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10 October 13, 2021 Commission
MEETING AGENDA TIME/DATE: 9:30 a.m. / Wednesday, October 13, 2021 This meeting is being conducted virtually in accordance with AB 361 due to state or local officials recommending measures to promote social distancing. 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, October 13, 2021 This meeting is being conducted virtually in accordance with AB 361 due to state or local officials recommending measures to promote social distancing. INSTRUCTIONS FOR ELECTRONIC PARTICIPATION Join Zoom Meeting https://rctc.zoom.us/j/87047969262 Meeting ID: 870 4796 9262 One tap mobile +16699006833,,87047969262# US (San Jose) Dial by your location +1 669 900 6833 US (San Jose) 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 lmobley@rctc.org prior to October 12, 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 October 13, 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 – SEPTEMBER 15, 2021 Page 1 6B. QUARTERLY INVESTMENT REPORT Page 12 Overview This item is for the Commission to receive and file the Quarterly Investment Report for the quarter ended June 30, 2021. 6C. QUARTERLY FINANCIAL STATEMENTS Page 110 Overview This item is for the Commission to: 1) Receive and file the Quarterly Financial Statements for the 12 months ended June 30, 2021; and 2) Approve a budget adjustment of $14,593,400 to increase the Measure A local streets and roads turnback payments to the local jurisdictions through June 2021. Riverside County Transportation Commission Meeting Agenda October 13, 2021 Page 3 6D. AGREEMENTS FOR ON-CALL DESIGN ENGINEERING AND ENVIRONMENTAL SERVICES FOR COMMUTER RAIL AND STATION CAPITAL IMPROVEMENT PROJECTS Page 122 Overview This item is for the Commission to: 1) Award the following agreements to provide on-call design engineering and environmental services for the construction of commuter rail and station capital improvement projects for a three-year term, and one, two-year option to extend the agreements, in an amount not to exceed an aggregate value of $10 million; a) Agreement No. 21-33-127-00 to HDR Engineering, Inc.; b) Agreement No. 21-33-128-00 to Moffatt and Nichol; c) Agreement No. 21-33-129-00 to RailPros, Inc.; and d) Agreement No. 21-33-064-00 to STV Incorporated; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements, including option years, on behalf of the Commission; and 3) Authorize the Executive Director, or designee, to execute task orders awarded to the consultants under the terms of the agreements. 6E. CITY OF LAKE ELSINORE REQUEST FOR ADDITIONAL FUNDS FOR CONSTRUCTION OF INTERSTATE 15/MAIN STREET INTERCHANGE IMPROVEMENT PROJECT Page 393 Overview This item is for the Commission to: 1) Approve additional programming of $2,463,000 of 2009 Measure A Western County Regional Arterial (MARA) funds for the city of Lake Elsinore’s (Lake Elsinore) Interstate 15 (I-15)/Main Street Interchange Improvement Project (Main Street IC); 2) Approve Agreement No. 20-72-089-01, Amendment No. 1 to Agreement No. 20-72-089-00, between the Commission and Lake Elsinore for the additional programming of $2,463,000 of MARA for the construction phase of Main Street IC and a total amount not to exceed $7,946,000; 3) Approve an adjustment to the Fiscal Year (FY) 2021/22 budget to increase construction expenditures in the amount of $2,463,000; and 4) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement. Riverside County Transportation Commission Meeting Agenda October 13, 2021 Page 4 7. 2022 STATE TRANSPORTATION IMPROVEMENT PROGRAM ADOPTED FUND ESTIMATE AND PROJECT RECOMMENDATIONS Page 403 Overview This item is for the Commission to: 1) Approve programming $27,698,381 of 2022 State Transportation Improvement Program (STIP) Western Riverside County and Palo Verde Valley target share funding capacity on the Interstate 10 (I-10)/Highland Springs Interchange and Temescal Canyon Road Widening projects, and forward to the California Transportation Commission (CTC); 2) Include programming $7,550,259 of 2022 STIP Coachella Valley target share funding capacity based on the project recommendation by the Coachella Valley Association of Governments (CVAG) and forward to the CTC; 3) Include programming Planning, Programming, and Monitoring (PPM) funds (2 percent of STIP target share programming capacity) in the amount of $719,360 in Fiscal Years (FY) 2024/25 through 2026/27; 4) Include programming $15,657,460 of 2022 STIP maximum share funding capacity on the Coachella Valley-San Gorgonio Pass Rail Corridor Service project and forward to the CTC; 5) Include programming PPM funds (2 percent of STIP maximum share programming capacity) in the amount of $319,540 in FY 2027/28; 6) Submit the 2022 STIP submittal to the CTC by the statutory deadline of December 15, 2021; 7) Forward the Riverside County 2022 STIP project recommendations to the Southern California Association of Governments (SCAG) to conduct regional performance measures analysis as required by the CTC STIP guidelines; 8) Approve a revision to Agreement No. 07-71-028-04, Amendment No. 4 to Agreement No. 07-71-028-00, with the city of Blythe (Blythe) to trade $155,094 of Palo Verde Valley STIP funds with Measure A Western Riverside County Highway funds to facilitate delivery of local arterial projects for a revised total amount not to exceed $198,391; and 9) Authorize the Executive Director, pursuant to legal counsel review, to execute the revised Agreement No. 07-71-028-04 on behalf of the Commission upon CTC adoption of the 2022 STIP in March 2022. 8. STATE AND FEDERAL LEGISLATIVE UPDATE Page 409 Overview This item is for the Commission to receive and file an update on state and federal legislation. Riverside County Transportation Commission Meeting Agenda October 13, 2021 Page 5 9. ITEM(S) PULLED FROM CONSENT CALENDAR AGENDA 10. EXECUTIVE DIRECTOR REPORT • Downtown Riverside Station Update • 91 Express Lanes Refinancing Update 11. COMMISSIONER COMMENTS Overview This item provides the opportunity for brief announcements or comments on items or matters of general interest. 12. CLOSED SESSION 12A. 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) 1 117-112-014, 015 RCTC Exclusive Energy 12B. CONFERENCE WITH LEGAL COUNSEL: ANTICIPATED LITIGATION Initiation of litigation Pursuant to Paragraph (4) of Subdivision (d) of Section 54956.9: 1 Potential Case 13. ADJOURNMENT The next Commission meeting is scheduled to be held at 9:30 a.m. on Wednesday, November 10, 2021. From:Lisa Mobley To:Tara Byerly Subject:Fwd: [EXTERNAL] Highgrove Traffic Plan and Metrolink Station Date:Wednesday, October 13, 2021 12:02:40 PM Attachments:Pg 3 Oct 2021.pdf Highgrove Traffic PlanNote.pdf Why bring the people to the station when you can.docx Sent from my iPhone Begin forwarded message: From: Highgrove Happenings <highgrovenews@roadrunner.com> Date: October 12, 2021 at 4:49:55 PM PDT To: Lisa Mobley <LMobley@rctc.org> Subject: [EXTERNAL] Highgrove Traffic Plan and Metrolink Station RCTC Commissioners: Co-operation is needed between RCTC and the city of Riverside that will benefit residents in and around Highgrove and Riverside, but will also benefit both Riverside County and San Bernardino County residents. RCTC owns vacant land within the city limits of Riverside that is surrounded on 3 sides by the un-incorporated community of Highgrove. This property is needed for a new road to allow access to the Iowa Ave. Overpass and a Metrolink Station. A Metrolink station at this same location has had public support from residents, businesses, and senators from both counties for over 20 years. To view the support for a Metrolink station at Highgrove please go to: www.highgrovehappenings.net and click on “Metrolink” and “Supporting Docs”. If you click on each line of “Supporting Docs” you can see the original letter of support and check the date. On this same web site please click on “Latest Issue” and read about the Highgrove Traffic Plan in our October 2021. As RCTC commissioners, I am requesting that if this situation were in your district or city, you would support using RCTC’s vacant land for transportation purposes Please let your supervisors know if you support a short new road and a Metrolink Station that would use the existing Metrolink trains that pass by RCTC’s property at Highgrove 7 days a week in both directions. Highgrove has hundreds of new homes and these two transportation plans are needed but we need your help. RCTC already has $5,347,500.00 invested in this vacant land but a new road is needed through it and a Metrolink station and parking lot is needed on it. Thank you, R. A. “Barney” Barnett Editor Highgrove Happenings Newspaper 474 Prospect Ave. Highgrove, Ca. 92507 (951) 683 4994 highgrovenews@roadrunner.com www.highgrovehappenings.net W h y b r i n g t h e p e o p l e t o t h e s t a t i o n w h e n y o u c a n b r i n g t h e s t a t i o n t o t h e p e o p l e w h e r e t h e y l i v e ? R . A . B a r n e y B a r n e t t H i g h g r o v e H a p p e n i n g s N e w s p a p e r Spring Street Highgrove Traffic Plan Sept. 15, 2021 On the west side of the Highgrove Town Center project, improvements to the existing dirt road called California Street are needed between Center Street and Palmyrita Avenue. This property has been abandoned by the Union Pacific Railroad and the track has been removed. Improvements to California Street will allow new traffic created by the Highgrove Town Center to go north to connect to Center Street or south to connect to Palmyrita Avenue. Both of these streets have easy access to the I‐215 freeway. The west side of the property should have vehicle access to and from the Highgrove Town Center property that connects to California Street at the locations marked by the three arrows. No vehicle access to or from the east side side of the Highgrove Town Center property project should be allowed except for Spring Street Spring St. and Sweetser Drive. R. A. “Barney” Barnett Highgrove Happenings Newspaper 474 Prospect Ave. Highgrove, CA. 92507 Highgrove Town Center (951) 683 4994 highgrovenews@roadrunner.com www.highgrovehappengs.net Palmyrita Avenue G A R F I E L D C a l i f o r n i a S t r e e t Center Street HIGHGROVE HAPPENINGS Page 3 October 2021 Extending Spring St. from "here" to Will allow a new road so vehicles can access the Iowa Overpass when trains block Main St. and Center Streets The above photo shows the 17 acre field owned by the Riverside County Tranportation Commission that is within the City Limits of Riverside. A road and station are 2 valid reasons why our trans- portation agency should use their land for transportation purpos- es. The arrow points to the intersection of Spring St. and Transit Ave. in Highgrove where Spring St. could be extended through RCTC's vacant field left of the telephone poles then turn south- ward (to the right of the photo) toward the "new/old" road that has never been used that is shown in the photo on the right. This road was constructed in 2008 when the warehouses were built along Citrus Street but is still blocked off by a pipe barricade shown in the photo below. That's the Iowa Overpass at the top! Our County transportation agency (RCTC) owns the property that is needed for a new road from Spring St. to the Iowa Ave. Overpass and a Metrolink station. For 20 years RCTC has opposed using their field for a parking lot and Metrolink Station but a new road and Station are needed on their property now more than ever. There s a 12 foot diameter pipe under this road for future trail use. This barrier was put into place in 2008 to block off the newly paved road when the road was built because the road behind it only goes to an empty field. The other end of this road is shown in the top right photo. It is time to remove these barriers, build a road to the overpass, build a Metrolink Station, and STOP THE DAILY METROLINK TRAINS THAT PASS BY THIS LOCATION! "here" AGENDA ITEM 6A MINUTES RIVERSIDE COUNTY TRANSPORTATION COMMISSION MEETING MINUTES Wednesday, September 15, 2021 1. CALL TO ORDER The Riverside County Transportation Commission was called to order by Chair Jan Harnik at 9:31 a.m., via Zoom Meeting ID 872 0295 3323. Pursuant to Governor Newsom’s Executive Order N-29-20. 2. ROLL CALL Commissioners/Alternates Present Commissioners Absent Mike Beauchamp Clint Lorimore Chuck Conder Ben J. Benoit Bob Magee Alonso Ledezma Brian Berkson Scott Matas Kyle Pingree Joseph DeConinck V. Manuel Perez Matt Rahn Waymond Fermon Dana Reed Kathleen Fitzpatrick Rita Rogers Raymond Gregory Wes Speake Yxstain Gutierrez Karen Spiegel Jan Harnik Jeremy Smith Steven Hernandez* Scott Vinton Jeff Hewitt Chuck Washington Wendy Hewitt Ted Weill Ted Hoffman Lloyd White Kevin Jeffries Dennis Woods Linda Krupa Bill Zimmerman *Arrived after the meeting was called to order. 3. PLEDGE OF ALLEGIANCE Commissioner Lloyd White led the Commission in a flag salute. 4. PUBLIC COMMENTS There were no requests to speak from the public. 1 Riverside County Transportation Commission Meeting Minutes September 15, 2021 Page 2 5. ADDITIONS / REVISIONS Lisa Mobley, Administrative Services Manager/Clerk of the Board, announced per staff’s request Closed Session Item No. 11A “Conference with Legal Counsel Existing Litigation” was pulled from the agenda. 6. CONSENT CALENDAR M/S/C (Fitzpatrick/Fermon) to approve the following Consent Calendar items. Abstain: Rogers on Agenda Item 6A 6A. APPROVAL OF MINUTES – JULY 14, 2021 6B. FISCAL YEAR 2019/20 TRANSPORTATION DEVELOPMENT ACT AND MEASURE A AUDIT RESULTS Receive and file the Transportation Development Act (TDA) and Measure A audit results report for Fiscal Year 2019/20. 6C. QUARTERLY SALES TAX ANALYSIS Receive and file the sales tax analysis for Quarter 1, 2021 (1Q 2021). 6D. SINGLE SIGNATURE AUTHORITY REPORT Receive and file the Single Signature Authority report for the fourth quarter ended June 30, 2021. 6E. QUARTERLY PUBLIC ENGAGEMENT METRICS REPORT, APRIL – JUNE 2021 Receive and file the Quarterly Public Engagement Metrics Report for April - June 2021. 6F. STATE AND FEDERAL LEGISLATIVE UPDATE Receive and file an update on state and federal legislation. 6G. 91 EXPRESS LANES MONTHLY STATUS REPORTS Receive and file the 91 Express Lanes Monthly Reports for the three months from April to June 2021. 2 Riverside County Transportation Commission Meeting Minutes September 15, 2021 Page 3 6H. 15 EXPRESS LANES MONTHLY STATUS REPORTS Receive and file the 15 Express Lanes Monthly Reports for the three months from April to June 2021. 6I. QUARTERLY REPORTING OF CONTRACT CHANGE ORDERS FOR CONSTRUCTION CONTRACTS Receive and file the Quarterly Report of Contract Change Orders for Construction Contracts for the past three months ended June 30, 2021. 6J. FISCAL YEAR 2021/22 ANNUAL LOCAL TRANSPORTATION FUND PLANNING ALLOCATIONS TO WESTERN RIVERSIDE COUNCIL OF GOVERNMENTS AND COACHELLA VALLEY ASSOCIATION OF GOVERNMENTS 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 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. 3 Riverside County Transportation Commission Meeting Minutes September 15, 2021 Page 4 6L. FISCAL YEAR 2021-2022 CALTRANS SUSTAINABLE TRANSPORTATION PLANNING GRANT ACCEPTANCE 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. At this time, Commissioner Steven Hernandez joined the meeting. 7. REFINANCING OF 91 EXPRESS LANES TOLL DEBT Theresia Trevino, Chief Financial Officer, presented the refinancing of 91 Express Lanes Toll Debt, highlighting the following areas: • Why refinance now; current 91 Express Lanes Toll Debt; refinancing process; the financing team; and the specialized legal services • Proposed 2021 Refinancing Plan; refinancing sources and uses; Tender and Exchange add savings; required disclosures; 2021 Refinancing documents and approvals; and the 2021 Refinancing timeline In response to Commissioner Wes Speake’s inquiry about one of Ms. Trevino’s comments that the refinance gives RCTC additional latitude in spending surplus revenue, Theresia Trevino replied the funds would still have to be spent in the 91 Corridor and the surplus revenues, which she referred to in the presentation that RCTC will start paying in December 2021 on the Transportation Infrastructure Financing and Innovation Act (TIFIA) Loan. She stated with that, any surplus revenues would have to be split between RCTC and TIFIA as an early prepayment on the loan. She explained the 50 percent that would go to TIFIA would be used to paydown the TIFIA Loan and since opening RCTC has taken 100 percent of the surplus revenues, so starting in December RCTC would have to start splitting it 50/50 with TIFIA. Commissioner Dana Reed stated Ms. Trevino had indicated this item went to the Budget and Implementation Committee and asked what the recommendation was of that committee if it was unanimous and did any of the Committee Members have any material findings problems with the Preliminary Official Statement. Theresia Trevino clarified with Lisa Mobley, Administrative Services Manager/Clerk of the Board that the Budget and Implementation Committee’s vote was unanimous. Chair Harnik noted it was a 13-0 vote. 4 Riverside County Transportation Commission Meeting Minutes September 15, 2021 Page 5 Commissioner Reed then clarified if any of the Committee Members had any problems with the Official Preliminary Statement that can be shared. Ms. Trevino replied none of the Committee Members raised any issues regarding the Preliminary Official Statement. Mrs. Matus, a member of the public, addressed the Commission and stated when RCTC first came out to the eastside center they had brought the subject up of the RCTC and they were supposed to come out to present this to them again to explain this whole situation to the community. She stated nobody ever came back out and the community has lots of questions and they had asked several times for RCTC to come out to them to discuss transportation. Mrs. Matus stated now RCTC is coming back already with this planned situation and there is still a lot of questions to ask from the community and they could not make it to this meeting because they have to work or have kids at school. Mrs. Matus asked how this plan came up with all these questions they had to ask and RCTC told them they would be coming back to the community to listen to their questions they had to ask. Chair Harnik clarified with Mrs. Matus that this is an opportunity for her to ask a question. Mrs. Matus asked how RCTC come up with this plan without even coming out to the community to ask questions for this. In response to Chair Harnik’s question if Mrs. Matus was referring to the refinancing of the bonds., Mrs. Matus replied of all the bonds, yes and for this project. Chair Harnik asked what project Mrs. Matus was referring too, and Mrs. Matus replied what they are talking about the FasTrak. Chair Harnik stated she is uncertain if this is accurate on this agenda item and asked for someone from RCTC to respond. Anne Mayer, Executive Director, replied to Mrs. Matus about mentioning the eastside community and asked if Mrs. Matus was referring to the Downtown Riverside Station Project. Mrs. Matus confirmed she was. Ms. Mayer clarified the Downtown Riverside Station Project is not related to this item and asked for Mrs. Matus’ phone number as staff will contact Mrs. Matus after this meeting. Ms. Mayer stated there are plans for RCTC to come out with public meetings on that project and would be pleased to discuss this with Mrs. Matus further. At this time, Commissioner Waymond Fermon left the meeting. M/S/C (Reed/Benoit) 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 5 Riverside County Transportation Commission Meeting Minutes September 15, 2021 Page 6 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, 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 6 Riverside County Transportation Commission Meeting Minutes September 15, 2021 Page 7 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 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. 7 Riverside County Transportation Commission Meeting Minutes September 15, 2021 Page 8 Theresia Trevino expressed appreciation to the Commissioners. Chair Harnik expressed appreciation for being able to participate in the meetings with Standard & Poor’s and Fitch and how after RCTC’s presentation which was so concise, detailed, and comprehensive there were hardly any questions by the rating agencies because everything was covered in their presentation. It was a great process to be part of and a proud moment for RCTC. 8. INTERSTATE 15 INTERIM CORRIDOR OPERATIONS PROJECT David Thomas, Toll Project Delivery Director, presented the Interstate 15 Interim Corridor Operations Project, highlighting the following areas: proposed improvements, traffic operations benefits, and the proposed schedule Commissioner Speake expressed it was a presentation where he got his hopes up but then were mildly dashed and wanted to know who was on the multi-agency task force that put these ideas together. David Thomas replied Caltrans, the city of Corona, the county of Riverside, and RCTC were at their kick off meeting and they also consulted with the California Highway Patrol (CHP) for the cross section that RCTC is proposing on the non- standard shoulder width that they would have. In response to Commissioner Speake’s request to Mr. Thomas about why this air quality monitoring takes so long. David Thomas replied not being an expert in that field he understands there is a regional model that gets produced every so many years and there is a timeframe in which entries need to be submitted for modeling in that regional model to demonstrate conformity. He explained the next model run will be completed in December 2022 and that would be if they had to model this project that would be the soonest modeling results would be available and then they would go from there to establish whether the project conformed or not. Commissioner Speake referred to the I-15 Corridor Operations Project (15 COP) that RCTC is designing and asked if that included addressing the lane drop underneath Cajalco Road. Mr. Thomas replied the project that is proposed will not remove the lane drop, however, the future 15 COP will address the lane drop. Commissioner Speake stated that answered his questions and expressed appreciation as this was tough since everyone is getting a lot of pressure to address this. He explained those lane drops are killer, he has been saying it for almost three years and if they had an opportunity for even a moment to try and get rid of that one underneath Cajalco Road. He expressed concern for not being able to make it happen and knew RCTC staff had tried, but he travels that all different times of the day and week and there is no let up and it is continuous. He expressed appreciation going forward and in favor of at least whatever the Commissioners can do to even help a little bit and if there is anything else they can 8 Riverside County Transportation Commission Meeting Minutes September 15, 2021 Page 9 do to find a way to address that lane drop. Commissioner Speake stated that people are just going to use it because they cannot take it anymore. Commissioner Scott Vinton expressed appreciation for David Thomas’ presentation and asked if RCTC is doing Option B, the auxiliary lane between the on ramp and the off ramp, or the original plan. David Thomas replied they are proposing the auxiliary lane on ramp to off ramp. Commissioner Kevin Jeffries expressed support for this getting RCTC back into eventual compliance with AB 1954, which authorized the toll lanes and required that there be no adverse impact to the other traffic lanes on the state highway system and with that he moved approval. Jerry Sincich stated as a member of the community he has also identified the area as the Cajalco crush, but he is highly in support of these actions to help free up and increase the traffic flow. Commissioner Bill Zimmerman stated there is a bridge that kind of crosses over that wash and asked if this would require any widening. David Thomas replied great question and that is one way they were able to expedite this project is that they will not be widening Bedford Wash Bridge with the project. At this time, Commissioner Steven Hernandez left the meeting. M/S/C (Jeffries/Washington) to: 1) Authorize staff to implement all project development activities needed to complete construction of the I-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 I-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 9 Riverside County Transportation Commission Meeting Minutes September 15, 2021 Page 10 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. 9. ITEM(S) PULLED FROM CONSENT CALENDAR FOR DISCUSSION There were no items pulled from the consent calendar. 10. COMMISSIONERS/EXECUTIVE DIRECTOR’S REPORT 10A. Anne Mayer provided an update on the Coachella Valley Rail Public Outreach activities. 11. CLOSED SESSION 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 11C. CONFERENCE WITH LEGAL COUNSEL: ANTICIPATED LITIGATION 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. 10 Riverside County Transportation Commission Meeting Minutes September 15, 2021 Page 11 12. ADJOURNMENT There being no further business for consideration by the Riverside County Transportation Commission, Chair Harnik adjourned the meeting at 11:40 a.m. The next Commission meeting is scheduled to be held at 9:30 a.m., Wednesday, October 13, 2021. Respectfully submitted, Lisa Mobley Administrative Services Manager/ Clerk of the Board 11 AGENDA ITEM 6B Agenda Item 6B RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: October 13, 2021 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Megan Kavand, Senior Financial Analyst Michele Cisneros, Deputy Finance Director THROUGH: Anne Mayer, Executive Director SUBJECT: Quarterly Investment Report BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to receive and file the Quarterly Investment Report for the quarter ended June 30, 2021. BACKGROUND INFORMATION: The Commission’s quarterly investment reports have generally reflected investments primarily concentrated in the Riverside County Pooled Investment Fund as well as investments in mutual funds for sales tax revenue bonds debt service payments and in the state Local Agency Investment Fund. As a result of significant project financings such as the State Route 91 Corridor Improvement Project (91 Project or 91 CIP) and the Interstate 15 Express Lanes Project (I-15 ELP), the Commission engaged MetLife Investment Management, LLC, formerly Logan Circle Partners, L.P. (MetLife), as the investment manager for the bond proceeds and other required funds. Additionally, the Commission engaged Payden & Rygel Investment Management (Payden & Rygel) to make specific investments for Commission operating funds. The Commission approved initial agreements with the investment managers in May 2013 following a competitive procurement and has extended the agreements through the annual recurring contracts process. MetLife invested the debt proceeds and subsequent other required contributions for the 91 Project and I-15 ELP in separate accounts of the Short-Term Actively Managed Program (STAMP). The Commission completed the 91 Project financing in 2013 and the I-15 ELP project and 91 Project completion financing (2017 Financing) in July 2017. Consistent with financing expectations, the Commission expended all of the 91 Project debt proceeds and equity contributions, except for the toll revenue bonds debt service reserve, and subsequent to commencement of operations, established other required accounts. The Commission continues to expend the 2017 Financing bond proceeds on the I-15 ELP and funded required reserve accounts. The quarterly investment report for the fourth quarter of FY 2020/21, as required by state law and Commission policy, reflects the investment activities resulting from the 91 Project, 12 Agenda Item 6B 2017 Financing, sales tax revenue bonds debt service funds, and available operating cash. As of June 30, 2021, the Commission’s cash and investments were comprised of the following: CASH AND INVESTMENTS PORTFOLIO AMOUNTS Operating $ 666,431,807 Trust 155,102,521 Commission-managed 97,151,030 STAMP for 91 CIP 65,898,393 STAMP for 2017 Financing 50,592,363 Total $ 1,035,176,114 The quarterly investment report includes the following information: • Investment Portfolio Report; • 91 CIP STAMP Portfolio by Investment Category; • 91 CIP STAMP Portfolio by Account; • 91 CIP STAMP Portfolio Transaction Report by Account; • 91 CIP STAMP Portfolio Summary of investments by credit rating, industry group, asset class, security type, and market sector; • 91 CIP STAMP Portfolio Toll Revenue Series A & Series B Reserve Fund Summary of investments by credit rating, industry group, asset class, security type, and market sector; • 91 CIP STAMP Portfolio Residual Fund Required Retained Balance Summary of investments by credit rating, industry group, asset class, security type, and market sector; • 91 CIP STAMP Portfolio TIFIA Reserve Fund Summary of investments by credit rating, industry group, asset class, security type, and market sector; • 2017 Financing STAMP Portfolio by Investment Category; • 2017 Financing STAMP Portfolio by Account; • 2017 Financing STAMP Portfolio Transaction Report by Account; • 2017 Financing STAMP Portfolio Summary of investments by credit rating, industry group, asset class, security type, and market sector; • 2017 Financing STAMP Portfolio I-15 ELP Sales Tax Senior Lien TIFIA Project Fund Summary of investments by credit rating, industry group, asset class, security type, and market sector; • 2017 Financing STAMP Portfolio Ramp Up Fund Summary of investments by credit rating, industry group, asset class, security type, and market sector; • MetLife Short Duration Second Quarter 2021 Review; • Payden & Rygel Operating Portfolio by Investment Category; • Payden & Rygel Operating Portfolio Transaction Report; • Payden & Rygel Operating Portfolio Second Quarter 2021 Review; and • County of Riverside Investment Report for the Quarter Ended June 30, 2021. The Commission’s investments were in full compliance with the Commission’s investment policy adopted on August 12, 2020, and investments securities permitted under the indenture for the 13 Agenda Item 6B Commission’s sales tax revenue bonds and the master indentures for the Commission’s toll revenue bonds. Additionally, the Commission has adequate cash flows for the next six months. Attachments: 1) Investment Portfolio Report 2) 91 CIP STAMP Portfolio by Investment Category 3) 91 CIP STAMP Portfolio by Account 4) 91 CIP STAMP Portfolio Transaction Report by Account 5) 91 CIP STAMP Portfolio Summary of Investments 6) 91 CIP STAMP Portfolio Toll Revenue Series A & Series B Reserve Fund Summary of Investments 7) 91 CIP STAMP Portfolio Residual Fund Required Retained Balance Summary of Investments 8) 91 CIP STAMP Portfolio TIFIA Reserve Fund Summary of Investments 9) 2017 Financing STAMP Portfolio by Investment Category 10) 2017 Financing STAMP Portfolio by Account 11) 2017 Financing STAMP Portfolio Transaction Report by Account 12) 2017 Financing STAMP Portfolio Summary of Investments 13) 2017 Financing STAMP Portfolio I-15 ELP Sales Tax Senior Lien TIFIA Project Fund Summary of Investments 14) 2017 Financing STAMP Portfolio Ramp Up Fund Summary of Investments 15) Payden & Rygel Operating Portfolio by Investment Category 16) Payden & Rygel Operating Portfolio Transaction Report 17) MetLife Short Duration Quarterly Review 18) Payden & Rygel Operating Portfolio Quarterly Review 19) County of Riverside Investment Report Approved by the Budget and Implementation Committee on September 27, 2021 In Favor: 13 Abstain: 0 No: 0 14 Riverside County Transportation Commission Investment Portfolio Report Period Ended: June 30, 2021 FAIR VALUE RATING MOODYS / S&P COUPON RATE PAR VALUE PURCHASE DATE MATURITY DATE YIELD TO MATURITY PURCHASE COST MARKET VALUE UNREALIZED GAIN (LOSS) OPERATING FUNDS City National Bank Deposits 10,647,121 A3/BBB+N/A N/A County Treasurer's Pooled Investment Fund 651,861,626 Aaa-bf/AAA-V1 N/A 0.28% Local Agency Investment Fund (LAIF)3,923,061 N/A N/A N/A Subtotal Operating Funds 666,431,808 FUNDS HELD IN TRUST County Treasurer's Pooled Investment Fund: Local Transportation Fund 155,102,521 Aaa-bf/AAA-V1 N/A 0.28% Subtotal Funds Held in Trust 155,102,521 COMMISSION MANAGED PORTFOLIO US Bank Payden & Rygel Operating 55,647,092 First American Government Obligation Fund 41,503,938 N/A N/A N/A Subtotal Commission Managed Portfolio 97,151,030 STAMP PORTFOLIO for 91 CIP Series A & Series B Reserve Fund 17,878,478 Residual Fund Required Retained Balance 26,991,809 TIFIA Reserve Fund 21,028,105 Subtotal STAMP Portfolio - 91 CIP 65,898,393 STAMP PORTFOLIO for 2017 Financing Sales Tax I15 ELP Project Revenue Fund 34,908,711 Ramp Up Fund 15,683,652 Subtotal STAMP Portfolio - 2017 Financing 50,592,363 TOTAL All Cash and Investments 1,035,176,114$ See attached report for details See attached report for details See attached report for details See attached report for details See attached report for details See attached report for details 1.73%2.61%2.03%3.37% 9.38% 14.98% 64.38% $‐ $100,000,000 $200,000,000 $300,000,000 $400,000,000 $500,000,000 $600,000,000 $700,000,000 STAMP Portfolio for 91 CIP Reserve STAMP Portfolio for 91 CIP Residual Fund STAMP Portfolio for 91 CIP TIFIA Reserve Fund STAMP Portfolio for 2017 Financing I15 ELP Project Revenue Fund STAMP Portfolio for 2017 Financing Ramp Up Fund Commission Managed Portfolio Trust Funds Operating Funds Natureof Investments 4.01% Mutual Funds 78.98% County Pool/Cash 0.38% LAIF 16.51% Fixed Income 0.12% Money Market Funds ATTACHMENT 1 15 Source Account Account Identifier Security Type Category Issuer Final Maturity Trade Date Current Face Value Original Cost Next Call Date Base Market Value Base Net Total Unrealized Gain/Loss Coupon Yield Summarized Credit Rating 256350023 MIM-Sr Lien Reserve Fund-1 3130AFFX0 Agency Federal Home Loan Banks 11/16/2028 09/11/2019 185,000.00 205,766.25 ---210,115.60 8,145.86 3.250 1.313 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3134GWND4 Agency Federal Home Loan Mortgage Corporation 08/12/2025 08/14/2020 300,000.00 299,580.00 08/12/2021 298,740.00 (912.39) 0.600 0.704 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3134GWTL0 Agency Federal Home Loan Mortgage Corporation 09/28/2023 09/23/2020 290,000.00 289,956.50 09/28/2021 290,069.60 102.14 0.300 0.202 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3134GXDT8 Agency Federal Home Loan Mortgage Corporation 11/24/2023 11/19/2020 145,000.00 145,000.00 08/24/2021 144,957.95 (42.05) 0.350 0.362 AAA 256350021 MIM-RCTC 2013 Residual Fund 3134GV6H6 Agency Federal Home Loan Mortgage Corporation 10/20/2022 07/22/2020 400,000.00 399,960.00 07/20/2021 400,000.00 23.22 0.320 0.320 AAA 256350021 MIM-RCTC 2013 Residual Fund 3134GWY42 Agency Federal Home Loan Mortgage Corporation 10/13/2023 10/07/2020 300,000.00 299,850.00 10/13/2021 299,619.00 (266.67) 0.300 0.356 AAA 256350021 MIM-RCTC 2013 Residual Fund 3136G46A6 Agency Federal National Mortgage Association 10/27/2023 10/20/2020 415,000.00 414,896.25 10/27/2021 414,717.80 (201.80) 0.300 0.329 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3130AFFX0 Agency Federal Home Loan Banks 11/16/2028 09/11/2019 200,000.00 222,450.00 ---227,152.00 8,806.34 3.250 1.313 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3134GWND4 Agency Federal Home Loan Mortgage Corporation 08/12/2025 08/14/2020 325,000.00 324,545.00 08/12/2021 323,635.00 (988.42) 0.600 0.704 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3134GWTL0 Agency Federal Home Loan Mortgage Corporation 09/28/2023 09/23/2020 315,000.00 314,952.75 09/28/2021 315,075.60 110.95 0.300 0.202 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3134GXDT8 Agency Federal Home Loan Mortgage Corporation 11/24/2023 11/19/2020 160,000.00 160,000.00 08/24/2021 159,953.60 (46.40) 0.350 0.362 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137EADB2 Agency Federal Home Loan Mortgage Corporation 01/13/2022 06/06/2019 350,000.00 354,036.55 ---354,284.00 3,439.44 2.375 0.091 AAA 256350023 MIM-Sr Lien Reserve Fund-1 38376T5Z1 Agency CMO Government National Mortgage Association 01/16/2039 01/26/2015 39,405.96 41,169.38 ---41,000.72 792.63 3.000 0.585 AAA 256350023 MIM-Sr Lien Reserve Fund-1 38378TAF7 Agency CMO Government National Mortgage Association 07/20/2041 07/05/2013 65,896.83 65,906.76 ---67,944.24 2,097.57 2.500 0.702 AAA 256350023 MIM-Sr Lien Reserve Fund-1 38380AZ34 Agency CMO Government National Mortgage Association 04/20/2046 11/28/2016 73,880.25 75,949.48 ---77,022.38 1,721.72 3.000 1.650 AAA 256350023 MIM-Sr Lien Reserve Fund-1 38378CRT6 Agency CMO Government National Mortgage Association 10/20/2040 05/22/2014 0.01 0.01 ---0.01 (0.00) 2.000 1.562 AAA 256350023 MIM-Sr Lien Reserve Fund-1 38376WA62 Agency CMO Government National Mortgage Association 10/20/2039 ---99,398.88 101,899.35 ---105,653.06 4,297.37 4.000 0.683 AAA 256350023 MIM-Sr Lien Reserve Fund-1 38377RVK8 Agency CMO Government National Mortgage Association 04/20/2039 ---47,211.41 48,153.31 ---48,277.44 835.02 3.000 0.863 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3137AXHP1 Agency CMO Federal Home Loan Mortgage Corporation 09/25/2022 09/29/2017 140,000.00 142,089.06 ---143,071.60 2,750.00 2.573 0.473 AAA 256350023 MIM-Sr Lien Reserve Fund-1 38378B7F0 Agency CMO Government National Mortgage Association 12/16/2042 ---450,000.00 427,324.22 ---460,854.00 18,925.50 2.273 1.359 AAA 256350023 MIM-Sr Lien Reserve Fund-1 38378VC45 Agency CMO Government National Mortgage Association 12/16/2041 11/23/2018 71,811.59 69,219.64 ---73,871.15 3,741.66 2.250 0.388 AAA 256350023 MIM-Sr Lien Reserve Fund-1 38378HXH4 Agency CMO Government National Mortgage Association 09/16/2027 03/08/2019 0.01 0.01 ---0.01 0.00 1.250 1.497 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3137B5A60 Agency CMO Federal Home Loan Mortgage Corporation 10/15/2028 03/20/2019 11,201.37 11,075.36 ---11,585.35 476.24 2.500 0.094 AAA 256350023 MIM-Sr Lien Reserve Fund-1 38375XCM4 Agency CMO Government National Mortgage Association 11/16/2037 05/14/2019 18,161.69 18,676.03 ---18,488.60 182.64 5.000 0.257 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3136ADFF1 Agency CMO Federal National Mortgage Association 04/25/2023 06/10/2019 35,705.03 35,191.77 ---35,903.91 469.87 1.500 0.469 AAA 256350023 MIM-Sr Lien Reserve Fund-1 38377REV3 Agency CMO Government National Mortgage Association 10/20/2039 07/01/2019 0.01 0.01 ---0.01 0.00 3.500 -0.766 AAA 256350023 MIM-Sr Lien Reserve Fund-1 38377QKH9 Agency CMO Government National Mortgage Association 08/20/2040 08/20/2019 19,027.98 19,373.61 ---19,517.38 278.99 3.000 0.262 AAA 256350023 MIM-Sr Lien Reserve Fund-1 38378JZD7 Agency CMO Government National Mortgage Association 12/20/2040 10/16/2019 22,035.11 21,759.67 ---22,303.72 459.42 1.500 0.435 AAA 256350023 MIM-Sr Lien Reserve Fund-1 38378FRB8 Agency CMO Government National Mortgage Association 07/20/2042 12/30/2019 127,177.69 125,309.76 ---130,133.30 4,680.10 2.000 1.096 AAA 256350023 MIM-Sr Lien Reserve Fund-1 38377JZ89 Agency CMO Government National Mortgage Association 10/20/2039 01/28/2020 0.00 0.00 ---(0.00)(0.00) 3.500 -0.461 AAA 256350023 MIM-Sr Lien Reserve Fund-1 38376TTT9 Agency CMO Government National Mortgage Association 11/20/2039 01/29/2020 22,326.03 22,849.30 ---23,375.35 521.07 3.000 0.410 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3137B1UG5 Agency CMO Federal Home Loan Mortgage Corporation 01/25/2023 ---240,000.00 250,336.72 ---247,327.20 1,513.82 2.637 0.353 AAA 256350023 MIM-Sr Lien Reserve Fund-1 38378AU90 Agency CMO Government National Mortgage Association 10/20/2026 04/28/2020 60,501.71 62,241.13 ---61,932.57 323.90 3.000 -0.211 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3137ARVU7 Agency CMO Federal Home Loan Mortgage Corporation 08/15/2038 06/30/2020 2,740.00 2,778.11 ---2,739.89 (0.11) 3.000 0.295 AAA 256350023 MIM-Sr Lien Reserve Fund-1 38377YTL4 Agency CMO Government National Mortgage Association 05/20/2040 12/16/2020 14,891.65 15,084.79 ---15,076.16 (28.29) 2.000 1.008 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3136A8SX9 Agency CMO Federal National Mortgage Association 09/25/2027 02/04/2021 40,146.37 40,930.48 ---41,078.16 168.84 1.500 0.367 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3137AQQE1 Agency CMO Federal Home Loan Mortgage Corporation 05/15/2027 ---82,963.28 84,518.85 ---84,452.47 (4.83) 1.500 0.615 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3136ADZA0 Agency CMO Federal National Mortgage Association 04/25/2028 ---101,601.22 102,866.91 ---102,895.62 65.99 1.250 0.566 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3137B9RN7 Agency CMO Federal Home Loan Mortgage Corporation 12/15/2027 02/05/2021 37,468.43 38,317.33 ---38,583.49 358.04 2.500 -0.419 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3136ABNZ2 Agency CMO Federal National Mortgage Association 11/25/2042 02/05/2021 47,153.65 48,096.72 ---48,446.13 389.22 2.000 0.263 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3136AEY84 Agency CMO Federal National Mortgage Association 07/25/2028 02/05/2021 45,083.11 46,027.04 ---46,170.52 193.91 1.750 0.423 AAA 256350023 MIM-Sr Lien Reserve Fund-1 38377LFC7 Agency CMO Government National Mortgage Association 12/20/2039 02/12/2021 31,329.88 31,657.87 ---31,642.56 47.09 2.500 -0.039 AAA 256350023 MIM-Sr Lien Reserve Fund-1 38378HAU0 Agency CMO Government National Mortgage Association 08/20/2027 ---52,431.41 53,328.72 ---53,386.18 63.04 1.500 0.508 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3137BLW87 Agency CMO Federal Home Loan Mortgage Corporation 01/25/2025 02/04/2021 196,617.19 206,724.54 ---204,934.10 (750.94) 2.802 0.371 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3137B6DF5 Agency CMO Federal Home Loan Mortgage Corporation 11/15/2026 03/05/2021 75,069.26 76,699.66 ---76,494.07 (94.22) 2.000 0.360 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3136AQZK9 Agency CMO Federal National Mortgage Association 11/25/2031 03/11/2021 69,011.97 71,225.22 ---71,100.28 (89.97) 2.000 0.776 AAA 256350023 MIM-Sr Lien Reserve Fund-1 38379JM99 Agency CMO Government National Mortgage Association 02/16/2041 04/08/2021 12,835.49 12,847.52 ---12,875.16 37.34 2.500 -1.053 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3137AYSH5 Agency CMO Federal Home Loan Mortgage Corporation 12/15/2042 04/08/2021 41,882.68 42,851.21 ---42,715.72 (123.18) 1.750 1.027 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3136A72D3 Agency CMO Federal National Mortgage Association 04/25/2022 07/03/2013 83,586.30 79,406.98 ---84,430.52 1,300.34 2.482 0.327 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3137ATRW4 Agency CMO Federal Home Loan Mortgage Corporation 05/25/2022 ---281,008.08 276,998.93 ---285,107.99 5,273.89 2.373 0.219 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3137AUPE3 Agency CMO Federal Home Loan Mortgage Corporation 06/25/2022 ---148,187.26 149,779.58 ---150,375.99 2,107.04 2.396 0.463 AAA 256350021 MIM-RCTC 2013 Residual Fund 31397LUK3 Agency CMO Federal National Mortgage Association 06/25/2023 10/10/2018 23,153.96 23,620.66 ---23,554.98 275.68 4.500 0.525 AAA 256350021 MIM-RCTC 2013 Residual Fund 3137A2PV7 Agency CMO Federal Home Loan Mortgage Corporation 09/15/2022 06/03/2019 15,911.11 15,632.66 ---16,028.69 254.17 1.500 0.584 AAA 256350021 MIM-RCTC 2013 Residual Fund 31394GUX9 Agency CMO Federal Home Loan Mortgage Corporation 08/15/2023 07/02/2019 11,862.30 12,366.45 ---12,280.80 145.15 5.500 1.101 AAA 256350021 MIM-RCTC 2013 Residual Fund 38377REV3 Agency CMO Government National Mortgage Association 10/20/2039 07/01/2019 0.01 0.01 ---0.01 0.00 3.500 -0.434 AAA 256350021 MIM-RCTC 2013 Residual Fund 3137AYCE9 Agency CMO Federal Home Loan Mortgage Corporation 10/25/2022 08/13/2019 360,000.00 367,790.63 ---369,860.40 7,128.55 2.682 0.281 AAA 256350021 MIM-RCTC 2013 Residual Fund 3137GAUY1 Agency CMO Federal Home Loan Mortgage Corporation 10/15/2022 08/15/2019 77,724.99 76,923.45 ---78,464.93 1,159.21 1.500 0.228 AAA 256350021 MIM-RCTC 2013 Residual Fund 3137AH6C7 Agency CMO Federal Home Loan Mortgage Corporation 07/25/2021 03/11/2020 10,302.02 10,501.62 ---10,300.47 (1.55) 3.230 0.345 AAA 256350021 MIM-RCTC 2013 Residual Fund 3133Q5GZ3 Agency CMO Federal Home Loan Mortgage Corporation 09/25/2033 01/05/2021 218,970.47 222,015.53 ---220,893.03 (1,027.13) 1.000 0.496 AAA 256350021 MIM-RCTC 2013 Residual Fund 3137BLW87 Agency CMO Federal Home Loan Mortgage Corporation 01/25/2025 02/04/2021 294,925.78 310,086.81 ---307,401.14 (1,126.42) 2.802 0.371 AAA 256350021 MIM-RCTC 2013 Residual Fund 3136ADZA0 Agency CMO Federal National Mortgage Association 04/25/2028 03/30/2021 76,970.62 77,716.28 ---77,951.23 248.33 1.250 0.566 AAA 256350021 MIM-RCTC 2013 Residual Fund 3136A72D3 Agency CMO Federal National Mortgage Association 04/25/2022 07/26/2019 11,638.59 11,706.71 ---11,756.14 98.36 2.482 0.327 AAA 256350021 MIM-RCTC 2013 Residual Fund 3136A4JW0 Agency CMO Federal National Mortgage Association 01/25/2031 05/20/2021 0.00 0.00 ---0.00 (0.00) 2.000 0.952 AAA 256350021 MIM-RCTC 2013 Residual Fund 3137ATRW4 Agency CMO Federal Home Loan Mortgage Corporation 05/25/2022 08/19/2019 99,609.40 100,714.45 ---101,062.70 1,240.45 2.373 0.219 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3136ADFF1 Agency CMO Federal National Mortgage Association 04/25/2023 06/10/2019 37,805.33 37,261.88 ---38,015.90 497.51 1.500 0.469 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137B6DF5 Agency CMO Federal Home Loan Mortgage Corporation 11/15/2026 06/18/2019 93,836.57 92,861.55 ---95,617.59 2,413.10 2.000 0.360 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 38377YTL4 Agency CMO Government National Mortgage Association 05/20/2040 06/17/2019 58,628.58 57,914.04 ---59,354.99 1,360.39 2.000 1.008 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 38378WUY7 Agency CMO Government National Mortgage Association 06/20/2041 06/12/2019 9,441.07 9,455.82 ---9,447.40 15.50 2.500 0.065 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137B1UG5 Agency CMO Federal Home Loan Mortgage Corporation 01/25/2023 06/25/2019 200,000.00 204,101.56 ---206,106.00 4,580.43 2.637 0.353 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3136AGZA3 Agency CMO Federal National Mortgage Association 09/25/2030 06/25/2019 0.01 0.01 ---0.01 (0.00) 3.000 1.012 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137AXHP1 Agency CMO Federal Home Loan Mortgage Corporation 09/25/2022 06/28/2019 150,000.00 152,232.42 ---153,291.00 2,631.26 2.573 0.473 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 38377REV3 Agency CMO Government National Mortgage Association 10/20/2039 07/01/2019 0.01 0.01 ---0.01 0.00 3.500 -0.434 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 38378TAF7 Agency CMO Government National Mortgage Association 07/20/2041 07/05/2019 71,388.23 71,522.09 ---73,606.26 2,145.85 2.500 0.702 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 38377QKH9 Agency CMO Government National Mortgage Association 08/20/2040 08/20/2019 20,530.19 20,903.10 ---21,058.23 301.01 3.000 0.262 AAA 91 CIP STAMP Portfolio by Investment Category for quarter ended June 30, 2021 Page 2 of 43 ATTACHMENT 2 16 Source Account Account Identifier Security Type Category Issuer Final Maturity Trade Date Current Face Value Original Cost Next Call Date Base Market Value Base Net Total Unrealized Gain/Loss Coupon Yield Summarized Credit Rating 91 CIP STAMP Portfolio by Investment Category for quarter ended June 30, 2021 256350018 MIM-RCTC 91 TIFIA Reserve 38376V2E6 Agency CMO Government National Mortgage Association 07/16/2039 08/06/2019 68,665.34 71,454.87 ---72,742.69 2,028.52 4.000 0.344 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 38379JM99 Agency CMO Government National Mortgage Association 02/16/2041 ---18,847.59 18,894.66 ---18,905.83 55.46 2.500 -1.053 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 38378JZD7 Agency CMO Government National Mortgage Association 12/20/2040 10/16/2019 23,412.30 23,119.64 ---23,697.69 488.14 1.500 0.435 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 38377RED3 Agency CMO Government National Mortgage Association 12/16/2025 12/11/2019 108,489.55 109,354.07 ---111,512.06 2,393.40 2.500 0.345 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 38376WA62 Agency CMO Government National Mortgage Association 10/20/2039 12/17/2019 55,272.78 57,984.60 ---58,750.54 1,165.72 4.000 0.683 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 38378FRB8 Agency CMO Government National Mortgage Association 07/20/2042 12/30/2019 134,243.11 132,271.42 ---137,362.92 4,940.10 2.000 1.096 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 38377JZ89 Agency CMO Government National Mortgage Association 10/20/2039 01/28/2020 0.01 0.01 ---0.01 (0.00) 3.500 -0.461 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137B5A60 Agency CMO Federal Home Loan Mortgage Corporation 10/15/2028 02/07/2020 10,227.33 10,323.22 ---10,577.93 271.89 2.500 0.094 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 38376TTT9 Agency CMO Government National Mortgage Association 11/20/2039 01/29/2020 24,267.43 24,836.19 ---25,408.00 566.39 3.000 0.410 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 38378AU90 Agency CMO Government National Mortgage Association 10/20/2026 04/28/2020 65,788.26 67,679.68 ---67,344.15 352.20 3.000 -0.211 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137AH6C7 Agency CMO Federal Home Loan Mortgage Corporation 07/25/2021 06/07/2019 90,142.66 91,737.77 ---90,129.14 (13.52) 3.230 0.345 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137B45W2 Agency CMO Federal Home Loan Mortgage Corporation 09/15/2030 12/30/2020 58,845.79 59,434.25 ---59,447.78 236.04 2.750 -0.774 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3136A8SX9 Agency CMO Federal National Mortgage Association 09/25/2027 02/04/2021 46,485.28 47,393.20 ---47,564.20 195.51 1.500 0.367 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137AQQE1 Agency CMO Federal Home Loan Mortgage Corporation 05/15/2027 ---96,062.76 97,863.93 ---97,787.08 (5.58) 1.500 0.615 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3136ADZA0 Agency CMO Federal National Mortgage Association 04/25/2028 ---119,304.46 120,790.25 ---120,824.40 77.77 1.250 0.566 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3136ABNZ2 Agency CMO Federal National Mortgage Association 11/25/2042 02/05/2021 56,191.42 57,315.25 ---57,731.63 463.82 2.000 0.263 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137B9RN7 Agency CMO Federal Home Loan Mortgage Corporation 12/15/2027 02/05/2021 43,384.50 44,367.43 ---44,675.63 414.58 2.500 -0.419 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3136AEY84 Agency CMO Federal National Mortgage Association 07/25/2028 02/05/2021 52,201.49 53,294.47 ---53,460.59 224.52 1.750 0.423 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 38377LFC7 Agency CMO Government National Mortgage Association 12/20/2039 02/12/2021 36,650.05 37,033.74 ---37,015.82 55.08 2.500 -0.039 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 38378HAU0 Agency CMO Government National Mortgage Association 08/20/2027 ---62,300.85 63,366.82 ---63,435.35 75.12 1.500 0.508 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137BLW87 Agency CMO Federal Home Loan Mortgage Corporation 01/25/2025 02/04/2021 229,386.72 241,178.63 ---239,089.78 (876.09) 2.802 0.371 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3136AQZK9 Agency CMO Federal National Mortgage Association 11/25/2031 03/11/2021 81,434.13 84,045.75 ---83,898.32 (106.17) 2.000 0.776 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137AYSH5 Agency CMO Federal Home Loan Mortgage Corporation 12/15/2042 04/08/2021 48,700.78 49,826.99 ---49,669.44 (143.24) 1.750 1.027 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 38377RVK8 Agency CMO Government National Mortgage Association 04/20/2039 04/22/2021 58,351.17 59,609.37 ---59,668.74 127.76 3.000 0.863 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137ATRW4 Agency CMO Federal Home Loan Mortgage Corporation 05/25/2022 06/28/2019 298,828.20 301,314.54 ---303,188.10 4,005.51 2.373 0.219 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137AUPE3 Agency CMO Federal Home Loan Mortgage Corporation 06/25/2022 06/28/2019 197,583.01 199,335.02 ---200,501.32 2,601.97 2.396 0.463 AAA 256350023 MIM-Sr Lien Reserve Fund-1 38379KDN5 Agency MBS Government National Mortgage Association 09/16/2055 08/05/2015 52,703.67 51,357.25 ---54,810.76 1,863.07 2.381 1.979 AAA 256350023 MIM-Sr Lien Reserve Fund-1 36202F2H8 Agency MBS Government National Mortgage Association 01/20/2027 ---74,991.91 77,295.10 ---78,656.77 2,108.68 3.000 0.621 AAA 256350023 MIM-Sr Lien Reserve Fund-1 38378XP62 Agency MBS Government National Mortgage Association 05/16/2055 05/14/2015 130,154.81 131,761.41 ---134,129.74 2,649.79 2.500 1.728 AAA 256350023 MIM-Sr Lien Reserve Fund-1 38378KWU9 Agency MBS Government National Mortgage Association 11/16/2041 ---18,456.92 17,538.30 ---18,499.00 259.66 1.400 0.765 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3138EJPZ5 Agency MBS Federal National Mortgage Association 07/01/2022 08/29/2016 148,076.78 157,279.52 ---149,698.22 88.53 2.996 1.171 AAA 256350023 MIM-Sr Lien Reserve Fund-1 31417YKF3 Agency MBS Federal National Mortgage Association 01/01/2030 ---77,425.27 81,138.08 ---84,038.16 3,892.08 4.500 0.935 AAA 256350023 MIM-Sr Lien Reserve Fund-1 38378KRS0 Agency MBS Government National Mortgage Association 07/16/2043 05/08/2015 450,000.00 434,460.94 ---454,729.50 7,186.24 2.389 1.042 AAA 256350023 MIM-Sr Lien Reserve Fund-1 38378KXW4 Agency MBS Government National Mortgage Association 02/16/2037 12/11/2014 56,638.21 56,363.87 ---56,967.28 409.98 1.705 0.864 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3138EKXL4 Agency MBS Federal National Mortgage Association 03/01/2023 ---189,557.99 186,863.52 ---193,000.37 3,757.12 2.325 0.781 AAA 256350023 MIM-Sr Lien Reserve Fund-1 38378KSL4 Agency MBS Government National Mortgage Association 12/16/2046 ---425,000.00 415,829.11 ---435,578.25 16,922.63 2.800 1.971 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3136AHAE0 Agency MBS Federal National Mortgage Association 04/25/2023 10/28/2016 28,423.33 29,036.21 ---29,175.70 495.73 2.634 0.173 AAA 256350023 MIM-Sr Lien Reserve Fund-1 38378B6A2 Agency MBS Government National Mortgage Association 11/16/2052 01/22/2015 96,519.44 93,476.81 ---97,770.33 2,562.22 1.826 1.320 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3137B1U75 Agency MBS Federal Home Loan Mortgage Corporation 01/25/2023 08/29/2016 307,112.71 319,169.28 ---313,374.73 4,334.70 2.522 0.384 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3136AC7J4 Agency MBS Federal National Mortgage Association 03/25/2023 ---42,656.62 42,082.66 ---43,997.31 1,531.49 2.611 0.632 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3137F4D41 Agency MBS Federal Home Loan Mortgage Corporation 01/25/2028 04/01/2019 35,000.00 36,714.84 ---39,881.45 3,584.38 3.600 1.329 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3620ARB67 Agency MBS Government National Mortgage Association 05/15/2025 06/10/2019 52,498.82 54,410.10 ---55,702.82 1,885.63 4.000 -0.419 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3137FBAJ5 Agency MBS Federal Home Loan Mortgage Corporation 08/25/2027 06/26/2019 200,000.00 211,593.75 ---222,968.00 14,139.23 3.281 1.279 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3137B1BS0 Agency MBS Federal Home Loan Mortgage Corporation 11/25/2022 07/31/2019 360,000.00 363,360.94 ---369,424.80 8,394.22 2.510 0.350 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3137FNAD2 Agency MBS Federal Home Loan Mortgage Corporation 11/25/2028 08/01/2019 130,892.51 133,504.86 ---139,698.95 6,944.95 2.631 1.045 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3138LFGP7 Agency MBS Federal National Mortgage Association 10/01/2028 08/07/2019 271,856.08 281,105.56 ---292,052.27 12,085.15 2.550 1.450 AAA 256350023 MIM-Sr Lien Reserve Fund-1 36178NB99 Agency MBS Government National Mortgage Association 08/15/2027 10/11/2019 21,708.18 21,949.01 ---22,613.85 693.23 2.500 0.543 AAA 256350023 MIM-Sr Lien Reserve Fund-1 36202FA30 Agency MBS Government National Mortgage Association 09/20/2024 10/23/2019 0.01 0.01 ---0.01 0.00 4.500 0.197 AAA 256350023 MIM-Sr Lien Reserve Fund-1 36179M4J6 Agency MBS Government National Mortgage Association 03/20/2028 11/20/2019 27,780.37 28,114.60 ---28,974.09 887.53 2.500 0.673 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3137FPJF3 Agency MBS Federal Home Loan Mortgage Corporation 06/25/2029 01/08/2020 179,210.03 180,022.08 ---190,521.77 10,754.58 2.258 0.644 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3137FQ3Y7 Agency MBS Federal Home Loan Mortgage Corporation 07/25/2029 01/08/2020 179,865.97 179,929.21 ---190,278.41 10,415.73 2.190 0.922 AAA 256350023 MIM-Sr Lien Reserve Fund-1 36179NHK7 Agency MBS Government National Mortgage Association 07/20/2028 03/31/2020 129,691.58 135,284.52 ---136,064.62 1,022.19 3.000 1.005 AAA 256350023 MIM-Sr Lien Reserve Fund-1 36179RFD6 Agency MBS Government National Mortgage Association 06/20/2030 05/01/2020 16,728.79 17,554.93 ---17,604.21 (10.68) 3.000 1.218 AAA 256350023 MIM-Sr Lien Reserve Fund-1 36179MU24 Agency MBS Government National Mortgage Association 12/20/2027 04/28/2020 40,580.42 42,317.77 ---41,926.88 (321.49) 2.500 1.025 AAA 256350023 MIM-Sr Lien Reserve Fund-1 36179MZV5 Agency MBS Government National Mortgage Association 02/20/2028 04/28/2020 54,415.15 56,744.80 ---56,752.82 127.78 2.500 0.655 AAA 256350023 MIM-Sr Lien Reserve Fund-1 36179NKP2 Agency MBS Government National Mortgage Association 08/20/2028 ---87,407.48 91,109.44 ---91,167.75 143.16 2.500 0.755 AAA 256350023 MIM-Sr Lien Reserve Fund-1 36179MEK2 Agency MBS Government National Mortgage Association 06/20/2027 04/28/2020 70,213.09 73,219.09 ---72,539.95 (457.85) 2.500 0.947 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3140JAU97 Agency MBS Federal National Mortgage Association 05/01/2023 05/20/2020 39,311.92 40,872.11 ---40,104.45 (182.96) 2.642 0.913 AAA 256350023 MIM-Sr Lien Reserve Fund-1 36179MKL3 Agency MBS Government National Mortgage Association 08/20/2027 05/28/2020 72,891.12 75,943.43 ---75,733.87 (85.23) 2.500 0.727 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3128MMUL5 Agency MBS Federal Home Loan Mortgage Corporation 02/01/2031 06/22/2020 97,649.57 102,226.89 ---102,247.89 (250.84) 2.500 0.900 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3620ARZE4 Agency MBS Government National Mortgage Association 02/15/2026 06/22/2020 65,293.22 68,313.04 ---68,598.37 297.23 3.000 0.111 AAA 256350023 MIM-Sr Lien Reserve Fund-1 36179MU32 Agency MBS Government National Mortgage Association 12/20/2027 06/22/2020 73,708.29 77,670.11 ---77,325.15 (292.10) 3.000 0.889 AAA 256350023 MIM-Sr Lien Reserve Fund-1 36176XE21 Agency MBS Government National Mortgage Association 03/15/2027 06/22/2020 127,011.00 133,083.71 ---133,473.32 522.16 3.000 0.465 AAA 256350023 MIM-Sr Lien Reserve Fund-1 36179NAJ7 Agency MBS Government National Mortgage Association 04/20/2028 06/30/2020 27,817.77 29,360.79 ---29,183.62 (135.95) 3.000 0.950 AAA 256350023 MIM-Sr Lien Reserve Fund-1 36202F3H7 Agency MBS Government National Mortgage Association 02/20/2027 06/30/2020 46,830.41 49,113.39 ---49,120.42 73.55 3.000 0.619 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3137BVZ74 Agency MBS Federal Home Loan Mortgage Corporation 08/25/2026 07/09/2020 254,628.55 272,681.31 ---271,003.71 2,455.62 3.045 0.511 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3132A85Y1 Agency MBS Federal Home Loan Mortgage Corporation 09/01/2032 08/12/2020 188,945.09 199,130.41 ---197,859.52 (1,483.30) 2.500 0.895 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3132A9T64 Agency MBS Federal Home Loan Mortgage Corporation 10/01/2032 08/14/2020 122,114.88 128,697.64 ---128,981.40 (772.84) 3.000 1.140 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3137FMD66 Agency MBS Federal Home Loan Mortgage Corporation 05/25/2026 08/18/2020 74,336.53 78,192.74 ---77,376.90 (1,500.52) 2.283 0.961 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3138X0ZY7 Agency MBS Federal National Mortgage Association 07/01/2028 08/31/2020 34,403.43 36,150.47 ---36,045.85 2.41 2.500 0.458 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3137FWHY9 Agency MBS Federal Home Loan Mortgage Corporation 09/25/2030 09/15/2020 191,500.73 190,543.22 ---184,187.32 (6,412.19) 0.826 1.481 AAA 256350023 MIM-Sr Lien Reserve Fund-1 31418AM39 Agency MBS Federal National Mortgage Association 12/01/2027 09/22/2020 39,737.84 41,488.79 ---41,635.32 189.64 2.500 0.319 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3137FBAB2 Agency MBS Federal Home Loan Mortgage Corporation 08/25/2027 09/22/2020 120,000.00 131,714.06 ---129,038.40 (234.87) 3.038 0.419 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3128MENS6 Agency MBS Federal Home Loan Mortgage Corporation 01/01/2029 10/01/2020 28,946.75 30,294.59 ---30,235.46 33.57 2.500 0.541 AAA Page 3 of 43 17 Source Account Account Identifier Security Type Category Issuer Final Maturity Trade Date Current Face Value Original Cost Next Call Date Base Market Value Base Net Total Unrealized Gain/Loss Coupon Yield Summarized Credit Rating 91 CIP STAMP Portfolio by Investment Category for quarter ended June 30, 2021 256350023 MIM-Sr Lien Reserve Fund-1 3132AEFC5 Agency MBS Federal Home Loan Mortgage Corporation 11/01/2030 10/14/2020 370,265.40 398,555.99 ---396,654.22 (254.34) 3.500 0.424 AAA 256350023 MIM-Sr Lien Reserve Fund-1 36179TF83 Agency MBS Government National Mortgage Association 09/20/2032 10/26/2020 67,355.30 71,670.24 ---72,241.92 130.16 3.500 1.052 AAA 256350023 MIM-Sr Lien Reserve Fund-1 36179RHM4 Agency MBS Government National Mortgage Association 07/20/2030 10/27/2020 66,157.15 70,085.24 ---70,964.13 897.43 3.500 0.726 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3140J6FU6 Agency MBS Federal National Mortgage Association 10/01/2032 11/03/2020 82,150.25 87,695.39 ---87,569.70 (132.76) 3.000 0.841 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3137BYPQ7 Agency MBS Federal Home Loan Mortgage Corporation 04/25/2024 11/30/2020 224,709.14 239,894.56 ---236,068.19 (1,109.50) 2.905 0.877 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3132AEFK7 Agency MBS Federal Home Loan Mortgage Corporation 04/01/2033 01/14/2021 72,866.69 79,265.30 ---78,553.94 (729.83) 3.500 0.704 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3132AEF68 Agency MBS Federal Home Loan Mortgage Corporation 01/01/2033 ---136,630.86 148,500.69 ---147,972.59 (432.75) 3.500 0.511 AAA 256350023 MIM-Sr Lien Reserve Fund-1 31418DVU3 Agency MBS Federal National Mortgage Association 01/01/2031 01/21/2021 161,631.49 168,904.90 ---167,241.71 (1,346.66) 2.000 0.879 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3140X4H90 Agency MBS Federal National Mortgage Association 06/01/2032 02/02/2021 137,245.38 144,836.77 ---143,439.26 (1,613.05) 2.500 0.969 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3137BLAC2 Agency MBS Federal Home Loan Mortgage Corporation 06/25/2025 02/08/2021 37,000.00 40,815.63 ---40,291.89 (168.74) 3.284 0.860 AAA 256350023 MIM-Sr Lien Reserve Fund-1 31307NP40 Agency MBS Federal Home Loan Mortgage Corporation 07/01/2030 02/05/2021 172,771.24 185,405.14 ---182,883.54 (2,036.15) 3.000 0.943 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3140X9VK8 Agency MBS Federal National Mortgage Association 02/01/2035 02/10/2021 190,880.86 204,660.08 ---200,781.85 (3,803.44) 3.000 1.209 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3138ETQP4 Agency MBS Federal National Mortgage Association 06/01/2031 02/11/2021 79,233.35 85,918.66 ---86,117.94 337.67 3.500 0.025 AAA 256350023 MIM-Sr Lien Reserve Fund-1 36176XQB8 Agency MBS Government National Mortgage Association 05/15/2027 02/23/2021 38,286.60 40,057.36 ---40,235.39 214.63 3.000 0.553 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3140J83R2 Agency MBS Federal National Mortgage Association 10/01/2028 02/26/2021 78,227.71 81,772.40 ---82,129.70 425.25 2.500 0.315 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3138WEMJ5 Agency MBS Federal National Mortgage Association 05/01/2030 ---86,162.31 90,417.80 ---90,602.25 202.44 2.500 0.648 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3131X83H7 Agency MBS Federal Home Loan Mortgage Corporation 04/01/2028 02/26/2021 31,344.46 32,725.57 ---32,842.72 143.76 2.500 0.399 AAA 256350023 MIM-Sr Lien Reserve Fund-1 31418DQ47 Agency MBS Federal National Mortgage Association 07/01/2035 ---192,032.69 198,789.14 ---198,229.59 (314.99) 2.000 1.101 AAA 256350023 MIM-Sr Lien Reserve Fund-1 31418DXH0 Agency MBS Federal National Mortgage Association 02/01/2036 02/24/2021 169,145.85 175,383.11 ---174,604.18 (490.47) 2.000 1.226 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3138EQRJ3 Agency MBS Federal National Mortgage Association 11/01/2030 02/24/2021 56,675.46 60,926.13 ---61,270.14 440.37 3.500 0.083 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3128MMT52 Agency MBS Federal Home Loan Mortgage Corporation 10/01/2030 02/24/2021 101,269.26 106,079.55 ---106,075.50 107.59 2.500 0.857 AAA 256350023 MIM-Sr Lien Reserve Fund-1 31418DYF3 Agency MBS Federal National Mortgage Association 04/01/2031 ---255,692.82 265,086.07 ---264,959.12 21.25 2.000 0.925 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3140J8ME0 Agency MBS Federal National Mortgage Association 12/01/2032 ---58,753.41 62,643.32 ---62,122.92 (552.41) 3.000 1.148 AAA 256350023 MIM-Sr Lien Reserve Fund-1 36179NAH1 Agency MBS Government National Mortgage Association 04/20/2028 03/26/2021 117,676.35 122,493.72 ---122,410.47 (148.57) 2.500 0.800 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3137F4CY6 Agency MBS Federal Home Loan Mortgage Corporation 09/25/2024 03/31/2021 40,000.00 42,250.00 ---42,543.60 454.82 2.920 0.791 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3137AWQG3 Agency MBS Federal Home Loan Mortgage Corporation 04/25/2022 08/19/2020 38,776.79 39,116.09 ---38,969.51 24.36 1.583 0.239 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3137FYUR5 Agency MBS Federal Home Loan Mortgage Corporation 08/25/2024 04/30/2021 274,971.35 275,047.65 ---274,971.35 (36.31) 0.210 0.220 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3132A8GL7 Agency MBS Federal Home Loan Mortgage Corporation 05/01/2031 05/11/2021 75,649.04 80,542.58 ---79,759.81 (788.46) 3.000 1.151 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3132D9C93 Agency MBS Federal Home Loan Mortgage Corporation 10/01/2040 05/12/2021 164,203.62 175,261.70 ---174,960.59 (165.30) 3.000 1.038 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3138ENQD4 Agency MBS Federal National Mortgage Association 10/01/2029 05/14/2021 25,765.10 27,616.98 ---28,001.00 367.70 3.500 -0.300 AAA 256350023 MIM-Sr Lien Reserve Fund-1 31418CDH4 Agency MBS Federal National Mortgage Association 10/01/2031 04/30/2021 205,831.25 216,315.78 ---215,676.15 (566.98) 2.500 0.941 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3136A7MN9 Agency MBS Federal National Mortgage Association 05/25/2022 08/29/2016 158,294.46 162,820.69 ---160,410.85 1,575.71 2.349 -0.023 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3140X7LS6 Agency MBS Federal National Mortgage Association 08/01/2035 05/25/2021 127,181.73 133,520.94 ---133,400.92 (226.18) 2.500 0.876 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3137B3NW4 Agency MBS Federal Home Loan Mortgage Corporation 09/25/2022 04/30/2021 17,520.79 17,756.22 ---17,774.66 44.38 2.778 0.221 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3622A2GC0 Agency MBS Government National Mortgage Association 03/15/2028 05/26/2021 50,568.79 52,512.53 ---52,671.95 132.78 2.500 0.549 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3137BJQ71 Agency MBS Federal Home Loan Mortgage Corporation 05/25/2025 ---175,000.00 188,024.41 ---187,663.00 (222.77) 2.770 0.836 AAA 256350021 MIM-RCTC 2013 Residual Fund 3137B1UF7 Agency MBS Federal Home Loan Mortgage Corporation 09/25/2022 01/25/2018 5,473.20 5,392.82 ---5,513.59 66.09 1.785 0.211 AAA 256350021 MIM-RCTC 2013 Residual Fund 3620ARB67 Agency MBS Government National Mortgage Association 05/15/2025 06/10/2019 34,386.72 35,638.62 ---36,485.35 1,235.09 4.000 -0.419 AAA 256350021 MIM-RCTC 2013 Residual Fund 3140J6DU8 Agency MBS Federal National Mortgage Association 08/01/2031 07/26/2019 0.00 0.00 ---0.00 (0.00) 2.500 0.529 AAA 256350021 MIM-RCTC 2013 Residual Fund 3138EKXL4 Agency MBS Federal National Mortgage Association 03/01/2023 08/21/2019 40,985.51 41,446.60 ---41,729.81 457.93 2.325 0.781 AAA 256350021 MIM-RCTC 2013 Residual Fund 3136AMM48 Agency MBS Federal National Mortgage Association 07/25/2022 08/01/2019 217,394.58 218,617.42 ---218,994.60 1,534.51 2.509 0.614 AAA 256350021 MIM-RCTC 2013 Residual Fund 36178NB99 Agency MBS Government National Mortgage Association 08/15/2027 10/11/2019 72,360.62 73,163.37 ---75,379.50 2,310.79 2.500 0.543 AAA 256350021 MIM-RCTC 2013 Residual Fund 3132G5AV1 Agency MBS Federal Home Loan Mortgage Corporation 07/01/2028 10/11/2019 47,753.00 48,648.37 ---50,200.82 1,713.41 3.000 0.677 AAA 256350021 MIM-RCTC 2013 Residual Fund 36179M4J6 Agency MBS Government National Mortgage Association 03/20/2028 11/20/2019 92,601.22 93,715.33 ---96,580.29 2,958.42 2.500 0.673 AAA 256350021 MIM-RCTC 2013 Residual Fund 36202F2H8 Agency MBS Government National Mortgage Association 01/20/2027 12/12/2019 51,236.71 52,501.62 ---53,740.65 1,358.73 3.000 0.621 AAA 256350021 MIM-RCTC 2013 Residual Fund 36179RFD6 Agency MBS Government National Mortgage Association 06/20/2030 05/01/2020 44,610.11 46,812.73 ---46,944.56 (28.02) 3.000 1.218 AAA 256350021 MIM-RCTC 2013 Residual Fund 36179Q2A8 Agency MBS Government National Mortgage Association 02/20/2030 04/30/2020 232,725.31 246,107.02 ---245,543.82 (1,316.70) 3.000 1.092 AAA 256350021 MIM-RCTC 2013 Residual Fund 3622A2GC0 Agency MBS Government National Mortgage Association 03/15/2028 04/30/2020 168,299.27 175,083.83 ---175,298.83 739.73 2.500 0.549 AAA 256350021 MIM-RCTC 2013 Residual Fund 3137BJP56 Agency MBS Federal Home Loan Mortgage Corporation 01/25/2025 07/23/2020 38,323.96 39,960.22 ---39,842.35 234.77 2.697 0.305 AAA 256350021 MIM-RCTC 2013 Residual Fund 3137BFE80 Agency MBS Federal Home Loan Mortgage Corporation 08/25/2024 07/15/2020 257,106.60 268,475.53 ---266,138.75 484.16 2.720 0.406 AAA 256350021 MIM-RCTC 2013 Residual Fund 3132A85Y1 Agency MBS Federal Home Loan Mortgage Corporation 09/01/2032 08/12/2020 256,240.60 270,053.57 ---268,330.03 (2,011.60) 2.500 0.895 AAA 256350021 MIM-RCTC 2013 Residual Fund 3132AEFC5 Agency MBS Federal Home Loan Mortgage Corporation 11/01/2030 10/14/2020 154,520.20 166,326.52 ---165,532.86 (106.15) 3.500 0.424 AAA 256350021 MIM-RCTC 2013 Residual Fund 3140J7Q32 Agency MBS Federal National Mortgage Association 10/01/2031 10/20/2020 39,677.40 42,727.60 ---43,082.51 471.24 3.500 -0.076 AAA 256350021 MIM-RCTC 2013 Residual Fund 3140J8ME0 Agency MBS Federal National Mortgage Association 12/01/2032 12/30/2020 87,061.87 92,884.14 ---92,054.87 (833.98) 3.000 1.148 AAA 256350021 MIM-RCTC 2013 Residual Fund 31307NTZ7 Agency MBS Federal Home Loan Mortgage Corporation 11/01/2028 01/13/2021 226,844.96 237,797.32 ---237,545.24 166.14 2.500 0.451 AAA 256350021 MIM-RCTC 2013 Residual Fund 3128MMUL5 Agency MBS Federal Home Loan Mortgage Corporation 02/01/2031 01/19/2021 53,707.26 56,543.68 ---56,236.33 (429.49) 2.500 0.900 AAA 256350021 MIM-RCTC 2013 Residual Fund 3137APP61 Agency MBS Federal Home Loan Mortgage Corporation 01/25/2022 09/06/2019 12,421.01 12,623.82 ---12,546.09 94.44 2.789 0.336 AAA 256350021 MIM-RCTC 2013 Residual Fund 3140X4H90 Agency MBS Federal National Mortgage Association 06/01/2032 02/02/2021 205,868.06 217,255.14 ---215,158.89 (2,419.58) 2.500 0.969 AAA 256350021 MIM-RCTC 2013 Residual Fund 3140X9VK8 Agency MBS Federal National Mortgage Association 02/01/2035 02/10/2021 113,619.56 121,821.47 ---119,513.01 (2,263.95) 3.000 1.209 AAA 256350021 MIM-RCTC 2013 Residual Fund 3137AXHN6 Agency MBS Federal Home Loan Mortgage Corporation 02/25/2022 01/25/2018 3,201.56 3,157.54 ---3,206.84 13.74 1.749 0.239 AAA 256350021 MIM-RCTC 2013 Residual Fund 3137B7YY9 Agency MBS Federal Home Loan Mortgage Corporation 01/25/2024 02/26/2021 120,000.00 129,506.25 ---128,120.40 (205.90) 3.490 0.529 AAA 256350021 MIM-RCTC 2013 Residual Fund 31418DYF3 Agency MBS Federal National Mortgage Association 04/01/2031 03/18/2021 48,243.93 49,774.17 ---49,992.29 261.29 2.000 0.925 AAA 256350021 MIM-RCTC 2013 Residual Fund 3137AWQG3 Agency MBS Federal Home Loan Mortgage Corporation 04/25/2022 ---16,157.00 15,856.58 ---16,237.30 169.49 1.583 0.239 AAA 256350021 MIM-RCTC 2013 Residual Fund 3132AEF68 Agency MBS Federal Home Loan Mortgage Corporation 01/01/2033 05/12/2021 71,420.68 77,670.00 ---77,349.31 (388.41) 3.500 0.511 AAA 256350021 MIM-RCTC 2013 Residual Fund 3138L93A8 Agency MBS Federal National Mortgage Association 07/01/2025 05/14/2021 115,973.05 122,573.56 ---121,861.00 (539.34) 2.600 1.308 AAA 256350021 MIM-RCTC 2013 Residual Fund 3140X7LS6 Agency MBS Federal National Mortgage Association 08/01/2035 05/25/2021 190,772.60 200,281.42 ---200,101.38 (339.27) 2.500 0.876 AAA 256350021 MIM-RCTC 2013 Residual Fund 3137BJQ71 Agency MBS Federal Home Loan Mortgage Corporation 05/25/2025 ---250,000.00 268,755.86 ---268,090.00 (435.47) 2.770 0.836 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3620ARB67 Agency MBS Government National Mortgage Association 05/15/2025 06/10/2019 104,997.64 108,820.21 ---111,405.65 3,771.25 4.000 -0.419 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 36297GCD0 Agency MBS Government National Mortgage Association 02/15/2025 06/12/2019 52,370.92 54,574.19 ---54,891.53 1,059.35 4.500 0.999 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3620C4SU5 Agency MBS Government National Mortgage Association 09/15/2025 06/12/2019 55,741.71 57,803.72 ---59,180.97 1,977.55 4.000 0.078 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137B1BS0 Agency MBS Federal Home Loan Mortgage Corporation 11/25/2022 ---645,000.00 652,086.14 ---661,886.10 14,645.52 2.510 0.350 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137F4D41 Agency MBS Federal Home Loan Mortgage Corporation 01/25/2028 06/27/2019 150,000.00 163,248.05 ---170,920.50 10,620.69 3.600 1.329 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137B1U75 Agency MBS Federal Home Loan Mortgage Corporation 01/25/2023 06/27/2019 303,071.75 305,995.91 ---309,251.38 5,348.24 2.522 0.384 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137BM6P6 Agency MBS Federal Home Loan Mortgage Corporation 08/25/2022 06/28/2019 197,875.32 203,255.06 ---202,305.75 2,928.12 3.090 0.504 AAA Page 4 of 43 18 Source Account Account Identifier Security Type Category Issuer Final Maturity Trade Date Current Face Value Original Cost Next Call Date Base Market Value Base Net Total Unrealized Gain/Loss Coupon Yield Summarized Credit Rating 91 CIP STAMP Portfolio by Investment Category for quarter ended June 30, 2021 256350018 MIM-RCTC 91 TIFIA Reserve 3137F4CY6 Agency MBS Federal Home Loan Mortgage Corporation 09/25/2024 06/28/2019 190,000.00 195,907.81 ---202,082.10 8,541.30 2.920 0.791 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137FBAJ5 Agency MBS Federal Home Loan Mortgage Corporation 08/25/2027 06/26/2019 200,000.00 211,593.75 ---222,968.00 14,139.23 3.281 1.279 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 31419AM53 Agency MBS Federal National Mortgage Association 08/01/2024 06/28/2019 26,667.70 27,651.07 ---27,155.18 135.96 5.500 1.078 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3136AHAE0 Agency MBS Federal National Mortgage Association 04/25/2023 06/28/2019 33,996.53 34,310.32 ---34,896.42 607.73 2.634 0.173 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3138EJPZ5 Agency MBS Federal National Mortgage Association 07/01/2022 07/22/2019 166,586.38 169,625.28 ---168,410.50 698.40 2.996 1.171 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 38378KWU9 Agency MBS Government National Mortgage Association 11/16/2041 ---11,325.84 10,829.09 ---11,351.66 206.15 1.400 0.765 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137BSRZ8 Agency MBS Federal Home Loan Mortgage Corporation 09/25/2022 06/28/2019 55,252.59 56,342.54 ---56,409.58 533.83 2.838 0.518 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 38378NWU3 Agency MBS Government National Mortgage Association 06/16/2048 06/27/2019 0.00 0.00 ---(0.00)(0.00) 3.131 1.124 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137FNAD2 Agency MBS Federal Home Loan Mortgage Corporation 11/25/2028 08/01/2019 145,436.12 148,338.73 ---155,221.06 7,716.62 2.631 1.045 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3138LFGP7 Agency MBS Federal National Mortgage Association 10/01/2028 08/07/2019 296,570.27 306,660.61 ---318,602.48 13,183.81 2.550 1.450 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3138EKXL4 Agency MBS Federal National Mortgage Association 03/01/2023 08/21/2019 38,423.92 38,856.19 ---39,121.70 429.31 2.325 0.781 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137FL6P4 Agency MBS Federal Home Loan Mortgage Corporation 01/25/2029 09/09/2019 275,000.00 307,108.40 ---316,142.75 14,877.34 3.563 1.432 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137BP4K2 Agency MBS Federal Home Loan Mortgage Corporation 03/25/2026 09/09/2019 200,000.00 210,125.00 ---215,642.00 8,281.94 2.849 1.112 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3138L2QG5 Agency MBS Federal National Mortgage Association 01/01/2028 09/09/2019 248,516.81 263,709.36 ---271,961.89 9,475.72 3.010 1.527 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 36178NB99 Agency MBS Government National Mortgage Association 08/15/2027 10/11/2019 28,944.24 29,265.35 ---30,151.80 924.31 2.500 0.543 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137BJQ71 Agency MBS Federal Home Loan Mortgage Corporation 05/25/2025 10/30/2019 200,000.00 206,296.88 ---214,472.00 10,083.30 2.770 0.836 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137BLAC2 Agency MBS Federal Home Loan Mortgage Corporation 06/25/2025 ---150,000.00 159,648.05 ---163,345.50 6,540.88 3.284 0.860 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 36179M4J6 Agency MBS Government National Mortgage Association 03/20/2028 11/20/2019 111,121.46 112,458.40 ---115,896.35 3,550.10 2.500 0.673 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 36202F2H8 Agency MBS Government National Mortgage Association 01/20/2027 12/12/2019 116,447.07 119,321.86 ---122,137.84 3,088.02 3.000 0.621 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137FPJF3 Agency MBS Federal Home Loan Mortgage Corporation 06/25/2029 01/08/2020 193,740.58 194,618.46 ---205,969.48 11,626.59 2.258 0.644 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137FQ3Y7 Agency MBS Federal Home Loan Mortgage Corporation 07/25/2029 01/08/2020 194,449.70 194,518.06 ---205,706.39 11,260.25 2.190 0.922 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 31417YKF3 Agency MBS Federal National Mortgage Association 01/01/2030 ---44,072.27 48,170.38 ---47,836.48 (68.56) 4.500 0.935 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 36179RFD6 Agency MBS Government National Mortgage Association 06/20/2030 05/01/2020 16,728.79 17,554.77 ---17,604.21 (10.50) 3.000 1.218 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 36179NKP2 Agency MBS Government National Mortgage Association 08/20/2028 ---92,549.10 96,463.15 ---96,530.56 153.77 2.500 0.755 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 36179MU24 Agency MBS Government National Mortgage Association 12/20/2027 04/28/2020 43,962.12 45,844.25 ---45,420.79 (348.29) 2.500 1.025 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 36179MZV5 Agency MBS Government National Mortgage Association 02/20/2028 04/28/2020 59,026.60 61,553.68 ---61,562.38 138.61 2.500 0.655 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 36179MEK2 Agency MBS Government National Mortgage Association 06/20/2027 04/28/2020 76,064.18 79,320.68 ---78,584.95 (496.01) 2.500 0.947 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3140JAU97 Agency MBS Federal National Mortgage Association 05/01/2023 05/20/2020 42,885.73 44,587.76 ---43,750.31 (199.59) 2.642 0.913 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 36179MU32 Agency MBS Government National Mortgage Association 12/20/2027 06/22/2020 79,850.65 84,142.62 ---83,768.92 (316.44) 3.000 0.889 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3128MMUL5 Agency MBS Federal Home Loan Mortgage Corporation 02/01/2031 06/22/2020 100,904.55 105,634.45 ---105,656.15 (259.20) 2.500 0.900 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3620ARZE4 Agency MBS Government National Mortgage Association 02/15/2026 06/22/2020 72,166.19 75,503.88 ---75,819.24 328.52 3.000 0.111 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 36176XE21 Agency MBS Government National Mortgage Association 03/15/2027 06/22/2020 138,124.46 144,728.54 ---145,152.23 567.84 3.000 0.465 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 36179NAJ7 Agency MBS Government National Mortgage Association 04/20/2028 06/30/2020 30,073.26 31,741.39 ---31,549.86 (146.96) 3.000 0.950 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137BVZ74 Agency MBS Federal Home Loan Mortgage Corporation 08/25/2026 07/09/2020 297,066.64 318,128.20 ---316,170.99 2,864.89 3.045 0.511 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3132A85Y1 Agency MBS Federal Home Loan Mortgage Corporation 09/01/2032 08/12/2020 204,474.81 215,497.29 ---214,121.94 (1,605.23) 2.500 0.895 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3132A9T64 Agency MBS Federal Home Loan Mortgage Corporation 10/01/2032 08/14/2020 131,508.34 138,597.46 ---138,903.05 (832.29) 3.000 1.140 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137FMD66 Agency MBS Federal Home Loan Mortgage Corporation 05/25/2026 08/18/2020 74,336.53 78,192.74 ---77,376.90 (1,500.52) 2.283 0.961 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3138X0ZY7 Agency MBS Federal National Mortgage Association 07/01/2028 08/31/2020 37,843.77 39,765.52 ---39,650.43 2.66 2.500 0.458 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137FWHY9 Agency MBS Federal Home Loan Mortgage Corporation 09/25/2030 09/15/2020 191,500.73 190,543.22 ---184,187.32 (6,412.19) 0.826 1.481 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 31418AM39 Agency MBS Federal National Mortgage Association 12/01/2027 09/22/2020 42,981.73 44,875.63 ---45,034.11 205.11 2.500 0.319 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137FBAB2 Agency MBS Federal Home Loan Mortgage Corporation 08/25/2027 09/22/2020 130,000.00 142,690.23 ---139,791.60 (254.44) 3.038 0.419 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3128MENS6 Agency MBS Federal Home Loan Mortgage Corporation 01/01/2029 10/01/2020 36,183.44 37,868.22 ---37,794.33 41.97 2.500 0.541 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3132AEFC5 Agency MBS Federal Home Loan Mortgage Corporation 11/01/2030 10/14/2020 399,420.15 429,938.35 ---427,886.83 (274.37) 3.500 0.424 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 36179RHM4 Agency MBS Government National Mortgage Association 07/20/2030 10/27/2020 77,183.35 81,766.11 ---82,791.49 1,047.01 3.500 0.726 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 36179TF83 Agency MBS Government National Mortgage Association 09/20/2032 10/26/2020 75,774.70 80,629.02 ---81,272.16 146.43 3.500 1.052 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3140J6FU6 Agency MBS Federal National Mortgage Association 10/01/2032 11/03/2020 90,365.28 96,464.94 ---96,326.68 (146.05) 3.000 0.841 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137B7YX1 Agency MBS Federal Home Loan Mortgage Corporation 04/25/2023 12/23/2020 129,086.30 132,293.29 ---131,680.93 88.55 2.592 0.077 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137BYPQ7 Agency MBS Federal Home Loan Mortgage Corporation 04/25/2024 11/30/2020 224,709.14 239,894.57 ---236,068.19 (1,109.51) 2.905 0.877 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3132AEFK7 Agency MBS Federal Home Loan Mortgage Corporation 04/01/2033 01/14/2021 85,011.14 92,476.19 ---91,646.26 (851.47) 3.500 0.704 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3132AEF68 Agency MBS Federal Home Loan Mortgage Corporation 01/01/2033 ---158,367.59 172,135.51 ---171,513.69 (509.96) 3.500 0.511 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 31418DVU3 Agency MBS Federal National Mortgage Association 01/01/2031 01/21/2021 184,721.70 193,034.18 ---191,133.39 (1,539.05) 2.000 0.879 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3140X4H90 Agency MBS Federal National Mortgage Association 06/01/2032 02/02/2021 162,978.89 171,993.66 ---170,334.13 (1,915.50) 2.500 0.969 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 31307NP40 Agency MBS Federal Home Loan Mortgage Corporation 07/01/2030 02/05/2021 202,640.60 217,458.70 ---214,501.15 (2,388.16) 3.000 0.943 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3140X9VK8 Agency MBS Federal National Mortgage Association 02/01/2035 02/10/2021 227,239.12 243,642.95 ---239,026.01 (4,527.90) 3.000 1.209 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3138ETQP4 Agency MBS Federal National Mortgage Association 06/01/2031 02/11/2021 90,037.90 97,634.85 ---97,861.29 383.71 3.500 0.025 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 36176XQB8 Agency MBS Government National Mortgage Association 05/15/2027 02/23/2021 44,176.85 46,220.02 ---46,425.45 247.66 3.000 0.553 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3140J83R2 Agency MBS Federal National Mortgage Association 10/01/2028 02/26/2021 97,784.64 102,215.50 ---102,662.14 531.57 2.500 0.315 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3138WEMJ5 Agency MBS Federal National Mortgage Association 05/01/2030 ---101,828.18 106,884.11 ---107,075.39 198.57 2.500 0.648 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3131X83H7 Agency MBS Federal Home Loan Mortgage Corporation 04/01/2028 02/26/2021 35,822.23 37,400.66 ---37,534.53 164.28 2.500 0.399 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 31418DXH0 Agency MBS Federal National Mortgage Association 02/01/2036 02/24/2021 193,309.54 200,437.83 ---199,547.64 (560.54) 2.000 1.226 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3138EQRJ3 Agency MBS Federal National Mortgage Association 11/01/2030 02/24/2021 65,866.08 70,806.03 ---71,205.84 511.79 3.500 0.083 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3128MMT52 Agency MBS Federal Home Loan Mortgage Corporation 10/01/2030 02/24/2021 115,736.29 121,233.76 ---121,229.13 122.97 2.500 0.857 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 31418DQ47 Agency MBS Federal National Mortgage Association 07/01/2035 ---225,920.81 233,836.87 ---233,211.28 (345.11) 2.000 1.101 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 31418DYF3 Agency MBS Federal National Mortgage Association 04/01/2031 ---299,112.35 310,105.95 ---309,952.18 19.27 2.000 0.925 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3140J8ME0 Agency MBS Federal National Mortgage Association 12/01/2032 ---73,174.70 78,017.02 ---77,371.27 (686.21) 3.000 1.148 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 36179NAH1 Agency MBS Government National Mortgage Association 04/20/2028 03/26/2021 138,554.40 144,226.48 ---144,128.45 (174.94) 2.500 0.800 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 36179NHK7 Agency MBS Government National Mortgage Association 07/20/2028 04/14/2021 86,461.05 90,892.18 ---90,709.75 (141.56) 3.000 1.005 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 36202F3H7 Agency MBS Government National Mortgage Association 02/20/2027 04/14/2021 67,543.85 70,372.26 ---70,846.75 517.26 3.000 0.619 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137AWQG3 Agency MBS Federal Home Loan Mortgage Corporation 04/25/2022 06/07/2019 103,404.78 102,257.64 ---103,918.71 960.81 1.583 0.239 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137FYUR5 Agency MBS Federal Home Loan Mortgage Corporation 08/25/2024 04/30/2021 324,966.14 325,056.31 ---324,966.14 (42.90) 0.210 0.220 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3132A8GL7 Agency MBS Federal Home Loan Mortgage Corporation 05/01/2031 05/11/2021 94,561.29 100,678.24 ---99,699.75 (985.58) 3.000 1.151 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3132D9C93 Agency MBS Federal Home Loan Mortgage Corporation 10/01/2040 05/12/2021 190,831.22 203,682.52 ---203,332.57 (192.12) 3.000 1.038 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3138ENQD4 Agency MBS Federal National Mortgage Association 10/01/2029 05/14/2021 63,124.52 67,661.60 ---68,602.47 900.88 3.500 -0.300 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 31418CDH4 Agency MBS Federal National Mortgage Association 10/01/2031 04/30/2021 236,705.94 248,763.14 ---248,027.58 (652.03) 2.500 0.941 AAA Page 5 of 43 19 Source Account Account Identifier Security Type Category Issuer Final Maturity Trade Date Current Face Value Original Cost Next Call Date Base Market Value Base Net Total Unrealized Gain/Loss Coupon Yield Summarized Credit Rating 91 CIP STAMP Portfolio by Investment Category for quarter ended June 30, 2021 256350018 MIM-RCTC 91 TIFIA Reserve 3136A7MN9 Agency MBS Federal National Mortgage Association 05/25/2022 08/22/2019 87,061.95 87,765.93 ---88,225.96 946.84 2.349 -0.023 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3140X7LS6 Agency MBS Federal National Mortgage Association 08/01/2035 05/25/2021 147,053.87 154,383.60 ---154,244.81 (261.53) 2.500 0.876 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3622A2GC0 Agency MBS Government National Mortgage Association 03/15/2028 05/26/2021 59,892.41 62,194.53 ---62,383.34 157.26 2.500 0.549 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137B3NW4 Agency MBS Federal Home Loan Mortgage Corporation 09/25/2022 04/30/2021 21,024.94 21,307.47 ---21,329.59 53.26 2.778 0.221 AAA 256350021 MIM-RCTC 2013 Residual Fund 38013FAD3 Asset Backed GM Financial Consumer Automobile Receivables Trust 2018-4 10/16/2023 07/24/2019 28,935.10 29,465.19 --- 29,280.87 172.71 3.210 1.094 AAA 256350021 MIM-RCTC 2013 Residual Fund 12596EAC8 Asset Backed CNH Equipment Trust 2018-B 11/15/2023 12/05/2019 75,400.00 76,631.14 ---76,407.34 539.97 3.190 0.540 AAA 256350021 MIM-RCTC 2013 Residual Fund 14315XAC2 Asset Backed Carmax Auto Owner Trust 2020-1 12/16/2024 01/14/2020 60,000.00 59,988.23 ---61,096.20 1,102.19 1.890 0.631 AAA 256350021 MIM-RCTC 2013 Residual Fund 14041NFU0 Asset Backed Capital One Multi-Asset Execution Trust, Series 2019-2 09/15/2022 03/13/2020 100,000.00 100,312.50 ---101,722.00 1,569.44 1.720 0.292 AAA 256350021 MIM-RCTC 2013 Residual Fund 34528QHK3 Asset Backed Ford Credit Floorplan Master Owner Trust A, Series 2020-1 09/15/2025 09/15/2020 225,000.00 224,986.86 ---226,102.50 1,112.22 0.700 0.477 AAA 256350021 MIM-RCTC 2013 Residual Fund 98162HAC4 Asset Backed World Omni Automobile Lease Securitization Trust 2020-A 01/17/2023 02/04/2021 235,000.00 239,773.44 ---238,539.10 190.51 1.700 0.089 AAA 256350021 MIM-RCTC 2013 Residual Fund 98162YAD5 Asset Backed World Omni Auto Receivables Trust 2019-A 05/15/2024 02/04/2021 101,178.29 102,992.39 --- 102,724.30 (105.78) 3.040 0.919 AAA 256350021 MIM-RCTC 2013 Residual Fund 92347YAA2 Asset Backed Verizon Owner Trust 2019-A 09/20/2023 02/04/2021 121,114.63 123,172.63 ---122,559.53 (125.12) 2.930 0.607 AAA 256350021 MIM-RCTC 2013 Residual Fund 34528QFU3 Asset Backed Ford Credit Floorplan Master Owner Trust A, 2017-3 09/15/2022 02/12/2021 100,000.00 103,445.31 ---102,678.00 49.14 2.480 0.260 AAA 256350021 MIM-RCTC 2013 Residual Fund 14315XAD0 Asset Backed Carmax Auto Owner Trust 2020-1 06/16/2025 03/03/2021 280,000.00 291,309.38 ---290,586.80 408.08 2.030 0.703 AAA 256350021 MIM-RCTC 2013 Residual Fund 34528QGX6 Asset Backed Ford Credit Floorplan Master Owner Trust A , Series 2019-2 04/15/2024 05/24/2021 100,000.00 107,390.62 ---106,856.00 (287.96) 3.250 0.768 AA 256350021 MIM-RCTC 2013 Residual Fund 69353RFU7 Corporate PNC Bank, National Association 02/24/2023 02/20/2020 250,000.00 250,000.00 02/24/2022 250,467.50 467.50 0.475 0.195 A 256350021 MIM-RCTC 2013 Residual Fund 14913R2D8 Corporate Caterpillar Financial Services Corporation 07/07/2023 07/06/2020 200,000.00 199,888.00 ---201,134.00 1,209.60 0.650 0.368 A 256350021 MIM-RCTC 2013 Residual Fund 06051GHC6 Corporate Bank of America Corporation 12/20/2023 10/09/2020 185,000.00 194,412.80 12/20/2022 191,724.75 372.28 3.004 0.522 A 256350021 MIM-RCTC 2013 Residual Fund 46647PAY2 Corporate JPMorgan Chase & Co.12/05/2024 ---495,000.00 544,824.45 12/05/2023 534,268.35 (1,885.63) 4.023 0.724 A 256350021 MIM-RCTC 2013 Residual Fund 06051GJH3 Corporate Bank of America Corporation 10/24/2024 11/05/2020 205,000.00 205,604.75 10/24/2023 205,852.80 378.57 0.810 0.629 A 256350021 MIM-RCTC 2013 Residual Fund 6174468T9 Corporate Morgan Stanley 11/10/2023 11/09/2020 380,000.00 380,000.00 11/10/2022 380,478.80 478.80 0.560 0.467 A 256350021 MIM-RCTC 2013 Residual Fund 38141GXL3 Corporate The Goldman Sachs Group, Inc.11/17/2023 ---485,000.00 486,140.00 11/17/2022 485,145.50 (695.47) 0.627 0.598 A 256350021 MIM-RCTC 2013 Residual Fund 863667BB6 Corporate Stryker Corporation 12/01/2023 11/18/2020 160,000.00 159,860.80 12/01/2021 159,872.00 (16.45) 0.600 0.633 A 256350021 MIM-RCTC 2013 Residual Fund 637432MV4 Corporate National Rural Utilities Cooperative Finance Corporation 11/15/2023 12/23/2020 165,000.00 178,234.65 08/15/2023 175,177.20 (509.40) 3.400 0.479 A 256350021 MIM-RCTC 2013 Residual Fund 89236THU2 Corporate Toyota Motor Credit Corporation 01/11/2024 01/06/2021 170,000.00 169,989.80 ---169,442.40 (549.00) 0.450 0.581 A 256350021 MIM-RCTC 2013 Residual Fund 21688AAQ5 Corporate Coöperatieve Rabobank U.A., New York Branch 01/12/2024 01/05/2021 285,000.00 284,803.35 ---283,817.25 (1,016.73) 0.375 0.540 AA 256350021 MIM-RCTC 2013 Residual Fund 22550L2E0 Corporate Credit Suisse AG, New York Branch 02/02/2024 01/26/2021 250,000.00 250,000.00 ---248,970.00 (1,030.00) 0.495 0.656 AA 256350021 MIM-RCTC 2013 Residual Fund 20030NCR0 Corporate Comcast Corporation 04/15/2024 02/04/2021 250,000.00 275,055.00 03/15/2024 271,092.50 (780.04) 3.700 0.557 A 256350021 MIM-RCTC 2013 Residual Fund 91159HHV5 Corporate U.S. Bancorp 02/05/2024 02/04/2021 500,000.00 543,865.00 01/05/2024 535,490.00 (2,442.26) 3.375 0.529 A 256350021 MIM-RCTC 2013 Residual Fund 95000U2R3 Corporate Wells Fargo & Company 06/02/2024 03/05/2021 395,000.00 404,254.85 06/02/2023 403,449.05 471.61 1.654 0.534 A 256350021 MIM-RCTC 2013 Residual Fund 842400HC0 Corporate Southern California Edison Company 04/01/2024 03/24/2021 160,000.00 160,000.00 04/01/2023 160,628.80 628.80 0.845 0.658 A 256350021 MIM-RCTC 2013 Residual Fund 49327M2K9 Corporate KeyBank National Association 06/01/2025 03/31/2021 250,000.00 271,962.50 ---273,142.50 2,406.47 3.300 0.891 A 256350021 MIM-RCTC 2013 Residual Fund 172967MX6 Corporate Citigroup Inc.05/01/2025 04/27/2021 165,000.00 165,000.00 05/01/2024 165,392.70 392.70 0.981 0.851 A 256350021 MIM-RCTC 2013 Residual Fund 440452AG5 Corporate Hormel Foods Corporation 06/03/2024 05/25/2021 215,000.00 214,961.30 06/03/2022 215,468.70 506.42 0.650 0.414 A 256350021 MIM-RCTC 2013 Residual Fund 89788MAF9 Corporate Truist Financial Corporation 06/09/2025 06/02/2021 245,000.00 245,000.00 06/09/2024 245,284.20 284.20 0.428 0.411 A 256350023 MIM-Sr Lien Reserve Fund-1 CCYUSD Currency UNITED STATES OF AMERICA 06/30/2021 ---0.00 (452,609.14)---(452,609.14)0.00 0.000 0.000 AAA 256350021 MIM-RCTC 2013 Residual Fund CCYUSD Currency UNITED STATES OF AMERICA 06/30/2021 ---0.00 (966,244.23)---(966,244.23)0.00 0.000 0.000 AAA 256350018 MIM-RCTC 91 TIFIA Reserve CCYUSD Currency UNITED STATES OF AMERICA 06/30/2021 ---0.00 0.00 ---0.00 0.00 0.000 0.000 AAA 256350018 MIM-RCTC 91 TIFIA Reserve CCYUSD Currency UNITED STATES OF AMERICA 06/30/2021 ---0.00 (685,074.72)---(685,074.72)0.00 0.000 0.000 AAA 256350023 MIM-Sr Lien Reserve Fund-1 31846V401 MM Fund First American Funds, Inc. - Government Obligations Fund 06/30/2021 ---0.00 479,362.05 ---479,362.05 0.00 0.010 0.010 AAA 256350021 MIM-RCTC 2013 Residual Fund 31846V401 MM Fund First American Funds, Inc. - Government Obligations Fund 06/30/2021 ---0.00 1,134,257.70 ---1,134,257.70 0.00 0.010 0.010 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 31846V401 MM Fund First American Funds, Inc. - Government Obligations Fund 06/30/2021 ---0.00 748,456.83 ---748,456.83 0.00 0.010 0.010 AAA 256350021 MIM-RCTC 2013 Residual Fund 650036AS5 Muni The New York State Urban Development Corporation 03/15/2024 06/18/2020 180,000.00 180,000.00 --- 181,553.40 1,553.40 0.965 0.643 AA 256350021 MIM-RCTC 2013 Residual Fund 194740PF7 Muni Collin County Texas 02/15/2024 06/25/2020 175,000.00 175,000.00 --- 175,735.00 735.00 0.867 0.705 AAA 256350021 MIM-RCTC 2013 Residual Fund 64971QWL3 Muni New York City Transitional Finance Authority 08/01/2023 07/07/2020 155,000.00 164,850.25 ---162,398.15 667.01 2.710 0.410 AAA 256350021 MIM-RCTC 2013 Residual Fund 916544ES4 Muni Upper Santa Clara Valley Joint Powers Authority 08/01/2023 07/16/2020 170,000.00 170,000.00 ---171,147.50 1,147.50 0.680 0.355 AA 256350021 MIM-RCTC 2013 Residual Fund 283062DK0 Muni El Dorado Irrigation District 03/01/2022 06/16/2020 155,000.00 155,000.00 ---155,485.15 485.15 0.739 0.271 AA 256350021 MIM-RCTC 2013 Residual Fund 072024WW8 Muni Bay Area Toll Authority 04/01/2022 09/20/2019 95,000.00 95,000.00 ---96,246.40 1,246.40 2.128 0.381 AA 256350021 MIM-RCTC 2013 Residual Fund 783186TZ2 Muni Rutgers, The State University of New Jersey 05/01/2022 10/18/2019 105,000.00 105,000.00 ---106,502.55 1,502.55 2.057 0.341 AA 256350021 MIM-RCTC 2013 Residual Fund 64990FD43 Muni Dormitory Authority of the State of New York 03/15/2025 06/16/2021 175,000.00 175,000.00 ---174,851.25 (148.75) 0.887 0.910 AA 256350021 MIM-RCTC 2013 Residual Fund 4581X0CZ9 Non-US Gov Inter-American Development Bank 09/14/2022 09/30/2019 650,000.00 652,067.00 ---662,207.00 11,350.97 1.750 0.190 AAA 256350023 MIM-Sr Lien Reserve Fund-1 9128285W6 TIPS United States Department of The Treasury 01/15/2029 08/26/2019 132,167.50 142,341.12 ---152,919.12 12,576.42 0.875 -1.114 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 9128285W6 TIPS United States Department of The Treasury 01/15/2029 ---158,601.00 167,501.78 ---183,502.94 17,784.15 0.875 -1.114 AAA 256350023 MIM-Sr Lien Reserve Fund-1 912828G38 US Gov United States Department of The Treasury 11/15/2024 04/18/2017 760,000.00 770,717.19 ---803,403.60 38,423.98 2.250 0.540 AAA 256350023 MIM-Sr Lien Reserve Fund-1 912828XB1 US Gov United States Department of The Treasury 05/15/2025 --- 1,250,000.00 1,278,552.74 ---1,319,875.00 53,767.53 2.125 0.661 AAA 256350023 MIM-Sr Lien Reserve Fund-1 91282CAM3 US Gov United States Department of The Treasury 09/30/2025 10/30/2020 425,000.00 422,376.95 ---416,053.75 (6,677.29) 0.250 0.754 AAA 256350023 MIM-Sr Lien Reserve Fund-1 91282CAE1 US Gov United States Department of The Treasury 08/15/2030 12/04/2020 90,000.00 87,148.83 ---83,847.60 (3,460.72) 0.625 1.426 AAA 256350023 MIM-Sr Lien Reserve Fund-1 912828ZF0 US Gov United States Department of The Treasury 03/31/2025 03/08/2021 365,000.00 362,889.84 ---363,189.60 139.42 0.500 0.634 AAA 256350023 MIM-Sr Lien Reserve Fund-1 912828J43 US Gov United States Department of The Treasury 02/28/2022 06/30/2021 445,000.00 450,006.25 ---449,970.65 (35.60) 1.750 0.078 AAA 256350021 MIM-RCTC 2013 Residual Fund 912828L57 US Gov United States Department of The Treasury 09/30/2022 --- 2,150,000.00 2,158,926.57 ---2,193,258.00 39,115.66 1.750 0.140 AAA 256350021 MIM-RCTC 2013 Residual Fund 912828YK0 US Gov United States Department of The Treasury 10/15/2022 --- 1,820,000.00 1,830,721.10 ---1,848,719.60 19,974.22 1.375 0.152 AAA 256350021 MIM-RCTC 2013 Residual Fund 912828ZD5 US Gov United States Department of The Treasury 03/15/2023 --- 1,560,000.00 1,572,206.84 ---1,567,924.80 (888.25) 0.500 0.202 AAA 256350021 MIM-RCTC 2013 Residual Fund 912828T67 US Gov United States Department of The Treasury 10/31/2021 12/09/2019 380,000.00 377,075.78 ---381,504.80 2,023.33 1.250 0.065 AAA 256350021 MIM-RCTC 2013 Residual Fund 912828ZP8 US Gov United States Department of The Treasury 05/15/2023 11/09/2020 810,000.00 808,354.69 ---808,485.30 (285.74) 0.125 0.225 AAA 256350021 MIM-RCTC 2013 Residual Fund 91282CAP6 US Gov United States Department of The Treasury 10/15/2023 12/31/2020 350,000.00 349,753.91 ---348,495.00 (1,302.08) 0.125 0.313 AAA 256350021 MIM-RCTC 2013 Residual Fund 912828J43 US Gov United States Department of The Treasury 02/28/2022 --- 1,350,000.00 1,364,717.78 ---1,365,079.50 1,115.61 1.750 0.078 AAA 256350021 MIM-RCTC 2013 Residual Fund 912828H86 US Gov United States Department of The Treasury 01/31/2022 04/29/2021 2,000,000.00 2,021,953.13 ---2,016,880.00 (88.17) 1.500 0.058 AAA 256350021 MIM-RCTC 2013 Residual Fund 912828YZ7 US Gov United States Department of The Treasury 12/31/2021 ---610,000.00 616,201.37 ---614,739.70 (74.48) 1.625 0.070 AAA 256350021 MIM-RCTC 2013 Residual Fund 912828YY0 US Gov United States Department of The Treasury 12/31/2024 06/21/2021 775,000.00 805,485.35 ---806,488.25 1,144.53 1.750 0.576 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 912828L57 US Gov United States Department of The Treasury 09/30/2022 09/10/2019 105,000.00 105,652.15 ---107,112.60 1,841.82 1.750 0.140 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 912828XB1 US Gov United States Department of The Treasury 05/15/2025 ---710,000.00 744,402.74 ---749,689.00 13,073.68 2.125 0.661 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 912828YK0 US Gov United States Department of The Treasury 10/15/2022 ---750,000.00 763,253.90 ---761,835.00 4,520.29 1.375 0.152 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 91282CAM3 US Gov United States Department of The Treasury 09/30/2025 10/30/2020 700,000.00 695,679.69 ---685,265.00 (10,997.90) 0.250 0.754 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 91282CAP6 US Gov United States Department of The Treasury 10/15/2023 --- 1,530,000.00 1,524,537.31 ---1,523,421.00 (1,972.64) 0.125 0.313 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 91282CAE1 US Gov United States Department of The Treasury 08/15/2030 12/04/2020 110,000.00 106,515.23 ---102,480.40 (4,229.76) 0.625 1.426 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 912828ZF0 US Gov United States Department of The Treasury 03/31/2025 ---400,000.00 398,056.64 ---398,016.00 (77.98) 0.500 0.634 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 912828G38 US Gov United States Department of The Treasury 11/15/2024 06/30/2021 350,000.00 370,125.00 ---369,988.50 (136.50) 2.250 0.540 AAA Page 6 of 43 20 Source Account Account Identifier Security Type Category Issuer Final Maturity Trade Date Current Face Value Original Cost Next Call Date Base Market Value Base Net Total Unrealized Gain/Loss Coupon Yield Summarized Credit Rating 91 CIP STAMP Portfolio by Investment Category for quarter ended June 30, 2021 256350021 MIM-RCTC 2013 Residual Fund 196480CW5 VRDN Colorado Housing and Finance Authority, Inc.10/01/2051 03/19/2020 200,000.00 200,000.00 07/20/2021 200,000.00 0.00 0.070 0.070 AAA 63,685,812.49 65,528,095.59 65,898,392.85 561,899.94 Page 7 of 43 21 Source Account Account Identifier Security Type Category Issuer Final Maturity Trade Date Current Face Value Original Cost Next Call Date Base Market Value Base Net Total Unrealized Gain/Loss Coupon Yield Summarized Credit Rating 256350018 MIM-RCTC 91 TIFIA Reserve 3130AFFX0 Agency Federal Home Loan Banks 11/16/2028 09/11/2019 200,000.00 222,450.00 ---227,152.00 8,806.34 3.250 1.313 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3134GWND4 Agency Federal Home Loan Mortgage Corporation 08/12/2025 08/14/2020 325,000.00 324,545.00 08/12/2021 323,635.00 (988.42) 0.600 0.704 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3134GWTL0 Agency Federal Home Loan Mortgage Corporation 09/28/2023 09/23/2020 315,000.00 314,952.75 09/28/2021 315,075.60 110.95 0.300 0.202 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3134GXDT8 Agency Federal Home Loan Mortgage Corporation 11/24/2023 11/19/2020 160,000.00 160,000.00 08/24/2021 159,953.60 (46.40) 0.350 0.362 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137EADB2 Agency Federal Home Loan Mortgage Corporation 01/13/2022 06/06/2019 350,000.00 354,036.55 ---354,284.00 3,439.44 2.375 0.091 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3136ADFF1 Agency CMO Federal National Mortgage Association 04/25/2023 06/10/2019 37,805.33 37,261.88 ---38,015.90 497.51 1.500 0.469 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137B6DF5 Agency CMO Federal Home Loan Mortgage Corporation 11/15/2026 06/18/2019 93,836.57 92,861.55 ---95,617.59 2,413.10 2.000 0.360 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 38377YTL4 Agency CMO Government National Mortgage Association 05/20/2040 06/17/2019 58,628.58 57,914.04 ---59,354.99 1,360.39 2.000 1.008 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 38378WUY7 Agency CMO Government National Mortgage Association 06/20/2041 06/12/2019 9,441.07 9,455.82 ---9,447.40 15.50 2.500 0.065 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137B1UG5 Agency CMO Federal Home Loan Mortgage Corporation 01/25/2023 06/25/2019 200,000.00 204,101.56 ---206,106.00 4,580.43 2.637 0.353 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3136AGZA3 Agency CMO Federal National Mortgage Association 09/25/2030 06/25/2019 0.01 0.01 ---0.01 (0.00) 3.000 1.012 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137AXHP1 Agency CMO Federal Home Loan Mortgage Corporation 09/25/2022 06/28/2019 150,000.00 152,232.42 ---153,291.00 2,631.26 2.573 0.473 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 38377REV3 Agency CMO Government National Mortgage Association 10/20/2039 07/01/2019 0.01 0.01 ---0.01 0.00 3.500 -0.434 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 38378TAF7 Agency CMO Government National Mortgage Association 07/20/2041 07/05/2019 71,388.23 71,522.09 ---73,606.26 2,145.85 2.500 0.702 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 38377QKH9 Agency CMO Government National Mortgage Association 08/20/2040 08/20/2019 20,530.19 20,903.10 ---21,058.23 301.01 3.000 0.262 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 38376V2E6 Agency CMO Government National Mortgage Association 07/16/2039 08/06/2019 68,665.34 71,454.87 ---72,742.69 2,028.52 4.000 0.344 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 38379JM99 Agency CMO Government National Mortgage Association 02/16/2041 ---18,847.59 18,894.66 ---18,905.83 55.46 2.500 -1.053 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 38378JZD7 Agency CMO Government National Mortgage Association 12/20/2040 10/16/2019 23,412.30 23,119.64 ---23,697.69 488.14 1.500 0.435 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 38377RED3 Agency CMO Government National Mortgage Association 12/16/2025 12/11/2019 108,489.55 109,354.07 ---111,512.06 2,393.40 2.500 0.345 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 38376WA62 Agency CMO Government National Mortgage Association 10/20/2039 12/17/2019 55,272.78 57,984.60 ---58,750.54 1,165.72 4.000 0.683 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 38378FRB8 Agency CMO Government National Mortgage Association 07/20/2042 12/30/2019 134,243.11 132,271.42 ---137,362.92 4,940.10 2.000 1.096 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 38377JZ89 Agency CMO Government National Mortgage Association 10/20/2039 01/28/2020 0.01 0.01 ---0.01 (0.00) 3.500 -0.461 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137B5A60 Agency CMO Federal Home Loan Mortgage Corporation 10/15/2028 02/07/2020 10,227.33 10,323.22 ---10,577.93 271.89 2.500 0.094 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 38376TTT9 Agency CMO Government National Mortgage Association 11/20/2039 01/29/2020 24,267.43 24,836.19 ---25,408.00 566.39 3.000 0.410 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 38378AU90 Agency CMO Government National Mortgage Association 10/20/2026 04/28/2020 65,788.26 67,679.68 ---67,344.15 352.20 3.000 -0.211 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137AH6C7 Agency CMO Federal Home Loan Mortgage Corporation 07/25/2021 06/07/2019 90,142.66 91,737.77 ---90,129.14 (13.52) 3.230 0.345 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137B45W2 Agency CMO Federal Home Loan Mortgage Corporation 09/15/2030 12/30/2020 58,845.79 59,434.25 ---59,447.78 236.04 2.750 -0.774 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3136A8SX9 Agency CMO Federal National Mortgage Association 09/25/2027 02/04/2021 46,485.28 47,393.20 ---47,564.20 195.51 1.500 0.367 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137AQQE1 Agency CMO Federal Home Loan Mortgage Corporation 05/15/2027 ---96,062.76 97,863.93 ---97,787.08 (5.58) 1.500 0.615 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3136ADZA0 Agency CMO Federal National Mortgage Association 04/25/2028 ---119,304.46 120,790.25 ---120,824.40 77.77 1.250 0.566 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3136ABNZ2 Agency CMO Federal National Mortgage Association 11/25/2042 02/05/2021 56,191.42 57,315.25 ---57,731.63 463.82 2.000 0.263 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137B9RN7 Agency CMO Federal Home Loan Mortgage Corporation 12/15/2027 02/05/2021 43,384.50 44,367.43 ---44,675.63 414.58 2.500 -0.419 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3136AEY84 Agency CMO Federal National Mortgage Association 07/25/2028 02/05/2021 52,201.49 53,294.47 ---53,460.59 224.52 1.750 0.423 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 38377LFC7 Agency CMO Government National Mortgage Association 12/20/2039 02/12/2021 36,650.05 37,033.74 ---37,015.82 55.08 2.500 -0.039 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 38378HAU0 Agency CMO Government National Mortgage Association 08/20/2027 ---62,300.85 63,366.82 ---63,435.35 75.12 1.500 0.508 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137BLW87 Agency CMO Federal Home Loan Mortgage Corporation 01/25/2025 02/04/2021 229,386.72 241,178.63 ---239,089.78 (876.09) 2.802 0.371 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3136AQZK9 Agency CMO Federal National Mortgage Association 11/25/2031 03/11/2021 81,434.13 84,045.75 ---83,898.32 (106.17) 2.000 0.776 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137AYSH5 Agency CMO Federal Home Loan Mortgage Corporation 12/15/2042 04/08/2021 48,700.78 49,826.99 ---49,669.44 (143.24) 1.750 1.027 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 38377RVK8 Agency CMO Government National Mortgage Association 04/20/2039 04/22/2021 58,351.17 59,609.37 ---59,668.74 127.76 3.000 0.863 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137ATRW4 Agency CMO Federal Home Loan Mortgage Corporation 05/25/2022 06/28/2019 298,828.20 301,314.54 ---303,188.10 4,005.51 2.373 0.219 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137AUPE3 Agency CMO Federal Home Loan Mortgage Corporation 06/25/2022 06/28/2019 197,583.01 199,335.02 ---200,501.32 2,601.97 2.396 0.463 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3620ARB67 Agency MBS Government National Mortgage Association 05/15/2025 06/10/2019 104,997.64 108,820.21 ---111,405.65 3,771.25 4.000 -0.419 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 36297GCD0 Agency MBS Government National Mortgage Association 02/15/2025 06/12/2019 52,370.92 54,574.19 ---54,891.53 1,059.35 4.500 0.999 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3620C4SU5 Agency MBS Government National Mortgage Association 09/15/2025 06/12/2019 55,741.71 57,803.72 ---59,180.97 1,977.55 4.000 0.078 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137B1BS0 Agency MBS Federal Home Loan Mortgage Corporation 11/25/2022 ---645,000.00 652,086.14 ---661,886.10 14,645.52 2.510 0.350 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137F4D41 Agency MBS Federal Home Loan Mortgage Corporation 01/25/2028 06/27/2019 150,000.00 163,248.05 ---170,920.50 10,620.69 3.600 1.329 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137B1U75 Agency MBS Federal Home Loan Mortgage Corporation 01/25/2023 06/27/2019 303,071.75 305,995.91 ---309,251.38 5,348.24 2.522 0.384 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137BM6P6 Agency MBS Federal Home Loan Mortgage Corporation 08/25/2022 06/28/2019 197,875.32 203,255.06 ---202,305.75 2,928.12 3.090 0.504 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137F4CY6 Agency MBS Federal Home Loan Mortgage Corporation 09/25/2024 06/28/2019 190,000.00 195,907.81 ---202,082.10 8,541.30 2.920 0.791 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137FBAJ5 Agency MBS Federal Home Loan Mortgage Corporation 08/25/2027 06/26/2019 200,000.00 211,593.75 ---222,968.00 14,139.23 3.281 1.279 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 31419AM53 Agency MBS Federal National Mortgage Association 08/01/2024 06/28/2019 26,667.70 27,651.07 ---27,155.18 135.96 5.500 1.078 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3136AHAE0 Agency MBS Federal National Mortgage Association 04/25/2023 06/28/2019 33,996.53 34,310.32 ---34,896.42 607.73 2.634 0.173 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3138EJPZ5 Agency MBS Federal National Mortgage Association 07/01/2022 07/22/2019 166,586.38 169,625.28 ---168,410.50 698.40 2.996 1.171 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 38378KWU9 Agency MBS Government National Mortgage Association 11/16/2041 ---11,325.84 10,829.09 ---11,351.66 206.15 1.400 0.765 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137BSRZ8 Agency MBS Federal Home Loan Mortgage Corporation 09/25/2022 06/28/2019 55,252.59 56,342.54 ---56,409.58 533.83 2.838 0.518 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 38378NWU3 Agency MBS Government National Mortgage Association 06/16/2048 06/27/2019 0.00 0.00 ---(0.00)(0.00) 3.131 1.124 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137FNAD2 Agency MBS Federal Home Loan Mortgage Corporation 11/25/2028 08/01/2019 145,436.12 148,338.73 ---155,221.06 7,716.62 2.631 1.045 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3138LFGP7 Agency MBS Federal National Mortgage Association 10/01/2028 08/07/2019 296,570.27 306,660.61 ---318,602.48 13,183.81 2.550 1.450 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3138EKXL4 Agency MBS Federal National Mortgage Association 03/01/2023 08/21/2019 38,423.92 38,856.19 ---39,121.70 429.31 2.325 0.781 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137FL6P4 Agency MBS Federal Home Loan Mortgage Corporation 01/25/2029 09/09/2019 275,000.00 307,108.40 ---316,142.75 14,877.34 3.563 1.432 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137BP4K2 Agency MBS Federal Home Loan Mortgage Corporation 03/25/2026 09/09/2019 200,000.00 210,125.00 ---215,642.00 8,281.94 2.849 1.112 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3138L2QG5 Agency MBS Federal National Mortgage Association 01/01/2028 09/09/2019 248,516.81 263,709.36 ---271,961.89 9,475.72 3.010 1.527 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 36178NB99 Agency MBS Government National Mortgage Association 08/15/2027 10/11/2019 28,944.24 29,265.35 ---30,151.80 924.31 2.500 0.543 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137BJQ71 Agency MBS Federal Home Loan Mortgage Corporation 05/25/2025 10/30/2019 200,000.00 206,296.88 ---214,472.00 10,083.30 2.770 0.836 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137BLAC2 Agency MBS Federal Home Loan Mortgage Corporation 06/25/2025 ---150,000.00 159,648.05 ---163,345.50 6,540.88 3.284 0.860 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 36179M4J6 Agency MBS Government National Mortgage Association 03/20/2028 11/20/2019 111,121.46 112,458.40 ---115,896.35 3,550.10 2.500 0.673 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 36202F2H8 Agency MBS Government National Mortgage Association 01/20/2027 12/12/2019 116,447.07 119,321.86 ---122,137.84 3,088.02 3.000 0.621 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137FPJF3 Agency MBS Federal Home Loan Mortgage Corporation 06/25/2029 01/08/2020 193,740.58 194,618.46 ---205,969.48 11,626.59 2.258 0.644 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137FQ3Y7 Agency MBS Federal Home Loan Mortgage Corporation 07/25/2029 01/08/2020 194,449.70 194,518.06 ---205,706.39 11,260.25 2.190 0.922 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 31417YKF3 Agency MBS Federal National Mortgage Association 01/01/2030 ---44,072.27 48,170.38 ---47,836.48 (68.56) 4.500 0.935 AAA 91 CIP STAMP Portfolio by Account for quarter ended June 30, 2021 Page 8 of 43 ATTACHMENT 3 22 Source Account Account Identifier Security Type Category Issuer Final Maturity Trade Date Current Face Value Original Cost Next Call Date Base Market Value Base Net Total Unrealized Gain/Loss Coupon Yield Summarized Credit Rating 91 CIP STAMP Portfolio by Account for quarter ended June 30, 2021 256350018 MIM-RCTC 91 TIFIA Reserve 36179RFD6 Agency MBS Government National Mortgage Association 06/20/2030 05/01/2020 16,728.79 17,554.77 ---17,604.21 (10.50) 3.000 1.218 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 36179NKP2 Agency MBS Government National Mortgage Association 08/20/2028 ---92,549.10 96,463.15 ---96,530.56 153.77 2.500 0.755 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 36179MU24 Agency MBS Government National Mortgage Association 12/20/2027 04/28/2020 43,962.12 45,844.25 ---45,420.79 (348.29) 2.500 1.025 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 36179MZV5 Agency MBS Government National Mortgage Association 02/20/2028 04/28/2020 59,026.60 61,553.68 ---61,562.38 138.61 2.500 0.655 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 36179MEK2 Agency MBS Government National Mortgage Association 06/20/2027 04/28/2020 76,064.18 79,320.68 ---78,584.95 (496.01) 2.500 0.947 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3140JAU97 Agency MBS Federal National Mortgage Association 05/01/2023 05/20/2020 42,885.73 44,587.76 ---43,750.31 (199.59) 2.642 0.913 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 36179MU32 Agency MBS Government National Mortgage Association 12/20/2027 06/22/2020 79,850.65 84,142.62 ---83,768.92 (316.44) 3.000 0.889 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3128MMUL5 Agency MBS Federal Home Loan Mortgage Corporation 02/01/2031 06/22/2020 100,904.55 105,634.45 ---105,656.15 (259.20) 2.500 0.900 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3620ARZE4 Agency MBS Government National Mortgage Association 02/15/2026 06/22/2020 72,166.19 75,503.88 ---75,819.24 328.52 3.000 0.111 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 36176XE21 Agency MBS Government National Mortgage Association 03/15/2027 06/22/2020 138,124.46 144,728.54 ---145,152.23 567.84 3.000 0.465 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 36179NAJ7 Agency MBS Government National Mortgage Association 04/20/2028 06/30/2020 30,073.26 31,741.39 ---31,549.86 (146.96) 3.000 0.950 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137BVZ74 Agency MBS Federal Home Loan Mortgage Corporation 08/25/2026 07/09/2020 297,066.64 318,128.20 ---316,170.99 2,864.89 3.045 0.511 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3132A85Y1 Agency MBS Federal Home Loan Mortgage Corporation 09/01/2032 08/12/2020 204,474.81 215,497.29 ---214,121.94 (1,605.23) 2.500 0.895 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3132A9T64 Agency MBS Federal Home Loan Mortgage Corporation 10/01/2032 08/14/2020 131,508.34 138,597.46 ---138,903.05 (832.29) 3.000 1.140 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137FMD66 Agency MBS Federal Home Loan Mortgage Corporation 05/25/2026 08/18/2020 74,336.53 78,192.74 ---77,376.90 (1,500.52) 2.283 0.961 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3138X0ZY7 Agency MBS Federal National Mortgage Association 07/01/2028 08/31/2020 37,843.77 39,765.52 ---39,650.43 2.66 2.500 0.458 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137FWHY9 Agency MBS Federal Home Loan Mortgage Corporation 09/25/2030 09/15/2020 191,500.73 190,543.22 ---184,187.32 (6,412.19) 0.826 1.481 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 31418AM39 Agency MBS Federal National Mortgage Association 12/01/2027 09/22/2020 42,981.73 44,875.63 ---45,034.11 205.11 2.500 0.319 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137FBAB2 Agency MBS Federal Home Loan Mortgage Corporation 08/25/2027 09/22/2020 130,000.00 142,690.23 ---139,791.60 (254.44) 3.038 0.419 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3128MENS6 Agency MBS Federal Home Loan Mortgage Corporation 01/01/2029 10/01/2020 36,183.44 37,868.22 ---37,794.33 41.97 2.500 0.541 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3132AEFC5 Agency MBS Federal Home Loan Mortgage Corporation 11/01/2030 10/14/2020 399,420.15 429,938.35 ---427,886.83 (274.37) 3.500 0.424 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 36179RHM4 Agency MBS Government National Mortgage Association 07/20/2030 10/27/2020 77,183.35 81,766.11 ---82,791.49 1,047.01 3.500 0.726 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 36179TF83 Agency MBS Government National Mortgage Association 09/20/2032 10/26/2020 75,774.70 80,629.02 ---81,272.16 146.43 3.500 1.052 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3140J6FU6 Agency MBS Federal National Mortgage Association 10/01/2032 11/03/2020 90,365.28 96,464.94 ---96,326.68 (146.05) 3.000 0.841 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137B7YX1 Agency MBS Federal Home Loan Mortgage Corporation 04/25/2023 12/23/2020 129,086.30 132,293.29 ---131,680.93 88.55 2.592 0.077 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137BYPQ7 Agency MBS Federal Home Loan Mortgage Corporation 04/25/2024 11/30/2020 224,709.14 239,894.57 ---236,068.19 (1,109.51) 2.905 0.877 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3132AEFK7 Agency MBS Federal Home Loan Mortgage Corporation 04/01/2033 01/14/2021 85,011.14 92,476.19 ---91,646.26 (851.47) 3.500 0.704 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3132AEF68 Agency MBS Federal Home Loan Mortgage Corporation 01/01/2033 ---158,367.59 172,135.51 ---171,513.69 (509.96) 3.500 0.511 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 31418DVU3 Agency MBS Federal National Mortgage Association 01/01/2031 01/21/2021 184,721.70 193,034.18 ---191,133.39 (1,539.05) 2.000 0.879 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3140X4H90 Agency MBS Federal National Mortgage Association 06/01/2032 02/02/2021 162,978.89 171,993.66 ---170,334.13 (1,915.50) 2.500 0.969 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 31307NP40 Agency MBS Federal Home Loan Mortgage Corporation 07/01/2030 02/05/2021 202,640.60 217,458.70 ---214,501.15 (2,388.16) 3.000 0.943 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3140X9VK8 Agency MBS Federal National Mortgage Association 02/01/2035 02/10/2021 227,239.12 243,642.95 ---239,026.01 (4,527.90) 3.000 1.209 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3138ETQP4 Agency MBS Federal National Mortgage Association 06/01/2031 02/11/2021 90,037.90 97,634.85 ---97,861.29 383.71 3.500 0.025 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 36176XQB8 Agency MBS Government National Mortgage Association 05/15/2027 02/23/2021 44,176.85 46,220.02 ---46,425.45 247.66 3.000 0.553 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3140J83R2 Agency MBS Federal National Mortgage Association 10/01/2028 02/26/2021 97,784.64 102,215.50 ---102,662.14 531.57 2.500 0.315 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3138WEMJ5 Agency MBS Federal National Mortgage Association 05/01/2030 ---101,828.18 106,884.11 ---107,075.39 198.57 2.500 0.648 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3131X83H7 Agency MBS Federal Home Loan Mortgage Corporation 04/01/2028 02/26/2021 35,822.23 37,400.66 ---37,534.53 164.28 2.500 0.399 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 31418DXH0 Agency MBS Federal National Mortgage Association 02/01/2036 02/24/2021 193,309.54 200,437.83 ---199,547.64 (560.54) 2.000 1.226 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3138EQRJ3 Agency MBS Federal National Mortgage Association 11/01/2030 02/24/2021 65,866.08 70,806.03 ---71,205.84 511.79 3.500 0.083 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3128MMT52 Agency MBS Federal Home Loan Mortgage Corporation 10/01/2030 02/24/2021 115,736.29 121,233.76 ---121,229.13 122.97 2.500 0.857 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 31418DQ47 Agency MBS Federal National Mortgage Association 07/01/2035 ---225,920.81 233,836.87 ---233,211.28 (345.11) 2.000 1.101 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 31418DYF3 Agency MBS Federal National Mortgage Association 04/01/2031 ---299,112.35 310,105.95 ---309,952.18 19.27 2.000 0.925 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3140J8ME0 Agency MBS Federal National Mortgage Association 12/01/2032 ---73,174.70 78,017.02 ---77,371.27 (686.21) 3.000 1.148 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 36179NAH1 Agency MBS Government National Mortgage Association 04/20/2028 03/26/2021 138,554.40 144,226.48 ---144,128.45 (174.94) 2.500 0.800 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 36179NHK7 Agency MBS Government National Mortgage Association 07/20/2028 04/14/2021 86,461.05 90,892.18 ---90,709.75 (141.56) 3.000 1.005 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 36202F3H7 Agency MBS Government National Mortgage Association 02/20/2027 04/14/2021 67,543.85 70,372.26 ---70,846.75 517.26 3.000 0.619 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137AWQG3 Agency MBS Federal Home Loan Mortgage Corporation 04/25/2022 06/07/2019 103,404.78 102,257.64 ---103,918.71 960.81 1.583 0.239 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137FYUR5 Agency MBS Federal Home Loan Mortgage Corporation 08/25/2024 04/30/2021 324,966.14 325,056.31 ---324,966.14 (42.90) 0.210 0.220 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3132A8GL7 Agency MBS Federal Home Loan Mortgage Corporation 05/01/2031 05/11/2021 94,561.29 100,678.24 ---99,699.75 (985.58) 3.000 1.151 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3132D9C93 Agency MBS Federal Home Loan Mortgage Corporation 10/01/2040 05/12/2021 190,831.22 203,682.52 ---203,332.57 (192.12) 3.000 1.038 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3138ENQD4 Agency MBS Federal National Mortgage Association 10/01/2029 05/14/2021 63,124.52 67,661.60 ---68,602.47 900.88 3.500 -0.300 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 31418CDH4 Agency MBS Federal National Mortgage Association 10/01/2031 04/30/2021 236,705.94 248,763.14 ---248,027.58 (652.03) 2.500 0.941 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3136A7MN9 Agency MBS Federal National Mortgage Association 05/25/2022 08/22/2019 87,061.95 87,765.93 ---88,225.96 946.84 2.349 -0.023 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3140X7LS6 Agency MBS Federal National Mortgage Association 08/01/2035 05/25/2021 147,053.87 154,383.60 ---154,244.81 (261.53) 2.500 0.876 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3622A2GC0 Agency MBS Government National Mortgage Association 03/15/2028 05/26/2021 59,892.41 62,194.53 ---62,383.34 157.26 2.500 0.549 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 3137B3NW4 Agency MBS Federal Home Loan Mortgage Corporation 09/25/2022 04/30/2021 21,024.94 21,307.47 ---21,329.59 53.26 2.778 0.221 AAA 256350018 MIM-RCTC 91 TIFIA Reserve CCYUSD Currency UNITED STATES OF AMERICA 06/30/2021 ---0.00 0.00 ---0.00 0.00 0.000 0.000 AAA 256350018 MIM-RCTC 91 TIFIA Reserve CCYUSD Currency UNITED STATES OF AMERICA 06/30/2021 ---0.00 (685,074.72)---(685,074.72)0.00 0.000 0.000 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 31846V401 MM Fund First American Funds, Inc. - Government Obligations Fund 06/30/2021 ---0.00 748,456.83 ---748,456.83 0.00 0.010 0.010 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 9128285W6 TIPS United States Department of The Treasury 01/15/2029 ---158,601.00 167,501.78 ---183,502.94 17,784.15 0.875 -1.114 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 912828L57 US Gov United States Department of The Treasury 09/30/2022 09/10/2019 105,000.00 105,652.15 ---107,112.60 1,841.82 1.750 0.140 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 912828XB1 US Gov United States Department of The Treasury 05/15/2025 ---710,000.00 744,402.74 ---749,689.00 13,073.68 2.125 0.661 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 912828YK0 US Gov United States Department of The Treasury 10/15/2022 ---750,000.00 763,253.90 ---761,835.00 4,520.29 1.375 0.152 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 91282CAM3 US Gov United States Department of The Treasury 09/30/2025 10/30/2020 700,000.00 695,679.69 ---685,265.00 (10,997.90) 0.250 0.754 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 91282CAP6 US Gov United States Department of The Treasury 10/15/2023 ---1,530,000.00 1,524,537.31 ---1,523,421.00 (1,972.64) 0.125 0.313 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 91282CAE1 US Gov United States Department of The Treasury 08/15/2030 12/04/2020 110,000.00 106,515.23 ---102,480.40 (4,229.76) 0.625 1.426 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 912828ZF0 US Gov United States Department of The Treasury 03/31/2025 ---400,000.00 398,056.64 ---398,016.00 (77.98) 0.500 0.634 AAA 256350018 MIM-RCTC 91 TIFIA Reserve 912828G38 US Gov United States Department of The Treasury 11/15/2024 06/30/2021 350,000.00 370,125.00 ---369,988.50 (136.50) 2.250 0.540 AAA 20,205,592.29 20,905,303.57 21,028,105.46 212,465.30 256350021 MIM-RCTC 2013 Residual Fund 3134GV6H6 Agency Federal Home Loan Mortgage Corporation 10/20/2022 07/22/2020 400,000.00 399,960.00 07/20/2021 400,000.00 23.22 0.320 0.320 AAA 256350021 MIM-RCTC 2013 Residual Fund 3134GWY42 Agency Federal Home Loan Mortgage Corporation 10/13/2023 10/07/2020 300,000.00 299,850.00 10/13/2021 299,619.00 (266.67) 0.300 0.356 AAA 256350021 MIM-RCTC 2013 Residual Fund 3136G46A6 Agency Federal National Mortgage Association 10/27/2023 10/20/2020 415,000.00 414,896.25 10/27/2021 414,717.80 (201.80) 0.300 0.329 AAA 256350021 MIM-RCTC 2013 Residual Fund 31397LUK3 Agency CMO Federal National Mortgage Association 06/25/2023 10/10/2018 23,153.96 23,620.66 ---23,554.98 275.68 4.500 0.525 AAA 256350021 MIM-RCTC 2013 Residual Fund 3137A2PV7 Agency CMO Federal Home Loan Mortgage Corporation 09/15/2022 06/03/2019 15,911.11 15,632.66 ---16,028.69 254.17 1.500 0.584 AAA 256350021 MIM-RCTC 2013 Residual Fund 31394GUX9 Agency CMO Federal Home Loan Mortgage Corporation 08/15/2023 07/02/2019 11,862.30 12,366.45 ---12,280.80 145.15 5.500 1.101 AAA 256350021 MIM-RCTC 2013 Residual Fund 38377REV3 Agency CMO Government National Mortgage Association 10/20/2039 07/01/2019 0.01 0.01 ---0.01 0.00 3.500 -0.434 AAA 256350021 MIM-RCTC 2013 Residual Fund 3137AYCE9 Agency CMO Federal Home Loan Mortgage Corporation 10/25/2022 08/13/2019 360,000.00 367,790.63 ---369,860.40 7,128.55 2.682 0.281 AAA Page 9 of 43 23 Source Account Account Identifier Security Type Category Issuer Final Maturity Trade Date Current Face Value Original Cost Next Call Date Base Market Value Base Net Total Unrealized Gain/Loss Coupon Yield Summarized Credit Rating 91 CIP STAMP Portfolio by Account for quarter ended June 30, 2021 256350021 MIM-RCTC 2013 Residual Fund 3137GAUY1 Agency CMO Federal Home Loan Mortgage Corporation 10/15/2022 08/15/2019 77,724.99 76,923.45 ---78,464.93 1,159.21 1.500 0.228 AAA 256350021 MIM-RCTC 2013 Residual Fund 3137AH6C7 Agency CMO Federal Home Loan Mortgage Corporation 07/25/2021 03/11/2020 10,302.02 10,501.62 ---10,300.47 (1.55) 3.230 0.345 AAA 256350021 MIM-RCTC 2013 Residual Fund 3133Q5GZ3 Agency CMO Federal Home Loan Mortgage Corporation 09/25/2033 01/05/2021 218,970.47 222,015.53 ---220,893.03 (1,027.13) 1.000 0.496 AAA 256350021 MIM-RCTC 2013 Residual Fund 3137BLW87 Agency CMO Federal Home Loan Mortgage Corporation 01/25/2025 02/04/2021 294,925.78 310,086.81 ---307,401.14 (1,126.42) 2.802 0.371 AAA 256350021 MIM-RCTC 2013 Residual Fund 3136ADZA0 Agency CMO Federal National Mortgage Association 04/25/2028 03/30/2021 76,970.62 77,716.28 ---77,951.23 248.33 1.250 0.566 AAA 256350021 MIM-RCTC 2013 Residual Fund 3136A72D3 Agency CMO Federal National Mortgage Association 04/25/2022 07/26/2019 11,638.59 11,706.71 ---11,756.14 98.36 2.482 0.327 AAA 256350021 MIM-RCTC 2013 Residual Fund 3136A4JW0 Agency CMO Federal National Mortgage Association 01/25/2031 05/20/2021 0.00 0.00 ---0.00 (0.00) 2.000 0.952 AAA 256350021 MIM-RCTC 2013 Residual Fund 3137ATRW4 Agency CMO Federal Home Loan Mortgage Corporation 05/25/2022 08/19/2019 99,609.40 100,714.45 ---101,062.70 1,240.45 2.373 0.219 AAA 256350021 MIM-RCTC 2013 Residual Fund 3137B1UF7 Agency MBS Federal Home Loan Mortgage Corporation 09/25/2022 01/25/2018 5,473.20 5,392.82 ---5,513.59 66.09 1.785 0.211 AAA 256350021 MIM-RCTC 2013 Residual Fund 3620ARB67 Agency MBS Government National Mortgage Association 05/15/2025 06/10/2019 34,386.72 35,638.62 ---36,485.35 1,235.09 4.000 -0.419 AAA 256350021 MIM-RCTC 2013 Residual Fund 3140J6DU8 Agency MBS Federal National Mortgage Association 08/01/2031 07/26/2019 0.00 0.00 ---0.00 (0.00) 2.500 0.529 AAA 256350021 MIM-RCTC 2013 Residual Fund 3138EKXL4 Agency MBS Federal National Mortgage Association 03/01/2023 08/21/2019 40,985.51 41,446.60 ---41,729.81 457.93 2.325 0.781 AAA 256350021 MIM-RCTC 2013 Residual Fund 3136AMM48 Agency MBS Federal National Mortgage Association 07/25/2022 08/01/2019 217,394.58 218,617.42 ---218,994.60 1,534.51 2.509 0.614 AAA 256350021 MIM-RCTC 2013 Residual Fund 36178NB99 Agency MBS Government National Mortgage Association 08/15/2027 10/11/2019 72,360.62 73,163.37 ---75,379.50 2,310.79 2.500 0.543 AAA 256350021 MIM-RCTC 2013 Residual Fund 3132G5AV1 Agency MBS Federal Home Loan Mortgage Corporation 07/01/2028 10/11/2019 47,753.00 48,648.37 ---50,200.82 1,713.41 3.000 0.677 AAA 256350021 MIM-RCTC 2013 Residual Fund 36179M4J6 Agency MBS Government National Mortgage Association 03/20/2028 11/20/2019 92,601.22 93,715.33 ---96,580.29 2,958.42 2.500 0.673 AAA 256350021 MIM-RCTC 2013 Residual Fund 36202F2H8 Agency MBS Government National Mortgage Association 01/20/2027 12/12/2019 51,236.71 52,501.62 ---53,740.65 1,358.73 3.000 0.621 AAA 256350021 MIM-RCTC 2013 Residual Fund 36179RFD6 Agency MBS Government National Mortgage Association 06/20/2030 05/01/2020 44,610.11 46,812.73 ---46,944.56 (28.02) 3.000 1.218 AAA 256350021 MIM-RCTC 2013 Residual Fund 36179Q2A8 Agency MBS Government National Mortgage Association 02/20/2030 04/30/2020 232,725.31 246,107.02 ---245,543.82 (1,316.70) 3.000 1.092 AAA 256350021 MIM-RCTC 2013 Residual Fund 3622A2GC0 Agency MBS Government National Mortgage Association 03/15/2028 04/30/2020 168,299.27 175,083.83 ---175,298.83 739.73 2.500 0.549 AAA 256350021 MIM-RCTC 2013 Residual Fund 3137BJP56 Agency MBS Federal Home Loan Mortgage Corporation 01/25/2025 07/23/2020 38,323.96 39,960.22 ---39,842.35 234.77 2.697 0.305 AAA 256350021 MIM-RCTC 2013 Residual Fund 3137BFE80 Agency MBS Federal Home Loan Mortgage Corporation 08/25/2024 07/15/2020 257,106.60 268,475.53 ---266,138.75 484.16 2.720 0.406 AAA 256350021 MIM-RCTC 2013 Residual Fund 3132A85Y1 Agency MBS Federal Home Loan Mortgage Corporation 09/01/2032 08/12/2020 256,240.60 270,053.57 ---268,330.03 (2,011.60) 2.500 0.895 AAA 256350021 MIM-RCTC 2013 Residual Fund 3132AEFC5 Agency MBS Federal Home Loan Mortgage Corporation 11/01/2030 10/14/2020 154,520.20 166,326.52 ---165,532.86 (106.15) 3.500 0.424 AAA 256350021 MIM-RCTC 2013 Residual Fund 3140J7Q32 Agency MBS Federal National Mortgage Association 10/01/2031 10/20/2020 39,677.40 42,727.60 ---43,082.51 471.24 3.500 -0.076 AAA 256350021 MIM-RCTC 2013 Residual Fund 3140J8ME0 Agency MBS Federal National Mortgage Association 12/01/2032 12/30/2020 87,061.87 92,884.14 ---92,054.87 (833.98) 3.000 1.148 AAA 256350021 MIM-RCTC 2013 Residual Fund 31307NTZ7 Agency MBS Federal Home Loan Mortgage Corporation 11/01/2028 01/13/2021 226,844.96 237,797.32 ---237,545.24 166.14 2.500 0.451 AAA 256350021 MIM-RCTC 2013 Residual Fund 3128MMUL5 Agency MBS Federal Home Loan Mortgage Corporation 02/01/2031 01/19/2021 53,707.26 56,543.68 ---56,236.33 (429.49) 2.500 0.900 AAA 256350021 MIM-RCTC 2013 Residual Fund 3137APP61 Agency MBS Federal Home Loan Mortgage Corporation 01/25/2022 09/06/2019 12,421.01 12,623.82 ---12,546.09 94.44 2.789 0.336 AAA 256350021 MIM-RCTC 2013 Residual Fund 3140X4H90 Agency MBS Federal National Mortgage Association 06/01/2032 02/02/2021 205,868.06 217,255.14 ---215,158.89 (2,419.58) 2.500 0.969 AAA 256350021 MIM-RCTC 2013 Residual Fund 3140X9VK8 Agency MBS Federal National Mortgage Association 02/01/2035 02/10/2021 113,619.56 121,821.47 ---119,513.01 (2,263.95) 3.000 1.209 AAA 256350021 MIM-RCTC 2013 Residual Fund 3137AXHN6 Agency MBS Federal Home Loan Mortgage Corporation 02/25/2022 01/25/2018 3,201.56 3,157.54 ---3,206.84 13.74 1.749 0.239 AAA 256350021 MIM-RCTC 2013 Residual Fund 3137B7YY9 Agency MBS Federal Home Loan Mortgage Corporation 01/25/2024 02/26/2021 120,000.00 129,506.25 ---128,120.40 (205.90) 3.490 0.529 AAA 256350021 MIM-RCTC 2013 Residual Fund 31418DYF3 Agency MBS Federal National Mortgage Association 04/01/2031 03/18/2021 48,243.93 49,774.17 ---49,992.29 261.29 2.000 0.925 AAA 256350021 MIM-RCTC 2013 Residual Fund 3137AWQG3 Agency MBS Federal Home Loan Mortgage Corporation 04/25/2022 ---16,157.00 15,856.58 ---16,237.30 169.49 1.583 0.239 AAA 256350021 MIM-RCTC 2013 Residual Fund 3132AEF68 Agency MBS Federal Home Loan Mortgage Corporation 01/01/2033 05/12/2021 71,420.68 77,670.00 ---77,349.31 (388.41) 3.500 0.511 AAA 256350021 MIM-RCTC 2013 Residual Fund 3138L93A8 Agency MBS Federal National Mortgage Association 07/01/2025 05/14/2021 115,973.05 122,573.56 ---121,861.00 (539.34) 2.600 1.308 AAA 256350021 MIM-RCTC 2013 Residual Fund 3140X7LS6 Agency MBS Federal National Mortgage Association 08/01/2035 05/25/2021 190,772.60 200,281.42 ---200,101.38 (339.27) 2.500 0.876 AAA 256350021 MIM-RCTC 2013 Residual Fund 3137BJQ71 Agency MBS Federal Home Loan Mortgage Corporation 05/25/2025 ---250,000.00 268,755.86 ---268,090.00 (435.47) 2.770 0.836 AAA 256350021 MIM-RCTC 2013 Residual Fund 38013FAD3 Asset Backed GM Financial Consumer Automobile Receivables Trust 2018-4 10/16/2023 07/24/2019 28,935.10 29,465.19 ---29,280.87 172.71 3.210 1.094 AAA 256350021 MIM-RCTC 2013 Residual Fund 12596EAC8 Asset Backed CNH Equipment Trust 2018-B 11/15/2023 12/05/2019 75,400.00 76,631.14 ---76,407.34 539.97 3.190 0.540 AAA 256350021 MIM-RCTC 2013 Residual Fund 14315XAC2 Asset Backed Carmax Auto Owner Trust 2020-1 12/16/2024 01/14/2020 60,000.00 59,988.23 ---61,096.20 1,102.19 1.890 0.631 AAA 256350021 MIM-RCTC 2013 Residual Fund 14041NFU0 Asset Backed Capital One Multi-Asset Execution Trust, Series 2019-2 09/15/2022 03/13/2020 100,000.00 100,312.50 ---101,722.00 1,569.44 1.720 0.292 AAA 256350021 MIM-RCTC 2013 Residual Fund 34528QHK3 Asset Backed Ford Credit Floorplan Master Owner Trust A, Series 2020-1 09/15/2025 09/15/2020 225,000.00 224,986.86 ---226,102.50 1,112.22 0.700 0.477 AAA 256350021 MIM-RCTC 2013 Residual Fund 98162HAC4 Asset Backed World Omni Automobile Lease Securitization Trust 2020-A 01/17/2023 02/04/2021 235,000.00 239,773.44 ---238,539.10 190.51 1.700 0.089 AAA 256350021 MIM-RCTC 2013 Residual Fund 98162YAD5 Asset Backed World Omni Auto Receivables Trust 2019-A 05/15/2024 02/04/2021 101,178.29 102,992.39 ---102,724.30 (105.78) 3.040 0.919 AAA 256350021 MIM-RCTC 2013 Residual Fund 92347YAA2 Asset Backed Verizon Owner Trust 2019-A 09/20/2023 02/04/2021 121,114.63 123,172.63 ---122,559.53 (125.12) 2.930 0.607 AAA 256350021 MIM-RCTC 2013 Residual Fund 34528QFU3 Asset Backed Ford Credit Floorplan Master Owner Trust A, 2017-3 09/15/2022 02/12/2021 100,000.00 103,445.31 ---102,678.00 49.14 2.480 0.260 AAA 256350021 MIM-RCTC 2013 Residual Fund 14315XAD0 Asset Backed Carmax Auto Owner Trust 2020-1 06/16/2025 03/03/2021 280,000.00 291,309.38 ---290,586.80 408.08 2.030 0.703 AAA 256350021 MIM-RCTC 2013 Residual Fund 34528QGX6 Asset Backed Ford Credit Floorplan Master Owner Trust A , Series 2019-2 04/15/2024 05/24/2021 100,000.00 107,390.62 ---106,856.00 (287.96) 3.250 0.768 AA 256350021 MIM-RCTC 2013 Residual Fund 69353RFU7 Corporate PNC Bank, National Association 02/24/2023 02/20/2020 250,000.00 250,000.00 02/24/2022 250,467.50 467.50 0.475 0.195 A 256350021 MIM-RCTC 2013 Residual Fund 14913R2D8 Corporate Caterpillar Financial Services Corporation 07/07/2023 07/06/2020 200,000.00 199,888.00 ---201,134.00 1,209.60 0.650 0.368 A 256350021 MIM-RCTC 2013 Residual Fund 06051GHC6 Corporate Bank of America Corporation 12/20/2023 10/09/2020 185,000.00 194,412.80 12/20/2022 191,724.75 372.28 3.004 0.522 A 256350021 MIM-RCTC 2013 Residual Fund 46647PAY2 Corporate JPMorgan Chase & Co.12/05/2024 ---495,000.00 544,824.45 12/05/2023 534,268.35 (1,885.63) 4.023 0.724 A 256350021 MIM-RCTC 2013 Residual Fund 06051GJH3 Corporate Bank of America Corporation 10/24/2024 11/05/2020 205,000.00 205,604.75 10/24/2023 205,852.80 378.57 0.810 0.629 A 256350021 MIM-RCTC 2013 Residual Fund 6174468T9 Corporate Morgan Stanley 11/10/2023 11/09/2020 380,000.00 380,000.00 11/10/2022 380,478.80 478.80 0.560 0.467 A 256350021 MIM-RCTC 2013 Residual Fund 38141GXL3 Corporate The Goldman Sachs Group, Inc.11/17/2023 ---485,000.00 486,140.00 11/17/2022 485,145.50 (695.47) 0.627 0.598 A 256350021 MIM-RCTC 2013 Residual Fund 863667BB6 Corporate Stryker Corporation 12/01/2023 11/18/2020 160,000.00 159,860.80 12/01/2021 159,872.00 (16.45) 0.600 0.633 A 256350021 MIM-RCTC 2013 Residual Fund 637432MV4 Corporate National Rural Utilities Cooperative Finance Corporation 11/15/2023 12/23/2020 165,000.00 178,234.65 08/15/2023 175,177.20 (509.40) 3.400 0.479 A 256350021 MIM-RCTC 2013 Residual Fund 89236THU2 Corporate Toyota Motor Credit Corporation 01/11/2024 01/06/2021 170,000.00 169,989.80 ---169,442.40 (549.00) 0.450 0.581 A 256350021 MIM-RCTC 2013 Residual Fund 21688AAQ5 Corporate Coöperatieve Rabobank U.A., New York Branch 01/12/2024 01/05/2021 285,000.00 284,803.35 ---283,817.25 (1,016.73) 0.375 0.540 AA 256350021 MIM-RCTC 2013 Residual Fund 22550L2E0 Corporate Credit Suisse AG, New York Branch 02/02/2024 01/26/2021 250,000.00 250,000.00 ---248,970.00 (1,030.00) 0.495 0.656 AA 256350021 MIM-RCTC 2013 Residual Fund 20030NCR0 Corporate Comcast Corporation 04/15/2024 02/04/2021 250,000.00 275,055.00 03/15/2024 271,092.50 (780.04) 3.700 0.557 A 256350021 MIM-RCTC 2013 Residual Fund 91159HHV5 Corporate U.S. Bancorp 02/05/2024 02/04/2021 500,000.00 543,865.00 01/05/2024 535,490.00 (2,442.26) 3.375 0.529 A 256350021 MIM-RCTC 2013 Residual Fund 95000U2R3 Corporate Wells Fargo & Company 06/02/2024 03/05/2021 395,000.00 404,254.85 06/02/2023 403,449.05 471.61 1.654 0.534 A 256350021 MIM-RCTC 2013 Residual Fund 842400HC0 Corporate Southern California Edison Company 04/01/2024 03/24/2021 160,000.00 160,000.00 04/01/2023 160,628.80 628.80 0.845 0.658 A 256350021 MIM-RCTC 2013 Residual Fund 49327M2K9 Corporate KeyBank National Association 06/01/2025 03/31/2021 250,000.00 271,962.50 ---273,142.50 2,406.47 3.300 0.891 A 256350021 MIM-RCTC 2013 Residual Fund 172967MX6 Corporate Citigroup Inc.05/01/2025 04/27/2021 165,000.00 165,000.00 05/01/2024 165,392.70 392.70 0.981 0.851 A 256350021 MIM-RCTC 2013 Residual Fund 440452AG5 Corporate Hormel Foods Corporation 06/03/2024 05/25/2021 215,000.00 214,961.30 06/03/2022 215,468.70 506.42 0.650 0.414 A 256350021 MIM-RCTC 2013 Residual Fund 89788MAF9 Corporate Truist Financial Corporation 06/09/2025 06/02/2021 245,000.00 245,000.00 06/09/2024 245,284.20 284.20 0.428 0.411 A 256350021 MIM-RCTC 2013 Residual Fund CCYUSD Currency UNITED STATES OF AMERICA 06/30/2021 ---0.00 (966,244.23)---(966,244.23)0.00 0.000 0.000 AAA 256350021 MIM-RCTC 2013 Residual Fund 31846V401 MM Fund First American Funds, Inc. - Government Obligations Fund 06/30/2021 ---0.00 1,134,257.70 ---1,134,257.70 0.00 0.010 0.010 AAA 256350021 MIM-RCTC 2013 Residual Fund 650036AS5 Muni The New York State Urban Development Corporation 03/15/2024 06/18/2020 180,000.00 180,000.00 ---181,553.40 1,553.40 0.965 0.643 AA 256350021 MIM-RCTC 2013 Residual Fund 194740PF7 Muni Collin County Texas 02/15/2024 06/25/2020 175,000.00 175,000.00 ---175,735.00 735.00 0.867 0.705 AAA 256350021 MIM-RCTC 2013 Residual Fund 64971QWL3 Muni New York City Transitional Finance Authority 08/01/2023 07/07/2020 155,000.00 164,850.25 ---162,398.15 667.01 2.710 0.410 AAA 256350021 MIM-RCTC 2013 Residual Fund 916544ES4 Muni Upper Santa Clara Valley Joint Powers Authority 08/01/2023 07/16/2020 170,000.00 170,000.00 ---171,147.50 1,147.50 0.680 0.355 AA Page 10 of 43 24 Source Account Account Identifier Security Type Category Issuer Final Maturity Trade Date Current Face Value Original Cost Next Call Date Base Market Value Base Net Total Unrealized Gain/Loss Coupon Yield Summarized Credit Rating 91 CIP STAMP Portfolio by Account for quarter ended June 30, 2021 256350021 MIM-RCTC 2013 Residual Fund 283062DK0 Muni El Dorado Irrigation District 03/01/2022 06/16/2020 155,000.00 155,000.00 ---155,485.15 485.15 0.739 0.271 AA 256350021 MIM-RCTC 2013 Residual Fund 072024WW8 Muni Bay Area Toll Authority 04/01/2022 09/20/2019 95,000.00 95,000.00 ---96,246.40 1,246.40 2.128 0.381 AA 256350021 MIM-RCTC 2013 Residual Fund 783186TZ2 Muni Rutgers, The State University of New Jersey 05/01/2022 10/18/2019 105,000.00 105,000.00 ---106,502.55 1,502.55 2.057 0.341 AA 256350021 MIM-RCTC 2013 Residual Fund 64990FD43 Muni Dormitory Authority of the State of New York 03/15/2025 06/16/2021 175,000.00 175,000.00 ---174,851.25 (148.75) 0.887 0.910 AA 256350021 MIM-RCTC 2013 Residual Fund 4581X0CZ9 Non-US Gov Inter-American Development Bank 09/14/2022 09/30/2019 650,000.00 652,067.00 ---662,207.00 11,350.97 1.750 0.190 AAA 256350021 MIM-RCTC 2013 Residual Fund 912828L57 US Gov United States Department of The Treasury 09/30/2022 ---2,150,000.00 2,158,926.57 ---2,193,258.00 39,115.66 1.750 0.140 AAA 256350021 MIM-RCTC 2013 Residual Fund 912828YK0 US Gov United States Department of The Treasury 10/15/2022 ---1,820,000.00 1,830,721.10 ---1,848,719.60 19,974.22 1.375 0.152 AAA 256350021 MIM-RCTC 2013 Residual Fund 912828ZD5 US Gov United States Department of The Treasury 03/15/2023 ---1,560,000.00 1,572,206.84 ---1,567,924.80 (888.25) 0.500 0.202 AAA 256350021 MIM-RCTC 2013 Residual Fund 912828T67 US Gov United States Department of The Treasury 10/31/2021 12/09/2019 380,000.00 377,075.78 ---381,504.80 2,023.33 1.250 0.065 AAA 256350021 MIM-RCTC 2013 Residual Fund 912828ZP8 US Gov United States Department of The Treasury 05/15/2023 11/09/2020 810,000.00 808,354.69 ---808,485.30 (285.74) 0.125 0.225 AAA 256350021 MIM-RCTC 2013 Residual Fund 91282CAP6 US Gov United States Department of The Treasury 10/15/2023 12/31/2020 350,000.00 349,753.91 ---348,495.00 (1,302.08) 0.125 0.313 AAA 256350021 MIM-RCTC 2013 Residual Fund 912828J43 US Gov United States Department of The Treasury 02/28/2022 ---1,350,000.00 1,364,717.78 ---1,365,079.50 1,115.61 1.750 0.078 AAA 256350021 MIM-RCTC 2013 Residual Fund 912828H86 US Gov United States Department of The Treasury 01/31/2022 04/29/2021 2,000,000.00 2,021,953.13 ---2,016,880.00 (88.17) 1.500 0.058 AAA 256350021 MIM-RCTC 2013 Residual Fund 912828YZ7 US Gov United States Department of The Treasury 12/31/2021 ---610,000.00 616,201.37 ---614,739.70 (74.48) 1.625 0.070 AAA 256350021 MIM-RCTC 2013 Residual Fund 912828YY0 US Gov United States Department of The Treasury 12/31/2024 06/21/2021 775,000.00 805,485.35 ---806,488.25 1,144.53 1.750 0.576 AAA 256350021 MIM-RCTC 2013 Residual Fund 196480CW5 VRDN Colorado Housing and Finance Authority, Inc.10/01/2051 03/19/2020 200,000.00 200,000.00 07/20/2021 200,000.00 0.00 0.070 0.070 AAA 26,286,683.80 26,963,605.80 26,991,809.05 93,472.89 256350023 MIM-Sr Lien Reserve Fund-1 3130AFFX0 Agency Federal Home Loan Banks 11/16/2028 09/11/2019 185,000.00 205,766.25 ---210,115.60 8,145.86 3.250 1.313 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3134GWND4 Agency Federal Home Loan Mortgage Corporation 08/12/2025 08/14/2020 300,000.00 299,580.00 08/12/2021 298,740.00 (912.39) 0.600 0.704 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3134GWTL0 Agency Federal Home Loan Mortgage Corporation 09/28/2023 09/23/2020 290,000.00 289,956.50 09/28/2021 290,069.60 102.14 0.300 0.202 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3134GXDT8 Agency Federal Home Loan Mortgage Corporation 11/24/2023 11/19/2020 145,000.00 145,000.00 08/24/2021 144,957.95 (42.05) 0.350 0.362 AAA 256350023 MIM-Sr Lien Reserve Fund-1 38376T5Z1 Agency CMO Government National Mortgage Association 01/16/2039 01/26/2015 39,405.96 41,169.38 ---41,000.72 792.63 3.000 0.585 AAA 256350023 MIM-Sr Lien Reserve Fund-1 38378TAF7 Agency CMO Government National Mortgage Association 07/20/2041 07/05/2013 65,896.83 65,906.76 ---67,944.24 2,097.57 2.500 0.702 AAA 256350023 MIM-Sr Lien Reserve Fund-1 38380AZ34 Agency CMO Government National Mortgage Association 04/20/2046 11/28/2016 73,880.25 75,949.48 ---77,022.38 1,721.72 3.000 1.650 AAA 256350023 MIM-Sr Lien Reserve Fund-1 38378CRT6 Agency CMO Government National Mortgage Association 10/20/2040 05/22/2014 0.01 0.01 ---0.01 (0.00) 2.000 1.562 AAA 256350023 MIM-Sr Lien Reserve Fund-1 38376WA62 Agency CMO Government National Mortgage Association 10/20/2039 ---99,398.88 101,899.35 ---105,653.06 4,297.37 4.000 0.683 AAA 256350023 MIM-Sr Lien Reserve Fund-1 38377RVK8 Agency CMO Government National Mortgage Association 04/20/2039 ---47,211.41 48,153.31 ---48,277.44 835.02 3.000 0.863 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3137AXHP1 Agency CMO Federal Home Loan Mortgage Corporation 09/25/2022 09/29/2017 140,000.00 142,089.06 ---143,071.60 2,750.00 2.573 0.473 AAA 256350023 MIM-Sr Lien Reserve Fund-1 38378B7F0 Agency CMO Government National Mortgage Association 12/16/2042 ---450,000.00 427,324.22 ---460,854.00 18,925.50 2.273 1.359 AAA 256350023 MIM-Sr Lien Reserve Fund-1 38378VC45 Agency CMO Government National Mortgage Association 12/16/2041 11/23/2018 71,811.59 69,219.64 ---73,871.15 3,741.66 2.250 0.388 AAA 256350023 MIM-Sr Lien Reserve Fund-1 38378HXH4 Agency CMO Government National Mortgage Association 09/16/2027 03/08/2019 0.01 0.01 ---0.01 0.00 1.250 1.497 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3137B5A60 Agency CMO Federal Home Loan Mortgage Corporation 10/15/2028 03/20/2019 11,201.37 11,075.36 ---11,585.35 476.24 2.500 0.094 AAA 256350023 MIM-Sr Lien Reserve Fund-1 38375XCM4 Agency CMO Government National Mortgage Association 11/16/2037 05/14/2019 18,161.69 18,676.03 ---18,488.60 182.64 5.000 0.257 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3136ADFF1 Agency CMO Federal National Mortgage Association 04/25/2023 06/10/2019 35,705.03 35,191.77 ---35,903.91 469.87 1.500 0.469 AAA 256350023 MIM-Sr Lien Reserve Fund-1 38377REV3 Agency CMO Government National Mortgage Association 10/20/2039 07/01/2019 0.01 0.01 ---0.01 0.00 3.500 -0.766 AAA 256350023 MIM-Sr Lien Reserve Fund-1 38377QKH9 Agency CMO Government National Mortgage Association 08/20/2040 08/20/2019 19,027.98 19,373.61 ---19,517.38 278.99 3.000 0.262 AAA 256350023 MIM-Sr Lien Reserve Fund-1 38378JZD7 Agency CMO Government National Mortgage Association 12/20/2040 10/16/2019 22,035.11 21,759.67 ---22,303.72 459.42 1.500 0.435 AAA 256350023 MIM-Sr Lien Reserve Fund-1 38378FRB8 Agency CMO Government National Mortgage Association 07/20/2042 12/30/2019 127,177.69 125,309.76 ---130,133.30 4,680.10 2.000 1.096 AAA 256350023 MIM-Sr Lien Reserve Fund-1 38377JZ89 Agency CMO Government National Mortgage Association 10/20/2039 01/28/2020 0.00 0.00 ---(0.00)(0.00) 3.500 -0.461 AAA 256350023 MIM-Sr Lien Reserve Fund-1 38376TTT9 Agency CMO Government National Mortgage Association 11/20/2039 01/29/2020 22,326.03 22,849.30 ---23,375.35 521.07 3.000 0.410 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3137B1UG5 Agency CMO Federal Home Loan Mortgage Corporation 01/25/2023 ---240,000.00 250,336.72 ---247,327.20 1,513.82 2.637 0.353 AAA 256350023 MIM-Sr Lien Reserve Fund-1 38378AU90 Agency CMO Government National Mortgage Association 10/20/2026 04/28/2020 60,501.71 62,241.13 ---61,932.57 323.90 3.000 -0.211 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3137ARVU7 Agency CMO Federal Home Loan Mortgage Corporation 08/15/2038 06/30/2020 2,740.00 2,778.11 ---2,739.89 (0.11) 3.000 0.295 AAA 256350023 MIM-Sr Lien Reserve Fund-1 38377YTL4 Agency CMO Government National Mortgage Association 05/20/2040 12/16/2020 14,891.65 15,084.79 ---15,076.16 (28.29) 2.000 1.008 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3136A8SX9 Agency CMO Federal National Mortgage Association 09/25/2027 02/04/2021 40,146.37 40,930.48 ---41,078.16 168.84 1.500 0.367 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3137AQQE1 Agency CMO Federal Home Loan Mortgage Corporation 05/15/2027 ---82,963.28 84,518.85 ---84,452.47 (4.83) 1.500 0.615 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3136ADZA0 Agency CMO Federal National Mortgage Association 04/25/2028 ---101,601.22 102,866.91 ---102,895.62 65.99 1.250 0.566 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3137B9RN7 Agency CMO Federal Home Loan Mortgage Corporation 12/15/2027 02/05/2021 37,468.43 38,317.33 ---38,583.49 358.04 2.500 -0.419 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3136ABNZ2 Agency CMO Federal National Mortgage Association 11/25/2042 02/05/2021 47,153.65 48,096.72 ---48,446.13 389.22 2.000 0.263 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3136AEY84 Agency CMO Federal National Mortgage Association 07/25/2028 02/05/2021 45,083.11 46,027.04 ---46,170.52 193.91 1.750 0.423 AAA 256350023 MIM-Sr Lien Reserve Fund-1 38377LFC7 Agency CMO Government National Mortgage Association 12/20/2039 02/12/2021 31,329.88 31,657.87 ---31,642.56 47.09 2.500 -0.039 AAA 256350023 MIM-Sr Lien Reserve Fund-1 38378HAU0 Agency CMO Government National Mortgage Association 08/20/2027 ---52,431.41 53,328.72 ---53,386.18 63.04 1.500 0.508 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3137BLW87 Agency CMO Federal Home Loan Mortgage Corporation 01/25/2025 02/04/2021 196,617.19 206,724.54 ---204,934.10 (750.94) 2.802 0.371 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3137B6DF5 Agency CMO Federal Home Loan Mortgage Corporation 11/15/2026 03/05/2021 75,069.26 76,699.66 ---76,494.07 (94.22) 2.000 0.360 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3136AQZK9 Agency CMO Federal National Mortgage Association 11/25/2031 03/11/2021 69,011.97 71,225.22 ---71,100.28 (89.97) 2.000 0.776 AAA 256350023 MIM-Sr Lien Reserve Fund-1 38379JM99 Agency CMO Government National Mortgage Association 02/16/2041 04/08/2021 12,835.49 12,847.52 ---12,875.16 37.34 2.500 -1.053 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3137AYSH5 Agency CMO Federal Home Loan Mortgage Corporation 12/15/2042 04/08/2021 41,882.68 42,851.21 ---42,715.72 (123.18) 1.750 1.027 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3136A72D3 Agency CMO Federal National Mortgage Association 04/25/2022 07/03/2013 83,586.30 79,406.98 ---84,430.52 1,300.34 2.482 0.327 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3137ATRW4 Agency CMO Federal Home Loan Mortgage Corporation 05/25/2022 ---281,008.08 276,998.93 ---285,107.99 5,273.89 2.373 0.219 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3137AUPE3 Agency CMO Federal Home Loan Mortgage Corporation 06/25/2022 ---148,187.26 149,779.58 ---150,375.99 2,107.04 2.396 0.463 AAA 256350023 MIM-Sr Lien Reserve Fund-1 38379KDN5 Agency MBS Government National Mortgage Association 09/16/2055 08/05/2015 52,703.67 51,357.25 ---54,810.76 1,863.07 2.381 1.979 AAA 256350023 MIM-Sr Lien Reserve Fund-1 36202F2H8 Agency MBS Government National Mortgage Association 01/20/2027 ---74,991.91 77,295.10 ---78,656.77 2,108.68 3.000 0.621 AAA 256350023 MIM-Sr Lien Reserve Fund-1 38378XP62 Agency MBS Government National Mortgage Association 05/16/2055 05/14/2015 130,154.81 131,761.41 ---134,129.74 2,649.79 2.500 1.728 AAA 256350023 MIM-Sr Lien Reserve Fund-1 38378KWU9 Agency MBS Government National Mortgage Association 11/16/2041 ---18,456.92 17,538.30 ---18,499.00 259.66 1.400 0.765 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3138EJPZ5 Agency MBS Federal National Mortgage Association 07/01/2022 08/29/2016 148,076.78 157,279.52 ---149,698.22 88.53 2.996 1.171 AAA 256350023 MIM-Sr Lien Reserve Fund-1 31417YKF3 Agency MBS Federal National Mortgage Association 01/01/2030 ---77,425.27 81,138.08 ---84,038.16 3,892.08 4.500 0.935 AAA 256350023 MIM-Sr Lien Reserve Fund-1 38378KRS0 Agency MBS Government National Mortgage Association 07/16/2043 05/08/2015 450,000.00 434,460.94 ---454,729.50 7,186.24 2.389 1.042 AAA 256350023 MIM-Sr Lien Reserve Fund-1 38378KXW4 Agency MBS Government National Mortgage Association 02/16/2037 12/11/2014 56,638.21 56,363.87 ---56,967.28 409.98 1.705 0.864 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3138EKXL4 Agency MBS Federal National Mortgage Association 03/01/2023 ---189,557.99 186,863.52 ---193,000.37 3,757.12 2.325 0.781 AAA 256350023 MIM-Sr Lien Reserve Fund-1 38378KSL4 Agency MBS Government National Mortgage Association 12/16/2046 ---425,000.00 415,829.11 ---435,578.25 16,922.63 2.800 1.971 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3136AHAE0 Agency MBS Federal National Mortgage Association 04/25/2023 10/28/2016 28,423.33 29,036.21 ---29,175.70 495.73 2.634 0.173 AAA 256350023 MIM-Sr Lien Reserve Fund-1 38378B6A2 Agency MBS Government National Mortgage Association 11/16/2052 01/22/2015 96,519.44 93,476.81 ---97,770.33 2,562.22 1.826 1.320 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3137B1U75 Agency MBS Federal Home Loan Mortgage Corporation 01/25/2023 08/29/2016 307,112.71 319,169.28 ---313,374.73 4,334.70 2.522 0.384 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3136AC7J4 Agency MBS Federal National Mortgage Association 03/25/2023 ---42,656.62 42,082.66 ---43,997.31 1,531.49 2.611 0.632 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3137F4D41 Agency MBS Federal Home Loan Mortgage Corporation 01/25/2028 04/01/2019 35,000.00 36,714.84 ---39,881.45 3,584.38 3.600 1.329 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3620ARB67 Agency MBS Government National Mortgage Association 05/15/2025 06/10/2019 52,498.82 54,410.10 ---55,702.82 1,885.63 4.000 -0.419 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3137FBAJ5 Agency MBS Federal Home Loan Mortgage Corporation 08/25/2027 06/26/2019 200,000.00 211,593.75 ---222,968.00 14,139.23 3.281 1.279 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3137B1BS0 Agency MBS Federal Home Loan Mortgage Corporation 11/25/2022 07/31/2019 360,000.00 363,360.94 ---369,424.80 8,394.22 2.510 0.350 AAA Page 11 of 43 25 Source Account Account Identifier Security Type Category Issuer Final Maturity Trade Date Current Face Value Original Cost Next Call Date Base Market Value Base Net Total Unrealized Gain/Loss Coupon Yield Summarized Credit Rating 91 CIP STAMP Portfolio by Account for quarter ended June 30, 2021 256350023 MIM-Sr Lien Reserve Fund-1 3137FNAD2 Agency MBS Federal Home Loan Mortgage Corporation 11/25/2028 08/01/2019 130,892.51 133,504.86 ---139,698.95 6,944.95 2.631 1.045 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3138LFGP7 Agency MBS Federal National Mortgage Association 10/01/2028 08/07/2019 271,856.08 281,105.56 ---292,052.27 12,085.15 2.550 1.450 AAA 256350023 MIM-Sr Lien Reserve Fund-1 36178NB99 Agency MBS Government National Mortgage Association 08/15/2027 10/11/2019 21,708.18 21,949.01 ---22,613.85 693.23 2.500 0.543 AAA 256350023 MIM-Sr Lien Reserve Fund-1 36202FA30 Agency MBS Government National Mortgage Association 09/20/2024 10/23/2019 0.01 0.01 ---0.01 0.00 4.500 0.197 AAA 256350023 MIM-Sr Lien Reserve Fund-1 36179M4J6 Agency MBS Government National Mortgage Association 03/20/2028 11/20/2019 27,780.37 28,114.60 ---28,974.09 887.53 2.500 0.673 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3137FPJF3 Agency MBS Federal Home Loan Mortgage Corporation 06/25/2029 01/08/2020 179,210.03 180,022.08 ---190,521.77 10,754.58 2.258 0.644 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3137FQ3Y7 Agency MBS Federal Home Loan Mortgage Corporation 07/25/2029 01/08/2020 179,865.97 179,929.21 ---190,278.41 10,415.73 2.190 0.922 AAA 256350023 MIM-Sr Lien Reserve Fund-1 36179NHK7 Agency MBS Government National Mortgage Association 07/20/2028 03/31/2020 129,691.58 135,284.52 ---136,064.62 1,022.19 3.000 1.005 AAA 256350023 MIM-Sr Lien Reserve Fund-1 36179RFD6 Agency MBS Government National Mortgage Association 06/20/2030 05/01/2020 16,728.79 17,554.93 ---17,604.21 (10.68) 3.000 1.218 AAA 256350023 MIM-Sr Lien Reserve Fund-1 36179MU24 Agency MBS Government National Mortgage Association 12/20/2027 04/28/2020 40,580.42 42,317.77 ---41,926.88 (321.49) 2.500 1.025 AAA 256350023 MIM-Sr Lien Reserve Fund-1 36179MZV5 Agency MBS Government National Mortgage Association 02/20/2028 04/28/2020 54,415.15 56,744.80 ---56,752.82 127.78 2.500 0.655 AAA 256350023 MIM-Sr Lien Reserve Fund-1 36179NKP2 Agency MBS Government National Mortgage Association 08/20/2028 ---87,407.48 91,109.44 ---91,167.75 143.16 2.500 0.755 AAA 256350023 MIM-Sr Lien Reserve Fund-1 36179MEK2 Agency MBS Government National Mortgage Association 06/20/2027 04/28/2020 70,213.09 73,219.09 ---72,539.95 (457.85) 2.500 0.947 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3140JAU97 Agency MBS Federal National Mortgage Association 05/01/2023 05/20/2020 39,311.92 40,872.11 ---40,104.45 (182.96) 2.642 0.913 AAA 256350023 MIM-Sr Lien Reserve Fund-1 36179MKL3 Agency MBS Government National Mortgage Association 08/20/2027 05/28/2020 72,891.12 75,943.43 ---75,733.87 (85.23) 2.500 0.727 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3128MMUL5 Agency MBS Federal Home Loan Mortgage Corporation 02/01/2031 06/22/2020 97,649.57 102,226.89 ---102,247.89 (250.84) 2.500 0.900 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3620ARZE4 Agency MBS Government National Mortgage Association 02/15/2026 06/22/2020 65,293.22 68,313.04 ---68,598.37 297.23 3.000 0.111 AAA 256350023 MIM-Sr Lien Reserve Fund-1 36179MU32 Agency MBS Government National Mortgage Association 12/20/2027 06/22/2020 73,708.29 77,670.11 ---77,325.15 (292.10) 3.000 0.889 AAA 256350023 MIM-Sr Lien Reserve Fund-1 36176XE21 Agency MBS Government National Mortgage Association 03/15/2027 06/22/2020 127,011.00 133,083.71 ---133,473.32 522.16 3.000 0.465 AAA 256350023 MIM-Sr Lien Reserve Fund-1 36179NAJ7 Agency MBS Government National Mortgage Association 04/20/2028 06/30/2020 27,817.77 29,360.79 ---29,183.62 (135.95) 3.000 0.950 AAA 256350023 MIM-Sr Lien Reserve Fund-1 36202F3H7 Agency MBS Government National Mortgage Association 02/20/2027 06/30/2020 46,830.41 49,113.39 ---49,120.42 73.55 3.000 0.619 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3137BVZ74 Agency MBS Federal Home Loan Mortgage Corporation 08/25/2026 07/09/2020 254,628.55 272,681.31 ---271,003.71 2,455.62 3.045 0.511 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3132A85Y1 Agency MBS Federal Home Loan Mortgage Corporation 09/01/2032 08/12/2020 188,945.09 199,130.41 ---197,859.52 (1,483.30) 2.500 0.895 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3132A9T64 Agency MBS Federal Home Loan Mortgage Corporation 10/01/2032 08/14/2020 122,114.88 128,697.64 ---128,981.40 (772.84) 3.000 1.140 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3137FMD66 Agency MBS Federal Home Loan Mortgage Corporation 05/25/2026 08/18/2020 74,336.53 78,192.74 ---77,376.90 (1,500.52) 2.283 0.961 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3138X0ZY7 Agency MBS Federal National Mortgage Association 07/01/2028 08/31/2020 34,403.43 36,150.47 ---36,045.85 2.41 2.500 0.458 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3137FWHY9 Agency MBS Federal Home Loan Mortgage Corporation 09/25/2030 09/15/2020 191,500.73 190,543.22 ---184,187.32 (6,412.19) 0.826 1.481 AAA 256350023 MIM-Sr Lien Reserve Fund-1 31418AM39 Agency MBS Federal National Mortgage Association 12/01/2027 09/22/2020 39,737.84 41,488.79 ---41,635.32 189.64 2.500 0.319 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3137FBAB2 Agency MBS Federal Home Loan Mortgage Corporation 08/25/2027 09/22/2020 120,000.00 131,714.06 ---129,038.40 (234.87) 3.038 0.419 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3128MENS6 Agency MBS Federal Home Loan Mortgage Corporation 01/01/2029 10/01/2020 28,946.75 30,294.59 ---30,235.46 33.57 2.500 0.541 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3132AEFC5 Agency MBS Federal Home Loan Mortgage Corporation 11/01/2030 10/14/2020 370,265.40 398,555.99 ---396,654.22 (254.34) 3.500 0.424 AAA 256350023 MIM-Sr Lien Reserve Fund-1 36179TF83 Agency MBS Government National Mortgage Association 09/20/2032 10/26/2020 67,355.30 71,670.24 ---72,241.92 130.16 3.500 1.052 AAA 256350023 MIM-Sr Lien Reserve Fund-1 36179RHM4 Agency MBS Government National Mortgage Association 07/20/2030 10/27/2020 66,157.15 70,085.24 ---70,964.13 897.43 3.500 0.726 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3140J6FU6 Agency MBS Federal National Mortgage Association 10/01/2032 11/03/2020 82,150.25 87,695.39 ---87,569.70 (132.76) 3.000 0.841 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3137BYPQ7 Agency MBS Federal Home Loan Mortgage Corporation 04/25/2024 11/30/2020 224,709.14 239,894.56 ---236,068.19 (1,109.50) 2.905 0.877 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3132AEFK7 Agency MBS Federal Home Loan Mortgage Corporation 04/01/2033 01/14/2021 72,866.69 79,265.30 ---78,553.94 (729.83) 3.500 0.704 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3132AEF68 Agency MBS Federal Home Loan Mortgage Corporation 01/01/2033 ---136,630.86 148,500.69 ---147,972.59 (432.75) 3.500 0.511 AAA 256350023 MIM-Sr Lien Reserve Fund-1 31418DVU3 Agency MBS Federal National Mortgage Association 01/01/2031 01/21/2021 161,631.49 168,904.90 ---167,241.71 (1,346.66) 2.000 0.879 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3140X4H90 Agency MBS Federal National Mortgage Association 06/01/2032 02/02/2021 137,245.38 144,836.77 ---143,439.26 (1,613.05) 2.500 0.969 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3137BLAC2 Agency MBS Federal Home Loan Mortgage Corporation 06/25/2025 02/08/2021 37,000.00 40,815.63 ---40,291.89 (168.74) 3.284 0.860 AAA 256350023 MIM-Sr Lien Reserve Fund-1 31307NP40 Agency MBS Federal Home Loan Mortgage Corporation 07/01/2030 02/05/2021 172,771.24 185,405.14 ---182,883.54 (2,036.15) 3.000 0.943 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3140X9VK8 Agency MBS Federal National Mortgage Association 02/01/2035 02/10/2021 190,880.86 204,660.08 ---200,781.85 (3,803.44) 3.000 1.209 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3138ETQP4 Agency MBS Federal National Mortgage Association 06/01/2031 02/11/2021 79,233.35 85,918.66 ---86,117.94 337.67 3.500 0.025 AAA 256350023 MIM-Sr Lien Reserve Fund-1 36176XQB8 Agency MBS Government National Mortgage Association 05/15/2027 02/23/2021 38,286.60 40,057.36 ---40,235.39 214.63 3.000 0.553 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3140J83R2 Agency MBS Federal National Mortgage Association 10/01/2028 02/26/2021 78,227.71 81,772.40 ---82,129.70 425.25 2.500 0.315 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3138WEMJ5 Agency MBS Federal National Mortgage Association 05/01/2030 ---86,162.31 90,417.80 ---90,602.25 202.44 2.500 0.648 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3131X83H7 Agency MBS Federal Home Loan Mortgage Corporation 04/01/2028 02/26/2021 31,344.46 32,725.57 ---32,842.72 143.76 2.500 0.399 AAA 256350023 MIM-Sr Lien Reserve Fund-1 31418DQ47 Agency MBS Federal National Mortgage Association 07/01/2035 ---192,032.69 198,789.14 ---198,229.59 (314.99) 2.000 1.101 AAA 256350023 MIM-Sr Lien Reserve Fund-1 31418DXH0 Agency MBS Federal National Mortgage Association 02/01/2036 02/24/2021 169,145.85 175,383.11 ---174,604.18 (490.47) 2.000 1.226 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3138EQRJ3 Agency MBS Federal National Mortgage Association 11/01/2030 02/24/2021 56,675.46 60,926.13 ---61,270.14 440.37 3.500 0.083 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3128MMT52 Agency MBS Federal Home Loan Mortgage Corporation 10/01/2030 02/24/2021 101,269.26 106,079.55 ---106,075.50 107.59 2.500 0.857 AAA 256350023 MIM-Sr Lien Reserve Fund-1 31418DYF3 Agency MBS Federal National Mortgage Association 04/01/2031 ---255,692.82 265,086.07 ---264,959.12 21.25 2.000 0.925 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3140J8ME0 Agency MBS Federal National Mortgage Association 12/01/2032 ---58,753.41 62,643.32 ---62,122.92 (552.41) 3.000 1.148 AAA 256350023 MIM-Sr Lien Reserve Fund-1 36179NAH1 Agency MBS Government National Mortgage Association 04/20/2028 03/26/2021 117,676.35 122,493.72 ---122,410.47 (148.57) 2.500 0.800 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3137F4CY6 Agency MBS Federal Home Loan Mortgage Corporation 09/25/2024 03/31/2021 40,000.00 42,250.00 ---42,543.60 454.82 2.920 0.791 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3137AWQG3 Agency MBS Federal Home Loan Mortgage Corporation 04/25/2022 08/19/2020 38,776.79 39,116.09 ---38,969.51 24.36 1.583 0.239 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3137FYUR5 Agency MBS Federal Home Loan Mortgage Corporation 08/25/2024 04/30/2021 274,971.35 275,047.65 ---274,971.35 (36.31) 0.210 0.220 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3132A8GL7 Agency MBS Federal Home Loan Mortgage Corporation 05/01/2031 05/11/2021 75,649.04 80,542.58 ---79,759.81 (788.46) 3.000 1.151 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3132D9C93 Agency MBS Federal Home Loan Mortgage Corporation 10/01/2040 05/12/2021 164,203.62 175,261.70 ---174,960.59 (165.30) 3.000 1.038 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3138ENQD4 Agency MBS Federal National Mortgage Association 10/01/2029 05/14/2021 25,765.10 27,616.98 ---28,001.00 367.70 3.500 -0.300 AAA 256350023 MIM-Sr Lien Reserve Fund-1 31418CDH4 Agency MBS Federal National Mortgage Association 10/01/2031 04/30/2021 205,831.25 216,315.78 ---215,676.15 (566.98) 2.500 0.941 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3136A7MN9 Agency MBS Federal National Mortgage Association 05/25/2022 08/29/2016 158,294.46 162,820.69 ---160,410.85 1,575.71 2.349 -0.023 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3140X7LS6 Agency MBS Federal National Mortgage Association 08/01/2035 05/25/2021 127,181.73 133,520.94 ---133,400.92 (226.18) 2.500 0.876 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3137B3NW4 Agency MBS Federal Home Loan Mortgage Corporation 09/25/2022 04/30/2021 17,520.79 17,756.22 ---17,774.66 44.38 2.778 0.221 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3622A2GC0 Agency MBS Government National Mortgage Association 03/15/2028 05/26/2021 50,568.79 52,512.53 ---52,671.95 132.78 2.500 0.549 AAA 256350023 MIM-Sr Lien Reserve Fund-1 3137BJQ71 Agency MBS Federal Home Loan Mortgage Corporation 05/25/2025 ---175,000.00 188,024.41 ---187,663.00 (222.77) 2.770 0.836 AAA 256350023 MIM-Sr Lien Reserve Fund-1 CCYUSD Currency UNITED STATES OF AMERICA 06/30/2021 ---0.00 (452,609.14)---(452,609.14)0.00 0.000 0.000 AAA 256350023 MIM-Sr Lien Reserve Fund-1 31846V401 MM Fund First American Funds, Inc. - Government Obligations Fund 06/30/2021 ---0.00 479,362.05 ---479,362.05 0.00 0.010 0.010 AAA 256350023 MIM-Sr Lien Reserve Fund-1 9128285W6 TIPS United States Department of The Treasury 01/15/2029 08/26/2019 132,167.50 142,341.12 ---152,919.12 12,576.42 0.875 -1.114 AAA 256350023 MIM-Sr Lien Reserve Fund-1 912828G38 US Gov United States Department of The Treasury 11/15/2024 04/18/2017 760,000.00 770,717.19 ---803,403.60 38,423.98 2.250 0.540 AAA 256350023 MIM-Sr Lien Reserve Fund-1 912828XB1 US Gov United States Department of The Treasury 05/15/2025 ---1,250,000.00 1,278,552.74 ---1,319,875.00 53,767.53 2.125 0.661 AAA 256350023 MIM-Sr Lien Reserve Fund-1 91282CAM3 US Gov United States Department of The Treasury 09/30/2025 10/30/2020 425,000.00 422,376.95 ---416,053.75 (6,677.29) 0.250 0.754 AAA 256350023 MIM-Sr Lien Reserve Fund-1 91282CAE1 US Gov United States Department of The Treasury 08/15/2030 12/04/2020 90,000.00 87,148.83 ---83,847.60 (3,460.72) 0.625 1.426 AAA 256350023 MIM-Sr Lien Reserve Fund-1 912828ZF0 US Gov United States Department of The Treasury 03/31/2025 03/08/2021 365,000.00 362,889.84 ---363,189.60 139.42 0.500 0.634 AAA 256350023 MIM-Sr Lien Reserve Fund-1 912828J43 US Gov United States Department of The Treasury 02/28/2022 06/30/2021 445,000.00 450,006.25 ---449,970.65 (35.60) 1.750 0.078 AAA 17,193,536.41 17,659,186.22 17,878,478.35 255,961.74 Page 12 of 43 26 Source Account Account Identifier Description Beginning Base Market Value Base Purchases Base Sales Base Maturities and Redemptions Base Paydowns Net Total Realized Gain/Loss Base Amortization/Accr etion Base Change In Net Unrealized Gain/Loss Ending Base Market Value Ending Accrued Income Balance 256350018 MIM-RCTC 91 TIFIA Reserve 912828YK0 UNITED STATES TREASURY 534,964.50 - - - - - (1,537.17) (142.83) 533,284.50 1,518.70 256350018 MIM-RCTC 91 TIFIA Reserve 3137BYPQ7 FHMS K-726 A2 238,553.13 - - - (698.23) (41.18) (1,179.52) (566.01) 236,068.19 543.98 256350018 MIM-RCTC 91 TIFIA Reserve 3137FBAB2 FHMS K-IR3 A1 140,155.60 - - - - - (1,051.56) 687.56 139,791.60 329.12 256350018 MIM-RCTC 91 TIFIA Reserve 3137BVZ74 FHMS K-063 A1 323,261.81 - - - (5,106.52) (287.75) (971.02) (725.53) 316,170.99 753.81 256350018 MIM-RCTC 91 TIFIA Reserve 3138EJPZ5 FN AL2239 209,521.23 - - - (39,568.33) (388.26) (956.72) (197.41) 168,410.50 415.91 256350018 MIM-RCTC 91 TIFIA Reserve 3137FL6P4 FHMS K-089 A2 309,628.00 - - - - - (788.09) 7,302.84 316,142.75 816.52 256350018 MIM-RCTC 91 TIFIA Reserve 3137BLW87 FHMS K-050 A1 254,064.49 - - - (13,686.02) (657.31) (772.78) 141.40 239,089.78 535.62 256350018 MIM-RCTC 91 TIFIA Reserve 912828XB1 UNITED STATES TREASURY 158,724.00 - - - - - (679.54) 340.54 158,385.00 407.10 256350018 MIM-RCTC 91 TIFIA Reserve 3130AFFX0 FEDERAL HOME LOAN BANKS 224,974.00 - - - - - (576.38) 2,754.38 227,152.00 812.50 256350018 MIM-RCTC 91 TIFIA Reserve 912828XB1 UNITED STATES TREASURY 476,172.00 - - - - - (520.92) (496.08) 475,155.00 1,221.30 256350018 MIM-RCTC 91 TIFIA Reserve 3137BM6P6 FHMS K-721 A2 204,118.85 - - - (972.09) (8.98) (491.15) (340.87) 202,305.75 509.53 256350018 MIM-RCTC 91 TIFIA Reserve 912828XB1 UNITED STATES TREASURY 116,397.60 - - - - - (487.89) 239.29 116,149.00 298.54 256350018 MIM-RCTC 91 TIFIA Reserve 3137EADB2 FEDERAL HOME LOAN MORTGAGE CORP 508,995.00 - (152,323.50) - - 1,870.47 (472.73) (3,785.24) 354,284.00 3,879.17 256350018 MIM-RCTC 91 TIFIA Reserve 31307NP40 FH J32243 226,391.25 - - - (10,774.98) (775.28) (437.08) 97.24 214,501.15 506.60 256350018 MIM-RCTC 91 TIFIA Reserve 3132AEFC5 FH ZT1963 466,227.40 - - - (32,343.84) (2,347.34) (430.76) (3,218.63) 427,886.83 1,164.98 256350018 MIM-RCTC 91 TIFIA Reserve 3137B7YX1 FHMS K-037 A1 149,780.72 - - - (17,223.95) (366.78) (402.35) (106.71) 131,680.93 278.83 256350018 MIM-RCTC 91 TIFIA Reserve 3137BP4K2 FHMS K-IR1 A2 214,794.00 - - - - - (362.61) 1,210.61 215,642.00 474.83 256350018 MIM-RCTC 91 TIFIA Reserve 3137F4D41 FHMS K-074 A2 169,005.00 - - - - - (361.99) 2,277.49 170,920.50 450.00 256350018 MIM-RCTC 91 TIFIA Reserve 3137B1BS0 FHMS K-026 A2 407,549.15 - - - - - (342.03) (1,866.02) 405,341.10 826.21 256350018 MIM-RCTC 91 TIFIA Reserve 3137B1UG5 FHMS K-027 A2 207,272.00 - - - - - (327.02) (838.98) 206,106.00 439.50 256350018 MIM-RCTC 91 TIFIA Reserve 3138L2QG5 FN AM2254 272,336.69 - - - (2,357.57) (134.68) (321.41) 2,438.85 271,961.89 623.36 256350018 MIM-RCTC 91 TIFIA Reserve 3137B1U75 FHMS K-S01 A2 313,585.76 - - - (2,919.31) (9.96) (304.90) (1,100.22) 309,251.38 636.96 256350018 MIM-RCTC 91 TIFIA Reserve 3137F4CY6 FHMS K-BX1 A1 202,921.90 - - - - - (299.28) (540.52) 202,082.10 462.33 256350018 MIM-RCTC 91 TIFIA Reserve 3137AH6C7 FHMS K-015 A2 246,186.87 - - - (154,731.68) (226.76) (299.00) (800.30) 90,129.14 242.63 256350018 MIM-RCTC 91 TIFIA Reserve 3137BJQ71 FHMS K-PLB A 214,602.00 - - - - - (292.34) 162.34 214,472.00 461.67 256350018 MIM-RCTC 91 TIFIA Reserve 3137B1BS0 FHMS K-026 A2 257,942.50 - - - - - (292.05) (1,105.45) 256,545.00 522.92 256350018 MIM-RCTC 91 TIFIA Reserve 3137FBAJ5 FHMS K-IR3 A2 220,702.00 - - - - - (289.15) 2,555.15 222,968.00 546.83 256350018 MIM-RCTC 91 TIFIA Reserve 38376WA62 GNR 2010-015 PD 66,549.13 - - - (7,029.81) (327.50) (285.38) (155.90) 58,750.54 184.24 256350018 MIM-RCTC 91 TIFIA Reserve 3137BLAC2 FHMS K-048 A2 98,225.10 - - - - - (275.78) 57.98 98,007.30 246.30 256350018 MIM-RCTC 91 TIFIA Reserve 3137ATRW4 FHMS K-020 A2 305,688.00 - - - (1,171.81) (1.86) (267.91) (1,058.32) 303,188.10 590.93 256350018 MIM-RCTC 91 TIFIA Reserve 31418DXH0 FN MA4279 204,139.85 - - - (5,492.48) (197.73) (245.82) 1,343.82 199,547.64 322.18 256350018 MIM-RCTC 91 TIFIA Reserve 3138LFGP7 FN AN2905 314,964.58 - - - (1,268.58) (38.63) (239.35) 5,184.45 318,602.48 630.21 256350018 MIM-RCTC 91 TIFIA Reserve 31418DVU3 FN MA4226 199,728.40 - - - (8,344.01) (363.77) (231.19) 343.95 191,133.39 307.87 256350018 MIM-RCTC 91 TIFIA Reserve 3137EAEC9 FEDERAL HOME LOAN MORTGAGE CORP 271,053.00 - (270,799.20) - - 136.62 (209.93) (180.49) - - 256350018 MIM-RCTC 91 TIFIA Reserve 3137AXHP1 FHMS K-024 A2 154,249.50 - - - - - (200.74) (757.76) 153,291.00 321.63 256350018 MIM-RCTC 91 TIFIA Reserve 3137BSRZ8 FHMS K-J09 A2 78,004.70 - - - (20,861.44) (261.82) (190.77) (281.09) 56,409.58 130.67 256350018 MIM-RCTC 91 TIFIA Reserve 31418DQ47 FN MA4074 191,336.30 - - - (16,436.48) (581.91) (188.86) 779.41 174,908.46 282.40 256350018 MIM-RCTC 91 TIFIA Reserve 3137AUPE3 FHMS K-021 A2 204,184.00 - - - (2,416.99) (4.62) (185.35) (1,075.72) 200,501.32 394.51 256350018 MIM-RCTC 91 TIFIA Reserve 3137BLAC2 FHMS K-048 A2 65,483.40 - - - - - (172.48) 27.28 65,338.20 164.20 256350018 MIM-RCTC 91 TIFIA Reserve 3140X9VK8 FN FM6017 257,391.97 - - - (16,600.27) (1,198.68) (167.34) (399.67) 239,026.01 568.10 256350018 MIM-RCTC 91 TIFIA Reserve 3132D9C93 FH SC0096 - 207,915.81 - - (3,966.19) (267.37) (157.56) (192.12) 203,332.57 477.08 256350018 MIM-RCTC 91 TIFIA Reserve 3137B45W2 FHR 4243 LH 94,131.26 - - - (34,001.39) (271.02) (150.91) (260.15) 59,447.78 134.85 256350018 MIM-RCTC 91 TIFIA Reserve 3140JAU97 FN BM6007 51,442.68 - - - (7,395.95) (208.33) (144.91) 56.81 43,750.31 94.42 256350018 MIM-RCTC 91 TIFIA Reserve 31418DYF3 FN MA4309 - 274,112.81 - - (3,687.90) (138.17) (138.61) (189.76) 269,958.35 434.20 256350018 MIM-RCTC 91 TIFIA Reserve 3136A7MN9 FNA 2012-M8 A2 102,007.54 - - - (13,247.36) (37.21) (137.11) (359.89) 88,225.96 170.45 256350018 MIM-RCTC 91 TIFIA Reserve 3138EKXL4 FN AL3382 39,514.46 - - - (262.65) (2.61) (134.64) 7.14 39,121.70 74.45 256350018 MIM-RCTC 91 TIFIA Reserve 3140J83R2 FN BM4407 111,216.03 - - - (8,515.03) (385.71) (126.49) 473.34 102,662.14 203.72 256350018 MIM-RCTC 91 TIFIA Reserve 31419AM53 FN AE0379 38,833.94 - - - (11,185.84) (180.62) (116.77) (195.53) 27,155.18 122.23 256350018 MIM-RCTC 91 TIFIA Reserve 38376V2E6 GNR 2010-019 UA 80,104.22 - - - (6,735.39) (208.17) (112.74) (305.23) 72,742.69 228.88 256350018 MIM-RCTC 91 TIFIA Reserve 3132AEF68 FH ZT1989 101,352.10 - - - (6,258.12) (559.84) (110.11) (259.64) 94,164.39 253.60 256350018 MIM-RCTC 91 TIFIA Reserve 38377QKH9 GNR 2011-018 PG 25,879.35 - - - (4,627.15) (73.36) (104.07) (16.54) 21,058.23 51.33 256350018 MIM-RCTC 91 TIFIA Reserve 36176XE21 GN 778953 157,549.58 - - - (11,105.54) (521.19) (103.31) (667.30) 145,152.23 345.31 256350018 MIM-RCTC 91 TIFIA Reserve 3128MMT52 FH G18571 134,981.21 - - - (13,492.93) (634.03) (99.24) 474.12 121,229.13 241.12 256350018 MIM-RCTC 91 TIFIA Reserve 3138EQRJ3 FN AL7688 76,644.23 - - - (4,910.75) (364.29) (86.43) (76.91) 71,205.84 192.11 256350018 MIM-RCTC 91 TIFIA Reserve 31418CDH4 FN MA2803 - 256,670.95 - - (7,524.52) (382.48) (84.34) (652.03) 248,027.58 493.14 256350018 MIM-RCTC 91 TIFIA Reserve 3137B9RN7 FHR 4328 EA 52,246.99 - - - (7,306.29) (156.20) (77.63) (31.25) 44,675.63 90.38 256350018 MIM-RCTC 91 TIFIA Reserve 36179NAH1 G2 MA0908 157,360.57 - - - (13,048.29) (543.62) (76.23) 436.01 144,128.45 288.66 256350018 MIM-RCTC 91 TIFIA Reserve 3137B4HD1 FHR 4247 AK 27,498.84 - (24,751.94) - (2,571.14) (181.28) (70.00) 75.53 - - 256350018 MIM-RCTC 91 TIFIA Reserve 912828L57 UNITED STATES TREASURY 312,374.90 - (204,773.44) - - 4,171.58 (69.08) (4,591.36) 107,112.60 461.89 256350018 MIM-RCTC 91 TIFIA Reserve 3620ARB67 GN 737261 128,588.36 - - - (15,929.96) (402.28) (67.82) (782.66) 111,405.65 349.99 256350018 MIM-RCTC 91 TIFIA Reserve 38377RVK8 GNR 2010-166 GP - 63,480.27 - - (3,789.19) (82.44) (67.66) 127.76 59,668.74 145.88 256350018 MIM-RCTC 91 TIFIA Reserve 38377LFC7 GNR 2010-116 NE 53,569.80 - - - (16,282.97) (156.04) (67.34) (47.62) 37,015.82 76.35 256350018 MIM-RCTC 91 TIFIA Reserve 3136AQZK9 FNR 2015-89 KE 90,408.46 - - - (6,254.23) (200.68) (65.38) 10.15 83,898.32 135.72 256350018 MIM-RCTC 91 TIFIA Reserve 36297GCD0 GN 711168 59,647.89 - - - (4,261.31) (121.58) (63.23) (310.24) 54,891.53 196.39 256350018 MIM-RCTC 91 TIFIA Reserve 3137FNAD2 FHMS K-095 A1 155,356.73 - - - (463.41) (6.65) (62.08) 396.47 155,221.06 318.87 256350018 MIM-RCTC 91 TIFIA Reserve 3138WEMJ5 FN AS4860 70,509.10 - - - (4,586.01) (224.14) (60.38) 253.99 65,892.54 130.55 256350018 MIM-RCTC 91 TIFIA Reserve 3138ETQP4 FN AL8561 106,402.24 - - - (7,501.88) (618.30) (55.84) (364.93) 97,861.29 262.61 256350018 MIM-RCTC 91 TIFIA Reserve 36176XQB8 GN 779250 51,017.70 - - - (4,146.81) (190.96) (55.39) (199.08) 46,425.45 110.44 256350018 MIM-RCTC 91 TIFIA Reserve 3137BB5D8 FHR 4338 HP 53,077.31 - (45,582.63) - (6,880.12) (346.61) (55.18) (212.77) - - 256350018 MIM-RCTC 91 TIFIA Reserve 36179MU32 G2 MA0602 91,867.68 - - - (7,350.05) (390.36) (55.08) (303.27) 83,768.92 199.63 256350018 MIM-RCTC 91 TIFIA Reserve 3137ABFH9CMO FHMS K-AIV A2 46,207.59 - - - (46,125.49) (48.98) (51.16) 18.04 - - 256350018 MIM-RCTC 91 TIFIA Reserve 38377RED3 GNR 2010-158 EC 126,893.94 - - - (14,799.43) (90.50) (49.95) (442.00) 111,512.06 226.02 256350018 MIM-RCTC 91 TIFIA Reserve 3136AHAE0 FNA 2013-M14 APT 34,397.06 - - - (160.07) (1.55) (49.34) 710.32 34,896.42 74.62 256350018 MIM-RCTC 91 TIFIA Reserve 3137FYUR5 FHMS Q-015 A - 325,090.19 - - (33.87) (0.00) (47.27) (42.90) 324,966.14 56.87 256350018 MIM-RCTC 91 TIFIA Reserve 3140J8ME0 FN BM3956 62,894.88 - - - (4,296.73) (290.20) (46.29) (92.01) 58,169.65 137.54 256350018 MIM-RCTC 91 TIFIA Reserve 3131X83H7 FH ZK5300 40,817.33 - - - (3,261.35) (143.93) (44.93) 167.41 37,534.53 74.63 256350018 MIM-RCTC 91 TIFIA Reserve 3137ABFH9CMO FHMS K-AIV A2 38,791.56 - - - (38,722.63) (40.37) (42.17) 13.61 - - 256350018 MIM-RCTC 91 TIFIA Reserve 36202F3H7 G2 005300 - 75,589.22 - - (5,007.28) (210.44) (42.02) 517.26 70,846.75 168.86 256350018 MIM-RCTC 91 TIFIA Reserve 3136ABNZ2 FNR 2012-148 MC 64,878.74 - - - (6,874.18) (134.93) (40.66) (97.34) 57,731.63 93.65 256350018 MIM-RCTC 91 TIFIA Reserve 3620A9T35 GN 723370 104,610.30 - (97,844.86) - (4,480.78) 1,764.51 (39.93) (4,009.25) - - 256350018 MIM-RCTC 91 TIFIA Reserve 36179NHK7 G2 MA1134 - 97,077.09 - - (5,883.39) (303.06) (39.33) (141.56) 90,709.75 216.15 256350018 MIM-RCTC 91 TIFIA Reserve 31418DYF3 FN MA4309 41,384.40 - - - (1,404.86) (43.95) (37.83) 96.06 39,993.83 64.33 256350018 MIM-RCTC 91 TIFIA Reserve 3128MENS6 FH G15601 40,915.45 - - - (3,111.86) (136.82) (36.98) 164.54 37,794.33 75.38 256350018 MIM-RCTC 91 TIFIA Reserve 3136AEY84 FNR 2013-70 DG 58,558.96 - - - (4,892.99) (99.46) (36.09) (69.83) 53,460.59 76.13 91 CIP STAMP Portfolio Transaction Report by Account Quarter ended June 30, 2021 Page 13 of 43 ATTACHMENT 4 27 Source Account Account Identifier Description Beginning Base Market Value Base Purchases Base Sales Base Maturities and Redemptions Base Paydowns Net Total Realized Gain/Loss Base Amortization/Accr etion Base Change In Net Unrealized Gain/Loss Ending Base Market Value Ending Accrued Income Balance 91 CIP STAMP Portfolio Transaction Report by Account Quarter ended June 30, 2021 256350018 MIM-RCTC 91 TIFIA Reserve 36179MEK2 G2 MA0138 86,434.44 - - - (7,779.49) (308.83) (35.58) 274.40 78,584.95 158.47 256350018 MIM-RCTC 91 TIFIA Reserve 3137FPJF3 FHMS K-099 A1 204,492.80 - - - (1,192.70) (3.82) (34.50) 2,707.70 205,969.48 364.56 256350018 MIM-RCTC 91 TIFIA Reserve 3620C4SU5 GN 748531 63,969.87 - - - (4,414.27) (117.04) (32.71) (224.87) 59,180.97 185.81 256350018 MIM-RCTC 91 TIFIA Reserve 3137AQQE1 FHR 4039 QB 53,112.64 - - - (4,044.95) (73.36) (32.45) (68.33) 48,893.54 60.04 256350018 MIM-RCTC 91 TIFIA Reserve 3137AQQE1 FHR 4039 QB 53,112.64 - - - (4,044.95) (75.85) (32.33) (65.97) 48,893.54 60.04 256350018 MIM-RCTC 91 TIFIA Reserve 3137B3NW4 FHMS K-031 A1 - 22,690.85 - - (1,365.04) (17.46) (32.01) 53.26 21,329.59 48.67 256350018 MIM-RCTC 91 TIFIA Reserve 3138EJRP5 FN AL2293 15,922.96 - - - (15,922.15) (10.50) (31.67) 41.36 - - 256350018 MIM-RCTC 91 TIFIA Reserve 31418DQ47 FN MA4074 - 61,404.71 - - (3,027.69) (96.25) (30.76) 52.81 58,302.82 94.13 256350018 MIM-RCTC 91 TIFIA Reserve 31418AM39 FN MA1277 49,546.98 - - - (4,462.98) (192.49) (27.51) 170.10 45,034.11 89.55 256350018 MIM-RCTC 91 TIFIA Reserve 38377REV3 GNR 2010-158 HA 24,611.15 - (14,314.73) - (9,998.65) (128.45) (26.47) (142.84) 0.01 - 256350018 MIM-RCTC 91 TIFIA Reserve 3138X0ZY7 FN AU1658 43,374.91 - - - (3,690.74) (176.49) (23.73) 166.48 39,650.43 78.84 256350018 MIM-RCTC 91 TIFIA Reserve 3136ADZA0 FNR 2013-27 KA 76,391.42 - - - (6,812.81) (82.54) (23.31) (96.17) 69,376.59 71.36 256350018 MIM-RCTC 91 TIFIA Reserve 3132AEFK7 FH ZT1970 99,561.41 - - - (7,121.61) (626.92) (22.91) (143.71) 91,646.26 247.95 256350018 MIM-RCTC 91 TIFIA Reserve 3620AFYR2 GN 728920 61,338.61 - (57,482.74) - (2,427.10) 923.95 (22.16) (2,330.57) - - 256350018 MIM-RCTC 91 TIFIA Reserve 36179MZV5 G2 MA0756 67,318.21 - - - (5,658.29) (229.38) (19.79) 151.62 61,562.38 122.97 256350018 MIM-RCTC 91 TIFIA Reserve 3136ADZA0 FNR 2013-27 KA 56,649.82 - - - (5,052.19) (63.07) (15.69) (71.05) 51,447.81 52.92 256350018 MIM-RCTC 91 TIFIA Reserve 38377JZ89 GNR 2010-117 GK 24,645.08 - (21,111.11) - (3,154.51) (223.41) (15.26) (140.79) 0.01 - 256350018 MIM-RCTC 91 TIFIA Reserve 38378HAU0 GNR 2012-096 AD 44,703.27 - - - (4,359.28) (78.11) (15.07) (54.16) 40,196.66 49.35 256350018 MIM-RCTC 91 TIFIA Reserve 36202FA30 G2 004526 26,403.65 - (24,580.56) - (1,235.24) 315.73 (14.81) (888.78) - - 256350018 MIM-RCTC 91 TIFIA Reserve 31417YKF3 FN MA0293 30,835.16 - - - (2,241.98) (226.52) (14.52) (290.12) 28,062.02 96.95 256350018 MIM-RCTC 91 TIFIA Reserve 3137AYSH5 FHR 4165 TE - 52,266.73 - - (2,384.60) (55.29) (14.16) (143.24) 49,669.44 71.02 256350018 MIM-RCTC 91 TIFIA Reserve 38379JM99 GNR 2015-045 AG - 20,921.05 - - (6,763.56) (633.69) (11.30) 39.30 13,551.80 28.15 256350018 MIM-RCTC 91 TIFIA Reserve 38378HAU0 GNR 2012-096 AD 25,844.08 - - - (2,520.21) (40.52) (10.04) (34.61) 23,238.69 28.53 256350018 MIM-RCTC 91 TIFIA Reserve 36179NKP2 G2 MA1202 70,256.59 - - - (5,805.04) (239.98) (9.93) 152.07 64,353.71 128.54 256350018 MIM-RCTC 91 TIFIA Reserve 36179NKP2 G2 MA1202 - 34,136.58 - - (1,934.53) (80.34) (8.52) 63.67 32,176.85 64.27 256350018 MIM-RCTC 91 TIFIA Reserve 38378WUY7 GNR 2013-124 CP 34,169.02 - - - (24,614.21) 11.66 (7.74) (111.33) 9,447.40 19.67 256350018 MIM-RCTC 91 TIFIA Reserve 38378TAF7 GNR 2013-071 GA 80,597.87 - - - (6,623.56) (7.05) (7.11) (353.89) 73,606.26 148.73 256350018 MIM-RCTC 91 TIFIA Reserve 3137FQ3Y7 FHMS K-101 A1 204,091.07 - - - (970.57) 0.00 (7.02) 2,592.91 205,706.39 354.87 256350018 MIM-RCTC 91 TIFIA Reserve 38379JM99 GNR 2015-045 AG 12,127.35 - - - (6,439.92) (254.24) (6.56) (72.61) 5,354.03 11.12 256350018 MIM-RCTC 91 TIFIA Reserve 36178NB99 GN AB2764 33,312.78 - - - (3,048.20) (30.19) (6.40) (76.19) 30,151.80 60.30 256350018 MIM-RCTC 91 TIFIA Reserve 38378AU90 GNR 2011-158 CA 82,771.16 - - - (14,960.15) (262.94) (4.12) (199.80) 67,344.15 164.47 256350018 MIM-RCTC 91 TIFIA Reserve 3136AGFQ0 FNR 2013-92 A 22,414.39 - - - (22,342.64) (15.40) (4.04) (52.31) - - 256350018 MIM-RCTC 91 TIFIA Reserve 36202F2H8 G2 005276 139,294.46 - - - (16,093.14) (355.41) (3.43) (704.64) 122,137.84 291.12 256350018 MIM-RCTC 91 TIFIA Reserve 3137B5A60 FHR 4257 EK 11,789.64 - - - (1,155.93) (9.13) (3.40) (43.25) 10,577.93 21.31 256350018 MIM-RCTC 91 TIFIA Reserve 3136AGZA3 FNR 2013-101 A 12,721.39 - (11,581.92) - (1,019.17) 78.15 (2.44) (196.00) 0.01 - 256350018 MIM-RCTC 91 TIFIA Reserve 36179MU24 G2 MA0601 50,345.33 - - - (4,871.80) (198.43) (2.41) 148.09 45,420.79 91.59 256350018 MIM-RCTC 91 TIFIA Reserve 38378PZN1 GNR 2014-010 B 37,056.56 - - - (37,047.68) (14.31) (2.25) 7.68 - - 256350018 MIM-RCTC 91 TIFIA Reserve 3136A8SX9 FNR 2012-102 BJ 53,198.48 - - - (5,423.79) (101.96) (2.25) (106.28) 47,564.20 58.11 256350018 MIM-RCTC 91 TIFIA Reserve 36179M4J6 G2 MA0825 127,770.60 - - - (11,649.90) (127.09) (0.79) (96.47) 115,896.35 231.50 256350018 MIM-RCTC 91 TIFIA Reserve 31846V401 FIRST AMER:GVT OBLG D 143,063.24 2,737,188.46 (2,131,794.87) - - - - - 748,456.83 - 256350018 MIM-RCTC 91 TIFIA Reserve CCYUSD Cash (0.00) - - - - - - - 0.00 - 256350018 MIM-RCTC 91 TIFIA Reserve CCYUSD Payable (43,410.25) - - - - - - - (685,074.72) - 256350018 MIM-RCTC 91 TIFIA Reserve 3137AS7D0 FHR 4084 TC 1,253.46 - - - (1,253.90) 0.00 - 0.44 - - 256350018 MIM-RCTC 91 TIFIA Reserve 3137B3HX9 FHR 4231 FB (0.00) - - - - (0.00) - 0.00 - - 256350018 MIM-RCTC 91 TIFIA Reserve 38378NWU3 GNR 2014-017 AM (0.00) - - - - (0.00) - - (0.00) - 256350018 MIM-RCTC 91 TIFIA Reserve 31397UPF0 FNA 2011-M1 A3 57,855.39 - - - (57,877.34) (0.04) - 21.99 - - 256350018 MIM-RCTC 91 TIFIA Reserve 3134GXDT8 FEDERAL HOME LOAN MORTGAGE CORP 159,825.60 - - - - - - 128.00 159,953.60 57.56 256350018 MIM-RCTC 91 TIFIA Reserve 3130ALJZ8 FEDERAL HOME LOAN BANKS 250,032.50 - - - (250,000.00) - - (32.50) - - 256350018 MIM-RCTC 91 TIFIA Reserve 912828ZF0 UNITED STATES TREASURY - 313,548.05 - - - - - (110.45) 313,437.60 395.90 256350018 MIM-RCTC 91 TIFIA Reserve 912828G38 UNITED STATES TREASURY - 370,125.00 - - - - - (136.50) 369,988.50 1,005.77 256350018 MIM-RCTC 91 TIFIA Reserve 36179NAJ7 G2 MA0909 35,100.49 - - - (3,241.24) (173.17) 0.78 (137.00) 31,549.86 75.18 256350018 MIM-RCTC 91 TIFIA Reserve 3134GWTL0 FEDERAL HOME LOAN MORTGAGE CORP 315,126.00 - - - - - 3.89 (54.29) 315,075.60 244.13 256350018 MIM-RCTC 91 TIFIA Reserve 3132AEF68 FH ZT1989 43,436.61 (1,008.27) - - (1,752.77) (150.57) 5.32 (174.16) 40,356.16 108.68 256350018 MIM-RCTC 91 TIFIA Reserve 3132A8GL7 FH ZS7403 - 103,082.18 - - (2,257.89) (147.04) 8.09 (985.58) 99,699.75 236.40 256350018 MIM-RCTC 91 TIFIA Reserve 31417YKF3 FN MA0293 21,728.61 - - - (1,579.85) (104.93) 9.55 (278.91) 19,774.46 68.32 256350018 MIM-RCTC 91 TIFIA Reserve 38378KW47 GNR 2013-138 A 46,967.83 - (42,577.32) - (4,347.46) 74.78 11.07 (128.89) - - 256350018 MIM-RCTC 91 TIFIA Reserve 38377YTL4 GNR 2011-136 GA 71,233.56 - - - (11,599.32) 127.26 13.25 (419.76) 59,354.99 97.71 256350018 MIM-RCTC 91 TIFIA Reserve 3132AEF68 FH ZT1989 - 38,670.29 - - (1,606.71) (131.94) 13.38 48.12 36,993.14 99.63 256350018 MIM-RCTC 91 TIFIA Reserve 38376TTT9 GNR 2010-006 AB 30,061.68 - - - (4,461.25) (102.08) 13.38 (103.74) 25,408.00 60.67 256350018 MIM-RCTC 91 TIFIA Reserve 36179RFD6 G2 MA2864 19,454.31 - - - (1,732.66) (89.70) 14.37 (42.11) 17,604.21 41.82 256350018 MIM-RCTC 91 TIFIA Reserve 38378JZD7 GNR 2013-047 EC 26,612.27 - - - (2,868.83) 26.08 15.56 (87.38) 23,697.69 29.27 256350018 MIM-RCTC 91 TIFIA Reserve 3140J8ME0 FN BM3956 - 19,869.33 - - (496.50) (32.85) 15.82 (154.17) 19,201.62 45.40 256350018 MIM-RCTC 91 TIFIA Reserve 91282CAP6 UNITED STATES TREASURY 54,813.00 - - - - - 19.31 (68.81) 54,763.50 14.46 256350018 MIM-RCTC 91 TIFIA Reserve 3137FWHY9 FHMR 2020-P003 A1 184,467.84 - - - (2,874.42) 13.73 19.90 2,560.27 184,187.32 131.88 256350018 MIM-RCTC 91 TIFIA Reserve 3134GWND4 FEDERAL HOME LOAN MORTGAGE CORP 320,778.25 - - - - - 22.68 2,834.07 323,635.00 752.92 256350018 MIM-RCTC 91 TIFIA Reserve 36179RHM4 G2 MA2936 90,444.48 - - - (7,536.60) (440.89) 22.79 301.72 82,791.49 225.12 256350018 MIM-RCTC 91 TIFIA Reserve 3138WEMJ5 FN AS4860 - 41,940.46 - - (737.04) (38.41) 27.49 (9.66) 41,182.84 81.59 256350018 MIM-RCTC 91 TIFIA Reserve 912828ZF0 UNITED STATES TREASURY 84,422.00 - - - - - 29.76 126.64 84,578.40 106.83 256350018 MIM-RCTC 91 TIFIA Reserve 38378KWU9 GNR 2013-096 A 6,910.89 - - - (2,693.27) 63.39 29.90 (106.60) 4,204.32 4.89 256350018 MIM-RCTC 91 TIFIA Reserve 3622A2GC0 GN 783795 - 64,692.08 - - (2,405.11) (94.72) 33.83 157.26 62,383.34 124.78 256350018 MIM-RCTC 91 TIFIA Reserve 3138ENQD4 FN AL5851 - 69,848.13 - - (2,039.91) (148.92) 42.29 900.88 68,602.47 184.11 256350018 MIM-RCTC 91 TIFIA Reserve 3136ADFF1 FNR 2013-36 KC 49,683.66 - - - (11,550.12) 98.08 43.71 (259.43) 38,015.90 47.26 256350018 MIM-RCTC 91 TIFIA Reserve 38378KWU9 GNR 2013-096 A 11,748.52 - - - (4,578.55) 99.55 47.05 (169.22) 7,147.34 8.32 256350018 MIM-RCTC 91 TIFIA Reserve 3137B6DF5 FHR 4272 YG 110,661.52 - - - (14,577.53) 104.64 57.01 (628.06) 95,617.59 156.39 256350018 MIM-RCTC 91 TIFIA Reserve 3140J6FU6 FN BM1978 105,630.04 - - - (8,008.70) (532.98) 65.49 (827.17) 96,326.68 225.91 256350018 MIM-RCTC 91 TIFIA Reserve 3620ARZE4 GN 737941 88,817.87 - - - (11,961.56) (532.13) 66.58 (571.52) 75,819.24 180.42 256350018 MIM-RCTC 91 TIFIA Reserve 91282CAE1 UNITED STATES TREASURY 99,601.70 - - - - - 86.60 2,792.10 102,480.40 258.29 256350018 MIM-RCTC 91 TIFIA Reserve 3137AWQG3 FHMS K-023 A1 134,227.26 - - - (29,968.89) 146.26 94.63 (580.55) 103,918.71 136.41 256350018 MIM-RCTC 91 TIFIA Reserve 3128MMUL5 FH G18586 115,943.61 - - - (10,095.13) (489.05) 95.97 200.75 105,656.15 210.22 256350018 MIM-RCTC 91 TIFIA Reserve 3140X7LS6 FN FM3936 - 157,437.05 - - (2,908.48) (148.05) 125.82 (261.53) 154,244.81 306.36 256350018 MIM-RCTC 91 TIFIA Reserve 912828YK0 UNITED STATES TREASURY 229,270.50 - - - - - 126.36 (846.36) 228,550.50 650.87 256350018 MIM-RCTC 91 TIFIA Reserve 3140X4H90 FN FM1155 186,941.89 - - - (16,703.82) (930.25) 146.36 879.95 170,334.13 339.54 256350018 MIM-RCTC 91 TIFIA Reserve 3132A85Y1 FH ZS8063 232,399.57 - - - (18,900.40) (1,020.92) 148.76 1,494.92 214,121.94 425.99 256350018 MIM-RCTC 91 TIFIA Reserve 36179TF83 G2 MA4691 90,656.75 - - - (9,125.01) (620.85) 178.29 182.97 81,272.16 221.01 Page 14 of 43 28 Source Account Account Identifier Description Beginning Base Market Value Base Purchases Base Sales Base Maturities and Redemptions Base Paydowns Net Total Realized Gain/Loss Base Amortization/Accr etion Base Change In Net Unrealized Gain/Loss Ending Base Market Value Ending Accrued Income Balance 91 CIP STAMP Portfolio Transaction Report by Account Quarter ended June 30, 2021 256350018 MIM-RCTC 91 TIFIA Reserve 91282CAP6 UNITED STATES TREASURY 672,705.00 - - - - - 181.45 (788.95) 672,097.50 177.51 256350018 MIM-RCTC 91 TIFIA Reserve 38378FRB8 GNR 2013-005 JE 149,392.96 - - - (11,533.14) 171.98 186.15 (855.02) 137,362.92 223.74 256350018 MIM-RCTC 91 TIFIA Reserve 9128285W6 UNITED STATES TREASURY 11,865.21 - - - - - 201.06 167.25 12,233.53 42.68 256350018 MIM-RCTC 91 TIFIA Reserve 91282CAM3 UNITED STATES TREASURY 682,444.00 - - - - - 216.96 2,604.04 685,265.00 439.89 256350018 MIM-RCTC 91 TIFIA Reserve 3137FMD66 FHMS K-J24 A1 85,680.55 - - - (8,406.63) (474.03) 239.08 337.93 77,376.90 141.43 256350018 MIM-RCTC 91 TIFIA Reserve 91282CAP6 UNITED STATES TREASURY 797,280.00 - - - - - 298.41 (1,018.41) 796,560.00 210.38 256350018 MIM-RCTC 91 TIFIA Reserve 3132A9T64 FH ZS8673 158,860.77 - - - (18,933.70) (1,117.61) 435.98 (342.38) 138,903.05 328.77 256350018 MIM-RCTC 91 TIFIA Reserve 9128285W6 UNITED STATES TREASURY 166,113.00 - - - - - 2,791.92 2,364.49 171,269.41 597.53 20,944,046.75 5,406,749.02 (3,099,518.82) - (1,550,636.62) (20,099.79) (15,898.94) 5,128.32 21,028,105.46 44,447.90 256350021 MIM-RCTC 2013 Residual Fund 912828H86 UNITED STATES TREASURY - 2,021,953.13 - - - - (4,984.96) (88.17) 2,016,880.00 12,513.81 256350021 MIM-RCTC 2013 Residual Fund 91159HHV5 US BANCORP 538,170.00 - - - - - (3,775.38) 1,095.38 535,490.00 6,843.75 256350021 MIM-RCTC 2013 Residual Fund 912828YK0 UNITED STATES TREASURY 804,994.20 - - - - - (2,384.59) (143.41) 802,466.20 2,285.28 256350021 MIM-RCTC 2013 Residual Fund 46647PAY2 JPMORGAN CHASE & CO 271,217.50 - - - - - (2,174.11) 789.11 269,832.50 726.38 256350021 MIM-RCTC 2013 Residual Fund 46647PAY2 JPMORGAN CHASE & CO 265,793.15 - - - - - (2,038.75) 681.45 264,435.85 711.85 256350021 MIM-RCTC 2013 Residual Fund 20030NCR0 COMCAST CORP 273,012.50 - - - - - (2,006.96) 86.96 271,092.50 1,952.78 256350021 MIM-RCTC 2013 Residual Fund 637432MV4 NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORP 175,754.70 - - - - - (1,249.10) 671.60 175,177.20 716.83 256350021 MIM-RCTC 2013 Residual Fund 912828YZ7 UNITED STATES TREASURY - 479,972.66 - - - - (1,227.04) (54.87) 478,690.75 20.97 256350021 MIM-RCTC 2013 Residual Fund 49327M2K9 KEYBANK NA - 271,962.50 - - - - (1,226.47) 2,406.47 273,142.50 687.50 256350021 MIM-RCTC 2013 Residual Fund 06051GHC6 BANK OF AMERICA CORP 192,401.85 - - - - - (1,073.01) 395.91 191,724.75 169.81 256350021 MIM-RCTC 2013 Residual Fund 95000U2R3 WELLS FARGO & CO 403,492.50 - - - - - (1,020.39) 976.94 403,449.05 526.29 256350021 MIM-RCTC 2013 Residual Fund 34528QFY5 FORDF 2018-1 A1 300,858.00 - - - - (300,000.00) (998.00) 140.00 - - 256350021 MIM-RCTC 2013 Residual Fund 3137BLW87 FHMS K-050 A1 326,654.33 - - - (17,596.31) (845.12) (993.57) 181.81 307,401.14 688.65 256350021 MIM-RCTC 2013 Residual Fund 3137B7YY9 FHMS K-037 A2 129,010.80 - - - - - (899.91) 9.51 128,120.40 349.00 256350021 MIM-RCTC 2013 Residual Fund 14315XAD0 CARMX 2020-1 A4 290,449.60 - - - - - (873.08) 1,010.28 290,586.80 252.62 256350021 MIM-RCTC 2013 Residual Fund 98162HAC4 WOLS 2020-A A3 239,206.50 - - - - - (867.08) 199.68 238,539.10 177.56 256350021 MIM-RCTC 2013 Residual Fund 025816CD9 AMERICAN EXPRESS CO 153,733.50 - (153,084.00) - - 71.01 (836.68) 116.17 - - 256350021 MIM-RCTC 2013 Residual Fund 64971QWL3 NEW YORK N Y CITY TRANSITIONAL FIN AUTH REV 163,447.50 - - - - - (805.38) (243.97) 162,398.15 1,750.21 256350021 MIM-RCTC 2013 Residual Fund 3137BFE80 FHMS K-041 A1 284,107.08 - - - (16,927.01) (590.98) (717.44) 267.10 266,138.75 582.77 256350021 MIM-RCTC 2013 Residual Fund 3137AYCE9 FHMS K-025 A2 371,152.80 - - - - - (685.51) (606.89) 369,860.40 804.60 256350021 MIM-RCTC 2013 Residual Fund 68389XBA2 ORACLE CORP - 300,882.00 (300,261.00) - - (18.66) (602.34) - - - 256350021 MIM-RCTC 2013 Residual Fund 34528QFU3 FORDF 2017-3 A 103,097.00 - - - - - (541.26) 122.26 102,678.00 110.22 256350021 MIM-RCTC 2013 Residual Fund 912828ZD5 UNITED STATES TREASURY 538,450.75 - - - - - (451.47) (281.48) 537,717.80 785.05 256350021 MIM-RCTC 2013 Residual Fund 912828ZD5 UNITED STATES TREASURY 553,547.50 - - - - - (450.65) (302.85) 552,794.00 807.07 256350021 MIM-RCTC 2013 Residual Fund 912828J43 UNITED STATES TREASURY - 278,566.41 - - - - (434.56) (60.10) 278,071.75 1,608.53 256350021 MIM-RCTC 2013 Residual Fund 912828L57 UNITED STATES TREASURY 537,694.50 - - - - - (388.25) (1,743.25) 535,563.00 2,309.43 256350021 MIM-RCTC 2013 Residual Fund 912828ZD5 UNITED STATES TREASURY 478,063.75 - - - - - (373.05) (277.70) 477,413.00 697.01 256350021 MIM-RCTC 2013 Residual Fund 3136AMM48 FNA 2015-M4 AV2 281,283.60 - - - (60,991.02) (30.92) (260.18) (1,006.87) 218,994.60 454.54 256350021 MIM-RCTC 2013 Residual Fund 31307NTZ7 FH J32368 257,058.65 - - - (19,318.50) (909.97) (252.16) 967.22 237,545.24 472.59 256350021 MIM-RCTC 2013 Residual Fund 34528QHA5 FORDF 2019-3 A1 - 200,019.73 (199,684.57) - - (85.99) (249.17) - - - 256350021 MIM-RCTC 2013 Residual Fund 912828L57 UNITED STATES TREASURY 430,155.60 - - - - - (248.17) (1,457.03) 428,450.40 1,847.54 256350021 MIM-RCTC 2013 Residual Fund 34528QGX6 FORDF 2019-2 B - 107,390.62 - - - - (246.66) (287.96) 106,856.00 144.44 256350021 MIM-RCTC 2013 Residual Fund 92347YAA2 VZOT 2019-A A1A 182,449.80 - - - (58,885.36) (792.29) (231.89) 19.27 122,559.53 108.43 256350021 MIM-RCTC 2013 Residual Fund 912828L57 UNITED STATES TREASURY 281,649.50 - - - - - (206.15) (910.35) 280,533.00 1,209.70 256350021 MIM-RCTC 2013 Residual Fund 912828L57 UNITED STATES TREASURY 850,069.40 - - - - - (205.66) (3,164.14) 846,699.60 3,651.09 256350021 MIM-RCTC 2013 Residual Fund 9128286Q8 UNITED STATES TREASURY 1,775,106.50 - - (1,775,000.00) - - (204.35) 97.85 - - 256350021 MIM-RCTC 2013 Residual Fund 4581X0CZ9 INTER-AMERICAN DEVELOPMENT BANK 664,287.00 - - - - - (174.06) (1,905.94) 662,207.00 3,380.90 256350021 MIM-RCTC 2013 Residual Fund 3138L93A8 FN AM8892 - 122,784.95 - - (200.01) (11.33) (173.27) (539.34) 121,861.00 251.27 256350021 MIM-RCTC 2013 Residual Fund 3132AEFC5 FH ZT1963 180,365.34 - - - (12,512.58) (908.10) (166.65) (1,245.16) 165,532.86 450.68 256350021 MIM-RCTC 2013 Residual Fund 912828YZ7 UNITED STATES TREASURY - 136,228.71 - - - - (160.15) (19.61) 136,048.95 5.96 256350021 MIM-RCTC 2013 Residual Fund 3137BJQ71 FHMS K-PLB A - 107,816.41 - - - - (160.07) (420.34) 107,236.00 230.83 256350021 MIM-RCTC 2013 Residual Fund 38141GXL3 GOLDMAN SACHS GROUP INC 250,020.00 - - - - - (152.15) 207.15 250,075.00 191.58 256350021 MIM-RCTC 2013 Residual Fund 3138EKXL4 FN AL3382 42,148.76 - - - (280.16) (2.79) (143.62) 7.62 41,729.81 79.41 256350021 MIM-RCTC 2013 Residual Fund 912828YY0 UNITED STATES TREASURY - 805,485.35 - - - - (141.63) 1,144.53 806,488.25 36.85 256350021 MIM-RCTC 2013 Residual Fund 3622A2GC0 GN 783795 192,584.90 - - - (16,652.67) (624.11) (128.21) 118.93 175,298.83 350.62 256350021 MIM-RCTC 2013 Residual Fund 3137ATRW4 FHMS K-020 A2 101,896.00 - - - (390.61) (1.04) (120.09) (321.56) 101,062.70 196.98 256350021 MIM-RCTC 2013 Residual Fund 98162YAD5 WOART 2019-A A3 86,867.34 - - - (18,889.74) (317.70) (113.33) (42.03) 67,504.54 89.83 256350021 MIM-RCTC 2013 Residual Fund 3137BJP56 FHMS K-046 A1 42,568.49 - - - (2,507.56) (87.06) (86.10) (45.41) 39,842.35 86.13 256350021 MIM-RCTC 2013 Residual Fund 3137ABFH9CMO FHMS K-AIV A2 117,515.61 - - - (117,306.80) (81.29) (84.90) (42.62) - - 256350021 MIM-RCTC 2013 Residual Fund 3140X9VK8 FN FM6017 128,695.99 - - - (8,300.13) (599.35) (83.67) (199.84) 119,513.01 284.05 256350021 MIM-RCTC 2013 Residual Fund 3137BJQ71 FHMS K-PLB A - 160,939.45 - - - - (70.32) (15.13) 160,854.00 346.25 256350021 MIM-RCTC 2013 Residual Fund 0258M0EH8 AMERICAN EXPRESS CREDIT CORP 271,341.90 - (271,092.42) - - 920.87 (64.14) (1,106.22) - - 256350021 MIM-RCTC 2013 Residual Fund 3133Q5GZ3 FHS 370 A3 239,250.71 - - - (20,560.49) (280.85) (60.75) 2,544.42 220,893.03 182.48 256350021 MIM-RCTC 2013 Residual Fund 3137AH6C7 FHMS K-015 A2 28,135.64 - - - (17,683.62) (45.09) (59.45) (47.01) 10,300.47 27.73 256350021 MIM-RCTC 2013 Residual Fund 98162YAD5 WOART 2019-A A3 45,322.08 - - - (9,855.52) (165.76) (59.13) (21.93) 35,219.76 46.87 256350021 MIM-RCTC 2013 Residual Fund 912828J43 UNITED STATES TREASURY 126,895.00 - - - - - (53.37) (445.38) 126,396.25 731.15 256350021 MIM-RCTC 2013 Residual Fund 38377REV3 GNR 2010-158 HA 49,222.29 - (28,629.46) - (19,997.28) (256.93) (52.93) (285.68) 0.01 - 256350021 MIM-RCTC 2013 Residual Fund 06051GJH3 BANK OF AMERICA CORP 205,498.15 - - - - - (50.63) 405.28 205,852.80 309.04 256350021 MIM-RCTC 2013 Residual Fund 31381RZ23 FN 468861 58,340.16 - - - (58,359.96) 63.43 (50.40) 6.77 - - 256350021 MIM-RCTC 2013 Residual Fund 31418DYF3 FN MA4309 51,730.50 - - - (1,756.06) (54.94) (47.28) 120.08 49,992.29 80.41 256350021 MIM-RCTC 2013 Residual Fund 12596EAC8 CNH 2018-B A3 113,019.80 - - - (35,773.23) (229.89) (44.54) (564.80) 76,407.34 106.90 256350021 MIM-RCTC 2013 Residual Fund 31394GUX9 FHR 2666 OD 15,000.62 - - - (2,519.61) (62.82) (35.08) (102.31) 12,280.80 54.37 256350021 MIM-RCTC 2013 Residual Fund 9128286Q8 UNITED STATES TREASURY 270,016.20 - - (270,000.00) - - (31.32) 15.12 - - 256350021 MIM-RCTC 2013 Residual Fund 14041NFU0 COMET 2019-2 A 102,013.00 - - - - - (31.12) (259.88) 101,722.00 76.44 256350021 MIM-RCTC 2013 Residual Fund 3137APP61 FHMS K-018 A2 12,718.83 - - - (96.54) (0.38) (27.16) (48.67) 12,546.09 28.87 256350021 MIM-RCTC 2013 Residual Fund 87165LBB6 SYNCT 2016-2 A 160,374.40 - - - (160,000.00) (1.25) (26.74) (346.41) - - 256350021 MIM-RCTC 2013 Residual Fund 3140J7Q32 FEDERAL NATIONAL MORTGAGE ASSOCIATION 47,060.85 - - - (3,510.37) (260.06) (22.91) (185.00) 43,082.51 115.73 256350021 MIM-RCTC 2013 Residual Fund 38378PPK8 GNR 2013-190 GA 43,613.91 - (29,848.40) - (13,161.83) (104.11) (22.69) (476.87) - - 256350021 MIM-RCTC 2013 Residual Fund 3620ARB67 GN 737261 42,112.69 - - - (5,217.06) (131.75) (22.21) (256.32) 36,485.35 114.62 256350021 MIM-RCTC 2013 Residual Fund 3140J6DU8 FN BM1914 143,320.82 - (130,437.12) - (12,483.67) 4,804.18 (17.44) (5,186.77) - - 256350021 MIM-RCTC 2013 Residual Fund 36178NB99 GN AB2764 83,281.95 - - - (7,620.51) (75.46) (15.99) (190.48) 75,379.50 150.75 256350021 MIM-RCTC 2013 Residual Fund 3136A72D3 FNA 2012-M9 A2 15,105.39 - - - (5,388.77) (12.38) (14.76) (70.82) 9,618.66 19.70 256350021 MIM-RCTC 2013 Residual Fund 3136ADZA0 FNR 2013-27 KA - 83,401.98 - - (5,631.16) (54.13) (13.80) 248.33 77,951.23 80.18 256350021 MIM-RCTC 2013 Residual Fund 31397LUK3 FNR 2008-45 DB 34,316.88 - - - (10,502.91) (58.60) (13.20) (187.19) 23,554.98 86.83 Page 15 of 43 29 Source Account Account Identifier Description Beginning Base Market Value Base Purchases Base Sales Base Maturities and Redemptions Base Paydowns Net Total Realized Gain/Loss Base Amortization/Accr etion Base Change In Net Unrealized Gain/Loss Ending Base Market Value Ending Accrued Income Balance 91 CIP STAMP Portfolio Transaction Report by Account Quarter ended June 30, 2021 256350021 MIM-RCTC 2013 Residual Fund 3136A72D3 FNA 2012-M9 A2 3,356.75 - - - (1,197.50) (2.73) (3.27) (15.77) 2,137.48 4.38 256350021 MIM-RCTC 2013 Residual Fund 36202F2H8 G2 005276 61,289.56 - - - (7,080.99) (156.37) (1.51) (310.04) 53,740.65 128.09 256350021 MIM-RCTC 2013 Residual Fund 36179M4J6 G2 MA0825 106,475.50 - - - (9,708.25) (105.91) (0.66) (80.39) 96,580.29 192.92 256350021 MIM-RCTC 2013 Residual Fund 14315PAB1 CARMX 2019-3 A2A 0.02 - - - 0.01 (0.03) (0.00) 0.00 - - 256350021 MIM-RCTC 2013 Residual Fund 31846V401 FIRST AMER:GVT OBLG D 611,725.70 4,366,823.00 (3,844,291.00) - - - - - 1,134,257.70 - 256350021 MIM-RCTC 2013 Residual Fund CCYUSD Payable (160,000.00) - - - - - - - (966,244.23) - 256350021 MIM-RCTC 2013 Residual Fund CCYUSD Receivable 0.01 - - - - - - - - - 256350021 MIM-RCTC 2013 Residual Fund 86787EBD8 TRUIST BANK 50,282.50 - (50,244.20) - - 244.20 - (282.50) - - 256350021 MIM-RCTC 2013 Residual Fund 025816CE7 AMERICAN EXPRESS CO 100,580.00 - (100,480.80) - - 480.80 - (580.00) - - 256350021 MIM-RCTC 2013 Residual Fund 072024WW8 BAY AREA TOLL AUTH CALIF TOLL BRDG REV 96,650.15 - - - - - - (403.75) 96,246.40 505.40 256350021 MIM-RCTC 2013 Residual Fund 783186TZ2 RUTGERS ST UNIV N J 107,051.70 - - - - - - (549.15) 106,502.55 359.98 256350021 MIM-RCTC 2013 Residual Fund 17308CC46 CITIGROUP INC 197,061.15 - (196,846.65) - - 1,846.65 - (2,061.15) - - 256350021 MIM-RCTC 2013 Residual Fund 69353RFU7 PNC BANK NA 250,467.50 - - - - - - - 250,467.50 125.38 256350021 MIM-RCTC 2013 Residual Fund 196480CW5 COLORADO HSG & FIN AUTH 460,000.00 - (260,000.00) - - - - - 200,000.00 45.81 256350021 MIM-RCTC 2013 Residual Fund 3137ADTJ6 FHMS K-014 A2 25,076.61 - - - (24,680.64) (403.00) - 7.02 - - 256350021 MIM-RCTC 2013 Residual Fund 14913Q2X6 CATERPILLAR FINANCIAL SERVICES CORP 120,054.00 - - (120,000.00) - - - (54.00) - - 256350021 MIM-RCTC 2013 Residual Fund 650036AS5 NEW YORK ST URBAN DEV CORP REV 180,702.00 - - - - - - 851.40 181,553.40 511.45 256350021 MIM-RCTC 2013 Residual Fund 31397UPF0 FNA 2011-M1 A3 28,927.70 - - - (28,938.66) (0.03) - 11.00 - - 256350021 MIM-RCTC 2013 Residual Fund 194740PF7 COLLIN CNTY TEX 176,111.25 - - - - - - (376.25) 175,735.00 573.18 256350021 MIM-RCTC 2013 Residual Fund 31381RLL6 FN 468431 50,727.97 - - - (50,745.24) (12.92) - 30.20 - - 256350021 MIM-RCTC 2013 Residual Fund 916544ES4 UPPER SANTA CLARA VY JT PWRS AUTH CALIF REV 170,974.10 - - - - - - 173.40 171,147.50 481.67 256350021 MIM-RCTC 2013 Residual Fund 438516CC8 HONEYWELL INTERNATIONAL INC 265,243.80 - (265,092.75) - - 92.75 - (243.80) - - 256350021 MIM-RCTC 2013 Residual Fund 43813KAA0 HAROT 2020-3 A1 78,931.76 - - - (78,931.74) (0.02) - - - - 256350021 MIM-RCTC 2013 Residual Fund 6174468T9 MORGAN STANLEY 380,110.20 - - - - - - 368.60 380,478.80 301.47 256350021 MIM-RCTC 2013 Residual Fund 38141GXL3 GOLDMAN SACHS GROUP INC 235,018.80 - - - - - - 51.70 235,070.50 180.09 256350021 MIM-RCTC 2013 Residual Fund 22550L2E0 CREDIT SUISSE AG (NEW YORK BRANCH)247,160.00 - - - - - - 1,810.00 248,970.00 512.19 256350021 MIM-RCTC 2013 Residual Fund 283062DK0 EL DORADO CALIF IRR DIST REV 155,666.50 - - - - - - (181.35) 155,485.15 381.82 256350021 MIM-RCTC 2013 Residual Fund 842400HC0 SOUTHERN CALIFORNIA EDISON CO 160,249.60 - - - - - - 379.20 160,628.80 341.87 256350021 MIM-RCTC 2013 Residual Fund 172967MX6 CITIGROUP INC - 165,000.00 - - - - - 392.70 165,392.70 256.29 256350021 MIM-RCTC 2013 Residual Fund 89788MAF9 TRUIST FINANCIAL CORP - 245,000.00 - - - - - 284.20 245,284.20 69.98 256350021 MIM-RCTC 2013 Residual Fund 64990FD43 NEW YORK STATE DORMITORY AUTHORITY - 175,000.00 - - - - - (148.75) 174,851.25 34.49 256350021 MIM-RCTC 2013 Residual Fund 912828J43 UNITED STATES TREASURY - 960,687.50 - - - - - (76.00) 960,611.50 5,556.73 256350021 MIM-RCTC 2013 Residual Fund 65478DAD9 NAROT 2018-A A3 6,791.83 - - - (6,781.79) 0.99 0.72 (11.75) - - 256350021 MIM-RCTC 2013 Residual Fund 3138L2GH4 FN AM1999 33,140.56 - - - (33,150.17) 53.52 0.77 (44.68) - - 256350021 MIM-RCTC 2013 Residual Fund 65478HAD0 NAROT 2017-C A3 2,370.12 - - - (2,368.54) 0.01 0.81 (2.40) - - 256350021 MIM-RCTC 2013 Residual Fund 89236THU2 TOYOTA MOTOR CREDIT CORP 169,615.80 - - - - - 0.85 (174.25) 169,442.40 361.25 256350021 MIM-RCTC 2013 Residual Fund 26209AAE1 DRIVE 2019-4 B 80,537.60 - (54,464.75) - (25,726.05) 192.60 0.87 (540.27) - - 256350021 MIM-RCTC 2013 Residual Fund 440452AG5 HORMEL FOODS CORP - 214,961.30 - - - - 0.98 506.42 215,468.70 108.69 256350021 MIM-RCTC 2013 Residual Fund 14315XAC2 CARMX 2020-1 A3 61,339.80 - - - - - 1.00 (244.60) 61,096.20 50.40 256350021 MIM-RCTC 2013 Residual Fund 3134GWTL0 FEDERAL HOME LOAN MORTGAGE CORP 270,108.00 - (270,089.10) - - 121.52 1.21 (141.63) - - 256350021 MIM-RCTC 2013 Residual Fund 3137AXHN6 FHMS K-024 A1 5,733.97 - - - (2,511.27) 7.96 3.21 (27.03) 3,206.84 4.67 256350021 MIM-RCTC 2013 Residual Fund 38378KW47 GNR 2013-138 A 18,151.82 - (16,455.00) - (1,680.16) 28.88 4.28 (49.81) - - 256350021 MIM-RCTC 2013 Residual Fund 3137B1UF7 FHMS K-027 A1 6,813.47 - - - (1,279.15) 6.63 4.41 (31.78) 5,513.59 8.14 256350021 MIM-RCTC 2013 Residual Fund 3134GV6H6 FEDERAL HOME LOAN MORTGAGE CORP 400,132.00 - - - - - 4.49 (136.49) 400,000.00 572.44 256350021 MIM-RCTC 2013 Residual Fund 172967LC3 CITIGROUP INC 253,972.50 - (253,482.50) - - 3,519.82 4.65 (4,014.47) - - 256350021 MIM-RCTC 2013 Residual Fund 34528QHK3 FORDF 2020-1 A1 225,470.25 - - - - - 4.67 627.58 226,102.50 70.00 256350021 MIM-RCTC 2013 Residual Fund 05531FBJ1 TRUIST FINANCIAL CORP 170,492.85 - (170,322.90) - - 5,386.24 6.07 (5,562.26) - - 256350021 MIM-RCTC 2013 Residual Fund 172967LC3 CITIGROUP INC 203,178.00 - (202,786.00) - - 2,837.69 6.44 (3,236.13) - - 256350021 MIM-RCTC 2013 Residual Fund 3136A4JW0 FNR 2012-20 BD - 16,170.33 (15,633.57) - (551.22) 6.85 7.61 (0.00) - - 256350021 MIM-RCTC 2013 Residual Fund 3137AWQG3 FHMS K-023 A1 8,389.20 - - - (1,873.06) 11.69 8.01 (40.94) 6,494.92 8.53 256350021 MIM-RCTC 2013 Residual Fund 38013FAD3 GMCAR 2018-4 A3 40,079.85 - - - (10,563.34) (54.25) 8.02 (189.41) 29,280.87 38.70 256350021 MIM-RCTC 2013 Residual Fund 3136G46A6 FEDERAL NATIONAL MORTGAGE ASSOCIATION 415,087.15 - - - - - 8.59 (377.94) 414,717.80 221.33 256350021 MIM-RCTC 2013 Residual Fund 14913R2D8 CATERPILLAR FINANCIAL SERVICES CORP 200,982.00 - - - - - 9.35 142.65 201,134.00 628.33 256350021 MIM-RCTC 2013 Residual Fund 863667BB6 STRYKER CORP 160,096.00 - - - - - 11.43 (235.43) 159,872.00 80.00 256350021 MIM-RCTC 2013 Residual Fund 3137AWQG3 FHMS K-023 A1 12,583.81 - - - (2,809.58) 17.73 12.18 (61.76) 9,742.38 12.79 256350021 MIM-RCTC 2013 Residual Fund 3134GWY42 FEDERAL HOME LOAN MORTGAGE CORP 299,730.00 - - - - - 12.41 (123.41) 299,619.00 195.00 256350021 MIM-RCTC 2013 Residual Fund 21688AAQ5 COOPERATIEVE RABOBANK UA (NEW YORK BRANCH)283,483.80 - - - - - 16.40 317.05 283,817.25 501.72 256350021 MIM-RCTC 2013 Residual Fund 3137A2PV7 FHR 3760 BA 17,824.76 - - - (1,772.02) 16.63 18.58 (59.26) 16,028.69 19.89 256350021 MIM-RCTC 2013 Residual Fund 91282CAP6 UNITED STATES TREASURY 348,810.00 - - - - - 22.02 (337.02) 348,495.00 92.04 256350021 MIM-RCTC 2013 Residual Fund 3140J8ME0 FN BM3956 99,532.66 - - - (6,799.68) (451.05) 24.28 (251.34) 92,054.87 217.65 256350021 MIM-RCTC 2013 Residual Fund 36179RFD6 G2 MA2864 51,878.15 - - - (4,620.42) (239.21) 38.32 (112.28) 46,944.56 111.53 256350021 MIM-RCTC 2013 Residual Fund 3128MMUL5 FH G18586 61,711.91 - - - (5,373.21) (290.39) 40.18 147.84 56,236.33 111.89 256350021 MIM-RCTC 2013 Residual Fund 3132G5AV1 FH U79019 55,247.24 - - - (4,576.36) (65.40) 44.85 (449.52) 50,200.82 119.38 256350021 MIM-RCTC 2013 Residual Fund 53154LSL1 Liberty Utilities Co.- 474,947.22 - (475,000.00) - - 52.78 - - - 256350021 MIM-RCTC 2013 Residual Fund 3137GAUY1 FHR 3737 MA 90,663.89 - - - (12,021.70) 71.89 62.69 (311.83) 78,464.93 97.16 256350021 MIM-RCTC 2013 Residual Fund 3132AEF68 FH ZT1989 - 79,544.27 - - (1,723.47) (153.00) 69.91 (388.41) 77,349.31 208.31 256350021 MIM-RCTC 2013 Residual Fund 912828YK0 UNITED STATES TREASURY 183,416.40 - - - - - 109.47 (685.47) 182,840.40 520.70 256350021 MIM-RCTC 2013 Residual Fund 3138L2GH4 FN AM1999 86,993.95 - - - (87,019.18) 250.58 114.89 (340.25) - - 256350021 MIM-RCTC 2013 Residual Fund 3140X7LS6 FN FM3936 - 204,242.66 - - (3,773.17) (192.06) 163.23 (339.27) 200,101.38 397.44 256350021 MIM-RCTC 2013 Residual Fund 912828ZP8 UNITED STATES TREASURY 808,890.30 - - - - - 163.26 (568.26) 808,485.30 129.31 256350021 MIM-RCTC 2013 Residual Fund 3140X4H90 FN FM1155 236,137.12 - - - (21,099.57) (1,175.05) 184.87 1,111.51 215,158.89 428.89 256350021 MIM-RCTC 2013 Residual Fund 3132A85Y1 FH ZS8063 291,234.92 - - - (23,685.31) (1,279.38) 186.42 1,873.38 268,330.03 533.83 256350021 MIM-RCTC 2013 Residual Fund 912828L57 UNITED STATES TREASURY 102,418.00 - - - - - 229.10 (635.10) 102,012.00 439.89 256350021 MIM-RCTC 2013 Residual Fund 36179Q2A8 G2 MA2569 272,324.61 - - - (24,952.87) (1,480.42) 234.02 (581.53) 245,543.82 581.81 256350021 MIM-RCTC 2013 Residual Fund 912828T67 UNITED STATES TREASURY 483,336.00 - (100,460.94) - - 613.05 474.17 (2,457.48) 381,504.80 800.27 256350021 MIM-RCTC 2013 Residual Fund 912828YK0 UNITED STATES TREASURY 866,133.00 - - - - - 582.56 (3,302.56) 863,413.00 2,458.85 26,961,452.37 11,979,780.18 (6,913,687.13) (2,640,000.00) (1,228,871.34) (292,094.12) (36,029.06) (32,497.62) 26,991,809.05 74,853.75 256350023 MIM-Sr Lien Reserve Fund-1 3138EJPZ5 FN AL2239 186,241.09 - - - (35,171.86) (535.38) (1,263.57) 427.95 149,698.22 369.70 256350023 MIM-Sr Lien Reserve Fund-1 3137BYPQ7 FHMS K-726 A2 238,553.13 - - - (698.23) (41.18) (1,179.52) (566.01) 236,068.19 543.98 256350023 MIM-Sr Lien Reserve Fund-1 3137FBAB2 FHMS K-IR3 A1 129,374.40 - - - - - (970.67) 634.67 129,038.40 303.80 256350023 MIM-Sr Lien Reserve Fund-1 3137BVZ74 FHMS K-063 A1 277,081.55 - - - (4,377.01) (246.65) (832.30) (621.89) 271,003.71 646.12 256350023 MIM-Sr Lien Reserve Fund-1 38378KSL4 GNR 2013-074 AL 229,972.50 - - - - - (737.55) 1,365.30 230,600.25 524.91 256350023 MIM-Sr Lien Reserve Fund-1 3137BLW87 FHMS K-050 A1 217,769.56 - - - (11,730.87) (563.42) (662.38) 121.20 204,934.10 459.10 Page 16 of 43 30 Source Account Account Identifier Description Beginning Base Market Value Base Purchases Base Sales Base Maturities and Redemptions Base Paydowns Net Total Realized Gain/Loss Base Amortization/Accr etion Base Change In Net Unrealized Gain/Loss Ending Base Market Value Ending Accrued Income Balance 91 CIP STAMP Portfolio Transaction Report by Account Quarter ended June 30, 2021 256350023 MIM-Sr Lien Reserve Fund-1 912828XB1 UNITED STATES TREASURY 1,031,706.00 - - - - - (649.51) (1,553.99) 1,029,502.50 2,646.14 256350023 MIM-Sr Lien Reserve Fund-1 3137B1UG5 FHMS K-027 A2 145,090.40 - - - - - (592.43) (223.77) 144,274.20 307.65 256350023 MIM-Sr Lien Reserve Fund-1 3137B1U75 FHMS K-S01 A2 317,766.91 - - - (2,958.24) (22.15) (560.44) (851.34) 313,374.73 645.45 256350023 MIM-Sr Lien Reserve Fund-1 912828XB1 UNITED STATES TREASURY 132,270.00 - - - - - (554.42) 271.92 131,987.50 339.25 256350023 MIM-Sr Lien Reserve Fund-1 3130AFFX0 FEDERAL HOME LOAN BANKS 208,100.95 - - - - - (533.15) 2,547.80 210,115.60 751.56 256350023 MIM-Sr Lien Reserve Fund-1 3137B1UG5 FHMS K-027 A2 103,636.00 - - - - - (503.94) (79.06) 103,053.00 219.75 256350023 MIM-Sr Lien Reserve Fund-1 38380AZ34 GNR 2016-147 DA 88,640.94 - - - (9,744.87) (242.21) (416.66) (1,214.82) 77,022.38 184.70 256350023 MIM-Sr Lien Reserve Fund-1 3132AEFC5 FH ZT1963 432,196.21 - - - (29,982.98) (2,176.00) (399.32) (2,983.70) 396,654.22 1,079.94 256350023 MIM-Sr Lien Reserve Fund-1 3138EKXL4 FN AL3382 171,229.33 - - - (1,138.16) (1.84) (385.83) (176.16) 169,527.35 322.60 256350023 MIM-Sr Lien Reserve Fund-1 31307NP40 FH J32243 193,021.02 - - - (9,186.75) (660.99) (372.65) 82.91 182,883.54 431.93 256350023 MIM-Sr Lien Reserve Fund-1 912828G38 UNITED STATES TREASURY 843,383.70 - (37,197.07) - - 1,962.55 (365.89) (4,379.69) 803,403.60 2,183.97 256350023 MIM-Sr Lien Reserve Fund-1 3136A7MN9 FNA 2012-M8 A2 185,468.26 - - - (24,086.09) (95.76) (317.30) (558.26) 160,410.85 309.91 256350023 MIM-Sr Lien Reserve Fund-1 3137B1BS0 FHMS K-026 A2 371,437.20 - - - - - (311.72) (1,700.68) 369,424.80 753.00 256350023 MIM-Sr Lien Reserve Fund-1 3137FBAJ5 FHMS K-IR3 A2 220,702.00 - - - - - (289.15) 2,555.15 222,968.00 546.83 256350023 MIM-Sr Lien Reserve Fund-1 3137BLAC2 FHMS K-048 A2 40,381.43 - - - - - (228.35) 138.81 40,291.89 101.26 256350023 MIM-Sr Lien Reserve Fund-1 3138LFGP7 FN AN2905 288,717.53 - - - (1,162.86) (35.41) (219.40) 4,752.41 292,052.27 577.69 256350023 MIM-Sr Lien Reserve Fund-1 31418DXH0 FN MA4279 178,622.37 - - - (4,805.91) (173.03) (215.09) 1,175.84 174,604.18 281.91 256350023 MIM-Sr Lien Reserve Fund-1 31418DVU3 FN MA4226 174,762.35 - - - (7,301.00) (318.31) (202.29) 300.96 167,241.71 269.39 256350023 MIM-Sr Lien Reserve Fund-1 38376WA62 GNR 2010-015 PD 19,964.74 - - - (2,108.94) (113.45) (201.53) 84.34 17,625.16 55.27 256350023 MIM-Sr Lien Reserve Fund-1 38376WA62 GNR 2010-015 PD 80,191.71 - - - (8,470.92) (131.24) (173.65) (621.49) 70,794.40 222.01 256350023 MIM-Sr Lien Reserve Fund-1 31418DQ47 FN MA4074 170,076.71 - - - (14,610.21) (517.25) (167.88) 692.81 155,474.19 251.02 256350023 MIM-Sr Lien Reserve Fund-1 38378KSL4 GNR 2013-074 AL 204,420.00 - - - - - (163.07) 721.07 204,978.00 466.59 256350023 MIM-Sr Lien Reserve Fund-1 3137F4CY6 FHMS K-BX1 A1 42,720.40 - - - - - (161.22) (15.58) 42,543.60 97.33 256350023 MIM-Sr Lien Reserve Fund-1 3140X9VK8 FN FM6017 216,209.26 - - - (13,944.21) (1,006.91) (140.56) (335.73) 200,781.85 477.20 256350023 MIM-Sr Lien Reserve Fund-1 3132D9C93 FH SC0096 - 178,904.30 - - (3,412.77) (230.06) (135.57) (165.30) 174,960.59 410.51 256350023 MIM-Sr Lien Reserve Fund-1 3140JAU97 FN BM6007 47,155.79 - - - (6,779.62) (190.97) (132.83) 52.08 40,104.45 86.55 256350023 MIM-Sr Lien Reserve Fund-1 3137AXHP1 FHMS K-024 A2 143,966.20 - - - - - (122.79) (771.81) 143,071.60 300.18 256350023 MIM-Sr Lien Reserve Fund-1 31418DYF3 FN MA4309 - 233,503.50 - - (3,141.54) (117.71) (118.08) (161.65) 229,964.52 369.87 256350023 MIM-Sr Lien Reserve Fund-1 3137B6DF5 FHR 4272 YG 88,529.22 - - - (11,662.02) (246.29) (106.56) (20.29) 76,494.07 125.12 256350023 MIM-Sr Lien Reserve Fund-1 3137AUPE3 FHMS K-021 A2 147,012.48 - - - (1,740.23) (2.04) (106.29) (802.98) 144,360.95 284.05 256350023 MIM-Sr Lien Reserve Fund-1 3140J83R2 FN BM4407 88,972.82 - - - (6,812.03) (308.57) (101.19) 378.67 82,129.70 162.97 256350023 MIM-Sr Lien Reserve Fund-1 38375XCM4 GNR 2008-047 PC 25,393.68 - - - (6,649.19) (82.53) (98.84) (74.53) 18,488.60 75.67 256350023 MIM-Sr Lien Reserve Fund-1 38377QKH9 GNR 2011-018 PG 23,985.75 - - - (4,288.58) (67.99) (96.46) (15.34) 19,517.38 47.57 256350023 MIM-Sr Lien Reserve Fund-1 36176XE21 GN 778953 144,873.18 - - - (10,212.00) (479.25) (95.00) (613.61) 133,473.32 317.53 256350023 MIM-Sr Lien Reserve Fund-1 3132AEF68 FH ZT1989 86,873.23 - - - (5,364.10) (479.87) (94.38) (222.55) 80,712.33 217.37 256350023 MIM-Sr Lien Reserve Fund-1 38376T5Z1 GNR 2010-004 PD 44,623.78 - - - (3,366.62) (74.78) (89.00) (92.66) 41,000.72 98.51 256350023 MIM-Sr Lien Reserve Fund-1 38376WA62 GNR 2010-015 PD 19,521.08 - - - (2,062.08) (60.41) (88.21) (76.89) 17,233.49 54.04 256350023 MIM-Sr Lien Reserve Fund-1 3128MMT52 FH G18571 118,108.56 - - - (11,806.31) (554.78) (86.83) 414.86 106,075.50 210.98 256350023 MIM-Sr Lien Reserve Fund-1 3137BJQ71 FHMS K-PLB A - 53,908.20 - - - - (80.04) (210.16) 53,618.00 115.42 256350023 MIM-Sr Lien Reserve Fund-1 3138EQRJ3 FN AL7688 65,949.68 - - - (4,225.52) (313.47) (74.37) (66.18) 61,270.14 165.30 256350023 MIM-Sr Lien Reserve Fund-1 31418CDH4 FN MA2803 - 223,192.13 - - (6,543.07) (332.58) (73.34) (566.98) 215,676.15 428.82 256350023 MIM-Sr Lien Reserve Fund-1 3137ABFH9CMO FHMS K-AIV A2 57,046.41 - - - (56,945.04) (64.61) (67.48) 30.72 - - 256350023 MIM-Sr Lien Reserve Fund-1 3137B9RN7 FHR 4328 EA 45,122.39 - - - (6,309.97) (134.91) (67.04) (26.98) 38,583.49 78.06 256350023 MIM-Sr Lien Reserve Fund-1 36179NAH1 G2 MA0908 133,648.71 - - - (11,082.12) (461.69) (64.74) 370.31 122,410.47 245.16 256350023 MIM-Sr Lien Reserve Fund-1 3137ARVU7 FHR 4073 AJ 68,483.01 - - - (65,489.19) (242.49) (63.16) 51.72 2,739.89 6.85 256350023 MIM-Sr Lien Reserve Fund-1 3138WEMJ5 FN AS4860 70,509.10 - - - (4,586.01) (224.15) (60.38) 253.99 65,892.54 130.55 256350023 MIM-Sr Lien Reserve Fund-1 3137AWQG3 FHMS K-023 A1 50,335.22 - - - (11,238.33) (59.19) (58.91) (9.27) 38,969.51 51.15 256350023 MIM-Sr Lien Reserve Fund-1 3137BJQ71 FHMS K-PLB A - 134,116.21 - - - - (58.60) (12.61) 134,045.00 288.54 256350023 MIM-Sr Lien Reserve Fund-1 38377LFC7 GNR 2010-116 NE 45,793.54 - - - (13,919.31) (133.39) (57.57) (40.71) 31,642.56 65.27 256350023 MIM-Sr Lien Reserve Fund-1 3137FNAD2 FHMS K-095 A1 139,821.06 - - - (417.06) (6.00) (55.87) 356.82 139,698.95 286.98 256350023 MIM-Sr Lien Reserve Fund-1 3136AQZK9 FNR 2015-89 KE 76,617.34 - - - (5,300.21) (170.06) (55.40) 8.60 71,100.28 115.02 256350023 MIM-Sr Lien Reserve Fund-1 36179MU32 G2 MA0602 84,800.93 - - - (6,784.66) (360.33) (50.85) (279.94) 77,325.15 184.27 256350023 MIM-Sr Lien Reserve Fund-1 3138ETQP4 FN AL8561 93,633.98 - - - (6,601.65) (544.11) (49.14) (321.14) 86,117.94 231.10 256350023 MIM-Sr Lien Reserve Fund-1 36176XQB8 GN 779250 44,215.33 - - - (3,593.89) (165.51) (48.01) (172.54) 40,235.39 95.72 256350023 MIM-Sr Lien Reserve Fund-1 3137BB5D8 FHR 4338 HP 45,356.98 - (38,952.43) - (5,879.38) (296.19) (47.15) (181.82) - - 256350023 MIM-Sr Lien Reserve Fund-1 38377RVK8 GNR 2010-166 GP 16,192.43 - - - (1,474.47) (20.67) (42.70) (8.63) 14,645.97 35.81 256350023 MIM-Sr Lien Reserve Fund-1 38377RVK8 GNR 2010-166 GP 26,987.38 - - - (2,457.45) (18.30) (41.73) (59.96) 24,409.94 59.68 256350023 MIM-Sr Lien Reserve Fund-1 3137F4D41 FHMS K-074 A2 33,801.00 - - - - - (40.14) 423.24 34,184.10 90.00 256350023 MIM-Sr Lien Reserve Fund-1 3137FYUR5 FHMS Q-015 A - 275,076.32 - - (28.66) (0.00) (40.00) (36.31) 274,971.35 48.12 256350023 MIM-Sr Lien Reserve Fund-1 3131X83H7 FH ZK5300 35,715.17 - - - (2,853.68) (125.94) (39.31) 146.48 32,842.72 65.30 256350023 MIM-Sr Lien Reserve Fund-1 3140J8ME0 FN BM3956 51,903.54 - - - (3,545.85) (239.48) (38.20) (75.93) 48,004.08 113.50 256350023 MIM-Sr Lien Reserve Fund-1 3136AHAE0 FNA 2013-M14 APT 28,758.20 - - - (133.83) (1.33) (37.49) 590.15 29,175.70 62.39 256350023 MIM-Sr Lien Reserve Fund-1 3136ABNZ2 FNR 2012-148 MC 54,443.71 - - - (5,768.55) (113.22) (34.12) (81.69) 48,446.13 78.59 256350023 MIM-Sr Lien Reserve Fund-1 3620ARB67 GN 737261 64,294.18 - - - (7,964.98) (201.14) (33.91) (391.33) 55,702.82 175.00 256350023 MIM-Sr Lien Reserve Fund-1 31418DYF3 FN MA4309 36,211.35 - - - (1,229.25) (38.45) (33.10) 84.05 34,994.60 56.28 256350023 MIM-Sr Lien Reserve Fund-1 36179MEK2 G2 MA0138 79,785.64 - - - (7,181.08) (285.06) (32.84) 253.29 72,539.95 146.28 256350023 MIM-Sr Lien Reserve Fund-1 3137FPJF3 FHMS K-099 A1 189,155.84 - - - (1,103.25) (3.53) (31.91) 2,504.62 190,521.77 337.21 256350023 MIM-Sr Lien Reserve Fund-1 3136AEY84 FNR 2013-70 DG 50,573.66 - - - (4,225.77) (85.89) (31.17) (60.31) 46,170.52 65.75 256350023 MIM-Sr Lien Reserve Fund-1 3128MENS6 FH G15601 32,732.36 - - - (2,489.49) (109.45) (29.58) 131.63 30,235.46 60.31 256350023 MIM-Sr Lien Reserve Fund-1 3137AQQE1 FHR 4039 QB 45,870.00 - - - (3,493.36) (63.37) (28.03) (59.01) 42,226.24 51.85 256350023 MIM-Sr Lien Reserve Fund-1 3137AQQE1 FHR 4039 QB 45,870.00 - - - (3,493.36) (65.51) (27.92) (56.98) 42,226.24 51.85 256350023 MIM-Sr Lien Reserve Fund-1 3137B3NW4 FHMS K-031 A1 - 18,909.04 - - (1,137.53) (14.55) (26.68) 44.38 17,774.66 40.56 256350023 MIM-Sr Lien Reserve Fund-1 31418AM39 FN MA1277 45,807.59 - - - (4,126.14) (177.97) (25.43) 157.26 41,635.32 82.79 256350023 MIM-Sr Lien Reserve Fund-1 38377REV3 GNR 2010-158 HA 22,970.40 - (13,360.42) - (9,332.06) (119.89) (24.70) (133.32) 0.01 - 256350023 MIM-Sr Lien Reserve Fund-1 3137B4HD1 FHR 4247 AK 23,424.94 - (21,084.98) - (2,190.23) 651.60 (24.31) (777.02) - - 256350023 MIM-Sr Lien Reserve Fund-1 31418DQ47 FN MA4074 - 45,030.12 - - (2,220.30) (70.58) (22.56) 38.73 42,755.40 69.03 256350023 MIM-Sr Lien Reserve Fund-1 3138X0ZY7 FN AU1658 39,431.74 - - - (3,355.22) (160.44) (21.58) 151.35 36,045.85 71.67 256350023 MIM-Sr Lien Reserve Fund-1 36179MKL3 G2 MA0299 83,178.19 - - - (7,791.57) (311.77) (20.63) 679.65 75,733.87 151.86 256350023 MIM-Sr Lien Reserve Fund-1 36202F3H7 G2 005300 55,187.60 - - - (5,560.07) (262.09) (20.31) (224.71) 49,120.42 117.08 256350023 MIM-Sr Lien Reserve Fund-1 3136ADZA0 FNR 2013-27 KA 64,374.79 - - - (5,741.12) (69.57) (19.64) (81.04) 58,463.42 60.13 256350023 MIM-Sr Lien Reserve Fund-1 3132AEFK7 FH ZT1970 85,338.35 - - - (6,104.23) (537.37) (19.64) (123.18) 78,553.94 212.53 256350023 MIM-Sr Lien Reserve Fund-1 36202F2H8 G2 005276 72,433.12 - - - (8,368.43) (214.04) (19.04) (319.93) 63,511.68 151.38 256350023 MIM-Sr Lien Reserve Fund-1 36179MZV5 G2 MA0756 62,058.98 - - - (5,216.24) (211.45) (18.24) 139.78 56,752.82 113.36 256350023 MIM-Sr Lien Reserve Fund-1 9128286Q8 UNITED STATES TREASURY 180,010.80 - (80,004.63) (100,000.00) - 0.03 (15.41) 9.21 - - 256350023 MIM-Sr Lien Reserve Fund-1 36202FA30 G2 004526 24,291.37 - (22,614.11) - (1,136.42) 290.47 (13.62) (817.68) 0.01 - 256350023 MIM-Sr Lien Reserve Fund-1 3136ADZA0 FNR 2013-27 KA 48,924.85 - - - (4,363.25) (54.48) (13.55) (61.36) 44,432.20 45.70 256350023 MIM-Sr Lien Reserve Fund-1 38378HAU0 GNR 2012-096 AD 37,718.38 - - - (3,678.14) (65.90) (12.71) (45.69) 33,915.93 41.64 Page 17 of 43 31 Source Account Account Identifier Description Beginning Base Market Value Base Purchases Base Sales Base Maturities and Redemptions Base Paydowns Net Total Realized Gain/Loss Base Amortization/Accr etion Base Change In Net Unrealized Gain/Loss Ending Base Market Value Ending Accrued Income Balance 91 CIP STAMP Portfolio Transaction Report by Account Quarter ended June 30, 2021 256350023 MIM-Sr Lien Reserve Fund-1 3137AYSH5 FHR 4165 TE - 44,949.39 - - (2,050.75) (47.56) (12.17) (123.18) 42,715.72 61.08 256350023 MIM-Sr Lien Reserve Fund-1 38378XP62 GNR 2014-166 PL 141,192.18 - - - (7,048.86) (72.15) (10.81) 69.38 134,129.74 271.16 256350023 MIM-Sr Lien Reserve Fund-1 36179NKP2 G2 MA1202 70,256.59 - - - (5,805.03) (239.99) (9.93) 152.07 64,353.71 128.54 256350023 MIM-Sr Lien Reserve Fund-1 38379JM99 GNR 2015-045 AG - 17,768.56 - - (6,277.63) (4.96) (9.59) 33.38 11,509.75 23.90 256350023 MIM-Sr Lien Reserve Fund-1 38378HAU0 GNR 2012-096 AD 21,653.15 - - - (2,111.53) (33.95) (8.41) (29.00) 19,470.26 23.90 256350023 MIM-Sr Lien Reserve Fund-1 36179NKP2 G2 MA1202 - 28,447.15 - - (1,612.11) (66.95) (7.10) 53.05 26,814.04 53.56 256350023 MIM-Sr Lien Reserve Fund-1 3137FQ3Y7 FHMS K-101 A1 188,784.24 - - - (897.78) 0.01 (6.49) 2,398.44 190,278.41 328.26 256350023 MIM-Sr Lien Reserve Fund-1 3137F4D41 FHMS K-074 A2 5,633.50 - - - - - (5.71) 69.56 5,697.35 15.00 256350023 MIM-Sr Lien Reserve Fund-1 38378KW47 GNR 2013-138 A 12,479.37 - (11,312.81) - (1,155.13) 0.49 (5.28) (6.64) - - 256350023 MIM-Sr Lien Reserve Fund-1 38377JZ89 GNR 2010-117 GK 8,215.02 - (7,037.04) - (1,051.50) (74.47) (5.08) (46.93) (0.00) - 256350023 MIM-Sr Lien Reserve Fund-1 36178NB99 GN AB2764 24,984.58 - - - (2,286.16) (22.63) (4.80) (57.14) 22,613.85 45.23 256350023 MIM-Sr Lien Reserve Fund-1 38377JZ89 GNR 2010-117 GK 13,144.04 - (11,259.27) - (1,682.40) (8.85) (3.82) (189.70) - - 256350023 MIM-Sr Lien Reserve Fund-1 38378AU90 GNR 2011-158 CA 76,119.91 - - - (13,758.00) (241.80) (3.79) (183.75) 61,932.57 151.25 256350023 MIM-Sr Lien Reserve Fund-1 36179MU24 G2 MA0601 46,472.61 - - - (4,497.04) (183.17) (2.22) 136.70 41,926.88 84.54 256350023 MIM-Sr Lien Reserve Fund-1 3136A8SX9 FNR 2012-102 BJ 45,944.14 - - - (4,684.18) (88.06) (1.95) (91.79) 41,078.16 50.18 256350023 MIM-Sr Lien Reserve Fund-1 38377YTL4 GNR 2011-136 GA 18,093.32 - - - (2,946.22) (42.16) (1.91) (26.87) 15,076.16 24.82 256350023 MIM-Sr Lien Reserve Fund-1 38378TAF7 GNR 2013-071 GA 74,398.03 - - - (6,114.04) 4.56 (1.66) (342.65) 67,944.24 137.29 256350023 MIM-Sr Lien Reserve Fund-1 38379JM99 GNR 2015-045 AG - 12,201.39 (10,085.09) - (744.72) (9.00) (1.14) 3.96 1,365.40 2.84 256350023 MIM-Sr Lien Reserve Fund-1 38379JM99 GNR 2015-045 AG 11,261.11 - (7,668.67) - (3,498.65) (10.52) (0.84) (82.43) - - 256350023 MIM-Sr Lien Reserve Fund-1 36202F2H8 G2 005276 17,272.51 - - - (1,995.55) (0.79) (0.23) (130.85) 15,145.09 36.10 256350023 MIM-Sr Lien Reserve Fund-1 36179M4J6 G2 MA0825 31,942.65 - - - (2,912.48) (31.77) (0.20) (24.12) 28,974.09 57.88 256350023 MIM-Sr Lien Reserve Fund-1 3137ATRW4 FHMS K-020 A2 127,370.00 - - - (488.25) 0.77 (0.12) (554.02) 126,328.38 246.22 256350023 MIM-Sr Lien Reserve Fund-1 31846V401 FIRST AMER:GVT OBLG D 294,161.84 2,101,097.24 (1,915,897.03) - - - - - 479,362.05 - 256350023 MIM-Sr Lien Reserve Fund-1 CCYUSD Payable (258,514.62) - - - - - - - (452,609.14) - 256350023 MIM-Sr Lien Reserve Fund-1 3136AC7J4 FNA 2013-M6 2A 8,121.60 - - - (102.21) (0.00) - (19.87) 7,999.52 16.88 256350023 MIM-Sr Lien Reserve Fund-1 3134GXDT8 FEDERAL HOME LOAN MORTGAGE CORP 144,841.95 - - - - - - 116.00 144,957.95 52.16 256350023 MIM-Sr Lien Reserve Fund-1 3130ALJZ8 FEDERAL HOME LOAN BANKS 200,026.00 - - - (200,000.00) - - (26.00) - - 256350023 MIM-Sr Lien Reserve Fund-1 3138EJRP5 FN AL2293 36,395.34 - - - (36,393.52) (0.00) - (1.82) - - 256350023 MIM-Sr Lien Reserve Fund-1 912828J43 UNITED STATES TREASURY - 450,006.25 - - - - - (35.60) 449,970.65 2,602.89 256350023 MIM-Sr Lien Reserve Fund-1 36179NAJ7 G2 MA0909 32,467.96 - - - (2,998.15) (160.18) 0.72 (126.72) 29,183.62 69.54 256350023 MIM-Sr Lien Reserve Fund-1 38378KXW4 GNR 2013-105 A 58,529.32 - - - (1,561.12) 2.21 1.43 (4.56) 56,967.28 80.47 256350023 MIM-Sr Lien Reserve Fund-1 38378KWU9 GNR 2013-096 A 2,764.36 - - - (1,077.31) 4.11 1.78 (11.21) 1,681.73 1.96 256350023 MIM-Sr Lien Reserve Fund-1 3137B5A60 FHR 4257 EK 12,912.47 - - - (1,266.01) 10.54 2.14 (73.79) 11,585.35 23.34 256350023 MIM-Sr Lien Reserve Fund-1 3138EKXL4 FN AL3382 13,171.49 - - - (87.55) 0.74 2.80 (46.91) 13,040.57 24.82 256350023 MIM-Sr Lien Reserve Fund-1 38378HXH4 GNR 2012-119 KB 8,968.04 - (8,101.96) - (962.82) 394.05 3.42 (300.72) 0.01 - 256350023 MIM-Sr Lien Reserve Fund-1 3134GWTL0 FEDERAL HOME LOAN MORTGAGE CORP 290,116.00 - - - - - 3.58 (49.98) 290,069.60 224.75 256350023 MIM-Sr Lien Reserve Fund-1 3132AEF68 FH ZT1989 36,197.17 (840.23) - - (1,460.64) (125.48) 4.43 (145.12) 33,630.13 90.57 256350023 MIM-Sr Lien Reserve Fund-1 3132A8GL7 FH ZS7403 - 82,465.74 - - (1,806.31) (117.64) 6.47 (788.46) 79,759.81 189.12 256350023 MIM-Sr Lien Reserve Fund-1 91282CAP6 UNITED STATES TREASURY 44,847.00 - (44,885.74) - - 40.01 7.30 (8.57) - - 256350023 MIM-Sr Lien Reserve Fund-1 38378KWU9 GNR 2013-096 A 10,366.34 - - - (4,039.90) 18.30 8.19 (46.45) 6,306.48 7.34 256350023 MIM-Sr Lien Reserve Fund-1 38378CRT6 GNR 2012-013 EG 20,515.55 - (17,335.52) - (3,875.81) 1,420.07 8.73 (733.02) 0.01 - 256350023 MIM-Sr Lien Reserve Fund-1 3138EKXL4 FN AL3382 10,537.19 - - - (70.04) 0.81 10.08 (45.59) 10,432.45 19.85 256350023 MIM-Sr Lien Reserve Fund-1 3140J8ME0 FN BM3956 - 14,609.80 - - (365.08) (24.15) 11.63 (113.35) 14,118.85 33.38 256350023 MIM-Sr Lien Reserve Fund-1 3137AUPE3 FHMS K-021 A2 6,125.52 - - - (72.51) 0.64 11.65 (50.26) 6,015.04 11.84 256350023 MIM-Sr Lien Reserve Fund-1 3132AEF68 FH ZT1989 - 35,154.81 - - (1,460.64) (119.94) 12.16 43.74 33,630.13 90.57 256350023 MIM-Sr Lien Reserve Fund-1 38376TTT9 GNR 2010-006 AB 27,656.74 - - - (4,104.35) (93.92) 12.31 (95.44) 23,375.35 55.82 256350023 MIM-Sr Lien Reserve Fund-1 38377RVK8 GNR 2010-166 GP 10,195.23 - - - (928.37) 8.65 12.39 (66.38) 9,221.53 22.54 256350023 MIM-Sr Lien Reserve Fund-1 36179RFD6 G2 MA2864 19,454.31 - - - (1,732.66) (89.72) 14.37 (42.09) 17,604.21 41.82 256350023 MIM-Sr Lien Reserve Fund-1 38378JZD7 GNR 2013-047 EC 25,046.84 - - - (2,700.07) 24.54 14.65 (82.24) 22,303.72 27.54 256350023 MIM-Sr Lien Reserve Fund-1 36179NHK7 G2 MA1134 151,367.53 - - - (13,968.59) (569.16) 16.20 (781.36) 136,064.62 324.23 256350023 MIM-Sr Lien Reserve Fund-1 3138WEMJ5 FN AS4860 - 25,164.27 - - (442.22) (23.05) 16.50 (5.80) 24,709.71 48.96 256350023 MIM-Sr Lien Reserve Fund-1 38377JM59 GNR 2010-111 PE 23,214.23 - (17,378.06) - (8,068.51) 2,716.40 17.03 (501.09) - - 256350023 MIM-Sr Lien Reserve Fund-1 3138ENQD4 FN AL5851 - 28,509.44 - - (832.62) (60.78) 17.26 367.70 28,001.00 75.15 256350023 MIM-Sr Lien Reserve Fund-1 36179RHM4 G2 MA2936 77,523.83 - - - (6,459.94) (377.91) 19.53 258.62 70,964.13 192.96 256350023 MIM-Sr Lien Reserve Fund-1 3137FWHY9 FHMR 2020-P003 A1 184,467.84 - - - (2,874.42) 13.73 19.90 2,560.27 184,187.32 131.88 256350023 MIM-Sr Lien Reserve Fund-1 3134GWND4 FEDERAL HOME LOAN MORTGAGE CORP 296,103.00 - - - - - 20.94 2,616.06 298,740.00 695.00 256350023 MIM-Sr Lien Reserve Fund-1 3136A72D3 FNA 2012-M9 A2 132,591.76 - - - (47,301.30) 268.16 25.27 (1,153.36) 84,430.52 172.88 256350023 MIM-Sr Lien Reserve Fund-1 3622A2GC0 GN 783795 - 54,621.28 - - (2,030.70) (79.97) 28.57 132.78 52,671.95 105.35 256350023 MIM-Sr Lien Reserve Fund-1 3136AC7J4 FNA 2013-M6 2A 36,547.16 - - - (459.93) 2.82 28.62 (120.87) 35,997.80 75.94 256350023 MIM-Sr Lien Reserve Fund-1 38378B6A2 GNR 2013-012 AB 98,542.53 - - - (635.70) 8.70 28.98 (174.17) 97,770.33 146.87 256350023 MIM-Sr Lien Reserve Fund-1 31417YKF3 FN MA0293 47,323.64 - - - (3,440.83) (110.77) 29.07 (733.49) 43,067.62 148.80 256350023 MIM-Sr Lien Reserve Fund-1 38378KWU9 GNR 2013-096 A 6,910.89 - - - (2,693.27) 76.84 36.66 (126.81) 4,204.32 4.89 256350023 MIM-Sr Lien Reserve Fund-1 3136ADFF1 FNR 2013-36 KC 46,923.46 - - - (10,908.45) 92.64 41.28 (245.02) 35,903.91 44.63 256350023 MIM-Sr Lien Reserve Fund-1 38378KWU9 GNR 2013-096 A 10,366.34 - - - (4,039.90) 98.37 47.77 (166.10) 6,306.48 7.34 256350023 MIM-Sr Lien Reserve Fund-1 91282CAP6 UNITED STATES TREASURY 373,725.00 - (374,047.85) - - 424.34 54.38 (155.88) - - 256350023 MIM-Sr Lien Reserve Fund-1 3140J6FU6 FN BM1978 96,027.31 - - - (7,280.63) (484.54) 59.53 (751.97) 87,569.70 205.38 256350023 MIM-Sr Lien Reserve Fund-1 3620ARZE4 GN 737941 80,359.03 - - - (10,822.36) (481.46) 60.24 (517.09) 68,598.37 163.23 256350023 MIM-Sr Lien Reserve Fund-1 31417YKF3 FN MA0293 45,019.33 - - - (3,273.28) (115.99) 66.14 (725.65) 40,970.54 141.55 256350023 MIM-Sr Lien Reserve Fund-1 91282CAE1 UNITED STATES TREASURY 81,492.30 - - - - - 70.85 2,284.45 83,847.60 211.33 256350023 MIM-Sr Lien Reserve Fund-1 3128MMUL5 FH G18586 112,203.49 - - - (9,769.49) (473.27) 92.87 194.27 102,247.89 203.44 256350023 MIM-Sr Lien Reserve Fund-1 38378VC45 GNR 2013-116 MA 81,215.06 - - - (6,989.01) 169.69 94.79 (619.38) 73,871.15 134.65 256350023 MIM-Sr Lien Reserve Fund-1 3140X7LS6 FN FM3936 - 136,161.77 - - (2,515.45) (128.04) 108.82 (226.18) 133,400.92 264.96 256350023 MIM-Sr Lien Reserve Fund-1 3140X4H90 FN FM1155 157,424.75 - - - (14,066.37) (783.38) 123.25 741.01 143,439.26 285.93 256350023 MIM-Sr Lien Reserve Fund-1 912828ZF0 UNITED STATES TREASURY 362,518.00 - - - - - 127.78 543.82 363,189.60 458.74 256350023 MIM-Sr Lien Reserve Fund-1 91282CAM3 UNITED STATES TREASURY 414,341.00 - - - - - 131.73 1,581.02 416,053.75 267.08 256350023 MIM-Sr Lien Reserve Fund-1 3132A85Y1 FH ZS8063 214,748.98 - - - (17,464.93) (943.37) 137.46 1,381.38 197,859.52 393.64 256350023 MIM-Sr Lien Reserve Fund-1 38378B7F0 GNR 2013-033 B 205,230.00 - - - - - 155.82 (561.82) 204,824.00 378.83 256350023 MIM-Sr Lien Reserve Fund-1 36179TF83 G2 MA4691 80,583.79 - - - (8,111.11) (551.88) 158.48 162.64 72,241.92 196.45 256350023 MIM-Sr Lien Reserve Fund-1 38378FRB8 GNR 2013-005 JE 141,530.17 - - - (10,926.14) 162.94 176.35 (810.02) 130,133.30 211.96 256350023 MIM-Sr Lien Reserve Fund-1 912828XB1 UNITED STATES TREASURY 158,724.00 - - - - - 185.21 (524.21) 158,385.00 407.10 256350023 MIM-Sr Lien Reserve Fund-1 38379KDN5 GNR 2015-029 AD 64,514.72 - - - (9,821.50) (9.21) 214.13 (87.38) 54,810.76 104.57 256350023 MIM-Sr Lien Reserve Fund-1 3137ATRW4 FHMS K-020 A2 160,088.81 - - - (613.67) 4.25 235.71 (935.49) 158,779.61 309.47 256350023 MIM-Sr Lien Reserve Fund-1 3137FMD66 FHMS K-J24 A1 85,680.55 - - - (8,406.63) (474.03) 239.08 337.93 77,376.90 141.43 256350023 MIM-Sr Lien Reserve Fund-1 3132A9T64 FH ZS8673 147,513.57 - - - (17,581.30) (1,037.78) 404.84 (317.93) 128,981.40 305.29 256350023 MIM-Sr Lien Reserve Fund-1 38378B7F0 GNR 2013-033 B 256,537.50 - - - - - 463.00 (970.50) 256,030.00 473.54 256350023 MIM-Sr Lien Reserve Fund-1 38378KRS0 GNR 2013-078 AG 455,359.50 - - - - - 1,995.60 (2,625.60) 454,729.50 895.72 256350023 MIM-Sr Lien Reserve Fund-1 9128285W6 UNITED STATES TREASURY 148,315.18 - - - - - 2,417.60 2,186.34 152,919.12 533.51 Page 18 of 43 32 Source Account Account Identifier Description Beginning Base Market Value Base Purchases Base Sales Base Maturities and Redemptions Base Paydowns Net Total Realized Gain/Loss Base Amortization/Accr etion Base Change In Net Unrealized Gain/Loss Ending Base Market Value Ending Accrued Income Balance 91 CIP STAMP Portfolio Transaction Report by Account Quarter ended June 30, 2021 17,802,657.48 4,192,956.68 (2,638,222.68) (100,000.00) (1,157,936.91) (16,666.90) (8,941.55) (1,273.26) 17,878,478.35 38,566.35 Page 19 of 43 33 *Negative cash reflects securities in transit at month end 91 CIP STAMP Portfolio Summary of Investments for quarter ended June 30, 2021 Credit Rating Industry Group Asset Class Security Type Market Sector ATTACHMENT 5 34 *Negative cash reflects securities in transit at month end 91 CIP STAMP Portfolio Series A & Series B Reserve Fund Summary of Investments for quarter ended June 30, 2021 Credit Rating Industry Group Asset Class Security Type Market Sector ATTACHMENT 6 35 *Negative cash reflects securities in transit at month end 91 CIP STAMP Portfolio Residual Fund Required Retained Balance Summary of Investments for quarter ended June 30, 2021 Credit Rating Industry Group Asset Class Security Type Market Sector ATTACHMENT 7 36 *Negative cash reflects securities in transit at month end 91 CIP STAMP Portfolio TIFIA Reserve Fund Summary of Investments for quarter ended June 30, 2021 Credit Rating Industry Group Asset Class Security Type Market Sector ATTACHMENT 8 37 Source Account Account Identifier Security Type Category Issuer Final Maturity Trade Date Current Face Value Original Cost Next Call Date Base Market Value Base Net Total Unrealized Gain/Loss Coupon Yield Summarized Credit Rating 240907004 MIM-RCTC Toll Revenue: - I-15 3134GV6H6 Agency Federal Home Loan Mortgage Corporation 10/20/2022 07/20/2020 500,000.00 499,850.00 07/20/2021 500,000.00 87.00 0.320 0.320 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 3134GWEH5 Agency Federal Home Loan Mortgage Corporation 07/27/2022 07/27/2020 750,000.00 749,850.00 07/27/2021 750,052.50 133.10 0.280 0.186 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 3134GXJF2 Agency Federal Home Loan Mortgage Corporation 12/30/2022 12/15/2020 405,000.00 404,989.88 09/30/2021 404,388.45 (603.97) 0.200 0.301 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137EADB2 Agency Federal Home Loan Mortgage Corporation 01/13/2022 09/30/2019 400,000.00 406,425.20 ---404,896.00 3,373.26 2.375 0.091 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3134GV6H6 Agency Federal Home Loan Mortgage Corporation 10/20/2022 07/22/2020 125,000.00 124,987.50 07/20/2021 125,000.00 7.26 0.320 0.320 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3134GWY42 Agency Federal Home Loan Mortgage Corporation 10/13/2023 10/07/2020 100,000.00 99,950.00 10/13/2021 99,873.00 (88.89) 0.300 0.356 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3136G46A6 Agency Federal National Mortgage Association 10/27/2023 10/20/2020 130,000.00 129,967.50 10/27/2021 129,911.60 (63.22) 0.300 0.329 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3134GW6E1 Agency Federal Home Loan Mortgage Corporation 11/02/2023 02/23/2021 400,000.00 400,536.00 11/02/2021 399,816.00 (446.23) 0.320 0.340 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3134GXDT8 Agency Federal Home Loan Mortgage Corporation 11/24/2023 ---135,000.00 135,035.00 08/24/2021 134,960.85 (39.15) 0.350 0.362 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 31394KJP0 Agency CMO Federal Home Loan Mortgage Corporation 10/15/2023 02/18/2021 36,140.42 37,535.22 ---37,371.00 (69.03) 4.500 0.644 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137A6Z47 Agency CMO Federal Home Loan Mortgage Corporation 01/15/2041 08/31/2020 0.02 0.02 ---0.02 0.00 4.500 0.840 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137AH6C7 Agency CMO Federal Home Loan Mortgage Corporation 07/25/2021 11/29/2018 25,755.05 25,801.33 ---25,751.18 (3.86) 3.230 0.345 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 38376V2E6 Agency CMO Government National Mortgage Association 07/16/2039 08/06/2019 13,351.59 13,894.00 ---14,144.41 394.43 4.000 0.344 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137AJMF8 Agency CMO Federal Home Loan Mortgage Corporation 10/25/2021 11/29/2018 49,859.31 49,693.76 ---50,020.36 265.08 2.968 0.370 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 38375XCM4 Agency CMO Government National Mortgage Association 11/16/2037 05/14/2019 7,997.81 8,224.31 ---8,141.77 80.43 5.000 0.257 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 383742C76 Agency CMO Government National Mortgage Association 08/16/2037 01/31/2018 0.00 0.00 ---- (0.00) 4.000 0.050 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137ATRW4 Agency CMO Federal Home Loan Mortgage Corporation 05/25/2022 09/26/2018 99,609.40 96,858.47 ---101,062.70 2,191.67 2.373 0.219 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3136A72D3 Agency CMO Federal National Mortgage Association 04/25/2022 07/26/2019 5,290.27 5,321.23 ---5,343.70 44.71 2.482 0.327 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137AYCE9 Agency CMO Federal Home Loan Mortgage Corporation 10/25/2022 08/13/2019 100,000.00 102,164.06 ---102,739.00 1,980.15 2.682 0.281 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 31392J6N4 Agency CMO Federal National Mortgage Association 04/25/2023 12/05/2017 118,153.06 128,536.45 ---121,867.79 2.22 5.500 0.729 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137B6DF5 Agency CMO Federal Home Loan Mortgage Corporation 11/15/2026 03/05/2021 70,377.42 71,905.94 ---71,713.19 (88.34) 2.000 0.360 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137B84S3 Agency CMO Federal Home Loan Mortgage Corporation 02/15/2029 01/31/2018 40,779.21 40,269.47 ---41,512.01 1,035.78 2.000 0.371 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 38378JZD7 Agency CMO Government National Mortgage Association 12/20/2040 10/16/2019 9,640.36 9,519.86 ---9,757.88 201.00 1.500 0.435 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 38377QKH9 Agency CMO Government National Mortgage Association 08/20/2040 08/20/2019 8,512.52 8,667.14 ---8,731.46 124.81 3.000 0.262 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3136A7D25 Agency CMO Federal National Mortgage Association 07/25/2041 02/12/2021 37,946.85 38,385.61 ---39,003.67 642.54 3.000 -0.063 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137BLW87 Agency CMO Federal Home Loan Mortgage Corporation 01/25/2025 02/25/2021 194,431.03 206,389.50 ---202,655.46 (2,623.69) 2.802 0.371 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137B2Z78 Agency CMO Federal Home Loan Mortgage Corporation 07/15/2023 02/18/2021 42,381.30 42,584.93 ---42,535.99 (13.45) 1.400 0.591 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 38378HAU0 Agency CMO Government National Mortgage Association 08/20/2027 ---48,113.52 48,902.89 ---48,989.67 85.65 1.500 0.508 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 38377LFC7 Agency CMO Government National Mortgage Association 12/20/2039 02/12/2021 14,778.24 14,932.96 ---14,925.73 22.21 2.500 -0.039 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3136AQZK9 Agency CMO Federal National Mortgage Association 11/25/2031 03/11/2021 63,491.02 65,527.20 ---65,412.26 (82.77) 2.000 0.776 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137B45W2 Agency CMO Federal Home Loan Mortgage Corporation 09/15/2030 12/30/2020 44,134.34 44,575.69 ---44,585.84 177.03 2.750 -0.774 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137ARVU7 Agency CMO Federal Home Loan Mortgage Corporation 08/15/2038 06/30/2020 1,210.70 1,227.54 ---1,210.65 (0.05) 3.000 0.295 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3136A8SX9 Agency CMO Federal National Mortgage Association 09/25/2027 02/04/2021 19,016.70 19,388.13 ---19,458.08 79.98 1.500 0.367 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 38378VC45 Agency CMO Government National Mortgage Association 12/16/2041 11/23/2018 32,191.40 31,029.49 ---33,114.65 1,677.30 2.250 0.388 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 38377JM59 Agency CMO Government National Mortgage Association 10/20/2039 11/21/2018 0.01 0.01 ---0.01 0.00 2.500 -0.521 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137AWWM3 Agency CMO Federal Home Loan Mortgage Corporation 12/15/2027 02/17/2021 21,564.94 21,841.26 ---21,913.00 78.25 1.250 0.384 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 38379JM99 Agency CMO Government National Mortgage Association 02/16/2041 04/08/2021 9,531.31 9,540.24 ---9,560.76 27.85 2.500 -1.053 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137AYSH5 Agency CMO Federal Home Loan Mortgage Corporation 12/15/2042 04/08/2021 38,960.62 39,861.60 ---39,735.55 (114.60) 1.750 1.027 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137B9RN7 Agency CMO Federal Home Loan Mortgage Corporation 12/15/2027 02/05/2021 17,748.20 18,150.31 ---18,276.39 169.60 2.500 -0.419 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3133Q5GZ3 Agency CMO Federal Home Loan Mortgage Corporation 09/25/2033 01/05/2021 67,375.52 68,312.47 ---67,967.08 (316.05) 1.000 0.496 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137AQQE1 Agency CMO Federal Home Loan Mortgage Corporation 05/15/2027 ---39,298.39 40,035.24 ---40,003.79 (2.29) 1.500 0.615 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3136ABNZ2 Agency CMO Federal National Mortgage Association 11/25/2042 02/05/2021 22,397.98 22,845.94 ---23,011.91 184.88 2.000 0.263 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3136AEY84 Agency CMO Federal National Mortgage Association 07/25/2028 02/05/2021 21,355.16 21,802.28 ---21,870.25 91.85 1.750 0.423 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3136ADZA0 Agency CMO Federal National Mortgage Association 04/25/2028 ---48,491.49 49,095.48 ---49,109.27 31.55 1.250 0.566 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 31416BTW8 Agency MBS Federal National Mortgage Association 01/01/2024 09/03/2019 134,469.09 140,268.08 ---139,332.84 1,498.45 5.500 0.590 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 3137B36H6 Agency MBS Federal Home Loan Mortgage Corporation 10/25/2022 ---60,202.16 61,233.86 ---60,703.04 (0.07) 2.839 0.160 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 3137B7YX1 Agency MBS Federal Home Loan Mortgage Corporation 04/25/2023 ---342,078.71 349,717.96 ---348,954.49 2,221.83 2.592 0.077 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 3137BC2N7 Agency MBS Federal Home Loan Mortgage Corporation 02/25/2023 04/27/2021 137,308.51 138,896.14 ---138,714.55 104.93 2.364 0.921 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 3137BFDQ1 Agency MBS Federal Home Loan Mortgage Corporation 09/25/2021 08/19/2020 88,662.62 90,186.76 ---88,817.78 33.30 2.991 -0.304 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 3137FQXG3 Agency MBS Federal Home Loan Mortgage Corporation 07/25/2024 01/16/2020 635,118.46 635,118.46 ---636,153.70 1,035.24 0.432 0.220 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 36202F2H8 Agency MBS Government National Mortgage Association 01/20/2027 12/12/2019 18,631.53 19,091.50 ---19,542.05 494.08 3.000 0.621 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 36178NB99 Agency MBS Government National Mortgage Association 08/15/2027 10/11/2019 21,708.18 21,949.01 ---22,613.85 693.23 2.500 0.543 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3136AC7J4 Agency MBS Federal National Mortgage Association 03/25/2023 02/21/2018 29,084.05 28,605.76 ---29,998.16 1,073.11 2.611 0.632 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 31418AU48 Agency MBS Federal National Mortgage Association 07/01/2023 05/21/2019 - - ---(0.00) (0.00) 2.500 0.103 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137B1U75 Agency MBS Federal Home Loan Mortgage Corporation 01/25/2023 02/27/2018 96,982.96 95,338.80 ---98,960.44 2,537.22 2.522 0.384 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 38378KWU9 Agency MBS Government National Mortgage Association 11/16/2041 05/03/2019 4,194.75 3,935.20 ---4,204.32 94.22 1.400 0.765 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137B3NW4 Agency MBS Federal Home Loan Mortgage Corporation 09/25/2022 09/26/2018 35,041.57 34,740.43 ---35,549.32 652.56 2.778 0.221 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 36202F3H7 Agency MBS Government National Mortgage Association 02/20/2027 06/30/2020 20,713.45 21,723.24 ---21,726.34 32.53 3.000 0.619 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3138X0ZY7 Agency MBS Federal National Mortgage Association 07/01/2028 08/31/2020 91,742.47 96,401.27 ---96,122.25 6.43 2.500 0.458 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137B7YY9 Agency MBS Federal Home Loan Mortgage Corporation 01/25/2024 02/26/2021 209,000.00 225,556.72 ---223,143.03 (358.61) 3.490 0.529 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 36176XQB8 Agency MBS Government National Mortgage Association 05/15/2027 ---164,337.87 171,880.33 ---172,702.66 1,018.56 3.000 0.553 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137AXHN6 Agency MBS Federal Home Loan Mortgage Corporation 02/25/2022 01/25/2018 7,634.49 7,529.51 ---7,647.08 32.77 1.749 0.239 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137BDCW4 Agency MBS Federal Home Loan Mortgage Corporation 07/25/2024 02/26/2021 175,000.00 189,916.02 ---187,943.00 (432.47) 3.303 0.655 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3136AMM48 Agency MBS Federal National Mortgage Association 07/25/2022 09/26/2018 51,760.61 50,987.07 ---52,141.57 592.38 2.509 0.614 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137BJQ71 Agency MBS Federal Home Loan Mortgage Corporation 05/25/2025 ---150,000.00 161,201.17 ---160,854.00 (220.25) 2.770 0.836 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 36179M4J6 Agency MBS Government National Mortgage Association 03/20/2028 11/20/2019 18,520.24 18,743.07 ---19,316.06 591.68 2.500 0.673 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 36179NKP2 Agency MBS Government National Mortgage Association 08/20/2028 04/14/2021 24,679.75 25,697.80 ---25,741.48 50.92 2.500 0.755 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3128MMT52 Agency MBS Federal Home Loan Mortgage Corporation 10/01/2030 02/24/2021 217,005.53 227,313.31 ---227,304.61 230.55 2.500 0.857 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 31307NP40 Agency MBS Federal Home Loan Mortgage Corporation 07/01/2030 02/05/2021 81,741.23 87,718.56 ---86,525.54 (963.34) 3.000 0.943 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3128MMUL5 Agency MBS Federal Home Loan Mortgage Corporation 02/01/2031 01/19/2021 17,902.42 18,847.89 ---18,745.45 (143.16) 2.500 0.900 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137B1UF7 Agency MBS Federal Home Loan Mortgage Corporation 09/25/2022 01/25/2018 11,728.29 11,556.03 ---11,814.85 141.62 1.785 0.211 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 36179Q2A8 Agency MBS Government National Mortgage Association 02/20/2030 04/30/2020 73,789.03 78,031.90 ---77,853.33 (417.48) 3.000 1.092 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137BQBY2 Agency MBS Federal Home Loan Mortgage Corporation 03/25/2022 08/16/2019 34,212.87 34,433.38 ---34,552.60 303.72 2.183 0.351 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 36179NAJ7 Agency MBS Government National Mortgage Association 04/20/2028 06/30/2020 12,029.30 12,696.55 ---12,619.94 (58.78) 3.000 0.950 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3138EJPZ5 Agency MBS Federal National Mortgage Association 07/01/2022 07/22/2019 18,509.59 18,847.25 ---18,712.27 77.60 2.996 1.171 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 31418CDH4 Agency MBS Federal National Mortgage Association 10/01/2031 05/06/2021 43,224.56 45,304.74 ---45,291.99 (9.12) 2.500 0.941 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3138ETQP4 Agency MBS Federal National Mortgage Association 06/01/2031 02/11/2021 37,815.91 41,006.64 ---41,101.73 233.20 3.500 0.025 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3620ARB67 Agency MBS Government National Mortgage Association 05/15/2025 05/23/2018 11,549.74 11,824.05 ---12,254.62 549.88 4.000 -0.419 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 31418CQM9 Agency MBS Federal National Mortgage Association 10/01/2027 08/31/2020 0.01 0.01 ---0.01 (0.00) 3.000 0.494 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3136A96F0 Agency MBS Federal National Mortgage Association 11/25/2022 02/27/2018 38,415.78 37,234.80 ---39,063.08 950.84 2.184 0.268 AAA 2017 Financing STAMP Portfolio by Investment Category for quarter ended June 30, 2021 Page 24 of 43 ATTACHMENT 9 38 Source Account Account Identifier Security Type Category Issuer Final Maturity Trade Date Current Face Value Original Cost Next Call Date Base Market Value Base Net Total Unrealized Gain/Loss Coupon Yield Summarized Credit Rating 2017 Financing STAMP Portfolio by Investment Category for quarter ended June 30, 2021 240907020 RCTC I-15 Prj RAMP UP RESERVE 3128MENS6 Agency MBS Federal Home Loan Mortgage Corporation 01/01/2029 10/01/2020 14,473.38 15,147.30 ---15,117.74 16.79 2.500 0.541 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3138EQRJ3 Agency MBS Federal National Mortgage Association 11/01/2030 02/24/2021 199,130.00 214,064.75 ---215,273.47 1,547.26 3.500 0.083 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3140J83R2 Agency MBS Federal National Mortgage Association 10/01/2028 02/26/2021 207,792.35 217,207.94 ---218,157.03 1,129.58 2.500 0.315 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3132A9QE0 Agency MBS Federal Home Loan Mortgage Corporation 02/01/2030 04/29/2020 85,616.70 89,683.49 ---89,702.33 (135.59) 2.500 0.745 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3132A9SM0 Agency MBS Federal Home Loan Mortgage Corporation 10/01/2031 04/29/2020 52,535.21 55,014.21 ---55,046.92 (106.29) 2.500 0.943 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137BFE80 Agency MBS Federal Home Loan Mortgage Corporation 08/25/2024 07/15/2020 77,131.98 80,542.66 ---79,841.62 145.25 2.720 0.406 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3140X4H90 Agency MBS Federal National Mortgage Association 06/01/2032 ---202,436.93 213,078.99 ---211,572.91 (1,422.70) 2.500 0.969 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3131X83H7 Agency MBS Federal Home Loan Mortgage Corporation 04/01/2028 02/26/2021 195,902.86 204,534.83 ---205,267.02 898.47 2.500 0.399 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3140X4TL0 Agency MBS Federal National Mortgage Association 09/01/2028 02/25/2021 68,676.32 71,863.32 ---71,740.65 (50.90) 2.500 0.452 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 31307NTZ7 Agency MBS Federal Home Loan Mortgage Corporation 11/01/2028 01/13/2021 71,167.05 74,603.08 ---74,524.00 52.13 2.500 0.451 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3132A8GL7 Agency MBS Federal Home Loan Mortgage Corporation 05/01/2031 05/11/2021 66,192.91 70,474.77 ---69,789.83 (689.91) 3.000 1.151 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 36179NHK7 Agency MBS Government National Mortgage Association 07/20/2028 03/31/2020 86,461.05 90,189.68 ---90,709.75 681.46 3.000 1.005 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3622A2GC0 Agency MBS Government National Mortgage Association 03/15/2028 04/30/2020 52,939.21 55,073.32 ---55,140.95 232.69 2.500 0.549 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 36179RFD6 Agency MBS Government National Mortgage Association 06/20/2030 05/01/2020 16,728.79 17,554.77 ---17,604.21 (10.50) 3.000 1.218 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 31418DQ47 Agency MBS Federal National Mortgage Association 07/01/2035 02/24/2021 207,094.08 214,568.88 ---213,777.01 (486.35) 2.000 1.101 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 31418DSA1 Agency MBS Federal National Mortgage Association 08/01/2035 08/31/2020 92,678.93 98,007.97 ---98,243.37 77.76 3.000 1.071 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3140J8ME0 Agency MBS Federal National Mortgage Association 12/01/2032 12/30/2020 26,706.10 28,492.06 ---28,237.69 (255.81) 3.000 1.148 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3132AEFC5 Agency MBS Federal Home Loan Mortgage Corporation 11/01/2030 ---87,464.26 94,046.40 ---93,697.84 (128.94) 3.500 0.424 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3140X7LS6 Agency MBS Federal National Mortgage Association 08/01/2035 05/25/2021 115,258.45 121,003.36 ---120,894.58 (204.98) 2.500 0.876 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 31418DVU3 Agency MBS Federal National Mortgage Association 01/01/2031 02/26/2021 230,902.11 239,560.95 ---238,916.73 (267.03) 2.000 0.879 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3132AEF68 Agency MBS Federal Home Loan Mortgage Corporation 01/01/2033 05/12/2021 43,473.45 47,277.39 ---47,082.19 (236.43) 3.500 0.511 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 31418DXH0 Agency MBS Federal National Mortgage Association 02/01/2036 02/24/2021 241,636.93 250,547.29 ---249,434.55 (700.66) 2.000 1.226 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3140X9VK8 Agency MBS Federal National Mortgage Association 02/01/2035 02/10/2021 90,895.65 97,457.18 ---95,610.40 (1,811.16) 3.000 1.209 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3138WEMJ5 Agency MBS Federal National Mortgage Association 05/01/2030 02/26/2021 214,309.17 224,756.74 ---225,352.52 712.19 2.500 0.648 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 38013FAD3 Asset Backed GM Financial Consumer Automobile Receivables Trust 2018-4 10/16/2023 07/24/2019 135,030.45 137,504.25 ---136,644.06 805.96 3.210 1.094 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 65474VAQ4 Asset Backed Nissan Master Owner Trust Receivables 02/15/2024 05/19/2021 620,000.00 622,494.53 ---622,064.60 (51.29) 0.633 0.149 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 34528DAD5 Asset Backed Ford Credit Auto Lease Trust 2019-B 10/15/2022 04/19/2021 205,002.75 206,091.83 ---205,658.76 3.79 2.220 0.132 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 26209AAE1 Asset Backed Drive Auto Receivables Trust 2019-4 01/16/2024 09/09/2019 176,390.32 176,366.30 ---176,919.49 532.02 2.230 0.741 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 233854AC2 Asset Backed Daimler Trucks Retail Trust, 2020-1 09/15/2023 04/20/2021 170,000.00 171,168.75 ---171,181.50 267.06 1.220 0.137 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 34528GAJ5 Asset Backed Ford Credit Auto Owner Trust 2020-A 10/15/2022 05/07/2020 97,493.70 97,463.85 ---97,587.30 98.61 1.870 0.218 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 12597PAB4 Asset Backed Cnh Equipment Trust 2020-A 07/17/2023 05/19/2020 34,483.22 34,481.34 ---34,541.84 59.23 1.080 0.444 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 14687AAM0 Asset Backed Carvana Auto Receivables Trust, Series 2020-P1 11/08/2023 ---448,158.73 448,153.41 ---448,311.11 151.77 0.280 0.205 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 60710AWB4 CD Mizuho Bank Ltd., New York Branch 08/13/2021 01/25/2021 1,500,000.00 1,500,124.74 ---1,500,225.00 198.18 0.220 0.097 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 51501HAK5 CD Landesbank Baden-Württemberg, New York Branch 10/25/2021 02/01/2021 1,000,000.00 1,000,000.00 ---1,000,330.00 330.00 0.240 0.138 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 83050PRZ4 CD Skandinaviska Enskilda Banken AB (publ)08/17/2021 02/22/2021 700,000.00 699,999.99 ---700,091.00 91.00 0.170 0.072 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 60683BS53 CD Mitsubishi UFJ Trust and Banking Corp. (New York Branch)08/06/2021 05/18/2021 1,000,000.00 1,000,133.12 ---1,000,110.00 50.10 0.200 0.093 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 927804FJ8 Corporate Virginia Electric and Power Company 09/01/2022 01/25/2021 750,000.00 781,477.50 06/01/2022 770,842.50 (676.26) 3.450 0.419 A 240907004 MIM-RCTC Toll Revenue: - I-15 46625HJD3 Corporate JPMorgan Chase & Co.01/24/2022 10/13/2020 1,000,000.00 1,053,810.00 ---1,024,040.00 233.73 4.500 0.252 A 240907004 MIM-RCTC Toll Revenue: - I-15 38141GGS7 Corporate The Goldman Sachs Group, Inc.01/24/2022 10/09/2020 900,000.00 961,074.00 ---927,837.00 861.22 5.750 0.283 A 240907004 MIM-RCTC Toll Revenue: - I-15 06051GFZ7 Corporate Bank of America Corporation 10/21/2022 10/09/2020 920,000.00 940,037.60 10/21/2021 926,164.00 143.48 2.503 0.326 A 240907004 MIM-RCTC Toll Revenue: - I-15 14040HBM6 Corporate Capital One Financial Corporation 03/09/2022 06/04/2021 450,000.00 452,758.50 02/09/2022 452,326.50 (174.09) 1.073 0.267 BBB 240907004 MIM-RCTC Toll Revenue: - I-15 172967LQ2 Corporate Citigroup Inc.10/27/2022 12/30/2020 750,000.00 780,862.50 09/27/2022 771,802.50 (311.99) 2.700 0.352 A 240907004 MIM-RCTC Toll Revenue: - I-15 025816CD9 Corporate American Express Company 05/20/2022 12/30/2020 423,000.00 436,349.88 04/19/2022 431,345.79 73.84 2.750 0.288 A 240907004 MIM-RCTC Toll Revenue: - I-15 69353RFU7 Corporate PNC Bank, National Association 02/24/2023 02/20/2020 535,000.00 535,000.00 02/24/2022 536,000.45 1,000.45 0.475 0.195 A 240907004 MIM-RCTC Toll Revenue: - I-15 14913R2E6 Corporate Caterpillar Financial Services Corporation 01/06/2022 07/06/2020 500,000.00 500,000.00 ---500,575.00 575.00 0.414 0.151 A 240907004 MIM-RCTC Toll Revenue: - I-15 45866FAR5 Corporate Intercontinental Exchange, Inc.06/15/2023 04/27/2021 900,000.00 901,242.00 08/20/2021 900,495.00 (54.80) 0.769 0.380 A 240907004 MIM-RCTC Toll Revenue: - I-15 22550UAB7 Corporate Credit Suisse AG, New York Branch 02/02/2024 01/26/2021 410,000.00 410,000.00 ---409,983.60 (16.40) 0.408 0.441 AA 240907004 MIM-RCTC Toll Revenue: - I-15 63902HAD1 Corporate The Nature Conservancy 07/01/2021 01/27/2021 75,000.00 75,000.00 ---75,000.00 - 0.317 0.317 AA 240907004 MIM-RCTC Toll Revenue: - I-15 15189WAM2 Corporate CenterPoint Energy Resources Corp.03/02/2023 02/26/2021 485,000.00 484,529.55 09/02/2021 485,048.50 442.04 0.700 0.640 A 240907004 MIM-RCTC Toll Revenue: - I-15 24422EVM8 Corporate John Deere Capital Corporation 01/17/2023 03/01/2021 625,000.00 624,781.25 ---624,818.75 (0.46) 0.250 0.269 A 240907004 MIM-RCTC Toll Revenue: - I-15 46647PCA2 Corporate JPMORGAN CHASE & CO 03/16/2024 03/09/2021 340,000.00 340,000.00 03/16/2023 342,077.40 2,077.40 0.622 0.280 A 240907004 MIM-RCTC Toll Revenue: - I-15 92343VGD0 Corporate Verizon Communications Inc.03/22/2024 03/11/2021 340,000.00 340,000.00 ---342,556.80 2,556.80 0.550 0.277 BBB 240907004 MIM-RCTC Toll Revenue: - I-15 65339KBV1 Corporate NEXTERA ENERGY CAPITAL HOLDINGS IN 03/01/2023 03/15/2021 225,000.00 225,000.00 ---226,127.25 1,127.25 0.565 0.294 BBB 240907004 MIM-RCTC Toll Revenue: - I-15 842400HC0 Corporate Southern California Edison Company 04/01/2024 03/24/2021 220,000.00 220,000.00 04/01/2023 220,864.60 864.60 0.845 0.658 A 240907004 MIM-RCTC Toll Revenue: - I-15 80285PV25 CP Santander UK plc 08/02/2021 03/11/2021 1,000,000.00 999,200.00 ---999,910.00 87.78 0.000 0.098 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 80285PU18 CP Santander UK plc 07/01/2021 03/22/2021 900,000.00 899,570.75 ---900,000.00 - 0.000 0.000 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 07274LV53 CP Bayerische Landesbank, New York Branch 08/05/2021 05/21/2021 900,000.00 899,772.00 ---899,910.00 15.00 0.000 0.100 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 53154LVA1 CP Liberty Utilities Co.08/10/2021 06/10/2021 525,000.00 524,842.06 ---524,942.25 53.09 0.000 0.097 AA 240907004 MIM-RCTC Toll Revenue: - I-15 63743CU76 CP National Rural Utilities Cooperative Finance Corporation 07/07/2021 06/16/2021 1,000,000.00 999,959.17 ---999,980.00 (8.33) 0.000 0.103 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 71112JU85 CP The Peoples Gas Light and Coke Company 07/08/2021 06/29/2021 600,000.00 599,983.50 ---599,988.00 0.83 0.000 0.090 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE CCYUSD Currency UNITED STATES OF AMERICA 06/30/2021 ---- 0.00 ---0.00 - 0.000 0.000 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE CCYUSD Currency UNITED STATES OF AMERICA 06/30/2021 ---- (279,702.28) ---(279,702.28) - 0.000 0.000 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 31846V203 MM Fund First American Funds, Inc. - Government Obligations Fund 06/30/2021 ---- 129,317.97 ---129,317.97 - 0.010 0.010 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 31846V203 MM Fund First American Funds, Inc. - Government Obligations Fund 06/30/2021 ---- 322,050.23 ---322,050.23 - 0.010 0.010 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 60956PWG3 Muni Monmouth County Improvement Authority 11/09/2021 10/23/2020 75,000.00 76,191.75 ---75,444.00 15.10 2.000 0.342 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 23504MAC8 Muni Dallas Fort Worth Texas International Airport 08/25/2021 12/16/2020 410,000.00 410,000.00 ---410,057.40 57.40 0.380 0.288 NA 240907004 MIM-RCTC Toll Revenue: - I-15 13013KAA1 Muni California Community College Districts 12/30/2021 03/18/2021 150,000.00 150,000.00 ---149,989.50 (10.50) 0.250 0.264 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 88276SJH4 Muni Texas Public Finance Authority 08/18/2021 05/12/2021 190,000.00 190,000.00 ---190,009.50 9.50 0.150 0.112 NA 240907004 MIM-RCTC Toll Revenue: - I-15 45818WCP9 Non-US Gov Inter-American Development Bank 09/16/2022 09/10/2019 1,500,000.00 1,500,000.00 ---1,503,120.00 3,120.00 0.289 0.141 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 459058JQ7 Non-US Gov International Bank for Reconstruction and Development 01/13/2023 01/07/2021 205,000.00 205,000.00 ---205,096.35 96.35 0.144 0.150 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 912828H86 US Gov United States Department of The Treasury 01/31/2022 04/29/2021 1,900,000.00 1,920,855.47 ---1,916,036.00 (83.76) 1.500 0.058 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 912828T67 US Gov United States Department of The Treasury 10/31/2021 11/03/2020 1,500,000.00 1,516,347.66 ---1,505,940.00 457.85 1.250 0.065 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 9128287F1 US Gov United States Department of The Treasury 07/31/2021 03/31/2021 200,000.00 201,140.63 ---200,282.00 (0.80) 1.750 0.103 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 912828H86 US Gov United States Department of The Treasury 01/31/2022 04/29/2021 1,225,000.00 1,238,446.29 ---1,235,339.00 (54.00) 1.500 0.058 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 912828J43 US Gov United States Department of The Treasury 02/28/2022 ---315,000.00 318,242.19 ---318,518.55 378.55 1.750 0.078 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 912828L57 US Gov United States Department of The Treasury 09/30/2022 ---725,000.00 729,419.92 ---739,587.00 11,756.89 1.750 0.140 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 912828T67 US Gov United States Department of The Treasury 10/31/2021 02/26/2021 1,100,000.00 1,108,679.69 ---1,104,356.00 33.42 1.250 0.065 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 9128286U9 US Gov United States Department of The Treasury 05/15/2022 02/13/2020 40,000.00 40,606.25 ---40,706.40 467.85 2.125 0.105 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 912828YK0 US Gov United States Department of The Treasury 10/15/2022 ---815,000.00 819,474.22 ---827,860.70 8,168.31 1.375 0.152 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 912828YY0 US Gov United States Department of The Treasury 12/31/2024 06/21/2021 450,000.00 467,701.17 ---468,283.50 664.56 1.750 0.576 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 912828YZ7 US Gov United States Department of The Treasury 12/31/2021 ---900,000.00 910,759.77 ---906,993.00 42.67 1.625 0.070 AAA Page 25 of 43 39 Source Account Account Identifier Security Type Category Issuer Final Maturity Trade Date Current Face Value Original Cost Next Call Date Base Market Value Base Net Total Unrealized Gain/Loss Coupon Yield Summarized Credit Rating 2017 Financing STAMP Portfolio by Investment Category for quarter ended June 30, 2021 240907020 RCTC I-15 Prj RAMP UP RESERVE 912828ZD5 US Gov United States Department of The Treasury 03/15/2023 ---865,000.00 871,530.08 ---869,394.20 (436.53) 0.500 0.202 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 912828ZP8 US Gov United States Department of The Treasury 05/15/2023 ---855,000.00 853,286.72 ---853,401.15 (201.50) 0.125 0.225 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 91282CAP6 US Gov United States Department of The Treasury 10/15/2023 ---900,000.00 898,185.95 ---896,130.00 (2,320.88) 0.125 0.313 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 658886DZ6 VRDN North Dakota Housing Finance Agency 07/01/2038 01/25/2021 430,000.00 430,000.00 ---430,000.00 - 0.080 0.080 AA 240907004 MIM-RCTC Toll Revenue: - I-15 97689P2K3 VRDN Wisconsin Housing and Economic Development Authority 09/01/2037 07/18/2019 1,200,000.00 1,200,000.00 07/30/2021 1,200,000.00 - 0.050 0.050 AA 240907004 MIM-RCTC Toll Revenue: - I-15 57419P7F0 VRDN Maryland Department of Housing and Community Development 09/01/2033 --- 1,000,000.00 1,000,000.00 07/30/2021 1,000,000.00 - 0.090 0.090 AA 240907004 MIM-RCTC Toll Revenue: - I-15 196479G29 VRDN Colorado Housing and Finance Authority, Inc.04/01/2040 07/18/2019 1,500,000.00 1,500,000.00 07/15/2021 1,500,000.00 - 0.070 0.070 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 56052FJB2 VRDN Maine State Housing Authority 11/15/2050 01/25/2021 440,000.00 440,000.00 07/30/2021 440,000.00 - 0.080 0.080 AA 49,926,843.94 50,699,461.74 50,592,362.95 53,834.98 Page 26 of 43 40 Source Account Account Identifier Security Type Category Issuer Final Maturity Trade Date Current Face Value Original Cost Next Call Date Base Market Value Base Net Total Unrealized Gain/Loss Coupon Yield Summarized Credit Rating 240907004 MIM-RCTC Toll Revenue: - I-15 3134GV6H6 Agency Federal Home Loan Mortgage Corporation 10/20/2022 07/20/2020 500,000.00 499,850.00 07/20/2021 500,000.00 87.00 0.320 0.320 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 3134GWEH5 Agency Federal Home Loan Mortgage Corporation 07/27/2022 07/27/2020 750,000.00 749,850.00 07/27/2021 750,052.50 133.10 0.280 0.186 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 3134GXJF2 Agency Federal Home Loan Mortgage Corporation 12/30/2022 12/15/2020 405,000.00 404,989.88 09/30/2021 404,388.45 (603.97) 0.200 0.301 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 31416BTW8 Agency MBS Federal National Mortgage Association 01/01/2024 09/03/2019 134,469.09 140,268.08 ---139,332.84 1,498.45 5.500 0.590 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 3137B36H6 Agency MBS Federal Home Loan Mortgage Corporation 10/25/2022 ---60,202.16 61,233.86 ---60,703.04 (0.07) 2.839 0.160 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 3137B7YX1 Agency MBS Federal Home Loan Mortgage Corporation 04/25/2023 ---342,078.71 349,717.96 ---348,954.49 2,221.83 2.592 0.077 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 3137BC2N7 Agency MBS Federal Home Loan Mortgage Corporation 02/25/2023 04/27/2021 137,308.51 138,896.14 ---138,714.55 104.93 2.364 0.921 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 3137BFDQ1 Agency MBS Federal Home Loan Mortgage Corporation 09/25/2021 08/19/2020 88,662.62 90,186.76 ---88,817.78 33.30 2.991 -0.304 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 3137FQXG3 Agency MBS Federal Home Loan Mortgage Corporation 07/25/2024 01/16/2020 635,118.46 635,118.46 ---636,153.70 1,035.24 0.432 0.220 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 38013FAD3 Asset Backed GM Financial Consumer Automobile Receivables Trust 2018-4 10/16/2023 07/24/2019 135,030.45 137,504.25 ---136,644.06 805.96 3.210 1.094 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 65474VAQ4 Asset Backed Nissan Master Owner Trust Receivables 02/15/2024 05/19/2021 620,000.00 622,494.53 ---622,064.60 (51.29) 0.633 0.149 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 34528DAD5 Asset Backed Ford Credit Auto Lease Trust 2019-B 10/15/2022 04/19/2021 205,002.75 206,091.83 ---205,658.76 3.79 2.220 0.132 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 26209AAE1 Asset Backed Drive Auto Receivables Trust 2019-4 01/16/2024 09/09/2019 176,390.32 176,366.30 ---176,919.49 532.02 2.230 0.741 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 233854AC2 Asset Backed Daimler Trucks Retail Trust, 2020-1 09/15/2023 04/20/2021 170,000.00 171,168.75 ---171,181.50 267.06 1.220 0.137 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 34528GAJ5 Asset Backed Ford Credit Auto Owner Trust 2020-A 10/15/2022 05/07/2020 97,493.70 97,463.85 ---97,587.30 98.61 1.870 0.218 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 12597PAB4 Asset Backed Cnh Equipment Trust 2020-A 07/17/2023 05/19/2020 34,483.22 34,481.34 ---34,541.84 59.23 1.080 0.444 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 14687AAM0 Asset Backed Carvana Auto Receivables Trust, Series 2020-P1 11/08/2023 ---448,158.73 448,153.41 ---448,311.11 151.77 0.280 0.205 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 60710AWB4 CD Mizuho Bank Ltd., New York Branch 08/13/2021 01/25/2021 1,500,000.00 1,500,124.74 --- 1,500,225.00 198.18 0.220 0.097 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 51501HAK5 CD Landesbank Baden-Württemberg, New York Branch 10/25/2021 02/01/2021 1,000,000.00 1,000,000.00 --- 1,000,330.00 330.00 0.240 0.138 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 83050PRZ4 CD Skandinaviska Enskilda Banken AB (publ)08/17/2021 02/22/2021 700,000.00 699,999.99 ---700,091.00 91.00 0.170 0.072 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 60683BS53 CD Mitsubishi UFJ Trust and Banking Corp. (New York Branch)08/06/2021 05/18/2021 1,000,000.00 1,000,133.12 --- 1,000,110.00 50.10 0.200 0.093 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 927804FJ8 Corporate Virginia Electric and Power Company 09/01/2022 01/25/2021 750,000.00 781,477.50 06/01/2022 770,842.50 (676.26) 3.450 0.419 A 240907004 MIM-RCTC Toll Revenue: - I-15 46625HJD3 Corporate JPMorgan Chase & Co.01/24/2022 10/13/2020 1,000,000.00 1,053,810.00 --- 1,024,040.00 233.73 4.500 0.252 A 240907004 MIM-RCTC Toll Revenue: - I-15 38141GGS7 Corporate The Goldman Sachs Group, Inc.01/24/2022 10/09/2020 900,000.00 961,074.00 ---927,837.00 861.22 5.750 0.283 A 240907004 MIM-RCTC Toll Revenue: - I-15 06051GFZ7 Corporate Bank of America Corporation 10/21/2022 10/09/2020 920,000.00 940,037.60 10/21/2021 926,164.00 143.48 2.503 0.326 A 240907004 MIM-RCTC Toll Revenue: - I-15 14040HBM6 Corporate Capital One Financial Corporation 03/09/2022 06/04/2021 450,000.00 452,758.50 02/09/2022 452,326.50 (174.09) 1.073 0.267 BBB 240907004 MIM-RCTC Toll Revenue: - I-15 172967LQ2 Corporate Citigroup Inc.10/27/2022 12/30/2020 750,000.00 780,862.50 09/27/2022 771,802.50 (311.99) 2.700 0.352 A 240907004 MIM-RCTC Toll Revenue: - I-15 025816CD9 Corporate American Express Company 05/20/2022 12/30/2020 423,000.00 436,349.88 04/19/2022 431,345.79 73.84 2.750 0.288 A 240907004 MIM-RCTC Toll Revenue: - I-15 69353RFU7 Corporate PNC Bank, National Association 02/24/2023 02/20/2020 535,000.00 535,000.00 02/24/2022 536,000.45 1,000.45 0.475 0.195 A 240907004 MIM-RCTC Toll Revenue: - I-15 14913R2E6 Corporate Caterpillar Financial Services Corporation 01/06/2022 07/06/2020 500,000.00 500,000.00 ---500,575.00 575.00 0.414 0.151 A 240907004 MIM-RCTC Toll Revenue: - I-15 45866FAR5 Corporate Intercontinental Exchange, Inc.06/15/2023 04/27/2021 900,000.00 901,242.00 08/20/2021 900,495.00 (54.80) 0.769 0.380 A 240907004 MIM-RCTC Toll Revenue: - I-15 22550UAB7 Corporate Credit Suisse AG, New York Branch 02/02/2024 01/26/2021 410,000.00 410,000.00 ---409,983.60 (16.40) 0.408 0.441 AA 240907004 MIM-RCTC Toll Revenue: - I-15 63902HAD1 Corporate The Nature Conservancy 07/01/2021 01/27/2021 75,000.00 75,000.00 ---75,000.00 - 0.317 0.317 AA 240907004 MIM-RCTC Toll Revenue: - I-15 15189WAM2 Corporate CenterPoint Energy Resources Corp.03/02/2023 02/26/2021 485,000.00 484,529.55 09/02/2021 485,048.50 442.04 0.700 0.640 A 240907004 MIM-RCTC Toll Revenue: - I-15 24422EVM8 Corporate John Deere Capital Corporation 01/17/2023 03/01/2021 625,000.00 624,781.25 ---624,818.75 (0.46) 0.250 0.269 A 240907004 MIM-RCTC Toll Revenue: - I-15 46647PCA2 Corporate JPMORGAN CHASE & CO 03/16/2024 03/09/2021 340,000.00 340,000.00 03/16/2023 342,077.40 2,077.40 0.622 0.280 A 240907004 MIM-RCTC Toll Revenue: - I-15 92343VGD0 Corporate Verizon Communications Inc.03/22/2024 03/11/2021 340,000.00 340,000.00 ---342,556.80 2,556.80 0.550 0.277 BBB 240907004 MIM-RCTC Toll Revenue: - I-15 65339KBV1 Corporate NEXTERA ENERGY CAPITAL HOLDINGS IN 03/01/2023 03/15/2021 225,000.00 225,000.00 ---226,127.25 1,127.25 0.565 0.294 BBB 240907004 MIM-RCTC Toll Revenue: - I-15 842400HC0 Corporate Southern California Edison Company 04/01/2024 03/24/2021 220,000.00 220,000.00 04/01/2023 220,864.60 864.60 0.845 0.658 A 240907004 MIM-RCTC Toll Revenue: - I-15 80285PV25 CP Santander UK plc 08/02/2021 03/11/2021 1,000,000.00 999,200.00 ---999,910.00 87.78 0.000 0.098 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 80285PU18 CP Santander UK plc 07/01/2021 03/22/2021 900,000.00 899,570.75 ---900,000.00 - 0.000 0.000 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 07274LV53 CP Bayerische Landesbank, New York Branch 08/05/2021 05/21/2021 900,000.00 899,772.00 ---899,910.00 15.00 0.000 0.100 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 53154LVA1 CP Liberty Utilities Co.08/10/2021 06/10/2021 525,000.00 524,842.06 ---524,942.25 53.09 0.000 0.097 AA 240907004 MIM-RCTC Toll Revenue: - I-15 63743CU76 CP National Rural Utilities Cooperative Finance Corporation 07/07/2021 06/16/2021 1,000,000.00 999,959.17 ---999,980.00 (8.33) 0.000 0.103 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 71112JU85 CP The Peoples Gas Light and Coke Company 07/08/2021 06/29/2021 600,000.00 599,983.50 ---599,988.00 0.83 0.000 0.090 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 31846V203 MM Fund First American Funds, Inc. - Government Obligations Fund 06/30/2021 ---- 129,317.97 ---129,317.97 - 0.010 0.010 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 60956PWG3 Muni Monmouth County Improvement Authority 11/09/2021 10/23/2020 75,000.00 76,191.75 ---75,444.00 15.10 2.000 0.342 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 23504MAC8 Muni Dallas Fort Worth Texas International Airport 08/25/2021 12/16/2020 410,000.00 410,000.00 ---410,057.40 57.40 0.380 0.288 NA 240907004 MIM-RCTC Toll Revenue: - I-15 13013KAA1 Muni California Community College Districts 12/30/2021 03/18/2021 150,000.00 150,000.00 ---149,989.50 (10.50) 0.250 0.264 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 88276SJH4 Muni Texas Public Finance Authority 08/18/2021 05/12/2021 190,000.00 190,000.00 ---190,009.50 9.50 0.150 0.112 NA 240907004 MIM-RCTC Toll Revenue: - I-15 45818WCP9 Non-US Gov Inter-American Development Bank 09/16/2022 09/10/2019 1,500,000.00 1,500,000.00 --- 1,503,120.00 3,120.00 0.289 0.141 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 459058JQ7 Non-US Gov International Bank for Reconstruction and Development 01/13/2023 01/07/2021 205,000.00 205,000.00 ---205,096.35 96.35 0.144 0.150 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 912828H86 US Gov United States Department of The Treasury 01/31/2022 04/29/2021 1,900,000.00 1,920,855.47 --- 1,916,036.00 (83.76) 1.500 0.058 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 912828T67 US Gov United States Department of The Treasury 10/31/2021 11/03/2020 1,500,000.00 1,516,347.66 --- 1,505,940.00 457.85 1.250 0.065 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 9128287F1 US Gov United States Department of The Treasury 07/31/2021 03/31/2021 200,000.00 201,140.63 ---200,282.00 (0.80) 1.750 0.103 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 658886DZ6 VRDN North Dakota Housing Finance Agency 07/01/2038 01/25/2021 430,000.00 430,000.00 ---430,000.00 - 0.080 0.080 AA 240907004 MIM-RCTC Toll Revenue: - I-15 97689P2K3 VRDN Wisconsin Housing and Economic Development Authority 09/01/2037 07/18/2019 1,200,000.00 1,200,000.00 07/30/2021 1,200,000.00 - 0.050 0.050 AA 240907004 MIM-RCTC Toll Revenue: - I-15 57419P7F0 VRDN Maryland Department of Housing and Community Developmen 09/01/2033 --- 1,000,000.00 1,000,000.00 07/30/2021 1,000,000.00 - 0.090 0.090 AA 240907004 MIM-RCTC Toll Revenue: - I-15 196479G29 VRDN Colorado Housing and Finance Authority, Inc.04/01/2040 07/18/2019 1,500,000.00 1,500,000.00 07/15/2021 1,500,000.00 - 0.070 0.070 AAA 240907004 MIM-RCTC Toll Revenue: - I-15 56052FJB2 VRDN Maine State Housing Authority 11/15/2050 01/25/2021 440,000.00 440,000.00 07/30/2021 440,000.00 - 0.080 0.080 AA 34,612,398.72 35,018,196.97 34,908,710.62 19,577.58 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137EADB2 Agency Federal Home Loan Mortgage Corporation 01/13/2022 09/30/2019 400,000.00 406,425.20 ---404,896.00 3,373.26 2.375 0.091 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3134GV6H6 Agency Federal Home Loan Mortgage Corporation 10/20/2022 07/22/2020 125,000.00 124,987.50 07/20/2021 125,000.00 7.26 0.320 0.320 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3134GWY42 Agency Federal Home Loan Mortgage Corporation 10/13/2023 10/07/2020 100,000.00 99,950.00 10/13/2021 99,873.00 (88.89) 0.300 0.356 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3136G46A6 Agency Federal National Mortgage Association 10/27/2023 10/20/2020 130,000.00 129,967.50 10/27/2021 129,911.60 (63.22) 0.300 0.329 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3134GW6E1 Agency Federal Home Loan Mortgage Corporation 11/02/2023 02/23/2021 400,000.00 400,536.00 11/02/2021 399,816.00 (446.23) 0.320 0.340 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3134GXDT8 Agency Federal Home Loan Mortgage Corporation 11/24/2023 ---135,000.00 135,035.00 08/24/2021 134,960.85 (39.15) 0.350 0.362 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 31394KJP0 Agency CMO Federal Home Loan Mortgage Corporation 10/15/2023 02/18/2021 36,140.42 37,535.22 ---37,371.00 (69.03) 4.500 0.644 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137A6Z47 Agency CMO Federal Home Loan Mortgage Corporation 01/15/2041 08/31/2020 0.02 0.02 ---0.02 0.00 4.500 0.840 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137AH6C7 Agency CMO Federal Home Loan Mortgage Corporation 07/25/2021 11/29/2018 25,755.05 25,801.33 ---25,751.18 (3.86) 3.230 0.345 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 38376V2E6 Agency CMO Government National Mortgage Association 07/16/2039 08/06/2019 13,351.59 13,894.00 ---14,144.41 394.43 4.000 0.344 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137AJMF8 Agency CMO Federal Home Loan Mortgage Corporation 10/25/2021 11/29/2018 49,859.31 49,693.76 ---50,020.36 265.08 2.968 0.370 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 38375XCM4 Agency CMO Government National Mortgage Association 11/16/2037 05/14/2019 7,997.81 8,224.31 ---8,141.77 80.43 5.000 0.257 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 383742C76 Agency CMO Government National Mortgage Association 08/16/2037 01/31/2018 0.00 0.00 ---- (0.00) 4.000 0.050 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137ATRW4 Agency CMO Federal Home Loan Mortgage Corporation 05/25/2022 09/26/2018 99,609.40 96,858.47 ---101,062.70 2,191.67 2.373 0.219 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3136A72D3 Agency CMO Federal National Mortgage Association 04/25/2022 07/26/2019 5,290.27 5,321.23 ---5,343.70 44.71 2.482 0.327 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137AYCE9 Agency CMO Federal Home Loan Mortgage Corporation 10/25/2022 08/13/2019 100,000.00 102,164.06 ---102,739.00 1,980.15 2.682 0.281 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 31392J6N4 Agency CMO Federal National Mortgage Association 04/25/2023 12/05/2017 118,153.06 128,536.45 ---121,867.79 2.22 5.500 0.729 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137B6DF5 Agency CMO Federal Home Loan Mortgage Corporation 11/15/2026 03/05/2021 70,377.42 71,905.94 ---71,713.19 (88.34) 2.000 0.360 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137B84S3 Agency CMO Federal Home Loan Mortgage Corporation 02/15/2029 01/31/2018 40,779.21 40,269.47 ---41,512.01 1,035.78 2.000 0.371 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 38378JZD7 Agency CMO Government National Mortgage Association 12/20/2040 10/16/2019 9,640.36 9,519.86 ---9,757.88 201.00 1.500 0.435 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 38377QKH9 Agency CMO Government National Mortgage Association 08/20/2040 08/20/2019 8,512.52 8,667.14 ---8,731.46 124.81 3.000 0.262 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3136A7D25 Agency CMO Federal National Mortgage Association 07/25/2041 02/12/2021 37,946.85 38,385.61 ---39,003.67 642.54 3.000 -0.063 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137BLW87 Agency CMO Federal Home Loan Mortgage Corporation 01/25/2025 02/25/2021 194,431.03 206,389.50 ---202,655.46 (2,623.69) 2.802 0.371 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137B2Z78 Agency CMO Federal Home Loan Mortgage Corporation 07/15/2023 02/18/2021 42,381.30 42,584.93 ---42,535.99 (13.45) 1.400 0.591 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 38378HAU0 Agency CMO Government National Mortgage Association 08/20/2027 ---48,113.52 48,902.89 ---48,989.67 85.65 1.500 0.508 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 38377LFC7 Agency CMO Government National Mortgage Association 12/20/2039 02/12/2021 14,778.24 14,932.96 ---14,925.73 22.21 2.500 -0.039 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3136AQZK9 Agency CMO Federal National Mortgage Association 11/25/2031 03/11/2021 63,491.02 65,527.20 ---65,412.26 (82.77) 2.000 0.776 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137B45W2 Agency CMO Federal Home Loan Mortgage Corporation 09/15/2030 12/30/2020 44,134.34 44,575.69 ---44,585.84 177.03 2.750 -0.774 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137ARVU7 Agency CMO Federal Home Loan Mortgage Corporation 08/15/2038 06/30/2020 1,210.70 1,227.54 ---1,210.65 (0.05) 3.000 0.295 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3136A8SX9 Agency CMO Federal National Mortgage Association 09/25/2027 02/04/2021 19,016.70 19,388.13 ---19,458.08 79.98 1.500 0.367 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 38378VC45 Agency CMO Government National Mortgage Association 12/16/2041 11/23/2018 32,191.40 31,029.49 ---33,114.65 1,677.30 2.250 0.388 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 38377JM59 Agency CMO Government National Mortgage Association 10/20/2039 11/21/2018 0.01 0.01 ---0.01 0.00 2.500 -0.521 AAA 2017 Financing STAMP Portfolio by Account for quarter ended June 30, 2021 Page 27 of 43 ATTACHMENT 10 41 Source Account Account Identifier Security Type Category Issuer Final Maturity Trade Date Current Face Value Original Cost Next Call Date Base Market Value Base Net Total Unrealized Gain/Loss Coupon Yield Summarized Credit Rating 2017 Financing STAMP Portfolio by Account for quarter ended June 30, 2021 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137AWWM3 Agency CMO Federal Home Loan Mortgage Corporation 12/15/2027 02/17/2021 21,564.94 21,841.26 ---21,913.00 78.25 1.250 0.384 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 38379JM99 Agency CMO Government National Mortgage Association 02/16/2041 04/08/2021 9,531.31 9,540.24 ---9,560.76 27.85 2.500 -1.053 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137AYSH5 Agency CMO Federal Home Loan Mortgage Corporation 12/15/2042 04/08/2021 38,960.62 39,861.60 ---39,735.55 (114.60) 1.750 1.027 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137B9RN7 Agency CMO Federal Home Loan Mortgage Corporation 12/15/2027 02/05/2021 17,748.20 18,150.31 ---18,276.39 169.60 2.500 -0.419 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3133Q5GZ3 Agency CMO Federal Home Loan Mortgage Corporation 09/25/2033 01/05/2021 67,375.52 68,312.47 ---67,967.08 (316.05) 1.000 0.496 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137AQQE1 Agency CMO Federal Home Loan Mortgage Corporation 05/15/2027 ---39,298.39 40,035.24 ---40,003.79 (2.29) 1.500 0.615 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3136ABNZ2 Agency CMO Federal National Mortgage Association 11/25/2042 02/05/2021 22,397.98 22,845.94 ---23,011.91 184.88 2.000 0.263 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3136AEY84 Agency CMO Federal National Mortgage Association 07/25/2028 02/05/2021 21,355.16 21,802.28 ---21,870.25 91.85 1.750 0.423 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3136ADZA0 Agency CMO Federal National Mortgage Association 04/25/2028 ---48,491.49 49,095.48 ---49,109.27 31.55 1.250 0.566 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 36202F2H8 Agency MBS Government National Mortgage Association 01/20/2027 12/12/2019 18,631.53 19,091.50 ---19,542.05 494.08 3.000 0.621 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 36178NB99 Agency MBS Government National Mortgage Association 08/15/2027 10/11/2019 21,708.18 21,949.01 ---22,613.85 693.23 2.500 0.543 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3136AC7J4 Agency MBS Federal National Mortgage Association 03/25/2023 02/21/2018 29,084.05 28,605.76 ---29,998.16 1,073.11 2.611 0.632 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 31418AU48 Agency MBS Federal National Mortgage Association 07/01/2023 05/21/2019 - - ---(0.00) (0.00) 2.500 0.103 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137B1U75 Agency MBS Federal Home Loan Mortgage Corporation 01/25/2023 02/27/2018 96,982.96 95,338.80 ---98,960.44 2,537.22 2.522 0.384 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 38378KWU9 Agency MBS Government National Mortgage Association 11/16/2041 05/03/2019 4,194.75 3,935.20 ---4,204.32 94.22 1.400 0.765 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137B3NW4 Agency MBS Federal Home Loan Mortgage Corporation 09/25/2022 09/26/2018 35,041.57 34,740.43 ---35,549.32 652.56 2.778 0.221 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 36202F3H7 Agency MBS Government National Mortgage Association 02/20/2027 06/30/2020 20,713.45 21,723.24 ---21,726.34 32.53 3.000 0.619 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3138X0ZY7 Agency MBS Federal National Mortgage Association 07/01/2028 08/31/2020 91,742.47 96,401.27 ---96,122.25 6.43 2.500 0.458 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137B7YY9 Agency MBS Federal Home Loan Mortgage Corporation 01/25/2024 02/26/2021 209,000.00 225,556.72 ---223,143.03 (358.61) 3.490 0.529 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 36176XQB8 Agency MBS Government National Mortgage Association 05/15/2027 ---164,337.87 171,880.33 ---172,702.66 1,018.56 3.000 0.553 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137AXHN6 Agency MBS Federal Home Loan Mortgage Corporation 02/25/2022 01/25/2018 7,634.49 7,529.51 ---7,647.08 32.77 1.749 0.239 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137BDCW4 Agency MBS Federal Home Loan Mortgage Corporation 07/25/2024 02/26/2021 175,000.00 189,916.02 ---187,943.00 (432.47) 3.303 0.655 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3136AMM48 Agency MBS Federal National Mortgage Association 07/25/2022 09/26/2018 51,760.61 50,987.07 ---52,141.57 592.38 2.509 0.614 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137BJQ71 Agency MBS Federal Home Loan Mortgage Corporation 05/25/2025 ---150,000.00 161,201.17 ---160,854.00 (220.25) 2.770 0.836 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 36179M4J6 Agency MBS Government National Mortgage Association 03/20/2028 11/20/2019 18,520.24 18,743.07 ---19,316.06 591.68 2.500 0.673 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 36179NKP2 Agency MBS Government National Mortgage Association 08/20/2028 04/14/2021 24,679.75 25,697.80 ---25,741.48 50.92 2.500 0.755 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3128MMT52 Agency MBS Federal Home Loan Mortgage Corporation 10/01/2030 02/24/2021 217,005.53 227,313.31 ---227,304.61 230.55 2.500 0.857 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 31307NP40 Agency MBS Federal Home Loan Mortgage Corporation 07/01/2030 02/05/2021 81,741.23 87,718.56 ---86,525.54 (963.34) 3.000 0.943 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3128MMUL5 Agency MBS Federal Home Loan Mortgage Corporation 02/01/2031 01/19/2021 17,902.42 18,847.89 ---18,745.45 (143.16) 2.500 0.900 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137B1UF7 Agency MBS Federal Home Loan Mortgage Corporation 09/25/2022 01/25/2018 11,728.29 11,556.03 ---11,814.85 141.62 1.785 0.211 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 36179Q2A8 Agency MBS Government National Mortgage Association 02/20/2030 04/30/2020 73,789.03 78,031.90 ---77,853.33 (417.48) 3.000 1.092 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137BQBY2 Agency MBS Federal Home Loan Mortgage Corporation 03/25/2022 08/16/2019 34,212.87 34,433.38 ---34,552.60 303.72 2.183 0.351 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 36179NAJ7 Agency MBS Government National Mortgage Association 04/20/2028 06/30/2020 12,029.30 12,696.55 ---12,619.94 (58.78) 3.000 0.950 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3138EJPZ5 Agency MBS Federal National Mortgage Association 07/01/2022 07/22/2019 18,509.59 18,847.25 ---18,712.27 77.60 2.996 1.171 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 31418CDH4 Agency MBS Federal National Mortgage Association 10/01/2031 05/06/2021 43,224.56 45,304.74 ---45,291.99 (9.12) 2.500 0.941 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3138ETQP4 Agency MBS Federal National Mortgage Association 06/01/2031 02/11/2021 37,815.91 41,006.64 ---41,101.73 233.20 3.500 0.025 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3620ARB67 Agency MBS Government National Mortgage Association 05/15/2025 05/23/2018 11,549.74 11,824.05 ---12,254.62 549.88 4.000 -0.419 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 31418CQM9 Agency MBS Federal National Mortgage Association 10/01/2027 08/31/2020 0.01 0.01 ---0.01 (0.00) 3.000 0.494 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3136A96F0 Agency MBS Federal National Mortgage Association 11/25/2022 02/27/2018 38,415.78 37,234.80 ---39,063.08 950.84 2.184 0.268 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3128MENS6 Agency MBS Federal Home Loan Mortgage Corporation 01/01/2029 10/01/2020 14,473.38 15,147.30 ---15,117.74 16.79 2.500 0.541 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3138EQRJ3 Agency MBS Federal National Mortgage Association 11/01/2030 02/24/2021 199,130.00 214,064.75 ---215,273.47 1,547.26 3.500 0.083 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3140J83R2 Agency MBS Federal National Mortgage Association 10/01/2028 02/26/2021 207,792.35 217,207.94 ---218,157.03 1,129.58 2.500 0.315 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3132A9QE0 Agency MBS Federal Home Loan Mortgage Corporation 02/01/2030 04/29/2020 85,616.70 89,683.49 ---89,702.33 (135.59) 2.500 0.745 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3132A9SM0 Agency MBS Federal Home Loan Mortgage Corporation 10/01/2031 04/29/2020 52,535.21 55,014.21 ---55,046.92 (106.29) 2.500 0.943 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137BFE80 Agency MBS Federal Home Loan Mortgage Corporation 08/25/2024 07/15/2020 77,131.98 80,542.66 ---79,841.62 145.25 2.720 0.406 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3140X4H90 Agency MBS Federal National Mortgage Association 06/01/2032 ---202,436.93 213,078.99 ---211,572.91 (1,422.70) 2.500 0.969 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3131X83H7 Agency MBS Federal Home Loan Mortgage Corporation 04/01/2028 02/26/2021 195,902.86 204,534.83 ---205,267.02 898.47 2.500 0.399 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3140X4TL0 Agency MBS Federal National Mortgage Association 09/01/2028 02/25/2021 68,676.32 71,863.32 ---71,740.65 (50.90) 2.500 0.452 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 31307NTZ7 Agency MBS Federal Home Loan Mortgage Corporation 11/01/2028 01/13/2021 71,167.05 74,603.08 ---74,524.00 52.13 2.500 0.451 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3132A8GL7 Agency MBS Federal Home Loan Mortgage Corporation 05/01/2031 05/11/2021 66,192.91 70,474.77 ---69,789.83 (689.91) 3.000 1.151 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 36179NHK7 Agency MBS Government National Mortgage Association 07/20/2028 03/31/2020 86,461.05 90,189.68 ---90,709.75 681.46 3.000 1.005 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3622A2GC0 Agency MBS Government National Mortgage Association 03/15/2028 04/30/2020 52,939.21 55,073.32 ---55,140.95 232.69 2.500 0.549 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 36179RFD6 Agency MBS Government National Mortgage Association 06/20/2030 05/01/2020 16,728.79 17,554.77 ---17,604.21 (10.50) 3.000 1.218 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 31418DQ47 Agency MBS Federal National Mortgage Association 07/01/2035 02/24/2021 207,094.08 214,568.88 ---213,777.01 (486.35) 2.000 1.101 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 31418DSA1 Agency MBS Federal National Mortgage Association 08/01/2035 08/31/2020 92,678.93 98,007.97 ---98,243.37 77.76 3.000 1.071 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3140J8ME0 Agency MBS Federal National Mortgage Association 12/01/2032 12/30/2020 26,706.10 28,492.06 ---28,237.69 (255.81) 3.000 1.148 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3132AEFC5 Agency MBS Federal Home Loan Mortgage Corporation 11/01/2030 ---87,464.26 94,046.40 ---93,697.84 (128.94) 3.500 0.424 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3140X7LS6 Agency MBS Federal National Mortgage Association 08/01/2035 05/25/2021 115,258.45 121,003.36 ---120,894.58 (204.98) 2.500 0.876 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 31418DVU3 Agency MBS Federal National Mortgage Association 01/01/2031 02/26/2021 230,902.11 239,560.95 ---238,916.73 (267.03) 2.000 0.879 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3132AEF68 Agency MBS Federal Home Loan Mortgage Corporation 01/01/2033 05/12/2021 43,473.45 47,277.39 ---47,082.19 (236.43) 3.500 0.511 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 31418DXH0 Agency MBS Federal National Mortgage Association 02/01/2036 02/24/2021 241,636.93 250,547.29 ---249,434.55 (700.66) 2.000 1.226 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3140X9VK8 Agency MBS Federal National Mortgage Association 02/01/2035 02/10/2021 90,895.65 97,457.18 ---95,610.40 (1,811.16) 3.000 1.209 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 3138WEMJ5 Agency MBS Federal National Mortgage Association 05/01/2030 02/26/2021 214,309.17 224,756.74 ---225,352.52 712.19 2.500 0.648 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE CCYUSD Currency UNITED STATES OF AMERICA 06/30/2021 ---- 0.00 ---0.00 - 0.000 0.000 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE CCYUSD Currency UNITED STATES OF AMERICA 06/30/2021 ---- (279,702.28) ---(279,702.28) - 0.000 0.000 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 31846V203 MM Fund First American Funds, Inc. - Government Obligations Fund 06/30/2021 ---- 322,050.23 ---322,050.23 - 0.010 0.010 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 912828H86 US Gov United States Department of The Treasury 01/31/2022 04/29/2021 1,225,000.00 1,238,446.29 --- 1,235,339.00 (54.00) 1.500 0.058 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 912828J43 US Gov United States Department of The Treasury 02/28/2022 ---315,000.00 318,242.19 ---318,518.55 378.55 1.750 0.078 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 912828L57 US Gov United States Department of The Treasury 09/30/2022 ---725,000.00 729,419.92 ---739,587.00 11,756.89 1.750 0.140 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 912828T67 US Gov United States Department of The Treasury 10/31/2021 02/26/2021 1,100,000.00 1,108,679.69 --- 1,104,356.00 33.42 1.250 0.065 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 9128286U9 US Gov United States Department of The Treasury 05/15/2022 02/13/2020 40,000.00 40,606.25 ---40,706.40 467.85 2.125 0.105 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 912828YK0 US Gov United States Department of The Treasury 10/15/2022 ---815,000.00 819,474.22 ---827,860.70 8,168.31 1.375 0.152 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 912828YY0 US Gov United States Department of The Treasury 12/31/2024 06/21/2021 450,000.00 467,701.17 ---468,283.50 664.56 1.750 0.576 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 912828YZ7 US Gov United States Department of The Treasury 12/31/2021 ---900,000.00 910,759.77 ---906,993.00 42.67 1.625 0.070 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 912828ZD5 US Gov United States Department of The Treasury 03/15/2023 ---865,000.00 871,530.08 ---869,394.20 (436.53) 0.500 0.202 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 912828ZP8 US Gov United States Department of The Treasury 05/15/2023 ---855,000.00 853,286.72 ---853,401.15 (201.50) 0.125 0.225 AAA 240907020 RCTC I-15 Prj RAMP UP RESERVE 91282CAP6 US Gov United States Department of The Treasury 10/15/2023 ---900,000.00 898,185.95 ---896,130.00 (2,320.88) 0.125 0.313 AAA 15,314,445.22 15,681,264.77 15,683,652.33 34,257.40 Page 28 of 43 42 Source Account Account Identifier Description Beginning Base Market Value Base Purchases Base Sales Base Maturities and Redemptions Base Paydowns Net Total Realized Gain/Loss Base Amortization/A ccretion Base Change In Net Unrealized Gain/Loss Ending Base Market Value Ending Accrued Income Balance 240907004 MIM-RCTC Toll Revenue: - I-15 38141GGS7 GOLDMAN SACHS GROUP INC 939,168.00 - - - - - (12,011.00) 680.00 927,837.00 22,568.75 240907004 MIM-RCTC Toll Revenue: - I-15 46625HJD3 JPMORGAN CHASE & CO 1,034,170.00 - - - - - (10,606.80) 476.80 1,024,040.00 19,625.00 240907004 MIM-RCTC Toll Revenue: - I-15 927804FJ8 VIRGINIA ELECTRIC AND POWER CO 775,792.50 - - - - - (5,783.40) 833.40 770,842.50 8,625.00 240907004 MIM-RCTC Toll Revenue: - I-15 06051GFZ7 BANK OF AMERICA CORP 930,699.60 - - - - - (4,895.63) 360.03 926,164.00 4,477.59 240907004 MIM-RCTC Toll Revenue: - I-15 912828H86 UNITED STATES TREASURY - 1,920,855.47 - - - - (4,735.71) (83.76) 1,916,036.00 11,888.12 240907004 MIM-RCTC Toll Revenue: - I-15 172967LQ2 CITIGROUP INC 774,120.00 - - - - - (4,449.05) 2,131.55 771,802.50 3,600.00 240907004 MIM-RCTC Toll Revenue: - I-15 912828T67 UNITED STATES TREASURY 1,510,425.00 - - - - - (4,109.77) (375.23) 1,505,940.00 3,158.97 240907004 MIM-RCTC Toll Revenue: - I-15 025816CD9 AMERICAN EXPRESS CO 433,528.47 - - - - - (2,584.11) 401.43 431,345.79 1,324.81 240907004 MIM-RCTC Toll Revenue: - I-15 9128287F1 UNITED STATES TREASURY 301,698.00 - (100,296.88) - - 18.79 (1,150.05) 12.14 200,282.00 1,459.94 240907004 MIM-RCTC Toll Revenue: - I-15 61746BEA0 MORGAN STANLEY 864,846.72 - - (864,000.00) - - (1,062.21) 215.49 - - 240907004 MIM-RCTC Toll Revenue: - I-15 98162CAE1 WOLS 2018-B A4 - 551,246.09 - - (550,000.00) (526.58) (719.51) - - - 240907004 MIM-RCTC Toll Revenue: - I-15 912828S76 UNITED STATES TREASURY 401,408.00 - (400,734.38) - - 64.90 (703.52) (35.00) - - 240907004 MIM-RCTC Toll Revenue: - I-15 45866FAR5 INTERCONTINENTAL EXCHANGE INC - 901,242.00 - - - - (692.20) (54.80) 900,495.00 307.55 240907004 MIM-RCTC Toll Revenue: - I-15 34528DAD5 FORDL 2019-B A3 - 329,746.69 - - (123,001.42) (508.75) (581.55) 3.79 205,658.76 202.27 240907004 MIM-RCTC Toll Revenue: - I-15 65474VAQ4 NMOTR 2019-A A - 622,494.53 - - - - (378.64) (51.29) 622,064.60 174.39 240907004 MIM-RCTC Toll Revenue: - I-15 3137BFDQ1 FHMS K-717 A2 112,016.63 - - - (22,585.30) (76.46) (376.68) (160.42) 88,817.78 220.99 240907004 MIM-RCTC Toll Revenue: - I-15 3137B7YX1 FHMS K-037 A1 59,912.29 - - - (6,889.58) (349.50) (373.05) 372.22 52,672.38 111.53 240907004 MIM-RCTC Toll Revenue: - I-15 60956PWG3 MONMOUTH CNTY N J IMPT AUTH REV 75,752.25 - - - - - (297.94) (10.31) 75,444.00 962.50 240907004 MIM-RCTC Toll Revenue: - I-15 3137BC2N7 FHMS K-X01 A - 140,353.13 - - (1,440.32) (16.09) (287.09) 104.93 138,714.55 270.50 240907004 MIM-RCTC Toll Revenue: - I-15 31416BTW8 FN 995265 168,180.99 - - - (33,077.58) (854.57) (257.97) (600.03) 133,390.83 590.03 240907004 MIM-RCTC Toll Revenue: - I-15 14040HBM6 CAPITAL ONE FINANCIAL CORP - 452,758.50 - - - - (257.91) (174.09) 452,326.50 295.11 240907004 MIM-RCTC Toll Revenue: - I-15 233854AC2 DTRT 2020-1 A3 - 171,168.75 - - - - (254.31) 267.06 171,181.50 92.18 240907004 MIM-RCTC Toll Revenue: - I-15 3135G05F6 FEDERAL NATIONAL MORTGAGE ASSOCIATION 1,252,312.50 - (1,252,325.00) - - 685.58 (254.16) (418.91) - - 240907004 MIM-RCTC Toll Revenue: - I-15 3137B7YX1 FHMS K-037 A1 277,094.34 - - - (31,864.30) (185.44) (217.84) (1,217.03) 243,609.74 515.83 240907004 MIM-RCTC Toll Revenue: - I-15 3137B36H6 FHMS K-029 A1 73,681.14 - - - (18,709.10) (201.94) (188.63) 10.53 54,592.00 128.09 240907004 MIM-RCTC Toll Revenue: - I-15 3137B7YX1 FHMS K-037 A1 59,912.29 - - - (6,889.58) (144.93) (157.57) (47.83) 52,672.38 111.53 240907004 MIM-RCTC Toll Revenue: - I-15 9128286Q8 UNITED STATES TREASURY 1,050,063.00 - - (1,050,000.00) - - (121.79) 58.79 - - 240907004 MIM-RCTC Toll Revenue: - I-15 9128286Q8 UNITED STATES TREASURY 750,045.00 - - (750,000.00) - - (89.98) 44.98 - - 240907004 MIM-RCTC Toll Revenue: - I-15 87165LBB6 SYNCT 2016-2 A 526,228.50 - - - (525,000.00) (4.09) (87.76) (1,136.65) - - 240907004 MIM-RCTC Toll Revenue: - I-15 3137AG3X6 FHR 3943 GE - 58,148.79 - - (58,039.97) (32.54) (76.28) - - - 240907004 MIM-RCTC Toll Revenue: - I-15 60683BS53 Mitsubishi UFJ Trust and Banking Corp. (New York B - 1,000,133.12 - - - - (73.22) 50.10 1,000,110.00 794.44 240907004 MIM-RCTC Toll Revenue: - I-15 60710AWB4 Mizuho Bank Ltd., New York Branch 1,500,195.00 - - - - - (56.76) 86.76 1,500,225.00 1,540.00 240907004 MIM-RCTC Toll Revenue: - I-15 65602V6W1 Norinchukin Bank NY Branch 1,000,150.00 - - (1,000,000.00) - - (33.30) (116.70) - - 240907004 MIM-RCTC Toll Revenue: - I-15 05586VAC6 BMWLT 2019-1 A3 36,807.68 - - - (36,759.16) 0.00 (22.56) (25.96) - - 240907004 MIM-RCTC Toll Revenue: - I-15 3137B36H6 FHMS K-029 A1 8,247.89 - - - (2,094.30) (12.72) (13.20) (16.62) 6,111.04 14.34 240907004 MIM-RCTC Toll Revenue: - I-15 31416BTW8 FN 995265 7,491.77 - - - (1,473.47) (38.07) (11.49) (26.73) 5,942.01 26.28 240907004 MIM-RCTC Toll Revenue: - I-15 31677QBG3 FIFTH THIRD BANK NA (OHIO)501,115.00 - - (500,000.00) - - (7.45) (1,107.55) - - 240907004 MIM-RCTC Toll Revenue: - I-15 14687AAM0 CRVNA 2020-P1 A2 - 184,822.81 - - (36,721.14) (2.72) (1.98) 40.60 148,137.58 26.49 240907004 MIM-RCTC Toll Revenue: - I-15 31846V203 FIRST AMER:GVT OBLG Y 1,135,296.05 12,583,546.60 (13,589,524.68) - - - - - 129,317.97 - 240907004 MIM-RCTC Toll Revenue: - I-15 CCYUSD Payable (1,074,633.87) - - - - - - - - - 240907004 MIM-RCTC Toll Revenue: - I-15 196479G29 COLORADO HSG & FIN AUTH 1,500,000.00 - - - - - - - 1,500,000.00 343.56 240907004 MIM-RCTC Toll Revenue: - I-15 97689P2K3 WISCONSIN HSG & ECONOMIC DEV AUTH HOME OWNERSHIP R 1,200,000.00 - - - - - - - 1,200,000.00 260.00 240907004 MIM-RCTC Toll Revenue: - I-15 45818WCP9 INTER-AMERICAN DEVELOPMENT BANK 1,503,630.00 - - - - - - (510.00) 1,503,120.00 180.42 240907004 MIM-RCTC Toll Revenue: - I-15 3137FQXG3 FHMS K-I05 A 636,248.98 - - - (0.01) - - (95.27) 636,153.70 8,684.24 240907004 MIM-RCTC Toll Revenue: - I-15 69353RFU7 PNC BANK NA 536,000.45 - - - - - - - 536,000.45 268.32 240907004 MIM-RCTC Toll Revenue: - I-15 43813KAA0 HAROT 2020-3 A1 145,570.86 - - - (145,570.85) (0.01) - (0.00) - - 240907004 MIM-RCTC Toll Revenue: - I-15 57582RM37 MASSACHUSETTS (COMMONWEALTH OF)375,052.50 - - (375,000.00) - - - (52.50) - - 240907004 MIM-RCTC Toll Revenue: - I-15 23504MAC8 DALLAS FT WORTH TEX INTL ARPT REV SUB LIEN TAXABLE 410,065.60 - - - - - - (8.20) 410,057.40 843.92 240907004 MIM-RCTC Toll Revenue: - I-15 14913R2E6 CATERPILLAR FINANCIAL SERVICES CORP 500,525.00 - - - - - - 50.00 500,575.00 494.80 240907004 MIM-RCTC Toll Revenue: - I-15 459058JQ7 INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPM 205,098.40 - - - - - - (2.05) 205,096.35 64.56 240907004 MIM-RCTC Toll Revenue: - I-15 56052FJB2 MAINE ST HSG AUTH MTG PUR 440,000.00 - - - - - - - 440,000.00 48.22 240907004 MIM-RCTC Toll Revenue: - I-15 57419P7F0 MARYLAND ST CMNTY DEV ADMIN DEPT HSG & CMNTY DEV 600,000.00 - - - - - - - 600,000.00 204.00 240907004 MIM-RCTC Toll Revenue: - I-15 658886DZ6 NORTH DAKOTA ST HSG FIN AGY MTG REV 430,000.00 - - - - - - - 430,000.00 212.03 240907004 MIM-RCTC Toll Revenue: - I-15 22550UAB7 CREDIT SUISSE AG (NEW YORK BRANCH)406,187.00 - - - - - - 3,796.60 409,983.60 274.07 240907004 MIM-RCTC Toll Revenue: - I-15 63902HAD1 NATURE CONSERVANCY 74,996.25 - - - - - - 3.75 75,000.00 99.06 240907004 MIM-RCTC Toll Revenue: - I-15 51501HAK5 Landesbank Baden-Württemberg, New York Branch 1,000,160.00 - - - - - - 170.00 1,000,330.00 1,000.00 240907004 MIM-RCTC Toll Revenue: - I-15 3130ALJZ8 FEDERAL HOME LOAN BANKS 750,097.50 - - - (750,000.00) - - (97.50) - - 240907004 MIM-RCTC Toll Revenue: - I-15 46647PCA2 JPMORGAN CHASE & CO 340,921.40 - - - - - - 1,156.00 342,077.40 88.12 240907004 MIM-RCTC Toll Revenue: - I-15 92343VGD0 VERIZON COMMUNICATIONS INC 340,914.60 - - - - - - 1,642.20 342,556.80 46.75 240907004 MIM-RCTC Toll Revenue: - I-15 65339KBV1 NEXTERA ENERGY CAPITAL HOLDINGS INC 225,562.50 - - - - - - 564.75 226,127.25 105.85 240907004 MIM-RCTC Toll Revenue: - I-15 13013KAA1 CALIFORNIA CMNTY COLLEGE DISTS TAX & REV ANTIC NT 149,994.00 - - - - - - (4.50) 149,989.50 94.79 240907004 MIM-RCTC Toll Revenue: - I-15 842400HC0 SOUTHERN CALIFORNIA EDISON CO 220,343.20 - - - - - - 521.40 220,864.60 470.07 240907004 MIM-RCTC Toll Revenue: - I-15 98162CAE1 WOLS 2018-B A4 551,292.50 (551,246.09) - - - - - (46.41) - - 240907004 MIM-RCTC Toll Revenue: - I-15 57419P7F0 MARYLAND ST CMNTY DEV ADMIN DEPT HSG & CMNTY DEV - 400,000.00 - - - - - - 400,000.00 136.00 240907004 MIM-RCTC Toll Revenue: - I-15 88276SJH4 TEXAS PUBLIC FINANCE AUTHORITY - 190,000.00 - - - - - 9.50 190,009.50 38.79 240907004 MIM-RCTC Toll Revenue: - I-15 83050PRZ4 Skandinaviska Enskilda Banken AB (publ)700,014.00 - - - - - 0.01 76.99 700,091.00 442.94 240907004 MIM-RCTC Toll Revenue: - I-15 14315PAB1 CARMX 2019-3 A2A 64,009.15 - - - (63,859.71) 0.27 0.11 (149.82) - - 240907004 MIM-RCTC Toll Revenue: - I-15 12597PAB4 CNH 2020-A A2 65,574.66 - - - (30,924.65) 0.81 0.39 (109.37) 34,541.84 16.55 240907004 MIM-RCTC Toll Revenue: - I-15 3134GXJF2 FEDERAL HOME LOAN MORTGAGE CORP 404,708.40 - - - - - 1.26 (321.21) 404,388.45 2.25 240907004 MIM-RCTC Toll Revenue: - I-15 05586F5B9 BNP Paribas New York Branch 1,150,023.00 - - (1,150,000.00) - - 2.56 (25.56) - - 240907004 MIM-RCTC Toll Revenue: - I-15 14687AAM0 CRVNA 2020-P1 A2 385,065.45 - - - (84,928.50) 2.80 3.37 30.40 300,173.53 53.68 240907004 MIM-RCTC Toll Revenue: - I-15 71112JU85 The Peoples Gas Light and Coke Company - 599,983.50 - - - - 3.67 0.83 599,988.00 - 240907004 MIM-RCTC Toll Revenue: - I-15 26209AAE1 DRIVE 2019-4 B 261,747.20 - - - (83,609.68) 1.99 3.84 (1,223.86) 176,919.49 174.82 240907004 MIM-RCTC Toll Revenue: - I-15 65478DAD9 NAROT 2018-A A3 47,942.30 - - - (47,871.45) 6.97 5.10 (82.92) - - 240907004 MIM-RCTC Toll Revenue: - I-15 34528GAJ5 FORDO 2020-A A2 225,811.54 - - - (127,855.89) 10.45 7.53 (386.34) 97,587.30 44.63 240907004 MIM-RCTC Toll Revenue: - I-15 3134GV6H6 FEDERAL HOME LOAN MORTGAGE CORP 500,165.00 - - - - - 16.78 (181.78) 500,000.00 715.56 240907004 MIM-RCTC Toll Revenue: - I-15 3134GWEH5 FEDERAL HOME LOAN MORTGAGE CORP 750,292.50 - - - - - 18.87 (258.87) 750,052.50 898.33 240907004 MIM-RCTC Toll Revenue: - I-15 02361KSH8 Ameren Illinois Company - 799,980.00 - (800,000.00) - - 20.00 - - - 240907004 MIM-RCTC Toll Revenue: - I-15 24422EVM8 JOHN DEERE CAPITAL CORP 625,000.00 - - - - - 29.03 (210.28) 624,818.75 507.81 240907004 MIM-RCTC Toll Revenue: - I-15 63743CU76 National Rural Utilities Cooperative Finance Corpo - 999,959.17 - - - - 29.16 (8.33) 999,980.00 - 240907004 MIM-RCTC Toll Revenue: - I-15 26055ATM8 The Dow Chemical Company - 524,966.75 - (525,000.00) - - 33.25 - - - 240907004 MIM-RCTC Toll Revenue: - I-15 38013FAD3 GMCAR 2018-4 A3 187,039.31 - - - (49,295.58) (253.18) 37.44 (883.93) 136,644.06 180.60 240907004 MIM-RCTC Toll Revenue: - I-15 53154LVA1 Liberty Utilities Co.- 524,842.06 - - - - 47.10 53.09 524,942.25 - 240907004 MIM-RCTC Toll Revenue: - I-15 15189WAM2 CENTERPOINT ENERGY RESOURCES CORP 484,830.25 - - - - - 57.84 160.41 485,048.50 1,122.24 240907004 MIM-RCTC Toll Revenue: - I-15 3133EL7F5 FEDERAL FARM CREDIT BANKS FUNDING CORP 999,630.00 - - (1,000,000.00) - 451.43 59.10 (140.53) - - 240907004 MIM-RCTC Toll Revenue: - I-15 02361KTE4 Ameren Illinois Company - 999,883.33 (999,956.67) - - 6.67 66.67 - - - 2017 Financing STAMP Portfolio Transaction Report by Account Quarter ended June 30, 2021 Page 29 of 43 ATTACHMENT 11 43 Source Account Account Identifier Description Beginning Base Market Value Base Purchases Base Sales Base Maturities and Redemptions Base Paydowns Net Total Realized Gain/Loss Base Amortization/A ccretion Base Change In Net Unrealized Gain/Loss Ending Base Market Value Ending Accrued Income Balance 2017 Financing STAMP Portfolio Transaction Report by Account Quarter ended June 30, 2021 240907004 MIM-RCTC Toll Revenue: - I-15 69350ARP5 PPG Industries, Inc.774,907.00 - - (775,000.00) - - 80.51 12.49 - - 240907004 MIM-RCTC Toll Revenue: - I-15 63743CSJ3 National Rural Utilities Cooperative Finance Corpo - 999,887.50 (249,996.25) (750,000.00) - 2.50 106.25 - - - 240907004 MIM-RCTC Toll Revenue: - I-15 07274LV53 Bayerische Landesbank, New York Branch - 899,772.00 - - - - 123.00 15.00 899,910.00 - 240907004 MIM-RCTC Toll Revenue: - I-15 80285PU18 Santander UK plc 899,595.00 - - - - - 386.75 18.25 900,000.00 - 240907004 MIM-RCTC Toll Revenue: - I-15 02665JTG5 American Honda Finance Corporation - 899,568.00 - (900,000.00) - - 432.00 - - - 240907004 MIM-RCTC Toll Revenue: - I-15 80285PV25 Santander UK plc 999,390.00 - - - - - 505.56 14.44 999,910.00 - 37,554,130.24 26,204,112.70 (16,592,833.86) (10,439,000.00) (2,838,461.53) (1,954.43) (55,904.92) 3,988.55 34,908,710.62 101,229.23 240907020 RCTC I-15 Prj RAMP UP RESERVE 912828T67 UNITED STATES TREASURY 1,309,035.00 - (201,015.63) - - 42.88 (3,643.35) (62.91) 1,104,356.00 2,316.58 240907020 RCTC I-15 Prj RAMP UP RESERVE 912828H86 UNITED STATES TREASURY - 1,238,446.29 - - - - (3,053.29) (54.00) 1,235,339.00 7,664.71 240907020 RCTC I-15 Prj RAMP UP RESERVE 912828YZ7 UNITED STATES TREASURY 607,008.00 - - - - - (2,315.41) (30.59) 604,662.00 26.49 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137B7YY9 FHMS K-037 A2 224,693.81 - - - - - (1,567.35) 16.57 223,143.03 607.84 240907020 RCTC I-15 Prj RAMP UP RESERVE 912828YK0 UNITED STATES TREASURY 407,592.00 - - - - - (1,199.87) (80.13) 406,312.00 1,157.10 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137BDCW4 FHMS K-039 A2 188,956.25 - - - - - (1,174.64) 161.39 187,943.00 481.69 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137EADB2 FEDERAL HOME LOAN MORTGAGE CORP 407,196.00 - - - - - (712.45) (1,587.55) 404,896.00 4,433.33 240907020 RCTC I-15 Prj RAMP UP RESERVE 912828YZ7 UNITED STATES TREASURY - 252,617.19 - - - - (645.81) (28.88) 251,942.50 11.04 240907020 RCTC I-15 Prj RAMP UP RESERVE 912828T67 UNITED STATES TREASURY 337,328.25 - (336,701.17) - - 236.68 (605.72) (258.04) - - 240907020 RCTC I-15 Prj RAMP UP RESERVE 31392J6N4 FNR 0323B EQ 152,803.97 - - - (29,465.08) (1,009.25) (563.63) 101.78 121,867.79 541.53 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137BLW87 FHMS K-050 A1 106,463.43 0.18 - - (5,799.49) 2,044.24 (539.61) (1,980.34) 100,188.41 224.45 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137BLW87 FHMS K-050 A1 - 109,378.67 - - (5,931.39) (211.43) (474.61) (294.19) 102,467.05 229.55 240907020 RCTC I-15 Prj RAMP UP RESERVE 912828L57 UNITED STATES TREASURY 102,418.00 - - - - - (406.87) 0.87 102,012.00 439.89 240907020 RCTC I-15 Prj RAMP UP RESERVE 31418DVU3 FN MA4226 249,660.49 - - - (10,430.00) (384.31) (362.49) 433.04 238,916.73 384.84 240907020 RCTC I-15 Prj RAMP UP RESERVE 31418DXH0 FN MA4279 255,174.81 - - - (6,865.60) (247.17) (307.27) 1,679.77 249,434.55 402.73 240907020 RCTC I-15 Prj RAMP UP RESERVE 912828T67 UNITED STATES TREASURY 151,042.50 - (150,761.72) - - 32.83 (301.55) (12.07) - - 240907020 RCTC I-15 Prj RAMP UP RESERVE 3140J83R2 FN BM4407 236,334.05 - - - (18,094.44) (819.64) (268.79) 1,005.85 218,157.03 432.90 240907020 RCTC I-15 Prj RAMP UP RESERVE 3138EQRJ3 FN AL7688 231,715.11 - - - (14,846.46) (1,101.35) (261.31) (232.51) 215,273.47 580.80 240907020 RCTC I-15 Prj RAMP UP RESERVE 3131X83H7 FH ZK5300 223,219.80 - - - (17,835.51) (787.10) (245.71) 915.53 205,267.02 408.13 240907020 RCTC I-15 Prj RAMP UP RESERVE 31418DQ47 FN MA4074 233,855.48 - - - (20,089.02) (711.23) (230.83) 952.61 213,777.01 345.16 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137BFE80 FHMS K-041 A1 85,232.12 - - - (5,078.10) (177.30) (215.23) 80.13 79,841.62 174.83 240907020 RCTC I-15 Prj RAMP UP RESERVE 3138WEMJ5 FN AS4860 241,141.13 - - - (15,684.18) (766.55) (206.51) 868.63 225,352.52 446.48 240907020 RCTC I-15 Prj RAMP UP RESERVE 3134GW6E1 FEDERAL HOME LOAN MORTGAGE CORP 399,648.00 - - - - - (194.85) 362.85 399,816.00 209.78 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137AYCE9 FHMS K-025 A2 103,098.00 - - - - - (190.42) (168.58) 102,739.00 223.50 240907020 RCTC I-15 Prj RAMP UP RESERVE 3128MMT52 FH G18571 253,089.76 - - - (25,299.24) (1,188.82) (186.07) 888.98 227,304.61 452.09 240907020 RCTC I-15 Prj RAMP UP RESERVE 31307NP40 FH J32243 91,321.77 - - - (4,346.42) (312.73) (176.31) 39.22 86,525.54 204.35 240907020 RCTC I-15 Prj RAMP UP RESERVE 912828L57 UNITED STATES TREASURY 640,112.50 - - - - - (154.86) (2,382.64) 637,575.00 2,749.32 240907020 RCTC I-15 Prj RAMP UP RESERVE 36176XQB8 GN 779250 136,047.20 - - - (11,058.16) (509.23) (147.72) (530.89) 123,801.20 294.51 240907020 RCTC I-15 Prj RAMP UP RESERVE 912828ZD5 UNITED STATES TREASURY 171,096.50 - - - - - (143.46) (89.44) 170,863.60 249.46 240907020 RCTC I-15 Prj RAMP UP RESERVE 912828ZD5 UNITED STATES TREASURY 176,128.75 - - - - - (143.39) (96.36) 175,889.00 256.79 240907020 RCTC I-15 Prj RAMP UP RESERVE 912828ZD5 UNITED STATES TREASURY 171,096.50 - - - - - (140.23) (92.67) 170,863.60 249.46 240907020 RCTC I-15 Prj RAMP UP RESERVE 912828ZD5 UNITED STATES TREASURY 176,128.75 - - - - - (137.44) (102.31) 175,889.00 256.79 240907020 RCTC I-15 Prj RAMP UP RESERVE 912828ZD5 UNITED STATES TREASURY 176,128.75 - - - - - (134.43) (105.32) 175,889.00 256.79 240907020 RCTC I-15 Prj RAMP UP RESERVE 3140X4H90 FN FM1155 156,768.82 - - - (14,007.76) (720.90) (114.73) 916.18 142,841.60 284.74 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137B45W2 FHR 4243 LH 70,598.44 - - - (25,501.04) (203.27) (113.18) (195.11) 44,585.84 101.14 240907020 RCTC I-15 Prj RAMP UP RESERVE 3138EJPZ5 FN AL2239 23,280.13 - - - (4,396.48) (43.14) (106.30) (21.93) 18,712.27 46.21 240907020 RCTC I-15 Prj RAMP UP RESERVE 3140X4TL0 FN FM1454 78,268.91 - - - (6,416.19) (297.24) (100.96) 286.13 71,740.65 143.08 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137B6DF5 FHR 4272 YG 82,996.14 - - - (10,933.15) (230.89) (99.90) (19.02) 71,713.19 117.30 240907020 RCTC I-15 Prj RAMP UP RESERVE 31394KJP0 FHR 2682 JG 45,214.48 - - - (7,511.33) (279.81) (98.76) 46.42 37,371.00 135.53 240907020 RCTC I-15 Prj RAMP UP RESERVE 9128286Q8 UNITED STATES TREASURY 825,049.50 - - (825,000.00) - - (95.70) 46.20 - - 240907020 RCTC I-15 Prj RAMP UP RESERVE 3138ETQP4 FN AL8561 44,688.93 - - - (3,150.79) (259.69) (95.50) (81.22) 41,101.73 110.30 240907020 RCTC I-15 Prj RAMP UP RESERVE 912828YY0 UNITED STATES TREASURY - 467,701.17 - - - - (82.23) 664.56 468,283.50 21.40 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137BJQ71 FHMS K-PLB A - 53,908.20 - - - - (80.04) (210.16) 53,618.00 115.42 240907020 RCTC I-15 Prj RAMP UP RESERVE 31307NTZ7 FH J32368 80,645.85 - - - (6,060.70) (285.49) (79.11) 303.44 74,524.00 148.26 240907020 RCTC I-15 Prj RAMP UP RESERVE 9128286U9 UNITED STATES TREASURY 40,904.80 - - - - - (67.65) (130.75) 40,706.40 108.56 240907020 RCTC I-15 Prj RAMP UP RESERVE 3140X9VK8 FN FM6017 102,956.79 - - - (6,640.10) (479.48) (66.93) (159.87) 95,610.40 227.24 240907020 RCTC I-15 Prj RAMP UP RESERVE 36176XQB8 GN 779250 53,738.63 - - - (4,367.97) (192.72) (64.92) (211.55) 48,901.46 116.33 240907020 RCTC I-15 Prj RAMP UP RESERVE 912828YZ7 UNITED STATES TREASURY - 50,455.08 - - - - (59.31) (7.27) 50,388.50 2.21 240907020 RCTC I-15 Prj RAMP UP RESERVE 3138X0ZY7 FN AU1658 105,151.29 - - - (8,947.26) (427.84) (57.54) 403.60 96,122.25 191.13 240907020 RCTC I-15 Prj RAMP UP RESERVE 3140X4H90 FN FM1155 75,432.69 - - - (6,740.14) (373.09) (55.64) 467.49 68,731.31 137.01 240907020 RCTC I-15 Prj RAMP UP RESERVE 3132AEFC5 FH ZT1963 57,853.04 - - - (4,013.48) (291.27) (53.45) (399.39) 53,095.45 144.56 240907020 RCTC I-15 Prj RAMP UP RESERVE 3136AQZK9 FNR 2015-89 KE 70,487.96 - - - (4,876.18) (156.47) (50.97) 7.91 65,412.26 105.82 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137A6Z47 FHR 3806 P 35,106.14 - (31,211.86) - (3,739.87) (140.87) (50.05) 36.53 0.02 0.00 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137BJQ71 FHMS K-PLB A - 107,292.97 - - - - (46.88) (10.09) 107,236.00 230.83 240907020 RCTC I-15 Prj RAMP UP RESERVE 38375XCM4 GNR 2008-047 PC 11,182.54 - - - (2,928.08) (36.35) (43.52) (32.82) 8,141.77 33.32 240907020 RCTC I-15 Prj RAMP UP RESERVE 38377QKH9 GNR 2011-018 PG 10,730.46 - - - (1,918.58) (30.41) (43.15) (6.86) 8,731.46 21.28 240907020 RCTC I-15 Prj RAMP UP RESERVE 3622A2GC0 GN 783795 60,578.36 - - - (5,238.17) (196.31) (40.33) 37.41 55,140.95 110.29 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137B2Z78 FHR 4221 GA 55,345.19 - - - (12,748.34) (56.50) (33.89) 29.53 42,535.99 49.44 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137B9RN7 FHR 4328 EA 21,373.76 - - - (2,988.93) (63.91) (31.76) (12.78) 18,276.39 36.98 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137BQBY2 FHMS K-722 A1 54,728.45 - - - (19,779.13) (29.30) (29.12) (338.29) 34,552.60 62.24 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137ARVU7 FHR 4073 AJ 30,259.93 - - - (28,937.08) (107.15) (27.91) 22.85 1,210.65 3.03 240907020 RCTC I-15 Prj RAMP UP RESERVE 3136A7D25 FNR 2012-83 PC 54,332.03 - - - (14,587.97) (166.92) (27.21) (546.26) 39,003.67 94.87 240907020 RCTC I-15 Prj RAMP UP RESERVE 38377LFC7 GNR 2010-116 NE 21,600.72 - - - (6,565.72) (62.91) (27.15) (19.20) 14,925.73 30.79 240907020 RCTC I-15 Prj RAMP UP RESERVE 383742C76 GNR 2008-032 PA 34,751.16 - (31,347.78) - (4,740.76) 1,821.80 (25.01) (459.41) - - 240907020 RCTC I-15 Prj RAMP UP RESERVE 38376V2E6 GNR 2010-019 UA 15,575.82 - - - (1,309.66) (40.48) (21.92) (59.35) 14,144.41 44.51 240907020 RCTC I-15 Prj RAMP UP RESERVE 9128286Q8 UNITED STATES TREASURY 200,012.00 - - (200,000.00) - - (21.91) 9.91 - - 240907020 RCTC I-15 Prj RAMP UP RESERVE 3135G05F6 FEDERAL NATIONAL MORTGAGE ASSOCIATION 100,185.00 - (100,185.60) - - 54.77 (20.66) (33.51) - - 240907020 RCTC I-15 Prj RAMP UP RESERVE 3133Q5GZ3 FHS 370 A3 73,615.59 - - - (6,326.30) (86.42) (18.69) 782.90 67,967.08 56.15 240907020 RCTC I-15 Prj RAMP UP RESERVE 912828J43 UNITED STATES TREASURY 40,606.40 - - - - - (17.08) (142.52) 40,446.80 233.97 240907020 RCTC I-15 Prj RAMP UP RESERVE 3136ABNZ2 FNR 2012-148 MC 25,860.76 - - - (2,740.07) (53.77) (16.21) (38.80) 23,011.91 37.33 240907020 RCTC I-15 Prj RAMP UP RESERVE 3128MENS6 FH G15601 16,366.19 - - - (1,244.75) (54.72) (14.79) 65.82 15,117.74 30.15 240907020 RCTC I-15 Prj RAMP UP RESERVE 3136AEY84 FNR 2013-70 DG 23,955.94 - - - (2,001.68) (40.69) (14.77) (28.57) 21,870.25 31.14 240907020 RCTC I-15 Prj RAMP UP RESERVE 38378HAU0 GNR 2012-096 AD 36,321.41 - - - (3,541.91) (56.95) (14.11) (48.64) 32,659.78 40.09 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137AQQE1 FHR 4039 QB 21,727.89 - - - (1,654.76) (30.01) (13.28) (27.95) 20,001.90 24.56 240907020 RCTC I-15 Prj RAMP UP RESERVE 3134GXDT8 FEDERAL HOME LOAN MORTGAGE CORP 69,923.70 - - - - - (13.25) 69.25 69,979.70 25.18 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137AQQE1 FHR 4039 QB 21,727.89 - - - (1,654.76) (31.02) (13.23) (26.99) 20,001.90 24.56 240907020 RCTC I-15 Prj RAMP UP RESERVE 38377REV3 GNR 2010-158 HA 10,664.83 - (6,203.05) - (4,332.74) (55.67) (11.47) (61.90) - - 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137AYSH5 FHR 4165 TE - 41,813.39 - - (1,907.68) (44.24) (11.32) (114.60) 39,735.55 56.82 Page 30 of 43 44 Source Account Account Identifier Description Beginning Base Market Value Base Purchases Base Sales Base Maturities and Redemptions Base Paydowns Net Total Realized Gain/Loss Base Amortization/A ccretion Base Change In Net Unrealized Gain/Loss Ending Base Market Value Ending Accrued Income Balance 2017 Financing STAMP Portfolio Transaction Report by Account Quarter ended June 30, 2021 240907020 RCTC I-15 Prj RAMP UP RESERVE 3136ADZA0 FNR 2013-27 KA 30,899.90 - - - (2,755.74) (33.39) (9.43) (38.90) 28,062.44 28.86 240907020 RCTC I-15 Prj RAMP UP RESERVE 36202F3H7 G2 005300 24,409.90 - - - (2,459.25) (115.93) (8.98) (99.39) 21,726.34 51.78 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137AH6C7 FHMS K-015 A2 70,339.11 - - - (44,209.05) (5.25) (6.92) (366.70) 25,751.18 69.32 240907020 RCTC I-15 Prj RAMP UP RESERVE 36179NKP2 G2 MA1202 - 27,309.27 - - (1,547.63) (64.27) (6.82) 50.92 25,741.48 51.42 240907020 RCTC I-15 Prj RAMP UP RESERVE 3140J6DU8 FN BM1914 55,479.03 - (50,491.79) - (4,832.39) 1,859.68 (6.75) (2,007.78) - - 240907020 RCTC I-15 Prj RAMP UP RESERVE 3136A72D3 FNA 2012-M9 A2 6,713.51 - - - (2,395.01) (5.50) (6.56) (31.48) 4,274.96 8.75 240907020 RCTC I-15 Prj RAMP UP RESERVE 3136ADZA0 FNR 2013-27 KA 23,174.92 - - - (2,066.80) (25.81) (6.42) (29.06) 21,046.82 21.65 240907020 RCTC I-15 Prj RAMP UP RESERVE 38379JM99 GNR 2015-045 AG - 11,414.20 - - (4,032.63) (3.19) (6.16) 21.44 7,393.65 15.36 240907020 RCTC I-15 Prj RAMP UP RESERVE 38378HAU0 GNR 2012-096 AD 18,160.70 - - - (1,770.96) (31.73) (6.12) (22.00) 16,329.89 20.05 240907020 RCTC I-15 Prj RAMP UP RESERVE 36202FA30 G2 004526 10,913.51 - (10,159.96) - (510.56) 130.49 (6.12) (367.36) - - 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137AWWM3 FHR 4138 HA 14,053.64 - - - (1,320.92) (16.89) (4.93) (19.94) 12,690.96 13.01 240907020 RCTC I-15 Prj RAMP UP RESERVE 36178NB99 GN AB2764 24,984.58 - - - (2,286.16) (22.63) (4.80) (57.14) 22,613.85 45.23 240907020 RCTC I-15 Prj RAMP UP RESERVE 3620ARB67 GN 737261 14,144.72 - - - (1,752.29) (23.59) (3.68) (110.54) 12,254.62 38.50 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137AWWM3 FHR 4138 HA 10,212.26 - - - (959.86) (12.27) (3.58) (14.49) 9,222.05 9.45 240907020 RCTC I-15 Prj RAMP UP RESERVE 31418CDH4 FN MA2803 - 46,744.91 - - (1,374.04) (66.36) (3.41) (9.12) 45,291.99 90.05 240907020 RCTC I-15 Prj RAMP UP RESERVE 3620A9WV9 GN 723460 6,105.41 - (5,237.60) - (792.35) 131.88 (2.86) (204.47) - - 240907020 RCTC I-15 Prj RAMP UP RESERVE 38379JM99 GNR 2015-045 AG - 16,622.20 (13,265.60) - (1,181.98) (11.99) (1.93) 6.40 2,167.11 4.50 240907020 RCTC I-15 Prj RAMP UP RESERVE 3136A72D3 FNA 2012-M9 A2 1,678.38 - - - (598.75) (1.37) (1.64) (7.88) 1,068.74 2.19 240907020 RCTC I-15 Prj RAMP UP RESERVE 9128286Q8 UNITED STATES TREASURY 10,000.60 - - (10,000.00) - - (1.14) 0.54 - - 240907020 RCTC I-15 Prj RAMP UP RESERVE 3136A8SX9 FNR 2012-102 BJ 21,763.02 - - - (2,218.82) (41.71) (0.92) (43.48) 19,458.08 23.77 240907020 RCTC I-15 Prj RAMP UP RESERVE 38378PZN1 GNR 2014-010 B 14,978.73 - - - (14,975.13) (5.80) (0.91) 3.11 - - 240907020 RCTC I-15 Prj RAMP UP RESERVE 36202F2H8 G2 005276 22,287.11 - - - (2,574.91) (56.86) (0.55) (112.74) 19,542.05 46.58 240907020 RCTC I-15 Prj RAMP UP RESERVE 38379JM99 GNR 2015-045 AG 4,908.69 - (3,342.76) - (1,525.05) (4.59) (0.37) (35.93) - - 240907020 RCTC I-15 Prj RAMP UP RESERVE 36179M4J6 G2 MA0825 21,295.10 - - - (1,941.65) (21.18) (0.13) (16.08) 19,316.06 38.58 240907020 RCTC I-15 Prj RAMP UP RESERVE 31846V203 FIRST AMER:GVT OBLG Y 121,491.02 2,310,132.05 (2,109,572.84) - - - - - 322,050.23 - 240907020 RCTC I-15 Prj RAMP UP RESERVE CCYUSD Cash 0.00 - - - - - - - 0.00 - 240907020 RCTC I-15 Prj RAMP UP RESERVE CCYUSD Payable - - - - - - - - (279,702.28) - 240907020 RCTC I-15 Prj RAMP UP RESERVE 31418AU48 FN MA1502 (0.00) - - - - (0.00) - - (0.00) - 240907020 RCTC I-15 Prj RAMP UP RESERVE 31381RLL6 FN 468431 43,731.00 - - - (43,745.90) (11.14) - 26.03 - - 240907020 RCTC I-15 Prj RAMP UP RESERVE 31418CQM9 FN MA3159 0.02 - - - - (0.00) - (0.00) 0.01 - 240907020 RCTC I-15 Prj RAMP UP RESERVE 3134GXDT8 FEDERAL HOME LOAN MORTGAGE CORP 64,929.15 - - - - - - 52.00 64,981.15 23.38 240907020 RCTC I-15 Prj RAMP UP RESERVE 3130ALJZ8 FEDERAL HOME LOAN BANKS 350,045.50 - - - (350,000.00) - - (45.50) - - 240907020 RCTC I-15 Prj RAMP UP RESERVE 912828J43 UNITED STATES TREASURY - 278,093.75 - - - - - (22.00) 278,071.75 1,608.53 240907020 RCTC I-15 Prj RAMP UP RESERVE 36179NAJ7 G2 MA0909 14,040.20 - - - (1,296.50) (69.27) 0.31 (54.80) 12,619.94 30.07 240907020 RCTC I-15 Prj RAMP UP RESERVE 3134GWTL0 FEDERAL HOME LOAN MORTGAGE CORP 85,034.00 - (85,028.05) - - 38.26 0.38 (44.59) - - 240907020 RCTC I-15 Prj RAMP UP RESERVE 3138L2GH4 FN AM1999 20,712.85 - - - (20,718.84) 33.44 0.48 (27.93) - - 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137ASR97 FHMS K-020 A1 1,222.05 - - - (1,221.83) 2.41 1.14 (3.77) - - 240907020 RCTC I-15 Prj RAMP UP RESERVE 3134GV6H6 FEDERAL HOME LOAN MORTGAGE CORP 125,041.25 - - - - - 1.40 (42.65) 125,000.00 178.89 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137ARBX3 FHR 4061 CF 3,407.95 - - - (3,406.82) 17.01 2.04 (20.18) - - 240907020 RCTC I-15 Prj RAMP UP RESERVE 38378KW47 GNR 2013-138 A 9,075.91 - (8,227.50) - (840.12) 14.48 2.14 (24.91) - - 240907020 RCTC I-15 Prj RAMP UP RESERVE 3132AEFC5 FH ZT1963 - 42,881.77 - - (2,035.28) (151.69) 2.50 (94.90) 40,602.39 110.55 240907020 RCTC I-15 Prj RAMP UP RESERVE 38378HXH4 GNR 2012-119 KB 4,076.38 - (3,682.71) - (437.65) 238.34 2.67 (197.03) - - 240907020 RCTC I-15 Prj RAMP UP RESERVE 3136G46A6 FEDERAL NATIONAL MORTGAGE ASSOCIATION 130,027.30 - - - - - 2.69 (118.39) 129,911.60 69.33 240907020 RCTC I-15 Prj RAMP UP RESERVE 3134GWY42 FEDERAL HOME LOAN MORTGAGE CORP 99,910.00 - - - - - 4.14 (41.14) 99,873.00 65.00 240907020 RCTC I-15 Prj RAMP UP RESERVE 3136A4JW0 FNR 2012-20 BD - 9,702.20 (9,380.14) - (330.73) 4.02 4.66 - - - 240907020 RCTC I-15 Prj RAMP UP RESERVE 3132A8GL7 FH ZS7403 - 72,157.53 - - (1,580.52) (102.93) 5.66 (689.91) 69,789.83 165.48 240907020 RCTC I-15 Prj RAMP UP RESERVE 38378JZD7 GNR 2013-047 EC 10,957.99 - - - (1,181.28) 10.73 6.41 (35.98) 9,757.88 12.05 240907020 RCTC I-15 Prj RAMP UP RESERVE 3140J8ME0 FN BM3956 30,531.50 - - - (2,085.79) (138.36) 7.45 (77.10) 28,237.69 66.77 240907020 RCTC I-15 Prj RAMP UP RESERVE 38377JM59 GNR 2010-111 PE 10,429.58 - (7,807.53) - (3,624.98) 1,220.41 7.65 (225.12) 0.01 - 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137AXHN6 FHMS K-024 A1 13,673.32 - - - (5,988.43) 18.99 7.65 (64.45) 7,647.08 11.13 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137AJMF8 FHMS 2011-K016 A2 91,174.86 - - - (40,574.00) 86.35 8.08 (674.93) 50,020.36 123.30 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137B1UF7 FHMS K-027 A1 14,600.31 - - - (2,741.07) 14.25 9.46 (68.09) 11,814.85 17.45 240907020 RCTC I-15 Prj RAMP UP RESERVE 3133EL7F5 FEDERAL FARM CREDIT BANKS FUNDING CORP 199,926.00 - - (200,000.00) - 77.39 10.13 (13.52) - - 240907020 RCTC I-15 Prj RAMP UP RESERVE 36179NHK7 G2 MA1134 100,911.69 - - - (9,312.39) (379.45) 10.80 (520.91) 90,709.75 216.15 240907020 RCTC I-15 Prj RAMP UP RESERVE 3128MMUL5 FH G18586 20,570.64 - - - (1,791.08) (96.79) 13.39 49.28 18,745.45 37.30 240907020 RCTC I-15 Prj RAMP UP RESERVE 91282CAP6 UNITED STATES TREASURY 39,864.00 - - - - - 14.04 (50.04) 39,828.00 10.52 240907020 RCTC I-15 Prj RAMP UP RESERVE 36179RFD6 G2 MA2864 19,454.31 - - - (1,732.66) (89.70) 14.37 (42.11) 17,604.21 41.82 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137B3NW4 FHMS K-031 A1 42,670.43 - - - (6,900.74) 30.44 15.62 (266.43) 35,549.32 81.12 240907020 RCTC I-15 Prj RAMP UP RESERVE 91282CAP6 UNITED STATES TREASURY 174,405.00 - - - - - 16.35 (173.85) 174,247.50 46.02 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137B84S3 FHR 4305 CT 48,255.77 - - - (6,591.22) 51.28 20.65 (224.47) 41,512.01 67.97 240907020 RCTC I-15 Prj RAMP UP RESERVE 3136AC7J4 FNA 2013-M6 2A 30,455.97 - - - (383.28) 2.35 23.85 (100.72) 29,998.16 63.28 240907020 RCTC I-15 Prj RAMP UP RESERVE 91282CAP6 UNITED STATES TREASURY 169,422.00 - - - - - 27.07 (180.07) 169,269.00 44.71 240907020 RCTC I-15 Prj RAMP UP RESERVE 3132A9QE0 FH ZS8553 99,676.76 - - - (9,833.53) (478.57) 29.27 308.40 89,702.33 178.37 240907020 RCTC I-15 Prj RAMP UP RESERVE 3136AMM48 FNA 2015-M4 AV2 66,972.28 - - - (14,521.67) 63.33 32.77 (405.14) 52,141.57 108.22 240907020 RCTC I-15 Prj RAMP UP RESERVE 38378KWU9 GNR 2013-096 A 6,910.89 - - - (2,693.27) 76.84 36.66 (126.81) 4,204.32 4.89 240907020 RCTC I-15 Prj RAMP UP RESERVE 38378VC45 GNR 2013-116 MA 36,406.75 - - - (3,133.00) 76.06 42.49 (277.65) 33,114.65 60.36 240907020 RCTC I-15 Prj RAMP UP RESERVE 3132AEF68 FH ZT1989 - 48,418.25 - - (1,049.07) (93.13) 42.56 (236.43) 47,082.19 126.80 240907020 RCTC I-15 Prj RAMP UP RESERVE 91282CAP6 UNITED STATES TREASURY 348,810.00 - - - - - 48.94 (363.94) 348,495.00 92.04 240907020 RCTC I-15 Prj RAMP UP RESERVE 912828ZP8 UNITED STATES TREASURY 254,650.65 - - - - - 51.40 (178.90) 254,523.15 40.71 240907020 RCTC I-15 Prj RAMP UP RESERVE 3136A96F0 FNA 2012-M17 A2 44,082.52 - - - (4,787.55) 43.06 51.79 (326.74) 39,063.08 69.92 240907020 RCTC I-15 Prj RAMP UP RESERVE 91282CAP6 UNITED STATES TREASURY 164,439.00 - - - - - 61.55 (210.05) 164,290.50 43.39 240907020 RCTC I-15 Prj RAMP UP RESERVE 3132A9SM0 FH ZS8624 60,449.31 - - - (5,548.91) (267.51) 73.75 340.29 55,046.92 109.45 240907020 RCTC I-15 Prj RAMP UP RESERVE 36179Q2A8 G2 MA2569 86,344.57 - - - (7,911.68) (469.39) 74.20 (184.38) 77,853.33 184.47 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137B1U75 FHMS K-S01 A2 100,347.44 - - - (934.19) 5.98 90.24 (549.03) 98,960.44 203.83 240907020 RCTC I-15 Prj RAMP UP RESERVE 3140X7LS6 FN FM3936 - 123,396.61 - - (2,279.62) (116.04) 98.62 (204.98) 120,894.58 240.12 240907020 RCTC I-15 Prj RAMP UP RESERVE 912828T67 UNITED STATES TREASURY 166,146.75 - (165,837.89) - - 1,116.56 114.86 (1,540.28) - - 240907020 RCTC I-15 Prj RAMP UP RESERVE 31418DSA1 FN MA4112 112,280.95 - - - (12,904.84) (742.82) 128.28 (518.20) 98,243.37 231.70 240907020 RCTC I-15 Prj RAMP UP RESERVE 912828ZP8 UNITED STATES TREASURY 599,178.00 - - - - - 134.27 (434.27) 598,878.00 95.79 240907020 RCTC I-15 Prj RAMP UP RESERVE 912828YK0 UNITED STATES TREASURY 188,511.30 - - - - - 134.89 (726.89) 187,919.30 535.16 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137BLW87 FHMS K-050 A1 108,884.78 (109,378.67) - - - - 136.79 357.10 - - 240907020 RCTC I-15 Prj RAMP UP RESERVE 912828YK0 UNITED STATES TREASURY 234,365.40 - - - - - 157.64 (893.64) 233,629.40 665.33 240907020 RCTC I-15 Prj RAMP UP RESERVE 3137ATRW4 FHMS K-020 A2 101,896.00 - - - (390.61) 3.24 187.32 (633.25) 101,062.70 196.98 16,482,239.35 5,199,107.22 (3,329,461.18) (1,235,000.00) (1,109,863.58) (8,028.60) (21,372.66) (14,265.94) 15,683,652.33 37,104.06 Page 31 of 43 45 *Negative cash reflects securities in transit at month end 2017 Financing STAMP Portfolio Summary of Investments for quarter ended June 30, 2021 Credit Rating Industry Group Asset Class Security Type Market Sector ATTACHMENT 12 46 *Negative cash reflects securities in transit at month end 2017 Financing STAMP Portfolio Sales Tax I15 ELP Project Revenue Fund Summary of Investments for quarter ended June 30, 2021 Credit Rating Industry Group Asset Class Security Type Market Sector ATTACHMENT 13 47 *Negative cash reflects securities in transit at month end 2017 Financing STAMP Portfolio Ramp Up Fund Summary of Investments for quarter ended June 30, 2021 Credit Rating Industry Group Asset Class Security Type Market Sector ATTACHMENT 14 48 Account Number: 001050990415 Name: RIVERSIDE COUNTY TRANS COMM CUSIP Security Type Category Issuer Trade Date Final Maturity2 Next Call Date Original Cost Base Market Value Unrealized Gain/Loss Accrued Income Coupon Yield Credit Rating 010831DQ5 Taxable Muni ALAMEDA CNTY CA 3.095% 6/01/23 04/24/2018 06/01/2023 133,524.81 136,653.40 3,128.59 2.61 3.100 2.953892553 AA+ 023135AJ5 Credit AMAZON COM INC 2.500% 11/29/22 11/29/2012 11/29/2022 08/29/2022 308,401.74 308,322.00 -79.74 156.19 2.500 2.441453935 AA 023135BP0 Credit AMAZON COM INC SR NT 0.400% 6/03/23 06/03/2020 06/03/2023 269,622.00 270,245.70 623.70 666.67 0.400 0.399692237 AA 023135BW5 Credit AMAZON COM INC 0.450% 5/12/24 05/12/2021 05/12/2024 254,627.70 254,436.45 -191.25 84.00 0.450 0.451249962 AA 037833DL1 Credit APPLE INC 1.700% 9/11/22 09/11/2019 09/11/2022 524,910.75 534,234.75 9,324.00 203.13 1.700 1.671270854 AA+ 037833DV9 Credit APPLE INC 0.750% 5/11/23 05/11/2020 05/11/2023 194,469.60 196,704.30 2,234.70 2,727.08 0.750 0.744180508 AA+ 05588CAC6 Asset-Backed BMW VEHICLE OWNER 1.920% 1/25/24 09/18/2019 01/25/2024 249,824.75 252,306.94 2,482.19 7,514.87 1.920 1.904648533 AAA 06050TMJ8 Credit BANK OF AMERICA MTN 3.335% 1/25/23 01/25/2019 01/25/2023 01/25/2022 520,000.00 528,585.20 8,585.20 2,374.17 3.340 3.291973901 A+ 06051GJR1 Credit BK OF AMERICA MTN 0.976% 4/22/25 04/22/2021 04/22/2025 04/22/2024 235,000.00 235,754.35 754.35 693.33 0.980 0.972654070 A- 06406RAK3 Credit BANK OF NY MTN 1.950% 8/23/22 08/23/2019 08/23/2022 99,968.00 101,918.00 1,950.00 439.61 1.950 1.915953506 A 06406RAM9 Credit BANK OF NY MTN 1.850% 1/27/23 01/28/2020 01/27/2023 01/02/2023 299,790.00 306,996.00 7,206.00 277.76 1.850 1.810087569 A 072024WN8 Taxable Muni BAY AREA CA TOLL 2.184% 4/01/23 09/26/2019 04/01/2023 680,000.00 701,073.20 21,073.20 190.52 2.180 2.121418164AA 088006JW2 Taxable Muni BEVERLY HILLS CA 0.373% 6/01/22 10/15/2020 06/01/2022 330,000.00 330,419.10 419.10 212.00 0.370 0.372545494 AA+ 13032UUZ9 Taxable Muni CALIFORNIA ST HLTH 1.893% 6/01/22 11/25/2019 06/01/2022 520,000.00 527,872.80 7,872.80 2,139.75 1.890 1.868153558 AA- 13063BFS6 Taxable Muni CALIFORNIA ST BUILD 6.650% 3/01/22 04/01/2010 03/01/2022 205,120.83 219,044.70 9,044.70 25.28 6.650 6.428909792 AA- 13066YTZ2 Taxable Muni CALIFORNIA ST DEPT 2.000% 5/01/22 09/28/2016 05/01/2022 300,502.79 304,527.00 4,024.21 1,148.60 2.000 1.974197242 AA+ 13077DMJ8 Taxable Muni CALIFORNIA ST UNIV 0.475% 11/01/23 09/17/2020 11/01/2023 150,000.00 149,811.00 -189.00 3,888.49 0.480 0.473735127 AA- 14043MAC5 Asset-Backed CAPTIAL ONE PRIME 1.600% 11/15/24 02/19/2020 11/15/2024 289,938.35 293,912.10 3,973.75 329.25 1.600 1.581496491 AAA 144141DC9 Credit PROG ENERGY CAROLINA 2.800% 5/15/22 05/18/2012 05/15/2022 02/15/2022 251,146.70 253,970.00 2,823.30 174.46 2.800 2.765322851 A 166756AJ5 Credit CHEVRON USA INC 0.426% 8/11/23 08/12/2020 08/11/2023 115,000.00 115,127.65 127.65 125.33 0.430 0.425553169 AA- 166764AU4 Credit CHEVRON CORP 0.71425% 3/03/22 03/03/2015 03/03/2022 500,964.36 501,605.00 640.64 839.17 0.660 0.712355335 AA- 20772JKP6 Taxable Muni CONNECTICUT ST 2.401% 10/15/21 11/16/2012 10/15/2021 120,048.04 120,753.60 705.56 2,208.33 2.400 2.393245883 A+ 20772KGM5 Taxable Muni CONNECTICUT ST SER A 2.921% 4/15/23 04/11/2019 04/15/2023 300,902.33 313,608.00 12,705.67 0.00 2.920 2.804043352 A+ 20772KJU4 Taxable Muni CONNECTICUT ST 2.500% 7/01/22 06/11/2020 07/01/2022 121,480.10 122,713.20 1,233.10 894.44 2.500 2.452880172 A+ 212204JC6 Taxable Muni CONTRA COSTA CA 1.652% 8/01/22 09/12/2019 08/01/2022 300,000.00 304,845.00 4,845.00 8,550.28 1.650 1.628982478 AA+ 250847EJ5 Credit DETROIT EDISON CO 2.650% 6/15/22 06/22/2012 06/15/2022 181,037.27 182,986.20 1,948.93 7,272.22 2.650 2.614288815 A 26208VAD8 Asset-Backed DRIVE AUTO 0.830% 5/15/24 06/17/2020 05/15/2024 89,996.56 90,194.40 197.84 5,124.17 0.830 0.828814795 AAA 262108AD5 Asset-Backed DRIVE AUTO 0.650% 7/15/25 04/21/2021 07/15/2025 249,976.95 250,415.00 438.05 3,626.15 0.650 0.647855598 AA 30231GBB7 Credit EXXON MOBIL 1.902% 8/16/22 08/16/2019 08/16/2022 300,000.00 305,568.00 5,568.00 3,682.40 1.900 1.869140510 AA- 3130AKXQ4 Agencies F H L B DEB 0.600% 2/12/2026 02/12/2021 02/12/2026 559,608.00 553,095.20 -6,512.80 79.95 0.600 0.603791813 AA+ 3134GXDZ4 Agencies F H L M C M T N 0.450% 11/25/24 11/25/2020 11/25/2024 11/25/2022 300,000.00 298,359.00 -1,641.00 206.22 0.450 0.449932510 N/A 3136AKQM8 Mortgage-Backed F N M A GTD REMIC 3.056% 6/25/24 07/01/2014 06/25/2024 426,706.34 426,001.26 -705.08 72.22 3.060 2.895447439N/A 3136B1XP4 Mortgage-Backed F N M A GTD REMIC 3.55998% 9/25/21 04/01/2018 09/25/2021 4,244.34 4,242.60 -1.74 33.20 3.560 3.559163792 N/A 3137ATRW4 Mortgage-Backed F H L M C MULTICLASS 2.373% 5/25/22 09/01/2012 05/25/2022 189,595.87 192,019.13 2,423.26 184.97 2.370 2.345023865 N/A 3137B1U75 Mortgage-Backed F H L M C MLTCL MTG 2.522% 1/25/23 05/07/2013 01/25/2023 129,594.65 131,947.26 2,352.61 210.22 2.520 2.477626116 N/A 3137B36J2 Mortgage-Backed F H L M C MLTCL MT 3.320% 2/25/23 07/01/2013 02/25/2023 490,302.89 500,808.00 10,505.11 162.72 3.320 3.197011372 N/A 3137B4GY6 Mortgage-Backed F H L M C MLTCL MT 3.30996% 5/25/23 09/01/2013 05/25/2023 537,679.08 536,219.10 -1,459.98 114.49 3.310 3.162039779 N/A 3137B4WB8 Mortgage-Backed F H L M C MLTCL MTG 3.060% 7/25/23 10/01/2013 07/25/2023 504,887.33 513,877.70 8,990.37 0.00 3.060 2.928201644N/A 3137FYUR5 Mortgage-Backed F H L M C MLTCL 0.20136% 8/26/24 05/07/2021 08/26/2024 299,968.74 299,968.74 0.00 182.37 0.220 0.201360600 N/A 31846V203 Cash FIRST AM GOVT OB FD CL Y 599,467.47 599,467.47 0.00 335.29 0.000 0.005986000 365298Y28 Taxable Muni GARDEN GROVE CA 1.875% 8/01/21 10/16/2019 08/01/2021 300,000.00 300,390.00 390.00 3,712.80 1.880 1.875000000 N/R 378460YB9 Taxable Muni GLENDALE CA 1.041% 9/01/22 06/02/2020 09/01/2022 330,000.00 332,937.00 2,937.00 102.57 1.040 1.031714569 N/A 419792YL4 Taxable Muni HAWAII ST SER FX 2.770% 1/01/22 02/21/2019 01/01/2022 190,000.00 192,432.00 2,432.00 4,655.00 2.770 2.743769563 AA+ 43815NAC8 Asset-Backed HONDA AUTO 1.780% 8/15/23 08/27/2019 08/15/2023 233,807.45 235,962.77 2,155.32 1,000.00 1.780 1.764647566 AAA 440452AG5 Credit HORMEL FOODS CORP 0.650% 6/03/24 06/03/2021 06/03/2024 06/03/2022 49,991.00 50,109.00 118.00 820.30 0.650 0.649039422 A 46647PBB1 Credit JPMORGAN CHASE CO 3.207% 4/01/23 03/22/2019 04/01/2023 04/01/2022 485,000.00 495,529.35 10,529.35 118.75 3.210 3.151904706 A- 46647PBZ8 Credit JPMORGAN CHASE CO 0.697% 3/16/24 03/16/2021 03/16/2024 03/16/2023 565,000.00 566,717.60 1,717.60 608.25 0.700 0.694901398 A- 47789JAD8 Asset-Backed JOHN DEERE OWNER 2.910% 7/17/23 03/13/2019 07/17/2023 125,800.51 127,269.14 1,468.63 1,500.00 2.910 2.878566059 N/A 47789KAC7 Asset-Backed JOHN DEERE OWNER 1.100% 8/15/24 03/11/2020 08/15/2024 429,973.73 433,328.20 3,354.47 1,849.97 1.100 1.091378113 N/A 544290JH3 Taxable Muni LOS ALTOS CA 1.000% 10/01/24 06/10/2021 10/01/2024 487,070.40 485,040.00 -2,030.40 2,065.00 1.000 0.988161821 AA+ 5445872S6 Taxable Muni LOS ANGELES CA MUN 0.683% 11/01/24 03/04/2021 11/01/2024 230,000.00 227,833.40 -2,166.60 2,343.75 0.680 0.687863193 AA- 544587Y28 Taxable Muni LOS ANGELES CA 0.515% 11/01/22 08/20/2020 11/01/2022 325,000.00 324,948.00 -52.00 1,145.10 0.520 0.514943356 AA- 57582RF76 Taxable Muni MASSACHUSETTS ST 0.386% 7/01/22 07/09/2020 07/01/2022 210,000.00 210,558.60 558.60 2,631.50 0.390 0.385187255 AA 58770FAC6 Asset-Backed MERCEDES BENZ AUTO 1.840% 12/15/22 01/29/2020 12/15/2022 139,981.55 141,026.20 1,044.65 280.00 1.840 1.829898958 AAA 61747YEA9 Credit MORGAN STANLEY 0.790% 5/30/25 06/01/2021 05/30/2025 265,000.00 264,064.55 -935.45 278.96 0.790 0.793324028 BBB+ 61772BAA1 Credit MORGAN STANLEY 0.731% 4/05/24 04/22/2021 04/05/2024 03/05/2024 235,000.00 235,493.50 493.50 510.54 0.730 0.729082513 BBB+ 62451FKF6 Taxable Muni MOUNTAIN VIEW CA 1.043% 9/01/22 05/19/2020 09/01/2022 250,000.00 252,465.00 2,465.00 405.30 1.040 1.033778694 AA+ Payden & Rygel Operating Portfolio by Investment Category for Quarter ended June 30, 2021 ATTACHMENT 15 49 Account Number: 001050990415 Name: RIVERSIDE COUNTY TRANS COMM CUSIP Security Type Category Issuer Trade Date Final Maturity2 Next Call Date Original Cost Base Market Value Unrealized Gain/Loss Accrued Income Coupon Yield Credit Rating Payden & Rygel Operating Portfolio by Investment Category for Quarter ended June 30, 2021 64990FD43 Taxable Muni NEW YORK ST 0.887% 3/15/25 06/23/2021 03/15/2025 400,000.00 399,660.00 -340.00 869.17 0.890 0.887941218 AA+ 654106AH6 Credit NIKE INC SR NT 2.400% 3/27/25 03/27/2020 03/27/2025 02/27/2025 19,972.80 21,158.40 1,185.60 78.84 2.400 2.273696177 AA- 693304AP2 Credit PECO ENERGY CO 2.375% 9/15/22 09/17/2012 09/15/2022 06/15/2022 120,593.12 122,356.80 1,763.68 1,517.57 2.380 2.335070298 A 69351UAY9 Credit PPL ELEC UTILS 0.00001% 6/24/24 06/24/2021 06/24/2024 06/24/2022 200,000.00 200,062.00 62.00 146.77 0.380 0.000009993A 717081EM1 Credit PFIZER INC 3.000% 9/15/21 09/07/2018 09/15/2021 249,662.50 251,447.50 1,785.00 455.63 3.000 2.993922338 A+ 76913CAX7 Taxable Muni RIVERSIDE CNTY CA 2.363% 2/15/23 05/06/2020 02/15/2023 170,000.00 175,023.50 5,023.50 3,412.94 2.360 2.299622406 AA 786134WD4 Taxable Muni SACRAMENTO CNTY CA 0.629% 12/01/22 07/14/2020 12/01/2022 280,000.00 280,784.00 784.00 2,708.33 0.630 0.627224953 AA 796720ME7 Taxable Muni SAN BERNARDINO CA 1.883% 8/01/22 12/12/2019 08/01/2022 435,000.00 443,108.40 8,108.40 1,264.13 1.880 1.852945228 AA 796720NP1 Taxable Muni SAN BERNARDINO CA 0.729% 8/01/23 07/07/2020 08/01/2023 150,000.00 151,228.50 1,228.50 3,958.33 0.730 0.723429592 AA 797299LT9 Taxable Muni SAN DIEGO CA PUBLIC 2.994% 10/15/21 06/21/2018 10/15/2021 200,000.00 201,512.00 1,512.00 2,676.80 2.990 2.982012311 AA- 79730WAY6 Taxable Muni SAN DIEGO CA 3.250% 9/01/22 01/28/2016 09/01/2022 253,935.91 258,667.50 4,731.59 343.75 3.250 3.152279340 AA 79770GGP5 Taxable Muni SAN FRANCISCO CA 2.375% 8/01/22 11/30/2017 08/01/2022 404,101.51 409,184.00 5,082.49 3,445.75 2.380 2.327746741 AA- 801096AP3 Taxable Muni SANTA ANA CA CMNTY 3.346% 9/01/21 11/08/2018 09/01/2021 240,000.00 241,250.40 1,250.40 974.95 3.350 3.342757525 AA 80136PCY7 Taxable Muni SANTA BARBARA CA 3.300% 12/01/21 11/28/2018 12/01/2021 125,000.00 126,476.25 1,476.25 1,195.56 3.300 3.273842002 AA 80285WAD9 Asset-Backed SANTANDER DRIVE 0.00001% 7/15/24 09/23/2020 07/15/2024 329,968.45 330,333.30 364.85 721.88 0.520 0.000009991 N/A 835569GP3 Taxable Muni SONOMA CNTY CA 1.969% 8/01/22 11/12/2019 08/01/2022 420,000.00 428,034.60 8,034.60 17.15 1.970 1.936200759 AA 842475P58 Taxable Muni SOUTHERN CALIF CA 0.527% 7/01/23 09/24/2020 07/01/2023 370,000.00 370,381.10 381.10 1,328.00 0.530 0.526105620 AA- 86787EAY3 Credit SUNTRUST BANK 3.689% 8/02/24 07/26/2018 08/02/2024 08/02/2023 598,847.20 597,060.80 -1,786.40 1,406.73 3.690 3.469159371 A 89238UAD2 Asset-Backed TOYOTA AUTO 1.910% 9/15/23 08/14/2019 09/15/2023 214,832.83 216,905.60 2,072.77 271.77 1.910 1.893000852 AAA 90331HPF4 Credit US BANK NA MTN 1.950% 1/09/23 12/09/2019 01/09/2023 12/09/2022 549,538.00 563,194.50 13,656.50 1,249.50 1.950 1.907370274 AA- 911759MU9 Agencies U S DEPT HSG & URB 2.570% 8/01/21 03/28/2019 08/01/2021 100,000.00 100,210.00 210.00 374.26 2.570 2.570000000 N/A 91282CBA8 Treasuries U S TREASURY NT 0.125% 12/15/23 12/15/2020 12/15/2023 7,291,800.09 7,271,476.30 -18,712.76 1,028.79 0.130 0.125504528 N/A 91282CBD2 Treasuries U S TREASURY NT 0.125% 12/31/22 12/31/2020 12/31/2022 4,158,492.91 4,156,422.40 -2,338.26 12.57 0.130 0.125023755 N/A 91282CBE0 Treasuries U S TREASURY NT 0.125% 1/15/24 01/15/2021 01/15/2024 4,767,073.54 4,746,111.25 -21,054.77 1,297.33 0.130 0.125568827 N/A 91282CBG5 Treasuries U S TREASURY NT 0.125% 1/31/23 01/31/2021 01/31/2023 8,051,646.79 8,042,111.00 -9,583.86 135.00 0.130 0.125043765 N/A 91282CBR1 Treasuries U S TREASURY NT 0.250% 3/15/24 03/15/2021 03/15/2024 977,845.32 976,099.60 -1,745.72 1,070.83 0.250 0.250568791N/A 91282CBU4 Treasuries U S TREASURY NT 0.125% 3/31/23 03/31/2021 03/31/2023 4,147,956.65 4,143,692.00 -4,264.65 2,753.54 0.130 0.125102584 N/A 91282CCC3 Treasuries U S TREASURY NT 0.250% 5/15/24 05/15/2021 05/15/2024 978,698.44 974,639.40 -4,059.04 4,197.34 0.250 0.250930954N/A 91324PDM1 Credit UNITEDHEALTH GROUP 3.500% 2/15/24 12/17/2018 02/15/2024 595,226.50 592,207.00 -3,019.50 1,303.96 3.500 3.263281556 A+ 91412HDJ9 Taxable Muni UNIV OF CA 3.283% 5/15/22 06/05/2018 05/15/2022 285,307.31 292,472.70 7,165.39 399.45 3.280 3.211291853 AA- 916544ER6 Taxable Muni UPPER SANTA CLARA CA 0.525% 8/01/22 07/23/2020 08/01/2022 330,000.00 331,280.40 1,280.40 14.13 0.530 0.523236692 AA 94988J5T0 Credit WELLS FARGO MTN 3.625% 10/22/21 10/23/2018 10/22/2021 09/21/2021 529,941.70 533,996.20 4,054.50 719.02 3.630 3.614265631 A+ 94988J6A0 Credit WELLS FARGO MTN 2.082% 9/09/22 09/11/2019 09/09/2022 09/09/2021 550,000.00 551,831.50 1,831.50 312.91 2.080 2.079920080 A+ 55,485,374.55 55,647,091.71 158,040.72 122,842.38 50 Account Number: 001050990415 Name: RIVERSIDE COUNTY TRANS COMM Transaction Date Trade Date Settlement Date CUSIP Description Units Price Commissions SEC Fees Miscellaneous Fees Net Cash Amount Federal Tax Cost Amount Short Term Gain/Loss Amount Long Term Gain/Loss Amount 04/01/2021 072024WN8 INTEREST EARNED ON BAY AREA CA TOLL 2.184% 4/01/23 $1 PV ON 680000.0000 SHARES DUE 4/1/2021 0.00 - - - - 7,425.60 - - - 04/01/2021 13063DGA0 INTEREST EARNED ON CALIFORNIA ST 2.800% 4/01/21 $1 PV ON 500000.0000 SHARES DUE 4/1/2021 0.00 - - - - 7,000.00 - - - 04/01/2021 04/01/2021 04/01/2021 13063DGA0 MATURED PAR VALUE OF CALIFORNIA ST 2.800% 4/01/21 500,000 PAR VALUE AT 100 %-500,000.00 1.00 - - - 500,000.00 (500,000.00) - - 04/01/2021 04/01/2021 04/01/2021 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 1,006,160.35 1.00 - - - (1,006,160.35) 1,006,160.35 - - 04/01/2021 31846V203 INTEREST EARNED ON FIRST AM GOVT OB FD CL Y UNIT ON 0.0000 SHARES DUE 3/31/2021 INTEREST FROM 3/1/21 TO 3/31/21 0.00 - - - - 5.11 - - - 04/01/2021 03/30/2021 04/01/2021 41284WAC4 SOLD PAR VALUE OF HARLEY DAVIDSON 2.340% 2/15/24 /WELLS FARGO SECURITIES, LLC/477,713.45 PAR VALUE AT 101.2031271 %-477,713.45 1.01 - - - 483,460.95 (477,676.47) - 5,784.48 04/01/2021 04/01/2021 41284WAC4 RECEIVED ACCRUED INTEREST ON SALE OF HARLEY DAVIDSON 2.340% 2/15/24 0.00 - - - - 496.82 - - - 04/01/2021 46647PBB1 INTEREST EARNED ON JPMORGAN CHASE CO 3.207% 4/01/23 $1 PV ON 485000.0000 SHARES DUE 4/1/2021 0.00 - - - - 7,776.98 - - - 04/05/2021 04/05/2021 04/05/2021 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -558,609.16 1.00 - - - 558,609.16 (558,609.16) - - 04/05/2021 04/01/2021 04/05/2021 91282CBR1 PURCHASED PAR VALUE OF U S TREASURY NT 0.250% 3/15/24 /CITIGROUP GLOBAL MARKETS INC./560,000 PAR VALUE AT 99.73828214 %560,000.00 1.00 - - - (558,534.38) 558,534.38 - - 04/05/2021 04/05/2021 91282CBR1 PAID ACCRUED INTEREST ON PURCHASE OF U S TREASURY NT 0.250% 3/15/24 0.00 - - - - (79.89) - - - 04/07/2021 04/07/2021 04/07/2021 41284WAC4 DISTRIBUTED PAR VALUE OF HARLEY DAVIDSON 2.340% 2/15/24 VALUED AT 0.01 -0.01 - - - - - (0.01) - - 04/12/2021 3130ALJZ8 INTEREST EARNED ON F H L B DEB 0.500% 3/12/24 $1 PV ON 560000.0000 SHARES DUE 4/12/2021 0.00 - - - - 129.63 - - - 04/12/2021 04/12/2021 04/12/2021 3130ALJZ8 PAID DOWN PAR VALUE OF F H L B DEB 0.500% 3/12/24 PRO RATA CALL -311,111.11 62.68 - - - 311,111.11 (311,111.11) - - 04/12/2021 04/12/2021 04/12/2021 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 311,240.74 1.00 - - - (311,240.74) 311,240.74 - - 04/15/2021 14043MAC5 INTEREST EARNED ON CAPTIAL ONE PRIME 1.600% 11/15/24 $1 PV ON 386.6700 SHARES DUE 4/15/2021 $0.00133/PV ON 290,000.00 PV DUE 4/15/21 0.00 - - - - 386.67 - - - 04/15/2021 20772JKP6 INTEREST EARNED ON CONNECTICUT ST 2.401% 10/15/21 $1 PV ON 120000.0000 SHARES DUE 4/15/2021 0.00 - - - - 1,440.60 - - - 04/15/2021 20772JKP6 AMORTIZED PREMIUM ON CONNECTICUT ST 2.401% 10/15/21 CURRENT YEAR AMORTIZATION 0.00 - - - - - (25.48) - - 04/15/2021 20772KGM5 INTEREST EARNED ON CONNECTICUT ST SER A 2.921% 4/15/23 $1 PV ON 300000.0000 SHARES DUE 4/15/2021 0.00 - - - - 4,381.50 - - - 04/15/2021 20772KGM5 AMORTIZED PREMIUM ON CONNECTICUT ST SER A 2.921% 4/15/23 CURRENT YEAR AMORTIZATION 0.00 - - - - - (124.34) - - 04/15/2021 26208VAD8 INTEREST EARNED ON DRIVE AUTO 0.830% 5/15/24 $1 PV ON 62.2500 SHARES DUE 4/15/2021 $0.00069/PV ON 90,000.00 PV DUE 4/15/21 0.00 - - - - 62.25 - - - 04/15/2021 04/15/2021 04/15/2021 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 540.92 1.00 - - - (540.92) 540.92 - - 04/15/2021 04/15/2021 04/15/2021 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 27,413.03 1.00 - - - (27,413.03) 27,413.03 - - 04/15/2021 43815NAC8 INTEREST EARNED ON HONDA AUTO 1.780% 8/15/23 $1 PV ON 370.8300 SHARES DUE 4/15/2021 $0.00148/PV ON 250,000.00 PV DUE 4/15/21 0.00 - - - - 370.83 - - - 04/15/2021 47789JAD8 INTEREST EARNED ON JOHN DEERE OWNER 2.910% 7/17/23 $1 PV ON 424.0000 SHARES DUE 4/15/2021 $0.00242/PV ON 174,843.56 PV DUE 4/15/21 0.00 - - - - 424.00 - - - 04/15/2021 04/15/2021 04/15/2021 47789JAD8 PAID DOWN PAR VALUE OF JOHN DEERE OWNER 2.910% 7/17/23 -16,307.84 - - - - 16,307.84 (16,305.84) - 2.00 04/15/2021 47789KAC7 INTEREST EARNED ON JOHN DEERE OWNER 1.100% 8/15/24 $1 PV ON 394.1700 SHARES DUE 4/15/2021 $0.00092/PV ON 430,000.00 PV DUE 4/15/21 0.00 - - - - 394.17 - - - 04/15/2021 58769TAD7 INTEREST EARNED ON MERCEDES BENZ 1.940% 3/15/24 $1 PV ON 436.5000 SHARES DUE 4/15/2021 $0.00162/PV ON 270,000.00 PV DUE 4/15/21 0.00 - - - - 436.50 - - - 04/15/2021 58770FAC6 INTEREST EARNED ON MERCEDES BENZ AUTO 1.840% 12/15/22 $1 PV ON 214.6700 SHARES DUE 4/15/2021 $0.00153/PV ON 140,000.00 PV DUE 4/15/21 0.00 - - - - 214.67 - - - 04/15/2021 797299LT9 INTEREST EARNED ON SAN DIEGO CA PUBLIC 2.994% 10/15/21 $1 PV ON 200000.0000 SHARES DUE 4/15/2021 0.00 - - - - 2,994.00 - - - 04/15/2021 80285WAD9 INTEREST EARNED ON SANTANDER DRIVE 0.00001% 7/15/24 $1 PV ON 143.0000 SHARES DUE 4/15/2021 $0.00043/PV ON 330,000.00 PV DUE 4/15/21 0.00 - - - - 143.00 - - - 04/15/2021 89238UAD2 INTEREST EARNED ON TOYOTA AUTO 1.910% 9/15/23 $1 PV ON 397.9200 SHARES DUE 4/15/2021 $0.00159/PV ON 250,000.00 PV DUE 4/15/21 0.00 - - - - 397.92 - - - 04/19/2021 04/19/2021 04/19/2021 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 258,906.27 1.00 - - - (258,906.27) 258,906.27 - - 04/19/2021 04/16/2021 04/19/2021 91282CBE0 SOLD PAR VALUE OF U S TREASURY NT 0.125% 1/15/24 /CITIGROUP GLOBAL MARKETS INC./260,000 PAR VALUE AT 99.54687692 %-260,000.00 1.00 - - - 258,821.88 (259,502.35) (680.47) - 04/19/2021 04/19/2021 91282CBE0 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 0.125% 1/15/24 0.00 - - - - 84.39 - - - 04/20/2021 04/20/2021 04/20/2021 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 234,953.95 1.00 - - - (234,953.95) 234,953.95 - - 04/20/2021 91282CBG5 AMORTIZED PREMIUM ON U S TREASURY NT 0.125% 1/31/23 CURRENT YEAR AMORTIZATION 0.00 - - - - - (198.97) - - Payden & Rygel Operating Portfolio Transaction Report Quarter ended June 30, 2021 Page 37 of 43 ATTACHMENT 16 51 Account Number: 001050990415 Name: RIVERSIDE COUNTY TRANS COMM Transaction Date Trade Date Settlement Date CUSIP Description Units Price Commissions SEC Fees Miscellaneous Fees Net Cash Amount Federal Tax Cost Amount Short Term Gain/Loss Amount Long Term Gain/Loss Amount Payden & Rygel Operating Portfolio Transaction Report Quarter ended June 30, 2021 04/20/2021 04/19/2021 04/20/2021 91282CBG5 SOLD PAR VALUE OF U S TREASURY NT 0.125% 1/31/23 /CITIGROUP GLOBAL MARKETS INC./235,000 PAR VALUE AT 99.9531234 %-235,000.00 1.00 - - - 234,889.84 (235,000.00) (110.16) - 04/20/2021 04/20/2021 91282CBG5 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 0.125% 1/31/23 0.00 - - - - 64.11 - - - 04/21/2021 04/13/2021 04/21/2021 262108AD5 PURCHASED PAR VALUE OF DRIVE AUTO 0.650% 7/15/25 /J.P. MORGAN SECURITIES LLC/250,000 PAR VALUE AT 99.99078 %250,000.00 1.00 - - - (249,976.95) 249,976.95 - - 04/21/2021 04/21/2021 04/21/2021 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -1,096,348.53 1.00 - - - 1,096,348.53 (1,096,348.53) - - 04/21/2021 04/20/2021 04/21/2021 91282CBE0 SOLD PAR VALUE OF U S TREASURY NT 0.125% 1/15/24 /BMO CAPITAL MARKETS CORP/BONDS/2,230,000 PAR VALUE AT 99.62109372 %-2,230,000.00 1.00 - - - 2,221,550.39 (2,226,261.72) (4,711.33) - 04/21/2021 04/21/2021 91282CBE0 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 0.125% 1/15/24 0.00 - - - - 739.23 - - - 04/21/2021 04/20/2021 04/21/2021 91282CBU4 PURCHASED PAR VALUE OF U S TREASURY NT 0.125% 3/31/23 /RBC CAPITAL MARKETS, LLC/3,070,000 PAR VALUE AT 99.94921889 %3,070,000.00 1.00 - - - (3,068,441.02) 3,068,441.02 - - 04/21/2021 04/21/2021 91282CBU4 PAID ACCRUED INTEREST ON PURCHASE OF U S TREASURY NT 0.125% 3/31/23 0.00 - - - - (220.18) - - - 04/22/2021 04/16/2021 04/22/2021 06051GJR1 PURCHASED PAR VALUE OF BK OF AMERICA MTN 0.976% 4/22/25 /BOFA SECURITIES, INC./FXD INC/235,000 PAR VALUE AT 100 %235,000.00 1.00 - - - (235,000.00) 235,000.00 - - 04/22/2021 04/22/2021 04/22/2021 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -187,011.82 1.00 - - - 187,011.82 (187,011.82) - - 04/22/2021 04/20/2021 04/22/2021 58769TAD7 SOLD PAR VALUE OF MERCEDES BENZ 1.940% 3/15/24 /BARCLAYS CAPITAL INC. FIXED IN/270,000 PAR VALUE AT 101.21484444 %-270,000.00 1.01 - - - 273,280.08 (269,962.82) - 3,317.26 04/22/2021 04/22/2021 58769TAD7 RECEIVED ACCRUED INTEREST ON SALE OF MERCEDES BENZ 1.940% 3/15/24 0.00 - - - - 101.85 - - - 04/22/2021 04/19/2021 04/22/2021 61772BAA1 PURCHASED PAR VALUE OF MORGAN STANLEY 0.731% 4/05/24 /MORGAN STANLEY & CO. LLC/235,000 PAR VALUE AT 100 %235,000.00 1.00 - - - (235,000.00) 235,000.00 - - 04/22/2021 94988J5T0 INTEREST EARNED ON WELLS FARGO MTN 3.625% 10/22/21 $1 PV ON 530000.0000 SHARES DUE 4/22/2021 0.00 - - - - 9,606.25 - - - 04/26/2021 05588CAC6 INTEREST EARNED ON BMW VEHICLE OWNER 1.920% 1/25/24 $1 PV ON 514.4900 SHARES DUE 4/25/2021 $0.00160/PV ON 321,555.65 PV DUE 4/25/21 0.00 - - - - 514.49 - - - 04/26/2021 04/25/2021 04/26/2021 05588CAC6 PAID DOWN PAR VALUE OF BMW VEHICLE OWNER 1.920% 1/25/24 -26,621.31 - - - - 26,621.31 (26,617.73) - 3.58 04/26/2021 3136AKQM8 INTEREST EARNED ON F N M A GTD REMIC 3.056% 6/25/24 $1 PV ON 1034.5200 SHARES DUE 4/25/2021 $0.00255/PV ON 406,224.65 PV DUE 4/25/21 0.00 - - - - 1,034.52 - - - 04/26/2021 3136AKQM8 AMORTIZED PREMIUM ON F N M A GTD REMIC 3.056% 6/25/24 CURRENT YEAR AMORTIZATION 0.00 - - - - - (646.49) - - 04/26/2021 04/25/2021 04/26/2021 3136AKQM8 PAID DOWN PAR VALUE OF F N M A GTD REMIC 3.056% 6/25/24 -730.05 - - - - 730.05 (773.41) (43.36) - 04/26/2021 3136B1XP4 INTEREST EARNED ON F N M A GTD REMIC 3.560% 9/25/21 $1 PV ON 86.5300 SHARES DUE 4/25/2021 $0.00297/PV ON 29,166.87 PV DUE 4/25/21 0.00 - - - - 86.53 - - - 04/26/2021 3136B1XP4 AMORTIZED PREMIUM ON F N M A GTD REMIC 3.560% 9/25/21 CURRENT YEAR AMORTIZATION 0.00 - - - - - (14.46) - - 04/26/2021 04/25/2021 04/26/2021 3136B1XP4 PAID DOWN PAR VALUE OF F N M A GTD REMIC 3.560% 9/25/21 -13,716.90 - - - - 13,716.90 (13,750.46) - (33.56) 04/26/2021 3137ATRW4 INTEREST EARNED ON F H L M C MULTICLASS 2.373% 5/25/22 $1 PV ON 375.7300 SHARES DUE 4/25/2021 $0.00198/PV ON 190,000.00 PV DUE 4/25/21 0.00 - - - - 375.73 - - - 04/26/2021 3137ATRW4 AMORTIZED PREMIUM ON F H L M C MULTICLASS 2.373% 5/25/22 CURRENT YEAR AMORTIZATION 0.00 - - - - - (31.49) - - 04/26/2021 3137B1U75 INTEREST EARNED ON F H L M C MLTCL MTG 2.522% 1/25/23 $1 PV ON 274.3900 SHARES DUE 4/25/2021 $0.00210/PV ON 130,556.19 PV DUE 4/25/21 0.00 - - - - 274.39 - - - 04/26/2021 3137B1U75 AMORTIZED PREMIUM ON F H L M C MLTCL MTG 2.522% 1/25/23 CURRENT YEAR AMORTIZATION 0.00 - - - - - (15.35) - - 04/26/2021 04/25/2021 04/26/2021 3137B1U75 PAID DOWN PAR VALUE OF F H L M C MLTCL MTG 2.522% 1/25/23 -406.62 - - - - 406.62 (407.61) - (0.99) 04/26/2021 3137B36J2 INTEREST EARNED ON F H L M C MLTCL MT 3.320% 2/25/23 $1 PV ON 1328.0000 SHARES DUE 4/25/2021 $0.00277/PV ON 480,000.00 PV DUE 4/25/21 0.00 - - - - 1,328.00 - - - 04/26/2021 3137B36J2 AMORTIZED PREMIUM ON F H L M C MLTCL MT 3.320% 2/25/23 CURRENT YEAR AMORTIZATION 0.00 - - - - - (523.59) - - 04/26/2021 3137B4GY6 INTEREST EARNED ON F H L M C MLTCL MT 3.30996% 5/25/23 $1 PV ON 1406.7300 SHARES DUE 4/25/2021 $0.00276/PV ON 510,000.00 PV DUE 4/25/21 0.00 - - - - 1,406.73 - - - 04/26/2021 3137B4GY6 AMORTIZED PREMIUM ON F H L M C MLTCL MT 3.30996% 5/25/23 CURRENT YEAR AMORTIZATION 0.00 - - - - - (2,019.50) - - 04/26/2021 3137B4WB8 INTEREST EARNED ON F H L M C MLTCL MTG 3.060% 7/25/23 $1 PV ON 1249.5000 SHARES DUE 4/25/2021 $0.00255/PV ON 490,000.00 PV DUE 4/25/21 0.00 - - - - 1,249.50 - - - 04/26/2021 3137B4WB8 AMORTIZED PREMIUM ON F H L M C MLTCL MTG 3.060% 7/25/23 CURRENT YEAR AMORTIZATION 0.00 - - - - - (607.25) - - 04/26/2021 04/26/2021 04/26/2021 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 5,040.97 1.00 - - - (5,040.97) 5,040.97 - - 04/26/2021 04/26/2021 04/26/2021 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 42,703.80 1.00 - - - (42,703.80) 42,703.80 - - 04/27/2021 TRUST FEES COLLECTED CHARGED FOR PERIOD 03/01/2021 THRU 03/31/2021 COLLECTED BY DISBURSEMENT 0.00 - - - - (579.46) - - - 04/27/2021 04/27/2021 04/27/2021 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -599,655.96 1.00 - - - 599,655.96 (599,655.96) - - Page 38 of 43 52 Account Number: 001050990415 Name: RIVERSIDE COUNTY TRANS COMM Transaction Date Trade Date Settlement Date CUSIP Description Units Price Commissions SEC Fees Miscellaneous Fees Net Cash Amount Federal Tax Cost Amount Short Term Gain/Loss Amount Long Term Gain/Loss Amount Payden & Rygel Operating Portfolio Transaction Report Quarter ended June 30, 2021 04/27/2021 04/23/2021 04/27/2021 91324PDM1 PURCHASED PAR VALUE OF UNITEDHEALTH GROUP 3.500% 2/15/24 /BOFA SECURITIES, INC./FXD INC/550,000 PAR VALUE AT 108.223 %550,000.00 1.08 - - - (595,226.50) 595,226.50 - - 04/27/2021 04/27/2021 91324PDM1 PAID ACCRUED INTEREST ON PURCHASE OF UNITEDHEALTH GROUP 3.500% 2/15/24 0.00 - - - - (3,850.00) - - - 05/03/2021 13066YTY5 INTEREST EARNED ON CALIFORNIA ST DEPT 1.713% 5/01/21 $1 PV ON 942.1500 SHARES DUE 5/1/2021 $0.00857/PV ON 81,635.65 PV DUE 5/ 1/21 0.00 - - - - 942.15 - - - 05/03/2021 05/01/2021 05/01/2021 13066YTY5 MATURED PAR VALUE OF CALIFORNIA ST DEPT 1.713% 5/01/21 81,635.65 PAR VALUE AT 100 %-81,635.65 1.00 - - - 81,635.65 (80,813.58) - 822.07 05/03/2021 13066YTZ2 INTEREST EARNED ON CALIFORNIA ST DEPT 2.000% 5/01/22 $1 PV ON 300000.0000 SHARES DUE 5/1/2021 0.00 - - - - 3,000.00 - - - 05/03/2021 13066YTZ2 AMORTIZED PREMIUM ON CALIFORNIA ST DEPT 2.000% 5/01/22 CURRENT YEAR AMORTIZATION 0.00 - - - - - (162.53) - - 05/03/2021 13077DMJ8 INTEREST EARNED ON CALIFORNIA ST UNIV 0.475% 11/01/23 $1 PV ON 150000.0000 SHARES DUE 5/1/2021 0.00 - - - - 443.33 - - - 05/03/2021 31846V203 INTEREST EARNED ON FIRST AM GOVT OB FD CL Y UNIT ON 0.0000 SHARES DUE 4/30/2021 INTEREST FROM 4/1/21 TO 4/30/21 0.00 - - - - 5.27 - - - 05/03/2021 05/03/2021 05/03/2021 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 81,635.65 1.00 - - - (81,635.65) 81,635.65 - - 05/03/2021 05/03/2021 05/03/2021 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 5,552.46 1.00 - - - (5,552.46) 5,552.46 - - 05/03/2021 544587Y28 INTEREST EARNED ON LOS ANGELES CA 0.515% 11/01/22 $1 PV ON 325000.0000 SHARES DUE 5/1/2021 0.00 - - - - 1,166.98 - - - 05/04/2021 13066YTY5 INTEREST EARNED ON CALIFORNIA ST DEPT 1.713% 5/01/21 $1 PV ON 942.1500 SHARES DUE 5/1/2021 CORRETION ON INTEREST 0.00 - - - - (942.15) - - - 05/04/2021 13066YTY5 INTEREST EARNED ON CALIFORNIA ST DEPT 1.713% 5/01/21 $1 PV ON 81635.6500 SHARES DUE 5/1/2021 0.00 - - - - 699.21 - - - 05/04/2021 05/04/2021 05/04/2021 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -242.94 1.00 - - - 242.94 (242.94) - - 05/04/2021 05/04/2021 05/04/2021 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 280,081.41 1.00 - - - (280,081.41) 280,081.41 - - 05/04/2021 91282CBD2 AMORTIZED PREMIUM ON U S TREASURY NT 0.125% 12/31/22 CURRENT YEAR AMORTIZATION 0.00 - - - - - (1.98) - - 05/04/2021 05/03/2021 05/04/2021 91282CBD2 SOLD PAR VALUE OF U S TREASURY NT 0.125% 12/31/22 /NATWEST MKTS SECS/FIXED INCOME/280,000 PAR VALUE AT 99.984375 %-280,000.00 1.00 - - - 279,956.25 (279,890.62) 65.63 - 05/04/2021 05/04/2021 91282CBD2 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 0.125% 12/31/22 0.00 - - - - 119.89 - - - 05/07/2021 04/27/2021 05/07/2021 3137FYUR5 PURCHASED PAR VALUE OF F H L M C MLTCL 0.00001% 8/26/24 /PNC BANK NA/PNC CAP MARKETS/300,000 PAR VALUE AT 100 %300,000.00 1.00 - - - (300,000.00) 300,000.00 - - 05/07/2021 05/07/2021 05/07/2021 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -300,000.00 1.00 - - - 300,000.00 (300,000.00) - - 05/11/2021 037833DV9 INTEREST EARNED ON APPLE INC 0.750% 5/11/23 $1 PV ON 195000.0000 SHARES DUE 5/11/2021 0.00 - - - - 731.25 - - - 05/11/2021 05/11/2021 05/11/2021 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 254,996.67 1.00 - - - (254,996.67) 254,996.67 - - 05/11/2021 05/10/2021 05/11/2021 91282CBE0 SOLD PAR VALUE OF U S TREASURY NT 0.125% 1/15/24 /NATWEST MKTS SECS/FIXED INCOME/255,000 PAR VALUE AT 99.67187451 %-255,000.00 1.00 - - - 254,163.28 (254,581.64) (418.36) - 05/11/2021 05/11/2021 91282CBE0 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 0.125% 1/15/24 0.00 - - - - 102.14 - - - 05/12/2021 05/10/2021 05/12/2021 023135BW5 PURCHASED PAR VALUE OF AMAZON COM INC 0.450% 5/12/24 /J.P. MORGAN SECURITIES LLC/255,000 PAR VALUE AT 99.854 %255,000.00 1.00 - - - (254,627.70) 254,627.70 - - 05/12/2021 3130ALJZ8 INTEREST EARNED ON F H L B DEB 0.500% 3/12/24 $1 PV ON 207.4100 SHARES DUE 5/12/2021 $0.00250/PV ON 248,888.89 PV DUE 5/12/21 0.00 - - - - 207.41 - - - 05/12/2021 05/12/2021 05/12/2021 3130ALJZ8 PAID DOWN PAR VALUE OF F H L B DEB 0.500% 3/12/24 PRO RATA CALL -248,888.89 - - - - 248,888.89 (248,888.89) - - 05/12/2021 05/12/2021 05/12/2021 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 249,096.30 1.00 - - - (249,096.30) 249,096.30 - - 05/12/2021 05/12/2021 05/12/2021 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -254,627.70 1.00 - - - 254,627.70 (254,627.70) - - 05/17/2021 14043MAC5 INTEREST EARNED ON CAPTIAL ONE PRIME 1.600% 11/15/24 $1 PV ON 386.6700 SHARES DUE 5/15/2021 $0.00133/PV ON 290,000.00 PV DUE 5/15/21 0.00 - - - - 386.67 - - - 05/17/2021 144141DC9 INTEREST EARNED ON PROG ENERGY CAROLINA 2.800% 5/15/22 $1 PV ON 250000.0000 SHARES DUE 5/15/2021 0.00 - - - - 3,500.00 - - - 05/17/2021 144141DC9 AMORTIZED PREMIUM ON PROG ENERGY CAROLINA 2.800% 5/15/22 CURRENT YEAR AMORTIZATION 0.00 - - - - - (556.00) - - 05/17/2021 26208VAD8 INTEREST EARNED ON DRIVE AUTO 0.830% 5/15/24 $1 PV ON 62.2500 SHARES DUE 5/15/2021 $0.00069/PV ON 90,000.00 PV DUE 5/15/21 0.00 - - - - 62.25 - - - 05/17/2021 262108AD5 INTEREST EARNED ON DRIVE AUTO 0.650% 7/15/25 $1 PV ON 117.3600 SHARES DUE 5/15/2021 $0.00047/PV ON 250,000.00 PV DUE 5/15/21 0.00 - - - - 117.36 - - - 05/17/2021 05/17/2021 05/17/2021 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 17,795.79 1.00 - - - (17,795.79) 17,795.79 - - 05/17/2021 05/17/2021 05/17/2021 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 171,575.27 1.00 - - - (171,575.27) 171,575.27 - - 05/17/2021 43815NAC8 INTEREST EARNED ON HONDA AUTO 1.780% 8/15/23 $1 PV ON 370.8300 SHARES DUE 5/15/2021 $0.00148/PV ON 250,000.00 PV DUE 5/15/21 0.00 - - - - 370.83 - - - 05/17/2021 47789JAD8 INTEREST EARNED ON JOHN DEERE OWNER 2.910% 7/17/23 $1 PV ON 384.4500 SHARES DUE 5/15/2021 $0.00242/PV ON 158,535.72 PV DUE 5/15/21 0.00 - - - - 384.45 - - - 05/17/2021 05/15/2021 05/17/2021 47789JAD8 PAID DOWN PAR VALUE OF JOHN DEERE OWNER 2.910% 7/17/23 -19,988.19 2.63 - - - 19,988.19 (19,985.73) - 2.46 Page 39 of 43 53 Account Number: 001050990415 Name: RIVERSIDE COUNTY TRANS COMM Transaction Date Trade Date Settlement Date CUSIP Description Units Price Commissions SEC Fees Miscellaneous Fees Net Cash Amount Federal Tax Cost Amount Short Term Gain/Loss Amount Long Term Gain/Loss Amount Payden & Rygel Operating Portfolio Transaction Report Quarter ended June 30, 2021 05/17/2021 47789KAC7 INTEREST EARNED ON JOHN DEERE OWNER 1.100% 8/15/24 $1 PV ON 394.1700 SHARES DUE 5/15/2021 $0.00092/PV ON 430,000.00 PV DUE 5/15/21 0.00 - - - - 394.17 - - - 05/17/2021 58770FAC6 INTEREST EARNED ON MERCEDES BENZ AUTO 1.840% 12/15/22 $1 PV ON 214.6700 SHARES DUE 5/15/2021 $0.00153/PV ON 140,000.00 PV DUE 5/15/21 0.00 - - - - 214.67 - - - 05/17/2021 80285WAD9 INTEREST EARNED ON SANTANDER DRIVE 0.00001% 7/15/24 $1 PV ON 143.0000 SHARES DUE 5/15/2021 $0.00043/PV ON 330,000.00 PV DUE 5/15/21 0.00 - - - - 143.00 - - - 05/17/2021 89238UAD2 INTEREST EARNED ON TOYOTA AUTO 1.910% 9/15/23 $1 PV ON 397.9200 SHARES DUE 5/15/2021 $0.00159/PV ON 250,000.00 PV DUE 5/15/21 0.00 - - - - 397.92 - - - 05/17/2021 05/15/2021 05/17/2021 89238UAD2 PAID DOWN PAR VALUE OF TOYOTA AUTO 1.910% 9/15/23 -17,254.87 - - - - 17,254.87 (17,254.73) - 0.14 05/17/2021 05/15/2021 05/15/2021 91412G2S3 MATURED PAR VALUE OF UNIV OF CALIFORNIA 2.112% 5/15/21 140,000 PAR VALUE AT 100 %-140,000.00 1.00 - - - 140,000.00 (140,000.00) - - 05/17/2021 91412G2S3 INTEREST EARNED ON UNIV OF CALIFORNIA 2.112% 5/15/21 $1 PV ON 140000.0000 SHARES DUE 5/15/2021 0.00 - - - - 1,478.40 - - - 05/17/2021 91412HDJ9 INTEREST EARNED ON UNIV OF CA 3.283% 5/15/22 $1 PV ON 285000.0000 SHARES DUE 5/15/2021 0.00 - - - - 4,678.28 - - - 05/17/2021 91412HDJ9 AMORTIZED PREMIUM ON UNIV OF CA 3.283% 5/15/22 CURRENT YEAR AMORTIZATION 0.00 - - - - - (104.94) - - 05/20/2021 17325FAY4 AMORTIZED PREMIUM ON CITIBANK NA 2.844% 5/20/22 CURRENT YEAR AMORTIZATION 0.00 - - - - - (379.83) - - 05/20/2021 05/20/2021 05/20/2021 17325FAY4 FULL CALL PAR VALUE OF CITIBANK NA 2.844% 5/20/22 /CALLS/-510,000.00 1.00 - - - 510,000.00 (510,000.00) - - 05/20/2021 17325FAY4 INTEREST EARNED ON CITIBANK NA 2.844% 5/20/22 $1 PV ON 510000.0000 SHARES DUE 5/20/2021 0.00 - - - - 7,252.20 - - - 05/20/2021 05/20/2021 05/20/2021 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 517,252.20 1.00 - - - (517,252.20) 517,252.20 - - 05/25/2021 TRUST FEES COLLECTED CHARGED FOR PERIOD 04/01/2021 THRU 04/30/2021 COLLECTED BY DISBURSEMENT 0.00 - - - - (579.97) - - - 05/25/2021 05588CAC6 INTEREST EARNED ON BMW VEHICLE OWNER 1.920% 1/25/24 $1 PV ON 471.8900 SHARES DUE 5/25/2021 $0.00160/PV ON 294,934.34 PV DUE 5/25/21 0.00 - - - - 471.89 - - - 05/25/2021 05/25/2021 05/25/2021 05588CAC6 PAID DOWN PAR VALUE OF BMW VEHICLE OWNER 1.920% 1/25/24 -23,106.86 - - - - 23,106.86 (23,103.75) - 3.11 05/25/2021 3134GXDZ4 INTEREST EARNED ON F H L M C M T N 0.450% 11/25/24 $1 PV ON 300000.0000 SHARES DUE 5/25/2021 0.00 - - - - 675.00 - - - 05/25/2021 3136AKQM8 INTEREST EARNED ON F N M A GTD REMIC 3.056% 6/25/24 $1 PV ON 1032.6600 SHARES DUE 5/25/2021 $0.00255/PV ON 405,494.60 PV DUE 5/25/21 0.00 - - - - 1,032.66 - - - 05/25/2021 3136AKQM8 AMORTIZED PREMIUM ON F N M A GTD REMIC 3.056% 6/25/24 CURRENT YEAR AMORTIZATION 0.00 - - - - - (624.51) - - 05/25/2021 05/25/2021 05/25/2021 3136AKQM8 PAID DOWN PAR VALUE OF F N M A GTD REMIC 3.056% 6/25/24 -782.14 - - - - 782.14 (827.39) (45.25) - 05/25/2021 3136B1XP4 INTEREST EARNED ON F N M A GTD REMIC 3.560% 9/25/21 $1 PV ON 45.8300 SHARES DUE 5/25/2021 $0.00297/PV ON 15,449.97 PV DUE 5/25/21 0.00 - - - - 45.83 - - - 05/25/2021 3136B1XP4 AMORTIZED PREMIUM ON F N M A GTD REMIC 3.560% 9/25/21 CURRENT YEAR AMORTIZATION 0.00 - - - - - (7.41) - - 05/25/2021 05/25/2021 05/25/2021 3136B1XP4 PAID DOWN PAR VALUE OF F N M A GTD REMIC 3.560% 9/25/21 -2,151.56 - - - - 2,151.56 (2,155.79) - (4.23) 05/25/2021 3137ATRW4 INTEREST EARNED ON F H L M C MULTICLASS 2.373% 5/25/22 $1 PV ON 375.7300 SHARES DUE 5/25/2021 $0.00198/PV ON 190,000.00 PV DUE 5/25/21 0.00 - - - - 375.73 - - - 05/25/2021 3137ATRW4 AMORTIZED PREMIUM ON F H L M C MULTICLASS 2.373% 5/25/22 CURRENT YEAR AMORTIZATION 0.00 - - - - - (30.48) - - 05/25/2021 05/25/2021 05/25/2021 3137ATRW4 PAID DOWN PAR VALUE OF F H L M C MULTICLASS 2.373% 5/25/22 -274.84 - - - - 274.84 (275.38) - (0.54) 05/25/2021 3137B1U75 INTEREST EARNED ON F H L M C MLTCL MTG 2.522% 1/25/23 $1 PV ON 273.5300 SHARES DUE 5/25/2021 $0.00210/PV ON 130,149.57 PV DUE 5/25/21 0.00 - - - - 273.53 - - - 05/25/2021 3137B1U75 AMORTIZED PREMIUM ON F H L M C MLTCL MTG 2.522% 1/25/23 CURRENT YEAR AMORTIZATION 0.00 - - - - - (14.81) - - 05/25/2021 05/25/2021 05/25/2021 3137B1U75 PAID DOWN PAR VALUE OF F H L M C MLTCL MTG 2.522% 1/25/23 -429.30 - - - - 429.30 (430.29) - (0.99) 05/25/2021 3137B36J2 INTEREST EARNED ON F H L M C MLTCL MT 3.320% 2/25/23 $1 PV ON 1326.4900 SHARES DUE 5/25/2021 $0.00276/PV ON 480,000.00 PV DUE 5/25/21 0.00 - - - - 1,326.49 - - - 05/25/2021 3137B36J2 AMORTIZED PREMIUM ON F H L M C MLTCL MT 3.320% 2/25/23 CURRENT YEAR AMORTIZATION 0.00 - - - - - (506.70) - - 05/25/2021 3137B4GY6 INTEREST EARNED ON F H L M C MLTCL MT 3.30996% 5/25/23 $1 PV ON 1406.7300 SHARES DUE 5/25/2021 $0.00276/PV ON 510,000.00 PV DUE 5/25/21 0.00 - - - - 1,406.73 - - - 05/25/2021 3137B4GY6 AMORTIZED PREMIUM ON F H L M C MLTCL MT 3.30996% 5/25/23 CURRENT YEAR AMORTIZATION 0.00 - - - - - (1,187.94) - - 05/25/2021 3137B4WB8 INTEREST EARNED ON F H L M C MLTCL MTG 3.060% 7/25/23 $1 PV ON 1249.5000 SHARES DUE 5/25/2021 $0.00255/PV ON 490,000.00 PV DUE 5/25/21 0.00 - - - - 1,249.50 - - - 05/25/2021 3137B4WB8 AMORTIZED PREMIUM ON F H L M C MLTCL MTG 3.060% 7/25/23 CURRENT YEAR AMORTIZATION 0.00 - - - - - (587.66) - - 05/25/2021 05/25/2021 05/25/2021 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 274.84 1.00 - - - (274.84) 274.84 - - 05/25/2021 05/25/2021 05/25/2021 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 183,864.28 1.00 - - - (183,864.28) 183,864.28 - - Page 40 of 43 54 Account Number: 001050990415 Name: RIVERSIDE COUNTY TRANS COMM Transaction Date Trade Date Settlement Date CUSIP Description Units Price Commissions SEC Fees Miscellaneous Fees Net Cash Amount Federal Tax Cost Amount Short Term Gain/Loss Amount Long Term Gain/Loss Amount Payden & Rygel Operating Portfolio Transaction Report Quarter ended June 30, 2021 05/25/2021 05/21/2021 05/25/2021 3582326S0 SOLD PAR VALUE OF FRESNO CALIF UNI CA 0.719% 8/01/24 /MARKETAXESS CORP/150,000 PAR VALUE AT 100.517 %-150,000.00 1.01 - - - 150,775.50 (150,000.00) 775.50 - 05/25/2021 05/25/2021 3582326S0 RECEIVED ACCRUED INTEREST ON SALE OF FRESNO CALIF UNI CA 0.719% 8/01/24 0.00 - - - - 341.53 - - - 05/27/2021 05/27/2021 05/27/2021 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 264,385.83 1.00 - - - (264,385.83) 264,385.83 - - 05/27/2021 05/26/2021 05/27/2021 91282CBE0 SOLD PAR VALUE OF U S TREASURY NT 0.125% 1/15/24 /CITADEL SECURITIES LLC/265,000 PAR VALUE AT 99.7226566 %-265,000.00 1.00 - - - 264,265.04 (264,565.23) (300.19) - 05/27/2021 05/27/2021 91282CBE0 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 0.125% 1/15/24 0.00 - - - - 120.79 - - - 06/01/2021 06/01/2021 06/01/2021 010831DN2 MATURED PAR VALUE OF ALAMEDA CNTY CA JT 2.866% 6/01/21 255,000 PAR VALUE AT 100 %-255,000.00 1.00 - - - 255,000.00 (255,000.00) - - 06/01/2021 010831DN2 INTEREST EARNED ON ALAMEDA CNTY CA JT 2.866% 6/01/21 $1 PV ON 255000.0000 SHARES DUE 6/1/2021 0.00 - - - - 3,654.15 - - - 06/01/2021 010831DQ5 INTEREST EARNED ON ALAMEDA CNTY CA 3.095% 6/01/23 $1 PV ON 130000.0000 SHARES DUE 6/1/2021 0.00 - - - - 2,011.75 - - - 06/01/2021 010831DQ5 AMORTIZED PREMIUM ON ALAMEDA CNTY CA 3.095% 6/01/23 CURRENT YEAR AMORTIZATION 0.00 - - - - - (718.15) - - 06/01/2021 023135AJ5 INTEREST EARNED ON AMAZON COM INC 2.500% 11/29/22 $1 PV ON 300000.0000 SHARES DUE 5/29/2021 0.00 - - - - 3,750.00 - - - 06/01/2021 023135AJ5 AMORTIZED PREMIUM ON AMAZON COM INC 2.500% 11/29/22 CURRENT YEAR AMORTIZATION 0.00 - - - - - (2,756.35) - - 06/01/2021 088006JW2 INTEREST EARNED ON BEVERLY HILLS CA 0.373% 6/01/22 $1 PV ON 330000.0000 SHARES DUE 6/1/2021 0.00 - - - - 615.45 - - - 06/01/2021 13032UUZ9 INTEREST EARNED ON CALIFORNIA ST HLTH 1.893% 6/01/22 $1 PV ON 520000.0000 SHARES DUE 6/1/2021 0.00 - - - - 4,921.80 - - - 06/01/2021 06/01/2021 06/01/2021 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -1,260,298.58 1.00 - - - 1,260,298.58 (1,260,298.58) - - 06/01/2021 31846V203 INTEREST EARNED ON FIRST AM GOVT OB FD CL Y UNIT ON 0.0000 SHARES DUE 5/31/2021 INTEREST FROM 5/1/21 TO 5/31/21 0.00 - - - - 3.68 - - - 06/01/2021 05/26/2021 06/01/2021 61747YEA9 PURCHASED PAR VALUE OF MORGAN STANLEY 0.790% 5/30/25 /MORGAN STANLEY & CO. LLC/265,000 PAR VALUE AT 100 %265,000.00 1.00 - - - (265,000.00) 265,000.00 - - 06/01/2021 786134WD4 INTEREST EARNED ON SACRAMENTO CNTY CA 0.629% 12/01/22 $1 PV ON 280000.0000 SHARES DUE 6/1/2021 0.00 - - - - 880.60 - - - 06/01/2021 80136PCY7 INTEREST EARNED ON SANTA BARBARA CA 3.300% 12/01/21 $1 PV ON 125000.0000 SHARES DUE 6/1/2021 0.00 - - - - 2,062.50 - - - 06/01/2021 80168FMA1 INTEREST EARNED ON SANTA CLARA VLY CA 2.387% 6/01/21 $1 PV ON 400000.0000 SHARES DUE 6/1/2021 0.00 - - - - 4,774.00 - - - 06/01/2021 80168FMA1 ACCREDITED DISCOUNT ON SANTA CLARA VLY CA 2.387% 6/01/21 MARKET DISCOUNT 0.00 - - - - - 2,244.00 - - 06/01/2021 06/01/2021 06/01/2021 80168FMA1 MATURED PAR VALUE OF SANTA CLARA VLY CA 2.387% 6/01/21 400,000 PAR VALUE AT 100 %-400,000.00 1.00 - - - 400,000.00 (400,000.00) - - 06/01/2021 05/28/2021 06/01/2021 91282CCC3 PURCHASED PAR VALUE OF U S TREASURY NT 0.250% 5/15/24 /J.P. MORGAN SECURITIES LLC/1,675,000 PAR VALUE AT 99.86718746 %1,675,000.00 1.00 - - - (1,672,775.39) 1,672,775.39 - - 06/01/2021 06/01/2021 91282CCC3 PAID ACCRUED INTEREST ON PURCHASE OF U S TREASURY NT 0.250% 5/15/24 0.00 - - - - (193.44) - - - 06/02/2021 06/02/2021 06/02/2021 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 3.68 1.00 - - - (3.68) 3.68 - - 06/03/2021 023135BP0 INTEREST EARNED ON AMAZON COM INC SR NT 0.400% 6/03/23 $1 PV ON 270000.0000 SHARES DUE 6/3/2021 0.00 - - - - 540.00 - - - 06/03/2021 166764AU4 INTEREST EARNED ON CHEVRON CORP 0.71425% 3/03/22 $1 PV ON 500000.0000 SHARES DUE 6/3/2021 0.00 - - - - 912.65 - - - 06/03/2021 166764AU4 AMORTIZED PREMIUM ON CHEVRON CORP 0.71425% 3/03/22 CURRENT YEAR AMORTIZATION 0.00 - - - - - (320.59) - - 06/03/2021 06/03/2021 06/03/2021 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -48,538.35 1.00 - - - 48,538.35 (48,538.35) - - 06/03/2021 05/25/2021 06/03/2021 440452AG5 PURCHASED PAR VALUE OF HORMEL FOODS CORP 0.650% 6/03/24 /J.P. MORGAN SECURITIES LLC/50,000 PAR VALUE AT 99.982 %50,000.00 1.00 - - - (49,991.00) 49,991.00 - - 06/07/2021 06/07/2021 06/07/2021 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 390,258.48 1.00 - - - (390,258.48) 390,258.48 - - 06/07/2021 91282CBD2 AMORTIZED PREMIUM ON U S TREASURY NT 0.125% 12/31/22 CURRENT YEAR AMORTIZATION 0.00 - - - - - (1.09) - - 06/07/2021 06/04/2021 06/07/2021 91282CBD2 SOLD PAR VALUE OF U S TREASURY NT 0.125% 12/31/22 /CITIGROUP GLOBAL MARKETS INC./390,000 PAR VALUE AT 100.01171795 %-390,000.00 1.00 - - - 390,045.70 (389,847.66) 198.04 - 06/07/2021 06/07/2021 91282CBD2 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 0.125% 12/31/22 0.00 - - - - 212.78 - - - 06/10/2021 06/10/2021 06/10/2021 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -487,070.40 1.00 - - - 487,070.40 (487,070.40) - - 06/10/2021 05/28/2021 06/10/2021 544290JH3 PURCHASED PAR VALUE OF LOS ALTOS CA 1.000% 10/01/24 /RAYMOND JAMES/FI/480,000 PAR VALUE AT 101.473 %480,000.00 1.01 - - - (487,070.40) 487,070.40 - - 06/11/2021 06/11/2021 06/11/2021 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 952,530.15 1.00 - - - (952,530.15) 952,530.15 - - 06/11/2021 06/11/2021 06/11/2021 544290JC4 FULL CALL PAR VALUE OF LOS ALTOS CA SCH 2.143% 8/01/23 /CALLS/-390,000.00 1.00 - - - 390,000.00 (390,000.00) - - 06/11/2021 544290JC4 INTEREST EARNED ON LOS ALTOS CA SCH 2.143% 8/01/23 $1 PV ON 390000.0000 SHARES DUE 6/11/2021 0.00 - - - - 3,018.05 - - - 06/11/2021 06/10/2021 06/11/2021 91282CCC3 SOLD PAR VALUE OF U S TREASURY NT 0.250% 5/15/24 /CITADEL SECURITIES LLC/560,000 PAR VALUE AT 99.89453214 %-560,000.00 1.00 - - - 559,409.38 (559,256.25) 153.13 - 06/11/2021 06/11/2021 91282CCC3 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 0.250% 5/15/24 0.00 - - - - 102.72 - - - 06/14/2021 06/14/2021 06/14/2021 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -606,421.95 1.00 - - - 606,421.95 (606,421.95) - - Page 41 of 43 55 Account Number: 001050990415 Name: RIVERSIDE COUNTY TRANS COMM Transaction Date Trade Date Settlement Date CUSIP Description Units Price Commissions SEC Fees Miscellaneous Fees Net Cash Amount Federal Tax Cost Amount Short Term Gain/Loss Amount Long Term Gain/Loss Amount Payden & Rygel Operating Portfolio Transaction Report Quarter ended June 30, 2021 06/14/2021 06/10/2021 06/14/2021 86787EAY3 PURCHASED PAR VALUE OF SUNTRUST BANK 3.689% 8/02/24 /CREDIT SUISSE SECURITIES (USA)/560,000 PAR VALUE AT 106.937 %560,000.00 1.07 - - - (598,847.20) 598,847.20 - - 06/14/2021 06/14/2021 86787EAY3 PAID ACCRUED INTEREST ON PURCHASE OF SUNTRUST BANK 3.689% 8/02/24 0.00 - - - - (7,574.75) - - - 06/15/2021 14043MAC5 INTEREST EARNED ON CAPTIAL ONE PRIME 1.600% 11/15/24 $1 PV ON 386.6700 SHARES DUE 6/15/2021 $0.00133/PV ON 290,000.00 PV DUE 6/15/21 0.00 - - - - 386.67 - - - 06/15/2021 250847EJ5 INTEREST EARNED ON DETROIT EDISON CO 2.650% 6/15/22 $1 PV ON 180000.0000 SHARES DUE 6/15/2021 0.00 - - - - 2,385.00 - - - 06/15/2021 250847EJ5 AMORTIZED PREMIUM ON DETROIT EDISON CO 2.650% 6/15/22 CURRENT YEAR AMORTIZATION 0.00 - - - - - (464.27) - - 06/15/2021 26208VAD8 INTEREST EARNED ON DRIVE AUTO 0.830% 5/15/24 $1 PV ON 62.2500 SHARES DUE 6/15/2021 $0.00069/PV ON 90,000.00 PV DUE 6/15/21 0.00 - - - - 62.25 - - - 06/15/2021 262108AD5 INTEREST EARNED ON DRIVE AUTO 0.650% 7/15/25 $1 PV ON 250000.0000 SHARES DUE 6/15/2021 0.00 - - - - 135.42 - - - 06/15/2021 06/15/2021 06/15/2021 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 16,713.47 1.00 - - - (16,713.47) 16,713.47 - - 06/15/2021 06/15/2021 06/15/2021 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 39,486.43 1.00 - - - (39,486.43) 39,486.43 - - 06/15/2021 43815NAC8 INTEREST EARNED ON HONDA AUTO 1.780% 8/15/23 $1 PV ON 370.8300 SHARES DUE 6/15/2021 $0.00148/PV ON 250,000.00 PV DUE 6/15/21 0.00 - - - - 370.83 - - - 06/15/2021 06/15/2021 06/15/2021 43815NAC8 PAID DOWN PAR VALUE OF HONDA AUTO 1.780% 8/15/23 PRINC/INT DUE -16,190.61 - - - - 16,190.61 (16,190.48) - 0.13 06/15/2021 47789JAD8 INTEREST EARNED ON JOHN DEERE OWNER 2.910% 7/17/23 $1 PV ON 335.9800 SHARES DUE 6/15/2021 $0.00243/PV ON 138,547.53 PV DUE 6/15/21 0.00 - - - - 335.98 - - - 06/15/2021 06/15/2021 06/15/2021 47789JAD8 PAID DOWN PAR VALUE OF JOHN DEERE OWNER 2.910% 7/17/23 -12,731.56 - - - - 12,731.56 (12,730.00) - 1.56 06/15/2021 47789KAC7 INTEREST EARNED ON JOHN DEERE OWNER 1.100% 8/15/24 $1 PV ON 394.1700 SHARES DUE 6/15/2021 $0.00092/PV ON 430,000.00 PV DUE 6/15/21 0.00 - - - - 394.17 - - - 06/15/2021 58770FAC6 INTEREST EARNED ON MERCEDES BENZ AUTO 1.840% 12/15/22 $1 PV ON 214.6700 SHARES DUE 6/15/2021 $0.00153/PV ON 140,000.00 PV DUE 6/15/21 0.00 - - - - 214.67 - - - 06/15/2021 80285WAD9 INTEREST EARNED ON SANTANDER DRIVE 0.00001% 7/15/24 $1 PV ON 143.0000 SHARES DUE 6/15/2021 $0.00043/PV ON 330,000.00 PV DUE 6/15/21 0.00 - - - - 143.00 - - - 06/15/2021 89238UAD2 INTEREST EARNED ON TOYOTA AUTO 1.910% 9/15/23 $1 PV ON 370.4500 SHARES DUE 6/15/2021 $0.00159/PV ON 232,745.13 PV DUE 6/15/21 0.00 - - - - 370.45 - - - 06/15/2021 06/15/2021 06/15/2021 89238UAD2 PAID DOWN PAR VALUE OF TOYOTA AUTO 1.910% 9/15/23 -17,910.54 - - - - 17,910.54 (17,910.39) - 0.15 06/15/2021 91282CBA8 INTEREST EARNED ON U S TREASURY NT 0.125% 12/15/23 $1 PV ON 7310000.0000 SHARES DUE 6/15/2021 0.00 - - - - 4,568.75 - - - 06/22/2021 06/22/2021 06/22/2021 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 84,971.09 1.00 - - - (84,971.09) 84,971.09 - - 06/22/2021 91282CBD2 AMORTIZED PREMIUM ON U S TREASURY NT 0.125% 12/31/22 CURRENT YEAR AMORTIZATION 0.00 - - - - - (0.48) - - 06/22/2021 06/21/2021 06/22/2021 91282CBD2 SOLD PAR VALUE OF U S TREASURY NT 0.125% 12/31/22 /NATWEST MKTS SECS/FIXED INCOME/85,000 PAR VALUE AT 99.90624706 %-85,000.00 1.00 - - - 84,920.31 (84,966.80) (46.49) - 06/22/2021 06/22/2021 91282CBD2 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 0.125% 12/31/22 0.00 - - - - 50.78 - - - 06/23/2021 17325FAQ1 INTEREST EARNED ON CITIBANK NA 3.400% 7/23/21 $1 PV ON 250000.0000 SHARES DUE 6/23/2021 ACCRUED INTEREST ON 6/23/2021 FULL CALL 0.00 - - - - 3,541.67 - - - 06/23/2021 17325FAQ1 AMORTIZED PREMIUM ON CITIBANK NA 3.400% 7/23/21 CURRENT YEAR AMORTIZATION 0.00 - - - - - (1,087.90) - - Page 42 of 43 56 Account Number: 001050990415 Name: RIVERSIDE COUNTY TRANS COMM Transaction Date Trade Date Settlement Date CUSIP Description Units Price Commissions SEC Fees Miscellaneous Fees Net Cash Amount Federal Tax Cost Amount Short Term Gain/Loss Amount Long Term Gain/Loss Amount Payden & Rygel Operating Portfolio Transaction Report Quarter ended June 30, 2021 06/23/2021 06/23/2021 06/23/2021 17325FAQ1 FULL CALL PAR VALUE OF CITIBANK NA 3.400% 7/23/21 /CALLS/-250,000.00 1.00 - - - 250,000.00 (250,000.00) - - 06/23/2021 06/23/2021 06/23/2021 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 3,541.67 1.00 - - - (3,541.67) 3,541.67 - - 06/23/2021 06/23/2021 06/23/2021 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -17,968.75 1.00 - - - 17,968.75 (17,968.75) - - 06/23/2021 06/16/2021 06/23/2021 64990FD43 PURCHASED PAR VALUE OF NEW YORK ST 0.887% 3/15/25 /JEFFERIES LLC/400,000 PAR VALUE AT 100 %400,000.00 1.00 - - - (400,000.00) 400,000.00 - - 06/23/2021 06/23/2021 06/23/2021 931142EJ8 MATURED PAR VALUE OF WALMART INC 3.125% 6/23/21 130,000 PAR VALUE AT 100 %-130,000.00 1.00 - - - 130,000.00 (129,993.50) - 6.50 06/23/2021 931142EJ8 INTEREST EARNED ON WALMART INC 3.125% 6/23/21 $1 PV ON 130000.0000 SHARES DUE 6/23/2021 0.00 - - - - 2,031.25 - - - 06/24/2021 TRUST FEES COLLECTED CHARGED FOR PERIOD 05/01/2021 THRU 05/31/2021 COLLECTED BY DISBURSEMENT 0.00 - - - - (580.50) - - - 06/24/2021 06/24/2021 06/24/2021 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -200,580.50 1.00 - - - 200,580.50 (200,580.50) - - 06/24/2021 06/21/2021 06/24/2021 69351UAY9 PURCHASED PAR VALUE OF PPL ELEC UTILS 0.00001% 6/24/24 /BOFA SECURITIES, INC./FXD INC/200,000 PAR VALUE AT 100 %200,000.00 1.00 - - - (200,000.00) 200,000.00 - - 06/25/2021 05588CAC6 INTEREST EARNED ON BMW VEHICLE OWNER 1.920% 1/25/24 $1 PV ON 434.9200 SHARES DUE 6/25/2021 $0.00160/PV ON 271,827.48 PV DUE 6/25/21 0.00 - - - - 434.92 - - - 06/25/2021 06/25/2021 06/25/2021 05588CAC6 PAID DOWN PAR VALUE OF BMW VEHICLE OWNER 1.920% 1/25/24 -21,969.15 - - - - 21,969.15 (21,966.20) - 2.95 06/25/2021 3136AKQM8 INTEREST EARNED ON F N M A GTD REMIC 3.056% 6/25/24 $1 PV ON 1030.6700 SHARES DUE 6/25/2021 $0.00255/PV ON 404,712.46 PV DUE 6/25/21 0.00 - - - - 1,030.67 - - - 06/25/2021 3136AKQM8 AMORTIZED PREMIUM ON F N M A GTD REMIC 3.056% 6/25/24 CURRENT YEAR AMORTIZATION 0.00 - - - - - (644.08) - - 06/25/2021 06/25/2021 06/25/2021 3136AKQM8 PAID DOWN PAR VALUE OF F N M A GTD REMIC 3.056% 6/25/24 -736.00 - - - - 736.00 (777.41) - (41.41) 06/25/2021 3136B1XP4 INTEREST EARNED ON F N M A GTD REMIC 3.560% 9/25/21 $1 PV ON 39.4500 SHARES DUE 6/25/2021 $0.00297/PV ON 13,298.41 PV DUE 6/25/21 0.00 - - - - 39.45 - - - 06/25/2021 3136B1XP4 AMORTIZED PREMIUM ON F N M A GTD REMIC 3.560% 9/25/21 CURRENT YEAR AMORTIZATION 0.00 - - - - - (6.59) - - 06/25/2021 06/25/2021 06/25/2021 3136B1XP4 PAID DOWN PAR VALUE OF F N M A GTD REMIC 3.560% 9/25/21 -9,060.30 - - - - 9,060.30 (9,073.63) - (13.33) 06/25/2021 3137ATRW4 INTEREST EARNED ON F H L M C MULTICLASS 2.373% 5/25/22 $1 PV ON 375.1800 SHARES DUE 6/25/2021 $0.00198/PV ON 189,725.16 PV DUE 6/25/21 0.00 - - - - 375.18 - - - 06/25/2021 3137ATRW4 AMORTIZED PREMIUM ON F H L M C MULTICLASS 2.373% 5/25/22 CURRENT YEAR AMORTIZATION 0.00 - - - - - (31.45) - - 06/25/2021 06/25/2021 06/25/2021 3137ATRW4 PAID DOWN PAR VALUE OF F H L M C MULTICLASS 2.373% 5/25/22 -467.30 - - - - 467.30 (468.13) - (0.83) 06/25/2021 3137B1U75 INTEREST EARNED ON F H L M C MLTCL MTG 2.522% 1/25/23 $1 PV ON 272.6300 SHARES DUE 6/25/2021 $0.00210/PV ON 129,720.27 PV DUE 6/25/21 0.00 - - - - 272.63 - - - 06/25/2021 3137B1U75 AMORTIZED PREMIUM ON F H L M C MLTCL MTG 2.522% 1/25/23 CURRENT YEAR AMORTIZATION 0.00 - - - - - (15.26) - - 06/25/2021 06/25/2021 06/25/2021 3137B1U75 PAID DOWN PAR VALUE OF F H L M C MLTCL MTG 2.522% 1/25/23 -409.65 - - - - 409.65 (410.55) - (0.90) 06/25/2021 3137B36J2 INTEREST EARNED ON F H L M C MLTCL MT 3.320% 2/25/23 $1 PV ON 1328.0000 SHARES DUE 6/25/2021 $0.00277/PV ON 480,000.00 PV DUE 6/25/21 0.00 - - - - 1,328.00 - - - 06/25/2021 3137B36J2 AMORTIZED PREMIUM ON F H L M C MLTCL MT 3.320% 2/25/23 CURRENT YEAR AMORTIZATION 0.00 - - - - - (523.59) - - 06/25/2021 3137B4GY6 INTEREST EARNED ON F H L M C MLTCL MT 3.30996% 5/25/23 $1 PV ON 1406.7300 SHARES DUE 6/25/2021 $0.00276/PV ON 510,000.00 PV DUE 6/25/21 0.00 - - - - 1,406.73 - - - 06/25/2021 3137B4GY6 AMORTIZED PREMIUM ON F H L M C MLTCL MT 3.30996% 5/25/23 CURRENT YEAR AMORTIZATION 0.00 - - - - - (1,227.54) - - 06/25/2021 3137B4WB8 INTEREST EARNED ON F H L M C MLTCL MTG 3.060% 7/25/23 $1 PV ON 1249.5000 SHARES DUE 6/25/2021 $0.00255/PV ON 490,000.00 PV DUE 6/25/21 0.00 - - - - 1,249.50 - - - 06/25/2021 3137B4WB8 AMORTIZED PREMIUM ON F H L M C MLTCL MTG 3.060% 7/25/23 CURRENT YEAR AMORTIZATION 0.00 - - - - - (607.25) - - 06/25/2021 3137FYUR5 INTEREST EARNED ON F H L M C MLTCL 0.343% 8/26/24 $1 PV ON 85.7500 SHARES DUE 6/25/2021 $0.00029/PV ON 300,000.00 PV DUE 6/25/21 0.00 - - - - 85.75 - - - 06/25/2021 06/25/2021 06/25/2021 3137FYUR5 PAID DOWN PAR VALUE OF F H L M C MLTCL 0.343% 8/26/24 -31.26 - - - - 31.26 (31.26) - - 06/25/2021 06/25/2021 06/25/2021 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 38,896.49 1.00 - - - (38,896.49) 38,896.49 - - 06/30/2021 06/30/2021 06/30/2021 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 136,925.00 1.00 - - - (136,925.00) 136,925.00 - - 06/30/2021 91282CBD2 INTEREST EARNED ON U S TREASURY NT 0.125% 12/31/22 $1 PV ON 4160000.0000 SHARES DUE 6/30/2021 0.00 - - - - 2,600.00 - - - 06/30/2021 91282CBD2 AMORTIZED PREMIUM ON U S TREASURY NT 0.125% 12/31/22 CURRENT YEAR AMORTIZATION 0.00 - - - - - (0.26) - - 06/30/2021 06/29/2021 06/30/2021 91282CCC3 SOLD PAR VALUE OF U S TREASURY NT 0.250% 5/15/24 /WELLS FARGO SECURITIES, LLC/135,000 PAR VALUE AT 99.46874815 %-135,000.00 0.99 - - - 134,282.81 (134,820.70) (537.89) - 06/30/2021 06/30/2021 91282CCC3 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 0.250% 5/15/24 0.00 - - - - 42.19 - - - 0.00 111,795.02 (5,701.20) 9,849.61 Page 43 of 43 57 Riverside County Transportation Commission SHORT DURATION FIXED INCOME JULY 26, 2021 ATTACHMENT 17 58 2 Table of Contents MetLife Investment Management Overview01 Market Review02 Portfolio Review03 Appendix04 59 3 1. MetLife Investment Management Overview 60 4 MetLife Investment Management (MIM)1 manages Public Fixed Income, Private Capital and Real Estate assets for institutional investors worldwide by applying our deep asset class expertise to build tailored portfolio solutions. We also leverage the broader resources and 150-year history of MetLife to skillfully navigate markets. Overview 1.As of March 31, 2021, subsidiaries of MetLife, Inc. that provide investment management services to MetLife’s general account, separate accounts and/or unaffiliated/third party investors include Metropolitan Life Insurance Company, MetLife Investment Management, LLC, MetLife Investment Management Limited, MetLife Investments Limited, MetLife Investments Asia Limited, MetLife Latin America Asesorias e Inversiones Limitada, MetLife Asset Management Corp. (Japan), and MIM I LLC. 2.As of March 31, 2021. At estimated fair value. See Appendix – End Notes for additional information. 3.Illustration shown depicts locations of select MIM regional offices, chosen in MIM’s discretion; not a complete representation of MIM’s regional offices. MIM Highlights Total Assets Under Management of $642.4 billion2 as of March 31, 2021 Separate accounts, proprietary commingled funds and client-specific portfolio solutions Experienced and tenured investment teams Deep fundamental research Leverages the broader resources of the MetLife enterprise Global Presence1,3 Philadelphia Whippany London Santiago Tokyo Hong Kong S.A.R. 61 5 Short Duration Fixed Income Team Portfolio Management Name Responsibility Industry Experience (yrs) Scott Pavlak, CFA Head of Short Duration Fixed Income 33 Juan Peruyero Portfolio Manager 20 Portfolio Management Support Name Sector Industry Experience (yrs) David Wheeler, CFA Credit 34 Steve Kelly, CFA Credit 32 Kimberley Slough Municipals 27 John Palphreyman, CFA Structured Products 21 Phil Tran Treasuries, Agencies, Money Markets 17 Trading Name Role # of Traders Average Industry Experience (yrs) Dana Cottrell Head of Investment Grade Trading 5 14 Thomas McClintic Head of High Yield Trading 3 18 Jason Valentino Head of Structured Products Trading 8 15 Research Name Role # of Analysts Average Industry Experience (yrs) Brian Funk, CFA Head of Credit Research 24 Ian Bowman Sector Leader – Consumer & Healthcare 7 17 Park Benjamin, CFA Sector Leader – Energy, Basics, Materials 7 12 Scott O’Donnell Sector Leader – Financials 10 15 Richard Davis, CFA Sector Leader – Industrials 7 18 Zach Bauer, CFA Sector Leader – Telecom, Media, Technology 7 15 Susan Young Sector Leader – Utilities & Midstream 8 13 Brent Garrels Sector Leader – Special Situations 2 17 Joseph Gankiewicz, CFA Sector Leader – Municipals 5 25 Credit Strategy 2 16 Name Role # of Analysts Average Industry Experience (yrs) Francisco Paez, CFA Head of Structured Products Research 25 Loritta Cheng Sector Leader – ABS 2 17 Meena Pursnani Sector Leader – CMBS 2 23 Vivian Kim, CFA Sector Leader - RMBS 1 15 Angela Best Sector Leader – CLO 2 14 62 6 2. Market Review & Outlook 63 7 The views present are MetLife Investment Management’s only, are subject to change, and may not reflect the manager’s current views. Rising wages, supply chain issues and higher commodity and raw material prices keep inflation elevated. Longer term, we feel a return to a low growth economy and changing demographics will keep inflation in check Inflation Fiscal Stimulus / Growth We believe fiscal stimulus will continue to support above-trend growth and the economic recovery, but long-term structural issues remain International Risks to a speedy global recovery grow as more transmittable variants emerge / spread. Most central banks globally remain accommodative, but some begin laying groundwork for policy tightening Business Corporate fundamentals continue to improve due to strong economic growth even as some face higher input costs, raw materials shortages, scarcity of qualified workers and margin pressures Consumer Consumer balance sheets are healthy as spending patterns shift and the transition to a more “open” service- driven economy continues Employment Labor market is deceptively tight in part due to lingering impact of Covid-19 and spike in retirements. Job openings are at a two-decade high as employers face challenges in finding and hiring workers Monetary Policy The Fed pivots as its transitory inflation narrative is questioned. Diversity in Fed opinions grows as lack of clarity on QE exit strategy risks disorderly market unwind Current Themes Themes help drive sector and sub- sector allocations 64 8 Source: Bloomberg As of June 30, 2021 Yields 0.30 0.14 0.15 0.29 0.66 0.24 0.07 0.12 0.36 0.92 0.19 0.02 0.16 0.94 1.74 0.13 0.04 0.25 0.89 1.47 0.00% 0.25% 0.50% 0.75% 1.00% 1.25% 1.50% 1.75% 2.00% 3-Month USD LIBOR U.S. Treasury 3-Month U.S. Treasury 2-Year U.S. Treasury 5-Year U.S. Treasury 10-Year 6/30/2020 12/31/2020 3/31/2021 6/30/2021 65 9 Yield Curve Source: Bloomberg 5-Year Less 2-Year As of June 30, 2021 64 -25 0 25 50 75 100 125 150 175 Ba s i s P o i n t s 5-Year Less 2-Year Fed Tightening Recession 5-Year Less 2-Year Avg. 66 10 Source: Federal Reserve Federal Reserve Projections 2021 2022 2023 PCE Inflation December-19 Projection 2.0%2.0%N/A June-20 Projection 1.6%1.7%N/A September-20 Projection 1.7%1.8%2.0% December-20 Projection 1.8%1.9%2.0% March-21 Projection 2.4%2.0%2.1% June-21 Projection 3.4%2.1%2.2% Unemployment Rate December-19 Projection 3.6%3.7%N/A June-20 Projection 6.5%5.5%N/A September-20 Projection 5.5%4.6%4.0% December-20 Projection 5.0%4.2%3.7% March-21 Projection 4.5%3.9%3.5% June-21 Projection 4.5%3.8%3.5% Real GDP December-19 Projection 1.9%1.8%N/A June-20 Projection 5.0%3.5%N/A September-20 Projection 4.0%3.0%2.5% December-20 Projection 4.2%3.2%2.4% March-21 Projection 6.5%3.3%2.2% June-21 Projection 7.0%3.3%2.4% 67 11 1,014 2,222 3,950 1,451 376 484 0.15 0.00 0.50 1.00 1.50 2.00 2.50 3.00 0 500 1,000 1,500 2,000 2,500 3,000 3,500 4,000 4,500 5,000 2014 2015 2016 2017 2018 2019 2020 As s e t s ( $ b i l l i o n s ) Gov Money Market Funds (LHS)Prime Money Market Funds (LHS)3-Month LIBOR (RHS) Source: Bloomberg As of June 30, 2021 Money Market Funds & 3-Month LIBOR 68 12 Source: Bureau of Economic Analysis As of June 30, 2021 Real GDP Year Quarter Real GDP QoQ (%) Consumer Spending Fixed Investment Government Spending Net Exports Inventories 2018 1Q 3.80 1.40 1.42 0.26 0.29 0.41 2Q 2.70 2.13 0.76 0.50 0.25 -0.94 3Q 2.10 1.79 0.14 0.44 -1.83 1.58 4Q 1.30 1.05 0.46 -0.16 -0.27 0.23 2019 1Q 2.90 1.25 0.50 0.43 0.55 0.21 2Q 1.50 2.47 -0.07 0.86 -0.79 -0.97 3Q 2.60 1.83 0.42 0.37 0.04 -0.09 4Q 2.40 1.07 0.17 0.42 1.52 -0.82 2020 1Q -5.00 -4.75 -0.23 0.22 1.13 -1.34 2Q -31.40 -24.01 -5.27 0.77 0.62 -3.50 3Q 33.40 25.44 5.39 -0.75 -3.21 6.57 4Q 4.30 1.58 3.04 -0.14 -1.53 1.37 2021 1Q 6.40 7.42 2.09 1.02 -1.50 -2.67 -3.5%-4.0% -3.0% -2.0% -1.0% 0.0% 1.0% 2.0% 3.0% 4.0% 2001 1.0% 2002 1.7% 2003 2.9% 2004 3.8% 2005 3.5% 2006 2.9% 2007 1.9% 2008 -0.1% 2009 -2.5% 2010 2.6% 2011 1.6% 2012 2.2% 2013 1.8% 2014 2.5% 2015 3.1% 2016 1.7% 2017 2.3% 2018 3.0% 2019 2.2% 2020 -3.5% Annual Real GDP % 69 13 Source: Bloomberg As of June 30, 2021 Consumer Confidence Consumer Confidence Dec- 17 Mar- 18 Jun- 18 Sep- 18 Dec- 18 Mar- 19 Jun- 19 Sep- 19 Dec- 19 Mar- 20 Jun- 20 Sep- 20 Dec- 20 Mar- 21 Jun- 21 Consumer Confidence 123.1 127.0 127.1 135.3 126.6 124.2 124.3 126.3 128.2 118.8 98.3 101.3 87.1 114.9 127.3 Current Conditions 156.5 158.1 161.7 169.4 169.9 163.0 164.3 170.6 170.5 166.7 86.7 98.9 87.2 119.4 157.7 Expectations 100.8 106.2 104.0 112.5 97.7 98.3 97.6 96.8 100.0 86.8 106.1 102.9 87.0 111.9 107.0 127.3 80 90 100 110 120 130 140 Dec-17 Mar-18 Jun-18 Sep-18 Dec-18 Mar-19 Jun-19 Sep-19 Dec-19 Mar-20 Jun-20 Sep-20 Dec-20 Mar-21 Jun-21 70 14 Source: Bureau of Labor Statistics Labor Force Participation Rate Unemployment Rate Non-Farm Payroll Current 61.6%5.9%850,000 Average (2020 - 2021)61.7%7.4%(342,222) U.S. Average Hourly Earnings As of June 30, 2021 U.S. Labor & Average Earnings 3.58% 0.0% 1.0% 2.0% 3.0% 4.0% 5.0% 6.0% 7.0% 8.0% 9.0% 2016 2017 2018 2019 2020 Ye a r o v e r Y e a r 71 15 U.S. PMI and ISM Manufacturing Date World PMI Manufacturing U.S. PMI Manufacturing U.S. ISM Manufacturing EU PMI Manufacturing China PMI Manufacturing Japan PMI Manufacturing Jun-2019 49.4 50.6 51.3 47.6 49.4 49.3 Sep-2019 49.7 51.1 48.3 46.0 51.4 48.9 Dec-2019 50.1 52.4 47.7 46.4 51.5 48.4 Mar-2020 47.3 48.5 49.7 44.3 50.1 44.8 Jun-2020 48.0 49.8 52.2 47.4 51.2 40.1 Sep-2020 52.4 53.2 55.7 53.5 53.0 47.7 Dec-2020 53.8 57.1 60.5 55.1 53.0 50.0 Mar-2021 54.9 59.1 64.7 61.9 50.6 52.7 Jun-2021 55.5 62.1 60.6 63.1 51.3 52.4 World Manufacturing Source: Bloomberg As of June 30, 2021 62.1 60.6 35.0 40.0 45.0 50.0 55.0 60.0 65.0 70.0 De c - 1 7 Ja n - 1 8 Fe b - 1 8 Ma r - 1 8 Ap r - 1 8 Ma y - 1 8 Ju n - 1 8 Ju l - 1 8 Au g - 1 8 Se p - 1 8 Oc t - 1 8 No v - 1 8 De c - 1 8 Ja n - 1 9 Fe b - 1 9 Ma r - 1 9 Ap r - 1 9 Ma y - 1 9 Ju n - 1 9 Ju l - 1 9 Au g - 1 9 Se p - 1 9 Oc t - 1 9 No v - 1 9 De c - 1 9 Ja n - 2 0 Fe b - 2 0 Ma r - 2 0 Ap r - 2 0 Ma y - 2 0 Ju n - 2 0 Ju l - 2 0 Au g - 2 0 Se p - 2 0 Oc t - 2 0 No v - 2 0 De c - 2 0 Ja n - 2 1 Fe b - 2 1 Ma r - 2 1 Ap r - 2 1 Ma y - 2 1 Ju n - 2 1 U.S. PMI Manufacturing U.S. ISM Manufacturing 72 16 Date World PMI Services U.S. PMI Services U.S. ISM Services EU PMI Services China PMI Services Japan PMI Services Jun-2019 52.0 51.5 55.0 52.8 52.0 51.9 Sep-2019 51.3 50.9 52.9 51.1 51.3 52.8 Dec-2019 51.9 52.8 55.6 52.1 52.5 49.4 Mar-2020 36.8 39.8 53.6 26.4 43.0 33.8 Jun-2020 48.1 47.9 56.5 48.3 58.4 45.0 Sep-2020 52.0 54.6 57.2 48.0 54.8 46.9 Dec-2020 51.8 54.8 57.7 46.4 56.3 47.7 Mar-2021 54.7 60.4 63.7 49.6 54.3 48.3 Jun-2021 57.5 64.6 60.1 58.3 50.3 48.0 World Services Source: Bloomberg As of June 30, 2021 U.S. PMI and ISM Services 64.6 60.1 25.0 30.0 35.0 40.0 45.0 50.0 55.0 60.0 65.0 70.0 75.0 De c - 1 7 Ja n - 1 8 Fe b - 1 8 Ma r - 1 8 Ap r - 1 8 Ma y - 1 8 Ju n - 1 8 Ju l - 1 8 Au g - 1 8 Se p - 1 8 Oc t - 1 8 No v - 1 8 De c - 1 8 Ja n - 1 9 Fe b - 1 9 Ma r - 1 9 Ap r - 1 9 Ma y - 1 9 Ju n - 1 9 Ju l - 1 9 Au g - 1 9 Se p - 1 9 Oc t - 1 9 No v - 1 9 De c - 1 9 Ja n - 2 0 Fe b - 2 0 Ma r - 2 0 Ap r - 2 0 Ma y - 2 0 Ju n - 2 0 Ju l - 2 0 Au g - 2 0 Se p - 2 0 Oc t - 2 0 No v - 2 0 De c - 2 0 Ja n - 2 1 Fe b - 2 1 Ma r - 2 1 Ap r - 2 1 Ma y - 2 1 Ju n - 2 1 U.S. PMI Services U.S. ISM Non-Manufacturing 73 17 Inflation Source: Bureau of Economic Analysis, Bloomberg PCE Core Breakdown - as of May 31, 2021 5-Year TIPS Breakeven Rate - as of June 30, 2021 3.39% 4.46% 3.05% -2.00% -1.00% 0.00% 1.00% 2.00% 3.00% 4.00% 5.00% Dec-14 Jun-15 Dec-15 Jun-16 Dec-16 Jun-17 Dec-17 Jun-18 Dec-18 Jun-19 Dec-19 Jun-20 Dec-20 Core PCE Core Goods Core Services 250 0 50 100 150 200 250 300 Dec-14 Jun-15 Dec-15 Jun-16 Dec-16 Jun-17 Dec-17 Jun-18 Dec-18 Jun-19 Dec-19 Jun-20 Dec-20 Jun-21 Ba s i s P o i n t s 74 18 ICE BofA Corporate 1-5 Year Index OAS (bps)2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 Corporate (1–5)174 70 61 65 62 196 639 166 136 227 110 89 99 121 96 61 114 61 60 49 Financial (1–5)165 51 50 57 56 212 663 204 158 308 126 93 96 104 100 60 116 63 62 53 Industrial (1–5)176 86 73 75 69 181 624 135 116 164 96 85 103 134 92 61 112 59 57 46 Utility (1–5)236 79 63 73 71 175 576 155 131 169 110 99 89 120 101 64 126 70 63 54 As of June 30, 2021 Past performance is not indicative of future results. Source: ICE Data Services 61 430 60 4930 80 130 180 230 280 330 380 430 480 Dec-18 Jun-19 Dec-19 Jun-20 Dec-20 Jun-21 Ba s i s P o i n t s 75 19 Short Duration Cross Sector Relative Value Source: ICE Data Services, MetLife Investment Management Past performance is not indicative of future results. As of July 15, 2021 76 20 3. Portfolio Review 77 21 Portfolio Performance1 - 2017 Toll Revenue I-15 Project Fund As of June 30, 2021 1.Past performance is not indicative of future results. The Since Inception performance returns of the portfolio is as of the first full month following the funding date. The performance benchmark shown for the Riverside County I-15 Express Lanes 2017 Toll Revenue Project Portfolio is the FTSE 6-Month U.S. Treasury Bill, which tracks the return of a six-month Treasury Bill to maturity and the FTSE 3-Month Treasury Bill, which tracks the return of a three-month Treasury Bill to maturity and is shown for discussion purposes only. Portfolio Characteristics 3/31/21 Yield to Maturity 0.23% Duration 0.37 Years Average Quality (Moody’s)Aa3 Portfolio Market Value $37,634,651 6/30/21 Yield to Maturity 0.21% Duration 0.31 Years Average Quality (Moody’s)Aa3 Portfolio Market Value $34,107,355 Portfolio Performance (%)1 QTD 1-Year Since Inception Annualized (8/1/2017) 2017 Toll Revenue I-15 Project Fund (Gross of Fees)0.08 0.33 1.56 2017 Toll Revenue I-15 Project Fund (Net of Fees)0.06 0.24 1.46 FTSE 3-Month Treasury Bill 0.01 0.08 1.32 Asset Allocation 3/31/21 Asset Allocation 6/30/21 30% 16% 10% 4% 5% 11% 12%12% Corporate Municipal Agency RMBS /CMBS ABS Treasury CP CD 27% 14%17% 4% 6% 11% 7%14% Corporate Municipal Agency RMBS / CMBS ABS Treasury CP CD 78 22 Portfolio Performance1 - 2013 SR-91 Project Residual As of June 30, 2021 1.Past performance is not indicative of future results. Inception date 1/4/18. Performance returns are calculated as of the first full month following the funding date. The performance benchmark shown for the Riverside County 2013 Residual Fund Portfolio is the ICE BofA 0-2 Year U.S. Treasury Index, which is a broad-based index that measures short-term Treasury Notes and Bonds with a maturity range between zero and two years. The custom benchmark is the ICE BofA 0-2 Year U.S. Treasury Index from inception to 12/31/20 and the ICE BofA 1-3 Year U.S. Treasury Index, from 1/1/21 to present, which is a broad- based index that measures short-term Treasury Notes and Bonds with a maturity range between one and three years and is presented for discussion purposes only. Portfolio Characteristics 3/31/21 Yield to Maturity 0.38% Duration 1.54 Years Average Quality (Moody’s)Aa1 Portfolio Market Value $27,022,360 6/30/21 Yield to Maturity 0.36% Duration 1.62 Years Average Quality (Moody’s)Aa1 Portfolio Market Value $27,061,019 Portfolio Performance (%)1 QTD 1-Year Since Inception Annualized (2/1/2018) Riverside County 2013 SR-91 Project Residual Fund (Gross of Fees)0.14 0.49 2.24 Riverside County 2013 SR-91 Project Residual Fund (Net of Fees)0.12 0.40 2.14 ICE BofA U.S. Treasury Index 0-2 Year 0.01 0.17 1.94 Custom Benchmark -0.03 0.04 1.90 Asset Allocation 3/31/21 Asset Allocation 6/30/21 21% 5% 7%10%7% 5% 44% 1% Corporate Municipal Agency RMBS CMBS ABS Treasury MMKT 25% 6% 7%11% 8% 8% 35% Corporate Municipal Agency RMBS CMBS ABS Treasury 79 23 Portfolio Performance1 - 2017 Toll Revenue I-15 Ramp Up Reserve As of June 30, 2021 1.Past performance is not indicative of future results. Inception date 12/5/17. Performance returns are calculated as of the first full month following the funding date. Performance for periods greater than one year are annualized. The performance benchmark shown for the Riverside County I-15 Express Lanes Toll Revenue Reserve Portfolio is the ICE BofA 0-2 Year U.S. Treasury Index, which is a broad-based index that measures short-term Treasury Notes and Bonds with a maturity range between zero and two years and is presented for discussion purposes only. The custom benchmark is the ICE BofA 0-2 Year U.S. Treasury Index from inception to 12/31/20 and the ICE BofA 1-3 Year U.S. Treasury Index, from 1/1/21 to present, which is a broad-based index that measures short-term Treasury Notes and Bonds with a maturity range between one and three years and is presented for discussion purposes only. Portfolio Characteristics 3/31/21 Yield to Maturity 0.33% Duration 1.57 Years Average Quality (Moody’s)Aaa Portfolio Market Value $16,517,121 6/30/21 Yield to Maturity 0.34% Duration 1.62 Years Average Quality (Moody’s)Aaa Portfolio Market Value $15,715,076 Asset Allocation 3/31/21 Asset Allocation 6/30/21 Portfolio Performance (%)1 QTD 1-Year Since Inception Annualized (1/1/2018) 2017 Toll Revenue I-15 Ramp Up Reserve (Gross of Fees)0.09 0.48 2.23 2017 Toll Revenue I-15 Ramp Up Reserve (Net of Fees)0.06 0.38 2.14 ICE BofA U.S. Treasury Index 0-2 Year 0.01 0.17 1.89 Custom Benchmark -0.03 0.04 1.85 53% 8% 29% 10% Treasury Agency RMBS CMBS 48% 12% 30% 10% Treasury Agency RMBS CMBS 80 24 Portfolio Performance1 - Debt Reserve Fund As of June 30, 2021 1.Past performance is not indicative of future results. Performance returns for periods greater than one year are annualized. The performance benchmark shown for the Riverside County Debt Reserve Fund is the ICE BofA US Treasury 3-7 Year, which is a broad-based index consisting of U.S. Treasury securities with an outstanding par greater or equal to $1 billion and a maturity range from three to seven years, and the ICE BofA 1-3 Year U.S. Treasury Index, which is a broad based index that measures short-term Treasury Notes and Bonds with a maturity range between one and three years, and is presented for discussion purposes only. 19% 1% 5% 37% 38% Treasury TIPS Agency RMBS CMBS Portfolio Characteristics 3/31/21 Yield to Maturity 0.79% Duration 3.03 Years Average Quality (Moody’s)Aaa Portfolio Market Value $17,849,077 6/30/21 Yield to Maturity 0.77% Duration 2.78 Years Average Quality (Moody’s)Aaa Portfolio Market Value $17,910,451 Asset Allocation 3/31/21 Asset Allocation 6/30/21 Portfolio Performance (%)1 QTD 1-Year Since Inception Annualized (8/1/2013) Total Debt Service Fund (Gross of Fees)0.34 0.28 2.53 Total Debt Service Fund (Net of Fees)0.32 0.18 2.43 ICE BofA U.S. Treasury Index 1-3 Year -0.03 0.07 1.37 ICE BofA U.S. Treasury Index 3-7 Year 0.79 -1.32 2.50 21% 6% 36% 37% Treasury Agency RMBS CMBS 81 25 Portfolio Performance1 - 91 Subordinate Reserve Account As of June 30, 2021 1.Past performance is not indicative of future results. The performance benchmark shown for the Riverside County 91 Subordinate Reserve Account is the ICE BofA US Treasury 3-7 Year, which is a broad- based index consisting of U.S. Treasury securities with an outstanding par greater or equal to $1 billion and a maturity range from three to seven years, and the ICE BofA 1-3 Year U.S. Treasury Index, which is a broad based index that measures short-term Treasury Notes and Bonds with a maturity range between one and three years, and is presented for discussion purposes only. 22% 1% 7% 37% 33% Treasury TIPS Agency RMBS CMBS Portfolio Characteristics 3/31/21 Yield to Maturity 0.61% Duration 2.62 Years Average Quality (Moody’s)Aaa Portfolio Market Value $20,997,273 6/30/21 Yield to Maturity 0.65% Duration 2.67 Years Average Quality (Moody’s)Aaa Portfolio Market Value $21,070,807 Asset Allocation 3/31/21 Asset Allocation 6/30/21 Portfolio Performance (%)1 QTD 1-Year Since Inception Annualized (7/1/2019) Total 91 Subordinate Reserve Fund (Gross of Fees)0.35 0.46 2.57 Total 91 Subordinate Reserve Fund (Net of Fees)0.33 0.36 2.47 ICE BofA U.S. Treasury Index 1-3 Year -0.03 0.07 2.05 ICE BofA U.S. Treasury Index 3-7 Year 0.79 -1.32 3.30 21% 10% 35% 34% Treasury Agency RMBS CMBS 82 26 RCTC Portfolios 2017 I-15 Project Portfolio Beginning Market Value (7/24/2017)Net Flows Market Value (6/30/2021) Change in Market Value 2017 Toll Revenue I-15 Project Fund $98,562,718 ($68,745,933)$34,107,355 $4,290,569 Portfolio Beginning Market Value (12/5/2017)Net Flows Market Value (6/30/2021) Change in Market Value 2017 Toll Revenue I-15 Ramp Up Reserve $7,723,487 $7,344,207 $15,715,076 $647,382 Total Project $106,286,205 ($61,404,726) $49,822,431 $4,937,952 2013 SR 91 Reserve and Residual Funds Portfolio Beginning Market Value (7/3/2013)Net Flows Market Value (6/30/2021) Change in Market Value Debt Service Reserve Fund $17,667,869 ($3,442,408)$17,910,451 $3,684,990 Portfolio Beginning Market Value (7/3/2013)Net Flows Market Value (6/30/2021) Change in Market Value 2013 SR-91 Project Residual Fund $3,292,782 +$22,338,172 27,061,019 $1,430,066 Portfolio Beginning Market Value (6/6/2019)Net Flows Market Value (6/30/2021) Change in Market Value Subordinate Reserve Account $0 +$20,000,000 $21,070,807 $1,070,807 83 27 4. Appendix 84 28 Disclosures 1.As of March 31, 2021, subsidiaries of MetLife, Inc. that provide investment management services to MetLife’s general account, separate accounts and/or unaffiliated/third party investors include Metropolitan Life Insurance Company, MetLife Investment Management, LLC, MetLife Investment Management Limited, MetLife Investments Limited, MetLife Investments Asia Limited, MetLife Latin America Asesorias e Inversiones Limitada, MetLife Asset Management Corp. (Japan), and MIM I LLC. This material is intended for institutional investor, qualified investor and financial professional use only. Not suitable for use with general retail public. This document is being provided to you at your specific request. This document has been prepared by MetLife Investment Management, LLC (formerly, MetLife Investment Advisors, LLC), a U.S. Securities Exchange Commission-registered investment adviser. MetLife Investment Management, LLC is a subsidiary of MetLife, Inc. and part of MIM.1 Registration with the SEC does not imply a certain level of skill or that the SEC has endorsed the investment advisor. MetLife, Inc. provides investment management services to affiliates and unaffiliated/third party clients through various subsidiaries. MetLife Investment Management (“MIM”), MetLife, Inc.’s institutional investment management business, is responsible for investments in a range of asset sectors, public and privately sourced, including corporate and infrastructure private placement debt, real estate equity, commercial mortgage loans, customized index strategies, structured finance, emerging market debt, and high yield debt. MIM has invested on behalf of unaffiliated/third party clients since 2009. The information contained herein is intended to provide you with an understanding of the depth and breadth of MIM’s investment management services and investment management experience. This document has been provided to you solely for informational purposes and does not constitute a recommendation regarding any investments or the provision of any investment advice, or constitute or form part of any advertisement of, offer for sale or subscription of, solicitation or invitation of any offer or recommendation to purchase or subscribe for any securities or investment advisory services. Unless otherwise specified, the information and opinions presented or contained in this document are provided as of the quarter end noted herein. It should be understood that subsequent developments may affect the information contained in this document materially, and MIM shall not have any obligation to update, revise or affirm. It is not MIM’s intention to provide, and you may not rely on this document as providing, a complete or comprehensive analysis of MIM’s investment portfolio, investment strategies or investment recommendations. No money, securities or other consideration is being solicited. No invitation is made by this document or the information contained herein to enter into, or offer to enter into, any agreement to purchase, acquire, dispose of, subscribe for or underwrite any securities or structured products, and no offer is made of any shares in or debentures of a company for purchase or subscription. Prospective clients are encouraged to seek advice from their legal, tax and financial advisors prior to making any investment. No money, securities or other consideration is being solicited. No invitation is made by this document or the information contained herein to enter into, or offer to enter into, any agreement to purchase, acquire, dispose of, subscribe for or underwrite any securities or structured products, and no offer is made of any shares in or debentures of a company for purchase or subscription. Prospective clients are encouraged to seek advice from their legal, tax and financial advisors prior to making any investment. Confidentiality. By accepting receipt or reading any portion of this Presentation, you agree that you will treat the Presentation confidentially. This reminder should not be read to limit, in any way, the terms of any confidentiality agreement you or your organization may have in place with MetLife Investment Management, LLC. This document and the information contained herein is strictly confidential (and by receiving such information you agree to keep such information confidential) and are being furnished to you solely for your information and may not be used or relied upon by any other party, or for any other purpose, and may not, directly or indirectly, be forwarded, published, reproduced, disseminated or quoted to any other person for any purpose without the prior written consent of MIM. Any forwarding, publication, distribution or reproduction of this document in whole or in part is unauthorized. Any failure to comply with this restriction may constitute a violation of applicable securities laws. Past performance is not indicative of future results. No representation is being made that any investment will or is likely to achieve profits or losses or that significant losses will be avoided. There can be no assurance that investments similar to those described in this document will be available in the future and no representation is made that future investments managed by MIM will have similar returns to those presented herein. All information has been presented in U.S. dollars. Actual returns may increase or decrease due to currency fluctuations. No offer to purchase or sell securities. This Presentation does not constitute an offer to sell or a solicitation of an offer to buy any security and may not be relied upon in connection with the purchase or sale of any security. No reliance, no update and use of information. You may not rely on this Presentation as the basis upon which to make an investment decision. To the extent that you rely on this Presentation in connection with any investment decision, you do so at your own risk. This Presentation is being provided in summary fashion and does not purport to be complete. The information in the Presentation is as of the date indicated on the cover of this document unless otherwise specified and MIM does not intend to update the information after its distribution, even in the event that the information becomes materially inaccurate. Certain information contained in this Presentation, includes performance and characteristics of MIM’s by independent third parties, or have been prepared internally and have not been audited or verified. Use of different methods for preparing, calculating or presenting information may lead to different results for the information presented, compared to publicly quoted information, and such differences may be material. Risk of loss. An investment in the strategy described herein is speculative and there can be no assurance that the strategy’s investment objectives will be achieved. Investors must be prepared to bear the risk of a total loss of their investment. No tax, legal or accounting advice. This Presentation is not intended to provide, and should not be relied upon for, accounting, legal or tax advice or investment recommendations. Any statements of U.S. federal tax consequences contained in this Presentation were not intended to be used and cannot be used to avoid penalties under the U.S. Internal Revenue Code or to promote, market or recommend to another party any tax-related matters addressed herein. L0721015254[exp0122][All States]85 29 End Notes Explanatory Note The following information is relevant to an understanding of our assets under management ("AUM"). Our definitions may differ from those used by other companies. Total Assets Under Management (“Total AUM”) is comprised of GA AUM plus Institutional Client AUM (each, as defined below). General Account AUM (“GA AUM”) is used by MetLife to describe assets in its general account ("GA") investment portfolio which are actively managed and stated at estimated fair value. GA AUM is comprised of GA total investments and cash and cash equivalents, excluding policy loans, contractholder-directed equity securities, fair value option securities and certain other invested assets, as substantially all of these assets are not actively managed in MetLife’s GA investment portfolio. Mortgage loans (including commercial, agricultural and residential) and real estate and real estate joint ventures included in GA AUM (at net asset value, net of deduction for encumbering debt) have been adjusted from carrying value to estimated fair value. Classification of GA AUM by sector is based on the nature and characteristics of the underlying investments which can vary from how they are classified under GAAP. Accordingly, the underlying investments within certain real estate and real estate joint ventures that are primarily commercial mortgage loans (at net asset value, net of deduction for encumbering debt) have been reclassified to exclude them from real estate equity and include them as commercial mortgage loans. Institutional Client AUM is comprised of SA AUM plus TP AUM (each, as defined below). MIM manages Institutional Client AUM in accordance with client guidelines contained in each investment contract (“Mandates”). Separate Account AUM (“SA AUM”) is comprised of separate account investment portfolios of MetLife insurance companies, which are managed by MetLife and included in MetLife, Inc.’s consolidated financial statements at estimated fair value. Third Party AUM (“TP AUM”) is comprised of non-proprietary assets managed by MetLife on behalf of unaffiliated/third party clients, which are stated at estimated fair value. Such non-proprietary assets are owned by unaffiliated/third-party clients and, accordingly, are not included in MetLife, Inc.’s consolidated financial statements. Additional information about MetLife’s general account investment portfolio is available in MetLife, Inc.’s quarterly financial materials for the quarter ended September 30, 2020, which may be accessed through MetLife’s Investor Relations web page at https://investor.metlife.com. 86 © 2021 MetLife Services and Solutions, LLC, New York, NY 10166 - All Rights Reserved. 87 PAYDEN.COM LOS ANGELES | BOSTON | LONDON | MILAN 2nd Quarter 2021 QUARTERLY PORTFOLIO REVIEWQUARTERLY PORTFOLIO REVIEW Riverside County Transportation Commission ATTACHMENT 18 88 LETTER FROM THE CEO July 2021 Dear Client, It’s hard to believe that we are approaching over a year-and-a-half of living and working through the Covid-19 pandemic. Payden & Rygel celebrated its 37th year in business even while employees worked from home, with the same ownership and culture of collaboration we have always maintained. Our culture is based on the view that competition should be external and not internal, and this led to the most productive year for our clients and associates since the firm began in 1983. As we assess the challenges that lay ahead for the remainder of 2021, we are entering a unique period in economic history, thus making predictions difficult. While spending on goods (e.g., autos, housing, and appliances) took off during the pandemic, spending on services remains below pre-pandemic levels. As the economy continues to reopen, we expect to see a moderation in spending on goods and increased spending on services. When it comes to the labor market, the main concern seems to be a shortage of labor supply, not a lack of available jobs—a very different recovery compared to the post-2008 recovery. In addition, we expect to see labor force participation pick up, as more of the population becomes vaccinated, children return to school, and enhanced unemployment benefits expire. Finally, we anticipate that supply bottlenecks driving inflation will wane toward the end of the year. The Federal Reserve believes that current price pressure will resolve itself as production bottlenecks abate over time. Because this inflation is expected to be transitory, we believe the Federal Reserve will maintain its accommodative stance and not begin to taper asset purchases before 2022. Outright hikes in the Fed policy rate may not occur until 2023. Such a scenario would bode well for bonds and stocks. Your portfolio reflects a balance of these various factors, and we will continue to be vigilant for any changes that could materially affect the financial markets. We hope you and your family have weathered this period successfully—our very best wishes for continued health and safety. As a reminder, we are always here to answer any questions related to your portfolio should they arise. Warmest regards, Joan A. Payden President & CEO 89 ECONOMIC REVIEW AND OUTLOOK One of the biggest drivers of growth in the second quarter has been the successful rollout of vaccines. While Canada and the European Union got off to a slow start in the first quarter, they have successfully accelerated the pace of inoculations in the last three months. As vaccination rates increase, countries can safely lift restrictions, allowing for a fuller reopening of the economy. We expect to see the positive economic impact of vaccines reflected in the GDP data for Q2, especially in the leisure and hospitality sectors. We also expect to see the pace of inoculations in developing countries pick-up in the second half of the year. Percent of People Vaccinated* Canada 0% 10% 20% 30% 40% 50% 60% 70% Dec '20 Jan '21 Feb '21 Mar '21 Apr '21 May '21 Jun '21 U.K. U.S. European Union Brazil Mexico Australia Source: Our World in Data *At least one dose. Countries with higher vaccination rates will benefit from fewer Covid-related restrictions on economic activity THE GLOBAL VACCINE ROLLOUT IS PICKING UP STEAM WHICH SHOULD DRIVE GROWTH Percent Change from Pre-Pandemic Projections for 2021 Q4 Inflation remained a concern for investors in the second quarter. Fed Chair Powell addressed market participants’ worries after the June Federal Open Market Committee meeting by referring to the case of lumber. Speculators had piled into the commodity recently, trying to take advantage of the short-term imbalance between low supply and booming demand from the housing sector and causing prices to reach all-time highs. Then, as supply began to catch up, those same speculators closed their positions, causing a price decline as dramatic as its increase. In Powell’s words, the prices driving high inflation readings are due to “shortages and bottlenecks and the like” and should start to revert to normal, which “we did see in the case of lumber.” ECONOMIC REVIEW AND OUTLOOKECONOMIC REVIEW AND OUTLOOK HIGHER COMMODITY PRICES, INCLUDING LUMBER, HAVE SPURRED INFLATION FEARS $0 $200 $400 $600 $800 $1,000 $1,200 $1,400 $1,600 $1,800 2016 2017 2018 2019 2020 2021 LumberPrice Per 1000 Board Feet Source: Bloomberg Lumber prices skyrocketed in May, adding to inflation fears However, prices have started to fall again as supply catches up 90 Riverside County Transportation Commission 2812 Portfolio Review and Market Update - 2nd Quarter 2021 PORTFOLIO CHARACTERISTICS (As of 6/30/2021) $55.8 millionPortfolio Market Value AA+Weighted Average Credit Quality 1.73 yearsWeighted Average Duration 0.35%Weighted Average Yield to Maturity DURATION DISTRIBUTION 0% 10% 20% 30% 40% 50% 60% 0 - 1 1 - 2 2 - 3 3+ Years SECTOR ALLOCATION 0% 10% 20% 30% 40% 50% 60% Tre a s u r i e s Mu n i c i p a l IG C o r p o r a t e s MB S AB S Ag e n c i e s Ca s h PORTFOLIO RETURNS - Periods Ending 6/30/2021 Since Inception (3/1/15) Trailing 1 Yr Trailing 3 Yr 2nd Quarter RCTC Operating Portfolio 0.05% 0.42% 2.88% 1.75% ICE BofA 1-3 Year US Treasury Index -0.03% 0.07% 2.68% 1.52% Periods over one year are annualized Payden & Rygel • 333 South Grand Avenue • Los Angeles, California 90071 • (213) 625-1900 • www.payden.com91 Portfolio Review and Market Update - 2nd Quarter 2021 2812 MARKET THEMES The second quarter saw global growth pick-up spurred by widespread vaccinations, business re-openings, fiscal aid, and increased consumer spending. Economic resilience to the latest Covid-19 outbreaks supported upward revisions to growth forecasts against a backdrop of still-accommodative monetary policy and elevated commodity prices. In the U.S. attention shifted to inflationary pressures after May’s record year-over-year core PCE print of 3.4% while the June FOMC meeting revealed the official opening of discussions on the tapering of bond purchases. The U.S. Treasury yield curve flattened with front-end yields higher and longer yields lower. Credit risk premiums declined across most asset classes enhancing positive returns for many fixed income sectors, and equities across the globe moved higher. STRATEGY We continue to emphasize a balance between credit diversification and quality using corporates, asset-backed securities (ABS) and mortgage-backed securities (MBS), to maintain diversified sources of high-quality income. n We utilized corporate issuance to optimize positioning and increased floating rate securities to generate portfolio income without extending duration. n INTEREST RATES At the June FOMC meeting policy makers reiterated their commitment to keeping Fed Funds in the 0.00-0.25% range, opened discussions on the tapering of bond purchases, and moved forward the projection of at least one rate hike by year end 2022. The Fed also increased the interest rate on excess reserves and the overnight reverse repurchase facility by five basis points to alleviate negative-rate pressure in short-term funding markets. U.S. Treasury yields three years and shorter increased modestly over the quarter, with the two-year maturity higher 9 basis points to 0.25%. The slope between two- and five-year maturities flattened 14 basis points to finish the quarter at 64 basis points. n One-month and three-month LIBOR yields declined slightly to 0.10% and 0.14%, respectively.n A steep front end curve provides attractive future total return potential.n SECTORS We remain overweight credit, which was the largest contributor toward alpha for the quarter. One-year to five-year U.S. corporate spreads tightened 15 basis points, closing at +49 basis points and the tightest on record, reflecting broad and robust corporate earnings and a strong economic outlook. ABS spreads compressed 6 basis points to November 2012 tights. Payden & Rygel • 333 South Grand Avenue • Los Angeles, California 90071 • (213) 625-1900 • www.payden.com92 LOS ANGELES 333 South Grand Avenue Los Angeles, California 90071 213 625-1900 BOSTON 265 Franklin Street Boston, Massachusetts 02110 617 807-1990 LONDON 1 Bartholmew Lane London EC2N 2AX UK +44 (0) 20-7621-3000 MILAN Corso Matteotti, 1 20121 Milan, Italy +39 02 76067111 OUR STRATEGIES Multi-Sector Short Maturity Bonds U.S. Core Bond Absolute Return Fixed Income Strategic Income Global Fixed Income Liability Driven Investing For more information about Payden & Rygel’s strategies, contact us at a location listed below. PAYDEN.COM LOS ANGELES |BOSTON |LONDON |MILAN OVER 35 YEARS OF INSPIRING CONFIDENCE WITH AN UNWAVERING COMMITMENT TO OUR CLIENTS’ NEEDS. Available in: Separate Accounts – Mutual Funds (U.S. and UCITS) Collective Trusts (“CITs”) – Customized Solutions Sector-Specific Emerging Markets Debt Government/Sovereign High Yield Bonds & Loans Inflation-Linked/TIPS Investment Grade Corporate Bonds Municipal Bonds (U.S.) Securitized Bonds Income-Focused Equities Equity Income 93 County of Riverside Treasurer-Tax Collector's Pooled Investment Fund June 2021 ATTACHMENT 19 94 Contents COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR 1 2| Treasurer-Tax Collector’s Pooled Investment Fund 3| Economy 4| Market Data 6| Portfolio Data 8| Compliance Report 9| Month End Holdings https://www.alamy.com/stock-image-the-limestone-facade-of-the-world-famous-new-york-stock-exchange-building-162296924.html Click to listen to Chair Jerome Powell during FOMC Press Conference - https://www.youtube.com/watch?v=PDWPZkLcWgE 95 COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR 2 The Treasurer’s Pooled Investment Fund is comprised of contributions from the county, schools, special districts, and other discretionary depositors throughout the County of Riverside. The primary objective of the Treasurer shall be to safeguard the principal of the funds under the Treasurer's control, meet the liquidity needs of the depositor, and to maximize a return on the funds within the given parameters. The Treasurer-Tax Collector and the Capital Markets team are committed to maintaining the highest credit ratings. The Treasurer’s Pooled Investment Fund is currently rated Aaa-bf by Moody’s Investor Service and AAAf/S1 by Fitch Ratings, two of the nation’s most trusted bond credit rating services. Since its inception, the Treasurer’s Pooled Investment Fund has been in full compliance with the Treasurer’s Statement of Investment Policy, which is more restrictive than California. Treasurer’s Statement Capital Markets Team Matt Jennings Treasurer-Tax Collector Giovane Pizano Assistant Treasurer Steve Faeth Senior Investment Manager Isela Licea Assistant Investment Manager Treasurer-Tax Collector’s Pooled Investment Fund 6-Month Pool Performance Investors continued to focus on inflation and its impact on values and shortages, while monetary policy dominated market news in June. Economic data continued to point to strong growth, but material and labor shortages pinched the growth of the manufacturing sector and small businesses. Savers, and the Treasurer - Tax Collector’s Pooled Investment Fund (TPIF) welcomed the slight change in FED policy, as it drove front end rates slightly higher. The latest survey on Manufacturing PMI released in June, indicated another strong month of growth in May, registering 61.2 for the 12th consecutive month of expansion in the U.S. But while the top line number is impressive, and customer demand remains high, supply problems are driving goods prices higher and pinching growth. The ‘prices paid’ component of the most re- cent ISM services report reached the sec- ond highest on record. In addition to supply chain shortages, employers are now finding it difficult to find new employees. In the latest National Federation of Independent Business (NFIB) report, nearly half of small business owners had open positions they were unable to fill. The JOLTS Job Openings number best in- capsulates the challenge. The June num- ber printed at 9.28 Mn, which was stronger than the previous level of 8.1Mn. Compa- nies are bumping up wages to try to at- tract employees. Real estate continues to boom. River- side County’s housing market is a prime example, with the most recent data show- ing median single-family home prices up 22.6% year over year! CPI Ex Food and Energy YoY increased to 3.8% from the previous level of 3.0% and was above market expectations. The FED’s view of the increase in inflation is that it is transitory and continues to view inflation “anchored at its 2% average for the long- term”. The FED slightly adjusted its monetary policy and economic outlook, which caused short-term treasury rates to rise. On June 16, 2021 the FOMC increased the rate paid on excess reserve balances to 0.15% and the overnight reverse repur- chase agreement rate to 0.05%. The FED’s economic outlook also improved as re- flected by the FED’s Summary of Economic Projections (DOT PLOT) released on June 16, 2021. The DOT PLOT view of the economy and interest rate outlook improved. The GDP consensus for 2021 increased from 6.5% to 7.0%. The number of FED voting members who see a rate hike in 2022 and 2023 in- creased significantly. Yet, the FOMC voted to keep FED Funds rate at the target range of 0.00% to 0.25%. The FOMC also made no changes to its monthly purchases of $80 billion of agency mortgage-backed securi- ties and $40 billion of treasury securities. In fixed income markets, the 3-month Treasury Bill yield increased from 0.0076% to 0.046% during the month; and the 5-Year Treasury Note increased from 0.80% to 0.89%. Stocks languished, with the Dow Jones Industrial Average beginning the month at 34,600 and ending at 34,600. Matt Jennings Treasurer-Tax Collector Monthly Commentary Rates Inched up While Shortages Pinched Growth Month End Market Value ($)* Month End Book Value ($) Paper Gain or Loss ($) Paper Gain or Loss (%) Book Yield (%) WAM (Yrs) Jun-21 9,505,561,665.45 9,503,657,508.92 1,904,156.53 0.020% 0.27 1.15 May-21 9,566,648,736.34 9,558,825,055.66 7,823,680.68 0.082% 0.28 1.13 Apr-21 9,911,455,098.24 9,906,827,680.01 4,627,418.23 0.047% 0.29 1.14 Mar-21 9,083,152,137.41 9,083,444,252.70 (292,115.29) -0.003% 0.31 1.21 Feb-21 8,400,688,973.68 8,393,142,956.65 7,546,017.03 0.090% 0.34 1.12 Jan-21 8,926,362,228.01 8,911,959,146.12 14,403,081.89 0.162% 0.34 1.03 *Market values do not include accrued interest. 96 COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR 3 Economy Private Sector Average Hourly Earnings Y/Y Nonfarm Payrolls Total M/M Change SA Durable Goods Percent Chg. Y/Y New Home Sales SAAR Key Economic Indicators Release Date Indicator Actual Consensus Prior Year 06/24/2021 Real GDP - Q/Q Change 6.4% 6.4% -5.0% 06/04/2021 Unemployment Rate - Seasonally Adjusted 5.8% 5.9% 13.3% 06/04/2021 Non-Farm Payrolls - M/M Change - Thousands 559 675 2,509 06/10/2021 CPI - Y/Y Change 5.0% 4.7% 0.1% 06/10/2021 CPI Ex Food and Energy - Y/Y Change 3.5% 3.8% 1.2% 06/03/2021 ISM Non-Manufacturing Index (> 50 indicates growth) 64.0 63.2 45.4 06/23/2021 New Home Sales - SAAR - Thousands 769 865 676 06/04/2021 Factory Orders - M/M Change -0.6% -0.2% -10.3% 06/04/2021 Durable Goods Orders - New Orders - M/M Change -1.3% -1.3% -17.7% *Note: 'Prior Year' displays final estimates of indicator values from the equivalent period of the prior year. 97 COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR 4 U.S. Treasury Curve The US Treasury Curve and its values are subject to frequent change and will be updated monthly with each issued TPIF report. Market Data Federal Open Market Committee Meeting The FOMC stated that progress on vaccinations has reduced the spread of COVID-19 in the United States, and will likely continue to reduce the effects of the public health crisis on the economy, but risk to the economic outlook re- main.. The FOMC maintained the Fed Funds Target Range of 0.0-0.25% The FOMC stated in their June statement, amid progress on vaccinations and strong policy support, indicators of eco- nomic activity and employment have strengthened. The FOMC is committed to using its full range of tools to support the U.S. economy in this challenging time, thereby promoting its maximum employment and price stability goals . Fed Funds Target Rate (Upper Limit) 98 * Values listed for commodities and stocks are in US dollars and are as of the final business day of each month. COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR 5 U.S. Treasuries Market Data cont’d Commodities Stocks 99 The County of Riverside’s Treasurer’s Pooled Investment Fund is currently rated AAA-bf by Moody’s Investor Service and AAAf/S1 by Fitch Ratings. Moody’s Asset Rating (000’s) S&P Asset Rating (000’s) COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR 6 Portfolio Data Based on historic and current financial conditions within the County, the Pool is expected to maintain sufficient liquidity of funds to cover County expenses for the next twelve months. * Values listed in Cash Flow Table are in millions of USD. 12-Month Projected Cash Flow Month Monthly Receipts Monthly Disbursements Difference Required Matured Investments Balance Actual Investments Maturing Available to Invest > 1 Year 07/2021 36.24 07/2021 1,034.19 1,472.64 -438.45 402.21 - 2,532.69 08/2021 965.41 1,004.62 -39.21 39.21 - 426.50 09/2021 1,146.18 1,214.91 -68.73 68.73 - 1,120.67 10/2021 1,249.55 1,343.18 -93.63 93.63 - 500.00 11/2021 1,371.49 1,197.65 173.84 173.84 514.00 12/2021 2,634.19 1,400.00 1234.19 1,408.03 15.00 01/2022 1,150.00 2,000.00 -850.00 558.03 465.50 02/2022 1,100.00 1,500.00 -400.00 158.03 300.00 03/2022 1,300.00 1,551.62 -251.62 93.59 - 155.00 04/2022 2,476.30 1,542.08 934.22 934.22 94.20 05/2022 1,700.00 2,200.00 -500.00 434.22 225.00 06/2022 2,000.00 2,400.00 -400.00 34.22 57.98 TOTALS 18,127.31 18,826.70 (699.39) 697.37 3,736.83 6,406.52 8,806.28 7.34% 67.41% 92.66% 100 Asset Maturity Distribution (Par Value, 000’s) Portfolio Data cont’d TIMMI The Treasurer’s Institutional Money Market Index (TIMMI) is a composite index of four AAA rated prime institutional money market funds. Their average yield is compared to the yield of the Treasurer’s Pooled Investment Fund in the above graph. Asset Allocation (000’s) COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR 7 Assets (000's) Scheduled Par Scheduled Book Scheduled Market Mkt/Book Yield WAL(Yr) Mat(Yr) MMKT 770,875.06 771,050.00 771,050.00 100% 0.04% 0.003 0.003 CALTRUST FND 93,213.17 94,017.20 94,017.20 100% 0.18% 0.003 0.003 DDA/PASSBK 450,000.00 450,000.00 450,000.00 100% 0.05% 0.003 0.003 US TREAS BILLS 2,235,000.00 2,234,091.18 2,234,591.40 100% 0.06% 0.350 0.350 US TREAS BONDS 615,000.00 614,612.27 614,692.35 100% 0.39% 2.587 2.587 FHLMC BONDS 740,710.00 740,606.07 738,667.65 100% 0.42% 1.107 2.362 FNMA BONDS 709,251.00 709,832.78 710,009.51 100% 0.64% 1.045 2.912 FHLB DISC NOTES 419,100.00 419,062.23 419,076.07 100% 0.03% 0.129 0.129 FHLB BONDS 841,896.25 841,598.59 841,043.00 100% 0.74% 1.700 3.201 FFCB DISC NOTES 67,000.00 66,971.82 66,976.07 100% 0.05% 0.618 0.618 FFCB BONDS 843,203.00 843,100.57 844,589.31 100% 0.43% 1.345 1.827 FARMER MAC 60,000.00 59,947.90 60,527.30 101% 0.61% 0.584 0.584 MUNI BONDS 74,545.00 73,636.38 75,352.31 102% 2.42% 0.813 0.813 COMM PAPER 836,250.00 836,150.27 836,159.99 100% 0.05% 0.109 0.109 NCDS 724,000.00 724,000.00 724,000.00 100% 0.14% 0.257 0.257 IFC BONDS 25,000.00 24,980.25 24,809.50 99% 0.27% 3.148 3.148 Totals (000's): 9,505,043.48 9,503,657.51 9,505,561.67 100% 0.27% 0.742 1.155 101 Compliance Status: Full Compliance The Treasurer’s Pooled Investment Fund was in full compliance with the County of Riverside’s Treasurer’s State- ment of Investment Policy. The County’s Statement of Investment Policy is more restrictive than California Gov- ernment Code 53646. The County’s Investment Policy is reviewed annually by the County of Riverside’s Over- sight Committee and approved by the Board of Supervisors. 1 Money Market Mutual Funds maturity may be interpreted as a weighted average maturity not exceeding 60 days. 2 Or must have an investment advisor with no fewer than 5 years experience and with assets under management of $500,000,000 USD. THIS COMPLETES THE REPORT REQUIREMENTS OF CALIFORNIA GOVERNMENT CODE 53646. COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR 8 Compliance Report GOVERNMENT CODE COUNTY INVESTMENT POLICY Investment Category Maximum Remaining Maturity Authorized % Limit S&P/ Moody's Maximum Remaining Maturity Authorized % Limit S&P/Moody's/ Fitch Actual % MUNICIPAL BONDS (MUNI) 5 YEARS NO LIMIT NA 4 YEARS 15% AA-/Aa3/AA- 0.77% U.S. TREASURIES 5 YEARS NO LIMIT NA 5 YEARS 100% NA 29.97% LOCAL AGENCY OBLIGATIONS (LAO) 5 YEARS NO LIMIT NA 3 YEARS 2.50% INVESTMENT GRADE 0.00% FEDERAL AGENCIES 5 YEARS NO LIMIT AAA 5 YEARS 100% NA 38.73% COMMERCIAL PAPER (CP) 270 DAYS 40% A1/P1 270 DAYS 40% A1/P1/F1 8.80% CERTIFICATE & TIME DE- POSITS (NCD & TCD) 5 YEARS 30% NA 1 YEAR 25% Combined A1/P1/F1 7.62% INT'L BANK FOR RECON- STRUCTION AND DEVELOP- MENT AND INT'L FINANCE CORPORATION NA NA NA 4 YEARS 20% AA/Aa/AA 0.26% REPURCHASE AGREEMENTS (REPO) 1 YEARS NO LIMIT NA 45 DAYS 40% max, 25% in term repo over 7 days A1/P1/F1 0.0% REVERSE REPOS 92 DAYS 20% NA 60 DAYS 10% NA 0.00% MEDIUM TERM NOTES (MTNO) 5 YEARS 30% A 3 YEARS 20% AA/Aa2/AA 0.00% CALTRUST SHORT TERM FUND NA NA NA DAILY LIQUIDITY 1.00% NA 0.99% MONEY MARKET MUTUAL FUNDS (MMF) 60 DAYS(1) 20% AAA/Aaa (2) DAILY LIQUIDITY 20% AAA by 2 Of 3 RATINGS AGC. 8.11% LOCAL AGENCY INVESTMENT FUND (LAIF) NA NA NA DAILY LIQUIDITY Max $50 million NA 0.00% CASH/DEPOSIT AC- COUNT NA NA NA NA NA NA 4.74% 102 Description Maturity Date Coupon Par Value Book Value Market Price Market Value Unrealized Gain/Loss FIDELITY GOV 07/01/2021 .010 1,000,000.00 1,000,000.00 100.000000 1,000,000.00 0.00 FEDERATED GOV 07/01/2021 .025 26,000,000.00 26,000,000.00 100.000000 26,000,000.00 0.00 WELLS FARGO GOV 07/01/2021 .025 11,000,000.00 11,000,000.00 100.000000 11,000,000.00 0.00 BLACKROCK GOV 07/01/2021 .025 38,000,000.00 38,000,000.00 100.000000 38,000,000.00 0.00 JP MORGAN GOV 07/01/2021 .026 119,000,000.00 119,000,000.00 100.000000 119,000,000.00 0.00 GOLDMAN SACHS GOV 07/01/2021 .026 226,000,000.00 226,000,000.00 100.000000 226,000,000.00 0.00 JP MORGAN PRIME 07/01/2021 .066 349,875,062.47 350,050,000.00 100.050000 350,050,000.00 0.00 .044 770,875,062.47 771,050,000.00 100.022693 771,050,000.00 0.00 CALTRUST SHT TERM FUND 07/01/2021 .225 93,213,169.12 94,017,200.84 100.862573 94,017,200.84 0.00 .225 93,213,169.12 94,017,200.84 100.862573 94,017,200.84 0.00 BANK OF THE WEST 07/01/2021 .050 450,000,000.00 450,000,000.00 100.000000 450,000,000.00 0.00 PACIFIC PREMIER BANK 07/01/2021 1.530 0.00 0.00 .000000 0.00 0.00 FIRST REPUBLIC BANK 07/01/2021 1.515 0.00 0.00 .000000 0.00 0.00 UB MANAGED RATE 07/01/2021 .069 0.00 0.00 .000000 0.00 0.00 .050 450,000,000.00 450,000,000.00 100.000000 450,000,000.00 0.00 U.S. TREASURY BILL 08/12/2021 .096 50,000,000.00 49,962,400.00 99.994000 49,997,000.00 34,600.00 U.S. TREASURY BILL 09/09/2021 .092 50,000,000.00 49,963,200.00 99.991000 49,995,500.00 32,300.00 U.S. TREASURY BILL 10/07/2021 .101 100,000,000.00 99,913,458.33 99.987000 99,987,000.00 73,541.67 U.S. TREASURY BILL 09/09/2021 .085 100,000,000.00 99,934,833.33 99.991000 99,991,000.00 56,166.67 U.S. TREASURY BILL 08/12/2021 .074 150,000,000.00 149,928,950.00 99.994000 149,991,000.00 62,050.00 U.S. TREASURY BILL 09/09/2021 .093 50,000,000.00 49,967,368.06 99.991000 49,995,500.00 28,131.94 U.S. TREASURY BILL 10/07/2021 .094 50,000,000.00 49,963,379.17 99.987000 49,993,500.00 30,120.83 U.S. TREASURY BILL 10/07/2021 .092 50,000,000.00 49,965,116.67 99.987000 49,993,500.00 28,383.33 U.S. TREASURY BILL 11/04/2021 .086 50,000,000.00 49,965,480.56 99.982000 49,991,000.00 25,519.44 U.S. TREASURY BILL 08/12/2021 .073 50,000,000.00 49,979,559.03 99.994000 49,997,000.00 17,440.97 U.S. TREASURY BILL 07/29/2021 .077 25,000,000.00 24,990,331.25 99.996000 24,999,000.00 8,668.75 U.S. TREASURY BILL 10/07/2021 .062 100,000,000.00 99,957,633.33 99.987000 99,987,000.00 29,366.67 U.S. TREASURY BILL 09/09/2021 .045 100,000,000.00 99,973,888.75 99.991000 99,991,000.00 17,111.25 U.S. TREASURY BILL 11/04/2021 .046 100,000,000.00 99,967,138.89 99.982000 99,982,000.00 14,861.11 U.S. TREASURY BILL 01/27/2022 .052 85,000,000.00 84,962,002.64 99.969000 84,973,650.00 11,647.36 U.S. TREASURY BILL 02/24/2022 .053 50,000,000.00 49,975,572.92 99.965000 49,982,500.00 6,927.08 U.S. TREASURY BILL 01/27/2022 .045 50,000,000.00 49,980,812.50 99.969000 49,984,500.00 3,687.50 U.S. TREASURY BILL 02/24/2022 .052 50,000,000.00 49,975,930.00 99.965000 49,982,500.00 6,570.00 U.S. TREASURY BILL 01/27/2022 .047 50,000,000.00 49,980,155.56 99.969000 49,984,500.00 4,344.44 U.S. TREASURY BILL 01/27/2022 .045 50,000,000.00 49,981,437.50 99.969000 49,984,500.00 3,062.50 U.S. TREASURY BILL 02/24/2022 .055 50,000,000.00 49,975,128.47 99.965000 49,982,500.00 7,371.53 U.S. TREASURY BILL 03/24/2022 .057 50,000,000.00 49,972,377.78 99.965000 49,982,500.00 10,122.22 U.S. TREASURY BILL 11/12/2021 .033 50,000,000.00 49,991,739.50 99.980000 49,990,000.00 -1,739.50 U.S. TREASURY BILL 03/24/2022 .032 50,000,000.00 49,986,218.75 99.965000 49,982,500.00 -3,718.75 U.S. TREASURY BILL 01/27/2022 .043 50,000,000.00 49,986,777.78 99.969000 49,984,500.00 -2,277.78 U.S. TREASURY BILL 06/16/2022 .070 50,000,000.00 49,964,661.67 99.930000 49,965,000.00 338.33 U.S. TREASURY BILL 10/14/2021 .044 50,000,000.00 49,993,033.33 99.986000 49,993,000.00 -33.33 U.S. TREASURY BILL 02/24/2022 .050 75,000,000.00 74,974,375.00 99.965000 74,973,750.00 -625.00 U.S. TREASURY BILL 07/20/2021 .041 50,000,000.00 49,998,519.44 99.998000 49,999,000.00 480.56 U.S. TREASURY BILL 08/05/2021 .046 100,000,000.00 99,994,691.67 99.996000 99,996,000.00 1,308.33 U.S. TREASURY BILL 09/02/2021 .044 100,000,000.00 99,991,444.44 99.991000 99,991,000.00 -444.44 U.S. TREASURY BILL 09/09/2021 .040 100,000,000.00 99,991,551.39 99.991000 99,991,000.00 -551.39 U.S. TREASURY BILL 10/14/2021 .042 50,000,000.00 49,993,466.65 99.986000 49,993,000.00 -466.65 U.S. TREASURY BILL 01/27/2022 .039 50,000,000.00 49,988,541.53 99.969000 49,984,500.00 -4,041.53 .060 2,235,000,000.00 2,234,091,175.89 99.981718 2,234,591,400.00 500,224.11 U.S. TREASURY BOND 11/30/2024 1.500 25,000,000.00 24,705,078.13 103.195000 25,798,750.00 1,093,671.87 U.S. TREASURY BOND 01/31/2026 .375 10,000,000.00 9,897,265.63 98.035000 9,803,500.00 -93,765.63 U.S. TREASURY BOND 01/31/2026 .375 10,000,000.00 9,894,140.63 98.035000 9,803,500.00 -90,640.63 U.S. TREASURY BOND 02/15/2024 .125 25,000,000.00 24,930,664.06 99.352000 24,838,000.00 -92,664.06 U.S. TREASURY BOND 04/30/2025 .375 15,000,000.00 14,956,640.63 98.957000 14,843,550.00 -113,090.63 U.S. TREASURY BOND 02/15/2026 1.625 10,000,000.00 10,401,560.00 103.691000 10,369,100.00 -32,460.00 U.S. TREASURY BOND 02/15/2026 1.625 10,000,000.00 10,466,015.63 103.691000 10,369,100.00 -96,915.63 U.S. TREASURY BOND 07/31/2025 .250 25,000,000.00 24,537,109.38 98.145000 24,536,250.00 -859.38 U.S. TREASURY BOND 02/28/2026 .500 20,000,000.00 19,910,508.60 98.527000 19,705,400.00 -205,108.60 U.S. TREASURY BOND 02/28/2025 1.125 10,000,000.00 10,231,250.00 101.852000 10,185,200.00 -46,050.00 U.S. TREASURY BOND 03/15/2024 .250 50,000,000.00 49,945,312.50 99.602000 49,801,000.00 -144,312.50 U.S. TREASURY BOND 03/31/2025 .500 25,000,000.00 24,855,468.75 99.527000 24,881,750.00 26,281.25 U.S. TREASURY BOND 03/31/2023 .125 50,000,000.00 49,966,796.88 99.840000 49,920,000.00 -46,796.88 U.S. TREASURY BOND 03/31/2025 .500 25,000,000.00 24,882,812.50 99.527000 24,881,750.00 -1,062.50 U.S. TREASURY BOND 03/31/2023 .125 50,000,000.00 49,978,515.63 99.840000 49,920,000.00 -58,515.63 U.S. TREASURY BOND 09/30/2022 .125 25,000,000.00 25,004,882.81 99.981000 24,995,250.00 -9,632.81 U.S. TREASURY BOND 05/31/2022 .125 50,000,000.00 50,035,156.25 100.023000 50,011,500.00 -23,656.25 U.S. TREASURY BOND 05/31/2022 .125 50,000,000.00 50,029,296.88 100.023000 50,011,500.00 -17,796.88 U.S. TREASURY BOND 05/31/2022 .125 75,000,000.00 75,043,945.31 100.023000 75,017,250.00 -26,695.31 U.S. TREASURY BOND 06/30/2026 .875 20,000,000.00 19,993,166.80 100.000000 20,000,000.00 6,833.20 U.S. TREASURY BOND 06/30/2026 .875 35,000,000.00 34,946,679.69 100.000000 35,000,000.00 53,320.31 .385 615,000,000.00 614,612,266.69 99.949976 614,692,350.00 80,083.31 FHLMC 1.5Yr 09/23/2021 .370 25,000,000.00 25,000,000.00 100.074000 25,018,500.00 18,500.00 FHLMC 1.5Yr 09/23/2021 .370 25,000,000.00 25,000,000.00 100.074000 25,018,500.00 18,500.00 FHLMC 1.5Yr 09/23/2021 .370 25,000,000.00 25,000,000.00 100.074000 25,018,500.00 18,500.00 FHLMC 1.5Yr 09/23/2021 .370 25,000,000.00 25,000,000.00 100.074000 25,018,500.00 18,500.00 FHLMC 1.5Yr 09/23/2021 .370 25,000,000.00 25,000,000.00 100.074000 25,018,500.00 18,500.00 FHLMC 1.5Yr 09/30/2021 .370 25,000,000.00 25,000,000.00 100.070000 25,017,500.00 17,500.00 FHLMC 5YrNc1YrB 05/12/2025 .800 10,000,000.00 10,000,000.00 99.801000 9,980,100.00 -19,900.00 FHLMC 5YrNc1YrQ 05/27/2025 .750 10,000,000.00 10,000,000.00 100.014000 10,001,400.00 1,400.00 FHLMC 5YrNc1YrQ 05/28/2025 .730 10,000,000.00 10,000,000.00 100.011000 10,001,100.00 1,100.00 FHLMC 5YrNc1YrQ 05/28/2025 .730 5,000,000.00 5,000,000.00 100.011000 5,000,550.00 550.00 FHLMC 4YrNc2YrO 06/03/2024 .500 10,000,000.00 10,000,000.00 99.941000 9,994,100.00 -5,900.00 FHLMC 4.9YrNc11MoB 05/28/2025 .750 15,000,000.00 14,992,500.00 99.666000 14,949,900.00 -42,600.00 FHLMC 5YrNc2YrB 06/09/2025 .650 15,000,000.00 15,000,000.00 99.702000 14,955,300.00 -44,700.00 FHLMC 4YrNc2YrO 07/01/2024 .500 5,000,000.00 5,000,000.00 99.919000 4,995,950.00 -4,050.00 FHLMC 2.5YrNc1YrB 01/13/2023 .320 15,000,000.00 15,000,000.00 100.008000 15,001,200.00 1,200.00 FHLMC 4YrNc1YrQ 07/15/2024 .570 5,000,000.00 5,000,000.00 99.944000 4,997,200.00 -2,800.00 FHLMC 2YrNc1YrB 07/20/2022 .250 5,000,000.00 5,000,000.00 100.009000 5,000,450.00 450.00 FHLMC 2.5YrNc1YrB 10/20/2022 .320 15,000,000.00 15,000,000.00 100.000000 15,000,000.00 0.00 US TREAS BONDS 91282CAB7 91282CBQ3 FHLMC BONDS 912828ZR4 912828ZR4 3134GVE95 3134GV3A4 3134GV5R5 GOFXX WFFXX 3134GWBX3 CASH CASH 9127964L0 912796C31 912796D30 9127964W6 9127964B2 CASH 9127964L0 912796C31 US TREAS BILLS 9127964B2 9127964L0 3134GVRV2 3134GVB31 9127964V8 91282CAN1 912828ZR4 912828ZF0 OGVXX 91282CBU4 9127964V8 TFDXX 3134GVHN1 9127964B2 912796C56 9127964V8 912796C31 912796H51 912796C31 912796D30 912796C64 91282CBH3 91282CBH3 912796J26 3134GVHN1 Yield To Mat Modified Duration Years To Maturity Month End Portfolio Holdings CUSIP FRGXX .010 .003 91282CBM2 .003 Fund: 1 POOL FUND MMKT .003 .025 .003 .003 .025 .003 .003 .003 .026 .003 .003 .025 .003 .003.026 .064 .003 .003 .003 .003.043 .179 .003 .003 .179 .003 .003 .050 .003 .003 1.530 .000 .003 .000 .003 .069 .000 .003 1.515 .003 .003.050 .118 .118 .092 .194 .195 .101 .271 .271 .096 .194 .195 .074 .118 .118 .093 .194 .195 .085 .271 .271 .092 .271 .271 .086 .347 .348 .094 .118 .118 .077 .079 .079 .062 .271 .271 .073 .194 .195 .046 .348 .348 9127964L0 9127964W6 .045 .052 .577 .578 .053 .654 .655 .045 .577 .578 .052 .654 .655 .047 .577 .578 .045 .577 .578 .055 .654 .655 .057 .731 .732 .033 .369 .370 .032 .731 .732 .043 .577 .578 .070 .960 .962 .044 .290 .290 .050 .654 .655 .041 .055 .055 .046 .099 .099 .044 .175 .175 .040 .194 .195 .042 .290 .290 .578 .060 .350 .350 .039 .577 1.751 3.310 3.422 .586 4.528 4.592 .593 4.528 4.592 .219 2.617 2.630 .445 3.799 3.836 .799 4.434 4.633 .670 4.438 4.633 .675 4.047 4.088 .591 4.597 4.668 .539 3.581 3.668 .287 2.695 2.710 .647 3.703 3.753 .159 1.747 1.751 .054 .916 .918 .619 3.704 3.753 .147 1.747 1.751 .882 4.882 5.003 .112 1.248 1.252 .066 .916 .918 .065 .916 .918 .906 4.881 5.003 .393 2.549 2.587 .370 .233 .233 .370 .233 .233 .370 .233 .233 .370 .233 .233 .370 .233 .233 .370 .252 .252 .800 3.796 3.868 .750 3.842 3.910 .730 3.847 3.912 .730 3.847 3.912 .500 2.899 2.929 .760 3.845 3.912 .650 3.884 3.945 .500 2.969 3.005 .320 1.529 1.540 .570 3.003 3.044 .250 1.052 1.055 .320 1.301 1.307 91282CBU4 912828YV6 9127964V8 912796D30 912796F38 912828P46 912796F38 912796J42 3134GV6B9 9127964L0 912796G52 912796G52 912796D30 FGTXX 91282CBR1 912828ZF0 3134GVHN1 912796D63 912796C31 912828ZL7 3134GVHN1 3134GVHN1 912796C31 912828ZC7 912828P46 CJPXX CALTRUST FND CLTR DDA/PASSBK CASH 91282CCJ8 91282CCJ8 3134GVHV3 3134GVSJ8 3134GV6H6 3134GVYX0 3134GVWM6 3134GVWM6 COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR 9 103 Description Maturity Date Coupon Par Value Book Value Market Price Market Value Unrealized Gain/Loss Yield To Mat Modified Duration Years To Maturity Month End Portfolio Holdings CUSIP FHLMC 3.5YrNc1.5YrB 01/24/2024 .420 15,000,000.00 15,000,000.00 99.520000 14,928,000.00 -72,000.00 FHLMC 2YrNc1YrB 07/27/2022 .280 15,000,000.00 15,000,000.00 100.007000 15,001,050.00 1,050.00 FHLMC 2YrNc1YrB 07/28/2022 .250 5,000,000.00 5,000,000.00 99.963000 4,998,150.00 -1,850.00 FHLMC 3.75YrNC9MB 04/29/2024 .500 15,000,000.00 15,000,000.00 100.004000 15,000,600.00 600.00 FHLMC 4.5YrNc2YrB 01/29/2025 .510 15,000,000.00 15,000,000.00 99.657000 14,948,550.00 -51,450.00 FHLMC 3.5YrNc1YrB 02/12/2024 .375 20,000,000.00 20,000,000.00 99.820000 19,964,000.00 -36,000.00 FHLMC 4YrNc1.5YrQ 09/10/2024 .400 10,000,000.00 10,000,000.00 99.476000 9,947,600.00 -52,400.00 FHLMC 4YrNc6MoQ 09/10/2024 .450 10,000,000.00 10,000,000.00 99.622000 9,962,200.00 -37,800.00 FHLMC 4YrNc1.5YrQ 09/10/2024 .400 10,000,000.00 10,000,000.00 99.476000 9,947,600.00 -52,400.00 FHLMC 4YrNc6MoQ 09/11/2024 .450 10,000,000.00 10,000,000.00 99.619000 9,961,900.00 -38,100.00 FHLMC 3YrNc1YrQ 09/14/2023 .320 10,000,000.00 10,000,000.00 99.996000 9,999,600.00 -400.00 FHLMC 5YrNc2YrQ 09/15/2025 .540 10,000,000.00 10,000,000.00 98.884000 9,888,400.00 -111,600.00 FHLMC 5YrNc2YrQ 09/15/2025 .540 15,000,000.00 15,000,000.00 98.884000 14,832,600.00 -167,400.00 FHLMC 4.75YrNc2YrQ 06/16/2025 .500 5,000,000.00 5,000,000.00 99.020000 4,951,000.00 -49,000.00 FHLMC 4.5YrNc1YrQ 03/24/2025 .475 15,000,000.00 15,000,000.00 98.225000 14,733,750.00 -266,250.00 FHLMC 3.75YrNc1YrQ 06/24/2024 .410 10,000,000.00 10,000,000.00 99.470000 9,947,000.00 -53,000.00 FHLMC 5YrNC1.5YrB 03/28/2025 .500 10,000,000.00 10,000,000.00 99.250000 9,925,000.00 -75,000.00 FHLMC 5YrNC6mOB 09/30/2025 .600 5,000,000.00 5,000,000.00 99.217000 4,960,850.00 -39,150.00 FHLMC 3YrNc1YrQ 10/13/2023 .300 10,000,000.00 9,996,900.00 99.860000 9,986,000.00 -10,900.00 FHLMC 3YrNC1YrB 10/13/2023 .300 10,000,000.00 10,000,000.00 99.869000 9,986,900.00 -13,100.00 FHLMC 5YrNC3MoB 10/27/2025 .625 10,000,000.00 10,000,000.00 99.054000 9,905,400.00 -94,600.00 FHLMC 5YrNc1YrQ 10/28/2025 .600 10,000,000.00 10,000,000.00 99.131000 9,913,100.00 -86,900.00 FHLMC 5YrNc2YrQ 10/28/2025 .550 10,000,000.00 10,000,000.00 98.794000 9,879,400.00 -120,600.00 FHLMC 5Yr 09/23/2025 .375 10,000,000.00 9,941,100.00 98.474000 9,847,400.00 -93,700.00 FHLMC 3Yr 11/06/2023 .250 10,000,000.00 9,991,000.00 99.892000 9,989,200.00 -1,800.00 FHLMC 5YrNc1YrQ 11/12/2025 .600 5,000,000.00 5,000,000.00 99.576000 4,978,800.00 -21,200.00 FHLMC 5YrNc1YrQ 11/12/2025 .600 5,000,000.00 5,000,000.00 99.576000 4,978,800.00 -21,200.00 FHLMC 3YrNC2YrA 11/16/2023 .300 15,000,000.00 14,988,750.00 100.022000 15,003,300.00 14,550.00 FHLMC 5YrNC2YrA 11/17/2025 .560 5,000,000.00 5,000,000.00 98.886000 4,944,300.00 -55,700.00 FHLMC 5YrNC2YrA 11/17/2025 .560 5,000,000.00 5,000,000.00 98.886000 4,944,300.00 -55,700.00 FHLMC 2YrNc1YrQ 11/23/2022 .190 10,000,000.00 10,000,000.00 99.901000 9,990,100.00 -9,900.00 FHLMC 3YrNc1YrQ 11/24/2023 .320 10,000,000.00 9,997,500.00 99.895000 9,989,500.00 -8,000.00 FHLMC 2YrNc1YrQ 11/23/2022 .200 10,000,000.00 10,000,000.00 99.868000 9,986,800.00 -13,200.00 FHLMC 2YrNc1YrQ 11/23/2022 .200 10,000,000.00 10,000,000.00 99.868000 9,986,800.00 -13,200.00 FHLMC 3.5YrNc11MoQ 05/24/2024 .400 10,000,000.00 10,000,000.00 99.753000 9,975,300.00 -24,700.00 FHLMC 3.5YrNc11MoQ 05/24/2024 .400 10,000,000.00 10,000,000.00 99.753000 9,975,300.00 -24,700.00 FHLMC 2.5YrNC1YrB 06/01/2023 .250 10,000,000.00 9,997,500.00 100.002000 10,000,200.00 2,700.00 FHLMC 3YrNC11MoB 11/24/2023 .320 10,710,000.00 10,707,322.50 99.895000 10,698,754.50 -8,568.00 FHLMC 2.5YrNC1YrB 06/01/2023 .250 10,000,000.00 9,995,000.00 100.002000 10,000,200.00 5,200.00 FHLMC 2.5YrNC1YrB 06/01/2023 .250 10,000,000.00 9,998,500.00 100.002000 10,000,200.00 1,700.00 FHLMC 2YrNc1YrQ 12/15/2022 .200 10,000,000.00 10,000,000.00 99.948000 9,994,800.00 -5,200.00 FHLMC 2YrNC6MoB 12/30/2022 .200 10,000,000.00 10,000,000.00 99.841000 9,984,100.00 -15,900.00 FHLMC 2YrNC6MoB 12/30/2022 .200 10,000,000.00 10,000,000.00 99.841000 9,984,100.00 -15,900.00 FHLMC 5YrNC3MoB 12/30/2025 .700 10,000,000.00 10,000,000.00 99.412000 9,941,200.00 -58,800.00 FHLMC 2.5YrNC1YrB 06/30/2023 .220 10,000,000.00 10,000,000.00 99.746000 9,974,600.00 -25,400.00 FHLMC 5YrNc9MoB 08/19/2025 .625 10,000,000.00 10,000,000.00 99.437000 9,943,700.00 -56,300.00 .418 740,710,000.00 740,606,072.50 99.724272 738,667,654.50 -1,938,418.00 FNMA 4.83Yr 10/05/2022 2.000 15,000,000.00 14,782,200.00 102.295000 15,344,250.00 562,050.00 FNMA 5Yr 01/19/2023 2.375 10,000,000.00 9,944,100.00 103.371000 10,337,100.00 393,000.00 FNMA 4.41Yr 09/12/2023 2.875 30,000,000.00 30,670,500.00 105.687000 31,706,100.00 1,035,600.00 FNMA 1.5Yr 09/16/2021 .210 25,000,000.00 25,000,000.00 100.030000 25,007,500.00 7,500.00 FNMA 2Yr 03/16/2022 .270 25,000,000.00 25,000,000.00 100.144000 25,036,000.00 36,000.00 FNMA 4.83Yr 01/07/2025 1.625 10,000,000.00 10,247,300.00 103.563000 10,356,300.00 109,000.00 FNMA 2Yr 04/07/2022 .400 25,000,000.00 25,000,000.00 100.265000 25,066,250.00 66,250.00 FNMA 2Yr 04/15/2022 .440 25,000,000.00 25,000,000.00 100.305000 25,076,250.00 76,250.00 FNMA 5YrNc2YrQ 06/30/2025 .650 5,000,000.00 5,000,000.00 99.596000 4,979,800.00 -20,200.00 FNMA 5YrNc1YrQ 06/30/2025 .740 5,000,000.00 5,000,000.00 100.005000 5,000,250.00 250.00 FNMA 5YrNc1YrQ 07/07/2025 .740 14,900,000.00 14,900,000.00 100.006000 14,900,894.00 894.00 FNMA 3YrNC1YrB 07/07/2023 .420 15,000,000.00 15,000,000.00 100.003000 15,000,450.00 450.00 FNMA 3YrNC1YrB 01/13/2023 .420 20,000,000.00 19,994,000.00 100.006000 20,001,200.00 7,200.00 FNMA 5YrNc1YrQ 07/15/2025 .730 15,000,000.00 15,000,000.00 100.000000 15,000,000.00 0.00 FNMA 3.75YrNc1YrB 04/22/2024 .500 15,000,000.00 15,000,000.00 100.006000 15,000,900.00 900.00 FNMA 3YrNc1YrB 07/27/2023 .420 15,000,000.00 15,000,000.00 100.012000 15,001,800.00 1,800.00 FNMA 3YrNc1YrB 07/27/2023 .420 15,000,000.00 15,000,000.00 100.012000 15,001,800.00 1,800.00 FNMA 5YrNc1YrB 07/29/2025 .700 15,000,000.00 15,000,000.00 99.912000 14,986,800.00 -13,200.00 FNMA 3.75YrNc1YrB 04/22/2024 .500 10,000,000.00 10,000,000.00 100.006000 10,000,600.00 600.00 FNMA 5YrNc2YrB 07/29/2025 .600 10,000,000.00 10,000,000.00 99.344000 9,934,400.00 -65,600.00 FNMA 5YrNc2YrB 07/29/2025 .600 10,000,000.00 10,000,000.00 98.547000 9,854,700.00 -145,300.00 FNMA 4YrNc1YrB 07/30/2024 .520 9,400,000.00 9,400,000.00 100.010000 9,400,940.00 940.00 FNMA 4YrNc1YrB 07/30/2024 .520 10,000,000.00 10,000,000.00 100.010000 10,001,000.00 1,000.00 FNMA 4YrNc1YrB 07/30/2024 .520 10,100,000.00 10,100,000.00 100.010000 10,101,010.00 1,010.00 FNMA 5YrNc1YrB 08/04/2025 .700 10,000,000.00 10,000,000.00 99.912000 9,991,200.00 -8,800.00 FNMA 5YrNc1YrB 08/04/2025 .700 15,000,000.00 15,000,000.00 99.912000 14,986,800.00 -13,200.00 FNMA 4YrNc2YrB 08/12/2024 .410 15,000,000.00 15,000,000.00 99.924000 14,988,600.00 -11,400.00 FNMA 3YrNC1.5YrB 08/17/2023 .310 15,000,000.00 15,000,000.00 99.999000 14,999,850.00 -150.00 FNMA 5YrNc2Yr 08/19/2025 .550 15,000,000.00 15,000,000.00 99.175000 14,876,250.00 -123,750.00 FNMA 5YrNc1YrQ 08/27/2025 .650 8,650,000.00 8,650,000.00 99.492000 8,606,058.00 -43,942.00 FNMA 5YrNc1YrQ 08/27/2025 .625 5,000,000.00 5,000,000.00 99.389000 4,969,450.00 -30,550.00 FNMA 3.5YrNc1.5YrQ 02/28/2024 .375 10,000,000.00 10,000,000.00 99.804000 9,980,400.00 -19,600.00 FNMA 4.9YrNc11MoQ 08/26/2025 .600 10,000,000.00 10,000,000.00 99.242000 9,924,200.00 -75,800.00 FNMA 3.9YrNc1.9YrQ 08/19/2024 .450 3,701,000.00 3,701,000.00 100.021000 3,701,777.21 777.21 FNMA 4YrNc2Yr 09/16/2024 .400 10,000,000.00 10,000,000.00 99.639000 9,963,900.00 -36,100.00 FNMA 3.5YrNC2YrA 03/28/2024 .320 10,000,000.00 10,000,000.00 99.747000 9,974,700.00 -25,300.00 FNMA 5YrNC1YrB 10/20/2025 .580 10,000,000.00 10,000,000.00 99.095000 9,909,500.00 -90,500.00 FNMA 5YrNC2YrA 10/27/2025 .540 10,000,000.00 10,000,000.00 98.893000 9,889,300.00 -110,700.00 FNMA 5YrNc2YrA 10/28/2025 .560 5,000,000.00 5,000,000.00 98.740000 4,937,000.00 -63,000.00 FNMA 5YrNc1YrQ 10/29/2025 .600 5,000,000.00 5,000,000.00 99.109000 4,955,450.00 -44,550.00 FNMA 5YrNc1YrQ 10/29/2025 .600 10,000,000.00 10,000,000.00 99.129000 9,912,900.00 -87,100.00 FNMA 5YrNc1YrQ 10/29/2025 .600 10,000,000.00 9,998,000.00 99.129000 9,912,900.00 -85,100.00 FNMA 5YrNc2YrA 11/04/2025 .550 10,000,000.00 10,000,000.00 98.907000 9,890,700.00 -109,300.00 FNMA 4.9YrNc11MoQ 10/20/2025 .580 10,000,000.00 9,996,500.00 99.095000 9,909,500.00 -87,000.00 FNMA 3.5YrNc2YrQ 05/03/2024 .350 3,500,000.00 3,499,300.00 99.439000 3,480,365.00 -18,935.00 FNMA 5Yr 11/07/2025 .500 14,000,000.00 13,949,880.00 98.913000 13,847,820.00 -102,060.00 FNMA 3YrNC2YrB 11/16/2023 .300 10,000,000.00 10,000,000.00 99.785000 9,978,500.00 -21,500.00 FNMA 3.5YrNc2YrQ 05/17/2024 .350 10,000,000.00 10,000,000.00 99.814000 9,981,400.00 -18,600.00 FNMA 3.5YrNc2YrQ 05/17/2024 .350 10,000,000.00 10,000,000.00 99.814000 9,981,400.00 -18,600.00 FNMA BONDS 3135G02K8 3135G0X24 3135G05H2 3136G4YU1 3134GWP42 3134GWL38 3135GA2Z3 3134GWP26 3136G4F32 3136G4B77 3136G4B77 3134GWT22 3134GWZB5 3134GWTG1 3136G4J38 3136G4K51 3134GWEH5 3134GWET9 3134GWLU8 3134GWP91 3136G4H63 3135GA3N9 3135GA3C3 3136G4Z97 3134GWL79 3136G4B51 3136G4C27 3136G4ZC0 3137EAEX3 3134GWN85 3134GXEA8 3136G4XK4 3136G4ZC0 3134GWR32 3135G0T94 3136G4XZ1 3136G4XR9 3136G4B28 3134GWY42 3134GXCA0 3134GXEX8 3136G4D75 3135G06A6 3134GXBL7 3135G0T78 3134GXEX8 3134GWL38 3136G43W1 3135G06A6 .420 2.546 2.570 .280 1.071 1.074 .250 1.075 1.077 .500 2.805 2.833 .510 3.536 3.586 .375 2.598 2.622 .400 3.167 3.200 .450 3.164 3.200 .400 3.167 3.200 3134GWN44 .450 3.167 3.203 3134GWL79 .320 2.194 2.208 .540 4.149 4.214 .540 4.149 4.214 .500 3.917 3.964 .475 3.692 3.734 .410 2.962 2.986 .500 3.700 3.745 .600 4.184 4.255 .310 2.275 2.288 .300 2.275 2.288 .625 4.256 4.329 3134GW3Z7 .600 4.262 4.332 3134GW3X2 .550 4.267 4.332 .497 4.187 4.236 .280 2.340 2.353 .600 4.300 4.373 .600 4.300 4.373 .325 2.366 2.381 .560 4.319 4.386 .560 4.319 4.386 1.394 1.400 .328 2.388 2.403 .200 1.394 1.400 .190 .200 1.394 1.400 .400 2.879 2.901 .400 2.879 2.901 1.921 .328 2.388 2.403 1.921 .260 1.913 .256 1.913 1.921 .270 1.913 1.455 1.460 .200 1.497 1.501 1.497 1.501.200 .200 .625 4.077 4.140 .700 4.422 4.504 .220 1.995 2.000 .421 2.331 2.357 2.322 1.235 1.266 2.495 1.499 1.556 2.333 2.106 2.203 .210 .213 .214 .270 .708 .710 1.094 3.391 3.526 2.019 .400 .767 .770 4.022 .740 3.934 .440 .789 .792 4.003 3.962 4.044 .500 2.786 2.814 1.540 .730 .420 2.005 .650 3.942 4.003 .740 3.939 4.015 .432 1.527 .420 2.060 3.085 .700 4.004 4.082 4.082 2.786 2.814 .600 .600 4.015 2.074 .420 2.060 2.074 .700 4.018 4.099 .520 .500 3.048 3.048 .700 4.018 4.099 3.0853.048 4.082 .520 3.085 .650 4.087 4.162 .410 3.089 3.121 .520 .310 2.120 2.132 .550 4.076 4.140 .625 4.090 4.162 .600 4.090 4.159 .375 2.648 2.666 .450 3.106 3.140 3.184 3.216 .320 2.728 2.745 .400 .580 4.242 4.310 .540 4.265 4.329 .560 4.266 4.332 .600 4.264 4.334 .600 4.264 4.334 .604 4.264 4.334 .550 4.284 4.351 .587 4.241 4.310 .356 2.824 2.844 .573 4.296 4.359 .300 2.367 2.381 .350 2.862 2.882 .350 2.862 2.882 3134GXCA0 3134GXEA8 3135G03B7 3134GW3Y0 3134GXHH0 3134GXBM5 3134GXJF2 3134GXBM5 3135G03J0 3135G0U43 3135G02H5 3135GA3C3 3136G43H4 3136G4X40 3135G06C2 3136G45C3 3136G46S7 3136G4YJ6 3135GA2Z3 3134GXJF2 3134GWLW4 3137EAEZ8 3134GXHL1 3136G4B51 3134GXDG6 3134GXCF9 3134GXCF9 3134GXEX8 3134GXGQ1 3135G06C2 3135GA2N0 3136G46N8 3135G06G3 3134GWCM 3134GWAP1 3134GWAL0 3136G4B28 3136G4B28 3136G4Q97 3136G42F9 3135GA2P5 3136G4P31 COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR 10 104 Description Maturity Date Coupon Par Value Book Value Market Price Market Value Unrealized Gain/Loss Yield To Mat Modified Duration Years To Maturity Month End Portfolio Holdings CUSIP FNMA 5YrNc2YrA 11/17/2025 .560 10,000,000.00 10,000,000.00 98.886000 9,888,600.00 -111,400.00 FNMA 4YrNC2YrB 11/18/2024 .420 10,000,000.00 10,000,000.00 99.474000 9,947,400.00 -52,600.00 FNMA 5YrNC2YrA 11/18/2025 .650 20,000,000.00 20,000,000.00 99.270000 19,854,000.00 -146,000.00 FNMA 3.25YrNc2YrA 02/23/2024 .350 20,000,000.00 20,000,000.00 99.655000 19,931,000.00 -69,000.00 FNMA 3.75YrNc2YrA 08/23/2024 .420 15,000,000.00 15,000,000.00 99.886000 14,982,900.00 -17,100.00 FNMA 5YrNc2YrA 11/25/2025 .600 15,000,000.00 15,000,000.00 99.030000 14,854,500.00 -145,500.00 FNMA 2.9YrNc2YrQ 11/16/2023 .310 5,000,000.00 5,000,000.00 100.090000 5,004,500.00 4,500.00 FNMA 4.5YrNc1.5YrB 06/24/2025 .500 10,000,000.00 10,000,000.00 99.004000 9,900,400.00 -99,600.00 .663 709,251,000.00 709,832,780.00 100.106946 710,009,514.21 176,734.21 FHLB DISC NTE 09/24/2021 .045 100,000,000.00 99,977,250.00 99.988000 99,988,000.00 10,750.00 FHLB DISC NTE 07/07/2021 .020 47,000,000.00 46,997,623.89 100.000000 47,000,000.00 2,376.11 FHLB DISC NTE 07/07/2021 .020 3,000,000.00 2,999,848.33 100.000000 3,000,000.00 151.67 FHLB DISC NTE 10/06/2021 .037 35,000,000.00 34,993,453.06 99.987000 34,995,450.00 1,996.94 FHLB DISC NTE 07/28/2021 .010 104,100,000.00 104,098,380.67 99.998000 104,097,918.00 -462.67 FHLB DISC NTE 09/03/2021 .020 50,000,000.00 49,997,472.22 99.991000 49,995,500.00 -1,972.22 FHLB DISC NTE 07/14/2021 .030 80,000,000.00 79,998,200.00 99.999000 79,999,200.00 1,000.00 .027 419,100,000.00 419,062,228.17 99.994290 419,076,068.00 13,839.83 FHLB 4.5 Yr 06/10/2022 2.125 7,975,000.00 7,955,620.75 101.912000 8,127,482.00 171,861.25 FHLB 4.9Yr 03/10/2023 2.125 11,750,000.00 11,432,397.50 103.141000 12,119,067.50 686,670.00 FHLB 2.91Yr 03/11/2022 2.500 30,000,000.00 30,158,100.00 101.672000 30,501,600.00 343,500.00 FHLB 5YrNc2YrQ 10/29/2024 1.800 25,000,000.00 25,000,000.00 100.491000 25,122,750.00 122,750.00 FHLB 4.25YrNc3MoA 12/09/2024 .500 10,000,000.00 10,000,000.00 99.426000 9,942,600.00 -57,400.00 FHLB 10Mo 07/16/2021 .115 25,000,000.00 25,000,000.00 100.000000 25,000,000.00 0.00 FHLB 9Mo 07/15/2021 .120 50,000,000.00 50,000,000.00 100.001000 50,000,500.00 500.00 FHLB 2 Yr 10/21/2022 .125 10,000,000.00 9,989,900.00 99.933000 9,993,300.00 3,400.00 FHLB 8Mo 07/21/2021 .110 50,000,000.00 50,000,000.00 100.000000 50,000,000.00 0.00 FHLB 3YrNc1YrA 12/22/2023 .190 15,000,000.00 14,979,900.00 99.580000 14,937,000.00 -42,900.00 FHLB 3YrNc6MoB 12/28/2023 .250 10,000,000.00 10,000,000.00 99.751000 9,975,100.00 -24,900.00 FHLB 3.25YrNc6MoA 03/28/2024 .270 15,000,000.00 15,000,000.00 99.698000 14,954,700.00 -45,300.00 FHLB 3.5YrNc1YrB 06/28/2024 .260 15,000,000.00 15,000,000.00 99.501000 14,925,150.00 -74,850.00 FHLB 3.5YrNc1YrB 06/28/2024 .260 10,000,000.00 10,000,000.00 99.501000 9,950,100.00 -49,900.00 FHLB 3.25YrNc6MoA 03/28/2024 .270 15,000,000.00 14,995,500.00 99.698000 14,954,700.00 -40,800.00 FHLB 5YrNc6MoQ 02/18/2026 .600 5,000,000.00 4,996,250.00 98.979000 4,948,950.00 -47,300.00 FHLB 5YrNc1YrQ 02/23/2026 .580 10,000,000.00 10,000,000.00 98.704000 9,870,400.00 -129,600.00 FHLB 4.25Yr1YrQ 05/23/2025 .500 14,750,000.00 14,750,000.00 99.164000 14,626,690.00 -123,310.00 FHLB 4.5YrNc1YrQ 08/25/2025 .550 5,000,000.00 5,000,000.00 99.180000 4,959,000.00 -41,000.00 FHLB 5YrNc1YrA 02/25/2026 .580 6,000,000.00 6,000,000.00 98.591000 5,915,460.00 -84,540.00 FHLB 5YrNc3MoQ 02/25/2026 .790 15,000,000.00 15,000,000.00 99.686000 14,952,900.00 -47,100.00 FHLB 5YrNc3MoQ 02/25/2026 .790 10,000,000.00 10,000,000.00 99.686000 9,968,600.00 -31,400.00 FHLB 3.75YrNc6MoB 11/26/2024 .400 5,000,000.00 5,000,000.00 99.372000 4,968,600.00 -31,400.00 FHLB 5YrNc3MoQ 02/26/2026 .850 10,000,000.00 10,000,000.00 99.707000 9,970,700.00 -29,300.00 FHLB 5YrNc1YrQ 03/16/2026 .700 25,000,000.00 25,000,000.00 99.230000 24,807,500.00 -192,500.00 FHLB 5YrNc1YrA 03/18/2026 .750 10,000,000.00 10,000,000.00 99.567000 9,956,700.00 -43,300.00 FHLB 4.25YrNc1YrQ 06/18/2025 .530 10,000,000.00 10,000,000.00 99.276000 9,927,600.00 -72,400.00 FHLB 5YrNc1YrA 03/18/2026 .750 10,000,000.00 10,000,000.00 99.567000 9,956,700.00 -43,300.00 FHLB 5YrNc3MoQ 03/18/2026 .790 15,000,000.00 15,000,000.00 98.983000 14,847,450.00 -152,550.00 FHLB 5YrNc1YrA 03/18/2026 .750 10,000,000.00 10,000,000.00 99.544000 9,954,400.00 -45,600.00 FHLB 5YrNc1MoM 03/23/2026 1.000 14,625,000.00 14,625,000.00 100.000000 14,625,000.00 0.00 FHLB 5YrNc1MoM 03/23/2026 1.000 9,750,000.00 9,750,000.00 100.000000 9,750,000.00 0.00 FHLB 5YrNc1MoM 03/23/2026 1.000 14,625,000.00 14,625,000.00 100.000000 14,625,000.00 0.00 FHLB 5YrNc1MoM 03/23/2026 1.000 8,921,250.00 8,914,559.06 100.000000 8,921,250.00 6,690.94 FHLB 5YrNc1MoM 03/23/2026 1.000 9,750,000.00 9,750,000.00 100.000000 9,750,000.00 0.00 FHLB 5YrNc1MoM 03/23/2026 1.000 19,500,000.00 19,500,000.00 100.000000 19,500,000.00 0.00 FHLB 5YrNc1MoM 03/23/2026 1.000 19,500,000.00 19,500,000.00 100.000000 19,500,000.00 0.00 FHLB 5YrNc1MoM 03/23/2026 1.000 9,750,000.00 9,750,000.00 100.000000 9,750,000.00 0.00 FHLB 4YrNc6MoB 03/24/2025 .700 10,000,000.00 10,000,000.00 100.002000 10,000,200.00 200.00 FHLB 4YrNc1YrB 03/25/2025 .625 10,000,000.00 10,000,000.00 100.011000 10,001,100.00 1,100.00 FHLB 4YrNc1YrB 03/25/2025 .625 10,000,000.00 10,000,000.00 100.011000 10,001,100.00 1,100.00 FHLB 4YrNc1YrB 03/25/2025 .625 10,000,000.00 10,000,000.00 99.967000 9,996,700.00 -3,300.00 FHLB 4YrNc3MoB 03/17/2025 .650 15,000,000.00 14,977,500.00 99.633000 14,944,950.00 -32,550.00 FHLB 3.5YrNc6MoQ 09/30/2024 .510 25,000,000.00 25,000,000.00 99.625000 24,906,250.00 -93,750.00 FHLB 4.25YrNc6MoQ 06/30/2025 .750 10,000,000.00 10,000,000.00 100.016000 10,001,600.00 1,600.00 FHLB 3YrNC3MB 04/08/2024 .375 10,000,000.00 10,000,000.00 99.701000 9,970,100.00 -29,900.00 FHLB 4YrNC6MoB 04/08/2025 .720 15,000,000.00 15,000,000.00 100.026000 15,003,900.00 3,900.00 FHLB 3.91YrNC2MoB 03/17/2025 .650 25,000,000.00 24,950,000.00 99.633000 24,908,250.00 -41,750.00 FHLB 9Mo 02/01/2022 .045 25,000,000.00 24,998,865.00 99.973000 24,993,250.00 -5,615.00 FHLB 5YrNc1YrA 03/25/2026 .850 10,000,000.00 10,000,000.00 99.698000 9,969,800.00 -30,200.00 FHLB 5YrNc6MoQ 05/26/2026 1.050 15,000,000.00 15,000,000.00 99.867000 14,980,050.00 -19,950.00 FHLB 5YrNc3MoQ 05/26/2026 1.110 5,000,000.00 5,000,000.00 100.040000 5,002,000.00 2,000.00 FHLB 5YrNc6MoQ 05/26/2026 1.000 10,000,000.00 10,000,000.00 99.614000 9,961,400.00 -38,600.00 FHLB 5YrNc6MoQ 05/26/2026 1.030 5,000,000.00 5,000,000.00 100.037000 5,001,850.00 1,850.00 FHLB 5YrNc3MoQ 05/26/2026 1.110 5,000,000.00 5,000,000.00 100.040000 5,002,000.00 2,000.00 FHLB 5YrNc1Mo 06/08/2026 1.000 15,000,000.00 15,000,000.00 99.626000 14,943,900.00 -56,100.00 FHLB 5YrNC1YrB 06/10/2026 1.000 5,000,000.00 5,000,000.00 99.819000 4,990,950.00 -9,050.00 FHLB 5YrNc1MoM 06/15/2026 1.180 5,000,000.00 5,000,000.00 99.827000 4,991,350.00 -8,650.00 FHLB 5YrNc3MoQ 06/16/2026 1.100 10,000,000.00 10,000,000.00 99.773000 9,977,300.00 -22,700.00 FHLB 5YrNc1MoM 06/26/2026 1.070 10,000,000.00 10,000,000.00 99.601000 9,960,100.00 -39,900.00 FHLB 5YrNc1MoM 06/26/2026 1.050 15,000,000.00 15,000,000.00 99.853000 14,977,950.00 -22,050.00 .737 841,896,250.00 841,598,592.31 99.898651 841,042,999.50 -555,592.81 FFCB DISC NOTE 01/25/2022 .060 17,000,000.00 16,991,330.00 99.971000 16,995,070.00 3,740.00 FFCB DISC NOTE 02/16/2022 .050 50,000,000.00 49,980,486.11 99.962000 49,981,000.00 513.89 .053 67,000,000.00 66,971,816.11 99.964284 66,976,070.00 4,253.89 FFCB 3.5Yr 10/04/2021 .135 15,000,000.00 15,000,000.00 100.016000 15,002,400.00 2,400.00 FFCB 5Yr 04/11/2023 2.700 10,000,000.00 9,990,300.00 104.390000 10,439,000.00 448,700.00 FFCB 5Yr 10/02/2023 3.050 10,000,000.00 9,979,300.00 106.105000 10,610,500.00 631,200.00 FFCB 2.9Yr 11/15/2021 3.050 10,000,000.00 10,035,700.00 101.104000 10,110,400.00 74,700.00 FFCB 3Yr 09/06/2022 1.500 14,435,000.00 14,422,874.60 101.624000 14,669,424.40 246,549.80 FFCB 2Yr 09/24/2021 .190 15,000,000.00 15,000,000.00 100.025000 15,003,750.00 3,750.00 FFCB 5YrNc2YrA 10/28/2024 1.820 10,000,000.00 10,000,000.00 100.503000 10,050,300.00 50,300.00 FFCB 4.9Yr 09/17/2024 1.600 6,128,000.00 6,107,471.20 103.464000 6,340,273.92 232,802.72 FFCB 4.9Yr 09/10/2024 2.080 2,064,000.00 2,101,585.44 104.974000 2,166,663.36 65,077.92 FFCB 3Yr 11/07/2022 .360 25,000,000.00 25,000,000.00 100.363000 25,090,750.00 90,750.00 FFCB 3Yr 11/07/2022 .360 25,000,000.00 25,000,000.00 100.363000 25,090,750.00 90,750.00 FFCB DISC NOTES FFCB BONDS FHLB DISC NOTES FHLB BONDS 313382AX1 313378WG2 313385HV1 3130ALEM2 3130ALGJ7 3130ALH56 3130ALFW9 3130AKDH6 3130AKDG8 3130AL2G8 3130ALBX1 3133EK6V3 3130ALTJ3 3130AKLB0 3130AKKF2 3130ALHZ0 3130ALGJ7 3130ALLP7 313379Q69 313385JS6 3133EK6V3 3130AHG31 3130AKKP0 3130AMCT7 3130AMJN3 3130AMCT7 3130AKL79 3130AKKF2 3133EJJE0 313313TD0 3135GA4R9 313385MC7 3135GA3Z2 3135G06F5 313385LF1 313385HV1 3130AKAR7 3135GA4P3 313385MQ6 3130AK3T1 .235 1.050 1.110 3130AMNL2 3130AMNQ1 3130AMWT5 3130AMKB7 3130AMT69 3130AMME9 3130AMMZ2 3.106 .360 3.219 .058.110 2.496 .260 1.672 .683 .560 4.319 4.386 .420 3.354 3.389 .650 4.311 4.389 .350 2.630 2.652 .420 3.122 3.151 .600 4.336 4.408 2.381 .500 3.939 3.986 .310 2.366 2.905.649 2.860 .236 .020 .019 .019 .045 .235 .077 .020 .178 .178 .019 .037 .268 .268 .020 .019 .038 .038 .027 .128 .129 .030 .010 .077 3.334 2.182 .929 .945 2.716 1.641 1.693 .696 1.800 3.209 .115 .500 3.407 3.447 2.308 .044 .044 1.306 .120 1.310 .041 .041 2.997 2.7452.731 .250 2.470 .176 2.479 2.485 .057 .260 2.745 2.981 2.997 .270 .615 4.553 4.641 .279 2.731 2.981 4.569 4.655 .500 3.853 3.899 .550 4.092 4.156 .580 4.575 4.660 .790 4.547 4.660 4.547 4.660 .580 3.381 3.411 .790 4.542 4.663 .700 4.617 4.712 .850 .400 4.616 4.718 .530 3.919 3.970 .750 4.616 4.718 .750 4.718 .750 4.616 4.718 1.000 4.597 4.732 .790 4.611 4.732 1.000 4.597 4.732 1.015 4.597 4.732 1.000 4.597 4.732 1.000 4.597 4.732 1.000 4.597 4.732 1.000 4.597 4.597 4.732 .700 3.672 3.734 1.000 3.681 3.737 .625 3.681 3.737 .625 3.681 3.737 .625 3.656 3.715 .510 3.223 3.255 .750 3.933 4.003 .688 2.753 2.775 .720 3.709 3.775 .702 3.656 3.715 .375 .586 .592 .850 4.640 1.000 4.771 4.907 4.737 4.765 .051 4.962 4.907 4.942 1.110 4.757 4.907 1.030 4.767 4.907 4.907 4.992 1.050 4.848 4.992 .633 4.948 1.100 4.813 4.964 1.180 .618 .745 3.128 3.196 .053 .263 2.721 1.718 .060 .572 .573 1.781 .050 .632 2.258 .135 .260 .378 3.095 2.148 3.3321.820 1.529 1.163 1.186 2.922 .372 .190 .235 .236 1.688 3.063 3.200 .360 1.334 1.356 1.356 1.070 3.205 1.334 4.757 1.000 1.000 4.810 4.804 .617 4.856 4.800 3130ALDX9 3130AKLB0 3130AKCP9 3130ALGJ7 3130ALF25 3130ALGR9 3130ALHG2 3130ALGJ7 3130ALLP7 3130ALWL4 3130ALGJ7 3135GA2Z3 3130AMS52 3133EK4B9 3133EKP75 3133EKQA7 3130ALN34 3130ALKL7 3130ALNK6 3130ALTH7 3130AMEN8 313313SF6 3133EJT74 313385JC1 3135G06E8 3135GA5A5 3130ALU93 3130ALKF0 3130ALKF0 3130ALGJ7 3135GAAZ4 3130ALEH3 3130ALH56 3130ALEM2 3130ALFN9 3130AL6K5 3130ALGJ7 3130ALGJ7 3133EJKN8 3133EJD48 3133EKM45 3133EKT63 COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR 11 105 Description Maturity Date Coupon Par Value Book Value Market Price Market Value Unrealized Gain/Loss Yield To Mat Modified Duration Years To Maturity Month End Portfolio Holdings CUSIP FFCB 3Yr 11/07/2022 .360 25,000,000.00 25,000,000.00 100.363000 25,090,750.00 90,750.00 FFCB 3Yr 11/07/2022 .360 15,000,000.00 15,000,000.00 100.363000 15,054,450.00 54,450.00 FFCB 3Yr 11/07/2022 .360 25,000,000.00 25,000,000.00 100.363000 25,090,750.00 90,750.00 FFCB 3Yr 12/09/2022 .370 9,000,000.00 9,000,000.00 100.440000 9,039,600.00 39,600.00 FFCB 3Yr 12/09/2022 .370 24,000,000.00 24,000,000.00 100.440000 24,105,600.00 105,600.00 FFCB 3Yr 12/09/2022 .370 24,000,000.00 24,000,000.00 100.440000 24,105,600.00 105,600.00 FFCB 3Yr 12/09/2022 .370 24,000,000.00 24,000,000.00 100.440000 24,105,600.00 105,600.00 FFCB 3Yr 12/09/2022 .370 14,000,000.00 14,000,000.00 100.440000 14,061,600.00 61,600.00 FFCB 3Yr 12/09/2022 .370 24,000,000.00 24,000,000.00 100.440000 24,105,600.00 105,600.00 FFCB 4YrNc2YrA 02/28/2024 1.550 5,000,000.00 5,000,000.00 100.769000 5,038,450.00 38,450.00 FFCB 5YrNc2YrA 06/10/2025 .680 5,025,000.00 5,025,000.00 99.793000 5,014,598.25 -10,401.75 FFCB 3YrNc1YrA 08/10/2023 .320 15,945,000.00 15,945,000.00 100.001000 15,945,159.45 159.45 FFCB 2.5YrNc3MoA 03/15/2023 .220 10,000,000.00 9,992,500.00 99.747000 9,974,700.00 -17,800.00 FFCB 3YrNC2YrA 10/20/2023 .270 10,000,000.00 10,000,000.00 99.768000 9,976,800.00 -23,200.00 FFCB 2.3Yr 02/21/2023 .163 15,000,000.00 15,000,000.00 100.051000 15,007,650.00 7,650.00 FFCB 3YrNc1YrA 11/30/2023 .310 10,000,000.00 10,000,000.00 99.846000 9,984,600.00 -15,400.00 FFCB 3YrNc2YrA 12/08/2023 .280 9,931,000.00 9,935,667.57 99.851000 9,916,202.81 -19,464.76 FFCB 2.5YrNc6MoA 06/15/2023 .200 15,000,000.00 15,000,000.00 99.741000 14,961,150.00 -38,850.00 FFCB 2YrNc1YrA 12/15/2022 .160 10,000,000.00 10,000,000.00 99.850000 9,985,000.00 -15,000.00 FFCB 2YrNc1YrA 12/15/2022 .160 8,245,000.00 8,245,000.00 99.850000 8,232,632.50 -12,367.50 FFCB 3YrNc1YrA 12/21/2023 .210 10,000,000.00 9,992,500.00 99.500000 9,950,000.00 -42,500.00 FFCB 2.75YrNc6MoA 09/22/2023 .190 10,000,000.00 10,000,000.00 99.764000 9,976,400.00 -23,600.00 FFCB 4YrNc6MoA 12/23/2024 .320 5,000,000.00 5,000,000.00 98.992000 4,949,600.00 -50,400.00 FFCB 3YrNC1YrA 12/21/2023 .210 20,000,000.00 19,985,000.00 99.500000 19,900,000.00 -85,000.00 FFCB 4YrNc6MoA 12/23/2024 .320 15,000,000.00 15,000,000.00 98.992000 14,848,800.00 -151,200.00 FFCB 5YrNc6MoA 12/23/2025 .500 12,430,000.00 12,426,271.00 97.813000 12,158,155.90 -268,115.10 FFCB 3.25YrNc6MoA 03/28/2024 .270 10,000,000.00 10,000,000.00 99.698000 9,969,800.00 -30,200.00 FFCB 4YrNc6MoA 12/23/2024 .320 10,000,000.00 9,992,500.00 98.992000 9,899,200.00 -93,300.00 FFCB 1.75YrNc6MoA 09/22/2022 .120 15,000,000.00 14,991,000.00 99.868000 14,980,200.00 -10,800.00 FFCB 3YrNC1YrA 12/28/2023 .210 15,000,000.00 14,988,750.00 99.499000 14,924,850.00 -63,900.00 FFCB 3.9YrNc1.9YrA 12/28/2023 .210 10,000,000.00 9,990,000.00 99.499000 9,949,900.00 -40,100.00 FFCB 2Yr 01/12/2023 .120 25,000,000.00 24,997,500.00 99.936000 24,984,000.00 -13,500.00 FFCB 4rNC1YrA 03/03/2025 .480 5,000,000.00 5,000,000.00 99.423000 4,971,150.00 -28,850.00 FFCB 4YrNC1YrA 03/03/2025 .480 10,000,000.00 9,987,500.00 99.423000 9,942,300.00 -45,200.00 FFCB 3Yr 03/18/2024 .300 25,000,000.00 24,994,675.00 99.687000 24,921,750.00 -72,925.00 FHLB 4YrNc1YrA 04/01/2025 .710 10,000,000.00 10,000,000.00 100.032000 10,003,200.00 3,200.00 FFCB 4YrNc1YrA 04/01/2025 .710 10,000,000.00 10,000,000.00 100.032000 10,003,200.00 3,200.00 FFCB 3YrNC1YrA 04/05/2024 .330 10,000,000.00 10,000,000.00 99.691000 9,969,100.00 -30,900.00 FFCB 1.58Yr 11/29/2022 .120 25,000,000.00 24,988,250.00 99.963000 24,990,750.00 2,500.00 FFCB 1Yr 05/17/2022 .060 50,000,000.00 49,998,575.00 99.984000 49,992,000.00 -6,575.00 FFCB 5YrNc2YrA 05/18/2026 .900 5,000,000.00 5,000,000.00 99.844000 4,992,200.00 -7,800.00 FFCB 1.25Yr 09/15/2022 .080 20,000,000.00 19,997,400.00 99.939000 19,987,800.00 -9,600.00 FFCB 1.25Yr 09/15/2022 .080 75,000,000.00 74,990,250.00 99.939000 74,954,250.00 -36,000.00 .421 843,203,000.00 843,100,569.81 100.164410 844,589,310.59 1,488,740.78 FAMCA 4.9Yr 06/30/2023 2.850 10,000,000.00 9,947,900.00 105.133000 10,513,300.00 565,400.00 FAMCA 1.5Yr 10/18/2021 .143 50,000,000.00 50,000,000.00 100.028000 50,014,000.00 14,000.00 .594 60,000,000.00 59,947,900.00 100.878833 60,527,300.00 579,400.00 STATE OF CALIFORNIA 04/01/2022 2.367 1,500,000.00 1,468,800.00 101.649000 1,524,735.00 55,935.00 CITY OF LOS ANGELES 09/01/2021 4.000 8,915,000.00 9,200,993.20 100.610000 8,969,381.50 -231,611.70 STATE OF CALIFORNIA 04/01/2022 2.367 17,695,000.00 17,256,340.95 101.649000 17,986,790.55 730,449.60 STATE OF CALIFORNIA 04/01/2022 2.367 25,000,000.00 24,275,250.00 101.649000 25,412,250.00 1,137,000.00 STATE OF HAWAII 01/01/2022 2.770 3,500,000.00 3,500,000.00 101.280000 3,544,800.00 44,800.00 SIER JT COM GO 08/01/2024 .354 720,000.00 720,000.00 98.989000 712,720.80 -7,279.20 SIER JT COM GO 08/01/2024 .344 500,000.00 500,000.00 98.959000 494,795.00 -5,205.00 SIER JT COM GO 08/01/2023 .229 260,000.00 260,000.00 99.576000 258,897.60 -1,102.40 SIER JT COM GO 08/01/2022 .179 205,000.00 205,000.00 99.949000 204,895.45 -104.55 SIER JT COM GO 08/01/2022 .179 260,000.00 260,000.00 99.949000 259,867.40 -132.60 SANTA CLARA USD GO 07/01/2022 .160 8,770,000.00 8,770,000.00 100.001000 8,770,087.70 87.70 SANTA CLARA USD GO 07/01/2023 .210 2,870,000.00 2,870,000.00 99.810000 2,864,547.00 -5,453.00 BONITA USD GO 08/01/2021 .145 655,000.00 655,000.00 99.998000 654,986.90 -13.10 PLACENTIA YORBA LINDA USD 08/01/2021 .149 395,000.00 395,000.00 99.997000 394,988.15 -11.85 SAN DIEGUITO USD GO 08/01/2022 .175 425,000.00 425,000.00 100.021000 425,089.25 89.25 SAN DIEGUITO USD GO 08/01/2023 .275 425,000.00 425,000.00 99.878000 424,481.50 -518.50 SAN DIEGUITO USD GO 08/01/2023 .275 1,000,000.00 1,000,000.00 99.878000 998,780.00 -1,220.00 SAN DIEGUITO USD GO 08/01/2022 .175 1,000,000.00 1,000,000.00 100.021000 1,000,210.00 210.00 SAN DIEGUITO USD GO 08/01/2021 .145 450,000.00 450,000.00 100.002000 450,009.00 9.00 2.058 74,545,000.00 73,636,384.15 101.082987 75,352,312.80 1,715,928.65 ROYAL BANK OF CANADA 01/10/2022 .170 25,000,000.00 24,968,125.00 99.946389 24,986,597.25 18,472.25 PROCTER & GAMBLE 07/26/2021 .050 45,000,000.00 44,994,312.50 99.993056 44,996,875.20 2,562.70 NATL SEC CLEARING CORP 07/14/2021 .050 40,000,000.00 39,995,611.11 99.996389 39,998,555.60 2,944.49 APPLE 07/12/2021 .040 50,000,000.00 49,996,222.22 99.996944 49,998,472.00 2,249.78 APPLE 07/14/2021 .040 50,000,000.00 49,996,388.89 99.996389 49,998,194.50 1,805.61 NATL SEC CLEARING CORP 07/30/2021 .050 45,000,000.00 44,994,937.50 99.991944 44,996,374.80 1,437.30 APPLE 07/14/2021 .040 33,500,000.00 33,497,617.78 99.996389 33,498,790.32 1,172.54 NATL SEC CLEARING CORP 07/28/2021 .050 45,000,000.00 44,995,187.50 99.992500 44,996,625.00 1,437.50 APPLE 07/22/2021 .040 20,000,000.00 19,998,444.44 99.994167 19,998,833.40 388.96 APPLE 07/22/2021 .040 30,000,000.00 29,997,700.00 99.994167 29,998,250.10 550.10 NATL SEC CLEARING CORP 07/28/2021 .050 25,000,000.00 24,997,569.44 99.992500 24,998,125.00 555.56 TOYOTA MOTOR CORP 07/07/2021 .050 90,000,000.00 89,994,500.00 99.998333 89,998,499.70 3,999.70 APPLE 07/15/2021 .020 31,000,000.00 30,999,345.56 99.996111 30,998,794.41 -551.15 APPLE 07/14/2021 .020 20,000,000.00 19,999,588.89 99.996389 19,999,277.80 -311.09 COLGATE-PALM 07/27/2021 .030 20,000,000.00 19,999,166.67 99.992778 19,998,555.60 -611.07 APPLE 07/15/2021 .020 20,000,000.00 19,999,588.89 99.996111 19,999,222.20 -366.69 APPLE 09/08/2021 .030 6,750,000.00 6,749,499.38 99.980833 6,748,706.23 -793.15 APPLE 09/08/2021 .030 20,000,000.00 19,998,566.67 99.980833 19,996,166.60 -2,400.07 APPLE 09/08/2021 .030 15,000,000.00 14,998,925.00 99.980833 14,997,124.95 -1,800.05 NATL SEC CLEARING CORP 09/30/2021 .040 45,000,000.00 44,994,600.00 99.974722 44,988,624.90 -5,975.10 APPLE 09/15/2021 .030 60,000,000.00 59,995,450.00 99.978889 59,987,333.40 -8,116.60 NATL SEC CLEARING CORP 07/01/2021 .060 15,000,000.00 14,999,675.00 100.000000 15,000,000.00 325.00 APPLE 09/14/2021 .050 15,000,000.00 14,998,166.67 99.979167 14,996,875.05 -1,291.62 PROCTER & GAMBLE 09/21/2021 .060 50,000,000.00 49,992,916.67 99.977222 49,988,611.00 -4,305.67 APPLE 09/02/2021 .050 20,000,000.00 19,998,166.67 99.982500 19,996,500.00 -1,666.67 .046 836,250,000.00 836,150,272.45 99.989236 836,159,985.01 9,712.56 TORONTO DOMINION 11/03/2021 .170 115,000,000.00 115,000,000.00 100.000000 115,000,000.00 0.00 03785DWF9 63763PU15 NCDS 419792YL4 826239GH2 797508JR0 COMM PAPER 74271TUS0 63763PUE7 3133EK6V3 3133EK6V3 03785DUE4 19416EUT2 63763PUU1 03785DUN4 89233GU79 78015DAA8 03785DUE4 63763PUW7 8014952N1 3133EMD66 3133EMSC7 3133EMTW2 3133EMSC7 FARMER MAC 544351MM8 13063DAD0 3133ELCX0 3133ELCX0 3133ELCX0 3133ELCX0 3133ELNJ9 13063DAD0 3133ELCX0 3133ELCX0 3133EMKH4 3133EMKW1 03785DW85 3133EMLT7 3133EMML3 3133EK6V3 .208 .227 .227 .192 .192 .211 .211 .003 .003 .252 .252 .041 .050 .192 .192 .192 .192 .038 1.088 .040 .088 .074 .074 .088 .050 .798 .811 2.088 .275 2.076 2.088 826239FW0 797508JS8 .179 1.084 1.088 3133EMZS4 3133EMUP5 3133EMUU4 3133EMVD1 .275 .179 .229 797508JT6 3133EMLR1 3130AKKF2 3133EMLE0 3133EMLP5 3133EMJQ6 3133EMLF7 .160 .344 3.063 1.084 1.0031.001 3.090 1.088 3.090 2.088 3.290 .735 2.770 .354 3.062 2.078 .753 1.356 1.334 1.356 .489 .7353.120 .753 .507 1.444 .360 1.334 1.356 .370 1.423 1.444 .360 1.334 .370 1.423 1.444 .370 1.423 1.444 2.100 2.112 1.550 1.444 .370 1.423 1.444 1.707 .270 .163 1.639 2.666 2.296 2.307 .680 3.884 3.948 2.441 .200 1.953 1.647 .310 2.405 2.419 .264 2.429 1.460 .235 2.467 2.477 .160 1.959 .160 1.456 1.460 1.456 2.230 .320 3.458 3.485 .235 2.467 2.477 2.222.190 2.745 .339 3.458 3.485 3.485 .506 4.425 4.485 .270 3.458 1.230 .235 2.486 2.496 1.226 2.486 3.677.512 .480 3.633 2.496 .125 1.531 1.537 .244 .900 4.762 .063 .880 .879 3.677 .307 2.701 2.718 3.632 4.885 .090 1.207 1.211 .090 1.211 1.8251.805 1.207 .301 .596 .143 .583 1.930 2.000 .300 .633 2.964 .170 .173 2.960 .736 .753 2.919 1.4161.412 3.756 .330 3.691 .149 3.756 3.691 2.747 2.767 .370 .710 .250 1.703 .320 .155 2.731 .532.170 2.076 1.084 .360 .370 1.423 2.590 1.423 03785DUC8 .050 1.084 2.438 .145 .175 .530 .071 .071 .038 .038 .033 .033 .038 .038 .040 .038.040 .019.050 .040 .050 .040 .082 .082 .030 .050 .019 03785DUE4 03785DUF1 .038 .07763763PUU1 .077 .060 .060 .060 .060 .077 .077 .060 .060 .041 .040 .041 .020 .020 .208 .041 .038 .050 .030 .020 .030 .030 1.995 3133ELH80 .430 .710 .320 31422BYJ3 3133EMZJ4 3132X03B5 .088 .088 725894MR7 .149 .088 .088 1.088 2.003 .145 .030 .210 .175 .175 .175 .046 .109 .109 03785DW28 .050 .170 .344 .34589114W3D5 098203VS8 13063DAD0 3133EL3E2 3133EL7E8 3133EM7M8 3133EMHL9 3133EMKG6 3133EMKH4 3133EMDM1 3133EMLP5 3133EMKW1 MUNI BONDS 3133EMUP5 3133EMD66 3133EMLP5 3133EMLT7 797508HV3 797508HU5 826239FY6 8014952P6 826239FX8 826239GF6 03785DW85 03785DW85 03785DWE2 03785DUF1 74271TWM1 63763PWW5 03785DUN4 COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR 12 106 Description Maturity Date Coupon Par Value Book Value Market Price Market Value Unrealized Gain/Loss Yield To Mat Modified Duration Years To Maturity Month End Portfolio Holdings CUSIP ROYAL BANK OF CANADA 11/17/2021 .160 115,000,000.00 115,000,000.00 100.000000 115,000,000.00 0.00 ROYAL BANK OF CANADA 11/24/2021 .170 7,000,000.00 7,000,000.00 100.000000 7,000,000.00 0.00 TORONTO DOMINION 11/30/2021 .160 7,000,000.00 7,000,000.00 100.000000 7,000,000.00 0.00 TORONTO DOMINION 12/30/2021 .170 15,000,000.00 15,000,000.00 100.000000 15,000,000.00 0.00 BMO 07/01/2021 .120 60,000,000.00 60,000,000.00 100.000000 60,000,000.00 0.00 BMO 07/02/2021 .120 60,000,000.00 60,000,000.00 100.000000 60,000,000.00 0.00 BMO YCD 11/08/2021 .170 60,000,000.00 60,000,000.00 100.000000 60,000,000.00 0.00 TORONTO DOMINION 07/06/2021 .100 15,000,000.00 15,000,000.00 100.000000 15,000,000.00 0.00 BMO YCD 01/03/2022 .190 60,000,000.00 60,000,000.00 100.000000 60,000,000.00 0.00 BMO 07/07/2021 .110 40,000,000.00 40,000,000.00 100.000000 40,000,000.00 0.00 BMO 01/10/2022 .150 25,000,000.00 25,000,000.00 100.000000 25,000,000.00 0.00 TORONTO DOMINION 07/13/2021 .120 30,000,000.00 30,000,000.00 100.000000 30,000,000.00 0.00 TORONTO DOMINION 08/25/2021 .060 30,000,000.00 30,000,000.00 100.000000 30,000,000.00 0.00 TORONTO DOMINION 08/30/2021 .070 45,000,000.00 45,000,000.00 100.000000 45,000,000.00 0.00 TORONTO DOMINION 09/14/2021 .100 20,000,000.00 20,000,000.00 100.000000 20,000,000.00 0.00 TORONTO DOMINION 09/21/2021 .090 20,000,000.00 20,000,000.00 100.000000 20,000,000.00 0.00.139 724,000,000.00 724,000,000.00 100.000000 724,000,000.00 0.00 IFC3.5Yr 08/22/2024 .250 25,000,000.00 24,980,250.00 99.238000 24,809,500.00 -170,750.00 .250 25,000,000.00 24,980,250.00 99.238000 24,809,500.00 -170,750.00 .269 9,505,043,481.59 9,503,657,508.92 100.005452 9,505,561,665.45 1,904,156.53 .269 9,505,043,481.59 9,503,657,508.92 100.005452 9,505,561,665.45 1,904,156.53 Total Fund Grand Total .501 78012UH24 .160 .383 .384 .170 .402 .40378012UH81 89114W3Z6 .359 89114W6J9 .120 .003 .003 .160 .418 .419 .170 .500 .016 06367CE60 .190 .511 .512 .120 .005 .005 .170 .358 .110 .019 .019 .150 .530 .532 .100 .016 06367CDZ7 06367CE29 89114W6P5 06367CE52 06367CEJ2 06367CEE3 89114W6Z3 .120 .036 .036 89114WBL8 .060 .153 .15389114WBG9 .070 .167 .167 .100 .208 .208 89114WCR4 .090 .227 .227.139 .256 .257 .273 3.127 3.148 .273 3.127 3.148 .273 1.137 1.153 .273 1.137 1.153 89114WCD5 IFC BONDS 45950VPQ3 COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR 13 107 COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR The Mission Inn, Downtown Riverside. Digital Image. The Mission Inn. http://www.missioninn.com/about-en.html. 108 COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR CAPITAL MARKETS COUNTY ADMINISTRATIVE CENTER 4080 LEMON STREET, 4TH FLOOR, RIVERSIDE, CA 92502-2205 WWW.COUNTYTREASURER.ORG 109 AGENDA ITEM 6C Agenda Item 6C RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: October 13, 2021 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Michele Cisneros, Deputy Director of Finance THROUGH: Anne Mayer, Executive Director SUBJECT: Quarterly Financial Statements BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Receive and file the Quarterly Financial Statements for the 12 months ended June 30, 2021; and 2) Approve a budget adjustment of $14,593,400 to increase the Measure A local streets and roads turnback payments to the local jurisdictions through June 2021. BACKGROUND INFORMATION: During the fiscal year, staff monitored the revenues and expenditures/expenses for the Commission. The attached preliminary financial statements present the revenues and expenditures/expenses for the Fiscal Year (FY) 2020/21. Many accrual adjustments for revenues and expenditures/expenses have been made for the year ended June 30, 2021, and are reflected in these financial statements; however, staff will continue to make year-end accrual adjustments depending upon materiality through the completion of the audit in October 2021. The operating statement shows the Measure A, Local Transportation Fund (LTF) State Transit Assistance (STA), and State of Good Repair (SGR) sales tax revenues for the fourth quarter at 120 percent of the budget. The Governmental Accounting Standards Board (GASB) Statement No. 33, Accounting and Financial Reporting for nonexchange Transactions. GASB Statement No. 33 requires sales tax revenues to be accrued for the period in which they are collected at the point of destination or sale, as applicable. The California Department of Tax and Fee Administration (CDTFA) collects the sales tax funds and remits these funds to the Commission after the reporting period for the businesses. This creates a two-month lag in the receipt of Measure A and LTF revenues by the Commission. Accordingly, these financial statements reflect the Measure A and LTF revenues related to collections through June 2021. Measure A and LTF revenues of approximately $366 million through June 2021 exceeded the budget by 24 percent, primarily as a result of higher actual revenues that have greatly exceeded the revised revenue projections approved by the Commission in April. Additionally, STA revenues 110 Agenda Item 6C of $23.6 million, including SGR through the fourth quarter of 2021, is lower than the budget by 18 percent. Staff will continue to monitor the trends in the sales taxes and report to the Commission any necessary adjustments in revenue projections. Federal, state, and local reimbursements are generally on a reimbursement basis. The Commission receives these revenues as eligible project costs are incurred and invoiced to the respective agencies. Significant federal and state reimbursements are related to 15/91 Express Lanes Connector project; Interstate (I) 15 Express Lanes project, including the I-15 Express Lanes Southern Extension; 91 Corridor Operations Project; Mid County Parkway project; Pachappa Underpass project; State Route (SR) 60 Truck Lanes project; Senate Bill (SB) 132 funded local jurisdiction projects; Perris Valley Line operations; rail state of good repair projects; Riverside Layover Facility; Riverside Track and Platform; and other station improvements. The following is an analysis of federal and state reimbursements reflected in this quarterly report: Staff will continue to prepare year-end reimbursement accrual adjustments in connection with the year-end closing and audit process. During the FY 2020/21 budget process, the Commission conservatively estimated Transportation Uniform Mitigation Fee (TUMF) revenues of $11 million passed through from Western Riverside Council of Governments (WRCOG) and a project reimbursement of $4.5 million. The Commission has received TUMF revenues through May 2021 and estimated an accrual for June 2021 for an Budget Actual Budget Actual Highways 15/91 Express Lanes Connector $ - $ - $ 51,620,000 $ 46,938,643 I-15 Express Lanes/I-15 Southern Extension 5,500,000 5,517,006 - - 91 Corridor Operations Project 22,388,900 8,575,731 - - Mid County Parkway 12,482,700 - 14,750,000 5,316,274 Pachappa Underpass 7,714,400 3,730,984 - 940,179 SR-60 Truck Lanes 15,120,000 17,219,583 26,285,800 19,610,155 SB 132 Funded Projects - - 32,006,400 25,254,973 Other 19,500 - 15,320,000 12,163,250 Total 63,225,500 35,043,304 139,982,200 110,223,474 Rail Coachella Valley Rail Station Development 200,000 89,691 - - Moreno Valley/March Field Rail Upgrade 1,785,600 1,539,015 - - Perris Valley Line Operations 4,000,000 2,480,637 1,081,400 - Rail State of Good Repair 18,000,000 10,551,961 - - Riverside Layover Facility 4,087,800 2,155,134 - - Riverside Track & Platform 2,700,000 1,239,360 - - Other Station Improvements 5,868,700 3,962,605 1,500,000 - Total 36,642,100 22,018,403 2,581,400 - Other 3,668,100 3,618,112 6,500,000 5,477,608 Total $ 103,535,700 $ 60,679,819 $ 149,063,600 $ 115,701,082 Federal Reimbursements State Reimbursements 111 Agenda Item 6C approximate total of $27.8 million. Actual TUMF reimbursements approximated $471,400. The Commission expects to receive the June 2021 revenues by the end of the first quarter of 2022. During the FY 2020/21 budget process, the Commission conservatively budgeted RCTC 91 Express Lanes and 15 Express Lanes toll revenues and non-toll revenues comprised of toll violations and fee revenues at $37.3 million and $5.1 million, respectively. In January 2021, the Commission approved a $10.7 million mid-year budget adjustment to reduce toll revenues and non-toll revenues due to the delayed opening of the 15 Express Lanes. The operating statement shows the toll revenues at 157 percent of the revised budget and non-toll revenues at 216 percent. For the fiscal year ended June 30, 2021, the RCTC 91 Express Lanes toll revenues and non-toll revenues are at 156 percent and 230 percent, respectively, of the revised budget and the 15 Express Lanes toll revenues and non-toll revenues are at 162 percent and 129 percent, respectively, of the revised budget. Staff will continue to monitor toll transactions. Other revenues primarily related to property management lease revenues are at 280 percent of the $549,100 budget; investment income through the fourth quarter is 134 percent of the budget. Gain on sale of land is recorded as part of the RCTC 91 Express Lanes Enterprise Fund accounting records and reflects the gain on sale of excess land purchased for the 91 Project. Gain on sale of land is not a budget-related item and, therefore, is not included in the FY 2020/21 budget. The expenditures/expenses and other financing sources/uses categories are in line overall with the expectations of the budget with the following exceptions: • Salaries and benefits are under budget primarily due to unfilled budget positions, including the regional conservation positions related to the Implementation and Management Services Agreement between the Commission and the Western Riverside County Regional Conservation Authority effective January 1, 2021; • Professional services are under budget primarily due to unused budget authority for rail operations and development activities, highway general legal and professional services, toll operations general legal and professional services, administrative professional services, and finance auditing and professional services; • Support costs are under budget due to unused budget authority for administrative activities, rail operations and development activities, regional program and commuter assistance advertising, and toll operations; • Program operations are under budget due to unused budget authority for the toll operations, motorist and commuter assistance program operations, highway and rail program management, and station security; • The status of significant Commission capital projects (engineering, construction, design-build, and right of way/land) with budget amounts exceeding $5 million is discussed in the attachment; 112 Agenda Item 6C • Operating and capital disbursements are made as claims are submitted to the Commission by transit operators. FY 2020/21 claims were lower due to the operators’ use of available federal funding related to COVID-19 relief legislation; • Special studies unused budget authority is related to feasibility studies; • Local streets and roads expenditures are related to Measure A sales tax revenues. These financial statements reflect the turnback payments through June 2021. Local streets and roads expenditures are higher than the budget due to the higher than anticipated Measure A sales tax receipts received resulting from the unexpected magnitude of online sales during COVID-19 pandemic. Staff is requesting a budget adjustment of $14,593,400; • Regional arterial expenditures primarily represent expenditures for highways and regional arterial program administered by Coachella Valley Association of Governments (CVAG). CVAG requests reimbursements from the Commission based on available funds and sufficient budget authority; • Debt service principal payments are made annually on June 1, while debt service interest payments are made semiannually on December 1 and June 1. On a quarterly basis in the RCTC 91 Express Lanes Enterprise Fund Accounting records, the Commission records accrued interest including compounded interest on the 91 Project Transportation Infrastructure Finance and Innovation Act (TIFIA) loan and accreted interest on the 2013 Toll Revenue Bonds, Series B (capital appreciation). However, $22.6 million of the $71.7 million interest costs through the fourth quarter will not be paid in the current year and therefore is not included in the FY 2020/21 budget. The unbudgeted difference of $941,000 is related to the quarterly accrued interest including compounded interest on the 15 Express Lanes TIFIA loan; • Capital outlay expenditures are under budget due to unused budget authority for office and property improvements for station rehabilitation; toll operations transponders; and Commission office, network, hardware, and software improvements; • Depreciation is recorded as part of the accrual adjustments in the RCTC 91 Express Lanes and 15 Express Lanes Enterprise Funds accounting records; however, such depreciation is not paid and therefore is not included in the FY 2020/21 budget; • The Commission entered into a loan agreement with the U.S. Department of Transportation for a $152.5 million TIFIA loan to pay eligible I-15 Express Lanes project costs. Proceeds of the TIFIA loan may be drawn upon after certain conditions have been met. Through the fourth quarter, the Commission drew down $21.6 million in TIFIA loan proceeds, for a cumulative inception to date total in TIFIA loan proceeds of $147.9 million. Beginning with the fourth quarter of FY 2020/21, draws upon the TIFIA loan are recorded as a liability in the 15 Express Lanes Enterprise Fund accounting records. Therefore, $5.9 million of TIFIA loan proceeds is not reflected on the attached operating statement. During construction of the I-15 Express Lanes project and for a period of up to five years following substantial completion, interest is compounded and added to the TIFIA loan. TIFIA debt service payments are expected to commence in December 2025, which is approximately five years after substantial completion of the I-15 Express Lanes project, through 2055; and 113 Agenda Item 6C • The difference between transfers out and transfers in of $147 million is related to the transfer of TIFIA loan debt from the government-wide accounting records that are not reported on the attached operating statement. At substantial completion and the opening of the 15 Express lanes, the TIFIA loan debt was transferred from the government-wide accounting records to the 15 Express Lanes Enterprise Fund. FISCAL IMPACT: Financial Information In Fiscal Year Budget: No Year: FY 2020/21 Amount: $14,593,400 Source of Funds: Measure A local streets and roads Budget Adjustment: Yes GL/Project Accounting No.: 234 71 86104 $264,400 Palo Verde Valley 257 71 86104 $3,536,300 Coachella Valley 267 71 86104 $10,792,700 Western County Fiscal Procedures Approved: Date: 09/17/2021 Attachments: 1) Quarterly Project Status – June 2021 2) Quarterly Financial Statements – June 2021 Approved by the Budget and Implementation Committee on September 27, 2021 In Favor: 13 Abstain: 0 No: 0 114 RIVERSIDE COUNTY TRANSPORTATION COMMISSION QUARTERLY PROJECT STATUS 4th QUARTER FOR TWELVE MONTHS ENDED 6/30/2021 Project Description FY 2020/21 through 4th Quarter Budget Expenditures through 4th Quarter Actuals Project Status 91 Project (P003028) The project connects with Orange County Transportation Authority’s tolled express lanes at the Orange County/Riverside County line and continues approximately eight miles to the Interstate (I)-15/State Route (SR)-91 interchange. The project involves widening pavement on the outside of the existing highway to reposition general purpose lanes and repurposing the existing high occupancy vehicle lanes to accommodate two-tolled express lanes in the median in each direction. The 91 Project also involves constructing one new general-purpose lane in each direction from SR-71 to I-15, ultimately providing two-tolled express lanes and five general purpose lanes in each direction. 91 Project development activities began in September 2007, construction work related to roadway and structures began in July 2014, and the toll lanes opened in March 2017. The total cost of the 91 Project is estimated at $1.4 billion, including capitalized interest, debt service reserves, contingency, and cost of issuance. The FY 2020/21 budget amount is $15,493,100. $ 15,493,100 $ 2,084,011 The under run of the FY 2020/21 budget at the fourth quarter is due to an outstanding property acquisition settlement ($8.4 million), city of Corona - Ontario Improvements not performed as of the fourth quarter ($1.5 million), under runs in Caltrans ($0.8 million), the project and construction management (PCM) contract ($0.3 million), remedial warranty work ($0.2 million), and unused contingency ($2.1 million). SR-91 Corridor Operations Project (623046) The project will add one additional general-purpose lane to westbound SR- 91 between Green River Road and the on-ramp to southbound SR-241. Included in the project is 9 to 10 feet of outside widening at some locations and restriping in others. The FY 2020/21 budget amount is $37,390,100. 37,390,100 12,764,586 The under run of the FY 2020/21 budget at the fourth quarter is due to a slower than anticipated start for the construction contract ($13.3 million), an under run in construction management ($1.0 million) and unused contingency ($9.8 million). ATTACHMENT 1 115 RIVERSIDE COUNTY TRANSPORTATION COMMISSION QUARTERLY PROJECT STATUS 4th QUARTER FOR TWELVE MONTHS ENDED 6/30/2021 Project Description FY 2020/21 through 4th Quarter Budget Expenditures through 4th Quarter Actuals Project Status I-15 Express Lanes project (P003027) The project will generally add two tolled express lanes in each direction from SR-60 to Cajalco Road in Corona. Project development activities began in April 2008, and lanes are expected to open to traffic in Spring 2021. The total project cost is estimated at $472 million, which includes $42 million of contingency. The FY 2020/21 budget amount is $69,731,400. 69,731,400 28,909,503 The under run of the FY 2020/21 budget at the fourth quarter is due to design builder close-out contingency not used ($20.8 million), under runs in the design builder contract (6.0 million) and PCM contract ($2.2 million), late opening for the toll services provider ($4.0 million), toll occupancy detection system not put into place ($2.0 million), and an agreement that Caltrans extended oversight was not needed after October 2020 ($4.4 million). 15/91 Express Lanes Connector (P003039) The 15/91 Express Lane Connector (ELC) project constructs an express lanes median direct connector from southbound I-15 to westbound SR-91 and from eastbound SR-91 to northbound I-15 in the city of Corona. The project also adds tolled express lanes in each direction of I-15 from the 15/91 ELC to Hidden Valley Parkway; adds a tolled express lane in each direction of SR-91 from east of Lincoln Avenue to the 15/91 ELC; extends the tolled express lane along eastbound SR-91 from I-15 to west of Promenade Avenue; and extends an eastbound auxiliary lane along SR-91 from west of I-15 to west of Promenade Avenue. The project also includes the addition of a toll collection system infrastructure along I-15 and SR-91. The estimated project cost is $270 million and the project is partially funded by state funds allocated under Senate Bill (SB) 132 legislation. The connector is expected to open to traffic in 2023. The FY 2020/21 budget amount is $51,620,000. 51,620,000 46,937,687 The under run of the FY 2020/21 budget at the fourth quarter is due to under runs in the PCM contract ($1.2 million), the BNSF temporary construction license ($0.8 million), environmental mitigation permits ($0.4 million), Caltrans support ($0.3 million), and unused contingency ($2.0 million). I-15 Express Lanes Southern Extension (P003044) The project will add express lanes between SR-74 and Cajalco Road. The estimated project cost is $544 million with the Project Approval and Environmental Document (PA/ED) phase of work funded by federal Congestion Mitigation and Air Quality (CMAQ) funds and Measure A. The FY 2020/21 budget amount is $6,862,000. 6,862,000 6,105,883 The under run of the FY 2020/21 budget at the fourth quarter is due to the planned Level 2 Traffic and Revenue study being deferred to FY 2021/22 ($0.7 million). 116 RIVERSIDE COUNTY TRANSPORTATION COMMISSION QUARTERLY PROJECT STATUS 4th QUARTER FOR TWELVE MONTHS ENDED 6/30/2021 Project Description FY 2020/21 through 4th Quarter Budget Expenditures through 4th Quarter Actuals Project Status Mid County Parkway (MCP) (P002302, P612302, P002320, & P002317) The environmental document for a new corridor from I-215 to SR-79 was approved in April 2015. The first design package is under construction. Construction of this new facility will be completed over many years as funding becomes available; the total project cost is estimated at $1.3 to $2.1 billion. The FY 2020/21 budget amount is $43,182,800. 43,182,800 16,463,115 The under run of the FY 2020/21 budget at the fourth quarter is primarily due to the following for each project: • MCP: Under runs in preliminary engineering due to under runs in cultural landscape studies and property analysis review ($0.2 million), and right of way (ROW) acquisition and support ($5.5 million). • MCP Placentia: Anticipated land acquisition that did not occur ($4.1 million), under runs in design and environmental ($0.6 million), and unused contingency ($16.3 million). • MCP Mitigation: The first year of plant establishment was completed at the beginning of the third quarter in FY 2020/21 and the minimal over run in the fourth quarter was due to an under run in final design, construction and construction management ($0.1 million) and an over run in program management and ROW support services ($0.2 million). Pachappa Underpass project (P003038) The project will remove the Pachappa shoofly structure and associated retaining walls and construct a retaining wall, drainage, and track bed for the permanent Pachappa underpass. Track relocation will be performed by Union Pacific Railroad (UPRR). The project construction cost is estimated at $16 million. The FY 2020/21 budget amount is $14,343,100. 14,343,100 5,910,935 The under run of the FY 2020/21 budget at the fourth quarter is due to additional time required for UPRR, pushing expenditures into the next fiscal year for construction ($4.1 million) and construction management ($1.1 million), as well as the UPRR budget that was anticipated, but instead was directly handled by Caltrans to cover UPRR construction support services ($3.1 million). SR-60 Truck Lanes (P003029) The project will construct eastbound climbing and westbound descending truck lanes from Gilman Springs Road to west of Jack Rabbit trail and upgrade existing shoulders to standard widths. The estimated project cost is $138 million and the project is funded by CMAQ, State Transportation Improvement Program/Regional Improvement Program, State Highway Operation and Protection Program, and 2009 Measure A highway funds. The FY 2020/21 budget amount is $43,565,700. 43,565,700 34,962,839 The under run of the FY 2020/21 budget at the fourth quarter is due to an under run in construction ($4.8 million) and unused contingency ($3.8 million). 117 RIVERSIDE COUNTY TRANSPORTATION COMMISSION QUARTERLY PROJECT STATUS 4th QUARTER FOR TWELVE MONTHS ENDED 6/30/2021 Project Description FY 2020/21 through 4th Quarter Budget Expenditures through 4th Quarter Actuals Project Status 71/91 Connector Project (P003021) The project includes ROW acquisition, utility relocation, and environmental revalidation work for improvements to the 71/91 connector. The estimated project cost is $118 million. The FY 2020/21 budget amount is $5,055,700. 5,055,700 1,698,589 The under run of the FY 2020/21 budget at the fourth quarter is due to anticipated additional requirements from the US Army Corps of Engineers and BNSF that did not occur ($1.7 million) and land acquisition that was planned but did not occur ($1.6 million). I-15/Railroad Canyon Interchange (P005104) The project is to relieve congestion by improving traffic operations through improvements of the Railroad Canyon Road interchange and correction of the merging/diverging freeway and ramp movements. The estimated project cost is $51 million and the project is funded by TUMF Regional Arterial, SB-1 LPP-C, STIP/RIP, and city of Lake Elsinore contribution. The FY 2020/21 budget amount is $26,952,500. 26,952,500 24,435,309 The under run of the FY 2020/21 budget at the fourth quarter is due to an under run in construction management ($1.4 million) and unused contingency ($0.9 million). Riverside Layover Facility (P653822) The project includes increased capacity and maintenance service improvements to Metrolink’s West Layover Facility, north of the Riverside Downtown station. The improvements include expansion of the facility to accommodate three storage tracks with an overall storage capacity of three 6-train sets. The project is funded by Federal Transit Administration Section 5307. The FY 2020/21 budget amount is $9,723,600. $9,723,600 $5,246,277 The under run of the FY 2020/21 budget at the fourth quarter is due to construction ($0.4 million) and unused contingency in construction support services ($4.1 million). This list discusses the significant capital projects (i.e., total budgeted costs in excess of $5 million) and related status. Capital project expenditures are generally affected by lags in invoices submitted by contractors and consultants, as well as issues encountered during certain phases of the projects. The capital projects budgets tend to be based on aggressive project schedules. 118 Revenues Sales tax 323,915,700$ 389,559,469$ 65,643,769$ 120% Federal reimbursements 103,535,700 60,679,819 (42,855,881)59% State reimbursements 149,063,600 115,701,082 (33,362,518)78% Local reimbursements 20,466,100 17,196,601 (3,269,499)84% Transportation Uniform Mitigation Fee 15,500,000 28,301,546 12,801,546 183% Toll revenues 28,268,400 44,320,495 16,052,095 157% Toll violations and fee revenues 3,450,200 7,449,905 3,999,705 216% Other revenues 549,100 1,537,698 988,598 280% Investment income 3,545,500 4,744,163 1,198,663 134% Gain on sale of land -1,100,189 1,100,189 N/A Total revenues 648,294,300 670,590,967 22,296,667 103% Expenditures/Expenses Salaries and benefits 13,246,000 10,544,135 2,701,865 80% Professional and support Professional services 20,786,400 8,901,833 11,884,567 43% Support costs 15,885,400 8,799,043 7,086,357 55% Total Professional and support costs 36,671,800 17,700,876 18,970,924 48% Projects and operations Program operations 40,119,300 27,248,307 12,870,993 68% Engineering 30,450,200 18,233,334 12,216,866 60% Construction 206,567,700 113,726,411 92,841,289 55% Design Build 100,395,600 61,644,342 38,751,258 61% Right of way/land 57,482,700 19,553,868 37,928,832 34% Operating and capital disbursements 136,775,700 49,417,071 87,358,629 36% Special studies 1,445,000 181,729 1,263,271 13% Local streets and roads 59,152,100 73,745,453 (14,593,353)125% Regional arterials 33,753,000 10,517,229 23,235,771 31% Total projects and operations 666,141,300 374,267,744 291,873,556 56% Debt service Principal 28,495,000 28,505,099 (10,099) 100% Interest 48,143,900 71,684,980 (23,541,080) 149% Total debt service 76,638,900 100,190,079 (23,551,179) 131% Capital outlay 6,072,600 4,823,648 1,248,952 79% Depreciation - 8,083,625 (8,083,625) N/A Total Expenditures/Expenses 798,770,600 515,610,107 283,160,493 65% Excess revenues over (under) expenditures/expenses (150,476,300) 154,980,860 295,377,359 -103% Other financing sources/(uses) Transfer in 179,922,600 155,096,183 (24,826,417) 86% Transfer out (179,922,600) (302,475,564) (122,552,964) 168% TIFIA loan proceeds 47,371,900 15,660,996 (31,710,904) 33% Total financing sources/(uses)47,371,900 (131,718,385) 179,090,285 -278% Net change in fund balances (103,104,400) 23,262,475 474,467,644 -23% Fund balance July 1, 2020 821,472,700 534,094,125 (287,378,575) 65% Fund balance June 30, 2021 718,368,300$ 557,356,600$ 187,089,069$ 78% RIVERSIDE COUNTY TRANSPORTATION COMMISSION QUARTERLY BUDGET TO ACTUAL FY 2020/21 BUDGET 4TH QUARTER ACTUAL PERCENT UTILIZATION REMAINING BALANCE FOR TWELVE MONTHS ENDED 6/30/2021 4TH QUARTER ATTACHMENT 2 119 STATE OF GOOD REPAIR OTHER AGENCY PROJECTS REGIONAL CONSERVATION SB132 Revenues Sales tax -$ -$ 189,843,732$ 52,036,378$ 1,063,730$ 123,038,694$ 19,494,903$ 4,082,032$ -$ -$ -$ -$ -$ Federal reimbursements 13,032,598 - 44,739,211 - - - - - - 89,691 - - - State reimbursements 288,835 5,188,771 26,496,493 - - - - - 11,533,366 - - - 72,193,617 Local reimbursements 410,907 229,979 13,680,373 - - - - - 755,000 - 404,024 1,716,318 - Transportation Uniform Mitigation Fee - - - - - - - - 28,301,546 - - - - Toll revenues - - - - - - - - - - - - - Toll violations and fee revenues - - - - - - - - - - - - - Other revenues 1,001 - 550,232 - - - - - 18,000 - - - - Investment income 95,142 34,560 1,031,149 258,075 - 372,577 467,425 35,794 432,904 11,407 1,612 129 51,064 Gain on sale of land - - - - - - - - - - - - - Total revenues 13,828,483 5,453,310 276,341,190 52,294,453 1,063,730 123,411,271 19,962,328 4,117,826 41,040,816 101,098 405,636 1,716,447 72,244,681 Expenditures/Expenses Salaries and benefits 4,861,857 134,780 3,167,916 - - - - - 242,318 22,256 34,704 1,176,217 87,709 Professional and support Professional services 2,965,682 282,054 2,831,419 8,915 - - 17,830 - 77,438 963,885 9,020 48,605 41,347 Support costs 1,594,582 114,026 3,506,709 - - - - - 150,134 685 - 8,108 1,262 Total Professional and support costs 4,560,264 396,080 6,338,128 8,915 - - 17,830 - 227,572 964,570 9,020 56,713 42,609 Projects and operations Program operations - 3,763,400 10,630,656 - - - - - 617,349 - 159,727 4,123 465,301 Engineering - - 9,964,511 - - - - - 690,020 3,667 199,700 - 7,375,436 Construction 34,594 - 80,148,431 - - - - - 24,763,007 - - - 7,387,411 Design Build - - 18,525,720 - - - - - - - - - 42,722,674 Right of way/land - - 970,548 - - - - - 4,345,657 - - 120,245 14,117,418 Operating and capital disbursements 11,052,098 - 2,167,163 5,955,883 - 19,990,875 9,296,201 954,851 - - - - - Special studies 181,647 - 82 - - - - - - - - - - Local streets and roads - - 54,653,378 18,060,034 1,032,041 - - - - - - - - Regional arterials - - - 10,517,229 - - - - - - - - - Total projects and operations 11,268,339 3,763,400 177,060,489 34,533,146 1,032,041 19,990,875 9,296,201 954,851 30,416,033 3,667 359,427 124,368 72,068,240 Debt service Principal 10,099 - - - - - - - - - - - - Interest 5,663 - - - - - - - - - - - - Total debt service 15,762 - - - - - - - - - - - - Capital outlay 102,814 - 4,720,834 - - - - - - - - - - Depreciation - - - - - - - - - - - - - Total Expenditures/Expenses 20,809,036 4,294,260 191,287,367 34,542,061 1,032,041 19,990,875 9,314,031 954,851 30,885,923 990,493 403,151 1,357,298 72,198,558 Excess revenues over (under) expenditures/expenses (6,980,553) 1,159,050 85,053,823 17,752,392 31,689 103,420,396 10,648,297 3,162,975 10,154,893 (889,395) 2,485 359,149 46,123 Other financing sources/(uses) Transfer in 18,222,166 1,965,900 60,479,168 - - - - - 84,885 672,000 - - 2,000,000 Transfer out (577,700) (2,155,500) (103,589,581) (430,700) (32,100) (12,864,166) (814,400) (858,803) (4,361,899) (38,200) - (364,200) - TIFIA loan proceeds - - 15,660,996 - - - - - - - - - - Total financing sources/(uses)17,644,466 (189,600) (27,449,417) (430,700) (32,100) (12,864,166) (814,400) (858,803) (4,277,014) 633,800 - (364,200) 2,000,000 Net change in fund balances 10,663,913 969,450 57,604,406 17,321,692 (411) 90,556,230 9,833,897 2,304,172 5,877,879 (255,595) 2,485 (5,051) 2,046,123 Fund balance July 1, 2020 25,862,291 10,908,798 263,779,809 63,573,136 411 97,108,303 119,712,384 9,087,946 117,537,108 2,902,126 20,861 - 28,746 Fund balance June 30, 2021 36,526,204$ 11,878,248$ 321,384,215$ 80,894,828$ -$ 187,664,533$ 129,546,281$ 11,392,118$ 123,414,987$ 2,646,531$ 23,346$ (5,051)$ 2,074,869$ RIVERSIDE COUNTY TRANSPORTATION COMMISSION QUARTERLY BUDGET TO ACTUAL BY FUND 4TH QUARTER FOR TWELVE MONTHS ENDED 6/30/2021 TRANSPORTATION DEVELOPMENT ACT FSP/ SAFE MEASURE A SALES TAX TRANSPORTATION UNIFORM MITIGATION FEE (TUMF) COACHELLA VALLEY RAIL SPECIAL REVENUE FUNDS PALO VERDE VALLEYGENERAL FUND WESTERN COUNTY COACHELLA VALLEY STATE TRANSIT ASSISTANCE LOCAL TRANSPORTATION FUND 120 Revenues Sales tax Federal reimbursements State reimbursements Local reimbursements Transportation Uniform Mitigation Fee Toll revenues Toll violations and fee revenues Other revenues Investment income Gain on sale of land Total revenues Expenditures/Expenses Salaries and benefits Professional and support Professional services Support costs Total Professional and support costs Projects and operations Program operations Engineering Construction Design Build Right of way/land Operating and capital disbursements Special studies Local streets and roads Regional arterials Total projects and operations Debt service Principal Interest Total debt service Capital outlay Depreciation Total Expenditures/Expenses Excess revenues over (under) expenditures/expenses Other financing sources/(uses) Transfer in Transfer out TIFIA loan proceeds Total financing sources/(uses) Net change in fund balances Fund balance July 1, 2020 Fund balance June 30, 2021 15 EXPRESS LANES 91 EXPRESS LANES -$ -$ -$ -$ -$ 389,559,469$ - - - - 2,818,319 60,679,819 - - - - - 115,701,082 - - - - - 17,196,601 - - - - - 28,301,546 4,884,922 39,435,573 - - - 44,320,495 634,882 6,815,023 - - - 7,449,905 24,344 944,121 - - - 1,537,698 229 528,195 1,074,526 329,176 20,199 4,744,163 - 1,100,189 - - - 1,100,189 5,544,377 48,823,101 1,074,526 329,176 2,838,518 670,590,967 77,079 739,299 - - - 10,544,135 70,071 1,585,567 - - - 8,901,833 323,993 3,099,544 - - - 8,799,043 394,064 4,685,111 - - - 17,700,876 1,727,417 9,880,334 - - - 27,248,307 - - - - - 18,233,334 - 1,392,968 - - - 113,726,411 - 395,948 - - - 61,644,342 - - - - - 19,553,868 - - - - - 49,417,071 - - - - - 181,729 - - - - - 73,745,453 - - - - - 10,517,229 1,727,417 11,669,250 - - - 374,267,744 - - - - 28,495,000 28,505,099 689,945 29,739,388 - 225,946 41,024,038 71,684,980 689,945 29,739,388 - 225,946 69,519,038 100,190,079 - - - - - 4,823,648 - 8,083,625 - - - 8,083,625 2,888,505 54,916,673 - 225,946 69,519,038 515,610,107 2,655,872 (6,093,572) 1,074,526 103,230 (66,680,520) 154,980,860 1,709,005 - - 437,750 69,525,309 155,096,183 (153,850,182) (2,411,874) (2,626,794) (16,087,212) (1,412,253) (302,475,564) - - - - - 15,660,996 (152,141,177) (2,411,874) (2,626,794) (15,649,462) 68,113,056 (131,718,385) (149,485,305) (8,505,446) (1,552,268) (15,546,232) 1,432,536 23,262,475 - (276,232,056) 18,123,165 70,028,781 11,652,316 534,094,125 (149,485,305)$ (284,737,502)$ 16,570,897$ 54,482,549$ 13,084,852$ 557,356,600$ SALES TAX BONDS DEBT SERVICE CAPITAL PROJECTS FUNDS RIVERSIDE COUNTY TRANSPORTATION COMMISSION QUARTERLY BUDGET TO ACTUAL BY FUND 4TH QUARTER FOR TWELVE MONTHS ENDED 6/30/2021 COMBINED TOTAL ENTERPRISE FUND COMMERCIAL PAPER 121 AGENDA ITEM 6D Agenda Item 6D RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: October 13, 2021 TO: Riverside County Transportation Commission FROM: Western Riverside County Programs and Projects Committee David Lewis, Capital Projects Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Agreements for On-Call Design Engineering and Environmental Services for Commuter Rail and Station Capital Improvement Projects WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Award the following agreements to provide on-call design engineering and environmental services for the construction of commuter rail and station capital improvement projects for a three-year term, and one, two-year option to extend the agreements, in an amount not to exceed an aggregate value of $10 million; a) Agreement No. 21-33-127-00 to HDR Engineering, Inc.; b) Agreement No. 21-33-128-00 to Moffatt and Nichol; c) Agreement No. 21-33-129-00 to RailPros, Inc.; and d) Agreement No. 21-33-064-00 to STV Incorporated; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements, including option years, on behalf of the Commission; and 3) Authorize the Executive Director, or designee, to execute task orders awarded to the consultants under the terms of the agreements. BACKGROUND INFORMATION: The Commission has a need for the provision of comprehensive on-call professional services for design engineering and environmental services for commuter rail and station capital improvement projects. For large or unusual projects the Commission procures design engineering and environmental services as the need for services arises. An on-call design engineering and environmental services contract provides a more streamlined process since formal solicitation, selection, and negotiation of basic rates and contracting are completed as part of the on-call procurement process. The intention of this procurement is to provide the Commission with comprehensive on-call professional design engineering and environmental services for a variety of Commission 122 Agenda Item 6D commuter rail and station capital improvement projects such as the Perris Valley Line - South Perris station improvement project and future station upgrades projects. Design engineering and environmental services will be primarily funded with various Federal Transit Administration (FTA) grants in addition to other local, state, and federal sources. Procurement Process Pursuant to Government Code 4525 et seq, selection of architect, engineer, and related services shall be on the basis of demonstrated competence and on professional qualifications necessary for the satisfactory performance of the services required. Therefore, staff used the qualification method of selection for the procurement. Evaluation criteria included elements such as qualifications of firm, staffing and project organization, project understanding and approach, and the ability to respond to the requirements set forth under the terms of a request for qualifications (RFQ). RFQ No. 21-33-064-00 for on-call design engineering and environmental services for the construction of commuter rail and station capital improvement projects was released by staff on May 6, 2021. The RFQ was posted on the Commission’s Planet Bids website, which is accessible through the Commission’s website. Through Planet Bids, 118 firms downloaded the RFQ; 12 of these firms are located in Riverside County. A pre-submittal meeting was held on May 19, 2021 and attended by 24 firms. Staff responded to all questions submitted by potential proposers prior to the May 27, 2021, clarification deadline. Eight firms – Dewberry Engineers Inc. (Long Beach); EXP U.S. Services, Inc. (San Bernardino); HDR Engineering, Inc. (Riverside); HNTB Corporation (Ontario); Moffatt and Nichol (Ontario); Mott MacDonald (Los Angeles); RailPros, Inc. (Riverside); and STV Incorporated (Rancho Cucamonga) – submitted responsive and responsible statements of qualifications prior to the 2:00 p.m. submittal deadline on June 17, 2021. Based on the evaluation criteria set forth in the RFQ, the firms were evaluated and scored by an evaluation committee comprised of Commission, Bechtel and Metrolink staff. Based on the evaluation committee’s assessment of the written proposals and pursuant to the terms of the RFP, the evaluation committee shortlisted and invited six firms to the interview phase of the evaluation and selection process. Interviews of the shortlisted firms - HDR Engineering, Inc., HNTB Corporation, Moffatt and Nichol, Mott MacDonald, RailPros, Inc., and STV Incorporated – were conducted on July 13, 2021. As a result of the evaluation committee’s assessment of the interviews as well as the written statements of qualifications, the evaluation committee determined four firms – HDR Engineering, Inc., Moffatt and Nichol, RailPros, Inc., and STV Incorporated – to be the most qualified firms to provide on-call design engineering and environmental services for the construction of commuter rail and station capital improvement projects. The evaluation committee recommends contract awards to these four firms for a three-year term, and one, two-year option to extend the agreements, in the aggregate amount of $10 million, as these firms earned the highest total evaluation scores. 123 Agenda Item 6D The multiple award, on-call, indefinite delivery/indefinite quantity task order type contracts do not guarantee work to any of the awardees; therefore, no funds are guaranteed to any consultant. Pre-qualified consultants will be selected for specific tasks based on qualification information contained in their proposals and/or competitive fee proposals for the specific tasks. Services will be provided through the Commission’s issuance of contract task orders to the consultants on an as-needed basis. The Commission’s model on-call professional services agreement will be entered into with each consultant firm, subject to any changes approved by the Executive Director, pursuant to legal counsel review. Staff oversight of the contracts and task orders will maximize the effectiveness of the consultants and minimize costs to the Commission. FISCAL IMPACT: Staff does not anticipate any expenditures under these agreements in FY 2021/22, and no amounts for projects were included in the FY 2021/22 budget. Financial Information In Fiscal Year Budget: N/A N/A Year: FY 2021/22 FY 2022/23+ Amount: $0 $10,000,000 Source of Funds: Federal Transit Administration, 2009 Measure A Western County Rail, and/or other local, state, and federal funds Budget Adjustment: N/A N/A GL/Project Accounting No.: 654199 81115 265 33 81101 654199 81101 265 33 81101 Fiscal Procedures Approved: Date: 09/18/2021 Attachments: 1) Draft On-Call Professional Services Agreement 21-33-127-00 with HDR Engineering, Inc. 2) Draft On-Call Professional Services Agreement 21-33-128-00 with Moffatt and Nichol 3) Draft On-Call Professional Services Agreement 21-33-129-00 with RailPros Inc. 4) Draft On-Call Professional Services Agreement 21-33-064-00 with STV Incorporated Approved by the Western Riverside County Programs and Projects Committee on September 27, 2021 In Favor: 10 Abstain: 0 No: 0 124 Agreement No. 21-33-127-00 PROFESSIONAL SERVICES AGREEMENT WITH FTA AND PROPOSITION 1B FUNDING ASSISTANCE RIVERSIDE COUNTY TRANSPORTATION COMMISSION AGREEMENT WITH HDR ENGINEERING INC. FOR ON-CALL DESIGN ENGINEERING AND ENVIRONMENTAL SERVICES FOR THE CONSTRUCTION OF COMMUTER RAIL STATION CAPITAL IMPROVEMENT PROJECTS Parties and Date. This Agreement is made and entered into this ___ day of _______, 2021, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("the Commission") and HDR Engineering, Inc. ("Consultant"), a Corporation. The Commission and Consultant are sometimes referred to herein individually as “Party”, and collectively as the “Parties”. Recitals. A.On November 8, 1988 the Voters of Riverside County approved Measure A authorizing the collection of a one-half percent (1/2 %) retail transactions and use tax (the "tax") to fund transportation programs and improvements within the County of Riverside, and adopting the Riverside County Transportation Improvement Plan (the "Plan"). B.Pursuant to Public Utility Code Sections 240000 et seq., the Commission is authorized to allocate the proceeds of the Tax in furtherance of the Plan. C.On November 5, 2002, the voters of Riverside County approved an extension of the Measure A tax for an additional thirty (30) years for the continued funding of transportation and improvements within the County of Riverside. D.A source of funding for payment for on-call professional consulting services provided under this Agreement may be Proposition 1B funds (“Prop 1B”) funds administered by the California Department of Transportation (“Caltrans”), and/or funds from the Federal Transit Administration (“FTA”). This Agreement shall not be deemed to be approved by the Commission until the certification shown in Exhibit “E” attached hereto and incorporated herein by reference, is executed. E.Consultant desires to perform and assume responsibility for the provision of certain on-call design engineering and environmental services for the construction of DR A F T ATTACHMENT 1 125 3 commuter rail station capital improvement projects in the County of Riverside, California. Services shall be provided on the terms and conditions set forth in this Agreement and in the task order(s) to be solicited, awarded and authorized by Commission as further described in this Agreement (“Task Order”). Consultant represents that it is experienced in providing such services to public clients, is licensed in the State of California (if necessary), and is familiar with the plans of the Commission. G. Commission desires to engage Consultant to render such services on an on-call basis. Services shall be ordered by Task Order(s) to be issued pursuant to this Agreement for future projects as set forth herein and in each Task Order (each such project shall be designated a “Project” under this Agreement). Terms. 1. General Scope of Services. Consultant shall furnish all technical and professional services, including labor, material, equipment, transportation, supervision and expertise, and incidental and customary work necessary to fully and adequately supply the on-call design engineering and environmental services for the Projects ("Services"). The Services are generally described in Exhibit "A" attached hereto and incorporated herein by reference. The Services shall be more particularly described in the individual Task Orders issued by the Commission’s Executive Director or designee. No Services shall be performed unless authorized by a fully executed Task Order. All Services shall be subject to, and performed in accordance with, this Agreement, the relevant Task Order, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 2. Task Orders; Commencement of Services; Schedule of Services. Services under this Agreement shall be requested by the Commission pursuant to Task Order requests. If Commission accepts Consultant’s Task Order proposal, Commission shall issue a purchase order or executed task order for the Services (“Commission’s Task Order Authorization”). Consultant’s agreement to the final terms of a proposed Task Order, Commission’s Task Order Authorization and Consultant’s commencement of the Services shall indicate the Parties’ agreement to the terms of the relevant Task Order. Consultant shall commence Services under a Task Order within five (5) days of receiving Commission’s Task Order Authorization. Consultant shall perform the Services expeditiously, in accordance with the Schedule of Services set forth in a Task Order. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, Commission shall respond to Consultant's submittals in a timely manner. Upon request of the Commission, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3. Pre-Award Audit. As a result of the funding for this Project, and to the extent Caltrans procedures apply in connection therewith, issuance of a “Notice to Proceed” or DR A F T 126 4 other authorization to proceed under a Task Order may be contingent upon completion and approval of a pre-award audit. Any questions raised during the pre-award audit shall be resolved before the Commission will consider approval of this Agreement. The funding provided under this Agreement is contingent on meeting all funding requirements and could be withdrawn, thereby entitling the Commission to terminate this Agreement, if the procedures are not completed. The Consultant’s files shall be maintained in a manner to facilitate State process reviews. In addition, Caltrans may require that prior to performance of any work for which funding reimbursement through Caltrans is requested and provided, that Caltrans must give to Commission an “Authorization to Proceed”. 4. Audit Procedures. 4.1 Consultant and certain subconsultant contracts, including cost proposals and ICR, are subject to audits or reviews such as, but not limited to, a contract audit, an incurred cost audit, an Independent Cost Review (ICR) Audit, or a CPA ICR audit work paper review. If selected for audit or review, this Agreement, Consultant’s cost proposal and ICR and related work papers, if applicable, will be reviewed to verify compliance with 48 CFR, Part 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review it is Consultant’s responsibility to ensure federal, state, or local government officials are allowed full access to the CPA’s work papers including making copies as necessary. This Agreement, Consultant’s cost proposal, and ICR shall be adjusted by Consultant and approved by the Commission’s contract manager to conform to the audit or review recommendations. Consultant agrees that individual terms of costs identified in the audit report shall be incorporated into this Agreement by this reference if directed by Commission at its sole discretion. Refusal by Consultant to incorporate audit or review recommendations, or to ensure that the federal, state or local governments have access to CPA work papers, will be considered a breach of the Agreement terms and cause for termination of this Agreement and disallowance of prior reimbursed costs. Additional audit provisions applicable to this Agreement are set forth in Sections 22 and 23 of this Agreement. Section 4.2 and 4.3 shall apply to the extent applicable to the Task Order and funding source. 4.2 During any Caltrans’ review of the ICR audit work papers created by the Consultant’s independent CPA, Caltrans will work with the CPA and/or Consultant toward a resolution of issues that arise during the review. Each party agrees to use its best efforts to resolve any audit disputes in a timely manner. If Caltrans identifies significant issues during the review and is unable to issue a cognizant approval letter, Commission will reimburse the Consultant at an accepted ICR until a FAR (Federal Acquisition Regulation) compliant ICR {e.g. 48 CFR Part 31; GAGAS (Generally Accepted Auditing Standards); CAS (Cost Accounting Standards), if applicable; in accordance with procedures and guidelines of the American Association of State Highways and Transportation Officials (AASHTO) Audit Guide; and other applicable procedures and guidelines is received and approved by Caltrans. Accepted rates will be as follows: DR A F T 127 5 a. If the proposed rate is less than one hundred fifty percent (150%) - the accepted rate reimbursed will be ninety percent (90%) of the proposed rate. b. If the proposed rate is between one hundred fifty percent (150%) and two hundred percent (200%) - the accepted rate will be eighty-five percent (85%) of the proposed rate. c. If the proposed rate is greater than two hundred percent (200%) - the accepted rate will be seventy-five percent (75%) of the proposed rate. 4.3 If Caltrans is unable to issue a cognizant letter per Section 4.2 above, Caltrans may require Consultant to submit a revised independent CPA-audited ICR and audit report within three (3) months of the effective date of the Caltrans’ management letter. Caltrans will then have up to six (6) months to review the Consultant’s and/or the independent CPA’s revisions. If the Consultant fails to comply with the provisions of this Section 4, or if Caltrans is still unable to issue a cognizant approval letter after the revised independent CPA audited ICR is submitted, overhead cost reimbursement will be limited to the accepted ICR that was established upon initial rejection of the ICR and set forth in Section 4.2 above for all rendered services. In this event, this accepted ICR will become the actual and final ICR for reimbursement purposes under this Agreement. Consultant may submit to Commission final invoice only when all of the following items have occurred: (1) Caltrans accepts or adjusts the original or revised independent CPA audited ICR; (2) all work under this Agreement has been completed to the satisfaction of Commission; and, (3) Caltrans has issued its final ICR review letter. The Consultant must submit its final invoice to Commission no later than sixty (60) calendar days after occurrence of the last of these items. The accepted ICR will apply to this Agreement and all Task Orders issued under this Agreement, and all other agreements executed between the Commission and the Consultant, either as a prime or subconsultant, with the same fiscal period ICR. 5. Term. 5.1 This Agreement shall go into effect on the date first set forth above, contingent upon approval by Commission, and Consultant shall commence work after notification to proceed by Commission’s Contract Administrator. This Agreement shall end on September 30, 2024, unless extended by contract amendment. The Commission may extend the term of this Agreement, in its sole discretion, for one additional two (2) year period. 5.2 Consultant is advised that any recommendation for contract award is not binding on Commission until this Agreement is fully executed and approved by the Commission. DR A F T 128 6 5.3 This Agreement shall remain in effect until the date set forth above, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. All applicable indemnification provisions of this Agreement shall remain in effect following the termination of this Agreement. 6. Commission's Contract Administrator. The Commission hereby designates the Commission's Executive Director, or his or her designee, to act as its Contract Administrator for the performance of this Agreement ("Commission’s Contract Administrator"). Commission’s Contract Administrator shall have the authority to act on behalf of the Commission for all purposes under this Agreement. Commission’s Contract Administrator shall also review and give approval, as needed, to the details of Consultant's work as it progresses. Consultant shall not accept direction or orders from any person other than the Commission’s Contract Administrator or his or her designee. 7. Consultant's Representative. Consultant hereby designates Gerard Reminiskey to act as its Representative for the performance of this Agreement ("Consultant’s Representative"). Consultant's Representative shall have full authority to act on behalf of Consultant for all purposes under this Agreement. The Consultant’s Representative shall supervise and direct the Services, using his or her professional skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. Consultant shall work closely and cooperate fully with Commission’s Contract Administrator and any other agencies which may have jurisdiction over, or an interest in, the Services. Consultant's Representative shall be available to the Commission staff at all reasonable times. Any substitution in Consultant's Representative shall be approved in writing by Commission’s Contract Administrator. 8. Substitution of Key Personnel. Consultant has represented to the Commission that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval by the Commission. In the event that the Commission and Consultant cannot agree as to the substitution of the key personnel, the Commission shall be entitled to terminate this Agreement for cause, pursuant to the provisions herein. The key personnel for performance of this Agreement are: Gerard Reminiskey, Rob Klovsky, Scott Gaastra, Thomas Jacques, Esmeralda Aranda, Chuck Christoplis, Darren Pynn, Moshik Mah, Wellington Chu, Jake Hyles, Brett Brandle, Kelly Czechowski, Dan Weatherby, Jason Stack, Jason Seccombe, and Melissa Holguin , or as otherwise identified in the Task Order. 9. Standard of Care; Licenses. Consultant represents and maintains that it is skilled in the professional calling necessary to perform all Services, duties and obligations required by this Agreement to fully and adequately complete the Project. Consultant shall perform the Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant warrants that all employees and subcontractors shall have DR A F T 129 7 sufficient skill and experience to perform the Services assigned to them. Consultant further represents and warrants to the Commission that its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant shall perform, at its own cost and expense and without reimbursement from the Commission, any services necessary to correct errors or omissions which are caused by the Consultant’s failure to comply with the standard of care provided for herein, and shall be fully responsible to the Commission for all damages and other liabilities provided for in the indemnification provisions of this Agreement arising from the Consultant’s errors and omissions. Any employee of Consultant or its sub-consultants who is determined by the Commission to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the Commission, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 10. Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. Commission retains Consultant on an independent contractor basis and not as an employee, agent or representative of the Commission. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries and other amounts due such personnel in connection with their performance of Services and as required by law. Consultant shall be responsible for all reports and obligations respecting such personnel, including but not limited to, social security taxes, income tax withholdings, unemployment insurance, disability insurance, and workers' compensation insurance. 11. Project Progress. 11.1 Modification of the Schedule. Consultant shall regularly report to the Commission, through correspondence or progress reports, its progress in providing required Services within the scheduled time periods. Commission shall be promptly informed of all anticipated delays. In the event that Consultant determines that a schedule modification is necessary, Consultant shall promptly submit a revised Schedule of Services for approval by Commission’s Contract Administrator. 11.2 Trend Meetings. Consultant shall conduct trend meetings with the Commission’s Contract Administrator and other interested parties, as requested by the Commission, on a bi-weekly basis or as may be mutually scheduled by the Parties at a standard day and time. These trend meetings will encompass focused and informal discussions concerning scope, schedule, and current progress of Services, relevant cost issues, and future Project objectives. Consultant shall be responsible for the preparation DR A F T 130 8 and distribution of meeting agendas to be received by the Commission and other attendees no later than three (3) working days prior to the meeting. 11.3 Progress Reports. As part of its monthly invoice, Consultant shall submit a progress report, in a form determined by the Commission, which will indicate the progress achieved during the previous month in relation to the Schedule of Services. Submission of such progress report by Consultant shall be a condition precedent to receipt of payment from the Commission for each monthly invoice submitted. 12. Delay in Performance. 12.1 Excusable Delays. Should Consultant be delayed or prevented from the timely performance of any act or Services required by the terms of the Agreement by reason of acts of God or of the public enemy, acts or omissions of the Commission or other governmental agencies in either their sovereign or contractual capacities, fires, floods, pandemics, epidemics, quarantine restrictions, strikes, freight embargoes or unusually severe weather, performance of such act shall be excused for the period of such delay. 12.2 Written Notice. If Consultant believes it is entitled to an extension of time due to conditions set forth in subsection 12.1, Consultant shall provide written notice to the Commission within seven (7) working days from the time Consultant knows, or reasonably should have known, that performance of the Services will be delayed due to such conditions. Failure of Consultant to provide such timely notice shall constitute a waiver by Consultant of any right to an excusable delay in time of performance. 12.3 Mutual Agreement. Performance of any Services under this Agreement may be delayed upon mutual agreement of the Parties. Upon such agreement, Consultant's Schedule of Services shall be extended as necessary by the Commission. Consultant shall take all reasonable steps to minimize delay in completion, and additional costs, resulting from any such extension. 13. Preliminary Review of Work. All reports, working papers, and similar work products prepared for submission in the course of providing Services under this Agreement shall be submitted to the Commission’s Contract Administrator in draft form, and the Commission may require revisions of such drafts prior to formal submission and approval. In the event plans and designs are to be developed as part of the Project, final detailed plans and designs shall be contingent upon obtaining environmental clearance as may be required in connection with Federal funding. In the event that Commission’s Contract Administrator, in his or her sole discretion, determines the formally submitted work product to be not in accordance with the standard of care established under this Agreement, Commission’s Contract Administrator may require Consultant to revise and resubmit the work at no cost to the Commission. 14. Appearance at Hearings. If and when required by the Commission, Consultant shall render assistance at public hearings or other meetings related to the Project or necessary to the performance of the Services. However, Consultant shall not DR A F T 131 9 be required to, and will not, render any decision, interpretation or recommendation regarding questions of a legal nature or which may be construed as constituting a legal opinion. 15. Opportunity to Cure; Inspection of Work. Commission may provide Consultant an opportunity to cure, at Consultant's expense, all errors and omissions which may be disclosed during Project implementation. Should Consultant fail to make such correction in a timely manner, such correction may be made by the Commission, and the cost thereof charged to Consultant. Consultant shall allow the Commission’s Contract Administrator and Caltrans to inspect or review Consultant's work in progress at any reasonable time. 16. Claims Filed by Contractor. 16.1 If claims are filed by the Commission’s contractor for the Project (“Contractor”) relating to work performed by Consultant’s personnel, and additional information or assistance from the Consultant’s personnel is required by the Commission in order to evaluate or defend against such claims; Consultant agrees to make reasonable efforts to make its personnel available for consultation with the Commission’s construction contract administration and legal staff and for testimony, if necessary, at depositions and at trial or arbitration proceedings. 16.2 Consultant’s personnel that the Commission considers essential to assist in defending against Contractor claims will be made available on reasonable notice from the Commission. Consultation or testimony will be reimbursed at the same rates, including travel costs that are being paid for the Consultant’s personnel services under this Agreement. 16.3 Services of the Consultant’s personnel and other support staff in connection with Contractor claims will be performed pursuant to a written contract amendment, if necessary, extending the termination date of this Agreement in order to finally resolve the claims. 16.4 Nothing contained in this Section shall be construed to in any way limit Consultant’s indemnification obligations contained in Section 29. In the case of any conflict between this Section and Section 29, Section 29 shall govern. This Section is not intended to obligate the Commission to reimburse Consultant for time spent by its personnel related to Contractor claims for which Consultant is required to indemnify and defend the Commission pursuant to Section 29 of this Agreement. 17. Final Acceptance. Upon determination by the Commission that Consultant has satisfactorily completed the Services required under this Agreement and within the term set forth herein the Commission shall give Consultant a written Notice of Final Acceptance. Upon receipt of such notice, Consultant shall incur no further costs hereunder, unless otherwise specified in the Notice of Final Acceptance. Consultant may request issuance of a Notice of Final Acceptance when, in its opinion, it has satisfactorily completed all Services required under the terms of this Agreement. In the event DR A F T 132 10 copyrights are permitted under this Agreement, then in connection with Federal funding, it is hereby acknowledged and agreed that the United States Department of Transportation shall have the royalty-free non-exclusive and irrevocable right to reproduce, publish, or otherwise use, and to authorize others to use, the work for governmental purposes. 18. Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. For example, and not by way of limitation, Consultant shall keep itself fully informed of and in compliance with all implementing regulations, design standards, specifications, previous commitments that must be incorporated in the design of the Project, and administrative controls including those of the United States Department of Transportation. Compliance with Federal procedures may include completion of the applicable environmental documents and approved by the United States Department of Transportation. For example, and not by way of limitation, a signed Categorical Exclusion, Finding of No Significant Impact, or published Record of Decision may be required to be approved and/or completed by the United States Department of Transportation. For Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the Commission, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold Commission, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 19. Fees and Payment. 19.1 The method of payment for this Agreement will be based on actual cost plus a fixed fee. Commission shall reimburse Consultant for actual costs (including labor costs, employee benefits, travel, equipment rental costs, overhead and other direct costs) incurred by Consultant in performance of the Services. Consultant shall not be reimbursed for actual costs that exceed the estimated wage rates, employee benefits, travel, equipment rental, overhead, and other estimated costs set forth in the approved Consultant cost proposal attached hereto as Exhibit “B” and incorporated herein by reference, or any cost proposal included as part of a Task Order (“Cost Proposal”) unless additional reimbursement is provided for by written amendment. In no event, shall Consultant be reimbursed for overhead costs at a rate that exceeds Commission’s approved overhead rate set forth in the Cost Proposal. To the extent legally permissible, Consultant’s approved overhead rate shall be fixed for the term of this Agreement. In the event that Commission determines that a change to the Services from that specified in the Cost Proposal, this Agreement or any Task Order is required, the Agreement time or actual costs reimbursable by Commission shall be adjusted by written amendment to accommodate the changed work. The maximum total cost as specified in Section 19.8 shall not be exceeded, unless authorized by a written amendment. DR A F T 133 11 19.2 In addition to the allowable incurred costs, Commission shall pay Consultant a fixed fee to be set forth in each Task Order (“Fixed Fee”). The Fixed Fee is nonadjustable for each Task Order, except in the event of a significant change in the Scope of Services, and such adjustment is made by written amendment. 19.3 Reimbursement for transportation and subsistence costs shall not exceed the rates specified in the approved Cost Proposal. In addition, payments to Consultant for travel and subsistence expenses claimed for reimbursement or applied as local match credit shall not exceed rates authorized to be paid exempt non- represented State employees under current State Department of Personnel Administration (DPA) rules, unless otherwise authorized by Commission. If the rates invoiced are in excess of those authorized DPA rates, and Commission has not otherwise approved said rates, then Consultant is responsible for the cost difference and any overpayments shall be reimbursed to the Commission on demand. 19.4 When milestone cost estimates are included in the approved Cost Proposal for a Task Order, Consultant shall obtain prior written approval for a revised milestone cost estimate from the Contract Administrator before exceeding such cost estimate. 19.5 Progress payments shall be made monthly in arrears based on Services provided and allowable incurred costs. A pro rata portion of the Fixed Fee shall be included in the monthly progress payments. If Consultant fails to submit the required deliverable items according to the schedule set forth in the Scope of Services, Commission shall have the right to delay payment or terminate this Agreement in accordance with the provisions of Section 21, Termination. 19.6 No payment shall be made prior to approval of any Services, nor for any Services performed prior to approval of this Agreement. 19.7 Consultant shall be reimbursed, as promptly as fiscal procedures will permit upon receipt by Commission’s Contract Administrator of itemized invoices in triplicate. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Consultant is billing. Invoices shall detail the work performed on each milestone and each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference this Agreement number and project title. Final invoice must contain the final cost and all credits due Commission including any equipment purchased under the Equipment Purchase provisions of this Agreement. The final invoice should be submitted within 60 calendar days after completion of Consultant’s work. Invoices shall be mailed to Commission’s Contract Administrator at the following address: Riverside County Transportation Commission Attention: Accounts Payable P.O. 12008 Riverside, CA 92502 DR A F T 134 12 19.8 The total amount payable by Commission, including the Fixed Fee, shall not exceed the amount set forth in each Task Order. 19.9 Commission has or will enter into four (4) task order contracts for performance of the Scope of Services identified in Exhibit “A”, including this Agreement (“Design & Environmental Services Task Order Contracts”). The other Design & Environmental Services Task Order Contracts are Moffatt and Nichol; STV Incorporated and RailPros, Inc. The total amount payable by Commission for the Design & Environmental Services Task Order Contracts shall not exceed a cumulative maximum total value of Ten Million Dollars ($10,000,000) (“NTE Sum”). It is understood and agreed that there is no guarantee, either expressed or implied that this dollar amount will be authorized under the Design & Environmental Services Task Order Contracts through Task Orders. Each time a Task Order is awarded under any of the Design & Environmental Services Task Order Contracts, Commission must send written notification to Consultant and each of the other consultants entering into the Design & Environmental Services Task Order Contracts. The notice must identify the total funds allocated under issued Task Orders, and the remaining unencumbered amount of the NTE Sum. Consultant acknowledges and agrees that Commission must not pay any amount under this Agreement that would exceed the NTE Sum, and Consultant must not enter into a Task Order that exceeds the NTE Sum. 19.10 Salary increases shall be reimbursable if the new salary is within the salary range identified in the approved Cost Proposal and is approved by Commission’s Contract Administrator. For personnel subject to prevailing wage rates as described in the California Labor Code, all salary increases, which are the direct result of changes in the prevailing wage rates are reimbursable. 19.11 Consultant shall not be reimbursed for any expenses unless authorized in writing by the Commission’s Contract Administrator. 19.12 All subcontracts in excess of $25,000 shall contain the above provisions. 20. Disputes. 20.1 Any dispute, other than audit, concerning a question of fact arising under this Agreement that is not disposed of by mutual agreement of the Parties shall be decided by a committee consisting of RCTC’s Contract Administrator and the Director of Capital Projects, who may consider written or verbal information submitted by Consultant. 20.2 Not later than 30 days after completion of all Services under this Agreement, Consultant may request review by the Commission’s Executive Director of unresolved claims or disputes, other than audit. The request for review will be submitted in writing. DR A F T 135 13 20.3 Neither the pendency of a dispute, nor its consideration by the committee will excuse Consultant from full and timely performance in accordance with the terms of this Agreement. 21. Termination. 21.1 Commission reserves the right to terminate this Agreement upon thirty (30) calendar days written notice to Consultant, for any or no reason, with the reasons for termination stated in the notice. Commission may terminate Services under a Task Order, at any time, for any or no reason, with the effective date of termination to be specified in the notice of termination of Task Order. 21.2 Commission may terminate this Agreement with Consultant should Consultant fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, Commission may proceed with the Services in any manner deemed proper by Commission. If Commission terminates this Agreement with Consultant, Commission shall pay Consultant the sum due to Consultant under this Agreement for Services completed and accepted prior to termination, unless the cost of completion to Commission exceeds the funds remaining in the Agreement. In such case, the overage shall be deducted from any sum due Consultant under this Agreement and the balance, if any, shall be paid to Consultant upon demand. 21.3 In addition to the above, payment upon termination shall include a prorated amount of profit, if applicable, but no amount shall be paid for anticipated profit on unperformed Services. Consultant shall provide documentation deemed adequate by Commission’s Contract Administrator to show the Services actually completed by Consultant prior to the effective date of termination. This Agreement shall terminate on the effective date of the Notice of Termination 21.4 Upon receipt of the written Notice of Termination, Consultant shall discontinue all affected Services as directed in the Notice or as otherwise provided herein, and deliver to the Commission all Documents and Data, as defined in this Agreement, as may have been prepared or accumulated by Consultant in performance of the Services, whether completed or in progress. 21.5 In addition to the above, Consultant shall be liable to the Commission for any reasonable additional costs incurred by the Commission to revise work for which the Commission has compensated Consultant under this Agreement, but which the Commission has determined in its sole discretion needs to be revised, in part or whole, to complete the Project because it did not meet the standard of care established in this Agreement. Termination of this Agreement for cause may be considered by the Commission in determining whether to enter into future agreements with Consultant. 21.6 The rights and remedies of the Parties provided in this Section are in addition to any other rights and remedies provided by law or under this Agreement. DR A F T 136 14 21.7 Consultant, in executing this Agreement, shall be deemed to have waived any and all claims for damages which may otherwise arise from the Commission's termination of this Agreement, for convenience or cause, as provided in this Section. 21.8 Consultant may not terminate this Agreement except for cause. 22. Cost Principles and Administrative Requirements. 22.1 Consultant agrees that the Contract Cost Principles and Procedures, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., shall be used to determine the cost allowability of individual items. 22.2 Consultant also agrees to comply with federal procedures in accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. 22.3 Any costs for which payment has been made to CONSULTANT that are determined by subsequent audit to be unallowable under 2 CFR, Part 200 and 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., are subject to repayment by Consultant to Commission. 22.4 All subcontracts in excess of $25,000 shall contain the above provisions. 23. Retention of Records/Audit. For the purpose of determining compliance with, as applicable, 2 CFR Part 200, Public Contract Code 10115, et seq. and Title 21, California Code of Regulations, Chapter 21, Section 2500 et seq., when applicable and other matters connected with the performance of this Agreement pursuant to Government Code 8546.7; Consultant, subconsultants, and Commission shall maintain and make available for inspection all books, documents, papers, accounting records, and other evidence pertaining to the performance of this Agreement, including but not limited to, the costs of administering this Agreement. All parties shall make such materials available at their respective offices at all reasonable times during the Agreement period and for three years from the date of final payment under this Agreement. The State, State Auditor, Commission, or any duly authorized representative of the State or Federal Government shall have access to any books, records, and documents of Consultant and it’s certified public accountants (CPA) work papers that are pertinent to this Agreement and, if applicable, indirect cost rates (ICR) for audit, examinations, excerpts, and transactions, and copies thereof shall be furnished if requested. Subcontracts in excess of $25,000 shall contain this provision. 23.1 Accounting System. Consultant and its subcontractors shall establish and maintain an accounting system and records that properly accumulate and segregate expenditures by line item for the Services. The accounting system of Consultant and its subcontractors shall conform to Generally Accepted Accounting Principles (GAAP), enable the determination of incurred costs at interim points of DR A F T 137 15 completion, and provide support for reimbursement payment vouchers or invoices. 24. Audit Review Procedures. 24.1 Any dispute concerning a question of fact arising under an interim or post audit of this Agreement that is not disposed of by agreement, shall be reviewed by Commission’s Chief Financial Officer. 24.2 Not later than 30 days after issuance of the final audit report, Consultant may request a review by Commission’s Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. 24.3 Neither the pendency of a dispute nor its consideration by Commission shall excuse Consultant from full and timely performance, in accordance with the terms of this Agreement. 25. Subcontracting. 25.1 Nothing contained in this Agreement or otherwise, shall create any contractual relation between Commission and any subconsultant(s), and no subcontract shall relieve Consultant of its responsibilities and obligations hereunder. Consultant agrees to be as fully responsible to Commission for the acts and omissions of its subconsultant(s) and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by Consultant. Consultant’s obligation to pay its subconsultant(s) is an independent obligation from Commission’s obligation to make payments to the Consultant. 25.2 Consultant shall perform the Services contemplated with resources available within its own organization and no portion of the Services pertinent to this Agreement shall be subcontracted without written authorization by Commission’s Contract Administrator, except that, which is expressly identified in the approved Cost Proposal. 25.3 Consultant shall pay its subconsultants within ten (10) calendar days from receipt of each payment made to Consultant by Commission. 25.4 Any subcontract in excess of $25,000 entered into as a result of this Agreement shall contain all the provisions stipulated in this Agreement to be applicable to subconsultants. 25.5 Any substitution of subconsultant(s) must be approved in writing by Commission’s Contract Administrator prior to the start of work by the subconsultant(s). 25.6 Exhibit “B” may set forth the rates at which each subconsultant shall bill the Consultant for Services and that are subject to reimbursement by the Commission to Consultant. Additional Direct Costs, as defined in Exhibit “B” shall be the same for both the Consultant and all subconsultants, unless otherwise identified in Exhibit “B” or DR A F T 138 16 in a Task Order. The subconsultant rate schedules and cost proposals contained herein are for accounting purposes only. 26. Equipment Purchase 26.1 Prior authorization, in writing, by Commission’s Contract Administrator shall be required before Consultant enters into any unbudgeted purchase order, or subcontract for supplies, equipment, or services. Consultant shall provide an evaluation of the necessity or desirability of incurring such costs. 26.2 For purchase of any item, service or consulting work not covered in the Cost Proposal and exceeding $5,000 prior authorization, in writing, by Commission’s Contract Administrator is required. Three competitive quotations must be submitted with the request for such purchase, or the absence of bidding must be adequately justified. 26.3 Any equipment purchased as a result of this Agreement is subject to the following: Consultant shall maintain an inventory of all nonexpendable property. Nonexpendable property is defined as having a useful life of at least two years and an acquisition cost of $5,000 or more. If the purchased equipment needs replacement and is sold or traded in, Commission shall receive a proper refund or credit at the conclusion of this Agreement, or if this Agreement is terminated, Consultant may either keep the equipment and credit Commission in an amount equal to its fair market value, or sell such equipment at the best price obtainable at a public or private sale, in accordance with established Commission procedures; and credit Commission in an amount equal to the sales price. If Consultant elects to keep the equipment, fair market value shall be determined at Consultant’s expense, on the basis of a competent independent appraisal of such equipment. Appraisals shall be obtained from an appraiser mutually agreeable to by Commission and Consultant. If Consultant determines to sell the equipment, the terms and conditions of such sale must be approved in advance by Commission. 2 CFR, Part 200 requires a credit to Federal funds when participating equipment with a fair market value greater than $5,000 is credited to the Project. 26.4 All subcontracts in excess $25,000 shall contain the above provisions. 27. Labor Code Requirements. 27.1 Prevailing Wages. (a) Consultant shall comply with the State of California’s General Prevailing Wage Rate requirements in accordance with California Labor Code, Section 1770, and all Federal, State, and local laws and ordinances applicable to the Services. (b) Any subcontract entered into as a result of this Agreement, if for more than $25,000 for public works construction or more than $15,000 for the alteration, demolition, repair, or maintenance of public works, shall contain all of the provisions of this Section. DR A F T 139 17 (c) When prevailing wages apply to the Services described in the Scope of Services, transportation and subsistence costs shall be reimbursed at the minimum rates set by the Department of Industrial Relations (DIR) as outlined in the applicable Prevailing Wage Determination. See http://www.dir.ca.gov. (d) Copies of the prevailing rate of per diem wages in effect at commencement of this Agreement are on file at the Commission’s offices. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant’s principal place of business and at the project site. Consultant shall defend, indemnify and hold the Commission, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 27.2 DIR Registration. Since the Services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements. 27.3 Eight-Hour Law. Pursuant to the provisions of the California Labor Code, eight hours of labor shall constitute a legal day’s work, and the time of service of any worker employed on the work shall be limited and restricted to eight hours during any one calendar day, and forty hours in any one calendar week, except when payment for overtime is made at not less than one and one-half the basic rate for all hours worked in excess of eight hours per day (“Eight-Hour Law”), unless Consultant or the Services are not subject to the Eight-Hour Law. Consultant shall forfeit to Commission as a penalty, $50.00 for each worker employed in the execution of this Agreement by him, or by any sub-consultant under him, for each calendar day during which such workman is required or permitted to work more than eight hours in any calendar day and forty hours in any one calendar week without such compensation for overtime violation of the provisions of the California Labor Code, unless Consultant or the Services are not subject to the Eight-Hour Law. 27.4 Employment of Apprentices. This Agreement shall not prevent the employment of properly indentured apprentices in accordance with the California Labor Code, and no employer or labor union shall refuse to accept otherwise qualified employees as indentured apprentices on the work performed hereunder solely on the ground of race, creed, national origin, ancestry, color or sex. Every qualified apprentice shall be paid the standard wage paid to apprentices under the regulations of the craft or trade in which he or she is employed and shall be employed only in the craft or trade to which he or she is registered. DR A F T 140 18 If California Labor Code Section 1777.5 applies to the Services, Consultant and any subcontractor hereunder who employs workers in any apprenticeable craft or trade shall apply to the joint apprenticeship council administering applicable standards for a certificate approving Consultant or any sub-consultant for the employment and training of apprentices. Upon issuance of this certificate, Consultant and any sub-consultant shall employ the number of apprentices provided for therein, as well as contribute to the fund to administer the apprenticeship program in each craft or trade in the area of the work hereunder. The parties expressly understand that the responsibility for compliance with provisions of this Section and with Sections 1777.5, 1777.6 and 1777.7 of the California Labor Code in regard to all apprenticeable occupations lies with Consultant. 28. Ownership of Materials/Confidentiality. 28.1 Documents & Data. This Agreement creates an exclusive and perpetual license for Commission to copy, use, modify, reuse, or sub-license any and all copyrights and designs embodied in plans, specifications, studies, drawings, estimates, materials, data and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”). Consultant shall require all subcontractors to agree in writing that Commission is granted an exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to grant the exclusive and perpetual license for all such Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the Commission. Commission shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at Commission’s sole risk. 28.2 Intellectual Property. In addition, Commission shall have and retain all right, title and interest (including copyright, patent, trade secret and other proprietary rights) in all plans, specifications, studies, drawings, estimates, materials, data, computer programs or software and source code, enhancements, documents, and any and all works of authorship fixed in any tangible medium or expression, including but not limited to, physical drawings or other data magnetically or otherwise recorded on computer media (“Intellectual Property”) prepared or developed by or on behalf of Consultant under this Agreement as well as any other such Intellectual Property prepared or developed by or on behalf of Consultant under this Agreement. DR A F T 141 19 The Commission shall have and retain all right, title and interest in Intellectual Property developed or modified under this Agreement whether or not paid for wholly or in part by Commission, whether or not developed in conjunction with Consultant, and whether or not developed by Consultant. Consultant will execute separate written assignments of any and all rights to the above referenced Intellectual Property upon request of Commission. Consultant shall also be responsible to obtain in writing separate written assignments from any subcontractors or agents of Consultant of any and all right to the above referenced Intellectual Property. Should Consultant, either during or following termination of this Agreement, desire to use any of the above-referenced Intellectual Property, it shall first obtain the written approval of the Commission. All materials and documents which were developed or prepared by the Consultant for general use prior to the execution of this Agreement and which are not the copyright of any other party or publicly available and any other computer applications, shall continue to be the property of the Consultant. However, unless otherwise identified and stated prior to execution of this Agreement, Consultant represents and warrants that it has the right to grant the exclusive and perpetual license for all such Intellectual Property as provided herein. Commission further is granted by Consultant a non-exclusive and perpetual license to copy, use, modify or sub-license any and all Intellectual Property otherwise owned by Consultant which is the basis or foundation for any derivative, collective, insurrectional, or supplemental work created under this Agreement. 28.3 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of Commission, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use Commission's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of Commission. 28.4 Infringement Indemnification. Consultant shall defend, indemnify and hold the Commission, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by Commission of the Documents & Data, including any method, process, product, or concept specified or depicted. DR A F T 142 20 29. Indemnification. To the fullest extent permitted by law, Consultant shall defend, indemnify and hold Commission, Caltrans and their directors, officials, officers, employees, consultants, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, inverse condemnation, and any claims related to property acquisition and relocation rules or failure to detect or abate hazardous materials, which are brought by a third party, and which , in any manner arise out of or are incident to alleged negligent acts, omissions, or willful misconduct of Consultant, its officials, officers, employees, agents, consultants, and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of consequential damages, expert witness fees, and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against Commission, Caltrans, and their directors, officials, officers, employees, consultants, agents, or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against Commission, Caltrans or their directors, officials, officers, employees, consultants, agents, or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse Commission, Caltrans and their directors, officials, officers, employees, consultants, agents, and/or volunteers, for any and all legal expenses and costs, including reasonable attorney’s fees, incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Commission, Caltrans or their directors, officials officers, employees, consultants, agents, or volunteers. If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault. Consultant’s obligations as set forth in this Section shall survive expiration or termination of this Agreement. 30. Insurance. 30.1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the Commission that it has secured all insurance required under this Section, in a form and with insurance companies acceptable to the Commission. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this Section. 30.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to DR A F T 143 21 persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (a) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001 or exact equivalent); (2) Automobile Liability: Insurance Services Office Business Auto Coverage (form CA 0001, code 1 (any auto) or exact equivalent); and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. (b) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit. Limits may be achieved by any combination of primary and excess or umbrella liability insurance; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage. Limits may be achieved by any combination of primary and excess or umbrella liability insurance; and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation limits as required by the Labor Code of the State of California. Employer’s Practices Liability limits of $1,000,000 per accident. 30.3 Professional Liability. Consultant shall procure and maintain, and require its sub-consultants to procure and maintain, for a period of five (5) years following completion of the Project, errors and omissions liability insurance appropriate to their profession. For Consultant, such insurance shall be in an amount not less than $1,000,000 per claim. This insurance shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include the types of work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend. Subconsultants of Consultant shall obtain such insurance in an amount not less than $2,000,000 per claim. Notwithstanding the foregoing, the Commission may consider written requests to lower or dispense with the errors and omissions liability insurance requirement contained in this Section for certain subconsultants of Consultant, on a case-by-case basis, depending on the nature and scope of the Services to be provided by the subconsultant. Approval of such request shall be in writing, signed by the Commission’s Contract Administrator. 30.4 Aircraft Liability Insurance. Prior to conducting any Services requiring use of aircraft, Consultant shall procure and maintain, or cause to be procured and maintained, aircraft liability insurance or equivalent form, with a single limit as shall be required by the Commission. Such insurance shall include coverage for owned, hired DR A F T 144 22 and non-owned aircraft and passengers, and shall name, or be endorsed to name, the Commission, Caltrans and their directors, officials, officers, employees and agents as additional insureds with respect to the Services or operations performed by or on behalf of the Consultant. 30.5 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the Commission to add the following provisions to the insurance policies: (a) General Liability. (i) Commercial General Liability Insurance must include coverage for (1) bodily Injury and property damage; (2) personal Injury/advertising Injury; (3) premises/operations liability; (4) products/completed operations liability; (5) aggregate limits that apply per Project; (6) explosion, collapse and underground (UCX) exclusion deleted; (7) contractual liability with respect to this Agreement; (8) broad form property damage; and (9) independent consultants coverage. (ii) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; or (3) contain any other exclusion contrary to this Agreement. (iii) The policy shall give the Commission, its directors, officials, officers, employees, and agents additional insured status using ISO endorsement forms 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (iv) The additional insured coverage under the policy shall be “primary and non-contributory” and will not seek contribution from the Commission’s or Caltrans’ insurance or self-insurance and shall be at least as broad as CG 20 01 04 13, or endorsements providing the exact same coverage. (b) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the Commission, Caltrans and their directors, officials, officers, employees and agents shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be primary insurance as respects the Commission, Caltrans and their directors, officials, officers, employees and agents, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant’s scheduled underlying coverage. Any insurance or self-insurance maintained by the Commission, Caltrans and their directors, officials, officers, employees and agents shall be excess of the Consultant’s insurance and shall not be called upon to contribute with it in any way. (c) Workers’ Compensation and Employers Liability Coverage. DR A F T 145 23 (i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (ii) The insurer shall agree to waive all rights of subrogation against the Commission, its directors, officials, officers, employees and agents for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. (d) All Coverages. (i) Defense costs shall be payable in addition to the limits set forth hereunder. (ii) Requirements of specific coverage or limits contained in this Section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits set forth herein shall be available to the Commission, Caltrans and their directors, officials, officers, employees and agents as additional insureds under said policies. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. (iii) The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the Commission (if agreed to in a written contract or agreement) before the Commission’s own insurance or self-insurance shall be called upon to protect it as a named insured. The umbrella/excess policy shall be provided on a “following form” basis with coverage at least as broad as provided on the underlying policy(ies). (iv) Consultant shall provide the Commission at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the Commission at least ten (10) days prior to the effective date of cancellation or expiration. (v) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage DR A F T 146 24 continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. (vi) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the Commission, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification. (vii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, Commission has the right but not the duty to obtain the insurance it deems necessary and any premium paid by Commission will be promptly reimbursed by Consultant or Commission will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, Commission may cancel this Agreement. The Commission may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (viii) None of the Commission’s directors, officials, officers, employees or agents shall be personally responsible for any liability arising under or by virtue of this Agreement. 30.6 Deductibles and Self-Insurance Retentions. Any deductibles or self- insured retentions must be declared to and approved by the Commission. If the Commission does not approve the deductibles or self-insured retentions as presented, Consultant shall guarantee that, at the option of the Commission, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the Commission, its directors, officials, officers, employees and agents; or, (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expense. 30.7 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating no less than A:VIII, licensed to do business in California, and satisfactory to the Commission. 30.8 Verification of Coverage. Consultant shall furnish Commission with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the Commission. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements must be received and approved by the Commission before work commences. The Commission reserves the right to require complete, certified copies of all required insurance policies, at any time. DR A F T 147 25 30.9 Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the Commission that they have secured all insurance required under this Section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the Commission as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, the Commission may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants. 30.10 Other Insurance. At its option, the Commission may require such additional coverage(s), limits and/or the reduction of deductibles or retentions it considers reasonable and prudent based upon risk factors that may directly or indirectly impact the Project, provided that any change in the foregoing insurance requirement will require approval from Consultant. The Commission may terminate the Agreement for convenience if Consultant does not approve such change In retaining this option Commission does not warrant Consultant’s insurance program to be adequate. Consultant shall have the right to purchase insurance in addition to the insurance required in this Section. 31. Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. Pursuant to the authority contained in Section 591 of the Vehicle Code, the Commission has determined that the Project will contain areas that are open to public traffic. Consultant shall comply with all of the requirements set forth in Divisions 11, 12, 13, 14, and 15 of the Vehicle Code. Consultant shall take all reasonably necessary precautions for safe operation of its vehicles and the protection of the traveling public from injury and damage from such vehicles. 32. Additional Work. Any work or activities that are in addition to, or otherwise outside of, the Services to be performed pursuant to this Agreement shall only be performed pursuant to a separate agreement between the parties. Notwithstanding the foregoing, the Commission’s Executive Director may make a change to the Agreement, other than a Cardinal Change. For purposes of this Agreement, a Cardinal Change is a change which is “outside the scope” of the Agreement; in other words, work which should not be regarded as having been fairly and reasonably within the contemplation of the DR A F T 148 26 parties when the Agreement was entered into. An example of a change which is not a Cardinal Change would be where, in a contract to construct a building there are many changes in the materials used, but the size and layout of the building remains the same. Cardinal Changes are not within the authority of this provision to order, and shall be processed by the Commission as “sole source” procurements according to applicable law, including the requirements of FTA Circular 4220.1D, paragraph 9(f). (a) In addition to the changes authorized above, a modification which is signed by Consultant and the Commission’s Executive Director, other than a Cardinal Change, may be made in order to: (1) make a negotiated equitable adjustment to the Agreement price, delivery schedule and other terms resulting from the issuance of a Change Order, (2) reflect definitive letter contracts, and (3) reflect other agreements of the parties modifying the terms of this Agreement (“Bilateral Contract Modification”). (b) Consultant shall not perform, nor be compensated for any change, without written authorization from the Commission’s Executive Director as set forth herein. In the event such a change authorization is not issued and signed by the Commission’s Executive Director, Consultant shall not provide such change. 33. Prohibited Interests. 33.1 Solicitation. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the Commission shall have the right to rescind this Agreement without liability. 33.2 Consultant Conflict of Interest. (a) Consultant shall disclose any financial, business, or other relationship with Commission that may have an impact upon the outcome of this Agreement, or any ensuing Commission construction project. Consultant shall also list current clients who may have a financial interest in the outcome of this Agreement, or any ensuing Commission construction project, which will follow. (b) Consultant hereby certifies that it does not now have, nor shall it acquire any financial or business interest that would conflict with the performance of services under this Agreement. (c) Any subcontract in excess of $25,000 entered into as a result of this Agreement, shall contain all of the provisions of this Article. DR A F T 149 27 (d) Consultant further certifies that neither Consultant, nor any firm affiliated with Consultant, will bid on any construction subcontracts included within the construction contract. Additionally, Consultant certifies that no person working under this Agreement is also employed by the construction contractor for any project included within this Agreement. 33.3 Commission Conflict of Interest. For the term of this Agreement, no member, officer or employee of the Commission, during the term of his or her service with the Commission, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 33.4 Conflict of Employment. Employment by the Consultant of personnel currently on the payroll of the Commission shall not be permitted in the performance of this Agreement, even though such employment may occur outside of the employee's regular working hours or on weekends, holidays or vacation time. Further, the employment by the Consultant of personnel who have been on the Commission payroll within one year prior to the date of execution of this Agreement, where this employment is caused by and or dependent upon the Consultant securing this or related Agreements with the Commission, is prohibited. 33.5 Covenant Against Contingent Fees. As required in connection with federal funding, the Consultant warrants that he/she has not employed or retained any company or person, other than a bona fide employee working for the Consultant, to solicit or secure this Agreement, and that he/she has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or formation of this Agreement. For breach or violation of this warranty, the Commission shall have the right to terminate this Agreement without liability pursuant to the terms herein, or at its discretion to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 33.6 Rebates, Kickbacks or Other Unlawful Consideration. Consultant warrants that this Agreement was not obtained or secured through rebates kickbacks or other unlawful consideration, either promised or paid to any Commission employee. For breach or violation of this warranty, Commission shall have the right in its discretion; to terminate this Agreement without liability; to pay only for the value of the work actually performed; or to deduct from the Agreement price; or otherwise recover the full amount of such rebate, kickback or other unlawful consideration. 33.7 Covenant Against Expenditure of Commission, State or Federal Funds for Lobbying. The Consultant certifies that to the best of his/ her knowledge and belief no state, federal or local agency appropriated funds have been paid, or will be paid by or on behalf of the Consultant to any person for the purpose of influencing or attempting to influence an officer or employee of any state or federal agency; a Member of the State Legislature or United States Congress; an officer or employee of the Legislature or Congress; or any employee of a Member of the Legislature or Congress, DR A F T 150 28 in connection with the award of any state or federal contract, grant, loan, or cooperative agreement, or the extension, continuation, renewal, amendment, or modification of any state or federal contract, grant, loan, or cooperative agreement. (a) If any funds other than federal appropriated funds have been paid, or will be paid to any person for the purpose of influencing or attempting to influence an officer or employee of any federal agency; a Member of Congress; an officer or employee of Congress, or an employee of a Member of Congress; in connection with this Agreement, the Consultant shall complete and submit the attached Exhibit "F", Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with the attached instructions. (b) The Consultant's certification provided in this Section is a material representation of fact upon which reliance was placed when this Agreement was entered into, and is a prerequisite for entering into this Agreement pursuant to Section 1352, Title 31, US. Code. Failure to comply with the restrictions on expenditures, or the disclosure and certification requirements set forth in Section 1352, Title 31, US. Code may result in a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. (c) The Consultant also agrees by signing this Agreement that he/she shall require that the language set forth in this Section 3.23.5 be included in all Consultant subcontracts which exceed $100,000, and that all such subcontractors shall certify and disclose accordingly. 33.8 Employment Adverse to the Commission. Consultant shall notify the Commission, and shall obtain the Commission’s written consent, prior to accepting work to assist with or participate in a third-party lawsuit or other legal or administrative proceeding against the Commission during the term of this Agreement. 34. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 35. Right to Employ Other Consultants. Commission reserves the right to employ other consultants in connection with the Project. 36. Governing Law. This Agreement shall be governed by and construed with the laws of the State of California. Venue shall be in Riverside County. 37. Disputes; Attorneys' Fees. DR A F T 151 29 37.1 Prior to commencing any action hereunder, the Parties shall attempt in good faith to resolve any dispute arising between them. The pendency of a dispute shall not excuse Consultant from full and timely performance of the Services. 37.2. If the Parties are unable to resolve a dispute after attempting in good faith to do so, the Parties may seek any other available remedy to resolve the dispute. If either Party commences an action against the other Party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing Party in such litigation shall be entitled to have and recover from the losing Party reasonable attorneys' fees and, all other costs of such actions. 38. Time of Essence. Time is of the essence for each and every provision of this Agreement. 39. Headings. Article and Section Headings, paragraph captions or marginal headings contained in this Agreement are for convenience only and shall have no effect in the construction or interpretation of any provision herein. 40. Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: CONSULTANT: COMMISSION: HDR Engineering, Inc. Riverside County Transportation Commission 2280 Market Street, Suite 100 4080 Lemon Street, 3rd Floor Riverside, CA 92501 Riverside, CA 92501 Attn: Gerard Reminiskey Attn: Executive Director Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. mail, first class postage prepaid, and addressed to the Party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 41. Conflicting Provisions. In the event that provisions of any attached exhibits conflict in any way with the provisions set forth in this Agreement, the language, terms and conditions contained in this Agreement shall control the actions and obligations of the Parties and the interpretation of the Parties' understanding concerning the performance of the Services. 42. Amendment or Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 43. Entire Agreement. This Agreement contains the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior negotiations, agreements or understandings. DR A F T 152 30 44. Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 45. Provisions Applicable When State Funds or Federal Funds Are Involved. When funding for the Services under a Task Order is provided, in whole or in part, from Caltrans, Consultant shall also fully and adequately comply with the provisions included in Exhibit “C” (California Department of Transportation requirements) attached hereto and incorporated herein by reference. When funding for the Services under a Task Order is provided, in whole or in part, from the FTA, Consultant shall also fully and adequately comply with the provisions included in Exhibit “D” (FTA Requirements) attached hereto and incorporated herein by reference. 46. Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification and confidentiality obligations, shall survive any such expiration or termination. 47. No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 48. Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 49. Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 50. Subpoenas or Court Orders. Should Consultant receive a subpoena or court order related to this Agreement, the Services or the Project, Consultant shall immediately provide written notice of the subpoena or court order to the Commission. Consultant shall not respond to any such subpoena or court order until notice to the Commission is provided as required herein, and shall cooperate with the Commission in responding to the subpoena or court order. 51. Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein, without the prior written consent of the Commission. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 52. Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties, and shall not be assigned by Consultant without the prior written consent of Commission. DR A F T 153 31 53. Incorporation of Recitals. The recitals set forth above are true and correct and are incorporated into this Agreement as though fully set forth herein. 54. No Waiver. Failure of Commission to insist on any one occasion upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any rights or powers hereunder at any one time or more times be deemed a waiver or relinquishment of such other right or power at any other time or times. [Signatures on following page] DR A F T 154 32 SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT WITH FTA AND PROPOSITION 1B FUNDING/ASSISTANCE IN WITNESS WHEREOF, this Agreement was executed on the date first written above. RIVERSIDE COUNTY TRANSPORTATION COMMISSION By: [INSERT NAME] Chair Approved as to Form: By: Best, Best & Krieger LLP General Counsel CONSULTANT HDR ENGINEERING, INC. By: Signature Name Title ATTEST: By: Its: __________________________ * A corporation requires the signatures of two corporate officers. One signature shall be that of the chairman of board, the president or any vice president and the second signature (on the attest line) shall be that of the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation. If the above persons are not the intended signators, evidence of signature authority shall be provided to RCTC. DR A F T 155 Exhibit A EXHIBIT "A" SCOPE OF WORK The Commission intends to contract with an on-call “bench” of qualified consultants to provide Design Engineering and Environmental services for Commuter Rail Station Capital Improvement Projects on an on-call basis pursuant to task orders to be issued in accordance with the terms of this RFQ and the Commission’s model agreement. The selected consultants will supplement the work of the Commission Staff in accordance with the specifications described herein. Projects for which design engineering and environmental services may be required include transit and commuter rail station facility amenities and improvements, station platform improvements, passenger shelters, pedestrian connections, pedestrian bridge structures, pedestrian at-grade railroad crossings, parking structures, parking lot improvements/rehabilitation/expansions, fencing for access control, bicycle paths and bicycle storage solutions and landscaping. Services may be required for station related track addition/rehabilitation/replacement, railroad signal systems, railroad grade crossings, Quiet Zones, layover facilities, station security and safety elements. The foregoing generally described projects may include upgrade to technology with improved ticket vending machines, customer information kiosks, communicator upgrades, signage and potentially wireless connectivity. As design engineering and environmental services needs arise, the Commission will develop a brief scope of work and will issue a request for task order proposals to the bench of contracted firms selected pursuant to this RFQ. Award of task orders will be made to the firm: (i) determined most qualified based on a review of the task order proposals in accordance with the review criteria to be set forth in the request for task order, and (ii) proposing a reasonable price, as determined by the Commission. If the Commission and the first ranked firm are unable to negotiate a reasonable price for the task order work, negotiations shall commence with the next highest ranked firm, and shall continue until a task order is awarded. For non-State or non-federally funded task orders, the Commission may include price as a consideration in task order proposal evaluation and award, and/or may issue task orders in accordance with procedures determined to be in the Commission’s best interest. Approval and authorization to proceed for the designated scope of work will be documented in an Agreement Task Order (ATO). The consultant will be required to commence work within five days or sooner after receiving a fully executed ATO. Payment for each ATO will be in accordance with the Cost Proposal conditions in the selected consultant’s parent agreement. These services will be funded using a variety of federal, state, and local funds. The consultant shall meet all the requirements associated with the specific fund type associate with each ATO and the funding will be identified at the time the scope of work is released. DR A F T 156 Exhibit A Work Activities: All work will be performed to meet the latest Local, State and Federal standards as they are applicable to the element of work being performed. The activities listed in this scope of work are intended to be delivered to support the 30%, 60%, 95% and 100% reviews that are typically used to review Plans Specifications & Estimate (PS&E) packages led by Local Agencies. Prevailing wage shall be paid for all work activities subject to California Labor Code Sections 1720 et seq. and 1770 et. Seq., as well as California Code of Regulations, Title 8, Section 16000 et seq. (“Prevailing Wage Laws”). Consultant’s SOQ should discuss how will address the following primary activities: PART 1- Environmental – environmental documentation to comply with the California Environmental Quality Act (CEQA), National Environmental Policy Act (NEPA) and all applicable state and federal requirements, supporting technical reports and studies, surveys, mitigation, conceptual analysis, design permits and construction support. Final Environmental Document and Preliminary Engineering Services 1. Project Management 2. Risk Management 3. Prepare, or subcontract for the preparation of all required Technical Studies, Reports, data collection and documentation to support the CEQA/NEPA reports, including but not necessarily limited to: Air Quality, Biology, Cultural Resources, including Section 106 compliance, Native American consultation (including AB 52 compliance when RCTC is the CEQA Lead Agency), Archaeology, Hazardous Waste, Noise and Vibration, Paleontology, Section 4(f) Evaluations, Water Quality and Geotechnical materials 4. Survey and Mapping activities for the project area to support preliminary engineering activities and environmental studies and preliminary plans 5. Processing all forms, maps and documents required for required permits. 6. Prepare, or subcontract for the preparation of all required technical studies and reports to support preparation of final PS&E, including but not necessarily limited to: stormwater management plan, water quality, geotechnical, structural section recommendation, structure design 7. Other miscellaneous studies that the Offeror recommends performing in order to expedite project delivery 8. Coordination Meetings with the Commission, State, Federal, County of Riverside and local agencies 9. Coordination, reviews and approvals with Federal Transit Administration (FTA), Federal Railroad Administration (FRA), California Public Utilities Commission (CPUC) affected local agencies/jurisdictions, Burlington Northern Santa Fe (BNSF) DR A F T 157 Exhibit A Railroad, Union Pacific Railroad (UPRR), Southern California Regional Rail Authority (SCRRA), U.S. Army Corps of Engineers (USACE), U.S. Fish and Wildlife Service (USFWS), California Department of Fish and Wildlife (CDFW), Western Riverside Regional Conservation Authority (RCA), Santa Ana Regional Water Quality Control Board (RWQCB), and others as required 10. Public Outreach and Marketing- Public meetings, publications, media placements. Graphics – PowerPoint, exhibits, simulations and ad development Part 2-Plans Specification and & Estimate Services Prepare, or subcontract for the preparation of all required technical studies and reports to support preparation of final plans, specifications, & estimates, including but not necessarily limited to: 11. Hydraulic Engineering 12. Structural Engineering 13. Geotechnical Engineering 14. Utility Identification, Potholing and Coordination 15. Surveying – Topography, boundary, record maps, right of way for Preliminary Engineering and final PS&E 16. Right of way – right of way engineering, legals and plats 17. Storm Water Pollution Prevention Plan (SWPPP) Preparation and Notice of Intent preparation and submittal 18. Environmental Coordination, as required 19. Railroad coordination and development and finalization of a design, construction, Memorandum of Understanding and/or Construction and Maintenance agreement, if required. 20. Coordination, reviews and approvals with USACE, USFWS, CDFW, RCA, RWQCB, FTA, FRA, CPUC affected local agencies/jurisdictions, BNSF, UPRR, SCRRA, and others, as required. 21. Provide and setup document control system 22. Prepare and process all forms, maps and documents needed for required permits 23. Preparation of hard copy and electronic/CAD drawings (reproducible drawings) 24. Provide copies of reports, drawings and specifications to the Commission at each stage of submittal 25. Provide Value Engineering, Risk Management Plan and Constructability review prior to final design. 26. Development of Plans, Specifications, and Cost Estimate. DR A F T 158 Exhibit A 27. Provide bid support services including: review bid questions and draft responses’ draft addenda to bid documents 28. Provide Construction Support Services (for example but not limited to: Review, respond to Request for Information, Request for Quote; Submittal and Shop Drawing Review and Approval, Coordination with Commission for any Shop Drawing Approvals, provided revised drawings and/or specifications resulting from Contract Change Orders, Claims review and response) 29. Participate in final walk through and provide comments/recommendations to final punch list. 30. Update electronic/CAD plans to include As-Built revisions and digitally sign A. General Requirements The consultant is expected to prepare all reports, studies and plans to meet Local, State and Federal requirements. Commission staff will provide overall project coordination, and will handle administrative matters. Commission staff will provide oversight, guidance and interpretation on matters relating to policies and regulations. B. Meetings/Public Involvement The consultant will be required to meet with the Commission staff, Bechtel and other agencies that may include State, Federal, Riverside County, SCRRA, BNSF, UPRR, cities of Corona, Jurupa Valley, Perris, March Joint Powers Authority (MJPA) and Riverside, USACE, USFWS, CDFW, WQCB, RCA FTA, other public agencies, and private entities located within the Project boundaries on a regular basis. Project Development Team (PDT) meetings will be held monthly with the project stakeholders. C. Final Products/deliverables Specific final products/deliverables related to the project are listed below: • Final Environmental Document and Notice of Completion and/or Record of Decision, as appropriate • Final Environmental permits • Approved Technical Reports • Survey Data • Agenda, public notices and presentation material to support public hearings and responses to comments received during the environmental document public availability period • Value Engineering Studies, Risk Management Plan and Constructability Analysis DR A F T 159 Exhibit A • Final Plans, Specification, and Cost Estimates (electronic versions plus 1 Full Size (D-Size) and 1 half size copy of final drawings, also provide electronic versions plus hard copies of all reports, Specifications and Estimate). • Final Water Quality Management Plan • Final Storm Water Pollution Prevention Plan (SWPPP) and Notice of Intent (NOI) • Materials Report, Log of Test Borings, and Materials Information Write-Up for Bidders • Project Cross Sections, for Earthwork, for Bidders • Final Bridge Structural Report • Final Drainage and Hydraulic Reports • Final Right of Way Drawings, Legals and Plats • Final Utility Drawings and Notice to Relocate • Final electronic/CAD As-Builts for the Project Other products to match your work activities as described in Section B above. DR A F T 160 Exhibit B-1 EXHIBIT “B” – COMPENSATION AND PAYMENT DR A F T 161 FIRM PROJECT TASKS/ROLE COST HDR Engineering, Inc.On-Call Design Engineering 6,600,000.00$ AMMA Transit Planning Transit Planning 100,000.00 Arellano Associates Outreach 100,000.00 Calvada Surveying, Inc.Surveying/Mapping 250,000.00 ICF Jones & Stokes, Inc.Air Quality, GHG, Noise and Vibration 500,000.00 PAC Engineering Video Security Systems 200,000.00 PaleoWest, LLC Paleontological and Historic Resource Management 200,000.00 Project Design Consultants Surveying/Mapping 250,000.00 Pacific Railway Enterprises, Inc.Signal and Communications Design 500,000.00 Psomas Station Planning 200,000.00 STC Traffic Traffic Engineering 500,000.00 Suenram & Associates, Inc.Utility Identification and Relocation Design 200,000.00 TR Design Group Architect 100,000.00 Zephyr UAS Railroad Engineering, Surveying/Mapping 300,000.00 10,000,000.00$ TOTAL COSTS 1 Commission authorization pertains to total contract award amount. Compensation adjustments between consultants may occur; however, the maximum total compensation authorized may not be exceeded. Prime Consultant: Sub Consultants: EXHIBIT "B" COMPENSATION SUMMARY1 DR A F T 162 Exhibit C-1 EXHIBIT "C" CALTRANS REQUIREMENTS/ PROP 1 B PROVISIONS 1. STATEMENT OF COMPLIANCE. A. Consultant’s signature affixed herein shall constitute a certification under penalty of perjury under the laws of the State of California that Consultant has, unless exempt, complied with, the nondiscrimination program requirements of Government Code Section 12990 and Title 2, California Administrative Code, Section 8103. B. During the performance of this Agreement, Consultant and its subconsultants shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, physical disability (including HIV and AIDS), mental disability, medical condition (e.g., cancer), age (over 40), marital status, and denial of family care leave. Consultant and subconsultants shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Consultant and subconsultants shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12990 (a-f) et seq.) and the applicable regulations promulgated there under (California Code of Regulations, Title 2, Section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Contract by reference and made a part hereof as if set forth in full. Consultant and its subconsultants shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement. 2. DEBARMENT AND SUSPENSION CERTIFICATION A. Consultant’s signature affixed herein, shall constitute a certification under penalty of perjury under the laws of the State of California, that Consultant has complied with Title 2 CFR, Part 180, “OMB Guidelines to Agencies on Government wide Debarment and Suspension (nonprocurement)”, which certifies that he/she or any person associated therewith in the capacity of owner, partner, director, officer, or manager, is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency; has not been suspended, debarred, voluntarily excluded, or determined ineligible by any federal agency within the past three (3) years; does not have a proposed debarment pending; and has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three (3) years. Any exceptions to this certification must be disclosed to Commission. B. Exceptions will not necessarily result in denial of recommendation for award, but will be considered in determining Consultant responsibility. Disclosures must indicate to whom exceptions apply, initiating agency, and dates of action. DR A F T 163 Exhibit C-2 C. Exceptions to the Federal Government Excluded Parties List System maintained by the General Services Administration are to be determined by the Federal highway Administration. 3. PROMPT PAYMENT Consultant agrees to pay each subcontractor under this Agreement for satisfactory performance of its contract no later than 10 days from the receipt of each payment the Consultant receives from the Commission. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of the Commission. 4. RELEASE OF RETAINAGE No retainage will be withheld by the Agency from progress payments due the prime consultant. Retainage by the prime consultant or subconsultants is prohibited, and no retainage will be held by the prime consultant from progress due subconsultants. Any violation of this provision shall subject the violating prime consultant or subconsultants to the penalties, sanctions, and other remedies specified in Section 7108.5 of the California Business and Professions Code. This requirement shall not be construed to limit or impair any contractual, administrative, or judicial remedies, otherwise available to the prime consultant or subconsultant in the event of a dispute involving late payment or nonpayment by the prime consultant or deficient subconsultant performance, or noncompliance by a subconsultant. This provision applies to Consultant and its subconsultants. 5. LEGAL REMEDIES In addition to those contract remedies set forth under relevant provisions of California law, either Party to this Agreement may, where applicable, seek legal redress for violations of this Agreement pursuant to the relevant provisions of 49 C.F.R. Parts 23 and 26, to the relevant federal or state statutory provisions governing civil rights violations, and to the relevant federal and state provisions governing false claims or “whistleblower” actions, as well as any and all other applicable federal and state provisions of law. The Consultant shall include a provision to this effect in each of its agreements with its subcontractors. 6. NATIONAL LABOR RELATIONS BOARD CERTIFICATION In accordance with Public Contract Code Section 10296, and by signing this Agreement, Consultant certifies under penalty of perjury that no more than one final unappealable finding of contempt of court by a federal court has been issued against Consultant within the immediately preceding two-year period, because of Consultant’s failure to comply with DR A F T 164 Exhibit C-3 an order of a federal court that orders Consultant to comply with an order of the National Labor Relations Board. 7. INVENTIONS. Rights to Inventions and Data Made Under a Contract or Agreement — Consultant shall comply with Federal requirements and regulations pertaining to patent rights with respect to any discovery or invention which arises or is developed in the course of or under the Contract, and shall be in compliance with 10 CFR 600.325 and Appendix A—Patent and Data Rights to Subpart D, Part 600. 8. ENVIRONMENTAL COMPLIANCE A. Compliance with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h)), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15). (Contracts, subcontracts, and subgrants of amounts in excess of $100,000). B. Mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871). C. Energy Policy and Conservation Act (Pub. L. 94—163, 89 Stat. 871.) — Consultant shall comply with mandatory standards and policies relating to energy efficiency which are contained in the State energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94–163, 89 Stat. 871), which are incorporated by reference in this Contract. (10 CFR 600.236(i)(13).) DR A F T 165 Exhibit D-1 EXHIBIT “D” FTA PROVISIONS DR A F T 166 FTA Requirements- Page 1 FTA FUNDING REQUIREMENTS (Non-construction/maintenance work) As used herein, “RCTC” shall have the same meaning as the “Commission.” The term “contract” or “Contract” shall have the same meaning as the “Agreement.” 1. No Obligation by the Federal Government a. RCTC and Consultant acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Purchaser, Consultant, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. b. The Consultant agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subconsultant who will be subject to its provisions. 2. Program Fraud and False or Fraudulent Statements or Related Acts a. The Consultant acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Consultant certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Consultant further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Consultant to the extent the Federal Government deems appropriate. b. The Consultant also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Consultant, to the extent the Federal Government deems appropriate. c. The Consultant agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subconsultant who will be subject to the provisions. 3. Access to Records The Consultant agrees to the following access to records requirements: DR A F T 167 FTA Requirements- Page 2 a. To provide RCTC, the FTA Administrator, the Comptroller General of the United States or any of their authorized representatives access to any books, documents, papers and records of the Consultant which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. Consultant also agrees, pursuant to 49 C. F. R. 633.17 to provide the FTA Administrator or his authorized representatives including any PMO Consultant access to Consultant's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311. b. To make available in the case of a contract for a capital project or improvement, as defined above and awarded by other than competitive bidding in accordance with 49 U.S.C. 5325(a), records related to the contract to RCTC, the Secretary of Transportation and the Comptroller General or any authorized officer or employee of any of them for the purposes of conducting an audit and inspection. c. To maintain all books, records, accounts and reports required under this contract for a period of not less than three years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Consultant agrees to maintain same until RCTC, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(i)(11). d. To permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. 4. Federal Changes The Consultant shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement between RCTC and FTA, as they may be amended or promulgated from time to time during the term of this contract. Consultant's failure to so comply shall constitute a material breach of this contract. 5. Civil Rights The following requirements apply to the underlying contract: (1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332 and 49 CFR part 21, the Consultant agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Consultant agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. DR A F T 168 FTA Requirements- Page 3 (2) Equal Employment Opportunity - The following equal employment opportunity requirements apply to the underlying contract: (a) Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, the Consultant agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et seq ., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Consultant agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Consultant agrees to comply with any implementing requirements FTA may issue. (b) Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § § 623, Federal transit law at 49 U.S.C. § 5332, the Equal Employment Opportunity Commission (U.S. EEOC) regulations, “Age Discrimination in Employment Act,” 29 C.F.R. part 1625, the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6101 et seq., U.S. Health and Human Services regulations, “Nondiscrimination on the Basis of Age in Programs or Activities Receiving Federal Financial Assistance,” 45 C.F.R. part 90, the Consultant agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Consultant agrees to comply with any implementing requirements FTA may issue. (c) Disabilities - In accordance with section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794, the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12101 et seq., the Architectural Barriers Act of 1968, as amended, 42 U.S.C. § 4151 et seq., and Federal transit law at 49 U.S.C. § 5332, the Consultant agrees that it will not discriminate against individuals on the basis of disability, and that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Consultant agrees to comply with any implementing requirements FTA may issue. (3) The Consultant also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. DR A F T 169 FTA Requirements- Page 4 6. FTA Disadvantaged Business Enterprise (DBE) Requirements A. General DBE Requirements: In accordance with Federal financial assistance agreements with the U.S. Department of Transportation (U.S. DOT), Commission has adopted a Disadvantaged Business Enterprise (DBE) Policy and Program, in conformance with Title 49 CFR Part 26, “Participation by Disadvantaged Business Enterprises in Department of Transportation Programs” (the “Regulations”). This RFP is subject to these stipulated regulations. In order to ensure that Commission achieves its overall DBE Program goals and objectives, Commission encourages the participation of DBEs as defined in 49 CFR 26 in the performance of contracts financed in whole or in part with U.S. DOT funds. It is the policy of the Commission to: 1. Ensure nondiscrimination in the award and administration of DOT-assisted contracts; 2. Create a level playing field on which DBE’s can compete fairly for DOT-assisted contracts; 3. Ensure that the DBE program is narrowly tailored in accordance with applicable law; 4. Ensure that only firms that fully meet 49 C.F.R. part 26 eligibility standards are permitted to participate as DBE’s; 5. Help remove barriers to the participation of DBEs in DOT assisted contracts; 6. To promote the use of DBEs in all types of federally assisted contracts and procurement activities; and 7. Assist in the development of firms that can compete successfully in the marketplace outside the DBE program. B. Discrimination: Consultant shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of subcontracts. Any terms used herein that are defined in 49 CFR Part 26, or elsewhere in the Regulations, shall have the meaning set forth in the Regulations. C. Commission’s Race-Neutral DBE Program: A Race-Neutral DBE Program is one that, while benefiting DBEs, is not solely focused on DBE firms. Therefore, under a Race-Neutral DBE Program, Commission does not establish numeric race-conscious DBE participation goals on its DOT-assisted contracts. There is no FTA DBE goal on this Project. Consultant shall not be required to achieve a specific level of DBE participation as a condition of contract compliance in the performance of this DOT-assisted contract. However, Consultant shall adhere to race-neutral DBE participation commitment(s) made at the time of award. D. Race-Neutral DBE Submissions and Ongoing Reporting Requirements (Post-Award): At termination of the Contract, the successful Consultant shall complete and submit to DR A F T 170 FTA Requirements- Page 5 Commission a “DBE Race-Neutral Participation Listing” in the form provided by Commission. In the event DBE(s) are utilized in the performance of the Agreement, Consultant shall comply with applicable reporting requirements. E. Performance of DBE Subconsultants: DBE subconsultants listed by Consultant in its “DBE Race-Neutral Participation Listing” submitted at the time of proposal shall perform the work and supply the materials for which they are listed, unless Consultant has received prior written authorization from Commission to perform the work with other forces or to obtain the materials from other sources. Consultant shall provide written notification to Commission in a timely manner of any changes to its anticipated DBE participation. This notice should be provided prior to the commencement of that portion of the work. F. DBE Certification Status: If a listed DBE subconsultant is decertified during the life of this Agreement, the decertified subconsultant shall notify Consultant in writing with the date of decertification. If a non-DBE subconsultant becomes a certified DBE during the life of this Agreement, the DBE subconsultant shall notify Consultant in writing with the date of certification. Consultant shall furnish the written documentation to Commission in a timely manner. Consultant shall include this requirement in all subcontracts. G. Consultant’s Assurance Clause Regarding Non-Discrimination: In compliance with State and Federal anti-discrimination laws, Consultant shall affirm that it will not exclude or discriminate on the basis of race, color, national origin, or sex in consideration of contract award opportunities. Further, Consultant shall affirm that they will consider, and utilize subconsultants and vendors, in a manner consistent with non-discrimination objectives. H. Violations: Failure by the selected Consultant(s) to carry out these requirements shall be a material breach of the contract to be awarded pursuant to this RFP, which may result in the termination of the contract or such other remedy as the recipient deems appropriate, which may include, but is not limited to: (1) Withholding monthly progress payments; (2) Assessing sanctions; (3) Liquidated damages; and/or (4) Disqualifying the Consultant from future bidding as non-responsible. 49 C.F.R. § 26.13(b). I. Prompt Payment: Consultant shall pay its subconsultants for satisfactory performance of their contracts no later than 30 days from receipt of each payment Commission makes to the Consultant. 49 C.F.R. § 26.29(a), unless a shorter period is provided in the contract. J. Compliance with DBE Requirements Contained in FTA Provisions: Consultant shall comply with all DBE reporting and other requirements contained in this Agreement. DR A F T 171 FTA Requirements- Page 6 7. Incorporation of Federal Transit Administration (FTA) Terms The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1F are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Consultant shall not perform any act, fail to perform any act, or refuse to comply with any RCTC requests which would cause RCTC to be in violation of the FTA terms and conditions. 8. Debarment and Suspension. The Consultant agrees to the following: (1) It will comply with the following requirements of 2 CFR Part 180, subpart C, as adopted and supplemented by U.S. DOT regulations at 2 CFR Part 1200. (2) It will not enter into any “covered transaction” (as that phrase is defined at 2 CFR §§ 180.220 and 1200.220) with any subconsultant whose principal is, suspended, debarred, or otherwise excluded from participating in covered transactions, except as authorized by— (i) U.S. DOT regulations, “Nonprocurement Suspension and Debarment,” 2 CFR Part 1200; (ii) U.S. OMB regulatory guidance, “Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement),” 2 CFR Part 180; and (iii) Other applicable federal laws, regulations, or requirements regarding participation with debarred or suspended recipients or third party participants. (3) It will review the U.S. GSA “System for Award Management – Lists of Parties Excluded from Federal Procurement and Nonprocurement Programs,” if required by U.S. DOT regulations, 2 CFR Part 1200. 9. ADA Access Requirements The Consultant shall comply with all applicable requirements of the Americans with Disabilities Act of 1990 (ADA), 42 USC Section 12101 et seq; Section 504 of the Rehabilitation Act of 1973, as amended, 29 USC Section 794; 49 USC Section 5301(d). 10. Fly America . To the extent applicable to the Services, the Consultant agrees to comply with 49 U.S.C. 40118 (the "Fly America" Act) in accordance with the General Services Administration's regulations at 41 CFR Part 301-10, which provide that recipients and sub recipients of Federal funds and their consultants are required to use U.S. Flag air carriers for U.S. Government-financed international air travel and transportation of their personal effects or property, to the extent such service is available, unless travel by foreign air carrier is a matter of necessity, as defined by the Fly America Act. The Consultant shall submit, if a foreign air carrier was used, an appropriate certification or memorandum adequately explaining why service by a U.S. flag air carrier was not available or why it was necessary to use a foreign air carrier and shall, in any event, provide DR A F T 172 FTA Requirements- Page 7 a certificate of compliance with the Fly America requirements. The Consultant agrees to include the requirements of this section in all subcontracts that may involve international air transportation. 11. Cargo Preference - Use of United States-Flag Vessels To the extent applicable to the Services, the Consultant agrees: 1. To use privately owned United States-Flag commercial vessels to ship at least 50 percent of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners, and tankers) involved, whenever shipping any equipment, material, or commodities pursuant to the underlying contract to the extent such vessels are available at fair and reasonable rates for United States-Flag commercial vessels; 2. To furnish within 20 working days following the date of loading for shipments originating within the United States or within 30 working days following the date of leading for shipments originating outside the United States, a legible copy of a rated, "on-board" commercial ocean bill-of -lading in English for each shipment of cargo described in the preceding paragraph to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590 and to the FTA recipient (through the Consultant in the case of a subconsultant's bill-of-lading.) 3. To include these requirements in all subcontracts issued pursuant to this contract when the subcontract may involve the transport of equipment, material, or commodities by ocean vessel. 11. Buy America – Not applicable. 12. Employment Provisions To the extent applicable to the Services, Consultant shall comply with the following: A. Equal Employment Opportunity — Not applicable. B. Copeland “Anti-Kickback” Act (18 U.S.C. 874 and 40 U.S.C. 276c) — Not applicable. C. Contact Work Hours and Safety Standards Act (40 U.S.C. 327–333) —Not applicable. D. Release of Retainage No retainage will be withheld by the RCTC from progress payments due Consultant. Retainage by Consultant or subconsultants is prohibited, and no retainage will be held by the prime consultant from progress due subconsultants. Any violation of this provision shall subject the violating Consultant or subconsultants to the penalties, sanctions, and other remedies specified in Section 7108.5 of the California Business and Professions Code. This requirement shall not be construed to limit or impair any contractual, administrative, or judicial remedies, otherwise DR A F T 173 FTA Requirements- Page 8 available to Consultant or subconsultant in the event of a dispute involving late payment or nonpayment by Consultant or deficient subconsultant performance, or noncompliance by a subconsultant. 13. Termination for Convenience RCTC may terminate the Agreement for convenience in accordance with the terms of the Agreement. After such termination, the Consultant shall submit a final termination settlement proposal to RCTC as directed. If the Consultant fails to submit a proposal within the time allowed, RCTC may determine, on the basis of information available, the amount, if any due the Consultant because of the termination and shall pay the amount determined. After the Consultant’s proposal is received, RCTC and Consultant shall negotiate a fair and equitable settlement and the contract will be modified to reflect the negotiated agreement. If agreement cannot be reached, RCTC may issue a final determination and pay the amount determined. If the Consultant does not agree with this final determination or the determination resulting from the lack of timely submission of a proposal, the Consultant may appeal under the Disputes clause. 14. Administrative and Contractual Remedies on Breach; Termination for Cause a. The Consultant may be declared in breach of this Agreement (“Breach”) if the Consultant fails to make delivery of the supplies or to perform the services within the time specified herein or any extension thereof; or if the Consultant fails to perform any of the other provisions of the contract, or so fails to make progress as to endanger performance of this contract in accordance with its terms. In case of any of the foregoing, RCTC shall notify the Consultant of the Breach, and the Consultant shall have a period of ten (10) days (or such longer period as RCTC may authorize in writing) after receipt of notice from RCTC to cure the Breach. b. RCTC may, by written notice of termination to the Consultant specifying the effective date thereof, terminate the whole or any part of this contract, in the case of a Breach that is not cured within the timeframe set forth in (a) above (“Uncured Breach”). c. If the contract is terminated in whole or in part for an Uncured Breach, RCTC may procure upon such terms and in such manner as RCTC may deem appropriate, supplies or services similar to those so terminated, or may complete the services with its own forces. The Consultant shall be liable to RCTC for any excess costs for such similar supplies or services, and for any other costs incurred by RCTC as a result of the Uncured Breach. The Consultant shall continue the performance of this contract to the extent not terminated under the provisions of this clause. d. Except with respect to defaults of Subconsultants, the Consultant shall not be liable for any excess costs if the failure to perform the contract arises out of causes beyond the control and without the fault or negligence of the Consultant. If the failure to perform is caused by the default of a Subconsultant, and if such default arises out of causes beyond the control of both the Consultant and the Subconsultant, and without the fault or negligence of either of them, the DR A F T 174 FTA Requirements- Page 9 Consultant shall not be liable for any excess costs for failure to perform, unless the supplies or services to be furnished by the Subconsultant were obtainable from other sources in sufficient time to permit the Consultant to meet the required project completion schedule. e. Payment for completed services or supplies delivered to and accepted by RCTC shall be at the contract price. RCTC may withhold from amounts otherwise due the Consultant for such completed services or supplies such sum as RCTC determines to be necessary to protect RCTC against loss because of outstanding liens of claims of former lien holders, or to reimburse RCTC for any other costs related to the Uncured Breach. f. If, after notice of termination of this contract for cause, it is determined for any reason that an Uncured Breach did not exist, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to the provisions for termination for convenience of RCTC. g. The rights and remedies of RCTC provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law, equity or under this contract including, but not limited to, the right to specific performance. h. Notwithstanding the above, RCTC may, without providing an opportunity to cure, terminate the contract in accordance with the timeframe set forth in Section 17 of the contract, if RCTC determines such action is in its best interest based on the nature of the Breach. Such actions shall not limit any of RCTC’s remedies set forth above. 16. Disputes a. Except as otherwise provided in this Agreement, any dispute concerning a question of fact arising under this Agreement which is not disposed of by supplemental agreement shall be decided by RCTC’s Deputy Executive Director, who shall reduce the decision to writing and mail or otherwise furnish a copy thereof to the Consultant. The decision of the RCTC Deputy Executive Director shall be final and conclusive unless, within thirty (30) days from the date of receipt of such copy, Consultant mails or otherwise furnishes to the RCTC Deputy Executive Director a written appeal addressed to RCTC's Executive Director. The decision of RCTC Executive Director or duly authorized representative for the determination of such appeals shall be final and conclusive. b. The provisions of this Paragraph shall not be pleaded in any suit involving a question of fact arising under this Agreement as limiting judicial review of any such decision to cases where fraud by such official or his representative or board is alleged, provided, however, that any such decision shall be final and conclusive unless the same is fraudulent or capricious or arbitrary or so grossly erroneous as necessarily to imply bad faith or is not supported by substantial evidence. In connection with any appeal proceeding under this Paragraph, the Consultant shall be afforded an opportunity to be heard and to offer evidence in support of its appeal. c. Pending final decision of a dispute hereunder, Consultant shall proceed diligently with the performance of this Agreement and in accordance with the decision of RCTC's Deputy DR A F T 175 FTA Requirements- Page 10 Executive Director. This "Disputes" clause does not preclude consideration of questions of law in connection with decisions provided for above. Nothing in this Agreement, however, shall be construed as making final the decision of any RCTC official or representative on a question of law, which questions shall be settled in accordance with the laws of the State of California. 17. Lobbying See the Byrd Anti-Lobbying Amendment, 31 U.S.C. 1352, as amended by the Lobbying Disclosure Act of 1995, P.L. 104-65 [to be codified at 2 U.S.C. § 1601, et seq.] - Consultants who apply or bid for an award of $100,000 or more shall file the certification required by 49 CFR part 20, "New Restrictions on Lobbying.” Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non-Federal funds with respect to that Federal contract, grant or award covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to the recipient. The Offeror shall complete and submit with its bid/proposal the attached Certification Regarding Lobbying, and if applicable, the Standard Form-LLL, “Disclosure Form to Report Lobbying.” 18. Energy Conservation The Consultant agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. 19. Clean Water a. The Consultant agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. The Consultant agrees to report each violation to RCTC and understands and agrees that RCTC will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. d. The Consultant further agrees that: (1) It will not use any violating facilities; (2) It will report the use of facilities placed on or likely to be placed on the U.S. EPA “List of Violating Facilities;” (3) It will report violations of use of prohibited facilities to FTA; and (4) It will comply with the inspection and other requirements of the Clean Air Act, as amended, (42 U.S.C. §§ 7401 – 7671q); and the Federal Water Pollution Control Act as amended, (33 U.S.C. §§ 1251-1387). The Consultant also agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FTA. DR A F T 176 FTA Requirements- Page 11 20. Clean Air a. The Consultant agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq. The Consultant agrees to report each violation to RCTC and understands and agrees that RCTC will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. b. The Consultant further agrees that: (1) It will not use any violating facilities; (2) It will report the use of facilities placed on or likely to be placed on the U.S. EPA “List of Violating Facilities;” (3) It will report violations of use of prohibited facilities to FTA; and (4) It will comply with the inspection and other requirements of the Clean Air Act, as amended, (42 U.S.C. §§ 7401 – 7671q); and the Federal Water Pollution Control Act as amended, (33 U.S.C. §§ 1251-1387). c. The Consultant also agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FTA. 21. Recycled Products Recovered Materials - The Consultant agrees to comply with all the requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the procurement of the items designated in Subpart B of 40 CFR Part 247. 21. SPECIAL PROVISION FOR PROMOTING COVID-19 SAFETY Section 49. Centers for Disease Control and Prevention Order on Requirements for Persons to Wear Masks While on Conveyances and at Transportation Hubs. (a) Compliance with CDC Mask Order. The Centers for Disease Control and Prevention (“CDC”) Order of January 29, 2021, titled Requirement for Persons to Wear Masks While on Conveyances and at Transportation Hubs (“CDC Mask Order”), applies to this Agreement. One of the objectives of the CDC Mask Order is “[m]aintaining a safe and operating transportation system.” Consultant agrees that it will comply, and will require all subconsultants to comply, with the CDC Mask Order. (b) Enforcement for non-compliance. Consultant agrees that FTA and RCTC may take enforcement action for non-compliance with the CDC Mask Order, including: (1) enforcement actions authorized by 49 U.S.C. § 5329(g); (2) referring Consultant to the CDC or other Federal authority for enforcement action; (3) enforcement actions authorized by 2 CFR §§ 200.339 – .340; and (4) any other enforcement action authorized by Federal law or regulation. DR A F T 177 FTA Requirements- Page 12 22. Safe Operation of Motor Vehicles Pursuant to Federal Executive Order No. 13043, “Increasing Seat Belt Use in the United States,” April 16, 1997, 23 U.S.C. Section 402 note, FTA encourages each third party consultant to adopt and promote on-the-job seat belt use policies and programs for its employees and other personnel that operate company owned, rented, or personally operated vehicles, and to include this provision in each third party subcontract involving the project. a. The Consultant is encouraged to adopt and promote on-the-job seat belt use policies and programs for its employees and other personnel that operate company-owned vehicles, company-rented vehicles, or personally operated vehicles. The terms “company-owned” and “company-leased” refer to vehicles owned or leased either by the Consultant or RCTC. . The Consultant agrees to adopt and enforce workplace safety policies to decrease crashes caused by distracted drivers, including policies to ban text messaging while using an electronic device supplied by an employer, and driving a vehicle the driver owns or rents, a vehicle Contactor owns, leases, or rents, or a privately-owned vehicle when on official business in connection with the work performed under this contract. DR A F T 178 Exhibit E-1 EXHIBIT "E" CERTIFICATE OF CONSULTANT I HEREBY CERTIFY that I am the _______________________ and duly authorized representative of the firm of _____________________________________ whose address is ____________________________________________________, and that, except as hereby expressly stated, neither I nor the above firm that I represent have: (a) employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration, any firm or person (other than a bona fide employee working solely for me or the above consultant) to solicit or secure this agreement; nor (b) agreed, as an express or implied condition for obtaining this Agreement, to employ or retain the services of any firm or person in connection with carrying out the agreement; nor (c) paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely for me or the above consultant) any fee, contribution, donation, or consideration of any kind for, or in connection with, procuring or carrying out this agreement. I acknowledge that this Certificate is to be made available to the California Department of Transportation (Caltrans) in connection with this agreement involving participation of Federal-aid Highway funds, and is subject to applicable State and Federal laws, both criminal and civil. By: ____________________________ Signature ____________________________ Name ____________________________ Title ____________________________ DR A F T 179 1 Exhibit F-1 EXHIBIT “F” LOBBYING ACTIVITIES DISCLOSURE DR A F T 180 Local Assistance Procedures Manual EXHBIT 10-Q Disclosure of Lobbying Activities Page 1 LPP 13-01 May 8, 2013 EXHIBIT 10-Q DISCLOSURE OF LOBBYING ACTIVITIES COMPLETE THIS FORM TO DISCLOSE LOBBYING ACTIVITIES PURSUANT TO 31 U.S.C. 1352 1. Type of Federal Action: 2. Status of Federal Action: 3. Report Type: a. contract a. bid/offer/application a. initial b. grant b. initial award b. material change c. cooperative agreement c. post-award d. loan For Material Change Only: e. loan guarantee year ____ quarter _________ f. loan insurance date of last report __________ 4. Name and Address of Reporting Entity 5. If Reporting Entity in No. 4 is Subawardee, Enter Name and Address of Prime: Prime Subawardee Tier _______ , if known Congressional District, if known Congressional District, if known 6. Federal Department/Agency: 7. Federal Program Name/Description: CFDA Number, if applicable ____________________ 8. Federal Action Number, if known: 9. Award Amount, if known: 10. Name and Address of Lobby Entity 11. Individuals Performing Services (If individual, last name, first name, MI) (including address if different from No. 10) (last name, first name, MI) (attach Continuation Sheet(s) if necessary) 12. Amount of Payment (check all that apply) 14. Type of Payment (check all that apply) $ _____________ actual planned a. retainer b. one-time fee 13. Form of Payment (check all that apply): c. commission a. cash d. contingent fee b. in-kind; specify: nature _______________ e deferred Value _____________ f. other, specify _________________________ 15. Brief Description of Services Performed or to be performed and Date(s) of Service, including officer(s), employee(s), or member(s) contacted, for Payment Indicated in Item 12: (attach Continuation Sheet(s) if necessary) 16. Continuation Sheet(s) attached: Yes No 17. Information requested through this form is authorized by Title 31 U.S.C. Section 1352. This disclosure of lobbying reliance was placed by the tier above when his transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be reported to Congress semiannually and will be available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Signature: ________________________________________ Print Name: _______________________________________ Title: ____________________________________________ Telephone No.: ____________________ Date: ___________ Authorized for Local Reproduction Federal Use Only: Standard Form - LLL Standard Form LLL Rev. 04-28-06 Distribution: Orig- Local Agency Project Files APPENDIX L - 1 Thomas T. Kim, PE Senior Vice President 06/17/2021 NOT APPLICABLE - HDR does not have lobbying activities to disclose at this time. (951) 320-7300 DR A F T 181 Local Assistance Procedures Manual EXHBIT 10-Q Disclosure of Lobbying Activities Page 1 LPP 13-01 May 8, 2013 EXHIBIT 10-Q DISCLOSURE OF LOBBYING ACTIVITIES COMPLETE THIS FORM TO DISCLOSE LOBBYING ACTIVITIES PURSUANT TO 31 U.S.C. 1352 1. Type of Federal Action: 2. Status of Federal Action: 3. Report Type: a. contract a. bid/offer/application a. initial b. grant b. initial award b. material change c. cooperative agreement c. post-award d. loan For Material Change Only: e. loan guarantee year ____ quarter _________ f. loan insurance date of last report __________ 4. Name and Address of Reporting Entity 5. If Reporting Entity in No. 4 is Subawardee, Enter Name and Address of Prime: Prime Subawardee Tier _______ , if known Congressional District, if known Congressional District, if known 6. Federal Department/Agency: 7. Federal Program Name/Description: CFDA Number, if applicable ____________________ 8. Federal Action Number, if known: 9. Award Amount, if known: 10. Name and Address of Lobby Entity 11. Individuals Performing Services (If individual, last name, first name, MI) (including address if different from No. 10) (last name, first name, MI) (attach Continuation Sheet(s) if necessary) 12. Amount of Payment (check all that apply) 14. Type of Payment (check all that apply) $ _____________ actual planned a. retainer b. one-time fee 13. Form of Payment (check all that apply): c. commission a. cash d. contingent fee b. in-kind; specify: nature _______________ e deferred Value _____________ f. other, specify _________________________ 15. Brief Description of Services Performed or to be performed and Date(s) of Service, including officer(s), employee(s), or member(s) contacted, for Payment Indicated in Item 12: (attach Continuation Sheet(s) if necessary) 16. Continuation Sheet(s) attached: Yes No 17. Information requested through this form is authorized by Title 31 U.S.C. Section 1352. This disclosure of lobbying reliance was placed by the tier above when his transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be reported to Congress semiannually and will be available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Signature: ________________________________________ Print Name: _______________________________________ Title: ____________________________________________ Telephone No.: ____________________ Date: ___________ Authorized for Local Reproduction Federal Use Only: Standard Form - LLL Standard Form LLL Rev. 04-28-06 Distribution: Orig- Local Agency Project Files APPENDIX L - 1 _________________________ President Brian Serl 909-490-0530 5/27/21 x x invoices per each week performed x Not ApplicableDR A F T 182 Local Assistance Procedures Manual EXHBIT 10-Q Disclosure of Lobbying Activities %+) LPP 13-01 May 8, 2013 EXHIBIT 10-Q DISCLOSURE OF LOBBYING ACTIVITIES ##"!#""'#%#" $!"$## $" !:3)2*)()4%/'6-21 6%6752*)()4%/'6-21 )3246!:3) ) +76<:)+<) *1,7..-:)8841+)<176 ) 161<1)4 * /:)6<* 161<1)4)?):,* 5)<-:1)4+0)6/- + +778-:)<1>-)/:--5-6<+ 87;<)?):, , 47)6 24%6)4-%/,%1+)1/: - 47)6/=):)6<--A-):(((( 9=):<-:((((((((( . 47)616;=:)6+-,)<-7.4);<:-87:< (((((((((( %0)%1(((4)552*)3246-1+16-6: *)3246-1+16-6:-12-5 7&%9%4()) 16)4%0)%1(((4)552*4-0) :15-"=*)?):,-- #1-:(((((((1.367?6 21+4)55-21%/-564-'61.367?6 21+4)55-21%/-564-'61.367?6 )()4%/)3%460)16+)1': )()4%/42+4%0%0))5'4-36-21 70&)41.)8841+)*4-(((((((((((((((((((( )()4%/'6-2170&)41.367?69%4(027161.367?6 %0)%1(((4)552*2&&:16-6: 1(-8-(7%/5)4*240-1+ )48-')5 .16,1>1,=)44);<6)5-.1:;<6)5-16+4=,16/),,:-;;1.,1..-:-6<.:757 4);<6)5-.1:;<6)5- )<<)+076<16=)<176"0--<;1.6-+-;;):A 027162*%:0)16',)'.%//6,%6%33/: !:3)2*%:0)16',)'.%//6,%6%33/: $$$$$$$$$$$$$)+<=)4 84)66-, ) :-<)16-: * 76-<15-.-- 2402*%:0)16',)'.%//6,%6%33/:+ +7551;;176 ) +);0 , +76<16/-6<.-- * 16316,;8-+1.A6)<=:-(((((((((((((((-,-.-::-, %)4=-(((((((((((((. 7<0-:;8-+1.A ((((((((((((((((((((((((( 4-)*)5'4-36-212* )48-')5)4*240)(2462&)3)4*240)(%1(%6)52* )48-')-1'/7(-1+ 2**-')45)03/2:))5240)0&)45'216%'6)(*24%:0)161(-'%6)(-16)0 )<<)+076<16=)<176"0--<;1.6-+-;;):A 216-17%6-21 ,))65%66%',)( #)52 6.7:5)<176:-9=-;<-,<0:7=/0<01;.7:51;)=<07:1B-,*A#1<4- $""-+<176 #01;,1;+47;=:-7.47**A16/:-41)6+- ?);84)+-,*A<0-<1-:)*7>-?0-601;<:)6;)+<176?);5),-7: -6<-:-,16<7#01;,1;+47;=:-1;:-9=1:-,8=:;=)6<<7 $" #01;16.7:5)<176?144*-:-87:<-,<776/:-;; ;-51)66=)44A)6,?144*-)>)14)*4-.7:8=*41+16;8-+<1766A 8-:;76?07.)14;<7.14-<0-:-9=1:-,,1;+47;=:-;0)44*-;=*2-+< <7)+1>148-6)4<A7.67<4-;;<0)6 )6,67<57:-<0)6 .7:-)+0;=+0.)14=:- "1/6)<=:-(((((((((((((((((((((((((((((((((((((((( :16<)5-((((((((((((((((((((((((((((((((((((((( #1<4-(((((((((((((((((((((((((((((((((((((((((((( #-4-8076-7(((((((((((((((((((()<-((((((((((( =<07:1B-,.7:7+)4!-8:7,=+<176 )()4%/"5)1/:"<)6,):,7:5 "<)6,):,7:5!-> -564-&76-21:1/7+)4/-6+A :72-+<14-; APPENDIX L - 1 ; Not Applicable Heather Menninger Owner/ Principal 951 784-1333, ext. 1 June 7, 2021 DR A F T 183 Local Assistance Procedures Manual EXHBIT 10-Q Disclosure of Lobbying Activities Page 1 LPP 13-01 May 8, 2013 EXHIBIT 10-Q DISCLOSURE OF LOBBYING ACTIVITIES COMPLETE THIS FORM TO DISCLOSE LOBBYING ACTIVITIES PURSUANT TO 31 U.S.C. 1352 1.Type of Federal Action:2.Status of Federal Action:3.Report Type: a. contract a. bid/offer/application a. initial b. grant b. initial award b. material change c. cooperative agreement c. post-award d. loan For Material Change Only: e. loan guarantee year ____ quarter _________ f. loan insurance date of last report __________ 4.Name and Address of Reporting Entity 5.If Reporting Entity in No. 4 is Subawardee, Enter Name and Address of Prime: Prime Subawardee Tier _______ , if known Congressional District, if known Congressional District, if known 6.Federal Department/Agency:7.Federal Program Name/Description: CFDA Number, if applicable ____________________ 8.Federal Action Number, if known:9.Award Amount, if known: 10.Name and Address of Lobby Entity 11.Individuals Performing Services (If individual, last name, first name, MI) (including address if different from No. 10) (last name, first name, MI) (attach Continuation Sheet(s) if necessary) 12.Amount of Payment (check all that apply)14.Type of Payment (check all that apply) $ _____________ actual planned a. retainer b. one-time fee 13.Form of Payment (check all that apply):c. commission a. cash d. contingent fee b. in-kind; specify: nature _______________ e deferred Value _____________ f. other, specify _________________________ 15.Brief Description of Services Performed or to be performed and Date(s) of Service, including officer(s), employee(s), or member(s) contacted, for Payment Indicated in Item 12: (attach Continuation Sheet(s) if necessary) 16.Continuation Sheet(s) attached: Yes No 17.Information requested through this form is authorized by Title 31 U.S.C. Section 1352. This disclosure of lobbying reliance was placed by the tier above when his transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be reported to Congress semiannually and will be available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Signature: ________________________________________ Print Name: _______________________________________ Title: ____________________________________________ _____________ Authorized for Local Reproduction Federal Use Only: Standard Form - LLL Standard Form LLL Rev. 04-28-06 Distribution: Orig- Local Agency Project Files APPENDIX L - 1 5)*4'03.*4/05"11-*$"#-&50"3&--"/0"440$*"5&4 9 *HQRYHYD/$UHOODQR 3ULQFLSDO Telephone No.: _______ Date: __________ ___________________________________________________________________________________________________________ *HQRYHYD ////////////////////////////$UHOODQR DR A F T 184 Local Assistance Procedures Manual EXHBIT 10-Q Disclosure of Lobbying Activities Page 1 LPP 13-01 May 8, 2013 EXHIBIT 10-Q DISCLOSURE OF LOBBYING ACTIVITIES COMPLETE THIS FORM TO DISCLOSE LOBBYING ACTIVITIES PURSUANT TO 31 U.S.C. 1352 1. Type of Federal Action: 2. Status of Federal Action: 3. Report Type: a. contract a. bid/offer/application a. initial b. grant b. initial award b. material change c. cooperative agreement c. post-award d. loan For Material Change Only: e. loan guarantee year ____ quarter _________ f. loan insurance date of last report __________ 4. Name and Address of Reporting Entity 5. If Reporting Entity in No. 4 is Subawardee, Enter Name and Address of Prime: Prime Subawardee Tier _______ , if known Congressional District, if known Congressional District, if known 6. Federal Department/Agency: 7. Federal Program Name/Description: CFDA Number, if applicable ____________________ 8. Federal Action Number, if known: 9. Award Amount, if known: 10. Name and Address of Lobby Entity 11. Individuals Performing Services (If individual, last name, first name, MI) (including address if different from No. 10) (last name, first name, MI) (attach Continuation Sheet(s) if necessary) 12. Amount of Payment (check all that apply) 14. Type of Payment (check all that apply) $ _____________ actual planned a. retainer b. one-time fee 13. Form of Payment (check all that apply): c. commission a. cash d. contingent fee b. in-kind; specify: nature _______________ e deferred Value _____________ f. other, specify _________________________ 15. Brief Description of Services Performed or to be performed and Date(s) of Service, including officer(s), employee(s), or member(s) contacted, for Payment Indicated in Item 12: (attach Continuation Sheet(s) if necessary) 16. Continuation Sheet(s) attached: Yes No 17. Information requested through this form is authorized by Title 31 U.S.C. Section 1352. This disclosure of lobbying reliance was placed by the tier above when his transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be reported to Congress semiannually and will be available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Signature: ________________________________________ Print Name: _______________________________________ Title: ____________________________________________ Telephone No.: ____________________ Date: ___________ Authorized for Local Reproduction Federal Use Only: Standard Form - LLL Standard Form LLL Rev. 04-28-06 Distribution: Orig- Local Agency Project Files APPENDIX L - 1 President / Professional Land Surveyor Armando DuPont, CA PLS 7780 951-280-9960 05/28/2021 _________________________________________________________________________________________________________________________________ NA NA NA NA NA NA NA NA NA NA NA NA NA DR A F T 185 Local Assistance Procedures Manual EXHBIT 10-Q Disclosure of Lobbying Activities Page 1 LPP 13-01 May 8, 2013 EXHIBIT 10-Q DISCLOSURE OF LOBBYING ACTIVITIES COMPLETE THIS FORM TO DISCLOSE LOBBYING ACTIVITIES PURSUANT TO 31 U.S.C. 1352 1.Type of Federal Action:2.Status of Federal Action:3.Report Type: a. contract a. bid/offer/application a. initial b. grant b. initial award b. material change c. cooperative agreement c. post-award d. loan For Material Change Only: e. loan guarantee year ____ quarter _________ f. loan insurance date of last report __________ 4.Name and Address of Reporting Entity 5.If Reporting Entity in No. 4 is Subawardee, Enter Name and Address of Prime: Prime Subawardee Tier _______ , if known Congressional District, if known Congressional District, if known 6. Federal Department/Agency: 7.Federal Program Name/Description: CFDA Number, if applicable ____________________ 8.Federal Action Number, if known: 9.Award Amount, if known: 10.Name and Address of Lobby Entity 11.Individuals Performing Services (If individual, last name, first name, MI) (including address if different from No. 10) (last name, first name, MI) (attach Continuation Sheet(s) if necessary) 12.Amount of Payment (check all that apply)14.Type of Payment (check all that apply) $ _____________ actual planned a. retainer b. one-time fee 13.Form of Payment (check all that apply):c. commission a. cash d. contingent fee b. in-kind; specify: nature _______________e deferred Value _____________ f. other, specify _________________________ 15.Brief Description of Services Performed or to be performed and Date(s) of Service, including officer(s), employee(s), or member(s) contacted, for Payment Indicated in Item 12: (attach Continuation Sheet(s) if necessary) 16.Continuation Sheet(s) attached: Yes No 17.Information requested through this form is authorized by Title 31 U.S.C. Section 1352. This disclosure of lobbying reliance was placed by the tier above when his transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be reported to Congress semiannually and will be available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Signature: ________________________________________ Print Name: _______________________________________ Title: ____________________________________________ Telephone No.: ____________________ Date: ___________ Authorized for Local Reproduction Federal Use Only: Standard Form - LLL Standard Form LLL Rev. 04-28-06 Distribution: Orig- Local Agency Project Files APPENDIX L - 1 7ULQD/)LVKHU &RQWUDFWV$GPLQLVWUDWRU -XQH ; ,&)-RQHV 6WRNHV,QF D DD 1RW$SSOLFDEOH ; 1$1$ 1$ 1$ 'LVFRYHU\6XLWH,UYLQH&$ +'5 (O&DPLQR5HDO6XLWH ,UYLQH&$ ______________________________________________________________________________________________________________________________________________________________________________________________ DR A F T 186 XDR A F T 187 Local Assistance Procedures Manual EXHBIT 10-Q Disclosure of Lobbying Activities Page 1 LPP 13-01 May 8, 2013 EXHIBIT 10-Q DISCLOSURE OF LOBBYING ACTIVITIES COMPLETE THIS FORM TO DISCLOSE LOBBYING ACTIVITIES PURSUANT TO 31 U.S.C. 1352 1. Type of Federal Action: 2. Status of Federal Action: 3. Report Type: a. contract a. bid/offer/application a. initial b. grant b. initial award b. material change c. cooperative agreement c. post-award d. loan For Material Change Only: e. loan guarantee year ____ quarter _________ f. loan insurance date of last report __________ 4. Name and Address of Reporting Entity 5. If Reporting Entity in No. 4 is Subawardee, Enter Name and Address of Prime: Prime Subawardee Tier _______ , if known Congressional District, if known Congressional District, if known 6. Federal Department/Agency: 7. Federal Program Name/Description: CFDA Number, if applicable ____________________ 8. Federal Action Number, if known: 9. Award Amount, if known: 10. Name and Address of Lobby Entity 11. Individuals Performing Services (If individual, last name, first name, MI) (including address if different from No. 10) (last name, first name, MI) (attach Continuation Sheet(s) if necessary) 12. Amount of Payment (check all that apply) 14. Type of Payment (check all that apply) $ _____________ actual planned a. retainer b. one-time fee 13. Form of Payment (check all that apply): c. commission a. cash d. contingent fee b. in-kind; specify: nature _______________ e deferred Value _____________ f. other, specify _________________________ 15. Brief Description of Services Performed or to be performed and Date(s) of Service, including officer(s), employee(s), or member(s) contacted, for Payment Indicated in Item 12: (attach Continuation Sheet(s) if necessary) 16. Continuation Sheet(s) attached: Yes No 17. Information requested through this form is authorized by Title 31 U.S.C. Section 1352. This disclosure of lobbying reliance was placed by the tier above when his transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be reported to Congress semiannually and will be available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Signature: ________________________________________ Print Name: _______________________________________ Title: ____________________________________________ Telephone No.: ____________________ Date: ___________ Authorized for Local Reproduction Federal Use Only: Standard Form - LLL Standard Form LLL Rev. 04-28-06 Distribution: Orig- Local Agency Project Files APPENDIX L - 1 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/AN/A N/A X N/A ✔ Jennifer A. Purcell, PE President / CEO 951-784-4630 5/21/21 DR A F T 188 Local Assistance Procedures Manual EXHBIT 10-Q Disclosure of Lobbying Activities Page 1 LPP 13-01 May 8, 2013 EXHIBIT 10-Q DISCLOSURE OF LOBBYING ACTIVITIES COMPLETE THIS FORM TO DISCLOSE LOBBYING ACTIVITIES PURSUANT TO 31 U.S.C. 1352 1.Type of Federal Action:2.Status of Federal Action:3.Report Type: a. contract a. bid/offer/application a. initial b. grant b. initial award b. material change c. cooperative agreement c. post-award d. loan For Material Change Only: e. loan guarantee year ____ quarter _________ f. loan insurance date of last report __________ 4.Name and Address of Reporting Entity 5.If Reporting Entity in No. 4 is Subawardee, Enter Name and Address of Prime: Prime Subawardee Tier _______ , if known Congressional District, if known Congressional District, if known 6.Federal Department/Agency:7.Federal Program Name/Description: CFDA Number, if applicable ____________________ 8.Federal Action Number, if known:9.Award Amount, if known: 10.Name and Address of Lobby Entity 11.Individuals Performing Services (If individual, last name, first name, MI) (including address if different from No. 10) (last name, first name, MI) (attach Continuation Sheet(s) if necessary) 12.Amount of Payment (check all that apply)14.Type of Payment (check all that apply) $ _____________ actual planned a. retainer b. one-time fee 13.Form of Payment (check all that apply):c. commission a. cash d. contingent fee b. in-kind; specify: nature _______________e deferred Value _____________ f. other, specify _________________________ 15.Brief Description of Services Performed or to be performed and Date(s) of Service, including officer(s), employee(s), or member(s) contacted, for Payment Indicated in Item 12: (attach Continuation Sheet(s) if necessary) 16.Continuation Sheet(s) attached: Yes No 17.Information requested through this form is authorized by Title 31 U.S.C. Section 1352. This disclosure of lobbying reliance was placed by the tier above when his transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be reported to Congress semiannually and will be available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Signature: ________________________________________ Print Name: _______________________________________ Title: ____________________________________________ Telephone No.: ____________________ Date: ___________ Authorized for Local Reproduction Federal Use Only: Standard Form - LLL Standard Form LLL Rev. 04-28-06 Distribution: Orig- Local Agency Project Files APPENDIX L - 1 1$ -HVVLFD'H%XVN0%$ 2IILFH3ULQFLSDO ;DR A F T 189 ' '#'#' ' ' $'' &'!%"' %D+, ,Ah #,@!2:@B>&h:(h3: E,7*h!A-C,A,&@h ;<UV6S-Sņ-ÛT,ņØ<æUņ-<ņ,;6<,Sņ6<ÑÒíTGÙņ Î;-T-S,ņVg,gG-ņ-<ņ¹ņg),t;`ņºÄÂņ )ņ 4 Nņ 20 zčĀĭ´++ )ņ 2) 7 4 2uņ mņ. 2t 4 ņ/7 N + ņ7 ) + «. N Ğ )_`h5GbL`TGYh"SG^QLh;^Yfh h h :·aņ ) ņ7 į ă`ņ mņ 8G]LhG^KhKK`Laah_N?L[_`bT^Qh'^bTbfV]âIJ 2. ņ - ņh==ņ¦ņ&A.ņ "_^Q`LaaT_^GYh $Tab`WJbh&ņA.ņ )LKL`GYh $L[G`b]L^bQL^Jfh Ö0ņEņHK1>Dņ&ņA.Rņ H1ņņ Eņ?ņà>>9ņÕ9ņ !T&ņ 0Lņ m ņ§ņZė 4ņ¨ņUğ"ņ ^ òņ Ĭ 4 ņh==ņņ ņ&ņ ņ + ņ h=óņņ FN?L\_`bT^Qh'^bTbfhU^h8_hhUah@cIGeG`KLL '^bL`h9G]LhG^KhKK`Laah_Nh<`T]L clnņFDņ&ņA.ņ a nņWl1ņH1zFC\È cFEņHK>Dņ&ņ ++2ņ ôj%%%%%ņ Çy EļņE1KDņ&ņA. ::yņ .^KTdUKcGYah <L`P`]T^Qh @L`dUJLa ! 7ņ ņ VOhĎā ņĉĮņG)ņņµ" !04ņLņZĘ ņLņUĠ" ! /ņ; ņ,/ !"ņ&ņ ^"ņ ]_c^bh_Nh<Gf]L^bh JSLJXhGYYhbSGbhG[[Zf é9C\ņ?ņW9ņ![ĝņ00ņ[ņC\CĢn9" çņ%%%%%ņ ņ ¥ )_`]h_Nh<Gf]L^bhJSLJXhGYYhbSGbhG01Zf` / 2° MAÍņ+ZĿÉņ ņõiii%%ņö ņ=jj÷øņņ )ņ ]4 2)ņ M ņ& ) N 7 ņZĂ ņ Ċ ] Ąu / Lņ+&^ :Åa Ó?Fęqņ?ņeņWk1ņņņ>ņC\kņņF!"ņ?ņe_ņ0Kl ?Č!"_ņ q09!"_ņņ11>!"ņDņkņW9ņïņņÞ1ņ !ĸ /ņ; ņ,/ !"ņ&ņ ^"ņ :Ʊ cKņe[!"ņ[Ê îņ Hņ łņ:² ÝYĩJĴ@ņo' #ņ $'I$ņ $ņYĤņņ' $ŀ#ņ*Bņê@ Ńņ QPņOfOdvņf ņ »Q~wņ ë$ņ#ġ'ņņ**B@Iņņ ,7 ņ ¤ņ ņ8#ņ*Bņ $ņ ņ*pņðđ¼ýņ$ņ ņ ņJ#ņņ ńņ #ņ xņ ģÀ½ņ#3'ņņo'#ņ8'' ņ ņQPņOfwdOņ V ņGËņ ÚùıņÜņ¾Q~xņ£ßņYĪJ ņ.3ņ*ņ8 #ņ ņdIņ ¬(Ņ((((((((rs(rs( J'Bņ#ņ.@3ņ*ņp @*ņďņ8'*3ņ@8 ³ņ ÏBņ 8ņñĒÁ¸ņYûņ ņċņ $ņo#ņ#3ņ$3ņ*ņ'*ě ņ - 0Rņ ìēþXņäXĔÿXĥĵņħąņèĻXĽņ ņņpņ83 ľņņ ņ3ņ $ņ¡P5©5|5ņ#ņ ņJņ $ņ ¢P5|ª555ņĈņ$ņ'$ņćúĺvņ -+/ņG)Rņ } M}® Ãņ Rņ {b{b¶b¿ņ 4/ Łņ Đ ņ6ņ+ ņ , ]ņĆ ņM 666ņ ÔĕijĶİĚüĹķĖĨĦÌņ ãI¯ áīņÐIBņåĜ ņ×ņ 4==hh =HRMh/h 6Hghhh Not Applicable DR A F T 190 Local Assistance Procedures Manual EXHBIT 10-Q Disclosure of Lobbying Activities Page 1 LPP 13-01 May 8, 2013 EXHIBIT 10-Q DISCLOSURE OF LOBBYING ACTIVITIES COMPLETE THIS FORM TO DISCLOSE LOBBYING ACTIVITIES PURSUANT TO 31 U.S.C. 1352 1.Type of Federal Action:2.Status of Federal Action:3.Report Type: a. contract a. bid/offer/application a. initial b. grant b. initial award b. material change c. cooperative agreement c. post-award d. loan For Material Change Only: e. loan guarantee year ____ quarter _________ f. loan insurance date of last report __________ 4.Name and Address of Reporting Entity 5.If Reporting Entity in No. 4 is Subawardee, Enter Name and Address of Prime: Prime Subawardee Tier _______ , if known Congressional District, if known Congressional District, if known 6.Federal Department/Agency:7.Federal Program Name/Description: CFDA Number, if applicable ____________________ 8.Federal Action Number, if known:9.Award Amount, if known: 10.Name and Address of Lobby Entity 11.Individuals Performing Services (If individual, last name, first name, MI) (including address if different from No. 10) (last name, first name, MI) (attach Continuation Sheet(s) if necessary) 12.Amount of Payment (check all that apply)14.Type of Payment (check all that apply) $ _____________ actual planned a. retainer b. one-time fee 13.Form of Payment (check all that apply):c. commission a. cash d. contingent fee b. in-kind; specify: nature _______________e deferred Value _____________ f. other, specify _________________________ 15.Brief Description of Services Performed or to be performed and Date(s) of Service, including officer(s), employee(s), or member(s) contacted, for Payment Indicated in Item 12: (attach Continuation Sheet(s) if necessary) 16.Continuation Sheet(s) attached: Yes No 17.Information requested through this form is authorized by Title 31 U.S.C. Section 1352. This disclosure of lobbying reliance was placed by the tier above when his transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be reported to Congress semiannually and will be available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Signature: ________________________________________ Print Name: _______________________________________ Title: ____________________________________________ Telephone No.: ____________________ Date: ___________ Authorized for Local Reproduction Federal Use Only: Standard Form - LLL Standard Form LLL Rev. 04-28-06 Distribution: Orig- Local Agency Project Files APPENDIX L - 1 DOES NOT APPLY Agustin Chang, Vice President Principal 619.961.2800 05/21/2021 XDR A F T 191 Local Assistance Procedures Manual EXHBIT 10-Q Disclosure of Lobbying Activities Page 1 LPP 13-01 May 8, 2013 EXHIBIT 10-Q DISCLOSURE OF LOBBYING ACTIVITIES COMPLETE THIS FORM TO DISCLOSE LOBBYING ACTIVITIES PURSUANT TO 31 U.S.C. 1352 1.Type of Federal Action:2.Status of Federal Action:3.Report Type: a. contract a. bid/offer/application a. initial b. grant b. initial award b. material change c. cooperative agreement c. post-award d. loan For Material Change Only: e. loan guarantee year ____ quarter _________ f. loan insurance date of last report __________ 4.Name and Address of Reporting Entity 5.If Reporting Entity in No. 4 is Subawardee, Enter Name and Address of Prime: Prime Subawardee Tier _______ , if known Congressional District, if known Congressional District, if known 6.Federal Department/Agency:7.Federal Program Name/Description: CFDA Number, if applicable ____________________ 8.Federal Action Number, if known:9.Award Amount, if known: 10.Name and Address of Lobby Entity 11.Individuals Performing Services (If individual, last name, first name, MI) (including address if different from No. 10) (last name, first name, MI) (attach Continuation Sheet(s) if necessary) 12.Amount of Payment (check all that apply)14.Type of Payment (check all that apply) $ _____________ actual planned a. retainer b. one-time fee 13.Form of Payment (check all that apply):c. commission a. cash d. contingent fee b. in-kind; specify: nature _______________e deferred Value _____________ f. other, specify _________________________ 15.Brief Description of Services Performed or to be performed and Date(s) of Service, including officer(s), employee(s), or member(s) contacted, for Payment Indicated in Item 12: (attach Continuation Sheet(s) if necessary) 16.Continuation Sheet(s) attached: Yes No 17.Information requested through this form is authorized by Title 31 U.S.C. Section 1352. This disclosure of lobbying reliance was placed by the tier above when his transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be reported to Congress semiannually and will be available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Signature: ________________________________________ Print Name: _______________________________________ Title: ____________________________________________ Telephone No.: ____________________ Date: ___________ Authorized for Local Reproduction Federal Use Only: Standard Form - LLL Standard Form LLL Rev. 04-28-06 Distribution: Orig- Local Agency Project Files APPENDIX L - 1 HDR Engineering, Inc. 3230 El Camino Real, Suite 200 Irvine, CA 926025865 Avenida Encinas #142-B | Carlsbad | CA | 92008 STC Traffic, Inc. Jason Stack, TE, PTOE President (760) 602-4290 06/17/2021 Federal Highway Administration (FHWA); Federal Transit Administration (FTA); California Department of Transportation (CALTRANS); Riverside County Transportation Commission (RCTC) (RCTC) | RFQ #21-33-064-00 | On-Call Design Engineering & Environmmental for Construction of Commuter Rail Station CIP N/A We do not engage in Lobbying Activity ______________________ STC Traffic does not engage in Lobbying Activity DR A F T 192 Local Assistance Procedures Manual EXHBIT 10-Q Disclosure of Lobbying Activities Page 1 LPP 13-01 May 8, 2013 EXHIBIT 10-Q DISCLOSURE OF LOBBYING ACTIVITIES COMPLETE THIS FORM TO DISCLOSE LOBBYING ACTIVITIES PURSUANT TO 31 U.S.C. 1352 1. Type of Federal Action: 2. Status of Federal Action: 3. Report Type: a. contract a. bid/offer/application a. initial b. grant b. initial award b. material change c. cooperative agreement c. post-award d. loan For Material Change Only: e. loan guarantee year ____ quarter _________ f. loan insurance date of last report __________ 4. Name and Address of Reporting Entity 5. If Reporting Entity in No. 4 is Subawardee, Enter Name and Address of Prime: Prime Subawardee Tier _______ , if known Congressional District, if known Congressional District, if known 6. Federal Department/Agency: 7. Federal Program Name/Description: CFDA Number, if applicable ____________________ 8. Federal Action Number, if known: 9. Award Amount, if known: 10. Name and Address of Lobby Entity 11. Individuals Performing Services (If individual, last name, first name, MI) (including address if different from No. 10) (last name, first name, MI) (attach Continuation Sheet(s) if necessary) 12. Amount of Payment (check all that apply) 14. Type of Payment (check all that apply) $ _____________ actual planned a. retainer b. one-time fee 13. Form of Payment (check all that apply): c. commission a. cash d. contingent fee b. in-kind; specify: nature _______________ e deferred Value _____________ f. other, specify _________________________ 15. Brief Description of Services Performed or to be performed and Date(s) of Service, including officer(s), employee(s), or member(s) contacted, for Payment Indicated in Item 12: (attach Continuation Sheet(s) if necessary) 16. Continuation Sheet(s) attached: Yes No 17. Information requested through this form is authorized by Title 31 U.S.C. Section 1352. This disclosure of lobbying reliance was placed by the tier above when his transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be reported to Congress semiannually and will be available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Signature: ________________________________________ Print Name: _______________________________________ Title: ____________________________________________ Telephone No.: ____________________ Date: ___________ Authorized for Local Reproduction Federal Use Only: Standard Form - LLL Standard Form LLL Rev. 04-28-06 Distribution: Orig- Local Agency Project Files APPENDIX L - 1 Suenram & Associates, Inc. has no lobbying activities to disclose. Not Applicable Not Applicable Not Applicable 0 Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Kate Suenram President 05/25/2021818-358-2439 __________________ Kt S DR A F T 193 DR A F T 194 Local Assistance Procedures Manual EXHBIT 10-Q Disclosure of Lobbying Activities Page 1 LPP 13-01 May 8, 2013 EXHIBIT 10-Q DISCLOSURE OF LOBBYING ACTIVITIES COMPLETE THIS FORM TO DISCLOSE LOBBYING ACTIVITIES PURSUANT TO 31 U.S.C. 1352 1.Type of Federal Action:2.Status of Federal Action:3.Report Type: a. contract a. bid/offer/application a. initial b. grant b. initial award b. material change c. cooperative agreement c. post-award d. loan For Material Change Only: e. loan guarantee year ____ quarter _________ f. loan insurance date of last report __________ 4.Name and Address of Reporting Entity 5.If Reporting Entity in No. 4 is Subawardee, Enter Name and Address of Prime: Prime Subawardee Tier _______ , if known Congressional District, if known Congressional District, if known 6.Federal Department/Agency:7.Federal Program Name/Description: CFDA Number, if applicable ____________________ 8.Federal Action Number, if known:9.Award Amount, if known: 10.Name and Address of Lobby Entity 11.Individuals Performing Services (If individual, last name, first name, MI) (including address if different from No. 10) (last name, first name, MI) (attach Continuation Sheet(s) if necessary) 12.Amount of Payment (check all that apply)14.Type of Payment (check all that apply) $ _____________ actual planned a. retainer b. one-time fee 13.Form of Payment (check all that apply):c. commission a. cash d. contingent fee b. in-kind; specify: nature _______________e deferred Value _____________ f. other, specify _________________________ 15.Brief Description of Services Performed or to be performed and Date(s) of Service, including officer(s), employee(s), or member(s) contacted, for Payment Indicated in Item 12: (attach Continuation Sheet(s) if necessary) 16.Continuation Sheet(s) attached: Yes No 17.Information requested through this form is authorized by Title 31 U.S.C. Section 1352. This disclosure of lobbying reliance was placed by the tier above when his transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be reported to Congress semiannually and will be available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Signature: ________________________________________ Print Name: _______________________________________ Title: ____________________________________________ Telephone No.: ____________________ Date: ___________ Authorized for Local Reproduction Federal Use Only: Standard Form - LLL Standard Form LLL Rev. 04-28-06 Distribution: Orig- Local Agency Project Files APPENDIX L - 1 Marc A Canas Vice President (714) 835-6355 5/25/2021 (Zephyr UAS, Inc. has no Lobbying Activities to Disclose.) ; ______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ DR A F T 195 17336.00600\33928482.2 Agreement No. 21-33-128-00 PROFESSIONAL SERVICES AGREEMENT WITH FTA AND PROPOSITION 1B FUNDING ASSISTANCE RIVERSIDE COUNTY TRANSPORTATION COMMISSION AGREEMENT WITH MOFFATT & NICHOL FOR ON-CALL DESIGN ENGINEERING AND ENVIRONMENTAL SERVICES FOR THE CONSTRUCTION OF COMMUTER RAIL STATION CAPITAL IMPROVEMENT PROJECTS Parties and Date. This Agreement is made and entered into this ___ day of _______, 2021, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("the Commission") and Moffatt & Nichol ("Consultant"), a Corporation. The Commission and Consultant are sometimes referred to herein individually as “Party”, and collectively as the “Parties”. Recitals. A.On November 8, 1988 the Voters of Riverside County approved Measure A authorizing the collection of a one-half percent (1/2 %) retail transactions and use tax (the "tax") to fund transportation programs and improvements within the County of Riverside, and adopting the Riverside County Transportation Improvement Plan (the "Plan"). B.Pursuant to Public Utility Code Sections 240000 et seq., the Commission is authorized to allocate the proceeds of the Tax in furtherance of the Plan. C.On November 5, 2002, the voters of Riverside County approved an extension of the Measure A tax for an additional thirty (30) years for the continued funding of transportation and improvements within the County of Riverside. D.A source of funding for payment for on-call professional consulting services provided under this Agreement may be Proposition 1B funds (“Prop 1B”) funds administered by the California Department of Transportation (“Caltrans”), and/or funds from the Federal Transit Administration (“FTA”). This Agreement shall not be deemed to be approved by the Commission until the certification shown in Exhibit “E” attached hereto and incorporated herein by reference, is executed. E.Consultant desires to perform and assume responsibility for the provision of certain on-call design engineering and environmental services for the construction of DR A F T ATTACHMENT 2 196 17336.00600\33928482.2 3 commuter rail station capital improvement projects in the County of Riverside, California. Services shall be provided on the terms and conditions set forth in this Agreement and in the task order(s) to be solicited, awarded and authorized by Commission as further described in this Agreement (“Task Order”). Consultant represents that it is experienced in providing such services to public clients, is licensed in the State of California (if necessary), and is familiar with the plans of the Commission. G. Commission desires to engage Consultant to render such services on an on-call basis. Services shall be ordered by Task Order(s) to be issued pursuant to this Agreement for future projects as set forth herein and in each Task Order (each such project shall be designated a “Project” under this Agreement). Terms. 1. General Scope of Services. Consultant shall furnish all technical and professional services, including labor, material, equipment, transportation, supervision and expertise, and incidental and customary work necessary to fully and adequately supply the on-call design engineering and environmental services for the Projects ("Services"). The Services are generally described in Exhibit "A" attached hereto and incorporated herein by reference. The Services shall be more particularly described in the individual Task Orders issued by the Commission’s Executive Director or designee. No Services shall be performed unless authorized by a fully executed Task Order. All Services shall be subject to, and performed in accordance with, this Agreement, the relevant Task Order, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 2. Task Orders; Commencement of Services; Schedule of Services. Services under this Agreement shall be requested by the Commission pursuant to Task Order requests. If Commission accepts Consultant’s Task Order proposal, Commission shall issue a purchase order or executed task order for the Services (“Commission’s Task Order Authorization”). Consultant’s agreement to the final terms of a proposed Task Order, Commission’s Task Order Authorization and Consultant’s commencement of the Services shall indicate the Parties’ agreement to the terms of the relevant Task Order. Consultant shall commence Services under a Task Order within five (5) days of receiving Commission’s Task Order Authorization. Consultant shall perform the Services expeditiously, in accordance with the Schedule of Services set forth in a Task Order. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, Commission shall respond to Consultant's submittals in a timely manner. Upon request of the Commission, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3. Pre-Award Audit. As a result of the funding for this Project, and to the extent Caltrans procedures apply in connection therewith, issuance of a “Notice to Proceed” or DR A F T 197 17336.00600\33928482.2 4 other authorization to proceed under a Task Order may be contingent upon completion and approval of a pre-award audit. Any questions raised during the pre-award audit shall be resolved before the Commission will consider approval of this Agreement. The funding provided under this Agreement is contingent on meeting all funding requirements and could be withdrawn, thereby entitling the Commission to terminate this Agreement, if the procedures are not completed. The Consultant’s files shall be maintained in a manner to facilitate State process reviews. In addition, Caltrans may require that prior to performance of any work for which funding reimbursement through Caltrans is requested and provided, that Caltrans must give to Commission an “Authorization to Proceed”. 4. Audit Procedures. 4.1 Consultant and certain subconsultant contracts, including cost proposals and ICR, are subject to audits or reviews such as, but not limited to, a contract audit, an incurred cost audit, an Independent Cost Review (ICR) Audit, or a CPA ICR audit work paper review. If selected for audit or review, this Agreement, Consultant’s cost proposal and ICR and related work papers, if applicable, will be reviewed to verify compliance with 48 CFR, Part 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review it is Consultant’s responsibility to ensure federal, state, or local government officials are allowed full access to the CPA’s work papers including making copies as necessary. This Agreement, Consultant’s cost proposal, and ICR shall be adjusted by Consultant and approved by the Commission’s contract manager to conform to the audit or review recommendations. Consultant agrees that individual terms of costs identified in the audit report shall be incorporated into this Agreement by this reference if directed by Commission at its sole discretion. Refusal by Consultant to incorporate audit or review recommendations, or to ensure that the federal, state or local governments have access to CPA work papers, will be considered a breach of the Agreement terms and cause for termination of this Agreement and disallowance of prior reimbursed costs. Additional audit provisions applicable to this Agreement are set forth in Sections 22 and 23 of this Agreement. Section 4.2 and 4.3 shall apply to the extent applicable to the Task Order and funding source. 4.2 During any Caltrans’ review of the ICR audit work papers created by the Consultant’s independent CPA, Caltrans will work with the CPA and/or Consultant toward a resolution of issues that arise during the review. Each party agrees to use its best efforts to resolve any audit disputes in a timely manner. If Caltrans identifies significant issues during the review and is unable to issue a cognizant approval letter, Commission will reimburse the Consultant at an accepted ICR until a FAR (Federal Acquisition Regulation) compliant ICR {e.g. 48 CFR Part 31; GAGAS (Generally Accepted Auditing Standards); CAS (Cost Accounting Standards), if applicable; in accordance with procedures and guidelines of the American Association of State Highways and Transportation Officials (AASHTO) Audit Guide; and other applicable procedures and guidelines is received and approved by Caltrans. Accepted rates will be as follows: DR A F T 198 17336.00600\33928482.2 5 a. If the proposed rate is less than one hundred fifty percent (150%) - the accepted rate reimbursed will be ninety percent (90%) of the proposed rate. b. If the proposed rate is between one hundred fifty percent (150%) and two hundred percent (200%) - the accepted rate will be eighty-five percent (85%) of the proposed rate. c. If the proposed rate is greater than two hundred percent (200%) - the accepted rate will be seventy-five percent (75%) of the proposed rate. 4.3 If Caltrans is unable to issue a cognizant letter per Section 4.2 above, Caltrans may require Consultant to submit a revised independent CPA-audited ICR and audit report within three (3) months of the effective date of the Caltrans’ management letter. Caltrans will then have up to six (6) months to review the Consultant’s and/or the independent CPA’s revisions. If the Consultant fails to comply with the provisions of this Section 4, or if Caltrans is still unable to issue a cognizant approval letter after the revised independent CPA audited ICR is submitted, overhead cost reimbursement will be limited to the accepted ICR that was established upon initial rejection of the ICR and set forth in Section 4.2 above for all rendered services. In this event, this accepted ICR will become the actual and final ICR for reimbursement purposes under this Agreement. Consultant may submit to Commission final invoice only when all of the following items have occurred: (1) Caltrans accepts or adjusts the original or revised independent CPA audited ICR; (2) all work under this Agreement has been completed to the satisfaction of Commission; and, (3) Caltrans has issued its final ICR review letter. The Consultant must submit its final invoice to Commission no later than sixty (60) calendar days after occurrence of the last of these items. The accepted ICR will apply to this Agreement and all Task Orders issued under this Agreement, and all other agreements executed between the Commission and the Consultant, either as a prime or subconsultant, with the same fiscal period ICR. 5. Term. 5.1 This Agreement shall go into effect on the date first set forth above, contingent upon approval by Commission, and Consultant shall commence work after notification to proceed by Commission’s Contract Administrator. This Agreement shall end on September 30, 2024, unless extended by contract amendment. The Commission may extend the term of this Agreement, in its sole discretion, for one additional two (2) year period. 5.2 Consultant is advised that any recommendation for contract award is not binding on Commission until this Agreement is fully executed and approved by the Commission. DR A F T 199 17336.00600\33928482.2 6 5.3 This Agreement shall remain in effect until the date set forth above, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. All applicable indemnification provisions of this Agreement shall remain in effect following the termination of this Agreement. 6. Commission's Contract Administrator. The Commission hereby designates the Commission's Executive Director, or his or her designee, to act as its Contract Administrator for the performance of this Agreement ("Commission’s Contract Administrator"). Commission’s Contract Administrator shall have the authority to act on behalf of the Commission for all purposes under this Agreement. Commission’s Contract Administrator shall also review and give approval, as needed, to the details of Consultant's work as it progresses. Consultant shall not accept direction or orders from any person other than the Commission’s Contract Administrator or his or her designee. 7. Consultant's Representative. Consultant hereby designates Sam Mansour to act as its Representative for the performance of this Agreement ("Consultant’s Representative"). Consultant's Representative shall have full authority to act on behalf of Consultant for all purposes under this Agreement. The Consultant’s Representative shall supervise and direct the Services, using his or her professional skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. Consultant shall work closely and cooperate fully with Commission’s Contract Administrator and any other agencies which may have jurisdiction over, or an interest in, the Services. Consultant's Representative shall be available to the Commission staff at all reasonable times. Any substitution in Consultant's Representative shall be approved in writing by Commission’s Contract Administrator. 8. Substitution of Key Personnel. Consultant has represented to the Commission that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval by the Commission. In the event that the Commission and Consultant cannot agree as to the substitution of the key personnel, the Commission shall be entitled to terminate this Agreement for cause, pursuant to the provisions herein. The key personnel for performance of this Agreement are: Sam Mansour, Stephanie Oslick, Amr Zaher, Chris Lee, Keith Gillfillan, Alaedin Moubayed, and Phil Balmeo, or as otherwise identified in the Task Order. 9. Standard of Care; Licenses. Consultant represents and maintains that it is skilled in the professional calling necessary to perform all Services, duties and obligations required by this Agreement to fully and adequately complete the Project. Consultant shall perform the Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Consultant further represents and warrants to the Commission that its employees and subcontractors DR A F T 200 17336.00600\33928482.2 7 have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant shall perform, at its own cost and expense and without reimbursement from the Commission, any services necessary to correct errors or omissions which are caused by the Consultant’s failure to comply with the standard of care provided for herein, and shall be fully responsible to the Commission for all damages and other liabilities provided for in the indemnification provisions of this Agreement arising from the Consultant’s errors and omissions. Any employee of Consultant or its sub-consultants who is determined by the Commission to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the Commission, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 10. Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. Commission retains Consultant on an independent contractor basis and not as an employee, agent or representative of the Commission. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries and other amounts due such personnel in connection with their performance of Services and as required by law. Consultant shall be responsible for all reports and obligations respecting such personnel, including but not limited to, social security taxes, income tax withholdings, unemployment insurance, disability insurance, and workers' compensation insurance. 11. Project Progress. 11.1 Modification of the Schedule. Consultant shall regularly report to the Commission, through correspondence or progress reports, its progress in providing required Services within the scheduled time periods. Commission shall be promptly informed of all anticipated delays. In the event that Consultant determines that a schedule modification is necessary, Consultant shall promptly submit a revised Schedule of Services for approval by Commission’s Contract Administrator. 11.2 Trend Meetings. Consultant shall conduct trend meetings with the Commission’s Contract Administrator and other interested parties, as requested by the Commission, on a bi-weekly basis or as may be mutually scheduled by the Parties at a standard day and time. These trend meetings will encompass focused and informal discussions concerning scope, schedule, and current progress of Services, relevant cost issues, and future Project objectives. Consultant shall be responsible for the preparation and distribution of meeting agendas to be received by the Commission and other attendees no later than three (3) working days prior to the meeting. DR A F T 201 17336.00600\33928482.2 8 11.3 Progress Reports. As part of its monthly invoice, Consultant shall submit a progress report, in a form determined by the Commission, which will indicate the progress achieved during the previous month in relation to the Schedule of Services. Submission of such progress report by Consultant shall be a condition precedent to receipt of payment from the Commission for each monthly invoice submitted. 12. Delay in Performance. 12.1 Excusable Delays. Should Consultant be delayed or prevented from the timely performance of any act or Services required by the terms of the Agreement by reason of acts of God or of the public enemy, acts or omissions of the Commission or other governmental agencies in either their sovereign or contractual capacities, fires, floods, pandemics, epidemics, quarantine restrictions, strikes, freight embargoes or unusually severe weather, performance of such act shall be excused for the period of such delay. 12.2 Written Notice. If Consultant believes it is entitled to an extension of time due to conditions set forth in subsection 12.1, Consultant shall provide written notice to the Commission within seven (7) working days from the time Consultant knows, or reasonably should have known, that performance of the Services will be delayed due to such conditions. Failure of Consultant to provide such timely notice shall constitute a waiver by Consultant of any right to an excusable delay in time of performance. 12.3 Mutual Agreement. Performance of any Services under this Agreement may be delayed upon mutual agreement of the Parties. Upon such agreement, Consultant's Schedule of Services shall be extended as necessary by the Commission. Consultant shall take all reasonable steps to minimize delay in completion, and additional costs, resulting from any such extension. 13. Preliminary Review of Work. All reports, working papers, and similar work products prepared for submission in the course of providing Services under this Agreement shall be submitted to the Commission’s Contract Administrator in draft form, and the Commission may require revisions of such drafts prior to formal submission and approval. In the event plans and designs are to be developed as part of the Project, final detailed plans and designs shall be contingent upon obtaining environmental clearance as may be required in connection with Federal funding. In the event that Commission’s Contract Administrator, in his or her sole discretion, determines the formally submitted work product to be not in accordance with the standard of care established under this Agreement, Commission’s Contract Administrator may require Consultant to revise and resubmit the work at no cost to the Commission. 14. Appearance at Hearings. If and when required by the Commission, Consultant shall render assistance at public hearings or other meetings related to the Project or necessary to the performance of the Services. However, Consultant shall not be required to, and will not, render any decision, interpretation or recommendation regarding questions of a legal nature or which may be construed as constituting a legal opinion. DR A F T 202 17336.00600\33928482.2 9 15. Opportunity to Cure; Inspection of Work. Commission may provide Consultant an opportunity to cure, at Consultant's expense, all errors and omissions which may be disclosed during Project implementation. Should Consultant fail to make such correction in a timely manner, such correction may be made by the Commission, and the cost thereof charged to Consultant. Consultant shall allow the Commission’s Contract Administrator and Caltrans to inspect or review Consultant's work in progress at any reasonable time. 16. Claims Filed by Contractor. 16.1 If claims are filed by the Commission’s contractor for the Project (“Contractor”) relating to work performed by Consultant’s personnel, and additional information or assistance from the Consultant’s personnel is required by the Commission in order to evaluate or defend against such claims; Consultant agrees to make reasonable efforts to make its personnel available for consultation with the Commission’s construction contract administration and legal staff and for testimony, if necessary, at depositions and at trial or arbitration proceedings. 16.2 Consultant’s personnel that the Commission considers essential to assist in defending against Contractor claims will be made available on reasonable notice from the Commission. Consultation or testimony will be reimbursed at the same rates, including travel costs that are being paid for the Consultant’s personnel services under this Agreement. 16.3 Services of the Consultant’s personnel and other support staff in connection with Contractor claims will be performed pursuant to a written contract amendment, if necessary, extending the termination date of this Agreement in order to finally resolve the claims. 16.4 Nothing contained in this Section shall be construed to in any way limit Consultant’s indemnification obligations contained in Section 29. In the case of any conflict between this Section and Section 29, Section 29 shall govern. This Section is not intended to obligate the Commission to reimburse Consultant for time spent by its personnel related to Contractor claims for which Consultant is required to indemnify and defend the Commission pursuant to Section 29 of this Agreement. 17. Final Acceptance. Upon determination by the Commission that Consultant has satisfactorily completed the Services required under this Agreement and within the term set forth herein the Commission shall give Consultant a written Notice of Final Acceptance. Upon receipt of such notice, Consultant shall incur no further costs hereunder, unless otherwise specified in the Notice of Final Acceptance. Consultant may request issuance of a Notice of Final Acceptance when, in its opinion, it has satisfactorily completed all Services required under the terms of this Agreement. In the event copyrights are permitted under this Agreement, then in connection with Federal funding, it is hereby acknowledged and agreed that the United States Department of Transportation shall have the royalty-free non-exclusive and irrevocable right to DR A F T 203 17336.00600\33928482.2 10 reproduce, publish, or otherwise use, and to authorize others to use, the work for governmental purposes. 18. Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. For example, and not by way of limitation, Consultant shall keep itself fully informed of and in compliance with all implementing regulations, design standards, specifications, previous commitments that must be incorporated in the design of the Project, and administrative controls including those of the United States Department of Transportation. Compliance with Federal procedures may include completion of the applicable environmental documents and approved by the United States Department of Transportation. For example, and not by way of limitation, a signed Categorical Exclusion, Finding of No Significant Impact, or published Record of Decision may be required to be approved and/or completed by the United States Department of Transportation. For Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the Commission, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold Commission, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 19. Fees and Payment. 19.1 The method of payment for this Agreement will be based on actual cost plus a fixed fee. Commission shall reimburse Consultant for actual costs (including labor costs, employee benefits, travel, equipment rental costs, overhead and other direct costs) incurred by Consultant in performance of the Services. Consultant shall not be reimbursed for actual costs that exceed the estimated wage rates, employee benefits, travel, equipment rental, overhead, and other estimated costs set forth in the approved Consultant cost proposal attached hereto as Exhibit “B” and incorporated herein by reference, or any cost proposal included as part of a Task Order (“Cost Proposal”) unless additional reimbursement is provided for by written amendment. In no event, shall Consultant be reimbursed for overhead costs at a rate that exceeds Commission’s approved overhead rate set forth in the Cost Proposal. To the extent legally permissible, Consultant’s approved overhead rate shall be fixed for the term of this Agreement. In the event that Commission determines that a change to the Services from that specified in the Cost Proposal, this Agreement or any Task Order is required, the Agreement time or actual costs reimbursable by Commission shall be adjusted by written amendment to accommodate the changed work. The maximum total cost as specified in Section 19.8 shall not be exceeded, unless authorized by a written amendment. 19.2 In addition to the allowable incurred costs, Commission shall pay Consultant a fixed fee to be set forth in each Task Order (“Fixed Fee”). The Fixed Fee is DR A F T 204 17336.00600\33928482.2 11 nonadjustable for each Task Order, except in the event of a significant change in the Scope of Services, and such adjustment is made by written amendment. 19.3 Reimbursement for transportation and subsistence costs shall not exceed the rates specified in the approved Cost Proposal. In addition, payments to Consultant for travel and subsistence expenses claimed for reimbursement or applied as local match credit shall not exceed rates authorized to be paid exempt non- represented State employees under current State Department of Personnel Administration (DPA) rules, unless otherwise authorized by Commission. If the rates invoiced are in excess of those authorized DPA rates, and Commission has not otherwise approved said rates, then Consultant is responsible for the cost difference and any overpayments shall be reimbursed to the Commission on demand. 19.4 When milestone cost estimates are included in the approved Cost Proposal for a Task Order, Consultant shall obtain prior written approval for a revised milestone cost estimate from the Contract Administrator before exceeding such cost estimate. 19.5 Progress payments shall be made monthly in arrears based on Services provided and allowable incurred costs. A pro rata portion of the Fixed Fee shall be included in the monthly progress payments. If Consultant fails to submit the required deliverable items according to the schedule set forth in the Scope of Services, Commission shall have the right to delay payment or terminate this Agreement in accordance with the provisions of Section 21, Termination. 19.6 No payment shall be made prior to approval of any Services, nor for any Services performed prior to approval of this Agreement. 19.7 Consultant shall be reimbursed, as promptly as fiscal procedures will permit upon receipt by Commission’s Contract Administrator of itemized invoices in triplicate. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Consultant is billing. Invoices shall detail the work performed on each milestone and each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference this Agreement number and project title. Final invoice must contain the final cost and all credits due Commission including any equipment purchased under the Equipment Purchase provisions of this Agreement. The final invoice should be submitted within 60 calendar days after completion of Consultant’s work. Invoices shall be mailed to Commission’s Contract Administrator at the following address: Riverside County Transportation Commission Attention: Accounts Payable P.O. 12008 Riverside, CA 92502 19.8 The total amount payable by Commission, including the Fixed Fee, shall not exceed the amount set forth in each Task Order. DR A F T 205 17336.00600\33928482.2 12 19.9 Commission has or will enter into four (4) task order contracts for performance of the Scope of Services identified in Exhibit “A”, including this Agreement (“Design & Environmental Services Task Order Contracts”). The other Design & Environmental Services Task Order Contracts are HDR Engineering Inc.; RailPros, Inc.; and STV Incorporated. The total amount payable by Commission for the Design & Environmental Services Task Order Contracts shall not exceed a cumulative maximum total value of Ten Million Dollars ($10,000,000) (“NTE Sum”). It is understood and agreed that there is no guarantee, either expressed or implied that this dollar amount will be authorized under the Design & Environmental Services Task Order Contracts through Task Orders. Each time a Task Order is awarded under any of the Design & Environmental Services Task Order Contracts, Commission must send written notification to Consultant and each of the other consultants entering into the Design & Environmental Services Task Order Contracts. The notice must identify the total funds allocated under issued Task Orders, and the remaining unencumbered amount of the NTE Sum. Consultant acknowledges and agrees that Commission must not pay any amount under this Agreement that would exceed the NTE Sum, and Consultant must not enter into a Task Order that exceeds the NTE Sum. 19.10 Salary increases shall be reimbursable if the new salary is within the salary range identified in the approved Cost Proposal and is approved by Commission’s Contract Administrator. For personnel subject to prevailing wage rates as described in the California Labor Code, all salary increases, which are the direct result of changes in the prevailing wage rates are reimbursable. 19.11 Consultant shall not be reimbursed for any expenses unless authorized in writing by the Commission’s Contract Administrator. 19.12 All subcontracts in excess of $25,000 shall contain the above provisions. 20. Disputes. 20.1 Any dispute, other than audit, concerning a question of fact arising under this Agreement that is not disposed of by mutual agreement of the Parties shall be decided by a committee consisting of RCTC’s Contract Administrator and the Director of Capital Projects, who may consider written or verbal information submitted by Consultant. 20.2 Not later than 30 days after completion of all Services under this Agreement, Consultant may request review by the Commission’s Executive Director of unresolved claims or disputes, other than audit. The request for review will be submitted in writing. 20.3 Neither the pendency of a dispute, nor its consideration by the committee will excuse Consultant from full and timely performance in accordance with the terms of this Agreement. DR A F T 206 17336.00600\33928482.2 13 21. Termination. 21.1 Commission reserves the right to terminate this Agreement upon thirty (30) calendar days written notice to Consultant, for any or no reason, with the reasons for termination stated in the notice. Commission may terminate Services under a Task Order, at any time, for any or no reason, with the effective date of termination to be specified in the notice of termination of Task Order. 21.2 Commission may terminate this Agreement with Consultant should Consultant fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, Commission may proceed with the Services in any manner deemed proper by Commission. If Commission terminates this Agreement with Consultant, Commission shall pay Consultant the sum due to Consultant under this Agreement for Services completed and accepted prior to termination, unless the cost of completion to Commission exceeds the funds remaining in the Agreement. In such case, the overage shall be deducted from any sum due Consultant under this Agreement and the balance, if any, shall be paid to Consultant upon demand. 21.3 In addition to the above, payment upon termination shall include a prorated amount of profit, if applicable, but no amount shall be paid for anticipated profit on unperformed Services. Consultant shall provide documentation deemed adequate by Commission’s Contract Administrator to show the Services actually completed by Consultant prior to the effective date of termination. This Agreement shall terminate on the effective date of the Notice of Termination 21.4 Upon receipt of the written Notice of Termination, Consultant shall discontinue all affected Services as directed in the Notice or as otherwise provided herein, and deliver to the Commission all Documents and Data, as defined in this Agreement, as may have been prepared or accumulated by Consultant in performance of the Services, whether completed or in progress. 21.5 In addition to the above, Consultant shall be liable to the Commission for any reasonable additional costs incurred by the Commission to revise work for which the Commission has compensated Consultant under this Agreement, but which the Commission has determined in its sole discretion needs to be revised, in part or whole, to complete the Project because it did not meet the standard of care established in this Agreement. Termination of this Agreement for cause may be considered by the Commission in determining whether to enter into future agreements with Consultant. 21.6 The rights and remedies of the Parties provided in this Section are in addition to any other rights and remedies provided by law or under this Agreement. 21.7 Consultant, in executing this Agreement, shall be deemed to have waived any and all claims for damages which may otherwise arise from the Commission's termination of this Agreement, for convenience or cause, as provided in this Section. DR A F T 207 17336.00600\33928482.2 14 21.8 Consultant may not terminate this Agreement except for cause. 22. Cost Principles and Administrative Requirements. 22.1 Consultant agrees that the Contract Cost Principles and Procedures, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., shall be used to determine the cost allowability of individual items. 22.2 Consultant also agrees to comply with federal procedures in accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. 22.3 Any costs for which payment has been made to CONSULTANT that are determined by subsequent audit to be unallowable under 2 CFR, Part 200 and 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., are subject to repayment by Consultant to Commission. 22.4 All subcontracts in excess of $25,000 shall contain the above provisions. 23. Retention of Records/Audit. For the purpose of determining compliance with, as applicable, 2 CFR Part 200, Public Contract Code 10115, et seq. and Title 21, California Code of Regulations, Chapter 21, Section 2500 et seq., when applicable and other matters connected with the performance of this Agreement pursuant to Government Code 8546.7; Consultant, subconsultants, and Commission shall maintain and make available for inspection all books, documents, papers, accounting records, and other evidence pertaining to the performance of this Agreement, including but not limited to, the costs of administering this Agreement. All parties shall make such materials available at their respective offices at all reasonable times during the Agreement period and for three years from the date of final payment under this Agreement. The State, State Auditor, Commission, or any duly authorized representative of the State or Federal Government shall have access to any books, records, and documents of Consultant and it’s certified public accountants (CPA) work papers that are pertinent to this Agreement and, if applicable, indirect cost rates (ICR) for audit, examinations, excerpts, and transactions, and copies thereof shall be furnished if requested. Subcontracts in excess of $25,000 shall contain this provision. 23.1 Accounting System. Consultant and its subcontractors shall establish and maintain an accounting system and records that properly accumulate and segregate expenditures by line item for the Services. The accounting system of Consultant and its subcontractors shall conform to Generally Accepted Accounting Principles (GAAP), enable the determination of incurred costs at interim points of completion, and provide support for reimbursement payment vouchers or invoices. DR A F T 208 17336.00600\33928482.2 15 24. Audit Review Procedures. 24.1 Any dispute concerning a question of fact arising under an interim or post audit of this Agreement that is not disposed of by agreement, shall be reviewed by Commission’s Chief Financial Officer. 24.2 Not later than 30 days after issuance of the final audit report, Consultant may request a review by Commission’s Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. 24.3 Neither the pendency of a dispute nor its consideration by Commission shall excuse Consultant from full and timely performance, in accordance with the terms of this Agreement. 25. Subcontracting. 25.1 Nothing contained in this Agreement or otherwise, shall create any contractual relation between Commission and any subconsultant(s), and no subcontract shall relieve Consultant of its responsibilities and obligations hereunder. Consultant agrees to be as fully responsible to Commission for the acts and omissions of its subconsultant(s) and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by Consultant. Consultant’s obligation to pay its subconsultant(s) is an independent obligation from Commission’s obligation to make payments to the Consultant. 25.2 Consultant shall perform the Services contemplated with resources available within its own organization and no portion of the Services pertinent to this Agreement shall be subcontracted without written authorization by Commission’s Contract Administrator, except that, which is expressly identified in the approved Cost Proposal. 25.3 Consultant shall pay its subconsultants within ten (10) calendar days from receipt of each payment made to Consultant by Commission. 25.4 Any subcontract in excess of $25,000 entered into as a result of this Agreement shall contain all the provisions stipulated in this Agreement to be applicable to subconsultants. 25.5 Any substitution of subconsultant(s) must be approved in writing by Commission’s Contract Administrator prior to the start of work by the subconsultant(s). 25.6 Exhibit “B” may set forth the rates at which each subconsultant shall bill the Consultant for Services and that are subject to reimbursement by the Commission to Consultant. Additional Direct Costs, as defined in Exhibit “B” shall be the same for both the Consultant and all subconsultants, unless otherwise identified in Exhibit “B” or in a Task Order. The subconsultant rate schedules and cost proposals contained herein are for accounting purposes only. DR A F T 209 17336.00600\33928482.2 16 26. Equipment Purchase 26.1 Prior authorization, in writing, by Commission’s Contract Administrator shall be required before Consultant enters into any unbudgeted purchase order, or subcontract for supplies, equipment, or services. Consultant shall provide an evaluation of the necessity or desirability of incurring such costs. 26.2 For purchase of any item, service or consulting work not covered in the Cost Proposal and exceeding $5,000 prior authorization, in writing, by Commission’s Contract Administrator is required. Three competitive quotations must be submitted with the request for such purchase, or the absence of bidding must be adequately justified. 26.3 Any equipment purchased as a result of this Agreement is subject to the following: Consultant shall maintain an inventory of all nonexpendable property. Nonexpendable property is defined as having a useful life of at least two years and an acquisition cost of $5,000 or more. If the purchased equipment needs replacement and is sold or traded in, Commission shall receive a proper refund or credit at the conclusion of this Agreement, or if this Agreement is terminated, Consultant may either keep the equipment and credit Commission in an amount equal to its fair market value, or sell such equipment at the best price obtainable at a public or private sale, in accordance with established Commission procedures; and credit Commission in an amount equal to the sales price. If Consultant elects to keep the equipment, fair market value shall be determined at Consultant’s expense, on the basis of a competent independent appraisal of such equipment. Appraisals shall be obtained from an appraiser mutually agreeable to by Commission and Consultant. If Consultant determines to sell the equipment, the terms and conditions of such sale must be approved in advance by Commission. 2 CFR, Part 200 requires a credit to Federal funds when participating equipment with a fair market value greater than $5,000 is credited to the Project. 26.4 All subcontracts in excess $25,000 shall contain the above provisions. 27. Labor Code Requirements. 27.1 Prevailing Wages. (a) Consultant shall comply with the State of California’s General Prevailing Wage Rate requirements in accordance with California Labor Code, Section 1770, and all Federal, State, and local laws and ordinances applicable to the Services. (b) Any subcontract entered into as a result of this Agreement, if for more than $25,000 for public works construction or more than $15,000 for the alteration, demolition, repair, or maintenance of public works, shall contain all of the provisions of this Section. (c) When prevailing wages apply to the Services described in the Scope of Services, transportation and subsistence costs shall be reimbursed at the DR A F T 210 17336.00600\33928482.2 17 minimum rates set by the Department of Industrial Relations (DIR) as outlined in the applicable Prevailing Wage Determination. See http://www.dir.ca.gov. (d) Copies of the prevailing rate of per diem wages in effect at commencement of this Agreement are on file at the Commission’s offices. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant’s principal place of business and at the project site. Consultant shall defend, indemnify and hold the Commission, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 27.2 DIR Registration. Since the Services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements. 27.3 Eight-Hour Law. Pursuant to the provisions of the California Labor Code, eight hours of labor shall constitute a legal day’s work, and the time of service of any worker employed on the work shall be limited and restricted to eight hours during any one calendar day, and forty hours in any one calendar week, except when payment for overtime is made at not less than one and one-half the basic rate for all hours worked in excess of eight hours per day (“Eight-Hour Law”), unless Consultant or the Services are not subject to the Eight-Hour Law. Consultant shall forfeit to Commission as a penalty, $50.00 for each worker employed in the execution of this Agreement by him, or by any sub-consultant under him, for each calendar day during which such workman is required or permitted to work more than eight hours in any calendar day and forty hours in any one calendar week without such compensation for overtime violation of the provisions of the California Labor Code, unless Consultant or the Services are not subject to the Eight-Hour Law. 27.4 Employment of Apprentices. This Agreement shall not prevent the employment of properly indentured apprentices in accordance with the California Labor Code, and no employer or labor union shall refuse to accept otherwise qualified employees as indentured apprentices on the work performed hereunder solely on the ground of race, creed, national origin, ancestry, color or sex. Every qualified apprentice shall be paid the standard wage paid to apprentices under the regulations of the craft or trade in which he or she is employed and shall be employed only in the craft or trade to which he or she is registered. If California Labor Code Section 1777.5 applies to the Services, Consultant and any subcontractor hereunder who employs workers in any apprenticeable craft or trade DR A F T 211 17336.00600\33928482.2 18 shall apply to the joint apprenticeship council administering applicable standards for a certificate approving Consultant or any sub-consultant for the employment and training of apprentices. Upon issuance of this certificate, Consultant and any sub-consultant shall employ the number of apprentices provided for therein, as well as contribute to the fund to administer the apprenticeship program in each craft or trade in the area of the work hereunder. The parties expressly understand that the responsibility for compliance with provisions of this Section and with Sections 1777.5, 1777.6 and 1777.7 of the California Labor Code in regard to all apprenticeable occupations lies with Consultant 28. Ownership of Materials/Confidentiality. 28.1 Documents & Data. This Agreement creates an exclusive and perpetual license for Commission to copy, use, modify, reuse, or sub-license any and all copyrights and designs embodied in plans, specifications, studies, drawings, estimates, materials, data and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”). Consultant shall require all subcontractors to agree in writing that Commission is granted an exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to grant the exclusive and perpetual license for all such Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the Commission. Commission shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at Commission’s sole risk. 28.2 Intellectual Property. In addition, Commission shall have and retain all right, title and interest (including copyright, patent, trade secret and other proprietary rights) in all plans, specifications, studies, drawings, estimates, materials, data, computer programs or software and source code, enhancements, documents, and any and all works of authorship fixed in any tangible medium or expression, including but not limited to, physical drawings or other data magnetically or otherwise recorded on computer media (“Intellectual Property”) prepared or developed by or on behalf of Consultant under this Agreement as well as any other such Intellectual Property prepared or developed by or on behalf of Consultant under this Agreement. The Commission shall have and retain all right, title and interest in Intellectual Property developed or modified under this Agreement whether or not paid for DR A F T 212 17336.00600\33928482.2 19 wholly or in part by Commission, whether or not developed in conjunction with Consultant, and whether or not developed by Consultant. Consultant will execute separate written assignments of any and all rights to the above referenced Intellectual Property upon request of Commission. Consultant shall also be responsible to obtain in writing separate written assignments from any subcontractors or agents of Consultant of any and all right to the above referenced Intellectual Property. Should Consultant, either during or following termination of this Agreement, desire to use any of the above-referenced Intellectual Property, it shall first obtain the written approval of the Commission. All materials and documents which were developed or prepared by the Consultant for general use prior to the execution of this Agreement and which are not the copyright of any other party or publicly available and any other computer applications, shall continue to be the property of the Consultant. However, unless otherwise identified and stated prior to execution of this Agreement, Consultant represents and warrants that it has the right to grant the exclusive and perpetual license for all such Intellectual Property as provided herein. Commission further is granted by Consultant a non-exclusive and perpetual license to copy, use, modify or sub-license any and all Intellectual Property otherwise owned by Consultant which is the basis or foundation for any derivative, collective, insurrectional, or supplemental work created under this Agreement. 28.3 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of Commission, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use Commission's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of Commission. 28.4 Infringement Indemnification. Consultant shall defend, indemnify and hold the Commission, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by Commission of the Documents & Data, including any method, process, product, or concept specified or depicted. DR A F T 213 17336.00600\33928482.2 20 29. Indemnification. To the fullest extent permitted by law, Consultant shall defend, indemnify and hold Commission, Caltrans and their directors, officials, officers, employees, consultants, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, inverse condemnation, and any claims related to property acquisition and relocation rules or failure to detect or abate hazardous materials, which are brought by a third party, and which , in any manner arise out of or are incident to alleged negligent acts, omissions, or willful misconduct of Consultant, its officials, officers, employees, agents, consultants, and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of consequential damages, expert witness fees, and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against Commission, Caltrans, and their directors, officials, officers, employees, consultants, agents, or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against Commission, Caltrans or their directors, officials, officers, employees, consultants, agents, or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse Commission, Caltrans and their directors, officials, officers, employees, consultants, agents, and/or volunteers, for any and all legal expenses and costs, including reasonable attorney’s fees, incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Commission, Caltrans or their directors, officials officers, employees, consultants, agents, or volunteers. If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault. Consultant’s obligations as set forth in this Section shall survive expiration or termination of this Agreement. 30. Insurance. 30.1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the Commission that it has secured all insurance required under this Section, in a form and with insurance companies acceptable to the Commission. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this Section. 30.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to DR A F T 214 17336.00600\33928482.2 21 persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (a) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001 or exact equivalent); (2) Automobile Liability: Insurance Services Office Business Auto Coverage (form CA 0001, code 1 (any auto) or exact equivalent); and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. (b) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit. Limits may be achieved by any combination of primary and excess or umbrella liability insurance; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage. Limits may be achieved by any combination of primary and excess or umbrella liability insurance; and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation limits as required by the Labor Code of the State of California. Employer’s Practices Liability limits of $1,000,000 per accident. 30.3 Professional Liability. Consultant shall procure and maintain, and require its sub-consultants to procure and maintain, for a period of five (5) years following completion of the Project, errors and omissions liability insurance appropriate to their profession. For Consultant, such insurance shall be in an amount not less than $1,000,000 per claim. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend. Subconsultants of Consultant shall obtain such insurance in an amount not less than $2,000,000 per claim. Notwithstanding the foregoing, the Commission may consider written requests to lower or dispense with the errors and omissions liability insurance requirement contained in this Section for certain subconsultants of Consultant, on a case-by-case basis, depending on the nature and scope of the Services to be provided by the subconsultant. Approval of such request shall be in writing, signed by the Commission’s Contract Administrator. 30.4 Aircraft Liability Insurance. Prior to conducting any Services requiring use of aircraft, Consultant shall procure and maintain, or cause to be procured and maintained, aircraft liability insurance or equivalent form, with a single limit as shall DR A F T 215 17336.00600\33928482.2 22 be required by the Commission. Such insurance shall include coverage for owned, hired and non-owned aircraft and passengers, and shall name, or be endorsed to name, the Commission, Caltrans and their directors, officials, officers, employees and agents as additional insureds with respect to the Services or operations performed by or on behalf of the Consultant. 30.5 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the Commission to add the following provisions to the insurance policies: (a) General Liability. (i) Commercial General Liability Insurance must include coverage for (1) bodily Injury and property damage; (2) personal Injury/advertising Injury; (3) premises/operations liability; (4) products/completed operations liability; (5) aggregate limits that apply per Project; (6) explosion, collapse and underground (UCX) exclusion deleted; (7) contractual liability with respect to this Agreement; (8) broad form property damage; and (9) independent consultants coverage. (ii) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; or (3) contain any other exclusion contrary to this Agreement. (iii) The policy shall give the Commission, its directors, officials, officers, employees, and agents insured status using ISO endorsement forms 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (iv) The additional insured coverage under the policy shall be “primary and non-contributory” and will not seek contribution from the Commission’s or Caltrans’ insurance or self-insurance and shall be at least as broad as CG 20 01 04 13, or endorsements providing the exact same coverage. (b) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the Commission, Caltrans and their directors, officials, officers, employees and agents shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be primary insurance as respects the Commission, Caltrans and their directors, officials, officers, employees and agents, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant’s scheduled underlying coverage. Any insurance or self-insurance maintained by the Commission, Caltrans and their directors, officials, officers, employees and agents shall be excess of the Consultant’s insurance and shall not be called upon to contribute with it in any way. (c) Workers’ Compensation and Employers Liability Coverage. DR A F T 216 17336.00600\33928482.2 23 (i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (ii) The insurer shall agree to waive all rights of subrogation against the Commission, its directors, officials, officers, employees and agents for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. (d) All Coverages. (i) Defense costs shall be payable in addition to the limits set forth hereunder. (ii) Requirements of specific coverage or limits contained in this Section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits set forth herein shall be available to the Commission, Caltrans and their directors, officials, officers, employees and agents as additional insureds under said policies. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. (iii) The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the Commission (if agreed to in a written contract or agreement) before the Commission’s own insurance or self-insurance shall be called upon to protect it as a named insured. The umbrella/excess policy shall be provided on a “following form” basis with coverage at least as broad as provided on the underlying policy(ies). (iv) Consultant shall provide the Commission at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the Commission at least ten (10) days prior to the effective date of cancellation or expiration. (v) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage DR A F T 217 17336.00600\33928482.2 24 continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. (vi) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the Commission, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification. (vii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, Commission has the right but not the duty to obtain the insurance it deems necessary and any premium paid by Commission will be promptly reimbursed by Consultant or Commission will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, Commission may cancel this Agreement. The Commission may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (viii) Neither the Commission nor any of its directors, officials, officers, employees or agents shall be personally responsible for any liability arising under or by virtue of this Agreement. 30.6 Deductibles and Self-Insurance Retentions. Any deductibles or self- insured retentions must be declared to and approved by the Commission. If the Commission does not approve the deductibles or self-insured retentions as presented, Consultant shall guarantee that, at the option of the Commission, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the Commission, its directors, officials, officers, employees and agents; or, (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expense. 30.7 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating no less than A:VIII, licensed to do business in California, and satisfactory to the Commission. 30.8 Verification of Coverage. Consultant shall furnish Commission with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the Commission. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements must be received and approved by the Commission before work commences. The Commission reserves the right to require complete, certified copies of all required insurance policies, at any time. DR A F T 218 17336.00600\33928482.2 25 30.9 Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the Commission that they have secured all insurance required under this Section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the Commission as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, the Commission may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants. 30.10 Other Insurance. At its option, the Commission may require such additional coverage(s), limits and/or the reduction of deductibles or retentions it considers reasonable and prudent based upon risk factors that may directly or indirectly impact the Project. In retaining this option Commission does not warrant Consultant’s insurance program to be adequate. Consultant shall have the right to purchase insurance in addition to the insurance required in this Section. 31. Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. Pursuant to the authority contained in Section 591 of the Vehicle Code, the Commission has determined that the Project will contain areas that are open to public traffic. Consultant shall comply with all of the requirements set forth in Divisions 11, 12, 13, 14, and 15 of the Vehicle Code. Consultant shall take all reasonably necessary precautions for safe operation of its vehicles and the protection of the traveling public from injury and damage from such vehicles. 32. Additional Work. Any work or activities that are in addition to, or otherwise outside of, the Services to be performed pursuant to this Agreement shall only be performed pursuant to a separate agreement between the parties. Notwithstanding the foregoing, the Commission’s Executive Director may make a change to the Agreement, other than a Cardinal Change. For purposes of this Agreement, a Cardinal Change is a change which is “outside the scope” of the Agreement; in other words, work which should not be regarded as having been fairly and reasonably within the contemplation of the parties when the Agreement was entered into. An example of a change which is not a Cardinal Change would be where, in a contract to construct a building there are many changes in the materials used, but the size and layout of the building remains the same. DR A F T 219 17336.00600\33928482.2 26 Cardinal Changes are not within the authority of this provision to order, and shall be processed by the Commission as “sole source” procurements according to applicable law, including the requirements of FTA Circular 4220.1D, paragraph 9(f). (a) In addition to the changes authorized above, a modification which is signed by Consultant and the Commission’s Executive Director, other than a Cardinal Change, may be made in order to: (1) make a negotiated equitable adjustment to the Agreement price, delivery schedule and other terms resulting from the issuance of a Change Order, (2) reflect definitive letter contracts, and (3) reflect other agreements of the parties modifying the terms of this Agreement (“Bilateral Contract Modification”). (b) Consultant shall not perform, nor be compensated for any change, without written authorization from the Commission’s Executive Director as set forth herein. In the event such a change authorization is not issued and signed by the Commission’s Executive Director, Consultant shall not provide such change. 33. Prohibited Interests. 33.1 Solicitation. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the Commission shall have the right to rescind this Agreement without liability. 33.2 Consultant Conflict of Interest. (a) Consultant shall disclose any financial, business, or other relationship with Commission that may have an impact upon the outcome of this Agreement, or any ensuing Commission construction project. Consultant shall also list current clients who may have a financial interest in the outcome of this Agreement, or any ensuing Commission construction project, which will follow. (b) Consultant hereby certifies that it does not now have, nor shall it acquire any financial or business interest that would conflict with the performance of services under this Agreement. (c) Any subcontract in excess of $25,000 entered into as a result of this Agreement, shall contain all of the provisions of this Article. (d) Consultant further certifies that neither Consultant, nor any firm affiliated with Consultant, will bid on any construction subcontracts included within the construction contract. Additionally, Consultant certifies that no person working under DR A F T 220 17336.00600\33928482.2 27 this Agreement is also employed by the construction contractor for any project included within this Agreement. 33.3 Commission Conflict of Interest. For the term of this Agreement, no member, officer or employee of the Commission, during the term of his or her service with the Commission, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 33.4 Conflict of Employment. Employment by the Consultant of personnel currently on the payroll of the Commission shall not be permitted in the performance of this Agreement, even though such employment may occur outside of the employee's regular working hours or on weekends, holidays or vacation time. Further, the employment by the Consultant of personnel who have been on the Commission payroll within one year prior to the date of execution of this Agreement, where this employment is caused by and or dependent upon the Consultant securing this or related Agreements with the Commission, is prohibited. 33.5 Covenant Against Contingent Fees. As required in connection with federal funding, the Consultant warrants that he/she has not employed or retained any company or person, other than a bona fide employee working for the Consultant, to solicit or secure this Agreement, and that he/she has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or formation of this Agreement. For breach or violation of this warranty, the Commission shall have the right to terminate this Agreement without liability pursuant to the terms herein, or at its discretion to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 33.6 Rebates, Kickbacks or Other Unlawful Consideration. Consultant warrants that this Agreement was not obtained or secured through rebates kickbacks or other unlawful consideration, either promised or paid to any Commission employee. For breach or violation of this warranty, Commission shall have the right in its discretion; to terminate this Agreement without liability; to pay only for the value of the work actually performed; or to deduct from the Agreement price; or otherwise recover the full amount of such rebate, kickback or other unlawful consideration. 33.7 Covenant Against Expenditure of Commission, State or Federal Funds for Lobbying. The Consultant certifies that to the best of his/ her knowledge and belief no state, federal or local agency appropriated funds have been paid, or will be paid by or on behalf of the Consultant to any person for the purpose of influencing or attempting to influence an officer or employee of any state or federal agency; a Member of the State Legislature or United States Congress; an officer or employee of the Legislature or Congress; or any employee of a Member of the Legislature or Congress, in connection with the award of any state or federal contract, grant, loan, or cooperative agreement, or the extension, continuation, renewal, amendment, or modification of any state or federal contract, grant, loan, or cooperative agreement. DR A F T 221 17336.00600\33928482.2 28 (a) If any funds other than federal appropriated funds have been paid, or will be paid to any person for the purpose of influencing or attempting to influence an officer or employee of any federal agency; a Member of Congress; an officer or employee of Congress, or an employee of a Member of Congress; in connection with this Agreement, the Consultant shall complete and submit the attached Exhibit "F", Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with the attached instructions. (b) The Consultant's certification provided in this Section is a material representation of fact upon which reliance was placed when this Agreement was entered into, and is a prerequisite for entering into this Agreement pursuant to Section 1352, Title 31, US. Code. Failure to comply with the restrictions on expenditures, or the disclosure and certification requirements set forth in Section 1352, Title 31, US. Code may result in a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. (c) The Consultant also agrees by signing this Agreement that he/she shall require that the language set forth in this Section 3.23.5 be included in all Consultant subcontracts which exceed $100,000, and that all such subcontractors shall certify and disclose accordingly. 33.8 Employment Adverse to the Commission. Consultant shall notify the Commission, and shall obtain the Commission’s written consent, prior to accepting work to assist with or participate in a third-party lawsuit or other legal or administrative proceeding against the Commission during the term of this Agreement. 34. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 35. Right to Employ Other Consultants. Commission reserves the right to employ other consultants in connection with the Project. 36. Governing Law. This Agreement shall be governed by and construed with the laws of the State of California. Venue shall be in Riverside County. 37. Disputes; Attorneys' Fees. 37.1 Prior to commencing any action hereunder, the Parties shall attempt in good faith to resolve any dispute arising between them. The pendency of a dispute shall not excuse Consultant from full and timely performance of the Services. 37.2. If the Parties are unable to resolve a dispute after attempting in good faith to do so, the Parties may seek any other available remedy to resolve the dispute. If DR A F T 222 17336.00600\33928482.2 29 either Party commences an action against the other Party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing Party in such litigation shall be entitled to have and recover from the losing Party reasonable attorneys' fees and, all other costs of such actions. 38. Time of Essence. Time is of the essence for each and every provision of this Agreement. 39. Headings. Article and Section Headings, paragraph captions or marginal headings contained in this Agreement are for convenience only and shall have no effect in the construction or interpretation of any provision herein. 40. Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: CONSULTANT: COMMISSION: Moffatt & Nichol Riverside County Transportation Commission 3536 Concours, Suite 200 4080 Lemon Street, 3rd Floor Ontario, CA 91764 Riverside, CA 92501 Attn: Sam Mansour Attn: Executive Director Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. mail, first class postage prepaid, and addressed to the Party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 41. Conflicting Provisions. In the event that provisions of any attached exhibits conflict in any way with the provisions set forth in this Agreement, the language, terms and conditions contained in this Agreement shall control the actions and obligations of the Parties and the interpretation of the Parties' understanding concerning the performance of the Services. 42. Amendment or Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 43. Entire Agreement. This Agreement contains the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior negotiations, agreements or understandings. 44. Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 45. Provisions Applicable When State Funds or Federal Funds Are Involved. When funding for the Services under a Task Order is provided, in whole or in part, from DR A F T 223 17336.00600\33928482.2 30 Caltrans, Consultant shall also fully and adequately comply with the provisions included in Exhibit “C” (California Department of Transportation requirements) attached hereto and incorporated herein by reference. When funding for the Services under a Task Order is provided, in whole or in part, from the FTA, Consultant shall also fully and adequately comply with the provisions included in Exhibit “D” (FTA Requirements) attached hereto and incorporated herein by reference. 46. Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification and confidentiality obligations, shall survive any such expiration or termination. 47. No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 48. Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 49. Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 50. Subpoenas or Court Orders. Should Consultant receive a subpoena or court order related to this Agreement, the Services or the Project, Consultant shall immediately provide written notice of the subpoena or court order to the Commission. Consultant shall not respond to any such subpoena or court order until notice to the Commission is provided as required herein, and shall cooperate with the Commission in responding to the subpoena or court order. 51. Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein, without the prior written consent of the Commission. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 52. Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties, and shall not be assigned by Consultant without the prior written consent of Commission. 53. Incorporation of Recitals. The recitals set forth above are true and correct and are incorporated into this Agreement as though fully set forth herein. 54. No Waiver. Failure of Commission to insist on any one occasion upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any DR A F T 224 17336.00600\33928482.2 31 rights or powers hereunder at any one time or more times be deemed a waiver or relinquishment of such other right or power at any other time or times. [Signatures on following page] DR A F T 225 17336.00600\33928482.2 32 SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT WITH FTA AND PROPOSITION 1B FUNDING/ASSISTANCE IN WITNESS WHEREOF, this Agreement was executed on the date first written above. RIVERSIDE COUNTY TRANSPORTATION COMMISSION By: [INSERT NAME] Chair Approved as to Form: By: Best, Best & Krieger LLP General Counsel CONSULTANT MOFFATT & NICHOL By: Signature Name Title ATTEST: By: Its: __________________________ * A corporation requires the signatures of two corporate officers. One signature shall be that of the chairman of board, the president or any vice president and the second signature (on the attest line) shall be that of the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation. If the above persons are not the intended signators, evidence of signature authority shall be provided to RCTC. DR A F T 226 17336.00600\33928482.2 Exhibit A EXHIBIT "A" SCOPE OF WORK The Commission intends to contract with an on-call “bench” of qualified consultants to provide Design Engineering and Environmental services for Commuter Rail Station Capital Improvement Projects on an on-call basis pursuant to task orders to be issued in accordance with the terms of this RFQ and the Commission’s model agreement. The selected consultants will supplement the work of the Commission Staff in accordance with the specifications described herein. Projects for which design engineering and environmental services may be required include transit and commuter rail station facility amenities and improvements, station platform improvements, passenger shelters, pedestrian connections, pedestrian bridge structures, pedestrian at-grade railroad crossings, parking structures, parking lot improvements/rehabilitation/expansions, fencing for access control, bicycle paths and bicycle storage solutions and landscaping. Services may be required for station related track addition/rehabilitation/replacement, railroad signal systems, railroad grade crossings, Quiet Zones, layover facilities, station security and safety elements. The foregoing generally described projects may include upgrade to technology with improved ticket vending machines, customer information kiosks, communicator upgrades, signage and potentially wireless connectivity. As design engineering and environmental services needs arise, the Commission will develop a brief scope of work and will issue a request for task order proposals to the bench of contracted firms selected pursuant to this RFQ. Award of task orders will be made to the firm: (i) determined most qualified based on a review of the task order proposals in accordance with the review criteria to be set forth in the request for task order, and (ii) proposing a reasonable price, as determined by the Commission. If the Commission and the first ranked firm are unable to negotiate a reasonable price for the task order work, negotiations shall commence with the next highest ranked firm, and shall continue until a task order is awarded. For non-State or non-federally funded task orders, the Commission may include price as a consideration in task order proposal evaluation and award, and/or may issue task orders in accordance with procedures determined to be in the Commission’s best interest. Approval and authorization to proceed for the designated scope of work will be documented in an Agreement Task Order (ATO). The consultant will be required to commence work within five days or sooner after receiving a fully executed ATO. Payment for each ATO will be in accordance with the Cost Proposal conditions in the selected consultant’s parent agreement. These services will be funded using a variety of federal, state, and local funds. The consultant shall meet all the requirements associated with the specific fund type associate with each ATO and the funding will be identified at the time the scope of work is released. DR A F T 227 17336.00600\33928482.2 Exhibit A Work Activities: All work will be performed to meet the latest Local, State and Federal standards as they are applicable to the element of work being performed. The activities listed in this scope of work are intended to be delivered to support the 30%, 60%, 95% and 100% reviews that are typically used to review Plans Specifications & Estimate (PS&E) packages led by Local Agencies. Prevailing wage shall be paid for all work activities subject to California Labor Code Sections 1720 et seq. and 1770 et. Seq., as well as California Code of Regulations, Title 8, Section 16000 et seq. (“Prevailing Wage Laws”). Consultant’s SOQ should discuss how will address the following primary activities: PART 1- Environmental – environmental documentation to comply with the California Environmental Quality Act (CEQA), National Environmental Policy Act (NEPA) and all applicable state and federal requirements, supporting technical reports and studies, surveys, mitigation, conceptual analysis, design permits and construction support. Final Environmental Document and Preliminary Engineering Services 1.Project Management 2.Risk Management 3.Prepare, or subcontract for the preparation of all required Technical Studies, Reports, data collection and documentation to support the CEQA/NEPA reports, including but not necessarily limited to: Air Quality, Biology, Cultural Resources, including Section 106 compliance, Native American consultation (including AB 52 compliance when RCTC is the CEQA Lead Agency), Archaeology, Hazardous Waste, Noise and Vibration, Paleontology, Section 4(f) Evaluations, Water Quality and Geotechnical materials 4.Survey and Mapping activities for the project area to support preliminary engineering activities and environmental studies and preliminary plans 5.Processing all forms, maps and documents required for required permits. 6.Prepare, or subcontract for the preparation of all required technical studies and reports to support preparation of final PS&E, including but not necessarily limited to: stormwater management plan, water quality, geotechnical, structural section recommendation, structure design 7.Other miscellaneous studies that the Offeror recommends performing in order to expedite project delivery 8.Coordination Meetings with the Commission, State, Federal, County of Riverside and local agencies 9.Coordination, reviews and approvals with Federal Transit Administration (FTA), Federal Railroad Administration (FRA), California Public Utilities Commission (CPUC) affected local agencies/jurisdictions, Burlington Northern Santa Fe (BNSF) DR A F T 228 17336.00600\33928482.2 Exhibit A Railroad, Union Pacific Railroad (UPRR), Southern California Regional Rail Authority (SCRRA), U.S. Army Corps of Engineers (USACE), U.S. Fish and Wildlife Service (USFWS), California Department of Fish and Wildlife (CDFW), Western Riverside Regional Conservation Authority (RCA), Santa Ana Regional Water Quality Control Board (RWQCB), and others as required 10. Public Outreach and Marketing- Public meetings, publications, media placements. Graphics – PowerPoint, exhibits, simulations and ad development Part 2-Plans Specification and & Estimate Services Prepare, or subcontract for the preparation of all required technical studies and reports to support preparation of final plans, specifications, & estimates, including but not necessarily limited to: 11. Hydraulic Engineering 12. Structural Engineering 13. Geotechnical Engineering 14. Utility Identification, Potholing and Coordination 15. Surveying – Topography, boundary, record maps, right of way for Preliminary Engineering and final PS&E 16. Right of way – right of way engineering, legals and plats 17. Storm Water Pollution Prevention Plan (SWPPP) Preparation and Notice of Intent preparation and submittal 18. Environmental Coordination, as required 19. Railroad coordination and development and finalization of a design, construction, Memorandum of Understanding and/or Construction and Maintenance agreement, if required. 20. Coordination, reviews and approvals with USACE, USFWS, CDFW, RCA, RWQCB, FTA, FRA, CPUC affected local agencies/jurisdictions, BNSF, UPRR, SCRRA, and others, as required. 21. Provide and setup document control system 22. Prepare and process all forms, maps and documents needed for required permits 23. Preparation of hard copy and electronic/CAD drawings (reproducible drawings) 24. Provide copies of reports, drawings and specifications to the Commission at each stage of submittal 25. Provide Value Engineering, Risk Management Plan and Constructability review prior to final design. 26. Development of Plans, Specifications, and Cost Estimate. DR A F T 229 17336.00600\33928482.2 Exhibit A 27. Provide bid support services including: review bid questions and draft responses’ draft addenda to bid documents 28. Provide Construction Support Services (for example but not limited to: Review, respond to Request for Information, Request for Quote; Submittal and Shop Drawing Review and Approval, Coordination with Commission for any Shop Drawing Approvals, provided revised drawings and/or specifications resulting from Contract Change Orders, Claims review and response) 29. Participate in final walk through and provide comments/recommendations to final punch list. 30. Update electronic/CAD plans to include As-Built revisions and digitally sign A. General Requirements The consultant is expected to prepare all reports, studies and plans to meet Local, State and Federal requirements. Commission staff will provide overall project coordination, and will handle administrative matters. Commission staff will provide oversight, guidance and interpretation on matters relating to policies and regulations. B. Meetings/Public Involvement The consultant will be required to meet with the Commission staff, Bechtel and other agencies that may include State, Federal, Riverside County, SCRRA, BNSF, UPRR, cities of Corona, Jurupa Valley, Perris, March Joint Powers Authority (MJPA) and Riverside, USACE, USFWS, CDFW, WQCB, RCA FTA, other public agencies, and private entities located within the Project boundaries on a regular basis. Project Development Team (PDT) meetings will be held monthly with the project stakeholders. C. Final Products/deliverables Specific final products/deliverables related to the project are listed below: • Final Environmental Document and Notice of Completion and/or Record of Decision, as appropriate • Final Environmental permits • Approved Technical Reports • Survey Data • Agenda, public notices and presentation material to support public hearings and responses to comments received during the environmental document public availability period • Value Engineering Studies, Risk Management Plan and Constructability Analysis DR A F T 230 17336.00600\33928482.2 Exhibit A • Final Plans, Specification, and Cost Estimates (electronic versions plus 1 Full Size (D-Size) and 1 half size copy of final drawings, also provide electronic versions plus hard copies of all reports, Specifications and Estimate). • Final Water Quality Management Plan • Final Storm Water Pollution Prevention Plan (SWPPP) and Notice of Intent (NOI) • Materials Report, Log of Test Borings, and Materials Information Write-Up for Bidders • Project Cross Sections, for Earthwork, for Bidders • Final Bridge Structural Report • Final Drainage and Hydraulic Reports • Final Right of Way Drawings, Legals and Plats • Final Utility Drawings and Notice to Relocate • Final electronic/CAD As-Builts for the Project Other products to match your work activities as described in Section B above. DR A F T 231 17336.00600\33928482.2 Exhibit B-1 EXHIBIT “B” – COMPENSATION AND PAYMENT DR A F T 232 FIRM PROJECT TASKS/ROLE COST Moffatt & Nichol On-Call Design Engineering 5,200,000.00$ Jacobs Station/Layover Facilities, Traffice Engineering, Value Engineering, Risk Management 2,200,000.00 Arellano Associates Outreach 200,000.00 C-below Utility Subsurface Investigation 50,000.00 ICF Jones & Stokes, Inc.Environmental Services Support 500,000.00 Cogstone Resources Environmental Services Support 25,000.00 Epic Land Solutions Right-of-Way Services 50,000.00 Leighton Geotechnical Engineering & Hazardous Waste 225,000.00 Pacific Railway Enterprises, Inc.Signal and Communications, PTC 1,000,000.00 Lynn Capouya, Inc.Landscaping & Irrigation 50,000.00 Rail Surveyors and Engineers, Inc.Surverying & Mapping, Right-of-Way Engineering, Utilities 500,000.00 10,000,000.00$ TOTAL COSTS 1 Commission authorization pertains to total contract award amount. Compensation adjustments between consultants may occur; however, the maximum total compensation authorized may not be exceeded. EXHIBIT "B" Prime Consultant: Sub Consultants: COMPENSATION SUMMARY1 DR A F T 233 17336.00600\33928482.2 Exhibit C-1 EXHIBIT "C" CALTRANS REQUIREMENTS/ PROP 1 B PROVISIONS 1. STATEMENT OF COMPLIANCE. A. Consultant’s signature affixed herein shall constitute a certification under penalty of perjury under the laws of the State of California that Consultant has, unless exempt, complied with, the nondiscrimination program requirements of Government Code Section 12990 and Title 2, California Administrative Code, Section 8103. B. During the performance of this Agreement, Consultant and its subconsultants shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, physical disability (including HIV and AIDS), mental disability, medical condition (e.g., cancer), age (over 40), marital status, and denial of family care leave. Consultant and subconsultants shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Consultant and subconsultants shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12990 (a-f) et seq.) and the applicable regulations promulgated there under (California Code of Regulations, Title 2, Section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Contract by reference and made a part hereof as if set forth in full. Consultant and its subconsultants shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement. 2. DEBARMENT AND SUSPENSION CERTIFICATION A. Consultant’s signature affixed herein, shall constitute a certification under penalty of perjury under the laws of the State of California, that Consultant has complied with Title 2 CFR, Part 180, “OMB Guidelines to Agencies on Government wide Debarment and Suspension (nonprocurement)”, which certifies that he/she or any person associated therewith in the capacity of owner, partner, director, officer, or manager, is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency; has not been suspended, debarred, voluntarily excluded, or determined ineligible by any federal agency within the past three (3) years; does not have a proposed debarment pending; and has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three (3) years. Any exceptions to this certification must be disclosed to Commission. B. Exceptions will not necessarily result in denial of recommendation for award, but will be considered in determining Consultant responsibility. Disclosures must indicate to whom exceptions apply, initiating agency, and dates of action. DR A F T 234 17336.00600\33928482.2 Exhibit C-2 C. Exceptions to the Federal Government Excluded Parties List System maintained by the General Services Administration are to be determined by the Federal highway Administration. 3. PROMPT PAYMENT Consultant agrees to pay each subcontractor under this Agreement for satisfactory performance of its contract no later than 10 days from the receipt of each payment the Consultant receives from the Commission. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of the Commission. 4. RELEASE OF RETAINAGE No retainage will be withheld by the Agency from progress payments due the prime consultant. Retainage by the prime consultant or subconsultants is prohibited, and no retainage will be held by the prime consultant from progress due subconsultants. Any violation of this provision shall subject the violating prime consultant or subconsultants to the penalties, sanctions, and other remedies specified in Section 7108.5 of the California Business and Professions Code. This requirement shall not be construed to limit or impair any contractual, administrative, or judicial remedies, otherwise available to the prime consultant or subconsultant in the event of a dispute involving late payment or nonpayment by the prime consultant or deficient subconsultant performance, or noncompliance by a subconsultant. This provision applies to Consultant and its subconsultants. 5. LEGAL REMEDIES In addition to those contract remedies set forth under relevant provisions of California law, either Party to this Agreement may, where applicable, seek legal redress for violations of this Agreement pursuant to the relevant provisions of 49 C.F.R. Parts 23 and 26, to the relevant federal or state statutory provisions governing civil rights violations, and to the relevant federal and state provisions governing false claims or “whistleblower” actions, as well as any and all other applicable federal and state provisions of law. The Consultant shall include a provision to this effect in each of its agreements with its subcontractors. 6. NATIONAL LABOR RELATIONS BOARD CERTIFICATION In accordance with Public Contract Code Section 10296, and by signing this Agreement, Consultant certifies under penalty of perjury that no more than one final unappealable finding of contempt of court by a federal court has been issued against Consultant within the immediately preceding two-year period, because of Consultant’s failure to comply with DR A F T 235 17336.00600\33928482.2 Exhibit C-3 an order of a federal court that orders Consultant to comply with an order of the National Labor Relations Board. 7. INVENTIONS. Rights to Inventions and Data Made Under a Contract or Agreement — Consultant shall comply with Federal requirements and regulations pertaining to patent rights with respect to any discovery or invention which arises or is developed in the course of or under the Contract, and shall be in compliance with 10 CFR 600.325 and Appendix A—Patent and Data Rights to Subpart D, Part 600. 8. ENVIRONMENTAL COMPLIANCE A. Compliance with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h)), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15). (Contracts, subcontracts, and subgrants of amounts in excess of $100,000). B. Mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871). C. Energy Policy and Conservation Act (Pub. L. 94—163, 89 Stat. 871.) — Consultant shall comply with mandatory standards and policies relating to energy efficiency which are contained in the State energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94–163, 89 Stat. 871), which are incorporated by reference in this Contract. (10 CFR 600.236(i)(13).) DR A F T 236 17336.00600\33928482.2 Exhibit D-1 EXHIBIT “D” FTA PROVISIONS DR A F T 237 FTA Requirements- Page 1 FTA FUNDING REQUIREMENTS (Non-construction/maintenance work) As used herein, “RCTC” shall have the same meaning as the “Commission.” The term “contract” or “Contract” shall have the same meaning as the “Agreement.” 1. No Obligation by the Federal Government a.RCTC and Consultant acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Purchaser, Consultant, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. b.The Consultant agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subconsultant who will be subject to its provisions. 2. Program Fraud and False or Fraudulent Statements or Related Acts a. The Consultant acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Consultant certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Consultant further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Consultant to the extent the Federal Government deems appropriate. b.The Consultant also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Consultant, to the extent the Federal Government deems appropriate. c.The Consultant agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subconsultant who will be subject to the provisions. 3. Access to Records The Consultant agrees to the following access to records requirements: DR A F T 238 FTA Requirements- Page 2 a. To provide RCTC, the FTA Administrator, the Comptroller General of the United States or any of their authorized representatives access to any books, documents, papers and records of the Consultant which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. Consultant also agrees, pursuant to 49 C. F. R. 633.17 to provide the FTA Administrator or his authorized representatives including any PMO Consultant access to Consultant's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311. b. To make available in the case of a contract for a capital project or improvement, as defined above and awarded by other than competitive bidding in accordance with 49 U.S.C. 5325(a), records related to the contract to RCTC, the Secretary of Transportation and the Comptroller General or any authorized officer or employee of any of them for the purposes of conducting an audit and inspection. c. To maintain all books, records, accounts and reports required under this contract for a period of not less than three years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Consultant agrees to maintain same until RCTC, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(i)(11). d. To permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. 4. Federal Changes The Consultant shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement between RCTC and FTA, as they may be amended or promulgated from time to time during the term of this contract. Consultant's failure to so comply shall constitute a material breach of this contract. 5. Civil Rights The following requirements apply to the underlying contract: (1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332 and 49 CFR part 21, the Consultant agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Consultant agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. DR A F T 239 FTA Requirements- Page 3 (2) Equal Employment Opportunity - The following equal employment opportunity requirements apply to the underlying contract: (a) Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, the Consultant agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et seq ., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Consultant agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Consultant agrees to comply with any implementing requirements FTA may issue. (b) Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § § 623, Federal transit law at 49 U.S.C. § 5332, the Equal Employment Opportunity Commission (U.S. EEOC) regulations, “Age Discrimination in Employment Act,” 29 C.F.R. part 1625, the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6101 et seq., U.S. Health and Human Services regulations, “Nondiscrimination on the Basis of Age in Programs or Activities Receiving Federal Financial Assistance,” 45 C.F.R. part 90, the Consultant agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Consultant agrees to comply with any implementing requirements FTA may issue. (c) Disabilities - In accordance with section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794, the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12101 et seq., the Architectural Barriers Act of 1968, as amended, 42 U.S.C. § 4151 et seq., and Federal transit law at 49 U.S.C. § 5332, the Consultant agrees that it will not discriminate against individuals on the basis of disability, and that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Consultant agrees to comply with any implementing requirements FTA may issue. (3) The Consultant also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. DR A F T 240 FTA Requirements- Page 4 6. FTA Disadvantaged Business Enterprise (DBE) Requirements A. General DBE Requirements: In accordance with Federal financial assistance agreements with the U.S. Department of Transportation (U.S. DOT), Commission has adopted a Disadvantaged Business Enterprise (DBE) Policy and Program, in conformance with Title 49 CFR Part 26, “Participation by Disadvantaged Business Enterprises in Department of Transportation Programs” (the “Regulations”). This RFP is subject to these stipulated regulations. In order to ensure that Commission achieves its overall DBE Program goals and objectives, Commission encourages the participation of DBEs as defined in 49 CFR 26 in the performance of contracts financed in whole or in part with U.S. DOT funds. It is the policy of the Commission to: 1. Ensure nondiscrimination in the award and administration of DOT-assisted contracts; 2. Create a level playing field on which DBE’s can compete fairly for DOT-assisted contracts; 3. Ensure that the DBE program is narrowly tailored in accordance with applicable law; 4. Ensure that only firms that fully meet 49 C.F.R. part 26 eligibility standards are permitted to participate as DBE’s; 5. Help remove barriers to the participation of DBEs in DOT assisted contracts; 6. To promote the use of DBEs in all types of federally assisted contracts and procurement activities; and 7. Assist in the development of firms that can compete successfully in the marketplace outside the DBE program. B. Discrimination: Consultant shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of subcontracts. Any terms used herein that are defined in 49 CFR Part 26, or elsewhere in the Regulations, shall have the meaning set forth in the Regulations. C. Commission’s Race-Neutral DBE Program: A Race-Neutral DBE Program is one that, while benefiting DBEs, is not solely focused on DBE firms. Therefore, under a Race-Neutral DBE Program, Commission does not establish numeric race-conscious DBE participation goals on its DOT-assisted contracts. There is no FTA DBE goal on this Project. Consultant shall not be required to achieve a specific level of DBE participation as a condition of contract compliance in the performance of this DOT-assisted contract. However, Consultant shall adhere to race-neutral DBE participation commitment(s) made at the time of award. D. Race-Neutral DBE Submissions and Ongoing Reporting Requirements (Post-Award): At termination of the Contract, the successful Consultant shall complete and submit to DR A F T 241 FTA Requirements- Page 5 Commission a “DBE Race-Neutral Participation Listing” in the form provided by Commission. In the event DBE(s) are utilized in the performance of the Agreement, Consultant shall comply with applicable reporting requirements. E. Performance of DBE Subconsultants: DBE subconsultants listed by Consultant in its “DBE Race-Neutral Participation Listing” submitted at the time of proposal shall perform the work and supply the materials for which they are listed, unless Consultant has received prior written authorization from Commission to perform the work with other forces or to obtain the materials from other sources. Consultant shall provide written notification to Commission in a timely manner of any changes to its anticipated DBE participation. This notice should be provided prior to the commencement of that portion of the work. F. DBE Certification Status: If a listed DBE subconsultant is decertified during the life of this Agreement, the decertified subconsultant shall notify Consultant in writing with the date of decertification. If a non-DBE subconsultant becomes a certified DBE during the life of this Agreement, the DBE subconsultant shall notify Consultant in writing with the date of certification. Consultant shall furnish the written documentation to Commission in a timely manner. Consultant shall include this requirement in all subcontracts. G. Consultant’s Assurance Clause Regarding Non-Discrimination: In compliance with State and Federal anti-discrimination laws, Consultant shall affirm that it will not exclude or discriminate on the basis of race, color, national origin, or sex in consideration of contract award opportunities. Further, Consultant shall affirm that they will consider, and utilize subconsultants and vendors, in a manner consistent with non-discrimination objectives. H. Violations: Failure by the selected Consultant(s) to carry out these requirements shall be a material breach of the contract to be awarded pursuant to this RFP, which may result in the termination of the contract or such other remedy as the recipient deems appropriate, which may include, but is not limited to: (1) Withholding monthly progress payments; (2) Assessing sanctions; (3) Liquidated damages; and/or (4) Disqualifying the Consultant from future bidding as non-responsible. 49 C.F.R. § 26.13(b). I. Prompt Payment: Consultant shall pay its subconsultants for satisfactory performance of their contracts no later than 30 days from receipt of each payment Commission makes to the Consultant. 49 C.F.R. § 26.29(a), unless a shorter period is provided in the contract. J. Compliance with DBE Requirements Contained in FTA Provisions: Consultant shall comply with all DBE reporting and other requirements contained in this Agreement. DR A F T 242 FTA Requirements- Page 6 7. Incorporation of Federal Transit Administration (FTA) Terms The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1F are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Consultant shall not perform any act, fail to perform any act, or refuse to comply with any RCTC requests which would cause RCTC to be in violation of the FTA terms and conditions. 8. Debarment and Suspension. The Consultant agrees to the following: (1) It will comply with the following requirements of 2 CFR Part 180, subpart C, as adopted and supplemented by U.S. DOT regulations at 2 CFR Part 1200. (2) It will not enter into any “covered transaction” (as that phrase is defined at 2 CFR §§ 180.220 and 1200.220) with any subconsultant whose principal is, suspended, debarred, or otherwise excluded from participating in covered transactions, except as authorized by— (i) U.S. DOT regulations, “Nonprocurement Suspension and Debarment,” 2 CFR Part 1200; (ii) U.S. OMB regulatory guidance, “Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement),” 2 CFR Part 180; and (iii) Other applicable federal laws, regulations, or requirements regarding participation with debarred or suspended recipients or third party participants. (3) It will review the U.S. GSA “System for Award Management – Lists of Parties Excluded from Federal Procurement and Nonprocurement Programs,” if required by U.S. DOT regulations, 2 CFR Part 1200. 9. ADA Access Requirements The Consultant shall comply with all applicable requirements of the Americans with Disabilities Act of 1990 (ADA), 42 USC Section 12101 et seq; Section 504 of the Rehabilitation Act of 1973, as amended, 29 USC Section 794; 49 USC Section 5301(d). 10. Fly America . To the extent applicable to the Services, the Consultant agrees to comply with 49 U.S.C. 40118 (the "Fly America" Act) in accordance with the General Services Administration's regulations at 41 CFR Part 301-10, which provide that recipients and sub recipients of Federal funds and their consultants are required to use U.S. Flag air carriers for U.S. Government-financed international air travel and transportation of their personal effects or property, to the extent such service is available, unless travel by foreign air carrier is a matter of necessity, as defined by the Fly America Act. The Consultant shall submit, if a foreign air carrier was used, an appropriate certification or memorandum adequately explaining why service by a U.S. flag air carrier was not available or why it was necessary to use a foreign air carrier and shall, in any event, provide DR A F T 243 FTA Requirements- Page 7 a certificate of compliance with the Fly America requirements. The Consultant agrees to include the requirements of this section in all subcontracts that may involve international air transportation. 11. Cargo Preference - Use of United States-Flag Vessels To the extent applicable to the Services, the Consultant agrees: 1. To use privately owned United States-Flag commercial vessels to ship at least 50 percent of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners, and tankers) involved, whenever shipping any equipment, material, or commodities pursuant to the underlying contract to the extent such vessels are available at fair and reasonable rates for United States-Flag commercial vessels; 2. To furnish within 20 working days following the date of loading for shipments originating within the United States or within 30 working days following the date of leading for shipments originating outside the United States, a legible copy of a rated, "on-board" commercial ocean bill-of -lading in English for each shipment of cargo described in the preceding paragraph to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590 and to the FTA recipient (through the Consultant in the case of a subconsultant's bill-of-lading.) 3. To include these requirements in all subcontracts issued pursuant to this contract when the subcontract may involve the transport of equipment, material, or commodities by ocean vessel. 11. Buy America – Not applicable. 12. Employment Provisions To the extent applicable to the Services, Consultant shall comply with the following: A. Equal Employment Opportunity — Not applicable. B. Copeland “Anti-Kickback” Act (18 U.S.C. 874 and 40 U.S.C. 276c) — Not applicable. C. Contact Work Hours and Safety Standards Act (40 U.S.C. 327–333) —Not applicable. D. Release of Retainage No retainage will be withheld by the RCTC from progress payments due Consultant. Retainage by Consultant or subconsultants is prohibited, and no retainage will be held by the prime consultant from progress due subconsultants. Any violation of this provision shall subject the violating Consultant or subconsultants to the penalties, sanctions, and other remedies specified in Section 7108.5 of the California Business and Professions Code. This requirement shall not be construed to limit or impair any contractual, administrative, or judicial remedies, otherwise DR A F T 244 FTA Requirements- Page 8 available to Consultant or subconsultant in the event of a dispute involving late payment or nonpayment by Consultant or deficient subconsultant performance, or noncompliance by a subconsultant. 13. Termination for Convenience RCTC may terminate the Agreement for convenience in accordance with the terms of the Agreement. After such termination, the Consultant shall submit a final termination settlement proposal to RCTC as directed. If the Consultant fails to submit a proposal within the time allowed, RCTC may determine, on the basis of information available, the amount, if any due the Consultant because of the termination and shall pay the amount determined. After the Consultant’s proposal is received, RCTC and Consultant shall negotiate a fair and equitable settlement and the contract will be modified to reflect the negotiated agreement. If agreement cannot be reached, RCTC may issue a final determination and pay the amount determined. If the Consultant does not agree with this final determination or the determination resulting from the lack of timely submission of a proposal, the Consultant may appeal under the Disputes clause. 14. Administrative and Contractual Remedies on Breach; Termination for Cause a. The Consultant may be declared in breach of this Agreement (“Breach”) if the Consultant fails to make delivery of the supplies or to perform the services within the time specified herein or any extension thereof; or if the Consultant fails to perform any of the other provisions of the contract, or so fails to make progress as to endanger performance of this contract in accordance with its terms. In case of any of the foregoing, RCTC shall notify the Consultant of the Breach, and the Consultant shall have a period of ten (10) days (or such longer period as RCTC may authorize in writing) after receipt of notice from RCTC to cure the Breach. b. RCTC may, by written notice of termination to the Consultant specifying the effective date thereof, terminate the whole or any part of this contract, in the case of a Breach that is not cured within the timeframe set forth in (a) above (“Uncured Breach”). c. If the contract is terminated in whole or in part for an Uncured Breach, RCTC may procure upon such terms and in such manner as RCTC may deem appropriate, supplies or services similar to those so terminated, or may complete the services with its own forces. The Consultant shall be liable to RCTC for any excess costs for such similar supplies or services, and for any other costs incurred by RCTC as a result of the Uncured Breach. The Consultant shall continue the performance of this contract to the extent not terminated under the provisions of this clause. d. Except with respect to defaults of Subconsultants, the Consultant shall not be liable for any excess costs if the failure to perform the contract arises out of causes beyond the control and without the fault or negligence of the Consultant. If the failure to perform is caused by the default of a Subconsultant, and if such default arises out of causes beyond the control of both the Consultant and the Subconsultant, and without the fault or negligence of either of them, the DR A F T 245 FTA Requirements- Page 9 Consultant shall not be liable for any excess costs for failure to perform, unless the supplies or services to be furnished by the Subconsultant were obtainable from other sources in sufficient time to permit the Consultant to meet the required project completion schedule. e. Payment for completed services or supplies delivered to and accepted by RCTC shall be at the contract price. RCTC may withhold from amounts otherwise due the Consultant for such completed services or supplies such sum as RCTC determines to be necessary to protect RCTC against loss because of outstanding liens of claims of former lien holders, or to reimburse RCTC for any other costs related to the Uncured Breach. f. If, after notice of termination of this contract for cause, it is determined for any reason that an Uncured Breach did not exist, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to the provisions for termination for convenience of RCTC. g. The rights and remedies of RCTC provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law, equity or under this contract including, but not limited to, the right to specific performance. h. Notwithstanding the above, RCTC may, without providing an opportunity to cure, terminate the contract in accordance with the timeframe set forth in Section 17 of the contract, if RCTC determines such action is in its best interest based on the nature of the Breach. Such actions shall not limit any of RCTC’s remedies set forth above. 16. Disputes a. Except as otherwise provided in this Agreement, any dispute concerning a question of fact arising under this Agreement which is not disposed of by supplemental agreement shall be decided by RCTC’s Deputy Executive Director, who shall reduce the decision to writing and mail or otherwise furnish a copy thereof to the Consultant. The decision of the RCTC Deputy Executive Director shall be final and conclusive unless, within thirty (30) days from the date of receipt of such copy, Consultant mails or otherwise furnishes to the RCTC Deputy Executive Director a written appeal addressed to RCTC's Executive Director. The decision of RCTC Executive Director or duly authorized representative for the determination of such appeals shall be final and conclusive. b. The provisions of this Paragraph shall not be pleaded in any suit involving a question of fact arising under this Agreement as limiting judicial review of any such decision to cases where fraud by such official or his representative or board is alleged, provided, however, that any such decision shall be final and conclusive unless the same is fraudulent or capricious or arbitrary or so grossly erroneous as necessarily to imply bad faith or is not supported by substantial evidence. In connection with any appeal proceeding under this Paragraph, the Consultant shall be afforded an opportunity to be heard and to offer evidence in support of its appeal. c. Pending final decision of a dispute hereunder, Consultant shall proceed diligently with the performance of this Agreement and in accordance with the decision of RCTC's Deputy DR A F T 246 FTA Requirements- Page 10 Executive Director. This "Disputes" clause does not preclude consideration of questions of law in connection with decisions provided for above. Nothing in this Agreement, however, shall be construed as making final the decision of any RCTC official or representative on a question of law, which questions shall be settled in accordance with the laws of the State of California. 17. Lobbying See the Byrd Anti-Lobbying Amendment, 31 U.S.C. 1352, as amended by the Lobbying Disclosure Act of 1995, P.L. 104-65 [to be codified at 2 U.S.C. § 1601, et seq.] - Consultants who apply or bid for an award of $100,000 or more shall file the certification required by 49 CFR part 20, "New Restrictions on Lobbying.” Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non-Federal funds with respect to that Federal contract, grant or award covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to the recipient. The Offeror shall complete and submit with its bid/proposal the attached Certification Regarding Lobbying, and if applicable, the Standard Form-LLL, “Disclosure Form to Report Lobbying.” 18. Energy Conservation The Consultant agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. 19. Clean Water a. The Consultant agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. The Consultant agrees to report each violation to RCTC and understands and agrees that RCTC will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. d. The Consultant further agrees that: (1) It will not use any violating facilities; (2) It will report the use of facilities placed on or likely to be placed on the U.S. EPA “List of Violating Facilities;” (3) It will report violations of use of prohibited facilities to FTA; and (4) It will comply with the inspection and other requirements of the Clean Air Act, as amended, (42 U.S.C. §§ 7401 – 7671q); and the Federal Water Pollution Control Act as amended, (33 U.S.C. §§ 1251-1387). The Consultant also agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FTA. DR A F T 247 FTA Requirements- Page 11 20. Clean Air a. The Consultant agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq. The Consultant agrees to report each violation to RCTC and understands and agrees that RCTC will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. b. The Consultant further agrees that: (1) It will not use any violating facilities; (2) It will report the use of facilities placed on or likely to be placed on the U.S. EPA “List of Violating Facilities;” (3) It will report violations of use of prohibited facilities to FTA; and (4) It will comply with the inspection and other requirements of the Clean Air Act, as amended, (42 U.S.C. §§ 7401 – 7671q); and the Federal Water Pollution Control Act as amended, (33 U.S.C. §§ 1251-1387). c. The Consultant also agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FTA. 21. Recycled Products Recovered Materials - The Consultant agrees to comply with all the requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the procurement of the items designated in Subpart B of 40 CFR Part 247. 21. SPECIAL PROVISION FOR PROMOTING COVID-19 SAFETY Section 49. Centers for Disease Control and Prevention Order on Requirements for Persons to Wear Masks While on Conveyances and at Transportation Hubs. (a) Compliance with CDC Mask Order. The Centers for Disease Control and Prevention (“CDC”) Order of January 29, 2021, titled Requirement for Persons to Wear Masks While on Conveyances and at Transportation Hubs (“CDC Mask Order”), applies to this Agreement. One of the objectives of the CDC Mask Order is “[m]aintaining a safe and operating transportation system.” Consultant agrees that it will comply, and will require all subconsultants to comply, with the CDC Mask Order. (b) Enforcement for non-compliance. Consultant agrees that FTA and RCTC may take enforcement action for non-compliance with the CDC Mask Order, including: (1) enforcement actions authorized by 49 U.S.C. § 5329(g); (2) referring Consultant to the CDC or other Federal authority for enforcement action; (3) enforcement actions authorized by 2 CFR §§ 200.339 – .340; and (4) any other enforcement action authorized by Federal law or regulation. DR A F T 248 FTA Requirements- Page 12 22. Safe Operation of Motor Vehicles Pursuant to Federal Executive Order No. 13043, “Increasing Seat Belt Use in the United States,” April 16, 1997, 23 U.S.C. Section 402 note, FTA encourages each third party consultant to adopt and promote on-the-job seat belt use policies and programs for its employees and other personnel that operate company owned, rented, or personally operated vehicles, and to include this provision in each third party subcontract involving the project. a. The Consultant is encouraged to adopt and promote on-the-job seat belt use policies and programs for its employees and other personnel that operate company-owned vehicles, company-rented vehicles, or personally operated vehicles. The terms “company-owned” and “company-leased” refer to vehicles owned or leased either by the Consultant or RCTC. . The Consultant agrees to adopt and enforce workplace safety policies to decrease crashes caused by distracted drivers, including policies to ban text messaging while using an electronic device supplied by an employer, and driving a vehicle the driver owns or rents, a vehicle Contactor owns, leases, or rents, or a privately-owned vehicle when on official business in connection with the work performed under this contract. DR A F T 249 17336.00600\33928482.2 Exhibit E-1 EXHIBIT "E" CERTIFICATE OF CONSULTANT I HEREBY CERTIFY that I am the _______________________ and duly authorized representative of the firm of _____________________________________ whose address is ____________________________________________________, and that, except as hereby expressly stated, neither I nor the above firm that I represent have: (a) employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration, any firm or person (other than a bona fide employee working solely for me or the above consultant) to solicit or secure this agreement; nor (b) agreed, as an express or implied condition for obtaining this Agreement, to employ or retain the services of any firm or person in connection with carrying out the agreement; nor (c) paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely for me or the above consultant) any fee, contribution, donation, or consideration of any kind for, or in connection with, procuring or carrying out this agreement. I acknowledge that this Certificate is to be made available to the California Department of Transportation (Caltrans) in connection with this agreement involving participation of Federal-aid Highway funds, and is subject to applicable State and Federal laws, both criminal and civil. By: ____________________________ Signature ____________________________ Name ____________________________ Title ____________________________ DR A F T 250 17336.00600\33928482.2 Exhibit F-1 EXHIBIT “F” LOBBYING ACTIVITIES DISCLOSURE DR A F T 251 Local Assistance Procedures Manual EXHBIT 10-Q Disclosure of Lobbying Activities Page 1 LPP 13-01 May 8, 2013 EXHIBIT 10-Q DISCLOSURE OF LOBBYING ACTIVITIES COMPLETE THIS FORM TO DISCLOSE LOBBYING ACTIVITIES PURSUANT TO 31 U.S.C. 1352 1. Type of Federal Action: 2. Status of Federal Action: 3. Report Type: a. contract a. bid/offer/application a. initial b. grant b. initial award b. material change c. cooperative agreement c. post-award d. loan For Material Change Only: e. loan guarantee year ____ quarter _________ f. loan insurance date of last report __________ 4. Name and Address of Reporting Entity 5. If Reporting Entity in No. 4 is Subawardee, Enter Name and Address of Prime: Prime Subawardee Tier _______ , if known Congressional District, if known Congressional District, if known 6. Federal Department/Agency:7. Federal Program Name/Description: CFDA Number, if applicable ____________________ 8.Federal Action Number, if known:9.Award Amount, if known: 10.Name and Address of Lobby Entity 11.Individuals Performing Services (If individual, last name, first name, MI) (including address if different from No. 10) (last name, first name, MI) (attach Continuation Sheet(s) if necessary) 12.Amount of Payment (check all that apply)14.Type of Payment (check all that apply) $ _____________ actual planned a. retainer b. one-time fee 13.Form of Payment (check all that apply):c. commission a. cash d. contingent fee b. in-kind; specify: nature _______________e deferred Value _____________ f. other, specify _________________________ 15.Brief Description of Services Performed or to be performed and Date(s) of Service, including officer(s), employee(s), or member(s) contacted, for Payment Indicated in Item 12: (attach Continuation Sheet(s) if necessary) 16.Continuation Sheet(s) attached: Yes No 17.Information requested through this form is authorized by Title 31 U.S.C. Section 1352. This disclosure of lobbying reliance was placed by the tier above when his transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be reported to Congress semiannually and will be available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Signature: ________________________________________ Print Name: _______________________________________ Title: ____________________________________________ Telephone No.: ____________________ Date: ___________ Authorized for Local Reproduction Federal Use Only: Standard Form - LLL Standard Form LLL Rev. 04-28-06 Distribution: Orig- Local Agency Project Files APPENDIX L - 1 DR A F T 252 Local Assistance Procedures Manual EXHBIT 10-Q Disclosure of Lobbying Activities Page 1 LPP 13-01 May 8, 2013 EXHIBIT 10-Q DISCLOSURE OF LOBBYING ACTIVITIES COMPLETE THIS FORM TO DISCLOSE LOBBYING ACTIVITIES PURSUANT TO 31 U.S.C. 1352 1. Type of Federal Action: 2. Status of Federal Action: 3. Report Type: a. contract a. bid/offer/application a. initial b. grant b. initial award b. material change c. cooperative agreement c. post-award d. loan For Material Change Only: e. loan guarantee year ____ quarter _________ f. loan insurance date of last report __________ 4. Name and Address of Reporting Entity 5. If Reporting Entity in No. 4 is Subawardee, Enter Name and Address of Prime: Prime Subawardee Tier _______ , if known Congressional District, if known Congressional District, if known 6. Federal Department/Agency:7. Federal Program Name/Description: CFDA Number, if applicable ____________________ 8.Federal Action Number, if known:9.Award Amount, if known: 10.Name and Address of Lobby Entity 11.Individuals Performing Services (If individual, last name, first name, MI) (including address if different from No. 10) (last name, first name, MI) (attach Continuation Sheet(s) if necessary) 12.Amount of Payment (check all that apply)14.Type of Payment (check all that apply) $ _____________ actual planned a. retainer b. one-time fee 13.Form of Payment (check all that apply):c. commission a. cash d. contingent fee b. in-kind; specify: nature _______________e deferred Value _____________ f. other, specify _________________________ 15.Brief Description of Services Performed or to be performed and Date(s) of Service, including officer(s), employee(s), or member(s) contacted, for Payment Indicated in Item 12: (attach Continuation Sheet(s) if necessary) 16.Continuation Sheet(s) attached: Yes No 17.Information requested through this form is authorized by Title 31 U.S.C. Section 1352. This disclosure of lobbying reliance was placed by the tier above when his transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be reported to Congress semiannually and will be available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Signature: ________________________________________ Print Name: _______________________________________ Title: ____________________________________________ _____________ Authorized for Local Reproduction Federal Use Only: Standard Form - LLL Standard Form LLL Rev. 04-28-06 Distribution: Orig- Local Agency Project Files APPENDIX L - 1 Telephone No.: _______ Date: __________ DR A F T 253 Local Assistance Procedures Manual EXHBIT 10-Q Disclosure of Lobbying Activities Page 1 LPP 13-01 May 8, 2013 EXHIBIT 10-Q DISCLOSURE OF LOBBYING ACTIVITIES COMPLETE THIS FORM TO DISCLOSE LOBBYING ACTIVITIES PURSUANT TO 31 U.S.C. 1352 1. Type of Federal Action: 2. Status of Federal Action: 3. Report Type: a. contract a. bid/offer/application a. initial b. grant b. initial award b. material change c. cooperative agreement c. post-award d. loan For Material Change Only: e. loan guarantee year ____ quarter _________ f. loan insurance date of last report __________ 4. Name and Address of Reporting Entity 5. If Reporting Entity in No. 4 is Subawardee, Enter Name and Address of Prime: Prime Subawardee Tier _______ , if known Congressional District, if known Congressional District, if known 6. Federal Department/Agency:7. Federal Program Name/Description: CFDA Number, if applicable ____________________ 8.Federal Action Number, if known:9.Award Amount, if known: 10.Name and Address of Lobby Entity 11.Individuals Performing Services (If individual, last name, first name, MI) (including address if different from No. 10) (last name, first name, MI) (attach Continuation Sheet(s) if necessary) 12.Amount of Payment (check all that apply)14.Type of Payment (check all that apply) $ _____________ actual planned a. retainer b. one-time fee 13.Form of Payment (check all that apply):c. commission a. cash d. contingent fee b. in-kind; specify: nature _______________e deferred Value _____________ f. other, specify _________________________ 15.Brief Description of Services Performed or to be performed and Date(s) of Service, including officer(s), employee(s), or member(s) contacted, for Payment Indicated in Item 12: (attach Continuation Sheet(s) if necessary) 16.Continuation Sheet(s) attached: Yes No 17.Information requested through this form is authorized by Title 31 U.S.C. Section 1352. This disclosure of lobbying reliance was placed by the tier above when his transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be reported to Congress semiannually and will be available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Signature: ________________________________________ Print Name: _______________________________________ Title: ____________________________________________ Telephone No.: ____________________ Date: ___________ Authorized for Local Reproduction Federal Use Only: Standard Form - LLL Standard Form LLL Rev. 04-28-06 Distribution: Orig- Local Agency Project Files APPENDIX L - 1 ____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ DR A F T 254 Local Assistance Procedures Manual EXHBIT 10-Q Disclosure of Lobbying Activities Page 1 LPP 13-01 May 8, 2013 EXHIBIT 10-Q DISCLOSURE OF LOBBYING ACTIVITIES COMPLETE THIS FORM TO DISCLOSE LOBBYING ACTIVITIES PURSUANT TO 31 U.S.C. 1352 1. Type of Federal Action: 2. Status of Federal Action: 3. Report Type: a. contract a. bid/offer/application a. initial b. grant b. initial award b. material change c. cooperative agreement c. post-award d. loan For Material Change Only: e. loan guarantee year ____ quarter _________ f. loan insurance date of last report __________ 4. Name and Address of Reporting Entity 5. If Reporting Entity in No. 4 is Subawardee, Enter Name and Address of Prime: Prime Subawardee Tier _______ , if known Congressional District, if known Congressional District, if known 6. Federal Department/Agency:7. Federal Program Name/Description: CFDA Number, if applicable ____________________ 8.Federal Action Number, if known:9.Award Amount, if known: 10.Name and Address of Lobby Entity 11.Individuals Performing Services (If individual, last name, first name, MI) (including address if different from No. 10) (last name, first name, MI) (attach Continuation Sheet(s) if necessary) 12.Amount of Payment (check all that apply)14.Type of Payment (check all that apply) $ _____________ actual planned a. retainer b. one-time fee 13.Form of Payment (check all that apply):c. commission a. cash d. contingent fee b. in-kind; specify: nature _______________e deferred Value _____________ f. other, specify _________________________ 15.Brief Description of Services Performed or to be performed and Date(s) of Service, including officer(s), employee(s), or member(s) contacted, for Payment Indicated in Item 12: (attach Continuation Sheet(s) if necessary) 16.Continuation Sheet(s) attached: Yes No 17.Information requested through this form is authorized by Title 31 U.S.C. Section 1352. This disclosure of lobbying reliance was placed by the tier above when his transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be reported to Congress semiannually and will be available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Signature: ________________________________________ Print Name: _______________________________________ Title: ____________________________________________ Telephone No.: ____________________ Date: ___________ Authorized for Local Reproduction Federal Use Only: Standard Form - LLL Standard Form LLL Rev. 04-28-06 Distribution: Orig- Local Agency Project Files APPENDIX L - 1 N/A Karen Star President, Epic Land Solutions, Inc. (951) 321-1834 DR A F T 255 Local Assistance Procedures Manual EXHBIT 10-Q Disclosure of Lobbying Activities Page 1 LPP 13-01 May 8, 2013 EXHIBIT 10-Q DISCLOSURE OF LOBBYING ACTIVITIES COMPLETE THIS FORM TO DISCLOSE LOBBYING ACTIVITIES PURSUANT TO 31 U.S.C. 1352 1. Type of Federal Action: 2. Status of Federal Action: 3. Report Type: a. contract a. bid/offer/application a. initial b. grant b. initial award b. material change c. cooperative agreement c. post-award d. loan For Material Change Only: e. loan guarantee year ____ quarter _________ f. loan insurance date of last report __________ 4. Name and Address of Reporting Entity 5. If Reporting Entity in No. 4 is Subawardee, Enter Name and Address of Prime: Prime Subawardee Tier _______ , if known Congressional District, if known Congressional District, if known 6. Federal Department/Agency: 7. Federal Program Name/Description: CFDA Number, if applicable ____________________ 8.Federal Action Number, if known: 9.Award Amount, if known: 10.Name and Address of Lobby Entity 11.Individuals Performing Services (If individual, last name, first name, MI) (including address if different from No. 10) (last name, first name, MI) (attach Continuation Sheet(s) if necessary) 12.Amount of Payment (check all that apply)14.Type of Payment (check all that apply) $ _____________ actual planned a. retainer b. one-time fee 13.Form of Payment (check all that apply):c. commission a. cash d. contingent fee b. in-kind; specify: nature _______________e deferred Value _____________ f. other, specify _________________________ 15.Brief Description of Services Performed or to be performed and Date(s) of Service, including officer(s), employee(s), or member(s) contacted, for Payment Indicated in Item 12: (attach Continuation Sheet(s) if necessary) 16.Continuation Sheet(s) attached: Yes No 17.Information requested through this form is authorized by Title 31 U.S.C. Section 1352. This disclosure of lobbying reliance was placed by the tier above when his transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be reported to Congress semiannually and will be available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Signature: ________________________________________ Print Name: _______________________________________ Title: ____________________________________________ Telephone No.: ____________________ Date: ___________ Authorized for Local Reproduction Federal Use Only: Standard Form - LLL Standard Form LLL Rev. 04-28-06 Distribution: Orig- Local Agency Project Files APPENDIX L - 1 DR A F T 256 Local Assistance Procedures Manual EXHBIT 10-Q Disclosure of Lobbying Activities Page 1 LPP 13-01 May 8, 2013 EXHIBIT 10-Q DISCLOSURE OF LOBBYING ACTIVITIES COMPLETE THIS FORM TO DISCLOSE LOBBYING ACTIVITIES PURSUANT TO 31 U.S.C. 1352 1. Type of Federal Action: 2. Status of Federal Action: 3. Report Type: a. contract a. bid/offer/application a. initial b. grant b. initial award b. material change c. cooperative agreement c. post-award d. loan For Material Change Only: e. loan guarantee year ____ quarter _________ f. loan insurance date of last report __________ 4. Name and Address of Reporting Entity 5. If Reporting Entity in No. 4 is Subawardee, Enter Name and Address of Prime: Prime Subawardee Tier _______ , if known Congressional District, if known Congressional District, if known 6. Federal Department/Agency:7. Federal Program Name/Description: CFDA Number, if applicable ____________________ 8.Federal Action Number, if known:9.Award Amount, if known: 10.Name and Address of Lobby Entity 11.Individuals Performing Services (If individual, last name, first name, MI) (including address if different from No. 10) (last name, first name, MI) (attach Continuation Sheet(s) if necessary) 12.Amount of Payment (check all that apply)14.Type of Payment (check all that apply) $ _____________ actual planned a. retainer b. one-time fee 13.Form of Payment (check all that apply):c. commission a. cash d. contingent fee b. in-kind; specify: nature _______________e deferred Value _____________ f. other, specify _________________________ 15.Brief Description of Services Performed or to be performed and Date(s) of Service, including officer(s), employee(s), or member(s) contacted, for Payment Indicated in Item 12: (attach Continuation Sheet(s) if necessary) 16.Continuation Sheet(s) attached: Yes No 17.Information requested through this form is authorized by Title 31 U.S.C. Section 1352. This disclosure of lobbying reliance was placed by the tier above when his transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be reported to Congress semiannually and will be available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Signature: ________________________________________ Print Name: _______________________________________ Title: ____________________________________________ Telephone No.: ____________________ Date: ___________ Authorized for Local Reproduction Federal Use Only: Standard Form - LLL Standard Form LLL Rev. 04-28-06 Distribution: Orig- Local Agency Project Files APPENDIX L - 1 NOT APPLICABLE - NO JACOBS LOBBYING Hany Haroun Business Vice President (619)272-7261 6/9/2021 DR A F T 257 Local Assistance Procedures Manual EXHBIT 10-Q Disclosure of Lobbying Activities Page 1 LPP 13-01 May 8, 2013 EXHIBIT 10-Q DISCLOSURE OF LOBBYING ACTIVITIES COMPLETE THIS FORM TO DISCLOSE LOBBYING ACTIVITIES PURSUANT TO 31 U.S.C. 1352 1. Type of Federal Action: 2. Status of Federal Action: 3. Report Type: a. contract a. bid/offer/application a. initial b. grant b. initial award b. material change c. cooperative agreement c. post-award d. loan For Material Change Only: e. loan guarantee year ____ quarter _________ f. loan insurance date of last report __________ 4. Name and Address of Reporting Entity 5. If Reporting Entity in No. 4 is Subawardee, Enter Name and Address of Prime: Prime Subawardee Tier _______ , if known Congressional District, if known Congressional District, if known 6. Federal Department/Agency:7. Federal Program Name/Description: CFDA Number, if applicable ____________________ 8.Federal Action Number, if known:9.Award Amount, if known: 10.Name and Address of Lobby Entity 11.Individuals Performing Services (If individual, last name, first name, MI) (including address if different from No. 10) (last name, first name, MI) (attach Continuation Sheet(s) if necessary) 12.Amount of Payment (check all that apply)14.Type of Payment (check all that apply) $ _____________ actual planned a. retainer b. one-time fee 13.Form of Payment (check all that apply):c. commission a. cash d. contingent fee b. in-kind; specify: nature _______________e deferred Value _____________ f. other, specify _________________________ 15.Brief Description of Services Performed or to be performed and Date(s) of Service, including officer(s), employee(s), or member(s) contacted, for Payment Indicated in Item 12: (attach Continuation Sheet(s) if necessary) 16.Continuation Sheet(s) attached: Yes No 17.Information requested through this form is authorized by Title 31 U.S.C. Section 1352. This disclosure of lobbying reliance was placed by the tier above when his transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be reported to Congress semiannually and will be available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Signature: ________________________________________ Print Name: _______________________________________ Title: ____________________________________________ Telephone No.: ____________________ Date: ___________ Authorized for Local Reproduction Federal Use Only: Standard Form - LLL Standard Form LLL Rev. 04-28-06 Distribution: Orig- Local Agency Project Files APPENDIX L - 1 N/A N/A N/A N/A N/A N/A N/AN/A N/A X Kris R. Lutton, PG Senior Vice President (949) 681-4203 06/03/2021 N/A DR A F T 258 Local Assistance Procedures Manual EXHBIT 10-Q Disclosure of Lobbying Activities Page 1 LPP 13-01 May 8, 2013 EXHIBIT 10-Q DISCLOSURE OF LOBBYING ACTIVITIES COMPLETE THIS FORM TO DISCLOSE LOBBYING ACTIVITIES PURSUANT TO 31 U.S.C. 1352 1. Type of Federal Action: 2. Status of Federal Action: 3. Report Type: a. contract a. bid/offer/application a. initial b. grant b. initial award b. material change c. cooperative agreement c. post-award d. loan For Material Change Only: e. loan guarantee year ____ quarter _________ f. loan insurance date of last report __________ 4. Name and Address of Reporting Entity 5. If Reporting Entity in No. 4 is Subawardee, Enter Name and Address of Prime: Prime Subawardee Tier _______ , if known Congressional District, if known Congressional District, if known 6. Federal Department/Agency:7. Federal Program Name/Description: CFDA Number, if applicable ____________________ 8.Federal Action Number, if known:9.Award Amount, if known: 10.Name and Address of Lobby Entity 11.Individuals Performing Services (If individual, last name, first name, MI) (including address if different from No. 10) (last name, first name, MI) (attach Continuation Sheet(s) if necessary) 12.Amount of Payment (check all that apply)14.Type of Payment (check all that apply) $ _____________ actual planned a. retainer b. one-time fee 13.Form of Payment (check all that apply):c. commission a. cash d. contingent fee b. in-kind; specify: nature _______________e deferred Value _____________ f. other, specify _________________________ 15.Brief Description of Services Performed or to be performed and Date(s) of Service, including officer(s), employee(s), or member(s) contacted, for Payment Indicated in Item 12: (attach Continuation Sheet(s) if necessary) 16.Continuation Sheet(s) attached: Yes No 17.Information requested through this form is authorized by Title 31 U.S.C. Section 1352. This disclosure of lobbying reliance was placed by the tier above when his transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be reported to Congress semiannually and will be available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Signature: ________________________________________ Print Name: _______________________________________ Title: ____________________________________________ Telephone No.: ____________________ Date: ___________ Authorized for Local Reproduction Federal Use Only: Standard Form - LLL Standard Form LLL Rev. 04-28-06 Distribution: Orig- Local Agency Project Files APPENDIX L - 1 DR A F T 259 Local Assistance Procedures Manual EXHBIT 10-Q Disclosure of Lobbying Activities Page 1 LPP 13-01 May 8, 2013 EXHIBIT 10-Q DISCLOSURE OF LOBBYING ACTIVITIES COMPLETE THIS FORM TO DISCLOSE LOBBYING ACTIVITIES PURSUANT TO 31 U.S.C. 1352 1. Type of Federal Action: 2. Status of Federal Action: 3. Report Type: a. contract a. bid/offer/application a. initial b. grant b. initial award b. material change c. cooperative agreement c. post-award d. loan For Material Change Only: e. loan guarantee year ____ quarter _________ f. loan insurance date of last report __________ 4. Name and Address of Reporting Entity 5. If Reporting Entity in No. 4 is Subawardee, Enter Name and Address of Prime: Prime Subawardee Tier _______ , if known Congressional District, if known Congressional District, if known 6. Federal Department/Agency:7. Federal Program Name/Description: CFDA Number, if applicable ____________________ 8.Federal Action Number, if known:9.Award Amount, if known: 10.Name and Address of Lobby Entity 11.Individuals Performing Services (If individual, last name, first name, MI) (including address if different from No. 10) (last name, first name, MI) (attach Continuation Sheet(s) if necessary) 12.Amount of Payment (check all that apply) 14.Type of Payment (check all that apply) $ _____________ actual planned a. retainer b. one-time fee 13.Form of Payment (check all that apply):c. commission a. cash d. contingent fee b. in-kind; specify: nature _______________e deferred Value _____________ f. other, specify _________________________ 15.Brief Description of Services Performed or to be performed and Date(s) of Service, including officer(s), employee(s), or member(s) contacted, for Payment Indicated in Item 12: (attach Continuation Sheet(s) if necessary) 16.Continuation Sheet(s) attached: Yes No 17.Information requested through this form is authorized by Title 31 U.S.C. Section 1352. This disclosure of lobbying reliance was placed by the tier above when his transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be reported to Congress semiannually and will be available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Signature: ________________________________________ Print Name: _______________________________________ Title: ____________________________________________ Telephone No.: ____________________ Date: ___________ Authorized for Local Reproduction Federal Use Only: Standard Form - LLL Standard Form LLL Rev. 04-28-06 Distribution: Orig- Local Agency Project Files APPENDIX L - 1 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/AN/A N/A N/A X N/A Jennifer A. Purcell, PE President / CEO 951-784-4630 5/24/21 DR A F T 260 Page 1 COMPLETE THIS FORM TO DISCLOSE LOBBYING ACTIVITIES PURSUANT TO 31 U.S.C. 1352 1. Type of Federal Action: 2. Status of Federal Action: 3. Report Type: a. contract a. bid/offer/application a. initial b. grant b. initial award b. material change c. cooperative agreement c. post-award d. loan For Material Change Only: e. loan guarantee year ____ quarter _________ f. loan insurance date of last report __________ 4. Name and Address of Reporting Entity 5. If Reporting Entity in No. 4 is Subawardee, Enter Name and Address of Prime: Prime Subawardee Tier _______ , if known Congressional District, if known Congressional District, if known 6. Federal Department/Agency:7. Federal Program Name/Description: CFDA Number, if applicable ____________________ 8.Federal Action Number, if known:9.Award Amount, if known: 10.Name and Address of Lobby Entity 11.Individuals Performing Services (If individual, last name, first name, MI) (including address if different from No. 10) (last name, first name, MI) (attach Continuation Sheet(s) if necessary) 12.Amount of Payment (check all that apply)14.Type of Payment (check all that apply) $ _____________ actual planned a. retainer b. one-time fee 13.Form of Payment (check all that apply):c. commission a. cash d. contingent fee b. in-kind; specify: nature _______________e deferred Value _____________ f. other, specify _________________________ 15.Brief Description of Services Performed or to be performed and Date(s) of Service, including officer(s), employee(s), or member(s) contacted, for Payment Indicated in Item 12: (attach Continuation Sheet(s) if necessary) 16.Continuation Sheet(s) attached: Yes No 17.Information requested through this form is authorized by Title 31 U.S.C. Section 1352. This disclosure of lobbying reliance was placed by the tier above when his transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be reported to Congress semiannually and will be available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Signature: ________________________________________ Print Name: _______________________________________ Title: ____________________________________________ Telephone No.: ____________________ Date: ___________ Authorized for Local Reproduction Federal Use Only: Standard Form - LLL Standard Form LLL Rev. 04-28-06 Distribution: Orig- Local Agency Project Files APPENDIX L - 1 _________________________________________________________________________________________________________________________ __________________________________________________________ 5/20/2021 DR A F T 261 17336.00600\33928482.2 Agreement No. 21-33-129-00 PROFESSIONAL SERVICES AGREEMENT WITH FTA AND PROPOSITION 1B FUNDING ASSISTANCE RIVERSIDE COUNTY TRANSPORTATION COMMISSION AGREEMENT WITH RAILPROS FOR ON-CALL DESIGN ENGINEERING AND ENVIRONMENTAL SERVICES FOR THE CONSTRUCTION OF COMMUTER RAIL STATION CAPITAL IMPROVEMENT PROJECTS Parties and Date. This Agreement is made and entered into this ___ day of _______, 2021, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("the Commission") and RailPros ("Consultant"), a Corporation. The Commission and Consultant are sometimes referred to herein individually as “Party”, and collectively as the “Parties”. Recitals. A.On November 8, 1988 the Voters of Riverside County approved Measure A authorizing the collection of a one-half percent (1/2 %) retail transactions and use tax (the "tax") to fund transportation programs and improvements within the County of Riverside, and adopting the Riverside County Transportation Improvement Plan (the "Plan"). B.Pursuant to Public Utility Code Sections 240000 et seq., the Commission is authorized to allocate the proceeds of the Tax in furtherance of the Plan. C.On November 5, 2002, the voters of Riverside County approved an extension of the Measure A tax for an additional thirty (30) years for the continued funding of transportation and improvements within the County of Riverside. D.A source of funding for payment for on-call professional consulting services provided under this Agreement may be Proposition 1B funds (“Prop 1B”) funds administered by the California Department of Transportation (“Caltrans”), and/or funds from the Federal Transit Administration (“FTA”). This Agreement shall not be deemed to be approved by the Commission until the certification shown in Exhibit “E” attached hereto and incorporated herein by reference, is executed. E.Consultant desires to perform and assume responsibility for the provision of certain on-call design engineering and environmental services for the construction of DR A F T ATTACHMENT 3 262 17336.00600\33928482.2 3 commuter rail station capital improvement projects in the County of Riverside, California. Services shall be provided on the terms and conditions set forth in this Agreement and in the task order(s) to be solicited, awarded and authorized by Commission as further described in this Agreement (“Task Order”). Consultant represents that it is experienced in providing such services to public clients, is licensed in the State of California (if necessary), and is familiar with the plans of the Commission. G.Commission desires to engage Consultant to render such services on an on-call basis. Services shall be ordered by Task Order(s) to be issued pursuant to this Agreement for future projects as set forth herein and in each Task Order (each such project shall be designated a “Project” under this Agreement). Terms. 1.General Scope of Services. Consultant shall furnish all technical and professional services, including labor, material, equipment, transportation, supervision and expertise, and incidental and customary work necessary to fully and adequately supply the on-call design engineering and environmental services for the Projects ("Services"). The Services are generally described in Exhibit "A" attached hereto and incorporated herein by reference. The Services shall be more particularly described in the individual Task Orders issued by the Commission’s Executive Director or designee. No Services shall be performed unless authorized by a fully executed Task Order. All Services shall be subject to, and performed in accordance with, this Agreement, the relevant Task Order, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 2.Task Orders; Commencement of Services; Schedule of Services. Services under this Agreement shall be requested by the Commission pursuant to Task Order requests. If Commission accepts Consultant’s Task Order proposal, Commission shall issue a purchase order or executed task order for the Services (“Commission’s Task Order Authorization”). Consultant’s agreement to the final terms of a proposed Task Order, Commission’s Task Order Authorization and Consultant’s commencement of the Services shall indicate the Parties’ agreement to the terms of the relevant Task Order. Consultant shall commence Services under a Task Order within five (5) days of receiving Commission’s Task Order Authorization. Consultant shall perform the Services expeditiously, in accordance with the Schedule of Services set forth in a Task Order. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, Commission shall respond to Consultant's submittals in a timely manner. Upon request of the Commission, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.Pre-Award Audit. As a result of the funding for this Project, and to the extent Caltrans procedures apply in connection therewith, issuance of a “Notice to Proceed” or DR A F T 263 17336.00600\33928482.2 4 other authorization to proceed under a Task Order may be contingent upon completion and approval of a pre-award audit. Any questions raised during the pre-award audit shall be resolved before the Commission will consider approval of this Agreement. The funding provided under this Agreement is contingent on meeting all funding requirements and could be withdrawn, thereby entitling the Commission to terminate this Agreement, if the procedures are not completed. The Consultant’s files shall be maintained in a manner to facilitate State process reviews. In addition, Caltrans may require that prior to performance of any work for which funding reimbursement through Caltrans is requested and provided, that Caltrans must give to Commission an “Authorization to Proceed”. 4. Audit Procedures. 4.1 Consultant and certain subconsultant contracts, including cost proposals and ICR, are subject to audits or reviews such as, but not limited to, a contract audit, an incurred cost audit, an Independent Cost Review (ICR) Audit, or a CPA ICR audit work paper review. If selected for audit or review, this Agreement, Consultant’s cost proposal and ICR and related work papers, if applicable, will be reviewed to verify compliance with 48 CFR, Part 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review it is Consultant’s responsibility to ensure federal, state, or local government officials are allowed full access to the CPA’s work papers including making copies as necessary. This Agreement, Consultant’s cost proposal, and ICR shall be adjusted by Consultant and approved by the Commission’s contract manager to conform to the audit or review recommendations. Consultant agrees that individual terms of costs identified in the audit report shall be incorporated into this Agreement by this reference if directed by Commission at its sole discretion. Refusal by Consultant to incorporate audit or review recommendations, or to ensure that the federal, state or local governments have access to CPA work papers, will be considered a breach of the Agreement terms and cause for termination of this Agreement and disallowance of prior reimbursed costs. Additional audit provisions applicable to this Agreement are set forth in Sections 22 and 23 of this Agreement. Section 4.2 and 4.3 shall apply to the extent applicable to the Task Order and funding source. 4.2 During any Caltrans’ review of the ICR audit work papers created by the Consultant’s independent CPA, Caltrans will work with the CPA and/or Consultant toward a resolution of issues that arise during the review. Each party agrees to use its best efforts to resolve any audit disputes in a timely manner. If Caltrans identifies significant issues during the review and is unable to issue a cognizant approval letter, Commission will reimburse the Consultant at an accepted ICR until a FAR (Federal Acquisition Regulation) compliant ICR {e.g. 48 CFR Part 31; GAGAS (Generally Accepted Auditing Standards); CAS (Cost Accounting Standards), if applicable; in accordance with procedures and guidelines of the American Association of State Highways and Transportation Officials (AASHTO) Audit Guide; and other applicable procedures and guidelines is received and approved by Caltrans. Accepted rates will be as follows: DR A F T 264 17336.00600\33928482.2 5 a. If the proposed rate is less than one hundred fifty percent (150%) - the accepted rate reimbursed will be ninety percent (90%) of the proposed rate. b. If the proposed rate is between one hundred fifty percent (150%) and two hundred percent (200%) - the accepted rate will be eighty-five percent (85%) of the proposed rate. c. If the proposed rate is greater than two hundred percent (200%) - the accepted rate will be seventy-five percent (75%) of the proposed rate. 4.3 If Caltrans is unable to issue a cognizant letter per Section 4.2 above, Caltrans may require Consultant to submit a revised independent CPA-audited ICR and audit report within three (3) months of the effective date of the Caltrans’ management letter. Caltrans will then have up to six (6) months to review the Consultant’s and/or the independent CPA’s revisions. If the Consultant fails to comply with the provisions of this Section 4, or if Caltrans is still unable to issue a cognizant approval letter after the revised independent CPA audited ICR is submitted, overhead cost reimbursement will be limited to the accepted ICR that was established upon initial rejection of the ICR and set forth in Section 4.2 above for all rendered services. In this event, this accepted ICR will become the actual and final ICR for reimbursement purposes under this Agreement. Consultant may submit to Commission final invoice only when all of the following items have occurred: (1) Caltrans accepts or adjusts the original or revised independent CPA audited ICR; (2) all work under this Agreement has been completed to the satisfaction of Commission; and, (3) Caltrans has issued its final ICR review letter. The Consultant must submit its final invoice to Commission no later than sixty (60) calendar days after occurrence of the last of these items. The accepted ICR will apply to this Agreement and all Task Orders issued under this Agreement, and all other agreements executed between the Commission and the Consultant, either as a prime or subconsultant, with the same fiscal period ICR. 5. Term. 5.1 This Agreement shall go into effect on the date first set forth above, contingent upon approval by Commission, and Consultant shall commence work after notification to proceed by Commission’s Contract Administrator. This Agreement shall end on September 30, 2024, unless extended by contract amendment. The Commission may extend the term of this Agreement, in its sole discretion, for one additional two (2) year period. 5.2 Consultant is advised that any recommendation for contract award is not binding on Commission until this Agreement is fully executed and approved by the Commission. DR A F T 265 17336.00600\33928482.2 6 5.3 This Agreement shall remain in effect until the date set forth above, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. All applicable indemnification provisions of this Agreement shall remain in effect following the termination of this Agreement. 6. Commission's Contract Administrator. The Commission hereby designates the Commission's Executive Director, or his or her designee, to act as its Contract Administrator for the performance of this Agreement ("Commission’s Contract Administrator"). Commission’s Contract Administrator shall have the authority to act on behalf of the Commission for all purposes under this Agreement. Commission’s Contract Administrator shall also review and give approval, as needed, to the details of Consultant's work as it progresses. Consultant shall not accept direction or orders from any person other than the Commission’s Contract Administrator or his or her designee. 7. Consultant's Representative. Consultant hereby designates Douglas B. Sawyer to act as its Representative for the performance of this Agreement ("Consultant’s Representative"). Consultant's Representative shall have full authority to act on behalf of Consultant for all purposes under this Agreement. The Consultant’s Representative shall supervise and direct the Services, using his or her professional skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. Consultant shall work closely and cooperate fully with Commission’s Contract Administrator and any other agencies which may have jurisdiction over, or an interest in, the Services. Consultant's Representative shall be available to the Commission staff at all reasonable times. Any substitution in Consultant's Representative shall be approved in writing by Commission’s Contract Administrator. 8. Substitution of Key Personnel. Consultant has represented to the Commission that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval by the Commission. In the event that the Commission and Consultant cannot agree as to the substitution of the key personnel, the Commission shall be entitled to terminate this Agreement for cause, pursuant to the provisions herein. The key personnel for performance of this Agreement are: Basem Muallem, Nathan Ortega, Robert Williams, Karen Hankinson, Aaron Silver, or as otherwise identified in the Task Order. 9. Standard of Care; Licenses. Consultant represents and maintains that it is skilled in the professional calling necessary to perform all Services, duties and obligations required by this Agreement to fully and adequately complete the Project. Consultant shall perform the Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Consultant further represents and warrants to the Commission that its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally DR A F T 266 17336.00600\33928482.2 7 required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant shall perform, at its own cost and expense and without reimbursement from the Commission, any services necessary to correct errors or omissions which are caused by the Consultant’s failure to comply with the standard of care provided for herein, and shall be fully responsible to the Commission for all damages and other liabilities provided for in the indemnification provisions of this Agreement arising from the Consultant’s errors and omissions. Any employee of Consultant or its sub-consultants who is determined by the Commission to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the Commission, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 10. Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. Commission retains Consultant on an independent contractor basis and not as an employee, agent or representative of the Commission. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries and other amounts due such personnel in connection with their performance of Services and as required by law. Consultant shall be responsible for all reports and obligations respecting such personnel, including but not limited to, social security taxes, income tax withholdings, unemployment insurance, disability insurance, and workers' compensation insurance. 11. Project Progress. 11.1 Modification of the Schedule. Consultant shall regularly report to the Commission, through correspondence or progress reports, its progress in providing required Services within the scheduled time periods. Commission shall be promptly informed of all anticipated delays. In the event that Consultant determines that a schedule modification is necessary, Consultant shall promptly submit a revised Schedule of Services for approval by Commission’s Contract Administrator. 11.2 Trend Meetings. Consultant shall conduct trend meetings with the Commission’s Contract Administrator and other interested parties, as requested by the Commission, on a bi-weekly basis or as may be mutually scheduled by the Parties at a standard day and time. These trend meetings will encompass focused and informal discussions concerning scope, schedule, and current progress of Services, relevant cost issues, and future Project objectives. Consultant shall be responsible for the preparation and distribution of meeting agendas to be received by the Commission and other attendees no later than three (3) working days prior to the meeting. DR A F T 267 17336.00600\33928482.2 8 11.3 Progress Reports. As part of its monthly invoice, Consultant shall submit a progress report, in a form determined by the Commission, which will indicate the progress achieved during the previous month in relation to the Schedule of Services. Submission of such progress report by Consultant shall be a condition precedent to receipt of payment from the Commission for each monthly invoice submitted. 12. Delay in Performance. 12.1 Excusable Delays. Should Consultant be delayed or prevented from the timely performance of any act or Services required by the terms of the Agreement by reason of acts of God or of the public enemy, acts or omissions of the Commission or other governmental agencies in either their sovereign or contractual capacities, fires, floods, pandemics, epidemics, quarantine restrictions, strikes, freight embargoes or unusually severe weather, performance of such act shall be excused for the period of such delay. 12.2 Written Notice. If Consultant believes it is entitled to an extension of time due to conditions set forth in subsection 12.1, Consultant shall provide written notice to the Commission within seven (7) working days from the time Consultant knows, or reasonably should have known, that performance of the Services will be delayed due to such conditions. Failure of Consultant to provide such timely notice shall constitute a waiver by Consultant of any right to an excusable delay in time of performance. 12.3 Mutual Agreement. Performance of any Services under this Agreement may be delayed upon mutual agreement of the Parties. Upon such agreement, Consultant's Schedule of Services shall be extended as necessary by the Commission. Consultant shall take all reasonable steps to minimize delay in completion, and additional costs, resulting from any such extension. 13. Preliminary Review of Work. All reports, working papers, and similar work products prepared for submission in the course of providing Services under this Agreement shall be submitted to the Commission’s Contract Administrator in draft form, and the Commission may require revisions of such drafts prior to formal submission and approval. In the event plans and designs are to be developed as part of the Project, final detailed plans and designs shall be contingent upon obtaining environmental clearance as may be required in connection with Federal funding. In the event that Commission’s Contract Administrator, in his or her sole discretion, determines the formally submitted work product to be not in accordance with the standard of care established under this Agreement, Commission’s Contract Administrator may require Consultant to revise and resubmit the work at no cost to the Commission. 14. Appearance at Hearings. If and when required by the Commission, Consultant shall render assistance at public hearings or other meetings related to the Project or necessary to the performance of the Services. However, Consultant shall not be required to, and will not, render any decision, interpretation or recommendation regarding questions of a legal nature or which may be construed as constituting a legal opinion. DR A F T 268 17336.00600\33928482.2 9 15. Opportunity to Cure; Inspection of Work. Commission may provide Consultant an opportunity to cure, at Consultant's expense, all errors and omissions which may be disclosed during Project implementation. Should Consultant fail to make such correction in a timely manner, such correction may be made by the Commission, and the cost thereof charged to Consultant. Consultant shall allow the Commission’s Contract Administrator and Caltrans to inspect or review Consultant's work in progress at any reasonable time. 16. Claims Filed by Contractor. 16.1 If claims are filed by the Commission’s contractor for the Project (“Contractor”) relating to work performed by Consultant’s personnel, and additional information or assistance from the Consultant’s personnel is required by the Commission in order to evaluate or defend against such claims; Consultant agrees to make reasonable efforts to make its personnel available for consultation with the Commission’s construction contract administration and legal staff and for testimony, if necessary, at depositions and at trial or arbitration proceedings. 16.2 Consultant’s personnel that the Commission considers essential to assist in defending against Contractor claims will be made available on reasonable notice from the Commission. Consultation or testimony will be reimbursed at the same rates, including travel costs that are being paid for the Consultant’s personnel services under this Agreement. 16.3 Services of the Consultant’s personnel and other support staff in connection with Contractor claims will be performed pursuant to a written contract amendment, if necessary, extending the termination date of this Agreement in order to finally resolve the claims. 16.4 Nothing contained in this Section shall be construed to in any way limit Consultant’s indemnification obligations contained in Section 29. In the case of any conflict between this Section and Section 29, Section 29 shall govern. This Section is not intended to obligate the Commission to reimburse Consultant for time spent by its personnel related to Contractor claims for which Consultant is required to indemnify and defend the Commission pursuant to Section 29 of this Agreement. 17. Final Acceptance. Upon determination by the Commission that Consultant has satisfactorily completed the Services required under this Agreement and within the term set forth herein the Commission shall give Consultant a written Notice of Final Acceptance. Upon receipt of such notice, Consultant shall incur no further costs hereunder, unless otherwise specified in the Notice of Final Acceptance. Consultant may request issuance of a Notice of Final Acceptance when, in its opinion, it has satisfactorily completed all Services required under the terms of this Agreement. In the event copyrights are permitted under this Agreement, then in connection with Federal funding, it is hereby acknowledged and agreed that the United States Department of Transportation shall have the royalty-free non-exclusive and irrevocable right to DR A F T 269 17336.00600\33928482.2 10 reproduce, publish, or otherwise use, and to authorize others to use, the work for governmental purposes. 18.Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. For example, and not by way of limitation, Consultant shall keep itself fully informed of and in compliance with all implementing regulations, design standards, specifications, previous commitments that must be incorporated in the design of the Project, and administrative controls including those of the United States Department of Transportation. Compliance with Federal procedures may include completion of the applicable environmental documents and approved by the United States Department of Transportation. For example, and not by way of limitation, a signed Categorical Exclusion, Finding of No Significant Impact, or published Record of Decision may be required to be approved and/or completed by the United States Department of Transportation. For Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the Commission, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold Commission, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 19.Fees and Payment. 19.1 The method of payment for this Agreement will be based on actual cost plus a fixed fee. Commission shall reimburse Consultant for actual costs (including labor costs, employee benefits, travel, equipment rental costs, overhead and other direct costs) incurred by Consultant in performance of the Services. Consultant shall not be reimbursed for actual costs that exceed the estimated wage rates, employee benefits, travel, equipment rental, overhead, and other estimated costs set forth in the approved Consultant cost proposal attached hereto as Exhibit “B” and incorporated herein by reference, or any cost proposal included as part of a Task Order (“Cost Proposal”) unless additional reimbursement is provided for by written amendment. In no event, shall Consultant be reimbursed for overhead costs at a rate that exceeds Commission’s approved overhead rate set forth in the Cost Proposal. To the extent legally permissible, Consultant’s approved overhead rate shall be fixed for the term of this Agreement. In the event that Commission determines that a change to the Services from that specified in the Cost Proposal, this Agreement or any Task Order is required, the Agreement time or actual costs reimbursable by Commission shall be adjusted by written amendment to accommodate the changed work. The maximum total cost as specified in Section 19.8 shall not be exceeded, unless authorized by a written amendment. 19.2 In addition to the allowable incurred costs, Commission shall pay Consultant a fixed fee to be set forth in each Task Order (“Fixed Fee”). The Fixed Fee is DR A F T 270 17336.00600\33928482.2 11 nonadjustable for each Task Order, except in the event of a significant change in the Scope of Services, and such adjustment is made by written amendment. 19.3 Reimbursement for transportation and subsistence costs shall not exceed the rates specified in the approved Cost Proposal. In addition, payments to Consultant for travel and subsistence expenses claimed for reimbursement or applied as local match credit shall not exceed rates authorized to be paid exempt non- represented State employees under current State Department of Personnel Administration (DPA) rules, unless otherwise authorized by Commission. If the rates invoiced are in excess of those authorized DPA rates, and Commission has not otherwise approved said rates, then Consultant is responsible for the cost difference and any overpayments shall be reimbursed to the Commission on demand. 19.4 When milestone cost estimates are included in the approved Cost Proposal for a Task Order, Consultant shall obtain prior written approval for a revised milestone cost estimate from the Contract Administrator before exceeding such cost estimate. 19.5 Progress payments shall be made monthly in arrears based on Services provided and allowable incurred costs. A pro rata portion of the Fixed Fee shall be included in the monthly progress payments. If Consultant fails to submit the required deliverable items according to the schedule set forth in the Scope of Services, Commission shall have the right to delay payment or terminate this Agreement in accordance with the provisions of Section 21, Termination. 19.6 No payment shall be made prior to approval of any Services, nor for any Services performed prior to approval of this Agreement. 19.7 Consultant shall be reimbursed, as promptly as fiscal procedures will permit upon receipt by Commission’s Contract Administrator of itemized invoices in triplicate. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Consultant is billing. Invoices shall detail the work performed on each milestone and each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference this Agreement number and project title. Final invoice must contain the final cost and all credits due Commission including any equipment purchased under the Equipment Purchase provisions of this Agreement. The final invoice should be submitted within 60 calendar days after completion of Consultant’s work. Invoices shall be mailed to Commission’s Contract Administrator at the following address: Riverside County Transportation Commission Attention: Accounts Payable P.O. 12008 Riverside, CA 92502 19.8 The total amount payable by Commission, including the Fixed Fee, shall not exceed the amount set forth in each Task Order. DR A F T 271 17336.00600\33928482.2 12 19.9 Commission has or will enter into four (4) task order contracts for performance of the Scope of Services identified in Exhibit “A”, including this Agreement (“Design & Environmental Services Task Order Contracts”). The other Design & Environmental Services Task Order Contracts are HDR Engineering Inc.; Moffatt and Nichol; and STV Incorporated. The total amount payable by Commission for the Design & Environmental Services Task Order Contracts shall not exceed a cumulative maximum total value of Ten Million Dollars ($10,000,000) (“NTE Sum”). It is understood and agreed that there is no guarantee, either expressed or implied that this dollar amount will be authorized under the Design & Environmental Services Task Order Contracts through Task Orders. Each time a Task Order is awarded under any of the Design & Environmental Services Task Order Contracts, Commission must send written notification to Consultant and each of the other consultants entering into the Design & Environmental Services Task Order Contracts. The notice must identify the total funds allocated under issued Task Orders, and the remaining unencumbered amount of the NTE Sum. Consultant acknowledges and agrees that Commission must not pay any amount under this Agreement that would exceed the NTE Sum, and Consultant must not enter into a Task Order that exceeds the NTE Sum. 19.10 Salary increases shall be reimbursable if the new salary is within the salary range identified in the approved Cost Proposal and is approved by Commission’s Contract Administrator. For personnel subject to prevailing wage rates as described in the California Labor Code, all salary increases, which are the direct result of changes in the prevailing wage rates are reimbursable. 19.11 Consultant shall not be reimbursed for any expenses unless authorized in writing by the Commission’s Contract Administrator. 19.12 All subcontracts in excess of $25,000 shall contain the above provisions. 20. Disputes. 20.1 Any dispute, other than audit, concerning a question of fact arising under this Agreement that is not disposed of by mutual agreement of the Parties shall be decided by a committee consisting of RCTC’s Contract Administrator and the Director of Capital Projects, who may consider written or verbal information submitted by Consultant. 20.2 Not later than 30 days after completion of all Services under this Agreement, Consultant may request review by the Commission’s Executive Director of unresolved claims or disputes, other than audit. The request for review will be submitted in writing. 20.3 Neither the pendency of a dispute, nor its consideration by the committee will excuse Consultant from full and timely performance in accordance with the terms of this Agreement. DR A F T 272 17336.00600\33928482.2 13 21. Termination. 21.1 Commission reserves the right to terminate this Agreement upon thirty (30) calendar days written notice to Consultant, for any or no reason, with the reasons for termination stated in the notice. Commission may terminate Services under a Task Order, at any time, for any or no reason, with the effective date of termination to be specified in the notice of termination of Task Order. 21.2 Commission may terminate this Agreement with Consultant should Consultant fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, Commission may proceed with the Services in any manner deemed proper by Commission. If Commission terminates this Agreement with Consultant, Commission shall pay Consultant the sum due to Consultant under this Agreement for Services completed and accepted prior to termination, unless the cost of completion to Commission exceeds the funds remaining in the Agreement. In such case, the overage shall be deducted from any sum due Consultant under this Agreement and the balance, if any, shall be paid to Consultant upon demand. 21.3 In addition to the above, payment upon termination shall include a prorated amount of profit, if applicable, but no amount shall be paid for anticipated profit on unperformed Services. Consultant shall provide documentation deemed adequate by Commission’s Contract Administrator to show the Services actually completed by Consultant prior to the effective date of termination. This Agreement shall terminate on the effective date of the Notice of Termination 21.4 Upon receipt of the written Notice of Termination, Consultant shall discontinue all affected Services as directed in the Notice or as otherwise provided herein, and deliver to the Commission all Documents and Data, as defined in this Agreement, as may have been prepared or accumulated by Consultant in performance of the Services, whether completed or in progress. 21.5 In addition to the above, Consultant shall be liable to the Commission for any reasonable additional costs incurred by the Commission to revise work for which the Commission has compensated Consultant under this Agreement, but which the Commission has determined in its sole discretion needs to be revised, in part or whole, to complete the Project because it did not meet the standard of care established in this Agreement. Termination of this Agreement for cause may be considered by the Commission in determining whether to enter into future agreements with Consultant. 21.6 The rights and remedies of the Parties provided in this Section are in addition to any other rights and remedies provided by law or under this Agreement. 21.7 Consultant, in executing this Agreement, shall be deemed to have waived any and all claims for damages which may otherwise arise from the Commission's termination of this Agreement, for convenience or cause, as provided in this Section. DR A F T 273 17336.00600\33928482.2 14 21.8 Consultant may not terminate this Agreement except for cause. 22.Cost Principles and Administrative Requirements. 22.1 Consultant agrees that the Contract Cost Principles and Procedures, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., shall be used to determine the cost allowability of individual items. 22.2 Consultant also agrees to comply with federal procedures in accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. 22.3 Any costs for which payment has been made to CONSULTANT that are determined by subsequent audit to be unallowable under 2 CFR, Part 200 and 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., are subject to repayment by Consultant to Commission. 22.4 All subcontracts in excess of $25,000 shall contain the above provisions. 23.Retention of Records/Audit. For the purpose of determining compliance with, as applicable, 2 CFR Part 200, Public Contract Code 10115, et seq. and Title 21, California Code of Regulations, Chapter 21, Section 2500 et seq., when applicable and other matters connected with the performance of this Agreement pursuant to Government Code 8546.7; Consultant, subconsultants, and Commission shall maintain and make available for inspection all books, documents, papers, accounting records, and other evidence pertaining to the performance of this Agreement, including but not limited to, the costs of administering this Agreement. All parties shall make such materials available at their respective offices at all reasonable times during the Agreement period and for three years from the date of final payment under this Agreement. The State, State Auditor, Commission, or any duly authorized representative of the State or Federal Government shall have access to any books, records, and documents of Consultant and it’s certified public accountants (CPA) work papers that are pertinent to this Agreement and, if applicable, indirect cost rates (ICR) for audit, examinations, excerpts, and transactions, and copies thereof shall be furnished if requested. Subcontracts in excess of $25,000 shall contain this provision. 23.1 Accounting System. Consultant and its subcontractors shall establish and maintain an accounting system and records that properly accumulate and segregate expenditures by line item for the Services. The accounting system of Consultant and its subcontractors shall conform to Generally Accepted Accounting Principles (GAAP), enable the determination of incurred costs at interim points of completion, and provide support for reimbursement payment vouchers or invoices. DR A F T 274 17336.00600\33928482.2 15 24. Audit Review Procedures. 24.1 Any dispute concerning a question of fact arising under an interim or post audit of this Agreement that is not disposed of by agreement, shall be reviewed by Commission’s Chief Financial Officer. 24.2 Not later than 30 days after issuance of the final audit report, Consultant may request a review by Commission’s Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. 24.3 Neither the pendency of a dispute nor its consideration by Commission shall excuse Consultant from full and timely performance, in accordance with the terms of this Agreement. 25. Subcontracting. 25.1 Nothing contained in this Agreement or otherwise, shall create any contractual relation between Commission and any subconsultant(s), and no subcontract shall relieve Consultant of its responsibilities and obligations hereunder. Consultant agrees to be as fully responsible to Commission for the acts and omissions of its subconsultant(s) and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by Consultant. Consultant’s obligation to pay its subconsultant(s) is an independent obligation from Commission’s obligation to make payments to the Consultant. 25.2 Consultant shall perform the Services contemplated with resources available within its own organization and no portion of the Services pertinent to this Agreement shall be subcontracted without written authorization by Commission’s Contract Administrator, except that, which is expressly identified in the approved Cost Proposal. 25.3 Consultant shall pay its subconsultants within ten (10) calendar days from receipt of each payment made to Consultant by Commission. 25.4 Any subcontract in excess of $25,000 entered into as a result of this Agreement shall contain all the provisions stipulated in this Agreement to be applicable to subconsultants. 25.5 Any substitution of subconsultant(s) must be approved in writing by Commission’s Contract Administrator prior to the start of work by the subconsultant(s). 25.6 Exhibit “B” may set forth the rates at which each subconsultant shall bill the Consultant for Services and that are subject to reimbursement by the Commission to Consultant. Additional Direct Costs, as defined in Exhibit “B” shall be the same for both the Consultant and all subconsultants, unless otherwise identified in Exhibit “B” or in a Task Order. The subconsultant rate schedules and cost proposals contained herein are for accounting purposes only. DR A F T 275 17336.00600\33928482.2 16 26.Equipment Purchase 26.1 Prior authorization, in writing, by Commission’s Contract Administrator shall be required before Consultant enters into any unbudgeted purchase order, or subcontract for supplies, equipment, or services. Consultant shall provide an evaluation of the necessity or desirability of incurring such costs. 26.2 For purchase of any item, service or consulting work not covered in the Cost Proposal and exceeding $5,000 prior authorization, in writing, by Commission’s Contract Administrator is required. Three competitive quotations must be submitted with the request for such purchase, or the absence of bidding must be adequately justified. 26.3 Any equipment purchased as a result of this Agreement is subject to the following: Consultant shall maintain an inventory of all nonexpendable property. Nonexpendable property is defined as having a useful life of at least two years and an acquisition cost of $5,000 or more. If the purchased equipment needs replacement and is sold or traded in, Commission shall receive a proper refund or credit at the conclusion of this Agreement, or if this Agreement is terminated, Consultant may either keep the equipment and credit Commission in an amount equal to its fair market value, or sell such equipment at the best price obtainable at a public or private sale, in accordance with established Commission procedures; and credit Commission in an amount equal to the sales price. If Consultant elects to keep the equipment, fair market value shall be determined at Consultant’s expense, on the basis of a competent independent appraisal of such equipment. Appraisals shall be obtained from an appraiser mutually agreeable to by Commission and Consultant. If Consultant determines to sell the equipment, the terms and conditions of such sale must be approved in advance by Commission. 2 CFR, Part 200 requires a credit to Federal funds when participating equipment with a fair market value greater than $5,000 is credited to the Project. 26.4 All subcontracts in excess $25,000 shall contain the above provisions. 27.Labor Code Requirements. 27.1 Prevailing Wages. (a)Consultant shall comply with the State of California’s General Prevailing Wage Rate requirements in accordance with California Labor Code, Section 1770, and all Federal, State, and local laws and ordinances applicable to the Services. (b)Any subcontract entered into as a result of this Agreement, if for more than $25,000 for public works construction or more than $15,000 for the alteration, demolition, repair, or maintenance of public works, shall contain all of the provisions of this Section. (c)When prevailing wages apply to the Services described in the Scope of Services, transportation and subsistence costs shall be reimbursed at the DR A F T 276 17336.00600\33928482.2 17 minimum rates set by the Department of Industrial Relations (DIR) as outlined in the applicable Prevailing Wage Determination. See http://www.dir.ca.gov. (d) Copies of the prevailing rate of per diem wages in effect at commencement of this Agreement are on file at the Commission’s offices. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant’s principal place of business and at the project site. Consultant shall defend, indemnify and hold the Commission, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 27.2 DIR Registration. Since the Services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements. 27.3 Eight-Hour Law. Pursuant to the provisions of the California Labor Code, eight hours of labor shall constitute a legal day’s work, and the time of service of any worker employed on the work shall be limited and restricted to eight hours during any one calendar day, and forty hours in any one calendar week, except when payment for overtime is made at not less than one and one-half the basic rate for all hours worked in excess of eight hours per day (“Eight-Hour Law”), unless Consultant or the Services are not subject to the Eight-Hour Law. Consultant shall forfeit to Commission as a penalty, $50.00 for each worker employed in the execution of this Agreement by him, or by any sub-consultant under him, for each calendar day during which such workman is required or permitted to work more than eight hours in any calendar day and forty hours in any one calendar week without such compensation for overtime violation of the provisions of the California Labor Code, unless Consultant or the Services are not subject to the Eight-Hour Law. 27.4 Employment of Apprentices. This Agreement shall not prevent the employment of properly indentured apprentices in accordance with the California Labor Code, and no employer or labor union shall refuse to accept otherwise qualified employees as indentured apprentices on the work performed hereunder solely on the ground of race, creed, national origin, ancestry, color or sex. Every qualified apprentice shall be paid the standard wage paid to apprentices under the regulations of the craft or trade in which he or she is employed and shall be employed only in the craft or trade to which he or she is registered. If California Labor Code Section 1777.5 applies to the Services, Consultant and any subcontractor hereunder who employs workers in any apprenticeable craft or trade DR A F T 277 17336.00600\33928482.2 18 shall apply to the joint apprenticeship council administering applicable standards for a certificate approving Consultant or any sub-consultant for the employment and training of apprentices. Upon issuance of this certificate, Consultant and any sub-consultant shall employ the number of apprentices provided for therein, as well as contribute to the fund to administer the apprenticeship program in each craft or trade in the area of the work hereunder. The parties expressly understand that the responsibility for compliance with provisions of this Section and with Sections 1777.5, 1777.6 and 1777.7 of the California Labor Code in regard to all apprenticeable occupations lies with Consultant 28. Ownership of Materials/Confidentiality. 28.1 Documents & Data. This Agreement creates an exclusive and perpetual license for Commission to copy, use, modify, reuse, or sub-license any and all copyrights and designs embodied in plans, specifications, studies, drawings, estimates, materials, data and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”). Consultant shall require all subcontractors to agree in writing that Commission is granted an exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to grant the exclusive and perpetual license for all such Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the Commission. Commission shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at Commission’s sole risk. 28.2 Intellectual Property. In addition, Commission shall have and retain all right, title and interest (including copyright, patent, trade secret and other proprietary rights) in all plans, specifications, studies, drawings, estimates, materials, data, computer programs or software and source code, enhancements, documents, and any and all works of authorship fixed in any tangible medium or expression, including but not limited to, physical drawings or other data magnetically or otherwise recorded on computer media (“Intellectual Property”) prepared or developed by or on behalf of Consultant under this Agreement as well as any other such Intellectual Property prepared or developed by or on behalf of Consultant under this Agreement. The Commission shall have and retain all right, title and interest in Intellectual Property developed or modified under this Agreement whether or not paid for DR A F T 278 17336.00600\33928482.2 19 wholly or in part by Commission, whether or not developed in conjunction with Consultant, and whether or not developed by Consultant. Consultant will execute separate written assignments of any and all rights to the above referenced Intellectual Property upon request of Commission. Consultant shall also be responsible to obtain in writing separate written assignments from any subcontractors or agents of Consultant of any and all right to the above referenced Intellectual Property. Should Consultant, either during or following termination of this Agreement, desire to use any of the above-referenced Intellectual Property, it shall first obtain the written approval of the Commission. All materials and documents which were developed or prepared by the Consultant for general use prior to the execution of this Agreement and which are not the copyright of any other party or publicly available and any other computer applications, shall continue to be the property of the Consultant. However, unless otherwise identified and stated prior to execution of this Agreement, Consultant represents and warrants that it has the right to grant the exclusive and perpetual license for all such Intellectual Property as provided herein. Commission further is granted by Consultant a non-exclusive and perpetual license to copy, use, modify or sub-license any and all Intellectual Property otherwise owned by Consultant which is the basis or foundation for any derivative, collective, insurrectional, or supplemental work created under this Agreement. 28.3 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of Commission, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use Commission's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of Commission. 28.4 Infringement Indemnification. Consultant shall defend, indemnify and hold the Commission, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by Commission of the Documents & Data, including any method, process, product, or concept specified or depicted. DR A F T 279 17336.00600\33928482.2 20 29. Indemnification. To the fullest extent permitted by law, Consultant shall defend, indemnify and hold Commission, Caltrans and their directors, officials, officers, employees, consultants, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, inverse condemnation, and any claims related to property acquisition and relocation rules or failure to detect or abate hazardous materials, which are brought by a third party, and which , in any manner arise out of or are incident to alleged negligent acts, omissions, or willful misconduct of Consultant, its officials, officers, employees, agents, consultants, and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of consequential damages, expert witness fees, and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against Commission, Caltrans, and their directors, officials, officers, employees, consultants, agents, or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against Commission, Caltrans or their directors, officials, officers, employees, consultants, agents, or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse Commission, Caltrans and their directors, officials, officers, employees, consultants, agents, and/or volunteers, for any and all legal expenses and costs, including reasonable attorney’s fees, incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Commission, Caltrans or their directors, officials officers, employees, consultants, agents, or volunteers. If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault. Consultant’s obligations as set forth in this Section shall survive expiration or termination of this Agreement. 30. Insurance. 30.1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the Commission that it has secured all insurance required under this Section, in a form and with insurance companies acceptable to the Commission. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this Section. 30.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to DR A F T 280 17336.00600\33928482.2 21 persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (a) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001 or exact equivalent); (2) Automobile Liability: Insurance Services Office Business Auto Coverage (form CA 0001, code 1 (any auto) or exact equivalent); and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. (b) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit. Limits may be achieved by any combination of primary and excess or umbrella liability insurance; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage. Limits may be achieved by any combination of primary and excess or umbrella liability insurance; and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation limits as required by the Labor Code of the State of California. Employer’s Practices Liability limits of $1,000,000 per accident. 30.3 Professional Liability. Consultant shall procure and maintain, and require its sub-consultants to procure and maintain, for a period of five (5) years following completion of the Project, errors and omissions liability insurance appropriate to their profession. For Consultant, such insurance shall be in an amount not less than $1,000,000 per claim. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend. Subconsultants of Consultant shall obtain such insurance in an amount not less than $2,000,000 per claim. Notwithstanding the foregoing, the Commission may consider written requests to lower or dispense with the errors and omissions liability insurance requirement contained in this Section for certain subconsultants of Consultant, on a case-by-case basis, depending on the nature and scope of the Services to be provided by the subconsultant. Approval of such request shall be in writing, signed by the Commission’s Contract Administrator. 30.4 Aircraft Liability Insurance. Prior to conducting any Services requiring use of aircraft, Consultant shall procure and maintain, or cause to be procured and maintained, aircraft liability insurance or equivalent form, with a single limit as shall DR A F T 281 17336.00600\33928482.2 22 be required by the Commission. Such insurance shall include coverage for owned, hired and non-owned aircraft and passengers, and shall name, or be endorsed to name, the Commission, Caltrans and their directors, officials, officers, employees and agents as additional insureds with respect to the Services or operations performed by or on behalf of the Consultant. 30.5 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the Commission to add the following provisions to the insurance policies: (a) General Liability. (i) Commercial General Liability Insurance must include coverage for (1) bodily Injury and property damage; (2) personal Injury/advertising Injury; (3) premises/operations liability; (4) products/completed operations liability; (5) aggregate limits that apply per Project; (6) explosion, collapse and underground (UCX) exclusion deleted; (7) contractual liability with respect to this Agreement; (8) broad form property damage; and (9) independent consultants coverage. (ii) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; or (3) contain any other exclusion contrary to this Agreement. (iii) The policy shall give the Commission, its directors, officials, officers, employees, and agents insured status using ISO endorsement forms 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (iv) The additional insured coverage under the policy shall be “primary and non-contributory” and will not seek contribution from the Commission’s or Caltrans’ insurance or self-insurance and shall be at least as broad as CG 20 01 04 13, or endorsements providing the exact same coverage. (b) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the Commission, Caltrans and their directors, officials, officers, employees and agents shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be primary insurance as respects the Commission, Caltrans and their directors, officials, officers, employees and agents, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant’s scheduled underlying coverage. Any insurance or self-insurance maintained by the Commission, Caltrans and their directors, officials, officers, employees and agents shall be excess of the Consultant’s insurance and shall not be called upon to contribute with it in any way. (c) Workers’ Compensation and Employers Liability Coverage. DR A F T 282 17336.00600\33928482.2 23 (i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (ii) The insurer shall agree to waive all rights of subrogation against the Commission, its directors, officials, officers, employees and agents for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. (d) All Coverages. (i) Defense costs shall be payable in addition to the limits set forth hereunder. (ii) Requirements of specific coverage or limits contained in this Section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits set forth herein shall be available to the Commission, Caltrans and their directors, officials, officers, employees and agents as additional insureds under said policies. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. (iii) The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the Commission (if agreed to in a written contract or agreement) before the Commission’s own insurance or self-insurance shall be called upon to protect it as a named insured. The umbrella/excess policy shall be provided on a “following form” basis with coverage at least as broad as provided on the underlying policy(ies). (iv) Consultant shall provide the Commission at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the Commission at least ten (10) days prior to the effective date of cancellation or expiration. (v) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage DR A F T 283 17336.00600\33928482.2 24 continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. (vi) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the Commission, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification. (vii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, Commission has the right but not the duty to obtain the insurance it deems necessary and any premium paid by Commission will be promptly reimbursed by Consultant or Commission will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, Commission may cancel this Agreement. The Commission may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (viii) Neither the Commission nor any of its directors, officials, officers, employees or agents shall be personally responsible for any liability arising under or by virtue of this Agreement. 30.6 Deductibles and Self-Insurance Retentions. Any deductibles or self- insured retentions must be declared to and approved by the Commission. If the Commission does not approve the deductibles or self-insured retentions as presented, Consultant shall guarantee that, at the option of the Commission, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the Commission, its directors, officials, officers, employees and agents; or, (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expense. 30.7 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating no less than A:VIII, licensed to do business in California, and satisfactory to the Commission. 30.8 Verification of Coverage. Consultant shall furnish Commission with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the Commission. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements must be received and approved by the Commission before work commences. The Commission reserves the right to require complete, certified copies of all required insurance policies, at any time. DR A F T 284 17336.00600\33928482.2 25 30.9 Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the Commission that they have secured all insurance required under this Section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the Commission as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, the Commission may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants. 30.10 Other Insurance. At its option, the Commission may require such additional coverage(s), limits and/or the reduction of deductibles or retentions it considers reasonable and prudent based upon risk factors that may directly or indirectly impact the Project. In retaining this option Commission does not warrant Consultant’s insurance program to be adequate. Consultant shall have the right to purchase insurance in addition to the insurance required in this Section. 31.Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. Pursuant to the authority contained in Section 591 of the Vehicle Code, the Commission has determined that the Project will contain areas that are open to public traffic. Consultant shall comply with all of the requirements set forth in Divisions 11, 12, 13, 14, and 15 of the Vehicle Code. Consultant shall take all reasonably necessary precautions for safe operation of its vehicles and the protection of the traveling public from injury and damage from such vehicles. 32.Additional Work. Any work or activities that are in addition to, or otherwise outside of, the Services to be performed pursuant to this Agreement shall only be performed pursuant to a separate agreement between the parties. Notwithstanding the foregoing, the Commission’s Executive Director may make a change to the Agreement, other than a Cardinal Change. For purposes of this Agreement, a Cardinal Change is a change which is “outside the scope” of the Agreement; in other words, work which should not be regarded as having been fairly and reasonably within the contemplation of the parties when the Agreement was entered into. An example of a change which is not a Cardinal Change would be where, in a contract to construct a building there are many changes in the materials used, but the size and layout of the building remains the same. DR A F T 285 17336.00600\33928482.2 26 Cardinal Changes are not within the authority of this provision to order, and shall be processed by the Commission as “sole source” procurements according to applicable law, including the requirements of FTA Circular 4220.1D, paragraph 9(f). (a) In addition to the changes authorized above, a modification which is signed by Consultant and the Commission’s Executive Director, other than a Cardinal Change, may be made in order to: (1) make a negotiated equitable adjustment to the Agreement price, delivery schedule and other terms resulting from the issuance of a Change Order, (2) reflect definitive letter contracts, and (3) reflect other agreements of the parties modifying the terms of this Agreement (“Bilateral Contract Modification”). (b) Consultant shall not perform, nor be compensated for any change, without written authorization from the Commission’s Executive Director as set forth herein. In the event such a change authorization is not issued and signed by the Commission’s Executive Director, Consultant shall not provide such change. 33. Prohibited Interests. 33.1 Solicitation. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the Commission shall have the right to rescind this Agreement without liability. 33.2 Consultant Conflict of Interest. (a) Consultant shall disclose any financial, business, or other relationship with Commission that may have an impact upon the outcome of this Agreement, or any ensuing Commission construction project. Consultant shall also list current clients who may have a financial interest in the outcome of this Agreement, or any ensuing Commission construction project, which will follow. (b) Consultant hereby certifies that it does not now have, nor shall it acquire any financial or business interest that would conflict with the performance of services under this Agreement. (c) Any subcontract in excess of $25,000 entered into as a result of this Agreement, shall contain all of the provisions of this Article. (d) Consultant further certifies that neither Consultant, nor any firm affiliated with Consultant, will bid on any construction subcontracts included within the construction contract. Additionally, Consultant certifies that no person working under DR A F T 286 17336.00600\33928482.2 27 this Agreement is also employed by the construction contractor for any project included within this Agreement. 33.3 Commission Conflict of Interest. For the term of this Agreement, no member, officer or employee of the Commission, during the term of his or her service with the Commission, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 33.4 Conflict of Employment. Employment by the Consultant of personnel currently on the payroll of the Commission shall not be permitted in the performance of this Agreement, even though such employment may occur outside of the employee's regular working hours or on weekends, holidays or vacation time. Further, the employment by the Consultant of personnel who have been on the Commission payroll within one year prior to the date of execution of this Agreement, where this employment is caused by and or dependent upon the Consultant securing this or related Agreements with the Commission, is prohibited. 33.5 Covenant Against Contingent Fees. As required in connection with federal funding, the Consultant warrants that he/she has not employed or retained any company or person, other than a bona fide employee working for the Consultant, to solicit or secure this Agreement, and that he/she has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or formation of this Agreement. For breach or violation of this warranty, the Commission shall have the right to terminate this Agreement without liability pursuant to the terms herein, or at its discretion to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 33.6 Rebates, Kickbacks or Other Unlawful Consideration. Consultant warrants that this Agreement was not obtained or secured through rebates kickbacks or other unlawful consideration, either promised or paid to any Commission employee. For breach or violation of this warranty, Commission shall have the right in its discretion; to terminate this Agreement without liability; to pay only for the value of the work actually performed; or to deduct from the Agreement price; or otherwise recover the full amount of such rebate, kickback or other unlawful consideration. 33.7 Covenant Against Expenditure of Commission, State or Federal Funds for Lobbying. The Consultant certifies that to the best of his/ her knowledge and belief no state, federal or local agency appropriated funds have been paid, or will be paid by or on behalf of the Consultant to any person for the purpose of influencing or attempting to influence an officer or employee of any state or federal agency; a Member of the State Legislature or United States Congress; an officer or employee of the Legislature or Congress; or any employee of a Member of the Legislature or Congress, in connection with the award of any state or federal contract, grant, loan, or cooperative agreement, or the extension, continuation, renewal, amendment, or modification of any state or federal contract, grant, loan, or cooperative agreement. DR A F T 287 17336.00600\33928482.2 28 (a)If any funds other than federal appropriated funds have been paid, or will be paid to any person for the purpose of influencing or attempting to influence an officer or employee of any federal agency; a Member of Congress; an officer or employee of Congress, or an employee of a Member of Congress; in connection with this Agreement, the Consultant shall complete and submit the attached Exhibit "F", Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with the attached instructions. (b)The Consultant's certification provided in this Section is a material representation of fact upon which reliance was placed when this Agreement was entered into, and is a prerequisite for entering into this Agreement pursuant to Section 1352, Title 31, US. Code. Failure to comply with the restrictions on expenditures, or the disclosure and certification requirements set forth in Section 1352, Title 31, US. Code may result in a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. (c)The Consultant also agrees by signing this Agreement that he/she shall require that the language set forth in this Section 3.23.5 be included in all Consultant subcontracts which exceed $100,000, and that all such subcontractors shall certify and disclose accordingly. 33.8 Employment Adverse to the Commission. Consultant shall notify the Commission, and shall obtain the Commission’s written consent, prior to accepting work to assist with or participate in a third-party lawsuit or other legal or administrative proceeding against the Commission during the term of this Agreement. 34.Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 35.Right to Employ Other Consultants. Commission reserves the right to employ other consultants in connection with the Project. 36.Governing Law. This Agreement shall be governed by and construed with the laws of the State of California. Venue shall be in Riverside County. 37.Disputes; Attorneys' Fees. 37.1 Prior to commencing any action hereunder, the Parties shall attempt in good faith to resolve any dispute arising between them. The pendency of a dispute shall not excuse Consultant from full and timely performance of the Services. 37.2. If the Parties are unable to resolve a dispute after attempting in good faith to do so, the Parties may seek any other available remedy to resolve the dispute. If DR A F T 288 17336.00600\33928482.2 29 either Party commences an action against the other Party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing Party in such litigation shall be entitled to have and recover from the losing Party reasonable attorneys' fees and, all other costs of such actions. 38.Time of Essence. Time is of the essence for each and every provision of this Agreement. 39. Headings. Article and Section Headings, paragraph captions or marginal headings contained in this Agreement are for convenience only and shall have no effect in the construction or interpretation of any provision herein. 40.Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: CONSULTANT: COMMISSION: RailPros Riverside County Transportation Commission 3850 Vine Street, Suite 110 4080 Lemon Street, 3rd Floor Riverside, CA 92507 Riverside, CA 92501 Attn: Douglas B. Sawyer Attn: Executive Director Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. mail, first class postage prepaid, and addressed to the Party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 41.Conflicting Provisions. In the event that provisions of any attached exhibits conflict in any way with the provisions set forth in this Agreement, the language, terms and conditions contained in this Agreement shall control the actions and obligations of the Parties and the interpretation of the Parties' understanding concerning the performance of the Services. 42.Amendment or Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 43.Entire Agreement. This Agreement contains the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior negotiations, agreements or understandings. 44.Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 45.Provisions Applicable When State Funds or Federal Funds Are Involved. When funding for the Services under a Task Order is provided, in whole or in part, from DR A F T 289 17336.00600\33928482.2 30 Caltrans, Consultant shall also fully and adequately comply with the provisions included in Exhibit “C” (California Department of Transportation requirements) attached hereto and incorporated herein by reference. When funding for the Services under a Task Order is provided, in whole or in part, from the FTA, Consultant shall also fully and adequately comply with the provisions included in Exhibit “D” (FTA Requirements) attached hereto and incorporated herein by reference. 46.Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification and confidentiality obligations, shall survive any such expiration or termination. 47.No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 48.Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 49. Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 50.Subpoenas or Court Orders. Should Consultant receive a subpoena or court order related to this Agreement, the Services or the Project, Consultant shall immediately provide written notice of the subpoena or court order to the Commission. Consultant shall not respond to any such subpoena or court order until notice to the Commission is provided as required herein, and shall cooperate with the Commission in responding to the subpoena or court order. 51.Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein, without the prior written consent of the Commission. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 52.Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties, and shall not be assigned by Consultant without the prior written consent of Commission. 53.Incorporation of Recitals. The recitals set forth above are true and correct and are incorporated into this Agreement as though fully set forth herein. 54.No Waiver. Failure of Commission to insist on any one occasion upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any DR A F T 290 17336.00600\33928482.2 31 rights or powers hereunder at any one time or more times be deemed a waiver or relinquishment of such other right or power at any other time or times. [Signatures on following page] DR A F T 291 17336.00600\33928482.2 32 SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT WITH FTA AND PROPOSITION 1B FUNDING/ASSISTANCE IN WITNESS WHEREOF, this Agreement was executed on the date first written above. RIVERSIDE COUNTY TRANSPORTATION COMMISSION By: [INSERT NAME] Chair Approved as to Form: By: Best, Best & Krieger LLP General Counsel CONSULTANT RAILPROS By: Signature Name Title ATTEST: By: Its: __________________________ * A corporation requires the signatures of two corporate officers. One signature shall be that of the chairman of board, the president or any vice president and the second signature (on the attest line) shall be that of the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation. If the above persons are not the intended signators, evidence of signature authority shall be provided to RCTC. DR A F T 292 17336.00600\33928482.2 Exhibit A EXHIBIT "A" SCOPE OF WORK The Commission intends to contract with an on-call “bench” of qualified consultants to provide Design Engineering and Environmental services for Commuter Rail Station Capital Improvement Projects on an on-call basis pursuant to task orders to be issued in accordance with the terms of this RFQ and the Commission’s model agreement. The selected consultants will supplement the work of the Commission Staff in accordance with the specifications described herein. Projects for which design engineering and environmental services may be required include transit and commuter rail station facility amenities and improvements, station platform improvements, passenger shelters, pedestrian connections, pedestrian bridge structures, pedestrian at-grade railroad crossings, parking structures, parking lot improvements/rehabilitation/expansions, fencing for access control, bicycle paths and bicycle storage solutions and landscaping. Services may be required for station related track addition/rehabilitation/replacement, railroad signal systems, railroad grade crossings, Quiet Zones, layover facilities, station security and safety elements. The foregoing generally described projects may include upgrade to technology with improved ticket vending machines, customer information kiosks, communicator upgrades, signage and potentially wireless connectivity. As design engineering and environmental services needs arise, the Commission will develop a brief scope of work and will issue a request for task order proposals to the bench of contracted firms selected pursuant to this RFQ. Award of task orders will be made to the firm: (i) determined most qualified based on a review of the task order proposals in accordance with the review criteria to be set forth in the request for task order, and (ii) proposing a reasonable price, as determined by the Commission. If the Commission and the first ranked firm are unable to negotiate a reasonable price for the task order work, negotiations shall commence with the next highest ranked firm, and shall continue until a task order is awarded. For non-State or non-federally funded task orders, the Commission may include price as a consideration in task order proposal evaluation and award, and/or may issue task orders in accordance with procedures determined to be in the Commission’s best interest. Approval and authorization to proceed for the designated scope of work will be documented in an Agreement Task Order (ATO). The consultant will be required to commence work within five days or sooner after receiving a fully executed ATO. Payment for each ATO will be in accordance with the Cost Proposal conditions in the selected consultant’s parent agreement. These services will be funded using a variety of federal, state, and local funds. The consultant shall meet all the requirements associated with the specific fund type associate with each ATO and the funding will be identified at the time the scope of work is released. DR A F T 293 17336.00600\33928482.2 Exhibit A Work Activities: All work will be performed to meet the latest Local, State and Federal standards as they are applicable to the element of work being performed. The activities listed in this scope of work are intended to be delivered to support the 30%, 60%, 95% and 100% reviews that are typically used to review Plans Specifications & Estimate (PS&E) packages led by Local Agencies. Prevailing wage shall be paid for all work activities subject to California Labor Code Sections 1720 et seq. and 1770 et. Seq., as well as California Code of Regulations, Title 8, Section 16000 et seq. (“Prevailing Wage Laws”). Consultant’s SOQ should discuss how will address the following primary activities: PART 1- Environmental – environmental documentation to comply with the California Environmental Quality Act (CEQA), National Environmental Policy Act (NEPA) and all applicable state and federal requirements, supporting technical reports and studies, surveys, mitigation, conceptual analysis, design permits and construction support. Final Environmental Document and Preliminary Engineering Services 1. Project Management 2. Risk Management 3. Prepare, or subcontract for the preparation of all required Technical Studies, Reports, data collection and documentation to support the CEQA/NEPA reports, including but not necessarily limited to: Air Quality, Biology, Cultural Resources, including Section 106 compliance, Native American consultation (including AB 52 compliance when RCTC is the CEQA Lead Agency), Archaeology, Hazardous Waste, Noise and Vibration, Paleontology, Section 4(f) Evaluations, Water Quality and Geotechnical materials 4. Survey and Mapping activities for the project area to support preliminary engineering activities and environmental studies and preliminary plans 5. Processing all forms, maps and documents required for required permits. 6. Prepare, or subcontract for the preparation of all required technical studies and reports to support preparation of final PS&E, including but not necessarily limited to: stormwater management plan, water quality, geotechnical, structural section recommendation, structure design 7. Other miscellaneous studies that the Offeror recommends performing in order to expedite project delivery 8. Coordination Meetings with the Commission, State, Federal, County of Riverside and local agencies 9. Coordination, reviews and approvals with Federal Transit Administration (FTA), Federal Railroad Administration (FRA), California Public Utilities Commission (CPUC) affected local agencies/jurisdictions, Burlington Northern Santa Fe (BNSF) DR A F T 294 17336.00600\33928482.2 Exhibit A Railroad, Union Pacific Railroad (UPRR), Southern California Regional Rail Authority (SCRRA), U.S. Army Corps of Engineers (USACE), U.S. Fish and Wildlife Service (USFWS), California Department of Fish and Wildlife (CDFW), Western Riverside Regional Conservation Authority (RCA), Santa Ana Regional Water Quality Control Board (RWQCB), and others as required 10. Public Outreach and Marketing- Public meetings, publications, media placements. Graphics – PowerPoint, exhibits, simulations and ad development Part 2-Plans Specification and & Estimate Services Prepare, or subcontract for the preparation of all required technical studies and reports to support preparation of final plans, specifications, & estimates, including but not necessarily limited to: 11. Hydraulic Engineering 12. Structural Engineering 13. Geotechnical Engineering 14. Utility Identification, Potholing and Coordination 15. Surveying – Topography, boundary, record maps, right of way for Preliminary Engineering and final PS&E 16.Right of way – right of way engineering, legals and plats 17. Storm Water Pollution Prevention Plan (SWPPP) Preparation and Notice of Intent preparation and submittal 18. Environmental Coordination, as required 19. Railroad coordination and development and finalization of a design, construction, Memorandum of Understanding and/or Construction and Maintenance agreement, if required. 20. Coordination, reviews and approvals with USACE, USFWS, CDFW, RCA, RWQCB, FTA, FRA, CPUC affected local agencies/jurisdictions, BNSF, UPRR, SCRRA, and others, as required. 21. Provide and setup document control system 22. Prepare and process all forms, maps and documents needed for required permits 23. Preparation of hard copy and electronic/CAD drawings (reproducible drawings) 24. Provide copies of reports, drawings and specifications to the Commission at each stage of submittal 25. Provide Value Engineering, Risk Management Plan and Constructability review prior to final design. 26. Development of Plans, Specifications, and Cost Estimate. DR A F T 295 17336.00600\33928482.2 Exhibit A 27. Provide bid support services including: review bid questions and draft responses’ draft addenda to bid documents 28. Provide Construction Support Services (for example but not limited to: Review, respond to Request for Information, Request for Quote; Submittal and Shop Drawing Review and Approval, Coordination with Commission for any Shop Drawing Approvals, provided revised drawings and/or specifications resulting from Contract Change Orders, Claims review and response) 29. Participate in final walk through and provide comments/recommendations to final punch list. 30. Update electronic/CAD plans to include As-Built revisions and digitally sign A.General Requirements The consultant is expected to prepare all reports, studies and plans to meet Local, State and Federal requirements. Commission staff will provide overall project coordination, and will handle administrative matters. Commission staff will provide oversight, guidance and interpretation on matters relating to policies and regulations. B.Meetings/Public Involvement The consultant will be required to meet with the Commission staff, Bechtel and other agencies that may include State, Federal, Riverside County, SCRRA, BNSF, UPRR, cities of Corona, Jurupa Valley, Perris, March Joint Powers Authority (MJPA) and Riverside, USACE, USFWS, CDFW, WQCB, RCA FTA, other public agencies, and private entities located within the Project boundaries on a regular basis. Project Development Team (PDT) meetings will be held monthly with the project stakeholders. C.Final Products/deliverables Specific final products/deliverables related to the project are listed below: •Final Environmental Document and Notice of Completion and/or Record of Decision, as appropriate •Final Environmental permits •Approved Technical Reports •Survey Data •Agenda, public notices and presentation material to support public hearings and responses to comments received during the environmental document public availability period •Value Engineering Studies, Risk Management Plan and Constructability Analysis DR A F T 296 17336.00600\33928482.2 Exhibit A • Final Plans, Specification, and Cost Estimates (electronic versions plus 1 Full Size (D-Size) and 1 half size copy of final drawings, also provide electronic versions plus hard copies of all reports, Specifications and Estimate). • Final Water Quality Management Plan • Final Storm Water Pollution Prevention Plan (SWPPP) and Notice of Intent (NOI) • Materials Report, Log of Test Borings, and Materials Information Write-Up for Bidders • Project Cross Sections, for Earthwork, for Bidders • Final Bridge Structural Report • Final Drainage and Hydraulic Reports • Final Right of Way Drawings, Legals and Plats • Final Utility Drawings and Notice to Relocate • Final electronic/CAD As-Builts for the Project Other products to match your work activities as described in Section B above. DR A F T 297 17336.00600\33928482.2 Exhibit B-1 EXHIBIT “B” – COMPENSATION AND PAYMENT DR A F T 298 FIRM PROJECT TASKS/ROLE COST RailPros, Inc.On-Call Design Engineering 7,000,000.00$ Anil Verma Associates, Inc.Architecture/Landscape/Sustainability/MEP/Lighting 1,125,000.00 Hydrosolutions Drainage, Hydraulics/Hydrology 150,000.00 ICF Jones & Stokes Environmental/Public Outreach 975,000.00 Leighton Geotechnical/HAZMAT 375,000.00 Rail Surveyors and Engineers, Inc.Surveying/ROW Engineering 375,000.00 10,000,000.00$ TOTAL COSTS 1 Commission authorization pertains to total contract award amount. Compensation adjustments between consultants may occur; however, the maximum total compensation authorized may not be exceeded. EXHIBIT "B" Prime Consultant: Sub Consultants: COMPENSATION SUMMARY1 DR A F T 299 17336.00600\33928482.2 Exhibit C-1 EXHIBIT "C" CALTRANS REQUIREMENTS/ PROP 1 B PROVISIONS 1.STATEMENT OF COMPLIANCE. A.Consultant’s signature affixed herein shall constitute a certification under penalty of perjury under the laws of the State of California that Consultant has, unless exempt, complied with, the nondiscrimination program requirements of Government Code Section 12990 and Title 2, California Administrative Code, Section 8103. B.During the performance of this Agreement, Consultant and its subconsultants shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, physical disability (including HIV and AIDS), mental disability, medical condition (e.g., cancer), age (over 40), marital status, and denial of family care leave. Consultant and subconsultants shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Consultant and subconsultants shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12990 (a-f) et seq.) and the applicable regulations promulgated there under (California Code of Regulations, Title 2, Section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Contract by reference and made a part hereof as if set forth in full. Consultant and its subconsultants shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement. 2.DEBARMENT AND SUSPENSION CERTIFICATION A.Consultant’s signature affixed herein, shall constitute a certification under penalty of perjury under the laws of the State of California, that Consultant has complied with Title 2 CFR, Part 180, “OMB Guidelines to Agencies on Government wide Debarment and Suspension (nonprocurement)”, which certifies that he/she or any person associated therewith in the capacity of owner, partner, director, officer, or manager, is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency; has not been suspended, debarred, voluntarily excluded, or determined ineligible by any federal agency within the past three (3) years; does not have a proposed debarment pending; and has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three (3) years. Any exceptions to this certification must be disclosed to Commission. B.Exceptions will not necessarily result in denial of recommendation for award, but will be considered in determining Consultant responsibility. Disclosures must indicate to whom exceptions apply, initiating agency, and dates of action. DR A F T 300 17336.00600\33928482.2 Exhibit C-2 C.Exceptions to the Federal Government Excluded Parties List System maintained by the General Services Administration are to be determined by the Federal highway Administration. 3.PROMPT PAYMENT Consultant agrees to pay each subcontractor under this Agreement for satisfactory performance of its contract no later than 10 days from the receipt of each payment the Consultant receives from the Commission. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of the Commission. 4.RELEASE OF RETAINAGE No retainage will be withheld by the Agency from progress payments due the prime consultant. Retainage by the prime consultant or subconsultants is prohibited, and no retainage will be held by the prime consultant from progress due subconsultants. Any violation of this provision shall subject the violating prime consultant or subconsultants to the penalties, sanctions, and other remedies specified in Section 7108.5 of the California Business and Professions Code. This requirement shall not be construed to limit or impair any contractual, administrative, or judicial remedies, otherwise available to the prime consultant or subconsultant in the event of a dispute involving late payment or nonpayment by the prime consultant or deficient subconsultant performance, or noncompliance by a subconsultant. This provision applies to Consultant and its subconsultants. 5.LEGAL REMEDIES In addition to those contract remedies set forth under relevant provisions of California law, either Party to this Agreement may, where applicable, seek legal redress for violations of this Agreement pursuant to the relevant provisions of 49 C.F.R. Parts 23 and 26, to the relevant federal or state statutory provisions governing civil rights violations, and to the relevant federal and state provisions governing false claims or “whistleblower” actions, as well as any and all other applicable federal and state provisions of law. The Consultant shall include a provision to this effect in each of its agreements with its subcontractors. 6.NATIONAL LABOR RELATIONS BOARD CERTIFICATION In accordance with Public Contract Code Section 10296, and by signing this Agreement, Consultant certifies under penalty of perjury that no more than one final unappealable finding of contempt of court by a federal court has been issued against Consultant within the immediately preceding two-year period, because of Consultant’s failure to comply with DR A F T 301 17336.00600\33928482.2 Exhibit C-3 an order of a federal court that orders Consultant to comply with an order of the National Labor Relations Board. 7.INVENTIONS. Rights to Inventions and Data Made Under a Contract or Agreement — Consultant shall comply with Federal requirements and regulations pertaining to patent rights with respect to any discovery or invention which arises or is developed in the course of or under the Contract, and shall be in compliance with 10 CFR 600.325 and Appendix A—Patent and Data Rights to Subpart D, Part 600. 8.ENVIRONMENTAL COMPLIANCE A. Compliance with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h)), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15). (Contracts, subcontracts, and subgrants of amounts in excess of $100,000). B.Mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871). C.Energy Policy and Conservation Act (Pub. L. 94—163, 89 Stat. 871.) — Consultant shall comply with mandatory standards and policies relating to energy efficiency which are contained in the State energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94–163, 89 Stat. 871), which are incorporated by reference in this Contract. (10 CFR 600.236(i)(13).) DR A F T 302 17336.00600\33928482.2 Exhibit D-1 EXHIBIT “D” FTA PROVISIONS DR A F T 303 FTA Requirements- Page 1 FTA FUNDING REQUIREMENTS (Non-construction/maintenance work) As used herein, “RCTC” shall have the same meaning as the “Commission.” The term “contract” or “Contract” shall have the same meaning as the “Agreement.” 1. No Obligation by the Federal Government a. RCTC and Consultant acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Purchaser, Consultant, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. b. The Consultant agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subconsultant who will be subject to its provisions. 2. Program Fraud and False or Fraudulent Statements or Related Acts a. The Consultant acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Consultant certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Consultant further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Consultant to the extent the Federal Government deems appropriate. b. The Consultant also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Consultant, to the extent the Federal Government deems appropriate. c. The Consultant agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subconsultant who will be subject to the provisions. 3. Access to Records The Consultant agrees to the following access to records requirements: DR A F T 304 FTA Requirements- Page 2 a. To provide RCTC, the FTA Administrator, the Comptroller General of the United States or any of their authorized representatives access to any books, documents, papers and records of the Consultant which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. Consultant also agrees, pursuant to 49 C. F. R. 633.17 to provide the FTA Administrator or his authorized representatives including any PMO Consultant access to Consultant's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311. b. To make available in the case of a contract for a capital project or improvement, as defined above and awarded by other than competitive bidding in accordance with 49 U.S.C. 5325(a), records related to the contract to RCTC, the Secretary of Transportation and the Comptroller General or any authorized officer or employee of any of them for the purposes of conducting an audit and inspection. c. To maintain all books, records, accounts and reports required under this contract for a period of not less than three years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Consultant agrees to maintain same until RCTC, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(i)(11). d. To permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. 4. Federal Changes The Consultant shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement between RCTC and FTA, as they may be amended or promulgated from time to time during the term of this contract. Consultant's failure to so comply shall constitute a material breach of this contract. 5. Civil Rights The following requirements apply to the underlying contract: (1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332 and 49 CFR part 21, the Consultant agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Consultant agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. DR A F T 305 FTA Requirements- Page 3 (2) Equal Employment Opportunity - The following equal employment opportunity requirements apply to the underlying contract: (a) Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, the Consultant agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et seq ., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Consultant agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Consultant agrees to comply with any implementing requirements FTA may issue. (b) Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § § 623, Federal transit law at 49 U.S.C. § 5332, the Equal Employment Opportunity Commission (U.S. EEOC) regulations, “Age Discrimination in Employment Act,” 29 C.F.R. part 1625, the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6101 et seq., U.S. Health and Human Services regulations, “Nondiscrimination on the Basis of Age in Programs or Activities Receiving Federal Financial Assistance,” 45 C.F.R. part 90, the Consultant agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Consultant agrees to comply with any implementing requirements FTA may issue. (c) Disabilities - In accordance with section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794, the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12101 et seq., the Architectural Barriers Act of 1968, as amended, 42 U.S.C. § 4151 et seq., and Federal transit law at 49 U.S.C. § 5332, the Consultant agrees that it will not discriminate against individuals on the basis of disability, and that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Consultant agrees to comply with any implementing requirements FTA may issue. (3) The Consultant also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. DR A F T 306 FTA Requirements- Page 4 6. FTA Disadvantaged Business Enterprise (DBE) Requirements A. General DBE Requirements: In accordance with Federal financial assistance agreements with the U.S. Department of Transportation (U.S. DOT), Commission has adopted a Disadvantaged Business Enterprise (DBE) Policy and Program, in conformance with Title 49 CFR Part 26, “Participation by Disadvantaged Business Enterprises in Department of Transportation Programs” (the “Regulations”). This RFP is subject to these stipulated regulations. In order to ensure that Commission achieves its overall DBE Program goals and objectives, Commission encourages the participation of DBEs as defined in 49 CFR 26 in the performance of contracts financed in whole or in part with U.S. DOT funds. It is the policy of the Commission to: 1. Ensure nondiscrimination in the award and administration of DOT-assisted contracts; 2. Create a level playing field on which DBE’s can compete fairly for DOT-assisted contracts; 3. Ensure that the DBE program is narrowly tailored in accordance with applicable law; 4. Ensure that only firms that fully meet 49 C.F.R. part 26 eligibility standards are permitted to participate as DBE’s; 5. Help remove barriers to the participation of DBEs in DOT assisted contracts; 6. To promote the use of DBEs in all types of federally assisted contracts and procurement activities; and 7. Assist in the development of firms that can compete successfully in the marketplace outside the DBE program. B. Discrimination: Consultant shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of subcontracts. Any terms used herein that are defined in 49 CFR Part 26, or elsewhere in the Regulations, shall have the meaning set forth in the Regulations. C. Commission’s Race-Neutral DBE Program: A Race-Neutral DBE Program is one that, while benefiting DBEs, is not solely focused on DBE firms. Therefore, under a Race-Neutral DBE Program, Commission does not establish numeric race-conscious DBE participation goals on its DOT-assisted contracts. There is no FTA DBE goal on this Project. Consultant shall not be required to achieve a specific level of DBE participation as a condition of contract compliance in the performance of this DOT-assisted contract. However, Consultant shall adhere to race-neutral DBE participation commitment(s) made at the time of award. D. Race-Neutral DBE Submissions and Ongoing Reporting Requirements (Post-Award): At termination of the Contract, the successful Consultant shall complete and submit to DR A F T 307 FTA Requirements- Page 5 Commission a “DBE Race-Neutral Participation Listing” in the form provided by Commission. In the event DBE(s) are utilized in the performance of the Agreement, Consultant shall comply with applicable reporting requirements. E. Performance of DBE Subconsultants: DBE subconsultants listed by Consultant in its “DBE Race-Neutral Participation Listing” submitted at the time of proposal shall perform the work and supply the materials for which they are listed, unless Consultant has received prior written authorization from Commission to perform the work with other forces or to obtain the materials from other sources. Consultant shall provide written notification to Commission in a timely manner of any changes to its anticipated DBE participation. This notice should be provided prior to the commencement of that portion of the work. F. DBE Certification Status: If a listed DBE subconsultant is decertified during the life of this Agreement, the decertified subconsultant shall notify Consultant in writing with the date of decertification. If a non-DBE subconsultant becomes a certified DBE during the life of this Agreement, the DBE subconsultant shall notify Consultant in writing with the date of certification. Consultant shall furnish the written documentation to Commission in a timely manner. Consultant shall include this requirement in all subcontracts. G. Consultant’s Assurance Clause Regarding Non-Discrimination: In compliance with State and Federal anti-discrimination laws, Consultant shall affirm that it will not exclude or discriminate on the basis of race, color, national origin, or sex in consideration of contract award opportunities. Further, Consultant shall affirm that they will consider, and utilize subconsultants and vendors, in a manner consistent with non-discrimination objectives. H. Violations: Failure by the selected Consultant(s) to carry out these requirements shall be a material breach of the contract to be awarded pursuant to this RFP, which may result in the termination of the contract or such other remedy as the recipient deems appropriate, which may include, but is not limited to: (1) Withholding monthly progress payments; (2) Assessing sanctions; (3) Liquidated damages; and/or (4) Disqualifying the Consultant from future bidding as non-responsible. 49 C.F.R. § 26.13(b). I. Prompt Payment: Consultant shall pay its subconsultants for satisfactory performance of their contracts no later than 30 days from receipt of each payment Commission makes to the Consultant. 49 C.F.R. § 26.29(a), unless a shorter period is provided in the contract. J. Compliance with DBE Requirements Contained in FTA Provisions: Consultant shall comply with all DBE reporting and other requirements contained in this Agreement. DR A F T 308 FTA Requirements- Page 6 7. Incorporation of Federal Transit Administration (FTA) Terms The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1F are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Consultant shall not perform any act, fail to perform any act, or refuse to comply with any RCTC requests which would cause RCTC to be in violation of the FTA terms and conditions. 8. Debarment and Suspension. The Consultant agrees to the following: (1) It will comply with the following requirements of 2 CFR Part 180, subpart C, as adopted and supplemented by U.S. DOT regulations at 2 CFR Part 1200. (2) It will not enter into any “covered transaction” (as that phrase is defined at 2 CFR §§ 180.220 and 1200.220) with any subconsultant whose principal is, suspended, debarred, or otherwise excluded from participating in covered transactions, except as authorized by— (i) U.S. DOT regulations, “Nonprocurement Suspension and Debarment,” 2 CFR Part 1200; (ii) U.S. OMB regulatory guidance, “Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement),” 2 CFR Part 180; and (iii) Other applicable federal laws, regulations, or requirements regarding participation with debarred or suspended recipients or third party participants. (3) It will review the U.S. GSA “System for Award Management – Lists of Parties Excluded from Federal Procurement and Nonprocurement Programs,” if required by U.S. DOT regulations, 2 CFR Part 1200. 9. ADA Access Requirements The Consultant shall comply with all applicable requirements of the Americans with Disabilities Act of 1990 (ADA), 42 USC Section 12101 et seq; Section 504 of the Rehabilitation Act of 1973, as amended, 29 USC Section 794; 49 USC Section 5301(d). 10. Fly America . To the extent applicable to the Services, the Consultant agrees to comply with 49 U.S.C. 40118 (the "Fly America" Act) in accordance with the General Services Administration's regulations at 41 CFR Part 301-10, which provide that recipients and sub recipients of Federal funds and their consultants are required to use U.S. Flag air carriers for U.S. Government-financed international air travel and transportation of their personal effects or property, to the extent such service is available, unless travel by foreign air carrier is a matter of necessity, as defined by the Fly America Act. The Consultant shall submit, if a foreign air carrier was used, an appropriate certification or memorandum adequately explaining why service by a U.S. flag air carrier was not available or why it was necessary to use a foreign air carrier and shall, in any event, provide DR A F T 309 FTA Requirements- Page 7 a certificate of compliance with the Fly America requirements. The Consultant agrees to include the requirements of this section in all subcontracts that may involve international air transportation. 11. Cargo Preference - Use of United States-Flag Vessels To the extent applicable to the Services, the Consultant agrees: 1. To use privately owned United States-Flag commercial vessels to ship at least 50 percent of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners, and tankers) involved, whenever shipping any equipment, material, or commodities pursuant to the underlying contract to the extent such vessels are available at fair and reasonable rates for United States-Flag commercial vessels; 2. To furnish within 20 working days following the date of loading for shipments originating within the United States or within 30 working days following the date of leading for shipments originating outside the United States, a legible copy of a rated, "on-board" commercial ocean bill-of -lading in English for each shipment of cargo described in the preceding paragraph to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590 and to the FTA recipient (through the Consultant in the case of a subconsultant's bill-of-lading.) 3. To include these requirements in all subcontracts issued pursuant to this contract when the subcontract may involve the transport of equipment, material, or commodities by ocean vessel. 11. Buy America – Not applicable. 12. Employment Provisions To the extent applicable to the Services, Consultant shall comply with the following: A. Equal Employment Opportunity — Not applicable. B. Copeland “Anti-Kickback” Act (18 U.S.C. 874 and 40 U.S.C. 276c) — Not applicable. C. Contact Work Hours and Safety Standards Act (40 U.S.C. 327–333) —Not applicable. D. Release of Retainage No retainage will be withheld by the RCTC from progress payments due Consultant. Retainage by Consultant or subconsultants is prohibited, and no retainage will be held by the prime consultant from progress due subconsultants. Any violation of this provision shall subject the violating Consultant or subconsultants to the penalties, sanctions, and other remedies specified in Section 7108.5 of the California Business and Professions Code. This requirement shall not be construed to limit or impair any contractual, administrative, or judicial remedies, otherwise DR A F T 310 FTA Requirements- Page 8 available to Consultant or subconsultant in the event of a dispute involving late payment or nonpayment by Consultant or deficient subconsultant performance, or noncompliance by a subconsultant. 13. Termination for Convenience RCTC may terminate the Agreement for convenience in accordance with the terms of the Agreement. After such termination, the Consultant shall submit a final termination settlement proposal to RCTC as directed. If the Consultant fails to submit a proposal within the time allowed, RCTC may determine, on the basis of information available, the amount, if any due the Consultant because of the termination and shall pay the amount determined. After the Consultant’s proposal is received, RCTC and Consultant shall negotiate a fair and equitable settlement and the contract will be modified to reflect the negotiated agreement. If agreement cannot be reached, RCTC may issue a final determination and pay the amount determined. If the Consultant does not agree with this final determination or the determination resulting from the lack of timely submission of a proposal, the Consultant may appeal under the Disputes clause. 14. Administrative and Contractual Remedies on Breach; Termination for Cause a. The Consultant may be declared in breach of this Agreement (“Breach”) if the Consultant fails to make delivery of the supplies or to perform the services within the time specified herein or any extension thereof; or if the Consultant fails to perform any of the other provisions of the contract, or so fails to make progress as to endanger performance of this contract in accordance with its terms. In case of any of the foregoing, RCTC shall notify the Consultant of the Breach, and the Consultant shall have a period of ten (10) days (or such longer period as RCTC may authorize in writing) after receipt of notice from RCTC to cure the Breach. b. RCTC may, by written notice of termination to the Consultant specifying the effective date thereof, terminate the whole or any part of this contract, in the case of a Breach that is not cured within the timeframe set forth in (a) above (“Uncured Breach”). c. If the contract is terminated in whole or in part for an Uncured Breach, RCTC may procure upon such terms and in such manner as RCTC may deem appropriate, supplies or services similar to those so terminated, or may complete the services with its own forces. The Consultant shall be liable to RCTC for any excess costs for such similar supplies or services, and for any other costs incurred by RCTC as a result of the Uncured Breach. The Consultant shall continue the performance of this contract to the extent not terminated under the provisions of this clause. d. Except with respect to defaults of Subconsultants, the Consultant shall not be liable for any excess costs if the failure to perform the contract arises out of causes beyond the control and without the fault or negligence of the Consultant. If the failure to perform is caused by the default of a Subconsultant, and if such default arises out of causes beyond the control of both the Consultant and the Subconsultant, and without the fault or negligence of either of them, the DR A F T 311 FTA Requirements- Page 9 Consultant shall not be liable for any excess costs for failure to perform, unless the supplies or services to be furnished by the Subconsultant were obtainable from other sources in sufficient time to permit the Consultant to meet the required project completion schedule. e. Payment for completed services or supplies delivered to and accepted by RCTC shall be at the contract price. RCTC may withhold from amounts otherwise due the Consultant for such completed services or supplies such sum as RCTC determines to be necessary to protect RCTC against loss because of outstanding liens of claims of former lien holders, or to reimburse RCTC for any other costs related to the Uncured Breach. f. If, after notice of termination of this contract for cause, it is determined for any reason that an Uncured Breach did not exist, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to the provisions for termination for convenience of RCTC. g. The rights and remedies of RCTC provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law, equity or under this contract including, but not limited to, the right to specific performance. h. Notwithstanding the above, RCTC may, without providing an opportunity to cure, terminate the contract in accordance with the timeframe set forth in Section 17 of the contract, if RCTC determines such action is in its best interest based on the nature of the Breach. Such actions shall not limit any of RCTC’s remedies set forth above. 16. Disputes a. Except as otherwise provided in this Agreement, any dispute concerning a question of fact arising under this Agreement which is not disposed of by supplemental agreement shall be decided by RCTC’s Deputy Executive Director, who shall reduce the decision to writing and mail or otherwise furnish a copy thereof to the Consultant. The decision of the RCTC Deputy Executive Director shall be final and conclusive unless, within thirty (30) days from the date of receipt of such copy, Consultant mails or otherwise furnishes to the RCTC Deputy Executive Director a written appeal addressed to RCTC's Executive Director. The decision of RCTC Executive Director or duly authorized representative for the determination of such appeals shall be final and conclusive. b. The provisions of this Paragraph shall not be pleaded in any suit involving a question of fact arising under this Agreement as limiting judicial review of any such decision to cases where fraud by such official or his representative or board is alleged, provided, however, that any such decision shall be final and conclusive unless the same is fraudulent or capricious or arbitrary or so grossly erroneous as necessarily to imply bad faith or is not supported by substantial evidence. In connection with any appeal proceeding under this Paragraph, the Consultant shall be afforded an opportunity to be heard and to offer evidence in support of its appeal. c. Pending final decision of a dispute hereunder, Consultant shall proceed diligently with the performance of this Agreement and in accordance with the decision of RCTC's Deputy DR A F T 312 FTA Requirements- Page 10 Executive Director. This "Disputes" clause does not preclude consideration of questions of law in connection with decisions provided for above. Nothing in this Agreement, however, shall be construed as making final the decision of any RCTC official or representative on a question of law, which questions shall be settled in accordance with the laws of the State of California. 17. Lobbying See the Byrd Anti-Lobbying Amendment, 31 U.S.C. 1352, as amended by the Lobbying Disclosure Act of 1995, P.L. 104-65 [to be codified at 2 U.S.C. § 1601, et seq.] - Consultants who apply or bid for an award of $100,000 or more shall file the certification required by 49 CFR part 20, "New Restrictions on Lobbying.” Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non-Federal funds with respect to that Federal contract, grant or award covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to the recipient. The Offeror shall complete and submit with its bid/proposal the attached Certification Regarding Lobbying, and if applicable, the Standard Form-LLL, “Disclosure Form to Report Lobbying.” 18. Energy Conservation The Consultant agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. 19. Clean Water a. The Consultant agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. The Consultant agrees to report each violation to RCTC and understands and agrees that RCTC will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. d. The Consultant further agrees that: (1) It will not use any violating facilities; (2) It will report the use of facilities placed on or likely to be placed on the U.S. EPA “List of Violating Facilities;” (3) It will report violations of use of prohibited facilities to FTA; and (4) It will comply with the inspection and other requirements of the Clean Air Act, as amended, (42 U.S.C. §§ 7401 – 7671q); and the Federal Water Pollution Control Act as amended, (33 U.S.C. §§ 1251-1387). The Consultant also agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FTA. DR A F T 313 FTA Requirements- Page 11 20. Clean Air a. The Consultant agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq. The Consultant agrees to report each violation to RCTC and understands and agrees that RCTC will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. b. The Consultant further agrees that: (1) It will not use any violating facilities; (2) It will report the use of facilities placed on or likely to be placed on the U.S. EPA “List of Violating Facilities;” (3) It will report violations of use of prohibited facilities to FTA; and (4) It will comply with the inspection and other requirements of the Clean Air Act, as amended, (42 U.S.C. §§ 7401 – 7671q); and the Federal Water Pollution Control Act as amended, (33 U.S.C. §§ 1251-1387). c. The Consultant also agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FTA. 21. Recycled Products Recovered Materials - The Consultant agrees to comply with all the requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the procurement of the items designated in Subpart B of 40 CFR Part 247. 21. SPECIAL PROVISION FOR PROMOTING COVID-19 SAFETY Section 49. Centers for Disease Control and Prevention Order on Requirements for Persons to Wear Masks While on Conveyances and at Transportation Hubs. (a) Compliance with CDC Mask Order. The Centers for Disease Control and Prevention (“CDC”) Order of January 29, 2021, titled Requirement for Persons to Wear Masks While on Conveyances and at Transportation Hubs (“CDC Mask Order”), applies to this Agreement. One of the objectives of the CDC Mask Order is “[m]aintaining a safe and operating transportation system.” Consultant agrees that it will comply, and will require all subconsultants to comply, with the CDC Mask Order. (b) Enforcement for non-compliance. Consultant agrees that FTA and RCTC may take enforcement action for non-compliance with the CDC Mask Order, including: (1) enforcement actions authorized by 49 U.S.C. § 5329(g); (2) referring Consultant to the CDC or other Federal authority for enforcement action; (3) enforcement actions authorized by 2 CFR §§ 200.339 – .340; and (4) any other enforcement action authorized by Federal law or regulation. DR A F T 314 FTA Requirements- Page 12 22. Safe Operation of Motor Vehicles Pursuant to Federal Executive Order No. 13043, “Increasing Seat Belt Use in the United States,” April 16, 1997, 23 U.S.C. Section 402 note, FTA encourages each third party consultant to adopt and promote on-the-job seat belt use policies and programs for its employees and other personnel that operate company owned, rented, or personally operated vehicles, and to include this provision in each third party subcontract involving the project. a. The Consultant is encouraged to adopt and promote on-the-job seat belt use policies and programs for its employees and other personnel that operate company-owned vehicles, company-rented vehicles, or personally operated vehicles. The terms “company-owned” and “company-leased” refer to vehicles owned or leased either by the Consultant or RCTC. . The Consultant agrees to adopt and enforce workplace safety policies to decrease crashes caused by distracted drivers, including policies to ban text messaging while using an electronic device supplied by an employer, and driving a vehicle the driver owns or rents, a vehicle Contactor owns, leases, or rents, or a privately-owned vehicle when on official business in connection with the work performed under this contract. DR A F T 315 17336.00600\33928482.2 Exhibit E-1 EXHIBIT "E" CERTIFICATE OF CONSULTANT I HEREBY CERTIFY that I am the _______________________ and duly authorized representative of the firm of _____________________________________ whose address is ____________________________________________________, and that, except as hereby expressly stated, neither I nor the above firm that I represent have: (a) employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration, any firm or person (other than a bona fide employee working solely for me or the above consultant) to solicit or secure this agreement; nor (b) agreed, as an express or implied condition for obtaining this Agreement, to employ or retain the services of any firm or person in connection with carrying out the agreement; nor (c) paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely for me or the above consultant) any fee, contribution, donation, or consideration of any kind for, or in connection with, procuring or carrying out this agreement. I acknowledge that this Certificate is to be made available to the California Department of Transportation (Caltrans) in connection with this agreement involving participation of Federal-aid Highway funds, and is subject to applicable State and Federal laws, both criminal and civil. By: ____________________________ Signature ____________________________ Name ____________________________ Title ____________________________ DR A F T 316 17336.00600\33928482.2 Exhibit F-1 EXHIBIT “F” LOBBYING ACTIVITIES DISCLOSURE DR A F T 317 Local Assistance Procedures Manual EXHBIT 10-Q Disclosure of Lobbying Activities Page 1 LPP 13-01 May 8, 2013 EXHIBIT 10-Q DISCLOSURE OF LOBBYING ACTIVITIES COMPLETE THIS FORM TO DISCLOSE LOBBYING ACTIVITIES PURSUANT TO 31 U.S.C. 1352 1.Type of Federal Action:2.Status of Federal Action:3.Report Type: a. contract a. bid/offer/application a. initial b. grant b. initial award b. material change c. cooperative agreement c. post-award d. loan For Material Change Only: e. loan guarantee year ____ quarter _________ f. loan insurance date of last report __________ 4.Name and Address of Reporting Entity 5.If Reporting Entity in No. 4 is Subawardee, Enter Name and Address of Prime: Prime Subawardee Tier _______ , if known Congressional District, if known Congressional District, if known 6.Federal Department/Agency:7.Federal Program Name/Description: CFDA Number, if applicable ____________________ 8.Federal Action Number, if known:9.Award Amount, if known: 10.Name and Address of Lobby Entity 11.Individuals Performing Services (If individual, last name, first name, MI) (including address if different from No. 10) (last name, first name, MI) (attach Continuation Sheet(s) if necessary) 12.Amount of Payment (check all that apply)14.Type of Payment (check all that apply) $ _____________ actual planned a. retainer b. one-time fee 13.Form of Payment (check all that apply):c. commission a. cash d. contingent fee b. in-kind; specify: nature _______________e deferred Value _____________ f. other, specify _________________________ 15.Brief Description of Services Performed or to be performed and Date(s) of Service, including officer(s), employee(s), or member(s) contacted, for Payment Indicated in Item 12: (attach Continuation Sheet(s) if necessary) 16.Continuation Sheet(s) attached: Yes No 17.Information requested through this form is authorized by Title 31 U.S.C. Section 1352. This disclosure of lobbying reliance was placed by the tier above when his transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be reported to Congress semiannually and will be available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Signature: ________________________________________ Print Name: _______________________________________ Title: ____________________________________________ Telephone No.: ____________________ Date: ___________ Authorized for Local Reproduction Federal Use Only: Standard Form - LLL Standard Form LLL Rev. 04-28-06 Distribution: Orig- Local Agency Project Files APPENDIX L - 1 NOT APPLICABLE X RailPros, Inc. Douglas B. Sawyer Senior Vice President 714-454-6717 06/17/2021 DR A F T 318 Local Assistance Procedures Manual EXHBIT 10-Q Disclosure of Lobbying Activities >EKI ( LPP 13-01 May 8, 2013 EXHIBIT 10-Q DISCLOSURE OF LOBBYING ACTIVITIES 4?=@<6C6 C9;B 7?A= C? 5;B4<?B6 <?33G;>8 24C;E;C;6B @DABD2>C C? +) D&B&4& )+-* (% AZSI RJ 7IHITEO 2GVMRQ1 )% @VEVWU RJ 7IHITEO 2GVMRQ1 *% ?ISRTV AZSI1 I& KWV\ZIK\I& JQL'WNNMZ'IXXTQKI\QWV I& QVQ\QIT J& OZIV\J& QVQ\QIT I_IZL J& UI\MZQIT KPIVOM K& KWWXMZI\Q^M IOZMMUMV\K& XW[\%I_IZL L& TWIV 7RT ;EVITMEO 4LEQKI =QOZ1 M& TWIV O]IZIV\MM aMIZ HHHH Y]IZ\MZ HHHHHHHHH N& TWIV QV[]ZIVKM LI\M WN TI[\ ZMXWZ\ HHHHHHHHHH +% <EPI EQH 2HHTIUU RJ ?ISRTVMQK 6QVMVZ ,% 8J ?ISRTVMQK 6QVMVZ MQ <R% + MU @WFEYETHII$ 6QVIT <EPI EQH 2HHTIUU RJ >TMPI1 @ZQUM B]JI_IZLMM CQMZ HHHHHHH$ QN SVW_V 4RQKTIUUMRQEO 5MUVTMGV$QN SVW_V -%.% 7IHITEO >TRKTEP <EPI&5IUGTMSVMRQ1 4752 <WPFIT$QN IXXTQKIJTM HHHHHHHHHHHHHHHHHHHH /%0%2YETH 2PRWQV$QN SVW_V0 ('%((% 8QHMXMHWEOU >ITJRTPMQK @ITXMGIU 4RQKTIUUMRQEO 5MUVTMGV$ QN SVW_V 7IHITEO 5ISETVPIQV&2KIQGZ1 7IHITEO 2GVMRQ <WPFIT$ QN SVW_V0 <EPI EQH 2HHTIUU RJ 9RFFZ 6QVMVZ ";N QVLQ^QL]IT$ TI[\ VIUM$ NQZ[\ VIUM$ =;# "QVKT]LQVO ILLZM[[ QN LQNNMZMV\ NZWU >W& )(# "TI[\ VIUM$ NQZ[\ VIUM$ =;# "I\\IKP 4WV\QV]I\QWV BPMM\"[# QN VMKM[[IZa# ()% 2PRWQV RJ >EZPIQV "GLIGN EOO VLEV ESSOZ#(+% AZSI RJ >EZPIQV "GLIGN EOO VLEV ESSOZ# !DDDDDDDDDDDDD IK\]IT XTIVVML I& ZM\IQVMZ J& WVM%\QUM NMM (*% 7RTP RJ >EZPIQV "GLIGN EOO VLEV ESSOZ#1 K& KWUUQ[[QWV I& KI[P L& KWV\QVOMV\ NMM J& QV%SQVL1 [XMKQNa0 VI\]ZM HHHHHHHHHHHHHHH M LMNMZZML EIT]M HHHHHHHHHHHHH N& W\PMZ$ [XMKQNa HHHHHHHHHHHHHHHHHHHHHHHHH (,% 3TMIJ 5IUGTMSVMRQ RJ @ITXMGIU >ITJRTPIH RT VR FI SITJRTPIH EQH 5EVI"U# RJ @ITXMGI$ MQGOWHMQK RJJMGIT"U#$ IPSORZII"U#$RT PIPFIT"U# GRQVEGVIH$ JRT >EZPIQV 8QHMGEVIH MQ 8VIP ()1 "I\\IKP 4WV\QV]I\QWV BPMM\"[# QN VMKM[[IZa# (-% 4RQVMQWEVMRQ @LIIV"U# EVVEGLIH1 CIU <R (.%;VNWZUI\QWV ZMY]M[\ML \PZW]OP \PQ[ NWZU Q[ I]\PWZQbML Ja CQ\TM +) D&B&4& BMK\QWV )+-*& CPQ[ LQ[KTW[]ZM WN TWJJaQVO ZMTQIVKM _I[ XTIKML Ja \PM \QMZ IJW^M _PMV PQ[ \ZIV[IK\QWV _I[ UILM WZ MV\MZML QV\W& CPQ[ LQ[KTW[]ZM Q[ ZMY]QZML X]Z[]IV\ \W +) D&B&4& )+-*& CPQ[ QVNWZUI\QWV _QTT JM ZMXWZ\ML \W 4WVOZM[[ [MUQIVV]ITTa IVL _QTT JM I^IQTIJTM NWZ X]JTQK QV[XMK\QWV& 2Va XMZ[WV _PW NIQT[ \W NQTM \PM ZMY]QZML LQ[KTW[]ZM [PITT JM []JRMK\ \W I KQ^QT XMVIT\a WN VW\ TM[[ \PIV !)($((( IVL VW\ UWZM \PIV !)(($((( NWZ MIKP []KP NIQT]ZM& BQOVI\]ZM0 HHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHH @ZQV\ >IUM0 HHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHH CQ\TM0 HHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHH CMTMXPWVM >W&0 HHHHHHHHHHHHHHHHHHHH 5I\M0HHHHHHHHHHH 2]\PWZQbML NWZ <WKIT AMXZWL]K\QWV 7IHITEO BUI =QOZ1 B\IVLIZL 7WZU % <<< B\IVLIZL 7WZU <<< AM^& (,%*/%(. 5MUVTMFWVMRQ1 ?ZQO% <WKIT 2OMVKa @ZWRMK\ 7QTM[ b q q f o e jy m N R NOT APPLICABLE Anil Verma, FAIA President (213) 624-6908 05/17/2021 a a a x 1Anil Verma Associates444 South Flower Street, Suite 1688Los Angeles, CA 90071 RailPros 3850 Vine Street, Suite 110,Riverside, CA 92507 x NOT APPLICABLE DR A F T 319 Local Assistance Procedures Manual EXHBIT 10-Q Disclosure of Lobbying Activities Page 1 LPP 13-01 May 8, 2013 EXHIBIT 10-Q DISCLOSURE OF LOBBYING ACTIVITIES COMPLETE THIS FORM TO DISCLOSE LOBBYING ACTIVITIES PURSUANT TO 31 U.S.C. 1352 1.Type of Federal Action:2.Status of Federal Action:3.Report Type: a. contract a. bid/offer/application a. initial b. grant b. initial award b. material change c. cooperative agreement c. post-award d. loan For Material Change Only: e. loan guarantee year ____ quarter _________ f. loan insurance date of last report __________ 4.Name and Address of Reporting Entity 5.If Reporting Entity in No. 4 is Subawardee, Enter Name and Address of Prime: Prime Subawardee Tier _______ , if known Congressional District, if known Congressional District, if known 6.Federal Department/Agency:7.Federal Program Name/Description: CFDA Number, if applicable ____________________ 8.Federal Action Number, if known:9.Award Amount, if known: 10.Name and Address of Lobby Entity 11.Individuals Performing Services (If individual, last name, first name, MI) (including address if different from No. 10) (last name, first name, MI) (attach Continuation Sheet(s) if necessary) 12.Amount of Payment (check all that apply)14.Type of Payment (check all that apply) $ _____________ actual planned a. retainer b. one-time fee 13.Form of Payment (check all that apply):c. commission a. cash d. contingent fee b. in-kind; specify: nature _______________e deferred Value _____________ f. other, specify _________________________ 15.Brief Description of Services Performed or to be performed and Date(s) of Service, including officer(s), employee(s), or member(s) contacted, for Payment Indicated in Item 12: (attach Continuation Sheet(s) if necessary) 16.Continuation Sheet(s) attached: Yes No 17.Information requested through this form is authorized by Title 31 U.S.C. Section 1352. This disclosure of lobbying reliance was placed by the tier above when his transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be reported to Congress semiannually and will be available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Signature: ________________________________________ Print Name: _______________________________________ Title: ____________________________________________ Telephone No.: ____________________ Date: ___________ Authorized for Local Reproduction Federal Use Only: Standard Form - LLL Standard Form LLL Rev. 04-28-06 Distribution: Orig- Local Agency Project Files APPENDIX L - 1 a a x 1 RailPros 3850 Vine Street, Suite 110,Riverside, CA 92507 a Hydrosolutions7696 Newman Court, Highland, CA NOT APPLICABLE DR A F T 320 Local Assistance Procedures Manual EXHBIT 10-Q Disclosure of Lobbying Activities Page 1 LPP 13-01 May 8, 2013 EXHIBIT 10-Q DISCLOSURE OF LOBBYING ACTIVITIES COMPLETE THIS FORM TO DISCLOSE LOBBYING ACTIVITIES PURSUANT TO 31 U.S.C. 1352 1.Type of Federal Action:2.Status of Federal Action:3.Report Type: a. contract a. bid/offer/application a. initial b. grant b. initial award b. material change c. cooperative agreement c. post-award d. loan For Material Change Only: e. loan guarantee year ____ quarter _________ f. loan insurance date of last report __________ 4.Name and Address of Reporting Entity 5.If Reporting Entity in No. 4 is Subawardee, Enter Name and Address of Prime: Prime Subawardee Tier _______ , if known Congressional District, if known Congressional District, if known 6.Federal Department/Agency: 7.Federal Program Name/Description: CFDA Number, if applicable ____________________ 8.Federal Action Number, if known: 9.Award Amount, if known: 10.Name and Address of Lobby Entity 11.Individuals Performing Services (If individual, last name, first name, MI) (including address if different from No. 10) (last name, first name, MI) (attach Continuation Sheet(s) if necessary) 12.Amount of Payment (check all that apply)14.Type of Payment (check all that apply) $ _____________ actual planned a. retainer b. one-time fee 13.Form of Payment (check all that apply):c. commission a. cash d. contingent fee b. in-kind; specify: nature _______________e deferred Value _____________ f. other, specify _________________________ 15.Brief Description of Services Performed or to be performed and Date(s) of Service, including officer(s), employee(s), or member(s) contacted, for Payment Indicated in Item 12: (attach Continuation Sheet(s) if necessary) 16.Continuation Sheet(s) attached: Yes No 17.Information requested through this form is authorized by Title 31 U.S.C. Section 1352. This disclosure of lobbying reliance was placed by the tier above when his transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be reported to Congress semiannually and will be available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Signature: ________________________________________ Print Name: _______________________________________ Title: ____________________________________________ Telephone No.: ____________________ Date: ___________ Authorized for Local Reproduction Federal Use Only: Standard Form - LLL Standard Form LLL Rev. 04-28-06 Distribution: Orig- Local Agency Project Files APPENDIX L - 1 Trina L Fisher Contracts Administrator June 17, 2021 X ICF Jones & Stokes, Inc. a a a Not Applicable X N/A N/A N/A N/A 916.231.7636 49 Discovery Suite 250 Irvine, CA, 92618 RailPros 3850 Vine Street, Suite 110, Riverside, CA 92507 1 NOT APPLICABLE DR A F T 321 Local Assistance Procedures Manual EXHBIT 10-Q Disclosure of Lobbying Activities Page 1 LPP 13-01 May 8, 2013 EXHIBIT 10-Q DISCLOSURE OF LOBBYING ACTIVITIES COMPLETE THIS FORM TO DISCLOSE LOBBYING ACTIVITIES PURSUANT TO 31 U.S.C. 1352 1.Type of Federal Action:2.Status of Federal Action:3.Report Type: a. contract a. bid/offer/application a. initial b. grant b. initial award b. material change c. cooperative agreement c. post-award d. loan For Material Change Only: e. loan guarantee year ____ quarter _________ f. loan insurance date of last report __________ 4.Name and Address of Reporting Entity 5.If Reporting Entity in No. 4 is Subawardee, Enter Name and Address of Prime: Prime Subawardee Tier _______ , if known Congressional District, if known Congressional District, if known 6.Federal Department/Agency:7.Federal Program Name/Description: CFDA Number, if applicable ____________________ 8.Federal Action Number, if known:9.Award Amount, if known: 10.Name and Address of Lobby Entity 11.Individuals Performing Services (If individual, last name, first name, MI) (including address if different from No. 10) (last name, first name, MI) (attach Continuation Sheet(s) if necessary) 12.Amount of Payment (check all that apply)14.Type of Payment (check all that apply) $ _____________ actual planned a. retainer b. one-time fee 13.Form of Payment (check all that apply):c. commission a. cash d. contingent fee b. in-kind; specify: nature _______________e deferred Value _____________ f. other, specify _________________________ 15.Brief Description of Services Performed or to be performed and Date(s) of Service, including officer(s), employee(s), or member(s) contacted, for Payment Indicated in Item 12: (attach Continuation Sheet(s) if necessary) 16.Continuation Sheet(s) attached: Yes No 17.Information requested through this form is authorized by Title 31 U.S.C. Section 1352. This disclosure of lobbying reliance was placed by the tier above when his transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be reported to Congress semiannually and will be available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Signature: ________________________________________ Print Name: _______________________________________ Title: ____________________________________________ Telephone No.: ____________________ Date: ___________ Authorized for Local Reproduction Federal Use Only: Standard Form - LLL Standard Form LLL Rev. 04-28-06 Distribution: Orig- Local Agency Project Files APPENDIX L - 1 a a a 1Leighton, 41715 Enterprise Circle N, Suite 103, Temecula, CA 92590 NOT APPLICABLE DR A F T 322 Local Assistance Procedures Manual EXHBIT 10-Q Disclosure of Lobbying Activities Page 1 LPP 13-01 May 8, 2013 EXHIBIT 10-Q DISCLOSURE OF LOBBYING ACTIVITIES COMPLETE THIS FORM TO DISCLOSE LOBBYING ACTIVITIES PURSUANT TO 31 U.S.C. 1352 1.Type of Federal Action:2.Status of Federal Action:3.Report Type: a. contract a. bid/offer/application a. initial b. grant b. initial award b. material change c. cooperative agreement c. post-award d. loan For Material Change Only: e. loan guarantee year ____ quarter _________ f. loan insurance date of last report __________ 4.Name and Address of Reporting Entity 5.If Reporting Entity in No. 4 is Subawardee, Enter Name and Address of Prime: Prime Subawardee Tier _______ , if known Congressional District, if known Congressional District, if known 6.Federal Department/Agency:7.Federal Program Name/Description: CFDA Number, if applicable ____________________ 8.Federal Action Number, if known:9.Award Amount, if known: 10.Name and Address of Lobby Entity 11.Individuals Performing Services (If individual, last name, first name, MI) (including address if different from No. 10) (last name, first name, MI) (attach Continuation Sheet(s) if necessary) 12.Amount of Payment (check all that apply)14.Type of Payment (check all that apply) $ _____________ actual planned a. retainer b. one-time fee 13.Form of Payment (check all that apply):c. commission a. cash d. contingent fee b. in-kind; specify: nature _______________e deferred Value _____________ f. other, specify _________________________ 15.Brief Description of Services Performed or to be performed and Date(s) of Service, including officer(s), employee(s), or member(s) contacted, for Payment Indicated in Item 12: (attach Continuation Sheet(s) if necessary) 16.Continuation Sheet(s) attached: Yes No 17.Information requested through this form is authorized by Title 31 U.S.C. Section 1352. This disclosure of lobbying reliance was placed by the tier above when his transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be reported to Congress semiannually and will be available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Signature: ________________________________________ Print Name: _______________________________________ Title: ____________________________________________ Telephone No.: ____________________ Date: ___________ Authorized for Local Reproduction Federal Use Only: Standard Form - LLL Standard Form LLL Rev. 04-28-06 Distribution: Orig- Local Agency Project Files APPENDIX L - 1 ; 3KLO/HRQJ3( 3UHVLGHQW 127$33/,&$%/( _________________________________________________________________________________________________________________________ _____________________________________________________________KLOOOOO /////////////////HRHRHRHRHRHRHRRHRHRHRHRRHRRHRHRRRRRHHQJQJQJQJQJQJQJQJQJQJQJQJQJQJQJQQJQJQJQQQQ3(3(3(3(3(3(3(3(3(3(3(3((3(3(333( 5/20/2021 a a a x 1 RailPros3850 Vine Street, Suite 110,Riverside, CA 92507Rail Surveyors and Engineers, Inc.250 West First Street, Suite 226, Claremont, CA 91711 DR A F T 323 17336.00600\33928482.2 Agreement No. 21-33-064-00 PROFESSIONAL SERVICES AGREEMENT WITH FTA AND PROPOSITION 1B FUNDING ASSISTANCE RIVERSIDE COUNTY TRANSPORTATION COMMISSION AGREEMENT WITH STV INCORPORATED FOR ON-CALL DESIGN ENGINEERING AND ENVIRONMENTAL SERVICES FOR THE CONSTRUCTION OF COMMUTER RAIL STATION CAPITAL IMPROVEMENT PROJECTS Parties and Date. This Agreement is made and entered into this ___ day of _______, 2021, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("the Commission") and STV Incorporated ("Consultant"), a C Corporation. The Commission and Consultant are sometimes referred to herein individually as “Party”, and collectively as the “Parties”. Recitals. A.On November 8, 1988 the Voters of Riverside County approved Measure A authorizing the collection of a one-half percent (1/2 %) retail transactions and use tax (the "tax") to fund transportation programs and improvements within the County of Riverside, and adopting the Riverside County Transportation Improvement Plan (the "Plan"). B.Pursuant to Public Utility Code Sections 240000 et seq., the Commission is authorized to allocate the proceeds of the Tax in furtherance of the Plan. C.On November 5, 2002, the voters of Riverside County approved an extension of the Measure A tax for an additional thirty (30) years for the continued funding of transportation and improvements within the County of Riverside. D.A source of funding for payment for on-call professional consulting services provided under this Agreement may be Proposition 1B funds (“Prop 1B”) funds administered by the California Department of Transportation (“Caltrans”), and/or funds from the Federal Transit Administration (“FTA”). This Agreement shall not be deemed to be approved by the Commission until the certification shown in Exhibit “E” attached hereto and incorporated herein by reference, is executed. E.Consultant desires to perform and assume responsibility for the provision of certain on-call design engineering and environmental services for the construction of DR A F T ATTACHMENT 4 324 17336.00600\33928482.2 3 commuter rail station capital improvement projects in the County of Riverside, California. Services shall be provided on the terms and conditions set forth in this Agreement and in the task order(s) to be solicited, awarded and authorized by Commission as further described in this Agreement (“Task Order”). Consultant represents that it is experienced in providing such services to public clients, is licensed in the State of California (if necessary), and is familiar with the plans of the Commission. G. Commission desires to engage Consultant to render such services on an on-call basis. Services shall be ordered by Task Order(s) to be issued pursuant to this Agreement for future projects as set forth herein and in each Task Order (each such project shall be designated a “Project” under this Agreement). Terms. 1. General Scope of Services. Consultant shall furnish all technical and professional services, including labor, material, equipment, transportation, supervision and expertise, and incidental and customary work necessary to fully and adequately supply the on-call design engineering and environmental services for the Projects ("Services"). The Services are generally described in Exhibit "A" attached hereto and incorporated herein by reference. The Services shall be more particularly described in the individual Task Orders issued by the Commission’s Executive Director or designee. No Services shall be performed unless authorized by a fully executed Task Order. All Services shall be subject to, and performed in accordance with, this Agreement, the relevant Task Order, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 2. Task Orders; Commencement of Services; Schedule of Services. Services under this Agreement shall be requested by the Commission pursuant to Task Order requests. If Commission accepts Consultant’s Task Order proposal, Commission shall issue a purchase order or executed task order for the Services (“Commission’s Task Order Authorization”). Consultant’s agreement to the final terms of a proposed Task Order, Commission’s Task Order Authorization and Consultant’s commencement of the Services shall indicate the Parties’ agreement to the terms of the relevant Task Order. Consultant shall commence Services under a Task Order within five (5) days of receiving Commission’s Task Order Authorization. Consultant shall perform the Services expeditiously, in accordance with the Schedule of Services set forth in a Task Order. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, Commission shall respond to Consultant's submittals in a timely manner. Upon request of the Commission, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3. Pre-Award Audit. As a result of the funding for this Project, and to the extent Caltrans procedures apply in connection therewith, issuance of a “Notice to Proceed” or DR A F T 325 17336.00600\33928482.2 4 other authorization to proceed under a Task Order may be contingent upon completion and approval of a pre-award audit. Any questions raised during the pre-award audit shall be resolved before the Commission will consider approval of this Agreement. The funding provided under this Agreement is contingent on meeting all funding requirements and could be withdrawn, thereby entitling the Commission to terminate this Agreement, if the procedures are not completed. The Consultant’s files shall be maintained in a manner to facilitate State process reviews. In addition, Caltrans may require that prior to performance of any work for which funding reimbursement through Caltrans is requested and provided, that Caltrans must give to Commission an “Authorization to Proceed”. 4. Audit Procedures. 4.1 Consultant and certain subconsultant contracts, including cost proposals and ICR, are subject to audits or reviews such as, but not limited to, a contract audit, an incurred cost audit, an Independent Cost Review (ICR) Audit, or a CPA ICR audit work paper review. If selected for audit or review, this Agreement, Consultant’s cost proposal and ICR and related work papers, if applicable, will be reviewed to verify compliance with 48 CFR, Part 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review it is Consultant’s responsibility to ensure federal, state, or local government officials are allowed full access to the CPA’s work papers including making copies as necessary. This Agreement, Consultant’s cost proposal, and ICR shall be adjusted by Consultant and approved by the Commission’s contract manager to conform to the audit or review recommendations. Consultant agrees that individual terms of costs identified in the audit report shall be incorporated into this Agreement by this reference if directed by Commission at its sole discretion. Refusal by Consultant to incorporate audit or review recommendations, or to ensure that the federal, state or local governments have access to CPA work papers, will be considered a breach of the Agreement terms and cause for termination of this Agreement and disallowance of prior reimbursed costs. Additional audit provisions applicable to this Agreement are set forth in Sections 22 and 23 of this Agreement. Section 4.2 and 4.3 shall apply to the extent applicable to the Task Order and funding source. 4.2 During any Caltrans’ review of the ICR audit work papers created by the Consultant’s independent CPA, Caltrans will work with the CPA and/or Consultant toward a resolution of issues that arise during the review. Each party agrees to use its best efforts to resolve any audit disputes in a timely manner. If Caltrans identifies significant issues during the review and is unable to issue a cognizant approval letter, Commission will reimburse the Consultant at an accepted ICR until a FAR (Federal Acquisition Regulation) compliant ICR {e.g. 48 CFR Part 31; GAGAS (Generally Accepted Auditing Standards); CAS (Cost Accounting Standards), if applicable; in accordance with procedures and guidelines of the American Association of State Highways and Transportation Officials (AASHTO) Audit Guide; and other applicable procedures and guidelines is received and approved by Caltrans. Accepted rates will be as follows: DR A F T 326 17336.00600\33928482.2 5 a. If the proposed rate is less than one hundred fifty percent (150%) - the accepted rate reimbursed will be ninety percent (90%) of the proposed rate. b. If the proposed rate is between one hundred fifty percent (150%) and two hundred percent (200%) - the accepted rate will be eighty-five percent (85%) of the proposed rate. c. If the proposed rate is greater than two hundred percent (200%) - the accepted rate will be seventy-five percent (75%) of the proposed rate. 4.3 If Caltrans is unable to issue a cognizant letter per Section 4.2 above, Caltrans may require Consultant to submit a revised independent CPA-audited ICR and audit report within three (3) months of the effective date of the Caltrans’ management letter. Caltrans will then have up to six (6) months to review the Consultant’s and/or the independent CPA’s revisions. If the Consultant fails to comply with the provisions of this Section 4, or if Caltrans is still unable to issue a cognizant approval letter after the revised independent CPA audited ICR is submitted, overhead cost reimbursement will be limited to the accepted ICR that was established upon initial rejection of the ICR and set forth in Section 4.2 above for all rendered services. In this event, this accepted ICR will become the actual and final ICR for reimbursement purposes under this Agreement. Consultant may submit to Commission final invoice only when all of the following items have occurred: (1) Caltrans accepts or adjusts the original or revised independent CPA audited ICR; (2) all work under this Agreement has been completed to the satisfaction of Commission; and, (3) Caltrans has issued its final ICR review letter. The Consultant must submit its final invoice to Commission no later than sixty (60) calendar days after occurrence of the last of these items. The accepted ICR will apply to this Agreement and all Task Orders issued under this Agreement, and all other agreements executed between the Commission and the Consultant, either as a prime or subconsultant, with the same fiscal period ICR. 5. Term. 5.1 This Agreement shall go into effect on the date first set forth above, contingent upon approval by Commission, and Consultant shall commence work after notification to proceed by Commission’s Contract Administrator. This Agreement shall end on September 30, 2024, unless extended by contract amendment. The Commission may extend the term of this Agreement, in its sole discretion, for one additional two (2) year period. 5.2 Consultant is advised that any recommendation for contract award is not binding on Commission until this Agreement is fully executed and approved by the Commission. DR A F T 327 17336.00600\33928482.2 6 5.3 This Agreement shall remain in effect until the date set forth above, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. All applicable indemnification provisions of this Agreement shall remain in effect following the termination of this Agreement. 6. Commission's Contract Administrator. The Commission hereby designates the Commission's Executive Director, or his or her designee, to act as its Contract Administrator for the performance of this Agreement ("Commission’s Contract Administrator"). Commission’s Contract Administrator shall have the authority to act on behalf of the Commission for all purposes under this Agreement. Commission’s Contract Administrator shall also review and give approval, as needed, to the details of Consultant's work as it progresses. Consultant shall not accept direction or orders from any person other than the Commission’s Contract Administrator or his or her designee. 7. Consultant's Representative. Consultant hereby designates William Knapp to act as its Representative for the performance of this Agreement ("Consultant’s Representative"). Consultant's Representative shall have full authority to act on behalf of Consultant for all purposes under this Agreement. The Consultant’s Representative shall supervise and direct the Services, using his or her professional skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. Consultant shall work closely and cooperate fully with Commission’s Contract Administrator and any other agencies which may have jurisdiction over, or an interest in, the Services. Consultant's Representative shall be available to the Commission staff at all reasonable times. Any substitution in Consultant's Representative shall be approved in writing by Commission’s Contract Administrator. 8. Substitution of Key Personnel. Consultant has represented to the Commission that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval by the Commission. In the event that the Commission and Consultant cannot agree as to the substitution of the key personnel, the Commission shall be entitled to terminate this Agreement for cause, pursuant to the provisions herein. The key personnel for performance of this Agreement are: Richard Quirk, Ali Mir, Jayna Harris, Andrew Sokol, Allyn Vogel, Jason Davidson, Mysore Satish, David Ungson, Tyler Bonstead, and Melissa Holguin , or as otherwise identified in the Task Order. 9. Standard of Care; Licenses. Consultant represents and maintains that it is skilled in the professional calling necessary to perform all Services, duties and obligations required by this Agreement to fully and adequately complete the Project. Consultant shall perform the Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Consultant further represents and warrants to the Commission that its employees and subcontractors DR A F T 328 17336.00600\33928482.2 7 have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant shall perform, at its own cost and expense and without reimbursement from the Commission, any services necessary to correct errors or omissions which are caused by the Consultant’s failure to comply with the standard of care provided for herein, and shall be fully responsible to the Commission for all damages and other liabilities provided for in the indemnification provisions of this Agreement arising from the Consultant’s errors and omissions. Any employee of Consultant or its sub-consultants who is determined by the Commission to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the Commission, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 10. Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. Commission retains Consultant on an independent contractor basis and not as an employee, agent or representative of the Commission. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries and other amounts due such personnel in connection with their performance of Services and as required by law. Consultant shall be responsible for all reports and obligations respecting such personnel, including but not limited to, social security taxes, income tax withholdings, unemployment insurance, disability insurance, and workers' compensation insurance. 11. Project Progress. 11.1 Modification of the Schedule. Consultant shall regularly report to the Commission, through correspondence or progress reports, its progress in providing required Services within the scheduled time periods. Commission shall be promptly informed of all anticipated delays. In the event that Consultant determines that a schedule modification is necessary, Consultant shall promptly submit a revised Schedule of Services for approval by Commission’s Contract Administrator. 11.2 Trend Meetings. Consultant shall conduct trend meetings with the Commission’s Contract Administrator and other interested parties, as requested by the Commission, on a bi-weekly basis or as may be mutually scheduled by the Parties at a standard day and time. These trend meetings will encompass focused and informal discussions concerning scope, schedule, and current progress of Services, relevant cost issues, and future Project objectives. Consultant shall be responsible for the preparation and distribution of meeting agendas to be received by the Commission and other attendees no later than three (3) working days prior to the meeting. DR A F T 329 17336.00600\33928482.2 8 11.3 Progress Reports. As part of its monthly invoice, Consultant shall submit a progress report, in a form determined by the Commission, which will indicate the progress achieved during the previous month in relation to the Schedule of Services. Submission of such progress report by Consultant shall be a condition precedent to receipt of payment from the Commission for each monthly invoice submitted. 12. Delay in Performance. 12.1 Excusable Delays. Should Consultant be delayed or prevented from the timely performance of any act or Services required by the terms of the Agreement by reason of acts of God or of the public enemy, acts or omissions of the Commission or other governmental agencies in either their sovereign or contractual capacities, fires, floods, pandemics, epidemics, quarantine restrictions, strikes, freight embargoes or unusually severe weather, performance of such act shall be excused for the period of such delay. 12.2 Written Notice. If Consultant believes it is entitled to an extension of time due to conditions set forth in subsection 12.1, Consultant shall provide written notice to the Commission within seven (7) working days from the time Consultant knows, or reasonably should have known, that performance of the Services will be delayed due to such conditions. Failure of Consultant to provide such timely notice shall constitute a waiver by Consultant of any right to an excusable delay in time of performance. 12.3 Mutual Agreement. Performance of any Services under this Agreement may be delayed upon mutual agreement of the Parties. Upon such agreement, Consultant's Schedule of Services shall be extended as necessary by the Commission. Consultant shall take all reasonable steps to minimize delay in completion, and additional costs, resulting from any such extension. 13. Preliminary Review of Work. All reports, working papers, and similar work products prepared for submission in the course of providing Services under this Agreement shall be submitted to the Commission’s Contract Administrator in draft form, and the Commission may require revisions of such drafts prior to formal submission and approval. In the event plans and designs are to be developed as part of the Project, final detailed plans and designs shall be contingent upon obtaining environmental clearance as may be required in connection with Federal funding. In the event that Commission’s Contract Administrator, in his or her sole discretion, determines the formally submitted work product to be not in accordance with the standard of care established under this Agreement, Commission’s Contract Administrator may require Consultant to revise and resubmit the work at no cost to the Commission. 14. Appearance at Hearings. If and when required by the Commission, Consultant shall render assistance at public hearings or other meetings related to the Project or necessary to the performance of the Services. However, Consultant shall not be required to, and will not, render any decision, interpretation or recommendation regarding questions of a legal nature or which may be construed as constituting a legal opinion. DR A F T 330 17336.00600\33928482.2 9 15. Opportunity to Cure; Inspection of Work. Commission may provide Consultant an opportunity to cure, at Consultant's expense, all errors and omissions which may be disclosed during Project implementation. Should Consultant fail to make such correction in a timely manner, such correction may be made by the Commission, and the cost thereof charged to Consultant. Consultant shall allow the Commission’s Contract Administrator and Caltrans to inspect or review Consultant's work in progress at any reasonable time. 16. Claims Filed by Contractor. 16.1 If claims are filed by the Commission’s contractor for the Project (“Contractor”) relating to work performed by Consultant’s personnel, and additional information or assistance from the Consultant’s personnel is required by the Commission in order to evaluate or defend against such claims; Consultant agrees to make reasonable efforts to make its personnel available for consultation with the Commission’s construction contract administration and legal staff and for testimony, if necessary, at depositions and at trial or arbitration proceedings. 16.2 Consultant’s personnel that the Commission considers essential to assist in defending against Contractor claims will be made available on reasonable notice from the Commission. Consultation or testimony will be reimbursed at the same rates, including travel costs that are being paid for the Consultant’s personnel services under this Agreement. 16.3 Services of the Consultant’s personnel and other support staff in connection with Contractor claims will be performed pursuant to a written contract amendment, if necessary, extending the termination date of this Agreement in order to finally resolve the claims. 16.4 Nothing contained in this Section shall be construed to in any way limit Consultant’s indemnification obligations contained in Section 29. In the case of any conflict between this Section and Section 29, Section 29 shall govern. This Section is not intended to obligate the Commission to reimburse Consultant for time spent by its personnel related to Contractor claims for which Consultant is required to indemnify and defend the Commission pursuant to Section 29 of this Agreement. 17. Final Acceptance. Upon determination by the Commission that Consultant has satisfactorily completed the Services required under this Agreement and within the term set forth herein the Commission shall give Consultant a written Notice of Final Acceptance. Upon receipt of such notice, Consultant shall incur no further costs hereunder, unless otherwise specified in the Notice of Final Acceptance. Consultant may request issuance of a Notice of Final Acceptance when, in its opinion, it has satisfactorily completed all Services required under the terms of this Agreement. In the event copyrights are permitted under this Agreement, then in connection with Federal funding, it is hereby acknowledged and agreed that the United States Department of Transportation shall have the royalty-free non-exclusive and irrevocable right to DR A F T 331 17336.00600\33928482.2 10 reproduce, publish, or otherwise use, and to authorize others to use, the work for governmental purposes. 18. Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. For example, and not by way of limitation, Consultant shall keep itself fully informed of and in compliance with all implementing regulations, design standards, specifications, previous commitments that must be incorporated in the design of the Project, and administrative controls including those of the United States Department of Transportation. Compliance with Federal procedures may include completion of the applicable environmental documents and approved by the United States Department of Transportation. For example, and not by way of limitation, a signed Categorical Exclusion, Finding of No Significant Impact, or published Record of Decision may be required to be approved and/or completed by the United States Department of Transportation. For Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the Commission, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold Commission, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 19. Fees and Payment. 19.1 The method of payment for this Agreement will be based on actual cost plus a fixed fee. Commission shall reimburse Consultant for actual costs (including labor costs, employee benefits, travel, equipment rental costs, overhead and other direct costs) incurred by Consultant in performance of the Services. Consultant shall not be reimbursed for actual costs that exceed the estimated wage rates, employee benefits, travel, equipment rental, overhead, and other estimated costs set forth in the approved Consultant cost proposal attached hereto as Exhibit “B” and incorporated herein by reference, or any cost proposal included as part of a Task Order (“Cost Proposal”) unless additional reimbursement is provided for by written amendment. In no event, shall Consultant be reimbursed for overhead costs at a rate that exceeds Commission’s approved overhead rate set forth in the Cost Proposal. To the extent legally permissible, Consultant’s approved overhead rate shall be fixed for the term of this Agreement. In the event that Commission determines that a change to the Services from that specified in the Cost Proposal, this Agreement or any Task Order is required, the Agreement time or actual costs reimbursable by Commission shall be adjusted by written amendment to accommodate the changed work. The maximum total cost as specified in Section 19.8 shall not be exceeded, unless authorized by a written amendment. 19.2 In addition to the allowable incurred costs, Commission shall pay Consultant a fixed fee to be set forth in each Task Order (“Fixed Fee”). The Fixed Fee is DR A F T 332 17336.00600\33928482.2 11 nonadjustable for each Task Order, except in the event of a significant change in the Scope of Services, and such adjustment is made by written amendment. 19.3 Reimbursement for transportation and subsistence costs shall not exceed the rates specified in the approved Cost Proposal. In addition, payments to Consultant for travel and subsistence expenses claimed for reimbursement or applied as local match credit shall not exceed rates authorized to be paid exempt non- represented State employees under current State Department of Personnel Administration (DPA) rules, unless otherwise authorized by Commission. If the rates invoiced are in excess of those authorized DPA rates, and Commission has not otherwise approved said rates, then Consultant is responsible for the cost difference and any overpayments shall be reimbursed to the Commission on demand. 19.4 When milestone cost estimates are included in the approved Cost Proposal for a Task Order, Consultant shall obtain prior written approval for a revised milestone cost estimate from the Contract Administrator before exceeding such cost estimate. 19.5 Progress payments shall be made monthly in arrears based on Services provided and allowable incurred costs. A pro rata portion of the Fixed Fee shall be included in the monthly progress payments. If Consultant fails to submit the required deliverable items according to the schedule set forth in the Scope of Services, Commission shall have the right to delay payment or terminate this Agreement in accordance with the provisions of Section 21, Termination. 19.6 No payment shall be made prior to approval of any Services, nor for any Services performed prior to approval of this Agreement. 19.7 Consultant shall be reimbursed, as promptly as fiscal procedures will permit upon receipt by Commission’s Contract Administrator of itemized invoices in triplicate. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Consultant is billing. Invoices shall detail the work performed on each milestone and each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference this Agreement number and project title. Final invoice must contain the final cost and all credits due Commission including any equipment purchased under the Equipment Purchase provisions of this Agreement. The final invoice should be submitted within 60 calendar days after completion of Consultant’s work. Invoices shall be mailed to Commission’s Contract Administrator at the following address: Riverside County Transportation Commission Attention: Accounts Payable P.O. 12008 Riverside, CA 92502 19.8 The total amount payable by Commission, including the Fixed Fee, shall not exceed the amount set forth in each Task Order. DR A F T 333 17336.00600\33928482.2 12 19.9 Commission has or will enter into four (4) task order contracts for performance of the Scope of Services identified in Exhibit “A”, including this Agreement (“Design & Environmental Services Task Order Contracts”). The other Design & Environmental Services Task Order Contracts are HDR Engineering Inc.; Moffatt and Nichol; and RailPros, Inc. The total amount payable by Commission for the Design & Environmental Services Task Order Contracts shall not exceed a cumulative maximum total value of Ten Million Dollars ($10,000,000) (“NTE Sum”). It is understood and agreed that there is no guarantee, either expressed or implied that this dollar amount will be authorized under the Design & Environmental Services Task Order Contracts through Task Orders. Each time a Task Order is awarded under any of the Design & Environmental Services Task Order Contracts, Commission must send written notification to Consultant and each of the other consultants entering into the Design & Environmental Services Task Order Contracts. The notice must identify the total funds allocated under issued Task Orders, and the remaining unencumbered amount of the NTE Sum. Consultant acknowledges and agrees that Commission must not pay any amount under this Agreement that would exceed the NTE Sum, and Consultant must not enter into a Task Order that exceeds the NTE Sum. 19.10 Salary increases shall be reimbursable if the new salary is within the salary range identified in the approved Cost Proposal and is approved by Commission’s Contract Administrator. For personnel subject to prevailing wage rates as described in the California Labor Code, all salary increases, which are the direct result of changes in the prevailing wage rates are reimbursable. 19.11 Consultant shall not be reimbursed for any expenses unless authorized in writing by the Commission’s Contract Administrator. 19.12 All subcontracts in excess of $25,000 shall contain the above provisions. 20. Disputes. 20.1 Any dispute, other than audit, concerning a question of fact arising under this Agreement that is not disposed of by mutual agreement of the Parties shall be decided by a committee consisting of RCTC’s Contract Administrator and the Director of Capital Projects, who may consider written or verbal information submitted by Consultant. 20.2 Not later than 30 days after completion of all Services under this Agreement, Consultant may request review by the Commission’s Executive Director of unresolved claims or disputes, other than audit. The request for review will be submitted in writing. 20.3 Neither the pendency of a dispute, nor its consideration by the committee will excuse Consultant from full and timely performance in accordance with the terms of this Agreement. DR A F T 334 17336.00600\33928482.2 13 21. Termination. 21.1 Commission reserves the right to terminate this Agreement upon thirty (30) calendar days written notice to Consultant, for any or no reason, with the reasons for termination stated in the notice. Commission may terminate Services under a Task Order, at any time, for any or no reason, with the effective date of termination to be specified in the notice of termination of Task Order. 21.2 Commission may terminate this Agreement with Consultant should Consultant fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, Commission may proceed with the Services in any manner deemed proper by Commission. If Commission terminates this Agreement with Consultant, Commission shall pay Consultant the sum due to Consultant under this Agreement for Services completed and accepted prior to termination, unless the cost of completion to Commission exceeds the funds remaining in the Agreement. In such case, the overage shall be deducted from any sum due Consultant under this Agreement and the balance, if any, shall be paid to Consultant upon demand. 21.3 In addition to the above, payment upon termination shall include a prorated amount of profit, if applicable, but no amount shall be paid for anticipated profit on unperformed Services. Consultant shall provide documentation deemed adequate by Commission’s Contract Administrator to show the Services actually completed by Consultant prior to the effective date of termination. This Agreement shall terminate on the effective date of the Notice of Termination 21.4 Upon receipt of the written Notice of Termination, Consultant shall discontinue all affected Services as directed in the Notice or as otherwise provided herein, and deliver to the Commission all Documents and Data, as defined in this Agreement, as may have been prepared or accumulated by Consultant in performance of the Services, whether completed or in progress. 21.5 In addition to the above, Consultant shall be liable to the Commission for any reasonable additional costs incurred by the Commission to revise work for which the Commission has compensated Consultant under this Agreement, but which the Commission has determined in its sole discretion needs to be revised, in part or whole, to complete the Project because it did not meet the standard of care established in this Agreement. Termination of this Agreement for cause may be considered by the Commission in determining whether to enter into future agreements with Consultant. 21.6 The rights and remedies of the Parties provided in this Section are in addition to any other rights and remedies provided by law or under this Agreement. 21.7 Consultant, in executing this Agreement, shall be deemed to have waived any and all claims for damages which may otherwise arise from the Commission's termination of this Agreement, for convenience or cause, as provided in this Section. DR A F T 335 17336.00600\33928482.2 14 21.8 Consultant may not terminate this Agreement except for cause. 22. Cost Principles and Administrative Requirements. 22.1 Consultant agrees that the Contract Cost Principles and Procedures, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., shall be used to determine the cost allowability of individual items. 22.2 Consultant also agrees to comply with federal procedures in accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. 22.3 Any costs for which payment has been made to CONSULTANT that are determined by subsequent audit to be unallowable under 2 CFR, Part 200 and 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., are subject to repayment by Consultant to Commission. 22.4 All subcontracts in excess of $25,000 shall contain the above provisions. 23. Retention of Records/Audit. For the purpose of determining compliance with, as applicable, 2 CFR Part 200, Public Contract Code 10115, et seq. and Title 21, California Code of Regulations, Chapter 21, Section 2500 et seq., when applicable and other matters connected with the performance of this Agreement pursuant to Government Code 8546.7; Consultant, subconsultants, and Commission shall maintain and make available for inspection all books, documents, papers, accounting records, and other evidence pertaining to the performance of this Agreement, including but not limited to, the costs of administering this Agreement. All parties shall make such materials available at their respective offices at all reasonable times during the Agreement period and for three years from the date of final payment under this Agreement. The State, State Auditor, Commission, or any duly authorized representative of the State or Federal Government shall have access to any books, records, and documents of Consultant and it’s certified public accountants (CPA) work papers that are pertinent to this Agreement and, if applicable, indirect cost rates (ICR) for audit, examinations, excerpts, and transactions, and copies thereof shall be furnished if requested. Subcontracts in excess of $25,000 shall contain this provision. 23.1 Accounting System. Consultant and its subcontractors shall establish and maintain an accounting system and records that properly accumulate and segregate expenditures by line item for the Services. The accounting system of Consultant and its subcontractors shall conform to Generally Accepted Accounting Principles (GAAP), enable the determination of incurred costs at interim points of completion, and provide support for reimbursement payment vouchers or invoices. DR A F T 336 17336.00600\33928482.2 15 24. Audit Review Procedures. 24.1 Any dispute concerning a question of fact arising under an interim or post audit of this Agreement that is not disposed of by agreement, shall be reviewed by Commission’s Chief Financial Officer. 24.2 Not later than 30 days after issuance of the final audit report, Consultant may request a review by Commission’s Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing. 24.3 Neither the pendency of a dispute nor its consideration by Commission shall excuse Consultant from full and timely performance, in accordance with the terms of this Agreement. 25. Subcontracting. 25.1 Nothing contained in this Agreement or otherwise, shall create any contractual relation between Commission and any subconsultant(s), and no subcontract shall relieve Consultant of its responsibilities and obligations hereunder. Consultant agrees to be as fully responsible to Commission for the acts and omissions of its subconsultant(s) and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by Consultant. Consultant’s obligation to pay its subconsultant(s) is an independent obligation from Commission’s obligation to make payments to the Consultant. 25.2 Consultant shall perform the Services contemplated with resources available within its own organization and no portion of the Services pertinent to this Agreement shall be subcontracted without written authorization by Commission’s Contract Administrator, except that, which is expressly identified in the approved Cost Proposal. 25.3 Consultant shall pay its subconsultants within ten (10) calendar days from receipt of each payment made to Consultant by Commission. 25.4 Any subcontract in excess of $25,000 entered into as a result of this Agreement shall contain all the provisions stipulated in this Agreement to be applicable to subconsultants. 25.5 Any substitution of subconsultant(s) must be approved in writing by Commission’s Contract Administrator prior to the start of work by the subconsultant(s). 25.6 Exhibit “B” may set forth the rates at which each subconsultant shall bill the Consultant for Services and that are subject to reimbursement by the Commission to Consultant. Additional Direct Costs, as defined in Exhibit “B” shall be the same for both the Consultant and all subconsultants, unless otherwise identified in Exhibit “B” or in a Task Order. The subconsultant rate schedules and cost proposals contained herein are for accounting purposes only. DR A F T 337 17336.00600\33928482.2 16 26. Equipment Purchase 26.1 Prior authorization, in writing, by Commission’s Contract Administrator shall be required before Consultant enters into any unbudgeted purchase order, or subcontract for supplies, equipment, or services. Consultant shall provide an evaluation of the necessity or desirability of incurring such costs. 26.2 For purchase of any item, service or consulting work not covered in the Cost Proposal and exceeding $5,000 prior authorization, in writing, by Commission’s Contract Administrator is required. Three competitive quotations must be submitted with the request for such purchase, or the absence of bidding must be adequately justified. 26.3 Any equipment purchased as a result of this Agreement is subject to the following: Consultant shall maintain an inventory of all nonexpendable property. Nonexpendable property is defined as having a useful life of at least two years and an acquisition cost of $5,000 or more. If the purchased equipment needs replacement and is sold or traded in, Commission shall receive a proper refund or credit at the conclusion of this Agreement, or if this Agreement is terminated, Consultant may either keep the equipment and credit Commission in an amount equal to its fair market value, or sell such equipment at the best price obtainable at a public or private sale, in accordance with established Commission procedures; and credit Commission in an amount equal to the sales price. If Consultant elects to keep the equipment, fair market value shall be determined at Consultant’s expense, on the basis of a competent independent appraisal of such equipment. Appraisals shall be obtained from an appraiser mutually agreeable to by Commission and Consultant. If Consultant determines to sell the equipment, the terms and conditions of such sale must be approved in advance by Commission. 2 CFR, Part 200 requires a credit to Federal funds when participating equipment with a fair market value greater than $5,000 is credited to the Project. 26.4 All subcontracts in excess $25,000 shall contain the above provisions. 27. Labor Code Requirements. 27.1 Prevailing Wages. (a) Consultant shall comply with the State of California’s General Prevailing Wage Rate requirements in accordance with California Labor Code, Section 1770, and all Federal, State, and local laws and ordinances applicable to the Services. (b) Any subcontract entered into as a result of this Agreement, if for more than $25,000 for public works construction or more than $15,000 for the alteration, demolition, repair, or maintenance of public works, shall contain all of the provisions of this Section. (c) When prevailing wages apply to the Services described in the Scope of Services, transportation and subsistence costs shall be reimbursed at the DR A F T 338 17336.00600\33928482.2 17 minimum rates set by the Department of Industrial Relations (DIR) as outlined in the applicable Prevailing Wage Determination. See http://www.dir.ca.gov. (d) Copies of the prevailing rate of per diem wages in effect at commencement of this Agreement are on file at the Commission’s offices. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant’s principal place of business and at the project site. Consultant shall defend, indemnify and hold the Commission, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 27.2 DIR Registration. Since the Services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements. 27.3 Eight-Hour Law. Pursuant to the provisions of the California Labor Code, eight hours of labor shall constitute a legal day’s work, and the time of service of any worker employed on the work shall be limited and restricted to eight hours during any one calendar day, and forty hours in any one calendar week, except when payment for overtime is made at not less than one and one-half the basic rate for all hours worked in excess of eight hours per day (“Eight-Hour Law”), unless Consultant or the Services are not subject to the Eight-Hour Law. Consultant shall forfeit to Commission as a penalty, $50.00 for each worker employed in the execution of this Agreement by him, or by any sub-consultant under him, for each calendar day during which such workman is required or permitted to work more than eight hours in any calendar day and forty hours in any one calendar week without such compensation for overtime violation of the provisions of the California Labor Code, unless Consultant or the Services are not subject to the Eight-Hour Law. 27.4 Employment of Apprentices. This Agreement shall not prevent the employment of properly indentured apprentices in accordance with the California Labor Code, and no employer or labor union shall refuse to accept otherwise qualified employees as indentured apprentices on the work performed hereunder solely on the ground of race, creed, national origin, ancestry, color or sex. Every qualified apprentice shall be paid the standard wage paid to apprentices under the regulations of the craft or trade in which he or she is employed and shall be employed only in the craft or trade to which he or she is registered. If California Labor Code Section 1777.5 applies to the Services, Consultant and any subcontractor hereunder who employs workers in any apprenticeable craft or trade DR A F T 339 17336.00600\33928482.2 18 shall apply to the joint apprenticeship council administering applicable standards for a certificate approving Consultant or any sub-consultant for the employment and training of apprentices. Upon issuance of this certificate, Consultant and any sub-consultant shall employ the number of apprentices provided for therein, as well as contribute to the fund to administer the apprenticeship program in each craft or trade in the area of the work hereunder. The parties expressly understand that the responsibility for compliance with provisions of this Section and with Sections 1777.5, 1777.6 and 1777.7 of the California Labor Code in regard to all apprenticeable occupations lies with Consultant 28. Ownership of Materials/Confidentiality. 28.1 Documents & Data. This Agreement creates an exclusive and perpetual license for Commission to copy, use, modify, reuse, or sub-license any and all copyrights and designs embodied in plans, specifications, studies, drawings, estimates, materials, data and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”). Consultant shall require all subcontractors to agree in writing that Commission is granted an exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to grant the exclusive and perpetual license for all such Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the Commission. Commission shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at Commission’s sole risk. 28.2 Intellectual Property. In addition, Commission shall have and retain all right, title and interest (including copyright, patent, trade secret and other proprietary rights) in all plans, specifications, studies, drawings, estimates, materials, data, computer programs or software and source code, enhancements, documents, and any and all works of authorship fixed in any tangible medium or expression, including but not limited to, physical drawings or other data magnetically or otherwise recorded on computer media (“Intellectual Property”) prepared or developed by or on behalf of Consultant under this Agreement as well as any other such Intellectual Property prepared or developed by or on behalf of Consultant under this Agreement. The Commission shall have and retain all right, title and interest in Intellectual Property developed or modified under this Agreement whether or not paid for DR A F T 340 17336.00600\33928482.2 19 wholly or in part by Commission, whether or not developed in conjunction with Consultant, and whether or not developed by Consultant. Consultant will execute separate written assignments of any and all rights to the above referenced Intellectual Property upon request of Commission. Consultant shall also be responsible to obtain in writing separate written assignments from any subcontractors or agents of Consultant of any and all right to the above referenced Intellectual Property. Should Consultant, either during or following termination of this Agreement, desire to use any of the above-referenced Intellectual Property, it shall first obtain the written approval of the Commission. All materials and documents which were developed or prepared by the Consultant for general use prior to the execution of this Agreement and which are not the copyright of any other party or publicly available and any other computer applications, shall continue to be the property of the Consultant. However, unless otherwise identified and stated prior to execution of this Agreement, Consultant represents and warrants that it has the right to grant the exclusive and perpetual license for all such Intellectual Property as provided herein. Commission further is granted by Consultant a non-exclusive and perpetual license to copy, use, modify or sub-license any and all Intellectual Property otherwise owned by Consultant which is the basis or foundation for any derivative, collective, insurrectional, or supplemental work created under this Agreement. 28.3 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of Commission, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use Commission's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of Commission. 28.4 Infringement Indemnification. Consultant shall defend, indemnify and hold the Commission, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by Commission of the Documents & Data, including any method, process, product, or concept specified or depicted. DR A F T 341 17336.00600\33928482.2 20 29. Indemnification. To the fullest extent permitted by law, Consultant shall defend, indemnify and hold Commission, Caltrans and their directors, officials, officers, employees, consultants, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, inverse condemnation, and any claims related to property acquisition and relocation rules or failure to detect or abate hazardous materials, which are brought by a third party, and which , in any manner arise out of or are incident to alleged negligent acts, omissions, or willful misconduct of Consultant, its officials, officers, employees, agents, consultants, and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of consequential damages, expert witness fees, and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against Commission, Caltrans, and their directors, officials, officers, employees, consultants, agents, or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against Commission, Caltrans or their directors, officials, officers, employees, consultants, agents, or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse Commission, Caltrans and their directors, officials, officers, employees, consultants, agents, and/or volunteers, for any and all legal expenses and costs, including reasonable attorney’s fees, incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Commission, Caltrans or their directors, officials officers, employees, consultants, agents, or volunteers. If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault. Consultant’s obligations as set forth in this Section shall survive expiration or termination of this Agreement. 30. Insurance. 30.1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the Commission that it has secured all insurance required under this Section, in a form and with insurance companies acceptable to the Commission. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this Section. 30.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to DR A F T 342 17336.00600\33928482.2 21 persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (a) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001 or exact equivalent); (2) Automobile Liability: Insurance Services Office Business Auto Coverage (form CA 0001, code 1 (any auto) or exact equivalent); and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. (b) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit. Limits may be achieved by any combination of primary and excess or umbrella liability insurance; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage. Limits may be achieved by any combination of primary and excess or umbrella liability insurance; and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation limits as required by the Labor Code of the State of California. Employer’s Practices Liability limits of $1,000,000 per accident. 30.3 Professional Liability. Consultant shall procure and maintain, and require its sub-consultants to procure and maintain, for a period of five (5) years following completion of the Project, errors and omissions liability insurance appropriate to their profession. For Consultant, such insurance shall be in an amount not less than $1,000,000 per claim. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend. Subconsultants of Consultant shall obtain such insurance in an amount not less than $2,000,000 per claim. Notwithstanding the foregoing, the Commission may consider written requests to lower or dispense with the errors and omissions liability insurance requirement contained in this Section for certain subconsultants of Consultant, on a case-by-case basis, depending on the nature and scope of the Services to be provided by the subconsultant. Approval of such request shall be in writing, signed by the Commission’s Contract Administrator. 30.4 Aircraft Liability Insurance. Prior to conducting any Services requiring use of aircraft, Consultant shall procure and maintain, or cause to be procured and maintained, aircraft liability insurance or equivalent form, with a single limit as shall DR A F T 343 17336.00600\33928482.2 22 be required by the Commission. Such insurance shall include coverage for owned, hired and non-owned aircraft and passengers, and shall name, or be endorsed to name, the Commission, Caltrans and their directors, officials, officers, employees and agents as additional insureds with respect to the Services or operations performed by or on behalf of the Consultant. 30.5 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the Commission to add the following provisions to the insurance policies: (a) General Liability. (i) Commercial General Liability Insurance must include coverage for (1) bodily Injury and property damage; (2) personal Injury/advertising Injury; (3) premises/operations liability; (4) products/completed operations liability; (5) aggregate limits that apply per Project; (6) explosion, collapse and underground (UCX) exclusion deleted; (7) contractual liability with respect to this Agreement; (8) broad form property damage; and (9) independent consultants coverage. (ii) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; or (3) contain any other exclusion contrary to this Agreement. (iii) The policy shall give the Commission, its directors, officials, officers, employees, and agents insured status using ISO endorsement forms 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (iv) The additional insured coverage under the policy shall be “primary and non-contributory” and will not seek contribution from the Commission’s or Caltrans’ insurance or self-insurance and shall be at least as broad as CG 20 01 04 13, or endorsements providing the exact same coverage. (b) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the Commission, Caltrans and their directors, officials, officers, employees and agents shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be primary insurance as respects the Commission, Caltrans and their directors, officials, officers, employees and agents, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant’s scheduled underlying coverage. Any insurance or self-insurance maintained by the Commission, Caltrans and their directors, officials, officers, employees and agents shall be excess of the Consultant’s insurance and shall not be called upon to contribute with it in any way. (c) Workers’ Compensation and Employers Liability Coverage. DR A F T 344 17336.00600\33928482.2 23 (i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (ii) The insurer shall agree to waive all rights of subrogation against the Commission, its directors, officials, officers, employees and agents for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. (d) All Coverages. (i) Defense costs shall be payable in addition to the limits set forth hereunder. (ii) Requirements of specific coverage or limits contained in this Section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits set forth herein shall be available to the Commission, Caltrans and their directors, officials, officers, employees and agents as additional insureds under said policies. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. (iii) The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the Commission (if agreed to in a written contract or agreement) before the Commission’s own insurance or self-insurance shall be called upon to protect it as a named insured. The umbrella/excess policy shall be provided on a “following form” basis with coverage at least as broad as provided on the underlying policy(ies). (iv) Consultant shall provide the Commission at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the Commission at least ten (10) days prior to the effective date of cancellation or expiration. (v) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage DR A F T 345 17336.00600\33928482.2 24 continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. (vi) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the Commission, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification. (vii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, Commission has the right but not the duty to obtain the insurance it deems necessary and any premium paid by Commission will be promptly reimbursed by Consultant or Commission will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, Commission may cancel this Agreement. The Commission may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (viii) Neither the Commission nor any of its directors, officials, officers, employees or agents shall be personally responsible for any liability arising under or by virtue of this Agreement. 30.6 Deductibles and Self-Insurance Retentions. Any deductibles or self- insured retentions must be declared to and approved by the Commission. If the Commission does not approve the deductibles or self-insured retentions as presented, Consultant shall guarantee that, at the option of the Commission, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the Commission, its directors, officials, officers, employees and agents; or, (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expense. 30.7 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating no less than A:VIII, licensed to do business in California, and satisfactory to the Commission. 30.8 Verification of Coverage. Consultant shall furnish Commission with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the Commission. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements must be received and approved by the Commission before work commences. The Commission reserves the right to require complete, certified copies of all required insurance policies, at any time. DR A F T 346 17336.00600\33928482.2 25 30.9 Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the Commission that they have secured all insurance required under this Section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the Commission as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, the Commission may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants. 30.10 Other Insurance. At its option, the Commission may require such additional coverage(s), limits and/or the reduction of deductibles or retentions it considers reasonable and prudent based upon risk factors that may directly or indirectly impact the Project. In retaining this option Commission does not warrant Consultant’s insurance program to be adequate. Consultant shall have the right to purchase insurance in addition to the insurance required in this Section. 31. Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. Pursuant to the authority contained in Section 591 of the Vehicle Code, the Commission has determined that the Project will contain areas that are open to public traffic. Consultant shall comply with all of the requirements set forth in Divisions 11, 12, 13, 14, and 15 of the Vehicle Code. Consultant shall take all reasonably necessary precautions for safe operation of its vehicles and the protection of the traveling public from injury and damage from such vehicles. 32. Additional Work. Any work or activities that are in addition to, or otherwise outside of, the Services to be performed pursuant to this Agreement shall only be performed pursuant to a separate agreement between the parties. Notwithstanding the foregoing, the Commission’s Executive Director may make a change to the Agreement, other than a Cardinal Change. For purposes of this Agreement, a Cardinal Change is a change which is “outside the scope” of the Agreement; in other words, work which should not be regarded as having been fairly and reasonably within the contemplation of the parties when the Agreement was entered into. An example of a change which is not a Cardinal Change would be where, in a contract to construct a building there are many changes in the materials used, but the size and layout of the building remains the same. DR A F T 347 17336.00600\33928482.2 26 Cardinal Changes are not within the authority of this provision to order, and shall be processed by the Commission as “sole source” procurements according to applicable law, including the requirements of FTA Circular 4220.1D, paragraph 9(f). (a) In addition to the changes authorized above, a modification which is signed by Consultant and the Commission’s Executive Director, other than a Cardinal Change, may be made in order to: (1) make a negotiated equitable adjustment to the Agreement price, delivery schedule and other terms resulting from the issuance of a Change Order, (2) reflect definitive letter contracts, and (3) reflect other agreements of the parties modifying the terms of this Agreement (“Bilateral Contract Modification”). (b) Consultant shall not perform, nor be compensated for any change, without written authorization from the Commission’s Executive Director as set forth herein. In the event such a change authorization is not issued and signed by the Commission’s Executive Director, Consultant shall not provide such change. 33. Prohibited Interests. 33.1 Solicitation. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the Commission shall have the right to rescind this Agreement without liability. 33.2 Consultant Conflict of Interest. (a) Consultant shall disclose any financial, business, or other relationship with Commission that may have an impact upon the outcome of this Agreement, or any ensuing Commission construction project. Consultant shall also list current clients who may have a financial interest in the outcome of this Agreement, or any ensuing Commission construction project, which will follow. (b) Consultant hereby certifies that it does not now have, nor shall it acquire any financial or business interest that would conflict with the performance of services under this Agreement. (c) Any subcontract in excess of $25,000 entered into as a result of this Agreement, shall contain all of the provisions of this Article. (d) Consultant further certifies that neither Consultant, nor any firm affiliated with Consultant, will bid on any construction subcontracts included within the construction contract. Additionally, Consultant certifies that no person working under DR A F T 348 17336.00600\33928482.2 27 this Agreement is also employed by the construction contractor for any project included within this Agreement. 33.3 Commission Conflict of Interest. For the term of this Agreement, no member, officer or employee of the Commission, during the term of his or her service with the Commission, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 33.4 Conflict of Employment. Employment by the Consultant of personnel currently on the payroll of the Commission shall not be permitted in the performance of this Agreement, even though such employment may occur outside of the employee's regular working hours or on weekends, holidays or vacation time. Further, the employment by the Consultant of personnel who have been on the Commission payroll within one year prior to the date of execution of this Agreement, where this employment is caused by and or dependent upon the Consultant securing this or related Agreements with the Commission, is prohibited. 33.5 Covenant Against Contingent Fees. As required in connection with federal funding, the Consultant warrants that he/she has not employed or retained any company or person, other than a bona fide employee working for the Consultant, to solicit or secure this Agreement, and that he/she has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or formation of this Agreement. For breach or violation of this warranty, the Commission shall have the right to terminate this Agreement without liability pursuant to the terms herein, or at its discretion to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 33.6 Rebates, Kickbacks or Other Unlawful Consideration. Consultant warrants that this Agreement was not obtained or secured through rebates kickbacks or other unlawful consideration, either promised or paid to any Commission employee. For breach or violation of this warranty, Commission shall have the right in its discretion; to terminate this Agreement without liability; to pay only for the value of the work actually performed; or to deduct from the Agreement price; or otherwise recover the full amount of such rebate, kickback or other unlawful consideration. 33.7 Covenant Against Expenditure of Commission, State or Federal Funds for Lobbying. The Consultant certifies that to the best of his/ her knowledge and belief no state, federal or local agency appropriated funds have been paid, or will be paid by or on behalf of the Consultant to any person for the purpose of influencing or attempting to influence an officer or employee of any state or federal agency; a Member of the State Legislature or United States Congress; an officer or employee of the Legislature or Congress; or any employee of a Member of the Legislature or Congress, in connection with the award of any state or federal contract, grant, loan, or cooperative agreement, or the extension, continuation, renewal, amendment, or modification of any state or federal contract, grant, loan, or cooperative agreement. DR A F T 349 17336.00600\33928482.2 28 (a) If any funds other than federal appropriated funds have been paid, or will be paid to any person for the purpose of influencing or attempting to influence an officer or employee of any federal agency; a Member of Congress; an officer or employee of Congress, or an employee of a Member of Congress; in connection with this Agreement, the Consultant shall complete and submit the attached Exhibit "F", Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with the attached instructions. (b) The Consultant's certification provided in this Section is a material representation of fact upon which reliance was placed when this Agreement was entered into, and is a prerequisite for entering into this Agreement pursuant to Section 1352, Title 31, US. Code. Failure to comply with the restrictions on expenditures, or the disclosure and certification requirements set forth in Section 1352, Title 31, US. Code may result in a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. (c) The Consultant also agrees by signing this Agreement that he/she shall require that the language set forth in this Section 3.23.5 be included in all Consultant subcontracts which exceed $100,000, and that all such subcontractors shall certify and disclose accordingly. 33.8 Employment Adverse to the Commission. Consultant shall notify the Commission, and shall obtain the Commission’s written consent, prior to accepting work to assist with or participate in a third-party lawsuit or other legal or administrative proceeding against the Commission during the term of this Agreement. 34. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 35. Right to Employ Other Consultants. Commission reserves the right to employ other consultants in connection with the Project. 36. Governing Law. This Agreement shall be governed by and construed with the laws of the State of California. Venue shall be in Riverside County. 37. Disputes; Attorneys' Fees. 37.1 Prior to commencing any action hereunder, the Parties shall attempt in good faith to resolve any dispute arising between them. The pendency of a dispute shall not excuse Consultant from full and timely performance of the Services. 37.2. If the Parties are unable to resolve a dispute after attempting in good faith to do so, the Parties may seek any other available remedy to resolve the dispute. If DR A F T 350 17336.00600\33928482.2 29 either Party commences an action against the other Party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing Party in such litigation shall be entitled to have and recover from the losing Party reasonable attorneys' fees and, all other costs of such actions. 38. Time of Essence. Time is of the essence for each and every provision of this Agreement. 39. Headings. Article and Section Headings, paragraph captions or marginal headings contained in this Agreement are for convenience only and shall have no effect in the construction or interpretation of any provision herein. 40. Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: CONSULTANT: COMMISSION: STV Incorporated Riverside County Transportation Commission 9130 Anaheim Place, Ste. 210 4080 Lemon Street, 3rd Floor Rancho Cucamonga, CA 91730 Riverside, CA 92501 Attn: William J. Knapp Attn: Executive Director Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. mail, first class postage prepaid, and addressed to the Party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 41. Conflicting Provisions. In the event that provisions of any attached exhibits conflict in any way with the provisions set forth in this Agreement, the language, terms and conditions contained in this Agreement shall control the actions and obligations of the Parties and the interpretation of the Parties' understanding concerning the performance of the Services. 42. Amendment or Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 43. Entire Agreement. This Agreement contains the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior negotiations, agreements or understandings. 44. Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 45. Provisions Applicable When State Funds or Federal Funds Are Involved. When funding for the Services under a Task Order is provided, in whole or in part, from DR A F T 351 17336.00600\33928482.2 30 Caltrans, Consultant shall also fully and adequately comply with the provisions included in Exhibit “C” (California Department of Transportation requirements) attached hereto and incorporated herein by reference. When funding for the Services under a Task Order is provided, in whole or in part, from the FTA, Consultant shall also fully and adequately comply with the provisions included in Exhibit “D” (FTA Requirements) attached hereto and incorporated herein by reference. 46. Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification and confidentiality obligations, shall survive any such expiration or termination. 47. No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 48. Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 49. Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 50. Subpoenas or Court Orders. Should Consultant receive a subpoena or court order related to this Agreement, the Services or the Project, Consultant shall immediately provide written notice of the subpoena or court order to the Commission. Consultant shall not respond to any such subpoena or court order until notice to the Commission is provided as required herein, and shall cooperate with the Commission in responding to the subpoena or court order. 51. Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein, without the prior written consent of the Commission. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 52. Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties, and shall not be assigned by Consultant without the prior written consent of Commission. 53. Incorporation of Recitals. The recitals set forth above are true and correct and are incorporated into this Agreement as though fully set forth herein. 54. No Waiver. Failure of Commission to insist on any one occasion upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any DR A F T 352 17336.00600\33928482.2 31 rights or powers hereunder at any one time or more times be deemed a waiver or relinquishment of such other right or power at any other time or times. [Signatures on following page] DR A F T 353 17336.00600\33928482.2 32 SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT WITH FTA AND PROPOSITION 1B FUNDING/ASSISTANCE IN WITNESS WHEREOF, this Agreement was executed on the date first written above. RIVERSIDE COUNTY TRANSPORTATION COMMISSION By: [INSERT NAME] Chair Approved as to Form: By: Best, Best & Krieger LLP General Counsel CONSULTANT STV Incorporated By: Signature Name Title ATTEST: By: Its: __________________________ * A corporation requires the signatures of two corporate officers. One signature shall be that of the chairman of board, the president or any vice president and the second signature (on the attest line) shall be that of the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation. If the above persons are not the intended signators, evidence of signature authority shall be provided to RCTC. DR A F T 354 17336.00600\33928482.2 Exhibit A EXHIBIT "A" SCOPE OF WORK The Commission intends to contract with an on-call “bench” of qualified consultants to provide Design Engineering and Environmental services for Commuter Rail Station Capital Improvement Projects on an on-call basis pursuant to task orders to be issued in accordance with the terms of this RFQ and the Commission’s model agreement. The selected consultants will supplement the work of the Commission Staff in accordance with the specifications described herein. Projects for which design engineering and environmental services may be required include transit and commuter rail station facility amenities and improvements, station platform improvements, passenger shelters, pedestrian connections, pedestrian bridge structures, pedestrian at-grade railroad crossings, parking structures, parking lot improvements/rehabilitation/expansions, fencing for access control, bicycle paths and bicycle storage solutions and landscaping. Services may be required for station related track addition/rehabilitation/replacement, railroad signal systems, railroad grade crossings, Quiet Zones, layover facilities, station security and safety elements. The foregoing generally described projects may include upgrade to technology with improved ticket vending machines, customer information kiosks, communicator upgrades, signage and potentially wireless connectivity. As design engineering and environmental services needs arise, the Commission will develop a brief scope of work and will issue a request for task order proposals to the bench of contracted firms selected pursuant to this RFQ. Award of task orders will be made to the firm: (i) determined most qualified based on a review of the task order proposals in accordance with the review criteria to be set forth in the request for task order, and (ii) proposing a reasonable price, as determined by the Commission. If the Commission and the first ranked firm are unable to negotiate a reasonable price for the task order work, negotiations shall commence with the next highest ranked firm, and shall continue until a task order is awarded. For non-State or non-federally funded task orders, the Commission may include price as a consideration in task order proposal evaluation and award, and/or may issue task orders in accordance with procedures determined to be in the Commission’s best interest. Approval and authorization to proceed for the designated scope of work will be documented in an Agreement Task Order (ATO). The consultant will be required to commence work within five days or sooner after receiving a fully executed ATO. Payment for each ATO will be in accordance with the Cost Proposal conditions in the selected consultant’s parent agreement. These services will be funded using a variety of federal, state, and local funds. The consultant shall meet all the requirements associated with the specific fund type associate with each ATO and the funding will be identified at the time the scope of work is released. DR A F T 355 17336.00600\33928482.2 Exhibit A Work Activities: All work will be performed to meet the latest Local, State and Federal standards as they are applicable to the element of work being performed. The activities listed in this scope of work are intended to be delivered to support the 30%, 60%, 95% and 100% reviews that are typically used to review Plans Specifications & Estimate (PS&E) packages led by Local Agencies. Prevailing wage shall be paid for all work activities subject to California Labor Code Sections 1720 et seq. and 1770 et. Seq., as well as California Code of Regulations, Title 8, Section 16000 et seq. (“Prevailing Wage Laws”). Consultant’s SOQ should discuss how will address the following primary activities: PART 1- Environmental – environmental documentation to comply with the California Environmental Quality Act (CEQA), National Environmental Policy Act (NEPA) and all applicable state and federal requirements, supporting technical reports and studies, surveys, mitigation, conceptual analysis, design permits and construction support. Final Environmental Document and Preliminary Engineering Services 1. Project Management 2. Risk Management 3. Prepare, or subcontract for the preparation of all required Technical Studies, Reports, data collection and documentation to support the CEQA/NEPA reports, including but not necessarily limited to: Air Quality, Biology, Cultural Resources, including Section 106 compliance, Native American consultation (including AB 52 compliance when RCTC is the CEQA Lead Agency), Archaeology, Hazardous Waste, Noise and Vibration, Paleontology, Section 4(f) Evaluations, Water Quality and Geotechnical materials 4. Survey and Mapping activities for the project area to support preliminary engineering activities and environmental studies and preliminary plans 5. Processing all forms, maps and documents required for required permits. 6. Prepare, or subcontract for the preparation of all required technical studies and reports to support preparation of final PS&E, including but not necessarily limited to: stormwater management plan, water quality, geotechnical, structural section recommendation, structure design 7. Other miscellaneous studies that the Offeror recommends performing in order to expedite project delivery 8. Coordination Meetings with the Commission, State, Federal, County of Riverside and local agencies 9. Coordination, reviews and approvals with Federal Transit Administration (FTA), Federal Railroad Administration (FRA), California Public Utilities Commission (CPUC) affected local agencies/jurisdictions, Burlington Northern Santa Fe (BNSF) DR A F T 356 17336.00600\33928482.2 Exhibit A Railroad, Union Pacific Railroad (UPRR), Southern California Regional Rail Authority (SCRRA), U.S. Army Corps of Engineers (USACE), U.S. Fish and Wildlife Service (USFWS), California Department of Fish and Wildlife (CDFW), Western Riverside Regional Conservation Authority (RCA), Santa Ana Regional Water Quality Control Board (RWQCB), and others as required 10. Public Outreach and Marketing- Public meetings, publications, media placements. Graphics – PowerPoint, exhibits, simulations and ad development Part 2-Plans Specification and & Estimate Services Prepare, or subcontract for the preparation of all required technical studies and reports to support preparation of final plans, specifications, & estimates, including but not necessarily limited to: 11. Hydraulic Engineering 12. Structural Engineering 13. Geotechnical Engineering 14. Utility Identification, Potholing and Coordination 15. Surveying – Topography, boundary, record maps, right of way for Preliminary Engineering and final PS&E 16. Right of way – right of way engineering, legals and plats 17. Storm Water Pollution Prevention Plan (SWPPP) Preparation and Notice of Intent preparation and submittal 18. Environmental Coordination, as required 19. Railroad coordination and development and finalization of a design, construction, Memorandum of Understanding and/or Construction and Maintenance agreement, if required. 20. Coordination, reviews and approvals with USACE, USFWS, CDFW, RCA, RWQCB, FTA, FRA, CPUC affected local agencies/jurisdictions, BNSF, UPRR, SCRRA, and others, as required. 21. Provide and setup document control system 22. Prepare and process all forms, maps and documents needed for required permits 23. Preparation of hard copy and electronic/CAD drawings (reproducible drawings) 24. Provide copies of reports, drawings and specifications to the Commission at each stage of submittal 25. Provide Value Engineering, Risk Management Plan and Constructability review prior to final design. 26. Development of Plans, Specifications, and Cost Estimate. DR A F T 357 17336.00600\33928482.2 Exhibit A 27. Provide bid support services including: review bid questions and draft responses’ draft addenda to bid documents 28. Provide Construction Support Services (for example but not limited to: Review, respond to Request for Information, Request for Quote; Submittal and Shop Drawing Review and Approval, Coordination with Commission for any Shop Drawing Approvals, provided revised drawings and/or specifications resulting from Contract Change Orders, Claims review and response) 29. Participate in final walk through and provide comments/recommendations to final punch list. 30. Update electronic/CAD plans to include As-Built revisions and digitally sign A. General Requirements The consultant is expected to prepare all reports, studies and plans to meet Local, State and Federal requirements. Commission staff will provide overall project coordination, and will handle administrative matters. Commission staff will provide oversight, guidance and interpretation on matters relating to policies and regulations. B. Meetings/Public Involvement The consultant will be required to meet with the Commission staff, Bechtel and other agencies that may include State, Federal, Riverside County, SCRRA, BNSF, UPRR, cities of Corona, Jurupa Valley, Perris, March Joint Powers Authority (MJPA) and Riverside, USACE, USFWS, CDFW, WQCB, RCA FTA, other public agencies, and private entities located within the Project boundaries on a regular basis. Project Development Team (PDT) meetings will be held monthly with the project stakeholders. C. Final Products/deliverables Specific final products/deliverables related to the project are listed below: • Final Environmental Document and Notice of Completion and/or Record of Decision, as appropriate • Final Environmental permits • Approved Technical Reports • Survey Data • Agenda, public notices and presentation material to support public hearings and responses to comments received during the environmental document public availability period • Value Engineering Studies, Risk Management Plan and Constructability Analysis DR A F T 358 17336.00600\33928482.2 Exhibit A • Final Plans, Specification, and Cost Estimates (electronic versions plus 1 Full Size (D-Size) and 1 half size copy of final drawings, also provide electronic versions plus hard copies of all reports, Specifications and Estimate). • Final Water Quality Management Plan • Final Storm Water Pollution Prevention Plan (SWPPP) and Notice of Intent (NOI) • Materials Report, Log of Test Borings, and Materials Information Write-Up for Bidders • Project Cross Sections, for Earthwork, for Bidders • Final Bridge Structural Report • Final Drainage and Hydraulic Reports • Final Right of Way Drawings, Legals and Plats • Final Utility Drawings and Notice to Relocate • Final electronic/CAD As-Builts for the Project Other products to match your work activities as described in Section B above. DR A F T 359 17336.00600\33928482.2 Exhibit B-1 EXHIBIT “B” – COMPENSATION AND PAYMENT DR A F T 360 FIRM PROJECT TASKS/ROLE COST STV Incorporated On-Call Design Engineering 5,500,000.00$ Arellano Associates Compliance and Coordination, Outreach and Marketing 300,000.00 Epic Land Solutions, Inc. Right-of-Way 200,000.00 Fehr & Peers Traffic 200,000.00 Ian Davidson Landscap Architecture, Inc.Visual and Aesthetics, Landscape Architecture 200,000.00 JMDiaz, Inc.Grade Crossings, Quiet Zones 400,000.00 Leighton Group, Inc.Geotechnical, Hazardous Materials 200,000.00 LSA Associates, Inc.Environmental Support Services 300,000.00 Pacific Railway Enterprises, Inc.Signals and Communications 2,000,000.00 RSE, Inc.Surveying and Mapping 500,000.00 Sanchez/Kamps Associates Design DBA SKA Design Station Signage 200,000.00 10,000,000.00$ TOTAL COSTS 1 Commission authorization pertains to total contract award amount. Compensation adjustments between consultants may occur; however, the maximum total compensation authorized may not be exceeded. EXHIBIT "B" Prime Consultant: Sub Consultants: COMPENSATION SUMMARY1 DR A F T 361 17336.00600\33928482.2 Exhibit C-1 EXHIBIT "C" CALTRANS REQUIREMENTS/ PROP 1 B PROVISIONS 1. STATEMENT OF COMPLIANCE. A. Consultant’s signature affixed herein shall constitute a certification under penalty of perjury under the laws of the State of California that Consultant has, unless exempt, complied with, the nondiscrimination program requirements of Government Code Section 12990 and Title 2, California Administrative Code, Section 8103. B. During the performance of this Agreement, Consultant and its subconsultants shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, physical disability (including HIV and AIDS), mental disability, medical condition (e.g., cancer), age (over 40), marital status, and denial of family care leave. Consultant and subconsultants shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Consultant and subconsultants shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12990 (a-f) et seq.) and the applicable regulations promulgated there under (California Code of Regulations, Title 2, Section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Contract by reference and made a part hereof as if set forth in full. Consultant and its subconsultants shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement. 2. DEBARMENT AND SUSPENSION CERTIFICATION A. Consultant’s signature affixed herein, shall constitute a certification under penalty of perjury under the laws of the State of California, that Consultant has complied with Title 2 CFR, Part 180, “OMB Guidelines to Agencies on Government wide Debarment and Suspension (nonprocurement)”, which certifies that he/she or any person associated therewith in the capacity of owner, partner, director, officer, or manager, is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency; has not been suspended, debarred, voluntarily excluded, or determined ineligible by any federal agency within the past three (3) years; does not have a proposed debarment pending; and has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three (3) years. Any exceptions to this certification must be disclosed to Commission. B. Exceptions will not necessarily result in denial of recommendation for award, but will be considered in determining Consultant responsibility. Disclosures must indicate to whom exceptions apply, initiating agency, and dates of action. DR A F T 362 17336.00600\33928482.2 Exhibit C-2 C. Exceptions to the Federal Government Excluded Parties List System maintained by the General Services Administration are to be determined by the Federal highway Administration. 3. PROMPT PAYMENT Consultant agrees to pay each subcontractor under this Agreement for satisfactory performance of its contract no later than 10 days from the receipt of each payment the Consultant receives from the Commission. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of the Commission. 4. RELEASE OF RETAINAGE No retainage will be withheld by the Agency from progress payments due the prime consultant. Retainage by the prime consultant or subconsultants is prohibited, and no retainage will be held by the prime consultant from progress due subconsultants. Any violation of this provision shall subject the violating prime consultant or subconsultants to the penalties, sanctions, and other remedies specified in Section 7108.5 of the California Business and Professions Code. This requirement shall not be construed to limit or impair any contractual, administrative, or judicial remedies, otherwise available to the prime consultant or subconsultant in the event of a dispute involving late payment or nonpayment by the prime consultant or deficient subconsultant performance, or noncompliance by a subconsultant. This provision applies to Consultant and its subconsultants. 5. LEGAL REMEDIES In addition to those contract remedies set forth under relevant provisions of California law, either Party to this Agreement may, where applicable, seek legal redress for violations of this Agreement pursuant to the relevant provisions of 49 C.F.R. Parts 23 and 26, to the relevant federal or state statutory provisions governing civil rights violations, and to the relevant federal and state provisions governing false claims or “whistleblower” actions, as well as any and all other applicable federal and state provisions of law. The Consultant shall include a provision to this effect in each of its agreements with its subcontractors. 6. NATIONAL LABOR RELATIONS BOARD CERTIFICATION In accordance with Public Contract Code Section 10296, and by signing this Agreement, Consultant certifies under penalty of perjury that no more than one final unappealable finding of contempt of court by a federal court has been issued against Consultant within the immediately preceding two-year period, because of Consultant’s failure to comply with DR A F T 363 17336.00600\33928482.2 Exhibit C-3 an order of a federal court that orders Consultant to comply with an order of the National Labor Relations Board. 7. INVENTIONS. Rights to Inventions and Data Made Under a Contract or Agreement — Consultant shall comply with Federal requirements and regulations pertaining to patent rights with respect to any discovery or invention which arises or is developed in the course of or under the Contract, and shall be in compliance with 10 CFR 600.325 and Appendix A—Patent and Data Rights to Subpart D, Part 600. 8. ENVIRONMENTAL COMPLIANCE A. Compliance with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h)), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15). (Contracts, subcontracts, and subgrants of amounts in excess of $100,000). B. Mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871). C. Energy Policy and Conservation Act (Pub. L. 94—163, 89 Stat. 871.) — Consultant shall comply with mandatory standards and policies relating to energy efficiency which are contained in the State energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94–163, 89 Stat. 871), which are incorporated by reference in this Contract. (10 CFR 600.236(i)(13).) DR A F T 364 17336.00600\33928482.2 Exhibit D-1 EXHIBIT “D” FTA PROVISIONS DR A F T 365 FTA Requirements- Page 1 FTA FUNDING REQUIREMENTS (Non-construction/maintenance work) As used herein, “RCTC” shall have the same meaning as the “Commission.” The term “contract” or “Contract” shall have the same meaning as the “Agreement.” 1. No Obligation by the Federal Government a.RCTC and Consultant acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Purchaser, Consultant, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. b.The Consultant agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subconsultant who will be subject to its provisions. 2. Program Fraud and False or Fraudulent Statements or Related Acts a. The Consultant acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Consultant certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Consultant further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Consultant to the extent the Federal Government deems appropriate. b.The Consultant also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Consultant, to the extent the Federal Government deems appropriate. c.The Consultant agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subconsultant who will be subject to the provisions. 3. Access to Records The Consultant agrees to the following access to records requirements: DR A F T 366 FTA Requirements- Page 2 a.To provide RCTC, the FTA Administrator, the Comptroller General of the United States or any of their authorized representatives access to any books, documents, papers and records of the Consultant which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. Consultant also agrees, pursuant to 49 C. F. R. 633.17 to provide the FTA Administrator or his authorized representatives including any PMO Consultant access to Consultant's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311. b.To make available in the case of a contract for a capital project or improvement, as defined above and awarded by other than competitive bidding in accordance with 49 U.S.C. 5325(a), records related to the contract to RCTC, the Secretary of Transportation and the Comptroller General or any authorized officer or employee of any of them for the purposes of conducting an audit and inspection. c.To maintain all books, records, accounts and reports required under this contract for a period of not less than three years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Consultant agrees to maintain same until RCTC, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(i)(11). d.To permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. 4. Federal Changes The Consultant shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement between RCTC and FTA, as they may be amended or promulgated from time to time during the term of this contract. Consultant's failure to so comply shall constitute a material breach of this contract. 5. Civil Rights The following requirements apply to the underlying contract: (1)Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332 and 49 CFR part 21, the Consultant agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Consultant agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. DR A F T 367 FTA Requirements- Page 3 (2)Equal Employment Opportunity - The following equal employment opportunity requirements apply to the underlying contract: (a)Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, the Consultant agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et seq ., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Consultant agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Consultant agrees to comply with any implementing requirements FTA may issue. (b)Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § § 623, Federal transit law at 49 U.S.C. § 5332, the Equal Employment Opportunity Commission (U.S. EEOC) regulations, “Age Discrimination in Employment Act,” 29 C.F.R. part 1625, the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6101 et seq., U.S. Health and Human Services regulations, “Nondiscrimination on the Basis of Age in Programs or Activities Receiving Federal Financial Assistance,” 45 C.F.R. part 90, the Consultant agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Consultant agrees to comply with any implementing requirements FTA may issue. (c)Disabilities - In accordance with section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794, the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12101 et seq., the Architectural Barriers Act of 1968, as amended, 42 U.S.C. § 4151 et seq., and Federal transit law at 49 U.S.C. § 5332, the Consultant agrees that it will not discriminate against individuals on the basis of disability, and that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Consultant agrees to comply with any implementing requirements FTA may issue. (3) The Consultant also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. DR A F T 368 FTA Requirements- Page 4 6. FTA Disadvantaged Business Enterprise (DBE) Requirements A.General DBE Requirements: In accordance with Federal financial assistance agreements with the U.S. Department of Transportation (U.S. DOT), Commission has adopted a Disadvantaged Business Enterprise (DBE) Policy and Program, in conformance with Title 49 CFR Part 26, “Participation by Disadvantaged Business Enterprises in Department of Transportation Programs” (the “Regulations”). This RFP is subject to these stipulated regulations. In order to ensure that Commission achieves its overall DBE Program goals and objectives, Commission encourages the participation of DBEs as defined in 49 CFR 26 in the performance of contracts financed in whole or in part with U.S. DOT funds. It is the policy of the Commission to: 1. Ensure nondiscrimination in the award and administration of DOT-assisted contracts; 2. Create a level playing field on which DBE’s can compete fairly for DOT-assisted contracts; 3. Ensure that the DBE program is narrowly tailored in accordance with applicable law; 4. Ensure that only firms that fully meet 49 C.F.R. part 26 eligibility standards are permitted to participate as DBE’s; 5. Help remove barriers to the participation of DBEs in DOT assisted contracts; 6. To promote the use of DBEs in all types of federally assisted contracts and procurement activities; and 7. Assist in the development of firms that can compete successfully in the marketplace outside the DBE program. B.Discrimination: Consultant shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of subcontracts. Any terms used herein that are defined in 49 CFR Part 26, or elsewhere in the Regulations, shall have the meaning set forth in the Regulations. C.Commission’s Race-Neutral DBE Program: A Race-Neutral DBE Program is one that, while benefiting DBEs, is not solely focused on DBE firms. Therefore, under a Race-Neutral DBE Program, Commission does not establish numeric race-conscious DBE participation goals on its DOT-assisted contracts. There is no FTA DBE goal on this Project. Consultant shall not be required to achieve a specific level of DBE participation as a condition of contract compliance in the performance of this DOT-assisted contract. However, Consultant shall adhere to race-neutral DBE participation commitment(s) made at the time of award. D.Race-Neutral DBE Submissions and Ongoing Reporting Requirements (Post-Award): At termination of the Contract, the successful Consultant shall complete and submit to DR A F T 369 FTA Requirements- Page 5 Commission a “DBE Race-Neutral Participation Listing” in the form provided by Commission. In the event DBE(s) are utilized in the performance of the Agreement, Consultant shall comply with applicable reporting requirements. E.Performance of DBE Subconsultants: DBE subconsultants listed by Consultant in its “DBE Race-Neutral Participation Listing” submitted at the time of proposal shall perform the work and supply the materials for which they are listed, unless Consultant has received prior written authorization from Commission to perform the work with other forces or to obtain the materials from other sources. Consultant shall provide written notification to Commission in a timely manner of any changes to its anticipated DBE participation. This notice should be provided prior to the commencement of that portion of the work. F.DBE Certification Status: If a listed DBE subconsultant is decertified during the life of this Agreement, the decertified subconsultant shall notify Consultant in writing with the date of decertification. If a non-DBE subconsultant becomes a certified DBE during the life of this Agreement, the DBE subconsultant shall notify Consultant in writing with the date of certification. Consultant shall furnish the written documentation to Commission in a timely manner. Consultant shall include this requirement in all subcontracts. G. Consultant’s Assurance Clause Regarding Non-Discrimination: In compliance with State and Federal anti-discrimination laws, Consultant shall affirm that it will not exclude or discriminate on the basis of race, color, national origin, or sex in consideration of contract award opportunities. Further, Consultant shall affirm that they will consider, and utilize subconsultants and vendors, in a manner consistent with non-discrimination objectives. H. Violations: Failure by the selected Consultant(s) to carry out these requirements shall be a material breach of the contract to be awarded pursuant to this RFP, which may result in the termination of the contract or such other remedy as the recipient deems appropriate, which may include, but is not limited to: (1)Withholding monthly progress payments; (2)Assessing sanctions; (3)Liquidated damages; and/or (4)Disqualifying the Consultant from future bidding as non-responsible. 49 C.F.R. § 26.13(b). I. Prompt Payment: Consultant shall pay its subconsultants for satisfactory performance of their contracts no later than 30 days from receipt of each payment Commission makes to the Consultant. 49 C.F.R. § 26.29(a), unless a shorter period is provided in the contract. J.Compliance with DBE Requirements Contained in FTA Provisions: Consultant shall comply with all DBE reporting and other requirements contained in this Agreement. DR A F T 370 FTA Requirements- Page 6 7.Incorporation of Federal Transit Administration (FTA) Terms The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1F are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Consultant shall not perform any act, fail to perform any act, or refuse to comply with any RCTC requests which would cause RCTC to be in violation of the FTA terms and conditions. 8.Debarment and Suspension. The Consultant agrees to the following: (1) It will comply with the following requirements of 2 CFR Part 180, subpart C, as adopted and supplemented by U.S. DOT regulations at 2 CFR Part 1200. (2) It will not enter into any “covered transaction” (as that phrase is defined at 2 CFR §§ 180.220 and 1200.220) with any subconsultant whose principal is, suspended, debarred, or otherwise excluded from participating in covered transactions, except as authorized by— (i) U.S. DOT regulations, “Nonprocurement Suspension and Debarment,” 2 CFR Part 1200; (ii) U.S. OMB regulatory guidance, “Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement),” 2 CFR Part 180; and (iii) Other applicable federal laws, regulations, or requirements regarding participation with debarred or suspended recipients or third party participants. (3) It will review the U.S. GSA “System for Award Management – Lists of Parties Excluded from Federal Procurement and Nonprocurement Programs,” if required by U.S. DOT regulations, 2 CFR Part 1200. 9.ADA Access Requirements The Consultant shall comply with all applicable requirements of the Americans with Disabilities Act of 1990 (ADA), 42 USC Section 12101 et seq; Section 504 of the Rehabilitation Act of 1973, as amended, 29 USC Section 794; 49 USC Section 5301(d). 10.Fly America. To the extent applicable to the Services, the Consultant agrees to comply with 49 U.S.C. 40118 (the "Fly America" Act) in accordance with the General Services Administration's regulations at 41 CFR Part 301-10, which provide that recipients and sub recipients of Federal funds and their consultants are required to use U.S. Flag air carriers for U.S. Government-financed international air travel and transportation of their personal effects or property, to the extent such service is available, unless travel by foreign air carrier is a matter of necessity, as defined by the Fly America Act. The Consultant shall submit, if a foreign air carrier was used, an appropriate certification or memorandum adequately explaining why service by a U.S. flag air carrier was not available or why it was necessary to use a foreign air carrier and shall, in any event, provide DR A F T 371 FTA Requirements- Page 7 a certificate of compliance with the Fly America requirements. The Consultant agrees to include the requirements of this section in all subcontracts that may involve international air transportation. 11.Cargo Preference - Use of United States-Flag Vessels To the extent applicable to the Services, the Consultant agrees: 1.To use privately owned United States-Flag commercial vessels to ship at least 50 percent of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners, and tankers) involved, whenever shipping any equipment, material, or commodities pursuant to the underlying contract to the extent such vessels are available at fair and reasonable rates for United States-Flag commercial vessels; 2.To furnish within 20 working days following the date of loading for shipments originating within the United States or within 30 working days following the date of leading for shipments originating outside the United States, a legible copy of a rated, "on-board" commercial ocean bill-of -lading in English for each shipment of cargo described in the preceding paragraph to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590 and to the FTA recipient (through the Consultant in the case of a subconsultant's bill-of-lading.) 3.To include these requirements in all subcontracts issued pursuant to this contract when the subcontract may involve the transport of equipment, material, or commodities by ocean vessel. 11.Buy America – Not applicable. 12.Employment Provisions To the extent applicable to the Services, Consultant shall comply with the following: A.Equal Employment Opportunity — Not applicable. B.Copeland “Anti-Kickback” Act (18 U.S.C. 874 and 40 U.S.C. 276c) — Not applicable. C.Contact Work Hours and Safety Standards Act (40 U.S.C. 327–333) —Not applicable. D.Release of Retainage No retainage will be withheld by the RCTC from progress payments due Consultant. Retainage by Consultant or subconsultants is prohibited, and no retainage will be held by the prime consultant from progress due subconsultants. Any violation of this provision shall subject the violating Consultant or subconsultants to the penalties, sanctions, and other remedies specified in Section 7108.5 of the California Business and Professions Code. This requirement shall not be construed to limit or impair any contractual, administrative, or judicial remedies, otherwise DR A F T 372 FTA Requirements- Page 8 available to Consultant or subconsultant in the event of a dispute involving late payment or nonpayment by Consultant or deficient subconsultant performance, or noncompliance by a subconsultant. 13.Termination for Convenience RCTC may terminate the Agreement for convenience in accordance with the terms of the Agreement. After such termination, the Consultant shall submit a final termination settlement proposal to RCTC as directed. If the Consultant fails to submit a proposal within the time allowed, RCTC may determine, on the basis of information available, the amount, if any due the Consultant because of the termination and shall pay the amount determined. After the Consultant’s proposal is received, RCTC and Consultant shall negotiate a fair and equitable settlement and the contract will be modified to reflect the negotiated agreement. If agreement cannot be reached, RCTC may issue a final determination and pay the amount determined. If the Consultant does not agree with this final determination or the determination resulting from the lack of timely submission of a proposal, the Consultant may appeal under the Disputes clause. 14.Administrative and Contractual Remedies on Breach; Termination for Cause a. The Consultant may be declared in breach of this Agreement (“Breach”) if the Consultant fails to make delivery of the supplies or to perform the services within the time specified herein or any extension thereof; or if the Consultant fails to perform any of the other provisions of the contract, or so fails to make progress as to endanger performance of this contract in accordance with its terms. In case of any of the foregoing, RCTC shall notify the Consultant of the Breach, and the Consultant shall have a period of ten (10) days (or such longer period as RCTC may authorize in writing) after receipt of notice from RCTC to cure the Breach. b.RCTC may, by written notice of termination to the Consultant specifying the effective date thereof, terminate the whole or any part of this contract, in the case of a Breach that is not cured within the timeframe set forth in (a) above (“Uncured Breach”). c.If the contract is terminated in whole or in part for an Uncured Breach, RCTC may procure upon such terms and in such manner as RCTC may deem appropriate, supplies or services similar to those so terminated, or may complete the services with its own forces. The Consultant shall be liable to RCTC for any excess costs for such similar supplies or services, and for any other costs incurred by RCTC as a result of the Uncured Breach. The Consultant shall continue the performance of this contract to the extent not terminated under the provisions of this clause. d.Except with respect to defaults of Subconsultants, the Consultant shall not be liable for any excess costs if the failure to perform the contract arises out of causes beyond the control and without the fault or negligence of the Consultant. If the failure to perform is caused by the default of a Subconsultant, and if such default arises out of causes beyond the control of both the Consultant and the Subconsultant, and without the fault or negligence of either of them, the DR A F T 373 FTA Requirements- Page 9 Consultant shall not be liable for any excess costs for failure to perform, unless the supplies or services to be furnished by the Subconsultant were obtainable from other sources in sufficient time to permit the Consultant to meet the required project completion schedule. e.Payment for completed services or supplies delivered to and accepted by RCTC shall be at the contract price. RCTC may withhold from amounts otherwise due the Consultant for such completed services or supplies such sum as RCTC determines to be necessary to protect RCTC against loss because of outstanding liens of claims of former lien holders, or to reimburse RCTC for any other costs related to the Uncured Breach. f.If, after notice of termination of this contract for cause, it is determined for any reason that an Uncured Breach did not exist, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to the provisions for termination for convenience of RCTC. g. The rights and remedies of RCTC provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law, equity or under this contract including, but not limited to, the right to specific performance. h.Notwithstanding the above, RCTC may, without providing an opportunity to cure, terminate the contract in accordance with the timeframe set forth in Section 17 of the contract, if RCTC determines such action is in its best interest based on the nature of the Breach. Such actions shall not limit any of RCTC’s remedies set forth above. 16. Disputes a.Except as otherwise provided in this Agreement, any dispute concerning a question of fact arising under this Agreement which is not disposed of by supplemental agreement shall be decided by RCTC’s Deputy Executive Director, who shall reduce the decision to writing and mail or otherwise furnish a copy thereof to the Consultant. The decision of the RCTC Deputy Executive Director shall be final and conclusive unless, within thirty (30) days from the date of receipt of such copy, Consultant mails or otherwise furnishes to the RCTC Deputy Executive Director a written appeal addressed to RCTC's Executive Director. The decision of RCTC Executive Director or duly authorized representative for the determination of such appeals shall be final and conclusive. b.The provisions of this Paragraph shall not be pleaded in any suit involving a question of fact arising under this Agreement as limiting judicial review of any such decision to cases where fraud by such official or his representative or board is alleged, provided, however, that any such decision shall be final and conclusive unless the same is fraudulent or capricious or arbitrary or so grossly erroneous as necessarily to imply bad faith or is not supported by substantial evidence. In connection with any appeal proceeding under this Paragraph, the Consultant shall be afforded an opportunity to be heard and to offer evidence in support of its appeal. c.Pending final decision of a dispute hereunder, Consultant shall proceed diligently with the performance of this Agreement and in accordance with the decision of RCTC's Deputy DR A F T 374 FTA Requirements- Page 10 Executive Director. This "Disputes" clause does not preclude consideration of questions of law in connection with decisions provided for above. Nothing in this Agreement, however, shall be construed as making final the decision of any RCTC official or representative on a question of law, which questions shall be settled in accordance with the laws of the State of California. 17.Lobbying See the Byrd Anti-Lobbying Amendment, 31 U.S.C. 1352, as amended by the Lobbying Disclosure Act of 1995, P.L. 104-65 [to be codified at 2 U.S.C. § 1601, et seq.] - Consultants who apply or bid for an award of $100,000 or more shall file the certification required by 49 CFR part 20, "New Restrictions on Lobbying.” Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non-Federal funds with respect to that Federal contract, grant or award covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to the recipient. The Offeror shall complete and submit with its bid/proposal the attached Certification Regarding Lobbying, and if applicable, the Standard Form-LLL, “Disclosure Form to Report Lobbying.” 18. Energy Conservation The Consultant agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. 19. Clean Water a. The Consultant agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. The Consultant agrees to report each violation to RCTC and understands and agrees that RCTC will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. d.The Consultant further agrees that: (1)It will not use any violating facilities; (2)It will report the use of facilities placed on or likely to be placed on the U.S. EPA “List of Violating Facilities;” (3)It will report violations of use of prohibited facilities to FTA; and (4)It will comply with the inspection and other requirements of the Clean Air Act, as amended, (42 U.S.C. §§ 7401 – 7671q); and the Federal Water Pollution Control Act as amended, (33 U.S.C. §§ 1251-1387). The Consultant also agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FTA. DR A F T 375 FTA Requirements- Page 11 20. Clean Air a. The Consultant agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq. The Consultant agrees to report each violation to RCTC and understands and agrees that RCTC will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. b.The Consultant further agrees that: (1)It will not use any violating facilities; (2)It will report the use of facilities placed on or likely to be placed on the U.S. EPA “List of Violating Facilities;” (3)It will report violations of use of prohibited facilities to FTA; and (4)It will comply with the inspection and other requirements of the Clean Air Act, as amended, (42 U.S.C. §§ 7401 – 7671q); and the Federal Water Pollution Control Act as amended, (33 U.S.C. §§ 1251-1387). c. The Consultant also agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FTA. 21. Recycled Products Recovered Materials - The Consultant agrees to comply with all the requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the procurement of the items designated in Subpart B of 40 CFR Part 247. 21.SPECIAL PROVISION FOR PROMOTING COVID-19 SAFETY Section 49. Centers for Disease Control and Prevention Order on Requirements for Persons to Wear Masks While on Conveyances and at Transportation Hubs. (a) Compliance with CDC Mask Order. The Centers for Disease Control and Prevention (“CDC”) Order of January 29, 2021, titled Requirement for Persons to Wear Masks While on Conveyances and at Transportation Hubs (“CDC Mask Order”), applies to this Agreement. One of the objectives of the CDC Mask Order is “[m]aintaining a safe and operating transportation system.” Consultant agrees that it will comply, and will require all subconsultants to comply, with the CDC Mask Order. (b) Enforcement for non-compliance. Consultant agrees that FTA and RCTC may take enforcement action for non-compliance with the CDC Mask Order, including: (1) enforcement actions authorized by 49 U.S.C. § 5329(g); (2) referring Consultant to the CDC or other Federal authority for enforcement action; (3) enforcement actions authorized by 2 CFR §§ 200.339 – .340; and (4) any other enforcement action authorized by Federal law or regulation. DR A F T 376 FTA Requirements- Page 12 22.Safe Operation of Motor Vehicles Pursuant to Federal Executive Order No. 13043, “Increasing Seat Belt Use in the United States,” April 16, 1997, 23 U.S.C. Section 402 note, FTA encourages each third party consultant to adopt and promote on-the-job seat belt use policies and programs for its employees and other personnel that operate company owned, rented, or personally operated vehicles, and to include this provision in each third party subcontract involving the project. a. The Consultant is encouraged to adopt and promote on-the-job seat belt use policies and programs for its employees and other personnel that operate company-owned vehicles, company-rented vehicles, or personally operated vehicles. The terms “company-owned” and “company-leased” refer to vehicles owned or leased either by the Consultant or RCTC. . The Consultant agrees to adopt and enforce workplace safety policies to decrease crashes caused by distracted drivers, including policies to ban text messaging while using an electronic device supplied by an employer, and driving a vehicle the driver owns or rents, a vehicle Contactor owns, leases, or rents, or a privately-owned vehicle when on official business in connection with the work performed under this contract. DR A F T 377 17336.00600\33928482.2 Exhibit E-1 EXHIBIT "E" CERTIFICATE OF CONSULTANT I HEREBY CERTIFY that I am the _______________________ and duly authorized representative of the firm of _____________________________________ whose address is ____________________________________________________, and that, except as hereby expressly stated, neither I nor the above firm that I represent have: (a)employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration, any firm or person (other than a bona fide employee working solely for me or the above consultant) to solicit or secure this agreement; nor (b)agreed, as an express or implied condition for obtaining this Agreement, to employ or retain the services of any firm or person in connection with carrying out the agreement; nor (c)paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely for me or the above consultant) any fee, contribution, donation, or consideration of any kind for, or in connection with, procuring or carrying out this agreement. I acknowledge that this Certificate is to be made available to the California Department of Transportation (Caltrans) in connection with this agreement involving participation of Federal-aid Highway funds, and is subject to applicable State and Federal laws, both criminal and civil. By: ____________________________ Signature ____________________________ Name ____________________________ Title ____________________________ DR A F T 378 17336.00600\33928482.2 Exhibit F-1 EXHIBIT “F” LOBBYING ACTIVITIES DISCLOSURE DR A F T 379 Local Assistance Procedures Manual EXHBIT 10-Q Disclosure of Lobbying Activities Page 1 LPP 13-01 May 8, 2013 EXHIBIT 10-Q DISCLOSURE OF LOBBYING ACTIVITIES COMPLETE THIS FORM TO DISCLOSE LOBBYING ACTIVITIES PURSUANT TO 31 U.S.C. 1352 1. Type of Federal Action: 2. Status of Federal Action: 3. Report Type: a. contract a. bid/offer/application a. initial b. grant b. initial award b. material change c. cooperative agreement c. post-award d. loan For Material Change Only: e. loan guarantee year ____ quarter _________ f. loan insurance date of last report __________ 4. Name and Address of Reporting Entity 5. If Reporting Entity in No. 4 is Subawardee, Enter Name and Address of Prime: Prime Subawardee Tier _______ , if known Congressional District, if known Congressional District, if known 6. Federal Department/Agency:7. Federal Program Name/Description: CFDA Number, if applicable ____________________ 8.Federal Action Number, if known:9.Award Amount, if known: 10.Name and Address of Lobby Entity 11.Individuals Performing Services (If individual, last name, first name, MI) (including address if different from No. 10) (last name, first name, MI) (attach Continuation Sheet(s) if necessary) 12.Amount of Payment (check all that apply)14.Type of Payment (check all that apply) $ _____________ actual planned a. retainer b. one-time fee 13.Form of Payment (check all that apply):c. commission a. cash d. contingent fee b. in-kind; specify: nature _______________e deferred Value _____________ f. other, specify _________________________ 15.Brief Description of Services Performed or to be performed and Date(s) of Service, including officer(s), employee(s), or member(s) contacted, for Payment Indicated in Item 12: (attach Continuation Sheet(s) if necessary) 16.Continuation Sheet(s) attached: Yes No 17.Information requested through this form is authorized by Title 31 U.S.C. Section 1352. This disclosure of lobbying reliance was placed by the tier above when his transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be reported to Congress semiannually and will be available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Signature: ________________________________________ Print Name: _______________________________________ Title: ____________________________________________ Telephone No.: ____________________ Date: ___________ Authorized for Local Reproduction Federal Use Only: Standard Form - LLL Standard Form LLL Rev. 04-28-06 Distribution: Orig- Local Agency Project Files APPENDIX L - 1 DR A F T 380 Local Assistance Procedures Manual EXHBIT 10-Q Disclosure of Lobbying Activities Page 1 LPP 13-01 May 8, 2013 EXHIBIT 10-Q DISCLOSURE OF LOBBYING ACTIVITIES COMPLETE THIS FORM TO DISCLOSE LOBBYING ACTIVITIES PURSUANT TO 31 U.S.C. 1352 1.Type of Federal Action:2.Status of Federal Action:3.Report Type: a. contract a. bid/offer/application a. initial b. grant b. initial award b. material change c. cooperative agreement c. post-award d. loan For Material Change Only: e. loan guarantee year ____ quarter _________ f. loan insurance date of last report __________ 4.Name and Address of Reporting Entity 5.If Reporting Entity in No. 4 is Subawardee, Enter Name and Address of Prime: Prime Subawardee Tier _______ , if known Congressional District, if known Congressional District, if known 6.Federal Department/Agency:7.Federal Program Name/Description: CFDA Number, if applicable ____________________ 8.Federal Action Number, if known:9.Award Amount, if known: 10.Name and Address of Lobby Entity 11.Individuals Performing Services (If individual, last name, first name, MI) (including address if different from No. 10) (last name, first name, MI) (attach Continuation Sheet(s) if necessary) 12.Amount of Payment (check all that apply)14.Type of Payment (check all that apply) $ _____________ actual planned a. retainer b. one-time fee 13.Form of Payment (check all that apply):c. commission a. cash d. contingent fee b. in-kind; specify: nature _______________ e deferred Value _____________ f. other, specify _________________________ 15.Brief Description of Services Performed or to be performed and Date(s) of Service, including officer(s), employee(s), or member(s) contacted, for Payment Indicated in Item 12: (attach Continuation Sheet(s) if necessary) 16.Continuation Sheet(s) attached: Yes No 17.Information requested through this form is authorized by Title 31 U.S.C. Section 1352. This disclosure of lobbying reliance was placed by the tier above when his transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be reported to Congress semiannually and will be available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Signature: ________________________________________ Print Name: _______________________________________ Title: ____________________________________________ _____________ Authorized for Local Reproduction Federal Use Only: Standard Form - LLL Standard Form LLL Rev. 04-28-06 Distribution: Orig- Local Agency Project Files APPENDIX L - 1 5)*4'03.*4/05"11-*$"#-&50"3&--"/0"440$*"5&4 9 *HQRYHYD/$UHOODQR 3ULQFLSDO Telephone No.: _______ Date: __________ _____________________________________________________________________________________________________________ *HQRYHYD ////////////////////////////$UHOODQR Y DR A F T 381 Local Assistance Procedures Manual EXHBIT 10-Q Disclosure of Lobbying Activities Page 1 LPP 13-01 May 8, 2013 EXHIBIT 10-Q DISCLOSURE OF LOBBYING ACTIVITIES COMPLETE THIS FORM TO DISCLOSE LOBBYING ACTIVITIES PURSUANT TO 31 U.S.C. 1352 1.Type of Federal Action:2.Status of Federal Action:3.Report Type: a. contract a. bid/offer/application a. initial b. grant b. initial award b. material change c. cooperative agreement c. post-award d. loan For Material Change Only: e. loan guarantee year ____ quarter _________ f. loan insurance date of last report __________ 4.Name and Address of Reporting Entity 5.If Reporting Entity in No. 4 is Subawardee, Enter Name and Address of Prime: Prime Subawardee Tier _______ , if known Congressional District, if known Congressional District, if known 6.Federal Department/Agency:7.Federal Program Name/Description: CFDA Number, if applicable ____________________ 8.Federal Action Number, if known:9.Award Amount, if known: 10.Name and Address of Lobby Entity 11.Individuals Performing Services (If individual, last name, first name, MI) (including address if different from No. 10) (last name, first name, MI) (attach Continuation Sheet(s) if necessary) 12.Amount of Payment (check all that apply)14.Type of Payment (check all that apply) $ _____________ actual planned a. retainer b. one-time fee 13.Form of Payment (check all that apply):c. commission a. cash d. contingent fee b. in-kind; specify: nature _______________e deferred Value _____________ f. other, specify _________________________ 15.Brief Description of Services Performed or to be performed and Date(s) of Service, including officer(s), employee(s), or member(s) contacted, for Payment Indicated in Item 12: (attach Continuation Sheet(s) if necessary) 16.Continuation Sheet(s) attached: Yes No 17.Information requested through this form is authorized by Title 31 U.S.C. Section 1352. This disclosure of lobbying reliance was placed by the tier above when his transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be reported to Congress semiannually and will be available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Signature: ________________________________________ Print Name: _______________________________________ Title: ____________________________________________ Telephone No.: ____________________ Date: ___________ Authorized for Local Reproduction Federal Use Only: Standard Form - LLL Standard Form LLL Rev. 04-28-06 Distribution: Orig- Local Agency Project Files APPENDIX L - 1 STV Incorporated 9130 Anaheim Place, Suite 210 Rancho Cucamonga, CA 91730 X N/A Karen Star President, Epic Land Solutions, Inc. (951) 321-1834 5/24/2021 DR A F T 382 Local Assistance Procedures Manual EXHBIT 10-Q Disclosure of Lobbying Activities Page 1 LPP 13-01 May 8, 2013 EXHIBIT 10-Q DISCLOSURE OF LOBBYING ACTIVITIES COMPLETE THIS FORM TO DISCLOSE LOBBYING ACTIVITIES PURSUANT TO 31 U.S.C. 1352 1.Type of Federal Action:2.Status of Federal Action:3.Report Type: a. contract a. bid/offer/application a. initial b. grant b. initial award b. material change c. cooperative agreement c. post-award d. loan For Material Change Only: e. loan guarantee year ____ quarter _________ f. loan insurance date of last report __________ 4.Name and Address of Reporting Entity 5.If Reporting Entity in No. 4 is Subawardee, Enter Name and Address of Prime: Prime Subawardee Tier _______ , if known Congressional District, if known Congressional District, if known 6.Federal Department/Agency:7.Federal Program Name/Description: CFDA Number, if applicable ____________________ 8.Federal Action Number, if known:9.Award Amount, if known: 10.Name and Address of Lobby Entity 11.Individuals Performing Services (If individual, last name, first name, MI) (including address if different from No. 10) (last name, first name, MI) (attach Continuation Sheet(s) if necessary) 12.Amount of Payment (check all that apply)14.Type of Payment (check all that apply) $ _____________ actual planned a. retainer b. one-time fee 13.Form of Payment (check all that apply):c. commission a. cash d. contingent fee b. in-kind; specify: nature _______________e deferred Value _____________ f. other, specify _________________________ 15.Brief Description of Services Performed or to be performed and Date(s) of Service, including officer(s), employee(s), or member(s) contacted, for Payment Indicated in Item 12: (attach Continuation Sheet(s) if necessary) 16.Continuation Sheet(s) attached: Yes No 17.Information requested through this form is authorized by Title 31 U.S.C. Section 1352. This disclosure of lobbying reliance was placed by the tier above when his transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be reported to Congress semiannually and will be available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Signature: ________________________________________ Print Name: _______________________________________ Title: ____________________________________________ Telephone No.: ____________________ Date: ___________ Authorized for Local Reproduction Federal Use Only: Standard Form - LLL Standard Form LLL Rev. 04-28-06 Distribution: Orig- Local Agency Project Files APPENDIX L - 1 STV Incorporated 9130 Anaheim Place, Suite 210 Rancho Cucamonga, CA 91730 X N/A Jason Pack Principal 949.308.6300 6/17/2021 DR A F T 383 DR A F T 384 Local Assistance Procedures Manual - NOT APPLICABLE - EXHBIT 10-Q Disclosure of Lobbying Activities EXHIBIT 1O-Q DISCLOSURE OF LOBBYING ACTIVITIES COMPLETE THIS FORM TO DISCLOSE LOBBYING ACTIVITIES PURSUANT TO 31 U.S.C. 1352 1. Type of Federal Action: a.contract b.grant c.cooperative agreement d.loan e.loan guarantee f.loan insurance 2. Status of Federal Action: a.bid/offer/application b.initial award c.post-award 3. Report Type: a.initial b. material change For Material Change Only: year quarter date of last report 5. If Reporting Entity in No. 4 is Subawardee, Enter Name and Address of Prime: STV Incorporated 9130 Anaheim Place, Suite 210 Rancho Cucamonga, CA 91730 Congressional District, if known 7. Federal Program Name/Description: CFDA Number, if applicable 9. Award Amount, if known: 11. Individuals Performing Services (including address if different from No. 10) (last name, first name, MI) 4. Name and Address of Reporting Entity Prime 7x Subawardee Tier if known Congressional District, if known 6. Federal Department/Agency: 8. Federal Action Number, if known: 10. Name and Address of Lobby Entity (If individual, last name, first name. MI) (attach Continuation Sheet(s) if necessary) Amount of Payment (check all that apply) 14. Type of Payment (check all that apply) S actual planned a. retainer b. one-time fee Form of Payment (check all that apply): c. commission H a. cash d. contingent fee b. in-kind; specify: nature e deferred Value f. other, specify Brief Description of Services Performed or to be performed and Date(s) of Service, including officer(s), employee(s), or member(s) contacted, for Payment Indicated in Item 12: (attach Continuation Sheet(s) if necessary) 16.Continuation Sheet(s) attached: Yes 4Name. 17.Information requested through this form is authorized by Title 31 U.S.C. Section 1352. This disclosure oflobbyingreliance Si was placed by the tier above when his transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. Pri 1352. This information will be reported to Congress semiannually and will be available for public inspection. Any Title: President/CEO person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Telephone No.: 626.820.1137 XI 101 Date: 6/17/2021 Authorized for Local Reproduction Federal Use Only: Standard Form - LLL Standard Form LLL Rev. 04-28-06 Distribution: Orig- Local Agency Project Files 12. 13. 15. Page 1 LPP 13-01 APPENDIX L - 1 May 8, 2013 DR A F T 385 Local Assistance Procedures Manual EXHBIT 10-Q Disclosure of Lobbying Activities Page 1 LPP 13-01 May 8, 2013 EXHIBIT 10-Q DISCLOSURE OF LOBBYING ACTIVITIES COMPLETE THIS FORM TO DISCLOSE LOBBYING ACTIVITIES PURSUANT TO 31 U.S.C. 1352 1.Type of Federal Action:2.Status of Federal Action:3.Report Type: a. contract a. bid/offer/application a. initial b. grant b. initial award b. material change c. cooperative agreement c. post-award d. loan For Material Change Only: e. loan guarantee year ____ quarter _________ f. loan insurance date of last report __________ 4.Name and Address of Reporting Entity 5.If Reporting Entity in No. 4 is Subawardee, Enter Name and Address of Prime: Prime Subawardee Tier _______ , if known Congressional District, if known Congressional District, if known 6.Federal Department/Agency:7.Federal Program Name/Description: CFDA Number, if applicable ____________________ 8.Federal Action Number, if known:9.Award Amount, if known: 10.Name and Address of Lobby Entity 11.Individuals Performing Services (If individual, last name, first name, MI) (including address if different from No. 10) (last name, first name, MI) (attach Continuation Sheet(s) if necessary) 12.Amount of Payment (check all that apply)14.Type of Payment (check all that apply) $ _____________ actual planned a. retainer b. one-time fee 13.Form of Payment (check all that apply):c. commission a. cash d. contingent fee b. in-kind; specify: nature _______________e deferred Value _____________ f. other, specify _________________________ 15.Brief Description of Services Performed or to be performed and Date(s) of Service, including officer(s), employee(s), or member(s) contacted, for Payment Indicated in Item 12: (attach Continuation Sheet(s) if necessary) 16.Continuation Sheet(s) attached: Yes No 17.Information requested through this form is authorized by Title 31 U.S.C. Section 1352. This disclosure of lobbying reliance was placed by the tier above when his transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be reported to Congress semiannually and will be available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Signature: ________________________________________ Print Name: _______________________________________ Title: ____________________________________________ Telephone No.: ____________________ Date: ___________ Authorized for Local Reproduction Federal Use Only: Standard Form - LLL Standard Form LLL Rev. 04-28-06 Distribution: Orig- Local Agency Project Files APPENDIX L - 1 N/A N/A N/A N/A N/A N/A N/AN/A N/A X Kris R. Lutton, PG Senior Vice President (949) 681-4203 05/24/2021 N/A DR A F T 386 Local Assistance Procedures Manual EXHBIT 10-Q Disclosure of Lobbying Activities Page 1 LPP 13-01 May 8, 2013 EXHIBIT 10-Q DISCLOSURE OF LOBBYING ACTIVITIES COMPLETE THIS FORM TO DISCLOSE LOBBYING ACTIVITIES PURSUANT TO 31 U.S.C. 1352 1.Type of Federal Action:2.Status of Federal Action:3.Report Type: a. contract a. bid/offer/application a. initial b. grant b. initial award b. material change c. cooperative agreement c. post-award d. loan For Material Change Only: e. loan guarantee year ____ quarter _________ f. loan insurance date of last report __________ 4.Name and Address of Reporting Entity 5.If Reporting Entity in No. 4 is Subawardee, Enter Name and Address of Prime: Prime Subawardee Tier _______ , if known Congressional District, if known Congressional District, if known 6.Federal Department/Agency:7.Federal Program Name/Description: CFDA Number, if applicable ____________________ 8.Federal Action Number, if known:9.Award Amount, if known: 10.Name and Address of Lobby Entity 11.Individuals Performing Services (If individual, last name, first name, MI) (including address if different from No. 10) (last name, first name, MI) (attach Continuation Sheet(s) if necessary) 12.Amount of Payment (check all that apply)14.Type of Payment (check all that apply) $ _____________ actual planned a. retainer b. one-time fee 13.Form of Payment (check all that apply):c. commission a. cash d. contingent fee b. in-kind; specify: nature _______________e deferred Value _____________ f. other, specify _________________________ 15.Brief Description of Services Performed or to be performed and Date(s) of Service, including officer(s), employee(s), or member(s) contacted, for Payment Indicated in Item 12: (attach Continuation Sheet(s) if necessary) 16.Continuation Sheet(s) attached: Yes No 17.Information requested through this form is authorized by Title 31 U.S.C. Section 1352. This disclosure of lobbying reliance was placed by the tier above when his transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be reported to Congress semiannually and will be available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Signature: ________________________________________ Print Name: _______________________________________ Title: ____________________________________________ Telephone No.: ____________________ Date: ___________ Authorized for Local Reproduction Federal Use Only: Standard Form - LLL Standard Form LLL Rev. 04-28-06 Distribution: Orig- Local Agency Project Files APPENDIX L - 1 STV Incorporated 9130 Anaheim Place, Suite 210 Rancho Cucamonga, CA 91730 X N/A N/A N/A Mike Trotta Chief Executive Officer (949) 553-0666 5/24/2021 DR A F T 387 Local Assistance Procedures Manual EXHBIT 10-Q Disclosure of Lobbying Activities Page 1 LPP 13-01 May 8, 2013 EXHIBIT 10-Q DISCLOSURE OF LOBBYING ACTIVITIES COMPLETE THIS FORM TO DISCLOSE LOBBYING ACTIVITIES PURSUANT TO 31 U.S.C. 1352 1. Type of Federal Action: 2. Status of Federal Action: 3. Report Type: a. contract a. bid/offer/application a. initial b. grant b. initial award b. material change c. cooperative agreement c. post-award d. loan For Material Change Only: e. loan guarantee year ____ quarter _________ f. loan insurance date of last report __________ 4. Name and Address of Reporting Entity 5. If Reporting Entity in No. 4 is Subawardee, Enter Name and Address of Prime: Prime Subawardee Tier _______ , if known Congressional District, if known Congressional District, if known 6. Federal Department/Agency: 7. Federal Program Name/Description: CFDA Number, if applicable ____________________ 8. Federal Action Number, if known: 9. Award Amount, if known: 10. Name and Address of Lobby Entity 11. Individuals Performing Services (If individual, last name, first name, MI) (including address if different from No. 10) (last name, first name, MI) (attach Continuation Sheet(s) if necessary) 12. Amount of Payment (check all that apply) 14. Type of Payment (check all that apply) $ _____________ actual planned a. retainer b. one-time fee 13. Form of Payment (check all that apply): c. commission a. cash d. contingent fee b. in-kind; specify: nature _______________ e deferred Value _____________ f. other, specify _________________________ 15. Brief Description of Services Performed or to be performed and Date(s) of Service, including officer(s), employee(s), or member(s) contacted, for Payment Indicated in Item 12: (attach Continuation Sheet(s) if necessary) 16. Continuation Sheet(s) attached: Yes No 17. Information requested through this form is authorized by Title 31 U.S.C. Section 1352. This disclosure of lobbying reliance was placed by the tier above when his transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be reported to Congress semiannually and will be available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Signature: ________________________________________ Print Name: _______________________________________ Title: ____________________________________________ Telephone No.: ____________________ Date: ___________ Authorized for Local Reproduction Federal Use Only: Standard Form - LLL Standard Form LLL Rev. 04-28-06 Distribution: Orig- Local Agency Project Files APPENDIX L - 1 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/AN/A N/A N/A X N/A Jennifer A. Purcell, PE President / CEO 951-784-4630 5/17/21 DR A F T 388 Local Assistance Procedures Manual EXHBIT 10-Q Disclosure of Lobbying Activities Page 1 LPP 13-01 May 8, 2013 EXHIBIT 10-Q DISCLOSURE OF LOBBYING ACTIVITIES COMPLETE THIS FORM TO DISCLOSE LOBBYING ACTIVITIES PURSUANT TO 31 U.S.C. 1352 1.Type of Federal Action:2.Status of Federal Action:3.Report Type: a. contract a. bid/offer/application a. initial b. grant b. initial award b. material change c. cooperative agreement c. post-award d. loan For Material Change Only: e. loan guarantee year ____ quarter _________ f. loan insurance date of last report __________ 4.Name and Address of Reporting Entity 5.If Reporting Entity in No. 4 is Subawardee, Enter Name and Address of Prime: Prime Subawardee Tier _______ , if known Congressional District, if known Congressional District, if known 6.Federal Department/Agency:7.Federal Program Name/Description: CFDA Number, if applicable ____________________ 8.Federal Action Number, if known:9.Award Amount, if known: 10.Name and Address of Lobby Entity 11.Individuals Performing Services (If individual, last name, first name, MI) (including address if different from No. 10) (last name, first name, MI) (attach Continuation Sheet(s) if necessary) 12.Amount of Payment (check all that apply)14.Type of Payment (check all that apply) $ _____________ actual planned a. retainer b. one-time fee 13.Form of Payment (check all that apply):c. commission a. cash d. contingent fee b. in-kind; specify: nature _______________ e deferred Value _____________ f. other, specify _________________________ 15.Brief Description of Services Performed or to be performed and Date(s) of Service, including officer(s), employee(s), or member(s) contacted, for Payment Indicated in Item 12: (attach Continuation Sheet(s) if necessary) 16.Continuation Sheet(s) attached: Yes No 17.Information requested through this form is authorized by Title 31 U.S.C. Section 1352. This disclosure of lobbying reliance was placed by the tier above when his transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be reported to Congress semiannually and will be available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Signature: ________________________________________ Print Name: _______________________________________ Title: ____________________________________________ Telephone No.: ____________________ Date: ___________ Authorized for Local Reproduction Federal Use Only: Standard Form - LLL Standard Form LLL Rev. 04-28-06 Distribution: Orig- Local Agency Project Files APPENDIX L - 1 ; 3KLO/HRQJ3( 3UHVLGHQW 127$33/,&$%/( _________________________________________________________________________________________________________________________ _____________________________________________________________KLOOOOO /////////////////HRHRHRHRHRHRHRRHRHRHRHRRHRRHRHRRRRRHHQJQJQJQJQJQJQJQJQJQJQJQJQJQJQJQQJQJQJQQQQ3(3(3(3(3(3(3(3(3(3(3(3((3(3(333( 5/20/2021 DR A F T 389 Local Assistance Procedures Manual EXHBIT 10-Q Disclosure of Lobbying Activities Page 1 LPP 13-01 May 8, 2013 EXHIBIT 10-Q DISCLOSURE OF LOBBYING ACTIVITIES COMPLETE THIS FORM TO DISCLOSE LOBBYING ACTIVITIES PURSUANT TO 31 U.S.C. 1352 1.Type of Federal Action:2.Status of Federal Action:3.Report Type: a. contract a. bid/offer/application a. initial b. grant b. initial award b. material change c. cooperative agreement c. post-award d. loan For Material Change Only: e. loan guarantee year ____ quarter _________ f. loan insurance date of last report __________ 4.Name and Address of Reporting Entity 5.If Reporting Entity in No. 4 is Subawardee, Enter Name and Address of Prime: Prime Subawardee Tier _______ , if known Congressional District, if known Congressional District, if known 6.Federal Department/Agency:7.Federal Program Name/Description: CFDA Number, if applicable ____________________ 8.Federal Action Number, if known:9.Award Amount, if known: 10.Name and Address of Lobby Entity 11.Individuals Performing Services (If individual, last name, first name, MI) (including address if different from No. 10) (last name, first name, MI) (attach Continuation Sheet(s) if necessary) 12.Amount of Payment (check all that apply)14.Type of Payment (check all that apply) $ _____________ actual planned a. retainer b. one-time fee 13.Form of Payment (check all that apply):c. commission a. cash d. contingent fee b. in-kind; specify: nature _______________e deferred Value _____________ f. other, specify _________________________ 15.Brief Description of Services Performed or to be performed and Date(s) of Service, including officer(s), employee(s), or member(s) contacted, for Payment Indicated in Item 12: (attach Continuation Sheet(s) if necessary) 16.Continuation Sheet(s) attached: Yes No 17.Information requested through this form is authorized by Title 31 U.S.C. Section 1352. This disclosure of lobbying reliance was placed by the tier above when his transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be reported to Congress semiannually and will be available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Signature: ________________________________________ Print Name: _______________________________________ Title: ____________________________________________ Telephone No.: ____________________ Date: ___________ Authorized for Local Reproduction Federal Use Only: Standard Form - LLL Standard Form LLL Rev. 04-28-06 Distribution: Orig- Local Agency Project Files APPENDIX L - 1 STV Incorporated 9130 Anaheim Place, Suite 210 Rancho Cucamonga, CA 91730 X Joseph Stoddard Principal 626.403.5870 5/24/21 N/A N/A SKA Design has had no lobbying activities. DR A F T 390 Local Assistance Procedures Manual EXHBIT 10-Q Disclosure of Lobbying Activities Page 1 LPP 13-01 May 8, 2013 EXHIBIT 10-Q DISCLOSURE OF LOBBYING ACTIVITIES COMPLETE THIS FORM TO DISCLOSE LOBBYING ACTIVITIES PURSUANT TO 31 U.S.C. 1352 1.Type of Federal Action:2.Status of Federal Action:3.Report Type: a. contract a. bid/offer/application a. initial b. grant b. initial award b. material change c. cooperative agreement c. post-award d. loan For Material Change Only: e. loan guarantee year ____ quarter _________ f. loan insurance date of last report __________ 4.Name and Address of Reporting Entity 5.If Reporting Entity in No. 4 is Subawardee, Enter Name and Address of Prime: Prime Subawardee Tier _______ , if known Congressional District, if known Congressional District, if known 6.Federal Department/Agency:7.Federal Program Name/Description: CFDA Number, if applicable ____________________ 8.Federal Action Number, if known:9.Award Amount, if known: 10.Name and Address of Lobby Entity 11.Individuals Performing Services (If individual, last name, first name, MI) (including address if different from No. 10) (last name, first name, MI) (attach Continuation Sheet(s) if necessary) 12.Amount of Payment (check all that apply)14.Type of Payment (check all that apply) $ _____________ actual planned a. retainer b. one-time fee 13.Form of Payment (check all that apply):c. commission a. cash d. contingent fee b. in-kind; specify: nature _______________e deferred Value _____________ f. other, specify _________________________ 15.Brief Description of Services Performed or to be performed and Date(s) of Service, including officer(s), employee(s), or member(s) contacted, for Payment Indicated in Item 12: (attach Continuation Sheet(s) if necessary) 16.Continuation Sheet(s) attached: Yes No 17.Information requested through this form is authorized by Title 31 U.S.C. Section 1352. This disclosure of lobbying reliance was placed by the tier above when his transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be reported to Congress semiannually and will be available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Signature: ________________________________________ Print Name: _______________________________________ Title: ____________________________________________ Telephone No.: ____________________ Date: ___________ Authorized for Local Reproduction Federal Use Only: Standard Form - LLL Standard Form LLL Rev. 04-28-06 Distribution: Orig- Local Agency Project Files APPENDIX L - 1 STV Incorporated 9130 Anaheim Place, Suite 210 Rancho Cucamonga, CA 91730 X N/A N/A N/A Arturo Silva Chief Operations Officer N/A N/A N/A N/A N/A N/A 714-521-5393 6-7-2021 DR A F T 391 Local Assistance Procedures Manual EXHBIT 10-Q Disclosure of Lobbying Activities Page 1 LPP 13-01 May 8, 2013 EXHIBIT 10-Q DISCLOSURE OF LOBBYING ACTIVITIES COMPLETE THIS FORM TO DISCLOSE LOBBYING ACTIVITIES PURSUANT TO 31 U.S.C. 1352 1.Type of Federal Action:2.Status of Federal Action:3.Report Type: a. contract a. bid/offer/application a. initial b. grant b. initial award b. material change c. cooperative agreement c. post-award d. loan For Material Change Only: e. loan guarantee year ____ quarter _________ f. loan insurance date of last report __________ 4.Name and Address of Reporting Entity 5.If Reporting Entity in No. 4 is Subawardee, Enter Name and Address of Prime: Prime Subawardee Tier _______ , if known Congressional District, if known Congressional District, if known 6.Federal Department/Agency:7.Federal Program Name/Description: CFDA Number, if applicable ____________________ 8.Federal Action Number, if known:9.Award Amount, if known: 10.Name and Address of Lobby Entity 11.Individuals Performing Services (If individual, last name, first name, MI) (including address if different from No. 10) (last name, first name, MI) (attach Continuation Sheet(s) if necessary) 12.Amount of Payment (check all that apply)14.Type of Payment (check all that apply) $ _____________ actual planned a. retainer b. one-time fee 13.Form of Payment (check all that apply):c. commission a. cash d. contingent fee b. in-kind; specify: nature _______________e deferred Value _____________ f. other, specify _________________________ 15.Brief Description of Services Performed or to be performed and Date(s) of Service, including officer(s), employee(s), or member(s) contacted, for Payment Indicated in Item 12: (attach Continuation Sheet(s) if necessary) 16.Continuation Sheet(s) attached: Yes No 17.Information requested through this form is authorized by Title 31 U.S.C. Section 1352. This disclosure of lobbying reliance was placed by the tier above when his transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be reported to Congress semiannually and will be available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Signature: ________________________________________ Print Name: _______________________________________ Title: ____________________________________________ Telephone No.: ____________________ Date: ___________ Authorized for Local Reproduction Federal Use Only: Standard Form - LLL Standard Form LLL Rev. 04-28-06 Distribution: Orig- Local Agency Project Files APPENDIX L - 1 STV Incorporated 9130 Anaheim Place, Suite 210 Rancho Cucamonga, CA 91730 X Deon Bender, PE Managing Principal 5/24/2021213.488.4911 XDR A F T 392 AGENDA ITEM 6E Agenda Item 6E RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: October 13, 2021 TO: Riverside County Transportation Commission FROM: Western Riverside County Programs and Projects Committee Martha Masters, Senior Management Analyst Jenny Chan, Planning and Programming Manager THROUGH: Anne Mayer, Executive Director SUBJECT: City of Lake Elsinore Request for Additional Funds for Construction of Interstate 15/Main Street Interchange Improvement Project WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Approve additional programming of $2,463,000 of 2009 Measure A Western County Regional Arterial (MARA) funds for the city of Lake Elsinore’s (Lake Elsinore) Interstate 15 (I-15)/Main Street Interchange Improvement Project (Main Street IC); 2) Approve Agreement No. 20-72-089-01, Amendment No. 1 to Agreement No. 20-72-089-00, between the Commission and Lake Elsinore for the additional programming of $2,463,000 of MARA for the construction phase of Main Street IC and a total amount not to exceed $7,946,000; 3) Approve an adjustment to the Fiscal Year (FY) 2021/22 budget to increase construction expenditures in the amount of $2,463,000; and 4) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement. BACKGROUND INFORMATION: At the March 11, 2020 Commission meeting, staff recommended award of a construction contract for the I-15/Railroad Canyon Road Interchange Project (Railroad Canyon IC), which the Commission is constructing on behalf of Lake Elsinore. The construction contract came in more than $7 million under the engineer’s estimate. As a result, Commissioner Magee (Lake Elsinore) requested that Railroad Canyon IC cost savings be applied to Lake Elsinore’s Main Street IC. As shown on the location map to Attachment 2, the project is located along I-15 between Central Avenue/State Route 74 to the north and Railroad Canyon Road to the south. The Main Street IC improvements include: widening Main Street from 2 to 4 lanes, ramp metering, improvements to north- and south-bound on and off ramps, and installation of traffic signals at the ramp intersections. The interchange is currently a diamond configuration and the proposed 393 Agenda Item 6E signalization and ramp widening will extend the life of the interchange. Lake Elsinore and Caltrans are partnering on the project. The project received an environmental Categorical Exemption determination, signed on March 2, 2018. Caltrans approved an encroachment permit on May 31, 2019 and is making a $476,000 funding contribution. Lake Elsinore completed construction of improvements to Camino Del Norte and completed design for the improved Main Street IC. The nexus between using savings from the Railroad Canyon IC on the Main Street IC was to provide a safe detour and access point to I-15 during Railroad Canyon IC construction (currently underway) and to continue the Railroad Canyon/new Franklin Interchange Project into Phase 2 whereby the Main Street IC is the first component. At the June 10, 2020 Commission meeting, $5,483,000 of 2009 MARA funds were approved for the Lake Elsinore’s Main Street IC, as the city had a funding gap based on the available funding and engineer’s estimate. DISCUSSION: The Main Street IC construction phase advertisement closed on September 9, 2021. All three bids came in higher than the engineer’s estimate. An analysis of the bids indicate that the costs for items such as temporary railing and silt fencing have increased, in addition to structural excavations, aggregate base, structural concrete, shotcrete, and signals which have increased dramatically. With the low bid, the total cost of construction has increased to $10.12 million, including construction management and post-design services. Lake Elsinore was able to identify an additional $1.7 million of local funds to narrow the funding gap and is still in need of $2.463 million. Improving the Main Street interchange will improve congestion and compliment Railroad Canyon IC. Since the Main Street IC is ready for construction, staff assessed the availability of state and local funds and determined that the Main Street IC is eligible for additional MARA funds. Staff recommends approval of programming an additional $2,463,000 of MARA funds for construction of the Main Street IC, as funds are available. Further, programming MARA funds provides expediency to maintain the project schedule. FISCAL IMPACT: The FY 2021/22 budget includes $2,741,500 for construction cost reimbursements to Lake Elsinore. Due to the increased construction costs, staff recommends a FY 2021/22 budget adjustment of $2,463,000 to increase construction expenditures. 394 Agenda Item 6E Financial Information In Fiscal Year Budget: No Year: FY 2021/22 Amount: $2,463,000 Source of Funds: 2009 Measure A Western County Regional Arterial Budget Adjustment: Yes GL/Project Accounting No.: 005210 81301 00000 0000 266 72 81301 Fiscal Procedures Approved: Date: 09/17/2021 Attachments: 1) Lake Elsinore request letter dated September 14, 2021 2) Project location map 3) Draft agreement Approved by the Western Riverside County Programs and Projects Committee on September 27, 2021 In Favor: 10 Abstain: 0 No: 0 395 ATTACHMENT 1 396 397 ATTACHMENT 2 398 17336.02600\34359368.1 Agreement No. 20-72-089-01 AMENDMENT NO. 1 TO AGREEMENT FOR THE FUNDING OF MEASURE A REGIONAL ARTERIAL IMPROVEMENTS WITH THE CITY OF LAKE ELSINORE 1.PARTIES AND DATE This Amendment No. 1 to the Agreement for the Funding of Measure A Regional Arterial ("MARA") Improvements is made and entered into this ______ day of ___________, 2021, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION (“Commission”) and the CITY OF LAKE ELSINORE ("City"). 2.RECITALS 2.1 The Commission and the City have entered into an agreement, dated June 11, 2020 (the “Master Agreement”), to distribute MARA funds to the City for the construction of the Interstate 15 Main Street Interchange Improvement Project (the “Project”). 2.2 The Master Agreement provided for distribution of MARA Funds in the not to exceed sum of Five Million, Four Hundred Eighty-Three Thousand Dollars ($5,483,000) for construction of the Project, and for a contribution of Four Hundred Seventy-Six Thousand Dollars ($476,000). 2.3 Construction bids for the Project exceeded the estimated costs, and the City has requested additional MARA funds in an amount not to exceed Two Million, Five Hundred Thousand Dollars ($2,463,000). 2.4 The City has agreed to provide for an additional local contribution of One Million, Seven Hundred Thousand Dollars ($1,700,000). 2.5 The parties now desire to amend the Master Agreement in order to increase the Funding Amount, as set forth in the Master Agreement, and to update the funding allocations and timetable for construction of the Project, as set forth in Exhibit “A” of the Master Agreement. ATTACHMENT 3 399 17336.02600\34359368.1 2 3. TERMS 3.1 Section 3.2 of the Master Agreement, titled “RCTC Funding Amount”, shall be amended, in its entirety, to read as follows: 3.2 RCTC Funding Amount. RCTC hereby agrees to distribute to the City, on the terms and conditions set forth herein, a sum not to exceed Seven Million, Nine Hundred Forty Six Dollars ($7,946,000) to be used exclusively for reimbursing the City for eligible Work expenses as described herein (“Funding Amount”). The City acknowledges and agrees that the Funding Amount may be less than the actual cost of the Work, and that RCTC shall not contribute MARA Funds in excess of the maximum authorized in this section. 3.2 Section 3.3.2 of the Master Agreement, titled “City’s Local Match Contribution”, shall be amended, in its entirety, to read as follows: 3.3.2 City’s Local Match Contribution. The City shall provide at least One Million, Seven Hundred Thousand Dollars ($1,700,000) of funding toward the Work, as shown in Exhibit “A”. 3.3 Exhibit “A” of the Master Agreement, titled “Scope of Work, Funding and Timetable”, shall be replaced, in its entirety, with the version of Exhibit “A” attached to this Amendment as Attachment 1 and incorporated herein by reference. 3.4 Except as amended by this Amendment, all provisions of the Master Agreement, 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. 3.5 This Amendment may be signed in counterparts, each of which shall constitute an original. 3.6 A manually signed copy of this Amendment 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 for all purposes. This Amendment may be signed using an electronic signature. [Signatures on following page] 400 17336.02600\34359368.1 3 SIGNATURE PAGE TO AMENDMENT NO. 1 TO AGREEMENT FOR THE FUNDING OF MEASURE A REGIONAL ARTERIAL IMPROVEMENTS (AGREEMENT NO. 20-72-089-01) RIVERSIDE COUNTY CITY OF LAKE ELSINORE TRANSPORTATION COMMISSION By: By: ________________________ Anne Mayer, Executive Director Jason Simpson, City Manager ATTEST: By: ________________________ Candice Alvarez, City Clerk APPROVED AS TO FORM: APPROVED AS TO FORM: By: _________________________________ By: _________________________ Best, Best & Krieger Barbara Leibold, City Attorney Counsel to the Riverside County Transportation Commission 401 17336.02600\34359368.1 Exhibit A ATTACHMENT 1 EXHIBIT "A" SCOPE OF WORK, FUNDING AND TIMETABLE SCOPE OF WORK: Lake Elsinore’s Interstate 15 Main Street Interchange Improvement Project Scope of Work includes Signalization of Ramp Intersection with Main Street at each side of the freeway, signalization of the Main Street/Camino Del Norte Intersection. Scope also includes widening of Main Street under the freeway, and On Ramp Metering. The portion of the Project to be funded under this Agreement is the construction phase for the Project. FUNDING: Identify MARA, local, state and/or federal funding for each Phase of Work. PHASE MARA Fund LOCAL STATE/FEDERAL TOTAL CONSTRUCTION $7,946,000 $1,700,000 $476,000 $10,122,000 TOTAL $7,946,000 $1,700,000 $476,000 $10,122,000 TIMETABLE: Provide at a minimum the beginning and ending dates for each phase of work including major milestones within a phase. Phase Start Date End Date Comments Construction 12/2021 10/2022 300 Working Days 402 AGENDA ITEM 7 Agenda Item 7 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: October 13, 2021 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Jenny Chan, Planning and Programming Manager Jillian Guizado, Planning and Programming Director THROUGH: Anne Mayer, Executive Director SUBJECT: 2022 State Transportation Improvement Program Adopted Fund Estimate and Project Recommendations BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Approve programming $27,698,381 of 2022 State Transportation Improvement Program (STIP) Western Riverside County and Palo Verde Valley target share funding capacity on the Interstate 10 (I-10)/Highland Springs Interchange and Temescal Canyon Road Widening projects, and forward to the California Transportation Commission (CTC); 2) Include programming $7,550,259 of 2022 STIP Coachella Valley target share funding capacity based on the project recommendation by the Coachella Valley Association of Governments (CVAG) and forward to the CTC; 3) Include programming Planning, Programming, and Monitoring (PPM) funds (2 percent of STIP target share programming capacity) in the amount of $719,360 in Fiscal Years (FY) 2024/25 through 2026/27; 4) Include programming $15,657,460 of 2022 STIP maximum share funding capacity on the Coachella Valley-San Gorgonio Pass Rail Corridor Service project and forward to the CTC; 5) Include programming PPM funds (2 percent of STIP maximum share programming capacity) in the amount of $319,540 in FY 2027/28; 6) Submit the 2022 STIP submittal to the CTC by the statutory deadline of December 15, 2021; 7) Forward the Riverside County 2022 STIP project recommendations to the Southern California Association of Governments (SCAG) to conduct regional performance measures analysis as required by the CTC STIP guidelines; 8) Approve a revision to Agreement No. 07-71-028-04, Amendment No. 4 to Agreement No. 07-71-028-00, with the city of Blythe (Blythe) to trade $155,094 of Palo Verde Valley STIP funds with Measure A Western Riverside County Highway funds to facilitate delivery of local arterial projects for a revised total amount not to exceed $198,391; and 9) Authorize the Executive Director, pursuant to legal counsel review, to execute the revised Agreement No. 07-71-028-04 on behalf of the Commission upon CTC adoption of the 2022 STIP in March 2022. 403 Agenda Item 7 BACKGROUND INFORMATION: At its July 2021 Commission meeting, the updated funding formula for the three geographic areas was approved, per the STIP Intracounty Memorandum of Understanding (MOU) with Western Riverside Council of Governments (WRCOG) and CVAG. Staff also presented an outline of the process for developing the 2022 STIP and reported that the draft Fund Estimate (FE) indicated Riverside County’s Target Share for programming was $32.349 million. Subsequently, the STIP Final FE, which was adopted at the August 18, 2021, CTC meeting, was revised to reflect Riverside County’s share target at $35.968 million. Riverside County’s maximum share is $51.945 million. The maximum share reflects one additional year of STIP programming capacity. The STIP is primarily funded with revenues derived from the state and federal gasoline excise tax. With the passage of Senate Bill 1 in 2017, an additional $100 million per year is included in the STIP statewide. Although this amount is beneficial, the more significant benefit from SB 1 is in stabilizing revenues, which became effective with the 2020 STIP. While SB 1 implemented measures to prevent STIP funds from being subjected to the wild fluctuations seen over the preceding years, it is still dependent on the sale of gasoline. The 2022 STIP is likely lower than it would have been without the COVID-19 pandemic which resulted in decreased fuel consumption in California. DISCUSSION: CTC Programming Requirements The 2022 STIP covers a five-year period from FYs 2022/23 – 2026/27. CTC staff reported that new programming capacity in the target share (explained in the next section) is mostly available in the last two years of the 2022 STIP cycle (FYs 2025/26 and 2026/27). A few notable requirements for programming STIP projects are: Projects cannot be programmed prior to FY 2025/26 without pushing back projects currently programmed in the first three years. Projects must have a completed project study report (PSR) or PSR Equivalent. Projects costing $50 million or more or that are requesting over $15 million in STIP funds must provide additional analysis (e.g. Benefit/Cost (B/C) and air quality analyses). Project phases must be fully funded. In addition to the target share, the STIP FE also includes a maximum share for each county. The maximum share looks at funding for one additional year beyond the traditional five-year STIP period. In the case of the 2022 STIP, the maximum share amount is available in FY 2027/28. 404 Agenda Item 7 Riverside County 2022 STIP Target Share The 2022 STIP target share funding distribution for the three geographic areas is included in the table below based on the funding distribution approved at the July 2021 Commission meeting. Table 1. 2022 STIP Fund Estimate for Riverside County – Target Share Target Share Total Riverside County Target Share $35,968,000 Less: 2% Planning, Programming and Monitoring (PPM) 719,360 Total New Project Programming 35,248,640 Western County 78.14% 27,543,287 Coachella Valley 21.42% 7,550,259 Palo Verde Valley 00.44% 155,094 Per an MOU between the Commission and Blythe, Palo Verde Valley STIP funds have been traded with Measure A Western Riverside County highway funds to facilitate delivery of local arterial projects in the Palo Verde Valley. Given Blythe’s small staff, lower STIP funding levels, and focus on local arterials, it is more efficient to provide local funding to ensure project delivery and a less cumbersome allocation process. Upon CTC adoption of the 2022 STIP, staff recommends amending the STIP MOU with Blythe trading $155,094 of STIP funds with Measure A Western Riverside County highway funds. Blythe will also be required to include the STIP trade funds and associated project(s) in its Measure A Capital Improvement Program. As a result, project recommendations for 2022 STIP Western Riverside County total $27,698,381. At its May 2021 meeting, the Commission approved Agreement No. 07-71-028-04, Amendment No. 4 to Agreement No. 07-71-028-00, with Blythe to trade $43,297 of Palo Verde Valley mid-cycle STIP funds related to the CTC’s March 2021 distribution of Coronavirus Response and Relief Supplemental Appropriations Act (CRRSAA) funds. Blythe requested that the amendment not be processed until the 2022 STIP allocations were determined. Accordingly, staff recommends the Commission approve an increase in Agreement No. 07-71-028-04 with Blythe from $43,297 to $198,391 related to the 2022 STIP trade. 2022 STIP Target Share Programming Recommendation: Western Riverside County Due to the relatively small amount of funding available in the 2022 STIP and the long horizon for when the funds can be programmed, there currently is not a Commission-sponsored project suitable for programming the $27.5 million available in Western Riverside County in FYs 2025/26 and 2026/27. As such, staff researched regionally significant projects from other project sponsors and identified two projects that meet the criteria for STIP programming. 405 Agenda Item 7 Staff recommends dividing the $27,698,381 of STIP target share funding between two projects: 1. I-10/Highland Springs Interchange in Banning and Beaumont in the amount of $14,698,381 for the construction phase. 2. The next segment of Temescal Canyon Road Widening from Tom Barnes Street to El Cerrito Road in the El Cerrito-area of unincorporated Riverside County in the amount of $13,000,000 for the construction phase. The Commission is currently the lead on the I-10/Highland Springs Interchange project. The project study report effort just concluded, and the project is moving to the Project Approval/Environmental Document phase. The County of Riverside is the project lead on the next segment of Temescal Canyon Road Widening. The County is in the midst of awarding a contract to prepare the environmental document for the project. Both project timelines and funding plans align well with when 2022 STIP funds are anticipated to be available (FYs 2025/26 and 2026/27) and how much 2022 STIP funds are available for programming. An additional key element that makes both of these projects well-qualified to receive STIP programming is they will both seek federal environmental clearance under the National Environmental Policy Act; this is critical for projects in need of discretionary funding. 2022 STIP Target Share Programming Recommendation: Coachella Valley As previously stated, CVAG is responsible for STIP programming actions for the Coachella Valley per the STIP Intracounty MOU. At its August 30, 2021, meeting, the CVAG Transportation Committee recommended the Coachella Valley STIP share be programmed on the I-10/Monroe Street Interchange project, the region’s top-ranked project in the Transportation Project Prioritization Study. This project is also a great candidate for STIP funding as it meets the CTC programming requirements detailed above. CVAG staff received Executive Committee approval for STIP project recommendations at its September 27, 2021 meeting. Riverside County 2022 STIP Maximum Share The 2022 STIP maximum share funding amount for Riverside County is included in Table 2 based on information in the adopted STIP FE. The ability to program up to a county’s maximum share is dependent on 2022 STIP programming of other counties. Some counties, particularly smaller ones that do not receive substantive STIP funding in a single STIP cycle, opt to save up their STIP shares over several STIP cycles for use on a big-ticket project. In other instances, sometimes a big project is not ready to move forward on time so STIP capacity gets freed up for the year the project was originally programmed in. 406 Agenda Item 7 Table 2. 2022 STIP Fund Estimate for Riverside County – Maximum Share Maximum Share Total Riverside County Maximum Share $51,945,000 Less: Target Share Programming 35,968,000 Delta of Maximum Share and Target Share 15,977,000 Less: 2% Planning, Programming and Monitoring (PPM) 319,540 Total Maximum Share Programming 15,657,460 2022 STIP Maximum Share Programming Recommendation: Riverside County 2022 STIP maximum shares are available for programming in the sixth year of the STIP: FY 2027/28. Programming a project utilizing Riverside County’s maximum share comes with some risk as there is a chance there will not be adequate programming capacity. If this is the case, CTC staff will notify Commission staff that there is not programming capacity and they will not recommend the CTC program the project for STIP funding. Staff will return to the Commission following the March 2022 CTC adoption of the final 2022 STIP if the recommendations contained within this staff report, in part or in whole, are not approved. Recognizing the possibility that there may not be programming capacity for Riverside County’s maximum share in the 2022 STIP, staff recommends the Commission program the total maximum share programming amount of $15,657,460 on a single project that serves all three subregions of Riverside County: Coachella Valley-San Gorgonio Pass Rail Corridor Service. As the Commission nears the completion of the Tier 1 environmental document, the next step is to complete a Tier 2 environmental document. STIP funding of $15.6 million makes up approximately one-quarter of the funding needed for the Tier 2 environmental document. In the coming months, it is anticipated Commission staff will be pursuing additional state and federal funds to complete the funding plan for this next step in the development of this important interregional rail corridor. 2022 STIP PPM Programming A total of $719,360 in STIP PPM funds will be programmed in FYs 2024/25 through 2026/27. An additional $319,540 in STIP PPM funds from the delta of the maximum share and target share will be programmed in FY 2027/28. Commission staff will coordinate with CVAG on the use of PPM for planning, programming, and monitoring activities. 407 Agenda Item 7 2022 STIP Submittal The 2022 STIP is statutorily required to be submitted to the CTC by December 15, 2021. The submittal requires various forms and reports that will involve input from Caltrans, project sponsors and consultants, and SCAG. The proposed STIP projects were submitted to SCAG on September 24 to give SCAG sufficient time to conduct the required regional performance measures analysis to meet the submittal deadline. FISCAL IMPACT: STIP funding for Commission projects and PPM will be included in future budgets based on the CTC’s STIP adoption in March 2022. STIP funding for projects not led by RCTC will not pass through the Commission but will be received directly by the project sponsor. Financial Information In Fiscal Year Budget: N/A Year: FY 2024/25+ Amount: $15,737,281 Source of Funds: 2022 STIP Budget Adjustment: N/A GL/Project Accounting No.: 652040 415 41502 106 65 41501 $ 1,038,900 (PPM) 005135 415 41502 210 72 41501 $14,698,381 (I-10/Highland Springs) Fiscal Procedures Approved: Date: 09/18/2021 Approved by the Budget and Implementation Committee on September 27, 2021 In Favor: 13 Abstain: 0 No: 0 408 2022 STATE TRANSPORTATION IMPROVEMENT PROGRAM Jenny Chan, Planning and Programming Manager 1 2022 STIP Recommendations 2022 STIP SEPTEMBER 27, 2021 2 FY 2022/23 –FY 2026/27 2022 STIP Fund Estimate Adoption -August 18, 2021 Statewide New Programming Capacity -$808 Million, starting in FY 2025/26 Riverside County New Programming Capacity -$36 Million, starting in FY 2025/26 2022 STIP Due to CTC -December 15, 2021 2022 STIP Adoption -March 23, 2022 CTC Meeting 2022 STIP Recommendations Past STIP Cycles SEPTEMBER 27, 2021 3 STIP Cycle Riverside Target Share (in Millions) 2008 $ 0 2010 $ 0 2012 $ 90 2014 $ 67 2016 $ (32) 2018 $105 2020 $ 21 2022 $ 36 2022 STIP Recommendations 2022 STIP Fund Estimate: Target Share SEPTEMBER 27, 2021 4 STIP Intracounty Formula Distribution Target Share Total Riverside County Share $35,968,000 Less: 2% Planning, Programming & Monitoring (PPM)719,360 Total New Programming $35,248,640 Western County 78.14%27,543,287 Coachella Valley 21.42%7,550,259 Palo Verde Valley 00.44%155,094 2022 STIP Recommendations Palo Verde Valley Recommendation SEPTEMBER 27, 2021 5 $155,094 STIP trade with Measure A approved at July 2021 Commission meeting 2022 STIP Recommendations Western County Project Recommendations SEPTEMBER 27, 2021 6 I-10/Highland Springs IC $14,698,381 for Construction in FY 26/27 Project Study Report Seeking NEPA clearance Funding complete with other sources and/or competitive programs Temescal Canyon Widening $13,000,000 for Construction in FY 26/27 Project Study Report-Equivalent Seeking NEPA clearance Funding complete with other sources and/or competitive programs 2022 STIP Recommendations Coachella Valley Project Recommendation SEPTEMBER 27, 2021 7 I-10/Monroe Street IC $7,550,259 for Construction in FY 25/26 Project Study Report NEPA clearance Funding complete with other sources and/or competitive programs 2022 STIP Recommendations Additional 2022 STIP Recommendations SEPTEMBER 27, 2021 8 2% Planning, Programming & Monitoring -$719,360 Proposed programming in FYs 2024/25 –2026/27 2020 STIP Carryover Projects: I-15/French Valley Parkway Interchange $47,600,000 SR-71/91 Interchange $66,377,000 Coachella Valley Regional Signal Sync $ 4,472,000 2022 STIP Recommendations 2022 STIP Fund Estimate: Maximum Share SEPTEMBER 27, 2021 9 STIP Intracounty Formula Distribution Maximum Share Total Riverside County Share $51,945,000 Less: Target Share Programming 35,968,000 Delta of Maximum Share and Target Share, FY 2027/28 15,977,000 Less: 2% Planning, Programming and Monitoring (PPM)319,540 Total Maximum Share Programming, FY 2027/28 $15,657,460 2022 STIP Recommendations Maximum Share Recommendations SEPTEMBER 27, 2021 10 Coachella Valley-San Gorgonio Pass Rail Corridor Service: $15,657,460 for Tier 2 Environmental document in FY 2023/24 Project Study Report-Equivalent Seeking NEPA clearance Requires state and federal funding from other sources and/or competitive programs 2% Planning, Programming & Monitoring -$319,540 Proposed programming in FY 2027/28 2022 STIP Recommendations Programming Table SEPTEMBER 27, 2021 11 2022 STIP Recommendations Next Steps SEPTEMBER 27, 2021 12 STIP Submittal Due Date CTC 2022 STIP Adoption Initiate Blythe STIP Trade December 15, 2021 March 23, 2022 April 2022 2022 STIP Recommendations Staff Recommendations (summarized) SEPTEMBER 27, 2021 13 1.Program $27,698,381 of 2022 STIP on I-10/Highland Springs and Temescal Canyon Road Widening projects; 2.Include $7,550,259 on I-10/Monroe in Coachella Valley; 3.Include $719,360 of target share programming for PPM; 4.Include $15,657,460 of maximum share programming on Coachella Valley-San Gorgonio Pass Rail Corridor Service project; 5.Include $319,540 of maximum share programming for PPM; 6.Submit 2022 STIP to CTC; 2022 STIP Recommendations Staff Recommendations (continued) SEPTEMBER 27, 2021 14 7.Forward project recommendations to SCAG; 8.Approve revision to Agreement No. 07-71-028-04 with Blythe to trade $155,094 of 2022 STIP funds for Measure A funds; and 9.Authorize Executive Director to execute 07-71-028-04. QUESTIONS 15 AGENDA ITEM 8 Agenda Item 8 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: October 13, 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 BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to receive and file an update on state and federal legislation. DISCUSSION: State Update The Legislature concluded the first year of its two-year legislative session on September 10, 2021, by sending nearly 400 bills to Governor Gavin Newsom for final action. Together with those bills already pending, Governor Newsom has until October 10, 2021, to act on approximately 800 measures currently on his desk. Included in the bills sent to the Governor for consideration was AB 1499 (Daly). AB 1499 (Daly), supported by RCTC earlier this year, extends the January 1, 2024, sunset date to January 1, 2034, for Department of Transportation and regional transportation agencies to use the design-build procurement method for transportation projects in California. While numerous bills made it to the Governor’s desk, others either died in the legislative process or became two-years bills that may be considered in 2022. In May, RCTC adopted an opposed position on SB 261 (Allen). The bill would update the state's greenhouse gas reduction goals for the transportation sector, create new vehicle miles traveled reduction goals, and increase the scrutiny of a Metropolitan Planning Organization's Sustainable Communities Strategy by the California Air Resources Board. This bill is now a two-year bill and RCTC staff will continue to engage throughout the legislative process. State Budget As part of the Fiscal Year, 2021-22 budget approved by the Legislature and signed by the Governor, several transportation stimulus proposals were included as a result of the $80 billion budget surplus, with significant investments in transit, active transportation, and climate adaptation programs. However, the state budget included language that would make these funding proposals contingent on additional legislation detailing how the funds would be allocated. In the absence of such legislation, by October 11, 2021, these funds would revert to 409 Agenda Item 8 the general fund. The Governor was clear that these funding proposals were contingent on the Legislature authorizing the remaining $4.2 billion in Proposition 1A (2008) high-speed rail bond funding to finish building the first 119-mile section of high-speed rail track in the Central Valley. The Legislature left the funds out of the June budget, pending further negotiation. As the legislative session came to a close in early September, the Legislature and the Governor could not finalize an agreement on the high-speed rail funding request. As a result, all of the new transportation General Fund spending actions were reverted back to the General Fund, consistent with the Budget Act of 2021. The reversion of the General Fund dollars resulted in the withdrawal of $2.5 billion from the upcoming competitive Transit and Intercity Rail Program (TIRCP) competitive grant program, which was scheduled to commence later this fall. The reversion of this supplemental investment does not impact the estimated $500 million available to TIRCP from the ongoing appropriation from the Greenhouse Gas Reduction Fund nor SB 1's Transportation Improvement Fee. In addition, the reversion also includes an additional $500 million for Active Transportation and $400 million for Climate Adaptation grants which will also no longer be available. It is anticipated that negotiations regarding these and other issues will resume in early 2022, the beginning of the second year of the 2021-22 Regular Legislative Session. On a positive note, the Governor’s proposal to provide additional spending authority for $2 billion for state highways and local roads was retained in the budget. $930 million of this funding is from the federal Coronavirus Response and Relief Supplemental Appropriations Act of 2021 and accumulated and future interest earnings produced by SB 1 programs. While most of the funds will augment state resources, an estimated $400 million will benefit local road programs. In addition, as part of the Governor’s Clean California plan, the budget also retains $475 million in FY 2021-22 ($1.1 billion over three years) for litter abatement and beautification projects on state highways and local roads. Caltrans is developing guidelines for competitive grants awards to local agencies and transit districts. Bus Transit Relief The recently signed budget trailer, AB 149, continues several types of temporary statutory relief for transit agencies impacted by the COVID-19 pandemic that were provided as part of the 2020-21 Budget. Specifically, the bill: • Continues the hold harmless provision for calculation and allocation of State Transit Assistance (STA) Program, STA-State of Good Repair, and Low Carbon Transit Operations Program allocations (Local Revenue Basis only) provided in through FY 2022-23; • Extends the temporary suspension of the financial penalties associated with the Transportation Development Act (TDA) requirements that transit agencies obtain specified fixed percentages of their operating budgets from passenger fares through FY 2022-2023; and 410 Agenda Item 8 • Continues the temporary suspensions of the financial penalties associated with the State Transit Assistance Program’s operating cost per revenue vehicle hour requirements through FY 2022-23. Federal Update Infrastructure Investment and Jobs Act (IIJA) The bipartisan surface transportation reauthorization and infrastructure bill, the Infrastructure Investment and Jobs Act, passed the Senate on August 10, 2021. The bill is a product of negotiations between the White House and a bipartisan group of 22 Senators. The IIJA makes $550 billion in new investments in highway, bridge, public transportation, passenger rail, broadband, energy, and water infrastructure. The Legislative Affairs Team engaged early to ensure a number of RCTC priorities are addressed in the legislation, from funding opportunities to tolling authority. Speaker Pelosi has set a deadline of September 27, 2021, for the House of Representatives to consider the IIJA. The one-year extension of the last five-year surface transportation reauthorization, the Fixing America's Surface Transportation Act (FAST Act), will expire on September 30, 2021. As of the writing of this staff report, it is uncertain if this deadline will be met and if the bipartisan measure will ultimately pass, given the political complications of coordinating this vote with a vote on the budget reconciliation resolution. The Budget Reconciliation Resolution Both the House and the Senate continue to develop the details of the $3.5 trillion budget reconciliation legislation intended to address “human” infrastructure funding priorities of President Biden’s American Jobs Plan and American Families Plan. As of the writing of this staff report, the Legislative Affairs Team is reviewing the just released House Transportation and Infrastructure Committee’s (T&I) draft markup of their portion of the budget reconciliation resolution. Of note, the draft markup includes a $6 billion for Local Transportation Priorities, with a possible attempt to fund the member directed spending requests, or earmarks, that were included in the House’s now defunct INVEST Act. Senate procedure does not allow for the inclusion of earmarks in budget reconciliation legislation, so it is speculated that T&I may provide broad funding in their markup, and later follow up with a letter to the US Department of Transportation with the list of projects Congress intends to be funded under the program. RCTC-requested member directed spending requests that were included in the INVEST Act were: • $3 million requested by Representative Calvert for the I-15 Corridor Operations Project (15 COP); and • $20 million requested by Representative Takano for the I-15 Northern Extension Project (15 NEXT). 411 Agenda Item 8 The Team will continue to monitor the work of the House and Senate Committees of jurisdiction over transportation programs and weigh in regarding program eligibility, as appropriate. End of Fiscal Year Appropriations The federal fiscal year ends on September 30, 2021. Given that none of the 12 appropriations bills have passed both the House and the Senate, Congress will likely need to enact a continuing resolution (CR) prior to midnight on that date in order to avoid a government shutdown. The White House has proposed a number of items to be included in any CR, including funding for wildfire and hurricane relief, along with funds to facilitate Afghan resettlement. No length of time for the CR has been publicly released as of the writing of this report. Congress must also address the federal debt limit and an extension of this limit could be added to a CR. The Team will continue to monitor the appropriations process, particularly for RCTC’s pending Community Project Funding requests in the Senate for $3 million each for the I-10/Highland Springs Interchange Improvements Project and the Moreno Valley/March Field Station Improvements Project, both submitted by Senator Padilla. Representative Calvert’s $5 million request for the Smart Freeway Pilot Project is included in the appropriations bill passed by the House as well. Attachment: Legislative Matrix – September 2021 412 RIVERSIDE COUNTY TRANSPORTATION COMMISSION - POSITIONS ON STATE AND FEDERAL LEGISLATION – SEPTEMBER 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. Enrolled and Presented to the Governor September 9, 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 413 RIVERSIDE COUNTY TRANSPORTATION COMMISSION ROLL CALL OCTOBER 13, 2021 Present Absent County of Riverside, District I X County of Riverside, District II X County of Riverside, District III X County of Riverside, District IV X County of Riverside, District V X City of Banning X City of Beaumont X City of Blythe X City of Calimesa X City of Canyon Lake X City of Cathedral City X City of Coachella X City of Corona X City of Desert Hot Springs X City of Eastvale X City of Hemet X City of Indian Wells X City of Indio X City of Jurupa Valley X City of La Quinta X City of Lake Elsinore X City of Menifee X City of Moreno Valley X City of Murrieta X City of Norco X City of Palm Desert X City of Palm Springs X City of Perris X City of Rancho Mirage X City of Riverside X City of San Jacinto X City of Temecula X City of Wildomar X Governor’s Appointee, Caltrans District 8 X TO: Riverside County Transportation Commission FROM: Lisa Mobley, Administrative Services Manager/Clerk of the Board DATE: October 6, 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. 6D - Agreements for On-Call Design Engineering and Environmental Services for Commuter Rail and Station Capital Improvement Projects Consultant(s): HDR Engineering, Inc. STV Incorporated Thomas T. Kim, PE/Senior VP William J. Knapp, Senior VP 2280 Market Street, Suite 100 9130 Anaheim Place, Suite 210 Riverside, CA 92501-2110 Rancho Cucamonga, CA 91730 Moffatt & Nichol Sam Mansour, PE/Project Manager/VP 3536 Concours, Suite 200 Ontario, CA 91764 RailPros Douglas B. Sawyer, Senior VP 3850 Vine Street, Suite 110 Riverside, CA 92507