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HomeMy Public PortalAbout03 March 14, 2012 Commission• • • lit —'OO D RECORDS Riverside County Transportation Commission MEETING AGENDA TIME/DATE: 9:30 a.m. / Wednesday, March 14, 2012 LOCATION: BOARD ROOM County of Riverside Administrative Center 4080 Lemon Street, First Floor, Riverside Po, COMMISSIONERS .i Chair - John J. Benoit First Vice Chair - Karen Spiegel Second Vice Chair - Marion Ashley Bob Buster, County of Riverside John F. Tavaglione, County of Riverside Jeff Stone, County of Riverside John J. Benoit, County of Riverside Marion Ashley, County of Riverside Bob Botts / Don Robinson, City of Banning Roger Berg / Jeff Fox, City of Beaumont Joseph DeConinck / To Be Appointed, City of Blythe Ella Zanowic / Jeff Hewitt, City of Calimesa Mary Craton / Barry Talbot, City of Canyon Lake Greg Pettis / Kathleen DeRosa, City of Cathedral City Steven Hernandez / Eduardo Garcia, City of Coachella Karen Spiegel / Steve Nolan, City of Corona Scott Matas / Yvonne Parks, City of Desert Hot Springs Adam Rush / Ike Bootsma, City of Eastvale Larry Smith / Robert Youssef, City of Hemet Douglas Hanson / Patrick Mullany, City of Indian Wells Glenn Miller / Michael Wilson, City of Indio Frank Johnston / Micheal Goodland, City of Jurupa Valley Terry Henderson / Don Adolph, City of La Quinta Bob Magee / Melissa Melendez, City of Lake Elsinore Darcy Kuenzi / Wallace Edgerton, City of Menifee Marcelo Co / Richard Stewart, City of Moreno Valley Rick Gibbs / Kelly Bennett, City of Murrieta Berwin Hanna / Kathy Azevedo, City of Norco Jan Harnik / William Kroonen, City of Palm Desert Ginny Foat / Steve Pougnet, City of Palm Springs Daryl Busch / Al Landers, City of Perris Scott Hines / Gordon Moller, City of Rancho Mirage Steve Adams / Andy Melendrez, City of Riverside Andrew Kotyuk / Scott Miller, City of San Jacinto Ron Roberts / Jeff Comerchero, City of Temecula Ben Benoit / Timothy Walker, City of Wildomar Raymond Wolfe, Governor's Appointee Comments are welcomed by the Commission. If you wish to provide comments to the Commission, please complete and submit a Speaker Card to the Clerk of the Board. • • • RIVERSIDE COUNTY TRANSPORTATION COMMISSION www.rctc.org AGENDA* *Actions may be taken on any item listed on the agenda 9:30 a.m. Wednesday, March 14, 2012 BOARD ROOM County of Riverside Administrative Center 4080 Lemon Street, First Floor, Riverside, CA 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 at the Commission office, 4080 Lemon Street, Third Floor, Riverside, CA, and on the Commission's website, www.rctc.org. In compliance with the Americans with Disabilities Act and Government Code Section 54954.2, if special assistance is needed to participate in a Commission meeting, please contact the Clerk of the Board at (951) 787-7141. Notification of at least 48 hours prior to meeting time will assist staff in assuring that reasonable arrangements can be made to provide accessibility at the meeting. 1. CALL TO ORDER 2. PLEDGE OF ALLEGIANCE 3. ROLL CALL 4. PUBLIC COMMENTS - Each individual speaker is limited to speak three (3) continuous minutes or less. The Commission may, either at the direction of the Chair or by majority vote of the Commission, waive this three minute time limitation. Depending on the number of items on the Agenda and the number of speakers, the Chair may, at his/her discretion, reduce the time of each speaker to two (2) continuous minutes. In addition, the maximum time for public comment for any individual item or topic is thirty (30) minutes. Also, the Commission may terminate public comments if such comments become repetitious. Speakers may not yield their time to others without the consent of the Chair. Any written documents to be distributed or presented to the Commission shall be submitted to the Clerk of the Board. This policy applies to Public Comments and comments on Agenda Items. Riverside County Transportation Commission Agenda March 14, 2012 Page 2 Under the Brown Act, the Commission should not take action on or discuss mattersII 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. CLOSED SESSION 5A. CONFERENCE WITH LEGAL COUNSEL Existing Litigation Pursuant to Section 54956.9(a) Case Number: Case No. RIC10001108 6. APPROVAL OF MINUTES - FEBRUARY 2, 2012 7. PUBLIC HEARING - RESOLUTIONS OF NECESSITY FOR THE ACQUISITION OF FEE, EASEMENT, AND TEMPORARY CONSTRUCTION EASEMENT INTERESTS IN PORTIONS OF CERTAIN REAL PROPERTY, BY EMINENT DOMAIN, MORE PARTICULARLY DESCRIBED AS ASSESSOR PARCEL NO. 311-120-022 (CALTRANS PARCEL NUMBERS 22406-1, 22406-2, 22406-3, 22406-4, 22406-5 AND 22406-6) AND ASSESSOR PARCEL NO. 311-180-032 (CALTRANS PARCEL NUMBERS 22408-1, 22408-2 AND 22408-3), FOR FREEWAY PURPOSES, INCLUDING THE WIDENING AND MAINTENANCE OF INTERSTATE 215 FROM SCOTT ROAD TO NUEVO ROAD, IN RIVERSIDE • COUNTY, CALIFORNIA Page 1 Overview This item is for the Commission to: 1) Conduct a hearing to consider the adoption of resolutions of necessity, including providing all parties interested in the affected properties and their attorneys, or their representatives, an opportunity to be heard on the issues relevant to the Resolutions of Necessity; 2) Make the following findings as hereinafter described in this report: a) The public interest and necessity require the proposed project; b) The project is planned or located in a manner that will be most compatible with the greatest public good and the least private injury; c) The real property to be acquired is necessary for the project; and d) The offer of just compensation has been made to the property owners. • Riverside County Transportation Commission Agenda March 14, 2012 Page 3 411 3) Adopt Resolution of Necessity No. 12-001, "Resolution of Necessity for the Acquisition of Fee, Easement and Temporary Construction Easement Interests in Portions of Certain Real Property, by Eminent Domain, More Particularly Described as Assessor Parcel No. 311-120-022 (Caltrans Parcel Numbers 22406-1, 22406-2, 22406-3, 22406-4, 22406-5 and 22406-6), for Freeway Purposes, Including the Widening and Maintenance of Interstate 215 from Scott Road to Nuevo Road, in Riverside County, California." 4) Adopt Resolution of Necessity No. 12-011, "Resolution of Necessity for the Acquisition of Easement and Temporary Construction Easement Interests in Portions of Certain Real Property, by Eminent Domain, More Particularly Described as Assessor Parcel No. 311-180-032 (Caltrans Parcel Numbers 22408-1, 22408-2 and 22408-3), for Freeway Purposes, Including the Widening and Maintenance of Interstate 215 from Scott Road to Nuevo Road, in Riverside County, California." • • 8. 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. 9. 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. 9A. QUARTERLY FINANCIAL STATEMENTS Overview This item is for the Commission to receive and file the Quarterly Financial Statements for the period ended December 31, 2011. Page 52 9B. QUARTERLY SALES TAX ANALYSIS Overview This item is for the Commission to receive and file the sales tax analysis for Quarter 3 (Q3) 2011. Page 59 Riverside County Transportation Commission Agenda March 14, 2012 Page 4 9C. REPORT ON EXPENDITURE OF PROCEEDS FROM 2010 BONDS Page 67 Overview This item is for the Commission to receive and file the report on the expenditure of the proceeds from the 2010 Bonds. 9D. REVISION OF DEBT MANAGEMENT POLICIES Overview This item is for the Commission to: Page 70 1) Approve the revisions to the Commission's Debt Management Policy; and 2) Adopt Resolution No. 12-010, "A Resolution of the Riverside County Transportation Commission Regarding the Revised Debt Management Policy". • 9E. MEMORANDUM OF UNDERSTANDING WITH THE WESTERN RIVERSIDE COUNTY REGIONAL CONSERVATION AUTHORITY FOR THE TRANSFER iik OF FUNDS TO MEET THE MULTIPLE SPECIES HABITAT CONSERVATION 111, PLAN OBLIGATIONS Page 90 Overview This item is for the Commission to: 1) Approve Memorandum of Understanding (MOU) No. 12-31-064-00 with the Western Riverside County Regional Conservation Authority (RCA) for the transfer of funds to meet the Western Riverside County Multiple Species Habitat Conservation Plan (WRC MSHCP) obligations; and 2) Authorize the Chair, pursuant to legal counsel review, to execute the MOU on behalf of the Commission. • Riverside County Transportation Commission Agenda March 14, 2012 Page 5 • • 9F. FISCAL YEAR 2011/12 TRANSPORTATION UNIFORM MITIGATION FEE REGIONAL ARTERIAL PROGRAM - PROGRAMMING REQUESTS Page 100 Overview This item is for the Commission to: 1) Approve the removal of the Interstate 15/Schleisman Road interchange project from the TUMF Regional Arterial program and replace it with the Interstate 15/Limonite Avenue interchange improvement project in the city of Eastvale, and terminate Agreement No. 06-72-522-00 with the county of Riverside for the I-15/Schleisman Road interchange; 2) Approve Agreement No. 12-72-059-00 with the city of Moreno Valley to program $5,665,000 of TUMF Regional Arterial funds for the Moreno Valley Perris Boulevard (Cactus Avenue to Perris Valley Storm Drain (PVSD) Lateral "B") construction phase; 3) Authorize the Executive Director to execute the agreement, pursuant to legal counsel review; and 4) Approve the removal of the Ramona Expressway extension project, Seventh Street to Cedar Street, and replace it with the Ramona Expressway widening project, Sanderson Avenue to State Street in the city of San Jacinto, and terminate Agreement No. 06-72-520-00 with the city of San Jacinto. 9G. PROPOSITION 1B STATE -LOCAL PARTNERSHIP PROGRAM - FORMULA PROGRAM PROJECT RECOMMENDATIONS Overview This item is for the Commission to: Page 123 1) Approve programming State -Local Partnership Program (SLPP) formula funds on the following projects: Perris Valley Line, State Route 91 Corridor Improvement Project (SR -91 CIP), Interstate 215 Central widening (Scott Road to Nuevo Road), and Foothill Parkway; and 2) Authorize the Executive Director to determine the appropriate programming amount for each project. • Riverside County Transportation Commission Agenda March 14, 2012 Page 6 9H. MEASURE A LOCAL STREETS AND ROADS FIVE-YEAR CAPITAL • IMPROVEMENT PLAN FOR THE CITY OF JURUPA VALLEY Page 125 Overview This item is for the Commission to approve the city of Jurupa Valley's FYs 2012-16 Measure A Five -Year Capital Improvement Plan (CIP) for Local Streets and Roads. 91. AGREEMENT WITH UNION PACIFIC RAILROAD FOR CONSTRUCTION, OPERATION AND MAINTENANCE OF THE MARLBOROUGH CONNECTION Page 133 Overview This item is for the Commission to: 1) Approve Agreement No. 12-33-063-00, with Union Pacific Railroad (UP) for construction, operation and maintenance of the Marlborough connection between the UP's Riverside Industrial Lead (UPRIL) and the San Jacinto Branch Line (SJBL); and 2) Authorize the Chair, pursuant to legal counsel review, to execute the • agreement on behalf of the Commission. 9J. AMENDMENT TO COMMISSION'S FISCAL YEAR 2007/08 AND FISCAL YEAR 2011/12 RAIL PROGRAM SHORT RANGE TRANSIT PLAN Page 151 Overview This item is for the Commission to: 1) Amend the Commission's Commuter Rail Program FY 2011/12 Short Range Transit Plan (SRTP) to reflect the allocation of $10 million in Federal Transit Administration (FTA) Section 5309 program funds to the Commuter Rail State of Good Repair project; and 2) Amend the Commission's Commuter Rail Program FY 2007/08 SRTP to reflect deobligation of $123,131 in Local Transportation Fund (LTF) funds from the Commission Station Capital Improvement Program. • Riverside County Transportation Commission Agenda March 14, 2012 Page 7 • • • 9K. PROPOSITION 1B FISCAL YEAR 2010/11 CALIFORNIA TRANSIT SECURITY GRANT PROGRAM - CALIFORNIA TRANSIT ASSISTANCE FUND AND SUPPORTING RESOLUTION Page 154 Overview This item is for the Commission to adopt Resolution No. 12-008, "Resolution of the Riverside County Transportation Commission Appointing Individuals to Act on Behalf of the Commission for the Purpose of Applying and/or Accepting Grants Awarded to the Commission's Rail Program". 9L. MASTER AGREEMENT AND PROGRAM SUPPLEMENTS FOR STATE FUNDED TRANSIT PROJECTS WITH THE CALIFORNIA DEPARTMENT OF TRANSPORTATION Page 156 Overview This item is for the Commission to: 1) Adopt Resolution No. 12-007, "Authorization for the Execution of a Master Agreement and Program Supplements for State -Funded Transit Projects" with California Department of Transportation (Caltrans); 2) Approve Agreement No. 12-25-060-00 with Caltrans for state - funded transit projects; and 3) Authorize the Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission. 9M. FEDERAL CONGESTION MITIGATION AND AIR QUALITY FUNDING FOR THE MEASURE A REGIONAL RIDESHARE PROGRAM Overview This item is for the Commission to: Page 188 1) Approve the programming of $2.7 million in federal Congestion Mitigation and Air Quality (CMAQ) funds for continuation of the Regional Rideshare Program in FYs 2012/13 through 2017/18; and 2) Authorize staff to program the CMAQ funds for the Regional Rideshare Program in the Federal Transportation Improvement Program (FTIP). Riverside County Transportation Commission Agenda March 14, 2012 Page 8 9N. CALTRANS COMMUNITY -BASED TRANSPORTATION PLANNING GRANTS III Page 190 Overview This item is for the Commission to: 1) Adopt Resolution No. 12-013 "Resolution of the Riverside County Transportation Commission Approving the Application for California Department of Transportation Planning Grant Program Funds"; 2) Authorize the Executive Director, pursuant to legal counsel review, to execute agreements and/or amendments, which may be necessary for the submittal of a Community -Based Transportation Planning Grant on behalf of the Commission in partnership with the University of California at Riverside (UCR); and 3) Authorize the Executive Director to sign a support letter for the county of Riverside's Community -Based Transportation Planning Grant for a comprehensive planning effort for the Winchester Community. 90. TIGER IV DISCRETIONARY GRANTS: STATE ROUTE 91 CORRIDOR IMPROVEMENT PROJECT Overview This item is for the Commission to: Page 197 • 1) Direct staff to prepare a Transportation Investment Generating Economic Recovery (TIGER) grant application and Transportation Infrastructure Finance and Innovation ACT (TIFIA) letter of interest (LOI) submittal package to U.S. Department of Transportation (U.S. DOT) for the SR -91 Corridor Improvement Project (SR -91 CIP); 2) Authorize the Executive Director to submit the grant application and TIFIA LOI; and 3) Authorize the Executive Director to submit future TIGER grant applications and TIFIA LOI for the SR -91 CIP if necessary. • Riverside County Transportation Commission Agenda March 14, 2012 Page 9 • • 9P. GRADE SEPARATION PRIORITY UPDATE STUDY FOR RIVERSIDE COUNTY PROJECTS LOCATED ON THE ALAMEDA CORRIDOR EAST Page 200 Overview This item is for the Commission to: 1) Approve the Grade Separation Priority Update Study for Riverside County projects located on the Alameda Corridor East (ACE); and 2) Based on study, direct staff to develop a 2012 grade separation funding strategy. 9Q. FEDERAL SURFACE TRANSPORTATION REAUTHORIZATION UPDATE Page 294 Overview This item is for the Commission to receive and file an update on federal surface transportation reauthorization. 10. PROPOSED POLICY GOALS AND OBJECTIVES FOR FISCAL YEAR 2012/13 BUDGET Page 300 Overview This item is for the Commission to approve the proposed Commission Policy Goals and Objectives for the FY 2012/13 Budget. 11. COMMERCIAL PAPER PROGRAM STANDBY LETTER OF CREDIT Overview This item is for the Commission to: Page 307 1) Adopt Resolution No. 12-009, "Resolution of the Riverside County Transportation Commission Ratifying and Confirming Prior Authorization Relating to Its Commercial Paper Notes, Including the Execution and Delivery of Substitute Credit Agreements and Related Documents, and Supplement to Offering Memorandum and the Taking of All Other Actions Necessary in Connection Therewith "; 2) Ratify the draft Reimbursement Agreement by and between the Commission and Bank of Tokyo -Mitsubishi UFJ, Ltd. (Bank of Tokyo), relating to the Commission's Commercial Paper Notes, Series A and authorization for the Executive Director and/or other authorized representative to approve and execute the final Reimbursement Agreement; Riverside County Transportation Commission Agenda March 14, 2012 Page 10 3) Ratify the draft Fee Agreement between the Commission and Bank of Tokyo relating to the Commission's Commercial Paper Notes, Series A and authorization for the Executive Director and/or other authorized representative to approve and execute the final Fee Agreement; 4) Ratify the draft Reimbursement Agreement by and between the Commission and Union Bank, N.A. (Union Bank), relating to the Commission's Commercial Paper Notes, Series B and authorization for the Executive Director and/or other authorized representative to approve and execute the final Reimbursement Agreement; 5) Ratify the draft Fee Agreement between the Commission and Union Bank relating to the Commission's Commercial Paper Notes, Series B, and authorization for the Executive Director and/or other authorized representative to approve and execute the final Fee Agreement; 6) Ratify any necessary or desirable amendments to the commercial paper dealer agreements between the Commission and Barclays Capital Inc. (Barclays) and between the Commission and Bank of America Merrill Lynch (BAML); 7) Approve the draft supplement to the offering memorandum for the issuance of $120 million in Commercial Paper Notes, Series A and Series B and authorize the Executive Director and/or other authorized representative to approve distribution of the supplement to the offering memorandum by Barclays and BAML; and 8) Approve the estimated costs related to the amendment of the letter of credit and authorize the Executive Director to execute related professional service agreements, as required. 12. ITEM(S) PULLED FROM CONSENT CALENDAR AGENDA 13. COMMISSIONERS / EXECUTIVE DIRECTOR REPORT Overview This item provides the opportunity for the Commissioners and the Executive Director to report on attended meetings/conferences and any other items related to Commission activities. 14. ADJOURNMENT The next Commission meeting and is scheduled to be held at 9:30 a.m., Wednesday, April 11, 2012, Board Chambers, First Floor, County Administrative Center, 4080 Lemon Street, Riverside. • • • Comments to RCTC Mar. 14, 2012 Over 10 years ago the request for a Highgrove Metrolink Station was presented to RCTC. Many changes have occurred since then including changes in your staff, different commissioners in some cases, and even the addition of new cities. But the one thing that has remained the same is the long term requests from the public for a Metrolink station at Highgrove! We have recently received requests via e-mail that have been forwarded to SCAG for their Regional Transportation Plan. This plan is from 2012 until the year 2035 that looks into the future transportation needs for the next 23 years. Highgrove is under RCTC's jurisdiction because the present Perris Valley Line connection is only a few feet from the San Bernardino county line at Main Street. In this case, the county line is unimportant because Metrolink trains and freeways have something in common: both are designed to move people! And the high cost of gasoline makes Metrolink even more desirable. The distance between Marlborough Ave. and Highgrove is only one mile but the destinations are different. Station placement has been our only concern due to the existing trains and the difference in destination between these two locations. We know that RCTC can change its mind regarding former station placement choices such as Spruce and Rustin, Palmyrita, and Columbia Ave., for example. We can also change our minds, because we are asking that the station location at Highgrove be moved NORTH of the curved track, so it will not interfere with the Perris Valley Line connection. This new location is still on the 17.22 acre property owned by RCTC and is right next to the track used by daily Metrolink trains between San Bernardino and Riverside. RCTC's property at Highgrove can serve a dual purpose; one for the curved track and one for a regional station for SCAGs RTP. Many people have verbally supported Highgrove from this podium during public comments. Today I am submitting written documentation that includes city resolutions, letters, statements, comments, and recent e-mail requesting a Highgrove station. I am requesting that this information be duplicated, distributed and digested by each commissioner. Take it home, read it, and realize that this is a win/win for commuter rail transportation. RCTC will get commuter trains between Riverside and Perris and the public will be able to use your same property and the existing trains between San Bernardino and Riverside. Other transportation agencies need to know that this location is the best place for SCAG's Regional Transportation Plan. After reviewing this information a letter should be sent from RCTC to SCAG, Mobility 21, SANBAG and Metrolink stating that RCTC's excess property can and should be used for a station that will benefit the region on both sides of the county line. Highgrove has the vacant land, the existing Metrolink trains and long time support. And the public wants to know: "Why can't RCTC's excess property be used for mass transit between the 2 counties? R. A. "Barney" Barnett Chmn: Highgrove Municipal Advisory Council Editor: Highgrove Happenings Newspaper (951) 683 4994 474 Prospect Ave. Highgrove, Ca. 92507 e-mail: highgrovenews@roadrunner.com web site: www.highgrovehappenings.net HIGHGROVE REGIONAL METROLINK STT N Index of information given to SCAG for Regional Transportation Plan Jan. 18, 2012 1. Colored map of proposed Highgrove Metrolink Station location 2. Description of map and supporting information 3. Enlarged view of proposed parking lot showing 725 spaces 4. 5 pages of comments over the last 8 years 5. Letter from Supervisor Ashley 10-14-2009 6. Letter from Transit Coalition 9-19-2009 7. Resolution from City of Grand Terrace12-13-2001 8. Petition from Project Area Committee 1-08-2002 9. Resolution from City of Loma Linda 1-24-2002 10. Letter from Assemblyman Bill Emmerson 8-14-2006 11. Letter from Supervisor Bob Buster 7-17-2006 12. Comments from Buster, Ashley and Haley 10-11-2006 13. Letter from Eric Haley about Hi -Rail tour 11-28-2006 14. Agenda from La Quinta Workshop 9-15-2006 15. Article from San Bernardino Sun 1-1-2007 16. Letter from Riverside Land Conservancy 10-18-2005 17. Letter from Melanie Zimmermann 10-09-2006 18. Letter from Wendy Eads 3-15-2006 19. Letter from University Neighborhood Association 10-21-2005 20. Letter from Byron Matteson 6-23-2006 21. Letter from Tony Petta 6-23-2006 22. Letter from Maryetta Ferre' 3-15-2007 23. Letter from Hugh Grant 6-21-2006 24. Letter from Asst. City Mgr.of Grand Terrace 5-15-2003 25. Letter from Franklin Carpenter Jr. 5-28-2001 26. Letter from JoAnn Johnson 11-04-2006 27. Letter from Bixby Land Co.12-12-2005 28. Letters from Carol Williams and Clifford Berger 3-30 & 3-31-2007 29. Letter from Dom Betro 3-21-2006 ( RC.QA`1-Q0p� � /41.2_SC� lutlic M24fI AL ao \a•-ao3S g113 (9 r" 14AAt ed64 t4fAt_ &AA Highgrove Regi onal Metrolink Statio n (Notes to colored Highgrove Metrolink map) Jan. 10, 2012 This map shows an arrow at Highgrove that is an ideal location for a Metrolink station for the 2012 Regional Transportation Plan being implemented by, the Southern California Association of Governments (SCAG). The Regional Transportation Plan (RTP) is a plan for the region for the next 23 years from 2012 to 2035. Highgrove is 7 miles south of San Bernardino and 3.5 miles north of Riverside and is where the Perris Valley Line railroad track connects to' the BNSF railroad at the Riverside/San Bernardino County Line. For 10 years the surrounding cities and communities have supported a Metrolink station at Highgrove on the BNSF main line (green line) that has had existing Metrolink trains 7 days a week between the two counties, since July 15, 2006. The 17.22 acres of vacant land between the two railroads, is now owned by the Riverside County Transportation Commission. It was purchased to build a new curved track to connect the two railroads to allow future commuter trains between Riverside and Perris (Red curved line). But this curved track only takes up a narrow portion of the 17.22 acres. The remaining property north of the curved track could be used for a Metrolink stop between the two Counties where there is room for approximately 725 parking spaces at the Highgrove Metrolink site and room north of Villa St. for future parking expansion. There are now over 30, 000 residents within a 2 mile radius of the Highgrove Metrolink location and Highgrove still has 1,555 acres of vacant buildable land. One mile east of the Highgrove Metrolink there are 2,500 lots that are ready for building new homes in the Spring Mountain Ranch project. $250 million dollars of infrastructure are already in place that includes sewer lines, water lines, fire hydrants, electrical, flood control, etc.. Highgrove is a perfect location because it already has the existing railroad tracks, existing Metrolink trains 7 days a week, plenty of room for parking, and hundreds of acres of former orange groves have been converted into pads for future homes. Then, after the Perris Valley Line track is rebuilt in a few years, Perris Valley Line Metrolink trains between Riverside and Perris could use this same property at Highgrove to go around the curved track to RCTC's choice for a Metrolink Station (shown in red on the map) A station at Marlborough will not benefit the region because it will not transport any commuters between the two counties that include the San Bernardino Metrolink terminal. One property could be used for two purposes: one to address the needs of the Regional Transportation Plan to transport Metrolink commuters between Riverside County and San Bernardino County, and the other to connect the two railroads for future Metrolink trains between Riverside and Perris. Please send your support for a regional Metrolink station at Highgrove to: R. A. "Barney" Barnett Editor Highgrove Happenings Newspaper Chmn.: Highgrove Municipal Advisory Council 474 Prospect Ave. Highgrove, Ca. 92507 (951) 683 4994 E-mail: highgrovenews@roadrunner.com Website: www.highgrovehappenings.net Shaded area cost taxpayers $8,625,000.00 just twocitmect the two 1 ! railroads but could also be used for a Regional Mstrolink Station I at the green X on the map. L_ __www0,_rrrYr0•••••••_w •w-- NO 1M MO 41111110110.10 war_w...r�— — moo_-01.000 ----- ——.__..._.__._..CENT00 at ER__,..ST 010 __�. _,, �0,0110 01/ Mb 77TTT /` I 1 1 �� � 1 j I 1 / 1 1 � , ,1 1 //„/ I 1 11 N / /I: . 1 , 1 I I FUTURN 1 ! 1 E 1 1 I /'�/ /+ EXPANSION ' I i 1 HIGHGRC}VE , N.T.S. METROLINK— • —�;,, (VILLA ST I STATION .P, ;af, ;:' 1 i ' fi ` 1 � i 1 I 1 i /t ,r, 1 ;, , , , , PROPOSED PARKING LOT �! :x 0004 `;; t.,, °4� ( i 1 I 1 APPROX. 725 SPACES ! ,' � .`fi �`+ rats' t;z>< : , .': i I I I 1 1 1 ' ! , 1 i 1 1 1 ! I 1 1 i 1 • J/I 3. t�. ;IJ.AY ', a4.. i ��ityp}iii s •t.,;4� ' �` . .r t x , I� EXISTING INDUSTRIAL WAREHOUSES 41011011001 Me .w__ww_____.._.__-_---•-11 -- 1 r.--=_--=—_— .—_r LI .__.005:Le------0400--.—__— 01. 4000•0.0 00 1 , 1 i 1 cx; 101 ic21 I 014 401010 T40 110 011111M 1 Highgrove Metrolink comments over the last eight years! Please look at the dates of the following statements: Excerpts prepared Jan. 14, 2010 (Not in sequence) Ann Mayer, current Executive Director RCTC: (Press Enterprise, Feb. 15, 2009) "We have to put stops where they will serve the most people". Marion Ashley, Riverside County Supervisor: (Letter, Oct. 14, 2009) "Over the course of more than a decade, the Riverside County Transportation Commission has considered and repeatedly rejected the request of Highgrove residents for Metrolink service." Bob Buster, Riverside County Supervisor: (Statement Oct. 11, 2006) "Highgrove is at the fulcrum, the pivot point of transportation between the 2 counties. You can not ignore the geographic reality that both the freeway and major rail lines and there is available land that will soon be snapped up for other uses. This is a key sight for the future of the Inland Empire" Bob Buster, Riverside County Supervisor: (Letter July 17, 2006) "Highgrove is the right place for a regional, intermodal station, at the junction of the main lines and the 215 freeway. Highgrove still has ample land and the community and Grand Terrace want the station ". Mary Crayton, RCTC Commissioner from Canyon Lake: (RCTC meeting Feb. 11, 2009) Stated that she "was not satisfied why Highgrove has not been considered and that they never went to Highgrove to look at the property ". She stated: "they should consider the property in Highgrove". Roger Berg, RCTC Commissioner from Beaumont: (RCTC meeting Feb. 11, 2009) "The Highgrove station may have some merit, more parking is needed and gridlock will only get worse". James Potts, RCTC Commissioner from San Jacinto: (RCTC meeting Feb. 11, 2009) "It is the right project for the right time and it would open up other areas where seniors could go instead of just driving locally ". Robin Low, RCTC Commissioner from Hemet: (RCTC meeting Feb. 11, 2009) "Recognized the amount of work that has been done on this project and said they need to revisit this idea". Jeff Stone, Riverside County Supervisor: (RCTC meeting Feb. 11, 2009) Was sympathetic to the concerns of those living near the track and said that the 1-215 is reaching capacity and that people need to get out of their cars, onto the tracks and to their destinations. Bill Emmerson. California State Assembly- Dist. 63: (Letter Aug. 14, 2006) "I am very supportive of bringing a Metrolink Station to Highgrove because I agree that it is an appropriate location to help solve traffic congestion for this fast growing area ". Mark Hanson, UCR Professor (emeritus): (Letter Feb. 22, 2009) "For us the "no brainer" aspect of the sitting decision comes down to which station could provide the greatest service to commuters of the region when the Metrolink trains come on line. That has to be Highgrove where one station could serve in three directions: San Bernardino, Riverside and the PVL ". University Neighborhood Association: (Letter Oct. 21, 2005) "Our meeting was standing room only and by a unanimous show of hands, we voted to support a train stop in Highgrove". (Four years later) University Neighborhood Association: (Letter Nov. 17, 2009) "Our community continues to support this concept because that location seems to offer greater overall flexibility. In addition to servicing Metrolink traffic from the PVL, the Highgrove station establishes services to existing Riverside and San Bernardino traffic, and opens opportunities to increase the number of potential riders through the expanded capacity and the flexibility to serve them ". Riverside Land Conservancy: (Letter Oct. 18, 2005) "At this time we see no objection to development of this parcel for such a Metrolink Station, but want you to be aware early on, that the development and any crossing of the Springbrook Arroyo should provide reasonable protection for the natural habitat and an undercrossing for the Regional Trail as well as habitat usage ". City of Loma Linda: (Letter Jan. 24, 2002) "This is to advise that the City Council at the regular meeting of Jan 22, unanimously supported your efforts and the Riverside County Service Area 126 Advisory Board's recommendation to the Riverside County Transportation Commission to site a Metrolink station stop in Highgrove". San Bernardino Sun Newspaper: (Article Dec. 31, 2006) "San Bernardino County Supervisor Dennis Hasnsberger believes there is enough demand for a Metrolink station in the Highgrove area. "It's a very worthwhile objective ", Hansberger said. "Unfortunately, the people in Riverside County who have jurisdiction have not shown a lot of interest. But we are willing to try to get that discussion going". City of Grand Terrace Resolution: (Passed unanimously Dec. 13, 2001) "NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Grand Terrace, does hereby recommend that the Riverside County Transportation Commission grant a Metrolink Station stop at Highgrove when planning for future track upgrading for Metrolink service on the San Jacinto Industrial Spur ". (Eight years later) City of Grand Terrace: (Letter Dec. 29. 2009) "The City of Grand Terrace continues to believe that a Metrolink stop in Highgrove would benefit the city and its residents ". Tony Petta, First Mayor of Grand Terrace 1978: (Letter June 23, 2006) "I encourage you and your staff to seriously consider building a Metrolink Station in Highgrove ". Tony Petta, Retired Grand Terrace Mayor: (Public comments Dec. 11, 2009) "It's absolutely favorable to our community" Hugh J. Grant: Former Chairman San Bernardino L. A. F. C. 0., Former S. A. N. B. A. G. and Omnitrans Boards: (Letter June 21, 2006) "I have become aware of the important need to situate a Metrolink stop in our neighboring community of Highgrove, in Riverside County. Due to the fact that the nearest stops at this time are in San Bernardino and Riverside, servicing the transportation needs for the large population in between, with valid predictions of sizable increases in the near future, seem to me to be self- evident". Southern California Association of Governments (S. C. A. G.): (Aug. 30, 2007) "In the latest State of the Region Report, Southern California received an "F" for transportation mobility. The region has been the most congested in the country for the past two decades ". JoAnn Johnson Manager Grand Terrace Senior Center: (Letter Feb. 23, 2009) "I strongly support a Metrolink Station in Highgrove and I know that many others in Grand Terrace do also ". William A. Shopoff, The Shopoff Group: (letter Feb. 23, 2009) "Since Highgrove is a natural railroad junction point where two railroad lines meet between Riverside and San Bernardino, a commuter train stop in Highgrove would benefit the entire region. This location is only /2 mile east of the congested I-215 Freeway that has exits at Center Street. It is also only about one mile northeast of the new $381 million dollar 60/91/215 interchange that was just completed, and about 3 miles south of the 1-215/1-10 interchange. Both major interchanges are between Riverside and San Bernardino and the Highgrove location is also between Riverside and San Bernardino ". Anthony Mize, Builder: (Letter Feb. 24, 2009) "It is our opinion that the junction point of the Metrolink train traffic between the City of Riverside and the City of San Bernardino and the Perris Valley Line is a very logical location for a new station. In this day of "NIMBY" on just about everything, it would seem to us that if a community wants to work together to revitalize itself by embracing something like this then RCTC should give it careful, thoughtful consideration" . Kirk Wallace, Builder: (Letter Oct. 21, 2009) "We feel this station would be very beneficial to the community not only because of the established residents but with the future development that will impact the area of Highgrove". Bobbie Kay Forbes, Terra Loma Real Estate: (Letter Feb. 25, 2009) "As a local Realtor 1 believe the area would benefit having a Metrolink Station in Highgrove. There are many people in our community that use the Metrolink a few times a week to get to LA for work When I am showing property to people from out of the area they will ask about the location of Metrolink stations. And as more people in the area are financially stressed by the economy and the price of commuting they will be more encouraged to use Metrolink f it is closer to home ". Byron Matteson 14 year Mayor of Grand Terrace: (Letter June 23, 2006) "I think the commuter trains will gain even more popularity in the near future as our area continues to experience rapid growth and our freeway systems become more and more congested. Proper planning is essential in being able to handle these future transportation needs and I hope the new Highgrove Station will be approved soon, to help alleviate some of these ongoing traffic problems ". Highgrove CSA 126 Resolution: (Nov. 27, 2001) "Highgrove community adopted a 15 point resolution outlining the benefits of a Metrolink station stop in Highgrove". Highgrove Project Area Committee: (Petition Jan. 8, 2002) "The Project Area Committee (P. A. C.), for the redevelopment of the Highgrove area, hereby submits this recommendation that a Metrolink Station stop be implemented at Highgrove when the tracks are upgraded for commuter service on the San Jacinto branch ". Robert and Nancy Rice, Retired Highgrove residents: (Letter Feb. 20, 2009) "We are in our Seventies, and don't like to drive very far. With a station near home, we could go, go, go, and not have to worry about traffic ". George Saunders, commuter from Grand Terrace to Orange County for 7 years: (Letter Feb. 20, 2009. "With the ever expanding usage of the train it has become increasingly difficult to get to, and to find parking at Downtown Riverside station. An additional stop on the route between Riverside and San Bernardino would be helpful ". William H. Addington, Civil Engineer since 1975 -Retired: (Public comments Dec. 11, 2009) " It is really important to Grand Terrace, Loma Linda and Highgrove to have a station. The opportunity is there now and ifpassed by, it won't be available. The site is well located and the problems could be mitigated with good engineering. This is the time to act! " We also have additional letters of support from: Terry and Lori Carlstrom, G. T. 2-23-2009 James Lasby, Highland 2-20-2009 Ron and Cynthia Cruz, Highgrove 2-26-2009 Melanie Zimmermann, Highgrove 2-23-2009 Barbara McCoy, Highgrove 2-231009 Ardie Barnett, Highgrove 2-26-2009 Ron and Geri Barnett, G. T. The above information does not include residents who have signed the circulated petition for a Highgrove station nor does it include names of those who signed the on-line petition on the web site: www.highgrovehappenings.net Our requests consist of 3 items: 1. Build a Metrolink station stop next to the BNSF main line at Highgrove. 2. Build the Highgrove station first. 3. Name the station "Highgrove". SUPERVISOR MARION ASHLEY FIFTH DISTRICT October 14, 2009 The Honorable Bob Magee, Chairman Riverside County Transportation Commission 4080 Lemon St., 3rd Floor Riverside, CA 92520 Dear Chairman Magee: I am enclosing recent correspondence which I have received from a number of residents in the Highgrove community regarding ROTC's future Metrolink plans. Over the course of more than a decade, the Riverside County Transportation Commission has considered and repeatedly rejected the request of Highgrove residents for Metrolink service... Most recently, the Commission spent considerable amounts of time and money to identify potential hurdles to constructing a station in the area. My goal is to ensure that the residents of Highgrove's receive a fair hearing and careful consideration of their desire for infrastructure investment in their community and the provision of public transit service. I am requesting that the Perris Valley Line Ad Hoc Committee schedule a meeting within the next few months to review the history of the Commission's actions regarding Highgrove from the day it was first mentioned. During the past few years we have seen new members join RCTC and some of the decisions predate my tenure as a County Supervisor. As we embark on the investment of the Perris Valley Line, I want to ensure that we are making prudent investments with Measure A and federal dollars. While I believe that the Commission has made wise decisions up to this point, we need to continue to challenge ourselves to accomplish more and improve. With that thinking in mind, I hope that we can revisit Highgrove's issues once again. If we can't provide a station and direct rail service to the community, I want our Commissioners to clearly understand the reasons which will only make our project better. On the other hand, if there is way to provide additional transit (either bus or rail) service to Highgrove, this could be an important opportunity to consider it. Most importantly, I want to come away from this effort with a cooperative relationship with the Highgrove community. I would hope that Mr. Barnett could attend the ad hoc meeting with a few of his neighbors so they can interact with our committee members and staff, express their interests and concerns, and then accurately report on the matter with the rest of the community. Thank you for your consideration of this request. Very truly yours, Marion Ashley Riverside County Supervisor, 5th District Cc: Bob Buster, Vice-Chari, Riverside County Transportation Commission: Barney Barnett, Chairman, Highgrove Community Council R. A. Barnett, Chairman Highgrove Area Redevelopment 474 Prospect Avenue Highgrove, CA 92507 Re: Metrolink Station in Highgrove Dear Mr. Barnett: Thank you for the opportunity to review your proposed Metrolink station stop in Highgrove. The Transit Coalition (TTC) is an organization that works to improve public transportation and mobility in conjunction with land use planning in Southern California. We have noted that it is within the coalition's interest and mission that a station stop be placed in the Highgrove area given the local support. We have posted a conceptual rendering of the Highgrove Metrolink station with a link to your video presentation to the Riverside County Transportation Commission on our "A Better Inland Empire" Project Web Site: http://www.thetransitcoalition.us/a better inland empire/images/pdf/PVL-Rail-highgrove.pdf http://www.thetransitcoalition.us/a better inland empire/proj coachellatrainssta.html As an organization that works to improve public transportation and mobility in conjunction with land use planning, we appreciate your advocacy for better public transportation in Highgrove and thank you for your support. Please feel free to use our maps as part of your work. Please keep us updated of the status of your campaign. Sincerely, Nicholas Ventrone, Community Engagement Director The Transit Coalition www.transitcoalition.org RESOLUTION NO. 2001- 28 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GRAND TERRACE, CALIFORNIA, RECOMMENDING THAT THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION GRANT A METROLINK STATION STOP AT HIGHGROVE WHEREAS, Highgrove needs a Metrolink Station Stop; and WHEREAS, Highgrove is already a railroad junction point connected to the BNSF Main line; and WHEREAS, a railroad signal bridge is already functional to allow trains to enter or depart from the San Jacinto Industrial Spur onto the BNSF railroad that already has Metrolink service; and WHEREAS, the track and right of way are already owned by the Riverside County Transportation Commission between San Jacinto and Highgrove; and WHEREAS, the distance of the- existing track between Marlborough Ave. and Highgrove is only one and one half miles of straight track; and WHEREAS, track upgrading would be more, economical to go from Marlborough Ave. to Highgrove rather than from Marlborough onto the SP/UP Railroad and then to Riverside and WHEREAS, the Riverside County Transportation Commission would have to purchase the SP/UP track instead of using track they already own; and WHEREAS, the SP/UP track is also in need of upgrading and has many more curves than going straight to Highgrove; and WHEREAS, Metrolink trains coming into Highgrove could proceed eastward to San Bernardino without going into Riverside and WHEREAS, the San Bernardino Metrolink Station currently has commuter service into the greater Los Angeles area; and WHEREAS, westward trains could also proceed from Highgrove into Riverside and points beyond; and WHEREAS, the San Bernardino and Riverside Metrolink parking lots are near capacity and WHEREAS, Highgrove is approximately half way between San Bernardino and Riverside; and WHEREAS, vacant land adjacent to the track is already owned by the Riverside County Transportation Commission and could be used for parking at Highgrove; and WHEREAS, a Metrolink stop in Highgrove would also be the closest access for commuters from Grand Terrace, Loma Linda and the 1520 new homes to be constructed in Pigeon pass plus other proposed residential development; NOW. THEREFORE, BE IT RESOLVED that the City Council of the City of Grand Terrace, does hereby recommend that the Riverside County Transportation Commission grant a Metrolink Station stop at Highgrove when planning for future track upgrading for Metrolink service on the San Jacinto Industrial Spur. PASSED. APPROVED AND ADOPTED this 131h day of December, 2001. Mayor of the City of Grand Terrace ATTEST: Vj3cenievLA ,a City Clerk of the City of and Terrace I BRENDA STANFILL, City Clerk of the City of Grand Terrace, do hereby certify that Resolution No. 2001-28 was introduced and adopted at a regular meeting of the City Council of the City of Grand Terrace held on the 13th day of December, 2001, by the following vote: AYES: Councilmember's, Hilkey, Larkin and Ferre: Mayor Pro Tem Garcia and Mayer Buchanan NOES: None ABSENT: None ABSTAIN: None Approved - to form: City Attorney 2 Brenda Stanfill, City Cie PETITION The N holee.t Ana Connn.i Ltee (P . A. C. I ion th e nedeveeop ment oL •the HLghgnove ak ea, hvyueby aubnu to .th .i.e neeotmnendatLon .th at a M¢w/ti. nle a t atc.on atop be. .unp.eemented at H.ighgnove when the .tn.aeke ant upg naded bon eommu .ten. Aen.v.ice on .the San Jac.i.nto bunch. . The PAC bee.ieve.a :the MetAo.ei.nk Atop in H.ighg nove .iz n4444 4 to en6w.e adequate .tn an .epoM.ta .t .i .on to acevtnnieddte butwe gwu k w thin oaa nedeveeopment boundan ,iee ,that pneaentey i,a .tuxa,i .ng o un. bonne) at/w.6 gn ove a .into neaident at and .induaatitiae pnope7tti ea . (fi , lrr--._ R.A. BanneLt ?.um Va nieteon { Venib Kid L4 Ada m 0nneea.e 7 ..6i497., Beatu .ce E.tchLaon Ptootg- City Of Loma Linda 25541 Barton Road, Loma Linda, California 92354-3160 • (909) 799-2800 • FAX (909) 799-2890 Sister City — Manipal, Karnataka, India January 24, 2002 R. A. Barnett, Chairman Highgrove Area Redevelopment 474 Prospect Avenue Highgrove, CA 92507 Dear Mr. Barnett: Subject: Metrolink Station Stop In Highgrove This is to advise that the City Council, at the regular meeting of January 22, unanimously supported your efforts and the Riverside County Service Area 126 Advisory • Board's recommendation to the Riverside County Transportation Commission to site a Metrolink station stop in Highgrove. Councilman Christman serves as president of the SANBAG Board and noted that Board's interest in a station stop in Highgrove. Please keep us apprised of the status of the project. Sincerely, • Pamela Byrnes-O'Cainb City Clerk Recycled paper i'ATL= CAPITOL 130X 942849 SACRAMENTO, CA 94249-0063 (`)10) :319-2063 1 4X la, ' 6) 319-2163 I CIS IRICT OFFICE 1000 11'Cx)'I HILL BLVD.. SUITE 325 I IANCHU CUCAMONGA. CA 91730 (409) 466-9096 FAX 1909) 466-9892 August 14, 2006 R.A. "Barney" Barnett 474 Prospect Ave. Highgrove, CA 92507 Dear Mr. Barnett: ckis,ezab1u (CaL'ifiirxtia 1.11ristaturr BILL EMMERSON ASSEMBLYMEMBER, SIXTY-THIRD DI T)R4C1 - STANDING COMMITTEES LOCAL GOVERNMENT, VICE C) -L I i APPROPRIATIONS WATER, PARKS AND WILDLIFE I want to thank you for providing me with"niformation on the Highgrove Metrolink Station. I am very supportive of bringing a Metrolink Station to Highgrove because I agree that it is an appropriate location to help solve traffic congestion for this fast growing area. 1 appreciate all of your efforts in this matter. Please contact me at my District or Capitol office to advise me on how I may assist you to ensure that this Metrolink Station is built. Sincerely, BILL EMMERSON Assemblyman, 63"i District BE/tt Ardie Barnett From: Buster, Bob [BBUSTER©rcbos.org] Sent: Monday, July 17, 2006 3:13 PM To: Robert Phillips Subject: RE: METROLINK Mr. Phillips: The second part of my proposal, which l will spell out in another op-ed soon. is to provide Perris -Riverside commuter service for the next five to ten years by Bus Rapid Transit or BRT. These are the high-tech, high- speed, attractive coaches that are jammed with commuters now on Wilshire and Ventura boulevards in L.A. and San Fernando Valley. Separate lanes next to the median on the 215 Freeway here are already planned to be constructed, which BRT can use. BRT is completely flexible as to routes and schedules and operates at less than half the cost of Metrolink trains. BRT improvements on a Perris Line cost only 310 million. BRT obviously has minimal noise or safety problems for existing communities. If BRT takes University Ave. or Martin Luther King off the freeway to go to the Downtown Metrolink Station, it will serve UCR much better. Train service on the Perris Line should not be started until grade separations are in place in the highest priority Riverside and all grade crossing in the University and Hunter Park areas. Indeed, this line should be completely rethought as a San Bernardino -Riverside -Perris (with side service to Hemet -San Jacinto) -Temecula mass transit corridor. BRT can serve it best first. Train service would commence only when, hopefully. two-way ridership justifies it and grade separations and other noise reduction and safety improvements are in place. Rather than luring future residents to live in the mid -county and attempt 100 minute to 130 minute commutes each way to Orange County and L.A., we should be reinforcing our own inland area transportation to provide closer local trips to work. That would also cancel any need for stations in the already cramped University and Hunter Park areas. where impacts on existing neighborhoods will be severe. Highgrove is the right place for a regional, intermodal station, at the junction of the main rail lines and 215 Freeway. Highgrove still has ample land and the community and Grand Terrace want the station. I've been meeting with every City of Riverside Councilmember, the Chambers of Commerce, UC Riverside reps. from the Chancellor's Office, and our State Assemblymen and Senators about my proposal. I've still got a few left to talk to. but, so far. everyone is very favorable. Getting Mayor Loveridge and Supervisors Tavaglione and Ashley "on board" is important. I think it's possible to build enough support to turn Mr. Haley around and then go and lobby our Congressional reps. (Calvert mainly) to make some sense of how ample federal transportation dollars are spent here. Your writing the Mayor. both Supervisors, and Cong. Calvert to tell them what you told me will help a great deal. Bob Buster. Supv.. 1st District Supervisor Bob Buster's comments 10-11-2006 "A defacto decision has been made here apparently that has not been discussed by the commission and we are the policy body". "Highgrove is at the fulcrum, the pivot point of transportation between the 2 counties. You can not ignore the geographic reality that both the freeway and major rail lines and there is available land that will soon be snapped up for other uses". "This is a key sight for the future of the Inland Empire" Supervisor Marion Ashley's comments 10-11-2006 "Logically there should be a Metrolink stop in the Highgrove area for a lot of reasons but it is not just that simple. That doesn't mean that the residents can't continue to pursue this until we come up with some solution that will please as many people as possible but we need the cooperation of San Bernardino County in order to do this. Direct staff to arrange a tour of the Perris Valley Line and look at the Highgrove sight" Eric Haley's comments 10-11-2006 "Recognize that it (a Highgrove station) would trigger an $85 million dollar obligation to build the Colton crossing". "There are complicated legal issues, complicated timing issues very complicated cost negotiations that have never been seriously addressed by our San Bernardino neighbors" THIS MESSAGE IS BEING SENT ON BEHALF OF ERIC HALEY. A hard copy of this letter will be included with your agenda packet. Dear Commissioners: During our September retreat in La Quinta, staff was directed to set up a tour of the proposed Perris Valley Line project. The tour would give Commissioners an opportunity to see the proposed line on a first-hand basis and to also visit the locations of proposed stations. The best way to travel the rail line is through a Hy -Rail vehicle, which is an SUV that is equipped with steel wheels that allows it to travel on the actual rail line. By traveling in this type of vehicle, you will be able to travel the line much like a Metrolink car would. Hy -Rail vehicles are owned by the railroads and Metrolink and obtain access to one takes time to reserve. After a few weeks of working with the railroad, staff has been able to secure the availability of two Hy -Rail vehicles for Tuesday, November 28. The tour will begin with breakfast and a brief presentation at RCTC's offices at 8:15 a.m. We will then drive to the Highgrove area for the Hy -Rail part of the tour. Space is limited so please call Jennifer Harmon to reserve a place on the tour as quickly as possible. We are also aware that this last week of November is an especially busy one with Committee meetings scheduled for the 27th and our special workshop on the 30th. For that reason, we will also schedule another Hy -Rail tour in the future, but thought it would be important to offer this one as soon as the vehicles were made available Thank you for your interest in the Perris Valley Line project. Please contact me if you have any questions regarding the tour. Sincerely, Eric Haley Executive Director RIVERSIDE COUNTY TRANSPORTATION COMMISSION www.rctc.org WORKSHOP AGE QLt ---�- *Actions may be taker nitem listed on the agenda 9:00 a.m. Friday, September 15, 2006 MEETING ROOM Embassy Suites Hotel La Quinta 50-777 Santa Rosa Plaza, La Quinta In compliance with the Americans with Disabilities Act and Government Code Section 54954.2, if you need special assistance to participate in a Commission meeting, please contact the Clerk of the Board at (951) 787-7141. Notification of at /east 48 hours prior to meeting time will assist staff in assuring that reasonable arrangements can be made to provide accessibility at the meeting. 9:00 - 9:15 a.m. WELCOME AND WORKSHOP OVERVIEW Marion Ashley, Chair Eric Haley, Executive Director 9:15 - 9:45 a.m. BOTTOM LINE REPORT ON GOODS MOVEMENT Stephanie Wiggins, Regional Programs Director This item is for the Commission to: 1) Receive and file the presentation of the RCTC Goods Movement Bottom Line Report; 2) Approve the Southern California National Gateway Memorandum of Understanding (MOU) No. 07-67-041-00; and 3) Authorize the Chair, pursuant to legal counsel review, to execute the MOU on behalf of the Commission. 9:45 - 10:30 a.m. GRADE CROSSING FUNDING STRATEGY Stephanie Wiggins, Regional Programs Director 10:30 - 10:45 a.m. BREAK 10:45 - 11:15 a.m. PERRIS VALLEY LINE PROJECT UPDATE Stephanie Wiggins, Regional Programs Director hn Standiford, Public Affairs Director Sun, The (San Bernardino, CA) December 31, 2006 Section: News Wanted: New Metrolink station Stephen Wall, Staff Writer R.A. "Barney" Barnett thinks he has a solution to clear up some of the traffic mess on local freeways. The 68 -year -old is leading an effort to build a Metrolink station just south of Grand Terrace. Barnett is pushing transportation officials in San Bernardino and Riverside counties to make the project a priority. The biggest obstacle, he says, is finding someone to buy about 35 acres of vacant land to build the station. More than 2,000 homes are slated to be built starting next spring in Highgrove, an unincorporated Riverside County area bordering Grand Terrace that Barnett has called home since 1947. "All this development is going to bring a lot of traffic to Highgrove," said Barnett, who publishes the Highgrove Happenings monthly newspaper with his wife, Ardie. "If we don't do something, the whole area is going to be jammed." But Riverside County transportation authorities question if there would be enough riders to warrant a station. "We're doing a thorough analysis to determine if it's feasible," said John Standiford, spokesman for the Riverside County Transportation Commission. "If only a few people are going to ride it, it's not worth the investment." The commission on Jan. 10 is scheduled to hear a report on the feasibility of a station. In addition, San Bernardino Associated Governments' Commuter Rail Committee is expected to discuss the project on Jan. 18. Barnett said there are now 48 Metrolink trains a week that pass through Highgrove between Riverside and San Bernardino on the Inland Empire -Orange County line. The proposed stop is seven miles from the Metrolink station in San Bernardino and 3.5 miles from the Riverside station, he said. Standiford said he doesn't know if the land proposed by Barnett is for sale. The pie -shaped parcel, which is owned by a land trust, is bordered on two sides by different sets of railroad tracks. Barnett said the site is large enough for shops and restaurants to serve rail commuters getting on and off trains. Bus riders would have close access to the station from a route that goes through Highgrove between Riverside and Loma Linda, he said. Barnett has received support from elected officials in Grand Terrace and Loma Linda. Both cities have passed resolutions in favor of the station. "If it does anything to alleviate traffic on the freeways, I think that's a good thing," said Grand Terrace Mayor Maryetta Ferre. San Bernardino County Supervisor Dennis Hansberger believes there is enough demand for a Metrolink station in the Highgrove area. "It's a very worthwhile objective," Hansberger said. "Unfortunately, the people in Riverside County who have jurisdiction have not shown a lot of interest. But we're willing to try to get that discussion going." Proposed Metrolink station Hignsyvver togiacnt H.A. Eiut+t Barnett m Ittedetg art otto+t to NW a Matorit eel OA south of Greed Terrace. Contact writer Stephen Wall at (909) 386-3916 or via e-mail at stephen.wall@sbsun.com. (c) 2006 The Sun. All rights reserved. Reproduced with the permission of Media NewsGroup, Inc. by NewsBank, Inc. Likati1 %Wert, d&R.a7.NKi 8oirnw114 CA►LIPORNI . i iii, uto-inarit i"crywm y tiaaVreer:ir-`;.A2i Lraat:nr Veleter ,-.1441 or _ -144' 0,8101440.xa d-A,iY D,U�_c a, .v 1, a� , M, drrdeaa rata the pew ervinum 4 oven rev sdrmnng rcr alenniy, v, v. and :are , ,��• �Y ri7v q ram and n'dantit enreai spinnes, runaniI lauds, and ax:W:-Aan,ia7ve area +Oray.igi,art,i v ialavuiStow rern Cur viii: .uctiYi.`St 341 i CadderWilikCy 40'95lkt +34i Mt. itivar t:� 92501 (49i)7'ti0 670 Fns(93t)MC-0,679 i1411-0RNi Y.VAS Iitak-,fFYii& Oioaaitar10411 Schnian=iiYi (s)(3) Oc_tot r 18, 2005 Eric; Haley,. '�~. R7aia)'di 1 Manager ff .ivwsirtdc Count` Transporttaion Co finis io rn P.O. Box 12008- h iiim fide, CA 925'62 • tr Mr. Haley, 'The Rivwside Land Conservancy (RLC) is aware that there is interest and discussions on potential tial development of a _Highgrov►elMettolnik to ran on a 35 acre triangular r par -.741 of open lai4 jug nixth of Ca Ski, sv4t,�i*e the Riverside -City iiQidi3 ad ouent to the cornaia lety of Higbgrove. This -parcel is bisected by the Sprrngbrook Wash yo; any devetopment%r-this-purpose woarid ul st =ninny- crossioa of the arroyo with a rail spurpedestrian crossing from a parkimat area arxiior new sweet access: E LITC writing to make you aware of extensive planning aid coordination efforts the. RLC has been doing with the City of Riverside, iV iiie County, the Department .of Fish. and Game, ,ao . ethers m preserving the Sprybrook Arroyo for long tetm fteri Space Habitat istaii Regional' Trail uses.. At this time, we sec no objection to development of this pare i.tr such a Matzoth:* Station, but want you to be aware early on, that the elevelopment and any crossings of the Springbrook Arroyo should ccrovide reasonable protection of the natural habitat and ao =der- crosain_g for the Regional Trail as well as !br habitat image_ haaii"s yr for your a cciiukieratjon. S ly, •fir l �- ,� Leif,' fl ` Nelson Siu ghlrook T*saaail Subeoriarnittec Chairman /7' / Jim Mock, PMSident Riverside r PTY/ Con-servarry cc: Ken Cutiermmz, City of Riverside Planning Director November 9, 2006 Highgrove Metro Link Station Riverside County Transportation Commission 4080 Lemon St. Riverside, CA 92502 Attn: Chairman Marion Ashley San Bernardino Associated Governments 1170W 3rd St. San Bernardino, CA Attn: Chairman Dennis Hansburger Dear Gentlemen: I WOULD LIKE TO HAVE REPRESENTATION • 1 attended my first Riverside County Transportation Commission meeting on November 9, 2006 and I was so impressed will how really large the board was. It shows how large of a county Riverside is. And how many people live here, with just one person to represent all the cities they really have a big reasonability. As I was waiting for my time to address the Riverside County Transportation Commission on the subject of supporting a Metro Link Station in Highgrove I was able to observe them in action. Very interesting, but I have some concerns that "with some of the commissioners, they were not listening to our voice. My biggest concern was with Mr. Eric Hayley. I have never met this man or even heard him speak but he made me think, why is he .so against this? Is he mad at someone, or something? It seemed like he wants to shut this idea down with out even trying to view the possibilities. I know I sound like a broken record, but this Metro Link Station is just too big of a good idea just to toss out. We all know its going to cost a lot of money and why worry about who owns the land at this point. It really needs to be looked into 5etiously and with out bias.. Riverside and San Bernardino are growing too much to fa5t and jU5t putting this on the back burner and let this pass by will not help the public transportation issues. The out come of this issue was that the Riverside County Transportation Commission will meet with the San Bernardino Associated Governments. To represent the people from Riverside County on this matter is to be Eric Hayley, after hearing him speak, seeing his actions I'm afraid that he is not informed enough to present this issue unbiased and will not speak seriously about it. So I am asking that you please invite Mr. Barney Barnett of Highgrove, to speak about the Highgrove Metro Link Station to the San Bernardino Associated Government when they meet with the Riverside County Transportation Commission and to all future meeting. By doing this Mr. Barney Barnett can answer questions and keep other supportive groups informed. Sincerely, Melanie R Zimmermann cc: RCTC Executive Director', Eric Haley SANBAG Executive Director, Tony Grasso SANBAG Grand Terrace Representative, Bea Cortes SANBAG Lorna Linda Representative, Robert Christman SANBAG Colton 'Representative, Deirdre Bennett MRS .MEIANIE ZIMMERMANN 411 MICHIGAN AVE. HIGHGROVE. CA 507 Uni trsity Neilahborhood Association Wail y Earls, Co -Chi p..0d Eiox 55543 Riverside, Ca. 92517 March 15th, 2005 Mernn To: Riverside County Transportation Commission, Riverside County Supervisors, Riverside City Council, City Aanager and Planning Director, all other interested parties From Wendy Ends, UNA Co -Chair Re: Location- of -proposed new Metro Link -Station in Ward One of kciverside, for Perris' Valley Line Project Thi& is to again inform you, that the membershlp.of the University Neigihhorhood Association, acting upon the greatly researched recommendation of t' standing advisory committee on trains, has by an overwhelming majority vete decided to officially oppose the placement of either of the two proposed new metro Link stations in our residential University. Heights/University Mills neighborhood, at either proposed location, on the corner of Spruce. Street and Watkins Drive , or on Watkins Drive at Valenta H111. -In -addition,. we_wish..to inform you that we instead support placing the location of a new Metro Link Sts ;son in Highgrove (if one should be ever be built anywhere nearby our neighborhood), to tierve UCR, and the surrounding area comprising both wards one rid two, and the city's sphere of influcence in nearby locations. Barney Barnett.has identified a prinne site-. on a roughly 35 acre parcel that is already appropriately -zoned, and is developable land without the multitude of insurmountable obstacles that -exist In our neighborhood UCR can run it's Highianoer Hauler the roughly two miles to and from the site daily, as it currently. does to the downtown Metro Link station, and "claim" -the station -as its oozed. Cali it the UCR-North Riverside Station. Barney Barnett, member of UNA. train Committee, has been appointed our official representative on this ass e of potential new station- location,,.. as he is an expert on it, and has full awareness and understanding of our overwhelming concerns -and opposition to placement of a staTion anywhere in ourneighborhd. He is our spokesman to ail officai :parties on the subject of the proposed new Metro Link Station location in ilighgrotve, which we support. Please give his plan and hi$ suggestions your full attontion and all. dui consideration. This letter does not in any way imply any support by our membership of the Metro Link Perris Valley Line Extension Po ujext, Bay lay% Has already s'poken to most of you, but you `ma -y reach him by phone at (9 583-4494, by FAX at (951) 683-7258, and by email at hg rovenewsOad 1phia.net: UNA University Neighborhood Association October 21, 2005 John Standiford. Riverside County Transportation Commission 4060 Lemon St. 3rd Floor Riverside CA 92502-2208 Dear Mr. Standiford: RE: Perris Valley Line I am writing to update you on the results of a discussion about Metrolink at our October 13th meeting. As you know, there is a great deal of interest about the locations of the Metrolink train stops planned for our area. While there is great community support for high quality public mass transit, there is also a growing resistance to having a stop at UCR on Watkins Dr. We believe a better location for a second stop would be in Highgrove where there is more room for parking and would provide a significantly smaller impact to existing residential areas. Our meeting was standing room only and by a unanimous show of hands, we voted to support a train stop in Highgrove. We remain committed to the Perris Valley Line setting the standard for a workable transportation solution and to enhancing our community's assets. I offer this feedback for your consideration. Sincerely, Gurumantra Khalsa Co Chair UNA 4108 Watkins Dr. Riverside, CA 92507-4701 951-784-7500 June 23, 2006 Supervisor Marion Ashley Chairman Riverside County Transportation Commission 4080 Lemon St. Riverside, Ca. 92502 'Dear Supervisor Ashley, Renewed interest in a Jfighgrove Metrolink station has again come to our attention here in Grand Terrace. It has been several -years since our Grand Terrace City Council_ first endorsed the location in .51lighgrove for a station stop and the new week -end trains are a very welcome addition. Metrolink stop in J-lighgrove wouldprevent us from having to drive to San Bernardino or 'Riverside to board the commuter trains and the idea of being able to ride to San Bernardino for additional destin ations between San Bernardino andt.Cos .Angeles or to Riverside, Orange County, or the beach, from nearby 3ighgrove, is a benefit that will be appreciated by many of the residents of our city. It would also help alleviate some of the anticipated traffic problems through GrandTerrace associatedwith the new homes to be built in the Spring Jvlountain Ranch Project. I have been very active in the City of Grand -Terrace and first served as Mayor Pro 'hem in 1980 and 1981. In 1982 I was elected Mayor of Grand -Terrace and served consecutive terms as Mayor for the next 14 years until 1996. I think the commuter trains wiffgain even more popularity in the near future as our area continues to experience rapidgrowth and our freeway systems become more and more congested. Proper planning is essential in being able to handle these future transportation needs andI hope the new a-fighgrove Station will be approved -soon, to help alleviate some of these ongoing traffic problems. Sincerely yours, 1 Byron Matteson 121s5 Michigan .Ave. Grand Terrace, Ca. 92313 (909) 783 1353 June 23, 2006 `Nir. Eric :1-14 ley ROTC 4080 Lemon St. Riverside, Ca. 92502 Ref 3-fighgrove :Metrolink Station 'Dear 'Mr. J-laley, As the first .Mayor in the City of GrcindTerrace back in 19781 have seen a lot of changes andi have watched our city grow and - continue to be a desirable residential community. -With allof the growth that has happened since then, we too are feeling the impact of more vehicle traffic on our busy streets. The idea of having 3vietrolink service nearby will be a great asset to the residents of GrandTerrace. There is an ideal location nearby in 3-fighgrove that would accommodate riders from Grand Terrace, the current 3-lighgrove residents, and the future ones coming in the new housing developments. We were also happy to hear that there will be additional -week end trains added next month but commuter trains that pass by this Location each day without stopping is not in the best interest of the residents of the entire area who want this service. 1" encourage you and your staff to seriously consider building a .tletrolink Station in 3-lighgrove. 'Thank you very much, 01- C eta Tony 11875 Eton Grand Terrace, Ca. 92313 (909) 783 0658 {ri Bt uE MUA{EiFi (!;° GRAtHD TERRACE (AilfO1NIA 22795 Barton Road Grand Terrace California 92313-5295 Civic Center (909)824-6621 Fax (909)783-7629 Fax (909) 783-2600 Maryetta Ferre Mayor Lee Ann Garcia Mayor Pro Tempore Council Members Bea Cortes Jim T. Miller Dan Buchanan Thomas J. Schwab City Manager March 15, 2007 Tony Grasso, Executive Director SANBAG 472 N. Arrowhead San Bernardino, CA 92401 Dear Mr. Grasso: Re: SCAG's request to study the proposed Metrolink Station in Highgrove before SANBAG makes their decision. Dear Mr. Grasso: Grand Terrace is very interested in the proposed Highgrove Metrolink Station. It is my understanding that SCAG has requested SANBAG to wait on making a decision regarding the Highgrove Metrolink Station until they have had time to do a regional study on the issue. It would be our hope that SANBAG would grant SCAG's request. Thank you for your consideration. Sincerely, Maryetta Ferre Mayor, Grand Terrace xc: Barney Barnett June 21, 2006 Eric Haley Executive Director Riverside County Transportation Commission 4080 Lemon Street Riverside, CA 92502-2208 Dear Eric: You may or may not remember me from the distant past, so I will re -introduce myself I am Hugh J. Grant, a resident of Grand Terrace, California. I served on the City Council of our Community, beginning as a Charter member, for fourteen years, from 1978 to 1992, with four years tucked in there as Mayor, from 1980 to 1984. I finally decided to retire from the Council at the completion of my final term, due to the location of my new employment position. I represented Grand Terrace on the SanBag and Omnitrans Boards for many years, as well as San Bernardino County LAFCO as the Chairman. I have become aware of the important need to situate a Metrolink stop in our neighboring community of Highgrove, in Riverside County. Due to the fact that the nearest stops at this time are in San Bernardino and Riverside, servicing the transportation needs for the large population in between, with valid predictions of sizable increases in the near future, seem to me to be self-evident. I therefore respectfully request that you and the Riverside County Transportation Commission seriously consider a viable solution to the transportation needs of the people of Highgrove, Grand Terrace, Loma Linda, and the surrounding areas, a Metrolink Station stop in Highgrove, California. Sincerely, Hugh J. Grant 22560 Eton Drive Grand Terrace, CA 92313-5133 909 783-1067 hughjgrant@sbcglobal.net / Cc: R.A. "Barney" Barnett rage 1011 From: Steve Berry <SBERRY fgrandter ace.org> To: <swiggins1rcts.org> Cc: <ardiebame@aoi.com> Sent: Thursday, May 15, 20031:25PM Attach: Steve Berry.vcf - Subject: San Jacinto Branchline Corridor Study Thank you for roviditg the information concerning the proposed alternatives for the San: Jacinto Branchline. The City of Grand Terrace would like to see a Metrolink station built closer to Highgrove that will service our 12,500 residents, Loma Linda's 40,000 residents and the expected new :growth in Highgrove. Although we are in a different count -=-it is important that we take a 360 degree look when it comes to transportation issues. Steve Berry Assistant City Manager City of Grand Terrace 909-430-2226 909-783-7629 FAX . 5/20/03 Mr. R.A. "Barney" Arnett 474 Prospect Ave. Highgrove, CA 92507 Dear Mr.33,rnett, May 28, 2001 We spoke by phone a few weeks ago, and you suggested that I write a letter to you regarding my thoughts on the proposed Metrolink Park and Ride stop in Highgrove which I was delighted to read about in your column in the Highgrove Happenings Newsletter for May. I work in North Hollywood. My commute is as follows: I drive from my home in Grand Terrace to the Metrolink Station in Riverside (sometimes to San Bernardino). I ride to Los Angeles and then transfer to the Metro Red Line to the North Hollywood terminus where I then transfer to a bus to complete my journey. The time spent commuting is usually 2 - 2.5 hours. A Metrolink Station in Highgrove would certainly ease my commute. I have a few suggestions regarding it: 1. It should be a courtesy service extension of the Riverside and San Bernardino lines. That is, much like the "feeder" service to Glendale and Burbank from Los Angeles, it should not be a separate fee from the ticket / pass purchased to ride those lines. 2. Metrolink should consider working with the San Bernardino and Riverside County Transportation Authorities to market the addition as new service between the two cities. As such, I would suggest adding a station stop in the Colton shopping area too. 3. Service needs to be as frequent as possible; not just tied to the Inland Empire - Orange County Line Schedule. A train that can shuttle in - between would be ideal, perhaps running once an hour.. Done properly, this would not only be great for those of us living in the Highgrove area, but for others who live and work in the greater Riverside - San Bernardino "central" corridor. Tharfik You, Franklin Carpenter Jr. 22725 Raven Way Grand Terrace, CA (818) 509 - 5423 Days (909) 873 - 1916 Eves 12723 Mt. Vernon Grand Terrace, CA 923.13-6109 909-783-0244 November 4, 2006 Riverside County Transportation Dept. 4080 Lemon Street Riverside, CA 925?? Dear Sirs: It is my understanding that the issue of a Metro Link Station in llighgrove is on the Agenda for the Board of Supervisors meeting on November 8th at 10 o'clock. I"am not able to attend that meeting, but I do want to go on record as supporting this issu . I am with the Senior Center in Grand Terrace. Speaking for myself and for some others, t want you to know how much a Metro Link Station in Highgrove or Grand Terrace would help greatly. For seniors who are not comfortable driving out of town as well as for commuters, I personally think a Station in our area would be a definite plus. Please consider very carefully. Most Sincerely, JoAnn Johnson BIXBY LAND COMPANY December 12, 2005 Mr. Barney Barnett Publisher, Highgrove Happenings 474 Propect Avenue Highgrove, CA 92507 Re: Highgrove Area Transportation Plan Proposal Dear Barney, This letter is in support of your efforts to assist in the creation of a Metrolink station to serve the Highgrove area. A Metrolink station would benefit our property by providing a nearby alternative to automotive transportation and may ease traffic on the 215 freeway. Bixby Land Company would also be supportive of the East-West road connecting Spring Street to the proposed Metrolink station location you pictured in the December 2005 issue of Highgrove Happenings. This route could also ease traffic along Center Street. From our discussions, we agreed that if a North -South road were determined to be necessary and feasible to connect the Hunter Park tech area through to Highgrove, that we would not object to an alignment along the California Street right-of-way, currently a dirt road. However we would not support an alignment through the middle of the 65 acres of land we are in the process of developing. Thank you for your efforts to improve the Highgrove area. It takes involved citizens to ensure the best results are achieved for all the owners and residents of Highgrove. Sincerely, 147?, ie._ .4 Mark L. Bixby C: Terry Dickens P.O. Box 2488 4525 Atherton Street (562) 494-8250 Long Beach. CA 90801-2488 Long Beach, CA 90815-3700 (562) 494-8275 FAX NM' v..hixh' land.com From: Carol Williams [carolinekisch@hotmail.com] Sent: Friday, March 30, 2007 6:14 PM To: highgrovenews@adelphia.net To Sanbag, c/o Barney Barnett I would like to write in support of two new metro stations being placed in Highgrove as opposed to any metro station being placed on Watkins Drive in Riverside. The site in Highgrove has plenty of room for parking, etc. and future expansion. The proposed site on Watkins Drive does not have enough room to house a station, not to mention, room for expansion. In addition, Watkins Drive now turns into a virtual parking lot during morning and evening rush hours as commuters use it as a short cut from the 60 freeway to the 215/91 freeways in the morning and vice versa in the evening. Even to discuss the addition of metro traffic (which would certainly peak at the same rush hours) to an already over - congested residential street indicates that decisions are being made without regard to the real world conditions and consequences. Sincerely, Carol Williams Kisch From: CLIFFORD BERGER [nebr32@sbcglobal.net] Sent: Saturday, March 3.1, 2007 9:22 AM To: highgrovenews@adelphia.net Subject: Metro Zink station in Highgrove SANBAG c/o Barney Barnett To Whom It May Concern: I am in favor of the Metro Station being located in Highgrove where there is adequaate space for the station and parking and any expansion at a later date. Metro stations on Watkins Drive in Riverside would be located near two elementary and one middle school, and several child care facilities. These trains would add particulates to the air and this would be harmful to the children and to senior citizens living in the area. If a transit village is constructed in this area, homes would be taken for the space required to build such a facility. Sincerely, Clifford and Margaret Berger Riverside City Council Member March 21, 2006 Dear Dom Betro, Please set aside the 35 acres shown on the accompanying map for a future Metrolink Station and Transportation Center. This location is in the Hunter Business Park area between the BNSF railroad main line that runs between Riverside and San Bernardino, and the Perris Valley Line that runs between Highgrove and San Jacinto. This important location is ideal because the west side of the property is bordered by railroad tracks that currently have 8 commuter trains that go past this location without stopping because there is no station, and the east side of the property that is bordered by railroad tracks already owned by the Riverside County Transportation Commission for the Perris Valley Line. If the City of Riverside is planning for the year 2025, it is important to realize now that this city owned property should be reserved for future transportation uses instead of allowing more large buildings to be built. A Metrolink station, park and ride and bus service and a new road is needed to accommodate the future growth of the area where grading is currently underway for 2,100 new homes. In addition, other developers are planning new construction of businesses and homes where citrus groves used to flourish. There are resolutions of support from Highgrove, Grand Terrace and Loma Linda for a Metrolink station in Highgrove. Also, the members of the University Neighborhood Association in Canyon Crest agree that they do not want a station stop at UCR or Spruce and Watkins in their community but prefer a station in Highgrove. The boundaries of the Hunter Park location mentioned above are: Villa St. on the north, Citrus St. on the south, the Perris Valley Line Railroad on the east and the BNSF Railroad on the west. Please include this area as a Metrolink Station and Transportation Center in the 2025 General Plan. Thank you, R. R. A. "Barney" Barnett 474 Prospect Ave. Highgrove, Ca. 92507 (951) 683 4994 (951) 683 7258 Fax highgrovenews@adelphia.net Additional Support for Highgrove Metrolink Station Here are some additional requests for a Highgrove Metrolink Station to add to the: "8 years of Comments" and "Supporting Does" that are displayed on the website: www.highgrovehappenings.net Received via e-mail: Name Date Dan Lindholm 1-11-12 Bobbie Benson 1-12-12 Bill Holland 1-12-12 Betty Crossno 1-13-12 Kevin and Karen Collier 1-13-12 Tammy Matteson 1-13-12 Greg April 1-14-12 Lloyd Spiker 1-14-12 Marilyn Denney 1-17-12 Kelly Keough 1-18-12 Jim McKee 1-18-12 Terry Reagan 1-21-12 Riverside Press: letter to editor 1-23-12 Letter of support from City of Loma Linda 1-26-12 Dale Crossno 1-28-12 Virginia Washburn 2-2-12 Dave Mathers 2-2-12 Marie Thomas 2-2-12 Patricia Kinion 2-2-12 Ken and Karen Hughes 2-2-12 JoAnn Johnson 2-3-12 Steve Dawson 2-3-12 Gary Laesser 2-7-12 Edward Mote 2-7-12 Cherise Dias 2-7-12 The City of Loma Linda has supported the Highgrove Metrolink Station for 10 years. Their first letter was dated Jan. 24, 2002 and a new letter is dated Jan. 26, 2012. It is unfortunate that the Highgrove location continues to be downplayed for such a long period of time. For over 10 years, surrounding cities, civic organizations and local residents have requested a Metrolink station at Highgrove. But city resolutions, letters, and the public comments made at the RCTC meetings continue to be ignored. RCTC now owns the property at Highgrove and according to Ann Mayer, Executive Director of the Riverside County Transportation Commission, RCTC bought the 17.22 acres of vacant land just to enable the Perris Valley Line railroad track to connect to the BNSF main line track. The excess land that RCTC does not need would be an ideal location for the SCAG Regional Transportation Plan for commuters between San Bernardino County and Riverside County. On Jan.18, 2012 I spoke at the SCAG Regional Transportation Plan meeting in San Bernardino under public comments and submitted written documentation that contained 29 items that included a colored map, city resolutions and letters of support from elected officials and local residents. Some of these items date back to 2001. This information was given to Justine Block who is SCAG's Deputy Legal Council in Los Angeles. Copies of the above e-mail have been sent to SCAG, prior to the Feb. 14, 2012 deadline for public input for their Regional Transportation Plan. The above list is also being sent to RCTC and SANBAG representatives. Please look at the new map and the related information on: www.highgrovehappenings.net that shows the Highgrove Metrolink Station north of the proposed curved track. RCTC's property at Highgrove should be use for the SCAG Regional Transportation Plan due to the ideal location, existing commuter trains, and growth potential due to hundreds of acres of nearby lots ready for homes. This location is way too important to continue to be ignored! R. A. "Barney" Barnett Chmn.: Highgrove Municipal Advisory Council Editor: Highgrove Happenings Newspaper 474 Prospect Ave. Highgrove, Ca. 92507 (951) 683 4994 highgrovenews@roadrunner.com Ardie/Barney Barnett From: Sent: To: Subject: RooferDan@aol.com Wednesday, January 11, 2012 10:46 PM highgrovenews@roadrunner.com We want a Highgrove Metrolink station We want a Highgrove Metrolink station!!! Ardie/Barney Barnett From: .,..,.$p TrnBrat1@aol.com Sent: Thursday, January 12, 2012 6:21 PM To: highgrovenews@roadrunner.com Subject: RR Stop With the traffic jams all over the freeways it would be a perfect place to get off and park and get on the train and leave the driving to the hoghead. Also you'll be more rested at the other end since your not a jumble of nerves from the drive. Also coming from Palm Springs or San Diego area it would be a break to just take a train the rest of the way and know your not going to be stuck in traffic for several hrs. Bobbie Benson Ardie/Barney Barnett From: .....} Bill Holland [billybyu@gmail.com] Sent: Thursday, January 12, 2012 9:51 AM To: Ardie/Barney Barnett Subject: Fwd: Metrolink station Begin forwarded message: From: Bill Holland <billybyuga,gmail.corn> Date: January 12, 2012 9:47:49 AM PST To: "Amatyanscagcagov" <Amatya(a,scag.ca.gov> Subject: Metrolink station We need a Metrolink station here in Highgrove....More and more people .... New schools & churches...Highgrove is growing, Freeways are congested Thankyou for your attention to this matter.... ArdielBarney Barnett From: Sent: To: Cc: Subject: Betty Crossno [boop01@pacbell.net] Friday, January 13, 2012 11:14 AM Amatya@scag.ca.gov Barney Barnett METROLINK STATION IN HYGROVE WE NEED A METROLINK SAION IN HYGROVE. MOST CONVIENT AS I LIVE IN GRAND TERACE AMD IS BEST FOR MY NEEDS AS I HAVE TO DEPEND ON PUBLIC TRANSPORAION. Ardie/Barney Barnett From: Kevin and Karen [colliernitro@gmail.com] Sent: Friday, January 13, 2012 8:21 AM To: Amatya@scag.ca.gov Cc: Ardie/Barney Barnett Subject: Highgrove Metrolink Station WE WANT A HIGHGROVE METROLINK STATION! As guardians of taxpayer transportation funds, SCAG must consider the BEST POSSIBLE usage of those funds for the community they serve. As clearly explained numerous times by Mr. Barnett and other members of this and the surrounding communities, a Metrolink Station in Highgrove, where there is ALREADY existing railroad tracks, existing Metrolink trains, existing acreage suitable for construction of the station and parking accommodations, and hundreds of up and coming home sites (Spring Mountain Ranch), it is imperative that the members of this agency decide WISELY to construct the METROLINK STATION IN HIGHGROVE. Thank you, Karen and Kevin Collier 235 Goldfinch Lane Highgrove, Ca. 92507 Ardie/Barney Barnett From: WONDERFULTAMMY@aol.com Sent: Friday, January 13, 2012 9:04 AM To: Amatya@scag.ca.gov Cc: highgrovenews@roadrunner.com Subject: "We want a Highgrove Metrolink station" Highgrove is a perfect location because it already has the existing railroad tracks, existing Metrolink trains 7 days a week, plenty of room for parking, and hundreds of acres of former orange groves have been converted into pads for future homes. _—,i Tammy Matteson 951-203-7467 Ardie/Barney Barnett From: Greg Apprill [highgrovepony@yahoo.com] Sent: Saturday, January 14, 2012 9:34 PM To: lieb@scag.ca.gov; amatya@scag.ca.gov Cc: highgrovenews@roadrunner.com; highgrovepony@yahoo.com Subject: Highgrove, CA - "We want a Metrolink station" 1/13/2012 Mr. Jacob Lieb SCAG 818 W. 7th Street, 12th Floor Los Angeles, CA 90017-3435 Dear Mr. Lieb, "WE WANT A METROLINK STATION" in Highgrove, CA. Our community would support and embrace a station. This is the type of economic development and land usage we are looking for. Thank you, •.4 Greg Apprill President Highgrove Pony Baseball League 909-322-'280 cell highgroveponyia ti aboo.com h ighgroveponrkag.c.eoa From: Lloyd Spiker [mailto:Iloyd.spiker@gmail.com] Sent: Friday, January 13, 2012 2:25 AM To: Amatya@ scag.ca.gov Cc: highgrovenews@roadrunner.com Subject: Highgrove Metrolink Station We want a Highgrove Metrolink station. As a senior citizen, I feel this would be a vital asset to our community • and help boost the economy of Riverside. thanks •...0-' Lloyd Spiker Highgrove 1 Ardie/Barney Barnett From: Sent: To: Cc: Subject: MARILYN MARILYN [marilyndenney@sbcglobal.netj Tuesday, January 17, 2012 3:45 PM amatya@scag.ca.gov highgrovenews@roadrunner.com METROLINK STATION WANTED IN HIGHGROVE! PLEASE! See to it that a Metrolink station is provided in HighGrove, CA Thank you,! )0. Marilyn Denney Resident of Grand Terrace, CA Ardie/Barney Barnett From: kelly keough [g.t.c.2004@sbcglobal.net] Sent: Wednesday, January 18, 2012 11:08 AM To: amatya@scag.ca.gov Cc: highgrovenews@roadrunner.com Subject: Metrolink Station Just a note to let you know that I am in support of a Highgrove Station Thanks .4 Dr. Kelly P. Keough Ardie/Barney Barnett Sent: Wednesday, January 18, 2012 6:51 AM To: amatya@scag.ca.gov; Barney Bamett Subject: metro -link station in highgrove, ca. From: Jim McKee [jmnatural@netzero.netj we want our Federal and State tax money to benefit residents in both counties by building a Metrolink Station in Highgrove Ardie/Barney Barnett From: Sent: To: Cc: Subject: To All Concerned: .N--> Terry Reagan [realtor.reagan@gmail.comj Saturday, January 21, 2012 6:22 PM amatya@scag.ca.gov highgrovenews@roadrunner.com IE Metrolink Station We support having the proposed Metrolink Station built in Highgrove. It just makes sense! Margaret and Terry Reagan Local Residents est in knowing how the state's prisons operate, without any offi- cial filtering of informatio n. In- mate interviews pro vide crucial insights into the worki ngs of the crimin al justice system. Such scrutiny is essential to providing public accoun tability for the cor- rections system and the officials in charge of it. An d taxpayers have a legiti- mate need to keep close watch on the state's prisons. The Legisla- ture's long history of n egligence an d irresponsibility let prison ills fester, with dismal public conse- quen ces. ' Corrections costs accelerated over the past 15 years, adding to state budget woes. Californ ia will spend abou t $9 billion on correc- tions this fiscal year — more than the state general fund will contrib- ute to the University of California sho uld avoid glamorizi ng crimi- nals . That argument was always flimsy, mi ndlessly equating news reports with public relations . The media restrictions are more likely an effort to co ntrol negative publicity . Correctio ns of- ficials instituted the regulations in 1996, after reports of excessi ve vio- lence and abuses at Pelican Bay State Prison . The reporti ng grew out of a 1995 federal court ruling that ordered sweeping reforms at the maximum 'security facility . Prison policy should havea higher goal tha n avoiding u nflat- tering news reports. Blocking me- dia coverage deprives the public of a clear understanding of prison is- sues — which is the worst possible approach for a system in crisis . Public safety should not mean pro- tectin g the public from an ho nest picture of the corrections system. JOIN THE DISCUSSION We encou rage readers to address public issues in letters of up to 200 words and op-eds of up to 600 words. We favor submissions offered exclusiv ely to 'l'he Press -Enterprise, We require the writer's full n ame, street ad- dress and telephon e number for verification. We do not publish any individu al's work more than once every 30 days. We do not publish poetry, withhold names on submissions or print letters cribbed from other sources. All letters are subject to editin g an d may be republished in any format. For more detailed guidelines on submitting letters, v isit PE. corn. MAIL: Opinion, Box 792, Riverside 92502 FAX: 951-368-9023 E-MAIL: ietters@PE.com (no attachments) Votes add up to 'same old' Dennis Mackey rightly con- demns the Califor nia Legislature's outrageous salaries, perks and per diems, and its cuts in aid to the old, disabled and poor ("Vote all of them out," Your Views, Ja n. 13) . It's easy to see that this state's lawmakers are i ncompete nt. In the past few years, I've read co untless letters and editorials calling for their removal by the voters . But people complain about go v- er nment, the n vote in the same pol- iticians and complai n some more . Are the lawmakers the only o nes who are i ncompetent? PAUL HEARD Moreno Valley Direct democracy works In his letter, Keith Richards writes, "Our elected officials do n't represe nt us" ("Make voting man- datory, " Your Views, Ja n. 15) . In fact, they go to the highest bid- der. The framers of the Constitu- tion could not foresee the appear- ance of huge tra nsnational corpo- rations that are co ncer ned o nly with profit and do not care about the coun tries in which they con- duct busin ess. What was supposed to be a democratic republic has de- volved into a commercial republic . Corporate money buys elections an d politicians. We need to conti nue the direct democratic procedures that came i nto being in the last ce nt ury: i nitia- ti ve, referend um and recall . This co uld be done through the Internet backed up by a paper vote . T you'll see a 90 perce nt t urnout ART ► RTZ erside Left steers us onto cks Kudos to Fred Zerkle f. his new word ("Behold an `i nept cracy,' " Your Views, Jan.12), whi perfect- ly describes the far -le secular moveme nt that has in cted our country . The Obama administrion is the standard bearer for this oveme nt, which shows nothing b t disdain for achievement, succes s personal acco untability, family v. ues a nd national security. The wealthy left, includi g Presi- dent Barack Obama, Ge, ge So- ros, the Hollywood elite an ma ny others, are destroyi ng the stem that allowed them to gar ner . uch wealth. It does n't figure . One wo d thi nk these people would be bi s upporters of capitalism, free en terprise a nd democracy. Instead, they are doing their best to turn this o nce -great natio n into a cess- pool of e ntitleme nts, go vernmen co ntrol, high taxes a nd redistribu tion of wealth. How much of their wealth are they willing to redistribute? BOLTON San K Highgrove rail station Hasan Ikhrata, executive direc- tor of the Southern California Asso- ciation of Go vernme nts, describes SCAG's 2012-2035 pla n for infra- structure investments in transpor- tation that will cost $500 billio n o ver the next 23 years ("Tra nspor- tation upgrades can f uel growth e n- gi ne," Perspective, Jan. 8) . B ut I'm reminded of the request by Grand Terrace more tha n 10 years ago for a Metroli nk statio n in Highgrove that wo uld benefit Grand Terrace . Highgrove and sur- rounding communities on both sides of the Riverside/San Ber nar- di no cou nty line. Ikhrata writes that investing in tra nsportation infrastr ucture is one of the fuels needed to rebuild our economy. Very little invest- ment is needed for the Highgrove location beca use commuter trai ns have been operating past this loca- tion for 10 years. If moveme nt of eople is part of SCAG's plan as e ntio ned, what happened to the etrolink station in Highgrove? We have a ready customer base for the Highgrove station. PHIL TURNER Grand Terrace GOP'S CLASS -WARFARE RHETORIC GIVES OBAMA A LUCKY LIFT City of Loma Linda 25541 Barton Road, Loma Linda, California 92354-3160 • (909) 799-2800 • FAX (909) 799-2890 Sister Cities: Manipal, Karnataka, India - Libertador San Martin, Argentina • www.lomalinda-ca.gov January 26, 2012 R. A. Barnett, Chairman Municipal Advisory Council 474 Prospect Avenue Highgrove, CA 92507 Subject: Metrolink Station Stop In Highgrove Dear Mr. Barnett: Thank you for providing the City Council with an update on not only the Spring Mountain Ranch Housing Project, but also the potential for a Metrolink station stop in Highgrove. The Loma Linda City Council reaffirms its previous support of your efforts and the Municipal Advisory Council's recommendation to the Riverside County Transportation Commission to site a Metrolink station stop in Highgrove. Please keep us apprised of the status of the project. Sincerely, Rhodes Rigsby, Mayor led POp(1. Ardie/Barne Barnett From: Sent: To: Subject: Dale Crossno [dcrossno@pacbell.net] Saturday, January 28, 2012 3:01 PM Amatya@scag.ca.gov Highgrove Metrolink station To the responsible board or person, I have followed the many discussions in regards to the Metrolink rail from Riverside to Perris. There is no way I can understand any reason to not have a station in Highgrove. I have seen many resolutions from varies cities and requests from residents asking for this station. If I understand all of this correctly this station will be very convenient for many residents in both Riverside and San Beranardino counties who can use the Metrolink service form the Highgrove station but would essentially have very little use of this service from the Hunter Park proposal. I believe us tax payers funding this project deserve the route that will serve the most people. Thank you for any consideration for us tax payers in your decision regarding this project. — 4 Dale Crossno 22668 Arliss Dr. Grand Terrace,Ca. 92313 909 825 6963 Ardie/Barney Barnett From: Sent: To: Subject: Virginia Washburn [washburn_virginia@yahoo.com] Thursday, February 02, 2012 8:42 AM highgrovenews@roadrunner.com WE SUPPORT METRO LINK STATION AT HIGHGROVE,CA WE SUPPORT METROLIV STATION AT HIGHGROVE, CALIFORNIA Thank you Ardie/Barney Barnett From: Sent: To: Cc: Subject: Marie Thomas [mgdmariel l @yahoo.com] Thursday, February 02, 2012 10:37 AM amatya@scag.ca.gov highgrovenews@roadrunner.com Metrolink Station We support a Metrolinkc Station at Highgrove! We respectfully request a true consideration of this proposal. Thank You, David Mathers Marie Thomas Ardie/Barney Barnett From: Sent: To: Subject: Patricia Kinion [patkin32000@yahoo.com] Thursday, February 02, 2012 9:08 AM highgrovenews@roadrunner.com metrolink at Highgrove We support a metrolilnk station at Highgrove. Ardie/Barne Barnett From: Ken Hughes [kenhughes997@yahoo.com] Sent: Thursday, February 02, 2012 12:35 AM To: amatya@scag.ca.gov Cc: Ardie & Barnie Barnett Subject: Metrolink Station "We support a Metrolink Station at Highgrove" . 4 Ken & Karen Hughes, 232 Cliffhill Place, Riverside, Ca., 92501 Ardie/Barney Barnett From: JoAnn Johnson [kg6nsdjoann@yahoo.com] Sent: Friday, February 03, 2012 12:41 PM To: amatya@scag.ca.gov Cc: Highgrove Happenings Subject: Metrolink and Highgrove I have long been an advocate for a Metro Link Station at Highgrove. I believe it would be a distinct advantage to a large area, including Grand Terrace. Please consider seriously. JoAnn Johnson Grand Terrace Ardie/Barney Barnett From: Stephen Dawson [stdawson@charter.net] Sent: Friday, February 03, 2012 2:17 PM To: amatya@scag.ca.gov Cc: highgrovenews@roadrunner.com Subject: Metrolink Highgrove It is imperative that Highgrove have a Metrolink station easily accessible to the citizens of Highgrove. The proposed Marlborough station does not service the Highgrove area and is very difficult for the Highgrove residents to access. Please assist the residents of Highgrove to achieve the long sought Metrolink station in Highgrove. Thank you for assistance. Stephen T. Dawson 5020 Sepulveda Avenue San Bernardino, CA 92404 Ardie/Barney Barnett From: •- - Gary Laesser [garylaesser@att.net] Sent: Tuesday, February 07, 2012 11:11 AM To: amatya@scag.ca.gov Cc: highgrovenews@roadrunner.com Subject: Metro Link Station Gentlemen, this email is concerning a Metro LinkStation in 9figfigrove, CA. It would be nice to leave this station because it would cut traveling for the citizen of Grand Terrace and other local communities to easerSan Bernardino or £ verside. 'The train is already going thru there, why can't it stop. Ardie/Barney Barnett From: Coronafat [coronafat@aol.com] Sent: Monday, February 13, 2012 2:21 PM To: highgrovenews@roadrunner.com Subject: Fwd: Metrolink Station in Highgrove Original Message From: Coronafat <coronafat@aol.com> To: amatya <amatya@scag.ca.gov> Sent: Mon, Feb 13, 2012 2:13 pm Subject: Metrolink Station in Highgrove I am opposed to the proposed station now being considered and am in favor of a Metrolink Station in Highgrove instead. My name is Edward Mote. Ardie/Barney Barnett From: Coronafat [coronafat@aol.com] Sent: Monday, February 13, 2012 2:21 PM To: highgrovenews@roadrunner.com Subject: Fwd: Proposed Metrolink Station Original Message From: Coronafat <coronafat@aol.com> To: amatya <amatya@scag.ca.gov> Sent: Mon, Feb 13, 2012 2:16 pm Subject: Proposed Metrolink Station I want to see a Metrolink Station in Highgrove instead of the proposed station now under consideration. Cherise R. Dias Vickie Rice Pearson I support putting the Metrotinkgationistop in Highgrove. The tracks are there. room for a statiCri , It would be "crazy" to spend money to build a new station .1/l mile may. Highgrove is located between Riverside and San 13erdo. It is the best place and most convienent. I believe there are alot of families in this area... See More about an hour ark: • Comment • Like • Report Sharon Zondory Brittain I can't imagine why the RCTC would NOT want to put a Metrolink station in Highgrove. The land is there (and readily available), and I KNOW commuter trains pass through there, but I've stopped for some! This seems like the most logical place to me and my family. Why, we would actually RIDE one, if there were a station there! :1 hours a_tcr • Comment - Like • 'report Jaimie Aimanza I, Jaimie Almanza suppoort. the Highgrove Metrolink Stop. hours trio • Comment • like Report Kathy Radder Why does RUC want to put the station there? It doesn't make any sense. The logical place to build is in Highgrove. Who is pulling your strings? Think through this and make the logical, common sense decision. It is probably the most cost effective decision also 10 hours ago • Comment Like - Report Write a comment... Kitty Carlstrorn I support the Metrolink stop in Highgrove. 11 hours ano • Comment • Unlike • Re fx,rt You like this. Write a comment.. Ardyce Schuller Barnett Wise up RCTC. Give us a good answer as to why you will not put a Metrolink stop in Highgrove where there is vacant land and commuter trains that pass through every day. You need to purchase the 19 acres anyway to make the turn for the Perris Valley Tine so why purchase additional property that has no existing commuter trains at this time. mon at 5: I3pm Comment - Unlike • Report You and Bobbie Benson like this. r `? Virginia Harford I see no common sense in building a Metrolink stop anywhere BUT in Highgrove. It would be a sign of some kind of shenanigans on the part of s 10 tty to put the station anywhere else. What is thre rnatterrwith you folks? Virginia Harfotd Grand Terrace DATE: si/vhz CHECK IF PUBLIC COMMENTS: ' UBLIC C OMME NTS: DETACH AND SUBMIT TO THE CLERK OF THE BOARD SUBJECT OF AGENDA ITEM NO.: (AS LISTED ON THE AGEN NAME: ADDRESS: SUBJECT OF i. AGENDA ITEM: eJ '7 1hu C n efa t,7/ )3 of ,A/ �3'ij �J - Gj> F J/ 39-9Z)90 �/12A1P C PHONE NO .:OZQ Z©/I, /W2506"-- L - /231,1I&s <9 96639 STREET CI REPRESEN TING: L i}Vk'EC ill/Yu i ( - NAME OF AGENCY / ORGANIZATI IJ�: / GR OUP BUSINESS ADDRESS: ZIP CODE P HONE NO.: .Sf4/I)� STREET CI TY ZIP CODE AGENDA ITEM 6 MINUTES • RIVERSIDE COUNTY TRANSPORTATION COMMISSION MINUTES Thursday, February 2, 2012 1. CALL TO ORDER The Riverside County Transportation Commission was called to order by Chair John J. Benoit at 4:04 p.m. in the Santa Rosa Room at the Embassy Suites - La Quinta, 50-777 Santa Rosa Plaza, La Quinta, CA. • • 2. PLEDGE OF ALLEGIANCE At this time, Chair Benoit led the Commission in a flag salute. 3. ROLL CALL Commissioners/Alternates Present Steve Adams Marion Ashley Ben Benoit John J. Benoit Roger Berg Bob Botts Daryl Busch Joseph DeConinck Rick Gibbs Berwin Hanna Jan Harnik Terry Henderson Steven Hernandez Frank Johnston 4. PUBLIC COMMENTS Andrew Kotyuk Darcy Kuenzi Bob Magee Scott Matas Glenn Miller Greg Pettis Ron Roberts Adam Rush Larry Smith Karen Spiegel Jeff Stone Ray Wolfe Ella Zanowic Commissioners Absent Bob Buster Mary Craton Marcelo Co Ginny Foat Douglas Hanson Scott Hines John F. Tavaglione There were no requests to speak from the public. Riverside County Transportation Commission Minutes January 1 1 , 2012 Page 2 5. APPROVAL OF MINUTES - DECEMBER 14, 2011 AND JANUARY 11, 2012 M/S/C (Adams/Kotyuk) to approve the minutes as submitted. 6. ADDITIONS / REVISIONS There were no additions or revisions to the agenda. 7. CONSENT CALENDAR M/S/C (Henderson/Roberts) to approve the following Consent Calendar items: 7A. QUARTERLY INVESTMENT REPORT Receive and file the Quarterly Investment Report for the quarter ended December 31, 2011. 7B. SINGLE SIGNATURE AUTHORITY REPORT Receive and file the Single Signature Authority report for the second quarter ended December 31, 2011. 7C. FEDERAL HIGHWAY ADMINISTRATION DISADVANTAGED BUSINESS ENTERPRISE PROGRAM AND PROPOSED OVERALL PROJECT GOAL 1) Adopt Resolution No. 12-005, "Resolution of the Riverside County Transportation Commission Adopting Its Disadvantaged Business Enterprise Program and Overall Disadvantaged Business Enterprise Project Goal (49 CFR Part 26) As It Applies to Funding Received Directly from the Federal Highway Administration"; 2) Adopt the Commission's Disadvantaged Business Enterprise (DBE) Program for the State Route 91 Corridor Improvement Project (SR -91 CIP), a Federal Highway Administration (FHWA) assisted contract. The DBE program includes a proposed 2.9% overall DBE project goal for the SR -91 CIP. The goal is wholly race - neutral and will be finalized following the required 45 -day public comment period, which concludes on or about March 20, 2012; 3) Authorize the Executive Director to execute the Commission's DBE Program and Policy Statement on behalf of the Commission for submission to FHWA; • • • Riverside County Transportation Commission Minutes January 11, 2012 Page 3 4) Post the proposed overall DBE project goal to allow for public participation as required by 49 CFR, Part 26, make the DBE program document available for review to the public for 30 days, and receive comments for 45 days; and 5) Submit the DBE program document and overall DBE project goal methodology to the FHWA for approval. 7D. FEDERAL TRANSIT ADMINISTRATION DISADVANTAGED BUSINESS ENTERPRISE PROGRAM AND PROPOSED OVERALL PROJECT GOAL 1) Adopt Resolution No. 1 2-004, "Resolution of the Riverside County Transportation Commission Adopting Its Disadvantaged Business Enterprise Program and Overall Disadvantaged Business Enterprise Project Goal (49 CFR Part 26) As It Applies to Funding Received Directly from the Federal Transit Administration"; 2) Adopt the Commission's Disadvantaged Business Enterprise (DBE) Program for the San Jacinto Branch Line Commuter Rail (Perris Valley Line) project, a Federal Transit Administration (FTA) assisted contract. The DBE Program includes a proposed 3.8% overall DBE project goal for the Perris Valley Line project. The goal is wholly race -neutral and will be finalized following the required 45 -day public comment period, which concludes on or about March 20, 2012; 3) Authorize the Executive Director to execute the DBE Program and Policy Statement on behalf of the Commission for submission to FTA; 4) Post the proposed overall DBE project goal to allow for public participation as required by Title 49 CFR, Part 26, make the DBE program document available for review to the public for 30 days, and receive comments for 45 days; and 5) Submit the proposed DBE program document and overall DBE project goal to the FTA for approval. 7E. RIVERSIDE COUNTY 2013 FEDERAL TRANSPORTATION IMPROVEMENT PROGRAM FINANCIAL RESOLUTION 1) Adopt Resolution No. 12-006, "Resolution Certifying Riverside County has Resources to Fund Projects in Federal Fiscal Years 2012/13 Through 2017/18 Transportation Improvement Program and Affirming Commitment to Implement All Projects in the Program"; and Riverside County Transportation Commission Minutes January 11, 2012 Page 4 2) Forward to the Southern California Association of Governments (SCAG) for inclusion in the 2013 Federal Transportation Improvement Program (FTIP). 7F. MEMORANDUM OF UNDERSTANDING WITH THE SCRRA FOR SECURITY GUARD SERVICES AT THE DOWNTOWN RIVERSIDE STATION AND LAYOVER FACILITY 1) Approve Memorandum of Understanding (MOU) No. 12-25-043- 00 with the Southern California Regional Rail Authority (SCRRA) for security guard services at the Downtown Riverside Station and layover facility; and 2) Authorize the Chair, pursuant to legal counsel review, to execute the MOU on behalf of the Commission. 7G. RIDESHARE SOFTWARE PROCUREMENT 1) Approve Agreement No. 12-41-047-00 with Base Technologies, LLC (BaseTech) for the provision and hosting of new ridematching software in an amount not to exceed $216,000; and 2) Authorize the Chair, pursuant to legal counsel review, to execute the agreement on behalf of the Commission. 8. AGREEMENT WITH PARSONS TRANSPORTATION GROUP TO PROVIDE ENGINEERING SERVICES FOR THE PREPARATION OF PLANS, SPECIFICATIONS, COST ESTIMATES, AND RELATED SERVICES FOR IMPROVEMENTS TO STATE ROUTE 91 IN THE EASTBOUND DIRECTION AND TO THE STATE ROUTES 71/91 INTERCHANGE Steve Keel, Bechtel Environmental Manager, provided an overview of the improvements to State Route 91 in the eastbound direction and to the 71/91 interchange, including the scope and cost of the agreement with Parsons Transportation Group. Anne Mayer discussed the funding for this project. At Commissioner Terry Henderson's request, Anne Mayer discussed the status of the Irvine -Corona Expressway project. • • • • • Riverside County Transportation Commission Minutes January 11, 2012 Page 5 M/S/C (Kuenzi/B. Benoit) to: 1) Award Agreement No. 11-31-110-00 to Parsons Transportation Group, Inc. (Parsons) to provide engineering services for the preparation of plans, specifications, and cost estimates (PS&E) and related services for improvements to State Route 91 in the eastbound direction and to the 71/91 interchange, from approximately one -quarter mile west of Green River Road to Serfas Club Drive in the city of Corona based on the attached project scope, schedule, and cost in the amount of $8,136,031, plus a contingency amount of $804,537, for a total amount not to exceed $8,940,568, contingent upon obligation of federal funds; 2) Authorize the Chair, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; and 3► Authorize the Executive Director to approve contingency work up to the total not to exceed amount as may be required for the project. 9. INTERSTATE 215/BLAINE STREET PROJECT - LANE EXTENSION FROM BLAINE STREET TO 0.3 MILES PAST MARTIN LUTHER KING BOULEVARD Patti Castillo, Capital Projects Manager, provided an overview of the Interstate 215/Blaine Street project. M/S/C (Stone/B. Benoit) to: 1) Agree to sponsor the construction phase of the Interstate 215/Blaine Street project to extend a lane on southbound 60/215 from Blaine Street to Martin Luther King Boulevard; 2) Approve the programming of $2 million of federal Surface Transportation Program (STP) funding in federal fiscal year 2011/12 for construction capital; and 3) Approve amending the Federal Transportation Improvement Program to program STP funds. 10. ITEM(S) PULLED FROM CONSENT CALENDAR There were no items pulled from the consent calendar. Riverside County Transportation Commission Minutes January 1 1 , 201 2 Page 6 11. COMMISSIONERS/EXECUTIVE DIRECTOR'S REPORT Anne Mayer announced: • The ribbon -cutting ceremony for the 74/215 interchange project will be held on Wednesday, February 15; • The groundbreaking ceremony for the SR -91 high occupancy vehicle project will be held on Friday, March 9; • The county of Riverside's will be hosting a groundbreaking ceremony for the SR -79 widening project on Thursday, February 16; and • The Coachella Valley Association of Governments' will be hosting a ribbon -cutting ceremony for the Indian Canyon Drive and Palm Drive/Gene Autry Trail interchange improvement projects on Friday, March 9. '12. ADJOURNMENT There being no further business for consideration by the Riverside County Transportation Commission, the meeting was adjourned at 4:36 p.m. The next Commission meeting is scheduled to be held at 9:30 a.m., Wednesday, March 14, 2012, in the Board Room, at the County of Riverside Administrative Center, 4080 Lemon Street, Riverside, California. Respectfully submitted, v^ � Hoa)mf3r— Jennifer Harmon Clerk of the Board • • AGENDA ITEM 7 • PUBLIC HEARING • • • RIVERSIDE COUNTY TRANSPORTA TION COMMISSION DATE: March 14, 2012 TO: Riverside County Transportation Commission FROM: Mark Lancaster, Interim Right of Way Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Resolutions of Necessity for the Acquisition of Fee, Easement, and Temporary Construction Easement Interests in Portions of Certain Real Property, by Eminent Domain, More Particularly Described as Assessor Parcel No. 311-120-022 (Caltrans Parcel Numbers 22406-1, 22406-2, 22406-3, 22406-4, 22406-5 and 22406-6) and Assessor Parcel No. 311-180-032 (Caltrans Parcel Numbers 22408-1, 22408-2 and 22408-3), for Freeway Purposes, Including the Widening and Maintenance of Interstate 215 from Scott Road to Nuevo Road, in Riverside County, California STAFF RECOMMENDATION: This item is for the Commission to: 1) Conduct a hearing to consider the adoption of Resolutions of Necessity, including providing all parties interested in the affected properties and their attorneys, or their representatives, an opportunity to be heard on the issues relevant to the Resolutions of Necessity; 2) Make the following findings as hereinafter described in this report: a) The public interest and necessity require the proposed project; b) The project is planned or located in a manner that will be .most compatible with the greatest public good and the least private injury; c) The real property to be acquired is necessary for the project; and d) The offer of just compensation has been made to the property owners. 3) Adopt Resolution of Necessity No. 12-001, "Resolution of Necessity for the Acquisition of Fee, Easement and Temporary Construction Easement Interests in Portions of Certain Real Property, by Eminent Domain, More Particularly Described as Assessor Parcel No. 311-120-022 (Caltrans Parcel Numbers 22406-1, 22406-2, 22406-3, 22406-4, 22406-5 and 22406-6), for Freeway Purposes, Including the Widening and Maintenance of Interstate 215 from Scott Road to Nuevo Road, in Riverside County, California." 4) Adopt Resolution of Necessity No. 12-011, "Resolution of Necessity for the Acquisition of Easement and Temporary Construction Easement Interests in Portions of Certain Real Property, by Eminent Domain, More Particularly Described as Assessor Parcel No. 311-180-032 (Caltrans Parcel Numbers Agenda Item 7 1 22408-7, 22408-2 and 22408-3), for Freeway Purposes, Including the Widening and Maintenance of Interstate 215 from Scott Road to Nuevo Road, in Riverside County, California." BACKGROUND INFORMATION: The Commission is being asked to consider the adoption of resolutions of necessity declaring its intent to acquire fee, easement and temporary construction easement interests in portions of certain real property, by eminent domain, more particularly described as Assessor Parcel No. 311-120-022 (Caltrans Parcel Numbers 22406-1, 22406-2, 22406-3, 22406-4, 22406-5 and 22406-6) and Assessor Parcel No. 311-180-032 (Caltrans Parcel Numbers 22408-1, 22408-2 and 22408-3), and, for freeway purposes, including the widening and maintenance of 1-215 from Scott Road to Nuevo Road, in Riverside County, California (the Project). The immediate need for the property acquisitions is to proceed with the construction of the Project. The acquisitions are required for and will benefit the community by adding one lane in each direction, widening or replacing bridges, resurfacing existing lanes, and adding sound walls where necessary. Preliminary title reports were obtained from Lawyers Title Insurance Company to confirm and identify the record owners of the parcels affected by the Project. The Commission then served the affected property owners with a notice of the Commission's decision to appraise the property. The Commission had the property appraised and made an offer to the record owners. Negotiations have been unsuccessful for the purchase of the property; however, the adoption of a resolution of necessity for each property will not prevent negotiations from continuing. Since an agreement has not been reached with the owners of record, it may be necessary to acquire the parcels described in the attachments by eminent domain. The initiation of the eminent domain process is accomplished by the Commission's adoption of resolutions of necessity for the affected property. Description Of Properties To Be Acquired Caltrans Parcel Numbers 22406-1, 22406-2, 22406-3, 22406-4, 22406-5, and 22406-6 are owned by Laurel Palms Apts., Inc. The property is located in Riverside County, California, and is referred to as the larger parcel. The property is occupied and improved with a residential apartment building complex, which houses residential tenants. Fee, easement and temporary construction easement interests are necessary for the Project. Agenda Item 7 • 2 • • • Ca!trans Parcel Numbers 22408-1, 22408-2 and 22408-3 are owned by Lillian E. Stephens, a sole Trustee of The Stephens Family Trust dated November 15, 1990, Steve Williams & Brenda Jordan, Successor Trustees of the Blake Family Trust, International Church of the Foursquare Gospel, Successor Trustee of the Judith Blake Living Trust (hereafter referred to as "Stephens et. al"). The property is located in Riverside County, California, and is referred to as the larger parcel. The property is vacant land. Easement and temporary construction easement interests are necessary for the Project. Project Description The Project will provide for the widening and maintenance of 1-215 from Scott Road to Nuevo Road, and other freeway purposes, in Riverside County, California. Hearings And Required Findings The action requested of the Commission at the conclusion of this hearing is the adoption of resolutions of necessity, authorizing the acquisition of real property interests by eminent domain. The property owners are Laurel Palms Apts., Inc. and the Stephens, et. al ownership. The properties are further identified in the legal descriptions and depicted on the maps, which are attached. California eminent domain law provides that a public entity may not commence with eminent domain proceedings until its governing body has adopted a resolution of necessity, which resolution may only be adopted after the governing body has given each party with an interest in the affected property, or their representatives, a reasonable opportunity to appear and be heard on the following matters: 1. The public interest and necessity require the proposed project; 2. The project is planned or located in a manner that will be most compatible with the greatest public good and the least private injury; 3. The real property to be acquired is necessary for the project; and 4. The offer of just compensation has been made to the property owners. Notices of the hearing were sent by first class mail to the property owners, and stated the Commission's intent to consider the adoption of a resolution, the right of each person to appear and be heard on these issues, and that failure to file a written request to appear would result in a waiver of the right to appear and be heard. The Commission has scheduled this hearing at which all persons who filed a written request within 15 days of the date of notice was mailed may appear and be heard. The Commission's legal counsel mailed the required notices to the Laurel Palms Apts. Inc. property owner on December 9, 2011, in accordance with the California Code of Civil Procedure, section 1245.235; an amended notice was Agenda Item 7 mailed on December 15, 2011; and a second amended notice was mailed on January 27, 2012. The Commission's legal counsel mailed the required notices to the Stephens/Blake property owners on February 6, 201 2, in accordance with the California Code of Civil Procedure, section 1245.235. The property owners were also invited to meet with Commission and Caltrans staff to address any concerns the property owners may have with the design of the Project in the manner proposed and the necessity of the acquisition. The four required findings are addressed as follows: 1. Public Interest And Necessity Require The Proposed Project The acquisition of the property is necessary to construct the Project, which will reduce traffic congestion and enhance safety by adding one lane in each direction, widening or replacing bridges, resurfacing existing lanes and adding sound walls where necessary. 2. The Project Is Planned Or Located In A Manner That Will Be Most Compatible With The Greatest Public Good And The Least Private Injury A thorough analysis was conducted to find the single best location for this Project. Environmental analyses and findings indicate that these sites uniquely satisfy the engineering, public health, and environmental issues, and these locations are the most compatible with the greatest public good. These locations that will result in the least private injury. 3. The Property Sought To Be Acquired Is Necessary For The Proposed Project As described above, a careful analysis was performed regarding these locations and what property and property rights were needed, and these parcels meet all the desired characteristics for the construction of the improvements for the Project. 4. The Offer Of Just Compensation Has Been Made Appraisals and appraisal reviews were prepared by the Commission's appraisers, Mason and Mason, and R. P. Laurain & Associates, Inc., respectively, to establish the fair market value of the real property the Commission is seeking to acquire from the interests owned by the property owners identified herein. Offers of just compensation were made to the property owners to purchase the property interests, based on the approved appraisals, as required by Section 7267.2 of the California Government Code. Although negotiated settlements may still be possible, it would be Agenda Item 7 • • 4 • • appropriate to commence the procedures to acquire the properties through eminent domain, to ensure that the properties will be available to meet the time frames associated with the construction of the Project. Environmental Analysis Compliance with the California Environmental Quality Act (CEQA) has been satisfied by the adoption of the Mitigated Negative Declaration/Finding of No Significant Impact in April 2011. Fiscal Impact There is no fiscal impact for this action. Notice of Public Hearing A notice of hearing to the property owners was mailed on December 9, 2011, to the Laurel Palms Apts., Inc. property owners of record. An amended notice of hearing to property owners was mailed on December 15, 2011. A second amended notice of hearing to property owners was mailed on January 27, 2012. A Notice of Hearing to Property Owners was mailed on February 6, 2012, to the Stephens et.al property owners of record. Attachments: 1) Resolution No. 12-001 2) Resolution No. 12-011 Agenda Item 7 • • • RESOLUTION NO. 12-001 Resolution of Necessity for the Acquisition of Fee, Easement, and Temporary Construction Easement Interests in Portions of Certain Real Property, by Eminent Domain, More Particularly Described as Assessor Parcel No. 311-120-022 (CPNS 22406-1, 22406-2, 22406-3, 22406- 4, 22406-5 and 22406-6) for Freeway Purposes, Including the Widening and Maintenance of Interstate 215 from Scott Road to Nuevo Road, in Riverside County, California WHEREAS, the Riverside County Transportation Commission (the "Commission") proposes to acquire fee, easement and temporary construction easement interests in portions of certain real property, located in Riverside County, California, more particularly described as Assessor Parcel Number 311-120-022 (CPNS 22406-1, 22406-2, 22406-3, 22406-4, 22406-5 and 22406-6), for freeway purposes, including the widening and maintenance of Interstate 215 from Scott Road to Nuevo Road, in Riverside County, California, pursuant to the authority granted to it by section 130220.5 of the California Public Utilities Code; and WHEREAS, pursuant to section 1245.235 of the California Code of Civil Procedure, the Commission scheduled a public hearing for Wednesday, March 14, 2012 at 9:30 a.m., at the County Administration Building, Board of Supervisors Chambers, at 4080 Lemon Street, Riverside, California, and gave to each person whose property is to be acquired and whose name and address appeared on the last equalized county assessment roll, notice and a reasonable opportunity to appear at said hearing and be heard on the matters referred to in section 1240.030 of the California Code of Civil Procedure; and WHEREAS, said hearing has been held by the Commission, and each affected property owner was afforded an opportunity to be heard on said matters; and WHEREAS, the Commission may now adopt a Resolution of Necessity pursuant to section 1240.040 of the California Code of Civil Procedure; NOW, THEREFORE, THE COMMISSION DOES HEREBY RESOLVE AND DECLARE AS FOLLOWS: Section 1. Compliance with California Code of Civil Procedure. There has been compliance by the Commission with the requirements of section 1245.235 of the California Code of Civil Procedure regarding notice and hearing. 6 Section 2. Public Use. The public use for the fee, easement and temporary construction easement interests in the property to be acquired is for freeway purposes, including the widening and maintenance of Interstate 215 (1-215) from Scott Road to Nuevo Road, in Riverside County, California. Section 130220.5 of the California Public Utilities Code authorizes the Commission to acquire, by eminent domain, property necessary for such purposes. Section 3. Description of Property. Attached and marked as Exhibit "1" are the legal descriptions and plat maps of the interests to be acquired by the Commission, which describe the general location and extent of the property with sufficient detail for reasonable identification. Section 4. Findings. The Commission hereby finds and determines each of the following: (a) The public interest and necessity require the proposed project; (b) The proposed project is planned or located in the manner that will be most compatible with the greatest public good and least private injury; (c) The property described in Exhibit "1" is necessary for the proposed project; and (d) The offer required by section 7267.2 of the California Government Code was made. Section 5. Use Not Unreasonably Interfering with Existing Public Use. Some or all of the real property affected by the interest to be acquired is subject to easements and rights -of -way appropriated to existing public uses. The legal descriptions of these easements and rights -of -way are on file with the Commission and describe the general location and extent of the easements and rights -of -way with sufficient detail for reasonable identification. In the event the herein described use or uses will not unreasonably interfere with or impair the continuance of the public use as it now exists or may reasonably be expected to exist in the future, counsel for the Commission is authorized to acquire the herein described interest subject to such existing public use(s) pursuant to section 1240.510 of the California Code of Civil Procedure. Section 6. More Necessary Public Use. Some or all of the real property affected by the interest to be acquired is subject to easements and rights -of -way appropriated to existing public uses. To the extent that the herein described use or uses will unreasonably interfere with or impair the continuance of the public use as it now exists or may reasonably be expected to exist in the future, the Commission finds and determines that the herein described use or uses are more necessary than said existing public use. Counsel for the Commission is authorized to acquire the herein described 17336 01901 \7066476 1 • 7 • • • real property appropriated to such existing public uses pursuant to section 1240.610 of the California Code of Civil Procedure. Staff is further authorized to make such improvements to the affected real property that it determines are reasonably necessary to mitigate any adverse impact upon the existing public use. Section 7. Further Activities. Counsel for the Commission is hereby authorized to acquire the hereinabove described real property in the name of and on behalf of the Commission by eminent domain, and counsel is authorized to institute and prosecute such legal proceedings as may be required in connection therewith. Legal counsel is further authorized to take such steps as may be authorized and required by law, and to make such security deposits as may be required by order of court, to permit the Commission to take possession of and use said real property at the earliest possible time. Counsel is further authorized to correct any errors or to make or agree to non -material changes in the legal description of the real property that are deemed necessary for the conduct of the condemnation action, or other proceedings or transactions required to acquire the subject real property. Counsel is further authorized to reduce or modify the extent of the interests or property to be acquired so as to reduce the compensation payable in the action where such change would not substantially impair the construction and operation for the project for which the real property is being acquired. Section 8. Effective Date. This Resolution shall take effect upon adoption. APPROVED AND ADOPTED this 14th day of March, 2012. John J. Benoit, Chair Riverside County Transportation Commission ATTEST: Jennifer Harmon, Clerk of the Board Riverside County Transportation Commission 8 • Riverside County 'Transportation Commission Definitions of Leval Rights to be Ac uired The following is a list of definitions of legal rights to be acquired by the Riverside County Transportation Commission ("RCTC"): "Fee Acquisition" also known as fee simple or fee simple absolute, refers to complete or absolute ownership of the property in the County of Riverside, State of California. The property affected is described in the legal description and depiction(s) attached hereto and by reference made a part hereof. • • "Maintenance Access Road Easement" refers to an non-exclusive permanent and perpetual easement and right of way for ingress and egress, in favor of RCTC, its successors and assigns, as determined necessary by RCTC, together with all necessary rights under and across the property in connection with the exercise of any easementen ith ghts ,eretod scribed herein. RCTC, including its successors and assigns, also have the right, pursuant to this easement, to utilize the easement area to provide temporary parking for the benefit of the owner, tenants or the property, including any activity necessary to construct such temporary parking. The area can be used for the purposes of temporary parking during the course of construction. RCTC, including its successors and assigns, also have the right, pursuant to this easement, to pave and restripe any portion of this easement area to restore parking that existed prior to use of the easement area and was impacted as a result of use of the easement area. The property affected is desc»bed in the legal description and depiction(s) attached hereto and by reference made a part hereof. Property Owner shall not erect or construct, or permit to be erected or constructed, any building, structure or improvement on, over, or under any portion of the easement, or plant trees or a other vegetation on any portion of the easement except with the prior written consent of RCTC, its successors and assigns. RCTC shall have the right to trim, cut or clear away any trees, brush, or other vegetation from time to time as determined in its sole discretion, without payment of additional compensation. No other easements shall be granted on, under or over the easement without the prior written consent of RCTC, its successors and assigns. The ground elevations of the roadway upon completion of construction shall not be further increased or decreased without the prior written consent of RCTC. Property Owner shall not cause, directly, indirectly or negligently, any interference with or harm to the rights conveyed hereunder. 10 EXHIBIT 1, PAGE 1 "Footing Easement" grants to RCTC permanent and perpetual easements together with the right of RCTC, its successors and assigns, to forever construct, use, maintain, repair, replace, improve, alter, relocate, inspect and occupy footings and appurtenances accommodate necessary for the construction of sound walls and/or retaining walls to he built as part of the I-215 Widening Project. RCTC, including its successors and assigns, also have the right, pursuant to this easement, to utilize the easement area to provide temporary parking for the benefit of the owner, tenants or the property, including any activity necessary to construct such temporary parking. The area can be used for the purposes of temporary parking during the course of construction. RCTC, including its successors and assigns, also have the right, pursuant to this easement, to pave and restripe any portion of this easement area to restore parking that existed prior to use of the easement area and was impacted as a result of use of the easement area. The property affected is described in the legal description and depiction(s) attached hereto and by reference made a part hereof. RCTC shall be entitled to trim, cut or clear away any trees, brush, or other vegetation or flora from time to time determined in its sole discretion without payment of any additional compensation. No other easement or easements shall be granted on, under or over the easement without obtaining the prior written consent of RCTC, its successors and assigns. Property Owner shall not cause, directly, indirectly or negligently, any interference with or harm to the rights conveyed hereunder. "Temporary Construction Easement" or "TCE" refers to the non-exclusive easement and right of RCTC, its successors, and assigns, to engage in construction and related activities related to the construction of the Project, together with all necessary rights of ingress and egress to the non-exclusive easement area in connection with the exercise of any of the easement rights described herein. RCTC, including its successors and assigns, also have the right, pursuant to this easement, to utilize the easement area to provide temporary parking for the benefit of the owner, tenants or the property, including any .activity necessary to construct such temporary parking. The area can be used for the purposes of temporary parking during the course of - construction. RCTC, including its successors and assigns, also have the right, pursuant to this easement, to pave and restripe any portion of this easement area to restore parking that existed prior to use of the easement area and was impacted as a result of use of the easement area. The property affected is described in the legal description and depiction(s) attached hereto and by reference made a part hereof. The TCE shall commence on the date the contractor is issued the Notice to Proceed letter and will terminate upon recording of the Notice of Completion of the Project by RCTC. No other easements shall be granted on, under or over the easement area while the easement is in force and effect without the prior written consent of RCTC, its successors and assigns. Property Owner shall not cause, directly, indirectly or negligently, any interference with or harm to the rights conveyed hereunder. • • • EXHIBIT 1, PAGE 2 11 • PSOMAS 1 EXHIBIT "Al" 2 LEGAL DESCRIPTION 3 4 PARCEL 22406-1 5 A PN 311-120-022 6 7 That portion of Lot Ain Block 10 of Figadota Farms No. 8, in the City of Perris, County 8 of Riverside, State of California, as shown on the map filed in Book 16, Pages 88 and 89 9 of Maps, in the Office of the County Recorder of said County, together with that portion 10 of Lot C in Block 4 of Figadota Farms No. 8-A, as shown on the map filed in Book 17, 11 Page 1 of Maps, in the Office of the County Recorder of said County, described as 12 follows: 13 14 Beginning at the intersection of the westerly line of Perris Boulevard, having a 50 foot 15 westerly half width as shown on said maps, with the southwesterly right of way line of 16 ' State Route 215, 142 feet wide as described in a deed to the State of California recorded 17 !i' September 5, 1952, in Book 1397, Page 566, of Official Records, in the office of the 18 County Recorder of said County; thence along said southwesterly right of way line 19 North 51°18'04" West 828.54 feet to the beginning of a non -tangent curve, concave 20 westerly, having a radius of 731.50 feet, a radial line to said curve bears 21 ;i South 85°23'53" East, said curve also being the True Point of Beginning; thence 22 southerly along said curve through a central angle of 06°57'26" an arc distance of 23 88.83 feet; thence South 11°33'33" West 178.37 feet to the easterly right of way line of 24 State Route 215 as described in a Director's Deed to Bertha E. Colahan recorded 25 March 10, 1952, in Book 1348, Page 402, of Official Records, in the office of the County 26 Recorder of said County; thence along said easterly right of way line 27 North 03°29'54" West 27.10 feet to the northeasterly right of way line of State Route 215 28 as described in a Director's Deed to Edwin and Rose Guy recorded December 11, 1973 29 as Instrument No. 159620, of Official Records, in the office of the County Recorder of 30 said County; thence along said northeasterly right of way line North 06°58'20" East 31 252.83 feet to the southwesterly right of way line of State Route 215, 142 feet wide as td \21.i RS20 I 003'SU Rt'EY`.LEGALS',FEE''22406-1.DOC 2113/2012 10:37 ABM , Page 1 ,f 2 12 EXHIBIT 1, PAGE 3 PSOMAS 1 described in said Director's Deed; thence along last said southwesterly right of way line 2 South 51°18'04" East 24.58 feet to the True Point of Beginning. 3 4 Contains 4,072 square feet, more or less. 5 6 See Exhibit 'A2' attached hereto and made a part hereof. 7 8 The distances described herein are grid distances and are based on California Coordinate 9 System of 1983, Zone 6, 2007.00 epoch. Ground distances may be obtained by dividing 10 '; grid distances by the mean combination factor of the courses being described. The mean 11 combination factor for this conversion is 0.99991367. 12 13 This conveyance is made for the purpose of a freeway and the Grantor hereby releases 14 and relinquishes to the Grantee any and all abutter's rights or access, appurtenant to 15 Grantor's remaining property, in and to said freeway. 16 17 i This legal description was prepared by me or under my direction. 18 19 20 'i David A. Moritz, PLS 7388 Date 21 22 23 24 25 26 27 28 29 30 31 02/15/12 vt 2t1RS701003\SL'R EY` EG. LS`tE 22,106-1.DOC 2/13770!? 10:37 AM Page 2of2 13 EXHIBIT 1, PAGE 4 LEGEND • PARCEL# 22406-1 EXHIBIT A2 311-120-022 GRANTOR FERRIS POB Indicates Point Of Beginning TPOB Indicates True Point Of Beginning (R) Indicates Radial Bearing C ) Title to State 1 1 HI I Access Prohibited NOTES 4,072 SO.FT. 1348 PG 402 r r, > >J ^4 • j f Sri TPOB 2406-1) SEE SHEET 2 co / / / / / / / / NOT A PART PJR J SF J J 30 S r1 ��,J\II, 22406-1 / / / Coordinates and bearings are on CCS 1983(2007.00) Zone 6. Distances and stationing are grid distances. Divide Iby 0.99991367 to obtain ground distances. All distances are in feet unless otherwise noted. ( P [ Y iPSOMAS FEE AOUISITION (F) FEET 0 50 100 200 300 DATE: 02-15-12 REV.: DISTRICT ( COUNTY! ROUTE 8 y pry EA: 0F162 PA#: SHEET PM ISHE_EI NO. TOTAL SHEETS EXHIBI AZ,E �. 14 EXHIBIT A2 PARCEL# TITLE GRANTOR 22406-1 NO3° 29'54"0/ / /27.10' / / A°2 / / QG / IP / /\ Ck' LEGEND F LAUREL PALMS APTS.INC. AREA APN 4,072 SO.FT. // / / 0� cr ,, { \ P _\G Sal ( 22406-1 P08 Indicates Point Of Beginning TPOB Indicates True Point Of Beginning (8) Indicates Radial Bearing C---) Title to State ! i l I i Access Prohibited NOTES Coordinates and bearings ore on CCS 1983(2007.00) Zone 6. Distances and stationing are grid distances. Divide by 0.99991367 to obtain ground distances. All distances are in feet unless otherwise noted. OPP.PAREO 9Y: ?SOMAS J uo 0oc 752 311-120-022 S51 °18'04"E \$ o / �o• / / / / / 24.58' 0 CO z El CC z V) X w w 0 cr w F— • 22406-1 FEE AQUISITION (F) FEET 0 25 50 100 150 !DATE: 02-15-12 REV.: !DISTRICT R COUNTY uU� Rn T` � Q.! , 215 15 EA: 01='62 :,Ax: _ , TOTAL TS' SHEET PM 27. 1 EXHIBIT , PAGE 6,. PSOMAS EXHIBIT "B1" 2 LEGAL DESCRIPTION 3 4 PARCEL 22406-2 5 APN 311-120-022 6 7 That portion of the northeast quarter of the southeast quarter of Section 30, 8 Township 4 South, Range 3 West, San Bernardino Base and Meridian, in the City of 9 Perris, County of Riverside, State of California, according to the official plat thereof, 10 together with those portions of Lots A and B in Block 11, and Lot A in Block 10 of 11 Figadota Farms No. 8, as shown on the map filed in Book 16, Pages 88 and 89 of Maps, 12 in the Office of the County Recorder of said County, together with that portion of Lot C 13 in Block 4 of Figadota Farms No. 8-A, as shown on the map filed in Book 17, Page 1 of 14 Maps, in the Office of the County Recorder of said County, described as follows: 15 16 !; Beginning at the intersection of the westerly line of Perris Boulevard, having a 50 foot 17 westerly half width as shown on said maps, with the southwesterly right of way line of 18 State Route 215, 142 feet wide as described in a deed to the State of California recorded 19 September 5, 1952, in Book 1397, Page 566, of Official Records, in the office of the 20 County Recorder of said County; thence along said southwesterly right of way line 21 North 51°18'04" West 94.51 feet to the southerly line of said Lot B and True Point of 22 Beginning; thence continuing along the southwesterly right of way line of State Route 23 215, 142 feet wide as described in a Director's Deed to Keith and Alene Krug recorded 24 December 3, 1973 as Instrument No. 155998, of Official Records, in the office of the 25 County Recorder of said County, North 51°18'04" West 734.03 feet to the beginning of a 26 non -tangent curve, concave westerly, having a radius of 731.50 feet, a radial line to said 27 curve bears South 85°23'53" East; thence southerly along said curve through a central 28 angle of 00°56'26" an arc distance of 12.01 feet to a line that is 10.00 feet southwesterly 29 of and parallel with the southwesterly right of way line of State Route 215, 142 feet wide 30 as described in a Director's Deed to Edwin and Rose Guy recorded December 11, 1973 31 as Instrument No. 159620, of Official Records, in the office of the County Recorder of 42IAS201003 St,'1ZVE'r"'i_r:GALSPE°%24,6-A.DOC 2;1x: 2012 10.44 AN! Page 1 of 2 16 EXHIBIT 1, PAGE 7 PSOMAS 1 said County; thence along said parallel line South 51°18'04" East 714.63 feet to said 2 southerly line; thence along said southerly line South 89°24'34" East 16.20 feet to the 3 True Point of Beginning. 4 5 Contains 7,243 square feet, more or less. 6 7 See Exhibit 'B2' attached hereto and made a part hereof. 8 9 The distances described herein are grid distances and are based on California Coordinate 10 System of 1983, Zone 6, 2007.00 epoch. Ground distances may be obtained by dividing 11 grid distances by the mean combination factor of the courses being described. The mean 12 combination factor for this conversion is 0.99991367. 13 14 15 16 This legal description was prepared by me or under my direction. 17 David A. Moritz, PLS 7388 18 19 20 21 22 23 24 25 26 27 28 29 30 31 02/15/12 Date M:`- ' RS2n1003SU R EY'LEG LS PE224fO, -2.DOC 2/1 /2017 IO.F4 AM Page 2 of 2 17 EXHIBIT 1, PAGE 8 EXHIBIT B2 • • PARCEL TITLE GRANTOR AREA APN 22406-2 E LAUREL PALMS APTS. INC. 7,243 SOFT. 31 1 -120- 022 o o 'N-) v o O B� v O 9O� 57- 6:c3oF POB 8, 0 v �Q / 1 224O6 0c `(\, K 1 1 P ^� OCt -' / cP �QOO F,�1 /�,"�P I \ K''''- o o A\� QI / �'O TPOB COCK / 1 �P / / // / `6 Q / f r �f?'l 71 Ju, J i J11, /-4O v % _ • /97 7S °,022 960 \ N o0 � ��tio 4)*(') j/ / a �� U,/% / / a i � / I // / A PART /l SrC, 30 / y t�3 �iI / e , III , I / / / / -2 / Q 0.0 / X00 l _ Ao F a c \�' -��%�' \gyp ck, �� / � 2/ / NOT / FOR, T4S s , DOC NO. 1 973 15599& N• (oN �i cr / OR BK 1397 PC 566 PERRIS BLVD LEGEND POB Indicates Point TPOB Indicates True (R) Indicates Radial Of Beginning Point Of Beginning Bearing ( ) Title to State 1 I I 1 1 Access Prohibited NOTES FEET 22 40 6_ 2 v EASEMENT (E) Coordinates and bearings ore on CCS 1983(2007.00) Zone 6. Distonces and stationing are grid distances. Divide by 0.99991367 to obtain ground distances. Ail distances are in feet unless otherwise noted. t — . 0 50 100 200 300 PP PAP_ C ': T PSOMAS r ia" 4.5.:5- _e I;,D,A T E' 02_ _' �, ��' UF. i 6G „Z; ` t ~'.� I i �� � T �,v0 I T � AL JiiC_ rr D.STR(CT i � U TY1 R0UTE1 SHEET PM 1SHEE T a 8 t. IV 7 i 7,1 I EXHIBIT 11, PAGE 91 18 • • • 19 • • • PSOMAS 1 2 EXHIBIT "B1" LEGAL DESCRIPTION 3 4 PARCEL 22406-3 5 APN 311-120-022 6 7 That portion of Lot A in Block 10 of Figadota Farms No. 8, in the City of Perris, County 8 of Riverside, State of California, as shown on the map filed in Book 16, Pages 88 and 89 9 of Maps, in the Office of the County Recorder of said County, and together with that 10 portion of Lot C in Block 4 of Figadota Farms No. 8-A, in said City of said County, as 11 shown on the map filed in Book 17, Page 1 of Maps, in the Office of the County 12 Recorder of said County, described as follows: 13 14 Beginning at the intersection of the westerly line of Perris Boulevard, having a 50 foot 15 westerly half width as shown on said maps, with the southwesterly right of way line of 16 State Route 215, 142 feet wide as described in a deed to the State of California recorded 17 September 5, 1952, in Book 1397, Page 566, of Official Records, in the office of the 18 County Recorder of said County; thence along said southwesterly right of way line 19 North 51°18'04" West 828.54 feet to the beginning of a non -tangent curve, concave 20 westerly, having a radius of 731.50 feet, a radial line to said curve bears 21 South 85°23'53" East; thence southerly along said curve through a central angle of 22 00°56'26" an arc distance of 12.01 feet to a line that is 10.00 feet southwesterly of and 23 parallel with the southwesterly right of way line of State Route 215, 142 feet wide as 24 described in a Director's Deed to Edwin and Rose Guy recorded December 11, 1973 as 25 Instrument No. 159620, of Official Records, in the office of the County Recorder of said 26 County, and the True Point of Beginning; thence continuing southerly along said curve 27 through a central angle of 06°01'00" an arc distance of 76.82 feet; thence 28 South 11'33'33" West 178.37 feet to the easterly right of way line of State Route 215 as 29 described in a Director's Deed to Bertha E. Colahan recorded March 10, 1952, in Book 30 1348, Page 402, of Official Records, in the office of the County Recorder of said County; 31 thence along said easterly right of way line South 03°29'54" East 38.50 feet; thence `R ' 2 L' R S20 WO3' S L R L E -G ALS'•.P E' 240b-3. DOC 2p 2 10:46 AM Page [ of 2 20 EXHIBIT 1, PAGE 10 PSOMAS 1 North 11°33'33" East 215.54 feet to the beginning of a curve, concave westerly, having a 2 radius of 741.50 feet; thence northerly along said curve through a central angle of 3 05°30'48" an arc distance of 71.35 feet to a line that is 10.00 feet southwesterly of and 4 parallel with the southwesterly right of way line of said Director's Deed to Edwin and 5 Rose Guy; thence along said parallel line North 51°18'04" West 11.91 feet to the True 6 Point of Beginning. 7 8 Contains 2,710 square feet, more or less. 9 10 See Exhibit `B2' attached hereto and made a part hereof. 11 12 '' The distances described herein are grid distances and are based on California Coordinate 13 System of 1983, Zone 6, 2007.00 epoch. Ground distances may be obtained by dividing 14 grid distances by the mean combination factor of the courses being described. The mean 15 combination factor for this conversion is 0.99991367. 16 17 This legal description was prepared by me or under my direction. 18 19 02/15/12 20 " David A. Moritz, PLS 7388 Date 21 22 23 24 25 26 27 28 29 30 31 \1:'2LIRS2O1003 Si RvE` 'L -GALS.PE22406-3.DOC 2/13/7012 10:46 AM Page 2 of 2 • • 21 EXHIBIT 1, PAGE 11 EXHIBIT B2 PARCEL# 22406-3 TITLE E GRANTOR LAUREL PALMS APTS. INC. CURVE DATA TABLE NO. DELTA RADIUS LENGTH C1 05°30'48" 741.50' 71.35' C2 06°01'00" 731.50' 76.82,' C3 00°56'26" 731.50' 12.01' m POB LEGEND POB Indicates Point Of Beginning TP08 Indicates True Point Of Beginning (R) Indicates Radio! Bearing Title to State 11 ! ! I Access Prohibited NOTES AREA 2,710 SO.FT. APN 311-120-022 �--OR BK 1348 PG 402 V N/ j/ c.22406-3 /100c Qoj (3 I Q� — 7 DETAIL "A" �`�1 NOT TO SCALE r-- CA- 07- C ,9,3`75960 / . of / / I �G7 I, / / ' \ 0. / 9 'k<t) 0) NOT A ck C TPOB SEE DETAIL " THIS SHEET / / -s s8S ° S03°29'54"E S84°2,�� g3\ (R 38.50' S770 3 Tp �(R1 1 08 I 18.�33, () 70 �1ior Coordinates and bearings are on CCS 1983(2007.00) Zone 6. Distances and stationing are grid distonces. Divide by 0.99991367 to obtain ground distances. All distances are in feet • unless other.yise noted. PQEPAPED BY: PS OMAS ET 0- 2 2 4 0 6 -3 EASEMENT (E) 50 100 200 300 (DATE:.02-1J 1.2 REV.: (DISTRICT I COUNTYI ROUT= I Piv 215 EA: OF 162 F A.s: SHEET PM -»• SHEET NO. EXHIBIT 1 • TOTAL SHEETS PAGE 12 , I II 22 • 23 • • • PS OMAS 1 EXHIBIT "A" 2 LEGAL DESCRIPTION 3 4 PARCEL 22406-4 5 APN 311-120-022 6 7 That portion of the northeast quarter of the southeast quarter of Section 30, 8 Township 4 South, Range 3 West, San Bernardino Base and Meridian, in the City of 9 Perris, County of Riverside, State of California, according to the official plat thereof, 10 together with those portions of Lots A and B in Block 11, and Lot A in Block 10 of 11 Figadota Farms No. 8, as shown on the map filed in Book 16, Pages 88 and 89 of Maps, 12 in the Office of the County Recorder of said County, together with that portion of Lot C 13 in Block 4 of Figadota Farms No. 8-A, as shown on the map filed in Book 17, Page 1 of 14 Maps, in the Office of the County Recorder of said County, described as follows: 15 16 17 18 19 20 21 22 23 Beginning at the intersection of the westerly line of Perris Boulevard, having 50 foot westerly half width as shown on said maps, with the southwesterly right of way line of State Route 215, 142 feet wide as described in a deed to the State of California recorded September 5, 1952, in Book 1397, Page 566, of Official Records, in the office of the County Recorder of said County; thence along said southwesterly right of way line North 51°18'04" West 94.51 feet to the southerly line of said Lot B; thence along said southerly line North 89°24'34" West 16.20 feet to a line that is 10.00 feet southwesterly of and parallel with the southwesterly right of way line of State Route 215, 142 feet wide 24 as described in a Director's Deed to Keith and Alene Krug recorded December 3, 1973 as 25 Instrument No. 155998, of Official Records, in the office of the County Recorder of said 26 County; thence along said parallel line North 51°18'04" West 191.75 feet to the True 27 Point of Beginning; thence continuing along said parallel line North 51°18'04" West 28 510.97 feet to the beginning of a non -tangent curve, concave westerly, having a radius of 29 74I.50 feet, a radial line to said curve bears South 83'57'15" East; thence southerly 30 along said curve through a central angle of 05°30'48" an arc distance of 71.35 feet; 31 thence South 11°33'33" West 20.21 feet; thence North 38°41'56" East 54.82 feet to a line 1_,.'_ RS201003'SU VEY'L 1At, Tf P 2.406-4.tDOC 17/!3P011 10 :54 AM Page I of 2 24 EXHIBIT 1, PAGE 13 PSOMAS 1 that is 35.00 feet southwesterly of and parallel with the southwesterly right of way line of 2 State Route 215, 142 feet wide as described in a Director's Deed to Edwin and Rose Guy 3 recorded December 11, 1973 as Instrument No. 159620, of Official Records, in the office 4 of the County Recorder of said County; thence along said parallel line 5 South 51°18'04" East 466.20 feet; thence North 38°41'56" East 25.00 feet to the True 6 Point of Beginning. 7 8 Contains 13,367 square feet, more or less. 9 10 See Exhibit `C2' attached hereto and made a part hereof. 11 12 " The distances described herein are grid distances and are based on California Coordinate 13 System of 1983, Zone 6, 2007.00 epoch. Ground distances may be obtained by dividing 14 grid distances by the mean combination factor of the courses being described. The mean 15 combination factor for this conversion is 0.99991367. 16 17 18 This legal description was prepared by me or under my direction. 19 20 02/15/12 21 David A. Moritz, PLS 7388 Date 22 23 24 25 26 27 28 29 30 31 LRS20 003' SU 13\n-: LEGAL ,C t E,22406-4 DOC 3/201_2 10:54 AM Rage 2of2- 25 EXHIBIT 1, PAGE 14 PARCEL# 22406-4 0 1 v C� ^� V P O O N38°41'56"E — 25.00' a0/ A l�/ / 9 293 o �� �` �I� Q .20,; / ,`c)'` /q,A •N O 01(6 , TITLE TCE EXHIBIT C2 GRANTOR AREA LAUREL PALMS APTS. INC. 13,367 SOFT. O LEGEND APN 311-120-022 S17°33, r�� �{;f JD ,� c'0 •cD1 • f�� 1-:) "0 fr� )41`-,1 N38°41'56"E 54.82' / 1 \7 (DS-% -3)7 Co NOT A PART FOR, SEC), 30 • -1 3 y R�3 J J J J J DOC NO. 1973-155998 OR BK 1397 PG 566 PERRIS BLVD P0B indicates Point Of Beginning TPOB Indicates True Point Of Beginning (R) Indicates Radial Bearing C----) Title to State 1 1 1 1 1 Access Prohibited 'j! NOTES Coordinates and bearings are an ICCS 1383(2007.00) Zone 6. Distances and 'stationing are grid distances. Divide '%'Y 0.39991367 to obtain ground 'distances. All distances ore in feet / / CURVE DATA TABLE (NO.I DELTA I RADIUS LENGTH C1 05°30'48" 741.50" 71.35' 22406-4 TEMPORARY CONSTRUCT/ON EASEMENT (TCE) unless otherwise noted. FEET 0 50 100 f ;GAT 07-15-12 REV.: : (DISTDISTRICT 1 RICT ��� � •• (.�i�t'ViJTF _.__ I J ! n 200 300 EA: OF162 FA#: SHEET PM 'SHEET NO. TOTAL SHEETS: --EXHtBfl--j-PA F is 26 • 27 • • • PSOMAS 1 2 3 4 PARCEL 22406-5 5 APN 311-120-022 EXHIBIT "A" LEGAL DESCRIPTION 6 7 Those portions of Lots A and B in Block 10 of Figadota Farms No. 8, in the City of 8 Perris, County of Riverside, State of California, as shown on the map filed in Book 16, 9 Pages 88 and 89 of Maps, in the Office of the County Recorder of said County, together 10 with that portion of Lot C in Block 4 of Figadota Farms No. 8-A, as shown on the map 11 filed in Book 17, Page 1 of Maps, in the Office of the County Recorder of said County, 12 described as follows: 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27p 28 29 30 31 Beginning at the intersection of the westerly line of Perris Boulevard, having a 50 foot westerly half width as shown on said maps, with the southwesterly right of way line of State Route 215, 142 feet wide as described in a deed to the State of California recorded September 5, 1952, in Book 1397, Page 566, of Official Records, in the office of the County Recorder of said County; thence along said southwesterly right of way line North 51°18'04" West 94.51 feet to the southerly line of Lot B in Block 11 of Figadota Farms No. 8, as shown on the map filed in Book 16, Pages 88 and 89 of Maps, in the Office of the County Recorder of said County; thence along said southerly line North 89°24'34" West 16.20 feet to a line that is 10.00 feet southwesterly of and parallel with the southwesterly right of way line of State Route 215, 142 feet wide as described in a Director's Deed to Keith and Alene Krug recorded December 3, 1973 as Instrument No. 155998, of Official Records, in the office of the County Recorder of said County; thence along said parallel line North 51°18'04" West 702.72 feet to the beginning of a non -tangent curve, concave westerly, having a radius of 741.50 feet, a radial line to said curve bears South 83°57'15" East; thence southerly along said curve through a central angle of 05°30'48" an arc distance of 71.35 feet; thence South 1 1°33'33" West 57.36 feet to the True Point of Beginning; thence continuing South 11'33'33- West 158.18 feet to the easterly right of way line of State Route 215 as described in a Director's Deed to 0.'2URS20 00 1 R1EY'L EGAL.h-TC 22406-f,.DOC 2.13/20!2 0.54:x :1 Page 1 of 2 28 EXHIBIT 1, PAGE 16 PSOMAS 1 Bertha E. Colahan recorded March 10, 1952, in Book 1348, Page 402, of Official 2 Records, in the office of the County Recorder of said County; thence along said easterly 3 right of way line South 03°29'54" East 50.00 feet; thence North 07°57'33" East 4 206.88 feet to the True Point of Beginning. 5 6 Contains 1,027 square feet, more or less. 7 8 See Exhibit 'C2' attached hereto and made a part hereof. 9 10 The distances described herein are grid distances and are based on California Coordinate 11 System of 1983, Zone 6, 2007.00 epoch. Ground distances may be obtained by dividing 12 grid distances by the mean combination factor of the courses being described. The mean 13 combination factor for this conversion is 0.99991367. 14 15 16 This legal description was prepared by me or under my direction. 17 18 02/15/12 19 David A. Moritz, PLS 7388 Date 20 21 22 23 24 25 26 27 28 29 30 31 RS2,01003 SUR EY.LEGALS'IC ._',2,, 3'20 10 :54 AM Page 2 of 2 • 29 EXHIBIT 1, PAGE 17 PARCEL# 22406-5 NO. Cl NO. L1 TITLE TCE EXHIBIT C2 GRANTOR LAUREL PALMS APTS. INC. CURVE DATA TABLE DELTA 05°30'48" RADIUS 74 1 .50' LINE DATA TABLE BEARING 511°33'33"w LEGEND LENGTH 71.35' DISTANCE 57.36' r- OR B K 1348 r l D A O O r PG 402 1_7', ,. r'," n A � 1�/1 , , 1 7 / 1 AREA APN 1,027 SOFT. 311-120-022 SEE DETAIL "A" THIS SHEET 0 TPOB/; (3 / ,20 022 59620 7 / \ / k, / 1ti / e o 61-717 / //Q Po �1 y'/ G'j7 CO / 000 77 / DOC NO. 1973-155998 OR BK 1397 PG 566 PERRIS BLVD POB Indicates Point Of Beginning TPOB Indicates True Point Of Beginning (R) Indicates Radial Bearing i Title to State I I I I Access Prohibited NOTES / NOT A- PART! POTS SP -C, 30// -12-13; R31/11 3,8,M, ,8 r) ,1/1 ` / S03°29'54"E 50.00' DETAIL "A" NOT TO SCALE Coordinates and bearings are on CCS 11983(2007.00) Zone 6. Distances and Istationing are grid distances. Divide by 0.99991367 to obtain ground distances. AM distances are in feet 41110 unless otherwise noted. 1=, <o i 1DATE: 02 1 I MA S �. e E`7 FA; OF . 62 C �DISTRI; COUNTY! ROUT�I l I I _ PM i i ,� � ., _�� w• � C Jt-ittT C SHEET 1�.IC��� TOTAL SHRE�r TS; 8 P i °r 1 , �, TT1 -RAGE It f FEET 22406-5 TEMPORARY CONSTRUCTION EASEMENT (TCE) 0 50 100 200 300 30 • 31 24 25 26 27 PSOMAS 2 3 4 PARCEL 22406-6 5 APN 311-120-022 EXHIBIT "A" LEGAL DESCRIPTION 6 7 That portion of Lot B in Block 10 of Figadota Farms No. 8, in the City of Perris, County 8 of Riverside, State of California, as shown on the map filed in Book 16, Pages 88 and 89 9 of Maps, in the Office of the County Recorder of said County, described as follows: 10 11 Beginning at the intersection of the southerly line of said Lot B, with the easterly right of 12 way line of State Route 215 as described in a Director's Deed to Bertha E. Colahan 13 I recorded March 10, 1952, in Book 1348, Page 402, of Official Records, in the office of 14 the County Recorder of said County; thence along said easterly right of way line 15 North 03°29'54" West 35.09 feet; thence South 89°24'34" East 50.13 feet; thence 16 South 03°29'54" East 35.09 feet to said southerly line; thence along said southerly line 17 North 89°24'34" West 50.13 feet to the Point of Beginning. Ii 18 19 Contains 1,754 square feet, more or less. 20 21 See Exhibit `C2' attached hereto and made a part hereof. 22 23 I' The distances described herein are grid distances and are based on California Coordinate System of 1983, Zone 6, 2007.00 epoch. Ground distances may be obtained by dividing grid distances by the mean combination factor of the courses being described. The mean combination factor for this conversion is 0.99991367. 28 This legal description was prepared by me or under my direction. 29 30 02/15/12 31 David A. Moritz, PLS 7388 Date M:`21_ RS2OI(jt) .,SURVEY`L GALS "1 C x`22406-6 POC 2/13/2012 10:55 AM 0aFL L4 A. MOB,/SC�L\ c �` No. 7388 Ixl � \ Exp. 12/31/13 ,/ J \OF CA-` Page1of1 32 EXHIBIT 1, PAGE 19 • • • 33 PARCEL# 22406-6 LOT TITLE TCE 311-120-0071 LOT D GRANTOR LAUREL PALMS APT. INC. 1,754 SQ.FT. AREA D STREET 1311-120-0101 LOT D POB LOT C Qrn •� vo = -- o TCE �o NO ° Ln a, OD 22406-6) APN 311-120-022 _ 13ag P� 402j gK Q N03° 29'54 W EXISTING R/W 35.09 S03° 29'54"E 35.09' BLOCK z10 311-120-023 LOT C r i OAJOTA FARMS No, D M,8, H-.)/2,9-99 BLOCK 11 PERRIS BLVD LEGEND POB Indicates Point Of Beginning TPOB Indicates True Point Of Beginning (R) Indicates Radial Bearing ) Title to State 1 1 1 1 1 Access Prohibited Coordinates and bearings are on CCS 1983(2007.00) Zone 8. Distances and stationing are grid distances. Divide by 0.99991367 to obtain ground distances. All distances are in feet unless otherwise noted. EXHIBIT C2 • • •1 u �..vCO �.., e. !DATE: 02-15-17 REV: EA: 0F162 PS 0 MA S DISTRICT I COUNTY" ROUTES SHEET PM SHEET O.i TOTAL r 1 L SHEET t P 8 I PV J �,_ , c 1 27 EXHf�"fi 11111 -11 -PAGE lu 1 t LOT B PARCEL 2 DOC NO. 97-4760741. LOT A 1311-120-0221 - LOT A NOTES 22406-6 TEMPORARY CONSTRUCTION EASEMENT (TCE) FEET 0 25 50 100 150 34 • • • RESOLUTION NO. 12-011 Resolution of Necessity for the Acquisition of Easement and Temporary Construction Easement Interests in Portions of Certain Real Property, by Eminent Domain, More Particularly Described as Assessor Parcel No. 311-180-032 (CPNS 22408-1, 22408-2 and 22408-3) for Freeway Purposes, Including the Widening and Maintenance of Interstate 215 from Scott Road to Nuevo Road, in Riverside County, California WHEREAS, the Riverside County Transportation Commission (the "Commission") proposes to acquire easement and temporary construction easement interests in portions of certain real property, located in Riverside County, California, more particularly described as Assessor Parcel Number 311-180-032 (CPNS 22408-1, 22408-2 and 22408-3), for freeway purposes, including the widening and maintenance of Interstate 215 from Scott Road to Nuevo Road, in Riverside County, California, pursuant to the authority granted to it by section 130220.5 of the California Public Utilities Code; and WHEREAS, pursuant to section 1245.235 of the California Code of Civil Procedure, the Commission scheduled a public hearing for Wednesday, March 14, 2012 at 9:30 a.m., at the County Administration Building, Board of Supervisors Chambers, at 4080 Lemon Street, Riverside, California, and gave to each person whose property is to be acquired and whose name and address appeared on the last equalized county assessment roll, notice and a reasonable opportunity to appear at said hearing and be heard on the matters referred to in section 1240.030 of the California Code of Civil Procedure; and WHEREAS, said hearing has been held by the Commission, and each affected property owner was afforded an opportunity to be heard on said matters; and WHEREAS, the Commission may now adopt a Resolution of Necessity pursuant to section 1240.040 of the California Code of Civil Procedure; NOW, THEREFORE, THE COMMISSION DOES HEREBY RESOLVE AND DECLARE AS FOLLOWS: Section 1. Compliance with California Code of Civil Procedure. There has been compliance by the Commission with the requirements of section 1245.235 of the California Code of Civil Procedure regarding notice and hearing. Section 2. Public Use. The public use for the easement and temporary construction easement interests in the property to be acquired is for freeway purposes, including the widening and maintenance of Interstate 215 (1-215) from Scott Road to Nuevo Road, in Riverside County, California. Section 130220.5 of the California Public Utilities Code authorizes the Commission to acquire, by eminent domain, property necessary for such purposes. Section 3. Description of Property. Attached and marked as Exhibit "2" are the legal descriptions and plat maps of the interest to be acquired by the Commission, which describe the general location and extent of the property with sufficient detail for reasonable identification. Section 4. Findings. The Commission hereby finds and determines each of the following: (a) The public interest and necessity require the proposed project; (b) The proposed project is planned or located in the manner that will be most compatible with the greatest public good and least private injury; (c) The property described in Exhibit "2" is necessary for the proposed project; and (d) The offer required by section 7267.2 of the California Government Code was made. Section 5. Use Not Unreasonably Interfering with Existing Public Use. Some or all of the real property affected by the interest to be acquired is subject to easements and rights -of -way appropriated to existing public uses. The legal descriptions of these easements and rights -of -way are on file with the Commission and describe the general location and extent of the easements and rights -of -way with sufficient detail for reasonable identification. In the event the herein described use or uses will not unreasonably interfere with or impair the continuance of the public use as it now exists or may reasonably be expected to exist in the future, counsel for the Commission is authorized to acquire the herein described interest subject to such existing public use(s) pursuant to section 1240.510 of the California Code of Civil Procedure. Section 6. More Necessary Public Use. Some or all of the real property affected by the interest to be acquired is subject to easements and rights -of -way appropriated to existing public uses. To the extent that the herein described use or uses will unreasonably interfere with or impair the continuance of the public use as it now exists or may reasonably be expected to exist in the future, the Commission finds and determines that the herein described use or uses are more necessary than said existing public use. Counsel for the Commission is authorized to acquire the herein described real property appropriated to such existing public uses pursuant to section 1240.610 of the California Code of Civil Procedure. Staff is further authorized to make such improvements to the affected real property that it determines are reasonably necessary to mitigate any adverse impact upon the existing public use. Section 7. Further Activities. Counsel for the Commission is hereby authorized to acquire the hereinabove described real property in the name of and on behalf of the Commission by eminent domain, and counsel is authorized to institute and prosecute such legal proceedings as may be required in connection therewith. Legal 36 • • counsel is further authorized to take such steps as may be authorized and required by law, and to make such security deposits as may be required by order of court, to permit the Commission to take possession of and use said real property at the earliest possible time. Counsel is further authorized to correct any errors or to make or agree to non -material changes in the legal description of the real property that are deemed necessary for the conduct of the condemnation action, or other proceedings or transactions required to acquire the subject real property. Counsel is further authorized to reduce or modify the extent of the interests or property to be acquired so as to reduce the compensation payable in the action where such change would not substantially impair the construction and operation for the project for which the real property is being acquired. Section 8. Effective Date. This Resolution shall take effect upon adoption. APPROVED AND ADOPTED this 14th day of March, 2012. John J. Benoit, Chair Riverside County Transportation Commission ATTEST: Jennifer Harmon, Clerk of the Board Riverside County Transportation Commission 37 • 38 • Riverside County Transportation Commission Definitions of Legal Rights to be Acquired The following is a list of definitions of legal rights to be acquired by the Riverside County Transportation Commission ("RCTC"): "Footing Easement" grants to RCTC permanent and perpetual easements together with the right of RCTC, its successors and assigns, to forever construct, use, maintain, repair, replace, improve, alter, relocate, inspect and occupy footings and appurtenances accommodate necessary for the construction of sound walls and/or retaining walls to be built as part of the I-215 Widening Project. The property affected is described in the legal description and depiction(s) attached hereto and by reference made a part hereof. RCTC shall be entitled to trim, cut or clear away any trees, brush, or other vegetation or flora from time to time determined in its sole discretion without payment of any additional compensation. • • No other easement or easements shall he granted on, under or over the easement without obtaining the prior written consent of RCTC, its successors and assigns. Property Owner shall not cause, directly, indirectly or negligently, any interference with or harm to the rights conveyed hereunder. "Utility Easement" grants to RCTC, including its successors and assigns, a non-exclusive permanent and perpetual easement, to relocate, construct, operate, use, maintain, alter, add to, reconstruct, enlarge, repair, renew, replace, inspect and/or remove, at any time and from time to time, underground utilities, including but not limited to sewers, electrical systems and communication systems, consisting wires, underground conduits, cables, vaults, manholes, handholds, and including above -ground enclosures, markers and concrete pads and other appurtenant fixtures and equipment necessary or useful for conveying electric energy to be used for light, heat, power, and for transmitting intelligence by electrical means and/or other purposes, in, under, on, over, along and across the land, as determined necessary by the RCTC, its successors and assigns, together with all necessary rights of ingress and egress to the easement area in connection with the exercise of any of the • easement rights. The property affected is described in the legal description and depiction(s) attached hereto and by reference made a part hereof. Property owners shall not erect or construct, or permit to he erected or constructed, any building, structure or improvement on, over or under any portion of the easement, or plant any tree or trees or plant any other vegetation or flora on any portion. of the easement except at the written consent of the RCTC, its successors and assigns. The RCTC will not unreasonably withhold from Grantor, its successors .and assigns, the right to utilize the easement area for packing, driveway access, landscaping exclusive of vertical penetration}, open space.and density or floor area calculation. 17336.01901\732,15911 39 EXHIBIT 2, PAGE 1 The RCTC shall be entitled to trim, cut, or clear away any trees, brush, or other vegetation or flora from time to time determined in its sole discretion without payment of any additional compensation. The ground elevations of the easement upon completion of construction shall not be further increased or decreased without the prior written consent of RCTC. No other easement or easements shall be granted on, under or over the easement without obtaining the prior written consent of the RCTC, its successors and assigns. Property Owner . shall not cause, directly, indirectly or negligently, any interference with or harm to the rights conveyed hereunder. "Temporary Construction Easement" or "TCE" refers to the non-exclusive easement and right of RCTC, its successors, and assigns, to engage in construction and related activities related to the construction of the Project, together with all necessary rights of ingress and egress to the non-exclusive easement area in connection with the exercise of any of the easement rights described herein. The property affected is described in the legal description and depiction(s) attached hereto and by reference made a part hereof. The TCE shall commence on the date the contractor is issued the Notice to Proceed letter and will terminate upon recording of the Notice of .Completion of the Project by RCTC. No other easements shall be granted on, under or over the easement area while the easement is in force and effect without the prior written consent of RCTC, its successors and assigns. Property Owner shall not cause, directly, indirectly or negligently, any interference with or harm to. the rights conveyed hereunder. • • • EXHIBIT 2, PAGE 2 40 • • PSOMAS 1 3 4 PARCEL 22408-1 5 APN 311-180-032 EXHIBIT "BI" LEGAL DESCRIPTION 6 7 That portion of Lot A in Block 5 of Figadota Farms No. 2, in the City of Perris. County 8 of Riverside, State of California, as shown on the map filed in Book 16, Page 63 of Maps, 9 in the Office of the County Recorder of said County, described as follows: 10 11 Beginning at the intersection of the easterly line of Perris Boulevard, having a 50 foot 12 easterly half width as shown on said map, with the northeasterly right of way line of State 13 Route 215, 142 feet wide as described in a Director's Deed to Stephens and Blake Family 14 Trust recorded June 19, 1973 as Instrument No. 79630, of Official Records, in the office 15 of the County Recorder of said County; thence along said easterly line 16 North 0°32'19" East 12.72 feet to a line that is 10.00 feet northeasterly of and parallel 17 with said northeasterly right of way line; thence along said parallel line 18 " South 51°18'04" East 184.69 feet to the easterly line of said Lot A; thence along said 19 easterly line South 0°32'15" West 12.72 feet to said northeasterly right of way line; 20 thence along said northeasterly right of way line North 51°18'04" West 184.69 feet to the 21 Point of Beginning. 22 23 24 Contains 1847 square feet, more or less. 25 26 See Exhibit `B2' attached hereto and made a part hereof. 27 28 The distances described herein are grid distances and are based on California Coordinate 29 System of 1983, Zone 6, 2007.00 epoch. Ground distances may be obtained by dividing 30 grid distances by the mean combination factor of the courses being described. The mean 3 i combination factor for this conversion is 0.99991367. M.`' URS201003 SURVEV",(.FC ALS;_PE`224O8-i.DOC 2:13/2012 :0:47 AM Page i of 2 41 EXHIBIT 2, PAGE 3 PSOMAS 1 2 This legal description was prepared by me or under my direction. 3 4 02/15/12 5 David A. Moritz, PLS 7388 Date 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 bl:'.2L RS201003'SURVEY'LEGALS`.PEt22408-1.DOC 2/13;2012 10:4? AM Page 2of2 42 EXHIBIT 2, PAGE 4 • • EXHIBIT B2 PARCEL# TITLE GRANTOR AREA APN 22408-1 E STEPHENS AND BLAKE FAM. TRUST 1,847 SQ.FT. 311-180-032 I i I I I � I 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 Q m EXISTING R/W STATE ROUTE 215 7 8 9 { PM 27.1\9'70 \ A \ \� DOC N0. 1973-79630 \ i POB EXISTING R/W (22408-1 N51 ° 1 8'04"W 184.69' 1 1 1 1 1 11 DAD O �o 1 1 1- 1-1 1 1 1 1 1 1 1 1 1 T 1 I I 11 I I T l 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 X20 00 1 1 1 1 1 1 1 1 1 1 1 1 \ `LO 0 0`A S51 ° 1 8'04"E � � 1 R ------\\`) 0 1� 1�0 �5��\ 1D1\ < r 'j \ >��Y� \i�O1 1�� OG\ { 184.69' W ri l c) DOC DOC / ' LOT A 311-180-032 NO. 1991-028798 NO. 2007-0404355 G\L .(6\j P / Q / \ / \ 3 \/ ` LEGEND POB Indicates TPOB indicates (R) Indicates Point Of Beginning True Point -Of Beginning Radial Bearing to State Prohibited ( ) Title 1 l I I I Access NOTES FEET 22408-1 EASEMENT (E) Coordinates and bearings ore on CCS 1983(2007.00) Zone 6. Distances and stationing are grid distances. Divide by 0.99991367 to obtain ground distances. Al! distances are in feet mess otherwise noted. 0 25 50 100 150 PREPARED BY: SOMAS IDATE: 02-15-12 REV.: EA: 0F162 FAtt: I DiSfRit fC0UN yiP li EI SHEET PM NO.'TO`1AL SHEETS EISHEE" I PTV 215 1 1 i 1 43 EXHIBIT 2, PAGE 5 • • • 44 PSOMAS 1 2 3 4 PARCEL 22408-2 5 APN 311-180-032 6 7 8 9 10 11 12 13 14 15 EXHIBIT "B1" LEGAL DESCRIPTION The westerly 10 feet of Lot A in Block 5 of Figadota Farms No. 2, in the City of Perris, County of Riverside, State of California, as shown on the map filed in Book 16, Page 63 of Maps, in the Office of the County Recorder of said County. Except that portion lying southerly of the northeasterly right-of-way line of State Route 215, 142 feet wide, as described in the Director's Deed to the Stephens and Blake Family Trust, recorded June 19, 1973 as Instrument No. 79630 of Official Records, in the office of the County Recorder of said county. 16 Contains 1,964 square feet, more or less. 17 18 See Exhibit `B2' attached hereto and made a part hereof. 19 20 This legal description was prepared by me or under my direction. 21 _.% 22 02/15/12 23 David A. Moritz, PLS 7388 Date 24 25 26 27 28 29 30 31 RS2OIO ',SUR VEY ._F G LS` E\224 8-2. JO.� i J OP72(' !I Page 1of1 45 EXHIBIT 2, PAGE 6 • 46 EXHIBIT B2 PARCEL# TITLE! GRANTOR AREA APN 22408-2 E STEPHENS AND BLAKE FAM. TRUST 1,964 SQ.FT. 311-180-032 tI 1 1 1 1 I I_1 1 1 L1 I_1 L 1 I_ I 1 L I_1 I_1 L 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 11 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 EXISTING R/W STATE ROUTE 215 7 N51018'04"W 12.72' 1311-180-032 DOC NO. 1991-0287 EAU ' DOC NO. 2007-0404955 �� \\1' OG LEGEND P08 Indicates Point Of Beginning TP08 Indicates True Point Of Beginning (R) Indicates Radial Bearing !Required BY Others I I i I 1 Access Prohibited NOTES 970 PM 27.1\ (22408-2 .A o0 Coordinates and bearings ore on CCS 1983(2007.00) Zone 6. Distances and stationing are grid distances. Divide by 0.99991367 to obtain ground distances. All distances are in feet unless otherwise noted. PREPARED By: PSPSOMAS 92707 22408-2 UTILITY EASEMENT (E) FEET 0 25 � 50 100 150 !DATE: O2-15-12 REV.: EA: OF162 r Ott: DISTRICT+I COIUNTYI ROUTES SHEET PM {,I SHEET NC.' TOTAL SHEETS 8 I R I V 2 1 5 r 27.1 i EXHIBIT g, PAGE 7 1 47 • 48 • PSOMAS 2 3 4 PARCEL 22408-3 5 APN 311-180-032 EXHIBIT "A" LEGAL DESCRIPTION 6 7 That portion of Lot A in Block 5 of Figadota Farms No. 2, in the City of Perris, County 8 of Riverside, State of California, as shown on the map filed in Book 16, Page 63 of Maps, 9 in the Office of the County Recorder of said County, described as follows: 10 11 Beginning at the intersection of the easterly line of Perris Boulevard, having a 50 foot 12 easterly half width as shown on said map, with the northeasterly right of way line of State 13 Route 215, 142 feet wide as described in a Director's Deed to Stephens and Blake Family 14 Trust recorded June 19, 1973 as Instrument No. 79630, of Official Records, in the office 15 of the County Recorder of said County; thence along said easterly line 16 North 0°32'19" East 12.72 feet to a line that is 10.00 feet northeasterly of and parallel 17 with said northeasterly right of way line and the True Point of Beginning; thence 18 continuing along said easterly line North 0°32'19" East 31.80 feet to a line that is 19 35.00 feet northeasterly of and parallel with said northeasterly right of way line; thence 20 along said parallel line South 51°18'04" East 184.69 feet to the easterly line of said Lot 21 A; thence along said easterly line South 0°32'15" West 31.80 feet to a line that is 22 10.00 feet northeasterly of and parallel with said northeasterly right of way line; thence 23 along said parallel line North 51°18'04" West 184.69 feet to the True Point of 24 Beginning. 25 26 Contains 4,617 square feet, more or less. 27 28 See Exhibit 'C2' attached hereto and made a part hereof. 29 30 The distances described herein are grid distances and are based on California Coordinate 31 System of 1983. Zone 6, 2007.00 epoch. Ground distances may be obtained by dividing M:',.2LR.S201003\Si. R EY ,EGA1-S TCF `•27408-3.DOC 2/13/2012 10:56 AM Page 1 of 2 49 EXHIBIT 2, PAGE 8 PSOMAS 1 2 combination factor for this conversion is 0.99991367. 3 4 5 This legal description was prepared by me or under my direction. 6 7 02/15/12 8 David A. Moritz, PLS 7388 Date 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 M:''2 U RS20100 3',SUR VEY\LEGAL S`;TCP•224O8_3. DOC 7'113/2012 10:56 AM grid distances by the mean combination factor of the courses being described. The mean Page 2 of -2 50 EXHIBIT 2, PAGE 9 EXHIBIT C2 • • ['ARCED* TITLE GRANTOR AREA APN 22408-3 TCE STEPHENS AND BLAKE FAM. TRUST 4,617 SOFT. 311-180-032 I t I L 1 r l l l 1 I 1 1 1 1 LI I L i I l l . 1 1 1 1 1 I 1 t 1 1 ' I 1 1 1 1 1 1 1 I l i t l l l l l i l l l l l l i l t ! ! cr °' EXISTING R/W 215 �° 7 8 9 970 STATE ROUTE co m\ 1 I l i DOC .\ EXISTING 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 NO. 1 973- 79630 R/W PM 27,1 TPOB _ co r 1 1 1 1 . 1 I I 1 I I I I l l l l l t l l l 1 1 l l l l X20 '0 , LP 9, \ �� F LO OG� OS 1Q 1�0/ 11' N51 18'04"W znlw184.69.` S51°18 04"E sN to • o 3�' )� �� 1 a l ��Co `� 0 J 119)0/ 1 �5��1 9 1 < 0 �,S' \TO1 �� { 184.69' --4------- �9O 22408-3 O LOT A 311-180-032 (9 DOC NO. 1991-028798 DOC NO. 2007-0404355 LEGEND / 7 \ 7 \ / \ POB TPOB (R) Indicates Point Indicates True Indicates Radial ) Title to State Of Beginning Point Of Beginning Bearing C I I I I 1 Access Prohibited NOTES 2 2 TEMPORARY CONSTRUCTION 4 0 8, 3 EASEMENT (TCE) Coordinates and bearings are on CCS 1983(2007.00) Zone 6. Distances and stationing ore grid distances. Divide by 0.99991367 to obtain ground distances. All distances are in feet unless otherwise noted. --- , FEET 0 2.5 50 100 15.0 PRr"_PACJ n B M AS 5 -12 REV.: EA: O :162 Ai<: tDISTRICT i rOUNTY1 ROUTF SHEET PM I SHEET N0. TOTAL SHEETS I 8 f w 11 2'5 27.1 EXHIBIT 2L ' PAGE 10 1 51 The Commission is requested to make the following findings: 1. The public interest and necessity require the proposed project; 2. The project is planned or located in a manner that will be most compatible with the greatest public good and the least private injury; 3. The real property to be acquired is necessary for the project; and 4. The offer of just compensation has been made to the property owners. a 4 Frarfoid SprinSa Cnun y Park rc rc 4 Lake Etainore State Recreafon Area Lakeland Village F i Pei its Vall ey Airport Nuevo Rd Nuevo Location of Subject Properties ITU Romolanal Newport Rd kaBrrfg e rhnaL a Rd S'nnpse+Fd Cant o,r h,w Homeland C. 'anc Rve hser kt ee Lakes CoLmtyCk+e „y c Ak..y Paton Ave ticun 0 DH iO4SOWUWt Winchester ,y k ve Funds Ave ,N Step son Rd r, Sea e Golf 74 z 5 p San., Ke a 21 J Ecpbnad . Aw z ei YJ Ac aca Are 4. Hem et -Ryan Airport Diamond Valley Lake Map of 1-215 Central Widening Project A Z 3.anaara G Cakentenee Ca elf v, WW t W Pu es ta OE Sol Y! San Jacin to h.. s W rot St YV3nnSt W 4th St Tat W M etz Rd tto a IC ress R meet hark - o0 0 * Rex; tett Dept Chcice 2000 carry et On Lam Sdhoo Ri.e r'.r:ir na is Elamantary Scant tcstnct co So4tn.ei Ei tei1 1H4xet, W5tht.^1 ✓n U E 29.1 St E Sal St E 4th St E 5th St t7 to Tempi') 1M r nncrta n Schyot E Jor via Si 5 G9 E S r J 'ri nip & E 151 St EEtnSt E Jania a Prtti5 Elertk7Nat r 3chcd Omit Dab St Fie sta Ln ESan JacinloA to Lei fn E1alSt E 2raJ 31 F 3M S1 Camin o OE Le LIMA Clrr-a.av a 0 O 00 r El Con c _ Camnoa J ac1 in ina Sn( at 0 F Fi.eta Ln n n1J 6PlidIJEH r E San..ifY'. uA4 Ave ?+ E 41t St E 4th 5t C ES1rD 11 Lieu) C aesars Location of Subject Properties a es Santa St E Jar.i 1 Ocm m� Se ver Soma Felt st Cal. St r W M ap data 02011 Google - TCE: CPN 22406-4,5,6 16,148 sq . ft . Easement: CPN 22406-2,3 9,953 sq. ft . Fee: CPN 22406-1 4,072 sq. ft . Property Owner Concerns/RCTC Responses Concern #1: Noise & visual impacts from elevated D Street on -ramp Response: Approved noise study determined that no mitigation is necessary Response: Added a 5' high screen wall on top of a 3' high concrete barrier along northbound D Street on -ramp Concern #2: Other alternatives for the alignment of D Street on -ramp were not considered Response: A new interchange at Perris Blvd . was not supported by the City and would cause greater impacts to the subject property Response: Realigning D Street on -ramp to the west would result in additional property impacts and conflict with the Nuevo Road interchange Property Owner Concerns/RCTC Responses Concern #3: Temporary impacts to property during construction: - Parking and trash enclosure - Construction noise and traffic on site Response: Mitigation plan for temporary parking and proposed location for trash enclosure Respo nse: All freeway, ramp and associated retaining wall construction will be performed and accessed from the public right of way, no construction vehicles will be on site. Staff recommends the Commission adopt a Resolution of Necessity based on the following findings: The project is planned or located in a manner that will be most compatible with the greatest public good and the least private injury; • Stephens/Blake — Offer: 1/4/12 • Laurel Palms Apts. — Offer: 10/7/11; Amended Offer: 2/24/12 INDIAN WELLS (760) 568-261 1 IRVINE (949) 263-2600 LOS ANGELES (2 13) 61 7-8 100 ONTARIO (909) 989-8584 1111191111ii BEST BEST & KRIEGER ATTORNEYS AT LAW 3750 UNIVERSITY AVENUE, SUITE 400, P.O, Box 1028, RIVERSIDE, CA 92502 PHONE: (95 1) 686-1450 1 FAX: (95 I) 686-3083 1 WWW.BBKLAW.COM MONA M. NEMAT (95 1) 826-8215 MONA. NEMAT@BBKLAW.COM February 8, 2012 Jennifer Harmon Clerk of the Board Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor Riverside, California 92501 Dear Jennifer: SACRAMENTO (91 6) 325-4000 SAN DIEGO (619) 525-1300 WALNUT CREEK (925) 977-3300 WASHINGTON, DC (202) 785-0600 FEB 08 22 RIVERSIDE COUNTY TRANSPORTATION COMMISSION VIA HAND DELIVERY Re: RCTC/I-215 Widening, Segment 2 (Central) Notices of Hearing to Property Owners of Resolution of Necessity Hearing Scheduled for March 14, 2012 (Laurel Palms Apts., Inc.; North Valley Schools, Inc.; Josephine Miller; Blake/Stephens Ownership) Enclosed are the original Notices of Hearing to Property Owners, with proofs of mailing, of the hearing on the Resolution of Necessity scheduled for March 14, 2012. Copies of the Notices were timely mailed on January 27, 2012 to North Valley Schools, Inc., Josephine Miller and Laurel Palms Apts., Inc. Copies of the Notices were timely mailed on February 6, 2012 (pursuant to approval by Caltrans) to the various owners of the property owned by the Blake/Stephens family. These copies are provided for your use, should you need to note the proofs of mailing of the Notices at the hearing. Please do not hesitate to contact me should have any questions or concerns. Very truly yours, Mona 1G1. N`emat for BEST BEST & KRIEGER LLP Enclosures copy: Gina Gallagher, Senior Staff Analyst (w/copy of Enclosures) 17336.01901\7250066.1 NOTICE OF HEARING TO PROPERTY OWNERS Pursuant to Section 1245.235 of the California Code of Civil Procedure, you are hereby notified that at a regular meeting to be held on Wednesday, March 14, 2012 at 9:30 a.m., at the Riverside County Administration Building, Board of Supervisors Chambers, 4080 Lemon Street, Riverside, California, the Commission of the Riverside County Transportation Commission intends to consider adopting a Resolution of Necessity, authorizing the commencement of eminent domain proceedings for the acquisition of easement and temporary construction easement interests in portions of certain real property for public use which, according to the last equalized county assessment roll, is owned by you. The public use for which this resolution of necessity will be considered is for freeway purposes, including the widening and maintenance of Interstate 215 (I-215) from Scott Road to Nuevo Road, in Riverside County, California. The description of the property to be acquired is attached as Exhibit "A" to this notice. A hearing will be held at the time and place mentioned above. You have the right to appear and be heard on the following matters: 1. Whether the public interest and necessity require the project for which the property is sought to be acquired. 2. Whether the project is planned or located in the manner that will be most compatible with the greatest public good and least private injury. 3. Whether the property is necessary for the proposed project. 4. Whether the offer required by Section 7267.2 of the California Government Code has been made. Your failure to file a written request to appear and be heard within 15 days after the mailing of this notice will result in the waiver of your right to appear and be heard. ALL COMMUNICATIONS SHOULD BE ADDRESSED TO: Jennifer Harmon Clerk of the Board Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor Riverside, California 92501 DATE OF HEARING: PLACE OF HEARING: DATED: January` , 2012. Wednesday, March 14, 2012 9:30 a.m. Riverside County Administration Building Board of Supervisors Chambers 4080 Lemon Street Riverside, California 92501 BEST BEST & KRIEGER LLP By: 144166), Mona Nemat Attorneys for Riverside County Transportation Commission PSOMAS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 EXHIBIT "A" LEGAL DESCRIPTION PARCEL 22407-1 APN 311-180-014 That portion of Lot B in Block 5 of Figadota Farms No. 2, in the City of Perris, County of Riverside, State of California, as shown on the neap filed in Book 16, Page 63 of Maps, in the Office of the County Recorder of said County, described as follows: Beginning at the intersection of the easterly line of Perris Boulevard, having a 50 foot easterly half width as shown on said map, with the northeasterly right of way line of State Route 215, 142 feet wide as described in a Director's Deed to Stephen and Blake Family Trust recorded June 19, 1973 as Instrument No. 79630, of Official Records, in the office of the County Recorder of said County; thence along said easterly line North 0°32'19" East 12.72 feet to a line that is 10.00 feet northeasterly of and parallel with said northeasterly right of way line; thence along said parallel line South 51°18'04" East 184.69 feet to the easterly line of Lot A in Block 5 as shown on said map and True Point of beginning; thence continuing along said parallel line South 51°18'04" East 9.85 feet to the southerly line of said Lot 13; thence along said southerly line North 89°37'19" West 7.74 feet to said easterly line; thence along said easterly line North 0°32'15" East 6.11 feet to the True Point of Beginning. Contains 24 square feet, more or less. The distances described herein are grid distances and are based on California Coordinate System of 1983, Zone 6, 2007.00 epoch. Ground distances may be obtained by dividing grid distances by the mean combination factor of the courses being described. The mean combination factor for this conversion is 0.99991367. EXHIBIT A, PAGE 1 Pagel of 2 PS MAS 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 This legal description was prepared by the or under my direction. 0813111 I David A. Moritz, PLS 7388 Date EXHIBIT A, PAGE 2 Pag 2of2 A S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 EXHIBIT "A" LEGAL DESCRIPTION PARCEL 22407-2 APN 311-180-014 The westerly 10 feet of Lot A in Block 6 of Figadota Farms No. 2, in the City of Perris, County of Riverside, State of California, as shown on the map filed in Book 16, Page 63 of Maps, in the Office of the County Recorder of said County. Contains 3,000 square feet, more or less. This legal description was prepared by me or under my direction. 11/01/2011 David A. Moritz, PLS 7388 Date No. 7388 Exp. 12/31/11 \fi AL EXHIBIT A, PAGE 3 Paget of I PSOMAS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 PARCEL 22407-3 APN 311-180-014 EXHIBIT "A" LEGAL DESCRIPTION 9 is ai'� t"t J 1 CONSTRU EASEMENT That portion of Lot B in Block 5 of Figadota Farms No. 2, in the City of Perris, County of Riverside, State of California, as shown on the map filed in Book 16, Page 63 of Maps, in the Office of the County Recorder of said County, described as follows: Beginning at the intersection of the easterly line of Perris Boulevard, having a 50 foot easterly half width as shown on said map, with the northeasterly right of way line of State Route 215, 142 feet wide as described in a Director's Deed to Stephens and Blake Family Trust recorded June 19, 1973 as Instrument No. 79630, of Official Records, in the office of the County Recorder of said County of Riverside; thence along said easterly line North 0°32'19" East 12.72 feet to a line that is 10.00 feet northeasterly of and parallel with said northeasterly right of way line; thence continuing along said easterly line North 0°32'19" East 31.80 feet to a line that is 35.00 feet northeasterly of and parallel with said northeasterly right of way line; thence along said parallel line South 51°18'04" East 184.69 feet to the easterly line of Lot A in Block 5 as shown on said map and True Point of Beginning; thence continuing along said parallel line South 51°18'04" East 61.13 feet to the southerly line of said Lot B; thence along said southerly line North 89°37'19" West 40.32 feet to a line that is 10.00 feet northeasterly of and parallel with said northeasterly right of way line; thence along said parallel line North 51°18'04" West 9.85 feet to said easterly line; thence along said easterly line North 0°32'15" East 31.80 feet to the True Point of Beginning. Contains 887 square feet, more or less. The distances described herein are grid distances and are based on California Coordinate System of 1983, Zone 6, 2007.00 epoch. Ground distances may be obtained by dividing EXHIBIT A, PAGE 4 Page 1 of 2 PS • MAS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 grid distances by the mean combination factor of the courses being described. The mean combination factor for this conversion is 0.99991367. This legal description was prepared by nie or under nay direction. 11/01/2011 David A. Moritz, PLS 7388 Date Page 2of2 EXHIBIT A, PAGE 5 PROOF OF MAILING NOTICE I, Margaret L. Barnes, acting on behalf of the Riverside County Transportation Commission, hereby certify that on January 27, 2012, I mailed a copy of the attached notice by first-class mail to the following owner of real property located in the County of Riverside, State of California, more particularly described as Assessor Parcel No. 311-180-014, 311-180-021, 311-180-022 (Caltrans Project Parcel Nos. 22407-1, 22407-2 and 22407-3): North Valley Schools, Inc. 2561 California Park Drive P. O. Box 5361 Chico, CA 95926 DATED: January 27, 2012. Record Owner Mar et L. Barnes NOTICE OF HEARING TO PROPERTY OWNERS Pursuant to Section 1245.235 of the California Code of Civil Procedure, you are hereby notified that at a regular meeting to be held on Wednesday, March 14, 2012 at 9:30 a.m., at the Riverside County Administration Building, Board of Supervisors Chambers, 4080 Lemon Street, Riverside, California, the Commission of the Riverside County Transportation Commission intends to consider adopting a Resolution of Necessity, authorizing the commencement of eminent domain proceedings for the acquisition of easement and temporary construction easement interests in portions of certain real property for public use which, according to the last equalized county assessment roll, is owned by you. The public use for which this resolution of necessity will be considered is for freeway purposes, including the widening and maintenance of Interstate 215 (1-215) from Scott Road to Nuevo Road, in Riverside County, California. The description of the property to be acquired is attached as Exhibit "A" to this notice. A hearing will be held at the time and place mentioned above. You have the right to appear and be heard on the following matters: 1. Whether the public interest and necessity require the project for which the property is sought to be acquired. 2. Whether the project is planned or located in the manner that will be most compatible with the greatest public good and least private injury. 3. Whether the property is necessary for the proposed project. 4. Whether the offer required by Section 7267.2 of the California Government Code has been made. Your failure to file a written request to appear and be heard within 15 days after the mailing of this notice will result in the waiver of your right to appear and be heard. ALL COMMUNICATIONS SHOULD BE ADDRESSED TO: Jennifer Harmon Clerk of the Board Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor Riverside, California 92501 DATE OF HEARING: PLACE OF HEARING: DATED: January �, 2012. Wednesday, March 14, 2012 9:30 a.m. Riverside County Administration Building Board of Supervisors Chambers 4080 Lemon Street Riverside, California 92501 BEST B ,ST & KRIEGER LLP By: Mona Nemat Attorneys for Riverside County Transportation Commission Nif\ 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 PSOMAS EXHIBIT "A" LEGAL DESCRIPTION PARCEL 22405-1 APN 311-120-023 A EML, That portion of Lot C in Block 11 of Figadota Farms No. 8, in the City of Perris, County of Riverside, State of California, as shown on the map filed in Book 16, Pages 88 and 89 of Maps, in the Office of the County Recorder of said County, described as follows: Beginning at the intersection of the westerly line of Perris Boulevard, having a 50 foot westerly half width as shown on said map, with the southwesterly right of way line of State Route 215, 142 feet wide as described in a deed to the State of California recorded September 5, 1952, in Book 1397, Page 566, of Official Records, in the office of the County Recorder of said County; thence along said westerly line South 0°32'19" West 12.72 feet to a line that is 10.00 feet southwesterly of and parallel with said southwesterly right of way line; thence along said parallel line North 51°18'04" West 115.12 feet to the northerly line of said Lot C; thence along said northerly line South 89°24'34" East 16.20 feet to said southwesterly right of way line; thence along said southwesterly right of way line South 51°18'04" East 94.51 feet to the Point of Beginning. Contains 1,048 square feet, more or less. The distances described herein are grid distances and are based on California Coordinate System of 1983, Zone 6, 2007.00 epoch. Ground distances may be obtained by dividing grid distances by the mean combination factor of the courses being described. The mean combination factor for this conversion is 0.99991367. M:\21.IRS201003\SURVEY\LEGALS\PE\22405-1.DOC 8/31/2011 7:04 PM Page 1 of 2 EXHIBIT A, PAGE 1 PSOMAS 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 This legal description was prepared by me or under my direction. 08/31/11 David A. Moritz, PLS 7388 Date M:\2URS201003\SUR VEY\LEGALS\PE\22405-1. DOC 8/31/2011 7:04 PM Page 2 of 2 EXHIBIT A, PAGE 2 PSOMAS 1 2 3 4 PARCEL 22405-2 5 APN 311-120-023 6 EXHIBIT "A" LEGAL DESCRIPTION „`. ORARY 'e RUCTION EASEMENT 7 That portion of Lot C in Block 11 of Figadota Farms No. 8, in the City of Perris, County 8 of Riverside, State of California, as shown on the map filed in Book 16, Pages 88 and 89 9 of Maps, in the Office of the County Recorder of said County, described as follows: 10 11 Beginning at the intersection of the westerly line of Perris Boulevard, having a 50 foot 12 westerly half width as shown on said map, with the southwesterly right of way line of 13 State Route 215, 142 feet wide as described in a deed to the State of California recorded 14 September 5, 1952, in Book 1397, Page 566, of Official Records, in the office of the 15 County Recorder of said County; thence along said westerly line South 0°32'19" West 16 12.72 feet to a line that is 10.00 feet southwesterly of and parallel with said southwesterly 17 »' right of way line and the True Point of Beginning; thence continuing along said westerly 18 line South 00°32'19" West 37.41 feet to the southeast comer of said Lot C; thence along 19 the southerly line of said Lot C North 89°24'34" West 10.00 feet to a line that is 20 10.00 feet westerly of and parallel with said westerly line; thence along said parallel line 21 North 00°32'19" East 45.26 feet to a line that is 10.00 feet southwesterly of and parallel 22 with said southwesterly right of way line; thence along said parallel line 23 South 51°18'04" East 12.72 feet to the True Point of Beginning. 24 25 26 Contains 413 square feet, more or less. 27 28 The distances described herein are grid distances and are based on California Coordinate 29 System of 1983, Zone 6, 2007.00 epoch. Ground distances may be obtained by dividing 30 grid distances by the mean combination factor of the courses being described. The mean 31 combination factor for this conversion is 0.99991367. M:\.2URS201.003`,SURVEY\LEGALS\TCE\22405-2.DOC 8/31/2011 7:06 PM Page 1 012 EXHIBIT A, PAGE 3 PSOMAS 2 This legal description was prepared by me or under my direction. 3 4 08/31/11 5 David A. Moritz, PLS 7388 Date 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 M:12URS201003\SURV EY\LEGALS\TCE\22405-2.DOC 8/31/2011 7:06 PM Page 2 of 2 EXHIBIT A, PAGE 4 PSOMAS 2 3 4 PARCEL 22405-3 5 APN 311-120-023 EXHIBIT "A" LEGAL DESCRIPTION 6 7 That portion of Lot C in Block 10 of Figadota Farms No. 8, in the City of Perris, County 8 ', of Riverside, State of California, as shown on the map filed in Book 16, Pages 88 and 89 9 of Maps, in the Office of the County Recorder of said County, described as follows: 10 11 12 13 14 15 16 17 18 19 Contains 1,754 square feet, more or less. 20 21 The distances described herein are grid distances and are based on California Coordinate 22 System of 1983, Zone 6, 2007.00 epoch. Ground distances may be obtained by dividing 23 grid distances by the mean combination factor of the courses being described. The mean 24 combination factor for this conversion is 0.99991367. 25 26 This legal description was prepared by me or under my direction. 27 Z)a,t-,.,/,-rte 28 — 08/31/11 29 David A. Moritz, PLS 7388 Date 30 31 Beginning at the intersection of the northerly line of said Lot C, with the easterly right of way line of State Route 215 as described in a deed to the State of California recorded September 5, 1952, in Book 1397, Page 566, of Official Records, in the office of the County Recorder of said County; thence along said easterly line South 03°29'54" East 35.09 feet; thence South 89°24'34" East 50.13 feet; thence North 03°29'54" West 35.09 feet to said northerly line; thence along said northerly line North 89°24'34" West 50.13 feet to the Point of Beginning. W2URS201003ySURVEY\LEGALSyTCE\22405-3.DOC 8/31/2011 7:06 PM Page 1 of 1 EXHIBIT A, PAGE 5 PROOF OF MAILING NOTICE I, Margaret L. Barnes, acting on behalf of the Riverside County Transportation Commission, hereby certify that on January 27, 2012, I mailed a copy of the attached notice by first-class mail to the following owner of real property located in the County of Riverside, State of California, more particularly described as Assessor Parcel No. 311-120-023 (Caltrans Project Parcel Nos. 22405-1, 22405-2 and 22405-3): Josephine Miller 2147 Heather Lane Del Mar, California 92014 DATED: January 27, 2012. Record Owner »14 ,,t1,tieee‘tia_______ Margaret L. Barnes SECOND AMENDED NOTICE OF HEARING TO PROPERTY OWNERS Pursuant to Section 1245.235 of the California Code of Civil Procedure, you are hereby notified that at a regular meeting to be held on Wednesday, March 14, 2012 at 9:30 a.m., at the Riverside County Administration Building, Board of Supervisors Chambers, 4080 Lemon Street, Riverside, California, the Commission of the Riverside County Transportation Commission intends to consider adopting a Resolution of Necessity, authorizing the commencement of eminent domain proceedings for the acquisition of fee, easement and temporary construction easement interests in portions of certain real property for public use which, according to the last equalized county assessment roll, is owned by you. The public use for which this resolution of necessity will be considered is for freeway purposes, including the widening and maintenance of Interstate 215 (I-215) from Scott Road to Nuevo Road, in Riverside County, California. The description of the property to be acquired is attached as Exhibit "A" to this notice. A hearing will be held at the time and place mentioned above. You have the right to appear and be heard on the following matters: 1. Whether the public interest and necessity require the project for which the property is sought to be acquired. 2. Whether the project is planned or located in the manner that will be most compatible with the greatest public good and least private injury. 3. Whether the property is necessary for the proposed project. 4. Whether the offer required by Section 7267.2 of the California Government Code has been made. Your failure to file a written request to appear and be heard within 15 days after the mailing of this notice will result in the waiver of your right to appear and be heard. ALL COMMUNICATIONS SHOULD BE ADDRESSED TO: Jennifer Harmon Clerk of the Board Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor Riverside, California 92501 DATE OF HEARING: PLACE OF HEARING: DATED: January 27, 2012. Wednesday, March 14, 2012 9:30 a.m. Riverside County Administration Building Board of Supervisors Chambers 4080 Lemon Street Riverside, California 92501 BEST BEST & KRIEGER LLP B ona Nemat Attorneys for Riverside County Transportation Commission PS OMAS 1 2 3 4 PARCEL 22406-1 5 APN 311-120-022 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 EXHIBIT "A" LEGAL DESCRIPTION FEE That portion of Lot A in Block 10 of Figadota Farms No. 8, in the City of Perris, County of Riverside, State of California, as shown on the map filed in Book 16, Pages 88 and 89 of Maps, in the Office of the County Recorder of said County, together with that portion of Lot C in Block 4 of Figadota Farms No. 8-A, as shown on the map filed in Book 17, Page 1 of Maps, in the Office of the County Recorder of said County, described as follows: Beginning at the intersection of the westerly line of Perris Boulevard, having a 50 foot westerly half width as shown on said maps, with the southwesterly right of way line of State Route 215, 142 feet wide as described in a deed to the State of California recorded September 5, 1952, in Book 1397, Page 566, of Official Records, in the office of the County Recorder of said County; thence along said southwesterly right of way line North 51°18'04" West 828.54 feet to the beginning of a non -tangent curve, concave westerly, having a radius of 731.50 feet, a radial line to said curve bears South 85°23'53" East, said curve also being the True Point of Beginning; thence southerly along said curve through a central angle of 06°57'26" an arc distance of 88.83 feet; thence South 11°33'33" West 178.37 feet to the easterly right of way line of State Route 215 as described in a Director's Deed to Bertha E. Colahan recorded March 10, 1952, in Book 1348, Page 402, of Official Records, in the office of the County Recorder of said County; thence along said easterly right of way line North 03°29'54" West 27.10 feet to the northeasterly right of way line of State Route 215 as described in a Director's Deed to Edwin and Rose Guy recorded December 11, 1973 as Instrument No. 159620, of Official Records, in the office of the County Recorder of said County; thence along said northeasterly right of way line North 06°58'20" East 252.83 feet to the southwesterly right of way line of State Route 215, 142 feet wide as MAR; RS2010031S UR V EYT EGALSTEE'22406-1. DOC 8/31/2011 7:01 PM Page 1 of 2 EXHIBIT A, PAGE 1 PSOMAS 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 described in said Director's Deed; thence along last said southwesterly right of way line South 51°18'04" East 24.58 feet to the True Point of Beginning. Contains 4,072 square feet, more or less. The distances described herein are grid distances and are based on California Coordinate System of 1983, Zone 6, 2007.00 epoch. Ground distances may be obtained by dividing grid distances by the mean combination factor of the courses being described. The mean combination factor for this conversion is 0.99991367. This conveyance is made for the purpose of a freeway and the Grantor hereby releases and relinquishes to the Grantee any and all abutter's rights or access, appurtenant to Grantor's remaining property, in and to said freeway. This legal description was prepared by me or under my direction. - a -1 e? I 08/31/11 David A. Moritz, PLS 7388 Date M:\21iRS201003\SURVErvLEGALSTEE\22406-1.DOC 8/31/2011 7:01 PM Page 2 of 2 EXHIBIT A, PAGE 2 PSOMAS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 EXHIBIT "A" LEGAL DESCRIPTION PARCEL 22406-2 APN 311-120-022 That portion of the northeast quarter of the southeast quarter of Section 30, Township 4 South, Range 3 West, San Bernardino Base and Meridian, in the City of Perris, County of Riverside, State of California, according to the official plat thereof, together with those portions of Lots A and B in Block 11, and Lot A in Block 10 of Figadota Farms No. 8, as shown on the map filed in Book 16, Pages 88 and 89 of Maps, in the Office of the County Recorder of said County, together with that portion of Lot C in Block 4 of Figadota Farms No. 8-A, as shown on the map filed in Book 17, Page 1 of Maps, in the Office of the County Recorder of said County, described as follows: Beginning at the intersection of the westerly line of Perris Boulevard, having a 50 foot westerly half width as shown on said maps, with the southwesterly right of way line of State Route 215, 142 feet wide as described in a deed to the State of California recorded September 5, 1952, in Book 1397, Page 566, of Official Records, in the office of the County Recorder of said County; thence along said southwesterly right of way line North 51°18'04" West 94.51 feet to the southerly line of said Lot B and True Point of Beginning; thence continuing along the southwesterly right of way line of State Route 215, 142 feet wide as described in a Director's Deed to Keith and Alene Krug recorded December 3, 1973 as Instrument No. 155998, of Official Records, in the office of the County Recorder of said County, North 51°18'04" West 734.03 feet to the beginning of a non -tangent curve, concave westerly, having a radius of 731.50 feet, a radial line to said curve bears South 85°23'53" East; thence southerly along said curve through a central angle of 00°56'26" an arc distance of 12.01 feet to a line that is 10.00 feet southwesterly of and parallel with the southwesterly right of way line of State Route 215, 142 feet wide as described in a Director's Deed to Edwin and Rose Guy recorded December 11, 1973 as Instrument No. 159620, of Official Records, in the office of the County Recorder of M: ;2U RS201003\SURVEY\\LEGALS\PE\22406-2. DOC 8/31/2011 7:04 PM Page 1 of 2 EXHIBIT A, PAGE 3 PSOMAS 1 said County; thence along said parallel line South 51°18'04" East 714.63 feet to said 2 jj southerly line; thence along said southerly line South 89°24'34" East 16.20 feet to the 3 True Point of Beginning. 4 5 Contains 7,243 square feet, more or less. 6 7 The distances described herein are grid distances and are based on California Coordinate 8 System of 1983, Zone 6, 2007.00 epoch. Ground distances may be obtained by dividing 9 grid distances by the mean combination factor of the courses being described. The mean 10 combination factor for this conversion is 0.99991367. 11 12 This legal description was prepared by me or under my direction. 13 14 15 David A. Moritz, PLS 7388 Date 16 17 18 19 20 21 22 23 24 25 26 i 27 I 28 29 30 31 08/31/11 M:\2URS201003\SURVEY\LEGALS;PE'\22406-2 D©C 8/3 I/2011 7:04 PM Page 2 of 2 EXHIBIT A, PAGE 4 PSOMAS 2 Il, 3 1 4 PARCEL 22406-3 5 APN 311-120-022 6 EXHIBIT "A" LEGAL DESCRIPTION 7 That portion of Lot A in Block 10 of Figadota Farms No. 8, in the City of Perris, County 8 of Riverside, State of California, as shown on the map filed in Book 16, Pages 88 and 89 9 of Maps, in the Office of the County Recorder of said County, and together with that 10 portion of Lot C in Block 4 of Figadota Farms No. 8-A, in said City of said County, as 11 shown on the map filed in Book 17, Page 1 of Maps, in the Office of the County 12 Recorder of said County, described as follows: 13 14 Beginning at the intersection of the westerly line of Perris Boulevard, having a 50 foot 15 westerly half width as shown on said maps, with the southwesterly right of way line of 16 State Route 215, 142 feet wide as described in a deed to the State of California recorded 17 September 5, 1952, in Book 1397, Page 566, of Official Records, in the office of the 18 County Recorder of said County; thence along said southwesterly right of way line 19 North 51°18'04" West 828.54 feet to the beginning of a non -tangent curve, concave 20 westerly, having a radius of 731.50 feet, a radial line to said curve bears 21 South 85°23'53" East; thence southerly along said curve through a central angle of 22 00°56'26" an arc distance of 12.01 feet to a line that is 10.00 feet southwesterly of and 23 parallel with the southwesterly right of way line of State Route 215, 142 feet wide as 24 described in a Director's Deed to Edwin and Rose Guy recorded December 11, 1973 as 25 Instrument No. 159620, of Official Records, in the office of the County Recorder of said 26 County, and the True Point of Beginning; thence continuing southerly along said curve 27 through a central angle of 06°01'00" an arc distance of 76.82 feet; thence 28 South 11°33'33" West 178.37 feet to the easterly right of way line of State Route 215 as 29 described in a Director's Deed to Bertha E. Colahan recorded March 10, 1952, in Book 30 1348, Page 402, of Official Records, in the office of the County Recorder of said County; 31 thence along said easterly right of way line South 03°29'54" East 38.50 feet; thence North M:\2URS201003SURVEYTEGALS\PE\22406-3.DOC 8/31/2011 7:04 PM Page 1 of 2 EXHIBIT A, PAGE 5 PSOMAS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 11°33'33" East 215.54 feet to the beginning of a curve, concave westerly, having a radius of 741.50 feet; thence northerly along said curve through a central angle of 05°30'48" an arc distance of 71.35 feet to a line that is 10.00 feet southwesterly of and parallel with the southwesterly right of way line of said Director's Deed to Edwin and Rose Guy; thence along said parallel line North 51°18'04" West 11.91 feet to the True Point of Beginning. Contains 2,710 square feet, more or less. The distances described herein are grid distances and are based on California Coordinate System of 1983, Zone 6, 2007.00 epoch. Ground distances may be obtained by dividing grid distances by the mean combination factor of the courses being described. The mean combination factor for this conversion is 0.99991367. This legal description was prepared by me or under my direction. 08/31/11 David A. Moritz, PLS 7388 Date M:':2 U RS20 1003\.S U R V EY'\.LEGA LS\P E122406-3. DOC 8/31/2011 7:04 PM a� c4 o No. 7388 Exp. 12/31/11 I4`, Page 2 of 2 EXHIBIT A, PAGE 6 PSOMAS 2 3 4 PARCEL 22406-4 5 APN 311-120-022 6 7 8 EXHIBIT "A" LEGAL DESCRIPTION TEMPORARY CONSTRUCTION EASEMENT That portion of the northeast quarter of the southeast quarter of Section 30, Township 4 South, Range 3 West, San Bernardino Base and Meridian, in the City of 9 Perris, County of Riverside, State of California, according to the official plat thereof, 10 II ' together with those portions of Lots A and B in Block 11, and Lot A in Block 10 of 11 Figadota Farms No. 8, as shown on the map filed in Book 16, Pages 88 and 89 of Maps, 12 '' in the Office of the County Recorder of said County, together with that portion of Lot C 13 in Block 4 of Figadota Farms No. 8-A, as shown on the map filed in Book 17, Page 1 of 14 Maps, in the Office of the County Recorder of said County, described as follows: 15 16 Beginning at the intersection of the westerly line of Perris Boulevard, having 50 foot 17 westerly half width as shown on said maps, with the southwesterly right of way line of 18 State Route 215, 142 feet wide as described in a deed to the State of California recorded 19 September 5, 1952, in Book 1397, Page 566, of Official Records, in the office of the 20 County Recorder of said County; thence along said southwesterly right of way line 21 North 51°18'04" West 94.51 feet to the southerly line of said Lot B; thence along said 22 southerly line North 89°24'34" West 16.20 feet to a line that is 10.00 feet southwesterly 23 j of and parallel with the southwesterly right of way line of State Route 215, 142 feet wide 24 as described in a Director's Deed to Keith and Alene Krug recorded December 3, 1973 as 25 Instrument No. 155998, of Official Records, in the office of the County Recorder of said 26 County; thence along said parallel line North 51°18'04" West 191.75 feet to the True 27 Point of Beginning; thence continuing along said parallel line North 51°18'04" West 28 I 510.97 feet to the beginning of a non -tangent curve, concave westerly, having a radius of 29 741.50 feet, a radial line to said curve bears South 83°57'15" East; thence southerly 30 along said curve through a central angle of 05°30'48" an arc distance of 71.35 feet; 31 thence South 11°33'33" West 20.21 feet; thence North 38°41'56" East 54.82 feet to a line M:\2URS201003\SURV EY\LEGALS\TCE\22406-4.DOC 8/31/2011 7:06 PM EXHIBIT A, PAGE 7 Page 1 of 2 PS OMAS 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 that is 35.00 feet southwesterly of and parallel with the southwesterly right of way line of State Route 215, 142 feet wide as described in a Director's Deed to Edwin and Rose Guy recorded December 11, 1973 as Instrument No. 159620, of Official Records, in the office of the County Recorder of said County; thence along said parallel line South 51°18'04" East 466.20 feet; thence North 38°41'56" East 25.00 feet to the True Point of Beginning. Contains 13,367 square feet, more or less. The distances described herein are grid distances and are based on California Coordinate System of 1983, Zone 6, 2007.00 epoch. Ground distances may be obtained by dividing grid distances by the mean combination factor of the courses being described. The mean combination factor for this conversion is 0.99991367. This legal description was prepared by me or under my direction. 08/31/11 David A. Moritz, PLS 7388 Date M:\2URS201003\SURVEY\LEGALS\TCO22406-4.DOC 8/31/2011 7:06 PM EXHIBIT A, PAGE 8 Page 2 of 2 PS OMAS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 PARCEL 22406-5 APN 311-120-022 EXHIBIT "A" LEGAL DESCRIPTION TEMPORARY CONSTRUCTION EASEMENT Those portions of Lots A and B in Block 10 of Figadota Farms No. 8, in the City of Perris, County of Riverside, State of California, as shown on the map filed in Book 16, Pages 88 and 89 of Maps, in the Office of the County Recorder of said County, together with that portion of Lot C in Block 4 of Figadota Farms No. 8-A, as shown on the map filed in Book 17, Page 1 of Maps, in the Office of the County Recorder of said County, described as follows: Beginning at the intersection of the westerly line of Perris Boulevard, having a 50 foot westerly half width as shown on said maps, with the southwesterly right of way line of State Route 215, 142 feet wide as described in a deed to the State of California recorded September 5, 1952, in Book 1397, Page 566, of Official Records, in the office of the County Recorder of said County; thence along said southwesterly right of way line North 51°18'04" West 94.51 feet to the southerly line of said Lot B; thence along said southerly line North 89°24'34" West 16.20 feet to a line that is 10.00 feet southwesterly of and parallel with the southwesterly right of way line of State Route 215, 142 feet wide as described in a Director's Deed to Keith and Alene Krug recorded December 3, 1973 as Instrument No. 155998, of Official Records, in the office of the County Recorder of said County; thence along said parallel line North 51°18'04" West 702.72 feet to the beginning of a non -tangent curve, concave westerly, having a radius of 741.50 feet, a radial line to said curve bears South 83°57'15" East; thence southerly along said curve through a central angle of 05°30'48" an arc distance of 71.35 feet; thence South 11°33'33" West 57.36 feet to the True Point of Beginning; thence continuing South 11°33'33" West 158.18 feet to the easterly right of way line of State Route 215 as described in a Director's Deed to Bertha E. Colahan recorded March 10, 1952, in Book 1348, Page 402, of Official Records, in the office of the County Recorder of said County; M: \2 UR S201003\SURVEYILEGALS\TCE\22406-5 . DOC 8/31/2011 7:06 PM Page 1 of 2 EXHIBIT A, PAGE 9 .PS OMAS 1 i! thence along said easterly right of way line South 03°29'54" East 50.00 feet; thence 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 North 07°57'33" East 206.88 feet to the True Point of Beginning. Contains 1,027 square feet, more or less. The distances described herein are grid distances and are based on California Coordinate System of 1983, Zone 6, 2007.00 epoch. Ground distances may be obtained by dividing grid distances by the mean combination factor of the courses being described. The mean combination factor for this conversion is 0.99991367. This legal description was prepared by me or under my direction. 08/31/11 David A. Moritz, PLS 7388 Date M:\2URS201003\SURVEYTEGALS\TCE\22406-5.DOC 8/31/2011 7:06 PM Page 2 of 2 EXHIBIT A, PAGE 10 PS OMAS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 EXHIBIT "A" LEGAL DESCRIPTION PARCEL 22406-6 APN 311-120-022 That portion of Lot B in Block 10 of Figadota Farms No. 8, in the City of Perris, County of Riverside, State of California, as shown on the map filed in Book 16, Pages 88 and 89 of Maps, in the Office of the County Recorder of said County, described as follows: Beginning at the intersection of the southerly line of said Lot B, with the easterly right of way line of State Route 215 as described in a Director's Deed to Bertha E. Colahan recorded March 10, 1952, in Book 1348, Page 402, of Official Records, in the office of the County Recorder of said County; thence along said easterly right of way line North 03°29'54" West 35.09 feet; thence South 89°24'34" East 50.13 feet; thence South 03°29'54" East 35.09 feet to said southerly line; thence along said southerly line North 89°24'34" West 50.13 feet to the Point of Beginning. Contains 1,754 square feet, more or less. The distances described herein are grid distances and are based on California Coordinate System of 1983, Zone 6, 2007.00 epoch. Ground distances may be obtained by dividing grid distances by the mean combination factor of the courses being described. The mean combination factor for this conversion is 0.99991367. This legal description was prepared by me or under my direction. 08/31/11 David A. Moritz, PLS 7388 Date M: \.2 U RS201003\S UR V EY\LEGA L S\TCE`t22406-6. DOC 8/31/2011 7:06 PM EXHIBIT A, PAGE 11 Page 1 of 1 PROOF OF MAILING NOTICE I, Margaret L. Barnes, acting on behalf of the Riverside County Transportation Commission, hereby certify that on January 27, 2011, I mailed a copy of the attached notice by first-class mail to the following owners of real property located in the County of Riverside, State of California, more particularly described as Assessor Parcel No. 311-120-022 (Caltrans Project Parcel Nos. 22406-1, 22406-2, 22406-3, 22406-4, 22406-5 and 22406-6): Laurel Palms Apts., Inc. 2016 Riverside Drive Los Angeles, CA 90039 Kevin B. Jones, Esq. J.K. Residential Services, Inc. 2016 Riverside Drive Los Angeles, CA 90039 DATED: January 27, 2012. Record Owner Courtesy Copy .4.4(1 -el - M.( garet L. Barnes NOTICE OF HEARING TO PROPERTY OWNERS Pursuant to Section 1245.235 of the California Code of Civil Procedure, you are hereby notified that at a regular meeting to be held on Wednesday, March 14, 2012 at 9:30 a.m., at the Riverside County Administration Building, Board of Supervisors Chambers, 4080 Lemon Street, Riverside, California, the Commission of the Riverside County Transportation Commission intends to consider adopting a Resolution of Necessity, authorizing the commencement of eminent domain proceedings for the acquisition of easement and temporary construction easement interests in portions of certain real property for public use which, according to the last equalized county assessment roll, is owned by you. The public use for which this resolution of necessity will be considered is for freeway purposes, including the widening and maintenance of Interstate 215 (I-215) from Scott Road to Nuevo Road, in Riverside County, California. The description of the property to be acquired is attached as Exhibit "A" to this notice. A hearing will be held at the time and place mentioned above. You have the right to appear and be heard on the following matters: 1. Whether the public interest and necessity require the project for which the property is sought to be acquired. 2. Whether the project is planned or located in the manner that will be most compatible with the greatest public good and least private injury. 3. Whether the property is necessary for the proposed project. 4. Whether the offer required by Section 7267.2 of the California Government Code has been made. Your failure to file a written request to appear and be heard within 15 days after the mailing of this notice will result in the waiver of your right to appear and be heard. ALL COMMUNICATIONS SHOULD BE ADDRESSED TO: Jennifer Harmon Clerk of the Board Riverside County Transportation Commission 4080 Lemon Street, 3`d Floor Riverside, California 92501 DATE OF HEARING: PLACE OF HEARING: DATED: February 6, 2012. Wednesday, March 14, 2012 9:30 a.m. Riverside County Administration Building Board of Supervisors Chambers 4080 Lemon Street Riverside, California 92501 BEST BEST & KRIEGER LLP 0)(\ (C‘ft By: Mona Nemat Attorneys for Riverside County Transportation Commission PSOMAS 1 2 3 EXHIBIT "A" LEGAL DESCRIPTION 4 PARCEL 22408-1 5 APN 311-180-032 6 7 That portion of Lot A in Block 5 of Figadota Farms No. 2, in the City of Perris, County 8 of Riverside, State of California, as shown on the map filed in Book 16, Page 63 of Maps, 9 in the Office of the County Recorder of said County, described as follows: 10 11 Beginning at the intersection of the easterly line of Perris Boulevard, having a 50 foot 12 easterly half width as shown on said map, with the northeasterly right of way line of State 13 Route 215, 142 feet wide as described in a Director's Deed to Stephens and Blake Family 14 Trust recorded June 19, 1973 as Instrument No. 79630, of Official Records, in the office 15 of the County Recorder of said County; thence along said easterly line North 0°32'19" 16 East 12.72 feet to a line that is 10.00 feet northeasterly of and parallel with said 17 northeasterly right of way line; thence along said parallel line South 51°18'04" East 18 184.69 feet to the easterly line of said Lot A; thence along said easterly line South 19 0°32'15" West 12.72 feet to said northeasterly right of way line; thence along said 20 northeasterly right of way line North 51°18'04" West 184.69 feet to the Point of 21 " Beginning. 22 23 24 Contains 1847 square feet, more or less. 25 26 27 The distances described herein are grid distances and are based on California Coordinate 28 System of 1983, Zone 6, 2007.00 epoch. Ground distances may be obtained by dividing 29 grid distances by the mean combination factor of the courses being described. The mean 30 combination factor for this conversion is 0.99991367. 31 M:\2URS201003\SLTRVEY iLEGALS\PEy22408-1.DOC 8/31/2011 7:04 PM Page 1 of 2 EXHIBIT A, PAGE 1 PSOMAS 2 This legal description was prepared by me or under my direction. 3 4 08/31/11 5 David A. Moritz, PLS 7388 Date 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 M:\2UR S201003\SUR VEY\LEGAL S\PE\22408-1. DOC 8/31/2011 7:04 PM Page 2 of 2 EXHIBIT A, PAGE 2 PSOMAS 2 3 4 PARCEL 22408-2 5 APN 311-180-032 6 7 8 9 10 11 12 13 14 15 16 Contains 1,964 square feet, more or less. 17 18 19 This legal description was prepared by me or under my direction. 20 21 11/01/2011 22 David A. Moritz, PLS 7388 Date 23 24 25 26 27 28 29 30 31 M:\2URS201003\SURVEY \LEGALS\f'E\22408-2. DOC" 10/27/2011 EXHIBIT "A" LEGAL DESCRIPTION The westerly 10 feet of Lot A in Block 5 of Figadota Farms No. 2, in the City of Perris, County of Riverside, State of California, as shown on the map filed in Book 16, Page 63 of Maps, in the Office of the County Recorder of said County. Except that portion lying southerly of the northeasterly right-of-way line of State Route 215, 142 feet wide, as described in the Director's Deed to the Stephens and Blake Family Trust, recorded June 19, 1973 as Instrument No. 79630 of Official Records, in the office of the County Recorder of said county. a\ypt LANG \S!) A AiD,�i`SCipL No. 7388 Exp. 12/31/11 Page 1 of 1 EXHIBIT A, PAGE 3 PSOMAS 1 EXHIBIT "A" 2 LEGAL DESCRIPTION 3 4 PARCEL 22408-3 5 APN 311-180-032 rEMPORAR 'aONSTRUCTI EV r 6 7 That portion of Lot A in Block 5 of Figadota Farms No. 2, in the City of Perris, County 8 of Riverside, State of California, as shown on the map filed in Book 16, Page 63 of Maps, 9 in the Office of the County Recorder of said County, described as follows: 10 11 Beginning at the intersection of the easterly line of Perris Boulevard, having a 50 foot 12 easterly half width as shown on said map, with the northeasterly right of way line of State 13 Route 215, 142 feet wide as described in a Director's Deed to Stephens and Blake Family 14 Trust recorded June 19, 1973 as Instrument No. 79630, of Official Records, in the office 15 of the County Recorder of said County; thence along said easterly line North 0°32'19" 16 East 12.72 feet to a line that is 10.00 feet northeasterly of and parallel with said 17 northeasterly right of way line and the True Point of Beginning; thence continuing along 18 said easterly line North 0°32'19" East 31.80 feet to a line that is 35.00 feet northeasterly 19 of and parallel with said northeasterly right of way line; thence along said parallel line 20 South 51°18'04" East 184.69 feet to the easterly line of said Lot A; thence along said 21 easterly line South 0°32'15" West 31.80 feet to a line that is 10.00 feet northeasterly of 22 and parallel with said northeasterly right of way line; thence along said parallel line 23 North 51°18'04" West 184.69 feet to the True Point of Beginning. 24 25 Contains 4,617 square feet, more or less. 26 27 The distances described herein are grid distances and are based on California Coordinate 28 System of 1983, Zone 6, 2007.00 epoch. Ground distances may be obtained by dividing 29 grid distances by the mean combination factor of the courses being described. The mean 30 combination factor for this conversion is 0.99991367. 31 M:\2 U RS201003\SURVEY\LEGALS\TCE\22408-3.DOC 10/28/2011 12:00 PM Page 1 of 2 EXHIBIT A, PAGE 4 PSOMAS 2 This legal description was prepared by me or under my direction. 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 11/01/2011 David A. Moritz, PLS 7388 Date M:\2URS201003\SURVEY\LEGALS\TCE\22408-3.DOC Page 2 of 2 10/28/2011 12:00 PM EXHIBIT A, PAGE 5 PROOF OF MAILING NOTICE I, Margaret L. Barnes, acting on behalf of the Riverside County Transportation Commission, hereby certify that on February 6, 2012, I mailed a copy of the attached notice by first-class mail to the following owner of real property located in the County of Riverside, State of California, more particularly described as Assessor Parcel No. 311-180-032 (Caltrans Project Parcel Nos. 22408-1, 22408-2 and 22408-3): Judith A. Blake c/o Andrea Gee, Esq. Ashworth & Ashworth, LLP 2223 E. Wellington Avenue, Suite 320 Santa Ana, CA 92701 Record Owner Blake Family Trust Record Owner 433 S. Cedarhaven Way Anaheim, CA 92807 Stephens Family Trust Record Owner 8015 Soft Winds Drive Corona, CA 92883 International Church of Foursquare Gospel Record Owner 1910 W. Sunset Boulevard Los Angeles, CA 90026 Roxie Hodges Courtesy Copy Susan Renno Stephens Family Trust 8015 Soft Winds Drive Corona, CA 92883 Steve Williams Brenda Jordan Blake Family Trust 32808 Central Street Wildomar, CA 92595 Courtesy Copy The Rock Church c/o Tim Funk Carl McAulay 99 East Orangethorpe Avenue Anaheim, CA 92801 DATED: February 6, 2012. Courtesy Copy Margaret L. Barnes AGENDA ITEM 9A RIVERSIDE COUNTY TRANSPORTA TION COMMISSION DATE: March 14, 2012 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Michele Cisneros, Accounting and Human Resources Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Quarterly Financial Statements BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to receive and file the Quarterly Financial Statements for the period ended December 31, 2011. BACKGROUND INFORMATION: During the last six months ofthe fiscal year, staff has monitored the revenues and expenditures of the Commission. The attached financial statements present the revenues and expenditures for the first six months of the fiscal year. Period closing accrual adjustments are not included for revenues earned but not billed and expenditures incurred for goods and services received but not yet invoiced, as such adjustments are normally made during the year-end closing activities. The operating statement shows the sales tax revenues for the second quarter at 35 percent of the budget. This is a result of the Governmental Accounting Standards Board (GASB) Statement No. 33. GASB 33 requires sales tax revenue to be accrued for the period in which it is collected at the point of sale. The State Board of Equalization collects the Measure A 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 revenues by the Commission. Accordingly, these financial statements reflect the revenues related to collections through October 2010. On a cash basis, the Measure A and Local Transportation Fund (LTF) sales tax revenues are 9.44 percent and 9.84 percent higher, respectively, than the same period last fiscal year. This continued increase is an encouraging sign that economic recovery in the region is broadening. Staff will continue to monitor the trends in the sales tax receipts and will report to the Commission any necessary adjustments to the FY 2011/12 budget sales tax revenues. Agenda Item 9A 52 Federal, state, and local revenues are on a reimbursement basis, and the Commission will receive these revenues as the projects are completed and invoiced to the respective agencies. During the FY 2011/12 budget process, the Commission took a conservative approach in estimating the Transportation Uniform Mitigation Fee (TUMF) receipts as a result of the housing crisis and significant impact this has had on the Inland Empire's local economy. The operating statement shows the TUMF revenues at 32 percent of the budget. Other revenues include $440,325 from the proceeds related to the sale of land at the West Corona Station and easement on the San Jacinto Branch Line property. The Commission took a conservative approach in estimating interest income for FY 2011/12, due to flat interest yields on invested balances. Additionally, the 2010 Build America Bonds (BABs) subsidy payments were reflected as a reduction of interest payments in the FY 2011/12 budget; however, generally accepted accounting principles require such payments to be accounted for as interest income. During December 2012, the Commission received approximately $1.5 million in BABs subsidy payments. Interest income is at 170 percent of the budget as a result of the conservative approach to estimating interest income as well as the accounting for BABs subsidy payments. Other than capital project expenditures that are discussed separately, the other expenditures are in line overall with the expectations of the budget with the following exceptions: • Salaries and benefits are slightly over as a result of a prepayment for the FY 2011/12 employer retirement contribution that provides a discount of half a year's interest. • Professional services are under budget due to ongoing contract negotiations with Burlington Northern Santa Fe regarding the 4"' Main track and significant legal and advisory services related to the State Route 91 Corridor Improvement Project (SR -91 CIP) design -build procurement being delayed until a full project funding commitment from the Transportation Infrastructure Finance and Innovation Act (TIFIA) loan program has been secured. • Support costs are under budget due to unused budget authority for station maintenance and repair, and utilities. • Program operations expenditures are under budget and reflect vendor invoices for program management submitted through November 2011. • Operating and capital disbursements are made as claims are submitted to the Commission by the transit operators. • Special studies are under budget due to unused budget authority for Caltrans project initiation documents (PID). Due to the state's budget issues, funds Agenda Item 9A • 53 were budgeted in FY 2011/12 should the Commission be required to reimburse Caltrans for PIDs. • Local streets and roads expenditures are related to the timing of Measure A sales tax revenues as previously explained. These financial statements reflect expenditures made to the local jurisdictions related to collections through October 2011. • Regional arterial expenditures primarily represent expenditures for the highways and regional arterial program administered by the Coachella Valley Association of Governments (CVAG). CVAG requests reimbursements from the Commission based on available funds and sufficient budget authority. • Capital outlay expenditures are under budget due to unexpended authority for financial software improvements, regional rideshare hardware improvements, and station security improvements. This category is expected to remain under budget for lower costs related to the financial software improvements and not requiring the regional rideshare hardware. At the February meeting, the Commission approved a new model for operating the regional rideshare system that does not require hardware. Debt service interest expenditures on the 2010 Bonds are made in December and June, while interest expenditures on the 2009 Bonds are made monthly due to the variable rate nature of the bonds. Principal payments on the 2009 Bonds and 2010 Bonds are made in June. Staff will continue to monitor the revenues and expenditures and will notify the Commission of any unusual events. Listed below are the significant capital projects and the 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. Highway Engineering/Construction/Design-Build/Right of Way/Land 74/215 Interchange Project - Construction is progressing as planned and a ribbon - cutting ceremony was held on February 16; one right of way acquisition is currently in condemnation proceedings. SR -79 Realignment Project - The draft project report and environmental document is being reviewed by Caltrans to receive approval to release for public circulation. Due to the size and complexity of the project, this phase has taken longer than anticipated. Agenda Item 9A 54 SR-91/Van Buren Boulevard Interchange Project - The city of Riverside is the lead agency for this project. Construction started in March 2010 and the project is substantially completed and open to traffic. The Measure A funded portion of construction is $5 million; only $3 million in costs have been submitted by the city with the remaining $2 million expected to be billed in the third quarter of FY 2011/12. SR -91 HOV Lanes Project - Caltrans has completed design work. Expenditures remain within the budget authority. Utility relocation contractors continue to perform relocation of utilities; however, no invoices for expenditures incurred to date have been submitted for payment. Staff is performing right of way acquisition, and negotiations continue to progress and are on schedule; several acquisitions are pending settlements. Construction managed by Caltrans is currently forecasted to start in the late march of early April. 71/91 Interchange Project - The preliminary engineering and environmental phase was completed in late FY 2010/11. The availability of federal earmark funds allows the final design phase of work to move forward. Procurement for the design consultant was awarded at the February Commission meeting. SR -91 CIP (design -build) - A Transportation Investment Generating Economic Recovery (TIGER) III grant application and letter of interest (LO1) for a TIFIA loan was submitted in October 2011. In December, the Commission was selected to receive a $20 million TIGER III TIFIA grant that will translate into a TIFIA loan to partially fill the remaining funding gap for the project. Early right of way acquisition work was approved by Caltrans in April 2011. Following the public comment period ending in July 2011, early acquisition work began. Right of way expenditures for FY 2011/12 are weighted toward the end of the fiscal year due to the long lead time to close escrow on property purchases. The design -build request for proposals is being finalized for issuance in late FY 2011/12. Agency, utility, and railroad agreement work continues with certain agreements now completed and with others in various stages of completion. 1-15 CIP - Work on the environmental phase continues. Toll feasibility work continues to evaluate various project options in our current funding environment. Staff has used toll feasibility work to develop a scoping and implementation plan that was presented to an 1-15 CIP Ad Hoc Committee in July 2011. Comments were received and action items were developed to perform further analysis and to make further project recommendations to the ad hoc committee in the fourth quarter of FY 2011/12. 1-215 South Widening Project from Murrieta Hot Springs Road to Scott Road - Construction began in July 2011 and is on schedule. Agenda Item 9A • 55 • 1-215 Central Widening Project from Scott Road to Nuevo Road - Final design and right of way acquisitions related to the project are on schedule. I-215/Van Buren Interchange - This project is managed by the county of Riverside, and construction bids were received in February. Contract award by the County is anticipated within the next few months. Mid County Parkway Project - Right of way acquisitions have been curtailed as property development has subsided, and the critical need to acquire property for protection has been delayed due to the substantial rescoping of the project. Rail Engineering/Construction/Right of Way/Land Perris Valley Line Project - Advance preliminary engineering is approximately 90 percent complete and right of way acquisition has started. Environmental clearances are scheduled to be obtained the end of the third quarter of FY 2011/12, which would release activity for final right of way procurement and start of the final design phase. Attachment: Quarterly Financial Statements - December 2011 • • Agenda Item 9A 56 • Revenues Sales tax Federal reimbursements State reimbursements Local reimbursements Transportation Uniform Mitigation Fee Other revenues Interest Total revenues Expenditures Salaries and benefits Professional and support Professional services Support costs Total Professional and support costs Projects and operations Program operations - general 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 Total Expenditures Excess revenues over (under) expenditures Other financing sources/(uses) Operating transfer in Operating transfer out Debt proceeds Total financing sources/(uses) Net change in fund balances Fund balance July 1, 2011 Fund balance December 31, 2011 RIVERSIDE COUNTY TRANPORTATION COMMISSION QUARTERLY BUDGET VS ACTUAL 2ND QUARTER FOR SIX MONTHS ENDED 12/31/2011 FY 2011/12 2ND QUARTER BUDGET ACTUAL $ 180,937,000 $ 62,621,339 23,650,700 1,998,055 23,935,100 5,342,893 1,066,200 611,476 7,084,300 2,248,677 608,000 710,331 1,824,200 3,092,048 239,105,500 76,624,819 6,576,900 3,651,902 16,472,800 4,473,835 5,396,100 2,081,250 21,868,900 6,555,085 17,222,400 3,731,034 41,568,800 7,016,776 59,777,600 10, 203, 803 29,438,000 4,124,066 85,927,000 16, 578, 009 109,109,300 33,577,625 770,000 29,320 33,168,000 11,827,819 15,215,000 3,555,118 392,196,100 90,643,570 6,500,000 - 13,695,000 7,266,388 20,195,000 7,266,388 470,200 4,926 441, 307,100 108,121,871 (202,201,600) (31,497,052) 169,301,100 47,980,791 (169,301,100) (47,980,791) 38,000,000 38,000,000 - (164,201,600) (31,497,052) 530,978,300 589,364,644 $ 366,776,700 $ 557,867,592 REMAINING BALANCE (118,315,661) (21,652,645) (18,592,207) (454,724) (4,835,623) 102,331 1,267,848 (162,480,681) 2,924,998 11,998,965 3,314,850 15,313,815 13,491,366 34,552,024 49,573,797 25,313,934 69,348,991 75,531,675 740,680 21,340,181 11,659,882 301,552,530 6,500,000 6,428,612 12,928,612 465,274 333,185,229 367,737,253 (121,320,309) 121,320,309 (38,000,000) 38,000,000 405,737,253 58,386,344 PERCENT UTILIZATION 35% 8% 22% 57% 32% 117% 170% 32% 56% 27% 39% 30% 22% 17% 17% 14% 19% 31% 4% 36% 23% 23% N/A 53% 36% 1% 25% 16% 28% 28% N/A N/A 19% 111% $ 464,123,597 152% 57 • • GENERAL FUND FSP/ SAFE Reve nues Sales tar $ 1,080,000 $ - $ 29,588,583 $ 266,025 $ 9.137,229 $ 19,751,802 $ 2.797,700 $ - $ - $ 62 ,621,339 Federa l reimbursements 2.350 - 1,995,705 - - - - 1 ,898,055 Slate reimbursements 57.201 1,116,630 4,169,062 - - - - 5.742,893 Local reimbursements 53,486 163,577 394,413 - - - 611.476 Transportation Uniform Mitigation Fe e - - - - 2,248 .677 2,248,677 Other revenues 7,921 168 699 ,897 - - - - 2,345 • 710.331 Interest 17.769 7,210 298 .762 - 12,918 88,122 48,093 93,693 953,459 25,328 1.546,694 3.092.048 Total revenues 1.218,727 1,287,585 37.146,422 266,025 9,150,147 19,839,924 2 .845,793 2.342.370 953,459 27.673 1,546,694 76,624,819 Expen ditures Sala ries and benefits 2,421,232 61,513 1,108,126 - 484 - - 60,547 3,651 ,902 Professional and su pport - - Pro fessional services 376,019 253,644 3,717.662 - 1,661 - - 124,849 4,473 ,835 Support co sts 1.600,580 193,407 287.141 - 112 2,081 ,250 Total Professional and support costs 1,976, 609 447.051 4.004.803 1,661 - - 124,961 - - 6,555,085 Projects an d operation s Program operations- general 495. 426 912,471 2,254,956 - - 68,181 3,731,034 Engineering - - 5,028,759 - - - 1.868,912 - 119,105 - 7,016,776 Construction - 9,967 ,926 - - 235,877 10,203,803 Design Build - 4,124,066 - - - - 4.124.066 Right of wa y/land - - 16,161 ,206 - - - (530.355) 947,158 16 ,578,009 Operating a nd capita l disbursements 1,738.046 - 2,039,413 2,128,441 27,174,797 496,928 - 33,579,625 Special studies - - 29.320 - - - 29.320 Local streets and roads - 8.363,764 266.025 3,198,030 - 11 .827,619 Re gional arteria ls - - 3 ,555,118 3,555,118 Total projects and operations 2, 233,472 912,471 47.969,410 266,025 8.881,589 27.174,797 496,928 1.642,615 - 1.066 ,263 90.643,570 RIVERSIDE COUNTY TRANSPORTATI ON COMMISSION QUARTERLY BUDGET VS ACTUALS BY FUND 2ND QUARTER F OR SIX MONTHS ENDED 12/31/2011 ME ASURE A SALES TAX PALO LOCAL TRANSPORTATION CO MBINED WESTERNVERDE COACHELLA STATE TRANSIT C OMMERCIAL SALES TAX COUNTY VALLEY VALLEY TRANSPORTATIONFUND ASSISTANCE UNIFORM MITIGATION DEBT SERVICE PAPER BONGS TOTAL FEE (TUMF) Debt service In terest Total debt service - 7.266,388 7.266 .388 - - - - 7 .266 .388 7,266,388 Capital outlay 4.926 - - 4,926 To tal Expenditures 6.636.239 1,421,035 53.082,339 266,025 8,883,734 27 .174 ,797 496.928 1,828,123 1,066,263 7,266.388 108.121,871 Excess revenues ove r (un der) expen ditures (5,417.512) (133,450) (15,935,917) 266,413 (7,334,873) 2,348,865 514 .247 953459 (1,038,590) (5,719,694) (31,497.052) Other fin ancing so urces/(uses) Operating transfer in 8.503,601 800.000 14,621, 178 54 Operating transfer out (1. 114.300) (9.852,390) (54) Total financing sources/(uses) 8,503.601 (314,300) 4,768,788 - - - - 14,381,746 9.674.212 47,980,791 (8,189,301) - - (30) (14.442 ,970) (14,381 ,746) (47.980,791) (8,189,301) - - (30) (61,224) (4,707,534) - Net change in fund balances 3,086,088 (447.750) (11,167,129) - 266,413 (15,524,174) 2 .348,865 514,247 953,429 (1,099 .814) (10,427 .228) (31,497,052) Fund balance Ju ly 1, 2011 13,524,354 7,046,938 258,599.521 556 10,162,008 82,210,219 32,178,629 73,294,737 33,227.032 25 ,226,581 53,894.069 589,364,644 Fun d balance December 31, 2011 $ 16,610.443 $ 6, 599,188 $ 247,432,392 $ 556 $ 10, 428 421 0 66.686,045 $ 34,527,494 $ 73,808,984 $ 34,180 461 $ 24 ,126.767 $ 43,466.841 $ 557,867,592 58 • AGENDA ITEM 9B • • • • • RIVERSIDE COUNTY TRANSPORTA TION COMMISSION DATE: March 14, 2012 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Theresia Trevino, Chief Financial Officer THROUGH: Anne Mayer, Executive Director SUBJECT: Quarterly Sales Tax Analysis BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to receive and file the sales tax analysis for Quarter 3 (Q3) 2011. BACKGROUND INFORMATION: At its December 2007 meeting, the Commission awarded an agreement to MuniServices, LLC (MuniServices) for quarterly sales tax reporting services plus additional fees contingent on additional sales tax revenue generated from the transactions and use tax (sales tax) audit services. The services performed under this agreement pertain to only the Measure A sales tax revenues. Since the commencement of these services, MuniServices submitted an audit update, which reported findings that have been generated and submitted to the State Board of Equalization (SBOE) for review and determination of errors in sales tax reporting related to 205 businesses. Through Q3 2011 for July through September 2011, the SBOE has approved corrections for 151 of these accounts for a total sales tax revenue recovery of $ 1,810,970. If the SBOE concurs with the error(s) for the remaining claims, the Commission would receive additional revenues; however, the magnitude of the value of the remaining findings was not available. It is important to note that while the recoveries of additional revenues will be tangible, it will not be sufficient to alter the overall trend of sales tax revenues. Additionally, MuniServices provided the Commission with the quarterly sales tax summary report for the third quarter of calendar year 2011 for July through September 2011 (Q3 2011). Most of the Q3 2011 Measure A sales tax revenues was received by the Commission in the fourth quarter of calendar 2011, during October through December 2011, due to a lag in the sales tax calendar. The summary section of the Q3 2011 report is attached and includes an overview of California sales tax receipts, local results, historical cash collections analysis, Agenda Item 9B 59 summary of the top 25 sales tax contributors, historical sales tax amounts, sales tax by business category, economic trends for significant business category (auto sales -new), and results. The following observations were noted in the Q3 2011 report: • Sales tax receipts for Riverside County were 10.3 percent higher compared to the Q3 2010, and slightly higher than the state. This supports the previous quarterly reports' analyses that an economic recovery statewide and locally is underway; however, the Commission should continue to be cautious as service stations is one of the top three economic segments throughout the state leading this recovery. A significant portion of this growth is attributable to the high fuel prices. • Taxable transactions for the top 25 tax contributors in Riverside County, which generated 23 percent of the taxable sales for the year ended Q3 2011, increased 5.1 percent compared to the year ended Q3 2010. For the top 100 tax contributors, which generated 37 percent of the taxable sales, the growth was 8 percent. • For the third consecutive period, all economic categories experienced increases in the Q3 2011 benchmark year comparison to Q3 2010. Transportation had the largest increase at 20 percent, which was primarily 'related to the service station segment increase. Business to business had the next highest increase at 6.1 percent. These two categories represent 41.2 percent of total sales taxes. The remaining four economic categories had increases ranging from 2.5 percent to 5.6 percent. % of Total / % Change', General Retail California'. RCM Statewide 30.2 / 5.6 29.9 / 4.1 29.5 / 4.6 ECONOMIC CATEGORY ANALYSIS Central alley 30.6 / 0.8 32.0 / 4.2 29.8 / 4.1 26.6 / 8.8 31.8 / 1.1 33.2 / 1.0 Food Products 16.4 / 3.4 19.1 / 4.4 19.8 / 5.9 17.5 / 3.3 16.7 / 3.9 19.4 / 4.0 13.7 / 3.9 17.7 / 1.3 29.5 / 2.9 Construction 10.1 / 3.9 8.3 / 4.2 8.1 / 4.8 10.1 / 3.0 10.5 / 7.0 7.8 / 3.8 7.7 / 4.2 12.5 / -0.4 8.7 / -4.3 Transportation 27.1 / 20.0 23.5 / 15.0 20.6 / 14.4 26.8 / 13.7 25.4 / 18.8 24.1 / 14.7 23.9 / 17.1 28.4 / 15.3 21.7 / 16.6 Business to Business 14.1 / 6.1 17.9 / 8.1 20.8 / 7.9 13.6 / 0.8 14.1 / 15.9 17.6 / 8.3 23.8 / 1.3 8.6 / 4.3 5.8 / -7.7 Miscellaneous 2.1 / 2.5 1.3 / 2.8 1.2 / -0.7 1.3 / 2.7 1.4 / 32.9 1.2 / 1.8 4.2 / 6.5 1.0 / -62.5 1.1 / -30.5 Total 100.0 / 8.6 100.0/7.2 100.0/7.4 100.0/4.7 100.0/9.8 100.0/7.2 100.0/7.6 100.0/3.2 100.0/3.0 General Retail: Apparel Stores, Department Stores, Furniture/Appliances, Drug Stores, Recreation Products, Florist/Nursery, and Misc. Retail Food Products: Restaurants, Food Markets, Liquor Stores, and Food Processing Equipment Construction: Building Materials Retail and Building Materials Wholesale Transportation: Auto Parts/Repair, Auto Sales - New, Auto Sales - Used, Service Stations, and Misc. Vehicle Sales Business to Business: Office Equip., Electronic Equip., Business Services, Energy Sales, Chemical Products, Heavy Industry, Light Industry, and Leasing Miscellaneous: Health & Government, Miscellaneous Other, and Closed Account Adjustments Agenda Item 9B • • 60 • • • • More than half of the top 10 segments (service stations, departmentstores, restaurants, auto sales -new, miscellaneous retail, and apparel stores) sales reached a new high point during Q3 2011. • Service stations, department stores, and restaurants continue to represent the three largest economic segments for Riverside County, or 35.5 percent of total sales taxes. Auto sales —new represents the fourth largest economic segment at 9 percent of total sales taxes. RCTC California Statewide ECONOMIC S,F, Bay Area SEGMENT ANALYSIS Sacramento Valley Central Valley South Coast Inland Empire North Coast Central Coast Largest Segment Service Stations Restaurants Restaurants Department Stores Department Stores Restaurants Service Stations Department Stores Restaurants % of Total / % Change 13.0/23.6 13.2/5.1 13.7/6.7 12.8/0.3 15.1/2.8 13.9/4.9 10.9/ 18.7 14.6/1.2 19.8/2.6 2nd Largest Segment Department Stores Department Stores Department Stores Service Stations Service Stations Service Stations Restaurants Service Stations MiscRetail %ofTotal/%Change 12.0/3.4 10.9/3.1 9.7/3.5 10.8/19.0 12.2/25.6 10.7/20.7 10.5/6.0 13.6/23.4 10.4/0.6 3rd Largest Segment Restaurants Service Stations Service Stations Restaurants Restaurants Department Stores Office Equipment Restaurants Service Stations %ofTotal /%Change 10.5/4.7 10.5/21.3 9.1/21.7 10.7/2.1 9.8/3.6 10.5/3.4 9.5/3.1 9.7/1.0 10.1/21.0 During the review of the Q3 2011 detailed report with MuniServices, information regarding sales tax comparisons by city and change by economic category from Q3 2010 to Q3 2011 was provided, and is attached. Newly incorporated cities such as Eastvale and Jurupa Valley will be listed when sufficient comparative information is available. Staff continues to monitor monthly sales tax receipts and other available economic data to determine the need for any adjustment to the revenue projections. Staff will utilize the forecast scenarios included with the complete report and recent trends in assessing such projections. Attachments: 1) Sales Tax Analysis Q3 2011 2) Sales Tax Comparison by City for Q3 2010 to Q3 2011 Agenda Item 9B 61 ATTACHMENT 1 Riverside County Transportation Commission Sales Tax Digest Summary Collections through December 2011 Sales through September 2011 (2011Q3) CALIFORNIA'S OVERVIEW The RCTC, sales tax receipts changed by 10.3% from October -December 2010 to October -December 2011. Statewide sales tax receipts during October -December 2011 grew by 9.2%. Northern California grew by 9.4% and Southern California grew by 9.0%. For now the economy looks to be moving in the right direction. The housing market is improving in comparison to previous years with declines in both the number of defaults and foreclosures. California exports, technological products, domestic capital spending and agriculture have accelerated the economic recovery in California. Many automotive dealers, including products made by the "Detroit 3", are experiencing moderate sales increases. Consumer spending jumped from last quarter and helped stimulate the economy for a moderate third quarter growth. CALIFORNIA'S FUTURE California's outlook for the future remains mostly positive but faces some headwinds. Consumer confidence and rising income has helped drive the increase in taxable sales and we expect to see continued growth for the balance of 2011 and 2012. Unemployment will remain stubbornly high; job creation will occur, but recovery will be slow. California home sales and median prices will improve slightly in 2012, construction sector, which has seen a 40% decline since 2007, will grow but will not be able to regain its former strength in the foreseeable future. Many economists expect California's economy to slowly improve but at a rate slower than other states. However, California does have a big future ahead of itself: a large and growing population. By 2012, 39.5 million residents will call California home. Growth will boost residential construction, retail sales and services. California still faces high unemployment rates and ongoing reductions in government sector jobs. LOCAL RESULTS Net Cash Receipts Analysis Local Collections Share of County Pool 0.0% Share of State Pool 0.0% SBE Net Collections Less: Amount Due County 0.0% Less: Cost of Administration Net 3Q2011 Receipts Net 302010 Receipts Actual Percentage Change $31,149,737 0 0 31,149, 737 .00 (329,200) 30,820,537 27,942,296 10.3% www.MuniServices. com (800) 800-8181 62 Page 1 Riverside Count l Busirles Activity PerfOr nce A a ysis. Local Collections Less: Payments for Prior Periods Preliminary 302011 Collections Projected 302011 Late Payments Projected 302011 Final Results Actual 3Q2010 Results Projected Percentage Change HISTORICAL CASH COLLECTIONS ANALYSIS BY QUARTER S35,000 530,001) S25,000 520,000 515,0 0 510.000 55,000 SO $31,149,737 (1,482,078) 29,667,659 726,555 (in thousands of 5) 2Q2009 3Q2009 4Q2009 IQ2010 202010 302010 402010 )Q2011 2Q2011 3021)11 —a.—SHOE Admin Fees Due 30,394,214 28,118,945 8.1% 5400 5350 5300 5250 S200 5150 5100 S50 SO TOP 25 SALES f SE TAX CONTRIBUTORS The following list identifies RCTC's Top 25 Sales/Use Tax contributors. The list is in alphabetical order and represents sales from October 2010 through September 2011. The Top 25 Sales/Use Tax contributors generate 23.0% of RCTC's total sales and use tax revenue. BEST BUY STORES RALPH'S GROCERY COMPANY CARMAX THE AUTO SUPERSTORE RITE AID DRUG STORES CHEVRON SERVICE STATIONS ROSS STORES CIRCLE K FOOD STORES SAM'S CLUB COSTCO WHOLESALE SEARS ROEBUCK & COMPANY DEPT OF MOTOR VEHICLES SHELL SERVICE STATIONS HOME DEPOT STATER BROS MARKETS 1 C PENNEY COMPANY TARGET STORES K MART STORES VERIZON WIRELESS KOHL'S DEPARTMENT STORES W . GRAINGER LOWE'S HOME IMPROVEMENT WAL MART STORES MACY'S DEPARTMENT STORE WALGREEN'S DRUG STORES MOBIL SERVICE STATIONS e 2 • • 63 • Rive Cou p Transpc. Com ss on HISTORICAL SALES TAX AMOUNT The following chart shows the sales tax level from sales through September 2011, the highs, and the lows for each segment over the last two years. 518,000 516,000 514,000 512,000 S10,000 58,000 5 6,0 00 54,000 S2,000 50 ANNUA 302011 20 2 0 1 1 102011 IQ 2010 302010 2 0 2 0 1 0 102010 41) 2009 3Q2009 2Q 2009 TAX Y BUSINESS CATE RY SO S20,000 (in thousands or S) tin thon.tan 4 s o f S) S80,000 5100,000 M.302011 41ligh ■Low DC encral He tail pfona Prod or la ron sportatien L oo strucoon EZ1Boxinena To B usin c ,l{ iscella n eons '(j() ;i t.. Y ] Page :3 64 Riversid CoCounty Trarrspor i0I Commis FIVE-YEAR ECONOMIC TREND'. Auto Sales New (in thousands of St 56.000 55,000 Sa,000 53,000 52,000 51,000 50 FINAL RESULTS: Apt €i-June 2011 Sales Local Net Cash Collections Less: Pool Amounts Less: Prior Quarter Payments Add: Late Payrnents Local Net Economic Collections after Adjustments Percent Change from April -June 2010 Sales iUMSERVECE5 ON -GOING AUDIT RESULTS This Quarter $166,684 Total to Date $1,394,813 $32,584,252 ($-329,200) ($1,997,172) $1,082,228 $31,998,507 UP BY 9.6%0 • 65 Southern California: Sales Tax Comnaricnr� Jul-Sen 2010 Sales to Jul Se^ 2011 Sales Jurisdictio n RIVERSIDE COUNTY General Retail Food Pr oducts Trans. Const . Business to Business Misc. Jul -Sep 2011 T otal Jul -Sep 2010 Total % Chg largest Gain 2nd Largest Gain Largest Decline 2nd largest Decline Banning Beaumont -4 .8% -1.7% 2.6% 0.0% 13 .0% 34 .6% -12 .2% -5.9 % 49.2% -5.8% -22.4 % -19 .5% 383,414 744,629 360,263 699,915 6.4% Ser vice Stations 6.4% Service Stations Auto Sales- N ew Miscellaneous Retail BIdg .Matls-whsle Bldg.Matls-Retail Miscellaneous Oth er D epartment Stores Blythe -3.5 % 1.4% 8 .5% 35.2% 102.9 % 1 .8% 360,614 316,261 14.0% Energy Sales Auto Sales - New Aut o Parts/Repair Florist/Nursery Calimesa -27.4% 2.9% 23.9 % 6.8% •35.5% 23.6% 144,918 136,159 6 .4% Ser vice Stati ons Liquor Stores Light I nd ustry Apparel Stores Canyon Lake -29.5% 44.3% -70.5% 0.9 % -60.7% -64.9 % 31,687 38,405 -17.5% Restaurants Liqu or Stores Aut o Parts/Repair . Departm ent St ores Cathedral City -9.9% 5.4% 5.1% 22.6% 2 .3% 9.4 % 1,380,718 1,334,338 3.5% Auto Sales • New Food Markets Miscellaneous Retail Furniture/Appliance Coachella 10.3 % -6 .8 % 18.2% 17.0% 26.8% 4.0% 670,743 598,454 12.1 % Service Stations Bldg.Matls-Retail Food Markets Auto Sales • Used Coron a 7.2 % 1 .5% 23.7% 11 .9% 11.4% -12.6% 7,022,130 6,281,232 11.8 % Service Stations BIdg.Matls-Whsle Office Equipment Food Markets Desert Hot Springs 2.9% 4.2% 128.6% 72.0% 29.1% 29.4% 271,173 189,181 43.3 % Service Statio ns Restaurants Departm ent Stores Food Markets Hemet -2. 4% 1.6% 14 .4% -5.8% 12.2 % -9.9% 1,918,621 1,817,290 5.6% Auto Sales - New Service Stations Apparel Stores Bldg .Matls-Whsl e Indian Wells 1. 2% -7.1 % -17.4% 7.4% 50.1 % 1100.0% 92,603 97,241 -4.8% Recreati on Products Light Industry Resta ura nts Food Markets Indio 9. 4% 2.3% 11.8% 12 .2% 10.8 % -18 .6% 1,449,739 1,326,643 9.3 % Auto Sales • New Service Stations Health & Gov ernm ent Recreation Products La Quinta -2. 5% 7.7% 27.3 % -0 .8% -1.2% -31.7% 1,293,724 1,245,909 3.8% Auto Sales - New Restaura nts Departme nt Stores Office Eq uipment Lake Elsinore 0.5% 1. 9% 14,3 % -2.3 % 10.8 % 105.6% 1,562,888 1,485,226 5.2% Service Statio ns Auto Sales - New Bldg.Matls-Whsle Miscellaneous Retail Menifee 13.4% 1.9% 32.7% 3.1 % 9.3 % 48 .6% 1,015,429 892,451 13 .8 % Service Stations Furniture/Applia nce E nergy Sales Food Markets Moreno Valley 2.2% 4.4% 15.2% -10.6% 31.5 % -7.7% 2,753,800 .2,581,905 6.7% Auto Sales - New Service Stations Bldg.Matls-Whsle Department Stores Murrieta 5.5% 6. 4% 20.8% -3.7% -3 .2% -13.5% 2,362,691 2,210,500 6.9% Ser vice Statio ns Auto Sales • New Furniture/Appliance Bldg.Matls-Whsle Norco Palm Desert 4.4% 7.3% 2.8% 6. 7% 19.2% 23.7% -0.9% 5.5% 5.5% 4.2% 24.6 % -35.7 % 999,301 2,597,769 903,150 2,399,177 10.6 % Auto Sales - New 8 .3 % Service Stations Ser vic e Statio ns Department Stores Leasing B usi ness Servic es BIdg .Matls-Retail Food Markets Palm Springs 1.0% 9.0% 9.8% 2.2% 10.9% -28.3% 1,760,655 1,668,426 5 .5 % Restaurants Electronic Equipment Health & Government Recreation Products Perris 5. 2% 0.6% 23.7% 1.4% -2.8% 5.9% 1,472,397 1,352,713 8 .8 % Service Stations Auto Sal es - N ew H ea vy I ndustry Chemical Prod ucts Rancho Mirage 25.4% 8. 0% -8.0% 3.8% -32.1% -4.2% 730,492 700,603 4.3 % Miscella ne ous Retail Restaurants Light Industry Auto Sales • New Riverside 1. 6% 2. 4% 16.2% 26. 3% 1.4% -7.0% 9,995,453 9,204,190 8.6 % Auto Sales - New Bldg .Matls-Whsle Florist/Nursery Heavy lndustry Riverside County -18.7% 0.3% 18.9% 5. 0% 3.3% -9 .5% 5,976,718 6,028,842 -0.9% Ser vice Stations BIdg.Matls-Whsle Department Stores Miscellaneous Retail San Jacinto 3.2% -1.6% 13.6% -14.3% -35.9% -38.7% 461,268 451,432 2.2 % Servic e Stations Florist/Nursery Light Industry Food Markets Temecula 4.5% -1. 0% 19.3% 5.0% -0.6% 9.2% 5,766,047 5,389,771 7.0% Auto Sales - New Service Statio ns Light Industry F ood Processing Eqp Wlldomar 4.4% 5.7% 25.4% 36.1% -14.0% 123.1% 300,297 259,465 15.7 % Ser vic e Stations Health & Government Miscellaneous Retail Electr onic Equipment MuniServices, LLC 66 • AGENDA ITEM 9C • • • RIVERSIDE COUNTY TRANSPORTA TION COMMISSION DATE: March 14, 2012 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Theresia Trevino, Chief Financial Officer THROUGH: Anne Mayer, Executive Director SUBJECT: Report on Expenditure of Proceeds from 2010 Bonds BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to receive and file the report on the expenditure of the proceeds from the 2010 Bonds. BACKGROUND INFORMATION: • • In November 2010, the Commission issued $37,630,000 in fixed rate tax-exempt bonds (Series A) and $112,370,000 in fixed rate taxable bonds (Series B) designated as build America bonds (BABs) under American Recovery and Reinvestment Act (collectively, the 2010 Bonds). The aggregate amount issued of $150 million for the 2010 Bonds was used to retire approximately $103,300,000 of outstanding commercial paper notes, provide funds for 2009 Measure A Western County capital projects, and pay costs of issuance. Approximately $44,229,000 of Series B bond proceeds was deposited to the 2010 Bonds Project Fund for future capital expenditures. A portion of the BABs were designated as recovery zone economic development bonds (RZEDBs). The Commission expects to receive, and has received to date, a semi annual cash subsidy from the United States Treasury equal to 35% of the interest payable on the BABs or 45% of the interest payable on the Series B bonds additionally designated as RZEDBs. As required under the debt management policy, a report is to be provided to the Commission regarding the expenditure of proceeds from the 2010 Bonds Project Fund since the closing of the debt issuance transaction. As of February 3, all proceeds in the 2010 Bonds Project Fund have been expended, and the attached report is a summary of the expenditures for the various 2009 Measure A capital projects. Attachment: Report on Expenditure of Proceeds from 2010 Bonds Agenda Item 9C 67 • • Riverside County Transportation Commission Expenditure of 2010 Bonds, Series B Proceeds --Project Fund December 1, 2010 -January 31, 2012 Description of Transaction Purpose (Subject to rounding differences) Amount Balance Deposit of 2010 Bonds, Series B Proceeds (12/1/2010) Interest earned (12/2010-3/2011) 22,057 Balance -March 31, 2011 Interest earned (4/2011-6/2011) 15,530 91 CIP (9003026, 003028): Nossaman LLP * Special legal counsel/strategic partnership advisory (287,700) Fieldman & Associates - * Financial advisory (6,174) Parsons Brinckerhoff * Strategic partnership advisory (59,135) Beacon Economics * Professional services (economic benefit study) (5,000) Geographics * Professional services (website) (540) IB Reprographics - * Printing (14) Parsons Brinckerhoff * Preliminary engineering (949,375). Gonzales * Right of way support services (relocation claim) (1,900) Parsons Transportation Group ' Project construction manager (3,978,995) Subtotal (5,288,834) 91/71 CIP (9003021): Parsons Transportation Group * Preliminary engineering (1,217,687) 1-15 CIP (9003027): Parsons Brinckerhoff * Strategic partnership advisory (1,570) HDR * Preliminary engineering (801,335) Subtotal (802,905) 215 CIP (9003022, 003023, 003031): Atkins North America (PBS&J) * Preliminary engineering (central segment) (153,138) TRC Solutions * Preliminary engineering (gap project) (69,156) URS - * Final design (central segment) (416,830) County of Riverside/TLMA ' Final design (data extraction re: central segment) (135) All American Asphalt & Community Bank * Contruction (south segment) (13,104) Southstar Engineering & Consulting * Contruction management (south segment) (235,277) URS * Construction support services (south segment) (45,327) Overland Pacific Cutler * Right of way support services (central segment) (41,512) Subtotal (974,479) Coachella Valley Projects (90081XX): CVAG/Avenue 42 (Indio) First American Title Preliminary engineering Land (mitigation) Subtotal (199,697) (49,620) (249,317) Balance -June 30, 2011 Interest earned (7/2011-9/2011) 4,353. 91 CIP (9003026, 003028): Nossaman LLP * Special legal counsel/strategic partnership advisory (466,457) Fieldman & Associates * Financial advisory (12,486) Parsons Brinckerhoff * Strategic partnership advisory (22,334) Geographics * Professional services (website) (840) Stantec * Professional services (investment grade study) (164,449) Parsons Brinckerhoff • Preliminary engineering (1,132,112) Lawyers Title * Right of way acquisition (1,500,224) Parsons Transportation Group * Project construction manager (3,326,991) Subtotal (6,625,894) 91/71 CIP (9003021): Parsons Transportation Group * Preliminary engineering (118,629) 1-15 CIP (9003027): Nossaman LLP * Special legal counsel/strategic partnership advisory (6,038) KPMG LLP * Strategic partnership advisory (3,500) HDR * Preliminary engineering (383,085) Subtotal (392,623) 215 CIP (9003022, 003023, 003031): Atkins North America (PBS&J) ' Preliminary engineering (central segment) (4,176) TRC Solutions * Preliminary engineering (gap project) (43,806) URS * Final design (central segment) (3,388,679) Pechanga Band of Luiseno Mission Indians * Final design (central segment) (4,265) All American Asphak & Community Bank * Construction (south segment) (1,020,432) Southstar Engineering & Consulting * Construction management (south segment) (475,592) URS * Construction support services (south segment) (32,391) Pechanga Band of Luiseno Mission Indians * Construction support services (south segment) (8,452) Mason & Mason Real Estate Appraisers & Consultants * Right of way support services (central segment) (65,094) RP Laurain & Associates * Right of way support services (central segment) (6,600) Overland Pacific Cutler * Right of way support services (central segment) (92,433) Subtotal (5,141,920) Coachella Valley Projects (U0081XX): CVAG/Avenue 42 (Indio) Balance -September 30, 2011 23,410,172 Preliminary engineering (48,419) $ 44,228,939 44,250,996 35,733,305 Riverside County Transportation Commission Expenditure of 2010 Bonds, Series B Proceeds --Project Fund December 1, 2010 -January 31, 2012 (Subject to rounding differences) Description of Transaction Purpose Amount Balance Interest earned (10/2011-12/2011) 91 CIP (#003026, 003028): Nossaman LLP * Special legal counsel/strategic partnership advisory Fieldman & Associates * Financial advisory Stantec * Professional services (investment grade study) Parsons Brinckerhoff * Preliminary engineering Brown & Cassel * Right of way support services (relocation claim) Martinez * Right of way support services (relocation claim) Kardar * Right of way support services (relocation claim) Parsons Transportation Group * Project construction manager Subtotal 2,904 (374,533) (56,716) (352,503) (676,011) (9,615) (1,175) (7,828) (2,211,694) (3,690,076) 91/71 CIP (#003021): Parsons Transportation Group * Preliminary engineering (30,653) 1-15 CIP (#003027): Nossaman LLP * Special legal counsel/strategic partnership advisory (2,013) KPMG LLP * Strategic partnership advisory (4,556) HDR * Preliminary engineering (64,668) Subtotal (71,237) 215 CIP (#003022, 003023, 003031): Atkins North America (PBS&J) * Preliminary engineering (central segment) (6,047) TRC Solutions * Preliminary engineering (gap project) (44,930) URS * Final design (central segment) (664,247) All American Asphalt & Community Bank * Contruction (south segment) (5,221,442) Southstar Engineering & Consulting * Contruction management (south segment) (592,826) URS * Construction support services (south segment) (11,688) Department of California Highway Patrol ' Construction support services (south segment) (7,918) Pechanga Band of Luiseno Mission Indians * Construction support services (south segment) (898) Sanabria * Right of way acquisition (central segment) (7,400) Mason & Mason Real Estate Appraisers & Consultants * Right of way support services (central segment) (47,727) RP Laurain & Associates * Right of way support services (central segment) (8,800) Overland Pacific Cutler * Right of way support services (central segment) (12,635) Subtotal (6,626,557) Coachella Valley Projects (#0081XX): CVAG/Cook St (Palm Desert) Preliminary engineering (119,105) First American Title Land (mitigation) --escrow refund 2,345 Fidelity National Title Land (mitigation) (947,158) Subtotal (1,063,918) Balance -December 31, 2011 Interest earned (1/2012-2/2012) - 953 91 CIP (#003026, 003028): Nossaman LLP * Special legal counsel/strategic partnership advisory (146,301) Parsons Brinckerhoff * Strategic partnership advisory (107,772) Villa * Right of way support services (relocation claim) (2,150) Lawyers Title * Right of way acquisition (8,186,464) Parsons Transportation Group * Project construction manager (1,353,513) Subtotal (9,796,201) 91/71 CIP (#003021): Thompson Cobb Bazilio & Associates * Audit services (preaward) (10,850) 1-15 CIP (#003027): Nossaman LLP * Special legal counsel/strategic partnership advisory (1,150) KPMG LLP * Strategic partnership advisory • (62,730) HDR * Preliminary engineering (139,125) Subtotal (203,005) 215 CIP (#003022,003023,003031): Atkins North America (PBS&J) * Preliminary engineering (central segment) URS * Final design (central segment) All American Asphalt & Community Bank ' Construction (south segment) Southstar Engineering & Consulting * Construction management (south segment) Tract No. 23311 Community Association * Right of way acquisition (central segment) Overland Pacific Cutler * Right of way support services (central segment) Subtotal (1,748) (524,216) (1,117,233) (174,448) (14,750) (12,193) (1,844,588) 11,930,635 Coachella Valley Projects (#0081XX): Fidelity National Title Land (mitigation) (76,945) Balance -February 3, 2012 - $ (0) 69 • AGENDA ITEM 9D • • • RIVERSIDE COUNTY TRANSPORTA TION COMMISSION DATE: March 14, 2012 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Theresia Trevino, Chief Financial Officer THROUGH: Anne Mayer, Executive Director SUBJECT: Revision of Debt Management Policies BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Approve the revisions to the Commission's Debt Management Policy; and 2) Adopt Resolution No. 12-010, "A Resolution of the Riverside County Transportation Commission Regarding the Revised Debt Management Policy" BACKGROUND INFORMATION: The Internal Revenue Service continues its compliance efforts to evaluate post - issuance and record retention policies, procedures, and practices of governmental issuers of tax-exempt bonds. Accordingly, as a proactive measure and in consultation with bond counsel and the financial advisor, staff periodically reviews its current debt management policy to ensure that it is appropriate and in compliance with applicable laws and regulations. The attachment to this staff report is the marked -up version of the debt management policy with the proposed changes. The most significant changes to the debt management policy are as follows: • Reference to the 2009 Measure A program debt limitation increase to $975 million, as amended by Measure K in November 2010; • Addition of goal to not take any action regarding use of debt proceeds that would affect tax-exempt status of debt; • Updated ratings; • Updated information regarding outstanding debt anticipated as of March 31, 2012 and authorized but unissued debt; • Update to types of bond counsel services to include post -issuance requirements; • Addition of a section on investment and use of debt proceeds; Agenda Item 9D 70 • Update to section regarding recordkeeping and tax return filing requirements; and • Clarification regarding rating agencies relations program. Staff believes that the revised debt management policy is in compliance with applicable laws and regulations and recommends that the Commission approve such policy. Attachments: 1) Resolution No. 12-010 2) Proposed Debt Management Policy Agenda Item 9D • 71 ATTACHMENT 1 • • • RESOLUTION NO. 12-010 RESOLUTION OF THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION REGARDING THE REVISED DEBT MANAGEMENT POLICY WHEREAS, the Riverside County Transportation Commission (the "Commission") currently retains the authority to add, delete or otherwise modify the Commission's policies and procedures. NOW, THEREFORE, the Riverside County Transportation Commission does hereby resolve as follows: Section 1. The Riverside County Transportation Commission hereby adopts the Debt Management Policy, as revised on March 14, 2012. APPROVED AND ADOPTED this 14`'' day of March, 2012. John J. Benoit, Chair Riverside County Transportation Commission ATTEST: Jennifer Harmon Clerk of the Board 72 ATTACHMENT 2 • • Riverside County Transportation Commission DEBT MANAGEMENT POLICY The Riverside County Transportation Commission (RCTC) is responsible for providing leadership and creating transportation choices that enhance the quality of life in Riverside County. RCTC's mission is to create, coordinate, finance, and deliver an easy to use transportation network that keeps Riverside County moving and meets the public's needs. In an effort to fulfill this vision, RCTC issues short and long-term debt on an as -needed basis. RCTC's Chief Financial Officer (CFO) is responsible for the sale of debt for the specific projects. RCTC's main objectives in the sale of debt are to: • Issue bonds subject to a bond debt limitation of $500975,000,000 under the 2009 Measure A program, as amended by Measure K in November 2010, • Maintain a 2x debt service coverage, • Obtain the lowest possible cost of funds for each of RCTC's borrowing programs, • Obtain the highest possible credit ratings that allow sufficient flexibility, • Minimize risk exposure to variable rate debt and/or derivatives, and • Maintain the required secondary market disclosure with the rating agencies, institutional and retail investors. This Comprehensive Debt Management Policy contains the policies and the procedures that govern all debt sales. All participants performing services on RCTC's debt sales: • Must comply with the policies and procedures set forth herein, and • Will be expected to consistently perform at a level that provides maximum benefit to RCTC. The CFO, after consultation with and approval by RCTC's Board of Commissioners (Board), reserves the right to remove any participant from an RCTC transaction or underwriting pool at any time for substandard performance or failure to abide by RCTC's Comprehensive Debt Management Policy. The CFO actively manages all phases of each financing. All decisions related to each transaction are subject to the CFO's approval. Questions regarding the policies and procedures outlined in this Comprehensive Debt Management Policy should be directed to: Theresia Trevino, CFO Riverside County Transportation Commission 4080 Lemon Street, 3'd Floor Riverside, California 92501 Mailing Address: PO Box 12008, Riverside, CA 92502-2208 (951) 787 -7141 —E-mail address: ttrevinora)rctc.org F:/USERS/FINANCE/FISCAL PROCEDURES/DEBT POLICIES.DOC - Revised 10/13/10March 14, 2012 73 A. GOALS AND CREDIT OBJECTIVES RCTC's goals and credit objectives are to: • Serve the people of Riverside County in the fulfillment of RCTC's policy and transportation objectives, • Comply with all State and Federal laws and regulations governing the issuance of debt, • Promptly repay when due the principal and interest on all debt issued and outstanding, • Implement debt programs with the highest possible credit ratings which provide the necessary flexibility in order to achieve the lowest possible borrowing costs on RCTC's debt obligations, Ensure that RCTC's debt proceeds are invested in safe, liquid and secure investments that earn competitive market rates of return in accordance with RCTC's Annual Investment Policy and indenture, • Ensure that RCTC does not take any action regarding the use of the debt proceeds that would cause the interest on any tax-exempt debt to be included in gross income for purposes of federal income taxation, • Establish policies and procedures for participation in RCTC's debt financing, • Hold debt financing participants accountable to such policies and procedures, • Reward adherence to RCTC's policies and procedures and good performance by the debt financing participants with continued participation in RCTC's debt financing program, • Explore and implement innovative structuring ideas when they are prudent and consistent with the statements listed above, and thus • Protect the funds that Riverside County taxpayers have entrusted to RCTC. B. CREDIT RATING OBJECTIVES RCTC seeks to obtain and maintain the highest possible debt ratings while at same time providing the appropriate and necessary flexibility in its bond financing documents. 1 Sales Tax Revenue Bonds, including Commercial Paper Program RCTC currently maintains an "AA1Aa1" rating from Moody's Investors Service, an "AA+" rating from Standard and Poor's Ratings Group and a "AA -4," from Fitch Ratings. RCTC will support the Measure A program, in part, by the issuance of debt backed by revenues derived from the Measure A sales tax. Any debt related to the 1989 Measure A was retired as of 1 June 30, 2009. As of December March 31, x-01-02012, RCTC will have the following debt issues or commercial paper programs outstanding under the 2009 Measure A: 1. $185,000,000 Sales Tax Revenue Bonds, Series 2009 A, B and C, with a total outstanding balance of $174,700,000, 2. $120,000,000 Commercial Paper Notes Program, 2005 Series A and Series B, with a total outstanding balance of $40,000,000, and 3. $150,000,000 Sales Tax Revenue Bonds, Series 2010 A (tax-exempt) and B (taxable), with a total outstanding balance of $150,000,000. Toll Revenue Bonds Additionally, in July 2010, RCTC authorized the issuance of up to $900,000,000 in toll revenue bonds related to the SR -91 Corridor Improvement Project; however, no such bonds have been issued to date. 1 F:/USERS/FINANCE/FISCAL PROCEDURES/DEBT POLICIES.DOC — Revised 10/13/10March 14, 2012 • • 74 • • • C. SELECTING THE APPROPRIATE METHOD OF DEBT SALE It is in the interest of RCTC to sell its public debt using the method of sale that is expected to achieve the best sale results, taking into account both short-range and long-range implications for Riverside County taxpayers. The CFO will advise the Board of the most appropriate method of sale in light of the prevailing financial, market and transaction -specific conditions. D. APPOINTMENT OF A FINANCIAL ADVISOR The CFO, with the approval of the Board, may select a financial advisor to assist in the issuance and administration of RCTC's debt. The services of the financial advisor may include, but are not limited to: • Monitoring all fixed income markets, • Evaluating proposals submitted to the CFO, • Analyzing the costs and risks of debt issues, • Reviewing the structuring and pricing of debt issues, • Developing and maintaining the time and responsibility schedule, • Advising on terms and conditions of credit facilities dealing with the issuance of variable rate debt, • Assisting in the preparation of official statements, and • Preparing and reviewing presentation materials for rating agencies, investors and insurers. The services of a financial advisor will be obtained through a competitive evaluation of proposals. The criteria to be used in evaluating and selecting a financial advisor include: • Experience in providing formal financial advisory services, • Experience with diverse and complex financial structuring requirements, Experience and reputation of assigned personnel, and Fees and expenses. RCTC's financial advisor will provide RCTC with objective advice and analysis, maintain, the confidentiality of RCTC's financial plans and be free from any conflict of interest as defined by the: • CFO and all California statutes and regulations governing financial advisors. RCTC's financial advisor may not participate in any of RCTC's syndicates in the sale of debt. E. APPOINTMENT OF LEGAL COUNSEL The CFO, with the approval of the Board, must select legal counsel, including bond counsel and disclosure counsel, and engage RCTC's general counsel, to assist in the issuance of RCTC's debt. All debt issued by RCTC must include a written opinion of bond counsel affirming that RCTC is authorized to issue the proposed debt, that RCTC has met all the constitutional and statutory requirements necessary for the issuance of the proposed debt and a determination of the proposed debt's income tax status. This approving legal opinion and other documents relating to the issuance of the proposed debt must be prepared by a nationally recognized private legal counsel with extensive experience in municipal finance and tax matters. The services of the bond counsel may include, but are not limited to: 1 F:/USERS/FINANCE/FISCAL PROCEDURES/DEBT POLICIES.DOC - Revised -1-0/1-3/-18March 14, 2012 75 • Rendering a legal opinion with respect to the authorization and valid issuance of debt obligations of RCTC including whether the interest paid on the debt is tax exempt under federal and State of California laws; • Preparing all necessary legal documents in connection with the authorization, sale, issuance and delivery of bonds and other obligations; • Assisting in the preparation of the preliminary and final official statements and commercial paper memoranda; • Participating in discussions with potential investors, insurers and credit rating agencies, if requested, and • Providing continuing advice, as requested, on the proper use and administration of bond debt proceeds under applicable laws and the indenture, particularly arbitrage tracking and rebate requirements, and post -issuance requirements, particularly future contracts with respect to the use of debt -financed assets. The services of the disclosure counsel may include, but are not limited to: • Preparing the preliminary and final official statements and commercial paper memoranda. RCTC will engage its outside general counsel in the review of all documentation, including the preliminary and final official statements and commercial paper memoranda. Outside general counsel will provide an opinion that RCTC has duly authorized the documents for the issuance of the proposed debt. F. APPOINTMENT OF UNDERWRITERS The CFO, with the approval of the Board, may select a pool of qualified underwriters. The appointment will be based upon a competitive evaluation of objective criteria. The best -qualified firm will be appointed as the book -running senior manager for long-term debt. The best -qualified firm will be appointed as the dealer for commercial paper. Criteria to be used in the appointment of qualified underwriters will include: • Demonstrated ability to manage complex financial transactions, • Demonstrated ability to structure debt issues efficiently and effectively, • Demonstrated ability to sell debt to institutional and retail investors, • Demonstrated willingness to put capital at risk, • Quality and applicability of financing ideas, • Experience and reputation of assigned personnel, and • Fees and expenses. The CFO will monitor the performance of the members of the underwriting pool and recommend changes as appropriate. The underwriters selected to participate in RCTC's underwriting pool must follow certain rules for participation: Minimum Underwriter Qualifications 1. The firm must maintain minimum net capital of at least $500,000. 2. The firm must hold and maintain all licenses and registrations required by applicable federal and state laws for businesses offering underwriting or investment banking services. All licenses and registrations must be current and in good standing with each of the following: 1 F:/USERS/FINANCE/FISCAL PROCEDURES/DEBT POLICIES.DOC - Revised a-01a-3/1-OMarch 14, 2012 • • 76 • • the U.S. Securities and Exchange Commission (SEC), • the National Association of Securities Dealers (NASD), and • the California Department of Corporations (CDC). G. PROFESSIONAL CONDUCT All of RCTC's debt financing participants shall maintain the highest standards of professional conduct at all times: 1. Municipal Securities Rulemaking Board (MSRB) Rules, including Rule G-37, shall be followed at all times. 2. RCTC expects debt financing participants to assist RCTC's staff in achieving its goals and objectives as defined in this Comprehensive Debt Management Policy. 3. All debt financing participants shall make cooperation with RCTC's staff their highest priority. H. NEW ISSUANCE AND BOND PROCEEDS MINIMUM BALANCE RCTC has developed a Strategic Plan (Plan) which sets forth the transportation programs and services to be provided to the residents of the County. The Plan also contains cash flow analysis for the capital program with corresponding analysis projecting the available sources and uses of funds verifying RCTC's financial ability and commitment to deliver current and planned programs and services. The RCTC Plan is based on a set of assumptions developed through detailed data collection and analysis of historical data concerning revenues, economic forecasts and trend projections. The main sources of revenues include sales tax revenues, contributions from other agencies and federal capital assistance grants. The largest sales tax revenue source is the Measure A 1/2 cent transactions and use tax. The revenue generated from Measure A is expended on the projects contained in the Measure A Ordinance. RCTC also intends to earn revenues through the imposition of tolls for the use of selected transportation corridors. Tolls will be imposed and toll revenues expended as allowed under the governing statutes and ordinances. RCTC's Measure A and toll programs are capital intensive. RCTC will issue its debt as needed in order to fund the Measure A and toll programs. RCTC must be able at all times to pay contractors and vendors for work in progress. Therefore, the CFO will work with the applicable RCTC directors to forecast the program construction draw down requirements. Based upon program construction draw down requirements and the conclusions resulting from the Plan, the CFO shall attempt to keep a reasonable amount of bond debt proceeds (approximately 4 months of program construction draw down requirements) available for construction draw down purposes. The CFO with the approval of the Board may increase the size of the Measure A tax-exempt commercial paper program to maintain liquidity in the program construction draw down account. 1 F:/USERS/FINANCE/FISCAL PROCEDURES/DEBT POLICIES.DOC - Revised 10/13/10March 14, 2012 77 I. MANAGING THE COMPETITIVE SALES PROCESS The CFO is responsible for implementing and managing RCTC's competitive bid debt sale process. If the CFO selects a competitive bid process for a sale of debt, the CFO will instruct RCTC's financial advisor to deliver a preliminary official statement and notice of sale to prospective underwriters and buyers that clearly states the location, time and requirements of the bid. After a successful competitive bid, the CFO will instruct RCTC's financial advisor to work closely with the winning underwriter(s) in order to prepare and deliver the final official statement at closing. J. MANAGING THE NEGOTIATED SALES PROCESS The CFO is responsible for implementing and managing RCTC's negotiated debt sale process. Introduction A. RCTC expects its underwriters to participate in a valuable and significant way with respect to the structuring and pricing of each debt issue, sales performance and various other aspects of the financing. B. Underwriters are expected to make themselves available to participate, when requested, in information and other meetings prior to the issuance of debt. C. Underwriters are expected to cooperate fully with the book -running senior manager in a way that provides the maximum benefit to RCTC. D. The book -running senior manager is responsible for communicating RCTC's finance plan and timing to the other managing underwriters in the syndicate. Syndicate Management Process A. Liability 1. Prior to the day of pricing, the book -running senior manager must provide to the CFO a recommended liability assignment for each underwriter in the underwriting syndicate. The CFO will review the recommended assignments and make any necessary adjustments. Upon approval by the CFO, the liability assignments of each underwriter must be incorporated into the Agreement Among Underwriters (AAU) by the book - running senior manager. 2. As a general rule, the liability assignments must not exceed the underwriting ability of the underwriters in the syndicate to whom they are assigned. B. AAU The AAU must include the liability assignments of each managing underwriter, the priority of orders for the purpose of allocation and the takedown designation policy. The book -running senior manager must provide a copy of the AAU to each managing underwriter in the syndicate. Each underwriter in the syndicate must review the terms and conditions set forth in the AAU and return a signed copy of the AAU to the book -running senior manager the day of the pricing. C. Underwriting Gross Spread Components; Fees and Expenses • The management fee, if any, will be distributed to the managing underwriters based upon their relative contribution to the development and implementation of the financing plan. 1 F:/USERS/FINANCE/FISCAL PROCEDURES/DEBT POLICIES.DOC — Revised 10/13/10March 14, 2012 • 78 • • • Proposed takedowns (i.e. sales commissions) for all maturities must be included as part of the proposed pricing terms delivered by the book -running senior manager to RCTC prior to the final pre -pricing discussions. All takedowns are subject to review and approval by the CFO. • The expense component of the underwriting gross spread must be submitted by the book - running senior manager to RCTC's CFO for approval prior to the day of pricing. The CFO reserves the right to review and approve all fees and expenses and to request their substantiation. An estimate of the expense component of the underwriting gross spread must be submitted by the book -running senior manager to the CFO no later than one week prior to the pricing. RCTC expects the book -running senior manager to keep expense items and costs of issuance to an absolute minimum. • In general, RCTC will not reimburse the book -running senior manager for clearance fees except for the Depository Trust Company ("DTC") charge on issues that are registered in book -entry form only. RCTC will not reimburse the book -running senior manager for MSRB, Securities Industry and Financial Markets Association and California Public Securities Association expenses. • There will be no consideration of an underwriting risk component of the gross underwriting spread until after the order period closes. At that time, the CFO and the book -running senior manager will review the book of orders and discuss the need, if any, for including an underwriting risk component in the gross underwriter's spread for unsold bonds. There will be no negotiation of the underwriting risk component of the gross underwriter's spread after the CFO has given the verbal award to the book -running senior manager. D. Marketing Plan Once the issue of debt has received its ratings and the credit enhancement, if any, has been determined, the book -running senior manager will provide to the CFO and the financial advisor its plan for marketing the issue. The plan will specify the sectors and specific customer types to which each maturity, group of maturities or type of bonds will be directed. In addition, the marketing plan will specify the efforts of the syndicate in advertising the issue and distributing notice of the issue to the market as a whole and the expected customers. E. Selling Groups The book -running senior manager will discuss with the CFO the advantages and/or disadvantages of using a selling group for the financing. If the CFO decides to use a selling group, the book -running senior manager will provide a list of recommended firms for RCTC's approval at least one week prior to the day of pricing. F. Retention and Takedown Designation Policies • The book -running senior manager will discuss the use of retention with the CFO at least one week prior to the day of pricing. During this discussion, the book -running senior manager will provide to the CFO the proposed retention amounts by maturity for each underwriter in the syndicate. • If the use of retention is advised by the book -running senior manager and agreed upon by the CFO, the book -running senior manager will make retention amounts and maturities available to the underwriters as soon as possible prior to the day of pricing. • Any change in the retention to the managing underwriters must be approved by the CFO prior to its release. • At least one week prior to the day of pricing, the book -running senior manager must provide the CFO a proposed priority of orders for the purpose of allocation and a proposed policy for the designation of takedown on net designated orders. The policy must include a maximum F:/USERS/FINANCE/FISCAL PROCEDURES/DEBT POLICIES.DOC - Revised 10/13/10March 14, 2012 percentage of takedown to be designated to any one firm, as well as a minimum number of firms to be designated on any one net designated order. It is anticipated that each underwriter in the syndicate will be allowed to place net designated orders on all RCTC debt sales. Upon approval by the CFO, the priority of orders and the designation policy must be communicated to the underwriters and included in the preliminary pricing wire. Any changes to the designation policy must be approved by the CFO and communicated to all underwriters in the syndicate and selling group members, if any, RCTC and the financial advisor. G. Pricing Procedures • At least one hour prior to the pre -pricing meeting or conference call (one business day prior to the day of the pricing) the book -running senior manager must deliver to the CFO and the financial advisor the proposed pricing terms. This is to allow for the thorough evaluation of the proposed pricing terms by the CFO. The list of the proposed pricing terms must include principal amounts, coupons, yields, optional redemption prices, and takedowns per maturity. • One day prior to the day of the pricing, the book -running senior manager must initiate a pre - pricing meeting or conference call with the CFO and the financial advisor to discuss the proposed pricing terms, order period, underwriting gross spread components, market conditions and other necessary pricing information. • A draft copy of the preliminary pricing wire must be provided to the CFO upon the completion of the pre -pricing meeting or conference call. Prior to its release, the preliminary pricing wire is subject to the approval of the CFO. The preliminary pricing wire must include, among other things, all pricing terms agreed upon by the CFO and the book -running senior manager during the pre -pricing meeting or conference call. • On the morning of the day of the pricing (and prior to the start of the order period), if the book -running senior manager believes that a change in any of the pricing terms approved at the pre -pricing meeting or on the pre -pricing conference call is required, the book -running senior manager must contact the CFO and the financial advisor to review proposed changes and any suggested changes in light of the current market conditions. Any change in the initial pricing terms must be approved by the CFO and promptly communicated to the underwriters and syndicate and selling group members, if any. • The book -running senior manager must track the receipts of orders broken down by maturity, amount, type and firm. Status reports of the pricing, including total orders received for each maturity, amount, type and firm, may be requested by the CFO and the financial advisor at any time during the order period. The Dalnet "Orders and Allotments by Maturity" report is an acceptable report for these purposes. • The book -running senior manager must receive approval from the CFO before terminating any order period on any maturity before the previously determined close of the order period. • At the close of the order period, the book -running senior manager must provide in writing and in a format acceptable to the CFO and the financial advisor, a listing of the total orders received for each maturity, amount, type and firm, through the end of the order period. At this time the book -running senior manager must also make a concerted effort to provide the CFO and the financial advisor with the true interest cost of the issue. The book -running senior manager must initiate a meeting or conference call with the CFO and the financial advisor to review the book of orders and negotiate any change in pricing terms, prior to the verbal award of the issue to the book -running senior manager as the representative of the underwriters in the syndicate and selling group members, if any. • The CFO may agree to a verbal award of the bonds and sign a bond purchase contract with the book -running senior manager as representative for the underwriters in the syndicate after consultation with and approval from the Board. • A complete set of final quantitative analyses must be provided to the CFO before the CFO signs the bond purchase contract. The quantitative analyses must include, but not 1 F:/USERS/FINANCE/FISCAL PROCEDURES/DEBT POLICIES.DOC — Revised 10/13/1OMarch 14, 2012 80 • necessarily be limited to, a table of sources and uses of funds, a summary of assumptions and results (including significant dates, underwriting gross spread breakdown, ratings, true interest cost, etc.) and any additional tables that include coupons, yields, prices, takedowns, principal amounts and related debt service by maturity. • The book -running senior manager and underwriter's counsel is jointly responsible for coordinating the execution of the bond purchase contract. • The CFO reserves the right to postpone the pricing if the above pricing procedures are not strictly followed. H. Allocation of Bonds The book -running senior manager will be responsible for ensuring that the overall allocation of bonds meets RCTC goals of: (a) obtaining the best price for the issue and (b) providing each underwriting firm involved with bond allocations that are commensurate with the work performed (i.e., the type and amount of orders submitted). The CFO reserves the right to monitor the order taking process and to review and approve bond allocations prior to their release. 1. Post -Sale Support • In accordance with MSRB rules, sales credits designated by an institutional investor must be distributed within 30 days after the delivery of the bonds. • In accordance with MSRB rules, final settlement of the underwriting account and the distribution of any profit to members must be made within 60 days of delivery of the bonds. • The underwriting syndicate agrees to comply with any syndicate rules prohibiting the selling of bonds below the public offering price (less the full takedown) prior to the release of syndicate restrictions. In addition, each managing underwriter in the syndicate agrees to inform the CFO of any non-compliance with such syndicate rules. For seven business days following the release of syndicate restrictions, the managing underwriters in the syndicate agree to inform the CFO of any firm significantly lowering the price of the bonds in the secondary market below market levels. • The book -running senior manager must be prepared to provide the CFO on an ongoing basis for at least seven business days following the release of the syndicate restrictions secondary market price levels, unsold balances, and the level of trading activity of the bonds. • RCTC expects the managing underwriters in the syndicate to provide liquidity in the secondary market for its bonds on an ongoing basis. J. Post -Sale Evaluation RCTC has a policy of acknowledging good performance and building accountability into its relationships with its managing underwriters. RCTC will conduct post -sale evaluations of the underwriting account to ensure that its policies are adhered to and that sales performance is documented. • The book -running senior manager must provide the CFO and the financial advisor with a final pricing book. The final pricing book must include, but not necessarily be limited to, the following information: the time and responsibility schedule; the working group distribution list; a discussion of the market conditions leading up to and during the final pricing; the preliminary and final pricing wires; media coverage; rating agency credit reports; a full set of quantitative analyses; a table identifying takedown and designation dollars by firm; and a table identifying designations on net designated orders. The book -running senior manager's final pricing book must be provided to the CFO and the financial advisor within 60 days of the closing. 1 F:/USERS/FINANCE/FISCAL PROCEDURES/DEBT POLICIES.DOC — Revised 10/13/10March 14, 2012 81 The financial advisor must also provide the CFO with its own final pricing report. The final pricing report must include, but not necessarily be limited to, the following information: a discussion of the market conditions leading up to and during the final pricing; a discussion on the sales process; a pricing comparison of similar credits in California and the national markets and the preliminary and final pricing wires. The financial advisor's final pricing report must be provided to the CFO within 30 days of the pricing. In addition to the book -running senior manager, each underwriter is encouraged to provide the CFO and the financial advisor with a confidential written analysis of the sale of the bonds. K. MANAGING THE SALE OF COMMERCIAL PAPER The CFO is responsible for implementing and managing RCTC's sale of commercial paper. The CFO shall work closely with RCTC's commercial paper dealers to develop a marketing strategy for the initial sale and subsequent frequent rollover of commercial paper amounts and maturities. The marketing strategy for the initial sale and subsequent frequent roll-over of commercial paper amounts and maturities shall take into account the short-term yield curve as well as RCTC's philosophy to have a significant number of diverse commercial paper investors. The CFO may require RCTC's commercial paper dealers to provide quarterly and annual reports detailing the commercial paper average cost, average maturity and a list of commercial paper investors. Subject to the approval of its liquidity and/or letter -of -credit provider, RCTC reserves the right to change the number of commercial paper dealers for the commercial paper program. L. REFUNDING OPPORTUNITIES An advance refunding involves refunding bonds in advance of the bond's first optional redemption date. An advance refunding is an important debt management tool for RCTC. Advance refundings are commonly used to achieve interest cost savings, remove or change burdensome bond covenants or to restructure future debt service payments. Advance refundings are limited by federal tax law and must be used judiciously. RCTC generally will only pursue an advance refunding if the threshold present value savings level (net of all issuance costs and any cash contribution to the refunding) is at least three percent of the par value of the refunded bonds. However, in certain circumstances, the CFO after consultation with and approval by the Board, may agree that lower savings levels may be justified. RCTC's debt management practices anticipate the potential for advance refundings. When RCTC issues debt careful attention is given to pricing considerations that will affect future advance refunding flexibility such as: • Optional redemption provisions and • Coupon characteristics. In addition, it is important to create a refunding defeasance escrow that will produce the greatest savings level. A defeasance escrow is efficient if the yield on the defeasance escrow is as close as possible (i.e., generally ►ess than 100t' of a basis point) to the arbitrage yield on the refunding bonds. The CFO will select the appropriate defeasance securities. M. FIXED RATE VERSUS VARIABLE RATE DEBT 1 F:/USERS/FINANCE/FISCAL PROCEDURES/DEBT POLICIES.DOC — Revised a-0/1-3--48March 14, 2012 • • 82 • • The CFO and the Board recognize that variable rate securities are a useful debt management tool that traditionally have had lower interest rate costs than fixed rate debt. RCTC's current goal is to maintain a debt program which consists of approximately 20% to 25% of variable rate debt (which includes commercial paper but does not include variable rate debt subject to an interest rate swap to a fixed rate) with the remaining 75% to 80% kept as fixed rate debt. RCTC's book -running senior manager, commercial paper dealer and financial advisor shall advise the CFO if the rating agencies and/or institutional investors feel that 20% to 25% of RCTC's debt in the variable rate mode is too large a percentage. N. DERIVATIVES RCTC will continue to explore the use of derivative products as appropriate and in accordance with the Investment Policy and the Swap Policy, provided that the derivative products: • Hedge variable rate debt exposure, • Lower interest rate costs, or • Minimize risks to RCTC. Although RCTC may enter into swap agreements, including fixed to variable rate swap agreements, derivative products for debt shall not be used for the purpose of interest rate speculation. The CFO has the sole responsibility for determining which prospective debt products for new issue debt are derivatives. Derivative products debt instruments may be incorporated into RCTC's debt program only after the CFO has informed the Executive Director and the Commissioners of the purpose and the risks associated with the derivative product debt instruments including but not limited to: • Interest rate risk, • Counterparty credit risks, • Termination risks, and • Tax implications. If appropriate, the CFO, after consultation and approval by the Board, may determine a minimum level of savings required before implementing a derivative product debt instrument. If the Commission authorizes the use of derivative products, the CFO will provide the Commissioners within twenty-four hours with a memo detailing any activity related to the use of derivative products. O. PRIMARY AND SECONDARY MARKET DISCLOSURE A trustee has been appointed for the benefit of the Measure A Sales Tax Revenue Bonds. The trustee shall perform all functions and duties required under the terms and conditions set forth in the 1 respective indentures. The CFO will recommend changes as appropriate. In addition to the responsibilities required by the respective indentures, RCTC has a commitment to continuing to disclose material information after the sale of its debt. The CFO is responsible for implementing and managing RCTC's legal and professional commitment to continuing to disclose material information after the sale of its debt. In adherence to Securities and Exchange Commission Rule 15c2 -12(b)(5), the Commission's Continuing Disclosure Agreement with its trustee or disclosure dissemination agent, as applicable, agrees to provide its Annual Report and notice of material events to the MSRB (effective July 1, 2009)- and 1 F:/USERS/FINANCE/FISCAL PROCEDURES/DEBT POLICIES.DOC — Revised 10/13/10March 14, 2012 83 state repository, as applicable, for dissemination to interested parties. "Material events" are defined as: 1. Principal and interest payment delinquencies; 2. Non-payment related defaults; 3. Unscheduled draws on the debt service reserve funds reflecting financial difficulties; 4. Unscheduled draws on credit enhancements reflecting financial difficulties; 5. Substitution of credit or liquidity providers, or their failure to perform; and 6. Adverse tax opinions or events adversely affecting the tax-exempt status of any bonds or COPS; 7. Modifications to rights of Bondholders; 8. Optional, contingent or unscheduled bonds calls; 9. Defeasances; 10. Release, substitution or sale of property securing the payment of any bond or COPs. 11. Rating changes. P. INVESTMENT AND USE OF DEBT PROCEEDS Unless otherwise provided by RCTC resolutions, unexpended debt proceeds shall be held by RCTC and the investment of debt proceeds shall be managed by the CFO or its designee. The CFO or designee shall maintain records and prepare quarterly statements to the Board regarding the investments and transactions involving debt proceeds. In order to ensure compliance with debt covenants and restrictions set forth in applicable RCTC resolutions and tax certificates, the CFO and other appropriate Commission personnel shall perform the following responsibilities: • Monitor the use of debt proceeds, the use of debt -financed assets throughout the term of debt (and in some cases beyond the term of the debt), • Maintain records identifying the assets or portion of assets that are financed or refinanced with proceeds of each issue of debt, Consult with bond counsel and other professional expert advisors in the review of any contracts or arrangements involving use of debt -financed facilities, including any sale of financed -assets or changes from a qualifying governmental use of such assets to non - qualifying uses, • Maintain records for any contracts or arrangements involving the use of debt -financed facilities as might be necessary or appropriate, and • Meet at least annually with personnel responsible for debt -financed assets to identify and discuss any existing or planned use of debt -financed assets. The CFO will retain the above documents as described below in Paragraph R. PQ. COMPLIANCE WITH ARBITRAGE REBATE AND YIELD CALCULATIONS RCTC will engage the services of an expert advisor to assist in the calculation of arbitrage rebate from investment of bond debt proceeds. Trustee statements and other requested documents and information will be provided to the rebate service provider upon request on a prompt basis. The CFO will monitor the arbitrage rebate services to assure compliance with required rebate payments, if any, no later than each 5 year period over the term of the tax exempt debtbends. In addition, during the construction period of the capital project, the CFO will monitor the investment and expenditure of debt bond proceeds and will consult the arbitrage rebate service provider to determine compliance with exceptions from the arbitrage rebate requirement upon the 1 F:/USERS/FINANCE/FISCAL PROCEDURES/DEBT POLICIES.DOC — Revised 10/13/10March 14, 2012 • • 84 expenditure of proceeds during each 6 month spending period up to 6 months, 18 months or 24 months as applicable, following the issuance of the debtbondc. The CFO will retain copies of the arbitrage reports and trustee statements as described below in Paragraph R. QR. RECORD -KEEPING AND TAX RETURN FILING REQUIREMENTS The CFO, or its designee, will maintain the following documents for the term of the debt (including refunding bonds, if any) plus three years: • a-sCopy of the bond debt closing transcript and other relevant documentation for the term ef---the-beeds-i-ine-leding-Fe4en4i-e-g-beeisis,if-aey4-ples--4h;ee--year-sin connection with the closing of the issuance of debt, • . A cCopy of all material documents related to capital expenditures financed or refinanced by debtbend proceeds, includinge construction contracts, purchase orders, invoices, trustee requisitions and payment records - Such documents will include as well as other documents relating to costs reimbursed with debt d proceeds. Furthermore, the CFO, or its designee, shall maintain and records identifying the assets or portion of assets that are financed with tax exempt debthd proceeds, • eCopy of all contracts and arrangements involving private or unrelated use of the deb -the -Rd financed assets, any) plus three years. In addition, • sCopies of all records of investments, investment agreements, arbitrage reports and underlying documents, including trustee statements shall be retained for the term of the beads-(+146-114ekeg-Feturfeesig-beede-,--14-aey-)-eles-t-14-Fee-yeaf s. The CFO, or its designee, will also assure compliance with IRS tax return filing requirements. The basis. RS. RATING AGENCIES The CFO is responsible for implementing and managing RCTC's rating agencies relations program. The CFO recognizes the importance of immediate and timely disclosure of relevant financial and program information concerning each of RCTC's debt programs to the rating agencies. The CFO shall promptly respond to any inquiry from any rating agency analyst. In addition, the CFO and/or the Executive Director and one or more representatives of RCTC's Commissioners shall periodically meet with the rating agencies in order discuss RCTC's proposed debt financings and/or recent financial results, financial projections, Board policy, specific RCTC programs such as Measure A as well as the general economy in Riverside County and Southern California and other matters. ST. INVESTOR RELATIONS The CFO is responsible for implementing and managing RCTC's investor relations program. 1 F:/USERS/FINANCE/FISCAL PROCEDURES/DEBT POLICIES.DOC - Revised a-9f1-341-AMarch 14, 2012 85 The CFO shall make every attempt to promptly respond to any inquiry from an institutional or retail investor. In addition, the CFO shall periodically attempt to meet with key institutional investors in order to familiarize the institutional investors with RCTC's financial history and financial projections. The CFO shall periodically post investor disclosure information on the unique website established by the Digital Assurance Certification, LLC (DAC) for RCTC on its website, www.dacbond.com. TU. BUILD AMERICA BOND AND RECOVERY ZONE ECONOMIC DEVELOPMENT BOND SUBSIDIES Introduction The Board recognizes its responsibility to ensure compliance with all Federal laws and regulations ("Federal Requirements") associated with the issuance of tax-exempt debt ("Tax -Exempt Obligations") and tax -advantaged direct pay notes, bonds or other form of repayment obligations issued under Section 54A or Section 1400U-2 of the Internal Revenue Code ("Tax Advantaged Obligations"). The purpose of this policy is to provide guidelines and establish procedures for compliance with Federal Requirements in connection with the issuance of Tax -Exempt Obligations and Tax Advantaged Obligations. Procedures Unless otherwise instructed by bond counsel, at least five business days before distributing a preliminary official statement in which RCTC contemplates offering Tax Advantaged Obligations for sale, RCTC will obtain the advice of bond counsel regarding applicable Internal Revenue Code compliance with respect to the Tax Advantaged Obligations and provide a written notice to financia► advisor, underwriter, and its counsel, that none of the maturities which represent Tax Advantaged Obligations can have an issue price with more than a de minimis amount of premium as required by Section 54AA(d)(2)(c) of the Internal Revenue Code (or other applicable Section of the Internal Revenue Code or guidance provided thereunder as instructed by bond counsel) and that costs of issuance (including underwriter's discount) cannot exceed 2% of the proceeds of the sale of the Tax Advantaged Obligations. Unless otherwise instructed by bond counsel, prior to executing any purchase contract with respect to Tax Advantaged Obligations, RCTC will require written confirmation from the underwriter that at least the first ten percent of each maturity of Tax Advantaged Obligations has been sold to the public (and not to bond houses, brokers, or other intermediaries) at a price that does not have more than a de minimis amount of premium as required by Section 54AA(d)(2)(c) of the Internal Revenue Code (or other applicable section of the Internal Revenue Code or guidance provided thereunder as instructed by bond counsel) and that costs of issuance do not exceed 2% of the proceeds of the sale of the Tax Advantaged Obligations. Unless otherwise instructed by bond counsel, on a quarterly basis the CFO will provide a written report to the Board of the expenditure of proceeds derived from Tax -Exempt Obligations and Tax Advantaged Obligations certifying the amount expended in the prior month, the total amount expended from the date of the closing of the transaction; that the expenditure was for capital projects (as defined by the applicable provisions of the Internal Revenue Code and guidance provided thereunder (or as otherwise permitted by bond counsel)); the amount remaining to be spent; [and the amount remaining invested in a reasonably required reserve fund, if any]. Unless otherwise instructed by bond counsel, at closing RCTC will execute documentation covenanting to comply with Federal rebate and arbitrage requirements as required under Paragraph Q above as though the Tax Advantaged Obligations were tax exempt bonds. 1 F:/USERS/FINANCE/FISCAL PROCEDURES/DEBT POLICIES.DOC — Revised 10/13110March 14, 2012 • • 86 • Unless otherwise instructed by bond counsel, at least 67 days before an interest payment date pertaining to fixed rate Tax Advantaged Obligations, RCTC will calculate, or cause to be calculated: the interest amount due on the next interest payment date; and the refundable credit to be reported on Form 8038-CP. Unless otherwise instructed by bond counsel, the CFO will file, or cause to be filed, the completed and executed Form 8038-CP with the Department of the Treasury not later than 45 days prior to the applicable interest payment date. The CFO is hereby designated as the staff person responsible for RCTC's compliance with this policy. U. GLOSSARY Additional Bonds Test: A calculation based upon total pledged revenues divided by total proposed debt service. This is a protection to investors so that the issuer cannot issue additional parity bonds without providing ample security to the investors in the previous financing(s). Advance Refunding: A defeasance of outstanding debt prior to the date the bonds can be called by depositing cash and/or securities in escrow sufficient to pay all principal and interest plus the call premium, if any, when due. Upon an advance refunding and defeasance, all covenants and restrictions of the refunded bond indenture are extinguished. Agreement among Underwriters or AAU: The contract establishing the underwriting syndicate formed to underwrite and purchase the bonds. The AAU will include provisions covering the liability of each syndicate member, a description of order types, pricing of the bonds and requirements respecting a public offering. The AAU may contain a variety of other matters relating to trade practice and applicable rules of the MSRB. Allocation: The post -sale distribution of bonds among the syndicate and selling group members, if any. Basis Point: Yields on bonds are usually quoted in increments of basis points. One basis point is equal to 1/100 of one (1 ) percent. For example, the difference between 7.00% and 7.50% is 50 basis points. Bond Purchase Agreement: The contract between the syndicate and the issuer setting forth the final terms, prices and conditions upon which the syndicate will purchase a new issue. Book -Running Senior Manager: The managing underwriter that controls the book of orders for the transaction and is primarily responsible for the successful execution of the transaction. Concession: In the new issue market, one of the two discounts members receives from the syndicate. In the secondary market, a discount one dealer offers to another. Group Net Order: An order for bonds submitted by a syndicate member in which the takedown is distributed to syndicate members according to their respective liability shares in the issue. Liability: The principal amount of bonds to be underwritten by each member of the syndicate. Member Order: An order for bonds placed by a member of the syndicate where the bonds would be confirmed to that member at syndicate terms. 1 F:/USERS/FINANCE/FISCAL PROCEDURES/DEBT POLICIES.DOC — Revised 10/13/10March 14, 2012 87 Municipal Securities Rulemaking Board (MSRB): An independent self -regulatory organization established by the Securities Acts Amendments of 1975, which is charged with primary rulemaking Commission over broker -dealers and brokers in municipal securities. National Association of Securities Dealers (NASD): A self-regulating and self -financed organization which acts as a buffer between the Securities and Exchange Commission (SEC) and broker -dealers. The NASD operates in municipal securities according to a special set of municipal bond rules written by the MSRB. Net Designated Order: An order for bonds submitted by a syndicate member in which all or a portion of the takedown is to be credited to firms designated by the purchaser of the bonds according to relative designated by the said purchaser. Priority Order: A retail or a net designated order. Retail Order: An order for bonds placed by an individual or, as determined by the CFO, a retail order may also include an order placed by a bank trust department or an investment advisor for an individual. Retention: An amount of bonds that will be guaranteed to be available for sale by each member of the syndicate. Rule 10b-5: A regulation of the SEC adopted pursuant to the Securities and Exchange Act of 1934, which makes it unlawful for any person to employ any device, scheme, or artifice to defraud, to make any untrue statement of a material fact or to omit a material fact necessary to make statements made, in the light of the circumstances under which they were made, not misleading; or to engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person, in connection with the purchase or sale of any security. Securities and Exchange Commission (SEC): The federal agency that oversees and regulates stock, bond and other financial market participants. Selling Group: A group of underwriters formed to aid in the distribution of the bonds in a bond financing. Selling group members do not assume any financial or legal liability in the financing. Syndicate: A group of underwriters formed to purchase and re -offer an issuer's bonds for sale to the public. Each syndicate member has a share in the liability of the issue. Syndicate Participation Percentages: A sales participation goal for each syndicate member determined by RCTC and its CFO for RCTC bond issues. Takedown: The total discount at which members of syndicates buy bonds from an account - composed of two parts: concession and takedown. True Interest Cost: The rate, compounded semi-annually, necessary to discount the amounts payable on the respective principal and interest payment dates to the purchase price received on the closing date of the bond issue. Trust Indenture: A contract between an issuer and a trustee, for the benefit of investors. The trustee administers the funds specified in the indenture and implements the remedies provided in case of default. 1 F:/USERS/FINANCE/FISCAL PROCEDURES/DEBT POLICIES.DOC - Revised 10/13/10March 14, 2012 • 88 • Underwriter's Gross Spread: In a negotiated sale, the difference between the price the underwriter pays the issuer and the original re -offering price to the public; includes the management fee, expenses, and sales commissions (takedown and concession). F:/USERS/FINANCE/FISCAL PROCEDURES/DEBT POLICIES.DOC - Revised 10/13/10March 14, 2012 89 • AGENDA ITEM 9E • • • • • RIVERSIDE COUNTY TRANSPORTA TION COMMISSION DATE: March 14, 2012 TO: Riverside County Transportation Commission FROM: Cathy Bechtel, Project Development Director Theresia Trevino, Chief Financial Officer THROUGH: Anne Mayer, Executive Director SUBJECT: Memorandum of Understanding with the Western Riverside County Regional Conservation Authority for the Transfer of Funds to Meet the Multiple Species Habitat Conservation Plan Obligations STAFF RECOMMENDATION: This item is for the Commission to: 1) Approve Memorandum of Understanding (MOU) No. 12-31-064-00 with the Western Riverside County Regional Conservation Authority (RCA) for the transfer of funds to meet the Western Riverside County Multiple Species Habitat Conservation Plan (WRC MSHCP) obligations; and 2) Authorize the Chair, pursuant to legal counsel review, to execute the MOU on behalf of the Commission. BACKGROUND INFORMATION: The Commission is a participant in the WRC MSHCP. The WRC MSHCP, approved in June 2003, is a comprehensive, multi -jurisdictional habitat conservation plan focusing on conservation of species and the associated habitat in Western Riverside County. Among other things, the WRC MSHCP addresses project impact mitigation for proposed improvements to existing routes such as Interstates 10, 15, and 215, and State Routes 60, 71, 74, 79, and 91, as well as coverage of anticipated new transportation projects in the covered area of Western Riverside County for the next 75 years. At its December 14, 2011 meeting, the Commission considered the funding request from the RCA to provide the last increment of Measure A funding to fulfill the Commission's $153 million obligation under the MSHCP. RCA requested that the Commission commit the remaining $24 million to be paid over the next eight years at $3 million per year. This commitment would then complete the Commission's obligation to the MSHCP for its covered activities. At the meeting, the Commission took action to approve the request from the RCA and directed staff to work with the RCA on a MOU to outline this multi -year Agenda Item 9E 90 funding commitment. The Commission directed that the MOU include a provision to review the funding arrangement in two years, and at that time, if the RCA has received a federal loan guarantee related to the MSHCP or its revenues have returned to FY 2004/05 levels, the Commission could consider postponing the balance of its contribution. Attachment: MOU No. 12-31-064-00 Agenda Item 9E • • 91 MOU NO. 12-31-064-00 MEMORANDUM OF UNDERSTANDING BETWEEN THE WESTERN RIVERSIDE COUNTY REGIONAL CONSERVATION AUTHORITY AND THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION CONCERNING THE TRANSFER OF FUNDS FROM THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION TO THE WESTERN RIVERSIDE COUNTY REGIONAL CONSERVATION AUTHORITY TO MEET THE WESTERN RIVERSIDE COUNTY MULTIPLE SPECIES HABITAT CONSERVATION PLAN OBLIGATIONS THIS MEMORANDUM OF UNDERSTANDING ("MOU") is made and effective this day of , 2012, by and between the WESTERN RIVERSIDE COUNTY REGIONAL CONSERVATION AUTHORITY ("RCA") and the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("RCTC"). RCA and RCTC are sometimes collectively referred to herein as the "Parties". RECITALS • A. RCA is a joint powers authority, created pursuant to the provisions of Government Code section 6500 et al.; and B. RCTC is a county transportation commission, created pursuant to the provisions of the Public Utilities Code section 130050 et al.; and C. The Western Riverside County Multiple Species Habitat Conservation Plan ("MSHCP") is a multi jurisdictional habitat conservation plan focusing on the conservation of both sensitive species and associated habitats to address biological and ecological diversity conservation needs in western Riverside County, setting aside undisturbed land for the conservation of sensitive habitats while preserving open space and recreational opportunities ("Project"); and D. RCA and RCTC are signatories to the MSHCP Implementing Agreement ("Implementing Agreement"), which implements the terms of MSHCP; and E. On November 5, 2002, the voters of Riverside County approved Measure "A" reauthorizing the collection of a one-half percent (1/2%) retail transactions and use tax ("2002 Measure") to fund transportation programs and improvements within the County of Riverside, and adopting the Riverside County Transportation Improvement Plan (the "Plan"); and F. Collection of the 2002 Measure "A" tax commenced on or about July 1, 2009; and R766-000 -- 823423.3 26493.00135\6931558.8 1 92 • G. Section 13.7 B of the Implementing Agreement stated that RCTC is obligated to contribute from 2002 Measure "A" funds for mitigation of its Covered Activities as identified in Section 8.5.1 of the MSHCP ("MSHCP Funding Obligations"), which includes the contribution of $153 million to RCA; and H. On June 30, 2005, RCTC and RCA entered into a Memorandum of Understanding, identified by MOU No. M-24-015 (attached as Exhibit "A" and incorporated herein by this reference), setting forth the Parties'. understanding with respect to MSHCP Funding Obligations and the transfer of funds from RCTC to RCA for the implementation of the MSHCP; and I. As of the date of this MOU, RCTC has transferred funds, including the proceeds from tax-exempt borrowings (collectively, the "Bonds") totaling $128,649,708 to RCA to fulfill its MSHCP Funding Obligations; and J. By way of a written request to RCTC, dated November 16, 2011, RCA asked RCTC to commit to pay $24 million over the next eight years (through Fiscal Year 2019/20) at a rate of $3 million per year as full satisfaction of MSHCP Funding Obligations; ("Funding Arrangement"); and K. At its regular meeting on December 14, 2011, the RCTC Commissioners took action authorizing RCTC to enter into an MOU with RCA to carry out the Funding Arrangement; and L. RCTC has paid to RCA contributions in satisfaction of its MSHCP Funding Obligations prior to impacts; and by way of the Funding Arrangement will have continued to pay contributions in advance of impacts to Covered Species or their habitats. MUTUAL UNDERSTANDINGS NOW, THEREFORE, in consideration of the foregoing facts and mutual understandings, the Parties wish to memorialize, by this Memorandum, the following mutual understandings: 1. RCTC's MSHCP Funding Obligations. RCTC shall contribute Measure "A" funds, including the proceeds of the Bonds, to satisfy its MSHCP Funding Obligations. RCA will be the recipient of those 2002 Measure "A" funds, which it shall allocate in accordance with the provisions of the MSHCP and the Implementing Agreement. R764-000 -- 823423.3 26493.00135\6931558.8 (a) The Project is being acquired by RCA with amounts contributed by RCTC, pursuant to this MOU, and all of the Project is to be used for the governmental purpose of RCA. RCA acknowledges that such funds it receives from RCTC for this purpose may be derived from the proceeds of Bonds of RCTC, and that certain restrictions apply to the Project, including restrictions relating to the sale of any component of the Project to non -governmental entities (including the U.S. Government), or the use of any component of the Project that 2 • 93 • results in private business use (for tax-exempt bond purposes). In the event of the sale of, or the execution of any agreement that allows a non -governmental entity to use any component of the Project, RCA will first determine whether the component of the Project was purchased with proceeds of the Bonds. Amounts not derived from tax-exempt borrowings of RCTC may be allocated to the purchase price of an affected component of the Project pursuant to the applicable U.S. Treasury Regulations relating to allocation. If RCA determines that such affected component of the Project was originally purchased with Bond proceeds, RCA will take an available "remedial action," as permitted by the applicable U.S. Treasury Regulations relating to change in use, so the tax status of the interest on the Bonds is not adversely affected. RCA covenants to apprise RCTC of such undertakings on a timely basis. 2. Form of Contributions. RCTC may satisfy its remaining MSHCP Funding Obligations through monetary contributions to RCA. RCA shall acknowledge receipt of any monetary contributions in writing and report to RCTC regarding expenditures of RCTC funds. • 3. Funding. RCTC shall pay to RCA $24 million over the next eight years (through Fiscal Year 2019/20) at a rate of $3 million ("Annual Payment") per year as full satisfaction of RCTC's MSHCP Funding Obligations. As such, from December 2012 until December 2019, RCA will provide RCTC with a written invoice indicating the amount due, and the current balance outstanding. RCTC agrees to transfer to RCA the Annual Payment before the end of December, or such other date as may be mutually agreed upon by the Parties. 4. Relationship to 2005 MOU No. M-24-015. The Parties agree and understand that, to the extent this Funding Arrangement changes the schedule for funding by RCTC to RCA, set forth in the 2005 MOU No. M-24-015 and/or the Implementing Agreement, the schedule of funding, as set forth in this MOU shall apply. Except for the provisions set forth herein, this MOU is not intended to supersede, repeal or replace the 2005 MOU No. M-24-015 nor any of the provisions in the Implementing Agreement. 5. Statement. On an annual basis, RCA shall prepare an accounting of the MSHCP Funding Obligations contributions made by RCTC. 6. Amendment. RCA and RCTC agree that terms of this Funding Arrangement, as set forth in this MOU, will be reviewed and amended or modified by RCTC in the event RCA has, within two years of this MOU, (1) received a federal loan guarantee related to the MSHCP; and/or (2) RCA's revenues have returned to Fiscal Year 2004/05 levels. Additionally, this MOU may be amended in writing by mutual agreement of the Parties. 8766-000 -- 823423.3 26493.00135\6931558.8 [Signature Page Follows] 3 94 • SIGNATURE PAGE FOR THE MEMORANDUM OF UNDERSTANDING BETWEEN THE WESTERN RIVERSIDE COUNTY REGIONAL CONSERVATION AUTHORITY AND THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION CONCERNING THE TRANSFER OF FUNDS FROM THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION TO THE WESTERN RIVERSIDE COUNTY REGIONAL CONSERVATION AUTHORITY TO MEET THE WESTERN RIVERSIDE COUNTY MULTIPLE SPECIES HABITAT CONSERVATION PLAN OBLIGATIONS IN WITNESS WHEREOF, the Parties have caused this Amendment to be signed as of the date first written above. RIVERSIDE COUNTY WESTERN RIVERSIDE REGIONAL TRANSPORTATION COMMISSION CONSERVATION AUTHORITY By: By: John J. Benoit, Chair Jim Hyatt, Chair ATTEST: ATTEST: By: By: Jennifer Harmon, Clerk of the Board Honey Bernas, Clerk of the Board Riverside County Transportation Western Riverside County Regional Commission Conservation Authority Approved as to Form: Approved as to Form: By: By: Carrie A. Raven, Special Counsel General Counsel Gresham Savage Nolan & Tilden, PC Best Best & Krieger LLP 4 R766-1810 -- 823423.3 26493.00135\6931558.8 95 • EXHIBIT "A" 2005 MOU No. M-24-015 [SEE ATTACHED] • R766 -(NO -- X23423.3 26493.00135\6931558.8 5 96 EXHIBIT A 72390 MOU No. M-24-015 • • MEMORANDUM OF UNDERSTANDING BETWEEN THE WESTERN RIVERSIDE COUNTY REGIONAL CONSERVATION AUTHORITY AND THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION CONCERNING TRANSFER OF FUNDS FROM THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION TO THE WESTERN RIVERSIDE COUNTY REGIONAL CONSERVATION AUTHORITY TO MEET WESTERN RIVERSIDE COUNTY MULTIPLE SPECIES HABITAT CONSERVATION PLAN OBLIGATIONS THIS ORANDUM OF UNDERSTANDING, is made and effective this $011' day of , 2005, by and between the WESTERN RIVERS IDE REGIONAL CON ERVATION AUTHORITY ("RCA") and the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("RCTC"). RCA and RCTC are sometimes collectively referred to herein as the "PARTIES". RECITALS A. RCA is a joint powers agency, created pursuant to the provisions of Government Code section 6500 et al; and B. RCTC is a county transportation commission, created pursuant to the provisions of the Public Utilities Code section 130050 et al; and C. The Multiple Species Habitat Conservation Plan ("MSHCP") is a multi - jurisdictional habitat conservation plan focusing on the conservation of both sensitive species and associated habitats to address biological and ecological diversity conservation needs in western Riverside County, setting aside undisturbed land for the conservation of sensitive habitats while preserving open space and recreational opportunities; and D. The MSHCP addresses the potential impacts of urban growth, natural habitat loss and species endangerment, and creates a plan to mitigate for the potential loss of covered species and their habitats due to direct and indirect impacts of future development of both private and public lands within the MSHCP Plan Area; and E. RCA and RCTC are signatories to the MSHCP Implementation Agreement ("Implementation Agreement"), which implements the terms of MSHCP; and F. On November 5, 2002 the voters of Riverside County approved Measure A reauthorizing the collection of a one-half percent (1/2%) retail transactions and use tax ( "2002 Measure `A') to fund transportation programs and improvements within the County of Riverside, and adopting the Riverside County Transportation Improvement Plan (the "Plan"); and RVPUB\DAB\688416.1 1 A.1.48.2.1 97 G. Collection of the 2002 Measure "A" tax will commence on or about July 1, 2009. H. Section 13.7 B. of the Implementation Agreement states that the RCTC is obligated to contribute from 2002 Measure "A" funds for mitigation of its Covered Activities as identified in Section 8.5.1 of the MSHCP ("MSHCP Funding Obligations"); and I. It is the purpose of this Memorandum of Understanding to set forth the transfer of funds from the RCTC to the RCA as part of fulfilling the RCTC's obligation to assist in the implementation of the MSHCP. MUTUAL UNDERSTANDINGS NOW, THEREFORE, in consideration of the foregoing facts and mutual understandings, the PARTIES wish to memorialize, by this Memorandum, the following mutual understandings: 1. RCTC's MSHCP Funding Obligations. RCTC shall contribute Measure "A" funds to satisfy its MSHCP Funding Obligations. RCA will be the recipient of these 2002 Measure "A" funds, which it shall allocate in accordance with the provisions of the MSHCP and the Implementation Agreement. 2. Form of Contribution. (a) RCTC may satisfy its MSHCP Funding Obligations all or in part through monetary contributions to RCA. RCA shall acknowledge receipt of any monetary contributions in writing and report to the RCTC regarding expenditures of RCTC funds. (b) In lieu of monetary contributions, RCTC may satisfy its MSHCP Funding Obligations through real property acquisitions and contributions to RCA. If RCTC chooses to contribute real property in fee to RCA in lieu of monetary contributions, RCTC shall receive a credit towards its MSHCP Funding Obligations provided such acquisitions contribute to the conservation goals and objectives of the MSHCP and are approved in writing by the RCA General Manager in advance of acquisition. 3. Timing of Contributions. RCTC shall make its contributions of money or real property in accordance with Section 13.7 B. of the Implementation Agreement and Section 8.4 of the MSHCP and related Appendices. 4. Statement. On an annual basis, the RCA shall prepare an accounting of the MSHCP Funding Obligations contributions made by RCTC. 5. Amendment. This Memorandum of Understanding may be amended in writing by mutual agreement of the Parties. RVPUB\DAB\688416.1 2 • 98 • IN WITNESS WHEREOF, the Parties have caused this Amendment to be signed as of the date first above written. • RIVERSIDE COUNTY TRANSPORTATION COMMISSION Ro 'n_ Lowe, Cha' ATTEST: Naty o�aver,'�lerk of the Board Riverside County Transportation Commission Approved as to Form: By: Best Best & Krieger LLP General Counsel RVPUB\DAB\688416.1 WESTERN RIVERSIDE REGIONAL CONSERVATION AUTHORITY B ATTEST: By: Honey Bernas, Clerk Western Riverside County Regional Conservation Authority • AGENDA ITEM 9F • • • • RIVERSIDE COUNTY TRANSPORTA TION COMMISSION DATE: March 14, 2012 TO: Riverside County Transportation Commission FROM: Western Riverside County Programs and Projects Committee Shirley Medina, Programming and Planning Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Fiscal Year 2011/12 Transportation Uniform Mitigation Regional Arterial Program - Programming Requests Fee WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Approve the removal of the Interstate 15/Schleisman Road interchange project from the TUMF Regional Arterial program and replace it with the Interstate 1 5/Limonite Avenue interchange improvement project in the city of Eastvale, and terminate Agreement No. 06-72-522-00 with the county of Riverside for the I-15/Schleisman Road interchange; 2) Approve Agreement No. 12-72-059-00 with the city of Moreno Valley to program $5,665,000 of TUMF Regional Arterial funds for the Moreno Valley Perris Boulevard (Cactus Avenue to Perris Valley Storm Drain (PVSD) Lateral "B") construction phase; 3) Authorize the Executive Director to execute the agreement, pursuant to legal counsel review; and 4) Approve the removal of the Ramona Expressway extension project, Seventh Street to Cedar Street, and replace it with the Ramona Expressway widening project, Sanderson Avenue to State Street in the city of San Jacinto, and terminate Agreement No. 06-72-520-00 with the city of San Jacinto. BACKGROUND INFORMATION: Over the past few months, staff has been contacted by the cities of Eastvale, Moreno Valley, and San Jacinto to discuss respective programming requests. Staff recently met with an ad hoc committee, consisting of public works staff of local agencies with projects in the TUMF Regional Arterial program, to review FY 2011/12 programming requests. In 2009, the ad hoc committee agreed to direct all programming requests to construction activities as a means of generating jobs due to the economic downturn. Staff and the ad hoc committee also agreed that new projects should not be added to the TUMF Regional Arterial program until all original projects approved by the Commission in 2004 have been completed. Agenda Item 9F 100 However, because of circumstances occurring during the environmental phase on two TUMF Regional Arterial projects, staff and the ad hoc committee have reconsidered this direction due to the unique circumstances described below. To date, there are 24 project agreements with local agencies committing $78.7 million of TUMF Regional Arterial funds. The balance available for programming in FY 2011/12 is $2.1 million. Below summarizes the FY 2011/12 TUMF Regional Arterial programming requests and recommended actions by the ad hoc committee and staff. City of Eastvale Staff recently met with the cities of Eastvale and Jurupa Valley and the county of Riverside to discuss the status of the I-15/Schleisman Road interchange project. The county of Riverside is the lead agency for the project approval/environmental document (PA&ED) phase and the project specification and estimate phases. Given that this project has experienced challenges at the early stages of its PA&ED phase (e.g. new interstate highway connection, environmental issues, funding, etc.), the cities of Eastvale and Jurupa Valley have expressed interest in removing the -15/Schleisman Road interchange from the TUMF Regional Arterial program and replacing it with a higher priority project that is included in the TUMF Nexus Study, which is the I-15/Limonite Avenue interchange improvement project. The I-15/Limonite Avenue interchange improvement project will not require right of way and can move to construction in a short timeframe. The cities are also requesting that, by adding the I-15/Limonite Avenue interchange project to the TUMF Regional Arterial program, the construction amount identified in the TUMF Nexus Study (approximately $15 million) also is carried over to the program. The request also includes terminating the TUMF agreement between the Commission and the county of Riverside on the I-15/Schleisman Road interchange project and removing it from the TUMF Regional Arterial program. As a result of this action, the agreement balance of $2 million would revert back to the TUMF Regional Arterial programming balance. The county of Riverside and city of Eastvale would be eligible to request programming TUMF Regional Arterial funds for subsequent phases consistent with the TUMF Nexus Study and programming guidelines (e.g. when the project is ready for construction). The county of Riverside is also the lead agency, on behalf of the city of Eastvale, for the I-15/Limonite Avenue interchange project, which is currently in the PA&ED phase. As previously stated, substitutions are not normally allowed in the TUMF Regional Arterial program. However, this is a unique situation in that two new cities have recently incorporated and have prioritized transportation projects to address their most critical needs. The I-15/Schleisman Road interchange project is not the highest priority for these cities and due to the difficulty in delivering the Agenda Item 9F • 101 • I-15/Schleisman Road interchange project, the ad hoc committee concurred that an exception should be made to acknowledge the priorities of these two newly incorporated cities. More importantly, the substitution of the I-15/Schleisman Road interchange project with the I-15/Limonite Avenue interchange project would result in delivering a regional arterial project in a timely manner. The county of Riverside transportation staff also supports this substitution and termination of Agreement No. 06-72-522-00. City of Moreno Valley The city of Moreno Valley has two projects ready for construction this fiscal year. The city has experienced savings in pre -construction phases and is requesting to reprogram the TUMF balances to the construction phase of its respective project. The two projects are: Perris Boulevard - Ironwood Avenue to Manzanita Avenue (balance is approximately $415,000) Perris Boulevard - Cactus Avenue to PVSD Lateral (balance is approximately $1.25 million) After further discussion with the city, it was determined that there are not sufficient TUMF funds available to program construction for both projects. Therefore, the city has requested to fund construction for the Cactus Avenue to PVSD Lateral "B" segment using the pre -construction balances from both projects and additional funds available for programming. With the construction estimate at approximately $5,665,000 this would still leave construction funding short by approximately $4 million. In order to close the $4 million funding shortfall, it is recommended that the FY 2011/12 programming balance of $2.1 million be programmed for the Perris Boulevard, Cactus Avenue to PVSD Lateral "B", widening project. As previously mentioned, by rescinding the I-15/Schleisman Road interchange improvement agreement an additional $2 million will return to the TUMF programming balance for a total of $4 million that can be programmed to the Perris Boulevard project. This recommendation is consistent with the committee's direction to prioritize programming requests for projects ready for construction. City of San Jacinto Staff received a request from the city of San Jacinto regarding the need to substitute a project for the Ramona Expressway, Seventh Street to Cedar Street, extension project. This project is in the PA&ED phase and has significant environmental issues that will be difficult and costly to address. The city is proposing to remove the Seventh Street to Cedar Street extension project from the TUMF Regional Arterial program and replace it with a widening project on Ramona Agenda Item 9F 102 Expressway from Sanderson Avenue to State Street, which is included in the TUMF Nexus Study and has TUMF Zone funds programmed through the Western Riverside Council of Governments. The Sanderson Avenue to State Street project is scheduled for construction later this year. The city is also requesting that the Commission reprogram the balance of funds from the Seventh Street to Cedar Street segment (approx. $1 million) to the Sanderson Avenue to State Street segment for construction and make the project eligible for an additional $4.5 million from future revenues. As previously stated, project substitutions are not normally allowed. The ad hoc committee realizes the environmental issues with the Ramona Expressway extension project may be difficult to overcome. Therefore, staff and the ad hoc committee agreed that an exception should be made so that TUMF Regional Arterial funds can be used on a project that is moving toward construction. Accordingly, staff and the ad hoc committee recommend removing the Ramona Expressway, Seventh Street to Cedar Street, extension project from the TUMF Regional Arterial program, including termination of Agreement No. 06-72-520-00, and replacing it with the Sanderson Avenue to State Street Project. The city of San Jacinto would be eligible to request programming TUMF regional arterial funds for subsequent phases, including the balance from the Seventh Street to Cedar Street segment, consistent with the TUMF Nexus Study and programming guidelines (e.g. when the project is ready for construction). Future Programming Requests With the recommended actions, a significant portion of all available FY 2011/12 TUMF funds will be programmed. Staff will report the TUMF FY 2012/13 programming estimate to the ad hoc committee in July and will report future project programming requests and recommendations in fall 2012. Financial Information In Fiscal Year Budget: Yes N/A Year: FY 2011/12 FY 2012/13+ Amount: $1,000,000 $1,100,000 Source of Funds: TUMF Regional Arterial program Budget Adjustment: No N/A GL/Project Accounting No.: 005106 81301 210 72 81301 Fiscal Procedures Approved: \y it¢u„Y o Date: 02/16/12 Attachments: 1) Draft Agreement No. 12-79-059-00 2) City of Jurupa Valley's Letter Dated January 27, 2012 Agenda Item 9F • • 103 • Agreement No. 12-72-059-00 AGREEMENT FOR THE FUNDING OF TUMF REGIONAL ARTERIAL IMPROVEMENTS WITH THE CITY OF MORENO VALLEY FOR THE PERRIS BOULEVARD WIDENING FROM CACTUS AVE TO PVSD LATERAL "B" PROJECT 5106 1. Parties and Date. 1.1 This Agreement is executed and entered into this day of , 2012, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("RCTC") and the CITY OF MORENO VALLEY ("City"). RCTC and City are sometimes collectively referred to herein as the "Parties". 2. Recitals. 2.1 RCTC is a county transportation commission created and existing pursuant to California Public Utilities Code Sections 130053 and 130053.5. 2.2 On November 5, 2002 the voters of Riverside County approved Measure A authorizing the collection of a one-half percent (1/2%) retail transactions and use tax to fund transportation programs and improvements within the County of Riverside, and adopting the Riverside County Transportation Improvement Plan (the "Plan"). 2.3 The Plan requires cities and the County in western Riverside County to participate in a Transportation Uniform Mitigation Fee (TUMF) Program to be eligible to receive Local Streets and Roads funds generated by Measure A. 2.4 The Plan further requires that the first $400 million in revenues from TUMF be made available to RCTC to fund equally the Regional Arterial System and development of New Transportation Corridors identified through the Community and Environmental Transportation Acceptability Process (CETAP). To receive TUMF funding, CETAP corridors must also be designated on the Regional System of Highways and Arterials as established in the October 2002 TUMF Nexus Study, amended in March 2004, and as may be amended in the future. 2.5 The Western Riverside Council of Governments (WRCOG) has been selected to administer the overall TUMF Program pursuant to applicable state laws including Government Code Sections 66000 et seq. and has entered into a Memorandum of Understanding (MOU) with RCTC 104 dated July 10. 2003 regarding the allocation of the $400 million in TUMF Regional Funds to be made available to RCTC for programming. 2.6 RCTC issued to the cities and the County a "Call for Projects" to be funded with TUMF Regional funds, and in response to the Project Nomination Forms, took action on September 8, 2004 to adopt a five year TUMF Regional Arterial Program which identifies the projects and the maximum funding commitments awarded for specific phases of work. RCTC's TUMF Regional Arterial Program may be updated from time to time. 2.7 RCTC. intends, by this Agreement, to distribute TUMF Regional Funds, subject to the conditions provided herein, and to participate in the joint development of the Project, as defined herein. 3. Terms. 3.1 Description of Work. This Agreement is intended to distribute TUMF Regional Funds to the City for the construction of the Perris Boulevard Widening from Cactus Avenue to the Perris Valley Storm Drain Lateral "B". The Work, including a timetable and a detailed scope of work, is more fully described in Exhibit "A" attached hereto and, pursuant to Section 3.15 below, is subject to modification as requested by the City and approved by RCTC. The Work shall be consistent with one or more of the defined RCTC Call for Projects phases detailed herein as follows: 1) PA&ED — Project Approvals & Environmental. Document 2) PS&E — Plans, Specifications and Estimates 3) R/W — Right of Way Acquisition and Utility, Relocation 4) CONS — Construction The Work phase(s) funded pursuant to this Agreement shall be consistent with the City's Ca11 for Projects Nomination Form submitted to the RCTC ("the Project") and as approved by the RCTC on September 8, 2004. The Project is more fully described in Exhibit "B" attached hereto. It is understood and agreed that the City shall expend TUMF Regional Funds only as set forth in this Agreement and only for the Work. To this end, any use of funds provided pursuant to this Agreement shall be subject to the review and approval of RCTC. 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 Five Million Six Hundred and Sixty Five Thousand dollars and no cents ($ 5,665,000.00), 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 TUMF Regional Funds in excess of the maximum TUMF share for the phase/project identified in Appendix F of the TUMF Nexus Study. 3.2.1 Eligible Work Costs. The total Work costs ("Total Work Cost") may include the following items, provided that such items are included in the scope of work attached as Exhibit 2 • 105 • "A": (1) City and/or consultant costs associated with direct Work coordination and support; (2) funds expended in preparation of preliminary engineering studies; (3) funds expended for preparation of environmental review documentation for the Work; (4) all costs associated with right-of-way acquisition, including right-of-way engineering, appraisal, acquisition, legal costs for condemnation procedures if authorized by the City, and costs of reviewing appraisals and offers for property acquisition; (5) costs reasonably incurred if condemnation proceeds; (6) costs incurred in the preparation of plans, specifications, and estimates by City or consultants; (7) City costs associated with bidding, advertising and awarding of the Work contracts; (8) construction costs, including change orders to construction contract approved by the City; and (9) construction management, field inspection and material testing costs. 3.2.1.1 Right -of -Way Acquisition. The Parties acknowledge that in order to protect the City's ability to deliver the Project in a timely cost effective manner, the City may purchase parcels of property in advance of the completion of the Project's final design (PS&E). The Parties acknowledge that acquired parcels or remnants purchased in advance of final design may not ultimately be required for the Project. Upon completion of the Project's final design, the City shall provide RCTC with a detailed list of all parcels purchased by the City for which it received TUMF Regional Funds pursuant to this Agreement. The City shall identify any parcels or remnants thereof which were acquired using TUMF Regional Funds and are not required for construction of the Project. A preliminary list shall be submitted to the RCTC 30 days before the issuance of bid documents for construction of the Project and a final list shall be submitted to the RCTC no later than 30 days following the recording of the Certificated of Completion for the Project. 3.2.1.2 Valuation and Repayment of Any Property Remnants. Upon receipt of the City's final list, RCTC shall meet with the City for the purpose of identifying any parcel or reasonably usable remnant ofa parcel for which TUMF Regional Funds were expended that may reasonably be developed for other use by the City and/or sold. The Parties shall confer in good faith to agree upon the disposition of such parcels and remnant parcels and their fair market value as of a date agreed to by the parties, but in no event later than the date of completion of the Project. "Fair Market Value" shall have the definition set forth in Code of Civil Procedure Section 1263.320 and "remnant" shall have the definition set forth in Code of Civil Procedure Section 1240.410. Nothing herein shall preclude the City and RCTC from beginning the meetings earlier in the event both parties agree that the parcel or remnant will not be used for the Project. 3.2.1.3 Reimbursement for Unused Parcels. Following recordation of the Certificate of Completion for the Project, the City shall be responsible for promptly reimbursing RCTC for any TUMF Regional Funds which were used to acquire parcels which are completely unused in the Project. If City funds other than TUMF were used to purchase the Parcel, those local funds shall be considered in determining the reimbursement amount. 3.2.1.4 Appeal to Commission. In the event ofa disagreement between the Parties regarding the reimbursement ofTUMF Regional Funds under this section 3.2.1, either party 3 106 may appeal, in writing, to the RCTC Board. The RCTC Board's determination regarding excess right-of-way and value pursuant to this section shall be final. 3.2.2 Ineligible Work Costs. The Total Work Cost shall not include the following items which shall be borne solely by the City without reimbursement: (1) City administrative costs; (2) City costs attributed to the preparation of invoices, billings and payments; (3) any City fees attributed to the processing ofthe Work; and (4) expenses for items of work not included within the scope of work in Exhibit "A". 3.2.3 Increases in Work Funding. The Funding Amount may, in RCTC's sole discretion, be augmented with additional TUMF Regional Funds if the TUMF Nexus Study is amended to increase the maximum eligible TUMF share for the Work. Any such increase in the Funding Amount must be approved in writing by RCTC's Executive Director. In no case shall the amount of TUMF Regional Funds allocated to the City exceed the then -current maximum eligible TUMF share for the Work. No such increased funding shall be expended to pay for any Work already completed. For purposes of this Agreement, the Work or any portion thereof shall be deemed complete upon its acceptance by RCTC's Executive Director. 3.2.4 No Funding for Temporary Improvements. Only segments or components of the Work that are intended to form part of or be integrated into the Work may be funded by TUMF Regional Funds. No improvement which is temporary in nature, including but not limited to temporary roads, curbs, or drainage facilities, shall be funded with TUMF Regional Funds except as needed for staged construction of the Work. 3.3 City's Funding Obligation to Complete the Work. In the event that the TUMF Regional Funds allocated to the Work represent less than the total cost of the Work, the City shall provide such additional funds as may be required to complete the Work as described in Exhibit "A". 3.3.1 City's Obligation to Repay TUMF Regional Funds to RCTC. In the event that: (i) the City, for any reason, determines not to proceed with or complete the Work; or (ii) the Work is not timely completed, subject to any extension oftime granted by RCTC pursuant to Section 3.15; the City agrees that any TUMF Regional Funds that were distributed to the City for the Work shall be repaid in full to RCTC. The Parties shall enter into good faith negotiations to establish a reasonable repayment schedule and repayment mechanism which may include, but is not limited to, withholding of Measure A Local Streets and Roads revenues. The City acknowledges and agrees that RCTC shall have the right to withhold any Measure A Local Streets and Roads revenues due the City, in an amount not to exceed the total of the funds distributed to the City, and/or initiate legal action to compel repayment, if the City fails to repay RCTC within a reasonable time period not to exceed 180 days from receipt of written notification from RCTC that repayment is required. 3.4 Work Responsibilities of the City. The City shall be responsible for the following aspects ofthe Work, in compliance with state and federal law provided that such items are included 4 • 107 • • in the Project scope of work attached as Exhibit "A": (i) development and approval of plans, specifications and engineer's estimate (PS&E), environmental clearance, right of way acquisition, and obtaining all permits required by impacted agencies prior to commencement ofthe Work ; (ii) all aspects of bidding, awarding, and administration of the contracts for the Work; (iii) all construction management of any construction activities undertaken in connection with the Work, including survey and material testing; and (iv) development of a budget for the Work prior to award of any contract for the Work, taking into consideration available funding, including TUMF Regional Funds. 3.5 Term/Notice of Completion. The term ofthis Agreement shall be from the date first herein above written until: (1) the date RCTC formally accepts the Work as complete, pursuant to Section 3.2.3; (ii) termination ofthis Agreement pursuant to Section 3.9; or (iii) the City has fully satisfied its obligations under this Agreement, (Note: If this Agreement is for Phase 1 work do not include the following text) "including full repayment of TUMF Regional Funds to RCTC as provided herein". All applicable indemnification provisions ofthis Agreement shall remain in effect following the termination ofthis Agreement. 3.6 Representatives of the Parties. RCTC's Executive Director, or his or her designee, shall serve as RCTC's representative and shall have the authority to act on behalf of RCTC for all purposes under this Agreement. The City hereby designates Ahmad R. Ansari, P.E., Public Works Director/City Engineer, or his or her designee, as the City's representative to RCTC. The City's representative shall have the authority to act on behalf of the City for all purposes under this Agreement and shall coordinate all activities ofthe Work under the City's responsibility. The City shall work closely and cooperate fully with RCTC's representative and any other agencies which may have jurisdiction over or an interest in the Work. 3.7 Expenditure of Funds by City Prior to Execution of Agreement. Nothing in this Agreement shall be construed to prevent or preclude the City from expending funds on the Work prior to the execution of the Agreement, or from being reimbursed by RCTC for such expenditures. However, the City understands and acknowledges that any expenditure of funds on the Work prior to the execution of the Agreement is made at the City's sole risk, and that some expenditures by the City may not be eligible for reimbursement under this Agreement. 3.8 Review of Services. The City shall allow RCTC's Representative to inspect or review the progress of the Work at any reasonable time in order to determine whether the terms of this Agreement are being met. 3.9 Termination. This Agreement may be terminated for cause or convenience as further specified below. 3.9.1 Termination for Convenience. 3.9.1.1 Notice. Either RCTC or the City may, by written notice to the other party, terminate this Agreement, in whole or in part, for convenience by giving thirty (30) days' written notice to the other party of such termination and specifying the effective date thereof. 5 108 3.9.1.2 Effect of Termination for Convenience. In the event that the City terminates this Agreement for convenience, the City shall, within 180 days, repay to RCTC in full all TUMF Regional Funds provided to the City under this Agreement. In the event that RCTC terminates this Agreement for convenience, RCTC shall, within 90 days, distribute to the City TUMF Regional Funds in an amount equal to the aggregate total of all unpaid invoices which have been received from the City regarding the Work at the time of the notice of termination; provided, however, that RCTC shall be entitled to exercise its rights under Section 3.14.2, including but not limited to conducting a review of the invoices and requesting additional information. This Agreement shall terminate upon receipt by the non -terminating party of the amounts due it under this Section 3.9.1.2. 3.9.2 Termination for Cause. 3.9.2.1 Notice. Either RCTC or the City may, by written notice to the other party, terminate this Agreement, in whole or in part, in response to a material breach hereof by the other party, by giving written notice to the other party of such termination and specifying the effective date thereof. The written notice shall provide a 30 day period to cure any alleged breach. During the 30 day cure period, the Parties shall discuss, in good faith, the manner in which the breach can be cured. 3.9.2.2 Effect of Termination for Cause. In the event that the City terminates this Agreement in response to RCTC's uncured material breach hereof, RCTC shall, within 90 days, distribute to the City TUMF Regional Funds in an amount equal to the aggregate total of all unpaid invoices which have been received from the City regarding the Work at the time of the notice of termination. In the event that RCTC terminates this Agreement in response to the City's uncured material breach hereof, the City shall„ within 180 days, repay to RCTC in full all TUMF Regional Funds provided to the City under this Agreement. Notwithstanding termination ofthis Agreement by RCTC pursuant to this Section 3.9.2.2, RCTC shall be entitled to exercise its rights under Section 3.14.2, including but not limited to conducting a review of the invoices and requesting additional information. This Agreement shall terminate upon receipt by the non -terminating party of the amounts due it under this Section 3.9.2.2. 3.9.3 Cumulative Remedies. The rights and remedies ofthe Parties provided in this Section are in addition to any other rights and remedies provided by law or under this Agreement. 3.10 Prevailing Wages. The City and any other person or entity hired to perform services on the Work are alerted to the requirements of California Labor Code Sections 1770 et seq., which would require the payment of prevailing wages were the services or any portion thereof determined to be a public work, as defined therein. The City shall ensure compliance with these prevailing wage requirements by any person or entity hired to perform the Work. The City shall defend, indemnify, and hold harmless RCTC, its officers, employees, consultants, and agents from any claim or liability, including without limitation attorneys, fees, arising from its failure or alleged failure to comply with California Labor Code Sections 1770 et seq. 6 109 • • • 3.1 1 Progress Reports. RCTC may request the City to provide RCTC with progress reports concerning the status of the Work. 3.12 Indemnification. 3.12.1 City Responsibilities. In addition to the indemnification required under Section 3.10, the City agrees to indemnify and hold harmless RCTC, its officers, agents, consultants, and employees from any and all claims, demands, costs or liability arising from or connected with all activities governed by this Agreement including all design and construction activities, due to negligent acts, errors or omissions or willful misconduct ofthe City or its subcontractors. The City will reimburse RCTC for any expenditures, including reasonable attorneys' fees, incurred by RCTC, in defending against claims ultimately determined to be due to negligent acts, errors or omissions or willful misconduct of the City. 3.12.2 RCTC Responsibilities. RCTC agrees to indemnify and hold harmless the City, its officers, agents, consultants, and employees from any and all claims, demands, costs or liability arising from or connected with all activities governed by this Agreement including all design and construction activities, due to negligent acts, errors or omissions or willful misconduct of RCTC or its sub -consultants. RCTC will reimburse the City for any expenditures, including reasonable attorneys' fees, incurred by the City, in defending against claims ultimately determined to be due to negligent acts, errors or omissions or willful misconduct of RCTC. 3.12.3 Effect of Acceptance. The City shall be responsible for the professional quality, technical accuracy and the coordination of any services provided to complete the Work. RCTC's review, acceptance or funding of any services performed by the City or any other person or entity under this agreement shall not be construed to operate as a waiver of any rights RCTC may hold under this Agreement or of any cause of action arising out ofthis Agreement. Further, the City shall be and remain liable to RCTC, in accordance with applicable law, for all damages to RCTC caused by the City's negligent performance of this Agreement or supervision of any services provided to complete the Work. 3.13 Insurance. The City shall require, at a minimum, all persons or entities hired to perform the Work to obtain, and require their subcontractors to obtain, insurance ofthe types and in the amounts described below and satisfactory to the City and RCTC. Such insurance shall be maintained throughout the term of this Agreement, or until completion of the Work, whichever occurs last. 3.13.1 Commercial General Liability Insurance. Occurrence version commercial general liability insurance or equivalent form with a combined single limit of not less than $1,000,000.00 per occurrence. If such insurance contains a general aggregate limit, it shall apply separately to the Work or be no less than two times the occurrence limit. Such insurance shall: 3.13.1.1 Name RCTC and City, and their respective officials, officers, employees, agents, and consultants as insured with respect to performance of the services on the 7 110 Work and shall contain no special limitations on the scope of coverage or the protection afforded to these insured; 3.13.1.2 Be primary with respect to any insurance or self insurance programs covering RCTC and City, and/or their respective officials, officers, employees, agents, and consultants; and 3.13.1.3 Contain standard separation of insured provisions. 3.13.2 Business Automobile Liability Insurance. Business automobile liability insurance or equivalent form with a combined single limit of not less than $1,000,000.00 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. 3.13.3 Professional Liability Insurance. Errors and omissions liability insurance with a limit of not less than $1,000,000.00 Professional liability insurance shall only be required of design or engineering professionals. 3.13.4 Workers' Compensation Insurance. Workers' compensation insurance with statutory limits and employers' liability insurance with limits of not less than $1,000,000.00 each accident. 3.14 Procedures for Distribution of TUMF Regional Funds to City. 3.14.1 Initial Payment by the City. The City shall be responsible for initial payment of all the Work costs as they are incurred. Following payment of such Work costs, the City shall submit invoices to RCTC requesting reimbursement of eligible Work costs. Each invoice shall be accompanied by detailed contractor invoices, or other demands for payment addressed to the City, and documents evidencing the City's payment of the invoices or demands for payment. The City shall submit invoices not more often than monthly and not less often than quarterly. 3.14.2 Review and Reimbursement by RCTC. Upon receipt of an invoice from the City, RCTC may request additional documentation or explanation of the Work costs for which reimbursement is sought. Undisputed amounts shall be paid by RCTC to the City within thirty (30) days. In the event that RCTC disputes the eligibility of the City for reimbursement of all or a portion of an invoiced amount, the Parties shall meet and confer in an attempt to resolve the dispute. If the meet and confer process is unsuccessful in resolving the dispute, the City may appeal RCTC's decision as to the eligibility of one or more invoices to RCTC's Executive Director. The City may appeal the decision of the Executive Director to the full RCTC Board, the decision of which shall be final. Additional details concerning the procedure for the City's submittal of invoices to RCTC and RCTC's consideration and payment of submitted invoices are set forth in Exhibit "C", attached hereto. 3.14.3 Funding Amount/Adjustment. If a post Work audit or review indicates that RCTC has provided reimbursement to the City in an amount in excess of the maximum eligible 8 • • • 111 TUMF share of the Work, as determined by the TUMF Nexus Study, or has provided reimbursement of ineligible Work costs, the City shall reimburse RCTC for the excess or ineligible payments within 30 days of notification by RCTC. 3.15 Work Amendments. Changes to the characteristics of the Work, including the deadline for Work completion, and any responsibilities of the City or RCTC may be requested in writing by the City and are subject to the approval of RCTC's Representative, which approval will not be unreasonably withheld, provided that extensions of time for completion of the Work shall be approved in the sole discretion of RCTC's Representative. Nothing in this Agreement shall be construed to require or allow completion of the Work without full compliance with the California Environmental Quality Act (Public Resources Code Section 21000 et seq.; "CEQA") and the National Environmental Policy Act of 1969 (42 USC 4231 et seq.), but the necessity ofcompliance with CEQA and NEPA shall not justify, excuse, or permit a delay in completion of the Work. 3.16 Conflict of Interest. For the term ofthis Agreement, no member, officer or employee of the City or RCTC, during the term of his or her service with the City or RCTC, as the case may be, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.17 Limited Scope of Duties. RCTC's and the City's duties and obligations under this Agreement are limited to those described herein. RCTC has no obligation with respect to the safety of any Work performed at a job site. In addition, RCTC shall not be liable for any action of City or its contractors relating to the condemnation of property undertaken by City or construction related to the Work. 3.18 Books and Records. Each party shall maintain complete, accurate, and clearly identifiable records with respect to costs incurred for the Work under this Agreement. They shall make available for examination by the other party, its authorized agents, officers or employees any and all ledgers and books, of account, invoices, vouchers, canceled checks, and other records or documents evidencing or related to the expenditures and disbursements charged to the other party pursuant to this disbursements charged; to the other party pursuant to this Agreement. Further, each party shall furnish to the other party, its agents or employees such other evidence or information as they may require with respect to any such expense or disbursement charged by them. All such information shall be retained by the Parties for at least three (3) years following termination ofthis Agreement, and they shall have access to such information during the three-year period for the purposes of examination or audit. 3.19 Equal Opportunity Employment. The Parties represent that they are equal opportunity employers and they shall not discriminate against any employee or applicant of reemployment 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. 9 112 3.20 Governing Law. This Agreement shall be governed by and construed with the laws of the State of California. 3.21 Attorneys' Fees. If either party commences an action against the other party 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 costs of suit. 3.22 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.23 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. 3.24 Notification. All notices hereunder and communications regarding interpretation of the terms of the Agreement or changes thereto shall be provided by the mailing thereof by registered or certified mail, return receipt requested, postage prepaid and addressed as follows: City of Moreno Valley' Capital Projects Division P.O. Box 88005 Moreno Valley, CA 92552-0805 ATTN: Ahmad R Ansari, P.E. Public Works Director/ City Engineer RCTC Riverside County Transportation Commission 4080 Lemon, 3rd Floor Mailing address: P.O. Box 12008 Riverside, CA 92501 ATTN: Executive Director Any notice so given shall be considered served on the other party three (3) days after deposit in the U.S. mail, first class postage prepaid, return receipt requested, 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. 3.25 Conflicting Provisions. In the event that provisions of any attached appendices or 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. 3.26 Contract Amendment. In the event that the Parties determine that the provisions of this Agreement should be altered, the Parties may execute a contract amendment to add any 10 • 113 • provision to this Agreement, or delete or amend any provision ofthis Agreement. All such contract amendments must be in the form of a written instrument signed by the original signatories to this Agreement, or their successors or designees. 3.27 Entire Agreement. This Agreement constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes any previous agreements or understandings. 3.28 Validity of Agreement. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision ofthis Agreement. 3.29 Independent Contractors. Any person or entities retained by the City or any contractor shall be retained on an independent contractor basis and shall not be employees of RCTC. Any personnel performing services on the Work shall at all times be under the exclusive direction and control of the City or contractor, whichever is applicable. The City or contractor shall pay all wages, salaries and other amounts due such personnel in connection with their performance of services on the Work and as required by law. The City or consultant shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance and workers' compensation insurance. [Signatures on following page] 11 114 SIGNATURE PAGE TO AGREEMENT FOR THE FUNDING OF TUMF REGIONAL ARTERIAL IMPROVEMENTS RIVERSIDE COUNTY (Name of local jurisdiction) TRANSPORTATION COMMISSION By: By: John J Benoit Henry Garcia Chairman City Manager APPROVED AS TO FORM: APPROVED AS TO FORM: By: Best, Best & Krieger Counsel to the Riverside County Transportation Commission 12 By: Robert L. Hansen City Attorney • • 115 • EXHIBIT "A" SCOPE OF WORK, FUNDING AND TIMETABLE SCOPE OF WORK: Detail the Phase(s) of Work to be performed under this Agreement. (Note: Detail the full Project description on Exhibit B.) Provide specific information regarding the Work to be performed, identify the reaches of the work and include a general location map and site map, if applicable. For guidance in developing this Exhibit, please refer to Exhibit A-1. FUNDING: Identify TUMF, local, state and/or federal funding for each Phase of Work. Delete those Phase which are not part of this Agreement. PHASE TUMF LOCAL TOTAL CONSTRUCTION $5,665,000 $ 0 $5,665,000 TOTAL $5,665,000 $ 0 $5,665,000 TIMETABLE: Provide at a minimum the beginning and ending dates for each phase of work including major milestones within a phase. Expected start date: July 2012 Estimated Completion date: April 2013 V: V:Users\PreprintITUMF\Moreno Valley,Perris Blvd, Cactus to PVSD Lat "B" Phase 4 116 EXHIBIT "A-1" GUIDANCE for COMPLETION OF EXHIBIT A The following list of items generally identified as eligible or ineligible for TUMF Regional Funding reimbursement are consistent with those used to develop the costs for improvements in the first NEXUS Study prepared by WRCOG. In general, all improvements, with the exception of sidewalks, must be within the curbs of the roadway and extend no further than the curb returns at intersections. In addition, all improvements on or connecting to interstate and state route facilities shall be consistent with Caltrans Highway Design Manual standards. Items which are typically considered eligible include: • Asphalt concrete pavement, up to 16' per lane, to accomplish a 12' travel lane and ancillary treatment and appropriate base materials • Concrete curb and gutter and associated drainage — paved roadway shoulders and swale may be used as a substitute • Class 11 Bike Lanes • Paved and painted 14' median, may be used as a dual left turn lanes • Traffic signals at intersections with state highways and major arterials which are also on the TUMF Network • Pavement striping and roadway signing as required. Items which are not typically considered eligible include: • Portland Cement pavement or other aesthetic pavement types (except at intersections) • Major rehabilitation or overlay of existing pavement in adjacent roadway lanes • Raised Medians • Parking Lanes • Landscaping • Lighting • Class 1 Bike Lanes V:Users\PreprintITUMF\Moreno Valley,Perris Blvd, Cactus to PVSD Lat "B" Phase 4 • 117 • • • EXHIBIT "B" "PROJECT"DESCRIPTION, FUNDING AND MILESTONES PROJECT DESCRIPTION: PA&ED, PS&E and R/W have been completed. This agreement is for the only for construction phase to widen Perris Boulevard from Cactus Avenue to Perris Valley Storm Drain Lateral "B". FUNDING: Identify TUMF, local, state and/or federal funding for each Phase of Work. PHASE TUMF LOCAL TOTAL CONSTRUCTION $5,665,000 $ 0 $5,665,000 TOTAL $5,665,000 $5,665,000 ` $5,665,000 MILESTONES — provide a list of phases and milestones for completion of the improvements and estimated dates when each is expected to be accomplished. Construction Start Date: July 2012 Estimated Completion date: April 2013 V:Users\PreprintITUMF\Moreno Valley,Perris Blvd, Cactus to PVSD Lat "B" Phase 4 118 • EXHIBIT "C" PROCEDURES FOR SUBMITTAL, CONSIDERATION AND PAYMENT OF INVOICES 1. RCTC recommends that the City incorporate Exhibit "C-1" into its contracts with any subcontractors to establish a standard method for preparation of invoices by contractors to the City and ultimately to RCTC for reimbursement of City contractor costs. 2. Each month the City shall submit an invoice for eligible Work costs incurred during the preceding month. The original invoice shall be submitted to RCTC's Executive Director with a copy to RCTC's Project Coordinator. Each invoice shall be accompanied by a cover letter in a format substantially similar to that of Exhibit "C-2". 3. Each invoice shall include documentation from each contractor used by the City for the Work, listing labor costs, subcontractor costs, and other expenses. Each invoice shall also include a monthly progress report and spreadsheets showing the hours or amounts expended by each contractor or consultant for the month and for the entire Work to date. Samples of acceptable task level documentation and progress reports are attached as Exhibits "C-4" and "C-5". All documentation from the City's contractors should be accompanied by a cover letter in a format substantially similar to that of Exhibit "C-3". 4. If the City is seeking reimbursement for direct expenses incurred by City staff for eligible Work costs, the City shall detail the same level of information for its labor and any expenses in the same level of detail as required of contractors pursuant to Exhibit "C" and its attachments. 5. Charges for each task and milestone listed in Exhibit "A" shall be listed separately in the invoice. 6. Each invoice shall include a certification signed by the City Representative or his or her designee which reads as follows: "1 hereby certify that the hours and salary rates submitted for reimbursement in this invoice are the actual hours and rates worked and paid to the consultants or contractors listed. Signed Title Date Invoice No. V:Users\PreprintITUMF\Moreno Valley,Perris Blvd, Cactus to PVSD Lat "B" Phase 4 119 7. RCTC will pay the City within 30 days after receipt by the Commission of an invoice. If RCTC disputes any portion of an invoice, payment for that portion will be withheld, without interest, pending resolution of the dispute, but the uncontested balance will be paid. 8. The final payment under this Agreement will be made only after: (i) the City has obtained a Release and Certificate of Final Payment from each contractor or consultant used on theWork; (ii) the City has executed a Release and Certificate of Final Payment; and (iii) the City has provided copies of each such Release to RCTC. V:Users\PreprintITUMFIMoreno Valley,Perris Blvd, Cactus to PVSD Lat "B" Phase 4 • 120 PLPR-TUMF-CI-0001 1 • • • Aci,__,.__, __ _____,_ ___, ,v7 n ic I, ., (-) , IT Laura Boughton, Mayor . Verne Lauritzen, Mayor Pro Tem . Micheal Goodland, Council Member . Frank Johnston, Council Member . Brad Hancock, Council Member January 27, 2012 Anne Mayer, Executive Director Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor P.O. Box 12008 Riverside, California 92502 SUBJECT: TUMF Regional Arterial Program Substitution Project Dear Anne: ;1 The Transportation Uniform Mitigation Fee (TUMF) Regional Arterial program administered by the Commission currently has the proposed new interchange at Schleisman Avenue and Interchange 15 as the top priority project for the Eastvale/Jurupa Valley area and shows it as eligible to receive funds for all phases of the project. The preliminary environmental work done by the County with Caltrans and funded under this program has identified a number of significant impacts that will not only be difficult to mitigate, but also costly to mitigate in the near term. In addition, the design and construction costs for the new interchange are more than we could expect to assemble from TUMF and other fund sources for many years. However, improvements to address traffic congestion and to provide better access to 1-15 from our area is greatly needed to mitigate the impacts from recent development, which is expected to continue in the future. The City of Jurupa Valley suggests a more realistic and effective approach in improving traffic congestion by removing the Schleisman @ 1-15 Interchange project from the TUMF Regional Arterial Program and replacing it with the Limonite @ 1-15 Interchange Improvement project as the top priority for the Eastvale/Jurupa Valley area. The Limonite interchange improvement meets the program criteria as it serves more than one jurisdiction and is an improvement identified on the TUMF Program Network developed and approved by WRCOG. It is an existing interchange. The structure can be widened to add lanes and the ramps can be modified to operate more efficiently without the need for any additional right of way. The costs for these improvements will be far less and more easily funded than a new interchange, especially in these tight economic times. Just as importantly, the environmental impacts for this project will be minimal as it is an existing interchange and the project can be implemented in a reasonable timeframe. 8304 Limonite Avenue, Suite M, Jurupa Valley, CA 92509-5183, (951) 332-6464 www.jurupavalley.org 121 The city recognizes that experienced staff is needed to oversee these projects through all phases from development through construction. The city intends to obtain these services from the County of Riverside Transportation Department. Furthermore, it is recommended that the TUMF Regional Arterial agreement with the County of Riverside for the Project Approval and Environmental Document (PA&ED) phase for the Schleisman @ 1-15 interchange project be terminated or rescinded. The City requests the Commission to amend the TUMF Regional Arterial Program to substitute the Limonite @ 1-15 interchange improvement project for the Schleisman @ 1-15 interchange project and to identify it as eligible to request up to $15.8 million (the amount currently identified in the TUMF Nexus Study) for construction of the project when the project is ready to bid assuming adequate TUMF funds are available for programming at that time. Sincerely, Roy Stephenson, P.E. City Engineer Cc: Shirley Medina, RCTC Juan Perez, County of Riverside • 8304 Limonite Avenue, Suite M, Jurupa Valley, CA 92509-5183, (951) 332-6464 www.jurupavalley.org 122 • AGENDA ITEM 9G • • • • RIVERSIDE COUNTY TRANSPORTA TION COMMISSION DATE: March 14, 2012 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Shirley Medina, Programming and Planning Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Proposition 1B State -Local Partnership Program - Formula Program Project Recommendations BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION:: This item is for the Commission to: 1) Approve programming State -Local Partnership Program (SLPP) formula funds on the following projects: Perris Valley Line, State Route 91 Corridor Improvement Project (SR -91 CIP), Interstate 215 Central widening (Scott Road to Nuevo Road), and Foothill Parkway; and 2) Authorize the Executive Director to determine the appropriate programming amount for each project. BACKGROUND INFORMATION: The Highway Safety, Traffic Reduction, Air Quality, and Port Security Bond Act of 2006, approved by the voters as Proposition 1B on November 7, 2006, authorized $ 1 billion to be deposited in the SLPP account. The California Transportation Commission (CTC) is responsible for administering and allocating these funds over a five-year period between 2009 and 2013. The funds are divided among two programs - competitive and formula. The competitive grant program is a discretionary program, and projects are submitted by local agencies directly to the CTC for selection. For the formula program, the CTC determines a funding share for each eligible applicant with a voter -approved tax or toll that was approved prior to the adoption of the funding. Therefore, the Commission is the eligible applicant for programming SLPP formula funding share in Riverside County. SLPP guidelines require formula funds to be matched on 50-50 basis (match must be Measure A funds) and used for the construction phase only. The Commission previously programmed SLPP funding for the 74/215 interchange project, but subsequently replaced the SLPP funds with federal stimulus funds since bonds were not being sold due to unfavorable market conditions. Over the last couple of years, Proposition 1B bond sales continued to be infrequent and unreliable. Agenda Item 9G 123 Therefore, staff programmed other reliable fund sources, such as federal fund sources, so that projects were not delayed due to the uncertainty of bond sales. CTC guidelines also allowed regions to carryover unprogrammed balances from year to year until the fifth or last year of the program, which is FY 2012/13. To date, the Commission's SLPP programming balance is $42,294,000. In following the Commission's direction to fund construction ready projects that the Commission previously committed to, such as projects identified in the Measure A 10 -year Western Riverside County Highway Delivery Plan (Delivery Plan), Grade Separation program, or Transportation Uniform Mitigation Fee (TUMF) Regional Arterial program, staff is recommending the following projects for SLPP formula programming: • Perris Valley Line (Measure A); • SR -91 CIP (Measure A); • 1-21 5 Central widening from Scott to Nuevo (Measure A); and • Foothill Parkway (TUMF Regional Arterial). The first three projects have sufficient Measure A funds programmed to meet the match requirements and also meet the project readiness criteria based on the ability to request the construction allocation by the CTC's June 2013 meeting. Foothill Parkway in the city of Corona is a TUMF Regional Arterial project. There are insufficient funds available to fund the project with TUMF Regional Arterial funds; however, the project also qualifies for Western County Measure A Regional Arterial funds. In order to program SLPP funding on the Foothill Parkway project, Measure A funds would be used as match and would replace TUMF funds. Measure A programming for the Foothill Parkway will be brought back to the Commission for approval at a future meeting. Staff will also be meeting with the county of Riverside and the Coachella Valley Association of Governments to review eligible projects for SLPP funds located in the Coachella Valley. In addition, staff will be monitoring other fund sources and programs as they may have an impact on current funding plans, such as the 2012 State Transportation Improvement Program (STIP) and Proposition 1B Corridor Mobility Improvement Account (CMIA) funds. Therefore, staff is requesting that the Commission approve the above projects for programming and authorize the Executive Director to determine the appropriate programming amount for each project within the next few months as more information becomes available regarding the 2012 STIP adoption estimated to occur by April, and the next cycle of CMIA programming anticipated in June 2012. Staff will report on the SLPP project programming amounts at a future meeting as well as the resulting financial impact regarding the receipt of any SLPP funds. Agenda Item 9G • • 124 • AGENDA ITEM 9H • • • • • RIVERSIDE COUNTY TRANSPORTA TION COMMISSION DATE: March 14, 2012 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Shirley Medina, Programming and Planning Manager Theresia Trevino, Chief Financial Officer THROUGH: Anne Mayer, Executive Director SUBJECT: Measure A Local Streets and Roads Five -Year Capital Improvement Plan for the City of Jurupa Valley BUDGET AND IMPLEMENTA TION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to approve the city of Jurupa Valley's FYs 2012-16 Measure A Five -Year Capital Improvement Plan (CIP) for Local Streets and Roads. BACKGROUND INFORMATION: Measure A Local Streets and Roads funds are available to local agencies that meet the following requirements: 1) participation in the Coachella Valley Association of Governments or Western Riverside Council of Governments (WRCOG) Transportation Uniform Mitigation Fee (TUMF) program; 2) participation in the Multiple Species Habitat Conservation Plan (MSHCP) administered by the Western Riverside County Regional Conversation Authority (RCA); 3) submission of Five - Year CIP for Commission approval detailing how the funds are to be expended; and 4) submittal to the Commission of an annual certification of maintenance of effort (MOE) and associated documentation. Jurupa Valley has submitted its FYs 2012-16 Measure A Five -Year CIP consisting of programs eligible to receive Measure A funding. Jurupa Valley has also received confirmation from WRCOG and RCA that it is a participant in the Western County TUMF and MSHCP programs, respectively. Staff has reviewed these confirmations. Regarding Jurupa Valley's MOE certification, the MOE guidelines established for the 2009 Measure A Local Streets and Roads program allow local agencies that incorporate after July 1, 2009, an additional three years after incorporation to determine the MOE base year. Once the MOE base year is established newly incorporated cities will be required to submit the annual MOE certification along with its CIP submittal. Agenda Item 9H 125 Staff recommends that the Commission approve the city of Jurupa Valley's Five - Year CIP, which is attached. Measure A Local Streets and Roads payments will be disbursed to the city of Jurupa Valley following the Commission's approval of the CIP. Attachments: Jurupa Valley's FYs 2012-16 Measure A Five -Year CIP Agenda Item 9H • • 126 RIVERSIDE COUNTY TRANSPORTATION COMMISSION MEASURE "A" LOCAL FUNDS PROGRAM CITY OF JURUPA VALLEY MEASURE "A" LOCAL STREETS AND ROADS FIVE-YEAR CAPITAL IMPROVEMENT PLAN (CIP) FY 2011/2012 - 2015/2016 ADOPTED JANUARY 24, 2012 127 • RIVERSIDE COUNTY TRANSPORTATION COMMISSION MEASURE A LOCAL FUNDS PROGRAM FY 2011 - 2012 Agency: City of Jurupa Valley Date: December 2011 Adopted: January 24, 2012 2011.1 Camino Real Pavemen' Linares Ave to 270' N/o`` Rehabilitation Black Hills Dr (83001F) $200,000 per year $200,000 2011.2 Limonite Avenue Pavement Wineville Ave to Etiwanda Rehabilitation Ave(5200LF) $624,000 20 11.3 Annual Miscellaneous S improvements Program Various Locations Citywide 100,000 per year 2011.4 Annual Roadway Safety and Various Locations Citywide $100,000 per Traffic Improvement Program year 2011.5 Annual Miscellaneous Street Various Locations Citywide Maintenance Program $100,000 per year $624,000 $100,000 $100,000 $100,000 2011.6 8% Overhead/ Administration Inter -fund 8% Transfer per Measure A 8% per year Administrative Inter -Fund Transfer $9.0,000 TOT BUDGET= $1,214,000 128 RIVERSIDE COUNTY TRANSPORTATION COMMISSION MEASURE A LOCAL FUNDS PROGRAM FY 2012 - 2013 Agency: City of Jurupa Valley Date: December 2011 Adopted: January 24, 2012 2012.1 Camino Real Paver rent Linares Ave to 270' N/o Rehabilitation Black Hills Dr (8300LF) $200,000 per year $200,000 2012.2 Felspar Street Pavement Jurupa Rd to Bellgrave Ave Rehabilitation (S300LF) $564,000 $564,000 2012.3 Annual Miscellaneous Street Various Locations Citywide Improvements Program $120,000 per year $120,000 2012.4 Annual Roadway Safety and Various Locations Citywide $120,000 per Traffic Improvement Program year $120,000 2012.5 Annual Miscellaneous Street Various Locations Citywide Maintenance Program $120,000 per year $120,000 2012.6 8% Overhead( Administration Inter -fund 8% Transfer per Measure A Administrative Inter -Fund Transfer $90,000 TOT € UDGET = $1,214,000 • 129 • • • RIVERSIDE COUNTY TRANSPORTATION COMMISSION MEASURE A LOCAL FUNDS PROGRAM FY 2013 - 2014 Agency: City ofJurupa Valley Date: December 2011 Adopted: January 24, 2012 no't eal Pavement Rehabilitation 2013,1 Bain Street Pavemen Rehabilitation 2013.12 Pacific Avenue Pavement Rehabilitation lBlares Ave to 270' N/o Black Hills Dr (8300LF) $200,000 per year 54th St to Beilgrave Ave (5400LF) 45th St to Mission Ave (4100LF) $260,000 $304,000 2013:3 Annual Miscellaneous Street Various Locations Citywide Improvements Program $120,000 per year 2013.4 Annual Roadway Safety and Various Locations Citywide $120,000 per Traffic Improvement Program 2013.5 Annual Mlscellaneous Stree Maintenance Program year Various Locations Citywide $120,000 per year 2013.6 8% Overhead/ Administration Inter -fund 8% Transfer per Measure A Administrative Inter -Fund Transfer $ 200,000 $260,000 $304,000 $12Q000 $120,000 $120,000 $90,000 TOT BUDGET = $1,214,000 130 RIVERSIDE COUNTY TRANSPORTATION COMMISSION MEASUREA LOCAL FUNDS PROGRAM FY 2014 - 2015 Agency: City of Jurupa Valley Date: December 2011 Adopted: January 24, 2012 2014.1 Camino Real Pavement Rehabilitation $200,000 Linares Ave to 270` N/o Black Hills Dr (8300LF) $200,000 per year 2014.2 Country Village Road Pavement SR -60 to North City Limit (530015) Rehabilitation $745,000 $ 94,000 2014.3 Rutile Street and Galena Road Rutile St, Jurupa Rd to Van Pavement Rehabilitation Buren Blvd and Galena St $470,000 1100' W/o Rutile to Rutile $470,000 2014.4 Annual Miscellaneous Street Various Locations Citywide $120,000 per Improvements Program year $120,000 2014.5 Annual Roadvray Safety and Traffic Improvement Program Various Locations City ide $120,000 per year $120,000 2014.6` Annual Miscellaneous Street .` Various Locations Citywide Maintenance Program 120,000 per year $120,000 2014.7 R% Overhead/ Administration Inter -fund 8% Transfer per Measure A Administrative Inter -Fund Transfer $90,0( TOT BUDGET = $1,214,000 • 131 • • • RIVERSIDE COUNTY TRANSPORTATION COMMISSION MEASURE A LOCAL FUNDS PROGRAM FY 2015 - 2016 Agency: City of Jurupa Valley Date: December 2011 Adopted: January 24, 2012 2015.1 Camino Real Pavement Linares Ave to 270' N/o Black Hills Dr (83001F) Rehabilitation $200,000 per year 2015.2 Country Village Road Pavement SR -60 to North City Limit Rehabilitation (53001F) $ 745,000 2015.3 Rubidoux Boulevard Pavement Mission Blvd to SR -60 EB On - Rehabilitation ramp (3100LF) $ 372,000 2015.4 Annual Miscellaneous Street Improvements Program ti arious Locations Citywide $120,000 per year, 2015.5 Annual Roadway Safety and Various locations Citywide $120000 per Traffic Improvement Program year 2015.6 Annual Miscellaneous Street Various Locations Citywide Maintenance Program 2015,7 8% Overhead/ Administration Inter -fund 8% Transfer per Measure A Administrative in $120,000 per year $ 200,000 $402,000 $162,000 $120,000 $120,000 $120,000 $90,000 132 • AGENDA ITEM 91 • • • • RIVERSIDE COUNTY TRANSPORTA TION COMMISSION DATE: March 14, 2012 TO: Riverside County Transportation Commission FROM: Rail Track Rights Ad Hoc Committee Edda Rosso, Capital Projects Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Agreement with Union Pacific Railroad for Construction, Operation and Maintenance of the Marlborough Connection RAIL TRACK RIGHTS AD HOC COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Approve Agreement No. 12-33-063-00, with Union Pacific Railroad (UP) for construction, operation and maintenance of the Marlborough connection between the UP's Riverside Industrial Lead (UPRIL) and the San Jacinto Branch Line (SJBL); and 2) Authorize the Chair, pursuant to legal counsel review, to execute the agreement on behalf of the Commission. BACKGROUND INFORMATION: The intersection of the UP rail line and the BNSF Railway (BNSF) rail line immediately south of Interstate 10, east of South Rancho Avenue and west of South La Cadena Drive in the city of Colton (Colton), is generally referred to as the Colton Crossing. UP, BNSF, and the San Bernardino Associated Governments (SANBAG) have executed a construction and maintenance agreement to construct a grade separation to elevate the UP mainline tracks and permit trains traveling on the BNSF tracks to pass beneath the UP tracks at the Colton Crossing without conflict of movement. Separate from but related to the Colton Crossing project, UP, BNSF, SANBAG, and Colton executed a memorandum of understanding (MOU) related to the Colton Crossing rail grade separation project. The MOU describes several projects related to rail improvements of interest to Colton and SANBAG. The MOU notes that SANBAG, with the Commission as a partner, is considering widening the 1-215 freeway from the Riverside County line to the 1-10 freeway in order to accommodate an additional lane in each direction (1-215 widening project). The 1-215 widening project requires modifications to structures that accommodate the crossing of rail lines and the freeway, including the segment of UPRIL rail line that Agenda Item 91 133 crosses the 1-21 5 freeway. To reduce the cost of the 1-21 5 widening project, UP agreed to abandon the segment of the UPRIL rail line that crosses the 1-215 freeway if a new connection from the Commission's SJBL and the southern portion of the UPRIL line were built to serve UP's freight customers located along the portion of the UPRIL south of the SJBL. The cost for the removal of the structure over 1-215 will be part of the 1-215 widening project costs. The removal of the tracks and ballast will be performed by UP forces. This agreement defines the terms and conditions for the construction, operation, and maintenance of the new connection track and associated trackwork to tie it into the UPRIL and the SJBL, to include the grade crossing on Marlborough Avenue. Also included in this agreement, the Commission will grant to UP a non- exclusive license over and across the SJBL between UPRIL and Highgrove for the construction and use of the connection and operation of freight rail on the SJBL for freight rail purposes. It is expressly understood that this agreement does not in any way grant or convey any permanent easement, lease, fee, or other interest in the SJBL to UP, but the Commission acknowledges that revocation of UP's right to operate on the project track may require approval by the Surface Transportation Board. The UP license is limited to the SJBL north of the UPRIL, and UP shall have no rights under this Agreement to operate freight rail on the SJBL south of the UPRIL. UP also grants the Commission a non-exclusive license for maintenance over and across the UPRIL. At no cost to the Commission, UP will construct the connection and will be responsible for maintenance of the track and grade crossing surfaces built or installed as part of the project, and UP shall maintain all such improvements that are part of the project at its sole cost until such time as the Commission's contractor commences construction of improvements on the San Jacinto Subdivision for Perris Valley Line service. Attachments: 1) UP Agreement 2) UPRIL Abandonment Map Agenda Item 91 • • 134 • 2-15-12 RCTC Draft CONSTRUCTION, OPERATION, AND MAINTENANCE AGREEMENT RELATED TO THE NEW CONNECTION PROJECT BETWEEN UNION PACIFIC RAILROAD'S RIVERSIDE INDUSTRIAL LEAD AND THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION'S SAN JACINTO SUBDIVISION This Construction, Operation, and Maintenance Agreement ("Agreement") is made and entered into as of , 2012 by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("RCTC") and UNION PACIFIC RAILROAD COMPANY, a Delaware Corporation ("UPRR"). RCTC and UPRR are sometimes referred to herein individually as a "Party" and collectively as "Parties". RECITALS A. The intersection of the UPRR rail line and the BNSF Railway Company ("BNSF") rail line immediately south of Interstate 10, east of South Rancho Avenue and west of South La Cadena Drive in the City of Colton, is generally referred to as the Colton Crossing. UPRR, BNSF, and the San Bernardino Associated Governments ("SANBAG") have executed a construction and maintenance agreement dated June 1, 2011 to construct a grade separation to elevate the UPRR mainline tracks and permit trains traveling on the BNSF tracks to pass beneath the UPRR tracks at the Colton Crossing without conflict of movement (the "Colton Crossing Project"). B. Separate from but related to the Colton Crossing Project, on May 4, 2010, UPRR, BNSF, SANBAG, and the City of Colton ("CITY") executed a Memorandum of Understanding Related to the Colton Crossing Railgrade Separation Project (the "MOU"). The MOU describes several projects related to rail improvements of interest to the CITY and SANBAG. The MOU notes that SANBAG is considering widening the 1-215 freeway from the Riverside County Line to the Interstate 10 freeway in order to accommodate an additional lane in each direction (the "1-215 Widening Project"). The 1-215 Widening Project requires modifications to structures that accommodate the crossing of rail lines and the freeway, including the segment of UPRR's Riverside Industrial Lead rail line that crosses the 1-215 freeway. To reduce the cost of the 1-215 Widening Project, UPRR agreed to abandon the segment of the Riverside Industrial Lead rail line that crosses the 1-215 freeway if a new connection from the RCTC's San Jacinto Subdivision and the southern portion of the Riverside Industrial Lead line were built to serve UPRR's freight customers located along the portion of the Riverside Industrial Lead south of the San Jacinto Subdivision. As used in this Agreement, the term "Project" refers to 1) the new connection track and associated trackwork to tie it into the Riverside Industrial Lead and San Jacinto Subdivision; 2) removal of the diamond located where the Riverside Industrial 17336.00600\7226825 6 Page 1 of 15 135 Lead and San Jacinto Subdivision cross at grade; 3) signal work associated with changes to the grade crossings on Marlborough Avenue. C. UPRR, BNSF, SANBAG, and the CITY formalized their obligations related to the Project in a Funding Agreement Related to the Colton Crossing Rai►grade Separation Project dated October 5, 2011. UPRR and BNSF have executed a haulage agreement dated under which BNSF will operate over the Project track to serve UPRR's customers on the Riverside Industrial Lead located south of the San Jacinto Subdivision. UPRR and BNSF have also executed a trackage rights agreement dated that grants UPRR rights to operate over a portion of the San Jacinto Subdivision in order for UPRR to access the Project tracks. D. RCTC owns in fee the railroad right of way described in the MOU as the San Jacinto Subdivision and commonly referred to as ROTC's San Jacinto Subdivision (the "San Jacinto Subdivision"). The portion of the San Jacinto Subdivision where the Project will be constructed is more specifically described in Exhibit "A". E. On October 30, 1992, RCTC and BNSF's predecessor -in -interest, the Atchison, Topeka and Santa Fe Railway Company ("Santa Fe") entered into a Shared Use Agreement for the San Jacinto Subdivision ("SUA"), and on March 29, 1993, RCTC and Santa Fe executed a Correction Grant Deed and Grant of Easement for the San Jacinto Subdivision, which Santa Fe and RCTC recorded with the County Recorder for Riverside County. A copy of the SUA is attached hereto as Exhibit "B" and a copy of the Correction Grant Deed is attached hereto as Exhibit "C". F. RCTC and BNSF are currently negotiating a proposed Perris Valley Line Agreement ("PVL Agreement"), which will govern operations of commuter service on the San Jacinto Subdivision for RCTC's proposed Perris Valley Line for commuter service from Perris to Riverside on the San Jacinto Subdivision and San Bernardino Subdivision, and which will amend the SUA in certain respects. G. RCTC and UPRR now desire to execute this Agreement to describe the terms and conditions for the construction, operation, and maintenance of the Project. NOW, THEREFORE, the Parties agree as follows: AGREEMENT 1. Incorporation of Recitals. The recitals set forth above are incorporated herein by this reference. 2. License - General Grant. Subject to the terms and conditions of this Agreement, RCTC hereby grants to UPRR a non-exclusive license over and Page 2 of 15 • • 17336.00600\7226825.6 136 across the San Jacinto Subdivision between UPRR's Riverside Industrial Lead and Highgrove, as shown in Exhibit "A", for the construction and use of the Project and operation of freight rail on the San Jacinto Subdivision for freight rail purposes (the "UPRR License"). [Why does RCTC need to acknowledge and approve the Recital B agreements?] It is expressly understood that this Agreement does not in any way grant or convey any permanent easement, lease, fee, or other interest in the San Jacinto Subdivision to UPRR, but RCTC acknowledges that revocation of UPRR's right to operate on the Project track may require approval by the Surface Transportation Board ("STB"). Commencement of passenger operations for the Perris Valley Line on the San Jacinto Subdivision will not limit UPRR's rights to use the Project for freight railroad purposes under this Agreement, provided that UPRR complies with all requirements of this Agreement. The UPRR License is limited to the San Jacinto Subdivision north of the Riverside Industrial Lead, and UPRR shall have no rights under this Agreement to operate freight rail on the San Jacinto Subdivision south of the Riverside Industrial Lead. UPRR also grants RCTC a non-exclusive license for maintenance over and across the Riverside Industrial Lead, as set forth in Section 5 herein. 2.1 As a condition for the grant of the license as set forth above, UPRR will obtain a written grant of rights from BNSF for the use of BNSF's Reserve Rail Freight Easement over the San Jacinto Subdivision, wherein BNSF declares that UPRR is and will hereinafter be considered a "Santa Fe Party" as defined in the SUA for purposes of operating freight rail service on the San Jacinto Subdivision between the Riverside Industrial Lead and the end of the San Jacinto Subdivision at Highgrove. 2.2 As a further condition for the grant of the license as set forth above, UPRR will and hereby does assume, and agrees to be bound by, all terms of the SUA and the Reserved Rail Freight Easement in UPRR's operation on the San Jacinto Subdivision, and UPRR will further assume and agrees to bound by all of the terms of any amendments to the SUA that RCTC and BNSF may agree to in the future, all only to the extent that the terms of the SUA and any amendments to it apply to UPRR as a "Santa Fe Party." 3. Use. UPRR may use the San Jacinto Subdivision solely for the purposes set forth in Section 2 above. UPRR will make no other use of the San Jacinto Subdivision without RCTC's prior written approval. 4. Construction of Project. 4.1 At no cost to RCTC, UPRR will construct the Project in a good and workmanlike manner and according to the design, plans, and specifications that have been provided by RCTC and which are attached as Exhibit "D". The scope of work will include all necessary grading and paving; provision of suitable drainage; and removal of trash and debris after construction is completed. UPRR may use its own forces or a contractor to perform the work. UPRR will 17336.00600\7226825.6 Page 3 of 15 137 own all improvements installed as part of the Project that are constructed on UPRR's Riverside Industrial Lead. RCTC will own all improvements installed as part of the Project that are constructed on the San Jacinto Subdivision. UPRR will complete all construction of the Project by December 31, 2012. In the event UPRR does not complete all construction of the Project by this date, then UPRR agrees to pay RCTC for the cost of any resulting delays to RCTC's contractor for the construction of improvements on the San Jacinto Subdivision for the Perris Valley Line, and UPRR agrees to defend and indemnify RCTC against any claim of delay that may be made by RCTC's contractor. 4.2 UPRR will perform all work at times and in a manner to avoid unreasonable interference with the operation of RCTC and its Operator, which is at present Southern California Regional Rail Authority ("SCRRA"), or BNSF trains. For purposes of this Agreement, "Operator"shall have the same meaning as is set forth in Section 1.33 of the SUA. UPRR shall not perform work at any times that would otherwise hinder BNSF from providing "Quality Rail Freight Service", as this term is defined in Section 1.39 of the SUA. The Parties will work together and with BNSF in good faith regarding any requests for work windows during which train operations may be limited. 4.3 UPRR will supervise and inspect the activities of any contractors working under its direction to ensure that all contractor work is done in compliance with the terms of this Agreement. 4.4 Within thirty (30) days after completion of construction, UPRR will provide written notice to BNSF and RCTC of the completion of the Project. Within a reasonable time after UPRR issues the notice of completion, UPRR, RCTC, SCRRA and BNSF will conduct a joint inspection of the Project at a mutually agreeable time. UPRR will resolve all punch list action items needing correction, repair, or replacement within sixty (60) days of the date of the joint inspection or upon such other schedule as agreed in writing among the Parties at the time of inspection. RCTC will issue a certificate of final acceptance within thirty (30) days after the joint inspection or after UPRR has corrected all punch list items, whichever is later. 4.5 UPRR is self -insured for any liability it may incur in relation to construction of the Project, as set forth in the letter attached as Exhibit "E". UPRR will require any contractor that it hires to work on construction of the Project to include RCTC as an indemnified party and additional insured under any insurance that UPRR requires in its contract with the contractor. 4.6 RCTC will have the right, in its reasonable discretion, to ask for any UPRR employee or contractor working on construction of the Project to be removed from the San Jacinto Subdivision on the grounds of incompetence, neglect of duty, unsafe conduct, or misconduct. If there is a dispute about such a request, RCTC may order all work to stop work on the Project until the matter has been resolved to RCTC's reasonable satisfaction. Page 4 of 15 • 17336.00600\7226825.6 138 • • • 4.7 RCTC will have the right, in its reasonable discretion, to stop construction of the Project if either of the following occur: (i) construction work is performed in a manner contrary to the plans set forth in Exhibit D; or (ii) construction work is performed in a manner that is unreasonably hazardous to the San Jacinto Subdivision or any persons residing in the area of the Project or the safe and timely movement of railroad traffic. The work stoppage will continue until all necessary actions are taken to rectify the situation to the reasonable satisfaction of RCTC. No such work stoppage under this provision will give rise to any liability on the part of RCTC. RCTC's right to stop construction is in addition to any other rights RCTC may have under this Agreement or any other agreement named herein. 5. Maintenance. 5.1 Beginning on the date of the notice of completion described in Section 4.4, UPRR will be responsible for maintenance of the track and grade crossing surfaces built or installed as part of the Project, and UPRR shall maintain all such improvements that are part of the Project at its sole cost until such time as RCTC's contractor commences construction of improvements on the San Jacinto Subdivision for Perris Valley Line service. RCTC shall provide notice to UPRR at such time as RCTC issues its contractor a Notice to Proceed with the construction of improvements on the San Jacinto Subdivision for Perris Valley Line service, and RCTC and its Operator shall assume responsibility for the maintenance of the track and grade crossing surfaces built or installed as part of the Project on both the San Jacinto Subdivision and Riverside Industrial Lead 45 days after RCTC provides such notice to UPRR. UPRR shall reimburse RCTC for all costs of maintenance of the Project at such time as RCTC assumes the maintenance obligations of same. 5.2 UPRR shall grant RCTC and its Operator a non-exclusive license to enter upon the Riverside Industrial Lead for the purpose of maintaining all track and grade crossing facilities that are a part of the Project at such time as RCTC and its Operator are ready to assume maintenance responsibilities for the Project (the "RCTC License"). RCTC and its Operator shall have the right to enter upon the Riverside Industrial Lead pursuant to the RCTC License for the purpose of maintenance upon giving reasonable notice to UPRR. UPRR may terminate this RCTC License only if the UPRR License on the San Jacinto Subdivision is terminated pursuant to this Agreement. 5.3 Beginning on the date of the notice of completion described in Section 4.4, UPRR will pay the incremental cost of maintaining the additional warning devices installed at the Marlborough Avenue grade crossing that are built or installed as part of the Project 5.4 No signals will be installed as part of the Project. At such time when RCTC installs signals to support passenger operations on the San Jacinto Subdivision, RCTC will assume all signal maintenance costs and responsibilities. 17336.00600\7226825.6 Page 5 of 15 139 UPRR will pay the incremental cost, if any, for maintaining signals whose installation are required because of the presence of the Project tracks. 6. Liens. Except as may result from an act or omission of RCTC related to Project, UPRR shall not permit to be placed against the San Jacinto Subdivision , or any part thereof, any design professional's, mechanic's, materialmen's, contractor's, or subcontractor's liens with regard to UPRR's actions upon Rail Corridor. UPRR agrees to hold RCTC harmless for any loss or expense, including reasonable attorneys' fees and costs, arising from any such liens which might be filed against the San Jacinto Subdivision or any portion thereof. 7. Indemnification. Each Party shall indemnify, defend, and hold harmless the other Party and its boards, officers, agents, employees, assigns, and successors in interest from and against all fines, claims, lawsuits, judgments, awards, liabilities, losses, damages, and expenses, including but not limited to attorney fees (both in-house and outside counsel) and costs (including all actual litigation costs incurred by the indemnified party, including but not limited to costs of experts and consultants) (collectively "Claims") for injury or death to all persons, including a Party's employees and representatives, and for loss or damage to property belonging to any person or entity, including the Parties, occurring by reason of any acts or omissions of the indemnifying Party or others acting in its behalf in connection with activities performed under the terms of this Agreement. To the extent that they may lawfully do so, and as among the Parties only, each Party waives any and all defenses under industrial insurance acts, workers compensation acts, and the California Tort Claims Act to so indemnify the other Party. 8. Compliance with Laws/Permits. UPRR will obtain any permits required for construction of the Project and conduct all of its activities on the Rail Corridor in compliance with all applicable federal, state, and local laws. 9. Inspection. RCTC and its representatives, employees, agents, or independent contractors may enter and inspect the Project at reasonable times and upon reasonable notice to UPRR to verify UPRR's compliance with the terms and conditions of this Agreement. 10. Term. This Agreement will commence on the date first written above and continue in effect unless terminated for cause or as otherwise provided in this Section. Notwithstanding any other provision of this Agreement, UPRR reserves the exclusive right, exercisable at any time without the concurrence of RCTC, to abandon the Project track by giving six months prior written notice to RCTC and applying to secure all necessary governmental authority for such an abandonment. Upon receiving a notice of abandonment from UPRR, RCTC may elect to purchase all or part of the Project trackage on the Riverside Industrial Lead from UPRR at salvage value. If RCTC has not exercised its option to purchase the trackage Riverside Industrial Lead by the date that UPRR receives the necessary governmental authority to abandon the tracks, UPRR may, without Page 6ofl5 • • 17336.00600\7226825.6 140 • • further notice, remove such tracks and dispose of it, provided the UPRR will not remove any trackage that is located on the San Jacinto Subdivision, which tracks will be owned by RCTC. RCTC acknowledges that termination of this Agreement may not terminate UPRR's right to operate over the Project track without an order from the STB authorizing abandonment of freight service on the Project track and that portion of the Riverside Industrial Lead located south of the Project tracks. 11. Miscellaneous. 11.1 Governing Law. Except on subjects preempted by federal law, this Agreement will be governed by and construed in accordance with the laws of the State of California. Nothing herein is meant to be or will be interpreted to be a waiver of principles of legal preemption or preclusion that may apply to UPRR because of its status as common carriers regulated by the federal government; provided, however, that UPRR will not in any way use such status to reduce, alter, or eliminate their contractual obligations provided for in this agreement except as required by law. 11.2 Severability. If any clause or provision of this Agreement is illegal, invalid, or unenforceable under applicable present or future laws, then it is the intention of the parties that the remainder of the Agreement will not be affected but shall remain in full force and effect. 11.3 Relationship of the Parties. Each Party is and will at all times be and remain independent from the other Party and will not be deemed an agent or fiduciary of the other Party. Nothing contained herein will have the effect of creating a trust, joint venture, or partnership between or among the Parties. Neither Party has any right or power to obligate or bind the other Party in any manner whatsoever. This Agreement is not intended and shall not be construed to create any beneficiary rights in any individual or entity not a party hereto. 11.4 Notices. Any communication, notice, or demand of any kind whatsoever which any Party may be required or may desire to give to or serve upon another must be in writing and delivered by personal service (including express or courier service) or by registered or certified mail, postage prepaid, return receipt requested, addressed as follows: If to RCTC: If to UPRR: 17336.00600\7226825.6 Riverside County Transportation Commission Attn: Anne Mayer, Executive Director 4080 Lemon Street, Third Floor Riverside, California 92502-7141 Telephone: (951) 787-7141 Executive Vice President — Operations Union Pacific Railroad Company 1400 Douglas Street Page 7of15 141 Omaha, NE 68179 Telephone: (402) 544-5000 With a copy to: General Manager Joint Facilities Union Pacific Railroad Company 1400 Douglas Street Omaha, NE 68179 Telephone: (402) 544-5000 David Pickett General Attorney Union Pacific Railroad Company 10031 Foothills Boulevard Roseville, CA 95747 Telephone: (916) 789-6400 11.5 Waivers. Any waiver, modification, consent, or acquiescence with respect to any provision of this Agreement must be set forth in writing and duly executed by or on behalf of the Party to be bound thereby. No waiver by any Party of any breach hereunder will be deemed a waiver of any other or subsequent breach. 11.6 No Presumption Against Drafting Party. This Agreement and the provisions contained therein will not be construed or interpreted for or against any Party because that Party drafted or caused its legal representative to draft any of the agreement's provisions. 11.7 Assignment. This Agreement will be binding upon and inure to the benefit of each of the Parties and to their respective transferees, successors, and assigns. Except as otherwise provided in this Agreement, no Party may assign its rights or obligations under this Agreement to a third party without the written consent of the other Parties, except where assignment occurs as a result of a sale or transfer of all or substantially all of a Party's assets pursuant to merger, sale, consolidation, combination, or order or decree of governmental authority. 11.8 Attorneys' Fees. In the event of any litigation involving the Parties to enforce any provision of this Agreement, to enforce any remedy available upon default under this Agreement, or to seek a declaration of the rights of any party under this Agreement, the prevailing party will be entitled to recover from the other such attorneys' fees and costs as may be reasonably incurred. The provisions of this Section will survive the entry of any judgment, and will not merge, or be deemed to have merged, into any judgment. 17336.00600\7226825.6 Page 8 of 15 142 • • • 11.9 No Third Party Beneficiaries. Enforcement of the terms of this Agreement is reserved to the Parties, and nothing contained in this Agreement provides any claim or right of action for enforcement to any other party. 11.10 Conflicts. To the extent that the provisions of this Agreement conflict with any prior agreement between any of the Parties with respect to the design, funding, right of way, or construction of the Improvements, the provisions of this Agreement will control. 11.11 Amendments. This Agreement cannot be modified or amended in any way except in writing, signed by the parties hereto. 11.12 Counterparts. This Agreement may be executed in one or more counterparts, each of which when so executed will be deemed an original, but all of which taken together will constitute one and the same instrument. IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first written above. • RIVERSIDE COUNTY UNION PACIFIC RAILROAD TRANSPORTATION COMMISSION COMPANY By: By: Anne Mayer Executive Director APPROVED AS TO FORM: By: Best Best & Krieger LLP Counsel to the Riverside County Transportation Commission NAME TITLE APPROVED AS TO FORM: By: David M. Pickett General Attorney Union Pacific Railroad Company 17336.00600\7226825.6 Page 9 of 15 143 • • Page 10 of 15 17336.00600\7226825.6 144 • 17336.00600\7226825.6 EXHIBIT "A" DESCRIPTION OF RAIL CORRIDOR Exhibit A 145 17336.00600\7226825 6 EXHIBIT "B" SHARED USE AGREEMENT [to be inserted] Exhibit B 146 • • • 17336.00600\7226825 6 EXHIBIT "C" CORRECTION GRANT DEED Exhibit C 147 17336 00600\7226825.6 EXHIBIT "D" SCOPE OF WORK Exhibit C 148 • • • • 17336.00600\7226825.6 EXHIBIT "E" LETTER OF SELF-INSURANCE Exhibit C 149 ATTACHMENT WEST COLTON WEST COLTON RADIO Legend COLTON TOWER GRAND TERRACE BEGIN ABANDONMENT MP 544.56 END ABANDONMENT MP 545.83 UPRR TO BE ABANDONED ® OTHER UPRR LINES - OTHER RAILROADS -13 PRINCIPAL HIGHWAYS OTHER ROADS STRUCTURES Q: lab andonmen tsiab33_296x_riversideindi. mxd BRIDGE NO. COLTON BEGIN ABANDONMENT MP 540.15 IOWA AVENUE RI ERSIDE END ABANDONMENT MP 543.88 BRIDGE TYPE 25 -SPAN TIMBER PILE TRESTLE OPEN DECK (TSTOD) 540.24 13 - PRESTRESSED CONCRETE BOX (PCB) 9- SPAN TIMBER PILE TRESTLE OPEN DECK (TSTOD) 541.5 4- SPAN THROUGH PLATE GIRDER (TPG) 1- TIMBER STRINGERS (TST) 1- RAIL TOP TOTAL LENGTH DATE 893.56 1980 258 1959 23.17 189S 10 1908 RIVERSIDE INDUSTRIAL LEAD MP 640.15 TO MP 543.88 - MP 544,56 TO MP 645.83 2.73 MILES IN RIVERSIDE COUNTY AND 2.27 MILES IN SAN BERNARDINO COUNTY TOTAL OF 5 MILES IN CALIFORNIA UNION PACIFIC RAILROAD CO. RIVERSIDE INDUSTRIAL LEAD CALIFORNIA 0 0.5 2 Miles • AGENDA ITEM 9J • • • • • RIVERSIDE COUNTY TRANSPORTA TION COMMISSION DATE: March 14, 2012 TO: Riverside County Transportation Commission FROM: Western Riverside County Programs and Projects Committee Henry Nickel, Staff Analyst Sheldon Peterson, Rail Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Amendment to Commission's Fiscal Year 2007/08 and Fiscal Year 2011/12 Rail Program Short Range Transit Plan WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Amend the Commission's Commuter Rail Program FY 2011/12 Short Range Transit Plan (SRTP) to reflect the allocation of $10 million in Federal Transit Administration (FTA) Section 5309 program funds to the Commuter Rail State of Good Repair project; and 2) Amend the Commission's Commuter Rail Program FY 2007/08 SRTP to reflect deobligation of $123,131 in Local Transportation Fund (LTF) funds from the Commission Station Capital Improvement Program. BACKGROUND INFORMATION: The SRTPs include plans for the Commission's Regional Commuter Rail Program and provide detailed information about existing services and facilities, financial forecasts and plans, as well as planned and proposed improvements to be implemented. The Commission oversees transit service in Riverside County primarily through the approval of SRTPs that detail the operating and capital costs planned for transit services. Each operator adopts such a plan and then provides data to the Commission on performance. As SRTPs are based upon estimates of future projects, it is necessary to subsequently amend this document upon completion or changes to specified projects and circumstances. The Rail Program is thus requesting amendments to its FY 2007/08 and FY 2011/12 Commuter Rail SRTPs in order to: • Use federal and state grant funds to preserve local funds; • Protect lapsing grant funds; and • Cleanup unused funds through deobligation. Agenda Item 9J 151 FY 2011/12 SRTP Proposed Amendment The Commission maintains a total of $10 million in prior year unobligated federal Section 5309 funds. The Rail Program is now requesting amendment of the Commuter Rail Program's FY 2011/12 SRTP and allocation of these funds to the Commission Commuter Rail State of Good Repair project. The project will facilitate rehabilitation of Commission Commuter Rail assets and facilities in coordination with the Southern California Regional Rail Authority (SCRRA). This is a multi -year project that will commit funds to systematic improvement of facilities and equipment. This project will include the components of SCRRA's Five -Year Capital and Fleet Plan that calls for the rehabilitation of track, signals, communication, mechanical and layover facilities, and rolling stock (both locomotives and passenger rail cars). In addition, the grant will provide for the Commission's local efforts to improve, expand, and rehabilitate station parking and facilities. As required, the grant will also provide for additional funding for the development of the positive train control network and associated communications throughout Southern California. Due to timing of the federal grant process, it is not likely that any of the funds will be spent in FY 2011/12; therefore future budgets will include planned spending and related reimbursements. Funding SRTP Year From To Amount FTA 5309 FY 2011/12 Prior Year unobligated Funds Commuter Rail State of Good Repair Project $10,000,000 FY 2007/08 SRTP Proposed Amendment The approved FY 2007/08 SRTP included allocation of $500,000 in LTF funds for the Station Capital Improvement Program. This project has concluded with a balance of $123,131 remaining. The Rail Program is requesting approval to deobligate this LTF balance to be used elsewhere by the Rail Program at a future date. As the funds are not budgeted in the current fiscal year, a budget adjustment is not required. Funding SRTP Year From To Amount LTF FY 2007/08 Station Capital Improvement Program Deobligation for future use $123,131 Agenda Item 9J • • 152 • Financial Information In Fiscal Year Budget: No Years: FY 2012/13 Amount: $ 10,000,000 Source of Funds: FTA Budget Adjustment: N/A GLA No.: 254199 414 41404 0000 103 25 41401 Fiscal Procedures Approved: \iX1,1,,ta, Date: 02/14/12 Agenda Item 9J 153 AGENDA ITEM 9K • • • • • RIVERSIDE COUNTY TRANSPORTA TION COMMISSION DATE: March 14, 2012 TO: Riverside County Transportation Commission FROM: Western Riverside County Programs and Projects Committee Henry Nickel, Staff Analyst Sheldon Peterson, Rail Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Proposition 1B Fiscal Year 2010/11 California Transit Security Grant Program - California Transit Assistance Fund and Supporting Resolution WESTERN RIVERS/DE COUNTY PROGRAMS AND PROJECTS COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to adopt Resolution No. 12-008, "Resolution of the Riverside County Transportation Commission Appointing Individuals to Act on Behalf of the Commission for the Purpose of Applying and/or Accepting Grants A warded to the Commission's Rail Program". BACKGROUND INFORMATION: The Highway Safety, Traffic Reduction, Air Quality, and Port Security Bond Act of 2006, approved by the voters as Proposition 1B in November 2006, includes a funding program in the amount of $1 billion to be deposited in the Transit System Safety, Security, and Disaster Response Account. Funds are allocated by the state controller directly to the Commission's Rail Program. These funds are to be expended within three years after receipt of funds. The FY 2010/11 appropriation includes $60 million statewide (subject to available bond funding) for the California Transit Security Grant Program - California Transit Assistance Fund (CTSGP- CTAF). These funds are designated to be used for transit capital projects that provide increased protection against a security or safety threat. The CTSGP-CTAF is administered by the California Emergency Management Agency (Cal EMA). Cal EMA requires a resolution appointing individuals to act on behalf of the Commission's Rail Program. This resolution is needed in order to successfully complete the grant submittal process. Resolution No. 12-008 is to appoint the Rail Manager to act on behalf of the Commission for the purpose of applying for and/or accepting grants awarded to the Commission's Rail Program. This item has no direct financial impact. Attachment: Resolution No. 12-008 Approval and Authorization for Commuter Rail Program Appointees Agenda Item 9K 154 ATTACHMENT 1 • • • RESOLUTION NO. 12-008 RESOLUTION OF THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION APPOINTING INDIVIDUALS TO ACT ON BEHALF OF THE COMMISSION FOR THE PURPOSE OF APPLYING AND/OR ACCEPTING GRANTS AWARDED TO THE COMMISSION'S RAIL PROGRAM WHEREAS, the California Emergency Management Agency requires a resolution regarding appointing individuals to act on behalf of the Riverside County Transportation Commission's Commuter Rail Program related to the FY 2010/11 Proposition 1B-6361-0002 California Transit Assistance Security Grant Program Funds - Commuter Rail Program. NOW, THEREFORE IT BE RESOLVED, that the Riverside County Transportation Commission hereby finds that the Rail Manager is hereby authorized to execute for and on behalf of the Riverside County Transportation Commission, a public entity established under the laws of the State of California, any actions necessary for the purpose of obtaining FY 2010/11 Proposition 1B California Transit Security Grant Program -California Transit Assistance Fund (CTSGP-CTAF) Grant Funds provided by the California Emergency Management Agency. APPROVED AND ADOPTED this 14th day of March, 2012. John J. Benoit, Chair Riverside County Transportation Commission ATTEST: Jennifer Harmon, Clerk of the Board Riverside County Transportation Commission AGENDA ITEM 9L • • • RIVERSIDE COUNTY TRANSPORTA TION COMMISSION DATE: March 14, 2012 TO: Riverside County Transportation Commission FROM: Western Riverside County Programs and Projects Committee Sheldon Peterson, Rail Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Master Agreement and Program Supplements for State Funded Transit Projects with the California Department of Transportation WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Adopt Resolution No. 12-007, "Authorization for the Execution of a Master Agreement and Program Supplements for State -Funded Transit Projects" with California Department of Transportation (Caltrans); 2) Approve Agreement No. 12-25-060-00 with Caltrans for state -funded transit projects; and 3) Authorize the Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission. BACKGROUND INFORMATION: Back in 2001, the Commission entered into the original master agreement for state funded transit projects with the Caltrans. This agreement allows the Commission the opportunity to use state transit funds for commuter rail and transit projects. The term of the original agreement was 10 years, which expired in December 2011. Staff has been coordinating with Caltrans to establish a new 10 -year agreement that will be valid from January 1, 2012, to January 1, 2022. Caltrans provided draft language for the resolution and an updated master agreement. In order to comply with its requirements, staff modified the attached Resolution 12-007, "Authorization to Execute a Master Agreement and Program Supplements for State - Funded Transit Projects" and seeks Commission approval for this resolution. This along with approval of the master agreement will allow the Commission to continue to use state transit funds. The next major project requiring state transit funds will be the Perris Valley Line that will be requesting state funds for construction in the near future. This master agreement is required in order to receive funding. Agenda Item 9L 156 Attachments: 1) Resolution 1 2-007, "Authorization to Execute a Master Agreement and Program Supplements for State -Funded Transit Projects" 2) Draft Master Agreement for State -Funded Transit Projects Agenda Item 9L • • 157 ATTACHMENT 1 • • RESOLUTION NO. 12-007 AUTHORIZATION FOR THE EXECUTION OF A MASTER AGREEMENT AND PROGRAM SUPPLEMENTS FOR STATE -FUNDED TRANSIT PROJECTS WHEREAS, the Riverside County Transportation Commission may receive state funding from the California Department of Transportation (Department) now or sometime in the future for transit projects; and WHEREAS, substantial revisions were made to the programming and funding process for the transportation projects programmed in the State Transportation Improvement Program, by Chapter 622 (SB 45) of the Statutes of 1997; and WHEREAS, the statutes related to state -funded transit projects require a local or regiona► implementing agency to execute an agreement with the Department before it can be reimbursed for project expenditures; and WHEREAS, the Department utilizes Master Agreements for State -Funded Transit Projects, along with associated Program Supplements, for the purpose of administering and reimbursing state transit funds to local agencies; and WHEREAS, the Riverside County Transportation Commission wishes to delegate authorization to execute these agreements and any amendments thereto to the Executive Director. NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Riverside County Transportation Commission that the fund recipient agrees to comply with all conditions and requirements set forth in this agreement and applicable statutes, regulations and guidelines for all state -funded transit projects. NOW THEREFORE, BE IT FURTHER RESOLVED that the Executive Director be authorized to execute the Master Agreement and all Program Supplements for State -Funded Transit Projects and any Amendments thereto with the California Department of Transportation. Rev. 07 19 06 1 58 ADOPTED this 14 day of March, 2012. John J. Benoit, Chair Riverside County Transportation Commission ATTEST: Jennifer Harmon, Clerk of the Board Riverside County Transportation Commission Rev. 07 19 06 • 159 ATTACHMENT 2 • • • Master Agreement State Funded Transit Projects California Department of Transportation DIVISION OF MASS TRANSPORTATION 1120 N STREET, ROOM 3300 P. O. BOX 942874, MS -39 SACRAMENTO, CA 94274-0001 PHONE (916) 657-3876 160 • • 161 • • STATE OF CALIFORNIA DEPARTMENT OF TRANSPORTATION DIVISION OF MASS TRANSPORTATION TABLE OF CONTENTS FUNDING SOURCES COVERED BY THIS AGREEMENT as identified in each Program Supplement 1 ARTICLE I - PROJECT ADMINISTRATION 1 Section 1. Program Supplement 1 A. General 1 B. Project Overrun 3 C. Scope of Work 4 D. Program Supplement Amendments 4 Section 2. Allowable Costs and Payments 4 A. Allowable Costs and Progress Payment Vouchers 4 B. Advance Payments (TCR Projects Only) 5 C. Expedited Payments (Excludes TCR Projects) 6 D. Advance Expenditure of Local Funds 6 E. Travel Reimbursement 6 F. Final Invoice 7 ARTICLE II — GENERAL PROVISIONS 7 Section 1. Funding 7 A. Local Match Funds 7 B. Funding Contingencies 8 C. Funds Movement 8 Section 2. Audits and Reports 8 A. Cost Principles 8 B. Record Retention 9 C. Quarterly Review 10 Section 3. Special Requirements 10 A. California Transportation Commission (CTC) Resolutions 10 B. Recipient Resolution 11 C. Termination 11 D. Third Party Contracting 12 E. Change in Terms/Amendments 13 F. Project Ownership 13 G. Disputes 15 H. Hold Harmless and Indemnification 15 I. Labor Code Compliance 16 J. Non -Discrimination 16 K. State Fire Marshal Building Standards 17 L. Americans with Disabilities Act 17 M. Access for Persons with Disabilities 17 N. Disabled Veterans Program Requirements 17 O. Environmental Process 18 ARTICLE III — SPECIAL PROVISIONS 18 Section 1. Bond Provisions 18 A. General Bond Provisions 18 Section 2. TCRP PROJECTS 20 Section 3. PROJECT MANAGEMENT 21 Attachment I -- CTC Resolution G-91-2 22 Attachment II -- Recipient Agency Board Resolution 24 • 163 • STATE OF CALIFORNIA DEPARTMENT OF TRANSPORTATION DIVISION OF MASS TRANSPORTATION MASTER AGREEMENT STATE FUNDED TRANSIT PROJECTS • Effective Date of this Agreement: Termination Date of this Agreement: Recipient: Recipient Name Month Date, Year Month Date, Year APPLICABLE FUNDING SOURCES COVERED BY THIS AGREEMENT WILL BE IDENTIFIED IN EACH SPECIFIC PROGRAM SUPPLEMENT ADOPTING THE TERMS OF THIS AGREEMENT • General Fund • State Highway Account • Public Transportation Account • Transportation Investment Fund • Traffic Congestion Relief Fund (TCR), GC 14556.40 • Clean Air and Transportation Improvement Act of 1990 (PROP. 116) Bond Fund • Other State Funding Sources This AGREEMENT, entered into effective as of the date set forth above, is between the signatory public entity identified hereinabove, hereinafter referred to as RECIPIENT, and the STATE OF CALIFORNIA, acting by and through its Department of Transportation, hereinafter referred to as STATE. ARTICLE I - PROJECT ADMINISTRATION Section 1. Program Supplement A. General (1) This AGREEMENT shall have no force and effect with respect to any PROJECT unless and until a separate PROJECT specific "PROGRAM SUPPLEMENT — STATE FUNDED TRANSIT PROJECT(S)," hereinafter referred to as "PROGRAM SUPPLEMENT," adopting all of the terms and conditions of this AGREEMENT has been fully executed by both STATE and RECIPIENT. (2) RECIPIENT agrees to complete each defined PROJECT, or the identified PROJECT Phase/Component thereof, described in the PROGRAM SUPPLEMENT adopting all of the terms and conditions of this AGREEMENT. (3) A financial commitment of actual PROJECT funds will only occur in each detailed and separate PROGRAM SUPPLEMENT. No funds are obligated by the prior execution of this AGREEMENT alone. (4) RECIPIENT further agrees, as a condition to the release and payment of the funds encumbered for the PROJECT described in each PROGRAM SUPPLEMENT, to comply with the terms and conditions of this AGREEMENT and all the agreed -upon Special Covenants and Conditions attached to or made a part of the PROGRAM SUPPLEMENT identifying and defining the nature of that specific PROJECT. (5) The PROGRAM SUPPLEMENT shall include: a detailed Scope of Work conforming to the included Project Description, a Project Schedule, an Overall Funding Plan, and a Project Financial Plan as required by the applicable Program Guidelines. a. The Scope of Work shall include a detailed description of the PROJECT and will itemize the major tasks and their estimated costs. b. The Project Schedule shall include major tasks and/or milestones and their associated beginning and ending dates and duration. c. The Overall Funding Plan shall itemize the various PROJECT Components, the committed funding program(s) or source(s), and the matching funds to be provided by RECIPIENT and/or other funding sources, if any [these Components include Environmental and Permits; Plans, Specifications and Estimates (PS&E); Right -of - Way (ROW); and Construction (including transit vehicle acquisition)]. d. The Project Financial Plan shall identify estimated expenditures for each PROJECT Component by funding source. (6) Adoption and execution of the PROGRAM SUPPLEMENT by RECIPIENT and STATE, incorporating the terms and conditions of this AGREEMENT into the PROGRAM SUPPLEMENT as though fully set forth therein, shall be sufficient to bind RECIPIENT to these terms and conditions when performing the PROJECT. Unless otherwise expressly delegated to a third -party in a resolution by RECIPIENT's governing body, which delegation must be expressly assented to and concurred in by STATE, the PROGRAM SUPPLEMENT shall be managed by RECIPIENT. The estimated cost and scope of each PROJECT will be as described in the applicable PROGRAM SUPPLEMENT. STATE funding participation for each PROJECT is limited to those amounts actually encumbered by STATE as evidenced in that applicable PROGRAM SUPPLEMENT. A contract awarded by RECIPIENT for PROJECT work in an amount in excess of said approved estimate or the PROGRAM SUPPLEMENT funding limit may exceed any said PROGRAM SUPPLEMENT cost estimate and the limits of STATE's participation provided: (7) a. RECIPIENT provides the necessary additional funding, or b. A cost increase in STATE's share of PROJECT funding is first requested by RECIPIENT (before the cost overrun occurs) and that increase is approved by • 165 • • STATE in the form of an Allocation Letter comprising the encumbrance document for that increased STATE funding level. (8) State programmed fund amounts may be increased to cover PROJECT cost increases only if: a. Such funds are available; b. STATE concurs with that proposed increase; and c. STATE issues an approved Allocation Letter, Fund Shift Letter, or a Time Extension Letter with additional funding as stated in an executed amendment to that PROGRAM SUPPLEMENT. (9) When additional State programmed funds are not available, RECIPIENT agrees that reimbursements of invoiced PROJECT costs paid to RECIPIENT will be limited to, and shall not exceed, the amounts already approved in the PROGRAM SUPPLEMENT containing the STATE approved encumbrance documents and that any increases in PROJECT costs above that STATE supported funding level must be defrayed by RECIPIENT with non -State funds. (10) For each approved PROGRAM SUPPLEMENT, RECIPIENT agrees to contribute at least the statutorily or other required local contribution of appropriate matching funds (other than State funds) if any matching funds are specified within the PROGRAM SUPPLEMENT, or any attachment thereto, toward the actual cost of the PROJECT or the amount, if any, specified in an executed SB 2800 (Streets and Highways Code section 164.53) Agreement for local match fund credit, whichever is greater. RECIPIENT shall contribute not less than the required match amount toward the cost of the PROJECT in accordance with a schedule of payments as shown in a Project Financial Plan prepared by RECIPIENT as part of a PROGRAM SUPPLEMENT. (11) Upon the stated expiration date of this AGREEMENT, any PROGRAM SUPPLEMENTS executed under this AGREEMENT for a PROJECT with work yet to be completed pursuant to the approved Project Schedule shall be deemed to extend the term of this AGREEMENT only to conform to the specific PROJECT termination or completion date contemplated by the applicable PROGRAM SUPPLEMENT to allow that uncompleted PROJECT to be administered under the extended terms and conditions of this AGREEMENT. B. Project Overrun (1) If RECIPIENT and STATE determine, at any time during the performance of a PROJECT, that the PROJECT budget may be exceeded, RECIPIENT shall take the following steps: a. Notify the designated STATE representative of the nature and projected extent of the overrun and, within a reasonable period thereafter, identify and quantify 166 potential cost savings or other measures which RECIPIENT will institute to bring the Project Budget into balance; and b. Schedule the projected overrun for discussion at the next Quarterly Review meeting; and c. Identify the source of additional RECIPIENT or other third party funds that can be made available to complete PROJECT. C. Scope of Work (1) RECIPIENT shall be responsible for complete performance of the work described in the approved PROGRAM SUPPLEMENT for the PROJECT related to the commitment of encumbered funds. All work shall be accomplished in accordance with the applicable provisions of the Public Utilities Code, the Streets and Highways Code, the Government Code, and other applicable statutes and regulations. (2) RECIPIENT acknowledges and agrees that RECIPIENT is the sole control and manager of each PROJECT and its subsequent employment, operation, repair and maintenance for the benefit of the public. RECIPIENT shall be solely responsible for complying with the funding and use restrictions established by (a) the statutes from which these funds are derived, (b) the California Transportation Commission (CTC), (c) the State Treasurer, (d) the Internal Revenue Service, (e) the applicable PROGRAM SUPPLEMENT, and (f) this AGREEMENT. D. Program Supplement Amendments PROGRAM SUPPLEMENT amendments will be required whenever there are CTC-approved changes to the cost, scope of work, or delivery schedule of a PROJECT from those specified in the original PROJECT Application and the original PROGRAM SUPPLEMENT. Those changes shall be mutually binding upon the Parties only following the execution of a PROGRAM SUPPLEMENT amendment. Section 2. Allowable Costs and Payments A. Allowable Costs and Progress Payment Vouchers (1) Not more frequently than once a month, but at least quarterly, RECIPIENT will prepare and submit to STATE (directed to the attention of the appropriate State District Transit Representative) signed Progress Payment Vouchers for actual PROJECT costs incurred and paid for by RECIPIENT consistent with the Scope of Work document in the PROGRAM SUPPLEMENT and STATE shall pay those uncontested allowable costs once the voucher is approved. If no costs were incurred during any given quarter, RECIPIENT is exempt from submitting a signed Progress Payment Voucher; but is still required to present a progress report at each Quarterly Review. • • 167 • (2) STATE shall not be required to reimburse more funds, cumulatively, per quarter of any fiscal year greater than the sums identified and included in the PROJECT Financial Plan. However, accelerated reimbursement of PROJECT funds in excess of the amounts indicated in the Project Financial Plan, cumulatively by fiscal year, may be allowed at the sole discretion of STATE if such funds are available for encumbrance to fulfill that need. (3) Each such voucher will report the total of PROJECT expenditures from all sources (including those of RECIPIENT and third parties) and will specify the percent of State reimbursement requested and the fund source. The voucher should also summarize State money requested by PROJECT component (environmental and permits, plans specifications, and estimates (PS&E); right of way; construction; rolling stock; or --if bond funded --private activity usage) and phase, and shall be accompanied by a report describing the overall work status and progress on PROJECT tasks. If applicable, the first voucher shall also be accompanied by a report describing any tasks specified in the PROGRAM SUPPLEMENT which were accomplished prior to the Effective Date of this AGREEMENT or the PROGRAM SUPPLEMENT with costs to be credited toward any required local contribution described in Article II, Section 1 of this Agreement (but only if expended pursuant to any applicable prior executed Agreement for Local Match Fund Credit between RECIPIENT and STATE). (4) An Indirect Cost Rate Proposal and/or Central Service Cost Allocation plan and related documentation approved under cognizant agency regulations are to be provided to STATE (Caltrans Audits & Investigations) annually for their review, and approval and filing prior to ADMINISTERING AGENCY seeking reimbursement of indirect costs incurred within each fiscal year being claimed for reimbursement. B. Advance Payments (TCR Projects Only) Advance reimbursements or payments by STATE are not allowed except in the case of TCR funded Projects, and only then when expressly authorized by the CTC. In order to receive a CTC approved TCR payment advance, RECIPIENT must provide duplicate signed invoices to STATE requesting payment of that authorized advance. For TCR Projects approved for advanced payment allocation by the CTC, said advance payment shall be deposited by RECIPIENT in an interest bearing account held by institutions with long-term credit ratings of "AA" or better from at least two nationally recognized credit rating agencies, or in instruments issued by and secured by the full faith and credit of the U.S. Government or by an agency of the U.S. Government. No TCR interest earnings may be spent on the PROJECT. Interest earned shall be recorded and documented from the time the TCR funds are first deposited in RECIPIENT's account until all the approved TCR advance funds have been expended or returned to STATE together with all accrued interest. Interest earned shall be reported to STATE's Project Coordinator on an annual basis and upon the final PROJECT 168 payment when interest earnings, overpayments, and unexpended advanced TCR funds shall be returned to STATE no later than thirty (30) days after PROJECT completion or termination of the PROGRAM SUPPLEMENT, whichever is first in time. (4) Advanced funds are to be expended only as indicated in the approved TCR Application. RECIPIENT must be able to document the expenditures/disbursement of funds advanced to only pay for actual allowable PROJECT costs incurred. (5) Except as expressly allowed hereinbelow, non-TCR funds and TCR project funds not authorized for advance payment can only be released by STATE as reimbursement of actual allowable PROJECT costs already incurred and paid for by RECIPIENT no earlier than the effective date of this AGREEMENT and not incurred beyond the AGREEMENT/PROGRAM SUPPLEMENT Termination Date. (6) Where advance payments are authorized in a PROGRAM SUPPLEMENT, RECIPIENT must report and document the expenditure/disbursement of funds advanced to pay for actual eligible PROJECT costs incurred, at least quarterly, using a Progress Payment Voucher to be approved by STATE's District Project Administrator. C. Expedited Payments Should RECIPIENT have a valid Memorandum of Understanding (MOU) for "Expedited Payment" on file with STATE's Accounting Service Center, RECIPIENT will, not more frequently than as authorized by that MOU, prepare and submit to STATE an Expedited Payment Invoice for reimbursements that are consistent with that MOU, this AGREEMENT, and the applicable PROGRAM SUPPLEMENT. Expedited Payments are subject to policies established in the Caltrans Accounting Manual. One time payments and final payments eligible for expedited pay pursuant to this Section will have ten percent (10%) of each invoice amount withheld until PROJECT completion and STATE has evaluated RECIPIENT's performance and made a determination that all requirements assumed under this AGREEMENT and the relevant PROGRAM SUPPLEMENT have been satisfactorily fulfilled by RECIPIENT. D. Advance Expenditure of Local Funds Government Code section 14529.17 (AB 872) allows public agencies to expend their own funds on certain programmed projects prior to the OTC's allocation of funds, and, upon receipt of CTC approval, to then seek reimbursement for those allowable prior expenditures following execution of a PROGRAM SUPPLEMENT wherein STATE acknowledges and accepts those statutorily authorized prior expenditures as a credit towards a required RECIPIENT match, (if any) or as eligible PROJECT expenditures for reimbursement. E. Travel Reimbursement Payments to RECIPIENT for PROJECT related travel and subsistence expenses of RECIPIENT forces and its subcontractors claimed for reimbursement or applied as local match credit shall not exceed rates authorized to be paid rank and file State employees under current • 169 • • • State Department of Personnel Administration (DPA) rules. If the rates invoiced by RECIPIENT are in excess of those authorized DPA rates, then RECIPIENT is responsible for the cost difference, and any overpayments inadvertently paid by STATE shall be reimbursed to STATE by RECIPIENT on demand. F. Final Invoice The PROGRAM SUPPLEMENT Termination Date refers to the last date for RECIPIENT to incur valid PROJECT costs or credits and is the date that the PROGRAM SUPPLEMENT expires. RECIPIENT has one hundred and eighty (180) days after that Termination Date to make already incurred final allowable payments to PROJECT contractors or vendors, prepare the PROJECT Closeout Report, and submit the final invoice to STATE for reimbursement of allowable PROJECT costs before those remaining State funds are unencumbered and those funds are reverted as no longer available to pay any PROJECT costs. RECIPIENT expressly waives any right to allowable reimbursements from STATE pursuant to this AGREEMENT for costs incurred after that termination date and for costs invoiced to RECIPIENT for payment after that one hundred and eightieth (180`h) day following the PROJECT Termination Date. ARTICLE II — GENERAL PROVISIONS Section 1. Funding A. Local Match Funds Subparagraphs "(1) and (2)" within this Section 1.A. apply only to those PROJECTS where the PROJECT funding is programmed to require a local match. (See individual Program Guidelines for specific funding requirements). (1) Except where specifically allowed by the applicable PROGRAM SUPPLEMENT, reimbursement of and credits for local matching funds will be made or allowed only for work performed after the Effective Date of a PROGRAM SUPPLEMENT and prior to the Termination Date unless permitted as local match PROJECT expenditures made prior to the effective date of the PROGRAM SUPPLEMENT pursuant to Government Code section 14529.17 or by an executed SB 2800 Agreement for Local Match Fund Credit. (2) RECIPIENT agrees to contribute at least the statutorily or other required local contribution of matching funds (other than State or federal funds), if any is specified within the PROGRAM SUPPLEMENT or any attachment thereto, toward the actual cost of the PROJECT or the amount, if any, specified in any executed SB 2800 (Streets and Highways Code Section 164.53) Agreement for local match fund credit, whichever is greater. RECIPIENT shall contribute not less than its required match amount toward the PROJECT cost in accordance with a schedule of payments as shown in the Project Financial Plan prepared by RECIPIENT and approved by STATE as part of a PROGRAM SUPPLEMENT. 170 B. Funding Contingencies Delivery by STATE of all funds encumbered to reimburse allowable PROJECT costs pursuant to this AGREEMENT is contingent upon prior budget action by the Legislature, fund allocation by the CTC or the United States Department of Transportation, and submittal by RECIPIENT and approval by STATE of all PROJECT documentation, including, without limitation, that required by Government Code section 14085. In the event of the imposition of additional conditions, delays, or a cancellation or reduction in funding, as approved by the Legislature, the CTC or the United States Department of Transportation, RECIPIENT shall be excused from meeting the time and expenditure constraints set forth in the Project Financial Plan and the Project Schedule to the extent of such delay, cancellation or reduction and the PROGRAM SUPPLEMENT will be amended to reflect the resultant necessary changes in PROJECT funding, scope, or scheduling. C. Funds Movement RECIPIENT shall not make any proposed changes in any of the four PROJECT expenditure Components (Environmental and Permits, PS&E, Right -of -Way and Construction (including major equipment acquisitions) without prior written STATE approval. STATE will also determine whether those proposed changes are significant enough to warrant CTC review. Specific rules and guidelines regarding this process may be detailed in the applicable CTC Resolutions, including, but not limited to, numbers G-06-04 and G-06-20 or their successors. Section 2. Audits and Reports A. Cost Principles (1) RECIPIENT agrees to comply with Title 2 Code of Federal Regulations 225 (2 CFR 225) Cost Principles for State and Local Government, and 49 CFR, Part 18, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments. (2) RECIPIENT agrees, and will assure that its contractors and subcontractors will be obligated to agree, that (a) Contract Cost Principles and Procedures, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31, et seq., shall be used to determine the allowability of individual Project cost items and (b) those parties shall comply with Federal administrative procedures in accordance with 49 CFR, Part 18, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments. Every sub -recipient receiving PROJECT funds as a contractor or sub -contractor under this AGREEMENT shall comply with Federal administrative procedures in accordance with 49 CFR, Part 18, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments. (3) Any PROJECT costs for which RECIPIENT has received payment or credit that are determined by subsequent audit to be unallowable under 2 CFR 225, Chapter 1, Part 31 or 49 CFR, Part 18, are subject to repayment by RECIPIENT to STATE. Should • 171 • • • RECIPIENT fail to reimburse moneys due STATE within thirty (30) days of demand, or within such other period as may be agreed in writing between the Parties hereto, STATE is authorized to intercept and withhold future payments due RECIPIENT from STATE or any third -party source, including but not limited to, the State Treasurer, the State Controller and the CTC. B. Record Retention (1) RECIPIENT agrees, and will assure that its contractors and subcontractors shall establish and maintain an accounting system and records that properly accumulate and segregate incurred PROJECT costs and matching funds by line item for the PROJECT. The accounting system of RECIPIENT, its contractors and all 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. All accounting records and other supporting papers of RECIPIENT, its contractors and subcontractors connected with PROJECT performance under this AGREEMENT and each PROGRAM SUPPLEMENT shall be maintained for a minimum of three (3) years from the date of final payment to RECIPIENT under a PROGRAM SUPPLEMENT and shall be held open to inspection, copying, and audit by representatives of STATE, the California State Auditor, and auditors representing the federal government. Copies thereof will be furnished by RECIPIENT, its contractors, and subcontractors upon receipt of any request made by STATE or its agents. In conducting an audit of the costs and match credits claimed under this AGREEMENT, STATE will rely to the maximum extent possible on any prior audit of RECIPIENT pursuant to the provisions of federal and State law. In the absence of such an audit, any acceptable audit work performed by RECIPIENT's external and internal auditors may be relied upon and used by STATE when planning and conducting additional audits. (2) For the purpose of determining compliance with Title 21, California Code of Regulations, Section 2500 et seq., when applicable, and other matters connected with the performance of RECIPIENT's contracts with third parties pursuant to Government Code section 8546.7, RECIPIENT, RECIPIENT's contractors and subcontractors and STATE shall each maintain and make available for inspection all books, documents, papers, accounting records, and other evidence pertaining to the performance of such contracts, including, but not limited to, the costs of administering those various contracts. All of the above referenced parties shall make such AGREEMENT and PROGRAM SUPPLEMENT materials available at their respective offices at all reasonable times during the entire PROJECT period and for three (3) years from the date of final payment to RECIPIENT under any PROGRAM SUPPLEMENT. STATE, the California State Auditor, or any duly authorized representative of STATE or the United States Department of Transportation, shall each have access to any books, records, and documents that are pertinent to a PROJECT for audits, examinations, excerpts, and transactions, and RECIPIENT shall furnish copies thereof if requested. 172 (3) RECIPIENT, its contractors and subcontractors will permit access to all records of employment, employment advertisements, employment application forms, and other pertinent data and records by the State Fair Employment Practices and Housing Commission, or any other agency of the State of California designated by STATE, for the purpose of any investigation to ascertain compliance with this AGREEMENT. C. Quarterly Review (1) Subject to the discretion of STATE, RECIPIENT and STATE agree to conduct, on a quarterly basis, on -site reviews of all aspects of the progress of each PROJECT. RECIPIENT agrees, during each quarterly progress review, to inform STATE regarding: a. Whether the PROJECT is proceeding on schedule and within budget; b. Any requested changes to the Project Description, Scope of Work, Project Schedule, Overall Funding Plan, or Project Financial Plan contained in a PROGRAM SUPPLEMENT; c. Major construction accomplishments during the quarter; d. Any actual or anticipated problems which could lead to delays in schedule, increased costs or other difficulties; e. The status of the PROJECT budget; and f. The status of critical elements of PROJECT. (2) Quarterly reviews of RECIPIENT progress will include consideration of whether reported implementation activities are within the scope of the PROJECT PROGRAM SUPPLEMENT and in compliance with State laws, regulations, and administrative requirements. Section 3. Special Requirements A. California Transportation Commission (CTC) Resolutions (1) RECIPIENT shall adhere to applicable CTC policies on "Timely Use of Funds" as stated in Resolution G-06-04, adopted April 26, 2006, addressing the expenditure and reimbursement of TCR funds; and Resolution G-09-11, adopted October 14, 2009, to provide guidance for the use of Proposition 116 and STIP funds. These resolutions, and/or successor resolutions in place at the time a PROGRAM SUPPLEMENT is executed, shall be applicable to all Prop 116, STIP and TCR funds, respectively. (2) RECIPIENT shall be bound to the terms and conditions of this AGREEMENT; the PROJECT application contained in the PROGRAM SUPPLEMENT (as applicable); and CTC Resolutions G-06-04, G-09-11 and/or their respective successors in place at the time the PROGRAM SUPPLEMENT is signed (as applicable) and all restrictions, rights, duties and obligations established therein on behalf of STATE and CTC shall accrue to the benefit of the CTC and shall thereafter be subject to any necessary • 173 • • enforcement action by CTC or STATE. All terms and conditions stated in the aforesaid CTC Resolutions and CTC-approved Guidelines in place at the time the PROGRAM SUPPLEMENT is signed (if applicable) shall also be considered to be binding provisions of this AGREEMENT. (3) RECIPIENT shall conform to any and all permit and mitigation duties associated with PROJECT as well as all environmental obligations established in CTC Resolution G- 91-2 and/or its successors in place at the time a PROGRAM SUPPLEMENT is signed, as applicable, at the expense of RECIPIENT and/or the responsible party and without any further financial contributions or obligations on the part of STATE unless a separate PROGRAM SUPPLEMENT expressly provides funding for the specific purpose of hazardous materials remediation. B. RECIPIENT Resolution (1) RECIPIENT has executed this AGREEMENT pursuant to the authorizing RECIPIENT resolution, attached as Attachment II to this AGREEMENT, which empowers RECIPIENT to enter into this AGREEMENT and which may also empower RECIPIENT to enter into all subsequent PROGRAM SUPPLEMENTS adopting the provisions of this AGREEMENT. (2) If RECIPIENT or STATE determines that a separate Resolution is needed for each PROGRAM SUPPLEMENT, RECIPIENT will provide information as to who the authorized designee is to act on behalf of the RECIPIENT to bind RECIPIENT with regard to the terms and conditions of any said PROGRAM SUPPLEMENT or amendment and will provide a copy of that additional Resolution to STATE with the PROGRAM SUPPLEMENT or any amendment to that document. C. Termination (1) STATE reserves the right to terminate funding for any PROGRAM SUPPLEMENT upon written notice to RECIPIENT in the event that RECIPIENT fails to proceed with PROJECT work in accordance with the PROGRAM SUPPLEMENT, the bonding requirements, if applicable, or otherwise violates the conditions of this AGREEMENT and/or the PROGRAM SUPPLEMENT or the funding allocation such that substantial performance is significantly endangered. (2) No such termination shall become effective if, within thirty (30) days after receipt of a Notice of Termination, RECIPIENT either cures the default involved or, if not reasonably susceptible of cure within said thirty (30) -day period, RECIPIENT proceeds thereafter to complete the cure in a manner and time line acceptable to STATE. Any such termination shall be accomplished by delivery to RECIPIENT of a Notice of Termination, which notice shall become effective not less than thirty (30) days after receipt, specifying the reason for the termination, the extent to which funding of work under this AGREEMENT is terminated and the date upon which such termination becomes effective, if beyond thirty (30) days after receipt. During the (3) period before the effective termination date, RECIPIENT and STATE shall meet to attempt to resolve any dispute. Following a fund encumbrance made pursuant to a PROGRAM SUPPLEMENT, if RECIPIENT fails to expend TCR/GENERAL FUND monies by June 30 of any applicable Fiscal Year that those funds would revert, those funds will be deemed withdrawn and will no longer be available to reimburse PROJECT work unless those funds are specifically made available beyond the end of that Fiscal Year through re - appropriation or other equivalent action of the Legislature and written notice of that action is provided to RECIPIENT by STATE. (4) In the event STATE terminates a PROGRAM SUPPLEMENT for convenience and not for a default on the part of RECIPIENT as is contemplated in C (1) and (2) above of this Section 3, RECIPIENT shall be reimbursed its authorized costs up to STATE's proportionate and maximum share of allowable PROJECT costs incurred to the date of RECIPIENT's receipt of that notice of termination, including any unavoidable costs reasonably and necessarily incurred up to and following that termination date by RECIPIENT to effect such termination following receipt of that termination notice. D. Third Party Contracting (1) RECIPIENT shall not award a construction contract over $10,000 or other contracts over $25,000 [excluding professional service contracts of the type which are required to be procured in accordance with Government Code Sections 4525 (d), (e) and (f)] on the basis of a noncompetitive negotiation for work to be performed under this AGREEMENT without the prior written approval of STATE. Contracts awarded by RECIPIENT, if intended as local match credit, must meet the requirements set forth in this AGREEMENT regarding local match funds. (2) Any subcontract entered into by RECIPIENT as a result of this AGREEMENT shall contain the provisions of ARTICLE II — GENERAL PROVISIONS, Section 2. Audits and Reports and shall mandate that travel and per diem reimbursements and third -party contract reimbursements to subcontractors will be allowable as PROJECT costs only after those costs are incurred and paid for by the subcontractors. (3) To be eligible for local match credit, RECIPIENT must ensure that local match funds used for the PROJECT meet the General Provisions requirements outlined in this ARTICLE II in the same manner as required of all other PROJECT expenditures. (4) In addition to the above, the preaward requirements of third party contractor/consultants with local transit agencies should be consistent with Local Program Procedures (LPP-00-05). • • • 175 • • E. Change in Funds and Terms/Amendrnents This AGREEMENT and the resultant PROGRAM SUPPLEMENTS may be modified, altered, or revised only with the joint written consent of RECIPIENT and STATE. F. Project Ownership (1) Unless expressly provided to the contrary in a PROGRAM SUPPLEMENT, subject to the terms and provisions of this AGREEMENT, RECIPIENT, or a designated subrecipient acceptable to STATE, as applicable, shall be the sole owner of all improvements and property included in the PROJECT constructed, installed or acquired by RECIPIENT or subrecipient with funding provided to RECIPIENT under this AGREEMENT. RECIPIENT, or subrecipient, as applicable, is obligated to continue operation and maintenance of the physical aspects of the PROJECT dedicated to the public transportation purposes for which PROJECT was initially approved unless RECIPIENT, or subrecipient, as applicable, ceases ownership of such PROJECT property; ceases to utilize the PROJECT property for the intended public transportation purposes; or sells or transfers title to or control over PROJECT and STATE is refunded the Credits due STATE as provided in paragraph (4) herein below. (2) Should State bond funds be encumbered to fund any part of a PROJECT under this AGREEMENT, then, at STATE's option, before RECIPIENT will be permitted to make any proposed change in use, RECIPIENT shall be required to 'first obtain a determination by Bond Counsel acceptable to the State Treasurer's Office and STATE that a change in the operation, proportion, or scope of PROJECT as originally proposed by RECIPIENT will not adversely affect the tax exempt status of those bonds. (3) PROJECT right-of-way, PROJECT facilities constructed or reconstructed on a PROJECT site and/or PROJECT property (including vehicles and vessels) purchased by RECIPIENT (excluding temporary construction easements and excess property whose proportionate resale proceeds are distributed pursuant to this AGREEMENT) shall remain permanently dedicated to the described public transit use in the same proportion and scope, and to the same extent as mandated in the PROGRAM SUPPLEMENT and related Bond Fund Certification documents, if applicable, unless STATE agrees otherwise in writing. Vehicles acquired as part of PROJECT, including, but not limited to, buses, vans, rail passenger equipment and ferry vessels, shall be dedicated to that public transportation use for their full economic life cycle, which, for the purpose of this AGREEMENT, will be determined in accordance with standard national transit practices and applicable rules and guidelines, including any extensions of that life cycle achievable by reconstruction, rehabilitation or enhancements. (4) (a) Except as otherwise set forth in this Section 4, STATE, or any other STATE - assignee public body acting on behalf of the CTC, shall be entitled to a refund or credit (collectively the Credit), at STATE's sole option, equivalent to the proportionate PROJECT funding participation received by RECIPIENT from STATE if RECIPIENT, or a sub -recipient, as applicable, (i) ceases to utilize PROJECT for the original intended public transportation purposes or (ii) sells or transfers title to or control over PROJECT. If federal funds (meaning only those federal funds received directly by RECIPIENT and not federal funds derived through or from the State) have contributed to the PROJECT, RECIPIENT shall notify both STATE and the original federal source of those funds of the disposition of the PROJECT assets or the intended use of those sale or transfer receipts. (b) STATE shall also be entitled to an acquisition Credit for any future purchase or condemnation of all or portions of PROJECT by STATE or a designated representative or agent of STATE. (c) The Credit due STATE will be determined by the ratio of STATE's funding when measured against the RECIPIENT's funding participation (the Ratio). For purposes of this Section 4, the State's funding participation includes federal funds derived through or from STATE. That Ratio is to be applied to the then present fair market value of PROJECT property acquired or constructed as provided in (d) and (e) below. (d) For Mass Transit vehicles, this Credit [to be deducted from the then remaining equipment value] shall be equivalent to the percentage of the full extendable vehicle economic life cycle remaining, multiplied by the Ratio of funds provided for that equipment acquisition. For real property, this same funding Ratio shall be applied to the then present fair market value, as determined by STATE, of the PROJECT property acquired or improved under this AGREEMENT. (e) Such Credit due STATE as a refund shall not be required if RECIPIENT dedicates the proceeds of such sale or transfer exclusively to a new or replacement STATE approved public transit purpose, which replacement facility or vehicles will then also be subject to the identical use restrictions for that new public purpose and the Credit ratio due STATE should that replacement project or those replacement vehicles cease to be used for that intended described pre -approved public transit purpose. (1) In determining the present fair market value of property for purposes of calculating STATE's Credit under this AGREEMENT, any real property portions of a PROJECT site contributed by RECIPIENT shall not be included. In determining STATE's proportionate funding participation, STATE's contributions to third parties (other than RECIPIENT) shall be included if those contributions are incorporated into the PROJECT. (2) Once STATE has received the Credit as provided for above because RECIPIENT, or a sub -recipient, as applicable, has (a) ceased to utilize the PROJECT for the described intended public transportation purpose(s) for which STATE funding was provided and STATE has not consented to that cessation of services or (b) sold or transferred title to or control over PROJECT to another • 177 • • G. Disputes party (absent STATE approval for the continued transit operation of the PROJECT by that successor party under an assignment of RECIPIENT's duties and obligations), neither RECIPIENT, subrecipient, nor any party to whom RECIPIENT or subrecipient, as applicable, has transferred said title or control shall have any further obligation under this AGREEMENT to continue operation of PROJECT and/or PROJECT facilities for those described public transportation purposes, but may then use PROJECT and/or any of its facilities for any lawful purpose. (3) To the extent that RECIPIENT operates and maintains Intermodal Transfer Stations as any integral part of PROJECT, RECIPIENT shall maintain each station and all its appurtenances, including, but not limited to, restroom facilities, in good condition and repair in accordance with high standards of cleanliness (Public Utilities Code section 99317.8). Upon request of STATE, RECIPIENT shall also authorize State -funded bus services to use those stations and appurtenances without any charge to STATE or the bus operator. This permitted use will include the placement of signs and informational material designed to alert the public to the availability of the State -funded bus service (for the purpose of this paragraph, "State -funded bus service" means any bus service funded pursuant to Public Utilities Code section 99316). (4) Special conditions apply to any y proposed sale or transfer or change of use as respects PROJECT property, facilities or equipment acquired with tax free State bond funds and RECIPIENT shall conform to those restrictions as set forth herein and in said bonds. STATE and RECIPIENT shall deal in good faith and attempt to resolve potential disputes informally. If the dispute persists, RECIPIENT shall submit to the STATE's District Contract Manager or designee a written demand for a decision regarding the disposition of any dispute arising under this agreement. The District Contract Manager shall make a written decision regarding the dispute and will provide it to the fund RECIPIENT. The fund RECIPIENT shall have an opportunity to challenge the District Contract Manager's determination but must make that challenge in writing within ten (10) working days to the Mass Transportation Program Manager or his/her designee. [If the fund RECIPIENT challenge is not made within the ten (10) day period, the District Contract Manager's decision shall become the final decision of the STATE.] STATE and RECIPIENT shall submit written, factual information and supporting data in support their respective positions. The decision of the Mass Transportation Program Manager or his/her designee shall be final, conclusive and binding regarding the dispute, unless RECIPIENT commences an action in court of competent jurisdiction to contest the decision in accordance with Division 3.6 of the California Government Code. H. Hold Harmless and Indemnification • (1) Neither STATE nor any officer or employee thereof shall be responsible for any damage or liability occurring by reason of anything done or omitted to be done by RECIPIENT, its agents and contractors under or in connection with any work, authority, or jurisdiction delegated to RECIPIENT under this AGREEMENT or any PROGRAM SUPPLEMENT or as respects environmental clean up obligations or duties of RECIPIENT relative to PROJECT. It is also understood and agreed that, RECIPIENT shall fully defend, indemnify and hold the CTC and STATE and their officers and employees harmless from any liability imposed for injury and damages or environmental obligations or duties arising or created by reason of anything done or imposed by operation of law or assumed by, or omitted to be done by RECIPIENT under or in connection with any work, authority, or jurisdiction delegated to RECIPIENT under this AGREEMENT and all PROGRAM SUPPLEMENTS. (2) RECIPIENT shall indemnify, defend and hold harmless STATE, the CTC and the State Treasurer relative to any misuse by RECIPIENT of State funds, PROJECT property, PROJECT generated income or other fiscal acts or omissions of RECIPIENT. I. Labor Code Compliance RECIPIENT shall include in all subcontracts awarded using PROJECT funds, when applicable, a clause that requires each subcontractor to comply with California Labor Code requirements that all workers employed on public works aspects of any project (as defined in California Labor Code §§ 1720-1815) be paid not less than the general prevailing wage rates predetermined by the Department of Industrial Relations as effective the date of Contract award by the RECIPIENT. J. Non -Discrimination (1) In the performance of work under this AGREEMENT, RECIPIENT, its contractor(s) and all subcontractors, 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 (cancer), age, marital status, family and medical care leave, pregnancy leave, and disability leave. RECIPIENT, its contractor(s) and all subcontractors shall ensure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. RECIPIENT, its contractor(s) and all subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code section 12900 et seq.), and the applicable regulations promulgated thereunder (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 AGREEMENT by reference and made a part hereof as if set forth in full. Each of RECIPIENT's contractors and all subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreements, as appropriate. • 179 (2) Should federal funds be constituted as part of PROJECT funding or compensation received by RECIPIENT under a separate Contract during the performance of this AGREEMENT, RECIPIENT shall comply with this AGREEMENT and with all federal mandated contract provisions as set forth in that applicable federal funding agreement. (3) RECIPIENT shall include the non-discrimination and compliance provisions of this clause in all contracts and subcontracts to perform work under this AGREEMENT. K. State Fire Marshal Building Standards Code The State Fire Marshal adopts building standards for fire safety and panic prevention. Such regulations pertain to fire protection design and construction, means of egress and adequacy of exits, installation of fire alarms, and fire extinguishment systems for any State-owned or State - occupied buildings per section 13108 of the Health and Safety Code. When applicable, RECIPIENT shall request that the State Fire Marshal review PROJECT PS&E to ensure PROJECT consistency with State fire protection standards. L. Americans with Disabilities Act By signing this Master Agreement, RECIPIENT assures STATE that RECIPIENT shall comply with the Americans with Disabilities Act (ADA) of 1990, which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA (42 U.S.C. 12101 et seq.). M. Access for Persons with Disabilities Disabled access review by the Department of General Services (Division of the State Architect) is required for all publicly funded construction of buildings, structures, sidewalks, curbs and related facilities. RECIPIENT will award no construction contract unless RECIPIENT's plans and specifications for such facilities conform to the provisions of sections 4450 and 4454 of the California Government Code, if applicable. Further requirements and guidance are provided in Title 24 of the California Code of Regulations. N. Disabled Veterans Program Requirements (1) Should Military and Veterans Code sections 999 et seq. be applicable to RECIPIENT, RECIPIENT will meet, or make good faith efforts to meet, the 3% Disabled Veterans Business Enterprises goals (or RECIPIENT's applicable higher goals) in the award of every contract for PROJECT work to be performed under these this AGREEMENT. (2) RECIPIENT shall have the sole duty and authority under this AGREEMENT and each PROGRAM SUPPLEMENT to determine whether these referenced code sections are applicable to RECIPIENT and, if so, whether good faith efforts asserted by those contractors of RECIPIENT were sufficient as outlined in Military and Veterans Code sections 999 et seq. 180 e O. Environmental Process Completion of the PROJECT environmental process ("clearance") by RECIPIENT (and/or STATE if it affects a State facility within the meaning of the applicable statutes) is required prior to requesting PROJECT funds for right-of-way purchase or construction. No State agency may request funds nor shall any State agency, board or commission authorize expenditures of funds for any PROJECT effort, except for feasibility or planning studies, which may have a significant effect on the environment unless such a request is accompanied with all appropriate documentation of compliance with or exemption from the California Environmental Quality Act (CEQA) (including, if as appropriate, an environmental impact report, negative declaration, or notice of exemption) under California Public Resources Code section 21080(b) (10), (11), and (12) provides an exemption for a passenger rail project that institutes or increases passenger or commuter services on rail or highway rights -of -way already in use. ARTICLE III — SPECIAL PROVISIONS Section 1. Bond Provisions (Applicable only to State Bond Funding encumbered against a specific Program Supplement). A. General Bond Provisions (1) If RECIPIENT enters into a management contract with a private party (including AMTRAK) for operation of rail, ferry or other transportation services in connection with PROJECT, RECIPIENT will obtain prior approval from Bond Counsel acceptable to STATE that the terms of that management contract meet the requirements of Internal Revenue Service Revenue Procedure 97-13 (as supplemented or amended) or any successor thereto (dealing generally with guidelines for when management contracts may be deemed not to create a "private use" of bond -financed property) or are otherwise acceptable. RECIPIENT must also be prepared to certify, upon request of STATE, that the revenues which RECIPIENT (or its manager) will receive directly from the operation of transportation services in connection with PROJECT (but not including any subsidy of the transportation operation from taxes or other outside fund sources) are, for any fiscal year, less than the ordinary and necessary expenses directly attributable to the operation and maintenance of the transportation system (excluding any overhead or administrative costs of RECIPIENT). (2) Except as provided in this Article III, A (1), STATE and RECIPIENT agree that any costs of PROJECT acquired or constructed by RECIPIENT allocable to portions of PROJECT which are subject to any property interests held by a non -governmental person(s) in connection with business activities, such as easements, leases, or fee interests, not generally enjoyed by the public (hereinafter referred to as "Non - Governmentally Used Property" or "NUP") shall require the prior approval of STATE and the State Treasurer, as applicable. If RECIPIENT receives any revenues or profits 181 (3) from any NUP activities allowed pursuant to this Article (whether approved at this time or hereafter approved by STATE), RECIPIENT agrees that such revenues or profits shall be used exclusively for the public transportation services for which PROJECT was initially approved, either for capital improvements or operating costs. If RECIPIENT does not so dedicate those revenues or profits, a proportionate share shall (unless disapproved by Bond Counsel) be paid to STATE equivalent to the Ratio of STATE's percentage of participation in PROJECT. Notwithstanding the foregoing, RECIPIENT may be authorized to receive an allocation of bond proceeds for NUP activity, in an amount not to exceed the amount specified in the PROGRAM SUPPLEMENT, if RECIPIENT submits a certified bond certification questionnaire to the STATE, and both the STATE and the State Treasurer approve the private activities contained therein. (4) RECIPIENT shall not loan any portion of bond proceeds funding PROJECT to any private (including nonprofit) person or business. For this purpose, a "loan" includes any arrangement that is the economic equivalent of a loan, regardless of how it is named. (5) Delivery by STATE of any bond funds is contingent on the sale of bonds by the State Treasurer. STATE shall not be held liable for any resulting damage or penalty to RECIPIENT in the event bond sales are delayed, canceled, or downsized or other AGREEMENT funds are restricted, limited or otherwise conditioned by acts of Congress, the Internal Revenue Service, the United States Department of Transportation, the Legislature, or the CTC. (6) RECIPIENT shall, for the purposes of any State bond funded right of way acquisition which will become a permanent part of PROJECT (such acquisitions exclude temporary construction easements, property allocated to matching funds, and excess property purchased with State funds whose resale proceeds are returned or credited to STATE), maintain ownership of such PROJECT property for a minimum of twenty years or until the bonds have matured, whichever occurs first, before transferring or selling such property (subject to all refunds or Credits due STATE as provided hereinabove). (7) (8) Where RECIPIENT's PROJECT includes a commuter rail PROJECT within the meaning of Proposition 116, RECIPIENT shall coordinate and share with other public transit operators any rail rights -of -way, common maintenance services and station facilities used for intercity and commuter rail. Intercity and commuter rail services shall be coordinated with each other, with other providers and with freight traffic to provide integrated rail passenger and freight services with minimal conflict. RECIPIENT agrees that all passenger vehicles, rail, and water borne ferry equipment, and all facilities acquired or constructed with Proposition 116 bond funds shall be accessible to persons with physical disabilities, including wheelchair users, at all stops, stations and terminals, whether or not staffed. 182 • (9) NUP shall, for accounting and bookkeeping purposes, first be allocated to funding sources other than the State bond funds. For purposes of making such allocations, the costs attributable to NUP involving a sale, easement, lease or similar arrangement shall be determined on the basis of a fair allocation of value, which may include determinations based upon square meters/feet of the area encumbered by the NUP lease or easement relative to the total area acquired or constructed if all such area is of approximately equal value. (10) NUP will include, but is not limited to, property which is sold (including sales of air and subsurface rights), and property subject to easements, leases or similar rights. A rail right of way will not be treated as NUP solely as a result of a Freight Use Easement retained by the seller of the right of way to RECIPIENT, provided that the sales agreement appropriately excludes the Freight Use Easement from the property or rights being acquired. Further, notwithstanding anything in this Article III to the contrary, RECIPIENT may allocate grant funds to the cost of any NUP if (a) neither RECIPIENT nor any other governmental entity will receive, directly or indirectly, any payments from or on behalf of the non -governmental user of the NUP, or (b) the payment from such user does not exceed the operation and maintenance costs fairly attributable or allocable to the non -governmental use of the NUP. (11) RECIPIENT shall request, in writing, STATE's advance approval if PROJECT funds are to be allocated to any NUP except "incidental use" property described below. If property, the costs of which have previously been allocated to PROJECT funds, is to become NUP before the State bond funds are fully paid or redeemed, then RECIPIENT may allocate the costs of such property to another funding source as provided or obtain STATE's approval that the allocation of the costs of such property to the bond funds may remain. It is anticipated that STATE's approval will be granted if, taking into account the existing and expected uses of the proceeds of the State bonds, STATE determines that the continued tax-exempt status of the State bonds will not be adversely affected and that the use of the property is consistent with PROJECT and its described purpose. (12) For purposes of these fund source allocations, RECIPIENT does not have to consider NUP as including those "incidental uses" of PROJECT (for example, advertising billboards, vending machines, telephones, etc.) which meet the applicable requirements of federal tax regulations (IRS Notice 87-69 or any successor thereto). In general, such Notice requires that the incidental use not be physically separated from the rest of PROJECT and not comprise, in the aggregate, more than 2-1/2% of the total costs of PROJECT. Section 2. TCRP PROJECTS The TRAFFIC CONGESTION RELIEF (TCR) ACT OF 2000 (the "ACT"), was added (in Chapter 4.5, commencing with section 14556) to part 5.3 of Division 3 of Title 2 of the Government Code by AB 2928 and SB 406, as amended by SB 1662 and AB 1705. As directed 183 by the ACT and the CTC established Guidelines (as set out in CTC Resolution G-06-04), and as those Guidelines may be amended prior to the execution of a future PROGRAM SUPPLEMENT, said Guidelines shall apply to each TCRP funded PROJECT. By this reference, those Guidelines are made an express part of this AGREEMENT and shall apply to each TCRP funded PROJECT. RECIPIENT will cause its specific TCRP mandated Resolution to be attached as part of any TCRP funded PROGRAM SUPPLEMENT as a condition precedent to the acceptance of TCR ACT funds for that PROJECT. Section 3. PROJECT MANAGEMENT (1) STATE's PROJECT administrator for this AGREEMENT shall be the chief of the State Transit Grants Branch of the Division of Mass Transportation. RECIPIENT's General Manager, Executive Director or a Designee as named in writing to STATE following execution of this AGREEMENT shall be the administrator acting for RECIPIENT. (2) PROGRAM SUPPLEMENT administrators for STATE shall be the applicable District Division Chief for Planning and for RECIPIENT, the designee named in the applicable PROGRAM SUPPLEMENT. IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT by their duly authorized officers. STATE OF CALIFORNIA DEPARTMENT OF TRANSPORTATION DIVISION OF MASS TRANSPORTATION RECIPIENT NAME BY: BY: TERRY FARRIS, Chief EXECUTIVE NAME State Transit Grants Branch Title APPROVED AS TO FORM AND PROCEDURE STATE OF CALIFORNIA DEPARTMENT OF TRANSPORTATION BY: TODD VAN SANTEN Attorney 184 ATTACHMENT I CTC RESOLUTION G-91-2 Passed by the CTC on February 21, 1991 CALIFORNIA TRANSPORTATION COMMISSION RESOLUTION G-91-2 Commission Policy Resolution for Hazardous Waste Identification and Cleanup for Rail Right -of -Way WHEREAS, the Commission has programmed funding for rail right-of-way acquisition in the 1990 State Transportation Improvement Program and may allocate funds for rail right-of-way acquisition from the Clean Air and Transportation Improvement Act; and WHEREAS, hazardous wastes, based upon federal and state statutes and regulations, include but are not limited to such categories as heavy metals, (e.g., lead), inorganic (e.g., excessive mineral levels) and organic compounds (e.g., petroleum products), and can occur on a property's surface and subsurface; and WHEREAS, rail properties often have hazardous wastes exceeding State of California and federal hazardous waste standards; and WHEREAS, such properties contaminated with hazardous wastes require mitigation prior to using them for rail purposes; and WHEREAS, hazardous wastes discovered on rail property may significantly impact property value, project scheduling and future liability for the grant applicant; and WHEREAS, the Commission must be assured that acquisition of rail properties have been fully reviewed by the grant applicant, and if warranted, the grant applicant has tested for hazardous wastes; and WHEREAS, if hazardous wastes exist, the Commission must be assured that the hazardous wastes identified has either been cleaned up, or financial responsibility for the cleanup has been determined prior to title transfer to the grant applicant, or easement has been secured in lieu of purchasing the property, and the subsurface rights and liability for hazardous wastes remain with the property seller; and WHEREAS, hazardous wastes identified subsequent to title transfer to the grant applicant will be cleaned up by the seller or a mechanism to recover clean -up -costs is established and executed as a condition prior to title transfer; and WHEREAS, full due diligence is necessary in discovering hazardous waste and is an essential element in acquiring rail right-of-way properties by the grant applicant; and NOW THEREFORE BE IT RESOLVED, that acquisition of all rail right-of-way properties will be fully investigated by the grant applicant to determine the absence/presence of hazardous wastes. Investigations shall be conducted in accordance to the standards and practices of the local, state and/or federal regulatory agencies having jurisdiction and by personnel adequately trained in hazardous waste investigation; and • 185 • -2- BE IT FURTHER RESOLVED, that all properties, discovered with hazardous wastes, which exceed the federal/state standards, will be cleaned up to the satisfaction of the responsible local, state and/or federal regulatory agency. The appropriate regulatory agency shall certify to grant applicant that the cleanup has been completed; and BE IT FURTHER RESOLVED, that the grant applicant will certify by formal resolution to the Commission that all reasonable steps have been completed to assure full due diligence in the discovery of hazardous waste has been achieved during the acquisition of rail right-of-way and the state is held harmless from cleanup liability or damages, both present and future; and BE IT FURTHER RESOLVED, that the grant applicant will certify by formal resolution that it will not seek further state funding, for cleanup, damages, or liability cost associated with hazardous wastes on or below acquired property's surface; and BE IT FURTHER RESOLVED, that the grant applicant will certify to the Commission: • that all rail right-of-way acquisition properties have been investigated and have been found clean; • or that the cleanup of discovered hazardous waste has been completed prior to acquisition of the property; • or that the grant applicant has obtained permanent easement and the subsurface rights and liability and full responsibility to pay for and remove such hazardous waste remains with the seller in conformance with applicable State and Federal law; • or if hazardous wastes are known to exist prior to acquisition and if the applicant determines that time is of the essence for acquisition, then and in that event, an enforceable agreement will be entered into requiring the responsible party(ies) to clean all hazardous wastes by a date certain, with the option of funds sufficient for the clean-up costs deposited in escrow by the seller. In the event of failure to clean up by the date determined, the recipient of the grant will make full restitution to the STATE for its participation. This resolve does not preclude the recipient from requesting re -allocation not to exceed the refunded amount after the hazardous waste(s) have been fully removed from the subject site; and BE IT FURTHER RESOLVED, that the grant applicant will certify to the Commission that the seller from whom properties have been acquired retain liability for any hazardous waste investigation and/or cleanup, and damages discovered subsequent to the transfer of title; and BE IT FURTHER RESOLVED, the Commission declares all future liability resulting from hazardous wastes remain with the seller or the grant applicant, not the state, and the grant applicant has been indemnified by the seller for any costs resulting from failure to eliminate hazardous wastes; and BE IT FURTHER RESOLVED, no state funds will be made available for any future costs associated with cleanup; damages, or liability costs associated with hazardous wastes on or below the acquired property's surface. 186 ATTACHMENT II (INSERT AGENCY BOARD RESOLUTION) See Sample at http://www.dot.ca.gov/hq/MassTrans/state grants.html under Transit Forms 187 • AGENDA ITEM 9M • • • • RIVERSIDE COUNTY TRANSPORTA TION COMMISSION DATE: March 14, 2012 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Jillian Edmiston, Staff Analyst Brian Cunanan, Commuter Assistance Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Federal Congestion Mitigation and Air Quality Measure A Regional Rideshare Program Funding for the BUDGET AND IMPLEMENTA TION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Approve the programming of $2.7 million in federal Congestion Mitigation and Air Quality (CMAQ) funds for continuation of the Regional Rideshare Program in FYs 2012/13 through 2017/18; and 2) Authorize staff to program the CMAQ funds for the Regional Rideshare Program in the Federal Transportation Improvement Program (FTIP). BACKGROUND INFORMATION: Transportation Demand Management and Measure A While much of the Commission's work is focused on increasing transportation infrastructure and capacity, there is significant value in ensuring that the transportation systems in Riverside County are used efficiently. Rideshare and other commuter -transportation demand management (TDM) programs are a vital tool for Riverside County and the entire Inland Empire region as it significantly decreases the number of vehicles traveling on congested corridors and saves thousands of pounds of pollutants from being emitted into the air each year. The Commission has valued rideshare as a viable element to ensure efficient use of its transportation system. That vision is acknowledged in the extension of the Commission's Commuter Assistance Program (CAP) as a funded element in the 2009 Measure A plan. The CAP efficiently influences driver behavior by fostering a mode -shifting decision at both the employer and commuter levels through employer rideshare services and support, ridematching services, park and ride lots, commuter Agenda Item 9M 188 incentives, and program outreach. In FY 2010/11, the CAP had over 8,879 participants and saved 1.9 million one-way trips from being taken and prevented over 790,000 pounds of emissions from polluting the air. CMAQ Funds The federal CMAQ program was first established in 1991 under the Intermodal Surface Transportation Act to fund transportation projects and programs that improve air quality and reduce congestion. CMAQ funds have continued to be included in subsequent federal transportation authorizations. The Regional Rideshare Program meets CMAQ eligibility requirements and is an excellent candidate for these funds. DISCUSSION: Funding for CAP is primarily provided by Measure A revenues. Staff regularly seeks supplemental funding for CAP to expand the suite of services it offers. Since 2007, a county grant and federal Job Access Reverse Commute funding have been secured to extend the Rideshare Incentives program to Coachella Valley commuters. In addition, various Mobile Source Air Pollution Reduction Review Committee grants have been awarded for TDM-related programs and activities. In FY 2006/07, the Commission approved $820,000 of federal Surface Transportation Program funds to cover the regional rideshare activities for FY 2006/07 through FY 2010/11. Staff recommends programming $2.7 million in federal CMAQ funds for continuation of the Regional Rideshare Program in FY 2012/13 through FY 2017/18 and to authorize staff to program the CMAQ funds for the Regional Rideshare Program in the FTIP. Financial Information In Fiscal Year Budget: N/A Year: FYs 2012/13-17/18 Amount: $2,700,000 Source of Funds: Federal CMAQ funds Budget Adjustment: N/A. GL/Project Accounting No.: 0021 XX 414 41403 263 41 41401 Fiscal Procedures Approved: \ite4,44", Date: 02/16/12 Agenda Item 9M • • 189 • AGENDA ITEM 9N • • RIVERSIDE COUNTY TRANSPORTA TION COMMISSION DATE: March 14, 2012 TO: Riverside County Transportation Commission FROM: John Standiford, Deputy Executive Director THROUGH: Anne Mayer, Executive Director SUBJECT: Caltrans Community -Based Transportation Planning Grants STAFF RECOMMENDATION: This item is for the Commission to: 1) Adopt Resolution No. 12-013 "Resolution of the Riverside County Transportation Commission Approving the Application for California Department of Transportation Planning Grant Program Funds"; 2) Authorize the Executive Director, pursuant to legal counsel review, to execute agreements and/or amendments which may be necessary for the submittal of a Community -Based Transportation Planning Grant on behalf of the Commission in partnership with the University of California at Riverside (UCR); and 3) Authorize the Executive Director to sign a support letter for the county of Riverside's Community -Based Transportation Planning Grant for a comprehensive planning effort for the Winchester Community. BACKGROUND INFORMATION: The Edward J. Blakely Center for Sustainable Suburban Development (CSSD) at UCR is requesting to enter into a partnership with the Commission in order to compete for a Community -Based Transportation Planning Grant available through the state of California, Department of Transportation (Caltrans). The Commission, as the regional transportation planning agency, would be the primary grant applicant and must certify by resolution the Commission's approval to apply for the grant funds. As detailed in the attached letter from CSSD, the grant, if funded, would use the concepts of new urbanism to produce "waikability" plans for economically disadvantaged and transit challenged neighborhoods in the city of Riverside. During the next few years, the Commission will be making an enhanced investment in public transit with the development of the Perris Valley Line (PVL) Metrolink extension, added Metrolink service on existing lines, and funding of express bus services that will utilize the 91 Express Lanes. Additionally, the proposed Regional Transportation Plan (RTP) that will be considered by the Southern California Agenda Item 9N 190 Association of Governments (SCAG) will indicate a need for additional transit service throughout the region. By participating in this effort by UCR, the Commission will gather important information on the interaction of public transit service and pedestrian requirements in economically disadvantaged and transit dependent areas. Partnering with the Blakely Center also provides an excellent opportunity to work with UCR on an important countywide issue that is likely to become more prevalent with the implementation of SB 375 and other efforts to reduce greenhouse gas emissions. In the past, the Blakely Center has partnered with the Coachella Valley Association of Governments and Western Riverside Council of Governments on other planning projects. In terms of the needed match for the grant, the Commission will provide a nominal amount of staff time and other support costs, estimated at $24,000, to support the two-year work effort. The Commission does not intend to provide a direct monetary contribution to the application. Request for Commission Support of County Planning Grant Application The Commission has also been asked by the county of Riverside Planning Department to support a comprehensive planning effort for the Winchester Community. The Planning Department is pursuing a grant of $300,000 with a 10% local match supplied by Supervisor Jeff Stone's office. This planning effort would evaluate and work toward the integration of several multi -modal transportation plans and projects currently underway by the Commission. These plans and projects include the PVL and State Route 79 realignment (both of which are under the Commission's jurisdiction), the updated strategic plan proposed by the Riverside Transit Agency, and the required implementation of SCAG's Regional Blueprint/RTP/Sustainable Communities Strategy. The multimodal projects would be integrated along with the land use elements and provide a comprehensive strategy to accommodate sustainable and multimodal development for the Winchester area plan. With Commission approval of this request, the Executive Director will provide a support letter for the county of Riverside's grant application prior to the April 2 deadline. Although both of these projects will be seeking grant funding from the same program, staff believes that both are worthwhile efforts and will provide a long- term benefit to advancing Commission goals and objectives. Agenda Item 9N • 191 • • Financial Information In Fiscal Year Budget: N/A Year: FY 2012/13+ Amount: $240,000 Source of Funds: Caltrans' Community Based Transportation Grant Budget Adjustment: N/A GL/Project Accounting No.: 106-65-41501 - $240,000 (Grant revenue) 106-65-XXXXX - $24,000 (In -kind expenditures) Fiscal Procedures Approved: ✓� d,A,_tt, Date: 03/07/1 2 Attachments: 1) UCR's Center for Sustainable Suburban Development 2) Resolution No. 1 2-013 Agenda Item 9N February 10, 2012 ATTACHMENT 1 Center for use,,- it Suburb< n Developrn r VIA EMAIL Anne Mayer, Executive Director Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor P.O. Box 12008 Riverside, CA 92502-2208 B101 Highlander Hall Riverside, CA 92521 951-827-7830 http://cssd.ucr.edu RE: Partnership Proposal for a Caltrans Community -Based Transportation Planning (CBTP) Grant Opportunity The Center for Sustainable Suburban Development at U.C. Riverside (CSSD) has a goal to participate in research projects that address both development and sustainability issues in Riverside County. To this end, CSSD is interested in competing for Caltrans CBTP grant funds with the idea of funding a project that will address a pressing transit related need for the local community. As you likely know, Caltrans requires that a regional transportation planning agency be the prime applicant on CBTP grants. CSSD partnered with the Coachella Valley Association of Governments for a past project that explored new models to encourage pedestrian safety and parental support for children to walk to school in the Coachella Valley. CSSD would like to request a grant partnership with the RCTC to make a new CBTP funded project a reality. Working with RCTC, we propose to use the theories surrounding New Urbanism development to work with residents in a defined area of Riverside to produce "walkability plans" that could be incorporated as local public planning policy. New Urbanism is the essence of old urban communities, areas that had integrated land uses, encouraged walking, and where neighbors knew one another because of a strong neighborhood identity. The ideas of New Urbanism have become lost in many urban areas as development policy and personal habits have diverged to a more isolated and auto -centric environment. These "walkability plans" may touch on attracting usable public transit, adding infrastructure such as wider sidewalks and traffic calming, and encouraging local investment to integrate businesses into neighborhoods, etc. It is also CSSD's hope to encourage lasting public participation in developing the plan. We envision that the plan would be developed over a series of meetings with City/County staff and local residents. CSSD hopes to submit the above grant as an environmental justice proposal, highlighting the notions that poorer neighborhoods suffer from a disproportionate amount of obesity, ambient pollution, lack of jobs, lack of social capital, etc., that could be addressed by a New Urbanist guided "walkability plan." 193 MS. ANNE MAYER 2 Working in partnership with RCTC, we propose the following course of action for the proposed CPTP grant: 1. analyze neighborhood infrastructure, common areas (parks, streets, etc.) and social capital (e.g., local powerbrokers, social clubs, schools, etc.); 2. conduct a series of meetings with local officials, municipal staff, and residents of the target area; 3. produce a plan, with a five year timeline for implementation; and 4. put the plan on a public agenda for adoption by the City and/or County. I hope that the above design would be of interest to RCTC in a partnership proposal with CSSD to the Caltrans CBTP program. CSSD is interested in partnering with RCTC staff to submit a joint application. Please let me know of your organization's interest. Please feel free to contact me at juliann.allison@ucr.edu, or Dr. Jeff McLaughlin, the Affiliated Fellow attached to this grant application, at jeff.mclaughlin@ucr.edu. We can also both be reached at 951-827-7830. Please find more information on the Caltrans CBTP grant at http://www.dot.ca.gov/hq/tpp/grants.html. Thank you very much for your time. Sincerely, Dr. Juliann Emmons Allison, Associate Director University of California at Riverside Center for Sustainable Suburban Development CC: Rick Burnham Shayna Conaway Jeff McLaughlin • 194 ATTACHMENT 2 • RESOLUTION NO. 12-013 RESOLUTION OF THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION APPROVING THE APPLICATION FOR CALIFORNIA DEPARTMENT OF TRANSPORTATION PLANNING GRANT PROGRAM FUNDS WHEREAS, the Riverside County Transportation Commission ("Commission") is the designated regional transportation planning agency for Riverside County, and has been delegated responsibility by the legislature of the state of California to provide more local control and input into transportation matters by assisting local governments with funding for local streets and roads, smoothing the way for commuters and ensuring that everyone has access to transportation; and WHEREAS, State of California Department of Transportation ("Caltrans") funds Community -Based Transportation Planning Grants that promote a balanced, comprehensive multi -modal transportation system by funding a wide range of transportation planning projects and programs, which address local and regional transportation needs and issues; and • • WHEREAS, the Commission wishes to apply for 2012 Caltrans Community -Based Transportation- Planning Grants in partnership with the University of California at Riverside's Center for Sustainable Suburban Development ("UCR"); and WHEREAS, the Commission and UCR wish to utilize Caltrans Community -Based Transportation Planning Grant funds to implement the concepts of New Urbanism and produce "walkability" plans for economically disadvantaged and transit challenged neighborhoods in the city of Riverside; and WHEREAS, procedures established by Caltrans require the Commission, as primary grant applicant, to certify by resolution the approval of application(s) before submission of said application(s) to Caltrans; and WHEREAS, the Commission will enter into a contract with Caltrans to complete the grant scope. NOW, THEREFORE, BE IT RESOLVED that the Riverside County Transportation Commission hereby finds that: 1. The filing of an application for a 2012 Caltrans Community -Based Transportation Planning Grant is approved, and 195 ATTACHMENT 2 2. The applicant certifies that it has reviewed, understands, and agrees to the General Provisions contained in the Caltrans Community -Based Transportation Planning Grant Administration Guide; and 3. The authority to conduct all negotiations, sign, and submit all documents, including, but not limited to applications, agreements, amendments, and payment requests, which may be necessary for the completion of the grant scope has been delegated to the Executive Director; and 4. The applicant agrees to comply with all applicable federal, state, and local laws, ordinances, rules, regulations and guidelines. APPROVED AND ADOPTED this 14th day of March 2012. John J. Benoit, Chair Riverside County Transportation Commission ATTEST: Jennifer Harmon, Clerk of the Board Riverside County Transportation Commission 196 • AGENDA ITEM 90 • • • • • RIVERSIDE COUNTY TRANSPORTA TION COMMISSION DATE: March 14, 2012 TO: Riverside County Transportation Commission FROM: Western Riverside County Programs and Projects Committee Tanya Love, Goods Movement Manager Michael Blomquist, Toll Program Director THROUGH: Anne Mayer, Executive Director SUBJECT: TIGER IV Discretionary Grants: State Route 91 Corridor Improvement Project WESTERN RIVERS/DE COUNTY PROGRAMS AND PROJECTS COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Direct staff to prepare a Transportation Investment Generating Economic Recovery (TIGER) grant application and Transportation Infrastructure Finance and Innovation ACT (TIFIA) letter of interest (L01) submittal package to U.S. Department of Transportation (U.S. DOT) for the SR -91 Corridor Improvement Project (SR -91 CIP); 2) Authorize the Executive Director to submit the grant application and TIFIA L01; and 3) Authorize the Executive Director to submit future TIGER grant applications and TIFIA LOI for the SR -91 CIP if necessary. BACKGROUND INFORMATION: Grant and LOI Activities In December 2011, the SR -91 CIP project received a $20 million TIGER grant. The TIGER grant will pay for the U.S. DOT TIFIA subsidy payment that is needed to provide a future TIFIA loan for a portion of needed financing for the $1.3 billion freeway widening between Interstate 15 and the Orange County line. In an attempt to bridge the remaining funding gap, the Commission directed staff to see additional funding through the FY 2011/12 TIFIA process. That TIFIA funding request was submitted to U.S. DOT in December 2011; it is anticipated that invitations to submit a TIFIA loan application will be made in March or April of 2012. The extension of the 91 Express Lanes and freeway widening of the general purpose lanes continues to require significant funding that is anticipated to come Agenda Item 90 197 from the sale of toll revenue bonds and Measure A funds. To supplement this funding, staff is seeking an additional loan through the federal TIFIA program and is requesting Commission approval to submit the SR -91 CIP for FY 2011/12 TIGER Discretionary Grant and TIFIA LOI consideration. While staff is hopeful that the SR -91 CIP project will receive additional grant funding as a result of the December 2011 TIFIA submittal, the Commission should continue to be proactive in submitting a grant and/or LOI for every grant cycle until the funding for the SR -91 CIP is complete. On January 31, the U.S. DOT announced an additional grant cycle and identified March 19, as the last date to submit a grant application and LOI. Staff is again seeking approval to submit a grant and L01 for the SR -91 CIP project. SR -91 CIP Project Details The SR -91 CIP extends the 91 Express Lanes into Riverside County, adds a new lane in each direction of the SR -91, rebuilds seven interchanges, makes needed street and access improvements in the city of Corona and constructs a number of auxiliary lanes at key locations to ease access on and off the freeway especially between the SR -91 and 1-15. FY 2012 TIGER Grant/LOI Details The FY 2011/12 Appropriations Act appropriated $500 million for national infrastructure investments. Funding for the TIGER Discretionary Grants program will be allocated on a competitive basis by U.S. DOT. The process will be highly competitive with no more than $125 million awarded to projects in a single state. This year's grant process allows for up to $175 million of the $500 million to be used to pay the subsidy and administrative costs of TIFIA, a federal credit assistance program. The notice of funding availability was released by U.S. DOT on January 31. While the guidelines allow almost any kind of eligible applicants (state and local governments, tribal governments, transit and port authorities, etc.,) and the project eligibility list covers a broad range of project types and modes, it is clear in the guidelines that U.S. DOT officials are looking to award funds for projects that will have a significant impact on the nation, a metropolitan area, or a region. Additionally, U.S. DOT will consider the extent that projects are ready to proceed with obligation of grant funds when evaluating applications. U.S. DOT Application Process Final grant applications and LOIs are due no later than March 19, 2012. Projects that are eligible for TIGER discretionary grants include capital investments in: Agenda Item 90 • • e 198 • • • 1) Highway or bridge projects; 2) Public transportation projects; 3) Passenger and freight rail projects; and 4) Marine port infrastructure investments. U.S. DOT established a pre -application screening process based on the following threshold requirements: 1) Project is an eligible project; 2) NEPA (National Environmental Policy Act) is completed or has been initiated; 3) Project is included in the relevant state, metropolitan, and local planning documents, if applicable; 4) Project is able to obligate funds by September 30, 2013 (Note: U.S. DOT prefers June 30, 2013); and 5) For urbanized areas, a 20% local match must be identified and committed; there is no match requirement for rural areas. Projects can increase their competitiveness by demonstrating significant non-federal contributions in excess of the required local match. Additionally, U.S. DOT will give priority to projects for which federal funding is required to complete an overall financing package; projects can increase their competitiveness by demonstrating significant non-federal contributions. Key Dates for 2012 Grant and LOI Cycle 1) January 31, 2012 - U.S. DOT releases notice of funding availability; 2) February 20, 2012 - Pre -application due; and 3) March 19, 2012 - Grant application and [01 due. Agenda Item 90 199 • AGENDA ITEM 9P • • • • RIVERSIDE COUNTY TRANSPORTA TION COMMISSION DATE: March 14, 2012 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Technical Advisory Committee Tanya Love, Goods Movement Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Grade Separation Priority Update Study for Projects Located on the Alameda Corridor East Riverside County BUDGET AND IMPLEMENTATION COMMITTEE, TECHNICAL ADVISORY COMMITTEE, AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Approve the Grade Separation Priority Update Study for Riverside County projects located on the Alameda Corridor East (ACE); and 2) Based on study, direct staff to develop a 2012 grade separation funding strategy. BACKGROUND INFORMATION: The impact of delays caused by freight trains traveling through Riverside County continues to be one of the area's most pressing transportation concerns. Southern California is the goods movement gateway to the nation because of the area's numerous advantages: deep -water marine ports, highly developed networks of highways and railways, an extensive concentration of warehousing and distribution facilities, and an enormous local consumer market. Congested highways and rail corridors are a barrier to keeping goods moving and the economy growing. Public health is at risk as regional freight activities are a major source of air pollution, which is recognized as responsible for approximately 5,000 premature deaths per year. Goods movement was identified as a component of the Southern California Association of Governments' (SCAG) 2012 Regional Transportation Plan/Sustainable Communities Strategy (RTP/SCS). The RTP/SCS is currently being circulated for review and comment. Following the 2008 RTP, SCAG initiated a Comprehensive Regional Goods Movement Plan and Implementation Strategy. The regional goods movement system defined through the implementation strategy was the basis of the goods movement section of the 2012 RTP/SCS. The train Agenda Item 9P 200 assumptions, particularly future growth rates for freight rail assumed in the 2012 Grade Separation Priority Update Study were finalized after discussion and collaboration with SCAG RTP and goods movement technical staff and consultants. As a result, the proposed project list from the 2012 grade separation study, if approved, can be incorporated within SCAG's Goods Movement Plan. There are currently 55 at -grade railroad crossings remaining in Riverside County. These crossings present conflicts between rail and highway traffic and are located on the main lines of either the Union Pacific (UP) or Burlington Northern Santa Fe (BNSF) railroads. In 2008, the Commission ranked the at -grade crossings into five priority tiers based on a set of criteria that included safety, congestion, air quality, noise, adjacent grade separations and local community preferences. At that time, the Commission identified 28 crossings that were ranked in the top two tiers as the highest priority for grade separations. Based on funding availability as well as project deliverability, the 2008 funding strategy update also identified three additional projects - Avenue 52, Avenue 56/Airport Boulevard, and Avenue 66 - as top priority projects. Significant Progress Completing Grade Separations As shown on the table below, significant progress has been made since the 2008 funding strategy was adopted. Two projects - Avenue 48/Dillon Road, and Jurupa Avenue - were completed. Two at -grade crossings were permanently closed - Jane Street and Mountain View Avenue. In addition, $162.7 million in Proposition 1B funds was allocated to 131 goods movement projects - 12 at -grade crossings and one interchange project - in Riverside County through the Trade Corridor Improvement Fund (TCIF) program. Two of those grade separations - Columbia Avenue and Magnolia Avenue - have been completed. Three additional TCIF projects - Auto Center Drive, Iowa Avenue, and the I-215/Van Buren Boulevard interchange project - will start construction within the next three months. It is projected that the remaining seven at -grade crossings (Avenue 52, Avenue 56/Airport Blvd., Clay Street, Magnolia Avenue, Riverside Avenue, Streeter Avenue, and Sunset Avenue) will start construction by August 2013. Grade Separation Jurisdiction TCIF Project (Yes/No) Status Construction Start Date (Projected) Auto Center Corona Yes 4/2012 Avenue 48/Dillon Coachella No Completed Avenue 52 Coachella Yes 7/2013 Avenue 56/Airport Blvd. Riverside County Yes 3/2013 In March 2011, at the city of Riverside's request, the Commission deleted the Third Street grade separation project from the TCIF program. Agenda Item 9P • 201 • • Grade Separation Jurisdiction TCIF Project (Yes/No) Status Construction Start Date (Projected) Clay Street Jurupa Valley Yes 8/2013 Columbia Avenue Riverside Yes Completed Iowa Avenue Riverside Yes 4/2012 Jane Street Riverside No Permanently Closed Jurupa Avenue Riverside No Completed Magnolia Avenue Riverside Yes Completed Magnolia Avenue Riverside County Yes 4/2013 Mountain View Avenue Riverside No Permanently Closed Riverside Avenue Riverside Yes 12/2012 Streeter Avenue Riverside Yes 8/201 2 Sunset Avenue Banning Yes 3/2013 When completed, there will be 46 at -grade crossings remaining in Riverside County. Given the update of the 2012 RTP/SCS, the pending completion of the at -grade crossings identified above, and the near -term reauthorization of the transportation bill, the consulting firm of InfraConsult LLC was retained through the Commission's on -call goods movement contract to work with local jurisdictions to update the 2008 grade separation funding criteria in order to prioritize the remaining 46 at -grade crossings. 2012 Grade Crossing Prioritization Study The effective and efficient movement of goods is critical to getting people and businesses the products they need in a timely manner. Based on the San Pedro Bay Ports (Port of Los Angeles and Port of Long Beach) container forecast, container traffic is projected to triple to 43.2 million twenty -foot equivalent units (TEUs) by 2035. Based on 2011 data, the ports currently handle 13.5 million TEUs of freight annually. While the growth represents significant economic opportunities to Southern California and the nation, it also presents challenges in terms of improving the region's goods movement infrastructure, as well as air quality issues, safety and impacts to quality of life. The increased freight movement means that rail crossing gates will be down for longer periods of time, further delaying motorists at the rail crossings. In 2035, based on the projected growth of rail traffic, population and employment, the following impacts are anticipated, if railroad crossings are maintained at -grade. • Total vehicle hours of delay at all railroad crossings combined is anticipated to increase six -folds from existing levels; Agenda Item 9P 202 • Total emissions at all railroad crossings combined is anticipated to increase from nine tons/year in 2010 to 53 tons/year; and • Population being impacted by at least 63 dB of noise due to train activity and horn blowing is projected to almost double. Attached for review and approval is a draft report entitled Grade Separation Priority Update Study for Alameda Corridor East. This study builds upon previous studies approved by the Commission. The first study was done in 2001 in partnership with the Coachella Valley Association of Governments and the Western Riverside Council of Governments. That study identified long-term needs for grade separation at -grade crossings on railroad mainlines passing through Riverside County. The 2001 study prioritized grade separation needs based on several technical criteria, which were subsequently updated in 2006. The 2012 study used the approved methodology from the 2006 study for the evaluation of updated data. In addition to the original seven factors that were used in 2006, two new criteria were added to the 2012 study. The criterion was confirmed in consultation with technical staff of the affected jurisdictions and approved by Commission's Technical Advisory Committee on January 30, 2012. The original factors used in the 2006 study included: • Safety (accident score rating, combination of frequency and severity); • Existing (2010) daily vehicle delay; • Future (2035) daily vehicle delay; • Emissions (2035); • Residential noise; • Adjacent grade separations; and • Local priority. The following two additional criteria were added to the 2012 study: • Project readiness; and • Isolated location (bonus criteria). An overview of the 2012 study results will be presented at the Committee meeting including the proposed criteria to reprioritize rail crossing locations with the greatest need for improvement in Riverside County. Attachment: Grade Separation Priority Update Study for Alameda Corridor East Agenda Item 9P • • 203 Fr,ferhie County `r3nSCt^rtdte(a C•a.nrrr5so;z RIVERSIDE COUNTY TRANSPORTATION COMMISSION Grade Separation Priority Update Study for Alameda Corridor East (Riverside County) DRAFT REPORT February 2012 • Prepared By: nfraConsult 204 • Riverside County Transportation Commission Grade Separation Priority U :late St (Al for. 'Alameda 1amedaCorridor East (Riveirside Coup InfraConsult LLC 2/21/2012 205 • • • I(Grade Separation Priority Update Study for Marneda Corridor East (Riverside County) Table of Contents 1.0 Introduction 1 1.1 Grade Crossing Project Status since 2006 Update 3 2.0 Methodology 8 2.1 Weighting Options 8 2.2 Methodology for Safety Evaluation 9 2.3 Methodology for Rail Crossing Delay 10 2.4 Methodology for Vehicle Emissions 13 2.5 Methodology for Noise Impacts 15 2.6 Methodology for Distance to Nearest Grade Separation 15 2.7 Methodology for Local Agency Priority 15 2.8 Methodology for Project Readiness 16 2.9 Methodology for Isolated Locations 16 2.10 Priority Groupings 17 2.11 Consistency and Coordination with SCAG 17 3.0 At -grade Crossing Analyses 18 4.0 2012 Analysis Results 26 5.0 Recommendations 32 2/2112012 InfraConsult 206 tic -in Priority 3E)u t : tud:' for C �.li ci {., ill i�;i�(}P '?�i. ��\ i'i e3. ,.. L' i.1u List of Tables Table 1.1: Grade Crossing Projects Status and Projected Construction Start Dates 5 Table 2.1: Evaluation Criteria and Weighting 9 Table 2.2: Criterion, Weighting Factors and Weighted Scores for each Weighting Option 9 Table 2.3: Overall Accident Rating 10 Table 2.4: Train Count 11 Table 2.5: Vehicle Delay Criteria and Score 13 Table 2.6: Emission Factors 14 Table 2.7: State of California 2008 Total Vehicles by Classification 14 Table 2.8: State of California 2008 Total Vehicles by Classification by Mode 14 Table 2.9: Noise Level from Source 15 Table 2.10: Local Ranking Scoring Example 16 Table 3.1: Train Volumes 18 Table 3.2: Train Volume by Time Period 18 19 Table 3.4: Vehicle Delay and Gate Down Time 20 Table 3.5: Vehicle Emissions 22 Table 3.6: Accident History and Noise -Impacted Population 24 Table 4.1: Priority Group Breakdown 26 Table 4.2: Scores for each Criterion 27 Table 4.3: 2012 Priority Groups 28 Table 4.4: List of Crossing within 2012 Priority Groups #1 and #2 30 Table 4.5: Quantitative Benefits 30 Table 3.3: Train Speeds and Length List of Figures Figure 1.1: Alameda Corridor 2 Figure 1.2: Alameda Corridor and Alameda Corridor East Rail Lines 4 Figure 1.3: Location and Status of Rail Crossings in 2012 Study 7 Figure 2.1:Count Locations and Identification of Railroad Lines in Riverside County 12 Figure 4.1: 2012 Priority Rankings, 29 Figure 4.2: Location of Crossings within 2012 Priority Groups #1 and #2 31 List of Appendix Appendix A: 2011/2012 Observed Train Counts Counts at Jurupa Avenue A-2 Counts at Riverside Avenue A-3 Counts at McKinley Street A-4 Counts at Sunset Avenue A-5 Counts at Clay Street A-6 Counts at Center Street A-7 A-8 Counts at Avenue 54 2/21/201.2 InfraConsult 207 • • CIS st (R I SlCli_' Coun 1.0 Introduction Riverside County serves as a conduit for the ports of Los Angeles and Long Beach for transportation of goods to areas beyond the state with more than 77 percent of freight being pass -by freight destined for areas beyond. Of the pass -by freight 65 percent passes through by rail and the remaining 35 percent on trucks'. This results in having a train at most rail crossings at least twice an hour. Slow freight trains create delays for vehicles at many of the 55 at -grade crossings in the county, which are owned by private freight operators Union Pacific (UP) and Burlington Northern Santa Fe (BNSF), both being Class I railroad. In addition to freight rail traffic, commuter and passenger rail services (Metrolink and Amtrak) share tracks with freight trains, which often result in poor on -time performance due to constrained track capacity. The 2010 Census reported a population of 2.2 million people in Riverside County which is about a 41.7% increase from the 2000 Census report of 1.5 million2. In comparison, the state of California grew at the rate of approximately 10% during the same time period. Within the Southern California Association of Governments' (SCAG) six county region (Counties of Los Angeles, Ventura, Orange, Riverside, San Bernardino, Imperial), Riverside County's growth rate for the past ten years (2000-2010) was the highest. One of the major effects of the rapid growth has been the emergence of traffic congestion on roadways many of which formerly operated at free flow, even during peak traffic hours. Long-distance commute patterns have created substantial peak hour congestion and deteriorated air quality, particularly in corridors where topographic barriers limit the number of available. roadways. Freight movement through Southern California is also increasing at a rapid rate. In order to manage this growth, following the 2008 Regional Transportation Plan (RTP), SCAG initiated its Comprehensive Regional Goods Movement Plan and Implementation Strategy. The plan incorporates findings and recommendations from completed and ongoing studies, like the Multi -County Goods Movement Action Plan (MCGMAP) and SCAG's Port and Modal Elasticity Study Phase II, etc. The regional goods movement system defined through this plan (Comprehensive Regional Goods Movement Plan) will be the basis of the Goods Movement section of the 2012 Regional Transportation Plan/Sustainable Communities Strategy (RTP/SCS). The draft 2012 RTP/SCS is currently in circulation and is under a formal review and comment period until February 15, 2012. The assumptions for this study was finalized after discussion and collaboration with SCAG RTP and Goods Movement technical staff and consultant, so that the findings from this study and the Goods Movement project recommendation in the 2012 RTP/SCS are in sync. Effective and efficient movement of goods is critical to getting people and businesses the products they need in a timely manner. According to SCAG, the Ports of Los Angeles and Long Beach currently (2011 data) handle 13.5 million twenty -foot equivalent units (TEUs) of freight annually. This quantity is approximately 40 percent of containers entering the United States and is projected to triple to 43.2 1 RCTC: http://www.rctc.orq/downloods/Mobility 21 Goods Move Brochure proof.pdf 22010 Census: http://quickfacts.census.qov/qfd/states/06/06065.html 2/21/2012 InfraConsult 208 million (TEUs) by year 203534. While this growth presents significant economic opportunities to Southern California and the nation, it also presents challenges in terms of improving the region's goods movement highway and rail infrastructure, as well as warehouse/industrial capacity to accommodate anticipated growth. Major investments in infrastructure will be required to provide short and long-term solutions to support moving goods both locally and throughout the country while mitigating associated environmental and community impacts. Figure 1.1: Alameda Corridor BNSF Rail Lines UP Rail Lines E Rai3yards Source: Alameda Corridor Transportation Authority Los Angeles Rail Lines Corridor and ACE Rail Lines. In order to accommodate increasing freight rail traffic leaving the Ports of Los Angeles and Long Beach, the Alameda Corridor was constructed and has been operational since April 20025. The Alameda Corridor (see Figure 1.1) is a 20 -mile rail cargo expressway linking the ports of Long Beach and Los Angeles to the transcontinental rail network near downtown Los Angeles. The corridor is comprised of a series of bridges, underpasses, overpasses and street improvements that separate freight trains from street traffic and passenger trains, facilitating more efficient goods movement. The project's centerpiece is the Mid -Corridor Trench, which carries freight trains in a 10 -mile long and roughly 33 feet deep open trench, which widens to about 50 feet between SR -91 in Carson and 25th Street in Los Angeles. After leaving the Alameda Corridor, the majority of trains travel east, destined to intermodal terminals in the Inland Empire and to other parts of the country. This area, known as the Alameda Corridor East (ACE) passes through the San Gabriel Valley (Los Angeles County), Orange County, San Bernardino County, and Riverside County. Figure 1.2 shows the Alameda In 2001, the Riverside County Transportation Commission (RCTC), partnering with the Coachella Valley Association of Governments (CVAG) and the Western Riverside Council of Governments (WRCOG), identified long-term needs for grade separation at grade crossings on railroad mainlines passing through Riverside County. The 2001 Study prioritized grade separation needs based on several technical criteria, which were subsequently updated in 2006. This report is a 2012 update of priority evaluation and its results for 46 at -grade rail crossings in the county. The evaluation of rail crossings addresses five mainline freight rail lines in Riverside County6: 3 http://www.scaq.ca.qov/goodsmove/regionalplan.htm 4 San Pedro Bay Ports Container Forecast 5 http://www.acta.orq/projects/projects completed alameda.asp 6 The San Jacinto Branch Line and the spur line off the Union Pacific line do not carry regional rail traffic, and are therefore not included in the analysis '012 InfraConsult 209 • • • Separation Priority U a Alan1E da t. o s t ii. ' 3 t iF`ve ,ie :. • Union Pacific (Los Angeles Subdivision); • Burlington Northern Santa Fe (San Bernardino Subdivision); • Burlington Northern Santa Fe & Union Pacific (Riverside); • Burlington Northern Santa Fe & Union Pacific (San Bernardino Subdivision); and • Union Pacific (Yuma Main). These rail lines accommodate freight service as well as passenger service (Metrolink commuter rail service and Amtrak). Currently about 66 freight trains pass through Riverside County per day, and the number is projected to increase to 137 by 2035. Increase in train volume means that rail crossing gates will be down for longer periods of time, further delaying Riverside County motorists at the rail crossings. In 2035, with the projected growth of rail traffic, population and employment, the following impacts are anticipated, if railroad crossings are maintained at -grade: • Total vehicle hours of delay at all railroad crossings combined is anticipated to increase from 600 hours per day in 2010 to 3,700 hours per day in 2035, which is more than six -folds; • Total emissions at all railroad crossings combined is anticipated to increase from 9 tons per year in 2010 to 53 tons per year in 2035; • Population being impacted by at least 63 dB of noise due to train activity and horn blowing is expected to increase from 811,000 in 2008 to 1,380,000 by 2035; and • At least 25 injury/fatal accident per million vehicles will occur at railroad crossings in the next 10 years, or at least 230 injury/fatal accident per million vehicles will occur with 250 feet of railroad crossings in the next 10 years. Therefore, safety and delay issues at rail crossings are becoming an increasingly important concern. 1.1 Grade Crossing Project Status since 2006 Update This report is the third iteration of Grade Crossing Priority Study since its inception in 2001. In the 2006 update, 62 at -grade crossings were evaluated and prioritized in five priority groups. Since that update, several rail crossing locations were grade separated, closed or have secured monies towards construction through the Proposition 1B Trade Corridors Improvement Funds (TCIF) Program. In 2008, the RCTC Commission adopted a Funding Strategy for grade separation based on the 2006 prioritization with 28 at -grade crossings ranked in the top two tiers as the highest priority for grade separations. Based on funding availability as well as project deliverability, the 2008 Funding Strategy Update' also identified the following three additional projects as high priority projects: • Avenue 52; • Avenue 56/Airport Boulevard; and • Avenue 66. ' Source: Grade Separation Funding Strategy: A Blueprint for Advancing Projects, RCTC, 2008 f?._01? InfraConsult • 211 Grade Separation Priority Update Study for Alameda Corridor East (Riverside County) Figure 1 .2: Alameda Corridor and Alameda Corridor East Rail Lines 1/2012 InfraConsult • 21 2 • 213 • ade Separation Prior. C:orridc3r- j as t (i iverside County.) Since the 2008 funding strategy was adopted, significant progress has been made in constructing grade separations and the following four projects have been completed: • Avenue 48/Dillon Road; • Columbia Avenue (TCIF Project); • Magnolia Avenue (TCIF Project); and • Jurupa Avenue. The following two at -grade crossings have been permanently closed: • Jane Street; and • Mountain View Avenue. A $162.7 million in Proposition 1B funds was allocated to 138 goods movement projects (12 are at -grade crossings and one interchange project) through the Trade Corridor Improvement Fund (TCIF) Program. Grade separation projects at Columbia Avenue and Magnolia Avenue in the City of Riverside have been completed. Grade separation projects at Auto Center Drive and Iowa Avenue, and a goods movement interchange project at I-215/Van Buren Boulevard will start construction by Spring/Summer of 2012. The remaining seven at -grade crossings are slated to start construction by December 2013. Table 1.1 presents a project status update for at -grade railroad crossings since the 2006 Study. Table 1.1: Grade Crossing Projects Status and Projected Construction Start Dates At -Grade Crossing Location Rail Line Jurisdiction Total 2006 RCTC TCIF Projected Construction Project Priority Tier Allocation- Start Date° Cost (in million) Sunset Avenue Avenue 52 Avenue 56/Airport Boulevard Auto Center Drive Iowa Avenue Fully Funded Projects- Funding Priority Group A UP Banning 536.5 1 510.0 March 2013 UP Coachella' 517.3 3 510.0 July 2013 UP County 560.0 4 510.0 March 2013 BNSF Corona $32.0 516.0'' April 2012 BNSF/UP Riverside $32.0 1 513.0 April 2012 Partially Funded Projects — Funding Priority Group; 6 Clay Stteet UP County 537.4 2 $12.5 August 2013 Magnolia Avenue BNSF County $81.8 1 513.7 April 2013 Riverside Avenue UP Riverside 530.3 1 58.5 December 2012 Streeter Avenue UP Riverside 536.8 2 $15.5 August 2012 b Source: Grade Separation Funding Strategy: A Blueprint for Advancing Projects, RCTC, 2008 Although the anticipated completion of the Auto Center Drive grade separation project may reduce the need for future grade separation at Railroad Street and Smith Avenue, those crossings were included in the 2012 Study. In summary, 46 rail road crossings were studied in this 2012 study. This includes the omission of the following 15 crossings since the 2006 Study that evaluated 62 crossings: 8 In March 2011, at the City of Riverside's request, the RCTC Commission deleted the 3rd Street grade separation project from the TCIF program 9 Source: Grade Separation Funding Strategy: A Blueprint for Advancing Projects, RCTC, 2008 10 RCTC Staff(RCTC Staff Report for February 27, 2012 Budget and Implementation Committee) 2/21/2012 InfraConsuit 214 .rad _ €{tm , ; ;gin ' iority 1. f � ate Stud o Ianieda Corridor East (Riverside County) • Two closed; • Four completed; and • Nine with TCIF funding commitments (all scheduled to start construction no later than December 2013). Figure 1.3 shows the location and status of railroad crossings in the county. The remainder of this report presents the methodology by which the remaining 46 rail crossing improvements were prioritized, potential benefits of grade separations, results and recommendations of the prioritization analysis. 2/21/2012 InfraConsuit 215 IGrade Sep Hem Priority update Stud; for Alameda Corridor East (Riverside County) Figure 1. 3: location and Status of Rail Crossings In 2012 Study MORENO VALLEY LEGEND Rail Cr ossi ngs — Line a�nr .( PALM SPRINGS • 216 • 217 • • rade Separation Priority Update Study for Alameda Corridor ;ast fftivetside County) 2.0 Methodology The purpose of this rail crossing priority analysis is to update the 2006 Study" and re -prioritize rail crossing locations with the greatest need for improvement in Riverside County. This study uses the approved methodology from the 2006 Study for the evaluation of updated data. In addition to the seven factors that were considered in the 2006 Study, two new criteria were added to this iteration. These were confirmed in consultation with technical staff of the affected jurisdictions, however the results of the 2012 study is pending approval of elected officials on the RCTC. The factors used in the 2006 Study include: • Safety (accident score rating, combination of frequency and severity) • Existing (2010) Daily Vehicle Delay • Future (2035) Daily Vehicle Delay • Emissions (2035) • Residential Noise • Adjacent Grade Separations • Local Priority The two additional criteria that were added to the 2012 study are: • Project Readiness • Isolated Location (bonus criterion) Each rail crossing was evaluated in terms of each of these nine factors, and a score was assigned based on the potential for benefits from grade separation. For example, a location with a high accident rating was given a high score because of the potential to improve safety through grade separation. A location with a high delay was given a high score because of the potential to reduce delay through grade separation. The scores for each factor were weighted to achieve the relative importance approved by the RCTC Commission. The weighted factor scores were combined to achieve an overall score for each location. The overall scores were used to assign each location a relative priority of 1 through 5, with priority #1 and #2 locations being the locations with greatest need for grade separation. 2.1 Weighting Options Based on feedback from the Technical Team (comprising of staff of the affected jurisdictions) meeting at the RCTC offices on November 8, 2011, two weighting options were reviewed. For each weighting option the criteria were scored slightly differently. Weighting option #1 is identical to the weighting that was used for the 2006 Study. Weighting option #2 differed from weighting option #1 by adding criterion "Project Readiness" and altering the weights for criteria "Existing (2010) Delay", "Future (2035) Delay" and "Safety". To the final scores obtained from each weighting option, a bonus score was added for the "Isolated Location" criterion. Each criterion was evaluated separately after which the scores for each 11 Riverside County Grode Crossing Priority Analysis, Kimley Horn and Associates, October 2006 8 l 2 t2 {.,/201.2 InfraConsult 218 pie Se Priorit ipdal•e Study idor East (Riverside Cot criterion were combined into an overall score for the crossing. In calculating the overall score, the individual criteria were weighted as shown in Table 2.1. Table 2.1: Evaluation Criteria and Weighting Weighting Option #1 (2006 Criteria) Safety Existing (2010) Vehicle Delay Future (2035) Vehicle Delay Emissions Residential Noise;, Adjacent Grade Separation Local Priority Project Readiness For both weighting options, a bonus criterion (Isolated Location) was added as contributing to an additional 5% to the overall score Weighting Option #2 (2012 Criteria) 20% Safety 20% Existing (2010) Vehicle Delay 20% Future (2035) Vehicle Delay 10% Emissions 10°% Residential Noise 10% Adjacent Grade Separation 10% Local Priority 0% Project Readiness 25% 15% 15% 10% 10% 10% 10% 5% To achieve the desired weighting, each score was multiplied by a weighting factor that was applied in order to achieve the following: • Normalize all the scores relative to each other; and • Apply the additional weighting to the delay and safety scores. Table 2.2 shows the scoring and weighting factors applied to each criterion for each weighting options. Table 2.2: Criterion, Weighting Factors and Weighted Scores for each Weighting Option Safety Existing (2010) Vehicle Delay Future (2035) Vehicle Delay Emissions Residential Noise Adjacent Grade Separation Local Priority Project Readiness Bonus: Isolated Location Total Score 5 5 100 100 5 25 Weighting Option #1 Weighting Maximum Factor Possible Weighted Score Weighting Option #2 Weighting Maximum Factor Possible Weighted Score 200 200 200 5 5 100, 20 1,000 1,000 1,000 500 500 500 500 0 0 250 250 250 250 5,250 5,250 250 150 150 5 5 1,250 750 750 500 500 00 500 2.0 500 83.33 250 The following discussion describes each factor used in the prioritization analysis, and how it was evaluated and scored. 2.2 Methodology for Safety Evaluation Consistent with the 2006 Study, recent rail crossing accident data was obtained from the Federal Railroad Administration (FRA). The FRA maintains a database of incidents involving rail equipment (both passenger and freight trains) at the crossings. From this database, accident data for each crossing was obtained, representing the accident history for each crossing over a 10 -year period (2001-2010). In addition, at the November Technical Team meeting, the local agencies suggested that the 2012 Study 2/21/2012 InfraConsult 219 iority Stud ci Corridor- East (i:tt-er•side County) incorporate accidents within 250 feet of railroad crossings. This data was available from the Cities of Beaumont, Corona, Jurupa Valley, and the County of Riverside. An overall accident rate was developed for each rail crossing based on the 10 years of recorded incidents from FRA and where available from within 250 feet of the railroad crossing. The accident rate took into account both frequency (number of accidents per million vehicles) and severity (property damage only, injury accident, fatality). The calculation produced an overall accident rating that is weighted according to the total number of injury and fatality accidents. Each location was assigned a safety score of 0 through 5 based on its overall accident rating. The scoring of FRA data and local data within 250 feet of crossings is shown in Table 2.3. For each location, the higher of the two scores (using FRA and local data) was used as the final rating for scoring purposes. Table 2.3: Overall Accident Rating FRA Data (accidents per million vehicles) Rating Criteria Rating Points > 0.2.0 0.15 - 0.20 0.10 - 0.15 0.05 - 0.10 0.001 - 0.05 0.0 5 1 Local Data (within 250 feet of Crossings) (accidents per million vehicles) Rating Criteria > 10 5 10 3 _- 5 1 -3 0-1 Rating Points' 5 4 3 2 2.3 Methodology for Rail Crossing Delay Delay impacts at railroad crossings are characterized in terms of total gate down time in minutes and vehicle -hours of delay per day. The grade crossing delay analysis used for this study followed the same methodology used 2006 Study12 to estimate existing and future levels of delay at each grade crossing being analyzed. The delay for each grade crossing was calculated based on through train traffic plus the delay attributable to local train traffic and switching/operational delays. The calculation produced the total crossing -gate down -time and vehicle -hours of delay experienced by roadway traffic at each grade crossing location. In addition, it produced an estimate of the length of roadway traffic queue due to the gate down interval caused by trains passing through the crossing. The formulas are as follows: • Gate down time (for each train) = 0.603 + 60 * (train length + 50 + (12*# lanes)) 5280 * train speed • Vehicle delay (for each train) = (gate down time)`'* vehicle queue per lane l * *# lanes 2*(1 vehicle queue per lane) 60 vehicle departure rate • Queue length (for each train)= gate down time*vehic le queue per lane*avg. vehicle length 12 Riverside County Grade Crossing Priority Analysis, Kimley Horn and Associates, October 2006 2/21/2012 InfraConsult 220 te Stud Ai ar[1 e d a rido East (Riverside County) Vehicle hours of delay at grade crossings were calculated for both 2010 and 2035 conditions based on existing and future train volumes, and traffic volumes on arterial streets. Existing train activity was determined by means of train observations conducted at seven crossings throughout the study area. These locations were chosen to be geographically representative of each of the rail corridors within the county, and counts were collected over two consecutive weekdays. Of these seven locations, two were chosen to be representative where switching activity was reported in the 2006 Study. Switching activity for this study's purpose is defined as a location where short trains were observed to stop at crossings, instead of moving through. Table 2.4 summarizes the details of train count observation for this study. These count locations are identified in Figure 2.1. Observed train counts are included in Appendix A to this report. Table 2.4: Train Count Location Clay Street Center Street McKinley Street Avenue 54 Sunset Avenue Jurupe Road Riverside Avenue Rail Line UP{LA Sub) BNSF & UP (S[3 Sub) BNSF (SB Sub) UP (Yuma Main) UP (Yuma Main) UP (LA Sub) UP (LA Sub) Duration Data Collection Date Switching Activity Included in the Study 24 -hour 24 -hour 24 -hour 24 -hour 24 -hour 15 -hour 15 -hour For each location the following was observed: 10/26/11 — 10/27/11 10/26/11 -- 10/27/11 10/26/11-10/27/11 10/26/11 - 10/27/11 10/26/11 - 10/27/11 01/11/12_-01/12/12 01/11/12-01/12/12 No No No No No Yes Yes No Yes Yes,, Yes No Yes Yes • For each train: o type of train (freight, passenger) o company (BNSF, UP, Metrolink, Amtrak) o direction of train travel o time of day (the timethe bells start ringing) o train speed o number of locomotives o number of cars o gate down time (time during which cars are unable to cross) (min: sec) o is it a through train (no evidence of stopping or backing up) o does the train stop o does the train back-up • Other information: o number of tracks o number of emergency vehicles that cross the tracks (and time of crossing) o predominant land use type around the crossing In addition to the train observations, train data was gathered from some of the local jurisdictions (Corona and the County of Riverside) that have recently completed studies in the area. Information on existing passenger train operations was obtained from Metrolink and Amtrak timetables. The forecasts of freight train and passenger train growth are consistent with SCAG's assumptions for their 2012 RTP/SCS. /201.2 InfraConsult • • 221 • Grade Separation Priority Update Study fir Alameda Corridor East (Riverside County) Figure 2 .1: Count Locations and Identification of Railroad Lines in Riverside C ounty Center /21/2012 /2 1/2012 InfraConsult SAN BERNARDINO LEGEND Rail Lines UPILASUB) 8NSF ;Cajon SUB) ++ UP BNSF (SR SUB1 • UP & BNSF (B1V1 �..r� BNSF 158 SUB) -*+- - U A',thir-,bra SUR) �•�� UP; VUMA? Rail Crossings ♦ L�xdU<in (( Train Co:€n s 222 • 223 • • kt- > Study niedd l !,C1i1'1t t11 L'.2:st ( Riverside Co Existing average daily traffic volumes on roadways crossing the railroad tracks were obtained from the local jurisdictions, where available (for the larger jurisdictions, the County, Corona etc.). To forecast traffic volumes for 2035, the current TransCAD model for Riverside County (Riverside County Transportation Analysis Model (RIVTAM)) was used to determine how much the existing volume would increase by the year 2035. 2035 traffic forecast at each location was calculated by applying a growth factor to existing (observed) vehicle counts at each location. The growth factor was derived from the RIVTAM. The train observation data were used to ascertain the switching and operational delays at each location. Local trains and switching/operational delays were identified in the train counts if trains were short (<10-15 cars), or if trains stopped or backed up. The level of local/switching delay was estimated for each of the seven locations observed in 2011/2012, and that amount of delay was applied to other rail crossings in proportion to the local/switching delay observed in 2006, then added to through train delays to obtain the total daily delay at each crossing. Based on these calculations, each location was assigned a score of 0 through 5 based on the average, daily vehicle delay as follows: Table 2.5: Vehicle Delay Criteria and Score 2005 Average Daily 2030 Average Daily Vehicle Delay Vehicle Delay > 30 vehicle hours/day 20-30 vehicle hours/day 15-19 vehicle hours/day 10-14 vehicle hours/day 5-9 vehicle hours/day <5 vehicle hours/day >150 vehicle hours/day 100-150 vehicle hours/day 50-99 vehicle hours/day 25-49 vehicle hours/day 10-24 vehicle hours/day < 10 vehicle hours/day.,"; Score 2.4 Methodology for Vehicle Emissions Vehicle emissions resulting from grade crossing delays were calculated under both existing and future conditions by multiplying estimated daily delay by the idling vehicle emissions factors established by the California Environmental Protection Agency Air Resources Board (ARB) and summarized in Table 2.6. On September 30, 2011, the ARB released their EMFAC2011 (EMission FACtors). The EMFAC2011 is the latest installment of the EMFAC series of models, which is ARB's tool for estimating emissions from on - road vehicles. The EMFAC outputs emission factors categorized by region (county and air basin where a county may encompass multiple air basins), calendar year, season (annual, summer, winter), vehicle category (passenger cars, trucks etc.), fuel type (gas, diesel), model year of vehicle and speed. For the purpose of this study idling emissions factors were obtained at five miles per hour speed under summer conditions, for all vehicle types and fuel. As different emission factors are provided for different vehicle classifications, total delay wa' disaggregated proportional to vehicle classification. In the absence of a specific estimated vehicle classification breakdown for each grade crossing, vehicle classifications were assumed to be proportional to the 2008 estimated total vehicles for the State of California13 as presented in Table 2.7 and Table 2.8. 13 Source: 2008 California Motor Vehicle Stock, Travel and Fuel Forecast, Caltrans, June 2009 3 2/21:2012 InfraConsult 224 3`d :.. Table 2.6: Emission Factors Update Study ,r A idol' Gasoline Diesel Pollutant Autos Light Heavy Motor- Autos Light Heavy (grams per hour) Trucks Trucks cycles Trucks Trucks South Coast Air Basin ROG 1.59 2.70 2.76 24.37 0.96 1.46 2.16 CO 23.35 40.29 43.65 167.98 6.83 8.68 14.09 NO, 1.20 2.93 1.65 4.79 5.47 6.03 33.30 PrvIlo 0.07 0.10 0.05 0.01 0.72 1.22 0.53 Salton Sea Air Basin ROG 1.68 2.93 3.84 25.41 1.16 1.40 2.96 CO 24.50 42.29 49.03 193,29 7.23 8.39 18.94 NO, 1.41 3.39 2.09 4.86 5.11 66.02 35.09 PM1r 0.07 0.10 0.05 0.01 0.88 1.18 0.66 Notes: ROG: Reactive Organic Gas; CO: Carbon Monoxide; NOx: Oxides of Nitrogen; PM1o: Particulate Matter Source: EMFAC2011, California Environmental Protection Agency Air Resources Board, Summer Conditions Table 2.7: State of California 2008 Total Vehicles by Classification Gasoline Diesel Total (millions) .; 28.279 Autos Light Trucks 20.528 4.705 Heavy Motor - Trucks cycles 1.472 0.724 Autos Light Trucks 0.101 0.142 Heavy Trucks 0.607 100.00% 72.59% 16.64% 5.21% 2.56% 036% 0.50% 2,15% Source: 2008 California Motor Vehicle Stock, Travel and Fuel Forecast, Caltrans, June 2009, Table 6, 2010 Forecast Table 2.8: State of California 2008 Total Vehicles by Classification by Mode Total Auto Motorcycles Auto - Total (millions) (Gas) (Gas) Diesel (millions) 21.353 20.528 0.724 0.101 6.926 100.00% 96.14% 3.39E 0.47% 100.001 67.93% 21.25% Source: 2008 California Motor Vehicle Stock, Travel and Fuel Forecast, Caltrans, June 2009, Table 6, 2010 Forecast The formula used for calculating the vehicle emissions for each vehicle classification is as follows: VC1e = vhd * ms * vc * ef Light Heavy Light Heavy (Gas) (Gas) (Diesel) (Diesel) 4.705 1.472 0.142 0.607 2 05% 8.76'% where VCe is idle emissions for vehicle classification type vhd is total vehicle hours of delay at crossing ms is vehicle type mode split at crossing vc is vehicle type classification split by mode for State of California (from Table 2.8) ef is emissions factor for vehicle and fuel type (from Table 2.6) The total vehicle idle emissions resulting from grade crossing delay is obtained by summing the idle emissions for each vehicle classification type. Using the delay data from 2035, each location is assigned an emissions score of 0 through 100 based on the total daily emissions generated by delayed traffic. 2/72/2012 InfraConslllt • 225 • • • de Separatio idor :ast (Riverside County 2.5 Method :logy for Noise Impacts Noise impacts resulting from mandatory whistle blowing at grade crossings was determined by plotting whistle noise profiles as concentric rings corresponding to estimated decibel levels and judging intrusion into residential areas. Noise profiles are based on a whistle noise level of 108 dB at 100 feet from the source extending % mile (1,320 feet) on either side of the subject crossing14. This level is consistent with the upper threshold of the allowed maximum range of whistle levels and the maximum warning distance prescribed in the Use of Locomotive Horns at Highway -Rail Grade Crossings; Final Rule, FRA, August 2006. Concentric rings corresponding to each 15 dB reduction in noise level (noiseslevels typically reduce by 7.5 dB with each doubling in distance from the source) are drawn until a level of 55 dB is observed. A noise level of 55 dB is considered to be below the ambient noise level of a typical residential neighborhood, and therefore the impact of a whistle below this level is considered insignificant. The concentric rings correspond to the distances indicated in Table 2.9, although actual observed distances could vary based on topological and climatic conditions. Table 2.9: Noise Level from Source Noise Level (dB) 108/110 93 78 63 55.5 Distance from Source (feet) 100 400 1,600 6,400 12,800 Source: Use of Locomotive Horns at Highway -Rail Grade Crossings, Final Rule, August 2006 (http://www.fra.dot.gov/downloads/safety/trainhorn 2005/amended final rule 081706.pdf) Each location was assigned a noise score of 0 through 100 based on a weighted percentage of existing residential development within 1,600 -feet and 6,400 -feet contours, and based on the number of trains per day that pass through each crossing. Population within the 1,600 -feet and 6,400 -feet contours was obtained from the recent RIVTAM. 2.6 ethodoio y for Distance to Near e r. Grade Separation The distance to the nearest adjacent grade separation was measured using map and field information. Each grade crossing location was assigned a score of 0 through 5 for adjacent grade separations based on the distance to the nearest grade separation, as follows: Distance to nearest grade separation > 1.0 mile = 5 0.5 — 1.0 mile = 3 0.25 — 0.499 mile = 1 <0.25mile =0 2.7 Methodology for Local Agency Priority Local agency priorities were determined through a survey of the affected local jurisdiction, and the results were scaled so that the highest priority location in each jurisdiction received the highest score and the lowest priority location in each jurisdiction received the lowest score. Rankings from the cities of Corona, Jurupa Valley, Riverside, Beaumont and County of Riverside were updated with input from each of the jurisdictions. For the rest, rankings are consistent with the 2006 Study. Each crossing was assigned a score of 1 through 25 for local priority, with the local agency's highest priority location 14 Source: Determination of a Sound Level for Railroad Horn Regulatory Compliance, Final Report, October 2002(http://www.fra.dot.gov/downloads/RRDev/Compliance Level Derivation.pdf) 2/21/2012 InfraConsult 226 receiving 25 points, with lower priority locations receiving points in a descending scale so that in each jurisdiction the lowest priority location received 25/x points (where "x" is the number of crossings within that jurisdiction). Following is an example from the City of Corona: Table 2.10: Local Ranking Scoring Example Cross Street Local Rank Score _ McKinley Street I 25 Cota Street 2 21 Sheridan Street 3 18 Joy Street 4 14 Radio Road 5 11 Smith Avenue 6 7 Railroad Street 7 4 Note: Local Rank 1 denotes highest priority crossing for o particular jurisdiction 2.8 Methodology for Prtiect Readiness One of the key factors of success in securing funding for a grade separation project through the TCIF Program is the ability for the project to be completed and delivered in a timely manner, consistent with California Transportation Commission's (CTC) directives when allocating Proposition 1B funds. Hence, at the request of the project technical team, "Project Readiness" was included as a criterion in weighting option #2 for scoring each at -grade crossing. Project readiness generally provides information on how far along each at -grade crossing is in its planning process namely: • Whether or not environmental clearance is obtained; and/or • Whether or not plans, specification and estimates (PS&E) is completed; and/or • Whether or not right-of-way (ROW) acquisition is secured. Each jurisdiction impacted by this study was requested to provide pertinent information on each of the grade crossings in their jurisdiction. Based on the information received, a score of 1 through 3 was assigned to rank at -grade crossing based on the following "Project Readiness" criterion: Project Readiness: All project elements completed = 3 Two out of three project elements completed = 2 One out of three project elements completed = 1 2.9 Methodology for Isolated Locations The Task Order recommended the inclusion of this criterion to measure and rank an at -grade crossing based on its accessibility to an alternate route for vehicular traffic to be diverted, should there be an incident at the railroad crossing or on the arterials or at adjacent freeway. An example of such a location is the rail crossing of San Timoteo Canyon in Calimesa. If there was an incident blocking a portion of 1-10 parallel to the railroad and a train was blocking the rail crossing at the same time, traffic through the area would be unable to move because there are no other available alternate routes. Based on feedback from the Technical Team meeting at the RCTC offices on November 8, 2011, this criterion was included as a "bonus" criterion, with a weighted score of 250 assigned to those locations that are determined as being "isolated". The following two locations were assigned bonus points for this criterion: 17 InfraConsult • 227 • • • Grade Separation 4'i iority Update Study for Afar Leda Corri t (iiiverside County) • San Timoteo Canyon Road in Calimesa • Apache Trail in the County of Riverside 2.10 Priority Groupings From the evaluation of these factors, the rail crossings were separated into five groups to indicate their relative priority for improvement, with the crossings grouped according to their overall score, with group #1 representing the highest priority locations. 2.11 Consistency and Coordination with SCAG Following the 2008 RTP, SCAG initiated its Comprehensive Regional Goods Movement Plan and Implementation Strategy. The regional goods movement system defined through this plan will be the basis of the Goods Movement section of the 2012 RTP/SCS. The train assumptions, particularly future growth rates for freight rail assumed in this study were finalized after discussion and collaboration with SCAG RTP and Goods Movement technical staff and consultant, so that the project list identified from this study can be incorporated within SCAG's Goods Movement Plan in a consistent manner. Until recently, the draft 2012 RTP/SCS was in circulation and was under a formal review and comment period which ended on February 14, 2012. Railroad crossings identified in priority groups #1 and #2 were forwarded to SCAG to include in its Constrained RTP/SCS project list, while the rest were recommended to be included in the agency's list of Strategic projects. 2/21/2012 InfraConsult 228 • 229 • • ie))&t-anon 1'i icsrity Update Study for Alameda Corridor East (Riverside County) 3.0 At -grade Crossing Analyses The methodologies described in the previous chapter were applied to each of the nine evaluation factors. Two separate scoring calculations were performed corresponding to each weighting options discussed in Section 1.2. The resulting analysis data gives insight into the potential benefits associated with grade separation construction for each crossing in the study area. Existing and future train operating characteristics are summarized in the following four tables. Table 3.1 summarizes the current (observed) and future (estimated) train volumes applied in the analysis. Table 3.1: Train Volumes 2011 2035 (Projected) Rail Line Freight Metrolink Amtrak Total Freight Metrolink Amtrak Total UP (LA SUB) 24 12 0 36 46 12 BNSF (SB SUB) 42 23 3 68 91 42 4 BNSF & UP (RIV) 66 35 3 104 137 54 4 BNSF & UP (SB SUB) 66 8 3 77 137 42 4 UP (YUMA MAIN) 40 0 1 41 90 0 1 0 58 137 195 183 91 Notes: Metrolink train include 91 and Inland Empire-OC line (normal operating schedule); Year 2011 freight train volume was factored up by 2.71 consistent with SCAG growth factors Table 3.2 and Table 3.3 show the distribution of existing and future passenger and freight train activity by time period during the day, respectively. Table 3.2: Train Volume by Time Period Train Line AM Peak Midday PM Peak 6-9 am 9 am -3 pm 3 pm -7 pm EXISTING (2011) UP (LA SUB) 5 7 8 Freight 2 6 4 Metrolink 1 4 Amtrak 0 0 0 BNSF (SB SUB) 13 16 13 Freight 7 10 5 Metrolink 5 6 g Amtrak 1 0 0 BNSF & UP (RIV) 18 23 21 Freight 9 16 9 Metrolink 8 7 12 Amtrak 1 0 0 BNSF & UP (58 SUB) 11 18 12 Freight - 9 16 9 Metrolink 1 2 3 Amtrak 1 0 0 UP (YUMA MAIN) 7 11 9 Freight 7 11 8 Metrolink 0 0 0 Amtrak 0 {} PM off-peak Night Daily 7 pm -10 pm 10 pm -6 am 7 10 2 0 36 24 12 0 19 68 5 15 42 1 3 23 1 13 29 104 23 66 3 1 5 35 10 26 77 9 23 66 0 1 1 3 0 0 11 11 0 41 40 0 2/21/2.012 InfraConsult 230 nits) Table 3.2: Train Volume by Time Period (continued) Train Line AM Peak Midday PM Peak PM Off-peak Night Daily 6-9 am 9 am -3 pm 3 pm -7 pm 7 pm -10 pm 10 pm -6 am FUTURE (2035) UP (LA SUB) Freight :Metrolink Amtrak BNSF (SB SUB) Freight Metrolink Amtrak BNSF & UP (Rill) Freight Metrolink An BNSF & UP (SB SUB) Freight Metrolink Amtrak' MAIN) Freight Metrolink Amtrak UP YUMA 7 12 1 1 0 0 31 26 21 12 13 10 43 32 12 10 17 58 $ $ 15 46 4 2 2 12 0 0 0 17 39 137 12 32 91 4 6 42 1 1 4 38 27 56 195 20 20 47 137 17 6 8 54 1 1 4 34 25 54 183 20 20 47 137 13 4 6 42 1 1 1 4 19 8 23 91 8 23 90 0 0 0 Table 3.3 reports the observed train speeds and lengths on each line. Table 3.3: Train Speeds and Length Railroad Line 2011/2035 Train Speed Passenger 2011 2011/2035 Train Length eight Metrolink Amtrak 2035 2011 2035 2011/2035 UP (LA SUB) 25-40 (a) 60 BNSF (SB SUB) 40 55 BNSF & UP (RIV) 40 BNSF & UP (56 SUB) 30 UP (YUN1A) — Banning 25 UP (YUMA) - Cochella,,; 40 4,000 5,200 5,000 6,500 4,900 6,400 45 4,900 6,400 55 4,700 6,100 60 4,700 6,100 500 750 500 750 500 750 500 750 1,000 1.000 1,000 1,000 1,000 1.000 Note: Speed on UP Yuma Mainline is from Amtrak trains. There are no Metrolink services on this line (a) Riverside crossing has a freight speed of 25 mph due to slow speed approaching the merge with the BNSF rail line. (b) faster speeds observed through Coachella (Ave 48 - Ave 66) (c) Note: freight train lengths assumed to increase by 50% for Year 2035 The analysis evaluates several areas of concern for Riverside County residents that affect existing daily life and would increasingly affect daily life in the forecasted year 2035. Table 3.4 summarizes gate down time and vehicle hours of delay per day under existing and future conditions. The total gate down time per day was measured in minutes for each crossing, and is the number of minutes every day that the crossing gates are down. Under future conditions (2035), it is estimated that the crossing gates will be down for all crossings in Riverside County for a total of 214 hours per day which is triple the existing levels of 84 hours per day. Vehicle hours of delay per day takes queue length into consideration and 2/2 /20:1.2 InfraConsult 231 • • • side Separation l�?'io ! t' j_Jj)d to dy for .Ala ed a (:;orrido (;otinty) quantifies the number of hours drivers are delayed per day at each crossing due to train activity. Under future conditions (2035), it is anticipated that drivers will experience a total of 3,700 hours of daily delay for train activity. Though gate down time is forecasted to be the maximum at a number of railroad crossings on the BNSF&UP San Bernardino line (over 7.5 hours daily at 7th Street, 3td Street, Spruce Street, Chicago Avenue, Center Street and Main Street), Spruce Street is expected to experience the most delay (320 hours) under future conditions, an 18 -fold increase from the existing conditions. Table 3.4: Vehicle Delay and Gate Down Time Rail Line UP (LA SUB) BNSF (SB SUB) Cross Street Jurisdiction Bellgrave Avenue Rutile Street Jurupa Road Paim Avenue Brockton Avenue Panorama; Road Smith Avenue Railroad Street Cota Street Sheridan Street Joy -Street Radio Road McKinley Street Buchanan Street Pierce Street Tyler Street Harrison Street Gibson Street Jackson Street Adams Street Jefferson Street Madison Street Washington Street Mary Street BNSF & UP (RV) Cridge Street BNSF & UP (SB SUB) UP (YUMA MAIN) 7f', Street 3" Street Spruce Street Chicago Avenue Palmyrita Avenue Center Street • Main Street San Timoteo Canyon Road Viele Avenue California Avenue Pennsylvania Avenue 22nd Street San Gorgonio Avenue 20 2/2.3./2012 InfraConsult Jurupa Valley Jurupa Valley Jurupa Valley. Riverside Riverside Riverside Corona Corona Corona Corona Corona Corona Corona Riverside Riverside Riverside Riverside Riverside Riverside Riverside Riverside Riverside Riverside Riverside Riverside Riverside Riverside Riverside Riverside Riverside Riverside County Riverside County Calimesa Beaumont Beaumont Beaumont Banning Banning 5.18 5.63 10.43 5.50 9.83 6.06 16.69 11.35 7.21 2.61 8.95 4.99 56.72 12.51 13.47 19.32 8.23 0.92 9.11 22.88 8.89 19.77 10.21 14.14 Vehicle Hours of Delay 2010 Projected 2035 44.88 17.31 27.24 33.48 53.55 27190 59.60 52.44 18.72 36.60 123.15 35.03 322.63 42.54 69.76 111.79 22.48 3.00 80.56 157.86 21.88 140.14 61.43 111.79 6,42 19.04 12.84 144.29 27.39 127.30 17.91 322.67 36.31 115.28 9.15 35,47 15.06 56.56 6.08 2.77 0.20 14.12 18.08 33.90 32:19 Gate Down Time (in minutes) 2010 Projected 2035 55.29 111.00 55.29 110.64 55.29 110.64 61.55 130.71 61.82 130.71 69.39 149.25 105.35 105.35 104.94 104.94 104.94 104.94 105.35 104:94 105.35 105.35 104.94 104.94 105.35 105.35 104.94 105.35 104.94 105.35 261.45 261.45 260.60 260.60: 261.45 260.60 261.45 261.45 261.45 261.45 260.60 260.60 261.45 261.45 260.60 261.45 261.45 261.45 159.97 241.78 173.42 173.42 173.42 173.42 172.75 173.42 18.47 172.75 41.65 69.06 187.05 164.92 122.10 124.49 457.66' 457.66 457.66 457.66 456.13 457.66 457.66 111.83 307.75 111.83 308.74 111.83 308.74 111.83 308.74 112.27 308.74 111.83 308.74 232 and t. Corridor Eridor ers;de (.oui Table 3.4: Vehicle Delay and Gate Down Time (continued) Rail Line Cross Street Jurisdiction Vehicle Hours of Delay 2010 Projected 2035 Gate Down Time (in minutes) 2010 Projected 2035 UP (YUtv1A MAIN) Hargrave Street Apache Trail Broadway Tipton Road Avenue 54 Avenue 58 Avenue 62 Avenue 66 Banning Riverside County Riverside County Patin Springs Coachella Riverside County Riverside County Riverside County Total 46.69 230.34 4.94 39.45 14.35 42.18 0,22 12.92 0.72 277.72 1.88 7.85 3.45 95.57 8.11 46.68 603 3,727 111.83 111.83 112.01 112.27, 79.50 79.22 79.22 79.22 5,060 308.74 308.74 308.74 308.74 213.59 212.98 214.21 214.21 12,829 Total (hours per day) 603 3,727 84 214 Air pollution emissions associated with delay from train activity at each grade crossing was measured in tons per year for particulate matter (PM10), nitrogen oxide (NOx), reactive organic gas (ROG), and carbon monoxide (CO). Table 3.5 summarizes the emissions in tons per year under existing and future conditions. Under future conditions (2035), it is anticipated that 53 tons per year of the various emissions will pollute Riverside County air due to traffic delays attributable to train activity and operational delay. This is almost a six -fold increase from existing levels of 9 tons per year. Accident analysis included data both from FRA as well as from local jurisdictions where it was available. Table 3.6 shows accident history and noise -impacted population for all study crossings. According to FRA data, a total of 25 injury/fatal accidents over a ten year period might have been avoided if all crossings were grade separated. During the same period, from the limited accident data within 250 feet of these crossing, approximately 230 injury/fatal accidents could have been avoided. The corresponding noise analysis quantifies existing population surrounding each grade crossing affected by 78 dB and 63 dB noise levels from train whistles; this population is within 1,600 feet and 6,400 feet from the railroad, crossings, respectively. If crossings were grade separated today, a single grade separation could eliminate 63 dB train whistle impacts on as many as 33,600 people around Avenue 54. However the magnitude of people affected by train whistles will decrease as Quiet Zones are implemented in many of the populated areas in the County. A Quiet Zone is a section of a rail line that contains one or more consecutive at -grade crossings at which locomotive horns are not routinely sounded. Since Quiet Zones imposes restrictions on sounding horns to keep vehicles and pedestrians off the tracks when a train passes through crossings, it uses alternative measures to implement safety at railroad crossings. These improvements, dictated by federal guidelines, include sidewalks and fences to keep pedestrians out of the railroad right-of-way, raised medians to prevent cars from driving around lowered gates, and signs to alert people that no horn will sound. 1/2012 InfraConsult 233 • • • Grade S, mratioll Priority Update Study for Alameda COrridor Fast (Ri verside Cclnt y) Table 3.5: Vehicle Emissi ons Rail Line Cross Street UP (LA SUB) BNSF (56 SUB) BNSF & UP (RIV) BNSF & UP (SB SUB) 22 Jurisdiction:- . Bellgrave Avenue Jurupa Valley Rutile Street Jurupa Valley Jurupa Road Jurupa Valley Palm Avenue Riverside Brockton Avenue Riverside Panorama Road Riverside Smith Avenue Corona Railroad Street Corona Cota Street Corona Sheridan Street Corona Joy Street. (:.orona Radio Road Cor ona McKinley Street Corona Buchanan Street Riverside Pierce Street Riverside Tyler Street Riverside Harrison Street Riverside Riverside Riverside Riverside Riverside Riverside Riverside Riverside Gibson Street Jackson Street Adams Street Jeffei son Street Madison Street Washington Street Mary Street _s CridgeStreet 715 Street Riverside 3'd Street Riverside Spruce Street Riverside Chicago Avenue Riverside Palrnyrita Av enue Riverside Center Street Riverside County Main Street Riverside County Riverside 2/21/2012 InfraConsult Air Basin SC SC SC SC SC SC 50 SC SC SC SC SC SC SC SC SC SC' SC SC' SC SC SC SC SC SC SC 50 SC SC SC SC SC 2010 Projected 2035 PM10 NOM ROG CO PM 0 NOx ROG CO 0.46 0.50 0,93 0.43 0.80 0.47 30 .46 12.49 33.14 13.58 61.38 25.16 27 ,09: 13,03 51 .56 23 .43 29.84 14.35 0 .16 4.02 264.10 108.26 1.35 0.17 1 .55 101.89 41 .76 0.52 0.31 2.44 160.32. 65 .72 0.82 0 .16 2.60 164,93 79 .35 0 .96 0.29 4.38 280.89 1.27 .67 1 .56 0.17 2 .17 137.44 66:13 0.80 1.50 98 .24 40.`2.7 0.50 5.34 350.73 1.43.77 1_80 1 .02 66 .79 27.38 0.34 4.70 308 .63 126 .51 1.58 0 .65 42.44 17.39 0 .22 1_68 110 19 45 .1 .7 0 .55 0.22 14.51. 6.25 0 .08 3 .14 203 .72 87.79 1.09 0.80 .52 .67 2.1 .59 0.27 11.03 724.72 297.07 3 .71 0.45 29 .34 12.03 0.15 3 .14 206.14 84.50 1.06 4.86 315 .64 136.02 1.68 27.63 1,795.56 773 .75 9 .57 1 .07 69.62 30.00 0.37 3.64 236,75 102.02 1.26 1.15 /4 .98 32 .31. 0.40 5.98 386 .26 .167 .31 . 2.07 1.58 101.34 46.06 0.56 9 .13 586:46 266.55 3 .26 0.71. 45.82 19.'7`i 0.74 1. .93 1.25. 1.1. 53 .91 0.67 0 .08 5 .10 2.20 0 .03 0.26 16.68 7 .19 0.09 0.'71 44.87 21. .59 0.26 6.27 396.85 190 .94 2.31. 1.96 127.32 5487 0.68 13.52 878.58 378.60 4.68 0.76 49.4/ 21.:32 0.26 1..87 1.21..75 52 .46 0.65 1.62 34.50 47.13 0.58 11.45 244.60 334 .14 4.09 0.83 17.82 24,35 0 .30 5.02 107.21 146.46 1.79 1.16 24 .68 33.71 0.41 9.13 195.12 266 .55 3 .26 0.58 13.81 15.49 0.19 1 .71 40.93 45.93 0 .57 1.10 25 .01 30 .79 0.38 12 .36 281.02 346.06 4.28 2 .45 58.89 66.08 0.83 11.40 273 .65 307.08 3.84 1.60 38:50 43.21 0:54 28:91 693.66 778 .38 9 .73 3.11 70.72 87.09 1.08 9.87 22451 276.47 3.42 0.82 19,66 22,06 0.28 3.18 76.26 85 .57 1.07 1. 35 32.37 36.32 0 .45 5 .07 121.58 1.36 .43 1.71 0.54 13.06 -14.66 0 .18 1 .65 39.71 44.56 0.56 234 ;rode Separation Priority Update Study for Alameda Corridor East (Riverside Cou n Table 3.5: Vehicle Emissions (continued) Rail Line Cross Street Jurisdiction Air Basin PMI0 2010 2035 NOX , ROG CO' PM50 NO,, ROG CO UP (YUMA MAIN) San Timoteoo Canyon Road Vele Avenue California Avenue Pennsylvania Avenue 22nd Street San Gorgonio Avenue Hargrave Street Apache Trail Broadway Tipton Road Avenue 54 Ave nue 58 Avenue 62 Avenue 66 Calimesa Beaumont Beaumont Beaumont Banning Banning Banning Riverside County Riverside County Palm Springs Coachella Riverside County Riverside County Riverside County SC Sc SC SC SC SC 2.88 SC 4 .18 SS 0 .38 0 .22 0.02 1.21 . 4.28 0.39 27,50 35.22 59.17 69.19 100.37 8.71 1 .16 28.43 0.02 0 .39 SS 0.05 1,26 55 0.14 3.32 SS 0 .26_ 6 .07 SS 0 .62 14.29 Total (grams per day) 51 .73 2,079.21 Total (tons per year) 0 .02 0 .84 Notes: a ll emission reported as grams per day ex cept Carbon Monoxide (CO) which is reported as kilograms per day Air Basin: South Coast Air Basin (SC); Salto n Sea Air Basin (SS) 23 2/21/20:12 InfraConsult 6.57 0.08 3 .24 64.28 98.72 1.19 0,48 0:01 5.91 134.49 165.62 2.05 33.86 0 .42 16 .02 364.28 448.59 5.55 43 .37 0 .54 14 .13 321 .19 395 .53 4:89 80.83 0 .99 9.98 2.13.1.0 29:1.1.1 3 56 77.64 0.97 11 .15 267:62 300.30 3.75 112.6:3 1 .41 20 .64 495 .:18 555.66 6.95 12.43 0.15 3.01 69 .48 99 .24 1.21 36.53 0,45 3.40 83.58 107.39 .1.32 0,56 0.01 0.98 22 .75 32 .49 0 .40 1.80 0.02 2.11. 48.81 69 .72 0.85 4.74 0.06 0:60 13.83 19.76 0 .24 8 .67 0.'1.1 7 .29 168 .32 240.47. 2 .93 20.41'- 0.25 3.56 82.21 117.41 1.43 ,452.48 17 .98 318.18 12 ,207.06 8,976 .01 111 .01 0.13 4.91 3 .61 44.67 0 .58 7.23 • • 5 • • 'ade Seim) . al.ioaJ Priority Update Study Alameda Corridoa i ast (Riversides Cou nty) Table 3.6: Accident Hist ory and Noise -Impacted Population Federal Railroad Administration (FRA) Withi n 250 feet of railr oad cr ossi ngs Noise Non- Non_ P opulation Populati on Rail Line Cross Street Jurisdiction Injury Fatal Total Injury Injury Fatal Total (1,600 (6,400 Injury feet) feet) 1 0 0 1 63 53 3 119 570 10.640 0 0 0 0 47 50 1 98 1 ,140 12,577 2 1 1 4 80 47 1 .128 1.,065 13,871 0 0 0 0 1,980 25,355 0 0 0 0 1,806 23,469 0 (1 0 0 2,069 20 ,557 Corona 0 0 0 0 26 10 (2 36 51 I(',,15 Corona 0 0 0 0 3 0 0 3 58 24,115 Corona 0 0 0 0 14 15 0 29 973 25,233 Corona 1 0 1 2 19 7 0 26 1,187 28,436 Corona 1 4 0 5 9 2 0 1 .1 7'78 31 .,1308 Corona 0 0 0 0 5 1 0 9 84 22,594 Corona 2 0 1 3 109 21 0 1.31 . 1,790 21,382 Riverside 0 0 2 2 1,574 25,990 Pierce Street Riverside 1 0 0 1. 2,348 25,118 Tyler Street Riverside 1 1 0 2 1,728 22,984 Harrison Street Riverside 0 0 0 0 1,540 22,297 Gibson Street Riverside 0 0 0 0 1,523 23,178 Jackson Street Riverside 1 0 1 c 1,975 21,896 Adams Street Riverside 1 0 0 1 1,000 22,655 Jefferson Street Riverside 2 0 0 765 21,486 Madiso n Street Riverside 1 0 0 1 1,928 21,415 Washington Street Riverside 1,764 23,198 Mary Street Riverside 0 0 0 0' 1,852 22,591 UP (LA SUB) BNSF (SB SUB) BNSF & UP (RIV) 24 Bellgrave Avenue Rutile Street Jurupa Road Palm Avenue Brockton Avenue. Panorama Road Smith Avenue Railroad Street Cot. a Street Sheridan Street Joy Street Radio Road McKinley Street Buchanan Street Jurupa Valley Jurupa Valley Jurupa Valley Riverside Ri verside Riverside Cridge Street Riverside 2/21/2012 InfraConsult 0 0 1,743 22,888 236 Lon Priority update` turfy for Alameda Corridor. I ast: (Riverside C ountir) 7i' Street 3 Street Spruce Street Chicago Avenue Palmyrrta Avenue Center Street Main Street Table 3 .6: Accident History and Noise -Impacted Population (continued) FRA Within 250 feet of railroad crossings Injury Fatal Total No n- Injury Fatal T otal Injury Jurisdicti on Riverside Riverside Riverside Ri verside Riverside Riverside County Riverside County UP (YUMA MAIN) San Timoteo Can yon Road Viele Avenue California Avenue Pennsylvania Avenue 22nd Street San Gorgonio Avenue Hargrave Street Apache Trail Broadway Tipton Road Avenue 54 Avenue 58 Avenue 62 Avenue 66 Calimesa Beaumont Beaumo nt Beauront. Banning Banning Banning Riverside Co unty Riverside County Palm Springs Coachella Riverside County Riverside County Riverside County Total 277 657 21 14 11 0 46 423 4 2 Noise * P opulation P opulati on (1,600 (6,400 feet) feet) 1,485 2.9.040 1,832 28,740 1,032 28,896 1,670 16,408 110 10,161 11 814 5,059 698 4,797 35 361 521 8,798 649 3,077 534 10,225 966 9,570 1 .,13E 1 .1,429 856 10,151 10 144 885 215 1,438 S 190 1,804 33,646 1,639 8,109 13 585 12,582 19 4,952 10,518 54,975 810,824 Note: Population within 1,600 feet of railroad crossing endure 78 d8 of noise, while those as far as 6,400 feet endure 63 dB Population estimates are based on 2008 Base Year from the RIVTAM * Population may overla p at adjacent crossings — totals are likely to include double counting 75 • 2/21/2012 InfraConsult 7 • • 4.0 2012 Analysis Results At the Technical Team meeting on January 26, 2012, results using both weighting option were presented for discussion and direction on which to recommend for adoption. The group unanimously opted to move forward the rankings based on weighting option #2. Subsequently this weighting option #2 was reviewed and recommended for adoption by the Technical Advisory Committee (TAC) on January 30, 2012. Weighting option #2 uses "Project Readiness" as one the criterion. It also reduces the relative importance of both existing and future "Vehicle Delay" while putting more weightage on "Safety". Table 4.1 presents the overall breakdown of Priority Groups 1 through 5, and lists the number of crossings in each group using each weighting options. Table 4.1: Priority Group Breakdown Weighting Option #1 Weighting Option tit Priority Group Score Range Number of Crossings Score Range Number of Crossings 1 > 3 200 9 > 3,000 9 2 2,520 3,200 10 2,490 - 3,000 9 3 2,030 — 2,520 10 2,000 — 2 490 11 4 1,400 — 2,040 &, 1,300 - 2,000 8 S < 1,400 9 < 1,300 9 Total 46 46 • Individual scores for each of the nine criteria factors were calculated, and are reported in Table 4.2. The overall weighted score for each crossing represents the sum of the individual factor scores after being multiplied by their respective weighting factors. This methodology was followed for both weighting option #1 and #2 (presented in Section 1.2). Table 4.3 and Figure 4.1 show the priority group ranking for all crossings studies for this analysis, using each of the weighting options. Each location is indicated with a half circle representing the results of each weighting option. The left half circle represent weighting option #1, while the right half circle represents weighting option #2. Results indicate that crossings may shift one level up or one level down using each of the weighting option. For example, Joy Street crossing in Corona is placed in Priority Group #2, using weighting option #1, but moves up to Priority Group #1 using weighting option #2. On the other hand, 22nd Street crossing in Banning is placed in Priority Group #1, using weighting option #1, but moves down to Priority Group #2 using weighting option #2. Table 4.4 and Figure 4.2 identifies those locations that received the highest priority scores and ranked in Priority Group #1 or #2 using weighting option #2. Total quantitative benefits for the construction of grade crossings under existing conditions and under future conditions for the top two priority tiers are summarized in Table 4.5. If all crossings in the top two Priority Groups are grade separated by the year 2035, a total of approximately 90 hours of gate down time per day would be avoided, vehicle hours of delay per day would be reduced by over 2,400 hours, anywhere between 20 to 150 accidents may be avoided over a ten year period, 34.7 tons of air pollutants would not be released into the atmosphere, and approximately 634,000 people would experience less noise from train whistles. 26 2/21/2012 InfraConsult 238 • • 239 • i on t h iCv i j da1Ct: t,,ayfor Alarned:1 t;r id Ica (Rivera Riverside County) Table 4.2: Scores for each Criterion • • Rai/ Line LA 55 LS) Cross Street [sell/ u.r Avenue.. Rlrtle Street lu ru an Road Pail, Avenue &r., kMl ? znue•. Panorama Roa d Smith Aeentle Raliroad 5treat Cn ta Street Sheridan Street h -v'4, 't Radio Road /,kKin lsy street Buchanan, Steen Tyhsr St, cet 0,0,son n Ulineen Street la-.ron •In :;darns Stre et. .'. lefty, n4adir,,i Street. M ary Stre et B(1 E & 11P, S0 SUP).itree f ctn_.t r nlae Sifes t een rn Palmv,Ra A. 'tee:.. : kl curs de Cen Lef N.leelSidn Cr;unt; M ain St> 2 Rner=ide County. OF a 0.9,110. 1,A , a w en Cejnn e,, Vie le Avenu, 3e.el.r,lo nt 0Pernr ,yIv.miaAV'entle Beauln0nt .22nd Streat Son c;r r gOn u A.+enu�- Fier=;ral•e St' ee:t Apache Traii Ei'ca,away ,nRo ad Avenue 54 Avenue 5>,2 RIICi C Coll itT5 Aver', Imy pr RS A Notes: Land Use type— RE: Residen tial; CM: Commercial; LI: Light Industria l Ml Medium Industrial of lanes Jurisdiction-, 'land Use 2008 2035 . Flu: uj, Valley •,41 ._._ .._ hrupa Lallev MI lu.uf:a Valli•, f.11 Riverside NF,. Frsido Ce,, ill•ef 51;2 h; MI MI Corona Cor^ Cu rona Rioo ride. Rios r dide elsldeUdc _f fl: InfraConsult 338 Accident Adj acent Crossing 2010 2035 ERA 250' 'G mile '4 Mile 240 Pr oject Readiness Local Rank Emissions Noise : Env PS&E ROW Sc ore Isolated 2 05 _ .. .... .,_ ._ . 0 ._ ... ._ ......___ . ,.._ ... ,._„__ ..... ...... .... ,._ ... ... 1 20 0 0 U 50 U n 0 adc Se)Jaran ',"i 4 itv Table 4.3: 2012 Priority Groups Rail Line BNSF & UP (513 SUB) BNSF (S8 SUB) BNSF & UP (513 SUB) UP (YUMA MAIN} BNSF & UP (SB SUB) BNSF (SB SUB) BNSF (513 SUB) BNSF (5B SUB) BNSF (SB SUB) UP (LA SUB) UP (LA SUB) UP (YUMA MAIN) UP (YUMA MAIN) UP (YUMA MAIN) UP (YUMA MAIN) UP (YUMA MAIN) BNSF (SB SUB) UP (YUMA MAIN) Cross Street Spruce Street McKinley Street Chicago Avenue Hargrave Street 3rd Street Joy Street Madison Street Adams Street Tyler Street Sta. Bellgrave Avenue Jurupa, Road 22nd Street Viele Avenue San Gorgonio Avenue Avenue 62 Avenue 66 Pierce Street California Avenue Jurisdiction Riverside Corona Riverside Banning Riverside Corona Riverside Riverside Riverside L Jurupa Valley Jurupa Valley Banning Beaumont Banning Riverside County Riverside County Riverside Beaumont Weighting Option #1 Recommended by TAC Weighting Option #2 Score Ranking Score Ranking 4100 1 4100 1 3725 1 3750 1 3550 1 3186 2 3475 1 3525 1 3325 1 3900 3700 3425 3250 3250 3186 3175 3125 3025 1 1. 1 1 1 1 1 1 1 2006 Ranking 1 1 2 1 4 2 2 2 2808 2 2900 2 3258 1 2733 2 3192 2 2504 3 2500 3 2700 2 2800 2 2908 2900 2858 2833 2792 2504 2500 2500 2500 2 2 2 2 3 1 2 4 3 3 3 3 BNSF (5B SUB) UP (LA SUB) BNSF (58 SUB) BNSF (SB SUB) BNSF (SB SUB) UP (YUMA MAIN) BNSF & UP (SB SUB) BNSF (SB SUB) BNSF & UP (5B SUB) UP (YUMA MAIN) BNSF (58 SUB) BNSF (5B SUB) UP (YUMA MAIN); BNSF (SB SUB) BNSF (5B SUB) Railroad Street UP (YUMA MAIN) San Timo£eo Canyon Road BNSF & UP (SB SUB) UP (YUMA MAIN) UP (LA SUB) Sheridan Street Rutile Street Mary Street Jackson Street Smith Avenue Pennsylvania Avenue Center Street Washington Street 7th Street Apache Trail Cota Street Buchanan Street Broadway Jefferson Street BNSF & UP (RIV) UP (LA SUB) UP (YUMA MAIN) BNSF (513 SUB) UP (LA SUB) BNSF (SE SUB) BNSF & UP (56 SUB) UP (YUMA MAIN) BNSF (SB SUB) Paimyrita Ay (UP) Avenue 54 Brockton Avenue Cridge Street Panorama Road Tipton Road Harrison Street Palm Avenue Radio Road Main Street Avenue 58 Gibson Street Corona Jurupa Valley Riverside Riverside Corona' Beaumont RiversideCounty Riverside Riverside Riverside County Corona Riverside Riverside County Riverside Corona Calirnesa Riverside Coachella Riverside Riverside Riverside Palm Springs Riverside< Riverside Corona Riverside County Riverside County Riverside 2332 3 2292 3 2725 2 2400 3 2493 3 2692 2 2532 2 2450 2475 2011 1954 2025 2039 1875 2046 3 1825 4 1700 4 1550 4 1600 4 1350 5 1400 5 1300 5 1300 5 1325 5 1189 5 1071 5 743 5 625 5 3 3 4 4 4 3 4 2482 2442 2425 2300 2293 2292 2282 2250 2175 2011 2004 1925 1889 1875 1846 1725 1700 1450 1400 1250 1250 1250 1200 1175 1139 971 743 625 3 3 3 3 3 3 3 3 3 3 3 4 4 4 4 4 4 4 4 5 5 5 5 5 5 5 5 5 4 2 4 2 4 2 4 2 4 4 3 4 4 3 3 2 5 2 4 • 4 5 5 Note: Red bold font indicate different priority ranking using Weighting Option #1 28 /2012 InfraConsult 241 :i• ,;- (. Is ,i ,tr.:;u.d9h3trle...• I;r l 3 ' East (Ri vffsi coww.r Figu re 4.1: 2012 Priority Rankings NORCO CORONA *-�CALI M ESA MORENO VALLEY JURUPA VALLEY RIVERSIDE BANNING 1.9 z; 2..31:201.2 9InfraConsult • LA QUINTA 242 COACHELLA LEGEND eras-• ,:. Rail Crossings Rank 4f DESERT HOT SPRINGS PALM SPRINGS • • • 243 • Table 4.4: List of Crossing within 2012 Priority Groups #1 and #2 • Rail Line Weighting Option tt2 Cross Street Jurisdiction Score Ranking 2006 Ranking BNSF & U? (5B SUB) BNSF (5B SUB) BNSF & UP (5B SUB) UP (YUMA MAIN) BNSF & UP (5B SUB) BNSF (5B SUB) BNSF (5B SUB) BNSF (513 SUB) BNSF (5B SUB) UP (LA SUB) UP (LA SUB) UP (YUMA MAIN) UP (YUMA MAIN) UP (YUMA MAIN) UP (YUMA MAIN) UP(YUMA MAIN) BNSF (513 SUB) UP (YUMA MAIN) Spruce Street McKinley Street Chicago Avenue Hargrave Street 3rd Street Joy Street Madison Street Adams Street .Tyler Street Bellgrave Avenue Jurupa Road 22nd Street Viele Avenue San Gorgonio Avenue Avenue 62 Avenue 66 Pierce Street California Avenue Riverside Corona 3700 1 Riverside 3425 1 Banning 3250 1 Riverside 3250 1 Corona 3186 1 Riverside 3175 :1 Riverside 3125 1 Riverside 3025 1 Jurupa Valley 2908 2 Jurupa Valley 2900 2 Banning 2858 2 Beaumont 2833 2 Banning 2792 2 Riverside County 2504 2 Riverside County 2500 2 Riverside 2500 2 Beaumont 2500 2 3900 1 1 1 1 2 1 1 2 4 2 3 3 3 Table 4.5: Quantitative Benefits Accidents at Railroad Crossings (in.itay and fatal combined) Noise: 2008 Population affected by train whistles of 78 dB (within 1,600 feet of railroad crossings); Noise: 2008 Population affected by train whistles of 63 dB (within 6,400 feet of railroad crossings) Noise: 2035 Population affected by train whistles of 78 dB (within 1,600 feet of railroad crossings) Noise: 2.035 Population affected by train whistles of 63 dB (within 6,400 feet of railroad crossings) 20-150 25,400 320,500 67,600 634,000 Gate down time (flours per day) Vehicle hours of Delay per day Emissions from Vehicle Delay (in tons per year) PM1r, NO, ROG CO 2010 2035 30 90 380 2,400 0.01 0.50 0.36 4.52 0.10 3.20 2.40 29.00 Total 5.40 34.70 30 201/2012 InfraConsult 244 • 245 • Figure 4. 2: Location of Cr ossings within 2012 Pri ority Gr oups #1 a nd #2 MORENO VALLEY 1/2o1) InfraConsuIt JURUPA VALLEY :ctn,Cpl • • LEGEND J. Rail Cr ossi ngs Rank wy rtv 4.wC 246 • 247 • • (.a ra de prat t o 5.0 Recommendations • Alarrteda Corridor Last (Riverside Cot While many of the rail crossings in Riverside County are projected to experience high levels of delay under future conditions (2035), the prioritization of rail grade crossings is based on the factors approved by the RCTC Commission. The underlying assumptions for train count and freight forecast were finalized after discussion and collaboration with SCAG RTP and Goods Movement technical staff and consultant, so that the project list identified from this study can be incorporated within SCAG's Goods Movement Plan in a consistent manner. The 18 crossings that have been identified with the highest priority for improvements (those within Priority Groups #1 and #2) are typically characterized by high train and vehicular traffic volumes, extensive vehicle delay and emissions, and one or more traffic incidents in recent years. These crossings have the highest priority for near -term improvement and it is recommended that these locations be programmed for improvements as funding becomes available. Railroad crossings identified in priority groups #1 and #2 were forwarded to SCAG during its comment period for the 2012 RTP/SCS to include in its Constrained project list, while the rest was recommend to SCAG to include in the agency's list of Strategic projects. /2012 InfraConsult 248 • 249 • Appendix A: 2011/2012 Observed Train Counts • 2012 InfraConsult • 251 • Counts at Jurupa Avenue (Wednesday and Thursday —January 2012) • • A-2 2/21/2012 InfraConsult • 253 • • NATIONAL DATA & SURVEYING SERVICES Train Count Project No. 12-6005-001 Day_1 Location: Railway Crossing @ Jurupa Road & Van Buren Boulevard Day: Wednesday City: Jurupa Valley Date: 1/11/2012 Time Interval From: 5:00 AM To 8:00 PM Type of Land use Around Location: Business/ Residential Number of Tracks at Location: 3 TRAIN INFO ERGNCYrVI � • U - UA, 1 TIME OF BELL GATE DOWN TIME TIME OF TRAIN SPEED, z... , TRAIN' COMPANY DIRECTION # or - LOCOMOTIVE B OF CARS Ti{Ft TRAIN aL3 TR 1 5:20:37 5:24:42 5:20:41 5:24:36 5:21:16 5:24:28 27 Freight Union Pacific North 3 96 Yes No No 5:55:22 5:56:20 5:55:27 5:56:16 5:56:02 5:56:08 45 Passenger Metrolink North 1 6 Yes No No 6:27:11 6:27:55 6:27:20 6:27:50 6:27:36 6:27:42 45 Passenger Metrolink North 1 6 Yes No No 7:03:53 7:04:50 7:03:59 7:04:43 7:04:30 7:04:37 51 Passenger Metrolink North 1 6 Yes No No 7:55:19 7:56:13 7:55:25 7:56:10 7:55:39 7:55:46 15 Freight UPY-GMTX North 2 0 Yes No Yes 8:10:23 8:11:11 8:10:25 8:11:06 8:10:35 8:10:57 12 Freight UPY-GMTX South 2 4 Yes No Yes 8:20:55 8:21:31 8:21:08 8:21:27 8:21:13 8:21:19 12 Freight UPY-GMTX South 2 0 Yes No Yes 8:27:23 8:27:30 8:27:34 12 Freight Union Pacific North 2 16 Yes No No SAME GATE 8:29:29 8:27:51 Passenger Metrolink North 1 4 Yes No No 8:29:45 8:29:40 8:27:57 10:27:31 10:27:38 10:27:56 17 Freight BNSF South 4 110 Yes No No 10:31:34 10:31:28 10:31:21 11:18:37 11:18:41 11:19:09 24 Freight BNSF South 2 78 Yes No No 11:21:42 11:21:36 11:21:29 13:28:02 13:32:19 13:28:04 13:32:15 13:28:15 13:32:05 10 Freight Union Pacific South 2 12 Yes No No 14:22:38 /4:23:40 14:23:48 50 Passenger Metrolink South 2 6 Yes No No 14:24:09 14:24:05 14:23:57 15:20:26 15:20:27 15:20:38 60 Passenger Metrolink North 2 6 Yes No No 15:21:10 15:21:06 15:21:01 17:15:08 17:15:33 17:15:12 17:15:28 17:15:18 17:15:23 60 Passenger Metrolink South 2 5 Yes No No 17:58:08 17:58:13 17:58:19 57 Passenger Metrolink South 1 6 Yes No No 17:58:33 17:58:29 17:58:24 18:37:21 18:37:43 18:37:26 18:37:39 18:37:31 18:37:35 56 Passenger Metrolink South 1 6 Yes No No 19:06:20 19:06:44 19:06:24 19:06:39 19:06:30 19:06:35 50 Passenger Metrolink South 1 6 Yes No No 19:36:17 19:36:21 19:36:29 40 Passenger Metrolink South 1 5 Yes No No 19:36:45 19:36:41 19:36:36 254 NATIONAL DATA & SURVEYING SERVICES Train Count Project No. 12-6005-001 Day_2 Location: Railway Crossing @ Jurupa Road & Van Buren Boulevard Day: Thursday City: Jurupa Valley Date: 1/12/2012 Time Interval From: 5:00 AM To 8:00 PM Type of Land use Around Location: Business/ Residential Number of Tracks at Location: 3 TRAIN INFO rMF EGY 1tEt1EE$ I Ql3AR}TiTY TJii tiiViilt c T IME7F � \ RiAI \ a D$ B 5:56:58 5:57:51 5:57:03 5:57:48 5:57:34 5:57:41 53 Passenger Metrolink North 1 6 Yes No No 6:27:03 6:28:07 6:27:08 6:28:04 6:27:46 6:27:57 55 Passenger Metrolink North 1 6 Yes No No 7:02:21 7:03:10 7:02:26 7:03:07 7:02:57 7:03:02 57 Passenger Metrolink North 1 6 Yes No No 7:34:42 7:38:51 7:34:48 7:38:45 7:35:25 7:38:30 39 Freight Union Pacififc North 4 80 Yes No No 7:54:21 7:55:15 7:54:26 7:55:10 7:54:55 7:55:03 12 Freight Union Pacififc North 2 0 Yes No No 8:28:22 8:29:21 8:28:26 8:29:18 8:29:06 8:29:13 59 Passenger Metrolink North 1 4 Yes No No 8:39:15 8:41:20 8:39:20 8:40:15 8:39:38 8:40:07 16 Freight Union Pacififc South 2 9 Yes No No 9:57:02 9:57:07 9:57:15 41 Freight Union Pacififc North 5 69 Yes No No 9:59:13 9:59:09 9:59:05 12:41:17 12:41:23 12:41:35 61 Freight Union Pacific South 4 126 Yes No No 12:43:24 12:43:20 12:43:16 13:57:16 13:57:20 13:57:31 47 Freight Union Pacific South 3 78 Yes No No 13:58:35 13:58:30 13:58:25 14:14:55 14:15:18 14:14:59 14:15:15 14:15:07 14:15:12 72 Passenger Metrolink South 2 5 Yes No No 15:20:09 15:20:13 15:20:24 59 Passenger Metrolink North 2 5 Yes No No 15:20:39 15:20:35 15:20:30 17:19:31 17:20:02 17:19:37 17:19:57 17:19:45 17:19:51 76 Passenger Metrolink South 2 3 Yes No No 17:56:47 — 17 17 :55 7:166 17:56:51 _ 1 17: 7:57:1 11 17:56:59 17:57:05 72 Passenger Metrolink South 2 5 Yes No No 18:35:25 18:35:28 18:35:34 76 Passenger Metrolink South 2 5 Yes No No 18:35:50 18:35:46 18:35:40 18:56:20 18:59:35 18:56:24 18:59:29 18:56:41 18:59:21 32 Freight Union Pacific South 4 106 Yes No No 19:04:36 19:05 :02 19:05:02 9:0 19:04:40 -- . 19:04:58 19:04:47 19:04:53 70 Passenger Metrolink South 1 6 Yes No No 19:42:31 19:42:36 19:42:42 77 Passenger Metrolink South 1 4 Yes No No 19:42:59 19:42:54 19:42:48 • 255 • Counts at Riverside Avenue (Wednesday and Thursday — January 2012) A-3 2/21./2012 InfraConsult • • 257 • • • NATIONAL DATA & SURVEYING SERVICES Train Count Project No. 12-6005-002 Doy_1 Location: Railway Crossing @ Riverside Avenue Day: Wednesday City: Riverside Date: 1/11/2012 Time Interval From: 5:00 AM To 8:00 PM Type of Land use Around Location: Residential Number of Tracks at Location: 1 5:47:25 5:47:43 5:47:28 5:47:39 5:47:32 5:47:36 TRAIN INFO 9:18:37 t3lJANTITY / 1 Engine 48 Passenger Metrolink West 6:05:00 6:08:17 6:05:06 6:08:14 6:06:14 6:08:10 46 Freight Union Pacific 6:18:47 6:19:11 6:18:49 6:19:09 6:18:58 6:19:05 46 Passenger East Metrolink West 6:54:14 6:54:45 6:54:20 6:54:41 6:54:30 6:54:36 44 Passenger Metrolink West 8:19:00 8:19:36 8:19:04 8:19:31 8:19:23 8:19:27 45 Passenger Metrolink West 1 6 Yes No No 4 94 Yes No No 1 6 Yes No No 1 6 Yes No No 1 4 Yes No No 10:49:15 10:54:12 10:49:23 10:54:04 10:49:42 10:53:56 20 Freight BNSF East 4 110 Yes No No 11:47:40 11:49:19 11:47:59 11:49:13 11:48:07 11:49:07 28 Freight BNSF East 2 78 Yes No No 14:33:28 14:33:38 14:33:50 14:34:15 15:11:28 14:34:09 15:11:32 14:34:00 40 Passenger Metrolink East 2 6 Yes No No 15:11:40 15:12:07 17:25:27 15:12:00 17:25:31 15:11:54 25 Passenger Metrolink West 2 6 Yes No No 17:25:46 17:26:06 18:10:10 18:10:56 18:47:01 17:26:02 18:10:15 18:10:52 18:47:08 17:25:58 39 Passenger Metrolink East 2 5 Yes No No 18:10:35 18:10:45 29 Passenger Metrolink East 1 6 Yes No No 18:47:25 18:47:48 19:07:50 19:08:36 19:16:20 19:17:15 19:46:10 18:47:40 19:07:55 19:08:30 19:16:23 19:17:11 19:46:13 18:47:33 31 Passenger Metrolink East 1 6 Yes No No NO TRAIN 19:16:40 19:16:55 28 Passenger Metrolink East 1 6 Yes No No 19:47:05 19:46:59 19:46:38 19:46:45 24 Passenger Metrolink East 1 5 Yes No No 258 NATIONAL DATA & SURVEYING SERVICES Train Count Project No. 12-6005-002 Day_2 Location: Railway Crossing @ Riverside Avenue Day: Thursday City: Riverside Date: 1/12/2012 Time Interval From: 5:00 AM To 8:00 PM Type of Land use Around Location: Residential Number of Tracks at Location: 1 ENIERGENCY`VEHICLE5 OLIAN TI Y : T ME QUANTITY X 333"'" ` :`• x �,� �a rte:.<... * , i 1 Q �� �S � Y .. �Sr .. BA i UF''' 5:46:41 5:46:49 5:47:12 43 Passenger Metrolink West 1 6 Yes No No 5:47:29 5:47:22 5:47:19 6:06:30 6:06:34 6:06:46 30 Freight Union East 4 80 Yes No No 6:09:28 6:09:22 6:09:15 Pacific 6:18:15 6:18:19 6:18:30 47 Passenger Metrolink West 1 6 Yes No No 6:18:55 6:18:49 6:18:35 6:53:02 6:53:06 6:53:30 46 Passenger Metrolink West 1 6 Yes No No 6:53:44 6:53:41 6:53:35 7:26:06 7:26:09 7:26:28 39 Freight Union West 4 80 Yes No No 7:28:42 7:28:37 7:28:32 Pacific 7:55:57 7:56:04 NO TRAIN 7:56:48 7:56:42 8:19:20 8:19:25 8:19:48 48 Passenger Metrolink West 1 4 Yes No No 8:19:59 8:19:55 8:19:52 9:02:03 9:02:13 9:02:25 17 Freight Union East 2 9 Yes No No 9:03:10 9:03:03 9:02:55 Pacific 9:46:50 9:47:01 9:47:10 28 Freight Union West 5 69 Yes No No 9:49:09 9:49:01 9:48:52 Pacific 10:36:03 10:36:13 10:36:20 40 Freight Union West 1 8 Yes No No 10:36:48 10:36:40 10:36:29 Pacific 12:51:44 12:51:53 12:51:58 26 Freight Union East 4 126 Yes No No 12:57:19 12:57:11 12:56:59 Pacific 14:09:22 14:09:30 14:09:50 24 Freight Union East 3 78 Yes No No 14:16:21 14:16:16 14:16:00 Pacific 14:24:43 14:24:51 14:25:10 46 Passenger Metrolink East 2 5 Yes No No 14:25:38 14:25:32 14:25:20 15:11:59 15:12:06 15:12:13 50 Passenger Metrolink West 2 5 Yes No No 15:12:31 15:12:25 15:12:20 17:30:30 17:30:39 17:30:57 36 Passenger Metrolink East 2 3 Yes No No 17:31:29 17:31:22 17:31:05 18:06:31 18:06:37 18:06:58 37 Passenger Metrolink East 2 5 Yes No No 18:07:29 18:07:21 18:07:09 18:45:07 18:45:11 18:45:27 40 Passenger Metrolink East 2 5 Yes No No 18:45:50 18:45:44 18:45:39 19:14:09 19:14:14 19:14:32 35 Passenger Metrolink East 1 6 Yes No No 19:14:58 19:14:51 19:14:40 19:24:31 19:24:39 19:24:54 27 Freight Union East 4 106 Yes No No 19:27:58 19:27:50 19:27:43 Pacific 19:53:05 19:53:12 19:53:27 40 Passenger Metrolink East 1 4 Yes No No 19:53:59 19:53:51 19:53:35 • • • 259 Counts at McKinley Street (Wednesday and Thursday — October 2011) • A-4 2/21/2012 InfraConsult • 261 • • • NATIONAL DATA & SURVEYING SERVICES Train Count Project No. 11-6107-001 Location: McKinley Street Crossing Day: Wednesday City: Corona Date: 10/26/2011 Time Interval From: 12:00 AM To 23:59:00 PM Type of Land use Around Location: Residential/ Commercial Number of Tracks at Location: 2 TIME .rS 11:58:14 ERG Ambulance 16:05:20 Ambulance G A SPF PEI ft tsn ,'...-• QMU�#U �CIC M A4 ' y fiTlAt1i �� s �kp p�. 0"28.10 0:28:14 0:28:23 FREIGHT UNION WEST 2 80 Y N ' N 0:31:10 0:31:10 0:31:07 45 1:08:54 1:08:56 1:09:07 FREIGHT BNSF EAST 4 115 Y N N 1:11:23 1:11:22 _ 1:11:19 50 1:20:48 1:20:50 1:20:57 44 FREIGHT BNSF EAST 4 118 Y N N 1:24:10 1:24:15 1:22:38 1:43:13 1:43:19 1:43:30 FREIGHT BNSF WEST 3 40 Y N N 1:45:31 1:45:33 1:45:28 25 1:55:06 1:55:10 1:55:15 45 FREIGHT BNSF WEST 5 154 Y N N 2:00:24 2:00:23 1:58:20 1:58:09 1:58:15 1:58:20 47 FREIGHT BNSF EAST 6 142 8 N N 2:01:49 2:01:40 2:00:30 2:53:37 2:53:40 2:53:50 58 PASSENGER AMTRAK WEST 1 6 Y N N 2:54:13 2:54:10 2:54:00 3:18:20 3:18:22 3:18:40 45 FREIGHT BNSF EAST 4 78 Y N N 3:20:42 3:20:41 3:20:12 3:45:53 3:45:53 3:45:56 46 FREIGHT USBF EAST 5 130 Y N N 3:47:11 3:47:10 3:47:03 4:01:15 4:01:17 4:01:20 27 FREIGHT USBF EAST 3 55 Y N N 4:03:06 4:03:05 4:03:01 4:25:18 _-- - :_-- 4:29:31 4:25:19 4:29:30 4:25:28 4:29:28 45 FREIGHT USBF WEST 6 174 3 N N' 4:49:10 4:49:11 4:49:19 50 FREIGHT USBF EAST 3 96 Y N N 4:51:27 4:51:26 4:51:22 5:01:36 5:01:37 5:01:39 51 FREIGHT USBF EAST 5 92 8 N N 5:03:41 5:03:40 5:03:37 5:19:45 5:19:47 5:19:49 48 FREIGHT USBF EAST 5 110 8 N N 5:22:04 5:22:03 5:21:58 5:22:08 5:22:09 5:22:10 59 PASSENGER METROLINK WEST 1 5 Y N N 5:22:21 5:22:20 5.22:19 5:32:11 5:32:12 5:32:14 48 FREIGHT USBF EAST 4 113 Y N N 5:34:28 5:34:27 5:34:25 5:44:56 5:44:57 5:45:01 " 58 PASSENGER METROLINK WEST 1 7 Y N N 5:45:13 5:45:12 5:45:08 5:53:07 5:53:13 5:53:34 58 PASSENGER METROLINK WEST 1 7 Y N N 5:54:01 5:53:56 5:53:46 6:32:15 6:32:23 6:32:43 58 PASSENGER METROLINK WEST 1 7 Y N N 6:33:12 6:33:07 6:33:01 6:44:02 6:44:08 6:44:34 58 PASSENGER METROLINK WEST 2 3 8 N N 6:45:00 6:44:55 6:44:42 6:53:11 6:53:16 6:53:41 46 FREIGHT BNSF WEST 1 63 Y N N 6:54:59 6:54:53 6:54:39 7:00:40 7:00:45 7:01:03 53 PASSENGER METROLINK EAST 1 5 3 N N 7:01:23 7:01:21 7:01:17 7:11:58 7:12:03 7:12:32 43 FREIGHT BNSF EAST 4 170 Y N N 7:15:01 7:14:56 7:14:49 7:23:26 7:23:30 7:23:51 53 PASSENGER AMTRAK WEST 1 10 Y N N 7:24:24 7:24:19 7:24:05 7:34:29 7:34:32 7:34:56 58 PASSENGER METROLINK EAST 1 5 Y N N 7:35:13 7:35:10 7:35:08 7:41:28 7:41:33 7:41:56 49 PASSENGER METROLINK WEST 2 3 Y N N 7:42:21 7:42:16 7:42:03 7:43:37 7:43:41 7:44:08 41 FREIGHT BNSF EAST 4 91 Y N N 7:45:44 7:45:40 - 7:45:35 7:50:40 7:53:05 7:50:45 _-- 7:53:00 7:51:13 7:52:45 36 FREIGHT BNSF WEST 4 77 Y N N 8:12:28 8:12:33 8:13:00 41 FREIGHT BNSF WEST 2 130 Y N N 8:15:10 8:15:05 8:14:51 262 NATIONAL DMA & SURVEYING SERVICES Train Count Project No. 11-6107-001 Location: McKinley Street Crossing Day: Wednesday City: Corona Date: 10/26/2011 Time Interval From: 12:00 AM To 23:59:00 PM Type of Land use Around Location: Residential/ Commercial Number of Tracks at Location: 2 TRAIN INFO EMERGENCY VEHICLES, TIME QVANTtTY TIME QUANTITY; 11.58.14 Ambulance 16:05:20 Ambulance TIME OF GATE DOWN TIM £ OF SPEED TYPE TRAIN COMPANY D3RECTlON I OF LOCOMOTIVE OF CARS THRU TRAIN' GOES TRAIN STOP DOES TRAIN BACK-UP 8:38:11 8:38:13 8:38:41 48 FREIGHT BNSF EAST 4 93 5 N N 8:40:21 8:40:16 8:40:13 8:56:47 8:56:51 8:57:20 51 FREIGHT BNSF WEST 4 107 Y N N 8:59:03 8:58:58 8:58:42 9:12:56 9:13:03 9:13:29 46 FREIGHT BNSF WEST 4 134 Y N N 9:15:53 9:15:48 9:15:30 9:31:28 9:31:34 9:32:00 50 FREIGHT BNSF EAST 4 95 5 N N 9:33:34 9:33:30 9:33:25 10:05:52 10:05:56 10:06:25 58 PASSENGER METROLINK EAST 1 4 Y N N 10:06:39 10:06:36 10:06:32 10:08:48 10:08:50 10:09:09 41 FREIGHT BNSF EAST 3 4 Y N N 10:09:53 10:09:49 10:09:36 10:56:18 10:56:21 10:56:52 58 PASSENGER METROLINK WEST 2 3 Y N N 10:57:17 10:57:11 10:56:58 11:52:40. 11:52:44 11:53:15 29 FREIGHT BNSF EAST 3 88 Y N N 11:55:31 11:55:25 11:55:12 11:55:00 11;55:04 11:55:29 51 PASSENGER METROLINK WEST 2 4 5 N N 11:56:10 11:56:05 11:55:53 12:03:24 12:03:28 12:04:02 41 FREIGHT BNFS WEST 2 2 Y N N 12:04:25 12:04:18 12:04:10 12:54:38 12:54:40 12:55:34 36 FREIGHT BNFS WEST 4 145 Y N N 12:58:01 12:57:56 12:57:40 13:35:16 13:35:20 13:35:45 51 FREIGHT BNFS WEST 4 72 5 N N 13:37:16 13:37:12 13:36:58 14:03:56 14:04:01 14:04:40 58 PASSENGER METRO LINK EAST 2 48 Y N N 14:05:06 14:05:01 14:04:48 14:15:01 14:15:05 14:15:34 50 FREIGHT BNFS EAST 4 108 Y N N 14:17:18 14:17:15 14:17:10 : 5:27 14:35:27 14:37:48 14:35:32 --- 14:37:42 14:36:03 ---------- 14:37:32 49 FREIGHT BNFS EAST 4 115 Y N N 14:43:59 14:44:06 14:44:30 59 PASSENGER METRO LINK WEST 2 5 Y N N 14:44:56 14:44:48 14:44:38 14:54:20 14:54:27 14:54:53 49 FREIGHT . BNFS WEST 2 115 Y N N 14:56:45 14:56:38 14:56:23 14:58:45 14:58:54 14:59:15 60 PASSENGER METRO LINK EAST 2 5 Y N N 14:59:37 14:59:31 14:59:21 15:43:15 15:43:20 15:43:55 59 PASSENGER METRO LINK WEST 1 5 Y N N 15:44:06 15:44:01 15:43:59 15:54:36 15:54:41 15:55:10 51 FREIGHT BNFS EAST 2 92 Y N N 15:56:33 15:56:28 15:56:24 17:05:54 17:06:03 17:06:26 59 PASSENGER METRO LINK EAST 2 4 Y N N 17:07:09 17:07:05 17:06:30 17:20:39 17:20:48 17:21:10 44 FREIGHT BNFS WEST 4 133 Y N N 17:23:41 17:23:37 17:23:15 17:27:35 17:27:40 17:27:51 58 PASSENGER METRO LINK EAST 1 4 Y N N 17:28:55 17:28:48 17:28:15 17:48:02 17:48:07 17:48:12 59 PASSENGER METRO LINK EAST 1 5 Y N N 17:48:58 17:48:54 17:48:41 17:59:27 17:59:37 17:59:45 48 FREIGHT BNFS EAST 6 106 Y N N 18:01:57 18:01:52 18:01:32 18:05:40 18:05:45 18:06:10 60 PASSENGER METRO LINK WEST 2 4 Y N N 18:06:52 18:06:45 18:06:38 18:44:36 18:44:39 18:45:00 59 PASSENGER METRO LINK EAST 2 2 Y N N 18:45:17 18:45:12 18:45:05 18:49:38 18:49:46 18:50:00 25 FREIGHT BNSF EAST 4 107 Y N N 18:53:32 18:53:25 18:53:20 18:58:23 18:58:30 18:58:55 41 FREIGHT BNSF WEST 4 - 63 Y N N 19:00:37 19:00:32 19:00:00 • • 263 • • • Location: McKinley Street Crossing City: Corona Time Interval From: 12:00 AM Type of Land use Around Location: Residential/ Commercial Number of Tracks at Location: 2 NATIONAL DATA & SURVEYING SERVICES Train Count Project No. 11-6107-001 To 23:59:00 PM 19:08:10 19:08:16 r 19:08:42 19:13:20 19:13:14 19:12:52 19:27:36 19:27:52 19:30:39 19:27:15 19:30:45 19:30:21 23 20 FREIGHT FREIGHT Day: Wednesday Date: 10/26/2011 TRAIN INFO BNSF BNSF WEST WEST 6 3 �� ►> I F1yv>ategs , 11:58:14 Ambulance 16:05:20 Ambulance 98 99 Y N N N N 19:36:45 19:36:49 19:37:10 19:37:20 19:37:15 19:51:57 19:52:24 19:37:24 57 PASSENGER METRO LINK EAST 2 3 Y N N 19:51:50 19:52:53 19:52:47 19:52:36 19:58:20 19:58:45 20:00:01 19:59:49 20:12:25 20:12:54 20:14:56 20:14:24 20:24:07 20:24:36 20:26:17 20:26:10 59 PASSENGER AMTRAK EAST 2 8 Y N N 19:58:14 20:00:08 49 FREIGHT UNION WEST 2 73 Y N N 20:12:24 20:15:00 46 FREIGHT BNSF EAST 4 112 Y N N 20:24:02 20:26:20 50 FREIGHT BNSF EAST 4 105 Y N N 264 NATIONAL DATA & SURVEYING SERVICES Train Count Project No. 11-6107-001 Location: McKinley Street Crossing Day: Thursday City: Corona Dote: 10/27/2011 Time Interval From: 12:00 AM To 23:59:00 PM Type of Land use Around Location: Residential/ Commercial Number of Tracks at Location: 2 TRAIN INFO EMERGENCYVEHICLES TIME ; QUANTITY TIME QUANTITY 8:07.08 Police 21:25:26 Ambulance 15:53:02 Rail Truck 22:55:00 Police 17:19:03 Ambulance c"�� �..s a�:. ,7< ..., .his,., a `�,� ate _ It. DOES VOTIVE �` # OF CARS _e THRUTRAIN TRAIN F �Tu.. w OtiES TRAIN BA''I{ Ui? e... 0:31:17 0:31:23 0:31:36 48 FREIGHT BNSF EAST 5 100 Y N N 0:33:25 0:33:19 0:33:07 0:59:33 0:59:41 1:00:06 44 FREIGHT BNSF WEST 4 66 Y N N 1:01:27 1:01:21 1:01:08 1:09:21 1:09:33 1:09:54 . 48 FREIGHT BNSF EAST 4 129 Y N N 1:11:58 1:11:52 1:11:48 Train at same time in opposite direction 48 FREIGHT BNSF WEST 2 100 Y N N 1:38:36 1:38:46 1:39:08 49 FREIGHT BNSF EAST 5 134 Y N N 1:41:41 1:41:36 1:41:25 1:45:22 1:45:32 1:45:56 46 FREIGHT BNSF - WEST 5 160 Y N N 1:48:23 1:48:18 1:48:12 2:21:40 2:21:49 2:22:10 51 FREIGHT BNSF EAST 4 57 Y N N 2:23:27 2:23:23 2:23:17 2:35:47 2:35:52 2:35:57 50 FREIGHT BNSF EAST 4 88 Y N N 2:36:53 2:36:46 2:36:43 2:42:56 2:48:02 2:48:26 51 FREIGHT BNSF EAST 4 130 8 N N 2:50:40 2:50:34 2:50:02 Train at same time in opposite direction Unknown PASSENGER METROLINK WEST 1 4 Y N N 3:00:54 3:02:58 3:00:59 3:02:51 3:01:29 3:02:35 48 FREIGHT BNSF WEST 4 76 Y N N 3:11:01 3:11:07 3:11:42 22 FREIGHT BNSF WEST 4 88 Y N N 3:15:00 3:14:54 3:14:36 3:43:22 3:43:28 3:43:48 24 FREIGHT BNSF EAST 7 60 Y N N 3:45:32 3:45:25 3:45:22 4:02:32 4:02:38 4:03:03 52 FREIGHT BNSF EAST 3 83 8 N N 4:04:29 4:04:23 4:04:19 4:16:51 4:16:57 4:17:27 50 FREIGHT BNSF EAST 4 137 Y N N 4:19:25 4:19:20 4:19:14 5:17:12 5:17:17 5:17:46 49 FREIGHT BNSF EAST 4 126 Y N N 5:19:46 5:19:42 5:19:37 5:21:13 5:21:16 5:21:42 60 PASSENGER METROLINK WEST 2 3 8 N N 5:22:08 5:22:02 5:21:47 5:30:09 5:30:14 5:30:30 50 FREIGHT BNSF EAST 4 115 8 N N 5:32:11 5:32:09 5:32:07 5:43:09 5:43:11 5:43:44 62 PASSENGER METROLINK WEST 3 3 Y N N 5:44:09 5:44:03 5:43:49 5:52:20 5:52:25 5:52:51 60 ' PASSENGER METROLINK WEST 2 5 Y N N 5:53:19 5:53:12 5:52:58 5:57:21 5:57:27 5:57:55 49 FREIGHT BNSF EAST 2 127 5 N N 5:59:43 . 5:59:37 5:59:35 6:01:08 6:01:15 6:01:24 52 FREIGHT BNSF WEST 2 96 8 N N 6:03:31 6:03:24 6:03:15 6:28:05 6:28:13 6:28:49 62 PASSENGER METROLINK WEST 1 5 5 N N 6:30:04 6:29:58 6:29:52 6:41:46 6:41:52 6:42:08 60 PASSENGER METROLINK WEST 1 4 Y N N 6:42:45 6:42:39 6:42:16 6:48:24 6:48:29 6:48:57 60 PASSENGER METROLINK EAST 1 4 8 N N 6:49:37 6:49:32 6:49:05 6:50:30 6:50:36 6:50:56 44 FREIGHT BNSF WEST 3 57 8 N N 6:52:22 6:52:16 6:52:04 7:04:40 7:04:46 7:05:10 62 PASSENGER AMTRAK WEST 1 10 Y N N 7:05:41 7:05:35 7:05:20 7:30:00 7:31:21 7:30:38 7:31:16 7:30:45 7:31:05 60 PASSENGER METROLINK EAST 1 4 Y N N 7:39:38 7:39:45 7:40:09 58 PASSENGER METROLINK WEST 1 4 Y N N 7:40:37 7:40:31 7:40:16 • • 265 • NATIONAL DATA & SURVEYING SERVICES Train Count Project No. 11-6107-00I Location: McKinley Street Crossing Day: Thursday City: Corona Dote: 10/27/2011 Time Interval From: .12:00 AM To 23:59:00. PM Type of Land use Around Location: Residential/ Commercial Number of Tracks at Location: 2 TRAIN INFO EMERGENCY VEHI TIME. QUANTITY TIME 8:07:08 Police 21:25:26 Ambulance 15:53:02 Rail Truck 22:55:00 Police 17:19:03 Ambulance TIME C F BELL GATE DOWN TIME TI EOF TRAIN SPEED rx TRAIN COMPANY DiRiCTI0 itt)F - LOCOMOTWE 9 OF CARS THRU TRAIN i .5'I' �p 757..05 I_`.1:1' 7:53:25 7:51:40 48 FREIGHT BNSF WEST 2 90 Y N N 7:53:30 7:53:12 8:02:30 8:02:35 8:02:48 44 FREIGHT BNSF WEST 4 137 Y N N 8:05:20 8:05:16 8:04:58 8:13:04 8:13:12 8:13:34 49 FREIGHT BNSF WEST 4 108 9 N N 8:15:32 8:15:28 8:15:12 8:45:31 8:45:36 8:46:03 48 FREIGHT BNSF WEST 4 114 9 N N 8:47:58 8:47:54 8:47:35 9:09:33 9:09:39 9:10:18 22 FREIGHT BNSF EAST 4 122 9 N N 9:14:36 9:14:31 9:14:16 9:23:05 9:23:09 9:23:40 55 PASSENGER METROLINK EAST 1 4 Y N N 9:23:52 9:23:48 9:23:45 10:07:05 10:07:10 10:07:36 58 PASSENGER METROLINK EAST 1 4 Y N N 10:07:49 10:07:45 10:07:40 10:54:25 10:54:28 10:54:57 44 FREIGHT BNSF EAST 4 125 Y N N 10:56:58 10:56:54 10:56:46 10:57:31 10:57:35 10:57:40 59 PASSENGER METROLINK WEST 1 4 Y N N 10:58:10 10:58:06 10:57:59 11:03:10 11:03:16 11:03:53 25 FREIGHT SANTA FE EAST 2 8 Y N N 11:04:58 11:04:54 11:04:40 11:06:46 11:06:50 11:06:54 10 FREIGHT SANTA FE WEST 2 8 Y N N 11:08:09 11:08:05 11:08:01 11:11:00 11:11:05 11:11:34 37 FREIGHT BNSF WEST 5 91 9 N N 11:13:37 11:13:33 11:13:16 11:52:02 11:52:07 11:52:32 60 PASSENGER METROLINK WEST 4 4 Y N N 11:52:49 11:52:45 11:52:38 12:02:13 12:02:18 12:02:19 28 FREIGHT BNSF EAST 2 8 Y N N 12:02:47 12:02:46 12:02:45 13:13:57 13:16:03 13:13:58 13:16:01 13:13:59 13:15:59 45 FREIGHT BNSF WEST 3 114 Y N N 13:37:13 13:37.21 13:37:50 21 FREIGHT BNSF WEST 2 8 Y N N 13:38:37 13:38:34 13:38:32 13:50:42 13:50:45 13:50:47 60 PASSENGER METROLINK EAST 2 4 Y N N 13:51:01 13:51:04 13:50:59 14:08:26 14:08:35 14:08:38 49 FREIGHT BNSF EAST 4 107 Y N N 14:10:35 14:10:32 14:10:27 14:23:06 14:23:10 14.23:15 50 FREIGHT BNSF EAST 4 134 Y N N 14:25:34 14:25:32 14:25:30 14:37:54 14:37:56 14:38.20 48 FREIGHT BNSF EAST 3 105 Y N N 14:40:12 14:40:19 14:40:06 14:45:39 14:45:45 14:45:50 59 PASSENGER METROLINK WEST 3 3 Y N N 14:46:20 14:46:17 14:46:12 14:59:26 14:59:29 14:59:32 59 PASSENGER METROLINK EAST 2 4 Y N N 14:59:56 14:59:51 14:59:46 15:06:05 . 15:06:10 15:06:18 41 FREIGHT SANTA FE WEST 4 136 Y N N 15:09:49 15:09:43 15:09:28 15:45.25 15:45:30 15:45:48 60 PASSENGER METROLINK WEST 2 4 Y N N 15:46:07 15:46:01 15:45:58 16:02:29 16:02:31 16:02:34 47 FREIGHT SANTA FE WEST 4 101 Y N N 16:04:14 16:04:12 16:04:09 17:08:51 17:08:54 17:09:03 60 PASSENGER METROLINK EAST 2 4 Y N N 17:09:27 17:09:24 17:09:20 17:26:39 17:26:41 17:26:58 60 PASSENGER METROLINK EAST 2 4 Y N N 17:27:26 17:27:22 17:27:19 17:50:13 17:50:16 17:50:20 59 PASSENGER METROLINK EAST 2 4 Y N N 17:50:42 17:50:40 17:50:36 18:01:09 18:01:12 18:01:27 51 FREIGHT BNSF EAST 5 83 9 N N 18:06:13 18:03:10 18:03:06 266 NATIONAL DATA & SURVEYING SERVICES Train Count Project No. 11-6107-001 Location: McKinley Street Crossing City: Corona Time Interval From: 12:00 AM To 23:59:00 PM Type of Land use Around Location: Residential/ Commercial Number of Tracks at Location: 2 Day: Thursday Date: 10/27/2011 TRAIN INFO 8:07:08 Police 21:25:26 Ambulance 15:53:02 Rail Truck 22:55:00 Police 17:19:03 Ambulance Fi 18:09:05 18:09:11 18:09:16 59 PASSENGER METROLINK WEST 2 5 Y N N 18:09:34 18:09:31 18:09:28 18:12:06 18:12:16 18:12:21 42 FREIGHT BNSF EAST 4 119 Y N N 18:14:07 18:14:04 18:14:01 18:18:01 18:18:06. 18:18:10 FREIGHT. BNSF WEST 2 63 Y N N 18:19:20 18:19:16 18:19:10 50 18:32:10 18:32:14 18:32:39 69 FREIGHT BNSF WEST 3 49 Y N N 18:34:00 18:33:57 18:33:43 18:34:56 18:35:01 18:35:25 61 PASSENGER METROLINK EAST 1 4 Y N N 18:36:06 18:36:01 18:35:35 18:45:01 18:45:09 18:45:31 50 PASSENGER METROLINK EAST 1 4 1 N N 18:46:06 18:46:01 18:45:42 18:51:42 18:51:47 18:52:15 27 FREIGHT BNSF WEST 6 57 Y N N 18:54:42 18:54:38 18:54:21 19:21:32 19:21:36 - 19:22:03 45 FREIGHT BNSF WEST 8 39 3 N N 19:23:12 19:23:07 19:22:52 19:32:16' 19:32:21 19:32:48 60 PASSENGER AMTRAK EAST 2 13 3 N N 19:33:20 19:33:16 19:33:04 19:42:07 - 19:42:11 19:42:39 59 PASSENGER METROLINK EAST 2 4 3 N N 19:42:53 19:42:50 19:42:45 19:51:03 19:51:09 19:51:35 40 FREIGHT BNSF EAST 4 103 3 N N 19:54:13 19:54:09 19:53:36 20:02:05 20:02:11 20:02:38 41 - FREIGHT BNSF EAST 2 131 3 N N 20:04:11 20:04:06 20:04:00 21:18:16 21:18:20 21:18:49 49 FREIGHT BNSF EAST 4 130 3 N N 21:21:15 21:21:10 21:20:38 22:00:14 22:00:17 22:00:45 46 FREIGHT BNSF WEST 4 42 3 N N 22:01:47 22:01:41 22:01:26 • • • 267 • Counts at Sunset Avenue (Wednesday and Thursday — October 2011) • • 2{2.1/2012 InfraCOnsuft 268 • • NATIONAL DATA & SURVEYING SERVICES Train Count Project No. 11-6107-004 Location: Sunset Avenue Crossing Day: Wednesday City: Banning Date: 10/26/2011 Time Interval From: 12:00 AM To 23:59:00 PM Type of Land use Around Location: Residential/Commercial Number of Tracks at Location: 2 :20 �,CIY4 11 1�IWl 0.. 11:41:34 Rail Truck 0:1521 0:15:29 7ii c 0:15:37 24 FREIGHT UNION PACIFIC EAST �k 3 107 Rot Y r N N 0:18:50 0:18:39 0:18:32 0:50:37 0:50:48 0:51:04 23 FREIGHT CSX WEST 2 102 Y N N 0:55:20 0:55:13 0:55:04 1:08:18 1:08:25 1:08:39 16 FREIGHT UNION PACIFIC WEST 3 106 Y N N 1:14:07 1:13:58 1:13:48 1:22:55 1:23:03 1:23:14 27 FREIGHT UNION PACIFIC EAST 3 103 Y N N 1:26:13 1:26:07 1:26:00 3:14:23 3:18:14 3:14:34 3:18:03 3:14:50 3:17:49 5 FREIGHT UNION PACIFIC/ CSX EAST 3 104 Y N N 4:45:12 4:45:27 4:45:41 33 FREIGHT UNION PACIFIC EAST 1 68 Y N N 4:48:09 4:48:07 4:47:58 4:56:31 4:56:45 4:56:59 32 FREIGHT UNION PACIFIC EAST 2 35 Y N N 4:57:57 4:57:54 4:57:46 5:10:42 5:10:54 5:11:13 34 FREIGHT UNION PACIFIC EAST 3 71 Y N N 5:13:05 5:13:02 5:12:49 5:18:28 5:18:42 5:18:55 22 FREIGHT UNIOPN PACIFIC WEST 2 111 Y N N 5:22:53 5:22:51 5:22:37 5:43:47 5:43:58 5:44:07 55 PASSENGER METROLINK WEST 2 10 Y N N 5:44:32 5:44:29 5:44:16 5:57:01 5:57:15 5:57:30 32 FREIGHT UNION PACIFIC EAST 4 113 Y N N 6:00:18 6:00:16 6:00:02 6:13:40 6:13:52 6:14:07 27 FREIGHT UNION PACIFIC WEST 2 79 Y N N 6:16:32 6:16:30 6:16:16 6:58:52 6:59:05 6:59:20 32 FREIGHT UNION PACIFIC EAST 4 89 Y N N 7:01:34 7:01:32 7:01:18 7:09:39 7:09:52 7:10:05 37 FREIGHT UNION PACIFIC EAST 2 36 Y N N 7:10:53 7:10:50 7:10:36 7:46:17 7:46:30 7:46:46 32 FREIGHT UNION PACIFIC EAST 3 108 Y N N 7:48:45 7:48:43 7:48:29 7:47:23 7:47:40 7:47:56 26 FREIGHT UNION PACIFIC WEST 4 70 Y N N 7:50:14 7:50:10 7:49:56 8:00:44 8:00:52 8:01:09 31 FREIGHT UNION PACIFIC EAST 2 80 Y N N 8:03:03 8:02:57 8:02:49 8:20:40 8:20:49 8:21:04 22 FREIGHT UNION PACIFIC WEST 3 70 Y N N 8:24:06 8:24:06 8:23:57 8:31:55 8:32:04 8:32:20 34 FREIGHT UNION PACIFIC EAST 4 83 Y N N 8:34:23 8:34:14 8:34:07 9:43:29 9:43:38 9:43:54 19 FREIGHT UNION PACIFIC WEST 2 55 Y N N 9:46:53 9:46:46 9:46:36 9:48:29 9:48:37 9:48:56 37 FREIGHT UNION PACIFIC EAST 5 99 Y N N 9:51:14 9:51:05 9:50:58 10:30:31 10:30:40 10:30:57 10:33:46 21 FREIGHT UNION PACIFIC EAST 4 110 Y N N 10:34:04 10:33:54 12:02:31 12:02:44 12:02:58 16 FREIGHT UNION PACIFIC WEST 2 40 Y N N 12:04:29 12:04:27 12:04:11 12:14:48 12:15:01 12:15:16 24 FREIGHT UNION PACIFIC WEST 3 63 Y N N 12:17:45 12:17:43 12:17:29 12:38:24 12:38:37 12:38:53 33 FREIGHT UNION PACIFIC EAST 5 100 Y N N ;12:41:22 12:41:20 12:41:06 12:50:28 12:50:41 12:50:57 30 FREIGHT UNION PACIFIC EAST 6 99 Y N N 12:53:23 12:53:21 12:53:07 13:15:22 13:15:35 13:15:51 24 FREIGHT UNION PACIFIC EAST 3 101 Y N N 13:18:52 13:18:50 13:18:37 270 NATIONAL DATA & SURVEYING SERVICES Train Count Project No. 11-6107-004 Location: Sunset Avenue Crossing Day: Wednesday City: Banning Date: 10/26/2011 Time Interval From: 12:00 AM To 23:59:00 PM Type of Land use Around Location: Residential/Commercial Number of Tracks at Location: 2 TRAIN INFO -'EMERGENCY VEHICLES .. .. - 'fl,Ml ,, . ,QUANTITY 1ITY:. 11:41:34 Rail Truck i.oi 04144 im at N 13:21:15 13:21:28 13:21:43 12 FREIGHT UNION PACIFIC WEST 5 102 Y N 13:27:30 13:27:28 13:27:10 14:10:05 14:10:18 14:10:33 25 FREIGHT UNION PACIFIC WEST 3 53 Y N N 14:12:49 14:12:47 14:12:33 14:28:29 14:28:41 14:29:00 21 FREIGHT UNION PACIFIC WEST 4 112 Y N N 14:33:00 14:32:58 14:32:43 15:53:20 15:53:33 15:53:49 21 FREIGHT UNION PACIFIC WEST 5 121 Y N N 15:57:39 15:57:37 15:57:22 16:43:02 16:43:12 16:43:36 19 FREIGHT UNION PACIFIC WEST 4 133 Y N N 16:47:41 16:47:33 16:47:25 17:18:23 17:18:31 17:18:48 55 PASSENGER AMTRAK EAST 2 13 Y N N 17:19:17 17:19:08 17:19:02 17:29:35 17:29:44 17:30:05 34 FREIGHT UNION PACIFIC EAST 4 100 Y N N 17:32:39 17:32:32 17:32:23 17:47:18 17:47:27 17:47:50 20 FREIGHT UNION PACIFIC WEST 4 97 Y N N 17:51:22 17:51:16 17:51:05 18:35:12 18:35:21 18:35:43 17 FREIGHT UNION PACIFIC WEST 1 50 Y N N 18:38:45 18:38:38 18:38:29 18:54:40 18:54:50 18:55:13 25 FREIGHT UNION PACIFIC EAST 5 66 Y N N 18:57:17 18:57:09 18:57:03 19:06:43 19:06:54 19:07:21 23 FREIGHT UNION PACIFIC WEST 4 111 Y N N 19:11:14 19:11:06 19:10:57 19:25:27 19:25:38 19:25:59 23 FREIGHT UNION PACIFIC WEST 3 83 Y N N 19:28:47 19:28:39 19:28:31 19:48:00 19:48:10 19:48:29 27 FREIGHT UNION PACIFIC . WEST 4 77 Y N N 19:50:38 19:50:30 19:50:22 21:47:24 21:47:37 21:47:50 24 FREIGHT UNION PACIFIC WEST 3 105 Y N N 21:50:40 21:50:39 21:50:24 22:54:27 22:54:40 22:54:57 20 FREIGHT UNION PACIFIC WEST 3 101 Y N N 22:58:32 22:58:30 22:58:15 23:23:19 23:26:28 23:23:31 23:23:47 35 FREIGHT UNION PACIFIC EAST 5 108 Y N N 23:26:26 23:26:12 271 • • NATIONAL DATA & SURVEYING SERVICES Train Count Project No. 11-6107-004 Location: Sunset Avenue Crossing Day: Thursday City: Banning Date: 10/27/2011 Time Interval From: 12:00 AM To 23:59:00 PM Type of Land use Around Location: Residential/Commercial Number of Tracks at Location: 2 �x �M k Nv�tl:Ii s T ME.... i2UANT TX TIME OF BELL DOWN TIME T OF TRAIN SPEED TYPE TRAIN COMPANY DIRECTION # OF LOCOMOTIVE # OF CARS THRU TRAIN •, T' STOP BAGI # ?;`' 1:18:18 1:18:29 1:18:45 FRIEGHT UNION PACIFIC EAST 3 95 Y N N 1:21:14 1:21:06 1:20:57 34 1:43:47 1:43:58 1:44:23 FRIEGHT UNION PACIFIC WEST 8 64 Y N N 1:46:59 1:46:51 1:46:44 19 2:01:14 2:01:26 2:01:43 FRIEGHT UNION PACIFIC EAST 3 85 Y N N 2:03:50 2:03:42 2:03:34 34 3:30:08 3:30:19 3:30:39 22 FRIEGHT UNION PACIFIC WEST 7 68 Y N N 3:33:14 3:33:06 3:32:58 4:11:53 4:15:05 4:12:07 4:15:03 4:12:22 4:14:49 17 FRIEGHT UNION PACIFIC WEST 4 70 Y N N 4:30:13 4:30:27 4:30:39 37 FRIEGHT UNION PACIFIC WEST 3 36 9 N N 4:31:34 4:31:33 4:31:20 4:53:09 4:53:22 4:53:40 18 FRIEGHT UNION PACIFIC WEST 4 66 Y N N 4:56:03 4:56:01 4:55:47 5:11:48 5:12:00 5:12:13 18 FRIEGHT UNION PACIFIC EAST 3 96 Y N N 5:17:08 5:17:06 5:16:52 5:56:57 5:57:10 5:57:25 34 FRIEGHT UNION PACIFIC EAST 2 88 Y N N 5:59:30 5:59:28 5:59:15 6:05:26 6:05:39 6:05:55 34 FRIEGHT UNION PACIFIC EAST 2 40 Y N N 6:06:46 6:06:44 6:06:33 6:46:43 6:46:57 6:47:12 28 FRIEGHT UNION PACIFIC EAST 4 112 Y N N 6:50:37 6:50:35 6:50:21 7:15:06 7:15:20 7:15:35 10 FRIEGHT UNION PACIFIC WEST 4 88 Y N N 7:19:19 7:19:17 7:19:03 7:25:27 7:25:38 7:25:53 36 FRIEGHT UNION PACIFIC EAST 5 100 Y N N 7:28:15 7:28:13 7:27:59 7:40:42 7:40:55 7:41:15 21 FRIEGHT UNION PACIFIC WEST 3 81 Y N N 7:43:51 7:43:49 7:43:35 8:39:25 8:39:35 8:39:51 34 FRIEGHT UNION PACIFIC EAST 4 109 Y N N 8:42:48 8:42:39 8:42:33 9:02:02 9:02:12 9:02:31 15 FRIEGHT UNION PACIFIC WEST 4 103 Y N N 9:06:43 9:06:34 9:06:27 10:11:52 10:12:01 10:12:19 24 FRIEGHT UNION PACIFIC WEST 4 71 Y N N 10:14:32 10:14:23 10:14:16 10:37:56 10:38:06 10:38:25 16 FRIEGHT UNION PACIFIC WEST 2 40 Y N N 10:39:59 10:39:46 10:39:37 11:12:32 11:12:41 11:12:58 40 FRIEGHT UNION PACIFIC EAST 2 105 Y N N 11:15:25 11:15:17 11:15:10 12:03:02 12:03:15 12:03:30 17 FRIEGHT UNION PACIFIC WEST 3 75 Y N N 12:07:21 12:07:20 12:07:05 12:18:50 12:19:03 12:19:19 33 FRIEGHT UNION PACIFIC EAST 4 79 Y N N 12:21:12 12:21:10 12:20:56 12:32:26 12:35:15 12:32:38 12:35:13 12:32:54 12:34:58 24 FRIEGHT UNION PACIFIC EAST 3 85 Y N N 12:46:28 12:46:42 12:46:57 35 FRIEGHT UNION PACIFIC EAST 4 99 Y N N 12:49:33 12:49:31 12:49:17 13:12:12 13:12:25 13:12:39 34 FRIEGHT UNION PACIFIC / CSX EAST 4 129 Y N N 13:15:34 13:15:32 13:15:19 14:02:50 14:03:01 14:03:23 19 FRIEGHT UNION PACIFIC WEST 3 94 Y N N 14:06:01 14:05:59 14:05:45 14:30:04 14:30:17 14:30:34 18 FRIEGHT UNION PACIFIC EAST 4 115 Y N N 14:34:35 14:34:34 14:34:18 15:10:16 15:10:29 15:10:44 24 FRIEGHT UNION PACIFIC EAST 4 114 Y N N 15:13:53 15:13:52 15:13:38 272 NATIONAL DATA & SURVEYING SERVICES Train Count Project No. 11-6107-004 Location: Sunset Avenue Crossing Day: Thursday City: Banning Date: 10/27/2011 Time Interval From: 12:00 AM To 23:59:00 PM Type of Land use Around Location: Residential/Commercial Number of Tracks at Location: 2 TRAIN INFO Eis!►RGK Y�V! tll t TIME,,..: QUAtV ij iiNl 71tt l NTI Y= BEI! �[�yy #iiA1A� !U!% ,` �\\� g - .t3lUIP '.. �Y@ Sii#aY \ST''�..`�a -> ' �°: . � \ y LUC(?R9€iM r 15:43:16 15:43:29 15:43:43 15:46:21 25 FRIEGHT UNION PACIFIC WEST 2 87 Y N N 15:46:37 15:46:35 16:10:39 16:10:48 16:11:09 21 FRIEGHT UNION PACIFIC WEST 4 85 Y N N 16:14:16 16:14:09 16:14:00 16:35:57 16:36:06 16:36:24 22 FRIEGHT UNION PACIFIC EAST 5 84 Y N N 16:39:31 16:39:24 16:39:15 17:03:01 17:03:12 17:03:30 17 FRIEGHT UNION PACIFIC WEST 3 94 Y N N 17:07:03 17:06:55 17:06:46 17:19:58 17:20:09 17:20:30 24 FRIEGHT UNION PACIFIC WEST 4 118 Y N N 17:24:16 17:24:07 17:23:59 17:20:29 17:20:38 17:20:58 22 FRIEGHT UNION PACIFIC EAST 3 84 Y N N 17:23:41 17:23:34 17:23:24 17:44:35 17:44:47 17:45:02 35 FRIEGHT UNION PACIFIC EAST 4 57 Y N N 17:46:26 17:46:18 17:46:11 18:23:45 18:23:56 18:24:14 33 FRIEGHT UNION PACIFIC EAST 2 72 Y N N 18:26:34 18:26:24 18:26:17 18:48:08 18:48:19 18:48:38 25 FRIEGHT UNION PACIFIC WEST 3 42 Y N N 18:50:16 18:50:06 18:49:57 19:09:29 19:09:39 19:10:00 20 FRIEGHT UNION PACIFIC WEST 3 69 Y N N 19:12:42 19:12:34 19:12:27 21:24:09 21:24:22 21:24:37 22 FRIEGHT UNION PACIFIC EAST 4 130 y N N 21:29:04 21:29:02 21:28:47 22:33:39 22:33:52 22:34:02 34 FRIEGHT UNION PACIFIC EAST 3 105 y N N 22:36:32 22:36:30 22:36:17 22:59:58 23:00:11 23:00:27 31 FRIEGHT UNION PACIFIC EAST 4 107 Y N N 23:03:22 23:03:20 23:03:06 • • 273 • Counts at Clay Street (Wednesday and Thursday — October 2011) • 2/21/2012 InfraConsult 274 w • • • 275 NATIONAL DATA & SURVEYING SERVICES Train Count Project No. 11-6107-002 • Location: Clay Street Crossing Day: Wednesday City: Riverside Dote: 10/26/2011 Time Interval From: 12:00 AM To 23:59:59 Type of Land use Around Location: Commercial Number of Tracks at Location: 1 EMERGENCY VEHICLES TIME QUANTITY TIME ( v N TIME OF BELL GATf. DOWN TIME TIME OF TRAIN SPEE D � PE � � FREIGHT TRAIN' COMPANY UNION PACIFIC C?IRECTION EAST Iti?F LOCOMOTIVE 2 , uOFCARS ... 84 THRU TRAIN IN Y N " 2 57.36 3:00:38 2:57:51 3:00:51 2:58:11 3:00:37 33 3:29:01 3:32:16 3:29:31 3:32:29 3:29:52 3:32:15 31 FREIGHT UNION PACIFIC EAST 3 69 Y N N 4:05:48 4:06:02 4:06:25 FREIGHT UNION PACIFIC EAST 4 143 Y N N 4:08:08 4:08:21 4:08:06 54 4:5.0:03 4 4:50:42 4:50:17 4:50:55 4:50:30 4:50:41 58 FREIGHT METROLINK WEST 2 3 Y N N 4:56:48 4:58:35 4:57:02 __--.._—_-- 4:58:48 4:57:18 4:58:33 51 FREIGHT UNION PACIFIC EAST 4 84 Y N N 5:49:32 5:49:46 5:50:01 PASSENGER METROLINK WEST 2 4 Y N N 5:50:09 5:50:22 5:50:08 70 5:56:13 5:58:03 5:56:27 5:58:16 5:56:40 5:58:01 38 FREIGHT UNION PACIFIC EAST 3 79 Y N N 6:23:00 6:23:14 6:23:35 PASSENGER METROLINK WEST 2 4 Y N N 6:23:42 6:23:55 6:23:37 71 6:57:01 6:57:45 6:58:02 70 PASSENGER METROLINK WEST 2 4 Y N N 6:58:10 6:58:23 6:58:08 7:04:22 7:06:39 7:04:36 0 :52 7:06:52 7:04:54 7:0 : 7:06:37 45 FREIGHT UNION PACIFIC EAST 4 121 Y N N 8:22:43 8:22:57 8:23:13 69 PASSENGER METROLINK WEST 2 3 Y N N 8:23:21 8:23:34 8:23:19 10:47:56 10:48:10 10:48:25 39 FREIGHT UNION PACIFIC EAST 5 101 Y N N 10:50:37 10:50:50 10:50:34 12:29:52 12:32:37 12:30:06 12:32:50 12:30:36 12:32:34 40 FREIGHT UNION PACIFIC WEST 3 72 Y N N 13:15:20 13:15:34 13:16:05 36 FREIGHT UNION PACIFIC WEST 2 59 Y N N 13:17:36 13:17:49 13:17:33 14:25:15 14:25:57 14:25:29 14:26:10 14:25:40 14:25:53 53 PASSENGER METROLINK EAST 2 5 Y N N 15:15:02 15:15:29 15:15:16 15:15:42 15:15:22 1 15:15:15:27 67 PASSENGER METROLINK WEST 2 5 Y N N 15:25:26 15:25:40 15:25:57 44 FREIGHT UNION PACIFIC EAST 4 103 Y N N 15:27:59 15:28:12 15:27:55 16:48:15 16:50:22 16:48:30 16:50:35 16:48:53 16:50:21 35 FREIGHT UNION PACIFIC WEST 3 57 Y N N 17:21:36 ___---_"- 17:22:14 17:21:50 17:22:27 17:22:04 17:22:11 53 PASSENGER METROLINK EAST 2 4 Y N N 18:02:41 18:02:52 18:03:07 53 PASSENGER METROLINK EAST 2 5 Y N N 18:03:17 18:36:01 18:03:22 18:03:15 18:36:42 19:1.0:28 18:36:07 18:36:48 18:36:13 18:36:40 59 PASSENGER METROLINK EAST 2 5 Y N N 19:11:12 19:10:42 19:11:25 19:11:00 19:11:11 44 PASSENGER METROLINK EAST 8 1 Y N N 19:40:25 19:40:34 19:40:48 60 PASSENGER METROLINK EAST 2 3 Y N N 19:40:56 20:14:01 19:41:09 19:40:53 20:14:53 20:22:50 20:14:14 20:15:06 20:14:39 20:14:50 44 FREIGHT UNION PACIFIC WEST 3 7 Y N N 20:23:01 20:23:24 54 FREIGHT UNION PACIFIC EAST 2 40 Y N N 20:23:51 20:24:04 20:23:48 276 Project No. 11-6107-002 Location: Clay Street Crossing Day: Wednesday City: Riverside Date: 10/26/2011 Time Interval From: 12:00 AM To 23:59:59 Type of Land use Around Location: Commercial Number of Tracks at Location: 1 UNION PACIFIC N 21:50:46 21:50:58 21:51:14 21:53:32 21:53:45 21:53:30 40 FREIGHT TRAIN INFO EAST 5 EMER6ENCY VEH1 S, ` C1nil E` . QUANTITY TIME 'CI ANThY 109 Y N 22:13:50 22:14:03 22:14:22 22:14:33 23:05:00 23:10:03 23:31:04 22:14:46 22:14:30 34 FREIGHT UNION PACIFIC EAST 2 4 Y N N 23:05:12 23:10:23 23:05:28 23:10:01 22 FREIGHT UNION PACIFIC EAST 3 96 Y N N 23:31:24 23:31:29 23:32:40 23:32:58 23:32:38 42 FREIGHT UNION PACIFIC WEST 4 77 Y N N • • • 277 • NATIONAL DATA & SURVEYING SERVICES Train Count Project No. 11-6107-002 Location: Clay Street Crossing Day: Thursday City: Riverside Dote: 10/27/2011 Time Interval From: 12:00 AM To 23:59:59 Type of Land use Around Location: Commercial Number of Tracks at Location: 1 TRAIN INFO TIME QL/ANTTTY '""TIME 9:44:48 Ambulance 19 08 00 Ambulance 13:01:37 Ambulance 18:33:42 Ambulance -- TIME OF BELL GATE L3 DOWN TIME TIME OE TRAIN SPEED TYPE TRAIN COMPANY DiR£CTION b OF LOCOMOTIVE OF CARS THRU TRAIN v; A e --1-)ki 12:12:38 12:15:53 12:12:50 12:16:06 12 13:06 12:15:50 26 FREIGHT UMON PACIFIC EAST 4 97 Y N N 3:17:47 3:18:01 3:18:11 FREIGHT UNION PACIFIC EAST 2 105 Y N N 3:20:31 3:20:44 3:20:30 35 3:42:39 3:44:35 3:42:53 3:44:48 3:43:12 3:44:32 43 FREIGHT UNION PACIFIC EAST 2 94 Y N N 4:50:46 4:51:10 4:51:00 4:51:23 4:51:05 4:51:09 52 FREIGHT UNION PACIFIC EAST 2 3 Y N N 4:57:10 4:57:23 4:57:38 26 FREIGHT UNION PACIFIC EAST 4 116 Y N N 5:00:35 5:00:48 5:00:34 5:51:25 5:51:52 5:51:39 5:52:05 5:51:45 5:51:51 50 PASSENGER METROLINK WEST 2 4 Y N N 6:23:19 6:24:03 6:23:33 6:24:18 6:23:54 6:23:59 50 PASSENGER METROLINK WEST 2 5 Y N N 6:57:45 6:57:59 6:58:12 59 PASSENGER METROLINK WEST 2 4 Y N N 6:58:19 6:58:32 6:58:18 8:22:32 8:23:16 8:22:46 8:23:29 8:22:58 8:23:13 65 PASSENGER METROLINK WEST 1 5 Y N N 8:48:56 8:49:45 8:49:10 8:49:58 8:49:23 8:49:43 17 FREIGHT UNION PACIFIC EAST 1 7 Y N N 9:23:32 9:23:45 9:23:54 24 FREIGHT UNION PACIFIC EAST 3 112 Y N N 9:26:13 9:26:24 9:26:11 10:22:40 10:24:33 10:22:52 10:24:46 10:23:04 10:24:32 36 FREIGHT UNION PACIFIC EAST 3 85 Y N N 10:59:25 10:59:39 11:00:06 46 FREIGHT UNION PACIFIC WEST 2 10 Y N N 11:00:23 11:00:36 11:00:20 11:15:32 11:15:46 11:15:59 28 FREIGHT UNION PACIFIC EAST 4 133 Y N N 11:18:39 11:18:52 11:18:37 10:22:46 10:24:33 10:22:52 10:24:46 10:23:04 10:24:32 29 FREIGHT UNION PACIFIC EAST 3 108 Y N N 13:16:04 13:16:18 13:16:33 54 FREIGHT UNION PACIFIC EAST 4 118 Y N N 13:17:54 13:18:07 13:17:51 13:54:14 13:54:18 13:54:57 41 FREIGHT UNION PACIFIC WEST 4 72 Y N N 13:55:58 13:56:11 13:55:55 14:21:45 14:22:17 14:22:00 14:22:24 14:22:08 14:22:15 52 FREIGHT UNION PACIFIC EAST 2 5 Y N N 15:16:26 15:16:40 15:16:58 69 FREIGHT UNION PACIFIC EAST 2 5 Y N N 15:17:07 15:17:20 15:17:04 15:24.9 15:27:28 15:25:02 15:27:41 15:25:18 15:27:25 40 FREIGHT UNION PACIFIC EAST 3 95 Y N N 16:35:06 16:38:32 16:35:18 16:38:45 16:35:33 16:38:28 23 FREIGHT UNION PACIFIC EAST 2 75 Y N N 16:51:20 16:51:34 16:52:00 36 FREIGHT UNION PACIFIC EAST 3 76 Y N N 16:54:00 16:54:13 16:53:59 17:25:48 17:26:21 17:26:01 17:26:34 17:26:11 17:26:17 52 FREIGHT UNION PACIFIC EAST 2 4 Y N N 18:46:06 18:46:41 18:46:16 18:46:50 18:46:31 18:46:39 54 PASSENGER METROLINK EAST 2 4 Y N N 19:11:30 19:11:41 19:11:55 51 PASSENGER METROLINK EAST 2 4 Y N N 19:12:06 19:12:19 19:12:03 278 NATIONAL DATA & SURVEYING SERVICES Train Count Project No. 11-6107-002 Location: Clay Street Crossing Day: Thursday City: Riverside Date: 10/27/2011 Time Interval From: 12:00 AM To 23:59:59 Type of Land use Around Location: Commercial Number of Tracks at Location: 1 TRAIN INFO 9:44:48 Ambulance 19:08:00 Ambulance 13:01:37 Ambulance 18:33:42 Ambulance 19:21:22 19:21:32 19:21:45 19:22:10 19:22:20 19:22:08 52 FREIGHT UNION PACIFIC EAST 4 131 Y N N 19:41:53 19:42:24 ' 19:42:06 19:42:36 19:42:17 19:42:22 57 PASSENGER METROLINK EAST 4 2 y N N 20:44:21 20:47:10 20:44:35 20:47:23 20:44:51 20:47:08 37 FREIGHT UNION PACIFIC EAST 3 104 y N N 21:12:00 21:13:13 21:13:39 21:13:46 21:13:59 21:13:43 43 FREIGHT UNION PACIFIC WEST 2 2 y N N 21:21:26 21:23:48 21:21:39 21:24:01 21:21:56 21:23:46 50 FREIGHT UNION PACIFIC EAST 4 108 y N N 21:51:55 21:53:47 21:52:03 21:53:58 21:53:18 21:53:45 42 FREIGHT UNION PACIFIC EAST 3 94 y N N 23:18:27 23:18:41 23:18:57 23:19:31 23:19:44 23:19:28 26 FREIGHT UNION PACIFIC EAST 3 51 y N N 23:42:51 23:44:54 23:43:05 23:45:07 23:43:24 23:44:50 52 FREIGHT UNION PACIFIC EAST 3 124 y N N 23:50:00 23:50:34 23:50:05 23:50:47 23:50:23 23:50:30 30 FREIGHT UNION PACIFIC EAST 2 2 y N N • 279 Counts at Center Street (Wednesday and Thursday — October 2011) 2/21/2.012 InfraConsult 280 • • 281 • • • NATIONAL DATA & SURVEYING SERVICES Train Count Project No. 11-6107-003 Location: Center Street Crossin City: Riverside uuy: vveanesaay \r I '�� M GENC�t Date: 10/26/2011 Time Interval From: 12:00 AM To 23:59:59 TIMES `t2UANTITY \; TIM -r c2iA 'lx PM ' Type of Land use Around Location: Residential/Commercial Number of Tracks at Location: 2 TRAIN INFO .,.,:.. . 0:09.40 0:09A7 0:09:58 U UNION _ ~ ..•., . . ' .. • . \ ,,,�.:- 0.1134 1:05:30 011.38 0:11:25 45 FREIGHT PACIFIC SOUTH 2 80 N Y y 1:06:35 1:07:02 1:05:30 1:06:35 N/A N/A SAME TRAIN 1:07:12 N/A 1:07:31 1:08:43 1:07:31 N/A SAME TRAIN 1:09:40 1:22:51 1:08:51 1:09:45 1:08:55 1:09:10 13 FREIGHT SANTA FE SOUTH 2 0 Y N N 1:24:30 1:24:44 1:22:59 1:24:35 1:23:01 1:24:20 26 FREIGHT BNSF SOUTH 3 37 Y N N 1:27:00 1:28:20 1:24:50 1:27:01 1:25:20 1:26:51 26 FREIGHT BNSF SOUTH 5 130+ y N N 1:31:20 1:46:23 1:46:36 1:28:35 1:31:20 1:29:30 1.31:10 22 FREIGHT BNSF NORTH 4 118 Y N N 1:49:19 2:15:04 1:49:19 1:47:03 1:49:11 121 32 FREIGHT BNSF NORTH 4 Y N N 2:19:08 2:22:05 2:15:15 2:19:08 2:15:24 2:19:00 28 FREIGHT BNSF NORTH 5 143 Y N N 2:22:10 2:22:45 2:23:10 3 3:16:35 3:19:48 3:16:40 3:19:38 26 FREIGHT UNION PACIFIC NORTH 2 76 Y N N 3:37:26 3:37:57 3:39:41 3:45:48 3:39:41 3:39:32 28 FREIGHT BNSF NORTH 4 78 1 N N 3:45:58 3:46:04 UNION 3:48:13 4:02:31 3:48:13 3:48:03 31 FREIGHT PACIFIC NORTH 3 71 Y N N 4:02:36 4:03:02 4:07:11 4:07:36 4:07:05 33 FREIGHT BNSF SOUTH 2 177 Y N N Crossing 4:10:13 Same Time Could not See FREIGHT BNSF NORTH Could not See Could not See Y N N 4:10:17 4:10:21 4:12:19 4:20:52 4:12:17 4:12:15 21 FREIGHT BNSF NORTH 1 7 Y N N 4:20:58 4:21:43 4:23:22 4:33:19 4:23:21 4:23:18 32 FREIGHT BNSF NORTH 2 56 1 N - N 4:37:11 4:59:06 4:33:23 4:37:09 4:34:01 4:37:07 31 FREIGHT BNSF NORTH 2 112 y N N 4:59:15 4:59:35 5:01:25 5:06:48 5:01:23 5:01:20 38 PASSENGER METROLINK SOUTH 2 6 Y N N 5:09:15 5:10:39 5:06:51 5:09:13 5:07:04 5:09:11 31 FREIGHT BNSF NORTH 4 99 Y N N 5:10:49 5:16:37 5:10:42 5:10:47 NO TRAIN 5:16:43 5:17:53 UNION 5:19:23 5:30:16 5:19:22 5:19:20 37 FREIGHT PACIFIC NORTH 4 87 y N - N 5:30:21 5:31:29 5:33:02 5:33:03 5:33:01 22 FREIGHT BNSF NORTH 4 96 Y N N 5:31:42 Crossing at the 5:42:03 same time 42 PASSENGER METROLINK SOUTH 1 4 Y N N 5.43:54 5:48:32 5:42:07 5:43:52 5:43:14 5:43:50 23 FREIGHT BNSF SOUTH 2 4 Y N N 5:52:16 5:54:21 5:48:35 .5:52:14 5:49:39 5:52:12 35 FREIGHT BNSF NORTH 4 110 y N N 5:54:33 5:54:27 5:54:31 NO TRAIN 6:03:18 6:0 6:033:117 6:03:150 19 I FREIGHT I BNSF I NORTH 4 113 Y I N N 282 NATIONAL DATA & SURVEYING SERVICES Train Count Project No. 11-6107-003 Location: Center Street Crossing Day: Wednesday City: Riverside Date: 10/26/2011 Time Interval From: 12:00 AM To 23:59:59 PM Type of Land use Around Location: Residential/Commercial Number of Tracks at Location: 2 EMEitGEthfCY,VEHICL TIME . ! QUANTITY 7SNl k'QUAflti'IT.T 6:09:59 6:10:02 6:10:43 41 PASSENGER METROLINK SOUTH 1 5 Y N N 6:10:59 6:10:57 6:10:55 6:13:21 6:13:24 6:14:23 32 FREIGHT UNION NORTH 3 80 Y N N 6:16:15 6:16:13 6:16:11 PACIFIC 6:30:37 6:30:40 6:31:12 34 FREIGHT BNSF SOUTH 3 63 Y N N 6:32:15 6:32:13 6:32:10 7:00:45 7:00:52 7:01:01 39 PASSENGER AMTRAK SOUTH 3 5 3 N N 7:01:18 7:01:13 7:0110 7:23:32 7:23:37 7:24:12 35 FREIGHT UNION NORTH 4 110 3 N N 7:26:22 7:26:17 7:26:11 PACIFIC 7:27:51 7:27:56 7:28:48 31 FREIGHT BNSF SOUTH 5 75 Y N N 7:30:28 7:30:23 7:30:19 7:34:27 7:34:30 7:35:19 12 FREIGHT BNSF NORTH 5 169 Y N N 7:39:41 7:39:36 7:39:30 7:41:02 7:41:06 NO TRAIN 7:41:15 7:41:12 7:51:58 7:52:01 7:52:04 25 FREIGHT BNSF SOUTH 2 130 Y N N 7:54:32 7:54:29 7:54:24 8:03:04 8:03:11 8:03:51 37 FREIGHT BNSF NORTH 4 87 3 N N 8:05:42 8:05:37 8:05:32 8:34.20 8:34:25 8:35:08 43 FREIGHT BNSF SOUTH 4 108 Y N N 8:36:41 8:38:34 8:36:31 8:50:44 8:50:53 8:50:59 39 FREIGHT BNSF SOUTH 4 134 3 N N 8:53:40 8:53:36 8:53:29 8:55:27 8:55:33 8:56:04 42 FREIGHT BNSF NORTH 6 94 3 N N 8:58:05 8:58:02 8:57:56 9:49:21 9:49:26 9:49:31 39 FREIGHT BNSF NORTH 4 94 Y N N 9:51:56 9:51:49 9:51:46 10:25:30 10:25:39 10:25:55 47 PASSENGER METROLINK NORTH 2 3 Y N N 10:26:29 10:26:45 10:26:03 11:04:00 11:04:13 11:04.41 35 FREIGHT UNION NORTH 5 101 Y N N 11:07:39 11:07:39 11:07:30 PACIFIC 11:19:26 11:19:50 11:19:39 11:19:50 NO TRAIN 11:34:28 11:34:35 11:34:55 47 PASSENGER METROLINK SOUTH 2 4 Y N N 11:35:18 11:35:18 11:35:10 12:05:39 12:05:52 12:06:20 25 FREIGHT UNION SOUTH 3 71 Y N N 12:09:11 12:09:11 12:09:00 PACIFIC 12:22:18 12:22:30 12:22:55 25 FREIGHT BNSF NORTH 3 87 Y N N 12:24:57 12:24:57 12:24:48 12:26:41 12:26:52 NO TRAIN 12:27:18 12:27:18 12:30:04 12:30:15 12:30:43 29 FREIGHT BNSF SOUTH 4 142 Y N N 12:33:27 12:33:27 12:33:18 12:57:40 12:57:52 NO TRAIN 12:58:30 12:58:30 12:59:02 12:59:15 12:59:58 25 FREIGHT UNION SOUTH 2 55 Y N N 13:02:09 13:02:09 13:02:01 PACIFIC 13:07:59 13:08:10 13:08:31 41 FREIGHT BNSF SOUTH 4 129 3 N N 13:10:04 13:10:04 13:09:55 13:18:46 13:18:58 13:19:38 30 FREIGHT BNSF SOUTH 2 0 Y N N 13:19:58 13:19:58 13:19:50 14:34:30 1434:40 14:35:03 30 FREIGHT BNSF NORTH 3 85 Y N N ARM/BELL STILL 14:36:48 DOWN/WORKING 14:36:08 31 FREIGHT BNSF SOUTH 2 Could not Y N N 14.38:20F 14:38:20 14:38:04 See • • 283 • • NATIONAL DATA & SURVEYING SERVICES Train Count Project No. 11-6107-003 Location: Center Street Crossing Day: Wednesday City: Riverside Date: 10/26/2011 Time Interval From: 12:00 AM To 23:59:59 PM Type of Land use Around Location: Residential/Commercial Number of Tracks of Location: 2 14:56:00 14:56:10 14:56:39 14:58:56 14:58:56 14:58:46 15:41:47 15:41:59 15:42:33 15:45:57 16:17:15 15:45:59 16:17:21 15:45:49 37 28 FREIGHT FREIGHT TRAIN INFO BNSF UNION PACIFIC NORTH NORTH 4 4 EMERGENCY V)HOLES fiiME 0211 fNTIiY r'TIM} 116 100 Y Y N N N N 16:19:19 16:20:29 16:20:27 16:20:23 16:29.51 16:29:57 16:30:47 16:30:44 16:31:19 16:31:19 16:31:51 16:33:52 16:33:52 16:33:39 16:34:04 16:34:07 16:36:15 16:41:19 16:41:14 16:41:05 16:59:33 16:59:39 17:00:10 17:02:51 17:02:48 17:02:41 17:29:07 17:29:14 17:29:53 17:30:07 17:30:05 17:30:00 17:56:17 17:56:20 17:56:47 17:59:17 17:59:12 17:58:29 18:08:40 18:08:46 18:09:14 18:14:25 18:14:20 18:14:13 18:08:40 18:08:46 18:10:05 18:14:25 18:14:20 18:10:24 18:20:54 18:21:05 18:21:32 18:24:17 18:24:14 18:24:06 18:29:01 18:29:07 18:29:59 18:29:56 18:30:42 18:30:48 18:31:25 18:34:38 18:34:34 18:33:46 18:55:06 18:55:13 18:55:49 18:56:05 18:56:02 18:55:56 19:12:13 19:12:18 19:12:53 19:14:55 19:14:50 19:14:46 19:37:16 19:37:22 19:37:49 19:39:24 19:39:22 19:39:15 20:10:25 20:10:30 20:11:09 20:11:30 20:11:28 20:11:22 20:36:28 20:36:33 20:37:09 20:37:48 20:37:45 20:37:40 20:44:31 20:44:36 20:45:10 20:47:17 20:47:15 20:47:09 21:16:09 21:16:13 21:16:49 21:18:15 21:18:13 21:18:07 22:07:32 22:07:45 22:08:21 22:11:12 22:11:45 22:11:05 23:09:40 23:09:56 23:10:38 23:10:38 23:10:51 23:11:00 23:11:33 23:13:12 23.13:12 23:13:03 23:36:21 23:36:24 23:37:06 23:39:40 23:39:40 23:39:36 33 FREIGHT BNSF NORTH 2 NO TRAIN 92 Y N N 30 22 35 48 33 14 42 37 FREIGHT FREIGHT FREIGHT PASSENGER FREIGHT FREIGHT PASSENGER FREIGHT BNSF SANTA FE BNSF METROLINK BNSF BNSF METROLINK BNSF SOUTH NORTH SOUTH NORTH SOUTH SOUTH NORTH NORTH 3 2 4 2 4 6 2 5 NO TRAIN 53 83 133 4 83 104 4 109 Y Y Y Y Y Y Y Y N N N N N N N N N N N N N N N N 28 46 45 39 48 38 42 42 33 FREIGHT PASSENGER FREIGHT FREIGHT PASSENGER FREIGHT FREIGHT FREIGHT FREIGHT BNSF METROLINK BNSF BNSF AMTRAK BNSF BNSF BNSF BNSF SOUTH NORTH NORTH SOUTH NORTH NORTH NORTH NORTH NORTH 3 4 2 2 2 4 4 5 NO TRAIN 95 4 112 69 9 40 104 106 108 Y Y Y Y Y Y Y Y Y N N N N N N N N N N N N N N N N N N 32 36 FREIGHT FREIGHT BNSF BNSF SOUTH NORTH 4 3 77 94 Y Y N N N N 284 NATIONAL DATA & SURVEYING SERVICES Train Count Project No. 11-6107-003 Location: Center Street Crossing Day: Thursday City: Riverside Date: 10/27/2011 Time Interval From: 12:00 AM To 23:59:59 PM Type of Land use Around Location: Residential/Commercial Number of Tracks at Location: 2 IN INFO 3:37:47 Fire Truck d kc2 0:30:51 0:31:03 0:31:30 27 FREIGHT UNION NORTH 3 94 Y N N 0:33:50 0:33:50 0:33:42 PACIFIC 0:37:10 0:37:20 0:37:54 39 FREIGHT BNSF SOUTH 4 66 Y N N 0:40:43 0:40:43 0:39:52 0:49:03 0:49:13 0:49:20 36 FREIGHT BNSF SOUTH 2 104 Y N N 0:51:36 ARM/BELL still DOWN/ON 0:49:35 Could Not FREIGHT BNSF NORTH Could Not See Could Not See Y N N 0:52:15 0:52:05 0:51:50 See 1:24:50 1:25:00 1:25:10 39 FREIGHT BNSF SOUTH 5 162 Y N N 1:31:16 1:31:16 1:28:50 1:24:50 1.25:00 1:28:50 38 FREIGHT BNSF NORTH 3 146 Y N N 1:31:16 1:31:16 1:31:10 1:32:35 1:32:47 NO TRAIN 1:33:10 1:33:10 1:53:46 2:03:26 1:55:56 2:03:26 2:02:24 2:02:24 34 FREIGHT BNSF NORTH 5 143 Y N N 2:27:00 2:27:10 2:27.45 27 FREIGHT BNSF SOUTH 3 73 5 N N 2:30:14 2:30:14 2:30:01 2:44:40 2:44:45 2:45:05 27 FREIGHT BNSF SOUTH 4 88 Y N N 2:48:00 2:48:00 2:47:43 2:56:02 2:56:16 2:56:30 36 FREIGHT BNSF NORTH 4 92 Y N N 2:58:30 2:58:30 2:58:20 3:07:36 3:07:44 3.08:21 35 FREIGHT BNSF NORTH 4 107 Y N N 3:10:38 3:10:38 3:10:30 3:37:20 3:37:30 3:37:40 30 FREIGHT BNSF NORTH 3 95 Y N N 3:40:47 3:40:47 3:40:38 4:02:33 4:02:38 4:03:19 32 FREIGHT BNSF NORTH 7 60 Y N N 4:05:12 4:05:08 4:05:01 4:07:08 4:07:13 NO TRAIN 4:07:43 4:07:41 4:10:21 4:10:31 4:11:14 38 FREIGHT BNSF NORTH 2 88 Y N N 4:13:10 4:13:06 4:13:01 4:20:41 4:20:45 4:20:59 13 FREIGHT BNSF NORTH 2 10 Y N N 4:22:15 4:22:11 4:22:02 4:22:45 4:22:49 4:23:35 8 FREIGHT BNSF NORTH 2 86 Y Y N 4:30:46 4:30:42 4:30:35 4:39:25 4:39:29 4:40:37 20 FREIGHT BNSF NORTH 4 137 Y N N 4:45:25 4:45:21 4:45:13 4:59:11 4:59:15 4:59:45 50 PASSENGER METROLINK SOUTH 2 4 Y N N 4:59:58 4:59:55 4:59:51 5:16:12 5.16:14 5:16.52 30 FREIGHT BNSF NORTH 4 114 Y N N 5:20:55 5:20:49 - 5:20:43 5:23:17 5:23:21 NO TRAIN 5:33:52 5:28:47 5:32:30 5:32:34 5:33:13 53 PASSENGER AMTRAK SOUTH 2 10 Y N N 5:33:27 5:33:24 5:33:21 5:38:10 5:38:13 5:38:50 41 FREIGHT BNSF NORTH 4 134 Y N N 5:42:15 5:42:12 5:42:05 5:42:59 5:45:30 5:43:03 5:45:27 5:43:34 5:45:21 39 FREIGHT BNSF SOUTH 2 110 Y N N 5:50:00 5:50:03 5:50:42 40 FREIGHT BNSF NORTH 4 116 Y N N 5:52:45 5:52:39 5:52:34 5:53:59 5:54:02 NO TRAIN 5:54:36 5:54:30 6:07:20 6:07:25 6:07:53 47 PASSENGER METROLINK SOUTH 2 4 Y N N 6:08:09 6:08:06 6:08:01 • • 285 • • Number of Tracks at Location: Location: Center Street Crossing City: Riverside Time interval From: 12:00 AM NATIONAL DATA & SURVEYING SERVICES Troin Count Project No. 1I-6107-003 To 23:59:59 PM Type of Land use Around Location: Residential/Commercial 2 Day: Thursday Dote: 10/27/2011 TRAIN INF 3:37:47 Fire Truck 1i Eof GgTEDOWN TIME TIMEOF TRAIN . .= .. SPEED TYPE 9 TRAIN COMPANY ,. s DIRECTION if OF LOCOMOTIVE 1 .#OF CARS THRU TRAIN iioE, , TRAIN STOP DOE $ RAtN 7 BACK-UP 6:14:36 6:14:40 6:15:10 39 FREIGHT BNSF SOUTH 3 5/ 3 N N 6:19:05 6:19:02 6:16:18 6:14:36 6:14:40 6:16:24 35 FREIGHT BNSF NORTH 3 124 3 N N 6:19:05 6:19:02 6:18:58 6:45:10 6:45:15 6:46:05 43 PASSENGER AMTRAK SOUTH 2 9 Y N N 6:46:28 6:46:24 6:46:20 7:26:22 7:26:24 7:26:52 19 FREIGHT BNSF SOUTH 2 90 Y N N 7:29:27 7:29:24 7:29:19 7:41:15 7:41:22 7:41:57 19 FREIGHT BNSF SOUTH 4 136 3 N N 7:45:15 7:45:12 7:45:10 7:51:22 7:51:27 7:51:56 39 FREIGHT BNSF SOUTH 6 111 Y N N 7:54:04 7:54:01 7:53:56 8:24:40 8:24:45 8:25:15 39 FREIGHT BNSF SOUTH 4 114 Y N N 8:27:18 8:27:15 8:27:10 9:34:12 ------:34:12 9:38:21 9:34:16 9:3416---_.._...____. 9:38:18 9:34:52 9:37:10 40 FREIGHT BNSF NORTH 4 123 Y N N 9:51:14 9:51:55 9:51:55 25 FREIGHT BNSF NORTH - 5 105 Y N N 9:55:08 9:55:00 9:55:00 10:07:01 10:07:15 NO TRAIN 10:07:52 10:07:52 1028:50 10:28:55 10:29:05 47 PASSENGER METROLINK NORTH 2 3 Y - N N 10:29:15 10:29:15 10:29:10 10:37:28 10:37:41 10:38:13 20 FREIGHT BNSF SOUTH 5 Could Not See Y N N ARM/BELL still DOWN/ON 10:40:28 10:38:00 39 FREIGHT UNION PACIFIC NORTH 3 - 87 Y N N 10:41:20 10:41:20 10:39:40 11:14:50 11:14:56 11:15:25 40 FREIGHT BNSF NORTH 4 123 Y N N 11:17:46 11:17:46 11:17:37 11:31:37 11:31:50 11:32:13 48 PASSENGER METROLINK SOUTH 2 4 Y N N 11:32:30 11:32:30 11:32:21 11:34:20 11:34:28 - 11:34:57 33 FREIGHT UNION PACIFIC NORTH 4 130 9 N N 11:38:12 11:38:12 11:38:02 11:40:25 11:40:38 NO TRAIN 11:40:58 11:40:59 12:30:50 12:31:03 12:31:42 32 FREIGHT UNION PACIFIC NORTH 4 116 Y N N 12:34:22 12:34:22 12:34:14 12:53:16 12:53:29 12:53:52 36 FREIGHT BNSF SOUTH 3 113 Y N N 12:55:51 12:55:51 12:55:42 13:33:59 13:34:03 13:34:44 28 - FREIGHT UNION PACIFIC NORTH 4 117 9 N N 13:39:44 13:39:44 13:37:45 13:33:59 13:34:03 13:37:58 27 FREIGHT UNION PACIFIC SOUTH 4 71 Y N N 13:39:44 13:39:44 13:39:36 14:26:05 14:26:13 14:26:44 43 FREIGHT BNSF NORTH 4 108 3 N N 14:28:37 14:28:37 14:28:30 14:40:00 14:40:10 14:40:36 22 FREIGHT BNSF SOUTH 4 131 Y N N 14:43:50 14:43:50 14:43:37 14:40:00 14:40:10 14:41:20 FREIGHT BNSF NORTH 3 Y N N 14:43:50 14:43:50 14:43:37 14:56:15 --- --------_-- 14:59:12 14:56:20 ---- 14:59:12 14:56:29 ---- - 14:59:02 27 FREIGHT BNSF NORTH 3 105 3 N N 15:01:26 15:01:36 NO TRAIN 15:02:03 15:02:03 15:41:15 15:41:26 15:41:50 41 FREIGHT BNSF SOUTH 5 Could Not See Y N N ARM/BELL still 15:43:34 DOWN/ON 15:42:20 30 FREIGHT UNION PACIFIC NORTH Could Not See Could Not See Y N N 15:44:461 15:44:46 15:44:39 286 NATIONAL DATA & SURVEYING SERVICES Train Count Project No. 11-6107-003 Location: Center Street Crossing Day: Thursday City: Riverside Date: 10/27/2011 Time Interval From: 12:00 AM To 23:59:59 PM Type of Land use Around Location: Residential/Commercial Number of Tracks at Location: 2 TRAIN INFO EMERGENCY VEHICLES' TIME QUANTITY TIME. QUANTI 3:37:47 Fire Truck TIME OF BELL �'.. .. GATE DOWN TIME TIME OF TRAIN SPEED-' TYPE TRA'tif COMPANY DIRECTION # OF LOCOMOTIVE #OFCARS THR11TRAIN DOES TRAIN STOP DOES TRAIN BACK-UP 16:29:39 16:29:44 16:30:23 UNION 27 FREIGHT SOUTH 3 73 Y N N 16:33:09 16:33:06 16:32:59 PACIFIC 16:41:04 16:41:09 - 16:42:03 16:42:00 NO TRAIN 16:42:09 16:45:11 16:45:46 21 FREIGHT SANTA FE SOUTH 3 29 Y N N 16:48:27 16:48:23 16:48:16 16:58:57 16:59:03 16:59:35 UNION 39 FREIGHT NORTH 2 70 3 N N 17:04:49 17:01:47 17:01:45 PACIFIC 17:02:08 17:02:10 17:03:06 17:03:02 NO TRAIN 17:28:45 17.28:47 17:29:27 48 PASSENGER METROLINK NORTH 2 5 Y N N 17:29:43 17:29:40 17:29:35 17:44:45 17:44:49 17:45:25 22 FREIGHT BNSF SOUTH 2 63 Y N N 17:48:01 17:47:57 17:47:39 17:53:29 ..._ - 17:53:34 .___..__.._ - NO TRAIN 17:54:24 17:54:20 18:11:17 18:11:21 18:11:48 24 FREIGHT BNSF SOUTH 3 62 Y N N 18:14:12 18:14:08 18:13:48 18:11:17 18:11:21 18:13:24 43 PASSENGER METROLINK NORTH 2 4 3 N N 18:14:12 18:14:08 18:13:30 18:18:25 18:18:32 18:20:07 39 FREIGHT BNSF/ SANTA NORTH 5 4=BNSF 80 Y N N 18:22:07 18:22:02 18:21:55 FE 1=SANTA FE 18:28:30 18:28:33 18:29:05 23 FREIGHT BNSF SOUTH 6 66 3 N N 18:31:25 18:31:22 18:30:36 18:33:14 18:33:19 18:34:05 17 FREIGHT BNSF NORTH 4 118 3 N N 18:37:16 18:37:14 18:37:08 18:54:11 18:54:15 18:54:57 45 PASSENGER METROLINK NORTH 2 3 3 N N 18:55:13 18:55:11 18:55:02 19:00:02 19:00:06 19:00:39 41 FREIGHT BNSF SOUTH 8 - 42 Y N N 19:01:42 19:01:39 19:01:33 19:36:56 19:36:59 19:37:43 30 FREIGHT BNSF NORTH 3 142 3 N N 19:40:52 19:40:48 19:40:44 19:56:28 19:56:35 19:57:12 49 PASSENGER AMTRAK NORTH 2 10 3 N N 19:57:34 19:57:31 19:57:28 20:11:05 20:11:09 20:11:38 42 FREIGHT BNSF NORTH 4 101 Y N N 20:13:49 20:13:46 20:13:41 20:15:12 20:15:16 NO TRAIN 20:15:52 20:15:47 20:23:08 20:23:11 20:24:05 22 FREIGHT BNSF NORTH. 2 112 Y N N 20:25:11 20:25:08 20:25:05 20:58:31 20:58:36 20:59:11 36 FREIGHT BNSF NORTH 3 103 Y N N 21:01:59 21:01:55 21:01:49 21:34:57 21:35:01 21:35:36 UNION 38 FREIGHT NORTH 3 109 Y N N 21:38:38 21:38:34 21:38:26 PACIFIC 21:38:53 21:38:56 21:39:23 40 FREIGHT BNSF SOUTH 4 43 Y N N 21:40:22 21:40:16 21:40:03. 21:46:26 - 21:46:31 21:47:30 18 FREIGHT BNSF SOUTH 4 137 Y N N 21:51:34 21:51:32 21:51:26 22:06:00 22:06:07 22:07:39 UNION - - --- -- --- ------------ 34 FREIGHT NORTH 3 93 Y N N 22:09:49 22:09:46 22:09:43 - PACIFIC 23:12:56 23:13:00 23:13:37 38 FREIGHT BNSF SOUTH 4 103 Y N N 23:15:31 23:15:28 23:15:24 23:31:12 23:31:16 23:31:53 UNION 40 FREIGHT NORTH 2 58 Y N N 23:32:32 23:32:27 23:32:23 PACIFIC 23:58:16 23:58:19 23:59:04 UNION 36 FREIGHT NORTH 3 99 3 N N 0:01:15 0:01:13 0:01:07 PACIFIC • • 287 Counts at Avenue 54 (Wednesday and Thursday — October 2011) • • 2/23.12012 InfraConsult 288 • • NATIONAL DATA & SURVEYING SERVICES Train Count Project No. 11-6107-005 Location: Avenue 54 Crossing Doy: Wednesday City: Coachella Date: 10/26/2011 Time Interval From: 12:00:00 AM To 23:59:59 PM Type of Land use Around Location: Industrial Number of Tracks at Location: 2 TIME QUANIIiY�. "IMF... ... TY 0.05:03 0:05:10 0:05:30 UNION 0:07:17 0.07.20 0:07:11 40 FREIGHT PACIFIC SOUTH 2 72 Y N N 0:45:36 0:45:42 0:46:02 UNION 0:47:33 0:47:40 0:47:24 21 FREIGHT PACIFIC SOUTH 4 110 Y N N 1:36:00 1:36:08 1:36:34 UNION 1:38:21 1:38:26 1:38:04 24 FREIGHT PACIFIC SOUTH 3 117 Y N N 2:29:26 2:29:30 2:29:57 UNION 2:31:34 2:31:40 2:31:26 28 FREIGHT PACIFIC SOUTH 3 102 Y N N 3:21:41 3:21:47 3:22:11 UNION 3:24:16 3:24:32 3:24:08 26 FREIGHT PACIFIC NORTH 2 108 Y N N 4:12:58 4:13:00 4:13:25 UNION 4:41:00 4:14:57 4:14:50 36 FREIGHT PACIFIC NORTH 2 79 Y N N 4:39:55 4:39:59 4:40:24 UNION ARM/BELL STILL 4:41:53 27 FREIGHT PACIFIC SOUTH 3 104 Y N N DOWN/ON 4:41:23 Could Not FREIGHT UNION Could Not 4:42:17 4:42:19 4:42:13 See PACIFIC NORTH 1 See Y N N 5:35:44 5:35:48 5:36:21 UNION 5:38:11 5:38:14 5:38:01 29 FREIGHT PACIFIC NORTH 5 53 Y N N 6:13:08 6:13:12 6:13:38 UNION 6:15:21 6:15:22 6:15:14 45 FREIGHT PACIFIC SOUTH 2 79 Y N N 6:38:27 6:38:31 6:38:59 UNION 6:39:42 6:39:42 6:39:36 30 FREIGHT PACIFIC SOUTH 2 30 Y N N 6:42:51 6:42:53 6:43:19 UNION 6:44:58 6:45:04 6:44:49 46 FREIGHT PACIFIC NORTH 4 78 Y N N 6:52:10 6:52:20 6:52:39 UNION 6:53:49 6:53:54 6:53:43 50 FREIGHT PACIFIC SOUTH 2 72 Y N N 7:02:10 7:02:19 7:02:41 UNION 7:04:34 7:04:40 7:04:28 46 FREIGHT PACIFIC SOUTH 4 112 Y N N 7:38:30 7:38:37 7:38:58 UNION 7:40:37 7:40:43 7:40:28 37 FREIGHT PACIFIC NORTH 2 56 Y N N 8:04:55 8:05:03 8:05:16 UNION 8:07:13 8:07:16 8:07:00 45 FREIGHT PACIFIC SOUTH 4 87 Y N N 8:35:23 8:35:31 8:36:00 UNION 8:39:08 8:39:13 8:39:08 25 FREIGHT PACIFIC NORTH 4 107 Y N N 8:59:28 8:59:33 8:59:50 UNION 9:01:12 9:01:17 9:01:04 50 FREIGHT PACIFIC SOUTH 4 76 Y N N 9:37:34 9:37:43 9:38:05 UNION 9:39:33 9:39:36 9:39:23 51 FREIGHT PACIFIC SOUTH 5 85 Y N N * * FREIGHT UNION SOUTH * } *9:55:00 PACIFIC N Y N 10:35:30 10:35:36 10:35:55 UNION 10:37:10 10:37:15 10:37:05 49 FREIGHT PACIFIC NORTH 3 67 Y N N 10:56:24 10:56:30 10:56:55 UNION 10:59:30 10:59:36 10:59:22 25 FREIGHT PACIFIC SOUTH 3 84 Y N N 11:15:44 11:15:50 11:16:11 UNION 11:17:54 11:17:58 11:17:47 47 FREIGHT PACIFIC SOUTH 5 104 Y N N 11:59:40 11:59:46 11:59:53 UNION 12:02:02 12:02:05 12:01:53 55 FREIGHT PACIFIC NORTH 3 53 Y N N 12:13:17 12:13:26 12:13:45 UNION 12:15:15 12:15:21 12:15:08 54 FREIGHT PACIFIC SOUTH 4 110 Y N N 12:23:50 12:23:56 12:24:21 UNION 12:26:39 12:26:45 12:26:34 40 FREIGHT PACIFIC NORTH 4 112 Y N N 290 NATIONAL DATA & SURVEYING SERVICES Train Count Project No. 11-6107-005 Location: Avenue 54 Crossing Day: Wednesday City: Coachella Date: 10/26/2011 Time Interval From: 12:00:00 AM To 23:59:59 PM Type of Land use Around Location: Industrial Number of Tracks at Location: 2 TIME QUANTITY :1M RNJW( BSc qk "� . A.. NORTH .: 5 122 Y N N 13:52:09 13:52:20 13:52:36 33 FREIGHT UNION PACIFIC 13:54:32 13:54:38 13:54:26 14:05:54 14:06:03 14:06:25 27 FREIGHT NORFOLF S SOUTH 5 102 Y N N 14:08:29 14:08:34 14:08:22 14:36:54 14:37:00 14:37:21 34 FREIGHT UNION PACIFIC • NORTH 4 133 Y N N 14:39:13 14:39:19 14:39:08 14:58:00 14:58:09 14:58:23 25 FREIGHT UNION PACIFIC SOUTH 5 100 Y N N 15:00:30 15:00:38 15:00:24 15:41:34 15:41:43 15:42:02 31 FREIGHT UNION PACIFIC NORTH 4 98 Y N N 15:43:48 15:43:53 15:43:42 15:52:33 15:52:41 15:53:00 48 FREIGHT UNION PACIFIC SOUTH 2 96 Y N N 15:54:40 15:54:49 15:54:36 15:56:18 15:56:29 15:56:47 26 FREIGHT UNION PACIFIC NORTH 1 51 Y N N 15:58:25 15:58:29 15:58:17 16:29:36 16:29:44 16:30:01 53 FREIGHT UNION PACIFIC NORTH 4 113 Y N N 16:31:56 16:32:04 16:31:49 16:39:00 16:39:08 16:39:27 53 FREIGHT UNION PACIFIC NORTH 3 86 Y N N 16:40:50 16:40:55 16:40:43 17:42:26 17:42:36 17:42:55 50 FREIGHT UNION PACIFIC NORTH 4 81 Y N N 17:44:07 17:44:13 17:44:01 18:31:06 18:31:12 18:31:20 67 PASSENGER AMTRACK SOUTH 2 14 Y N N 18:31:50 18:31:56 18:31:45 18:48:50 18:49:00 18:49:22 49 FREIGHT UNION PACIFIC NORTH 4 103 Y N N 18:51:12 18:51:19 18:51:06 19:49:42 19:49:50 19:50:10 45 FREIGHT UNION PACIFIC NORTH 3 108 Y N N 19:51:43 19:51:48 19:51:37 20:42:38 20:42:48 20:43:10 28 FREIGHT UNION PACIFIC SOUTH 5 84 Y N N 20:45:00 20:45:07 20:44:53 20:52:14 20:52:24 20:52:41 48 FREIGHT UNION PACIFIC NORTH 3 104 Y N N 20:54:31 20:54:36 20:54:23 21:20:58 21:21:08 21:21:31 46 FREIGHT UNION PACIFIC NORTH 8 67 Y N N 21:22:45 21:22:50 21:22:40 Train going 5 MPH stops 500 ft North of crossing at 9:55:00 and starts again at 10:56:24 • • 291 • • • NATIONAL DATA & SURVEYING SERVICES Train Count Project No. 11-6107-005 Location: Avenue 54 Crossing City: Coachella Time Interval From: 12:00:00 AM To 23:59:59 PM Type of Land use Around Location: Industrial Number of Tracks at Location: 2 Day: Thursday Date: 10/27/2011 EMERGENCY VEHICLES .- - TIME QUANTITY TIME `Sl LL `Sl LL ? DO N TIM£ TIME 3 Ti AIN SPEED TYPE '_ ft M1i CO PANY b1R£CTION OF LQCOMOTIYE OF CARS T T STOP c BASK -UP ? 0:44:31 - 0:44:42 0:45:01 UNION .. 0:46:56 .. 0:47:01 0:46:49 46 FREIGHT PACIFIC SOUTH 5 108 Y N N 1:28:05 1.28:16 1:28:34 UNION 1:29:57 ' 1:30:01 47 1:29:50 FREIGHT PACIFIC NORTH 7 79 Y N N 1:44:59 1:45:06 1:45:25 UNION 1:46:44 1:46:51 1:46:40 42 FREIGHT PACIFIC NORTH 4 73 Y N N 2:03:51 2:03:58 2:04:13 UNION 2:05:25 2:05:31 2:05:17 26 FREIGHT PACIFIC NORTH 3 37 7 N N 2:29:35 2:29:46 2:30:10 UNION 2:31:38 2:31:44 31:44 2:31:30 31 FREIGHT PACIFIC NORTH 4 64 Y N N 3:28:3.0 3:30:40 3:28:40 _ _ __ - 3:30:45 3:28:52 --- - - ------ 3:30:34 46 FREIGHT UNION PACIFIC SOUTH 3 97 Y N N 3:58:10 3:58:20 3:58:39 UNION 4:00:04 4:00:09 4:00:00 43 FREIGHT PACIFIC SOUTH 3 106 7 N N 5:26:49 5:27:00 5:27:02 UNION 5:28:35 5:28:39 5:28:26 47 FREIGHT PACIFIC NORTH 3 86 Y N N 6:32:00 6:32:09 6:32:18 UNION 6:33:28 6:33:32 6:33:24 39 FREIGHT PACIFIC NORTH 4 105 Y N N 6:56:15 6:56:24 6:56:48 UNION 6:58:57 6:59:02 6:58:49 39 FREIGHT PACIFIC SOUTH 3 95 Y N N 7_24:48 7:24:56 7:25:19 UNION 7:26:43 7:26:48 7:26:36 46 FREIGHT PACIFIC SOUTH 2 88 Y N N 8:20:55 8:21:00 8:21:22 UNION 8:222;3:3 4 8:22:40 8:22:28 48 FREIGHT PACIFIC NORTH 4 75 Y N N 8:33:30 ----" 8:3336 8:34:00 UNION 8:35:58 — 8:36:04 — ---- - 8:35:52 50 FREIGHT PACIFIC SOUTH 4 116 Y N N 9:20:20 9:20:30 9:20:51 UNION 9:22:31 9:22:38 9:22:24 49 FREIGHT PACIFIC SOUTH 5 107 7 N N 9:50:05 9:50:12 9:50:30 UNION 9:52:18 9:52:24 48 9:52:12 FREIGHT PACIFIC NORTH 3 76 Y N N 10:04:53 10:05:00 10:05:23 UNION 10:07:12 10:07:19 10:07:05 48 FREIGHT PACIFIC SOUTH 4 114 Y N N 12:05:28 12:05:35 12:05:52 UNION 12:07:15 12:07:21 12:07:09 48 FREIGHT PACIFIC NORTH 3 99 Y N N 12:29:18 — .. 12:29:27 12:29:47 UNION 12:31:34 12:31:39 12:31:26 49 FREIGHT PACIFIC SOUTH 4 112 Y N N 13:11:39 13:11:48 - -- 13:12:11 UNION 3:13: 4 13:13:44 13:13:50 13:5 13:13:39 47 FREIGHT PACIFIC NORTH 3 88 Y N N 13:30:50 13:31:00 13:31:26 UNION 13:47:06 13:47:12 13:46:56 29 FREIGHT PACIFIC NORTH 2 92 7 N N 13:44:30 13:44:39 13:45:00 UNION 13:46:14 13:46:20 13:46:08 47 FREIGHT PACIFIC SOUTH 4 78 Y N N 14:59:08 14:59:17 14:59:42 UNION 15:01:28 15:01:34 15:01:21 38 FREIGHT PACIFIC NORTH 3 98 Y N N 15:01:48 15:01:56 15:02:18 UNION 15:03:37 15:03:42 15:03:30 45 FREIGHT PACIFIC SOUTH 3 87 Y N N 15:23:49 --_- ""-" 15:26:00 15:23:56 15:26:08 15:24:20 15:25:57 48 FREIGHT UNION PACIFIC SOUTH 4 104 Y N N 15:48:57 15:49:05 15:50:07 UNION ARM/BELL STILL 15:52:09 40 FREIGHT PACIFIC SOUTH 4 100 Y N N DOWN/ON 15:50:56 UNION 15:52:32 15:52:39 15:52:29 58 FREIGHT PACIFIC NORTH 4 117 Y N N 292 NATIONAL DATA & SURVEYING SERVICES Train Count Project No. 11-6107-005 Location: Avenue 54 Crossing Day: Thursday City: Coachella Date: 10/27/2011 Time Interval From: 12:00:00 AM To 23:59:59 PM Type of Land use Around Location: Industrial Number of Tracks at Location: 2 16:21:32 UNION PACIFIC 16:21:03 16:21:11 16:23:39 16:32:22 16:23:45 16:23:35 31 FREIGHT TRAIN INFO SOUTH 4 EMERGENCYvEHIC 115 Y N N 16:32:30 16:32:52 16:34:29 16:34:35 16:34:23 46 FREIGHT UNION PACIFIC SOUTH 4 120 Y N N 17:10:51 17:12:11 17:10:58 17:12:17 17:11:15 17:12:07 45 FREIGHT NORFOLK S NORTH 3 42 Y N N 17:21:19 17:23:06 18:25:32 18:27:31 17:21:29 17:23:11 17:21:52 17:23:00 47 FREIGHT UNION PACIFIC NORTH 3 71 Y N N 18:25:42 18:27:37 18:26:01 18:27:26 58 FREIGHT UNION PACIFIC SOUTH 3 98 Y N N 18:34:25 18:34:31 18:34:52 18:36:22 18:36:28 18:36:17 42 FREIGHT UNION PACIFIC SOUTH 5 87 Y N N 20:13:08 20:13:19 20:14:19 20:14:25 21:05:27 21:05:34 21:05:54 21:07:44 22:11:04 21:07:50 21:07:36 18 FREIGHT UNION PACIFIC SOUTH 4 64 Y N N 22:16:55 22:11:15 22:17:01 22:11:35 22:16:48 16 FREIGHT UNION PACIFIC NORTH 3 135 Y N 22:27:22 22:33:27 22:52:51 22:27:33 22:33:35 22:27:52 22:33:22 17 FREIGHT UNION PACIFIC NORTH 5 133 Y N N 22:54:55 22:53:01 22:55:01 22:53:18 22:54:50 46 FREIGHT UNION PACIFIC NORTH 6 108 Y N N 23:07:53 23:08:01 23:08:20 23:10:32 23:10:39 23:10:27 52 FREIGHT UNION PACIFIC SOUTH 4 132 Y N N * Truck arrived just East of tracks at utility box to test Bell and Gate • • 293 AGENDA ITEM 9Q • RIVERSIDE COUNTY TRANSPORTA TION COMMISSION DATE: March 14, 2012 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Aaron Hake, Government Relations Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Federal Surface Transportation Reauthorization Update BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to receive and file an update on federal surface transportation reauthorization. BACKGROUND INFORMATION: • • Over the last several weeks, Congress has made significant strides towards enacting a new multi -year surface transportation authorization bill. With a March 31 deadline looming for the expiration of the nation's current transportation programs and the federal excise tax on gasoline, Washington's attention to transportation infrastructure investment has spiked in recent days. Several key committees moved their pieces of the legislation forward in early February. However, as both the House and Senate versions of the transportation bill neared consideration on their respective floors prior to the President's Day holiday recess, Beltway politics began to cloud the prospects for passage. Despite major differences in the House and Senate versions of the bill and pundits' skepticism about the prospects of a final bill making it to the President's desk, the Commission remains optimistic that the process will continue. Commission staff is encouraged by the progress made thus far by Committee Chairs Barbara Boxer and John Mica in their respective chambers. Staff recommends that the Commission continue a posture that encourages Congress to move all of the pieces of a transportation bill to a Conference Committee as quickly as possible so that negotiations on a final bill can begin in order to avoid further short-term extensions of the nation's transportation program. Here is a brief update of where the bills stand at this time and how the Commission has been engaged on the national stage. Commission staff's oral presentation on this item will contain more up-to-date information as developments in Washington, D.C. evolve quickly. Agenda Item 9Q 294 House of Representatives — H.R. 7 Consideration of the core transportation bill in the House has been delayed by Speaker John Boehner until after the President's Day recess. Speaker Boehner has decided to allow an open rule, allowing Members to offer amendments to the bill. More than 240 amendments have been offered in House Rules Committee, meaning that a lengthy process is ahead to consider all of these policy ideas. The Commission has reviewed all of the amendments and is prepared to advocate in support and opposition to key amendments that impact Commission priorities, as adopted in the Commission's legislative platform. The Commission is also working closely with allied transportation agencies throughout California. The Commission authored an amendment, sponsored by Representatives Ken Ca►vert and Mary Bono Mack, which would eliminate bureaucratic red tape that can delay certain projects by three to six months. Such streamlining policies have long been a priority of the Commission. A copy of the amendment is attached to this staff report. The Commission is grateful to Mr. Calvert and Ms. Bono Mack for bringing this policy item for consideration by the House. First, the amendment must be approved by the House Rules Committee, and then ordered to the House floor for debate and a vote. In general, the House bill contains many favorable provisions that will streamline environmental approvals for projects and increase local control. The bill also includes a robust Transportation Infrastructure Finance and Innovation Act (TIFIA) program, funding for State Infrastructure Banks, and reduces restrictions on tolling and innovative financing. However, the Commission remains concerned about the House's approach to removing public transportation funding from the Highway Trust Fund and reversing three decades of precedent by moving transit to the General Fund and removing long-term funding certainty. Senate — MAP -21 The Senate process continues to be bi-partisan. Senator Boxer and Majority Leader Harry Reid continue to navigate the bill forward. Many amendments are also being offered to the Senate bill; however, more than 80 Senators voted to begin debate on the bill. The Commission is working with the staff of the Senate Environment and Public Works Committee on policy recommendations to Chair Boxer's bill. MAP -21 contains key provisions helpful to the Commission on TIFIA and expanding the amount of formula dollars that get sent to the Commission for projects. MAP - 21 also contains the most robust goods movement program of any proposal at this time; a key priority to the Commission. Senator Boxer's visit to the Magnolia Avenue Grade Separation project in Riverside in January underscores the Senate's emphasis on freight and the need for federal funding for goods movement projects. Agenda Item 9Q • 295 • While MAP -21 revamps our planning processes in many ways, the bill does a number of things that increase flexibility for the Commission and ensures performance and accountability for the federal transportation program. However, there is one provision that is of concern to the Commission that would send some of the Commission's formula funds for congestion mitigation and air quality projects to private construction companies to purchase clean construction equipment. While this provision is well-intentioned, it will have a negative impact on the Commission's ability to fund key projects, create jobs in Riverside County, and reduce congestion. The Commission and allied transportation groups are communicating with Senate staff and other stakeholders on this issue. Attachment: Amendment to the Rules Committee Print of H.R. 7 • • Agenda Item 9Q 296 F:\M 12\CALVER\CALVER_014.XML • AMENDMENT TO THE RULES COMMITTEE PRINT OF H.R. 7 OFFERED BY MR. CALVERT OF CALIFORNIA Page 444, line 24, strike "participation" and insert "comment Page 445, line 1, strike "in the development of the program". • Page 449, after line 21, insert the following: 1 "(6) OTHER CONDITIONS. -If the MPO cer- 2 tifies that a modification described in this paragraph 3 to a project included in the metropolitan TIP will 4 not impact a conformity determination under section 5 176 of the Clean Air Act, action is not required by 6 the Secretary with respect to such modification. 7 Such certification shall be considered to - meet the 8 conformity requirements of the Clean Air Act. A 9 modification described in this paragraph is - 10 "(A) a minor modification to a project de- 1 1 scription or a project limit alteration that does 12 not significantly impact the scope of the 13 project; f:\VHLC\021312\021312.096.xm1 (51838914) February 13, 2012 (10:35 a.m.) 297 F:\M 12\CALVER\CALVER_014.XML 9 1 "(B) an update of the project completion 2 date that will cross into a. new air quality con - 3 fortuity model year; or 4 "(C) a project alteration due to a cost in - 5 crease. 6 "(7) MINOR. MODIFICATIONS. —For projects in - 7 eluded in a transportation project category exempted 8 by the Administrator of the Environmental Protec- 9 tion Agency from the conformity requirements under 10 the Clean Air Act - 11 "(A) such projects within the approved 12 metropolitan TIP may be amended without ac • - 13 tion by the Secretary if such amendment does 14 not significantly alter the scope of the project 15 and does not increase the cost of the project by 16 more than 40 percent or $10,000,000; 17 "(B) such projects- may be added to the 18 Metropolitan TIP without action by the Sec - 19 retary; and 20 "(C) the Secretary shall ensure that the fi- 21 nancial constraint requirements under this sec - 22 tion apply to any metropolitan TIP amended 23 pursuant to this subsection.". Page 449, line 22, strike "(6)" and insert "(8)". f:\VHLC\021312\021312.096.xml (51838914) February 13, 2012 (10:35 a.m.) • 0 298 F:\M12\CALVER\CALVER 014.XML Page 450, line 12, strike "(7)" aI1(1 insert "(9)". x f:\VHLC\021312\021312.096.xml (51838914) February 13, 2012 (10:35 a.m.) 299 • AGENDA ITEM 10 • • RIVERSIDE COUNTY TRANSPORTA TION COMMISS/ON DATE: March 14, 2012 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Michele Cisneros, Accounting and Human Resources Manager Theresia Trevino, Chief Financial Officer THROUGH: Anne Mayer, Executive Director SUBJECT: Proposed Policy Goals and Objectives for Fiscal Year 2012/13 Budget STAFF RECOMMENDATION: This item is for the Commission to approve the proposed Commission Policy Goals and Objectives for the FY 2012/13 Budget. BACKGROUND INFORMATION: The initial step in the budget process is to develop policy goals and objectives for the next fiscal year that are consistent with the Commission's overall strategic direction. Most importantly, the adoption of the Commission Policy Goals and Objectives for the annual fiscal year budget provides an opportunity to match the Commission's spending priorities in a manner that implements the promises made to the citizens of the county of Riverside in both Measure A Expenditure Plans and that fulfills other Commission responsibilities. The Commission's seven long-term policy goals are: • Promote mobility; • Mitigate and address the impact of goods movement; • Encourage economic development; • Ensure improved system efficiencies; • Foster environmental stewardship; • Support transportation choices through intermodalism and accessibility; and • Prioritize public and agency communications. The Commission's Financial and Administrative Policies are also included in the Commission Policy Goals and Objectives for the FY 2012/13 Budget. Attachment: Proposed Commission Policy Goals and Objectives for FY 2012/13 Budget Agenda Item 10 300 • • Commission Policy Goals and Objectives In addition to financial and administration policies, the Commission has seven long-term policy goals: promote mobility, mitigate and address the impact of goods movement, encourage economic development, ensure improved system efficiencies, foster environmental stewardship, support transportation choices through intermodalism and accessibility, and prioritize public and agency communications. For each of these policy goals, the objectives and initiatives that were considered in the framework of the work plan for the FY 2012/13 budget are identified below. While Riverside County grapples with the challenges of a weak real estate market, high unemployment, and a recovering economy, the need for better transportation remains a top public priority. The Commission is poised to address these challenges via the seven policy goals. In moving forward with an aggressive program of projects and services, the Commission will face the challenge of fluctuating Measure A, TUMF, and TDA revenues and uncertainty regarding the availability of federal and state transportation revenues. Due to the long-term nature of many of the Commission's programs, many of the policy goals' objectives and initiatives are ongoing from year to year. Promote Mobility The Commission, in cooperation with local, state, and federal agencies, will strive to create a transportation system that promotes efficient mobility both within the County and region. • Complete projects and programs included in the 1989 Measure A and determine use(s) for any unexpended revenues. • Continue to aggressively pursue completion of the environmental, design, and construction processes on key components of the Western Riverside County Delivery Plan, which includes the SR -91, 1-15, and 1-215 corridor improvement projects. • Continue to develop the toll program consistent with the Western Riverside County Delivery Plan including executing toll program agreements with key regional and state partners namely Caltrans, Orange County Transportation Authority (OCTA), toll operator, city of Corona, California Highway Patrol (CHP), and others. • Develop requests for proposals for SR -91 corridor improvement project design -build contract and pursue funding opportunities via the TIFIA loan program. • Continue the preliminary engineering and environmental clearance for the Mid County Parkway and SR - 79 realignment projects. • Continue to work with state and federal agencies to fund and construct projects programmed in the STIP, Federal Transportation Improvement Program (FTIP), Proposition 1B bond programs, and Measure A program as well as other high priority regional projects. • Maximize obtaining all available transportation funds and strategically program funds to meet funding deadlines and to prevent the lapse and loss of funds. • Maximize the effective application and use of Western County TUMF funds to deliver eligible Commission priority projects. • Work closely with local jurisdictions to implement the TUMF Regional Arterial Program and facilitate the delivery of arterial improvements in Western County. • Actively participate in the SR -91 Advisory Committee to facilitate near and long-term improvements to SR -91, enhance intercounty public transit options, and foster mobility improvements between the two counties. + Advocate streamlining efforts at the state and federal levels that will reduce costs, time, and delays currently associated with project delivery including, but not limited to, timely project reviews and approvals. • Continue to coordinate and provide public access to commuter information via the 1E511 system and focus commuter assistance and 1E511 outreach efforts under one brand. • Continue cooperation with the FTA regarding the Small Starts process to support the initiation of the Perris Valley Line commuter rail service in 2013. 301 • Continue to work with the public transit operators to control costs and increase system efficiencies in order to accommodate fluctuating revenues from local, state and federal sources. • Continue to develop transit service to further promote seamless intracity, intercity, and regional transit connectivity for County residents. Mitigate and Address the Impact of Goods Movement The Commission will work with federal, state, and local governments to facilitate the movement of goods and services to, within, and through the County, recognizing the vital role goods movement mobility plays in the economic health of the County, the State, and the nation. • Seek funding and local agency concurrence to implement the Commission's approved, high -priority railroad grade separation priority list to mitigate the impact of increased goods movement demands on the transportation system. • Encourage Congress to create a federal freight trust fund, or similar program with a dedicated and firewalled revenue structure, in order to treat the nation's multimodal national goods movement network as a system rather than individual projects. • Remain committed to a regional approach regarding goods movement issues in order to maximize funding from state and federal sources to goods movement needs in Southern California. • Continue working with the Ports and regional transportation commissions to develop a funding mechanism for needed projects and mitigation on a regional basis. Encourage Economic Development Transportation decisions will consider the economic benefits derived from any improvement, and, where feasible and practical, will pursue transportation alternatives that enhance or complement economic development. • Commit to seek opportunities related to transportation projects that will create jobs and improve the economic base in the County. • Support local agencies in the design and construction of interchanges that are in proximity to regional economic centers and developments. • Support local projects, consistent with countywide transportation goals, which enhance business development, local employment, and area tourism. Ensure Improved System Efficiencies The Commission will select projects and allocate funds in a manner that will improve safety and reduce congested traffic corridors. Advocate the development and use of advanced technologies for transportation applications that are affordable and practical. • In partnership with SANBAG, refine and enhance the 1E511 system through the deployment of an iPhone and Android App, which will make real-time traffic information, real-time bus and rail transit trip planning information, and rideshare information available to commuters for the purpose of trip planning and reducing congestion. • Assure the effectiveness of transit planning through coordination with the County's eight transit operators, Citizens' Advisory Committee, and annual SRTP process with a goal toward promoting program productivity, efficiency, and effectiveness. • Provide innovative commuter rideshare programs to reduce single occupant vehicle trips and coordinate with other regional rideshare service providers to address intercounty commute trips. • Work with local jurisdictions, Ca!trans, and the CHP to continue efficient delivery of a comprehensive motorist aid system which includes an 1E511 traveler information service, a call box program, and an FSP program, including temporary services in freeway construction zones. • Leverage resources to incorporate park and ride facilities and additional connecting bus service at Metrolink stations that may have available capacity. 302 • • • Continue working with Caltrans to monitor traffic conditions for the purpose of focusing transportation funds on congested corridors and system deficiencies. • Work with Caltrans and regional agencies in developing resources for preservation and maintenance of the highways and regional arterials. Foster Environmental Stewardship The Commission will achieve its mobility goals while promoting environmental stewardship and protecting the area's natural resources and quality of life. • Continue working with the Western Riverside County Regional Conservation Authority (RCA), Caltrans, and state/federal resource agencies to implement the Multi -Species Habitat Conservation Plan (MSHCP). • Work with the SCAG, SCAQMD, sub -regional agencies, and local jurisdictions to implement an RTP and sustainable communities strategy that meets regional air quality goals, conformity guidelines, and SB375 green house reduction targets for the SCAG region. • Support a variety of outreach channels and educational programs that promote the benefits of ridesharing, public and specialized transit, rail, and availability of commuter resources for the purposes of reducing vehicle trips and vehicle miles traveled. • Facilitate private/public use of clean fuels technology. • Continue to develop sustainable and green commuter rail stations and provide upgrades and rehabilitation projects to reduce the environmental impact of the existing stations. Support Transportation Choices through Intermodalism and Accessibility County residents will be served, where economically feasible, through the development of transportation alternatives and travel options that consider the needs of a wide range of citizens. • Work with transit providers and local social service agencies to provide specialized transit service to meet a broad spectrum of socio-economic transit needs of seniors and persons of low income and/or with disabilities. • Leverage commuter assistance and freeway service patrol outreach channels in order to increase the awareness of and foster the use of alternative commuting modes. • Implement the Commission's commuter rail SRTP and SCRRA's plan for commuter rail services with an emphasis on the Perris Valley Line, an extension from Riverside to Perris via Moreno Valley. • Advocate for the provision of Amtrak commuter and/or passenger rail services to the Pass Area and the Coachella Valley. Continue to pursue the goals and objectives as outlined in the Coordinated Public Transit -Human Services Transportation Plan (Coordinated Plan) for Riverside County related to a unified, comprehensive but flexible strategy for transportation service delivery to address transportation gaps and/or barriers focusing on unmet transportation needs of elderly individuals, persons with disabilities, and individuals of limited income. • Enhance security, surveillance, and emergency response capabilities of County transit facilities and roadway infrastructure through proactive planning, interagency coordination, and investment. Prioritize Public and Agency Communications The Commission will provide timely, informative, and accurate information to encourage informed public and agency participation in the Commission's decision -making processes. • Promote a close working relationship with news and civic entities to increase interest and understanding of transportation and related issues. • Enhance the provision of public information through various forms of communication (e.g., website, annual report, monthly newsletter, television, Speakers Bureau, print media, radio, etc.). • Maintain an ongoing effort of informing Riverside County's Congressional and State Legislative delegations regarding County transportation issues. 303 • Develop an effective long-range legislative strategy regarding the reauthorization of the federal transportation bill to ensure that the federal government participates as a full partner in funding Riverside County projects that are of national and regional significance. • Protect and enhance flexibility in the Commission's use of state and federal transportation revenue in addressing regional priorities and needs. • Advocate for sufficient funding for Riverside County transit and transportation projects from various federal and state revenue sources including, but not limited to, annual federal appropriations, economic recovery programs, STIP, and Proposition 1B bond programs. • Seek legislative flexibility for innovative financing and delivery methods. • Maintain ongoing efforts to educate commuters, businesses, and the public regarding the Commission's toll planning efforts and specific project development efforts currently underway. Financial and Administration Policies Financial Planning Policies • Administrative costs, including salaries and benefits, shall be funded by allocations from Measure A, LTF, FSP, SAFE, and TUMF funds. • The Commission shall budget no more than one percent (1%) of Measure A sales tax revenues for administrative salaries and benefits. • Administrative program delivery costs will be budgeted at whatever is reasonable and necessary, but not to exceed four percent (4%) of Measure A sales tax revenues (inclusive of the one -percent salary limitation). The Commission shall budget 100% of the annual required contribution related to the postretirement health care benefits. • The Commission shall utilize unexpended 1989 Measure A funds only for projects and programs included in the 1989 Measure A. Sales tax revenues from the 2009 Measure A shall be expended only for projects and programs included in the 2009 Measure A. • Amounts will be budgeted by fiscal year for multi -year projects, based on best available estimates, with the understanding that, to the extent actuals vary from those estimates and the project is ongoing, adjustments will be made on a continual basis. • The fiscal capital budget should be consistent with the strategic plan and deviations appropriately noted, explained, and justified. • A balanced budget shall be adopted annually with operating and capital expenditures and other financing uses funded by identified revenues and other financing sources as well as available fund balances. Revenue Policies • Sales tax revenue projections will be revised semi-annually to ensure use of current and relevant data. Staff may adjust annual amounts to reflect the most current economic trends. • A strategic application of local funding sources will be used to maximize federal and state funding of projects. • Fiduciary responsibility regarding Western County TUMF revenues shall be exercised, and revenues will be allocated pursuant to Commission direction and the approved 2009 Measure A. Debt Management Policies • Outstanding sales tax revenue bonds shall not exceed $975 million. • The Commission will maintain 2.0x debt ratio coverage on all senior sales tax revenue debt. • Debt issuance will be for major capital projects including engineering, right of way, and construction. Debt secured by Measure A revenues may be used to advance projects included in the 2009 Measure A • • • 304 • • expenditure plan. • Operating requirements, if any, must be paid from current ongoing revenues and may not be financed. • Costs of issuance, including the standard underwriter's discount, will not exceed two percent (2%). • The Commission may enter into interest rate swaps to better manage assets and liabilities and take advantage of market conditions to lower overall costs and reduce interest rate risk. • While it is the intent of the Commission to establish a cash debt reserve for long term bond issuance, surety bonds can be obtained when beneficial to the Commission. • All sales tax revenue debt must mature prior to the termination of 2009 Measure A on June 30, 2039. Expenditure Accountability Policies • Established priorities for planning and programming of capital projects will be reviewed annually with the Commission. • Actual expenditures will be compared to the budget on at least a quarterly basis, and significant deviations will be appropriately noted, explained, and justified. Reserve Policies • The Commission will maintain program reserves in accordance with Measure A and TDA policies and guidelines. • The Commission will establish and maintain a transit operator's reserve of ten percent (10%) for the Coachella Valley and Palo Verde Valley. Additionally, a ten percent (10%) reserve will be established and maintained for each of the Western County transit operators (public bus and commuter rail). Cash Management and Investment Policies • Where possible, the Commission will encourage receipt of funds by wire transfer to its accounts. • Balances in the bank operating account will be maintained at the amount necessary to meet monthly expenditures. • Idle funds will be invested per the Commission's established investment policy emphasizing in order of priority: 1) safety, 2) liquidity, and 3) yield. • Cash disbursements to local jurisdictions and vendors/consultants will be completed in an expeditious and timely manner. Auditing, Accounting, and Financial Reporting Policies • The Commission will maintain its financial software system in order to integrate project accounting needs and improve accounting efficiency. • The Commission will issue a Comprehensive Annual Financial Report (CAFR) in accordance with the GASB Statement 34 financial reporting model. • An audit is to be conducted annually on the Commission's accounting books and records. As long as the Commission has outstanding bonds, an independent accounting firm must conduct the audit. • The Commission is responsible for ensuring that audits of Measure A and TDA funding recipients are completed and reviewed for compliance and other matters in a timely manner. • An internal audit program will be maintained to identify improvements in controls and procedures as well as best practices. Human Resources Management Policies • Commission staffing levels will be consistent with the intent of its enabling legislation, which envisioned a small, but effective staff. • Contract staff and consultants will be used to augment staff efforts as much as possible to support programs or workloads, which do not appear to be of a permanent nature. Information Technology Management Policy • Significant effort will be made to maintain efficient and cost-effective technology infrastructure by continuously upgrading network equipment and software to ensure quality performance, productivity, and connectivity among staff, other agencies, and the public. Network security will continue to be a top priority to maintain the integrity of the Commission's network and information. Linking Commission Policy Goals and Departmental Goals and Objectives The following matrix (Table 19) illustrates the linkage of the Commission's overall policy goals described in this section to the individual departmental goals and objectives included in Section 6. Table 19 — Relationship Between Commission and Departmental Goals bil' mental - Ett p+. tennodalism & Acceislbitity-, cat tt= Management Services Executive Management Administration Legislative Affairs & Communications. Finance Regional Programs Planning and Programming Rail Maintenance and Operations Public and Specialized Transitr Commuter Assistance Motorist Assistance Capital Project Development & Delivery • • • 306 Budget Policy G oals and Objectives Fiscal Year 2012/13 Commission Policy Goals System Ir v lir ir Efficiencies Economic Environmental Development Stewardship AO NOP Goods Movemen jai Mobility IMO ommunications Projects & Programs Funding Multimodal • Complete 1989 Measure A pr ojects •Co mplete environmental, design, and c onstructi on phases for 2009 Measure A projec •Continue development of toll program •Develo p RFP for 91 Project design -build contract and pursue TIFIA credit program •Advocate streamlining efforts regarding project deli very •Co ntinue cooperation with FTA on Perris Valley Line • Wo rk with other agencies to fund and construct projects, including TUMF •Maximize available funding and prevent loss of funds •Co ordinate public access to commuter information and focus outreach efforts under one brand • Work with transit operators to manage operations with fluctuating r evenues •Develop transit service vision for seamless connectiv ity spafoad ieuoi2aa ao1 uasiuetpa 2uipun} down o� sapuaSe ylinn >aoM >aonnlau uaalsAs aol punk Isn.n leaapal aeanoDua o� saaulaed >aoM 2unpunj azivaixeua ol luauaanow spoof uo peoadde leuo!2aa o� pallivauao3 uieuaal suoileaedas apea2 Amioiad ao} 2uipunj Baas IuawanoV%J spoo9 • Advocate for advanced technologies for transportation applications • Refine and enhance 1E511 system through deployment of mobile Apps''. • Provide innovative rideshare programs • Work with agencies to deliver comprehensive motorist aid system • Use resources to incorporate park and ride facilities and connecting bus services at Metrolink stations • Assure effective transit planning through coordination with other agencies • Work with Caltrans to monitor traffic conditions Develop resources with Caltrans and other agencies to preserve and maintain highways and arterials. Implementation • Work with loca state and federal agencies on MSHCP implementation • Work with agencie on RTP and SCS to meet air quality goals, conformity guidelines, and SB375 reduction targets Environmental Stewardshi "Green" Facilitate use of clean fuels technology Develop sustainable and green commuter rail stations Programs • Support programs that promote multimodal services to reduce trips and miles traveled aanpnal.seJJu! pue sa!1!I!aeJ l!sueal aoJ asuodsaa ADuaaaauaa pue aauell!anans 'Awnaas aaueyui ��a}eats saa!naas uogeao dsuen alq!xai� pue an !suayaadwoa Jo). san!paFgo pue sleo2 ueld paleulpaoop ansand ,Sallee ellayaeop aqi. u! saalnaas Ilea aauassed aleaonpv Cii] led waisAs Ilea aainuau ao a Jo uo !suedxa luauaalduai sapow 2upnuauaoa j.o ssauaaeMe aseaaau! yaeaajno dsd pue aauelslsse aai .nuauaoa aeaanai saainaas j!sueal paz!Ie!aads ap!n oad sapuaae yp!M )poM Amcipsappv wsijepowiaui L L L L stiojja luauado ian ap pafoad D! pads pue 2uiuueid pafo ad iio l an stio a peamo uieluiew spoq aw Maan!lap pue Supueuij an fenouu! aoj. Amgixall angeIsOaI Naas Su!punJ awls pue ieaapaj Iua!D!JJns AN aleponpe pue sa!Saleils angeIs!2aI doianaa L spaau ieuo!Saa Joj spunj leaapaJ pue alels jo asn Li! A4! !gixaij apuequa pue pa:oad suopeSaIap angeIs!2aI jeaapal pue ales uaaNuI L L spoynaw Aaan!Iap uogeuJoJu! Dqgnd apuequ3 samlua 3!np pue smau t1 !M sdigsuogelaa Suppom a4owoad 313d SUO!eD!UflwwOD luawa eueW nolouqpal uop. ewJO4u, . luawa0eueW saDanosad uewnH . uop.e.a.s!u!Wpd 2u!uueId IePueuid . .uaWa eue, lqao . .uawaeue j luawlsanu I pue gsej . @Dueuid 2u!Liodad I PueuH pue TuilunoJDv 'Ou wpnd . sanaasad . Almcielunonv a.ml!puadx] . anuanad . 2u! .0 noJDV 313 d sapHod anieJ4siuiwpv 8 lepueuH Development of Budget Departmental budgets, including linkage to Commission policy goals April 23—B&I review of executive summary Compilation and review of budgets May 9 —Commission opens public hearing and review of executive summary Final Budget June 7 —Commission closes public hearing and adopts budget • AGENDA ITEM 11 • • RIVERSIDE COUNTY TRANSPORTA TION COMMISSION DATE: March 14, 2012 • TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Theresia Trevino, Chief Financial Officer THROUGH: Anne Mayer, Executive Director SUBJECT: Commercial Paper Program Standby Letter of Credit BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Adopt Resolution No. 12-009, "Resolution of the Riverside County Transportation Commission Ratifying and Confirming Prior Authorization Relating to Its Commercial Paper Notes, Including the Execution and Delivery of Substitute Credit Agreements and Related Documents, and Supplement to Offering Memorandum and the Taking of All Other Actions Necessary in Connection Therewith"; 2) Ratify the draft Reimbursement Agreement by and between the Commission and Bank of Tokyo -Mitsubishi UFJ, Ltd. (Bank of Tokyo), relating to the Commission's Commercial Paper Notes, Series A and authorization for the Executive Director and/or other authorized representative to approve and execute the final Reimbursement Agreement; 3) Ratify the draft Fee Agreement between the Commission and Bank of Tokyo relating to the Commission's Commercial Paper Notes, Series A and authorization for the Executive Director and/or other authorized representative to approve and execute the final Fee Agreement; 4) Ratify the draft Reimbursement Agreement by and between the Commission and Union Bank, N.A. (Union Bank), relating to the Commission's Commercial Paper Notes, Series B and authorization for the Executive Director and/or other authorized representative to approve and execute the final Reimbursement Agreement; 5) Ratify the draft Fee Agreement between the Commission and Union Bank relating to the Commission's Commercial Paper Notes, Series B, and authorization for the Executive Director and/or other authorized representative to approve and execute the final Fee Agreement; 6) Ratify any necessary or desirable amendments to the commercial paper dealer agreements between the Commission and Barclays Capital Inc. (Barclays) and between the Commission and Bank of America Merrill Lynch (BAML); Agenda Item 11 307 7) Approve the draft supplement to the offering memorandum for the issuance of $120 million in Commercial Paper Notes, Series A and Series B and authorize the Executive Director and/or other authorized representative to approve distribution of the supplement to the offering memorandum by Barclays and BAML; and 8) Approve the estimated costs related to the amendment of the letter of credit and authorize the Executive Director to execute related professional service agreements, as required. BACKGROUND INFORMATION: In February 2005, the Commission authorized a $200 million commercial paper program to advance right of way acquisition, environmental mitigation, and project development related to the 2009 Measure A. The commercial paper program was established in March 2005 in the amount of $185 million. A five-year, $190 million direct pay letter of credit with Bank of America was obtained as a liquidity facility for the commercial paper program; it functions as security for investors in the Commission's commercial paper notes if the Commission were unable to refinance the notes at maturity. The initial letter of credit expired on March 29, 2010. As a result of Commission action in February 2010, the letter of credit with Bank of America was extended to March 29, 2012 and the commercial paper program was reduced to $120 million. Additionally in March 2005, the Commission entered into agreements with Barclays, as assigned by Lehman Brothers, and BAML, formerly Banc of America Securities LLC, to serve as the commercial paper dealers for the $110 million Series A and $75 million Series B, respectively. Due to the reduction in commercial paper program in 2010, the dealer agreements were also amended to reflect $75 million for Barclays and $45 million for BAML. Staff determined that the commercial paper program should be maintained at $120 million for at least a few more years, as the Commission continues the financing activities necessary for the State Route 91 Corridor Improvement Project (SR -91 CIP) design -build phase. Short-term financing may be required during the next few years in anticipation of the issuance of sales tax revenue bonds and toll revenue bonds and receipt of proceeds of a Transportation Infrastructure Finance and Innovation Act loan in connection with the SR -91 CIP. An additional factor in continuing the commercial paper program is that the cost for the letter(s) of credit has decreased significantly since 2010. At the 2010 extension, the cost for the extended letter of credit commitment was 105 basis points, or 1.05%. The cost of the commitments involved in the current transaction is 50 percent lower than the 2010 extension cost. Agenda Item 11 • 308 • • In December 2011, the Commission's financial advisors, Fieldman Rolapp and Associates (Fieldman), conducted a request for indications of interest and availability for a letter of credit to support the commercial paper program. It was anticipated that the Commission would require one or more letters of credit with a total stated amount of $120 million plus interest as a means of diversification. The request was distributed to seven banks that met the Commission's criteria. Two responses were received from Bank of America and Union Bank; both banks proposed to support the full program at $120 million at rates of 35 basis points and 48 basis points, respectively. Other banks did not submit a proposal because banks focused more on providing competitive proposals for customers with which they have existing relationships. After an evaluation of the responses and negotiations with the two banks, staff initially planned to recommend that the Commission extend the letter of credit with Bank of America and obtain a letter of credit with Union Bank through September 30, 2014 at the stated amount for each of $60 million plus interest. However, at the end of February the financial team became aware of a Moody's Investors Service report that puts Bank of America on a review for downgrade within the next couple of months. Should a downgrade of Bank of America occur, it would also affect the Commission's commercial paper ratings and potentially the rollover of the commercial paper notes —in particular, the interest rate. After significant consultation among the financial team members and discussions with Bank of America and Union Bank, management determined that it was in the Commission's best interest to revise its recommendation as follows: • Obtain a letter of credit with Union Bank through September 30, 2014 at the stated amount of $60 million plus approximately $750,000 in interest at a fee of 48 basis points; and • Continue consideration of obtaining a second letter of credit with another qualified bank. Subsequent to the February 27 Budget and Implementation Committee meeting, Fieldman followed up with Union Bank regarding supporting the $120 million commercial paper program instead of the $60 million. Union Bank declined to support the full program due to the intervening events like the impending bankruptcy of the city of Stockton coupled with the subordinate nature of the pledge of payment on the reimbursement agreement. As a result of these events, Union Bank wanted to limit its exposure to a single issuer. Some of the banks included in the initial request for indications of interest as well as other qualified banks were also contacted. Following the evaluation of the two new proposals that were obtained (from two of the original seven banks solicited) through these recent efforts, staff in consultation with Fieldman recommends ratification of the proposal received from Bank of Tokyo to provide a letter of credit Agenda Item 11 309 through September 30, 2014 at the stated amount of $60 million plus approximately $750,000 in interest. The initial cost of the Bank of Tokyo proposal was 55 basis points; however, a slightly lower fee of 52.5 basis points was negotiated. Each bank requires a "most favored nations" clause in its credit agreement. This means that if the Commission offers another bank more desirable terms (from the bank's point of view), the other bank may also receive those terms. This clause directly affects Union Bank's rate because of the higher rate negotiated with Bank of Tokyo. Therefore, staff recommends ratification of each of the letters of credit provided by Union Bank and Bank of Tokyo at a cost of 52.5 basis points. A key factor in the increase of the cost for the letter of credit is the subordinate lien position of the commercial paper program and the potential bankruptcy of the city of Stockton. Fieldman has indicated to us that the resulting terms are consistent with those currently being obtained by other highly rated entities procuring letters of credit. In connection with the new letters of credit with Union Bank and Bank of Tokyo, a supplement to the initial offering memorandum will be required to describe the new letters of credit and information about Union Bank and Bank of Tokyo. As noted in previous debt issuances, the Commissioners serving on the Board as the governing body of the issuer are expected to read and be familiar with the Offering Memorandum (related to commercial paper notes) or Official Statement (related to sales tax revenue bonds). The Commissioners may employ the services of experts to take the lead in the drafting and review of such offering document; however, the Commissioners have the duty to review the information and bring to the attention of those responsible for the preparation of the offering document any misstatements or omissions in the draft and to ask questions it is unclear about the information or their role. For issues of commercial paper notes secured by letter of credit, the Commissioners may rely on the professional advice of experts as to the disclosure regarding the banks, and investors are told on the cover page to make their investment decisions solely on the basis of the credit worthiness of the banks. Accordingly, the Commissioner's responsibility for information in the Supplement is very limited. Staff will be available at the Commission meeting to respond to the identification of any misstatements or omissions or to such questions related to the draft of the supplement to the offering memorandum, which is included with this staff report. The estimated costs for professional services related to the amendment of the letter credit are $300,000. The costs primarily include fees for the financial advisor, bond counsel, bank counsel, disclosure counsel, dealer counsel, general counsel, and rating agencies. Amendments to certain professional services agreements will be required in connection with this amendment. When the commercial paper was initially established, the Commission approved Resolution No. 05-001 which included authorization for the Authorized Agenda Item 11 • • 310 • • Representatives (i.e., the Executive Director and/or the Chief Financial Officer, as defined in the master indenture for the commercial paper program) to take any action necessary for the amendment of documents without further authorization by the Commission. Although Commission approval of the agreements is not required, staff requests their ratification. On behalf of the Commission, Fieldman and bond counsel have been negotiating the terms of the agreements with Union Bank and Bank of Tokyo, and the draft agreements with Union Bank and Bank of Tokyo are included with this staff report. Additionally, staff recommends that the Commission adopt Resolution No. 12-009 and approve the draft supplement to the offering memorandum (both of which are included with this staff report) and estimated professional services costs. Staff, the financial advisors, and bond and general legal counsels will continue to review the draft documents and finalize the terms of the agreements. Financial Information In Fiscal Year Budget: Yes N/A Year: FY 2011/12 FY 2012/13+ Amount: $ 459,500 $ 1,435, 500 Source of Funds: Measure A Budget Adjustment: No N/A GL/Project Accounting No.: 264 19 65XXX $ 300,000 (professional services) 264 19 65505 $1,595,000 (letter of credit bank fees) Fiscal Procedures Approved: \✓Z 4,az„ Date: 03/07/12 Attachments: 1) Resolution No. 12-009 2) Draft Reimbursement Agreement (Bank of Tokyo) 3) Draft Fee Agreement (Bank of Tokyo) 4) Draft Reimbursement Agreement (Union Bank) 5) Draft Fee Agreement (Union Bank) 6) Draft Supplement to the Offering Memorandum Agenda Item 11 311 AGENDA ITEM 11 REVISION TO ATTACHMENT 1 Additions are noted by Bold Italics, Deletions are noted by Strikcthrough ATTACHMENT 1 NO. 12-009 RESOLUTION OF THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION RATIFYING AND CONFIRMING PRIOR AUTHORIZATION RELATING TO ITS COMMERCIAL PAPER NOTES, INCLUDING THE EXECUTION AND DELIVERY OF SUBSTITUTE CREDIT AGREEMENTS AND RELATED DOCUMENTS, AND SUPPLEMENTS TO OFFERING MEMORANDUM AND THE TAKING OF ALL OTHER ACTIONS NECESSARY IN CONNECTION THEREWITH WHEREAS, the Riverside County Transportation Commission (the "Commission") is a county transportation commission duly organized and existing pursuant to the County Transportation Commissions Act, being Division 12 of the Public Utilities Code of the State of California (Section 130000 et seq.); WHEREAS, the Commission is authorized pursuant to the Riverside County Transportation Sales Tax Act, being Division 25 of the Public Utilities Code of the State of California (Section 240000 et seq.) (the "Act"), to, among other things, and with voter approval, levy a retail transactions and use tax in accordance with the provisions of Part 1.6 (commencing with Section 7251) of Division 2 of the California Revenue and Taxation Code (the "Sales Tax Law"); WHEREAS, the Commission adopted Ordinance No. 02-001, named the "Transportation Expenditure Plan and Retail Transaction and Use Tax Ordinance" (as it has been subsequently amended, the "Ordinance") on May 8, 2002, pursuant to the provisions of the Act, which Ordinance provides for the imposition of a retail transactions and use tax (the "Sales Tax") applicable in the incorporated and unincorporated territory of the County in accordance with the provisions of the Sales Tax Law at the rate of one-half of one percent (1/2%) for a period not to exceed thirty (30) years from June 30, 2009; WHEREAS, by its terms, the Ordinance became effective at the close of the polls on November 5, 2002, the day of the election at which the proposition imposing the Sales Tax was approved by more than two-thirds of the electors voting on the measure; WHEREAS, the Commission is authorized by the Ordinance and the Act to issue from time to time limited tax bonds secured and payable in whole or in part from revenues of the Sales Tax, to finance capital expenditures for various purposes, including to carry out the transportation projects described in the Riverside County Transportation Improvement Plan, adopted as part of the Ordinance, including any amendments thereto; WHEREAS, the Commission has heretofore authorized the issuance of not to exceed $120,000,000 in aggregate principal amount of its Commercial Paper Notes (Limited Tax Bonds), Series A (the "Series A Notes") and its Commercial Paper Notes (Limited Tax Bonds), Series B (the "Series B Notes" and, together with the Series A Notes, the "CP Notes"), pursuant to an Indenture dated as of March 1, 2005 (the "Indenture"), by and between the Commission and U.S. Bank National Association, as successor trustee; OHSUSA: 750005829.8 WHEREAS, the Notes are authenticated and delivered from time to time pursuant to an Issuing and Paying Agent Agreement, dated as of March 1, 2005 (the "Issuing and Paying Agent Agreement"), between the Commission and U.S. Bank Trust National Association, as issuing and paying agent (the "Issuing and Paying Agent"); WHEREAS, the Series A Notes are offered and sold from time to time by Barclays Capital, Inc. ("Barclays"), pursuant to a Commercial Paper Dealer Agreement, dated March 1, 2005, as it has been amended by a First Amendment to Commercial Paper Dealer Agreement, dated as of June 1, 2007, and a Second Amendment to Commercial Paper Dealer Agreement, dated as of February 25, 2010 (collectively, the "Series A Dealer Agreement"), each by and between the Commission and Barclays, as successor in interest to Lehman Brothers (the "Series A Dealer"); WHEREAS, the Series B Notes are offered and sold from time to time by Merrill Lynch, Pierce, Fenner & Smith Inc. ("Merrill" and, together with Barclays, the "Dealers"), pursuant to a Commercial Paper Dealer Agreement, dated March 1, 2005, as it has been amended by a First Amendment to Commercial Paper Dealer Agreement, dated as of June 1, 2007, and a Second Amendment to Commercial Paper Dealer Agreement, dated as of February 25, 2010 (collectively, the "Series B Dealer Agreement" and, together with the Series A Dealer Agreement, the "Dealer Agreements"), each by and between the Commission and Merrill, as successor in interest to Banc of America Securities LLC (the "Series B Dealer" and, together with the Series A Dealer, the "Dealers"); WHEREAS, pursuant to the terms of a Reimbursement Agreement, dated as of March 1, 2005, as it has been amended by an Amendment No. 1 to Reimbursement Agreement, dated as of February 25, 2010 (collectively, the "Existing Credit Agreement"), each by and between the Commission and Bank of America, N.A. ("Bank of America"), Bank of America issued an Irrevocable Direct Draw Letter of Credit on March 30, 2005 (as extended pursuant to that certain Notice of Extension, dated as of February 25, 2010, the "Existing Letter of Credit") in favor of the Issuing and Paying Agent, which Existing Letter of Credit currently provides credit and liquidity support for the issuance, from time to time, of the CP Notes; WHEREAS, in order to provide information about the CP Notes and related matters to purchasers and potential purchasers of the CP Notes, the Commission executed and delivered an Offering Memorandum, dated March 22, 2005, and a Supplement Dated February 26, 2010 to Offering Memorandum Dated March 22, 2005 (collectively, the "Offering Memorandum"); WHEREAS, the Existing Letter of Credit is scheduled to expire pursuant to its terms on March 29, 2012; WHEREAS, it is in the best interests of the Commission, to replace the Existing Letter of Credit providing credit and liquidity support for the CP Notes; WHEREAS, the Commission has previously authorized, pursuant to its Resolution No. 05-001 and its Resolution No. 10-006 (together, the "Prior Resolutions"), that all consents, approvals, directions, notices, orders, requests and other actions required or permitted by any of the documents authorized in such Prior Resolutions, including the Indenture, the Issuing and OHSUSA:750005829.8 -2- Paying Agent Agreement, the Dealer Agreements, the Offering Memorandum and the Existing Credit Agreement including, without limitation, actions which may be necessary or desirable in connection with any amendment of any such documents, the extension or replacement of the Existing Credit Agreement and the Existing Letter of Credit, the removal or replacement of the Trustee or any of the Dealers or any similar action may be given or taken by an Authorized Representative (as such term is defined in the Indenture), without further authorization or direction by this Board, and the Commission has further authorized and directed each Authorized Representative to give any such approval, consent, direction, notice, order, or request and to take any such action which such Authorized Representative may deem necessary or desirable to further the purposes of such Prior Resolutions (collectively, the "Prior Authorization"); WHEREAS it is proposed that credit and liquidity support will be provided for the issuance, from time to time, of the Series A Notes pursuant to a reimbursement agreement and related fee agreement (collectively, the "Bank of Tokyo Credit Agreement"), proposed to be entered into between the Commission and Bank of Tokyo -Mitsubishi UFJ, Ltd. ("Bank of Tokyo"), providing for the issuance of an Irrevocable Direct Draw Letter of Credit (the "Bank of Tokyo Letter of Credit") by Bank of Tokyo in favor of the Issuing and Paying Agent, in substitution for the Existing Credit Agreement and Existing Letter of Credit with respect to the Series A Notes; WHEREAS it is proposed that credit and liquidity support will be provided for the issuance, from time to time, of the Series B Notes pursuant to a reimbursement agreement and related fee agreement (collectively, the "Union Bank Credit Agreement"), proposed to be entered into between the Commission and Union Bank, N.A. ("Union Bank"), providing for the issuance of an Irrevocable Direct Draw Letter of Credit (the "Union Bank Letter of Credit") by Union Bank in favor of the Issuing and Paying Agent, in substitution for the Existing Credit Agreement and Existing Letter of Credit with respect to the Series B Notes; WHEREAS, the Commission has been presented with proposed forms of Bank of Tokyo Credit Agreement, Bank of Tokyo Letter of Credit, Union Bank Credit Agreement, and Union Bank Letter of Credit; WHEREAS, there has been prepared and presented to the Commission a proposed form of Supplement to Offering Memorandum (the "Supplement") describing the extension of the Stated Expiration Date and the substitution of the Bank of Tokyo Credit Agreement and the Bank of Tokyo Letter of Credit and the Union Bank Credit Agreement and Union Bank Letter of Credit for the Existing Credit Agreement and Existing Letter of Credit, and related matters; WHEREAS, in connection with the replacement of the Existing Credit Agreement and Existing Letter of Credit with respect to the Series A Notes and the replacement of the Existing Credit Agreement and Existing Letter of Credit with respect to the Series B Notes, it may be necessary and desirable to amend and supplement certain provisions of the Indenture, the Issuing and Paying Agent Agreement and the Dealer Agreements in order to reflect certain terms of the Bank of Tokyo Credit Agreement and the Bank of Tokyo Letter of Credit and the Union Bank Credit Agreement and the Union Bank Letter of Credit and any other replacements of the credit agreements with respect to the CP Notes; OHSUSA: 750005829.8 -3- WHEREAS, the Commission wishes to ratify, confirm, continue and extend its Prior Authorization, for an Authorized Representative to execute and deliver documents necessary to amend or replace the credit agreements securing the CP Notes, the Bank of Tokyo Credit Agreement, the Union Bank Credit Agreement the Supplement and any replacements, amendments or supplements thereto or to the Existing Credit Agreement, the Indenture, Issuing and Paying Agent Agreement and the Dealer Agreements (collectively, the "CP Documents"), as such Authorized Representative deems necessary or desirable in connection with the CP Notes, all in furtherance of the purposes set forth in the Prior Resolutions and the transactions contemplated thereby; WHEREAS, all acts, conditions and things required by the Act, the Sales Tax Law and the Constitution and laws of the State of California to exist, to have happened and to have been performed precedent to and in connection with the ratification, confirmation continuing of the Prior Authorization and the substitution of the Bank of Tokyo Letter of Credit with respect to the Series A Notes and the Union Bank Letter of Credit with respect to the Series B Notes do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the Commission is now duly authorized and empowered, pursuant to each and every requirement of law, to ratify and confirm its authorization of such substitution of the Bank of Tokyo Letter of Credit for the Series A Notes and the Union Bank Letter of Credit for the Series B Notes, and to acknowledge and confirm its authorization of the execution of documents to replace the Existing Letter of Credit, the Bank of Tokyo Credit Agreement, the Union Bank Credit Agreement, the Supplement and any amendments or supplements to the CP Documents, including future amendments thereof or substitutions therefor, deemed necessary or desirable by an Authorized Representative; NOW THEREFORE, THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION RESOLVES: Section 1. and correct. Section 2. The Commission ratifies, confirms, continues and extends its Prior Authorization, and acknowledges and confirms that an Authorized Representative is authorized and directed to execute and deliver the Bank of Tokyo Credit Agreement pursuant to which the Bank of Tokyo Letter of Credit will be issued, the Union Bank Credit Agreement pursuant to which the Union Bank Letter of Credit will be issued, and the Supplement, each in substantially the forms presented to this meeting, with such changes therein as the officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof, and any replacements, amendments or supplements to any of the CP Documents and agreements or documents relating thereto, and any future replacements, amendments or supplements to any such documents, as such Authorized Representative deems necessary or desirable in connection with the maintenance of the CP Notes and the transactions contemplated thereby. The maximum rate of interest accruing on any obligation of the Commission pursuant to the terms of the Bank of Tokyo Credit Agreement and the Bank of Tokyo Letter of Credit and the Union Bank Credit Agreement and the Union Bank Letter of Credit shall not exceed eighteen percent (18%) per annum. The Dealers are hereby authorized to distribute the Offering Memorandum, together with the Supplement, in the form so executed by an Authorized The Commission finds and determines that the foregoing recitals are true OHSUSA: 750005829.8 -4- Representative, if the Authorized Representative determines such distribution is appropriate for the sale of the CP Notes. Section 3. All actions heretofore taken by the officers and agents of the Commission with respect to the expiration of the Existing Letter of Credit and the substitution of the Bank of Tokyo Letter of Credit and the Union Bank Letter of Credit, and such other actions as have been or shall be necessary in connection therewith, are hereby ratified, confirmed and approved. The Commission hereby confirms that if, at the time of execution of any of the documents authorized hereby, the Executive Director is unavailable, such documents may be executed by the Deputy Executive Director of the Commission or the Chief Financial Officer in lieu of the Executive Director. The Commission further confirms that the Clerk of the Board of the Commission is authorized to attest to the execution by the Executive Director or the Deputy Executive Director or the Chief Financial Officer of any of such documents as said officers deem appropriate. Section 4. This Resolution shall take effect immediately upon its adoption and approval. APPROVED AND ADOPTED by the Riverside County Transportation Commission at its meeting on March 14, 2012. By: Chair, Board of Commissioners ATTEST: By: Clerk of the Board of the Commission OHSUSA: 750005829.8 -5- CERTIFICATE OF THE CLERK OF THE BOARD OF THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION I, Jennifer Harmon, Clerk of the Board of the Riverside County Transportation Commission (the "Commission"), hereby certify that the foregoing is a full, true and correct copy of a resolution duly adopted at a meeting of the governing board of said Commission duly and regularly held in Riverside, California, on March 14, 2012, of which meeting all of the members of said Commission had due notice. I further certify that I have carefully compared the foregoing copy with the original minutes of said meeting on file and of record in my office; that said copy is a full, true and correct copy of the original resolution adopted at said meeting and entered in said minutes; and that said resolution has not been amended, modified, rescinded or revoked in any manner since the date of its adoption, and the same is now in full force and effect. I further certify that an agenda of said meeting was posted at least 72 hours before said meeting at a location in Riverside, California, freely accessible to the public and a brief general description of the resolution to be adopted at said meeting appeared on said agenda. IN WITNESS WHEREOF, I have executed this certificate hereto as of this date, , 2012. By Clerk OHSUSA: 750005829.8 -6- ATTACHMENT 1 • NO. 12-009 RESOLUTION OF THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION RATIFYING AND CONFIRMING PRIOR AUTHORIZATION RELATING TO ITS COMMERCIAL PAPER NOTES, INCLUDING THE EXECUTION AND DELIVERY OF SUBSTITUTE CREDIT AGREEMENTS AND RELATED DOCUMENTS, AND SUPPLEMENTS TO OFFERING MEMORANDUM AND THE TAKING OF ALL OTHER ACTIONS NECESSARY IN CONNECTION THEREWITH WHEREAS, the Riverside County Transportation Commission (the "Commission") is a county transportation commission duly organized and existing pursuant to the County Transportation Commissions Act, being Division 12 of the Public Utilities Code of the State of California (Section 130000 et seq.); WHEREAS, the Commission is authorized pursuant to the Riverside County Transportation Sales Tax Act, being Division 25 of the Public Utilities Code of the State of California (Section 240000 et seq.) (the "Act"), to, among other things, and with voter approval, levy a retail transactions and use tax in accordance with the provisions of Part 1.6 (commencing with Section 7251) of Division 2 of the California Revenue and Taxation Code (the "Sales Tax Law"); WHEREAS, the Commission adopted Ordinance No. 02-001, named the "Transportation Expenditure Plan and Retail Transaction and Use Tax Ordinance" (as it has been subsequently amended, the "Ordinance") on May 8, 2002, pursuant to the provisions of the Act, which Ordinance provides for the imposition of a retail transactions and use tax (the "Sales Tax") applicable in the incorporated and unincorporated territory of the County in accordance with the provisions of the Sales Tax Law at the rate of one-half of one percent (1/2%) for a period not to exceed thirty (30) years from June 30, 2009; WHEREAS, by its terms, the Ordinance became effective at the close of the polls on November 5, 2002, the day of the election at which the proposition imposing the Sales Tax was approved by more than two-thirds of the electors voting on the measure; WHEREAS, the Commission is authorized by the Ordinance and the Act to issue from time to time limited tax secured and payable in whole or in part from revenues of the Sales Tax, to finance capital expenditures for various purposes, including to carry out the transportation projects described in the Riverside County Transportation Improvement Plan, adopted as part of the Ordinance, including any amendments thereto; WHEREAS, the Commission has heretofore authorized the issuance of not to exceed $120,000,000 in aggregate principal amount of its Commercial Paper Notes (Limited Tax Bonds), Series A (the "Series A Notes") and its Commercial Paper Notes (Limited Tax Bonds), Series B (the "Series B Notes" and, together with the Series A Notes, the "CP Notes"), pursuant to an Indenture dated as of March 1, 2005 (the "Indenture"), by and between the Commission and U.S. Bank National Association, as successor trustee; OHSUSA:750005829.4 312 WHEREAS, the Notes are authenticated and delivered from time to time pursuant to an Issuing and Paying Agent Agreement, dated as of March 1, 2005 (the "Issuing and Paying Agent Agreement"), between the Commission and U.S. Bank Trust National Association, as issuing and paying agent (the "Issuing and Paying Agent"); WHEREAS, the Series A Notes are offered and sold from time to time by Barclays Capital, Inc. ("Barclays"), pursuant to a Commercial Paper Dealer Agreement, dated March 1, 2005, as it has been amended by a First Amendment to Commercial Paper Dealer Agreement, dated as of June 1, 2007, and a Second Amendment to Commercial Paper Dealer Agreement, dated as of February 25, 2010 (collectively, the "Series A Dealer Agreement"), each by and between the Commission and Barclays, as successor in interest to Lehman Brothers (the "Series A Dealer"); WHEREAS, the Series B Notes are offered and sold from time to time by Merrill Lynch, Pierce, Fenner & Smith Inc. ("Merrill" and, together with Barclays, the "Dealers"), pursuant to a Commercial Paper Dealer Agreement, dated March 1, 2005, as it has been amended by a First Amendment to Commercial Paper Dealer Agreement, dated as of June 1, 2007, and a Second Amendment to Commercial Paper Dealer Agreement, dated as of February 25, 2010 (collectively, the "Series B Dealer Agreement" and, together with the Series A Dealer Agreement, the "Dealer Agreements"), each by and between the Commission and Merrill, as successor in interest to Banc of America Securities LLC (the "Series B Dealer" and, together with the Series A Dealer, the "Dealers"); WHEREAS, pursuant to the terms of a Reimbursement Agreement, dated as of March 1, 2005, as it has been amended by an Amendment No. 1 to Reimbursement Agreement, dated as of February 25, 2010 (collectively, the "Existing Credit Agreement"), each by and between the Commission and Bank of America, N.A. ("Bank of America"), Bank of America issued an Irrevocable Direct Draw Letter of Credit on March 30, 2005 (as extended pursuant to that certain Notice of Extension, dated as of February 25, 2010, the "Existing Letter of Credit") in favor of the Issuing and Paying Agent, which Existing Letter of Credit currently provides credit and liquidity support for the issuance, from time to time, of the CP Notes; WHEREAS, in order to provide information about the CP Notes and related matters to purchasers and potential purchasers of the CP Notes, the Commission executed and delivered an Offering Memorandum, dated March 22, 2005, and a Supplement Dated February 26, 2010 to Offering Memorandum Dated March 22, 2005 (collectively, the "Offering Memorandum"); WHEREAS, the Existing Letter of Credit is scheduled to expire pursuant to its terms on March 29, 2012; WHEREAS, it is in the best interests of the Commission, to replace the Existing Letter of Credit providing credit and liquidity support for the CP Notes; WHEREAS, the Commission has previously authorized, pursuant to its Resolution No. 05-001 and its Resolution No. 10-006 (together, the "Prior Resolutions"), that all consents, approvals, directions, notices, orders, requests and other actions required or permitted by any of the documents authorized in such Prior Resolutions, including the Indenture, the Issuing and OHSUSA:750005829 4 -2- • • • 313 • • Paying Agent Agreement, the Dealer Agreements, the Offering Memorandum and the Existing Credit Agreement including, without limitation, actions which may be necessary or desirable in connection with any amendment of any such documents, the extension or replacement of the Existing Credit Agreement and the Existing Letter of Credit, the removal or replacement of the Trustee or any of the Dealers or any similar action may be given or taken by an Authorized Representative (as such term is defined in the Indenture), without further authorization or direction by this Board, and the Commission has further authorized and directed each Authorized Representative to give any such approval, consent, direction, notice, order, or request and to take any such action which such Authorized Representative may deem necessary or desirable to further the purposes of such Prior Resolutions (collectively, the "Prior Authorization"); WHEREAS it is proposed that credit and liquidity support will be provided for the issuance, from time to time, of the Series A Notes pursuant to a reimbursement agreement and related fee agreement (collectively, the "Bank of Tokyo Credit Agreement"), proposed to be entered into between the Commission and Bank of Tokyo -Mitsubishi UFJ, Ltd. ("Bank of Tokyo"), providing for the issuance of an Irrevocable Direct Draw Letter of Credit (the "Bank of Tokyo Letter of Credit") by Bank of Tokyo in favor of the Issuing and Paying Agent, in substitution for the Existing Credit Agreement and Existing Letter of Credit with respect to the Series A Notes; WHEREAS it is proposed that credit and liquidity support will be provided for the issuance, from time to time, of the Series B Notes pursuant to a reimbursement agreement and related fee agreement (collectively, the "Union Bank Credit Agreement"), proposed to be entered into between the Commission and Union Bank, N.A. ("Union Bank"), providing for the issuance of an Irrevocable Direct Draw Letter of Credit (the "Union Bank Letter of Credit") by Union Bank in favor of the Issuing and Paying Agent, in substitution for the Existing Credit Agreement and Existing Letter of Credit with respect to the Series B Notes; WHEREAS, the Commission has been presented with proposed forms of Bank of Tokyo Credit Agreement, Bank of Tokyo Letter of Credit, Union Bank Credit Agreement, and Union Bank Letter of Credit; WHEREAS, there has been prepared and presented to the Commission a proposed form of Supplement to Offering Memorandum (the "Supplement") describing the extension of the Stated Expiration Date and the substitution of the Bank of Tokyo Credit Agreement and the Bank of Tokyo Letter of Credit and the Union Bank Credit Agreement and Union Bank Letter of Credit for the Existing Credit Agreement and Existing Letter of Credit, and related matters; WHEREAS, in connection with the replacement of the Existing Credit Agreement and Existing Letter of Credit with respect to the Series A Notes and the replacement of the Existing Credit Agreement and Existing Letter of Credit with respect to the Series B Notes, it may be necessary and desirable to amend and supplement certain provisions of the Indenture, the Issuing and Paying Agent Agreement and the Dealer Agreements in order to reflect certain terms of the Bank of Tokyo Credit Agreement and the Bank of Tokyo Letter of Credit and the Union Bank Credit Agreement and the Union Bank Letter of Credit and any other replacements of the credit agreements with respect to the CP Notes; OHSUSA:750005829.4 -3- 314 WHEREAS, the Commission wishes to ratify, confine, continue and extend its Prior Authorization, for an Authorized Representative to execute and deliver documents necessary to amend or replace the credit agreements securing the CP Notes, the Bank of Tokyo Credit Agreement, the Union Bank Credit Agreement the Supplement and any replacements, amendments or supplements thereto or to the Existing Credit Agreement, the Indenture, Issuing and Paying Agent Agreement and the Dealer Agreements (collectively, the "CP Documents"), as such Authorized Representative deems necessary or desirable in connection with the CP Notes, all in furtherance of the purposes set forth in the Prior Resolutions and the transactions contemplated thereby; WHEREAS, all acts, conditions and things required by the Act, the Sales Tax Law and the Constitution and laws of the State of California to exist, to have happened and to have been performed precedent to and in connection with the ratification, confirmation continuing of the Prior Authorization and the substitution of the Bank of Tokyo Letter of Credit with respect to the Series A Notes and the Union Bank Letter of Credit with respect to the Series B Notes do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the Commission is now duly authorized and empowered, pursuant to each and every requirement of law, to ratify and confirm its authorization of such substitution of the Bank of Tokyo Letter of Credit for the Series A Notes and the Union Bank Letter of Credit for the Series B Notes, and to acknowledge and confirm its authorization of the execution of documents to replace the Existing Letter of Credit, the Bank of Tokyo Credit Agreement, the Union Bank Credit Agreement, the Supplement and any amendments or supplements to the CP Documents, including future amendments thereof or substitutions therefor, deemed necessary or desirable by an Authorized Representative; NOW THEREFORE, THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION RESOLVES: Section 1. The Commission finds and determines that the foregoing recitals are true and correct. Section 2. The Commission ratifies, confirms, continues and extends its Prior Authorization, and acknowledges and confirms that an Authorized Representative is authorized and directed to execute and deliver the Bank of Tokyo Credit Agreement pursuant to which the Bank of Tokyo Letter of Credit will be issued, the Union Bank Credit Agreement pursuant to which the Union Bank Letter of Credit will be issued, and the Supplement, each in substantially the forms presented to this meeting, with such changes therein as the officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof, and any replacements, amendments or supplements to any of the CP Documents and agreements or documents relating thereto, and any future replacements, amendments or supplements to any such documents, as such Authorized Representative deems necessary or desirable in connection with the maintenance of the CP Notes and the transactions contemplated thereby. The Dealers are hereby authorized to distribute the Offering Memorandum, together with the Supplement, in the form so executed by an Authorized Representative, if the Authorized Representative determines such distribution is appropriate for the sale of the CP Notes. OHSUSA:750005829.4 -4- • • • 315 • • Section 3. All actions heretofore taken by the officers and agents of the Commission with respect to the expiration of the Existing Letter of Credit and the substitution of the Bank of Tokyo Letter of Credit and the Union Bank Letter of Credit, and such other actions as have been or shall be necessary in connection therewith, are hereby ratified, confirmed and approved. The Commission hereby confirms that if, at the time of execution of any of the documents authorized hereby, the Executive Director is unavailable, such documents may be executed by the Deputy Executive Director of the Commission or the Chief Financial Officer in lieu of the Executive Director. The Commission further confirms that the Clerk of the Board of the Commission is authorized to attest to the execution by the Executive Director or the Deputy Executive Director or the Chief Financial Officer of any of such documents as said officers deem appropriate. Section 4. This Resolution shall take effect immediately upon its adoption and approval. APPROVED AND ADOPTED by the Riverside County Transportation Commission at its meeting on March 14, 2012. ATTEST: By: Clerk of the Board of the Commission OHSUSA:750005829.4 By: Chair, Board of Commissioners -5- 316 CERTIFICATE OF THE CLERK OF THE BOARD OF THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION 1, Jennifer Harmon, Clerk of the Board of the Riverside County Transportation Commission (the "Commission"), hereby certify that the foregoing is a full, true and correct copy of a resolution duly adopted at a meeting of the governing board of said Commission duly and regularly held in Riverside, California, on March 14, 2012, of which meeting all of the members of said Commission had due notice. I further certify that I have carefully compared the foregoing copy with the original minutes of said meeting on file and of record in my office; that said copy is a full, true and correct copy of the original resolution adopted at said meeting and entered in said minutes; and that said resolution has not been amended, modified, rescinded or revoked in any manner since the date of its adoption, and the same is now in full force and effect. I further certify that an agenda of said meeting was posted at least 72 hours before said meeting at a location in Riverside, California, freely accessible to the public and a brief general description of the resolution to be adopted at said meeting appeared on said agenda. IN WITNESS WHEREOF, 1 have executed this certificate hereto as of this date, , 2012. OHSUSA:750005829.4 By Clerk -6- • 317 ATTACHMENT 2 • REIMBURSEMENT AGREEMENT Dated as of March 1, 2012 by and between RIVERSIDE COUNTY TRANSPORTATION COMMISSION and • • THE BANK OF TOKYO -MITSUBISHI UFJ, LTD., ACTING THROUGH ITS NEW YORK BRANCH Relating to Riverside County Transportation Commission Commercial Paper Notes (Limited Tax Bonds) Series A 11.A2.TT.RCTC.CP LOC.Att 2 BTMU Reimb Agmt.docx 1983782 320 • 321 • TABLE OF CONTENTS • • SECTION HEADING PAGE SECTION 1. DEFINITIONS 1 Section 1.1. Defined Terms 1 Section 1.2. Use of Defined Terms 10 Section 1.3. Rules of Construction 10 SECTION 2. TERMS OF THE LETTER OF CREDIT 10 Section 2.1. Issuance of Letter of Credit; Substitution or Termination of Letter of Credit 10 Section 2.2. Advances under the Letter of Credit 11 Section 2.3. Interest on Advances 11 Section 2.4. Repayment of Advances; Fees; and Other Payments 12 Section 2.5. Liability of Bank 14 Section 2.6. Obligations Absolute 14 Section 2.7. Increased Costs 15 Section 2.8. Taxes 17 Section 2.9. Payment on Non -Business Days }8 Section 2.10. Book Entries 18 Section 2.11. Term of Agreement 18 Section 2.12. Extension of Stated Expiration Date; Reduction in Stated Amount 18 Section 2.13. Revolving Note 19 Section 2.14. Reserved 19 Section 2.15. Commercial Paper Notes Operations 19 SECTION 3. CONDITIONS 20 Section 3.1. Conditions Precedent to Issuance of the Letter of Credit 20 Section 3.2. Payment of Certain Fees and Expenses 22 SECTION 4. REPRESENTATIONS AND WARRANTIES 22 SECTION 5. SECURITY 27 Section 5.1. Pledge of Available Revenues and Funds 27 Section 5.2. Nature of the Obligations 27 SECTION 6. COVENANTS OF THE OBLIGOR 28 Section 6.1. Affirmative Covenants 28 Section 6.2. Negative Covenants 33 SECTION 7. EVENTS OF DEFAULT 36 322 SECTION 8. MISCELLANEOUS 39 Section 8.1. Amendments, Etc 39 Section 8.2. Addresses for Notices; Payments to the Bank 40 Section 8.3. No Waiver; Remedies 41 Section 8.4. Indemnification 41 Section 8.5. Survival of this Agreement 42 Section 8.6. Fees and Expenses 42 Section 8.7. Severability 42 Section 8.8. Governing Law; Jurisdiction; Other Matters 42 Section 8.9. Participants 43 Section 8.10. Counterparts 43 Section 8.1 1 . Certificates, Etc. 44 Section 8.12. Table of Contents; Headings 44 Section 8.13. Integration 44 Section 8.14. Waiver of Jury Trial; Judicial Reference 44 Section 8.15. Waiver of Rules of Construction 44 Section 8.16. Assignment to Federal Reserve 45 Section 8.17. Dealing with the Authority, the Issuing and Paying Agent, and/or the Dealer. 45 Section 8.18. USA Patriot Act; Government Regulations 45 Section 8.19. Entire Agreement 45 EXHIBIT A EXHIBIT B FORM OF IRREVOCABLE DIRECT DRAW LETTER OF CREDIT FORM OF REVOLVING NOTE -11- • 323 REIMBURSEMENT AGREEMENT This REIMBURSEMENT AGREEMENT, dated as of March 1, 2012, is by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION, a public entity organized and existing under the laws of the State of California (the "Obligor"), and THE BANK OF TOKYO -MITSUBISHI UFJ, LTD., acting through its New York Branch, a national banking association organized under the laws of the Unites States of America (together with its successors and assigns, the "Bank"). PRELIMINARY STATEMENT • • A. The Obligor proposes to issue its Commercial Paper Notes (Limited Tax Bonds) Series A (the "Notes") pursuant to Resolution No. 05-001 of the Obligor adopted on February 9, 2005 (the "Resolution") and pursuant to Section 240309 of the California Public Utilities Code (the "Utilities Code"), the Indenture, dated as of March 1, 2005 (the "Indenture "), between the Commission and U.S. Bank National Association, as trustee (the "Trustee"), Ordinance No. 02-001, named the "Transportation Expenditure Plan and Retail Transaction and Use Tax Ordinance" (the "Ordinance ") adopted by the Obligor on May 8, 2002, pursuant to the provisions of the Riverside County Transportation Sales Tax Act, being Division 25 of the Public Utilities Code of the State of California (Sections 240000 et seq.) (the "Act"), which Ordinance provides for the imposition of a retail transactions and use tax applicable in the incorporated and unincorporated territory of the County (as hereinafter defined) in accordance with the provisions of Part 1.6 (commencing with Section 7251) of Division 2 of the California Revenue and Taxation Code (the "Sales Tax Law") the rate of one-half of one percent (1/2%) for a period not to exceed thirty (30) years. B. In order to assure timely payment of the principal and interest with respect to the Notes in accordance with their terms, the Obligor has requested that the Bank issue its Letter of Credit (as hereinafter defined). The Bank is prepared to issue the Letter of Credit pursuant to and upon the terms and conditions stated in this Agreement. C. All obligations of the Obligor arising hereunder as reimbursement to the Bank for drawings honored by the Bank under the Letter of Credit and for Advances and Term Loans (as such term is hereinafter defined) plus interest thereon at the rate specified herein (the "Reimbursement Obligations") and to pay all other amounts payable to the Bank under this Agreement and the hereinafter defined Fee Agreement (the "Payment Obligations" and together with the Reimbursement Obligations being hereinafter collectively referred to as the "Obligations") are created under and will be evidenced by this Agreement and the Fee Agreement. SECTION 1. DEFINITIONS Section 1.1. Defined Terms. In addition to terms defined elsewhere in this Agreement, as used herein the following terms shall have the following meanings, unless the context 324 otherwise requires and such meanings shall be equally applicable to both singular and plural forms of the terms herein defined: "Act" shall have the meaning set forth in the Preliminary Statement hereof. "Additional Commercial Paper" shall mean any commercial paper (whether taxable or tax-exempt) issued pursuant to any supplement to the Indenture adopted in accordance with the Indenture, in addition to (i) the Notes supported by the Letter of Credit on the Date of Issuance and (ii) the Series B Notes. "Advance" shall mean a drawing under the Letter of Credit in accordance with its terms to pay the principal of and/or interest on the Notes on their respective maturity dates. "Advance Date" shall mean, with respect to an Advance, the date on which such Advance is made. "Agreement" shall mean this Reimbursement Agreement, as the same may from time to time be amended, supplemented or otherwise modif►ed in accordance with its terms. "Alternate Credit Facility" shall mean a letter of credit or liquidity facility delivered by a financial institution other than the Bank in substitution for the Letter of Credit in accordance with Section 2.1(c) hereof and in accordance with the terms of the Indenture. "Authorized Representative" shall mean any person at the time designated to act on behalf of the Obligor, the Issuing and Paying Agent or the Dealer, as the case may be, for purposes of this Agreement by written certificate furnished to the Bank containing the specimen signature of such person. "Available Revenues" shall mean the Revenues remaining after payment to or deposit with a Senior Lien Trustee of such amount of Revenues as is required to be paid or deposited into funds or accounts pursuant to the terns of one or more Senior Lien Bond Indentures in connection with any obligations of the Obligor payable from Revenues under the terms of such Senior Lien Bond Indentures. "Bank" shall have the meaning set forth in the introductory paragraph hereof. "Base Rate" means for any day, the highest of (i) the sum of the Reference Rate for such day plus two and one-half of one percent (2.50%), (ii) the sum of the Federal Funds Rate for such day plus two and one-half of one percent (2.50%), and (iii) seven percent (7.(20%). Each change in the Base Rate shall take effect simultaneously with the corresponding change or changes in the Reference Rate or the Federal Funds Rate, as the case may be. "Bond Counsel" shall mean Orrick Herrington & Sutcliffe LLP or any other firm of recognized bond counsel familiar with the transactions contemplated under the Indenture and acceptable to the Obligor. -7- • • 325 • • "Business Day" shall mean, for so long as The Depository Trust Company ("DTC") shall be the depository for the Notes, any day on which DTC is scheduled to be open for money market instrument settlement services, and is other than: (i) a Saturday, Sunday or day upon which banking institutions in the State or the State of New York are authorized or obligated by law or executive order to be closed; (ii) a day on which the New York Stock Exchange is authorized or obligated by law or executive order to be closed; and (iii) for purposes of payments and other actions relating to a Notes, a day upon which commercial banks are authorized or obligated by law or executive order to be closed in the city in which demands for payment are to be presented pursuant to the Letter of Credit. "Change of Law" shall mean the adoption or implementation, after the Date of Issuance, of, or any change, after the Date of Issuance, in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change, after the Date of Issuance, in the interpretation or administration thereof by any court, central bank or other administrative or Governmental Authority (in each case whether or not having the force of law), or compliance by the Bank with any request or directive of any such court, central bank or other administrative or Governmental Authority (whether or not having the force of law) or the occurrence of the effective date of any of the foregoing if adopted prior to the Date of Issuance or any change after the Date of Issuance in the application, interpretation or enforcement of any of the foregoing, provided that notwithstanding anything herein to the contrary, (x) the Dodd -Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case, pursuant to Basel III, shall in each case be deemed to be a "Change of Law," regardless of the date enacted, adopted or issued. As of the Date of Issuance, the Bank has no knowledge of any Change of Law that would result in the payment of any costs pursuant to Section 2.7 hereof. "Code" shall mean the Internal Revenue Code of 1986, as amended, and the rules and all promulgated and temporary regulations thereunder. "County" means the County of Riverside, California. "Credit Facility Fund" shall have the meaning set forth therefor in the Indenture. "Date of Issuance" shall mean March _, 2012, which, subject to the satisfaction of the conditions precedent set forth in Section 3.1 hereof, is the date on which the Bank shall issue the Letter of Credit to the Issuing and Paying Agent. "Dealer Agreement" shall mean the agreement between the Dealer and the Obligor relating to the sale of the Notes, as it may be amended supplemented or otherwise modified from time to time in accordance with the terms hereof and thereof or any dealer agreement with a substitute or successor dealer relating to the Notes. -3- 326 "Dealers" shall mean Merrill Lynch, Pierce, Fenner & Smith Incorporated or any nationally recognized successor commercial paper dealer under the Dealer Agreement or its permitted substitute or permitted successor in interest acting under the Dealer Agreement. "Debt" of any Person shall mean at any date, without duplication, (i) all obligations of such Person for borrowed money and reimbursement obligations which are not contingent, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar debt instruments, (iii) obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business, (iv) and all obligations of such Person as lessee under leases which are or should be, in accordance with GAAP, recorded as capital leases, (v) all Debt of others Guaranteed by such Person, and (vi) all payment obligations of such Person, in addition to any obligations set forth in clauses (i) through (vi) above, arising under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate futures contract, interest rate option contract or other similar arrangement and under any foreign exchange contract, currency swap agreement, foreign exchange futures contract, foreign exchange option contract, synthetic cap or other similar agreement; provided that it is understood that Debt does not include contingent obligations of such Person to reimburse any other Person in respect of surety bonds or letters of credit to the extent that such surety bonds or letters of credit support Debt of such Person or payment obligations of such Person due in the future which are not known with certainty. "Default" shall mean any condition or event which with the giving of notice or lapse of time, or both, would, unless cured or waived, become an Event of Default. "Default Rate" shall mean a fluctuating rate of interest per annum equal to the sum of the Base Rate from time to time in effect plus 3.00%. "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended, or any successor statute thereto. "Event of Default" shall mean any event specified in Section 7 hereof. "Federal Funds Rate" means for any day, a fluctuating interest rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Bank from three Federal funds brokers of recognized standing selected by it. "Fee Agreement" shall mean that certain Fee Agreement dated March _, 2012, between the Bank and the Obligor, as the same may be amended, supplemented or otherwise modified form time to time. "Final Drawing Notice" shall have the meaning set forth in the Letter of Credit. -4- • • 327 • "Financing Documents" shall mean, collectively, this Agreement, the Fee Agreement, the Revolving Note, the Resolution, the Indenture, the Notes, the Letter of Credit, the Issuing and Paying Agent Agreement and the Dealer Agreement. "Fiscal Year" shall have the meaning assigned thereto in the Indenture. "Fitch" shall mean Fitch Inc., New York, New York, and any successor rating agency. "GAAP" shall mean generally accepted accounting principles in the United States of America from time to time as set forth in (a) the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and (b) statements and pronouncements of the Financial Accounting Standards Board, as modified by the opinions, statements and pronouncements of any similar accounting body of comparable standing having authority over accounting by governmental entities. "Governmental Authority" shall mean any national, state or local government (whether domestic or foreign), any political subdivision thereof or any other governmental, quasi -governmental, judicial, public or statutory instrumentality, authority, body, agency, bureau or entity (including any zoning authority, the Federal Deposit Insurance Corporation, the Federal Reserve Board, any central bank and any comparable authority) or any arbitrator with authority to bind a party at law. "Guarantee" by any Person shall mean any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Debt of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt (whether arising by virtue of partnership arrangements, by agreement to keep -well, to purchase assets, securities, to take -or -pay, or to maintain financial statement conditions or otherwise), (ii) entered into for the purpose of assuring in any other manner the obligee of such Debt of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part) or (iii) with respect to any letter of credit issued for the account of such other Person or as to which such other Person is otherwise liable for reimbursement of drawings, provided that the term Guarantee shall not include (x) endorsements for collection or deposit in the ordinary course of business, or (y) performance or completion guarantees. The term "Guarantee" used as a verb has a corresponding meaning. "Indenture" shall have the meaning set forth in the Preliminary Statement hereof. "Investment Securities" shall have the meaning set forth thereto in the Indenture. "Issuing and Paying Agent" shall mean U.S. Bank Trust National Association, or its permitted successor in interest acting under the Issuing and Paying Agent Agreement. "Issuing and Paying Agent Agreement" shall mean the Issuing and Paying Agent Agreement entered into by the Obligor with the Issuing and Paying Agent pursuant to the Indenture, as such Agreement may be amended, supplemented or otherwise modified from time -5- 328 to time in accordance with the terns hereof and thereof or any issuing and paying agent agreement with a substitute or successor issuing and paying agent. -Law" shall mean the Act, the Utilities Code, the Sales Tax Law and the Ordinance, each as now in effect and as it may from time to time hereafter be amended or supplemented. "Letter of Credit" shall mean the irrevocable direct pay letter of credit to be issued by the Bank pursuant hereto for the account of the Obligor in favor of the Issuing and Paying Agent, as beneficiary, which shall be in substantially the form of Exhibit A to this Agreement, as the same may be amended and supplemented from time to time. "Letter of Credit Expiration Date" shall mean the earlier to occur of (i) the Stated Expiration Date and (ii) the date on which the Letter of Credit otherwise terminates in accordance with its terms. "Lien" shall mean, with respect to any asset, (i) any lien, charge, claim, mortgage, security interest, pledge or assignment of revenues of any kind in respect of such asset or (ii) the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset. "Liquidity Period" shall mean, with respect to each Advance, the period of time from and after the related Advance Date, to and including the earliest to occur (i) the date one hundred eighty (180) days immediately succeeding such Advance Date, (ii) the Stated Expiration Date, (iii) the date on which an Alternate Credit Facility becomes effective in substitution of the Letter of Credit and (iv) the date the Stated Amount is permanently reduced to zero or the Letter of Credit is otherwise terminated prior to the Stated Expiration Date, including the result of the occurrence of an Event of Default. "Liquidity Rate" shall have the meaning set forth therefor in Section 2.3 hereof. "Maturity Date" shall mean the maturity date of any Term Loan, which date shall be the earliest of (i) the date which is four (4) years from the date of the Advance converted to such Term Loan, (ii) the Sales Tax Expiration Date, (iii) the date on which an Alternate Credit Facility becomes effective in substitution of the Letter of Credit and (iv) the date the Stated Amount is permanently reduced to zero or the Letter of Credit is otherwise terminated prior to the Stated Expiration Date (other than as a result of the Letter of Credit expiring on the Stated Expiration Date in accordance with its terms), including the result of the occurrence of an Event of Default. "Maximum Interest Rate" shall mean the lesser of (i) 18% per annum and (ii) the maximum non -usurious lawful rate of interest permitted by applicable law. "Moody's" shall mean Moody's Investors Service, Inc., New York, New York, and any successor rating agency. "Note Fund" shall have the meaning set forth thereto in the Indenture. -6- • 329 "Notes" shall have the meaning set forth in the Preliminary Statement hereof. "Notice of No Issuance" shall mean a Notice of No Issuance in substantially the form of the certificate attached to the Letter of Credit as Annex F. "Obligor" shall have the meaning set forth in the introductory paragraph hereof. "Obligations" shall have the meaning set forth in the Preliminary Statement hereof. "Offering Memorandum" shall mean the Offering Memorandum dated March , 2012, relating to the Notes, including any supplement or amendment thereto. "Ordinance" shall have the meaning set forth in the Preliminary Statement hereof. "Other Taxes" shall have the meaning set forth in Section 2.8 hereof. "Parity Debt" shall mean the Notes, the Series B Notes, the Obligations and any Sales Tax Debt payable from and secured by Available Revenues on a parity basis with the Notes. "Parity Annual Debt Service" shall mean, for any Fiscal Year, total principal becoming due in such period and total interest expenses (including that portion attributable to capital leases) of the Obligor in respect of all outstanding Notes and any other Parity Debt. "Participant" shall mean any Person participating in the Letter of Credit, the Revolving Note and/or this Agreement. "Participation Agreement" shall mean any Participation Agreement, between the Bank and the other Person purchasing a Participation and named therein. "Payment Account" shall mean The Bank of Tokyo -Mitsubishi UFJ, Ltd., New York Branch, ABA# , A/C# , Reference: , or such other account or office as the Bank may from time to time designate. "Payment Obligations" shall have the meaning set forth in the Preliminary Statement hereof. "Person" shall mean an individual, a corporation, a partnership, an association, a trust, a government, a political subdivision, a governmental agency or instrumentality or any other entity or organization. "Plan" shall mean, with respect to the Obligor at any time, an employee pension benefit plan which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code. "Proceeds Fund" shall have the meaning set forth therefor in the Indenture. -7- 330 "Project" shall have the meaning set forth therefor in the Indenture. "Quarterly Payment Date" shall mean the first Business Day of each January, April, July and October of each year. "Rating Agency" shall mean Moody's or S&P or Fitch and their successors and assigns; provided, however, that if any action or consent is required or referred to as coming from only one Rating Agency, "Rating Agency" shall mean either Moody's or S&P. "Reference Rate" means, for any day, the rate per annum equal to the rate of interest announced or otherwise established by the Bank from time to time as its prime commercial rate as in effect on such day, with any change in the Reference Rate resulting from a change in said prime commercial rate to be effective as of the date of the relevant change in said prime commercial rate (it being acknowledged and agreed that such rate may not be the Bank's best or lowest rate). "Reimbursement Obligations" shall have the meaning set forth in the Preliminary Statement hereof. "Request for Decrease in Stated Amount" means a notice from the Obligor to the Bank substantially in the form of Annex 1 to the Letter of Credit. "Request for Extension" means a notice from the Obligor to the Bank substantially in the form of Annex L to the Letter of Credit. "Resolution" shall have the meaning set forth in the Preliminary Statement hereof. "Revenues" shall have the meaning set forth thereto in the Indenture. "Revolving Note" means the Obligor's revolving note, substantially in the form of Exhibit B attached hereto, issued to the Bank pursuant to Section 2.13 hereof, to evidence the indebtedness of the Obligor due and owing to the Bank under this Agreement with respect to amounts drawn on the Letter of Credit. "Sales Tax" shall have the meaning set forth thereto in the Indenture. "Sales Tax Debt" shall have the meaning set forth thereto in the Indenture. "Sales Tax Expiration Date" shall mean June 30, 2039 or such earlier date as of which the Sales Tax Law may be terminated or repealed. "Sales Tax Law" shall have the meaning set forth in the Preliminary Statement hereof. "Sales Tax Revenues" shall have the meaning set forth thereto in the Indenture. -8- • • 331 "Semi -Annual Payment Date" shall mean the first Business Day of each January and July of each year. "Senior Lien Bond Indenture" shall mean an indenture or indentures entered into after the date of the Indenture between the Obligor and a Senior Lien Trustee, as amended by any Supplemental Indenture, providing for the issuance of bonds or other obligations of the Obligor payable from Revenues on a senior priority to the obligation of the Obligor to pay the Notes issued hereunder. "Senior Lien Bonds" shall mean any bonds issued and outstanding pursuant to a Senior Lien Bond Indenture, and any reserve fund surety bonds or other reserve facilities issued on behalf of or entered into by the Obligor in connection therewith. "Senior Lien Obligations" shall mean, collectively, any Senior Lien Bonds and any obligations of the Obligor on a parity therewith. "Senior Lien Trustee" shall mean a trustee or other fiduciary under any Senior Lien Bond Indenture. "Series B Notes" shall man the Riverside County Transportation Commission Commercial Paper Notes (Limited Tax bonds) Series B. "State" shall mean the State of California. "Stated Amount" means, as of any date, the maximum amount which, by the terms of the Letter of Credit, is available to be drawn under the Letter of Credit as of such date. "Stated Expiration Date" shall have the meaning set forth in the Letter of Credit. "Supplemental Indenture" shall have the meaning set forth thereto in the Indenture. "Swap Contract" shall mean (a) any and all rate swap transactions, basis swaps, total return swaps, credit derivative transactions, forward rate transactions, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, cap transactions, floor transactions, collar transactions, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a "Master Agreement"), including any such obligations or liabilities under any Master Agreement. -9- 332 "S&P" shall mean Standard & Poor's Ratings Service, a Standard & Poor's Financial Services LLC business and any successor rating agency. "Taxes" shall have the meaning set forth in Section 2.8 hereof. "Term Loan" shall have the meaning set forth in Section 2.4 hereof. "Tern Loan Rate" shall have the meaning set forth in Section 2.3(b) hereof. "Term -Out Date" shall have the meaning set forth in Section 2.4 hereof. "Trustee" shall have the meaning set forth in the Preliminary Statement hereof. "Utilities Code" shall have the meaning set forth in the Preliminary Statement hereof. Section 1.2. Use of Defined Terms. Terms defined in this Agreement shall have their defined meanings when used in any document, certificate, report or agreement furnished from time to time in connection with this Agreement unless the context otherwise requires. Section 1.3. Rules of Construction. When used in this Agreement: (i) the singular includes the plural and the plural includes the singular; (ii) "or" is not exclusive; (iii) a reference to a law includes any amendment or modification to such law; (iv) a reference to a person includes its permitted successors and permitted assigns; (v) a reference to an agreement, instrument, document, regulation, law, statute or act shall include such agreement, instrument, document, regulation, law, statute or act as the same may be amended, modified or supplemented from time to time in accordance, if an agreement, instrument or document, with its terms and as permitted hereby; and (vi) all references to time shall mean New York City time, unless otherwise specified. SECTION 2. TERMS OF THE LETTER OF CREDIT Section 2.1. Issuance of Letter of Credit; Substitution or Termination of Letter of Credit. (a) The Bank hereby agrees, on the terms and subject to the conditions hereinafter set forth and relying upon the representations and warranties set forth in this Agreement or incorporated herein by reference, to issue to the Issuing and Paying Agent its Letter of Credit (substantially in the form of Exhibit A hereto), dated the Date of Issuance and completed in accordance with such form and the terms of this Section 2.1(a). The Stated Amount of the Letter of Credit on the Date -10- • 333 • • • of Issuance shall be [S60,750,000]. The Stated Amount may be from time to time reduced and/or reinstated in accordance with the terms of the Letter of Credit and the Obligor irrevocably approves such reductions and reinstatements. The Bank will use only its own funds in honoring an Advance on the Letter of Credit. Unless otherwise terminated in accordance with its terms, the Letter of Credit shall expire on the Stated Expiration Date as such date may be extended from time to time in accordance with the terns hereof and thereof. (b) The Letter of Credit shall be transferred in accordance with its terms to any successor Issuing and Paying Agent. (c) The Obligor may at any time and at its option terminate the Letter of Credit. The Obligor hereby agrees to (1) give the Bank 30 days' prior written notice of any such termination and (ii) pay to the Bank, in immediately available funds as of the date of such termination, all Obligations payable hereunder and under the Fee Agreement, including, without limitation, all principal and interest due and owing on any Advance or Term Loan and any fee related to such termination, if any. Notwithstanding any such termination, so long as any obligations owing hereunder remain unpaid, this Agreement shall remain in full force and effect. Section 2.2. Advances under the Letter of Credit. As set forth in the Letter of Credit, all Advances to be made under the Letter of Credit shall be made by facsimile, in the form of Annex A to the Letter of Credit, accompanied by a sight draft in the form of Annex H to the Letter of Credit, addressed to the Bank and submitted by the Issuing and Paying Agent at the time and place specified in the Letter of Credit, and no further presentation of documentation, including the original Letter of Credit, need be made; it being understood that the facsimile shall, in all events, be considered to be the sole operative instrument of drawing. The Obligor hereby directs the Bank to honor drawings under the Letter of Credit as provided therein. The Bank may rely upon any such drawing request under the Letter of Credit made by facsimile which it, in good faith, believes to have been dispatched by the Issuing and Paying Agent or its authorized agent. Section 2.3. Interest on Advances. (a) Each Advance not required to be repaid on its related Advance Date pursuant to Section 2.4(a) hereof shall bear interest during the Liquidity Period (computed on the basis of a 365 or 366 -day year, as applicable, and actual days elapsed) payable monthly in arrears on the first Business Day of each month for the immediately preceding calendar month (commencing on the first such date to occur after the related Advance Date) and on the last day of the related Liquidity Period at a rate per annum equal to the Base Rate from time to time in effect (the "Liquidity Rate "); provided, however, that in no event shall the Liquidity Rate be less than the rate of interest applicable to any outstanding Notes. (b) All Term Loans shall bear interest (computed on the basis of a 365 or 366 day year, as applicable, and the actual number of days elapsed) payable monthly in arrears on the first Business Day of each month for the immediately preceding calendar month (commencing on the first such date to occur after the related Term -Out Date) and on the related Maturity Date at a rate per annum equal to the sum of the Base Rate from time to time in effect plus 1.00% (the "Term Loan Rate"); provided, however, that in no event shall the Term Loan Rate be less than the rate of interest applicable to any outstanding Notes. -11- (c) Notwithstanding anything to the contrary contained herein or in any of the Financing Documents, upon the occurrence of any Event of Default, the Obligor shall pay interest on all Obligations, including all outstanding Advances and Term Loans, at the Default Rate. if the Obligor shall fail to pay any amount due and payable hereunder, each such unpaid amount shall bear interest for each day from and including the date it was so due until paid in full at a rate per annum equal to the Default Rate. Interest that accrues hereunder at the Default Rate shall be computed on the basis of a year of a 365 or 366 -day year, as applicable, and actual days elapsed. Any amount of interest accruing hereunder at the Default Rate shall accrue each day and shall be payable on demand. (d) Notwithstanding anything herein or in the other Financing Documents to the contrary, to the extent permitted by law, if at any time the rate per annum payable hereunder exceeds the Maximum Interest Rate for any period for which interest is payable, then (i) interest at the Maximum Interest Rate shall be due and payable with respect to such interest period, and (ii) interest at the rate equal to the difference between (A) the rate of interest calculated in accordance with the terms hereof without regard to the Maximum Interest Rate and (B) the Maximum Interest Rate (such amount of interest not received by the Bank on the date due being herein referred to as the "Clawback Amount") shall be deferred until such date as the rate of interest calculated in accordance with the terms hereof ceases to exceed the Maximum Interest Rate, and such subsequent reduction in such rate shall not reduce the rate of interest utilized for the calculation of amounts payable to the Bank under this Section 2.3 hereof until the total Clawback Amount has been paid to the Bank; provided, however, that if such Clawback Amount due to the Bank has not been paid to the Bank on or prior to the Maturity Date, such amounts due shall, to the extent permitted by law, convert to a termination fee due and payable on the Maturity Date; and provided, further, that any Clawback Amount shall, to the extent permitted by law, bear interest at the Term Loan Rate until paid in full. Section 2.4. Repayment of Advances; Fees; and Other Payments. The Obligor agrees to reimburse the Bank, at the times, in the manner and otherwise in accordance with the terms of this Agreement, for any drawing honored by the Bank under the Letter of Credit and to pay all other amounts specified herein and in the Fee Agreement, together with interest thereon, pursuant to the terms hereof. (a) Repayment of Advances. Upon the making of an Advance, the Bank will be subrogated to the extent permissible by law to the rights of the Holders of the Notes to which an Advance related. The Obligor shall pay or cause to be paid to the Bank, by 5:00 p.m., New York City time, on the Advance Date the full amount of such Advance. Any payment received after 5:00 p.m., New York City time, shall be deemed received as of the next Business Day. Notwithstanding the above, so long as no Default or Event Default has occurred and is continuing on the related Advance Date, any Advance made on an Advance Date may remain outstanding and unpaid during the Liquidity Period and, thereafter, may be converted to a term loan (a "Term Loan"), provided all conditions set forth in Section 2.4(e) hereof shall have been met. Any Advance that is not converted to a Term Loan pursuant to Section 2.4(e) hereof shall be due and payable on the last day of the related Liquidity Period. -12- • • 335 • • (b) Fees. The Obligor hereby agrees to perform the obligations provided for in the Fee Agreement, including, without limitation, the payment of any and all fees and expenses provided for therein, at the times and in the amounts set forth therein. The terms and provisions of the Fee Agreement are hereby incorporated herein by reference as if fully set forth herein. All references to amounts or obligations due hereunder or in this Agreement shall be deemed to include all amounts and obligations (including without limitation fees and expenses) under the Fee Agreement. (c) Manner and Place of Payments; and Interest Calculation. (i) All payments to be made to the Bank hereunder or in connection herewith, whether by the Obligor, or the Issuing and Paying Agent or by the Issuing and Paying Agent on behalf of the Obligor, shall be made to the Bank at its Payment Account in U.S. Dollars in immediately available funds. Subject to Section 2.4(a) hereof, all such payments shall be made to the Bank as aforesaid not later than 4:00 P.M., New York City time, on the date due at its Payment Account; and funds received after 4:00 P.M., New York City time, shall be deemed to have been received on the next succeeding Business Day. All payments not received on the date due shall bear interest until payment in full thereof at a rate equal to the Default Rate and payable on demand. (ii) Whenever a payment is due to the Bank under this Agreement, the Obligor shall be deemed to have made such payment at the time such payment is received by the Bank. (iii) All fees payable hereunder and under the Fee Agreement shall be calculated on the basis of the actual days elapsed and a year of 360 days and shall be payable as set forth in the Fee Agreement. (d) Reserved. (e) Term Loans. In the event the portion of any Advance used to pay the principal of or interest on any Notes on the maturity date thereof has not been repaid in full by the last day of the Liquidity Period (the "Term -Out Date ") (provided, however, that if the Liquidity Period ends as the result of the occurrence of an event set forth in clause (iii) or (iv) of the definition of the term "Liquidity Period," such Advance shall become due and payable on the last day of the Liquidity Period and shall not become a Term Loan), then, provided (i) no Default or Event of Default has occurred and is continuing on such date and all representations and warranties of the Obligor set forth in Section 4 hereof (other than the representations set forth in Section 4(j) hereof), or incorporated herein by reference, are true and correct in all material respects as of the related Term -Out Date, and (ii) the sum of the Notes outstanding, plus, if applicable, interest on such Notes to their stated maturity dates, plus all unreimbursed Advances and all Term Loans then outstanding including the Term Loan then proposed to be made, shall not exceed the Stated Amount on such Term -Out Date, such Advance shall be converted to a Term Loan. Each Term Loan shall be for a maximum four (4) year term commencing on the related Advance Date and ending not later than the Maturity Date. The Obligor shall pay the principal amount of each Term Loan in equal quarterly installments over the term of the applicable Term Loan (together with interest thereon in accordance with Section 2.3(b) hereof) to be made on each Semi -Annual Payment Date commencing with the first Semi -Annual Payment Date following the Term -Out Date until paid in full on or prior to the Maturity Date. The entire then outstanding principal -13- 336 amount of such Term Loan shall be due and payable on the related Maturity Date. The Obligor may prepay each Term Loan, in whole or in part, at any time, provided that such prepayment is accompanied by all interest accrued thereon with respect to the amount of such Term Loan prepaid. (0 Mandatory Prepayment. In the event that the issuing and Paying Agent issues any Notes while any Advance or Term Loan remains unpaid, the Obligor shall apply the proceeds of any such Note, first, to the payment of principal or interest on any Notes maturing on such date and, second, to the prepayment of such outstanding Advances and Term Loans. Any prepayment in part under this Section 2.4(f) shall be applied against each such Advance or Term Loan, as applicable, in the order in which each such Advance or Term Loan, as applicable, was made. Section 2.5. Liability of Bank. As between the Obligor and the Bank, the Obligor assumes all risks of the acts, omissions, or misuse of the Letter of Credit by the Issuing and Paying Agent. Neither the Bank nor any of its officers and directors shall be responsible: (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning, or purporting to transfer or assign, the Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the Issuing and Paying Agent to comply fully with conditions required in order to draw upon the Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, facsimile transmission or otherwise, whether or not they be in cipher; (v) for errors in interpretation of technical terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under the Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the Issuing and Paying Agent or the Trustee of the proceeds of any drawing under the Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Bank; except that the Obligor shall have a claim against the Bank, and the Bank shall be liable to the Obligor, to the extent of any direct, as opposed to consequential, damages suffered by the Obligor that the Obligor proves were caused by the Bank's gross negligence or willful misconduct (x) in determining whether documents presented under the Letter of Credit comply strictly with the terms of the Letter of Credit or (y) in failing to make lawful payment under the Letter of Credit after the proper presentation to the Bank by the beneficiary thereof of a drawing strictly complying with the terms and conditions of such Letter of Credit. In furtherance and not in limitation of the foregoing, the Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary; provided, that if the Bank shall receive prior written notification from both the Obligor and the beneficiary that sufficiently identifies, in the opinion of the Bank, documents to be presented to the Bank that are not to be honored, the Bank will not honor such documents. Section 2.6. Obligations Absolute. The payment obligations of the Obligor under this Agreement and the Fee. Agreement are primary, absolute, independent, irrevocable and unconditional, and shall be paid strictly in accordance with the terms of this Agreement and the -1 4- • • 337 • • • Fee Agreement under all circumstances, including, without limitation, the following circumstances: (a) any lack of validity or enforceability of the Letter of Credit or any of the Financing Documents; (b) any amendment or waiver of or any consent or departure from the terms and conditions of all or any of the Financing Documents; (c) the existence of any claim, set-off, defense, or other right that the Obligor may have at any time, whether in connection with this Agreement, the transactions contemplated herein or in the other Financing Documents or any unrelated transaction, against the Trustee, the Issuing and Paying Agent or any other beneficiary or the Bank, or any transferee of the Letter of Credit (or any persons or entities for whom the Trustee, the Issuing and Paying Agent, any such beneficiary, or any such transferee may be acting), or any other person or entity; (d) any statement or any other document presented under the Letter of Credit proving to be forged, fraudulent, invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; provided that this paragraph (d) shall not apply to any statement or document which the Bank actually knew to be forged or fraudulent prior to the Bank honoring any drawing under such statement or document and, in connection with such drawing under the Letter of Credit, the Bank funded a party other then the Issuing and Paying Agent or Obligor; (e) payment by the Bank to the Issuing and Paying Agent under the Letter of Credit against presentation of a draft or certificate which does not strictly comply with the terms of the Letter of Credit; or (0 any other circumstance or happening whatsoever, whether or not similar to any of the foregoing. No payment by the Obligor under any other agreement (whether voluntary, or involuntary or pursuant to court order or otherwise) shall constitute a defense to the various obligations hereunder except to the extent that the Bank has been indefeasibly paid in full. Section 2.7. Increased Costs. (a) if the Bank or any Participant shall have determined that a Change of Law has occurred, the result of which is to (A) change the basis of taxation of payments to the Bank or any Participant of any amounts payable hereunder (except for taxes on the overall net income of the Bank or such Participant), (B) impose, modify or deem applicable any reserve, special deposit or similar requirement against performing or maintaining its obligations under this Agreement or maintaining the Letter of Credit or assets held by, or deposited with or for the account of, the Bank or such Participant or (C) impose on the Bank or any Participant any other condition regarding this Agreement, or the Letter of Credit, and the result of any event referred to in clause (A), (B) or (C) above shall be to increase the cost to the Bank or such Participant of performing or maintaining its obligations hereunder or maintaining -15- 338 the Letter of Credit, or to reduce the amount of any sum received or receivable by the Bank or such Participant hereunder or under the Fee Agreement, then, the Obligor shall pay to the Bank or such Participant at such time and in such amount as is set forth in paragraph (c) of this Section 2.7, such additional amount or amounts as will compensate the Bank or such Participant for such increased costs or reductions in amount received or receivable. (b) If the Bank or any Participant shall have determined that a Change of Law has occurred that shall impose, modify or deem applicable any capital adequacy, liquidity or similar requirement (including, without limitation, a request or requirement that affects the manner in which the Bank or the Participant allocates capital resources to its commitments, including its obligations under the Letter of Credit) that either (A) affects or would affect the amount of capital or liquidity to be maintained by the Bank or any Participant or (B) reduces or would reduce the rate of return on the Bank's or the Bank's controlling corporation's or Participant's or the Participant's controlling corporation's capital to a level below that which the Bank or the Participant could have achieved but for such circumstances (taking into consideration the Bank's or the Bank's controlling corporation's or Participant's or the Participant's controlling corporation's policies with respect to capital adequacy) then, the Obligor shall pay to the Bank at such time and in such amount as is set forth in paragraph (c) of this Section 2.7, such additional amount or amounts as will compensate the Bank or the Bank's controlling corporation or the Participant or the Participant's controlling corporation for such costs of maintaining such increased capital or such reduction in the rate of return on the Bank's or the Bank's controlling corporation's capital or the Participant's or the Participant's controlling corporation's capital related to the maintenance of this Agreement and the Letter of Credit. (c) All payments of amounts referred to in paragraphs (a) and (b) of this Section 2.7 shall be due and payable in full on the next Quarterly Payment Date that is at least thirty (30) calendar days after the Obligor's receipt of notice thereof. Interest on the sums due as described in paragraphs (a) and (b) of this Section 2.7, and in the preceding sentence, shall begin to accrue from the Quarterly Payment Date when the payments were first due at a rate per annum equal to the Default Rate until such amounts have been paid in full and shall be payable on demand and in accordance with the terms hereof. A certificate as to such increased cost, increased capital or reduction in return incurred by the Bank or any Participant as a result of any event mentioned in paragraph (a) or (b) of this Section 2.7 setting forth, in reasonable detail, the basis for calculation and the amount of such calculation shall be submitted by the Bank to the Obligor and shall be conclusive (absent manifest error) as to the amount thereof. In making the determinations contemplated by such certificate, the Bank or the Participant may make such reasonable estimates, assumptions, allocations and the like as the Bank or the Participant, as applicable, in good faith determines to be appropriate. (d) The obligations of the Obligor under this Section 2.7 shall survive the termination of this Agreement. (e) Notwithstanding the foregoing, in no event shall the Obligor be required to pay to the Bank on behalf of any Participant any increased cost required under this Agreement in excess of the amount the Obligor would have paid to the Bank if the Bank had not entered into a participation with such Participant. -16- • 339 • • Section 2.8. Taxes. (a) To the extent permitted by law, any and all payments by the Obligor hereunder, under the Fee Agreement or under the Revolving Note shall be made, in accordance with Section 2.6 hereof, free and clear of and without deduction for any and all taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding taxes imposed on the overall net income of the Bank (and franchise taxes imposed in lieu of net income taxes) by the jurisdiction of the Bank's applicable lending office or any political subdivision thereof (all such non -excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). To the best knowledge of the undersigned officer of the Bank, there are no such Taxes currently imposed or required to be withheld or deducted. If the Obligor shall be required by law to withhold or deduct any Taxes from or in respect of any sum payable hereunder, under the Fee Agreement or under the Revolving Note, then, to the extent permitted by law, (i) the sum payable shall be increased as may be necessary so that after making all required withholdings or deductions (including those Taxes payable solely by reason of additional sums payable under this Section 2.8) the Bank receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (ii) the Obligor shall make such withholdings or deductions and (iii) the Obligor shall pay the full amount withheld or deducted to the relevant taxation authority or other authority in accordance with applicable law. (b) In addition, to the extent permitted by law, the Obligor agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies that arise under the laws of the United States or the State or any other taxing jurisdiction from any payment made hereunder, under the Revolving Note or under the Fee Agreement or from the execution or delivery or otherwise with respect to this Agreement, the Revolving Note or the Letter of Credit (hereinafter referred to as "Other Taxes "). (c) If the Obligor fails to pay Taxes and/or Other Taxes (including Taxes imposed by any jurisdiction on amounts payable under this Section 2.8) required to be paid by the Obligor pursuant to clause (a) or (b) in accordance with applicable law, then the Obligor will indemnify and hold harmless the Bank, and reimburse the Bank, as applicable, for the full amount of Taxes and Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.8) paid by the Bank or any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. Payments by the Obligor pursuant to this Section shall be made within 30 days from the date the Bank makes written demand therefor which demand shall be accompanied by a certificate describing in reasonable detail the basis thereof. (d) Within 30 days after the date of any payment of Taxes by the Obligor, the Obligor shall furnish to the Bank with respect to which such payment was made, at its address referred to in Section 8.2 hereof, the original or a certified copy of a receipt evidencing payment thereof. The Obligor shall compensate the Bank for all reasonable losses and expenses sustained by the Bank as a result of any failure by such party to so furnish such copy of such receipt. -17- 340 (e) Any amounts paid by the Obligor to the Bank pursuant to this Section 2.8 which are subsequently recovered by the Bank from any taxing agency shall be repaid to the Obligor within 30 days of receipt thereof by the Bank. (f) Without prejudice to the survival of any other agreement of the Obligor hereunder, the agreements and obligations contained in this Section 2.8 shall survive the payment in full of fees, principal and interest hereunder, under the Fee Agreement and under the Revolving Note. Section 2.9. Payment on Non -Business Days. Whenever any payment to be made hereunder, under the Fee Agreement or under the Revolving Note shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day (and if so made, shall be deemed to have been made when due), and such extension of time shall in such case be included in the computation of the payment of interest due hereunder. Section 2.10. Book Entries. The Bank shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Obligor resulting from Advances and Term Loans and the amounts of principal and interest payable and paid from time to time hereunder and under the Revolving Note. In any legal action or proceeding in respect of this Agreement or the Letter of Credit, the entries made in such account or accounts shall, in the absence of manifest error, be conclusive evidence of the existence and amounts of the obligations of the Obligor therein recorded. Section 2.11. Term of Agreement. The term of this Agreement shall be until the later of (x) the Maturity Date and (y) the payment in full of the principal of and interest and all other amounts due hereunder and under the Letter of Credit, the Fee Agreement and the Revolving Note. Section 2.12. Extension of Stated Expiration Date; Reduction in Stated Amount. (a) Extension of Stated Expiration Date. On the Date of Issuance, the Stated Expiration Date shall be September _, 2014; provided that such date shall be subject to extension as set forth below and in the Letter of Credit or as the Obligor and the Bank may otherwise agree. At least 90 days prior to the current Stated Expiration Date, the Obligor may request in writing that the Bank extend the Stated Expiration Date for an additional period as the parties may agree by delivery to the Bank of a Request for Extension. Within 30 days of the date of any such Request for Extension, the Bank will notify the Obligor in writing of the decision by the Bank in its absolute discretion whether to extend for such additional period the Stated Expiration Date, including in such notice the extended Stated Expiration Date and the conditions of such consent (including conditions relating to legal documentation and the consent of the Issuing and Paying Agent). If the Bank does so agree to extend, the Bank shall deliver an executed Notice of Extension to the Issuing and Paying Agent. If the Bank shall not so notify the Obligor, the Bank shall be deemed to have denied any such extension. (b) Reduction in Stated Amount. The Obligor may elect to reduce the Stated Amount of the Letter of Credit from time to time prior to the Letter of Credit Expiration Date by delivery of -18- • 341 • a Request for Decrease in Stated Amount to the Bank, upon receipt of which the Bank will notify the Issuing and Paying Agent by means of a notice in the form attached to the Letter of Credit as Annex K, thereby reducing the Stated Amount, all as set forth in the Letter of Credit. Upon such reduction, the Stated Amount of the Letter of Credit shall not be less than the principal amount of all outstanding Notes plus, if applicable, interest on such Notes to their stated maturity dates. Upon any such reduction, the Obligor shall pay any fees set forth in the Fee Agreement related to such reduction, if any. Section 2.13. Revolving Note. To evidence the indebtedness of the Obligor due and owing to the Bank under this Agreement with respect to amounts drawn under the Letter of Credit, the Obligor shall issue the Revolving Note, substantially in the form of Exhibit B attached hereto, to the Bank on the Date of Issuance. The Bank shall note on the grid attached to the Revolving Note principal amounts owing to the Bank, and the maturity schedule therefor pursuant to Sections 2.4(a) and 2.4(e) hereof respecting outstanding Advances and Term Loans with interest until payment in full pursuant to the terms of the Revolving Note; provided, however, that the failure of the Bank to make any such notation shall not limit or otherwise affect the Obligations of the Obligor hereunder and under the Fee Agreement. Section 2.14. Reserved. Section 2.15. Note Operations. (a) Issuance Generally. The Obligor will permit Notes to be issued, and authorize the Issuing and Paying Agent to issue Notes, only in accordance with the terms of the Indenture, the Issuing and Paying Agent Agreement and this Agreement. (b) No -Issuance Notices; Final Drawing Notice. Notes may be issued from time to time prior to the Stated Expiration Date in accordance herewith and with the Indenture and the Issuing and Paying Agent Agreement so long as (i) the Issuing and Paying Agent is not in receipt of Notice of No Issuance that has not been rescinded or (ii) the Issuing and Paying Agent is not in receipt of the Final Drawing Notice. The Bank may deliver a Notice of No Issuance or a Final Drawing Notice at any time when an Event of Default shall have occurred and be continuing. A Notice of No Issuance or the Final Drawing Notice shall be effective when received by the Issuing and Paying Agent; provided, however, that a Notice of No Issuance or the Final Drawing Notice received by the Issuing and Paying Agent after 12:30 P.M. New York time, on any day on which Notes are being issued shall be effective on the next succeeding day. A Notice of No Issuance or the Final Drawing Notice may be given by facsimile or electronic mail transmission, confirmed in writing within twenty-four (24) hours, but the failure to so confirm such Notice of No Issuance or the Final Drawing Notice in writing shall not render such Notice of No Issuance or the Final Drawing Notice ineffective. The Bank will furnish a copy of any Notice of No Issuance or the Final Drawing Notice to the Obligor promptly following delivery thereof to the Issuing and Paying Agent, but the failure to furnish any such copy shall not render ineffective such Notice of No Issuance or the Final Drawing Notice. -19- 342 SECTION 3. CONDITIONS • Section 3.1. Conditions Precedent to Issuance of the Letter of Credit. The obligation of the Bank to issue the Letter of Credit shall be subject to the fulfillment of the following conditions precedent on or before the Date of Issuance thereof, in a manner satisfactory to the Bank and its counsel: (a) The Bank shall have received an opinion or opinions addressed to the Bank, or reliance letters addressed to the Bank, of Bond Counsel or special counsel to the Obligor, as applicable, each in form and substance satisfactory to the Bank and its counsel, dated the Date of Issuance, including an opinion as to the validity and enforceability of the Sales Tax. (b) The Bank shall have received an opinion of Best, Best & Krieger, LLP, as counsel to the Obligor, addressed to the Bank, in form and substance satisfactory to the Bank and its counsel, dated the Date of Issuance. (c) The Bank shall have received an opinion of counsel to the Issuing and Paying Agent, addressed to the Bank, in form and substance satisfactory to the Bank and its counsel, dated the Date of Issuance. (d) (i) The ratings assigned by Moody's and S&P to the Notes shall be not less than "P1" and "A-1," respectively, (ii) the Bank shall have received a copy of the rating letters or other documents evidencing such ratings, and (iii) such rating shall continue to be in effect on the Date of Issuance. (e) The Bank shall have received on the Date of Issuance the Revolving Note executed and delivered by the Obligor. (f) The Bank shall have received on the Date of Issuance, certified copies or executed originals, as the Bank may request, of the Ordinance and the Financing Documents, the Offering Memorandum and any other documents which the Bank may reasonably request evidencing that all such Financing Documents are in full force and effect and that all necessary actions required to be taken in connection with the authorization, execution, issuance, delivery and performance of this Agreement and the other Financing Documents, the Offering Memorandum and any other document required to be delivered pursuant to or in connection with this Agreement or the other Financing Documents, the Offering Memorandum, or the transactions contemplated hereby or thereby has been taken. (g) The Bank shall have received such certifications as to matters of fact, evidence of corporate authority, including copies of any necessary resolutions authorizing the execution and delivery of the Financing Documents, and copies of all governmental consents, permits, licenses and approvals, and other documents as shall be reasonably requested by the Bank, and the form and substance of any order or other official action granting any consent, permit, license or approval shall be satisfactory to the Bank. -20- 343 • • (h) (i) The representations and warranties set forth in Section 4 of this Agreement, and in any other certificate, letter, writing or instrument delivered on or prior to the Date of Issuance by the Obligor to the Bank pursuant hereto or in connection herewith, shall be true and correct as of the Date of Issuance; (ii) no material adverse change shall have occurred in the condition or operations (financial or otherwise) of the Obligor, including but not limited to the Obligor's ratings from any Rating Agency, between the date of the audited financial statements for the most recent Fiscal Year of the Obligor received by the Bank pursuant to Section 3(k) hereof and the Date of Issuance, (iii) on or prior to the Date of Issuance no material transactions or obligations (not in the ordinary course of business) shall have been entered into by the Obligor subsequent to such financial statements, except as disclosed in the Offering Memorandum or to the Bank in writing; and (iv) on the Date of Issuance no Default or Event of Default, shall have occurred and be continuing, and the Obligor shall have delivered to the Bank a certificate dated the Date of Issuance certifying as to the accuracy of the representations and warranties set forth in Section 4 of this Agreement and with respect to clauses (ii), (iii) and (iv) immediately above. (i) All conditions precedent to the issuance of the Notes shall have been satisfied. (j) The appointments of the Issuing and Paying Agent and Dealers shall have been made and approved by the Bank. (k) The Bank shall have received (i) the three most recent audited financial statements of the Obligor, and (ii) the operating budget for the Obligor's Fiscal Year 2011-2012. (1) The Bank shall have received a certificate or certificates of one or more Authorized Representatives of the Obligor, the Issuing and Paying Agent and the Dealers dated the Date of Issuance certifying the name, incumbency and signature of each individual authorized to sign this Agreement, the other Financing Documents and the other documents or certificates to be delivered by the Obligor, the Issuing and Paying Agent or the Dealers pursuant hereto, thereto or the Letter of Credit, on which the Bank may conclusively rely until a revised certificate is similarly delivered. (m) The Bank shall have received a copy of the investment policy, guidelines and permitted investments of the Obligor, certified as of a recent date to the Date of Issuance, each of which shall be satisfactory to the Bank and, to the extent that the foregoing are available to the Bank on the Obligor's website on the Date of Issuance, the foregoing condition shall have been deemed satisfied. (n) The Bank shall have received written evidence satisfactory to the Bank that (1) a CUSIP number has been obtained and reserved from Standard & Poor's CUSIP Service for the Revolving Note and (ii) the Revolving Note shall have been assigned a long-term rating of at least Baa3 from Moody's. -21- 344 (o) The Bank shall have received satisfactory evidence that the long-term unenhanced rating assigned to Senior Lien Bonds is at least "Aa2" from Moody's, "AA" from S&P and "AA" from Fitch. (p) (i) No Default or Event of Default shall have occurred and be continuing as of the date hereof or will result from the execution and delivery by the Obligor of this Agreement, (ii) the representations and warranties made by the Obligor in Section 4 hereof shall be true and correct in all material respects on and as of the Date of Issuance, as if made on and as of such date, (iii) the conditions precedent to the issuance of the Letter of Credit set forth in this Section 3.1 shall have been satisfied, (iv) no material adverse change in the ratings, financial condition, business, assets, liabilities or prospects of the Obligor shall have occurred since June 30, 2011, except as disclosed in writing to the Bank prior to the Date of Issuance and (v) the Bank shall have received a certificate, given and made as of the Closing Date, from the Obligor to the foregoing effect. (q) All other legal matters pertaining to the execution and delivery of this Agreement and the other Financing Documents, the Offering Memorandum, the issuance of the Notes and the Letter of Credit shall be satisfactory to the Bank and its counsel and the Bank shall have received such other statements, certificates, agreements, documents and information with respect to the Obligor and the matters contemplated by this Agreement as the Bank may request. Section 3.2. Payment of Certain Fees and Expenses. The Bank shall have received payment of all fees and expenses payable (including, without limitation, the reasonable fees and expenses of counsel to the Bank) on the Date of Issuance and which have been invoiced by the Bank to the Commission within fifteen (15) days after to later to occur of (i) the Date of Issuance and (ii) the receipt of an invoice from the Bank to the Commission with respect to such fees and expenses payable on the Date of Issuance. SECTION 4. REPRESENTATIONS AND WARRANTIES In order to induce the Bank to enter into this Agreement and to issue the Letter of Credit, the Obligor represents and warrants as of the Date of Issuance and as of each Term -Out Date as follows: (a) Corporate Existence and Power. The Obligor is a duly and validly created and existing public agency of the State and has the requisite power to carry on its present and proposed activities, and has and had full power, right and authority to issue and sell the Notes, enter into and deliver or adopt this Agreement, the Financing Documents to which it is a party, and any and all instruments and documents required to be executed, adopted or delivered pursuant to or in connection herewith or therewith and to perform each and all of the matters and things herein and therein provided for and has the requisite power to carry on its business as now conducted and has, as of the Date of Issuance, full power, right and authority to deliver the Offering Memorandum. -22- • 345 • (b) Approvals. The Obligor has taken all requisite action to authorize or approve, as appropriate, the execution or adoption, issuance and delivery of, and the performance of its obligations under, this Agreement, the other Financing Documents to which it is a party, the Offering Memorandum and any and all instruments and documents required to be executed, adopted or delivered pursuant to or in connection herewith or therewith, and to pledge thereto the Available Revenues for the payment of the Notes and the Obligations. (c) Binding Effect. Each Financing Document to which the Obligor is a party has been duly executed and delivered or adopted by the Obligor and each constitutes the valid and legally binding obligation of the Obligor, which obligation is enforceable in accordance with its terms, subject to the limitations imposed by bankruptcy, insolvency, fraudulent conveyance, receivership, conservatorship, reorganization, arrangement, liquidation, moratorium or other similar laws affecting the enforcement of creditors' rights. (d) Contravention. The execution or adoption, delivery and performance by the Obligor of its obligations under this Agreement and the other Financing Documents to which it is a party, the Offering Memorandum and any and all instruments or documents required to be executed in connection herewith or therewith, were and are within the powers of the Obligor and will not violate any provision of any applicable law, regulation, decree or governmental authorization, and will not violate or cause a default under any provision of any contract, agreement, mortgage, indenture or other undertaking to which it is a party or which is binding upon it or any of its property or assets, and will not result in the imposition or creation of any Lien, charge, or encumbrance upon any of its properties or assets pursuant to the provisions of any such contract, agreement, mortgage, indenture or undertaking other than that imposed in the Financing Documents on the Available Revenues. (e) Compliance; No Event of Default. The Obligor is in compliance with the terms and conditions of (1) this Agreement, (ii) each of the other Financing Documents to which it is a party, (iii) any law or regulation relative to the issuance of Debt, (iv) each agreement or instrument relating to any Debt, and (v) any other applicable law, rule or regulation, including, but not limited to the Obligor's investment policy and guidelines, non-compliance with which could result in a material adverse effect on the condition or operations (financial or otherwise) of the Obligor or the Obligor's ability or obligation to satisfy its obligations under this Agreement and the other Financing Documents; and no Default or Event of Default has occurred and is continuing. (0 Financial Information. The Obligor shall deliver or has delivered to the Bank a copy of the Obligor's audited financial statements as of June 30, 2011, which collectively comprise the basic financial statements: the government -wide statement of net assets and statement of activities and the governmental funds balance sheet and statement of revenues, expenditures and changes in fund balance, together with the required reconciliations from the fund financial statements to the government -wide statements, and the statement of fiduciary net assets for the Obligor's agency fund -23- 346 accompanied by all required notes to the financial statements, certified by a firm of independent certified public accountants of recognized standing. The data on which such financial statements are based is true and correct. Such financial statements present fairly the government -wide net assets and the funds' financial position of the Obligor as of such date and the government -wide activities and funds' revenues, expenditures, and changes in fund balances for the period then ended. Such financial statements have been prepared in accordance with GAAP. Except as disclosed in writing to the Bank, since June 30, 2011 there has been no material adverse change in the financial position of the Obligor, operations undertaken by the Obligor or projections of financial performance of the Obligor. The Obligor has no material contingent liabilities or other material contracts or commitments which are not reflected in such financial statements or in the notes thereto or have otherwise been disclosed in writing by the Obligor to the Bank. (g) Litigation. Except as described in the Offering Memorandum or as otherwise disclosed in writing by the Obligor to the Bank, there is no action, suit, investigation or proceeding pending, or to the best knowledge of the Obligor, threatened, against or affecting the Obligor before any court, arbitrator or administrative or governmental body which (i) could result in any material adverse change in the financial position of the Obligor and its ability to repay the Notes, (ii) in any manner draws into question the validity or enforceability of this Agreement, any other Financing Document, the Law or any Lien created hereby or thereby, (iii) in any manner could affect the issuance of the Notes, (iv) in any way contests the existence, organization or powers of the Obligor, or (v) could materially adversely affect the ability of the Obligor to satisfy its obligations under or in respect of this Agreement and each of the other Financing Documents. (h) Disclosure and Information Provided to the Bank. All information, documents, statements and certificates provided in writing to the Bank by or on behalf of the Obligor in connection with the transactions contemplated by the Financing Documents and the Offering Memorandum are true and correct as of the date thereof and were provided in expectation of the Bank's reliance thereon in issuing the Letter of Credit. Any financial, budget and other projections furnished to the Bank were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair and reasonable in light of conditions existing at the time of delivery of such financial, budget or other projections. (i) Tax Status of Interest on Notes. It is the intention of the Obligor and the Bank that the interest on the Notes be excluded from the gross income of the owners thereof for Federal income tax purposes by reason of the provisions of Section 103 of the Code, or any substantially similar successor provision hereinafter enacted. To that end, the Obligor represents to the Bank that it has not taken any action, and knows of no action that any other Person has taken, which would cause interest on the Notes to be includable in the gross income of the recipients thereof for Federal income tax purposes. (j) Immunity. The Obligor is not exempt from immunity from liability or suit in connection with any legal proceedings to enforce or collect any Obligation under this -24- • 347 • • • Agreement, the Fee Agreement, and/or the other Financing Documents; and the Obligor is subject to services of process and legal proceedings may be commenced and maintained against the Obligor for enforcement and collection in respect of any of the Obligor's obligations under this Agreement, recognizing, however, that the procedural requirements of the California civil and commercial law which apply to the Obligor are, in many respects, different from the procedural requirements which would apply to an individual, partnership, corporation or other private entity under similar circumstances. (k) Obligor for Incurrence of Obligations. The Obligor is authorized to enter into this Agreement, the Fee Agreement and the other Financing Documents and the transactions contemplated hereby by Law. The Obligations of the Obligor hereunder are not subject to any limitation as to maximum rate of interest. (1) Incorporation of Representations and Warranties by Reference. The Obligor hereby makes to the Bank the same representations and warranties made by the Obligor in each of the Financing Documents to which it is a party, which representations and warranties, as well as the related defined terms contained therein, are hereby incorporated by reference for the benefit of the Bank with the same effect as if each and every such representation and warranty and defined term were set forth herein in its entirety. No amendment to such representations and warranties or defined terms made pursuant to any such Financing Document shall be effective to amend such representations and warranties and defined terms as incorporated by reference herein without the prior written consent of the Bank. (m) to create and the Obligor constitutes a permitted in permitted in other Liens Indenture. Liens. No filings, recordings,registrations or other actions are necessary perfect the Liens provided for in the Indenture and herein; all Obligations of hereunder are secured by the Lien provided for herein and such Lien valid Lien subject to no other Liens other than a Lien established by or the Indenture; the Lien on the Available Revenues established by or the Indenture in respect of the Notes constitutes a valid Lien subject to no other than the Lien provided for in the Indenture and the Senior Lien (n) No Proposed Legal Changes. There is no amendment, or to the knowledge of the Obligor, no proposed amendment certified for placement on a statewide or local ballot, to the Constitution of the State or any published administrative interpretation of the Constitution of the State, the Law or any other State law, or any legislation that has passed either house of the State legislature, or any published judicial decision interpreting any of the foregoing, the effect of which, if enacted or enforced, is (i) to materially adversely affect the Notes or any holder thereof, (ii) to materially adversely affect the ability of the Obligor to perform its obligations under the Notes, this Agreement or any other Financing Document or (iii) invalidate, eliminate or reduce the Sales Tax. (o) Offering Memorandum. The Offering Memorandum and any supplements, amendments and updates thereto, furnished by the Obligor and used by the -25- 348 Dealer (including amendments, supplements and replacements thereof), until such time as they shall have been subsequently amended, updated or replaced, shall not contain any untrue, incorrect or misleading statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. (p) Pension Obligations. The Obligor has no funding liability or obligation currently due and payable with respect to any employee benefit plan which could reasonably be expected to materially and adversely affect the ability of the Obligor to perform its obligations hereunder or under any other Financing Document. The Obligor is otherwise in compliance with the terms of any such plan in which the Obligor participates to the extent any such failure to comply could reasonably be expected to materially and adversely affect the ability of the Obligor to perform its obligations hereunder or under any other Financing Document. Neither the Obligor nor any employee benefit plan maintained by the Obligor is subject to ERISA. The Obligor is not subject to ERISA and maintains no Plans thereunder. (q) No Maximum Rate. There is no limitation under California law on the rate of interest payable by the Obligor with respect to the Obligations, the Revolving Note or any other obligations payable to the Bank hereunder, under the Fee Agreement or under any Financing Document. (r) Environmental. Except as disclosed in writing to the Bank, the Obligor has not received notice to the effect that its operations are not in compliance with any of the requirements of applicable federal, state or local environmental, health and safety statutes and regulations or are the subject of any governmental investigation evaluating whether any remedial action is needed to respond to a release of any toxic or hazardous waste or substance into the environment, which non-compliance or remedial action, when taken as a whole, could have a material adverse effect on the ability of the Obligor to satisfy its obligations under this Agreement and the other Financing Documents. (s) Margin Regulations. The Obligor is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U or X of the Board of Governors of the Federal Reserve System), and no part of the proceeds furnished by the Bank under this Agreement or the Letter of Credit will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. (t) Swap Termination Payments. The Obligor is not a party to any Swap Contract that provides that any termination payment thereunder is payable from or secured by Revenues on a basis that is senior to or on a parity with the lien securing the Notes, the Revolving Note and the Reimbursement Obligations. (u) No Default or Event of Default. No Default or Event of Default has occurred and is continuing or will result from the issuance of the Letter of Credit. -26- • 349 • 'SECTION 5. SECURITY Section 5.1. Pledge of Available Revenues and Funds. The Obligations of the Obligor under this Agreement, the Revolving Note and the Fee Agreement, including, without limitation, the Obligor's obligations to make payments under Section 2 hereof, shall be secured by a Lien on and a pledge of (i) Available Revenues, on a basis junior and subordinate in all respects to the Lien and pledge of Revenues contained in the any Senior Lien Bond Indenture securing the payment of Senior Lien Obligations (provided that the payment of Obligations other than Reimbursement Obligations are secured by a pledge of Available Revenues on a basis junior and subordinate to the payment of the Revolving Note, the Notes, the Series A Notes and the Reimbursement Obligations), (ii) amounts held in the Series A Note Fund and the accounts therein until the amounts deposited therein are used for authorized purposes, subject to the right of the holders of the Notes for such amounts to be used to pay the principal of and interest on the Notes, (iii) amounts held in the Credit Facility Fund until the amounts deposited therein are used for authorized purposes, provided, however, amounts in the Credit Facility Fund attributable to and derived from Advances shall be used first to pay the principal of and interest on the Notes in full, (iv) amounts held in the Proceeds Fund until such amounts are used to pay or otherwise encumbered to pay for the costs of the Project, (v) the proceeds from the sale of any Sales Tax Debt or other obligations issued for the purpose of repaying or refunding any of the obligations of the Obligor hereunder and under the Fee Agreement, and (vi) to the extent authorized by the Indenture, the proceeds of the Notes or amounts held in any of the funds or accounts established under the Indenture, and the Obligor by execution of this Agreement does hereby grant such pledge and Lien to secure the repayment of the Advances, Term Loans and any other amounts due to the Bank pursuant to this Agreement. All Reimbursement Obligations due to the Bank pursuant to this Agreement, the Fee Agreement and the Revolving Note shall be and are hereby equally and ratably secured by and payable from a Lien on and pledge of the sources hereinabove identified in clauses (i) through (vi), subject only to the exceptions noted therein. With respect to Reimbursement Obligations, such rights of the Bank are to be on a parity with the rights of the holders of the Notes and Series B Notes (and any provider of liquidity or credit support for such Series B Notes) and on a parity with any Additional Commercial Paper and any provider of liquidity or credit support for such Additional Commercial Paper, in each case other than Senior Lien Obligations. The security described in clauses (i) through (vi) above shall be immediately subject to the Lien of the pledge made hereby without any further act, and the Lien of this pledge shall be valid and binding as against the Obligor, the Issuing and Paying Agent, the Dealers, the holders of any Notes and Series B Notes or any Sales Tax Debt, irrespective of whether such parties have notice thereof. Section 5.2. Nature of the Obligations. The obligations of the Obligor hereunder, under the Fee Agreement and under the Revolving Note are special limited obligations of the Obligor payable solely from the Available Revenues, the proceeds from the sale of any Sales Tax Debt or other obligations issued for the purpose of repaying or refunding any of the obligations of the Obligor hereunder and under the Revolving Note and, to the extent authorized by the Indenture, the proceeds of the Notes or amounts held in any of the funds or accounts established under the Indenture. -27- 350 SECTION 6. COVENANTS OF THE OBLIGOR So long as the Letter of Credit is outstanding and until all Obligations of the Obligor shall have been paid in full, the Obligor shall do the following: Section 6.1. Affirmative Covenants. (a) Reports, Certificates and Other Information. The Obligor will furnish or cause to be furnished to the Bank: (i) As soon as available and in any event within [270] days after the end of each Fiscal Year of the Obligor, a copy of the followingfinancial statements for the Fiscal Year then ended which collectively comprise the Obligor's basic financial statements: the government -wide statement of net assets and statement of activities and the governmental funds balance sheet and statement of revenues, expenditures and changes in fund balance, together with the required reconciliations from the fund financial statements to the government -wide statements, and the statement of fiduciary net assets for the Obligor's agency fund accompanied by all required notes to the financial statements, certified by a firm of independent certified public accountants of recognized standing selected by the Obligor (which certification shall contain no qualification unsatisfactory to the Bank), together with a certificate of such accountants stating that, in connection with such audit, nothing came to such accountant's attention that caused him/her to believe that the Commission failed to comply with the terms, covenants, provisions, or conditions of Section 6.2(g) or Section 6.2(1), insofar as they relate to accounting matters, or, if any such failure exists, specifying the nature and period of existence thereof; (ii) Promptly after adoption thereof and in any event within 90 days after the beginning of each Fiscal Year, a copy of the final budget of the Obligor for each Fiscal Year during the term of this Agreement; (iii) Within 30 days following a request by the Bank, any other relevant financial information as may be so requested by the Bank; (iv) Promptly upon completion thereof, a copy of any other non -routine, periodic or special reports relating to the financial condition of the Obligor and copies of any material adverse notice or other material adverse communications received by the Obligor from any governmental authority; (v) Promptly upon obtaining knowledge of any condition or event which constitutes an Event of Default, notice of such condition or event, and within ten days thereafter, a certificate signed by an Authorized Representative of the Obligor specifying in reasonable detail the nature and period of existence thereof and what action the. Obligor has taken or proposes to take with respect thereto; -28- 351 • (vi) Promptly, and in any event within fifteen (15) days, after the posting thereof, notice of the posting on EMMA of any preliminary or final offering memorandum or other disclosure documents prepared with respect to any Parity Debt, Senior Lien Obligations or any other Debt secured by or payable from Sales Tax Revenues; (vii) As promptly as practicable, written notice to the Bank of all material litigation filed against the Obligor and all proceedings before any court or governmental authority which relate to the Sales Tax Revenues, the Ordinance, the Sales Tax, this Agreement, the Letter of Credit, the Law, the Notes or any of the other Financing Documents, the Offering Memorandum or any Senior Lien Bond Indenture; (viii) Certified copies of any amendments or modifications to the Law or any other legislation which may adversely impact upon the Sales Tax Revenues or the Obligor's ability to perform its obligations under the Notes, the other Financing Documents, the Offering Memorandum or the Preliminary Offering Memorandum; (ix) Written notice as soon as possible after receiving the same (1) the filing of a complaint against the Obligor in any court or administrative agency, where the amount claimed is in excess of Ten Million Dollars ($10,000,000), (2) the filing of any action or the occurrence of any activity which would could lead to an initiative or referendum which could annul, amend, modify or replace the Law or which could lead to the diminution or reallocation of the Available Revenues, the Sales Tax Revenues or any portion thereof or (3) any other event which, in the reasonable judgment of the Obligor, is likely to have a material adverse effect on the financial condition or operations of the Obligor or affect the ability of the Obligor to perform its obligations under the Notes, this Agreement or under any other Financing Document; (x) Notice of any resignation of the Issuing and Paying Agent or either Dealer immediately upon receiving such resignation; and (xi) Such other information regarding the business, affairs and financial condition of the Obligor as the Bank may from time to time reasonably request. (b) Maintenance of Books and Records. The Obligor will keep proper books of records and accounts in which full, true and correct entries in accordance with GAAP will be made of all dealings or transactions in relation to its business and activities. (c) Access to Books and Records; Request for Additional Information. The Obligor will permit any representative designated by the Bank to visit any of the offices of the Obligor to examine the books and financial records, including minutes of meetings of the Board of the Obligor, or any relevant governmental committees or agencies, and make copies thereof or extracts therefrom, and to discuss the affairs, finances and accounts of the Obligor with its principal officials, and shall provide such additional information concerning the Notes or the Obligor as the Bank may reasonably request, all at such reasonable times and as often as the Bank may reasonably request. The Bank agrees to maintain the confidentiality of all such books, -29- 352 records and information regarding the Obligor; provided, however, that the Bank shall not be precluded from disclosing such information or the contents of such books and records to the extent required by statute, rule, regulation or judicial process or upon the lawful demand of any court or agency having jurisdiction over the Bank or any Participant. (d) Compliance with Documents. The Obligor agrees that it will perform and comply with each and every covenant and agreement required to be performed or observed by it in the other Financing Documents, which provisions, as well as related defined terms contained therein, are hereby incorporated by reference herein with the same effect as if each and every such provision were set forth herein in its entirety all of which shall be deemed to be made for the benefit of th.e Bank and shall be enforceable against the Obligor. To the extent that any such incorporated provision permits the Obligor, the Issuing and Paying Agent or the holders of one or more Notes to waive compliance with such provision or requires that a document, opinion or other instrument or any event or condition be acceptable or satisfactory to the Obligor, the Issuing and Paying Agent or the holders of one or more Notes, for purposes of this Agreement, then such provision shall not be complied with only if it is specifically waived by the Bank in writing and such document, opinion or other instrument and such event or condition shall be acceptable or satisfactory only if it is acceptable or satisfactory to the Bank which shall only be evidenced by the Bank's written approval of the same. No termination or amendment to such covenants and agreements or defined terms or release of the Obligor with respect thereto made pursuant to the other Financing Documents shall be effective to terminate or amend such covenants and agreements and defined terms or release of the Obligor with respect thereto as incorporated by reference herein without the prior written consent of the Bank. Notwithstanding any termination or expiration of any such Financing Document, the Obligor shall continue to observe the covenants therein contained for the benefit of the Bank until the termination of this Agreement. All such incorporated covenants shall be in addition to the express covenants contained herein and shall not be limited by the express covenants contained herein nor shall such incorporated covenants be a limitation on the express covenants contained herein. (e) Further Assurances. From time to time hereafter, the Obligor will execute and deliver such additional instruments, certificates or documents, and will take all such actions as the Bank may reasonably request and are necessary for the purposes of implementing or effectuating the provisions of this Agreement and each of the other Financing Documents or for the purpose of more fully perfecting or renewing the Bank's rights with respect to the rights, properties or assets subject to such documents (or with respect to any additions thereto or replacements or proceeds thereof or with respect to any other property or assets hereafter acquired by the Obligor which may be deemed to be a part thereof) pursuant hereto or thereto. Upon the exercise by the Bank of any power, right, privilege or remedy pursuant to this Agreement and each of the other Financing Documents which requires any consent, approval, registration, qualification or authorization of any governmental authority or instrumentality, the Obligor will, to the extent permitted by law, execute and deliver all necessary applications, certifications, instruments and other documents and papers that the Bank may be required to obtain for such governmental consent, approval, registration, qualification or authorization. (0 Maintenance of Existence. The Obligor shall (i) preserve and maintain its existence as a public agency organized and existing under the laws of the State, and its rights, franchises -30- • 353 • and privileges material to the conduct of its business, and (ii) not liquidate or dissolve, or sell or lease or otherwise transfer or dispose of all or any substantial part of its property, assets or business, or combine, merge or consolidate with or into any other entity. (g) Licenses, Permits, Etc. The Obligor will take all necessary and appropriate action to ensure the continuance in force of all material consents, licenses, permits, orders, decrees, approvals, authorizations, registrations and filings obtained or made in connection with this Agreement, the Notes or the other Financing Documents or necessary to authorize the adoption or the execution, delivery and performance by the Obligor of this Agreement, the other Financing Documents and all other agreements to be delivered in connection with any thereof. (h) Sources of Payments. The Obligor shall make, or cause to be made, such payments from the sources and in the manner provided in the Indenture as are necessary to provide for the payment of the principal and interest with respect to the Obligations and the Notes when due and to pay any and all other amounts when due hereunder. (1) Preservation of Pledge. The Obligor shall take any and all actions necessary or reasonably requested by the Bank to maintain the pledges and security interests described in Section 5 hereof. (j) Taxes and Liabilities. The Obligor shall pay, or cause to be paid, all its Debt and other obligations promptly and in accordance with their terms and pay and discharge or cause to be paid and discharged promptly all taxes, assessments and governmental charges or levies imposed upon it or upon its income and profits, or upon any of its property, real, personal or mixed, or upon any part thereof, before the same shall become in default, which default could have an adverse effect on the ability of the Obligor to satisfy its obligations under this Agreement or under any other Financing Document; provided that the Obligor shall have the right to defer payment or performance of obligations to Persons other than the Bank so long as it is contesting in good faith the validity of such obligations by appropriate legal action and no final order or judgment has been entered with respect to such obligations. (k) Invalidity. In the event this Agreement, the Fee Agreement, the Letter of Credit, the Notes or the Indenture or any provision thereof is declared null and void or ceases to be valid and binding on the Obligor, as determined in a final judgment rendered by a court of competent jurisdiction, and such event, in the judgment of the Bank, would or could adversely affect or reduce the amount that otherwise would be paid to the Bank when due under this Agreement or the Fee Agreement or otherwise affect the security of the Bank, the Obligor will immediately take all necessary actions, including, if required, the authorization, execution and delivery of any additional or substitute indentures, trust agreements, resolutions or other agreements and the appointment of any additional or substitute trustee, to ensure that all payments required to be paid under the Indenture and this Agreement are paid when due. (1) Compliance with Laws and Other Obligations. The Obligor will comply with all applicable laws, rules, regulations, orders and directions of any governmental authority, including, but not limited to, rules, regulations, orders and directions and the Obligor's investment policy and guidelines, and all agreements and obligations binding on the Obligor, -31- 354 noncompliance with which would have a material adverse effect on the Obligor, its financial condition, assets, or ability to satisfy its obligations under this Agreement and the other Financing Documents to which the Obligor is a party, provided that the Obligor may in good faith contest such laws, rules, regulations, orders and directions and the applicability thereof to the Obligor. (m) Replacement of Bank. In the event the Bank elects not to extend the Stated Expiration Date pursuant to Section 2.1(a) hereof, the Obligor agrees to use its best efforts to substitute an Alternate Credit Facility for the Bank or refund, repay or otherwise defease all outstanding Notes and all Obligations hereunder, under the Fee Agreement and the Revolving Note, other than any Term Loan not otherwise then due and payable, on or prior to the Stated Expiration Date. In addition, the Obligor agrees that in connection with it obtaining an Alternate Credit Facility to replace the Letter of Credit, such Alternate Credit Facility shall provide for repayment to the Bank of any Advance and Term Loan, or the Obligor will otherwise provide available funds to refund, repay or otherwise defease all installments of any Advance and Term Loan, on or prior to the date due and in accordance with Section 2.4(e) hereof, and to pay all other Obligations hereunder and under the Revolving Note on the date due. (n) Transfer of Available Revenues. The Obligor shall cause all Senior Lien Bond Indentures to provide, so long as the Letter of Credit is in effect or any Obligations outstanding, that the Senior Lien Trustee shall forward any and all Available Revenues directly to the Trustee for disbursement pursuant to the Indenture. (o) Changes to Law. The Obligor shall vigorously oppose any rescission of or amendment to or any other action under or in connection with the Sales Tax Revenues (including, without limitation, any modification of the Law) which would or could materially reduce the amount of the Sales Tax Revenues or the allocation of the Available Revenues to the payment of the Notes or the Obligations of the Obligor hereunder or which would or could in any manner materially impair or adversely affect the rights of the Obligor to any or all of the Revenues or to the security of the Bank. (p) Senior Lien Ratings.. The Obligor shall maintain long term unenhanced ratings of the Senior Lien Obligations, if any, from any two of Moody's, S&P or Fitch. (q) Most Favored Nations. In the event that the Obligor has or shall, directly or indirectly, enter into or otherwise consent to any credit agreement, bond purchase agreement, liquidity agreement or other agreement or instrument (or any amendment, supplement or modification thereto) (each such agreement referred to herein as a "Bank Agreement ") under which, directly or indirectly, any Person or Persons (each a "Provider") undertake(s) to make or provide funds to make payment of, or to purchase or provide liquidity support or credit enhancement for any Debt of the Obligor secured by or payable from the Revenues on a basis that is on parity with the Notes, which such Bank Agreement provides such Provider with more restrictive covenants, additional or different events of default and/or greater rights and remedies than are provided to the Bank in this Agreement (each such term or provision referred to herein as a "More Favorable Term"), the Obligor shall provide the Bank with a copy of each such Bank Agreement and such More Favorable Term shall automatically be deemed to be -32- • 355 • • incorporated into this Agreement and the Bank shall have the benefits of such More Favorable Term as if specifically set forth herein. Upon the request of the Bank, the Obligor shall promptly enter into an amendment to this Agreement to include such More Favorable Term (provided that the Bank shall maintain the benefit of such More Favorable Term even if the Obligor fails to enter into such amendment). (r) Issuing and Paying Agent and Dealer. The Obligor shall at all times maintain an Issuing and Paying Agent and Dealer reasonably acceptable to the Bank. The Obligor agrees to cause the Dealer to use its best efforts to sell Notes up to the maximum rate applicable to Notes in order to repay maturing Notes. If any Advance remains outstanding for a period of thirty (30) consecutive calendar days or the Dealer fails to perform its duties under the Dealer Agreement, at the written direction of the Bank, the Obligor shall cause the related Dealer (that has been unable to sell rollover Commercial Paper Notes or fails to perform its duties) to be replaced with a Dealer reasonably satisfactory to the Bank within thirty (30) calendar days of the receipt of such written direction. Any Dealer Agreement with a successor Dealer shall provide that such dealer may resign upon at least sixty (60) days' prior written notice to the Obligor, the Issuing and Paying Agent and the Bank. (s) Sovereign Immunity. To the extent that the Obligor has or hereafter may acquire under any applicable law any right to immunity from set-off or legal proceedings, on the grounds of sovereign immunity or any other similar doctrine, the Obligor hereby irrevocably waives, to the full extent permitted by law, such rights to immunity for itself in respect of any claims arising under or related to this Agreement or any other Financing Document. (t) Bonding Capacity. The Obligor shall at all times maintain the ability under the Indenture and the Senior Lien Indenture to issue long-term bonded indebtedness secured by Sales Tax Revenues in an amount at least equal to the sum of (i) the aggregate principal amount of the Notes and Series B Notes authorized under the Indenture, plus (ii) the aggregate amount of accrued interest to maturity on all Notes and Series B Notes, plus (iii) any other obligations (other than with respect to principal and interest on Notes and Series B Notes) owing to any credit enhancer or liquidity provider on the Notes and Series B Notes. Section 6.2. Negative Covenants. So long as the Letter of Credit is outstanding and until all of the Obligations of the Obligor to the Bank shall have been paid in full, the Obligor shall not do any of the following, without the prior written consent of the Bank: (a) Removal of Issuing and Paying Agent or Dealer. Cause the removal of the Trustee, the Issuing and Paying Agent or the Dealer or the appointment of successors thereto without the prior written consent of the Bank (such consent not to be unreasonably withheld); (b) Actions. Take any action, or cause the Trustee, Issuing and Paying Agent or the Dealer to take any action, under the Financing Documents inconsistent with the rights of the Bank under this Agreement, subject to the provisions of the Indenture including, without limitation, its obligations to make payments to the Bank; -33- 356 (c) income Tax Status. Take any action, or omit to take any action under present or future laws, rules, regulations or official interpretations thereof, including, without limitation, making payments to the United States, restricting yield on investments, and making necessary filings, which, if taken or omitted, would cause interest on the Notes to become includable in the gross income of the owners thereof for federal income tax purposes; (d) Violate Any Law. Violate any law, rule, regulation, or governmental order to which the Obligor is subject (including but not limited to any rule, regulation or governmental order to which the Obligor is subject, and the Obligor's investment policy and guidelines), which violation could materially and adversely affect its financial condition, business or results of operations or its ability to perform its obligations under this Agreement, the Notes or any other Financing Document; (e) Offering Memorandum; Use of Bank's Name. (i) Permit the marketing of the Notes pursuant to any Offering Memorandum unless the Bank shall have approved in writing of the description of the Bank contained in such Offering Memorandum, and (ii) include in an offering document for the Notes any information concerning the Bank (other than identifying the Bank as a party to this Agreement and the issuer of the Letter of Credit) that is not supplied in writing, or otherwise consented to in writing, by the Bank expressly for inclusion therein; (f) Amendments. Consent or agree to or permit any rescission of or amendment to or otherwise take any action under or in connection with Financing Documents or the Sales Tax Revenues (including, without limitation, consenting or agreeing to any modification of Financing Documents, the Act, the Sales Tax Law or any other law affecting such Sales Tax Revenues) which would or could reduce the amount of the Sales Tax Revenues or the allocation of the Available Revenues to the payment of the Notes or the Obligations of the Obligor hereunder or under the Fee Agreement or under the other Finance Documents or which would or could in any manner impair or adversely affect the rights, interests, security or remedy of the Bank hereunder or under any Financing Document, or the rights of the Obligor to any or all of the Revenues or to the security of the Bank or agree to any amendment or supplement of the Indenture whatsoever; provided, however, the foregoing covenant shall not prohibit the issuance of Senior Lien Obligations, Additional Commercial Paper or Parity Debt in accordance with the Indenture; (g) No Liens. Create or suffer to be created any pledge of or Lien on the Revenues or any of the funds pledged to the Bank pursuant to Section 5.1 hereof, other than the pledge and Lien provided for in any Senior Lien Bond Indenture, in the Indenture and in this Agreement, and the Obligor will take all actions and do all things necessary to maintain the pledge of and the Lien on the Revenues and such funds, provided that the Obligor may create or suffer to be created any pledge of or Lien on the Revenues and such funds as contemplated by such documents on the date hereof, provided that after giving effect to such pledge or Lien, the Obligor would not otherwise be in default of this Agreement. -34- • 357 • • (h) Expenditure of Money. Expend or cause to be expended the proceeds of any Advance for any purpose other than to pay the principal of and interest on Notes on their respective maturity dates or expend or cause to be expended the proceeds of the Notes for any purpose other than for payment of the costs of the Project, the payment of amounts owed to the Bank under this Agreement or the payment of the principal of and interest on Notes; (i) Permitted Investments. Invest any moneys in any of the funds established under the Indenture or the Issuing and Paying Agent Agreement in any investments other than investments permitted pursuant to the terms of the Indenture; (j) Investment Practices. Deviate from the investment policies of the Obligor or from the provisions of the Government Code of the State, as in effect from time to time; (k) Issuance of Notes. Instruct the Issuing and Paying Agent to authenticate or deliver any Note if, immediately after the authentication and delivery of, and receipt of payment for, such Note, the aggregate principal amount of Notes then to be Outstanding under the Indenture plus, if applicable, interest on such Notes to their stated maturity dates, would exceed the Stated Amount; or instruct the Issuing and Paying Agent to authenticate or deliver any Note if the Issuance and Paying Agent has received a No - Issuance Notice or a Final Drawing Notice, unless and until such No -Issuance Notice is rescinded; (1) Additional Sales Tax Debt. Issue or incur any additional Sales Tax Debt other than in accordance with the Indenture and the Senior Lien Indenture; provided, however, that on or prior to the date on which any bonds, securities or other Debts are issued in connection with the Route 91 toll road pursuant to Resolution No. 10-260, the Obligor will either (i) cause all of the outstanding Notes supported by the Letter of Credit to mature, terminate the Letter of Credit and pay in full all Obligations due and owing under this Agreement and the Fee Agreement or (ii) cause an Alternate Credit Facility to be issued in support of the Notes in full substitution for the Letter of Credit and pay in full all Obligations due and owing under this Agreement and the Fee Agreement. (m) Swap Termination Payments. Enter into any Swap Contract unless any and all termination payments that may become owing by the Obligor thereunder shall be subordinate to the Reimbursement Obligations payable to the Bank hereunder and under the Fee Agreement. The Obligor shall not permit any Lien on any portion of the Revenues securing any swap termination payments to be pari passu with or senior to the Lien on the Revenues created pursuant to the Indenture, the Issuing and Paying Agent Agreement or this Agreement to secure the payment of the principal of and interest on the Notes, the Revolving Note, Advances, Term Loans and other Reimbursement Obligations; or -35- 358 (n) Alternate Credit Facility. The Obligor shall not permit an Alternate Credit Facility to become effective with respect to less than all of the Notes without the prior written consent of the Bank. (o) No portion of the proceeds of any drawings under the Letter of Credit or Advances hereunder shall be used by the Obligor (or the Issuing and Paying Agent or any other Person on behalf of the Obligor) for the purpose of "purchasing" or "carrying" any margin stock or used in any manner which might cause the borrowing or the application of such proceeds to violate Regulation U of the Board of Governors of the Federal Reserve System or any other regulation of the Obligor or to violate the Securities Exchange Act of 1934, as amended, in each case as in effect on the date or dates of such Drawings or Advances and such use of proceeds. SECTION 7. EVENTS OF DEFAULT if any of the following Events of Default shall occur and be continuing: (a) The Obligor shall fail to pay, or cause to be paid, when due (i) the principal of or interest on any Reimbursement Obligation or (ii) any other amount payable hereunder or under the Fee Agreement, and such default shall continue unremedied for five (5) Business Days; or (b) The issuance of any Notes shall result in a violation by the Obligor of any law, rule or regulation, or any order of any court, governmental agency or regulatory body, or any indenture or loan or credit agreement (including this Agreement), or any other agreement or instrument, applicable to the Obligor or to such issuance; or (c) An "event of default" shall occur and be continuing under any other Financing Documents or any Senior Lien Bond indenture and the expiration of any applicable grace period shall have occurred; or (d) The Obligor shall default in the performance of any term, covenant or agreement contained in Section 6.1(0 (h), (1), (n), (p), (s) or 6.2 hereof or the condition set forth in Section 3.2 hereof; or (e) The Obligor shall default in the performance of any other covenant or agreement contained in this Agreement and such default shall continue for 30 days after the earlier of (i) written notice of such default shall have been given to the Obligor by the Bank and (ii) the Obligor has actual knowledge of such default; or (f) Any representation or warranty on the part of the Obligor contained in this Agreement or in any other Financing Document or in any certificate, letter or other writing or instrument furnished or delivered by the Obligor to the Bank pursuant hereto or thereto or in connection herewith or therewith, shall at any time prove to have been incorrect or incomplete in any material respect when made or when effective or when reaffirmed, as the case may be; or -36- • • 359 • • (g) Any provision of this Agreement, any of the other Financing Documents or any Senior Lien Indenture shall at any time for any reason cease to be valid and binding on the related obligor thereunder or shall be declared to be null and void by any court or governmental authority or agency having jurisdiction over the Obligor, or the validity or the enforceability thereof shall be contested by the Obligor or any Governmental Authority of competent jurisdiction or the Obligor shall deny that it has any or further liability under this Agreement, the Fee Agreement or any other Financing Document; or (h) The Obligor shall default in the payment of principal of or interest on any Debt of the Obligor payable from or secured by Sales Tax Revenues outstanding in a principal amount of $500,000 or more, and the continuance of such default beyond any applicable grace period, if any, provided in the instrument under which such Debt was created; or (i) Any event or condition shall occur which results in the acceleration of the maturity, mandatory tender (provided that Debt immediately remarketed to persons unrelated to the Obligor upon such mandatory tender shall not be considered a mandatory tender for purposes of this section) or redemption of any Debt of the Obligor payable from or secured by Sales Tax Revenues or Guarantee thereof of the Obligor outstanding in a principal amount of $500,000 or more, or enables the holder of such Debt of the Obligor payable from or secured by Sales Tax Revenues or Guarantee thereof or any Person acting on such holder's behalf to accelerate the maturity thereof or demand purchase or redemption thereof (whether or not such Debt is accelerated, purchased or redeemed) or with the giving of notice or lapse of time or both would enable the holder of such Debt of the Obligor payable from or secured by Sales Tax Revenues or Guarantee thereof or any Person acting on such holder's behalf to accelerate the maturity thereof or require the purchase or redemption thereof (whether or not such Debt is accelerated, purchased or redeemed); or (j) Any funds on deposit in, or otherwise to the credit of, any funds or accounts established under the Indenture shall become subject to any writ, judgment, warrant or attachment, execution or similar process; or (k) (i) The Obligor shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it or seeking to adjudicate it insolvent or a bankrupt or seeking reorganization, arrangement, adjustment, winding -up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian or other similar official for itself or for any substantial part of its property, or the Obligor shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against the Obligor any case, proceeding or other action of a nature referred to in clause (i) and the same shall remain undismissed for a period of 30 days; or (iii) there shall be commenced against the Obligor any case, proceeding or other action seeking issuance of a warrant of attachment, execution, -37- 360 distraint or similar process against all or any substantial part of its property which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal, within 60 days from the entry thereof; or (iv) the Obligor shall take action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii) or (iii) above; or (v) the Obligor shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due or shall repudiate or declare a moratorium on the payment of its debts; or (1) A final non -appealable judgment or order by a court of competent jurisdiction shall be rendered against the Obligor for the payment of money in excess of $10,000,000 not covered by insurance, and such judgment shall not be satisfied for a period of thirty (30) days; or (m) S&P shall have assigned a rating to any long-term unenhanced Sales Tax Debt of the Obligor below "A3" or suspended or withdrawn such rating for credit related reasons or Moody's shall have assigned a rating to any long-term Sales Tax Debt of the Obligor below "A-," or suspended or withdrawn such rating for credit related reasons; or (n) The Obligor shall fail to preserve the pledge made in Section 5 hereof or in the Indenture or any legislation is enacted, repealed, reenacted, amended or otherwise modified, and such repeal, reenactment, amendment, modification or enactment, in the sole opinion of the Bank, dilutes or eliminates the pledge of or security interest of the Bank granted in such Section 5 hereof or in the Indenture; or (o) A change occurs in the financial or operating conditions of the Obligor, the ratings on the Obligor, or in the rules or regulations to which the Obligor is subject (or in the interpretation or administration thereof), that, in the Bank's reasonable judgment, has a materially adverse effect on the ability of the Obligor to perform its obligations hereunder or under the Financing Documents, and the Obligor fails to cure such condition within six (6) months after receipt by the Obligor of written notice thereof from the Bank; or (p) Any rescission of or amendment to or any other action under or in connection with the Sales Tax Revenues (including, without limitation, any modification of the Law) which would or could materially reduce the amount of the Sales Tax Revenues or the allocation of the Available Revenues to the payment of the Notes or the Obligations of the Obligor hereunder or which would or could in any manner materially impair or adversely affect the rights of the Obligor to any or all of the Revenues or to the security of the Bank; or (q) A moratorium shall have been declared or announced by the Obligor or any Governmental Authority with respect to any Debt of the Obligor secured by or payable from Sales Tax Revenues senior to or on a parity with the Notes; or (r) The dissolution or termination of the existence of the Obligor; -38- 361 • • • then, and in any such event, the Bank may, at the same or different times, so long as such Event of Default shall not have been remedied to the sole satisfaction of the Bank, take one or more of the following actions: (i) exercise all of the rights and remedies available to the Bank under this Agreement, any other Financing Document, any applicable law or at equity; (ii) reduce the Stated Amount of the Letter of Credit to the principal amount of Notes Outstanding (and, if applicable, interest on the Notes to their stated maturity dates) and instruct the Obligor and the Issuing and Paying Agent to immediately cease issuing, delivering and selling additional Notes by delivering to the Obligor and the Issuing and Paying Agent a Notice of No Issuance; (iii) reduce the Stated Amount of the Letter of Credit to the principal amount of Notes Outstanding (and, if applicable, interest on the Notes to their stated maturity dates), instruct the Obligor and the Issuing and Paying Agent to immediately cease issuing, delivering and selling additional Notes, instruct the Issuing and Paying Agent to make a final drawing under the Letter of Credit in accordance with its terms, by delivering a Final Drawing Notice (the effect of which shall be to cause the Letter of Credit Expiration Date to occur on the 15th day after the date of receipt thereof by the Issuing and Paying Agent) and (iv) by notice to the Obligor, declare all Obligations payable by the Obligor under the Revolving Note, this Agreement and the Fee Agreement including, without limitation, any and all unpaid Advances or Term Loans to be immediately due and payable (and the same shall upon such notice become immediately due and payable), in each case without any presentment, demand, protest or other notice or formality of any kind (all of which are hereby expressly waived by the Obligor to the extent allowed by law); provided, however, that if any event specified in clause (k) of this Section 7 occurs, the consequences of the Bank's notice described in clauses (ii), (iii) and (iv) above shall result automatically upon the occurrence of such event without notice from the Bank. No remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or any Financing Document, or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default, omission or failure of performance hereunder shall impair any such right or power or shall be construed to be a waiver thereof, but any such right or power may be exercised from time to time and as often as may be deemed expedient. In order to exercise any remedy reserved to the Bank in this Agreement, it shall not be expressly required. In the event any provision contained in this Agreement should be breached by any party and thereafter duly waived in accordance herewith, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder. No waiver, amendment, relief or modification of this Agreement shall be established by conduct, custom or course of dealing, but solely by an instrument in writing duly executed by the parties thereto duly authorized by this Agreement. No notice to or demand on the Obligor in any case shall entitle the Obligor to any other or further notice or demand in similar or other circumstances or constitute a waiver of the right of the Bank to any other or further action in any circumstances without notice or demand. SECTION 8. MISCELLANEOUS Section 8.1. Amendments, Etc. No amendment, modification or waiver of any provision of this Agreement nor consent to any departure by the parties hereto shall in any event be -39- 362 effective unless the same shall be in writing and signed by such parties, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Section 8.2. Addresses for Notices; Payments to the Bank. All notices and other communications provided for hereunder shall be in writing and mailed or delivered to the applicable party at the addresses indicated below: if to the Obligor by U.S. Postal Service: Riverside County Transportation Commission P.O. Box 12008 Riverside, California 92502 Attention: Executive Director and Chief Financial Officer Telephone: (951) 787-7141 Facsimile: (951) 787-7920 If to the Obligor by other carrier: Riverside County Transportation Commission 4080 Lemon Street, 3`d Floor Riverside, California 92501 Attention: Executive Director and Chief Financial Officer Telephone: (951) 787-7141 Facsimile: (951) 787-7920 If to the Bank, with respect to credit matters: The Bank of Tokyo -Mitsubishi UFJ, Ltd., acting through its New York Branch Attention: Telephone: Facsimile: If to the Issuing and Paying Agent: [U.S. Bank Trust National Association 100 Wall Street, 16th floor New York, NY 10005 Attention: Millie Rolla Telephone: ( ) Facsimile: ( ) -40- • • 363 • • • If to the Dealer: Attention: Telephone: ( ) Facsimile: ( ) or as to each party at such other address as shall be designated by such party in a written notice to the other party. All such notices and other communications shall, when mailed certified or registered mail, be effective three days after the date of deposit in the mail, addressed as aforesaid. Section 8.3. No Waiver; Remedies. No failure on the part of the Bank to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other further exercise thereof or the exercise of any other right. No notice to or demand on the Obligor in any case shall entitle the Obligor to any other or further notice or demand in the same, similar or other circumstances. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. Section 8.4. Indemnification. To the extent permitted by law, the Obligor hereby indemnifies and holds harmless the Bank from and against any and all claims, damages, losses, liabilities, costs or expenses whatsoever (including, without limitation, the fees and expenses of counsel) which the Bank may incur or suffer (or which may be claimed against the Bank by any Person or entity whatsoever) by reason of or in connection with the offering and sale of the Notes (including, without limitation, by reason of any inaccuracy in any material respect, or any untrue statement or alleged untrue statement of any material fact, contained in the Offering Memorandum or any amendment or supplement thereto, or by reason of the omission or alleged omission to state therein a material fact necessary to make such statements, in the light of the circumstances under which they were made, not misleading), the execution and delivery of this Agreement, the Letter of Credit, any other Financing Document or the transfer of the Letter of Credit, or payment or failure to pay under the Letter of Credit, or any impairment or potential impairment of the Sales Tax; provided, however, that the Obligor shall not be required to indemnify the. Bank for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (a) the willful misconduct or gross negligence of the Bank in determining whether a certificate presented under the Letter of Credit complied with the terms of the Letter of Credit or (b) the Bank's willful failure or gross negligence in failing to pay under the Letter of Credit after the proper presentation to it by the Issuing and Paying Agent of a certificate strictly complying with the terms and conditions of the Letter of Credit; provided further, that in the case of any action or proceeding alleging an inaccuracy in a material respect, or an untrue statement, with respect to information supplied in writing by the Bank contained in the Offering Memorandum (the "Bank Information"), if, in any such action or proceeding, it is finally determined that the Bank was liable in providing Bank Information which contained an inaccuracy in any material respect or an untrue statement of a material fact, then the Obligor -41- 364 shall not be required to indemnify the Bank pursuant to this Section for any claims, damages, losses, liabilities, costs or expenses to the extent caused by such inaccuracy or untrue statement. Nothing in this Section 8.4 is intended to limit any other obligations of the Obligor contained in Section 2 hereof. The provisions of this Section 8.4 shall survive the termination of this Agreement and payment of the Obligations. Section 8.5. Survival of this Agreement. All covenants, agreements, representations and warranties made in this Agreement shall survive the issuance by the Bank of the Letter of Credit and shall continue in full force and effect so long as the Letter of Credit shall be unexpired or any sums drawn or due thereunder or any other Obligations shall be outstanding and unpaid, including but not limited to the Term Loan, regardless of any investigation made by any person and so long as any amount payable hereunder remains unpaid. Whenever in this Agreement the Bank is referred to, such reference shall be deemed to include the successors and assigns of the Bank and all covenants, promises and agreements by or on behalf of the Obligor which are contained in this Agreement shall inure to the benefit of the successors and assigns of the Bank. The rights and duties of the Obligor, however, may not be assigned or transferred, except as specifically provided in this Agreement or with the prior written consent of the Bank, and all obligations of the Obligor hereunder shall continue in full force and effect notwithstanding any assignment by the Obligor of any of its rights or obligations under any of the Financing Documents or this Agreement or any entering into, or consent by the Obligor to, any supplement or amendment to, or termination of, any of the Related Documents or this Agreement. Section 8.6. Fees and Expenses. The Obligor shall pay or cause to be paid, any and all fees and expenses, including taxes and recording costs or charges, if any, payable or incurred by the Bank in connection with the execution and delivery of the Financing Documents (including the fees and expenses of counsel to the Bank). In addition, the Obligor shall pay or cause to be paid, any and all fees and expenses, including taxes and recording costs or charges, if any, payable or incurred by the Bank subsequent to the Date of Issuance in connection with the performance, administration, interpretation and enforcement of the Financing Documents, and any amendments, modifications, supplements, consents and waivers with respect thereto, and agrees to save the Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such fees, expenses, taxes, costs and charges, if any, provided that the Bank agrees promptly to notify the Obligor of any such fees, expenses and taxes, if any. Section 8.7. Severability. Any provision of this Agreement and the Fee Agreement which is prohibited, unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be' ineffective to the extent of such prohibition, unenforceability or non - authorization without invalidating the remaining provisions hereof or affecting the validity, enforceability or legality of such provision in any other jurisdiction. Section 8.8. GOVERNING LAW; JURISDICTION; OTHER MATTERS. (A) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK; PROVIDED, HOWEVER, THAT THE OBLIGATIONS OF THE OBLIGOR HEREUNDER SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA. -42- 365 (B) SUBMISSION TO JURISDICTION. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT OF THE STATE OF NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER FINANCING DOCUMENT SHALL AFFECT ANY RIGHT THAT THE BANK MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING DOCUMENT AGAINST THE OBLIGOR OR ANY OTHER PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. (C) WAIVER OF VENUE. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. (D) THE PARTIES HERETO FURTHER IRREVOCABLY CONSENT TO THE SERVICE OF PROCESS IN ANY ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH PARTY AT ITS ADDRESS SET FORTH IN SECTION 8.2 HEREOF, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE PARTIES HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. Section 8.9. Participants. The Bank shall have the right to grant participations from time to time (to be evidenced by one or more Participation Agreements or certificates of participation) in this Agreement, the Fee Agreement and the Letter of Credit to one or more other Persons, provided that the grant of any such participation shall not terminate or otherwise affect any obligation of the Bank hereunder. Each Person purchasing such a participation shall in the discretion of the Bank have all rights of the Bank hereunder to the extent of the participation purchased. In connection with the granting of participations, the Bank may disclose to any proposed Participant any information that the Obligor delivers or discloses pursuant to this Agreement. The Bank shall give notice to the Obligor of any Person that is granted a participation pursuant to this Section 8.9. Section 8.10. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original but both or all of which, when taken -43- 366 together, shall constitute but one document, and shall become effective when copies hereof which, when taken together, bear the signatures of each of the parties hereto. Section 8.11. Certificates, Etc. In connection with the execution and delivery of this Agreement, the parties hereto may rely on any certificates delivered by or on behalf of each other respective party hereto as representations and warranties as to the matters therein certified. Section 8.12. Table of Contents; Headings. Table of Contents and section and subsection headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. Section 8.13. Integration. This Agreement is intended to be the final agreement between the parties hereto relating to the subject matter hereof and this Agreement and any agreement, document or instrument attached hereto or referred to herein shall supersede all oral negotiations and prior writings with respect to the subject matter hereof. Section 8.14. Waiver of Jury Trial; Judicial Reference. (a) Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Agreement, the Fee Agreement or any other Financing Document or the transactions contemplated hereby or thereby (whether based on contract, tort or any other theory). If and to the extent the foregoing waiver of the right to a jury trial is unenforceable for any reason, the parties hereto hereby consent to the adjudication of any and all claims pursuant to judicial reference as provided in California Code of Civil Procedure Section 638, and the judicial referee shall be empowered to determine any and all issues in such reference whether fact or law. Each party hereto acknowledges and represents that it and the other parties hereto have been induced to enter into this Agreement, the Fee Agreement and the other Financing Documents by, among other things, the mutual waivers and certifications in this Section, and that it has reviewed this waiver and consent, and knowingly and intentionally waives its jury trial rights and consents to judicial references following the opportunity to consult with legal counsel of its choice on such matters. In the event of litigation, a copy of this Agreement may be filed as a written consent to a trial by the court or to judicial reference under California Code of Civil Procedures Section 678 as provided herein. (b) To the extent permitted by law, the waivers made pursuant to this Section 8.14 shall be irrevocable and unmodifiable, whether in writing or orally, and shall be applicable to any subsequent amendments, renewals, supplements or modifications of this Agreement. In the event of litigation, this Agreement may, to the extent permitted by applicable law, be filed as a written consent to a trial by the court sitting without a jury. Section 8.15. Waiver of Rules of Construction. The Obligor hereby waives any and all provisions of law (including, without limitation, California Civil Code Section 1654) to the effect that an ambiguity in a contract or agreement should be interpreted against the party responsible for its drafting. -44- • • 367 • • Section 8.16. Assignment to Federal Reserve. The Bank may assign and pledge all or any portion of the Obligations owing to it to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank, provided that any payment in respect of such assigned Obligations made by the Obligor to the Bank in accordance with the terms of this Agreement shall satisfy the Obligor's obligations hereunder in respect of such assigned obligation to the extent of such payment. No such assignment shall release the Bank from its obligations hereunder. Section 8.17. Dealing with the Obligor, the Issuing and Paying Agent, and/or the Dealer. The Bank and its affiliates may accept deposits from, extend credit to and generally engage in any kind of banking, trust or other business with the Obligor, the Issuing and Paying Agent, and/or the Dealer regardless of the capacity of the Bank hereunder. Section 8.18. USA Patriot Act; Government Regulations. The Bank hereby notifies the Obligor that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the "Patriot Act"), the Bank is required to obtain, verify and record information that identifies the Obligor, which information includes the name and address of the Obligor and other information that will allow the Bank to identify the Obligor in accordance with the Patriot Act. The Obligor shall, promptly following a request by the Bank, provide all documentation and other information that the Bank reasonably requests in order to comply with its ongoing obligations under applicable law or regulation, including, without limitation, "know your customer" and anti -money laundering rules and regulations, including the Patriot Act, and shall comply with all applicable Bank Secrecy Act ("BSA ") laws and regulations, as amended. The Obligor hereby represents and warrants and covenants and agrees (a) that it is not and shall not be listed on the Specially Designated Nationals and Blocked Person List or other similar lists maintained by the Office of Foreign Assets Control ("OFAC"), the Department of the Treasury or included in any Executive Orders, that prohibits or limits the Bank from making any advance or extension of credit to the Obligor or from otherwise conducting business with the Obligor and (b) to ensure that the proceeds of the Commercial Paper Notes shall not be used to violate any of the foreign asset control regulations of OFAC or any enabling statute or Executive Order relating thereto. SECTION 8.19. ENTIRE AGREEMENT. THIS AGREEMENT AND THE FEE AGREEMENT TOGETHER WITH THE REVOLVING NOTE REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES HERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES HERETO. [Remainder of Page Left Blank] -45- 368 • IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first above written. RIVERSIDE COUNTY TRANSPORTATION COMMISSION By Name: Title: THE BANK OF TOKYO -MITSUBISHI UFJ, LTD., ACTING THROUGH ITS NEW YORK BRANCH By: Name: Title: [Signature Page to Reimbursement Agreement] 369 • EXHIBIT A IRREVOCABLE DIRECT DRAW LETTER OF CREDIT THE BANK OF TOKYO -MITSUBISHI UFJ, LTD., ACTING THROUGH ITS NEW YORK BRANCH March , 2012 U.S. $[60,750,0001 No. Irrevocable Direct Draw Letter of Credit No. Beneficiary: U.S. Bank Trust National Association, as Issuing and Paying Agent 100 Wall Street, 16th Floor New York, NY 10005 Ladies and Gentlemen: At the request and for the account of our customer, the Riverside County Transportation Commission (the "Obligor"), The Bank of Tokyo -Mitsubishi UFJ, Ltd., acting through its New York Branch (the "Bank") hereby establishes in your favor this Irrevocable Direct Pay Letter of Credit ("Letter of Credit") No. issued pursuant to the terms of the Reimbursement Agreement, dated as of March 1, 2012, by and between the Obligor and the Bank (as amended, supplemented or otherwise modified from time to time, the "Agreement"). This Letter of Credit is issued to you as Issuing and Paying Agent (the "Issuing and Paying Agent ") for the benefit of the holders of the Riverside County Transportation Commission Commercial Paper Notes (Limited Tax Bonds) Series A (the "Notes") issued pursuant to the Indenture, dated as of March 1, 2005 (the "Indenture"), between the Obligor and U.S. Bank Trust National Association, as trustee. Subject to the terms and conditions herein, this Letter of Credit authorizes you to draw on us in an amount not exceeding $[60,750,0001 (as such amount may be reduced and reinstated as provided herein, the "Stated Amount"). Subject to the other provisions of this Letter of Credit, you or any duly authorized successor Issuing and Paying Agent may obtain the funds available under this Letter of Credit by presentment to us of your sight draft or drafts drawn on The Bank of Tokyo -Mitsubishi UFJ, Ltd., acting through its New York Branch mentioning thereon our Letter of Credit No. . Each draft presented to us must be accompanied by a certification in the form of one or more of the Annexes attached hereto as set forth below. Your sight draft in the form of Annex H hereto accompanied by a certification to us in the form of (i) Annex A-1 hereto (with respect to the payment at maturity of the principal of and 370 interest on Notes issued in accordance with the indenture) or (ii) Annex A-2 hereto (with respect to the payment at maturity of the principal of and interest to maturity on Notes issued in accordance with the Indenture and that otherwise matures on or after the date that you receive notice from us in the form of Annex J hereto (the "Final Drawing Notice")) and, in any case, presented in full compliance with the terms and conditions of this Letter of Credit at or before 10:30 a.m. New York time, on a Business Day, will be honored by our payment to you of the draft amount in immediately available funds, no later than 2:30 p.m. New York time, on the same Business Day. If we receive your draft and the required Annex A-1 hereto or A-2, as applicable, in full compliance with the terms and conditions of this Letter of Credit after 10:30 a.m. New York time, on a Business Day, we shall honor your demand for payment no later than 2:30 p.m. New York time, on the date specified, but no earlier than the following Business Day. All payments made by the Bank under this Letter of Credit shall be made with the Bank's own funds in immediately available funds to the account designated in the Annex delivered to the Bank in connection the request for payment hereunder. Each draft presented for payment against this Letter of Credit and each accompanying certification must be dated the date of their presentation to us, and may be presented only on a Business Day. As used in this Letter of Credit, "Business Day" shall mean any day other than (i) a Saturday, Sunday or a day on which banking institutions in the State of California or the State of New York are authorized or obligated by law or executive order to be closed, (ii) a day on which the New York Stock Exchange is authorized or obligated by law or executive order to be closed and (iii) a day upon which commercial banks are authorized or obligated by law or executive order to be closed in the city in which demands for payment are to be presented under the Letter of Credit. Drafts must be marked conspicuously "Drawn under The Bank of Tokyo - Mitsubishi UFJ, Ltd., acting through its New York Branch Irrevocable Direct Draw Letter of Credit No. ." Subject to the foregoing and the further provisions of this Letter of Credit, a demand for payment under this Letter of Credit shall be made by you by facsimile at , or at any other office or facsimile number which may be designated by us by written notice delivered to you. Drafts and certificates may be presented to us in the form of a letter on your letterhead, signed by one of your authorized officers and transmitted by facsimile (facsimile number ( ) ). If a demand for payment made by you hereunder does not, in any instance, conform to the terms and conditions of this Letter of Credit, we shall use our best efforts to give you prompt notice that the purported demand was not effected in accordance with the terms and conditions of this Letter of Credit, stating the reasons therefor and that we are holding the relative documents at your disposal or are returning the same to you, as we may elect. Upon being notified that the purported demand was not effected in conformity with this Letter of Credit, you may attempt to correct any such nonconforming demand for payment if, and to the extent that, you as Issuing and Paying Agent are entitled (without regard to the provisions of this sentence) and able to do so. Upon our honoring any draft, the Stated Amount and the amount available to be drawn hereunder by you by a subsequent draft shall be automatically decreased by an amount equal to -2- • • 371 • • the amount of such draft. In connection therewith, the Stated Amount and the amounts from time to time available to be drawn by you hereunder by any draft (other than a draft resulting from the delivery of a Final Drawing Notice) shall be increased when and to the extent, but only when and to the extent: (i) of transfer by you to us on the date such drawing is honored of proceeds of new Notes issued on such date or other funds furnished by or on behalf of the Obligor to us for such purpose, in either case in an aggregate amount equal to the amount of proceeds or funds actually received by us, or upon written notice from us to you that we have been reimbursed by or on behalf of the Obligor for any amount drawn hereunder by any draft and (ii) you have not received from us a Notice of No Issuance in the manner described in the next paragraph or a Final Drawing Notice. In the event that the Bank receives reimbursement from or on behalf of the Obligor, the Bank will deliver to you a Notice of Reinstatement substantially in the form attached hereto as Annex M within 10 Business Days following the Bank's receipt of the reimbursement. In the event that the Bank delivers to you a Notice of No Issuance substantially in the form of Annex F attached hereto or a Final Drawing Notice to the effect that an Event of Default has occurred under the Reimbursement Agreement, you will use your best efforts to implement such Notice of No Issuance or Final Drawing Notice immediately but in any case no later than one hour following your receipt thereof. Any such Notice of No Issuance may provide that, unless and until you are otherwise advised by the Bank: (a) no further Notes may be issued, (b) the Stated Amount of the Letter of Credit is reduced to an amount equal to the principal amount of (and, if applicable, interest on the Notes to their stated maturity dates) the Notes then outstanding and (c) the Letter of Credit will no longer be reinstated. The Final Drawing Notice shall provide that (a) no further Notes may be issued, (b) the Stated Amount of the Letter of Credit is reduced to an amount equal to the principal amount of (and, if applicable, interest on the Notes to their stated maturity dates) the Notes then outstanding, (c) the Letter of Credit will no longer be reinstated, (d) you shall draw on this Letter of Credit within 15 days after your receipt of such Final Drawing Notice and (e) the Letter of Credit will terminate on the earlier of (i) the 15th day after your receipt of such Final Draw Notice or (ii) the date on which the Bank honors a drawing under this Letter of Credit as a result of the delivery of the Final Drawing Notice. In the event that the Bank delivers to you a Rescission of Notice of No Issuance substantially in the form of Annex N attached hereto, the Letter of Credit will be reinstated to the amount specified therein and Notes may be issued thereafter. The Stated Amount of this Letter of Credit shall also be reduced from time to time on each Decrease Date specified in, and in the amounts set forth in, a notice from us to you in the form attached hereto as Annex K (each, a "Decrease Notice"). As of the applicable Decrease Date and upon such reduction, the Stated Amount shall not be less than your certification in the applicable Decrease Notice of the sum of the principal amount of all outstanding Notes plus, if applicable, interest on such Notes to their stated maturity dates. By paying you an amount demanded in accordance with this Letter of Credit, we make no representation as to the correctness of the amount demanded or your calculations and representations on the certificates required of you by this Letter of Credit. -3- 372 This Letter of Credit shall expire at 5:00 p.m., New York time, on the earliest of the following (the "Expiration Date ") (i) September _, 2014 as such date may be extended by us upon delivery of a Notice of Extension substantially in the form of Annex G hereto (the "Stated Expiration Date"), (ii) the date on which we honor a draw request accompanied by your certification in the form of Annex B hereto for payment of Notes which will reduce the Stated Amount to $0.00, (iii) the date of our receipt of notice from you to the effect that an Alternate Credit Facility (as defined in the Indenture) in full and complete substitution for the Letter of Credit has been issued and is in effect, which notice shall be substantially in the form of the certificate attached hereto as Annex C, (iv) the date of our receipt of notice from you to the effect that no Notes (other than Notes with respect to which an Alternate Credit Facility has been issued and is in effect) remain outstanding under the Indenture and the Obligor does not contemplate any further issuance of Notes, which notice shall be substantially in the form of the certificate attached hereto as Annex D or (v) the earlier of (a) the 15th calendar day after the date on which you receive a Final Drawing Notice and (b) the date on which the draft resulting from such Final Drawing Notice is honored hereunder. Except as expressly stated herein, this Letter of Credit is governed by, and construed in accordance with, the terms of the International Standby Practices 1998, International Chamber of Commerce Publication No. 590 (the "7SP98 ") except for (i) Rule 2.06(c)(iii) thereof, with regard to any amendment of this Letter of Credit for the purpose of extending the Letter of Credit Expiration Date, (ii) Rule 3.12(a) thereof, and (iii) Rule 5.01(a) thereof, with regard to any notice of dishonor which shall be given to you in the manner set forth above. As to matters not governed by 1SP98, this Letter of Credit shall be governed by and construed in accordance with the laws of the State of New York, including without limitation the Uniform Commercial Code as in effect in the State of New York, without regard to conflict of laws. This Letter of Credit sets forth in full our undertaking, and such undertaking shall not in any way be modified, amended, amplified or limited by reference to any document, instrument or agreement referred to herein (including, without limitation, the Notes), except only the Annexes and drafts referred to herein; and any such reference shall not be deemed to incorporate herein by reference any document, instrument or agreement except for such Annexes and drafts. This Letter of Credit is transferable any number of times, but only in the amount of the full unutilized balance hereof and not in part. Transfer may be made only to any person or entity whom you or any transferee hereunder advise us has been designated as a successor Issuing and Paying Agent under the Indenture. Transfer of the available drawing under this Letter of Credit to such transferee shall be effected by the presentation to us of this Letter of Credit accompanied by a request designating your successor in the form of Annex E hereto (Transfer Demand) attached hereto, with the signature of the appropriate officer signing on your behalf guaranteed by another one of your officers. Upon presentation, we shall forthwith effect a transfer of this Letter of Credit to your designated transferee. Communications with respect to this Letter of Credit shall be addressed to us at The Bank of Tokyo -Mitsubishi UFJ, Ltd., acting through its New York Branch, Attention: (or as otherwise stipulated in writing by us to you), specifically -4- • • 373 • • referring to the number of this Letter of Credit. For telephone assistance, please contact us at , and have the Letter of Credit number available. We hereby agree, for the benefit of the beneficiary hereof, that all drafts and/or documents drawn and presented in accordance with the terms of this Letter of Credit will be duly honored upon presentation, as set forth herein. Very truly yours, THE BANK OF TOKYO -MITSUBISHI UFJ, LTD., ACTING THROUGH rrs NEW YORK BRANCH By Name: Title: -5- • 375 • ANNEX A-1 PAYMENT OF PRINCIPAL OF AND INTEREST ON NOTES AT MATURITY Irrevocable Direct Draw Letter of Credit No. The. Bank of Tokyo -Mitsubishi UFJ, Ltd., acting through its New York Branch Attention: Ladies and Gentlemen: • We refer to your Letter of Credit No. (the "Letter of Credit"). Any term below which is defined in the Letter of Credit shall have the same meaning when used herein. A. We hereby make demand under the Letter of Credit, by our presentment of the sight draft accompanying this Certificate, for payment of $ from the Letter of Credit to pay the principal amount of Notes in the amount of $ when due and interest accrued thereon in the amount of $ when due. B. Following your payment of the amount demanded hereunder, the Stated Amount of the Letter of Credit will be reduced by such amount. We hereby request that, following your payment of the amount set forth in Paragraph A, you reinstate the Letter of Credit in accordance with the terms thereof. The undersigned, a duly authorized officer of or "We," hereby certifies to you that: 1. We are the Issuing and Paying Agent or a successor issuing and paying agent under the Indenture for the holders of the Obligor's Notes. 2. The amount of the draft accompanying this Certificate does not exceed the Stated Amount available on the date hereof to be drawn under the Letter of Credit. This amount was computed in accordance with the terms and conditions of the Notes and Indenture. This Letter of Credit has not terminated prior to the time of delivery of this Certificate and the accompanying draft. 3. The payment hereby demanded is requested to be made no later than 2:30 p.m. New York time, on [if this certificate and accompanying draft are presented at or before 10:30 a.m. New York time, on a Business Day, then insert a date which is the same Business Day on which those documents are delivered; if this certificate and an accompanying draft are delivered after 10:30 a.m. New York time, on a Business Day, then insert a date which is the next following Business Day 376 on which those documents are delivered.] Unless otherwise agreed to in a writing signed by you and us, please [deposit/wire transfer] the amount hereby demanded to our account number [insert account number] with [insert name and address of banking institution to receive funds]. 4. The principal amount of outstanding Notes plus the amount of accrued interest from the date of issuance until the maturity of the outstanding Notes does not exceed the Stated Amount of the Letter of Credit on the date hereof. 5. Upon receipt by the undersigned of the amount demanded hereby, (a) the undersigned will deposit the same directly into the applicable Account maintained by the Depositary pursuant to the Indenture and apply the same directly to the payment when due of the principal amount of Notes and the interest amount owing on account of the Notes pursuant to the Indenture, (b) no portion of said amount shall be applied by the undersigned for any other purpose, (c) no portion of said amount shall be commingled with other funds held by the undersigned, except for other funds drawn under the Letter of Credit, and (d) when such Notes have been presented for payment and paid by us, we will cancel such matured Notes. IN WITNESS WHEREOF, we have executed and delivered this certificate as Issuing and Paying Agent as of the day of Very truly yours, and Paying Agent , as Issuing By Name: Title: -2- • 377 • ANNEX A-2 PAYMENT OF PRINCIPAL OF AND INTEREST ON NOTES AFTER FINAL DRAWING NOTICE Irrevocable Direct Draw Letter of Credit No. The Bank of Tokyo -Mitsubishi UFJ, Ltd., acting through its New York Branch Attention: Ladies and Gentlemen: • We refer to your Letter of Credit No. (the "Letter of Credit"). Any term below which is defined in the Letter of Credit shall have the same meaning when used herein. We have received a Final Drawing Notice and hereby make demand under the Letter of Credit, by our presentment of the sight draft accompanying this Certificate, for payment of $ from the Letter of Credit to pay the principal amount of Notes in the amount of $ when due and interest accrued thereon in the amount of $ when due. The undersigned, a duly authorized officer of or "We," hereby certifies to you that: 1. We are the Issuing and Paying Agent or a successor issuing and paying agent under the Indenture for the holders of the Obligor's Notes. 2. The Issuing and Paying Agent has received the Final Drawing Notice. 2. The amount of the draft accompanying this Certificate does not exceed the Stated Amount available on the date hereof to be drawn under the Letter of Credit. This amount was computed in accordance with the terms and conditions of the Notes and Indenture. This Letter of Credit has not terminated prior to the time of delivery of this Certificate and the accompanying draft. 3. The payment hereby demanded is requested to be made no later than 2:30 p.m. New York time, on [if this certificate and accompanying draft are presented at or before 10:30 a.m. New York time, on a Business Day, then insert a date which is the same Business Day on which those documents are delivered; if this certificate and an accompanying draft are delivered after 10:30 a.m. New York time, on a Business Day, then insert a date which is the next following Business Day on which those documents are delivered.] Unless otherwise agreed to in a writing signed by you and us, please [deposit/wire transfer] the amount hereby demanded to our account number [insert account number] with [insert name and address of banking institution to receive funds]. 378 4. The principal amount of outstanding Notes plus the amount of accrued interest from the date of issuance until the maturity of the outstanding Notes does not exceed the Stated Amount of the Letter of Credit on the date hereof. 5. Upon receipt by the undersigned of the amount demanded hereby, (a) the undersigned will deposit the same directly into the Account maintained by the issuing and Paying Agent pursuant to the Indenture and apply the same directly to the payment when due of the principal amount of Notes and the interest amount owing on account of the Notes pursuant to the Indenture, (b) no portion of said amount shall be applied by the undersigned for any other purpose, (c) no portion of said amount shall be commingled with other funds held by the undersigned, except for other funds drawn under the Letter of Credit, and (d) when such Notes have been presented for payment and paid by us, we will cancel such matured Notes. 7. This Certificate is being presented to the Bank on a date which is no later than the 15th calendar day after receipt by the Depositary of the Final Drawing Notice. 8. Immediately following your payment of this drawing under the Letter of Credit, the Stated Amount will be reduced to $0.00 and the Letter of Credit will be terminated automatically. IN WITNESS WHEREOF, we have executed and delivered this certificate as Issuing and Paying Agent as of the day of Very truly yours, Agent , as Issuing and Paying By Name: Title: -2- • 379 • ANNEX B FINAL PAYMENT OF PRINCIPAL OF AND INTEREST ON NOTES Irrevocable Direct Draw Letter of Credit No. The Bank of Tokyo -Mitsubishi UFJ, Ltd., acting through its New York Branch Attention: Ladies and Gentlemen: • We refer to your Letter of Credit No. (the "Letter of Credit"). Any term below which is defined in the Letter of Credit shall have the same meaning when used herein. We hereby make demand under the Letter of Credit, by our presentment of the sight draft accompanying this Certificate, for payment of $ from the Letter of Credit to pay Notes in the amount of $ and interest accrued thereon in the amount of $ when due. The undersigned, a duly authorized officer of or "We," hereby certifies to you that: 1. We are the Issuing and Paying Agent or a successor issuing and paying agent under the Indenture for the holders of the Obligor's Notes. 2. The amount of the draft accompanying this Certificate does not exceed the Stated Amount available on the date hereof to be drawn under the Letter of Credit. This amount was computed in accordance with the terms and conditions of the Notes and the Indenture. This Letter of Credit has not terminated prior to the time of delivery of this Certificate and the accompanying draft. 3. The payment hereby demanded is requested to be made no later than 2:30 p.m. New York time, on [if this certificate and accompanying draft are presented at or before 10:30 a.m. New York time, on a Business Day, then insert a date which is the next following Business Day on which those documents are delivered; if this certificate and an accompanying draft are delivered after 10:30 a.m. New York time, on a Business Day, then insert a date which is a Business Day and which is no earlier than the second Business Day immediately following the date those documents are delivered.] Unless otherwise agreed to in a writing signed by you and us, please [deposit/wire transfer] the amount hereby demanded to our account number [insert account number] with [insert name and address of banking institution to receive funds]. 380 4. Immediately following your payment of this draw under the Letter of Credit, the Stated Amount will be reduced to $0.00 and the Letter of Credit will be terminated automatically. 5. Following payment of the principal of and interest on all outstanding Notes with the proceeds of this drawing, no Notes will remain outstanding under the Indenture nor does the Obligor intend to issue any additional Notes under the Indenture. 6. Upon receipt by the undersigned of the amount demanded hereby, (a) the undersigned will deposit the same directly into the applicable Account maintained by the Depositary pursuant to the Indenture and apply the same directly to the payment when due of the principal amount of Notes and the interest amount owing on account of the Notes pursuant to the Indenture, (b) no portion of said amount shall be applied by the undersigned for any other purpose, (c) no portion of said amount shall be commingled with other funds held by the undersigned, except for other funds drawn under the Letter of Credit, and (d) when such Notes have been presented for payment and paid by us, we will cancel such matured Notes. IN WITNESS WHEREOF, we have executed and delivered this certificate as Issuing and Paying Agent as of the day of Very truly yours, and Paying Agent , as Issuing By Name: Title: -2- • 381 • ANNEX C NOTICE OF ALTERNATE CREDIT FACILITY Irrevocable Direct Draw Letter of Credit No. The Bank of Tokyo -Mitsubishi UFJ, Ltd., acting through its New York Branch Attention: Ladies and Gentlemen: We refer to your Letter of Credit No. (the "Letter of Credit"). Any term below which is defined in the Letter of Credit shall have the same meaning when used herein. The undersigned, a duly authorized officer of or ("We"), hereby certifies to you that: • 1. We are the Issuing and Paying Agent or a successor issuing and paying agent under the Indenture for the holders of the Obligor's Notes. 2. The conditions precedent to the acceptance of an Alternate Credit Facility set forth in the Indenture have been satisfied. 3. An Alternate Credit Facility in full and complete substitution for the Letter of Credit has been accepted by the Issuing and Paying Agent and is in effect. 4. There will be no further Advances requested from the Bank under the Letter of Credit. 5. Upon receipt by the Bank of this Certificate the Letter of Credit shall terminate with respect to all outstanding Notes, and the Letter of Credit is returned to you herewith for cancellation. 6. No payment is demanded of you in connection with this notice. 382 IN WITNESS WHEREOF, we have executed and delivered this certificate as Issuing and Paying Agent as of the day of Very truly yours, and Paying Agent , as Issuing By Name: Title: -2- • • • 383 ANNEX D NOTICE RE: No OUTSTANDING NOTES Irrevocable Direct Draw Letter of Credit No. The Bank of Tokyo -Mitsubishi UFJ, Ltd., acting through its New York Branch Attention: Ladies and Gentlemen: • We refer to your Letter of Credit No. (the "Letter of Credit"). Any term below which is defined in the Letter of Credit shall have the same meaning when used herein. I. We are the Issuing and Paying Agent or a successor issuing and paying agent under the Indenture for the holders of the Obligor's Notes. 2. No Notes (other than Notes with respect to which an Alternate Credit Facility is in effect) remain outstanding under the Indenture nor does the Obligor intend to issue any additional Notes under the Indenture. 3. There will be no further Advances requested from the Bank under the Letter of Credit, and the Letter of Credit is terminated and returned to you herewith for cancellation. 4. No payment is demanded of you in connection with this notice. IN WITNESS WHEREOF, we have executed and delivered this certificate as Issuing and Paying Agent as of the day of Very truly yours, , as Issuing and Paying Agent By Name: Title: 384 ANNEX E TRANSFER DEMAND Irrevocable Direct Draw Letter of Credit No. The Bank of Tokyo -Mitsubishi UFJ, Ltd., acting through its New York Branch Attention: Re: Instruction to Transfer Letter of Credit No. Ladies and Gentlemen: For value received, the undersigned beneficiary hereby irrevocably transfers to: [Name of Transferee and Address] all rights of the undersigned beneficiary to draw under the above -referenced Letter of Credit in the amount of the full unutilized balance thereof. Said transferee has succeeded the undersigned as Issuing and Paying Agent under that certain Indenture, dated as of March 1, 2005 (the "Indenture ") between the Riverside County Transportation Commission and U.S. Bank Trust National Association, as trustee, with respect to the Riverside Transportation Commission Commercial Paper Notes (Limited Tax Bonds). By transfer, all rights of the undersigned beneficiary in such Letter of Credit are transferred to the transferee and the transferee shall have the sole rights as beneficiary thereof, including sole rights relating to any amendments, whether increases or extensions or other amendments and whether now existing, or hereafter made. All amendments are to be advised directly to the transferee without necessity of any consent of or notice to the undersigned beneficiary. By its signature below, the undersigned transferee acknowledges that it has duly succeeded to , as Issuing and Paying Agent under the Indenture, and agrees to be bound by the terms of the Indenture as if it were the Issuing and Paying Agent originally appointed thereunder. • 385 • The advice of such Letter of Credit is returned herewith, and we ask you to endorse the Letter of Credit on the reverse thereof, and forward it directly to the transferee with your customary notice of transfer. Very truly yours, , as Issuing and Paying Agent By Name: Title: Signature of the Above Party, Duly Authorized to Act on Behalf of Authenticated By Name: Title: • Acknowledged By: [INSERT NAME OF TRANSFEREE], as successor Issuing and Paying Agent By Name: Title: -2- 386 • STATE OF ) ss. COUNTY OF On [insert date] before me, the undersigned, a Notary Public in and for said State, personally appeared [insert name], known to me to be the [insert title] and [insert name], known to me to be the [insert title] of the corporation that executed the within instrument, on behalf of the corporation therein named, and acknowledged to me that such corporation executed the within instrument pursuant to its bylaws or a resolution of its board of directors. WITNESS my hand and official seal. [SEAL] [Notary Public's Signature] Acknowledged: Transferee By Name: Title: • 387 • ANNEX F NOTICE OF No ISSUANCE Irrevocable Direct Draw Letter of Credit No. Beneficiary: as Issuing and Paying Agent Re: Notice of No Issuance Ladies and Gentlemen: • • We refer to our Letter of Credit No. (the "Letter of Credit"). Any term below which is defined in the Letter of Credit shall have the same meaning when used herein. We hereby notify you that an Event of Default has occurred under the Reimbursement Agreement and is continuing. As a result, unless and until you have been advised otherwise by us: [Check the applicable boxes] No additional Notes may be issued pursuant to the terms of the Indenture; ❑ The Stated Amount of the Letter of Credit is reduced to $ [an amount equal to the principal amount of the outstanding Notes together with interest which will accrue thereon to the maturity date thereof]; ❑ The Letter of Credit will no longer be reinstated. IN WITNESS WHEREOF, we have executed and delivered this certificate as Issuing and Paying Agent as of the day of 388 Very truly yours, THE BANK OF TOKYO -MITSUBISHI UFJ, LTD., ACTING THROUGH ITS NEW YORK BRANCH By Name: Title: Annex G-2 389 • • • ANNEX G NOTICE OF EXTENSION Irrevocable Direct Draw Letter of Credit No. Beneficiary: as Issuing and Paying Agent Re: Notice of Extension Ladies and Gentlemen: • Pursuant to Section 2.1(a) of the Reimbursement Agreement dated as of March 1, 2012 (the "Reimbursement Agreement"), by and between the Riverside County Transportation Commission (the "Obligor") and The Bank of Tokyo -Mitsubishi UFJ, Ltd., acting through its New York Branch (the "Bank"), the Bank has approved an extension of Letter of Credit No. (the `Letter of Credit"), dated March , 2012, effective as of (the "Effective Date"). The new Stated Expiration Date is . You are hereby authorized to attach this Notice of Extension to the Letter of Credit and to treat this Notice of Extension as an amendment to the Letter of Credit. The Obligor's acknowledgment hereof shall be deemed to be the Obligor's representation and warranty that all its representations and warranties contained in Section 4 of the Reimbursement Agreement are true and correct and will be true and correct as of the Effective Date andthat no Default or Event of Default has occurred and is continuing. 390 • IN WITNESS WHEREOF, we have executed and delivered this certificate to the Issuing and Paying Agent as of the day of Very truly yours, THE BANK OF TOKYO -MITSUBISHI UFJ, LTD., ACTING THROUGH ITS NEW YORK BRANCH By Name: Title: Acknowledged as of , by RIVERSIDE COUNTY TRANSPORTATION COMMISSION By Name: Title: Acknowledged as of by , as Issuing and Paying Agent By Name: Title: -2- 391 • ANNEX H SIGHT DRAFT Irrevocable Direct Draw Letter of Credit No. The Bank of Tokyo -Mitsubishi UFJ, Ltd., acting through its New York Branch Attention: Ladies and Gentlemen: This sight draft is presented to you for the amount of $ for the purposes set forth in the accompanying Certificate. • • Pay to , on , , U.S. $ United States Dollars). Drawn under The Bank of Tokyo -Mitsubishi UFJ, Ltd., acting through its New York Branch Irrevocable Direct Draw Letter of Credit No. Drawn -on Party: The Bank ofTokyo-Mitsubishi UFJ, Ltd., acting through its New York Branch Attention: Very truly yours, Issuing and Paying Agent By , as Name: Title: 392 ANNEX 1 REQUEST FOR DECREASE OF STATED AMOUNT Irrevocable Direct Draw Letter of Credit No. The Bank of Tokyo -Mitsubishi UFJ, Ltd., acting through its New York. Branch Attention: Ladies and Gentlemen: The undersigned, a duly authorized representative of the undersigned Riverside County Transportation Commission (the "Obligor"), hereby certify to The Bank of Tokyo -Mitsubishi UFJ, Ltd., acting through its New York Branch (the "Bank"), with reference to Irrevocable Letter of Credit No. (the "Letter of Credit," the terms defined therein and not otherwise defined herein being used herein as therein defined) issued by the Bank in favor of the Issuing and Paying Agent, as follows: l . Pursuant to Section 2.12(b) of the Reimbursement Agreement dated as of March 1, 2012 (the "Reimbursement Agreement", to which reference is made for the definition of capitalized terms not otherwise defined herein), by and between the Obligor and the Bank, the Obligor hereby elects to reduce the Stated Amount of the Letter of Credit in the amount of $ , effective as of (the "Decrease Date"). 2. The Decrease Date for which such decrease is requested is , which is not more than five (5) days after the date the Bank receives this Request for Decrease in Stated Amount. 3. The new Stated Amount of the Letter of Credit will be $ . The aggregate principal amount of Notes Outstanding under the Indenture (and, if applicable, interest on the Notes to their stated maturity dates), will not exceed the new Stated Amount of the Letter of Credit. As of the Decrease Date and upon such reduction, the Stated Amount will not be less than the aggregate principal amount of all outstanding Notes (and, if applicable, interest on the Notes to their stated maturity dates). • • e 393 • IN WITNESS WHEREOF, the undersigned has executed and delivered this certificate as of the day of Very truly yours, RIVERSIDE COUNTY TRANSPORTATION COMMISSION By Name: Title: cc: as Issuing and Paying Agent • • -2- 394 ANNEX J FINAL DRAWING NOTICE IRREVOCABLE LETTER OF CREDIT NO. as Issuing and Paying Agent Attention: Reference is made to Irrevocable Letter of Credit No. (the "Letter of Credit "; the terms defined therein and not otherwise defined herein being used herein as therein defined) issued by the Bank in your favor as issuing an Paying Agent. Please be advised that: (1) An Event of Default under and as defined in the Reimbursement Agreement has occurred and is continuing. (2) The Bank hereby instructs the Issuing and Paying Agent, effective upon receipt of this Notice, to cease issuing Notes. (3) The Stated Amount of the Letter of Credit is reduced to $ [an amount equal to the principal amount of the outstanding Notes together with interest which will accrue thereon to the maturity date thereof]. (4) The Letter of Credit will no longer be reinstated. (5) The Bank hereby further notifies the Issuing and Paying Agent that (i) the Issuing and Paying Agent is instructed to make the final drawing under the Letter of Credit to provide for the payment of Notes issued in accordance with the Indenture which are outstanding and are maturing or are hereafter to mature, and (ii) the Expiration Date of the Letter of Credit will occur and the Letter of Credit will terminate on the earlier of (a) date which is the 15th calendar day after the date of receipt by the Issuing and Paying Agent of this notice, and (b) the date on which the drawing resulting from the delivery of this notice is honored by us. THE BANK OF TOKYO -MITSUBISHI UFJ, LTD., ACTING THROUGH ITS NEW YORK BRANCH By Name: Title: • • 395 ANNEX K NOTICE OF DECREASE IN STATED AMOUNT Irrevocable Direct Draw Letter of Credit No. Beneficiary: as Issuing and Paying Agent Re: Notice of Decrease in Stated Amount Ladies and Gentlemen: • • The undersigned, duly authorized signatories of The Bank of Tokyo -Mitsubishi UFJ, Ltd., acting through its New York Branch (the "Bank"), hereby certify to (the "Issuing and Paying Agent"), with reference to Irrevocable Letter of Credit No. (the "Letter of Credit," the terms defined therein and not otherwise defined herein being used herein as therein defined) issued by the Bank in favor of the Issuing and Paying Agent, that the Stated Amount of the Letter of Credit shall be decreased in the amount of $ , effective as of (the "Decrease Date"). The new Stated Amount of the Letter of Credit is $ . You are hereby authorized to attach this Notice of Decrease in Stated Amount to the Letter of Credit and to treat this Notice of Decrease in Stated Amount as an amendment to the Letter of Credit. 396 IN WITNESS WHEREOF, we have executed and delivered this certificate to the Issuing and Paying Agent as of the day of Very truly yours, THE BANK OF TOKYO -MITSUBISHI UFJ, LTD., ACTING THROUGH ITS NEW YORK BRANCH By Name: Title: By acknowledgement hereof, the Issuing and Paying Agent certifies that the new Stated Amount of the Letter of Credit set forth above is not less than the sum of the principal amount of all outstanding Notes plus, if applicable, interest on the Notes to their stated maturity dates. Acknowledged as of by , as Issuing and Paying Agent By Name: Title: -2- 397 • • ANNEX L REQUEST FOR EXTENSION Irrevocable Direct Draw Letter of Credit No. The Bank of Tokyo -Mitsubishi UFJ, Ltd., acting through its New York Branch Attention: Ladies and Gentlemen: The undersigned, a duly authorized representative of the undersigned Riverside County Transportation Commission (the "Obligor"), hereby certify to The Bank of Tokyo -Mitsubishi UFJ, Ltd., acting through its New York Branch (the "Bank"), with reference to Irrevocable Letter of Credit No. (the "Letter of Credit," the terms defined therein and not otherwise defined herein being used herein as therein defined) issued by the Bank in favor of the Issuing and Paying Agent, as follows: 1. Pursuant to Section 2.12(a) of the Reimbursement Agreement dated as of March 1, 2012 (the "Reimbursement Agreement", to which reference is made for the definition of capitalized terms not otherwise defined herein), by and between the Obligor and the Bank, the Obligor hereby requests an extension of the Stated Expiration Date to 2. All representations and warranties contained in Section 4 of the Reimbursement Agreement are true and correct and will be true and correct as of the date of this Certificate as if made on and as of the date hereof and no Default or Event of Default has occurred and is continuing or will occur as a result of the extension of the Stated Expiration Date of the Letter of Credit. IN WITNESS WHEREOF, the undersigned has executed and delivered this certificate as of the day of 398 cc: as Issuing and Paying Agent Very truly yours, RIVERSIDE COUNTY TRANSPORTATION COMMISSION By Name: Title: Annex L-2 • • • 399 • ANNEX M NOTICE OF REINSTATEMENT Irrevocable Direct Draw Letter of Credit No. Beneficiary: as Issuing and Paying Agent Re: Notice of Reinstatement Ladies and Gentlemen: We refer to our Letter of Credit No. dated March _, 2012 (the "Letter of Credit"). Any term below which is defined in the Letter of Credit shall have the same meaning when used herein. We hereby notify you that the Riverside County Transportation Commission has reimbursed us for a draw or draws under our Letter of Credit No. in the amount of $ . As a result, the Letter of Credit was reinstated on to a Stated Amount of $ IN WITNESS WHEREOF, we have executed and delivered this certificate as Issuing and Paying Agent as of the day of or Very truly yours, THE BANK OF TOKYO -MITSUBISHI UFJ, LTD., ACTING THROUGH ITS NEW YORK BRANCH By Name: Title: 400 ANNEX 0 RESCISSION OF NOTICE OF No ISSUANCE Irrevocable Direct Draw Letter of Credit No. Beneficiary: as Issuing and Paying Agent Re: Ladies and Gentlemen: We refer to our Letter of Credit No. (the "Letter of Credit"). Any term below which is defined in the Letter of Credit shall have the same meaning when used herein. We hereby notify you that the Notice of No Issuance dated and delivered by us to you is hereby rescinded. As a result: [Check the applicable boxes] I) II Rescission of Notice of No Issuance Further Notes may be issued pursuant to the terms of the Indenture which may be supported by the Letter of Credit; The Stated Amount of the Letter of Credit is reinstated to an amount equal to The Letter of Credit will continue to be reinstated in accordance with its terms. IN WITNESS WHEREOF, we have executed and delivered this certificate as Issuing and Paying Agent as of the day of Very truly yours, THE BANK OF TOKYO -MITSUBISHI UFJ, LTD., ACTING THROUGH ITS N EW YORK BRANCH By Name: Title: • • 401 • EXHIBIT B (FORM OF REVOLVING NOTE] REVOLVING NOTE RIVERSIDE COUNTY TRANSPORTATION COMMISSION (the "Obligor"), for value received, hereby promises to pay to THE BANK OF TOKYO -MITSUBISHI UFJ, LTD., ACTING THROUGH ITS NEW YORK BRANCH (the "Bank"), or registered assigns, under the Reimbursement Agreement hereinafter referred to, at the principal office of the Bank in Los Angeles, California, the sum of DOLLARS or, if less, the aggregate principal amount of all drawings paid by the Bank under the Letter of Credit and all Advances and Term Loans made by the Bank pursuant to the Reimbursement Agreement, together with accrued and unpaid interest thereon. The unpaid principal amount hereof from time to time outstanding shall bear interest at the rate or rates and be payable as provided in and calculated in the manner set forth in the Reimbursement Agreement. • Payments of both principal and interest are to be made in lawful money of the United States of America. Annexed hereto and made a part hereof is a grid (the "Grid") on which shall be shown all drawings paid by the Bank and all Advances and Term Loans outstanding from time to time under the Reimbursement Agreement and the amounts of principal and interest payable and paid from time to time under the Reimbursement Agreement. The Obligor hereby appoints the Bank as its agent to endorse the principal amounts owing to the Bank and the maturity schedule therefor pursuant to Section 2.4(a) and 2.4(e) of the Reimbursement Agreement respecting outstanding Advances and Term Loans with interest until payment in full pursuant to the terms of this Note, and the date and the amount of each such drawing, Advance or Term Loan or principal orinterest repayment made hereunder. In any legal action or proceeding in respect of this Note, the entries made in such accounts shall be prima facie evidence of the existence and the amounts of the obligations of the Obligor recorded therein. This Note evidences indebtedness incurred under, and is subject to the terms and provisions of, a Reimbursement Agreement dated as of March 1, 2012 (the "Reimbursement Agreement"), as the same may at any time be amended or modified and in effect, by and between the Obligor and the Bank, to which reference is hereby made for a statement of said terms and provisions, including those under which this Note may be paid prior to its due date or its due date accelerated. The Obligor hereby agrees to pay or cause to be paid all expenses, including reasonable attorneys' fees and legal expenses, incurred by the holder of this Note in endeavoring to collect 402 any amounts payable hereunder which are not paid when due, whether by acceleration or otherwise. This Note is made under the laws of the State of California, and for all purposes shall be governed by and construed in accordance with the laws of said State, without regard to principles of conflicts of law. Capitalized terms not otherwise defined herein have the meaning set forth in the Reimbursement Agreement. It is hereby certified that all conditions, acts and things required to exist, happen and be performed under the Reimbursement Agreement precedent to and in the issuance of this Note, exist, have happened and have been performed, and that the issuance, authentication and delivery of this Note have been duly authorized by resolution of the Obligor duly adopted. The Obligor hereby waives presentment for payment, demand, protest, notice of protest, notice of dishonor and all other notices and demands whatsoever. IN WITNESS WHEREOF, the RIVERSIDE COUNTY TRANSPORTATION COMMISSION has caused this Note to be duly executed in its name by the manual or facsimile signature of an Authorized Officer as of March , 2012. ATTEST: By: Title: RIVERSIDE COUNTY TRANSPORTATION COMMISSION By Name: Title: _2_ • • • 403 • REVOLVING NOTE GRID DRAWINGS, ADVANCES AND TERM LOANS AND PAYMENTS OF PRINCIPAL AND INTEREST AMOUNT PRINCIPAL OF AMOUNT INTEREST AMOUNT OF ON AGGREGATE OF ADVANCES ADVANCES ADVANCE ADVANCE ADVANCE OR TERM OR TERM OR TERM OR TERM OR TERM LOANS LOANS LOAN NOTATION DATE LOAN LOAN REPAID REPAID BALANCE MADE BY • Note: Additional pages of this Revolving Note and Revolving Note Grid may be attached to the Revolving Note as may be necessary to record certain information regarding each drawing, Advance or Term Loan. -3- 404 1 • • 405 ATTACHMENT 3 DRAFT OF MARCH 6, 2012 FEE AGREEMENT DATED MARCH _, 2012 Reference is hereby made to that certain Reimbursement Agreement dated as of March 1, 2012 (as amended, supplemented and otherwise modified from time to time, the "Agreement"), between the Riverside County Transportation Commission (the "Obligor") and The Bank of Tokyo -Mitsubishi UFJ, Ltd., acting through its New York Branch (the "Bank") relating to Riverside County Transportation Commission Commercial Paper Notes (Limited Tax Bonds) Series A (the "Notes"). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement. The purpose of this Fee Agreement is to confirm the agreement between the Bank and the Obligor with respect to certain fees payable to the Bank pursuant to the Agreement. This Fee Agreement is the Fee Agreement referenced in the Agreement, and the terms hereof are incorporated by reference into the Agreement. ARTICLE I. FEES. Section 1.1. Letter of Credit Fees. The Obligor agrees to pay to the Bank, on July 2, 2012, for the period commencing on the Date of Issuance and ending on June 30, 2012, and in arrears on the first Business Day of each October, January, April and July occurring thereafter to the Letter of Credit Expiration Date, and on the Letter of Credit Expiration Date, a non- refundable facility fee (the "Letter of Credit Fee") with respect to the Stated Amount (without regard to any reductions thereof that may be reinstated pursuant to the terms of the Letter of Credit), in an amount equal to the product of the rate per annum specified below (the "Letter of Credit Fee Rate ") times the average daily Stated Amount (without regard to any reductions thereof that may be reinstated pursuant to the terms of the Letter of Credit) from time to time in effect during each related period: LEVEL Level 1: Level 2: Level 3: Level 4: Level 5: Level 6: Level 7: Level 8: Level 9: MOODY' S RATING Aal or above Aa2 Aa3 Al A2 A3 Baal Baa2 Below Baa2 S&P RATING AA+ or above AA AA- A+ A A - BBB+ BBB Below BBB LETTER OF CREDIT FITCH RATING FEE RATE AA or above 0.525% AA- 0.575% A+ 0.675% A 0.875% A- 1.125% BBB+ 1.625% BBB 2.625% BBB- 3.125% Below BBB- 4.625% The term "Rating" as used above shall mean the long-term unenhanced debt rating (without regard to any form of credit enhancement) assigned by any of Moody's, S&P or Fitch to any Senior Lien Obligation issued pursuant to the Senior Lien Indenture or any Debt of the Obligor 11.A3.TT.RCTC.CP LOC.Att 3 BTMU Fee Agmt.docx 1983782 407 secured by a first lien on the Sales Tax Revenues. In the event there is a split Rating (i.e., one of the Rating Agency's Ratings is in a different Level in the pricing grid set forth above than the Rating of the other Rating Agency), the Letter of Credit Fee Rate shall be based upon the Rating set forth in the lowest Level in the pricing grid set forth above. In the event that a Rating is withdrawn, suspended or otherwise unavailable from any of Moody's, S&P or Fitch for credit related reasons, the Letter of Credit Fee Rate shall increase to the Letter of Credit Fee Rate set forth in Level 9 above. Upon the occurrence and during the continuance of any Event of Default, the Letter of Credit Fee Rate shall increase by 1.50% over the Letter of Credit Fee Rate otherwise in effect. Any change in the Letter of Credit Fee Rate resulting from a change in a rating shall be and become effective as of and on the date of the announcement of the change in such rating. References to ratings above are references to rating categories as presently determined by the Rating Agencies and in the event of adoption of any new or changed rating system or the adoption of a "global" rating scale by any such Rating Agency, the Ratings from the Rating Agency in question referred to above shall be deemed to refer to the rating category under the new rating system or, in the event of the adoption of a "global" rating scale by any Rating Agency, the recalibrated or realigned rating category under such "global" rating scale, which most closely approximates the applicable rating category as currently in effect. The Obligor acknowledges that as of the Date of Issuance the Letter of Credit Fee Rate is that specified above for Level 1. The Letter of Credit Fees shall be payable quarterly in arrears on the first Business Day of each January, April, July, and October, together with interest on the Letter of Credit Fees from the date payment is due until payment in full at the Default Rate. Such Letter of Credit Fee shall be payable in immediately available funds and computed on the basis of a year of 360 days and the actual number of days elapsed. The Bank shall provide the Obligor with an invoice at least ten (10) Business Days prior to each date that Letter of Credit Fees are due and payable pursuant to this Section 1.1; provided, however, that the failure by the Bank to provide any invoice shall not relieve the Obligor of its obligation to make payment of Letter of Credit Fees as and when due hereunder. Section 1.2. Draw Fee. The Obligor agrees to pay to the Bank in connection with each Advance under the Letter of Credit, a non-refundable drawing fee in the amount of $250. Section 1.3. Amendment, Transfer, Waiver Fees and Other Fees and Expenses. The Obligor agrees to pay to the Bank on the date of each amendment, modification, or supplement of the Agreement, the Fee Agreement or the Letter of Credit or any amendment, modification, or supplement to any other Financing Document which requires the waiver or consent of the Bank, an amendment, modification, supplement, waiver or consent fee, as applicable, of $5,000 plus the reasonable fees and expensesof any legal counsel retained by the Bank in connection therewith. The Obligor hereby agrees to pay to the Bank on the date a successor Issuing and Paying Agent is appointed under the Financing Documents, a transfer fee of $5,000, plus the reasonable fees and expenses of any legal counsel retained by the Bank in connection therewith. The Obligor agrees to pay to the Bank all of the Bank's reasonable out-of-pocket expenses arising in connection with the administration and enforcement of, preservation of rights in connection with a workout, restructuring or default under or with respect to, the Agreement, this Fee Agreement, the Bank Note, the Notes or the other Financing Documents, plus the reasonable fees of any legal counsel retained by the Bank in connection therewith. -2- • • • 408 Section 1.4. Termination Fee; Reduction Fee. (a) Notwithstanding any provision of the Agreement. this Fee Agreement or any other Financing Document to the contrary, the Obligor agrees not to terminate, permanently reduce or replace the Letter of Credit prior to the one (1) year anniversary of the Date of Issuance, except upon (i) the payment by the Obligor to the Bank of the Termination Fee or a Reduction Fee, as described below, (ii) with respect to the termination of the Letter of Credit, (A) the payment by the Obligor to the Bank of all Obligations payable under the Agreement and this Fee Agreement and (B) the Obligor providing the Bank with thirty (30) days prior written notice of its intent to terminate the Letter of Credit; provided, that any such termination of the Letter of Credit shall be in compliance with the terms and conditions of the Indenture; provided, further, that no Termination Fee shall become payable if the Letter of Credit is terminated or replaced as a result of the Bank imposing increased costs on the Obligor pursuant to Section 2.7 of the Agreement so long as (x) the provider of a replacement letter of credit or liquidity facility (if any) certifies in writing that it will not impose on the Obligor similar increased costs and (y) the fees charged by the provider of a replacement letter of credit or liquidity facility (if any) are not greater than the Letter of Credit Fee Rate being charged by the Bank hereunder on the date of termination of the Letter of Credit. The Obligor agrees that all payments to the Bank referred to in the preceding paragraph shall be made in immediately available funds. (b) The Obligor hereby agrees to pay to the Bank a Termination Fee in connection with the termination or replacement of the Letter of Credit by the Obligor as set forth in Section 1.4(a) hereof in an amount equal to the difference between (x) the product of (A) the Letter of Credit Fee Rate in effect pursuant to Section 1.1 hereof on the date of termination, (B) the Stated Amount of the Letter of Credit as of the Date of Issuance, and (C) a fraction, the numerator of which is equal to the number of days from and including the date of such termination to and including the one (1) year anniversary of the Date of Issuance and the denominator of which is 360 and (y) any amounts previously paid pursuant to Section 1.4(c) hereof (the "Termination Fee"), payable on the date the Letter of Credit is terminated or replaced. (c) The Obligor hereby agrees to pay to the Bank a reduction fee in connection with each and every permanent reduction of the Stated Amount of the Letter of Credit by the Obligor as set forth in Section 1.4(a) hereof in an amount equal to the product of (A) the Letter of Credit Fee Rate in effect pursuant to Section 1.1 hereof on the date of such permanent reduction, (B) the difference between the Stated Amount (without regard to any reductions thereof that may be reinstated pursuant to the terms of the Letter of Credit) prior to such permanent reduction and the Stated Amount (without regard to any reductions thereof that may be reinstated pursuant to the terms of the Letter of Credit) after such permanent reduction, and (C) a fraction, the numerator of which is equal to the number of days from and including the date of such permanent reduction to and including the one (1) year anniversary of the Date of Issuance and the denominator of which is 360 (the "Reduction Fee"), payable on the date the Stated Amount of the Letter of Credit is permanently reduced. ARTICLE 1I. MISCELLANEOUS. • -3- Section 2.1. Amendments. No amendment to this Fee Agreement shall become effective without the prior written consent of the Obligor and the Bank. Section 2.2. Governing Law. This Fee letter shall be governed by, and construed in accordance with, the laws of the State of New York; provided, however, that the obligations of the Obligor under this Fee Agreement shall be governed by the laws of the State of California. Section 2.3. Counterparts. This Fee Agreement may be executed in two or more counterparts, each of which shall constitute an original but both or all of which, when taken together, shall constitute but one instrument. Section 2.4. Severability. Any provision of this Fee Agreement which is prohibited, unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, unenforceability or non -authorization without invalidating the remaining provisions hereof or affecting the validity, enforceability or legality of such provision in any other jurisdiction. [SIGNATURE PAGES FOLLOW] -4- • 410 • IN WITNESS WHEREOF. the parties hereto have caused this Fee Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above. RIVERSIDE COUNTY TRANSPORTATION COMMISSION By: Name: Title: • S-1 • THE BANK OF TOKYO -MITSUBISHI UFJ, LTD., acting through its New York Branch By: Name: Title: • S-2 412 ATTACHMENT 4 • REIMBURSEMENT AGREEMENT Dated as of March 1, 2012 by and between RIVERSIDE COUNTY TRANSPORTATION COMMISSION • and UNION BANK, N.A. Relating to Riverside County Transportation Commission Commercial Paper Notes (Limited Tax Bonds) Series B 11.A4.TT.RCTC.CP LOC.Att 4 UB Reimb Agmt.docx 1978733 415 • 416 • TABLE OF CONTENTS SECTION HEADING PAGE SECTION 1. DEFINITIONS 1 Section 1.1. Defined Terms 1 Section 1.2. Use of Defined Terms 10 Section 1.3. Rules of Construction 10 SECTION 2. TERMS OF THE LETTER OF CREDIT 10 Section 2.1. Issuance of Letter of Credit; Substitution or Termination of Letter of Credit 10 Section 2.2. Advances under the Letter of Credit 11 Section 2.3. Interest on Advances 11 Section 2.4. Repayment of Advances; Fees; and Other Payments 12 Section 2.5. Liability of Bank 14 Section 2.6. Obligations Absolute 14 Section 2.7. Increased Costs 15 Section 2.8. Taxes 17 Section 2.9. Payment on Non -Business Days 18 Section 2.10. Book Entries 18 Section 2.1 1. Term of Agreement 18 Section 2.12. Extension of Stated Expiration Date; Reduction in Stated Amount 18 Section 2.13. Revolving Note 19 Section 2.14. Reserved 19 Section 2.15. Commercial Paper Notes Operations 19 SECTION 3. CONDITIONS 20 Section 3.1. Conditions Precedent to Issuance of the Letter of Credit 20 Section 3.2. Payment of Certain Fees and Expenses 22 SECTION 4. REPRESENTATIONS AND WARRANTIES 22 SECTION 5. SECURITY 27 Section 5.1. Pledge of Available Revenues and Funds 27 Section 5.2. Nature of the Obligations 27 SECTION 6. COVENANTS OF THE OBLIGOR 28 Section 6.1. Affirmative Covenants 28 Section 5.24. Bonding Capacity Error! Bookmark not defined. Section 6.2. Negative Covenants 33 SECTION 7. EVENTS OF DEFAULT 36 -1- 417 SECTION 8. MISCELLANEOUS 40 Section 8.1. Amendments, Etc. 40 Section 8.2. Addresses for Notices; Payments to the Bank 40 Section 8.3. No Waiver; Remedies 41 Section 8.4. indemnification 41 Section 8.5. Survival of this Agreement 42 Section 8.6. Fees and Expenses 42 Section 8.7. Severability 42 Section 8.8. Governing Law; Other Matters 42 Section 8.9. Participants 43 Section 8.10. Counterparts 43 Section 8.1 1. Certificates, Etc. 43 Section 8.12. Table of Contents; Headings 43 Section 8.13. Integration 43 Section 8.14. Waiver of Jury Trial; Judicial Reference 43 Section 8.15. Waiver of Rules of Construction 44 Section 8.16. Assignment to Federal Reserve 44 Section 8.17. Dealing with the Authority, the Issuing and Paying Agent, and/or the Dealer. 44 Section 8.18. USA Patriot Act; Government Regulations 44 Section 8.19. Entire Agreement 45 EXHIBIT A EXHIBIT B FORM OF IRREVOCABLE DIRECT DRAW LETTER OF CREDIT FORM OF REVOLVING NOTE • 418 • REIMBURSEMENT AGREEMENT This REIMBURSEMENT AGREEMENT, dated as of March 1, 2012, is by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION, a public entity organized and existing under the laws of the State of California (the "Obligor"), and UNION BANK, N.A.; a national banking association organized under the laws of the Unites States of America (together with its successors and assigns, the "Bank"). PRELIMINARY STATEMENT • • A. The Obligor proposes to issue its Commercial Paper Notes (Limited Tax Bonds) Series B (the "Notes") pursuant to Resolution No. 05-001 of the Obligor adopted on February 9, 2005 (the "Resolution") and pursuant to Section 240309 of the California Public Utilities Code (the "Utilities Code"), the Indenture, dated as of March 1, 2005 (the "Indenture"), between the Commission and U.S. Bank National Association, as trustee (the "Trustee"), Ordinance No. 02-001, named the "Transportation Expenditure Plan and Retail Transaction and Use Tax Ordinance" (the "Ordinance ") adopted by the Obligor on May 8, 2002, pursuant to the provisions of the Riverside County Transportation Sales Tax Act, being Division 25 of the Public Utilities Code of the State of California (Sections 240000 et seq.) (the "Act"), which Ordinance provides for the imposition of a retail transactions and use tax applicable in the incorporated and unincorporated territory of the County (as hereinafter defined) in accordance with the provisions of Part 1.6 (commencing with Section 7251) of Division 2 of the California Revenue and Taxation Code (the "Sales Tax Law ") the rate of one-half of one percent (1/2%) for a period not to exceed thirty (30) years. B. In order to assure timely payment of the principal and interest with respect to the Notes in accordance with their terms, the Obligor has requested that the Bank issue its Letter of Credit (as hereinafter defined). The Bank is prepared to issue the Letter of Credit pursuant to and upon the terms and conditions stated in this Agreement. C. All obligations of the Obligor arising hereunder as reimbursement to the Bank for drawings honored by the Bank under the Letter of Credit and for Advances and Term Loans (as such term is hereinafter defined) plus interest thereon at the rate specified herein (the "Reimbursement Obligations") and to pay all other amounts payable to the Bank under this Agreement and the hereinafter defined Fee Agreement (the "Payment Obligations" and together with the Reimbursement Obligations being hereinafter collectively referred to as the "Obligations") are created under and will be evidenced by this Agreement and the Fee Agreement. SECTION 1. DEFINITIONS Section 1.1. Defined Terms. In addition to terms defined elsewhere in this Agreement, as used herein the following terms shall have the following meanings, unless the context 419 otherwise requires and such meanings shall be equally applicable to both singular and plural forms of the terms herein defined: "Act" shall have the meaning set forth in the Preliminary Statement hereof. "Additional Commercial Paper" shall mean any commercial paper (whether taxable or tax-exempt) issued pursuant to any supplement to the Indenture adopted in accordance with the Indenture, in addition to (i) the Notes supported by the Letter of Credit on the Date of Issuance and (ii) the Series A Notes. "Advance" shall mean a drawing under the Letter of Credit in accordance with its terms to pay the principal of and/or interest on the Notes on their respective maturity dates. "Advance Date" shall mean, with respect to an Advance, the date on which such Advance is made. "Agreement" shall mean this Reimbursement Agreement, as the same may from time to time be amended, supplemented or otherwise modified in accordance with its terms. "Alternate Credit Facility" shall mean a letter of credit or liquidity facility delivered by a financial institution other than the Bank in substitution for the Letter of Credit in accordance with Section 2.1(c) hereof and in accordance with the terms of the Indenture. "Authorized Representative" shall mean any person at the time designated to act on behalf of the Obligor, the Issuing and Paying Agent or the Dealer, as the case may be, for purposes of this Agreement by written certificate furnished to the Bank containing the. specimen signature of such person. "Available Revenues" shall mean the Revenues remaining after payment to or deposit with a Senior Lien Trustee of such amount of Revenues as is required to be paid or deposited into funds or accounts pursuant to the terms of one or more Senior Lien Bond Indentures in connection with any obligations of the Obligor payable from Revenues under the terms of such Senior Lien Bond Indentures. "Bank" shall have the meaning set forth in the introductory paragraph hereof. "Base Rate" means for any day, the highest of (i) the sum of the Reference Rate for such day plus two and one-half of one percent (2.50%), (ii) the sum of the Federal Funds Rate for such day plus two and one-half of one percent (2.50%), and (iii) seven percent (7.00%). Each change in the Base Rate shall take effect simultaneously with the corresponding change or changes in the Reference Rate or the Federal Funds Rate, as the case may be. "Bond Counsel" shall mean Orrick Herrington & Sutcliffe LLP or any other firm of recognized bond counsel familiar with the transactions contemplated under the Indenture and acceptable to the Obligor. -7- • • 420 • "Business Day" shall mean, for so long as The Depository Trust Company ("DTC") shall be the depository for the Notes, any day on which DTC is scheduled to be open for money market instrument settlement services, and is other than: (i) a Saturday, Sunday or day upon which banking institutions in the State or the State of New York are authorized or obligated by law or executive order to be closed; (ii) a day on which the New York Stock Exchange is authorized or obligated by law or executive order to be closed; and (iii) for purposes of payments and other actions relating to a Notes, a day upon which commercial banks are authorized or obligated by law or executive order to be closed in the city in which demands for payment are to be presented pursuant to the Letter of Credit. "Change of Law" shall mean the adoption or implementation, after the Date of Issuance, of, or any change, after the Date of Issuance, in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change, after the Date of Issuance, in the interpretation or administration thereof by any court, central bank or other administrative or Governmental Authority (in each case whether or not having the force of law), or compliance by the Bank with any request or directive of any such court, central bank or other administrative or Governmental Authority (whether or not having the force of law) or the occurrence of the effective date of any of the foregoing if adopted prior to the Date of Issuance or any change after the Date of Issuance in the application, interpretation or enforcement of any of the foregoing, provided that notwithstanding anything herein to the contrary, (x) the Dodd -Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case, pursuant to Basel III, shall in each case be deemed to be a "Change of Law," regardless of the date enacted, adopted or issued. As of the Date of Issuance, the Bank has no knowledge of any Change of Law that would result in the payment of any costs pursuant to Section 2.7 hereof. "Code" shall mean the Internal Revenue Code of 1986, as amended, and the rules and all promulgated and temporary regulations thereunder. "County" means the County of Riverside, California. "Credit Facility Fund" shall have the meaning set forth therefor in the Indenture. "Date of Issuance" shall mean March _, 2012, which, subject to the satisfaction of the conditions precedent set forth in Section 3.1 hereof, is the date on which the Bank shall issue the Letter of Credit to the Issuing and Paying Agent. "Dealer Agreement" shall mean the agreement between the Dealer and the Obligor relating to the sale of the Notes, as it may be amended supplemented or otherwise modified from time to time in accordance with the terms hereof and thereof or any dealer agreement with a substitute or successor dealer relating to the Notes. -3- 421 "Dealers" shall mean Merrill Lynch, Pierce, Fenner & Smith Incorporated or any nationally recognized successor commercial paper dealer under the Dealer Agreement or its permitted substitute or permitted successor in interest acting under the Dealer Agreement. "Debt" of any Person shall mean at any date, without duplication, (i) all obligations of such Person for borrowed money and reimbursement obligations which are not contingent, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar debt instruments, (iii) obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business, (iv) and all obligations of such Person as lessee under leases which are or should be, in accordance with GAAP, recorded as capital leases, (v) all Debt of others Guaranteed by such Person, and (vi) all payment obligations of such Person, in addition to any obligations set forth in clauses (1) through (vi) above, arising under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate futures contract, interest rate option contract or other similar arrangement and under any foreign exchange contract, currency swap agreement, foreign exchange futures contract, foreign exchange option contract, synthetic cap or other similar agreement; provided that it is understood that Debt does not include contingent obligations of such Person to reimburse any other Person in respect of surety bonds or letters of credit to the extent that such surety bonds or letters of credit support Debt of such Person or payment obligations of such Person due in the future which are not known with certainty. "Default" shall mean any condition or event which with the giving of notice or lapse of time, or both, would, unless cured or waived, become an Event of Default. "Default Rate" shall mean a fluctuating rate of interest per annum equal to the sum of the Base Rate from time to time in effect plus 3.00%. "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended, or any successor statute thereto. "Event of Default" shall mean any event specified in Section 7 hereof. "Federal Funds Rate" means for any day, a fluctuating interest rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Bank from three Federal funds brokers of recognized standing selected by it. "Fee Agreement" shall mean that certain Fee Agreement dated March , 2012, between the Bank and the Obligor, as the same may be amended, supplemented or otherwise modified form time to time. "Final Drawing Notice" shall have the meaning set forth in the Letter of Credit. -4- • • 422 • "Financing Documents" shall mean, collectively, this Agreement, the Fee Agreement, the Revolving Note, the Resolution, the Indenture, the Notes, the Letter of Credit, the Issuing and Paying Agent Agreement and the Dealer Agreement. "Fiscal Year" shall have the meaning assigned thereto in the Indenture. "Fitch" shall mean Fitch Inc., New York, New York, and any successor rating agency. "GAAP" shall mean generally accepted accounting principles in the United States of America from time to time as set forth in (a) the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and (b) statements and pronouncements of the Financial Accounting Standards Board, as modified by the opinions, statements and pronouncements of any similar accounting body of comparable standing having authority over accounting by governmental entities. "Governmental Authority" shall mean any national, state or local government (whether domestic or foreign), any political subdivision thereof or any other governmental, quasi -governmental, judicial, public or statutory instrumentality, authority, body, agency, bureau or entity (including any zoning authority, the Federal Deposit Insurance Corporation, the Federal Reserve Board, any central bank and any comparable authority) or any arbitrator with authority to bind a party at law. "Guarantee" by any Person shall mean any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Debt of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt (whether arising by virtue of partnership arrangements, by agreement to keep -well, to purchase assets, securities, to take -or -pay, or to maintain financial statement conditions or otherwise), (ii) entered into for the purpose of assuring in any other manner the obligee of such Debt of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part) or (iii) with respect to any letter of credit issued for the account of such other Person or as to which such other Person is otherwise liable for reimbursement of drawings, provided that the term Guarantee shall not include (x) endorsements for collection or deposit in the ordinary course of business, or (y) performance or completion guarantees. The term "Guarantee" used as a verb has a corresponding meaning. "Indenture" shall have the meaning set forth in the Preliminary Statement hereof. "Investment Securities" shall have the meaning set forth thereto in the Indenture. "Issuing and Paying Agent" shall mean U.S. Bank Trust National Association, or its permitted successor in interest acting under the Issuing and Paying Agent Agreement. "Issuing and Paying Agent Agreement" shall mean the Issuing and Paying Agent Agreement entered into by the Obligor with the Issuing and Paying Agent pursuant to the Indenture, as such Agreement may be amended, supplemented or otherwise modified from time -5- 423 to time in accordance with the terms hereof and thereof or any issuing and paying agent agreement with a substitute or successor issuing and paying agent. "Law" shall mean the Act, the Utilities Code, the Sales Tax Law and the Ordinance, each as now in effect and as it may from time to time hereafter be amended or supplemented. "Letter of Credit- shall mean the irrevocable direct pay letter of credit to be issued by the Bank pursuant hereto for the account of the Obligor in favor of the Issuing and Paying Agent, as beneficiary, which shall be in substantially the form of Exhibit A to this Agreement, as the same may be amended and supplemented from time to time. "Letter of Credit Expiration Date" shall mean the earlier to occur of (1) the Stated Expiration Date and (ii) the date on which the Letter of Credit otherwise terminates in accordance with its terms. "Lien" shall mean, with respect to any asset, (i) any lien, charge, claim, mortgage, security interest, pledge or assignment of revenues of any kind in respect of such asset or (ii) the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset. "Liquidity Period" shall mean, with respect to each Advance, the period of time from and after the related Advance Date, to and including the earliest to occur (i) the date one hundred eighty (180) days immediately succeeding such Advance Date, (ii) the Stated Expiration Date, (iii) the date on which an Alternate Credit Facility becomes effective in substitution of the Letter of Credit and (iv) the date the Stated Amount is permanently reduced to zero or the Letter of Credit is otherwise terminated prior to the Stated Expiration Date, including the result of the occurrence of an Event of Default. "Liquidity Rate" shall have the meaning set forth therefor in Section 2.3 hereof. "Maturity Date" shall mean the maturity date of any Term Loan, which date shall be the earliest of (i) the date which is five (5) years from the date of the Advance converted to such Term Loan, (ii) the Sales Tax Expiration Date, (iii) the date on which an Alternate Credit Facility becomes effective in substitution of the Letter of Credit and (iv) the date the Stated Amount is permanently reduced to zero or the Letter of Credit is otherwise terminated prior to the Stated Expiration Date (other than as a result of the Letter of Credit expiring on the Stated Expiration Date in accordance with its terms), including the result of the occurrence of an Event of Default. "Maximum Interest Rate" shall mean the lesser of (1) 18% per annum and (ii) the maximum non -usurious lawful rate of interest permitted by applicable law. "Moody's" shall mean Moody's Investors Service, Inc., New York, New York, and any successor rating agency. "Note Fund" shall have the meaning set forth thereto in the Indenture. -6- • 424 "Notes" shall have the meaning set forth in the Preliminary Statement hereof. "Notice of No Issuance" shall mean a Notice of No Issuance in substantially the form of the certificate attached to the Letter of Credit as Annex F. "Obligor" shall have the meaning set forth in the introductory paragraph hereof. "Obligations" shall have the meaning set forth in the Preliminary Statement hereof. "Offering Memorandum" shall mean the Offering Memorandum dated March , 2012, relating to the Notes, including any supplement or amendment thereto. "Ordinance" shall have the meaning set forth in the Preliminary Statement hereof. "Other Taxes" shall have the meaning set forth in Section 2.8 hereof. "Parity Debt" shall mean the Notes, the Series A Notes, the Obligations and any Sales Tax Debt payable from and secured by Available Revenues on a parity basis with the Notes. "Parity Annual Debt Service" shall mean, for any Fiscal Year, total principal becoming due in such period and total interest expenses (including that portion attributable to capital leases) of the Obligor in respect of all outstanding Notes and any other Parity Debt. "Participant" shall mean any Person participating in the Letter of Credit, the Revolving Note and/or this Agreement. "Participation Agreement" shall mean any Participation Agreement, between the Bank and the other Person purchasing a Participation and named therein. "Payment Account" shall mean Union Bank, N.A., ABA# , A/C# Reference: , or such other account or office as the Bank may from time to time designate. hereof. "Payment Obligations" shall have the meaning set forth in the Preliminary Statement "Person" shall mean an individual, a corporation, a partnership, an association, a trust, a government, a political subdivision, a governmental agency or instrumentality or any other entity or organization. "Plan" shall mean, with respect to the Obligor at any time, an employee pension benefit plan which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code. "Proceeds Fund" shall have the meaning set forth therefor in the Indenture. -7- 425 "Project" shall have the meaning set forth therefor in the Indenture. "Quarterly Payment Date" shall mean the first Business Day of each January, April, July and October of each year. "Rating Agency" shall mean Moody's or S&P or Fitch and their successors and assigns; provided, however, that if any action or consent is required or referred to as coming from only one Rating Agency, "Rating Agency" shall mean either Moody's or S&P. "Reference Rate" means, for any day, the rate per annum equal to the rate of interest announced or otherwise established by the Bank from time to time as its prime commercial rate as in effect on such day, with any change in the Reference Rate resulting from a change in said prime commercial rate to be effective as of the date of the relevant change in said prime commercial rate (it being acknowledged and agreed that such rate may not be the Bank's best or lowest rate). "Reimbursement Obligations" shall have the meaning set forth in the Preliminary Statement hereof. "Request for Decrease in Stated Amount" means a notice from the Obligor to the Bank substantially in the form of Annex I to the Letter of Credit. "Request for Extension" means a notice from the Obligor to the Bank substantially in the form of Annex L to the Letter of Credit. "Resolution" shall have the meaning set forth in the Preliminary Statement hereof. "Revenues" shall have the meaning set forth thereto in the Indenture. "Revolving Note" means the Obligor's revolving note, substantially in the form of Exhibit B attached hereto, issued to the Bank pursuant to Section 2.13 hereof, to evidence the indebtedness of the Obligor due and owing to the Bank under this Agreement with respect to amounts drawn on the Letter of Credit. "Sales Tax" shall have the meaning set forth thereto in the Indenture. "Sales Tax Debt" shall have the meaning set forth thereto in the Indenture. "Sales Tax Expiration Date" shall mean June 30, 2039 or such earlier date as of which the Sales Tax Law may be terminated or repealed. "Sales Tax Law" shall have the meaning set forth in the Preliminary Statement hereof. "Sales Tax Revenues" shall have the meaning set forth thereto in the Indenture. -8- • 426 • "Semi -Annual Payment Date" shall mean the first Business Day of each January and July of each year. "Senior Lien Bond Indenture" shall mean an indenture or indentures entered into after the date of the Indenture between the Obligor and a Senior Lien Trustee, as amended by any Supplemental indenture, providing for the issuance of bonds or other obligations of the Obligor payable from Revenues on a senior priority to the obligation of the Obligor to pay the Notes issued hereunder. "Senior Lien Bonds" shall mean any bonds issued and outstanding pursuant to a Senior Lien Bond Indenture, and any reserve fund surety bonds or other reserve facilities issued on behalf of or entered into by the Obligor in connection therewith. "Senior Lien Obligations" shall mean, collectively, any Senior Lien Bonds and any obligations of the Obligor on a parity therewith. "Senior Lien Trustee" shall mean a trustee or other fiduciary under any Senior Lien Bond Indenture. "Series A Notes" shall man the Riverside County Transportation Commission Commercial Paper Notes (Limited Tax bonds) Series A. "State" shall mean the State of California. "Stated Amount" means, as of any date, the maximum amount which, by the terms of the Letter of Credit, is available to be drawn under the Letter of Credit as of such date. "Stated Expiration Date" shall have the meaning set forth in the Letter of Credit. "Supplemental Indenture" shall have the meaning set forth thereto in the Indenture. "Swap Contract" shall mean (a) any and all rate swap transactions, basis swaps, total return swaps, credit derivative transactions, forward rate transactions, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, cap transactions, floor transactions, collar transactions, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a "Master Agreement"), including any such obligations or liabilities under any Master Agreement. -9- 427 "S&P" shall mean Standard & Poor's Ratings Service, a Standard & Poor's Financial Services LLC business and any successor rating agency. "Taxes" shall have the meaning set forth in Section 2.8 hereof. "Term Loan" shall have the meaning set forth in Section 2.4 hereof. "Term Loan Rate" shall have the meaning set forth in Section 2.3(b) hereof. "Term -Out Date" shall have the meaning set forth in Section 2.4 hereof. "Trustee" shall have the meaning set forth in the Preliminary Statement hereof. "Utilities Code" shall have the meaning set forth in the Preliminary Statement hereof. Section 1.2. Use of Defined Terms. Terms defined in this Agreement shall have their defined meanings when used in any document, certificate, report or agreement furnished from time to time in connection with this Agreement unless the context otherwise requires. Section 1.3. Rules of Construction. When used in this Agreement: (i) the singular includes the plural and the plural includes the singular; (ii) "or" is not exclusive; (iii) a reference to a law includes any amendment or modification to such law; (iv) a reference to a person includes its permitted successors and permitted assigns; (v) a reference to an agreement, instrument, document, regulation, law, statute or act shall include such agreement, instrument, document, regulation, law, statute or act as the same may be amended, modified or supplemented from time to time in accordance, if an agreement, instrument or document, with its terms and as permitted hereby; and (vi) all references to time shall mean New York City time, unless otherwise specified. SECTION 2. TERMS OF THE LETTER OF CREDIT Section 2.1. Issuance of Letter of Credit; Substitution or Termination of Letter of Credit. (a) The Bank hereby agrees, on the terms and subject to the conditions hereinafter set forth and relying upon the representations and warranties set forth in this Agreement or incorporated herein by reference, to issue to the Issuing and Paying Agent its Letter of Credit (substantially in the form of Exhibit A hereto), dated the Date of Issuance and completed in accordance with such form and the terms of this Section 2.1(a). The Stated Amount of the Letter of Credit on the Date -10- • • 428 • of Issuance shall be [$60,750,000]. The Stated Amount may be from time to time reduced and/or reinstated in accordance with the terns of the Letter of Credit and the Obligor irrevocably approves such reductions and reinstatements. The Bank will use only its own funds in honoring an Advance on the Letter of Credit. Unless otherwise terminated in accordance with its terms, the Letter of Credit shall expire on the Stated Expiration Date as such date may be extended from time to time in accordance with the terms hereof and thereof. (b) The Letter of Credit shall be transferred in accordance with its terms to any successor Issuing and Paying Agent. (c) The Obligor may at any time and at its option terminate the Letter of Credit. The Obligor hereby agrees to (i) give the Bank 30 days' prior written notice of any such termination and (ii) pay to the Bank, in immediately available funds as of the date of such termination, all Obligations payable hereunder and under the Fee Agreement, including, without limitation, all principal and interest due and owing on any Advance or Term Loan and any fee related to such. termination, if any. Notwithstanding any such termination, so long as any obligations owing hereunder remain unpaid, this Agreement shall remain in full force and effect. Section 2.2. Advances under the Letter of Credit. As set forth in the Letter of Credit, all Advances to be made under the Letter of Credit shall be made by facsimile, in the form of Annex A to the Letter of Credit, accompanied by a sight draft in the form of Annex H to the Letter of Credit, addressed to the Bank and submitted by the Issuing and Paying Agent at the time and place specified in the Letter of Credit, and no further presentation of documentation, including the original Letter of Credit, need be made; it being understood that the facsimile shall, in all events, be considered to be the sole operative instrument of drawing. The Obligor hereby directs the Bank to honor drawings under the Letter of Credit as provided therein. The Bank may rely upon any such drawing request under the Letter of Credit made by facsimile which it, in good faith, believes to have been dispatched by the Issuing and Paying Agent or its authorized agent. Section 2.3. Interest on Advances. (a) Each Advance not required to be repaid on its related Advance Date pursuant to Section 2.4(a) hereof shall bear interest during the Liquidity Period (computed on the basis of a 365 or 366 -day year, as applicable, and actual days elapsed) payable monthly in arrears on the first Business Day of each month for the immediately preceding calendar month (commencing on the first such date to occur after the related Advance Date) and on the last day of the related Liquidity Period at a rate per annum equal to the Base Rate from time to time in effect (the "Liquidity Rate "); provided, however, that in no event shall the Liquidity Rate be less than the rate of interest applicable to any outstanding Notes. (b) All Term Loans shall bear interest (computed on the basis of a 365 or 366 day year, as applicable, and the actual number of days elapsed) payable monthly in arrears on the first Business Day of each month for the immediately preceding calendar month (commencing on the first such date to occur after the related Term -Out Date) and on the related Maturity Date at a rate per annum equal to the sum of the Base Rate from time to time in effect plus 1.00% (the "Term Loan Rate"); provided, however, that in no event shall the Term Loan Rate be less than the rate of interest applicable to any outstanding Notes. -11- 429 (c) Notwithstanding anything to the contrary contained herein or in any of the Financing Documents, upon the occurrence of any Event of Default, the Obligor shall pay interest on all Obligations, including all outstanding Advances and Term Loans, at the Default Rate. If the Obligor shall fail to pay any amount due and payable hereunder, each such unpaid amount shall bear interest for each day from and including the date it was so due until paid in full at a rate per annum equal to the Default Rate. Interest that accrues hereunder at the Default Rate shall be computed on the basis of a year of a 365 or 366 -day year, as applicable, and actual days elapsed. Any amount of interest accruing hereunder at the Default Rate shall accrue each day and shall be payable on demand. (d) Notwithstanding anything herein or in the other Financing Documents to the contrary, to the extent permitted by law, if at any time the rate per annum payable hereunder exceeds the Maximum Interest Rate for any period for which interest is payable, then (1) interest at the Maximum Interest Rate shall be due and payable with respect to such interest period, and (ii) interest at the rate equal to the difference between (A) the