HomeMy Public PortalAbout04 April 12, 2023 CommissionComments are welcomed by the Commission. If you wish to provide comments to the Commission,
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MEETING AGENDA
TIME/DATE: 9:30 a.m. / Wednesday, April 12, 2023
LOCATION: BOARD ROOM
County of Riverside Administrative Center
4080 Lemon Street, First Floor, Riverside
Public Comment Dial-In Number: 1-669-900-6833
Meeting ID: 843 3689 1259, Passcode: 869862
COMMISSIONERS
Chair – Bob Magee
Vice Chair – Lloyd White
Second Vice Chair – Karen Spiegel
Kevin Jeffries, County of Riverside, District 1
Karen Spiegel, County of Riverside, District 2
Chuck Washington, County of Riverside, District 3
V. Manuel Perez, County of Riverside, District 4
Yxstian Gutierrez, County of Riverside, District 5
Sheri Flynn / Rick Minjares, City of Banning
Lloyd White / Julio Martinez, City of Beaumont
Joseph DeConinck / Johnny Rodriguez, City of Blythe
Linda Molina / Wendy Hewitt, City of Calimesa
Jeremy Smith / Jennifer Dain, City of Canyon Lake
Raymond Gregory / Mark Carnevale, City of Cathedral City
Steven Hernandez / Stephanie Virgen, City of Coachella
Wes Speake / Jim Steiner, City of Corona
Scott Matas / Russell Betts, City of Desert Hot Springs
Clint Lorimore / Todd Rigby, City of Eastvale
Linda Krupa / Malcolm Lilienthal, City of Hemet
Dana Reed / Ty Peabody, City of Indian Wells
Waymond Fermon / Oscar Ortiz, City of Indio
Brian Berkson / Armando Carmona, City of Jurupa Valley
Kathleen Fitzpatrick / Deborah McGarrey, City of La Quinta
Bob Magee / Natasha Johnson, City of Lake Elsinore
Bill Zimmerman / Dean Deines, City of Menifee
Ulises Cabrera / Edward Delgado, City of Moreno Valley
Cindy Warren / Ron Holliday, City of Murrieta
Katherine Aleman / To Be Appointed, City of Norco
Jan Harnik / Kathleen Kelly, City of Palm Desert
Lisa Middleton / To Be Appointed, City of Palm Springs
Michael M. Vargas / Rita Rogers, City of Perris
Meg Marker / Lynn Mallotto, City of Rancho Mirage
Chuck Conder / Patricia Lock Dawson, City of Riverside
Alonso Ledezma / Valerie Vandever, City of San Jacinto
James Stewart / Jessica Alexander, City of Temecula
Joseph Morabito / Ashlee DePhillippo, City of Wildomar
Catalino Pining, Governor’s Appointee Caltrans District 8
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
www.rctc.org
MEETING AGENDA*
*Actions may be taken on any item listed on the agenda
9:30 a.m.
Wednesday, April 12, 2023
Board Room
County of Riverside Administrative Center
4080 Lemon Street, First Floor, Riverside, CA
Public Comment Dial-In Number: 1-669-900-6833
Meeting ID: 843 3689 1259, Passcode: 869862
In compliance with the Brown Act and Government Code Section 54957.5, agenda materials distributed 72 hours prior to
the meeting, which are public records relating to open session agenda items, will be available for inspection by members
of the public prior to the meeting on the Commission’s website, www.rctc.org.
In compliance with the Americans with Disabilities Act, Government Code Section 54954.2, Executive Order N-29-20, and
the Federal Transit Administration Title VI, please contact the Clerk of the Board at (951) 787-7141 if special assistance is
needed to participate in a Commission meeting, including accessibility and translation services. Assistance is provided free
of charge. Notification of at least 48 hours prior to the meeting time will assist staff in assuring reasonable arrangements
can be made to provide assistance at the meeting.
1. CALL TO ORDER
2. ROLL CALL
3. PLEDGE OF ALLEGIANCE
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.
Under the Brown Act, the Commission should not take action on or discuss matters raised during public
comment portion of the agenda that are not listed on the agenda. Commission members may refer such
matters to staff for factual information or to be placed on the subsequent agenda for consideration.
Riverside County Transportation Commission Meeting Agenda
April 12, 2023
Page 2
5. ADDITIONS / REVISIONS – The Commission may add an item to the Agenda after making a
finding that there is a need to take immediate action on the item and that the item came to the
attention of the Commission subsequent to the posting of the agenda. An action adding an
item to the agenda requires 2/3 vote of the Commission. If there are less than 2/3 of the
Commission members present, adding an item to the agenda requires a unanimous vote. Added
items will be placed for discussion at the end of the agenda.
6. CONSENT CALENDAR – All matters on the Consent Calendar will be approved in a single motion
unless a Commissioner(s) requests separate action on specific item(s). Items pulled from the
Consent Calendar will be placed for discussion at the end of the agenda.
6A. APPROVAL OF MINUTES – MARCH 8, 2023
Page 1
6B. MONTHLY INVESTMENT REPORT
Page 13
Overview
This item is for the Commission to:
1) Receive and file the Monthly Investment Report for the month ended
February 28, 2023.
6C. QUARTERLY REPORTING OF CONTRACT CHANGE ORDERS FOR CONSTRUCTION
CONTRACTS
Page 16
Overview
This item is for the Commission to:
1) Receive and file the Quarterly Report of Contract Change Orders for
Construction Contracts for the three months ended December 31, 2022.
6D. RIVERSIDE COUNTY TRANSPORTATION COMMISSION FISCAL YEAR 2022/23 SHORT
RANGE TRANSIT PLAN AMENDMENTS
Page 18
Overview
This item is for the Commission to:
1) Approve the reprogramming of a principal amount of $395,275 plus any interest
from the city of Riverside’s (City) Special Transportation Services Proposition 1B
Public Transportation Modernization, Improvement, and Service Enhancement
Account (PTIMSEA) to the Commission’s South Perris Parking Lot Rehabilitation
Project;
2) Approve an allocation of $417,631 from the Federal Transit Administration
(FTA) Section 5339 Program for the South Perris Parking Lot Rehabilitation
Project;
Riverside County Transportation Commission Meeting Agenda
April 12, 2023
Page 3
3) Approve the budget amendment and changes to the Commission’s amended
FY 2022/23 Short Range Transit Plan (SRTP) to reflect the above-mentioned
funding revisions;
4) Direct staff to submit the federally funded and regionally significant projects to
the Southern California Association of Governments for inclusion into the
Federal Transportation Improvement Program as needed for the FTA Program
of Projects; and
5) Authorize the Chair or Executive Director, pursuant to legal counsel review, to
execute necessary amended agreements related to these allocations on behalf
of the Commission.
6E. MEASURE A SPECIALIZED TRANSIT PROGRAM COVID-19 AND ECONOMIC RELIEF
FUNDING
Page 23
Overview
This item is for the Commission to:
1) Approve Amendment No. 1 to Agreement No. 21-26-096-00 with Friends of
Moreno Valley Senior Center, Inc. for an additional $40,050 of Measure A
Specialized Transit funds for a not-to-exceed amount of $337,135;
2) Approve Amendment No. 1 to Agreement No. 21-26-077-00 with Care
Connexus for an additional $57,704 of Measure A Specialized Transit funds for
a not-to-exceed amount of $969,336;
3) Approve Amendment No. 1 to Agreement No. 21-26-076-00 with Care-A-Van
for an additional $50,000 of Measure A Specialized Transit funds for a not-to-
exceed amount of $1,046,884;
4) Approve Amendment No. 1 to Agreement No. 21-026-087-00 with EXCEED dba
Valley Resource Center for an additional $99,600 of Measure A Specialized
Transit funds for a not-to-exceed amount of $344,460; and
5) Authorize Executive Director, or designee, to approve a temporary waiver of the
Measure A Specialized Transit Program match requirement of 34 percent as
needed for all recipients in Fiscal Years 2022/23 and 2023/24.
7. RIVERSIDE TRANSIT AGENCY UPDATE FROM CEO KRISTIN WARSINSKI
Overview
This item is for the Commission to receive an update from CEO Kristin Warsinski.
Riverside County Transportation Commission Meeting Agenda
April 12, 2023
Page 4
8. AGREEMENT WITH THE SAN BERNARDINO COUNTY TRANSPORTATION AUTHORITY FOR THE
INTERSTATE 15 CROSS-COUNTY TOLL SEGMENT
Page 55
Overview
1) Approve Agreement No. 23-31-028-00 with the San Bernardino County Transportation
Authority (SBCTA) detailing project terms during design and construction phases and
operations for the proposed Interstate 15 (I-15) Cross-County Toll Segment (Project);
2) Approve Agreement No. 17-31-002-03 with the California Department of Transportation
and SBCTA detailing the assignment to SBCTA of the Commission’s rights and obligations
to lease, operate, and maintain a portion of the Commission’s existing 15 Express Lanes
Toll Facility;
3) Approve the Second Supplemental Toll Revenue Indenture to the Master Indenture
(I-15 Toll Road) dated July 1, 2017;
4) Adopt Resolution No. 23-001, “Authorizing the Execution and Delivery of a Supplemental
Toll Revenue Indenture in Connection with the Partial Assignment of a Portion of the I-15
Toll Express Lanes and Taking of All Other Actions Necessary in Connection Therewith”;
5) Authorize the Chair or Executive Director, pursuant to U.S. Department of
Transportation (DOT) Transportation Infrastructure Finance and Innovation Act (TIFIA)
office consent and Commission bond and legal counsel review, to execute the
agreements and other required financing related documents on behalf of the
Commission;
6) Authorize the Chair or Executive Director, pursuant to U.S. DOT TIFIA office consent and
Commission bond and legal counsel review, to execute an agreement between SBCTA
and SBCTA’s back-office toll service provider (TSP), and subsequent amendments or new
agreements with any successor back-office TSP, to which the Commission will be
signatory to ensure that revenues are transferred annually from SBCTA through its back-
office TSP to the Commission;
7) Authorize the allocation to SBCTA of approximately $14 million in federal Congestion
Mitigation and Air Quality (CMAQ) funds for design and construction phase costs for
15 Express Lane access improvements near Cantu-Galleano Ranch Road for the Project;
8) Authorize the transfer of $310,000 in Measure A (Economic Development) funds to the
15 Express Lanes to account for construction impacts related to 15 Express Lanes access
improvements near Cantu-Galleano Ranch Road;
9) Authorize the allocation of a contingency amount not to exceed $1 million in federal
CMAQ funds for 15 Express Lane access improvements near Cantu-Galleano Ranch Road;
and
10) Authorize the Executive Director, or designee, to approve contingency work as may be
required for the Project.
9. STATE AND FEDERAL LEGISLATIVE UPDATE
Page 155
Overview
1) Receive and file a state and federal legislative update.
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April 12, 2023
Page 5
10. ITEM(S) PULLED FROM CONSENT CALENDAR AGENDA
11. EXECUTIVE DIRECTOR REPORT
12. COMMISSIONER COMMENTS
Overview
This item provides the opportunity for brief announcements or comments on items or matters
of general interest.
13. ADJOURNMENT
The next Commission meeting is scheduled to be held at 9:30 a.m. on Wednesday,
May 10, 2023.
AGENDA ITEM 6A
MINUTES
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
MEETING MINUTES
Wednesday, March 8, 2023
1.CALL TO ORDER
The Riverside County Transportation Commission was called to order by
Chair Bob Magee at 9:31 a.m. in the Board Room at the County of Riverside Administrative
Center, 4080 Lemon Street, First Floor, Riverside, California, 92501. Public Comment Dial-
In-Number: 1-669-900-6833 Meeting ID: 843 3689 1259, Passcode: 869862.
2.ROLL CALL
Commissioners/Alternates Present Commissioners Absent
Katherine Aleman Lisa Middleton Chuck Conder
Brian Berkson Linda Molina Steven Hernandez
Russell Betts Joseph Morabito Clint Lorimore
Ulises Cabrera Catalino Pining V. Manuel Perez
Joseph DeConinck Dana Reed
Waymond Fermon Jeremy Smith
Kathleen Fitzpatrick Wes Speake
Sheri Flynn Karen Spiegel
Raymond Gregory James Stewart
Yxstian Gutierrez Michael M. Vargas
Jan Harnik Valerie Vandever
Kevin Jeffries Cindy Warren
Linda Krupa Chuck Washington
Bob Magee Lloyd White
Meg Marker Bill Zimmerman
3.PLEDGE OF ALLEGIANCE
Commissioner Jan Harnik led the Commission in a flag salute.
4.PUBLIC COMMENTS
There were no requests to speak from the public.
5.ADDITIONS / REVISIONS
There were no additions or revisions to the agenda.
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6. CONSENT CALENDAR
M/S/C (Reed/Fermon) to approve the following Consent Calendar items.
6A. APPROVAL OF MINUTES – FEBRUARY 2-3 WORKSHOP AND FEBRUARY 8, 2023
6B. QUARTERLY SALES TAX ANALYSIS
1) Receive and file the sales tax analysis for the Quarter 3, 2022 (3Q 2022).
6C. QUARTERLY FINANCIAL STATEMENTS
1) Receive and file the Quarterly Financial Statements for the six months
ended December 31, 2022.
6D. MONTHLY INVESTMENT REPORT
1) Receive and file the Monthly Investment Report for the month ended
January 31, 2023.
6E. QUARTERLY PUBLIC ENGAGEMENT METRICS REPORT, OCTOBER-DECEMBER
2022
1) Receive and file the Quarterly Public Engagement Metrics Report for
October-December 2022.
6F. AMENDMENT TO PALO VERDE VALLEY TRANSIT AGENCY’S FISCAL YEAR 2022/23
SHORT RANGE TRANSIT PLAN
1) Approve a $97,500 allocation increase of Local Transportation Funds (LTF)
for the Palo Verde Valley Transit Agency (PVVTA) for Fiscal Year 2022/23;
and
2) Approve PVVTA’s amended FY 2022/23 Short Range Transit Plan (SRTP) to
reflect the LTF increase in the amount of $97,500 for operating expenses.
6G. ACTIVE TRANSPORTATION PROGRAM CYCLE 6 - RIVERSIDE COUNTY PROJECT
RECOMMENDATIONS FOR METROPOLITAN PLANNING ORGANIZATION
REGIONAL PROGRAM
1) Receive and file the Cycle 6 Active Transportation Program (ATP) list of
recommended projects in Riverside County for Metropolitan Planning
Organization (MPO) adoption in the amount of $46,394,000.
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6H. PROPOSED POLICY GOALS AND OBJECTIVES FOR FISCAL YEAR 2023/24 BUDGET
1) Review and approve the proposed Commission Policy Goals and Objectives
for the Fiscal Year (FY) 2023/24 Budget; and
2) Review and approve the Fiscal Accountability Policies for the FY 2023/24
Budget.
6I. FUNDING REQUEST FOR INTERSTATE 10 MONROE STREET INTERCHANGE
PROJECT
1) Approve programming $26,232,000 of Surface Transportation Block Grant
(STBG) funds for the Interstate 10/Monroe Street Interchange Project;
2) Approve Agreement No. 23-72-051-00 between the Commission and the
County of Riverside for the programming of $26,232,000 of STBG for the
construction phase of the Interstate 10/Monroe Street Interchange
Project.
6J. SETTLEMENT AGREEMENT CONTRIBUTIONS INVOLVING THE WORLD LOGISTICS
CENTER FROM THE CITY OF MORENO VALLEY AND HIGHLAND FAIRVIEW FOR
THE CENTER FOR ENVIRONMENTAL RESEARCH AND TECHNOLOGY AND THE
COMMUNITY TRANSLATIONAL RESEARCH INSTITUTE
1) Award Agreement No. 23-67-042-00 to the University of California Regents
for the Center for Environmental Research and Technology (CERT) at the
University of California, Riverside (UCR) in the amount of $100,000 from
settlement funds received from Highland Fairview and the city of Moreno
Valley (Moreno Valley);
2) Award Agreement No. 23-67-043-00 to the Community Translational
Research Institute (CTRI), a program of the Public Health Foundation
Enterprises Inc., dba Heluna Health, in the amount of $100,000 from
settlement funds received from Highland Fairview and Moreno Valley; and
3) Authorize the Chair or Executive Director, pursuant to legal counsel review,
to execute the agreements on behalf of the Commission.
Chair Magee introduced new Commissioners Valerie Vandever from the city of San Jacinto
and Katherine Aleman from the city of Norco.
7. RIVERSIDE-DOWNTOWN METROLINK STATION IMPROVEMENT PROJECT STATUS
David Lewis, Capital Projects Manager, presented the Riverside-Downtown Metrolink
Station Improvement Project status update, highlighting the following areas:
• Background
o Federal Transit Administration (FTA) and Metrolink are project partners
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o In 2019, team commenced environmental process and technical analysis
for station improvements
o Draft environmental impact report and environmental assessment
(EIR/EA) circulated December 2021 through February 2022
o Public and stakeholder outreach was conducted throughout the process
• Project purpose
o Operational improvements to avoid conflicts with freight trains
o Reduce delays at the station
o Allow for future Metrolink service expansion
o Provides increased availability and reliability of public transportation
alternatives to driving
• Ariel exhibit of the existing station and surrounding environment
• An exhibit that shows the current track configuration and adjacent building
• An exhibit of the Project details
• Project update
o Addressing public and agency comments on draft EIR/EA
o Coordination with FTA and the State Historical Preservation Officer (SHPO)
o Total project cost now ranges $140 million to $160 million
o Scoping phase total cost estimate $26 million
o Significant cost increase mainly due to right of way acquisition and
relocation
o Increase cost also due to contaminated soils
Luz Negron, a community member, expressed opposition to the Metrolink station project
due to the well-being of their community. She asked what does the environmental study
show, what is the impact related to their community, and in looking at the map where
this project would be built it does not show the neighborhood so what is next to that
proposal of the Metrolink station. She congratulated all the females present because it
is International Women’s Day and to all the allies and great men that support them.
Sala Ponnech, representing LULAC of Riverside, stated the staff recommendation came as
a surprise and even if RCTC were to find all the money necessary to cover the increased
estimated costs of this project LULAC of Riverside will still oppose it. They do not believe
it should be cited in that area aside from whatever funding it will take to complete this
project.
Yolanda Esquivel, representing the LULAC of Riverside Council 3190, stated it is their
understanding there will be a recommendation to suspend the project. She expressed
the residents of the eastside of the city of Riverside want a commitment of total
termination of this project. The eastside of Riverside has been severely impacted for
generations with air pollution, traffic congestion, and noise, including freight trains and
the Metrolink only made worse by the building of warehouses in their vicinity. They have
the constant growth and infringement of the University of California, Riverside (UCR),
which brings in more people, more traffic, bicycles, scooters and much more air and noise
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pollution. RUSD is planning to build a much-needed elementary school one block away
from RCTC’s planned project their children will be severely impacted with more pollution
and danger from traffic. They are requesting to terminate this project indefinitely. They
are not against transportation and recommend RCTC looks for another site for this project
away from the eastside of Riverside.
Clarissa Cervantes, city of Riverside Council Member, stated she represents the district
where RCTC’s project has been proposed. She listed all the groups that oppose the
expansion project due to the significant impacts it would have to the eastside community
and residents. She stated local homes and residents would be displaced, a small business
that provides over 300 tech jobs would leave the city of Riverside, they would destroy and
demolish the historic FMC building, and expose 800 future youth students and educators
to harm. The FMC building is beloved and cherished in their community and for many
people across Riverside and it is in the cultural and arts district. In speaking with Mike
Futrell, city of Riverside City Manager, and Anne Mayer, Executive Director, they have
discussed exploring alternative expansion projects on the westside of Vine Street to
potentially build a Transit Oriented Development Project that connects the Riverside
Transit Agency (RTA) mobility hub and their downtown. She requested to support staff
recommendation today but with added language that this specific project will not be
considered should funding become available. This project clearly lacks the community
support and the support of several elected officials who represent this neighborhood and
the city of Riverside.
Gilberto Esquivel, representing LULAC of Riverside Council 3190, stated he is against the
Riverside-Downtown Metrolink Station Project. He expressed the eastside of Riverside
has always been the subject of abuse, neglect, and to all what is considered unlivable
conditions. For 57 years children of the eastside have been bused to different schools
and there are 1,800 children being bused, which makes it difficult for them going and
coming to school. He expressed they managed to convince the RUSD Board to construct
a new school and the site that was selected is right next to RCTC’s project. They
recommend the Commissioners terminate this project totally as their children and the
residents are being hurt because they think this is coming to this site and to consider the
future of thousands of children if this project is constructed.
Julius Nelson stated he supports completely suspending the project or a rapid move
forward. They occupy the FMC building, and the unknown is really inhibiting their growth
and there are good reasons for this project to be suspended or canceled by the public.
He does not want this Commission to base it on the budget because they feel the budget
numbers are inaccurate. He stated an email was sent to the Commissioners on March 7
explaining why and he wanted to make sure it was on record.
Marven Norman, Policy Coordinator, Center for Community Action and Environmental
Justice, stated they would like to support the eastside community with the concerns
about the proximity of the project to the upcoming elementary school, but they also want
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to recognize the importance of better transit service is an intricate part of making sure
that people have alternatives to get around. He expressed concern to completely suspend
the project instead of the Commission continuing to work to find other alternatives that
do not have the same impacts on the community. He suggested to keep the current
parking and utilize other parking or locate the parking elsewhere in proximity to the
station. They would like to see the improvements that would be provided by the project
through transit and find some way to utilize them without having the same impacts on
the community.
Karen Borja, Planned Parenthood of the Pacific Southwest, stated they serve over 25,000
patients in the city of Riverside. Permanently canceling the project is important for public
safety and health, and the safety of neighbors and pedestrians. She stated from the staff
report it seems there are serious oversights not just on the public desire of this project,
but the environmental impacts and soil considerations. As the Commissioners decide on
how to handle this project and how they choose to move forward it would be very
important to consider environmental impact and soil reports and the like as the
Commissioners continue to move other projects forward across the county and the
region.
Lisa Mobley, Administrative Services Director/Clerk of the Board, announced there was
one written correspondence about this item from Martha Howard, a copy was provided
to all the Commissioners at the dais.
Anne Mayer clarified staff is asking the Commissioners to suspend any work on this
project - no further investment in the environmental document, and it essentially stops
the project. She stated they do not see any feasible alternative given the circumstances
related to right of way acquisition and the environmental document they have been
working on for several years evaluated other alternatives and there are no other feasible
operational alternatives. The platform cannot be moved to the westside, the westside is
not where the BNSF lines are where the Metrolink trains run on - that is where the Union
Pacific lines run so there is no opportunity to expand to the west. She clarified if the
Board supports staff recommendation RCTC is stopping work on this project and noted
going back a few years the reason RCTC started this project was based on requests from
the city of Riverside to expand rail service downtown. There is no support currently, so
staff is recommending suspension of the project which means RCTC is stopping. The
environmental process really worked here and there was very active participation from
the public. There was a lot of interest not only related to the neighborhood as seen here
they were very well represented with a lot of important comments and the school district
had additional comments as well. Staff was looking at a lot of ways they could mitigate
concerns, which is what RCTC does with every project. She noted that she did speak to
Mike Futrell as it was mentioned and RCTC has always been open to a conversation about
joint transit-oriented development at the Commission’s existing Metrolink station and
remain open to that idea and they have twice gone out with the city of Riverside looking
for joint development on that station, but it will not include expansion of the rail
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platforms. It would be if there is a development proposal a land use proposal coming
from the city of Riverside to look at how to integrate the station in, but it would not
include expansion that would not resurrect the suspension that is being discussed today.
She clarified the action the Commissioners take today will stop all work on the project.
Commissioner Wes Speake expressed appreciation for the additional comments and for
hearing from the public and stated he knows that this stop is very important to the
Coachella Valley Rail and CV Rail is very important to the Commissioners. He is willing to
volunteer the city of Corona to have a stop there if that can happen.
Commissioner Michael Vargas expressed appreciation to Anne Mayer for clarifying that
to the public and he thanked all the speakers for coming out and relaying their thoughts.
He noted having a lot of conversations with folks starting with the former Commissioner
Andy Melendrez as well and is happy this is on the agenda to postpone which ultimately
means to stop and when the time comes, he would like to make the motion to staff
recommendation.
Commissioner Cindy Warren asked if they could take the word suspend out and put
terminate in the motion.
Anne Mayer replied she would recommend not because they are not completing the
environmental document so the process would be if they continued with the
environmental document and staff brought it forward to the Commissioners to make a
decision that would be where the Commissioners would certify the environmental
document and make a decision not to proceed. Staff is not finishing the environmental
document they are just stopping right now.
Commissioner Warren thanked Anne Mayer and stated she just wanted the public to hear
that.
Commissioner Vargas made the motion to approve staff recommendation.
Commissioner Chuck Washington seconded the motion.
Commissioner Ulises Cabrera concurred with Commissioner Vargas’ comments to support
staff recommendation to suspend and thanked the public speakers and Council Member
Cervantes for coming out and sharing their perspectives and concerns.
Commissioner Brian Berkson stated as one of the four Commission Members who sits on
Metrolink Board, they heard the residents, and they understand the issues at hand. He
expressed he does not want to lose sight of the $10 billion Southern California Optimized
Rail Expansion (SCORE) Program funding. They already approved projects throughout Los
Angeles County with some of that money and he does not want to see the Commission
lose that fair share of that either. He suggested the Commission should continue to look
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for an alternative placement that satisfies the residents wherever it goes because the
additional tracks would bring the potential to increase service. It is all geared toward
2028 and the Olympics to increase movement throughout the entire Southern California
region, Metrolink is five counties wide and 550 miles of tracks. There is quite a bit of
coverage they have a very nice share of stations in Riverside County and as one of the
Metrolink Board Members it is his goal to ensure they can increase service, provide a
better opportunity, and have additional options for their residents. He expressed concern
to see this project being taken off the books, but it does give the Commission an ability
to look at some others as Anne Mayer mentioned they are willing to discuss other options
here.
Anne Mayer stated with respect to the state funding they received for a project here they
have already had conversations with Metrolink CEO Darren Kettle. The money will go
back into the SCORE Program throughout Southern California so the money will not be
lost to the Metrolink system, whether that money is spent in Riverside County is
uncertain. She clarified there is not another project at the Riverside-Downtown station
now or in the immediate future, that money if it is spent in Riverside County would be
spent on either track elsewhere in the system in Riverside County or one of the
Commission’s other eight stations. She stated the whole point of the Riverside project
was to provide capacity downtown.
M/S/C (Vargas/Washington) to:
1) Recommend suspension of the environmental and engineering tasks on
the Riverside-Downtown Metrolink Station Improvement Project.
No: Reed
At this time, Commissioner Russell Betts left the meeting.
8. FORMULA FUNDING DISTRIBUTION WITHIN RIVERSIDE COUNTY
Jillian Guizado, Planning and Programming Director, provided a detailed overview for the
formula funding distribution within Riverside County. She noted she is joined by the
Coachella Valley Association of Governments (CVAG) Director of Transportation Jonathan
Hoy to answer any questions.
M/S/C (Reed/Middleton) to:
1) Approve Agreement No. 23-66-052-00, a Memorandum of
Understanding (MOU) between the Commission and the Coachella Valley
Association of Governments (CVAG) to outline certain formula funding
distributions as follows:
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a) Measure A – Distribute Measure A funds as directed in the
Measure A Ordinance and Expenditure Plan approved by
Riverside County voters in 2002;
b) Local Transportation Fund Planning – Distribute Local
Transportation Fund (LTF) Planning funds to CVAG following
RCTC-adopted distribution formula;
c) State Transportation Improvement Program – Distribute State
Transportation Improvement Program (STIP) funds consistent
with the 1998 MOU with Western Riverside Council of
Governments (WRCOG) and CVAG;
d) State Transportation Improvement Program – Revise STIP
Planning, Programming, and Monitoring (PPM) distribution to
CVAG from a set annual dollar amount to the Coachella Valley
percentage share of taxable sales applied to annual STIP PPM
allocation amounts following the procedures contained herein;
e) Local Partnership Program Formula – Distribute Local Partnership
Program (LPP) Formula funds to CVAG for the Coachella Valley
share of taxable sales;
f) Local Partnership Program Formula – Coordinate with CVAG
leading up to each LPP Formula cycle to communicate the
Coachella Valley LPP Formula share balance and determine if
there is an eligible Coachella Valley project on which to program
the funds; and
2) Approve entering into a revised MOU with the city of Blythe (Blythe) to
process a biennial LPP Formula funding swap in tandem with each
biennial STIP cycle, beginning in calendar year 2023; and
3) Authorize the Executive Director, pursuant to legal counsel review, to
execute the agreement on behalf of the Commission.
At this time, Commissioner Betts rejoined the meeting.
9. AMEND RCTC’S 2023 ADOPTED LEGISLATIVE PLATFORM AND STATE AND FEDERAL
LEGISLATIVE UPDATE
David Knudsen, External Affairs Director, presented an update for the state and federal
legislative activities, amending the Commission’s Adopted 2023 State and Federal
Legislative Platform and to consider sponsoring legislation that will increase the
Commission’s current sales tax authority. He provided background information that came
out of the 2023 Projects and Funding Strategies Ad Hoc Committee related to the RCTC’s
Traffic Relief Plan, RCTC’s existing statutory authority, and details regarding legislative
concepts that could help the Commission meet future project funding goals.
Lisa Mobley noted RCTC received written correspondence, which has been provided to
the Commissioners at the dais.
9
Riverside County Transportation Commission Meeting Minutes
March 8, 2023
Page 10
Commissioner Joseph Morabito stated he recognizes this is not asking for a tax increase
it just increases the authority from one percent to one and a half percent but that is
softening up for an eventual ballot measure. He requested when they get to that point,
he wants ample time before seeking putting that on the ballot because his vote will be
based on the pleasure of the city of Wildomar’s city council.
Anne Mayer stated for those Commissioners who were not on the Commission prior to
2020, any update of the Traffic Relief Plan or any conversation about a sales tax measure
would go through repeated conversations both at the Committee and the Commission
level as well as public outreach and conversations with city councils. This legislation
would not have any impact on the kind of public outreach and conversation that would
need to take place by this Commission as it weighed the decisions related to the plan
and/or any potential tax increase.
M/S/C (Reed/Middleton) to:
1) Approve amendment to the Commission’s adopted 2023 State and
Federal Legislative Platform;
2) Approve sponsoring legislation that will change RCTC’s sales tax
authority from one percent to one and a half percent; and
3) Receive and file a state and federal legislative update.
No: Jeffries
10. ITEM(S) PULLED FROM CONSENT CALENDAR FOR DISCUSSION
There were no items pulled from the Consent Calendar.
11. EXECUTIVE DIRECTOR’S REPORT
Anne Mayer:
• Welcomed and introduced new Caltrans District 8 Director Catalino Pining to
RCTC. She also congratulated him on a well-deserved promotion at Caltrans.
• Welcomed UCR student Isabella, who is shadowing her today at RCTC to look at
how government works.
12. COMMISSIONER COMMENTS
12A. Commissioner Speake stated at the workshop they had a lot of discussion and this
body decided to reevaluate and prioritize the Commission’s programs going
forward. He wanted their newest colleagues to know the 15 and 91 Projects have
required over a $2 billion investment since 2014. That has paid dividends to this
Commission, and he asked Anne Mayer to provide a total dollar amount that those
10
Riverside County Transportation Commission Meeting Minutes
March 8, 2023
Page 11
toll lanes have brought into the Commission. It has aided in goods movement and
commuters to get to their jobs in Orange County and in Los Angeles County
bringing back billions in salaries and the paid property tax and sales tax to the
region it is not just the city of Corona these are regional projects, and they are not
complete. The 91 Project has critical pieces missing that artificially inflate toll
rates on the eastern end and divert traffic onto Corona streets that block people’s
general movement. He does not think there are too many folks in the Board Room
that can say that they have constituents that cannot regularly get out of their
driveways. This has been going on since 2014 when the 91 Project started and the
I-15 Project remains one third done. It generates a bottleneck that maxes out toll
rates and that is not just for the city of Corona it is for commuters in the entire
region that travel these areas. The problem is that RCTC has not finished their
projects they have not finished their commitments. He had a resident ask how
many closures there have been since 2014 or how many closures just this year so
he went back and calculated and there have been over 125 individual closures just
in these last two months. Over a dozen 55-hour closures over the lifetime of these
projects and probably thousands and thousands of closures that impact these
people every single day since 2014. He reminded everyone when they start to
prioritize, they ensure that they look at those commitments that have been made
overtime and those that are looking for projects that the Commission completes
projects and look at the impacts to their communities.
12B. Commissioner Harnik as a representative of Southern California Association of
Governments (SCAG) announced the SCAG General Assembly will be held on May
4 and 5 in Palm Desert at the JW Marriott.
At this time, Commissioners Gutierrez and Jeffries left the meeting.
12C. Commissioner Warren announced on April 15 everyone is invited to Murrieta for
their 76th Annual Celebration for their Fire Fighters Association and Department
as they are having a barbeque at Town Square Park.
12D. Commissioner Zimmerman reported last year he had a meeting with Congressman
Ken Calvert, and they talked about a bridge project that was shovel ready in his
city and California Environmental Quality Act (CEQA) was completed and he was
asking for his help with some funding which they received. However, because
they received federal funding it adds a requirement for a National Environmental
Policy Act (NEPA) study, which adds another 18 months and a lot more taxpayer
money. This year Congressman Calvert hearing their frustration with that is
introducing a bill he calls it the REBUILD Act H.R. 495 and suggested that the
Commissioners watch this bill and see if they can support that. It would allow
states like California that have CEQA approval already would not need NEPA that
the CEQA would override it.
11
Riverside County Transportation Commission Meeting Minutes
March 8, 2023
Page 12
12E. Commissioner Vargas announced the Air Show is coming back to the March Air
Reserve Base Museum on April 22 and 23.
Commissioner Spiegel suggested when they adjourn this meeting if it could be adjourned in
honor of Norco Commissioner Ted Hoffman who passed away.
13. CLOSED SESSION
13A. CONFERENCE WITH LEGAL COUNSEL: EXISTING LITIGATION
Pursuant to Government Code Section 54956.9 (d)(1)
Case No(s). CVRI2101970
There were no announcements from the Closed Session.
14. ADJOURNMENT
There being no further business for consideration by the Riverside County Transportation
Commission, Chair Magee adjourned the meeting in memory of Norco Commissioner Ted
Hoffman at 10:47 a.m. The next Commission meeting is scheduled to be held at 9:30 a.m.
on Wednesday, April 12, 2023.
Respectfully submitted,
Lisa Mobley
Administrative Services Director /
Clerk of the Board
12
AGENDA ITEM 6B
Agenda Item 6B
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE: April 12, 2023
TO: Riverside County Transportation Commission
FROM: Megan Kavand, Senior Financial Analyst
Sergio Vidal, Chief Financial Officer
THROUGH: Anne Mayer, Executive Director
SUBJECT: Monthly Investment Report
STAFF RECOMMENDATION:
This item is for the Commission to:
1) Receive and file the Monthly Investment Report for the month ended February 28, 2023.
BACKGROUND INFORMATION:
The Commission’s investment reports have generally reflected investments primarily
concentrated in the Riverside County Pooled Investment Fund as well as investments in mutual
funds for sales tax revenue bonds debt service payments.
As a result of significant project financings such as the State Route 91 Corridor Improvement
Project (91 Project or 91 CIP) and the Interstate 15 Express Lanes Project (I-15 ELP), the
Commission engaged MetLife Investment Management, LLC, formerly Logan Circle Partners, L.P.
(MetLife), as the investment manager for the bond proceeds and other required funds.
Additionally, the Commission engaged Payden & Rygel Investment Management (Payden &
Rygel) to make specific investments for Commission operating funds. The Commission approved
initial agreements with the investment managers in May 2013 following a competitive
procurement and has extended the agreements through the annual recurring contracts process.
MetLife invested the debt proceeds and subsequent other required contributions for the 91
Project and I-15 ELP in separate accounts of the Short-Term Actively Managed Program (STAMP).
The Commission completed the 91 Project financing in 2013, the I-15 ELP and 91 Project
completion financing (2017 Financing) in July 2017 and the 2021 91 Project refinancing
(2021 Financing) in October 2021. Consistent with financing expectations, the Commission
expended all 91 Project debt proceeds and equity contributions, except for the toll revenue
bonds debt service reserve, and subsequent to commencement of operations, established other
required accounts. The Commission continues to expend the 2017 Financing bond proceeds on
the I-15 ELP and funded required reserve accounts.
13
Agenda Item 6B
The monthly investment report for February 2023, as required by state law and Commission
policy, reflects the investment activities resulting from the 91 Project,
2017 Financing, 2021 Financing and available operating cash. As of February 28, 2023, the
Commission’s cash and investments were comprised of the following:
CASH AND INVESTMENTS PORTFOLIO AMOUNTS 1
Operating $ 814,789,237
Trust 274,610,907
Commission-managed 174,513,920
STAMP for 91 CIP 56,969,904
STAMP for 2017 Financing 30,718,516
Total $ 1,351,602,484
Note: 1 Unreconciled and unaudited
As of February 28, 2023, the Commission’s cash and investments are in compliance with both the
Commission’s investment policy adopted on December 14, 2022, and permitted investments
described in the indenture for the Commission’s sales tax revenue bonds and the master
indentures for the Commission’s toll revenue bonds. Additionally, the Commission has adequate
cash flows for the next six months.
FISCAL IMPACT:
This is an information item. There is no fiscal impact.
Attachment: Investment Portfolio Report
14
Riverside County Transportation Commission
Investment Portfolio Report
Period Ended: February 28, 2023
STATEMENT
BALANCE 1 FINANCIAL
INSTUTION STATEMENTS
RATING
MOODYS /
S&P
COUPON
RATE
PAR
VALUE
PURCHASE
DATE
MATURITY
DATE
YIELD TO
MATURITY
PURCHASE
COST
MARKET
VALUE
UNREALIZED
GAIN (LOSS)
OPERATING FUNDS
City National Bank Deposits 10,349,625 City National Bank Available upon request A3/BBB+N/A N/A
County Treasurer's Pooled Investment Fund 804,439,612 County Treasurer Available upon request
Subtotal Operating Funds 814,789,237
FUNDS HELD IN TRUST
County Treasurer's Pooled Investment Fund:
Local Transportation Fund 274,610,907 County Treasurer Available upon request
Subtotal Funds Held in Trust 274,610,907
COMMISSION MANAGED PORTFOLIO
US Bank Payden & Rygel Operating 53,942,674 US Bank Available upon request
First American Government Obligation Fund 120,571,246 US Bank Available upon request N/A N/A N/A
Subtotal Commission Managed Portfolio 174,513,920
STAMP PORTFOLIO for 91 CIP
2021 Series B Reserve Fund 37,055,762 US Bank Available upon request
2021 Series C Reserve Fund 7,486,197 US Bank Available upon request
2013 Series A & Series B Reserve Fund 12,427,945 US Bank Available upon request
Subtotal STAMP Portfolio - 91 CIP 56,969,904
STAMP PORTFOLIO for 2017 Financing
Sales Tax I15 ELP Project Revenue Fund 15,431,408 US Bank Available upon request
Ramp Up Fund 15,287,107 US Bank Available upon request
Subtotal STAMP Portfolio - 2017 Financing 30,718,515
TOTAL All Cash and Investments 1,351,602,484$
Notes:
1 Unreconciled and unaudited
Available upon request
Available upon request
Available upon request
Available upon request
Available upon request
Available upon request
Available upon request
Available upon request
$-
$100,000,000
$200,000,000
$300,000,000
$400,000,000
$500,000,000
$600,000,000
$700,000,000
$800,000,000
$900,000,000
STAMP Portfolio for 91 CIP Reserve - 0.92%
STAMP Portfolio for 91 CIP Residual Fund - 2.74%
STAMP Portfolio for 91 CIP TIFIA Reserve Fund - 0.55%
STAMP Portfolio for 2017 Financing I15 ELP Project Revenue Fund
- 1.14%
STAMP Portfolio for 2017 Financing Ramp Up Fund - 1.13%
Commission Managed Portfolio - 12.91%
Trust Funds - 20.32%
Operating Funds - 60.28%
Nature of Investments Mutual Funds,
8.92%
County
Pool/Cash,
80.60%
Fixed Income ,
10.48%
15
AGENDA ITEM 6C
Agenda Item 6C
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE: April 12, 2023
TO: Riverside County Transportation Commission
FROM: Bryce Johnston, Senior Capital Projects Manager
THROUGH: Anne Mayer, Executive Director
SUBJECT: Quarterly Reporting of Contract Change Orders for Construction Contracts
STAFF RECOMMENDATION:
This item is for the Commission to:
1) Receive and file the Quarterly Report of Contract Change Orders for Construction
Contracts for the three months ended December 31, 2022.
BACKGROUND INFORMATION:
During the past quarter, October through December 2022, the Commission has had the following
projects under construction:
1. Mid County Parkway (MCP) Placentia project
2. I-15 Railroad Canyon Interchange project
3. SR-60 Truck Lanes project
4. MVMF Platform and Track Expansion
5. I-15 Express Lanes project
6. SR-91 Corridor Operations project (91 COP)
7. 15/91 Express Lanes Connector
8. I-15 Interim Corridor Operations project
DISCUSSION:
At the direction of the Executive Committee at its March 2021 meeting, a report will be filed each
quarter listing the construction contract change orders that were issued in the previous quarter.
The following table summarizes the Contract Change Orders that occurred in the last quarter
(2nd quarter of Fiscal Year 2022/23).
16
Agenda Item 6C
FISCAL IMPACT:
The Contract Change Orders were executed using available contingency authorized with the
construction contract for each project.
Project CCO No.Description Amount
CCO 2-S1 Additional Funds - Maintain Traffic and Flagging $25,000.00
CCO 13-S1 Additional Funds Maintain Existing Edge Drain System $10,000.00
CCO 1-S1 Maintaining Traffic and Flagging $35,000.00
CCO 7-S1 Additional Fence Repair $8,941.11
CCO 52-S1 Caltrans Location 1 Signal Supplemental $50,000.00
CCO 59 WB-31 Connection $40,000.00
CCO 73 AC Removal at Median for Midwest Guardrail System (MGS) Installation $15,416.25
CCO 77 RA5 Right Turn Modified Striping & Signage $1,093.56
CCO 80 Booster Pump Relocation $25,000.00
CCO 84 Extend MGS at RA3 NB Off Ramp $72,280.57
CCO 84 Geosynthetic Reinforcement Item $88,836.00
CCO 85 Vegetation Control Item Adjustment $38,616.73
CCO 87 Wildlife Cameras (inc. 3ft boulders)$15,872.47
91 C.O.P CCO 23 Settlement Agreement 612,141
CCO 13 Median Sign Barrier $290,364.00
CCO 17 Scupper Barrier Elimination ($400,000.00)
CCO 20 Public Outreach Scope Modification ($119,280.00)
I-15 Interim Corridor Operations Project CCO 4 Miscellaneous Items $278,650.42
15/91 Express Lanes Connector
MCP Placentia Project
Contractor Change Orders executed in the 4th Quarter of CY 2022
SR-60 Truck Lanes Project
I-15 Railroad Canyon Interchange Project
17
AGENDA ITEM 6D
Agenda Item 6D
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE: April 12, 2023
TO: Riverside County Transportation Commission
FROM:
Western Riverside County Programs and Projects Committee
Sheldon Peterson, Rail Manager
Eric DeHate, Transit Manager
THROUGH: Anne Mayer, Executive Director
SUBJECT: Riverside County Transportation Commission Fiscal Year 2022/23 Short Range
Transit Plan Amendments
WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE AND STAFF
RECOMMENDATION:
This item is for the Commission to:
1) Approve the reprogramming of a principal amount of $395,275 plus any interest from the
city of Riverside’s (City) Special Transportation Services Proposition 1B Public
Transportation Modernization, Improvement, and Service Enhancement Account
(PTIMSEA) to the Commission’s South Perris Parking Lot Rehabilitation Project;
2) Approve an allocation of $417,631 from the Federal Transit Administration (FTA)
Section 5339 Program for the South Perris Parking Lot Rehabilitation Project;
3) Approve the budget amendment and changes to the Commission’s amended FY 2022/23
Short Range Transit Plan (SRTP) to reflect the above-mentioned funding revisions;
4) Direct staff to submit the federally funded and regionally significant projects to the
Southern California Association of Governments for inclusion into the Federal
Transportation Improvement Program as needed for the FTA Program of Projects; and
5) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute
necessary amended agreements related to these allocations on behalf of the Commission.
BACKGROUND INFORMATION
The SRTPs serve as the Commission’s primary justification for federal and state grants for transit
operations and capital and provides a short-term vision of public transportation for the county
including strategies that will help guide transportation decisions over the next three to five years.
The Commission’s SRTP focuses on the regional transit programs administered by the
Commission, which includes the vanpool and rail programs, and serves as a blueprint for service
improvements and capital priorities for the next five years. The Commission is responsible for
managing and administering transit funds throughout the county to ensure that state and federal
formula funding is allocated based on need and used in a timely manner to avoid lapsing funds.
18
Agenda Item 6D
In order to more effectively utilize available grant funding, staff is requesting the following
modification to the FY 2022/23 SRTP (Attachment 1).
This modification is for the for the South Perris Station Parking Lot Rehabilitation Project to add
$417,631 in FTA 5339 funding and $395,275 plus interest in Proposition 1B PTMISEA funding.
These funds will be matched with $1 million of existing FTA 5309 grant funds for a total of
$1.8 million to complete the project described below. FTA 5339 is also known as the Bus and Bus
Facilities Program. A total of $417,631 is available for the vanpool program; however, since the
vanpool program does not purchase or lease any vehicles or facilities, staff is proposing to
program the funds on the South Perris Station Parking Lot Rehabilitation Project. Each station is
multimodal and is utilized not only by Metrolink passengers but also serves as transfer centers
for bus connections and park-and-ride facilities for commuters who rideshare, thus, making this
project eligible under 5339. In addition, City and Caltrans staff reached out to Commission staff
to inform us that the City’s Special Transportation Department has a balance of $395,275 plus
interest in PTIMSEA funds that the Commission allocated several years ago. These funds are
required to be expended by June 30, 2023, or the funds will sunset and be returned to the state,
thus the City has asked the Commission to utilize the funds to ensure that they remain in the
county as it cannot meet this deadline.
South Perris Station Parking Lot Rehabilitation Project
The project at South Perris Metrolink station is to reconstruct the southeast section of the parking
lot, approximately 108 parking spaces. The project includes improvements to the drive isles/lanes
as well as upgrading the drainage system. The current condition of the parking area pavement is
cracked and uneven due to water infiltration into the underlying soils resulting in expansion of
the soils. The site was reviewed by a geotechnical consultant, and they have provided
recommendations on how to rehabilitate the site and resolve the pavement issues.
The project scope of work involves removing approximately 72,000 square feet of asphalt
pavement and excavating approximately 5,300 cubic yards of native material (2’ depth). The
design of the project is to remove the expansive soils and bridge the remaining native material
and reduce/eliminate the surface impacts. Reinforced concrete pavement will be placed to
provide a stable pavement surface and it will match existing contours and grade to ensure proper
drainage.
To protect the new surface, strategically placed 25-foot-deep drywells will be installed to reduce
the impact of winter rains and summer thunderstorms. The dry wells will allow water to infiltrate
into the deep non-expansive native materials, thus reducing surface impacts. A new landscape
design will also be incorporated to include landscape contractor proposed drought tolerant
species of shrubs and trees that are native to the area that have slow growth trends to reduce
maintenance and costs.
19
Agenda Item 6D
FISCAL IMPACT
Due to the advance timeline to expend the PTIMSEA funds by June 30, 2023, a budget
amendment is needed for the South Perris Station Parking Lot Rehabilitation Project to account
for the $417,631 in FTA 5339 funding and $395,275 and interest in Proposition 1B PTMISEA
funding and the associated capital construction expenditures.
Financial Information
In Fiscal Year Budget: No Year: FY 2022/23 Amount: $812,906
Source of Funds:
FTA 5339 $417,631
Prop 1B PTMSIEA $395,275
Budget Adjustment: Yes
GL/Project Accounting No.:
Budget Adjustment
Revenue FTA 5339 and Prop 1B PTIMSEA:
004011-41404-00000-0000 265-33-41401 ($417,631)
004011-41507-00000-0000 265-33-41501 ($395,275)
Expenditure FTA 5339 and Prop 1B PTIMSEA:
004011-90701-0000-0000 265-33-90701 ($812,906)
Fiscal Procedures Approved:
Date: 03/22/2023
Attachment: RCTC FY 2022/23 SRTP Table 4 Amendment
Approved by the Western Riverside County Programs and Projects Committee on
March 27, 2023
In Favor: 11 Abstain: 0 No: 0
20
Amendment 3
Project Total Amount of Funds 5307 RS 5307 OB 5307 RS
CARES - OB 5337 5337 OB 5339 LCTOP
PUC99313 LTF LTF - OB MA CR OTHR LCL PTMISEA SGR PUC99313 SGR PUC99314 STA PUC99313 Farebox
Western County Rail
Metrolink Operating Subsidy & Preventative Maintenance $26,695,637 4,000,000$ 19,464,900$ 230,737$ 3,000,000$
Next Generation Rail Study Phase II $500,000 500,000$
Program Management and Support1 $7,017,300 2,035,100$ 3,482,200$ 1,500,000$
San Jacinto Line Right of Way Maintenance $2,442,800 1,995,800$ 447,000$
Station Operations and Security $7,158,200 6,861,000$ 297,200$
Transfer Agreements $100,000 $100,000
Free Rail Pass Program $1,000,000 1,000,000$
Vanpool
RCTC VanClub Operating Expenses $1,311,812 201,400$ 82,100$ 232,400$ $795,912
Sub-total Operating $46,225,749 $0 $0 $201,400 $4,000,000 $0 $0 $1,000,000 $22,100,000 $230,737 $12,421,100 $2,476,600 $0 $0 $0 $3,000,000 $795,912
Project Total Amount of Funds 5307 RS 5307 OB 5307 RS
CARES 5337 5337 OB 5339 LCTOP
PUC99313 LTF LTF - OB MA CR OTHR LCL PTMISEA SGR PUC99313 SGR PUC99314 STA PUC99313 TIRCP
Western County Rail
RCTC Metrolink Capital Obligation - 23-1 $10,391,915 $1,989,770 $8,402,145
Perris South Station Expansion and 4th Layover Track 23-2 $25,042,000 25,042,000$
PVL 2nd Track Moreno Valley to Downtown Perris - 23-3 $5,000,000 $5,000,000
Rail Stations Capital Rehabilitation - 22-1 2 $-3,994 $-2,508 $-1,486
Coachella Valley Rail
CV Rail Environmental/Service Development Plan - CV 21-1 $441,900 700$ $441,200
Sub-total Capital $40,871,821 $1,989,770 $0 $8,402,145 $0 $0 $0 $0 $0 $700 $0 $-2,508 $-1,486 $5,441,200 $25,042,000
Total Operating & Capital $87,097,570 $1,989,770 $0 $201,400 $12,402,145 $0 $0 $1,000,000 $22,100,000 $230,737 $12,421,100 $2,477,300 $0 $-2,508 $-1,486 $8,441,200 $25,837,912
2 Includes a reduction for actual SGR amounts
Table 4.0 - Summary of Funding Request - FY2022/23
RCTC Western County Rail, Coachella Valley Rail, and Vanpool Programs
Operating
Capital
1 Includes Rail program administration, capital support, marketing, Operation Lifesaver, professional services, and special trains. Allocations for salaries and benefits
and professional development are subject to change pending the Commission's final budget approval.
ATTACHMENT 1
21
Amendment 4
Project Total Amount of Funds 5307 RS 5307 OB 5307 RS
CARES - OB 5337 5337 OB 5339 LCTOP
PUC99313 LTF LTF - OB MA CR OTHR LCL PTMISEA SGR PUC99313 SGR PUC99314 STA PUC99313 Farebox
Western County Rail
Metrolink Operating Subsidy & Preventative Maintenance $26,695,637 4,000,000$ 19,464,900$ 230,737$ 3,000,000$
Next Generation Rail Study Phase II $500,000 500,000$
Program Management and Support1 $7,017,300 2,035,100$ 3,482,200$ 1,500,000$
San Jacinto Line Right of Way Maintenance $2,442,800 1,995,800$ 447,000$
Station Operations and Security $7,158,200 6,861,000$ 297,200$
Transfer Agreements $100,000 $100,000
Free Rail Pass Program $1,000,000 1,000,000$
Vanpool
RCTC VanClub Operating Expenses $1,311,812 201,400$ 82,100$ 232,400$ $795,912
Sub-total Operating $46,225,749 $0 $0 $201,400 $4,000,000 $0 $0 $1,000,000 $22,100,000 $230,737 $12,421,100 $2,476,600 $0 $0 $0 $3,000,000 $795,912
Project Total Amount of Funds 5307 RS 5307 OB 5307 RS
CARES 5337 5337 OB 5339 LCTOP
PUC99313 LTF LTF - OB MA CR OTHR LCL PTMISEA SGR PUC99313 SGR PUC99314 STA PUC99313 TIRCP
Western County Rail
RCTC Metrolink Capital Obligation - 23-1 $10,391,915 $1,989,770 $8,402,145
Perris South Station Expansion and 4th Layover Track 23-2 $25,042,000 25,042,000$
PVL 2nd Track Moreno Valley to Downtown Perris - 23-3 $5,000,000 $5,000,000
Rail Stations Capital Rehabilitation - 22-1 2 $-3,994 $-2,508 $-1,486
Rail Stations - Capital Rehabilitation - South Perris - 23-4 $812,906 $417,631 $395,275
Coachella Valley Rail
CV Rail Environmental/Service Development Plan - CV 21-1 $441,900 700$ $441,200
Sub-total Capital $41,684,727 $1,989,770 $0 $8,402,145 $0 $417,631 $0 $0 $0 $700 $395,275 $-2,508 $-1,486 $5,441,200 $25,042,000
Total Operating & Capital $87,910,476 $1,989,770 $0 $201,400 $12,402,145 $0 $417,631 $1,000,000 $22,100,000 $230,737 $12,421,100 $2,477,300 $395,275 $-2,508 $-1,486 $8,441,200 $25,837,912
2 Includes a reduction for actual SGR amounts
Table 4.0 - Summary of Funding Request - FY2022/23
RCTC Western County Rail, Coachella Valley Rail, and Vanpool Programs
Operating
Capital
1 Includes Rail program administration, capital support, marketing, Operation Lifesaver, professional services, and special trains. Allocations for salaries and benefits
and professional development are subject to change pending the Commission's final budget approval.
22
AGENDA ITEM 6E
Agenda Item 6E
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE: April 12, 2023
TO: Riverside County Transportation Commission
FROM:
Western Riverside County Programs and Projects Committee
Lorelle Moe-Luna, Multimodal Services Director
Monica Morales, Senior Management Analyst
THROUGH: Anne Mayer, Executive Director
SUBJECT: Measure A Specialized Transit Program COVID-19 and Economic Relief
Funding
WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE AND STAFF
RECOMMENDATION:
This item is for the Commission to:
1) Approve Amendment No. 1 to Agreement No. 21-26-096-00 with Friends of Moreno
Valley Senior Center, Inc. for an additional $40,050 of Measure A Specialized Transit funds
for a not-to-exceed amount of $337,135;
2) Approve Amendment No. 1 to Agreement No. 21-26-077-00 with Care Connexus for an
additional $57,704 of Measure A Specialized Transit funds for a not-to-exceed amount of
$969,336;
3) Approve Amendment No. 1 to Agreement No. 21-26-076-00 with Care-A-Van for an
additional $50,000 of Measure A Specialized Transit funds for a not-to-exceed amount of
$1,046,884;
4) Approve Amendment No. 1 to Agreement No. 21-026-087-00 with EXCEED dba Valley
Resource Center for an additional $99,600 of Measure A Specialized Transit funds for a
not-to-exceed amount of $344,460; and
5) Authorize Executive Director, or designee, to approve a temporary waiver of the
Measure A Specialized Transit Program match requirement of 34 percent as needed for
all recipients in Fiscal Years 2022/23 and 2023/24.
BACKGROUND INFORMATION:
The Western Riverside County Measure A Specialized Transit Program receives about
16.4 percent of the 11.6 percent for public transit. The program provides funding to benefit older
adults, persons with disabilities, and/or those that are most vulnerable and truly needy. The
goals of the program are to:
23
Agenda Item 6E
• Support directly operated services that expand or extend existing services, which, if not
funded by Measure A funds, would leave an area and/or special population without
alternate service options;
• Support existing services that offer an improved level of service coordination with the
existing transportation network;
• Expand new services that leverage other revenue sources, can be administered in a
cost-effective manner, and will not require long-term support from Measure A funding;
and
• Support new and expansion of existing services including transportation for veterans and
shuttles including, but no limited to, nutrition and medical services.
This funding is distributed triennially through a competitive process to a wide array of non-profit
and community organizations that serve these constituencies for specialized transit services for
persons with disabilities and older adults. The last call for projects was awarded in May 2021 for
FY 2021/22 through FY 2023/24 to a total of 19 operating and capital projects for a total amount
of $9.1 million (Attachment 1).
DISCUSSION:
Typically, awards are not adjusted if an agency has an increase in cost or other impacts to their
operating or capital projects. It is expected that the recipients be able to absorb these impacts.
However, the COVID-19 pandemic triggered a downward spiral on transit networks, especially
those that offer specialized transit services. When the Measure A Specialized Transit recipients
prepared their estimated budgets for this award cycle, it was more than six months prior to the
award of their project, and they could not have anticipated the timeframe of the pandemic
closures nor the impacts that would follow.
In a roundtable meeting with the specialized transit agencies in late 2022, staff wanted to ensure
that the specialized transit service agencies were able to still provide their crucial lifeline services
to those in need and better understand the COVID impacts they were facing. The specialized
transit agencies expressed their concerns over low ridership, driver shortages, additional safety
protocols, higher amounts of thefts, supply chain issues, and overall cost increases for wages and
fuel. Most of the specialized transit providers are small and modest social service agencies,
community-based organizations, or non-profits and the loss of revenues from less trips coupled
with incidentals such as rising costs have made it harder to maintain operations.
It is not unprecedented for the Commission to provide economic relief for public transportation
services. In April 2020, the Commission authorized up to $15.4 million of Local Transportation
Funds for the public transit operators in the county in anticipation of reduced revenues caused
by the pandemic. In addition, in July 2022, the Commission approved $266,320 for fuel
adjustments for Freeway Service Patrol. The Commission has the authority to make additional
available funds for the Specialized Transit Program as needed. The funds are only eligible to be
used on transportation related project expenses. Four of the specialized transit providers: Friends
of Moreno Valley Senior Center, Inc., Care Connexxus Adult Day Services, Care-A-Van, and
24
Agenda Item 6E
EXCEED have submitted letters (Attachments 2 – 5) requesting a total of $247,354 in additional
Measure A Specialized Transit funds.
The Friends of Moreno valley Senior Center, Inc. (FMVSCI) is a volunteer-based non-profit
organization that operates “MoVan.” The organization was started in 1985 and volunteers assist
with administrative and scheduling duties. FMVSCI has one-van and offers low-cost non-ADA
transportation services to seniors 60 years and older and disabled adults to the Moreno Valley
Seniors Center and non-emergency medical appointments within a 20-mile radius. They were
awarded $297,585 for operating expenditures in the 2022 Call for Projects. They are requesting
an additional $19,550 for FY 2022/23 and $20,500 for FY 2023/24, for a total of $40,050, with no-
match requirement, to provide a competitive wage increase for their driver to prevent losing him
to another company and recently expanded service hours for more senior and city events to
reduce senior isolation and increase ridership.
Care Connexxus Adult Day Services is a non-profit that has served the Riverside area since 1979
with adult day care services, caregiver support, and community education. Measure A is utilized
to transport its clients who require curb-to-curb service with “hand-over” to caregiver, escort
during transport, and “door-to-door” or “door-through-door” services. They were awarded
$799,132 for operating and $112,500 for capital in the FY 2021/22 Call for Projects. They are
requesting an additional $57,704 in FY 2022/23 for capital to supplement the cost increase of
two passenger vehicles that were impacted by supply chain issues that caused a delay in parts
delivery, thus affecting the manufacturer’s ability to build the original ordered 2022 models and
instead 2023 models and pricing took effect. They are also requesting a waiver to the 34 percent
local match requirement for operations in FY 2022/23 and FY 2023/24 to 27 percent and
24 percent, respectively, to offset the loss of their general fund revenues.
Care-A-Van has been providing “door-to-door” transportation for low-income and underserved
populations primarily in the San Jacinto and Hemet areas since 1994. Most of their trips are for
medical appointments, social service resources, education, and job training. They were awarded
a total of $996,884 for operating in the 2022 Call for Projects. They are requesting an additional
$50,000 with no match requirement for FY 2022/23 to address the increase in various operating
expenses such as fuel, vehicle storage and maintenance, and insurance. Much of the vehicle
storage and maintenance costs are attributed to the thefts of catalytic converters in their
vehicles. With the additional funding, they will increase security at their vehicle storage location
and repair the vehicles.
EXCEED also known as Valley Resource Center has provided services to adults with disabilities for
the past 40 years and transportation services since 1992. They were awarded $244,860 for
operating in the 2022 Call for Projects to be used for transportation services in Hemet for their
clients who attend employment programs and skills training. Similar to Care-A-Van, EXCEED also
experienced a string of catalytic converter thefts and has had to provide more competitive wages
for its four drivers due to inflation and competition in the job market. They are requesting an
additional $99,600 with $52,500 to be used in FY 2022/23 and $47,100 for FY 2023/24, and will
continue to meet the 34 percent agency match.
25
Agenda Item 6E
Staff has reviewed these requests and considered the overall financial impact to the program as
well as the value that these services provide to the community. The increase in Measure A
revenues in the last two years has been favorable and the current fund balance for the program
is about $11 million, which is sufficient to begin the next call for projects in 2024 and maintain a
healthy fund reserve. Due to extenuating circumstances related to the pandemic and overall
supply chain issues and inflation, staff recommends that the Commission approve an amendment
to the respective agreements to allow for these one-time funding supplements to assist the
specialized transit providers overcome financial hardships.
FISCAL IMPACT:
This item was approved by the Western Riverside County Programs and Projects Committee for
a total of $226,854; $179,754 for FY 2022/23 and $47,100 for FY 2023/24. FMVSCI’s request for
FY 2023/24 funds were unintentionally omitted from the committee staff report, therefore, the
committee only reviewed FMVSCI’s FY 2022/23 request. FMVSCI’s request for FY 2023/24 is
$20,500 due to a projected shortfall, bringing their total to $40,050. Staff concurs with the
request by FMVSCI. Thus, the revised total impact to the Measure A Specialized Transit Program
is $247,354; $179,754 for FY 2022/23 and $67,600 for FY 2023/24. No budget adjustment is
required for this item in the current year as minor Measure A adjustments were anticipated and
budgeted. Expenditures for FY 2023/24 will be included in next year’s budget.
Financial Information
In Fiscal Year Budget: 2023 Year: FY 2022/23 Amount: $179,754
Source of Funds: 2009 Measure A Western County
Specialized Transit Budget Adjustment: No
GL/Project Accounting No.: 260 26 86101 00000 0000
Fiscal Procedures Approved:
Date: 03/15/2023
Attachments:
1) 2021 Measure A Specialized Transit Program Awards
2) Letter from Friends of Moreno Valley Senior Center
3) Letter from Care Connexus
4) Letter from Care-A-Van Transit
5) Letter from EXCEED
6) Agreement No. 21-26-096-01, Friends of Moreno Valley
7) Agreement No. 21-26-077-01, Care Connexus
8) Agreement No. 21-26-076-01, Care-A-Van
9) Agreement No. 21-026-087-01, EXCEED dba Valley Resource Center
26
Agenda Item 6E
Approved by the Western Riverside County Programs and Projects Committee on
March 27, 2023
In Favor: 11 Abstain: 0 No: 0
27
Attachment 1
Applicant Project
Type Project Title Total 3 Year Project
Cost
Total 3 Year Measure
A Award Required Match
Care A Van Ops Care A Van Transit 1,510,430$ 996,884$ 513,546$
Independent Living Partnership MR TRIP 3,631,716$ 1,519,752$ 2,111,964$
Friends of Moreno Valley Ops Mo-Van 528,085$ 297,585$ 230,500$
Boys & Girls Club Southwest County Ops Before & After School ST program 908,050$ 599,313$ 308,737$
Exceed Ops Hemet Transportation 664,860$ 244,860$ 420,000$
Boys & Girls Menifee Valley Ops Ride to Success 599,307$ 395,543$ 203,764$
US Vets Ops Initiative Transportation Riverside 230,644$ 152,225$ 78,419$
RUHS - Medical Center Ops MC Transportation Program 2,764,778$ 1,576,800$ 1,187,978$
Voices for Children MR Mileage Reimbursement Program 588,150$ 388,179$ 199,971$
Forest Folk Ops Idyllwild Area Shuttle Service 254,848$ 167,848$ 87,000$
City of Norco Ops Seniors on the Move Transp Program 382,818$ 252,661$ 130,157$
Operation SafeHouse Ops Main St. Transitional Living & Permanent
Supportive Housing Program 171,710$ 113,329$ 58,381$
Care Connexxus Ops Specialized Transportation 1,210,806$ 799,132$ 411,674$
Care Connexxus Capital Cap Specialized Transportation 225,000$ 112,500$ 112,500$
RUHS - Behavorial Health Capital Cap Transportation Change 144,000$ 72,000$ 72,000$
RUHS - Medical Center Capital Cap Transportation Program 365,740$ 182,870$ 182,870$
RUHS - Behavorial Health Ops Transportation Change 1,589,245$ 1,048,901$ 540,343$
Michelle's Place Ops Treatment Travel Assistance Program 46,690$ 30,815$ 15,875$
15,816,876$ 8,951,197$ 6,865,680$
City of Menifee Ops Menifee Pilot Project 150,000$ 150,000$ -$
150,000$ 150,000$ -$
367,370 Capital
8,733,827 Operating
9,101,197 Total Award
28
Friends of Moreno Valley Senior Center, Inc.
25075 Fir Avenue Moreno Valley, CA. 92553
Email Address: FRIENDSmvsc@gmail.com
Office # (951) 518-6861
Monica Morales
Riverside County Transportation Commission
4080 Lemon Street
Riverside, CA. 92502
Dear Monica:
As previously discussed with both yourself and Dennis Brooks, the COVID pandemic continues
to negatively affect our MoVan Project.
As you may remember, the due date for the grant cycle we are in was submitted Feb. 2021. The
MoVan returned to service in December, 2020, after the Senior Center had been closed since
March 20, 2020 due to the pandemic. Our projection for Revenue and Expenses was based on
the known historical statistics prior to 2020, not the future of unknowns.
In December, 2021, we were forced to implement a competitive wage of $18.00 per hour for our
MoVan Driver to prevent losing him to another company. He was previously making $16.00 per
hour so the increase was well above the 5% we had projected.
Also, in order to increase our one-way trips and unduplicated persons, we added the opportunity
for seniors to join several Senior Center and City events which end later than our normal
business hours. This required paying overtime to our main driver at the new adjusted rates as
well as supplemental drivers from our 3rd party transit company. We also use the MoVan to
provide Senior Day Trips which comes with the expense of the “FRIENDS” purchasing meals
and paying for other additional field trip direct expenses. Just in calendar 2022, we offered
transportation for the seniors to (9) Senior Center events, (3) City Events and (3) Senior Day
Trips. All in an attempt to improve our senior’s quality of life and reduce senior isolation.
The result of all of this was a shortfall in funds for FY 2021-22. We used $17,700 of our
Savings in order to cover the increase in both MoVan expenses and supplies based on the above
explanations.
We would also like to be considered for an additional amount of $19,550 for FY2022-23.
Product prices, wages and gas all continue to rise. Based on our Fiscal YTD expenses, the
MoVan Service Expenses will total $180,462 as well as MoVan Supplies will total $8650. We
did receive an additional $10,000 from the CDBG funding. We considered that when calculating
the $19,550.
Thank you for allowing us to be considered for additional funding.
Sincerely,
LaDonna Jempson, FMVSCI President
ATTACHMENT 2
29
ATTACHMENT 3
30
31
32
33
Exhibit A
Agency Name:
Project Title:
EXPENSE Position % Time Year 1
FY 21/22
Year 2
FY 22/23
Year 3
FY 23/24
Salaries by Position (include benefits):
(Example: drivers, scheduler, trainer, etc.)
A. Drivers # of Positions →2 100%21,652.00$ 59,596.74$ 66,000.00$
B. Accounting Clerk # of Positions →1 15%408.00$ 2,662.26$ 3,000.00$
C. Accountant # of Positions →1 15%3,225.00$ 9,408.13$ 10,500.00$
D. Administrative Services Manager # of Positions →1 25%3,828.00$ 14,963.90$ 16,500.00$
E. Program Director # of Positions →1 15%-$ 10,851.89$ 12,100.00$
F. # of Positions →0%-$ -$ -$
G.# of Positions →0%-$ -$ -$
H.# of Positions →0%-$ -$ -$
I.# of Positions →0%-$ -$ -$
J.# of Positions →0%-$ -$ -$
K.# of Positions →0%-$ -$ -$
L.# of Positions →0%-$ -$ -$
M # of Positions →0%-$ -$ -$
N.# of Positions →0%-$ -$ -$
O.# of Positions →0%-$ -$ -$
P.# of Positions →0%-$ -$ -$
29,113.00$ 97,482.92$ 108,100.00$
Non-Personnel Expenses:
(Example: fuel, rent, insurance, utilities, etc.)
A. Rent & Other Leases 12,429.00$ 18,191.64$ 20,400.00$
B. Utilities 1,016.00$ 1,156.80$ 1,400.00$
C. Insurance 21,605.00$ 13,206.54$ 40,000.00$
D. Program/Office Supplies 4,041.00$ 22,967.45$ 25,300.00$
E. Repair & Maintenance 21,096.00$ 23,372.39$ 25,800.00$
F. Fuel 3,358.00$ 15,046.23$ 28,800.00$
G. Association Fees 668.00$ 1,450.39$ 1,650.00$
H. Employees Costs 439.00$ 1,075.64$ 1,210.00$
I. Employee Relations -$ 1,500.00$ 1,650.00$
J. Depreciations -$ -$ 16,200.00$
K. Miscellanceous -$ 500.00$ 500.00$
L.-$ -$ -$
M -$ -$ -$
N.-$ -$ -$
O.-$ -$ -$
P.-$ -$ -$
64,652.00$ 98,467.08$ 162,910.00$
Capital Expenses:
(Example: computers, technology, equipment, vehicle, vehicle lease)
A. Vehicles -$ -$ -$
B. Technology -$ 5,000.00$ 5,000.00$
C.-$ -$ -$
-$ 5,000.00$ 5,000.00$
7,501.00$ 15,675.00$ 21,680.00$
101,266.00$ 216,625.00$ 297,690.00$
REVENUE
Agency Match (Cash) Grant Revenues (not Measure A):
(Example: General fund, CDBG, Donations, Farebox/Rider Donations, etc.)
A. General Fund 34,431.00$ 59,541.00$ 74,896.00$
B.-$ -$ -$
C.-$ -$ -$
D.-$ -$ -$
34,431.00$ 59,541.00$ 74,896.00$
Agency Match (In-Kind) (These should not be paid positions)Position % Time
Non Paid Salaries by Position:
A.-$ -$ -$
B.-$ -$ -$
C.-$ -$ -$
Non-Personnel Match (in-kind):
A.-$ -$ -$
B.-$ -$ -$
C.-$ -$ -$
-$ -$ -$
Measure A Operating Request (g) 66,836.00$ 157,084.00$ 222,794.00$
Measure A Capital Request (h)-$ 2,500.00$ 2,500.00$
101,267.00$ 219,125.00$ 300,190.00$
YEAR ONE YEAR TWO YEAR THREE
FY 21/22 FY 22/23 FY 23/24
Measure A Request Amount:66,836.00$ 159,584.00$ 225,294.00$
Agency Match Amount:34,431.00$ 59,541.00$ 74,896.00$
TOTAL 101,267.00$ 219,125.00$ 300,190.00$
Total In-Kind Match (f)
Total Cash Match (e)
TOTAL REVENUES (e+f+g+h)
PROPOSED PROJECT BUDGET FORM
Total Salaries & Benefits (a)
Total Capital Expenses (c)
TOTAL PROJECT EXPENSES (a+b+c+d)
Care Connexxus, Inc
Administrative Overhead (d)
(maximum of 8% of total project expenses)
Total Non-Personnel Expenses (b)
What is your methodology for determining volunteer staff time for in-kind positions?
Page 1
34
ATTACHMENT 4
35
CURRENT ADDITIONAL TOTAL
REVENUES
Agency Match (Cash)
Donations/Passenger Fares 22,000.00$ 22,000.00$
Riverside County CDBG 15,000.00$ 15,000.00$
Hemet CDBG 14,000.00$ 14,000.00$
Inland Regional 21,000.00$ 21,000.00$
CFLC 26,571.00$ 26,571.00$
Riverside County Office of Education 10,000.00$ 10,000.00$
CFLC Workforce Development Programs 25,000.00$ 25,000.00$
Total Cash Match 133,571.00$ -$ 133,571.00$
Non-Personnel Agency Match (In-Kind)
Salaries by Position (include benefits):
Human Resources 15,000.00$ 15,000.00$
Development Manager 18,500.00$ 18,500.00$
-$ -$
Non-Personnel Match (In-kind)
Fuel (Discount)4,000.00$ 4,000.00$
Total In-Kind Match 37,500.00$ -$ 37,500.00$
Measure A Award 332,079.00$ 332,079.00$
-$
Total Award Measure A 332,079.00$ -$ 332,079.00$
TOTAL REVENUES 503,150.00$ -$ 503,150.00$
EXPENSES
Salaries by Position (include benefits):% Time
Program Coordinator 100%44,000.00$ 44,000.00$
Drivers (8 positions)100%190,000.00$ 190,000.00$
Dispatch/Scheduler 100%26,000.00$ 26,000.00$
Human Resources (In-kind)30%15,000.00$ 15,000.00$
Admin Assistant/Accounting Payroll (contracts)58%7,400.00$ 7,400.00$
Front Desk/Receptionist (In-kind)50%-$ -$
Development Manager (In-kind)31%18,500.00$ 18,500.00$
Workers Compensation 26,000.00$ 26,000.00$
Payroll Taxes 28,000.00$ 28,000.00$
Total Salaries & Benefits 354,900.00$ -$ 354,900.00$
Non-Personnel Expenses:
Advertising 500.00$ 1,500.00$ 2,000.00$
Fuel/Oil 41,000.00$ 10,500.00$ 51,500.00$
General Office Expenses/Supplies/Postage 1,600.00$ 2,500.00$ 4,100.00$
Rent 8,000.00$ 8,000.00$
Vehicle Storage 2,850.00$ 10,500.00$ 13,350.00$
Telephone 7,000.00$ 7,000.00$
Uniforms 200.00$ 200.00$
Vehicle Registration 1,500.00$ 1,500.00$
Vehicle Insurance 26,500.00$ 5,000.00$ 31,500.00$
Vehicle Maintenance 35,000.00$ 20,000.00$ 55,000.00$
Travel/Meeting Expenses/Training Staff Development/Uniforms 1,100.00$ 1,100.00$
Payroll Fees 5,000.00$ 5,000.00$
Pre-employment Costs/Employee Clearances-Drug Testing 2,000.00$ 2,000.00$
Audit/CPA Contract Consultant 15,000.00$ 15,000.00$
Professional Fees/Annual Renewal Fees 1,000.00$ 1,000.00$
Total Non-Personnel Expenses 148,250.00$ 50,000.00$ 198,250.00$
TOTAL PROJECT EXPENSES 503,150.00$ 50,000.00$ 553,150.00$
Care-A-Van Transit
COVID Relief
Revenue and Expense Detail
36
A Working Solution
E CEED
Administration, Transportation, Adult Developmental Center, Community Integrated Services, Exploration & Enrichment Services, EXCEED Industries
1285 N. Santa Fe, Hemet, CA 92543 * Phone: 951.766.8659 * 800.647.3451 * Fax: 951.925.8407
Adult Developmental Center: 2050 Trumble Rd., Perris, CA 92571 * Phone: 951.923.9885
Exploration & Enrichment Services, Community Integrated Services: 170 Wilkerson Ave., Perris, CA 92570 * Phone: 951.657.0609 * Fax: 951.657.2277
Community Integrated Services: 40119 Murrieta Hot Springs Rd., Suite B104, Murrieta, CA 92563 * Phone: 951.677.0111
Community Integrated Services: 7891 Mission Grove Pkwy South, Suite A, Riverside, CA 92508 * Phone: 951.780.8444
Community Employment Services: 7893 Mission Grove Pkwy South, Suite C, Riverside, CA 92508 * Phone: 951.780.8444 * Fax: 951.780.8338
Casa del Valle Residential Facility: 789 E. Main St., San Jacinto, CA 92583 * Phone: 951.487.6368 * Fax: 951.487.6357
Board of Directors
Officers
Richard Giese
President
Rev. Quinn Hawley
Vice-President
Dorothy McGargill
Secretary
Bruce Ortiz
Treasurer
Directors
Shade Awad
Kathy
Bloom-Rudibaugh
Michael McIntyre
Vincent Ponce
David Pyle
Myrna Torres
Michael Vargas
Rich Williams
Tom Wilson
February 9, 2023
Riverside County Transportation Commission
4080 Lemon St., 3rd Floor
Riverside, CA 92502-2208
Attn: Monica Morales, Eric DeHate
Dear Specialized Transit Administrators;
Due to unanticipated circumstances we have recently encountered, such as the rampant theft of catalytic
converters, additional security measures we have had to put in place to protect our vehicles, and the inability to
provide competitive driver wages mainly due to inflation, and other job market issues, we respectfully request the
attached increase to our Measure A funding for the remainder of the fiscal year 2022 -2023, and for the upcoming
fiscal year 2023-2024.
We would also like to request the inclusion of security measures as an operating expense, because of the addition-
al steps we have had to take to protect our vehicles from vandalism. These expenses may include additional out-
door lighting, the cost of storing vehicles at an off -site 24 hr monitored storage site, hiring overnite security staff,
and installing the “cage” that protects against the theft of catalytic converters.
I have attached a modified budget proposal.
Please let me know if you need additional information and thank you for your consideration.
Best regards,
Sandra Aldridge
EXCEED
Marketing & Resource Development
1285 North Santa Fe St.
Hemet, CA 92543
sandraaldridge@weexceed.org
O: 951-658-0000 x262
C: 951-663-7838
ATTACHMENT 5
37
Exhibit A
YEAR 1 YEAR 2 YEAR 3 YEAR 1 YEAR 2 YEAR 3 YEAR 1 YEAR 2 YEAR 3 YEAR 1 YEAR 2 YEAR 3
(July 2021 - June 2022)(July 2022 - June 2023)(July 2023 - June 2024)(July 2021 - June 2022)(July 2022 - June 2023)(July 2023 - June 2024)(July 2021 - June 2022)(July 2022 - June 2023)(July 2023 - June 2024)(July 2021 - June 2022)(July 2022 - June 2023)(July 2023 - June 2024)
Salaries by Position (include benefits):
A. Transportation Program Coodinator 33,500.00$ 35,175.00$ 36,950.00$ 4,403.33$ 37,903.33$ 35,175.00$ 36,950.00$
B. Drivers 115,560.00$ 108,000.00$ 108,000.00$ 7,763.53$ 37,500.00$ 37,500.00$ 123,323.53$ 145,500.00$ 145,500.00$
C.-$ -$ -$ -$ -$ -$
Total Salaries & Benefits (a)149,060.00$ 143,175.00$ 144,950.00$ -$ -$ -$ 12,166.86$ 37,500.00$ 37,500.00$ 161,226.86$ 180,675.00$ 182,450.00$
Non-Personnel Expenses:
A. Fuel 44,500.00$ 35,600.00$ 35,600.00$ (22,391.84)$ 22,108.16$ 35,600.00$ 35,600.00$
B. Vehicle Repairs 17,325.00$ 17,325.00$ 17,325.00$ 9,785.96$ 11,000.00$ 27,110.96$ 28,325.00$ 17,325.00$
C. Insurance 8,600.00$ 8,600.00$ 8,600.00$ 1,307.21$ 9,907.21$ 8,600.00$ 8,600.00$
D. Communications 3,000.00$ 3,000.00$ 3,000.00$ (582.48)$ 2,417.52$ 3,000.00$ 3,000.00$
E. Security/Storage -$ -$ -$ 4,000.00$ 9,600.00$ -$ 4,000.00$ 9,600.00$
Total Non-Personnel Expenses (b)73,425.00$ 64,525.00$ 64,525.00$ -$ -$ -$ (11,881.15)$ 15,000.00$ 9,600.00$ 61,543.85$ 79,525.00$ 74,125.00$
Capital Expenses:
A.-$ -$ -$ -$ -$ -$
Total Capital Expense (c)-$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$
Administrative Overhead (d)
(maximum of 8% of total project expenses)8,400.00$ 8,400.00$ 8,400.00$ 4,528.04$ 12,928.04$ 8,400.00$ 8,400.00$
230,885.00$ 216,100.00$ 217,875.00$ -$ -$ -$ 4,813.75$ 52,500.00$ 47,100.00$ 235,698.75$ 268,600.00$ 264,975.00$
Agency Match (Cash)
A. Fee for Services - Inland Regional Center 140,000.00$ 140,000.00$ 140,000.00$ (20,000.00)$ 2,329.45$ 122,329.45$ 140,000.00$ 140,000.00$
B. General Fund -$ -$ -$ 20,000.00$ 2,484.30$ 22,484.30$ -$ -$
Total Cash Match (e)140,000.00$ 140,000.00$ 140,000.00$ -$ -$ -$ 4,813.75$ -$ -$ 144,813.75$ 140,000.00$ 140,000.00$
Agency Match (In-Kind)
Salaries by Position (include benefits):
A.-$ -$ -$ -$ -$ -$
B.-$ -$ -$ -$ -$ -$
Non-Personnel Match (in-kind):
A. -$ -$ -$ -$ -$ -$
B. -$ -$ -$ -$ -$ -$
Total In-Kind Match (f)-$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$
Measure A Award Operating (g)90,885.00$ 76,100.00$ 77,875.00$ 52,500.00$ 47,100.00$ 90,885.00$ 128,600.00$ 124,975.00$
Measure A Award Capital (h)-$ -$ -$ -$ -$ -$ -$ -$ -$
Total Award 90,885.00$ 76,100.00$ 77,875.00$ -$ -$ -$ -$ 52,500.00$ 47,100.00$ 90,885.00$ 128,600.00$ 124,975.00$
230,885.00$ 216,100.00$ 217,875.00$ -$ -$ -$ 4,813.75$ 52,500.00$ 47,100.00$ 235,698.75$ 268,600.00$ 264,975.00$
Delta Expenses - Revenues -$ -$ -$
REVENUES
EXPENSES
TOTAL PROJECT EXPENSES (a+b+c+d)
TOTAL REVENUES (e+f+g+h)
TOTAL PROJECT BUDGET
Agency Name: Valley Resource for the Retarded Inc. dba EXCEEDC
Project Title: Hemet Transportation
Budget Modification
ORIGINAL BUDGET APPROVED CHANGE #1 6.28.2022 PROPOSED REVISED BUDGET
Revenue and Expense Detail
PROPOSED CHANGE #1
38
17336.00006\40365246.6
1
Agreement No. 21-26-096-01
Amendment No. 1 to
Riverside County Transportation Commission
Western Riverside County Measure A Specialized Transit Program
FY 2021/22; FY 2022/23 and FY 2023/24
FUNDING AGREEMENT FOR FRIENDS OF MORENO VALLEY SENIOR CENTER
This Amendment No. 1 to Funding Agreement is made and entered into this ____ day
of ___________, 2023, by and between the Riverside County Transportation
Commission, hereinafter referred to as "RCTC", and Friends of Moreno Valley Senior
Center, Inc., a California non-profit corporation, hereinafter referred to as “Recipient".
RECITALS:
A.RCTC and Recipient entered into that certain Agreement No. 21-26-096-
00, dated June 17, 2021, (the "Master Agreement"), which provides
Measure A specialized transit program funding for Recipient’s
transportation services, as further detailed in the Master Agreement.
B.RCTC and Recipient now desire to amend the Master Agreement to
increase the funding to be provided to Recipient to address impacts from
the COVID-19 pandemic and related economic conditions.
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties agree as follows:
TERMS:
1.Section 4.1(A) of the Master Agreement, RCTC’s Responsibilities,
Disbursement of Funds, is hereby amended to increase the total funding amount by
$40,050, for a new total funding amount of $337,635.
2.The additional funding shall be provided in Fiscal Year(s) 2022/23
and 2023/24 of the Master Agreement.
3.Funding provided under this Amendment No. 1 shall be used by
Recipient to address impacts from the COVID-19 pandemic and related economic
conditions, as further detailed in Exhibit “A” attached to this Amendment No. 1 and
incorporated herein by reference, and for no other purpose. The Project, as defined in
the Master Agreement, shall be amended to include Recipient’s use of funding as
detailed in the attached Exhibit “A”.
ATTACHMENT 6
39
17336.00006\40365246.6
2
4. Recipient’s use of the funding provided under this Amendment No.
1 shall comply with all applicable terms and conditions of the Master Agreement, as
hereby amended.
5. Except as expressly amended by this Amendment No. 1, the
Master Agreement remains in full force and effect including, without limitation, the
indemnification and insurance provisions. All rights and obligations of the parties under
the Master Agreement that are not expressly amended by this Amendment No. 1 shall
remain unchanged.
6. This Amendment No. 1 shall be governed by the laws of the State
of California. Venue shall be in Riverside County.
7. This Amendment No. 1 may be signed in counterparts, each of
which shall constitute an original.
8. A manually signed copy of this Amendment No. 1 which is
transmitted by facsimile, email or other means of electronic transmission shall be
deemed to have the same legal effect as delivery of an original executed copy of this
Amendment No. 1 for all purposes. This Amendment No. 1 may be signed using an
electronic signature.
[Signatures on following page]
40
17336.00006\40365246.6
3
SIGNATURE PAGE TO AGREEMENT NO. 21-26-096-00
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
No. 1 to Funding Agreement as of the date first set forth above.
RIVERSIDE COUNTY RECIPIENT
TRANSPORTATION COMMISSION [INSERT NAME]
By: By: ________________________
Anne Mayer, Executive Director
Title: _______________________
APPROVED AS TO FORM:
By: __________________________ By: ______________________
Best Best & Krieger LLP
Counsel to the Riverside
County Transportation Commission Title: ______________________
* A corporation requires the signatures of two corporate officers.
One signature shall be that of the chairman of board, the president or any vice president and the second
signature (on the attest line) shall be that of the secretary, any assistant secretary, the chief financial officer
or any assistant treasurer of such corporation.
If the above persons are not the intended signators, evidence of signature authority shall be provided to
RCTC.
41
17336.00006\40365246.6
Exhibit A
EXHIBIT A
TO AMENDMENT NO. 1
TO FUNDING AGREEMENT
SCOPE AND COST DETAILS
Original Award (Operating) $297,585
Additional Funding* 20,500
Total $337,135
*Approximately $19,550 for FY 2022/23 and $20,500 for FY 2023/24, no match
requirement.
42
17336.00006\40365246.6
1
Agreement No. 21-26-077-01
Amendment No. 1 to
Riverside County Transportation Commission
Western Riverside County Measure A Specialized Transit Program
FY 2021/22; FY 2022/23 and FY 2023/24
FUNDING AGREEMENT FOR CARE CONNEXUS
This Amendment No. 1 to Funding Agreement is made and entered into this ____ day
of ___________, 2023, by and between the Riverside County Transportation
Commission, hereinafter referred to as "RCTC", and CARE CONNEXUS, Inc., a
California non-profit corporation, hereinafter referred to as “Recipient".
RECITALS:
A.RCTC and Recipient entered into that certain Agreement No. 21-26-077-
00, dated August 10, 2021, (the "Master Agreement"), which provides
Measure A specialized transit program funding for Recipient’s
transportation services, as further detailed in the Master Agreement.
B.RCTC and Recipient now desire to amend the Master Agreement to
increase the funding to be provided to Recipient to address impacts from
the COVID-19 pandemic and related economic conditions.
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties agree as follows:
TERMS:
1.Section 4.1(A) of the Master Agreement, RCTC’s Responsibilities,
Disbursement of Funds, is hereby amended to increase the total capital funding amount
by $57,704 for a new total capital funding amount of $170,204, for a grand total of
$969,336 including operating and capital.
2.The additional funding shall be provided in Fiscal Year(s) 2022/23
and 2023/24 of the Master Agreement.
3.Funding provided under this Amendment No. 1 shall be used by
Recipient to address impacts from the COVID-19 pandemic and related economic
conditions, as further detailed in Exhibit “A” attached to this Amendment No. 1 and
incorporated herein by reference, and for no other purpose. The Project, as defined in
the Master Agreement, shall be amended to include Recipient’s use of funding as
detailed in the attached Exhibit “A”.
ATTACHMENT 7
43
17336.00006\40365246.6
2
4. Recipient’s use of the funding provided under this Amendment No.
1 shall comply with all applicable terms and conditions of the Master Agreement, as
hereby amended.
5. Except as expressly amended by this Amendment No. 1, the
Master Agreement remains in full force and effect including, without limitation, the
indemnification and insurance provisions. All rights and obligations of the parties under
the Master Agreement that are not expressly amended by this Amendment No. 1 shall
remain unchanged.
6. This Amendment No. 1 shall be governed by the laws of the State
of California. Venue shall be in Riverside County.
7. This Amendment No. 1 may be signed in counterparts, each of
which shall constitute an original.
8. A manually signed copy of this Amendment No. 1 which is
transmitted by facsimile, email or other means of electronic transmission shall be
deemed to have the same legal effect as delivery of an original executed copy of this
Amendment No. 1 for all purposes. This Amendment No. 1 may be signed using an
electronic signature.
[Signatures on following page]
44
17336.00006\40365246.6
3
SIGNATURE PAGE TO AGREEMENT NO. 21-26-077-00
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
No. 1 to Funding Agreement as of the date first set forth above.
RIVERSIDE COUNTY RECIPIENT
TRANSPORTATION COMMISSION [INSERT NAME]
By: By: ________________________
Anne Mayer, Executive Director
Title: _______________________
APPROVED AS TO FORM:
By: __________________________ By: ______________________
Best Best & Krieger LLP
Counsel to the Riverside
County Transportation Commission Title: ______________________
* A corporation requires the signatures of two corporate officers.
One signature shall be that of the chairman of board, the president or any vice president and the second
signature (on the attest line) shall be that of the secretary, any assistant secretary, the chief financial officer
or any assistant treasurer of such corporation.
If the above persons are not the intended signators, evidence of signature authority shall be provided to
RCTC.
45
17336.00006\40365246.6
Exhibit A
EXHIBIT A
TO AMENDMENT NO. 1
TO FUNDING AGREEMENT
SCOPE AND COST DETAILS
Original Award (Operating)* $799,132
Original Award (Capital) 112,500
Additional Funding (Capital)** 57,704
Total $969,336
*Agency local match waiver for FY 2022/23 and FY 2023/24 at 27% and 24%,
respectively.
**No match requirement.
46
17336.00006\40365246.6
1
Agreement No. 21-26-076-01
Amendment No. 1 to
Riverside County Transportation Commission
Western Riverside County Measure A Specialized Transit Program
FY 2021/22; FY 2022/23 and FY 2023/24
FUNDING AGREEMENT FOR CARE-A-VAN TRANSIT
This Amendment No. 1 to Funding Agreement is made and entered into this ____ day
of ___________, 2023, by and between the Riverside County Transportation
Commission, hereinafter referred to as "RCTC", and Care-A-Van Transit System, Inc.,
a California non-profit corporation, hereinafter referred to as “Recipient".
RECITALS:
A.RCTC and Recipient entered into that certain Agreement No. 21-26-076-
00, dated May 21, 2021, (the "Master Agreement"), which provides
Measure A specialized transit program funding for Recipient’s
transportation services, as further detailed in the Master Agreement.
B.RCTC and Recipient now desire to amend the Master Agreement to
increase the funding to be provided to Recipient to address impacts from
the COVID-19 pandemic and related economic conditions.
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties agree as follows:
TERMS:
1.Section 4.1(A) of the Master Agreement, RCTC’s Responsibilities,
Disbursement of Funds, is hereby amended to increase the total funding amount by
$50,000 for a new total funding amount of $1,046,884.
2.The additional funding shall be provided in Fiscal Year(s) 2022/23
and 2023/24 of the Master Agreement.
3.Funding provided under this Amendment No. 1 shall be used by
Recipient to address impacts from the COVID-19 pandemic and related economic
conditions, as further detailed in Exhibit “A” attached to this Amendment No. 1 and
incorporated herein by reference, and for no other purpose. The Project, as defined in
the Master Agreement, shall be amended to include Recipient’s use of funding as
detailed in the attached Exhibit “A”.
ATTACHMENT 8
47
17336.00006\40365246.6
2
4. Recipient’s use of the funding provided under this Amendment No.
1 shall comply with all applicable terms and conditions of the Master Agreement, as
hereby amended.
5. Except as expressly amended by this Amendment No. 1, the
Master Agreement remains in full force and effect including, without limitation, the
indemnification and insurance provisions. All rights and obligations of the parties under
the Master Agreement that are not expressly amended by this Amendment No. 1 shall
remain unchanged.
6. This Amendment No. 1 shall be governed by the laws of the State
of California. Venue shall be in Riverside County.
7. This Amendment No. 1 may be signed in counterparts, each of
which shall constitute an original.
8. A manually signed copy of this Amendment No. 1 which is
transmitted by facsimile, email or other means of electronic transmission shall be
deemed to have the same legal effect as delivery of an original executed copy of this
Amendment No. 1 for all purposes. This Amendment No. 1 may be signed using an
electronic signature.
[Signatures on following page]
48
17336.00006\40365246.6
3
SIGNATURE PAGE TO AGREEMENT NO. 21-26-076-00
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
No. 1 to Funding Agreement as of the date first set forth above.
RIVERSIDE COUNTY RECIPIENT
TRANSPORTATION COMMISSION [INSERT NAME]
By: By: ________________________
Anne Mayer, Executive Director
Title: _______________________
APPROVED AS TO FORM:
By: __________________________ By: ______________________
Best Best & Krieger LLP
Counsel to the Riverside
County Transportation Commission Title: ______________________
* A corporation requires the signatures of two corporate officers.
One signature shall be that of the chairman of board, the president or any vice president and the second
signature (on the attest line) shall be that of the secretary, any assistant secretary, the chief financial officer
or any assistant treasurer of such corporation.
If the above persons are not the intended signators, evidence of signature authority shall be provided to
RCTC.
49
17336.00006\40365246.6
Exhibit A
EXHIBIT A
TO AMENDMENT NO. 1
TO FUNDING AGREEMENT
SCOPE AND COST DETAILS
Original Award (Operating) $996,884
Additional Funding* 50,000
Total $1,046,884
*Approximately $50,000 for FY 2022/23, with no match requirement.
50
17336.00006\40365246.6
1
Agreement No. 21-26-087-01
Amendment No. 1 to
Riverside County Transportation Commission
Western Riverside County Measure A Specialized Transit Program
FY 2021/22; FY 2022/23 and FY 2023/24
FUNDING AGREEMENT FOR VALLEY RESOURCE CENTER FOR THE
RETARDED INC. DBA EXCEED
This Amendment No. 1 to Funding Agreement is made and entered into this ____ day
of ___________, 2023, by and between the Riverside County Transportation
Commission, hereinafter referred to as "RCTC", and Valley Resource Center for the
Retarded Inc., a California non-profit corporation, d/b/a EXCEED, hereinafter referred to
as “Recipient".
RECITALS:
A.RCTC and Recipient entered into that certain Agreement No. 21-26-087-
00, dated June 1, 2021, (the "Master Agreement"), which provides
Measure A specialized transit program funding for Recipient’s
transportation services, as further detailed in the Master Agreement.
B.RCTC and Recipient now desire to amend the Master Agreement to
increase the funding to be provided to Recipient to address impacts from
the COVID-19 pandemic and related economic conditions.
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties agree as follows:
TERMS:
1.Section 4.1(A) of the Master Agreement, RCTC’s Responsibilities,
Disbursement of Funds, is hereby amended to increase the total funding amount by
$99,600 for a new total funding amount of $344,460.
2.The additional funding shall be provided in Fiscal Year(s) 2022/23
and 2023/24 of the Master Agreement.
3.Funding provided under this Amendment No. 1 shall be used by
Recipient to address impacts from the COVID-19 pandemic and related economic
conditions, as further detailed in Exhibit “A” attached to this Amendment No. 1 and
incorporated herein by reference, and for no other purpose. The Project, as defined in
the Master Agreement, shall be amended to include Recipient’s use of funding as
ATTACHMENT 9
51
17336.00006\40365246.6
2
detailed in the attached Exhibit “A”.
4. Recipient’s use of the funding provided under this Amendment No.
1 shall comply with all applicable terms and conditions of the Master Agreement, as
hereby amended.
5. Except as expressly amended by this Amendment No. 1, the
Master Agreement remains in full force and effect including, without limitation, the
indemnification and insurance provisions. All rights and obligations of the parties under
the Master Agreement that are not expressly amended by this Amendment No. 1 shall
remain unchanged.
6. This Amendment No. 1 shall be governed by the laws of the State
of California. Venue shall be in Riverside County.
7. This Amendment No. 1 may be signed in counterparts, each of
which shall constitute an original.
8. A manually signed copy of this Amendment No. 1 which is
transmitted by facsimile, email or other means of electronic transmission shall be
deemed to have the same legal effect as delivery of an original executed copy of this
Amendment No. 1 for all purposes. This Amendment No. 1 may be signed using an
electronic signature.
[Signatures on following page]
52
17336.00006\40365246.6
3
SIGNATURE PAGE TO AGREEMENT NO. 21-26-087-00
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
No. 1 to Funding Agreement as of the date first set forth above.
RIVERSIDE COUNTY RECIPIENT
TRANSPORTATION COMMISSION [INSERT NAME]
By: By: ________________________
Anne Mayer, Executive Director
Title: _______________________
APPROVED AS TO FORM:
By: __________________________ By: ______________________
Best Best & Krieger LLP
Counsel to the Riverside
County Transportation Commission Title: ______________________
* A corporation requires the signatures of two corporate officers.
One signature shall be that of the chairman of board, the president or any vice president and the second
signature (on the attest line) shall be that of the secretary, any assistant secretary, the chief financial officer
or any assistant treasurer of such corporation.
If the above persons are not the intended signators, evidence of signature authority shall be provided to
RCTC.
53
17336.00006\40365246.6
Exhibit A
EXHIBIT A
TO AMENDMENT NO. 1
TO FUNDING AGREEMENT
SCOPE AND COST DETAILS
Original Award (Operating) $244,860
Additional Funding* 99,600
Total $344,460
*Approximately $52,500 for FY 2022/23 and $47,100 for FY 2023/24, with no
match requirement.
54
AGENDA ITEM 7
PRESENTATION
Kristin Warsinski
CEO
Riverside Transit Agency
Riverside Transit Agency
•Established as a Joint Powers
Agency on August 15, 1975
•Service began on March 16, 1977
•Service area: 2,500 square miles
of western Riverside County
•18 cities and Supervisorial
Districts I, II, III, V
RTA Locations
Provide 648 Jobs
•417 directly employed
•231 contract employees
Contractor Locations
•Perris
Empire Transportation | Fixed Route
First Transit | Dial-A-Ride & GoMicro
Riverside
Hemet
32 Local fixed routes
3 Commuter routes
Riverside County
Orange County
San Bernardino County
Fixed Route Bus Service
Curb-to-curb, advanced
reservation service for
seniors age 65 and above
and persons with disabilities
Partner with:
•Banning Connect
•Beaumont Transit
•City of Riverside
•Corona Transit
•Other senior/disabled services
Dial-A-Ride Service
On-demand service that offers shared rides in the Hemet-
San Jacinto microtransit zone.
•Trips are booked on-demand in real-time
•Customer will be picked up within 60 minutes of requesting
a ride
•Uses minibuses and existing bus stops
•Vehicles are ADA-accessible and seat up to 12
passengers
•Bike racks and free Wi-Fi are available
GoMicro
• Free Wi-Fi on all buses
• USB charging ports
• BusWatch technology
• Compressed Natural Gas (CNG)
• Luggage racks on CommuterLink buses
• Solar-lighted bus stops at selected locations
• Automated stop announcing system
• Vehicles equipped with GPS
• 100 percent wheelchair accessible
• Dual bike racks
• Security cameras
• Mobile ticketing
• Touch-free hand sanitizers
Service Features
Bus Stops
•Over 2600 stops
•Shelters, benches,
lighting and trash cans
•Phone numbers and
app information
•Route information
•Bus schedules
Ridership Heat
Map
•High ridership in
Corona, Riverside,
Moreno Valley and
Perris
•Consistent ridership
in Hemet and San
Jacinto, increased
with GoMicro
Charlie Ramirez
CFO
Riverside Transit Agency
Fiscal Year 2023 Budget
Salaries &
Benefits
48%
Purchased
Transportation
30%
Services
5%
Materials &
Supplies
6%
Other
11%
Operating Budget: $93,245,222
Operations
60%
Maintenance
16%
Administration
24%
Fiscal Year 2023 Budget
•Capital Budget: $15,917,364
•Revenue Vehicle Replacements
•Hydrogen Fueling Stations
•Transit Enhancements
•Facility and Vehicle Maintenance
Fiscal Year 2023 Budget
Operating Capital
Local Transportation Fund $49,759,075 $0
Federal Transit Administration $30,146,762 $9,234,890
State Transit Assistance $0 $5,182,474
SB1 SGR $0 $1,500,000
Passenger Fares $4,063,900 $0
Measure A $4,000,000 $0
LCTOP $4,023,993 $0
Other $1,251,492 $0
Total $93,245,222 $15,917,364
•Buy passes
•Pay your fare
•Plan your trip
•Check the arrival time of your next bus
•Receive service alerts
Easy Payment Options
•Cash and coin
•Paper magnetic-striped passes
•Mobile ticketing
•Tap-enabled credit/debit cards
Coming soon…
•Apple Pay and Google Pay
•Smartcards
Fare Promotions
Student Eligibility
UC Riverside……………..26,600
Cal Baptist University…….11,000
La Sierra University ……….1,500
Riverside City College …...14,500
Moreno Valley College ..…..4,200
Norco College ……………..4,800
Mt.San Jacinto College ....13,100
Looking Forward
•Vine Street Mobility Hub
•Sustainable Service Plan
•Transition to Zero-Emission Bus
Sustainable Service Plan -Project Purpose
•Update the bus network
to better reflect travel
post-pandemic
•Hold extensive public
outreach to capture
unmet needs
•March 27, 2023, Board
approved SSP for
implementation
Community Outreach
Survey
(514 responses)
One In-Person Public Meeting One Virtual Public Meeting
Seven Pop-Up Events One Virtual Stakeholder Meeting
Vine Street Mobility Hub
Transition to Zero-Emission Buses
How To Stay Informed
•Website: RiversideTransit.com
•iAlerts: news and events, route and
schedule changes delivered via email
•GoMobile app: mobile ticketing, trip
planning assistance, route information, and
real-time arrivals
•BusWatch: text and email alert system
provides rider alerts and real-time arrivals
•Social media: Twitter, Facebook, Instagram
and TikTok
•Google Transit: trip planning resource
Thank you
Kristin Warsinski
Chief Executive Officer
kwarsinski@riversidetransit.com
(951) 565-5136
Charlie Ramirez
Chief Financial Officer
cramirez@riversidetransit.com
(951) 565-5156
AGENDA ITEM 8
REVISION TO AGENDA ITEM 8
Additions are noted by Bold Italics, Deletions are noted by Strikethrough
Agenda Item 8
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE: April 12, 2023
TO: Riverside County Transportation Commission
FROM:
Western Riverside County Programs and Projects Committee
David Thomas, Toll Project Delivery Director
Sergio Vidal, Chief Financial Officer
THROUGH: Anne Mayer, Executive Director
SUBJECT: Agreement with the San Bernardino County Transportation Authority for the
Interstate 15 Cross-County Toll Segment
WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE AND STAFF
RECOMMENDATION:
This item is for the Commission to:
Related to Agreements
1) Approve Agreement No. 23-31-028-00 with the San Bernardino County Transportation
Authority (SBCTA) detailing project terms during design and construction phases and
operations for the proposed Interstate 15 (I-15) Cross-County Toll Segment (Project);
2) Approve Agreement No. 17-31-002-03 with the California Department of Transportation
and SBCTA detailing the assignment to SBCTA of the Commission’s rights and obligations
to lease, operate, and maintain a portion of the Commission’s existing 15 Express Lanes
Toll Facility;
3) Approve the Second Supplemental Toll Revenue Indenture to the Master Indenture
(I-15 Toll Road) dated July 1, 2017;
4) Adopt Resolution No. 23-001, “Authorizing the Execution and Delivery of a Supplemental
Toll Revenue Indenture in Connection with the Partial Assignment of a Portion of the I-15
Toll Express Lanes and Taking of All Other Actions Necessary in Connection Therewith”;
5) Adopt Resolution No. 23-004, “Authorizing the Execution and Delivery of Agreement No.
23-31-028-00 with the San Bernardino County Transportation Authority (SBCTA) for the
proposed Interstate 15 (I-15) Cross-County Toll Segment (Project); and Agreement No.
17-31-002-03 with the California Department of Transportation and SBCTA detailing the
Assignment to SBCTA of a portion of the Commission’s existing 15 Express Lanes Toll
Facility”;
6) Authorize the Chair or Executive Director, pursuant to U.S. Department of Transportation
(DOT) Transportation Infrastructure Finance and Innovation Act (TIFIA) office consent and
Commission bond and legal counsel review, to execute the agreements and other
required financing related documents on behalf of the Commission;
REVISION TO AGENDA ITEM 8
Additions are noted by Bold Italics, Deletions are noted by Strikethrough
Agenda Item 8
7) Authorize the Chair or Executive Director, pursuant to U.S. DOT TIFIA office consent and
Commission bond and legal counsel review, to execute an agreement between SBCTA and
SBCTA’s back-office toll service provider (TSP), and subsequent amendments or new
agreements with any successor back-office TSP, to which the Commission will be
signatory to ensure that revenues are transferred annually from SBCTA through its back-
office TSP to the Commission;
Related to 15 Express Lane Access Improvements
8) Authorize the allocation to SBCTA of approximately $14 million in federal Congestion
Mitigation and Air Quality (CMAQ) funds for design and construction phase costs for 15
Express Lane access improvements near Cantu-Galleano Ranch Road for the Project;
9) Authorize the transfer of $310,000 in Measure A (Economic Development) funds to the
15 Express Lanes to account for construction impacts related to 15 Express Lanes access
improvements near Cantu-Galleano Ranch Road;
10) Authorize the allocation of a contingency amount not to exceed $1 million in federal
CMAQ funds for 15 Express Lane access improvements near Cantu-Galleano Ranch Road;
and
11) Authorize the Executive Director, or designee, to approve contingency work as may be
required for the Project.
BACKGROUND INFORMATION:
Staff Update:
The staff report is being revised based on information received from the United States
Department of Transportation (DOT) on April 11, 2023. Specifically, DOT has requested a
Resolution (Recommended Action 5) approving the following agreements:
• Partial Assignment and Assumption of Rights and Obligations under Toll Facility
Agreement (Recommended Action 1) and;
• Cooperative agreement between RCTC and SBCTA (Recommended Action 2)
Pursuant to DOT’s direction the Resolution is required to obtain consent from their office for
the I-15 Cross County Toll Segment Project. This resolution is included as Attachment 5
On July 13, 2022, the Commission approved the I-15 Terms of Agreement with SBCTA and
authorized staff to develop a cooperative agreement with SBCTA, amend various existing
agreements, and initiate the due diligence process with U.S. DOT’s TIFIA office in furtherance of
the proposed approach for the Project. The Project includes 2.2 lane-miles of the Commission’s
15 Express Lanes which are proposed to be assigned to SBCTA, referred to as the “Assigned
Portion” in the cooperative agreement.
REVISION TO AGENDA ITEM 8
Additions are noted by Bold Italics, Deletions are noted by Strikethrough
Agenda Item 8
DISCUSSION:
Cooperative Agreement
Staff has worked together with SBCTA to develop a cooperative agreement which details the
Project financial guidelines, coordination during design and procurement, coordination during
construction, operating guidelines, and other general matters related to the delivery and
operations of the Project. A summary of the main articles of the cooperative agreement are
included below:
• Article 1 – Definitions. Includes key defined terms used in the cooperative agreement.
• Article 2 – Relationship Between the Parties. This section outlines the obligations of each
party in the design, construction, and operations of the Project, approval and agreement
of future agreements, and general communication and cooperation. The Commission’s
key obligation is to assign to SBCTA the Assigned Portion for complete operations and
maintenance, including toll setting and collection, for the duration of the Commission’s
I-15 Toll Facility Agreement with Caltrans. This section also clarifies that any material
changes to the Commission’s 15 Express Lanes require TIFIA Consent and that the
effectiveness of the Partial Assignment and Assumption Agreement is contingent on
obtaining TIFIA Consent. TIFIA Consent is further discussed below.
• Article 3 – Project Financial Guidelines. Guidelines in this section serve as the basis for
funding the Project.
Included is SBCTA’s commitment to ensure the Commission is compensated for loss of
toll revenues through the entire I-15 Express Lanes Lease period, currently ending in 2070,
attributable to the following: transfer of the Assigned Portion to SBCTA, temporary stage
construction impacts, or damage to the Commission’s existing Toll Infrastructure or Toll
Equipment. Most notably, this section describes the methodology for SBCTA’s annual
repayment to the Commission for the modeled impacts (annual toll revenue transfer
payments) resulting from assignment of the 2.2 lane-miles of the I-15 Express Lanes. The
annual toll revenue transfer payments payable by SBCTA to the Commission are required
by existing 15 Express Lanes TIFIA financing to ensure no negative financial impact is
incurred. SBCTA will be required to deposit with the Commission I-15 Trustee the first
dollars collected in each fiscal year from the SBCTA I-15 Express Lanes Gross Toll
Revenues, continually accrued up to the Annual Toll Revenue Transfer payment amount
specified in the cooperative agreement.
The Commission is responsible for the costs to implement additional 15 Express Lanes
access improvements near Cantu-Galleano Ranch Road, which were requested by staff
beyond the approved project approval/environmental document (PA/ED) design of the
SBCTA 15 Express Lanes. This will be done by transferring to SBCTA a portion of the
Commission’s federal CMAQ funds for the Project.
REVISION TO AGENDA ITEM 8
Additions are noted by Bold Italics, Deletions are noted by Strikethrough
Agenda Item 8
In addition, staff has identified stage construction impacts to 15 Express Lanes toll
revenues due to staff-requested 15 Express Lanes access improvements near
Cantu-Galleano Ranch Road, estimated to be $310,000. This will be paid to the 15 Express
Lanes using Measure A (Economic Development) funds. These stage construction impacts
are anticipated to occur in FY 2023/24.
• Article 4 – Coordination during Design and Procurement. This section outlines the
necessary coordination of design and procurement that will be critical to the successful
delivery of the Project. In general, the Commission will provide staff or consultants to
participate in the review and comment on matters related to engineering, design, tolling,
scheduling, and coordination of all portions of the Project that may impact the
Commission’s 15 Express Lanes. This effort includes review and input on the Final Design
Plans and procurement documents.
• Article 5 – Coordination during Construction. The primary purpose of this section is for
the two parties to agree on terms intended to coordinate construction and minimize
impacts of the Project to the current operation of the Commission’s 15 Express Lanes. For
relocated and new Commission 15 Express Lanes toll infrastructure, SBCTA will be
responsible for all civil/toll roadside activities and the Commission will be responsible for
all back-office activities related to software changes to maintain operation. This article
also includes requirements and fees for any closures of the Commission’s 15 Express
Lanes.
• Article 6 – Operating Guidelines. This section provides guidelines to help ensure that
customers experience a seamless transition between the two express lanes facilities and
coordinated maintenance and operational services that will be mutually beneficial to both
parties and to motorists. Guidelines on customer service, toll collection, operating rules,
marketing, roadway maintenance, and closure of either express lane facility are included
in this article.
• Article 7 – General Matters. This section addresses items such as indemnification,
recovery of damages, insurance requirements, termination, dispute resolution, term,
force majeure, amendments, assignment of agreement, waiver, general interpretation,
entire agreement, severability, and counterparts.
The cooperative agreement (Attachment 1) will establish cooperation and coordination
procedures and set forth various responsibilities that will be crucial to provide for compatibility
of the toll collection and traffic management systems, to identify and mitigate potential impacts
that construction may have on the Commission’s 15 Express Lanes, and to ultimately provide for
seamless operation of the 15 Express Lanes in San Bernardino and Riverside Counties.
REVISION TO AGENDA ITEM 8
Additions are noted by Bold Italics, Deletions are noted by Strikethrough
Agenda Item 8
Partial Assignment and Assumption of Rights and Obligations under Toll Facility Agreement
Staff has worked with Caltrans and SBCTA to develop the Partial Assignment and Assumption of
Rights and Obligations Under Toll Facility Agreement (Including Real Property Lease) Interstate
15 Express Lanes in Riverside County and Consent and Acceptance of Caltrans agreement to be
entered into amongst Caltrans, RCTC and SBCTA (Partial Assignment and Assumption) that details
the assignment to SBCTA of the Commission’s rights and obligations to lease, operate, and
maintain a portion of the Commission’s existing 15 Express Lanes Toll Facility. The Partial
Assignment and Assumption is included as Attachment 2. Once approved and the effective date
of the Partial Assignment and Assumption is reached (approximately 60 days prior to Project
Substantial Completion, estimated to be in Spring 2026), approximately 2.2 lane-miles of the
Commission’s I-15 Express Lanes in Riverside County, including associated toll facilities and toll
operations and maintenance activities, will be assigned to SBCTA.
Second Supplemental Toll Revenue Indenture and Resolution
The Second Supplemental Toll Revenue Indenture amends the Master Indenture (I-15) to allow
for the proposed assignment of the 2.2 lane-miles of the I-15 Express Lanes to SBCTA.
Specifically, the Second Supplemental Toll Revenue Indenture amends the definition for both
“Toll Agreements” and “Toll Road.” Furthermore, the amendments allow for SBCTA to pay
certain Operation and Maintenance Expenses related to the assigned toll lane-miles and clarifies
certain insurance requirements. This is included as Attachment 3. A resolution is required to be
approved by the Commission authorizing the execution and delivery of the Second Supplemental
Indenture. This is included as Attachment 4.
TIFIA Due Diligence Review and TIFIA Consent
The goal of the TIFIA Due Diligence review was to ensure that the Commission remains compliant
with existing requirements outlined in the 2017 TIFIA Loan Agreement for the 15 Express Lanes
Toll Facility. Drafts of the cooperative agreement and the Partial Assignment and Assumption
have been forwarded to U.S. DOT’s TIFIA office for review. Staff also provided a debt service
coverage analysis and a preliminary legal assessment outlining the impacts the Project would
have on the existing TIFIA loan agreement. To summarize, the U.S. DOT TIFIA office will provide
consent to the following documents:
• Cooperative Agreement (between RCTC and SBCTA)
• Partial Assignment and Assumption
• Second (2nd) Supplemental Indenture
Formal consent by the U.S. DOT TIFIA office (TIFIA Consent) is anticipated to be received in late
March 2023 or early April 2023. Furthermore, U.S. DOT TIFIA office will also be reviewing a back-
office TSP agreement which outlines the transfer of funds to the Commission for annual modeled
impacts, as outlined in the Cooperative Agreement, prior to any remittance of toll revenue to
REVISION TO AGENDA ITEM 8
Additions are noted by Bold Italics, Deletions are noted by Strikethrough
Agenda Item 8
SBCTA. The review and ultimate TIFIA Consent to the TSP agreement is anticipated in late spring
of 2023 which will also include approval for of the TSP agreement as an additional project
contract as outlined in the Commission’s I-15 TIFIA loan agreement.
As required by the U.S. DOT TIFIA office, TIFIA Consent also is contingent on requires that the
Commission being a signatory to an agreement between SBCTA and SBCTA’s back-office TSP (as
noted above) to ensure that revenues collected are transferred annually from SBCTA through its
back-office TSP to the Commission. SBCTA is currently proceeding with an amendment to their
existing I-10 Express Lanes agreement with the Transportation Corridor Agencies (TCA) to include
the back-office TSP services required for the Project and will incorporate the TIFIA Consent
requirement. The Commission will be signatory only to the provisions required for TIFIA Consent
that ensure the appropriate revenues are transferred to the Commission.
15 Express Lanes Access Improvements
On July 13, 2022, the Commission authorized programming approximately $8 million in federal
CMAQ funds for the Commission’s 15 Express Lanes access improvements and associated
features near Cantu-Galleano Ranch Road beyond the PA/ED concept for the Project. As final
design of the Project has progressed, updated cost estimates have identified an increase of
approximately $6 million dollars over the original estimate, to approximately $14 million. The
exact amount will be determined at bid time, anticipated in fall 2023. Staff is requesting an
updated authorization for an amount of approximately $14 million (versus $8 million that was
previously authorized) of CMAQ funds to be allocated to SBCTA for use on the 15 Express Lanes
access improvements near Cantu-Galleano Ranch Road.
In addition, Staff has identified the need for a contingency amount to account for any unforeseen
work that may be required for the 15 Express Lanes access improvements. Staff is further
requesting an authorization for a contingency amount not to exceed $1 million of CMAQ funds
to be allocated to SBCTA, as authorized by the Executive Director, for use on the 15 Express Lanes
access improvements near Cantu-Galleano Ranch Road as needed to complete such work.
SBCTA to Reimburse the Commission
Throughout this process, staff has relied on various professional services staff in support of
Project initiatives, such as: development of a cooperative agreement, TIFIA due diligence
support, project management, financial advisor services, traffic and revenue studies, and legal
services necessary for coordination with SBCTA. The Commission’s first request for
reimbursement from SBCTA is based on consultant costs expended to date totaling $876,950 for
the period January 2021 through January 2023. Going forward, the Commission will request
payment from SBCTA of actual costs incurred by professional services staff on a quarterly basis.
The total amount for professional services the Commission anticipates being expended and
subsequently reimbursed through Fiscal Year 2026 is estimated at $2,611,412, as approved at
the July 2022 Commission meeting. As an update to the July 2022 approval, it is estimated that
approximately $300,000 of $2,611,412 is the responsibility of the Commission to support the 15
REVISION TO AGENDA ITEM 8
Additions are noted by Bold Italics, Deletions are noted by Strikethrough
Agenda Item 8
Express Lanes access improvements near Cantu-Galleano Ranch Road and this amount will not
be reimbursed by SBCTA. In addition, the Project will require certain modifications to the
Commission’s 15 Express Lanes toll system back-office to accommodate the 2.2 lane mile
reduction and access improvements near Cantu-Galleano Ranch Road. This will require a future
amendment to the Commission’s existing TSP contract. The costs for these modifications are
estimated at $150,000. Staff will return to the Commission for approval of the TSP contract
amendment in the future.
FISCAL IMPACT:
As a result of construction impacts associated with Commission requested 15 Express Lanes
access improvements near Cantu-Galleano Ranch Road, there will be an estimated $310,000 toll
revenue loss to the 15 Express Lanes. This will be addressed through the transfer of Measure A
(Economic Development) funds to the 15 Express Lanes in FY 2023/24.
Federal CMAQ funds are received by the Commission on a reimbursable basis when they are
obligated for a specific project. The 15 Project is SBCTA’s, therefore there is no fiscal impact
related to the allocation of CMAQ funds to SBCTA directly in the amounts of approximately
$14 million for express lane access improvements near Cantu-Galleano Ranch Road and
$1 million of contingency.
Financial Information
In Fiscal Year Budget: N/A Year: FY 2023/24 Amount: $310,000
Source of Funds: Measure A – Economic Development Budget Adjustment: No
GL/Project Accounting No.: 003050 268 97001 00000 0000 268 31 97001
001599 515 59001 00000 0000 515 31 59001
Fiscal Procedures Approved:
Date: 03/21/2023
Attachments:
1) Agreement No. 23-31-028-00 - Cooperative Agreement for Interstate 15 Corridor Freight
and Express Lanes Project – Contract 1 Between San Bernardino County Transportation
Authority and Riverside County Transportation Commission
REVISION TO AGENDA ITEM 8
Additions are noted by Bold Italics, Deletions are noted by Strikethrough
Agenda Item 8
2) Agreement No. 17-31-002-03 – Partial Assignment and Assumption of Rights and
Obligations Under Toll Facility Agreement (Including Real Property Lease) Interstate 15
Express Lanes in Riverside County Agreement No. 17-31-002-03 and Consent and
Acceptance of Caltrans
3) Second Supplemental Indenture between Riverside County Transportation Commission
and U.S. Bank Trust Company, National Association, as Trustee
4) Resolution No. 23-001 – “Resolution Authorizing the Execution and Delivery of a
Supplemental Toll Revenue Indenture in Connection with the Partial Assignment of a
Portion of the I-15 Toll Express Lanes and the Taking of All Other Actions Necessary in
Connection Therewith”
5) Adopt Resolution No. 23-004, “Authorizing the Execution and Delivery of Agreement No.
23-31-028-00 with the San Bernardino County Transportation Authority (SBCTA) for
proposed Interstate 15 (I-15) Cross-County Toll Segment (Project); and Agreement No.
17-31-002-03 with the California Department of Transportation and SBCTA detailing the
Assignment to SBCTA of a portion of the Commission’s existing 15 Express Lanes Toll
Facility
Approved by the Western Riverside County Programs and Projects Committee on
March 27, 2023
In Favor: 11 Abstain: 0 No: 0
Agenda Item 8
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE: April 12, 2023
TO: Riverside County Transportation Commission
FROM:
Western Riverside County Programs and Projects Committee
David Thomas, Toll Project Delivery Director
Sergio Vidal, Chief Financial Officer
THROUGH: Anne Mayer, Executive Director
SUBJECT: Agreement with the San Bernardino County Transportation Authority for the
Interstate 15 Cross-County Toll Segment
WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE AND STAFF
RECOMMENDATION:
This item is for the Commission to:
Related to Agreements
1) Approve Agreement No. 23-31-028-00 with the San Bernardino County Transportation
Authority (SBCTA) detailing project terms during design and construction phases and
operations for the proposed Interstate 15 (I-15) Cross-County Toll Segment (Project);
2) Approve Agreement No. 17-31-002-03 with the California Department of Transportation
and SBCTA detailing the assignment to SBCTA of the Commission’s rights and obligations
to lease, operate, and maintain a portion of the Commission’s existing 15 Express Lanes
Toll Facility;
3) Approve the Second Supplemental Toll Revenue Indenture to the Master Indenture
(I-15 Toll Road) dated July 1, 2017;
4) Adopt Resolution No. 23-001, “Authorizing the Execution and Delivery of a Supplemental
Toll Revenue Indenture in Connection with the Partial Assignment of a Portion of the I-15
Toll Express Lanes and Taking of All Other Actions Necessary in Connection Therewith”;
5) Authorize the Chair or Executive Director, pursuant to U.S. Department of Transportation
(DOT) Transportation Infrastructure Finance and Innovation Act (TIFIA) office consent and
Commission bond and legal counsel review, to execute the agreements and other
required financing related documents on behalf of the Commission;
6) Authorize the Chair or Executive Director, pursuant to U.S. DOT TIFIA office consent and
Commission bond and legal counsel review, to execute an agreement between SBCTA and
SBCTA’s back-office toll service provider (TSP), and subsequent amendments or new
agreements with any successor back-office TSP, to which the Commission will be
signatory to ensure that revenues are transferred annually from SBCTA through its back-
office TSP to the Commission;
55
Agenda Item 8
Related to 15 Express Lane Access Improvements
7) Authorize the allocation to SBCTA of approximately $14 million in federal Congestion
Mitigation and Air Quality (CMAQ) funds for design and construction phase costs for 15
Express Lane access improvements near Cantu-Galleano Ranch Road for the Project;
8) Authorize the transfer of $310,000 in Measure A (Economic Development) funds to the
15 Express Lanes to account for construction impacts related to 15 Express Lanes access
improvements near Cantu-Galleano Ranch Road;
9) Authorize the allocation of a contingency amount not to exceed $1 million in federal
CMAQ funds for 15 Express Lane access improvements near Cantu-Galleano Ranch Road;
and
10) Authorize the Executive Director, or designee, to approve contingency work as may be
required for the Project.
BACKGROUND INFORMATION:
On July 13, 2022, the Commission approved the I-15 Terms of Agreement with SBCTA and
authorized staff to develop a cooperative agreement with SBCTA, amend various existing
agreements, and initiate the due diligence process with U.S. DOT’s TIFIA office in furtherance of
the proposed approach for the Project. The Project includes 2.2 lane-miles of the Commission’s
15 Express Lanes which are proposed to be assigned to SBCTA, referred to as the “Assigned
Portion” in the cooperative agreement.
DISCUSSION:
Cooperative Agreement
Staff has worked together with SBCTA to develop a cooperative agreement which details the
Project financial guidelines, coordination during design and procurement, coordination during
construction, operating guidelines, and other general matters related to the delivery and
operations of the Project. A summary of the main articles of the cooperative agreement are
included below:
• Article 1 – Definitions. Includes key defined terms used in the cooperative agreement.
• Article 2 – Relationship Between the Parties. This section outlines the obligations of each
party in the design, construction, and operations of the Project, approval and agreement
of future agreements, and general communication and cooperation. The Commission’s
key obligation is to assign to SBCTA the Assigned Portion for complete operations and
maintenance, including toll setting and collection, for the duration of the Commission’s
I-15 Toll Facility Agreement with Caltrans. This section also clarifies that any material
changes to the Commission’s 15 Express Lanes require TIFIA Consent and that the
effectiveness of the Partial Assignment and Assumption Agreement is contingent on
obtaining TIFIA Consent. TIFIA Consent is further discussed below.
56
Agenda Item 8
• Article 3 – Project Financial Guidelines. Guidelines in this section serve as the basis for
funding the Project.
Included is SBCTA’s commitment to ensure the Commission is compensated for loss of
toll revenues through the entire I-15 Express Lanes Lease period, currently ending in 2070,
attributable to the following: transfer of the Assigned Portion to SBCTA, temporary stage
construction impacts, or damage to the Commission’s existing Toll Infrastructure or Toll
Equipment. Most notably, this section describes the methodology for SBCTA’s annual
repayment to the Commission for the modeled impacts (annual toll revenue transfer
payments) resulting from assignment of the 2.2 lane-miles of the I-15 Express Lanes. The
annual toll revenue transfer payments payable by SBCTA to the Commission are required
by existing 15 Express Lanes TIFIA financing to ensure no negative financial impact is
incurred. SBCTA will be required to deposit with the Commission I-15 Trustee the first
dollars collected in each fiscal year from the SBCTA I-15 Express Lanes Gross Toll
Revenues, continually accrued up to the Annual Toll Revenue Transfer payment amount
specified in the cooperative agreement.
The Commission is responsible for the costs to implement additional 15 Express Lanes
access improvements near Cantu-Galleano Ranch Road, which were requested by staff
beyond the approved project approval/environmental document (PA/ED) design of the
SBCTA 15 Express Lanes. This will be done by transferring to SBCTA a portion of the
Commission’s federal CMAQ funds for the Project.
In addition, staff has identified stage construction impacts to 15 Express Lanes toll
revenues due to staff-requested 15 Express Lanes access improvements near
Cantu-Galleano Ranch Road, estimated to be $310,000. This will be paid to the 15 Express
Lanes using Measure A (Economic Development) funds. These stage construction impacts
are anticipated to occur in FY 2023/24.
• Article 4 – Coordination during Design and Procurement. This section outlines the
necessary coordination of design and procurement that will be critical to the successful
delivery of the Project. In general, the Commission will provide staff or consultants to
participate in the review and comment on matters related to engineering, design, tolling,
scheduling, and coordination of all portions of the Project that may impact the
Commission’s 15 Express Lanes. This effort includes review and input on the Final Design
Plans and procurement documents.
• Article 5 – Coordination during Construction. The primary purpose of this section is for
the two parties to agree on terms intended to coordinate construction and minimize
impacts of the Project to the current operation of the Commission’s 15 Express Lanes. For
relocated and new Commission 15 Express Lanes toll infrastructure, SBCTA will be
responsible for all civil/toll roadside activities and the Commission will be responsible for
all back-office activities related to software changes to maintain operation. This article
also includes requirements and fees for any closures of the Commission’s 15 Express
Lanes.
57
Agenda Item 8
• Article 6 – Operating Guidelines. This section provides guidelines to help ensure that
customers experience a seamless transition between the two express lanes facilities and
coordinated maintenance and operational services that will be mutually beneficial to both
parties and to motorists. Guidelines on customer service, toll collection, operating rules,
marketing, roadway maintenance, and closure of either express lane facility are included
in this article.
• Article 7 – General Matters. This section addresses items such as indemnification,
recovery of damages, insurance requirements, termination, dispute resolution, term,
force majeure, amendments, assignment of agreement, waiver, general interpretation,
entire agreement, severability, and counterparts.
The cooperative agreement (Attachment 1) will establish cooperation and coordination
procedures and set forth various responsibilities that will be crucial to provide for compatibility
of the toll collection and traffic management systems, to identify and mitigate potential impacts
that construction may have on the Commission’s 15 Express Lanes, and to ultimately provide for
seamless operation of the 15 Express Lanes in San Bernardino and Riverside Counties.
Partial Assignment and Assumption of Rights and Obligations under Toll Facility Agreement
Staff has worked with Caltrans and SBCTA to develop the Partial Assignment and Assumption of
Rights and Obligations Under Toll Facility Agreement (Including Real Property Lease) Interstate
15 Express Lanes in Riverside County and Consent and Acceptance of Caltrans agreement to be
entered into amongst Caltrans, RCTC and SBCTA (Partial Assignment and Assumption) that details
the assignment to SBCTA of the Commission’s rights and obligations to lease, operate, and
maintain a portion of the Commission’s existing 15 Express Lanes Toll Facility. The Partial
Assignment and Assumption is included as Attachment 2. Once approved and the effective date
of the Partial Assignment and Assumption is reached (approximately 60 days prior to Project
Substantial Completion, estimated to be in Spring 2026), approximately 2.2 lane-miles of the
Commission’s I-15 Express Lanes in Riverside County, including associated toll facilities and toll
operations and maintenance activities, will be assigned to SBCTA.
Second Supplemental Toll Revenue Indenture and Resolution
The Second Supplemental Toll Revenue Indenture amends the Master Indenture (I-15) to allow
for the proposed assignment of the 2.2 lane-miles of the I-15 Express Lanes to SBCTA.
Specifically, the Second Supplemental Toll Revenue Indenture amends the definition for both
“Toll Agreements” and “Toll Road.” Furthermore, the amendments allow for SBCTA to pay
certain Operation and Maintenance Expenses related to the assigned toll lane-miles and clarifies
certain insurance requirements. This is included as Attachment 3. A resolution is required to be
approved by the Commission authorizing the execution and delivery of the Second Supplemental
Indenture. This is included as Attachment 4.
58
Agenda Item 8
TIFIA Due Diligence Review and TIFIA Consent
The goal of the TIFIA Due Diligence review was to ensure that the Commission remains compliant
with existing requirements outlined in the 2017 TIFIA Loan Agreement for the 15 Express Lanes
Toll Facility. Drafts of the cooperative agreement and the Partial Assignment and Assumption
have been forwarded to U.S. DOT’s TIFIA office for review. Staff also provided a debt service
coverage analysis and a preliminary legal assessment outlining the impacts the Project would
have on the existing TIFIA loan agreement. To summarize, the U.S. DOT TIFIA office will provide
consent to the following documents:
• Cooperative Agreement (between RCTC and SBCTA)
• Partial Assignment and Assumption
• Second (2nd) Supplemental Indenture
Formal consent by the U.S. DOT TIFIA office (TIFIA Consent) is anticipated to be received in late
March 2023 or early April 2023. Furthermore, U.S. DOT TIFIA office will also be reviewing a back-
office TSP agreement which outlines the transfer of funds to the Commission for annual modeled
impacts, as outlined in the Cooperative Agreement, prior to any remittance of toll revenue to
SBCTA. The review and ultimate TIFIA Consent is anticipated in late spring of 2023 which will also
include approval for an additional project contract as outlined in the Commission’s I-15 TIFIA loan
agreement.
As required by the U.S. DOT TIFIA office, TIFIA Consent is contingent on the Commission being a
signatory to an agreement between SBCTA and SBCTA’s back-office TSP (as noted above) to
ensure that revenues collected are transferred annually from SBCTA through its back-office TSP
to the Commission. SBCTA is currently proceeding with an amendment to their existing I-10
Express Lanes agreement with the Transportation Corridor Agencies (TCA) to include the back-
office TSP services required for the Project and will incorporate the TIFIA Consent requirement.
The Commission will be signatory only to the provisions required for TIFIA Consent that ensure
the appropriate revenues are transferred to the Commission.
15 Express Lanes Access Improvements
On July 13, 2022, the Commission authorized programming approximately $8 million in federal
CMAQ funds for the Commission’s 15 Express Lanes access improvements and associated
features near Cantu-Galleano Ranch Road beyond the PA/ED concept for the Project. As final
design of the Project has progressed, updated cost estimates have identified an increase of
approximately $6 million dollars over the original estimate, to approximately $14 million. The
exact amount will be determined at bid time, anticipated in fall 2023. Staff is requesting an
updated authorization for an amount of approximately $14 million (versus $8 million that was
previously authorized) of CMAQ funds to be allocated to SBCTA for use on the 15 Express Lanes
access improvements near Cantu-Galleano Ranch Road.
59
Agenda Item 8
In addition, Staff has identified the need for a contingency amount to account for any unforeseen
work that may be required for the 15 Express Lanes access improvements. Staff is further
requesting an authorization for a contingency amount not to exceed $1 million of CMAQ funds
to be allocated to SBCTA, as authorized by the Executive Director, for use on the 15 Express Lanes
access improvements near Cantu-Galleano Ranch Road as needed to complete such work.
SBCTA to Reimburse the Commission
Throughout this process, staff has relied on various professional services staff in support of
Project initiatives, such as: development of a cooperative agreement, TIFIA due diligence
support, project management, financial advisor services, traffic and revenue studies, and legal
services necessary for coordination with SBCTA. The Commission’s first request for
reimbursement from SBCTA is based on consultant costs expended to date totaling $876,950 for
the period January 2021 through January 2023. Going forward, the Commission will request
payment from SBCTA of actual costs incurred by professional services staff on a quarterly basis.
The total amount for professional services the Commission anticipates being expended and
subsequently reimbursed through Fiscal Year 2026 is estimated at $2,611,412, as approved at
the July 2022 Commission meeting. As an update to the July 2022 approval, it is estimated that
approximately $300,000 of $2,611,412 is the responsibility of the Commission to support the 15
Express Lanes access improvements near Cantu-Galleano Ranch Road and this amount will not
be reimbursed by SBCTA. In addition, the Project will require certain modifications to the
Commission’s 15 Express Lanes toll system back-office to accommodate the 2.2 lane mile
reduction and access improvements near Cantu-Galleano Ranch Road. This will require a future
amendment to the Commission’s existing TSP contract. The costs for these modifications are
estimated at $150,000. Staff will return to the Commission for approval of the TSP contract
amendment in the future.
FISCAL IMPACT:
As a result of construction impacts associated with Commission requested 15 Express Lanes
access improvements near Cantu-Galleano Ranch Road, there will be an estimated $310,000 toll
revenue loss to the 15 Express Lanes. This will be addressed through the transfer of Measure A
(Economic Development) funds to the 15 Express Lanes in FY 2023/24.
Federal CMAQ funds are received by the Commission on a reimbursable basis when they are
obligated for a specific project. The 15 Project is SBCTA’s, therefore there is no fiscal impact
related to the allocation of CMAQ funds to SBCTA directly in the amounts of approximately
$14 million for express lane access improvements near Cantu-Galleano Ranch Road and
$1 million of contingency.
60
Agenda Item 8
Financial Information
In Fiscal Year Budget: N/A Year: FY 2023/24 Amount: $310,000
Source of Funds: Measure A – Economic Development Budget Adjustment: No
GL/Project Accounting No.: 003050 268 97001 00000 0000 268 31 97001
001599 515 59001 00000 0000 515 31 59001
Fiscal Procedures Approved:
Date: 03/21/2023
Attachments:
1) Agreement No. 23-31-028-00 - Cooperative Agreement for Interstate 15 Corridor Freight
and Express Lanes Project – Contract 1 Between San Bernardino County Transportation
Authority and Riverside County Transportation Commission
2) Agreement No. 17-31-002-03 – Partial Assignment and Assumption of Rights and
Obligations Under Toll Facility Agreement (Including Real Property Lease) Interstate 15
Express Lanes in Riverside County Agreement No. 17-31-002-03 and Consent and
Acceptance of Caltrans
3) Second Supplemental Indenture between Riverside County Transportation Commission
and U.S. Bank Trust Company, National Association, as Trustee
4) Resolution No. 23-001 – “Resolution Authorizing the Execution and Delivery of a
Supplemental Toll Revenue Indenture in Connection with the Partial Assignment of a
Portion of the I-15 Toll Express Lanes and the Taking of All Other Actions Necessary in
Connection Therewith”
Approved by the Western Riverside County Programs and Projects Committee on
March 27, 2023
In Favor: 11 Abstain: 0 No: 0
61
SBCTA AGREEMENT No. 22-1002721
RCTC AGREEMENT No. 23-31-028-00
COOPERATIVE AGREEMENT
FOR INTERSTATE 15 CORRIDOR FREIGHT AND EXPRESS LANES PROJECT – CONTRACT 1
BETWEEN SAN BERNARDINO COUNTY TRANSPORTATION AUTHORITY
AND
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
ATTACHMENT 1
62
SBCTA AGREEMENT No. 22-1002721
RCTC AGREEMENT No. 23-31-028-00
i
Contents
Recitals .............................................................................................................................. 1
ARTICLE 1 – DEFINITIONS ................................................................................................... 3
1.1 Assigned Portion .................................................................................................... 3
1.2 Betterments .......................................................................................................... 3
1.3 Cantu-Galleano Ranch Road Interchange Improvements ...................................... 3
1.4 Cantu-Galleano Ranch Road Interchange Improvements Costs ............................ 3
1.5 Closure .................................................................................................................. 3
1.6 Construction Contract ........................................................................................... 3
1.7 Construction Contract Acceptance ........................................................................ 4
1.8 Construction Contractor or Contractor ................................................................. 4
1.9 Construction Manager ........................................................................................... 4
1.10 Construction Work Zone ........................................................................................ 4
1.11 Cross-County Toll Segment .................................................................................... 4
1.12 Customer ............................................................................................................... 4
1.13 Customer Account ................................................................................................. 4
1.14 Designated Executive Representative ................................................................... 4
1.15 Effective Date ........................................................................................................ 5
1.16 Emergency ............................................................................................................. 5
1.17 Executive Director ................................................................................................. 5
1.18 Final Design Plans .................................................................................................. 5
1.19 65% Design Plans ................................................................................................... 5
1.20 95% Design Plans ................................................................................................... 5
1.21 I-15 ........................................................................................................................ 5
1.22 15 Express Lanes .................................................................................................... 5
1.23 Opening Date ......................................................................................................... 5
1.24 Other Toll Entities .................................................................................................. 6
1.25 Partial Assignment and Assumption ...................................................................... 6
1.26 Partial Assignment and Assumption Effective Date ............................................... 6
1.27 Permitted I-15 RCTC EL Closures ........................................................................... 6
1.28 Project ................................................................................................................... 6
1.29 Project Costs .......................................................................................................... 6
1.30 PS&E Package ........................................................................................................ 7
1.31 RCTC 15 Express Lanes .......................................................................................... 7
1.32 RCTC 15 Express Lanes Segment 1 Southbound .................................................... 7
1.33 RCTC 15 Express Lanes Segment 4 Northbound .................................................... 7
1.34 RCTC I-15 Toll Facility Agreement .......................................................................... 7
1.35 RCTC Toll Operator ................................................................................................ 8
1.36 RCTC Toll System and Operation ........................................................................... 8
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1.37 RCTC Toll System and Operation Modifications .................................................... 8
1.38 Revenue Service Commencement ......................................................................... 8
1.39 Riverside County Improvements ........................................................................... 8
1.40 Riverside County Improvements Costs .................................................................. 8
1.41 San Bernardino County Improvements ................................................................. 8
1.42 San Bernardino County Improvements Costs ........................................................ 9
1.43 SBCTA 15 Express Lanes ........................................................................................ 9
1.44 SBCTA 15 Express Lanes Segment 1 ....................................................................... 9
1.45 SBCTA 15 Express Lanes Segment 2 ....................................................................... 9
1.46 SBCTA Back Office ............................................................................................... 10
1.47 SBCTA Toll Collection System .............................................................................. 10
1.48 SBCTA Toll Collection System Costs ..................................................................... 10
1.49 SBCTA I-15 Toll Facility Agreement ...................................................................... 10
1.50 SBCTA Toll Operations Center ............................................................................. 10
1.51 SBCTA Toll Services Provider ............................................................................... 10
1.52 Substantial Completion ....................................................................................... 10
1.53 Toll Operations Agreement ................................................................................. 10
1.54 Toll Pricing Policies .............................................................................................. 11
1.55 Toll Revenue Transfer .......................................................................................... 11
1.56 Transportation Corridor Agencies (TCA) .............................................................. 11
1.57 Unpermitted I-15 RCTC EL Closures ..................................................................... 11
ARTICLE 2 – RELATIONSHIP BETWEEN THE PARTIES .......................................................... 12
2.1 Objectives Regarding Coordination of Design, Construction, and Operation
of the Project ....................................................................................................... 12
2.2 Future/Other Agreements ................................................................................... 15
2.3 Approval or Agreement of the Parties ................................................................. 15
2.4 Communication and Cooperation ....................................................................... 16
ARTICLE 3 – PROJECT FINANCIAL GUIDELINES ................................................................... 17
3.1 General ................................................................................................................ 17
3.2 Funding Terms ..................................................................................................... 17
3.3 Project Cost Administration ................................................................................ 18
3.4 Toll Revenue Impacts during Construction .......................................................... 19
3.5 Toll Revenue Transfer during Operations ............................................................ 20
ARTICLE 4 – COORDINATION DURING DESIGN AND PROCUREMENT ................................. 24
4.1 Coordination of Project Design ............................................................................ 24
4.2 Design of Project in Riverside County .................................................................. 24
4.3 Design of Project Tolling Improvements in Riverside County .............................. 27
4.4 Coordination of Project Procurement ................................................................. 28
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ARTICLE 5 – COORDINATION DURING CONSTRUCTION .................................................... 29
5.1 Coordination of Project during Construction ....................................................... 29
5.2 Closures of RCTC 15 Express Lanes During Construction ..................................... 31
5.3 Relocation of RCTC Equipment during Project Construction ............................... 33
5.4 Claims and Lawsuits during Construction ............................................................ 33
5.5 Modifications After Revenue Commencement ................................................... 33
ARTICLE 6 – OPERATING GUIDELINES ............................................................................... 34
6.1 Objectives Regarding Operation of the 15 Express Lanes .................................... 34
6.2 Mutual Aid in Case of 15 Express Lanes Related Emergency ............................... 34
6.3 Customer Service and Customer Accounts .......................................................... 34
6.4 Toll Rate Setting .................................................................................................. 35
6.5 Transaction Processing ........................................................................................ 35
6.6 Operating Rules ................................................................................................... 36
6.7 Customer Messaging ........................................................................................... 36
6.8 Roadway Maintenance ........................................................................................ 37
6.9 Closure of RCTC or SBCTA 15 Express Lanes after Construction .......................... 37
6.10 Toll Infrastructure Maintenance and Repair ........................................................ 38
6.11 Tolling Fiber Optic Cable Maintenance ................................................................ 38
6.12 Toll Equipment Maintenance .............................................................................. 38
6.13 Claims and Lawsuits during Operations ............................................................... 38
6.14 Future Operations Coordination .......................................................................... 38
ARTICLE 7 – GENERAL MATTERS ....................................................................................... 40
7.1 Indemnification ................................................................................................... 40
7.2 Recovery of Damages under Joint Agreements ................................................... 41
7.3 Insurance ............................................................................................................. 41
7.4 Termination ......................................................................................................... 41
7.5 Dispute Resolution .............................................................................................. 44
7.6 Term .................................................................................................................... 44
7.7 Force Majeure ..................................................................................................... 45
7.8 Amendments ....................................................................................................... 45
7.9 Assignment of Agreement ................................................................................... 45
7.10 Waiver ................................................................................................................. 45
7.11 General Interpretation ........................................................................................ 46
7.12 Entire Agreement ................................................................................................ 46
7.13 Severability .......................................................................................................... 46
7.14 Counterpart Originals; Facsimile Transmission; Electronic Signatures ................ 46
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SIGNATURE PAGE ............................................................................................................. 47
EXHIBIT A – PROJECT DESCRIPTION .................................................................................. 49
EXHIBIT B –RIVERSIDE COUNTY IMPROVEMENTS ............................................................. 52
EXHIBIT C – SCHEDULE ...................................................................................................... 53
EXHIBIT D – RIVERSIDE COUNTY IMPROVEMENTS TASK/COST RESPONSIBILITY
MATRIX ............................................................................................................................ 54
EXHIBIT E – SBCTA ASSIGNED PORTION OF RCTC 15 EXPRESS LANES ................................ 55
EXHIBIT F – CANTU-GALLEANO RANCH ROAD IMPROVEMENTS ........................................ 56
EXHIBIT G – TOLL REVENUE TRANSFER TABLE (2021 $) AND SAMPLE CALCULATION ......... 59
EXHIBIT H – CMAQ APPORTIONMENT TRANSFER LETTER AGREEMENT ............................ 61
EXHIBIT I – CLOSURE CHARGES ......................................................................................... 64
EXHIBIT J – RCTC TOLL SYSTEM AND OPERATION MODIFICATIONS RESPONSIBILITY
MATRIX ............................................................................................................................ 66
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COOPERATIVE AGREEMENT
FOR INTERSTATE 15 CORRIDOR FREIGHT AND EXPRESS LANES PROJECT
BETWEEN SAN BERNARDINO COUNTY TRANSPORTATION AUTHORITY
AND RIVERSIDE COUNTY TRANSPORTATION COMMISSION
This Cooperative Agreement for Interstate 15 (I-15) Corridor Freight and Express Lanes
Project (Cooperative Agreement) is made and entered into this ___ day of __________, 2023,
by and between the San Bernardino County Transportation Authority (SBCTA) and the
Riverside County Transportation Commission (RCTC). SBCTA and RCTC are sometimes
referred to herein individually as “Party,” and collectively as “Parties.”
Recitals
WHEREAS, State and Highways Code §149.11(a)(5), adopted pursuant to Assembly Bill 914
(AB 914), states:
(5) To the extent the San Bernardino County Transportation Commission plans to extend the
value-pricing program into the Counties of Los Angeles or Riverside, it shall enter into an
agreement with the Los Angeles County Metropolitan Transportation Authority or the
Riverside County Transportation Commission, as applicable, subject to approval of the board
of directors of the San Bernardino County Transportation Commission and the board of
directors of the affected entity. If the value-pricing program developed and operated by the
San Bernardino County Transportation Commission connects to, or is near, similar toll facilities
constructed and operated by the Los Angeles County Metropolitan Transportation Authority
or the Riverside County Transportation Commission, the respective entities shall enter into an
agreement providing for the coordination of the toll facilities operated by each entity.
Execution of this Cooperative Agreement between SBCTA and RCTC formalizes the
coordination of the toll facilities between San Bernardino and Riverside counties and satisfies
the AB 914 requirement for an agreement between SBCTA and RCTC regarding the
construction and operation of express lanes in Riverside County by SBCTA.
WHEREAS, SBCTA is planning, designing, and potentially constructing express lanes in the
median of I-15 from north of Foothill Boulevard in San Bernardino County to Cantu-Galleano
in Riverside County, a distance of approximately 8 miles.
WHEREAS, RCTC operates and maintains the RCTC 15 Express Lanes in Riverside County under
a toll facility agreement with the State of California from approximately Cajalco Road to north
of Cantu-Galleano Road.
WHEREAS, the Parties acknowledge that the connection of express lane facilities between
counties is desirable to provide regional continuity between RCTC and SBCTA express lane
facilities.
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WHEREAS, adding auxiliary lanes and express lanes on the segment of I-15 between Cantu-
Galleano Ranch Road and Foothill Boulevard is an important “next step” in benefiting the flow
of commerce and person-movement through this degraded and constrained segment.
WHEREAS, the proposed improvements are consistent with the Southern California
Association of Governments (SCAG) Regional Express Lane Network in the adopted Regional
Transportation Plan/Sustainable Communities Strategy (RTP/SCS) and will greatly improve
the merging and operational characteristics for trucks and passenger cars.
WHEREAS, continuity of operation across county lines is highly desirable to best serve the
traveling public.
WHEREAS, SBCTA successfully sought Senate Bill 1 (SB-1) grant funds for proposed express
lanes from north of Foothill Boulevard in San Bernardino County connecting to the RCTC 15
Express Lanes at Cantu-Galleano Ranch Road in Riverside County, including the addition of
auxiliary lanes at select locations.
WHEREAS, the Parties acknowledge that the I-15 Corridor Freight and Express Lanes Project
(Project) will connect to the operating RCTC 15 Express Lanes facility by constructing one to
two express lanes from Cantu-Galleano Ranch Road in Riverside County to Jurupa Street in
San Bernardino County.
WHEREAS, the Parties acknowledge that RCTC will by separate agreement assign its rights
and obligations related to that portion of existing RCTC 15 Express Lanes north of Cantu-
Galleano Ranch Road to SBCTA to enable SBCTA operation of the toll segment from Cantu-
Galleano Ranch Road to Jurupa Street consistent with the terms of the RCTC Toll Facility
Agreement with Caltrans.
WHEREAS, coordination between the Parties during design, construction, and operations of
the connecting 15 Express Lanes is crucial to provide for compatibility of the toll collection
and traffic management systems, to identify and mitigate potential impacts that construction
may have on the RCTC 15 Express Lanes, and to ultimately provide for seamless operation of
the 15 Express Lanes in San Bernardino and Riverside counties.
WHEREAS, it is the intent of the Parties in entering into this Cooperative Agreement to
establish certain opportunities for cooperation and coordination and to set forth various
responsibilities of the Parties, all as further set forth herein. It is the further intent of the
Parties that all provisions contained in this Cooperative Agreement and all actions taken
hereunder shall be consistent with AB 914, and Streets & Highways Code Sections 149.8 and
149.11.
WHEREAS, the Parties acknowledge and agree that nothing in this Agreement commits SBCTA
to approving or constructing the Project.
NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby
acknowledged, it is mutually understood and agreed by SBCTA and RCTC as follows.
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ARTICLE 1 – DEFINITIONS
1.1 Assigned Portion
The term “Assigned Portion” shall mean and refer to RCTC’s existing 15 Express Lanes
from Cantu-Galleano Ranch Road located to the northern limit of the Toll Facility, as
depicted in Exhibit E, to be assigned to SBCTA pursuant to the Partial Assignment and
Assumption.
1.2 Betterments
The term “Betterments” shall mean and refer to any RCTC-requested improvements
to the RCTC 15 Express Lanes or other facilities in Riverside County beyond the scope
of the approved PS&E design that SBCTA may agree to complete in conjunction with
the Project, at RCTC’s sole cost and expense.
1.3 Cantu-Galleano Ranch Road Interchange Improvements
The term “Cantu-Galleano Ranch Road Interchange Improvements” shall mean and
refer to those improvements beyond the scope of the approved PA/ED design and
requested by RCTC to be made along I-15 (northbound and southbound) to facilitate
improved express lane access/weaving as well as improved circulation to local Cantu-
Galleano Ranch Road interchange ramps, as further detailed in Exhibit F.
1.4 Cantu-Galleano Ranch Road Interchange Improvements Costs
The term “Cantu-Galleano Ranch Road Interchange Improvements Costs” shall mean
and refer to those costs associated with the final design, procurement and
construction of the “Cantu-Galleano Ranch Road Interchange Improvements”,
excluding RCTC and SBCTA staff costs. Cantu-Galleano Ranch Road Interchange
Improvements Costs are shown in Exhibit F.
1.5 Closure
The term "Closure" shall mean and refer to an instance during which (1) any of the
RCTC 15 Express Lanes are closed by SBCTA or its Contractor to facilitate construction
of the Project or (2) ingress to or egress from the RCTC 15 Express Lanes is impacted,
in RCTC’s sole discretion, by SBCTA or its Contractor to facilitate construction of the
Project or (3) RCTC 15 Express Lanes are required to be closed in order for adjacent
SBCTA work to be performed safely in RCTC’s sole discretion.
1.6 Construction Contract
The term “Construction Contract” shall mean and refer to the contract for
construction of civil infrastructure for the Project.
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1.7 Construction Contract Acceptance
The term “Construction Contract Acceptance” shall mean the calendar date when
SBCTA accepts the completed construction contract.
1.8 Construction Contractor or Contractor
The term “Construction Contractor” or “Contractor” shall mean and refer to the firm
or firms procured by SBCTA responsible for the construction of the civil infrastructure
for the Project.
1.9 Construction Manager
The term “Construction Manager” shall mean and refer to the firm or firms procured
by SBCTA responsible for management of the construction of the Project.
1.10 Construction Work Zone
The term "Construction Work Zone " shall mean the portion of the Project in which
construction equipment or material is present or temporary traffic control devices,
for the purpose of construction, are in place.
1.11 Cross-County Toll Segment
The term “Cross-County Toll Segment” shall mean and refer to the toll segment that
spans approximately 3.12 miles from the center point of access at Jurupa Street in San
Bernardino County to the center point of access at Cantu-Galleano Ranch Road in
Riverside County constructed by or assigned to SBCTA as part of the Project.
1.12 Customer
The term “Customer” shall mean and refer to paying, or otherwise authorized, users
of any portion of the RCTC 15 Express Lanes or SBCTA 15 Express Lanes, which user
has both a transponder and an account with the RCTC or SBCTA 15 Express Lanes
customer service center, or any other interoperable toll agency.
1.13 Customer Account
The term “Customer Account” shall mean and refer to accounts of Customers held by
the RCTC or SBCTA 15 Express Lanes customer service center or any other
interoperable toll agency.
1.14 Designated Executive Representative
The term “Designated Executive Representative” shall mean and refer to the SBCTA
employee, if any, designated by the SBCTA Board of Directors and to the RCTC
employee designated by the RCTC Executive Director to make decisions on behalf of
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the Parties for the purpose of furthering this Cooperative Agreement as provided in
Section 2.3.
1.15 Effective Date
The term “Effective Date” shall mean and refer to the date this Cooperative
Agreement has been approved and executed by both Parties.
1.16 Emergency
The term “Emergency” shall mean and refer to an unforeseen circumstance that poses
an imminent risk or danger of serious injury, damage, or harm to persons or property.
1.17 Executive Director
The term “Executive Director” shall mean and refer to the Executive Director of RCTC
or SBCTA, or his or her designee.
1.18 Final Design Plans
The term “Final Design Plans” shall mean and refer to the design plans that have been
approved by the California Department of Transportation (Caltrans) for inclusion in
the Plans, Specifications, and Estimate (PS&E) Package for the Advertisement, Award,
and Administration of a Construction Contract.
1.19 65% Design Plans
The term “65% Design Plans” shall mean and refer to the design plans conforming to
65% level of completeness for purposes of review.
1.20 95% Design Plans
The term “95% Design Plans” shall mean and refer to the design plans conforming to
95% level of completeness for purposes of review.
1.21 I-15
The term “I-15” shall mean and refer to the Interstate 15 freeway corridor.
1.22 15 Express Lanes
The term “15 Express Lanes” shall mean and refer to the RCTC 15 Express Lanes and
the SBCTA 15 Express Lanes, regardless of County of origin.
1.23 Opening Date
The term “Opening Date” shall mean and refer to the date that the SBCTA 15 Express
Lanes are first made available to traffic, irrespective of whether actual tolling
commences on such date.
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1.24 Other Toll Entities
The term “Other Toll Entities” shall mean and refer to any other public agency or
private entity operating a toll facility in California and with whom RCTC or SBCTA has
entered into a cooperative user fee processing or interoperability (e.g., California Toll
Operators Committee interoperability) agreement.
1.25 Partial Assignment and Assumption
The term “Partial Assignment and Assumption” shall mean and refer to the Partial
Assignment and Assumption of Rights and Obligations Under Toll Facility Agreement
(Including Real Property Lease) Interstate 15 Express Lanes in Riverside County and
Consent and Acceptance of Caltrans agreement to be entered into amongst Caltrans,
RCTC and SBCTA.
1.26 Partial Assignment and Assumption Effective Date
The term “Partial Assignment and Assumption Effective Date” shall mean and refer to
the effective date of the Partial Assignment and Assumption, upon which point RCTC
turns over the Assigned Portion of the RCTC 15 Express Lanes to SBCTA and SBCTA
begins Toll Revenue Transfer to RCTC.
1.27 Permitted I-15 RCTC EL Closures
The term “Permitted I-15 RCTC EL Closures” shall mean and refer to certain Closures
of the RCTC 15 Express Lanes where RCTC will allow SBCTA Closures of the RCTC I-15
Express Lanes during certain hours.
1.28 Project
The term “Project” shall mean and refer to the planning, design, and potential
construction of the SBCTA 15 Express Lanes, including the Cantu-Galleano Ranch Road
Improvements, the Cross-County Toll Segment, and related corridor improvements
included in the I-15 Corridor Freight and Express Lanes Project – Contract 1 as
depicted in the attached Exhibit A.
1.29 Project Costs
The term “Project Costs” shall mean and refer to the total costs associated with
delivery of the Project, excluding SBCTA and RCTC staff costs. Project costs are further
divided into San Bernardino County Improvements Costs, Riverside County
Improvements Costs, Cantu-Galleano Ranch Road Improvements Costs and SBCTA
Toll Collection System Costs.
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1.30 PS&E Package
The term “PS&E Package” shall mean and refer to the Plans, Specifications and
Estimates (PS&E) Package prepared by the design team and certified by Caltrans as
Ready to List (RTL) for purposes of bidding and constructing the Project. The PS&E
package will include any addendums issued between RTL and contract award to the
Construction Contractor.
1.31 RCTC 15 Express Lanes
Prior to the Partial Assignment and Assumption Effective Date, the term “RCTC 15
Express Lanes” shall mean and refer to the facility generally described as the existing
two- to four-lane, 15-mile-long express lane facility constructed in the median of I-15
between Cajalco Road and State Route 60 that opened to traffic in April 2021.
Following the Partial Assignment and Assumption Effective Date, the term “RCTC 15
Express Lanes” as defined herein shall exclude the Assigned Portion.
1.32 RCTC 15 Express Lanes Segment 1 Southbound
The term “RCTC 15 Express Lanes Segment 1 Southbound” shall mean and refer to the
southbound tolled segment of the RCTC 15 Express Lanes between State Route 60 and
6th Street or with revised limits as modified by the Partial Assignment and Assumption
1.33 RCTC 15 Express Lanes Segment 4 Northbound
The term “RCTC 15 Express Lanes Segment 4 Northbound” shall mean and refer to the
northbound tolled segment of the RCTC 15 Express Lanes between 6th Street and
State Route 60 or with revised limits as modified by the Partial Assignment and
Assumption.
1.34 RCTC I-15 TIFIA Loan Agreement
The Term “RCTC I-15 TIFIA Loan Agreement” shall mean and refer to the TIFIA Loan
Agreement for the Interstate 15 (I-15) Express Lanes Project between the United
States Department of Transportation and the Riverside County Transportation
Commission, dated July 20, 2017.
1.35 RCTC I-15 Trustee
The Term “RCTC I-15 Trustee” shall mean and refer to the term “Trustee” as defined
in the RCTC I-15 TIFIA Loan Agreement.
1.36 RCTC I-15 Toll Facility Agreement
The term “RCTC I-15 Toll Facility Agreement” shall mean and refer to the Agreement
between Caltrans and RCTC dated September 29, 2016, as amended, governing the
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use, maintenance, reconstruction, operation and condition on return to Caltrans of
the RCTC 15 Express Lanes.
1.37 RCTC Toll Operator
The term “RCTC Toll Operator” shall mean the firm or firms under contract to RCTC or
its sub-contractors for operations of the RCTC 15 Express Lanes.
1.38 RCTC Toll System and Operation
The term “RCTC Toll System and Operation” shall mean and refer to the toll collection
equipment, systems, toll collection price signs, and associated materials, customer
service center and traffic operation center installed by RCTC for the purposes of
operating the RCTC 15 Express Lanes.
1.39 RCTC Toll System and Operation Modifications
The term “RCTC Toll System and Operation Modifications” shall mean and refer to all
modifications to the RCTC Toll System and Operation and associated testing required
by the Project.
1.40 Revenue Service Commencement
The term “Revenue Service Commencement” shall mean and refer to the calendar
date at which the SBCTA begins collecting toll revenue for the SBCTA 15 Express Lanes.
1.41 Riverside County Improvements
The term “Riverside County Improvements” shall mean and refer to the Project
improvements in Riverside County and RCTC Toll System and Operation Modifications
as required by the Project, excluding the Cantu-Galleano Ranch Road Interchange
Improvements. Riverside County Improvements are further described in Exhibit B.
1.42 Riverside County Improvements Costs
The term “Riverside County Improvements Costs” shall mean and refer to those costs
associated with the final design, procurement and construction of the Riverside
County Improvements, excluding RCTC and SBCTA staff costs and the cost of any
SBCTA toll system equipment installed as part of the SBCTA 15 Express Lanes.
Riverside County Improvements Costs are further described in Exhibit D.
1.43 San Bernardino County Improvements
The term “San Bernardino County Improvements” shall mean and refer to the Project
improvements in San Bernardino County, less any existing toll system equipment
owned and operated by RCTC as part of the RCTC 15 Express Lanes.
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1.44 San Bernardino County Improvements Costs
The term “San Bernardino County Improvements Costs” shall mean and refer to those
costs associated with the final design, procurement and construction of the San
Bernardino County Improvements, excluding SBCTA staff costs.
1.45 SBCTA 15 Express Lanes
The term “SBCTA 15 Express Lanes” shall mean and refer to the two- to four-lane,
8-mile-long express lane facility to be modified or constructed in the median of I-15
between Cantu-Galleano Ranch Road and north of Foothill Boulevard as part of the
Project. As of, but not prior to, the Partial Assignment and Assumption Effective Date,
the term “SBCTA 15 Express Lanes” shall include the Assigned Portion.
1.46 SBCTA 15 Express Lanes Gross Toll Revenue
The term “SBCTA 15 Express Lanes Gross Toll Revenue” shall mean and refer to (a) toll
revenues, user fees, rents or other similar charges payable for use of the SBCTA
Express Lanes including receipts from the sale or rental of transponders, as well as
fines and penalties and interest thereon collected as a result of a failure to pay any
such amounts, (b) proceeds of insurance payable to or received by SBCTA with respect
to the SBCTA Express Lanes (whether by way of claims, return of premiums, ex gratia
settlements or otherwise), including proceeds from business interruption insurance
and loss of advance profits insurance, except for proceeds of fire and other casualty
insurance, (c) proceeds of any condemnation awards with respect to the SBCTA
Express Lanes except to the extent actually applied or reserved for application to
replacement of the SBCTA Express Lanes, (d) liquidated damages paid to SBCTA by the
SBCTA Toll Services Provider pursuant to the SBCTA Toll Services Provider operating
agreement, and (e) any other incidental or related fees or charges; but excluding
therefrom cash advances representing deposits against future toll payments from
users or potential users of the SBCTA Express Lanes.
1.47 SBCTA 15 Express Lanes Segment 1
The term “SBCTA 15 Express Lanes Segment 1” shall mean and refer to the toll
segment operated by SBCTA from Cantu-Galleano Ranch Road to Jurupa Street (also
referred to as the Cross-County Toll Segment).
1.48 SBCTA 15 Express Lanes Segment 2
The term “SBCTA 15 Express Lanes Segment 2” shall mean and refer to the toll
segment operated by SBCTA from Jurupa Street to north of Foothill Boulevard.
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1.49 SBCTA Back Office
The term “SBCTA Back Office” shall mean and refer to the back-office center and/or
the Customer service center either contracted with or operated by SBCTA.
1.50 SBCTA Toll Collection System
The term “SBCTA Toll Collection System” shall mean and refer to the toll collection
equipment, signage and associated materials installed by the SBCTA for purposes of
operating the SBCTA 15 Express Lanes.
1.51 SBCTA Toll Collection System Costs
The term “SBCTA Toll Collection System” shall mean and refer to those costs
associated with the final design, procurement and installation of the SBCTA Toll
Collection System.
1.52 SBCTA I-15 Toll Facility Agreement
The term “SBCTA Toll Facility Agreement” shall mean and refer to the Agreement to
be executed between Caltrans and SBCTA governing the use, maintenance,
reconstruction, operation and condition on return to Caltrans of the SBCTA 15 Express
Lanes.
1.53 SBCTA Toll Operations Center
The term “SBCTA Toll Operations Center” shall mean and refer to the operations
center operated by SBCTA for the SBCTA 15 Express Lanes.
1.54 SBCTA Toll Services Provider
The term “SBCTA Toll Service Provider” shall mean and refer to the initial operator of
the SBCTA 15 Express Lanes, or any successor, responsible for, among other things,
the collection of tolls and fees and the establishment and maintenance of customer
accounts and records, pursuant to an operating agreement entered into with SBCTA,
to which RCTC shall be a party as respects rights and obligations related to the Toll
Revenue Transfer payments.
1.55 Substantial Completion
The term “Substantial Completion” shall mean and refer to the calendar date specified
in the certificate of substantial completion issued by SBCTA under the Construction
Contract.
1.56 TIFIA Consent
The term “TIFIA Consent” shall mean and refer to written consent from the United
States Department of Transportation to the assignment by RCTC of the Assigned
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Portion, and to the changes to the RCTC 15 Express Lanes as contemplated by this
Cooperative Agreement and the Partial Assignment and Assumption Agreement.
1.57 Toll Operations Agreement
The term “Toll Operations Agreement” shall mean and refer to the future toll
operations agreement to be entered into by the Parties and which shall set forth the
specific guidelines and requirements related to the detailed coordination of
operations and maintenance of express lanes between the Counties.
1.58 Toll Pricing Policies
The term “Toll Pricing Policies” shall mean and refer to policies adopted or procedures
implemented by each Party for setting toll prices and rates for Customers.
1.59 Toll Revenue Transfer
The term “Toll Revenue Transfer” shall mean and refer to the payment of agreed upon
toll revenue impacts from SBCTA to RCTC for the transfer of the Assigned Portion of
the 15 Express Lanes from RCTC to SBCTA pursuant to the Partial Assignment and
Assumption.
1.60 Transportation Corridor Agencies (TCA)
The term “Transportation Corridor Agencies” is the Agency with which SBCTA has
entered into a Cooperative Agreement for the purposes of providing toll services for
the I-10 Corridor and anticipated to provide toll services for the I-15 Corridor.
1.61 Unpermitted I-15 RCTC EL Closures
The term “Unpermitted I-15 RCTC EL Closures” shall mean and refer to when SBCTA
closes the RCTC I-15 Express Lanes, reduces its length, or modifies the ingress/egress
such that revenues are impacted outside the permitted Closure timeframes.
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ARTICLE 2 – RELATIONSHIP BETWEEN THE PARTIES
2.1 Objectives Regarding Coordination of Design, Construction, and Operation of
the Project
2.1.1 General
a) RCTC and SBCTA will continue to collaborate with each other and with
Caltrans to encourage the most efficient management of the flows of
goods and people throughout the length of I-15 in Riverside and San
Bernardino counties, recognizing that I-15 is a nationally significant
freight corridor.
b) Adding auxiliary lanes and express lanes on the segment of I-15
between Cantu-Galleano Ranch Road and Foothill Boulevard is an
important “next step” in benefiting the flow of commerce and person-
movement through this operationally degraded and constrained
segment, and SBCTA desires to complete and RCTC desires to support
the Project.
c) It is the intent and objective of the Parties to provide a consistent
service for Customers and to operate the 15 Express Lanes in both
Riverside County and San Bernardino County so that Customers will
experience a seamless transition between the two facilities as though
the 15 Express Lanes were a single facility. The Parties agree to
cooperate to facilitate this goal.
d) The Parties recognize that pursuant to the terms of the RCTC I-15 TIFIA
Loan Agreement, any material changes to the RCTC 15 Express Lanes
require TIFIA Consent. In order to obtain TIFIA Consent, the Parties
agree that SBCTA’s agreement with the SBCTA Toll Services Provider
will be provided to the U.S. Department of Transportation for review;
will include provisions as further detailed in Section 3.5 of this
Cooperative Agreement; and will include RCTC as a party, as respects
such provisions. The Parties shall take such additional steps as
reasonably required to obtain TIFIA Consent. The effectiveness of the
Partial Assignment and Assumption Agreement is contingent on
obtaining TIFIA Consent. If TIFIA Consent is not obtained, this
Cooperative Agreement may be terminated by either Party as set forth
in Section 7.4.1.
2.1.2 SBCTA Obligations
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a) SBCTA shall adopt policies and take all appropriate administrative and
legal steps to operate, including toll collection and violations
enforcement, the portion of the Cross-County Toll Segment within
Riverside County.
b) SBCTA shall adopt, implement and maintain toll operating policies for
the Cross-County Toll Segment consistent with those set by RCTC for
the RCTC 15 Express Lanes.
c) SBCTA shall coordinate customer education and marketing to ensure
consistent messaging with the RCTC 15 Express Lanes.
d) Upon the Partial Assignment and Assumption Effective Date, SBCTA
shall assume all responsibilities of RCTC under the terms of the RCTC I-
15 Toll Facility Agreement, except those provisions that apply to debt
service or financing of the RCTC I-15 Express Lanes as defined in the
RCTC I-15 Toll Facility Agreement, for the Assigned Portion. The
transfer of responsibilities from RCTC to SBCTA will be effectuated
through the Partial Assignment and Assumption. The Partial
Assignment and Assumption Effective Date will also trigger the start of
Toll Revenue Transfer payments from SBCTA to RCTC. SBCTA shall
comply with all obligations under the Partial Assignment and
Assumption.
e) SBCTA shall design and construct the Cross-County Toll Segment,
including associated tolling infrastructure to support new SBCTA
roadside equipment and relocated RCTC roadside equipment
requirements, connecting the SBCTA and RCTC express lane facilities.
f) SBCTA shall coordinate with RCTC and the RCTC Toll Operator for
design of Cross-County Toll Segment and RCTC Toll System and
Operation.
g) SBCTA shall be responsible for the design, installation, and testing of
any new or modified roadside elements of the RCTC Toll System and
Operation as part of the Cross-County Segment. The work delineation
for modifications to the RCTC Toll System and Operation between the
SBCTA and RCTC is further detailed in Exhibit J.
h) SBCTA shall coordinate with RCTC during construction of the Cross-
County Toll Segment and during implementation and testing of tolling
systems in the Cross-County Toll Segment.
i) Following the Partial Assignment and Assumption Effective Date:
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a. SBCTA shall operate, maintain, and collect all toll revenue for the
SBCTA 15 Express Lanes, including the Cross-County Toll Segment.
b. SBCTA shall be responsible for operating the back-office system,
including collection of toll revenue and payment of operations and
maintenance costs for the Cross-County Toll Segment.
c. SBCTA shall maintain the Cross-County Toll Segment consistent
with maintenance provisions contained within the RCTC I-15 Toll
Facility Agreement.
d. SBCTA shall coordinate operation, maintenance and lane closures
of the Cross-County Toll Segment with RCTC to be described in
future Toll Operations Agreement between Parties.
2.1.3 RCTC Obligations
a) With execution of this Cooperative Agreement, RCTC authorizes SBCTA
to construct and operate express lanes within Riverside County from
the San Bernardino/Riverside County Line near East Philadelphia Street
to Cantu-Galleano Ranch Road. Notwithstanding the foregoing,
authorization related to operation of the Assigned Portion is
contingent upon full execution of the Partial Assignment and
Assumption, and subject to the terms therein.
b) RCTC shall be responsible for any required software changes to the
existing RCTC I-15 Express Lanes back-office system to accommodate
any new or modified elements of the RCTC Toll System and Operation.
RCTC shall also be responsible for the continued performance
monitoring of the existing RCTC Toll System and Operation during
construction of the Cross-County Segment.
c) RCTC shall be responsible for operating and maintaining the RCTC 15
Express Lanes, including routine and annual maintenance, during
construction of the Project, other than those items specifically
assigned to the Construction Contractor as part of the PS&E Package.
d) RCTC shall assign to SBCTA the Assigned Portion for complete
operations and maintenance, including toll setting and collection, for
the duration of the RCTC I-15 Toll Facility Agreement with Caltrans, to
be effectuated through the Partial Assignment and Assumption.
e) Upon Partial Assignment and Assumption Effective Date:
a. RCTC shall operate, maintain and collect revenue for the RCTC 15
Express Lanes, with the exception of the Assigned Portion.
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b. RCTC shall coordinate operation, maintenance and lane closures of
RCTC 15 Express Lanes Segment 4 with SBCTA to be described in
future Toll Operations Agreement between Parties.
2.2 Future/Other Agreements
2.2.1 Partial Assignment and Assumption
The Parties working jointly with Caltrans have developed and will execute a
separate Partial Assignment and Assumption Agreement no later than 4
months prior to Ready to List (RTL) for the Project. The Partial Assignment and
Assumption will formalize and effectuate the assignment of RCTC’s rights and
obligations to SBCTA related to the Assigned Portion for purposes of SBCTA
operation of the Cross-County Toll Segment.
2.2.2 Toll Operations Agreement
The Parties agree to develop and execute a separate Toll Operations
Agreement no later than 12 months prior to Substantial Completion. The Toll
Operations Agreement will expand on the operational and maintenance
guidelines outlined in Article 6 of this Cooperative Agreement and will address
toll collection system operational and maintenance responsibilities for each
agency’s facility as well as mutual toll operation issues such as corridor
emergency response, maintenance activity coordination, and express lane
Closure communications and costs.
2.2.3 Other Agreements
The Parties acknowledge and agree that coordination and construction of the
Cross-County Toll Segment as part of the Project may require additional
agreements. SBCTA agrees to use reasonable efforts to enter into any
agreement(s) necessary for the final design, construction and operation of the
Cross-County Toll Segment. RCTC agrees to negotiate and enter into mutually
acceptable agreement(s) necessary to support final design and construction of
the Cross-County Toll Segment.
2.3 Approval or Agreement of the Parties
The Parties may each authorize and designate a Designated Executive Representative
to make certain decisions on behalf of the Parties by notifying the other Party in
writing of such authorization and designation. The Parties expressly agree that this
Cooperative Agreement does not in fact operate to approve the Project or its
construction and that SBCTA retains the ability to cancel the Project.
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2.4 Communication and Cooperation
Communication and cooperation are necessary in the development, planning, and
construction stages of the Project and during operation of the RCTC 15 Express Lanes
and SBCTA 15 Express Lanes for successful and seamless operations. The Parties agree
that communication and cooperation may be accomplished through various forums,
including but not limited to as follows:
a) Meetings of or communications between the Designated Executive
Representatives
b) Project Development Team meetings
c) Working Group meetings
d) Communications between project development, toll operation, and public
affairs staff and consultants of SBCTA and RCTC on an ongoing and as-needed
basis
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ARTICLE 3 – PROJECT FINANCIAL GUIDELINES
3.1 General
The Parties agree that the Project financial guidelines contained within this Article 3
serve as the basis for funding the Riverside County Improvements, Cantu-Galleano
Ranch Road Interchange Improvements, and for the Toll Revenue Transfer following
the Partial Assignment and Assumption Effective Date. Under the SBCTA operation of
the Cross-County Toll Segment as described in this Cooperative Agreement, SBCTA
will be responsible for all costs associated with the development and implementation
of the Project, with the exception of the Cantu-Galleano Ranch Road Improvements
Costs and any additional Betterments requested by RCTC, as further detailed in
Sections 3.2 and 3.3. Following the Partial Assignment and Assumption Effective Date,
SBCTA will be responsible for the Assigned Portion and the associated Toll Revenue
Transfer to RCTC as further detailed in Section 3.4.
3.2 Funding Terms
3.2.1 The Parties agree to the following terms regarding funding for the Project.
a) SBCTA is responsible for all Riverside County Improvements Costs,
excluding Cantu-Galleano Ranch Road Interchange Improvements
Costs and any future Betterments identified by RCTC, as detailed in
Exhibit D – Project Cost Responsibility Matrix.
b) SBCTA is responsible for funding mutually agreed-upon RCTC
consultant support costs starting from January 1, 2021, as further
described in Section 3.3.1 and Exhibit D, excluding RCTC staff time.
SBCTA will reimburse these costs to RCTC within 30 calendar days of
receiving an invoice or formal request for reimbursement.
c) RCTC is responsible for the costs to implement the Cantu-Galleano
Ranch Road Interchange Improvements as detailed in Exhibit F,
excluding SBCTA staff time. To compensate for these costs, RCTC will
contribute, and allow its apportionment to be transferred to SBCTA by
Caltrans, federal Congestion Mitigation and Air Quality Program
(CMAQ) funds to the Project in an amount equivalent to the Cantu-
Galleano Ranch Road Improvements Costs, which shall be comprised
of mutually agreed-upon actual design costs and an agreed lump sum
price for construction and support costs determined at bid time
utilizing the form included in Exhibit F. Parties shall notify Caltrans of
the amount to be transferred using the letter agreement as detailed in
Exhibit H and executed by the Parties’ Executive Directors. RCTC will
be directly responsible for payment of the toll revenue impacts
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associated with the construction of the Cantu-Galleano Ranch Road
Interchange Improvements outlined in Section 3.4. Such payment will
not be part of the CMAQ fund transfer to SBCTA.
3.3 Project Cost Administration
3.3.1 Cost and Payment Administration
In accordance with Project funding responsibilities described in 3.2.1, SBCTA
shall pay for Riverside County Improvements Costs and the Cantu-Galleano
Ranch Road Interchange Improvements Costs as the costs are incurred.
a) For Riverside County Improvements Costs and Cantu-Galleano Ranch
Road Interchange Costs incurred under SBCTA contracts, SBCTA will
administer and pay such contracts directly.
b) For the Riverside County Improvements Costs and Cantu-Galleano
Ranch Road Interchange Costs incurred under RCTC contracts, RCTC
will administer and pay such contracts directly and will be reimbursed
by SBCTA on an actual cost basis. Payment is due to RCTC within 30
calendar days of receipt of an invoice for eligible incurred costs.
c) During the development and construction phases of the Project, each
Party shall bear its own staff costs, and such costs are not deemed an
eligible Project Cost.
d) During construction, SBCTA will reimburse RCTC for estimated lost toll
revenue for SBCTA-initiated approved Closures required for the Project
and liquidated damages for SBCTA-initiated unapproved lane Closures,
as detailed in Exhibit I.
3.3.2 Final Project Cost Deviations
Final Project cost increases, decreases, and unanticipated costs from the
values in Exhibit D for the Riverside County Improvements and Exhibit F for the
Cantu-Galleano Ranch Road Improvements shall be borne by SBCTA, with the
exception of construction cost overruns for a changed site condition directly
related to the additional mainline widening required by the Cantu-Galleano
Ranch Road Interchange Improvements or construction cost overruns for a
changed site condition directly attributed to any Betterments identified by
RCTC for inclusion in the Project. SBCTA shall immediately inform RCTC of any
cost increases or unanticipated costs for which RCTC may be responsible, and
shall not enter into a change order covering such costs without RCTC’s prior
written concurrence. Any disputes related to such cost increases or change
orders shall be resolved pursuant to the dispute resolution process described
in Article 7.5.
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3.4 Toll Revenue Impacts during Construction
3.4.1 The Parties agree that it is in their best interest to cooperate to mitigate any
potential impacts of Project construction on the RCTC 15 Express Lanes in
order to minimize loss of Customer use of the lanes due to construction
activity and to ensure RCTC is compensated for loss of toll revenues
attributable to temporary stage construction impacts, or damage to RCTC Toll
Infrastructure or Toll Equipment. Recognizing the revenue impacts to the
existing RCTC 15 Express Lanes during Project construction, SBCTA agrees to
reimburse RCTC for projected revenue losses as follows:
a) Stage Construction: The Parties agree to pay the RCTC 15 Express
Lanes their respective share of the expected revenue loss due to stage
construction impacts, including such things as speed reductions and
geometric lane changes, in the amounts as shown on Table 3.4-1. The
amounts shall be fixed for the approximate duration of stages below
and shall not be adjusted unless the expected duration changes by
more than 25%. In that case the amount of total revenue loss
reimbursement shall change by a pro-rata share equal to the number
days the actual duration either exceeds or underruns the expected
duration. The project element most directly responsible for the
impact, and thus responsible for funding the revenue loss, is identified
in Table 3.4-1 under the “Responsible Project Element” heading. First
payment shall be made within 30 days following the start of the
corresponding construction stage. Payment for subsequent periods
shall be made on a quarterly basis on the dates to be mutually agreed
by the Parties.
Table 3.4-1 Stage Construction Impacts
Stage(s) Expected
Duration
Estimated
Revenue
Loss
Fiscal
Year of
Impact
Responsible Project
Element
Agency
Responsible
for Payment
1, 1a,
and 2 12 months $310,000 2024
Cantu-Galleano
Ranch Road
Interchange
Improvements
RCTC
3 12 months $441,000 2025 Riverside County
Improvements SBCTA
Total $751,000
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b) Damage to RCTC System and Operation: SBCTA shall reimburse RCTC for
revenue loss incurred by RCTC for any construction or traffic related
damage to the existing RCTC toll equipment caused within the
Construction Work Zone. The amount of revenue loss shall be computed
by RCTC from the timeframe the loss first occurs until such time revenue
generation is reestablished in full. The amount of revenue loss
reimbursement from SBCTA to RCTC shall be the amount estimated to be
in a similar timeframe and duration for which the loss occurred.
3.5 Toll Revenue Transfer during Operations
3.5.1 Recognizing the value associated with the Assigned Portion as well as the need
to avoid negative financial impact to existing RCTC 15 Express Lanes financing,
SBCTA agrees to provide Toll Revenue Transfer payments to RCTC as follows:
a) From the Partial Assignment and Assumption Effective Date, expected
in Summer 2026, through the duration of the existing RCTC 15 Express
Lanes Transportation Infrastructure Finance and Innovation Act (TIFIA)
Loan Agreement – Transfer toll revenue to RCTC as set forth below:
i. Annual Toll Revenue Transfer payments in the amounts listed
under Table 1 of the Toll Revenue Transfer Table, dated 4/15/2022
as included in Exhibit G.
ii. Beginning the first day of each Fiscal Year following the Project
Assignment and Assumption Effective Date, SBCTA shall cause the
SBCTA Toll Services Provider to deposit with the RCTC I-15 Trustee
the first dollars collected from the SBCTA 15 Express Lanes Gross
Toll Revenue, continually accrued up the Annual Toll Revenue
Transfer payments in the amounts listed under Table 1 of the Toll
Revenue Transfer Table, dated 4/15/2022 as included in Exhibit G,
for that particular fiscal year and escalated as per Section 3.5.1 (c).
Prior to October 15th of the same fiscal year any amounts owed by
SBCTA for the Annual Toll Revenue Transfer Payments that have
not already been deposited to the RCTC I-15 Trustee are due to the
RCTC I-15 Trustee. SBCTA shall provide evidence to RCTC of any
payments made to the RCTC Trustee. SBCTA shall include the
requirements of this provision in the operating agreement or in
separate standalone agreement outlining the Toll Revenue
Transfer payment process with the SBCTA Toll Services Provider,
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and shall include RCTC as a signatory with respect to such
requirements and any subsequent changes to such requirements
iii. If the Partial Assignment and Assumption Effective Date occurs
before July 1, 2026, SBCTA will remit Toll Revenue Transfer
payment within 30 days of the Partial Assignment and Assumption
Effective Date. Payment will be based on the amount specified for
the fiscal year of Partial Assignment and Assumption Effective Date,
multiplied by the number of prorated days remaining within the
fiscal year, as referenced in the RCTC Toll Revenue Transfer Table
dated 4/15/22 as included in Exhibit G.
iv. If the Partial Assignment and Assumption Effective Date occurs
after July 1, 2026, but before September 15, 2026, SBCTA will remit
Toll Revenue Transfer payment by October 15, 2026. Payment will
be based on the amount specified for the fiscal year of Partial
Assignment and Assumption Effective Date, multiplied by the
number of prorated days remaining within the fiscal year, as
referenced in the RCTC Toll Revenue Transfer Table dated 4/15/22
as included in Exhibit G.
v. If the Partial Assignment and Assumption Effective Date occurs
later than September 15, 2026, SBCTA will remit Toll Revenue
Transfer payment within 30 days of the Partial Assignment and
Assumption Effective Date. Payment will be based on the amount
specified for the fiscal year of project opening, multiplied by the
number of prorated days remaining within the fiscal year, as
referenced in the RCTC Toll Revenue Transfer Table dated 4/15/22
as included in Exhibit G.
b) From the end of the RCTC 15 Express Lanes RCTC I-15 TIFIA Loan
Agreement, defined as the earlier of any refinance or retirement of the
existing loan or the loan maturity date of June 1, 2055, through the
duration of RCTC 15 Express Lanes lease term with Caltrans expiring in
April 2071 – Transfer toll revenue to RCTC as set forth below.
i. Annual payments in the amounts listed under Table 2 of the Toll
Revenue Transfer Table, Table 2 dated 4/15/2022 as included in
Exhibit G.
ii. Annual Toll Revenue Transfer payments owed to RCTC shall be
made by October 15.
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iii. If the existing TIFIA loan is refinanced or retired prior to June 1,
2055, Toll Revenue Transfer payments will be owed based on the
forecasted modeled toll revenue impact as specified in Table 1 of
Exhibit G through the closing date of the new debt issuance or TIFIA
loan retirement. After the closing date of the new issuance or loan
retirement, payments will be based on the tolled lane mile
approach in Table 2 of Exhibit G specified for the fiscal year of
impact multiplied by prorated number of days remaining in the
fiscal year. If payment has already been made for the full fiscal year,
SBCTA and RCTC agree to reconcile the difference between the pro-
rated Table 1 and Table 2 amounts for that fiscal year.
iv. Upon expiration of the RCTC I-15 TIFIA Loan Agreement, Toll
Revenue Transfer payments will be owed based on the tolled lane
mile approach as specified in Table 2 of Exhibit G and the number
of prorated days remaining in the fiscal year (30 days – June 1 thru
June 30).
c) The Toll Revenue Transfer currently expressed in 2021 dollars will be
escalated by the May regional Consumer Price Index for all urban
consumers (CPI-U) for the Riverside-San Bernardino-Ontario MSA
annually to determine the actual transferred amount in the year it is
paid (Year of Expenditure). Specifically, the escalation factor
calculation is as follows:
Annual Change in CPI-U (Riverside-San Bernardino-Ontario):
May 20xx - index (current year of payment) less May 20xx - index (prior
year of payment) = Change in CPI-U index
Change in CPI-U index divided by May 20xx – index (prior year of
payment) equals (=) escalation factor
The escalation factor will be adjusted annually as outlined in Exhibit G
(multiplier affect). Specifically, the change in CPI-U will be adjusted to
reflect the value of the modeled revenue transfer owed during
upcoming the year of payment. The escalated Annual Toll Revenue
Transfer payments for a particular fiscal year will be provided by RCTC
by June 15 of the preceding fiscal year.
If the CPI-U (Riverside-San Bernardino-Ontario) becomes unavailable
both parties should mutually agree on a consumer price index
pertaining to the inland empire area.
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3.5.2 Should the conditions described under Section 7.7 – Force Majeure result in a
significant decrease in toll revenue for the Cross-County Toll Segment, the
Parties agree to mutually assess and make good faith efforts to develop an
appropriate reduction to the toll revenue transfer amounts described in 3.4.1.
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ARTICLE 4 – COORDINATION DURING DESIGN AND PROCUREMENT
4.1 Coordination of Project Design
The Parties agree and acknowledge that cooperation and coordination during design
is critical to the successful delivery of the Project.
4.1.1 The design of the Project includes civil work within Riverside County and
associated tolling infrastructure supporting SBCTA operation of the portion of
the Cross-County Toll Segment within Riverside County, as well as relocation
of RCTC tolling infrastructure and equipment as needed to construct the
Project.
4.1.2 The required coordination of design and procurement shall be achieved
through implementation of the following measures:
a. SBCTA shall establish various working groups for Project matters and
activities such as review of engineering and design plans, tolling
infrastructure and equipment, review of lane closure requirements,
and review of construction requirements.
b. RCTC shall provide staff or consultants to participate in the review and
comment on matters related to engineering, design, tolling,
construction, scheduling, and coordination of all portions of the Project
that may impact the RCTC 15 Express Lanes.
4.1.3 SBCTA will ensure that all RCTC comments for the Cross County Toll Segment
that impact the Cantu-Galleano Ranch Road Improvements and any comments
related to impacts to the RCTC Toll System and Operation are addressed to the
satisfaction of RCTC, at which point RCTC will provide to SBCTA a statement of
concurrence/no further comments for the PS&E Package.
4.2 Design of Project in Riverside County
4.2.1 The Project includes improvements within Riverside County, which include
Riverside County Improvements as described in Exhibit B and Cantu-Galleano
Ranch Road Interchange Improvements as described in Exhibit F. SBCTA will
lead the Project design utilizing a traditional design-bid-build approach.
4.2.2 The 65% Design Plans, 95% Design Plans, and Final Design Plans for the Project
and any material modifications to such Final Design Plans made prior to
approval of the Construction Contract, shall be subject to RCTC’s review and
comment, with the timing coordinated with SBCTA. RCTC shall provide any
comments on the foregoing to SBCTA in an agreed-upon timeline as defined
herein this section. The standard of RCTC’s review and comment, except as
relates to the Cantu-Galleano Ranch Road Interchange Improvements, will
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generally be limited to issues that involve express lane operations, including,
express lane access/ signage/traffic monitoring, and/or potential foreseeable
adverse impacts to the operations, maintenance, and revenues of the RCTC 15
Express Lanes. RCTC will provide its best effort to be responsive to SBCTA on
all design reviews. If there are disputes on design preferences, then the
dispute resolution process described in Article 7.5 will be followed. Should
RCTC fail to provide comments or requested revisions to any of the above-
specified design plans for the Riverside County Improvements within the
agreed-upon timeline, SBCTA will proceed in accordance with the submitted
design plans.
RCTC’s review and/or approval of any Documents Submitted for RCTC
Approval shall conform to the following schedule:
a. Initial comments on and/or requested revisions to 65% Design Plans,
95% Design Plans, or other design Documents Submitted for RCTC
review and comment, excluding the Final Design Plans that have
addressed all comments, changes or any other post-Construction
Contract-award, shall be provided to SBCTA within thirty (30) calendar
days after delivery by SBCTA to RCTC of such documents.
b. RCTC shall provide comments to any such resubmitted documents,
excluding changes or any other post-Construction Contract-award
changes, within fourteen (14) calendar days after delivery by SBCTA to
RCTC of such documents.
c. Initial comments on and/or requested revisions to Final Design Plans
submitted for RCTC comment shall be provided to SBCTA within
fourteen (14) calendar days after delivery by SBCTA to RCTC of such
documents.
d. Initial comments on and/or requested revisions to any changes or any
other post-Construction Contract-award changes submitted to RCTC
for comment shall be provided to SBCTA within seven (7) calendar days
after delivery by SBCTA to RCTC of such document.
e. RCTC shall provide comments of any such resubmitted documents for
RCTC comment related to changes or any other post-Construction
Contract-award changes expressly included herein within seven (7)
calendar days after delivery by SBCTA to RCTC of such document.
f. Should RCTC fail to provide timely comments on requested revisions
to, and/or approval of any Documents Submitted for RCTC comment in
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accordance with Section 4.2.2, above, SBCTA will proceed in
accordance with the submitted design plans.
g. All RCTC comments and/or requested revisions shall be provided in
writing with reasonable detail, and RCTC shall indicate the nature and
basis of the issue or concern underlying each of the comments or
requested revisions.
4.2.3 In the event of any contrary direction or comment by Caltrans and RCTC best
efforts will be made to ensure that a solution can be developed that will
adequately meet both agency requirements.
4.2.4 If RCTC desires any Betterments to be completed as part of the Project, RCTC
may timely request the desired Betterments and provide SBCTA with a
detailed description of the Betterments, including sufficient information and
detail as would be required for inclusion in the PS&E Package. In the event that
Betterments are identified after the 95% Design Package, SBCTA and RCTC will
consider the need of the Betterment on a case-by-case basis. If the
Betterments are acceptable to SBCTA, in its sole discretion, SBCTA shall include
them in the scope of work for the Project. No Betterment that would delay the
completion date or otherwise result in an unreasonable deviation from the
project schedule shall be considered. Betterments shall be at RCTC’s sole cost
and expense, including (i) the costs incurred to incorporate acceptable
Betterments into the scope of work of the Project; (ii) additional design,
construction, and oversight costs arising from or associated with the
Betterments, including changes thereto; (iii) the costs associated with
preparing and obtaining approval of an environmental revalidation and/or
necessary permits associated with the Betterments; (iv) additional operations
and maintenance costs arising from or associated with the Betterments,
including changes thereto; and (v) costs associated with any impact on the
design and construction schedule associated with the Betterments.
4.2.5 Unless otherwise agreed upon by the Parties, SBCTA shall be responsible for
implementing required environmental mitigation measures and monitoring in
Riverside County for the Project, pursuant to the final environmental
documents for the Project, as approved by all relevant regulatory agencies.
Additional mitigation may be required during the final permitting. The cost for
environmental mitigation work in Riverside County shall be considered
Riverside County Improvements Costs, with the exception of any
environmental mitigation work that is the direct result of the Cantu-Galleano
Ranch Road Improvements, which shall be included in the Cantu-Galleano
Ranch Road Improvements Costs.
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4.2.6 The Parties agree to work together to coordinate planning and design of the
Riverside County Improvements with the current operation of the RCTC 15
Express Lanes. SBCTA shall develop and provide to RCTC for timely review and
comment, technical provisions regarding lane closures, detours, operations,
and other such matters for inclusion in the PS&E Package to attempt to
mitigate any impacts to the RCTC 15 Express Lanes related to the Project.
While the Parties recognize that the staging and construction of the Project
will likely require some Closures and result in other impacts, it is SBCTA’s intent
to construct the Project in a manner that will reasonably minimize impacts to
the ongoing operations of the RCTC 15 Express Lanes and pursuant to a
defined Closure regime designed to limit Closures and to avoid any significant
and/or unpermitted Closures. SBCTA shall include language to this effect in the
PS&E Package and resulting Construction Contract for RCTC review and
comment.
4.3 Design of Project Tolling Improvements in Riverside County
4.3.1 The Project will require coordination and installation of new toll collection
equipment, gantries, and signage required for SBCTA operation of the Cross-
County Toll Segment in Riverside County. SBCTA will lead the design of the
SBCTA tolling civil infrastructure and SBCTA Toll Collection System equipment.
4.3.2 The Project will require RCTC Toll System and Operation Modifications,
including both the civil works required to support the roadside tolling
equipment and the design, relocation, and testing required to implement the
modifications.
a) SBCTA is responsible for the design and coordinating all the civil elements,
both permanent and any required temporary works, required to support
modifications to the RCTC Toll System and Operation, including but not
limited to such things as conduit, fiber optic cable, power supply, poles,
gantries, and equipment pads. SBCTA shall provide an opportunity, as per
Section 4.2.2, for RCTC to review the plans for any proposed modifications
or expected physical or operational impacts to the existing RCTC I-15
Express Lanes. The design shall accommodate the required RCTC Toll
Operator review timelines and system testing protocols as part of the stage
construction approach. RCTC shall provide a review certification of the
100% plans indicating its approval of the SBCTA design approach.
b) SBCTA is responsible for the design, installation, and testing of any new or
relocated toll equipment required as part of the implementation of the
Project.
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c) SBCTA shall perform a radio frequency (RF) survey for the relocated RCTC
Toll Systems to be approved by RCTC to ensure no degradation in existing
performance levels for RCTC Toll System and Operation.
d) RCTC shall be responsible for any required software changes to the existing
RCTC I-15 Express Lanes back-office system to accommodate any new or
modified elements of the RCTC Toll System and Operation.
4.3.3 The Parties agree to hold toll working group coordination meetings as needed
to coordinate temporary or permanent modifications to the RCTC Toll System
and Operation.
4.4 Coordination of Project Procurement
RCTC acknowledges that timely completion of the Final Design Plans by SBCTA for
purposes of procuring a Construction Contractor is critical to the overall feasibility and
funding of the Project and requires timely review and approval by RCTC of (i) any
design plans submitted to RCTC and (ii) any specifications included within the PS&E
Package.
4.4.1 SBCTA shall lead the procurement, award and administration of the
Construction Contract for the Project. RCTC shall not have any right to approve
the Construction Contractor or the award of the Construction Contract for the
Project.
4.4.2 SBCTA shall lead the procurement, award, and administration for any design
or construction services needed for the SBCTA Toll Collection System and
SBCTA Back Office. RCTC shall not have any right to approve the SBCTA Toll
Collection System and SBCTA Back Office contractors or award of any related
amendments or contracts.
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ARTICLE 5 – COORDINATION DURING CONSTRUCTION
5.1 Coordination of Project during Construction
5.1.1 The Parties agree to work together to coordinate construction and minimize
impacts of the Project with the current operation of the RCTC 15 Express
Lanes.
5.1.2 SBCTA will allow, and provide in its Construction Contract the same,
reasonable access to the construction site for RCTC and its consultants to
perform routine or emergency maintenance to its existing tolling equipment.
RCTC will perform this work in a manner to minimize impact to the Project.
5.1.3 SBCTA will allow, and provide in its Construction Contract the same, access to
the construction site for RCTC and its consultants to install and test RCTC Toll
System and Operation Modifications in a reasonable manner and timeframe.
5.1.4 SBCTA will identify any construction issue associated with or potentially
impacting RCTC 15 Express Lanes and provide timely dissemination of
information to Customers and general public. SBCTA will schedule ongoing
public outreach meetings and be the lead agency providing public
notifications, with such information also provided to RCTC for posting on
RiversideExpress.com in a compatible format and consistent with the
aesthetic theme and narrative utilized by RCTC on RiversideExpress.com. The
required advance notification to RCTC for such notices may vary depending on
the level of impacts, as such the timing of such notices shall be as mutually
agreed during the construction phase, but generally shall be in the order of no
less than 7 calendar days.
5.1.5 SBCTA shall establish and lead on-going construction coordination meetings
with RCTC. The objectives of the meetings will be to keep RCTC informed of
relevant project information as it relates to Project status and potential
impacts to the existing RCTC I-15 Express Lanes and provide advance notice of
any items requiring RCTC input or action, including such things deviations from
the approved plans impacting the RCTC Toll Systems and Operations or
requested Betterments.
5.1.6 SBCTA acknowledges as the implementation agency its lead role in
administering the Project in a fashion that minimizes impact to the existing
RCTC I-15 Express Lanes, identifies issues for action in a timely manner to avoid
cost and schedule impacts to either party, and provides adequate time for
RCTC and its consultants to review, provide comment, and resolve issues in
manner for to avoid cost or schedule impacts for those issues requiring RCTC
action.
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5.1.7 RCTC acknowledges that timely review of (i) any changes requiring RCTC
comment, (ii) any post-Construction Contract-award changes requiring RCTC
comment, and (iii) any environmental mitigation measures specific to Cantu-
Galleano Ranch Road Interchange Improvements to be implemented in the I-
15 right-of-way requiring RCTC comment is critical to the Project and requires
timely review and comment by RCTC.
5.1.8 Following award of the Construction Contract, any significant change to the
Final Design Plans for the roadway portion of the Riverside County
Improvements shall be subject to RCTC’s review and comment, which shall not
be unreasonably withheld and shall be provided in a timely manner. The
standard of RCTC’s review and comment, except for the Cantu-Galleano Ranch
Road Interchange Improvements, will generally be limited to issues that
involve, express lane access/signage/traffic monitoring, and/or potential
adverse impact to the operations, maintenance, and revenues of the RCTC 15
Express Lanes. If there are disputes on solution to the construction change or
issue, then the dispute resolution process described in Article 7.5 will be
followed. Should RCTC fail to provide comments on such change in accordance
with the timelines specified in Section 4.2.2, SBCTA shall proceed as the
change was deemed approved. The timelines under Section 4.2.2 may be
revised for an individual change as per mutual agreement
5.1.9 RCTC shall provide any comments to SBCTA staff and consultants and not
directly to the Construction Contractor. RCTC shall not have the right or power
to direct the work of SBCTA’s consultants or the Construction Contractor.
5.1.10 SBCTA shall be responsible for the timely replacement and repair of any RCTC
Toll System and Operation damaged by SBCTA within the project limits during
the project construction. If SBCTA requests that RCTC perform repair work
required to be completed by SBCTA, RCTC will be reimbursed by SBCTA for all
costs, other than direct staff costs. Should any damage cause loss of revenue,
SBCTA will be responsible for reimbursement of lost revenue and all costs
related to repair of the damage within thirty (30) days of notification from
RCTC. Should SBCTA not respond in a timely manner, RCTC reserves the right
to perform the repairs and recover all its repairs costs from SBCTA.
5.1.11 RCTC shall also be responsible for the continued performance monitoring of
the existing RCTC Toll System and Operation during construction and shall
report in a timely manner to SBCTA any performance anomalies it believes are
caused by construction activities for discussion and resolution.
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5.2 Closures of RCTC 15 Express Lanes During Construction
5.2.1 SBCTA agrees not to close or reduce the length of the existing RCTC 15 Express
Lanes, nor alter the configuration of the ingress/egress zones of the RCTC 15
Express Lanes in a manner that, in RCTC’s sole determination, impacts revenue
to RCTC, other than as described in this Section 5.2.
5.2.2 The Parties agree that certain Closures of the RCTC 15 Express Lanes are
required for construction of the Project and that SBCTA shall be responsible to
RCTC for payment of the resultant lost revenue. RCTC will allow SBCTA
Closures of the RCTC I-15 Express Lanes during certain hours, designated as
“Permitted I-15 RCTC EL Closures” as shown on Exhibit I. SBCTA will reimburse
to RCTC the projected lost toll revenue as indicated on Exhibit I. The Parties
agree these shall be RCTC’s sole remedy for any revenue impacts to RCTC
related to or arising out of the Permitted I-15 RCTC EL Closures.
5.2.3 If for whatever reason SBCTA closes the RCTC I-15 Express Lanes, reduces its
length, or modifies the ingress/egress such that revenues are impacted
outside the permitted Closure timeframes, such Closures shall be deemed an
“Unpermitted I-15 RCTC EL Closures” and SBCTA shall reimburse RCTC the
applicable values listed within Exhibit I. Such reimbursement shall be RCTC’s
sole remedy for any revenue and ancillary impacts to RCTC related to or arising
out of the Unpermitted I-15 RCTC EL Closures.
5.2.4 SBCTA may request Closures outside the Permitted I-15 RCTC EL Closures time
frames; however, the approval of such request shall be at the sole discretion
of RCTC. If an Unpermitted I-15 RCTC EL Closures is approved by RCTC the
revenue loss reimbursement shall be computed solely by RCTC based on the
previous 6 weeks of revenue for the same weekday and time period, excluding
any anomalies that may occur. SBCTA shall also reimburse RCTC for any
additional reasonable expenses incurred by RCTC, less any direct staff time, to
implement and oversee the Unpermitted Closure.
5.2.5 If during the final construction stage of the Project SBCTA implements the final
configuration of the express lanes in any form that results in closing, shortens
the existing tolled lanes-miles, or restricts access impacting RCTC revenue in
advance of the Opening Date, SBCTA will reimburse RCTC for projected
revenue loss in accordance with Section 3.4.1.b. This clause is intended to
address what is expected to be a period of time in which the final configuration
of the express lanes within the Assigned portion of the RCTC 15 Express Lanes
is required for SBCTA Toll System Testing prior to the Opening Date. SBCTA
shall perform all required toll system testing within the Permitted time frames
other that required and as mutually agreed between Parties for the final
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configuration. The required period of time for the final SBCTA Toll System
testing shall not be considered an Unpermitted Closure.
5.2.6 SBCTA shall record the number of permitted and unpermitted closures per
month or contractor pay period, reconcile it with RCTC, and payment for that
period of Closures shall be made to RCTC within 30 days of the final day of the
month or contractor pay period in which the Closure occurred.
5.2.7 SBCTA shall provide, or cause its Contractor to provide, RCTC with at least
seven (7) days advance written notice of any anticipated Closures (“Notice of
Closure”), in a manner and format to be mutually agreed prior to construction.
Once notice is provided as required in the foregoing sentence, RCTC shall take
all required actions to ensure that the Closure(s) can be made at the times and
on the dates as specified in the Notice of Closures. After receipt of the Notice
of Closure RCTC shall provide a 48-hour notice in the event the Closure request
cannot be accommodated and approved.
5.2.8 If a Notice of Closure has been provided for a particular Closure, RCTC shall be
entitled to compensation in accordance with the Exhibit I for the entire period
set forth in the Notice of Closure, regardless of whether a Closure actually
occurs for the entire length of such period, unless SBCTA or its Contractor
provides RCTC at least seventy-two (72) hours advance written notice (in the
same manner required for a Notice of Closure) of withdrawal or amendment
of the Notice of Closure.
5.2.9 SBCTA and RCTC shall make every effort to coordinate Closures needed for the
maintenance of the RCTC 15 Express Lanes with the Closures required for
construction.
5.2.10 The Construction Manager shall maintain inspection diaries validating the
duration of any Closures and shall, upon request of RCTC, provide copies of
such inspection diaries to RCTC for review. In the case of any dispute between
RCTC and SBCTA regarding the duration of a Closure, or the payment due to
RCTC for any Closure, SBCTA may pay RCTC the disputed amount under
protest, and the Parties agree to submit the dispute to the Dispute Resolution
Process set forth in Section 6.5 of this Cooperative Agreement. During the
pendency of any dispute RCTC shall continue to allow Closures pursuant to the
terms of this Cooperative Agreement.
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5.3 Relocation of RCTC Equipment during Project Construction
5.3.1 The Parties acknowledge and agree that certain RCTC equipment and facilities,
such as RCTC’s toll-related variable message signs, may require temporary or
permanent relocation during Project construction.
5.3.2 SBCTA shall be responsible for procuring, installing, and testing any temporary
equipment or improvements needed to successfully relocate RCTC equipment
without interruption to the operation of the RCTC 15 Express Lanes. SBCTA
shall allow for sufficient time for testing and acceptance of relocated
equipment by RCTC prior to decommissioning or otherwise impacting the
operation of existing equipment.
5.3.3 SBCTA shall provide sufficient advance notice to RCTC and shall obtain RCTC’s
prior approval, which shall not be unreasonably withheld, of any plans for
relocation, or any actual relocation, of RCTC equipment and/or facilities,
including the installation and maintenance of temporary signage when
deemed necessary by RCTC.
5.3.4 Costs associated with any modification, relocation, or any implemented
temporary measures of RCTC Toll System and Operation during construction
of the Project shall be included in the Riverside County Improvements Costs.
5.3.5 SBCTA shall obtain RCTC concurrence that the Construction Contractor has
satisfactorily completed all civil and tolling infrastructure obligations related
to the RCTC Toll System and Operation
5.4 Claims and Lawsuits during Construction
During the construction phase SBCTA will be responsible for claims made for incidents
within the RCTC 15 Express Lanes which arise from or are caused by construction
activity. RCTC will forward such claims to SBCTA for processing.
5.5 Modifications After Revenue Commencement
The Parties acknowledge that during the period between Revenue Service
Commencement and Construction Contract Acceptance of the Cross County Toll
Segment by SBCTA, certain modifications may be needed or requested by either Party
to the Cross County Segment or the I-15 Express Lanes. Such modifications may be
needed or requested to address traffic safety, operational, or toll related issues. Prior
to implementation, such changes and cost responsibility shall be mutually agreed to
between Parties with all related costs considered part of the Project.
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ARTICLE 6 – OPERATING GUIDELINES
6.1 Objectives Regarding Operation of the 15 Express Lanes
6.1.1 Upon the Partial Assignment and Assumption Effective Date, SBCTA shall be
responsible for maintenance of the Assigned Portion per the terms of the
Partial Assignment and Assumption. Following Revenue Service
Commencement, SBCTA shall be responsible for operating and maintaining
the SBCTA 15 Express Lanes including the Assigned Portion. SBCTA shall be
solely responsible for its debt service obligations, ongoing routine and capital
maintenance and for future capital improvement projects related to the
SBCTA 15 Express Lanes including any equipment that is used for the SBCTA 15
Express Lanes that is physically located within the RCTC 15 Express Lanes.
6.1.2 Upon the Partial Assignment and Assumption Effective Date, RCTC shall be
responsible for operating and maintaining the RCTC 15 Express Lanes
excluding the Assigned Portion. RCTC shall be solely responsible for its debt
service obligations, ongoing routine and capital maintenance and for future
capital improvement projects related to the RCTC 15 Express Lanes including
any equipment that is used for the RCTC 15 Express Lanes that is physically
located within the SBCTA 15 Express Lanes, other than for any obligations
assigned to SBCTA under the Partial Assignment and Assumption.
6.1.3 It is the intent of the Parties to operate the 15 Express Lanes so that customers
will experience a seamless transition between the two facilities.
6.1.4 It is the intent of the Parties to coordinate maintenance and operational
services where a benefit to the Parties and motorists will be achieved.
6.2 Mutual Aid in Case of 15 Express Lanes Related Emergency
The Parties agree to share resources in cases of emergencies, and to provide mutual
aid as needed. The Parties agree to coordinate the suspension of tolling when the
safety of the motoring public is at risk and the Parties respective policies allow for
such suspension.
6.3 Customer Service and Customer Accounts
The Parties agree to provide a high level of customer service to users of the 15 Express
Lanes. RCTC has an established customer service center and customer accounts
operating as Riverside Express. SBCTA agrees it is responsible for establishing its own
customer service center or for providing for a customer service center through a
contract with another operator. RCTC is under no obligation to share its existing
customer accounts with SBCTA or to provide customer service for users of the SBCTA
15 Express Lanes.
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6.4 Toll Rate Setting
The Parties shall each be responsible for adopting and implementing its own Toll
Pricing Policies on the RCTC 15 Express Lanes and SBCTA 15 Express Lanes,
respectively. For consistency with the RCTC 15 Express Lanes financing, SBCTA shall
modify its toll setting policy for the Cross-County Toll Segment as needed to maintain
consistency with the RCTC toll setting policy. The Parties shall each be responsible for
coordinating appropriate timing and messaging of business rules/toll policies to their
respective Customers.
6.5 Transaction Processing
The Parties are responsible for processing the toll transactions for their respective
express lanes and collecting the associated revenue. The price for the RCTC 15 Express
Lane and the SBCTA 15 Express Lanes will not be combined on the pricing signs and
the transaction data will be processed independently for each express lane. The use
of one or more segments on the RCTC 15 Express Lanes will be combined to form a
single trip transaction processed by RCTC and the use of one or more segments on the
SBCTA 15 Express Lanes will be combined into a single trip transaction processed by
SBCTA. A Customer who uses a portion or all of each express lanes will get separate
toll charges from each agency posted to his/her account or two violation notices
should the Customer not have a valid FasTrak account.
Prior to the Partial Assignment and Assumption Effective Date, the Parties shall take
the following actions:
6.5.1 RCTC shall amend its RCTC 15 Express Lanes toll policy resolution to exclude
the Assigned Portion.
6.5.2 SBCTA shall adopt or amend an SBCTA 15 Express Lanes toll policy resolution
that includes the Assigned Portion.
Prior to the Partial Assignment and Assumption Effective Date, SBCTA shall take any
and all additional legal actions required to effectuate its right to process toll
transactions and collect associated revenue for the portion of the Cross-County
Segment located in Riverside County. SBCTA shall conduct such processing and
collections activities in accordance with all applicable laws. SBCTA shall indemnify and
defend RCTC, pursuant to Section 7.1.1(a), for any claims arising out of or related to
SBCTA’s or its consultants’ processing of toll transactions and collection of tolls and
penalties in Riverside County.
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6.6 Operating Rules
The Parties agree that it is in the best interest of Customers for RCTC and SBCTA to
maintain and implement consistent operating rules. Operating rules which are
deemed necessary for a seamless customer experience are as follows:
6.6.1 Customer Discounts. The Parties agree, subject to any additional action or
approval of their respective legislative bodies, to adopt the same discount
policies to avoid customer confusion. Current discount policies to be
coordinated include HOV 3+, registered clean air vehicles, disabled veterans,
motorcycles, buses, and approved emergency vehicles. Future legislation may
mandate additions or changes to the current discounts provided. The Parties
agree to work together to implement future changes to discount policies.
6.6.2 Method of Payment. The Parties agree to require a FasTrak transponder for
use of the express lanes and a switchable FasTrak Flex transponder to obtain
the HOV3+ discount.
6.6.3 Toll Violations. The Parties agree that a customer who uses the express lanes
without a valid transponder will be processed as a toll violator. SBCTA will
process violations for the SBCTA 15 Express Lanes in accordance with a toll
violation ordinance adopted by SBCTA. Such ordinance shall include language
which clearly states that SBCTA will be processing toll violations for toll
transactions which occur in both Riverside and San Bernardino County. RCTC
is relinquishing any right to process a toll violation for the Cross County Toll
Segment to SBCTA. SBCTA will retain any toll and penalty monies collected for
toll transactions in the Cross County Toll Segment. Prior to the Partial
Assignment and Assumption Effective Date, the Parties shall take the following
actions:
a) RCTC shall amend its toll administration and enforcement ordinance to
exclude the Assigned Portion.
b) SBCTA shall amend its toll administration and enforcement ordinance
to include the Assigned Portion
6.7 Customer Messaging
The Parties agree to coordinate on-road and marketing messages to ensure clear and
consistent messaging to motorists.
6.7.1 Signage. SBCTA shall provide on-road signage that includes information
consistent with that on the RCTC 15 Express Lanes. SBCTA shall provide signage
that clearly demarcates the separation of the RCTC 15 Express Lanes and the
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SBCTA 15 Express Lanes toll facilities and the toll price for the SBCTA 15
Express Lane only.
6.7.2 Customer Website. SBCTA shall provide information on its customer website
which clearly defines the portion of the 15 Express Lanes which it operates and
contact information for resolving any matters related to the SBCTA 15 Express
Lanes.
6.7.3 Marketing. SBCTA shall be responsible for the marketing and public education
in advance of the Opening Date of the SBCTA 15 Express Lanes and will
coordinate marketing content and the marketing plan with RCTC. SBCTA shall
provide RCTC with 60 days advance notice of any marketing efforts so that
RCTC can prepare its customer service staff to address any inquiries related to
the marketing and public education campaign. RCTC shall be responsible for
delivering any materials or messages provided by SBCTA to its customers
according to the marketing plan. The Parties agree to coordinate marketing
beyond the Opening Date and to evaluate the use of joint marketing for on-
going marketing.
6.8 Roadway Maintenance
6.8.1 The Parties agree that they are responsible for maintaining the roadway for
each of their respective toll facilities and to coordinate such maintenance
activity to minimize the impact to the travelling public and toll revenue.
6.8.2 SBCTA shall maintain the Cross-County Toll Segment in a manner consistent
with the maintenance terms of the RCTC I-15 Toll Facility Agreement
throughout the term of the Partial Assignment and Assumption. In addition,
SBCTA agrees to maintain and operate the Cross-County Toll Segment in
compliance with the maintenance and operations covenants contained in the
RCTC I-15 TIFIA Loan Agreement.
6.8.3 SBCTA shall be responsible for the long-term maintenance requirements of the
Cross-County Toll Segment as defined in the RCTC I-15 Toll Facility Agreement
throughout the term of the Partial Assignment and Assumption.
6.8.4 SBCTA and RCTC agree that any damage to toll infrastructure, toll equipment
or fiber caused by either SBCTA or RCTC or its respective contractors will be
the responsibility of the respective Party causing the damage or responsible
for the contractor causing the damage.
6.9 Closure of RCTC or SBCTA 15 Express Lanes after Construction
The Parties agree to develop a post-construction closure plan for use in managing the
Express Lanes operations. The post-construction closure plan shall be included in the
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Toll Operations agreement and shall include: the physical closure plan, the inter-
agency communication and approval for closures, the method for establishing closure
criteria that requires reimbursement of toll revenue and a commitment to coordinate
maintenance closures to minimize the impact to the travelling public.
6.10 Toll Infrastructure Maintenance and Repair
SBCTA will provide maintenance of toll infrastructure installed for the SBCTA Toll
Collection System or as part of RCTC Toll System and Operation Modifications during
the construction of the Project. SBCTA shall provide a 2-year warranty and perform
associated toll equipment maintenance for SBCTA provided toll infrastructure and
equipment utilized by RCTC. After the warranty period, RCTC will be responsible for
maintenance of the toll infrastructure owned by RCTC. SBCTA will be responsible for
maintenance of toll infrastructure owned by SBCTA.
6.11 Tolling Fiber Optic Cable Maintenance
SBCTA will be responsible for maintenance of the tolling fiber optic installed during
construction of the Project as part of the RCTC Toll System and Operation
Modifications for the duration of its warranty provisions under the Construction
Contract. RCTC will be responsible for the maintenance of the tolling fiber optic cable
supporting the RCTC 15 Express Lanes after expiration of the Construction Contract
warranty period. SBCTA will be responsible for the maintenance of the tolling fiber
optic cable supporting the SBCTA 15 Express Lanes.
6.12 Toll Equipment Maintenance
Each Party will be responsible for the maintenance of its respective toll equipment.
RCTC owned toll equipment that is relocated or modified as part of the RCTC Toll
System and Operation Modifications will be the responsibility of SBCTA until RCTC
signs off on acceptance of such equipment.
6.13 Claims and Lawsuits during Operations
The Parties will be solely responsible for handling claims or lawsuits regarding
motorists claims, toll violations and/or collection prosecutions arising from their
respective toll facilities and nothing contained in this Cooperative Agreement shall
create any liability on the part of SBCTA for matters related to the RCTC toll facilities
or on the part of RCTC for matters related to the SBCTA toll facilities.
6.14 Future Operations Coordination
The Parties agree to periodically evaluate opportunities for improved efficiency in
operating services for the SBCTA 15 Express Lanes and RCTC 15 Express Lanes through
economies of scale or elimination of redundancy. The Parties also agree to periodically
evaluate enhancements to 15 Express Lanes operations, enabled by improvements in
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technology and through experience gained in their application. Such services will be
further evaluated and described in the future Toll Operations Agreement.
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ARTICLE 7 – GENERAL MATTERS
7.1 Indemnification
7.1.1 SBCTA shall indemnify, defend, and hold RCTC, its directors, officials, officers,
employees, agents, consultants, and contractors free and harmless from any
and all claims, demands, causes of action, costs, expenses, liabilities, losses,
damages, or injuries, in law or in equity, to property or persons, including
wrongful death, in any manner arising out of or incident to any breach of
contract, negligent acts, omissions or breach of law, or willful misconduct of
SBCTA, its officials, officers, employees, agents, consultants, or contractors
arising out of performance under this Cooperative Agreement, including the
payment of all reasonable attorney’s fees.
a) In addition to the above, SBCTA shall indemnify, defend, and hold
RCTC, its directors, officials, officers, employees, agents, consultants,
and contractors free and harmless from any and all claims, demands,
causes of action, costs, expenses, liabilities, losses, damages, or
injuries, in law or in equity, to property or persons, including wrongful
death, in any manner arising within the Construction Zone or incident
to its construction activities, or related to its operation and
maintenance of the Cross-County Toll Segment, whether by SBCTA or
its officials, officers, employees, agents, consultants, or contractors.
As used above, Construction Zone shall mean any portion of the Project
state highway right of way in which Project construction equipment or
material is present or temporary traffic control devices, for the
purpose of construction, are in place.
7.1.2 RCTC shall indemnify, defend, and hold SBCTA, its directors, officials, officers,
employees, agents, consultants, and contractors free and harmless from any
and all claims, demands, causes of action, costs, expenses, liabilities, losses,
damages, or injuries, in law or in equity, to property or persons, including
wrongful death, in any manner arising out of or incident to any breach of
contract, negligent acts, omissions or breach of law, or willful misconduct of
RCTC, its officials, officers, employees, agents, consultants, or contractors
arising out of performance under this Cooperative Agreement, including the
payment of all reasonable attorney’s fees.
7.1.3 Neither Party shall be liable to the other Party for any consequential, special,
incidental, or indirect damages.
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7.2 Recovery of Damages under Joint Agreements
In the case of recovery of damages from any consultant or contractor under any joint
agreement of the Parties related to the 15 Express Lanes, such recovery shall be
proportionately allocated between the Parties based on the percentage of damage or
loss incurred by each Party, taking into account any contributory negligence of either
Party.
7.3 Insurance
7.3.1 By or prior to the Partial Assignment and Assumption Effective Date, SBCTA
shall maintain or cause to be maintained insurance for the Assigned Portion
with responsible insurers and as is customarily maintained in the United
States of America with respect to works and properties of like character,
against accident to, loss of or damage to such works or properties, which shall
include liability coverage and pollution and other environmental liability and
remediation related coverage, and any other coverage applicable to the
Assigned Portion identified in the RCTC I-15 TIFIA Loan Agreement. In
addition, SBCTA shall comply with the insurance requirements of Section 18 of
the RCTC I-15 Toll Facility Agreement. SBCTA shall include the United States
Department of Transportation as an additional insured on all such policies.
7.3.2 Each Party shall name the other Party as an additional insured under all of its
insurance policies related to the use and operation of the 15 Express Lanes,
unless provision for additional insureds is not generally available for a policy
covered under this Cooperative Agreement.
7.3.3 SBCTA shall, within thirty (30) days after the Assignment and Assumption
Effective Date, provide certificates of insurance with respect to any policies
related to the operating period of the Assigned Portion.
7.4 Termination
The Parties may terminate this Cooperative Agreement in whole or in part as follows:
7.4.1 Project Cancellation or Failure to Obtain TIFIA Consent
a) SBCTA shall have the right to terminate this Cooperative Agreement for
convenience at any time prior to the Partial Assignment and Assumption
Effective Date should SBCTA cancel or redesign the Project in a manner not
to require tolling by SBCTA in Riverside County. In addition, if TIFIA
Consent is not obtained, this Cooperative Agreement may be terminated
by either Party for failure of a condition precedent to the effectiveness of
the Partial Assignment and Assumption Agreement.
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b) In either case, SBCTA shall complete, at its sole cost and expense, any
required changes including lane striping, gantry locations and signage,
roadway toll equipment and tolling system modifications, and all other
such changes required to restore the RCTC 15 Express Lanes to its
configuration and toll operational condition as existed prior to any change
or modification made by SBCTA. Should SBCTA fail to timely complete such
work, to RCTC’s satisfaction, RCTC shall have the right to complete the
work and collect all of its reasonable costs from SBCTA. SBCTA shall
reimburse RCTC for any modeled revenue loss between the period when
the express lane modifications begin and the complete restoration of RCTC
15 Express Lanes to the operational condition that existed prior to work
being performed, including such impacts as express lane closure fees and
stage construction impacts in accordance with Section 3.4 of this
Cooperative Agreement.
c) SBCTA shall reimburse RCTC all of its agreed-upon consultant support costs
and reimburse or payback to RCTC all costs paid by RCTC to SBCTA in
conjunction with the costs to implement the Cantu-Galleano Ranch Road
Interchange Improvements, as further detailed in Section 3.2.1(b) and
Section 3.2.1 (c), respectively, through the date of Project cancellation.
d) This Cooperative Agreement shall terminate 30 calendar days after the
payment of all costs by SBCTA to RCTC, and acceptance by RCTC of any
restoration, if required, of the RCTC 15 Express Lanes to its condition prior
to any changes or modifications by SBCTA. Upon such termination, the
parties will coordinate with Caltrans to take the appropriate steps to
terminate the Partial Assignment and Assumption.
7.4.2 Termination for Cause.
a) Default. Subject to the extensions of time set forth in Section 7.7 of this
Cooperative Agreement and/or any extensions agreed upon by the
Parties, the following shall constitute a default under this Cooperative
Agreement:
i. Commencement of a voluntary or involuntary action by or
against a Party under federal or state bankruptcy law; or
ii. Failure or delay by either Party to perform any material term or
provision of this Cooperative Agreement.
b) Notice of Default. The non-defaulting Party shall give written notice of
default to the Party in default, specifying the default complained of by
the non-defaulting Party. Except as otherwise expressly provided in this
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Cooperative Agreement, any failures or delays by either Party in
asserting any of its rights or remedies as to any default shall not operate
as a waiver of any default or of any such rights or remedies. Delays by
either Party in asserting any of its rights and remedies shall not deprive
either Party of its right to institute and maintain any actions or
proceedings which it may deem necessary to protect, assert, or enforce
any such rights or remedies.
c) Failure to Cure. In the event that the defaulting Party fails to commence
to cure, correct, or remedy a default within thirty (30) calendar days
following receipt of written notice, or thereafter fails to diligently
complete such cure, correction or remedy, a default of this Cooperative
Agreement shall be deemed to have occurred, and the defaulting Party
shall be liable to the non-defaulting Party for any damages caused by
such default. In the event of a default, the non-defaulting Party may
exercise all rights and remedies available at law or in equity, including
the right to seek damages, seek specific performance or other injunctive
or equitable relief. If the default materially impacts the non-defaulting
Party, and exercise of alternate remedies does not sufficiently address
such impacts, the non-defaulting party may terminate this Cooperative
Agreement through a written notice of termination, the effective date
of which shall be no less than ninety (90) days from the date of the
notice. Disputes regarding the existence of a default that may give rise
to termination under this section shall be subject to the dispute
resolution provisions provided below, but the right to exercise rights and
remedies for such reason shall not be subject to review. The exercise of
a Party’s rights and remedies shall be cumulative with the exercise of
other rights and remedies. Notwithstanding anything contained in this
paragraph, neither Party shall have the right to terminate this
Cooperative Agreement while the subject of such termination is in the
process of review pursuant to the dispute resolution procedures
contained in this Cooperative Agreement.
7.4.3 Cooperation Prior to Termination. Prior to the effective date of a termination
for cause, the Parties shall cooperate in good faith to facilitate the transfer of
services, agreements, materials, software, equipment, and information as
necessary for modification to the Cross-County Toll Segment as needed to
enable independent operation of the RCTC 15 Express Lanes and SBCTA 15
Express Lanes. If desired by the non-defaulting Party and approved by
Caltrans, the defaulting Party shall complete, at its sole cost and expense, all
changes including but not limited to lane striping, gantry locations and signage,
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and all other such changes, required in order to return the Assigned Portion to
a condition to enable independent operation of the RCTC 15 Express Lanes and
SBCTA Express Lanes. Should the defaulting Party fail to timely complete such
work, to the non-defaulting Party’s reasonable satisfaction, the non-defaulting
Party shall have the right to complete the work and collect all of its reasonable
costs from the defaulting Party.
7.5 Dispute Resolution
Unless otherwise specified herein, the Parties shall comply with the following
procedures in the case of a dispute, claim, or controversy arising under or in relation
to this Cooperative Agreement. If one of the procedures below has already been
completed pursuant to another section of this Cooperative Agreement, the matter
shall immediately be submitted to the subsequent procedure.
7.5.1 Submission to Executive Directors. The dispute shall be referred for
negotiation to the Executive Director of each Party. The Executive Directors
agree to undertake good faith attempts to resolve said dispute, claim, or
controversy within ten (10) calendar days after receipt of written notice from
the Party alleging that a dispute, claim, or controversy exists. The Parties
additionally agree to cooperate with the other Party in scheduling negotiation
sessions.
7.5.2 Submission to Ad Hoc Committee. If said matter is not resolved by the
Executive Directors within thirty (30) calendar days after conducting the first
negotiating session, either Party may then request that the matter be
submitted to an ad hoc committee comprised of two (2) members from the
governing board of SBCTA and two (2) members from the governing board of
RCTC.
7.5.3 Further Dispute Resolution. If a matter is not timely resolved after submission
to a dispute resolution ad hoc committee as described above, the Parties may
refer the matter to further dispute resolution procedures, as may be agreed
upon by the Parties.
7.5.4 Legal Action. If a matter is not resolved within thirty (30) calendar days after
the first negotiating session of the dispute resolution ad hoc committee, unless
otherwise agreed upon in writing by the Parties, either Party may proceed with
any other remedy available in law or in equity.
7.6 Term
This Cooperative Agreement shall remain in full force and effect, unless otherwise
terminated as provided herein through the duration of the RCTC Toll Facility
Agreement lease term with Caltrans expiring in April 2071.
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7.7 Force Majeure
The failure of performance by either Party (except for payment obligations)
hereunder shall not be deemed to be a default where delays or defaults are due to
war; insurrection; strikes; lock-outs; riots; floods; earthquakes; fires; casualties; acts
of God; acts of the public enemy; epidemics or pandemics; quarantine restrictions;
freight embargoes; lack of transportation; governmental restrictions; unusually
severe weather; inability to secure necessary labor, materials or tools; delays of any
contractor, subcontractor, railroad, or suppliers; acts of the other Party; acts or failure
to act of any other public or governmental agency or entity (other than the acts or
failure to act of the Parties); or any other causes beyond the control or without the
fault of the Party claiming an extension of time to perform or relief from default. An
extension of time for any such cause shall be for the period of the enforced delay and
shall commence to run from the time of the commencement of the cause, if notice by
the Party claiming such extension is sent to the other Party within thirty (30) days of
the commencement of the cause. Times of performance under this Cooperative
Agreement may also be extended in writing by mutual agreement between the
Parties.
7.8 Amendments
This Cooperative Agreement may be amended at any time by the mutual consent of
the Parties by an instrument in writing; however, no amendments or other
modifications of this Cooperative Agreement shall be binding unless executed in
writing by both Parties hereto, or their respective successors or assigns.
7.9 Assignment of Agreement
Neither Party may assign or transfer its respective rights or obligations under this
Cooperative Agreement without the express written consent of the other Party. Any
purported assignment or transfer by one Party without the express written consent
of the other Party shall be null and void and of no force or effect.
7.10 Waiver
No delay or omission in the exercise of any right or remedy of a non-defaulting Party
on any default shall impair such right or remedy or be construed as a waiver. No
consent or approval of either Party shall be deemed to waive or render unnecessary
such Party’s consent to or approval of any subsequent act of the other Party. Any
waiver by either Party of any default must be in writing and shall not be a waiver of
any other default concerning the same or any other provision of this Cooperative
Agreement.
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7.11 General Interpretation
As used in this Cooperative Agreement, unless otherwise specified, the term
“including” shall mean including, but not limited to, or without limitation.
As used in this Cooperative Agreement, unless otherwise specified, the terms “shall”
and “will” shall have the same meaning.
7.12 Entire Agreement
This Cooperative Agreement, including the attached exhibits, constitutes the entire
agreement between the Parties with respect to the subject matter contained herein,
and supersedes any prior term sheet and/or agreement, whether written or verbal,
with respect to the subject matter herein including that certain “Draft Term Sheet:
Principles of Agreement between RCTC and SBCTA to Advance SBCTA-led Project –
I-15 Corridor Freight Improvement Project: Auxiliary Lanes to Complement Express
Lanes” dated June 3, 2020 and “15 Terms of Agreement – SBCTA Build and Operate
Cross-County Toll Segment from Jurupa Street to Cantu-Galleano Ranch Road” dated
June 15, 2022.
7.13 Severability
In the event that any one or more of the phrases, sentences, clauses, paragraphs, or
sections contained in this Cooperative Agreement shall be declared invalid or
unenforceable by valid judgment or decree of a court of competent jurisdiction, such
invalidity or unenforceability shall not affect any of the remaining phrases, sentences,
clauses, paragraphs, or sections of this Cooperative Agreement, which shall be
interpreted to carry out the intent of the Parties hereunder.
7.14 Counterpart Originals; Facsimile Transmission; Electronic Signatures
This Agreement may be signed in counterparts, each of which shall constitute an
original.
A manually signed copy of this Agreement which is transmitted by facsimile, email, or
other means of electronic transmission shall be deemed to have the same legal effect
as delivery of an original executed copy of this Agreement for all purposes. This
Agreement may be signed using an electronic signature.
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SIGNATURE PAGE TO
COOPERATIVE AGREEMENT
FOR I-15 CORRIDOR FREIGHT AND EXPRESS LANES PROJECT
BETWEEN SAN BERNARDINO COUNTY TRANSPORTATION AUTHORITY
AND
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
RIVERSIDE COUNTY SAN BERNARDINO COUNTY
TRANSPORTATION COMMISSION TRANSPORTATION AUTHORITY
By: ________________________________ By: _____________________________
Its: ________________________________ Its: _____________________________
APPROVED AS TO FORM: APPROVED AS TO FORM:
BEST & KRIEGER LLP
By: ________________________________ By: _____________________________
Counsel to Riverside County General Counsel to San Bernardino
Transportation Commission County Transportation Authority
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EXHIBITS
A. Project Description
B. Riverside County Improvements Description
C. Schedule
D. Riverside County Improvements Task/Cost Responsibility Matrix
E. SBCTA Assigned Portion of RCTC 15 Express Lanes
F. Cantu-Galleano Ranch Road Interchange Improvements
G. Toll Revenue Transfer Table (2021 Dollars) and Sample Calculation
H. CMAQ Apportionment Transfer Letter Agreement
I. Closure Charges
J. RCTC Toll System and Operation Modifications Responsibility Matrix
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EXHIBIT A – PROJECT DESCRIPTION
Interstate 15 Corridor Freight and Express Lanes Project – Contract 1
The Interstate 15 (I-15) Corridor Freight and Express Lanes Project – Contract 1 (Figure 1) will
improve freight efficiency, traffic operations, and safety between Cantu-Galleano Ranch Road
in Riverside County and Foothill Boulevard in San Bernardino County. The Project will connect
to the RCTC 15 Express Lanes at Cantu-Galleano Ranch Road, providing two continuous
express lanes in each direction to Arrow Route and one express lane from Arrow Route to
just north of Foothill Boulevard in each direction. Key project elements include the following:
a) New Cross-County Toll Segment (SBCTA 15 Express Lanes Segment 1) from
Cantu-Galleano Ranch Road in Riverside County to Jurupa Street in San
Bernardino County (approximately 3 miles)
i. Southbound and northbound ingress/egress at Cantu-Galleano Ranch
Road with southbound directional weave lanes and northbound
combined ingress/egress weave zone (as coordinated with RCTC and
included in Cantu-Galleano Ranch Road Interchange Improvements)
ii. Southbound and northbound combined ingress/egress with weave lane
at Jurupa Street
b) Cantu-Galleano Ranch Road Improvements (as further described in Exhibit F)
c) New SBCTA toll segment (SBCTA 15 Express Lanes Segment 2) in San
Bernardino County from Jurupa Street to just north of Foothill Boulevard
(approximately 5 miles)
i. Southbound ingress and northbound egress just north of Foothill
Boulevard
ii. Southbound ingress and northbound egress at Arrow Route
iii. Southbound and northbound combined ingress/egress with weave lane
at Jurupa Street
d) New auxiliary lanes at three locations:
i. Southbound from I-10 on-ramp to County Line connecting to State
Route (SR) 60 off-ramp extension
ii. Northbound from County Line to north of Jurupa connecting to SR-60
on-ramp extension
iii. Northbound from 4th Street on-ramp to Foothill Boulevard off-ramp
e) New SBCTA Toll Collection System to provide for the tolling operation of SBCTA
15 Express Lanes Segments 1 and 2
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i. Four tolling gantries
ii. Six TRDMS signs
iii. Roadside tolling equipment
iv. Associated tolling communications and equipment
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Figure 1: Project Overview
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EXHIBIT B –RIVERSIDE COUNTY IMPROVEMENTS
Construction of the Cross-County Toll Segment as part of the Project will include
improvements within Riverside County. The work includes civil work, tolling infrastructure,
and modifications to the RCTC Toll Systems and Operation. RCTC consultant support for the
coordination and implementation of Riverside County Improvements are eligible Project
costs further described in Exhibit D and subject to the funding and reimbursement terms of
Article 3. The work elements include, but are not limited to, the following:
1. Project Improvements in Riverside County
a) Construction of median barrier and median widening from Cantu-Galleano
Ranch Road to the Riverside/San Bernardino County Line
b) Construction of outside widening as required
c) Overhead sign structures
d) Permanent striping and installation of channelizers
e) Riverside Avenue bridge structure widening (gap closure)
f) State Route (SR) 60/I-15 Separation bridge structure widening
g) Mission Boulevard Overhead bridge structure widening (gap closure)
h) Railroad spur track at Mission Overhead
i) Civil infrastructure within Riverside County as needed to support Cross-
County Toll Segment
j) Power and communications infrastructure within Riverside County as
needed to support Cross-County Toll Segment
k) Median drainage improvements as needed
2. RCTC Toll System and Operation Modifications
a) Modifications to the RCTC 15 Express Lanes tolling equipment and
infrastructure as needed to accommodate the Cross-County Toll Segment
b) Modifications to the RCTC back office and operations center as needed to
support revision to RCTC 15 Express Lanes Segment 4 to accommodate the
Cross-County Toll Segment
Additionally, a portion of the SBCTA Toll Collection System will be installed within Riverside
County as needed for the SBCTA operation of the Cross-County Toll Segment but is excluded
from the scope of the Riverside County Improvements.
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EXHIBIT C – SCHEDULE
I-15 Corridor Freight and Express Lanes Project - Contract 1
Project Delivery Schedule
3/10/2023
Activity Milestone Date
SBCTA/RCTC Begin development of Initial SBCTA/RCTC Cooperative Agreement (based on Board direction)7/2/2020
Board award PS&E contract 9/2/2020
Issue NTP#1 - Limited Notice to Proceed - PS&E 9/3/2020
Notification of TCEP Grant Status 12/2/2020
Issue NTP#2 - Begin Final Design in Riverside and San Bernardino County 12/3/2020
SBCTA/RCTC Meet to Confirm Project Approach and Schedule (following Grant Notification)12/7/2020
SBCTA/Caltrans: Meet to Confirm Project Approach and Schedule 12/17/2020
SBCTA/RCTC: General coordination and scoping only with RCTC 2/3/2021
Begin R/W work 8/1/2021
65% PSE 4/12/2022
RCTC: Term Sheet/Committee Approval 6/27/2022
SBCTA: Term Sheet/Committee Approval 8/11/2022
RCTC: Develop and Execute CCO #1 for Kapsch Design Review Support 8/31/2022
95% PSE 9/7/2022
95% Cost Estimate 9/16/2022
SBCTA: Execute Option to TransCore for (a) Final Design Support and (b) Segment 1 & 2 Operation 10/5/2022
SBCTA: Present Final Terms Overview to Joint Sub-Committee 11/10/2022
100% PS&E Package to Caltrans/RCTC 2/6/2023
SBCTA/RCTC Finalize SBCTA/RCTC Cooperative Agreement 3/10/2023
RCTC: SBCTA/RCTC Cooperative Agreement - Committee Approval 3/27/2023
RCTC: Approve SBCTA/RCTC Cooperative Agreement 4/12/2023
SBCTA: SBCTA/RCTC Cooperative Agreement - Committee Approval 4/13/2023
SBCTA: Approve SBCTA/RCTC Cooperative Agreement 5/3/2023
Caltrans/RCTC/SBCTA Execute Partial Assignment and Assumption Agreement 5/4/2023
R/W Certification 5/5/2023
Environmental Certification 5/5/2023
FHWA Certification 5/5/2023
Caltrans Approve Final PS&E Package 5/5/2023
Ready to List (RTL)5/15/2023
SBCTA: Develop and Execute Sole Source Contract with Kapsch for RCTC Toll System Modifications 6/7/2023
CTC Board 6/28/2023
RCTC: Develop and Execute CCO #2 for Kapsch D&D and Construction Support 7/15/2023
E-76 Issued 8/14/2023
Board: Release IFB 10/4/2023
Bids due 11/2/2023
Board award construction contract 12/6/2023
Construction NTP 1/15/2024
SBCTA/RCTC Begin development of Toll Operations Agreement 1/2/2024
SBCTA/RCTC/Caltrans Begin development of Maintenance and other Operational Agreements (CHP, FSP)7/1/2024
SBCTA/RCTC Execute Toll Operations Agreement 7/1/2025
SBCTA/RCTC/Caltrans Execute Maintenance and other Operational Agreements (CHP, FSP)7/1/2025
Express Lanes Open to Traffic 7/1/2026
Note: Grey italicized activities reflect actual dates
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EXHIBIT D – RIVERSIDE COUNTY IMPROVEMENTS TASK/COST RESPONSIBILITY
MATRIX
Table 1 provides a summary of Project costs within Riverside County, which are further
defined as Riverside County Improvements Costs and Cantu-Galleano Ranch Road
Improvements Costs. The cost summary table will be updated periodically during
development of the PS&E process through Construction Contract Award for tracking and
budgeting purposes. Following Construction Contract Award, Cantu-Galleano Ranch Road
Improvements Costs shall be fixed to reflect Construction Contract pricing, whereas Riverside
County Improvements costs will be finalized based on actual cost unless noted otherwise.
Table 1: Riverside County Cost Summary Table – 100% Cost Estimate (3/10/2023)
SBCTA RCTC2 SBCTA RCTC TCEP FUND
SWAP4 MSI LOAN5 RCTC7
Riverside County Improvements Costs
Final Design (PS&E) - MBI X 3,596,000 3,596,000
Construction Costs X 48,347,100 48,347,100
Contingency 4,834,710 3,018,900 1,815,810
SBCTA Development and Support Costs
Construction Management X 5,750,000 5,750,000
Caltrans Enhanced Support X 1,150,000 1,150,000
Construction Stage Impact - Stages 3 and 4 X 441,000 441,000
Toll Revenue Transfer (Capital)X 250,000 250,000
RCTC 15 Toll Service Provider Costs
Final Design Support X 50,000 50,000
Toll Collection System Modfications X 400,000 400,000
Regional Operations Center Modifications X 50,000 50,000
Pre-Opening Customer Costs (TSP Pass-Through)X 25,000 25,000
RCTC Development and Support Costs
Financial Advisor Support X 400,000 400,000
Traffic and Revenue Studies Support X 100,000 100,000
Toll Project/Construction Management X 1,100,000 1,100,000
Legal Support X 500,000 500,000
Project Management/Coordination Support X 300,000 300,000
USDOT/TIFIA Costs (RCTC Pass-Through)X 250,000 250,000
Cantu-Galleano Ranch Road Improvements Costs
Final Design, Construction, Development and Support X 13,706,220 13,706,220
Construction Contingency (RCTC-Managed)X 1,000,000 1,000,000
Construction Stage Impact - Stages 1 through 2 X 310,000 310,000
Total 67,543,810 15,016,220 51,366,000 14,856,220 15,027,810 1,310,000
Notes:
(2) Following execution of the Cooperative Agreement, Project costs under RCTC contract shall be reimbursed by SBCTA as RCTC incurs the expenses.
(6) Contingency included in each line item unless noted separately.
(7) RCTC to provide separate funding for its share of construction stage impact cost.
(1) Final Design, Project Development and Support, and RCTC 15 ELP Toll Service Provider costs shall be based on actuals. Construction Costs and Cantu-Galleano Ranch
Road Improvements Costs shall be updated following receipt of successful bid to reflect the actual contract bid pricing.
(3) SBCTA toll collection system and equipment cost provided by the TransCore for the operation of the Cross-County Toll Segment is excluded from the cost of Riverside
County Improvements.
(4) To facilitate the efficient use federal funds in the Project, all federal funds will be focused on the construction contract. Therefore, federal funds that are available for
Riverside County Improvement Costs in excess of the construction contract value in Riverside County will be used for construction contract costs in San Bernardino County
and swapped for a like amount of Measure I Freeway Program funds, except in the case of Caltrans enhanced support, which must be paid with federal Surface
Transportation Block Grant funds.
(5) Riverside County Improvement costs in excess of the TCEP funds allocated to the construction phase costs and the contribution funds provided for betterment costs will be
funded through a Measure I loan.
Description
Party Managing Agreed to Costs1,3 Funding Plan
the Contract
Funding Responsibility
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EXHIBIT E – SBCTA ASSIGNED PORTION OF RCTC 15 EXPRESS LANES
Note 1: Lanes assigned from RCTC to SBCTA are the Blue Lanes north of Cantu-Galleano Ranch
Road.
Note 1 1
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EXHIBIT F – CANTU-GALLEANO RANCH ROAD IMPROVEMENTS
Scope Overview: The Cantu-Galleano Ranch Road Improvements refer to improvements
along I-15 (northbound and southbound) to facilitate improved express lane access/weaving
as well as improved circulation to local Cantu-Galleano Ranch Road interchange ramps. These
improvements were not part of the approved PA/ED design and have since been coordinated
to be part of the final design based on formal discussions involving RCTC, SBCTA, and Caltrans.
The scope items of the improvements include:
• Widening the mainline in the southbound direction between SR-60 and Cantu-
Galleano Ranch Road off-ramp to provide for a combined ingress/egress weave
lane. Work includes ramp work for the loop on-ramp as it enters the freeway to
increase storage.
• Modification to the northbound loop on-ramp to facilitate a safer potential weave
from the gore to the immediate weave zone opening
• Drainage impacts associated with extended southbound on-ramp
• Type 1 Retaining Wall (approximately 2500’) to accommodate southbound
widening
• Additional roadway, grading, drainage, ramp metering, intelligent transportation
system (ITS), electrical, maintenance of traffic (MOT), and overhead signage
details to accommodate southbound and northbound improvements, including a
new toll price sign along the westbound SR-60 to southbound I-15 connector
ramp.
• Landscaping improvements to match existing
• Supplemental survey and geotechnical exploration as required
Table 1 provides an engineer’s estimate for the Cantu-Galleano Ranch Road Improvements
Costs based on the 100% design plans. The construction costs will be updated to reflect the
actual bids costs upon award of the Construction Contract.
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Table 1: Cantu-Galleano Ranch Road Improvements Costs Estimate
Construction Costs (100% Design Estimate as of March 1, 2023)
Time Related Overhead (TRO)326,300$
Temporary Construction 10,210$
Excavation 282,140$
Drainage 443,610$
BMP's 50,540$
Roadway 3,138,930$
Landscape 134,660$
Barrier 1,058,120$
Maintenance of Traffic (MOT)438,430$
Retaining Wall 748,660$
Lighting and Electrical 711,890$
Sound Wall -$
Structure -$
Utility -$
Supplemental Work 147,060$
State Furnished Materials 133,350$
Mobilization 815,900$
Design Contingency 815,900$
Construction Costs - Sub-Total 9,255,700$
Pricing Escalation Factor 925,570$
Construction Costs 10,181,270$
Construction Contingency (SBCTA-Managed)1,018,127$
Construction Management 1,100,968$
Caltrans Construction Support 220,194$
PS&E Team - Design 350,000$
PS&E Team - Construction Support 25,662$
RCTC Toll System and Operation Modifications
RCTC TSP Costs (SBCTA Contract)610,000$
RCTC TSP Costs (RCTC Contract)120,000$
Tolling Support (SBCTA Contract)80,000$
Sub-Total Cost (CMAQ - SBCTA-Managed)13,706,220$
Construction Contingency (RCTC-Managed)1,000,000$
Sub-Total Cost (Total CMAQ)14,706,220$
Construction Stage Impact 310,000$
Total CGR Improvements Costs 15,016,220$
124
SBCTA AGREEMENT No. 22-1002721
RCTC AGREEMENT No. 28-31-028-00
58
Notes:
1) Construction costs, excluding RCTC Toll System and Operation Modifications, are
proportional to the estimated construction costs and will be updated to reflect the
actual awarded construction bid costs.
2) RCTC Toll System and Operation Modifications costs associated with the Cantu-
Galleano Ranch Road Improvements, including the additional pricing sign at the SR-
60 connector ramp, shall be based on pricing received from RCTC Toll Service Provider.
3) Pricing escalation Costs are included for the 100% design-based estimate to forecast
the actual funding needs and will be updated to “zero” dollars when updated to reflect
the actual awarded bid costs.
4) The apportionment of CMAQ funds from RCTC to SBCTA, updated to reflect the actual
construction award values, will be fixed for the duration of the Project and shall not
be adjusted to reflect any changes in the final Project costs.
5) An amendment to this agreement will be executed to reflect an updated Table 1
incorporating the construction bid costs at award of the Construction Contract.
6) The Construction Contingency (SBCTA-Managed) is a fixed percentage applied to the
construction costs updated to reflect the actual bids costs upon award of the
Construction Contract. This value shall be part of the RCTC’s CMAQ apportionment
to SBCTA to be included in Exhibit H.
7) The Construction Contingency (RCTC-Managed) is a budgetary value applied to the
anticipated construction costs. This budgetary value will be part of the RCTC’s CMAQ
apportionment to SBCTA as shown on Exhibit H, but shall be managed at the sole
discretion of RCTC.
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SBCTA AGREEMENT No. 22-1002721
RCTC AGREEMENT No. 23-31-028-00
59
EXHIBIT G – TOLL REVENUE TRANSFER TABLE (2021 $) AND SAMPLE CALCULATION
2026 $954,986 $931,321
2027 $993,275 $1,041,500
2028 $1,036,069 $1,174,821
2029 $1,046,205 $1,268,775
2030 $993,275 $1,261,051
2031 $935,841 $1,252,376
2032 $926,832 $1,334,715
2033 $908,813 $1,422,472
2034 $884,037 $1,516,022
2035 $917,822 $1,301,918
2036 $976,383 $1,049,166
2037 $994,401 $1,068,706
2038 $1,012,420 $1,088,592
2039 $1,031,565 $1,108,852
2040 $1,050,710 $1,129,459
2041 $1,069,854 $1,150,497
2042 $1,090,125 $1,171,882
2043 $1,110,396 $1,193,670
2044 $1,130,667 $1,215,948
2045 $1,150,938 $1,238,514
2046 $1,172,335 $1,261,599
2047 $1,193,732 $1,285,058
2048 $1,215,129 $1,308,979
2049 $1,238,779 $1,333,332
2050 $1,261,302 $1,358,117
2051 $1,279,321 $1,377,455
2052 $1,292,834 $1,391,318
2053 $1,305,222 $1,405,267
2054 $1,317,610 $1,419,331
2055 $1,331,124 $1,433,568
2056 $1,344,638 $1,447,920
2057 $1,358,152 $1,462,446
2058 $1,371,666 $1,477,144
2059 $1,385,180 $1,491,929
2060 $1,399,820 $1,506,886
2061 $1,413,334 $1,522,017
2062 $1,426,848 $1,537,263
2063 $1,442,614 $1,552,652
2064 $1,456,128 $1,568,215
2065 $1,470,768 $1,583,980
2066 $1,485,408 $1,599,831
2067 $1,500,048 $1,615,855
2068 $1,514,688 $1,632,109
2069 $1,530,455 $1,648,450
2070 $1,547,347 $1,664,964
Fiscal
Year
TABLE 1
- T&R Modelled approach -
(2021$)
TABLE 2
- Lane/Mile Approach-
(2021$)
TOLL REVENUE TRANSFER TABLES
April 15, 2022
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SBCTA AGREEMENT No. 22-1002721
RCTC AGREEMENT No. 28-31-028-00
60
Note 1: Fiscal year is defined from July 1 through June 30. For example, FY 2027 is defined as
July 1, 2026, through June 30, 2027.
Note 2: Parties agree to provide annual confirmation of applicable CPI rate per Section 3.4.
Note 3: Table 1 values equivalent to forecasted RCTC I-15 TIFIA Loan Agreement system
revenue reduction.
Note 4: Table 2 values equivalent to forecasted toll revenue corresponding to the transferred
tolling distance (Assigned Portion).
2021 3.50% 1.00 -$
2022 4.20% 1.04 -$
2023 4.50% 1.09 -$
2024 4.00% 1.13 -$
2025 3.80%1.18 -$
2026 3.50% 1.22 1,161,855$
2027 3.20% 1.26 1,247,109$
2028 3.00% 1.29 1,339,864$
2029 2.70% 1.33 1,389,502$
2030 2.50% 1.36 1,352,184$
2031 3.00% 1.40 1,756,056$
2032 3.30% 1.45 1,933,270$
2033 3.40% 1.50 2,130,434$
2034 3.50% 1.55 2,350,013$
2035 3.20% 1.60 2,082,706$
Example Revenue Transfer Calculation w/ CPI Adjustment
FY CPI CPI YOE
Multipler
Revenue Transfer
(YOE$)
127
SBCTA AGREEMENT No. 22-1002721
RCTC AGREEMENT No. 23-31-028-00
61
EXHIBIT H – CMAQ APPORTIONMENT TRANSFER LETTER AGREEMENT
Date
__________, Division Chief
Division of Local Assistance
California Department of Transportation
1120 N Street, MS 1
Sacramento, CA 95814
RE: Fiscal Year 202X-2X Congestion Mitigation and Air Quality Program Apportionment
Transfer – Letter Agreement between the Riverside County Transportation Commission and
the San Bernardino County Transportation Authority (SBCTA Ref. 2X-100XXXX)
Dear __________:
This letter agreement (“Letter Agreement”) constitutes the agreement between the Riverside
County Transportation Commission (“RCTC”) and the San Bernardino County Transportation
Authority (“SBCTA”) (RCTC and SBCTA are each a Party or Parties) for a transfer of Congestion
Mitigation and Air Quality Program (“CMAQ”) apportionment. By signing below, RCTC agrees
to provide $X,XXX,XXX of CMAQ current apportionment balance (“Apportionment Transfer”)
to SBCTA, and by signing below, SBCTA agrees to accept the Apportionment Transfer. The
Apportionment Transfer will include a like amount in Obligation Authority (OA).
RCTC hereby authorizes and directs the California Department of Transportation (Caltrans) to
transfer $X,XXX,XXX of RCTC’s CMAQ apportionment to SBCTA. This is a project contribution,
and there shall be no future repayment from SBCTA to RCTC. The Parties shall amend the
Federal Transportation Improvement Program (FTIP) to reprogram the FFY 202X/2X CMAQ
Apportionment to be transferred hereunder from RCTC to SBCTA. Caltrans shall adjust
SBCTA’s and RCTC’s Apportionment targets to reflect the Apportionment Transfer.
Neither Party 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 the other Party under
or in connection with the Apportionment Loan. Each Party shall fully indemnify, defend and
hold the other Party and their officers, agents and employees harmless from and against any
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SBCTA AGREEMENT No. 22-1002721
RCTC AGREEMENT No. 28-31-028-00
62
liability and expenses, including without limitation, attorneys’ fees and costs, any costs or
liability on account of bodily injury, death or personal injury of any person or for damage to
or loss of property, any environmental obligation, any legal fees and any claims for damages
of any nature whatsoever arising out of the Apportionment Transfer, including without
limitation: (i) use of the Apportionment Transfer by SBCTA, or its officers, agents, employees,
contractors or subcontractors: (ii) breach of a Party’s obligations under this Letter
Agreement; or (iii) any act or omission of a Party, or its officers, agents, employees,
contractors or subcontractors in the performance of the work or the provision of the services
funded with the Apportionment Transfer.
In the event that there is any legal action between the Parties to enforce or interpret this
Agreement, to protect or establish any rights or remedies hereunder, the prevailing party
shall be entitled to its costs and expenses, including reasonable attorney’s fees. The Parties
agree that proper venue for any such action shall be a court of competent jurisdiction in the
County of San Bernardino, California.
All notices given and communications regarding this Letter Agreement shall be effected by
delivery of such notices or communications in person or by deposit in the U.S. mail, return
receipt requested, and addressed as follows:
To RCTC: To SBCTA:
4080 Lemon Street, 3rd Floor 1170 W. 3rd Street
Riverside, CA 92501 San Bernardino, CA 92410
Attn: Executive Director Attn: Executive Director
Tel: 951.787.7141 Tel: 909.884.8276
Email: ______@rctc.org Email: _______@gosbcta.com
This Letter Agreement sets forth SBCTA’s and RCTC’s entire understanding and agreement for
the CMAQ Apportionment Transfer and requests that Caltrans adjust each agency’s
apportionment as appropriate.
Please provide RCTC and SBCTA with written confirmation that this transfer of apportionment
is allowed and will be supported by Caltrans.
The persons signing below each represent that they have been duly authorized to execute
this Letter Agreement and bind their respective organizations.
Please contact _______, RCTC Programming Director, at 951.787.7141, or _______, SBCTA
Director of Fund Administration, at 909.884.8276, if you have any questions.
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SBCTA AGREEMENT No. 22-1002721
RCTC AGREEMENT No. 23-31-028-00
63
Sincerely,
XX XX
Executive Director Executive Director
RCTC SBCTA
cc:
Caltrans Division of Local Assistance District 8
Caltrans Division of Local Assistance
Caltrans office of Federal Programming and Data Management
Southern California Association of Governments
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64
EXHIBIT I – CLOSURE CHARGES
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SBCTA AGREEMENT No. 22-1002721
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65
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66
EXHIBIT J – RCTC TOLL SYSTEM AND OPERATION MODIFICATIONS RESPONSIBILITY MATRIX
Tolling Element Installation Element
Testing
ELP KPI System Monitoring
During Construction
Back-Office
Software Updates
(if required)
Civil Construction (i.e., conduit, foundations, poles) SBCTA SBCTA RCTC n/a
Static Roadway Signs SBCTA SBCTA n/a n/a
VTMS SBCTA SBCTA RCTC RCTC
CMS SBCTA SBCTA RCTC RCTC
TTMS SBCTA SBCTA RCTC RCTC
Fiber Optic Cable SBCTA SBCTA RCTC RCTC
Roadside Tolling Equipment SBCTA SBCTA RCTC RCTC
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67
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17336.02129\40493677.3
08-RIV-15-34.7/SBD-15-1.3 EA: 0J0800
08-RIV-15-41.5/43.4; 08-RIV-91-6.6/8.1; 12-ORA-91-18.0 EA 0F543
Project Number 0800000283 and 0817000239
COMMISSION Agreement 17-31-002-03
PARTIAL ASSIGNMENT AND ASSUMPTION OF RIGHTS AND OBLIGATIONS
UNDER
TOLL FACILITY AGREEMENT
(INCLUDING REAL PROPERTY LEASE)
INTERSTATE 15 EXPRESS LANES IN RIVERSIDE COUNTY
AGREEMENT NO. 17-31-002-03
AND CONSENT AND ACCEPTANCE OF CALTRANS
1.Parties and Date.
This Partial Assignment and Assumption of Rights and Obligations Under Toll Facility
Agreement (Including Real Property Lease) Interstate 15 Express Lanes in Riverside County and
Consent and Acceptance of Caltrans (“Partial Assignment and Assumption”) entered into on
___________, 2022 (“Entered Into Date”), is amongst the STATE OF CALIFORNIA, acting by
and through its Department of Transportation, referred to herein as “Caltrans,”; the RIVERSIDE
COUNTY TRANSPORTATION COMMISSION, referred to herein as “RCTC” and the SAN
BERNARDINO COUNTY TRANSPORTATION AUTHORITY, referred to herein as “SBCTA”.
Caltrans, RCTC and SBCTA are sometimes referred to herein, individually, as “Party” and,
collectively, as the “Parties”. This Partial Assignment and Assumption shall not be effective until
the Effective Date, as defined below.
2.Recitals.
2.1 WHEREAS, on September 29, 2016, RCTC and Caltrans entered into that certain
Toll Facility Agreement (Including Real Property Lease) Interstate 15 Express Lanes in Riverside
County Agreement No. 17-31-002-00 (the “Agreement”) setting forth the roles and obligations of
the Parties as relates to the transportation improvements and the operation of a toll facility on
Interstate 15 constructed by RCTC.
2.2 WHEREAS, on October 10, 2018, RCTC and Caltrans entered into that
Amendment No. 1 to the Agreement to include the 15/91 Express Lanes Connector under the terms
of the Agreement, and to redefine the term “Toll Facility”, as used in the Agreement, to include
the 15/91 Express Lanes Connector, and to make other clarifying changes to the Agreement related
to maintenance obligations (“Amendment No. 1”).
ATTACHMENT 2
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17336.02129\40493677.3
2
2.3 WHEREAS, on July 20, 2022, RCTC and Caltrans entered into that Amendment
No. 2 to the Agreement (“Amendment No. 2”) to delineate Caltrans’ responsibility for regular
storm water maintenance of the non-permeable surface area and retrofit edge drains identified in
said amendment. Prior to execution of Amendment No. 2, RCTC completed the retrofit work
related to the pavement edge drain system.
2.4 WHEREAS, the Agreement, as amended by Amendment No. 1 and Amendment
No. 2, is referred to herein as the “Toll Facility Agreement”.
2.5 WHEREAS, as part of an effort to expand the existing Interstate 15 Express Lanes,
RCTC and SBCTA desire that SBCTA assumes operation and maintenance rights and obligations
for that portion of RCTC’s existing 15 Express Lanes Toll Facility from Cantu-Galleano Ranch
Road located at post mile [08-RIV- 48.9] northerly to the northern limit of the Toll Facility [08-
SBD-15-1.3]. This portion of the Toll Facility is graphically depicted in Exhibit “A” attached to
this Partial Assignment and Assumption Agreement, and is referred to herein as the “Assigned
Portion”.
2.6 WHEREAS, it is the intent of the Parties that SBCTA shall integrate the operations
and maintenance of the Assigned Portion, including toll collection and administration, with a to-
be-developed toll facility sponsored by SBCTA which will provide for a northern extension of the
15 Express Lanes in Riverside and San Bernardino Counties (the “SBCTA Project”)
2.7 WHEREAS, RCTC now wishes to partially assign its rights and obligations under
the Toll Facility Agreement, and SBCTA wishes to assume the assigned rights and obligations of
RCTC under the Toll Facility Agreement as relates to the Assigned Portion, which assignment is
not intended to be effective until turnover of the Assigned Portion is required for final construction
activities, toll equipment installation and testing (the “Final Package Turnover”). Final Package
Turnover is anticipated 60 days prior to revenue service commencement on the SBCTA Project
(“Partial Assignment and Assumption Effective Date”).
2.8 WHEREAS, the Parties recognize that notwithstanding the date SBCTA
commences Final Package Turnover on the SBCTA Project, any rights of SBCTA related to the
Assigned Portion extend only through the term of the Toll Facility Agreement, which ends in April
2071.
2.9 WHEREAS, RCTC does not intend to assign its debt service or other financial
obligations related to its Transportation Infrastructure Finance and Innovation Act (“TIFIA”)
financing, and nothing in this Assignment and Assumption shall be interpreted as effectuating an
assignment of such obligations.
2.10 WHEREAS, paragraph 21.2 (b) of the Toll Facility Agreement authorizes RCTC’s
assignment of rights and the acceptance of RCTC’s obligations under the Toll Facility Agreement
to a public entity upon three (3) months prior written notice to Caltrans, provided the assignee has
demonstrated financial ability to meet the assigned obligations under the Toll Facility Agreement.
2.11 WHEREAS, Caltrans has determined that SBCTA has demonstrated the ability to
meet its obligations related to the Assigned Portion, and wishes to consent to RCTC’s assignment
of rights and obligations for the Assigned Portion pursuant to this Assignment and Assumption.
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17336.02129\40493677.3
3
2.12 The Parties recognize that pursuant to the terms of RCTC’s TIFIA Loan Agreement
for the 15 Express Lanes Project between the United States Department of Transportation (U.S.
DOT) and the Riverside County Transportation Commission, dated July 20, 2017, any material
changes to the RCTC 15 Express Lanes require written consent from the U.S. DOT (“TIFIA
Consent”). The effectiveness of this Partial Assignment and Assumption Agreement is contingent
on obtaining TIFIA Consent.
NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby
acknowledged, it is mutually understood and agreed by Caltrans, RCTC and SBCTA as follows.
3. Terms.
3.1 RCTC hereby assigns, effective as of the Partial Assignment and Assumption
Effective Date, to SBCTA its rights and obligations to lease, operate and maintain the Assigned
Portion. As of the Partial Assignment and Assumption Effective Date, and except as otherwise
expressly specified in Section 3.3 below, all rights and obligations of RCTC under the Toll Facility
Agreement as relates to the Assigned Portion shall be assigned to SBCTA.
3.2 SBCTA agrees to be bound by the terms of the Toll Facility Agreement and hereby
accepts the assignment of all of RCTC’s rights and assumes all of RCTC’s obligations under the
Toll Facility Agreement related to the Assigned Portion, except as otherwise expressly set forth in
Section 3.3 below (the “Assumed Obligations”), and agrees to fully and faithfully perform the
Assumed Obligations in a manner consistent with and subject to the terms and provisions of the
Toll Facility Agreement.
3.3 The Parties agree to the following as relates to the Assigned Portion and the
Assumed Obligations under the Toll Facility Agreement: (i) Section 5.8(c) and Section 6 shall not
apply; (ii) reference to bond financing and TIFIA financing in Section 9 shall not apply to SBCTA;
(iii) Section 14.1 of the shall not apply as relates to any project financing existing prior to the
Effective Date.
3.4 As of the Partial Assignment and Assumption Effective Date, as relates to the
Assigned Portion, all references in the Toll Facility Agreement to RCTC shall be deemed to refer
to SBCTA, and RCTC shall be released from any and all Assumed Obligations. RCTC shall have
no liability to SBCTA or Caltrans with respect to the Assumed Obligations or any breach or default
thereof.
3.5 SBCTA agrees to indemnify, hold harmless and defend RCTC and Caltrans from
and against any and all claims, losses, or expenses that arise from any failure by SBCTA to comply
with the terms and provisions of this Partial Assignment and Assumption. These defense and
indemnification provisions are in addition to the defense and indemnification provisions set forth
in Sections 16.2 – 16.4 of the Toll Facility Agreement as related to the Assigned Portion. These
defense and indemnification provisions shall survive for a period not less than three years after the
end of the Term provided in Section 4 of the Toll Facility Agreement.
3.6 The Parties agree that RCTC shall have the right to enforce the default and remedy
provisions set forth in Section 19 of the Toll Facility Agreement, as such rights apply to Caltrans,
in the case of a default or bankruptcy by SBCTA. Should SBCTA declare bankruptcy, or otherwise
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17336.02129\40493677.3
4
materially breach its Assumed Obligations under the Toll Facility Agreement, and fail to cure such
breach in accordance with the terms set forth in Section 19, RCTC shall have the right, but not the
obligation, to unilaterally rescind the assignment of rights and obligations for the Assigned Portion.
In such case, all rights and obligations related to the Assigned Portion shall revert to RCTC as of
the effective date of rescission, provided that such rescission shall not relieve SBCTA of any
liability incurred prior to the effective date of the rescission, or for compliance with its obligations
under the Toll Facility Agreement and this Partial Assignment and Assumption including any
applicable defense or indemnification provisions of either. If desired by RCTC and approved by
Caltrans, SBCTA shall complete, at its sole cost and expense, all changes including but not limited
to lane striping, gantry locations and signage, and all other such changes, required in order to return
the Assigned Portion to a condition to enable independent operation of RCTC’s 15 Express Lanes.
Should SBCTA fail to timely complete such work, to RCTC’s reasonable satisfaction, RCTC shall
have the right to complete the work and collect all its reasonable costs from SBCTA.
RCTC’s rights under this section are in addition to all other rights and remedies Caltrans
or RCTC may have in law or equity.
3.7 This Partial Assignment and Assumption does not modify or amend any related
agreement relating to the Toll Facility, including but not limited to any maintenance, law
enforcement or project financing agreement. Any proposed amendment or modification to any
other agreements shall be accomplished separately from this Partial Assignment and Assumption.
3.8 Caltrans concurs SBCTA has demonstrated financial ability to meet the obligations
assigned to and assumed by SBCTA for the Assigned Portion and consents to the partial
assignment of benefits and obligations as set forth in this Assignment and Assumption, and to all
other provisions set forth in this Assignment and Assumption, including RCTC’s reversionary
rights.
3.9 As relates to notices pertaining to the Assigned Portion only, Paragraph 25 of the
Toll Facility Agreement is hereby modified to provide the following contact information for
notices to SBCTA:
San Bernardino County Transportation Authority
1170 W. 3rd Street. 2nd Floor
San Bernardino CA 92410
Attn: Director of Toll Operations
3.10 No other amendment or modification of any portion of the Toll Facility Agreement,
except as specifically provided for herein is either intended or consented to.
3.11 SBCTA shall provide 30 days advance notice of the intended Final Package
Turnover and associated Partial Assignment and Assumption Effective Date. SBCTA shall prepare
and upon approval by Caltrans and RCTC, shall subsequently record a Memorandum of
Agreement (including real property lease) signed by the Parties hereto which summarizes the terms
of this Partial Assignment and Assumption, and includes a legal description of the Assigned
Portion. Such agreement shall be in a form approved by the Parties and shall be recorded with the
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5
Riverside County Clerk prior to the Partial Assignment and Assumption Effective Date.
4. Incorporation of Recitals. The recitals set forth above are true and correct and are
incorporated into this Partial Assignment and Assumption as though fully set forth herein.
5. Incorporation of Attachments. This Partial Assignment and Assumption includes
Exhibit “A”, which is attached hereto and incorporated herein by reference.
6. Counterpart Originals. This Partial Assignment and Assumption may be signed in
counterparts, each of which shall constitute an original.
7. Facsimile Transmitted Signatures; Electronic Signatures. A manually signed copy of
this Partial Assignment and Assumption which is transmitted by facsimile, email or other means
of electronic transmission shall be deemed to have the same legal effect as delivery of an original
executed copy of this Amendment for all purposes. This Partial Assignment and Assumption may
be signed using an electronic signature. Caltrans agrees to accept electronically transmitted or
electronically signed copies of this Partial Assignment and Assumption as satisfying the
requirement set forth in Section 21(d) of the Toll Facility Agreement of a recordable instrument
of assumption.
8. Effectiveness Contingent on TIFIA Consent. The effectiveness of this Partial
Assignment and Assumption is contingent on obtaining TIFIA Consent. Unless and until TIFIA
Consent is obtained, this Partial Assignment and Assumption shall have no force or effect.
[Signatures on following page]
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6
SIGNATURE PAGE TO
PARTIAL ASSIGNMENT AND ASSUMPTION OF RIGHTS AND OBLIGATIONS
UNDER TOLL FACILITY AGREEMENT
(INCLUDING REAL PROPERTY LEASE)
INTERSTATE 15 EXPRESS LANES IN RIVERSIDE COUNTY
AGREEMENT NO. 17-31-002-03
AND CONSENT AND ACCEPTANCE OF CALTRANS
STATE OF CALIFORNIA RIVERSIDE COUNTY
DEPARTMENT OF TRANSPORTATION TRANSPORTATION COMMISSION
By: By:
Catalino A. Pining III Anne Mayer, Executive Director
District 8 Director
California Department of Transportation,
APPROVED AS TO FORM AND APPROVED AS TO FORM:
PROCEDURE:
By: By:
Jeffrey R. Benowitz Steven C. DeBaun
Deputy Chief Counsel General Counsel
Best Best & Krieger LLP
SAN BERNARDINO COUNTY
TRANSPORTATION AUTHORITY
By:
Dr. Raymond Wolfe, PhD
Executive Director
APPROVED AS TO FORM:
By:
Juanda L. Daniel
Assistant General Counsel
140
17336.02129\40493677.3
EXHIBIT “A”
141
4161-8450-0802.4
OHS DRAFT 02/03/2023
SECOND SUPPLEMENTAL INDENTURE
between
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
Dated as of [MONTH] 1, 2023
Relating to the
Amendments to the Master Indenture (I-15 Toll Road) Dated as of July 1, 2017)
ATTACHMENT 3
142
TABLE OF CONTENTS
Page
-i-
4161-8450-0802.4
ARTICLE XVIII
DEFINITIONS
2
Section 18.01. Definitions........................................................................................................ 2
Section 18.02. Rules of Construction ..................................................................................... 2
ARTICLE XIX
AMENDMENTS TO INDENTURE
3
Section 19.01. Amendments to Indenture ................................................................................ 3
Section 19.02. Acknowledgement and Confirmation .............................................................. 5
ARTICLE XX
MISCELLANEOUS
5
Section 20.01. Severability ...................................................................................................... 5
Section 20.02. Parties Interested Herein .................................................................................. 5
Section 20.03. Headings Not Binding...................................................................................... 5
Section 20.04. Indenture to Remain in Effect .......................................................................... 5
Section 20.05. Effective Date of Second Supplemental Indenture .......................................... 5
Section 20.06. Electronic Signature ......................................................................................... 5
Section 20.07. Execution in Counterparts................................................................................ 6
143
4161-8450-0802.4
THIS SECOND SUPPLEMENTAL INDENTURE, dated as of [MONTH] 1,
2023 (this “Second Supplemental Indenture”), between the RIVERSIDE COUNTY
TRANSPORTATION COMMISSION, a public entity duly existing under the laws of the State
of California (the “Commission”) and U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, a national banking association duly organized and existing under the laws of
the United States of America, as successor trustee (together with any further successor thereto,
the “Trustee”).
WITNESSETH:
WHEREAS, this Second Supplemental Indenture is supplemental to the Master Indenture
(I-15 Toll Road), dated as of July 1, 2017 (the “Master Indenture” and, as supplemented and
amended from time to time pursuant to its terms, the “Indenture”), between the Commission and
the Trustee;
WHEREAS, the Commission desires to amend the Indenture to allow for the partial
assignment of its rights and obligations under the Toll Facility Agreement, relating to a portion
of the Toll Road from Cantu-Galleano Ranch Road, located at post mile [08-RIV- 48.9] to the
northern limit of the Toll Road, located at post mile [08-SBD-15-1.3] (the “Assigned Portion”),
to San Bernardino County Transportation Authority (“SBCTA”) pursuant to the Partial
Assignment and Assumption of Rights and Obligations Under Toll Facility Agreement
(Including Real Property Lease) Interstate 15 Express Lanes in Riverside County and Consent
and Acceptance of Caltrans, entered into on [DATE], 2023 (the “Partial Assignment and
Assumption Agreement”), among the Commission, SBCTA and Caltrans;
WHEREAS, Section 9.01(j) of the Indenture provides that the Commission may modify,
alter, amend or supplement the Indenture if (a) all of the Obligations to be affected thereby are
Obligations in the form of or securing payment of the TIFIA Loan, and (b) the written consent of
the TIFIA Lender has been obtained to such modification, alteration, amendment or supplement;
WHEREAS, in accordance with Section 9.01(j) of the Indenture, (a) all of the
Obligations to be affected by the amendments to the Indenture are Obligations in the form of or
securing payment of the TIFIA Loan, and (b) the written consent of the TIFIA Lender has been
obtained to such amendments; and
WHEREAS, the Commission and the Trustee desire to enter into this Second
Supplemental Indenture to set forth the amendments to the Indenture to allow for the Partial
Assignment and Assumption Agreement;
NOW, THEREFORE, the parties hereto hereby agree as follows:
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ARTICLE XVIII
DEFINITIONS
Section 18.01. Definitions.
(a) Definitions. Unless the context otherwise requires, or as otherwise
provided in subsection (b) of this Section, all terms defined in the Indenture shall have the same
meanings, respectively, in this Second Supplemental Indenture.
(b) Additional Definitions. Unless the context otherwise requires, the
following terms shall, for all purposes of this Second Supplemental Indenture, have the
following meanings:
“Assigned Portion” means that portion of the Toll Road from Cantu-Galleano
Ranch Road, located at post mile [08-RIV- 48.9] to the northern limit of the Toll Road, located at
post mile [08-SBD-15-1.3].
“Partial Assignment and Assumption Agreement” means the Partial
Assignment and Assumption of Rights and Obligations Under Toll Facility Agreement
(Including Real Property Lease) Interstate 15 Express Lanes in Riverside County and Consent
and Acceptance of Caltrans, entered into on [DATE], 2023, among the Commission, SBCTA
and Caltrans, and any amendments or supplements thereto permitted thereby and hereby.
“SBCTA” means San Bernardino County Transportation Authority.
“SBCTA-RCTC Cooperative Agreement” means the Cooperative Agreement
for Interstate 15 (I-15) Corridor Freight and Express Lanes Project – Contract 1, dated [DATE],
2023, by and between the Commission and SBCTA, providing the terms of the assignment of the
Assigned Portion.
Section 18.02. Rules of Construction. Words of the masculine gender shall be
deemed and construed to include correlative words of the feminine and neuter genders. Unless
the context shall otherwise indicate, words importing the singular number shall include the plural
number and vice versa, and words importing persons shall include corporations and associations,
including public bodies, as well as natural persons. Defined terms shall include any variant of the
terms set forth in this Article XVIII.
The terms “hereby,” “hereof,” “hereto,” “herein,” “hereunder,” and any similar
terms, as used in this Second Supplemental Indenture, refer to the Indenture.
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ARTICLE XIX
AMENDMENTS TO INDENTURE
Section 19.01. Amendments to Indenture. Pursuant to Section 9.01(j) of the
Indenture, the Commission may modify, alter, amend or supplement the Indenture because all of
the Obligations to be affected thereby are Obligations in the form of or securing payment of the
TIFIA Loan, and the written consent of the TIFIA Lender has been obtained to such
modification, alteration, amendment or supplement. Accordingly, as of the effective date of this
Second Supplemental Indenture, the TIFIA Lender has consented to the following amendments:
(a) The following definitions in the Indenture are hereby amended and
restated as follows:
“Toll Agreements” means the Operating Agreement, the Design-Build
Contract, the Design-Build Parent Guaranties, the Caltrans DB Cooperative Agreement,
the Toll Facility Agreement and the Partial Assignment and Assumption Agreement, and
any amendments or supplements thereto permitted thereby and hereby.
“Toll Road” means lanes of a street, road or highway upon which the
Commission has all right, power and authority pursuant to law to impose tolls, and upon
which tolls, user fees, fines, rents or other similar charges payable for use of such lanes
are imposed by the Commission using any of the following tolling strategies: (a) general
purpose or generally-applicable tolls, (b) tolls that may be levied and may vary according
to levels of congestion anticipated or experienced or according to the occupancy of the
vehicle, (c) any combination of (a) and (b), and (d) any other tolling strategy the
Commission may determine appropriate on a facility-by-facility basis; and the related
tolling facilities, as such tolled lanes and related facilities may from time to time be
expanded, improved, upgraded, enlarged, or enhanced, but only to the extent that: (i) the
Commission irrevocably designates in writing that such toll lanes and related facilities,
and any expansion, improvement, upgrade, enlargement or enhancement constitutes a
Toll Road generating Toll Revenues hereunder and (ii) that (x) the additional Operation
and Maintenance Expenses associated with any such expansion, improvement, upgrade,
enlargement or enhancement and (y) any additional Obligations issued to finance the
costs of any such expansion, improvement, upgrade, enlargement or enhancements
satisfy all of the requirements applicable thereto in the TIFIA Loan Agreement. “Toll
Road” shall not include any Special Project. “Toll Road” initially means the I-15
Express Lanes Project, and includes the Assigned Portion.
(b) Section 6.05 is hereby amended as follows (additions in bold underline,
deletions in strikethrough):
The Commission represents and warrants that it has taken, and, so long as
any Obligations are Outstanding, covenants and agrees that it will take, all steps
necessary to ensure that it will continue to have lawful right and lawful power to operate
and maintain the Toll Road as a revenue-producing facility and that it will impose and
collect tolls on the Toll Road consistent with its obligations under the Act and the Toll
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Agreements. The Commission covenants and agrees to at all times operate the Toll Road
in accordance with the requirements of the Act and the Toll Agreements. The
Commission further covenants and agrees that it will pay or cause to be paid all
Operation and Maintenance Expenses and keep the Toll Road in good repair in
accordance with customary business practices and the Maintenance Standards (as defined
in the Toll Facility Agreement). The Commission further covenants that, should any
Obligations remain Outstanding following the expiration of the Commission’s
authorization to impose tolls on the Toll Road, and should the Commission project that,
within five calendar years such authorization will expire with Obligations remaining
Outstanding, the Commission will petition the Legislature of the State to extend its
authorization to impose such tolls.
(c) Section 6.07 is hereby amended as follows (additions in bold underline,
deletions in strikethrough):
The Commission covenants to carry at all times insurance or cause
insurance to be carried (including by the Design-Build Contractor, its subcontractors and
the Toll Operator) with responsible insurance and/or reinsurance companies authorized
and qualified to do business in (or with companies duly authorized and qualified to do
business in) the State and to assume the risks thereof consistent with insurance
requirements of all agreements entered into by the Commission in connection with the
design, construction, operation and maintenance of each Project until the Substantial
Completion Date therefor, and after the Substantial Completion of the I-15 Express Lanes
Project, of the Toll Road.
Nothing contained herein shall be deemed or construed to prevent the
Commission from maintaining policies of insurance with respect to the Toll Road in
which parties other than the Commission are named as dual obligee beneficiaries,
provided that such other parties shall be limited to Caltrans, the Trustee, the TIFIA
Lender, SBCTA, contractors constructing Special Projects and persons supplying toll
collection and revenue management system equipment or facilities. Upon request of the
Trustee, the Commission shall provide the Trustee with an officer’s certificate stating that
it is in compliance with this Section 6.07.
(d) Section 6.16 is hereby amended as follows (additions in bold underline,
deletions in strikethrough):
The Commission covenants that it will at all times use its best efforts to
maintain the powers, rights, functions, duties and obligations now reposed on it pursuant
to the Act and all other laws and the Toll Facility Agreement, except as assigned
pursuant to the Partial Assignment and Assumption Agreement, and will not at any
time voluntarily do, suffer or permit any act or thing the effect of which would be to
hinder, delay or imperil either the payment of the indebtedness evidenced by any of the
Obligations hereunder or Credit Support Instruments relating thereto or the performance
or observance of any of the covenants herein contained.
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Section 19.02. Acknowledgement and Confirmation. The Commission
acknowledges and confirms that the payments relating to the Assigned Portion made by SBCTA
and transferred to the Trustee pursuant to the SBCTA-RCTC Cooperative Agreement constitute
Toll Revenues and shall be deposited in the Toll Revenue Fund as and when received. As Toll
Revenues, such payments are pledged and assigned to the Trustee pursuant to the terms of the
Indenture and are held in trust for the benefit of the holders of Obligations in accordance with the
Indenture.
ARTICLE XX
MISCELLANEOUS
Section 20.01. Severability. If any covenant, agreement or provision, or any
portion thereof, contained in this Second Supplemental Indenture, or the application thereof to
any person or circumstance, is held to be unconstitutional, invalid or unenforceable, the
remainder of this Second Supplemental Indenture, and the application of any such covenant,
agreement or provision, or portion thereof, to other persons or circumstances, shall be deemed
severable and shall not be affected thereby, and this Second Supplemental Indenture shall remain
valid.
Section 20.02. Parties Interested Herein. Nothing in this Second Supplemental
Indenture expressed or implied is intended or shall be construed to confer upon, or to give to, any
person or entity, other than the Commission, the Trustee, and the Owners of the TIFIA Bond,
any right, remedy or claim under or by reason of this Second Supplemental Indenture or any
covenant, condition or stipulation hereof; and all the covenants, stipulations, promises and
agreements in this Second Supplemental Indenture contained by and on behalf of the
Commission shall be for the sole and exclusive benefit of the Commission, the Trustee and the
Owners.
Section 20.03. Headings Not Binding. The headings in this Second Supplemental
Indenture are for convenience only and in no way define, limit or describe the scope or intent of
any provisions or sections of this Second Supplemental Indenture.
Section 20.04. Indenture to Remain in Effect. Save and except as amended and
supplemented by this Second Supplemental Indenture, the Master Indenture shall remain in full
force and effect.
Section 20.05. Effective Date of Second Supplemental Indenture. This Second
Supplemental Indenture shall take effect upon its execution and delivery.
Section 20.06. Electronic Signature. Each of the parties hereto agrees that the
transaction consisting of this Second Supplemental Indenture may be conducted by electronic
means. Each party agrees, and acknowledges that it is such party’s intent, that if such party signs
this Second Supplemental Indenture using an electronic signature, it is signing, adopting, and
accepting this Second Supplemental Indenture and that signing this Second Supplemental
Indenture using an electronic signature is the legal equivalent of having placed its handwritten
signature on this Second Supplemental Indenture on paper. Each party acknowledges that it is
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being provided with an electronic or paper copy of this Second Supplemental Indenture in a
usable format.
Section 20.07. Execution in Counterparts. This Second Supplemental Indenture
may be executed in several counterparts, each of which shall be deemed an original, and all of
which shall constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Second
Supplemental Indenture by their officers thereunto duly authorized as of the day and year first
written above.
RIVERSIDE COUNTY TRANSPORTATION
COMMISSION
By:
Executive Director
Countersigned:
By:
Clerk of the Board
APPROVED AS TO FORM:
By:
General Counsel
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee
By:
Authorized Officer
150
RESOLUTION NO. 23-001
RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A SUPPLEMENTAL TOLL
REVENUE INDENTURE IN CONNECTION WITH THE PARTIAL ASSIGNMENT OF A PORTION OF THE
I-15 TOLL EXPRESS LANES AND THE TAKING OF ALL OTHER ACTIONS NECESSARY IN
CONNECTION THEREWITH
_______________________
WHEREAS, the Riverside County Transportation Commission (the “Commission”) is a
county transportation commission duly organized and existing pursuant to the County
Transportation Commissions Act, being Division 12 of the Public Utilities Code of the State of
California (Section 130000 et seq.) (as amended, the “Act”);
WHEREAS, pursuant to Streets and Highways Code Sections 149.7 and 149.8, including
Chapter 421 of the California Statutes of 2008 (Assembly Bill 1954) (the “Toll Act”), the
Commission is authorized to set, levy and collect tolls, user fees, or other similar charges, payable
for use of high-occupancy toll lanes and other facilities in the Interstate 15 (referenced in the Toll
Act as State Highway Route 15) (the “I-15”) corridor in Riverside County (the “I-15 Toll Express
lanes”), and to issue one or more series of bonds or other obligations (the “Toll Revenue Bonds”)
pursuant to the terms and conditions of a resolution adopted by a two-thirds vote of the
Commission, which obligations may be payable from the proceeds of such tolls (the “Toll
Revenues”) and any other source of revenues available to the Commission and pledged as
security for the Toll Revenue Bonds;
WHEREAS, the Commission previously issued its I-15 Toll Revenue Senior Lien Bond, 2017
TIFIA Series (the “2017 TIFIA Series Bonds”) pursuant to a Master Indenture, dated as of July 1,
2017 (as supplemented and amended, the “Toll Revenue Indenture”), by and between the
Commission and U.S. Bank Trust Company, National Association, as successor trustee (the
“Trustee”), evidencing and securing the Commission’s obligation to repay from Toll Revenues a
loan (the “TIFIA Loan”) from the United States Department of Transportation (the “Department
of Transportation”) for federal project credit assistance under the Transportation Infrastructure
Finance and Innovation Act (“TIFIA”), pursuant to the terms of a loan agreement, dated as of July
20, 2017 (the “TIFIA Loan Agreement”), by and between the Commission and the Department of
Transportation (the “TIFIA Lender”);
WHEREAS, the Commission desires to amend the Toll Revenue Indenture (the “proposed
amendments”) to allow for the partial assignment of its rights and obligations under the Toll
Facility Agreement (Including Real Property Lease) Interstate 15 Express Lanes in Riverside
County, dated September 29, 2016 (as supplemented and amended, the “Toll Facility
Agreement”), by and between the Commission and California Department of Transportation
(“Caltrans”), relating to a portion of the I-15 Toll Express Lanes to San Bernardino County
Transportation Authority (“SBCTA”) pursuant to the Partial Assignment and Assumption of Rights
and Obligations Under Toll Facility Agreement (Including Real Property Lease) Interstate 15
Express Lanes in Riverside County and Consent and Acceptance of Caltrans (the “Assignment
ATTACHMENT 4
151
Agreement”), to be entered into among the Commission, SBCTA and Caltrans (such portion, as
further described in the Assignment Agreement, is referred to herein as the “Assigned Portion”);
WHEREAS, Section 9.01(j) of the Toll Revenue Indenture provides that the Commission
may modify, alter, amend or supplement the Toll Revenue Indenture if (a) all of the obligations
to be affected thereby are obligations in the form of or securing payment of the TIFIA Loan, and
(b) the written consent of the TIFIA Lender has been obtained to such modification, alteration,
amendment or supplement;
WHEREAS, in accordance with Section 9.01(j) of the Toll Revenue Indenture, the 2017
TIFIA Series Bond is the only outstanding obligation under the Toll Revenue Indenture, and the
Commission expects to obtain the written consent of the TIFIA Lender to the proposed
amendments;
WHEREAS, the proposed form of Second Supplemental Indenture, by and between the
Commission and the Trustee, providing for the proposed amendments (the “Second
Supplemental Indenture”) has been prepared and presented to the Commission, and the
Commission has examined and approved the Second Supplemental Indenture and desires to
authorize and direct the execution of the Second Supplemental Indenture and such other
documents as are necessary in connection with the proposed amendments; and
WHEREAS, all acts, conditions and things required by the Act, the Toll Act 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 proposed amendments do exist, have
happened and have been performed in regular and due time, form and manner as required by
law, and the Commission is now duly authorized and empowered, pursuant to each and every
requirement of law, to authorize the execution of the Second Supplemental Indenture and such
other documents as are necessary in connection with the proposed amendments, for the
purposes, in the manner and upon the terms provided;
NOW THEREFORE, THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION RESOLVES:
Section 1. The Commission finds and determines that the foregoing recitals are true
and correct and makes them an effective part of this Resolution by incorporating them herein by
reference.
Section 2. The proposed form of Second Supplemental Indenture presented to this
meeting and the terms and conditions thereof is hereby approved. The Executive Director of the
Commission (the “Executive Director”) is hereby authorized and directed, for and in the name
and on behalf of the Commission, to execute and deliver the Second Supplemental Indenture, in
substantially said form, with such changes therein as the Executive Director may require or
approve, such approval to be conclusively evidenced by the execution and delivery thereof.
Section 3. All approvals, consents, directions, notices, orders, requests and other
actions permitted or required by the proposed amendments, the Toll Revenue Indenture, the
152
TIFIA Loan Agreement, including, without limitation, any amendment of any such documents or
other agreement related thereto, or any agreements with consultants, or any similar action may
be given or taken by the Executive Director, the Deputy Executive Director of the Commission or
the Chief Financial Officer of the Commission, acting singly (each, an “Authorized Officer”),
without further authorization or direction by the Commission, and each Authorized Officer,
acting singly, is hereby authorized and directed to give any such approval, consent, direction,
notice, order, request, or other action and to execute such documents and take any such action
which such Authorized Officer may deem necessary or desirable to further the purposes of this
Resolution.
Section 4. All actions heretofore taken by the officers and agents of the Commission
with respect to the proposed amendments, the Toll Revenue Indenture and the TIFIA Loan
Agreement are hereby ratified, confirmed and approved. If at the time of execution of any of the
documents authorized herein, the Executive Director is unavailable, such documents may be
executed by the Deputy Executive Director of the Commission or the Chief Financial Officer in
lieu of the Executive Director. The Clerk of the Board is hereby authorized to attest to the
execution by an Authorized Officer of any of such documents as said officers deem appropriate.
The officers and agents of the Commission are hereby authorized and directed, jointly
and severally, for and in the name and on behalf of the Commission, to do any and all things and
to take any and all actions and to execute and deliver any and all agreements, certificates, and
documents, which they, or any of them, may deem necessary or advisable in order to
consummate the proposed amendments, the execution and delivery of the Second Supplemental
Indenture and otherwise to carry out, give effect to and comply with the terms and intent of this
Resolution, the Act, the Toll Act and the other documents approved hereby.
Section 5. The Commission hereby approves the execution and delivery of all
agreements, documents, certificates and instruments referred to herein with electronic
signatures as may be permitted under the California Uniform Electronic Transactions Act and
digital signatures as may be permitted under Section 16.5 of the California Government Code
using DocuSign.
Section 6. The custodian of record for this action shall be the Clerk of the Board of
the Commission at the Riverside County Transportation Commission, 4080 Lemon Street, 3rd
Floor, Riverside, CA.
Section 7. This Resolution shall take effect immediately upon its adoption and
approval.
153
APPROVED AND ADOPTED by the Riverside County Transportation Commission at its
meeting on April 12, 2023.
By:
Robert E. Magee, Chair
Riverside County Transportation Commission
ATTEST:
By: ____________________________________
Lisa Mobley, Clerk of the Board
Riverside County Transportation Commission
154
RESOLUTION NO. 23-004
RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF AGREEMENT NO. 23-31-028-00
WITH THE SAN BERNARDINO COUNTY TRANSPORTATION AUTHORITY (SBCTA) FOR THE
PROPOSED INTERSTATE 15 (I-15) CROSS-COUNTY TOLL SEGMENT (PROJECT); AND AGREEMENT
NO. 17-31-002-03 WITH THE CALIFORNIA DEPARTMENT OF TRANSPORTATION AND SBCTA
DETAILING THE ASSIGNMENT TO SBCTA OF A PORTION OF THE COMMISSION’S EXISTING 15
EXPRESS LANES TOLL FACILITY
WHEREAS, the Riverside County Transportation Commission (the “Commission”) is a
county transportation commission duly organized and existing pursuant to the County
Transportation Commissions Act, being Division 12 of the Public Utilities Code of the State of
California (Section 130000 et seq.) (as amended, the “Act”);
WHEREAS, pursuant to Streets and Highways Code Sections 149.7 and 149.8, including
Chapter 421 of the California Statutes of 2008 (Assembly Bill 1954) (the “Toll Act”), the
Commission is authorized to set, levy and collect tolls, user fees, or other similar charges, payable
for use of high-occupancy toll lanes and other facilities in the Interstate 15 (referenced in the Toll
Act as State Highway Route 15) (the “I-15”) corridor in Riverside County (the “I-15 Toll Express
lanes”);
WHEREAS, the Commission desires to allow for the partial assignment of its rights and
obligations under the Toll Facility Agreement (Including Real Property Lease) Interstate 15
Express Lanes in Riverside County, dated September 29, 2016 (as supplemented and amended,
the “Toll Facility Agreement”), by and between the Commission and California Department of
Transportation (“Caltrans”), relating to a portion of the I-15 Toll Express Lanes to San Bernardino
County Transportation Authority (“SBCTA”) pursuant to the Partial Assignment and Assumption
of Rights and Obligations Under Toll Facility Agreement (Including Real Property Lease) Interstate
15 Express Lanes in Riverside County and Consent and Acceptance of Caltrans (the “Assignment
Agreement”), to be entered into among the Commission, SBCTA and Caltrans (such portion, as
further described in the Assignment Agreement, is referred to herein as the “Assigned Portion”);
WHEREAS, the Commission further desires to enter into a Cooperative Agreement for
Interstate 15 (I-15) Corridor Freight and Express Lanes Project (“Cooperative Agreement), by and
between the Commission and SBCTA, providing additional terms relating to the assignment of
the Assigned Portion; the Project financial guidelines, coordination during design and
procurement, coordination during construction, operating guidelines, and other general matters
related to the delivery and operations of the Project;
WHEREAS, all acts, conditions and things required by the Act, the Toll Act and the laws of
the State of California to exist, to have happened and to have been performed precedent to and
in connection with the proposed agreements do exist, have happened and have been performed
in regular and due time, form and manner as required by law, and the Commission is now duly
authorized and empowered, pursuant to each and every requirement of law, to authorize the
ATTACHMENT 5
17336.02129\41172865.1
execution of the Assignment Agreement and the Cooperative Agreement and such other
documents as are necessary in connection with the foregoing agreements, for the purposes, in
the manner and upon the terms provided;
NOW THEREFORE, THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION RESOLVES:
Section 1. The Commission finds and determines that the foregoing recitals are true
and correct and makes them an effective part of this Resolution by incorporating them herein by
reference.
Section 2. The proposed form of the Assignment Agreement and the Cooperative
Agreement (“Agreements”) presented to this meeting and the terms and conditions thereof are
hereby approved. The Executive Director of the Commission (the “Executive Director”) is hereby
authorized and directed, for and in the name and on behalf of the Commission, to execute and
deliver the Agreements, in substantially the forms presented herewith, with such changes therein
as the Executive Director may require or approve, subject to legal counsel review, such approval
to be conclusively evidenced by the execution and delivery thereof.
Section 3. All approvals, consents, directions, notices, orders, requests and other
actions permitted or required by the proposed Agreements, including, without limitation, any
amendment of any such documents or other agreement related thereto, or any agreements with
consultants, or any similar action may be given or taken by the Executive Director, the Deputy
Executive Director of the Commission or the Chief Financial Officer of the Commission, acting
singly (each, an “Authorized Officer”), without further authorization or direction by the
Commission, and each Authorized Officer, acting singly, is hereby authorized and directed to give
any such approval, consent, direction, notice, order, request, or other action and to execute such
documents and take any such action which such Authorized Officer may deem necessary or
desirable to further the purposes of this Resolution.
Section 4. If at the time of execution of any of the documents authorized herein, the
Executive Director is unavailable, such documents may be executed by the Deputy Executive
Director of the Commission or the Chief Financial Officer in lieu of the Executive Director. The
Clerk of the Board is hereby authorized to attest to the execution by an Authorized Officer of any
of such documents as said officers deem appropriate.
The officers and agents of the Commission are hereby authorized and directed, jointly
and severally, for and in the name and on behalf of the Commission, to do any and all things and
to take any and all actions and to execute and deliver any and all agreements, certificates, and
documents, which they, or any of them, may deem necessary or advisable in order to
consummate the Agreements, and otherwise to carry out, give effect to and comply with the
terms and intent of this Resolution, the Act and the Toll Act.
Section 5. The Commission hereby approves the execution and delivery of all
agreements, documents, certificates and instruments referred to herein with electronic
signatures as may be permitted under the California Uniform Electronic Transactions Act and
17336.02129\41172865.1
digital signatures as may be permitted under Section 16.5 of the California Government Code
using DocuSign.
Section 6. The custodian of record for this action shall be the Clerk of the Board of
the Commission at the Riverside County Transportation Commission, 4080 Lemon Street, 3rd
Floor, Riverside, CA.
Section 7. This Resolution shall take effect immediately upon its adoption and
approval.
[Signatures on following page]
SIGNATURE PAGE TO
RESOLUTION NO. 23-23-004
APPROVED AND ADOPTED by the Riverside County Transportation Commission at its
meeting on April 12, 2023.
By:
Robert E. Magee, Chair
Riverside County Transportation Commission
ATTEST:
By: ____________________________________
Lisa Mobley, Clerk of the Board
Riverside County Transportation Commission
INTERSTATE 15 CROSS-COUNTY TOLL SEGMENT
WITH THE SAN BERNARDINO COUNTY
TRANSPORTATION AUTHORITY
April 12, 2023
David Thomas, Toll Project Delivery Director
RCTC
2
•91 Corridor Improvement Project
•15 Express Lanes Project
•15/91 Express Lanes Connector
•15 Express Lanes Project –Southern Ext.
Candidate Express Lane Network (SCAG 2024 RTP)
SBCTA
•10 Express Lanes Project (Contract 1)
•10 Express Lanes (Future Contracts)
•15 Express Lanes Project (Contract 1)
•15 Express Lanes (Future Contracts)
Project Background
Project Background
I-15 Cross-County Toll Segment
Interstate 15 Corridor Freight and Express Lanes
Project (SBCTA)
Location:Cantu-Galleano Ranch Road to Foothill
Boulevard
Scope:Two express lanes in each direction +
auxiliary lanes
-8 miles of Express Lanes extension
-2 additional toll segments
-$318M Project ($118.7M SB-1 TCEP grant)
-Ready to List by May 2023
-Funding obligated by June 2023
3
Project Background
4I-15 Cross-County Toll Segment
I-15 Cross-County Toll Segment
-3 miles (2 miles in Riverside county)
-Southern limit:Cantu-Galleano Ranch Road
-Northern limit:Jurupa Street
-2.2 lane-miles of Commission 15 Express Lanes
-Identified as the “Assigned Portion”
Toll Segment
Cooperative Agreement
5I-15 Cross-County Toll Segment
Key Articles
Relationship between the Parties
Project Financial Guidelines
Coordination during Design and Procurement
Coordination during Construction
Operating Guidelines
General Matters
The Cooperative Agreement establishes cooperation and coordination procedures and sets
forth various responsibilities that will be crucial to ultimately provide for seamless operation
of the 15 Express Lanes in San Bernardino and Riverside counties.
Other Agreements
6I-15 Cross-County Toll Segment
Partial Assignment/Assumption Agreement
(Commission, Caltrans, SBCTA)
•Accompanies the 15 Toll Facility Agreement
•Commission assigns rights for 2.2 lane-miles to SBCTA
•SBCTA responsible for operations and maintenance
•Effective date of the agreement
Second Supplemental Toll Revenue Indenture and Resolutions
•Revise definitions for “Toll Agreements” and “Toll Roads”
•Confirms SBCTA insurance requirements and payment of operations
and maintenance expenses
•For TIFIA acceptance, Resolutions are required to be adopted
Back-Office TSP Agreement (Commission, SBCTA, Back-Office TSP)
TIFIA Due Diligence Review
7I-15 Cross-County Toll Segment
•Goal of TIFIA Due Diligence Review:
Ensure that the Commission remains compliant with TIFIA Loan Agreement and meets
future debt service obligations
•Ongoing Coordination with TIFIA
TIFIA has indicated that they will be issuing consent of the Project
Staff will return to the Commission if there is any material feedback or changes
required from TIFIA
I-15 Cross-County Toll Segment 8
Access Improvements near Cantu-Galleano Ranch Road
N
Access Improvements near Cantu-
Galleano Ranch Road Cost Summary
9I-15 Cross-County Toll Segment
Item Costs
Construction Costs $10,181,270
Construction Management $1,100,968
Caltrans Construction Support $220,194
Construction Contingency (SBCTA)$1,018,127
Design Fee –PS&E Team $350,000
Design Support during Construction –PS&E Team $25,662
TSP Costs $610,000
Tolling Support $80,000
Subtotal $13,706,220
Commission Contingency (CMAQ or STBG Funds)$1,000,000
Commission Construction Stage Impact (Measure A Funds)$310,000
SBCTA Reimbursement
10I-15 Cross-County Toll Segment
•In July 2022, the commission approved $2,611,412 to be expended
for consultant support costs through FY 2026 and subsequently
reimbursed by SBCTA.
Update: Approximately $300,000 is for Commission support of
15 Express lanes access improvements
•Future amendment to Commissions existing TSP contract estimated
at $150,000.
Staff Recommendations
11
Related to Agreements
1.Approve Cooperative Agreement (Commission and SBCTA)
2.Approve Partial Assignment and Assumption (Commission, Caltrans, and SBCTA)
3.Approve Second (2nd) Supplemental Indenture
4.Adopt Resolution No. 23-001 for Supplemental Toll Revenue Indenture
5.Adopt Resolution for Cooperative Agreement and Partial Assignment Agreement
6.Authorize execution of agreements and other required financing related documents
7.Authorize Back-Office TSP Agreement (Commission, SBCTA, SBCTA’s TSP)
Related to 15 Express Lane Access Improvements
8.Authorize the allocation to SBCTA of approx. $14 million in CMAQ funds for 15 EL access improvements
9.Authorize $310,000 in Measure A funds to the 15 EL to account for construction impacts
10.Authorize the allocation of a Commission contingency amount not to exceed $1 million in CMAQ funds
11.Authorize the Executive Director,or designee,to approve contingency work
I-15 Cross-County Toll Segment
QUESTIONS & FEEDBACK
12I-15 Cross-County Toll Segment
AGENDA ITEM 9
Agenda Item 9
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE: April 12, 2023
TO: Riverside County Transportation Commission
FROM: David Knudsen, External Affairs Director
THROUGH: Anne Mayer, Executive Director
SUBJECT: State and Federal Legislative Update
STAFF RECOMMENDATION:
This item is for the Commission to:
1) Receive and file a state and federal legislative update.
State Update
Progressive Design-Build Legislation
Senate Bill (SB) 617, authored by Senator Josh Newman (Fullerton), a member of the Senate
Transportation Committee, would authorize a regional transportation agency to utilize a
progressive design-build procurement approach.
Currently, progressive design-build authority is specifically authorized in limited situations under
state statute for specific water projects and projects undertaken by the Department of General
Services. However, progressive design-build authority can support much-needed transportation
projects. Using this authority, a lead agency procures a design-builder much earlier in the project
development process than under traditional design-build authority. This early engagement
ensures that the design-build entity is involved in some of the earliest design decisions. Through
this increased collaboration, risks can be identified earlier and mitigated. Progressive design-
build project delivery also requires cost estimates to be developed and agreed to earlier, placing
more responsibility on the design-builder to remain within budget, thus creating more price
certainty.
Although the Self-Help Counties Coalition is sponsoring the bill, RCTC is actively engaged because
projects such as the Interstate 15 Express Lanes Project Southern Extension could benefit from
this procurement approach.
Staff submitted a support letter on behalf of RCTC to the Senate Transportation Committee to
meet legislative deadlines and to have the Commission’s position on record. Taking this position
is consistent with the Commission-adopted 2023 State and Federal Legislative Platform,
including:
155
Agenda Item 9
Project Delivery Streamlining
• Support all efforts to reduce project delivery timelines and provide flexibility to meet
planning requirements due to changing circumstances, while maintaining important
environmental protections.
• Support the availability of project delivery tools such as the design-build project delivery
method, construction manager/general contractor (CM/GC, or construction manager at-
risk) project delivery method, and public-private partnerships to the Commission, the
State, federal agencies, and other infrastructure agencies.
State Budget
The Senate and Assembly Budget Committees continue to hold hearings regarding the
Governor’s January budget proposal. The California Department of Finance released its February
Finance Bulletin, sharing that preliminary General Fund agency cash receipts for the first seven
months of the 2022-23 fiscal year were $3.322 billion below the 2023-24 Governor’s Budget
forecast of $105.011 billion. While it is still early in the budget process, Legislative priorities are
taking shape, and all eyes will be on the Governor’s May Budget Revision announcement.
In a change from tradition, Governor Newsom did not hold a formal state of the state address
this year, which usually coincides with state budget negotiations. The California Constitution
requires the governor to report to the state Legislature every year “on the condition of the state.”
Instead of a formal address, the Governor fulfilled his constitutional requirement by sending a
letter to the state Legislature. The Governor plans to embark on a tour of the state to highlight
his priorities.
Federal Update
Fiscal Year 2024 Budget, Appropriations, and Community Project Funding
On March 9, 2023, President Biden submitted the third budget of his presidency and his first to
a divided Congress. The $6.8 trillion budget plan seeks to increase spending on the military and
a wide range of other new programs.
For transportation, the budget proposal requests full funding of highway and transit formula
programs and also requests $27.8 billion in discretionary spending for the U.S. Department of
Transportation. This is $1.8 billion more than enacted last year, excluding $2.6 billion in one-time
spending directed by Congress.
The President’s budget requested:
• $76.1 billion for highways, including $60.1 billion for highway formula programs
156
Agenda Item 9
• $14 billion for transit formula grants, $356 million more than enacted last year
• $7.5 billion for Amtrak
• $1.5 billion for rail infrastructure and safety improvements, $850 million to improve grade
crossings and $560 million for intercity passenger rail grants
• $1.2 billion for Mega Grants
• $230 million for the Port Infrastructure Program to supplement IIJA funds for ports; and
• $60 million for bike and pedestrian infrastructure projects
Congress will now consider the President’s budget proposal. The federal fiscal year ends on
September 30, 2023.
In February Congress announced guidelines and the application process for federal earmarks for
Fiscal Year 2024. Known as “Congressionally Directed Spending” in the Senate and “Community
Project Funding” in the House, earmarking allows Members of Congress to seek funding for
specific projects and priorities in their districts and states as part of the annual appropriations
process.
As a result, RCTC is requesting funding for the following projects in Fiscal Year 2024:
• $5 million for the Coachella Valley Rail Project – Tier II Approval and Environmental
Documentation each from Senator Dianne Feinstein, Senator Alex Padilla, and
Representative Ken Calvert;
• $3 million for the Metrolink Double Track Project: Moreno Valley to Perris from
Representative Mark Takano;
• $3 million for the Mid County Parkway Ramona Expressway Project from Representative
Raul Ruiz; and
• $3 million for the 91 Eastbound Corridor Operations Project from Representative Young
Kim.
FISCAL IMPACT:
This is a policy and information item. There is no fiscal impact.
Attachments:
1) Legislative Matrix – April 2023
2) Support Letter for SB 617 (Newman)
157
RIVERSIDE COUNTY TRANSPORTATION COMMISSION - POSITIONS ON STATE AND FEDERAL LEGISLATION – APRIL 2023
Legislation/ Author Description Bill Status Position Date of Board Adoption
AB 1385 (Garcia) This bill would raise RCTC’s maximum tax rate authority from 1% to 1.5%. Referred to Assembly Local
Government Committee
March 27, 2023
Support 3/8/2023
SB 617 (Newman) This bill would authorize a transit district, municipal operator,
consolidated agency, joint powers authority, regional transportation
agency, or local or regional agency, as described, to use the progressive
design-build process. The bill would specify that the authority to use the
progressive design-build process
Referred to Senate
Transportation Committee
February 2, 2023
Support Based on platform
4/5/2023
ATTACHMENT 1
158
April 4, 2023
The Honorable Lena Gonzalez
Chair, Senate Transportation Committee
State Capitol, Room 405
Sacramento, California 95814
Subject: Senate Bill 617
Dear Chair Gonzalez:
The Riverside County Transportation Commission (RCTC) enthusiastically supports Senate Bill 617 (SB 617), authored by
Senator Josh Newman. SB 617 would expand existing design-build project delivery authority for regional transportation
agencies, like RCTC, to include progressive design-build authority. The bill additionally authorizes a transit district,
municipal operator, consolidated agency, joint powers authority, and local or regional agencies to use the progressive
design-build process.
Currently, progressive design-build authority is specifically authorized in limited situations under state statute – for specific
water projects and projects undertaken by the Department of General Services. However, progressive design-build
authority can support much-needed transportation projects. Using this authority, a lead agency procures a design-builder
much earlier in the project development process than under traditional design-build authority. This early engagement
ensures the design-build entity is involved in some of the earliest design decisions. Through this increased collaboration,
risks can be identified earlier and mitigated. Progressive design-build project delivery also requires cost estimates to be
developed and agreed to earlier, placing more responsibility on the design-builder to remain within budget, thus creating
more price certainty.
RCTC has a robust suite of transportation projects identified for Riverside County, including the Interstate 15 Express Lanes
Project Southern Extension (I-15 ELPSE). Using progressive design-build authority is an essential tool to allow phased
delivery based on funding availability and to expedite and streamline delivery for projects like I-15 ELPSE. As a member of
the Self-Help Counties Coalition, the sponsor of this legislation, RCTC supports SB 617.
Thank you for your time and consideration. Should you have any questions, please do not hesitate to contact me at
(951) 787-7938 or amayer@rctc.org.
Sincerely,
Anne Mayer
Executive Director
ATTACHMENT 2
159
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
ROLL CALL
APRIL 12, 2023
Present Absent
County of Riverside, District I X
County of Riverside, District II X
County of Riverside, District III X
County of Riverside, District IV X
County of Riverside, District V X
City of Banning X
City of Beaumont X
City of Blythe X
City of Calimesa X
City of Canyon Lake X
City of Cathedral City X
City of Coachella X
City of Corona X
City of Desert Hot Springs X
City of Eastvale X
City of Hemet X
City of Indian Wells X
City of Indio X
City of Jurupa Valley X
City of La Quinta X
City of Lake Elsinore X
City of Menifee X
City of Moreno Valley X
City of Murrieta X
City of Norco X
City of Palm Desert X
City of Palm Springs X
City of Perris X
City of Rancho Mirage X
City of Riverside X
City of San Jacinto X
City of Temecula X
City of Wildomar X
Governor’s Appointee, Caltrans District 8 X