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HomeMy Public PortalAbout01 January 10, 2024 CommissionRIVERSIDE COUNTY TRANSPORTATION COMMISSION MEETING AGENDA TIME/DATE: 9:30 a.m. / Wednesday, January 10, 2024 LOCATION: BOARD ROOM County of Riverside Administrative Center 4080 Lemon Street, First Floor, Riverside COMMISSIONERS Chair— Lloyd White Vice Chair— Karen Spiegel Second Vice Chair — Raymond Gregory 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 ofJurupa 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 Berwin Hanna / Katherine Aleman, 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 Comments are welcomed by the Commission. If you wish to provide comments to the Commission, please complete and submit a Speaker Card to the Clerk of the Board. RIVERSIDE COUNTY TRANSPORTATION COMMISSION www.rctc.org MEETING AGENDA * *Actions may be taken on any item listed on the agenda 9:30 a.m. Wednesday, January 10, 2024 Board Room County of Riverside Administrative Center 4080 Lemon Street, First Floor, Riverside, CA This meeting is being conducted in person as well as via teleconference. Please visit https://rivco.org/constituent-speaking-request to complete a speaker slip and receive further instructions to participate via teleconference. For members of the public wishing to submit written comments, please email comments to the Clerk of the Board at Imobley@rctc.org prior to January 9, 2024, and your comments will be made part of the official record of proceedings. In compliance with the Brown Act and Government Code Section 54957.5, agenda materials distributed 72 hours prior to the meeting, which are public records relating to open session agenda items, will be available for inspection by members of the public prior to the meeting at the Commission office, 4080 Lemon Street, Third Floor, Riverside, CA, and on the Commission's website, www.rctc.org. In compliance with the Americans with Disabilities Act, Government Code Section 54954.2, 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 January 10, 2024 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 — DECEMBER 13, 2023 6B. FISCAL YEAR 2022/23 COMMISSION AUDIT RESULTS Overview This item is for the Commission to: 1) Receive and file the Fiscal Year 2022/23: a) b) c) d) e) f) g) h) i) j) k) I) m) n) Page 1 Page 21 Annual Comprehensive Financial Report (ACFR); Local Transportation Fund (LTF) Financial and Compliance Report; State Transit Assistance (STA) Fund Financial and Compliance Report; State of Good Repair (SGR) Fund Financial and Compliance Report; Proposition 1B Rehabilitation and Security Project Accounts Financial and Compliance Reports; Low Carbon Transit Operations Program (LCTOP) Compliance Reports; Single Audit Report; RCTC 91 Express Lanes Fund Financial Report; 15 Express Lanes Fund Financial Report; Debt Compliance Report; Auditor Required Communications Report; Agreed -Upon Procedures Report related to Calculation; Agreed -Upon Procedures Report Program (CAP) incentives; and Management certifications. 6C. QUARTERLY FINANCIAL STATEMENTS Overview This item is for the Commission to: (Proposition 1B) Account Financial and the Appropriations Limit related to the Commuter Assistance Page 412 1) Receive and file the Quarterly Financial Statements for the three months ended September 2023. Riverside County Transportation Commission Meeting Agenda January 10, 2024 Page 3 6D. MONTHLY INVESTMENT REPORT Page 421 Overview This item is for the Commission to: 1) Receive and file the Monthly Investment Report for the month ended November 30, 2023. 6E. AGREEMENTS FOR ON -CALL MAINTENANCE AND REPAIR SERVICES FOR THE COMMUTER RAIL STATIONS AND TOLL FACILITIES Overview This item is for the Commission to: Page 424 1) Award the following agreements to provide on -call maintenance and repair services for the commuter rail stations and toll facilities for a three-year term, with a one-year option to extend the agreement, for a total aggregate amount not to exceed $16,850,000; a) Agreement No. 24-24-034-00 to 4D Surface Management; b) Agreement No. 24-24-049-00 to Joshua Grading & Excavating; c) Agreement No. 24-24-050-00 to Real Estate Consulting & Services 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements on behalf of the Commission; and 3) Authorize the Executive Director, or designee, to execute task orders awarded to the contractors under the terms of the agreements. 6F. RIVERSIDE COUNTY 2025 FEDERAL TRANSPORTATION IMPROVEMENT PROGRAM FINANCIAL RESOLUTION Overview This item is for the Commission to: Page 509 1) Adopt Resolution No. 24-001, "Resolution of the Riverside County Transportation Commission Certifying Riverside County has Resources to Fund Projects in the Federal Fiscal Years 2024/25 Through 2029/30 Transportation Improvement Program and Affirming Commitment to Implement All Projects and Phases as Applicable in the Program". Riverside County Transportation Commission Meeting Agenda January 10, 2024 Page 4 7. AMENDMENT TO THE METROLINK MEMORANDUM OF UNDERSTANDING FOR FISCAL YEAR 2023/24 Page 517 Overview This item is for the Commission to: 1) Approve an advance of Local Transportation Funds (LTF) of $7,365,769 for the Commission's share of preventative maintenance operating expenses for the Southern California Regional Rail Authority (SCRRA) in Fiscal Year (FY) 2023/24; an 2) Authorize the Executive Director to finalize and execute Memorandum of Understanding (MOU) Amendment No. 1 No. 23-25-079-01, pursuant to legal counsel review, with SCRRA regarding the advance of funds. 8. DRAFT COOPERATIVE AGREEMENT WITH THE CITY OF WILDOMAR AND WESTERN RIVERSIDE COUNCIL OF GOVERNMENTS FOR THE PREPARATION OF THE BUNDY CANYON ROAD AND WILDOMAR TRAIL INTERSTATE 15 INTERCHANGES PROJECT STUDY REPORTS Page 530 Overview This item is for the Commission to: 1) Approve Cooperative Agreement No. 24-31-055-00 with the city of Wildomar and Western Riverside Council of Governments (WRCOG) for the preparation of two separate Project Study Reports (PSR's) for the Bundy Canyon Road and Wildomar Trail Interstate 15 Interchange projects (project); and 2) Authorize the Executive Director, pursuant to legal counsel review, to execute the agreement and future non -funding agreements and/or amendments on behalf of the Commission. 9. STATE AND FEDERAL LEGISLATIVE UPDATE Overview This item is for the Commission to: 1) Receive and file a state and federal legislative update. 10. ITEM(S) PULLED FROM CONSENT CALENDAR AGENDA 11. EXECUTIVE DIRECTOR REPORT Page 540 Riverside County Transportation Commission Meeting Agenda January 10, 2024 Page 5 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 on Thursday and Friday January 25-26, 2024. AGENDA ITEM 6A MINUTES RIVERSIDE COUNTY TRANSPORTATION COMMISSION MEETING MINUTES Wednesday, December 13, 2023 1. CALL TO ORDER The Riverside County Transportation Commission was called to order by Chair Bob Magee at 9:30 a.m. in the Board Room at the County of Riverside Administrative Center, 4080 Lemon Street, First Floor, Riverside, California, 92501. For public comment visit https://rivco.org/constituent-speaking-request to complete a speaker slip. 2. ROLL CALL Commissioners/Alternates Present Mario Amanda Brian Berkson Chuck Conder Ulises Cabrera Joseph DeConinck Waymond Fermon* Kathleen Fitzpatrick Raymond Gregory Berwin Hanna Jan Harnik Steven Hernandez Kevin Jeffries Linda Krupa Clint Lorimore Bob Magee Meg Marker Scott Matas *Arrived after the meeting was called to order. Lisa Middleton Linda Molina Joseph Morabito V. Manuel Perez* Dana Reed Jeremy Smith Karen Spiegel James Stewart Wes Speake Michael M. Vargas Valerie Vandever Cindy Warren* Chuck Washington Lloyd White Bill Zimmerman Commissioners Absent Sheri Flynn Yxstian Gutierrez 3. PLEDGE OF ALLEGIANCE Vice Chair Lloyd White led the Commission in a flag salute. 4. PUBLIC COMMENTS There were no requests to speak from the public. 1 Riverside County Transportation Commission Meeting Minutes December 13, 2023 Page 2 5. ADDITIONS / REVISIONS There were no additions or revisions to the agenda. 6. CONSENT CALENDAR M/S/C (Gregory/Berkson) to approve the following Consent Calendar items. Commissioner Speake recused himself on Agenda Item 6F. 6A. APPROVAL OF MINUTES — NOVEMBER 8, 2023 6B. PROPOSED 2024 COMMISSION/COMMITTEE MEETING SCHEDULE 1) Adopt its 2024 Commission/Committee Meeting Schedule. 6C. MONTHLY INVESTMENT REPORT 1) Receive and file the Monthly Investment Report for the month ended October 31, 2023. 6D. AMENDMENT TO PROJECT AND CONSTRUCTION MANAGER SERVICES FOR THE INTERSTATE 15/STATE ROUTE 91 EXPRESS LANES CONNECTOR PROJECT 1) Approve Agreement No. 15-31-001-14, Amendment No. 14 to Agreement No. 15-31-001-00, with Parsons Transportation Group, Inc. (Parsons) to provide additional project and construction management (PCM) services for the Interstate 15 (I-15)/State Route 91 (SR -91) Express Lanes project (15/91 ELC) in the amount of $2,330,533, plus a contingency of $233,053, for an additional amount of $2,563,586; and extend the term to June 30, 2027; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; and 3) Authorize the Executive Director or designee to approve contingency work up to the total not to exceed amount as required for the Project. 6E. AGREEMENT FOR JANITORIAL SERVICES FOR THE COMMUTER RAIL STATIONS AND TOLL FACILITIES 1) Award Agreement No. 24-24-005-00 to Ultimate Maintenance Services, Inc. to provide janitorial services for the Commuter Rail stations and toll facilities for a three-year term, and one, two-year option to extend the agreement, in the amount of $1,057,345, plus a contingency amount of $105,735, for a total amount not to exceed $1,163,080; 2 Riverside County Transportation Commission Meeting Minutes December 13, 2023 Page 3 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; and 3) Authorize the Executive Director, or designee, to approve the use of the contingency amount as may be required for these services. 6F. AMENDMENT NO. 4 WITH WSP USA INC., FOR PROFESSIONAL SERVICES, AND OPERATIONS AND MAINTENANCE AGREEMENT WITH CALTRANS FOR THE INTERSTATE 15 SMART FREEWAY PILOT PROJECT 1) Approve Agreement No. 21-31-063-04, Amendment No. 4, to Agreement No. 21-31-063-00 with WSP USA Inc., (WSP) to provide professional services for the Interstate 15 SMART Freeway Pilot Project (Project), in the amount of $698,102 plus a contingency amount of $69,810 for an additional amount of $767,912, and a total amount not to exceed $4,767,912; 2) Approve Agreement No. 23-31-063-00 with Caltrans for the draft operations and maintenance (O&M) of the Project; 3) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements on behalf of the Commission; 4) Authorize the Executive Director, or designee, to approve contingency work as may be required for the Project; and 5) Authorize the Executive Director or designee, pursuant to legal counsel review, to execute non -funding amendments to the agreements on behalf of the Commission. 6G. QUARTERLY REPORTING OF CONTRACT CHANGE ORDERS FOR CONSTRUCTION CONTRACTS 1) Receive and file the Quarterly Report of Contract Change Orders for Construction Contracts for the three months ended September 30, 2023. 6H. TRAFFIC RELIEF PLAN PUBLIC ENGAGEMENT PROGRAM 1) Award Agreement No. 24-15-032-00 to AlphaVu for Public Engagement Program services for an eight -month term, in an amount not to exceed $986,034; and 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission. 61. STATE AND FEDERAL LEGISLATIVE UPDATE 1) Adopt the Commission's 2024 State and Federal Legislative Platform; and 2) Receive and file a state and federal legislative update. 3 Riverside County Transportation Commission Meeting Minutes December 13, 2023 Page 4 6J. QUARTERLY PUBLIC ENGAGEMENT METRICS REPORT, JULY - SEPTEMBER 2023 1) Receive and file the Quarterly Public Engagement Metrics Report for July - September 2023. 6K. RIVERSIDE COUNTY ZERO -EMISSION BUS ROLLOUT PLANS AND FUNDING AND IMPLEMENTATION STRATEGY 1) Receive and file an update on the Riverside County Zero -Emission Bus (ZEB) Rollout Plans and Funding and Implementation Strategy (Project); 2) Direct staff to review existing transit funding policies and continue to work with the transit operators to strategize and leverage revenue sources to support the transition to zero -emission; and 3) Award sole source Agreement No. 24-62-042-00 with Center for Transportation and the Environment (CTE) for ongoing plan updates and zero -emission technical assistance for a three-year term in the amount of 150,000, plus a contingency of $15,000, for a total amount not to exceed $165,000. At this time, Commissioners V. Manuel Perez, Cindy Warren, and Waymond Fermon joined the meeting. 7. CITY OF DESERT HOT SPRINGS REQUEST FOR A LOAN FOR STORM DAMAGED ROAD REPAIRS PROJECT Sergio Vidal, Chief Financial Officer, presented the city of Desert Hot Springs (City) request for a loan for storm damaged road repairs project, highlighting the following: • Overview ✓ August 2023 — Tropical Storm Hilary hit the Coachella Valley ✓ Impact: Extensive flood damage on Mission Creek Watershed o Major Arterials impacted: Dillon Road — Little Morongo Road Indian Canyon Drive • City approach ✓ September thru October 2023 — Assessed impact of the storms and sought Federal and/or State funding to expedite reconstruction of damaged infrastructure ✓ November 2023: Desert Hot Springs City Council approved emergency contract repairs with three contractors to perform work on the impacted arterials ✓ November 2023: City received approval from Federal Highway Administration (FHWA) for up to $7.5 million in funding 4 Riverside County Transportation Commission Meeting Minutes December 13, 2023 Page 5 • Preliminary loan terms Sergio Vidal noted that the Frank Luckino, City Manager from City of Desert Hot Springs, is also here to answer any questions. Commissioner Scott Matas supports this item and discussed how the flood devastated their community. The Mission Creek Wash was the hardest hitting wash in Riverside County during Tropical Storm Hilary, and it devastated three main arterials at the west end. He stated they were struggling when Frank Luckino became the city manager last month on how to fund this project. He expressed appreciation as these funds will make sure this happens and the federal government will be repaying it back in one to four years. He made the motion to approve staff recommendation. M/S/C (Matas/Hernandez) to: 1) Approve Agreement No. 24-31-052-00 to loan the city of Desert Hot Springs (City) 2009 Measure A funds in the amount of $7,500,000 for Storm Damaged Road Repairs Project (Project) with the City's repayment of the loan anticipated from federal Emergency Relief (ER) Program funds; and 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to develop, finalize and execute the agreement, on behalf of the Commission. 8. AGREEMENT FOR PROJECT AND CONSTRUCTION MANAGEMENT SERVICES FOR THE INTERSTATE 15 EXPRESS LANES PROJECT SOUTHERN EXTENSION Jeff Dietzler, presented the Interstate 15 Express Lanes Project Southern Extension (ELPSE) for project and construction management (PCM) services, highlighting the following areas: • Project scope ✓ Dual Express Lanes in Median ✓ Limits: Cajalco Road to State Route 74 ✓ $650 Million Total Capital Cost • Current ELPSE Project Schedule • Interstate 15 Ad Hoc Committee Summary ✓ Discussed and approved at the March 27, 2023 Interstate 15 Ad Hoc Committee o Initiate an Investment Grade T&R Study Quantify impacts to the 15 EL toll revenue and TIFIA loan covenants Support potential funding strategies for the ELPSE 5 Riverside County Transportation Commission Meeting Minutes December 13, 2023 Page 6 o Proceed with Progressive Design -Build delivery and procurement of PCM Services • Progressive Design -Build — ELPSE ✓ Senate Bill 617 (passed 10/4/23), authorizing the use of Progressive Design -Build delivery for local agency transportation projects ✓ Collaborative approach between agency and contractor o Early contractor input and innovation o Potential for both phased project delivery and phased project funding • PCM Services Procurement • Funding / Budget Adjustment ✓ Federal Funding for PCM Services Obligated May, 2023 = $67 million; balance of $19.6 million with Local Funds (Measure A). ✓ Fiscal Year 23/24 Budget allocated $2 million for PCM services. Based on the negotiated scope and schedule for PCM services, a budget adjustment increase of $3.4 million is needed in FY 23/24. In response to Commissioner Speake's question if the Transportation Infrastructure Finance and Innovation Act (TIFIA) loan convenance will come back to this Commission for review. Anne Mayer stated that the Commission will be the entity making the decision whether they pursue a TIFIA loan so absolutely. In response to Commissioner Joseph Morabito's question if these lanes will eliminate the bottleneck on 1-15 south, Jeff Dietzler replied that currently the bottleneck southbound at Cajalco it goes to two tolled express lanes and a merge with three general purpose lanes. The scope of this project takes those two lanes and extends them through on down to Lake Elsinore and then taper out like it currently does in Corona. Commissioner Morabito stated those that still live in southwest Riverside County will probably still experience that. Chair Magee replied that Commissioner Morabito is correct as the traffic is further moving south. Anne Mayer stated as a part of the scope of the project staff is looking to see how they will transition that south end of the project, so it is not as abrupt as the one to the north. As they have seen with many projects, they build one section of a corridor it just shifts the bottleneck somewhere else. M/S/C (Reed/Spiegel) to: 6 Riverside County Transportation Commission Meeting Minutes December 13, 2023 Page 7 1) Award Agreement No. 24-31-004-00 with Parsons Transportation Group Inc. to provide project and construction management (PCM) Services for the Interstate 15 Express Lanes Project Southern Extension (ELPSE) for an eight -year term in the amount of $78,702,500, plus a contingency amount of $7,870,250, for a total amount not to exceed $86,572,750; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to finalize and execute the agreement, on behalf of the Commission; 3) Authorize the Executive Director, or designee, to approve contingency work up to the total not to exceed amount as required for these services; and 4) Approve an increase in the Fiscal Year 2023/24 Budget from $2,000,000 to $5,364,161. 9. AMENDMENT NO. 11 WITH MICHAEL BAKER INTERNATIONAL FOR THE SANTA ANA RIVER TRAIL PROJECT 2 — PHASE 6 AND ADDITIONAL CONTINGENCY Joie Edles Yanez, Capital Projects Manager, presented the Santa Ana River Trail (SART) Project 2 — Phase 6 on the amendment to environmental and design contract, highlighting the following: • SART background o RCTC has been managing the SART projects for Riverside County Regional Park and Open -Space District (RivCo Parks) since 2015 o All costs reimbursed by RivCo Parks o Last remaining gaps in 110 -mile trail from mountains to sea o Equestrian, bicyclist, pedestrian ADA accessible trail • SART — Phase 6 o Key Features ✓ 1.65 miles of trail ✓ Features two (2) bridges 1 over railroad 1 over Aliso Creek ✓ Adjacent to Green River Golf Club ✓ Construction Cost Estimate: $26.6 million ✓ Status: 90 percent Design • SART Bridges o Burlington North Santa Fe (BNSF) Bridge: ✓ Overhead Bridge for BNSF railroad tracks ✓ Replaces existing at -grade crossing ✓ Bridge is 180 ft long, 20 ft wide o Aliso Canyon Creek Bridge: ✓ Pedestrian bridge over Aliso Canyon Creek ✓ Bridge will be 180 feet long, 20 feet wide 7 Riverside County Transportation Commission Meeting Minutes December 13, 2023 Page 8 ✓ Anticipated users are pedestrians, cyclists, equestrians, golf course maintenance • SART history o November 2017 — Contract with MBI for environmental and design o January 2022 — Environmental document approved o Early 2024 —100 percent design submittal anticipated o Late 2024/Early 2025 — Construction o Encountered several scope changes due to coordination with various stakeholders o Total of 11 Amendments to MBI's PA&ED PS&E contract ✓ Amendment 7 and 11 requested additional funding ✓ All other amendments were key personnel changes / utilized contingency • Changes to scope o Changes in retaining walls for BNSF bridge after receiving submittal review comments from BNSF o Changes to foundation for Aliso Canyon Creek bridge after receiving submittal review comments from Metropolitan Water District (MWD) o Additional budget for increased coordination efforts to address concerns with utilities and comments from project stakeholders o Requesting additional $459,647 o RivCo Parks has concurred • Increased contingency o Staff performed an independent cost estimate, reviewed historical issues resulting in increased costs and performed projections of costs to complete and is recommending an increased contingency o Contingency can only to be utilized when justified and authorized by Staff and RivCo Parks o Even with increased contingency, MBI's total contract cost for design is at 8 percent, which is less than the standard threshold being 10 percent of the construction cost • Fiscal impact o Proposition 84 Grant funds provided by the State Coastal Conservancy and secured by RivCo Parks Commissioner James Stewart stated he is also a member of Western Riverside County Council of Governments (WRCOG) and WRCOG is looking to form a vehicle miles traveled (VMT) mitigation bank and asked if the Commission has looked into using projects like this as opportunities for cities and regional commissions like this who want to do projects to be able to contribute to in order to mitigate their VMTs. Anne Mayer replied yes and stated they are working collaboratively with WRCOG staff as they are developing a potential VMT mitigation bank. Staff has discussed items like trails and pedestrian facilities Riverside Transit Agency (RTA) has also been engaged in the 8 Riverside County Transportation Commission Meeting Minutes December 13, 2023 Page 9 conversation about trying to fold transit in more specifically for the Commission it is related to things like commuter bus service, and RCTC is also looking at putting land into conservation as a VMT mitigation. Commissioner Stewart replied that it would be great to leverage these and get them paid for by other people. M/S/C (Spiegel/Harnik) to: 1) Approve Agreement No. 17-67-027-11, Amendment No. 11 to Agreement No. 17-67-027-00, with Michael Baker International (MBI) for additional scope of services, as part of planned construction of the Santa Ana River Trail Project (SART) 2 through Green River Golf Course (Project) in the amount of $222,980, plus a contingency amount of $236,667, for an additional amount of $459,647, and a total contract amount not to exceed $2,609,259; 2) Authorize the Executive Director or designee to approve contingency work as may be required for the Project; and 3) Authorize the Chair or Executive Director, pursuant to legal counsel review, to finalize and execute the agreement on behalf of the Commission. 10. SENATE BILL 125 FORMULA -BASED FUNDING FOR THE TRANSIT AND INTERCITY RAIL CAPITAL PROGRAM AND ZERO EMISSION TRANSIT CAPITAL PROGRAM Lorelle Moe -Luna, Multimodal Services Director, presented the SB 125 Formula -Based Funding for the Transit and Intercity Rail Capital Program (TIRCP) and Zero Emission Transit Capital Program (ZETCP) update, highlighting the following areas: • Background o 2023 State Budget trailer bills: one-time formula funding ✓ $4 billion of general fund to TIRCP over 2 years ✓ $910 million of cap -and -trade funds and $190 million from the Public Transportation Act to ZETCP over 4 years o Administered by CaISTA • SB 125 Program objectives o Reduce greenhouse gas emissions o Expand and improve transit service to increase ridership o Integrate the rail service of the state's various rail operations o Improve transit safety • SB 125 process o CaISTA established program guidelines o Eligible projects ✓ Transit/rail operations and capital 9 Riverside County Transportation Commission Meeting Minutes December 13, 2023 Page 10 ✓ Grade separations and rail crossing improvements o All funding distributed to RTPAs such as RCTC for allocation o Submit recommendations to CaISTA by Dec 31, 2023 o Recommendations based on RCTC goals, plans, and priorities • SB 125 RCTC available funding • A list of the Zero Emission and Transit Capital Projects • A map of the Transit Projects • A list of Passenger Rail Project Development • A map of the Rail Projects • Distribution of funds • Distribution of funds by subregion M/S/C (Gregory/Smith) to: 1) Approve the funding recommendations in Attachment 1 for the Senate Bill 125 (SB 125) Formula -Based Funding for the Transit and Intercity Rail Capital Program (TIRCP) and Zero Emission Transit Capital Program (ZETCP) for Fiscal Year 2023/24; 2) Direct staff to prepare and execute funding agreements with the project sponsors to outline the project schedule and local funding commitments; 3) Authorize the Executive Director to execute the funding agreements with the project sponsors, pursuant to legal counsel review; 4) Approve an amendment to the FY 2023/24 budget to receive the first - year allocations of TIRCP and ZETCP formula funds in the amounts of $123,382,700 and $14,828,290, respectively; and 5) Approve a FY 2023/24 budget adjustment of $791,214 for expenses related to the TIRCP and ZETCP formula funds. 11. SOUTHERN CALIFORNIA ASSOCIATION OF GOVERNMENTS CORRECTIVE ACTION FOR FEDERAL FORMULA FUNDS Jillian Guizado, Planning and Programming Director, presented the Southern California Association of Governments (SCAG) corrective action for federal formula funds update, highlighting the following areas: • Introduction • The SCAG region • Available funds - Surface Transportation Block Grant (STBG) and Congestion Mitigation Air Quality (CMAQ) • Recommendation levels as approved by RCTC Budget and Implementation (B&I) Committee • Second Criteria for the highly recommended level that would give Coachella Valley the opportunity to achieve the maximum points 10 Riverside County Transportation Commission Meeting Minutes December 13, 2023 Page 11 • RCTC process — Step 1: Intake Form; Step 2: Full nomination application; Step 3: Forward nominations to SCAG • SCAG evaluation criteria • Schedule highlights • Not a lot to go around Chair Magee noted that Commissioner V. Manuel Perez provided a letter to Anne Mayer on December 12 and copies were distributed to the Commissioners at the dais. Erica Felci, representing CVAG, reiterated the message provided to the Commissioners as Attachment 3 in the agenda packet and a letter from CVAG's Executive Director Tom Kirk. The first ask is about this first call for projects and the language Jillian Guizado outlined to include the LTCAP project from the CVAG TPPS into the highly recommended category. Last week the California Transportation Commission (CTC) awarded $50 million for the Indian Canyon Project in the Coachella Valley (CV) and are looking to leverage that as part of the highly recommended. CVAG's second ask is CVAG has a formal commitment from RCTC to work together to amend these procedures for future rounds. They need rules to share equitable access to fair competition and the rules are not written to favor a project and any future rules need to be in line with the MOU all the agencies agreed with. She then discussed how a few years ago at a CTC meeting they lost almost $125 million for CV Link over just four points. Commissioner V. Manuel Perez expressed appreciation for a thorough report and to CVAG, Erica Felci, and the team for their efforts in trying to ensure moving forward with projects in Riverside County; the issue of equity is front and center. He is requesting an amendment to include the TPPS projects and there be future discussions to ensure collaboration continues. He does not see any type of entity throughout the state of California that looks like this Commission, works like this Commission, gets the job done like this Commission, and the reason for that is they have managed to overcome the challenges they have had in the past and ultimately, they win. He asked staff to respond to that or to the CVAG letter sent on December 4, 2023, or to his letter, or to his colleague's questions that may be coming up as well. Anne Mayer expressed appreciation to Commissioner Perez for highlighting the relationships in Riverside County and how much they have been able to accomplish over her 18 years as the RCTC Executive Director; noting she takes great pride into those relationships and accomplishments. This program was approved by SCAG this summer as a limited call for projects of only $275 million. She assured that the next call for projects will be different; it will likely have the performance criteria SCAG is using to measure projects. They are pleased SCAG allowed the regional transportation planning agencies to be engaged and have the chance to prioritize projects within their county. The discussions between RCTC staff and CVAG staff have also rounded the conversation about the challenges from an RCTC staff standpoint with moving the TPPS program in its entirety to the highly recommended category. If the Commission wants to move the TPPS projects 11 Riverside County Transportation Commission Meeting Minutes December 13, 2023 Page 12 into the highly recommended, staff suggests moving the Western County Transportation Uniform Mitigation Fee (TUMF) program into the highly recommended. She discussed the issues if RCTC is not prioritizing projects within their county and how this Commission has to set up criteria. RCTC's past practice demonstrates how sincere staff is with this as they have always looked at equity throughout the county and geographic balance. She referred to Agenda Item 10 on the agenda and the percentage that went to benefit the CV which has been demonstrated over again. Staff asked CVAG staff what they want to put in the highly recommended category and RCTC staff put in what they asked for and Indian Canyon will be a highly competitive project. Chair Magee requested to display slide 6 that includes the project list. Commissioner Steven Hernandez expressed appreciation to RCTC staff and Anne Mayer because they are trying to get the Commission some money and score well. The ask is two -fold; one they look at Indian Canyon Project to put into the highly recommended and second is to come back and look at a process that they would not include the whole TPPS program. He requested they work with the CV to come up with a formula or come up with the best projects that will score well. He stated change is hard but from an equity and a fairness standpoint that the next round staff will allow them locally to submit a project that will compete. Anne Mayer replied other counties are not using programmatic categories; they are not giving a general any project in any plan, which is basically what the Commission is saying any project in the TPPS, any project in Western County TUMF, any project in the Measure A 10 -Year Delivery Plan is eligible. Other counties are using performance measures to screen projects related to greenhouse gas reduction and VMT reduction. She concurred that other counties are allowing any project to compete but are screening by using performance measures and next time that is probably the way this Commission will need to do it. There are key priority projects throughout the County that have been designated as priorities by their communities, RCTC, or CVAG that need money and one of staff's original suggestions is they include as highly recommended projects that already have federal funding that need cost increases. The other issue is the MOU between RCTC and CVAG as these programs are no longer about formulas there are no more formulas. She hears the concerns about fair share but if the Commission starts adopting formulas within the county the Commission would be in violation of federal guidance. Commissioner Matas concurred with the Commissioners comments and supports RCTC staff in what they are saying. As the CVAG Chair this year and he has been on this Commission for 15 years has always trusted RCTC staff and CVAG staff on coming together with a plan and believes the Commissioners concurred this model needs to change. He is committed that he and the CVAG Executive Director will come up with a plan for a priority of projects in CV on the TPPS plan and clarified with Anne Mayer that it needs to qualify with federal funding to be competitive for these types of projects. He supports Commissioner Perez's comments as the TPPS would be important to move up to the 12 Riverside County Transportation Commission Meeting Minutes December 13, 2023 Page 13 highly recommended, but it would need to be fair with WRCOG. He concurred with the current recommendations, but he does want to see the model change. Commissioner Speake expressed appreciation for getting into so much detail and understands the CV Commissioners' concerns and concurred that everyone should have an opportunity to compete. However, he concurred with Anne Mayer as they need to make sure they put the best projects in front and this Commission has worked well together to try to cross these lines, as arbitrary as they are sometimes. He suggested the Commission go forward with the best opportunity to capture as much as possible from their state partners and for the Commission to move forward with Anne Mayer's plan. Commissioner Harnik expressed appreciation for all the hard work on this and for making it much easier to absorb. She represents SCAG and they take tremendous pride in taking any policy or planning effort to build it from the ground up. She expressed appreciation that SCAG did a good job with this by making sure their CTCs have a voice in how this works. There has been discussion the Indian Canyon project has become highly recommended because it would qualify. It is a community that gets isolated and Indian Canyon is one more example of that occurring. In talking about the TPPS program they have come up with a solution with the Indian Canyon project but they need to make sure the Commission has an amendment going forward that CVAG, RCTC, and WRCOG will work together to come up with a procedure that guarantees the highest level social economic equity geographic equity to put forth their best projects and they know that through the Traffic Relief Plan there are projects throughout this county that need to be built. She suggested they need to amend this motion to state they will get together to work out a policy procedure that benefits everybody throughout the County. Commissioner Perez expressed appreciation for the points being made and concurred this is going to require their staffs to get together to discuss short term, mid-term and long- term solutions and what the process is going to look like in ensuring success for everyone. He understands and accepts that amendment and asked unless folks in the city of Desert Hot Springs or in the west valley do not think their Indian Canyon project should be a part of this first phase as he felt it should be. He wanted that to be considered as another piece of this amendment and thanked Commissioner Gregory for the work he did at the B&I Committee meeting in identifying the difference to have this type of conversation that needed to be had. Commissioner Waymond Fermon concurred with the Commissioners' comments and stated he was five minutes late because it took him two hours to get to downtown Riverside from Indio. That speaks to the growth in the future and for the Commissioners in the valley to be competitive moving forward with these funds although some of the other projects in Western Riverside County are important as well. With growth comes more cars, traffic, gridlock, and they are getting there in the valley, and he supports those amendments and performance measures moving forward. As Commissioner Perez noted they have to pivot equitably as well because it is not just down in the CV it is folks in Blythe 13 Riverside County Transportation Commission Meeting Minutes December 13, 2023 Page 14 and in Mecca and Thermal. The challenges that city of Desert Hot Springs faced during the storms they also faced on the 1-10 corridor, and they cannot afford for that to happen again. He appreciates the collaborative approach this Commission, staff, and Anne Mayer have shown in the past and they hope moving forward they continue collaborating to put the best projects forward. Commissioner Clint Lorimore expressed appreciation for the discussion on this item; it is critical they weigh in as a Commission and they need to prioritize because it is only $33 million. In looking at some of the previous items put forward today this is a very small amount in comparison, so they need to be very strategic in what they put forward. There has been this change from the federal government in their rules related to these dollars and it is unfortunate, but this is the first call for projects. Riverside County is a very big county geographically as well population -wise, but when talking about equity they are 2.5 million people as a county and in the CV there is 500,000 people approximately. If they are being equitable to population then it should be in Western Riverside County but there is a need to continue to work together and put forward something that is strategic as a recommendation to SCAG. Commissioner Gregory clarified they were not asking to downgrade the projects originally recommended, they were asking if they have other projects in the County that will score highly. The discussion that occurred at B&I Committee meeting was not to add in all the projects that anybody had proposed in the County and appreciated the compromise that has been put forward. He stated if the Commission has a limited number of high -quality projects, they should allow them to move forward regardless of what region of the County they are from. He sees the compromise that was proposed that is on the screen now and understands as this has already been expressed this is a formula that will be revisited with all the affected stakeholders. He then moved to adopt the recommendation that is on the screen which includes the CVAG compromise. Commissioner Middleton concurred with Commissioner Gregory's comments and seconded the motion. In response to Commissioner Spiegel's clarification all TPPS projects, not just the Indian Canyon project was added after the B&I Committee meeting understanding they do have a limit of $33 million of that pie, Anne Mayer replied no, they no longer have a fair share. If they go on past shares, it is usually about 12 percent so Jillian Guizado was trying to frame for the Commissioners what a likely target might be, but they could get zero or they could get $200 million. If CV Rail was at a point where it would be eligible it would go up against any project anywhere in the six counties, but they do not have a share that is guaranteed. This is a very small call for projects the next call for projects that SCAG has will be over $1 billion and clarified with Jillian Guizado. Jillian Guizado replied if congress authorizes it will be over $1 billion. 14 Riverside County Transportation Commission Meeting Minutes December 13, 2023 Page 15 Anne Mayer clarified the amount for the next call for projects could be over $1 billion and it is staff's intent they need to start ramping up now to set up their internal county structure to go after that money as competitively as possible. In response to Commissioner Spiegel's clarification that they have now put all CVAG TPPS in, Jillian Guizado replied yes, they are under the 40 points which is under the recommended category. In response to Commissioner Spiegel's question if it is just Indian Canyon project under the 50 points, Jillian Guizado replied yes. Anne Mayer clarified every member agency of RCTC, every transit agency, and every tribal partner within the County can submit any project they want to this process. This is not limiting which projects can be submitted it is merely allocating specific points to highly recommended, recommended, and contingency list projects. The top category has two categories; one in Western County and one in the CV and there is one project in the CV that would be in that category and in Western County there is one project that is in the delivery plan Groups 1 and 2 category. Both Western County and the CV will likely have one project submitted that gets those 50 points. Commissioner Perez clarified he heard from his colleagues they want to go with staff recommendation, which he concurred and that it includes the Indian Canyon project and second it includes there are conversations moving forward between CVAG, RCTC, and WRCOG to make it happen in the future so they can all win. Anne Mayer replied yes to both. Commissioner Perez stated he supports the amended recommendation. Commissioner Harnik clarified regarding the recommendation they are taking the Indian Canyon project and she thanked everyone for their thoughts and patience on this. She reiterated they heard what they may get if congress decides to, and they know what happens with budgets there are no guarantees. She clarified when they are saying they are going to support the recommendation she does not see in it where it directs RCTC and CVAG staff to work together to evaluate the program and revise the procedures for future cycles and requested to have that as an amendment to the motion. Anne Mayer replied those specific words are not in the staff recommendation in the staff report they do indicate they would recommend changing the process for the next round and historically they have always collaborated on setting up these processes. Commissioner Harnik stated she knows they have always worked together throughout the County, and they see that in the great projects that have been developed. She would like to nonetheless offer this amendment and asked if it is acceptable. Commissioner Gregory replied as the maker of the motion would accept that except, he would ask it to be RCTC work with all stakeholders in determining the next round. 15 Riverside County Transportation Commission Meeting Minutes December 13, 2023 Page 16 Anne Mayer clarified that is always what they do and expressed appreciation to have that as part of the motion. Commissioner Chuck Washington expressed appreciation to Commissioner Gregory for his last comments and stated in the interest of fairness in looking at regions sometimes they get bogged down with the titles and labels on groups. Chair Magee clarified they have an amended motion and a second, the amendment is to direct staff to work with all affected member agencies moving forward. M/S/C (Gregory/Middleton) to: 1) Approve the RCTC Procedures for the Southern California Association of Governments (SCAG) 2024 Call for Project Nominations (nomination procedures); 2) Authorize the Executive Director to submit to SCAG the project nomination list based on the nomination procedures; 3) Approve Agreement No. 24-66-041-00, a Memorandum of Understanding (MOU) with SCAG; 4) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; and 5) Direct staff to work with all affected member agencies moving forward. 12. ELECTION OF RIVERSIDE COUNTY TRANSPORTATION COMMISSION OFFICERS Chair Magee opened the nominations for the election of officers for 2024 for Chair, Vice Chair, and Second Vice Chair and stated they can open this up for individual nominations or make a block motion for all three officer positions. Commissioner Molina nominated Commissioner Lloyd White for Chair, Commissioner Karen Spiegel for Vice Chair, and Commissioner Brian Berkson for Second Vice Chair. Chair Magee clarified Commissioner White for Chair, Commissioner Spiegel for Vice Chair, and Commissioner Berkson for Second Vice Chair. Commissioner Reed made a substitute motion and nominated Commissioner White for Chair, Commissioner Spiegel for Vice Chair, and Commissioner Gregory for Second Vice Chair. Commissioner Harnik seconded the motion. Commissioner Krupa seconded Commissioner Molina's motion. No other nominations were received. 16 Riverside County Transportation Commission Meeting Minutes December 13, 2023 Page 17 Chair Magee clarified there are two competing nominations and referred to Lisa Mobley, Director of Administrative Services/Clerk of the Board to announce how to move forward. Lisa Mobley replied the Commission's Administrative Code states if there are two nominations, she would do a roll call vote and the Commissioners would cast their vote for either of the nominees. Commissioner Spiegel discussed how the Commissioners have been trying to rotate and allow east and west to be represented. She suggested Commissioner Gregory would be a perfect addition and explained every other year a supervisor had to be chair and as a city council member at the time, she felt it should not be that way and it did get changed. Now it is the Supervisor, east, and west is how they try it does not always happen but that is what their goal is. Vice Chair White stated that often the city of Beaumont and the Pass Area in general is placed in the western county and they have lots of common interests in the eastern county, so he takes issue with that as Beaumont is in the middle and they have issues on both sides. He concurred with Commissioner Spiegel and will be supporting Commissioner Gregory for Second Vice Chair. Commissioner Washington suggested instead of relying on their recollections they should adopt a policy that outlines exactly what they are going to vote for and who is entitled. He has a busy year coming up as Chair for the Board of Supervisors and thoroughly enjoys the work he does for the County and appreciates RCTC, and the Commissioners. He has not decided who he is going to vote for. Anne Mayer stated Commissioner Spiegel mentioned when RCTC changed its Administrative Code, which is the Administrative Code that governs this organization the only requirement in the Administrative Code is that there has to be one city representative and one supervisor so those are the two criteria they as a commission follow. Since that Administrative Code has been adopted it has always been consistent with that and the taking turns back and forth between the eastern county and the western county is an informal practice that sometimes it is followed. In response to Commissioner Conder's clarification regarding both motions, Lisa Mobley replied that the nominees for Second Vice Chair are Raymond Gregory and Brian Berkson, the nominee for Chair is Lloyd White for Vice Chair it is Karen Spiegel. Lisa Mobley stated she will call their name to register a yay or a nay for the nominees and then indicate either Berkson or Gregory for second vice chair. After the votes were tallied, Lisa Mobley announced there were 11 votes for Commissioner Berkson and 20 votes for Commissioner Gregory for Second Vice Chair. 17 Riverside County Transportation Commission Meeting Minutes December 13, 2023 Page 18 Chair Magee closed the nominations. Lloyd White was elected as the Commission's Chair, Karen Spiegel as Vice Chair, and Raymond Gregory as Second Vice Chair for 2024. 13. ITEM(S) PULLED FROM CONSENT CALENDAR FOR DISCUSSION There were no items pulled from the Consent Calendar. 14. EXECUTIVE DIRECTOR'S REPORT Anne Mayer announced: • She has always admired this Commission's ability to have difficult conversations and make difficult decisions but do so with the best interest of the region and that is very much appreciated as their staff. • At the CTC meeting on December 6-7, 2023, there was an item on the agenda for San Bernardino County Transportation Authority's (SBCTA) 1-15 NEXT Project; it was a $202 million allocation of State Transportation Improvement Program funding local program funding and Trade Corridor Enhancement Program funding that project had been approved by the CTC to be funded out of all those programs and the vote for the allocation of funding to that project failed. SBCTA is ready to go to construction on a critical infrastructure project and the reason cited were VMT induced travel demand, a highway project should not be going forward in any state program, and RCTC will work with their partners at SBCTA to offer any support they can. This will be reheard at the end of January 2024 in Modesto so staff will keep everyone posted. This is the first significant demonstration that several CTC Commissioners could decide to vote no on something that has been programmed in an approved program. • She is very privileged to announce that the Executive Committee executed a contract with their next Executive Director Aaron Hake effective on May 2, 2024, and congratulated him. She thanked the Executive Committee for their wise decision and is grateful to Aaron Hake as he is going to be a terrific leader leading RCTC into the next generation. 15. COMMISSIONER COMMENTS 15A. Commissioner Jeffries stated regarding Anne Mayer's comment about the CTC no longer representing transportation it suddenly makes former Supervisor Jeff Stone's idea of a split of state of California look reasonable. 15B. Commissioner Spiegel asked Anne Mayer if there is value if the Commissioners and the other counties write letters of support. Anne Mayer replied absolutely, they have already coordinated with SBCTA, and they want to follow their lead. Aaron Hake and Ray Wolfe, SBCTA Executive 18 Riverside County Transportation Commission Meeting Minutes December 13, 2023 Page 19 Director, met with Senator Richard Roth on December 12; Senator Roth is engaging as part of this is in Riverside County. Those conversations have already started, and letters will be appropriate it is also possible there could be some people going to Modesto to testify in person, and the CTC Commission meeting is on the same day as the Commission Annual Workshop. The CTC takes testimony remotely there will be a coordinated effort and it will involve many organizations and entities in Riverside County both from letter writing and reaching out to representatives so stay tuned. Commissioner Spiegel wished everyone Happy Hanukkah, Merry Christmas, and a good New Year. 15C. Commissioner Speake referred to Anne Mayer's comments about the CTC and stated he met Chair Lee Ann Eager and Commissioner Hilary Norton at the 91/15 Express Lanes Connector Ribbon Cutting and thanked them for being there and for considering approval of a project on the 1-15 that Caltrans put up and he thanked Catalino Pining Governor's Appointee Caltrans District 8. He watched online when the SBCTA project was denied and suggested they go back and listen to the arguments that are put forward on why projects the Commissioners would have considered five years ago at this level to be approved are now being scrutinized. He thanked Commissioner Spiegel for asking about the opportunity to write support letters because if it does not happen this will be a change in what the Commission does and what they decide. 15D. Commissioner Molina expressed appreciation to her colleagues for the discussion on these important issues as it has been a learning experience. She congratulated Commissioner Gregory as both candidates are excellent and are fortunate to have them both on this Commission. She wished everyone a safe holiday season. 15E. Commissioner Conder thanked Anne Mayer and all her staff that worked so hard to get the 91/15 Connector for the express lanes done, great celebration for it and another project that was done in time and within budget. 15F. Vice Chair White thanked Anne Mayer, Aaron Hake, and the rest of the RCTC staff who showed up for a workshop last week with their community it was a great opportunity for the members of the community to speak out regarding the Traffic Relief Plan and suggested to set up a visit with Anne Mayer to go to their community. 19 Riverside County Transportation Commission Meeting Minutes December 13, 2023 Page 20 16. CLOSED SESSION 16A. CONFERENCE WITH LEGAL COUNSEL: EXISTING LITIGATION Pursuant to Government Code Section 54956.9 (d)(1) Case No(s). CVR12205120 There were no announcements from the Closed Session. Chair Magee wished everyone a blessed Holiday Season. 17. ADJOURNMENT There being no further business for consideration by the Riverside County Transportation Commission, Chair Magee adjourned the meeting at 11:33 a.m. The next Commission meeting is scheduled to be held at 9:30 a.m. on Wednesday, January 10, 2024. Respectfully submitted, Lisa Mobley Administrative Services Director / Clerk of the Board 20 AGENDA ITEM 6B RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: January 10, 2024 TO: Riverside County Transportation Commission FROM: Audit Ad Hoc Committee Sergio Vidal, Chief Financial Officer THROUGH: Anne Mayer, Executive Director SUBJECT: Fiscal Year 2022/23 Commission Audit Results AUDIT AD HOC COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Receive and file the Fiscal Year 2022/23: a. Annual Comprehensive Financial Report (ACFR); b. Local Transportation Fund (LTF) Financial and Compliance Report; c. State Transit Assistance (STA) Fund Financial and Compliance Report; d. State of Good Repair (SGR) Fund Financial and Compliance Report; e. Proposition 1B Rehabilitation and Security Project (Proposition 1B) Accounts Financial and Compliance Reports; f. Low Carbon Transit Operations Program (LCTOP) Account Financial and Compliance Reports; g. Single Audit Report; h. RCTC 91 Express Lanes Fund Financial Report; 15 Express Lanes Fund Financial Report; j. Debt Compliance Report; k. Auditor Required Communications Report; Agreed -Upon Procedures Report related to the Appropriations Limit Calculation; m. Agreed -Upon Procedures Report related to the Commuter Assistance Program (CAP) incentives; and n. Management certifications. BACKGROUND INFORMATION: In March 2020, the Commission approved an agreement with Eide Bailly LLP (Fide Bailly) to perform annual audits and agreed -upon -procedures for the following Commission financial statements and related programs: Audits - ACFR; RCTC 91 Express Lanes; 15 Express Lanes; Federal Awards (Single Audit) Financial and compliance audits - LTF, STA, SGR, Proposition 1B, and LCTOP Agenda Item 6B 21 Agreed upon procedures (AUP) - Annual Appropriations Limit Calculation; CAP incentives; Compliance with commercial paper debt covenants. The audits, compliance and agreed -upon procedures for the fiscal year ended June 30, 2023, have been completed, and Eide Bailly issued all reports. The Commission's ACFR or annual financial statements consists primarily of three sections: introductory, financial, and statistical. While the introductory and statistical sections were not audited by Eide Bailly, the financial section included basic financial statements which auditing procedures were performed by Eide Bailly. The Commission received an unmodified opinion or clean opinion on its basic financial statements from Eide Bailly, which is the highest form of assurance. Limited procedures were performed related to the required supplementary information, including Management's Discussion and Analysis section; such information was not audited. The other supplementary information was subject to the auditing procedures applied in the audit of the basic financial statements, and, in the opinion of the auditors, it is fairly stated in relation to the basic financial statements. The basic financial statements include government -wide financial statements, fund financial statements, and notes to the financial statements. Management's Discussion and Analysis section provides a narrative overview and analysis of the Commission's financial activities for the fiscal year. Financial highlights and significant matters of the basic financial statements include: • Net position of approximately $1,188.5 million at June 30, 2023, compared to approximately $948.8 million at June 30, 2022, reflects a net increase of approximately $239.7 million from governmental and business -type activities. This increase is largely due to funding contributions received for a highway connector project and continued robust economic activity in the County highlighted by strong Measure A and Transportation Development Act (TDA) taxes. • The net increase in net position consists of approximately $269.2 million from governmental activities offset by a deficit of ($29.5) million from business -type activities. The deficit within the business -type activities is largely associated with projected expenditures for the 15/91 Express Lanes Connector project funded with accumulated 91 Express Lanes surplus revenues. Increases in governmental activities is due to higher than anticipated investment income, sales and Transportation Development Act taxes, along with capital grant contributions from the State for the 15/91 Express Lanes Connector project. • Governmental fund balances of approximately $1,271.2 million at June 30, 2023, compared to approximately $1,104.6 million at June 30, 2022, represent an increase of approximately $166.6 million from the prior year. Agenda Item 6B 22 The audit reports related to the separately issued financial statements of the LTF, STA, SGR, Proposition 1B, and LCTOP also reflect unmodified opinions from Eide Bailly. These financial statements are required to be issued separately under the TDA and the provisions for Proposition 1B and LCTOP; however, the LTF, STA, and SGR financial position and operations are included in the fund financial statements in the ACFR. The Proposition 1B and LCTOP financial position are part of the Measure A Western County Commuter Rail special revenue fund. These reports noted no matters considered to be a material weakness in internal control and no instances of noncompliance. The FY 2022/23 Single Audit Report includes the reports on compliance and internal control over financial reporting and over federal awards. These reports noted no matters considered to be a material weakness in internal control and no instances of noncompliance. The RCTC 91 Express Lanes Financial Report consists of the Independent Auditors' Report, Management's Discussion and Analysis, and Financial Statements, including Notes to Financial Statements. Financial highlights include a net deficit of approximately ($333.2) million, which consisted of: • Net investment (deficit) in capital assets of approximately ($381.3) million reflecting toll -supported debt in excess of capital assets; and • Restricted net position of approximately $48.1 million for toll operations in accordance with debt indentures and agreements. The deficit in net investment in capital assets will be reduced by future toll revenues for the payment of outstanding toll debt obligations. The 15 Express Lanes Financial Report consists of the Independent Auditors' Report, Management's Discussion and Analysis, and Financial Statements, including Notes to Financial Statements. Financial highlights include a net position of approximately $262.7 million, which consisted of: • Net investment in capital assets of approximately $204.5 million reflecting capital assets in excess of toll -supported debt; and • Restricted net position of approximately $58.2 million for toll operations in accordance with debt indentures and agreements. As a result of the establishment of the commercial paper program in March 2005, the bank reimbursement agreement requires a report from the auditor regarding compliance with certain covenants. The report issued by Eide Bailly indicated that nothing came to the auditor's attention that caused the auditors to believe the Commission failed to comply with these covenants. The Appropriations Limit Calculations and CAP reports are based on specific procedures agreed to by the Commission. For the Appropriations Limit Calculation and CAP, the auditors noted no exceptions or findings related to the procedures performed. Agenda Item 6B 23 A management letter usually includes recommendations for improvements and operational efficiencies related to internal control and other matters noted during the audit. Eide Bailly did not identify a significant deficiency, or a material weakness related to internal control. However, it did provide a comment/observation related to an agreement established within the RCTC financial system. Specifically, the Finance department will work with Program staff to ensure accurate and detailed information is communicated within internal documents including but not limited to funding agreements. As required by American Institute of Certified Public Accountants Auditing Standards Board Statement No. 114, The Auditor's Communications with Those Charged with Governance, the Commission's auditor is required to make certain annual communications to the Commission's Audit Ad Hoc Committee, or its equivalent, regarding the audit of the Commission's financial statements following the completion of the audit. Eide Bailly completed the annual audit for FY 2022/23 in October 2023. The report to the Audit Ad Hoc Committee from the auditor contains the required communications about the audit. As part of the development of the Commission's Accountability Program, both the Executive Director and Department Directors have completed certifications relating to financial reporting and operational disclosures. Attachments: 1) 2023 Annual Comprehensive Financial Report 2) 2023 Local Transportation Fund Financial and Compliance Report 3) 2023 State Transit Assistance Fund Financial and Compliance Report 4) 2023 State of Good Repair Fund Financial and Compliance Report 5) 2023 Proposition 1B Rehabilitation and Security Project Accounts Financial and Compliance Reports 6) 2023 Low Carbon Transit Operations Program Account Financial and Compliance Reports 7) 2023 Single Audit Report 8) 2023 RCTC 91 Express Lanes Fund Financial Report 9) 2023 15 Express Lanes Fund Financial Report 10) 2023 Commercial Paper Compliance Report 11) 2023 Management Letter 12) 2023 Reports to the Audit Ad Hoc Committee (Financial Statements Audit and Single Audit) 13) 2023 Agreed -Upon Procedures Report related to the Appropriations Limit Calculation 14) 2023 Agreed -Upon Procedures Report related to the Commuter Assistance Program incentives 15) 2023 Executive Director and Chief Financial Officer Certification 16) 2023 Director's Certification 17) Auditor's Presentation to the Audit Ad Hoc Committee Agenda Item 6B 24 ...reVItt.m .JANIS 26 28 CONTENTS Introductory Section Letter of Transmittal Organization Chart x List of Principal Officials and Management Staff xii Financial Section Independent Auditor's Report 1 Management's Discussion and Analysis 5 Basic Financial Statements Government -wide Financial Statements Statement of Net Position 24 Statement of Activities 25 Fund Financial Statements Governmental Funds Balance Sheet —Governmental Funds 26 Reconciliation of the Balance Sheet of Governmental Funds to the Statement of Net Position 29 Statement of Revenues, Expenditures and Changes in Fund Balances —Governmental Funds 30 Reconciliation of the Statement of Revenues, Expenditures and Changes in Fund Balances of Governmental Funds to the Statement of Activities 33 Proprietary Fund Statement of Fund Net Position 34 Statement of Revenues, Expenses and Changes in Fund Net Position 35 Statement of Cash Flows 36 Notes to Basic Financial Statements 38 Required Supplementary Information Budgetary Comparison Schedules General Fund 86 Major Special Revenue Funds 87 Schedule of Proportionate Share of Net Pension Liability 90 Schedule of Pension Contributions 91 Schedule of Changes in the Net OPEB Liability (Asset) and Related Ratios 92 Schedule of OPEB Contributions 93 Notes to Required Supplementary Information 95 Other Supplementary Information Nonmajor Governmental Funds Combining Balance Sheet 100 Combining Statement of Revenues, Expenditures and Changes in Fund Balances 102 29 Contents, Continued Financial Section, Continued Schedule of Revenues, Expenditures and Changes in Fund Balances —Budget and Actual: Nonmajor Special Revenue Funds 104 Capital Projects Funds 108 Debt Service Fund 109 Schedule of Expenditures for Local Streets and Roads by Geographic Area—AII Special Revenue Funds 110 Schedule of Expenditures for Transit and Specialized Transportation by Geographic Area and Source —All Special Revenue Funds 111 Schedule of Uses of Debt Proceeds and Fund Balances 112 Statistical Section Statistical Section Overview 113 Primary Government Net Position by Component 114 Changes in Primary Government Net Position 116 Fund Balances of Governmental Funds 120 Changes in Fund Balances of Governmental Funds 122 Sources of County of Riverside Taxable Sales by Business Type 124 Direct and Overlapping Sales Tax Rates 126 Principal Taxable Sales Generation by City 127 Measure A Sales Tax Revenues by Program and Geographic Area 128 Measure A Sales Tax by Economic Category 129 Measure A Revenues and Pledged Revenue Coverage 130 Ratios of Outstanding Debt by Type 132 Computation of Legal Debt Margin 134 Demographic and Economic Statistics for the County of Riverside 136 Employment Statistics by Industry for the County of Riverside 137 Full-time Equivalent Employees by Function/Program 138 Operating Indicators 140 Capital Asset Statistics by Program 143 30 40. A FASTRAK ONLY EXPRESS LANES 11 NOW OPEN FASTRAK REQUIRED RIVERSIDEEXPRESS.COM • RIVERSIDE COUNTY TRANSPORTATION COMMISSION Introductory Section NOI1D3S A2JO1Df1GO2I1Nl 31 RIVERSIDE COUNTY TRANSPORTATION COMMISSION October 31, 2023 4080 Lemon Street, 3rd Floor • Riverside, CA Mailing Address: P. O. Box 12008 • Riverside, CA 92502-2208 (951) 787-7141 • Fax (951) 787-7920 • www.rctc.org To the Riverside County Transportation Commission Commissioners and Citizens of the County of Riverside: Letter of Transmittal State law requires that the Riverside County Transportation Commission (Commission or RCTC) publish within six months of the close of each fiscal year a complete set of financial statements presented in conformity with accounting principles generally accepted in the United States (GAAP) and audited in accordance with generally accepted auditing standards by independent certified public accountants. Pursuant to that requirement, we hereby issue the Annual Comprehensive Financial Report(Annual Report) of the Commission for the fiscal year ended June 30, 2023. Management assumes full responsibility for the completeness and reliability of all of the information presented in this report, based upon the Commission's comprehensive framework of internal controls established for this purpose. Because the cost of internal control should not exceed anticipated benefits, the objective is to provide reasonable, rather than absolute, assurance that the financial statements are free of any material misstatements. Eide Bailly LLP has issued an unmodified opinion on the Commission's financial statements for the year ended June 30, 2023. The independent auditor's report is located at the front of the financial section of this report. Management's Discussion and Analysis (MD&A) immediately follows the independent auditor's report and provides a narrative introduction, overview, and analysis of the basic financial statements. MD&A complement this letter of transmittal and should be read in conjunction with it. Profile of RCTC's Governance and Responsibilities State law established the Commission in 1976 to oversee the funding and coordination of all public transportation services within the county of Riverside (County). The Commission's mission is to assume a leadership role in improving mobility in Riverside County and to maximize the cost effectiveness of transportation dollars in the County. The governing body is the Board of Commissioners (Board), which consists of all five members of the County Board of Supervisors, one elected official from each of the County's 28 cities, and one non -voting member appointed by the Governor.The Commission is responsible for setting policies, establishing priorities, and coordinating activities among the County's various transportation operators and agencies. The Commission also programs and/or reviews the allocation of federal, state, and local funds for highway, transit, rail, non -motorized travel (bicycle and pedestrian), and other transportation activities. The Commission has developed two express lanes projects; the RCTC 91 Express Lanes opened in March 2017, and the 15 Express Lanes opened in April 2021. The Commission also serves as the tax authority and implementation agency for the voter -approved Measure ATransportation Improvement Program, which imposes a half -cent sales tax to fund transportation improvements. Originally approved in 1988 (1989 Measure A), Riverside County's voters in 2002 approved a 30 -year extension of Measure A commencing July 1, 2009 through June 30, 2039 (2009 Measure A). The Commission is also legally responsible for allocating Transportation Development Act (TDA) funds, the major source of funds for transit in the County. The TDA provides two major sources of funding: Local Transportation Fund (LTF), which is derived from a one -quarter cent state sales tax, and State Transit Assistance, which is derived from the statewide sales tax on gasoline and diesel fuel. Jurupa 1115.—..„.Valley Eastvale Riverside Norco Corona Lake Elsinore Moreno Valley Perris Canyon Lake Wildomar Murrieta Palm Springs Calimesa Desert Hot Springs Beaumont Banning San Jacinto Menifee Hemet Temecula Cathedral City Rancho Mirage Palm Desert Indian Wells La Duinta Blythe Indio Coachella Additionally, as the Service Authority for Freeway Emergencies (SAFE), the Commission provides motorist aid services designed to enhance safety and traffic flow. These services include emergency call boxes along rural highways and the Freeway Service Patrol (FSP), a roving tow truck service to assist motorists with disabled vehicles on the main highways of the County during peak rush hour traffic periods. The motorist aid program also includes the operation of the Inland Empire 511 (1E511) system which provides comprehensive real time traveler information for freeways, bus and rail transit, and rideshare services. All services are provided at no charge to motorists and are funded through a $1 surcharge on vehicle registrations; FSP also receives state allocations. The Commission is financially accountable for SAFE, a legally separate entity that is blended within the Commission's financial statements. Finally, the Commission has been designated as the Congestion Management Agency (CMA) for the County. As the CMA, the Commission coordinates with local jurisdictions in the establishment of congestion mitigation procedures for the County's roadway system. The Commission is required to adopta budget priortothe beginning of each fiscal year.The annual budget, which includes all funds, serves as the foundation for the Commission's financial planning and control regarding staffing, operations, and capital plans. The budget is prepared by fund (financial responsibility unit), department, and function. Management has the discretion to transfer budgeted amounts within the financial responsibility unit according to function. During the fiscal year, all budget amendments requiring Board approval are presented to the Board for consideration and adoption. Local Economy Riverside county has demonstrated resiliency with unemployment nearing pre -pandemic levels of 5% and revenues continuing its upward trajectory. County local revenues including sales taxes and mitigation fees such as Transportation Uniform Mitigation Fees (TUMF) have outperformed budgetary expectations. Specifically, sales taxes have reached a new high due largely to increased e -commerce sales, higher than anticipated fuel prices, and a lower unemployment rate due to job increases in the logistics sector. As consumer behavior shifted from purchasing at brick -mortar locations to online, the County has experienced both more demand for its workforce within the logistics sector increasing the purchasing power of residents and in turn robust sales tax performance. Riverside County has specific competitive advantages over nearby coastal counties (Los Angeles, Orange, and San Diego) including housing that was (and remains) more available and affordable, lower commercial real estate lease and purchase costs, and land available for development at lesser costs. Riverside County's it 33 economy has thrived, reflecting those specific competitive advantages over its neighboring counties, largely as a result of the County's continuing ability to draw jobs, residents, and affordable housing away from the Los Angeles, Orange, and San Diego county areas. As a result, the County's employment and commercial base has become more diversified, and the County's share of the regional economy has increased. It is anticipated housing prices within the County will remain strong, however property values may not experience robust increases on a year over year basis due to current market conditions such as higher interest rates. For the Commission, formidable ongoing challenges remain in terms of providing needed infrastructure enhancements to support a population that has increased annually approximately one percent (1%) in the last ten (10) years and an economy that continues to outgrow the capacity of its existing infrastructure specifically within the logistics sector. Long-term Financial Planning Proactive financial planning is a critical element for the success of the Commission as it builds for the future. Continually reviewing projected revenues, and expenditures, to actual amounts ensures that the Commission's expectations are realistic, and goals are achievable. Limited resources, especially at the state and federal level, can be directed to projects of regional significance or with additional funding project priorities can be expanded to address unfunded project requirements or developing needs. Local funding, and specifically the Commission's voter -approved sales tax program (Measure A), will continue to serve as RCTC's most significant source of funding. The program funds highway, street and road, public transit, and rail projects and new transportation corridors throughout the County. The program is established in a way to ensure funding for every geographic region within the County including the Palo Verde Valley, Coachella Valley, and more heavily populated area of Western Riverside County. Measure A revenues of approximately $287 million exceeded the Commission's approved revised projection for FY 2022/23. For FY 2023/24, the Commission is cautiously optimistic for the future and thus continues projecting conservative assumptions in the upcoming fiscal year. At the state level, transportation funding is a source of continuing debate regarding future priorities. Sustainability and vehicle mitigation has become a statewide priority and will likely impact the direction of funding for many years. The State of California has established predictable funding streams such as gas tax, a cap -and -trade program from emissions trading, and encouragement of market -based approaches such as implementation of express lanes and toll facilities. Along with more predictable state funding, State of California has also approved transportation policy measures discouraging the expansion of highway capacity in favor of an added focus on public transit and active transportation. This policy direction will likely impact the Commission's ability in delivering highway projects due to added costs from new mitigation requirements. Federal funding remains an important revenue source for various initiatives led by the Commission. Specifically, the Commission remains active in monitoring funding opportunities provided by the federal government including the Infrastructure Investment and Jobs Act or (IIJA). Tolling is another important local funding source for the Commission, and it has largely recovered from the impacts resulting from the pandemic. Tolling on both 15 and 91 Express lanes surpassed forecasted expectations related to revenue while operating expenditures continue to be under -budget. During the upcoming fiscal year, RCTC will continue to monitor traffic patterns to ensure both facilities maintain consistent revenue patterns. In looking to future funding decisions, providing, and ensuring equity to all will be an increasingly important priority and responsibility. Riverside County is home to a wide array of communities with differing needs. RCTC will place a special emphasis on education, public outreach, and policy direction with equity in mind to serve the entire county, including disadvantaged communities that need targeted transportation investments to serve the public and to grow and thrive. 34 Capital Project Delivery and Implementation —Critical Workers Delivering Needed Infrastructure The Capital Project Development and Delivery Department is responsible for major highway and rail capital projects from initial environmental study through preliminary engineering, final design, right of way acquisition, and construction. The Commission is operating during an unprecedented era of transportation investment in Riverside County. The results can be seen with numerous projects under construction, increasingly popular and successful transit service, and promises of more on the way soon. There are also several notable completed projects - providing tangible examples of the Commission completing promises that were made to voters who approved Measure A such as the recent completion of the SR -60 truck lanes, continued improvements within the SR -91 Corridor and investments to the County's rail network and facilities. The Commission has developed a track record of success, which is taking shape throughout the County as evidenced in the following project types. Progress Continues The Commission continues to advance projects to meet both the short-term and long-term needs of County residents. Similar investments and resulting job creation can be seen throughout the County as seen in the recently completed highway and rail projects: Regional Arterial Projects: The Commission recently awarded approximately $130 million in regional arterial projects funded by both TUMF and Measure A. The award was distributed to areas within Western Riverside County for various street widening projects and local arterial extensions. Placentia Interchange to link) -215 and future Mid County Parkway: Construction work began in mid - 2020 on the very first component of the Mid County Parkway (MCP), a new 16 mile east -west corridor between the cities of San Jacinto and Perris. This $42 million project adds a new freeway interchange at Placentia Avenue that will link to the MCP and improve a segment of Placentia Avenue in the city of Perris. MCP project has expanded to include continued Right -of -Way purchases and begin design work for the 3rd phase of the project. Smart Freeways: Another project on 1-15 is the Smart Freeways project within the City of Temecula. The project includes ramp metering to ensure a consistent flow of vehicular traffic enters the freeway. The pilot project is in its preliminary phase during the upcoming budget year. 15/91 Express Lanes Connector: Construction began in early 2021 to build a new direct connection between the RCTC 91 Express Lanes and the 15 Express Lanes. With the design -build contract awarded in March 2020, the design -builder has advanced to construction activities. The new connection will be provided from the eastbound 91 Express Lanes to the northbound 15 Express Lanes and from the southbound 15 Express Lanes to the westbound 91 Express Lanes. Estimated completion for this project late calendar year 2023. 71/91 Interchange: The Commission began work in early 2023 for a new connector between the eastbound SR -91 and northbound SR -71 in the city of Corona. This approximate $134 million project has environmental clearance and is anticipated to be completed in 2025. Commuter Rail Improvements: The Commission continues to invest in rail infrastructure within the County, exemplified by the Moreno Valley/March Field (MV/MF) Station upgrade. The MV/MF project is slated to add an additional platform, rehabilitate, and replace an existing second track along with adding a new signal system. The project is expected to be completed in 2024 with an estimated total project cost of $40 million. Another exciting rail improvement is the Perris Valley Line project which will replace the second track and add a new traffic signal system. Project cost is estimated to be $30 million with a completion date of 2025. iv 35 Projects for Future Construction 1-15 Express Lanes Southern Extension: Environmental work is already under way to extend the 15 Express Lanes an additional 14.5 miles to the city of Lake Elsinore. A series of public scoping meetings were held in 2020 as part of the comprehensive environmental review process. 79 Realignment: Another large effort affecting the Hemet and San Jacinto communities is the realignment of SR -79. This 2009 Measure A project is undergoing early project development partially funded through the TUMF program and federal earmarks. An environmental document was approved in January 2017 to allow the realignment of SR -79 between Domenigoni Parkway, south of SR -74, and Gilman Springs Road, north of San Jacinto. The project will realign the highway to provide a more direct route within the San Jacinto Valley. Current work on this project includes acquisition of right of way needed for mitigation and to protect cultural sites. 15/91 Express Lanes Connector Active Transportation: Non -motorized transportation options are becoming an increasingly important part of California's transportation infrastructure, and the Commission has taken a leadership role in assisting local areas by funding and advocating for projects vying for state funding. The Commission is also heading up project development for the Santa Ana River Trail - a multiuse facility that will provide a bike, pedestrian, and equestrian trail to link San Bernardino, Riverside and Orange Counties for cyclists, pedestrians and equestrians. Toll Connections with Neighboring Counties: RCTC has been successful in establishing a productive relationship with the Orange County Transportation Authority (OCTA) regarding the operation of the 91 Express Lanes. During the recently completed fiscal year, RCTC also entered into an agreement with San Bernardino County Transportation Authority (SBCTA) in assigning 2.2 lanes miles of the existing 1-15 Toll Facility. The assignment to SBCTA will not occur until the project nears completion during calendar year 2026. Furthermore, the Commission is currently working on another direct connection project between the 241 Toll Road operated by the Transportation Corridor Agencies (TCA) and the 91 Express Lanes. Operational issues for this future facility are currently being addressed among the following agencies: TCA, OCTA, Caltrans, and RCTC. TUMF Links Growth with Infrastructure In the Coachella Valley, a TUMF program was established shortly after the passage of the 1989 Measure A. The program requires developers to pay a fee on new development to fund arterial improvements. Cities are required to participate in the program or forfeit Measure A local dollars to Coachella Valley Association of Governments, which oversees the arterial program and has been successful in funding a number of important arterial and freeway interchange projects. With the passage of the 2009 Measure A, a TUMF program with participation requirements similar to that in the Coachella Valley is also in place in Western County and administered by the Western Riverside Council of Governments. TUMF funds received by the Commission are split evenly between new corridors, including the MCP, and regional arterials, including local projects and the SR -79 realignment project. As noted above, the Commission recently awarded approximately $50.0 million to local areas with funding for their regional arterial programs. The funding reflects the partnership and investment within the County. Rail Development, Operations and Support As one of five funding partners in the Southern California Regional Rail Authority, which operates the Metrolink commuter rail service, the Commission is engaged in a continual exercise of consensus building with its partners to provide effective regional service. The network consists of eight lines serving six counties, including the new ARROW service. The system typically carried an average of slightly more than 40,000 passengers each weekday prior to COVID-19, however ridership dropped and is slowly recovering. v 36 The Commission owns and operates nine stations served by the three Metrolink lines operating through the County, including four stations along the Perris Valley Line that commenced carrying passengers in June 2016. The Riverside Downtown Operations Control Center provides monitoring of closed-circuit televisions at the stations as well as facilities for train crews. Below is a summary of the commuter rail services provided in Riverside County: • Riverside Line: Originates in the Riverside -Downtown station and stops at the Jurupa Valley-Pedley station before proceeding through Ontario, Pomona, Industry, and Montebello to Los Angeles Union Station. Average daily ridership on the Riverside Line during fiscal year 2022-23 was 1,001. • Inland Empire Orange County (IEOC) Line: Begins in nearby San Bernardino with stops at the Riverside -Downtown, Riverside -La Sierra, Corona -North Main, and Corona -West stations before entering Orange County with stops in Anaheim Canyon, Orange, Santa Ana, Tustin, Irvine, Laguna Niguel/Mission Viejo, San Juan Capistrano, San Clemente, and Oceanside. When initiated in 1995, this service was described as the first suburb -to -suburb commuter rail service in the nation. Average daily ridership on the IEOC Line during fiscal year 2022-23 was 1,824. This line also provides weekend service. • 91/Perris Valley Line: Provides service from Perris to Los Angeles with stops in Perris -South, Perris - Downtown, Moreno Valley/March Field, Riverside -Hunter Park/UCR, Riverside -La Sierra, Corona - North Main, Corona -West, Fullerton, Buena Park, Norwalk, and Commerce before terminating at Union Station. Average daily ridership on the 91/Perris Valley Line during fiscal year 2022-23 was 1,585. This line also provides weekend service. Coachella Valley -San Gorgonio Pass Rail Service The Commission, in coordination with Caltrans and the Federal Railroad Administration, is working to bring passenger rail service as an alternate mode of travel across Southern California, connecting desert communities and attractions with Los Angeles County, Orange County, and the Inland Empire.The program proposes operating two to five daily roundtrips between Los Angeles Union Station and Indio or Coachella, with morning and evening departures from each end. Passenger service is expected to take about 3 hours and 15 minutes, which is comparable to trips made by cars on congested highways connecting these communities, such as 1-5, SR -91, and 1-10. In July 2022 the Commission certified the Final Tier 1/Program Level Environmental Impact Report. Certification of the environmental report was a significant milestone for this project. The Commission has now focused its efforts in engaging local and federal rail officials to determine funding for the construction phase for this rail project. The eventual implementation of this service will provide another important link between the Coachella Valley and Western Riverside County along with the rest of Southern California. Commuter/ Motorist Services Acting in its capacity as the regional transportation planning agency (RTPA) for Riverside County, the Commission provides a variety of commuter services to increase mobility, safety, and air quality throughout the region. CommuterAssistance: As the RTPA, the Commission applies Measure A funds to administer the Commuter Assistance Program to ease congestion, maximize the efficiency of its transportation investments, and reduce vehicle miles traveled and emissions from single occupant vehicle trips with the following programs and services: Ride matching and Information Services: The Commission, in partnership with the SBCTA provides commuters and employer partners in the region with access to rideshare resources (IECommuter.org) and information to assist with finding ride matches for car/vanpool arrangements or transit options and to participate in incentives. A call center (866-RIDESHARE) is also available during business hours for commuters or employers who need more personal support. Rideshare Incentives: The most popular commuter incentive continues to be the $5 per day Rideshare Incentives, a short-term incentive that offers $5 per day for each day commuters use an alternate vi 37 mode of transportation in a three-month period (up to a max of $125). Long-term commuter ride sharers and teleworking employees are recognized and rewarded for their continuing commitment to use alternate modes of transportation to and from work with access opportunities to win monthly prizes for reported rideshare and telework activity through monthly Rideshare Spotlight and Telework Spotlight programs. Vanpool Subsidies: The Commission provides ongoing subsidies to eligible vanpools commuting to employer worksites in Western County through its VanClub program. In FY 2022-23, VanClub supported an average of 37 vans per month resulting in the reduction of more than an estimated 58,000 trips, 2.3 million miles, and 855 tons of emissions throughout the region. A recovery toward pre -pandemic vanpools levels (80 vanpools) continued to be a challenge throughout the fiscal year; however, the program will be ready to continue as more workers return to various work sites. Guaranteed Ride Home: Through the Commission's rideshare program, IE Commuter, a Guaranteed Ride Home (GRH) service is available to ridesharing commuters of employer partners. Should they experience an emergency and need to get home, they are reimbursed the cost of a Lyft/Uber or other transportation network company ride, rental car, taxi, or transit option used to get home. GRH also covers when an employee may miss his/her ride due to unexpected overtime. Eligible participants may claim up to two emergency rides home per year. Park & Rides: Working in partnership with Caltrans, the Commission leases excess parking from business and civic institutional partners to facilitate ridesharing and to expand the system's park and ride capacity. There are more than 3,000 park and ride spaces available in Riverside County. Motorist Assistance: As the SAFE, the Commission also administers the Motorist Assistance Program to provide the following services designed to promote mobility and safety for motorists traveling through Riverside County: Freeway Service Patrol: The FSP program is a special team of 22 tow trucks roving along 11 beats on portions of SR -60, SR -91,I-15, and 1-215 within the County during peak, weekday commuter hours to assist drivers when their vehicles break down or experience other mechanical problems. The purpose of the FSP is to clear debris and remove disabled vehicles from the freeway as quickly as possible to help keep freeway traffic moving during rush hour periods. Another effort augments existing FSP service with additional tow trucks in construction areas as another means of construction -related congestion mitigation. The Riverside County SAFE and the State fund the FSP. During FY 2022-23, the FSP provided approximately 51,600 assists. This includes incremental FSP weekend service, funded by the South Coast Air Quality Management District's Mobile Source Air Pollution Reduction and Review Committee, on segments of SR -91 and SR -60. Call Boxes: In cooperation with the California Highway Patrol and Caltrans, the Commission assists motorists who experience accidents, mechanical breakdowns, or other unforeseen problems by providing access to cellular call boxes with enhanced reception along the County's major highways. In response to the proliferation and continued growth of cell phone usage and declining demand and use of call boxes, the Commission approved a substantial reduction to the call box system in 2017 and 2019. A cost-effective backbone of 136 call box units will remain in place and serve more than 346 centerline miles of highways. The call box program is funded by Riverside County SAFE revenue, an annual $1 surcharge added to vehicle registrations. In FY 2022-23, call box operators answered approximately 782 calls from motorists. Traveler Information: To further promote mobility, the Commission in collaboration with Southern California partners (LA Metro, OCTA, SBCTA, and VCTC), provides motorists with access to real- time freeway travel information and incident information on Southern California highways through its SoCal 511 Traveler Information system. SoCal 511 is designed to promote mobility by fostering more informed travel decisions to avoid congestion and is available via the telephone by dialing 511 from any landline or cell phone within Riverside County, online at www.Go511.com, or the Go511 vii 38 mobile app. SoCal 511 is funded with Riverside County SAFE funds. In FY 2022-23, SoCal 511 serviced 901,233 web visits across SoCal 511 partner regions and 72,689 phone calls within the Inland Empire. Specialized Transit The Commission has maintained a long-term commitment to assist residents with specialized transit needs. Through its Specialized Transit Program, the Commission has provided millions of dollars to public and nonprofit transit operators that provide special transit services to improve the mobility of seniors, persons with disabilities and persons with low incomes. Along with traditional dial -a - ride services, the Commission supports innovative programs providing transit assistance in hard -to -serve rural areas or for riders having very special transit needs. With funding from this program, individuals can travel to work independently, shop at the neighborhood grocery stores, visit a doctor, and much more. The Commission develops a Public Transit -Human Services Coordinated Plan every four years. This plan assists the Commission in identifying service gaps, additional qualifying populations, and underserved areas of Riverside County in need of transit services. The Commission updated this plan in January 2021. To address some of these transit service needs identified in the Public Transit -Human Services Coordinated Plan, a portion of the Measure A sales tax in Western Riverside County is set aside for a Specialized Transit Call for Projects. This Specialized Transit Call for Projects is held every three years and provides funding awards for public and nonprofit transit operators. During fiscal year 2022/23, public and nonprofit transit operators provided over 170,000 one-way trips. In addition to funding and planning, the Commission updated its bylaws and membership requirements for its TDA-required Social Services Transportation Advisory Council during fiscal year 2022/23. The Citizens and Specialized Transit Advisory Committee (CSTAC) consists of 13 members of the public and two Consolidated Transportation Service Agency members, which were appointed by the Commission in March 2020 with terms and bylaws updated in April 2021. The CSTAC meets bimonthly and provides Commission staff additional insight into specialized transit needs throughout the County. Awards and Acknowledgements The Government Finance Officers Association of the United States and Canada (GFOA) awarded a Certificate of Achievement for Excellence in Financial Reporting to the Commission for its Annual Report for the fiscal year ended June 30, 2023. This was the 30th consecutive year the Commission has achieved this prestigious award. In order to be awarded a Certificate of Achievement, a government must publish an easily readable and efficiently organized Annual Report.This report must satisfy both GAAP and applicable legal requirements. A Certificate of Achievement is valid for a period of one year only. We believe our current Annual Report continues to meet the Certificate of Achievement Program's requirements, and we are submitting it to the GFOA to determine its eligibility for another certificate. The Annual Report each year is a collaborative effort by Commission staff and its independent auditors. The undersigned are grateful to all staff for their willingness to expend the effort necessary to ensure the financial information contained herein is informative and completed within established deadlines. Special thanks must be extended to the Finance staff, program management and staff, and Commission's auditors for the time, effort, and commitment so vital for the final completion of the Annual Report. viii 39 In closing, without the leadership and the support of the Board, preparation of this report would not have been possible, particularly the dedication, professional judgement, and prudence by the Finance department, led by the Deputy Director of Finance. Its prudent management must be credited for the strength of the Commission's fiscal condition, and its vision ensuresthatthe Riverside County Transportation Commission will be on the move planning for and building a better future for Riverside County residents and commuters. Very truly yours, ANNE MAYER Executive Director SERGIO VIDAL Chief Financial Officer 6�9 Government Finance Officers Association Certificate of Achievement for Excellence in Financial Reporting Presented to Riverside County Transportation Commission California For its Annual Comprehensive Financial Report For the Fiscal Year Ended June 30, 2022 CA -4a4.... P 7 u -=u Executive Director/CEO ix 40 Riverside County Transportation Commission Organization Chart Human Resources Manager Human Resources Assistant Board of Commissioners Executive Director Deputy Executive Director Administrative Services Director / Clerk of the Board Deputy Clerk of the Board (2) Senior Administrative Assistant (2) Records Technician Administrative Assistant (2) Senior Office Assistant IT Administrator Chief Financial Officer Deputy Director of Finance HSenior Finandal Analyst Financial Analyst Accounting Technician Accounting Supervisor Accountant (2) Accounting Technician Accounting Assistant (2) Deputy Director of Financial Administration Financial Administration Manager Accounting Supervisor Accountant Accounting Technician Procurement Manager —I Senior ( Procurement Analyst J Procurement Analyst Planning and Programming Director Planning and Programming Manager Senior Management Analyst (2) Multimodal Services Director Rail Manager 1 Transit Manager I Senior Management Analyst Management Analyst Extemal Affairs Director HPublic Affairs Manager Senior Management Analyst (2) d Legislative Affairs Manager L Senior Management Analyst — Commuter / Motorist Assistance Manager Senior Management Analyst Community Engagement Manager 41 X Riverside County Transportation Commission Organization Chart Legal Counsel Toll Operations Director Toll Customer Service Manager Senior Management Analyst Toll Technology Manager Toll Systems Engineer Senior Management Analyst Project Delivery Director Senior Capital Projects Manager (2) Capital Projects Manager (2) Right of Way Manager Senior Management Analyst (6) Facilities Administrator Toll Project Delivery Director d Senior Capital Projects Manager (2) Capital Projects Manager Regional Conservation Director Regional Conservation Deputy Director Reserve Management / Monitoring Manager Senior Management Analyst (2) Senior Management Analyst (2) Riverside County Transportation Commission List of Principal Officials BOARD OF COMMISSIONERS Name Title Agency Kevin Jeffries Karen Spiegel Chuck Washington V. Manuel Perez Yxstian Gutierrez Sheri Flyn Lloyd White Joseph DeConinck Member Linda Molina Member 2nd Vice Chair (Commission) Member Member Member Member Vice Chair (Commission) County of Riverside, District 1 County of Riverside, District 2 County of Riverside, District 3 County of Riverside, District 4 County of Riverside, District 5 City of Banning City of Beaumont City of Blythe City of Calimesa City of Canyon Lake City of Cathedral City City of Coachella City of Corona Jeremy Smith Raymond Gregory Member Steven Hernandez Member Vice Chair (Budget and Implementation) Chair (Budget and Implementation Committee) Wes Speake Scott Matas Clint Lorimore Vice Chair (Western Riverside County Programs and Projects Committee) Member Member Linda Krupa Dana Reed Member Member Waymond Fermon Member Brian Berkson Kathleen Fitzpatrick Bob Magee Bill Zimmerman Ulises Cabrera Cindy Warren Katherine Aleman Member City of Desert Hot Springs City of Eastvale City of Hemet City of Indian Wells City of Indio Chair (Western Riverside County Programs and Projects City of Jurupa Valley Committee) Member City of La Quinta Chair (Commission) City of Lake Elsinore Member City of Menifee Member Member Jan Harnik Lisa Middleton Member Member City of Moreno Valley City of Murrieta City of Norco City of Palm Desert City of Palm Springs Michael M. Vargas Vice Chair (Toll Policy and Operations Committee) City of Perris Meg Marker Chuck Conder Member Member Alonso Ledezma Member James Stewart Member Joseph Morabito Chair (Toll Policy and Operations Committee) City of Rancho Mirage City of Riverside City of San Jacinto City of Temecula City of Wildomar Catalino Pining Governor's Appointee Caltrans, District 8 MANAGEMENT STAFF Anne Mayer, Executive Director Aaron Hake, Deputy Executive Director Jennifer Crosson, Toll Operations Director Erik Galloway, Project Delivery Director Jillian Guizado, Planning and Programming Director Aaron Gabbe, Regional Conservation Deputy Executive Director David Knudsen, External Affairs Director Lorelle Moe -Luna, Multimodal Services Director David Thomas, Toll Project Delivery Director Lisa Mobley, Administrative Services Director/Clerk of the Board Sergio Vidal, Chief Financial Officer xii 43 EideBailly CPAs & BUSINESS ADVISORS Independent Auditor's Report Board of Commissioners Riverside County Transportation Commission Riverside, California Report on the Audit of the Financial Statements Opinions We have audited the financial statements of the governmental activities, the business -type activities, each major fund, and the aggregate remaining fund information of the Riverside County Transportation Commission (Commission) as of and for the year ended June 30, 2023, and the related notes to the financial statements, which collectively comprise the Commission's basic financial statements as listed in the table of contents. In our opinion, the accompanying financial statements referred to above present fairly, in all material respects, the respective financial position of the governmental activities, the business -type activities, each major fund, and the aggregate remaining fund information of the Commission, as of June 30, 2023, and the respective changes in financial position, and, where applicable, cash flows thereof for the year then ended in accordance with accounting principles generally accepted in the United States of America. Basis for Opinions We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Commission and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions. Adoption of New Accounting Standard As discussed in Note 14 to the financial statements, the Commission has adopted the provisions of Governmental Accounting Standards Board (GASB) Statement No. 96, Subscription -Based Information Technology Arrangements (SBITAs), for the year ended June 30, 2023. Accordingly, a restatement has been made to the governmental activities as of July 1, 2022, to restate beginning net position. Our opinions are not modified with respect to this matter. Responsibilities of Management for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America; and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. 1 45 In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Commission's ability to continue as a going concern for twelve months beyond the financial statement date, including any currently known information that may raise substantial doubt shortly thereafter. Auditor's Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinions. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements. In performing an audit in accordance with GAAS, we: • Exercise professional judgment and maintain professional skepticism throughout the audit. • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Commission's internal control. Accordingly, no such opinion is expressed. • Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements. • Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Commission's ability to continue as a going concern for a reasonable period of time. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control —related matters that we identified during the audit. Required Supplementary Information Accounting principles generally accepted in the United States of America require that the management's discussion and analysis, budgetary comparison schedules, schedule of proportionate share of net pension liability/(asset), schedule of pension contributions, schedule of changes in the net OPEB liability/(asset) and related ratios, and the schedule of OPEB contributions, as listed in the table of contents be presented to supplement the basic financial statements. Such information is the responsibility of management and, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board who considers it to be an essential part of financial 2 46 reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. We have applied certain limited procedures to the required supplementary information in accordance with GAAS, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management's responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. Supplementary Information Our audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise the Commission's basic financial statements. The combining and individual nonmajor fund financial statements, budgetary comparison schedules, schedules of expenditures, and schedule of uses of debt proceeds and fund balances are presented for purposes of additional analysis and are not a required part of the basic financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the basic financial statements. The information has been subjected to the auditing procedures applied in the audit of the basic financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the basic financial statements or to the basic financial statements themselves, and other additional procedures in accordance with GAAS. In our opinion, the combining and individual nonmajor fund financial statements, budgetary comparison schedules, schedules of expenditures, and schedule of uses of debt proceeds and fund balances are fairly stated, in all material respects, in relation to the basic financial statements as a whole. Other Information Management is responsible for the other information included in the annual report. The other information comprises the introductory and statistical sections but does not include the basic financial statements and our auditor's report thereon. Our opinions on the basic financial statements do not cover the other information, and we do not express an opinion or any form of assurance thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and consider whether a material inconsistency exists between the other information and the basic financial statements, or the other information otherwise appears to be materially misstated. If, based on the work performed, we conclude that an uncorrected material misstatement of the other information exists, we are required to describe it in our report. Rancho Cucamonga, California October 31, 2023 3 47 48 Riverside County Transportation Commission Management's Discussion and Analysis Year Ended June 30, 2023 As management of the Riverside County Transportation Commission (Commission), we offer readers of the Commission's financial statements this narrative overview and analysis of the Commission's financial activities for the fiscal year ended June 30, 2023. We encourage readers to consider the information on financial performance presented here in conjunction with the transmittal letter on pages i-ix and the Commission's financial statements which begin on page 23. Financial Highlights • Total net position of the Commission was $1,188,488,943 and consisted of net investment in capital assets of $306,568,725; restricted other post -employment benefits net position of $2,227,000, and restricted net position of $1,392,072,851; and unrestricted net position (deficit) of ($510,152,633). • The governmental activities unrestricted netdeficitresultsprimarilyfromtherecordingofthedebtissued for Measure A highway, local streets and roads, and regional arterial projects. As title to substantially most of those assets vests with the State of California (State) Department of Transportation (Caltrans) or local jurisdictions, there is no asset corresponding to the liability. Accordingly, the Commission does not have sufficient current resources on hand to cover current and long-term liabilities; however, future Measure A sales taxes are pledged to cover Measure A debt service payments when made. • Total net position increased by $239,673,908 during fiscal year(FY)2022/23.An increase in net position from governmental activities of $269,238,074 was primarily due to increases in capital grants and contributions due to funding received for a connector project in the City of Corona, continued strong economic activity within the County resulting in higher Measure A and TDA sales taxes. The increase is offset by higher expenditures and lower operating grants and contributions due to exhausting of pandemic relief funds. An increase in net position deficit from business -type activities of $29,564,166 resulted from toll revenue increases, offset by increases in required repair and rehabilitation expenses for the 91 Express Lanes and transfers of 91 Express Lanes surplus funding for the 15/91 Express Lanes Connector project from the 91 Express Lanes. • Total capital assets, net of accumulated depreciation and amortization, were $1,351,213,184 at June 30, 2023, representing an increase of $59,359,792 or 5%, from June 30, 2022. The increase in capital assets was primarily related to an increase in land for the SR -91 project, construction in progress on the 15/91 Express Lanes Connector and 1-15 Express Lanes Southern Extension projects, including rail station improvements. • The long-term obligations decreased of $33,017,312, or 2% and is related to principal payments on the sales tax revenue bonds and amortization of sales tax revenue bonds premium; offset by the compounded and accreted interest on the TIFIA loans. Additionally, deferred inflows of resources show a decrease of $3,517,944, or 37% and is related to lower leases, pension and other post - employment benefits (OPEB). • The Commission's governmental funds reported combined ending fund balances of $1,271,162,231, an increase of $166,516,025 compared to FY 2021/22 primarily due to increases in sales taxes, intergovernmental revenues for reimbursement of projects costs, investment income, and transfers in, offset by a net increase in program expenditures. Approximately 57% of the governmental fund balances represent amounts available for the MeasureA program, including debt service and funding from the issuance of debt, and the TUMF program. Overview of the Financial Statements This discussion and analysis are intended to serve as an introduction to the Commission's basic financial statements, which are comprised of three components consisting of government -wide financial statements, fund financial statements, and notes to the financial statements. This report also contains required supplementary information and other supplementary information in addition to the basicfinancial statements. Government -wide Financial Statements The government -wide financial statements are designed to provide readers with a broad overview of the Commission's finances, in a manner similar to a private -sector business. The statement of net position presents information on all of the Commission's assets, liabilities, and deferred outflows/inflows of resources with the difference reported as net position. Over time, increases or decreases in net position may serve as a useful indicator of whetherthe financial position of the Commission is improving or deteriorating. The statement of activities presents information showing how the Commission's net position changed during the fiscal year. All changes in net position are reported as soon as the underlying event giving rise to the change occurs, regardless of the timing of related cash flows. Thus, revenues and expenses are reported for some items that will only result in cash flows in future fiscal periods. The government -wide financial statements report the functions of the Commission that are principally supported by sales taxes and intergovernmental revenues, or governmental activities, from other functions that are intended to recover all or a significant portion of its costs through user fees and charges, or business -type activities. The governmental activities of the Commission include general government, the Measure A program, CETAP, commuter assistance, regional arterials, commuter rail, transit and specialized transportation services, planning and programming, regional conservation, bicycle and pedestrian facilities projects, and motorist assistance services. Measure A program services are divided within the three regions of Riverside County (County), namely Western County, Coachella Valley, and Palo Verde Valley. The business - type activities of the Commission include toll road operations. The government -wide financial statements include only the Commission and its blended component unit. The government -wide financial statements can be found on pages 24-25 of this report. Fund Financial Statements A fund is a grouping of related accounts that is used to maintain control over resources that have been segregated for specific activities or objectives. Fund accounting is used to ensure and demonstrate compliance with finance -related legal requirements. Governmental funds are used to account for essentially the same functions reported as governmental Governmental funds are used to account for essentially the same functions reported as governmental activities in the government -wide financial statements; however, governmental fund financial statements focus on near -term inflows and outflows of spendable resources and on balances of spendable resources available at the end of the fiscal year. Such information may be useful in evaluating a government's near -term financing requirements. Since the focus of governmental funds is narrower than that of the government -wide financial statements, it is useful to compare the information presented for governmental funds with similar information presented for governmental activities in the government -wide financial statements. As a result, readers may better understand the long-term impact of the government's near -term financing decisions. Both the governmental fund balance sheet and related statement of revenues, expenditures and changes in fund balances provide a reconciliation to facilitate this comparison between governmental funds and governmental activities. The Commission maintains 17 individual governmental funds. Information is presented separately in the governmental fund balance sheet and in the related statement of revenues, expenditures and changes in fund balances for the Commission's major governmental funds comprised of the General fund, Measure A 6 50 Western County, Measure A Coachella Valley, TUMF, Local Transportation Fund (LTF), State Transit Assistance, and SB 132 Special Revenue funds, Commercial Paper and Bonds Capital Projects funds, and Debt Service fund. Data from the other seven governmental funds are combined into a single, aggregated presentation. Individual fund data for each of these nonmajor governmental funds is provided in the form of combining statements in the other supplementary information section. The Commission adopts an annual appropriated budget for the General fund, Special Revenue funds, Capital Projects funds, and the Debt Service fund. Budgetary comparison schedules have been provided for the General fund and major Special Revenue funds as required supplementary information and forthe nonmajor Special Revenue funds and the Capital Projects and Debt Service funds as other supplementary information to demonstrate compliance with these budgets. The governmental fund financial statements, including the reconciliation between the fund financial statements and the government -wide financial statements, can be found on pages 22-33 of this report. The proprietary fund consists of two enterprise funds, which are used to report the same functions presented as business -type activities in the government -wide financial statements. The Commission uses enterprise funds to account for its toll road operations. Proprietary fund financial statements provide the same type of information as the government -wide financial statements, only in more detail. The proprietary fund financial statements provide separate financial information of the RCTC 91 Express Lanes and 15 Express Lanes, which are major enterprise funds of the Commission. The proprietary fund financial statements can be found on pages 34-37 of this report. Notes to the Financial Statements The notes provide additional information that is essential to a full understanding of the data provided in the government -wide and fund financial statements. The notes to the financial statements can be found on pages 38-83 of this report. Other Information Other information is in addition to the basic financial statements and accompanying notes to the financial statements. This report also presents certain required supplementary information concerning the Commission's budgetary results for the General fund and major Special Revenue funds as well as the schedules of proportionate share of net pension liability, pension contributions, changes in the net other post -employment benefits (OPEB) asset and related ratios, and OPEB contributions. Required supplementary information can be found on pages 86-95 of this report. Other supplementary information is presented immediately following the required supplementary information. Other supplementary information includes the combining statements referred to earlier relating to nonmajor governmental funds; budgetary results for the nonmajor Special Revenue funds, all Capital Projects funds, and the Debt Service fund; schedules of expenditures for local streets and roads and expenditures for transit and specialized transportation; and schedule of uses of debt proceeds and fund balances. This other supplementary information can be found on pages 99-112 of this report. Government -wide Financial Analysis As noted previously, net position may serve overtime as a useful indicator of a government's financial position. At June 30, 2023, the Commission's assets, including deferred outflows of resources, exceeded liabilities, and deferred outflow of inflows, by $1,188,488,943, a $239,673,908 increase from June 30, 2022. Our analysis below focuses on the net position and changes in net position of the Commission's governmental and business -type activities. 7 51 Net Position Approximately 27%, compared to 26% in FY 2021/22, of the Commission's net position reflects its net investment in capital assets (i.e., intangibles consisting of toll facility franchise; construction in progress; land and improvements; toll infrastructure; buildings; construction and rail operating easements; rail stations; rail tracks; building and office improvements; development in progress; transponders; and office furniture, equipment, and vehicles), less any related outstanding debt used to acquire those assets, primarily related to land and tolled express lane projects. The Commission uses these capital assets to provide transportation services to the residents and business community of the County. Although the Commission's investments in capital assets is reported net of related debt, the resources used to repay this debt must be provided from other sources, since the capital assets themselves cannot be used to liquidate these liabilities. For business -type activities, the related debt for the RCTC 91 Express Lanes exceeded the capital assets, net of accumulated depreciation and amortization, as a portion of the debt financed highway improvements on SR - 91 for which title vests with Caltrans. The increase is related to construction in progress for the 15/91 Express Lanes Connector and 1-15 Express Lanes Southern Extension projects, including rail station improvements, and the purchase of land, offset by the payment of debt. The most significant portion of the Commission's net position represents resources subject to external restrictions on how they may be used. Restricted net position from governmental activities represents the majority of the total governmental activities net position at June 30, 2023. Restricted net position from governmental activities increased by $155,267,179, as a result of the increased sales tax and capital contributions, including investment income and transfers in, offset by a net increase in program expenses. Restricted net position deficit from business -type activities decreased $23,762,657 primarily as a result of net revenues from operations, offset by increased repair and rehabilitation project costs on the 91 Express Lanes, higher than anticipated roll revenues, and continued transfer of surplus funding for the 15/91 Express Lanes Connector project. Unrestricted net position represents the portion of net position that can be used to finance day-to-day operationswithoutconstraintsestablished bydebtcovenants, enabling legislation, orotherlegal requirements. Unrestricted net position from governmental activities deficit was reduced from a $540,884,718 at June 30, 2022 to $510,152,633 at June 30, 2023. The governmental activities deficit results primarily from the impact of recording of the Commission's long-term debt, consisting of bonds issued for Measure A highway, local street and road, and regional arterial projects. While a significant portion of the debt has been incurred to build these projects which are capital assets, upon completion most projects except for express lanes projects are transferred to Caltrans or the local jurisdiction. Accordingly, projects other than express lanes are not assets of the Commission that offset the long-term debt in the statement of net position. Upon completion, express lanes projects and related debt are transferred to business -type activities. 8 52 The following is condensed financial data related to net position at June 30, 2023 and June 30, 2022: Net Position Governmental Activities Business -Type Activities 2023 2022 2023 2022 Total 2023 2022 Current and other assets Capital assets not being depreciated Capital assets, net of depreciation and amortization Total assets Deferred outflows of resources Total assets and deferred outflows of resources Long-term obligations Other liabilities Total liabilities $1,355,891,955 504,689,862 240,059,671 $1,234,626,680 425,407,610 251,238,636 $ 226,456,593 25,725,838 580,737,813 $242,917,535 16,864,711 597,217,318 $1,582,348,548 530,415,700 820,797,484 $1,477,544,215 442,272,321 848,455,954 2,100,641,488 1,911,272,926 832,920,244 856,999,564 2,933,561,732 2,768,272,490 38,837,345 42,331,367 15,546,499 16,053,065 54,383,844 58,384,432 2,139,478,833 1,953,604,293 848,466,743 873,052,629 2,987,945,576 2,826,656,922 795,541,492 835,313,388 79,610,619 119,963,133 875,152,111 955,276,521 Deferred inflows of resources 5,403,507 8,642,631 Total liabilities and deferred inflows 880,555,618 963,919,152 of resources Net position: Net investment in capital assets Restricted Unrestricted (deficit) Net position at end of year 902,311,767 15,891,978 918,203,745 895, 5 57,183 1,697,853,259 1,730,870,571 17,389,461 95,502,597 137,352,594 912,946,644 1,793,355,856 1,868,223,165 697,270 976,090 6,100,777 9,618,721 918,901,015 913,922,734 1,799,456,633 1,877,841,886 483,304,687 415,495,777 (176,735,962) (171,314,772) 306,568,725 244,181,005 1,285, 771,161 1,115,074,082 106,301,690 130,444,666 1,392,072,851 1,245, 518,748 (510,152,633) (540,884,718) - - (510,152,633) (540,884,718) $1,258,923,215 $ 989,685,141 $ (70,434,272) $ (40,870,106) $1,188,488,943 $ 948,815,035 Changes in Net Position The Commission'stotal program and general revenues were $872,004,711,whilethetotal cost ofall programs was $632,330,803. Total revenues increased by 9%, and the total cost of all programs increased by 19%. Those who directly benefited from the programs or other governments that subsidized certain programs with grants and contributions paid approximately 56% of the costs of the Commission's programs in FY 2022/23, compared to 66% of the costs in FY 2021/22. Sales taxes ultimately financed a significant portion of the programs' net costs. Governmental and business -type activities increased the Commission's net position by $239,673,908 and condensed financial data related to the change in net position is presented in the table below. Key elements of this increase, are as follows: • Charges for services increased by $10,249,966, or 10%, due to slightly increased traffic volumes, including changes in toll rates on the RCTC 91 Express Lanes and 15 Express Lanes; • Operating grants and contributions decreased by $98,098,702, or 55%, primarily due to state reimbursements related to commuter rail operations, planning and programming, and freeway service patrol due to exhausting pandemic relief funds; • Capital grants and contributions increased by $86,389,822, or 120%, primarily due to federal and state reimbursements related to the project funding for 71/91 Connector, Mid County Parkway, and smart freeway projects; • Measure A sales tax revenues increased by $7,258,180, or 3%. This increase is primarily as a result of online sales, including sales from a diversified economic base in Riverside County; • Transportation Development Act (TDA) sales taxes increased by $17,208,847, or 10%, primarily as a result of increased economic activity, including sales from a diversified economic base in Riverside County; 9 53 • Unrestricted investment earnings increased $49,135,935, or 277% due to unrealized gains in the portfolio compared to unrealized losses in FY 2021/22; • Other miscellaneous revenues decreased $96,774, or 4%, due primarily to the sale of rail and highway properties in the previous fiscal year; Changes in Net Position Revenues Program revenues: Charges for services $ 314,643 $ 392,868 $ 112,707,067 $ 102,378,876 $ 113,021,710 $ 102,771,744 Operating grants and contributions 81,558,262 179,656,964 - 81,558,262 179,656,964 Capital grants and contributions 158,239,283 71,849,461 - 158,239,283 71,849,461 General revenues: MeasureAsalestaxes 287,428,762 280,170,582 - - 287,428,762 280,170,582 TDAsalestaxes 197,891,127 180,682,280 - 197,891,127 180,682,280 Unrestricted investment earnings 25,402,156 (14,295,090) 5,985,986 (3,452,703) 31,388,142 (17,747,793) (loss) Other miscellaneous revenue 2,477,425 2,574,199 - 2,477,425 2,574,199 Total revenues 753,311,658 701,031,264 118,693,053 98,926,173 872,004,711 799,957,437 Expenses General government 3,381,001 (2,868,799) - - 3,381,001 (2,868,799) Bicycle and pedestrian facilities 2,578,177 1,587,819 - - 2,578,177 1,587,819 CETAP 1,046,199 5,181,055 1,046,199 5,181,055 Commuter assistance 4,187,763 3,229,524 - 4,187,763 3,229,524 Commuter rail 58,899,642 34,291,250 - - 58,899,642 34,291,250 Highways 177,171,636 159,525,490 177,171,636 159,525,490 Local streets and roads 87,229,315 85,183,610 - - 87,229,315 85,183,610 Motorist assistance 4,606,991 4,322,295 - - 4,606,991 4,322,295 Planning and programming 8,099,856 4,774,012 8,099,856 4,774,012 Regional arterials 8,157,544 24,258,688 - 8,157,544 24,258,688 Regional conservation 10,243,763 1,492,799 - 10,243,763 1,492,799 Toll operations 102,562,700 96,696,426 102,562,700 96,696,426 Transit and specialized transportation 134,722,572 85,415,249 134,722,572 85,415,249 Interest expense 29,443,644 30,512,904 29,443,644 30,512,904 Total expenses 529,768,103 436,905,896 102,562,700 96,696,426 632,330,803 533,602,322 Excess (deficiency) of revenues over 223,543,555 264,125,368 16,130,353 2,229,747 239,673,908 266,355,115 (under) expenses Governmental Activities Business -Type Activities Total 2023 2022 2023 2022 2023 2022 Transfers 45,694,519 (11,165,147) (45,694,519) 11,165,147 Increase (decrease) in net position 269,238,074 252,960,221 (29,564,166) 13,394,894 239,673,908 266,355,115 Net position at beginning of year 989,685,141 736,724,920 (40,870,106) (54,265,000) 948,815,035 682,459,920 Net position at end of year $1,258,923,215 $ 989,685,141 $ (70,434,272) $ (40,870,106) $1,188,488,943 $ 948,815,035 • General government expenses increased by $6,249,800, or 218%, primarily due to the recognition of the pension actuarial liability compared to a pension actuarial asset in FY 2021/22 and is recognized as a deferred outflow of pension contributions; • Bicycle and pedestrian facilities expenses increased by $990,358, or 62%, due to an increase in claims submitted for approved projects; • CETAP expenses decreased $4,134,856, or 80%, due to Mid County Parkway project funding in the previous fiscal year; • Commuter assistance expenses increased $958,239, or 30%, primarily due to an increase in program management services; • Commuter rail expenses increased by $24,608,392 or 72%, as a result increased operating 10 54 contributions to the Southern California Regional Rail Authority (SCRRA) due to COVID-19 impacts and availability of federal COVID-19 relief funds to SCRRA; • Highway expenses increased by $17,646,146, or 11%, due primarily to right of way activities on the SR -91 project; • Local streets and roads expenses increased by $2,045,705 or 2%, because of an increase in the overall Measure A sales tax revenue have a corresponding allocation increase to the local jurisdictions; • Motorist assistance expenses increased by $284,696, or 7%, due primarily to reduced freeway service patrol activities; • Planning and programming expenses increased by $3,325,844, or 70%, due to LTF planning allocations and various next generation express lanes and transit -oriented communities strategic plan development studies; • Regional arterial expenses decreased by $16,101,144 or 66%, as a result of a net decrease in reimbursements to local jurisdictions for approved regional arterial projects; • Regional conservation expenses increased by $8,750,964, or 586%, primarily due to the recognition of the pension actuarial liability that is recognized as a deferred outflow of pension and OPEB contributions, along with professional services, right of way support costs, and reimbursement for administrative cost allocations; • Toll operations expenses increased by $5,866,274, or 6%, due primarily to the required repair and rehabilitation activities on the 91 Express Lanes; • Transit and specialized transportation expenses increased by $49,307,323, or 58%, due to an increase in bus transit operating and capital claims in Western County and Coachella Valley geographic areas resulting from the availability of federal COVID-19 relief funds for transit operators in the previous year; • Interest expense related to governmental activities decreased by $1,069,260, or 4%, primarily as a result of the net impacts of the current year's interest payments, amortization of the loss on refunding bonds, and amortization of sales tax bond premiums; and • Internal transfers increased $56,859,666, or 509%, due to the surplus funding on the 15/91 Express Lanes Connector project from the 91 Express Lanes enterprise fund. Surplus funding is generated from prior year toll revenues. The 15/91 Express Lanes Connector project will be completed during FY 2023/24. 11 55 The graphs below present the program and general revenues by source and program expenses for the Commission's governmental activities for the fiscal years ended June 30, 2023 and June 30, 2022: Revenues - Govemmental Activities $285,000,000 $265,000,000 $245,000,000 $225,000,000 5205,000,000 $185,000,000 $165,000,000 5145,000,000 $125,000,000 $105,000,000 585,000,000 565,000,000 545,000,000 $25,000,000 $5,000,000 -$15,000,000 Charges for services ■ 2023 $314,643 • 2022 $392,868 8177,200,000 $157,200,000 8137,200,000 $117,200,000 597,200,000 $77,200,000 $57,200,000 537,200,000 $17,200,000 $(2,800,000) Bicycle and Transit and General Commuter Local streets and Motorist Planning and Regional Regional government Pedestrian CETAP Commuter rail Highways roads assistance programming arterials conservation specialized Interest expense assistance facilities transportation Operating grants and Capital grants and contributions contributions Measure A sales taxes TDA sales taxes Unrestricted investment earnings Other miscellaneous revenue 581,558,262 5158,239,283 $287,428,762 5197,891,127 525,402,156 52,477,425 $179,656,964 571,849,461 5280,170,582 5180,682,280 -$14,295,090 $2,574,199 Expenses • Governmental Activities ■ 2023 $3,381,001 82,578,177 $1,046,199 $4,187,763 $58,899,642 8177,171,636 $87,229,315 $4,606,991 $8,099,856 $8,157,544 810,243,763 $134,722.,572 $29,443,644 ■ 2022 $(2,868,799) 51,587,819 $5,181,055 $3,229,524 534,291,250 $159,525,490 $85,183,610 $4,322,295 $4,774,012 824,258,688 81,492,799 885,415,249 830,512,904 12 56 The graphs below present the program and general revenues by source and program expenses for the Commission's business -type activities for the fiscal years ended June 30, 2023 and June 30, 2022: Expenses - Business -Type Activities $116,000,000 $111,000,000 $106,000,000 $101,000,000 $96,000,000 $91,000,000 $86,000,000 $81,000,000 $76,000,000 $71,000,000 $66,000,000 $61,000,000 $56,000,000 $51,000,000 $46,000,000 $41,000,000 $36,000,000 $31,000,000 $26,000,000 $21,000,000 $16,000,000 $11,000,000 $6,000,000 $1,000,000 -$4,000,000 ■ 2023 ■ 2022 $75,000,000 $60,000,000 $45,000,000 $30,000,000 $15,000,000 ■ 2023 ■ 2022 RCTC 91 Express Lanes $73,232,775 $69,463,323 1 15 Express Lanes $29,329,925 $27,233,103 Revenues - Business -Type Activities Charges for services $112,707,067 $102,378,876 Unrestricted investment earnings $5,985,986 -$3,452,703 13 57 Financial Analysis of the Commission's Funds Governmental Funds The focus of the Commission's governmental funds is to provide information on a near -term inflows, outflows, and balances of spendable resources. Such information is useful in assessing the Commission's financing requirements. As of June 30, 2023, the Commission's governmental funds reported combined ending fund balances of $1,271,162,231, an increase of $166,516,025 compared to FY 2021/22. Less than 1%, or $1,877,579, is nonspendable fund balance related to prepaid amounts; $2,568,283 is assigned fund balance for general government administration activities; and an unassigned deficit of $3,392 is related to a deficit fund balance in the Nonmajor governmental fund. The remainder of the fund balance is restricted to indicate the following externally enforceable legal restrictions: • $9,475,739 in TDA funds that have been allocated to jurisdictions within the County for bicycle and pedestrian projects; • $70,900,091 of TUMF funds for new CETAP corridors in Western County; • $22,565,325 for Western County commuter assistance activities such as expansion of park -and -ride facilities and other projects and programs that encourage commuters to use alternative modes of transportation under the 2009 Measure A program; • $81,104,176 in TDA, Measure A, and Proposition 1B funds for commuter rail operations and capital projects and $2,257,390 in TDA and Proposition 1B funds for the Coachella Valley/San Gorgonio Pass rail corridor; • $11,871,675 in 2009 Measure A funds available to pay sales tax revenue bonds debt service over the next year; • $363,128,931 for highway, economic development, and new corridor projects related to the 1989 Measure A and 2009 Measure A programs; • $13,328,700 in state funds for motorist assistance services; • $8,631,578 of TDA funds and $28,174 intergovernmental funds for planning and programming activities; • $102,340,390 and $77,370,646 for regional arterial projects in Western County related to the 2009 Measure A and TUMF programs, respectively; • $20,022,394 of Measure Afunds for transit and specialized transportation in the Western County and $1,773,181 for specialized transportation in the Coachella Valley; and • $481,921,371 in TDA funds available to the commuter rail and bus transit operations and capital in the County, including state of good repair. Coachella Valley Rail 14 58 The following table presents the changes in fund balances for the governmental funds by fund category for the fiscal years ended June 30, 2023 and 2022: Fund Balances Year Ended June 30 2023 2022 % Change General fund Special Revenue major funds: Measure A Western County Measure A Coachella Valley Transportation Uniform Mitigation Fee Local Transportation Fund State Tra nsit Assistance SB132 Capital Projects major funds: $ 37,100,151 $ 35,788,510 438,154,128 379,440,191 96,210,303 84,343,540 148, 270,737 119,352,193 336,576,925 276,854,895 142,158,549 131,655,414 1,003,665 (385,823) 4% 15% 14% 24% 22% 8% 360% Commercial Paper 13,392,732 15,043,286 -11% Bonds 18,149,828 25,576,707 -29% Debt Service fund 11,871,675 11,067,296 7% Nonmajor governmental funds 28,273,538 25,909,997 9% Total $1,271,162,231 $1,104,646,206 Key elements for the changes in fund balances are as follows: • The 4% increase in the General fund resulted from increased commuter rail TDA funds transfers, offset by the increase in commuter rail, planning and programming, and transit and specialized transportation program expenditures; • The 15% increase in the Measure A Western County Special Revenue fund was attributed to excess 2009 Measure A revenues and interest income, offset by increased commuter assistance, commuter rail, local streets and roads, regional arterials, and transit and specialized transportation expenditures; • The 14% increase in the Measure A Coachella Valley Special Revenue fund was attributed to excess 2009 Measure A revenues over expenditures for Coachella Valley highway, local streets and roads, and regional arterial projects; • The 24% increase in the TUMF Special Revenue fund was attributable to excess TUMF revenues over CETAP and regional arterial expenditures; • The 22% and 8% increase in the Local Transportation Fund and State Transit Assistance, respectively, resulted from the excess of sales tax revenues over claims of allocations for transit operations and capital projects and for bicycle and pedestrian facility projects; • The 360% increase in the SB 132 fund resulted from reimbursement of project costs related to the 15/91 Express Lanes Connector project; • The 11% decrease in the Commercial Paper Capital Projects fund was attributed to the use of excess funds for the repayment of debt service; • The 29% decrease in the Bonds Capital Projects fund was attributed to transfers out to the Measure A Western County Special Revenue fund and 15 Express Lanes Enterprise fund for reimbursement of project costs; • The 7% increase in the Debt Service fund was attributable to an increase in; and • The 9% increase in nonmajor governmental funds resulted primarily from the excess of State of Good Repairs revenues over claims of allocations for transit operations and capital projects and excess Freeway Service Patrol funding over program expenditures. Proprietary Fund The Commission's proprietary fund provides the same type of information found in the government -wide financial statements.The net position of the proprietary fund totaled a deficit of $70,434,272 atJune 30, 2023. The deficit is related to the RCTC 91 Express Lanes toll -supported debt in excess of capital and intangible assets. 15 59 General Fund Budgetary Highlights The $2,419,800 increase in General Fund expenditure appropriations between the original budget and the final amended budget for the General fund was related to the following changes: • $812,400 decrease to general government for various operations support services; • $884,500 decrease to the commuter rail program; • $3,258,200 increase to the planning and programming program; • $1,900 increase to transit and specialized transportation professional costs; • $836,600 increase to lease and subscription IT debt service costs; and • $20,000 increase to capital outlay. During the year, General fund revenues were lower than budgetary estimates by $16,694,427; expenditures were less than budgetary estimates by $30,940,103. General fund budgetary variances between the final amended budget and actual amounts are as follows: Year Ended June 30, 2023 General Fund Budgetary Variances Original Budget Final Amended Budget Actual %Variance Revenues Intergovernmental Investment income Other Total revenues Expenditures Current General government Commuter rail Planning and programming Transit and specialized transportation Debt service Capital outlay Total expenditures Other financing sources (uses) Transfers in Transfers out Total other financing sources (uses) $ 22,610,600 $ 22,610,600 36,400 36,400 22,647,000 12,406,600 44,997,700 2,740,800 1,590,100 3,343,900 65,079,100 44,979,600 (2,990,800) $ 41,988,800 22,647,000 11,594,200 44,113,200 5,999,000 1,592,000 836,600 3,363,900 67,498,900 44,979,600 (2,990,800) $ 41,988,800 $ 5,225,498 725,357 1,718 5,952,573 30,738,018 3,972,025 911,442 836,270 101,042 36,558,797 31,925,738 (7,873) $ 31,917,865 $ (17,385,102) 688,957 1,718 (16,694,427) 11,594,200 13,375,182 2,026,975 680,558 330 3,262,858 30,940,103 (13,053,862) 2,982,927 $ (10,070,935) 16 60 Significant budgetary variances between the final amended budget and actual amounts are as follows: • $17,385,102 negative variance for intergovernmental revenues primarily related to lower eligible intergovernmental reimbursements due to lower commuter rail expenditures; • $688,957 positive variance for investment income includes higher investment yields and unrealized gains; • $1,718 positive variance for other revenues related to commuter rail offender fees; • $11,594,200 positive variance for general government expenditures related to the administrative cost allocations process; • $13,375,182 positive variance for commuter rail expenditures related to lower Metrolink operations costs due to the availability of federal relief funds to SCRRA and delay in various rail capital projects; • $2,026,975 positive variancefor planning and programming expenditures related to lower professional services, special studies, planning allocations, and other expenditures such as staff support; • $680,558 positive variance for transit and specialized transportation expenditures related to lower professional services, special studies, and other expenditures such as staff support; • $330 positive variance for debt service expenditures related to the GASB Statement No. 87 Leases and GASB Statement No. 96 Subscriptions; • $3,262,858 positive variance for capital outlay expenditures related to implementation of replacement of finance enterprise resource planning system and rail station improvements; • $13,053,862 negative variance for transfers in related to the administrative cost allocations process and lower commuter rail activities than anticipated; and • $2,982,927 positive variance for transfers out related to the administrative cost allocations process that affected commuter rail, planning and programming, and transit and specialized transportation activities. Capital Assets As of June 30, 2023, the Commission had $1,351,213,184, net of accumulated depreciation and amortization, invested in a broad range of capital assets including development and construction in progress and easements; land and land improvements; construction rail operating easements, stations, and tracks; buildings; toll infrastructure; transponders; toll facility franchise; office improvements, furniture, equipment, and vehicles; and leased and subscription IT assets. The total increase in the Commission's total capital assets, net for FY 2022/23 was 5% and primarily attributable to construction in progress for the 15/91 Express Lanes Connector project and right of way acquisition for the SR -91 project. Major capital asset additions during 2023 included construction in progress for the 15/91 Express Lanes Connector project, rail station improvements, right of way acquisition, and construction easements on various projects. Capital assets includes the implementation of GASB Statement No. 87, Leases and GASB Statement No. 96, Subscriptions, reflecting the right to use assets for land, buildings, equipment, and subscription IT. 17 61 The table below is a comparative summary of the Commission's capital assets, net of accumulated depreciation: Governmental Activities 2023 2022 Business -Type Activities Total 2023 2022 2023 2022 Capital assets not being depreciated: Land and land improvements Construction easements Rail operating easements Construction in progress Development in progress Total capital assets not being depreciated $ 179,033,069 4,202,495 63,846,199 256,932,495 675,604 504,689,862 $ 170,015,793 4,202,495 63,846,199 186,511,029 832,094 425,407,610 $ 19,237,061 $ 11,990,286 $ 198,270,130 259,657 259,657 4,462,152 63,846,199 6,229,120 4,614,768 263,161,615 675,604 $ 182,006,079 4,462,152 63,846,199 191,125,797 832,094 25,725,838 16,864,711 530,415,700 442,272,321 Capital assets being depreciated and amortized, net of accumulated depreciation and amortization: Rail stations 116,671,691 Rail tracks 118,701,546 Temporary construction easements 368,352 Buildings and building improvements Toll infrastructure Transponders Toll facility franchise Office improvements, furniture, equipment, and vehicles Total capital assets, net of accumulated depreciation and 236,479,029 amortization 122,988,654 123,881,250 740,774 5,167,778 6,027,357 17,231,726 22,851,446 9,888 558,282,209 568,238,032 737,440 300,587 56,100 90,595 116, 671, 691 122,988,654 118,701,546 123,881,250 368,352 740,774 5,167,778 6,027,357 17,231,726 22,851,446 9,888 558,282,209 568,238,032 793,540 391,182 247,911,265 580,737,813 597,217,318 817,216,842 845,128,583 Intangible right to use leased assets, net of accumulated amortization Land 8,401 16,803 Buildings 2,636,321 3,246,658 Equipment 33,795 63,910 Total intangible right to use leased assets, net of accumulated 2,678,517 3,327,371 amortization Intangible right to use subscription IT assets, net of accumulated amortization 8,401 16,803 2,636,321 3,246,658 33,795 63,910 2,678,517 3,327,371 902,125 1,125,117 902,125 1,125,117 Total capital assets $ 744,749,533 $ 677,771,363 $ 606,463,651 $ 614,082,029 $1,351,213,184 $1,291,853,392 On March 20, 2017, the 91 Project was substantially completed and the RCTC 91 Express Lanes opened to motorists. In connection with a toll facilities agreement with Caltrans, or service concession agreement, the Commission may collect tolls and operate and maintain a toll facility on SR -91 from the Orange/ Riverside County line to 1-15 for 50 years from opening. On April 10, 2021, the 1-15 Express Lanes project was substantially completed and the 15 Express Lanes opened to motorists; the 15 Express Lanes began tolling on April 14, 2021. In connection with a toll facilities agreement with Caltrans, or service concession agreement, the Commission may collect tolls and operate and maintain a toll facility on 1-15 between Cajalco Road in Corona and SR -60 in Jurupa Valley for 50 years from opening and commencement of tolling. More detailed information about the Commission's capital assets is presented in Note 5 to the financial statements. 18 62 Debt Administration As of June 30, 2023, the Commission had $1,690,797,309 outstanding in sales tax and toll revenue bonds, including a TIFIA loan as follows: Sales tax revenue bonds $ 788,875,246 Toll revenue bonds 734,891,709 TIFIA loan 167,030,354 Total outstanding sales tax and toll revenue bonds $ 1,690,797,309 The total debt decreased from the $1,726,159,056 outstanding as of June 30, 2022 primarily due to the following: Balance Balance June 30, 2022 Additions Reduction June 30, 2023 Governmental activities Sales tax revenue bonds Sales tax bonds premium $ 747,320,000 $ 83,418,739 - $ (31,405,000) $ 715,915,000 - (10,458,493) 72,960,246 Business -type activities Toll revenue bonds 678,665,952 4,394,620 - 683,060,572 Toll revenue bonds premium 54,368,512 - (2,537,375) 51,831,137 TIFIA loan 162,385,853 4,644,501 - 167,030,354 Total outstanding sales tax and toll revenue bonds $ 1,726,159,056 $9,039,121 $44,400,868 $ 1,690,797,309 • Sales tax revenue bonds was reduced by $41,863,493 due to reductions resulting from principal payments in the amount of $31,405,000 and premium amortization of $10,458,493; and • Toll revenue bonds increased $4,394,620 due to the accretion of the 2013 Toll Revenue Bonds and premium amortization of $2,537,375; and • TIFIA loan increased $4,644,501 due to compounded interest. The Commission's sales tax revenue bonds received ratings of "AA+" from S&P Global Ratings (S&P), "Aa2" from Moody's Investors Service (Moody's), and "AA+" from Fitch Ratings (Fitch), and the toll revenue bonds related to the 91 Project received ratings of "A" and "BBB+" from S&P and Fitch, respectively. The TIFIA loan related to the 1-15 Express Lanes project received ratings of "BBB" from Kroll Bond Rating Agency and "BBB - "from Fitch. In March 2005 the Commission established a commercial paper program, currently authorized at $60,000,000 to provide advance funding for 2009 Measure A capital projects. The commercial paper notes are rated "Al +" by S&P and "P1" by Moody's. As of June 30, 2023, the Commission had $0 in commercial paper notes outstanding. As of June 30, 2023, outstanding debt for the Commission is $715,915,000, which is $259,085,000 under the debt limit of $975,000,000 required by the 2009 Measure A ordinance. The Commission had authorized the issuance of toll revenue bonds, for the 91 Project not to exceed $900,000,000, which is in excess of the total outstanding debt of $683,060,572. In March 2020, the Commission authorized the sale and issuance of not to exceed $725 million of toll revenue refunding bonds and prepaid the TIFIA loan in October 2021. The Commission also authorized the issuance of a TIFIA loan, for the 1-15 Express Lanes project not to exceed $165,000,000, which is in excess of the total outstanding debt of $167,030,354 due to annual accrued compounding interest. TIFIA loans provided federal funding up to $152,214,260 for the 1-15 Express Lanes project on a senior lien basis. Additional information on the Commission's long-term debt can be found in Note 6tothefinancial statements. 19 63 Economic Factors and Other Factors During its March 2023 Commission meeting, the Commission adopted guiding principles for use in the preparation of the FY 2023/24 Budget. These principles have been incorporated in goals of the Commission and will continue to be updated annually in response to the ever-changing social, political, and economic environment. The principles are a business planning tool designed to assistthe Commission in implementing its strategic goals and objectives and lays the foundation for future financial planning for the annual budget process. The Commission adopted the FY 2023/24 annual budget on June 14, 2023. Approximately 53% of the $983,490,200 balanced budget is related to capital project expenditures, including: • $4,258,700 for completion of right of way acquisition, construction, and design -build activities related to the 91 Project consisting of tolled express and general-purpose lanes and interchange improvements, including the eastbound lane to McKinley Avenue; • $8,516,200 for repair and rehabilitation of the 91 Express Lanes; • $1,350,000 for repair and rehabilitation of the 15 Express Lanes; • $3,385,600 for construction and engineering activities related to the 91 Corridor Operations project (COP), including the eastbound COP; • $1,378,300 for engineering, construction, design -build, and right of way activities related to the 1-15 Express Lanes projects; • $38,389,000 for construction, design -build, and right of way activities related to the 15/91 Express Lanes Connector project; • $13,439,000 for engineering related to the 1-15 Express Lanes -Southern Extension project; • $4,999,500 for engineering and construction related tothe 1-15 Corridor Operations project, including the interim project; • $448,700 for right of way support services, engineering, and construction related to the 1-15/Railroad Canyon Interchange project; • $66,221,900 for engineering, right of way activities, and construction related to the 71/91 Connector project; • $19,642,400 for right of way activities and construction related to the Western County SB 132 projects for which the Commission is not the lead agency; • $6,756,700 engineering and right of way activities related to the Santa Ana River Trail Extension projects for which the Commission is the lead agency for the Riverside County Regional Park and Open Space District; • $1,205,300 for engineering and right of way for the I-10/Highland Springs interchange; • $1,147,500 for engineering, construction and right of way related to the SR -60 Truck Lanes project; • $16,180,000 of engineering and construction related to the smart freeways project; • $193,544,800 for various Western County Measure A and TUMF regional arterial projects; • $33,694,700 for engineering, construction, and right of way acquisition/support services for the Mid County Parkway projects; and • $29,112,800 for engineering, construction, and right of way activities for various rail station upgrades. Distributions to the local jurisdictions for local streets and roads are budgeted at $84,545,100. Budgeted expenditures related to funding of public bus transit operations and capital projects in the County aggregate $252,272,300. Debt service costs are $91,416,200, or 9% of the budget. While capital and operating grants and contributions continue to be an important source of funding for Commission capital projects, they only represent 27% of total revenues as of June 30, 2023. General revenues along with charges for services represent the majority of revenues at 73%. Specifically, the increase in this revenue source is reflected in higher than anticipated sales tax and strong management of the Commission's express lanes via the receipt of higher than projected toll revenues. While the transportation needs for the 20 64 County continue to remain high, the Commission is poised to leverage its recent strong financial performance to meet its debt covenants and deliver on the projects outlined in the Measure A ordinance. The Commission continues to study alternative financing alternatives such as tolled express lane facilities and federal financing programs to support the delivery of 2009 Measure A projects. Contacting the Commission's Management This financial report is designed to provide a general overview of the Commission's finances for all those with an interest in the government's finances and to show the Commission's accountability for the money it receives. Questions concerning any of the information provided in this report or requests for additional information should be addressed to the Chief Financial Officer, Finance Department at the Riverside County Transportation Commission, 4080 Lemon Street, 3rd Floor, P.O. Box 12008, Riverside, California 92502-2208. Freeway Service Patrol 65 RIVERSIDE COUNTY TRANSPORTATION COMMISSION 22 66 1-215 Placentia Interchange 67 RIVERSIDE COUNTY TRANSPORTATION COMMISSION Riverside County Transportation Commission Statement of Net Position June 30, 2023 Governmental Business -type Activities Activities Total Assets Cash and investments $ 1,084,916,744 $ 78,320,067 $ 1,163,236,811 Receivables: Accounts 173, 002, 080 5,580,2M 178, 582, 328 Violations - 33,668 33,668 Advancesto other governments 15,469, 941 - 15,469,941 Interest 17, 994, 598 1,552,938 19, 547, 536 Leases 2,321,702 291,175 2,612,877 Internal balances 33,358,175 (33,358,175) - Due from other governments 234,345 - 234,345 Prepaid expensesand other assets 1,877,579 280,668 2,158, 247 Restricted cash and investments 26, 094, 316 173, 673, 879 199, 768,195 Net other post -employment benefitsassets 622,475 82,125 704,600 Capital assets not being depredated 504, 689, 862 25, 725, 838 530,415,700 Capital assets, net of accumulated depreciation and amortization 236,479,029 580,737,813 817,216,842 Intangible right to use lease asset, net of amortization 2,678,517 2,678,517 Intangible right to use subscri pti on ITasset, net of amortization 902,125 902,125 Total assets 2,100, 641,488 832, 920, 244 2, 933, 561,732 Deferred outflows of resources Loss on refunding of bonds 28,91Z 798 14, 237,108 43,149, 906 Pension related 8,112, 517 1,070,321 9,182, 838 Other post -employment benefits related 1,812,030 239,070 2,051,100 Total deferred outflows of resources 38, 837, 345 15, 546,499 54,383,844 Total assets and deferred outf I ows of resources 2,139,478,833 848,466,743 2,987,945,576 liabilities Accounts paya bl e 71, 762, 407 11, 642, 456 83, 404, 863 Interest payable 3,079,003 3,550,248 6,629,251 Otherliabilities 4,769,209 699,274 5,468,483 Long-term liabilities: Due within one year- bonds, leases, subscri ptions, and com pensated a bsences 43, 013, 742 2,642, 026 45, 655, 768 Due in more tha n one year Net pension liabilities 1,650,549 217,764 1,868,313 Bonds, loans, leases, a nd com pensated absences 750,877,201 899,451,977 1,650,329,178 Total liabilities 875,152,111 918, 203, 745 1, 793, 355, 856 Deferred inflows of resources Pension related Leases Other post -employment benefits related Total deferred inflows of resources Total liabilitiesanddeferred inflowsof resources Net position Net investment (defict) i n capital assets Restricted for: Other post -employment benefits Bicydaand pedestrian fad lHies CETAP Commuter assistance Commuter rail Debt service Highways Motorist assistance Expresslanes Planning and programming Regional arterials Regional conservation Transit and spedal ized transportation Unrestricted(deficit) Total net position See notesto basicfinandal statements 2,681,898 2,254,532 467,077 5,403,507 880, 555, 618 353,835 281,812 61,623 3,035,733 2,536,344 528,700 697,270 6,100, 777 918, 901, 015 1, 799, 456, 633 483, 304, 687 (176, 735, 962) 306, 568, 725 1,967,428 259,572 2,227,000 9,475,739 9,475,739 70,900,091 70,900,091 22, 566,548 - 22, 566, 548 83, 456, 024 - 83, 456, 024 11,871,675 - 11,871,675 380,100, 982 - 380,100,982 13,341,945 13,341,945 106, 042,118 106,042,118 8,661,106 8,661,106 179,711,036 - 179,711,036 1,030 - 1,030 503, 717, 557 - 503, 717, 557 (510,152,633) (510,152,633) 1,258,923,215 $ (70,434,272) $ 1,188,488,943 24 68 Riverside County Transportation Commission Statement of Activities Year Ended June 30, 2023 Program Revenues Net(Expense) Revenue and Changes in NetPosition Charges for Operating Grants Capital Grants Govemmental Business -type Functions/Programs Expenses Services and Contributions and Contributions Activities Activities Pri mary Government Governmental Activities: General government $ 3,381,001 $ Bicycle and pedestrianfad lities 2,578,177 CETAP 1,046,199 Commuter assistance 4,187, 763 Commuter rail 58,899, 642 Highways 177,171,636 Local streets and roads 87,229,315 Motorist assistance 4,606,991 Planning and programming 8,099,856 Regional arterials 8,157, 544 Regional conservation 10,243,763 Transit and special ized transportati on 134,722,572 Interest expense 29,443, 644 Total governmental activities 529,768,103 Total 15 $ $ - $ (3,380,986) $ $ (3,380,986) (2,578,177) - (2,578,177) 16,507,426 - 15,461,227 - 15,461,227 4,278,521 90,758 - 90,758 314,628 4,506,768 11,649,788 (42,428,458) - (42,428,458) 6,666,681 145,905,043 (24,599,912) (24,599,912) - (87,229,315) (87,229,315) 5,163,782 - 556,791 556,791 2,978,987 (5,120,869) - (5,120,869) 17, 225, 315 684,452 9,752,223 - 9,752,223 8,474,565 (1,769,198) - (1,769,198) 15,756,217 (118,966,355) - (118,966,355) (29,443,644) - (29,443,644) 314,643 81,558,262 158,239,283 (289,655,915) - (289,655,915) Busi ness-type Activities: RCTC91Express lanes 73,232,775 73,335,918 - - - 103,143 103,143 15Expresstanes 29,329,925 39,371,149 - - - 10,041,224 10,041,224 Total Business -type activities 102,562,700 112,707,067 - - - 10,144,367 10,144,367 Total Primary Government $ 632,330,803 $ 113,021,710 $ 81,558,262 $ 158,239,283 (289,655,915) 10,144,367 (279,511,548) See notestobasicfinancial statements General Revenues: Measure A sa I es taxes 287, 428, 762 287, 428, 762 Transportati on Devel opment Actsal estaxes 197,891,127 197,891,127 Unrestricted i nvestment earnings 25,402,156 5,985,986 31,388,142 Other m i scel I a neous reveue 2,477,425 2,477,425 Transfers 45,694,519 (45,694,519) Total general revenuesand transfers 558,893,989 (39,708,533) 519,185,456 Change in net position 269,238,074 (29,564,166) 239,673,908 Net posi ti on (defi d t) at beginning of year 989,685,141 (40,870,106) 948,815,035 Net position (defidt) at end of year $ 1,258,923,215 $ (70,434,272) $ 1,188,488,943 25 69 Riverside County Transportation Commission Balance Sheet -Governmental Funds June 30, 2023 Major Funds Special Revenue General Transportation MeasureA MeasureA Uniform Local State Westem Coachella Mitigation Transportation Transit County Valley Fee Fund Assistance 58132 Assets Cashandinvestments $ 12,016,655 $ 369,783,953 $ 96,845,437 $ 139,921,289 $ 301,716,823 $ 132,737,758 $ Receivables Accounts 7,165, 495 93,848,197 9,782,995 10,465,104 32, 272, 361 9,675,159 3,843,106 Advances - - - - Interest 427,409 6,223,895 1,459,588 2,111,831 4,459,925 1,994,314 733,822 Leases 2,104,852 216,850 - Duefromotherfunds 21,075,415 893,021 140,418 38,955 - - 23,292,170 Advancesto other funds 11,727,273 Prepaid expendituresand other assets 541,973 1,334,576 Restricted cash and i nvestments Total assets $ 41,226,947 $ 485,915,767 $ 108,228,438 $ 152,754,029 $ 338,449,109 $ 144,407,231 $ 27,869,098 liabi I iti es, deferred i nfl ows of resources, and fund balances liabilities Accountspayable $ 3,735,107 $ 38,385,782 $ 11,408,939 $ 3,714,179 $ 1,255,284 $ 1,496,198 $ 9,719,125 Advancespayable - - Duetootherfunds 7,872 1,394,342 609,196 560,510 616,900 752,484 17,146,308 0therliabilities 383,817 1,333,795 Total liabilities 4,126,796 41,113,919 12,018,135 4,274,689 1,872,184 2,248,682 26,865,433 Deferred i nflowsof resources Leases 2,045,929 208,603 Unavailable revenues - 4,601,791 Total deferred inflows of resources - 6,647,720 - 208,603 Fund balances Nonspendable Prepaid amounts 541,973 1,334,576 - - - - - Rest ri ded for Bicycle andpedestrianfacilities - - 9,475,739 - - CETAP - - 70,900,091 - - Commuter assistance 22,565,325 - - - Commuter rail 25,358,317 55,745,859 - - - - - Debtservice - - - - Highways - 236,145,584 94,437,122 - - 1,003,665 Motori st assi sta nce - - Planningandprogramming 8,631,578 - - - Regional arterials 102,340,390 - 77,370,646 - - Transit and sped alizedtransportation 20,022,394 1,773,181 327,101,186 142,158,549 - Assigned General government 2,568,283 - - - - - - Unassigned - - - Totalfundbalances 37,100,151 438,154,128 96,210,303 148,270,737 336,576,925 142,158,549 1,003,665 Total liabilities, deferred i nfl ows of resources, and fund balances $ 41,226,947 $ 485,915,767 $ 108,228,438 $ 152,754,029 $ 338,449,109 $ 144,407,231 $ 27,869,098 See notesto basicfinancial statements 26 70 Riverside County Transportation Commission Balance Sheet - Governmental Funds, Continued June 30, 2023 Major Funds Capital Projects Assets Cash and investments Receivables Accounts Advances Interest Leases Due from other funds Advancesto otherfunds Prepaid expenditures and other assets Restricted disband investments Total assets Liabilities, deferred inflows of resources, andfundbalances Liabilities Accountspayable Advancespayable Due tootherfunds 0therliabilities Total liabilities Com mercial Paper Bonds Other Non m ajor Debt Governmental Service Funds Total 425, 254 $ 66,504 $ 4,544,533 13, 360,187 2,109, 754 26,673 43,674 82,751 434,145 67,894 18, 709, 507 7,384,809 $ 26,858,538 $ 1,084,916,744 5,949,663 173, 002, 080 15,469,941 430,716 17,994,598 2,321,702 283,330 46, 225, 348 11,727,273 1,030 1,877,579 26, 094, 316 $ 14,246,259 $ 20,997,333 $ 12,012,093 $ 33,523,277 $ 1,379,629,581 853,527 2,727,273 120,232 140,418 $ 2,047,793 $ 71, 762, 407 639,143 2,549,558 2,727,273 21,867,173 5,240,929 853,527 2,847, 505 140,418 5,236,494 101, 597, 782 Deferred i nfl owsof resources Leases - - - 2,254,532 Unavailable revenues - - - 13,245 4,615,036 Total deferred i nfl ows of resources - - - 13,245 6,869,568 Fund balances Nonspendable Prepaid amounts 1,030 1,877,579 Restrictedfor Bicydeandpedestrianfadlities - - - - 9,475,739 CETAP - - - - 70,900,091 Commuter assistance - - 22, 565, 325 Commuter rail - - - 2,257,390 83,361,566 Debt service 11,871,675 - 11,871,675 Highways 13,392,732 18,149,828 363,128,931 Motorist assistance - - 13, 328, 700 13, 328, 700 Planningandprogramming - - - 28,174 8,659,752 Regional arterials - - - 179,711,036 Transit and sped a I i zed tra nsportati on - - - 12,661,636 503,716,946 Assigned General government - 2,568,283 Unassigned (3,392) (3,392) Total fund balances 13,392,732 18,149,828 11,871,675 28,273,538 1,271,162,231 Total I i abi I iti es, deferred i nfl ows of resources, and fund balances $ 14,246,259 $ 20,997,333 $ 12,012,093 $ 33,523,277 $ 1,379,629,581 See notesto basicfinandal statements 27 71 (,;�rr,irl r'Mld rr ilrt tiblb 28 72 Riverside County Transportation Commission Reconciliation of the Balance Sheet of Governmental Funds to the Statement of Net Position June 30, 2023 Total fund balances - Governmental funds page 27 $ 1,271,162,231 Amounts reported forgovernmental activities in thestatementof net position page24 aredifferentbecause: Amounts duefromother governments arenotan availableresourceand therefore, are not reported in thefunds. Deferred outflows of pension resources arenotavailableto payforcurrent-period expenditures and, therefo re, are not reported in thefunds. Deferred inflows of pension resources arenotdueand payable in thecurrentperiod and, therefore, are not reported in thefunds. Deferred outflows of otherpost-employment benefits resources arenotavailableto payforcurrent-period expenditures and, therefore, are not reported in the funds. 1,812,030 234,345 8,112,517 (2,681,898) Deferred inflows of otherpost-employment benefits resources are notdueand payablein thecu rrent period and, therefo re, are not reported in thefunds. (467,077) Capital and rightto useleased and subscriptions assets, less related accumulated depreciation and amortization, used in governmental activities arenot financial resources and therefo reare not reported in thefunds. Certain revenues arenotavailableto payforcurrentperiod expenditures and, therefore, are reported as deferred inflows of resources in thefunds. Interest payableon long-term debtoutstanding is notdueand payableinthecurrentperiod and thereforeis not reported in thefunds. Net otherpost-em ploymentasset is not reported in thefunds. Net pension liabilities are not reported in thefunds. Long-term liabilities arenotdueand payablein thecurrentperiod and thereforearenot reported in thefunds. Those liabilities consist of: 744,749,533 5,086,756 (3,079,003) 622,475 (1,650,549) Compensated absences (1,302,661) Intangiblerightto useleaseand subscription IT assets (3,713,036) Sales tax bonds payable (715,915,000) Loss on refunding of sales tax bonds 28,912,798 Premium on sales tax revenuebonds payable (72,960,246) Net adj u stm ent (764,978,145) Net position of governmental activities page 24 $ 1,258,923,215 Seenotes to basic financial statements 29 73 Riverside County Transportation Commission Statement of Revenues, Expenditures and Changes in Fund Balances -Governmental Funds Year Ended June 30, 2023 MajorFunds Special Revenue Revenues Sal es taxes Transportati on U niform Mitigation Fee Intergovernmental Investment income Other Total revenues Expenditures Current: General Transportation MeasureA MeasureA Uniform Local State Westem Coachella Mitigation Transportation Transit County Valley Fee Fund Assistance SB132 230, 590, 476 $ 55, 658, 839 $ $ 156, 282, 435 $ 37, 244, 079 8 34, 416, 894 - 5,225,498 61, 730, 536 15,438,482 99, 942, 971 725,357 7,059,918 1,958,771 2,860,762 5,616,669 2,874,905 1,003,838 1,718 3,530,551 22,916 5,125 963,200 5,952,573 302,911,481 57,617,610 37,300,572 177,337,586 40,124,109 101,910,009 General government - 336,045 - 12,000 - - Bicydeandpedestrianfacilities - - 2,578,177 - - CETAP - - 1,011,752 - Commuter assistance 4,030,094 - - - - - Commuter rail 30,738,018 19, 310, 998 - - Highways - 85,048,360 15,327,959 - - 154,469,677 Local streetsandroads - 66,569,274 19,480,594 - Motorist assistance - - Planningandprogramming 3,972,025 - 1,415,000 - Regional arterials 4,626,056 - 3,466,066 - Regional conservation - - Transitandspedalizedtransportation 911,442 7,100,026 11,082,712 85,870,179 25,904,190 Total programs 35,621,485 187,020,853 45,891,265 4,477,818 89,875,356 25,904,190 154,469,677 Debt service: Prindpal 787,736 22,361 - - - - Interest 48,534 559 - - - - Total debt service 836,270 22,920 Capital outlay 101,042 4,763,984 Total expenditures 36,558,797 191,807,757 - 45,891,265 - 4,477,818 - 89,875,356 25,904,190 154,469,677 Excess(defi deny) of revenuesover (under) expenditures (30,606,224) 111,103,724 11,726,345 32,822,754 87,462,230 14,219,919 (52,559,668) 0therfi nand ng sources( uses): Transfersin 31,925,738 15,103,584 140,418 70,362 53,949,156 Transfers out (7,873) (67,493,371) (3,974,572) (27,740,200) (3,716,784) Total other fi nand ngsources(uses) 31,917,865 (52,389,787) 140,418 (3,904,210) (27,740,200) (3,716,784) 53,949,156 Net change in fund balances Fund balancesat beginning of year Fund balancesat end of year See notesto basicfinandal statements 1,311,641 35, 788, 510 58, 713, 937 379,440,191 11,866, 763 84,343,540 28, 918, 544 119, 352,193 59, 722, 030 10, 503,135 276,854,895 131,655,414 1,389,488 (385,823) $ 37,100,151 $ 438,154,128 $ 96, 210, 303 $ 148, 270, 737 $ 336, 576, 925 $ 142,158, 549 $ 1,003,665 30 74 Riverside County Transportation Commission Statement of Revenues, Expenditures and Changes in Fund Balances - Governmental Funds Year Ended June 30, 2023 MajorFunds Capital Projects Commercial Paper Bonds Other Nonmajor Debt Govemmental Service Funds Total Revenues Sal es taxes $ - $ - $ - $ 5,544,060 $ 485,319,889 Transportation Uniform Mitigation Fee - - 34,416,894 Intergovernmental 2,812,132 15,873,944 201,023,563 Investment income 971,537 805,556 973,150 619,793 25,470,256 Other 4,523,510 Total revenues 971,537 805,556 - 3,785,282 22,037,797 750,754,112 Expenditures Current: General government - - - - 348,045 Bicycle and pedestrianfad lities - - 2,578,177 CETAP - - 1,011,752 Commuter assistance - - - - 4,030,094 Commuter rail - - - 283,331 50, 332, 347 Highways - - - 254,845,996 Local streets androads - 1,179,447 87,229,315 Motorist assistance - - 4,507,515 4,507,515 Planning and programming - - - 1,901,795 7,288,820 Regional arterials - - - 8,092,122 Regional conservation - - - 8,476,417 8,476,417 Transit and spedalizedtransportation - - - 3,554,081 134,422,630 Total programs - - - - 19,902,586 563,163,230 Debt service: Prindpal - - 31,405,000 - 32,215,097 Interest - - 38,150, 288 - 38,199, 381 Total debt service - - - 69,555,288 - 70,414,478 Capital outlay - 4,865,026 Total expenditures - - - - 69,555,288 - 19,902,586 638,442,734 Excess(defi ci ency) of revenues over (under) expenditures 971,537 805,556 - (65,770,006) 2,135,211 112,311,378 Other fi nanci ng sources (uses): Transfersin 69,526,935 3,083,330 173,799,523 Transfers out (2,622,091) (8,232,435) (2,952,550) (2,855,000) (119,594,876) Total other fi nanci ng sources (uses) (2,622,091) (8,232,435) - 66,574,385 228,330 54,204,647 Net change i nfund balances (1,650,554) (7,426,879) - 804,379 2,363,541 166,516,025 Fund balancesat begi nning of year 15,043,286 25,576,707 11,067,296 25,909,997 1,104,646,206 Fundbalancesatendofyear $ 13,392,732 $ 18,149,828 # $ 11,871,675 $ 28,273,538 $ 1,271,162,231 See notesto basicfinandal statements 31 75 Riverside County Transportation Commission Reconciliation of the Statement of Revenues, Expenditures and Changes in Fund Balances of Governmental Funds to the Statement of Activities Year Ended June 30, 2023 Net change in fund balances - Total governmental funds page 31 $ 166,516,025 Amounts reported forgovernmental activities in thestatementofactivities page25 aredifferent because: Governmental funds repo rt capital outlays as expenditures. However, in thestatement of activities, thecostof thoseassets is allocated overits estimated useful lives and reported as depreciation expense. Theadjustmentcombinesthenetchanges ofthefollowing amounts: Capital outlay 89,320,442 Depreciation expense (12,960,297) Net adj ustm ents 76,360,145 Intangiblerightto use leased assets amortization (648,854) Intangiblerightto usesubscription IT assets amortization (222,992) Revenues in thestatementof activities thatdo notprovidecurrentfinancial resources are not reported as revenues in thefunds. 2,557,549 Theissuanceoflong-term debt(e.g., bonds)provides currentfinancial resources to governmental funds, whiletherepaymentoftheprincipal of long-term debt consumesthecurrentfinancial resources of governmental funds. Neithertransaction, however, has anyeffecton net position. Also, g overnmental funds reportthe effectof premiums, discounts, and similaritemswhen debt is first issued, whereastheseamounts aredeferred and amortized in thestatementofactivities. The adjustmentcombinesthenetchanges ofthefollowing amounts: Principal payments forsales tax revenue refunding bonds 11,430,000 Principal paymentfo rsales tax revenue bo nds 19,975,000 Amortization of sales tax revenue bonds premium 10,458,493 Amortization of loss on 20176 Refunding Bonds (1,807,050) Changein accrued interest 104,295 Principal paymentforintangiblerightto useleaseassets 599,606 Principal paymentforintangiblerightto usesubscription IT assets 210,491 Net pension liability (7,378,304) Pension changein deferred outflows of resources (1,792,060) Pension changein deferred inflows of resources 1,320,485 Net otherpost-employment benefits asset (1,703,701) Otherpost-employment benefits changein deferred outflows of resources 822,174 Otherpost-employment benefits changein deferred inflows of resources 1,072,929 Netadjustments 33,312,358 Someexpenses reported in thestatementof activities do not requiretheuseof currentfinancial resources and thereforearenot reported as expenditures in governmental funds. Theadjustmentcombinesthenetchanges ofthecompensated absences. (126,028) Theeffectofcontributions and transfers between theGovernmental and Business-typeactivities. Contribution of capital and intangibleassets (8,510,129) Change in net position of governmental activities page 25 $ 269,238,074 Seenotes to basic financial statements 33 77 Riverside County Transportation Commission Statement of Net Position Proprietary Fund June 30, 2023 Business -Type Activities RCTC 91 Express Lanes Enterprise 15 Express Lanes Fund Enterprise Fund Total Assets Currentassets: Cash and investments $ 74,321,586 $ 3,998,481 $ 78,320,067 Receivables Accounts 2,500,377 3,079,871 5,580,248 Interest 1,448,791 104,147 1,552,938 Lease 45,948 45,948 Violations 33,668 - 33,668 Duefrom Enterprisefunds 9,364 9,364 Prepaid expenses 137,697 142,971 280,668 Total current assets 78,442,119 7,380,782 85,822,901 Noncurrentassets: Restricted cash and investments Lease receivabl e Other post -employment benefits assets Capital assets, net: Nondepreciable Depreciableand amortizable Total noncurrentassets Total assets 94,326,728 79,347,151 173,673,879 245,227 245,227 54,302 27,823 82,125 25,114,083 224,618,462 344,113, 575 422,555,694 611,755 25,725,838 356,119,351 580,737,813 436,351,307 780,464,882 443,732,089 866,287,783 Deferred outflows of resources Pension benefits 707,709 362,612 1,070,321 Other post -employment benefits 158,076 80,994 239,070 Refunding bonds 14,237,108 - 14,237,108 Total deferred outflows of resources 15,102,893 443,606 15,546,499 Total assets and deferred outflows of resources 437,658,587 444,175,695 881,834,282 Liabilities Current liabilities: Accounts payable 9,276,311 2,366,145 11,642,456 Interest payable 1,852,837 1,697,411 3,550,248 Dueto Commission funds 24,247,520 110,655 24,358,175 Dueto Enterprisefunds 9,364 9,364 Other liabilities 536 698,738 699,274 Compensated absences liability 69,199 35,452 104,651 Bonds payable- due in less than oneyear 2,537,375 2,537,375 Total current liabilities 37,993,142 4,908,401 42,901,543 Noncurrent liabilities: Net pension liabilities 143,988 73,776 217,764 Compensated absences liability 44,493 22,795 67,288 Advancefrom otherCommission fund - 9,000,000 9,000,000 Bonds payable-duein morethan oneyear 732,354,334 167,030,355 899,384,689 Total noncurrent liabilities 732,542,815 176,126,926 908,669,741 Total liabilities 770,535,957 181,035,327 951,571,284 Deferred inflows of resources Pension benefits 233,960 119,875 353,835 Other-postemploymentbenefits 40,746 20,877 61,623 Lease revenues - 281,812 281,812 Total deferred inflows of resources 274,706 422,564 697,270 Total liabilities and deferred inflows of resources 770,810,663 181,457,891 952,268,554 Net position Net investment(deficit) in capital assets (381,252,809) 204,516,847 (176,735,962) Restricted forotherpost-employmentbenefits 171,632 87,940 259,572 Restricted fo rto I I operations 47,929,101 58,113,017 106,042,118 Total net position (deficit) $ (333,152,076) $ 262,717,804 $ (70,434,272) See notes to basic financial statements 34 78 Riverside County Transportation Commission Statement of Revenues, Expenses and Changes in Fund Net Position Proprietary Fund For the Year Ended June 30, 2023 Business -Type Activities Operating revenues Tolls, penalties, and fees RCTC 91 Express Lanes Enterprise Fund 15 Express Lanes Enteprise Fund Total $ 73,335,918 5 39,371,149 $ 112,707,067 Operating expenses Managementand operational services 11,153,921 9,729,858 20,883,779 Administrative overhead 1,759,600 337,800 2,097,400 Otheroperating expenses 26,681,088 191,108 26,872,196 Professional services 1,159,216 466,264 1,625,480 General and administrativeexpenses 1,592,122 896,386 2,488,508 Depreciation and amortization 6,271,563 12,652,913 18,924,476 Total operating expenses 48,617,510 24,274,329 72,891,839 Operating income 24,718,408 15,096,820 39,815,228 Nonoperating revenues (expenses) Investmentearnings (loss) 4,391,910 1,594,076 5,985,986 Interest expense (24,612,767) (5,055,596) (29,668,363) Capital expenses (2,498) (2,498) Total nonoperating revenues(expenses) (20,223,355) (3,461,520) (23,684,875) Incomebeforecontributions and transfers 4,495,053 11,635,300 16,130,353 Contributions from othergovern mental funds 7,246,775 1,263,354 8,510,129 Transfers in from othergovernmental funds - 177,116 177,116 Transfers in from otherEnterprisefunds 43 - 43 Transfers to otherEnterprisefunds (43) (43) Transfers to othergovern mental funds (54,381,764) - (54,381,764) Total contributions and transfers (47,134,946) 1,440,427 (45,694, 519) Changein net position (42,639,893) 13,075,727 (29,564,166) Net position(deficit)atbeginningofyear (290,512,183) 249,642,077 (40,870,106) Net position(deficit)atendofyear $ (333,152,076) $ 262,717,804 $ (70,434,272) See notes tobasic financial statements 35 79 Riverside County Transportation Commission Statement of Cash Flows Proprietary Fund For the Year Ended June 30, 2023 Cash flows from operating activities Receipts from customers and users Payments to vendors Payments to employees Payments for RCTC interfund services used Reimbursements received forleasecosts Netcash provided by operating activities Cash flows from noncapitalfinancing activities Transfers ofsurplusfundsto governmental activities Transfers from governmental activities foroperations and maintenance Net cash used fo rno ncapital financing activities Cash flows from capital and related financing activities Interest paid on long-term debt Acquisition of capital assets Paymentforacquisition of capital asset Net cash usedforcapital and related financing activities Cash flows from investing activities Interest Net cash provided by investing activities Netincreasein cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year Reconciliation of cash and cash equivalents to statement of net position Cash and investments Add: fairvalueadjustment Restricted cash and investments Total cash and cash equivalents See notes to basic financial statements RCTC 91 Express Lanes Enterprise Fund $ 69,746,783 (34,870,474) (1,077,086) (1,099,448) 32,699,775 (30,669,088) (30,669,088) (22,201,017) (2,739,025) (24,940,042) 3,075,499 3,075,499 (19,833,856) 190,032,778 15 Express Lanes Enterprise Fund $ 35,225,381 (3,994,037) (556,301) (331,600) 50,040 30,393,483 335,158 335,158 (3,966) (3,966) 1,385,014 1,385,014 32,109,689 51,315,666 Total $ 104,972,164 (38,864,511) (1,633,387) (1,431,048) 50,040 63,093,258 (30,669,088) 335,158 (30,333,930) (22,201,017) (2,739,025) (3,966) (24,944,008) 4,460,513 4,460,513 12,275,833 241,348,444 $ 170,198,922 $ 83,425,355 $ 253,624,277 $ 74,321,586 1,550,608 75,872,194 94,326,728 $ 3,998,481 79,723 4,078,204 79,347,151 78,320,067 1,630,331 79,950,398 173,673,879 $ 170,198,922 $ 83,425,355 $ 253,624,277 36 80 Riverside County Transportation Commission Statement of Cash Flows, Continued Proprietary Fund For the Year Ended June 30, 2023 Reconciliation of operating incometo netcash provided by(used fo r)operating activities Operating income Adjustments to reconcileoperating incometo netcash provided by(usedfor)operating activities Depreciation and amortization expense (Increase) Decrease i n violations receivables (I ncrease) Decrease i n other receivables, net (Increase)Decreasein prepaid assets Increase(Decrease) in pension and other-postemploymentbenefits liabilities, netofdeferred items Increase(Decrease)in lease receivable, net of deferred items Increase(Decrease) in accounts payable Increase(Decrease) in dueto otherfunds Increase(Decrease) in compensated absences liability Increase(Decrease) in otherliabilities Total adjustments Net cash provided byoperating activities Noncash capital, financing and investing activities Amortization of bond premium Amortization of loss on bond refunding Accreted and compounded interest long-term debt Compounded intereston advancefrom otherCommission funds Net increase(decrease) in thefairvalueof investments Contribution of capital and intangibleassetsfrom governmental activities Transferin of accrued investmentincomefrom otherCommission funds See notes to basic financial statements RCTC 91 Express Lanes Enterprise Fund 15 Express Lanes Enterprise Fund Total 24,718,408 $ 15,096,820 $ 39,815,228 6,271,563 10,198 (75,839) 20,096 472,182 (1,387,424) 95,042 28,314 7,981,367 $ 32,699,775 12,652,913 2,823,119 50,400 330,306 (9,216) (885,541) 9,221 6,758 318,703 15,296,663 18,924,476 10,198 2,747,280 70,496 802,488 (9,216) (2,272,965) 104,263 35,072 318,703 23,278,030 $ 30,393,483 $ 63,093,258 2,537,375 $ - $ 2,537,375 (547,581) (547,581) 4,394,620 4,644,502 9,039,122 400,253 400,253 169,727 (79,723) 90,004 7,246,775 1,263,354 8,510,129 177,116 177,116 37 81 Riverside County Transportation Commission Notes to Basic Financial Statements June 30, 2023 Note 1. Summary of Significant Accounting Policies Reporting entity: The Riverside County Transportation Commission (Commission) was formed in 1976 under Division 12 (commencing with Section 130000) of the California Public Utilities Code (PUC).The Commission is a special district governed by a 34 member board of commissioners (Board) consisting of one representative from each city in the county, all five county supervisors, and one nonvoting state representative. The Commission provides short-range transportation planning and programming for Riverside County (County), which includes the administration of the Local Transportation Fund (LTF) and the State Transit Assistance (STA) programs created under the Transportation Development Act (TDA) by the State of California (State). The LTF is administered by the Commission on behalf of the County. The purpose of this program is to allocate funds for public transportation needs, local streets and roads, bicycle and pedestrian facilities, and multimodal transportation terminals. The STA program allocates funds for public transportation purposes to those geographic areas with special public transportation needs, which cannot be met otherwise. On November 8, 1988, the Commission was empowered by the voters of the County, under Ordinance No. 88-1 (1989 Measure A), to collect a one-half of one percent sales tax for the purpose of improving the transportation system of the County. Measure A was enacted, in part, pursuant to the provisions of Division 25 (commencing with Section 240000) of the California Public Utilities Code and Section 7252.22 of the Revenue and Taxation Code. On November 12, 2002 Riverside County's voters approved a 30 -year renewal of Measure A under Ordinance No. 02 001 (2009 Measure A). The voter action ensured the replacement of the 1989 Measure A program when it expired in 2009 with a new 30 -year program that continues funding transportation improvements until June 2039. In connection with the 2009 Measure A program, the County and cities in the Western County area implemented a Transportation Uniform Mitigation Fee (TUMF) program to fund a regional arterial system to handle the traffic demands in the Western Riverside County (Western County) area as a result of future development. Under the 2009 Measure A program, the Commission shall receive the first $400 million of TUMF revenues to fund the regional arterial projects and new Community Environmental Transportation Acceptability Process (CETAP) corridors included in the 2009 Measure A Transportation Improvement Plan. Under the Memorandum of Understanding (MOU), the majority of net revenues are allocated in equal amounts to the Commission for regional arterial projects and to Western Riverside Council of Governments (WRCOG) for local arterial projects; a small percentage is allocated for public transit. In September 2008, the Commission approved an amendment to the MOU whereby the $400 million cap was lifted and the Commission will continue to receive its share of TUMF revenues indefinitely. In August 2008, the State amended the Commission's authority under the PUCto include authorization to set, levy and collecttolls, user fees, or other similar charges, payable for use of the toll lanes and other facilities on the portion of State Highway Route 91 (SR -91) between the Orange County and Riverside County line to the west and Interstate 15 (1-15) to the east and to issue bonds or other obligations payable from the proceeds of such tolls and other revenues that are pledged. In March 2017, the Commission achieved substantial completion of the SR -91 corridor improvement project (91 Project) and opened the RCTC 91 Express Lanes. In September 2008, the State amended the Commission's authority under the State's Streets and Highways Code (Sections 149.7 through 149.8) to include authorization 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 1-15 corridor in Riverside County and to issue bonds or other obligations payable from the proceeds of such tolls and other revenues that are pledged. The Commission commenced the design -build phase of the 1-15 Express Lanes project in 2017; in April 2021, the Commission achieved substantial completion of the 1-15 Express Lanes project and opened the 15 Express Lanes. 38 82 Riverside County Transportation Commission Notes to Basic Financial Statements June 30, 2023 Note 1. Summary of Significant Accounting Policies, Continued Accounting principles generally accepted in the United States require that the reporting entity include the primary government, organizations for which the primary government is financially accountable, and other organizations for which the nature and significance of their relationship with the primary government are such that exclusion would cause the reporting entity's financial statements to be misleading or incomplete. The basic financial statements include all funds of the Commission including those of the Service Authority for Freeway Emergencies (SAFE), a component unit, for which the Commission is considered financially accountable. SAFE was created under Chapter 14 (commencing with Section 2550) of Division 3 of the California Streets and Highways Code and Sections 2421.5 and 9250.1 of the Vehicle Code. SAFE receives monies from fees levied on registered vehicles to be used to implement and maintain an emergency motorist aid system, as specified, on portions of the California Freeway and Expressway System in the County. The governing body of SAFE is substantially identical to that of the Commission, and management of the Commission has operational responsibility for SAFE. SAFE is presented as a special revenue fund. Separate financial statements are not issued for SAFE. During the year ended June 30, 2023, the Commission adopted Governmental Accounting Standards Board (GASB) Statement No. 91, Conduit Debt Obligation became effective but did not have an impact to these financial statements. During the year ended June 30, 2023, GASB Statement No. 94, Public -Private and Public -Public Partnerships and Availability Payment Arrangements became effective but did not have an impact to these financial statements. During the year ended June 30, 2023, the Commission adopted GASB Statement No. 96, Subscription - Based Information TechnologyArrangements. During the year ended June 30, 2023 GASB Statement No. 99, Omnibus 2022 (The requirements related to leases, PPPs, and SBITAs are effective for fiscal years beginning after June 30, 2022, and all reporting periods thereafter.) became effective but did not have an impact to these financial statements. There are many other governmental agencies, including the County of Riverside, providing services within the area served by the Commission. These other governmental agencies have independently elected governing boards and consequently are not under the direction of the Commission. Financial information for these agencies is not included in the accompanying financial statements. Basis of presentation: The Commission's basic financial statements consist of government -wide financial statements, including a statement of net position and a statement of activities, and fund financial statements which provide a more detailed level of financial information. Government -wide statements: The statement of net position and the statement of activities report information on all of the activities of the Commission. The effect of interfund activity has been removed from these statements; however, interfund services provided and used are not eliminated in consolidation. These statements report governmental activities, which normally are supported by taxes and intergovernmental revenues, and are reported separately from business -type activities, which rely to a significant extent on charges and fees for services. The statement of activities demonstrates the degree to which the program expenses of a given function are offset by program revenues. Program expenses include direct expenses, which are clearly identifiable with a specific function, and allocated indirect expenses. Program revenues include 1) charges to customers or applicants who purchase, use, or directly benefit from goods, services, or privileges provided by a given function and 2) grants and contributions that are restricted to meeting the operational or capital requirements 39 83 Riverside County Transportation Commission Notes to Basic Financial Statements June 30, 2023 Note 1. Summary of Significant Accounting Policies, Continued of a particular function. Taxes and other internally dedicated resources, which are properly not included among program revenues, are reported instead as general revenues. Fund financial statements: The fund financial statements provide information about the Commission's governmental and proprietary funds; the Commission has no fiduciary funds. The emphasis of fund financial statements is on major governmental and proprietary funds, each displayed in a separate column. The Commission has categorized the Commercial Paper, Bonds Capital Projects fund and Debt Service fund as major funds for public interest reasons. The Commission believes that these judgmentally determined major funds are particularly important to the financial statement users. All remaining governmental funds not reported as major funds are aggregated and reported as nonmajor funds. The Commission reports the following major governmental funds: General Fund: The General Fund is the general operating fund of the Commission and accounts for financial resources not required to be accounted for in another fund. Measure A Western County Special Revenue Fund: This fund accounts for the revenues from sales taxes which are restricted to expenditures for 1989 MeasureAand 2009 MeasureAWestern County programs. Measure A Coachella Valley Special Revenue Fund: This fund accounts for the revenues from sales taxes which are restricted to expenditures for 2009 Measure A Coachella Valley programs. Transportation Uniform Mitigation Fee Special Revenue Fund: This fund accounts for TUMF revenues, which are restricted to expenditures for Western County regional arterial and CETAP projects. Local Transportation Fund: This special revenue fund accounts for the one -quarter percent of the state sales tax collected within the County underTDAfor planning and programming, bicycle and pedestrian facilities, and transit operations including the Commission's commuter rail operations. State Transit Assistance Special Revenue Fund: This fund is used to account for revenues from sales taxes on diesel fuel restricted for transit projects. SB 132 Special Revenue Fund: This fund is used to account for program revenues allocated by the State for the Riverside County Transportation Efficiency Corridor. The program comprises five projects in northwest Riverside County. Commercial Paper Capital Projects Fund: This fund records proceeds from the issuance of commercial paper notes and the use of these proceeds for capital projects included in the 2009 Measure A. Bonds Capital Projects Fund: This fund records proceeds from the issuance of sales tax and toll revenue bonds and the use of these proceeds for capital projects included in the 2009 Measure A. Debt Service Fund: This fund accounts for the resources accumulated and payments made for principal and interest on the sales tax and toll revenue bonds. The Commission reports the following major proprietary fund: RCTC 91 Express Lanes Enterprise fund: This fund accounts for toll and non -toll revenues earned on the RCTC 91 Express Lanes that extend on SR -91 from the Riverside/Orange County line to 1-15. These revenues are restricted to pay operations and maintenance costs, repair and rehabilitation costs, debt service, and other in accordance with the toll bond indenture. 40 84 Riverside County Transportation Commission Notes to Basic Financial Statements June 30, 2023 Note 1. Summary of Significant Accounting Policies, Continued 15 Express Lanes Enterprise fund: This fund accounts for toll and non -toll revenues earned on the 15 Express Lanes. The 15 -mile stretch includes two lanes in each direction of the center median along 1-15 corridor between Cajalco Road in Corona and SR -60 in Jurupa Valley. These revenues are restricted to pay operations and maintenance costs, repair and rehabilitation costs, debt service, and other in accordance with the toll bond indenture. Measurement focus and basis of accounting: The government -wide financial statements and proprietary fund financial statements are reported using the economic resources measurement focus and the accrual basis of accounting. Revenues are recorded when earned, and expenses are recorded when a liability is incurred, regardless of the timing of related cash flows. Toll revenues are recognized when customers utilize the toll road facility and payment is collected. Grants and similar items are recognized as revenue as soon as all eligibility requirements imposed by the provider have been met. Governmental fund financial statements are reported using the current financial resources measurement focus and the modified accrual basis of accounting. Revenues are recognized as soon as they are both measurable and available. Revenues are considered to be available when they are collectible within the current period or soon enough thereafter to pay liabilities of the current period. For this purpose, the Commission considers revenues to be available if they are collected within 180 days of the end of the current fiscal period. Expenditures generally are recorded when a liability is incurred; however, principal and interest expenditures on long-term debt as well as compensated absences, leases, and claims and judgments are recorded only when payment is due. Those revenues susceptible to accrual include sales taxes collected and held by the State at year-end on behalf of the Commission, TUMF, intergovernmental revenues when all applicable eligibility requirements have been met, interest revenue, and vehicle registration user fees, and charges for services. Proprietaryfunds distinguish operating revenues and expensesfrom nonoperating items. Operating revenues and expenses generally result from providing services in connection with a proprietary funds principal and ongoing operations. The principal operating revenues of the Commission's proprietary fund are charges for services. Operating expenses for the proprietary fund include the cost of services, administrative expenses, and depreciation and amortization on capital and intangible assets. All revenues and expenses not meeting this definition are reported as nonoperating revenues and expenses. Violations: Violations that the Commission anticipates to collect consist of uncollected violation tolls and penalties. Unpaid violations of the RCTC 91 Express Lanes and 15 Express Lanes in the amounts of $65,411,641 and $29,275,372, respectively, as of June 30, 2023 are not recognized as revenue until payment is received. Unpaid violations will remain recorded for a period of four years in accordance with the statute of limitations, at which time, they will be deemed uncollectible. Cash and investments: The Commission maintains cash and investments in accordance with an investment policy adopted initially by the Board in September 1995, and most recently amended in December 2022.The investment policy complies with, or is more restrictive than, applicable state statutes. This investment policy requires the Commission's investment program to meet three criteria in the order of their importance: safety, liquidity, and return on investments. Investments of bond and commercial paper proceeds as permitted by the applicable debt documents are maintained by U.S. Bank, as trustee or custodial bank, and the earnings for each bond and commercial paper issue are accounted for separately. Cash from other Commission revenue sources is commingled for investment purposes, with investment earnings allocated to the different funds based on average monthly dollar balances in the funds. 41 85 Riverside County Transportation Commission Notes to Basic Financial Statements June 30, 2023 Note 1. Summary of Significant Accounting Policies, Continued The Commission's investment policy is summarized in the table below; investments held by bond trustees are governed by the provisions of the Commission's bond indentures. Other investments permitted by the California Government Code (Code) are permitted but only with prior Board authorization; securities that could result in zero interest accrual if held to maturity are ineligible. Authorized Investment Type Maximum Effective Maturity Maximum Percentage of Portfolio Maximum Investment in One Issuer Minimum Ratings United States(U.S.)Treasury obligations Federal agency securities State/Municipal obligations Mortgage and asset -backed securities Repurchase agreements U.S. corporate debt Commercial paper notes Banker's acceptances Money market mutual funds Riverside County Pooled Investment Fund (RCPIF) Local Agency Investment Fund (LAIF) Negotiable certificates of deposit Federally insured certificates of deposit Collateralized certificates of deposit Time deposits 5 years 5 years 5 years 5 years 30 days 5 years 270 days 180 days Not applicable Not applicable Not applicable 1 year 1 year 1 year 5 years None None 25% 10% None 25% 25% 40% 20% None N/A 30% 20% 15% None None None 10% 10% 10% 10% 10% 30% 10% Set by RCPIF Set by LAIF 10% 10% 10% 10% Not applicable Not applicable Al /A+ A3/A-/A- A Al /A+ A Not applicable Not applicable Not applicable Not applicable P-1 /A-1IF-1 Not applicable Not applicable Not applicable Oversight of the RCPIF is conducted by the County Treasury Oversight Committee. All investments, except for those related to bond reserve funds, are subject to a maximum maturity of five years unless specific direction to exceed the limit is given by the Board. LTF moneys are legally required to be deposited in the RCPIF. The RCPIF is carried at fair value, or the value of each participating dollar as provided by the RCPIF and LAIF, respectively. The fair value of the Commission's position in the RCPIF and LAIF is the same as the value of the pool shares.The pooled funds are not subject to Level 1, 2, or 3 of the fair value hierarchy prescribed by GASB Statement No. 72, Fair Value Measurement and Application. Investments in U.S. Treasury, federal agency, mortgage and asset -backed, municipal, corporate, negotiable certificates of deposit, and commercial paper securities are carried at fair value based on quoted market prices. Money market mutual funds are carried at fair value based on each fund's share price. Bank balances are secured by the pledging of a pool of eligible securities to collateralize the Commission's deposits with the bank in accordance with the Code. Cash and cash equivalents: For the purposes of the statement of cash flows, the Commission considers all short-term investments with an initial maturity of three months or less to be cash equivalents. All deposits, commercial paper, money market funds, certificates of deposit, and the share of RCIPF represent cash and cash equivalents for cash flow purposes. Accounts receivable: Accounts receivable consist primarily of Measure A and LTF sales tax revenues from the California Department of Tax and Fee Administration on all taxable sales within the County of Riverside, California through June 30, 2023. 42 86 Riverside County Transportation Commission Notes to Basic Financial Statements June 30, 2023 Note 1. Summary of Significant Accounting Policies, Continued Interfund transactions: During the course of operations, numerous transactions occur between individual funds involving goods provided or services rendered. There are also transfers of revenues from funds authorized to receive the revenue to funds authorized to expend it. Outstanding interfund balances are reported as due from/to other funds; internal financing balances are reported as advances to/from other funds. Any residual balances outstanding between the governmental activities and business -type activities are reported in the government wide financial statements as "internal balances". Prepaid expenditures/expenses and other assets: Certain payments to vendors and condemnation payments with the State, which are related primarily to the 91 Project, reflect costs applicable to future accounting periods and are recorded as prepaid expenditures/expenses using the consumption method in both the government -wide and fund financial statements. Restricted investments held by trustee: Restricted investments held by trustee represent unexpended bond proceeds, interest earnings thereon, and capitalized interest and reserve amounts for bonds. Under the related bond resolutions and indentures, any remaining bond proceeds are restricted for the use of future construction improvements to the respective projects, for debt service, or for reserve requirements in accordance with applicable debt covenants. Capital assets: Capital assets consisting of land and land improvements; construction in progress; construction and rail easements; buildings; rail stations; rail tracks; office improvements; office furniture, equipment, and vehicles; development in progress; toll infrastructure; right to use assets; intangible assets, including a toll facility franchise; and transponders are reported in applicable governmental or business -type activities in the government -wide financial statements. Capital assets are defined by the Commission as assets with an initial, individual cost of more than $100,000 and an estimated useful life in excess of three years and are primarily included within the function of current expenditures in the governmental fund financial statements. Such assets are recorded at historical costs or estimated historical costs if purchased or constructed. Donated capital assets are recorded at acquisition value at the date of donation. Highway construction and certain purchases of right of way property, for which title vests with the California Department of Transportation (Caltrans), are included in highway program expenditures. Infrastructure consisting primarily of highway construction and right of way acquisition is generally not recorded as a capital asset, because the Commission does not have title to such assets or rights of way. However, costs related to the development of tolled express lanes are recorded as land and land improvements and construction in progress. The costs of normal maintenance and repairs that do not add to the value of the asset or materially extend the life of the asset are not capitalized. Rail stations, rail tracks, temporary construction easements, buildings, office improvements, furniture and equipment, vehicles, toll infrastructure, intangible assets, and transponders are depreciated and amortized using the straight-line method over the following estimated useful lives: Asset Type Useful Life Rail stations Rail tracks Temporary construction easements Buildings Office improvements Furniture and equipment Vehicles Toll facility franchise Toll infrastructure Transponders 10 to 30 years 30 years 1 to 3 years 10 to 20 years 7 to 10 years 3 to 5 years 5 years 50 years 5 to 10 years 5 years 43 87 Riverside County Transportation Commission Notes to Basic Financial Statements June 30, 2023 Note 1. Summary of Significant Accounting Policies, Continued Project costs that have been incurred for the tolled express lanes projects, consisting of the 91 Project and the 1-15 Express Lanes project, and are expected to remain the Commission's assets, are capitalized upon completion as intangible assets that will be amortized over the life of the toll facility franchise with Caltrans. These capitalizable costs have been accumulated in the capital assets as land and land improvements and construction in progress. The costs of the tolled express lanes projects that are not capitalized are expensed as incurred based on management's estimation which is generally based upon the allocation of Measure A and other funding sources, including toll -supported debt. As of June 30, 2023, the estimated project costs incurred but not capitalized related to the 91 Project is primarily right of way, or approximately $113.5 million. All costs related to the 1-15 Express Lanes project are considered capitalizable. The intangible right to use lease assets are initially measured at an amount equal to the initial measurement of the related lease liability plus any lease payments made prior to the lease term, less lease incentives, and plus ancillary charges necessary to place the lease asset into place. The right to use assets are amortized on a straight-line basis over the life of the related lease. Right to use subscription IT assets are recognized at the subscription commencement date and represent the Commission's right to use the underlying IT asset for the subscription term. Right to use subscription IT assets are measured at the initial value of the subscription liability plus any payments made to the vendor at the commencement of the subscription term, less any subscription incentives received from the vendor at or before the commencement of the subscription term, plus any capitalizable initial implementation costs necessary to place the subscription asset into service. Right to use subscription IT assets are amortized over the shorter of the subscription term or useful life of the underlying asset using the straight-line method. The amortization period varies based on individual subscription IT arrangements. In May 2012 the Commission entered into a toll facility agreement with Caltrans and obtained authorityto toll the SR -91 from the Orange/Riverside County line to I-15. The Commission's 91 Project included the RCTC 91 Express Lanes, which opened on March 20, 2017. The toll facility is amortized over the remaining life of the toll facility agreement through March 2067. In September 2016 the Commission entered into a toll facility agreement with Caltrans and obtained authority to toll the 1-15 from Cajalco Road in Corona to SR -60 in Jurupa Valley. The Commission's 1-15 Express Lanes Project included the 15 Express Lanes, which opened to motorists on April 10, 2021 and commenced tolling on April 14, 2021. The toll facility is amortized over the remaining life of the toll facility agreement through April 2071. Long Term Obligations: In the government -wide financial statements, long-term debt and other long-term obligations are reported as liabilities in the applicable governmental activities. Bond premiums and discounts are deferred and amortized over the life of the bonds using the straight-line method. In the fund financial statements, governmental fund types recognize bond premiums and discounts, as well as bond issuance costs, during the current period. The face amount of debt issued is reported as other financing sources. Premiums received on debt issuances are reported as other financing sources, while discounts on debt issuances are reported as other financing uses. Issuance costs, whether withheld from the actual debt proceeds received, are reported as debt service expenditures. Lease liabilities represent the Commission's obligation to make lease payments arising from the lease. Lease liabilities are recognized at the lease commencement date based on the present value of future lease payments expected to be made during the lease term. The present value of lease payments are discounted based on a borrowing rate determined by the Commission. 44 88 Riverside County Transportation Commission Notes to Basic Financial Statements June 30, 2023 Note 1. Summary of Significant Accounting Policies, Continued Subscription liabilities represent the Commission's obligation to make subscription payments arising from the subscription contract. Subscription liabilities are recognized at the subscription commencement date based on the present value of future subscription payments expected to be made during the subscription term. The present value of subscription payments are discounted based on a borrowing rate determined by the Commission. Compensated absences: Vacation hours accumulated and not taken at year-end is reported as a long-term liability in the government -wide and proprietary fund financial statements. Sick leave is recorded as an expenditure or expense when taken by the employee. Employees with continuous five years of service have the option of being paid for sick leave accumulated in excess of 240 hours at a rate of 50% (i.e., one hour's pay for every two hours in excess of 240). Any sick leave in excess of 240 hours is accrued at fiscal year-end, and a liability is reported in the government -wide and proprietary fund financial statements. Sick leave that is due and payable at year-end is reported as an expenditure and a fund liability of the General fund. Pensions: For purposes of measuring the net pension liability and deferred outflows/inflows of resources related to pensions and pension expense, information about the fiduciary net position of the Commission's California Public Employees' Retirement System (CaIPERS) plans (Plans) and additions to/deduction from Plans' fiduciary net position have been determined on the same basis as they are reported by CaIPERS. For this purpose, benefit payments (including refunds of employee contributions) are recognized when due and payable in accordance with benefit terms. Investments are reported at fair value. Post -employment Benefits Other Than Pensions: For purposes of measuring the net other post -employment benefits (OPEB) asset, deferred outflows/inflows of resources related to the OPEB asset and OPEB expense, information about the fiduciary net position of the Commission's OPEB plan, and additions to/deductions from the OPEB fiduciary net position have been determined on the same basis as they are reported by California Employers' Retiree Benefit Trust (CERBT) administered by CaIPERS. For this purpose, benefit payments are recognized when due and payable in accordance with benefit terms. Investments are reported at fair value, except for money markets and participating interest -earning investment contracts that have a maturity at the time of purchase of one year or less, which is reported at cost. Risk management: The Commission is exposed to various risks of loss related to workers' compensation; torts; theft of, damage to, or destruction of assets; and errors or omissions. The Commission protects itself against such losses by a balanced program of risk retention, risk transfers, and the purchase of commercial insurance. Loss exposures retained by the Commission are treated as normal expenditures and include any loss contingency not covered by the Commission's purchased insurance policies. Construction projects and rail properties are protected through a combination of commercial insurance, insurance required of Commission consultants, and a self-insurance fund established by the Southern California Regional Rail Authority (SCRRA). The RCTC 91 Express Lanes and 15 Express Lanes Enterprise funds have purchased commercial property insurance, including business interruption, earthquake and flood coverage related to the RCTC 91 Express Lanes and 15 Express Lanes. Deferred outflows of resources: In addition to assets, the statement of net position reports a separate section for deferred outflows of resources. This separate financial statement element represents a consumption of net assets that applies to future periods and will not be recognized as an outflow of resources, or expenditure, until then. The Commission has the following items — loss on refunding of bonds, net differences between projected and actual pension earnings, pension contributions subsequent to measurement date, differences between expected and actual pension experiences, the proportionate share of pension contributions, pension changes in Commission's proportion, changes in OPEB assumptions, differences between projected and actual OPEB earnings, and OPEB contributions subsequent to measurement date — which qualify for 45 89 Riverside County Transportation Commission Notes to Basic Financial Statements June 30, 2023 Note 1. Summary of Significant Accounting Policies, Continued reporting in this category in the applicable column for governmental and business -type activities on the statement of net position. Deferred inflows of resources: In addition to liabilities, the statement of net position reports a separate section for deferred inflows of resources. This separate financial statement element represents an acquisition of net assets that applies to future periods and will not be recognized as an inflow of resources, or revenue, until then. The Commission has the following items CI leases, difference between projected and actual earnings on pension plan investments, the proportionate share of pension contributions, pension changes in Commission's proportion, changes in OPEB assumptions, differences between expected and actual OPEB experiences, and net differences between projected and actual earnings on OPEB plan investments 0 which qualify for reporting in this category in the applicable governmental and business -type activities on the statement of net position. At the fund level, the Commission has deferred inflows of resources related to interest earned but not available. Fund equity: In the fund financial statements, the governmental funds report fund balances in various categories based on the nature of any limitations requiring the use of the resources for specific purposes: Nonspendable fund balances cannot be spent, because they are in nonspendable form such as prepaid expenditures and leases or are required to be maintained intact. Restricted fund balances are restricted for specific purposes by third parties or enabling legislation. Committed fund balances include amounts that can be used only for specific purposes determined by adoption of a resolution of the Board. These committed amounts cannot be used for any other purpose unless the Commission removes or changes the specified use through the same type of formal action taken to establish the commitment. Assigned fund balances comprise amounts intended to be used bythe Commission for specific purposes but are not restricted or committed. The Board delegates the authority to assign amounts to be used for specific purposes to the Chief Financial Officer. Assignments generally only exist temporarily; an additional action does not have to be taken for the removal of an assignment. Unassigned fund balance is residual positive net resources of the General Fund in excess of what can properly be classified in one of the other four categories. In all other governmental funds, it is the negative residual fund balance of any other governmental fund that cannot be eliminated by offsetting assigned fund balance amounts. When both restricted and unrestricted resources are available for an incurred expenditure, it is the Commission's policy to spend restricted resources first and then unrestricted resources, as necessary. When unrestricted resources are available for an incurred expenditure, it is the Commission's policy to use committed amounts first, followed by assigned amounts, and then unassigned amounts. In June 2012, the Commission adopted a resolution to establish a policy on reporting and classifying fund balance in the General fund. 46 90 1,098,685,466 54,324,979 Riverside County Transportation Commission Notes to Basic Financial Statements June 30, 2023 Note 1. Summary of Significant Accounting Policies, Continued Net position (deficit): In the government -wide and proprietary fund financial statements, net position (deficit) represents the difference between assets and deferred outflows of resources and liabilities and deferred inflows and is classified into three categories: Net investment (deficit) in capital assets consists of capital assets, net of accumulated depreciation and amortization, reduced by the outstanding balances of any borrowings used for the acquisition, construction, or improvement of those assets and excludes unspent debt proceeds. Restricted —net position represents restricted assets less liabilities and deferred inflows of resources related to those assets. Restricted assets are recorded when there are limitations imposed by creditors (such as through debt covenants), contributions, or laws and regulations of other governments or constraints imposed by law through constitutional provisions or through enabling legislation. Unrestricted —(deficit) represents the amount of unrestricted resources that will need to be provided for in future periods. When both restricted and unrestricted resources are available for use, it is the Commission's policy to use restricted —net position resources first and then unrestricted —net position resources, as they are needed. Administration expenditures: The Commission's staff and resources are used in the performance of its responsibilities relating to the activities of the Commission and its component unit. Accordingly, the Commission allocates salaries and benefits to each applicable fund on the basis of actual hours spent by activity, and other indirect overhead is allocated based on a systematic basis. Administrative salaries and benefits, net of administrative cost allocations of $2,281,983 allocated to Measure A in 2023 were less than 1% of revenues and in compliance with the law. Use of estimates: The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires managementto make estimates and assumptions that affect certain reported amounts and disclosures during the reporting period. As such, actual results could differ from those estimates. Note 2. Cash and Investments Cash and investments at June 30, 2023 consist of the following:: Unrestricted Cash Investments Total Restricted Cash Investments Total Total Cash in bank Petty cash RCPIF Operations pooled investments Investments with fiscal agents Total cash and investments $ 10,226,366 $1,153,010,445 $1,163,236,811 $ 849,310 $198,918,885 $ 199,768,195 $ 1,363,005,006 $ 10,225,348 1,018 849,310 $ -$ $ 10,225,348 $ 1,018 1,098,685,466 54,324,979 849,310 $ 11,074,658 1,018 - 1,098,685,466 - 54,324,979 - 198,918,885 198,918,885 198,918,885 47 91 Riverside County Transportation Commission Notes to Basic Financial Statements June 30, 2023 Note 2. Cash and Investments, Continued Total cash and investments are reported in the following funds: Unrestricted cash and investments Governmental funds $ 1,084,916,744 Enterprise fund 78,320,067 Subtotal 1,163,236,811 Restricted cash and investments Governmental funds 26,094,316 Enterprise fund 173,673,879 Subtotal 199,768,195 Total cash and investments $ 1,363,005,006 Restricted cash and investments at June 30, 2023 represent investments held by bond trustees for project costs and debt service and for cash held by a bank for the 15 Express Lanes toll customer deposits. Fair Value Hierarchy: The Commission categorizes its fair value measurements within the fair value hierarchy established by generally accepted accounting principles. The hierarchy is based on the valuation inputs used to measure fair value of the assets. Level 1 inputs are quoted prices in an active market for identical assets; Level 2 inputs are based on similar observable assets either directly or indirectly, which may include inputs in markets that are not considered to be active; and Level 3 inputs are significant unobservable inputs (the Commission does not value any of its investments using Level 3 inputs). The following is a summary of the fair value hierarchy of the fair value of investments of the Commission as of June 30, 2023: Fair Value Measurements Using Investments by fair value level: Investments subject to fair value hierarchy: U.S. Treasury obligations Mortgage and asset -backed securities Corporate notes Money market mutual funds U.S. agency securities Municipal bonds Commercial paper notes Total investments measured at fair value June 30, 2023 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Investments not subject to fair value hierarchy: RCPIF Total investments $ 57,542,493 $ 57,542,493 $ 29,798,575 25,366,595 110,907,960 110,907,960 19,335,718 7,929,353 2,363,170 1,098,685,466 $ 1,351,929,330 29,798,575 25,366,595 19,335,718 7,929,353 2,363,170 $ 168,450,453 $ 84,793,411 Investments classified in Level 1 of the value hierarchy, valued at $168,450,453 are valued using quoted prices in active markets. Mortgage and asset -backed securities totaling $29,798,575, corporate notes totaling $25,366,595, U.S. agency securities totaling $19,335,718, municipal bonds totaling $7,929,353, and commercial papertotaling $2,363,170 in 2023, classified in Level 2 of the fair value hierarchy, are valued using matrix pricing techniques 48 92 Riverside County Transportation Commission Notes to Basic Financial Statements June 30, 2023 Note 2. Cash and Investments, Continued maintained by various pricing vendors. Matrix pricing is used to value securities based on the securities' relationship to benchmark quoted prices. Fair value is defined as the quoted market value on the last trading day of the period. These prices are obtained from various pricing sources by the custodian bank. As of June 30, 2023, the Commission had the following investments: Investments Fair Value Principal Interest Rate Range Weighted Average Maturity Maturity Range (Year) Unrestricted: RCPIF Operations pooled investments: Corporate notes Money market mutual funds Mortgage and asset -backed securities Municipal bonds U.S. agency securities U.S.Treasury obligations Total unrestricted investments Restricted: Commercial paper notes Corporate notes Money market mutual funds Mortgage and asset -backed securities Municipal bonds U.S. agency securities U.S.Treasury obligations Total restricted investments $ 1,098,685,466 12,514,597 437,122 740,095 3,421,297 6,563,176 30,648,692 $ 1,121,656,807 0.210% - 6.000% 6/30/23-6/30/28 1.300 12,844,593 437,126 458,466 3,549,775 6,711,556 31,478,556 0.426%- 6.148% 4.934% 2.912% - 5.446% 0.479% - 4.434% 0.479% - 5.631 % 0.128% - 4.649% 8/11/23 - 3/15/28 N/A 7/25/23 -1 /25/26 8/1/23 - 5/1/26 7/8/24 - 5/1/26 1/15/24 - 7/31/27 2.287 20 days or 0.055 2.077 1.512 1.814 2.180 $ 1,153,010,445 $ 1,177 136 879 Unrestricted investment portfolio weighted average 1.604 2,363,170 2,350,442 12,851,998 13,022, 768 110,470,838 110,470, 838 29,058,480 30,301,341 4,508,056 4,522,326 12, 772, 542 12,926,791 26,893,801 27,185,849 5.477% - 5.653% 0.350 %- 6.226% 4.556%- 4.706% 0.983% - 6.020% 0.654% - 5.419% 0.305% - 5.757% 0.126%- 5.379% 7/3/23 -10/16/23 10/26/23 -10/15/27 N/A 7/25/23 - 9/16/55 7/1/23 -10/1 /48 7/11/23 -11 /16/28 7/18/23 - 8/15/30 0.091 1.453 20 days or 0.055 6.163 5.615 1.371 1.006 $198,918,885 $ 200,780,355 Restricted investment portfolio weighted average 2.251 The weighted average maturity is calculated using the investment's effective duration weighted by the investment's fair value. As of June 30, 2023, mortgage and asset -backed securities totaled $29,798,575. The underlying assets are consumer receivables that include credit cards, auto/equipment, and home loans. The securities have a fixed interest rate and are rated AAA/Aaa by at least two of the three nationally recognized statistical rating organizations. Interest rate risk: While the Commission does not have a formal policy related to the interest rate risk of investments, the Commission's investment policy follows the Code as it relates to limits on investment maturities as a means of managing exposure to fair value losses arising from increasing interest rates. In accordance with the Commission's investment policy, restricted investments are invested in accordance with the maturity provisions of the specific bond indenture, which may extend beyond five years. Custodial credit risk: Custodial credit risk for deposits is the risk that, in the event of the failure of a depository financial institution, a government will not be able to recover its deposits or will not be able to recover collateral securities that are in the possession of an outside party. The custodial credit risk for investments is the risk that, in the event of the failure of the counterparty (e.g., broker -dealer) to a transaction, a government will not be able to recover the value of its investment or collateral securities that are in the possession of another party. The Commission's investment policy requires that a third -party bank trust department hold all securities owned by the Commission. All trades are settled on a delivery versus payment basis through the Commission's safekeeping agent. 49 93 Riverside County Transportation Commission Notes to Basic Financial Statements June 30, 2023 Note 2. Cash and Investments, Continued The Commission has deposits with a bank balance of $5,750,327 with financial institutions; bank balances over $5,000,000 are swept daily into a money market fund. Of the bank balance, up to $250,000 is federally insured under the Federal Depository Insurance Corporation with balances in excess of $250,000 collateralized in accordance with the Code; however, the collateralized securities are not held in the name of the Commission. Credit risk: The Commission's investment policy as well as the specific bond indentures set minimum acceptable credit ratings for investments from any of the three nationally recognized statistical rating organizations. The following is a summary of the credit quality distribution and concentration of credit risk by investment type as a percentage of each category's fair value at June 30, 2023; securities denoted as NR are not rated by one of the nationally recognized statistical rating organizations. Investments Moody's S&P % of Portfolio RCPIF Commercial paper notes Various Various Corporate Notes Notes Notes Notes Notes Notes Notes Notes Notes Notes Notes Notes Notes Notes Notes Notes Notes Notes Notes Notes Notes Notes Notes Notes Money market mutual funds Funds AAA AM 8.20% Mortgage and asset -backed securities Securities AA+ NR 0.01% Securities AAA M+ 0.02% Securities AAA AA+u 0.05% Securities MA AM 0.02% Securities AAA NR 0.05% Securities NR M+ 1.98% Securities NR AM 0.07% Aaa-bf P-1 P-2 Al Al Al Al Al Al A2 A2 A2 A2 A3 A3 Aa2 Aa2 M3 M3 MA AAA MA BAA1 NR NR NR NR NR NR A-2 A A- A+ AA AA - BBB+ A A- A+ BBB+ A A- AA AA- A+ AA - AA+ AAA NR BBB+ AAA P-1 A-1+ A 81.27% 0.02% 0.15% 0.16% 0.25% 0.10% 0.02% 0.00% 0.10% 0.09% 0.10% 0.11% 0.06% 0.12% 0.04% 0.06% 0.03% 0.02% 0.06% 0.05% 0.08% 0.12% 0.01% 0.24% 0.00% 0.01% 0.04% 50 94 Riverside County Transportation Commission Notes to Basic Financial Statements June 30, 2023 Note 2. Cash and Investments, Continued Investments Moody's S&P %of Portfolio Municipal bonds California State University City of Corona County of Riverside County of San Diego Regional Airport Authority County of Santa Clara Florida Housing Corporation Forsyth County, Georgia School District Golden State Tobacco Securitization Corporation Los Altos California School DistrictTaxable GO Los Angeles Municipal Improvement Corporation Metropolitan Water District Port Authority New York and New Jersey San Bernardino Community College District Solano Community College District State of Connecticut State of Connecticut State of Massachusetts State of New York Mortgage Agency State of New York State Dormitory Authority State of New York Thruway State of Texas State of Washington Port State of Wisconsin State of Wisconsin Housing Economic Development Authority University of Texas University of Washington U.S. agency notes Notes AAA M+ 1.33% Notes AAA NR 0.08% Notes NR A-1+ 0.02% U.S. Treasuries Treasury NR NR 4.26% Total 100.00% Aa2 NR NR A2 NR AM AM AA3 NR NR NR M3 AA1 Aa2 AA3 AA3 AA1 VMIG1 NR Al UMIG1 Al Aa2 VMIG1 VMIG1 AM AA - AA+ AA NR MA NR AAA A+ AA+ AA- A -1 M - AA AA AA- AA - NR NR AA+ A A-1+ M - NR A-1 A-1+ AA+ 0.01% 0.01% 0.02% 0.03% 0.02% 0.04% 0.04% 0.02% 0.03% 0.02% 0.02% 0.05% 0.01% 0.02% 0.02% 0.01% 0.03% 0.01% 0.03% 0.01% 0.01% 0.02% 0.02% 0.06% 0.01% 0.02% Concentration of credit risk: The Commission's investment policy places a limit of 10% on the amount of investment holdings with any one non-U.S. Government or non-federal agency issuer. As of June 30, 2023, the Commission did not have investments in any one issuer that represent more than 5% of the Commission's total investments. Note 3. Advances The Commission approved interest -bearing advances, which may be funded by debt proceeds, to the Coachella Valley Association of Governments (CVAG) in the amount of $43,300,000. CVAG pledged its share of 2009 Measure A highway and regional road revenue allocations in accordance with repayment terms specified in each agreement for actual advances. Repayment amounts are withheld from revenue allocations on a monthly basis. The final maturities of the CVAG advances are due on or before September 1, 2029. Interest rates range from .910% to 7.307%, excluding the portion of cash subsidy payments (as discussed in Note 6) that may be received by CVAG to reduce its repayment obligations. The outstanding interest -bearing advances, including capitalized interest of $471,720, as of June 30, 2023 were $15,469,941. 51 95 Riverside County Transportation Commission Notes to Basic Financial Statements June 30, 2023 Note 4. Lease Receivable For the year ended June 30, 2023, the financial statements include GASB Statement No. 87, Leases. The primary objective of this statement is to enhance the relevance and consistency of information about governments' leasing activities. This statement establishes a single model for lease accounting based on the principle that leases are financings of the right to use and an underlying asset. Under this statement, a lessee is required to recognize a lease liability and an intangible right to use lease asset, and a lessor is required to recognize a lease receivable and a deferred inflow of resources. On 6/23/2015, the Commission entered into a 60 -month lease as lessor for the use of 6001 Pedley Road, Jurupa Valley, Ca. An initial lease receivable was recorded in the amount of $391,784. As of 6/30/2023, the value of the lease receivable is $353,963. The lessee is required to make monthly fixed payments of $2,251. The lease has an interest rate of 2.2610%. The value of the deferred inflow of resources as of 6/30/2023 was $336,434, and the Commission recognized lease revenue of $28,160 during the fiscal year. The lessee has three extension option(s), each for 60 months. On 10/10/2016, the Commission entered into a 240 -month lease as lessorforthe use of real property adjacent to the SR -91. An initial lease receivable was recorded in the amount of $306,635. As of 6/30/2023, the value of the lease receivable is $271,629. The lessee is required to make monthly fixed payments of $2,000. The lease has an interest rate of 2.3460%. The value of the deferred inflow of resources as of 6/30/2023 was $266,200, and the Commission recognized lease revenue of $20,218 during the fiscal year. The lessee has two extension option(s), each for 60 months. On 10/31/2016, the Commission entered into a 60 -month lease as lessor for the use of 2550 Cajalco Road, Corona, Ca. An initial lease receivable in the amount of $437,708. As of 6/30/2023, the value of the lease receivable is $400,447. The lessee is required to make monthly fixed payments of $2,251. The lease has an interest rate of 2.4320%. The value of the deferred inflow of resources as of 6/30/2023 was $380,260, and the Commission recognized lease revenue of $29,209 during the fiscal year. The lessee has three extension option(s), each for 60 months. On 10/31/2017, the Commission entered into a 60 -month lease as lessor for the use of the San Jacinto Branch Line right of way. An initial lease receivable was recorded in the amount of $3,925. As of 6/30/2023, the value of the lease receivable is $0. The lessee is required to make annual fixed payments of $3,933. The lease has an interest rate of 0.6240%. The value of the deferred inflow of resources as of 6/30/2023 was $0, and the Commission recognized lease revenue of $785 during the fiscal year. On 8/3/2015, the Commission entered into a 120 -month lease as lessor for the use of 202 North State Street, Hemet, Ca. An initial lease receivable was recorded in the amount of $10,083. As of 6/30/2023, the value of the lease receivable is $5,047. The lessee is required to make annual fixed payments of $2,568. The lease has an interest rate of 1.1690%. The value of the deferred inflow of resources as of 6/30/2023 was $5,151, and the Commission recognized lease revenue of $2,466 during the fiscal year. On 12/20/2021, the Commission entered into a 419 -month lease as lessor for the use of real property adjacent to the SR-60/SR-91/I-215 Interchange. An initial lease receivable was recorded in the amount of $1,106,235. As of 6/30/2023, the value of the lease receivable is $1,073,766. The lessee is required to make monthly fixed payments of $4,167. The lease has an interest rate of 2.8600%. The value of the deferred inflow of resources as of 6/30/2023 was $1,057,743, and the Commission recognized lease revenue of $31,682 during the fiscal year. The lessee has one extension option for 168 months On 7/13/2015, the Commission entered into a 240 -month lease as lessor for real property adjacent to 1-215, north of Orange Avenue, Perris, Ca. An initial lease receivable was recorded in the amount of $242,894. As 52 96 Riverside County Transportation Commission Notes to Basic Financial Statements June 30, 2023 Note 4. Lease Receivable, Continued of 6/30/2023, the value of the lease receivable is $216,850. The lessee is required to make monthly fixed payments of $1,500. The lease has an interest rate of 2.2610%. The value of the deferred inflow of resources as of 6/30/2022 was $208,744, and the Commission recognized lease revenue of $17,145 during the fiscal year. In accordance with the standard, the principal and interest expected to maturity for governmental activities is as follows: Year ending June 30 Principal Interest Total 2024 2025 2026 2027 2028 2029-2033 2034-2038 2039-2043 2044-2048 2049-2053 2054-2058 Total lease receivable $ 93,917 97,650 101,788 106,665 111,207 630,247 467,699 159,010 183,423 211,585 158,511 $ 58,774 $ 56,475 54,056 51,519 48,872 200,630 124,080 91,025 66,612 38,450 7,879 $ 2,321,702 $ 798,372 152,691 154,125 155,844 158,184 160,079 830,877 591,779 250,035 250,035 250,035 166,390 3,120,074 On November 1, 2019, the 15 Express Lanes fund entered a 120 -month lease for the use of 301 Corporate Terrace Circle, Corona, Ca with the Orange County Transportation Authority. An initial lease receivable was recorded in the amount of $379,833. As of June 30, 2023, the value of the lease receivable is $291,175. The lessee is required to make quarterly fixed payments of $12,171. The lease has an interest rate of 1.7670%. The value of the deferred inflow of resources as of June 30, 2023 was $281,812 and the Fund recognized lease revenue of $49,011. In accordance with the standard, the principal and interest expected to maturity for business -type activities is as follows: Year ending June 30 Principal Interest Total 2024 2025 2026 2027 2028 2029-2032 Total lease receivable $ 45,948 47,975 50,038 51,989 53,669 41,556 $ 4,843 $ 4,018 3,157 2,259 1,330 368 50,791 51,993 53,195 54,248 54,999 41,925 $ 291,175 $ 15,975 $ 307,151 53 97 Riverside County Transportation Commission Notes to Basic Financial Statements June 30, 2023 Note 5. Capital Assets Capital assets activity for the year ended June 30, 2023 was as follows: Governmental activities Balance June 30, 2022 Additions Deletions Balance Transfers June 30, 2023 Capital assets not being depreciated: Land and land improvements Construction in progress Rail operating easements Construction easements Development in progress Total capital assets not being depreciated Capital assets being depredated: Rail stations Rail tracks Construction easements Office improvements Office furniture, equipment and vehicles Total capital assets being depreciated Less accumulated depreciation for: Rail stations Rail tracks Construction easements Office improvements Office furniture, equipment and vehicles Total accumulated depreciation Total capital assets being depreciated, net Intangible right to use lease assets: Land Building Equipment Total intangible right to use lease assets Less accumulated amortization for: Land Building Equipment Total accumulated amortization Total intangible right to use lease assets, net Total intangible right to use subscription IT assets Less total accumulated amortization Total intangible right to use subscription IT assets, net Governmental activities capital assets, net $ 170,015,793 186,511,029 63,846,199 4,202,495 832,094 425,407,610 210,564,283 154,791,511 1,921,470 536,982 2,008,581 369,822,827 $ 16,264,051 $ 71,979,056 (87,575,629) (30,910,261) (1,180,696) (288,620) (1,956,356) (121,911,562) 247,911,265 25,205 3,856,996 94,026 3,976,227 (8,402) (610,338) (30,116) (648,856) 3,327,371 1,125,117 1,125,117 333,313 88,576,420 868,337 659,724 1,528,061 (7,185,300) (5,179,704) (372,422) (64,406) (158,465) (12,960,297) (11,432,236) (8,402) (610,337) (30,115) (648,854) (648,854) (222,992) (222,992) - $ (7,246,775) $ 179,033,069 (294,236) (1,263,354) 256,932,495 63,846,199 4,202,495 (489,803) - 675,604 (784,039) (8,510,129) 504,689,862 211,432,620 154,791,511 1,921,470 536,982 - 2,668,305 371,350,888 (94,760,929) (36,089,965) (1,553,118) (353,026) - (2,114,821) - (134,871,859) - 236,479,029 25,205 3,856,996 94,026 3,976,227 (16,804) (1,220,675) (60,231) (1,297,710) 2,678,517 - 1,125,117 (222,992) 902,125 $ 677,771,363 $ 76,272,338 $ (784,039) $ (8,510,129) $ 744,749,533 54 98 Riverside County Transportation Commission Notes to Basic Financial Statements June 30, 2023 Note 5. Capital Assets, Continued Business -type activities Balance June 30, 2022 Balance Additions Deletions Transfers June 30, 2023 Capital assets not being depreciated: Land and land improvements Construction easements Construction in progress Total capital assets not being depreciated Capital assets being depreciated and amortized: Toll infrastructure Transponders Buildings Equipment, furniture, and fixtures Toll facility franchise Total capital assets being depreciated and amortized Less accumulated depreciation and amortization for: Toll infrastructure Transponders Buildings Equipment, furniture, and fixtures Toll facility franchise Total accumulated depreciation and amortization Total capital assets being depreciated and amortized, net Business -type activities capital assets, net $ 11,990,286 $ 259,657 - 4,614,768 1,614,352 16,864,711 1,614,352 54,213,315 453,818 7,615,825 181,010 602,925,531 665,389,499 1,124,674 7,932 860,110 1,992,716 (31,361,869) (5,884,284) (443,930) (9,888) (1,588,468) (859,579) (90,415) (42,427) (34,687,499) (12,079,287) (68,172,181) (18,875,465) 597,217,318 (16,882,749) - $ 7,246,775 $ 19,237,061 259,657 - 6,229,120 7,246,775 25,725,838 (860,110) - 54,477,879 - 453,818 - 7,615,825 - 188,942 - 1,263,354 605,048,995 (860,110) 1,263,354 667,785,459 - (37,246,153) - (453,818) - (2,448,047) (132,842) (46,766,786) - (87,047,646) (860,110) 1,263,354 580,737,813 614,082,029 $ (15,268,397) $ (860,110) $ 8,510,129 $ 606,463,651 On May 14, 2012, the Commission entered into a toll facilities agreement with Caltrans providing the Commission with authorization to toll the SR -91 from Orange/Riverside County line to 1-15 for 50 years commencing as of the first day on which the RCTC 91 Express Lanes open for public use and toll operations. On September 29, 2016, the Commission entered into a toll facilities agreement with Caltrans providing the Commission with authorization to toll the 1-15 from Cajalco Road to SR -60 for 50 years commencing as of the first day on which the 15 Express Lanes open for public use and toll operations. The agreements also set forth the Commission's rights to Caltrans' right of way and Caltrans' oversight role in the operations and maintenance of the RCTC 91 Express Lanes and 15 Express Lanes. Depreciation and amortization expense was charged to functions/programs of the Commission's governmental and business -type activities during the year ended June 30, 2023 as follows: Governmental activities: General government Commuter assistance Commuter rail Highway Planning and programming Total depreciation expense -governmental activities $ 880,994 8,402 12,373,654 389,188 179,905 $ 13,832,143 Business -type activities: RCTC 91 Express Lanes Toll facility franchise 15 Express Lanes Toll facility franchise Total depreciation and amortization expense- business -type activities $ 1,200,539 5,022,013 5,595,639 7,057,274 $ 18,875,465 55 99 Riverside County Transportation Commission Notes to Basic Financial Statements June 30, 2023 Note 5. Capital Assets, Continued The Commission has recorded intangible right to use assets. The assets are a right to use leased land, buildings, and equipment, including subscription IT. The related lease and subscription IT is discussed in the long-term obligations section. The right to use lease and subscription IT assets are amortized on a straight- line basis over the terms of the related lease agreement. Note 6. Interfund Transactions Due from/to other funds: The total due from other funds and due to other funds of $46,225,348. The composition of balances related to due from other funds and due to other funds at June 30, 2023 is as follows: Receivable Fund Payable Fund Amount Explanation General fund Nonmajor Governmental funds $ 184,930 Fringe benefits allocation General fund Nonmajor Governmental funds 13 Project costs allocations General fund Nonmajor Governmental funds 454,200 Administrative cost allocation General fund Transportation Uniform Mitigation Fee Special Revenue fund 98,500 Administrative cost allocation General fund Measure A Western County Special Revenue fund 1,201,700 Administrative cost allocation General fund Measure A Western County Special Revenue fund 10 Project costs allocations General fund Measure A Coachella Valley Special Revenue fund 107,100 Administrative cost allocation General fund RCTC 91 Express Lanes Enterprise fund 459,400 Administrative cost allocation General fund 15 Express Lanes Enterprise fund 78,200 Administrative cost allocation General fund Local Transportation Fund 616,900 Administrative cost allocation General fund State Transit Assistance fund 433,454 Rail operation costs allocations General fund State Transit Assistance fund 35,700 Administrative cost allocation General fund Transportation Uniform Mitigation Fee Special Revenue fund Measure A Western County Special Revenue fund 9,469 Fringe benefits allocation General fund 153,677 Fringe benefits allocation General fund Measure A Coachella Valley Special Revenue fund 57 Fringe benefits allocation General fund SB 132 fund 16,261 Fringe benefits allocation 63,342 Fringe benefits allocation General fund RCTC 91 Express Lanes Enterprise fund General fund 15 Express Lanes Enterprise fund 32,455 Fringe benefits allocation General fund SB 132 fund 17,130,047 Cash deficit Measure A Western County Special Revenue fund Measure A Western County Special Revenue fund Measure AWestern County Special Revenue fund Transportation Uniform Mitigation Fee Special Revenue fund General fund RCTC 91 Express Lanes Enterprise fund 452,541 Highway project costs allocations 7,872 Highway project costs allocations 432,608 Toll project costs allocations Measure A Coachella Valley Special Revenue fund Transportation Uniform Mitigation Fee Special Revenue fund Debt Service fund 140,418 Advance loan payment adjustment Measure A Western County Special Revenue fund 38,955 Regional arterial project costs allocations SB 132 Special Revenue fund RCTC 91 Express Lanes Enterprise fund 23,292,170 Toll project costs allocations Commercial Paper Capital Projects fund Measure A Coachella Valley Special Revenue fund 434,145 Advance loan payment adjustment Bonds Capital Projects fund Measure A Coachella Valley Special Revenue fund 67,894 Advance loan payment adjustment Nonmajor Governmental funds State Transit Assistance fund 283,330 Rail project costs allocations Total due from/to other funds $ 46,225,348 56 100 Riverside County Transportation Commission Notes to Basic Financial Statements June 30, 2023 Note 6. Interfund Transactions, Continued Advances to/from other funds: The Measure A Western County Special Revenue fund advanced $9,000,000 to the Bonds Capital Projects fund to establish an $18,000,000 Transportation Infrastructure Finance and Innovation Act (TIFIA) debt service reserve for the 1-15 Express Lanes project as required no later than June 30, 2024. Upon opening of the 15 Express Lanes in April 2021, the TIFIA debt service reserve funded to date and the related advance due to the Measure A Western County Special Revenue fund recorded in the Bonds Capital Projects fund were transferred to the 15 Express Lanes Enterprise fund. Capitalized interest on the advance as of June 30, 2023 was $1,402,677. Repayment of this initial Commission advance is subject to satisfying certain conditions under the related indenture, including the occurrence of the second anniversary of the TIFIA debt service payment commencement date. Additionally, the Measure AWestern County Special Revenue fund has advanced $2,727,273 to the Bonds Capital Projects fund in the event that the 15 Express Lanes does not have sufficient funds to meet the annual TIFIA debt service reserve. Moreno Valley -March Field 57 101 Riverside County Transportation Commission Notes to Basic Financial Statements June 30, 2023 Note 6. Interfund Transactions, Continued Interfund transfers: During 2023, interfund transfers were as follows: Transfers Out Transfers In Amount Explanation General fund Measure A Western County Special Revenue fund $ 7,873 Highway project costs allocations Measure A Western County Special Revenue fund Transportation Uniform Mitigation Fee Special Revenue fund 70,362 Highway project costs allocations Measure A Western County Special Revenue fund Debt Service fund 66,494,789 Debt service funding related to highway projects for Western County and to advance agreements for Western County jurisdictions Measure A Western County Special Revenue fund General fund 752,084 Rail operation costs allocations Measure A Western County Special Revenue fund 15 Express Lanes Enterprise fund 176,135 Accumulated interest earned on reserve fund Transportation Uniform Mitigation Fee Special Revenue fund Measure A Western County Special Revenue fund 3,974,572 Highway project costs allocations Local Transportation Fund General fund 27,740,200 Administration, planning and programming, commuter rail operating and station maintenance, and grade separation costs allocations State Transit Assistance fund Nonmajor Governmental funds 283,330 Coachella Valley commuter rail costs allocations State Transit Assistance fund General fund 3,433,454 Rail operation costs allocations Commercial Paper fund Debt Service fund 2,622,091 Debt service funding related to highway projects for Western County Bonds Capital Projects fund Measure A Western County Special Revenue fund 7,821,399 Highway project costs allocations Bonds Capital Projects fund 15 Express Lanes Enterprise fund 981 Accumulated interest earned on TIFIA debt service reserve Bonds Capital Projects fund Debt Service fund 410,055 Debt service funding related to highway projects for Western County Debt Service fund Measure A Western County Special Revenue fund 2,812,132 Cash subsidies available after debt service payment Debt Service fund Measure A Coachella Valley Special Revenue fund Measure A Western County Special Revenue fund Nonmajor Governmental funds 140,418 Share of cash subsidy related to CVAG advance agreement Nonmajor Governmental funds Nonmajor Governmental funds RCTC 91 Express Lanes Enterprise fund Measure A Western County Special Revenue fund 55,000 Commuter assistance costs allocations 2,800,000 Call box program augmentation of freeway service patrol operations 432,608 Surplus funds used for the 91 Corridor Operations project RCTC 91 Express Lanes Enterprise fund SB 132 Special Revenue fund 53,949,156 Surplus funds used for the 15/91 Express Lanes Connector project Total transfers $ 173,976,639 58 102 Riverside County Transportation Commission Notes to Basic Financial Statements June 30, 2023 Note 6. Interfund Transactions, Continued In connection with the substantial completion of the 15 Express Lanes project in April 2021 and the commencement of toll operations on the 15 Express Lanes, the Commission contributed $1,263,354 of capital and intangible costs from the governmental activities to the 15 Express Lanes and in connection with the 91 Express Lanes, the Commission contributed $7,246,775 of land from the governmental activities to the 91 Express Lanes. Note 7. Long-term Obligations The following is a summary of the changes in long-term obligations for the year ended June 30, 2023: Governmental activities Balance June 30, 2022 Additions / Accretion Balance Due Within Reductions June 30, 2023 One Year Sales tax revenue bonds: 2010 Bonds 2013 Bonds 2016 Refunding Bonds 2017 Bonds, series A 2017 Refunding Bonds, series B 2018 Refunding Bonds Total bonds payable Sales tax revenue bonds premium Total bonds payable, net Lease liability Subscription IT liability Compensated absences liability Total long-term obligations $ 112,370,000 $ 14,695,000 47,245,000 135,980,000 392,730,000 44,300,000 - $ - $ 112,370,000 $ - (14,695,000) - (6,005,000) - (5,280,000) 41,240,000 130,700,000 392,730,000 5,425,000) 38,875,000 747,320,000 - (31,405,000) 715,915,000 83,418,739 830,738,739 3,398,016 1,125,117 1,176,633 $ 836,438,505 $ 6,305,000 5,540,000 15,045,000 5,745,000 32,635,000 - (10,458,493) 72 960,246 8,758,189 (41,863,493) 788,875,246 41,393,189 - (599,606) 2,798,410 - (210,491) 914,626 851,765 (725,737) 1,302,661 851,765 $ (43,399,327) $ 793,890,943 617,681 210,002 792,870 $ 43,013,742 Business -type activities Balance June 30, 2022 Additions / Accretion Balance Due Within Reductions June 30, 2023 One Year Toll revenue bonds: 2013 Bonds, Series B 2021 Bonds, Series A, B, C Toll revenue bonds premium Total bonds payable, net TIFIA loan Compensated absences liability Total long-term obligations $ 63,606,952 $ 4,394,620 $ 615,059,000 54,368,512 733,034,464 - $ 68,001,572 $ - 615,059,000 (2,537,375) 51,831,137 2,537,375 4,394,620 (2,537,375) 734,891,709 2,537,375 162,385,853 4,644,501 - 167,030,355 - 136,867 237,035 (201,963) 171,939 104,651 $ 895,557,184 $ 9,276,156 $ (2,739,338) $ 902,094,003 $ 2,642,026 The Commission has pledged a portion of future sales tax revenues through maturities of the bonds to repay $715,915,000 in outstanding sales tax revenue bonds payable issued in November 2010 (2010 Bonds), September 2016 (2016 Refunding Bonds), July 2017 (2017A Sales Tax Bonds), December 2017 (2017B Refunding Bonds), and March 2018 (2018 Refunding Bonds) outstanding at June 30, 2023 plus related interest. The bonds are payable solely from the 2009 Measure A sales tax revenues on a senior and subordinate lien basis, respectively. Annual principal and interest payments on the bonds, are expected to require 24% of 2009 Measure A revenues. For the current year, interest paid on the bonds was $38,150,288. Cash subsidies of $2,812,132 related to the bonds were received from the U.S. Treasury during the current year and were recorded as intergovernmental revenues. 59 103 Riverside County Transportation Commission Notes to Basic Financial Statements June 30, 2023 Note 7. Long-term Obligations, Continued In July 2010, the Commission authorized the issuance and sale of not to exceed $900 million of toll revenue bonds related to the 91 Project. In March 2020, the Commission authorized the issuance and sale of not to exceed $725 million of toll revenue refunding bonds related to the RCTC 91 Express Lanes. In October 2021, the Commission authorized the issuance of toll revenue refunding bonds (2021 Toll Refunding Bonds) consisting of $88,735,000 senior lien federally taxable bonds, $450,629,000 senior lien tax-exempt bonds, and $75,695,000 second lien tax-exempt bonds. The proceeds of the 2021 Toll Refunding Bonds were used to refund a portion of the RCTC 91 Express Lanes 2013 Toll Revenue CIBs, pay the purchase price of the 2013 Toll Revenue CIBs accepted tender for cash, refund and prepay the TIFIA loan, fund capitalized interest, make deposits to required reserves, and pay costs of issuance. Certain senior lien tax-exempt bonds issued were exchanged for certain 2013 Toll Revenue CIBs accepted for exchange. Additionally, the Commission deposited available funds with an escrow agent to defease approximately $28,919,000 in accreted value of the 2013 Toll Revenue CABs maturing in the years 2022 through 2025 and 2027 through 2029. Cost of issuance of $3.8 million was expended in connection with the issuance of the 2021 Toll Refunding Bonds. Loss on refunding of $6.7 million was recognized in connection with the issuance of the 2021 Toll Refunding Bonds. The Commission executed aTIFIA loan agreement for up to $152,214,260 in July 2017 as a seniortoll revenue bond on the trust estate, which consists primarily of toll revenues and account revenues less operating and maintenance expenses of the 15 Express Lanes.The 15 Express Lanes opened to motorists on April 10, 2021, and tolling commenced on April 14, 2021. The amount outstanding under the TIFIA loan at June 30, 2023 is $152,214,260, and compounded interest of $14,816,095. Sales tax revenue bonds payable: Under the provisions of the 2009 Measure A, as amended by Measure K approved by the voters in November 2010, the Commission has the authority to issue bonds subject to a bond debt limitation of $975,000,000. The following is a summary of bonds issued and secured by 2009 Measure A revenues that are outstanding at June 30, 2023: 2010 Sales Tax Revenue Bonds (Limited Tax Bonds), Series B (Taxable Build America Bonds): Outstanding In November 2010, the Commission issued sales tax revenue bonds consisting of the $37,630,000 Series A (2010A Bonds) and $112,370,000 Series B (2010B Bonds), for a total issuance of $150,000,000 (collectively, the 2010 Bonds). For the Series B Build America Bonds (BABs), $44,800,000 was designated as recovery zone economic development bonds (RZEDBs). A portion of the 2010 Bonds was used to retire $103,284,000 of the outstanding commercial paper notes with the remaining proceeds used to fund 2009 Measure A Western County and Coachella Valley capital projects and pay costs of issuance for the 2010 Bonds. In December 2017, the 2010A Bonds were refunded. The remaining 2010B Bonds mature in annual installments ranging from $530,000 to $17,980,000 on various dates from June 1, 2032 to June 1, 2039 at an interest rate of 6.807%. The Commission expects, but is not guaranteed, to receive a cash subsidy from the U.S. Treasury equal to 35% of the interest payable on the BABs or 45% of the interest payable on the 2010B Bonds additionally designated as RZEDBs. $ 112,370,000 During 2023 the cash subsidy related to the 2010 Bonds that was received from the U.S. Treasury was approximately $2,812,132, or $169,968 less than the amount anticipated. The subsidy reduction resulted from federal sequestration cuts of 5.7% for federal fiscal year ending September 30, 2023. The federal sequestration cuts may continue for an unknown duration. 60 104 Riverside County Transportation Commission Notes to Basic Financial Statements June 30, 2023 Note 7. Long-term Obligations, Continued In accordance with the bond maturity schedule, and assuming no subsidy reduction, the approximate annual debt service requirements to maturity for the 2010B Bonds payable throughout the term of the bonds are as follows: Year Ending June 30 Principal Interest Total Subsidy Total, net 2024 2025 2026 2027 2028 2029-2033 2034-2038 2039 $ $ 7,649,000 7,649,000 7,649,000 7,649,000 7,649,000 14,540,000 38,209,100 79,850,000 22,887,500 17,980,000 1,224,100 $ 112,370,000 $ 100,565,700 7,649,000 7,649,000 7,649,000 7,649,000 7,649,000 52,749,100 102,737,500 19,204,100 $ 212,935,700 (2,982,100) (2,982,100) (2,982,100) (2,982,100) (2,982,100) (14,897,900) (9,470,800) (551,100) $ (39,830,300) $ 4,666,900 4,666,900 4,666,900 4,666,900 4,666,900 37,851,200 93,266,700 18,653,000 $ 173,105,400 2013 Sales Tax Revenue Bonds (Limited Tax Bonds), Series A (Tax-exempt): Outstanding In October 2016, the Commission issued sales tax revenue bonds of $76,140,000. A portion of the 2016 Refunding Bonds was used to refund all of the outstanding Series A bonds issues in 2009, retire all of the outstanding commercial paper notes, finance a termination payment in connection with an interest rate swap agreement and pay costs of issuance. The outstanding 2016 Refunding Bonds mature in annual installments ranging from $6,305,000 to $7,305,000 on various dates from June 1, 2024 through June 1, 2029 at interest rates ranging from 2.00% to 5.00%. $ 41,240,000 In accordance with the bond maturity schedule, the approximate annual debt service requirements to maturity for the 2016 Refunding Bonds payable throughout the term of the bonds are as follows: Year Ending June 30 Principal Interest Total 2024 2025 2026 2027 2028 2029 $ 6,305,000 6,620,000 6,820,000 7,025,000 7,165,000 7,305,000 $ 1,148,300 833,100 634,500 429,900 289,400 146,100 $ 7,453,300 7,453,100 7,454,500 7,454,900 7,454,400 7,451,100 $ 41,240,000 $ 3,481,300 $ 44,721,300 2017 Sales Tax Revenue Bonds (Limited Tax Bonds), Series A (Tax-exempt): Outstanding In July 2017, the Commission issued sales tax revenue bonds of $158,760,000 at a premium of $28,931,909 to fund a portion of the 1-15 Express Lanes project and complete the 91 Project. The outstanding 2017A Bonds mature in annual installments ranging from $5,540,000 to $11,440,000 on various dates from June 1, 2024 to June 1, 2039 at interest rates ranging from 3.00% to 5.00%. $ 130,700,000 61 105 Riverside County Transportation Commission Notes to Basic Financial Statements June 30, 2023 Note 7. Long-term Obligations, Continued In accordance with the bond maturity schedule, the approximate annual debt service requirements to maturity for the 2017A Sales Tax Bonds payable throughout the term of the bonds are as follows: Year Ending June 30 Principal Interest Total 2024 2025 2026 2027 2028 2029-2033 2034-2038 2039 5,540,000 5,820,000 6,110,000 6,415,000 6,735,000 39,050,000 49,590,000 11,440,000 6,472,600 6,195,600 5,904,600 5,599,100 5,278,300 21,022,800 10,477,100 571,900 $ 12,012,600 12,015,600 12,014,600 12,014,100 12,013,300 60,072,800 60,067,100 12,011,900 $ 130,700,000 $ 61,522,000 $ 192,222,000 In connection with the issuance of the 2017ASalesTax Bonds,the Commission provided forthe establishment of an 1-15 Trust Fund for deposits of sales tax revenues as required by the toll indenture for the 1-15 Express Lanes project. 2017 Sales Tax 2017 Sales Tax Revenue Refunding Bonds (Limited Tax Bonds), Series B (Tax-exempt): In December 2017, the Commission issued sales tax revenue bonds of $392,730,000 at a premium of $80,058,109 to refund all of the outstanding 2010A Bonds and refund a portion of the 2013 Sales Tax Bonds. The 2017B Refunding Bonds mature in annual installments ranging from $15,045,000 to $35,045,000 on various dates from June 1, 2024 to June 1, 2039 at interest rates ranging from 4.00% to 5.00%. $ 392,730,000 Outstanding In accordance with the bond maturity schedule, the approximate annual debt service requirements to maturity for the 2017B Refunding Bonds payable throughout the term of the bonds are as follows: Year Ending June 30 Principal Interest Total 2024 2025 2026 2027 2028 2029-2033 2034-2038 2039 $ 15,045,000 15,800,000 16,590,000 17,415,000 18,290,000 143,745,000 134,865,000 30,980,000 $ 392,730,000 $ 180,480,300 $ 573,210,300 19,366,300 18,614,100 17,824,100 16,994,600 16,123,800 62,225,000 27,783,300 1,549,100 $ 34,411,300 34,414,100 34,414,100 34,409,600 34,413,800 205,970,000 162,648,300 32,529,100 The refunding was undertaken to advance refund all of the outstanding 2010A Bonds and the callable portion of the outstanding 2013 Sales Tax Bonds in the amounts of $37,630,000 and $372,445,000, respectively, and reduce future debt service payments. The reacquisition price exceeded the net carrying amount of the old debt by approximately $41,742,900. This amount is reflected as a deferred outflow of resources and amortized over the life of the old debt, which is the same as the 2017B Refunding Bonds obligation. At June 30, 2023, the unamortized deferred amount on refunding was approximately $28,912,800. 62 106 Riverside County Transportation Commission Notes to Basic Financial Statements June 30, 2023 Note 7. Long-term Obligations, Continued 2018 Sales Tax Revenue Refunding Bonds (Limited Tax Bonds), Series A (Tax-exempt): Outstanding In April 2018, the Commission issued sales tax revenue bonds of $64,285,000 at a premium of $10,723,789 to refund all of the outstanding Series B and Series C bonds issued in 2009 and finance a termination payment in connection with an interest rate swap agreement with Bank of America. The refunding was undertaken to eliminate certain risks associated with managing the Commission's variable rate debt. The outstanding 2018 Refunding Bonds mature in annual installments ranging from $5,745,000 to $7,290,000 on various dates from June 1, 2024 through June 1, 2029 at interest rates ranging from 4.00% to 5.00%. $ 38,875,000 In accordance with the bond maturity schedule, the approximate annual debt service requirements to maturity for the 2018 Refunding Bonds payable throughout the term of the bonds are as follows: Year Ending June 30 Principal Interest Total 2024 2025 2026 2027 2028 2029 5,745,000 5,970,000 6,295,000 6,620,000 6,955,000 7,290,000 1,943,800 1,656,500 1,358,000 1,043,200 712,300 364,400 7,688,800 7,626,500 7,653,000 7,663,200 7,667,300 7,654,400 $ 38,875,000 $ 7,078,200 $ 45,953,200 Toll revenue bonds payable: In July 2010, the Commission authorized the issuance and sale of not to exceed $900 million of toll revenue bonds related to the 91 Project. In March 2020, the Commission authorized the issuance and sale of not to exceed $725 million of toll revenue refunding bonds related to the RCTC 91 Express Lanes. In October 2021, the Commission authorized the issuance of toll revenue refunding bonds (2021 Toll Refunding Bonds) consisting of $88,735,000 senior lien federally taxable bonds, $450,629,000 senior lien tax-exempt bonds, and $75,695,000 second lien tax-exempt bonds. The proceeds of the 2021 Toll Refunding Bonds were used to refund a portion of the RCTC 91 Express Lanes 2013 Toll Revenue capital interest bonds (CIBs), pay the purchase price of the 2013 Toll Revenue CIBs accepted for tender for cash, refund and prepay the TIFIA loan, fund capitalized interest, make deposits to required reserves, and pay costs of issuance. Certain senior lien tax-exempt bonds issued were exchanged for certain 2013 Toll Revenue CIBs accepted for exchange. Additionally, the Commission deposited available funds with an escrow agent to defease approximately $28,919,000 in accreted value of the 2013 Toll Revenue capital appreciation bonds (CABs) maturing in the years 2022 through 2025 and 2027 through 2029. The amount outstanding on the 2013 Toll Revenue CABs at June 30, 2023 is $20,347,880. Cost of issuance of $3.8 million was expended in connection with the issuance of the 2021 Toll Refunding Bonds. Loss on refunding of $6.7 million was recognized in connection with the issuance of the 2021 Toll Refunding Bonds. 63 107 Riverside County Transportation Commission Notes to Basic Financial Statements June 30, 2023 Note 7. Long-term Obligations, Continued 2013 Toll Revenue Bonds, Series B (Capital Appreciation Obligation): Outstanding In July 2013, the Commission issued $52,829,602 principal amount of serial CABs to fund a portion of the 91 Project, pay capitalized interest during construction, fund a debt service reserve fund, fund an initial amount for an operations and maintenance fund, and pay costs of issuance. In October 2021, the Commission refunded a portion of the 2013 Series B Senior Bonds. The CABs will not pay current interest as interest will be compounded commencing December 2021 semiannually and paid at maturity. Therefore, the CABs will increase in value, or accrete, by the accumulation of such compounded interest from its initial principal amount to the maturity value in installments ranging from $4,580,000 to $34,220,000 on various dates from June 1, 2025 through June 1, 2043. Interest rates and yield to maturity range from 3.00% to 4.00%. During 2023, the accretion amount was $4,394,621; the aggregate accretion through June 30, 2023 is $7,018,372. $ 68,001,572 In accordance with the bond maturity schedule, the approximate annual debt service requirements to maturity for the 2013 Toll Bonds CABs payable throughout the term of the bonds are as follows: Year Ending June 30 Principal Interest Total 2024 2025 2026 2027 2028 2029-2033 2034-2038 2039-2043 $ 3,696,600 3,681,000 3,312,500 4,179,600 21,580,500 3,451,400 21,081,600 4,699,700 5,025,700 5,095,100 5,145,400 5,203,100 24,823,300 20,572,400 22,538,700 $ 4,699,700 8,722,300 8,776,100 8,457,900 9,382,700 46,403,800 24,023,800 43,620,300 $ 60,983,200 $ 93,103,400 $ 154,086,600 2021 Toll Revenue Refunding Bonds, Series A: Outstanding In October 2021, the Commission issued $88,735,000 principal amount to (i) refund a portion of the Commission's outstanding Toll Revenue Senior Lien Bonds, 2013 Series A (current interest obligations), (ii) fund capitalized interest with respect to the 2021 Series A Senior Bonds, (iii) make a deposit to the 2013 Bonds Reserve Account (which secured the 2021 Series A Senior Bonds and the 2013 Series B Senior Bonds), and (iv) pay certain costs of issuance of the 2021 Series A Senior Bonds. The outstanding 2021 Toll Revenue Refunding Bonds, Series A mature in annual installments ranging from $2,305,000 to $27,750,000 on various dates from June 1, 2030 to June 1, 2041 at interest rates from 2.477% to 3.335%. $ 88,735,000 Year Ending June 30 Principal Interest Total 2024 2025 2026 2027 2028 2029-2033 2034-2038 2039-2041 $ 12,415,000 61,715,000 14,605,000 $ 88,735,000 2,725,300 2,725,300 2,725,300 2,725,300 2,725,300 13,071,200 6,795,900 1,461,500 $ 2,725,300 2,725,300 2,725,300 2,725,300 2,725,300 25,486,200 68,510,900 16,066,500 $ 34,955,100 $ 123,690,100 64 108 Riverside County Transportation Commission Notes to Basic Financial Statements June 30, 2023 Note 7. Long-term Obligations, Continued 2021 Toll Revenue Refunding Bonds, Series B-1: In October 2021, the Commission issued $437,895,000 principal amount at a premium of $46,512,600 to (i) refund and prepay a portion of the Commission's outstanding Toll Revenue Subordinate Bonds, 2013 TIFIA Series by prepaying a corresponding portion of its obligations under the related TIFIA Loan Agreement, (ii) pay the purchase price of 2013 Series A Senior Bonds accepted for tender for cash, (iii) make a deposit to the 2021 Series B Senior Bonds Reserve Account, and (iv) pay certain costs of issuance of the 2021 Series B Senior Bonds. The outstanding 2021 Toll Revenue Refunding Bonds, Series B-1 mature in annual installments ranging from $5,010,000 to $65,105,000 on various dates from June 1, 2037 to June 1, 2049 at interest rates from 3.000 to 4.000%. $ 437,895,000 Outstanding Year Ending June 30 Principal Interest Total 2024 2025 2026 2027 2028 2029-2033 2034-2038 2039-2043 2044-2048 2049 $ - $ 16,065,800 16,065,800 16,065,800 16,065,900 16,065,900 - 80,329,200 66,740,000 79,076,600 134,480,000 53,619,200 200,760,000 25,800,200 35,915,000 1,077,700 $ 437,895,000 16,065,800 16,065,800 16,065,800 16,065,900 16,065,900 80,329,200 145,816,600 188,099,200 226,560,200 36,992,700 $ 320,232.100 $ 758,127,100 2021 Toll Revenue Refunding Bonds, Series B-2: In October 2021, the Commission issued $12,734,000 principal amount together with the 2021 Series B-1 Senior Bonds, the 2021 Series B Senior Bonds exchanged for the 2013 Series A Senior Bonds accepted a tender for exchange. The outstanding 2021 Toll Revenue Refunding Bonds, Series B-2 mature in annual installments ranging from $1,894,000 to $5,420,000 on various dates from June 1, 2044 to June 1, 2048 at an interest rates of 3.000%. Outstanding $ 12,734,000 Year Ending June 30 Principal Interest Total 2024 2025 2026 2027 2028 2029-2033 2034-2038 2039-2043 2044-2048 12,734,000 382,000 382,000 382,000 382,000 382,000 1,910,100 1,910,100 1,910,100 1,520,300 $ 382,000 382,000 382,000 382,000 382,000 1,910,100 1,910,100 1,910,100 14,254,300 $ 12,734,000 $ 9,160,600 $ 21,894,600 65 109 Riverside County Transportation Commission Notes to Basic Financial Statements June 30, 2023 Note 7. Long-term Obligations, Continued 2021 Toll Revenue Refunding Bonds, Series C: Outstanding In October 2021, the Commission issued $75,695,000 principal amount at a premium of $9,455,800, to (i) refund and prepaythe remaining portion of the Commission's outstanding TIFIA Obligations and (ii) pay certain costs of issuance of the 2021 Series C Second Lien Bonds. The outstanding 2021 Toll Revenue Refunding Bonds, Series C mature in annual installments ranging from $17,585,000, to $58,110,000 on various dates from June 1, 2046 to June 1, 2047 at an interest rate of 4.000%. $ 75,695,000 Year Ending June 30 Principal Interest Total 2024 2025 2026 2027 2028 2029-2033 2034-2038 2039-2043 2044-2047 $ 75,695,000 $ 75,695,000 3,027,800 3,027,800 3,027,800 3,027,800 3,027,800 15,139,000 15,139,000 15,139,000 9,786,800 $ 3,027,800 3,027,800 3,027,800 3,027,800 3,027,800 15,139,000 15,139,000 15,139,000 85,481,800 $ 70,342,800 $ 146,037,800 2017 TIFIA Loan Agreement -1.15 Express Lanes: In July 2017, the Commission executed a TIFIA loan of up to $152,214,260, which proceeds will finance a portion of the costs for the 1-15 Express Lanes project. During construction and for a period of up to five years following substantial completion, interest is compounded and added to the initial TIFIA loan. The TIFIA loan requires mandatory debt service payments at a minimum and scheduled debt service payments to the extent additional funds are available. TIFIA debt service payments are expected to commence on June 1, 2025, which is five years after substantial completion of the 1-15 Express Lanes project, through June 1, 2055. The interest rate of the TIFIA loan is 2.84%. During 2023, $0 was drawn on the TIFIA loan and $4,644,501 in interest was compounded for a total compounded interest of $14,816,095. Outstanding $ 167,030,355 66 110 Riverside County Transportation Commission Notes to Basic Financial Statements June 30, 2023 Note 7. Long-term Obligations, Continued The TIFIA loan is a senior toll revenue bond per the 1-15 Express Lanes project indenture. In accordance with the projected TIFIA loan maturity schedule, the annual debt service requirements to maturity for the TIFIA loan payable throughout the term of the loan are as follows: Mandatory Year ending June 30 Principal Interest Total 2026 2027 2028 2029-2033 2034-2038 2039-2043 2044-2048 2049-2053 2054-2055 Total 176,721,700 $ 112,635,200 $ 289,356,900 Future compounded interest (9,691,345) Total TIFIA loan $ 167,030,355 $ 4,017,700 17,483,200 21,475,000 40,678,500 64,144,700 28,922,600 $ 5,018,900 5,018,900 5,025,800 24,942,900 23,762,300 20,852,900 17,012,300 9,709,600 1,291,600 $ 5,018,900 5,018,900 5,025,800 28,960,600 41,245,500 42,327,900 57,690,800 73,854,300 30,214,200 Pursuanttothe 1-15 Express Lanes projecttoll indenture, the Commission is required to establish the following reserve accounts to support the 15 Express Lanes: • A $16.5 million ramp -up reserve was funded prior to substantial completion and commencement of express lanes operations. The balance at June 30, 2023 is approximately $15.5 million and reflects a $1 million withdrawal in accordance with the indenture and is not required to be replenished; • An $18 million TIFIA loan reserve from an advance of Measure A sales tax revenues up to $3 million per year from 2019 through 2024 to the extent that 15 Express Lanes revenues are not sufficient to fund the TIFIA loan reserve. Through FY 2020/21 $9 million was funded by Measure A Sales Tax revenue and $6 million was funded by 15 Express Lanes toll revenues for a total of $15 million funded through FY 2022/23. The balance as of June 30, 2023 is approximately $15.4 million; and • Up to a $38.5 million backstop loan from Measure A sales tax revenues of up to $3.85 million per year to the extent 15 Express Lanes revenues are not sufficient to cover operations and maintenance costs, TIFIA loan mandatory debt service, and TIFIA scheduled interest. Funding for this account is scheduled to begin in FY 2024/25. The Commission has funded $9,000,000 required for the TIFIA loan reserve with an advance of Measure A sales tax revenues. The loan is included in advances from the Measure A Western County Special Revenue fund to the 15 Express Lanes Enterprise fund. Commercial paper notes payable: In February 2005, the Commission authorized the issuance of tax-exempt commercial paper notes in an amount not to exceed $200,000,000 for the primary purpose of financing right of way and mitigation land acquisition and project development costs of capital projects under the 2009 Measure A. The Commission reduced the authorization to $60,000,000 in September 2013. As of June 30, 2023, $0 was outstanding in commercial paper notes. The source of revenue to repay the commercial paper notes and any subsequent long-term debt refinancing is the 2009 Measure A sales tax. Interest is payable on the respective maturity dates of the commercial paper notes, which is up to 270 days from the date of issuance. The maximum allowable interest rate on the commercial paper notes is 12%. 67 111 Riverside County Transportation Commission Notes to Basic Financial Statements June 30, 2023 Note 7. Long-term Obligations, Continued As a requirementforthe issuance of the commercial paper notes, the Commission entered into a $60,750,000 irrevocable direct draw letter of credit and reimbursement agreement with State Street Bank and Trust Company (State Street) as credit and liquidity support for the commercial paper notes through October 2025. The commitment fees paid to State Street were $258,694 in 2023. Funds are drawn under the letter of credit to pay debt service on the commercial paper notes, and the Commission is required to reimburse the bank for such drawings. Amounts drawn on the letter of credit and not reimbursed within 30 days are not due until five years after the date of such draw. Accordingly, the commercial paper notes are classified as long-term liabilities in the Commission's government -wide financial statements. There were no unreimbursed draws by the Commission on the remaining letter of credit during the year ended June 30, 2023, nor were there any amounts outstanding under the remaining letter of credit agreement at June 30, 2023. The Commission's commercial paper program functions similar to bond anticipation notes for reporting purposes, as the commercial paper notes are issued and retired with long-term debt issuances. Commercial paper notes are classified as long-term debt as long as the Commission's letter of credit facility extends at least one year past its fiscal year end; otherwise, the commercial paper notes are classified as a fund liability. Arbitrage rebate: The Tax Reform Act of 1986 instituted certain arbitrage restrictions with respect to the issuance of tax-exempt bonds and commercial paper notes after August 31, 1986. In general, arbitrage regulations deal with the investment of all tax-exempt bond and commercial paper note proceeds at an interest yield greater than the interest yield paid to bondholders or noteholders. Failure to follow the arbitrage regulations could result in all interest paid to bondholders or noteholders retroactively rendered taxable. In accordance with the arbitrage regulations, if excess earnings were calculated, 90% of the amount calculated would be due to the Internal Revenue Service at the end of each five-year period. The remaining 10% would be recorded as a liability and paid after all bonds had been redeemed. During the current year, the Commission performed calculations of excess investment earnings on all bond and commercial paper financings. There was no arbitrage liability at June 30, 2023. Lease Liability: For the year ended June 30, 2023, the financial statements include GASB Statement No. 87, Leases. The primary objective of this statement is to enhance the relevance and consistency of information about government's leasing activities. This statement establishes a single model for lease accounting based on the principle that leases are financings of the right to use and underlying asset. Under this statement, a lessor is required to recognize a lease liability and an intangible right to use lease asset. The discount rate is based on the entity's incremental borrowing rate. On 6/20/2011, the Commission entered into a 48 -month lease for the use of Pedley Metrolink Station dark fiber. An initial lease liability was recorded in the amount of $56,267. As of 06/30/2023, the value of the lease liability is $28,452. The Commission is required to make monthly fixed payments of $1,200. The lease has an interest rate of 1.1690%. The value of the right to use asset as of 06/30/2023 is $56,267 with accumulated amortization of $28,134. On 11/8/2018, Commission entered into a 28 -month lease for the use of Canon copiers. An initial lease liability was recorded in the amount of $37,758. As of 06/30/2023, the value of the lease liability is $6,555. The Commission is required to make monthly fixed payments of $1,313. The lease has an interest rate of 0.7510%. The value of the right to use asset as of 06/30/2023 is $37,758 with accumulated amortization of $32,097. 68 112 Riverside County Transportation Commission Notes to Basic Financial Statements June 30, 2023 Note 7. Long-term Obligations, Continued On 3/27/2018, the Commission entered into a 75 -month lease for the use of 4080 Lemon Street, 3rd Floor. An initial lease liability was recorded in the amount of $3,856,996. As of 06/30/2023, the value of the lease liability is $2,754,936. The Commission is required to make monthly fixed payments of $48,220. The lease has an interest rate of '1.5130%. The value of the right to use asset as is 06/30/2023 of $3,856,996 with accumulated amortization of $1,220,676. On 07/01/2021, the Commission entered into a 36 -month lease for the use of Automobile Parking - Park & Ride. An initial lease liability was recorded in the amount of $25,205. As of 06/30/2023, the value of the lease liability is $8,467. The Commission is required to make quarterly fixed payments of $2,130. The lease has an interest rate of 1.0030%. The value of the right to use asset as of 06/30/2023 is $25,205 with accumulated amortization of $16,803. In accordance with the standard, the principal and interest expected to maturity for governmental activities is as follows: Year Ending June 30 Principal Interest Total 2024 2025 2026 2027 2028 Total lease liability 617,681 630,706 645,270 675,167 229,586 37,966 28,638 19,022 9,053 724 655,646 659,344 664,292 684,221 230,310 2.798,410 $ 95.403 $ 2,893,813 Subscription Liability: For the year ended 6/30/2023, the financial statements include the adoption of GASB Statement No. 96, Subscription -Based Information Technology Arrangements. The primary objective of this statement is to enhance the relevance and consistency of information about governments' subscription activities. This statement establishes a single model for subscription accounting based on the principle that subscriptions are financings of the right to use an underlying asset. Under this Statement, an organization is required to recognize a subscription liability and an intangible right -to -use subscription asset. The discount rate is based on the entity's incremental borrowing rate. On 03/18/2021, the Commission entered into a 69 -month subscription for the use of Cloud Based Data Base System. An initial subscription liability was recorded in the amount of $296,843. As of 06/30/2023, the value of the subscription liability is $256,619. The Commission is required to make annual fixed payments of $62,400. The subscription has an interest rate of 2.4440%. The value of the right to use asset as of 06/30/2023 is $296,843 with accumulated amortization of $51,625. The Commission has 2 extension option(s), each for 24 months. On 04/27/2022, the Commission entered into a 58 -month subscription for the use of Questica Budget Software. An initial subscription liability was recorded in the amount of $828,274. As of 06/30/2023, the value of the subscription liability is $658,007. The Commission is required to make annual fixed payments of $172,535. The subscription has an interest rate of 2.8360%. The value of the right to use asset as of 06/30/2023 is $828,274 with accumulated amortization of $171,367. Year Ending June 30 Principal Interest Total 2024 2025 2026 2027 2028 Total subscription liability $ 210,002 204,218 215,005 231,049 54,352 $ 914,626 24,933 19,197 13,586 7,673 1,328 66,717 $ 981,343 $ 234,935 223,415 228,591 238,722 55,680 59 113 Riverside County Transportation Commission Notes to Basic Financial Statements June 30, 2023 Note 8. Net Position and Fund Balances Net position: Net investment in capital assets of $306,568,725, as reported on the statement of net position, represents capital assets, net of accumulated depreciation and amortization, of $1,351,213,184 less the related debt of $1,044,644,459.The related debt includes the portion of the sales tax revenue and toll revenue bonds that was used for the development of tolled express lane capital assets. The deficit in business -type activities will be reduced by future toll revenues for the payment of outstanding toll obligations. Net Investment in Capital Assets Governmental Activities Business -Type Activities Total Capital assets, net Less: related debt Total $ 744,749,533 (261,444,846) $ 483,304,687 $ 606,463,651 (783,199,613) $ (176,735,962) $ 1,351,213,184 (1,044,644,459) $ 306,568,725 Additionally, the statement of net position reports $1,392,072,851 of restricted net position, of which $587,911,389 is restricted by enabling legislation with the remaining balance reported as an unrestricted deficit of $510,152,633. Fund balances: Governmental Funds: Measure A: Measure A sales tax revenues are allocated to the three defined geographic areas of Riverside County, consisting of Western County, Coachella Valley, and Palo Verde Valley in proportion to the funds generated within those areas. Revenues must then be allocated to the programs of the geographic areas according to percentages as defined by the Measure A ordinance and are legally restricted for applicable program expenditures. Bond and commercial paper note proceeds are allocated to the geographic areas based on the estimated uses. Accordingly, the related fund balances are classified as follows: Highways: Funds are to be used for project costs including engineering, right of way acquisitions, and construction of the Western County highways and Coachella Valley highways and regional arterials. Funds for new corridors are to be used for environmental clearance, right of way acquisition, and construction of four new Western County transportation corridors identified through CETAP. In order to attract commercial and industrial development and jobs in the Western County, funds are expended to create an infrastructure improvement bank to improve and construct interchanges, provide public transit linkages or stations, and make other improvements to the transportation system. Funds are also provided to support bond financing costs. These program funds are intended to supplement existing federal, state, and local resources. Coachella Valley highway and regional arterial funds are matched by TUMF revenues generated in the Coachella Valley. Accordingly, funds for highways, Coachella Valley regional arterials, new corridors, economic development, and bond financing are reflected as restricted for these specific purposes as stipulated by the 1989 Measure A and 2009 Measure A. Commuter rail: Funds for rail operations and to match federal funds for capital are restricted as stipulated by the 2009 Measure A Western County public transit program. Certain state revenues are restricted for the planning and development of the new Coachella Valley/San Gorgonio Pass corridor rail service. Regional arterials: Funds for regional arterials are used to implement the planned Western County regional arterial system, as defined by WRCOG. Local streets and roads: Funds to be expended by local jurisdictions for the construction, repair, and maintenance of local streets and roads are reflected as restricted as stipulated bythe 2009 MeasureA.The County and local cities are required to supplement those expenditures with other previously dedicated 70 114 Riverside County Transportation Commission Notes to Basic Financial Statements June 30, 2023 Note 8. Net Position and Fund Balances, Continued revenue sources to maintain road improvements. Monies are disbursed to the jurisdictions which comply with the requirements to maintain the same level of funding for streets and roads as existed prior to the passage of the 2009 Measure A and participate in TUMF (as applicable in the Western County and Coachella Valley areas) and the MSHCP in Western County and which annually submit a five-year capital improvement plan. Commuter assistance and transit: Funds for public transit are used to promote and subsidize commuter assistance programs such as ridesharing and telecommuting and specialized transportation to guarantee reduced transit fares, expand existing transit services, and implement new transit services for seniors and persons with disabilities. These funds are restricted as stipulated by the 2009 Measure A. Funds for intercity bus services in Western County and bus replacement and more frequent service in the Coachella Valley are restricted as stipulated by the 2009 Measure A. Debt service: Certain bond proceeds that have been used to make required sinking fund payments in the Debt Service fund as required by the bond agreements are classified as restricted. Amounts held by the trustee equal to the maximum annual debt service are recorded in the Debt Service fund as restricted. 71 115 Riverside County Transportation Commission Notes to Basic Financial Statements June 30, 2023 Note 8. Net Position and Fund Balances, Continued Transportation Development Act: Restricted fund balance for the LTF represents the apportionments related to transit programs by geographic area, bicycle and pedestrian facilities, and planning and programming services and unapportioned revenues. Restricted fund balance forthe STA and State of Good Repair represents the apportionments for transit by geographic area. The TDA restrictions at June 30, 2023 are as follows: Local Transportation Fund State Transit State of Good Assistance Repair Total Bicycle and pedestrian facilities Transit and specialized transportation Western County: Bus transit: $ 9,475,739 City of Banning 19,286 6,189,762 City of Beaumont 100,000 6,699,391 City of Corona 1,270,193 City of Riverside 156,676 Riverside Transit Agency 2,421,098 28,951,416 Apportioned and unallocated 204,909,783 32,664,850 Commuter rail: Commission 9,536,494 964,074 Apportioned and unallocated 44,335,755 37,564,845 1,054,969 Total Western County 251,785,922 123,033,627 8,359,974 Coachella Valley: BusTransit SunLine Transit Agency 1,233,219 14,302,932 3,233,355 18,769,506 Apportioned and unallocated 46,517,910 3,470,750 911,576 50,900,236 Commuter rail: Commission 235,927 - 235,927 Apportioned and unallocated 381,133 - 381,133 $ 9,475,739 45,722 175,671 407,250 399,357 2,997,849 2,315,082 6,254,770 6,975,062 1,677,443 556,033 34,370,363 239,889,715 10,500,568 82,955,569 383,179,523 Total Coachella Valley 47,751,129 18,390,742 4,144,931 70,286,802 Palo Verde Valley: Palo Verde Valley Transit Agency - 526,5433 96,731 623,274 Apportioned and unallocated for transit 3,127,104 207,637 60,000 3,394,741 Total Palo Verde Valley 3,127,104 734,180 156,731 4,018,015 Unapportioned funds 24,437,031 - - 24,437,031 Total transit and specialized transportation $ 336,576,925 $ 142,158,549 $ 12,661,636 $ 491,397,110 Commuter rail: Restricted fund balances in the General fund and a nonmajor governmental fund represent TDA monies to be used for commuter rail operations and capital. Transportation Uniform Mitigation Fee: TUMF revenues to be received by the Commission are to be used for new CETAP corridors and the regional arterial system in Western County and are restricted as follows: CETAP: Funds for the development of new transportation corridors are used to provide congestion relief and mobility within the County and between the County and its neighboring Orange and San Bernardino counties. Funds will be matched by revenues of $370 million generated from the 2009 Measure A. Regional arterials: Funds for regional arterials are used to implement the planned Western County regional arterial system. Funds will be matched by revenues of $300 million generated from the 2009 Measure A. 72 116 Riverside County Transportation Commission Notes to Basic Financial Statements June 30, 2023 Note 8. Net Position and Fund Balances, Continued Prepaid amounts: Prepaid amounts are reported as nonspendable fund balance as they are in nonspendable form. Motorist assistance: Funds in the Service Authority for Freeway Emergencies and Freeway Service Patrol Special Revenue funds are reported as nonmajor governmental funds of $4,700,897 and $8,627,803, respectively, to assist motorists on County roads are restricted as stipulated by the State. General government: Funds allocated by Measure A, TUMF, LTF, motorist assistance, STA, Coachella Valley Rail, and SB 132 programs to the General Fund have been assigned by the Commission for general government administration. Unassigned: The Regional Conservation Nonmajor fund reported a negative unassigned fund balance of $3,392. The Commission anticipates future reimbursements from the Western Riverside County Regional Conversation Authority will reduce the negative fund balance. Proprietary Funds: RCTC 91 Express Lanes: Restricted net position for toll operations consists of net toll revenues from toll operations in the RCTC 91 Express Lanes Enterprise fund in accordance with the toll bond indenture. 15 Express Lanes: Restricted net position for toll operations consist of net toll revenues from toll operations in the 15 Express Lanes Enterprise fund in accordance with the toll bond indenture. Note 9. Commitments and Contingencies Real property and project agreements: The Commission has entered into other agreements in the ordinary course of business with companies and other governmental agencies for the acquisition of real property as well as the engineering and construction of certain highway and commuter rail projects. These agreements, which are significant, are funded with available and future revenues and debt proceeds. Litigation: Certain claims involving disputed construction costs and property acquisition costs, including goodwill claims, have arisen in the ordinary course of business. Additionally, the Commission is a defendant in lawsuits. Although the outcome of these matters is not presently determinable, management does not expect that the resolution of these matters will have a material adverse impact on the financial condition of the Commission. The Commission is party to an ongoing litigation which if settled, would be material to the governmental activity's enterprise fund. Due to the nature of the litigation, outlays, if any, would be recorded as a capital asset in the fiscal year paid. Note 10. Joint Agreements Joint ventures: The Commission is one of five members of the SCRRA, an independent joint powers authority created in June 1992. The SCRRA's board consists of one member from the Ventura County Transportation Commission; two each from the Orange County Transportation Authority (OCTA), the San Bernardino Associated Governments, and the Commission; and four members from the Los Angeles County Metropolitan Transportation Authority. The SCRRA is responsible for implementing and operating a regional commuter rail system (Metrolink) in five southern California counties. As a member of SCRRA, the Commission makes capital and operating contributions for its pro rata share of rail lines servicing the County. The Commission expended $26,339,318 and $3,340,844 during 2023 for its share of Metrolink operating and capital costs, respectively. As of June 30, 2023, cumulative capital contributions were $67,066,253. Other funds for 73 117 Riverside County Transportation Commission Notes to Basic Financial Statements June 30, 2023 Note 10. Joint Agreements, Continued rail service are contributed to the SCRRA by the State from state rail bonds on behalf of the Commission. Separate financial statements are prepared by and available from the SCRRA, which is located at 900 Wilshire Boulevard, Suite 1500, Los Angeles, California 90017. In May 2013 the Commission became a full voting member of the Los Angeles —San Diego —San Luis Obispo (LOSSAN) Rail Corridor Agency with the intent to have greater involvement in regional rail issues because of its legal ownership rights regarding passenger rail service between Fullerton and Los Angeles. The LOSSAN Rail Corridor Agency is a locally governed joint powers authority comprised of 13 agencies created to oversee the intercity passenger rail service in the travel corridor between San Diego and San Luis Obispo County. The Commission's share of administration costs is subject to future negotiations; however, during 2023 the Commission contributed $0 for administration efforts. In May 2017, the Commission became a member of the California Vanpool Authority (CalVans) to share resources and provide public vanpool transportation options for the traveling public. CalVans is a joint powers authority comprised of 12 agencies created to operate vanpool services within the territories of the member agencies. The Commission did not expend any funds during 2023 for CalVans. RCTC 91 Express Lanes cooperative agreements: The RCTC 91 Express Lanes are jointly operated with the existing OCTA 91 Express Lanes and collectively referred to as the 91 Express Lanes. Under the Orange -Riverside Cooperative Agreement, which was entered into in December 2011, the Commission and OCTA agreed on the use of the same initial toll operator, cost and revenue sharing, toll policies, business rules, interoperability of technology, and marketing activities as well as OCTA review of design plans and construction activities for the 91 Project. In May2013the Commission entered into a three -party agreement with OCTA and the third-partytoll operator, for the operations of the 91 Express Lanes. This ensures a streamlined and consistent intercounty travel for motorists on the OCTA 91 Express Lanes in Orange County and RCTC 91 Express Lanes in Riverside County. The third -party toll operator provides operating services in the annual amount of $6,087,538 plus inflation for five initial years with two extension options, subject to Board of Commissioners approval. The third -party toll operator is responsible for the day-to-day operations of the toll facility; another contractor is responsible for maintaining the roadside toll collection system under a separate agreement with the Commission. The three - party agreement expired on March 6, 2022 and was amended March 7, 2022 for an initial five-year term, with two 36 month options, not to exceed 13 years. In November 2019, the Commission awarded an agreement to the third -party operator to develop and install a new back -office system and to provide express lane operator services, including the back office and customer services center. The agreement is a three -party contract including OCTA. The contract has a five- year term beginning upon completion and implementation of the new back -office system, plus two 3 -year options, to operate both the OCTA and RCTC 91 Express Lanes.The operating term began on March 7, 2022 with the conversion to the new back -office system. 1-15 Corridor Freight and Express Lanes Project: The Commission and San Bernardino County Transportation Agency (SBCTA) entered into a Cooperative Agreement (Agreement) on May 24, 2023, formalizing the coordination of the toll facilities between Riverside and San Bernadino counties; collectively referred to as the 1-15 Corridor Freight and Express Lanes project or 1-15 Next. Specifically, the Agreement requires the Commission to assign approximately 2.2 miles of its existing RCTC 15 Toll Lanes to SBCTA in exchange for annual toll revenue payments payable by SBCTA. 74 118 Riverside County Transportation Commission Notes to Basic Financial Statements June 30, 2023 Note 10. Joint Agreements, Continued The assignment is made by the Commission to SBCTA in preparation for planning and constructing a toll facility within the median of 1-15. Construction by SBCTA is anticipated to begin during calendar year 2024 with an estimated completion date of summer 2026. As of June 30, 2023, no impacts have been incurred by the existing RCTC 15 Express Lanes as a result of entering into this Agreement. However, SBCTA will reimburse RCTC 15 Express Lanes for any impacts during construction phase of the project. Furthermore, assignment of the RCTC 15 Express Lanes will not occur until sixty (60) days prior to project completion estimated to occur during calendar year 2026. Management services agreement: The Commission and RCA entered into an Implementation and Management Services Agreement effective January 1, 2021. Under the agreement, the Commission shall administer, coordinate, and supervise the activities of the RCA as set forth in the RCA Joint Exercise of Powers Agreement and shall act for RCA in accomplishing its purposes. The RCA oversees and administers the Multiple Species Habitat Conservation Plan (MSHCP), one of America's most ambitious environmental efforts, in support of its member agencies. The MSHCP is a comprehensive, multi -jurisdictional habitat conservation plan focusing on the permanent conservation of 500,000 acres and the protection of 146 covered species, including 33 that are currently listed as threatened or endangered. RCA reimbursed the Commission $8,474,565 during the year ended June 30, 2023 in connection with the management services provided under this agreement. Note 11. Employees' Pension Plans General Information about the CaIPERS Pension Plan: The Commission contracts with CaIPERS to provide its employees retirement as well as death and retirement disability benefits, which are paid by the CalPERS under a cost sharing multiple -employer plan. CalPERS issues publicly available reports that include a full description of the pension plan regarding benefit provisions, assumptions and membership information that can be obtained from its executive office located at 400 P Street, Sacramento, California 95814, or by visiting the CalPERS website at www.calpers.ca.gov. All permanent Commission employees are eligible to participate in the Miscellaneous Employee Pension Plan, cost -sharing multiple employer defined benefit pension plan administered by CalPERS. Benefit provisions under the Plan are established by State statute and Commission resolution. Benefits Provided - CaIPERS provides service retirement and disability benefits, annual cost of living adjustments and death benefits to plan members, who must be public employees and beneficiaries. Benefits are based on years of credited service, equal to one year of full-time employment. Employees hired prior to January 1, 2013 and attaining the age of 55 with five years of credited California service (service) are eligible for normal retirement and are entitled to a monthly benefit of 2.7% of their final compensation for each year of service. Final compensation is defined as the highest annual salary earned. Retirement may begin at age 50 with a reduced benefit rate. The plan also credits employees for unused sick leave. Employees hired on or after January 1, 2013 who are not "classic" members and attaining the age of 62 with five years of credited service are eligible for normal retirement and are entitled to a monthly benefit of 2% of their three-year final compensation for each year of service. Retirement may begin at age 52 with a reduced benefit rate. Upon separation from the plan prior to retirement, members' accumulated contributions are refundable with interest credited through the date of separation. All members are eligible for non -duty disability benefits after 10 years of service. The pre -retirement death benefit is one of the following: the 1957 Survivor Benefit - level 3 or the Optional Settlement 2W Death Benefit. The post -retirement death benefit is one of the following: lump sum or survivor allowance. The cost -of -living adjustments for each plan are applied as specified by the Public Employees' Retirement Law. 75 119 Riverside County Transportation Commission Notes to Basic Financial Statements June 30, 2023 Note 11. Employees' Pension Plans, Continued The Plan provisions and benefits in effect at June 30, 2023, are summarized as follows: Miscellaneous Hire date Prior to January 1, 2013 On or after January 1, 2013 Benefit formula Benefit vesting schedule Benefit payments Retirement age Monthly benefits, as a % of eligible compensation Required employee contribution rates Required Commission contribution rates 2.7%@ 55 5 years of service Monthly for life 50 - 55 2.0% to 2.7% 8.00% 16.21% 2%@62 5 years of service Monthly for life 52-62 1.0%to 2.0% 8.00% 8.03% Contributions - Section 20814(c) of the California Public Employees' Retirement Law requires that the employer contribution rates for all public employers be determined on an annual basis by the actuary and shall be effective on the July 1 following notice of a change in rate. Funding contributions for the Plan are determined annually on an actuarial basis as of June 30 by CaIPERS. The actuarially determined rate is the estimated amount necessary to finance the costs of benefits earned by employees during the year, with an additional amount to finance any unfunded accrued liability. The Commission is required to contribute the difference between the actuarially determined rate and the contribution rate of employees. For the year ended June 30, 2023, the contributions recognized as part of pension expense for the Plan were as follows: Miscellaneous Contributions - Commission Contributions - Employee $ 1,304,460 765,820 Pension Liabilities, Pension Expenses, and Deferred Outflows/Inflows of Resources Related to Pensions: As of June 30, 2023, the Commission reported a net pension liability for its proportionate shares of the net pension liability of the Plan as follows: Proportionate Share of Net Pension Liability Miscellaneous $ 1,868,313 The Commission's net pension liability for the Plan is measured as the proportionate share of the net pension liability. The net pension liability of the Plan is measured as of June 30, 2023, and the total pension liability for the Plan used to calculate the net pension liability was determined by an actuarial valuation as of June 30, 2022 rolled forward to June 30, 2023 using standard update procedures. The Commission's proportion of the net pension liability was based on a projection of the Commission's long-term share of contributions to the pension plan relative to the projected contributions of all participating employers, actuarially determined. The Commission's proportionate share of the net pension liability for the Plan as of June 30, 2022 and 2023 is as follows: Miscellaneous Proportion -June 30, 2022 Proportion -June 30, 2023 Change - Increase (Decrease) (0.33677%) 0.03993% 0.37670% 76 120 Riverside County Transportation Commission Notes to Basic Financial Statements June 30, 2023 Note 11. Employees' Pension Plans, Continued For the year ended June 30, 2023, the Commission recognized pension expense of $10,009,626. At June 30, 2023, the Commission reported deferred outflows of resources and deferred inflows of resources related to pensions from the following sources: Deferred Outflows of Resources Deferred Inflows of Resources Pension contributions subsequent to measurement date Differences between actual and expected experiences Changes in assumptions Differences between contributions and the proportionate share of contributions Changes in Commission's proportion Net differences between projected and actual earnings on plan investments Tota I 1,304,460 37,519 191,448 1,768,361 5,538,825 342,225 $ 9,182,838 $ 25,129 1,371,708 1,638,896 $ 3,035,733 The $1,304,460 reported as deferred outflows of resources related to contributions subsequent to the measurement date will be recognized as a reduction of the net pension liability in the subsequent fiscal year. Other amounts reported as deferred outflows of resources and deferred (inflows) of resources related to pensions will be recognized as pension expense as follows: Year Ending June 30 2024 2025 2026 2027 1,838,248 1,672,534 1,122,546 209,317 $ 4,842,645 Actuarial Methods and Assumptions -The total pension liability in the June 30, 2022 actuarial valuation was determined using the following actuarial assumptions: Miscellaneous Valuation Date Measurement Date Actuarial Cost Method Actuarial Assumptions: Discount Rate Inflation Projected Salary Increase Investment Rate of Return Mortality June 30, 2021 June 30, 2022 Entry -Age Normal Cost Method 6.90% 2.30% Varies by entry age and service 6.90% net of pension plan investment and administrative expenses, includes inflation Derived using CaIPERS' membership data for all funds The mortality table was developed based on CaIPERS specific data. The rates incorporate Generational Mortality to capture ongoing mortality improvement using 80% of Scale MP 2020 published by the Society of Actuaries. Further details of the experience study can be found on the CaIPERS website. Changes in Actuarial Assumptions - For the measurement period ended June 30, 2022, the discount rate was reduced from 7.15% to 6.90%, the inflation rate was reduced from 2.50% to 2.30%, and the investment rate of return was reduced from 7.15% to 6.90%. 77 121 Riverside County Transportation Commission Notes to Basic Financial Statements June 30, 2023 Note 11. Employees' Pension Plans, Continued Discount Rate - The discount rate used to measure the total pension liability was 6.90% for the Plan. The projection of cash flows used to determine the discount rate assumed that contributions from plan members will be made at the current member contribution rates and that contributions from employers will be made at statutorily required rates, actuarially determined. Based on those assumptions, the Plan's fiduciary net position was projected to be available to make all projected future benefit payments of current plan members. Therefore, the long-term expected rate of return on plan investments was applied to all periods of projected benefit payments to determine the total pension liability. Long Term Expected Rate of Return - In determining the long-term expected rate of return, CalPERS considered long-term market return expectations as well as the expected pension fund cash flows. Projected returns for all asset classes are estimated and combined with risk estimates, are used to project compound (generic) returns over the long-term. The discount rate used to discount liabilities was informed by the long- term projected portfolio return. The table below reflects the expected real rates of return by asset class. Asset Class (a) Current Target Allocation Real Return Years 1 -10 (1,2) Global equity - cap -weighted Global equity- non -cap weighted Private equity Treasury Mortgage -backed securities Investment grade corporates High yield Emerging market debt Private debt Real assets Leverage Total 30% 12% 13% 5% 5% 10% 5% 5% 5% 15% (5%) 100% (1) An expected inflation rate of 2.3% used for this period. (2) Figures are based on the 2021/22 Asset Liability Management study 4.45% 3.84% 7.28% 0.27% 0.50% 1.56% 2.27% 2.48% 3.57% 3.21% (0.59%) Sensitivity of the Collective Net Pension Liability to Changes in the Discount Rate - The following presents the Commission's collective net pension liability/(asset) for the Plan, calculated using the discount rate for the Plan, as well as what the Commission's collective net pension asset would be if it were calculated using a discount rate that is 1% below or 1% higher than the current rate: Miscellaneous 1% Decrease Net Pension Liability Current Discount Rate Net Pension Liability 1% Increase Net Pension Asset 5.90% $8,454,933 6.90% $1,868,313 7.90% ($3,550,841) Pension Plan Fiduciary Net Position - Detailed information about the pension plan's fiduciary net position is available in the separately issued CaIPERS financial reports. 78 122 Riverside County Transportation Commission Notes to Basic Financial Statements June 30, 2023 Note 11. Employees' Pension Plans, Continued Payable to the Pension Plan -At June 30, 2023, the Commission reported a payable of $0 for the outstanding amount of contributions to the pension plan required for the year ended June 30, 2023. 401(a) plan: The Commission offers its employees a 401(a) single employer defined contribution plan referred to as the Money Purchase Plan & Trust (Plan), which covers all permanent full-time employees. Employees are fully vested in the Plan after five years. The Plan, which is administered by the International City/County Management Association (ICMA), requires the Commission to make a contribution of 7.5% of the employees' earnings for the Plan year. Fiduciary responsibility and reporting of the Plan assets rests with ICMA. The Commission has the authority to amend the contribution requirements. Total payroll for covered employees for the current year was $9,934,449. The Commission's contributions to the Plan were $727,420 for the year ended June 30, 2023. Note 12. Post -employment Benefits Other Than Pensions (OPEB) Plan description - The Commission's OPEB plan through the CERBT, is an agent multiple -employer defined benefit plan for eligible retirees and their dependents. CERBT issues a publicly available financial report that can be obtained from its executive office or its website. Benefits provided - The Commission provides post -employment health benefits for eligible retirees and their dependents at retirement. For employees hired on or after January 1, 2007, retirees must have a minimum of 10 years of PERS service and no less than five years of Commission service in order to receive post -employment health benefits in accordance with PERS as per Government Code Section 22893. For employees hired prior to January 1, 2007, retirees are not required to meet the eligibility criteria and may receive post -employment health benefits at the monthly health benefit rate paid for active employees, which was $1,500 at June 30, 2023 The Commission's contributions toward premiums for retiree health insurance are coordinated with Medicare and other benefits provided by federal and state law, when available, to the extent it reduces the cost of insurance premiums. Employees covered by benefit terms at June 30, 2023 are as follows: Inactive employees or beneficiaries currently receiving benefit payments 31 Inactive employees entitled to but not yet receiving benefits 3 Active employees 71 Total 105 Contributions - The contribution requirements of plan members are established and may be amended by the Commission. The Commission has adopted a policy to fund 100% of the actuarially determined amount. For the year ended June 30, 2023, the Commission's average contribution rate was 10.8% of covered - employee payroll. Employees are not required to contribute to the plan. Net OPEB Asset - The Commission's net OPEB asset was measured as of June 30, 2022, and the total OPEB asset used to calculate the net OPEB asset was determined by an actuarial valuation as of that date. 79 123 Riverside County Transportation Commission Notes to Basic Financial Statements June 30, 2023 Note 12. Post -employment Benefits Other Than Pensions (OPEB), Continued Actuarial assumptions -The total OPEB liability in the June 30, 2022 actuarial valuation was determined using the following assumptions, applied to all periods included in the measurement, unless otherwise specified: Actuarial Assumptions June 30, 2022 Measurement Date Inflation Discount rate Salary increases Investment rate of return Healthcare cost trend rates 2.75% per annum 5.25% per annum 3.00% aggregate 5.25% Non -Medicare: 7.0% for 2022, decreasing to an ultimate rate of 4.0% in 2076 and later years Medicare: 6.1%for 2022, decreasing to an ultimate rate of 4.0% in 2076 and later years Mortality rates are based on projected fully generational with Scale MP -2020. The actuarial assumptions used in the June 30, 2022 actuarial valuation were based on the results of an actuarial experience study for the period July 1, 2021 to June 30, 2022. The long-term expected rate of return on OPEB plan investments was determined using a building-block method in which expected future real rates of return (expected returns, net of OPEB plan investment expense and inflation) are developed for each major asset class. In determining the long-term expected rate of return, CaIPERS considered both short-term and long-term market return expectations as well as the expected pension fund cash flows. Using historical returns of all the funds' asset classes, expected compound (geometric) returns were calculated over the short-term (first 10 years) and the long-term (11 years +) using a building-block approach. Using the expected nominal returns for both short-term and long-term, the present value of benefits was calculated for each fund. The expected rate of return was set by calculating the rounded single equivalent expected return that arrived at the same present value of benefits for cash flows as the one calculated using both short-term and long-term returns. The expected rate of return was then set equal to the single equivalent rate calculated above and adjusted to account for assumed administrative expenses. Asset Class Target Allocation Strategy 2 Expected Real Rate of Return Global equity Fixed income TIPS Commodities REITs Assumed long-term rate of inflation Expected long-term net rate of return 34% 41% 5% 3% 17% 4.56% 1.56% (0.08%) 1.22% 4.06% 2.75% 5.25% Changes in Actuarial Assumptions - For the measurement period ended June 30, 2022, the discount rate was reduced from 7.15% to 6.90%, the inflation rate was reduced from 2.50% to 2.30%, and the investment rate of return was reduced from 7.15% to 6.90%. Discount rate - The discount rate to measure the total OPEB asset was 5.25%. The projection of cash flows used to determine the discount rate assumed that contributions from the Commission will be made at contractually required rates, actuarially determined. Based on this assumption, the OPEB plan's fiduciary net position was projected to be available to make projected OPEB payments for current and inactive employees. Therefore, the long-term expected rate of return on OPEB plan investments was applied to all periods of projected benefit payments to determine the total OPEB asset. 80 124 Riverside County Transportation Commission Notes to Basic Financial Statements June 30, 2023 Note 12. Post -employment Benefits Other Than Pensions (OPEB), Continued Changes in the NetOPEB Liability(Asset)-The changes in the net OPEB liability(asset)from the measurement date of June 30, 2021 to June 30, 2022 are as follows: Increase Decrease Total OPEB Liability (Asset) Plan Fiduciary Net Position Net OPEB Liability (Asset) Balances atJune 30, 2021 (measurement date) Changes for the year: Service cost Interest Assumption changes Contributions - employer Experience Net investment income Benefit payments Administrative expense Net changes Balances atJune 30, 2022 (measurement date) $ 8,738,200 $ 11,335,200 (2,597,000) 641,500 - 641,500 482,900 - 482,900 150,300 - 150,300 - 884,100 (884,100) (366,400) 908,300 $9,646,500 (1,500,000) 1,500,000 (366,400) - (1,800) 1,800 (984,100) 1,892,400 $ 10,351,100 $ (704,600) Sensitivity of the net OPEB liability to changes in the discount rate - The following table presents the Commission's net OPEB liability (asset), as well as what the Commission's net OPEB liability would be if it were calculated using a discount rate that is 1% below or 1% higher than the current discount rate: Changes in the Discount Rate 1% Decrease NetOPEB Liability Current Discount Rate Net OPEB Asset 1% Increase Net OPEB Asset 4.25% $724,500 5.25% ($704,600) 6.25% ($1,865,300) Sensitivity of the net OPEB liability (asset) to changes in the healthcare cost trend rates -The following table presents the net OPEB liability (asset) as well as what the Commission's net OPEB liability would be if it were calculated using healthcare cost trend rates that are 1% below or 1% higher than the current healthcare cost trend rates: Changes in the Healthcare Cost Trend Rate 1% Decrease Net OPEB Asset Current Healthcare Trend Rate Net OPEB LAsset 1% Increase Net OPEB Liability 1% Decrease ($2,085,300) Cu rrent Trend ($704,600) 1% Increase $1,029,700 OPEB plan fiduciary net position - Detailed information about the OPEB plan's fiduciary net position is available in the separately issued CERBT financial reports at https://www.calpers.ca.gov/page/employers/ benefit-programs/cerbt. 81 125 Riverside County Transportation Commission Notes to Basic Financial Statements June 30, 2023 Note 12. Post -employment Benefits Other Than Pensions (OPEB), Continued OPEB expense and deferred outflows of resources and deferred inflows of resources related to OPEB - For the year ended June 30, 2022, the Commission recognized OPEB expense/(income) of $717,400. At June 30, 2023 the Commission reported deferred outflows of resources and deferred inflows of resources related to OPEB from the following sources. Deferred Outflows of Resources Deferred Inflows of Resources Contributions subsequent to measurement date Changes in assumptions Differences between actual and expected experiences Net differences between projected and actual earnings on plan investments Tota I 961,600 181,600 907,900 $ 2 051,100 88,900 439,800 $ 528.700 The $961,600 reported as deferred outflows of resources related to contributions subsequent to the measurement date will be recognized as a reduction of the net OPEB liability in the subsequent fiscal year. Amounts reported as deferred outflows of resources and deferred inflows of resources related to OPEB will be recognized in OPEB expense as follows: Year Ending June 30 2024 2025 2026 2027 2028 Thereafter $ 71,700 96,900 88,000 368,300 (38,400) (25,700) $ 560,800 Payable to the OPEB Plan - At June 30, 2023 the Commission reported a payable of $0 for the outstanding amount of contributions to CERBT required for the year ended June 30, 2023. Note 13. Measure A Conformance Requirements Measure A requires that the sales taxes collected may only be used for transportation purposes including administration and the construction, capital acquisition, maintenance, and operation of streets, roads, highways including state highways, and public transit systems and for related purposes. These purposes include expenditures for planning, environmental reviews, engineering and design costs, and related right of way acquisition. Note 14. Adoption of GASB Statement No. 96, Subscription -Based Information Technology Arrangements As of July 1, 2022, the Commission adopted GASB Statement No. 96, Subscription -Based Information TechnologyArrangements.The implementation of this standard establishesthat a subscription ITarrangement results in a right to use subscription IT asset - an intangible asset, and a corresponding liability. The standard provides the capitalization criteria for outlays other than subscription payments, including implementation costs of subscription IT arrangements. The Statement required recognition of certain subscription IT assets and liabilities for subscription IT that previously were recognized as outflows of resources based on the payment provisions of the contract. As a result of implementing this standard, the Commission recognized a right to use subscription IT asset and subscription IT liability of $1,125,117 and $1,125,117, respectively within governmental activities as of July 1, 2022. As a result of these adjustments there was no effect on beginning net position. The additional disclosures required by this standard are included in Notes 5 and 7. 82 126 Riverside County Transportation Commission Notes to Basic Financial Statements June 30, 2023 Note 15. Pronouncements Issued, Not Yet Effective The GASB pronouncements issued prior to June 30, 2023 that have an effective date that may impact future financial presentations include: • GASB Statement No. 99, Omnibus 2022 (The requirements related to financial guarantees and the classification and reporting derivative instruments within the scope of Statement 53 are effective for fiscal years beginning after June 15, 2023, and all reporting periods thereafter). • GASB Statement No. 100, Accounting Changes and Error Corrections, effective for fiscal years beginning after June 15, 2023; and • GASB Statement No. 101, Compensated Absences, effective for fiscal year beginning after December 15, 2023 83 127 RIVERSIDE COUNTY TRANSPORTATION COMMISSION 128 Riverside County Transportation Commission Schedule of Revenues, Expenditures and Changes in Fund Balance Budget and Actual - General Fund Year Ended June 30, 2023 General Revenues Intergovernmental Investmentincome(loss) Other Total revenues Expenditures Current: General government Commuterrail Planning and programming Transitand specialized transportation Total programs Debtservice: Principal Interest Total debtservice Capital outlay Total expenditures Excess (deficiency) of revenues over(u n der) expenditures Otherfinancing sources (uses) Transfers in Transfers out Total otherfinancing sources (uses) Net change in fund balances Fund balances at beginning of year Fund balances at end of year Original Budget Final Budget Actual Variance with Final Budget Positive (Negative) 22,610,600 $ 36,400 22,610,600 $ 36,400 5,225,498 $ 725,357 1,718 5,952,573 (17,385,102) 688,957 1,718 (16,694,427) 22,647,000 12,406,600 44,997,700 2,740,800 1,590,100 22,647,000 11,594,200 44,113,200 5,999,000 1,592,000 30,738,018 3,972,025 911,442 11,594,200 13,375,182 2,026,975 680,558 27,676,915 61,735,200 63,298,400 788,000 48,600 35,621,485 787,736 48,534 264 66 3,343,900 836,600 3,363,900 836,270 101,042 330 3,262,858 65,079,100 67,498,900 36,558,797 30,940,103 (42,432,100) 44,979,600 (2,990,800) 41,988,800 (44,851,900) 44,979,600 (2,990,800) 41,988,800 (30,606,224) 31,925,738 (7,873) 31,917,865 14,245,676 (13,053,862) 2,982,927 (10,070,935) (443,300) $ (2,863,100) See notes to required supplementary information 1,311,641 $ 35,788,510 37,100,151 4,174,741 86 130 Riverside County Transportation Commission Schedule of Revenues, Expenditures and Changes in Fund Balance Budget and Actual - Major Special Revenue Funds Year Ended June 30, 2023 Revenues Sal es taxes Transportation Uniform Mitigation Fee Intergovernmental Investmentincome(loss) Other Total revenues Expenditures Current: General government Bicycleand pedestrian facilities CETAP Commuterassistance Commuter rail Highways Local streets and roads Planning and programming Regional arterials Transit and specialized transportation Total programs Debt service: Principal Interest Total debtservice Capital outlay Total expenditures Excess (deficiency)of revenues over(under) expenditures Otherfinancing sources(uses) Transfers in Transfers out Total otherfinancing sources (uses) Netchangeinfund balances Fund balances at beginning of year Fund balances at end of year See notes to requi red supplementary information Measure A Western County Measure A Coachella Valley Variance with Variance with Final Budget Final Budget Original Final Positive Original Final Positive Budget Budget Actual (Negative) Budget Budget Actual (Negative) $ 204,086,000 $ 220,619,000 $ 230,590,476 $ 9,971,476 $ 49,894,000 $ 53,252,000 $ 55,658,839 $ 2,406,839 119,201,300 120,007,500 61,730,536 (58,276,964) 67,300 67,300 (67,300) 349,700 349,700 7,059,918 6,710,218 1,958,771 1,958,771 589,000 589,000 3,530,551 2,941,551 - 324,226,000 341,565,200 302,911,481 (38,653,719) 49,961,300 53,319,300 57,617,610 4,298,310 565,900 565,900 336,045 229,855 4,385,400 29,061,400 139,812,900 58,774,300 24,494,300 8,422,500 265,516,700 268,261,500 187,020,853 81,240,647 58,159,700 61,183,700 45,891,265 15,292,435 4,362,700 29,511,300 134,825,300 66,386,700 4,030,094 332,606 - - - - 19,310,998 10,200,302 85,048,360 49,776,940 30,009,400 30,985,700 15,327,959 15,657,741 66,569,274 (182,574) 17,250,300 19,298,000 19,480,594 (182,594) 24,183,300 4,626,056 19,557,244 8,426,300 7,100,026 1,326,274 10,900,000 10,900,000 11,082,712 (182,712) 22,400 600 22,361 559 39 41 2,848,500 23,000 22,920 80 6,586,400 4,763,984 1,822,416 268,365,200 274,870,900 191,807,757 83,063,143 58,159,700 61,183,700 45,891,265 15,292,435 55,860,800 66,694,300 111,103,724 44,409,424 (8,198,400) (7,864,400) 11,726,345 19,590,745 30,799,100 31,899,100 15,103,584 (16,795,516) (93,595,200) (93,595,200) (67,493,371) 26,101,829 (62,796,100) (61,696,100) (52,389,787) 9,306,313 140,418 140,418 (428,100) (428,100) - 428,100 (428,100) (428,100) 140,418 568,518 $ (6,935,300) $ 4,998,200 58,713,937 $ 53,715,737 $ (8,626,500) $ (8,292,500) 11,866,763 $ 20,159,263 379,440,191 84,343,540 $ 438,154,128 $ 96,210,303 87 131 Riverside County Transportation Commission Schedule of Revenues, Expenditures and Changes in Fund Balance Budget and Actual - Major Special Revenue Funds, Continued Year Ended June 30, 2023 Revenues Sales taxes Transportation Uniform Mitigation Fee Intergovernmental Investment income(loss) Other Total revenues Expenditures Current: General government Bicycleand pedestrian facilities CETAP Co mm uterassistance Commuter rail Highways Local streets and roads Planning and programming Regional arterials Transit and specialized transportation Total programs Debtservice: Principal Interest Total debtservice Capital outlay Total expenditures Excess (deficiency) of revenues over(under) expenditures Otherfinancing sou rces (uses) Transfers in Transfers out Total otherfinancing sources (uses) Netchangeinfund balances Fund balances at beginning ofyear Fund balances at end ofyear See notesto required supplementary information Transportation Uniform Mitigation Fee Original Budget Final Budget Variance with Final Budget Positive Actual (Negative) $ $ 31,000,000 31,000,000 359,600 359,600 107,600 107,600 18,000 18,000 Local Transportation Fund Original Budget Final Budget Variance with Final Budget Positive Actual (Negative) - $ - $ 130,000,000 $ 150,000,000 $ 156,282,435 $ 6,282,435 34,416,894 3,416,894 - - - - (359,600) 240,100 240,100 15,438,482 15,198,382 2,860,762 2,753,162 5,616,669 5,616,669 22,916 4,916 31,485,200 31,485,200 37,300,572 5,815,372 130,240,100 150,240,100 177,337,586 27,097,486 3,854,700 4,207,600 1,011,752 3,195,848 18,392,300 15,383,400 3,466,066 11,917,334 12,000 12,000 12,000 1,600,000 1,600,000 2,578,177 (978,177) 1,415,000 1,415,000 1,415,000 101,613,000 102,053,000 85,870,179 16,182,821 22,247,000 19,591,000 4,477,818 15,113,182 104,640,000 105,080,000 89,875,356 15,204,644 22,247,000 19,591,000 4,477,818 15,113,182 104,640,000 105,080,000 89,875,356 15,204,644 9,238,200 11,894,200 32,822,754 20,928,554 25,600,100 45,160,100 87,462,230 42,302,130 273,600 273,600 70,362 (203,238) (29,180,100) (29,180,100) (3,974,572) 25,205,528 (28,906,500) (28,906,500) (3,904,210) 25,002,290 (26,313,800) (28,072,800) (27,740,200) 332,600 (26,313,800) (28,072,800) (27,740,200) 332,600 $ (19,668,300) $ (17,012,300) 28,918,544 $ 45,930,844 $ (713,700) $ 17,087,300 59,722,030 $ 42,634,730 119,352,193 $ 148,270,737 276,854,895 $ 336,576,925 88 132 Riverside County Transportation Commission Schedule of Revenues, Expenditures and Changes in Fund Balance Budget and Actual - Major Special Revenue Funds, Continued Year Ended June 30, 2023 State Transit Assistance SB 132 Variance with Variance with Final Budget Final Budget Original Final Positive Original Final Positive Budget Budget Actual (Negative) Budget Budget Actual (Negative) Revenues Sal es taxes $ 26,585,600 $ 26,585,600 $ 37,244,079 $ 10,658,479 $ - $ - $ $ Transportation Uniform Mitigation Fee Intergovernmental 84,486,900 84,486,900 99,942,971 15,456,071 Investmentincome(loss) 120,100 120,100 2,874,905 2,754,805 - - 1,003,838 1,003,838 Other - 5,125 5,125 963,200 963,200 Total revenues 26,705,700 26,705,700 40,124,109 13,418,409 84,486,900 84,486,900 101,910,009 17,423,109 Expenditures Current: General government Bicycleand pedestrian facilities CETAP Co m muter assistance Commuter rail Highways - - - - 182,000,300 172,300,300 154,469,677 17,830,623 Local streets and roads - - - - Planningandprogramming - - - Regional arterials - - - - Transitandspecializedtransportation 36,736,100 36,736,100 25,904,190 10,831,910 Total programs 36,736,100 36,736,100 25,904,190 10,831,910 182,000,300 172,300,300 154,469,677 17,830,623 Debt service: Principal Interest Total debtsend ce Capital outlay Total expenditures 36,736,100 36,736,100 25,904,190 10,831,910 182,000,300 172,300,300 154,469,677 17,830,623 Excess (deficiency) of revenues over(under) expenditures (10,030,400) (10,030,400) 14,219,919 24,250,319 (97,513,400) (87,813,400) (52,559,668) 35,253,732 Otherfinancing sources (uses) Transfers in Transfers out Total otherfinancing sources (uses) 97,513,400 97,513,400 53,949,156 (43,564,244) (4,033,900) (5,133,900) (3,716,784) 1,417,116 - - (4,033,900) (5,133,900) (3,716,784) 1,417,116 97,513,400 97,513,400 53,949,156 (43,564,244) Netchangeinfundbalances $ (14,064,300) $ (15,164,300) 10,503,135 $ 25,667,435 $ - $ 9,700,000 1,389,488 $ (8,310,512) Fund balances at beginning of year 131,655,414 (385,823) Fund balances at end of year $ 142,158,549 $ 1,003,665 See notesto required supplementary information 89 133 Riverside County Transportation Commission Schedule of Proportionate Share of Net Pension Liability Last Ten Fiscal Years' June 30, 2023 Fiscal Year 2023 2022 2021 2020 2019 2018 2017 2016 2015' Measurement Date 2022 2021 2020 2019 2018 2017 2016 2015 2014 Proportion ofthenetpension liability/(asset) 0.03993% -0.11824% 0.00482% 0.08706% 0.08656% 0.08794% 0.08829% 0.09176% 0.08559% Pro po rtio nates h are ofth e net pension liability/(asset) $ 1,868,313 $ (6,394,605) $ 524,003 $ 8,921,123 $ 8,340,905 $ 8,721,456 $ 7,639,639 $ 6,298,052 $ 5,325,565 Covered payroll (measurement year) $ 9,301,613 $ 7,470,675 $ 6,327,777 $ 5,870,876 $ 5,653,205 $ 5,536,781 $ 5,287,151 $ 4,792,270 $ 4,316,567 Pro po rtio nates h are ofth e net pension liability/(asset)as percentageof covered payroll 20.09% -85.60% 8.28% 151.96% 147.54% 157.52% 144.49% 131.42% 123.38% Plan fiduciary net position asa percentageofthetotal pension liability/(asset) 84.58% 88.29% 75.10% 75.26% 75.26% 73.31% 74.06% 78.40% 78.21% See notes to req u i red supplementary information "Fiscal year2015was thefirstyearofimplementation. Represents most recent data available. 90 134 Riverside County Transportation Commission Schedule of Pension Contributions Last Ten Fiscal Yeats June 30, 2023 Fiscal Year Contractuallyrequired contribution (actuarially determined) Contributions in relation to the actuarially determined contributions Contribution deficiency(excess) Covered payroll Contributions as a percentageof covered payroll Valuation date Actuarial cost method Amortizations method Remaining amortization period Assetvaluation method Inflation Projected salary increases Discount rate Retirement age Mortality 2023 2022 2021 2020 2019 2018 2017 2016 20151 $ $ 2 $1,525,557 $ 1,675,734 $1,507,484 $1,321,564 $ 1,222,802 $ 1,101,641 $1,044,018 (1,304,460) (1,203,364) (925,486) (10,221,550) 2 (1,443,593) (1,308,877) (1,238,891) (1,132,393) (1,125,317) $(1,304,460) $ (1,203,364) $ 600,071 $(8,545,816) $ 63,891 $ 12,687 $ (16,089) $ (30,752) $ (81,299) $ 9,934,449 $ 9,301,613 $7,470,675 $ 6,327,777 $5,870,876 $5,653,205 $ 5,536,781 $ 5,287,151 $4,792,270 13.13% 12.94% 12.39% 161.53% 24.59% 23.15% 22.38% 21.42% 23.48% 6/30/20 6/30/19 6/30/18 6/30/17 6/30/16 6/30/15 6/30/14 6/30/13 6/30/12 Entryagenormal cost method Level of percentag eof payroll 20 years as of valuation date 15 yearsmoothed market 2.30% Varies byentryageand service 6.90%(netofadministrativeexpenses) 55 years Derived using CalPERSmembership dataforall funds See notes torequired supplementary information 'Fiscal year2015was thefirstyearofimplementation. Represents most recentdata available. 21n FY2019/20theCommission paid offtheCaliforniaPublic Employees' RetirementSystem net pension liability of$8.1 million, resulting in $0 required actuarially determined contribution beginning in FY2021/22. 91 135 Riverside County Transportation Commission Schedule of Changes in the Net OPEB Liability (Asset) and Related Ratios Last Ten Fiscal Years' June 30, 2023 Fiscal Year 2023 2022 2021 2020 2019 2018 2017' Measurementdate 2022 2021 2020 2019 2018 2017 2016 Total OPEB liability(asset) Servicecost $ 641,500 $ 421,100 $ 408,900 $ 477,000 $ 463,000 $ 449,000 $ 437,000 Interest 482,900 496,000 470,500 462,000 416,000 377,000 338,000 Changes of benefitterms 150,300 80,000 74,000 Differences between expected and actual experience (388,000) - (338,000) - Changesofassumptions 161,400 (148,300) 137,000 Benefit payments (366,400) (315,700) (282,700) (229,000) (192,000) (172,000) (155,000) Netchangein total OPEBliability(asset) 908,300 374,800 448,400 589,000 761,000 654,000 620,000 Beginning total OPEB liability(asset) 8,738,200 8,363,400 7,915,000 7,326,000 6,565,000 5,911,000 5,291,000 Ending total OPEB liability(asset) $ 9,646,500 $ 8,738,200 $ 8,363,400 $ 7,915,000 $ 7,326,000 $ 6,565,000 $ 5,911,000 Plan fiduciarynetposition Employer contributions $ 884,100 $ 728,300 $ 448,000 $ 778,000 $ 725,000 $ 666,000 $ 634,000 Netinvesmentincome (1,500,000) 1,825,700 452,700 577,000 522,000 597,000 86,000 Benefit payments (366,400) (315,700) (282,700) (229,000) (192,000) (172,000) (155,000) Ad ministrativeexpense (1,800) (5,700) (5,400) (2,000) (12,000) (3,000) (2,000) Netchangeinplanfiduciarynetposition (984,100) 2,232,600 612,600 1,124,000 1,043,000 1,088,000 563,000 Beginning fiduciary net position 11,335,200 9,102,600 8,490,000 7,366,000 6,323,000 5,235,000 4,672,000 Ending fiduciary net position $10,351,100 $11,335,200 $ 9,102,600 $ 8,490,000 $ 7,366,000 $ 6,323,000 $ 5,235,000 Ending netOPEBliability(asset) Plan fiduciary net position as a percentageofthetotal OPEB liability(asset) $ (704,600) $ (2,597,000) $ (739,200) $ (575,000) $ (40,000) $ 242,000 $ 676,000 107.30% 129.72% 108.84% 107.26% 100.55% 96.31% 88.56% Coveredpayroll(measurementyear) $ 9,301,613 $ 7,470,675 $ 6,327,777 $ 5,870,876 $ 5,653,205 $ 5,536,781 $ 5,287,151 Net OPEB liability(asset)as a percentageof covered payroll -7.58% -34.76% -11.68% -9.79% -0.71% 4.37% 12.79% Seenotes torequiredsupplementaryinformation 'Fiscalyear2017wasthefirstyearofimplementation. Represents most recent data available. 92 136 Riverside County Transportation Commission Schedule of OPEB Contributions Last Ten Fiscal Years' June 30, 2023 Fisca I Yea r 2023 2022 2021 2020 2019 2018 20171 Actuariallydetermined contribution $ 533,000 $ 517,000 $ 412,000 $ 399,000 $ 549,000 $ 533,000 $ 494,000 Contributions in relation to theactuariallydetermined contribution 961,600 884,100 728,300 448,000 778,000 725,000 666,000 Contribution deficiency(excess) $ (428,600) $ (367,100) $ (316,300) $ (49,000) $ (229,000) $ (192,000) $ (172,000) Covered payroll $9,934,449 $9,301,613 $7,470,675 $6,327,777 $5,870,876 $5,653,205 $5,536,781 Contributions as a percentage of covered -employee payro II Valuation date: Actuariallydetermined contribution rates arecalculated as ofJune30,threeyears priorto theend ofthefiscalyearin which contributions are reported. 9.68% 9.50% 9.75% 7.08% 13.25% Methods and assumptions used to determinecontribution rates: Actuarial cost method Entryage normal - level percentageof payroll Amortization method Level percentag a of payroll Amortization period Ten years Assetvaluation method Investmentgains and losses spread overfive-year rolling period Discount rate 5.25% Inflation 2.75% Healthcarecosttrend rates Non -Medicare: 7.0%for2022, decreasing to an ultimaterateof4.0%in 2076 and lateryears Medicare: 6.3%for2021, decreasing to an ultimate rateof4.0%in 2076 and lateryears Salary increases 3.00%aggregate Investment rate of return 5.25% Reti rement ag e Classic employees: 50-55 Public Employees' Pension Reform Act: 52-62 Mortality Mortality projected fully generational with Scale MP -2020 Seenotes to req uired supplementary information 'Fiscal year2017was thefirstyearofimplementation. Represents most recentdata available. 12.82% 12.03% 93 137 RIVERSIDE COUNTY TRANSPORTATION COMMISSION 94 138 Riverside County Transportation Commission Notes to Required Supplementary Information June 30, 2023 Budgetary Data In February of each year, department heads begin the process of compiling budget data for the upcoming fiscal year. Budget numbers along with supporting documentation are provided to the Chief Financial Officer by March 15. That budget data is compiled and presented to the Executive Director for review and approval and is submitted to the Budget and Implementation Committee at its April meeting. After review by the Budget and Implementation Committee, the proposed budget is scheduled for preliminary review and comment as well as public hearing at the Commission's May meeting. The final budget for the new fiscal year is then adopted by motion of the Board of Commissioners (Board) no later than June 15 of the current year. This appropriated budget covers substantially all Commission expenditures by financial responsibility unit [e.g., General fund and Measure A (for each of the three county areas), Local Transportation Fund, and Transportation Uniform Mitigation Fee special revenue funds] by fund. All appropriated amounts are as originally adopted or as amended by the Commission. Unexpended appropriations lapse at year-end. All budgets are adopted on a basis consistent with generally accepted accounting principles. As adopted by the Board, expenditure activities of the funds with adopted budgets are controlled at the budgetary unit, which is the financial responsibility level, for each function (i.e., administration, programs, intergovernmental distributions, and capital outlay). These functions provide the legal level of budgetary control (i.e., the level at which expenditures cannot legally exceed the appropriated amount). Management has the discretion to transfer the budgeted amounts within the financial responsibility unit according to function. Supplemental budget appropriations were necessary during the year. Pension Plan Schedule of Proportionate Share of Net Pension Liability - The schedule provides the proportion (percentage) of the collective net pension liability (asset), proportionate share (amount) of the collective net pension liability (asset), the Commission's covered payroll, proportionate share (amount) of the collective net pension liability (asset) as a percentage of Commission's covered payroll, and the pension plan's fiduciary net position as a percentage of the total pension liability (asset). Schedule of Pension Contributions - The schedule provides the Commission's actuarially determined contributions to the pension plan, the Commission's actual contributions, the difference between the actual and actuarially determined contributions, and a ratio of the actual contributions divided by covered payroll. Postemployment Benefits Other Than Pensions Schedule of Changes in the Net OPEB Liability (Asset) and Related Ratios - The schedule provides the schedule of changes in the net OPEB liability (asset), the plan fiduciary net position as a percentage of the total OPEB liability (asset), the Commission's covered payroll, and the net OPEB liability (asset) as a percentage of covered payroll. Schedule of OPEB Contributions - The schedule provides the Commission's actuarially determined contributions to the OPEB plan, the Commission's actual contributions, the difference between the actual and actuarially determined contributions, and a ratio of the actual contributions divided by covered payroll. 95 139 RIVERSIDE COUNTY TRANSPORTATION COMMISSION 140 RIVERSIDE COUNTY TRANSPORTATION COMMISSION 142 Riverside County Transportation Commission Nonmajor Governmental Funds Description Special Revenue Funds Measure A Palo Verde Valley: This fund is used to account for the revenues from sales taxes which are restricted to expenditures for Palo Verde Valley programs and activities. Freeway Service Patrol: This fund is used to record the revenues received from state funds for the purpose of implementing a freeway service patrol for motorists. Service Authority for Freeway Emergencies: This fund is used to record the revenues received from Department of Motor Vehicle user registration fees for the purpose of implementing an emergency call box system for motorists. State of Good Repair: This fund is used to account for revenues from sales taxes on gasoline and vehicle fee revenues restricted for transit projects. Coachella Valley Rail: This fund is used to account for revenues from state funds for the planning and development of the new Coachella Valley/San Gorgonio Pass corridor rail service. Other Agency Projects: This fund is used to account for revenues from the Riverside County Regional Park and Open Space District for the interagency cooperative planning and development of projects in the County. Regional Conservation: This fund is used to account for revenues related to management and oversight services provided to the RCA. 99 143 Riverside County Transportation Commission Combining Balance Sheet - NonmajorGovemmental Funds June 30, 2023 Special Revenue Service Measure A Freeway Authority State of Palo Verde Service for Freeway Good Valley Patrol Emergencies Repair Assets Cash and investments $ $ 7,062,278 $ 4,275,088 $ 11,746,919 Receivables: Accounts 207,308 1,948,875 388,564 1,041,273 Interest 89,854 93,490 190,250 Duefrom otherfunds - Prepaid expenditures and otherassets Total assets $ 207,308 $ 9,101,007 $ 4,757,142 $ 12,978,442 Liabilities and fund balances Liabilities: Accounts payable $ 193,808 $ 398,484 $ 49,889 $ 281,106 Duetootherfunds 13,500 61,475 6,356 35,700 Otherliabilities - Total liabilities 207,308 459,959 56,245 316,806 Deferred inflows of resources Unavaialblerevenues Total deferred inflows of resources Fund balances: Nonspendable-prepaid amounts Restricted fo r: 13,245 13,245 Comm uterrail - - Motoristassistance - 8,627,803 4,700,897 Planning and programming Transitand specialized transportation - 12,661,636 Unassigned: - - - Total fund balances 8,627,803 4,700,897 12,661,636 Totalliabilitiesandfundbalances $ 207,308 $ 9,101,007 $ 4,757,142 $ 12,978,442 100 144 Riverside County Transportation Commission Combining Balance Sheet- Nonmajor Govemmental Funds, Continued June 30, 2023 Special Revenue Total Coachella Nonmajor Valley Other Regional Governmental Rail Agency Projects Conservation Funds Assets Cash and investments Receivables: Accounts Interest Duefrom otherfunds Prepaid expenditures and otherassets Total assets 1,955,980 $ 509,422 $ 1,308,851 $ 26,858,538 810,000 32,565 8,974 283,330 - 1,553,643 5,949,663 15,583 430,716 283,330 1,030 1,030 $ 2,271,875 $ 1,328,396 $ 2,879,107 $ 33,523,277 Liabilities and fund balances Liabilities: Accounts payable $ 9,077 $ 470,437 $ 644,992 $ 2,047,793 Duetootherfunds 5,408 5,844 510,860 639,143 0therliabilities 823,941 1,725,617 2,549,558 Total liabilities 14,485 1,300,222 2,881,469 5,236,494 Deferred inflows of resources Unavaialblerevenues Total deferred inflows of resources 13,245 Fund balances: Nonspendable-prepaid amounts Restricted for: Commuterrail Motoristassistance Planning and programming Transitand specialized transportation Unassigned: Total fund balances Total liabilities and fund balances 2,257,390 28,174 1,030 (3,392) 13,245 1,030 2,257,390 13,328,700 28,174 12,661,636 (3,392) 2,257,390 28,174 (2,362) 28,273,538 $ 2,271,875 $ 1,328,396 $ 2,879,107 $ 33,523,277 101 145 Riverside County Transportation Commission Combining Statement of Revenues, Expenditures, and Changes in Fund Balances NonmajorGovemmental Funds Year Ended June 30, 2023 Special Revenue Service Measure A Freeway Authority State of Palo Verde Service for Freeway Good Valley Patrol Emergencies Repair Revenues Sales taxes Intergovernmental Investm ent in co me (loss) Total revenues Expenditures Current: $ 1,179,447 2,999,818 117,409 2,185,474 161,071 4,364,613 312,610 264,047 1,179,447 3,117,227 Commuter rail - Local streets and roads 1,179,447 2,346,545 4,941,270 Motoristassistance - 4,233,896 273,619 Planning and programming Regional conservation Transitand specialized transportation 3,554,081 Total expenditures 1,179,447 4,233,896 273,619 3,554,081 Excess (deficiency) of revenues over(under) expenditures - (1,116,669) 2,072,926 1,387,189 Otherfinancing sources (uses): Transfers in - 2,800,000 Transfers out - (2,855,000) Total otherfinancing sources (uses) - 2,800,000 (2,855,000) Netchangein fund balances - 1,683,331 (782,074) 1,387,189 Fund balances at beginning ofyear - 6,944,472 5,482,971 11,274,447 Fund balances atend of year $ - $ 8,627,803 $ 4,700,897 $ 12,661,636 102 146 Riverside County Transportation Commission Combining Statement of Revenues, Expenditures, and Changes in Fund Nonmajor Governmental Funds, Continued Year Ended June 30, 2023 Special Revenue Total Coachella Other Nonmajor Valley Agency Regional Governmental Rail Projects Conservation Funds Revenues Sales taxes $ - $ $ - $ 5,544,060 Intergovernmental 1,901,477 8,474,565 15,873,944 Investment into me(loss) 57,047 16,796 3,423 619,793 Total revenues 57,047 1,918,273 8,477,988 22,037,797 Expenditures Current: Commuterrail 283,331 - - 283,331 Local streets and roads - - 1,179,447 Motoristassistance - - 4,507,515 Planning and programming - 1,901,795 - 1,901,795 Regional conservation - 8,476,417 8,476,417 Transitand specialized transportation - 3,554,081 Total expenditures 283,331 1,901,795 8,476,417 19,902,586 Excess (deficiency)of revenues over(under) expenditures (226,284) 16,478 1,571 2,135,211 Otherfinancing sou rces (uses): Transfers in Transfers out Total otherfi nancing sources (uses) 283,330 3,083,330 (2,855,000) 283,330 - - 228,330 Netchangein fund balances 57,046 16,478 1,571 2,363,541 Fund balances at beginning ofyear 2,200,344 11,696 (3,933) 25,909,997 Fundbalancesatendofyear $ 2,257,390 $ 28,174 $ (2,362) $ 28,273,538 103 147 Riverside County Transportation Commission Schedule of Revenues, Expenditures and Changes in Fund Balances Budget and Actual—Nonmajor Special Revenue Funds Year Ended June 30, 2023 Measure A Palo Verde Valley Freeway Service Patrol Variance with Variance with Final Budget Final Budget Original Final Positive Original Final Positive Budget Budget Actual (Negative) Budget Budget Actual (Negative) Revenues Sales taxes $ 1,220,000 $ 1,129,000 $ 1,179,447 $ 50,447 $ - $ - $ - $ Intergovernmental 3,200,000 3,200,000 2,999,818 (200,182) Investmentincome(loss) 6,200 6,200 117,409 111,209 Total revenues 1,220,000 1,129,000 1,179,447 50,447 3,206,200 3,206,200 3,117,227 (88,973) Expenditures Current: Commuter rail - - - - Localstreetsandroads 1,077,300 1,136,400 1,179,447 (43,047) Motoristassistance - - 5,692,400 5,706,900 4,233,896 1,473,004 Planning and programming - - - - - Regional conservation - - - - - - - Transitandspecializedtransportation - - - - - Total programs 1,077,300 1,136,400 1,179,447 (43,047) 5,692,400 5,706,900 4,233,896 1,473,004 Excess (deficiency)of revenues over(under) expenditures 142,700 (7,400) 7,400 (2,486,200) (2,500,700) (1,116,669) 1,384,031 Otherfinancing sources(uses) Transfers in - 2,800,000 2,800,000 2,800,000 Transfers out (142,700) (142,700) - 142,700 (217,900) (217,900) 217,900 Totalotherfinancingsources(uses) 1,220,000 (142,700) - 142,700 2,582,100 2,582,100 2,800,000 217,900 Netchangein fund balances $ 1,362,700 $ (150,100) $ 150,100 $ 95,900 $ 81,400 1,683,331 $ 1,601,931 Fund balances at beginning of year - 6,944,472 Fund balancesatend of year $ - $ 8,627,803 104 148 Riverside County Transportation Commission Schedule of Revenues, Expenditures and Changes in Fund Balances Budget and Actual—Nonmajor Special Revenue Funds, Continued Year Ended June 30, 2023 Service Authority for Freeway Emergencies State of Good Repair Variance with Variance with Final Budget Final Budget Original Final Positive Original Final Positive Budget Budget Actual (Negative) Budget Budget Actual (Negative) Revenues Sales taxes $ - $ - $ - $ - $ 4,379,000 $ 4,379,000 $ 4,364,613 $ (14,387) Intergovernmental 2,100,000 2,100,000 2,185,474 85,474 372,200 372,200 312,610 (59,590) Investment income(loss) 3,500 3,500 161,071 157,571 12,000 12,000 264,047 252,047 Total revenues 2,103,500 2,103,500 2,346,545 243,045 4,763,200 4,763,200 4,941,270 178,070 Expenditures Current: Commuterrail - - - - - - - Localstreetsandroads - - - - - - Motoristassistance 412,300 410,900 273,619 137,281 - - - - Planning and programming - - - - - Regional conservation - - - - Transitandspecializedtransportation - - 5,029,200 5,029,200 3,554,081 1,475,119 Total programs 412,300 410,900 273,619 137,281 5,029,200 5,029,200 3,554,081 1,475,119 Excess (deficiency)of revenues over(under) expenditures 1,691,200 1,692,600 2,072,926 380,326 (266,000) (266,000) 1,387,189 1,653,189 Otherfinancing sources(uses) Transfers in Transfers out (3,214,300) (3,214,300) (2,855,000) 359,300 (142,700) (142,700) - 142,700 Totalotherfinancingsources(uses) (3,214,300) (3,214,300) (2,855,000) 359,300 (142,700) (142,700) - 142,700 Netchangeinfund balances $ (1,523,100) $ (1,521,700) (782,074) $ 739,626 $ (408,700) $ (408,700) 1,387,189 $ 1,795,889 Fund balances at beginning of year 5,482,971 11,274,447 Fund balances atend of year $ 4,700,897 $ 12,661,636 105 149 Riverside County Transportation Commission Schedule of Revenues, Expenditures and Changes in Fund Balances Budget and Actual-Nonmajor Special Revenue Funds, Continued Year Ended June 30, 2023 Coachella Valley Rail Other Agency Projects Variance with Variance with Final Budget Final Budget Original Final Positive Original Final Positive Budget Budget Actual (Negative) Budget Budget Actual (Negative) Revenues Sales taxes Intergovernmental Investmentincome(loss) Total revenues - S - $ - $ $ - $ - $ $ 2,370,800 2,370,800 1,901,477 (469,323) 900 900 57,047 56,147 16,796 16,796 900 900 57,047 56,147 2,370,800 2,370,800 1,918,273 (452,527) Expenditures Current: Commuterrail 499,600 499,600 283,331 216,269 - - - Localstreetsandroads - - - - - Motoristassistance - - Planningandprogramming - - - - 2,370,800 2,720,800 1,901,795 819,005 Regional conservation - - - - - Transitand specialized transportation - Total programs 499,600 499,600 283,331 216,269 2,370,800 2,720,800 1,901,795 819,005 Excess (deficiency)of revenues over(under) expenditures (498,700) (498,700) (226,284) 272,416 Otherfinancing sources(uses) Transfers in 441,200 441,200 283,330 (157,870) Transfers out (85,300) (85,300) 85,300 Totalotherfinancingsources(uses) 355,900 355,900 283,330 (72,570) Netchangeinfund balances (350,000) 16,478 366,478 $ (142,800) $ (142,800) 57,046 $ 199,846 $ $ (350,000) 16,478 $ 366,478 Fund balances at beginning of year 2,200,344 11,696 Fund balances atend of year $ 2,257,390 $ 28,174 106 150 Riverside County Transportation Commission Schedule of Revenues, Expenditures and Changes in Fund Balances Budget and Actual—Nonmajor Special Revenue Funds, Continued Year Ended June 30, 2023 Regional Conservation Variance with Final Budget Original Final Positive Budget Budget Actual (Negative) Revenues Sales taxes $ - $ - $ - $ Intergovernmental 10,353,700 9,194,500 8,474,565 (719,935) Investmentincome(loss) - - 3,423 3,423 Total revenues 10,353,700 9,194,500 8,477,988 (716,512) Expenditures Current: Commuterrail - - Localstreetsandroads - - - - Motoristassistance - - - Planning and programming Regional conservation 10,799,100 9,641,700 8,476,417 1,165,283 Transitand specialized transportation Total programs 10,799,100 9,641,700 8,476,417 1,165,283 Excess (deficiency) of revenues over(under) expenditures (445,400) (447,200) 1,571 448,771 Otherfinancing sources(uses) Transfers in - - Transfers out (1,869,400) (1,869,400) - 1,869,400 Total otherfinancing sources (uses) (1,869,400) (1,869,400) - 1,869,400 Netchangeinfund balances $ (2,314,800) $ (2,316,600) 1,571 $ 2,318,171 Fund balances at beginning of year (3,933) Fund balancesatend of year $ (2,362) 107 151 Riverside County Transportation Commission Schedule of Revenues, Expenditures and Changes in Fund Balances Budget and Actual —Capital Projects Funds Year Ended June 30, 2023 Capital Projects Funds Commercial Paper Bonds Variance with Variance with Final Budget Final Budget Original Final Positive Original Final Positive Budget Budget Actual (Negative) Budget Budget Actual (Negative) Revenues Intergovernmental Investment i nco me(loss) Other Total revenues - $ - $ - $ $ - $ - $ - $ 17,800 17,800 971,537 953,737 23,900 23,900 805,556 781,656 17,800 17,800 971,537 953,737 23,900 23,900 805,556 781,656 Expenditures Debtservice: Principal - - - - - - - Interest - - - - - - Total expenditures - - - - - - - Excess (deficiency) of revenues over(under) expenditures 17,800 17,800 971,537 953,737 23,900 23,900 805,556 781,656 Otherfinancing sources (uses) Transfers in - Transfers out - (2,622,091) (2,622,091) (3,036,900) (3,036,900) (8,232,435) (5,195,535) Totalotherfinancingsources(uses) (2,622,091) (2,622,091) (3,036,900) (3,036,900) (8,232,435) (5,195,535) Netchangein fund balances $ 17,800 $ 17,800 (1,650,554) $ (1,668,354) $ (3,013,000) $ (3,013,000) (7,426,879) $ (4,413,879) Fund balances at beginning of year 15,043,286 25,576,707 Fundbalancesatendofyear $ 13,392,732 $ 18,149,828 108 152 Riverside County Transportation Commission Schedule of Revenues, Expenditures and Changes in Fund Balances Budget and Actual —Debt Service Fund Year Ended June 30, 2023 Debt Service Fund Variance with Final Budget Original Final Positive Budget Budget Actual (Negative) Revenues Intergovernmental $ 2,812,100 $ 2,812,100 $ 2,812,132 $ 32 Investmentincome(loss) 11,500 11,500 973,150 961,650 Other Total revenues 2,823,600 2,823,600 3,785,282 961,682 Expenditures Debt service: Principal 31,405,000 31,405,000 31,405,000 Interest 38,150,300 38,150,300 38,150,288 12 Total expenditures 69,555,300 69,555,300 69,555,288 12 Excess (deficiency) of revenues over(under) expenditures (66,731,700) (66,731,700) (65,770,006) 961,694 Otherfinanci ng sources (uses) Transfers in 69,555,300 69,555,300 69,526,935 (28,365) Transfers out (2,812,100) (2,812,100) (2,952,550) (140,450) Total otherfinancing sources (uses) 66,743,200 66,743,200 66,574,385 (168,815) Netchangein fund balances Fund balances at beginning ofyear Fund balances atend ofyear $ 11,500 $ 11,500 804,379 $ 792,879 11,067,296 $ 11,871,675 109 153 Riverside County Transportation Commission Schedule of Expenditures for Local Streets and Roads by Geographic Area - All Special Revenue Funds Year Ended June 30, 2023 Western County: Cityof Banning $ 914,578 Cityof Beaumont 764,669 CityofCalimesa 323,492 Cityof Canyon Lake 294,400 Cityof Corona 5,769,916 City ofEastvale 3,417,628 City of Hemet 2,901,824 CityofJurupaValley 3,463,400 CityofLakeElsinore 2,378,785 Cityof Menifee 3,119,910 Cityof Moreno Valley 6,639,058 Cityof Murrieta 3,740,275 Cityof Norco 1,002,380 Cityof Perris 2,958,085 Cityof Riverside 11,110,303 Cityof San Jacinto 1,540,966 CityofTemecula 4,517,458 CityofWildomar 1,026,180 RiversideCounty 9,356,364 WRCOG(60%shareofcityofBeaumont) 1,147,004 Other 182,600 66,569,274 CoachellaValley: Cityof Cathedral City 2,101,271 Cityof Coachella 827,136 City of DesertHotSprings 734,443 Cityof Indian Wells 296,540 Cityof Indio 2,652,397 Cityof LaQuinta 2,036,267 Cityof Palm Desert 3,562,513 Cityof Palm Springs 3,274,168 Cityof Rancho Mirage 1,216,269 RiversideCounty 2,596,990 Other 182,600 19,480,594 Palo VerdeValley: City of Blythe 880,063 RiversideCounty 256,284 Other 43,100 1,179,447 Total local streets and roads expenditures $ 87,229,315 110 154 Riverside County Transportation Commission Schedule of Expenditures for Transit and Specialized Transportation by Geographic Area and Source - All Special Revenue Funds Year Ended June 30, 2023 Sales Taxes MeasureA Local State State Transportation Transit of Good Fund Assistance Repair Total Western County: Boys and Girls Club ofMenifeeValley $ 127,223 $ $ $ $ 127,223 Boys and Girls Club of SouthwestCounty 151,463 - - - 151,463 Care -A -Van 263,927 - 263,927 CareConnexxus 230,589 230,589 City of Banning 1,866,500 114,516 24,903 2,005,919 City of Beaumont 140,000 2,449,617 473,828 60,000 3,123,445 City of Corona 1,456,060 (574) 25,880 1,481,366 City ofMenifee 2,500 2,500 City of Norco 90,293 90,293 City of Riverside 4,797,327 206,685 5,091 5,009,103 Exceed 127,197 127,197 Friends of Moreno Val ley Center, Inc 123,636 - 123,636 ForestFolk 55,942 - - 55,942 Independent Living Partnership 374,309 - - - 374,309 Michelle's Place 10,052 - - 10,052 OperationSafehouse 37,826 - - - 37,826 Riverside UniversityHealth Systems 720,780 - 720,780 RiversideTransitAgency 4,000,000 49,796,652 23,710,608 2,895,554 80,402,814 United States Veterans Initiative 51,126 51,126 VoicesforChildren 141,618 141,618 Other 451,545 182,600 153,534 426,909 1,214,588 7,100,026 60,548,756 24,658,597 3,438,337 95,745,716 CoachellaValley: Sun LineTransitAgency 10,900,000 24,585,854 1,219,985 102,929 36,808,768 Other 182,712 182,712 Palo VerdeValley: Palo VerdeValleyTransitAgency 11,082,712 24,585,854 1,219,985 735,569 25,608 102,929 36,991,480 12,815 773,992 735,569 25,608 12,815 773,992 Total transitand specialized transportation expenditures $ 18,182,738 $ 85,870,179 $ 25,904,190 $ 3,554,081 $ 133,511,188 111 155 Riverside County Transportation Commission Schedule of Uses of Debt Proceeds and Fund Balances Year Ended June 30, 2023 Capital Projects Commercial Paper Notes Sales Tax Revenue Bonds 1-15 Express Lanes, advance 1-15 Express Lanes, 91 Project, agreements, and other advance agreements, and other Total Revenues Investmentincome $ 971,537 $ 805,556 $ 1,777,093 Total revenues 971,537 805,556 1,777,093 Otherfinancing sou rces (uses) Transfers out Debtserviceoffset (2,622,091) (410,055) (3,032,146) Accumulated interestearned on TIFIA debtservice reserve (981) (981) Requisitions to reimburseCommission funds Salaries and benefits - (49,489) (49,489) Professional services - (163,063) (163,063) Supportservices - (23,265) (23,265) Program operations - (73,882) (73,882) Construction - (6,963,249) (6,963,249) Design -build (548,451) (548,451) Total otherfinancing sources(uses) (2,622,091) (8,232,435) (10,854,526) Netchangein fund balance (1,650,554) (7,426,879) (9,077,433) Fund balances at beginning ofyear 15,043,286 25,576,707 40,619,993 Fund balances atend of year $ 13,392,732 $ 18,149,828 $ 31,542,560 112 156 Riverside County Transportation Commission Statistical Section Overview This part of the Riverside County Transportation Commission's annual comprehensive financial report presents detailed information as a context for understanding what the information in the financial statements, note disclosures, and required supplementary information says about the Commission's overall financial health. Financial Trends: These schedules contain trend information to help the reader understand how the government's financial performance and well-being have changed over time. The schedules include: Net Position By Component Changes in Net Position Fund Balances of Governmental Funds Changes in Fund Balances of Governmental Funds Revenue Capacity: These schedules contain information to help the reader assess the government's most significant local revenue source, the Measure A sales tax. These schedules include: Sources of County of Riverside Taxable Sales by Business Type Direct and Overlapping Sales Tax Rates Principal Taxable Sales Generation by City Measure A Sales Tax Revenues by Program and Geographic Area Measure A Sales Tax by Economic Category Debt Capacity: These schedules present information to help the reader assess the affordability of the government's current levels of outstanding debt and the government's ability to issue additional debt in the future. These schedules include: Pledged Revenue Coverage Ratios of Outstanding Debt by Type Computation of Legal Debt Margin Demographic and Economic Information: These schedules offer demographic and economic indicators to help the reader understand the environment within which the government's financial activities take place. These schedules include: Demographic and Economic Statistics for the County of Riverside Employment Statistics by Industry for the County of Riverside Operating Information: These schedules contain service and infrastructure data to help the reader understand how the information in the government's financial report relates to the services the government provides and the activities it performs. These schedules include: Full-time Equivalent Employees by Function/Program Operating Indicators Capital Asset Statistics by Program 113 158 Riverside County Transportation Commission Primary Government Net Position by Component Last Ten Fiscal Years (Accrual Basis) Fiscal Year 2023 2022 2021 2020 2019 Governmental activities: Netlnvestmentincapital assets $ 483,304,687 $ 415,495,777 $ 353,189,808 $ 552,756,477 $ 706,935,587 Restricted 1,285,771,161 1,115,074,082 977,192,934 816,331,290 794,875,222 Unrestricted(deficit) (510,152,633) (540,884,718) (593,657,822) (652,278,554) (887,668,580) Total governmental activities net position $ 1,258,923,215 $ 989,685,141 ' $ 736,724,920 $ 716,809,213 6 $ 614,142,229 Business-typeactivities: Netlnvestment(deficit)incapitalassets $ (176,735,962) $ (171,650,350) $ (109,184,608) 6 $ (320,213,988) $ (299,852,425) Restricted 106,301,690 130,780,244 54,919,608 43,981,932 25,256,125 Unrestricted (deficit) Totalbusiness-typeactivitiesnetposition(deficit) $ (70,434,272) $ (40,870,106)' $ (54,265,000) 5'6 $ (276,232,056) $ (274,596,300) Source: FinanceDepartment 1 Net investment in capital assets increased in 2014 primarily as a result of construction related to the Perris Valley Lineproject. 2 In FY2015, theCo mmissio n implemented GASB Statement No. 68, Accounting and Financial Reporting for Pensions, and GASB Statement No. 71, Pension Transition for Contributions MadeSubsequenttotheMeasurementDate-AnAmendmentofGASBStatementNo. 68. Prioryearamounts in this presentation havenotbeen revised to reflectthis change. 3 In FY2017, theCommission reached substantial completion on the9l Project and in March 2017 theRCTC91 Express Lanes opened to motorists. 4 In FY2018, theCommission changed its presentation ofnetposition related to intangibleassets. 5 In FY2021, theCo mmissio n reached substantial completion on the 1-15 Express Lanes project and in April 2021 the 15 Express Lanes opened to motorists. 6 Calculation of Net Investment in Capital Assets and Unrestricted (Deficit)was restated based on FY2021 calculation; prioryearamounts in this presentation havenotbeen revised to reflectthis change. In FY2022,theCommission implemented GASBStatementNo. 87, Leases. Prioryearamounts in this presentation havenotbeen revised to reflectthis change. Business -type Activities Net Position by Component $200,000,000 $150300,000 $100,000,000 $50,000,030 $(50,000,000) $(100,000,000) $(150,000,000) $(200,000,000) $(250,000,000) $(300,000,000) $(350,000,000) 1 2021 2020 2019 2018 2017 B Restricted Net Investment (defiat) i n capital assets 114 159 Riverside County Transportation Commission Primary Government Net Position by Component, Continued Last Ten Fiscal Years (Accmal Basis) Fiscal Year 2018 2017 2016 2015 2014 Governmental activities: Netlnvestmentincapitalassets $ 529,178,100 $ 377,309,766 $ 389,646,370 Restricted 801,401,752 596,214,012 615,457,192 Unrestricted (deficit) (857,485,575) (538,356,445) (668,395,594) Total governmental activities net position $ 473,094,277 $ 435,167,333 $ 336,707,968 Business-typeactivities: Net I nvestment(deficit) in capital assets $ (286,349,191) $ (301,737,495) Restricted 8,581,857 ° 242,134,144 Unrestricted (deficit) ° (234,075,489) Total business-typeactivities net position(deficit) $ (277,767,334) $ (293,678,840)' ■ Unrestricted (deficit) ■ Restricted Netlnvestmentin capita I assets $2,000,000,000 509,106,481 $ 381,796,683 1 578,207,942 642,385,244 (623,769,876) (470,327,554) 463,544,547 2 $ 553,854,373 Govemmental Activities Net Position by Component $1,500,000,000 $1,000,000,000 M I $500,000,000 $(500,000,000) - $(1,000,000,000) $(1,500,000,000) 1 2023 2022 2f171 2020 2019 2017 1 2014 11 160 Riverside County Transportation Commission Changes in Primary Government Net Position LastTen Fiscal Years (Accrual Basis) Fiscal YearEndedJune30 2023 2022 2021 2 2020 2019 Expenses Governmental activities: General government $ 3,381,001 $ (2,868,799) $ 1,127,083 $ (1,488,917) $ 1,295,384 Bicydeandpedestrianprojects 2,578,177 1,587,819 3,388,814 1,367,800 2,319,895 CETAP 1,046,199 5,181,055 5,723,685 1,441,976 1,398,238 Commuter assistance 4,187,763 3,229,524 3,110,681 3,673,416 3,612,855 Commuter rail 58,899,642 34,291,250 37,367,041 50,573,511 48,553,459 Highways 177,171,636 159,525,490 122,407,790 134,815,656 91,086,623 Local streets and roads 87,229,315 85,183,610 74,082,952 59,474,660 61,470,359 Motorist assistance 4,606,991 4,322,295 4,498,883 4,818,036 4,403,671 Planning and programming 8,099,856 4,774,012 3,730,032 7,798,197 4,340,660 Regional arterials 8,157,544 24,258,688 30,985,584 11,918,666 17,048,413 Regional conservation 10,243,763 1,492,799 1,832,340 - Transit andsped alized transportation 134,722,572 85,415,249 50,535,684 99,413,296 117,766,548 Interest expense 29,443,644 30,512,904 35,080,824 34,633,146 33,663,673 Total governmental activitiesexpenses 529,768,103 436,905,896 373,871,393 408,439,443 386,959,778 Business -type activities: RCfC91Express lanes 73,232,775 69,463,323 56,311,332 59,962,158 55,039,168 15 Ex press lanes 29,329,925 27,233,103 5,540,819 - - Total primary government expenses Program Revenues Governmental activities: Chargesforservices CETAP $ - $ 5,313 $ - $ - $ - Commuter assistance Commuter rail 314,628 250,000 249,825 251,084 155,587 Highways 137,555 81,503 95,002 132,681 Motorist assistance - 35,980 PI a nni ng a nd programming - - Other 15 8 133 326 Operating grantsand contributions 81,558,262 179,656,964 154,817,759 125,725,762 93,084,805 Capital grantsand contributions 158,239,283 71,849,461 71,536,414 44,793,683 74,558,439 Total governmental activities program revenues 240,112,188 251,899,293 226,685,509 170,865,664 167,967,818 Business -type activities: Chargesforservices RCfC91 Ex press lanes 73,335,918 65,119,434 46,302,018 56,440,369 58,423,461 15 Ex press lanes 39,371,149 37,259,442 5,544,148 Operating grantsand contri butions - - - Totalbusiness-typeactivitiesprogramrevenues 112,707,067 102,378,876 51,846,166 56,440,369 58,423,461 Total primary government revenues 352,819,255 354,278,169 278,531,675 227,306,033 226,391,279 $ 632, 330, 803 $ 533, 602, 322 $ 435, 723, 544 $ 468,401,601 $ 441, 998, 946 Net Revenues (Expenses) Governmental activities (289,655,915) Business -type activities 10,144,367 Total primary government net expense $ (279,511,548) (185,006,603) (147,185,884) (237,573,779) (218,991,960) 5,682,450 (10,005,985) (3,521,789) 3,384,293 (179,324,153) $ (157,191,869) $ (241,095,568) $ (215,607,667) General Revenues and0therChanges in Net Position Governmental activities: MeasureAsalestaxes $ 287,428,762 $ 280,170,582 $ 242,943,840 $ 195,036,321 $ 201,204,995 Transportation Development Act salestaxes 197,891,127 180,682,280 146,615,629 128,080,154 131, 021, 230 Unrestricted investment earnings(loss) 25,402,156 (14,295,090) 2,326,345 14,537,908 21,130,957 Other miscel laneous revenue 2,477,425 2,574,199 5,765,473 574,705 3,261,873 lease f i nand ng Gain on sale of capital assets 443,461 Transfers 45,694,519 (11,165,147) (230,548,696) 2,010,675 2,977,396 Total governmental activities 558,893,989 437,966,824 167,102,591 340,239,763 360,039,912 Business -type activities: Unrestricted investment ea rni ngs(loss) 5,985,986 (3,452,703) 324,156 3,896,708 2,764,137 Other miscel laneous revenue Gain on sale of capital assets 1,100,189 Transfers (45,694,519) 11,165,147 230,548,696 (2,010,675) (2,977,396) Total business -type activities (39,708,533) 7,712,444 231,973,041 1,886,033 (213,259) Total primary government $ 519,185,456 $ 445,679,268 $ 399,075,632 $ 342,125,796 $ 359,826,653 Changes in Net Position Governmental activities $ 269,238,074 $ 252,960,221 $ 19,916,707 $ 102,665,984 $ 141,047,952 Business -type activities (29,564,166) 13,394,894 221,967,056 (1,635,756) 3,171,034 Total primary government $ 239,673,908 $ 266,355,115 $ 241,883,763 $ 101,030,228 $ 144,218,986 Source: Finance Department 1 In FY 2022 the Commission implemented GASBStatement No. 87, Leases. Prior year a mounts i n thi s presentati on have not been revi sed to reflect thischange. 2 In FY 2021 the Commission reached substantial completion onthe 15 Express lanes project and i n Apri I 2021 the 15 Express Lanesopened to motorists. Additionally, the Commission became the managing agency for the Western Riverside County Regional ConservationAuthority. 116 161 RiversideCountyTransportation Commission Changes in PdmaryGovemmentNet Position, Continued LastTen Fiscal Years (Accrual Basis) Fiscal YearEnded June30 2018 2017 3 2016 2015 4 2014 Expenses Governmental activities: General government $ 3,654,628 $ 7,258,051 $ 6,614,285 $ 7,402,725 $ 6,994,832 Bicycle and pedestrian projects 1,142,306 1,314,932 212,547 1,747,090 1,065,476 CETAP 22,285,913 2,489,440 1,871,426 4,130,374 2,195,074 Commuter assistance 3,668,307 2,658,782 2,615,610 2,914,990 3,171,842 Commuter rail 36,578,920 38,964,217 41,449,269 20,455,178 17,255,402 Highways 79,234,802 264,283,974 245,668,543 228,857,938 339,194,681 Local streets and roads 53,639,698 51,864,011 49,826,564 48,615,708 46,677,580 Motorist assistance 3,835,612 4,164,892 4,149,320 4,314,601 3,498,420 Planning and programming 4,758,503 3,141,759 3,965,071 3,064,115 3,216,441 Regional arterials 12,897,557 19,040,012 23,095,562 21,010,980 23,886,840 Regional conservation - Transitandspecializedtransportation 90,185,227 80,724,591 70,611,967 86,712,958 78,723,898 Interest expense 46,421,211 49,214,579 53,558,472 50,037,270 52,939,762 Total governmental activitiesexpenses 358,302,684 525,119,240 503,638,636 479,263,927 578,820,248 Business -type activities: RCTC91 Expresslanes 49,452,297 13,260,254 - - - 15 Ex press la nes - - Totalprimarygovernmentexpenses $ 407,754,981 $ 538,379,494 $ 503,638,636 $ 479,263,927 $ 578,820,248 Program R even u es Governmental activities: Chargestorservices CETAPCommuter assistance Commuter rail 254,627 250,416 Highways 51,629 Motorist assistance 4,149 635,373 Other 479 447 Operating grants a nd contri butions 45,363,624 35,611,287 Capital grantsand contributions 66,910,285 16,451,903 Total governmental activities program revenues 112,584,793 52,949,426 Business -type activities: Chargesforservices RCTC 91 Ex press La nes 50,446, 824 10,123, 572 15 Ex press la nes Operating grantsand contributions - 1,723 Capital grantsand contributions - Total busi ness-type activities program revenues 50,446,824 10,125,295 Total primary government revenues 163,031,617 63,074,721 255,847 786,869 297,911 90,655 412,535 1,076,751 21,307 15,026 421 450 999 42, 568, 860 57, 784, 238 61, 767, 456 54, 062, 314 70,133,121 71, 744, 926 97, 964,193 97, 964,193 128, 816, 640 134, 238, 853 128, 816, 640 134, 238, 853 Net Revenues (Expenses) Governmental activities (245,717,891) (472,169,814) (405,674,443) (350,447,287) (444,581,395) Busi ness-type activities 994,527 (3,134,959) - - - Totalprimarygovernmentnetexpense $ (244,723,364) $ (475,304,773) $ (405,674,443) $ (350,447,287) $ (444,581,395) General Revenues andOtherChanges in Net Position Governmental activities: MeasureAsalestaxes $ 176,301,656 $ 175,320,207 $ 167,630,239 $ 163,092,776 $ 156,355,894 Transportation Development Act sal estaxes 110,878,557 94,639,514 97,134,594 94,816,814 91,953,554 Unrestricted investment earnings 8,916,321 4,262,323 8,383,732 6,060,400 9,794,662 Other miscellaneous revenue 2,497,942 5,859,819 4,950,964 1,643,078 556,049 Lease tinancing - Gainonsaleofrapitalassets 738,335 - 14,574 Transfers (14,949,641) 290,547,316 - - Total governmental activities 283,644,835 570,629,179 278,837,864 265,613,068 258,674,733 Business -type activities: Unrestrictedinvestmentearnings (32,662) 3,435 - - - Othermiscellaneousrevenue - - - Gainonsaleofrapital assets - - - Transfers 14,949,641 (290,547,316) - - - Total business -type activities 14,916,979 (290,543,881) Total primary government $ 298,561,814 $ 280,085,298 $ 278,837,864 $ 265,613,068 $ 258,674,733 Changes in Net Position Governmental activities $ 37,926,944 $ 98,459,365 $ (126,836,579) $ (84,834,219) $ (185,906,662) Busi ness-type activities 15,911,506 (293,678,840) - - - Totalprimarygovernment $ 53,838,450 $ (195,219,475) $ (126,836,579) $ (84,834,219) $ (185,906,662) Source: Finance Department 3 In FY 2017 the Commission reached substantial completion onthe 91 Project and in March 2017 the RCTC91 Expresstanesopened to motorists. Additionally, the Commissionearly implemented GASBStatement No. 75, Accounting andFinandal Reporting for Post -Employment Benef its Other Than Pensions, and GASBStatement No. 85, Omnibus2017. 4 1n FY 2015 the Commission implemented GASBStatement No. 68, Accounting and Fi nancial Reporting for Pensions, and GASBStatement No. 71, Pension Transition for Contri buti onsMade Subsequent to the Measurement Date- An Amendment ofGASBStatement No.68. Prioryearamountsinthispresentationhavenotbeenrevisedtoreflectthischange. 117 162 Riverside County Transportation Commission Changes in Primary Govemment Net Position (Continued) Last Ten Fiscal Years (Accrual Basis) $698,500,00 0 $598,500,000 Expenses by Function $498,500,000 — $398,500,000 $298,500,00 0 ■ $198,500,000 II — 1 • � I 98 5 00 000 11-11■ ■ ■ I ■ ■ ■ I I $(1,5 00,000) 202 3 202 2 2021 202 0 2019 2018 2017 2016 2015 2014 Bicyde and pedestrian facilities CETAP • Commuter assista nce Commuter rail Highways • Local streets and roads Motorist assMa nce • Planning and programming Regional arterials • Regional conservation ▪ Transit and specialized transportation • Toll operations • Interest expense 118 163 Changes in Primary Government Net Position (Continued) Last Ten Fiscal Years (Accrual Basis) Revenues by Source $882,000,000 $782,000,000 $682,000,000 $582,000,000 $482 ,000,00 0 $382 ,000,00 0 $282 ,000,00 0 $182,000,000 $82,000,000 $(18,000,000) 202 3 202 2 2021 202 0 2019 2018 2017 2016 2015 2014 ■ Chargesforservices ■ Operating g rants a nd contributions ■ Capital grants a nd contributions • Measure Asales taxes ▪ Transportation Development Act sales taxes ■ Unrestricted investment ea rnings (lass) Other miscella nexus revenue ■ Lease financing ▪ Gain onsale of capital assets, net 119 164 Riverside County Transportation Commission Fund Balances of Governmental Funds Last Ten Fiscal Years (Modified Accrual Basis) Fiscal Year 2023 2022 2021 2020 2019 GENERAL FUND General fund: Nonspendable $ 541,973 $ 479,416 $ 164,621 $ 136,038 $ 345,881 Restricted 33,989,895 32,259,329 34,147,160 22,458,450 25,551,922 Assigned 2,568,283 3,049,765 3,606,250 3,267,803 3,226,466 Total general fund $ 37,100,151 $ 35,788,510 $ 37,918,031 $ 25,862,291 $ 29,124,269 ALL OTHER GOVERNMENTAL FUNDS All othergovernmental funds: Nonspendable $ 1,335,606 $ 3,168,147 $ 3,393,790 $ 3,033,953 $ 3,675,091 Restricted 1,232,729,866 1,066,079,305 927,622,993 781,460,503 758,687,069 Unassigned (3,392) (389,756) (143,114) (30,566) (1,272,356) Total allothergovernmentalfunds $ 1,234,062,080 $ 1,068,857,696 $ 930,873,669 $ 784,463,890 $ 761,089,804 Source: FinanceDepartment 120 165 Riverside County Transportation Commission Fund Balances of Govemmental Funds, Continued Last Ten Fiscal Years (Modified Accrual Basis) Fiscal Year 2018 2017 2016 2015 2014 GENERAL FUND General fund: Nonspendable $ 232,793 $ 232,759 $ 192,235 $ 255,446 $ 257,721 Restricted 22,470,358 16,321,159 7,143,844 5,680,411 5,073,685 Assigned 3,337,343 2,572,182 3,456,111 4,246,940 5,258,703 Total general fund $ 26,040,494 $ 19,126,100 $ 10,792,190 $ 10,182,797 $ 10,590,109 AL, OTHER GOVERNMENTAL FU N DS All other governmental funds: Nonspendable $ 4,627,240 $ 9,162,068 $ 10,848,614 $ 21,510,571 $ 31,978,235 Restricted 745,638,560 678,147,954 718,780,598 772,109,076 988,908,077 Unassigned (268,754) (23,054) Total allothergovernmentalfunds $ 749,997,046 $ 687,286,968 $ 729,629,212 $ 793,619,647 $ 1,020,886,312 Source: Finance Department 121 166 Riverside County Transportation Commission Changes in Fund Balances of Governmental Funds Last Ten Fiscal Years (Modified Accrual Basis) Fiscal Year 2023 2022 2021 2020 2019 Revenues Sales taxes $ 485,319,889 $ 460,852,862 $ 389,559,469 $ 323,116,475 $ 332,226,225 Transportation Uniform Mitigation Fee 34,416,894 35,509,031 28,301,547 23,257,905 29,968,449 Intergovernmental 201,023,563 213,808,004 203,029,590 145,904,252 138,541,133 Investment income 25,470,256 (14,230,774) 2,387,089 14,594,910 21,311,968 Other 4,523,510 3,274,412 5,863,647 2,283,994 6,418,190 Total revenues 750,754,112 699,213,535 629,141,342 509,157,536 528,465,965 Expenditures Current: General Government 348,045 341,937 410,552 546,338 1,044,403 Programs: Bicycleandpedestrianfacilities 2,578,177 1,587,819 3,388,814 1,367,800 2,319,895 CETAP 1,011,752 5,279,295 2,016,814 11,104,808 1,394,120 Commuterassistance 4,030,094 3,434,404 3,071,831 3,938,474 3,603,353 Commuterrail 50,332,347 21,219,827 29,379,805 41,069,694 40,805,316 Highways 254,845,996 247,656,937 197,817,830 285,955,203 203,662,390 Local streets and roads 87,229,315 85,183,610 74,082,952 59,475,694 61,470,359 Motoristassistance 4,507,515 4,474,970 4,486,182 4,934,056 4,398,842 Planning and programming 7,288,820 5,702,031 3,640,958 8,828,203 4,307,859 Regional arterials 8,092,122 24,379,344 30,972,795 12,059,400 17,042,375 Regional conservation 8,476,417 3,974,222 1,721,498 - - Transitandspecializedtransportation 134,422,630 85,924,817 50,489,119 99,777,205 117,748,091 Debt service: Principal 32,215,097 30,573,211 28,505,099 27,253,683 25,977,461 Interest 38,199,381 39,649,974 41,255,647 42,511,371 43,595,769 Costoflssuance - - - Paymentto escrow agent Capital outlay 4,865,026 5,950,413 4,750,342 3,536,042 5,663,109 Total expenditures 638,442,734 565,332,811 475,990,238 602,357,971 533,033,342 Excess (deficiency) of revenues over (under) expenditures 112,311,378 133,880,724 153,151,104 (93,200,435) (4,567,377) Dther financing sources (uses): Refunding debt issuance Debt issuance - - 15,660,996 111,301,868 14,946,136 Discount on debtissuance Premium on debt issuance Paymentto refunded bond escrow agent - 55,000 Transfers in 173,799,523 115,432,568 116,427,274 119,642,321 116,363,248 Transfers out (119,594,876) (113,458,786) (126,773,855) (117,631,646) (112,620,474) Total otherfinancing sou rces (uses) 54,204,647 1,973,782 5,314,415 113,312,543 18,743,910 Net change in fund balances $ 166,516,025 $ 135,854,506 $ 158,465,519 $ 20,112,108 $ 14,176,533 Debt service as a percentage of noncapital expenditures 12.8% 14.8% 17.7% 15.8% 16.7% Source: Finance Department 1 Debtserviceas a percentageof no ncapital expenditures in 2014 increased sig nificantly as a result of theretirement of $60,000,000 of commercial paper, which is included in principal payments and interest payments and cost of issuanceasa result ofthe issuanceof$638,854,602 in debt. 2 Debtserviceas a percentageof no ncapital expenditures in 2018 increased significantlyas a result of the retirement of commercial paperand a current refunding of debt, which included a swap termination payment. 122 167 Riverside County Transportation Commission Changes in Fund Balances of Governmental Funds, Continued Last Ten Fiscal Years (Modified Accrual Basis) Fiscal Year 2018 2017 2016 2015 2014 Revenues Sal es taxes $ 287,180,213 $ 269,959,721 $ 264,764,833 $ 257,909,590 $ 248,309,448 Transportation Uniform Mitigation Fee 23,699,764 19,594,829 19,831,327 17,400,782 11,284,394 Intergovernmental 88,207,011 32,467,616 76,821,362 110,515,661 122,486,605 Investment income 9,149,672 4,483,174 8,592,753 6,258,226 9,979,912 Other 3,199,483 6,746,055 7,295,648 2,542,359 1,282,520 Total revenues 411,436,143 333,251,395 377,305,923 394,626,618 393,342,879 Expenditures Current: General Government 977,898 6,558,752 6,514,255 7,302,325 6,991,303 Programs: Bicycleand pedestrian facilities 1,142,306 1,314,932 233,815 1,747,090 1,065,476 CETAP 22,275,429 4,028,104 5,249,516 4,135,996 6,509,915 Commuterassistance 3,647,662 2,686,073 2,648,632 2,891,431 3,136,150 Commuter rail 37,700,157 32,820,139 95,717,909 112,424,851 68,072,414 Highways 187,087,621 250,383,800 372,657,029 325,128,109 299,398,122 Local streets and roads 53,639,698 51,864,011 49,826,564 48,615,815 46,677,580 Motorist assistance 3,825,722 4,177,349 4,159,520 4,317,961 3,498,420 Planning and programming 4,677,940 3,248,031 4,090,731 3,099,358 3,204,073 Regional arterials 12,888,439 19,056,339 23,111,109 21,016,097 23,886,840 Regional conservation Transit and specialized transportation 90,153,923 80,764,125 70,652,804 86,725,394 78,723,898 Debtservice: Principal 62,140,974 27,317,242 7,814,176 7,411,654 67,112,884 Interest 50,606,912 44,684,153 45,620,922 45,913,275 43,410,203 Costoflssuance 2,256,061 654,007 7,050,855 Paymentto escrow agent 70,800,000 63,900,000 Capital outlay 2,606,851 5,670,356 1,182,208 475,334 143,888 Total expenditures 606,427,593 599,127,413 689,479,190 671,204,690 658,882,021 Excess (deficiency) of revenues over (under) expenditures (194,991,450) (265,876,018) (312,173,267) (276,578,072) (265,539,142) Other financing sources (uses): Refunding debt issuance 457,015,000 Debt issuance 158,760,000 249,498,089 248,792,225 48,904,095 638,854,602 Discounton debt issuance - (2,433,315) Premium on debt issuance 119,713,807 8,414,007 - - 38,328,775 Paymentto refunded bond escrow agent (471,089,840) Transfers in 300,623,670 182,713,859 162,708,720 232,626,156 481,987,735 Transfers out (300,406,715) (208,758,271) (162,708,720) (232,626,156) (481,987,735) Total otherfinancing sources (uses) 264,615,922 231,867,684 248,792,225 48,904,095 674,750,062 Net change in fund balances $ 69,624,472 $ (34,008,334) $ (63,381,042) $ (227,673,977) $ 409,210,920 Debt service as a percentage of noncapital expenditures 23.7% 2 Source: Finance Department 12.2% 10.6% 11.0% 19.1% 1 123 168 Riverside County Transportation Commission Sources of County of Riverside Taxable Sales by Business Type Last Ten Calendar Years (In Thousands) Apparel stores General merchandisestores Food stores Eating&drinking Household Building materials Automotive Otherretail sales Total all otheroutlets MeasureA directsalestaxrate(0rdinance88-1 through 2009 and 02-001 thereafter) 2022 $ 2,960,410 5,099,730 2,258,142 5,523,671 1,913,811 3,739,593 12,734,351 11,239,330 16,648,116 2021 $ 2,787,245 4,756,624 2,121,729 4,936,088 1,999,156 3,598,728 11,430,453 9,700,524 14,204,649 $ 62,117,154 $ 0.50% 2020 1,834,633 4,123,079 1,953,653 3,615,577 2,106,383 3,103,094 8,509,066 5,076,176 11,991,812 2019 2018 $ 2,361,700 $ 2,315,433 3,967,112 3,560,755 1,822,075 1,790,507 4,282,201 4,004,657 2,104,126 1,962,650 2,500,049 2,346,508 8,938,497 8,788,907 3,087,294 3,273,276 11,563,944 10, 876,806 55,535,196 $ 42,313,473 $ 40,626,998 $ 38,919,499 0.50% Source: California DepartmentofTaxand FeeAdministration, as successorto CalifomiaStateBoard of Equalization 1 Year represents most recentdata available. Total all other outlets 27% Other retail sales 18% 0.50% 0.50% Sources of County of Riverside Taxable Sales by Business Type for 2022 Apparel stores 5% General merchandise stores 8% Food stores 4% Eating & drinking 9% 0.50% Household 3% Building materials 6% Automotive 20% 124 169 Riverside County Transportation Commission Sources of County of Riverside Taxable Sales by Business Type, Continued Last Ten Calendar Years (In Thousands) 2017 2016 2015 2014 2013 Apparel stores $ 2,199,511 $ 2,190,228 $ 2,136,728 $ 1,989,623 $ 1,771,603 Generalmerchandisestores 3,101,256 3,052,409 3,040,244 3,289,057 3,298,920 Food stores 1,666,910 1,574,030 1,727,518 1,509,404 1,421,590 Eating&drinking 3,852,674 3,648,980 3,384,494 3,093,861 2,836,388 Household 1,730,702 1,386,985 1,135,235 1,030,455 996,484 Building materials 2,161,593 1,965,101 1,826,294 1,706,184 1,535,178 Automotive 8,282,532 7,751,812 7,693,173 7,844,773 7,421,523 Otherretailsales 2,586,770 2,452,591 2,338,039 2,182,987 2,025,088 Total all otheroutlets 10,550,866 10,209,008 9,629,185 9,389,345 8,758,693 $ 36,132,814 $ 34,231,144 $ 32,910,910 $ 32,035,689 $ 30,065,467 MeasureAdirectsalestax rate(Ordinance 88-1 through 2009 and 02-001 thereafter) 0.50% 0.50% 0.50% Source: California DepartmentofTaxand FeeAd ministration, as successo rto California State Board of Equalization 0.50% 0.50% 125 170 Riverside County Transportation Commission Direct and Overlapping Sales Tax Rates Last Ten Fiscal Years Fiscal Year Measure A Direct Rate County of Riverside 2023 0.50% 7.75% 2022 0.50% 7.75% 2021 0.50% 7.75% 2020 0.50% 7.75% 2019 0.50% 7.75% 2018 0.50% 7.75% 2017 0.50% 7.75% 2016 0.50% 8.00% 2015 0.50% 8.00% 2014 0.50% 8.00% Source: Commission FinanceDepartmentand California DepartmentofTaxand FeeAdministration, as successorto California State Board of Equalization. 1TheMeasureA only with theapproval of 2/3 ofthevoters. 126 171 City of Riverside City of Corona City ofTemecula City of Eastvale City of Moreno Valley City of Perris City of Beaumont City ofMurrieta City of Palm Desert City ofJurupaValley City of Palm Springs Cityoflndio City of Hemet City of LakeElsinore City of Cathedral City Cityof La Quinta City ofMenifee City of Norco City of Rancho Mirage City of Coachella City of San Jacinto City of Banning City of Wilda mar City of DesertHotSprings City of Blythe City ofCalimesa City of Indian Wells CityofCanyon Lake Incorporated Unincorporated Countywide California Riverside County Transportation Commission Principal Taxable Sales Generation by City Current Year and Nine Years Ago 2022 2013 Taxable Sales (in thousands) Rank Percentage of Total Taxable Sales (in thousands) Rank Percentage of Total S 7,765,721 2 7.0% $ 4,612,948 2 8.5% 4,847,882 3 4.4% 3,111,998 3 5.7% 4,264,227 4 3.8% 2,610,286 4 4.8% 3,996,374 5 3.6% 537,279 16 1.0% 3,207,163 6 2.9% 1,349,129 6 2.5% 2,479,214 7 2.2% 738,592 12 1.4% 2,472,075 8 2.2% 352,449 20 0.6% 2,305,656 9 2.1% 1,147,563 7 2.2% 2,268,188 10 2.0% 1,530,512 5 2.8% 1,943,397 11 1.8% 806,187 11 1.5% 1,797,000 12 1.6% 985,824 8 1.8% 1,504,857 13 1.4% 806,604 10 1.5% 1,500,683 14 1.4% 911,841 9 1.7% 1,338,536 15 1.1% 688,483 15 1.3% 1,190,322 16 1.1% 714,179 14 1.3% 1,088,208 17 1.0% 731,325 13 1.3% 1,073,446 18 1.0% 474,050 17 0.9% 963,898 19 0.9% 468,781 18 0.9% 627,021 20 0.6% 399,919 19 0.7% 470,421 21 0.4% 309,858 21 0.6% 412,702 22 0.4% 208,934 22 0.4% 317,280 23 0.3% 175,386 23 0.3% 266,301 24 0.2% 122,793 26 0.2% 206,004 25 0.2% 142,477 25 0.3% 169,867 26 0.2% 168,254 24 0.3% 143,270 27 0.1% 61,980 28 0.1% 139,373 28 0.1% 91,160 27 0.2% 33,525 29 0.0% 16,452 29 0.0% 48,792,611 44.0% 24,275,243 44.7% 62,117,153 1 56.0% 30,065,467 1 55.3% 110,909,762 100.0% $ 54,341,710 100.0% $ 951,775,364 586,839,618 Source: California DepartmentofTaxand FeeAdministration, assuccessorto California State Board of Equalization, forthecalendaryearindicated. 1 Year represents most recentdata available. Taxable Sales by City $10,000,000 $8,000,000 $6,000,000 $4,000,000 $2,000,000 20221 -� 2013 $ r ��r ■ ■i■i■i■ice k. oti�,e.sa`°`\Ne'eJOa �izC, l\eo0°a��J,,\a\��e��a�a\\\�SQ�c„AC,\°a`°��¢��\�\°o,¢a�a` �J\ao�o°\e� °`°° \`a�L°�\a°a (60.k�c\S�a°moo Y`°�°0\\L\\�aa�e\off°sae k CT a ) a \ SQ \ a c o Lc1 p°\ C �o ` � G ` ° `� °tiQ cz, oQa ` < o\a °l�r C?cl° � L�`�a�� `�°k °�S `�° `�k Se� `moo °�\o °\C,a C. `moo 127 172 Riverside County Transportation Commission Measure A Sales Tax Revenues by Program and Geographic Area Year Ended June 30, 2023 Special Revenue Funds Western Coachella Palo County Valley Verde Highways $ 70,000,680 $ Regional arterials 20,588,435 Highways and regional arterials New corridors 25,392,404 Economicdevelopmentincentives 2,745,125 Local streets and roads 66,569,274 Publictransit: Commuter assistance 3,431,406 Commuter rail 14,000,136 Bus 3,500,034 Specialized transportation 5,833,390 Bus and specialized transportation Bond financing 18,529,592 Source: Finance Department $100,000,000 $90,000,000 $80,000,000 $70,000,000 $60,000,000 $50,000,000 $40,000,000 $30,000,000 $20,000,000 $10,000,000 Total $ $ 70,000,680 20,588,435 27,829,419 - 27,829,419 25,392,404 2,745,125 19,480,594 1,179,447 87,229,315 8,348,826 3,431,406 14,000,136 3,500,034 5,833,390 8,348,826 18,529,592 $ 230,590,476 $ 55,658,839 $ 1,179,447 $ 287,428,762 Sales Tax Revenues by Program and Geographic Area Arm a�e� a�e� `o<<� �Q°� c���2� 54S�a�& �e\ �o o�ap� a\o� oa�oc� y� �� Sa sa tc` SQ X42 aka Q . o• e 4e sec seeti J\c Low a .6 ��a moo sa eA \ y . •b 2�' r47" o� 4 (4 Sa a5Q c0 00 Geographic Distribution by Area Coachella Valley 19% Palo Verde 1% Western County 80% • PaloVerde • Coachella Valley • Western County 128 173 Riverside County Transportation Commission Measure A Sales Tax by Economic Category Last Ten Calendar Years % of Total Economic Category 20221 2021 2020 2019 2018 2017 2016 2015 2014 2013 General retail 28.5 30.9 31.6 28.1 28.9 28.3 28.9 28.8 28.4 28.7 Transportation 24.3 24.0 22.4 24.2 24.6 25.3 25.1 25.9 26.6 27.0 Food products 16.2 15.8 15.2 17.7 17.8 17.6 17.7 17.3 16.6 16.1 Business to business 15.7 14.8 15.8 16.7 16.3 15.6 15.3 15.0 14.4 14.5 Construction 11.3 10.9 11.5 10.7 10.8 10.8 10.8 10.8 12.0 11.8 Miscellaneous 4.0 3.6 3.5 2.6 1.6 2.4 2.2 2.2 2.0 1.9 Total 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 Source: MuniServices LLC., an Avenu Company 1 Yearrepresents most recentdata available. 129 174 Riverside County Transportation Commission Measure A Revenues and Pledged Revenue Coverage Last Ten Fiscal Years Sales Tax Revenue Bonds Fiscal Year Net Measure A Sales Tax Revenues2 Measure A Sales Tax Revenue Growth (Decline) Rate Total Debt Service Total Debt Service Coverage Ratio 2023 $ 287,428,762 2.59% $ 69,555,288 4.13 2022 280,170,582 15.32% 69,594,288 4.03 2021 242,943,840 24.56% 69,519,038 3.49 2020 195,036,321 -3.07% 3 69,537,488 2.80 2019 201,204,995 14.13% 69,555,738 2.89 2018 176,301,656 0.56% 75,159,543 2.35 2017 175,320,207 4.59% 51,889,982 3.38 2016 167,630,239 2.78% 53,400,019 3.14 2015 163,092, 776 4.31% 53,300,072 3.06 2014 156,355,894 4.64% 50,499,417 3.10 Source: Finance Department 1 This schedule meets therequirementsforContinuing Disclosureof historical MeasureA sales tax revenues. 2 Sales tax revenuebonds arebacked bythesales tax revenues, net of California Department ofTax and FeeAdministration, as successorto Board of Equalization, administrativefees. 3 Sales tax revenues decreased in FY2020 duet° COVID-19 impacts. 130 175 RIVERSIDE COUNTY TRANSPORTATION COMMISSION 131 176 Riverside County Transportation Commission Ratios of Outstanding Debt by Type Last Ten Fiscal Years Governmental Activities Year Sales Tax Revenue Bonds, Lease and net of premium and MSHCP Funding Subscription IT discount Commercial Paper Liability Liabilities 2 Capital Leases TIFIA Loan 2023 $ 788,875,246 $ $ $ 3,713,036 $ $ - 2022 830,738,739 - - 3,398,016 - - 2021 871,561,216 - - 31,722 2020 911,246,727 - 41,821 128,092,018 2019 950,003,406 - 3,000,000 - 50,504 15,121,739 2018 987,810,267 6,000,000 - 7,965 - 2017 792,916,124 30,000,000 9,000,000 - 28,939 2016 782,532,106 20,000,000 12,000,000 - 46,181 - 2015 792,297,152 - 15,000,000 60,357 - 2014 801,782,659 - 18,000,000 72,011 - Sources: Finance DepartmentforoutstandingdebtforthefiscalyearendedJune30andCaliforniaStateDepartmentofFinanceforpopulationasofJanuary 1. 1SeetheScheduleof Demographicand EconomicStatisticsforpersonal incomeand population data. 2InFY2022,theCommissionimplemented GASBStatement No.87, Leases . In FY2023, theCom mission implemented GASB No. 96, Su bscri ptions. Prior yearamounts in this presentation have not been revised to reflectthischange. 132 177 Riverside County Transportation Commission Ratios of Outstanding Debt by Type, Continued Last Ten Fiscal Years Business -Type Activities Toll Revenue Bonds, net of discount, premium, and Percentage of Year accretion TIFIA Loan Total Primary Government Personal Income Debt per Capita' 2023 $ 734,891,709 $ 167,030,354 $ 1,694,510,345 N/A $ 694.69 2022 733,034,464 162,385,853 1,729,557,072 NIA 710.14 2021 210,216,120 656,943,710 1,738,752,768 1.38% 708.41 2020 204,647,796 486,339,336 1,730,367,698 1.52% 708.50 2019 199,423,911 469,870,660 1,637,470,220 1.56% 671.06 2018 194,522,170 453,980,866 1,642,321,268 1.65% 689.29 2017 189,923,251 438,628,419 1,460,496,733 1.54% 612.42 2016 185,607,330 277,696,320 1,277,881,937 1.45% 551.30 2015 181,557,045 48,904,095 1,037,818,649 1,24% 436.30 2014 177,755,391 - 997,610,061 1.28% 423.81 Sources: FinanceDepartmentforoutstandingdebtforthefiscalyearendedJune30andCaliforniaStateDepartmentofFinanceforpopulationasofJanuary1. 133 178 Riverside County Transportation Commission Computation of Legal Debt Margin' Last Ten Fiscal Years Fiscal Year 2023 2022 2021 2020 2019 Measure A Ordinance No. 02-001, as amended by Ordinance No. 10-0022 Total debtlimitauthorized $ 975,000,000 $ 975,000,000 $ 975,000,000 $ 975,000,000 $ 975,000,000 Amountofdebtapplicableto debt limit 715,915,000 747,320,000 777,315,000 805,810,000 833,055,000 Legal debtmargin $ 259,085,000 $ 227,680,000 $ 197,685,000 $ 169,190,000 $ 141,945,000 %ofdebtto legal debtlimit Source: Finance Department 73.4% 76.6% 79.7% 82.6% 85.4% TheCommission's debt limitwas approved bythevoters of RiversideCounty as partofthesalestaxordinanceand is specificto theCommission; accordingly, thereareno overlapping debt considerations. 2 OrdinanceNo. 02-001 was approved bya2/3 majorityofthevoters in November2002.In November2010, a majority ofthevoters approved OrdinanceNo. 10-002 to increasethedebtlimit from $500 million to $975 million. IN Total debtlimit authorized •Amount of debt applicableto debt limit $1,200,000,000 $1,000,000,000 $800,000,000 Measure A Ordinance No. 02-001, as amended by Ordinance No.10-002 $600,000,000 $400,000,000 - $200,000,000 - 2023 2022 2021 2020 2019 2018 2017 2016 2015 2014 134 179 Riverside County Transportation Commission Computation of Legal Debt Margin, Continued 1 Last Ten Fiscal Years Fiscal Year 2018 2017 2016 2015 2014 Measure A Ordinance No. 02-001, as amended by Ordinance No. 10-0022 Total debt limitauthorized $ 975,000,000 $ 975,000,000 $ 975,000,000 $ 975,000,000 $ 975,000,000 Amountofdebtapplicableto debt limit 859,020,000 786,240,000 771,300,000 759,100,000 766,500,000 Legal debt margin $ 115,980,000 $188,760,000 $ 203,700,000 $ 215,900,000 $ 208,500,000 %ofdebtto legal debt limit Source: Finance Department 88.1% 80.6% 79.1% 77.9% 78.6% 135 180 Riverside County Transportation Commission Demographic and Economic Statistics for the County of Riverside Last Ten Calendar Years Calendar Year Sources: Population' Personal Income (thousands)2 Income 2 Unemployment Rate3 2023 2,430,976 N/A N/A N/A 2022 2,435,525 N/A N/A 4.2% 2021 2,454,453 $ 125,820,553 $ 51,180 7.3% 2020 2,442,304 114,090,413 45,834 10.2% 2019 2,440,124 104,794,676 42,418 4.2% 2018 2,415,955 99,591,680 40,637 4.4% 2017 2,382,640 95,140,992 39,261 5.2% 2016 2,347,828 87,827,068 36,782 6.1% 2015 2,317,924 84,025,987 35,589 6.7% 2014 2,329,271 78,239,388 33,590 8.2% 1 California State Department ofFinanceasofJanuary1. 2 U.S. Department ofCommerceBureau ofEconomicAnalysis. Represents most recentdataavailable. California State Employment Development Department. Represents most recent data available. ° 2020 reflects the im pacts from COVID-19 pandemic 136 181 Riverside County Transportation Commission Employment Statistics by Industry for the County of Riverside Calendar Year 2022 and Nine Years Prior % of Total Industry Type 20221 Employment 2013 % of Total Employment Agricultural services, forestry, fishing and other 3,100 0.4% 2,600 0.4% Mining 100 0.0% 200 0.0% Construction 45,600 6.4% 27,100 4.6% Manufacturing 23,200 3.3% 20,900 3.6% Transportation, warehousing, and public utilities 24,500 3.4% 12,700 2.2% Wholesaletrade 17,700 2.5% 15,500 2.6% Retail trade 63,400 8.9% 59,000 10.0% Professional& business services 106,400 14.9% 86,100 14.6% Education &health services 123,200 17.3% 91,200 15.5% Leisure&hospitality 65,000 9.1% 53,700 9.1% Finance, insurance, and real estate 32,900 4.6% 31,500 5.3% Information 7,200 1.0% 11,000 1.9% Otherservices 24,300 3.5% 19,600 3.4% Federal government, civilian 10,600 1.5% 9,800 1.8% State government 101,700 14.3% 83,600 14.2% Local government 63,900 9.0% 63,400 10.8% Total employment 712,800 100.0% 587,900 100.0% 137 182 Riverside County Transportation Commission Full-time Equivalent Employees by Function/Program Last Ten Fiscal Years As of June 30 Function/Program 2023 2022 20211 2020 2019 2018 2017 2016 2015 2014 Managementservicesandadministration 24.0 21.1 18.5 18.7 18.0 19.2 17.1 14.7 16.2 13.8 Planning and programming 4.6 4.0 5.3 5.5 3.5 4.2 4.9 6.2 6.1 5.9 Rail operations and maintenance 3.1 3.8 4.4 3.5 3.4 4.1 4.3 4.5 4.0 3.1 Specialized transit/transportation 2.6 2.7 2.6 2.4 2.9 2.4 2.7 2.3 2.3 3.4 Commuterassistance 1.2 0.9 1.8 1.4 1.4 1.7 1.4 1.8 3.0 1.7 Motoristassistance 1.2 0.5 1.0 0.9 0.8 0.9 0.8 0.7 0.7 0.9 Capital project development and delivery and toll operations 19.3 20.7 16.6 17.6 16.0 15.5 15.8 15.8 13.7 15.2 Regional conservation 17.0 13.3 12.8 - Totalfull-timeequivalents 73.0 67.0 63.0 50.0 46.0 48.0 47.0 46.0 46.0 44.0 Source: FinanceDepartment 1EffectiveJanuary 1, 2021, RCTC becamethe managing agencyfortheWestern RiversideCounty Regional Conservation Authority. 138 183 RIVERSIDE COUNTY TRANSPORTATION COMMISSION 139 184 Riverside County Transportation Commission Operating Indicators Last Ten Fiscal Years As of June 30 2023 2022 2021 2020 2019 Toll operations: RCTC91 Express Lanes Gross trips 16,689,809 16,778,526 13,025,785 13,119,123 15,143,222 Gross potential revenue $ 67,843,178 $ 63,190,923 $ 43,734,242 $ 56,058,450 $ 57,172,266 Averagegross potential revenuepertrip $ 4.06 $ 3.77 $ 3.36 $ 4.12 $ 3.78 15 Express Lanes Gross transactio ns 25,577,441 23,465,946 4,172,026 - - Grosspotentialrevenue $ 30,348,550 $ 29,850,618 $ 5,361,524 - Averagegrosspotentialrevenuepertransaction $ 1.19 $ 1.27 $ 1.29 - - Commuterrail operations:2 Growth of averagedaily ridership on commuterlines: Riverside line 1,001 742 469 3,961 3,868 IEOCline 1,824 1,636 1,028 4,784 4,656 91 line 1,585 1,206 685 3,731 3,293 Farebox recovery ratio: Riverside line 12.0% 21.2% 6.6% 19.8% 43.0% IEOCline 9.8% 15.8% 5.4% 21.1% 27.5% 91 line 12.1% 14.8% 5.7% 16.4% 24.1% Specialized transit/transportation: Specialized transit grants awarded 15 15 18 18 18 Commuterassistance:2 Ridesharelncentivemembers 1,613 203 97 519 526 Rideshare Plus Rewards members N/A 88 107 630 917 Monthlyspotlightparticipants 4,344 N/A N/A N/A N/A Ridesharepledges 1,261 391 N/A 8,349 7,836 Rideguidesproduced 4,293 3,320 2,748 5,901 6,246 VanClubvanpools 37 33 29 32 67 CommuterExchangeevents N/A N/A N/A N/A N/A Moto ristassistance: Call boxes 158 Calls madefrom call boxes 782 Contracted Freeway Service Patro I vehicles 22 Assists by Freeway Service Patro I 51,583 1E511 web visits 901,233 1E511 call volumes 72,689 Transportation Uniform Mitigation Feeprogram: Approved regional arterial projects 8 MeasureAprogram: Highways Commuterrail Regional arterials Local streets and roads Specialized transit and co mmuterassistance Total program expenditures $ 100,376,319 19,310,998 4,626,056 87,229,315 22,212,832 $ 233,755,520 $ 247,067,157 $ 226,988,078 $ 307,259,682 $ 252,318,432 3 4 158 158 158 231 935 936 979 1,384 26 26 26 26 54,217 59,711 49,051 44,607 160,930 204,259 296,339 213,689 77,868 65,046 95,164 114,045 25 23 23 23 $ 129,198,965 12,079,835 3,207,422 85,183,610 17,397,325 $ 123,154,255 16,871,212 1,249,823 74,082,952 11,629,836 $ 209,530,745 16,744,864 4,939,979 59,475,694 16,568,400 $ 148,387,823 13,218,370 12,533,037 61,470,359 16,708,843 Source: Commission Departments 1 In FY2021, theCommission reached substantial completion on thel-1 5 Express Lanes projectand in April 2021 the15 Express Lanes opened to motorists. 2 In FY2021,thedecreaseincommuterrailoperationsandcommuterassistanceisaresultoftheimpactsofCOVID-19 and stayathomeorders. 3 In FY2023, theincreasein MotoristAssistance1E511 websitevisits is a resultofa new regional platform shared with LA Metro, SBCTA, OCTA, VCTC, and RCTC. 4 In FY2023, thedecrease represents theremaining approved regional arterial projects to befunded. 140 185 Riverside County Transportation Commission Operating Indicators, Continued Last Ten Fiscal Years As ot June 30 2018 2017 2016 2015 2014 Toll operations: RCTC91 Express Lanes Gross trips 14,518,302 4,049,067 Gross potential revenue $ 47,941,733 $ 9,618,429 Averagegross potential revenuepertrip $ 3.30 $ 2.38 15 Express Lanes Gross transactions - - - - - Gross potential revenue - - Averagegrosspotentialrevenuepertransaction - - - - - Commuterrail operations: Growth of averag e d ai lyridership on co m m uter l i nes: Riverside line 3,863 4,050 4,404 4,651 4,715 IEOCline 4,874 4,900 4,438 4,613 4,522 91 line 3,109 3,258 2,610 2,419 2,340 Farebox recovery ratio: Riverside line 45.4% 47.2% 45.7% 49.6% 50.9% IEOCline 29.2% 31.8% 33.4% 32.6% 37.6% 91 line 26.5% 26.5% 27.7% 38.6% 51.3% Specialized transit/transportation: Specializedtransitgrantsawarded 16 17 17 20 22 Com m uterassistance: Ridesharelncentivemembers 573 505 597 736 1,106 RidesharePlusRewardsmembers 1,114 792 1,142 3,723 5,770 Monthlyspotlightparticipants N/A N/A N/A N/A N/A Ridesharepledges 5,959 4,886 4,249 11,180 11,661 Rideguidesproduced 4,606 5,219 8,607 6,527 10,059 VanClubvanpools 31 N/A N/A N/A WA CommuterExchangeevents N/A N/A N/A 48 54 Moto ristassistance: Call boxes 241 240 545 549 570 Calls madefrom call boxes 1,598 2,161 3,053 3,882 4,685 Contracted Freeway Service Patrol vehicles 20 20 21 21 21 Assists by Freeway Service Patrol 41,417 40,180 36,711 42,471 44,278 1E511 web visits 408,021 618,130 473,462 452,713 443,359 1E511 callvolumes 142,287 201,099 233,895 263,757 306,108 Transportation Uniform Mitigation Fee program: Approved regional arterial projects 20 20 24 24 24 MeasureAprogram: Highways $ 180,565,301 $ 250,360,723 $ 372,657,029 $ 325,128,109 $ 299,398,122 Commuterrail 14,118,997 8,528,984 75,831,961 98,302,229 56,148,017 Regional arterials 6,158,736 14,739,703 17,090,247 5,012,254 1,441 Local streets and roads 53,639,698 51,864,011 49,826,564 48,615,815 46,677,580 Specialized transitand commuterassistance 15,197,859 13,826,624 14,499,642 14,063,310 13,378,223 Total program expenditures $ 269,680,591 $ 339,320,045 $ 529,905,443 $ 491,121,717 $ 415,603,383 Source: Commission Departments 141 186 RIVERSIDE COUNTY TRANSPORTATION COMMISSION 142 187 Riverside County Transportation Commission Capital Asset Statistics by Program Last Ten Fiscal Years As of June 30 2023 2022 2021 2020 2019 2018 2017 2016 2015 2014 Commuterrail: Transitcentersowned and managed 1 1 1 1 1 1 1 1 1 1 Commuterrail stations owned and managed 9 9 9 9 9 9 9 9 5 5 Milesofcommuterraileasements 104.6 104.6 104.6 104.6 104.6 104.6 104.6 104.6 104.6 104.6 Co m m uterAssistance: CommuterExchangeVehicle - - - - - - - - 1 Toll operations: RCTC91 Express Lanes Storageand maintenancebuilding - - 1 1 1 1 Customerservicecenter 1 1 1 1 1 Toll utility buildings 2 2 2 3 3 3 3 Miles of express lanes 36 36 36 36 36 36 36 Toll collection system gantries 4 4 4 4 4 4 4 0n -road closedcircuitTVcameras 36 36 36 36 36 36 36 Traffic operations centersystem 1 1 1 1 1 1 1 Communications network 1 1 1 1 1 1 1 Changeable messagesigns 5 5 5 6 6 6 6 15 Express Lanes Storageand maintenancebuilding 1 1 1 - Customerserviceeenter 1 1 1 - - - - Regionaloperationscenterbuildings 1 1 1 - Milesofexpresslanes 56 56 56 - Tollcollectionsystemgantries 8 8 8 - - - 0n-roadclosed circuitTV cameras 27 27 27 - - Trafficdetectionmonitoringdevices 37 37 37 Traffic operations centersystem 1 1 1 - - - Communications network 1 1 1 - - - Changeable messagesigns 3 3 3 - - - - Variabletoll messagesigns 12 12 12 - - - - Source: Commission Departments 143 188 RIVERSIDE COUNTY TRANSPORTATION COMMISSION 144 189 190 RIVERSIDE COUNTY TRANSPORTATION COMMISSION Riverside County Transportation Commission (951) 787-7141 www.rctc.org 4080 Lemon Street, 3rd Floor P.O. Box 12008 • Riverside, CA 92502-2208 191 ATTACHMENT 2 Local Transportation Fund of the County of Riverside, as Administered by the Riverside County Transportation Commission Financial and Compliance Reports Year Ended June 30, 2023 192 Contents Independent Auditor's Report 1-3 Financial Statements Balance Sheet 4 Statement of Revenues, Expenditures and Change in Fund Balance 5 Notes to Financial Statements 6-8 Supplementary Information Schedule of Allocations and Disbursements Schedule of Unclaimed Apportionments (Article 3) Schedule of Unclaimed Apportionments (Articles 4 and 8) Independent Auditor's Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance With Government Auditing Standards 9 10 11 12-13 193 EideBailly CPAs & BUSINESS ADVISORS Independent Auditor's Report Board of Commissioners Riverside County Transportation Commission Riverside, California Report on the Audit of the Financial Statements Opinion We have audited the financial statements of the Local Transportation Fund (the Fund) of the County of Riverside, California, as administered by the Riverside County Transportation Commission (Commission) as of and for the year ended June 30, 2023, and the related notes to the financial statements, as listed in the table of contents. In our opinion, the accompanying financial statements referred to above present fairly, in all material respects, the financial position of the Fund of the County of Riverside, California, as administered by the Commission, as of June 30, 2023, and the changes in financial position for the year then ended in accordance with accounting principles generally accepted in the United States of America. Basis for Opinion We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS) and the standards applicable to financial audits contained in Government Auditing Standards (Government Auditing Standards), issued by the Comptroller General of the United States. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Commission and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions. Emphasis of Matter As discussed in Note 1 to the financial statements, the financial statements present only the Fund and do not purport to, and do not, present fairly the financial position of the Commission or the County of Riverside, California, as of June 30, 2023 and the changes in financial position for the year then ended, in accordance with accounting principles generally accepted in the United States of America. Our opinion is not modified with respect to this matter. 1 What inspires you, inspires us. eidebailly.com 10681 Foothill Blvd., Ste. 300 Rancho Cucamonga, CAM0-3831 T 909.466.4410 F 909.466.4431 EOE Responsibilities of Management for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America; and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor's Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS and Government Auditing Standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements. In performing an audit in accordance with GAAS and Government Auditing Standards, we: • Exercise professional judgment and maintain professional skepticism throughout the audit. • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Commission's internal control. Accordingly, no such opinion is expressed. • Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control —related matters that we identified during the audit. Required Supplementary Information Management has omitted management's discussion and analysis that accounting principles generally accepted in the United States of America require to be presented to supplement the basic financial statements. Such missing information, although not a part of the financial statements, is required by the Governmental Accounting Standards Board, who considers it to be an essential part of financial reporting for placing the financial statements in an appropriate operational, economic or historical context. Our opinion on the financial statements is not affected by this missing information. 2 195 Supplementary Information Our audit was conducted for the purpose of forming an opinion on the financial statements that collectively comprise the Fund's basic financial statements. The statements listed in the table of contents as supplementary information are presented for purposes of additional analysis and are not a required part of the basic financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the basic financial statements. The information has been subjected to the auditing procedures applied in the audit of the basic financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the basic financial statements or to the basic financial statements themselves, and other additional procedures in accordance with GAAS. In our opinion, the statements listed in the table of contents are fairly stated, in all material respects, in relation to the basic financial statements as a whole. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated October 31, 2023, on our consideration of the Commission's internal control over the Fund's financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is solely to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the Commission's internal control over financial reporting or on compliance related to the Fund. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Commission's internal control over the Fund's financial reporting and compliance. Rancho Cucamonga, California October 31, 2023 3 196 Local Transportation Fund of the County of Riverside, as Administered by the Riverside County Transportation Commission Balance Sheet June 30, 2023 Assets Cash and investments in Riverside County Pooled Investment Fund Accounts receivable Interest receivable Total assets Liabilities and Fund Balance $ 301,716,823 32,272,361 4,459,925 $ 338,449,109 Liabilities: Accounts payable Due to other Commission funds Total liabilities Restricted: Unapportioned Local Transportation Funds Rail and bus transit and local streets and roads apportionments Bicycle and pedestrian projects Total fund balance Total liabilities and fund balance See Notes to Financial Statements. $ 1,255,284 616,900 1,872,184 24,437,031 302,664,155 9,475,739 336, 576, 925 $ 338,449,109 4 197 Local Transportation Fund of the County of Riverside, as Administered by the Riverside County Transportation Commission Statement of Revenues, Expenditures and Change in Fund Balance Year Ended June 30, 2023 Revenues: Sales taxes Other reimbursements Interest income (loss) Total revenues $ 156,282,435 15,438,482 5,616,669 177, 337, 586 Expenditures: Bicycle and pedestrian projects 2,578,177 Transit 107,187, 579 Planning, programming, and administration 7,849,800 Total expenditures 117,615,556 Excess of revenues over (under) expenditures 59,722,030 Net change in fund balance 59,722,030 Fund balance, beginning of year 276,854,895 Fund balance, end of year $ 336,576,925 See Notes to Financial Statements. 5 198 Local Transportation Fund of the County of Riverside, as Administered by the Riverside County Transportation Commission Notes to Financial Statements June 30, 2023 Note 1. Nature of Operations and Significant Accounting Policies The Riverside County Transportation Commission (the Commission), in its capacity as the transportation planning agency for the County of Riverside, California (the County), is responsible for administering funds provided through the Local Transportation Fund (the Fund), which was created in accordance with the provisions of the Transportation Development Act of 1971. The significant revenue to the Fund is derived from 0.25 percent of the 7.75 percent statewide sales tax collected in the County by the California Department of Tax and Fee Administration (CDTFA). The accounting policies of the Fund, a special revenue fund of the Commission, conform to accounting principles generally accepted in the United States as applicable to governmental units. Presentation: The accompanying financial statements of the Fund are intended to present the financial position and the changes in financial position of only that portion of the governmental activities of the Commission that is attributable to the transactions of the Fund of the Commission. They do not purport to, and do not, present fairly the financial position of the Commission or the County as of June 30, 2023 and the related changes in its financial position for the year then ended, in conformity with accounting principles generally accepted in the United States of America. Basis of accounting: In accordance with the requirements for governmental funds, the modified accrual basis of accounting is followed in the Fund. Under the modified accrual basis of accounting, expenditures are recorded when they are expected to be liquidated with expendable available resources, and revenue is recorded when it becomes both measurable and available. "Measurable" means the amount of the transaction can be determined, and "available" means collectible within the current period or soon enough thereafter to be used to pay liabilities of the current period. For this purpose, the Commission considers revenues to be available if they are collected within 180 days of the end of the current fiscal period. Those revenues susceptible to accrual include sales taxes collected and held by the CDTFA at year-end on behalf of the Commission and interest revenue. Funding: There is a three -step process for obtaining funds from the Fund: apportionment, allocation and payment. Annually, the Commission determines each area's share of the anticipated Fund. This share is the area apportionment. Once funds are apportioned to a given area, they are typically available only for allocation to claimants in that area. Allocation is the discretionary action by the Commission that designates funds for a specific claimant for a specific purpose. Payment is authorized by disbursement instructions issued by the Commission. Cash: It is the Commission's policy to deposit all funds received in the Riverside County Pooled Investment Fund (RCPIF), as legally required, until the funds are required for disbursement. Interest income is earned while these funds are deposited. Accounts receivable: Accounts receivable consist primarily of Fund sales tax revenues from the CDTFA on all taxable sales within the County of Riverside, California through June 30, 2023. Accounts payable: Accounts payable consist primarily of claims approved by the Commission, but not paid by the Commission, to the appropriate transit operators by June 30, 2023. 6 199 Local Transportation Fund of the County of Riverside, as Administered by the Riverside County Transportation Commission Notes to Financial Statements June 30, 2023 Note 1. Nature of Operations and Significant Accounting Policies (Continued) Fund balance restrictions: The Fund reports restricted fund balances to show the level of constraint governing the use of the funds as set forth by enabling State legislation. Expenditures: Expenditures represent disbursements to the Commission, Southern California Association of Governments, cities, the County of Riverside and transit operators that have met the claimant eligibility requirements to receive Fund allocations that are approved by the Commission, per various Public Utilities Code Sections. All disbursements are to be used for transportation purposes. Note 2. Cash and Investments with County Treasurer The funds in the RCPIF are pooled with those of other entities and invested in accordance with the County's investment policy. These pooled funds are carried at fair value. Investments in U.S.Treasury, federal agency, mortgage and asset -backed, municipal, corporate, negotiable certificates of deposit, and commercial paper securities are carried at fair value based on quoted market prices. Money market mutual funds are carried at fair value based on each fund's share price. The pooled funds are not subject to level 1, 2 or 3 of the fair value hierarchy prescribed by Governmental Accounting Standards Board Statement No. 72, Fair Value Measurement and Application. An Investment Oversight Committee has been established by the County, which acts as a regulator of the pool. As of June 30, 2023, the Commission had $301,716,823 invested in the RCPIF, with an average maturity of 474 days. Additional information on investment types, fair value measurement and credit risk of the RCPIF may be obtained from the County of Riverside Treasurer -Tax Collector located at 4080 Lemon Street, 4th Floor, Riverside, California 92502 or by visiting the Treasurer -Tax Collector website at www.countytreasurer.org. Interest rate risk: While the Commission does not have a formal policy related to the interest rate risk of investments, the Commission's investment policy follows the California Government Code as it relates to limits on investment maturities as a means of managing exposure to fair value losses arising from increasing interest rates. Credit risk: As of June 30, 2023 the Commission's investment in the RCPIF was rated Aaa/bf by Moody's Investors Service and AAAf/S1 by Fitch Ratings. The Commission's investment policy only requires credit quality ratings for repurchase agreements, U.S. corporate debt, commercial paper, bankers' acceptances, and certificates of deposit. 7 200 Local Transportation Fund of the County of Riverside, as Administered by the Riverside County Transportation Commission Notes to Financial Statements June 30, 2023 Note 3. Fund Balance The restricted fund balance represents the apportionments related to transit programs by geographic area, bicycle and pedestrian projects, planning and programming, and unapportioned Local Transportation Funds. For Western County transit programs, commuter rail and bus allocations are in accordance with the Commission's policy. At June 30, 2023, amounts in fund balance are restricted as follows: Rail and bus transit and local streets and roads apportionments: Western County: Commuter rail: Apportioned and unallocated $ 44,335,755 Bus transit: Allocated and unclaimed — City of Banning 19,286 Allocated and unclaimed — City of Beaumont 100,000 Allocated and unclaimed — Riverside Transit Agency 2,421,098 Apportioned and unallocated 204,909,783 Total rail and bus transit — Western County 251,785,922 Coachella Valley: Allocated and unclaimed Apportioned and unallocated Total bus transit — Coachella Valley 1,233,219 46, 517, 910 47, 751,129 Palo Verde Valley: Total bus transit — Palo Verde Valley 3,127,104 Total for rail and bus transit apportionments $ 302,664,155 Bicycle and pedestrian projects: Allocated and unclaimed $ 4,991,176 Unallocated 4,484,563 Total for bicycle and pedestrian projects $ 9,475,739 Unapportioned Local Transportation Funds $ 24,437,031 Total fund balance $ 336,576,925 8 201 Supplementary Information 202 Local Transportation Fund of the County of Riverside, as Administered by the Riverside County Transportation Commission Schedule of Allocations and Disbursements Year Ended June 30, 2023 Article 3 Banning, Pogrammng SB 821 Article 3 Article 4 Article 8 and Adrrinistrative (Expirations / Allocations Disbursements Allocations (Allocations Returned) Returned) Allocations Disbursements (Allocations Returned) Allocations Disbursements Allocations Disbursements (Allocations Returned) Expenditures: City of Banning $ - $ - $ - $ - $ 1,885,786 $ 1,866,500 $ (425,362) $ $ City of Beaumont - 2,549,617 2,449,617 (115,935) City of Cathedral Qty 338,400 City of Coachella (840) City of Corona 432,500 1,456,060 1,456,060 (429,288) City of Desert Hot Springs 670,906 330,906 - City of Eastvale 432,500 144,110 (288,390) City of Hemet 248,200 City of Jurupa Valley 364,880 City of Lake Elsinore 463,766 39,500 Qty of La Quinta 97,700 60,607 (37,093) ON of Menifee 495,372 272,267 City of Moreno Valley 430,000 342,619 (87,381) Qty of Norco 96,000 Qty of Palm Springs 168,500 168,500 City of Rancho Mrage 865,000 Qty of Riverside 412,500 4,797,327 4,797,327 (4,065,645) City of Witdoner 1,088,825 275,000 County of Riverside: Auditor/Controller Road Department 1,415,875 944,668 (38,708) Palo Verde Valley Transit Agency 735,569 735,569 (19,888) Conrrission 22,100,000 21,500,000 RrrersideTransit Agency 52,217,751 49,796,652 (8,460,658) SCAG - - - SunlineTransitAgency 25,816,577 24,585,854 (1,920,866) Totals Ilncbined Amount (Expirations I (Use of Prior Allocations Disbursements Allocations Allocations 1 Returned) Allocations Returned), Net $ $ $ 1,885,786 $ 1,866,500 $ (425,362) $ 444,648 2,549,617 2,449,617 (115,935) 215,935 338,400 338,400 (840) 840 - 1,888,560 1,456,060 (429,288) 861,788 670,906 330,906 340,000 432,500 144,110 (288,390) 576,780 248,200 248,200 364,880 364,880 463,766 39,500 424,266 97,700 60,607 (37,093) 74,186 495,372 272,267 223,105 430,000 342,619 (87,381) 174,762 96,000 96,000 168,500 168,500 865,000 865,000 5,209,827 4,797,327 (4,065,645) 4,478,145 1,088,825 275,000 813,825 12,000 12,000 6,422,800 6,422,800 1,415,000 1,415,000 $8,020,924 $ 2,578,177 $ (452,412) $ 12,000 12,000 1,415,875 944,668 (38,708) 509,915 735,569 735,569 (19,888) 19,888 28,522,800 27,922,800 600,000 52,217,751 49,796,652 (8,460,658) 10,881,757 1,415,000 1,415,000 25,816,577 24,585,854 (1,920,866) 3,151,588 $111,558,687 $107,187,579 $(15,437,642) $ - $ - $7,849,800 $ 7,849,800 $ - 0127,429,411 $117,615,556 $ (15,890,054) $ 25,703,908 283 Local Transportation Fund of the County of Riverside, as Administered by the Riverside County Transportation Commission Schedule of Unclaimed Apportionments (Article 3) Year Ended June 30, 2023 Unclaimed Unclaimed Apportionment Interest Apportionment July 1, 2022 Apportionment Reimbursements Disbursements Income (Loss) June 30, 2023 Bicycle and pedestrian projects $ 8,347,486 $ 3,606,000 $ 840 $ (2,578,177) $ 99,590 $ 9,475,739 2194 Local Transportation Fund of the County of Riverside, as Administered by the Riverside County Transportation Commission Schedule of Unclaimed Apportionments (Articles 4 and 8) Year Ended June 30, 2023 Fiscal Year 2022/23 Prior Fiscal Year Apportionment Amounts Claimed Unclaimed Apportionment Apportionment Amounts Gained Amount Returned Unclaimed Apportionment Interest Allocation Total Unclaimed Apportionment June 30, 2023 Western County: Rail Bus Coachella Valley Palo Verde Valley: Transit Total transportation $ 27,881,000 $ 98,851,000 30,709,000 1,566,000 159,007,000 21,500,000 $ 6,381,000 $ 37,098,885 $ 60,328,579 38,522,421 151,746,061 24,457,513 735,569 107, 021, 661 Auditor/Controller 12,000 12,000 Commission administration 763,800 763,800 Commission planning 5,659,000 5,659,000 SCAG planning 1,415,000 1,415,000 Total administration and planning 7,849,800 7,849,800 6,251,487 830,431 51,985,339 38,824,486 2,220,581 229,890,013 - $ - $ 37,098,885 $ 855,870 $ 44,335,755 37,577 128,341 165,918 (13,496,888) 165,205,372 (1,920,866) (19,888) (15,437,642) 40, 617,011 2,240,469 245,161, 737 3,722,374 207,450,167 882,631 56,204 5,517,079 47, 751,129 3,127,104 302,664,155 Total apportionments $ 166,856,800 $ 114,871,461 $ 51,985,339 $ 229,890,013 $ 165,918 $ (15,437,642) $ 245,161,737 $ 5,517,079 $ 302,664,155 21)5 EideBailly CPAs & BUSINESS ADVISORS Independent Auditor's Report on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards Board of Commissioners Riverside County Transportation Commission Riverside, California We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States (Government Auditing Standards), the financial statements of the Local Transportation Fund (the Fund) of the County of Riverside, California, as administered by the Riverside County Transportation Commission (Commission), as of and for the year ended June 30, 2023, and the related notes to the financial statements, and have issued our report thereon dated October 31, 2023. Our report included an emphasis of matter paragraph indicating that the financial statements present only the Fund and do not purport to, and do not, present fairly the financial position of the Commission or the County of Riverside, California, as of June 30, 2023, and the changes in its financial position for the year ended in accordance with accounting principles generally accepted in the United States of America. Report on Internal Control over Financial Reporting In planning and performing our audit of the financial statements, we considered the Commission's internal control over the Fund's financial reporting (internal control) as a basis for designing audit procedures that are appropriate in the circumstances for the purpose of expressing our opinion on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the Commission's internal control related to the Fund. Accordingly, we do not express an opinion on the effectiveness of the Commission's internal control related to the Fund. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the Fund's financial statements will not be prevented, or detected and corrected, on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies. Given these limitations, during our audit, we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses or significant deficiencies may exist that have not been identified. 12 What inspires you, inspires� us. eidebailly.com 10681 Foothill Blvd., Ste. 300 Rancho Cucamonga, CA�Y.�0-3831 T 909.466.4410 F 909.466.4431 EOE Report on Compliance and Other Matters As part of obtaining reasonable assurance about whether the Fund's financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts and grant agreements, noncompliance with which could have a direct and material effect on the financial statements. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the Commission's internal control or on compliance as it relates to the Fund. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Commission's internal control and compliance related to the Fund. Accordingly, this communication is not suitable for any other purpose. Rancho Cucamonga, California October 31, 2023 13 207 ATTACHMENT 3 State Transit Assistance Fund of the County of Riverside, as Administered by the Riverside County Transportation Commission Financial and Compliance Reports Year Ended June 30, 2023 208 Contents Independent Auditor's Report 1-3 Financial Statements Balance Sheet Statement of Revenues, Expenditures and Change in Fund Balance Notes to Financial Statements 4 5 6-8 Supplementary Information Schedule of Allocations and Disbursements Approved During the Year 9 Independent Auditor's Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance With Government Auditing Standards 10-11 209 EideBailly CPAs & BUSINESS ADVISORS Independent Auditor's Report Board of Commissioners Riverside County Transportation Commission Riverside, California Report on the Audit of the Financial Statements Opinion We have audited the financial statements of the State Transit Assistance Fund (the Fund) of the County of Riverside, California, as administered by the Riverside County Transportation Commission (Commission) as of and for the year ended June 30, 2023, and the related notes to the financial statements, as listed in the table of contents. In our opinion, the accompanying financial statements referred to above present fairly, in all material respects, the financial position of the Fund, as of June 30, 2023, and the changes in financial position for the year then ended in accordance with accounting principles generally accepted in the United States of America. Basis for Opinion We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS) and the standards applicable to financial audits contained in Government Auditing Standards (Government Auditing Standards), issued by the Comptroller General of the United States. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Commission and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Emphasis of Matter As discussed in Note 1 to the financial statements, the financial statements present only the Fund and do not purport to, and do not, present fairly the financial position of the Commission or the County of Riverside, California, as of June 30, 2023, and the changes in financial position for the year then ended, in accordance with accounting principles generally accepted in the United States of America. Our opinion is not modified with respect to this matter. 1 What inspires you, inspiresr us. eidebailly.com 10681 Foothill Blvd., Ste. 300 Rancho Cucamonga, CA;1 0-3831 T 909.466.4410 F 909.466.4431 EOE Responsibilities of Management for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America; and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor's Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS and Government Auditing Standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements. In performing an audit in accordance with GAAS and Government Auditing Standards, we: • Exercise professional judgment and maintain professional skepticism throughout the audit. • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Commission's internal control. Accordingly, no such opinion is expressed. • Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control —related matters that we identified during the audit. Required Supplementary Information Management has omitted the management's discussion and analysis that accounting principles generally accepted in the United States of America require to be presented to supplement the basic financial statements. Such missing information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board, who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. Our opinion on the basic financial statements is not affected by the missing information. 2 211 Supplementary Information Our audit was conducted for the purpose of forming an opinion on the financial statements that collectively comprise the Fund's basic financial statements. The schedules listed in the table of contents are presented for purposes of additional analysis and are not a required part of the basic financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the basic financial statements. The information has been subjected to the auditing procedures applied in the audit of the basic financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the basic financial statements or to the basic financial statements themselves, and other additional procedures in accordance with GAAS. In our opinion, the schedules listed in the table of contents are fairly stated, in all material respects, in relation to the basic financial statements as a whole. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated October 31, 2023, on our consideration of the Commission's internal control over the Fund's financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is solely to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the Commission's internal control over financial reporting or on compliance related to the Fund. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Commission's internal control over the Fund's financial reporting and compliance. Rancho Cucamonga, California October 31, 2023 3 212 State Transit Assistance Fund of the County of Riverside, as Administered by the Riverside County Transportation Commission Balance Sheet June 30, 2023 Assets Cash and investments Accounts receivable Interest receivable Total assets Liabilities and Fund Balance $ 132, 737, 758 9,675,159 1,994,314 $ 144,407,231 Liabilities Accounts payable Due to other Commission funds Total liabilities Fund Balance Restricted allocations available for programming Restricted for unclaimed allocations Total fund balance Total liabilities and fund balance See Notes to Financial Statements. $ 1,496,198 752,484 2,248,682 74, 289, 215 67, 869, 334 142,158, 549 $ 144,407,231 4 213 State Transit Assistance Fund of the County of Riverside, as Administered by the Riverside County Transportation Commission Statement of Revenues, Expenditures and Change in Fund Balance Year Ended June 30, 2023 Revenues: Sales taxes Other reimbursements Interest income Total revenues $ 37, 244, 079 5,125 2,874,905 40,124,109 Expenditures: Administration 153,533 Transit 29,467,441 Total expenditures 29,620,974 Net change in fund balance Fund balance, beginning of year Fund balance, end of year $ 142,158,549 10, 503,135 131, 655,414 See Notes to Financial Statements. 5 214 State Transit Assistance Fund of the County of Riverside as Administered by the Riverside County Transportation Commission Notes to Financial Statements June 30, 2023 Note 1. Nature of Operations and Significant Accounting Policies The Riverside County Transportation Commission (the Commission), in its capacity as the transportation planning agency for the County of Riverside, California (the County), is responsible for administering funds provided through the State Transit Assistance Program, which was created in 1979 under Chapter 161 (SB 620) of the California statutes to provide a second source of Transportation Development Act funding for the development of transit systems. The funds are derived from fuel sales tax revenue and are budgeted through legislation and appropriated to the State Controller's Office (the State) for allocation to local agencies. The accounting policies of the State Transit Assistance Fund (the Fund), a special revenue fund of the Commission, conform to accounting principles generally accepted in the United States as applicable to governmental units. A summary of the Commission's significant accounting policies is as follows: Presentation: The accompanying financial statements of the Fund are intended to present the financial position and the changes in financial position of only that portion of the governmental activities of the Commission that is attributable to the transactions of the Fund of the Commission. They do not purport to, and do not, present fairly the financial position of the Commission or the County as of June 30, 2023 and the related changes in its financial position for the year then ended, in conformity with accounting principles generally accepted in the United States of America. Basis of accounting: In accordance with the requirements for governmental funds, the modified accrual basis of accounting and current resources measurement focus is followed in the Fund. Under this method of accounting, expenditures are recorded when they are expected to be liquidated with expendable available resources, and revenue is recorded when it becomes both measurable and available. "Measurable" means the amount of the transaction can be determined, and "available" means collectible within the current period or soon enough thereafter to be used to pay liabilities of the current period. For this purpose, the Commission considers revenues to be available if they are collected within 180 days of the end of the fiscal year. Those revenues susceptible to accrual include fuel sales tax revenue and interest revenue. Allocations to local agencies: State transit assistance funds are allocated to the operators within the County. Public Utilities Code (PUC) Section 99313 allocates funds to regional transportation planning agencies based on the ratio of area population to state population. PUC Section 99314 allocates funds to public operators based on their share of fares and local support to other operators in the state. The allocations must be made in a resolution adopted by the Commission. Cash and investments: It is the Commission's policy to deposit all funds received in the Riverside County Pooled Investment Fund (RCPIF) or US Bank for investment until the funds are required for disbursement. Interest income is earned while these funds are deposited. Accounts receivable: Accounts receivable consist primarily of fuel sales tax revenues from the State of California not received as of June 30, 2023. 6 215 State Transit Assistance Fund of the County of Riverside as Administered by the Riverside County Transportation Commission Notes to Financial Statements June 30, 2023 Note 1. Nature of Operations and Significant Accounting Policies (Continued) Fund balance restrictions: The Fund reports restricted fund balances to show the level of constraint governing the use of the funds as set forth by enabling State legislation. The restricted fund balance for allocations available for programming represents amounts apportioned but not allocated to claimants. The restricted fund balance for unclaimed allocations represents amounts allocated by the Commission and due to claimants but not yet paid, as claimants have not yet provided the appropriate claim documentation to the Commission as of June 30, 2023. Accounts payable: Accounts payable consist primarily of claims approved by the Commission, but not paid by the Commission, to the appropriate transit operators by June 30, 2023. Expenditures: Expenditures represent funds disbursed to transit operators that have met the eligibility requirements to receive State Transit Assistance Program funds per PUC Sections 99313 and 99314. All disbursements are to be used for transit purposes. Note 2. Cash and Investments Cash and investments at June 30, 2023 consist of the following: Cash and investments with RCPIF Commission operating investment pool Cash in bank $ 121, 866,134 10, 864, 996 6,628 $ 132, 737, 758 The funds in the RCPIF are pooled with those of other entities in the RCPIF and invested in accordance with the County's investment policy. The funds in the Commission's operating investment pool are pooled with those of other Commission operating funds and invested in accordance with the Commission's investment policy. These pooled funds are carried at fair value. Investments in U.S. Treasury, federal agency, mortgage and asset -backed, municipal, corporate, negotiable certificates of deposit, and commercial paper securities are carried at fair value based on quoted market prices. Money market mutual funds are carried at fair value based on each fund's share price. The pooled funds are not subject to level 1, 2 or 3 of the fair value hierarchy prescribed by Governmental Accounting Standards Board Statement No. 72, Fair Value Measurement and Application. The Commission is a voluntary participant in the RCPIF. An Investment Oversight Committee has been established by the County, which acts as a regulator of the RCPIF. As of June 30, 2023 the Fund had $121,866,134 invested in the RCPIF, with a weighted average maturity of 474 days, and $10,864,996 invested in the Commission operating investment pool. Additional information on investment types, fair value measurement and credit risk of the RCPIF and the Commission operating investment pool may be obtained from the County of Riverside Treasurer -Tax Collector located at 4080 Lemon Street, 4th Floor, Riverside, California 92502 or by visiting the Treasurer -Tax Collector website at www.countytreasurer.org and the notes to the Commission's basic financial statements included in the Commission's Annual Comprehensive Financial Report, respectively. Interest rate risk: While the Commission does not have a formal policy related to the interest rate risk of investments, the Commission's investment policy follows the California Government Code as it relates to limits on investment maturities as a means of managing exposure to fair value losses arising from increasing interest rates. 7 216 State Transit Assistance Fund of the County of Riverside as Administered by the Riverside County Transportation Commission Notes to Financial Statements June 30, 2023 Note 2. Cash and Investments (Continued) Credit risk: As of June 30, 2023 the Commission's investment in the RCPIF was rated Aaa/bf by Moody's Investors Service and AAAf/S1 by Fitch Ratings. The Commission's investment policy only requires credit quality ratings for repurchase agreements, U.S. corporate debt, commercial paper, bankers' acceptances, and certificates of deposit. Note 3. Fund Balance At June 30, 2023, amounts are restricted for apportioned and unallocated amounts and for unpaid allocations by geographic area. For Western County transit programs, commuter rail and bus allocations are in accordance with the Commission's policy. Restricted for allocations available for programming: Western County: Commuter rail $ 37,564,845 Bus 32, 664, 850 Coachella Valley: Commuter rail 381,133 Bus 3,470,750 Palo Verde Valley 207,637 74, 289, 215 Restricted for unclaimed allocations: Western County: Commuter rail 9,536,494 City of Banning 6,189,762 City of Beaumont 6,699,391 City of Corona 1,270,193 City of Riverside 156,676 Riverside Transit Agency 28,951,416 Coachella Valley: SunLine Transit Agency 14,302,932 Rail 235,927 Palo Verde Valley: Palo Verde Valley Transit Agency 526,543 67, 869, 334 Total fund balance $ 142,158,549 8 217 Supplementary Information 218 State Transit Assistance Fund of the County of Riverside, as Administered by the Riverside County Transportation Commission Schedule of Allocations and Disbursements Approved During the Year Year Ended June 30, 2023 Recipient Current Year Allocation Amount Disbursed California Code of Regulations Section No. Reference Western County: City of Banning City of Beaumont City of Corona City of Riverside Riverside Transit Agency Commission Commuter Rail Program Total Western County Coachella Valley: SunLine Transit Agency Rail Program Total Coachella Valley $ 3,145,000 $ 114,516 2,190,000 473,827 (574) 80,000 206,685 5,182,474 23,710,608 8,000,000 3,433,456 18,597,474 27,938,518 6731 6731 6731 6731 6730 6730 5,484,000 283,330 6730 441,200 1,219,985 6730 5,925,200 Palo Verde Valley Transit Agency 454,000 1,503,315 25,608 6730 Other 153,533 $ 24, 976, 674 $ 29, 620, 974 9 219 EideBailly CPAs & BUSINESS ADVISORS Independent Auditor's Report on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards Board of Commissioners Riverside County Transportation Commission Riverside, California We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States (Government Auditing Standards), the financial statements of the State Transit Assistance Fund (the Fund) of the County of Riverside, California, as administered by the Riverside County Transportation Commission (Commission), as of and for the year ended June 30, 2023, and the related notes to the financial statements, and have issued our report thereon dated October 31, 2023. Our report included an emphasis of matter paragraph indicating that the financial statements present only the Fund and do not purport to, and do not, present fairly the financial position of the Commission or the County of Riverside, California, as of June 30, 2023, and the changes in its financial position for the year ended in accordance with accounting principles generally accepted in the United States of America. Report on Internal Control over Financial Reporting In planning and performing our audit of the financial statements, we considered the Commission's internal control over the Fund's financial reporting (internal control) as a basis for designing audit procedures that are appropriate in the circumstances for the purpose of expressing our opinion on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the Commission's internal control related to the Fund. Accordingly, we do not express an opinion on the effectiveness of the Commission's internal control related to the Fund. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the Fund's financial statements will not be prevented, or detected and corrected, on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies. Given these limitations, during our audit, we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses or significant deficiencies may exist that have not been identified. 10 What inspires you, inspiresr us. eidebailly.com 10681 Foothill Blvd., Ste. 300 Rancho Cucamonga, CA�?T30-3831 T 909.466.4410 F 909.466.4431 EOE Report on Compliance and Other Matters As part of obtaining reasonable assurance about whether the Fund's financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts and grant agreements, noncompliance with which could have a direct and material effect on the financial statements. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the Commission's internal control or on compliance as it relates to the Fund. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Commission's internal control and compliance related to the Fund. Accordingly, this communication is not suitable for any other purpose. Rancho Cucamonga, California October 31, 2023 11 221 ATTACHMENT 4 State of Good Repair Fund of the County of Riverside, as Administered by the Riverside County Transportation Commission Financial and Compliance Reports Year Ended June 30, 2023 222 Contents Independent Auditor's Report 1-3 Financial Statements Balance Sheet Statement of Revenues, Expenditures and Change in Fund Balance Notes to Financial Statements 4 5 6-8 Supplementary Information Schedule of Allocations and Disbursements Approved During the Year 9 Independent Auditor's Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance With Government Auditing Standards 10-11 223 EideBailly CPAs & BUSINESS ADVISORS Independent Auditor's Report Board of Commissioners Riverside County Transportation Commission Riverside, California Report on the Audit of the Financial Statements Opinion We have audited the financial statements of the State of Good Repair Fund (the Fund) of the County of Riverside, California, as administered by the Riverside County Transportation Commission (Commission) as of and for the year ended June 30, 2023, and the related notes to the financial statements, as listed in the table of contents. In our opinion, the accompanying financial statements referred to above present fairly, in all material respects, the financial position of the Fund of the Commission, as of June 30, 2023, and the changes in financial position for the year then ended in accordance with accounting principles generally accepted in the United States of America. Basis for Opinion We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS) and the standards applicable to financial audits contained in Government Auditing Standards (Government Auditing Standards), issued by the Comptroller General of the United States. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Commission and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Emphasis of Matter As discussed in Note 1, the financial statements present only the Fund and do not purport to, and do not, present fairly the financial position of the Commission or the County of Riverside, California, as of June 30, 2023, and the changes in financial position for the year then ended, in accordance with accounting principles generally accepted in the United States of America. Our opinion is not modified with respect to this matter. 1 What inspires you, inspires us. eidebailly.com 10681 Foothill Blvd., Ste. 300 Rancho Cucamonga, CAq?a 0-3831 T 909.466.4410 F 909.466.4431 EOE Responsibilities of Management for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America; and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor's Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS and Government Auditing Standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements. In performing an audit in accordance with GAAS and Government Auditing Standards, we: • Exercise professional judgment and maintain professional skepticism throughout the audit. • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Commission's internal control. Accordingly, no such opinion is expressed. • Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control —related matters that we identified during the audit. Required Supplementary Information Management has omitted the management's discussion and analysis that accounting principles generally accepted in the United States of America require to be presented to supplement the basic financial statements. Such missing information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board, who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. Our opinion on the basic financial statements is not affected by the missing information. 2 225 Supplementary Information Our audit was conducted for the purpose of forming an opinion on the financial statements that collectively comprise the Fund's basic financial statements. The schedule listed in the table of contents is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the basic financial statements. The information has been subjected to the auditing procedures applied in the audit of the basic financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the basic financial statements or to the basic financial statements themselves, and other additional procedures in accordance with GAAS. In our opinion, the schedule listed in the table of contents is fairly stated, in all material respects, in relation to the basic financial statements as a whole. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated October 31, 2023, on our consideration of the Commission's internal control over the Fund's financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is solely to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the Commission's internal control over financial reporting or on compliance related to the Fund. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Commission's internal control over the Fund's financial reporting and compliance. Rancho Cucamonga, California October 31, 2023 3 226 State of Good Repair Fund of the County of Riverside, as Administered by the Riverside County Transportation Commission Balance Sheet June 30, 2023 Assets Cash and investments Accounts receivable Interest receivable Total assets Liabilities and Fund Balance $ 11,746,919 1,041,273 190,250 $ 12,978,442 Liabilities Accounts payable Due to other Commission funds Total liabilities Fund Balance Restricted for unclaimed allocations Restricted for allocations available for programming Total fund balance Total liabilities and fund balance See Notes to Financial Statements. $ 281,106 35,700 316,806 8,320,009 4,341,627 12,661,636 $ 12,978,442 4 227 State of Good Repair Fund of the County of Riverside, as Administered by the Riverside County Transportation Commission Statement of Revenues, Expenditures and Change in Fund Balance Year Ended June 30, 2023 Revenues: Sales taxes $ 4,364,613 Intergovernmental 312,610 Interest income 264,047 Total revenues 4,941,270 Expenditures: Administration 426,910 Transit 3,127,171 Total expenditures 3,554,081 Net change in fund balance 1,387,189 Fund balance, beginning of year 11,274,447 Fund balance, end of year $ 12,661,636 See Notes to Financial Statements. 5 228 State of Good Repair Fund of the County of Riverside as Administered by the Riverside County Transportation Commission Notes to Financial Statements June 30, 2023 Note 1. Nature of Operations and Significant Accounting Policies The Riverside County Transportation Commission (the Commission), in its capacity as the transportation planning agency for the County of Riverside, California (the County), is responsible for administering funds provided through the State of Good Repair Program, which was created in 2017 under Chapter 5, (SB 1) of the California statutes to provide additional revenues for transit infrastructure repair and service improvements. The funds are derived from fuel sales tax and vehicle fee revenues and are budgeted through legislation and appropriated to the State Controller's Office (the State) for allocation to local agencies based on the State Transit Assistance formula. The accounting policies of the State of Good Repair Fund (the Fund), a special revenue fund of the Commission, conform to accounting principles generally accepted in the United States as applicable to governmental units. A summary of the Commission's significant accounting policies is as follows: Presentation: The accompanying financial statements of the Fund are intended to present the financial position and the changes in financial position of only that portion of the governmental activities of the Commission that is attributable to the transactions of the Fund of the Commission. They do not purport to, and do not, present fairly the financial position of the Commission or the County as of June 30, 2023 and the related changes in its financial position for the year then ended, in conformity with accounting principles generally accepted in the United States of America. Basis of accounting: In accordance with the requirements for governmental funds, the modified accrual basis of accounting and current resources measurement focus is followed in the Fund. Under this method of accounting, expenditures are recorded when they are expected to be liquidated with expendable available resources, and revenue is recorded when it becomes both measurable and available. "Measurable" means the amount of the transaction can be determined, and "available" means collectible within the current period or soon enough thereafter to be used to pay liabilities of the current period. For this purpose, the Commission considers revenues to be available if they are collected within 180 days of the end of the fiscal year. Those revenues susceptible to accrual include fuel sales tax, vehicle fee, and interest revenue. Allocations to local agencies: State of Good Repair funds are allocated to the operators within the County. Public Utilities Code (PUC) Section 99313 allocates funds to regional transportation planning agencies based on the ratio of area population to state population. PUC Section 99314 allocates funds to public operators based on their share of fares and local support to other operators in the state. The allocations must be made in a resolution adopted by the Commission. Cash and investments: It is the Commission's policy to deposit all funds received in the Riverside County Pooled Investment Fund (RCPIF) for investment until the funds are required for disbursement. Interest income is earned while these funds are deposited. Accounts receivable: Accounts receivable consist primarily of fuel sales tax and vehicle fee revenues from the State of California not received as of June 30, 2023. Due to other Commission funds: Due to other Commission funds represents payables from the State of Good Repair program to the Commission for administrative allocation expenditures as of June 30, 2023. 6 229 State of Good Repair Fund of the County of Riverside as Administered by the Riverside County Transportation Commission Notes to Financial Statements June 30, 2023 Note 1. Nature of Operations and Significant Accounting Policies (Continued) Fund balance restrictions: The Fund reports restricted fund balances to show the level of constraint governing the use of the funds as set forth by enabling State legislation. The restricted fund balance for allocations available for programming represents amounts apportioned but not allocated to claimants. The restricted fund balance for unclaimed allocations represents amounts allocated by the Commission and due to claimants but not yet paid, as claimants have not yet provided the appropriate claim documentation to the Commission as of June 30, 2023. Expenditures: Expenditures represent funds disbursed to transit operators that have met the eligibility requirements to receive State of Good Repair Program funds per PUC Sections 99313 and 99314. All disbursements are to be used for transit purposes. Note 2. Cash and Investments Cash and investments at June 30, 2023 consist of the following: Cash and investments with RCPIF Cash in bank $ 11,746,291 628 $ 11,746,919 The funds in the RCPIF are pooled with those of other entities in the RCPIF and invested in accordance with the County's investment policy. The funds with the custodian are pooled with those of other Commission operating funds and invested in accordance with the Commission's investment policy. These pooled funds are carried at fair value. Investments in U.S.Treasury, federal agency, mortgage and asset - backed, municipal, corporate, negotiable certificates of deposit, and commercial paper securities are carried at fair value based on quoted market prices. Money market mutual funds are carried at fair value based on each fund's share price. The pooled funds are not subject to level 1, 2 or 3 of the fair value hierarchy prescribed by Governmental Accounting Standards Board Statement No. 72, Fair Value Measurement and Application. The Commission is a voluntary participant in the RCPIF. An Investment Oversight Committee has been established by the County, which acts as a regulator of the RCPIF. As of June 30, 2023, the Fund had $11,746,291 invested in the RCPIF, with a weighted average maturity of 474 days. Additional information on investment types, fair value measurement and credit risk of the RCPIF may be obtained from the County of Riverside Treasurer -Tax Collector located at 4080 Lemon Street, 4th Floor, Riverside, California 92502 or by visiting the Treasurer -Tax Collector website at www.countytreasurer.org. Interest rate risk: While the Commission does not have a formal policy related to the interest rate risk of investments, the Commission's investment policy follows the California Government Code as it relates to limits on investment maturities as a means of managing exposure to fair value losses arising from increasing interest rates. Credit risk: As of June 30, 2023 the Commission's investment in the RCPIF was rated Aaa/bf by Moody's Investors Service and AAAf/S1 by Fitch Ratings. The Commission's investment policy only requires credit quality ratings for repurchase agreements, U.S. corporate debt, commercial paper, bankers' acceptances, and certificates of deposit. 7 230 State of Good Repair Fund of the County of Riverside as Administered by the Riverside County Transportation Commission Notes to Financial Statements June 30, 2023 Note 3. Fund Balance At June 30, 2023, amounts are restricted for apportioned and unallocated amounts and for unpaid allocations by geographic area. For Western County transit programs, commuter rail and bus allocations are in accordance with the Commission's policy. Restricted for allocations available for programming: Western County: Commuter rail $ 1,054,969 Bus 2,315,082 Coachella Valley 911,576 Palo Verde Valley 60,000 4,341,627 Restricted for unclaimed allocations: Western County: Commuter rail City of Banning City of Beaumont City of Corona City of Riverside Riverside Transit Agency Coachella Valley: SunLine Transit Agency Palo Verde Valley: Palo Verde Valley Transit Agency 964,074 45,722 175,671 407,250 399,357 2,997,849 3,233,355 96,731 8,320,009 Total fund balance $ 12,661,636 8 231 Supplementary Information 232 State of Good Repair Fund of the County of Riverside, as Administered by the Riverside County Transportation Commission Schedule of Allocations and Disbursements Approved During the Year Year Ended June 30, 2023 California Code of Regulations Current Year Amount Disbursed Section No. Recipient Allocation (Accrual Reversal) Reference Western County: City of Banning $ 50,000 $ 24,903 6731 City of Beaumont 60,000 60,000 6731 City of Corona 150,000 25,880 6731 City of Riverside 50,000 5,091 6731 Riverside Transit Agency 2,055,839 2,895,553 6730 Commission Commuter Rail Program 1,050,785 - 6730 Total Western County 3,416,624 3,011,427 SunLine Transit Agency 900,000 102,929 6730 Palo Verde Valley Transit Agency 60,000 12,815 6730 Other - 426,910 $ 4,376,624 $ 3,554,081 9 233 EideBailly CPAs & BUSINESS ADVISORS Independent Auditor's Report on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards Board of Commissioners Riverside County Transportation Commission Riverside, California We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States (Governmental Auditing Standards), the financial statements of the State of Good Repair Fund (the Fund) of the County of Riverside, California, as administered by the Riverside County Transportation Commission (Commission), as of and for the year ended June 30, 2023, and the related notes to the financial statements, and have issued our report thereon dated October 31, 2023. Our report included an emphasis of matter paragraph indicating that the financial statements present only the Fund and do not purport to, and do not, present fairly the financial position of the Commission or the County of Riverside, California, as of June 30, 2023, and the changes in its financial position for the year ended in accordance with accounting principles generally accepted in the United States of America. Report on Internal Control over Financial Reporting In planning and performing our audit of the financial statements, we considered the Commission's internal control over the Fund's financial reporting (internal control) as a basis for designing audit procedures that are appropriate in the circumstances for the purpose of expressing our opinion on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the Commission's internal control related to the Fund. Accordingly, we do not express an opinion on the effectiveness of the Commission's internal control related to the Fund. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the Fund's financial statements will not be prevented, or detected and corrected, on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies. Given these limitations, during our audit, we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses or significant deficiencies may exist that have not been identified. 10 What inspires you, inspires us. eidebailly.com 10681 Foothill Blvd., Ste. 300 Rancho Cucamonga, CAPa 0-3831 T 909.466.4410 F 909.466.4431 EOE Report on Compliance and Other Matters As part of obtaining reasonable assurance about whether the Fund's financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts and grant agreements, noncompliance with which could have a direct and material effect on the financial statements. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the Commission's internal control or on compliance as it relates to the Fund. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Commission's internal control and compliance related to the Fund. Accordingly, this communication is not suitable for any other purpose. Rancho Cucamonga, California October 31, 2023 11 235 ATTACHMENT 5 Proposition 1B Rehabilitation, Safety and Security Project Accounts, Accounts of the Riverside County Transportation Commission Financial and Compliance Reports Years Ended June 30, 2023 and 2022 236 Contents Independent Auditor's Report 1-3 Financial Statements Balance Sheets 4 Statements of Revenues, Expenditures and Change in Fund Balance 5 Notes to Financial Statements 6-8 Independent Auditor's Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance With Government Auditing Standards 9-10 237 EideBailly CPAs & BUSINESS ADVISORS Independent Auditor's Report Board of Commissioners Riverside County Transportation Commission Riverside, California Report on the Audit of the Financial Statements Opinion We have audited the financial statements of the Proposition 1B Rehabilitation, Safety and Security Project Accounts (the Accounts), Accounts of the Riverside County Transportation Commission (Commission), as of and for the years ended June 30, 2023 and 2022, and the related notes to the financial statements, as listed in the table of contents. In our opinion, the accompanying financial statements referred to above present fairly, in all material respects, the respective financial position of the Accounts of the Commission, as of June 30, 2023 and 2022, and the respective changes in financial position for the years then ended in accordance with accounting principles generally accepted in the United States of America. Basis for Opinion We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS) and the standards applicable to financial audits contained in Government Auditing Standards (Government Auditing Standards), issued by the Comptroller General of the United States. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Commission and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Emphasis of Matter As discussed in Note 1 to the financial statements, the financial statements present only the Accounts and do not purport to, and do not, present fairly the financial position of the Commission as of June 30, 2023 and 2022, and the respective changes in financial position for the years then ended, in accordance with accounting principles generally accepted in the United States of America. Our opinion is not modified with respect to this matter. 1 What inspires you, inspiresQQ us. eidebailly.com 10681 Foothill Blvd., Ste. 300 Rancho Cucamonga, CA�1730-3831 T 909.466.4410 F 909.466.4431 EOE Responsibilities of Management for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America; and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor's Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS and Government Auditing Standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements. In performing an audit in accordance with GAAS and Government Auditing Standards, we: • Exercise professional judgment and maintain professional skepticism throughout the audit. • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Commission's internal control. Accordingly, no such opinion is expressed. • Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control —related matters that we identified during the audit. Required Supplementary Information Management has omitted the management's discussion and analysis that accounting principles generally accepted in the United States of America require to be presented to supplement the basic financial statements. Such missing information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board, who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. Our opinion on the basic financial statements is not affected by the missing information. 2 239 Supplementary Information Our audit was conducted for the purpose of forming an opinion on the financial statements that collectively comprise the Account's basic financial statements. The statements listed in the table of contents as supplementary information are presented for purposes of additional analysis and are not a required part of the basic financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the basic financial statements. The information has been subjected to the auditing procedures applied in the audit of the basic financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the basic financial statements or to the basic financial statements themselves, and other additional procedures in accordance with GAAS. In our opinion, the statements listed in the table of contents are fairly stated, in all material respects, in relation to the basic financial statements as a whole. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated October 31, 2023, on our consideration of the Commission's internal control over the Account's financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is solely to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the Commission's internal control over financial reporting or on compliance related to the Accounts. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Commission's internal control over the Account's financial reporting and compliance. Rancho Cucamonga, California October 31, 2023 3 240 Proposition 1B Rehabilitation, Safety and Security Project Accounts, Accounts of the Riverside County Transportation Commission Balance Sheets June 30, 2023 and 2022 2023 2022 Assets PTMISEA PTMISEA Cash and investments in Riverside County Pooled Investment Fund $ 65,978 $ 624,422 Interest receivable - 268 Total assets $ 65,978 $ 624,690 Liabilities and Fund Balance Liabilities Accounts payable $ 65,978 $ 46,595 Total liabilities 65,978 46,595 Fund Balance Restricted: Rail projects Total fund balance Total liabilities and fund balance See Notes to Financial Statements. 578,095 578,095 $ 65,978 $ 624,690 Proposition 1B Rehabilitation, Safety and Security Project Accounts, Accounts of the Riverside County Transportation Commission Statements of Revenues, Expenditures and Change in Fund Balance Years Ended June 30, 2023 and 2022 2023 2022 PTMISEA PTMISEA Revenues: Interest $ 8,820 $ 1,425 Total revenues 8,820 1,425 Expenditures: Rail 586,915 453,855 Net change in account fund balance Fund balance, beginning of year Fund balance, end of year See Notes to Financial Statements. (578,095) (452,430) 578,095 1,030,525 $ $ 578,095 Proposition 1B Rehabilitation, Safety and Security Project Accounts, Accounts of the Riverside County Transportation Commission Notes to Financial Statements June 30, 2023 and 2022 Note 1. Nature of Operations and Summary of Significant Accounting Policies Nature of operations: On November 7, 2006, the voters of California approved the Highway Safety, Traffic Reduction, Air Quality, and Port Security Bond Act of 2006 (Proposition 1 B). Proposition 1B included a state program of funding in the amount of $4 billion and $1 billion to be deposited in the Public Transportation Modernization, Improvement, and Service Enhancement Account (PTMISEA) and Transit System Safety, Security, and Disaster Response Account (TSSSDRA), respectively. The California Transit Security Grant Program —California Transit Assistance Fund (CTSGP-CTAF) is a TSSSDRA program. The PTMISEA funds, which are administered by the California Department of Transportation (Caltrans), and the CTSGP- CTAF funds, which are administered by the California Emergency Management Agency (CaIEMA), are made available to project sponsors in California for eligible public transportation projects and related security and safety projects, respectively. The Riverside County Transportation Commission (the Commission) owns and operates nine commuter rail stations and a transit center in Riverside County (the County). As a project sponsor, the Commission has applied for and obtained approval for PTMISEA and CTSGP-CTAF funds for various projects related to its commuter rail stations. These funds are accounted for in the Measure A Western County Rail and Coachella Valley Station Development Special Revenue Funds in project accounts (the Accounts). The revenue to the Accounts is derived from allocations approved by the Controller of the State of California (the Controller). The accounting policies of the Commission conform to accounting principles generally accepted in the United States of America as applicable to governmental units. A summary of the Commission's significant accounting policies is as follows: Presentation: The accompanying financial statements of the Accounts are intended to present the financial position and the changes in financial position of only that portion of the governmental activities of the Commission that is attributable to the transactions of the PTMISEA and CTSGP-CTAF Accounts of the Commission. They do not purport to, and do not, present fairly the financial position of the Commission as of June 30, 2023 and 2022 and the changes in its financial position for the years then ended, in conformity with accounting principles generally accepted in the United States of America. Basis of accounting: In accordance with the requirements for governmental funds, the modified accrual basis of accounting is followed in the PTMISEA and CTSGP-CTAF Accounts. Under the modified accrual basis of accounting, expenditures are recorded when they are expected to be liquidated with expendable available resources, and revenue is recorded when it becomes both measurable and available. "Measurable" means the amount of the transaction can be determined, and "available" means collectible within the current period, or soon enough thereafter to be used to pay liabilities of the current period. For this purpose, the Commission considers revenues to be available if they are collected within 180 days of the end of the current fiscal period. Those revenues susceptible to accrual include PTMISEA and CTSGP- CTAF allocations and interest revenue. For the years ended June 30, 2023 and 2022, the Commission did not recognize an allocation of revenues, respectively, for the Station Rehabilitation and Coachella Valley Station Development, or Station Security projects. 6 243 Proposition 1B Rehabilitation, Safety and Security Project Accounts, Accounts of the Riverside County Transportation Commission Notes to Financial Statements June 30, 2023 and 2022 Note 1. Nature of Operations and Summary of Significant Accounting Policies (Continued) Funding: Project sponsors may submit applications for funding of eligible transit capital projects to Caltrans or CaIEMA, which approve projects for funding related to PTMISEA and CTSGP-CTAF, respectively. PTMISEA eligible projects include rehabilitation, safety or modernization improvements; capital service enhancements or expansions; new capital projects; bus rapid transit improvements; and rolling stock procurement, rehabilitation, expansion or replacement. CTSGP-CTAF eligible projects include capital projects that provide increased protection against a security or safety threat; increase the capacity of transit operators to prepare for disaster -response transportation systems to move people, goods, emergency personnel and equipment in the aftermath of a disaster; and other allowable costs under California Government Code 16727(a). The Controller will disburse funds upon receipt of the approved PTMISEA and CTSGP-CTAF projects. Funds must be encumbered within three years of receipt and must be expended within three years of being encumbered. Cash: It is the Commission's policy to deposit all funds received in the Riverside County Pooled Investment Fund (RCPIF) for investment until the funds are required for disbursement. Interest income is earned while these funds are deposited. Fund balance restrictions: The Accounts report restricted account fund balances to show the level of constraint governing the use of the funds. Restricted account fund balances are restricted for specific purposes by third parties. Expenditures: Expenditures represent rail capital projects as identified in PTMISEA and CTSGP-CTAF applications submitted by the Commission. For the year ended June 30, 2023, the Commission incurred qualifying expenditures of $586,915 for the Coachella Valley Station Development project. For the year ended June 30, 2022, the Commission incurred qualifying expenditures $453,855 for the Coachella Valley Station Development project. Note 2. Cash and Investments With County Treasurer The funds in the RCPIF are pooled with those of other entities and invested in accordance with the County's investment policy. These pooled funds are carried at fair value. Investments in U.S.Treasury, federal agency, mortgage and asset -backed, municipal, corporate, negotiable certificates of deposit, and commercial paper securities are carried at fair value based on quoted market prices. Money market mutual funds are carried at fair value based on each fund's share price. The pooled funds are not subject to level 1, 2 or 3 of the fair value hierarchy prescribed by Governmental Accounting Standards Board Statement No. 72, Fair Value Measurement and Application. The Commission is a voluntary participant in the pool. An Investment Oversight Committee has been established by the County, which acts as a regulator of the pool. 7 244 Proposition 1B Rehabilitation, Safety and Security Project Accounts, Accounts of the Riverside County Transportation Commission Notes to Financial Statements June 30, 2023 and 2022 Note 2. Cash and Investments With County Treasurer (Continued) As of June 30, 2023 and 2022, the Account has $65,978 and $624,422, respectively, included in the Commission's investment with the RCPIF, with an average maturity of 474 days and 434 days, respectively. Additional information on investment types, fair value measurement and credit risk of the RCPIF may be obtained from the County of Riverside Treasurer -Tax Collector located at 4080 Lemon Street, 4th Floor, Riverside, California 92502 or by visiting the Treasurer -Tax Collector website at www.countytreasurer.org. Interest rate risk: While the Commission does not have a formal policy related to the interest rate risk of investments, the Commission's investment policy follows the California Government Code as it relates to limits on investment maturities as a means of managing exposure to fair value losses arising from increasing interest rates. Credit risk: As of June 30, 2023 and 2022 the Commission's investment in the RCPIF was rated Aaa/bf by Moody's Investors Service and AAAf/S1 by Fitch Ratings. The Commission's investment policy only requires credit quality ratings for repurchase agreements, U.S. corporate debt, commercial paper, bankers' acceptances, and certificates of deposit. 8 245 EideBailly CPAs & BUSINESS ADVISORS Independent Auditor's Report on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards Board of Commissioners Riverside County Transportation Commission Riverside, California We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States (Government Auditing Standards), the financial statements of the Proposition 1B Rehabilitation, Safety and Security Project Accounts (the Accounts), Accounts of the Riverside County Transportation Commission (Commission), as of and for the year ended June 30, 2023, and the related notes to the financial statements, and have issued our report thereon dated October 31, 2023. Our report included an emphasis of matter paragraph indicating that the financial statements present only the Accounts and do not purport to, and do not, present fairly the financial position of the Commission as of June 30, 2023, and the changes in its financial position for the year ended in accordance with accounting principles generally accepted in the United States of America. Report on Internal Control over Financial Reporting In planning and performing our audit of the financial statements, we considered the Commission's internal control over the Accounts' financial reporting (internal control) as a basis for designing audit procedures that are appropriate in the circumstances for the purpose of expressing our opinion on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the Commission's internal control related to the Accounts. Accordingly, we do not express an opinion on the effectiveness of the Commission's internal control related to the Accounts. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the Accounts' financial statements will not be prevented, or detected and corrected, on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies. Given these limitations, during our audit, we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses or significant deficiencies may exist that have not been identified. 9 What inspires you, inspires us. eidebailly.com 10681 Foothill Blvd., Ste. 300 Rancho Cucamonga, CA;' 0-3831 T 909.466.4410 F 909.466.4431 EOE Report on Compliance and Other Matters As part of obtaining reasonable assurance about whether the Accounts' financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts and grant agreements, noncompliance with which could have a direct and material effect on the Accounts' financial statements. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the Commission's internal control or on compliance as it relates to the Accounts. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Commission's internal control and compliance related to the Accounts. Accordingly, this communication is not suitable for any other purpose. Rancho Cucamonga, California October 31, 2023 10 247 ATTACHMENT 6 Low Carbon Transit Operations Program Account, an Account of the Riverside County Transportation Commission Financial and Compliance Reports Years Ended June 30, 2023 and 2022 248 Contents Independent Auditor's Report 1-3 Financial Statements Balance Sheets 4 Statements of Revenues, Expenditures and Change in Fund Balance 5 Notes to Financial Statements 6-7 Independent Auditor's Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance With Government Auditing Standards 8-9 249 EideBailly CPAs & BUSINESS ADVISORS Independent Auditor's Report Board of Commissioners Riverside County Transportation Commission Riverside, California Report on the Audit of the Financial Statements Opinion We have audited the financial statements of the Low Carbon Transit Operations Program (LCTOP) Account, an Account of the Riverside County Transportation Commission (Commission) as of and for the years ended June 30, 2023 and 2022, and the related notes to the financial statements, as listed in the table of contents. In our opinion, the accompanying financial statements referred to above present fairly, in all material respects, the respective financial position of the LCTOP Account of the Commission as of June 30, 2023 and 2022, and the respective changes in financial position for the years then ended in accordance with accounting principles generally accepted in the United States of America. Basis for Opinion We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS) and the standards applicable to financial audits contained in Government Auditing Standards (Government Auditing Standards), issued by the Comptroller General of the United States. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Commission and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Emphasis of Matter As discussed in Note 1 to the financial statements, the financial statements present only the LCTOP Account and do not purport to, and do not, present fairly the financial position of the Commission as of June 30, 2023 and 2022, and the changes in financial position for the years then ended, in accordance with accounting principles generally accepted in the United States of America. Our opinion is not modified with respect to this matter. 1 What inspires you, inspires us. eidebailly.com 10681 Foothill Blvd., Ste. 300 Rancho Cucamonga, CA?N0-3831 0-3831 T 909.466.4410 F 909.466.4431 EOE Responsibilities of Management for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America; and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor's Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS and Government Auditing Standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements. In performing an audit in accordance with GAAS and Government Auditing Standards, we: • Exercise professional judgment and maintain professional skepticism throughout the audit. • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Commission's internal control. Accordingly, no such opinion is expressed. • Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control —related matters that we identified during the audit. Required Supplementary Information Management has omitted the management's discussion and analysis that accounting principles generally accepted in the United States of America require to be presented to supplement the basic financial statements. Such missing information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board, who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. Our opinion on the basic financial statements is not affected by the missing information. 2 251 Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated October 31, 2023, on our consideration of the Commission's internal control over the LCTOP Account's financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is solely to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the Commission's internal control over financial reporting or on compliance related to the LCTOP Account. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Commission's internal control over the LCTOP Account's financial reporting and compliance. Rancho Cucamonga, California October 31, 2023 3 252 Low Carbon Transit Operations Program Account, an Account of the Riverside County Transportation Commission Balance Sheets June 30, 2023 and 2022 2023 2022 Assets Cash and investments in Riverside County Pooled Investment Fund $ 2,403,289 $ Interest receivable 22,093 Total assets $ 2,425,382 $ Liabilities and Fund Balance Liabilities Accounts payable $ 82,463 $ Total liabilities 82,463 Fund Balance Restricted: Rail projects 2,342,919 Total fund balance 2,342,919 Total liabilities and fund balance $ 2,425,382 $ See Notes to Financial Statements. 4 253 Low Carbon Transit Operations Program Account, an Account of the Riverside County Transportation Commission Statements of Revenues, Expenditures and Change in Fund Balance Years Ended June 30, 2023 and 2022 2023 2022 Revenues: State allocations $ 2,406,486 $ 864,540 Interest 60,102 670 Total revenues 2,466,588 865,210 Expenditures: Rail projects 123,669 865,210 Net change in fund balance 2,342,919 Fund balance, beginning of year Fund balance, end of year $ 2,342,919 $ See Notes to Financial Statements. 5 254 Low Carbon Transit Operations Program Account, an Account of the Riverside County Transportation Commission Notes to Financial Statements June 30, 2023 and 2022 Note 1. Nature of Operations and Summary Significant Accounting Policies Nature of Operations: In 2014, the California Legislature established Senate Bill 862 (SB 862), Low Carbon Transit Operations Program (LCTOP), one of several programs that is part of the Transit, Affordable Housing, and Sustainable Communities Program. LCTOP was created to provide operating and capital assistance for transit agencies to reduce greenhouse gas emissions and improve mobility, with a priority on serving disadvantaged communities. For agencies whose service area includes disadvantaged communities, at least 50 percent of the total moneys received shall be expended on projects that will benefit disadvantaged communities. The accounting policies of the Riverside County Transportation Commission (Commission) conform to accounting principles generally accepted in the United States as applicable to governmental units. A summary of the Commission's significant accounting policies is as follows: Presentation: The accompanying financial statements of the LCTOP Account are intended to present the financial position and the changes in financial position of only that portion of the governmental activities of the Commission that is attributable to the transactions of the LCTOP Account of the Commission. They do not purport to, and do not, present fairly the financial position of the Commission as of June 30, 2023 and 2022 and the changes in its financial position for the years then ended, in conformity with accounting principles generally accepted in the United States of America. Basis of accounting: In accordance with the requirements for governmental funds, the modified accrual basis of accounting is followed in the LCTOP Account. Under the modified accrual basis of accounting, expenditures are recorded when they are expected to be liquidated with expendable available resources, and revenue is recorded when it becomes both measurable and available. "Measurable" means the amount of the transaction can be determined, and "available" means collectible within the current period or soon enough thereafter to be used to pay liabilities of the current period. For this purpose, the Commission considers revenues to be available if they are collected within 180 days of the end of the current fiscal period. Those revenues susceptible to accrual include LCTOP Account allocations and interest revenue. For the years ended June 30, 2023 and 2022 the Commission recognized revenues related to an allocation of $2,406,486 and $864,540, respectively, for the Perris Valley Line station operations and rehabilitation. Funding: Project sponsors may submit expenditure proposals for funding of LCTOP to Caltrans and the California Air Resources Board to determine compliance with the requirements of SB 862 and the LCTOP guidelines. Caltrans submits a final list of approved expenditures to the State Controller's Office, and the approved amounts of funds will be available for release, not to exceed 75 percent of each eligible recipient's share of the full appropriation, with the remaining 25 percent available for release by fiscal year end. Cash: It is the Commission's policy to deposit all funds received in the Riverside County Pooled Investment Fund (RCPIF) for investment until the funds are required for disbursement. Interest income is earned while these funds are deposited. Fund balance restrictions: The LCTOP Account reports restricted account fund balance to show the level of constraint governing the use of the funds. Restricted account fund balances are restricted for specific purposes by third parties. Expenditures: Expenditures represent rail projects as identified in the LCTOP application submitted by the Commission. For the years ended June 30, 2023 and 2022, the Commission incurred qualifying expenditures of $123,669 and $865,210, respectively, for the rail recovery project and Perris Valley Line station operations and rehabilitation, respectively. 2§5 Low Carbon Transit Operations Program Account, an Account of the Riverside County Transportation Commission Notes to Financial Statements June 30, 2023 and 2022 Note 2. Cash and Investments with County Treasurer The funds in the RCPIF are pooled with those of other entities and invested in accordance with the County's investment policy. These pooled funds are carried at fair value. Investments in U.S. Treasury, federal agency, mortgage and asset -backed, municipal, corporate, negotiable certificates of deposit, and commercial paper securities are carried at fair value based on quoted market prices. Money market mutual funds are carried at fair value based on each fund's share price. The pooled funds are not subject to level 1, 2 or 3 of the fair value hierarchy prescribed by Governmental Accounting Standards Board Statement No. 72, Fair Value Measurement and Application. The Commission is a voluntary participant in the pool. An Investment Oversight Committee has been established by the County, which acts as a regulator of the pool. As of June 30, 2023 and 2022, the LCTOP Account has $2,403,289 and $0, respectively, in the Commission's investment with the RCPIF, with an average maturity of 474 days and 434 days, respectively. Additional information on investment types, fair value measurement and credit risk of the RCPIF may be obtained from the County of Riverside Treasurer -Tax Collector located at 4080 Lemon Street, 41h Floor, Riverside, California 92502 or by visiting the Treasurer -Tax Collector website at www.countytreasurer.org. Interest rate risk: While the Commission does not have a formal policy related to the interest rate risk of investments, the Commission's investment policy follows the California Government Code as it relates to limits on investment maturities as a means of managing exposure to fair value losses arising from increasing interest rates. Credit risk: As of June 30, 2023 and 2022 the Commission's investment in the RCPIF was rated Aaa/bf by Moody's Investors Service and AAAf/S1 by Fitch Ratings. The Commission's investment policy only requires credit quality ratings for repurchase agreements, U.S. corporate debt, commercial paper, bankers' acceptances, and certificates of deposit. 26 EideBailly CPAs & BUSINESS ADVISORS Independent Auditor's Report on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards Board of Commissioners Riverside County Transportation Commission Riverside, California We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States (Government Auditing Standards), the financial statements of the Low Carbon Transit Operations Program (LCTOP) Account, an Account of the Riverside County Transportation Commission (Commission), as of and for the year ended June 30, 2023, and the related notes to the financial statements, and have issued our report thereon dated October 31, 2023. Our report included an emphasis of matter indicating that the financial statements present only the LCTOP Account and do not purport to, and do not, present fairly the financial position of the Commission as of June 30, 2023, and the changes in its financial position for the year then ended, in accordance with accounting principles generally accepted in the United States of America. Report on Internal Control over Financial Reporting In planning and performing our audit of the financial statements, we considered the Commission's internal control over the LCTOP Account's financial reporting (internal control) as a basis for designing audit procedures that are appropriate in the circumstances for the purpose of expressing our opinion on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the Commission's internal control related to the LCTOP Account. Accordingly, we do not express an opinion on the effectiveness of the Commission's internal control related to the LCTOP Account. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the LCTOP Account financial statements will not be prevented, or detected and corrected, on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies. Given these limitations, during our audit, we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses or significant deficiencies may exist that have not been identified. 8 What inspires you, inspires� us. eidebailly.com 10681 Foothill Blvd., Ste. 300 Rancho Cucamonga, CA;7730-3831 T 909.466.4410 F 909.466.4431 EOE Report on Compliance and Other Matters As part of obtaining reasonable assurance about whether the LCTOP Account financial statements are free from material misstatement, we performed tests of the Commission's compliance with certain provisions of laws, regulations, contracts and grant agreements, noncompliance with which could have a direct and material effect on the LCTOP Account financial statements. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the Commission's internal control or on compliance as it relates to the LCTOP Account. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Commission's internal control and compliance related to the LCTOP Account. Accordingly, this communication is not suitable for any other purpose. Rancho Cucamonga, California October 31, 2023 9 258 ATTACHMENT 7 Single Audit Report Fiscal Year Ended June 30, 2023 Riverside County Transportation Commission EideBai11y eidebailly.com 259 Riverside County Transportation Commission Table of Contents Fiscal Year Ended June 30, 2023 Independent Auditor's Report on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards 1 Independent Auditor's Report on Compliance for the Major Federal Program; Report on Internal Control Over Compliance; and Report on Schedule of Expenditures of Federal Awards Required by the Uniform Guidance 3 Schedule of Expenditures of Federal Awards 6 Notes to Schedule of Expenditures of Federal Awards 7 Schedule of Findings and Questioned Costs Section I — Summary of Auditor's Results 9 Section II — Financial Statement Findings 10 Section II I — Federal Award Findings and Questioned Costs 11 Summary Schedule of Prior Audit Findings 12 260 EideBailly CPAs & BUSINESS ADVISORS Independent Auditor's Report on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards Board of Commissioners Riverside County Transportation Commission Riverside, California We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the financial statements of the governmental activities, the business -type activities, each major fund, and the aggregate remaining fund information of the Riverside County Transportation Commission (Commission) as of and for the year ended June 30, 2023, and the related notes to the financial statements, which collectively comprise the Commission's basic financial statements, and have issued our report thereon dated October 31, 2023. Our report included an emphasis of matter paragraph regarding the Commission's adoption of Governmental Accounting Standards Board (GASB) Statement No. 96, Subscription -Based Information Technology Arrangements, for the year ended June 30, 2023. Report on Internal Control over Financial Reporting In planning and performing our audit of the financial statements, we considered the Commission's internal control over financial reporting (internal control) as a basis for designing audit procedures that are appropriate in the circumstances for the purpose of expressing our opinions on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the Commission's internal control. Accordingly, we do not express an opinion on the effectiveness of the Commission's internal control. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the Commission's financial statements will not be prevented, or detected and corrected, on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses or significant deficiencies may exist that have not been identified. What inspires you, inspires us. eidebailly.com 1 10681 Foothill Blvd., Ste. 300 Rancho Cucamonga, CA;77130-3831 T 909.466.4410 F 909.466.4431 EOE Report on Compliance and Other Matters As part of obtaining reasonable assurance about whether the Commission's financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the financial statements. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the Commission's internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Commission's internal control and compliance. Accordingly, this communication is not suitable for any other purpose. Rancho Cucamonga, California October 31, 2023 2 262 EideBailly CPAs & BUSINESS ADVISORS Independent Auditor's Report on Compliance for the Major Federal Program; Report on Internal Control Over Compliance; and Report on Schedule of Expenditures of Federal Awards Required by the Uniform Guidance Board of Commissioners Riverside County Transportation Commission Riverside, California Report on Compliance for the Major Federal Program Opinion on Each Major Federal Program We have audited the Riverside County Transportation Commission's (Commission) compliance with the types of compliance requirements identified as subject to audit in the OMB Compliance Supplement that could have a direct and material effect on the Commission's major federal program for the year ended June 30, 2023. The Commission's major federal program is identified in the summary of auditor's results section of the accompanying schedule of findings and questioned costs. In our opinion, the Commission complied, in all material respects, with the compliance requirements referred to above that could have a direct and material effect on its major federal program for the year ended June 30, 2023. Basis for Opinion on the Major Federal Program We conducted our audit of compliance in accordance with auditing standards generally accepted in the United States of America (GAAS); the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States (Government Auditing Standards); and the audit requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance). Our responsibilities under those standards and the Uniform Guidance are further described in the Auditor's Responsibilities for the Audit of Compliance section of our report. We are required to be independent of the Commission and to meet our other ethical responsibilities, in accordance with relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on compliance for the major federal program. Our audit does not provide a legal determination of the Commission's compliance with the compliance requirements referred to above. Responsibilities of Management for Compliance Management is responsible for compliance with the requirements referred to above and for the design, implementation, and maintenance of effective internal control over compliance with the requirements of laws, statutes, regulations, rules and provisions of contracts or grant agreements applicable to the Commission's federal program. What inspires you, inspires us. eidebailly.com 3 10681 Foothill Blvd., Ste. 300 Rancho Cucamonga, CA;Y730-3831 T 909.466.4410 F 909.466.4431 EOE Auditor's Responsibilities for the Audit of Compliance Our objectives are to obtain reasonable assurance about whether material noncompliance with the compliance requirements referred to above occurred, whether due to fraud or error, and express an opinion on the Commission's compliance based on our audit. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS, Government Auditing Standards, and the Uniform Guidance will always detect material noncompliance when it exists. The risk of not detecting material noncompliance resulting from fraud is higher than for that resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Noncompliance with the compliance requirements referred to above is considered material, if there is a substantial likelihood that, individually or in the aggregate, it would influence the judgment made by a reasonable user of the report on compliance about the Commission's compliance with the requirements of the major federal program as a whole. In performing an audit in accordance with GAAS, Government Auditing Standards, and the Uniform Guidance, we: • Exercise professional judgment and maintain professional skepticism throughout the audit. • Identify and assess the risks of material noncompliance, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the Commission 's compliance with the compliance requirements referred to above and performing such other procedures as we considered necessary in the circumstances. • Obtain an understanding of the Commission's internal control over compliance relevant to the audit in order to design audit procedures that are appropriate in the circumstances and to test and report on internal control over compliance in accordance with the Uniform Guidance, but not for the purpose of expressing an opinion on the effectiveness of the Commission's internal control over compliance. Accordingly, no such opinion is expressed. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and any significant deficiencies and material weaknesses in internal control over compliance that we identified during the audit. Report on Internal Control over Compliance A deficiency in internal control over compliance exists when the design or operation of a control over compliance does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, noncompliance with a type of compliance requirement of a federal program on a timely basis. A material weakness in internal control over compliance is a deficiency, or combination of deficiencies, in internal control over compliance, such that there is a reasonable possibility that material noncompliance with a type of compliance requirement of a federal program will not be prevented, or detected and corrected, on a timely basis. A significant deficiency in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance with a type of compliance requirement of a federal program that is less severe than a material weakness in internal control over compliance, yet important enough to merit attention by those charged with governance. 4 264 Our consideration of internal control over compliance was for the limited purpose described in the Auditor's Responsibilities for the Audit of Compliance section above and was not designed to identify all deficiencies in internal control over compliance that might be material weaknesses or significant deficiencies in internal control over compliance. Given these limitations, during our audit we did not identify any deficiencies in internal control over compliance that we consider to be material weaknesses, as defined above. However, material weaknesses or significant deficiencies in internal control over compliance may exist that were not identified. Our audit was not designed for the purpose of expressing an opinion on the effectiveness of internal control over compliance. Accordingly, no such opinion is expressed. The purpose of this report on internal control over compliance is solely to describe the scope of our testing of internal control over compliance and the results of that testing based on the requirements of the Uniform Guidance. Accordingly, this report is not suitable for any other purpose. Report on Schedule of Expenditures of Federal Awards Required by the Uniform Guidance We have audited the financial statements of the governmental activities, the business -type activities, each major fund and the aggregate remaining fund information of the Commission as of and for the year ended June 30, 2023, and the related notes to the financial statements, which collectively comprise the Commission's basic financial statements. We issued our report thereon dated October 31, 2023, which contained unmodified opinions on those financial statements. Our report included an emphasis of matter paragraph regarding the Commission's adoption of Governmental Accounting Standards Board (GASB) Statement No. 96, Subscription -Based Information Technology Arrangements, for the year ended June 30, 2023. Our audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise the basic financial statements. The accompanying schedule of expenditures of federal awards is presented for purposes of additional analysis as required by the Uniform Guidance and is not a required part of the basic financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the basic financial statements. This information has been subjected to the auditing procedures applied in the audit of the basic financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the basic financial statements or to the basic financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the schedule of expenditures of federal awards is fairly stated in all material respects in relation to the basic financial statements as a whole. Rancho Cucamonga, California October 31, 2023 5 265 Riverside County Transportation Commission Schedule of Expenditures of Federal Awards Fiscal Year Ended June 30, 2023 Federal Agency Federal Financial Direct or Passed Direct or Pass -Through Agency Assistance Pass -Through Entity Through to Federal CFDA Program Title or Cluster Listing Identifying Number Subrecipients Expenditures U.S. Department of Transportation Passed through California Department of Transportation: Highway Planning and Construction Cluster: Highway Planning and Construction - SR60 Truck Lanes 20.205 08-1675 $ $ 645,464 Highway Planning and Construction - I15ELP Southern Extension 20.205 19-131-100-00 - 2,706,072 Highway Planning and Construction -115 Smart Freeways 20.205 21-31-126-00 - 1,872,039 Highway Planning and Construction - SR91 Corridor Operations Project 20.205 21-31-018-00 - 1,416,065 Highway Planning and Construction - Mid County Parkway Phase 2 ROW 20.205 STBGSB1L 6054(101) - 74,922 Highway Planning and Construction - SR71/91 Connectors 20.205 22-31-024-00 - 6,673,648 Total Highway Planning and Construction Cluster - 13,388,210 Direct: Transportation Infrastructure Finance and Innovation Act (TIFIA) Program: TIFIA I-15 Express Lanes Project 20.223 TIFIA-2017-1011A - 152,214,260 Total TIFIA Program - 152,214,260 Direct: Federal Transit Cluster: Federal Transit - Capital Investment: Commuter Rail 5 Year Rehab 5309 20.500 CA -05-0268-00 316,763 1,316,762 Commuter Rail Rehab Final 5309 20.500 CA -05-0283-00 853 853 Rail State of Good Repair 5337 20.500 CA -054-0033-00 484,828 484,828 Transit Oriented Communities Strategic Plan 20.500 CA -2021-132-00 238,241 Federal Transit Urbanized Area Formula Grant: Moreno Valley/March Field Station Rail Rehab 20.507 CA -2017-112-00 - 6,324,113 Commuter Rail Pax Upgrades 5307 20.507 CA -90-Z234-00 - 356,348 COVID-19 - CARES Act: Vanpool Operating Assistance 5307 20.507 CA -2020-274-00 - 248,466 Commuter Rail Rehabilitation and Maintenance 20.507 CA -2021-131-00 - 1,874,489 State of Good Repair Grants Program: Commuter Rail 5 Year Rehab 5309 20.525 CA -2017-121-00 3,150,314 3,150,314 2020 Commuter Rail State of Good Repair 5337 20.525 CA -2020-261-00 559,319 559,319 Buses and Bus Facilities Formula, Competitive, and Low or No Emissions Program: South Perris Parking Lot 20.526 CA -2023-105-00 - 417,631 Total Federal Transit Cluster 4,512,077 14,971,364 Total Expenditures of Federal Awards $ 4,512,077 $ 180,573,834 See Notes to Schedule of Expenditures of Federal Awards 6 266 Riverside County Transportation Commission Notes to Schedule of Expenditures of Federal Awards Fiscal Year Ended June 30, 2023 Note 1- Basis of Presentation The accompanying schedule of expenditures of federal awards (Schedule) includes the federal award activity of the Riverside County Transportation Commission (Commission) under programs of the federal government for the year ended June 30, 2023. The information in this Schedule is presented in accordance with the requirements of Title 2 Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance). Because the Schedule presents only a selected portion of the operations of the Commission, it is not intended to and does not present the financial position, changes in net position, or cash flows of the Commission. Note 2 - Summary of Significant Accounting Policies Expenditures of governmental funds reported on the Schedule are reported on the modified accrual basis of accounting. Expenses of enterprise funds are reported on the accrual basis of accounting. Such expenditures/expenses are recognized following the cost principles contained in the Uniform Guidance, wherein certain types of expenditures/expenses are not allowable or are limited as to reimbursement. Negative amounts shown on the Schedule represent adjustments or credits made in the normal course of business to amounts reported as expenditures/expenses in the prior years. Note 3 - Direct and Indirect (Pass -Through) Federal Awards Federal awards may be granted directly to the Commission by a federal granting agency or may be granted to other government agencies which pass -through federal awards to the Commission. The Schedule includes both of these types of Federal award programs when they occur. Note 4 - Transportation Infrastructure Finance and Innovation Act (TIFIA) Program Loans In July 2017, the Commission executed a TIFIA loan agreement with the United States Department of Transportation in an amount not to exceed $152,214,260 to finance portions of the Commission's 1-15 Express Lanes Project. The TIFIA loan is evidenced by a toll revenue bond of the Commission issued pursuant to the master indenture and supplemental indentures. During construction and for a period of to five years following substantial completion, interest is compounded and added to the TIFIA loan. The TIFIA loan requires mandatory debt service payments at a minimum and scheduled debt service payments to the extent additional funds are available. TIFIA debt service payments related to the 1-15 Express Lanes Project are expected to commence on December 1, 2025, which is five years after substantial completion of the 1-15 Express Lanes Project, through June 1, 2055. The interest rate of the TIFIA loan was 2.84%. There were no 1-15 Express Lanes Project TIFIA loan proceeds expended during the fiscal year ended June 30, 2023, and the outstanding loan payable at June 30, 2023 is $167,030,355 (which includes accreted interest). 7 267 Riverside County Transportation Commission Notes to Schedule of Expenditures of Federal Awards Fiscal Year Ended June 30, 2023 Note 5 - Indirect Cost Rate The Commission has not elected to use the 10 -percent de minimis indirect cost rate allowed under the Uniform Guidance. 8 268 Riverside County Transportation Commission Schedule of Findings and Questioned Costs Fiscal Year Ended June 30, 2023 Section I — Summary of Auditor's Results FINANCIAL STATEMENTS Type of auditor's report issued Unmodified Internal control over financial reporting: Material weaknesses identified No Significant deficiencies identified not considered to be material weaknesses None reported Noncompliance material to financial statements noted? No FEDERAL AWARDS Internal control over major program: Material weaknesses identified No Significant deficiencies identified not considered to be material weaknesses None reported Type of auditor's report issued on compliance for major program: Unmodified Any audit findings disclosed that are required to be reported in accordance with Uniform Guidance 2 CFR 200.516(a): No Identification of major federal programs: Name of Federal Program Federal Financial Assistance Listing Transportation Infrastructure Finance and Innovation 20.223 Act (TIFIA) Program Dollar threshold used to distinguish between type A and type B programs: $850,787 Auditee qualified as low -risk auditee? Yes 9 269 Riverside County Transportation Commission Schedule of Findings and Questioned Costs Fiscal Year Ended June 30, 2023 Section II — Financial Statement Findings None identified. 10 270 Riverside County Transportation Commission Schedule of Findings and Questioned Costs Fiscal Year Ended June 30, 2023 Section III — Federal Award Findings and Questioned Costs None identified. 11 271 Riverside County Transportation Commission Summary Schedule of Prior Audit Findings Fiscal Year Ended June 30, 2023 None identified. 12 272 RIVERSIDE COUNTY TRANSPORTATION COMMISSION 274 RCTC 91 Express Lanes Fund (Enterprise Fund of the Riverside County Transportation Commission) Financial Statements For the Year Ended June 30, 2023 CONTENTS Independent Auditor's Report Management's Discussion and Analysis Financial Statements 1 5 Statement of Net Position 13 Statement of Revenues, Expenses and Changes in Fund Net Position 14 Statement of Cash Flows 15 Notes to Financial Statements 17 275 RIVERSIDE COUNTY TRANSPORTATION COMMISSION 276 RIVERSIDE COUNTY TRANSPORTATION COMMISSION 278 EideBailly.. CPAs & BUSINESS ADVISORS Independent Auditor's Report Board of Commissioners Riverside County Transportation Commission Riverside, California Report on the Audit of the Financial Statements Opinion We have audited the financial statements of the RCTC 91 Express Lanes Fund (the Fund), an enterprise fund of the Riverside County Transportation Commission (the Commission) as of and for the year ended June 30, 2023, and the related notes to the financial statements, as listed in the table of contents. In our opinion, the accompanying financial statements referred to above present fairly, in all material respects, the financial position of the RCTC 91 Express Lanes Fund of the Commission, as of June 30, 2023, and the changes in financial position and cash flows thereof for the year then ended in accordance with accounting principles generally accepted in the United States of America. Basis for Opinion We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Commission and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Emphasis of Matter As discussed in Note 1, the financial statements present only the RCTC 91 Express Lanes Fund and do not purport to, and do not, present fairly the financial position of the Commission as of June 30, 2023, the changes in its financial position, or, where applicable, its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America. Our opinion is not modified with respect to this matter. Responsibilities of Management for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America; and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. What inspires you, inspires us. eidebailly.com 10681 Foothill Blvd., Ste. 300 Rancho Cucamonga, CA 91730-3831 T 909.466.4410 F 909.466.4431 EOE 279 -1- Auditor's Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements. In performing an audit in accordance with GAAS, we: • Exercise professional judgment and maintain professional skepticism throughout the audit. • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Commission's internal control. Accordingly, no such opinion is expressed. • Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control —related matters that we identified during the audit. Required Supplementary Information Accounting principles generally accepted in the United States of America require that management's discussion and analysis, as listed in the table of contents, be presented to supplement the basic financial statements. Such information is the responsibility of management and, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. We have applied certain limited procedures to the required supplementary information in accordance with GAAS, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management's responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. ?/) Rancho Cucamo ga, California October 31, 2023 -2- 280 RIVERSIDE COUNTY TRANSPORTATION COMMISSION MANAGEMENT'S DISCUSSION & ANALYSIS RIVERSIDE COUNTY TRANSPORTATION COMMISSION 282 RCTC 91 Express Lanes Fund Management's Discussion and Analysis For the Year Ended June 30, 2023 As management of the RCTC 91 Express Lanes Fund (the Fund), an enterprise fund of the Riverside County Transportation Commission, we offer readers of the Fund financial statements this narrative overview and analysis of the Fund's financial activities for the fiscal year ended June 30, 2023. We encourage readers to consider information on financial performance presented in conjunction with the financial statements that begin on page 11. Financial Highlights • At the end of fiscal year (FY) 2022/23, the total net position (deficit) of the Fund was ($333,152,076) and consisted of net investment (deficit) in capital assets of ($381,252,809), restricted net position for other post -employment benefits of $171,632, and restricted net position of $47,929,101.. • Net position (deficit) of ($333,152,076) during FY 2022/23 reflects the position after the sixth full year of toll operations. Specifically, the net position deficit increased $42,639,893 largely due to payments and expense accruals for operations and repair and rehabilitation costs. The eight - mile stretch between Interstate (I) 15 and the Orange/Riverside County line and a tolled direct connector reached substantial completion and opened to motorists on March 20, 2017. • During FY2022/23, operating income for the Fund totaled $24,718,408. Positive operating income was due to operating revenues of $73,335,918 which include toll, violation penalty, and account fee revenues along with Orange County Transportation Authority (OCTA) reimbursements. Total operating expenses of $48,617,510 include roadway and toll systems maintenance, customer service, back -office operations, other support costs, and depreciation and amortization. Overview of the Financial Statements This discussion and analysis is intended to serve as an introduction to the Fund's financial statements. The financial statements are comprised of the Fund financial statements and notes to the financial statements. The statement of net position presents information on all of the Fund's assets, liabilities, and deferred outflows/inflows of resources, with the difference reported as net position. Over time, increases or decreases in net position may serve as a useful indicator of whether the financial position of the Fund is improving or deteriorating. The statement of revenues, expenses and changes in fund net position presents information showing how the Fund's net position changed during the fiscal year. All changes in net position are reported as soon as the underlying event giving rise to the change occurs, regardless of the timing of related cash flows. Thus, revenues and expenses are reported for some items that will only result in cash flows in future fiscal periods. The statement of cash flows presents information on the cash flows related to operating, noncapital financing, capital and related financing, and investing activities. The Fund financial statements can be found on pages 13-16 of this report. Notes to the financial statements provide additional information that is essential to a full understanding of the data provided in the financial statements. The notes to the financial statements can be found on pages 17-31 of this report. -5- 283 RCTC 91 Express Lanes Fund Management's Discussion and Analysis For the Year Ended June 30, 2023 91 Express Lanes Financial Analysis As noted previously, net position may serve overtime as a useful indicator of the Fund's financial position. At June 30, 2023, the Fund's net position reflected a deficit of $333,152,076.Our analysis below focuses on net position and changes in net position of the Fund's financial activities. RCTC 91 Express Lanes Fund Net Position 2023 2022 Current and other assets Restricted assets Capital assets, net Total assets Deferred outflows of resources Total assets and deferred outflows of resources Current liabilities Long-term liabilities Total liabilities Deferred inflows of resou rces Total liabilities and deferred inflows of resources Net position Net investment in capital assets Restricted Total net position (deficit) 78,496,421 94,326,728 250,014,357 97,713,096 96,659,743 246,296,153 422,837,506 440,668,992 15,102,893 15,575,869 437,940,399 456,244,861 38,029,725 732,788,044 15,522,016 730,832,526 770,817,769 746,354,542 274,706 402,502 771,092,475 746,757,044 (381,252,809) 48,100,733 (387,552,790) 97,040,607 $ (333,152,076) $ (290,512,183) FY 2 02 2/2 3 represents the sixth full year of toll operations for the Fund. Total assets and deferred outflows of resources decreased $18,307,462, or 4%, due primarily to decreases in cash and investments related to operations and repair and rehabilitation expenses. Total liabilities and deferred inflows of resources increased $24,335,431 or 3%, primarily due to increases in operating and repair and rehabilitation expenses. The Fund's net investment in capital assets reflects a deficit of $381,252,809 and represents (114%) of the total net position (deficit) in FY 2022/23. The Fund's net position reflects its investment in capital assets (i.e., land and land improvements; buildings; toll infrastructure; equipment, furniture, and fixtures; transponders; and toll facility franchise), less any related outstanding debt used to acquire these assets. The Fund uses these capital assets, which include intangible assets, to provide improved mobility for the Fund customers and commuters along the State Route (SR) -91 corridor. Restricted net position, representing resources subject to external restrictions on how they may be used, was $48,100,733 and represents 14% of the total net position at June 30, 2023. -6- 284 RCTC 91 Express Lanes Fund Management's Discussion and Analysis For the Year Ended June 30, 2023 The analysis below focuses on the changes in net position. RCTC 91 Express Lanes Fund Changes in Net Position Operating revenues Toll, penalties, and tees Total operating revenues Operating expenses Management and operational services Administrative overhead Other operating expenses Processional services General and administrative Depreciation and amortization Total operating expenses 48,617,510 27,208,376 Operating income $ 73,335,918 $ 65,119,434 73,335,918 65,119,434 11,153,921 10,471,038 1,759,600 1,127,200 26,681,088 4,140,069 1,159,216 1,751,986 1,592,122 4,323 6,271,563 9,713,760 24,718,408 37,911,058 Nonoperating revenues(expenses) Investment income (loss) 4,391,910 (3,022,688) Interest expense (24,612,767) (24,395,855) Cost of issuance (3,783,480) Loss on refunding (6,733,662) Capital expenses (2,498) Gain (loss) on sale otcapital assets - (7,341,950) Total nonoperating revenues (expenses) (20,223,355) (45,27/,635) Income betore transfers 4,495,053 (7,366,577) Transfers trom (to) the Commission, net (47,134,946) 2,316,546 Change in net position (42,639,893) (5,050,031) Total net position at beginning ot year (deficit) (290,512,183) (285,462,152) Total net position at end of year (deficit) $ (333,152,076) $ (290,512,183) The Fund's total operating revenues increased $8,216,484, or 13%, due to higher toll and violation revenues, resulting from periodic toll rate changes based on traffic volumes according to the toll policy. During FY 2022/23 periodic toll rate changes were made based on changes in traffic volumes according to the approved toll policy. Total operating expenses increased $21,409,134, or 79%, primarily due to increases in repair and rehabilitation costs. Nonoperating expenses (net of nonoperating revenues) decreased $25,054,280, or 55%, primarily due to the one-time debt issuance for the 2021 Toll Revenue Refunding Bonds issued in the previous year to pay the 2013 Toll Revenue Bonds and prepayment of the TIFIA loan with the issuance of the 2021 Toll Revenue Refunding Bonds. Net transfers to the Commission increased by $49,451,492 as a result of the transfer of surplus funds for the 15/91 Express -7- 285 RCTC 91 Express Lanes Fund Management's Discussion and Analysis For the Year Ended June 30, 2023 Lanes project completion. Total traffic volume on the RCTC 91 Express Lanes Fund during FY 2022/23 was approximately 16,689,800 trips compared to 16,779,000 trips in FY 2021/22. Transfer of surplus funds are related to the accumulation of prior year revenues and not a current year operating revenue transfer. The 91 Express Lanes surplus revenues will meet its funding commitment in the upcoming fiscal year. Capital Assets As of June 30, 2023, the Fund had $250,014,357, net of accumulated depreciation and amortization, invested in a broad range of capital assets including: land and land improvements; construction easements; construction in progress; buildings; toll infrastructure comprised of communication equipment and computer hardware and software; equipment, furniture, and fixtures; toll facility franchise; leased assets, and transponders. The increase of $3,718,204, or 2%, was due to the increase in construction in progress and transfer of excess land, offset by the decrease in toll facility franchise due to depreciation. RCTC 91 Express Lanes Fund Capital Assets, Net of Depreciation and Amortization 2023 2022 Capital assets not being depreciated: Land and land improvements Construction easements Construction in progress Capital assets being depreciated and amortized: Toll infrastructure Toll facility franchise Transponders Buildings Equipment, furniture, and fixtures Right to use lease assets being amortized: Buildings Total capital assets, net $ 18,678,656 $ 11,431,881 206,307 206,307 6,229,120 4,614,768 4,515,784 4,436,388 219,713,090 224,735,103 9,888 378,010 514,764 11,578 16,231 281,812 330,823 $ 250,014,357 $ 246,296,153 More detailed information about the Fund's capital assets is presented in note 4 to the financial statements. Debt Administration As of June 30, 2023, the Fund had $734,891,709 outstanding in toll revenue bonds. The increase of $1,857,245, or less than 1 %, is due to the increases in the compounded and accreted interest on the toll - supported long-term debt, including premium. -8- 286 RCTC 91 Express Lanes Fund Management's Discussion and Analysis For the Year Ended June 30, 2023 RCTC 91 Express Lanes Fund Outstanding Debt Toll revenue bonds Total outstanding debt $ 734,891,709 $ 733,034,464 $ 734,891,709 $ 733,034,464 Additional information on long-term debt can be found in note 6 to the financial statements. Economic and Other Factors The Fund makes up $74,435,400 or 9% of Commission's FY 2023/24 revenue budget. In FY 2023/24, toll and non -toll revenues are forecasted to increase by 16% over the FY 2022/23 budget. This increase is based on estimated toll transactions and current traffic and revenue data. The RCTC 91 Express Lanes have exceeded initial financing expectations, and the Commission's traffic consultant updated the investment grade and traffic and revenue study in December 2018. The average projected long-term rate of growth for toll road revenues beyond FY 2023/24 is 5.03%. The majority of expenses related to the Fund within FY 2023/24 budget are on -going general costs related to day-to-day operations of the toll facility. As a fully electronic toll facility, motorists pay tolls through the convenient use of FasTrak° transponders that automatically deduct toll charges from a prepaid account. Under a cooperative agreement entered into with OCTA in December 2011, the RCTC 91 Express Lanes are jointly operated with the OCTA 91 Express Lanes and collectively referred to as the 91 Express Lanes. The Commission and OCTA agreed on the use of the same initial operator, cost and revenue sharing, business rules, interoperability of technology, and shared marketing activities. The joint operation allows for the sharing of costs and a seamless customer experience. Contacting 91 Express Lane's Management This financial report is designed to provide a general overview of the Fund's finances for all those with an interest in the government's finances and to demonstrate the Fund's accountability for the money it receives. Questions concerning any of the information provide in this report or requests for additional information should be addressed to the Chief Financial Officer, Finance Department at the Riverside County Transportation Commission, 4080 Lemon Street, 3rd Floor, P.O. Box 12008, Riverside, CA 92502- 2208. -9- 287 RIVERSIDE COUNTY TRANSPORTATION COMMISSION 288 RIVERSIDE COUNTY TRANSPORTATION COMMISSION RIVERSIDE COUNTY TRANSPORTATION COMMISSION 290 RCTC 91 Express Lanes Fund (Enterprise Fund of the Riverside County Transportation Commission) Statement of Net Position June 30, 2023 Assets Current assets: Cash and investments $ 74,321,586 Receivables Accounts 2,500,377 Interest 1,448,791 Violations 33,668 Prepaid expenses 137,697 Total current assets 78,442,119 Noncurrent assets: Restricted cash and investments 94,326,728 Net other post -employment benetits assets 54,302 Capital assets, net Nondepreciable 25,114,083 Depreciable and amortizable 224,618,462 Right to use lease asset 281,812 Total noncurrent assets 344,395,387 Total assets 422,837,506 Deterred outtlows of resources Pension benetits 707,709 Other post -employment benefits 158,076 Loss on retunding bonds 14,237,108 Total assets and deferred outflows of resou rces 437,940,399 Liabilities Current liabilities: Accounts payable 9,276,311 Interest payable 1,852,837 Due to other Commission funds 24,247,520 Other liabilities 536 Compensated absences liability 69,199 Lease payable 45,947 Bonds payable -due within one year 2,537,375 Total current liabilities 38,029,725 Noncurrent liabilities: Net pension liabilities 143,988 Compensated absences liability 44,493 Lease payable 245,229 Bonds payable -due in more than one year 732,354,334 Total noncurrent liabilities 732,788,044 Total liabilities 770,817,769 Deterred inflows of resources Pension benefits 233,960 Other post -employment benefits 40,746 Total liabilities and deferred inflows of resources 771,092,475 Net position Net investment (deficit) in capital assets (381,252,809) Restricted tor other post -employment benetits 171,632 Restricted tor express lanes 47,929,101 Total net position (deficit) $ (333,152,076) See notes to financial statements -13- 291 RCTC 91 Express Lanes Fund (Enterprise Fund of the Riverside County Transportation Commission) Statement of Revenues, Expenses and Change in Fund Net Position For the Year Ended June 30, 2023 Operating revenues Tolls, penalties, and tees $ 73,335,918 Operating expenses Management and operational services 11,153,921 Administrative overhead 1,759,600 Other operating expenses 26,681,088 Professional services 1,159,216 General and administrative expenses 1,592,122 Depreciation and amortization 6,271,563 Total operating expenses 48,617,510 Operating income 24,718,408 Nonoperating revenues(expenses) Investment income(loss) 4,391,910 Interest expense (24,612,767) Capital expenses (2,498) Total nonoperating revenues (expenses) (20,223,355) Income before transfers 4,495,053 Transfers Contributions from Commission governmental funds 7,246,775 Transfers in from Enterprise funds 43 Transfers out to Commission governmental funds (54,381,764) Total transfers (47,134,946) Change in net position (42,639,893) Net position (deficit) at beginning of year (290,512,183) Net position (deficit) at end of year $ (333,152,076) See notes to financial statements -14- 292 RCTC 91 Express Lanes Fund (Enterprise Fund of the Riverside County Transportation Commission) Statement of Cash Flows For the Year Ended June 30, 2023 Cash flows from operating activities Receipts from customers and users $ 69,746,783 Payments to vendors (34,870,474) Payments to employees (1,077,086) Payments for RCTC interfund services used (1,099,448) Net cash provided by operating activities 32,699,775 Cash flows from noncapital financing activities Transfers of surplus funds to governmental activities Net cash used for noncapital financing activities Cash flows from capital and related financing activities Interest paid on long-term debt Acquisition of capital assets Net cash used for capital and related financing activities Cash flows from investing activities Interest Net cash provided by investing activities (30,669,088) (30,669,088) (22,201,017) (2,739,025) (24,940,042) 3,075,499 3,075,499 Net increase in cash and cash equivalents (19,833,856) Cash and cash equivalents at beginning of year 190,032,778 Cash and cash equivalents at end of year $ 170,198,922 Reconciliation ot cash and cash equivalents to statement ot net position Cash and investments $ 74,321,586 Add: fair value adjustment 1,550,608 Restricted cash and investments Total cash and cash equivalents See notes to financial statements 75,872,194 94,326,728 $ 170,198,922 293 -15- RCTC 91 Express Lanes Fund (Enterprise Fund of the Riverside County Transportation Commission) Statement of Cash Flows, Continued For the Year Ended June 30, 2023 Reconciliation of operating income to net cash provided by (used for) operating activities Operating income $ 24,718,408 Adjustments to reconcile operating income to net cash provided by (used for) operating activities Depreciation and amortization expense 6,271,563 Change in assets and liabilities (Increase) Decrease in violations receivables 10,198 (Increase) Decrease in other receivables, net (75,839) (Increase) Decrease in due from other Commission funds 2,547,235 (Increase) Decrease in prepaid assets 20,096 Increase(Decrease) in pension and post -employment benefit assets, net of deferred items 472,182 Increase (Decrease) in accounts payable (1,387,424) Increase (Decrease) in due to other Commission funds 95,042 Increase (Decrease) in compensated absences liability 28,314 Total adjustments 7,981,367 Net cash provided by operating activities $ 32,699,775 Noncash capital, financing and investing activities Amortization of bond premium $ 2,537,375 Amortization of loss on bond refunding (547,581) Accreted and compounded interest 4,394,620 Net increase in the fair value of investments 169,727 Contributions from governmental activities 7,246,775 See notes to financial statements -16- 294 RCTC 91 Express Lanes Fund Notes to Financial Statements June 30, 2023 Note 1. Reporting Entity After more than a decade of work, which includes approximately three years of construction, the Riverside County Transportation Commission (Commission) achieved substantial completion on the SR - 91 Corridor Improvement (91 Project) on March 20, 2017, including express lane and general-purpose lane improvements. In achieving substantial completion, the RCTC 91 Express Lanes opened to traffic and tolling commenced. The RCTC 91 Express Lanes cover an eight -mile stretch on SR -91 between 1-15 and the Orange/Riverside County line and a tolled direct connector. The RCTC 91 Express Lanes Fund (Fund) is reported as a major enterprise fund in the Commission's basic financial statements. The accompanying financial statements present the net position, changes in net position, and cash flows of the Fund only. They do not purport to, and do not, present the overall financial position of the Commission or its changes in net position as of June 30, 2023. Note 2. Summary of Significant Accounting Policies The accounting policies of the Fund are in conformity with generally accepted accounting principles applicable to governmental units. The Governmental Accounting Standards Board (GASB) is the accepted standard -setting body for establishing accounting and financial reporting principles. Basis of Accounting: The financial statements of the Fund are reported using the economic resources measurement focus and the accrual basis of accounting. Revenues consisting substantially of tolls and fees, are recorded when earned, and expenses are recorded when a liability is incurred, regardless of the timing of related cash flows. Toll revenue is recognized when the customers utilize the toll road facility and payment is collected. Enterprise funds distinguish operating revenues and expenses from nonoperating items. Operating revenues and expenses generally result from providing services in connection with an enterprise fund's principal and ongoing operations.The principal operating revenues of the Fund are charges to customers for use of the toll facility. Operating expenses for the Fund include the cost of services, administrative expenses, and depreciation and amortization on capital and intangible assets. All revenues and expenses not meeting this definition are reported as nonoperating revenues and expenses. Violations: Violations consist of uncollected violation tolls and penalties. Unpaid violations of $65,411,641 as of June 30, 2023 are not recognized as revenue until payment is received. If violations and penalties remain owed for more than 90 days, they are turned over to the collection agency. Unpaid violations remain recorded for a period of four years in accordance with the statute of limitations, at which time, they will be deemed uncollectible. Cash and investments: The Commission maintains cash and investments in accordance with the Investment Policy adopted by the Board of Commissioners in December 2022. The Investment Policy complies with the California Government Code (Code). Investments of bond proceeds as permitted by the applicable debt documents are maintained with U.S. Bank as trustee. Separate investment accounts are maintained for the proceeds of bond issues, with the earnings for each bond issue accounted for separately. The Fund participates in the Riverside County Pooled Investment Fund (RCPIF). Cash from other Commission revenue sources is commingled for investment purposes in the RCPIF, with investment earnings allocated to the different accounts based on average daily account balances. The Commission holds investments that are measured at fair value on a recurring basis. Investments in U.S. Treasury obligations, U.S. agency securities, corporate notes, mortgage and asset -backed securities, and municipal bonds are carried at fair value based on quoted market prices, except for money market investments, which are carried at amortized cost which approximates fair value. The RCPIF is carried at fair value based on the value of each participating dollar as provided by RCPIF. -17- 295 RCTC 91 Express Lanes Fund Notes to Financial Statements June 30, 2023 Note 2. Summary of Significant Accounting Policies, Continued Cash and cash equivalents: For the purpose of the statement of cash flows, the Commission considers all short-term investments with an initial maturity of three months or less to be cash equivalents. All deposits, commercial paper notes, money market funds, negotiable certificates of deposit, and the Fund's share of the RCPIF represent cash and cash equivalents for cash flow purposes. Restricted cash and investments: Investments set aside in the Senior Lien Obligations Reserve Fund, Senior Lien Capitalized Interest Fund, Senior Lien Principal Fund, Senior Lien Interest Fund, Second Lien Obligation Reserve Fund, Repair and Rehabilitation Fund, and Toll Revenue Fund are pursuant to the terms of the 2013 Indenture, as amended by the fourth Supplemental Indenture and its use is limited by applicable debt terms and conditions. Permitted investments per the debt indentures include government obligations, State of California and local agency obligations, banker's acceptances, commercial paper notes, negotiable certificates of deposit, repurchase agreements, money market funds, other mutual funds, investment agreements, RCPIF, and variable and floating rate securities. Receivables: Accounts receivables include amounts due from other California toll road agencies related to their customers' use of the RCTC 91 Express Lanes, as well as amounts owed from the Orange County Transportation Authority (OCTA) in accordance with a cooperative agreement. Capital assets: Capital assets include land and land improvements; construction easements; construction in progress; toll infrastructure; buildings; equipment, furniture, and fixtures; leased assets, toll facility franchise; and transponders. Capital assets are defined by the Fund as assets with an initial, individual cost of more than $100,000 and a useful life in excess of three years. It is also the Fund's policy to capitalize transponder purchases, as they are considered a significant class of assets even though individually under $100,000. Such assets are recorded at historical cost. The costs of normal maintenance and repairs that do not add value to the asset or materially extend asset lives are not capitalized. Capital assets are depreciated using the straight-line method over the following estimated useful lives: Asset Type Useful Life Buildings 10 years Equipment, furniture and fixtures 3 to 5 years Temporary construction easements 1 to 3 years Toll facility franchise 50 years Toll infrastructure 5 to 10 years Transponders 5 years In May 2012 the Commission entered into a toll facility agreement with California's Department of Transportation (Caltrans) and obtained authority to toll the SR -91 from the Orange County/Riverside County line to 1-15 for 50 years commencing as of the first day on which the RCTC 91 Express Lanes open for public use and toll operations. The RCTC 91 Express Lanes opened on March 20, 2017. Right to use lease assets: The right to use assets are initially measured at an amount equal to the initial measurement of the related lease liability plus any lease payments made prior to the lease term, less lease incentives, and plus ancillary charges necessary to place the lease asset into place. The right to use assets are amortized on a straight-line basis over the life of the related lease. -18- 296 RCTC 91 Express Lanes Fund Notes to Financial Statements June 30, 2023 Note 2. Summary of Significant Accounting Policies, Continued Deferred outflows of resources: In addition to assets, the statement of net position reports a separate section for deferred outflows of resources. This separate financial statement element represents a consumption of net position that applies to a future period and so will not be recognized as an outflow of resources (expense) until then. As of June 30, 2023, the Fund has deferred outflows of resources related to pension, other post -employment benefits (OPEB), and loss on refunding bonds. Due to other Commission funds: During the course of operations, transactions occur between Commission governmental funds involving goods provided and services rendered. Compensated absences: Vacation hours accumulated and not taken at year-end is reported as a long- term liability, net of current portion, in the Fund. Sick leave is recorded as an expense when taken by the employee. Employees with continuous five years of service have the option of being paid for sick leave accumulated in excess of 240 hours at a rate of 50% (i.e., one hour's pay for every two hours in excess of 240). Any sick leave in excess of 240 hours is accrued at fiscal year-end, and a liability is reported in the Fund. Pensions: For purposes of measuring the net pension liabilities and deferred outflows/inflows of resources related to pensions and pension expense, information about the fiduciary net position of the Commission's California Public Employees' Retirement System (CaIPERS) plans (Plans) and additions to/deduction from Plans' fiduciary net position have been determined on the same basis as they are reported by CaIPERS. For this purpose, benefit payments (including refunds of employee contributions) are recognized when due and payable in accordance with benefit terms. Investments are reported at fair value. Post -employment benefits other than pensions: For purposes of measuring the net OPEB asset, deferred outflows/inflows of resources related to the OPEB asset and OPEB expense, information about the fiduciary net position of the Commission's OPEB plan, and additions to/deductions from the OPEB fiduciary net position have been determined on the same basis as they are reported by California Employers' Retiree Benefit Trust administered by CaIPERS. For this purpose, benefit payments are recognized when due and payable in accordance with benefit terms. Investments are reported at fair value, except for money markets and participating interest -earning investment contracts that have a maturity at the time of purchase of one year or less, which is reported at cost. Lease Payable: During the year ended June 30, 2023, the Fund recognized lease liabilities of $291,176. The liability is the right to use leased building. Deferred inflows of resources: In addition to liabilities, the statement of net position reports a separate section for deferred inflows of resources. This separate financial statement element represents an acquisition of net position that applies to a future period and will not be recognized as an inflow of resources, or revenue, until then. The Fund has deferred inflows of resources related to pension and other post -employment benefits. Risk management: The Fund purchases commercial property insurance including business interruption, earthquake, and flood coverage related to the toll facility. -19- 297 RCTC 91 Express Lanes Fund Notes to Financial Statements June 30, 2023 Note 2. Summary of Significant Accounting Policies, Continued Net position: Net position represents the difference between assets plus deferred outflow of resources and liabilities plus deferred inflow of resources and is classified into two categories: • Net investment (deficit) in capital assets consists of capital and intangible assets, net of accumulated depreciation, reduced by the outstanding balances of any borrowings used for the acquisition, construction, or improvement of those assets and excludes unspent debt proceeds. • Restricted net position represents restricted assets less liabilities related to those assets. Restricted assets are recorded when there are limitations imposed by creditors (such as through debt covenants). The statement of net position includes restricted net position for the portion of net toll revenues restricted by the 2013 Master Indenture, as amended by the fourth Supplemental Indenture for toll operations. The deficit in net investment in capital assets will be reduced by future toll revenues for the payment of outstanding toll obligations. Use of estimates: The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumption that affect certain reported amounts and disclosures during the reporting period. As such, actual results could differ from those estimates. Note 3. Cash and Investments Cash and investments are comprised of the following at June 30, 2023: Cash in bank Investments With RCPIF With Trustee Total investments Total cash and investments Total cash and investments are reported in the financial statements as: Unrestricted cash and investments Restricted cash and investments Total cash and investments $ 158,301 74,163,285 94,326,728 168,490,013 $ 168,648,314 $ 74,321,586 94,326,728 $ 168,648,314 Fair Value Hierarchy: The Commission categorizes its fair value measurements within the fair value hierarchy established by generally accepted accounting principles. The hierarchy is based on the valuation inputs used to measure fair value of the assets. Level 1 inputs are quoted prices in an active market for identical assets; Level 2 inputs are based on similar observable assets either directly or indirectly, which may include inputs in markets that are not considered to be active; and Level 3 inputs are significant unobservable inputs (the Commission does not value any of its investments using Level 3 inputs). -20- 298 RCTC 91 Express Lanes Fund Notes to Financial Statements June 30, 2023 Note 3. Cash and Investments, Continued The following is a summary of the fair value hierarchy of the fair value of investments of the Fund as of June 30, 2023: Fair Value Measurements Using Investments by fair value level: June 30, 2023 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Investments subject to fair value hierarchy: Mortgage and asset -backed securities U.S.Treasury obligations Money market mutual funds U.S. agency securities Corporate notes Commercial paper Municipal bonds Total investments measured at fair value Investments not subject to fair value hierarchy: RCPIF Total investments $ 24,946,257 $ 10,398,542 36,924,631 8,021,198 10,396,376 699,013 2,940,711 10,398,542 36,924,631 $ 24,946,257 8,021,198 10,396,376 699,013 2,940,711 94,326,728 $ 47,323,173 $ 47,003,555 74,163,285 $ 168,490,013 Investments classified in Level 1 of the value hierarchy, valued at $ 47,323,173 are valued using quoted prices in active markets. Mortgage and asset -backed securities totaling $24,946,257, U.S. agency securities totaling $8,021,198, corporate notes totaling $10,396,376, commercial paper totaling $699,013, and municipal bonds totaling $2,940,711, classified in Level 2 of the fair value hierarchy, are valued using matrix pricing techniques maintained by various pricing vendors. Matrix pricing is used to value securities based on the securities' relationship to benchmark quoted prices. Fair value is defined as the quoted market value on the last trading day of the period. These prices are obtained from various pricing sources by the custodian bank. As of June 30, 2023, the Fund has the following investments: Investments Interest Rate Fair Value Principal Range Maturity Range Weighted Average Maturity (Years) RCPIF Held by Trustee Commercial paper Corporate notes Money market mutual funds Mortgage and asset -backed securities Municipal bonds U.S. agency securities U.S.Treasury obligations Total Investments The weighted average maturity investment's fair value. $ 74,163,285 $ 75,713,893 0.210%-6.00% 699,013 693,070 5.483 10,396,376 10,530,157 0.350%- 5.896% 36,924,631 36,924,631 4.556% - 4.706% 24,946,257 25,933,742 0.983% - 5.223% 2,940,711 2,957,019 0.654%- 4.585% 8,021,198 8,130,448 0.657% - 5.757% 10,398,542 10,639,644 0.127% - 2.343% $ 168,490,013 $ 171,522,604 Unrestricted investment portfolio weighted average 12.372 is calculated using the investment's effective duration weighted by the 6/30/23-6/30/28 7/10/23 10/26/23 -10/15/27 N/A 7/25/23 -9/16/55 7/1/23-11/1/30 4/8/24-11/16/28 10/15/23-8/15/30 1.300 0.027 1.571 20 days or 0.055 6.232 2.116 1.451 1.191 299 -21- RCTC 91 Express Lanes Fund Notes to Financial Statements June 30, 2023 Note 3. Cash and Investments, Continued As of June 30, 2023, mortgage and asset -backed securities totaled $24,946,257. The underlying assets are consumer receivables that include credit cards, auto/equipment, and home loans. The securities have a fixed interest rate and are rated Aaa/AAA by least -two of the three nationally recognized statistical rating organizations. Deposits and withdrawals in the RCPIF are made on the basis of $1.00 (cost basis) and not fair value. Accordingly, the Fund's investment at June 30, 2023 is uncategorized, not defined as Level 1, Level 2, or Level 3 input. Interest rate risk: While the Commission does not have a formal policy related to the interest rate risk of investments, the Commission's investment policy follows the Code as it relates to limits on investment maturities as a means of managing exposure to fair value losses arising from increasing interest rates. In accordance with the Commission's investment policy, restricted investments are invested in accordance with the maturity provisions of the specific bond indenture, which may extend beyond five years. Custodial credit risk: Custodial credit risk for deposits is the risk that, in the event of the failure of a depository financial institution, a government will not be able to recover its deposits or will not be able to recover collateral securities that are in the possession of an outside party. The custodial credit risk for investments is the risk that, in the event of the failure of the counterparty (e.g., broker -dealer) to a transaction, a government will not be able to recover the value of its investment or collateral securities that are in the possession of another party. The Commission's investment policy requires that a third - party bank trust department hold all securities owned by the Commission. All trades are settled on a delivery versus payment basis through the Commission's safekeeping agent. The Fund's cash deposits are included in the overall Commission's deposits. Bank balances over $5,000,000 are swept daily into a money market account. Of the bank balance, up to $250,000 is federally insured under the Federal Depository Insurance Corporation with balances in excess of $250,000 collateralized in accordance with the Code; however, the collateralized securities are not held in the name of the Commission. Credit risk: The Commission's investment policy as well as the specific bond indentures set minimum acceptable credit ratings for investments from any of the three nationally recognized statistical rating organizations. The following table is a summary of the credit quality distribution and concentration of credit risk by investment type as a percentage of each category's fair value at June 30, 2023; securities denoted as NR are not rated by one of the nationally recognized statistical rating organizations. -22- 300 RCTC 91 Express Lanes Fund Notes to Financial Statements June 30, 2023 Investments Moody's S&P % of Portfolio RCPIF Aaa-bf NR 44.02% Commercial paper Various P-2 A-2 0.41% Corporate A1 A 0.68% Notes A1 A- 0.99% Notes Al BBB+ 0.36% Notes A2 A 0.60% Notes A2 A- 0.41% Notes A2 BBB+ 0.06% Notes A3 A 0.27% Notes A3 A- 0.35% Notes AAA AAA 0.23% Notes AAA NR 0.47% Notes NR A-1+ 0.11% Notes NR AAA 1.64% Money market mutual funds Funds AAA MA 21.92% Mortgage and asset backed securities Securities AA+ N/A 0.06% Securities AAA NR 0.19% Securities AAA AAA 0.15% Securities AAA NR 0.38% Securities NR AA+ 13.59% Securities NR AAA 0.43% Municipal bonds County of San Diego Regional Airport Authority A2 NR 0.20% Florida Housing Finance Corporation AAA NR 0.30% Forsyth County, Georgia School District AAA MA 0.28% Port Authority of New York and New Jersey AA3 AA- 0.25% State of Connecticut AA3 AA- 0.18% University of Washington AAA AA+ 0.18% Wisconsin Housing Economic Development Authority VMIG1 A-1 0.36% U.S. agency securities Notes AAA AA+ 4.60% Notes AAA NR 0.16% U.S. Treasu ries Treasury NR NR 6.17% Total 100.00% -23- 301 RCTC 91 Express Lanes Fund Notes to Financial Statements June 30, 2023 Note 3. Cash and Investments, Continued Concentration of credit risk: The Commission's investment policy places a limit of 10% on the amount of investment holdings with any one non-U.S. Government or non-federal agency issuer. As of June 30, 2023, the Commission did not have investments in any one issuer that represents more than 5% of the Commission's total investments. Note 4. Capital Assets Capital assets activity for the Fund for the year ended June 30, 2023 is as follows: Balance June 30, 2022 Balance Additions Deletions June 30, 2023 Capital assets not being depreciated: Land and land improvements Construction easements Construction in progress Total capital assets not being depreciated Capital assets being depreciated and amortized: Toll infrastructure Transponders Buildings Equipment, furniture, and fixtures Toll facility franchise Total capital assets being depreciated and amortized: Less accumulated depreciation and amortization for: Toll infrastructure Transponders Buildings Equipment, furniture, and fixtures Toll facility franchise Total accumulated depreciation Total capital assets being depreciated and amortized, net Right to use leased assets: Buildings Accumulated amortization Total right to use lease assets Capital assets, net $ 11,431,881 206,307 4,614,768 16,252,956 31,993,331 453,818 1,163,847 69,855 250,692,492 284,373,343 (27,556,943) (443,930) (649,083) (53,624) (25,957,389) (54,660,969) 229,712,374 $ 7,246,775 1,614,352 8,861.127 1,124,674 3,966 1,128,640 (1,045,278) (9,888) (136,754) (8,619) (5,022,013) (6,222,552) (5,093,912) $ - $ 18,678,656 206,307 6,229,120 25,114,083 33,118,005 453,818 1,163,847 73,821 250,692,492 285,501,983 (28,601,221) (453,818) (785,837) (62,243) (30,979,402) (60,883,521) 224,618,462 379,834 (49,011) (49,011) - (98,022) 379,834 330,823 $ 246,296,153 (49,011) - 281,812 $ 3,718,204 $ - $ 250,014,357 On May 14, 2012, the Commission entered into a toll facilities agreement with Caltrans providing the Commission with authorization to toll the SR -91 from Orange/Riverside County line to 1-15 for 50 years commencing as of the first day on which the RCTC 91 Express Lanes open for public use and toll operations. The agreement also set forth the Commission's rights to Caltrans' right of way and Caltrans' oversight role in the operations and maintenance of the RCTC 91 Express Lanes. The Fund has recorded one right to use leased asset. The asset is a right to use leased building. The related lease liability is discussed in the long-term obligations section. The right to use lease assets are amortized on a straight-line basis over the terms of the related lease. -24- 302 RCTC 91 Express Lanes Fund Notes to Financial Statements June 30, 2023 Note 5. Interfund Transactions Due from/to other Commission funds: The composition of balances related to due from other funds and due to other funds of the Commission at June 30, 2023 is as follows: Payable Fund Receivable Fund Amount Explanation RCTC 91 Express Lanes Enterprise fund RCTC 91 Express Lanes Enterprise fund RCTC 91 Express Lanes Enterprise fund RCTC 91 Express Lanes Enterprise fund Total due from (to) other Commission funds, net Commission's General fund Commission's General fund Commission's General fund Commission's General fund $ (459,400) Administrative cost allocation (63,342) Fringe benefits allocation 91 Corridor Operations project costs allocations (23,292,170) 15/91 Express Lanes Connector project costs allocations (432,608) $ (24,247,520) Transfers to/from other Commission funds: During 2023, transfers to/from other Commission funds were as follows: Transfer Out Transfer In Amount Explanation RCTC 91 Express Lanes Enterprise fund RCTC 91 Express Lanes Enterprise fund Commission's Special Revenue fund 15 Express Lanes Enterprise fund Total transfers out to other Commission funds Commission's Special Revenue fund Commission's Special Revenue fund RCTC 91 Express Lanes Enterprise fund RCTC 91 Express Lanes Enterprise fund $ (53,949,156) (432,608) 7,246,775 Transfer of surplus funds to fund the 15/91 Express Lane project Transfer of surplus funds to fund the 91 Corridor Operations project costs allocations Transfer of capital 43 Transfer of interest $ (47,134,946) 303 -25- RCTC 91 Express Lanes Fund Notes to Financial Statements June 30, 2023 Note 6. Long -Term Obligations The following is a summary of changes in long-term obligations for the year ended June 30, 2022: Balance Additions / June 30, 2022 Accretion Reductions Balance June 30, 2023 Due Within One Year ■ Toll revenue bonds: 2013 Bonds 2021 Bonds Toll revenue premium Total bonds payable, net Lease liability Compensated absences liability Total long-term obligations $ 63,606,952 $ 4,394,620 $ 615,059,000 54,368,512 733,034,464 4,394,620 335,578 - 85,378 191,361 $ 733,455,420 $ 4,585,981 $ (2,537,375) (2,537,375) (44,402) (163,047) (2,744,824) $ 68,001,572 615,059,000 51,831,137 734,891,709 291,176 113,692 $ 735,296,577 2,537,375 2,537,375 45,947 69,199 $ 2,652,521 In July 2010, the Commission authorized the issuance and sale of not to exceed $900 million of toll revenue bonds related to the 91 Project. In March 2020, the Commission authorized the issuance and sale of not to exceed $725 million of toll revenue refunding bonds related to the RCTC 91 Express Lanes. In October 2021, the Commission authorized the issuance of toll revenue refunding bonds (2021 Toll Refunding Bonds) consisting of $88,735,000 senior lien federally taxable bonds, $450,629,000 senior lien tax-exempt bonds, and $75,695,000 second lien tax-exempt bonds. The proceeds of the 2021 Toll Refunding Bonds were used to refund a portion of the RCTC 91 Express Lanes 2013 Toll Revenue capital interest bonds (CIBs), pay the purchase price of the 2013 Toll Revenue CIBs accepted for tender for cash, refund and prepay the TIFIA loan, fund capitalized interest, make deposits to required reserves, and pay costs of issuance. Certain senior lien tax-exempt bonds issued were exchanged for certain 2013 Toll Revenue CIBs accepted for exchange. Additionally, the Commission deposited available funds with an escrow agent to defease approximately $28,919,000 in accreted value of the 2013 Toll Revenue capital appreciation bonds (CABs) maturing in the years 2022 through 2025 and 2027 through 2029. The amount outstanding on the 2013 Toll Revenue CABs at June 30, 2023 was $20,347,880. Cost of issuance of $3.8 million was expended in connection with the issuance of the 2021 Toll Refunding Bonds. Loss on refunding of $6.7 million was recognized in connection with the issuance of the 2021 Toll Refunding Bonds. A portion of the proceeds from the sale of the 2021 Toll Refunding Bonds and the available funds deposited with an escrow agent in separate irrevocable trusts will be used to service the future debt requirements of the refunded 2013 Toll Revenue CIBs and 2013 Toll Revenue CABs. -26- 304 RCTC 91 Express Lanes Fund Notes to Financial Statements June 30, 2023 Note 6. Long Term Obligations, Continued 2013 Toll Revenue Bonds, Series B (Capital Appreciation Obligation): Outstanding In July 2013, the Commission issued $52,829,602 principal amount of serial CABs to fund a portion of the 91 Project, pay capitalized interest during construction, fund a debt service reserve fund, fund an initial amount for an operations and maintenance fund, and pay costs of issuance. In October 2021, the Commission refunded a portion of the 2013 Series B Senior Bonds. The CABs will not pay current interest as interest will be compounded commencing December 2021 semiannually and paid at maturity. Therefore, the CABs will increase in value, or accrete, by the accumulation of such compounded interest from its initial principal amount to the maturity value in installments ranging from $4,580,000 to $34,220,000 on various dates from June 1, 2025 through June 1, 2043. Interest rates and yield to maturity range from 3.00% to 4.00%. During 2023, the accretion amount was $4,394,621; the aggregate accretion through June 30, 2023 is $7,018,372. $ 68,001,572 In accordance with the bond maturity schedule, the approximate annual debt service requirements to maturity for the 2013 Toll Revenue Bonds CABs payablethroughouttheterm of the bonds are as follows: Year Ending June 30 Principal Accreted Interest Total 2024 2025 2026 2027 2028 2029-2033 2034-2038 2039-2043 3,696,600 3,681,000 3,312,500 4,179,600 21,580,500 3,451,400 21,081,600 $ 60,983,200 $ 4,699,700 5,025,700 5,095,100 5,145,400 5,203,100 24,823,300 20,572,400 22,538,700 93,103,400 $ 4,699,700 8,722,300 8,776,100 8,457,900 9,382,700 46,403,800 24,023,800 43,620,300 $ 154,086,600 2021 Toll Revenue Refunding Bonds, Series A: Outstanding In October 2021, the Commission issued $88,735,000 principal amount to (i) refund a portion of the Commission's outstanding Toll Revenue Senior Lien Bonds, 2013 Series A (current interest obligations), (ii) fund capitalized interest with respect to the 2021 Series A Senior Bonds, (iii) make a deposit to the 2013 Bonds Reserve Account (which secured the 2021 Series A Senior Bonds and the 2013 Series B Senior Bonds), and (iv) pay certain costs of issuance of the 2021 Series A Senior Bonds. The outstanding 2021 Toll Revenue Refunding Bonds, Series A mature in annual installments ranging from $2,305,000 to $27,750,000 on various dates from June 1, 2030 to June 1, 2041 at interest rates from 2.477% to 3.335%. $88,735,000 305 -27- RCTC 91 Express Lanes Fund Notes to Financial Statements June 30, 2023 Note 6. Long Term Obligations, Continued Year Ending June 30 Principal Interest Total 2024 2025 2026 2027 2028 2029-2033 2034-2038 2039-2041 $ 2,725,300 $ 2,725,300 2,725,300 2,725,300 2,725,300 2,725,300 2,725,300 2,725,300 2,725,300 2,725,300 12,415,000 13,071,200 25,486,200 61,715,000 6,795,900 68,510,900 14,605,000 1,461,500 16,066,500 n$ 88,735,000 $ 34,955,100 $ 123,690,100 2021 Toll Revenue Refunding Bonds, Series B-1: Outstanding In October 2021, the Commission issued $437,895,000 principal amount at a premium of $46,512,600 to (i) refund and prepay a portion of the Commission's outstanding Toll Revenue Subordinate Bonds, 2013 TIFIA Series by prepaying a corresponding portion of its obligations under the related TIFIA Loan Agreement, (ii) pay the purchase price of 2013 Series A Senior Bonds accepted for tender for cash, (iii) make a deposit to the 2021 Series B Senior Bonds Reserve Account, and (iv) pay certain costs of issuance of the 2021 Series B Senior Bonds. The outstanding 2021 Toll Revenue Refunding Bonds, Series B-1 mature in annual installments ranging from $5,010,000 to $65,105,000 on various dates from June 1, 2037 to June 1, 2049 at interest rates from 3.000 to 4.000%. $ 437,895,000 Year Ending June 30 Principal Interest Taal 2024 $ $ 16,065,800 $ 16,065,800 2025 16,065,800 16,065,800 2026 16,065,800 16,065,800 2027 16,065,900 16,065,900 2028 16,065,900 16,065,900 2029-2033 80,329,200 80,329,200 2034-2038 66,740,000 79,076,600 145,816,600 2039-2043 134,480,000 53,619,200 188,099,200 2044-2048 200,760,000 25,800,200 226,560,200 2049 35,915,000 1,077,700 36,992,700 $ 437,895,000 $ 320,232,100 $ 758,127,100 -28- 306 RCTC 91 Express Lanes Fund Notes to Financial Statements June 30, 2023 Note 6. Long Term Obligations, Continued 2021 Toll Revenue Refunding Bonds, Series B-2: Outstanding In October 2021, the Commission issued $12,734,000 principal amount together with the 2021 Series B-1 Senior Bonds, the 2021 Series B Senior Bonds exchanged for the 2013 Series A Senior Bonds accepted a tender for exchange. The outstanding 2021 Toll Revenue Refunding Bonds, Series B-2 mature in annual installments ranging from $1,894,000 to $5,420,000 on various dates from June 1, 2044 to June 1, 2048 at an interest rates of 3.000%. $ 1 2,734,000 Year Ending June 30 Principal Interest Total 2024 2025 2026 2027 2028 2029-2033 2034-2038 2039-2043 2044-2048 $ $ 382,000 $ 382,000 382,000 382,000 382,000 382,000 382,000 382,000 382,000 382,000 1,910,100 1,910,100 1,910,100 1,910,100 1,910,100 1,910,100 12,734,000 1,520,300 14,254,300 $ 12,734,000 $ 9,160,600 $ 21,894,600 2021 Toll Revenue Refunding Bonds, Series C: Outstanding In October 2021, the Commission issued $75,695,000 principal amount at a premium of $9,455,800, to (i) refund and prepay the remaining portion of the Commission's outstanding TIFIA Obligations and (ii) pay certain costs of issuance of the 2021 Series C Second Lien Bonds. The outstanding 2021 Toll Revenue Refunding Bonds, Series C mature in annual installments ranging from $17,585,000, to $58,110,000 on various dates from June 1, 2046 to June 1, 2047 at an interest rate of 4.000%. $ 75,695,000 Year Ending June 30 Principal Interest Total 2024 $ - $ 3,027,800 $ 3,027,800 2025 - 3,027,800 3,027,800 2026 - 3,027,800 3,027,800 2027 - 3,027,800 3,027,800 2028 - 3,027,800 3,027,800 2029-2033 - 15,139,000 15,139,000 2034-2038 - 15,139,000 15,139,000 2039-2043 - 15,139,000 15,139,000 2044-2047 75,695,000 9,786,800 85,481,800 $ 75,695,000 $ 70,342,800 $ 146,037,800 -29- 307 RCTC 91 Express Lanes Fund Notes to Financial Statements June 30, 2023 Note 6. Long Term Obligations, Continued Lease Liability: The Fund has entered into agreements to lease certain assets. The lease agreements qualify as other than short-term leases under GASB Statement No. 87 Leases, and therefore, have been recorded at the present value of the future minimum lease payments at the date of its inception. On November 11, 2019 the Fund entered into a 120 -month lease as a lessee for the use of 301 Corporate Terrace Circle, Corona Ca. An initial lease liability was recorded in the amount of $379,834. As of June 30, 2023, the value of the lease liability is $291,176. The Fund is required to make quarterly fixed payments of $12,172. The lease has an interest rate of 1.7670%. The value of the right to use asset as of June 30, 2023 was $379,834 with accumulated amortization of $98,022. The following table presents the principal and interest payments to maturity: Year Ending June 30 Principal Interest Total 2024 2025 2026 2027 2028 2029 Total $ 45,948 $ 4,844 $ 50,792 47,975 4,018 51,993 50,039 3,157 53,196 51,988 2,259 54,247 53,669 1,330 54,999 41,557 368 41,925 $ 291.176 $ 15,976 $ 307,152 Note 7. Commitments and Contingencies Cooperative agreements: The RCTC SR -91 Express lanes are jointly operated with the existing OCTA 91 Express Lanes and collectively referred to as the 91 Express Lanes. Under the Orange -Riverside Cooperative Agreement, which was entered into in December 2011, the Commission and OCTA agreed on the use of the same initial toll operator, cost and revenue sharing, business rules, interoperability of technology, and marketing activities as well as OCTA review of design plans and construction activities for the 91 Project. In May 2013 the Commission entered into a three -party agreement with OCTA and the third -party toll operator, for the operations of the 91 Express Lanes. This will ensure streamlined and consistent intercounty travel for motorists on the OCTA 91 Express Lanes in Orange County and RCTC 91 Express Lanes in Riverside County. The third -party operator provides operating services to the Commission in the annual amount of $6,08,538 plus inflation for five initial years with two extension options, subject to Board of Commissioners approval. The third -party operator is responsible for the day-to-day operations of the toll facility; another contractor is responsible for maintaining the roadside toll collection system under a separate agreement with the Commission. The agreement with the third -party operator expired March 6, 2022. In November 2019, the Commission awarded an agreement to the third -party operator to develop and install a new back -office system and to provide express lane operator services, including the back office and customer services center. The agreement is a three -party contract including OCTA. The contract has a five-year term beginning upon completion and implementation of the new back -office system, plus two 3 -year options, to operate both the OCTA and RCTC 91 Express Lanes. The operating term began on March 7, 2022 with the conversion to the new back -office system. -30- 308 RCTC 91 Express Lanes Fund Notes to Financial Statements June 30, 2023 Note 7. Commitments and Contingencies, Continued Purchase commitments: The Fund has entered into other agreements in the ordinary course of business with companies and other governmental agencies related to operations and maintenance. These agreements, which are significant, are funded with available and future revenues. The Commission is party to an ongoing litigation which if settled, would be material to the Fund. Due to the nature of the litigation outlays, if any, would be recorded as a capital asset in the fiscal year paid. Note 8. Pensions and Other Post -Employment Benefits Other Than Pensions The Fund participates in the Commission's cost -sharing multiple employer defined benefit pension plan administered by the California Public Employees' Retirement System and the Commission's OPEB. Employees of the Fund are employees of the Commission as a whole. The required note disclosures regarding pension plans and OPEB are included in the Commission's financial statements. Please see those financial statements for information about the pension plans and OPEB as a whole. The net pension liabilities of $143,988 and net OPEB asset of $54,302, reported by the Fund, represent the Fund's proportional share of the Commission's net pension liabilities of $1,868,313 and net OPEB asset of $704,600. The Fund's net pension asset and net OPEB asset each represent 7% of the Commission's net pension liability and net OPEB asset, respectively. For the year ended June 30, 2023, the Fund's contributions recognized as part of pension and OPEB expenses were $514,834 and ($42,652), respectively. Note 9. Pronouncements Issued, Not Yet Effective The GASB pronouncements issued prior to June 30, 2023 that have an effective date that may impact future financial presentations include: • GASB Statement No. 99, Omnibus 2022 (The requirements related to financial guarantees and the classification and reporting derivative instruments within the scope of Statement 53 are effective for fiscal years beginning after June 15, 2023, and all reporting periods thereafter). • GASB Statement No. 100, Accounting Changes and Error Corrections, effective for fiscal years beginning after June 15, 2023; and • GASB Statement No. 101, Compensated Absences, effective for fiscal year beginning after December 15, 2023. -31- 309 RIVERSIDE COUNTY TRANSPORTATION COMMISSION Riverside County Transportation Commission (951) 787-7141 www.rctc.org 4080 Lemon Street, 3rd Floor P.O. Box 12008 • Riverside, CA 92502-2208 310 -1,ALSFUHDEil 3E IIRFri RIVERSIDE COUNTY TRANSPORTATION COMMISSION 312 15 Express Lanes Fund (Enterprise Fund of the Riverside County Transportation Commission) Financial Statements For the Year Ended June 30, 2023 CONTENTS Independent Auditor's Report Management's Discussion and Analysis Financial Statements 1 5 Statement of Net Position 13 Statement of Revenues, Expenses and Changes in Fund Net Position 14 Statement of Cash Flows 15 Notes to Financial Statements 17 313 RIVERSIDE COUNTY TRANSPORTATION COMMISSION 314 RIVERSIDE COUNTY TRANSPORTATION COMMISSION 316 EideBailly. CPAs & BUSINESS ADVISORS Independent Auditor's Report Board of Commissioners Riverside County Transportation Commission Riverside, California Report on the Audit of the Financial Statements Opinion We have audited the financial statements of the 15 Express Lanes Fund (the Fund), an enterprise fund of the Riverside County Transportation Commission (the Commission) as of and for the year ended June 30, 2023, and the related notes to the financial statements as listed in the table of contents. In our opinion, the accompanying financial statements referred to above present fairly, in all material respects, the financial position of the 15 Express Lanes Fund of the Commission, as of June 30, 2023, and the changes in financial position and cash flows thereof for the year then ended in accordance with accounting principles generally accepted in the United States of America. Basis for Opinion We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of Commission and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Emphasis of Matter As discussed in Note 1, the financial statements present only the 15 Express Lanes Fund and do not purport to, and do not, present fairly the financial position of the Commission as of June 30, 2023, the changes in its financial position, or, where applicable, its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America. Our opinion is not modified with respect to this matter. What inspires you, inspires us. eidebailly.com 10681 Foothill Blvd., Ste. 300 Rancho Cucamonga, CA'130-3831 T 909.466.4410 F 909.466.4431 EOE -1- Responsibilities of Management for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America; and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor's Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements. In performing an audit in accordance with GAAS, we: • Exercise professional judgment and maintain professional skepticism throughout the audit. • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Commission's internal control. Accordingly, no such opinion is expressed. • Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control —related matters that we identified during the audit. Required Supplementary Information Accounting principles generally accepted in the United States of America require that the management's discussion and analysis, as listed in the table of contents, be presented to supplement the basic financial statements. Such information is the responsibility of management and, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. We have applied certain limited procedures to the required supplementary information in accordance with GAAS, which consisted of inquiries of management -2- 318 about the methods of preparing the information and comparing the information for consistency with management's responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. Rancho Cucamonga, California October 31, 2023 -3- 319 RIVERSIDE COUNTY TRANSPORTATION COMMISSION -4- 320 EXPRESS LANES RIVERSIDE COUNTY TRANSPORTATION COMMISSION MANAGEMENT'S DISCUSSION & ANALYSIS RIVERSIDE COUNTY TRANSPORTATION COMMISSION 322 15 Express Lanes Fund Management's Discussion and Analysis For the Year Ended June 30, 2023 As management of the 15 Express Lanes Fund (the Fund), an enterprise fund of the Riverside County Transportation Commission, we offer readers of the Fund financial statements this narrative overview and analysis of the Fund's financial activities for the fiscal year ended June 30, 2023. We encourage readers to consider information on financial performance presented in conjunction with the financial statements that begin on page 11. Financial Highlights • At the end of fiscal year (FY) 2022/23, the total net position of the Fund was $262,717,804, consisting of net investment in capital assets of $204,516,847, restricted net position for other post -employment benefits of $87,940, and restricted net position of $58,113,017. The net position increased $13,075,727 due to operating revenues outpacing operating expenditures and transfers. • Net position of $262,717,804 during FY 2022/23 reflects the position after the second full year of toll operations. The 15 -mile stretch that includes two express lanes in each direction of the center median along the Interstate (I) 15 corridor between Cajalco Road in Corona and State Route (SR) 60 in Jurupa Valley achieved final acceptance in FY 2022/23. • In FY 2022/23, total operating revenues of $39,371,149 and include toll, violation penalty, account fee, and miscellaneous revenues. Total operating expenses of $24,274,329 include but not limited to: roadway and toll systems maintenance, customer service, back -office operations, other support costs, and depreciation and amortization. Overview of the Financial Statements This discussion and analysis is intended to serve as an introduction to the Fund's financial statements. The financial statements are comprised of the Fund financial statements and notes to the financial statements. The statement of net position presents information on all of the Fund's assets, liabilities, and deferred outflows/inflows of resources, with the difference reported as net position. Over time, increases or decreases in net position may serve as a useful indicator of whether the financial position of the Fund is improving or deteriorating. The statement of revenues, expenses and changes in fund net position presents information showing how the Fund's net position changed during the fiscal year. All changes in net position are reported as soon as the underlying event giving rise to the change occurs, regardless of the timing of related cash flows. Thus, revenues and expenses are reported for some items that will only result in cash flows in future fiscal periods. The statement of cash flows presents information on the cash flows related to operating, noncapital financing, capital and related financing, and investing activities. The Fund financial statements can be found on pages 11-16 of this report. Notes to the financial statements provide additional information that is essential to a full understanding of the data provided in the financial statements. The notes to the financial statements can be found on pages 17-27 of this report. 15 Express Lanes Financial Analysis As noted previously, net position may serve over time as a useful indicator of the Fund's financial position. At June 30, 2023, the Fund's net position was $262,717,804. Our analysis below focuses on net position and changes in net position of the Fund's financial activities. -5- 323 15 Express Lanes Fund Management's Discussion and Analysis For the Year Ended June 30, 2023 15 Express Lanes Fund Net Position 2023 2022 Current and other assets Restricted assets Capital assets, net Total assets Deterred outtlows of resources Total assets and deferred outflows of resources Current liabilities Long-term liabilities Total liabilities Deferred inflows of resources Total liabilities and deferred inflows of resources 7,935,644 79,347,151 356,731,106 444,013,901 11,458,973 46,950,436 368,116,699 426,526,108 443,606 477,196 444,457,507 427,003,304 4,908,401 176,126,926 5,044,271 171,412,545 181,035,327 176,456,816 704,376 904,411 181,739,703 177,361,227 Net position Net investment in capital assets 204,516,847 215,902,440 Restricted 58,200,957 33,739,637 Total net position $ 262,717,804 $ 249,642,077 FY 2022/23 represents the second full year of toll operations for the Fund. Total assets and deferred outflows of resources increased $17,454,203, or 4%, largely due to continued strong operating performance, increasing restricted assets which includes the facilities cash investments related to toll operations. Total liabilities and deferred inflows of resources increased $4,378,476, or 2%, primarily due to increases in toll supported long-term debt related to accreted and compounded interest. The Fund's net investment in capital assets was $204,516,847 in FY 2022/23. The Fund's net position reflects its investment in capital assets (i.e., land and land improvements; buildings; toll infrastructure; equipment, furniture and fixtures; and toll facility franchise), less any related outstanding debt used to acquire these assets. The Fund uses these capital assets, which include intangible assets, to provide improved mobility for the Fund customers and commuters along the 1-15 corridor. Restricted net position, representing resources subject to external restrictions on how they may be used, was $58,200,957 and represents 22% of the total net position at June 30, 2023. -6- 324 15 Express Lanes Fund Management's Discussion and Analysis For the Year Ended June 30, 2023 The analysis below focuses on the changes in net position. 15 Express Lanes Fund Changes in Net Position 2023 2022 Operating revenues Toll, penalties, and tees Total operating revenues Operating expenses Management and operational services Administrative overhead Other operating expenses Processional services General and administrative Depreciation and amortization Total operating expenses Operating income $ 39,371,149 $ 37,259,442 39,371,149 37,259,442 9,729,858 10,514,267 337,800 305,200 191,108 173,980 466,264 499,955 896,386 (19,871) 12,652,913 10,899,738 24,274,329 22,373,269 15,096,820 14,886,173 Nonoperating revenues(expenses) Investment income(loss) 1,594,076 (430,015) Interest expense (5,055,596) (4,859,834) Total nonoperating revenues (expenses) (3,461,520) (5,289,849) Income before contributions and transfers 11,635,300 9,596,324 Contributions trom Commission govern mental to nds 1,263,354 13,138,929 Transfers from Commission governmental funds 177,116 35,380 Transfers to enterprise funds (43) Transfers to Commission governmental funds - (4,325,708) Total contributions and transfers 1,440,427 8,848,601 Change in net position Total net position at beginning otyear Total net position at end of year $ 262,717,804 $ 249,642,077 13,075,727 18,444,925 249,642,077 231,197,152 -7- 325 15 Express Lanes Fund Management's Discussion and Analysis For the Year Ended June 30, 2023 The Fund's operating revenues increased $2,111,707, or 6%, due to increased traffic volumes in FY 2022/23. Total operating expenses increased $1,901,060, or 8% due to net pension benefits expenses compared to net pension benefits credit in FY2021/22. Additionally, depreciation and amortization increased due to depreciation on capital assets. Nonoperating incomes and expenses, net increase of $1,828,329, or 35%, is due to positive investment income, offset by toll supported long-term debt related to accreted and compounded interest. Net contributions and transfers from the Commission decreased by $7,408,174, or 84%, as a result of the prior year's contribution of capital and intangible assets, offset by the transfer of toll -supported long-term debt related to the 1-15 Express Lanes project. Total traffic volume on the 15 Express Lanes Fund during FY 2022/23 was approximately 25,577,400 transactions. Capital Assets As of June 30, 2023, the Fund had $356,731,106, net of accumulated depreciation and amortization, invested in a broad range of capital assets including: land and land improvements; buildings; toll infrastructure comprised of communication equipment and computer hardware and software; equipment, furniture, and fixtures; and toll facility franchise. 15 Express Lanes Fund Capital Assets, Net of Depreciation 2023 2022 Land and land improvements Toll infrastructure Toll facility franchise Buildings Equipment, furniture, and fixtures Total capital assets, net 611,755 $ 12,715,942 338,569,119 4,789,768 44,522 611,755 18,415,058 343,502,929 5,512,593 74,364 $ 356,731,106 $ 368,116,699 More detailed information about the Fund's capital assets is presented in note 5 to the financial statements. Debt Administration As of June 30, 2023, the Fund had $167,030,355 outstanding in a Transportation Innovation Finance and Infrastructure Act (TIFIA) loan and $9,000,000 outstanding from an advance from Commission Measure A revenues. 15 Express Lanes Fund Outstanding Debt 2023 2022 TIFIA loan Advance from Commission fund Total outstanding debt 167,030,355 $ 162,385,853 9,000,000 9,000,000 $ 176,030,355 $ 171,385,853 Additional information on long-term debt can be found in note 7 to the financial statements. -8- 326 15 Express Lanes Fund Management's Discussion and Analysis For the Year Ended June 30, 2023 Economic and Other Factors The Fund makes up $34,024,500 or 4% of Commission's FY 2023/24 revenue budget. In FY 2023/24, toll and non -toll revenues are forecasted to increase by less than 1% over the FY 2022/23 budget. This increase is due to higher than anticipated revenues received during FY 2022/23 largely as a result of tolls collected within the southern terminus of the Enterprise. The average projected long-term rate of growth for toll road revenues beyond FY 2023/24 is 2.3%. The majority of expenses related to the Fund within FY 2023/24 budget are on -going general costs related to day-to-day operations of the toll facility. As a fully electronic toll facility, motorists pay tolls through the convenient use of FasTrak® transponders that automatically deduct toll charges from a prepaid account. 1-15 Corridor Freight and Express Lanes Project: The Commission and San Bernardino County Transportation Agency (SBCTA) entered into a Cooperative Agreement (Agreement) on May 24, 2023, formalizing the coordination of the toll facilities between Riverside and San Bernadino counties; collectively referred to as the 1-15 Corridor Freight and Express Lanes project or 1-15 Next. Specifically, the Agreement requires the Commission to assign approximately 2.2 miles of its existing RCTC 15 Toll Lanes to SBCTA in exchange for annual toll revenue payments payable by SBCTA. The assignment is made by the Commission to SBCTA in preparation for planning and constructing a toll facility within the median of 1-15. Construction by SBCTA is anticipated to begin during calendar year 2024 with an estimated completion date of summer 2026. As of June 30, 2023, no impacts have been incurred by the existing RCTC 15 Express Lanes as a result of entering into this Agreement. However, SBCTA will reimburse RCTC 15 Express Lanes for any impacts during construction phase of the project. Furthermore, assignment of the RCTC 15 Express Lanes will not occur until sixty (60) days prior to project completion estimated to occur during calendar year 2026. Contacting 15 Express Lane's Management This financial report is designed to provide a general overview of the Fund's finances for all those with an interest in the government's finances and to demonstrate the Fund's accountability for the money it receives. Questions concerning any of the information provide in this report or requests for additional information should be addressed to the Chief Financial Officer, Finance Department at the Riverside County Transportation Commission, 4080 Lemon Street, 3rd Floor, P.O. Box 12008, Riverside, CA 92502- 2208. -9- 327 RIVERSIDE COUNTY TRANSPORTATION COMMISSION -10- 328 15 Express Lanes in Norco RIVERSIDE COUNTY TRANSPORTATION COMMISSION FINANCIAL STATEMENTS RIVERSIDE COUNTY TRANSPORTATION COMMISSION 330 15 Express Lanes Fund (Enterprise Fund of the Riverside County Transportation Commission) Statement of Net Position June 30, 2023 Assets Current assets: Cash and investments $ 3,998,481 Receivables Accounts 3,079,871 Interest 104,147 Lease 91,895 Prepaid expenses 142,971 Total current assets 7,417,365 Noncurrent assets: Restricted cash and investments 79,347,151 Lease receivable 490,456 Net other post -employment benefits assets 27,823 Capital assets, net Nondepreciable 611,755 Depreciable and amortizable 356,119,351 Total noncurrent assets 436,596,536 Total assets 444,013,901 Deferred outflows of resources Pension benetits Other post -employment benefits 362,612 80,994 Total assets and deferred outflows of resou rces 444,457,507 Liabilities Current liabilities: Accounts payable 2,366,145 Interest payable 1,697,411 Due to other Commission funds 110,655 Other liabilities 698,738 Compensated absences liability 35,452 Total current liabilities 4,908,401 Noncurrent liabilities: Net pension liabilities 73,776 Compensated absences liabilities 22,795 Advance from other Commission funds 9,000,000 Bonds payable - due in more than one year 167,030,355 Total noncurrent liabilities 176,126,926 Total liabilities 181,035,327 Deferred inflows of resources Pension benefits 119,875 Other post -employment benefits 20,877 Lease revenues 563,624 Total liabilities and deferred inflows of resources 181,739,703 Net position Net investment in capital assets 204,516,847 Restricted tor other post -employment benefits 87,940 Restricted for express lanes 58,113,017 Total net position $ 262,717,804 See notes to financial statements 331 -13- 15 Express Lanes Fund (Enterprise Fund of the Riverside County Transportation Commission) Statement of Revenues, Expenses and Change in Fund Net Position For the Year Ended June 30, 2023 Operating revenues Tolls, penalties, and fees $ 39,371,149 Operating expenses Management and operational services 9,729,858 Administrative overhead 337,800 Other operating expenses 191,108 Professional services 466,264 General and administrative expenses 896,386 Depreciation and amortization 12,652,913 Total operating expenses Operating income Nonoperating revenues(expenses) Investment income (loss) Interest expense 24,274,329 15,096,820 1,594,076 (5,055,596) Total nonoperating revenues(expenses) (3,461,520) Income before contributions and transfers 11,635,300 Contributions and transfers Contributions from Commission governmental activities 1,263,354 Transfers in from Commission governmental activities 177,116 Transfers out to other Enterprise fund (43) Total contributions and transfers 1,440,427 Change in net position 13,075,727 Net position at beginning otyear 249,642,077 Net position at end of year See notes to financial statements $ 262,717,804 -14- 332 15 Express Lanes Fund (Enterprise Fund of the Riverside County Transportation Commission) Statement of Cash Flows For the Year Ended June 30, 2023 Cash flows from operating activities Receipts from customers and users $ 35,225,381 Payments to vendors (3,994,037) Payments to employees (556,301) Payments for RCTC interfund services used (331,600) Reimbursements received for lease costs 50,040 Net cash provided by operating activities 30,393,483 Cash flows from noncapital financing activities Transfers from governmental activities for operations and maintenance Net cash used for non capital financing activities Cash flows from capital and related financing activities Payment for acquisition of capital assets Net cash used for capital and related financing activities Cash flows from investing activities Interest received Net cash used for investing activities 335,158 335,158 (3,966) (3,966) 1,385,014 1,385,014 Net increase in cash and cash equivalents 32,109,689 Cash and cash equivalents at beginning of year 51,315,666 Cash and cash equivalents at end of year Reconciliation otcash and cash equivalents to statement ot net position Cash and investments Add: fair value adjustment Restricted cash and investments Total cash and cash equivalents See notes to financial statements $ 83,425,355 3,998,481 79,723 4,078,204 79,347,151 $ 83,425,355 333 -15- 15 Express Lanes Fund (Enterprise Fund of the Riverside County Transportation Commission) Statement of Cash Flows, Continued For the Year Ended June 30, 2023 Reconciliation of operating income (loss) to net cash provided by (used for) operating activities Operating income Adjustments to reconcile operating income to net cash provided by (used for) operating activities Depreciation and amortization expense Change in assets and liabilities (Increase) Decrease in other receivables, net (Increase) Decrease in prepaid assets Increase (Decrease) in pension and post -employment benefit liabilities, net of deferred items Increase (Decrease) in lease receivable, net of deferred items Increase (Decrease) in accounts payable Increase (Decrease) in due to other Commission funds Increase (Decrease) in compensated absences liability Increase (Decrease) in other liabilities Total adjustments Net cash provided by operating activities $ 15,096,820 12,652,913 2,823,119 50,400 330,306 (9,216) (885,541) 9,221 6,758 318,703 15,296,663 $ 30,393,483 Noncash capital, financing and investing activities Accreted and compounded interest on TIFIA Loan $ 4,644,502 Compounded interest on advance from other Commission fund 400,253 Net increase (decrease) in the fair value of investments (79,723) Contributions of capital and intangible assets from Commission governmental activities 1,263,354 Transfers in of accrued investment income from Commission governmental activities 177,116 See notes to financial statements -16- 334 15 Express Lanes Fund Notes to Financial Statements June 30, 2023 Note 1. Reporting Entity After more than a decade of work, which includes approximatelythree years of construction,the Riverside County Transportation Commission (Commission) achieved substantial completion on the 1-15 Express Lanes Project on April 10, 2021. In achieving substantial completion, the 15 Express Lanes opened to traffic; tolling commenced on April 14, 2021. The 15 -mile stretch includes two lanes in each direction of the center median along the Interstate (I) 15 corridor between Cajalco Road in Corona and State Route (SR) 60 in Jurupa Valley. The 15 Express Lanes Fund (Fund) is reported as a major enterprise fund in the Commission's basic financial statements. The accompanying financial statements present the net position, changes in net position, and cash flows of the Fund only. They do not purport to, and do not, present the overall financial position of the Commission or its changes in net position as of June 30, 2023. Note 2. Summary of Significant Accounting Policies The accounting policies of the Fund are in conformity with generally accepted accounting principles applicable to governmental units. The Governmental Accounting Standards Board (GASB) is the accepted standard -setting body for establishing accounting and financial reporting principles. Basis of Accounting: The financial statements of the Fund are reported using the economic resources measurement focus and the accrual basis of accounting. Revenues consisting substantially of tolls and fees, are recorded when earned, and expenses are recorded when a liability is incurred, regardless of the timing of related cash flows. Toll revenue is recognized when the customers utilize the toll road facility and payment is collected. Enterprise funds distinguish operating revenues and expenses from nonoperating items. Operating revenues and expenses generally result from providing services in connection with an enterprise fund's principal and ongoing operations.The principal operating revenues of the Fund are charges to customers for use of the toll facility. Operating expenses for the Fund include the cost of services, administrative expenses, and depreciation and amortization on capital and intangible assets. All revenues and expenses not meeting this definition are reported as nonoperating revenues and expenses. Violations: Violations consist of uncollected violation tolls and penalties. Unpaid violations of $29,275,372 as of June 30, 2023 are not recognized as revenue until payment is received. If violations and penalties remain owed for more than 90 days, they are attached to the registration for the violation vehicle. Unpaid violations will remain recorded for a period of four years in accordance with the statute of limitations, at which time, they will be deemed uncollectible. Cash and investments: The Commission maintains cash and investments in accordance with the Investment Policy adopted by the Board of Commissioners in December 2022. The Investment Policy complies with the California Government Code (Code). Investments of bond proceeds as permitted by the applicable debt documents are maintained with U.S. Bank as trustee. Separate investment accounts are maintained for the proceeds of bond issues, with the earnings for each bond issue accounted for separately. The Fund participates in the Riverside County Pooled Investment Fund (RCPIF). Cash from other Commission revenue sources is commingled for investment purposes in the RCPIF, with investment earnings allocated to the different accounts based on average daily account balances. The Commission holds investments that are measured at fair value on a recurring basis. Investments in U.S. Treasury obligations, U.S. agency securities, and mortgage and asset -backed securities are carried at fair value based on quoted market prices, except for money market investments, which are carried at amortized cost which approximates fair value. The RCPIF is carried at fair value based on the value of each participating dollar as provided by RCPIF. -17- 335 15 Express Lanes Fund Notes to Financial Statements June 30, 2023 Note 2. Summary of Significant Accounting Policies, Continued Cash and cash equivalents: For the purpose of the statement of cash flows, the Commission considers all short-term investments with an initial maturity of three months or less to be cash equivalents. All deposits, commercial paper notes, money market funds, negotiable certificates of deposit, and the Fund's share of the RCPIF represent cash and cash equivalents for cash flow purposes. Restricted cash and investments: Investments set aside in the Senior Lien Obligations Reserve Fund, Second Lien Obligations Reserve Fund, Subordinate Lien Obligations Reserve Fund, and Residual Fund Scheduled Retained Balance Fund are pursuant to the terms of the 2017 Indenture and their use is limited by applicable debt terms and conditions. Permitted investments per the debt indentures include government obligations, State of California and local agency obligations, banker's acceptances, commercial paper notes, negotiable certificates of deposit, repurchase agreements, money market funds, other mutual funds, investment agreements, RCPIF, and variable and floating rate securities. Receivables: Accounts receivables include amounts due from other California toll road agencies related to their customers' use of the 15 Express Lanes. Capital assets: Capital assets include land and land improvements; toll infrastructure; buildings; equipment, furniture and fixtures; and toll facility franchise. Capital assets are defined by the Fund as assets with an initial, individual cost of more than $100,000 and a useful life in excess of three years. Such assets are recorded at historical cost. The costs of normal maintenance and repairs that do not add value to the asset or materially extend asset lives are not capitalized. Capital assets are depreciated using the straight-line method over the following estimated useful lives: Asset Type Useful Life Buildings 10 years Equipment, furniture and fixtures 3 to 5 years Toll facility franchise 50 years Toll infrastructure 5 to 10 years The Commission entered into a toll facility agreement with California's Department of Transportation (Caltrans) and obtained authority to toll the 1-15 corridor between Cajalco Road and SR -60 for 50 years commencing as of the first day on which the 15 Express Lanes open for public use and toll operations through April 2071. The 15 Express Lanes opened on April 10, 2021. Deferred outflows of resources: In addition to assets, the statement of net position reports a separate section for deferred outflows of resources. This separate financial statement element represents a consumption of net position that applies to a future period and so will not be recognized as an outflow of resources (expense) until then. As of June 30, 2023, the Fund has deferred outflows of resources related to pension and other post -employment benefits (OPEB). Due to other Commission funds: During the course of operations, transactions occur between Commission governmental funds involving goods provided and services rendered. -18- 336 15 Express Lanes Fund Notes to Financial Statements June 30, 2023 Note 2. Summary of Significant Accounting Policies, Continued Compensated absences: Vacation hours accumulated and not taken at year-end is reported as a long- term liability, net of current portion, in the Fund. Sick leave is recorded as an expense when taken by the employee. Employees with continuous five years of service have the option of being paid for sick leave accumulated in excess of 240 hours at a rate of 50% (i.e., one hour's pay for every two hours in excess of 240). Any sick leave in excess of 240 hours is accrued at fiscal year-end, and a liability is reported in the Fund. Pensions: For purposes of measuring the net pension liability and deferred outflows/inflows of resources related to pensions and pension expense, information about the fiduciary net position of the Commission's California Public Employees' Retirement System (CaIPERS) plans (Plans) and additions to/deduction from Plans' fiduciary net position have been determined on the same basis as they are reported by CaIPERS. For this purpose, benefit payments (including refunds of employee contributions) are recognized when due and payable in accordance with benefit terms. Investments are reported at fair value. Post -employment benefits other than pensions: For purposes of measuring the net OPEB asset, deferred outflows/inflows of resources related to the OPEB asset and OPEB expense, information about the fiduciary net position of the Commission's OPEB plan, and additions to/deductions from the OPEB fiduciary net position have been determined on the same basis as they are reported by California Employers' Retiree Benefit Trust administered by CaIPERS. For this purpose, benefit payments are recognized when due and payable in accordance with benefit terms. Investments are reported at fair value, except for money markets and participating interest -earning investment contracts that have a maturity at the time of purchase of one year or less, which is reported at cost. Deferred inflows of resources: In addition to liabilities, the statement of net position reports a separate section for deferred inflows of resources. This separate financial statement element represents an acquisition of net position that applies to a future period and will not be recognized as an inflow of resources, or revenue, until then. The Fund has deferred inflows of resources related to pension, OPEB, and leases. Risk management: The Fund purchases commercial property insurance including business interruption, earthquake, and flood coverage related to the toll facility. Net position: Net position represents the difference between assets plus deferred outflow of resources and liabilities plus deferred inflow of resources and is classified into two categories: • Net investment in capital assets consists of capital and intangible assets, net of accumulated depreciation, reduced by the outstanding balances of any borrowings used for the acquisition, construction, or improvement of those assets and excludes unspent debt proceeds. • Restricted net position represents restricted assets less liabilities related to those assets. Restricted assets are recorded when there are limitations imposed by creditors (such as through debt covenants). The statement of net position includes restricted net position for the portion of net toll revenues restricted by the 2017 Master Indenture for toll operations. -19- 337 15 Express Lanes Fund Notes to Financial Statements June 30, 2023 Note 2. Summary of Significant Accounting Policies, Continued Use of estimates: The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumption that affect certain reported amounts and disclosures during the reporting period. As such, actual results could differ from those estimates. Note 3. Cash and Investments Cash and investments are comprised of the following at June 30, 2023: Cash in bank Investments With RCPIF With Trustee Total investments Total cash and investments Total cash and investments are reported in the financial statements as: Unrestricted cash and investments Restricted cash and investments Total cash and investments $ 1,034,781 3,813,010 78,497,841 82,310,851 $ 83,345,632 $ 3,998,481 79,347,151 $ 83,345,632 Fair Value Hierarchy: The Commission categorizes its fair value measurements within the fair value hierarchy established by generally accepted accounting principles. The hierarchy is based on the valuation inputs used to measure fair value of the assets. Level 1 inputs are quoted prices in an active market for identical assets; Level 2 inputs are based on similar observable assets either directly or indirectly, which may include inputs in markets that are not considered to be active; and Level 3 inputs are significant unobservable inputs (the Commission does not value any of its investments using Level 3 inputs). r EXPRESS LANES County TO® Line TRANSPONDER REQUIRED -20- 338 15 Express Lanes Fund Notes to Financial Statements June 30, 2023 Note 3. Cash and Investments, Continued The following is a summary of the fair value hierarchy of the fair value of investments of the Fund as of June 30, 2023: Investments by fair value level: June 30, 2023 Fair Value Measurements Using Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Investments subject to fair value hierarchy: Mortgage and asset -backed securities U.S.Treasury obligations Money market mutual funds U.S. agency securities Total investments measured at fair value Investments not subject to fair value hierarchy: RCPIF Total investments $ 3,771,821 $ 8,416,501 63,080,795 3,228,724 8,416,501 63,080,795 $ 3,771,821 3,228,724 78,497,841 $ 71,497,296 $ 7,000,545 3,813,010 $ 82,310,851 Investments classified in Level 1 of the value hierarchy, valued at $71,497,296 are valued using quoted prices in active markets. Mortgage and asset -backed securitiestotaling $3,771,821 and U.S. agency securitiestotaling $3,228,724 classified in Level 2 of the fair value hierarchy, are valued using matrix pricing techniques maintained by various pricing vendors. Matrix pricing is used to value securities based on the securities' relationship to benchmark quoted prices. Fair value is defined as the quoted market value on the last trading day of the period. These prices are obtained from various pricing sources by the custodian bank. As of June 30, 2023, the Fund has the following investments: Weighted Average Investments Fair Value Principal Interest Rate Range Maturity Range Maturity (Years) RCPIF Held byTrustee Money market mutual funds Mortgage and asset -backed securities U.S. agency securities U.S.Treasury obligations Total Investments $3,813,010 $3,892,733 0.210%-6.000% 6/30/23 - 6/30/28 1.300 63,080,795 3,771,821 3,228,724 8 416 501 63,080,795 4,023,553 3,258,322 8,539,532 $82,310,851 $82,794,935 4.706% N/A 20 days or 0.055 1.080%-4.077% 1/25/24 -12/15/42 5.907 0.305%-5.508% 10/27/23 - 3/25/27 1.405 0.127%-4.063% 10/15/23 - 2/28/26 1.520 Portfolio weighted average 10.187 The weighted average maturity is calculated using the investment's effective duration weighted by the investment's fair value. -21- 339 15 Express Lanes Fund Notes to Financial Statements June 30, 2023 Note 3. Cash and Investments, Continued The weighted average maturity is calculated using the investment's effective duration weighted by the investment's fair value. As of June 30, 2023, mortgage and asset -backed securities fair value totaled $3,771,821.The underlying assets are consumer receivables that include credit cards, auto/equipment, and home loans. The securities have a fixed interest rate and are rated Aaa/AAA by least two of the three nationally recognized statistical rating organizations. Deposits and withdrawals in the RCPIF are made on the basis of $1.00 (cost basis) and not fair value. Accordingly, the Fund's investment at June 30, 2023 is uncategorized, not defined as Level 1, Level 2, or Level 3 input. Interest rate risk: While the Commission does not have a formal policy related to the interest rate risk of investments, the Commission's investment policy follows the Code as it relates to limits on investment maturities as a means of managing exposure to fair value losses arising from increasing interest rates. In accordance with the Commission's investment policy, restricted investments are invested in accordance with the maturity provisions of the specific bond indenture, which may extend beyond five years. Custodial credit risk: Custodial credit risk for deposits is the risk that, in the event of the failure of a depository financial institution, a government will not be able to recover its deposits or will not be able to recover collateral securities that are in the possession of an outside party. The custodial credit risk for investments is the risk that, in the event of the failure of the counterparty (e.g., broker -dealer) to a transaction, a government will not be able to recover the value of its investment or collateral securities that are in the possession of another party. The Commission's investment policy requires that a third - party bank trust department hold all securities owned by the Commission. All trades are settled on a delivery versus payment basis through the Commission's safekeeping agent. The Fund's cash deposits are included in the overall Commission's deposits. Bank balances over $5,000,000 are swept daily into a money market account. Of the bank balance, up to $250,000 is federally insured under the Federal Depository Insurance Corporation with balances in excess of $250,000 collateralized in accordance with the Code; however, the collateralized securities are not held in the name of the Commission. Credit risk: The Commission's investment policy as well as the specific bond indentures set minimum acceptable credit ratings for investments from any of the three nationally recognized statistical rating organizations. The following table is a summary of the credit quality distribution and concentration of credit risk by investment type as a percentage of each category's fair value at June 30, 2023; securities denoted as NR are not rated by one of the nationally recognized statistical rating organizations. -22- 340 15 Express Lanes Fund Notes to Financial Statements June 30, 2023 Note 3. Cash and Investments, Continued Investments oody.M5 % of Portfolio RCPIF Money market mutual funds Funds Mortgage and asset backed securities Securities Securities U.S. agency securities Notes Notes U.S. Treasuries Treasury Treasury Total Aaa-bf NR AM AAA NR AA+ NR MA AAA AA+ AAA NR AAA NR NR AA+ 4.59% 76.88% 4.30% 0.23% 3.29% 0.59% 8.95% 1.17% 100.00% Concentration of credit risk: The Commission's investment policy places a limit of 10% on the amount of investment holdings with any one non-U.S. Government or non-federal agency issuer. As of June 30, 2023, the Commission did not have investments in any one issuer that represents more than 5% of the Commission's total investments. Note 4. Lease Receivable For the year ended June 30, 2023, the financial statements include the adoption of GASB Statement No. 87, Leases. The primary objective of this statement is to enhance the relevance and consistency of information about the Commission's leasing activities. This statement establishes a single model for lease accounting based on the principle that leases are financings of the right to use an underlying asset. Under this statement, a lessee is required to recognize a lease liability and an intangible right to use lease asset, and a lessor is required to recognize a lease receivable and a deferred inflow of resources. The 15 Express Lanes is the owner of a building within the City of Corona which is leased by both Orange County Transportation Authority (OCTA) and the Riverside Transportation Commission (RCTC) 91 Express Lanes. Detailed information for each lease is noted below. On November 1, 2019, the Fund entered a 120 -month lease for the use of 301 Corporate Terrace Circle, Corona, Ca with the Orange County Transportation Authority. An initial lease receivable was recorded in the amount of $379,833. As of June 30, 2023, the value of the lease receivable is $291,176. The lessee is required to make quarterly fixed payments of $12,171. The lease has an interest rate of 1.7670%. The value of the deferred inflow of resources as of June 30, 2023 was $281,812 and the Fund recognized lease revenue of $49,011. On November 1, 2019, the Fund entered a 120 -month lease for the use of 301 Corporate Terrace Circle, Corona, Ca with the RCTC 91 Express Lanes Enterprise Fund. An initial lease receivable was recorded in the amount of $379,833. As of June 30, 2023, the value of the lease receivable is $291,175. The lessee is required to make quarterly fixed payments of $12,171. The lease has an interest rate of 1.7670%. The value of the deferred inflow of resources as of June 30, 2023 was $281,812 and the Fund recognized lease revenue of $49,011. -23- 341 15 Express Lanes Fund Notes to Financial Statements June 30, 2023 Note 4. Lease Receivable, Continued In accordance with the standard, the principal and interest expected to maturity is as follows: Year Ending June 30 1. Principal nterest Total A 2024 $ 91,895 2025 95,950 2026 100,077 2027 103,977 2028 107,337 2029-2032 Total lease receivable 9,687 $ 101,582 8,037 103,987 6,314 106,391 4,518 108,495 2,661 109,998 83,115 735 83,850 $ 582.351 $ 31.952 $ 614.30 Note 5. Capital Assets Balance Capital June 30, 2022 Contributions Transfers Additions June 30, 2023 Balance Capital assets not being depreciated: Land and land improvements $ 558,405 $ $ $ $ 558,405 Construction easements 53,350 - - 53,350 Total capital assets not being depreciated 611,755 - - 611.755 Capital assets being depreciated and amortized: Toll infrastructure 22,219,984 - - (860,110) 21,359,874 Buildings 6,451,978 - - 6,451,978 Equipment, furniture, and fixtures 111,155 - 3,966 - 115,121 Toll facility franchise 352,233,039 2,123,464 - 354,356,503 Total capital assets being depreciated and 381,016,156 2,123,464 3,966 (860,110) 382,283,476 amortized: Less accumulated depreciation and amortization for: Toll infrastructure (3,804,926) - (4,839,006) - (8,643,932) Buildings (939,385) - (722,825) - (1,662,210) Equipment, furniture, and fixtures (36,791) - (33,808) - (70,599) Toll facility franchise (8,730,110) - (7,057,274) - (15,787,384) Total accumulated depreciation (13,511,212) - (12,652,913) - (26,164,125) Total capital assets being depreciated and 367,504,944 2,123,464 (12,648,947) (860,110) 356,119,351 amortized, net Capital assets, net $ 368,116,699 $ 2,123,464 $ (12,648,947) $ (860,110) $ 356,731,106 On September 29, 2016, the Commission entered into a toll facilities agreement with Caltrans providing the Commission with authorization to toll the 1-15 from Cajalco Road to SR -60 for 50 years commencing as of the first day on which the 15 Express Lanes open for public use and toll operations. The agreement also set forth the Commission's rights to Caltrans' right of way and Caltrans' oversight role in the operations and maintenance of the 15 Express Lanes. -24- 342 15 Express Lanes Fund Notes to Financial Statements June 30, 2023 Note 6. Interfund Transactions Due from/to other Commission funds: The composition of balances related to due from other funds and due to other funds of the Commission at June 30, 2023 is as follows: Payable Fund Receivable Fund Amount Explanation 15 Express Lanes Enterprise fund 15 Express Lanes Enterprise fund Total due from (to) other Commission funds, net Commission's General fund Commission's General fund $ (78,200) Administrative cost allocation (32,455) Fringe benefits allocation $ (110,655) Contributions and transfers to/from other Commission funds: During 2023, contributions and transfers to/from other Commission funds were as follows: Contribution and Transfer Out Contribution and Transfer In Amount Explanation Commission's Governmental activities 15 Express Lanes Enterprise fund Commission's Governmental activities 15 Express Lanes Enterprise fund Commission's Governmental activities 15 Express Lanes Enterprise fund Commission's Capital Projects fund 15 Express Lanes Enterprise fund 15 Express Lanes Enterprise fund Total contributions/transfers in from other Commission funds, net 91 Express Lanes Enterprise fund $ 1,263,354 981 175,826 Transfer of lease revenues 309 Transfer of interest from operations (43) Transfer of accumulated interest $ 1,440,427 Contribution of capital and intangible assets Transfer of interest from ramp up reserve Advances from other funds: A Commission governmental fund advanced $9,000,000 to the 15 Express Lanes Fund to establish an $18,000,000 Transportation Infrastructure Finance and Innovation Act (TIFIA) debt service reserveforthe 1-15 Express Lanes project as required no laterthan June 30, 2024. Capitalized interest on the advance as of June 30, 2022, was $1,402,677. Repayment of this initial Commission advance is subject to satisfying certain conditions under the related indenture, including the occurrence of the second anniversary of the TIFIA debt service payment commencement date. Note 7. Long Term Obligations The following is a summary of changes in long-term obligations for the year ended June 30, 2023: Balance Additions / Reductions Balance Due Within June 30, 2022 Accretion June 30, 2023 One Year TIFIA loan $ 162,385,853 $ 4,644,502 $ - $ 167,030,355 $ Compensated absences liability 51,489 45,674 (38,916) 58,247 35,452 Total long-term obligations $ 162,437,342 $ 4,690,176 $ (38,916) $ 167,088,602 $ 35,452 -25- 343 15 Express Lanes Fund Notes to Financial Statements June 30, 2023 Note 7. Long Term Obligations, Continued In May 2017, the Commission authorized the issuance and sale of not to exceed $165 million of toll revenue bonds related to the 15 Express Lanes Project. The TIFIA loan is a senior toll revenue bond per the 1-15 Express Lanes Project indenture. TIFIA Loan Agreement: Outstanding In July 2017, the Commission executed a TIFIA loan of up to $152,214,260, which proceeds financed a portion of the costs for the 1-15 Express Lanes Project. During construction and for a period of up to five years following substantial completion, interest is compounded and added to the initial TIFIA loan. The TIFIA loan requires mandatory debt service payments at a minimum and scheduled debt service payments to the extent additional funds are available. TIFIA debt service payments are expected to commence on December 1, 2025, which is five years after substantial completion of the 1-15 Express Lanes Project, through December 1, 2055. The interest rate of the TIFIA loan is 2.84%. During 2023, $0 was drawn on the TIFIA loan and $4,644,502 interest was compounded. $ 167,030,355 In accordance with the TIFIA loan schedule, the annual debt service requirements to maturity for the TIFIA loan payable throughout the term of the loan are as follows: Year Ending June 30 Principal Interest Total 2026 2027 2028 2029-2033 2034-2038 2039-2043 2044-2048 2049-2053 2054-2055 Total Future compounded interest Total TIFIA loan 4,017,700 17,483,200 21,475,000 40,678,500 64,144,700 28,922,600 176,721,700 (9,691,345) $ 167,030,355 $ 5,018,900 5,018,900 5,025,800 24,942,900 23,762,300 20,852,900 17,012,300 9,709,600 1,291,600 $ 112,635,200 $ 5,018,900 5,018,900 5,025,800 28,960,600 41,245,500 42,327,900 57,690,800 73,854,300 30,214,200 $ 289,356,900 Pursuant to the 1-15 Express Lanes Project toll indenture the Commission is required to establish the following to support the 15 Express Lanes: • A $1 6.5 million ramp -up reserve prior to substantial completion and commencement of express lanes operations; • An $1 8 million TIFIA loan reserve from an advance of Commission Measure A sales tax revenue up to $3 million per year from 2019 through 2024 to the extent that 15 Express lanes revenues are not sufficient to fund the TIFIA loan reserve; and • Up to a $38.5 million backstop loan from Commission Measure A sales tax revenues of up to $3.85 million per year to the extent 15 Express Lanes revenues are not sufficient to cover operations and maintenance costs, TIFIA loan mandatory debt service, and TIFIA scheduled interest. -26- 344 15 Express Lanes Fund Notes to Financial Statements June 30, 2023 Note 8. Commitments and Contingencies Cooperative agreements: In January 2017 the Commission entered into a toll operator agreement, for the operations of the 15 Express Lanes. The toll operator is responsible for day-to-day operations of the toll collection system. The toll operator agreement expires in April 2026. In December 2022, the five-year extension options were exercised and the agreement will expire April 2031. The toll operator agreement provides operating services to the Commission in the annual amount of $7,755,600 for the first two years of operations. Thereafter, annual amounts will be based on variable pricing. Purchase commitments: The Fund has entered into other agreements in the ordinary course of business with companies and other governmental agencies related to operations and maintenance. These agreements, which are significant, are funded with available and future revenues. Note 9. Pensions and Other Post -Employment Benefits Other Than Pensions The Fund participates in the Commission's cost -sharing multiple employer defined benefit pension plan administered by the California Public Employees' Retirement System and the Commission's OPEB. Employees of the Fund are employees of the Commission as a whole. The required note disclosures regarding pension plans and OPEB are included in the Commission's financial statements. Please see those financial statements for information about the pension plans and OPEB as a whole. The net pension liability of $73,776 and net OPEB asset of $27,823, reported by the Fund, represent the Fund's proportional share of the Commission's net pension liabilities of $1,868,313 and net OPEB asset of $704,600. The Fund's net pension liabilities and OPEB assets each represent 3.9% of the Commission's net pension liabilities and OPEB assets. For the year ended June 30, 2023, the Fund's contributions recognized as part of pension and OPEB expenses were $340,452 and ($10,146), respectively. Note 10. Pronouncements Issued, Not Yet Effective The GASB pronouncements issued prior to June 30, 2023 that have an effective date that may impact future financial presentations include: • GASB Statement No. 99, Omnibus 2022 (The requirements related to financial guarantees and the classification and reporting derivative instruments within the scope of Statement 53 are effective for fiscal years beginning after June 15, 2023, and all reporting periods thereafter). • GASB Statement No. 100, Accounting Changes and Error Corrections, effective for fiscal years beginning after June 15, 2023; and • GASB Statement No. 101, Compensated Absences, effective for fiscal year beginning after December 15, 2023. -27- 345 RIVERSIDE COUNTY TRANSPORTATION COMMISSION Riverside County Transportation Commission (951) 787-7141 • www.rctc.org 4080 Lemon Street, 3rd Floor P.O. Box 12008 • Riverside, CA 92502-2208 346 15/91 Expr Bslanes COnnec-tZ17 -INSPONDER RIVERSIDE COUNTY TRANSPORTATION COMMISSION 348 15 Express Lanes Fund (Enterprise Fund of the Riverside County Transportation Commission) Financial Statements For the Year Ended June 30, 2023 CONTENTS Independent Auditor's Report Management's Discussion and Analysis Financial Statements 1 5 Statement of Net Position 13 Statement of Revenues, Expenses and Changes in Fund Net Position 14 Statement of Cash Flows 15 Notes to Financial Statements 17 349 RIVERSIDE COUNTY TRANSPORTATION COMMISSION 350 RIVERSIDE COUNTY TRANSPORTATION COMMISSION 352 EideBailly. CPAs & BUSINESS ADVISORS Independent Auditor's Report Board of Commissioners Riverside County Transportation Commission Riverside, California Report on the Audit of the Financial Statements Opinion We have audited the financial statements of the 15 Express Lanes Fund (the Fund), an enterprise fund of the Riverside County Transportation Commission (the Commission) as of and for the year ended June 30, 2023, and the related notes to the financial statements as listed in the table of contents. In our opinion, the accompanying financial statements referred to above present fairly, in all material respects, the financial position of the 15 Express Lanes Fund of the Commission, as of June 30, 2023, and the changes in financial position and cash flows thereof for the year then ended in accordance with accounting principles generally accepted in the United States of America. Basis for Opinion We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of Commission and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Emphasis of Matter As discussed in Note 1, the financial statements present only the 15 Express Lanes Fund and do not purport to, and do not, present fairly the financial position of the Commission as of June 30, 2023, the changes in its financial position, or, where applicable, its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America. Our opinion is not modified with respect to this matter. What inspires you, inspires us. eidebailly.com 10681 Foothill Blvd., Ste. 300 Rancho Cucamonga, CASSS30-3831 T 909.466.4410 F 909.466.4431 EOE -1- Responsibilities of Management for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America; and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor's Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements. In performing an audit in accordance with GAAS, we: • Exercise professional judgment and maintain professional skepticism throughout the audit. • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Commission's internal control. Accordingly, no such opinion is expressed. • Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control —related matters that we identified during the audit. Required Supplementary Information Accounting principles generally accepted in the United States of America require that the management's discussion and analysis, as listed in the table of contents, be presented to supplement the basic financial statements. Such information is the responsibility of management and, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. We have applied certain limited procedures to the required supplementary information in accordance with GAAS, which consisted of inquiries of management -2- 354 about the methods of preparing the information and comparing the information for consistency with management's responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. Rancho Cucamonga, California October 31, 2023 -3- 355 RIVERSIDE COUNTY TRANSPORTATION COMMISSION -4- 356 EXPRESS LANES RIVERSIDE COUNTY TRANSPORTATION COMMISSION MANAGEMENT'S DISCUSSION & ANALYSIS 5 RIVERSIDE COUNTY TRANSPORTATION COMMISSION 358 15 Express Lanes Fund Management's Discussion and Analysis For the Year Ended June 30, 2023 As management of the 15 Express Lanes Fund (the Fund), an enterprise fund of the Riverside County Transportation Commission, we offer readers of the Fund financial statements this narrative overview and analysis of the Fund's financial activities for the fiscal year ended June 30, 2023. We encourage readers to consider information on financial performance presented in conjunction with the financial statements that begin on page 11. Financial Highlights • At the end of fiscal year (FY) 2022/23, the total net position of the Fund was $262,717,804, consisting of net investment in capital assets of $204,516,847, restricted net position for other post -employment benefits of $87,940, and restricted net position of $58,113,017. The net position increased $13,075,727 due to operating revenues outpacing operating expenditures and transfers. • Net position of $262,717,804 during FY 2022/23 reflects the position after the second full year of toll operations. The 15 -mile stretch that includes two express lanes in each direction of the center median along the Interstate (I) 15 corridor between Cajalco Road in Corona and State Route (SR) 60 in Jurupa Valley achieved final acceptance in FY 2022/23. • In FY 2022/23, total operating revenues of $39,371,149 and include toll, violation penalty, account fee, and miscellaneous revenues. Total operating expenses of $24,274,329 include but not limited to: roadway and toll systems maintenance, customer service, back -office operations, other support costs, and depreciation and amortization. Overview of the Financial Statements This discussion and analysis is intended to serve as an introduction to the Fund's financial statements. The financial statements are comprised of the Fund financial statements and notes to the financial statements. The statement of net position presents information on all of the Fund's assets, liabilities, and deferred outflows/inflows of resources, with the difference reported as net position. Over time, increases or decreases in net position may serve as a useful indicator of whether the financial position of the Fund is improving or deteriorating. The statement of revenues, expenses and changes in fund net position presents information showing how the Fund's net position changed during the fiscal year. All changes in net position are reported as soon as the underlying event giving rise to the change occurs, regardless of the timing of related cash flows. Thus, revenues and expenses are reported for some items that will only result in cash flows in future fiscal periods. The statement of cash flows presents information on the cash flows related to operating, noncapital financing, capital and related financing, and investing activities. The Fund financial statements can be found on pages 11-16 of this report. Notes to the financial statements provide additional information that is essential to a full understanding of the data provided in the financial statements. The notes to the financial statements can be found on pages 17-27 of this report. 15 Express Lanes Financial Analysis As noted previously, net position may serve over time as a useful indicator of the Fund's financial position. At June 30, 2023, the Fund's net position was $262,717,804. Our analysis below focuses on net position and changes in net position of the Fund's financial activities. -5- 359 15 Express Lanes Fund Management's Discussion and Analysis For the Year Ended June 30, 2023 15 Express Lanes Fund Net Position 2023 2022 Current and other assets Restricted assets Capital assets, net Total assets Deterred outtlows of resources Total assets and deferred outflows of resources Current liabilities Long-term liabilities Total liabilities Deferred inflows of resources Total liabilities and deferred inflows of resources 7,935,644 79,347,151 356,731,106 444,013,901 11,458,973 46,950,436 368,116,699 426,526,108 443,606 477,196 444,457,507 427,003,304 4,908,401 176,126,926 5,044,271 171,412,545 181,035,327 176,456,816 704,376 904,411 181,739,703 177,361,227 Net position Net investment in capital assets 204,516,847 215,902,440 Restricted 58,200,957 33,739,637 Total net position $ 262,717,804 $ 249,642,077 FY 2022/23 represents the second full year of toll operations for the Fund. Total assets and deferred outflows of resources increased $17,454,203, or 4%, largely due to continued strong operating performance, increasing restricted assets which includes the facilities cash investments related to toll operations. Total liabilities and deferred inflows of resources increased $4,378,476, or 2%, primarily due to increases in toll supported long-term debt related to accreted and compounded interest. The Fund's net investment in capital assets was $204,516,847 in FY 2022/23. The Fund's net position reflects its investment in capital assets (i.e., land and land improvements; buildings; toll infrastructure; equipment, furniture and fixtures; and toll facility franchise), less any related outstanding debt used to acquire these assets. The Fund uses these capital assets, which include intangible assets, to provide improved mobility for the Fund customers and commuters along the 1-15 corridor. Restricted net position, representing resources subject to external restrictions on how they may be used, was $58,200,957 and represents 22% of the total net position at June 30, 2023. -6- 360 15 Express Lanes Fund Management's Discussion and Analysis For the Year Ended June 30, 2023 The analysis below focuses on the changes in net position. 15 Express Lanes Fund Changes in Net Position 2023 2022 Operating revenues Toll, penalties, and tees Total operating revenues Operating expenses Management and operational services Administrative overhead Other operating expenses Processional services General and administrative Depreciation and amortization Total operating expenses Operating income $ 39,371,149 $ 37,259,442 39,371,149 37,259,442 9,729,858 10,514,267 337,800 305,200 191,108 173,980 466,264 499,955 896,386 (19,871) 12,652,913 10,899,738 24,274,329 22,373,269 15,096,820 14,886,173 Nonoperating revenues(expenses) Investment income(loss) 1,594,076 (430,015) Interest expense (5,055,596) (4,859,834) Total nonoperating revenues (expenses) (3,461,520) (5,289,849) Income before contributions and transfers 11,635,300 9,596,324 Contributions trom Commission govern mental to nds 1,263,354 13,138,929 Transfers from Commission governmental funds 177,116 35,380 Transfers to enterprise funds (43) Transfers to Commission governmental funds - (4,325,708) Total contributions and transfers 1,440,427 8,848,601 Change in net position Total net position at beginning otyear Total net position at end of year $ 262,717,804 $ 249,642,077 13,075,727 18,444,925 249,642,077 231,197,152 -7- 361 15 Express Lanes Fund Management's Discussion and Analysis For the Year Ended June 30, 2023 The Fund's operating revenues increased $2,111,707, or 6%, due to increased traffic volumes in FY 2022/23. Total operating expenses increased $1,901,060, or 8% due to net pension benefits expenses compared to net pension benefits credit in FY2021/22. Additionally, depreciation and amortization increased due to depreciation on capital assets. Nonoperating incomes and expenses, net increase of $1,828,329, or 35%, is due to positive investment income, offset by toll supported long-term debt related to accreted and compounded interest. Net contributions and transfers from the Commission decreased by $7,408,174, or 84%, as a result of the prior year's contribution of capital and intangible assets, offset by the transfer of toll -supported long-term debt related to the 1-15 Express Lanes project. Total traffic volume on the 15 Express Lanes Fund during FY 2022/23 was approximately 25,577,400 transactions. Capital Assets As of June 30, 2023, the Fund had $356,731,106, net of accumulated depreciation and amortization, invested in a broad range of capital assets including: land and land improvements; buildings; toll infrastructure comprised of communication equipment and computer hardware and software; equipment, furniture, and fixtures; and toll facility franchise. 15 Express Lanes Fund Capital Assets, Net of Depreciation 2023 2022 Land and land improvements Toll infrastructure Toll facility franchise Buildings Equipment, furniture, and fixtures Total capital assets, net 611,755 $ 12,715,942 338,569,119 4,789,768 44,522 611,755 18,415,058 343,502,929 5,512,593 74,364 $ 356,731,106 $ 368,116,699 More detailed information about the Fund's capital assets is presented in note 5 to the financial statements. Debt Administration As of June 30, 2023, the Fund had $167,030,355 outstanding in a Transportation Innovation Finance and Infrastructure Act (TIFIA) loan and $9,000,000 outstanding from an advance from Commission Measure A revenues. 15 Express Lanes Fund Outstanding Debt 2023 2022 TIFIA loan Advance from Commission fund Total outstanding debt 167,030,355 $ 162,385,853 9,000,000 9,000,000 $ 176,030,355 $ 171,385,853 Additional information on long-term debt can be found in note 7 to the financial statements. -8- 362 15 Express Lanes Fund Management's Discussion and Analysis For the Year Ended June 30, 2023 Economic and Other Factors The Fund makes up $34,024,500 or 4% of Commission's FY 2023/24 revenue budget. In FY 2023/24, toll and non -toll revenues are forecasted to increase by less than 1% over the FY 2022/23 budget. This increase is due to higher than anticipated revenues received during FY 2022/23 largely as a result of tolls collected within the southern terminus of the Enterprise. The average projected long-term rate of growth for toll road revenues beyond FY 2023/24 is 2.3%. The majority of expenses related to the Fund within FY 2023/24 budget are on -going general costs related to day-to-day operations of the toll facility. As a fully electronic toll facility, motorists pay tolls through the convenient use of FasTrak® transponders that automatically deduct toll charges from a prepaid account. 1-15 Corridor Freight and Express Lanes Project: The Commission and San Bernardino County Transportation Agency (SBCTA) entered into a Cooperative Agreement (Agreement) on May 24, 2023, formalizing the coordination of the toll facilities between Riverside and San Bernadino counties; collectively referred to as the 1-15 Corridor Freight and Express Lanes project or 1-15 Next. Specifically, the Agreement requires the Commission to assign approximately 2.2 miles of its existing RCTC 15 Toll Lanes to SBCTA in exchange for annual toll revenue payments payable by SBCTA. The assignment is made by the Commission to SBCTA in preparation for planning and constructing a toll facility within the median of 1-15. Construction by SBCTA is anticipated to begin during calendar year 2024 with an estimated completion date of summer 2026. As of June 30, 2023, no impacts have been incurred by the existing RCTC 15 Express Lanes as a result of entering into this Agreement. However, SBCTA will reimburse RCTC 15 Express Lanes for any impacts during construction phase of the project. Furthermore, assignment of the RCTC 15 Express Lanes will not occur until sixty (60) days prior to project completion estimated to occur during calendar year 2026. Contacting 15 Express Lane's Management This financial report is designed to provide a general overview of the Fund's finances for all those with an interest in the government's finances and to demonstrate the Fund's accountability for the money it receives. Questions concerning any of the information provide in this report or requests for additional information should be addressed to the Chief Financial Officer, Finance Department at the Riverside County Transportation Commission, 4080 Lemon Street, 3rd Floor, P.O. Box 12008, Riverside, CA 92502- 2208. -9- 363 RIVERSIDE COUNTY TRANSPORTATION COMMISSION -10- 364 15 Express Lanes in Norco RIVERSIDE COUNTY TRANSPORTATION COMMISSION FINANCIAL STATEMENTS • RIVERSIDE COUNTY TRANSPORTATION COMMISSION 366 15 Express Lanes Fund (Enterprise Fund of the Riverside County Transportation Commission) Statement of Net Position June 30, 2023 Assets Current assets: Cash and investments $ 3,998,481 Receivables Accounts 3,079,871 Interest 104,147 Lease 91,895 Prepaid expenses 142,971 Total current assets 7,417,365 Noncurrent assets: Restricted cash and investments 79,347,151 Lease receivable 490,456 Net other post -employment benefits assets 27,823 Capital assets, net Nondepreciable 611,755 Depreciable and amortizable 356,119,351 Total noncurrent assets 436,596,536 Total assets 444,013,901 Deferred outflows of resources Pension benetits Other post -employment benefits 362,612 80,994 Total assets and deferred outflows of resou rces 444,457,507 Liabilities Current liabilities: Accounts payable 2,366,145 Interest payable 1,697,411 Due to other Commission funds 110,655 Other liabilities 698,738 Compensated absences liability 35,452 Total current liabilities 4,908,401 Noncurrent liabilities: Net pension liabilities 73,776 Compensated absences liabilities 22,795 Advance from other Commission funds 9,000,000 Bonds payable - due in more than one year 167,030,355 Total noncurrent liabilities 176,126,926 Total liabilities 181,035,327 Deferred inflows of resources Pension benefits 119,875 Other post -employment benefits 20,877 Lease revenues 563,624 Total liabilities and deferred inflows of resources 181,739,703 Net position Net investment in capital assets 204,516,847 Restricted tor other post -employment benefits 87,940 Restricted for express lanes 58,113,017 Total net position $ 262,717,804 See notes to financial statements 367 -13- 15 Express Lanes Fund (Enterprise Fund of the Riverside County Transportation Commission) Statement of Revenues, Expenses and Change in Fund Net Position For the Year Ended June 30, 2023 Operating revenues Tolls, penalties, and fees $ 39,371,149 Operating expenses Management and operational services 9,729,858 Administrative overhead 337,800 Other operating expenses 191,108 Professional services 466,264 General and administrative expenses 896,386 Depreciation and amortization 12,652,913 Total operating expenses Operating income Nonoperating revenues(expenses) Investment income (loss) Interest expense 24,274,329 15,096,820 1,594,076 (5,055,596) Total nonoperating revenues(expenses) (3,461,520) Income before contributions and transfers 11,635,300 Contributions and transfers Contributions from Commission governmental activities 1,263,354 Transfers in from Commission governmental activities 177,116 Transfers out to other Enterprise fund (43) Total contributions and transfers 1,440,427 Change in net position 13,075,727 Net position at beginning otyear 249,642,077 Net position at end of year See notes to financial statements $ 262,717,804 -14- 368 15 Express Lanes Fund (Enterprise Fund of the Riverside County Transportation Commission) Statement of Cash Flows For the Year Ended June 30, 2023 Cash flows from operating activities Receipts from customers and users $ 35,225,381 Payments to vendors (3,994,037) Payments to employees (556,301) Payments for RCTC interfund services used (331,600) Reimbursements received for lease costs 50,040 Net cash provided by operating activities 30,393,483 Cash flows from noncapital financing activities Transfers from governmental activities for operations and maintenance Net cash used for non capital financing activities Cash flows from capital and related financing activities Payment for acquisition of capital assets Net cash used for capital and related financing activities Cash flows from investing activities Interest received Net cash used for investing activities 335,158 335,158 (3,966) (3,966) 1,385,014 1,385,014 Net increase in cash and cash equivalents 32,109,689 Cash and cash equivalents at beginning of year 51,315,666 Cash and cash equivalents at end of year Reconciliation otcash and cash equivalents to statement ot net position Cash and investments Add: fair value adjustment Restricted cash and investments Total cash and cash equivalents See notes to financial statements $ 83,425,355 3,998,481 79,723 4,078,204 79,347,151 $ 83,425,355 369 -15- 15 Express Lanes Fund (Enterprise Fund of the Riverside County Transportation Commission) Statement of Cash Flows, Continued For the Year Ended June 30, 2023 Reconciliation of operating income (loss) to net cash provided by (used for) operating activities Operating income Adjustments to reconcile operating income to net cash provided by (used for) operating activities Depreciation and amortization expense Change in assets and liabilities (Increase) Decrease in other receivables, net (Increase) Decrease in prepaid assets Increase (Decrease) in pension and post -employment benefit liabilities, net of deferred items Increase (Decrease) in lease receivable, net of deferred items Increase (Decrease) in accounts payable Increase (Decrease) in due to other Commission funds Increase (Decrease) in compensated absences liability Increase (Decrease) in other liabilities Total adjustments Net cash provided by operating activities $ 15,096,820 12,652,913 2,823,119 50,400 330,306 (9,216) (885,541) 9,221 6,758 318,703 15,296,663 $ 30,393,483 Noncash capital, financing and investing activities Accreted and compounded interest on TIFIA Loan $ 4,644,502 Compounded interest on advance from other Commission fund 400,253 Net increase (decrease) in the fair value of investments (79,723) Contributions of capital and intangible assets from Commission governmental activities 1,263,354 Transfers in of accrued investment income from Commission governmental activities 177,116 See notes to financial statements -16- 370 15 Express Lanes Fund Notes to Financial Statements June 30, 2023 Note 1. Reporting Entity After more than a decade of work, which includes approximatelythree years of construction,the Riverside County Transportation Commission (Commission) achieved substantial completion on the 1-15 Express Lanes Project on April 10, 2021. In achieving substantial completion, the 15 Express Lanes opened to traffic; tolling commenced on April 14, 2021. The 15 -mile stretch includes two lanes in each direction of the center median along the Interstate (I) 15 corridor between Cajalco Road in Corona and State Route (SR) 60 in Jurupa Valley. The 15 Express Lanes Fund (Fund) is reported as a major enterprise fund in the Commission's basic financial statements. The accompanying financial statements present the net position, changes in net position, and cash flows of the Fund only. They do not purport to, and do not, present the overall financial position of the Commission or its changes in net position as of June 30, 2023. Note 2. Summary of Significant Accounting Policies The accounting policies of the Fund are in conformity with generally accepted accounting principles applicable to governmental units. The Governmental Accounting Standards Board (GASB) is the accepted standard -setting body for establishing accounting and financial reporting principles. Basis of Accounting: The financial statements of the Fund are reported using the economic resources measurement focus and the accrual basis of accounting. Revenues consisting substantially of tolls and fees, are recorded when earned, and expenses are recorded when a liability is incurred, regardless of the timing of related cash flows. Toll revenue is recognized when the customers utilize the toll road facility and payment is collected. Enterprise funds distinguish operating revenues and expenses from nonoperating items. Operating revenues and expenses generally result from providing services in connection with an enterprise fund's principal and ongoing operations.The principal operating revenues of the Fund are charges to customers for use of the toll facility. Operating expenses for the Fund include the cost of services, administrative expenses, and depreciation and amortization on capital and intangible assets. All revenues and expenses not meeting this definition are reported as nonoperating revenues and expenses. Violations: Violations consist of uncollected violation tolls and penalties. Unpaid violations of $29,275,372 as of June 30, 2023 are not recognized as revenue until payment is received. If violations and penalties remain owed for more than 90 days, they are attached to the registration for the violation vehicle. Unpaid violations will remain recorded for a period of four years in accordance with the statute of limitations, at which time, they will be deemed uncollectible. Cash and investments: The Commission maintains cash and investments in accordance with the Investment Policy adopted by the Board of Commissioners in December 2022. The Investment Policy complies with the California Government Code (Code). Investments of bond proceeds as permitted by the applicable debt documents are maintained with U.S. Bank as trustee. Separate investment accounts are maintained for the proceeds of bond issues, with the earnings for each bond issue accounted for separately. The Fund participates in the Riverside County Pooled Investment Fund (RCPIF). Cash from other Commission revenue sources is commingled for investment purposes in the RCPIF, with investment earnings allocated to the different accounts based on average daily account balances. The Commission holds investments that are measured at fair value on a recurring basis. Investments in U.S. Treasury obligations, U.S. agency securities, and mortgage and asset -backed securities are carried at fair value based on quoted market prices, except for money market investments, which are carried at amortized cost which approximates fair value. The RCPIF is carried at fair value based on the value of each participating dollar as provided by RCPIF. -17- 371 15 Express Lanes Fund Notes to Financial Statements June 30, 2023 Note 2. Summary of Significant Accounting Policies, Continued Cash and cash equivalents: For the purpose of the statement of cash flows, the Commission considers all short-term investments with an initial maturity of three months or less to be cash equivalents. All deposits, commercial paper notes, money market funds, negotiable certificates of deposit, and the Fund's share of the RCPIF represent cash and cash equivalents for cash flow purposes. Restricted cash and investments: Investments set aside in the Senior Lien Obligations Reserve Fund, Second Lien Obligations Reserve Fund, Subordinate Lien Obligations Reserve Fund, and Residual Fund Scheduled Retained Balance Fund are pursuant to the terms of the 2017 Indenture and their use is limited by applicable debt terms and conditions. Permitted investments per the debt indentures include government obligations, State of California and local agency obligations, banker's acceptances, commercial paper notes, negotiable certificates of deposit, repurchase agreements, money market funds, other mutual funds, investment agreements, RCPIF, and variable and floating rate securities. Receivables: Accounts receivables include amounts due from other California toll road agencies related to their customers' use of the 15 Express Lanes. Capital assets: Capital assets include land and land improvements; toll infrastructure; buildings; equipment, furniture and fixtures; and toll facility franchise. Capital assets are defined by the Fund as assets with an initial, individual cost of more than $100,000 and a useful life in excess of three years. Such assets are recorded at historical cost. The costs of normal maintenance and repairs that do not add value to the asset or materially extend asset lives are not capitalized. Capital assets are depreciated using the straight-line method over the following estimated useful lives: Asset Type Useful Life Buildings 10 years Equipment, furniture and fixtures 3 to 5 years Toll facility franchise 50 years Toll infrastructure 5 to 10 years The Commission entered into a toll facility agreement with California's Department of Transportation (Caltrans) and obtained authority to toll the 1-15 corridor between Cajalco Road and SR -60 for 50 years commencing as of the first day on which the 15 Express Lanes open for public use and toll operations through April 2071. The 15 Express Lanes opened on April 10, 2021. Deferred outflows of resources: In addition to assets, the statement of net position reports a separate section for deferred outflows of resources. This separate financial statement element represents a consumption of net position that applies to a future period and so will not be recognized as an outflow of resources (expense) until then. As of June 30, 2023, the Fund has deferred outflows of resources related to pension and other post -employment benefits (OPEB). Due to other Commission funds: During the course of operations, transactions occur between Commission governmental funds involving goods provided and services rendered. -18- 372 15 Express Lanes Fund Notes to Financial Statements June 30, 2023 Note 2. Summary of Significant Accounting Policies, Continued Compensated absences: Vacation hours accumulated and not taken at year-end is reported as a long- term liability, net of current portion, in the Fund. Sick leave is recorded as an expense when taken by the employee. Employees with continuous five years of service have the option of being paid for sick leave accumulated in excess of 240 hours at a rate of 50% (i.e., one hour's pay for every two hours in excess of 240). Any sick leave in excess of 240 hours is accrued at fiscal year-end, and a liability is reported in the Fund. Pensions: For purposes of measuring the net pension liability and deferred outflows/inflows of resources related to pensions and pension expense, information about the fiduciary net position of the Commission's California Public Employees' Retirement System (CaIPERS) plans (Plans) and additions to/deduction from Plans' fiduciary net position have been determined on the same basis as they are reported by CaIPERS. For this purpose, benefit payments (including refunds of employee contributions) are recognized when due and payable in accordance with benefit terms. Investments are reported at fair value. Post -employment benefits other than pensions: For purposes of measuring the net OPEB asset, deferred outflows/inflows of resources related to the OPEB asset and OPEB expense, information about the fiduciary net position of the Commission's OPEB plan, and additions to/deductions from the OPEB fiduciary net position have been determined on the same basis as they are reported by California Employers' Retiree Benefit Trust administered by CaIPERS. For this purpose, benefit payments are recognized when due and payable in accordance with benefit terms. Investments are reported at fair value, except for money markets and participating interest -earning investment contracts that have a maturity at the time of purchase of one year or less, which is reported at cost. Deferred inflows of resources: In addition to liabilities, the statement of net position reports a separate section for deferred inflows of resources. This separate financial statement element represents an acquisition of net position that applies to a future period and will not be recognized as an inflow of resources, or revenue, until then. The Fund has deferred inflows of resources related to pension, OPEB, and leases. Risk management: The Fund purchases commercial property insurance including business interruption, earthquake, and flood coverage related to the toll facility. Net position: Net position represents the difference between assets plus deferred outflow of resources and liabilities plus deferred inflow of resources and is classified into two categories: • Net investment in capital assets consists of capital and intangible assets, net of accumulated depreciation, reduced by the outstanding balances of any borrowings used for the acquisition, construction, or improvement of those assets and excludes unspent debt proceeds. • Restricted net position represents restricted assets less liabilities related to those assets. Restricted assets are recorded when there are limitations imposed by creditors (such as through debt covenants). The statement of net position includes restricted net position for the portion of net toll revenues restricted by the 2017 Master Indenture for toll operations. -19- 373 15 Express Lanes Fund Notes to Financial Statements June 30, 2023 Note 2. Summary of Significant Accounting Policies, Continued Use of estimates: The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumption that affect certain reported amounts and disclosures during the reporting period. As such, actual results could differ from those estimates. Note 3. Cash and Investments Cash and investments are comprised of the following at June 30, 2023: Cash in bank Investments With RCPIF With Trustee Total investments Total cash and investments Total cash and investments are reported in the financial statements as: Unrestricted cash and investments Restricted cash and investments Total cash and investments $ 1,034,781 3,813,010 78,497,841 82,310,851 $ 83,345,632 $ 3,998,481 79,347,151 $ 83,345,632 Fair Value Hierarchy: The Commission categorizes its fair value measurements within the fair value hierarchy established by generally accepted accounting principles. The hierarchy is based on the valuation inputs used to measure fair value of the assets. Level 1 inputs are quoted prices in an active market for identical assets; Level 2 inputs are based on similar observable assets either directly or indirectly, which may include inputs in markets that are not considered to be active; and Level 3 inputs are significant unobservable inputs (the Commission does not value any of its investments using Level 3 inputs). r EXPRESS LANES County TO® Line TRANSPONDER REQUIRED -20- 374 15 Express Lanes Fund Notes to Financial Statements June 30, 2023 Note 3. Cash and Investments, Continued The following is a summary of the fair value hierarchy of the fair value of investments of the Fund as of June 30, 2023: Investments by fair value level: June 30, 2023 Fair Value Measurements Using Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Investments subject to fair value hierarchy: Mortgage and asset -backed securities U.S.Treasury obligations Money market mutual funds U.S. agency securities Total investments measured at fair value Investments not subject to fair value hierarchy: RCPIF Total investments $ 3,771,821 $ 8,416,501 63,080,795 3,228,724 8,416,501 63,080,795 $ 3,771,821 3,228,724 78,497,841 $ 71,497,296 $ 7,000,545 3,813,010 $ 82,310,851 Investments classified in Level 1 of the value hierarchy, valued at $71,497,296 are valued using quoted prices in active markets. Mortgage and asset -backed securitiestotaling $3,771,821 and U.S. agency securitiestotaling $3,228,724 classified in Level 2 of the fair value hierarchy, are valued using matrix pricing techniques maintained by various pricing vendors. Matrix pricing is used to value securities based on the securities' relationship to benchmark quoted prices. Fair value is defined as the quoted market value on the last trading day of the period. These prices are obtained from various pricing sources by the custodian bank. As of June 30, 2023, the Fund has the following investments: Weighted Average Investments Fair Value Principal Interest Rate Range Maturity Range Maturity (Years) RCPIF Held byTrustee Money market mutual funds Mortgage and asset -backed securities U.S. agency securities U.S.Treasury obligations Total Investments $3,813,010 $3,892,733 0.210%-6.000% 6/30/23 - 6/30/28 1.300 63,080,795 3,771,821 3,228,724 8 416 501 63,080,795 4,023,553 3,258,322 8,539,532 $82,310,851 $82,794,935 4.706% N/A 20 days or 0.055 1.080%-4.077% 1/25/24 -12/15/42 5.907 0.305%-5.508% 10/27/23 - 3/25/27 1.405 0.127%-4.063% 10/15/23 - 2/28/26 1.520 Portfolio weighted average 10.187 The weighted average maturity is calculated using the investment's effective duration weighted by the investment's fair value. -21- 375 15 Express Lanes Fund Notes to Financial Statements June 30, 2023 Note 3. Cash and Investments, Continued The weighted average maturity is calculated using the investment's effective duration weighted by the investment's fair value. As of June 30, 2023, mortgage and asset -backed securities fair value totaled $3,771,821.The underlying assets are consumer receivables that include credit cards, auto/equipment, and home loans. The securities have a fixed interest rate and are rated Aaa/AAA by least two of the three nationally recognized statistical rating organizations. Deposits and withdrawals in the RCPIF are made on the basis of $1.00 (cost basis) and not fair value. Accordingly, the Fund's investment at June 30, 2023 is uncategorized, not defined as Level 1, Level 2, or Level 3 input. Interest rate risk: While the Commission does not have a formal policy related to the interest rate risk of investments, the Commission's investment policy follows the Code as it relates to limits on investment maturities as a means of managing exposure to fair value losses arising from increasing interest rates. In accordance with the Commission's investment policy, restricted investments are invested in accordance with the maturity provisions of the specific bond indenture, which may extend beyond five years. Custodial credit risk: Custodial credit risk for deposits is the risk that, in the event of the failure of a depository financial institution, a government will not be able to recover its deposits or will not be able to recover collateral securities that are in the possession of an outside party. The custodial credit risk for investments is the risk that, in the event of the failure of the counterparty (e.g., broker -dealer) to a transaction, a government will not be able to recover the value of its investment or collateral securities that are in the possession of another party. The Commission's investment policy requires that a third - party bank trust department hold all securities owned by the Commission. All trades are settled on a delivery versus payment basis through the Commission's safekeeping agent. The Fund's cash deposits are included in the overall Commission's deposits. Bank balances over $5,000,000 are swept daily into a money market account. Of the bank balance, up to $250,000 is federally insured under the Federal Depository Insurance Corporation with balances in excess of $250,000 collateralized in accordance with the Code; however, the collateralized securities are not held in the name of the Commission. Credit risk: The Commission's investment policy as well as the specific bond indentures set minimum acceptable credit ratings for investments from any of the three nationally recognized statistical rating organizations. The following table is a summary of the credit quality distribution and concentration of credit risk by investment type as a percentage of each category's fair value at June 30, 2023; securities denoted as NR are not rated by one of the nationally recognized statistical rating organizations. -22- 376 15 Express Lanes Fund Notes to Financial Statements June 30, 2023 Note 3. Cash and Investments, Continued Investments oody.M5 % of Portfolio RCPIF Money market mutual funds Funds Mortgage and asset backed securities Securities Securities U.S. agency securities Notes Notes U.S. Treasuries Treasury Treasury Total Aaa-bf NR AM AAA NR AA+ NR MA AAA AA+ AAA NR AAA NR NR AA+ 4.59% 76.88% 4.30% 0.23% 3.29% 0.59% 8.95% 1.17% 100.00% Concentration of credit risk: The Commission's investment policy places a limit of 10% on the amount of investment holdings with any one non-U.S. Government or non-federal agency issuer. As of June 30, 2023, the Commission did not have investments in any one issuer that represents more than 5% of the Commission's total investments. Note 4. Lease Receivable For the year ended June 30, 2023, the financial statements include the adoption of GASB Statement No. 87, Leases. The primary objective of this statement is to enhance the relevance and consistency of information about the Commission's leasing activities. This statement establishes a single model for lease accounting based on the principle that leases are financings of the right to use an underlying asset. Under this statement, a lessee is required to recognize a lease liability and an intangible right to use lease asset, and a lessor is required to recognize a lease receivable and a deferred inflow of resources. The 15 Express Lanes is the owner of a building within the City of Corona which is leased by both Orange County Transportation Authority (OCTA) and the Riverside Transportation Commission (RCTC) 91 Express Lanes. Detailed information for each lease is noted below. On November 1, 2019, the Fund entered a 120 -month lease for the use of 301 Corporate Terrace Circle, Corona, Ca with the Orange County Transportation Authority. An initial lease receivable was recorded in the amount of $379,833. As of June 30, 2023, the value of the lease receivable is $291,176. The lessee is required to make quarterly fixed payments of $12,171. The lease has an interest rate of 1.7670%. The value of the deferred inflow of resources as of June 30, 2023 was $281,812 and the Fund recognized lease revenue of $49,011. On November 1, 2019, the Fund entered a 120 -month lease for the use of 301 Corporate Terrace Circle, Corona, Ca with the RCTC 91 Express Lanes Enterprise Fund. An initial lease receivable was recorded in the amount of $379,833. As of June 30, 2023, the value of the lease receivable is $291,175. The lessee is required to make quarterly fixed payments of $12,171. The lease has an interest rate of 1.7670%. The value of the deferred inflow of resources as of June 30, 2023 was $281,812 and the Fund recognized lease revenue of $49,011. -23- 377 15 Express Lanes Fund Notes to Financial Statements June 30, 2023 Note 4. Lease Receivable, Continued In accordance with the standard, the principal and interest expected to maturity is as follows: Year Ending June 30 1. Principal nterest Total A 2024 $ 91,895 2025 95,950 2026 100,077 2027 103,977 2028 107,337 2029-2032 Total lease receivable 9,687 $ 101,582 8,037 103,987 6,314 106,391 4,518 108,495 2,661 109,998 83,115 735 83,850 $ 582.351 $ 31.952 $ 614.30 Note 5. Capital Assets Balance Capital June 30, 2022 Contributions Transfers Additions June 30, 2023 Balance Capital assets not being depreciated: Land and land improvements $ 558,405 $ $ $ $ 558,405 Construction easements 53,350 - - 53,350 Total capital assets not being depreciated 611,755 - - 611.755 Capital assets being depreciated and amortized: Toll infrastructure 22,219,984 - - (860,110) 21,359,874 Buildings 6,451,978 - - 6,451,978 Equipment, furniture, and fixtures 111,155 - 3,966 - 115,121 Toll facility franchise 352,233,039 2,123,464 - 354,356,503 Total capital assets being depreciated and 381,016,156 2,123,464 3,966 (860,110) 382,283,476 amortized: Less accumulated depreciation and amortization for: Toll infrastructure (3,804,926) - (4,839,006) - (8,643,932) Buildings (939,385) - (722,825) - (1,662,210) Equipment, furniture, and fixtures (36,791) - (33,808) - (70,599) Toll facility franchise (8,730,110) - (7,057,274) - (15,787,384) Total accumulated depreciation (13,511,212) - (12,652,913) - (26,164,125) Total capital assets being depreciated and 367,504,944 2,123,464 (12,648,947) (860,110) 356,119,351 amortized, net Capital assets, net $ 368,116,699 $ 2,123,464 $ (12,648,947) $ (860,110) $ 356,731,106 On September 29, 2016, the Commission entered into a toll facilities agreement with Caltrans providing the Commission with authorization to toll the 1-15 from Cajalco Road to SR -60 for 50 years commencing as of the first day on which the 15 Express Lanes open for public use and toll operations. The agreement also set forth the Commission's rights to Caltrans' right of way and Caltrans' oversight role in the operations and maintenance of the 15 Express Lanes. -24- 378 15 Express Lanes Fund Notes to Financial Statements June 30, 2023 Note 6. Interfund Transactions Due from/to other Commission funds: The composition of balances related to due from other funds and due to other funds of the Commission at June 30, 2023 is as follows: Payable Fund Receivable Fund Amount Explanation 15 Express Lanes Enterprise fund 15 Express Lanes Enterprise fund Total due from (to) other Commission funds, net Commission's General fund Commission's General fund $ (78,200) Administrative cost allocation (32,455) Fringe benefits allocation $ (110,655) Contributions and transfers to/from other Commission funds: During 2023, contributions and transfers to/from other Commission funds were as follows: Contribution and Transfer Out Contribution and Transfer In Amount Explanation Commission's Governmental activities 15 Express Lanes Enterprise fund Commission's Governmental activities 15 Express Lanes Enterprise fund Commission's Governmental activities 15 Express Lanes Enterprise fund Commission's Capital Projects fund 15 Express Lanes Enterprise fund 15 Express Lanes Enterprise fund Total contributions/transfers in from other Commission funds, net 91 Express Lanes Enterprise fund $ 1,263,354 981 175,826 Transfer of lease revenues 309 Transfer of interest from operations (43) Transfer of accumulated interest $ 1,440,427 Contribution of capital and intangible assets Transfer of interest from ramp up reserve Advances from other funds: A Commission governmental fund advanced $9,000,000 to the 15 Express Lanes Fund to establish an $18,000,000 Transportation Infrastructure Finance and Innovation Act (TIFIA) debt service reserveforthe 1-15 Express Lanes project as required no laterthan June 30, 2024. Capitalized interest on the advance as of June 30, 2022, was $1,402,677. Repayment of this initial Commission advance is subject to satisfying certain conditions under the related indenture, including the occurrence of the second anniversary of the TIFIA debt service payment commencement date. Note 7. Long Term Obligations The following is a summary of changes in long-term obligations for the year ended June 30, 2023: Balance Additions / Reductions Balance Due Within June 30, 2022 Accretion June 30, 2023 One Year TIFIA loan $ 162,385,853 $ 4,644,502 $ - $ 167,030,355 $ Compensated absences liability 51,489 45,674 (38,916) 58,247 35,452 Total long-term obligations $ 162,437,342 $ 4,690,176 $ (38,916) $ 167,088,602 $ 35,452 -25- 379 15 Express Lanes Fund Notes to Financial Statements June 30, 2023 Note 7. Long Term Obligations, Continued In May 2017, the Commission authorized the issuance and sale of not to exceed $165 million of toll revenue bonds related to the 15 Express Lanes Project. The TIFIA loan is a senior toll revenue bond per the 1-15 Express Lanes Project indenture. TIFIA Loan Agreement: Outstanding In July 2017, the Commission executed a TIFIA loan of up to $152,214,260, which proceeds financed a portion of the costs for the 1-15 Express Lanes Project. During construction and for a period of up to five years following substantial completion, interest is compounded and added to the initial TIFIA loan. The TIFIA loan requires mandatory debt service payments at a minimum and scheduled debt service payments to the extent additional funds are available. TIFIA debt service payments are expected to commence on December 1, 2025, which is five years after substantial completion of the 1-15 Express Lanes Project, through December 1, 2055. The interest rate of the TIFIA loan is 2.84%. During 2023, $0 was drawn on the TIFIA loan and $4,644,502 interest was compounded. $ 167,030,355 In accordance with the TIFIA loan schedule, the annual debt service requirements to maturity for the TIFIA loan payable throughout the term of the loan are as follows: Year Ending June 30 Principal Interest Total 2026 2027 2028 2029-2033 2034-2038 2039-2043 2044-2048 2049-2053 2054-2055 Total Future compounded interest Total TIFIA loan 4,017,700 17,483,200 21,475,000 40,678,500 64,144,700 28,922,600 176,721,700 (9,691,345) $ 167,030,355 $ 5,018,900 5,018,900 5,025,800 24,942,900 23,762,300 20,852,900 17,012,300 9,709,600 1,291,600 $ 112,635,200 $ 5,018,900 5,018,900 5,025,800 28,960,600 41,245,500 42,327,900 57,690,800 73,854,300 30,214,200 $ 289,356,900 Pursuant to the 1-15 Express Lanes Project toll indenture the Commission is required to establish the following to support the 15 Express Lanes: • A $1 6.5 million ramp -up reserve prior to substantial completion and commencement of express lanes operations; • An $1 8 million TIFIA loan reserve from an advance of Commission Measure A sales tax revenue up to $3 million per year from 2019 through 2024 to the extent that 15 Express lanes revenues are not sufficient to fund the TIFIA loan reserve; and • Up to a $38.5 million backstop loan from Commission Measure A sales tax revenues of up to $3.85 million per year to the extent 15 Express Lanes revenues are not sufficient to cover operations and maintenance costs, TIFIA loan mandatory debt service, and TIFIA scheduled interest. -26- 380 15 Express Lanes Fund Notes to Financial Statements June 30, 2023 Note 8. Commitments and Contingencies Cooperative agreements: In January 2017 the Commission entered into a toll operator agreement, for the operations of the 15 Express Lanes. The toll operator is responsible for day-to-day operations of the toll collection system. The toll operator agreement expires in April 2026. In December 2022, the five-year extension options were exercised and the agreement will expire April 2031. The toll operator agreement provides operating services to the Commission in the annual amount of $7,755,600 for the first two years of operations. Thereafter, annual amounts will be based on variable pricing. Purchase commitments: The Fund has entered into other agreements in the ordinary course of business with companies and other governmental agencies related to operations and maintenance. These agreements, which are significant, are funded with available and future revenues. Note 9. Pensions and Other Post -Employment Benefits Other Than Pensions The Fund participates in the Commission's cost -sharing multiple employer defined benefit pension plan administered by the California Public Employees' Retirement System and the Commission's OPEB. Employees of the Fund are employees of the Commission as a whole. The required note disclosures regarding pension plans and OPEB are included in the Commission's financial statements. Please see those financial statements for information about the pension plans and OPEB as a whole. The net pension liability of $73,776 and net OPEB asset of $27,823, reported by the Fund, represent the Fund's proportional share of the Commission's net pension liabilities of $1,868,313 and net OPEB asset of $704,600. The Fund's net pension liabilities and OPEB assets each represent 3.9% of the Commission's net pension liabilities and OPEB assets. For the year ended June 30, 2023, the Fund's contributions recognized as part of pension and OPEB expenses were $340,452 and ($10,146), respectively. Note 10. Pronouncements Issued, Not Yet Effective The GASB pronouncements issued prior to June 30, 2023 that have an effective date that may impact future financial presentations include: • GASB Statement No. 99, Omnibus 2022 (The requirements related to financial guarantees and the classification and reporting derivative instruments within the scope of Statement 53 are effective for fiscal years beginning after June 15, 2023, and all reporting periods thereafter). • GASB Statement No. 100, Accounting Changes and Error Corrections, effective for fiscal years beginning after June 15, 2023; and • GASB Statement No. 101, Compensated Absences, effective for fiscal year beginning after December 15, 2023. -27- 381. RIVERSIDE COUNTY TRANSPORTATION COMMISSION Riverside County Transportation Commission (951) 787-7141 • www.rctc.org 4080 Lemon Street, 3rd Floor P.O. Box 12008 • Riverside, CA 92502-2208 382 ATTACHMENT 10 EideBailly CPAs & BUSINESS ADVISORS Independent Auditor's Report on Compliance With Aspects of Contractual Agreements Board of Commissioners Riverside County Transportation Commission Riverside, California We have audited, in accordance with auditing standards generally accepted in the United States of America the financial statements of the Riverside County Transportation Commission (Commission) as of and for the year ended June 30, 2023, and the related notes to the financial statements, which collectively comprise the Commission's basic financial statements, and have issued our report thereon dated October 31, 2023. In connection with our audit, nothing came to our attention that caused us to believe that the Commission failed to comply with the terms, covenants, provisions or conditions of Sections 6.2(g) and 6.2(1) contained in the Reimbursement Agreement, dated October 1, 2014, with State Street Bank and Trust Company, a wholly -owned subsidiary of State Street Corporation, related to the Commercial Paper Notes (Limited Tax Bonds) Series A, insofar as they relate to accounting matters. However, our audit was not directed primarily toward obtaining knowledge of such noncompliance. Accordingly, had we performed additional procedures, other matters may have come to our attention regarding the Commission's noncompliance with the above -referenced terms, covenants, provisions or conditions of the Reimbursement Agreement, insofar as they relate to accounting matters. The report is intended solely for the information and use of the Board of Commissioners and management of the Commission and State Street Bank and Trust Company and is not intended to be, and should not be, used by anyone other than these specified parties. Rancho Cucamonga, California October 31, 2023 What inspires you, inspires us. eidebailly.com 1 10681 Foothill Blvd., Ste. 300 Rancho Cucamonga, CA1730-3831 T 909.466.4410 F 909.466.4431 EOE ATTACHMENT 11 Management Letter For Fiscal Year Ended June 30, 2023 Riverside County Transportation Commission EideBai11y eidebailly.com 384 EideBailly CPAs & BUSINESS ADVISORS To the Management of the Riverside County Transportation Commission Riverside, California In planning and performing our audit of the financial statements of the Riverside County Transportation Commission (Commission) as of and for the year ended June 30, 2023, in accordance with auditing standards generally accepted in the United States of America, we considered the Commission's internal control over financial reporting (internal control) as a basis for designing auditing procedures that are appropriate in the circumstances for the purpose of expressing our opinion on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the Commission's internal control. Accordingly, we do not express an opinion on the effectiveness of the Commission's internal control. During our audit we became aware of a deficiency in internal control other than significant deficiencies and material weaknesses that are opportunities for strengthening internal controls and operating efficiency. The observation and recommendation is summarized below. This letter does not affect our report dated October 31, 2023, on the financial statements of the Commission. We will review the status of these comments during our next audit engagement. We have already discussed these comments and suggestions with various Commission personnel, and we will be pleased to discuss them in further detail at your convenience, to perform any additional study of these matters, or to assist you in implementing the recommendations. CURRENT YEAR OBSERVATIONS AND RECOMMENDATIONS Revenue Agreement Setup in Eden Observation: While RCTC-Finance performed due diligence on Agency funding agreements, it was discovered that a construction cooperative agreement for the 1-215 / Placentia Avenue Interchange (Project) was classified as a "Payable" agreement as opposed to a "Receivable" agreement by Program staff. As a result, this prevented RCTC- Finance staff from determining if the Project had available funds to offset Local funding sources towards the eligible expenditures related to the Project. Recommendation: We recommend the Commission strengthen its internal control process to ensure that all project funding agreements, including amendments, are consistently reported to RCTC-Finance. Management's Response: RCTC-Finance will work with both Program staff to stress the importance with providing accurate and detailed information within internal documents, related to funding agreements. This will ensure eligible Project expenditures are requested to be reimbursed timely by funding agencies. What inspires you, inspires us. eidebailly.com 1 10681 Foothill Blvd., Ste. 300 Rancho Cucamonga, CAVYT30-3831 T 909.466.4410 F 909.466.4431 EOE **************************************** Our audit procedures are designed primarily to enable us to form an opinion on the financial statements, and therefore, may not bring to light all weaknesses in policies or procedures that may exist. We aim, however, to use our knowledge of the Commission gained during our work to make comments and suggestions that we hope will be useful to you. We would be pleased to discuss these comments and recommendations with you at any time. This report is intended solely for the information and use of management of the Commission, and others within the Commission and is not intended to be and should not be used by anyone other than these specified parties. .„4:4 L 7° Rancho Cucamonga, California October 31, 2023 2 386 ATTACHMENT 12 EideBailly CPAs & BUSINESS ADVISORS October 31, 2023 To the Audit Ad Hoc Committee Riverside County Transportation Commission Riverside, California We have audited the financial statements of Riverside County Transportation Commission (Commission), as of and for the year ended June 30, 2023, and have issued our report thereon dated as indicated below: Report Annual Comprehensive Financial Report (ACFR) RCTC 91 Express Lanes Fund RCTC 15 Express Lanes Fund State Transit Assistance Fund Local Transportation Fund State of Good Repair Fund Proposition 1B Rehabilitation, Safety and Security Project Accounts Low Carbon Transit Operations Program Account Single Audit Audit Report Date October 31, 2023 October 31, 2023 October 31, 2023 October 31, 2023 October 31, 2023 October 31, 2023 October 31, 2023 October 31, 2023 October 31, 2023 Professional standards require that we advise you of the following matters relating to our audit. Our Responsibility in Relation to the Financial Statement Audit under Generally Accepted Auditing Standards and Government Auditing Standards and our Compliance Audit under the Uniform Guidance As communicated in our letter dated June 22, 2023, our responsibility, as described by professional standards, is to form and express an opinion about whether the financial statements that have been prepared by management with your oversight are presented fairly, in all material respects, in accordance with accounting principles generally accepted in the United States of America and to express an opinion on whether the Commission complied with the types of compliance requirements described in the OMB Compliance Supplement that could have a direct and material effect on each of the Commission's major federal programs. Our audit of the financial statements and major program compliance does not relieve you or management of its respective responsibilities. Our responsibility, as prescribed by professional standards, is to plan and perform our audit to obtain reasonable, rather than absolute, assurance about whether the financial statements are free of material misstatement. An audit of financial statements includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control over financial reporting. Accordingly, as part of our audit, we considered the internal control of the Commission solely for the purpose of determining our audit procedures and not to provide any assurance concerning such internal control. What inspires you, inspires us. eidebailly.com 1 10681 Foothill Blvd., Ste. 300 Rancho Cucamonga, CA1730-3831 T 909.466.4410 F 909.466.4431 EOE Our responsibility, as prescribed by professional standards as it relates to the audit of the Commission's major federal program compliance, is to express an opinion on the compliance for each of the Commission's major federal programs based on our audit of the types of compliance requirements referred to above. An audit of major program compliance includes consideration of internal control over compliance with the types of compliance requirements referred to above as a basis for designing audit procedures that are appropriate in the circumstances and to test and report on internal control over compliance in accordance with the Uniform Guidance, but not for the purpose of expressing an opinion on the effectiveness of internal control over compliance. Accordingly, as a part of our major program compliance audit, we considered internal control over compliance for these purposes and not to provide any assurance on the effectiveness of the Commission's internal control over compliance. We are also responsible for communicating significant matters related to the audit that are, in our professional judgment, relevant to your responsibilities in overseeing the financial reporting process. However, we are not required to design procedures for the purpose of identifying other matters to communicate to you. We have provided our comments regarding internal controls during our audit in our Independent Auditor's Report on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards dated October 31, 2023. We have also provided our comments regarding compliance with the types of compliance requirements referred to above and internal controls over compliance during our audit in our Independent Auditor's Report on Compliance for the Major Federal Program and Report on Internal Control Over Compliance Required by the Uniform Guidance dated October 31, 2023. Planned Scope and Timing of the Audit We conducted our audit consistent with the planned scope and timing we previously communicated to you. Compliance with All Ethics Requirements Regarding Independence The engagement team, others in our firm, as appropriate, our firm, and other firms utilized in the engagement, if applicable, have complied with all relevant ethical requirements regarding independence. Significant Risks Identified As stated in our auditor's report, professional standards require us to design our audit to provide reasonable assurance that the financial statements are free of material misstatement whether caused by fraud or error. In designing our audit procedures, professional standards require us to evaluate the financial statements and assess the risk that a material misstatement could occur. Areas that are potentially more susceptible to misstatements, and thereby require special audit considerations, are designated as "significant risks". We have identified the following as significant risks. • Management override • Revenue recognition • Subscription -Based Information Technology Arrangements 2 388 Qualitative Aspects of the Entity's Significant Accounting Practices Significant Accounting Policies Management has the responsibility to select and use appropriate accounting policies. A summary of the significant accounting policies adopted by the Commission is included in Note 1 to the financial statements. As described in Note 14, the Commission changed accounting policies related to accounting for certain IT arrangements to adopt the provisions of GASB Statement No. 96, Subscripton-Based Information Technology Arrangements. Accordingly, the accounting change has been retrospectively applied to the financial statements beginning July 1, 2022. No matters have come to our attention that would require us, under professional standards, to inform you about (1) the methods used to account for significant unusual transactions and (2) the effect of significant accounting policies in controversial or emerging areas for which there is a lack of authoritative guidance or consensus. Significant Accounting Estimates Accounting estimates are an integral part of the financial statements prepared by management and are based on management's current judgments. Those judgments are normally based on knowledge and experience about past and current events and assumptions about future events. Certain accounting estimates are particularly sensitive because of their significance to the financial statements and because of the possibility that future events affecting them may differ markedly from management's current judgments. The most sensitive accounting estimates affecting the financial statements are: • Net pension liabilities and net other postemployment benefits (OPEB) assets, disclosures, and related deferred inflows/outflows and expenses are based on actuarial valuations which include assumptions adopted by the California Public Employees' Retirement System (CaIPERS) and the Commission. We evaluated the key factors and assumptions used to develop these estimates and determined that they are reasonable in relation to the basic financial statements taken as a whole. Financial Statement Disclosures Certain financial statement disclosures involve significant judgment and are particularly sensitive because of their significance to financial statement users. The most sensitive disclosures affecting Commission's financial statements relate to: • Net Pension liabilities and Net OPEB assets in Notes 11 and 12, respectively, are sensitive to the underlying actuarial assumptions used including, but not limited to, the investment rate of return and discount rate. As disclosed in Notes 11 and 12, a 1% increase or decrease in the discount rate has a significant effect on the pension and OPEB liabilities/assets. Significant Difficulties Encountered during the Audit We encountered no significant difficulties in dealing with management relating to the performance of the audit. 3 389 Uncorrected and Corrected Misstatements For purposes of this communication, professional standards require us to accumulate all known and likely misstatements identified during the audit, other than those that we believe are trivial, and communicate them to the appropriate level of management. Further, professional standards require us to also communicate the effect of uncorrected misstatements related to prior periods on the relevant classes of transactions, account balances or disclosures, and the financial statements as a whole. Uncorrected misstatements or matters underlying those uncorrected misstatements could potentially cause future -period financial statements to be materially misstated, even though the uncorrected misstatements are immaterial to the financial statements currently under audit. The following summarizes uncorrected financial statement misstatements whose effects in the current and prior periods, as determined by management, are immaterial, both individually and in the aggregate, to the financial statements taken as a whole. Governmental Activities Overstatement of Lease Liabilities $1,550,023 Overstatement of Right -To -Use Assets 1,464,811 Overstatement of expense 85,212 The effect of these uncorrected misstatements, including the effect of the reversal of prior year uncorrected misstatements as of and for the year ended June 30, 2023, is an understatement of net position of $85,212. Disagreements with Management For purposes of this letter, professional standards define a disagreement with management as a matter, whether or not resolved to our satisfaction, concerning a financial accounting, reporting, or auditing matter, which could be significant to the financial statements or the auditor's report. No such disagreements arose during the course of the audit. Circumstances that Affect the Form and Content of the Auditor's Report For purposes of this letter, professional standards require that we communicate any circumstances that affect the form and content of our auditor's report. As described in Note 14 to the financial statements, due to the adoption of GASB Statement No. 96, Subscription -Based Information Technology Arrangements, the Commission restated opening balances as of July 1, 2022. We have included an emphasis of matter in our report regarding this restatement. Representations Requested from Management We have requested certain written representations from management which are included in the management representation letter dated October 31, 2023. Management's Consultations with Other Accountants In some cases, management may decide to consult with other accountants about auditing and accounting matters. Management informed us that, and to our knowledge, there were no consultations with other accountants regarding auditing and accounting matters. 4 390 Other Significant Matters, Findings, or Issues In the normal course of our professional association with the Commission, we generally discuss a variety of matters, including the application of accounting principles and auditing standards, significant events or transactions that occurred during the year, operating conditions affecting the entity, and operating plans and strategies that may affect the risks of material misstatement. None of the matters discussed resulted in a condition to our retention as Commission's auditors. Other Information Included in Annual Reports Pursuant to professional standards, our responsibility as auditors for other information, whether financial or nonfinancial, included in the Commission's annual reports, does not extend beyond the financial information identified in the audit report, and we are not required to perform any procedures to corroborate such other information. Additionally, in accordance with such standards, we have read the introductory and statistical sections of the Commission's annual report and considered whether such information, or the manner of its presentation was materially inconsistent with its presentation in the financial statements. Our responsibility also includes communicating to you any information which we believe is a material misstatement of fact. Nothing came to our attention that caused us to believe that such information, or its manner of presentation, is materially inconsistent with the information, or manner of its presentation, appearing in the financial statements. Group Audits The financial statements include the financial statements of the Service Authority for Freeway Emergencies (SAFE), a blended component unit of the Commission, which for the purposes of our audit we do not consider to be a significant component within the financial statements. Consistent with the audit of the financial statements as a whole, our audit included obtaining an understanding of SAFE and its environment, including internal control, sufficient to assess the risks of material misstatement of the financial statements and completion of further audit procedures. This report is intended solely for the information and use of the Board of Commissioners, the Audit Ad Hoc Committee, and management of the Commission and is not intended to be, and should not be, used by anyone other than these specified parties. Rancho Cucamonga, California 5 391 ATTACHMENT 13 EideBailly CPAs & BUSINESS ADVISORS Independent Accountant's Report on the Article XII-B Appropriations Limit Calculation Board of Commissioners Riverside County Transportation Commission Riverside, California We have performed the procedures enumerated below, on the Appropriations Limit Calculation of the Riverside County Transportation Commission (Commission) prepared in accordance with Article XIII-B of the California Constitution for the fiscal year ended June 30, 2023. The Commission's management is responsible for the Appropriations Limit Calculation. The Commission has agreed to and acknowledged that the procedures performed are appropriate to meet the intended purpose of evaluating the Appropriations Limit Calculation and we will report on findings based on the procedures performed. This report may not be suitable for any other purpose. The procedures performed may not address all the items of interest to a user of this report and may not meet the needs of all users of this report and, as such, users are responsible for determining whether the procedures performed are appropriate for their purposes. The procedures and the associated findings are as follows: 1. We obtained the completed worksheets setting forth the calculations necessary to establish the Commission's 2022-23 appropriations limit and compared the limit and annual adjustment factors included in those worksheets to the limit and annual adjustment factors that were adopted by resolution of the Board of Commissioners. We also compared the population and inflation options included in the aforementioned worksheets to those that were selected by a recorded vote of the Board of Commissioners. Finding: No exceptions were found as a result of this procedure. 2. We added last year's limit to the annual adjustment amount and compared the resulting amount to the 2022-23 appropriations limit. Finding: No exceptions were found as a result of this procedure. 3. We compared the current year information to the worksheets described in Procedure 1 above and to information provided by the California State Department of Finance. Finding: No exceptions were found as a result of this procedure. What inspires you, inspires us. eidebailly.com 1 10681 Foothill Blvd., Ste. 300 Rancho Cucamonga, CA ? 0-3831 T 909.466.4410 F 909.466.4431 EOE 4. We agreed the prior year appropriations limit to the prior year appropriations limit adopted by the Board of Commissioners. Finding: No exceptions were found as a result of this procedure. We were engaged by the Commission to perform this agreed -upon procedures engagement and conducted our engagement in accordance with attestation standards established by the American Institute of Certified Public Accountants. We were not engaged to and did not conduct an examination or review, the objective of which would be the expression of an opinion or conclusion, respectively, on the Appropriations Limit Calculation. Accordingly, we do not express such an opinion or conclusion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you. We are required to be independent of the Commission and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements related to our agreed -upon procedures engagement. No procedures have been performed with respect to the determination of the appropriation limit for the base year, as defined by Article XIII-B of the California Constitution. This report is intended solely for the information and use of the Board of Commissioners and management of the Commission and is not intended to be and should not be used by anyone other than these specified parties. Rancho Cucamonga, California October 31, 2023 2 393 ATTACHMENT 14 Measure A Commuter Assistance Program Agreed -Upon Procedures June 30, 2023 Riverside County Transportation Commission EideBai11y eidebailly.com 394 Riverside County Transportation Commission Measure A Commuter Assistance Program Table of Contents June 30, 2023 Independent Accountant's Agreed -Upon Procedures Report 1 Schedule of Selected Purchases of Gift Cards by the Contractor 4 Schedule of Selected Employee Incentive Payments Made by the Contractor 5 395 EideBailly CPAs & BUSINESS ADVISORS Independent Accountant's Report To the Board of Commissioners Riverside County Transportation Commission Riverside, California We have performed the procedures enumerated below, on certain requirements of the Riverside County Transportation Commission's (Commission or RCTC) agreement with William Sale Partnership USA Inc. (WSP) to administer its Measure A Commuter Assistance Program (Program) for the year ended June 30, 2023. The Commission's management is responsible for the administration and operation of the Program. As background information for this engagement to perform agreed -upon procedures, we were provided with: Resolution No. 22-002, Resolution of the Commission Amending Guidelines for the administration of the Measure A funded Commuter Incentive Programs, and Agreement No.15-41-038-00, Agreement for Commuter Assistance Program Graphic Design and Program Administration Services between WSP USA Inc. and the Commission, entered into as of June 1, 2015 for the period of June 1, 2015 to June 30, 2024, as amended per Amendments Nos. 1 to 6, and the Inland Empire (IE) Commuter Incentives Programs and Processes Standard Operating Procedures. In addition, we received an explanation of the WSP registration process with the employer and employee from staff at WSP. The Commission has agreed to and acknowledged that the procedures performed are appropriate to meet the intended purpose of assessing WSP's compliance with the agreement and we will report on findings based on the procedures performed. This report may not be suitable for any other purpose. The procedures performed may not address all the items of interest to a user of this report and may not meet the needs of all users of this report and, as such, users are responsible for determining whether the procedures performed are appropriate for their purposes. The procedures and the associated findings are as follows: 1. Obtain an understanding of the Administration of the Measure A Commuter Assistance Program by reading Resolution No. 22-002, Resolution of the Commission Amending Guidelines for the Administration of the Measure A Funded Commuter Incentive Program. Finding: No exceptions were found as a result of performing this procedure. What inspires you, inspires us. eidebailly.com 1 10681 Foothill Blvd., Ste. 300 Rancho Cucamonga, CA ? 0-3831 T 909.466.4410 F 909.466.4431 EOE 2. Obtain a listing of all disbursements to vendors and invoiced to the Commission for reimbursement by WSP for the purchase of gift cards for the year ending June 30, 2023, and haphazardly select a sample of 10 items for the year for the testing and report any findings (see Exhibit 1). The procedures related to Exhibit 1 are as follows: a. Agree the amount recorded as disbursed by WSP to cancelled checks. b. Agree the amount recorded as itemized in WSP invoices to the Commission's accounting records. c. Agree the amount recorded and the payee on the Check Request Register to the log of requested gift cards maintained by WSP. Finding: No exceptions were found as a result of performing these procedures. 3. Obtain the "Commission Payments by Employer" reports that list recorded disbursements made to recipients by WSP for the year and haphazardly select a sample of 10 items for the year for testing and report any findings (see Exhibit 2). Our procedures and findings related to Exhibit 2 are as follows: a. Determine that the employer was registered by inspecting the Employer Partnership Agreement (EPA). b. Determine that the employee was registered by inspecting the Incentive Application Form (Application). c. Agree WSP's disbursements to the Application and observe proper approval of the Application. d. Recalculate the number of days the employee participated in each rideshare mode and the incentive earned for each rideshare mode and agree those totals to the amounts listed on the monthly incentive claim form in order to mathematically check the monthly claim form. e. Agree the daily amount per mode of transportation to the amount approved in the EPA. f. Agree the recorded disbursement amount per the WSP Incentive Payment Report to the employer transmittal letter. Finding: No exceptions were found as a result of performing these procedures. 4. Compare WSP's total gift card inventory balance as of June 30, 2023, to the inventory schedule which denotes the amount of gift cards on hand at that date and report the results. In addition, 100% of the gift cards as reported on the inventory schedule on June 30, 2023, will be selected for recount. Finding: We met with the WSP Incentive Specialist virtually to conduct a gift card inventory of gift cards for Riverside County Service Authority for Freeway Emergencies (RC Safe), RCTC, and the San Bernardino County Transportation Authority (SBCTA) (all funded by RCTC). No exceptions were found as a result of performing this procedure. Amazon Stater Bros. Target Wal-Mart Total RC Safe $ 1,585 $ 2,755 $ 3,080 $ 3,000 $ 10,420 RCTC Advantage Rideshare Program 10,470 9,970 15,775 12,365 48,580 SBCTA Option Rideshare Program 11,680 13,065 7,370 19,995 52,110 $ 111,110 2 397 5. Confirm that the storage and security of gift cards by WSP is consistent with IE Commuter Standard Operating Procedures. Finding: The Incentives Programs and Processes Standard Operating Procedures note that gift cards are secured in a safe. Monthly, the gift cards are manually counted by the Incentives Specialist and Manager where they are logged on the Monthly Inventory Spreadsheet. No exceptions were found as a result of performing these procedures. We were engaged by the Commission to perform this agreed -upon procedures engagement and conducted our engagement in accordance with attestation standards established by the American Institute of Certified Public Accountants. We were not engaged to and did not conduct an examination or review, the objective of which would be the expression of an opinion or conclusion, respectively, on compliance with the Commission's agreement with WSP to administer the Program. Accordingly, we do not express such an opinion or conclusion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you. We are required to be independent of the Commission and WSP and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements related to our agreed -upon procedures engagement. This report is intended solely for the information and use of the Board of Commissioners and management of the Commission and is not intended to be and should not be used by anyone other than these specified parties. Rancho Cucamonga, California October 31, 2023 3 398 Exhibit 1 Riverside County Transportation Commission Measure A Commuter Assistance Program Schedule of Selected Purchases of Gift Cards by the Contractor Fiscal Year Ended June 30, 2023 Check Date Project Vendor Check Number Amount 07/26/2022 IE Commuter Incentive Program Amazon 2349195 $ 9,000 07/26/2022 IE Commuter Incentive Program Stater Bros* 4034241 19,998 07/26/2022 IE Commuter Incentive Program Target 4034251 5,000 07/26/2022 IE Commuter Incentive Program Wal-Mart 4034305 15,000 07/28/2022 IE Commuter Incentive Program Stater Bros* 4034590 2,499 08/04/2022 IE Commuter Incentive Program Wal-Mart 4035393 3,500 10/20/2022 IE Commuter Incentive Program Amazon 2420215 40,000 12/20/2022 IE Commuter Incentive Program Amazon 2470180 10,000 12/29/2022 IE Commuter Incentive Program Amazon 2477667 20,000 03/07/2023 IE Commuter Incentive Program Target 4056295 10,000 * Gross amount of the gift cards purchased was $23,680 as a discount was provided totaling $1,183. 4 399 Exhibit 2 Riverside County Transportation Commission Measure A Commuter Assistance Program Schedule of Selected Employee Incentive Payments Made by the Contractor Fiscal Year Ended June 30, 2023 Employer Name Participant Incentive Disbursement Commute Initials Type Date Mode Amount Soboba Casino T.R. Stater Bros 7/14/2022 Carpool $ 125 California School for the Deaf A.J. Target 9/1/2022 Bus 125 County of Orange M.M. Target 9/18/2022 Rail 125 Loma Linda University Health (LLUH) A.C. Stater Bros 10/20/2022 Carpool 125 NFI Industries J.B. Target 6/6/2023 Carpool 125 Fontana Unified School District N.M. Amazon 8/8/2022 Carpool 125 University of California Riverside (UCR) F.F Amazon 9/21/2022 Vanpool 125 Cathay Bank L.C. Target 1/17/2023 Carpool 85 Ventura Foods A.D. Walmart 3/14/2023 Carpool 125 City of Santa Ana (Police Department) E.A. Amazon 6/21/2023 Carpool 125 5 400 ATTACHMENT 15 RIVERSIDE COUNTY TRANSPORTATION COMMISSION October 31, 2023 4080 Lemon Street, 3rd Floor • Riverside, CA Mailing Address: P.O. Box 12008 • Riverside, CA 92502-2208 951.787.7141 • 951.787.7920 • www.rctc.org Board of Commissioners Riverside County Transportation Commission Riverside, California The Annual Comprehensive Financial Report (ACFR) of the Riverside County Transportation Commission (Commission) for the year ended June 30, 2023 is hereby submitted for your receipt and acceptance. The ACFR is presented in three sections consisting of Introductory, Financial, and Statistical. The Financial Section includes the audited financial statements and other supplementary information and the independent auditor's report on those financial statements. Management of the Commission is responsible for the financial statements and other information presented in the ACFR. As the Executive Director and Chief Financial Officer of the Commission, we have reviewed the ACFR for the year ended June 30, 2023. Based on our knowledge, the ACFR does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made in the ACFR not misleading with respect to the period covered by the ACFR. Additionally, based on our knowledge, the financial statements and other financial information included in the ACFR fairly present in all material respects the financial condition and results of operations of the Commission as of and for the year ended June 30, 2023. Anne Mayer, Executive Director Sergio Vidal, Chief Financial Officer 401 ATTACHMENT 16 RIVERSIDE COUNTY TRANSPORTATION COMMISSION October 31, 2023 4080 Lemon Street, 3rd Floor • Riverside, CA Mailing Address: P.O. Box 12008 • Riverside, CA 92502-2208 951.787.7141 • 951.787.7920 • www.rctc.org Board of Commissioners Riverside County Transportation Commission Riverside, California In connection with the submission of the Annual Comprehensive Financial Report (ACFR) of the Riverside County Transportation Commission (Commission) for the year ended June 30, 2023, as the management and Directors of the Commission, we understand that we are responsible for the operations and activities of the Commission's programs, projects, and administration. Accordingly, we hereby make the following representations based upon our knowledge. We are responsible for establishing and maintaining controls and procedures related to these operations and activities. We have designed such controls and procedures to ensure that material information is made known to us, particularly during the year ended June 30, 2 02 3. The controls and procedures have been effective for the year ended June 30, 2023 and through the date of this letter. There have been and are no significant deficiencies in the design or operation of internal controls regarding financial reporting for the same period which could adversely affect the Commission's ability to record, process, summarize and report financial data. There have been and are no material weaknesses in internal controls. There have been no significant changes in internal control or in other factors that could significantly affect internal controls subsequent to June 30, 2023. Management also recognizes its responsibility for fostering a strong ethical climate so that the Commission's affairs are conducted according to the highest standards of personal and organizational conduct. In connection with this responsibility, we are not aware of any fraud, whether or not material, that involves management or other employees who have a significant role in the Commission's internal controls. Aaron Hake Anne Mayer, Executive Director Aaron Hake, Deputy Executive Director Sergio Vidal Jillian Guizado Sergio Vidal, Chief Financial Officer Jillian Guizado, Planning and Programming Director Lorelle Moe -Luna David Thomas Lorelle Moe -Luna, Multimodal Services Director David Thomas, Toll Project Delivery Director Jennifer Crosson David Knudsen Jennifer Crosson, Toll Operations Director David Knudsen, External Affairs Director Erik Galloway Aaron Gabbe Erik Galloway, Project Delivery Director Aaron Gabbe, Regional Conservation Director Lisa Mobley Lisa Mobley, Administrative Services Director/Clerk of the Board 402 Signature: `'--- Email: svidal@rctc.org Signature: Z-,44/-1,7,1*, L.w.sti Email: lmoe-tuna@rctc.org Signature: Ae•e-A_ Email: dknudsen@rctc.org Signature: .Aa4"- 6` Email: agabbe@rctc.org Signature: Email: Imobley@rctc.org Signature: Email: jguizado@rctc.org Signature: a Email: DTHOMAS@RCTC.ORG Signature: Email: egalloway@rctc.org Signature' Jen ,Tcr Crosson (Oct 26, 2023 11:56 PDT) Email: jcrosson@rctc.org Signature: Email: ahake@rctc.org •�1 EideBailly, CPAs & BUSINESS ADVISORS RIVERSIDE COUNTY TRANSPORTATION COMMISSION Communication With Those Charged With Governance 404 December 1 1, 2023 AUDIT SERVICES • Audits of the following: • Annual Comprehensive Financial Report (Annual Report) • 91 Express Lanes Fund • 15 Express Lanes Fund • Local Transportation Fund (LTF) • State Transit Assistance Fund (STAF) • State of Good Repair Fund (SGR) • Proposition 1B Rehabilitation, Safety, and Security Project Accounts (Proposition 1 B) • Low Carbon Transit Operations Program (LCTOP) Account • Audit report on compliance over the major federal program, schedule of expenditures of federal awards and internal control in accordance with 2 CFR 200 (Single Audit) • Reports on internal control over financial reporting and on compliance and other matters in accordance with Government Auditing Standards • Report on compliance with aspects of contractual agreements — Commercial Paper • Perform Agreed Upon Procedures (AUP) on the following: • Appropriations Limit Calculation • Measure A Commuter Assistance Program 405 OUR RESPONSIBILITY IN ACCORDANCE WITH PROFESSIONAL STANDARDS • Form and express an opinion about whether the financial statements which are the responsibility of management, with your oversight, are presented fairly, in all material respects, in accordance with U.S. GAAP. • Express an opinion as to whether RCTC complied with direct and material compliance requirements described in the OMB Compliance Supplement for major federal programs. • Our responsibility is to plan and perform our audit to obtain reasonable, rather than absolute, assurance about whether the financial statements are free of material misstatement. • We considered internal control over financial reporting and over direct and material compliance requirements for major federal programs. Such considerations were solely for the purpose of determining our audit procedures and not to provide any assurance concerning such internal control. 406 SUMMARY OF AUDIT RESULTS Financial Statements • Unmodified opinion on the Commission's Annual Report and stand-alone reports Government Auditing Standards • No material weaknesses or significant deficiencies were reported Single Audit • Unmodified opinion on compliance • No material weaknesses, significant deficiencies or compliance findings were reported 407 AUDITOR COMMUNICATIONS 1 Ethics and Independence • We have complied with all relevant ethical requirements regarding independence. Significant Accounting Policies • Summary of significant accounting polices — Note 1 • Adopted GASB 96, Subscription -Based IT Arrangements (SBITAs), effective July 1, 2022- Note 14 Significant Risks Identified • Management Override • Revenue Recognition • SBITAs 408 AUDITOR COMMUNICATIONS Significant Estimates/ Sensitive Disclosures • Net Pension Liability (Note 1 1) • Net Other Postemployment Benefit (OPEB) Asset (Note 1 2) Uncorrected Misstatements • Governmental Activities - Net impact on net position and expenses -$85 thousand (overstatement of lease liabilities and right -to -use assets) AUDITOR COMMUNICATIONS Significant Difficulties • We encountered no significant difficulties in dealing with management. Disagreements with Management • No disagreements arose during the course of the audit. THANK YOU Roger Alfaro Partner ralfaro@eidebailly.com 909.466.4410 EideBailly® CPAs & BUSINESS ADVISORS This presentation is presented with the understanding that the information contained does not constitute legal, accounting or other professional advice. It is not intended to be responsive to any individual situation or concerns, as the contents of this presentation are intended for general information purposes only. Viewers are urged not to act upon the information contained in this presentation without first consulting competent legal, accounting or other professional advice regarding implications of a particular factual situation. Questions and additional information can be submitted to your Eide Bailly representative, or to the presenter of this session. 411 AGENDA ITEM 6C RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: January 10, 2024 TO: Riverside County Transportation Commission FROM: Sergio Vidal, Chief Financial Officer Michele Cisneros, Deputy Director of Finance THROUGH: Anne Mayer, Executive Director SUBJECT: Quarterly Financial Statements STAFF RECOMMENDATION: This item is for the Commission to: 1) Receive and file the Quarterly Financial Statements for the three months ended September 2023. BACKGROUND INFORMATION: During the first three months of the fiscal year, staff monitored the revenues and expenditures of the Commission. The first quarter of the fiscal year is primarily directed toward completing fiscal year-end activities for the prior year. Staff expects most categories to present a more realistic outlook beginning in the second quarter. The operating statement shows the Measure A and Local Transportation Fund (LTF) sales tax revenues for the first quarter at 7 percent of the budget. This is a result of Governmental Accounting Standards Board (GASB) Statement No. 33, Accounting and Financial Reporting for nonexchange Transactions. GASB Statement No. 33 requires sales tax revenues to be accrued for the period in which they are collected at the point of destination or sale, as applicable. The California Department of Tax and Fee Administration collects the sales tax funds and remits these funds to the Commission after the reporting period for the businesses. This creates a two -month lag in the receipt of revenues by the Commission. Accordingly, these financial statements reflect the revenues related to collections for July 2023. On a cash basis, the Measure A and LTF sales tax receipts are 2.04 higher and 0.75 lower, respectively, than the same period last fiscal year. State Transit Assistance revenues, including State of Good Repair for the first quarter of Fiscal Year 2023/24, are expected to be received in the second quarter of FY 2023/24. Staff will continue to monitor the trends in the sales taxes and report to the Commission any necessary adjustments in revenue projections. Federal, state, and local reimbursements are generally on a reimbursement basis. The Commission will receive these revenues as eligible project costs are incurred and invoiced to Agenda Item 6C 412 the respective agencies. The negative revenue amounts for federal, state, and local reimbursements reflect the reversal of the FY 2022/23 accrued revenues at the beginning of FY 2023/24 in excess of amounts billed during the first quarter. Reimbursement invoices for expenditures for the first quarter will be prepared and submitted in the second quarter. During the FY 2023/24 budget process, the Commission estimated the Transportation Uniform Mitigation Fee (TUMF) revenues at $31 million passed through from Western Riverside Council of Governments. During the first quarter of FY 2023/24, the Commission has not received TUMF revenues. The Commission expects to receive the first quarter revenues in the second quarter. The negative TUMF zone revenue reimbursement reflects the reversal of the FY 2022/23 accrued revenues at the beginning of FY 2023/24 in excess of amounts billed during the first quarter for the 1-10 Highland Springs Avenue Interchange project. The RCTC 91 Express Lanes and 15 Express Lanes toll revenues, penalties, and fees are at $20,620,387 and $10,514,739, respectively, totaling $31,135,126 for the first quarter of FY 2023/24. The operating statement shows toll revenues, penalties, and fees at 32 percent of the budget. This reflects periodic toll rate changes made based on traffic volumes according to the approved toll policy on the RCTC 91 Express Lanes. Staff will continue to monitor the toll transactions and/or trips and non -toll revenues. The operating statement shows other revenues at 42 percent of the $723,500 budget and reflects property management lease revenues. During the FY 2023/24 budget process, the Commission estimated investment income at $13,242,700 due to current market conditions. The operating statement shows investment income, which includes net unrealized investment gains and losses at $2,673,834. The expenditures/expenses and other financing sources/uses categories are in line overall with the expectations with the following exceptions: • Salaries and benefits are under budget primarily due to unfilled positions for an Accounting Technician, IT Administrator, and Senior Capital Projects Manager; • Professional services are under budget primarily due to unused budget authority for general legal services; financial advisory services; audit services; rail operations and development activities; and highway, commuter assistance, specialized transportation, and regional conservation other professional services; • Support costs are under budget due to unused budget authority for rail station maintenance and repairs; express lanes operations and maintenance; call box maintenance and repairs; advertising; and software and computer maintenance and repairs; • Program operations are under budget due to unused budget authority for rail station security; toll operations; motorist and commuter assistance program operations; and highway and rail program management; Agenda Item 6C 413 • The status of significant Commission capital projects (engineering, construction, design - build, and right of way/land) with budget amounts exceeding $5 million is discussed within Attachment 1; • Operating and capital disbursements are made as claims are submitted to the Commission by transit operators; • Special studies unused budget authority is related to feasibility studies; • Local street and roads expenditures are related to Measure A sales tax revenues. These financial statements reflect the turnback payments through July 2023; • Regional arterial expenditures represent expenditures for the highway and regional arterial program administered by the Coachella Valley Association of Governments (CVAG). CVAG requests reimbursements from the Commission based on available funds and sufficient budget authority; • Debt service principal payments are made annually on June 1, while debt service interest payments are made semiannually on December 1 and June 1. In accordance with the applicable accounting standards related to the Enterprise funds, both the RCTC 91 and 15 Express Lanes Enterprise funds record accrued and compounded interest on its related debt such as the RCTC 91 Express Lanes 2021 Toll Refunding Bonds and 2013 Toll Revenue Bonds, Series B capital appreciation bonds for the 91 Project as well as the Transportation Infrastructure Finance and Innovation Act (TIFIA) loan for the 15 Express Lanes project. Therefore, $L4 million of the $7 million interest cost through the first quarter will not be paid in the current year for the RCTC 91 and 15 Express Lanes Enterprise funds and therefore, not included in the FY 2023/24 budget; • Capital outlay expenditures are under budget due to unused budget authority for office improvements, property improvements for station rehabilitation, toll operations equipment, and Commission network, hardware, and software improvements; • Depreciation is recorded as part of the accrual adjustments in the RCTC 91 and 15 Express Lanes Enterprise funds accounting records; however, depreciation is considered a non -cash transaction and not included in the FY 2023/24 budget; and • Transfers in and out include the first quarter administrative cost allocation process, Measure A Sales Tax Bonds debt funding, and LTF disbursements for planning and programming activities. FISCAL IMPACT: This is an information item. There is no fiscal impact. Attachments: 1) Quarterly Project Status — September 2023 2) Quarterly Financial Statements — September 2023 Agenda Item 6C 414 ATTACHMENT 1 RIVERSIDE COUNTY TRANSPORTATION COMMISSION QUARTERLY PROJECT STATUS lsf QUARTER FOR THREE MONTHS ENDED 9/30/2023 Project Description FY 2023/24 through 15t Quarter Budget Expenditures through 1st Quarter Actuals Project Status 91 Express Lanes (P009103 & P009104) These projects provide repair and rehabilitation of SR -91 general purpose and express lanes, as well as the implementation of a new back -office system. The FY2023/24 budget amount is $8,516,200. 1-15 Express Lanes Southern Extension (P003044) The project will add express lanes between SR -74 and Cajalco Road. The estimated project cost is $544 million with the Project Approval and Environmental Document (PA/ED) phase of work funded by federal Congestion Mitigation and Air Quality (CMAQ) funds and Measure A. The FY 2023/24 budget amount is $13,439,000. 15/91 Express Lanes Connector (P003039) The 15/91 Express Lane Connector (ELC) project constructs an express lanes median direct connector from southbound 1-15 to westbound SR -91 and from eastbound SR -91 to northbound 1-15 in the city of Corona. The project also adds tolled express lanes in each direction of 1-15 from the 15/91 ELC to Hidden Valley Parkway; adds a tolled express lane in each direction of SR -91 from east of Lincoln Avenue to the 15/91 ELC; extends the tolled express lane along eastbound SR -91 from 1-15 to west of Promenade Avenue; and extends an eastbound auxiliary lane along SR -91 from west of 1-15 to west of Promenade Avenue. The project also includes the addition of a toll collection system infrastructure along 1-15 and SR -91. The estimated project cost is $270 million and the project is partially funded by state funds allocated under Senate Bill (SB) 132 legislation. The connector is expected to open to traffic in 2023. The FY 2023/24 budget amount is $38,389,000. $2,181,550 2,041,950 8,835,550 $1,240,638 The under run of the FY 2023/24 budget at the first quarter is due to lower than anticipated expended costs for Phase 2 corridor improvements and associated project construction management ($0.2 million) and back -office system implementation ($0.6 million). 366,459 The under run of the FY 2023/24 budget at the first quarter is due to lower than anticipated expended costs for the preliminary engineering and environmental document contract ($1.0 million), program management, staff labor, legal, and other professional services ($0.6 million). 3,320,578 The under run of the FY 2023/24 budget at the first quarter is due to delayed invoicing from the design builder ($4.3 million) and lower than anticipated expended costs from the project construction management contract ($0.8 million), and toll marketing ($0.2 million). 415 RIVERSIDE COUNTY TRANSPORTATION COMMISSION QUARTERLY PROJECT STATUS 1st QUARTER FOR THREE MONTHS ENDED 9/30/2023 Project Description FY 2023/24 through 15t Quarter Budget Expenditures through 1st Quarter Actuals Project Status Mid County Parkway (MCP) (P002302, P002317, P002320, P002324, & P002328) The environmental document fora new corridor from 1-215 to SR -79 was approved in April 2015. The first design package is under construction. Construction of this new facility will be completed over many years as funding becomes available; the total project cost is estimated at $1.3 to $2.1 billion. The FY 2023/24 budget amount is $33,694,700. 71/91 Connector Project (P003021) The project includes ROW acquisition, utility relocation, and environmental revalidation work for improvements to the 71/91 connector. The estimated project cost is $118 million. The FY 2023/24 budget amount is $66,221,900. Smart Freeways (P003051) The project includes environmental clearance, design, and commence construction of a pilot project to install a smart freeway system on northbound 1-15 in the city of Temecula. The FY 2023/24 budget amount is $16,180,000. 2,493,950 11,060,475 1,040,000 675,917 The under run of the FY 2023/24 budget at the first quarter is primarily due to the following for each project: • MCP: The minimal under run is due to right of way (ROW) acquisition and ROW support ($0.05 million). • MCP I-215/Placentia Interchange: The over run for this project was due to construction and construction management ($0.07 million), that was slightly offset by the under runs in construction support services ($0.03 million) and general legal services ($0.03 million). • MCP Mitigation: The first year of plant establishment was completed at the beginning of the third quarter in FY 2020/21 and the under run in the first quarter of FY 2023/24 was due to mitigation property monitoring ($0.5 million). • MCP2 and MCP3: The Commission approved the shift from MCP2 to MCP3 at the May 2022 Commission meeting. The under run was due to unused ROW acquisition/support services on MCP2 ($0.06 million) and final design on MCP3 ($0.9 million). 8,237,669 (284,228) The under run of the FY 2023/24 budget at the first quarter is due to construction ($1.8 million), construction management services ($0.7 million), less than anticipated costs for construction support ($0.2 million) and program management ($0.2 million). The under run of the FY 2023/24 budget at the first quarter is due to FY 2022/23 accrual reversal, delayed invoicing from the preliminary design firm ($0.5 million), engineering & environmental support services ($0.4 million), and lower than expected costs for construction management ($0.4 million). Construction is not scheduled to commence until the second half of FY 2023/24. 416 RIVERSIDE COUNTY TRANSPORTATION COMMISSION QUARTERLY PROJECT STATUS 1st QUARTER FOR THREE MONTHS ENDED 9/30/2023 Project Description FY 2023/24 through 15t Quarter Budget Expenditures through 1st Quarter Actuals Project Status Santa Ana River Trail Extension (SART) (P007201 & P007202) The Commission provides support to the Riverside County Regional Park and Open Space District (District) for the projects under a cooperative planning and development agreement. The District is the lead agency for environmental compliance for NEPA and CEQA, and the Commission is responsible for project oversight and approval, final design, and construction. The projects are a joint effort with several public and private agencies including the county of Orange and the United States Army Corps of Engineers. The District is responsible for 100% of costs. The FY 2023/24 budget amount is $6,756,700. Moreno Valley -March Field station upgrade (P004026) The project will remove and replace approximately 2.5 miles of existing rail and wood ties with new rail and concrete ties, remove / replace / regrade track ballast, improve track drainage, install new track signals and Positive Train Control system, connect to existing signals and communication systems, build a new second passenger loading platform, extend the existing passenger loading platform to current Metrolink station standards, and perform other improvements necessary to bring the tracks into compliance with Metrolink standards. The FY 2023/24 budget amount is $17,610,100. 1,623,000 3,199,725 177,222 The under run of the FY 2023/24 budget at the first quarter is due to final design ($0.1 million) and preliminary engineering ($0.05 million) for SART 1. Additionally, the underrun in SART 2 is due to ROW acquisition and support ($1.1 million) and final design ($0.1 million). 1,301,132 The under run of the FY 2023/24 budget at the first quarter is due to construction ($0.9 million), construction support ($0.8 million) and construction management ($0.1 million). This list discusses the significant capital projects (i.e., total budgeted costs in excess of $5 million) and related status. Capital project expenditures are generally affected by lags in invoices submitted by contractors and consultants, as well as issues encountered during certain phases of the projects. The capital projects budgets tend to be based on aggressive project schedules. 417 ATTACHMNENT 2 RIVERSIDE COUNTY TRANSPORTATION COMMISSION QUARTERLY BUDGET TO ACTUAL 1ST QUARTER FOR THREE MONTHS ENDED 9/30/2023 FY 2023/24 1 ST QUARTER REMAINING PERCENT BUDGET ACTUAL BALANCE UTILIZATION Revenues Sales tax $ 473,394,500 $ 33,395,842 $ 439,998,658 7% Federal reimbursements 89,308,100 (985,770) 90,293,870 -1% State reimbursements 82,343,100 (5,461,744) 87,804,844 -7% Local reimbursements 30,075,000 2,745,999 27,329,001 9% Transportation Uniform Mitigation Fee 31,000,000 (481,189) 31,481,189 -2% Tolls, penalties, and fees 97,989,000 31,135,126 66,853,874 32% Other revenues 723,500 302,465 421,035 42% Investment income 13,242,700 2,673,834 10,568,866 20% Total revenues 818,075,900 63,324,563 754,751,337 8% Expenditures/Expenses Salaries and benefits 17,563,900 3,547,840 14,016,060 20% Professional and support Professional services 24,592,600 1,709,065 22,883,535 7% Support costs 21,582,000 5,014,680 16,567,320 23% Total Professional and support costs 46,174,600 6,723,745 39,450,855 15% Projects and operations Program operations 49,525,000 3,362,538 46,162,462 7% Engineering 34,591,600 242,616 34,348,984 1% Construction 272,322,900 5,200,463 267,122,437 2% Design Build 37,161,000 2,762,020 34,398,980 7% Right of way/land 45,974,200 (17,082,897) 63,057,097 -37% Operating and capital disbursements 252,272,300 45,887,885 206,384,415 18% Special studies 14,890,000 26,343 14,863,657 0% Local streets and roads 84,545,100 6,557,177 77,987,923 8% Regional arterials 30,000,000 (2,814,996) 32,814,996 -9% Total projects and operations 821,282,100 44,141,149 777,140,951 5% Debt service Principal 32,635,000 - 32,635,000 N/A Interest 58,781,200 7,010,087 51,771,113 12% Total debt service 91,416,200 7,010,087 84,406,1 13 8% Capital outlay Depreciation Total Expenditures/Expenses 7,842,200 984,279,000 1,689,733 4,724,773 6,152,467 (4,724,773) 22% N/A 67,837,327 916,441,673 7% Excess revenues over (under) expenditures/expenses (166,203,100) (4,512,764) (161,690,336) 3% Other financing sources/(uses) Transfer in 212,463,600 37,826,206 174,637,394 18% Transfer out (212,463,600) (37,826,206) (174,637,394) 18% Total financing sources/(uses) - - N/A Net change in fund balances (166,203,100) (4,512,764) 161,690,336 3% Fund balance July 1, 2023 1,382,220,300 1,200,727,959 (181,492,341) 87% Fund balance September 30, 2023 $ 1,216,017,200 $ 1,196,215,195 $ (19,802,005) 98% 418 RIVERSIDE COUNTY TRANSPORTATION COMMISSION QUARTERLY BUDGET TO ACTUAL BY FUND 1ST QUARTER FOR THREE MONTHS ENDED 9/30/2023 SPECIAL REVENUE FUNDS MEASURE A SALES TAX TRANSPORTATION DEVELOPMENT ACT GENERAL FUND FSP/ COACHELLA PALO VERDE LOCAL TRANSPORTATION STATE TRANSIT TRANSPORTATION UNIFORM COACHELLA OTHER AGENCY REGIONAL SAFE WESTERN COUNTY VALLEY VALLEY FUND ASSISTANCE STATE OF GOOD REPAIR MITIGATION FEE (TUMF) VALLEY RAIL PROJECTS CONSERVATION 58132 Revenues Sales tax $ - $ - $ 17.367,972 $ 4,172,015 $ 83,004 $ Federal reimbursements (1,948,629) - 962,859 State reimbursements (43,238) 560,409 (4,178,924) - Local reimbursements 20 434 635.219 - - Transportation Uniform Mitigation Fee - - Tolls, penalties, and fees - - - - Other revenues - - 271,220 - Investment income 214,023 39,798 - Total revenues (1,991,847) 560,843 15.272,369 4,211,813 83,004 11,772,851 $ $ 79,597 79,597 (143,169) (143,169) $ - $ (250,000) (481,189) 6,000 79,597 $ - $ 177,235 1,933,091 (1,406,822) Expenditures/Expenses Salaries and benefits 1,701,988 24,153 630,483 - Professional and support Professional services 451,227 (36,165) 462,659 1,468 Support costs 1,411,771 12,618 940,260 - 11,772,851 2,937 (25,000) (645,592) - 177,235 1,933,091 (1,406,822) 34,779 11,089 17,005 679,792 82,127 42,903 16,796 1,687 510,438 3,497 232 692 (13) 265,145 1,928 Total Professional and support costs 1,862,998 (23,547) 1,402,919 1,468 Projects and operations Program operations Engineering Construction Design Build Right of way/land Operating and capital disbursements Special studies Local sheetsand roads. Regional arterials Total projects and operations Debt service Principal Interest Total debt service 9,644 681,251 1,401,805 260,398 - 6.420.689 - (647,243) - (17,011,219) 36,852 - 247,336 26,343 - 5,013,968 2,937 (25,000) 43,135 17,488 1,674 775,583 5,425 35.032 1,836 24,460 6,971 81,750 - - (135.314) 117,532 - - - - (450.106) - - (1,183,056) - - - - - - - - - 2,880,135 (288,505) - 16,994 152,458 47,375 2,068,750 - 44,572,074 (946,528) (90,599) - - 1,460,205 83,004 (2,814,996) 72,839 681,251 (4,314,266) 713,959 83,004 44,572,074 (946,528) (90,599) (838,893) 1,836 158,986 159,429 1,826,204 Capital outlay 13,853 369 1,675,511 Depreciation - - Total Expenditures/Expenses 3,651,678 682,226 (605,353) 715,427 83,004 44,572,074 (943,591) (115,599) (760,979) 30,413 177,665 1,614,804 1,913,756 Excess revenues over (under) (5,643,525) (121,383) 15,877,722 3,496,386 Other financing sources/(uses) Transfer in Transfer out Total financing sources/(uses) Net change in fund balances Fund balance July 1, 2023 Fund balance September 30, 2023 15,275,258 - 1;912;772 (258,500) (66,500) (18,458,394) (156,900) (6,500) 15,016,758 (66,500) (16,545,622) (156,900) (6,500) (32,799,223) 1,023,188 (27,570) 115,387 (30,413) (430) 318,287 (3,320,578) (12,758,758) (12,758,758) (6,500) (6,500) 13,634 - 3,320,578 (21,200) (5,300) - (318,900) (7,566) (5,300) - (318,900) 3,320,578 9,373,233 (187,883) (667,900) 3,339,486 (6,500) 37,100,151 13,328,700 438,154,128 96,210,303 $ 46,473,384 $ 13,140,817 $ 437,486228 $ 99,549,789 $ (6,500) $ (45,557,981) 1,016,688 (27,570) 107,821 (35,713) (430) (613) 336,576,925 142,158,549 12,661,636 148,270,737 2,257,390 28,174 (2,362) 1,003,665 291,018,944 $ 143,175,237 $ 12,634,066 $ 148,378,558 $ 2,221,677 $ 27,744 $ (2,975) $ 1,003,665 419 RIVERSIDE COUNTY TRANSPORTATION COMMISSION QUARTERLY BUDGET TO ACTUAL BY FUND 1ST QUARTER FOR THREE MONTHS ENDED 9/30/2023 ENTERPRISE FUND CAPITAL PROJECTS FUNDS Revenues Sales tax Federal reimbursements State reimbursements Local reimbursements Transportation Uniform Mitigation Fee Tots, penalties, and fees Other revenues Investment income Total revenues Expenditures/Expenses Salaries and benefits Professional and support Professional services Support costs Total Professional and support costs 15 EXPRESS LANES 91 EXPRESS LANES COMMERCIAL PAPER SALES TAX BONDS DEBT SERVICE COMBINED TOTAL 10,514,739 25,245 893,273 11,433,257 21,466.766 20,620,387 846,379 $ - $ - $ - $ 33,395,842 - - (985,770) (5,461,744) - - - 2,745,999 (481,189) 31,135,126 302,465 201,295 228,530 91,342 2,673,834 201,295 228,530 91,342 63,324,563 107,666 258,758 - - - 3,547,840 99,270 1,151,818 1,251,088 1,407,577 - - - 6,723,745 177,348 1,230,229 1,709,065 5,014,680 Projects and operations Program operations 1,074,491 45,298 - - - 3,362,538 Engineering - - - - - 242,616 Construction - 412,936 - - - 5,200,463 Design Build - 529,128 - - - 2,762,020 Right of way/land - - - - - (17,082,897) Operating and capital disbursements - - - - - 45,887,885 Special studies - - - - - 26,343 Local sheetsand roads. - - - - - 6,557,177 Regional arterials - - - - - (2,814,996) Total projects and operations 1,074,491 987,362 - - - 44,141,149 Debt service Principal Interest Total debt service Capital outlay Depreciation Total Expenditures/Expenses Excess revenues over (under) 771,528 6,238,559 - - - 7,010,087 771,528 6,238,559 - - - 7,010,087 1,689,733 3,117,766 1,607,007 - - - 4,724,773 6,322,539 10,499,263 - - - 67,837,327 5,110,718 10,967,503 201,295 228,530 91,342 (4,512,764) Other financing sources/(uses) Transfer in 204 - - - 17,303,760 37,826,206 Transfer out (114,600) (3,741,178) - (1,912,976) - (37,826,206) Total financing sources/(uses) (114,396) (3,741,178) - (1,912,976) 17,303,760 - Net change in fund balances Fund balance July 1, 2023 Fund balance September 30, 2023 4,996,322 262,717,804 267,714,126 7,226,325 (333,152,076) (325,925,751) 201,295 13,392,732 13,594,027 (1,684,446) 18,149,828 16,465,382 17,395,102 (4,512,764) 11,871,675 1,200.727,959 29,266,777 $ 1,196,215,195 420 AGENDA ITEM 60 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: January 10, 2024 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 November 30, 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 (1-15 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 1-15 ELP in separate accounts of the Short -Term Actively Managed Program (STAMP). The Commission completed the 91 Project financing in 2013, the 1-15 ELP and 91 Project completion financing (2017 Financing) in July 2017 and the 2021 91 Project refinancing (2021 Financing) in November 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 1-15 ELP and funded required reserve accounts. Agenda Item 6D 421 The monthly investment report for November 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 November 30, 2023, the Commission's cash and investments were comprised of the following: CASH AND INVESTMENTS PORTFOLIO AMOUNTS 1 Operating Trust Commission -managed STAMP for 91 CIP STAMP for 2017 Financing Total Note:1 Unreconciled and unaudited $ 845,532,820 298,065,346 237,652,793 58,951,595 29,930,430 $ 1,470,132,984 As of November 30, 2023, the Commission's cash and investments are in compliance with both the Commission's investment policy adopted on November 11, 2023, 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 Agenda Item 6D 422 Riverside County Transportation Commission Investment Portfolio Report Period Ended: November 30, 2023 OPERATING FUNDS City National Bank Deposits County Treasurer's Pooled Investment Fund Subtotal Operating Funds FUNDS HELD IN TRUST County Treasurer's Pooled Investment Fund: Local Transportation Fund Subtotal Funds Held in Trust COMMISSION MANAGED PORTFOLIO US Bank Payden & Rygel Operating First American Government Obligation Fund Subtotal Commission Managed Portfolio STAMP PORTFOLIO for 91 CIP 2013 Series A & Series B Reserve Fund 2021 Series B Reserve Fund 2021 Series C Reserve Fund Subtotal STAMP Portfolio - 91 CIP STAMP PORTFOLIO for 2017 Financing Sales Tax 115 ELP Project Revenue Fund Ramp Up Fund Subtotal STAMP Portfolio - 2017 Financing TOTAL All Cash and Investments Notes: ' Unreconciled and unaudited STATEMENT BALANCE 10,483,087 835,049,733 FINANCIAL INSTUTION STATEMENTS RATING MOODYS / S&P 845,532,820 City National Bank Available upon request A3/BBB+ County Treasurer Available upon request 298,065,346 County Treasurer Available upon request 298,065,346 55,552,263 182,100,530 237,652,793 12,849,459 38,359,109 7,743,028 58,951,595 14,143,997 15,786,433 29,930,430 $ 1,470,132,984 US Bank US Bank US Bank US Bank US Bank US Bank US Bank Available upon request Available upon request Available upon request Available upon request Available upon request Available upon request Available upon request $900,000,000 $900,000,000 $700,000,000 $600,000,000 $500,000,000 $400,000,000 $300,000,000 $200,000,000 $100,000,000 N/A COUPON RATE N/A N/A Nature of Investments • STAMP Portfolio for 91 CIP Reserve - 0.87% PAR VALUE • STAMP Portfolio for 91 CIP Residual Fund -2.61% PURCHASE MATURITY YIELD TO DATE DATE MATURITY • STAMP Portfolio for 91 CIP TIFIA Reserve Fund - 0.53% • STAMP Portfolio for 2017 Financing 115 ELP Project Revenue Fund - 0.96% • STAMP Portfolio for 2017 Financing Ramp Up Fund - 1.07% • Commission Managed Portfolio -16.17% • Trust Funds - 20.27% • Operating Funds - 57.51% Available upon request Available upon request Available upon request Available upon request Available upon request Available upon request Available upon request Available upon request N/A N/A PURCHASE MARKET UNREALIZED COST VALUE GAIN (LOSS) 423 AGENDA ITEM 6E RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: January 10, 2024 TO: Riverside County Transportation Commission FROM: Gary Ratliff, Facilities Administrator Erik Galloway, Project Delivery Director THROUGH: Anne Mayer, Executive Director SUBJECT: Agreements for On -Call Maintenance and Repair Services for the Commuter Rail Stations and Toll Facilities STAFF RECOMMENDATION: This item is for the Commission to: 1) Award the following agreements to provide on -call maintenance and repair services for the commuter rail stations and toll facilities for a three-year term, with a one-year option to extend the agreement, for a total aggregate amount not to exceed $16,850,000 a) Agreement No. 24-24-034-00 to 4D Surface Management; b) Agreement No. 24-24-049-00 to Joshua Grading & Excavating; c) Agreement No. 24-24-050-00 to Real Estate Consulting & Services 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements on behalf of the Commission; and 3) Authorize the Executive Director, or designee, to execute task orders awarded to the contractors under the terms of the agreements. BACKGROUND INFORMATION: The Commission owns and operates nine commuter rail stations, (Riverside Downtown, Jurupa Valley-Pedley, Riverside -La Sierra Metrolink, Riverside -La Sierra RTA, Coron-West, Corona -North Main, Riverside- Hunter Park/UCR, Moreno Valley/March Field, Perris -Downtown, and Perris South), Operational Control Center for security operations, and two bus depots located at the La Sierra and Perris -Downtown Stations. Station maintenance, repair, and construction improvement services are essential to preserve and maintain the Commission's property investments as well as provide safe, operational, and functional facilities for the train commuters. On -call maintenance services efficiently and effectively respond to building repairs, emergencies, and safety measures generally related to construction and preservation of pavement surfaces, gates and fencing, safety rail, pathways, shelters, and structures. As an established toll operator for the RCTC 91 Express Lanes and the 15 Express Lanes, the Commission owns five toll facilities, consisting of a warehouse/maintenance building and two Agenda Item 6E 424 adjacent office buildings for toll business operations. Additionally, there are two utility buildings located within the RCTC 91 Express Lanes. Each of these facilities requires routine maintenance, inspection, and repair services to maintain and preserve the Commission's property and provide toll patrons services and staff a base of operations. The 17 Commission owned and operated facilities require an on -call certified licensed construction contractor/contractors to provide maintenance, repair, and construction services. Maintenance services are essential for day-to-day operations of these facilities, safety and security of patrons, employees, and contracted services: as well as persevering and maintaining Commission property. Pricing for on -call maintenance, repair and station construction services of Commission owned facilities will be based upon fixed labor rates and pre -established mark-up on material. To maximize competitive pricing and the sizable and varied workload, staff recommends the establishment on an on -call bench of three qualified contractors. The competitive task order format ensures that the Commission is getting a fair and reasonable price for services. Facility maintenance and repair emergencies will be handled on a rotation and availability of vendor response to individual incidents. Pricing of emergency event will be validated with contract rates and current industry cost. Since 2016, staff has used state and federal grant funds whenever possible to upgrade, replace and improve infrastructure and preserve systems throughout station properties. These grant funds have allowed staff to enhance station amenities, ADA access improvements and current standards, bicycle improvement, new asphalt and concrete parking lots, new security fencing, new shelters, elevator upgrades, new canopies, replacement of pathways, surface treatments, and new signage. Utilizing these grant funds has reduced maintenance and repair cost, preserved Commission property, reduced tort liability of properties, and extended service life of inventory. Implementing planned maintenance construction projects and maintenance strategies has reduced Measure A expenditures. Staff continues to plan and identify upgrades, improvements, and replacement of station inventory that grant funds can be utilized for, thus reducing maintenance and operational cost. Upgrades will be funded by state and federal sources as available. Upgrades and improvements will be contingent on review and approval by the Project Delivery Director and lowest proposal price of on -call bench contractors. A task order will be issued for each project and coded to specific federal or state grant accounts as applicable. Procurement Process Staff determined the weighted factor method of source selection to be the most appropriate for this procurement, as it allows the Commission to identify the most advantageous proposals with price and other factors considered. Non -price factors include elements such as qualifications of firm, personnel, and the ability to respond to the Commission's needs for on -call maintenance Agenda Item 6E 425 and repair services as set forth under the terms of the Request for Proposals (RFP) No. 24-24-034-00. RFP No. 24-24-0034-00 for on -call maintenance and repair services was released by staff on October 5, 2023. The RFP was posted on the Commission's PlanetBids website, which is accessible through the Commission's website. Through PlanetBids, 21 firms downloaded the RFP; 11 of these firms are located in Riverside County. Staff responded to all questions submitted by potential proposers prior to the October 26, 2023, clarification deadline date. Five firms - 4D Surface Management, Inc. (Yucaipa); Joshua Grading & Excavating, Inc. (Phelan); MBE Construction (Beaumont); Real Estate Consulting & Services, Inc. (Lake Elsinore), and D'ybanag Construction Company (Perris) — submitted responsive and responsible proposals prior to the submittal deadline on November 14, 2023. Utilizing the evaluation criteria set forth in the RFP, all proposals were evaluated and scored by an evaluation committee comprised of Commission and Bechtel staff. As a result of the evaluation committee's assessment of the written proposals, the evaluation committee determined three firms to be qualified firms to provide on -call maintenance and repair services. The evaluation committee recommends contract awards to these three firms for a three-year term, with a one-year option to extend the agreement, for a total aggregate amount not to exceed $16,850,000 of which $850,000 dollars for routine services and a possible of $16 million dollars for anticipated projects over the four-year contract period. A summary of the proposed costs submitted with the written proposals and the total evaluation score rankings following the evaluation are summarized below: Contractor 4D Surface Management Joshua Grading & Excavating Real Estate Consulting & Services Proposed Cost First 3 Years Option Year (4th Year) Total .111 $2,468,808 $922,512 $3,391,320 Total Evaluation Score Rank $2,953,680 6. $1,117,468 $4,071,148 3 $1,544,640 $633,720 $2,178,360 The multiple award, on -call, indefinite delivery/indefinite quantity task order type contracts do not guarantee work to any of the awardees; therefore, no funds are guaranteed to any contractor. Services under the task order type contracts shall be competitively solicited on an as -needed basis amongst the pre -qualified contractors pursuant to a task order request for bid process. The pre -qualified contractors will be selected for specific tasks based on qualification information contained in their proposals and/or competitive fee proposals for the specific tasks. If the pre -qualified contractor's bid is selected for a specific task, the Commission shall issue a purchase order for the services. The task order request for bid process ensures the Commission is competitively bidding the services to the pre -qualified contractors; and the Commission is Agenda Item 6E 426 establishing a fair and reasonable price for each specific task. The contracts include a statement of services that include a non -exhaustive list of tasks that the contractor may be requested to provide at rail stations and toll facilities. The statement of services also outlines requirements of the contractors for performing the work pertaining to hours during which the maintenance shall be performed, storm water pollution prevention, and use of chemicals. The Commission's model on -call professional services agreement will be entered into with each consultant firm, pursuant to legal counsel review. Staff oversight of the contracts and task orders will maximize the effectiveness of the consultants and minimize costs to the Commission. Financial Information In Fiscal Year Budget: Year: FY 2023/24 FY 2024/25+ Amount: $ 3,500,000 $ $13,350,000 Source of Funds: 2009 Revenues, Transit FEMA Measure State Administration Funds A Western of Good County Rail, Toll Repair, Federal Section 5307 grant, Budget Adjustment: No GL/Project Accounting No.: 244001-733XX-00000-0000 244002-733XX-00000-0000 244003-733XX-00000-0000 244004-733XX-00000-0000 244006-733XX-00000-0000 244010-7330X-00000-0000 244021-7330X-00000-0000 244022-733XX-00000-0000 244024-733XX-00000-0000 004011-90701-00000-0000 001599-733XX-00000-0000 009199-733XX-00000-0000 265-24-73301 265-24-73301 265-24-73301 265-24-73301 265-24-73301 265-24-73301 265-24-73301 265-24-73301 265-24-73301 265-24-90501 515-31-73301 591-31-73301 Fiscal Procedures Approved: /) / Date: 12/12/2023 Attachments: 1) Draft Agreement No. 24-24-034-00 to 4D Surface Management, Inc. 2) Draft Agreement No. 24-24-049-00 to Joshua Grading & Excavating, Inc. 3) Draft Agreement No. 24-24-050-00 to Real Estate Consulting & Services. Agenda Item 6E 427 ATTACHMENT 1 Agreement 24-24-034-00 RIVERSIDE COUNTY TRANSPORTATION COMMISSION ON -CALL MAINTENANCE AND REPAIR SERVICES AGREEMENT 1. PARTIES AND DATE. This Agreement is made and entered into this day of , 2024 by and between the Riverside County Transportation Commission ("Commission") and 4D Surface Management, Inc., a Corporation, with its principal place of business at P.O. Box 123, Yucaipa, CA 92501 ("Contractor"). Commission and Contractor are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement. 2. RECITALS. 2.1 Commission is the Transportation Commission for the County of Riverside and organized under the laws of the State of California with the power to contract for services necessary to achieve its purpose. 2.2 Commission owns and operates nine (9) commuter rail stations, one (1) security command center, one (1) transit center, and five (5) toll facilities serving Riverside County, the addresses and descriptions of which are set forth in Exhibit "A", attached hereto and incorporated herein by reference ("Commuter Rail Stations and Toll Facilities"). 2.3 On or about October 5, 2023, Commission issued a Request for Proposals No. 24-24-034-00 ("RFP"), pursuant to which Commission sought proposals for on -call maintenance and repair services for the Commuter Rail Stations and Toll Facilities. 2.4 Contractor desires to perform and assume responsibility for the provision of on -call maintenance and repair services required by Commission on the terms and conditions set forth in this Agreement and in the task order(s) to be solicited, awarded and authorized by Commission Purchase Orders as further described in this Agreement ("Task Order"). 2.5 The work generally includes the maintenance and repair of the Commuter Rail Stations and Toll Facilities. Contractor represents that it is a professional Contractor, experienced in providing on -call maintenance and repair services to public clients, and is familiar with the plans of Commission. 2.6 Commission desires to engage Contractor to render on -call maintenance and repair services for the Commuter Rail Stations and Toll Facilities. On -call maintenance and repair services shall be generally as set forth in Exhibit "A", attached hereto and incorporated herein by reference. On -call maintenance and repair services shall be ordered by Task Order(s) to be issued pursuant to this Agreement for future projects as set forth herein. The services set 17336.00600\32785614.1 428 forth in Exhibit "A" and each individual project ordered under a Task Order shall be referred to, herein, collectively, as the "Project". 2.7 Services procured under a Task Order may be funded, in whole or in part, with state and/or federal funds. Contractor shall comply with all applicable funding requirements. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Contractor promises and agrees to furnish to Commission all labor materials, tools, equipment, services, and incidental and customary work, as necessary, to fully and adequately provide the on -call maintenance and repair services for the Commuter Rail Stations and Toll Facilities required by Commission, as shall be generally described in Exhibit "A" and as more specifically described in each Task Order, collectively referred to herein as the "Services". On -call Services shall be more particularly described in the individual Task Orders issued by the Commission's Executive Director or designee. No Services shall be performed unless authorized by a Commission Purchase Order for Task Order Services, as further detailed herein. All Services shall be subject to, and performed in accordance with, this Agreement, the relevant Task Order, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations 3.1.2 Term. The term of this Agreement shall be from July 1, 2023 to June 30, 2026, unless earlier terminated as provided herein. Contractor shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Services. 3.2 Responsibilities of Contractor. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Contractor or under its supervision. Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. Commission retains Contractor on an independent contractor basis and not as an employee. Contractor retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Contractor shall also not be employees of Commission and shall at all times be under Contractor's exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 17336.00600\32785614.1 2 429 3.2.2 Task Orders; Commencement and Schedule of Services. Services under this Agreement shall be competitively solicited amongst Contractor and the other firms identified in Section 3.3.2 of this Agreement pursuant to a Task Order request for bid process. If Contractor's Task Order bid is selected for a Project, the Commission shall issue a Purchase Order for the Services. Contractor's agreement to the final terms of a proposed Task Order, Commission's issuance of a Purchase Order and Contractor's commencement of the Services following issuance of the Purchase Order shall indicate the Parties' agreement to the terms of the relevant Task Order. Contractor shall commence Services under a Task Order within five (5) days of receiving a Purchase Order for the Task Order Services from the Commission. Each request for Task Order bids shall identify the funding source(s) to be used to fund the Services under the relevant Task Order, and Contractor shall comply with the requirements specified herein, and in the attached exhibits, applicable to the identified funding source(s). Contractor represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Contractor's conformance with each Schedule, the Commission shall respond to Contractor's submittals in a timely manner. Upon the Commission's request, Contractor shall provide a more detailed schedule of anticipated performance to meet the relevant Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Contractor shall be subject to the approval of Commission. 3.2.4 Commission's Representative. The Commission hereby designates the Executive Director, or his or her designee, to act as its representative for the performance of this Agreement ("Commission's Representative"). Commission's Representative shall have the power to act on behalf of the Commission for all purposes under this Agreement. Contractor shall not accept direction or orders from any person other than the Commission's Representative or his or her designee. 3.2.5 Contractor's Representative. Contractor hereby designates Mike Doucette or his or her designee, to act as its representative for the performance of this Agreement ("Contractor's Representative"). Contractor's Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. The Contractor's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.6 Coordination of Services. Contractor agrees to work closely with Commission staff in the performance of Services and shall be available to Commission's staff, consultants and other staff at all reasonable times. 3.2.7 Standard of Care; Performance of Employees. Contractor shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the professional 17336.00600\32785614.1 3 430 calling necessary to perform the Services. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Contractor shall perform, at its own cost and expense and without reimbursement from the Commission, any services necessary to correct errors or omissions which are caused by the Contractor's failure to comply with the standard of care provided for herein. Any employee of the Contractor or its sub -contractors who is determined by the Commission to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the Commission, shall be promptly removed from the Project by the Contractor and shall not be re-employed to perform any of the Services or to work on the Project. 3.2.8 Period of Performance. Contractor shall perform the Services in strict accordance with any completion schedule or Project milestones described in each Task Order. Contractor agrees that if the Services are not completed within the aforementioned performance time and/or pursuant to any such completion schedule or Project milestones developed pursuant to provisions of this Agreement and included in any Task Order, it is understood, acknowledged and agreed that the Commission will suffer damage. 3.2.9 Disputes. Should any dispute arise respecting the true value of any work done, of any work omitted, or of any extra work which Contractor may be required to do, or respecting the size of any payment to Contractor during the performance of this Contract, Contractor shall continue to perform the Work while said dispute is decided by the Commission. If Contractor disputes the Commission's decision, Contractor shall have such remedies as may be provided by law. 3.2.10 Laws and Regulations; Employee/Labor Certifications. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. If the Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the Commission, Contractor shall be solely responsible for all costs arising therefrom. Commission is a public entity of the State of California subject to, among other rules and regulations, the Public Utilities Code, Public Contract Code, and Labor Code of the State. It is stipulated and agreed that all provisions of the law applicable to the public contracts of a county transportation commissions are a part of this Agreement to the same extent as though set forth herein and will be complied with. These include but are not limited to the payment of prevailing wages, the stipulation that eight (8) hours' labor shall constitute a legal day's work and that no worker shall be permitted to work in excess of eight (8) hours during any one calendar day except as permitted by law. Contractor shall defend, indemnify and hold Commission, its officials, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 17336.00600\32785614.1 4 431 3.2.10.1 Employment Eligibility; Contractor. By executing this Agreement, Contractor verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time. Such requirements and restrictions include, but are not limited to, examination and retention of documentation confirming the identity and immigration status of each employee of the Contractor. Contractor also verifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the term of the Agreement. Contractor shall avoid any violation of any such law during the term of this Agreement by participating in an electronic verification of work authorization program operated by the United States Department of Homeland Security, by participating in an equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, or by some other legally acceptable method. Contractor shall maintain records of each such verification, and shall make them available to the Commission or its representatives for inspection and copy at any time during normal business hours. The Commission shall not be responsible for any costs or expenses related to Contractor's compliance with the requirements provided for in Section 3.2.10 or any of its sub -sections. 3.2.10.2 Employment Eligibility; Subcontractors, Sub - subcontractors and consultants. To the same extent and under the same conditions as Contractor, Contractor shall require all of its subcontractors, sub -subcontractors and consultants performing any work relating to the Project or this Agreement to make the same verifications and comply with all requirements and restrictions provided for in Section 3.2.10.1. 3.2.10.3 Employment Eligibility; Failure to Comply. Each person executing this Agreement on behalf of Contractor verifies that they are a duly authorized officer of Contractor, and understands that any of the following shall be grounds for the Commission to terminate the Agreement for cause: (1) failure of Contractor or its subcontractors, sub - subcontractors or consultants to meet any of the requirements provided for in Sections 3.2.10.1 or 3.2.10.2; (2) any misrepresentation or material omission concerning compliance with such requirements (including in those verifications provided to the Contractor under Section 3.2.10.2); or (3) failure to immediately remove from the Project any person found not to be in compliance with such requirements. 3.2.10.4 Labor Certification. By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.2.10.5 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Contractor shall also comply with all relevant provisions of 17336.00600\32785614.1 5 432 Commission's Disadvantaged Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.2.10.6 Air Quality. Contractor must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the California Air Resources Board (CARB). Contractor shall specifically be aware of the CARB limits and requirements' application to "portable equipment", which definition is considered by CARB to include any item of equipment with a fuel -powered engine. Contractor shall indemnify Commission against any fines or penalties imposed by CARB or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Contractor, its subcontractors, or others for whom Contractor is responsible under its indemnity obligations provided for in this Agreement. 3.2.10.7 Water Quality. (A) Management and Compliance. To the extent applicable, Contractor's Services must account for, and fully comply with, all local, state and federal laws, rules and regulations that may impact water quality compliance, including, without limitation, all applicable provisions of the Federal Water Pollution Control Act (33 U.S.C. §§ 1300); the California Porter -Cologne Water Quality Control Act (Cal Water Code §§ 13000-14950); laws, rules and regulations of the Environmental Protection Agency and the State Water Resources Control Board; the Commission's rules regarding discharges of storm water; and any and all regulations, policies, or permits issued pursuant to any such authority regulating the discharge of pollutants, as that term is used in the Porter -Cologne Water Quality Control Act, to any ground or surface water in the State. (B) Liability for Non -Compliance. Failure to comply with the laws, regulations and policies described in this Section is a violation of law that may subject Contractor or Commission to penalties, fines, or additional regulatory requirements. Contractor shall defend, indemnify and hold the Commission, its officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from and against any and all fines, penalties, claims or other regulatory requirements imposed as a result of Contractor's non-compliance with the laws, regulations and policies described in this Section, unless such non-compliance is the result of the sole established negligence, willful misconduct or active negligence of the Commission, its officials, officers, agents, employees or authorized volunteers. (C) Training. In addition to any other standard of care requirements set forth in this Agreement, Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them without impacting water quality in violation of the laws, regulations and policies described in this Section. Contractor further warrants that it, its employees and subcontractors will receive adequate training, as determined by Commission, regarding the requirements of the laws, regulations and policies described in this Section as they may relate to the Services provided under this Agreement. Upon request, Commission will provide Contractor with a list of training programs that meet the requirements of this paragraph. 17336.00600\32785614.1 6 433 3.2.11 Insurance. 3.2.11.1 Time for Compliance. Contractor shall not commence work under this Agreement until it has provided evidence satisfactory to the Commission that it has secured all insurance required under this section, in a form and with insurance companies acceptable to the Commission. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. 3.2.11.2 Minimum Requirements. Contractor shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Contractor, its agents, representatives, employees or subcontractors. Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001 or exact equivalent); (2) Automobile Liability: Insurance Services Office Business Auto Coverage (form CA 0001, code 1 (any auto) or exact equivalent); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. (B) Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) if Contractor has an employees, Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Practices Liability limits of $1,000,000 per accident. 3.2.11.3 Insurance Endorsements. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms approved by the Commission to add the following provisions to the insurance policies: (A) General Liability. (i) Commercial General Liability Insurance must include coverage for (1) bodily Injury and property damage; (2) personal Injury/advertising Injury; (3) premises/operations liability; (4) products/completed operations liability; (5) aggregate limits that apply per Project; (6) explosion, collapse and underground (UCX) exclusion deleted; (7) contractual liability with respect to this Agreement; (8) broad form property damage; and (9) independent contractors coverage. 17336.00600\32785614.1 7 434 (ii) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; or (3) contain any other exclusion contrary to this Agreement. (iii) The policy shall give the Commission, its directors, officials, officers, employees, and agents insured status using ISO endorsement forms 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (iv) The additional insured coverage under the policy shall be "primary and non-contributory" and will not seek contribution from the Commission's insurance or self-insurance and shall be at least as broad as CG 20 01 04 13, or endorsements providing the exact same coverage. (v) The policy shall not include any restrictions related to indemnity for work performed within fifty (50) feet of Commission's railroad right-of- way/tracks. (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the Commission, its directors, officials, officers, employees and agents shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Contractor or for which the Contractor is responsible; and (2) the insurance coverage shall be primary insurance as respects the Commission, its directors, officials, officers, employees and agents, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any insurance or self-insurance maintained by the Commission, its directors, officials, officers, employees and agents shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way. (C) Workers' Compensation and Employers Liability Coverage. (i) Contractor certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (ii) The insurer shall agree to waive all rights of subrogation against the Commission, its directors, officials, officers, employees and agents for losses paid under the terms of the insurance policy which arise from work performed by the Contractor. (D) Railroad Protective Liability. In addition to the policies specified above, prior to commencing any Task Order work within (50) feet of Commission's railroad right-of-way/tracks, Contractor shall acquire and keep in force during the period of such 17336.00600\32785614.1 8 435 work $2,000,000 (combined single limit)/ $6,000,000 (aggregate limit) of railroad protective liability insurance naming only Commission as the insured. (E) All Coverages. (i) limits set forth hereunder. Defense costs shall be payable in addition to the (ii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits set forth herein shall be available to the Commission, its directors, officials, officers, employees and agents as additional insureds under said policies. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. (iii) The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the Commission (if agreed to in a written contract or agreement) before the Commission's own insurance or self-insurance shall be called upon to protect it as a named insured. The umbrella/excess policy shall be provided on a "following form" basis with coverage at least as broad as provided on the underlying policy(ies). (iv) Contractor shall provide the Commission at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Contractor shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Contractor shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the Commission at least ten (10) days prior to the effective date of cancellation or expiration. (v) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Contractor shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Contractor shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims -made policy with a retroactive date subsequent to the effective date of this Agreement. (vi) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Contractor, and any approval of said insurance 17336.00600\32785614.1 9 436 by the Commission, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Contractor pursuant to this Agreement, including but not limited to, the provisions concerning indemnification. (vii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, Commission has the right but not the duty to obtain the insurance it deems necessary and any premium paid by Commission will be promptly reimbursed by Contractor or Commission will withhold amounts sufficient to pay premium from Contractor payments. In the alternative, Commission may cancel this Agreement. The Commission may require the Contractor to provide complete copies of all insurance policies in effect for the duration of the Project. (viii) Neither the Commission nor any of its directors, officials, officers, employees or agents shall be personally responsible for any liability arising under or by virtue of this Agreement. Each insurance policy required by this Agreement shall be endorsed to state that: 3.2.11.4 Deductibles and Self -Insurance Retentions. Any deductibles or self -insured retentions must be declared to and approved by the Commission. If the Commission does not approve the deductibles or self -insured retentions as presented, Contractor shall guarantee that, at the option of the Commission, either: (1) the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects the Commission, its directors, officials, officers, employees and agents; or, (2) the Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.2.11.5 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the Commission. 3.2.11.6 Verification of Coverage. Contractor shall furnish Commission with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the Commission. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements must be received and approved by the Commission before work commences. The Commission reserves the right to require complete, certified copies of all required insurance policies, at any time. 3.2.11.7 Subcontractor Insurance Requirements. Contractor shall not allow any subcontractors or subcontractors to commence work on any subcontract until they have provided evidence satisfactory to the Commission that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subcontractors shall be endorsed to name the Commission as an additional 17336.00600\32785614.1 10 437 insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Contractor, the Commission may approve different scopes or minimum limits of insurance for particular subcontractors or subcontractors. 3.2.12 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.2.13 Accounting Records. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of Commission during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.3 Fees and Payments; Labor Code Requirements; Bonds 3.3.1 Compensation. Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "B" attached hereto and incorporated herein by reference, or at the lump sum set forth in a Task Order, in accordance with the terms of the relevant Task Order. The total compensation per Task Order shall be set forth in the relevant Task Order, and shall not exceed said amount without the written approval of the Commissioner's Executive Director. The total value each Task Order shall be set forth in the relevant Task Order. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.3.2 NTE Sum. Commission has or will enter into three (3) task order contracts for the Services generally identified in Exhibit "A" ("On -Call Maintenance and Repair Services Task Order Contracts"). The other On -Call Maintenance and Repair Services Task Order Contract is Agreement No. 24-24-049-00 to Joshua Grading & Excavating and Agreement No. 24-24-050-00 to Real Estate Management and Services. The total amount payable by Commission for the On -Call Maintenance and Repair Services Task Order Contracts shall not exceed a cumulative maximum total value of $XXXXXXX ("NTE Sum"). It is understood and agreed that there is no guarantee, either expressed or implied that this dollar amount will be authorized under the On -Call Maintenance and Repair Services Task Order Contracts through Task Orders. Each time a Task Order is awarded under any of the On -Call Maintenance and Repair Services Task Order Contracts, the Commission shall send written notification to 17336.00600\32785614.1 11 438 Contractor and each of the other Contracts. The notice shall identify the total funds allocated under issued Task Orders, and the remaining unencumbered amount of the NTE Sum. Contractor acknowledges and agrees that Commission shall not pay any amount under this Agreement that would exceed the NTE Sum, and Contractor shall not knowingly enter into a Task Order that exceeds the NTE Sum. 3.3.3 Payment of Compensation. Contractor shall submit to Commission a monthly itemized statement which indicates work completed and hours of Services rendered by Contractor. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. Commission shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.4 Reimbursement for Expenses. Contractor shall not be reimbursed for any expenses unless authorized in writing by Commission. 3.3.5 Extra Work. At any time during the term of this Agreement, Commission may request that Contractor perform Extra Work. As used herein, "Extra Work" means any work which is determined by Commission to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Contractor shall not perform, nor be compensated for, Extra Work without written authorization from Commission's Representative. 3.3.6 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Since the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $15,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Commission shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Contractor's principal place of business and at the project site. Contractor shall defend, indemnify and hold the Commission, its officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.3.6 Payroll Records. In accordance with the requirements of California Labor Code Section 1776, Contractor shall keep accurate payroll records which are either on forms provided by the Division of Labor Standards Enforcement or which contain the same information required by such forms. Responsibility for compliance with California Labor Code Section 1776 shall rest solely with Contractor, and Contractor shall make all such records available for inspection at all reasonable hours. 17336.00600\32785614.1 12 439 3.3.7 Registration. Since the Services are being performed as part of an applicable "public works" or "maintenance" project, pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Project and require the same of any subcontractor. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor's sole responsibility to comply with all applicable registration and labor compliance requirements. 3.3.8 Employment of Apprentices. This Agreement shall not prevent the employment of properly indentured apprentices in accordance with the California Labor Code, and no employer or labor union shall refuse to accept otherwise qualified employees as indentured apprentices on the work performed hereunder solely on the ground of race, creed, national origin, ancestry, color or sex. Every qualified apprentice shall be paid the standard wage paid to apprentices under the regulations of the craft or trade in which he or she is employed and shall be employed only in the craft or trade to which he or she is registered. If California Labor Code Section 1777.5 applies to the Services, Contractor and any subcontractor hereunder who employs workers in any apprenticeable craft or trade shall apply to the joint apprenticeship council administering applicable standards for a certificate approving Contractor or any sub -contractor for the employment and training of apprentices. Upon issuance of this certificate, Contractor and any sub -contractor shall employ the number of apprentices provided for therein, as well as contribute to the fund to administer the apprenticeship program in each craft or trade in the area of the work hereunder. The parties expressly understand that the responsibility for compliance with provisions of this Section and with Sections 1777.5, 1777.6 and 1777.7 of the California Labor Code in regard to all apprenticeable occupations lies with Contractor. 3.3.9 Eight -Hour Law. Pursuant to the provisions of the California Labor Code, eight hours of labor shall constitute a legal day's work, and the time of service of any worker employed on the work shall be limited and restricted to eight hours during any one calendar day, and forty hours in any one calendar week, except when payment for overtime is made at not less than one and one-half the basic rate for all hours worked in excess of eight hours per day ("Eight -Hour Law"), unless Contractor or the Services are not subject to the Eight -Hour Law. Contractor shall forfeit to Commission as a penalty, $50.00 for each worker employed in the execution of this Agreement by him, or by any sub -contractor under him, for each calendar day during which such workman is required or permitted to work more than eight hours in any calendar day and forty hours in any one calendar week without such compensation for overtime violation of the provisions of the California Labor Code, unless Contractor or the Services are not subject to the Eight -Hour Law. 3.3.10 Bonds. 3.3.10.1 Payment Bond. If requested by the Commission as part of a Task Order proposal request, Contractor shall execute and provide to the Commission concurrently with the executed Task Order a payment bond in an amount required by the Commission and in a form provided or approved by the Commission. If such bond is required, 17336.00600\32785614.1 13 440 no payment will be made to Contractor until the bond has been received and approved by the Commission. 3.3.10.2 Bond Provisions. Should, in the Commission's sole opinion, any bond become insufficient or any surety be found to be unsatisfactory, Contractor shall renew or replace the affected bond within (ten) 10 days of receiving notice from Commission. In the event the surety or Contractor intends to reduce or cancel any required bond, at least thirty (30) days prior written notice shall be given to the Commission, and Contractor shall post an acceptable replacement bond at least ten (10) days prior to expiration of the original bond. No further payments shall be deemed due or will be made under the relevant Task Order until any replacement bond required by this section are accepted by the Commission. To the extent, if any, that the total price under a Task Order requiring a bond is increased in accordance with this Agreement, the Contractor shall, upon request of the Commission, cause the amount of the bond to be increased accordingly and shall promptly deliver satisfactory evidence of such increase to the Commission. 3.3.10.3 Surety Qualifications. Only bonds executed by an admitted surety insurer, as defined in California Code of Civil Procedure Section 995.120, shall be accepted. The surety must be a California -admitted surety and satisfactory to the Commission. If a California -admitted surety insurer issuing bonds does not meet these requirements, the insurer will be considered qualified if it is in conformance with Section 995.660 of the California Code of Civil Procedure, and proof of such is provided to the Commission. 3.4 Termination of Agreement. 3.4.1 Grounds for Termination. Commission may, by written notice to Contractor, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Contractor of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Contractor shall be compensated only for those services which have been adequately rendered to Commission, and Contractor shall be entitled to no further compensation. Contractor may not terminate this Agreement except for cause. 3.4.2 Effect of Termination. If this Agreement is terminated as provided herein, Commission may require Contractor to provide all finished or unfinished Documents and Data and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request. 3.4.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, Commission may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5 General Provisions. 3.5.1 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: 17336.00600\32785614.1 14 441 CONSULTANT: 4D Surface Management, Inc. P.O. Box 123 Yucaipa, CA 92399 Attn: Mike Doucette COMMISSION: Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor Riverside, CA 92501 Attn: Executive Director Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.2 Indemnification. 3.5.2.1 Scope of Indemnity. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold the Commission, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions of Contractor, its officials, officers, employees, subcontractors, contractors or agents in connection with the performance of the Services, the Project, this Agreement or any Task Order, including without limitation the payment of all consequential damages, expert witness fees and attorneys' fees and other related costs and expenses. The only limitations on this provision shall be those imposed by Civil Code Section 2782. 3.5.2.2 Additional Indemnity Obligations. Contractor shall defend, with Counsel of Commission's choosing and at Contractor's own cost, expense and risk, any and all claims, suits, actions or other proceedings of every kind covered by Section 3.5.2.1 that may be brought or instituted against Commission or its officials, officers, employees, volunteers and agents. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against Commission or its officials, officers, employees, volunteers and agents as part of any such claim, suit, action or other proceeding. Contractor shall also reimburse Commission for the cost of any settlement paid by Commission or its officials, officers, employees, agents or volunteers as part of any such claim, suit, action or other proceeding. Such reimbursement shall include payment for Commission's attorneys' fees and costs, including expert witness fees. Contractor shall reimburse Commission and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall survive expiration or termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by the Commission, its officials officers, employees, agents, or volunteers. 3.5.3 Governing Law; Government Code Claim Compliance. This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, 17336.00600\32785614.1 15 442 Contractor must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the Commission. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Contractor. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Contractor shall be barred from bringing and maintaining a valid lawsuit against the Commission. 3.5.4 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.5 Commission's Right to Employ Other Contractors. Commission reserves right to employ other contractors in connection with this Project. 3.5.6 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 3.5.7 Assignment or Transfer. Contractor shall not assign, hypothecate or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the Commission. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. 3.5.8 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Contractor include all personnel, employees, agents, and subcontractors of Contractor, except as otherwise specified in this Agreement. All references to Commission include its officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this Agreement. 3.5.9 Amendment; Modification. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.10 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel or otherwise. 3.5.11 No Third Party Beneficiaries. Except to the extent expressly provided for in Section 3.5.7, there are no intended third party beneficiaries of any right or obligation assumed by the Parties. 17336.00600\32785614.1 16 443 3.5.12 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.13 Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Contractor further agrees to file, or shall cause its employees or subcontractors to file, a Statement of Economic Interest with the Commission's Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, Commission shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of Commission, during the term of his or her service with Commission, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.14 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.15 Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.16 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.5.17 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.18 Federal Provisions. Funding for Services under a Task Order may be provided, in whole or in part, by the Federal Transportation Administration ("FTA"), by the California Department of Transportation (Caltrans), or by the South Coast Air Quality Management District ("SCAQMD"). Contractor shall also fully and adequately comply with the FTA, Caltrans and SCAQMD provisions included in Exhibit "C" (Funding Agency Requirements) attached hereto and incorporated herein by reference ("Funding Agency Requirements"), as applicable based on the funding source for the relevant Task Order. With respect to any conflict between such Funding Agency Requirements and the terms of this Agreement and/or the provisions of state law, the more stringent requirement shall control. 17336.00600\32785614.1 17 444 SIGNATURE PAGE FOR ON -CALL MAINTENANCE AND REPAIR SERVICES AGREEMENT BETWEEN THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION AND 4D SURFACE MANAGEMENT, INC. IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the date first set forth above. RIVERSIDE COUNTY CONTRACTOR TRANSPORTATION COMMISSION Anne Mayer Executive Director Approved as to form: Best Best & Krieger LLP General Counsel Signature Name Title ATTEST: Signature Name 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 referenced persons are not the intended signators, evidence of signature authority shall be provided to Commission. 17336.00600\32785614.1 18 445 EXHIBIT "A" - SCOPE OF SERVICES 17336.00600\32785614.1 446 STATEMENT OF SERVICES A. SCHEDULING OF WORK The Contractor shall accomplish all routine maintenance required under this Contract between the hours of 8:00 a.m. and 3:30 p.m. Monday through Friday unless otherwise authorized or directed by the Commission. The Commission may provide, on an individual basis, permission to perform maintenance at other hours or on the weekends. B. PROCEDURES FOR THE DEVELOPMENT OF TASK ORDERS 1. The Commission will provide the Contractor with a description of Work it wishes Contractor to perform under this Contract. The description shall include sufficient detail to permit the Contractor to provide a Task Order Price, including the ability to cost any special insurance, bonding or other costs associated with the requested Work. 2. As needs arise, the Commission will develop a brief scope of work and select a consultant from the list of bench consultants depending on the type of support needed and the qualifications of the firm. The selected consultant will respond by providing information about the level of effort required to perform the required services. This will be documented on a pre -approved Contract Task Order (CTO). Rates and cost for each CTO will be in accordance with rates indicated in the price schedules. Upon approval by the Commission's Project Manager, a CTO will be issued on a time and expense basis. The consultant will be required to commence work within five days or sooner after receiving a fully executed CTO. 3. The Commission and Contractor will work cooperatively to address any issues and negotiate a final Task Order and Task Order Price. Such negotiations shall be limited to the price and the scope of Work to be performed. 4. The Commission shall prepare, sign and deliver to the Contractor for signature a Task Order consistent with the negotiations and include sufficient exhibits and documentation to fully memorialize the understanding of the parties with respect to price and the Scope of Work to be performed under the Task Order. 5. The Contractor shall sign and deliver to the Commission the signed copies of the Task Order within two (2) days of receipt of a Task Order executed by an authorized representative of the Commission. 6. Unless otherwise provided for within the Task Order, the Contractor shall commence the Work provided for in the Task Order within five (5) days 17336.00600\32785614.1 447 of Contractor's delivery of the fully executed Task Order to Commission, and without the need for further notice or authorization by the Commission. C. STORM WATER POLLUTION PREVENTION PROGRAM (SWPPP) 1. Contractor shall ensure that all employees and subcontractor employees are trained and are aware of the following Site Specific Storm Water Pollution Prevention Requirements: a. No discharge of fertilizers, pesticide, and wastes into street or storm drains; b. No blowing or sweeping debris into street or storm drains; c. No hosing down of the parking lot; d. No vehicle washing or maintenance on site; e. Close dumpster lids at all time; f. No disposing of wash water into street or storm drains; and g. Remove all foreign objects (leaves, cans, cigarette butts, paper etc.) from in front of drainage inlets and gutter areas. 2. The Contractor shall provide annual refresher training on the Site Specific Storm Water Pollution Prevention Requirements to its employees and subcontractors. 3. The Contractor shall document the training on the attached Site Specific Storm Water Pollution Prevention Training Log and provide it annually to RCTC. Form included. D. CHEMICALS 1. Contractor shall provide a list of all chemicals that are proposed to be used on the project. This list shall be submitted to RCTC for review and approval, prior to use of the chemicals. 2. Contractor shall provide Material Safety Data Sheets (MSDS) for all chemicals that are to be used on the project. 3. Contractor shall ensure the field crews carry copies of the MSDS for all chemicals they have while on -site. 4. Contractor is encouraged to use bio-degradable or environmentally friendly chemicals. 5. Contractor shall ensure that all employees are properly trained in the use and handling of the approved chemicals. 6. Contractor shall ensure that all employees, including subcontractors, utilize the proper PPE as specified by the chemical or the Contractor's safety plan, whichever is most stringent. 17336.00600\32785614.1 448 ON -CALL MAINTENANCE The following list is a non -exhaustive list of tasks that may be requested to be provided by the Contractor: A. POTENTIAL FUTURE MAINTENANCE OUTSIDE OF RAILROAD RIGHT-OF-WAY AND TOLL FACILITIES 1. Asphalt repairs within parking lot or bus lane -cold patch or saw cut, removal and placement of hot mix, place guard top slurry seal. 2. Parking stalls striping or stenciling. 3. Concrete curb painting. 4. Concrete wheel stop removal, replacement, purchase, and installation. 5. Miscellaneous painting touch up on canopies, towers, benches, handrail/guardrail, trash cans, trash dumpster gates, walls inside of the pedestrian overcrossings, light poles, monuments and other areas as necessary. 6. Repairs to the walls inside of the pedestrian overcrossings. 7. Repairs to Stucco walls and columns. 8. Clean out plugged drains- toilet, sink, platform, and drinking faucets. 9. Repair, patch, or replace damaged concrete curb, gutter, platform, sidewalk, handicap ramps, mini -ramps, stairs, color concrete, etc. 10. Repair or patch roofing. 11. Remove, replace, purchase, and install Station Signage on post, light poles, CCTV poles, columns, and walls 12. Perform various plumbing maintenance/repairs - locate water leaks, repair leaking pipe, replace old or. damaged bathroom fixtures, replace old or damaged drinking fountains and hose bibs, and other work as necessary 13. Remove, clean, and place anti -slip floor treatment. 14. Remove or relocate bike lockers and racks. 15. Repair and or replace bike storage facilities and racks. 16. Replace or repair trash receptacles. 17. Place new concrete or asphalt as directed. 18. Repair and replace ADA ramps, pathways using current standards 19. Remove, replace, relocate, or install new bollards - steel and concrete. 20. Provide forces and equipment to unload and place heavy or large items purchased for use at the stations i.e. kiosks, benches, bike racks, bike lockers, furniture, etc. 21. Paint Canopies and Canopy columns. 22. Repair, or perform maintenance on Storm Drain Curb Inlets and manholes. 23. Maintenance or repairs to Water main lines and laterals. 17336.00600\32785614.1 449 24 Maintenance or repairs to sewer main lines and laterals. 25 Maintenance or repairs to the Station fire hydrants. 26 Purchase and install box drains and place drain lines in landscape planters at Downtown Riverside Station. 27 Purchase and install window treatments - solar shades or window tint in security room. 28 Maintain, Install, Repair Solar Panels, carport structures, flagpoles, Guard Shacks, and Doors. 29 Maintenance, repairs, or painting of Light Poles. 30 Concrete pour inspections, roadway maintenance/repair, and sign installation as needed and allowable. 31 Other repairs/replacement and maintenance as requested. 32 Repair and service Commission owned assets as needed: Generators, Solar equipment, Elevators, Parking structures and other equipment 33 Modernize/Improve station equipment assets as required and needed: Elevators, Generators, Parking structures, Solar equipment for Commission owned assets, and other equipment B. POTENTIAL FUTURE MAINTENANCE WITHIN THE RAILROAD RIGHT- OF -WAY OR WORK WITH THE POTENTIAL TO FOUL THE TRACK 1. Repair or replace at -grade pedestrian crossings at the ends of the platforms. 2. Repair rolling or sliding gates at the Stations at -grade pedestrian crossings. 3. Perform maintenance or repairs on the outside of Pedestrian Bridge and Towers. 4. Perform electrical maintenance or repairs on light poles near the railroad tracks, on neon signs located on the Pedestrian Bridges, etc. 5. Repair or patch roofing on Pedestrian Bridges. 6. Paint or touch up Pedestrian Bridge and Towers. 7. Remove, purchase, and install new windows or revised window system within Pedestrian Bridge. 8. Install anti -bird devices on Pedestrian Bridge and Towers. 9. Pressure wash and/or clean Pedestrian Bridge and Towers. 10. Remove CCTV Camera Poles from between the tracks. 11. Repair Damaged Platform Canopies. 12. Repair or replace Tactile Tile along Station platforms. 13. Repair / Maintenance to concrete platforms. 14. Repair / Maintenance and painting of handrail/guardrail. 15. Repair / Maintenance and painting of center line track fence between Main Line 1 and Main Line 2 tracks. 17336.00600\32785614.1 450 16. Maintenance to ballast at end of platforms or around at -grade pedestrian crossings. 17. Repair, clean, maintenance to Platform drains. 18. Remove, replace, or place new Signage at the ends of the Station platforms. 19. Remove, replace, or place new Painted striping and lettering on concrete platform within railroad right-of-way. 20. Repair plumbing leaks within concrete platforms. 21. Power wash sidewalks, platforms, and canopies 22. Other repairs/maintenance as requested. STATION LOCATIONS West Corona Metrolink Station 155 S. Auto Center Drive Corona, CA 92880 La Sierra Station 10901-A Indiana Ave Riverside, CA 92503 Pedley Station 6001 Pedley Road Riverside, CA 92509 Hunter Park Station 1101 Marlborough Avenue Riverside, CA 92507 South Perris Station 1304 Case Road Perris, CA 92510 Operations Control Center 4344 Vine Street Riverside CA, 92507 North Main Corona Station 250 E. Blaine Street Corona, CA 92879 La Sierra Bus Station 10901-B Indiana Ave Riverside, CA 92503 Perris Downtown Station 121 South C Street Perris, CA 92570 Moreno Valley/MF Station 14160 Meridian Parkway Riverside, CA 92518 Riverside Downtown 4066 Vine Street Riverside, CA 92507 17336.00600\32785614.1 451 TOLL FACILITIES FAM ROC 120 N. Joy Street 301 Corporate Terrace Corona, CA 92879 Corona, CA 92879 15 Toll Rd Office 291 Corporate Terrace Corona, CA 92879 Toll TUB Westbound 91 West Bound 91 Center Divide Toll TUB Eastbound 91 East Bound 91 Center divide 17336.00600\32785614.1 452 EXHIBIT "B" -COMPENSATION RATES 17336.00600\32785614.1 453 EXHIBIT "C"- FUNDING AGENCY REQUIREMENTS 17336.00600\32785614.1 454 ATTACHMENT 2 Agreement 24-24-049-00 RIVERSIDE COUNTY TRANSPORTATION COMMISSION ON -CALL MAINTENANCE AND REPAIR SERVICES AGREEMENT 1. PARTIES AND DATE. This Agreement is made and entered into this day of , 2024 by and between the Riverside County Transportation Commission ("Commission") and Joshua Grading & Excavating, Inc., a Corporation, with its principal place of business at 8450B White Road, Phelan, CA 92371 ("Contractor"). Commission and Contractor are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement. 2. RECITALS. 2.1 Commission is the Transportation Commission for the County of Riverside and organized under the laws of the State of California with the power to contract for services necessary to achieve its purpose. 2.2 Commission owns and operates nine (9) commuter rail stations, one (1) security command center, one (1) transit center, and five (5) toll facilities serving Riverside County, the addresses and descriptions of which are set forth in Exhibit "A", attached hereto and incorporated herein by reference ("Commuter Rail Stations and Toll Facilities"). 2.3 On or about October 5, 2023, Commission issued a Request for Proposals No. 24-24-034-00 ("RFP"), pursuant to which Commission sought proposals for on -call maintenance and repair services for the Commuter Rail Stations and Toll Facilities. 2.4 Contractor desires to perform and assume responsibility for the provision of on -call maintenance and repair services required by Commission on the terms and conditions set forth in this Agreement and in the task order(s) to be solicited, awarded and authorized by Commission Purchase Orders as further described in this Agreement ("Task Order"). 2.5 The work generally includes the maintenance and repair of the Commuter Rail Stations and Toll Facilities. Contractor represents that it is a professional Contractor, experienced in providing on -call maintenance and repair services to public clients, and is familiar with the plans of Commission. 2.6 Commission desires to engage Contractor to render on -call maintenance and repair services for the Commuter Rail Stations and Toll Facilities. On -call maintenance and repair services shall be generally as set forth in Exhibit "A", attached hereto and incorporated herein by reference. On -call maintenance and repair services shall be ordered by Task Order(s) to be issued pursuant to this Agreement for future projects as set forth herein. The services set 17336.00600\32785614.1 455 forth in Exhibit "A" and each individual project ordered under a Task Order shall be referred to, herein, collectively, as the "Project". 2.7 Services procured under a Task Order may be funded, in whole or in part, with state and/or federal funds. Contractor shall comply with all applicable funding requirements. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Contractor promises and agrees to furnish to Commission all labor materials, tools, equipment, services, and incidental and customary work, as necessary, to fully and adequately provide the on -call maintenance and repair services for the Commuter Rail Stations and Toll Facilities required by Commission, as shall be generally described in Exhibit "A" and as more specifically described in each Task Order, collectively referred to herein as the "Services". On -call Services shall be more particularly described in the individual Task Orders issued by the Commission's Executive Director or designee. No Services shall be performed unless authorized by a Commission Purchase Order for Task Order Services, as further detailed herein. All Services shall be subject to, and performed in accordance with, this Agreement, the relevant Task Order, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations 3.1.2 Term. The term of this Agreement shall be from July 1, 2023 to June 30, 2026, unless earlier terminated as provided herein. Contractor shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Services. 3.2 Responsibilities of Contractor. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Contractor or under its supervision. Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. Commission retains Contractor on an independent contractor basis and not as an employee. Contractor retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Contractor shall also not be employees of Commission and shall at all times be under Contractor's exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 17336.00600\32785614.1 2 456 3.2.2 Task Orders; Commencement and Schedule of Services. Services under this Agreement shall be competitively solicited amongst Contractor and the other firms identified in Section 3.3.2 of this Agreement pursuant to a Task Order request for bid process. If Contractor's Task Order bid is selected for a Project, the Commission shall issue a Purchase Order for the Services. Contractor's agreement to the final terms of a proposed Task Order, Commission's issuance of a Purchase Order and Contractor's commencement of the Services following issuance of the Purchase Order shall indicate the Parties' agreement to the terms of the relevant Task Order. Contractor shall commence Services under a Task Order within five (5) days of receiving a Purchase Order for the Task Order Services from the Commission. Each request for Task Order bids shall identify the funding source(s) to be used to fund the Services under the relevant Task Order, and Contractor shall comply with the requirements specified herein, and in the attached exhibits, applicable to the identified funding source(s). Contractor represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Contractor's conformance with each Schedule, the Commission shall respond to Contractor's submittals in a timely manner. Upon the Commission's request, Contractor shall provide a more detailed schedule of anticipated performance to meet the relevant Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Contractor shall be subject to the approval of Commission. 3.2.4 Commission's Representative. The Commission hereby designates the Executive Director, or his or her designee, to act as its representative for the performance of this Agreement ("Commission's Representative"). Commission's Representative shall have the power to act on behalf of the Commission for all purposes under this Agreement. Contractor shall not accept direction or orders from any person other than the Commission's Representative or his or her designee. 3.2.5 Contractor's Representative. Contractor hereby designates Jordan Gibson or his or her designee, to act as its representative for the performance of this Agreement ("Contractor's Representative"). Contractor's Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. The Contractor's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.6 Coordination of Services. Contractor agrees to work closely with Commission staff in the performance of Services and shall be available to Commission's staff, consultants and other staff at all reasonable times. 3.2.7 Standard of Care; Performance of Employees. Contractor shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the professional 17336.00600\32785614.1 3 457 calling necessary to perform the Services. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Contractor shall perform, at its own cost and expense and without reimbursement from the Commission, any services necessary to correct errors or omissions which are caused by the Contractor's failure to comply with the standard of care provided for herein. Any employee of the Contractor or its sub -contractors who is determined by the Commission to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the Commission, shall be promptly removed from the Project by the Contractor and shall not be re-employed to perform any of the Services or to work on the Project. 3.2.8 Period of Performance. Contractor shall perform the Services in strict accordance with any completion schedule or Project milestones described in each Task Order. Contractor agrees that if the Services are not completed within the aforementioned performance time and/or pursuant to any such completion schedule or Project milestones developed pursuant to provisions of this Agreement and included in any Task Order, it is understood, acknowledged and agreed that the Commission will suffer damage. 3.2.9 Disputes. Should any dispute arise respecting the true value of any work done, of any work omitted, or of any extra work which Contractor may be required to do, or respecting the size of any payment to Contractor during the performance of this Contract, Contractor shall continue to perform the Work while said dispute is decided by the Commission. If Contractor disputes the Commission's decision, Contractor shall have such remedies as may be provided by law. 3.2.10 Laws and Regulations; Employee/Labor Certifications. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. If the Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the Commission, Contractor shall be solely responsible for all costs arising therefrom. Commission is a public entity of the State of California subject to, among other rules and regulations, the Public Utilities Code, Public Contract Code, and Labor Code of the State. It is stipulated and agreed that all provisions of the law applicable to the public contracts of a county transportation commissions are a part of this Agreement to the same extent as though set forth herein and will be complied with. These include but are not limited to the payment of prevailing wages, the stipulation that eight (8) hours' labor shall constitute a legal day's work and that no worker shall be permitted to work in excess of eight (8) hours during any one calendar day except as permitted by law. Contractor shall defend, indemnify and hold Commission, its officials, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 17336.00600\32785614.1 4 458 3.2.10.1 Employment Eligibility; Contractor. By executing this Agreement, Contractor verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time. Such requirements and restrictions include, but are not limited to, examination and retention of documentation confirming the identity and immigration status of each employee of the Contractor. Contractor also verifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the term of the Agreement. Contractor shall avoid any violation of any such law during the term of this Agreement by participating in an electronic verification of work authorization program operated by the United States Department of Homeland Security, by participating in an equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, or by some other legally acceptable method. Contractor shall maintain records of each such verification, and shall make them available to the Commission or its representatives for inspection and copy at any time during normal business hours. The Commission shall not be responsible for any costs or expenses related to Contractor's compliance with the requirements provided for in Section 3.2.10 or any of its sub -sections. 3.2.10.2 Employment Eligibility; Subcontractors, Sub - subcontractors and consultants. To the same extent and under the same conditions as Contractor, Contractor shall require all of its subcontractors, sub -subcontractors and consultants performing any work relating to the Project or this Agreement to make the same verifications and comply with all requirements and restrictions provided for in Section 3.2.10.1. 3.2.10.3 Employment Eligibility; Failure to Comply. Each person executing this Agreement on behalf of Contractor verifies that they are a duly authorized officer of Contractor, and understands that any of the following shall be grounds for the Commission to terminate the Agreement for cause: (1) failure of Contractor or its subcontractors, sub - subcontractors or consultants to meet any of the requirements provided for in Sections 3.2.10.1 or 3.2.10.2; (2) any misrepresentation or material omission concerning compliance with such requirements (including in those verifications provided to the Contractor under Section 3.2.10.2); or (3) failure to immediately remove from the Project any person found not to be in compliance with such requirements. 3.2.10.4 Labor Certification. By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.2.10.5 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Contractor shall also comply with all relevant provisions of 17336.00600\32785614.1 5 459 Commission's Disadvantaged Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.2.10.6 Air Quality. Contractor must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the California Air Resources Board (CARB). Contractor shall specifically be aware of the CARB limits and requirements' application to "portable equipment", which definition is considered by CARB to include any item of equipment with a fuel -powered engine. Contractor shall indemnify Commission against any fines or penalties imposed by CARB or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Contractor, its subcontractors, or others for whom Contractor is responsible under its indemnity obligations provided for in this Agreement. 3.2.10.7 Water Quality. (A) Management and Compliance. To the extent applicable, Contractor's Services must account for, and fully comply with, all local, state and federal laws, rules and regulations that may impact water quality compliance, including, without limitation, all applicable provisions of the Federal Water Pollution Control Act (33 U.S.C. §§ 1300); the California Porter -Cologne Water Quality Control Act (Cal Water Code §§ 13000-14950); laws, rules and regulations of the Environmental Protection Agency and the State Water Resources Control Board; the Commission's rules regarding discharges of storm water; and any and all regulations, policies, or permits issued pursuant to any such authority regulating the discharge of pollutants, as that term is used in the Porter -Cologne Water Quality Control Act, to any ground or surface water in the State. (B) Liability for Non -Compliance. Failure to comply with the laws, regulations and policies described in this Section is a violation of law that may subject Contractor or Commission to penalties, fines, or additional regulatory requirements. Contractor shall defend, indemnify and hold the Commission, its officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from and against any and all fines, penalties, claims or other regulatory requirements imposed as a result of Contractor's non-compliance with the laws, regulations and policies described in this Section, unless such non-compliance is the result of the sole established negligence, willful misconduct or active negligence of the Commission, its officials, officers, agents, employees or authorized volunteers. (C) Training. In addition to any other standard of care requirements set forth in this Agreement, Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them without impacting water quality in violation of the laws, regulations and policies described in this Section. Contractor further warrants that it, its employees and subcontractors will receive adequate training, as determined by Commission, regarding the requirements of the laws, regulations and policies described in this Section as they may relate to the Services provided under this Agreement. Upon request, Commission will provide Contractor with a list of training programs that meet the requirements of this paragraph. 17336.00600\32785614.1 6 460 3.2.11 Insurance. 3.2.11.1 Time for Compliance. Contractor shall not commence work under this Agreement until it has provided evidence satisfactory to the Commission that it has secured all insurance required under this section, in a form and with insurance companies acceptable to the Commission. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. 3.2.11.2 Minimum Requirements. Contractor shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Contractor, its agents, representatives, employees or subcontractors. Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001 or exact equivalent); (2) Automobile Liability: Insurance Services Office Business Auto Coverage (form CA 0001, code 1 (any auto) or exact equivalent); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. (B) Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) if Contractor has an employees, Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Practices Liability limits of $1,000,000 per accident. 3.2.11.3 Insurance Endorsements. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms approved by the Commission to add the following provisions to the insurance policies: (A) General Liability. (i) Commercial General Liability Insurance must include coverage for (1) bodily Injury and property damage; (2) personal Injury/advertising Injury; (3) premises/operations liability; (4) products/completed operations liability; (5) aggregate limits that apply per Project; (6) explosion, collapse and underground (UCX) exclusion deleted; (7) contractual liability with respect to this Agreement; (8) broad form property damage; and (9) independent contractors coverage. 17336.00600\32785614.1 7 461 (ii) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; or (3) contain any other exclusion contrary to this Agreement. (iii) The policy shall give the Commission, its directors, officials, officers, employees, and agents insured status using ISO endorsement forms 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (iv) The additional insured coverage under the policy shall be "primary and non-contributory" and will not seek contribution from the Commission's insurance or self-insurance and shall be at least as broad as CG 20 01 04 13, or endorsements providing the exact same coverage. (v) The policy shall not include any restrictions related to indemnity for work performed within fifty (50) feet of Commission's railroad right-of- way/tracks. (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the Commission, its directors, officials, officers, employees and agents shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Contractor or for which the Contractor is responsible; and (2) the insurance coverage shall be primary insurance as respects the Commission, its directors, officials, officers, employees and agents, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any insurance or self-insurance maintained by the Commission, its directors, officials, officers, employees and agents shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way. (C) Workers' Compensation and Employers Liability Coverage. (i) Contractor certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (ii) The insurer shall agree to waive all rights of subrogation against the Commission, its directors, officials, officers, employees and agents for losses paid under the terms of the insurance policy which arise from work performed by the Contractor. (D) Railroad Protective Liability. In addition to the policies specified above, prior to commencing any Task Order work within (50) feet of Commission's railroad right-of-way/tracks, Contractor shall acquire and keep in force during the period of such 17336.00600\32785614.1 8 462 work $2,000,000 (combined single limit)/ $6,000,000 (aggregate limit) of railroad protective liability insurance naming only Commission as the insured. (E) All Coverages. (i) limits set forth hereunder. Defense costs shall be payable in addition to the (ii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits set forth herein shall be available to the Commission, its directors, officials, officers, employees and agents as additional insureds under said policies. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. (iii) The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the Commission (if agreed to in a written contract or agreement) before the Commission's own insurance or self-insurance shall be called upon to protect it as a named insured. The umbrella/excess policy shall be provided on a "following form" basis with coverage at least as broad as provided on the underlying policy(ies). (iv) Contractor shall provide the Commission at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Contractor shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Contractor shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the Commission at least ten (10) days prior to the effective date of cancellation or expiration. (v) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Contractor shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Contractor shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims -made policy with a retroactive date subsequent to the effective date of this Agreement. (vi) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Contractor, and any approval of said insurance 17336.00600\32785614.1 9 463 by the Commission, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Contractor pursuant to this Agreement, including but not limited to, the provisions concerning indemnification. (vii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, Commission has the right but not the duty to obtain the insurance it deems necessary and any premium paid by Commission will be promptly reimbursed by Contractor or Commission will withhold amounts sufficient to pay premium from Contractor payments. In the alternative, Commission may cancel this Agreement. The Commission may require the Contractor to provide complete copies of all insurance policies in effect for the duration of the Project. (viii) Neither the Commission nor any of its directors, officials, officers, employees or agents shall be personally responsible for any liability arising under or by virtue of this Agreement. Each insurance policy required by this Agreement shall be endorsed to state that: 3.2.11.4 Deductibles and Self -Insurance Retentions. Any deductibles or self -insured retentions must be declared to and approved by the Commission. If the Commission does not approve the deductibles or self -insured retentions as presented, Contractor shall guarantee that, at the option of the Commission, either: (1) the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects the Commission, its directors, officials, officers, employees and agents; or, (2) the Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.2.11.5 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the Commission. 3.2.11.6 Verification of Coverage. Contractor shall furnish Commission with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the Commission. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements must be received and approved by the Commission before work commences. The Commission reserves the right to require complete, certified copies of all required insurance policies, at any time. 3.2.11.7 Subcontractor Insurance Requirements. Contractor shall not allow any subcontractors or subcontractors to commence work on any subcontract until they have provided evidence satisfactory to the Commission that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subcontractors shall be endorsed to name the Commission as an additional 17336.00600\32785614.1 10 464 insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Contractor, the Commission may approve different scopes or minimum limits of insurance for particular subcontractors or subcontractors. 3.2.12 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.2.13 Accounting Records. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of Commission during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.3 Fees and Payments; Labor Code Requirements; Bonds 3.3.1 Compensation. Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "B" attached hereto and incorporated herein by reference, or at the lump sum set forth in a Task Order, in accordance with the terms of the relevant Task Order. The total compensation per Task Order shall be set forth in the relevant Task Order, and shall not exceed said amount without the written approval of the Commissioner's Executive Director. The total value each Task Order shall be set forth in the relevant Task Order. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.3.2 NTE Sum. Commission has or will enter into three (3) task order contracts for the Services generally identified in Exhibit "A" ("On -Call Maintenance and Repair Services Task Order Contracts"). The other On -Call Maintenance and Repair Services Task Order Contract is Agreement No. 24-24-034-00 to 4D Surface Management and Agreement No. 24-24-050-00 to Real Estate Consulting and Services. The total amount payable by Commission for the On -Call Maintenance and Repair Services Task Order Contracts shall not exceed a cumulative maximum total value of $XXXXXXX ("NTE Sum"). It is understood and agreed that there is no guarantee, either expressed or implied that this dollar amount will be authorized under the On -Call Maintenance and Repair Services Task Order Contracts through Task Orders. Each time a Task Order is awarded under any of the On -Call Maintenance and Repair Services Task Order Contracts, the Commission shall send written notification to Contractor and 17336.00600\32785614.1 11 465 each of the other contractors entering into the On -Call Maintenance and Repair Services Task Order Contracts. The notice shall identify the total funds allocated under issued Task Orders, and the remaining unencumbered amount of the NTE Sum. Contractor acknowledges and agrees that Commission shall not pay any amount under this Agreement that would exceed the NTE Sum, and Contractor shall not knowingly enter into a Task Order that exceeds the NTE Sum. 3.3.3 Payment of Compensation. Contractor shall submit to Commission a monthly itemized statement which indicates work completed and hours of Services rendered by Contractor. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. Commission shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.4 Reimbursement for Expenses. Contractor shall not be reimbursed for any expenses unless authorized in writing by Commission. 3.3.5 Extra Work. At any time during the term of this Agreement, Commission may request that Contractor perform Extra Work. As used herein, "Extra Work" means any work which is determined by Commission to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Contractor shall not perform, nor be compensated for, Extra Work without written authorization from Commission's Representative. 3.3.6 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Since the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $15,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Commission shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Contractor's principal place of business and at the project site. Contractor shall defend, indemnify and hold the Commission, its officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.3.6 Payroll Records. In accordance with the requirements of California Labor Code Section 1776, Contractor shall keep accurate payroll records which are either on forms provided by the Division of Labor Standards Enforcement or which contain the same information required by such forms. Responsibility for compliance with California Labor Code Section 1776 shall rest solely with Contractor, and Contractor shall make all such records available for inspection at all reasonable hours. 17336.00600\32785614.1 12 466 3.3.7 Registration. Since the Services are being performed as part of an applicable "public works" or "maintenance" project, pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Project and require the same of any subcontractor. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor's sole responsibility to comply with all applicable registration and labor compliance requirements. 3.3.8 Employment of Apprentices. This Agreement shall not prevent the employment of properly indentured apprentices in accordance with the California Labor Code, and no employer or labor union shall refuse to accept otherwise qualified employees as indentured apprentices on the work performed hereunder solely on the ground of race, creed, national origin, ancestry, color or sex. Every qualified apprentice shall be paid the standard wage paid to apprentices under the regulations of the craft or trade in which he or she is employed and shall be employed only in the craft or trade to which he or she is registered. If California Labor Code Section 1777.5 applies to the Services, Contractor and any subcontractor hereunder who employs workers in any apprenticeable craft or trade shall apply to the joint apprenticeship council administering applicable standards for a certificate approving Contractor or any sub -contractor for the employment and training of apprentices. Upon issuance of this certificate, Contractor and any sub -contractor shall employ the number of apprentices provided for therein, as well as contribute to the fund to administer the apprenticeship program in each craft or trade in the area of the work hereunder. The parties expressly understand that the responsibility for compliance with provisions of this Section and with Sections 1777.5, 1777.6 and 1777.7 of the California Labor Code in regard to all apprenticeable occupations lies with Contractor. 3.3.9 Eight -Hour Law. Pursuant to the provisions of the California Labor Code, eight hours of labor shall constitute a legal day's work, and the time of service of any worker employed on the work shall be limited and restricted to eight hours during any one calendar day, and forty hours in any one calendar week, except when payment for overtime is made at not less than one and one-half the basic rate for all hours worked in excess of eight hours per day ("Eight -Hour Law"), unless Contractor or the Services are not subject to the Eight -Hour Law. Contractor shall forfeit to Commission as a penalty, $50.00 for each worker employed in the execution of this Agreement by him, or by any sub -contractor under him, for each calendar day during which such workman is required or permitted to work more than eight hours in any calendar day and forty hours in any one calendar week without such compensation for overtime violation of the provisions of the California Labor Code, unless Contractor or the Services are not subject to the Eight -Hour Law. 3.3.10 Bonds. 3.3.10.1 Payment Bond. If requested by the Commission as part of a Task Order proposal request, Contractor shall execute and provide to the Commission concurrently with the executed Task Order a payment bond in an amount required by the Commission and in a form provided or approved by the Commission. If such bond is required, 17336.00600\32785614.1 13 467 no payment will be made to Contractor until the bond has been received and approved by the Commission. 3.3.10.2 Bond Provisions. Should, in the Commission's sole opinion, any bond become insufficient or any surety be found to be unsatisfactory, Contractor shall renew or replace the affected bond within (ten) 10 days of receiving notice from Commission. In the event the surety or Contractor intends to reduce or cancel any required bond, at least thirty (30) days prior written notice shall be given to the Commission, and Contractor shall post an acceptable replacement bond at least ten (10) days prior to expiration of the original bond. No further payments shall be deemed due or will be made under the relevant Task Order until any replacement bond required by this section are accepted by the Commission. To the extent, if any, that the total price under a Task Order requiring a bond is increased in accordance with this Agreement, the Contractor shall, upon request of the Commission, cause the amount of the bond to be increased accordingly and shall promptly deliver satisfactory evidence of such increase to the Commission. 3.3.10.3 Surety Qualifications. Only bonds executed by an admitted surety insurer, as defined in California Code of Civil Procedure Section 995.120, shall be accepted. The surety must be a California -admitted surety and satisfactory to the Commission. If a California -admitted surety insurer issuing bonds does not meet these requirements, the insurer will be considered qualified if it is in conformance with Section 995.660 of the California Code of Civil Procedure, and proof of such is provided to the Commission. 3.4 Termination of Agreement. 3.4.1 Grounds for Termination. Commission may, by written notice to Contractor, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Contractor of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Contractor shall be compensated only for those services which have been adequately rendered to Commission, and Contractor shall be entitled to no further compensation. Contractor may not terminate this Agreement except for cause. 3.4.2 Effect of Termination. If this Agreement is terminated as provided herein, Commission may require Contractor to provide all finished or unfinished Documents and Data and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request. 3.4.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, Commission may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5 General Provisions. 3.5.1 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: 17336.00600\32785614.1 14 468 CONSULTANT: Joshua Grading & Excavating, Inc. 8450B White Road Phelan, CA 92371 Attn: Kim Carpenter COMMISSION: Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor Riverside, CA 92501 Attn: Executive Director Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.2 Indemnification. 3.5.2.1 Scope of Indemnity. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold the Commission, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions of Contractor, its officials, officers, employees, subcontractors, contractors or agents in connection with the performance of the Services, the Project, this Agreement or any Task Order, including without limitation the payment of all consequential damages, expert witness fees and attorneys' fees and other related costs and expenses. The only limitations on this provision shall be those imposed by Civil Code Section 2782. 3.5.2.2 Additional Indemnity Obligations. Contractor shall defend, with Counsel of Commission's choosing and at Contractor's own cost, expense and risk, any and all claims, suits, actions or other proceedings of every kind covered by Section 3.5.2.1 that may be brought or instituted against Commission or its officials, officers, employees, volunteers and agents. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against Commission or its officials, officers, employees, volunteers and agents as part of any such claim, suit, action or other proceeding. Contractor shall also reimburse Commission for the cost of any settlement paid by Commission or its officials, officers, employees, agents or volunteers as part of any such claim, suit, action or other proceeding. Such reimbursement shall include payment for Commission's attorneys' fees and costs, including expert witness fees. Contractor shall reimburse Commission and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall survive expiration or termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by the Commission, its officials officers, employees, agents, or volunteers. 3.5.3 Governing Law; Government Code Claim Compliance. This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, 17336.00600\32785614.1 15 469 Contractor must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the Commission. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Contractor. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Contractor shall be barred from bringing and maintaining a valid lawsuit against the Commission. 3.5.4 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.5 Commission's Right to Employ Other Contractors. Commission reserves right to employ other contractors in connection with this Project. 3.5.6 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 3.5.7 Assignment or Transfer. Contractor shall not assign, hypothecate or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the Commission. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. 3.5.8 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Contractor include all personnel, employees, agents, and subcontractors of Contractor, except as otherwise specified in this Agreement. All references to Commission include its officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this Agreement. 3.5.9 Amendment; Modification. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.10 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel or otherwise. 3.5.11 No Third Party Beneficiaries. Except to the extent expressly provided for in Section 3.5.7, there are no intended third party beneficiaries of any right or obligation assumed by the Parties. 17336.00600\32785614.1 16 470 3.5.12 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.13 Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Contractor further agrees to file, or shall cause its employees or subcontractors to file, a Statement of Economic Interest with the Commission's Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, Commission shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of Commission, during the term of his or her service with Commission, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.14 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.15 Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.16 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.5.17 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.18 Federal Provisions. Funding for Services under a Task Order may be provided, in whole or in part, by the Federal Transportation Administration ("FTA"), by the California Department of Transportation (Caltrans), or by the South Coast Air Quality Management District ("SCAQMD"). Contractor shall also fully and adequately comply with the FTA, Caltrans and SCAQMD provisions included in Exhibit "C" (Funding Agency Requirements) attached hereto and incorporated herein by reference ("Funding Agency Requirements"), as applicable based on the funding source for the relevant Task Order. With respect to any conflict between such Funding Agency Requirements and the terms of this Agreement and/or the provisions of state law, the more stringent requirement shall control. 17336.00600\32785614.1 17 471 SIGNATURE PAGE FOR ON -CALL MAINTENANCE AND REPAIR SERVICES AGREEMENT BETWEEN THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION AND JOSHUA GRADING & EXCAVATING, INC. IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the date first set forth above. RIVERSIDE COUNTY CONTRACTOR TRANSPORTATION COMMISSION Anne Mayer Executive Director Approved as to form: Best Best & Krieger LLP General Counsel Signature Name Title ATTEST: Signature Name 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 referenced persons are not the intended signators, evidence of signature authority shall be provided to Commission. 17336.00600\32785614.1 18 472 EXHIBIT "A" - SCOPE OF SERVICES 17336.00600\32785614.1 473 STATEMENT OF SERVICES A. SCHEDULING OF WORK The Contractor shall accomplish all routine maintenance required under this Contract between the hours of 8:00 a.m. and 3:30 p.m. Monday through Friday unless otherwise authorized or directed by the Commission. The Commission may provide, on an individual basis, permission to perform maintenance at other hours or on the weekends. B. PROCEDURES FOR THE DEVELOPMENT OF TASK ORDERS 1. The Commission will provide the Contractor with a description of Work it wishes Contractor to perform under this Contract. The description shall include sufficient detail to permit the Contractor to provide a Task Order Price, including the ability to cost any special insurance, bonding or other costs associated with the requested Work. 2. As needs arise, the Commission will develop a brief scope of work and select a consultant from the list of bench consultants depending on the type of support needed and the qualifications of the firm. The selected consultant will respond by providing information about the level of effort required to perform the required services. This will be documented on a pre -approved Contract Task Order (CTO). Rates and cost for each CTO will be in accordance with rates indicated in the price schedules. Upon approval by the Commission's Project Manager, a CTO will be issued on a time and expense basis. The consultant will be required to commence work within five days or sooner after receiving a fully executed CTO. 3. The Commission and Contractor will work cooperatively to address any issues and negotiate a final Task Order and Task Order Price. Such negotiations shall be limited to the price and the scope of Work to be performed. 4. The Commission shall prepare, sign and deliver to the Contractor for signature a Task Order consistent with the negotiations and include sufficient exhibits and documentation to fully memorialize the understanding of the parties with respect to price and the Scope of Work to be performed under the Task Order. 5. The Contractor shall sign and deliver to the Commission the signed copies of the Task Order within two (2) days of receipt of a Task Order executed by an authorized representative of the Commission. 6. Unless otherwise provided for within the Task Order, the Contractor shall commence the Work provided for in the Task Order within five (5) days 17336.00600\32785614.1 474 of Contractor's delivery of the fully executed Task Order to Commission, and without the need for further notice or authorization by the Commission. C. STORM WATER POLLUTION PREVENTION PROGRAM (SWPPP) 1. Contractor shall ensure that all employees and subcontractor employees are trained and are aware of the following Site Specific Storm Water Pollution Prevention Requirements: a. No discharge of fertilizers, pesticide, and wastes into street or storm drains; b. No blowing or sweeping debris into street or storm drains; c. No hosing down of the parking lot; d. No vehicle washing or maintenance on site; e. Close dumpster lids at all time; f. No disposing of wash water into street or storm drains; and g. Remove all foreign objects (leaves, cans, cigarette butts, paper etc.) from in front of drainage inlets and gutter areas. 2. The Contractor shall provide annual refresher training on the Site Specific Storm Water Pollution Prevention Requirements to its employees and subcontractors. 3. The Contractor shall document the training on the attached Site Specific Storm Water Pollution Prevention Training Log and provide it annually to RCTC. Form included. D. CHEMICALS 1. Contractor shall provide a list of all chemicals that are proposed to be used on the project. This list shall be submitted to RCTC for review and approval, prior to use of the chemicals. 2. Contractor shall provide Material Safety Data Sheets (MSDS) for all chemicals that are to be used on the project. 3. Contractor shall ensure the field crews carry copies of the MSDS for all chemicals they have while on -site. 4. Contractor is encouraged to use bio-degradable or environmentally friendly chemicals. 5. Contractor shall ensure that all employees are properly trained in the use and handling of the approved chemicals. 6. Contractor shall ensure that all employees, including subcontractors, utilize the proper PPE as specified by the chemical or the Contractor's safety plan, whichever is most stringent. 17336.00600\32785614.1 475 ON -CALL MAINTENANCE The following list is a non -exhaustive list of tasks that may be requested to be provided by the Contractor: A. POTENTIAL FUTURE MAINTENANCE OUTSIDE OF RAILROAD RIGHT-OF-WAY AND TOLL FACILITIES 1. Asphalt repairs within parking lot or bus lane -cold patch or saw cut, removal and placement of hot mix, place guard top slurry seal. 2. Parking stalls striping or stenciling. 3. Concrete curb painting. 4. Concrete wheel stop removal, replacement, purchase, and installation. 5. Miscellaneous painting touch up on canopies, towers, benches, handrail/guardrail, trash cans, trash dumpster gates, walls inside of the pedestrian overcrossings, light poles, monuments and other areas as necessary. 6. Repairs to the walls inside of the pedestrian overcrossings. 7. Repairs to Stucco walls and columns. 8. Clean out plugged drains- toilet, sink, platform, and drinking faucets. 9. Repair, patch, or replace damaged concrete curb, gutter, platform, sidewalk, handicap ramps, mini -ramps, stairs, color concrete, etc. 10. Repair or patch roofing. 11. Remove, replace, purchase, and install Station Signage on post, light poles, CCTV poles, columns, and walls 12. Perform various plumbing maintenance/repairs - locate water leaks, repair leaking pipe, replace old or. damaged bathroom fixtures, replace old or damaged drinking fountains and hose bibs, and other work as necessary 13. Remove, clean, and place anti -slip floor treatment. 14. Remove or relocate bike lockers and racks. 15. Repair and or replace bike storage facilities and racks. 16. Replace or repair trash receptacles. 17. Place new concrete or asphalt as directed. 18. Repair and replace ADA ramps, pathways using current standards 19. Remove, replace, relocate, or install new bollards - steel and concrete. 20. Provide forces and equipment to unload and place heavy or large items purchased for use at the stations i.e. kiosks, benches, bike racks, bike lockers, furniture, etc. 21. Paint Canopies and Canopy columns. 22. Repair, or perform maintenance on Storm Drain Curb Inlets and manholes. 23. Maintenance or repairs to Water main lines and laterals. 17336.00600\32785614.1 476 24 Maintenance or repairs to sewer main lines and laterals. 25 Maintenance or repairs to the Station fire hydrants. 26 Purchase and install box drains and place drain lines in landscape planters at Downtown Riverside Station. 27 Purchase and install window treatments - solar shades or window tint in security room. 28 Maintain, Install, Repair Solar Panels, carport structures, flagpoles, Guard Shacks, and Doors. 29 Maintenance, repairs, or painting of Light Poles. 30 Concrete pour inspections, roadway maintenance/repair, and sign installation as needed and allowable. 31 Other repairs/replacement and maintenance as requested. 32 Repair and service Commission owned assets as needed: Generators, Solar equipment, Elevators, Parking structures and other equipment 33 Modernize/Improve station equipment assets as required and needed: Elevators, Generators, Parking structures, Solar equipment for Commission owned assets, and other equipment B. POTENTIAL FUTURE MAINTENANCE WITHIN THE RAILROAD RIGHT- OF -WAY OR WORK WITH THE POTENTIAL TO FOUL THE TRACK 1. Repair or replace at -grade pedestrian crossings at the ends of the platforms. 2. Repair rolling or sliding gates at the Stations at -grade pedestrian crossings. 3. Perform maintenance or repairs on the outside of Pedestrian Bridge and Towers. 4. Perform electrical maintenance or repairs on light poles near the railroad tracks, on neon signs located on the Pedestrian Bridges, etc. 5. Repair or patch roofing on Pedestrian Bridges. 6. Paint or touch up Pedestrian Bridge and Towers. 7. Remove, purchase, and install new windows or revised window system within Pedestrian Bridge. 8. Install anti -bird devices on Pedestrian Bridge and Towers. 9. Pressure wash and/or clean Pedestrian Bridge and Towers. 10. Remove CCTV Camera Poles from between the tracks. 11. Repair Damaged Platform Canopies. 12. Repair or replace Tactile Tile along Station platforms. 13. Repair / Maintenance to concrete platforms. 14. Repair / Maintenance and painting of handrail/guardrail. 15. Repair / Maintenance and painting of center line track fence between Main Line 1 and Main Line 2 tracks. 17336.00600\32785614.1 477 16. Maintenance to ballast at end of platforms or around at -grade pedestrian crossings. 17. Repair, clean, maintenance to Platform drains. 18. Remove, replace, or place new Signage at the ends of the Station platforms. 19. Remove, replace, or place new Painted striping and lettering on concrete platform within railroad right-of-way. 20. Repair plumbing leaks within concrete platforms. 21. Power wash sidewalks, platforms, and canopies 22. Other repairs/maintenance as requested. STATION LOCATIONS West Corona Metrolink Station 155 S. Auto Center Drive Corona, CA 92880 La Sierra Station 10901-A Indiana Ave Riverside, CA 92503 Pedley Station 6001 Pedley Road Riverside, CA 92509 Hunter Park Station 1101 Marlborough Avenue Riverside, CA 92507 South Perris Station 1304 Case Road Perris, CA 92510 Operations Control Center 4344 Vine Street Riverside CA, 92507 North Main Corona Station 250 E. Blaine Street Corona, CA 92879 La Sierra Bus Station 10901-B Indiana Ave Riverside, CA 92503 Perris Downtown Station 121 South C Street Perris, CA 92570 Moreno Valley/MF Station 14160 Meridian Parkway Riverside, CA 92518 Riverside Downtown 4066 Vine Street Riverside, CA 92507 17336.00600\32785614.1 478 TOLL FACILITIES FAM ROC 120 N. Joy Street 301 Corporate Terrace Corona, CA 92879 Corona, CA 92879 15 Toll Rd Office 291 Corporate Terrace Corona, CA 92879 Toll TUB Westbound 91 West Bound 91 Center Divide Toll TUB Eastbound 91 East Bound 91 Center divide 17336.00600\32785614.1 479 EXHIBIT "B" -COMPENSATION RATES 17336.00600\32785614.1 480 EXHIBIT "C"- FUNDING AGENCY REQUIREMENTS 17336.00600\32785614.1 481 ATTACHMENT 3 Agreement 24-24-050-00 RIVERSIDE COUNTY TRANSPORTATION COMMISSION ON -CALL MAINTENANCE AND REPAIR SERVICES AGREEMENT 1. PARTIES AND DATE. This Agreement is made and entered into this day of , 2024 by and between the Riverside County Transportation Commission ("Commission") and Real Estate Consulting and Services, Inc., a Corporation, with its principal place of business at 18345 Pasadena Street, Lake Elsinore, CA 92530 ("Contractor"). Commission and Contractor are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement. 2. RECITALS. 2.1 Commission is the Transportation Commission for the County of Riverside and organized under the laws of the State of California with the power to contract for services necessary to achieve its purpose. 2.2 Commission owns and operates nine (9) commuter rail stations, one (1) security command center, one (1) transit center, and five (5) toll facilities serving Riverside County, the addresses and descriptions of which are set forth in Exhibit "A", attached hereto and incorporated herein by reference ("Commuter Rail Stations and Toll Facilities"). 2.3 On or about October 5, 2023, Commission issued a Request for Proposals No. 24-24-034-00 ("RFP"), pursuant to which Commission sought proposals for on -call maintenance and repair services for the Commuter Rail Stations and Toll Facilities. 2.4 Contractor desires to perform and assume responsibility for the provision of on -call maintenance and repair services required by Commission on the terms and conditions set forth in this Agreement and in the task order(s) to be solicited, awarded and authorized by Commission Purchase Orders as further described in this Agreement ("Task Order"). 2.5 The work generally includes the maintenance and repair of the Commuter Rail Stations and Toll Facilities. Contractor represents that it is a professional Contractor, experienced in providing on -call maintenance and repair services to public clients, and is familiar with the plans of Commission. 2.6 Commission desires to engage Contractor to render on -call maintenance and repair services for the Commuter Rail Stations and Toll Facilities. On -call maintenance and repair services shall be generally as set forth in Exhibit "A", attached hereto and incorporated herein by reference. On -call maintenance and repair services shall be ordered by Task Order(s) to be issued pursuant to this Agreement for future projects as set forth herein. The services set 17336.00600\32785614.1 482 forth in Exhibit "A" and each individual project ordered under a Task Order shall be referred to, herein, collectively, as the "Project". 2.7 Services procured under a Task Order may be funded, in whole or in part, with state and/or federal funds. Contractor shall comply with all applicable funding requirements. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Contractor promises and agrees to furnish to Commission all labor materials, tools, equipment, services, and incidental and customary work, as necessary, to fully and adequately provide the on -call maintenance and repair services for the Commuter Rail Stations and Toll Facilities required by Commission, as shall be generally described in Exhibit "A" and as more specifically described in each Task Order, collectively referred to herein as the "Services". On -call Services shall be more particularly described in the individual Task Orders issued by the Commission's Executive Director or designee. No Services shall be performed unless authorized by a Commission Purchase Order for Task Order Services, as further detailed herein. All Services shall be subject to, and performed in accordance with, this Agreement, the relevant Task Order, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations 3.1.2 Term. The term of this Agreement shall be from July 1, 2023 to June 30, 2026, unless earlier terminated as provided herein. Contractor shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Services. 3.2 Responsibilities of Contractor. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Contractor or under its supervision. Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. Commission retains Contractor on an independent contractor basis and not as an employee. Contractor retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Contractor shall also not be employees of Commission and shall at all times be under Contractor's exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 17336.00600\32785614.1 2 483 3.2.2 Task Orders; Commencement and Schedule of Services. Services under this Agreement shall be competitively solicited amongst Contractor and the other firms identified in Section 3.3.2 of this Agreement pursuant to a Task Order request for bid process. If Contractor's Task Order bid is selected for a Project, the Commission shall issue a Purchase Order for the Services. Contractor's agreement to the final terms of a proposed Task Order, Commission's issuance of a Purchase Order and Contractor's commencement of the Services following issuance of the Purchase Order shall indicate the Parties' agreement to the terms of the relevant Task Order. Contractor shall commence Services under a Task Order within five (5) days of receiving a Purchase Order for the Task Order Services from the Commission. Each request for Task Order bids shall identify the funding source(s) to be used to fund the Services under the relevant Task Order, and Contractor shall comply with the requirements specified herein, and in the attached exhibits, applicable to the identified funding source(s). Contractor represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Contractor's conformance with each Schedule, the Commission shall respond to Contractor's submittals in a timely manner. Upon the Commission's request, Contractor shall provide a more detailed schedule of anticipated performance to meet the relevant Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Contractor shall be subject to the approval of Commission. 3.2.4 Commission's Representative. The Commission hereby designates the Executive Director, or his or her designee, to act as its representative for the performance of this Agreement ("Commission's Representative"). Commission's Representative shall have the power to act on behalf of the Commission for all purposes under this Agreement. Contractor shall not accept direction or orders from any person other than the Commission's Representative or his or her designee. 3.2.5 Contractor's Representative. Contractor hereby designates Jeffery A. Coss or his or her designee, to act as its representative for the performance of this Agreement ("Contractor's Representative"). Contractor's Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. The Contractor's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.6 Coordination of Services. Contractor agrees to work closely with Commission staff in the performance of Services and shall be available to Commission's staff, consultants and other staff at all reasonable times. 3.2.7 Standard of Care; Performance of Employees. Contractor shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the professional 17336.00600\32785614.1 3 484 calling necessary to perform the Services. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Contractor shall perform, at its own cost and expense and without reimbursement from the Commission, any services necessary to correct errors or omissions which are caused by the Contractor's failure to comply with the standard of care provided for herein. Any employee of the Contractor or its sub -contractors who is determined by the Commission to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the Commission, shall be promptly removed from the Project by the Contractor and shall not be re-employed to perform any of the Services or to work on the Project. 3.2.8 Period of Performance. Contractor shall perform the Services in strict accordance with any completion schedule or Project milestones described in each Task Order. Contractor agrees that if the Services are not completed within the aforementioned performance time and/or pursuant to any such completion schedule or Project milestones developed pursuant to provisions of this Agreement and included in any Task Order, it is understood, acknowledged and agreed that the Commission will suffer damage. 3.2.9 Disputes. Should any dispute arise respecting the true value of any work done, of any work omitted, or of any extra work which Contractor may be required to do, or respecting the size of any payment to Contractor during the performance of this Contract, Contractor shall continue to perform the Work while said dispute is decided by the Commission. If Contractor disputes the Commission's decision, Contractor shall have such remedies as may be provided by law. 3.2.10 Laws and Regulations; Employee/Labor Certifications. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. If the Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the Commission, Contractor shall be solely responsible for all costs arising therefrom. Commission is a public entity of the State of California subject to, among other rules and regulations, the Public Utilities Code, Public Contract Code, and Labor Code of the State. It is stipulated and agreed that all provisions of the law applicable to the public contracts of a county transportation commissions are a part of this Agreement to the same extent as though set forth herein and will be complied with. These include but are not limited to the payment of prevailing wages, the stipulation that eight (8) hours' labor shall constitute a legal day's work and that no worker shall be permitted to work in excess of eight (8) hours during any one calendar day except as permitted by law. Contractor shall defend, indemnify and hold Commission, its officials, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 17336.00600\32785614.1 4 485 3.2.10.1 Employment Eligibility; Contractor. By executing this Agreement, Contractor verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time. Such requirements and restrictions include, but are not limited to, examination and retention of documentation confirming the identity and immigration status of each employee of the Contractor. Contractor also verifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the term of the Agreement. Contractor shall avoid any violation of any such law during the term of this Agreement by participating in an electronic verification of work authorization program operated by the United States Department of Homeland Security, by participating in an equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, or by some other legally acceptable method. Contractor shall maintain records of each such verification, and shall make them available to the Commission or its representatives for inspection and copy at any time during normal business hours. The Commission shall not be responsible for any costs or expenses related to Contractor's compliance with the requirements provided for in Section 3.2.10 or any of its sub -sections. 3.2.10.2 Employment Eligibility; Subcontractors, Sub - subcontractors and consultants. To the same extent and under the same conditions as Contractor, Contractor shall require all of its subcontractors, sub -subcontractors and consultants performing any work relating to the Project or this Agreement to make the same verifications and comply with all requirements and restrictions provided for in Section 3.2.10.1. 3.2.10.3 Employment Eligibility; Failure to Comply. Each person executing this Agreement on behalf of Contractor verifies that they are a duly authorized officer of Contractor, and understands that any of the following shall be grounds for the Commission to terminate the Agreement for cause: (1) failure of Contractor or its subcontractors, sub - subcontractors or consultants to meet any of the requirements provided for in Sections 3.2.10.1 or 3.2.10.2; (2) any misrepresentation or material omission concerning compliance with such requirements (including in those verifications provided to the Contractor under Section 3.2.10.2); or (3) failure to immediately remove from the Project any person found not to be in compliance with such requirements. 3.2.10.4 Labor Certification. By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.2.10.5 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Contractor shall also comply with all relevant provisions of 17336.00600\32785614.1 5 486 Commission's Disadvantaged Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.2.10.6 Air Quality. Contractor must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the California Air Resources Board (CARB). Contractor shall specifically be aware of the CARB limits and requirements' application to "portable equipment", which definition is considered by CARB to include any item of equipment with a fuel -powered engine. Contractor shall indemnify Commission against any fines or penalties imposed by CARB or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Contractor, its subcontractors, or others for whom Contractor is responsible under its indemnity obligations provided for in this Agreement. 3.2.10.7 Water Quality. (A) Management and Compliance. To the extent applicable, Contractor's Services must account for, and fully comply with, all local, state and federal laws, rules and regulations that may impact water quality compliance, including, without limitation, all applicable provisions of the Federal Water Pollution Control Act (33 U.S.C. §§ 1300); the California Porter -Cologne Water Quality Control Act (Cal Water Code §§ 13000-14950); laws, rules and regulations of the Environmental Protection Agency and the State Water Resources Control Board; the Commission's rules regarding discharges of storm water; and any and all regulations, policies, or permits issued pursuant to any such authority regulating the discharge of pollutants, as that term is used in the Porter -Cologne Water Quality Control Act, to any ground or surface water in the State. (B) Liability for Non -Compliance. Failure to comply with the laws, regulations and policies described in this Section is a violation of law that may subject Contractor or Commission to penalties, fines, or additional regulatory requirements. Contractor shall defend, indemnify and hold the Commission, its officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from and against any and all fines, penalties, claims or other regulatory requirements imposed as a result of Contractor's non-compliance with the laws, regulations and policies described in this Section, unless such non-compliance is the result of the sole established negligence, willful misconduct or active negligence of the Commission, its officials, officers, agents, employees or authorized volunteers. (C) Training. In addition to any other standard of care requirements set forth in this Agreement, Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them without impacting water quality in violation of the laws, regulations and policies described in this Section. Contractor further warrants that it, its employees and subcontractors will receive adequate training, as determined by Commission, regarding the requirements of the laws, regulations and policies described in this Section as they may relate to the Services provided under this Agreement. Upon request, Commission will provide Contractor with a list of training programs that meet the requirements of this paragraph. 17336.00600\32785614.1 6 487 3.2.11 Insurance. 3.2.11.1 Time for Compliance. Contractor shall not commence work under this Agreement until it has provided evidence satisfactory to the Commission that it has secured all insurance required under this section, in a form and with insurance companies acceptable to the Commission. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. 3.2.11.2 Minimum Requirements. Contractor shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Contractor, its agents, representatives, employees or subcontractors. Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001 or exact equivalent); (2) Automobile Liability: Insurance Services Office Business Auto Coverage (form CA 0001, code 1 (any auto) or exact equivalent); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. (B) Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) if Contractor has an employees, Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Practices Liability limits of $1,000,000 per accident. 3.2.11.3 Insurance Endorsements. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms approved by the Commission to add the following provisions to the insurance policies: (A) General Liability. (i) Commercial General Liability Insurance must include coverage for (1) bodily Injury and property damage; (2) personal Injury/advertising Injury; (3) premises/operations liability; (4) products/completed operations liability; (5) aggregate limits that apply per Project; (6) explosion, collapse and underground (UCX) exclusion deleted; (7) contractual liability with respect to this Agreement; (8) broad form property damage; and (9) independent contractors coverage. 17336.00600\32785614.1 7 488 (ii) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; or (3) contain any other exclusion contrary to this Agreement. (iii) The policy shall give the Commission, its directors, officials, officers, employees, and agents insured status using ISO endorsement forms 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (iv) The additional insured coverage under the policy shall be "primary and non-contributory" and will not seek contribution from the Commission's insurance or self-insurance and shall be at least as broad as CG 20 01 04 13, or endorsements providing the exact same coverage. (v) The policy shall not include any restrictions related to indemnity for work performed within fifty (50) feet of Commission's railroad right-of- way/tracks. (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the Commission, its directors, officials, officers, employees and agents shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Contractor or for which the Contractor is responsible; and (2) the insurance coverage shall be primary insurance as respects the Commission, its directors, officials, officers, employees and agents, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any insurance or self-insurance maintained by the Commission, its directors, officials, officers, employees and agents shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way. (C) Workers' Compensation and Employers Liability Coverage. (i) Contractor certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (ii) The insurer shall agree to waive all rights of subrogation against the Commission, its directors, officials, officers, employees and agents for losses paid under the terms of the insurance policy which arise from work performed by the Contractor. (D) Railroad Protective Liability. In addition to the policies specified above, prior to commencing any Task Order work within (50) feet of Commission's railroad right-of-way/tracks, Contractor shall acquire and keep in force during the period of such 17336.00600\32785614.1 8 489 work $2,000,000 (combined single limit)/ $6,000,000 (aggregate limit) of railroad protective liability insurance naming only Commission as the insured. (E) All Coverages. (i) limits set forth hereunder. Defense costs shall be payable in addition to the (ii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits set forth herein shall be available to the Commission, its directors, officials, officers, employees and agents as additional insureds under said policies. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. (iii) The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the Commission (if agreed to in a written contract or agreement) before the Commission's own insurance or self-insurance shall be called upon to protect it as a named insured. The umbrella/excess policy shall be provided on a "following form" basis with coverage at least as broad as provided on the underlying policy(ies). (iv) Contractor shall provide the Commission at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Contractor shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Contractor shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the Commission at least ten (10) days prior to the effective date of cancellation or expiration. (v) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Contractor shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Contractor shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims -made policy with a retroactive date subsequent to the effective date of this Agreement. (vi) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Contractor, and any approval of said insurance 17336.00600\32785614.1 9 490 by the Commission, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Contractor pursuant to this Agreement, including but not limited to, the provisions concerning indemnification. (vii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, Commission has the right but not the duty to obtain the insurance it deems necessary and any premium paid by Commission will be promptly reimbursed by Contractor or Commission will withhold amounts sufficient to pay premium from Contractor payments. In the alternative, Commission may cancel this Agreement. The Commission may require the Contractor to provide complete copies of all insurance policies in effect for the duration of the Project. (viii) Neither the Commission nor any of its directors, officials, officers, employees or agents shall be personally responsible for any liability arising under or by virtue of this Agreement. Each insurance policy required by this Agreement shall be endorsed to state that: 3.2.11.4 Deductibles and Self -Insurance Retentions. Any deductibles or self -insured retentions must be declared to and approved by the Commission. If the Commission does not approve the deductibles or self -insured retentions as presented, Contractor shall guarantee that, at the option of the Commission, either: (1) the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects the Commission, its directors, officials, officers, employees and agents; or, (2) the Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.2.11.5 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the Commission. 3.2.11.6 Verification of Coverage. Contractor shall furnish Commission with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the Commission. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements must be received and approved by the Commission before work commences. The Commission reserves the right to require complete, certified copies of all required insurance policies, at any time. 3.2.11.7 Subcontractor Insurance Requirements. Contractor shall not allow any subcontractors or subcontractors to commence work on any subcontract until they have provided evidence satisfactory to the Commission that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subcontractors shall be endorsed to name the Commission as an additional 17336.00600\32785614.1 10 491 insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Contractor, the Commission may approve different scopes or minimum limits of insurance for particular subcontractors or subcontractors. 3.2.12 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.2.13 Accounting Records. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of Commission during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.3 Fees and Payments; Labor Code Requirements; Bonds 3.3.1 Compensation. Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "B" attached hereto and incorporated herein by reference, or at the lump sum set forth in a Task Order, in accordance with the terms of the relevant Task Order. The total compensation per Task Order shall be set forth in the relevant Task Order, and shall not exceed said amount without the written approval of the Commissioner's Executive Director. The total value each Task Order shall be set forth in the relevant Task Order. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.3.2 NTE Sum. Commission has or will enter into three (3) task order contracts for the Services generally identified in Exhibit "A" ("On -Call Maintenance and Repair Services Task Order Contracts"). The other On -Call Maintenance and Repair Services Task Order Contract is Agreement No. 24-24-034-00 to 4D Surface Management, Inc. and Agreement No. 24-24-049-00 to Joshua Grading & Excavating. The total amount payable by Commission for the On -Call Maintenance and Repair Services Task Order Contracts shall not exceed a cumulative maximum total value of $XXXXXXX ("NTE Sum"). It is understood and agreed that there is no guarantee, either expressed or implied that this dollar amount will be authorized under the On -Call Maintenance and Repair Services Task Order Contracts through Task Orders. Each time a Task Order is awarded under any of the On -Call Maintenance and Repair Services Task Order Contracts, the Commission shall send written notification to Contractor and 17336.00600\32785614.1 11 492 each of the other Contracts. The notice shall identify the total funds allocated under issued Task Orders, and the remaining unencumbered amount of the NTE Sum. Contractor acknowledges and agrees that Commission shall not pay any amount under this Agreement that would exceed the NTE Sum, and Contractor shall not knowingly enter into a Task Order that exceeds the NTE Sum. 3.3.3 Payment of Compensation. Contractor shall submit to Commission a monthly itemized statement which indicates work completed and hours of Services rendered by Contractor. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. Commission shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.4 Reimbursement for Expenses. Contractor shall not be reimbursed for any expenses unless authorized in writing by Commission. 3.3.5 Extra Work. At any time during the term of this Agreement, Commission may request that Contractor perform Extra Work. As used herein, "Extra Work" means any work which is determined by Commission to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Contractor shall not perform, nor be compensated for, Extra Work without written authorization from Commission's Representative. 3.3.6 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Since the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $15,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Commission shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Contractor's principal place of business and at the project site. Contractor shall defend, indemnify and hold the Commission, its officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.3.6 Payroll Records. In accordance with the requirements of California Labor Code Section 1776, Contractor shall keep accurate payroll records which are either on forms provided by the Division of Labor Standards Enforcement or which contain the same information required by such forms. Responsibility for compliance with California Labor Code Section 1776 shall rest solely with Contractor, and Contractor shall make all such records available for inspection at all reasonable hours. 17336.00600\32785614.1 12 493 3.3.7 Registration. Since the Services are being performed as part of an applicable "public works" or "maintenance" project, pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Project and require the same of any subcontractor. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor's sole responsibility to comply with all applicable registration and labor compliance requirements. 3.3.8 Employment of Apprentices. This Agreement shall not prevent the employment of properly indentured apprentices in accordance with the California Labor Code, and no employer or labor union shall refuse to accept otherwise qualified employees as indentured apprentices on the work performed hereunder solely on the ground of race, creed, national origin, ancestry, color or sex. Every qualified apprentice shall be paid the standard wage paid to apprentices under the regulations of the craft or trade in which he or she is employed and shall be employed only in the craft or trade to which he or she is registered. If California Labor Code Section 1777.5 applies to the Services, Contractor and any subcontractor hereunder who employs workers in any apprenticeable craft or trade shall apply to the joint apprenticeship council administering applicable standards for a certificate approving Contractor or any sub -contractor for the employment and training of apprentices. Upon issuance of this certificate, Contractor and any sub -contractor shall employ the number of apprentices provided for therein, as well as contribute to the fund to administer the apprenticeship program in each craft or trade in the area of the work hereunder. The parties expressly understand that the responsibility for compliance with provisions of this Section and with Sections 1777.5, 1777.6 and 1777.7 of the California Labor Code in regard to all apprenticeable occupations lies with Contractor. 3.3.9 Eight -Hour Law. Pursuant to the provisions of the California Labor Code, eight hours of labor shall constitute a legal day's work, and the time of service of any worker employed on the work shall be limited and restricted to eight hours during any one calendar day, and forty hours in any one calendar week, except when payment for overtime is made at not less than one and one-half the basic rate for all hours worked in excess of eight hours per day ("Eight -Hour Law"), unless Contractor or the Services are not subject to the Eight -Hour Law. Contractor shall forfeit to Commission as a penalty, $50.00 for each worker employed in the execution of this Agreement by him, or by any sub -contractor under him, for each calendar day during which such workman is required or permitted to work more than eight hours in any calendar day and forty hours in any one calendar week without such compensation for overtime violation of the provisions of the California Labor Code, unless Contractor or the Services are not subject to the Eight -Hour Law. 3.3.10 Bonds. 3.3.10.1 Payment Bond. If requested by the Commission as part of a Task Order proposal request, Contractor shall execute and provide to the Commission concurrently with the executed Task Order a payment bond in an amount required by the Commission and in a form provided or approved by the Commission. If such bond is required, 17336.00600\32785614.1 13 494 no payment will be made to Contractor until the bond has been received and approved by the Commission. 3.3.10.2 Bond Provisions. Should, in the Commission's sole opinion, any bond become insufficient or any surety be found to be unsatisfactory, Contractor shall renew or replace the affected bond within (ten) 10 days of receiving notice from Commission. In the event the surety or Contractor intends to reduce or cancel any required bond, at least thirty (30) days prior written notice shall be given to the Commission, and Contractor shall post an acceptable replacement bond at least ten (10) days prior to expiration of the original bond. No further payments shall be deemed due or will be made under the relevant Task Order until any replacement bond required by this section are accepted by the Commission. To the extent, if any, that the total price under a Task Order requiring a bond is increased in accordance with this Agreement, the Contractor shall, upon request of the Commission, cause the amount of the bond to be increased accordingly and shall promptly deliver satisfactory evidence of such increase to the Commission. 3.3.10.3 Surety Qualifications. Only bonds executed by an admitted surety insurer, as defined in California Code of Civil Procedure Section 995.120, shall be accepted. The surety must be a California -admitted surety and satisfactory to the Commission. If a California -admitted surety insurer issuing bonds does not meet these requirements, the insurer will be considered qualified if it is in conformance with Section 995.660 of the California Code of Civil Procedure, and proof of such is provided to the Commission. 3.4 Termination of Agreement. 3.4.1 Grounds for Termination. Commission may, by written notice to Contractor, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Contractor of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Contractor shall be compensated only for those services which have been adequately rendered to Commission, and Contractor shall be entitled to no further compensation. Contractor may not terminate this Agreement except for cause. 3.4.2 Effect of Termination. If this Agreement is terminated as provided herein, Commission may require Contractor to provide all finished or unfinished Documents and Data and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request. 3.4.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, Commission may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5 General Provisions. 3.5.1 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: 17336.00600\32785614.1 14 495 CONSULTANT: Real Estate Consulting & Services, Inc. 18345 Pasadena St Lake Elsinore, CA 92530 Attn: Jeffery A. Coss COMMISSION: Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor Riverside, CA 92501 Attn: Executive Director Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.2 Indemnification. 3.5.2.1 Scope of Indemnity. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold the Commission, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions of Contractor, its officials, officers, employees, subcontractors, contractors or agents in connection with the performance of the Services, the Project, this Agreement or any Task Order, including without limitation the payment of all consequential damages, expert witness fees and attorneys' fees and other related costs and expenses. The only limitations on this provision shall be those imposed by Civil Code Section 2782. 3.5.2.2 Additional Indemnity Obligations. Contractor shall defend, with Counsel of Commission's choosing and at Contractor's own cost, expense and risk, any and all claims, suits, actions or other proceedings of every kind covered by Section 3.5.2.1 that may be brought or instituted against Commission or its officials, officers, employees, volunteers and agents. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against Commission or its officials, officers, employees, volunteers and agents as part of any such claim, suit, action or other proceeding. Contractor shall also reimburse Commission for the cost of any settlement paid by Commission or its officials, officers, employees, agents or volunteers as part of any such claim, suit, action or other proceeding. Such reimbursement shall include payment for Commission's attorneys' fees and costs, including expert witness fees. Contractor shall reimburse Commission and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall survive expiration or termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by the Commission, its officials officers, employees, agents, or volunteers. 3.5.3 Governing Law; Government Code Claim Compliance. This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, 17336.00600\32785614.1 15 496 Contractor must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the Commission. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Contractor. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Contractor shall be barred from bringing and maintaining a valid lawsuit against the Commission. 3.5.4 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.5 Commission's Right to Employ Other Contractors. Commission reserves right to employ other contractors in connection with this Project. 3.5.6 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 3.5.7 Assignment or Transfer. Contractor shall not assign, hypothecate or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the Commission. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. 3.5.8 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Contractor include all personnel, employees, agents, and subcontractors of Contractor, except as otherwise specified in this Agreement. All references to Commission include its officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this Agreement. 3.5.9 Amendment; Modification. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.10 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel or otherwise. 3.5.11 No Third Party Beneficiaries. Except to the extent expressly provided for in Section 3.5.7, there are no intended third party beneficiaries of any right or obligation assumed by the Parties. 17336.00600\32785614.1 16 497 3.5.12 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.13 Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Contractor further agrees to file, or shall cause its employees or subcontractors to file, a Statement of Economic Interest with the Commission's Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, Commission shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of Commission, during the term of his or her service with Commission, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.14 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.15 Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.16 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.5.17 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.18 Federal Provisions. Funding for Services under a Task Order may be provided, in whole or in part, by the Federal Transportation Administration ("FTA"), by the California Department of Transportation (Caltrans), or by the South Coast Air Quality Management District ("SCAQMD"). Contractor shall also fully and adequately comply with the FTA, Caltrans and SCAQMD provisions included in Exhibit "C" (Funding Agency Requirements) attached hereto and incorporated herein by reference ("Funding Agency Requirements"), as applicable based on the funding source for the relevant Task Order. With respect to any conflict between such Funding Agency Requirements and the terms of this Agreement and/or the provisions of state law, the more stringent requirement shall control. 17336.00600\32785614.1 17 498 SIGNATURE PAGE FOR ON -CALL MAINTENANCE AND REPAIR SERVICES AGREEMENT BETWEEN THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION AND REAL ESTATE CONSULTING & SERVICES, INC. IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the date first set forth above. RIVERSIDE COUNTY CONTRACTOR TRANSPORTATION COMMISSION Anne Mayer Executive Director Approved as to form: Best Best & Krieger LLP General Counsel Signature Name Title ATTEST: Signature Name 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 referenced persons are not the intended signators, evidence of signature authority shall be provided to Commission. 17336.00600\32785614.1 18 499 EXHIBIT "A" - SCOPE OF SERVICES 17336.00600\32785614.1 500 STATEMENT OF SERVICES A. SCHEDULING OF WORK The Contractor shall accomplish all routine maintenance required under this Contract between the hours of 8:00 a.m. and 3:30 p.m. Monday through Friday unless otherwise authorized or directed by the Commission. The Commission may provide, on an individual basis, permission to perform maintenance at other hours or on the weekends. B. PROCEDURES FOR THE DEVELOPMENT OF TASK ORDERS 1. The Commission will provide the Contractor with a description of Work it wishes Contractor to perform under this Contract. The description shall include sufficient detail to permit the Contractor to provide a Task Order Price, including the ability to cost any special insurance, bonding or other costs associated with the requested Work. 2. As needs arise, the Commission will develop a brief scope of work and select a consultant from the list of bench consultants depending on the type of support needed and the qualifications of the firm. The selected consultant will respond by providing information about the level of effort required to perform the required services. This will be documented on a pre -approved Contract Task Order (CTO). Rates and cost for each CTO will be in accordance with rates indicated in the price schedules. Upon approval by the Commission's Project Manager, a CTO will be issued on a time and expense basis. The consultant will be required to commence work within five days or sooner after receiving a fully executed CTO. 3. The Commission and Contractor will work cooperatively to address any issues and negotiate a final Task Order and Task Order Price. Such negotiations shall be limited to the price and the scope of Work to be performed. 4. The Commission shall prepare, sign and deliver to the Contractor for signature a Task Order consistent with the negotiations and include sufficient exhibits and documentation to fully memorialize the understanding of the parties with respect to price and the Scope of Work to be performed under the Task Order. 5. The Contractor shall sign and deliver to the Commission the signed copies of the Task Order within two (2) days of receipt of a Task Order executed by an authorized representative of the Commission. 6. Unless otherwise provided for within the Task Order, the Contractor shall commence the Work provided for in the Task Order within five (5) days 17336.00600\32785614.1 501 of Contractor's delivery of the fully executed Task Order to Commission, and without the need for further notice or authorization by the Commission. C. STORM WATER POLLUTION PREVENTION PROGRAM (SWPPP) 1. Contractor shall ensure that all employees and subcontractor employees are trained and are aware of the following Site Specific Storm Water Pollution Prevention Requirements: a. No discharge of fertilizers, pesticide, and wastes into street or storm drains; b. No blowing or sweeping debris into street or storm drains; c. No hosing down of the parking lot; d. No vehicle washing or maintenance on site; e. Close dumpster lids at all time; f. No disposing of wash water into street or storm drains; and g. Remove all foreign objects (leaves, cans, cigarette butts, paper etc.) from in front of drainage inlets and gutter areas. 2. The Contractor shall provide annual refresher training on the Site Specific Storm Water Pollution Prevention Requirements to its employees and subcontractors. 3. The Contractor shall document the training on the attached Site Specific Storm Water Pollution Prevention Training Log and provide it annually to RCTC. Form included. D. CHEMICALS 1. Contractor shall provide a list of all chemicals that are proposed to be used on the project. This list shall be submitted to RCTC for review and approval, prior to use of the chemicals. 2. Contractor shall provide Material Safety Data Sheets (MSDS) for all chemicals that are to be used on the project. 3. Contractor shall ensure the field crews carry copies of the MSDS for all chemicals they have while on -site. 4. Contractor is encouraged to use bio-degradable or environmentally friendly chemicals. 5. Contractor shall ensure that all employees are properly trained in the use and handling of the approved chemicals. 6. Contractor shall ensure that all employees, including subcontractors, utilize the proper PPE as specified by the chemical or the Contractor's safety plan, whichever is most stringent. 17336.00600\32785614.1 502 ON -CALL MAINTENANCE The following list is a non -exhaustive list of tasks that may be requested to be provided by the Contractor: A. POTENTIAL FUTURE MAINTENANCE OUTSIDE OF RAILROAD RIGHT-OF-WAY AND TOLL FACILITIES 1. Asphalt repairs within parking lot or bus lane -cold patch or saw cut, removal and placement of hot mix, place guard top slurry seal. 2. Parking stalls striping or stenciling. 3. Concrete curb painting. 4. Concrete wheel stop removal, replacement, purchase, and installation. 5. Miscellaneous painting touch up on canopies, towers, benches, handrail/guardrail, trash cans, trash dumpster gates, walls inside of the pedestrian overcrossings, light poles, monuments and other areas as necessary. 6. Repairs to the walls inside of the pedestrian overcrossings. 7. Repairs to Stucco walls and columns. 8. Clean out plugged drains- toilet, sink, platform, and drinking faucets. 9. Repair, patch, or replace damaged concrete curb, gutter, platform, sidewalk, handicap ramps, mini -ramps, stairs, color concrete, etc. 10. Repair or patch roofing. 11. Remove, replace, purchase, and install Station Signage on post, light poles, CCTV poles, columns, and walls 12. Perform various plumbing maintenance/repairs - locate water leaks, repair leaking pipe, replace old or. damaged bathroom fixtures, replace old or damaged drinking fountains and hose bibs, and other work as necessary 13. Remove, clean, and place anti -slip floor treatment. 14. Remove or relocate bike lockers and racks. 15. Repair and or replace bike storage facilities and racks. 16. Replace or repair trash receptacles. 17. Place new concrete or asphalt as directed. 18. Repair and replace ADA ramps, pathways using current standards 19. Remove, replace, relocate, or install new bollards - steel and concrete. 20. Provide forces and equipment to unload and place heavy or large items purchased for use at the stations i.e. kiosks, benches, bike racks, bike lockers, furniture, etc. 21. Paint Canopies and Canopy columns. 22. Repair, or perform maintenance on Storm Drain Curb Inlets and manholes. 23. Maintenance or repairs to Water main lines and laterals. 17336.00600\32785614.1 503 24 Maintenance or repairs to sewer main lines and laterals. 25 Maintenance or repairs to the Station fire hydrants. 26 Purchase and install box drains and place drain lines in landscape planters at Downtown Riverside Station. 27 Purchase and install window treatments - solar shades or window tint in security room. 28 Maintain, Install, Repair Solar Panels, carport structures, flagpoles, Guard Shacks, and Doors. 29 Maintenance, repairs, or painting of Light Poles. 30 Concrete pour inspections, roadway maintenance/repair, and sign installation as needed and allowable. 31 Other repairs/replacement and maintenance as requested. 32 Repair and service Commission owned assets as needed: Generators, Solar equipment, Elevators, Parking structures and other equipment 33 Modernize/Improve station equipment assets as required and needed: Elevators, Generators, Parking structures, Solar equipment for Commission owned assets, and other equipment B. POTENTIAL FUTURE MAINTENANCE WITHIN THE RAILROAD RIGHT- OF -WAY OR WORK WITH THE POTENTIAL TO FOUL THE TRACK 1. Repair or replace at -grade pedestrian crossings at the ends of the platforms. 2. Repair rolling or sliding gates at the Stations at -grade pedestrian crossings. 3. Perform maintenance or repairs on the outside of Pedestrian Bridge and Towers. 4. Perform electrical maintenance or repairs on light poles near the railroad tracks, on neon signs located on the Pedestrian Bridges, etc. 5. Repair or patch roofing on Pedestrian Bridges. 6. Paint or touch up Pedestrian Bridge and Towers. 7. Remove, purchase, and install new windows or revised window system within Pedestrian Bridge. 8. Install anti -bird devices on Pedestrian Bridge and Towers. 9. Pressure wash and/or clean Pedestrian Bridge and Towers. 10. Remove CCTV Camera Poles from between the tracks. 11. Repair Damaged Platform Canopies. 12. Repair or replace Tactile Tile along Station platforms. 13. Repair / Maintenance to concrete platforms. 14. Repair / Maintenance and painting of handrail/guardrail. 15. Repair / Maintenance and painting of center line track fence between Main Line 1 and Main Line 2 tracks. 17336.00600\32785614.1 504 16. Maintenance to ballast at end of platforms or around at -grade pedestrian crossings. 17. Repair, clean, maintenance to Platform drains. 18. Remove, replace, or place new Signage at the ends of the Station platforms. 19. Remove, replace, or place new Painted striping and lettering on concrete platform within railroad right-of-way. 20. Repair plumbing leaks within concrete platforms. 21. Power wash sidewalks, platforms, and canopies 22. Other repairs/maintenance as requested. STATION LOCATIONS West Corona Metrolink Station 155 S. Auto Center Drive Corona, CA 92880 La Sierra Station 10901-A Indiana Ave Riverside, CA 92503 Pedley Station 6001 Pedley Road Riverside, CA 92509 Hunter Park Station 1101 Marlborough Avenue Riverside, CA 92507 South Perris Station 1304 Case Road Perris, CA 92510 Operations Control Center 4344 Vine Street Riverside CA, 92507 North Main Corona Station 250 E. Blaine Street Corona, CA 92879 La Sierra Bus Station 10901-B Indiana Ave Riverside, CA 92503 Perris Downtown Station 121 South C Street Perris, CA 92570 Moreno Valley/MF Station 14160 Meridian Parkway Riverside, CA 92518 Riverside Downtown 4066 Vine Street Riverside, CA 92507 17336.00600\32785614.1 505 TOLL FACILITIES FAM ROC 120 N. Joy Street 301 Corporate Terrace Corona, CA 92879 Corona, CA 92879 15 Toll Rd Office 291 Corporate Terrace Corona, CA 92879 Toll TUB Westbound 91 West Bound 91 Center Divide Toll TUB Eastbound 91 East Bound 91 Center divide 17336.00600\32785614.1 506 EXHIBIT "B" -COMPENSATION RATES 17336.00600\32785614.1 507 EXHIBIT "C"- FUNDING AGENCY REQUIREMENTS 17336.00600\32785614.1 508 AGENDA ITEM 6F RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: January 10, 2024 TO: Riverside County Transportation Commission FROM: Martha Masters, Senior Management Analyst Jenny Chan, Planning and Programming Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Riverside County 2025 Federal Transportation Financial Resolution Improvement Program STAFF RECOMMENDATION: This item is for the Commission to: 1) Adopt Resolution No. 24-001, "Resolution of the Riverside County Transportation Commission Certifying Riverside County has Resources to Fund Projects in the Federal Fiscal Years 2024/25 Through 2029/30 Transportation Improvement Program and Affirming Commitment to Implement All Projects and Phases as Applicable in the Program". BACKGROUND INFORMATION: The Federal Transportation Improvement Program (FTIP) is a federally required document that lists transportation projects funded with federal, state, and local funds for the next six -year period. The Southern California Association of Governments (SCAG) is responsible for preparing the FTIP every two years for the six counties within the SCAG region and for performing the following five conformity tests: • Consistency with SCAG's Regional Transportation Plan/Sustainable Communities Strategy (RTP/SCS); • Regional Emission Analysis; • Timely Implementation of Transportation Control Measures (TCM); • Financial Constraint; and • Interagency Consultation and Public Involvement. The 2025 FTIP update covers Federal Fiscal Years (FFYs) 2024/25 through 2029/30 and reflects projects listed in the 2024 RTP/SCS. All federal- and state -funded projects must be included in the FTIP prior to spending federal funds. The attached resolution must be included in the 2025 FTIP to certify the Riverside County portion of the FTIP is financially constrained and to affirm the commitment to implement the projects. Financial constraint and project commitment is defined as follows: Agenda Item 6F 509 1. Financial Constraint: The Commission must certify the Riverside County Transportation Improvement Program is financially constrained (projects are not programmed in excess of funding levels) and the funding may be reasonably expected to carry out the program. 2. Project Commitment: The Commission must affirm its highest priorities for funding are the projects in the 2025 FTIP. The affirmation is specifically targeted to enforceable TCMs, which are critical to meeting air quality and transportation conformity, as required by federal and state law. Over the past three months, staff reviewed projects submitted by Caltrans, local agencies, and transit operators in Riverside County. This review included projects on freeways, state highways, arterials, routes that provide access to major activity centers, goods movement routes, intermodal facilities, and fixed transit routes. Projects that have completed construction were identified and removed from the 2025 FTIP, while other projects were added, deleted, or modified at the request of project sponsors. All project programming was reviewed with project sponsors to ensure each project clearly identifies funding sources and schedules. There are 19 TCM projects in the 2025 FTIP with completion dates ranging from 2025 to 2029, at an estimated cost of $773 million. TCMs are specific transportation projects and programs committed to help improve air quality, regardless of the source of funding. Project sponsors have been notified that TCMs must be operational or implemented by the completion date committed to in the FTIP. If not, these projects must be substituted by another TCM-eligible project. The SCAG Regional Council is scheduled to approve the 2025 FTIP by September 2024. SCAG subsequently will pursue the necessary state and federal approvals for the 2025 FTIP. These approvals are anticipated to occur by early December 2024, at which point the 2025 FTIP takes effect. SCAG allows submittal of minor changes to projects through amendments that occur throughout the two-year cycle; staff coordinates amendments with the appropriate local agencies. FISCAL IMPACT: This item does not have a financial impact; separate actions have been or will be taken to fund specific projects as necessary. Attachments: 1) RCTC Resolution No. 24-001 2) 2025 FTIP Funding Summary — FFY 2024/25 — FFY 2029/30 Agenda Item 6F 510 ATTACHMENT 1 RESOLUTION NO. 24-001 RESOLUTION OF THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION CERTIFYING RIVERSIDE COUNTY HAS RESOURCES TO FUND PROJECTS IN THE FEDERAL FISCAL YEARS 2024/25 THROUGH 2029/30 TRANSPORTATION IMPROVEMENT PROGRAM AND AFFIRMING COMMITMENT TO IMPLEMENT ALL PROJECTS IN THE PROGRAM WHEREAS, Riverside County is located within the metropolitan planning boundaries of the Southern California Association of Governments (SCAG); and WHEREAS, the Infrastructure Investment & Jobs Act (MA) requires SCAG to adopt a regional transportation improvement program for the metropolitan area; and WHEREAS, the IIJA also requires that the regional transportation improvement program include a financial plan that demonstrates how the transportation improvement program can be implemented; and WHEREAS, the Riverside County Transportation Commission (RCTC) is the agency responsible for short-range capital and service planning and programming for the Riverside County area within SCAG; and WHEREAS, as the responsible agency for short-range transportation planning, the RCTC is responsible for developing the Riverside County Transportation Improvement Program (TIP), including all projects utilizing federal and state highway and transit funds; and WHEREAS, the RCTC must determine, on an annual basis, the total amount of funds that could be available for transportation projects within its boundaries; and WHEREAS, the RCTC has adopted the FFY 2024/25 through FFY 2029/30 Riverside County TIP with funding for FFY 2024/25 and FFY 2025/26 available and committed, and reasonably committed for FFY 2026/27 through FFY 2027/2028. NOW, THEREFORE, BE IT RESOLVED by the RCTC that it affirms its continuing commitment to the projects in the FFY 2024/25 through FFY 2029/30 Riverside County TIP; and BE IT FURTHER RESOLVED, that the FFY 2024/25 through FFY 2029/30 Riverside County TIP Financial Plan identifies the resources that are available and committed in the first two years and reasonably available to carry out the program in the last four years, and certifies that: 1. Projects in the FFY 2024/25 through FFY 2029/30 Riverside County TIP are consistent with the proposed 2024 State Transportation Improvement Program (STIP) scheduled to be approved by the California Transportation Commission in March 2024; and 511 2. All of the projects in the Riverside County TIP have complete funding identified in the Program based on reasonably available funding; and 3. Riverside County has the funding capacity in its county Surface Transportation Block Grant Program (STBG) and Congestion Mitigation and Air Quality Program (CMAQ) allocation to fund all of the projects in the FFY 2024/25 through FFY 2029/30 Riverside County TIP; and 4. The local match for projects funded with federal STBG and CMAQ program funds is identified in the TIP; and 5. All the Federal Transit Administration funded projects are programmed within FAST Act Guaranteed Funding Levels. APPROVED AND ADOPTED this 10th day of January, 2024. Lloyd White, Chair Riverside County Transportation Commission ATTEST: Lisa Mobley, Clerk of the Board Riverside County Transportation Commission 512 ATTACHMENT 2 Fund Summary Riverside County Transportation Commission 2025 FTIP (FY 2024/2025 - FY 2029/2030) Local Highway, State Highway, Transit Cost in Thousands FUNDING SOURCE PRIOR 2023 2024 2025 2026 2027 2028 BEYOND TOTAL 2022 EARMARK REPURPOSING $238 $0 $0 $0 $0 $0 $0 $0 $238 Carbon Reduction Program (CRP) $8,466 $0 $0 $0 $0 $0 $0 $0 $8,466 Community Proj Funding -Congressionally Directed $3,300 $0 $0 $0 $0 $0 $0 $0 $3,300 National Highway Freight Program $0 $26,000 $0 $0 $0 $0 $0 $0 $26,000 Railroad Crossing $0 $0 $17,500 $0 $0 $0 $0 $0 $17,500 FEDERAL SUBTOTAL $12,004 $26,000 $17,500 $0 $0 $0 $0 $0 $55,504 2016 EARMARK REPURPOSING $4,842 $0 $0 $0 $0 $0 $0 $0 $4,842 2022 APPROPRIATIONS EARMARKS $5,000 $0 $0 $0 $0 $o $o $0 $5,000 CMAQ $191,002 $612 $77,190 $0 $0 $0 $0 $0 $268,804 COVID Relief Funds - STIP $10,069 $0 $0 $0 $0 $0 $0 $0 $10,069 Coronavirus Response -Relief Supp Appropriations Act $16,891 $0 $0 $0 $0 $0 $0 $0 $16,891 DEMO - TEA 21 $7,918 $0 $0 $0 $0 $0 $0 $0 $7,918 DEMO-SAFETEA-LU $19,287 $0 $0 $0 $0 $0 $0 $0 $19,287 FFY 2006 APPROPRIATIONS EARMARKS $1,841 $o $o $0 $o $0 $o $0 $1,841 FFY 2009 Appropriations Earmarks $950 $0 $0 $0 $0 $0 $0 $0 $950 HIGHWAY INFRASTRUCTURE PROGRAM (HIP) $35,114 $16,100 $4,500 $0 $0 $0 $0 $0 $55,714 INFRASTRUCTURE FOR REBUILDING AMERICA (INFRA) GRANT $50,000 $0 $0 $0 $0 $0 $0 $0 $50,000 Port Infrastructure Development Program $0 $0 $22,000 $0 $0 $0 $0 $0 $22,000 RECREATIONAL TRAILS $1,400 $0 $0 $0 $0 $0 $0 $0 $1,400 STP LOCAL $135,646 $45,391 $31,729 $0 $0 $0 $0 $212,766 STP RAILROAD LOCAL $5,122 $0 $0 $0 $0 $0 $0 $0 $5,122 SURFACE TRANS BLK GRNT LOCAL $51,989 $0 $0 $0 $0 $0 $0 $0 $51,989 SURFACE TRANS PROG $1,000 $0 $0 $0 $0 $0 $0 $0 $1,000 SURFACE TRANS PROG - HR4818 $739 $0 $0 $0 $0 $0 $0 $0 $739 FEDERAL HIGHWAY SUBTOTAL $538,810 $62,103 $135,419 $0 $0 $0 $0 $0 $736,332 1 of 4 513 5307H -Hemet Urbanized Area $16,617 $0 $0 $0 $0 $0 $0 $0 $16,617 53071C -Indio -Cathedral City Urbanized Area $42,401 $0 $0 $0 $0 $0 $0 $0 $42,401 5307LA-LOS ANGELES/LONG BEACH/SANTA ANA URBANIZED AREA $272 $0 $0 $0 $0 $0 $0 $0 $272 5307MT-Murrieta-Temecula Urbanized Area $19,084 $0 $0 $0 $0 $0 $0 $0 $19,084 5307RS-Riverside/San Bernardino Urbanized Area $120,478 $5,378 $0 $0 $0 $0 $0 $0 $125,856 53101C -Indio -Cathedral City Urbanized Area - EM $869 $0 $0 $0 $0 $0 $0 $0 $869 5310MT-Murrieta-Temecula Urbanized Area - EM $1,097 $0 $0 $0 $0 $0 $0 $0 $1,097 5310RS-Riverside/San Bernardino Urbanized Area - EM $1,873 $0 $0 $0 $0 $0 $0 $0 $1,873 5311- NONURBANIZED AREA FORMULA PROGRAM $5,510 $0 $0 $0 $0 $0 $0 $0 $5,510 5311F - INTERCITY BUS $1,466 $0 $0 $0 $0 $0 $0 $0 $1,466 5337RS-Riverside/San Bernardino Urbanized Area $51,724 $20,742 $0 $0 $0 $0 $0 $0 $72,466 5339C -LOW OR NO EMISSION VEHICLE PROGRAM — 5339(C) $20,120 $0 $0 $0 $0 $0 $0 $0 $20,120 5339H -Hemet Urbanized Area - BFG $3,067 $0 $0 $0 $0 $0 $0 $0 $3,067 53391C -Indio -Cathedral City Urbanized Area - BFG $7,335 $0 $0 $0 $0 $0 $0 $0 $7,335 5339LA-LOS ANGELES -LONG BEACH- ANAHEIM URBANIZED AREA - BFG $91 $0 $0 $0 $0 $0 $0 $0 $91 5339MT-Murrieta-Temecula Urbanized Area - BFG $5,320 $0 $0 $0 $0 $0 $0 $0 $5,320 5339RS-Riverside/San Bernardino Urbanized Area - BFG $25,203 $310 $0 $0 $0 $0 $0 $0 $25,513 2 of 4 514 FEDERAL RAILROAD ADMINISTRATION EARMARK $2,982 $0 $0 $0 $0 $0 $0 $0 $2,982 FTA 5307 (FHWA TRANSFER FUNDS) $4,125 $0 $0 $0 $0 $0 $0 $0 $4,125 FTA 5307 UZA FORMULAR $545 $0 $0 $0 $0 $0 $0 $0 $545 FTA 5309(a) GUIDEWY $12,649 $0 $0 $0 $0 $0 $0 $0 $12,649 FTA 5309(c) BUS $7,145 $0 $0 $0 $0 $0 $0 $0 $7,145 FTA 5339b - Bus and Bus Facilities Discretionary Program $21,316 $0 $0 $0 $0 $0 $0 $0 $21,316 NATIONAL RESEARCH AND TECHNOLOGY $37 $0 $0 $0 $0 $0 $0 $0 $37 TRANS ORIENTED DEV PLANNING PILOT PROGRAM $700 $0 $0 $0 $0 $0 $0 $0 $700 FEDERAL TRANSIT SUBTOTAL $372,026 $0 $0 $0 $0 $0 $0 $398,456 $26,430 AGENCY $232,077 $264,302 $1,100,189 $1,311,542 $313,650 $114,793 $192,638 $3,000 $3,532,191 AIR BOARD $27,436 $0 $0 $0 $0 $0 $0 $0 $27,436 BONDS - LOCAL $36,520 $209,000 $71Q000 $0 $0 $0 $0 $0 $955,520 CITY FUNDS $202,651 $175,001 $89,799 $178,013 $146,901 $48,894 $42,067 $87,000 $970,326 COUNTY $9,189 $1,200 $0 $0 $99,800 $0 $0 $0 $110,189 DEVELOPER FEES $11,250 $0 $0 $5,000 $23,000 $56,000 $4,200 $22,000 $121,450 EASTERN RIV TUMF $14,712 $19,054 $900 $3,276 $150,000 $0 $0 $0 $187,942 FARE REVENUE $7,243 $220 $0 $0 $0 $0 $0 $0 $7,463 Gas Tax (Subvention to cities) $64 $0 $0 $0 $0 $0 $0 $0 $64 LOCAL - ADVANCED CONSTRUCTION $60,047 ($11,581) $0 $0 $0 ($48,284) $0 $0 $182 LOCAL ADVANCE CONSTRUCTION $375 $0 ($557) $0 $0 $0 $0 $0 ($182) LOCAL TRANS FUNDS $252,410 $4,635 $0 $0 $0 $0 $0 $0 $257,045 Measure A Regional Arterial $48,701 $15,000 $12,000 $0 $0 $0 $0 $0 $75,701 PRIVATE FUNDS $15,510 $4,000 $2,000 $0 $0 $0 $0 $0 $21,510 RIV CO SALES TAX $87,571 $34,304 $46,176 $901,681 $0 $0 $0 $0 $1,069,732 TDA ARTICLE #3 $338 $0 $0 $0 $0 $0 $0 $0 $338 TDA ARTICLE #4 $2,000 $0 $0 $0 $0 $0 $0 $0 $2,000 TUMF Regional Arterial $28,896 $10,700 $0 $0 $0 $0 $0 $0 $39,596 TUMF Zone $29,762 $24,868 $0 $0 $20,000 $14,618 $27,500 $81,500 $198,248 WESTERN RIV TUMF $283,739 $41,000 $1,000 $10,802 $10,500 $7,400 $62,000 $11,500 $427,941 LOCAL SUBTOTAL $1,350,491 $791,703 $1,961,507 $2,410,314 $763,851 $193,421 $328,405 $205,000 $8,004,692 3 of 4 515 ACTIVE TRANSPORTATION PROGRAM $32,519 $40,153 $4,032 $0 $0 $0 $0 $0 $76,704 ACTIVE TRANSPORTATION PROGRAM - MPO $20,827 $6,846 $23,235 $9,386 $0 $0 $0 $0 $60,294 BRIDGE - LOCAL $174,444 $37,813 $69,673 $5,671 $2,909 $189,994 $67,663 $0 $548,167 CEC-ALTERNATIVE FUEL $5,236 $0 $0 $0 $0 $0 $0 $0 $5,236 LOCAL BRIDGE SEISMIC RETROFIT ACCOUNT $415 $0 $0 $0 $0 $2,684 $0 $0 $3,099 NATIONAL HWY SYSTEM - HM $8,490 $0 $0 $0 $0 $0 $0 $0 $8,490 PUBLIC TRANS MODERINAZATION IMP AND SERV. ENHANCEMENT ACCT. $18,234 $0 $0 $0 $0 $0 $0 $0 $18,234 SB1 LOCAL PARTNERSHIP COMPETITIVE FUNDS $13,222 $0 $0 $0 $0 $0 $0 $0 $13,222 SB1 LOCAL PARTNERSHIP FORMULA FUNDS $7,686 $0 $0 $0 $0 $0 $0 $0 $7,686 SB1 SOLUTIONS FOR CONGESTED CORRIDORS $0 $44,500 $0 $0 $0 $0 $0 $0 $44,500 SB1 STATE OF GOOD REPAIR $2,688 $52 $0 $0 $0 $0 $0 $0 $2,740 SB1TRADE CORRIDOR ENHANCEMENT $68,408 $7,500 $0 $0 $0 $0 $0 $0 $75,908 SECTION 190 GRADE SEPARATION PROGRAM $5,000 $0 $5,000 $0 $0 $0 $0 $0 $10,000 SENATE BILL 132 $199,172 $0 $0 $0 $0 $0 $0 $0 $199,172 SHOPP - ADVANCE CONSTRUCTION $151,973 $168,837 $75,431 $0 $0 $0 $0 $0 $396,241 SHOPP AC -PRIOR $476 $0 $0 $0 $0 $0 $0 $0 $476 STATE CASH $80 $0 $0 $0 $0 $0 $0 $0 $80 STATE CASH (AB 3090) $53,102 $13,275 $0 $0 $0 $0 $0 $0 $66,377 STATE CASH - CT MINOR PROGRAM $1,200 $0 $0 $0 $0 $0 $0 $0 $1,200 STATE CASH - RIP $5,273 $0 $0 $13,000 $0 $0 $0 $0 $18,273 STATE PARK FUNDS $400 $0 $0 $0 $0 $0 $0 $0 $400 STATE TRANSIT ASSIST $68,920 $471 $0 $0 $0 $0 $0 $0 $69,391 STIP ADVANCE CON-IIP $18,655 $0 $0 $0 $0 $0 $0 $0 $18,655 STIP ADVANCE CON-PIIP $47,600 $0 $0 $0 $0 $0 $0 $0 $47,600 STIP ADVANCE CON -RIP $10,082 $8,800 $33,208 $14,698 $0 $0 $0 $0 $66,788 State match $1,602 $0 $0 $0 $0 $0 $0 $0 $1,602 TRADE CORRIDOR PROGRAM $13,235 $0 $0 $0 $0 $0 $0 $0 $13,235 TRANSIT AND INTERCITY RAIL CAPITAL PROGRAM $27,473 $0 $0 $15,500 $0 $0 $0 $0 $42,973 STATE SUBTOTAL $956,412 $328,247 $210,579 $58,255 $2,909 $192,678 $67,663 $0 $1,816,743 TOTAL $3,229,743 $1,234,483 $2,325,005 $2,468,569 $766,760 $386,099 $396,068 $205,000 $11,011,727 4 of 4 516 AGENDA ITEM 7 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: January 10, 2024 TO: Riverside County Transportation Commission FROM: Sheldon Peterson, Rail Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Amendment to the Metrolink Memorandum of Understanding for Fiscal Year 2023/24 STAFF RECOMMENDATION: This item is for the Commission to: 1) Approve an advance of Local Transportation Funds (LTF) of $7,365,769 for the Commission's share of preventative maintenance operating expenses for the Southern California Regional Rail Authority (SCRRA) in Fiscal Year (FY) 2023/24; and 2) Authorize the Executive Director to finalize and execute Memorandum of Understanding (MOU) Amendment No. 1 No. 23-25-079-01, pursuant to legal counsel review, with SCRRA regarding the advance of funds. BACKGROUND INFORMATION: Metrolink is the brand name for the services operated by SCRRA. The Commission is one of the five member agencies that comprises the SCRRA joint powers authority. All member agencies must formally commit to fund their proportionate shares of commuter rail operating and capital costs on an annual basis. On June 14, 2023, the Commission approved the annual operating and capital subsidy budget for SCRRA, which included an operating subsidy of $28,231,736, with an operating contingency of $1,658,651, for a not to exceed total of $29,890,387, and a capital subsidy of $15,624,704. The funding plan for RCTC's operating subsidy was based on the allocations shown in Table 1. Table 1: FY 2023/24 Operating Subsidy by Revenue Source Revenue Source Amount Local Transportation Fund (LTF) $20,865,967 Federal Transit Administration Section 5337 (Preventative Maintenance, drawn down by SCRRA) $ 7,365,769 Requested Total $28,231,736 Added Contingency — LTF Funds $ 1,658,651 Revised Total $29,890,387 Metrolink staff has requested that the Commission provide a local subsidy funding advance for federal funds based on the 2017 Metrolink board approved "Principles for Use of Federal Funds Agenda Item 7 517 for Preventative Maintenance and New Transportation Services" which identifies the need for member agencies to provide up -front local subsidies when utilizing federal funding for cash flow purposes as they await federal reimbursement (Attachment 1). Metrolink staff estimates that the federal grants will be executed and available for draw down by March 2024. Staff recommends approval of the proposed Amendment 1 of MOU No. 23-25-079-00 (Attachment 2) to provide an LTF cash advance to Metrolink in the amount of $7,365,769. The MOU amendment will increase the contract authority to allow the Commission to provide Metrolink the additional LTF advance funding. This will allow the Commission to provide Metrolink the total subsidy amount required for each quarterly installment to meet their cash flow needs. Metrolink will initiate the Federal Transit Administration (FTA) preventative maintenance grant for operations on the Commission's behalf as identified in the original MOU. Once the grant is approved, Metrolink will submit expense reimbursements to FTA in a timely manner. Within 30 days of receipt of the Commission's portion of the FTA funds, Metrolink will reimburse the LTF advance amount to the Commission. Once all the invoices are approved and submitted to FTA, it is anticipated that the entire LTF advance will be returned to the Commission no later than September 30, 2024. FISCAL IMPACT: A budget amendment is not required as there is sufficient budget authority in the existing FY 2023/24 Commission budget for this action. Financial Information for SCRRA Budget Subsidy In Fiscal Year Budget: Yes Year: FY 2023/24 Amount: FY24 Operations $7,365,769 Source of Funds: Operating: LTF Western County Rail Funds Budget Adjustment: No 103 12301 (loans receivable) $7,365,769 GL/Project Accounting No.: 254199 86101 00000 0000 103 25 86101 $7,365,769 rJ Fiscal Procedures Approved: ; /' Date: 12/14/2023 Attachments: 1) Metrolink Principles for Use of Federal Funds for Preventative Maintenance and New Transportation Services, 2) Draft Amendment MOU No. 23-25-079-01 for FY 2023/24 SCRRA Funding Agenda Item 7 518 ATTACHMENT 1 METRDLINK SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY TRANSMITTAL DATE: February 3, 2017 MEETING DATE: February 10, 2017 ITEM 8 TO: Board of Directors FROM: Arthur T. Leahy SUBJECT: Adoption of Principles for Use of Federal Funds for Preventive Maintenance and New Transportation Services Issue To enable use of Member Agency federal funds for preventative maintenance and new transportation services, it was necessary to develop guiding principles for programming and use of federal funds in the Authority's operating budget. A draft principles document was submitted to the Board on December 9, 2016. The final principles document is being submitted to the Board at this time. Recommendation It is recommended that the Board approve and adopt the principles for use of federal funds for preventive maintenance and new transportation services. Alternative The Board may request revisions to the principles document. Strategic Goal Alignment This report aligns with the strategic goal to maintain fiscal sustainability. Background At the request of the member agencies, a working group comprised of staff and member agency representatives initiated discussions to explore the use of federal funds to support operations within the Metrolink system. The initial goal was to identify eligible expenditures within the operating budget that could be funded with federal funds. Two types of federally -eligible expenses were identified: 1) preventive maintenance, and 2) new transportation services. For both types of expenses, permissible expenditures and vendors were selected in such a way as to comply with federal requirements and reduce administrative burden to the extent possible. One Gateway Plaza, Floor 12, Los Angeles, CA 90012 2 519 Adoption of Principles for Use of Federal Funds for Preventive Maintenance and New Transportation Services Transmittal Date: February 3, 2017 Meeting Date: February 10, 2017 Page 2 The working group evaluated use of federal formula funds, specifically Federal Transit Administration (FTA) Section 5307 funds and FTA Section 5337 funds, for eligible preventive maintenance costs on the Metrolink system. Consistent with FTA rules, preventive maintenance can include all maintenance costs related to vehicles, equipment and facilities, provided that the maintenance contracts comply with Federal procurement requirements. The working group also evaluated use of Congestion Mitigation and Air Quality (CMAQ) funds for new transportation services, defined as new service on new routes, or expanded services on existing routes. CMAQ is focused on start-up operations and may be used for up to five sequential years from startup. At the conclusion of the startup period, operating costs will have to be paid with non-CMAQ funds. A draft principles document was developed to capture ideas and concepts discussed within the working group, and was presented to the Board as information at its December 9, 2016 meeting. A final principles document is now being presented to the Board for adoption. The final principles document is consistent with the December 9, 2016 draft document, with additional clarification in the following areas: • The Funding Strategy section was revised to clarify that up to 80% of budgeted federally - eligible activities may be funded with federal funds. Individual Member Agency shares are not subject to the 80% maximum. • The 80% maximum may be reviewed and revised as necessary during the annual budget process. • Member Agencies and the Authority may agree to reallocate funding types between budgeted shares for federally -eligible items in the Authority's operating budget. • If an expense is invoiced to the FTA and is later disallowed, the funding agency(ies) will be responsible for the expense. This principles document is required to build consensus for introducing federal funds in the Authority's operating budget. Since the Authority currently does not use federal funds for operations, implementation may require additional agency resources in the areas of labor compliance, Disadvantaged Business Enterprise (DBE) monitoring, labor protection, budget and expense segregation, cash management, financial reporting, federal billing, federal grant applications, and federal reporting. Additional resources will be requested as needed in the Agency's annual operating budget through the annual budget development process. It will be important for member agencies to balance their federal funds across a number of uses on the Metrolink system, including service expansion, preventive maintenance, and state of good repair to ensure that the highest priority funding requirements are being addressed. The use of federal funds for preventative maintenance and new transportation services will allow member agencies greater flexibility in programming their streams of revenue to support overall train operations. The approach will also allow member agencies to meet operating subsidy obligations with federal funds if local revenue sources are insufficient. 3 520 Adoption of Principles for Use of Federal Funds for Preventive Maintenance and New Transportation Services Transmittal Date: February 3, 2017 Meeting Date: February 10, 2017 Page 3 Next Steps Staff will work with member agencies to determine planned funding sources for the FY2017-18 budget and will continue to hold working group meetings to discuss specific implementation steps such as Federal Transportation Improvement Program (FTIP) programming, cash flow, and accounting processes. FTA grant applications will be developed and submitted after approval of the Authority's budget by its Member Agencies and Board. Budget Impact Adoption of the principles and using federal funds for preventative maintenance and new transportation services will allow member agencies more flexibility in allocation funds to support train operations as future annual budgets are developed. There is no budgetary impact as a result of this report. Funding for additional resources to implement and maintain compliance with federal regulations may be requested as necessary through the annual budget process for subsequent years. Prepared by: Karen Sakoda, Planning Manager Ronnie Campbell, Chief Financial Officer • Gary Lettengarver Chief Operating Officer e&a„. Elissa K. Konove Deputy Chief Executive Officer 521 4 ATTACHMENT A Southern California Regional Rail Authority Principles for SCRRA Member Agency Use of Federal Funds for Metrolink Preventive Maintenance and New Transportation Services 1. General Principles Southern California Regional Rail Authority (SCRRA), a Joint Powers Authority (JPA), supports its Member Agencies in optimizing use of federal funding available for commuter rail Preventive Maintenance, rehabilitation, and service expansion. Based on characteristics of the Metrolink system and size of urbanized areas served, Metrolink's use of federal funds for operating functions is limited to Preventive Maintenance and New Transportation Services. Each Member Agency will determine eligible funding sources for Metrolink's annual operating expenses, which may include federal funds, local funds, or a combination of eligible funding sources. Member agencies desiring to use federal funds for Preventive Maintenance or New Transportation Services will collaborate with SCRRA to identify and program funding sources for federally -eligible expenses. Use of federal funds will commence in Fiscal Year (FY) 2018 for Preventive Maintenance. Use of Congestion Mitigation and Air Quality (CMAQ) funds from RCTC for New Transportation Services will commence in FY 2017. 11. Objectives of allowing Member Agencies to Use Federal Funds for Metrolink Operations 1. To preserve participation of all Member Agencies in the Metrolink JPA. 2. To allow flexibility of funding source(s) from each Member Agency towards eligible Preventive Maintenance, and/or New Transportation Services. 3. To allow Member Agencies to use federal funds for eligible operating costs to prevent funds from lapsing. One Gateway Plaza. Floor 12 Los Angeles, CA 90012 T (213) 452.0200 metrolinktrains.com 5 522 ATTACHMENT A METRDLINK® Southern California Regiana! Rai! Authority 4. To allow SCRRA and Member Agencies to reallocate fund types as necessary through SCRRA's operating and maintenance budgets, subject to grantor guidelines. III. Definitions Member Agencies shall! mean Los Angeles County Transportation Authority (LACMTA) also known as Metro, Orange County Transportation Authority (OCTA), Riverside County Transportation Commission (RCTC), San Bernardino Associated Governments (SANBAG), San Bernardino County Transportation Authority (SBCTA) successor to the interests of SANBAG effective January 1, 2017, and Ventura County Transportation Commission (VCTC). New Transportation Services shall mean the start up of new transportation services, or the incremental expanding of such services, consistent with Revised Interim Guidance on CMAQ Operating Assistance under MAP -21, section a. Preventive Maintenance shall mean all maintenance costs, related to vehicles and non -vehicles. Specifically, it is defined as all the activities, supplies, materials, labor, services, and associated costs required to preserve or extend the functionality and serviceability of the asset in a cost effective manner, up to and including the current state of the art for maintaining such an asset, consistent with FTA Circular 5010.1D, Chapter 1, Section 5.rr, or successor FTA guidance. IV. Eligibility for Federal Preventive Maintenance Funds During Metrolink's annual budget development cycle, SCRRA will assess the upcoming year's projected Preventive Maintenance expenses for federal eligibility, and Member Agencies will provide eligible sources of funding for Preventive Maintenance expenses in Metrolink's Operating budget. 1. Permissible costs for use of federal Preventive Maintenance funds include: • Equipment Maintenance, vehicles and non -vehicles • Maintenance of Way Line Segments 2. Service and procurement contracts must contain federal terms and conditions, and must be awarded through a federal procurement process to be eligible for reimbursement with federal funds. V. Eligibility for Federal Funds for New Transportation Services One Gateway Plaza, moat 12 Los Angeles, GA 90012 T (213} 452.0200 metrolinktrains.eom 523 6 ATTACHMENT A During SCRRA's annual budget development cycle, SCRRA will assess the upcoming year's proposed new service expenses for federal eligibility, and Member Agencies will provide eligible sources of funding for the New Transportation Services contained in Metrolink's Operating budget. SCRRA will estimate costs related to new service so that efforts to federally fund new services can be accomplished. 1. Permissible functions for use of CMAQ funds are for New Transportation Services on the Metrolink system. 2. Use of CMAQ funds for New Transportation Services is limited to a maximum of five (5) sequential years from start of new service. Funding amounts for years three (3) through five (5) must conform to the taper -down approach described in CMAQ Program Guidance. 3. Service and procurement contracts must contain federal terms and conditions, and must be awarded through a federal procurement process to be eligible for reimbursement with federal funds. VI. Funding Strategy 1. Member Agencies will be permitted to fund budgeted Preventive Maintenance and/or New Transportation Services for any given Fiscal Year with up to 80% from federal sources. The maximum percentage may be reviewed and revised as necessary during the annual budget development process. 2. If necessary to meet operating subsidy obligations or to prevent funds from lapsing, SCRRA and Member Agencies may agree to re -allocate funding types between budgeted shares of federally - eligible activities in Metrolink's operating budget to the extent possible subject to grantor guidelines for fund types and apportionment locations. If Member Agencies provide federal funding amounts that collectively exceed the maximum allowed federal funding level, best efforts will be made to reach an agreeable solution between the Member Agencies. 3. SCRRA will be the grant applicant for federal funds unless otherwise notified by the Member Agencies. The grant applicant(s) will make every effort to apply for and expend funds in a timely manner to prevent funds from lapsing. 4. SCRRA will not submit grant applications to the FTA until each Member Agency Board approves its share of the Metrolink budget, and SCRRA's Board of Directors approves the overall Metrolink budget. Member Agencies will apply for grants according to individual Agency policies and practices. 5. Funding shares will remain consistent with SCRRA's Budget and FTA grant applications throughout the applicable fiscal year, unless revised through a budget or grant amendment. 7 524 ATTACHMENT A 6. Member Agencies may choose to program and authorize federal funding for multiple fiscal years. Each fiscal year will be subject to a year-end reconciliation process to determine status of all fund types at the end of the fiscal year. Funds remaining or fund deficits will be handled as agreed between SCRRA and the Member Agencies. VII. Approval Process 1. Each Member Agency desiring to use federal funds to support Preventive Maintenance or New Transportation Services would initiate the process and notify SCRRA at the start of SCRRA's annual budget development process. 2. Each Member Agency desiring to use federal funds is responsible for identifying and programming applicable federal funds in its own agency budgets. Federal funding allocations will be communicated to SCRRA as soon as possible during the budget development process. 3. Each Member Agency desiring to use federal funds is responsible for executing necessary planning documents such as the Federal Transportation Improvement Plan (FTIP), and will obtain FTIP approval by June 30th, one day prior to the effective fiscal year. 4. Each Member Agency desiring to use federal funds is responsible for determining its approval process and obtaining necessary approvals from its own agency management or governing boards. 5. Member Agencies using federal funds will provide funding support letters to SCRRA describing funding amounts, types or funds provided, intended purpose of funds (i.e. Preventive Maintenance or New Transportation Services), fund apportionment years, and apportionment Urbanized Areas (UZAs). VIII. Accounting and Cash Flow 1. Accounting for allocation and use of funds will follow and be consistent with generally accepted accounted principles (GAAP) as promulgated by GASB. The accepted standard setting body for establishing governmental accounting and financial reporting principles, and the State Controller's Minimum Audit Requirements and Reporting Guidelines. 2. If federal funds are not accessible for invoicing or drawdown at the start of the fiscal year, Member Agencies that choose to provide federal funds for Preventive Maintenance or New Transportation Services will be required to front -load their quarterly subsidy contributions to provide cash flow for Metrolink Quarterly payment amounts and due dates will be determined by SCRRA Finance Department annually prior to the start of the upcoming fiscal year. 8 525 ATTACHMENT A 3. Member Agency shares of Metrolink's operating and maintenance budgets will not change solely as a result of federal funding. 4. Funding patterns established during the budget process will govern the billing and draw -down ratios between Member Agencies and fund types, unless amended. Member Agency federal funding will be subject to SCRRA's year-end reconciliation process. 5. SCRRA will take necessary steps to budget and invoice federally -funded expenses. If an expense is invoiced to the FTA and is later disallowed, the funding Member Agency or Agencies will be responsible for the expense. IX. Financial Reporting 1. Financial reporting for any use of federal funds for Preventive Maintenance or New Transportation Services will follow the normal cycle of monthly analysis with presentation to the Board on a quarterly basis. Such presentation would be reflected in the Operating Statement for the quarter presented. 2. SCRRA Grants & Capital Development will provide required quarterly reports to FTA for grants executed by SCRRA. SCRRA will assist Member Agencies with FTA quarterly reporting for grants executed by Member Agencies. 3. SCRRA Finance will perform year-end reconciliations for operating and federal funds and will provide expenditure detail reports to the Member Agencies upon request. X. Administrative Costs 1. During the annual budget development process, SCRRA will estimate increases to administrative costs resulting from the use of federal funds for Preventive Maintenance and/or new transportation service. Any increases in SCRRA staff for administration of federal funding for Preventive Maintenance or New Transportation Service will be shared by all Member Agencies according to reasonable cost allocation formulae. A non -exhaustive list of additional administrative costs includes contract administration, labor compliance, DBE compliance, grants finance and billing, budgeting and financial analysis, grants development, grants reporting, and legal expenses. 2. If receipt of federal funds for Preventive Maintenance or New Transportation Service leads to a labor claim under Section 5333(b) of Title 49, Chapter 53 (formerly 13(c)), the cost of addressing the claim, and the cost of resolving the claim (if any), will be shared by all Member Agencies according to a reasonable cost allocation formula. 9 526 ATTACHMENT 2 MOU No. 23-25-079-01 AMENDMENT NO. 1 TO FUNDING AGREEMENT MEMORANDUM OF UNDERSTANDING NO. 23-25-079 This Amendment No. 1 to Memorandum of Understanding (this "Amendment No. 1") is made and entered into by and between the Southern California Regional Rail Authority ("SCRRA") and the Riverside County Transportation Commission ("RCTC") and is effective upon signature of both parties. RECITALS: A. WHEREAS, SCRRA and RCTC entered into that certain Memorandum of Understanding No. 23-25-079, effective as of July 1, 2023 (the "Existing Memorandum of Understanding"), which Existing Memorandum of Understanding provides for funding the 2023-24 operating budget and rehabilitation/renovation and new capital budget (collectively, the "BUDGET"). B. WHEREAS, SCRRA and RCTC now desire to amend the Existing Memorandum of Understanding to increase the LTF funding for an advance by RCTC by Seven Million, Three Hundred Sixty Five Thousand, Seven Hundred and Sixty -Nine Dollars ($7,365,769). These funds will be used to by Metrolink for Preventative Maintenance until the funding can be reimbursed by FTA grants. TERMS: NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows: 1. Section 11 1. A of the Existing Memorandum of Understanding is hereby amended, in part, to read as follows: "Establish an LTF cash advance to Metrolink in the amount of $7,365,769. Metrolink will initiate and execute the Federal Transit Administration (FTA) Section 5337 Preventative Maintenance grant. Metrolink will submit expense reimbursements to the FTA in a timely manner. Within 30 days of every receipt of the Commission's portion of the FTA funds, Metrolink will reimburse the LTF advance amount to the Commission. Once all the invoices are approved and submitted to FTA, it is anticipated that the entire LTF advance will be returned to the Commission no later than September 30, 2024." 2. Except as expressly amended hereby, the Existing Memorandum of Understanding remains in full force and effect as originally executed. All rights and obligations of the parties under the Existing Memorandum of Understanding that are not expressly amended by this Amendment No. 1 shall remain unchanged. 3. 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. 527 MOU No. 23-25-079-01 [Signatures on following page] 528 MOU No. 23-25-079-01 SIGNATURE PAGE TO AMENDMENT NO. 1 TO FUNDING AGREEMENT IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to be duly executed and delivered as of the date set forth below. RIVERSIDE COUNTY TRANSPORTATION COMMISSION By: Date: Anne Mayer Executive Director APPROVED AS TO FORM: By: Best Best & Krieger LLP Counsel to the Riverside County Transportation Commission SCRRA: SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY By: Date: Darren Kettle Chief Executive Officer APPROVED AS TO FORM: By: Don O. Del Rio General Counsel 529 AGENDA ITEM 8 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: January 10, 2024 TO: Riverside County Transportation Commission FROM: David Lewis, Capital Projects Manager Erik Galloway, Project Delivery Director THROUGH: Anne Mayer, Executive Director SUBJECT: Draft Cooperative Agreement with the City of Wildomar and Western Riverside Council of Governments for the preparation of the Bundy Canyon Road and Wildomar Trail Interstate 15 Interchanges Project Study Reports STAFF RECOMMENDATION: This item is for the Commission to: 1) Approve Cooperative Agreement No. 24-31-055-00 with the city of Wildomar and Western Riverside Council of Governments (WRCOG) for the preparation of two separate Project Study Reports (PSR's) for the Bundy Canyon Road and Wildomar Trail Interstate 15 Interchange projects (project); and 2) Authorize the Executive Director, pursuant to legal counsel review, to execute the agreement and future non -funding agreements and/or amendments on behalf of the Commission. BACKGROUND INFORMATION: The city of Wildomar has identified a need for two independent PSRs for the I-15/Bundy Canyon Road and I-15/Wildomar Trail interchanges located in the city of Wildomar. The studies will analyze potential alternatives for modifying the existing local roads, interchanges, and ramps to provide improved traffic circulation. In preparation for the PSRs, the city of Wildomar, as the project proponent, and WRCOG, as the funding agency, have executed Transportation Uniform Mitigation Fee Program (TUMF) reimbursement agreements, allocating $1,000,000 for each project, for a total of $2,000,000. Cooperative Agreement The city of Wildomar and WRCOG have requested that the Commission be the lead agency for the PSRs and wish to enter into a three -party cooperative agreement. This draft cooperative agreement details the project funding, the Commission's authority to act as the lead agency to procure professional services for the preparation of the PSRs, reimbursement to the Commission for all project cost, and other general matters related to the delivery of the projects. Agenda Item 8 530 At this time, draft Cooperative Agreement No. 24-31-055-00 with the city of Wildomar, WRCOG, and the Commission is under review by each agency and legal concurrence is pending. It is not anticipated that notable changes will be required as a result of the pending reviews. The agreement will not be executed until legal counsel approval is received. FISCAL IMPACT: Funding for the projects consists of TUMF program funds allocated by WRCOG for development of a PSR for each project. WRCOG and the city of Wildomar have a previously executed agreement for reimbursement of these TUMF funds. Both projects have $1,000,000 each allocated for the preparation of the PSRs. Financial Information In Fiscal Year Budget: N/A Year: FY 2024/25+ Amount: $2,000,000 Source of Funds: TUMF Regional Arterial Budget Adjustment: No GL/Project Accounting No.: 005224 005225 81101 00019 0000 81101 00019 0000 210 72 81101 210 72 81101 Fiscal Procedures Approved: --.------:--)2.-----/ Date: 12/12/2023 Attachment: Draft Cooperative Agreement No. 24-31-055-00 —Agreement with City of Wildomar and WRCOG Agenda Item 8 531 Agreement No. 24-31-055-00 COOPERATIVE AGREEMENT BETWEEN RIVERSIDE COUNTY TRANSPORTATION COMMISSION, CITY OF WILDOMAR, AND WESTERN RIVERSIDE COUNCIL OF GOVERNMENTS FOR THE PREPARATION OF THE BUNDY CANYON ROAD AND WILDOMAR TRAIL INTERCHANGES AT INTERSTATE 15 PROJECT STUDY REPORTS 1. Parties and Date. This Agreement is made and entered into this day of , 2024, by and between the Riverside County Transportation Commission (RCTC), City of Wildomar, and Western Riverside Council of Governments. 2. Recitals. 2.1 The Western Riverside Council of Governments (WRCOG) has allocated $2 Million for the preparation of a Project Study Report (PSR) for the Bundy Canyon Road and Wildomar Trail Interchanges at Interstate 15 (The Projects). WRCOG and the City of Wildomar have entered into Funding Agreements allocating said $2 Million for the preparation of a PSR for the Projects. 2.2 The Projects are located adjacent to and within the jurisdictional boundaries of the City of Wildomar. 2.3 The City of Wildomar has requested that RCTC be the lead agency for the preparation of the PSR for the Project. 2.4 Project. RCTC has agreed to act as the lead agency for the preparation of the PSR for the 2.5 The purpose of this Cooperative Agreement is to identify the project and to set forth the terms and conditions by which WRCOG will release TUMF Program Funds for the Project and to outline the administration roles and responsibilities for each agency. 3. Terms. Preparation of two separate PSR's for Bundy Canyon Road and Wildomar Trail Interchanges 3.1 Administration of the PSR's. RCTC shall prepare a separate PSR for each of the Projects solely using funds allocated by WRCOG. RCTC shall be the lead agency for the preparation of the PSR. The Parties agree that RCTC shall not have any obligation to fund the 532 preparation of the PSR using its own funds. In the case that additional funds are needed to complete the PSR, the source of funding for the PSR needed beyond the funding described in Section 2.2 or any other phases of the Project, or construction of any portion or all of the Project, shall be by an amendment. 3.2 Funding. WRCOG hereby agrees to distribute to RCTC, on the terms and conditions set forth herein, a sum not to exceed, $2,000,000 to be used by RCTC for the PSR's of the Project ("Funding Amount") to be used for reimbursing RCTC for Project expenses. The Funding Amount shall consist of the $2,000,000 in TUMF Program Funds for the projects. The Parties acknowledge and agree that the Funding Amount may be less than the actual cost of the Project. Procedures for Distribution of TUMF Program Funds to RCTC and CITY. RCTC shall be responsible for initial payment of all the Project costs as they are incurred. Following payment of such Project costs, RCTC shall submit invoices to WRCOG requesting reimbursement of eligible Project costs. Each invoice shall be accompanied by detailed contractor invoices, or other demands for payment addressed to the RCTC, and documents evidencing RCTC's payment of the invoices or demands for payment. Documents evidencing RCTC'S payment of the invoices shall be retained for four (4) years and shall be made available for review by WRCOG. RCTC shall submit invoices not more often than monthly and not less often than quarterly. Procedures for Distribution of TUMF Program Funds to CTY shall follow procedures set forth in the separate TUMF Agreement between City and WRCOG for the applicable interchanges Review and Reimbursement by WRCOG. Upon receipt of an invoice from RCTC, WRCOG may request additional documentation or explanation of the Project costs for which reimbursement is sought. Procedures for Review and Reimbursement by WRCOG to the CITY shall follow procedures set forth in the separate TUMF Agreement between City and WRCOG for the applicable interchanges Funding Amount/Adjustment. If a post Project audit or review indicates that WRCOG has provided reimbursement to RCTC in an amount in excess of the amount outlined in Section 3.2 of this Agreement or has provided reimbursement of ineligible Project costs, RCTC shall reimburse WRCOG for the excess or ineligible payments within 30 days of notification by WRCOG. RCTC shall complete preparation of the PSR within the Terms of this Agreement, as provided in Section 4, unless extended by mutual agreement of the Parties. 4. Term of Agreement. The term of this Cooperative Agreement shall extend from the Effective date (as set forth above) and will remain in effect through January , 2027, or until written agreement by the Parties that the Project has been completed, unless earlier terminated as provided in this Cooperative Agreement. 533 4.1 Use of PSR. The Parties understand and agree that the PSR's, upon completion, may be used by Wildomar and/or Caltrans for completion of other phases of the Project. 4.2 Cooperation. RCTC, Wildomar, and WRCOG agree to cooperate in the development of the PSR for the Project and the implementation of this Cooperative Agreement. 4.3 Reporting. RCTC shall, in a timely manner, provide milestone reports to Wildomar and/or WRCOG, detailing the progress of preparation of the PSR. 4.4 Mutual Indemnification. A. RCTC shall, at its sole cost and expense, indemnify, defend and hold WILDOMAR, and their respective city councils, elected and appointed officials, officers, employees, agents, those Wildomar agents serving as independent contractors in the role of Wildomar officials, consultants and contractors, and each of them, free and harmless from any and all claims, demands, causes of action, costs, expenses, liabilities, losses, judgments, penalties, damages or injuries, in law or in equity, to property or persons, including wrongful death, whether actual, alleged or threatened, which arise in any manner out of, pertain to, or relate to, in whole or in part, to any negligent acts, omissions or breach of law, recklessness, or willful misconduct of RCTC, its board, directors, officials, officers, employees, agents, consultants or contractors in the performance of RCTC's obligations under this Cooperative Agreement, including but expressly not limited to fees of accountants or other professionals, and all costs associated therewith, and the payment of all reasonable attorneys' fees and costs. B. Wildomar shall, at its sole cost and expense, indemnify, defend and hold RCTC , and their respective directors, board, city council, elected or appointed officials, officers, employees, agents, those RCTC or Wildomar agents serving as independent contractors in the role of RCTC or Wildomar officials, consultants and contractors, and each of them, free and harmless from any and all claims, demands, causes of action, costs, expenses, liabilities, losses, judgments, penalties, damages or injuries, in law or in equity, to property or persons, including wrongful death, whether actual, alleged, or threatened, which in any manner arise out of, pertain to, or relate to, in whole or in part, to any negligent acts, omissions or breach of law, recklessness, or willful misconduct of Wildomar, its city council, elected or appointed officials, officers, employees, agents, those Wildomar agents serving as independent contractors in the role of Wildomar officials, consultants or contractors in the performance of Wildomar obligations under this Cooperative Agreement, including but expressly not limited to fees of accountants or other professionals, and all costs associated therewith, and the payment of all reasonable attorneys' fees and costs. C. WRCOG shall, at its sole cost and expense, indemnify, defend and hold RCTC, and its directors, board, city council, elected or appointed officials, officers, employees, agents, and each of them, free and harmless from any and all claims, demands, causes of action, costs, expenses, liabilities, losses, judgments, penalties, damages or injuries, in law or in equity, 534 to property or persons, including wrongful death, whether actual, alleged or threatened, which in any manner arise out of, pertain to, or relate to, in whole or in part, to any negligent acts, omissions or breach of law, recklessness, or willful misconduct of WRCOG, its board, elected or appointed officials, officers, employees, agents, including but expressly not limited to fees of accountants or other professionals, and all costs associated therewith, and the payment of all reasonable attorneys' fees and costs. 4.5 Amendments. The terms and conditions of this Cooperative Agreement shall not be altered or modified at any time except by a written amendment executed by the mutual consent of the Parties by an instrument in writing. 4.6 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. 4.7 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 Funding Agreement, which shall be interpreted to carry out the intent of the parties hereunder. 4.8 Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Cooperative Agreement, shall survive any such expiration or termination. 4.9 Third Party Beneficiaries. There are no third -party beneficiaries to this Cooperative Agreement. 4.10 Termination. Any Party may terminate this Cooperative Agreement by giving thirty (30) days written notice thereof. 4.11 Assignment or Transfer. The Parties shall not assign, hypothecate, or transfer, either directly or by operation of law, this Cooperative Agreement or any interest herein without the prior written consent of the other Parties. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 4.12 Binding Effect. Each and all of the covenants and conditions shall be binding on and shall inure to the benefit of the Parties, and their successors, heirs, personal representatives, or assigns. This section shall not be construed as an authorization for any Party to assign any right or obligation 535 4.13 Notices. All notices, demands, invoices, and written communications shall be in writing and delivered to the following addresses or such other addresses as the Parties may designate by written notice: To RCTC: Copy to: To Wildomar: Copy to: Riverside County Transportation Commission 4080 Lemon Street, Third Floor P.O. Box 12008 Riverside, CA 92502-2208 Attention: Executive Director Best, Best & Krieger, LLP 3390 University Ave. 5f1. Riverside, CA 92501 Attention: Steven C. DeBaun City of Wildomar 23873 Clinton Keith Road, Suite 201 Wildomar, California 92595 Attention: Director of Public Works To WRCOG Western Riverside Council of Governments 3390 University Ave, Suite 200 Riverside, California 92501 Attention: Executive Director Copy to: Depending upon the method of transmittal, notice shall be deemed received as follows: by facsimile, as of the date and time sent; by messenger, as of the date delivered; and by U.S. Mail first class postage prepaid, as of 72 hours after deposit in the U.S. Mail. 4.14 Time of Performance. Time is of the essence in the performance of this Agreement. 4.15 Governing Law. This Agreement is in all respects governed by California law and venue for any dispute shall be in Riverside County. 536 4.16 Insurance. The Parties each verify that they are self -insured or maintain insurance coverage through a Joint Powers Authority in reasonable and customary amounts for their respective operations. 4.17 Authority to Enter into Agreement. Each Party warrants that the individuals who have signed this Cooperative Agreement have the legal power, right and authority to make this Cooperative Agreement and bind each respective Party. 4.18 Counterparts. This Cooperative Agreement may be signed in counterparts, each of which shall constitute an original and which collectively shall constitute one instrument. 4.19 Entire Agreement. This Cooperative Agreement contains the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior negotiations, agreements or understandings. IN WITNESS WHEREOF, the parties hereto have executed this Cooperative Agreement on the date first herein above written. [Signatures on following page] 537 SIGNATURE PAGE TO BUNDY CANYON ROAD AND WILDOMAR TRAIL INTERCHANGES AT INTERSTATE 15 PROJECT STUDY REPORT COOPERATIVE AGREEMENT IN WITNESS WHEREOF, the parties hereto have executed the Agreement on the Effective Date. RIVERSIDE COUNTY CITY OF WILDOMAR TRANSPORTATION COMMISSION By: By: Anne Mayer, Executive Director WESTERN RIVERSIDE COUNCIL OF GOVERNMENTS L By: Chris Gray, Executive Director Title: APPROVED AS TO FORM: APPROVED AS TO FORM: By: By: Best Best & Krieger LLP Counsel to the Riverside County Transportation Commission Title: ATTEST: By: 538 Title: CITY OF WILDOMAR By: Title: APPROVED AS TO FORM: By: Title: ATTEST: By: Title: 44S4'\ 539 RIVERSIDE COUNTY TRANSPORTATION COMMISSION 1-15 BUNDY CANYON ROAD AND I-15 WILDOMAR TRAIL INTERCHANGE IMPROVEMENTS PROJECTS COOPERATIVE AGREEMENT - CITY OF WILDOMAR, WRCOG RCTC January Commission Meeting January 10, 2024 David Lewis, Capital Projects Manager Project Background • City of Wildomar identified a need for 2 interchange improvement projects on the 1-15 • I-15/Bundy Canyon Road • I-15/Wildomar Trail • Project Study Reports will be prepared for each interchange • WRCOG funding agency via TUMF funds - $1,000,000 each project for a total of $2,000,000 2 Proposed Bundy Canyon Improvements 4 Y Project Location Proposed Wildomar Tail Improvements 3 Cooperative Agreement • City and WRCOG requested RCTC be the lead agency for the projects • 3 —way cooperative agreement details project funding and describes the roles and responsibilities for each agency • 100% reimbursement for Commission staff time and project expenses • Agreement is still in draft form pending legal concurrence — no major changes are anticipated 4 Recommendation • Approve Cooperative Agreement No. 24-31-055-00 with the city of Wildomar and Western Riverside Council of Governments for the preparation of two separate Project Study Reports (PSR's) for the Bundy Canyon Road and Wildomar Trail Interstate 15 Interchange projects (project); and • Authorize the Executive Director, pursuant to legal counsel review, to execute the agreement and future non -funding agreements and/or amendments on behalf of the Commission. 5 RIVERSIDE COUNTY TRANSPORTATION COMMISSION QUESTIONS AGENDA ITEM 9 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: January 10, 2024 TO: Riverside County Transportation Commission FROM: Andrew Sall, Senior Management Analyst, Legislative Affairs 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. BACKGROUND INFORMATION: State Update Fiscal Year 2023-2024 Budget Update The State Legislature reconvened on January 3 following the winter recess with legislators set to begin the Fiscal Year (FY) 2023-24 state budget process. Governor Gavin Newsom is expected to release his budget proposal before the required January 10, 2024, deadline. Governor Newsom and legislators will need to address a larger deficit next fiscal year than previously forecasted. While the 2023 Budget Act signed by Governor Newsom projected a $14 billion shortfall in FY 2023-24, the Legislative Analyst's Office (LAO) released a report on December 7 detailing a multi -year $68 billion budget shortfall. The LAO reports the shortfall is partly related to state tax revenue coming in below projections, the state's volatile tax revenue structure, and the federally mandated six-month extension of the state's tax filing deadline in 2023 due to natural disasters. The LAO report further highlights a number of options for the Governor and Legislature to consider, from tapping into nearly $24 billion in rainy day fund reserves, to clawing back one-time budget expenditures. Among other expenditures, the LAO cited $2.2 billion in transportation funds that could be reduced in part or entirely. Staff will closely monitor the Governor's budget proposal and the ensuing process for threats to transportation funding programs of interest and will advocate appropriately. Agenda Item 9 540 State Legislative Leadership Update On November 21, Assembly Speaker Robert Rivas announced changes to Standing Committees for the second year of the 2023-2024 Regular Session. Notably, Assemblymember Lori Wilson (Suisun City) was appointed Chair of the Assembly Transportation Committee. She replaces Assemblymember Laura Friedman in this position, who was subsequently removed from the committee. RCTC staff intend to engage Chair Wilson and her staff to discuss the Commission's key legislative priorities in Sacramento. In the Senate, Senator Mike McGuire (Healdsburg) will be sworn in as Speaker Pro Tem on February 5, replacing outgoing Speaker Pro Tem Toni Atkins. This leadership transition was previously announced in August, however no succession date was shared at the time. CTC Deadlocks on Interstate 15 Project in San Bernardino County On December 7, Commissioners on the California Transportation Commission (CTC) did not approve CTC staff's recommendation to allocate $202 million in state funding for San Bernardino County Transportation Authority's (SBCTA) Interstate 15 Corridor Freight Improvement Project: Auxiliary Lanes and Express Lanes. The project seeks to add auxiliary and express lanes along Interstate 15 in both Riverside and San Bernardino Counties, with a direct connection to RCTC's 15 Express Lanes. The vote ended in a 3-3 tie as the CTC struggled to maintain a quorum at the end of their two-day meeting, resulting in the project funding allocation not being approved. The CTC meeting was significantly behind schedule and some Commissioners had to leave before all items on the agenda were heard. By the time SBCTA's agenda item was up for consideration, it was bundled with several other agenda items for a bulk vote. A Commissioner pulled the item to be discussed separately. Dissenting Commissioners raised concerns that this project increases vehicle miles traveled (VMT), induces truck traffic on freeways, and would lead to additional warehouses being built in the Inland Empire due to the additional capacity in the general-purpose lanes created by the express lanes. Concerns were expressed that the project does not align with the Governor's Climate Action Plan for Transportation Infrastructure (CAPTI). While RCTC staff have anticipated impacts to funding approvals from the CTC due to views regarding VMT and CAPTI, this vote is the first instance of the CTC denying funding for a highway project due to concerns that the project adds new capacity or increases VMT. The project will be re -heard by the CTC at its January 25 meeting in Modesto. The project's failure to receive approval by the CTC on environmental grounds is alarming given the project has an approved environmental document, was already awarded funding by the CTC under state competitive and formula programs prior to the adoption of CAPTI and has been approved by the CTC to be included in the State Transportation Improvement Program for several years. December's CTC vote was merely to allocate previously awarded funds now that the project is ready to go to construction. Additionally, other state, local, and federal funds had been set aside for construction of the project in anticipation that the CTC would approve the $202 million allocation. SBCTA has spent approximately $26 million to bring the project to this point. Agenda Item 9 541 For the last few years, the Commission has received reports from staff concerned with how the state is implementing CAPTI and its anticipated impact on Inland Southern California highway projects. This implementation combined with a worrying number of bill proposals aimed to severely limit the ability of state or regional transportation agencies to plan or fund roadway projects that add any VMT is intended to make it very difficult to deliver highway improvements. RCTC has taken bold steps to advocate for regional variance noting to State decision -makers that one -size -doesn't -fit all when implementing CAPTI and other transportation policies. RCTC advocacy efforts will continue as the California State Transportation Agency looks to update CAPTI in spring 2024. RCTC staff will continue to monitor the status of the project and potential future consideration by the CTC, which could have implications for other highway improvements across the region and state. This is consistent with RCTC's adopted 2024 State and Federal Legislative Platform: Regional Partnerships • • • • Collaborate with regional transportation agencies to impact transportation funding and regulatory policies to bring equity and fairness to the Inland Empire region. Collaborate with public and private sector stakeholders on policy and funding matters that enhance economic development and quality of life in the Inland Empire region. Engage in legislative efforts impacting regional transportation agencies, particularly when the efforts have a nexus to the Commission. Support implementation of projects in other counties that are contained in the Southern California Association of Governments RTP/Sustainable Communities Strategy when requested by other counties and not in conflict with the Commission's interests. Federal Update As of the writing of this report, there has been no agreement regarding topline spending that would enable negotiations for the various Fiscal Year 2024 Appropriations legislation. The Continuing Resolution that passed the Senate on November 15 split the appropriations subcommittee bill extensions into two deadlines, with a set of appropriations at current spending levels —including the Transportation -Housing & Urban Development bill —set to expire after January 19, 2024, and others through February 2, 2024. Staff will continue to monitor negotiations for full Fiscal Year 2024 Appropriations legislation and efforts to keep the government open. CV Rail Added to the Corridor ID Program The U.S. Federal Rail Administration (FRA) added the Coachella Valley Rail (CV Rail) Project to the federal Corridor Identification and Development (Corridor ID) Program on December 8, 2023. The Agenda Item 9 542 Corridor ID Program is an intercity passenger rail planning and development program that the FRA uses to guide intercity passenger rail development throughout the country. This designation included a $500,000 grant award to Caltrans, the State's project partner, to create a Service Development Plan outlining the future needs of passenger rail service in southern California and beyond. Inclusion in the Corridor ID Program is an important step for CV Rail as the project will be more competitive for future federal engineering and construction grants. FISCAL IMPACT: This is a policy and information item. There is no fiscal impact. Attachment: Legislative Matrix —January 2024 Agenda Item 9 543 RIVERSIDE COUNTY TRANSPORTATION COMMISSION - POSITIONS ON STATE AND FEDERAL LEGISLATION — JANUARY 2024 Legislation/ Author Description Bill Status Position Date of Board Adoption AB 6 (Friedman) This bill provides significant new oversight to the California Air Resources Board in the approval process of a metropolitan planning organization's Sustainable Communities Strategy and the methodology used to estimate greenhouse gas emissions. These new burdensome requirements will likely result in significant delays to transportation projects. Passed the Assembly, referred to the Senate Transportation and Environmental Quality Committees on June 14, 2023. Two-year bill. September 15, 2023 Oppose Based on Platform 5/24/2023 AB 7 (Friedman) This bill requires the California State Transportation Agency, California Department of Transportation, and California Transportation Commission to consider specific goals as part of their processes for project development, selection, and implementation. AB 7 may impact the allocation of billions of dollars in state transportation funding, infringing on RCTC's ability to deliver critically needed transportation infrastructure in Riverside County. Ordered to the inactive file. Two-year bill. September 11, 2023 Oppose Based on Platform 5/25/2023 AB 558 (Arambula) This bill restructures the Fresno County Transportation Authority (FCTA) by increasing its board membership from nine to thirteen members. This restructuring is done without the consensus and support from regional stakeholders and sets a concerning precedent for RCTC and other regional transportation agencies that rely upon a collaborative process to be effective. Additionally, the bill was amended on April 18 to subject a county transportation expenditure plan prepared by the Fresno County Transportation Authority (FCTA) to the requirements of the California Environmental Quality Act. Hearing postponed by the Local Government Committee on April 24, 2023. Two-year bill. April 28, 2023 Oppose Based on platform 4/10/2023 AB 1385 (Garcia) This bill would raise RCTC's maximum tax rate authority from 1% to 1.5%. Approved by the Governor. October 8, 2023 Support 3/8/2023 544 Legislation/ Author Description Bill Status Position Date of Board Adoption AB 1525 (Bonta) This bill significantly narrows the location and types of projects eligible to receive state transportation funding by requiring 60% of funds to be allocated to priority populations. Held under submission in the Assembly Appropriations Committee on May 18, 2023. Two-year bill. May 18, 2023 Oppose Based on platform 4/11/2023 SB 617 (Newman) This bill, until January 1, 2029, 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 for up to 10 public works projects in excess of $5 million for each project. The bill would specify that the authority to use the progressive design -build process. Approved by the Governor. October 4, 2023 Support Based on platform 4/5/2023 545 RIVERSIDE COUNTY TRANSPORTATION COMMISSION ROLL CALL JANUARY 10, 2024 Present Absent County of Riverside, District I X 0 County of Riverside, District II County of Riverside, District III County of Riverside, District IV X 0 County of Riverside, District V X 0 City of Banning X x City of Beaumont City of Blythe City of Calimesa X 0 City of Canyon Lake X 0 City of Cathedral City City of Coachella City of Corona City of Desert Hot Springs X 0 City of Eastvale X 0 City of Hemet City of Indian Wells City of Indio City of Jurupa Valley O x City of La Qu i nta O x City of Lake Elsinore City of Menifee City of Moreno Valley City of M u rrieta X 0 City of Norco X 0 City of Palm Desert X 0 City of Palm Springs City of Perris X 0 City of Rancho Mirage X 0 City of Riverside X 0 City of San Jacinto City of Temecula City of Wildomar X 0 Governor's Appointee, Caltrans District 8 X 0 RIVERSIDE COUNTY TRANSPORTATION COMMISSION COMMISSIONER SIGN -IN SHEET JANUARY 10, 2024 NAME AGENCY EMAIL ADDRESS OAS Q- 14- et Driv C9Je 1( 5 3-\, (Lila w ivlIValg„ r i5 c 1 be cr)- AO- 5 eis +o,! { 5 L L 'II M ww/ZMA-s4/ /14e-itl1 Fe -E- f, ,QA / <____ (1-6i,J,„,.r/l, 0:11.0,/ /f I --' n A 0 )-iyi cb& IA 0 m 54‘..2.. . tL T D r 1 S l 4J th Di --,r n � -D-1. L 1-6 xo //c),,, -/ice 4-1)8-/o vT ‘41744_ti14b 4. oti-4,2E.__ _jz,.. /7 --ILO R I 4 Aa z L r )7i/rte-1 hf�GW[ ' (��- ofJ -71/ ' i„-_e____ kb e -44-61R1 idtte: ' a-1,:i.e. Z+y;.,b . ieic 41 h r4,b1 J I. f envoy JtheREIv P9141&/21Erki 0A 4 (, er 'V 4;i'}��Ur �- c�y� fj 46 ;u e Sktic4 "Lv"[ `r_ (IA i RIVERSIDE COUNTY TRANSPORTATION COMMISSION TO: Riverside County Transportation Commission FROM: Lisa Mobley, Administrative Services Director/Clerk of the Board DATE: January 3, 2024 SUBJECT: G.C. 84308 Compliance — Potential Conflict of Interest California Government Code 84308 states a Commissioner may not participate in any discussion or action concerning a contract or amendment if a campaign contribution of more than $250 is received in the past 12 months or 3 months following the conclusion from a bidder or bidder's agent. This prohibition does not apply to the awarding of contracts that are competitively bid. The Commission's procurement division asks potential vendors to disclose any contributions made to the campaigns of any Commissioner as part of their submitted bid packets. As an additional precaution, those entities are included below in an effort to give Commissioners opportunity to review their campaign statements for potential conflicts. Please note the entities listed in this memo are not encompassing of all potential conflicts and are in addition to any personal conflicts of interest such as those disclosed on Statement of Economic Interests — Form 700 or prohibited by Government Code Section 1090. Please contact me should you have any questions. Agenda Item No. 6E — Agreements for On -Call Maintenance and Repair Services for the Commuter Rail Stations and Toll Facilities Consultant(s): 4D Surface Management, Inc. Mike Doucette, Vice President P.O. Box 123 Yucaipa, CA 92399 Joshua Grading and Excavating, Inc. Muriel Craft, President/CEO 8450 B White Road Phelan, CA 92371 Real Estate Consulting & Services Jeffrey Cross, President 18345 Pasadena St. Lake Elsinore, CA 92530 DATE: CHECK IF DETACH AND SUBMIT TO THE CLERK OF THE BOARD SUBJECT OF PUBLIC COMMENTS: O PUBLIC COMMENTS: A GENDA ITEM NO.: (AS LISTED ON THE AGEN DA) N AME: ADDRESS: c iO Q ]1',9, j STREET REPRESENTING: NA ME OF AGENC Y ORGANIZATION / GR OUP SUBJECT OF AGEN DA ITEM: Der n 146 - P HONE NO.: CITY ZIP C ODE PHONE NO.: °?-.274? � ! BUSIN ESS ADDRESS: STREET /re -m/ 4- 9D9 g &, , / , e vr-r CITY ZIP C ODE