HomeMy Public PortalAbout04 April 24, 2017 Budget & ImplementationRIVERSIDE COUNTY TRANSPORTATION COMMISSION
BUDGET AND IMPLEMENTATION COMMITTEE
www.rctc.org
AGENDA*
*Actions may be taken on any item listed on the agenda
9:30 a.m.
Monday, April 24, 2017
BOARD ROOM
County of Riverside Administrative Center
4080 Lemon Street, First Floor
Riverside, California
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 / ROLL CALL
2.PLEDGE OF ALLEGIANCE
3.PUBLIC COMMENTS – Each individual speaker is limited to speak three (3) continuous
minutes or less. The Committee may, either at the direction of the Chair or by majority vote
of the Committee, 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. Also, the Committee may terminate
public comments if such comments become repetitious. In addition, the maximum time for
public comment for any individual item or topic is thirty (30) minutes. Speakers may not yield
their time to others without the consent of the Chair. Any written documents to be
distributed or presented to the Committee 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 Board should not take action on or discuss matters raised during
public comment portion of the agenda which are not listed on the agenda. Board members
may refer such matters to staff for factual information or to be placed on the subsequent
agenda for consideration.
4.APPROVAL OF MINUTES – MARCH 27, 2017
COMM-BI-00038
Budget and Implementation Committee
April 24, 2017
Page 2
5. ADDITIONS/REVISIONS (The Committee 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 Committee subsequent to the posting of the agenda. An action adding
an item to the agenda requires 2/3 vote of the Committee. If there are less than 2/3 of the
Committee 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. SINGLE SIGNATURE AUTHORITY REPORT
Page 1
Overview
This item is for the Committee to:
1) Receive and file the Single Signature Authority report for the third quarter
ended March 31, 2017; and
2) Forward to the Commission for final action.
7. PROPOSED BUDGET FOR FISCAL YEAR 2017/18
Page 3
Overview
This item is for the Committee to:
1) Discuss, review, and provide guidance on the proposed Fiscal Year 2017/18 Budget;
and
2) Forward to the Commission to open the public hearing in order to receive input and
comments on the proposed FY 2017/18 Budget on May 10 and on June 14, 2017, and
thereafter close the public hearing.
Budget and Implementation Committee
April 24, 2017
Page 3
8. INTERSTATE 15 EXPRESS LANES PROJECT AND 91 PROJECT COMPLETION PLANS OF
FINANCE
Page 22
Overview
This item is for the Committee to:
1) Approve the 91 Project Completion Plan of Finance;
2) Approve the I‐15 ELP Plan of Finance regarding the issuance of the 2017 Series A Sales
Tax Revenue Bonds (2017 Bonds) and receipt of a TIFIA loan from the USDOT or, in
the alternative to a TIFIA loan, the issuance of toll revenue bonds;
3) Adopt Resolution No. 17‐006, “Resolution Authorizing the Issuance and Sale of Not to
Exceed $218,760,000 Aggregate Principal Amount of Riverside County Transportation
Commission Sales Tax Revenue Bonds (Limited Tax Bonds) in One or More Series,
Including the Execution and Delivery of a Seventh Supplemental Indenture, a Purchase
Contract, an Official Statement, and a Continuing Disclosure Agreement, and the
Authorization of a Toll Revenue Bond Financing of the I‐15 Express Lanes Project in an
Amount Not To Exceed $165,000,000, Including the Execution and Delivery of a
Master Indenture, a First Supplemental Indenture and a Loan Agreement Relating to
Transportation Infrastructure Finance and Innovation Act Program Credit Assistance,
and the Taking of All Other Actions Necessary in Connection Therewith”;
4) Approve the draft form of the Official Statement for the issuance of 2017 Bonds for
the I‐15 ELP and 91 Project in a not to exceed amount of $218,760,000 and authorize
the Executive Director to revise, approve, and execute the printing and distribution
of the Official Statement;
5) Approve the draft form of the Continuing Disclosure Agreement related to the 2017
Bonds between the Riverside County Transportation Commission and Digital
Assurance Certification, L.L.C., as dissemination agent, and authorize the Executive
Director to revise, approve, and execute the final Continuing Disclosure Agreement;
6) Approve the draft form of the Seventh Supplemental Indenture for the 2017 Bonds
between the Riverside County Transportation Commission and U.S. Bank National
Association (US Bank), as Trustee, and authorize the Executive Director to revise,
approve, and execute the final Seventh Supplemental Indenture;
7) Approve the draft form of the Bond Purchase Agreement between the Riverside
County Transportation Commission and Bank of America Merrill Lynch (BofAML) and
Goldman, Sachs & Co. (Goldman), as Underwriter Representative acting on behalf of
itself and Barclays Capital Inc. (Barclays), Academy Securities (Academy), and Fidelity
Capital Markets. (Fidelity), (collectively the Underwriters), for the 2017 Bonds and
authorize the Chief Financial Officer to revise, approve, and execute the final Bond
Purchase Agreement;
8) Approve the draft form of the Master Indenture between the Riverside County
Transportation Commission and US Bank, as Trustee, related to the Toll Revenue
Bonds for the I‐15 ELP and authorize the Executive Director to revise, approve, and
execute the final Indenture;
Budget and Implementation Committee
April 24, 2017
Page 4
9) Approve the draft form of the First Supplemental Indenture for the I‐15 ELP TIFIA loan
between the Riverside County Transportation Commission and US Bank, as Trustee,
and authorize the Executive Director to revise, approve, and execute the final First
Supplemental Indenture;
10) Approve the draft form of the TIFIA Loan Agreement between the Riverside County
Transportation Commission and the USDOT for an amount not to exceed $165 million
and authorize the Executive Director to revise, approve, and execute the final TIFIA
Loan Agreement;
11) Approve the estimated costs of issuance to be paid from the bond proceeds and
execution of related agreements, as required; and
12) Forward to the Commission for final action.
9. STATE LEGISLATIVE UPDATE
Page 310
Overview
This item is for the Committee to:
1) Adopt the following bill positions:
a) AB 1523 (Obernolte) – Support;
b) SB 150 (Allen) – Oppose;
c) SB 264 (Nguyen) – Oppose;
d) SB 477 (Cannella) – Support;
2) Receive and file an update on state legislation; and
3) Forward to the Commission for final action.
10. AGREEMENT FOR THE DEVELOPMENT OF A COUNTYWIDE LONG RANGE
TRANSPORTATION PLAN
Page 314
Overview
This item is for the Committee to:
1) Award Agreement No. 17‐65‐071‐00 to VRPA Technologies, Inc. for the development
of a long range transportation plan (LRTP) for a two‐year term, in an amount of
$963,002, plus a contingency amount of $96,300, for a total amount not to exceed
$1,059,302;
2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to
execute the agreement on behalf of the Commission;
3) Authorize the Executive Director or designee to approve the use of the contingency
amount as may be required for these services; and
4) Forward to the Commission for final action.
Budget and Implementation Committee
April 24, 2017
Page 5
11. AMENDMENT TO COMMISSION’S RAIL PROGRAM SHORT RANGE TRANSIT PLANS
Page 336
Overview
This item is for the Committee to:
1) Amend the Commission’s Commuter Rail Program’s FY 2016/17 Short Range Transit
Plan (SRTP), as follows:
a) Allocate $16,956,682 of Federal Transit Administration (FTA) Section 5307
Grant funds to the 2017 Riverside County Rail Passenger Efficiency Upgrades
project; and
b) Allocate $16,816,916 of FTA Section 5337 Grant funds to the 2017 Commuter
Rail State of Good Repair project; and
2) Forward to the Commission for final action.
12. SHORT RANGE TRANSIT PLAN AMENDMENT TO RIVERSIDE TRANSIT AGENCY’S FISCAL
YEAR 2016/2017 CAPITAL ASSISTANCE PROGRAM
Page 339
Overview
This item is for the Committee to:
1) Approve modification to Riverside Transit Agency’s (RTA) FY 2016/17 capital
assistance program to reflect an additional $688,570 in FY 2013/14 and FY 2014/15
Federal Transit Administration (FTA) Section 5339 Hemet urbanized area (UZA) funds
to cover capital expenses related to the new Hemet Facility Maintenance project and
allocate $172,143 in State Transit Assistance (STA) funds to provide required match
for the FTA Section 5339 funds;
2) Amend RTA’s FY 2016/17 capital assistance program to reflect an additional
$1,492,532 in FY 2015/16 California Low Carbon Transit Operation Program (LCTOP)
funds received for the UCR Mobility Hub;
3) Reprogram the Local Transportation Fund (LTF) capital amount of $2,400,000
originally identified for the Twin Cities Transit Center and move the funds to RTA’s
new Operations and Maintenance Facility project;
4) Approve amendments to RTA’s Short Range Transit Plans (SRTP) to reflect the
changes outlined above; and
5) Forward to the Commission for final action.
Budget and Implementation Committee
April 24, 2017
Page 6
13. REQUEST TO JOIN THE CALIFORNIA VANPOOL AUTHORITY
Page 342
Overview
This item is for the Committee to:
1) Adopt Resolution No. 17‐009, “Resolution of the Riverside County Transportation
Commission Resolving to Join the California Vanpool Authority”;
2) Authorize the Executive Director or designee to transmit a request to the California
Vanpool Authority (CalVans) board to approve the Commission to join the joint
powers authority;
3) Authorize the Executive Director, pursuant to legal counsel review, to execute an
addendum to the joint powers agreement to form CalVans to memorialize the
Commission’s membership;
4) Authorize the Chair or Executive Director, pursuant to legal counsel review, to
execute Agreement No. 17‐45‐089‐00 with SunLine Transit Agency (SunLine) to
approve the operation of the SunLine Vanpool Program (SolVan) under the terms and
conditions of the Commission’s membership in CalVans;
5) Authorize the Chair to appoint one member and one alternate to serve on the
CalVans board; and
6) Forward to the Commission for final action.
14. CITIZENS ADVISORY COMMITTEE/SOCIAL SERVICES TRANSPORTATION ADVISORY
COMMITTEE MEMBERSHIP NOMINATIONS
Page 382
Overview
This item is for the Committee to:
1) Approve member re‐appointments to the Citizens Advisory Committee/Social
Services Transportation Advisory committee (CAC/SSTAC) effective May 10, 2017;
and
2) Forward to the Commission for final action.
Budget and Implementation Committee
April 24, 2017
Page 7
15. FISCAL YEAR 2017/18 SAN BERNARDINO COUNTY TRANSPORTATION AUTHORITY
AGREEMENT FOR INLAND EMPIRE RIDESHARE AND 511 SERVICES
Page 385
Overview
This item is for the Committee to:
1) Approve Agreement No. 17‐45‐088‐00 with the San Bernardino County
Transportation Authority (SBCTA) to reimburse the Commission in an amount not to
exceed $1.3 million for Fiscal Year 2017/18 commuter/employer rideshare and Inland
Empire 511 (IE511) programs administered by the Commission, on behalf of both
agencies, as part of an ongoing bi‐county partnership;
2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to
execute the agreement on behalf of the Commission; and
3) Forward to the Commission for final action.
16. ITEM(S) PULLED FROM CONSENT CALENDAR AGENDA
17. COMMISSIONERS / STAFF REPORT
Overview
This item provides the opportunity for the Commissioners and staff to report on attended
and upcoming meeting/conferences and issues related to Commission activities.
18. ADJOURNMENT AND THE NEXT MEETING
The next Budget and Implementation Committee meeting is scheduled to be held at
9:30 a.m., Monday, May 22, 2017, Board Chambers, First Floor, County Administrative
Center, 4080 Lemon Street, Riverside.
Riverside Counly Transportation Commission
TO:
FROM:
DATE:
SUBJECT:
Riverside County Transportation Commission
Jennifer Harmon, Clerk of the Board
April 19, 2017
Possible Conflicts of Interest Issues -Budget and Implementation Committee
Agenda of April 24, 2017
The April 24 agenda of the Budget and Implementation Committee includes items which may
raise possible conflicts of interest. A RCTC member 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 any entity or
individual listed.
Agenda Item No. 10 -Agreement for the Development of a Countvwide Long Range
Transportation Plan
Consultant(s): VRPA Technologies, Inc.
Georgiena Vivian, President
4630 W. Jennifer, Suite 105
Fresno, CA 93722
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
BUDGET AND IMPLEMENTATION COMMITTEE
ROLL CALL
APRIL 24, 2017
County of Riverside, District II
County of Riverside, District Ill
City of Beaumont
City of Calimesa
City of Canyon Lake
City of Cathed ra I City
City of Coachella
City of Desert Hot Springs
City of Hemet
City of Indian Wells
City of Lake Elsinore
City of Murrieta
City of Palm Desert
City of Riverside
City of Temecula
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Alexandra Rackerby
From:
Sent:
To:
Subject:
Attachments:
Alexandra Rackerby
Thursday, April 20, 2017 8:53 AM
Alexandra Rackerby
RCTC Budget and Implementation Committee -lpad compatible users
Conflict of Interest Form.pdf; Conflict of Interest Memo.81_04.24.17.pdf
Good morning Commissioners,
The Budget and Implementation Committee agenda for Monday, April 24, 2017 is posted on our Website at
http://www. rctcdev. info/uploads/media items/budget-a nd-i m plementatio n-com m ittee-a pril-24-2017 .origi na I .pdf
Also, attached is the Conflict of Interest Memo and Form for your information. Let me know if you have any questions or
concerns.
Thank you.
Respectfully,
Allie Rackerby
Records Technician
Riverside County Transpol'lalion Commission
PO Box 12008, Rivetside. CA 92502-2208
4080 Lemon Street, 3111 Floor, Riverside, CA 92501
{951) 787-71411 rclc.org
1
AGENDA ITEM 4
MINUTES
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
BUDGET AND IMPLEMENTATION COMMITTEE
Monday, March 27, 2017
MINUTES
1. CALL TO ORDER / ROLL CALL
The meeting of the Budget and Implementation Committee was called to order by
Vice Chair Rusty Bailey at 9:33 a.m., in the Board Room at the County of Riverside
Administrative Center, 4080 Lemon Street, First Floor, Riverside, California, 92501.
Members/Alternates Present Members Absent
Rusty Bailey Jan Harnik
Nancy Carroll Steven Hernandez
Dawn Haggerty Greg Pettis
Jim Hyatt
Rick Gibbs
Linda Krupa
Bob Magee
Scott Matas
Michael Naggar
Dana Reed
John Tavaglione
Chuck Washington
2. PLEDGE OF ALLEGIANCE
At this time, Commissioner John Tavaglione led the Budget and Implementation
Committee in a flag salute.
3. PUBLIC COMMENTS
There were no requests to speak from the public.
4. APPROVAL OF MINUTES – FEBRUARY 27, 2017
M/S/C (Krupa/Hyatt) to approve the minutes of February 27, 2017 meeting as
submitted.
RCTC Budget and Implementation Committee Minutes
March 27, 2017
Page 2
5. ADDITIONS / REVISIONS
There were no additions or revisions to the agenda.
At this time, Theresia Trevino, Chief Financial Officer, left the meeting.
6. AGREEMENT FOR INVESTMENT MANAGEMENT SERVICES FOR THE INTERSTATE 15
EXPRESS LANES
Megan Kavand, Senior Financial Analyst, presented the scope of the agreement for
investment management services for the Interstate 15 Express Lanes.
M/S/C (Gibbs/Matas) to:
1) Award Agreement No. 17‐19‐050‐00 to Logan Circle Partners, L.P. for the
provision of investment management services for the I‐15 Express Lanes
project for a five‐year term, and two, one‐year options to extend the
agreement, for a total amount not to exceed $400,000;
2) Authorize the Chair or Executive Director, pursuant to legal counsel
review, to execute the agreement, including option years, on behalf of
the Commission; and
3) Forward to the Commission for final action.
Theresia Trevino rejoined the meeting.
7. STATE AND FEDERAL LEGISLATIVE UPDATE
Jillian Guizado, Senior Legislative Affairs Analyst, presented an update on state and
federal legislation, including three recommended bill positions.
In response to Commissioner Dana Reed’s question regarding opposition to AB 1189,
Jillian Guizado responded staff is not aware of any opposition at this time.
Commissioner Chuck Washington discussed SCA 11, which is not part of this agenda item.
It seeks to turn judicial, school, city, and county offices into partisan offices. The California
State Association of Counties is opposing this amendment and Commissioner Washington
requested it be agendized for consideration.
At Commissioner Dawn Haggerty’s request for clarification as to why the Commission
opposed AB 91, Executive Director Anne Mayer explained this bill focuses solely on
Riverside County. Staff does not believe freeway operations should be mandated by law
as Caltrans already has that authority. Additionally, the Commission would be required
to repay federal funds or construct substitute projects that would meet or exceed the air
quality improvements originally proposed by the HOV projects.
RCTC Budget and Implementation Committee Minutes
March 27, 2017
Page 3
Vice Chair Bailey discussed the importance of SB 1, noting the Fix Our Road Coalition’s
support, and asked for the Commission’s position on this bill and what Commissioners
can do to educate their constituents.
Anne Mayer responded staff has not brought a recommended position forward to the
Commission for action. The Commission has adopted the 2017 State and Federal
Legislative Platform that outlines the positions the Commission will take on various pieces
of legislation, administrative policies, and regulations. Staff can provide estimates of the
funding each jurisdiction would receive should a version of the bill pass.
M/S/C (Gibbs/Haggerty) to:
1) Adopt the following bill positions:
a) AB 179 (Cervantes) – Oppose;
b) AB 408 (Chen) – Oppose;
c) AB 697 (Fong) – Oppose;
2) Receive and file an update on state and federal legislation; and
3) Forward to the Commission for final action.
8. ADVANCE OF LOCAL TRANSPORTATION FUND FUNDS IN SUPPORT OF CONTINUED BUS
OPERATIONS
Robert Yates, Multimodal Services Director, presented the details of the advance of Local
Transportation Fund (LTF) funds in support of continued bus operations for Riverside
Transit Agency (RTA) and SunLine Transit Agency (SunLine).
M/S/C (Gibbs/Reed) to:
1) Approve an advance of LTF funds in the amount of $9.5 million to the RTA
until such time that the appropriation of the remainder of FFY 2016/17
Federal Transit Administration (FTA) Section 5307 funds are released to
RTA;
2) Approve an advance of LTF funds in the amount of $3 million to SunLine
until such time that the appropriation of the remainder of FFY 2016/17
FTA Section 5307 funds are released to SunLine; and
3) Forward to the Commission for final action.
9. BLYTHE WELLNESS EXPRESS PROJECT
Monica Morales, Management Analyst, presented the details of the Blythe Wellness
Express project.
RCTC Budget and Implementation Committee Minutes
March 27, 2017
Page 4
In response to Commissioner Haggerty’s question regarding the type of transportation
that will be used for this program as RTA has a program in which it donates refurbished
buses, Robert Yates stated the city of Blythe has identified a vehicle for this program and
is also participating in the FTA Section 5310 Call for Projects to obtain a new vehicle. Staff
is aware of the RTA program and has worked with RTA in the past to donate several
vehicles. Mr. Yates thanked Commissioner Haggerty for her comments.
M/S/C (Reed/Matas) to:
1) Approve Memorandum of Understanding (MOU) and Subrecipient
Agreement No. 17‐26‐076‐00 with Palo Verde Valley Transit Agency
(PVVTA) for the Blythe Wellness Express (BWE);
2) Authorize the Chair or Executive Director, pursuant to legal counsel
review, to execute the agreement on behalf of the Commission;
3) Approve an increase of $31,000 to the FY 2016/17 budget expenditures
and federal revenues; and
4) Forward to the Commission for final action.
10. COMMISSIONERS / EXECUTIVE DIRECTOR REPORT
Anne Mayer reported on the opening of the 91 Express Lanes on March 20 and reminded
Commissioners the dedication ceremony for the 91 Project is scheduled for Friday,
March 31, at 11 a.m. at the North Main Corona Parking Structure.
11. ADJOURNMENT
There being no further business for consideration by the Budget and Implementation
Committee, the meeting was adjourned at 10:17 a.m.
Respectfully submitted,
Jennifer Harmon
Clerk of the Board
AGENDA ITEM 6A
Agenda item 6A
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE: April 24, 2017
TO: Budget and Implementation Committee
FROM: Matt Wallace, Procurement Manager
Jose Mendoza, Procurement Analyst
THROUGH: Theresia Trevino, Chief Financial Officer
SUBJECT: Single Signature Authority Report
STAFF RECOMMENDATION:
This item is for the Committee to:
1)Receive and file the Single Signature Authority report for the third quarter ended
March 31, 2017; and
2)Forward to the Commission for final action.
BACKGROUND INFORMATION:
Certain contracts are executed under single signature authority as permitted in the
Commission’s Procurement Policy Manual adopted in September 2015. The Executive Director
is authorized to sign services contracts that are less than $150,000 individually and in an
aggregate amount not to exceed $1 million in any given fiscal year. Additionally, in accordance
with Public Utilities Code Section 130323(c), the Executive Director is authorized to sign
contracts for supplies, equipment, materials, and construction of all facilities and works under
$50,000 individually.
The attached report details all contracts that have been executed for the third quarter ended
March 31, 2017, under the single signature authority granted to the Executive Director. The
unused capacity of single signature authority for services at March 31, 2017 is $713,000.
Attachment: Single Signature Authority Report as of March 31, 2017.
1
CONSULTANTDESCRIPTION OF SERVICESORIGINAL CONTRACT AMOUNTPAID AMOUNTREMAINING CONTRACT AMOUNTAMOUNT AVAILABLE July 1, 2016$1,000,000.00Smith, Watts & HartmanState Legislative Advocacy Services18,000.0018,000.000.00Alvarado SmithLegal Services16,000.0014,370.03 1,629.97S&P Global RatingsRating evaluation service for indicative rating related to I-15 Express Lanes TIFIA loan and toll revenue bonds100,000.0075,000.00 25,000.00Connected ConsultingPublic Engagement and Education Strategy Efforts40,000.000.00 40,000.00ExigentInformation Technology Support Services75,000.0058,467.56 16,532.44Revenue & Cost Specialists, LLCCost Allocation Plan Consultant18,000.000.0018,000.00Regents of University of CACustomized Staff Training Programs20,000.000.0020,000.00AMOUNT USED287,000.00287,000.00$713,000.00NoneN/A$- $- $- Jose MendozaTheresia TrevinoPrepared byReviewed byAMOUNT USEDSINGLE SIGNATURE AUTHORITYAS OF March 31, 2017Note: Shaded area represents new contracts listed in the first quarter.AMOUNT REMAINING through March 31, 2017Agreements that fall under Public Utilities Code 130323 (C)V:\2017\05 May\B&I\6A.JM.Att1.SingleSignQ3.xlsx2
AGENDA ITEM 7
Agenda Item 7
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE: April 24, 2017
TO: Budget and Implementation Committee
FROM: Michele Cisneros, Deputy Director of Finance
THROUGH: Theresia Trevino, Chief Financial Officer
SUBJECT: Proposed Budget for Fiscal Year 2017/18
STAFF RECOMMENDATION:
This item is for the Committee to:
1) Discuss, review, and provide guidance on the proposed Fiscal Year 2017/18 Budget; and
2) Forward to the Commission to open the public hearing in order to receive input and
comments on the proposed FY 2017/18 Budget on May 10 and on June 14, 2017, and
thereafter close the public hearing.
BACKGROUND INFORMATION:
Staff completed the initial budget preparation process, and attached is an executive summary for
the proposed FY 2017/18 Budget. The policy goals and objectives approved by the Commission
on March 8 were the basis of this budget. The long‐term policy goals that support the
Commission’s objectives considered during the preparation of the budget relate to promote
mobility; mitigate and address impact of goods movement; encourage economic development;
ensure improved system efficiencies; foster environmental stewardship; support transportation
choices through intermodalism and accessibility; prioritize public and stakeholder
communications; and maintain fiscal and organizational accountability.
Staff will present highlights of significant items included in the budget and is seeking review of
and input on the proposed FY 2017/18 Budget. Based on input received from Commissioners,
staff will update the document, as necessary, and present the proposed budget for the opening
of the public hearing and for the Commission’s review on May 10. As a result of input received
from the public and the Commission, staff will make any necessary changes to the budget
document for final review, close of the public hearing, and adoption at its June 14 Commission
meeting.
The executive summary document contains a summary of all departmental budgets and
summarizes the information for the Commission. The department budgets present the goals and
objectives, the resources needed to accomplish the goals, and the appropriations required to
accomplish the tasks. Staff also included the budgets by fund type, as this table provides a
summary of the budgeted revenues and expenditures/expenses from a fund perspective.
3
Agenda Item 7
Preliminary funding estimates for transit operating and capital expenditures have been included
in the budget, although the draft Short Range Transit Plans are still under review. An adjustment
for a revised estimate of these transit expenditures may be included in the final budget document
presented in June 2017.
At the June 14 Commission meeting, staff will present the entire budget document with detailed
narratives.
A summary of the proposed FY 2017/18 Budget is as follows:
FY 2017/18 Budget
Revenues and other financing sources:
Sales taxes‐Measure A and Local Transportation Funds $ 264,000,000
Reimbursements (federal, state, and other) 98,648,100
Transportation Uniform Mitigation Funds, including
reimbursements
21,250,000
State Transit Assistance 10,469,000
Toll revenues 16,835,800
Other revenues 248,000
Interest on investments 3,516,700
Debt proceeds 285,652,000
Transfers in 295,634,900
Total revenues and other financing sources 996,254,500
Expenditures and other financing uses:
Personnel salaries and fringe benefits 9,554,200
Professional services 17,871,100
Support services 11,643,200
Projects and operations 625,197,700
Capital outlay 5,380,000
Debt service (principal and interest) 102,668,200
Transfers out 295,634,900
Total expenditures and other financing uses 1,067,949,300
Excess (deficiency) of revenues and other financing sources over
(under) expenditures and other financing uses
(71,694,800)
Beginning fund balance (projected) 678,545,600
Ending fund balance (projected) $ 606,850,800
Attachment: Executive Summary for the Proposed FY 2017/18 Budget
4
Executive Summary
Introduction
The budget for Fiscal Year (FY) 2017/18 is presented to the Board of Commissioners (Board) and the citizens of
Riverside County. The budget outlines the projects the Commission plans to undertake during the year and
appropriates expenditures to accomplish these tasks. The budget also shows the funding sources and fund
balances that will be used for these projects. This document will serve as the Commission’s monetary guideline. To
provide the reader a better understanding of the projects, staff has included descriptive information regarding
each department and major projects. The discussion in each department includes a review of accomplishments,
major initiatives, and key assumptions.
Staff used the goals and objectives approved at the Commission meeting on March 8, 2017 to prepare this budget.
In addition to the Commission’s guiding principles, long‐term goals, and strategic plan, the short‐term factors
listed below were used to guide the development of the budget.
Operational
Aggressively pursue completion of the State Route (SR) 91 project (91 Project) and development of the
Interstate (I) 15 Express Lanes, Mid County Parkway, and SR‐79 realignment projects included in the
Western Riverside County Delivery Plan, as these projects create jobs and improve the economic base in
the County. (Mobility, Economic Development)
Enhance corridor mobility and traveler choice with the operation of the tolled 91 Express Lanes and the
continued development of tolled express lanes on I‐15. (Mobility)
Provide leadership in the planning and development of the Coachella Valley‐San Gorgonio Pass corridor
rail service. (Mobility)
Work closely with local jurisdictions to implement the Transportation Uniform Mitigation Fee (TUMF)
regional arterial program projects and facilitate the delivery of eligible arterial improvements in western
Riverside County (Western County). (Mobility)
Work closely with partners in the Coachella Valley to ensure the implementation of Measure A funding
priorities. (Mobility)
Work with local and regional agencies in developing resources for preservation and maintenance of the
highways and regional arterials. (System E fficiencies)
Continue active engagement in state and federal efforts to streamline and modernize the California
Environmental Quality Act (CEQA) and the National Environmental Policy Act (NEPA) to improve the
Commission’s ability to deliver critical projects. (Mobility, Environmental Stewardship)
Support innovative programs that provide transit assistance in hard to serve rural areas or for riders with
special transit needs. (Intermodalism & Accessibility)
Support cost controls and promote operating efficiency for transit operators. (Intermodalism &
Accessibility, System Efficiencies)
Maintain effective partnerships among commuters, employers, and government to increase the efficiency
of our transportation system by encouraging and promoting motorized and non‐motorized transportation
alternatives. (Intermodalism & Accessibility, System Efficiencies)
Continue to provide a motorist aid system that ensures safety and convenience to freeway motorists.
(System Efficiencies)
Maintain an active involvement in state and federal legislative matters to ensure that the Commission
receives proper consideration for transportation projects and funding. (Communications)
Explore local options for sustainable funding in addressing long‐term transportation and quality‐of‐life
needs for the County. (Communications, Environmental Stewardship)
Commence the first ten‐year update of the 2009 Measure A Expenditure Plan, as required by the
ordinance, and initiate the development of a county‐wide transportation plan. (Mobility)
Develop and implement express lane marketing and promotion campaigns for the 91 Express Lanes to
increase customer accounts and lane usage. (Communications, Mobility)
Maintain close communication with Commissioners and educate policy makers on all issues of importance
to the Commission. (Communications)
5
�� D e v e l o p � a n d � e x e c u t e � a � c o m m u n i c a t i o n s � a n d � p u b l i c � e n g a g e m e n t � s t r a t e g y � f o r � t h e � p u r p o s e s � o f � e d u c a t i o n , �
i n f o r m a t i o n , � a n d � c u s t o m e r � s e r v i c e . � ( C o m m u n i c a t i o n s ) �
�
F i n a n c i a l �
�� F u n d � a d m i n i s t r a t i v e � c o s t s � w i t h � a l l o c a t i o n s � f r o m � p r o g r a m � f u n d i n g � s o u r c e s . � � ( F i n a n c i a l � P l a n n i n g ) �
�� M a i n t a i n � a d m i n i s t r a t i v e � p r o g r a m � d e l i v e r y � c o s t s � b e l o w � t h e � p o l i c y � t h r e s h o l d � o f � 4 % � o f � M e a s u r e � A � r e v e n u e s ; �
t h e � F Y � 2 0 1 7 / 1 8 � M a n a g e m e n t � S e r v i c e s � b u d g e t � i s � 1 . 6 4 % � o f � M e a s u r e � A � r e v e n u e s . � � ( F i n a n c i a l � P l a n n i n g , �
E x p e n d i t u r e s ) �
�� M a i n t a i n � a d m i n i s t r a t i v e � s a l a r i e s � a n d � b e n e f i t s � a t � l e s s � t h a n � 1 % � o f � M e a s u r e � A � r e v e n u e s ; � t h e � F Y � 2 0 1 7 / 1 8 �
a d m i n i s t r a t i v e � s a l a r i e s � a n d � b e n e f i t s � i s � . 5 4 % � o f � M e a s u r e � A � r e v e n u e s . � � ( F i n a n c i a l � P l a n n i n g , � E x p e n d i t u r e s ) �
�� C o n t i n u e � t o � m a i n t a i n � p r u d e n t � c a s h � r e s e r v e s � t o � p r o v i d e � s o m e � l e v e l � o f � i n s u l a t i o n � f o r � u n p l a n n e d �
e x p e n d i t u r e s . � � ( R e s e r v e s , � C a s h � M a n a g e m e n t � & � I n v e s t m e n t ) �
�� C o n t i n u e � t o � m a i n t a i n � c u r r e n t � s t r o n g � b o n d � r a t i n g s � w i t h � r a t i n g � a g e n c i e s . � � ( D e b t � M a n a g e m e n t ) �
�� M o v e � f o r w a r d � o n � M e a s u r e � A � p r o j e c t s � f o r � h i g h w a y s � a n d � r e g i o n a l � a r t e r i a l s � u s i n g � s a l e s � t a x � r e v e n u e s , � T U M F �
r e v e n u e s , � a n d � s t a t e � a n d � f e d e r a l � f u n d i n g � a s � w e l l � a s � f i n a n c i n g � a l t e r n a t i v e s � s u c h � a s � c o m m e r c i a l � p a p e r , � s a l e s �
t a x � r e v e n u e � b o n d s , � t o l l � r e v e n u e � b o n d s , � a n d � f e d e r a l � l o a n s . � � ( D e b t � M a n a g e m e n t , � E x p e n d i t u r e s ) �
�� E s t a b l i s h � a n d � m a i n t a i n � r e v e n u e s � a n d � r e s e r v e s � g e n e r a t e d � f r o m � t o l l � o p e r a t i o n s � t o � b e � a v a i l a b l e � f o r � d e b t �
s e r v i c e � i n � a c c o r d a n c e � w i t h � t o l l � s u p p o r t e d � d e b t � a g r e e m e n t s ; � m a i n t e n a n c e , � r e p a i r , � r e h a b i l i t a t i o n , �
a d m i n i s t r a t i o n � a n d � o p e r a t i o n s ; � a n d � c a p i t a l � p r o j e c t s � w i t h i n � t h e � c o r r i d o r . � � ( R e s e r v e s , � R e v e n u e s ) � �
�� C o n d u c t � e n h a n c e d � o u t r e a c h � t o � b u s i n e s s e s � a n d � c o n t r a c t o r s � l o c a t e d � i n � t h e � C o u n t y � r e g a r d i n g � o p p o r t u n i t i e s �
t o � p r o v i d e � c o m p e t i t i v e � a n d � q u a l i f i e d � g o o d s � a n d / o r � s e r v i c e s � t o � t h e � C o m m i s s i o n . � � ( P r o c u r e m e n t ) �
�� M a i n t a i n � t h e � e n t e r p r i s e � r e s o u r c e � p l a n n i n g � ( E R P ) � s y s t e m � t o � i n t e g r a t e � p r o j e c t � a c c o u n t i n g � n e e d s � a n d �
i m p r o v e � a c c o u n t i n g � e f f i c i e n c y . � � ( A u d i t i n g , � A c c o u n t i n g � & � F i n a n c i a l � R e p o r t i n g ) �
�� M a n a g e � C o m m i s s i o n � p r o j e c t s � a n d � p r o g r a m s , � i n c l u d i n g � t o l l � o p e r a t i o n s , � w i t h � a � s m a l l � b u t � e f f e c t i v e � s t a f f � b y �
a u g m e n t i n g � s t a f f � e f f o r t s � w i t h � c o n t r a c t � s t a f f � a n d � c o n s u l t a n t s . � � ( H u m a n � R e s o u r c e s � M a n a g e m e n t ) �
�
B u d g e t � O v e r v i e w �
�
T o t a l � s o u r c e s � ( T a b l e � 1 ) � a r e � b u d g e t e d � a t � $ 9 9 6 , 2 5 4 , 5 0 0 � w h i c h � i s � a n � i n c r e a s e � o f � 3 5 % � o v e r � F Y � 2 0 1 6 / 1 7 � p r o j e c t e d �
s o u r c e s � a n d � a � 2 4 % � i n c r e a s e � o v e r � t h e � F Y � 2 0 1 6 / 1 7 � r e v i s e d � b u d g e t . � T o t a l � s o u r c e s � a r e � c o m p r i s e d � o f � r e v e n u e s � o f �
$ 4 1 4 , 9 6 7 , 6 0 0 , � t r a n s f e r s � i n � o f � $ 2 9 5 , 6 3 4 , 9 0 0 , � a n d � d e b t � p r o c e e d s � o f � $ 2 8 5 , 6 5 2 , 0 0 0 . � T h e � p r o j e c t e d � f u n d � b a l a n c e � a t �
J u n e � 3 0 , � 2 0 1 7 � a v a i l a b l e � f o r � e x p e n d i t u r e s / e x p e n s e s � ( e x c l u d i n g � r e s e r v e s � f o r � d e b t � s e r v i c e � o f � $ 4 8 , 1 5 1 , 0 0 0 � a n d �
a d v a n c e s � r e c e i v a b l e � o f � $ 2 8 , 4 7 6 , 5 0 0 ) � i s � $ 6 0 1 , 9 1 8 , 1 0 0 . � A c c o r d i n g l y , � t o t a l � f u n d i n g � a v a i l a b l e � f o r � t h e � F Y � 2 0 1 7 / 1 8 �
b u d g e t � t o t a l s � $ 1 , 5 9 8 , 1 7 2 , 6 0 0 . �
�
T a b l e � 1 � � S o u r c e s � F Y � 2 0 1 6 2 0 1 8 � �
F Y � 1 5 / 1 6 F Y � 1 6 / 1 7 F Y � 1 6 / 1 7 F Y � 1 7 / 1 8 D o l l a r P e r c e n t
A c t u a l R e v i s e d � B u d g e t P r o j e c t e d B u d g e t C h a n g e C h a n g e
M e a s u r e � A � S a l e s � T a x 1 6 7 , 6 3 0 , 3 0 0 $ � � � � � � � 1 7 3 , 0 0 0 , 0 0 0 $ � � � � � � � � 1 7 3 , 0 0 0 , 0 0 0 $ � � � � � � � � � � 1 7 6 , 0 0 0 , 0 0 0 $ � � � � � � � � 3 , 0 0 0 , 0 0 0 $ � � � � � � � � � � � � 2 %
L T F � S a l e s � T a x 8 3 , 7 7 6 , 5 0 0 � � � � � � � � � � � 8 5 , 0 0 0 , 0 0 0 � � � � � � � � � � � � 8 5 , 0 0 0 , 0 0 0 � � � � � � � � � � � � � 8 8 , 0 0 0 , 0 0 0 � � � � � � � � � � � 3 , 0 0 0 , 0 0 0 � � � � � � � � � � � � � � � 4 %
S T A � S a l e s � T a x 1 3 , 3 5 8 , 0 0 0 � � � � � � � � � � � 1 0 , 8 2 1 , 6 0 0 � � � � � � � � � � � � 1 0 , 8 2 1 , 6 0 0 � � � � � � � � � � � � � 1 0 , 4 6 9 , 0 0 0 � � � � � � � � � � � ( 3 5 2 , 6 0 0 ) � � � � � � � � � � � � � � � � � 3 %
I n t e r g o v e r n m e n t a l 7 6 , 8 2 1 , 4 0 0 � � � � � � � � � � � 5 9 , 2 4 2 , 3 0 0 � � � � � � � � � � � � 3 3 , 9 8 5 , 9 0 0 � � � � � � � � � � � � � 9 8 , 6 4 8 , 1 0 0 � � � � � � � � � � � 3 9 , 4 0 5 , 8 0 0 � � � � � � � � � � � � 6 7 %
T U M F � R e v e n u e 1 9 , 8 3 1 , 3 0 0 � � � � � � � � � � � 1 8 , 5 2 0 , 0 0 0 � � � � � � � � � � � � 1 8 , 8 5 0 , 0 0 0 � � � � � � � � � � � � � 2 1 , 2 5 0 , 0 0 0 � � � � � � � � � � � 2 , 7 3 0 , 0 0 0 � � � � � � � � � � � � � � � 1 5 %
T o l l � R e v e n u e � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 3 , 7 9 8 , 0 0 0 � � � � � � � � � � � � � � 3 , 2 3 9 , 7 0 0 � � � � � � � � � � � � � � � 1 6 , 8 3 5 , 8 0 0 � � � � � � � � � � � 1 3 , 0 3 7 , 8 0 0 � � � � � � � � � � � � 3 4 3 %
O t h e r � R e v e n u e 7 , 2 9 5 , 6 0 0 � � � � � � � � � � � � � � 2 , 5 1 8 , 0 0 0 � � � � � � � � � � � � � � 2 6 8 , 5 0 0 � � � � � � � � � � � � � � � � � � � 2 4 8 , 0 0 0 � � � � � � � � � � � � � � � � � � ( 2 , 2 7 0 , 0 0 0 ) � � � � � � � � � � � � � 9 0 %
I n v e s t m e n t � I n c o m e 8 , 5 9 2 , 8 0 0 � � � � � � � � � � � � � � 1 , 8 4 9 , 0 0 0 � � � � � � � � � � � � � � 4 , 7 1 5 , 6 0 0 � � � � � � � � � � � � � � � 3 , 5 1 6 , 7 0 0 � � � � � � � � � � � � � 1 , 6 6 7 , 7 0 0 � � � � � � � � � � � � � � � 9 0 %
T r a n s f e r s � I n 1 6 2 , 7 0 8 , 7 0 0 � � � � � � � � � 2 4 1 , 9 6 6 , 7 0 0 � � � � � � � � � � 1 9 2 , 8 9 5 , 5 0 0 � � � � � � � � � � � 2 9 5 , 6 3 4 , 9 0 0 � � � � � � � � � 5 3 , 6 6 8 , 2 0 0 � � � � � � � � � � � � 2 2 %
D e b t � P r o c e e d s 2 4 8 , 7 9 2 , 2 0 0 � � � � � � � � � 2 0 3 , 4 9 4 , 2 0 0 � � � � � � � � � � � � 2 1 2 , 5 0 0 , 2 0 0 � � � � � � � � � � � � � 2 8 5 , 6 5 2 , 0 0 0 � � � � � � � � � � � 8 2 , 1 5 7 , 8 0 0 � � � � � � � � � � � � 4 0 %
T O T A L � S o u r c e s 7 8 8 , 8 0 6 , 8 0 0 $ � � � � � � � 8 0 0 , 2 0 9 , 8 0 0 $ � � � � � � � � 7 3 5 , 2 7 7 , 0 0 0 $ � � � � � � � � � � 9 9 6 , 2 5 4 , 5 0 0 $ � � � � � � � � 1 9 6 , 0 4 4 , 7 0 0 $ � � � � � � � � 2 4 %
�
R i v e r s i d e � C o u n t y � h a s � s p e c i f i c � c o m p e t i t i v e � a d v a n t a g e s � o v e r � n e a r b y � c o a s t a l � c o u n t i e s � ( L o s � A n g e l e s , � O r a n g e , � a n d � S a n �
D i e g o ) � i n c l u d i n g � h o u s i n g � t h a t � i s � m o r e � a v a i l a b l e � a n d � a f f o r d a b l e � a s � w e l l � a s � p l e n t i f u l � c o m m e r c i a l � r e a l � e s t a t e � a n d � l a n d �
a v a i l a b l e � f o r � d e v e l o p m e n t � a t � l o w e r � c o s t s . � � R i v e r s i d e � C o u n t y s � e c o n o m y � i s � b e n e f i t t i n g � f r o m � e m p l o y m e n t � g a i n s � t h a t �
a r e � a � f u n c t i o n � o f � t h e � C o u n t y s � a b i l i t y � t o � a t t r a c t � b u s i n e s s e s � w i t h � l o w e r � c o m m e r c i a l � r e n t s � a n d � a � s k i l l e d � l a b o r � f o r c e . � �
P o p u l a t i o n � m i g r a t i o n � t o � t h e � I n l a n d � E m p i r e � ( i . e . , � R i v e r s i d e � a n d � S a n � B e r n a r d i n o � c o u n t i e s ) � h a s � o c c u r r e d � d u e � t o � t h e s e �
e m p l o y m e n t � o p p o r t u n i t i e s � a n d � a � l o w e r � c o s t � o f � l i v i n g � c o m p a r e d � t o � t h e � c o a s t a l � c o u n t i e s . � � I m p r o v e m e n t s � i n � t h e � l o c a l �
6
labor market and resurgence in home sales has increased economic activity contributing to stable sales tax
revenue growth as noted on Chart 1.
Chart 1 – Sources: Five‐Year Trend
$0
$100,000,000
$200,000,000
$300,000,000
$400,000,000
$500,000,000
$600,000,000
$700,000,000
FY 13/14 FY 14/15 FY 15/16 FY 16/17 FY 17/18
Measure A Sales Tax
LTF Sales Tax
STA Sales Tax
TUMF
Federal, State, Local Revenues
Toll Revenue
Transfers In
Debt Proceeds
Sales tax revenues have continued to remain stable during the last five fiscal years. The Commission’s economic
outlook for FY 2017/18 continues to be cautiously optimistic; however, the state and federal budget issues
continue to affect funding of the Commission’s capital projects and programs. Should Measure A and Local
Transportation Fund (LTF) sales tax revenues fluctuate and the availability of federal and state revenues continue
to be uncertain, the timing and scope of the Commission’s projects and programs may be impacted.
While the Commission’s primary revenues are the Measure A and LTF sales taxes, other revenues and financing
sources are required to fund the Commission’s programs and projects as illustrated in Chart 2.
Chart 2 – Sources: Major Categories
Measure A Sales Tax17%
LTF Sales Tax 9%
STA Sales Tax 1%
Intergovernmental 10%
TUMF Revenue2%
Toll Revenue 2%
Investment Income0%Transfers In30%
Debt Proceeds29%
The State Board of Equalization (SBOE or State) recently provided to cities and other agencies its projections that
statewide taxable sales over the next fiscal year will increase 4.4%; however, the Commission is not basing its
estimate of revenues solely on the SBOE’s projection and will continue its conservative projection practices. After
7
taking the state of the local economy and recent revenue trends into consideration, staff projects Measure A sales
tax revenues of $176,000,000 for FY 2017/18. This is a 2% increase from the FY 2016/17 revised projection of
$173,000,000. At midyear the Commission will reassess sales tax revenue projections based on the economy and
revenue trends.
On behalf of the County, the Commission administers the LTF for public transportation needs, local streets and
roads, and bicycle and pedestrian facilities. The majority of LTF funding received by the County and available for
allocation is distributed to all public transit operators in the County, and the Commission receives allocations for
administration, planning, and programming in addition to funding for Western County rail operations included in
the commuter rail Short Range Transit Plan (SRTP). The LTF sales tax revenue received from the State is budgeted
at $88,000,000, an increase of 4% from the FY 2016/17 revised projection of $85,000,000.
State Transit Assistance (STA) funds generated from the statewide sales tax on motor vehicle fuel are allocated by
formula by the State Controller to the Commission for allocations to the County’s public transit operators. The STA
transit allocation, which is based on recent State estimates, for FY 2017/18 is $10,469,000.
Intergovernmental revenues include reimbursement revenues from federal sources of $77,877,100, state sources
of $11,500,200, and local agencies of $9,270,800 for highway and rail capital projects, rail operations and station
maintenance, commuter assistance, and motorist assistance programs as well as planning and programming
activities. The significant increase of 67% in FY 2017/18 compared to the FY 2016/17 revised budget is related to
federal reimbursements for the I‐15 Express Lanes and Pachappa Underpass projects. Reimbursement revenues
vary from year to year depending on project activities and funding levels.
As a result of an amended Memorandum of Understanding (MOU) with the Western Riverside Council of
Governments (WRCOG), the Commission will receive 48.7% of TUMF revenues (as updated by the most recent
Nexus study). TUMF represents fees assessed on new residential and commercial development in Western County.
FY 2017/18 TUMF fees are projected at $20,000,000 and are slightly higher than the FY 2016/17 revised projection
of $18,850,000 and reflect the resurgence in the housing market in the Inland Em pire. Additional TUMF zone
reimbursements of $1,250,000 are expected for the Lake Elsinore Railroad Canyon project.
FY 2016/17 marked the initial year of toll operations for the Riverside 91 Express Lanes following substantial
completion of the 91 Project in March 2017. Estimated toll revenues of $16,835,800 for FY 2017/18 are derived
from the Riverside County 91 Express Lanes Extension Investment Grade Traffic and Revenue Report and 2013
financing assumptions.
Other revenue of $248,000 is related to property management generated from properties acquired in connection
with the 91 Project and various rail properties.
Investment income in FY 2017/18 is anticipated to increase by $1,667,700 or 90% compared to the FY 2016/17
budget as the result of higher cash balances in connection with the I‐15 Express Lanes project financing.
Transfers in of $295,634,900 relate primarily to the transfer of available debt proceeds for highway projects; LTF
funding for general administration, planning and programming, rail operations and station maintenance, and
grade separation project allocations; approved interfund allocations for specific projects and administrative cost
allocations; and debt service requirements from highway, regional arterial, and local streets and roads funds. Debt
proceeds consist of draw downs of $88,000,000 from the federal Transportation Infrastructure Finance and
Innovation Act (TIFIA) loan and issuance of $178,760,000 in sales tax revenue bonds and commercial paper notes
and associated bond premium of $18,892,000 related to the I‐15 Express Lanes project and 91 Project completion
financing.
Total uses (Table 2), including transfers out of $295,634,900, are budgeted at $1,067,949,300, an increase of 3%
from the prior year revised budget amount of $1,032,819,500. Program expenditures and transfers out totaling
$942,373,400 represent 88% of total budgeted uses in FY 2017/18. Program costs have increased by 9% from
$864,261,400 in FY 2016/17 due to projects identified below.
8
Table 2 – Uses FY 2016‐2018
FY 15/16 FY 16/17 FY 16/17 FY 17/18 Dollar Percent
Actual Revised Budget Projected Budget Change Change
Capital Highway, Rail, and Regional Arterials 607,285,200$ 603,953,000$ 438,568,100$ 662,615,300$ 58,662,300$ 10%
Capital Local Streets and Roads 49,826,500 51,358,000 51,358,000 52,936,000 1,578,000 3%
Commuter Assistance 2,808,100 3,587,500 3,265,600 5,064,900 1,477,400 41%
Debt Service 53,435,100 149,260,800 137,465,400 102,668,200 (46,592,600) ‐31%
Management Services 15,600,700 19,297,300 18,658,700 22,907,700 3,610,400 19%
Motorist Assistance 5,104,100 6,952,400 5,630,600 6,000,500 (951,900) ‐14%
Planning and Programming 3,405,900 11,576,400 2,704,700 13,489,000 1,912,600 17%
Public and Specialized Transit 94,756,100 139,197,300 109,186,700 146,978,500 7,781,200 6%
Rail Maintenance and Operations 19,966,100 41,083,700 26,455,400 37,436,500 (3,647,200) ‐9%
Toll Operations ‐ 6,553,100 3,859,600 17,852,700 11,299,600 172%
TOTAL Uses 852,187,800$ 1,032,819,500$ 797,152,800$ 1,067,949,300$ 35,129,800$ 3%
Note: Management Services includes Executive Management, Administration, External Affairs, and Finance.
Capital highway, rail, and regional arterials budgeted uses of $662,615,300 are 10% higher compared to the FY
2016/17 budget due to continued right of way support for the 91 Project and design build and construction on the
I‐15 Express Lanes project.
Local streets and roads expenditures of $52,936,000 reflect an increase of 3% over the FY 2016/17 budget and
represent the disbursements to local jurisdictions for the construction, repair, and maintenance of local streets
and roads.
Commuter assistance budgeted expenditures of $5,064,900 are 41% higher than FY 2016/17 budget due to a
$1,500,000 transfer out for a Western County public transit project.
Debt service of $102,668,200 has decreased 31% as a result of the refunding of $63,900,000 of sales tax revenue
bonds in FY 2016/17 compared to the anticipated retirement of $20,000,000 in commercial paper notes in
connection with the I‐15 Express Lanes project financing in FY 2017/18.
Management services expenditures have increased 19% or $3,610,400 from the FY 2016/17 budget due to
information technology equipment upgrades, expansion of office space, robust communication and engagement
efforts, financial advisory services, and debt service contribution.
Motorist assistance expenditures have decreased 14% or $951,900 from the FY 2016/17 budget as a result of
reduction in IE511 costs and call box hardware upgrades in the prior year.
Planning and programming budgeted expenditures of $13,489,000 reflect a 17% increase from the FY 2016/17
budget due to increased projects and operations activities in connection with LTF disbursements for planning and
programming, signal synchronization projects, and Fundtrak project database upgrades.
Public and specialized transit budgeted expenditures of $146,978,500 are 6% higher than the FY 2016/17 budget
due to increased transit capital expenditures for public transit.
The 9% decrease in rail maintenance and operation’s budgeted expenditures of $37,436,500 is primarily related to
Coachella Valley‐San Gorgonio Pass corridor activities.
Toll operations expenses are budgeted at $17,852,700 to manage the operations, maintenance, and capital
support of the Riverside 91 Express Lanes for a full fiscal year. The FY 2016/17 budget represents approximately
one‐half year of operations.
Total uses included in the FY 2017/18 budget by major categories are illustrated in Chart 3.
9
Chart 3 – Uses: Major Categories
Capital Highway, Rail, and
Regional Arterials
62%
Capital Local Streets and Roads
5%
Commuter Assistance
0%
Debt Service
10%
Management Services
2%
Motorist Assistance
1%
Planning and Programming
1%
Public and Specialized Transit
14%
Rail Maintenance and
Operations
3%
Toll Operations
2%
Commission Personnel
The Commission’s salaries and benefits total $9,554,200 for FY 2017/18. This is comparable to the FY 2016/17
revised budget of $9,505,100 (Chart 4) and includes a 4% pool for merit‐based salary increases. The Commission’s
salary schedule for FY 2017/18 is included in Appendix B and complies with Government Code §20636
“Compensation Earnable” and California Code of Register §570.5, “Requirements for a Publicly Available Pay
Schedule.”
Chart 4 – Salaries and Benefits Cost: Five‐Year Comparison
$‐
$2,000,000
$4,000,000
$6,000,000
$8,000,000
$10,000,000
$12,000,000
FY 13/14 FY 14/15 FY 15/16 FY 16/17 FY 17/18
The FY 2017/18 full‐time equivalents (FTE) of 50 positions is comparable to the FY 2016/17 level (Table 3) and
reflects a 1.0 FTE increase for the recruitment of an information technology administrator. Significant organization
changes were accomplished in FY 2016/17 related to large transportation capital projects resulting in toll
operations and the investment of billions of dollars requiring substantial attention at many staff levels.
Management continues to be firmly committed to the intent of the Commission’s enabling legislation that called
for a small staff. Staff will continue to be provided the tools needed to ensure an efficient and productive work
environment. However, it must be recognized that small is not viewed in an absolute context; it is relative to the
required tasks to be performed and the demands to be met.
10
Table 3 – Full‐Time Equivalents by Department FY 2016—2018
FY 15/16 FY 16/17 FY 17/18
Executive Management 0.6 0.4 0.4
Administration 4.6 4.7 5.2
External Affairs 2.1 1.9 3.8
Finance 8.3 7.8 7.6
Planning and Programming 5.2 6.3 5.2
Rail Maintenance and Operations 4.5 4.6 4.5
Public and Specialized Transit 2.3 2.3 2.3
Commuter Assistance 1.8 1.5 1.4
Motorist Assistance 0.7 0.9 1.4
Capital Project Development and Delivery 15.9 17.5 14.6
Toll Operations 0.0 1.1 3.6
TOTAL 46.0 49.0 50.0
The Commission provides a comprehensive package of benefits to employees. The package includes: health,
dental, vision, life insurance, short and long‐term disability, workers’ compensation, tuition assistance, sick and
vacation leave, retirement benefits in the form of participation in the California Public Employees’ Retirement
System (CalPERS), postretirement health care, deferred compensation, and employee assistance program. The
compensation components are shown in Chart 5.
Chart 5 – Personnel Salaries and Benefits
Salaries
66%
Retirement
16%
Health
12%
Other Fringes
6%
Department Initiatives
The preparation of each department’s budget was based on key assumptions, accomplishments in FY 2016/17,
major initiatives for FY 2017/18, and department goals and related objectives. Following are the key initiatives and
summary of expenditures/expenses for each department (Tables 4 through 14).
Executive Management
Continue project development and delivery as the key Measure A priority.
Foster growth in usage of the 91 Express Lanes and ensure its financial success.
Proceed with construction on the I‐15 Express Lanes project.
11
�� P r o g r e s s � w i t h � a � s t u d y � t o � a d d r e s s � m i t i g a t i n g � t h e � i m p a c t � o f � t r u c k � t r a f f i c � t h a t � s e r v e s � l o g i s t i c s � f a c i l i t i e s . �
�� C o n t i n u e � p l a n n i n g � e f f o r t s � t o � a d v a n c e � p a s s e n g e r � r a i l � s e r v i c e � i n � t h e � C o a c h e l l a � V a l l e y S a n � G o r g o n i o � P a s s �
c o r r i d o r . � �
�� A d v o c a t e � f o r � s t a t e � a n d � f e d e r a l � i n v e s t m e n t s � i n � t r a n s p o r t a t i o n � t o � f u n d � n e e d e d � t r a n s p o r t a t i o n � p r i o r i t i e s � i n � t h e �
C o u n t y � a n d � s t i m u l a t e � t h e � l o c a l � e c o n o m y . � �
�� I n i t i a t e � a � l o n g r a n g e � R i v e r s i d e � C o u n t y � T r a n s p o r t a t i o n � P l a n � f o r � u s e � i n � e s t a b l i s h i n g � i n t e g r a t e d � t r a n s p o r t a t i o n �
p r i o r i t i e s . �
�� M a i n t a i n � r e g i o n a l � c o o p e r a t i o n � a n d � c o l l a b o r a t i o n � a s � a � s i g n i f i c a n t � e f f o r t � c o n s i s t e n t � w i t h � t h e � p h i l o s o p h y � a n d �
m i s s i o n � o f � t h e � C o m m i s s i o n . �
�� I m p l e m e n t � a � c o m p r e h e n s i v e � s o c i a l � m e d i a � o u t r e a c h � p r o g r a m � t o � b u i l d � a w a r e n e s s � o f � t h e � C o m m i s s i o n � a n d � i t s �
r o l e � i n � t h e � c o m m u n i t y . � �
�� M a i n t a i n � a n � e f f e c t i v e � m i d s i z e d � t r a n s p o r t a t i o n � a g e n c y � w i t h � a � s m a l l � a n d � d e d i c a t e d � s t a f f . �
�
T a b l e � 4 � � E x e c u t i v e � M a n a g e m e n t �
F Y � 1 5 / 1 6 F Y � 1 6 / 1 7 F Y � 1 6 / 1 7 F Y � 1 7 / 1 8 D o l l a r P e r c e n t
A c t u a l R e v i s e d � B u d g e t P r o j e c t e d B u d g e t C h a n g e C h a n g e
P e r s o n n e l � 1 7 8 , 4 0 0 $ � � � � � � � � � � � � � � � � � � � 9 0 , 6 0 0 $ � � � � � � � � � � � � � � � � � � � � � 8 9 , 9 0 0 $ � � � � � � � � � � � � � � � � � � � 9 1 , 4 0 0 $ � � � � � � � � � � � � � � � � � � � � � 8 0 0 $ � � � � � � � � � � � � � � � � � � � � � � � � � � � � 1 %
P r o f e s s i o n a l 9 1 , 0 0 0 � � � � � � � � � � � � � � � � � � � � � � � 2 6 8 , 0 0 0 � � � � � � � � � � � � � � � � � � � � � 1 4 6 , 0 0 0 � � � � � � � � � � � � � � � � � � 2 2 5 , 0 0 0 � � � � � � � � � � � � � � � � � � � � ( 4 3 , 0 0 0 ) � � � � � � � � � � � � � � � � � � � � � � 1 6 %
S u p p o r t 6 5 , 5 0 0 � � � � � � � � � � � � � � � � � � � � � � � 8 7 , 0 0 0 � � � � � � � � � � � � � � � � � � � � � � � 7 5 , 6 0 0 � � � � � � � � � � � � � � � � � � � � 9 0 , 9 0 0 � � � � � � � � � � � � � � � � � � � � � � � 3 , 9 0 0 � � � � � � � � � � � � � � � � � � � � � � � � � � 4 %
T O T A L � 3 3 4 , 9 0 0 $ � � � � � � � � � � � � � � � � � � � 4 4 5 , 6 0 0 $ � � � � � � � � � � � � � � � � � � � 3 1 1 , 5 0 0 $ � � � � � � � � � � � � � � � � � 4 0 7 , 3 0 0 $ � � � � � � � � � � � � � � � � � � � ( 3 8 , 3 0 0 ) $ � � � � � � � � � � � � � � � � � � � � � 9 %
�
A d m i n i s t r a t i o n �
�
�� P r o v i d e � h i g h � q u a l i t y � s u p p o r t � s e r v i c e s � t o � t h e � C o m m i s s i o n � a n d � t o � i n t e r n a l � a n d � e x t e r n a l � c u s t o m e r s . � �
�� C o n t i n u e � t o � e n h a n c e � t h e � e l e c t r o n i c � r e c o r d s � m a n a g e m e n t � s y s t e m . �
�� C o n t i n u e � t o � p r o v i d e � t i m e l y � c o m m u n i c a t i o n s � t o � C o m m i s s i o n e r s � w i t h � c o n t i n u e d � e m p h a s i s � o n � t h e � u t i l i z a t i o n � o f �
e l e c t r o n i c � m a i l . �
�� C o n t i n u e � t o � u p d a t e � t e c h n o l o g y � t o � i m p r o v e � i n t e r n a l � p r o c e s s e s � a n d � i n t e r a c t i o n � w i t h � t h e � p u b l i c . �
�� S u p p o r t � a n d � d e v e l o p � a � m o t i v a t e d � w o r k f o r c e � w i t h � a � f r a m e w o r k � o f � a c t i v i t i e s � a n d � p r a c t i c e s � t h a t � c o m p l y � w i t h �
e m p l o y m e n t � l a w s � a n d � r e g u l a t i o n s . �
�� C o n t i n u e � t o � e m p l o y � a n d � r e c r u i t � a � d y n a m i c � a n d � t a l e n t e d � w o r k f o r c e . �
�
T a b l e � 5 � � A d m i n i s t r a t i o n �
F Y � 1 5 / 1 6 F Y � 1 6 / 1 7 F Y � 1 6 / 1 7 F Y � 1 7 / 1 8 D o l l a r P e r c e n t
A c t u a l R e v i s e d � B u d g e t P r o j e c t e d B u d g e t C h a n g e C h a n g e
P e r s o n n e l � 6 1 4 , 2 0 0 $ � � � � � � � � � � � � � � � � � � � 5 3 0 , 7 0 0 $ � � � � � � � � � � � � � � � � � � � 5 2 5 , 2 0 0 $ � � � � � � � � � � � � � � � � � 7 2 2 , 6 0 0 $ � � � � � � � � � � � � � � � � � � � 1 9 1 , 9 0 0 $ � � � � � � � � � � � � � � � � � � � � 3 6 %
P r o f e s s i o n a l 2 1 3 , 0 0 0 � � � � � � � � � � � � � � � � � � � � 3 9 6 , 7 0 0 � � � � � � � � � � � � � � � � � � � � 3 3 7 , 5 0 0 � � � � � � � � � � � � � � � � � � 4 4 7 , 0 0 0 � � � � � � � � � � � � � � � � � � � � 5 0 , 3 0 0 � � � � � � � � � � � � � � � � � � � � � � � � � 1 3 %
S u p p o r t 5 8 1 , 1 0 0 � � � � � � � � � � � � � � � � � � � � 7 2 7 , 8 0 0 � � � � � � � � � � � � � � � � � � � � 7 2 0 , 1 0 0 � � � � � � � � � � � � � � � � � � 9 6 3 , 8 0 0 � � � � � � � � � � � � � � � � � � � � 2 3 6 , 0 0 0 � � � � � � � � � � � � � � � � � � � � � � 3 2 %
C a p i t a l � O u t l a y 7 3 , 0 0 0 � � � � � � � � � � � � � � � � � � � � � � 1 7 5 , 0 0 0 � � � � � � � � � � � � � � � � � � � � 1 7 5 , 0 0 0 � � � � � � � � � � � � � � � � � � 6 7 0 , 0 0 0 � � � � � � � � � � � � � � � � � � � � 4 9 5 , 0 0 0 � � � � � � � � � � � � � � � � � � � � � � 2 8 3 %
D e b t � S e r v i c e 2 4 , 9 0 0 � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � N / A
T O T A L � 1 , 5 0 6 , 2 0 0 $ � � � � � � � � � � � � � � � � 1 , 8 3 0 , 2 0 0 $ � � � � � � � � � � � � � � � � 1 , 7 5 7 , 8 0 0 $ � � � � � � � � � � � � � 2 , 8 0 3 , 4 0 0 $ � � � � � � � � � � � � � � � � 9 7 3 , 2 0 0 $ � � � � � � � � � � � � � � � � � � � � 5 3 %
�
E x t e r n a l � A f f a i r s �
�
�� D e v e l o p � e f f e c t i v e � p a r t n e r s h i p s � w i t h � t r a n s p o r t a t i o n � p r o v i d e r s � t o � c o m m u n i c a t e � a � u n i f i e d � m e s s a g e � t o � C o n g r e s s �
r e g a r d i n g � m o b i l i t y � n e e d s . �
�� A d v o c a t e � p o s i t i o n s � i n � t h e � S t a t e � L e g i s l a t u r e � a n d � i n � C o n g r e s s � t h a t � a d v a n c e � t h e � C o u n t y s � t r a n s p o r t a t i o n �
i n t e r e s t s . �
�� C o n t i n u e � a � l e a d e r s h i p � r o l e � i n � f o r m u l a t i n g � a � c o u n t y w i d e � d i r e c t i o n � o n � f e d e r a l � t r a n s p o r t a t i o n � p o l i c i e s . �
�� P u r s u e � s t a t e � l e g i s l a t i o n � a u t h o r i z i n g � a � s a l e s � t a x � s u p p l e m e n t a l � t o � M e a s u r e � A . �
�� C o n d u c t � a � c o n c e r t e d � o u t r e a c h � e f f o r t � t o � n e w � f e d e r a l � a n d � s t a t e � r e p r e s e n t a t i v e s � o n � l o c a l � t r a n s p o r t a t i o n � i s s u e s . �
�� U t i l i z e � m o d e r n � t e c h n o l o g y � t o � p l a n � a � r o b u s t � p u b l i c � c o m m u n i c a t i o n � a n d � e n g a g e m e n t � e f f o r t � t o � b u i l d � a c c e s s i b l e �
a n d � t r a n s p a r e n t � c o m m u n i c a t i o n � o f � t h e � C o m m i s s i o n s � p r o j e c t s . � � �
�� D e v e l o p � m a r k e t i n g � a n d � c o m m u n i c a t i o n � p l a n s � f o r � t h e � 9 1 � E x p r e s s � L a n e s � a n d � c o m m e n c e m e n t � o f � c o n s t r u c t i o n � o f �
t h e � I 1 5 � E x p r e s s � L a n e s � p r o j e c t . �
�� C o n t i n u e � t h e � p u b l i c � o u t r e a c h � p r o g r a m , � O p e r a t i o n � L i f e s a v e r , � t a r g e t i n g � s c h o o l s � i n � c l o s e � p r o x i m i t y � t o � r a i l r o a d �
t r a c k s � o n � r a i l � s a f e t y � e d u c a t i o n , � e n g i n e e r i n g , � a n d � e n f o r c e m e n t . � � �
�
1 2
Table 6 – External Affairs
FY 15/16 FY 16/17 FY 16/17 FY 17/18 Dollar Percent
Actual Revised Budget Projected Budget Change Change
Personnel 462,000$ 666,700$ 666,700$ 719,100$ 52,400$ 8%
Professional 535,600 918,400 918,400 1,025,500 107,100 12%
Support 67,500 114,600 114,400 191,600 77,000 67%
TOTAL 1,065,100$ 1,699,700$ 1,699,500$ 1,936,200$ 236,500$ 14%
Finance
Continue appropriate uses of long‐ and short‐term financing to advance 2009 Measure A projects of the
Commission.
Apply the sales tax revenue forecast update to update a financing plan to support the Western Riverside
County Delivery Plan and Coachella Valley Association of Governments (CVAG) highway and regional arterial
projects.
Continue to support the financing efforts for the I‐15 Express Lanes project.
Work in partnership with the 91 Express Lanes toll operations contractor’s back office to develop and refine
accounting and financial policies and processes.
Continue to keep abreast of Governmental Accounting Standards Board (GASB) technical activities affecting
the Commission’s accounting and financial reporting activities and implement new pronouncements.
Continue to strengthen the ERP system to benefit all staff in the management of accounting and project
information and automation of a paperless workflow system.
Manage a centralized procurements process in order to strengthen controls and ensure consistency in the
application of procurement policies and procedures and adherence to applicable laws and regulations.
Conduct outreach activities to encourage disadvantaged business enterprise (DBE) and small business
enterprise (SBE) participation in various contracts.
Table 7 – Finance
FY 15/16 FY 16/17 FY 16/17 FY 17/18 Dollar Percent
Actual Revised Budget Projected Budget Change Change
Personnel 1,012,800$ 1,085,200$ 1,081,600$ 981,600$ (103,600)$ ‐10%
Professional 1,818,800 2,955,800 2,572,600 2,470,200 (485,600) ‐16%
Support 862,400 1,230,800 1,210,700 828,000 (402,800) ‐33%
Capital Outlay 25,400 50,000 25,000 280,000 230,000 460%
Transfers Out 9,000,000 10,000,000 10,000,000 13,201,000 3,201,000 32%
TOTAL 12,719,400$ 15,321,800$ 14,889,900$ 17,760,800$ 2,439,000$ 16%
Planning and Programming
Monitor funding authority and responsibility related to the State Transportation Improvement Program (STIP)
and impacts on the STIP caused by the state budget issues.
Ensure STIP/Regional Improvement Program (RIP), Active Transportation Program (ATP), and other funded
projects are administered and implemented consistent with California Transportation Commission (CTC),
California Department of Transportation (Caltrans), and Southern California Association of Governments
(SCAG) policies.
Continue to strategically program projects and obligate funds in an expeditious manner for the maximum use
of all available funding, including monitoring the use of such funding to prevent from lapsing.
Focus on interregional concerns and maintain effective working relationships involving various multi‐county
transportation issues, including goods movement.
Coordinate planning efforts with regional and local agencies relating to the development of regional
transportation plans (RTP) and green house gas reduction (GHG) implementation guidelines.
Secure funding through the FAST Act for goods movement‐related needs.
Monitor and track the TUMF regional arterial projects.
Continue the Congestion Management Program (CMP) update and traffic monitoring along urban and rural
highway systems.
Participate in the development of the ATP guidelines to represent the County’s best interest in program
funding.
13
�� A d m i n i s t e r � t h e � S B 8 2 1 � B i c y c l e � a n d � P e d e s t r i a n � F a c i l i t i e s � P r o g r a m � ( S B 8 2 1 ) . �
�� C o m m e n c e � t h e � d e v e l o p m e n t � o f � a � c o u n t y w i d e � i n t e g r a t e d � l o n g r a n g e � t r a n s p o r t a t i o n � p l a n � a n d � s u p p o r t � n e x t �
g e n e r a t i o n � f e a s i b i l i t y � s t u d i e s . �
�
T a b l e � 8 � � P l a n n i n g � a n d � P r o g r a m m i n g �
F Y � 1 5 / 1 6 F Y � 1 6 / 1 7 F Y � 1 6 / 1 7 F Y � 1 7 / 1 8 D o l l a r P e r c e n t
A c t u a l R e v i s e d � B u d g e t P r o j e c t e d B u d g e t C h a n g e C h a n g e
P e r s o n n e l � 1 , 1 7 5 , 1 0 0 $ � � � � � � � � � � � � � � � � 1 , 0 6 6 , 9 0 0 $ � � � � � � � � � � � � � � � � 1 , 0 1 8 , 2 0 0 $ � � � � � � � � � � � � � 1 , 1 0 5 , 0 0 0 $ � � � � � � � � � � � � � � � � 3 8 , 1 0 0 $ � � � � � � � � � � � � � � � � � � � � � � 4 %
P r o f e s s i o n a l 2 5 8 , 7 0 0 � � � � � � � � � � � � � � � � � � � � 1 9 2 , 5 0 0 � � � � � � � � � � � � � � � � � � � � 1 8 8 , 3 0 0 � � � � � � � � � � � � � � � � � � 6 0 2 , 5 0 0 � � � � � � � � � � � � � � � � � � � � 4 1 0 , 0 0 0 � � � � � � � � � � � � � � � � � � � � � � 2 1 3 %
S u p p o r t 2 2 , 0 0 0 � � � � � � � � � � � � � � � � � � � � � � 1 1 , 3 0 0 � � � � � � � � � � � � � � � � � � � � � � 1 7 , 2 0 0 � � � � � � � � � � � � � � � � � � � � 1 8 , 2 0 0 � � � � � � � � � � � � � � � � � � � � � � � 6 , 9 0 0 � � � � � � � � � � � � � � � � � � � � � � � � � � � 6 1 %
P r o j e c t s � a n d � O p e r a t i o n s 1 , 9 5 0 , 1 0 0 � � � � � � � � � � � � � � � � � 1 0 , 3 0 5 , 7 0 0 � � � � � � � � � � � � � � � 1 , 4 8 1 , 0 0 0 � � � � � � � � � � � � � � � 1 0 , 9 0 3 , 0 0 0 � � � � � � � � � � � � � � � 5 9 7 , 3 0 0 � � � � � � � � � � � � � � � � � � � � � � 6 %
T r a n s f e r s � O u t � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 8 6 0 , 3 0 0 � � � � � � � � � � � � � � � � � � � � 8 6 0 , 3 0 0 � � � � � � � � � � � � � � � � � � � � � � N / A
T O T A L � 3 , 4 0 5 , 9 0 0 $ � � � � � � � � � � � � � � � � 1 1 , 5 7 6 , 4 0 0 $ � � � � � � � � � � � � � 2 , 7 0 4 , 7 0 0 $ � � � � � � � � � � � � � 1 3 , 4 8 9 , 0 0 0 $ � � � � � � � � � � � � � � 1 , 9 1 2 , 6 0 0 $ � � � � � � � � � � � � � � � � � 1 7 %
�
R a i l � M a i n t e n a n c e � a n d � O p e r a t i o n s �
�
�� A s � a � m e m b e r � o f � t h e � S o u t h e r n � C a l i f o r n i a � R e g i o n a l � R a i l � A u t h o r i t y � ( S C R R A ) , � c o n t i n u e � a c t i v e � p a r t i c i p a t i o n � i n � t h e �
g o v e r n a n c e � a n d � o p e r a t i o n s � o f � t h e � M e t r o l i n k � c o m m u t e r � r a i l � s y s t e m . �
�� C o n t i n u e � t h e � p l a n n i n g � a n d � i m p l e m e n t a t i o n � o f � c a p i t a l � i m p r o v e m e n t s � a t � t h e � c o m m u t e r � r a i l � s t a t i o n s � i n � t h e �
C o u n t y , � i n c l u d i n g � s e c u r i t y � a n d � r e h a b i l i t a t i o n � p r o j e c t s � a n d � p a r k i n g � r e q u i r e m e n t s . �
�� C o n t i n u e � t o � s u p p o r t � a n d � e v a l u a t e � a c t i v i t i e s � r e l a t e d � t o � t h e � P V L � s e r v i c e . �
�� E s t a b l i s h � t h e � b e s t � a p p r o a c h � t o � b u i l d , � m a i n t a i n , � a n d � o p e r a t e � c o s t � e f f e c t i v e � a n d � e n v i r o n m e n t a l l y � s u s t a i n a b l e �
f a c i l i t i e s � t h a t � m e e t � t h e � p u b l i c s � t r a n s p o r t a t i o n � n e e d s . �
�� L e a d � t h e � s e r v i c e � d e v e l o p m e n t � p r o c e s s � a n d � a c t i v e l y � c o o r d i n a t e � w i t h � a l l � s t a k e h o l d e r s � a l o n g � t h e � C o a c h e l l a �
V a l l e y S a n � G o r g o n i o � P a s s � c o r r i d o r � f o r � i n t e r c i t y � p a s s e n g e r � r a i l � s e r v i c e . � � �
�� D e v e l o p � t h e � n e x t � g e n e r a t i o n � r a i l � f e a s i b i l i t y � s t u d y � t o � e v a l u a t e � f u t u r e � g r o w t h � o p p o r t u n i t i e s � f o r � p a s s e n g e r � r a i l � i n �
t h e � C o u n t y . �
�
T a b l e � 9 � � R a i l � M a i n t e n a n c e � a n d � O p e r a t i o n s �
F Y � 1 5 / 1 6 F Y � 1 6 / 1 7 F Y � 1 6 / 1 7 F Y � 1 7 / 1 8 D o l l a r P e r c e n t
A c t u a l R e v i s e d � B u d g e t P r o j e c t e d B u d g e t C h a n g e C h a n g e
P e r s o n n e l � 7 0 4 , 0 0 0 $ � � � � � � � � � � � � � � � � � � � 9 2 6 , 3 0 0 $ � � � � � � � � � � � � � � � � � � � 9 2 5 , 8 0 0 $ � � � � � � � � � � � � � � � � � 8 4 8 , 7 0 0 $ � � � � � � � � � � � � � � � � � � � ( 7 7 , 6 0 0 ) $ � � � � � � � � � � � � � � � � � � � � � 8 %
P r o f e s s i o n a l 1 , 2 3 3 , 6 0 0 � � � � � � � � � � � � � � � � � � 4 , 6 9 2 , 8 0 0 � � � � � � � � � � � � � � � � � � 1 , 8 3 9 , 9 0 0 � � � � � � � � � � � � � � � 4 , 5 0 2 , 5 0 0 � � � � � � � � � � � � � � � � � ( 1 9 0 , 3 0 0 ) � � � � � � � � � � � � � � � � � � � � � 4 %
S u p p o r t 1 , 4 1 6 , 7 0 0 � � � � � � � � � � � � � � � � � � 2 , 8 6 2 , 3 0 0 � � � � � � � � � � � � � � � � � � 2 , 0 9 4 , 1 0 0 � � � � � � � � � � � � � � � 3 , 3 9 8 , 6 0 0 � � � � � � � � � � � � � � � � � 5 3 6 , 3 0 0 � � � � � � � � � � � � � � � � � � � � � � 1 9 %
P r o j e c t s � a n d � O p e r a t i o n s 1 6 , 5 3 1 , 6 0 0 � � � � � � � � � � � � � � � � 3 2 , 5 4 1 , 3 0 0 � � � � � � � � � � � � � � � � 2 1 , 5 7 4 , 6 0 0 � � � � � � � � � � � � 2 7 , 6 5 9 , 7 0 0 � � � � � � � � � � � � � � � ( 4 , 8 8 1 , 6 0 0 ) � � � � � � � � � � � � � � � � � � 1 5 %
C a p i t a l � O u t l a y 8 0 , 2 0 0 � � � � � � � � � � � � � � � � � � � � � � � 6 1 , 0 0 0 � � � � � � � � � � � � � � � � � � � � � � � 2 1 , 0 0 0 � � � � � � � � � � � � � � � � � � � � 9 0 , 0 0 0 � � � � � � � � � � � � � � � � � � � � � � � 2 9 , 0 0 0 � � � � � � � � � � � � � � � � � � � � � � � � � 4 8 %
T r a n s f e r s � O u t � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 9 3 7 , 0 0 0 � � � � � � � � � � � � � � � � � � � � 9 3 7 , 0 0 0 � � � � � � � � � � � � � � � � � � � � � � N / A
T O T A L � 1 9 , 9 6 6 , 1 0 0 $ � � � � � � � � � � � � � 4 1 , 0 8 3 , 7 0 0 $ � � � � � � � � � � � � � 2 6 , 4 5 5 , 4 0 0 $ � � � � � � � � � � � 3 7 , 4 3 6 , 5 0 0 $ � � � � � � � � � � � � � � ( 3 , 6 4 7 , 2 0 0 ) $ � � � � � � � � � � � � � � � � 9 %
�
P u b l i c � a n d � S p e c i a l i z e d � T r a n s i t �
�
�� S u p p o r t � i n n o v a t i v e � p r o g r a m s � t h a t � p r o v i d e � t r a n s i t � a s s i s t a n c e � i n � h a r d � t o � s e r v e � r u r a l � a r e a s � o r � f o r � r i d e r s � h a v i n g �
v e r y � s p e c i a l � t r a n s i t � n e e d s � a n d � m o n i t o r � f u n d i n g � o f � t h e s e � p r o g r a m s . �
�� C o n t i n u e � l o n g r a n g e � p l a n n i n g � a c t i v i t i e s � t o � e n s u r e � t h a t � a n t i c i p a t e d � r e v e n u e s � a r e � i n � l i n e � w i t h � p r o j e c t e d � l e v e l s � o f �
s e r v i c e � b y � t r a n s i t � o p e r a t o r s . �
�� C o n t i n u e � p u b l i c � t r a n s i t � o p e r a t o r � o v e r s i g h t � a n d � f i d u c i a r y � r e s p o n s i b i l i t i e s � t o � e n s u r e � t h a t � a n n u a l � f i s c a l � a u d i t s � a n d �
s t a t e � t r i e n n i a l � p e r f o r m a n c e � a u d i t s � a r e � c o n d u c t e d � i n � a c c o r d a n c e � w i t h � T D A � r e g u l a t i o n s . � �
�� P r o v i d e � a v a i l a b i l i t y � f o r � l o c a l � m a t c h i n g � f u n d s � t o � W e s t e r n � C o u n t y � a p p l i c a n t s � s e e k i n g � F e d e r a l � T r a n s i t �
A d m i n i s t r a t i o n � ( F T A ) � S e c t i o n � 5 3 1 0 � f e d e r a l � c a p i t a l � g r a n t s . �
�� C o o r d i n a t e � w i t h � o p e r a t o r s � o n � m a j o r � c a p i t a l � p u r c h a s e s � a n d � i n v e s t m e n t s � i n t o � n e w � r o l l i n g � s t o c k � a n d � o t h e r �
s y s t e m � i m p r o v e m e n t s � i n � o r d e r � t o � m a i n t a i n � a � v i a b l e � o n h a n d � r e s e r v e . �
�� C o o r d i n a t e � w i t h � t r a n s i t � o p e r a t o r s � t o � p r o v i d e � c o n n e c t i n g � b u s � s e r v i c e � t o � t h e � n e w � P V L � s t a t i o n s . � �
�
1 4
Table 10 – Public and Specialized Transit
FY 15/16 FY 16/17 FY 16/17 FY 17/18 Dollar Percent
Actual Revised Budget Projected Budget Change Change
Personnel 369,400$ 307,500$ 303,000$ 415,500$ 108,000$ 35%
Professional 198,600 197,000 196,700 220,300 23,300 12%
Support 45,800 54,200 48,200 56,700 2,500 5%
Projects and Operations 70,990,800 114,844,600 86,850,400 121,897,600 7,053,000 6%
Transfers Out 23,151,500 23,794,000 21,788,400 24,388,400 594,400 2%
TOTAL 94,756,100$ 139,197,300$ 109,186,700$ 146,978,500$ 7,781,200$ 6%
Commuter Assistance
Improve the suite of services and outreach to rideshare participants and employer partners, including
personalized information and electronic access and distribution.
Maintain and grow employer partnerships through value‐added services and tools for ridesharing programs.
Maintain the long‐term partnership with San Bernardino County Transportation Authority (SBCTA) to manage
and implement a “sister” commuter assistance program for residents and employers in San Bernardino
County.
Optimize park and ride facilities to support car/vanpool/buspool arrangements and facilitate transit
connections.
Refine commuter incentive options with focus on higher density modes of transportation.
Operate a cost‐effective program within the County that results in reduction of single occupant vehicles.
Table 11 – Commuter Assistance
FY 15/16 FY 16/17 FY 16/17 FY 17/18 Dollar Percent
Actual Revised Budget Projected Budget Change Change
Personnel 298,700$ 273,100$ 267,000$ 259,800$ (13,300)$ ‐5%
Professional 332,600 465,000 478,100 499,300 34,300 7%
Support 9,100 204,400 151,200 152,400 (52,000) ‐25%
Projects and Operations 2,008,200 2,645,000 2,369,300 2,456,500 (188,500) ‐7%
Transfers Out 159,500 ‐ ‐ 1,696,900 1,696,900 N/A
TOTAL 2,808,100$ 3,587,500$ 3,265,600$ 5,064,900$ 1,477,400$ 41%
Motorist Assistance
Assess opportunities for efficiency related to the call box program operations.
Maintain a high benefit‐to‐cost ratio related to the performance of the FSP program.
Transition from a locally provided IE511 system to a regional southern California 511 solution.
Implement a seamless service transition to call box hardware upgrades in anticipation of cellular technology
migrations.
Continue the call box system program to serve as a “safe net” for stranded motorists in the County.
Utilize the opportunity to enhance coordination between California Highway Patrol (CHP) and Caltrans on
traveler information.
Table 12 – Motorist Assistance
FY 15/16 FY 16/17 FY 16/17 FY 17/18 Dollar Percent
Actual Revised Budget Projected Budget Change Change
Personnel 92,300$ 163,600$ 163,400$ 204,000$ 40,400$ 25%
Professional 439,100 744,400 530,800 518,000 (226,400) ‐30%
Support 232,900 919,300 680,100 298,900 (620,400) ‐67%
Projects and Operations 3,395,200 4,016,200 3,555,000 3,723,000 (293,200) ‐7%
Transfers Out 944,600 1,108,900 701,300 1,256,600 147,700 13%
TOTAL 5,104,100$ 6,952,400$ 5,630,600$ 6,000,500$ (951,900)$ ‐14%
Toll Operations
Manage the operations of the 91 Express Lanes adhering to the Commission’s 91 Express Lanes Toll Policy.
Manage toll operations using investment grade traffic and revenue studies and cost estimate assumptions
specific to each express lane facility.
Continue I‐15 Express Lanes toll planning through development of business rules and agency agreements.
15
�� P r o v i d e � t i m e l y � a n d � e f f e c t i v e � r e p o r t i n g � o f � t o l l � o p e r a t i o n � m e t r i c s � i n c l u d i n g � r e v e n u e , � t r a n s a c t i o n s , � c a r p o o l � u s a g e , �
a n d � p e r f o r m a n c e � i n d i c a t o r s . �
�� P a r t i c i p a t e � i n � t h e � C a l i f o r n i a � T o l l � O p e r a t o r s � C o m m i t t e e � t o � a d v a n c e � r e g i o n a l � a n d � s t a t e w i d e � t o l l i n g � i n i t i a t i v e s , �
t e c h n o l o g y , � i n t e r o p e r a b i l i t y , � a n d � c o o r d i n a t i o n � a m o n g � C a l i f o r n i a � t o l l � a g e n c i e s . � � �
�
T a b l e � 1 3 � � T o l l � O p e r a t i o n s �
F Y � 1 5 / 1 6 F Y � 1 6 / 1 7 F Y � 1 6 / 1 7 F Y � 1 7 / 1 8 D o l l a r P e r c e n t
A c t u a l R e v i s e d � B u d g e t P r o j e c t e d B u d g e t C h a n g e C h a n g e
P e r s o n n e l � $ � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 2 6 8 , 4 0 0 $ � � � � � � � � � � � � � � � � � � � 1 6 9 , 8 0 0 $ � � � � � � � � � � � � � � � � � 7 4 5 , 1 0 0 $ � � � � � � � � � � � � � � � � � � � 4 7 6 , 7 0 0 $ � � � � � � � � � � � � � � � � � � � � 1 7 8 %
P r o f e s s i o n a l � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 3 0 7 , 0 0 0 � � � � � � � � � � � � � � � � � � � � 3 2 3 , 5 0 0 � � � � � � � � � � � � � � � � � � 9 1 3 , 5 0 0 � � � � � � � � � � � � � � � � � � � � 6 0 6 , 5 0 0 � � � � � � � � � � � � � � � � � � � � � � 1 9 8 %
S u p p o r t � a n d � M a i n t e n a n c e � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 2 , 6 7 4 , 9 0 0 � � � � � � � � � � � � � � � � � 1 , 1 6 1 , 4 0 0 � � � � � � � � � � � � � � � 4 , 9 9 1 , 6 0 0 � � � � � � � � � � � � � � � � � 2 , 3 1 6 , 7 0 0 � � � � � � � � � � � � � � � � � � � 8 7 %
P r o j e c t s � a n d � O p e r a t i o n s � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 3 , 0 5 2 , 8 0 0 � � � � � � � � � � � � � � � � � 1 , 8 0 4 , 9 0 0 � � � � � � � � � � � � � � � 6 , 7 5 2 , 4 0 0 � � � � � � � � � � � � � � � � � 3 , 6 9 9 , 6 0 0 � � � � � � � � � � � � � � � � � � � 1 2 1 %
C a p i t a l � O u t l a y � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 2 5 0 , 0 0 0 � � � � � � � � � � � � � � � � � � � � 4 0 0 , 0 0 0 � � � � � � � � � � � � � � � � � � 4 0 0 , 0 0 0 � � � � � � � � � � � � � � � � � � � � 1 5 0 , 0 0 0 � � � � � � � � � � � � � � � � � � � � � � 6 0 %
T r a n s f e r s � O u t � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 4 , 0 5 0 , 1 0 0 � � � � � � � � � � � � � � � � � 4 , 0 5 0 , 1 0 0 � � � � � � � � � � � � � � � � � � � N / A
T O T A L � $ � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 6 , 5 5 3 , 1 0 0 $ � � � � � � � � � � � � � � � � 3 , 8 5 9 , 6 0 0 $ � � � � � � � � � � � � � 1 7 , 8 5 2 , 7 0 0 $ � � � � � � � � � � � � � � 1 1 , 2 9 9 , 6 0 0 $ � � � � � � � � � � � � � � � 1 7 2 %
�
C a p i t a l � P r o j e c t � D e v e l o p m e n t � a n d � D e l i v e r y �
�
�� C o n t i n u e � p r o j e c t � w o r k � o n � t h e � W e s t e r n � R i v e r s i d e � C o u n t y � D e l i v e r y � P l a n � p r o j e c t s , � i n c l u d i n g � t h e � 9 1 � P r o j e c t ; � I 1 5 �
E x p r e s s � L a n e s � p r o j e c t ; � S R 6 0 � t r u c k � c l i m b i n g � l a n e s ; � S R 7 9 � r e a l i g n m e n t ; � M i d � C o u n t y � P a r k w a y ; � a n d � P a c h a p p a �
U n d e r p a s s � p r o j e c t . �
�� P r o v i d e � T U M F � r e g i o n a l � a r t e r i a l � f u n d i n g � a n d � s u p p o r t � t o � l o c a l � j u r i s d i c t i o n s � f o r � r e g i o n a l � a r t e r i a l � p r o j e c t �
e n g i n e e r i n g , � r i g h t � o f � w a y � a c q u i s i t i o n , � a n d � c o n s t r u c t i o n . �
�� P r o v i d e � 2 0 0 9 � M e a s u r e � A � f u n d i n g � t o � t h e � i n c o r p o r a t e d � c i t i e s , � C V A G , � a n d � t h e � C o u n t y � f o r � l o c a l � s t r e e t s � a n d � r o a d s �
m a i n t e n a n c e , � r e p a i r , � a n d � c o n s t r u c t i o n . � �
�� D e v e l o p � s t r a t e g i e s � t o � i m p l e m e n t � a l t e r n a t i v e � f i n a n c i n g � s t r u c t u r e s � i n c l u d i n g � p u b l i c � t o l l � r o a d s . � �
�� M a i n t a i n � a � r i g h t � o f � w a y � a c q u i s i t i o n � a n d � m a n a g e m e n t � p r o g r a m � i n � s u p p o r t � o f � c a p i t a l � p r o j e c t s . �
�� M a n a g e � r i g h t � o f � w a y � a c q u i s i t i o n � i n � t h e � m o s t � c o s t � e f f e c t i v e � m a n n e r � a n d � w i t h i n � p r o j e c t � s c h e d u l e s , � w h i l e �
a d h e r i n g � t o � f e d e r a l � a n d � s t a t e � r e g u l a t i o n s . �
�� M a i n t a i n � a n d � m a n a g e � t h e � a c c e s s , � u s e , � s a f e t y , � a n d � s e c u r i t y � o f � C o m m i s s i o n o w n e d � p r o p e r t i e s � i n c l u d i n g �
c o m m u t e r � r a i l � s t a t i o n s , � p r o p e r t i e s � i n � a c q u i s i t i o n � p r o c e s s , � a n d � i n c o m e g e n e r a t i n g � p r o p e r t i e s . �
�
T a b l e � 1 4 � � C a p i t a l � P r o j e c t � D e v e l o p m e n t � a n d � D e l i v e r y �
F Y � 1 5 / 1 6 F Y � 1 6 / 1 7 F Y � 1 6 / 1 7 F Y � 1 7 / 1 8 D o l l a r P e r c e n t
A c t u a l R e v i s e d � B u d g e t P r o j e c t e d B u d g e t C h a n g e C h a n g e
P e r s o n n e l � 3 , 2 7 5 , 7 0 0 $ � � � � � � � � � � � � � � � � 4 , 1 2 6 , 1 0 0 $ � � � � � � � � � � � � � � � � 4 , 1 5 4 , 9 0 0 $ � � � � � � � � � � � � � 3 , 4 6 1 , 4 0 0 $ � � � � � � � � � � � � � � � � ( 6 6 4 , 7 0 0 ) $ � � � � � � � � � � � � � � � � � � � 1 6 %
P r o f e s s i o n a l 8 , 7 4 3 , 9 0 0 � � � � � � � � � � � � � � � � � � 2 2 , 9 2 1 , 2 0 0 � � � � � � � � � � � � � � � � 2 0 , 4 8 0 , 2 0 0 � � � � � � � � � � � � 6 , 4 4 7 , 3 0 0 � � � � � � � � � � � � � � � � � ( 1 6 , 4 7 3 , 9 0 0 ) � � � � � � � � � � � � � � � � 7 2 %
S u p p o r t 6 5 1 , 7 0 0 � � � � � � � � � � � � � � � � � � � � � 1 , 2 0 2 , 5 0 0 � � � � � � � � � � � � � � � � � � 6 6 6 , 9 0 0 � � � � � � � � � � � � � � � � � � 6 5 2 , 5 0 0 � � � � � � � � � � � � � � � � � � � � ( 5 5 0 , 0 0 0 ) � � � � � � � � � � � � � � � � � � � � � 4 6 %
P r o j e c t s � a n d � O p e r a t i o n s 5 1 3 , 9 8 3 , 7 0 0 � � � � � � � � � � � � � 4 1 7 , 9 3 2 , 4 0 0 � � � � � � � � � � � � � 3 0 2 , 8 6 8 , 3 0 0 � � � � � � � � � � 4 5 1 , 8 0 5 , 5 0 0 � � � � � � � � � � � � � 3 3 , 8 7 3 , 1 0 0 � � � � � � � � � � � � � � � � � 8 %
C a p i t a l � O u t l a y 1 , 0 0 3 , 6 0 0 � � � � � � � � � � � � � � � � � � 2 , 0 6 5 , 0 0 0 � � � � � � � � � � � � � � � � � � 1 , 3 5 0 , 0 0 0 � � � � � � � � � � � � � � � 3 , 9 4 0 , 0 0 0 � � � � � � � � � � � � � � � � � 1 , 8 7 5 , 0 0 0 � � � � � � � � � � � � � � � � � � � 9 1 %
D e b t � S e r v i c e 5 3 , 4 1 0 , 2 0 0 � � � � � � � � � � � � � � � � 1 4 9 , 2 6 0 , 8 0 0 � � � � � � � � � � � � � 1 3 7 , 4 6 5 , 4 0 0 � � � � � � � � � � 1 0 2 , 6 6 8 , 2 0 0 � � � � � � � � � � � � � ( 4 6 , 5 9 2 , 6 0 0 ) � � � � � � � � � � � � � � � � 3 1 %
T r a n s f e r s � O u t 1 2 9 , 4 5 3 , 1 0 0 � � � � � � � � � � � � � 2 0 7 , 0 6 3 , 8 0 0 � � � � � � � � � � � � � 1 6 0 , 4 0 5 , 8 0 0 � � � � � � � � � � 2 4 9 , 2 4 4 , 6 0 0 � � � � � � � � � � � � � 4 2 , 1 8 0 , 8 0 0 � � � � � � � � � � � � � � � � � 2 0 %
T O T A L � 7 1 0 , 5 2 1 , 9 0 0 $ � � � � � � � � � � � 8 0 4 , 5 7 1 , 8 0 0 $ � � � � � � � � � � � 6 2 7 , 3 9 1 , 5 0 0 $ � � � � � � � � � 8 1 8 , 2 1 9 , 5 0 0 $ � � � � � � � � � � � 1 3 , 6 4 7 , 7 0 0 $ � � � � � � � � � � � � � � � 2 %
�
F u n d � B a l a n c e s �
�
T h e � t o t a l � f u n d � b a l a n c e � a s � o f � J u n e � 3 0 , � 2 0 1 7 � i s � p r o j e c t e d � a t � $ 6 7 8 , 5 4 5 , 6 0 0 . � T h e � C o m m i s s i o n s � b u d g e t e d � a c t i v i t i e s � f o r �
F Y � 2 0 1 7 / 1 8 � a r e � e x p e c t e d � t o � r e s u l t � i n � a � $ 7 1 , 6 9 4 , 8 0 0 � d e c r e a s e � o f � t o t a l � f u n d � b a l a n c e � a t � J u n e � 3 0 , � 2 0 1 8 � t o �
$ 6 0 6 , 8 5 0 , 8 0 0 . � T h e � p r i m a r y � c a u s e � o f � t h e � d e c r e a s e � i s � p r o j e c t � a c t i v i t i e s � i n � F Y � 2 0 1 7 / 1 8 � r e l a t e d � t o � t h e � 9 1 � P r o j e c t , � I 1 5 �
E x p r e s s � L a n e s � p r o j e c t , � a n d � p u b l i c � t r a n s i t � a l l o c a t i o n s . � T a b l e � 1 5 � p r e s e n t s � t h e � c o m p o n e n t s � o f � f u n d � b a l a n c e � b y � f u n d �
t y p e � a n d � p r o g r a m � a t � J u n e � 3 0 , � 2 0 1 8 . �
�
1 6
Table 15 – Projected Fund Balances by Fund Type and Program at June 30, 2018
Management Services $2,022,600 Measure A Western County: Highways $152,498,500 Riverside 91 Express Lanes $1,508,400
Planning and Programming 2,392,700 Bond Financing $5,125,600
Rail Maintenance and Operations 10,962,000 Commuter Assistance 14,066,100
Economic Development 7,309,300
Highways 17,792,300
Loans Receivable 0
Local Streets and Roads 1,000
New Corridors 11,999,600
Public and Specialized Transit 7,370,000
Rail 15,568,000
Regional Arterials 46,629,700
Measure A Coachella Valley:
Highways and Regional Arterial 20,628,100
Local Streets and Roads 1,300
Specialized Transit 1,945,100
Measure A Palo Verde Valley Local Streets and Roads 600
Other Agency Projects Fund 204,600
Coachella Valley/San Gorgonio Pass 2,400
Motorist Assistance 7,858,200
State Transit Assistance 65,901,500
Local Transportation Fund 87,517,300
TUMF:
CETAP 41,986,300
Regional Arterials 36,519,300
General Fund
$15,377,300
Special Revenue Funds
$388,426,300
Riverside County Transportation Commission
$606,850,800
Capital Projects Funds
$152,498,500
Enterprise Fund
$1,508,400$49,040,300
Debt Service Fund
The actual and projected trends in fund balances for each governmental and enterprise fund type from FY 2014/15
through FY 2017/18 are illustrated in Chart 6.
Chart 6 – Projected Fund Balance Trends by Fund Type FY 2015 – 2018
$1,000,000
$101,000,000
$201,000,000
$301,000,000
$401,000,000
$501,000,000
$601,000,000
General Fund Special Revenue Funds Capital Projects Funds Debt Service Fund Enterprise Fund
FY 14/15
FY 15/16
FY 16/17
FY 17/18
Budget Summary
The overall budget for FY 2017/18 is presented in Table 16 by summarized line items, Table 17 by operating and
capital classifications, and Table 18 by fund type, and highway, rail, and regional arterial program expenditures by
project are summarized in Table 19.
17
Table 16 – Budget Comparative by Summarized Line Item FY 2016—2018
FY 15/16 FY 16/17 FY 16/17 FY 17/18 Dollar Percent
Actual Revised Budget Projected Budget Change Change
Revenues
Measure A Sales Tax 167,630,300$ 173,000,000$ 173,000,000$ 176,000,000$ 3,000,000$ 2%
LTF Sales Tax 83,776,500 85,000,000 85,000,000 88,000,000 3,000,000 4%
STA Sales Tax 13,358,000 10,821,600 10,821,600 10,469,000 (352,600) ‐3%
Federal Reimbursements 18,669,000 37,157,000 16,530,300 77,877,100 40,720,100 110%
State Reimbursements 56,580,500 11,589,200 9,751,900 11,500,200 (89,000) ‐1%
Local Reimbursements 1,571,900 10,496,100 7,703,700 9,270,800 (1,225,300) ‐12%
TUMF Revenue 19,831,300 18,520,000 18,850,000 21,250,000 2,730,000 15%
Toll Revenue ‐ 3,798,000 3,239,700 16,835,800 13,037,800 343%
Other Revenue 7,295,600 2,518,000 268,500 248,000 (2,270,000) ‐90%
Investment Income 8,592,800 1,849,000 4,715,600 3,516,700 1,667,700 90%
TOTAL Revenues 377,305,900 354,748,900 329,881,300 414,967,600 60,218,700 17%
Expenditures/Expenses
Personnel Salaries and Benefits 8,182,600 9,505,100 9,365,500 9,554,200 49,100 1%
Professional and Support
Professional Services 13,864,900 34,058,800 28,012,000 17,871,100 (16,187,700) ‐48%
Support Costs 3,954,700 10,089,100 6,939,900 11,643,200 1,554,100 15%
TOTAL Professional and Support Costs 17,819,600 44,147,900 34,951,900 29,514,300 (14,633,600) ‐33%
Projects and Operations
Program Operations 15,024,500 20,412,300 16,321,200 23,468,000 3,055,700 15%
Engineering 3,577,300 18,582,900 3,704,000 11,016,400 (7,566,500) ‐41%
Construction 112,142,200 91,213,200 32,269,000 77,536,600 (13,676,600) ‐15%
Design Build 265,484,600 145,010,600 140,930,000 189,485,000 44,474,400 31%
Right of Way/Land 56,274,900 74,289,700 36,246,600 83,236,100 8,946,400 12%
Operating and Capital Disbursements 93,551,300 150,989,700 108,956,100 153,567,600 2,577,900 2%
Special Studies 830,300 2,965,000 202,000 3,952,000 987,000 33%
Local Streets and Roads 49,826,500 51,358,000 51,358,000 52,936,000 1,578,000 3%
Regional Arterials 12,148,000 30,516,600 30,516,600 30,000,000 (516,600) ‐2%
TOTAL Projects and Operations 608,859,600 585,338,000 420,503,500 625,197,700 39,859,700 7%
Debt Service
Principal Payments 7,814,200 28,100,000 27,300,000 56,045,000 27,945,000 99%
Interest Payments 45,620,900 56,615,800 45,611,400 41,123,200 (15,492,600) ‐27%
Cost of Issuance ‐ 645,000 654,000 5,500,000 4,855,000 753%
TOTAL Debt Service 53,435,100 85,360,800 73,565,400 102,668,200 17,307,400 20%
Capital Outlay 1,182,200 2,601,000 1,971,000 5,380,000 2,779,000 107%
TOTAL Expenditures/Expenses 689,479,100 726,952,800 540,357,300 772,314,400 45,361,600 6%
Excess (deficiency) of Revenues over (under)
Expenditures/Expenses (312,173,200) (372,203,900) (210,476,000) (357,346,800) 14,857,100 ‐4%
Other Financing Sources (Uses)
Transfers In 162,708,700 241,966,700 192,895,500 295,634,900 53,668,200 22%
Transfers Out (162,708,700) (241,966,700) (192,895,500) (295,634,900) (53,668,200) 22%
Debt Proceeds 20,000,000 103,225,000 96,140,000 178,760,000 75,535,000 73%
TIFIA Loan Proceeds 228,792,200 100,269,200 107,946,200 88,000,000 (12,269,200) ‐12%
Payment to Escrow Agent ‐ (63,900,000) (63,900,000) ‐ 63,900,000 ‐100%
Bond Premium ‐ ‐ 8,414,000 18,892,000 18,892,000 N/A
Net Financing Sources (Uses)248,792,200 139,594,200 148,600,200 285,652,000 146,057,800 105%
Excess (deficiency) of Revenues over (under)
Expenditures/Expenses and Other Financing
Sources (Uses)(63,381,000) (232,609,700) (61,875,800) (71,694,800) 160,914,900 ‐69%
Beginning Fund Balance 803,802,400 740,421,400 740,421,400 678,545,600 (61,875,800) ‐8%
ENDING FUND BALANCE 740,421,400$ 507,811,700$ 678,545,600$ 606,850,800$ 99,039,100$ 20%
18
Table 17 – Operating and Capital Budget FY 2017/18
FY 17/18 FY 17/18 FY 17/18
Operating Budget Capital Budget TOTAL Budget
Revenues
Measure A Sales Tax 13,368,000$ 162,632,000$ 176,000,000$
LTF Sales Tax 88,000,000 ‐ 88,000,000
STA Sales Tax 10,469,000 ‐ 10,469,000
Federal Reimbursements 6,794,200 71,082,900 77,877,100
State Reimbursements 7,365,700 4,134,500 11,500,200
Local Reimbursements 3,689,300 5,581,500 9,270,800
TUMF Revenue ‐ 21,250,000 21,250,000
Toll Revenue ‐ 16,835,800 16,835,800
Other Revenue ‐ 248,000 248,000
Investment Income 995,200 2,521,500 3,516,700
TOTAL Revenues 130,681,400 284,286,200 414,967,600
Expenditures/Expenses
Personnel Salaries and Benefits 5,151,000 4,403,200 9,554,200
Professional and Support
Professional Services 9,235,800 8,635,300 17,871,100
Support Costs 5,992,700 5,650,500 11,643,200
TOTAL Professional and Support Costs 15,228,500 14,285,800 29,514,300
Projects and Operations
Program Operations 9,030,000 14,438,000 23,468,000
Engineering 2,250,000 8,766,400 11,016,400
Construction 5,184,200 72,352,400 77,536,600
Design Build ‐ 189,485,000 189,485,000
Right of Way and Land ‐ 83,236,100 83,236,100
Operating and Capital Disbursements 143,217,600 10,350,000 153,567,600
Special Studies 3,150,000 802,000 3,952,000
Local Streets and Roads ‐ 52,936,000 52,936,000
Regional Arterials ‐ 30,000,000 30,000,000
TOTAL Projects and Operations 162,831,800 462,365,900 625,197,700
Debt Service
Principal Payments ‐ 56,045,000 56,045,000
Interest Payments ‐ 41,123,200 41,123,200
Cost of Issuance ‐ 5,500,000 5,500,000
TOTAL Debt Service ‐ 102,668,200 102,668,200
Capital Outlay 1,040,000 4,340,000 5,380,000
TOTAL Expenditures/Expenses 184,251,300 588,063,100 772,314,400
Excess (deficiency) of Revenues over (under)
Expenditures/Expenses (53,569,900) (303,776,900) (357,346,800)
Other Financing Sources (Uses)
Transfers In 42,178,300 253,456,600 295,634,900
Transfers Out (28,936,200) (266,698,700) (295,634,900)
Debt Proceeds ‐ 178,760,000 178,760,000
TIFIA Loan Proceeds ‐ 88,000,000 88,000,000
Bond Premium ‐ 18,892,000 18,892,000
Net Financing Sources (Uses)13,242,100 272,409,900 285,652,000
Excess (deficiency) of Revenues over (under)
Expenditures/Expenses and Other Financing
Sources (Uses)(40,327,800) (31,367,000) (71,694,800)
Beginning Fund Balance 240,365,700 438,179,900 678,545,600
ENDING FUND BALANCE 200,037,900$ 406,812,900$ 606,850,800$
19
Table 18 – Budget by Fund Type FY 2017/18
FY 17/18
General Fund Special Revenue Capital Projects Debt Service Enterprise TOTAL Budget
Revenues
Measure A Sales Tax ‐$ 176,000,000$ ‐$ ‐$ ‐$ 176,000,000$
LTF Sales Tax ‐ 88,000,000 ‐ ‐ ‐ 88,000,000
STA Sales Tax ‐ 10,469,000 ‐ ‐ ‐ 10,469,000
Federal Reimbursements 4,161,700 70,968,900 ‐ 2,746,500 ‐ 77,877,100
State Reimbursements 3,365,700 8,134,500 ‐ ‐ ‐ 11,500,200
Local Reimbursements 1,468,200 7,802,600 ‐ ‐ ‐ 9,270,800
TUMF Revenue ‐ 21,250,000 ‐ ‐ ‐ 21,250,000
Toll Revenue ‐ ‐ ‐ ‐ 16,835,800 16,835,800
Other Revenue ‐ 248,000 ‐ ‐ ‐ 248,000
Investment Income 76,500 1,932,400 1,135,300 365,000 7,500 3,516,700
TOTAL Revenues 9,072,100 384,805,400 1,135,300 3,111,500 16,843,300 414,967,600
Expenditures/Expenses
Personnel Salaries and Benefits 4,512,600 4,296,500 ‐ ‐ 745,100 9,554,200
Professional and Support
Professional Services 4,747,200 11,810,400 400,000 ‐ 913,500 17,871,100
Support Costs 5,531,500 1,120,100 ‐ ‐ 4,991,600 11,643,200
TOTAL Professional and Support Costs 10,278,700 12,930,500 400,000 ‐ 5,905,100 29,514,300
Projects and Operations
Program Operations 2,850,500 13,865,100 ‐ ‐ 6,752,400 23,468,000
Engineering 2,000,000 9,016,400 ‐ ‐ ‐ 11,016,400
Construction 2,984,200 74,552,400 ‐ ‐ ‐ 77,536,600
Design Build ‐ 189,485,000 ‐ ‐ ‐ 189,485,000
Right of Way/Land ‐ 83,236,100 ‐ ‐ ‐ 83,236,100
Operating and Capital Disbursements 21,455,000 132,112,600 ‐ ‐ ‐ 153,567,600
Special Studies 3,150,000 802,000 ‐ ‐ ‐ 3,952,000
Local Streets and Roads ‐ 52,936,000 ‐ ‐ ‐ 52,936,000
Regional Arterials ‐ 30,000,000 ‐ ‐ ‐ 30,000,000
TOTAL Projects and Operations 32,439,700 586,005,600 ‐ ‐ 6,752,400 625,197,700
Debt Service
Principal Payments ‐ ‐ 20,000,000 36,045,000 ‐ 56,045,000
Interest Payments ‐ ‐ 172,500 40,950,700 ‐ 41,123,200
Cost of Issuance ‐ ‐ 5,500,000 ‐ ‐ 5,500,000
TOTAL Debt Service ‐ ‐ 25,672,500 76,995,700 ‐ 102,668,200
Capital Outlay 1,040,000 3,940,000 ‐ ‐ 400,000 5,380,000
TOTAL Expenditures/Expenses 48,271,000 607,172,600 26,072,500 76,995,700 13,802,600 772,314,400
Excess (deficiency) of Revenues over (under)
Expenditures/Expenses (39,198,900) (222,367,200) (24,937,200) (73,884,200) 3,040,700 (357,346,800)
Other Financing Sources (Uses)
Transfers In 39,273,900 158,841,000 20,000,000 77,520,000 ‐ 295,634,900
Transfers Out (1,541,400) (140,387,900) (146,909,000) (2,746,500) (4,050,100) (295,634,900)
Debt Proceeds ‐ ‐ 178,760,000 ‐ ‐ 178,760,000
TIFIA Loan Proceeds ‐ 88,000,000 ‐ ‐ ‐ 88,000,000
Bond Premium ‐ ‐ 18,892,000 ‐ ‐ 18,892,000
Net Financing Sources (Uses)37,732,500 106,453,100 70,743,000 74,773,500 (4,050,100) 285,652,000
Excess (deficiency) of Revenues over (under)
Expenditures/Expenses and Other Financing
Sources (Uses)(1,466,400) (115,914,100) 45,805,800 889,300 (1,009,400) (71,694,800)
Beginning Fund Balance 16,843,700 504,340,400 106,692,700 48,151,000 2,517,800 678,545,600
ENDING FUND BALANCE 15,377,300$ 388,426,300$ 152,498,500$ 49,040,300$ 1,508,400$ 606,850,800$
20
Table 19 – Highway, Regional Arterial, and Rail Programs FY 2017/18
Description
HIGHWAY ENGINEERING
SR‐60 Truck climbing lanes 225,000$
91/71 connectors 50,000
I‐15 Express Lanes 130,000
Mid County Parkway (MCP)1,500,000
MCP I‐215/Placentia interchange 2,000,000
Ethanac SR‐74 corridor 900,000
French Valley Parkway Phase II (Temecula)798,900
Riverside County ‐ Santa Ana River Trail 500,000
General (details presented in Section 6.3 Planning and Programming)2,000,000
SUBTOTAL HIGHWAY ENGINEERING 8,103,900
REGIONAL ARTERIAL ENGINEERING
Various Western County TUMF regional arterial projects, including SR‐79 realignment 2,327,500
SUBTOTAL REGIONAL ARTERIAL ENGINEERING 2,327,500
RAIL ENGINEERING
Riverside Downtown/Pedley station improvements 95,000
Riverside‐La Sierra station improvements 190,000
Perris Valley Line and other rail projects 50,000
Other ‐ Coachella Valley‐San Gorgonio Pass corridor (details presented in Section 6.2 Rail)250,000
SUBTOTAL RAIL ENGINEERING 585,000
TOTAL HIGHWAY, REGIONAL ARTERIAL, AND RAIL ENGINEERING 11,016,400$
HIGHWAY CONSTRUCTION
I‐15 Express Lanes 6,065,000$
I‐215 corridor improvements (central segment)/Scott Road to Nuevo Road 692,000
Pachappa underpass 11,950,000
91 Project 3,320,000
Riverside quiet zones 3,821,000
I‐15/SR‐79 south interchange (Temecula)4,000,000
Riverside County ‐ Santa Ana River Trail 2,800,000
General (details presented in Section 6.3 Planning and Programming)1,175,000
SUBTOTAL HIGHWAY CONSTRUCTION 33,823,000
REGIONAL ARTERIAL CONSTRUCTION
Various Western County Measure A regional arterial projects 5,150,200
SUBTOTAL REGIONAL ARTERIAL CONSTRUCTION 8,536,900
RAIL CONSTRUCTION
Riverside Downtown/Pedley station improvements 3,237,700
Riverside‐La Sierra station improvements 3,870,000
Station rehabilitation 1,500,000
Perris Valley Line and other rail projects 24,119,000
Corona Auto Center Drive traffic signal 250,000
Other ‐ Coachella Valley‐San Gorgonio Pass corridor (details presented in Section 6.2 Rail)2,200,000
SUBTOTAL RAIL CONSTRUCTION 35,176,700
TOTAL HIGHWAY, REGIONAL ARTERIAL, AND RAIL CONSTRUCTION 77,536,600$
HIGHWAY DESIGN BUILD
91 Project 79,100,000$
I‐15 Express Lanes 110,385,000
TOTAL HIGHWAY DESIGN BUILD 189,485,000$
HIGHWAY RIGHT OF WAY AND LAND
SR‐60 truck climbing lanes 1,500,000$
60/215 East Junction HOV lane connectors 5,000
I‐215 corridor improvements (central segment)/Scott Road to Nuevo Road 30,000
Pachappa underpass 800,000
Mid County Parkway 4,100,000
MCP I‐215/Placentia interchange 16,500,000
SR‐74 curve widening 5,000
I‐15 Express Lanes 3,315,000
SR‐74/I‐15 to 7th Street 230,000
91/71 connectors 1,105,000
91 Project 43,733,000
SR‐91 HOV lanes/Adams Street to 60/91/215 interchange 1,525,000
MSHCP land acquisition in Western County 3,000,000
Riverside County ‐ Santa Ana River Trail 265,000
French Valley Parkway Phase II (Temecula)673,600
SUBTOTAL HIGHWAY RIGHT OF WAY AND LAND 76,786,600
REGIONAL ARTERIAL RIGHT OF WAY AND LAND
Various Western County TUMF regional arterial projects, including SR‐79 realignment 6,270,000
SUBTOTAL REGIONAL ARTERIAL RIGHT OF WAY AND LAND 6,270,000
RAIL RIGHT OF WAY AND LAND
Perris Valley Line and other rail projects 19,000
Riverside‐La Sierra station improvements 10,000
General 150,500
SUBTOTAL RAIL RIGHT OF WAY AND LAND 179,500
TOTAL HIGHWAY, REGIONAL ARTERIAL, AND RAIL RIGHT OF WAY AND LAND 83,236,100$
GRAND TOTAL HIGHWAY, REGIONAL ARTERIAL, AND RAIL PROGRAMS 361,274,100$
21
PROPOSED BUDGET
FISCAL YEAR 2017/18
Budget Process
Resource
Estimation
Commission
Policy Goals
Department
Goals and
Objectives
Department
Budget
Development
Budget
Compilation
Budget
Review and
Adoption
FY 2017/18 Budget Considerations
•Use of accumulated reserves for projects and programs, as necessary
•Flexibility to change scope and timing of capital projects
•Small staff with heavy use of consultants
•Interfund borrowing policy, if required
RCTC projects and programs
•Impact on transit operations and capital project needs
•Use of TUMF reserves for project expenditures
Stabilized sales tax and TUMF revenues
•Toll revenues and expenses derived from Investment Grade Traffic and Revenue Report
RCTC 91 Express Lanes operations
•TIFIA loan draw down on the I-15 Express Lanes project
•Issuance of sales tax revenue bonds, commercial paper notes, and bond premium for the I-15 Express
Lanes project and 91 Project completion
Financing needs and related costs
Budget Summary
FY 2017/18
Beginning Fund Balance (7/1/2017)678,545,600$
Revenues 414,967,600
Debt Proceeds 285,652,000
Transfers In 295,634,900
Total Estimated Sources 996,254,500
Expenditures/Expenses (669,646,200)
Debt Service (102,668,200)
Transfers Out (295,634,900)
Total Estimated Uses (1,067,949,300)
Uses Over Sources (offset by beginning fund balance)(71,694,800)
Ending Fund Balance (6/30/2018)606,850,800$
Sources Breakdown
FY 16/17 FY 16/17 FY 17/18
Revised Budget Projected Budget
Measure A Sales Tax 173,000,000$ 173,000,000$ 176,000,000$
LTF Sales Tax 85,000,000 85,000,000 88,000,000
STA Sales Tax 10,821,600 10,821,600 10,469,000
Intergovernmental 59,242,300 33,985,900 98,648,100
TUMF Revenue 18,520,000 18,850,000 21,250,000
Toll Revenue 3,798,000 3,239,700 16,835,800
Other Revenue 2,518,000 268,500 248,000
Investment Income 1,849,000 4,715,600 3,516,700
Transfers In 241,966,700 192,895,500 295,634,900
Debt Proceeds 203,494,200 212,500,200 285,652,000
TOTAL Sources 800,209,800$ 735,277,000$ 996,254,500$
Sources Comparison
$-
$50
$100
$150
$200
$250
$300
$350
MillionsFY 16/17 Revised Budget
FY 16/17 Projected
FY 17/18 Budget
Expenditures/Expenses
by Department
FY 16/17 FY 16/17 FY 17/18
Revised Budget Projected Budget
Capital Highway, Rail, and Regional Arterials 603,953,000$ 438,568,100$ 662,615,300$
Capital Local Streets and Roads 51,358,000 51,358,000 52,936,000
Commuter Assistance 3,587,500 3,265,600 5,064,900
Debt Service 149,260,800 137,465,400 102,668,200
Management Services 19,297,300 18,658,700 22,907,700
Motorist Assistance 6,952,400 5,630,600 6,000,500
Planning and Programming 11,576,400 2,704,700 13,489,000
Public and Specialized Transit 139,197,300 109,186,700 146,978,500
Rail Maintenance and Operations 41,083,700 26,455,400 37,436,500
Toll Operations 6,553,100 3,859,600 17,852,700
TOTAL Expenditures/Expenses 1,032,819,500$ 797,152,800$ 1,067,949,300$
Expenditures/Expenses
Comparison
$-
$50
$100
$150
$200
$250
$300
$350
$400
$450
$500
$550
$600
$650
$700
MillionsFY 16/17 Revised Budget
FY 16/17 Projected
FY 17/18 Budget
Capital Department
Highlights
91 Project
I-15 Express Lanes
Mid County Parkway
Expenditures/Expenses by Function
FY 16/17 FY 16/17 FY 17/18 Percent
Revised Budget Projected Budget Change
Salaries and Benefits 9,505,100$ 9,365,500$ 9,554,200$ 1%
Professional Services 34,058,800 28,012,000 17,871,100 -48%
Support Costs 10,089,100 6,939,900 11,643,200 15%
Projects and Operations 585,338,000 420,503,500 625,197,700 7%
Debt Service 149,260,800 137,465,400 102,668,200 -31%
Capital Outlay 2,601,000 1,971,000 5,380,000 107%
TOTAL Expenditures/Expenses 790,852,800$ 604,257,300$ 772,314,400$ -2%
*Excludes transfers out
Expenditures/Expenses by
Function Comparison
$-
$100
$200
$300
$400
$500
$600
$700
Salaries and Benefits Professional Services Support Costs Projects and
Operations
Debt Service Capital OutlayMillions
*Excludes transfers out
FY 16/17 Revised Budget
FY 16/17 Projected
FY 17/18 Budget
Next Steps
Close public hearing and adopt budget June 14, 2017
Review the final budget draft, close the public hearing, and adopt the final budget
Open public hearing May 10, 2017
Receive input for the proposed budget and open the public hearing
Continue monitoring revenues
Measure A administrative salaries and benefits
Funding needs for projects and transit operators
Sales Tax and TUMF revenue trends
Timeliness of federal and state reimbursements
AGENDA ITEM 8
COMMISSIONERS: PLEASE GIVE SPECIAL ATTENTION TO THE TWO
BOLD PARAGRAPHS AND ATTACHMENT 2 IN THIS AGENDA ITEM.
Agenda Item 8
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE: April 24, 2017
TO: Budget and Implementation Committee
FROM: Theresia Trevino, Chief Financial Officer
THROUGH: John Standiford, Deputy Executive Director
SUBJECT: Interstate 15 Express Lanes Project and 91 Project Completion Plans of Finance
STAFF RECOMMENDATION:
After many years of planning and development related to the Interstate 15 Express Lanes Project
(I‐15 ELP), the Commission is now poised to begin final design and construction following the
award of a design‐build contract to Skanska‐Ames, a Joint Venture, in April. A preliminary Plan
of Finance for the I‐15 ELP has been presented previously to the Commission, and the final I‐15
ELP Plan of Finance is ready for approval.
Additionally, substantial completion for the State Route 91 Corridor Improvement Project
(91 Project) occurred on March 20, and the RCTC 91 Express Lanes and other general purpose
improvements are now open to traffic. In 2014, the 91 Project cost increased from the
$1.312 million financed in July 2013 to $1.407 billion—primarily as a result of an increase in right
of way acquisition costs. Accordingly, the Commission developed the 91 Project Completion Plan
of Finance.
The following staff recommendations are related to the plans of finance for the I‐15 ELP and
91 Project and include issuance of sales tax revenue bonds for the I‐15 ELP and 91 Project and
execution of a Transportation Infrastructure Finance and Innovation Act (TIFIA) loan with the
U.S. Department of Transportation (USDOT) for the I‐15 ELP or, in the alternative to a TIFIA loan,
the issuance of toll revenue bonds.
This item is for the Committee to:
1) Approve the 91 Project Completion Plan of Finance;
2) Approve the I‐15 ELP Plan of Finance regarding the issuance of the 2017 Series A Sales Tax
Revenue Bonds (2017 Bonds) and receipt of a TIFIA loan from the USDOT or, in the
alternative to a TIFIA loan, the issuance of toll revenue bonds;
3) Adopt Resolution No. 17‐006, “Resolution Authorizing the Issuance and Sale of Not to
Exceed $218,760,000 Aggregate Principal Amount of Riverside County Transportation
Commission Sales Tax Revenue Bonds (Limited Tax Bonds) in One or More Series, Including
the Execution and Delivery of a Seventh Supplemental Indenture, a Purchase Contract, an
Official Statement, and a Continuing Disclosure Agreement, and the Authorization of a
Toll Revenue Bond Financing of the I‐15 Express Lanes Project in an Amount Not To Exceed
22
Agenda Item 8
$165,000,000, Including the Execution and Delivery of a Master Indenture, a First
Supplemental Indenture and a Loan Agreement Relating to Transportation Infrastructure
Finance and Innovation Act Program Credit Assistance, and the Taking of All Other Actions
Necessary in Connection Therewith”;
4) Approve the draft form of the Official Statement for the issuance of 2017 Bonds for the
I‐15 ELP and 91 Project in a not to exceed amount of $218,760,000 and authorize the
Executive Director to revise, approve, and execute the printing and distribution of the
Official Statement;
5) Approve the draft form of the Continuing Disclosure Agreement related to the 2017
Bonds between the Riverside County Transportation Commission and Digital Assurance
Certification, L.L.C., as dissemination agent, and authorize the Executive Director to
revise, approve, and execute the final Continuing Disclosure Agreement;
6) Approve the draft form of the Seventh Supplemental Indenture for the 2017 Bonds
between the Riverside County Transportation Commission and U.S. Bank National
Association (US Bank), as Trustee, and authorize the Executive Director to revise, approve,
and execute the final Seventh Supplemental Indenture;
7) Approve the draft form of the Bond Purchase Agreement between the Riverside County
Transportation Commission and Bank of America Merrill Lynch (BofAML) and Goldman,
Sachs & Co. (Goldman), as Underwriter Representative acting on behalf of itself and
Barclays Capital Inc. (Barclays), Academy Securities (Academy), and Fidelity Capital
Markets. (Fidelity), (collectively the Underwriters), for the 2017 Bonds and authorize the
Chief Financial Officer to revise, approve, and execute the final Bond Purchase
Agreement;
8) Approve the draft form of the Master Indenture between the Riverside County
Transportation Commission and US Bank, as Trustee, related to the Toll Revenue Bonds
for the I‐15 ELP and authorize the Executive Director to revise, approve, and execute the
final Indenture;
9) Approve the draft form of the First Supplemental Indenture for the I‐15 ELP TIFIA loan
between the Riverside County Transportation Commission and US Bank, as Trustee, and
authorize the Executive Director to revise, approve, and execute the final First
Supplemental Indenture;
10) Approve the draft form of the TIFIA Loan Agreement between the Riverside County
Transportation Commission and the USDOT for an amount not to exceed $165 million and
authorize the Executive Director to revise, approve, and execute the final TIFIA Loan
Agreement;
11) Approve the estimated costs of issuance to be paid from the bond proceeds and execution
of related agreements, as required; and
12) Forward to the Commission for final action.
BACKGROUND INFORMATION:
The 2009 Measure A Expenditure Plan (Expenditure Plan) approved by Riverside County voters
in November 2002, identified improvements related to I‐15 to be implemented with Measure A
Western Riverside County (Western County) highway funds. As staff began planning highway
23
Agenda Item 8
projects for the first 10 years of the new measure, construction costs had been increasing
significantly. Although the Expenditure Plan contemplated the need for state and federal funding
to supplement Measure A revenues for highway projects, it was apparent innovative financing
techniques would be necessary to fund some of the highway projects and the Measure A debt
limitation would need to be increased.
Accordingly, in early 2006 following a competitive procurement, the Commission engaged a
strategic partnership advisory team knowledgeable in the area of transportation economics,
federal transportation funding tools, and corporate equity investment evaluation to evaluate the
feasibility of public/private partnerships and public delivery options to build additional
transportation capacity and/or to speed the delivery of planned projects. The SR‐91 and I‐15
corridors were identified by this team as projects with strong user demand that could be financed
using toll revenues. In December 2006, the Commission approved the 10‐Year Western Riverside
County Highway Delivery Plan (10‐Year Delivery Plan), which identified improvements including
toll, or express, lanes on the SR‐91 and I‐15. Other general purpose improvements were also
included in the 10‐Year Delivery Plan.
In the following years, the Commission hired engineering firms to commence development of
separate project report/environmental documents following competitive procurements. The
Commission also obtained state and federal tolling authority as well as design‐build authority for
both projects. Due to the recession that occurred shortly after the approval of the
10‐Year Delivery Plan, the Commission also reprioritized and recalibrated these projects in order
to maintain financial feasibility. The scope of each of these projects is as follows:
The 91 Project connects with the Orange County Transportation Authority 91 Express
Lanes at the Orange County/Riverside County line using a two‐mile mixing area and
continues approximately eight miles to the 15/91 interchange in Riverside County. The
91 Project involved widening pavement on the outside of the existing SR‐91 to reposition
general purpose lanes and repurpose the existing high occupancy vehicle lane to
accommodate two tolled express lanes in the median in each direction. It also involved
constructing one new general purpose lane in each direction from SR‐71 to I‐15,
ultimately providing two tolled express lanes and five general purpose lanes in each
direction. The 91 Project also included the restriping of lanes and construction of a
two‐lane (one lane in each direction) direct tolled connector approximately 2.8 miles long
providing the 91 Express Lanes with access/egress to I‐15 South.
Other improvements included reconstruction with geometric improvements of five local
interchanges; construction of new and widened bridges, retaining walls, sounds walls, and
aesthetics improvement; addition of a collector‐distributor system with braided ramps in
the vicinity of the 15/91 interchange; addition of auxiliary lanes and other operational
improvements; restriping of lanes; and installation of an electronic toll collection and
enforcement system.
24
Agenda Item 8
The I‐15 ELP consists of one to two tolled express lanes in each direction on I‐15 between
Cajalco Road and SR‐60 through the cities of Corona, Norco, Eastvale, and Jurupa Valley
and portions of unincorporated Riverside County, a distance of approximately 15 miles.
The project includes sign modifications, installation of new signs, and construction of
retaining walls and sound walls. Eleven bridges are to be widened. Roadway
improvements are anticipated to be constructed within the existing Caltrans right of way
with the majority of the improvements occurring within the existing I‐15 median. An
electronic toll enforcement and collection system will also be installed. The I‐15 ELP is
expected to open to tolled vehicular traffic in July 2020.
Through separate competitive procurements, the Commission hired Parsons Transportation
Group (Parsons) as the project and construction manager for the 91 Project and I‐15 ELP to assist
the Commission in the preparation for design‐build, toll systems integration and installation, and
toll operator procurements and contracts as well as to oversee the design and construction work
during the design‐build phase. Some of the preparation activities consisted of developing and
negotiating various agreements required in connection with the design‐build phase as well as
operations of the toll lanes following the completion of construction. For the 91 Project, the
Commission awarded a design‐build contract to Atkinson/Walsh, a Joint Venture, and approved
an agreement for the operations and maintenance of the 91 Express Lanes to Cofiroute USA, LLC
in May 2013 and authorized the award of an electronic toll and traffic management systems
integration and installation contract to Cofiroute in January 2014. For the I‐15 ELP, the
Commission awarded a toll services provider contract to Kapsch Traffic Com North America in
January 2017 and a design‐build contract to Skanska‐Ames, a Joint Venture, in April 2017.
While project development activities were underway, staff also conducted various financing
activities required to finance the project costs related to the design‐build phase.
Bond underwriting teams for each project were appointed following competitive
procurements for underwriter services in connection with future long‐term debt
financings. The initial tasks for the senior underwriting team included the development
of a financial model and evaluation of potential financing structures, including TIFIA loans
and toll revenue bonds.
Following separate competitive procurements for traffic and revenue studies, Stantec
Consulting Services (Stantec) was awarded contracts to prepare the investment‐grade
traffic and revenue studies for the 91 Project and the I‐15 ELP and to assist in the
development of a toll policy for each project. A traffic and revenue study is required for
the successful financing of toll‐supported debt, including toll revenue bonds and a TIFIA
loan.
The Commission submitted letters of interest for credit assistance to TIFIA for both
projects. In July 2013 TIFIA approved a loan for the 91 Project in the approximate amount
of $421 million. For the I‐15 ELP, the Commission advanced to the creditworthiness stage
in January 2016 and is currently completing the creditworthiness assessment and
negotiations for the terms and conditions of a TIFIA loan.
25
Agenda Item 8
A preliminary Plan of Finance for the I‐15 ELP was presented to the Commission in
November 2015 and November 2016, and the Commission approved $110 million in
federal Congestion Mitigation and Air Quality (CMAQ) and/or Surface Transportation
Block Grant (STBG) funds for design‐build costs related to the I‐15 ELP.
Competitive procurements for investment management services related to the project
financings were conducted. Logan Circle Partners, L.P. was awarded investment
management services agreements in May 2013 for the 91 Project and in April 2017 for
the I‐15 ELP.
US Bank serves as the trustee for administration of the sales tax bonds and the toll‐
supported debt. Typically, the trustee fulfills its duties on behalf of the bond investors
and TIFIA in accordance with the trust indentures over the life of the outstanding debt
unless there is cause for termination and appointment of a successor trustee.
In July 2013, the Commission completed the financing for the $1.312 billion 91 Project with the
issuance of sales tax bonds and toll revenue bonds and the execution of a TIFIA loan. In spring
2014, the capital cost estimates for the 91 Project were reviewed and revised for a total
estimated cost of $1.407 billion. The $95 million estimated cost increase was primarily related
to higher than anticipated right of way acquisition costs. Subsequent annual reviews of the
91 Project costs, including spring 2017, resulted in no changes to the $1.407 billion cost estimate,
which also includes contingencies. As a result of substantial completion, a Plan of Finance for the
completion of the 91 Project is now required.
The toll‐supported debt is not subject to the 2009 Measure A debt limit as these bonds or loans
are secured by a lien on toll revenues; however, the initial Measure A debt limit of $500 million
constrained the ability to issue additional sales tax revenue bonds secured by a lien on 2009
Measure A revenues. In November 2010, a majority of the voters in Riverside County increased
the 2009 Measure A debt limit to $975 million. As of June 1, 2017, the projected amount of sales
tax debt is $776,240,000, excluding an authorized but unissued $40 million of commercial paper
notes:
Balance at
6/1/16
October 2016
Refunding
Principal
Payments
March 2017
Issuance
Anticipated
Balance at
6/1/17
Bonds:
2009 A, B, C 139,100,000$ (63,900,000)$ (4,400,000)$ ‐$ 70,800,000$
2010 A, B 150,000,000 ‐ ‐ ‐ 150,000,000
2013 A 462,200,000 ‐ ‐ ‐ 462,200,000
2016 A ‐ 76,140,000 (2,900,000) ‐ 73,240,000
Subtotal‐Bonds
Commercial Paper 20,000,000 (20,000,000) ‐ 20,000,000 20,000,000
Total Outstanding Debt 771,300,000$ (7,760,000)$ (7,300,000)$ 20,000,000$ 776,240,000$
Debt Description
Staff combined the I‐15 ELP and 91 Project Plans of Finance as a single financing to achieve
financing efficiencies.
26
Agenda Item 8
Plan of Finance
I‐15 ELP
The financing team has maintained a quantitative model of the financing for the I‐15 ELP since
2015. The most recent version of the model was updated in March to refine market‐based
assumptions and reflect updated estimates of overall I‐15 ELP capital and operating expenses as
a result of recent procurement activities. The projected total capital costs for the I‐15 ELP,
excluding financing reserves, is approximately $454.6 million. Approximately $93.8 million of
predevelopment costs is expected to have been incurred through financial close; these costs have
been funded with available Measure A sources on a pay‐as‐you‐go basis or financed through the
Commission’s commercial paper program or prior sales tax revenue bond financings.
Accordingly, the I‐15 ELP costs to be financed approximate $360.8 million. The financing will also
include approximately $30 million in proceeds to retire outstanding commercial paper notes and
$14 million for a ramp up reserve fund for operation and maintenance of the I‐15 ELP based on
financial modeling requirements. Therefore, the total I‐15 ELP Plan of Finance is in the
approximate amount of $403.9 million; however, it is preliminary and subject to change.
91 Project Completion
As previously noted, a Completion Plan of Finance for the 91 Project is needed for approximately
$95 million of projected costs through final completion. Approximately $53 million of this
amount is related to contingencies, which may or may not be utilized. Assuming that the
Commission’s $60 million commercial paper program will be maintained after this financing, staff
proposes the issuance of commercial paper notes to pay for 91 Project costs related to the use
of available contingency. These commercial paper notes would likely be retired at a later date
through the issuance of long‐term sales tax bonds. Accordingly, the amount that must be
currently financed is approximately $42 million.
The commercial paper program availability and the completion bonds proceeds aggregate
$93,709,531 and cover 98.3 percent of the 91 Project costs to be financed. The remaining
$1.6 million, if required, will be paid from available Measure A revenues on a pay‐as‐you‐go basis.
Combined Plans of Finance
Current financing assumptions for the I‐15 ELP include the issuance of senior lien sales tax
revenue bonds in the form of current interest bonds, a TIFIA loan secured by a senior lien on toll
revenues, and federal CMAQ and STBG funds. As a result of using the commercial paper program
to finance I‐15 ELP costs through financial close and refinancing the outstanding commercial
paper notes with premium sales tax bonds, additional sales tax bonds can be issued to fund the
91 Project completion costs. The following is a summary of the most current estimate of sources
and uses for the combined I‐15 ELP and 91 Project financing:
27
Agenda Item 8
Par Amount $ 158,760,000
Premium 17,460,964
151,424,726
110,000,000
$ 437,645,690
$ 98,511,433
151,424,726
110,000,000
14,000,000
30,000,000
33,709,531
$ 437,645,690
1 Amounts are subject to change
Sources1:
Sales Tax Bonds
TIFIA Loan
CMAQ/STBG Funds
Total Sources
Uses1:
Bonds Proceeds Construction Fund Deposit
TIFIA Construction Draws
CMAQ/STBG Reimbursements
Ramp‐Up Fund Deposit
Bonds Proceeds Construction Fund Deposit
Total Uses
Repayment of RCTC Commercial Paper
I‐15 ELP
91 Project
Based on the projected amount of sales tax bonds to be issued for the I‐15 ELP and 91 Project
and maintaining the commercial paper program for 91 Project completion, the Measure A sales
tax debt limitation will be fully utilized.
Measure A Sales Tax Debt Limitation 975,000,000$
Total Outstanding Debt, projected as of June 1, 2017 776,240,000$
Issuance of Commercial Paper in June, as reimbursement to Commission for I‐15 ELP costs 10,000,000
Total Outstanding Debt, projected prior to financial close 786,240,000
Combined I‐15 ELP and 91 Project Financing:
Issuance of Sales Tax Bonds 158,760,000
Retirement of Outstanding Commercial Paper (30,000,000)
Total Outstanding Debt, projected after I‐15 ELP financing requirements 915,000,000$ (915,000,000)
Total Debt Capacity Available for Commercial Paper Program and 91 Project Completion 60,000,000$
Additional debt capacity will be available as sales tax bond principal maturities are paid in future
years; however, any additional debt issuances will need to be evaluated based on projected
Measure A revenues.
Sales Tax Revenue Bonds and Commercial Paper Program
The 2017 Bonds are proposed to be issued as fixed, long‐term callable current interest bonds
with projected interest coupon rates ranging from 3 percent to 5 percent (projected yields of
1.52 percent to 4.13 percent) and principal maturities beginning in June 2018 through June 2039.
Actual interest rates for the bonds will be determined in July during the pricing of the bonds.
28
Agenda Item 8
A debt service reserve fund requirement for the 2017 Bonds is not anticipated (consistent with
the other outstanding sales tax revenue bonds).
The 2017 Bonds are expected to be issued at a premium, i.e., bondholders are willing to accept
a lower yield for higher coupon rates. Premium can only be utilized to pay debt service and will
be used to retire the outstanding commercial paper at financial close. Accordingly, the bonds
are projected to provide approximately $176.2 million in bond proceeds.
A portion of the sales tax bond proceeds will be used to pay costs of issuance, including
underwriter’s discount. The total costs of issuance for the sales tax bonds and the TIFIA loan are
estimated not to exceed $6.1 million, or 1.9 percent. The Commission’s debt management policy
limits such costs to 2 percent. A portion of the 2017 Bonds proceeds will also be used to retire
all of the outstanding commercial paper notes, which amount is projected to be $30 million
outstanding as of July 19.
The credit and liquidity support for the Commission’s commercial paper program is a $60,750,000
irrevocable direct draw letter of credit and reimbursement agreement with State Street Bank and
Trust Company (State Street), which expires in October 2017. Shortly after this proposed plan of
finance is executed, staff will begin to either negotiate an extension with State Street or procure
a substitution of the letter of credit and reimbursement agreement with another bank.
Projected debt service coverage of the total outstanding sales tax debt based on projected
Measure A sales tax revenues is expected to exceed the Commission’s 2x coverage policy for the
sales tax supported debt.
TIFIA Loan
TIFIA loans may finance up to half of a project’s eligible costs; however, USDOT practice is to
generally limit TIFIA loans to 33 percent of project’s eligible costs. Based on the current I‐15 ELP
Plan of Finance and eligible project costs, a $151.4 million TIFIA loan is anticipated, subject to
completion of the creditworthiness assessment by TIFIA’s financial team. The TIFIA loan interest
rate assumed in the financial model is currently estimated at 3.55 percent and is tied to the rate
on a 30‐year U.S. Treasury Bond plus 1 basis point (0.01 percent). The TIFIA loan interest rate as
of April 18 is 2.89 percent; the actual interest rate for the TIFIA loan will be determined in July
upon the execution of the TIFIA Loan Agreement. Interest on the TIFIA loan will be payable
beginning in June 2025.
During the first five years of repayment, only interest payments are required on the TIFIA loan.
To the extent that payments of interest result in debt service coverage of at least 1.3 times, the
debt service is considered mandatory debt service. Mandatory debt service is required to be
paid, and failure to pay results in a default under the TIFIA Loan Agreement. The TIFIA loan will
also include payments beginning June 2026 that fully fund all interest and result in total annual
TIFIA loan payments that are approximately level for the term of the TIFIA loan. The additional
payments are considered scheduled debt service. Payment of scheduled debt service is only
29
Agenda Item 8
required if revenues are sufficient to allow its payment. The TIFIA loan principal maturities are
projected to begin in June 2030 through June 2055, which is about 15 years before the expiration
of toll authority.
The TIFIA loan includes the following key provisions:
The TIFIA loan will have a senior lien on toll revenues;
Minimum 1.3x coverage for all senior and subordinated toll revenue supported debt;
Additional bonds secured by toll revenues can be issued if a minimum 1.5x coverage
requirement is met and the TIFIA lender approves;
Completion bonds may be issued should that prove necessary due to unexpected cost
increases or delays;
An estimated $14 million ramp up reserve fund for initial years’ operations will be funded
from a combination of sales tax bond proceeds, up to a 5 percent working capital limit
per federal tax regulations, and Commission Measure A contributions;
An estimated $7 million repair and rehabilitation sweep reserve account will be funded
from net toll revenues, after funding higher priorities in the flow of funds (as listed below);
An estimated $18 million TIFIA loan reserve will be established from the proceeds of a
Measure A loan (Initial Loan) of $3 million per year beginning with FY 2018/19 through
FY 2023/24 to the extent that net toll revenues, after funding higher priorities in the flow
of funds, are not available;
A contingent Measure A loan (Contingent Backstop Loan) will be provided during
FY 2024/25 through FY 2038/39 to an annual maximum amount of $3.85 million and up
to a cumulative total of $38.5 million from Measure A receipts as needed to pay operation
and maintenance costs and debt service not covered by net toll revenues;
Repayment of the Commission’s Initial Loan and Contingent Backstop Loan is projected
to be at an interest rate of 4 percent and subject to meeting certain blocked, or restricted,
payment conditions; and
Net toll revenues remaining after payment on the TIFIA loan, any toll revenue bonds
issued on a parity or subordinated basis to the TIFIA loan, and the Commission’s Initial
Loan and Contingent Backstop Loan will be applied equally to prepayment of the TIFIA
loan and to release to the Commission for other projects in the corridor.
The Commission’s commitment of Measure A funds related to the Initial Loan and Contingent
Backstop Loan is included in Section 52.04 of the Seventh Supplemental Sales Tax Indenture
(Seventh Supplemental Indenture). The TIFIA loan reserve amount and requirement for the
Contingent Backstop Loan are based on quantitative modeling efforts to achieve an investment
grade rating under a rating case from Fitch Ratings (Fitch); the rating case assumed default
scenarios in which projected toll revenues were subjected to extreme stress, both through initial
additional reduction by 25 percent (from already stressed projections) and through reduction of
the annual rate of growth in toll revenues. An investment grade rating is a requirement for the
TIFIA loan.
30
Agenda Item 8
Under the Seventh Supplemental Indenture, Measure A sales tax revenues will be accumulated
by the sales tax bonds trustee and deposited in the I‐15 Trust Fund up to the annual maximum.
If net toll revenues are not sufficient to fund the annual cap amounts of $3 million for the Initial
Loan and $3.85 million for the Contingent Backstop Loan, such amounts will be transferred by
the sales tax trustee to the toll trustee.
Flow of Funds for Toll Operations
Toll operations for the I‐15 ELP will be provided by Kapsch. Toll revenues and other non‐toll
related revenues will be deposited by Kapsch on a daily basis with the trustee. These revenues
will be required to fund certain costs and reserves in order of priority. Article V of the draft Toll
Revenue Bonds Master Indenture and First Supplemental Indenture (Toll Indentures) list the
priority of the flow of funds, as follows; however, this is subject to completion of TIFIA
negotiations:
Operations and maintenance fund, including ramp up reserve;
Rebate fund;
Senior Lien obligations (including TIFIA mandatory) interest fund;
Senior Lien obligations (including TIFIA mandatory) principal fund;
Senior Lien obligations (including TIFIA) debt service reserve fund replenishment, if
required;
Repair and rehabilitation fund;
Scheduled TIFIA debt service obligations fund;
Repair and rehabilitation sweep reserve fund;
Second Lien obligations debt service payments and reserve fund (reserved);
Subordinate obligations debt service payments and reserve fund (reserved;
Holding fund, subject to blocked payment conditions;
Commission loan payments;
Capital expenditures (reserved);
Residual fund to be shared with TIFIA on a 50/50 basis; and
Surplus account for Commission’s share of residual fund.
Events of default identified in Section 7.01 of the draft Toll Indentures, and subject to completion
of TIFIA negotiations, are as follows:
Default in payment of any interest or principal on any bond when due;
Default in observance or performance of any other covenant or agreement of Commission
contained in the Indentures for a period of 30 days after written notice; and
Occurrence and continuance of a bankruptcy‐related event of the Commission.
Should an event of default occur, the Toll Indentures specify the application of revenue and other
funds after a default.
31
Agenda Item 8
Alternative Financing Plans
Assuming the successful execution of a TIFIA loan, the current quantitative model does not
anticipate the issuance of toll revenue bonds given the difference in borrowing costs. The
financial team has been negotiating the terms of a TIFIA loan with the USDOT for several months.
Staff is pleased to report the Commission’s financial team reached general agreement on
substantially all key business terms and conditions. The financing schedule anticipated that TIFIA
staff would present the I‐15 ELP loan package assessment to a USDOT internal credit review team
in mid‐May, which would be followed by an invitation from the USDOT to submit an application
for a loan shortly thereafter. The Commission is preparing such an application based on the
current status of TIFIA negotiations, such that the application will be ready for submittal to TIFIA
immediately upon receipt of the invitation. The application will then be reviewed by the TIFIA
credit review team in early June. If the application is satisfactory, the credit review team will
then recommend approval of the loan to the TIFIA Council on Credit and Finance (TIFIA Council).
At a meeting in late June, the TIFIA Council is expected to submit a final recommendation for loan
approval to the USDOT Secretary.
In late March, TIFIA staff advised the Commission that key positions on the TIFIA Council had not
yet been appointed by the President or confirmed by the Senate. The Deputy Secretary of the
USDOT usually serves as the chair of the TIFIA Council. A Deputy Secretary has been nominated
and approved by a House committee; however, his nomination is awaiting Senate confirmation;
staff does not have a prediction as to when confirmation will occur. No other TIFIA Council
positions have been nominated for appointment by the President. Without USDOT leadership
positions filled, and no expectation the positions will be filled in time to meet the key milestones
necessary to maintain I‐15 ELP’s schedule, a degree of uncertainty exists regarding how the next
few months will unfold with regard to the TIFIA loan. In the meantime, TIFIA and Commission
financial teams continue to proceed with the creditworthiness assessment phase of the TIFIA
loan as if the loan and project remain on schedule. The Commission’s government relations team
engaged Representative Ken Calvert (CA‐42) to assist with communicating with the Presidential
Administration regarding the urgency for decision‐making at the USDOT.
Accordingly, the Commission’s financial team has developed at least one alternative plan of
finance in which the TIFIA loan would be replaced by the issuance of toll revenue bonds; however,
the proceeds from the issuance of toll revenue bonds are projected to approximate $114 million
requiring an increase in Measure A bonds and related premium of $55.9 million and $7.1 million,
respectively. Therefore, the plan of finance would increase approximately $25.6 million from
$403.9 million to $429.5 million. If additional sales tax bonds of $55.9 million are issued, this
would require the termination of the commercial paper program and the use of available
Measure A funds, including possible internal loans, to finance the 91 Project completion costs.
This alternative is not desirable but must be considered.
32
Agenda Item 8
Staff is also considering a potential financing scenario under which the closing of the TIFIA loan
is delayed beyond 2017, but can still be completed in a reasonable time. This would involve a
short‐term placement of notes with a private lender—potentially one or more of the
underwriting firms currently selected for the sales tax revenue bonds. The notes would be repaid
from proceeds of the TIFIA loan as received.
Staff anticipates that a decision to pursue at least two plans of finance will need to be made in
early May in order to maintain the schedule for financial close on July 19. Therefore, to provide
flexibility to the Commission’s management and financial teams, staff recommends the
Commission authorize sales tax revenue bonds in an amount not to exceed $218,760,000
(maximum available capacity under Measure A debt limitation) and toll revenue bonds, including
a TIFIA loan, in an amount not to exceed $165 million. If either the toll revenue bonds or short‐
term note scenario is employed, staff will likely return to the Commission in June for specific
approval of the related documents applicable to the specific scenario.
The finance team will continue to update the quantitative financial model with current schedule
estimates, interest rate assumptions, and final TIFIA negotiation and other matters. Such
updates to the model through pricing of the bonds and financial close may result in some changes
to the sales tax and toll revenue supported debt amounts in order to maximize the efficiency of
the plan of finance. As a result, the staff recommendation for a maximum amount of toll bonds
is slightly above the projected TIFIA loan amount and possible toll revenue bonds issuance.
Financing Team and Related Documents
The financing team that participated in the development of this proposed plan of finance,
preparation, and negotiation of the required documents includes the following key members:
Financial Advisor – Fieldman, Rolapp & Associates, Inc. (Fieldman);
Bond Counsel – Orrick Herrington & Sutcliffe LLP;
Disclosure Counsel – Norton Rose Fulbright US LLP;
General and TIFIA Counsel – Best, Best & Krieger LLP;
Senior Underwriters – BofAML, Goldman, and Barclays;
Co‐managing Underwriters – Academy Securities (a veteran‐owned business) and Fidelity
Capital Markets;
Project and Construction Manager – Parsons;
Traffic and Revenue Consultant – Stantec; and
Trustee – US Bank.
The following is a summary of draft documents related to the I‐15 ELP Plan of Finance and
completion of the 91 Project to be approved by the Commission:
33
Agenda Item 8
2017 Bonds TIFIA Loan
Resolution 17‐006
Official Statement Master Indenture
Continuing Disclosure Agreement First Supplemental Indenture
Seventh Supplemental Indenture TIFIA Loan Agreement
Bond Purchase Agreement
Drafts of the documents related to the sales tax portion for the proposed I‐15 ELP financing,
which are not expected to have substantive revisions, are included as attachments to this staff
report for approval and consist of the following:
Resolution No. 17‐006 (draft) authorizing the issuance and sale of a not to exceed amount
of sales tax revenue bonds including the execution and delivery of the Supplemental
Indenture, Purchase Contract, Official Statement, and Continuing Disclosure Agreement;
a toll revenue bond financing of a not to exceed amount including the execution and
delivery of the Master Indenture, First Supplemental Indenture, and TIFIA Loan
Agreement; and the taking of all other actions necessary in connection with this
transaction (Attachment 1);
Preliminary Official Statement (draft) for the 2017 Bonds (Attachment 2);
Seventh Supplemental Indenture between the Commission and the trustee (draft)
regarding the terms and conditions of the issuance of the 2017 Bonds (Attachment 3);
Continuing Disclosure Agreement (draft) between the Commission and the dissemination
agent for the 2017 Bonds (Attachment 4);
Purchase Contract (draft) between the Commission and the underwriters regarding the
purchase of the 2017 Bonds (Attachment 5);
Master Indenture between the Commission and the trustee (draft) regarding the terms
and conditions of the issuance of the I‐15 ELP Toll Revenue Bonds (Attachment 6);
First Supplemental Indenture between the Commission and the trustee (draft) regarding
the terms and conditions of the TIFIA loan (Attachment 7); and
TIFIA Loan Agreement between the Commission and USDOT (draft) regarding the terms
and conditions of the TIFIA loan (Attachment 8).
The TIFIA Loan Agreement (draft) was not provided by TIFIA prior to the printing of this staff
report but will be available at the May Commission meeting; however, Fieldman summarized the
key terms and conditions in a draft term sheet for the Committee. The term sheet reflects the
substantially negotiated terms and conditions and the Commission’s proposed terms and
conditions based on discussions with TIFIA for the remaining items.
Staff recommends approval of the estimated costs of issuance of $6.1 million for the issuance of
the 2017 Bonds and securing of a TIFIA loan as well as the execution of related professional
services agreements or amendments to agreements. The costs of issuance consist of
underwriting fees and expenses as well as other costs related primarily to issuer counsel, bond
counsel, tax counsel, disclosure counsel, financial advisor, TIFIA, and rating agencies.
34
Agenda Item 8
As part of the action to authorize the issuance of the 2017 Bonds, the Commission will approve
the form of the Preliminary Official Statement and authorize its distribution in connection with
the sale of the bonds, as well as the preparation of a final Official Statement once the bonds
have been priced. These offering documents are required under state and federal securities
laws prohibiting the offer and sale of securities such as the 2017 Bonds, unless all matters that
would be material to an investor in the bonds have been adequately disclosed and there is no
omission of material facts. Furthermore, under rules of the Securities and Exchange
Commission, the underwriters cannot purchase the bonds unless they have received a
substantially final offering document, which discloses all material information that they
reasonably believe to be true and correct.
The Commissioners serving on the Board as the governing body of the issuer of the 2017 Bonds
are expected to read and be familiar with the information described in the draft Preliminary
Official Statement included with this staff report. The Commissioners may employ the services
of experts to take the lead in the drafting and review of the Official Statement and to provide
financial projections included in the Official Statement; however, the Commissioners have the
duty to review the information and bring to the attention of those responsible for the
preparation of the offering document any misstatements or omissions in the draft and to ask
questions if they are unclear about the information or their role. Members of the financing
team will be available at the Committee and Commission meetings to respond to the
identification of any misstatements or omissions or to such questions.
Anticipating approval for this transaction, the schedule of subsequent activities related to the
financing is as follows:
Rating agency meetings April 26‐27
Commission approval of financing documents May 10
TIFIA invitation to submit application May 18
Submittal of TIFIA application May 18
Posting of preliminary official statement June 19
Investor roadshow and calls/meetings, if needed June 19‐30
TIFIA Council approval of TIFIA loan June 21
Pricing activities July 11‐12
TIFIA Loan Agreement execution July 18
Financing closing activities July 18‐19
Changes to these documents may be necessary as a result of continuing development by the
financing team, meetings with the rating agencies, and continuing negotiations with TIFIA. Staff
will discuss significant unresolved matters that may affect these documents at the Commission
meeting. Since general legal counsel is a key member of the financing team, staff recommends
the Executive Director or Chief Financial Officer be authorized to approve and execute the final
documents, as applicable.
35
Agenda Item 8
Financial Impact
Proceeds from the 2017 Bonds will be received upon issuance of the bonds; the TIFIA loan will
be drawn upon monthly in connection with cost reimbursement requisitions. Costs of issuance,
currently estimated at $6.1 million, will be paid from bond proceeds.
Financial Information
In Fiscal Year Budget:
Yes
N/A
Year:
FY 2017/18
FY 2018/19+
Amount:
$293,691,000 (revenues and other
financing sources)
$6,100,000 (expenditures)
$143,954,700 (revenues and other
financing sources)
Source of Funds:
Sales tax bond proceeds and
2009 Measure A Western
County highway and bond
financing sales tax revenues,
toll revenue bonds/TIFIA
loan, federal CMAQ and STBG
funds
Budget Adjustment:No
N/A
GL/Project Accounting No.:
XX3027 000 59102 307 31 59102 (sales tax bond proceeds)
003027 000 59102 262 31 59102 (TIFIA loan)
003027 414 41403 262 31 41401 (CMAQ/STBG funds)
XX3027 96103 307 31 96103 (costs of issuance)
Fiscal Procedures Approved: Date: 04/17/2017
Attachments:
1) Resolution No. 17‐006 (draft)
2) Preliminary Official Statement (draft)
3) Seventh Supplemental (Sales Tax) Indenture (draft)
4) Continuing Disclosure Agreement (draft)
5) Bond Purchase Contract (draft)
6) Master (Toll) Indenture (draft)
7) First Supplemental (Toll) Indenture (draft)
8) TIFIA Loan Agreement Term Sheet (draft) – TIFIA Loan Agreement to be provided at
Commission meeting
36
BLANK
OH&S Draft – 4/13/17
OHSUSA:766606664
NO. 17-006
RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF NOT TO EXCEED
$218,760,000 AGGREGATE PRINCIPAL AMOUNT OF RIVERSIDE COUNTY
TRANSPORTATION COMMISSION SALES TAX REVENUE BONDS (LIMITED TAX
BONDS) IN ONE OR MORE SERIES, INCLUDING THE EXECUTION AND
DELIVERY OF A SEVENTH SUPPLEMENTAL INDENTURE, A PURCHASE
CONTRACT, AN OFFICIAL STATEMENT, AND A CONTINUING DISCLOSURE
AGREEMENT, AND THE AUTHORIZATION OF A TOLL REVENUE BOND
FINANCING OF THE I-15 EXPRESS LANES PROJECT IN AN AMOUNT NOT TO
EXCEED $165,000,000, INCLUDING THE EXECUTION AND DELIVERY OF A
MASTER INDENTURE, A FIRST SUPPLEMENTAL INDENTURE AND A LOAN
AGREEMENT RELATING TO TRANSPORTATION INFRASTRUCTURE FINANCE
AND INNOVATION ACT PROGRAM CREDIT ASSISTANCE, AND THE TAKING OF
ALL OTHER ACTIONS NECESSARY IN CONNECTION THEREWITH
_______________________
WHEREAS, the Riverside County Transportation Commission (the “Commission”) is a
county transportation commission duly organized and existing pursuant to the County
Transportation Commissions Act, being Division 12 of the Public Utilities Code of the State of
California (Section 130000 et seq.) (as amended, the “Act”);
WHEREAS, the Commission is authorized pursuant to the Riverside County
Transportation Sales Tax Act, being Division 25 of the Public Utilities Code of the State of
California (Section 240000 et seq.) (the “Sales Tax Act”), to, among other things, and with voter
approval, levy a retail transactions and use tax in accordance with the provisions of Part 1.6
(commencing with Section 7251) of Division 2 of the California Revenue and Taxation Code
(the “Sales Tax Law”) and to issue limited tax bonds payable from the proceeds of such tax;
WHEREAS, the Commission adopted Ordinance No. 02-001, named the “Transportation
Expenditure Plan and Retail Transaction and Use Tax Ordinance” (the “Ordinance No. 02-001”)
on May 8, 2002, pursuant to the provisions of the Sales Tax Act, which Ordinance provides for
the imposition of a retail transactions and use tax (the “Sales Tax”) applicable in the incorporated
and unincorporated territory of Riverside County (the “County”) in accordance with the
provisions of the Sales Tax Law at the rate of one-half of one percent (1/2%) commencing
July 1, 2009 and continuing for a period not to exceed thirty (30) years;
WHEREAS, by its terms, the Ordinance became effective at the close of the polls on
November 5, 2002, the day of the election at which the proposition imposing the Sales Tax was
approved by more than two-thirds of the electors voting on the measure;
WHEREAS, the Ordinance empowers the Commission to sell or issue, from time to
time, on or before the collection of the Sales Tax, bonds, or other evidences of indebtedness
(collectively, the “Sales Tax Debt”), the proceeds of which will fund capital expenditures for
various purposes, including to carry out the transportation projects described in the Riverside
ATTACHMENT 1
37
-2-
OHSUSA:766606664
County Transportation Improvement Plan, adopted as part of the Ordinance, including any future
amendments thereto (the “Expenditure Plan”);
WHEREAS, on July 14, 2010, the Commission adopted Ordinance No. 10-002 (the
“Ordinance No. 10-002” and, collectively with Ordinance No. 02-001, as amended from time to
time, the “Ordinance”) providing that the aggregate principal amount of Sales Tax Debt at any
one time outstanding shall not exceed $975 million;
WHEREAS, by its terms, the Ordinance No. 10-002 became effective at the close of the
polls on November 2, 2010, the day of the election at which the proposition relating to the
Ordinance No. 10-002 was approved by more than a majority of electors voting on the measure;
WHEREAS, the Ordinance authorizes the Commission to apply proceeds of the Sales
Tax (the “Sales Tax Revenues”) for transportation purposes, including the construction, capital,
acquisition, maintenance and operation of streets, roads, highways, including state highways, and
for related purposes;
WHEREAS, the Commission is further authorized by Section 240309 of the California
Public Utilities Code to issue from time to time limited tax bonds (defined to include
indebtedness and securities of any kind or class, including sales tax revenue bonds), secured and
payable in whole or in part from Sales Tax Revenues;
WHEREAS, pursuant to Streets and Highways Code Sections 149.7 and 149.8,
including Chapter 421 of the California Statutes of 2008 (Assembly Bill 1954) (the “Toll Act”),
the Commission is authorized to set, levy and collect tolls, user fees, or other similar charges,
payable for use of high-occupancy toll (“HOT”) lanes and other facilities in the Interstate 15
(referenced in the Toll Act as State Highway Route 15) (the “I-15”) corridor in Riverside County
(the “Toll Road”), and to issue one or more series of bonds or other obligations (the “Toll
Revenue Bonds”) pursuant to the terms and conditions of a resolution adopted by a two-thirds
vote of the Commission, which Obligations may be payable from the proceeds of such tolls (the
“Toll Revenues”) and any other source of revenues available to the Commission and pledged as
security for the Toll Revenue Bonds;
WHEREAS, the Act authorizes Toll Revenue Bonds to be issued for the purpose of
financing the planning, design, development, financing, construction, reconstruction,
rehabilitation, improvement, acquisition, lease, operation, or maintenance, or any combination of
these, with respect to tolled and non-tolled facilities, structures, auxiliary lanes, on-ramps,
turnarounds, connector roads, bridges, and roadways that are on, necessary for, or related to the
construction or operation of the I-15 Express Lanes in northern Riverside County, including the
construction of one to two tolled express lanes extending approximately 15 miles in each
direction between the I-15/Cajalco Road interchange in Corona and I-15/SR-60 interchange just
south of the Riverside/San Bernardino County line and the installation of an electronic toll
enforcement and collection system (the “I-15 Express Lanes Project”);
WHEREAS, the Commission submitted an application to the California Transportation
Commission (the “CTC”) to develop the I-15 Express Lanes Project, and pursuant thereto, the
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CTC conducted two public hearings and determined the application was eligible and submitted
the same for legislative approval which was obtained and codified in the Toll Act;
WHEREAS, pursuant to Chapter 6.5 (commencing with Section 6800) of Part 1 of
Division 2 of the Public Contract Code, the Commission is authorized to employ the design-
build method of procurement in connection with the I-15 Express Lanes Project;
WHEREAS, the California Department of Transportation (“Caltrans”) and the
Commission have entered into Agreement No. 17-31-002-00, the CALTRANS/RCTC Toll
Facility Agreement (Including Real Property Lease) Interstate 15 Express Lanes in Riverside
County on September 29, 2016, by and between the Commission and Caltrans (the “Toll Facility
Agreement”);
WHEREAS, Caltrans and the Commission have entered into the Cooperative Agreement
No. 16-31-038-00 for Design-Build of the I-15 Express Lanes Project on May 31, 2016, as
required by Public Contract Code Section 6821, by and between the Commission and Caltrans
(as further defined herein, the “Caltrans DB Cooperative Agreement”);
WHEREAS, Caltrans served as lead agency for environmental review, analysis and
approval of the I-15 Express Lanes Project pursuant to the requirements of the California
Environmental Quality Act (“CEQA”), and in such capacity prepared a Mitigated Negative
Declaration and Initial Study (“MND”) for the project;
WHEREAS, Caltrans adopted the MND, adopted an Environmental Commitments
Record (“Mitigation Monitoring and Reporting Program”) and approved the I-15 Express Lanes
Project on May 4, 2016;
WHEREAS, the Commission has completed its environmental assessment of the I-15
Express Lanes Project following consideration of the MND and Mitigation Monitoring and
Reporting Program, and has approved Resolution No. 06-012 on July 13, 2016, adopting the
Mitigation Monitoring and Reporting Program and approving the I-15 Express Lanes Project;
WHEREAS, the Commission has submitted an application to the United States
Department of Transportation (the “Department of Transportation”) for Federal project credit
assistance under the Transportation Infrastructure Finance and Innovation Act, codified under
Sections 601-609 of title 23 of the United States Code, and the Commission anticipates full
approval for project credit assistance in an original amount (excluding compounded interest) of
not to exceed one hundred sixty-five million dollars ($165,000,000) (the “TIFIA Loan”), to fund
a portion of the I-15 Express Lanes Project;
WHEREAS, that certain Master Indenture, dated as of July 1, 2017 (the “Toll Revenue
Bond Indenture”), by and between the Commission and U.S. Bank National Association (the
“Toll Trustee”), will secure the Commission’s obligation to repay the TIFIA Loan from Toll
Revenues pursuant to the terms of the Toll Revenue Bond Indenture as supplemented by a First
Supplemental Indenture (the “First Supplemental Indenture”) and a loan agreement to be entered
into by and between the Commission and the Department of Transportation (the “TIFIA Loan
Agreement”);
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WHEREAS, if the TIFIA Loan is not obtained, the Commission will issue Toll Revenue
Bonds (the “Toll Revenue Bonds”) under the Toll Revenue Bond Indenture and the First
Supplemental Indenture will secure the repayment of Toll Revenue Bonds;
WHEREAS, the Commission hereby determines to issue its Toll Revenue Bond, 2017
TIFIA Series, (the “TIFIA Toll Bond” and collectively, with the Toll Revenue Bonds, the “Toll
Obligation”) in a principal amount not to exceed one hundred sixty-five million dollars
($165,000,000) under the Toll Revenue Bond Indenture to evidence the principal and interest
obligations payable from the Toll Revenues;
WHEREAS, the Commission has heretofore issued its Sales Tax Revenue Bonds
(Limited Tax Bonds) in the aggregate principal amount of $756,240,000 (the “Outstanding Sales
Tax Bonds”), pursuant to an indenture, dated as of June 1, 2008, as amended and supplemented,
including by a second supplemental indenture, dated as of October 1, 2009, a third supplemental
indenture, dated as of November 1, 2010, a fourth supplemental indenture, dated as of September
1, 2011, a fifth supplemental indenture, dated as of June 1, 2013, and a sixth supplemental
indenture, dated as of October 1, 2016 (collectively, and as subsequently amended from time to
time, the “Sales Tax Revenue Bond Indenture”), each by and between the Commission and U.S.
Bank National Association, as trustee (the “Sales Tax Trustee”);
WHEREAS, the Commission has heretofore authorized the issuance from time to time
of its Commercial Paper Notes (Limited Tax Bonds), Series A and Series B (the “CP Notes”),
pursuant to an indenture, dated as of March 1, 2005, by and between the Commission and U.S.
Bank National Association, as trustee and an issuing and paying agent agreement, dated as of
March 1, 2005, and a first supplement to issuing and paying agent agreement, dated as of April
1, 2012, each by and between the Commission and U.S. Bank Trust National Association, as
issuing and paying agent (collectively, the “CP Documents”);
WHEREAS, the Commission previously determined pursuant to Resolution No. 13-021
adopted by the Commission on September 11, 2013, to permanently decrease the aggregate
principal amount of CP Notes authorized to be issued and outstanding pursuant to the CP
Documents to the Series A Notes in an amount not to exceed sixty million dollars ($60,000,000)
and amended related agreements in connection therewith and it may be necessary to further
amend the CP Documents to decrease or eliminate the amount of CP Notes authorized to be
issued or replace the existing letter of credit providing credit and liquidity support for the CP
Notes;
WHEREAS, the Commission hereby determines that one or more new series or
subseries of bonds in an aggregate principal amount not to exceed two hundred eighteen million
seven hundred sixty thousand dollars ($218,760,000) and payable on a parity with the
Outstanding Sales Tax Bonds is necessary in order to finance (i) funds for portions of the I-15
Express Lanes Project authorized in the Expenditure Plan, including the reimbursement of prior
Commission expenditures on such project (ii) funds related to the construction or operation of
the portions of the State Highway Route 91 between the Orange and Riverside County line to the
west and State Highway Route 15 to the east (the “Riverside SR-91 Corridor Improvement
Project”) authorized in the Expenditure Plan, (iii) the refunding of all or a portion of the
outstanding CP Notes, and (iv) the costs of issuance incurred in connection with such bonds, and
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the Commission has determined that such bonds in an amount not to exceed such principal
amount or such lesser principal amount as when combined with the then Outstanding Sales Tax
Revenue Bonds and the obligations under the CP Documents will not exceed the aggregate
amount of $975,000,000 shall be issued, secured by the Sales Tax Revenues and entitled,
“Riverside County Transportation Commission Sales Tax Revenue Bonds (Limited Tax Bonds),
Series 2017” (the “Series 2017 Sales Tax Bonds”);
WHEREAS, the Series 2017 Sales Tax Bonds authorized herein are subject to Chapter 9
of Title 10 of Part 2 of the Code of Civil Procedure of the State of California, (Section 860 et
seq.) and, pursuant thereto, will be conclusively valid and binding on the sixty-first day
following the approval and adoption of this Resolution by the Commission absent any action
taken thereunder by any interested party;
WHEREAS, the Commission has heretofore expended approximately $62,000,000 of its
Sales Tax Revenues on the I-15 Express Lanes Project and expects that an additional allocation
of Sales Tax Revenues, in an aggregate amount not expected to exceed sixty-four million dollars
($64,000,000]) (the “Additional Allocation”), may be required to support the Toll Bond
financing of the I-15 Express Lanes Project, in accordance with the terms of the Toll Revenue
Bonds Indenture, in order to obtain federal support in the form of the TIFIA Loan and provide
for initial operations;
WHEREAS, the Commission has projected approximately $95,312,000 of additional
costs related to the Riverside SR-91 Corridor Improvement Project related primarily to increased
right of way acquisition costs;
WHEREAS, the following documents have been prepared and presented to the
Commission (collectively, the “Project Financing Documents”):
(1) a proposed form of Seventh Supplemental Indenture (the “Seventh
Supplemental Sales Tax Revenue Bond Indenture”), by and between the
Commission and the Sales Tax Trustee, providing for the issuance of the
Series 2017 Sales Tax Bonds;
(2) a proposed form of bond purchase agreement setting forth the terms of
sale of the Series 2017 Sales Tax Bonds (the “Sales Tax Purchase
Contract”), in an aggregate principal amount not to exceed two hundred
eighteen million seven hundred sixty thousand dollars ($218,760,000),
which the Commission proposes to enter into with Bank of America
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs &
Co., and Barclays Capital, Inc., as representatives, acting on behalf of
themselves and Academy Securities and Fidelity Capital Markets
(collectively, the “Sales Tax Bond Underwriters”);
(3) a proposed form of official statement in preliminary form to be distributed
in connection with the offering and sale of the Series 2017 Sales Tax
Bonds (the “Official Statement”);
(4) a proposed form of Continuing Disclosure Agreement to be executed and
delivered by the Commission to assist the Sales Tax Bond Underwriters in
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satisfying their respective obligations under Rule 15c2-12 promulgated by
the Securities and Exchange Commission;
(5) a proposed form of Toll Revenue Bond Indenture and First Supplemental
Indenture, each by and between the Commission and the Toll Trustee; and
(6) a proposed form of TIFIA Loan Agreement, by and between the
Commission and the Department of Transportation, providing the
repayment terms of the TIFIA Loan and related covenants; and
WHEREAS, the Commission has been presented with proposed forms of the Project
Financing Documents relating to the financing described herein (the “Project Financing”), and
the Commission has examined and approved each document and desires to authorize and direct
the execution of such documents as are specified herein and such other documents as are
necessary in connection with the Project Financing and to authorize and direct the consummation
of such financing;
NOW THEREFORE, THE RIVERSIDE COUNTY TRANSPORTATION
COMMISSION RESOLVES:
Section 1. The Commission finds and determines that the foregoing recitals are true
and correct and makes them an effective part of this Resolution by incorporating them herein by
reference.
Section 2. The issuance by the Commission of not to exceed $218,760,000 aggregate
principal amount of Riverside County Transportation Commission Sales Tax Revenue Bonds
(Limited Tax Bonds), Series 2017, or such lesser principal amount as when combined with the
then Outstanding Sales Tax Revenue Bonds and the obligations under the CP Documents will
not exceed the aggregate amount of $975,000,000, in accordance with the provisions set forth in
the Sales Tax Revenue Bond Indenture and the Seventh Supplemental Sales Tax Revenue Bond
Indenture, in one or more series or subseries, is hereby authorized and approved.
Section 3. The proposed form of Seventh Supplemental Sales Tax Revenue Bond
Indenture presented to this meeting and the terms and conditions thereof are hereby approved.
The structure, date, maturity date or dates (not to exceed June 1, 2039), fixed interest rate or rates
(such rates not to exceed a maximum of 6.00% per annum), interest payment dates, forms,
registration privileges, place or places of payment, terms of redemption, mandatory purchase,
additional series designation and number thereof and other terms of the Series 2017 Sales Tax
Bonds shall be (subject to the foregoing limitations) as provided in the Sales Tax Revenue Bond
Indenture and the Seventh Supplemental Sales Tax Revenue Bond Indenture as finally executed
and delivered.
The Executive Director is hereby authorized and directed, for and in the name and on
behalf of the Commission, to execute and deliver the Seventh Supplemental Sales Tax Revenue
Bond Indenture, in substantially said form, with such changes therein as the officer executing the
same may require or approve, such approval to be conclusively evidenced by the execution and
delivery thereof.
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Section 4. The proposed form of Purchase Contract presented to this meeting and the
terms and conditions thereof are hereby approved. The Executive Director is hereby authorized
and directed, for and in the name and on behalf of the Commission, to sell the Series 2017 Sales
Tax Bonds to the Sales Tax Bond Underwriters pursuant to the Purchase Contract, with the Sales
Tax Bond Underwriters’ compensation not to exceed 1.00% of the principal amount of the Series
2017 Sales Tax Bonds, and to execute and deliver the Purchase Contract, in substantially said
form, with such changes therein as the officer executing the same may require or approve, such
approval to be conclusively evidenced by the execution and delivery thereof.
Section 5. The proposed form of Official Statement presented to this meeting is
hereby approved. The Executive Director is hereby authorized and directed to execute and
deliver the Official Statement in substantially said form with such changes, insertions and
deletions as may be approved by the Executive Director, said execution being conclusive
evidence of such approval; and the Executive Director is hereby authorized to execute a
certificate confirming that the Official Statement in preliminary form is “deemed final” by the
Commission for purposes of Securities and Exchange Commission Rule 15c2-12. The
distribution by the Sales Tax Bond Underwriters of copies of the Official Statement in final form
to all actual purchasers of the Series 2017 Sales Tax Bonds, and the distribution by the Sales Tax
Bond Underwriters of the Official Statement in preliminary form to potential purchasers of the
Series 2017 Sales Tax Bonds, is hereby authorized and approved.
Section 6. The proposed form of Continuing Disclosure Agreement presented to this
meeting is hereby approved. The Executive Director is hereby authorized and directed, for and
in the name and on behalf of the Commission, to execute and deliver the Continuing Disclosure
Agreement in substantially said form, with such changes therein as such officer executing the
same may require or approve, such approval to be conclusively evidenced by the execution and
delivery thereof.
Section 7. The proposed form of TIFIA Loan Agreement presented to this meeting
and the terms and conditions thereof are hereby approved. The issuance of the Toll Obligation in
the principal amount not to exceed $165,000,000, the structure, date, maturity date (not to exceed
the date that is thirty-five (35) years after the projected date of substantial completion of the I-15
Express Lanes Project), fixed interest rate or rates (such rates not to exceed a maximum of 8.00%
per annum), interest payment dates and provisions (including deferred and compounded interest),
place or places of payment, terms of prepayment and other terms of the Toll Obligation shall be
(subject to the foregoing limitations) as provided in the TIFIA Loan Agreement or, in the
alternative, the Toll Revenue Bonds and the Toll Revenue Bond Indenture, as finally executed
and delivered.
The Executive Director is hereby authorized and directed, for and in the name and on
behalf of the Commission, to execute and deliver the Toll Obligation, in substantially said form,
with such changes therein as the officer executing the same may require or approve, such
approval to be conclusively evidenced by the execution and delivery thereof. The Executive
Director is hereby further authorized and directed, for and in the name and on behalf of the
Commission, to execute and deliver any additional documents, including the First Supplemental
Toll Revenue Bond Indenture, which the Executive Director may deem necessary or desirable,
following consultation with bond counsel to the Commission, to establish the TIFIA Loan
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Agreement as a Toll Revenue Bond or to issue Toll Revenue Bonds, secured and payable upon
the terms set forth in the TIFIA Loan Agreement (if executed) and the Toll Revenue Bond
Indenture.
Section 8. The Toll Revenue Bond Indenture and the First Supplemental Indenture,
as presented to this meeting, and the terms and conditions thereof are hereby approved. The
structure, date, maturity date or dates (not to exceed 35 years following the date on which the
Toll Road is opened for public use), fixed or variable interest rate or rates (such rates not to
exceed a maximum of 8% per annum, or methods of determining the same, interest payment
dates, forms, registration privileges, place or places of payment, terms of redemption, tender,
mandatory purchase, additional series designation and number thereof and other terms of the Toll
Obligation, shall as provided in the Toll Revenue Bond Indenture and First Supplemental
Indenture, as finally executed and delivered.
The Executive Director is hereby authorized and directed, for and in the name and on
behalf of the Commission, to execute and deliver the Toll Revenue Bond Indenture, including
the Master Indenture and the First Supplemental Indenture, in substantially said forms, with such
additional changes therein as the officer executing the same may require or approve, including,
without limitation, changes as may be necessary to assign, pledge or mortgage the Commission’s
right, title and interest, to the extent permitted by law, in any agreements relating to the Toll
Road, including, without limitation, the design, construction, operation and maintenance thereof,
such approval to be conclusively evidenced by the execution and delivery thereof.
Section 9. Each of the Executive Director, the Deputy Executive Director of the
Commission or the Chief Financial Officer of the Commission, acting singly (each an
“Authorized Officer”), is hereby authorized and directed to give all approvals, consents,
directions, notices, orders and requests, and to take any other actions permitted by or required
under the letter of credit providing credit and liquidity support for outstanding CP Notes and all
documents related thereto, including, without limitation, to terminate the CP Program, decrease
the aggregate principal amount of CP Notes support provided by, or execute and deliver any
amendment to or replacement of, any such letters of credit or such related documents as may be
necessary or desirable in connection with the refunding or defeasance of the outstanding CP
Notes upon the issuance of the Series 2017 Bonds without further authorization or direction by
the Commission.
Section 10. Each Authorized Officer is hereby authorized and directed to enter into or
to instruct the Sales Tax Trustee to enter into one or more investment agreements (hereinafter
collectively referred to as the “Investment Agreement”) providing for the investment of moneys
in any of the funds and accounts created under the Sales Tax Revenue Bond Indenture, including
the Seventh Supplemental Sales Tax Revenue Bond Indenture, on such terms as the Authorized
Officer executing the same shall deem appropriate. Pursuant to Section 5922 of the California
Government Code, the Commission hereby finds and determines that the Investment Agreement
will reduce the amount and duration of interest rate risk with respect to amounts invested
pursuant to the Investment Agreement and is designed to reduce the amount or duration of
payment, rate, spread or similar risk or result in a lower cost of borrowing when used in
combination with the Series 2017 Sales Tax Bonds, or enhance the relationship between risk and
return with respect to investments.
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Section 11. All approvals, consents, directions, notices, orders, requests and other
actions permitted or required by any of the documents authorized by this Resolution, whether
before or after the issuance of the Series 2017 Sales Tax Bonds, including, without limitation,
any amendment of any of the documents authorized by this Resolution, or other agreements
related thereto or related to the CP Notes or the TIFIA Loan, and any of the foregoing that may
be necessary or desirable in connection with any investment of proceeds of the Series 2017 Sales
Tax Bonds, or in connection with the addition, substitution or replacement of underwriters, or
any agreements with consultants, paying agents, escrow agents or verification agents, the
removal or replacement of the Sales Tax Trustee or Toll Trustee or any similar action may be
given or taken by an Authorized Officer, without further authorization or direction by the
Commission, and each Authorized Officer, acting singly, is hereby authorized and directed to
give any such approval, consent, direction, notice, order, request, or other action and to execute
such documents and take any such action which such Authorized Officer may deem necessary or
desirable to further the purposes of this Resolution.
Section 12. All actions heretofore taken by the officers and agents of the Commission
with respect to the Project Financing and the issuance and sale of the Series 2017 Sales Tax
Bonds, are hereby ratified, confirmed and approved. If at the time of execution of any of the
documents authorized herein, the Executive Director is unavailable, such documents may be
executed by the Deputy Executive Director of the Commission or the Chief Financial Officer in
lieu of the Executive Director. The Chair of the Board or, in the absence of such official, a Vice
Chair of the Board, is hereby authorized to execute and deliver the Series 2017 Sales Tax Bonds
and the Toll Bond, 2017 TIFIA Series or the Toll Revenue Bonds. The Chief Financial Officer
of the Commission shall act as the Auditor-Controller of the Commission for execution of the
Series 2017 Sales Tax Bonds and is hereby authorized to execute and attest to the execution of
the Series 2017 Sales Tax Bonds and to countersign the Toll Bond. The Clerk of the Board is
hereby authorized to attest to the execution by an Authorized Officer of any of such documents
as said officers deem appropriate.
The officers and agents of the Commission are hereby authorized and directed, jointly
and severally, for and in the name and on behalf of the Commission, to adopt or amend written
procedures relating to its bonds and to do any and all things and to take any and all actions and to
execute and deliver any and all agreements, certificates and documents, including, without
limitation, signature certificates, certificates concerning the contents of the Official Statement
and the representations and warranties in the Purchase Contract, any tax certificates or
agreements, any agreements for depository or verification services, and any agreements for
rebate compliance services, which they, or any of them, may deem necessary or advisable in
order to consummate the Project Financing and the issuance and sale of the Series 2017 Sales
Tax Bonds and otherwise to carry out, give effect to and comply with the terms and intent of the
Ordinance, this Resolution, the Act, the Sales Tax Act, the Series 2017 Sales Tax Bonds, the
TIFIA Loan and the other documents approved hereby.
Section 13. This Resolution shall take effect immediately upon its adoption and
approval.
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APPROVED AND ADOPTED by the Riverside County Transportation Commission at
its meeting on [May 10, 2017].
By:
Chairman, Board of Commissioners
ATTEST:
By: ______________________________
Clerk of the Board of the Commission
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CERTIFICATE OF THE CLERK OF THE BOARD OF THE
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
I, Jennifer Harmon, Clerk of the Board of the Riverside County Transportation
Commission (the “Commission”), hereby certify that the foregoing is a full, true and correct
copy of a resolution duly adopted by at least a two-thirds vote of the Commission at a meeting of
the governing board of said Commission duly and regularly held in Riverside, California, on
[May 10, 2017], of which meeting all of the members of said Commission had due notice.
I further certify that I have carefully compared the foregoing copy with the original
minutes of said meeting on file and of record in my office; that said copy is a full, true and
correct copy of the original resolution adopted at said meeting and entered in said minutes; and
that said resolution has not been amended, modified, rescinded or revoked in any manner since
the date of its adoption, and the same is now in full force and effect.
I further certify that an agenda of said meeting was posted at least 72 hours before said
meeting at a location in Riverside, California, freely accessible to the public and a brief general
description of the resolution to be adopted at said meeting appeared on said agenda.
IN WITNESS WHEREOF, I have executed this certificate hereto as of this date,
__________, 2017.
By
Clerk
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04/13/17
36472210.5 11504119
PRELIMINARY OFFICIAL STATEMENT DATED ________, 2017
NEW ISSUE—BOOK-ENTRY ONLY RATINGS:
S&P: “___”
[DAC Logo] Fitch: “___”
See “RATINGS” herein
In the opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the Commission, based upon an
analysis of existing laws, regulations, rulings and court decisions, and assuming, among other matters, the accuracy
of certain representations and compliance with certain covenants, interest on the 2017 Bonds is excluded from gross
income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 and is exempt from
State of California personal income taxes. In the further opinion of Bond Counsel, interest on the 2017 Bonds is not
a specific preference item for purposes of the federal individual or corporate alternative minimum taxes, although
Bond Counsel observes that such interest is included in adjusted current earnings when calculating corporate
alternative minimum taxable income. Bond Counsel expresses no opinion regarding any other tax consequences
related to the ownership or disposition of, or the amount, accrual or receipt of interest on, the 2017 Bonds. See
“TAX MATTERS.”
$__________*
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
Sales Tax Revenue Bonds
(Limited Tax Bonds)
2017 Series A
Dated: Date of Delivery Due: June 1, as shown on inside cover
The Sales Tax Revenue Bonds described above (the “2017 Bonds”) are being issued by the Riverside County
Transportation Commission (the “Commission”) pursuant to an Indenture, dated as of June 1, 2008, between the
Commission and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented, including as
supplemented by a Seventh Supplemental Indenture, dated as of July 1, 2017, between the Commission and the
Trustee (collectively, the “Indenture”). The proceeds of the 2017 Bonds will be applied to (i) pay a portion of the
costs of the I-15 Express Lanes Project (as defined herein), (ii) pay a portion of the costs for the Riverside SR-91
Corridor Improvement Project (as defined herein), (iii) retire all or a portion of the outstanding Notes (as defined
herein), and (iv) pay the costs of issuance of the 2017 Bonds. See “PLAN OF FINANCE” and “ESTIMATED
SOURCES AND USES OF PROCEEDS.”
Interest on the 2017 Bonds will be payable on each June 1 and December 1, commencing December 1, 2017.
The 2017 Bonds are initially being issued as fully registered bonds without coupons in the denominations of $5,000
and any integral multiple thereof. The 2017 Bonds will be registered in the name of Cede & Co., as holder of the
2017 Bonds and nominee for The Depository Trust Company (“DTC”). Purchasers will not receive physical
certificates representing their interest in the 2017 Bonds purchased. The principal or redemption price of and interest
on the 2017 Bonds are payable by wire transfer to DTC which, in turn, is obligated to remit such principal,
redemption price or interest to DTC Participants for subsequent disbursement to the Beneficial Owners of the 2017
Bonds.
The 2017 Bonds will be subject to redemption as described herein. See “THE 2017 BONDS” herein.
The 2017 Bonds are limited obligations of the Commission payable from and secured solely by a pledge of the
Revenues (which is defined herein and which primarily consists of the receipts from the imposition in the County of
Riverside, California of a ½-cent sales tax that became effective on July 1, 2009 (the “Sales Tax”), less certain
administrative fees paid to the California State Board of Equalization), as described herein. The Sales Tax was
approved by more than a two-thirds vote of the electorate of the County of Riverside on November 5, 2002 and is
scheduled to expire on June 30, 2039.
The 2017 Bonds are secured by a pledge of the Revenues on a parity with the 2009 Bonds, the 2010 Bonds and
the 2013 Bonds (each as defined herein) and any Additional Bonds and Parity Obligations issued or incurred under
the Indenture. See “SECURITY AND SOURCES OF PAYMENT FOR THE 2017 BONDS – Additional Bonds
and Parity Obligations” and “OTHER SALES TAX OBLIGATIONS – Existing Bonds.”
*Preliminary, subject to change.This Preliminary Official Statement and the information contained herein are subject to completion or amendment. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. ATTACHMENT 2
48
36472210.5
NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE COUNTY OF RIVERSIDE,
THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION OR PUBLIC AGENCY THEREOF,
OTHER THAN THAT OF THE COMMISSION TO THE EXTENT OF THE PLEDGE OF THE REVENUES, IS
PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE 2017 BONDS.
This cover page contains certain information for general reference only. It is not a summary of the
security or terms of this issue. Investors must read the entire Official Statement to obtain information
essential to make an informed investment decision with respect to the 2017 Bonds.
The 2017 Bonds are offered when, as and if issued and received by the Underwriters, subject to the approval of
validity by Orrick, Herrington & Sutcliffe LLP as Bond Counsel to the Commission, and certain other conditions.
Certain legal matters will be passed on for the Commission by Norton Rose Fulbright US LLP, Los Angeles,
California, as Disclosure Counsel, and by Best Best & Krieger LLP, Riverside, California, the Commission’s
General Counsel. It is anticipated that the 2017 Bonds will be available for delivery through the book-entry facilities
of DTC on or about __________, 2017.
BofA Merrill Lynch Goldman, Sachs & Co.
Barclays
Academy Securities Fidelity Capital Markets
Dated: ___________, 2017
49
36472210.5
MATURITY SCHEDULE
$___________*
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
Sales Tax Revenue Bonds
(Limited Tax Bonds)
2016 Series A
$__________ Serial Bonds
Maturity Date
(June 1)
Principal
Amount
Interest
Rate
Price
Yield
CUSIP†
( )
$______ ____% Term Bonds due June 1, 20__ - Price: _________%, Yield: ____%
CUSIP †: __________
________________________________
* Preliminary, subject to change.
† CUSIP is a registered trademark of the American Bankers Association. The CUSIP data herein are
provided by CUSIP Global Services, managed on behalf of the American Bankers Association by
Standard & Poor’s. The CUSIP numbers are not intended to create a database and do not serve in any way
as a substitute for CUSIP service. CUSIP numbers have been assigned by an independent company not
affiliated with the Commission and are provided solely for convenience and reference. The CUSIP
numbers for a specific maturity are subject to change after the issuance of the 2017 Bonds. The
Commission and the Municipal Advisor are not responsible for the selection or accuracy of the CUSIP
numbers set forth herein.
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36472210.5
No dealer, salesman or any other person has been authorized by the Riverside County
Transportation Commission (the “Commission”) to give any information or to make any
representations, other than those contained in this Official Statement, and, if given or made, such
other information or representations must not be relied upon as having been authorized by the
Commission.
This Official Statement does not constitute an offer to sell or the solicitation of an offer to
buy nor shall there be any sale of the 2017 Bonds by a person in any jurisdiction in which it is
unlawful for such person to make such an offer, solicitation or sale. This Official Statement is
not to be construed as a contract with the purchasers of the 2017 Bonds. Neither the delivery of
this Official Statement nor the sale of any of the 2017 Bonds implies that the information herein
is correct as of any time subsequent to the date hereof. The information and expressions of
opinion herein are subject to change without notice, and neither the delivery of this Official
Statement nor any sale made hereunder shall, under any circumstances, create the implication
that there has been no change in the matters described herein since the date hereof. This Official
Statement is submitted in connection with the sale of securities referred to herein and may not be
reproduced or be used, as a whole or in part, for any other purpose.
The information set forth herein has been obtained from the Commission and other
sources believed to be reliable. The information and expressions of opinions herein are subject
to change without notice and neither delivery of the Official Statement nor any sale made
hereunder shall, under any circumstances, create any implication that there has been no change in
the affairs of the Commission since the date hereof. All summaries contained herein of the
Indenture (as defined herein) or other documents are made subject to the provisions of such
documents and do not purport to be complete statements of any or all of such provisions. All
statements made herein are made as of the date of this document by the Commission except
statistical information or other statements where some other date is indicated in the text.
The Underwriters have provided the following sentence for inclusion in this Official
Statement. The Underwriters have reviewed the information in this Official Statement in
accordance with, and as part of, their responsibilities to investors under the federal securities
laws as applied to the facts and circumstances of this transaction, but the Underwriters do not
guarantee the accuracy or completeness of such information.
In connection with the offering of the 2017 Bonds, the Underwriters in connection with
any reoffering may over-allot or effect transactions which stabilize or maintain the market price
of the 2017 Bonds at a level above that which might otherwise prevail in the open market. Such
stabilizing, if commenced, may be discontinued at any time. The Underwriters in connection
with any reoffering may offer and sell the 2017 Bonds to certain dealers, institutional investors
and others at prices lower than the public offering prices stated on the inside cover page hereof
and such public offering prices may be changed from time to time by the Underwriters.
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36472210.5
FORWARD-LOOKING STATEMENTS
Certain statements included or incorporated by reference in this Official Statement
constitute forward-looking statements. Such statements are generally identifiable by the
terminology used such as “plan,” “expect,” “estimate,” “project,” “budget” or other similar
words. The achievement of certain results or other expectations contained in such forward-
looking statements involve known and unknown risks, uncertainties and other factors which may
cause actual results, performance or achievements described to be materially different from any
future results, performance or achievements expressed or implied by such forward-looking
statements. No assurance is given that actual results will meet the forecasts of the Commission
in any way, regardless of the level of optimism communicated in the information. The
Commission is not obligated to issue any updates or revisions to the forward-looking statements
if or when its expectations, or events, conditions or circumstances on which such statements are
based occur.
52
36472210.5
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
BOARD MEMBERS
John F. Tavaglione (County of Riverside), Chair
Dana Reed (City of Indian Wells), Vice Chair
Chuck Washington (County of Riverside), 2nd Vice Chair
Marion Ashley (County of Riverside) Robert Radi (City of La Quinta)
To be Appointed (County of Riverside) Bob Magee (City of Lake Elsinore)
Kevin Jeffries (County of Riverside) Neil Winter (City of Menifee)
Deborah Franklin (City of Banning) Victoria Baca (City of Moreno Valley)
Nancy Carroll (City of Beaumont) Rick Gibbs (City of Murrieta)
Joseph DeConinck (City of Blythe) Berwin Hanna (City of Norco)
Jim Hyatt (City of Calimesa) Jan Harnik (City of Palm Desert)
Dawn Haggerty (City of Canyon Lake) Ginny Foat (City of Palm Springs)
Greg Pettis (City of Cathedral City) Michael M. Vargas (City of Perris)
Steven Hernandez (City of Coachella) Ted Weill (City of Rancho Mirage)
Karen Spiegel (City of Corona) Rusty Bailey (City of Riverside)
Scott Matas (City of Desert Hot Springs) Andrew Kotyuk (City of San Jacinto)
Adam Rush (City of Eastvale) Michael S. Naggar (City of Temecula)
Linda Krupa (City of Hemet) Ben Benoit (City of Wildomar)
Michael Wilson (City of Indio) John Bulinski (Caltrans District 8)
Brian Berkson (City of Jurupa Valley)
MANAGEMENT
Executive Director
Anne Mayer
Deputy Executive Director
John Standiford
Chief Financial Officer
Theresia Trevino
SPECIAL SERVICES
Municipal Advisor
Fieldman, Rolapp & Associates
Irvine, California
Bond Counsel
Orrick, Herrington & Sutcliffe LLP
San Francisco, California
Disclosure Counsel
Norton Rose Fulbright US LLP
Los Angeles, California
Trustee
U.S. Bank National Association
Los Angeles, California
53
TABLE OF CONTENTS
Page
36472210.5 i
INTRODUCTION ......................................................................................................................... 1
General ............................................................................................................................... 1
The Commission ................................................................................................................ 1
Authority for Issuance........................................................................................................ 2
Purpose and Application of Proceeds ................................................................................ 2
The 2017 Bonds ................................................................................................................. 2
Security for the 2017 Bonds .............................................................................................. 2
No Reserve Fund................................................................................................................ 3
Continuing Disclosure ....................................................................................................... 3
References .......................................................................................................................... 3
THE 2017 BONDS ........................................................................................................................ 4
General ............................................................................................................................... 4
Redemption of 2017 Bonds ............................................................................................... 4
Selection of 2017 Bonds for Redemption .......................................................................... 5
Notice of Redemption ........................................................................................................ 5
Purchase In Lieu of Redemption ........................................................................................ 6
PLAN OF FINANCE ..................................................................................................................... 6
General ............................................................................................................................... 6
I-15 Express Lanes Project ................................................................................................ 6
Riverside SR-91 Corridor Improvement Project ............................................................... 7
ESTIMATED SOURCES AND USES OF PROCEEDS .............................................................. 9
DEBT SERVICE SCHEDULE.................................................................................................... 10
SECURITY AND SOURCES OF PAYMENT FOR THE 2017 BONDS .................................. 11
Limited Obligation ........................................................................................................... 11
Pledge of Revenues .......................................................................................................... 11
Revenue Fund; Allocation of Revenues .......................................................................... 12
No Reserve Fund.............................................................................................................. 15
Additional Bonds and Parity Obligations ........................................................................ 15
OTHER SALES TAX OBLIGATIONS ...................................................................................... 17
Existing Bonds ................................................................................................................. 17
BofA Swap Agreement .................................................................................................... 18
Subordinate Obligations................................................................................................... 19
Limitation on Outstanding Sales Tax Obligations ........................................................... 20
THE SALES TAX ....................................................................................................................... 20
General ............................................................................................................................. 20
Collection of Sales Tax Revenues ................................................................................... 21
Historical Sales Tax Revenues......................................................................................... 22
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TABLE OF CONTENTS
(continued)
Page
36472210.5 ii
RIVERSIDE COUNTY TRANSPORTATION COMMISSION ................................................ 23
General ............................................................................................................................. 23
State Route 91 .................................................................................................................. 24
The Transportation Expenditure Plan .............................................................................. 24
Commissioners ................................................................................................................. 25
Executive Staff ................................................................................................................. 25
Cash and Investments ...................................................................................................... 26
Debt Management Policy ................................................................................................. 26
THE I-15 EXPRESS LANES PROJECT .................................................................................... 27
RISK FACTORS ......................................................................................................................... 27
Economic Conditions ....................................................................................................... 27
Investments ...................................................................................................................... 27
Parity with Liquidity Facility Bonds................................................................................ 28
The Sales Tax ................................................................................................................... 28
Increased Internet Use May Reduce Sales Tax Revenues ............................................... 28
Proposition 218 ................................................................................................................ 28
Further Initiatives ............................................................................................................. 29
Loss of Tax Exemption .................................................................................................... 29
Reduction in Subsidy Payments....................................................................................... 29
Financial and Operating Risks of the Riverside SR-91 Corridor Improvement
Project and the I-15 Express Lanes Project ......................................................... 30
Impact of Bankruptcy of the Commission ....................................................................... 30
FINANCIAL STATEMENTS ..................................................................................................... 32
LITIGATION ............................................................................................................................... 32
TAX MATTERS .......................................................................................................................... 32
CERTAIN LEGAL MATTERS .................................................................................................. 34
RATINGS .................................................................................................................................... 35
UNDERWRITING ...................................................................................................................... 35
MUNICIPAL ADVISOR............................................................................................................. 36
CONTINUING DISCLOSURE ................................................................................................... 36
MISCELLANEOUS .................................................................................................................... 36
A
55
TABLE OF CONTENTS
(continued)
Page
36472210.5 iii
PPENDIX A – COMMISSION AUDITED FINANCIAL STATEMENTS FOR
FISCAL YEAR ENDED JUNE 30, 2016.................................................... A-1
APPENDIX B – COUNTY OF RIVERSIDE DEMOGRAPHIC AND ECONOMIC
INFORMATION.......................................................................................... B-1
APPENDIX C – SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE ......... C-1
APPENDIX D – FORM OF CONTINUING DISCLOSURE AGREEMENT ....................... D-1
APPENDIX E – BOOK-ENTRY SYSTEM ........................................................................... E-1
APPENDIX F – FORM OF BOND COUNSEL OPINION ................................................... F-1
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36472210.5 1
OFFICIAL STATEMENT
$___________*
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
Sales Tax Revenue Refunding Bonds
(Limited Tax Bonds)
2016 Series A
INTRODUCTION
General
This Official Statement, which includes the cover page and the appendices hereto, sets
forth certain information in connection with the offering by the Riverside County Transportation
Commission (the “Commission”) of $__________* principal amount of Riverside County
Transportation Commission Sales Tax Revenue Refunding Bonds (Limited Tax Bonds), 2016
Series A (the “2017 Bonds”). As used herein, the term “Bonds” means any Bonds, including the
2017 Bonds, issued pursuant to the Indenture (as defined below). All capitalized terms used and
not otherwise defined herein shall have the meanings assigned to such terms in “APPENDIX C –
SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE.”
The Commission
The Commission is a county transportation commission duly organized and existing
pursuant to the County Transportation Commissions Act, being Division 12 of the Public
Utilities Code of the State of California (Section 130000 et seq.). The Commission began to
oversee the funding and coordination of public transportation services in 1977 within the County
of Riverside (the “County”). The Commission serves as the tax authority and implementation
agency for the voter-approved Measure A Transportation Improvement Program, which imposes
a ½-cent sales tax within the County to fund transportation improvements. See “RIVERSIDE
COUNTY TRANSPORTATION COMMISSION.”
The County was organized in 1893 from territory in San Bernardino and San Diego
Counties and encompasses 7,177 square miles. The County is bordered on the north by San
Bernardino County, on the east by the State of Arizona, on the south by San Diego and Imperial
Counties and on the west by Orange and San Bernardino Counties. The County is the fourth
largest county (by area) in the State of California (the “State”) and stretches 185 miles from the
Arizona border to within 20 miles of the Pacific Ocean. There are 28 incorporated cities in the
County. According to the State Department of Finance, Demographic Research Unit, the
County’s population was estimated at 2,360,727 as of July 1, 2016. See “APPENDIX B –
COUNTY OF RIVERSIDE DEMOGRAPHIC AND ECONOMIC INFORMATION.”
* Preliminary, subject to change.
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36472210.5 2
Authority for Issuance
The 2017 Bonds are being issued by the Commission under and pursuant to the Riverside
County Transportation Sales Tax Act, being Division 25 of the Public Utilities Code of the State
of California (Section 240000 et seq.) (the “Act”), Article 10 and Article 11 of Chapter 3 of Part
1 of Division 2 of Title 5 of the California Government Code (Section 53570 et seq.), the
Transportation Expenditure Plan and Retail Transaction and Use Tax Ordinance (the
“Ordinance”), adopted by the Commission on May 8, 2002 and approved by more than two-
thirds of electors of the County voting on such proposition in the November 5, 2002 election, and
any amendments or extensions thereto (collectively, and together with the Act, the “Law”); and
an Indenture, dated as of June 1, 2008 (the “2008 Indenture”), as supplemented and amended to
the date hereof, including as supplemented by a Seventh Supplemental Indenture, dated as of
July 1, 2017 (the “Seventh Supplemental Indenture” and, together with the 2008 Indenture, as
supplemented and amended, the “Indenture”), each between the Commission and U.S. Bank
National Association, as trustee (the “Trustee”).
At a special election held in the County on November 2, 2010, an amendment to the
Ordinance increasing the limitation on the outstanding amount of the Commission’s bonds
secured by Sales Tax Revenues from $500 million to $975 million was approved by a majority
of those voting on the proposition. See “OTHER SALES TAX OBLIGATIONS – Limitation on
Outstanding Sales Tax Obligations.”
Purpose and Application of Proceeds
The proceeds of the 2017 Bonds will be applied to (i) pay a portion of the costs of the I-
15 Express Lanes Project (as defined herein), (ii) pay a portion of the costs for the Riverside SR-
91 Corridor Improvement Project (as defined herein), (iii) retire all or a portion of the
outstanding Notes (as defined herein), and (iv) pay the costs of issuance of the 2017 Bonds. See
“PLAN OF FINANCE” and “ESTIMATED SOURCES AND USES OF PROCEEDS.”
The 2017 Bonds
Interest on the 2017 Bonds will be payable on each June 1 and December 1, commencing
December 1, 2017. The 2017 Bonds will be issued as fully registered bonds without coupons in
the denominations of $5,000 and any integral multiple thereof. The 2017 Bonds will be
registered in the name of Cede & Co., as holder of the 2017 Bonds and nominee for The
Depository Trust Company (“DTC”). Purchasers will not receive physical certificates
representing their interest in the 2017 Bonds purchased. The 2017 Bonds will be subject to
redemption prior to their maturity. See “THE 2017 BONDS – Redemption of 2017 Bonds.”
Security for the 2017 Bonds
The 2017 Bonds are limited obligations of the Commission payable from and secured by
certain revenues (the “Revenues”) pledged under the Indenture, including a pledge of revenues
(the “Sales Tax Revenues”) derived from a ½-cent sales tax that became effective on July 1,
2009 (the “Sales Tax”), imposed in the County in accordance with the Law and the California
Transactions and Use Tax Law (Revenue and Taxation Code Section 7251 et seq.), net of an
administrative fee paid to the California State Board of Equalization (the “Board of
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36472210.5 3
Equalization”) in connection with the collection and disbursement of the Sales Tax. The Sales
Tax was approved by more than two-thirds of the electorate of the County on November 5, 2002
and is scheduled to expire on June 30, 2039.
The 2017 Bonds are secured by a pledge of the Revenues on a parity with the
Commission’s Sales Tax Revenue Bonds (Limited Tax Bonds), 2009 Series B and 2009 Series C
(collectively, the “2009 Bonds”), Sales Tax Revenue Bonds (Limited Tax Bonds), 2010 Series A
(Tax-Exempt) and 2010 Series B (Taxable Build America Bonds) (collectively, the “2010
Bonds”), Sales Tax Revenue Bonds (Limited Tax Bonds), 2013 Series A (the “2013 Bonds”) and
Sales Tax Revenue Refunding Bonds (Limited Tax Bonds), 2016 Series A (the “2016 Bonds”),
and any Additional Bonds and Parity Obligations issued or incurred under the Indenture (the the
2009 Bonds, the 2010 Bonds, the 2013 Bonds, the 2016 Bonds and any Additional Bonds are
collectively referred to herein as the “Bonds”). The Bonds are currently Outstanding in the
aggregate principal amount of $756,240,000. The Commission has also executed an interest rate
swap, the scheduled payments of which are payable on a parity with the 2009 Bonds. See
“SECURITY AND SOURCES OF PAYMENT FOR THE 2017 BONDS – Additional Bonds
and Parity Obligations” and “OTHER SALES TAX OBLIGATIONS – Existing Bonds.”
NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE
COUNTY OF RIVERSIDE, THE STATE OF CALIFORNIA OR ANY POLITICAL
SUBDIVISION OR PUBLIC AGENCY THEREOF, OTHER THAN THE COMMISSION TO
THE EXTENT OF THE PLEDGE OF THE REVENUES, IS PLEDGED TO THE PAYMENT
OF THE 2017 BONDS.
No Reserve Fund
The Commission is not funding a reserve fund for the 2017 Bonds. No other Outstanding
Bonds are secured by a reserve fund.
Continuing Disclosure
The Commission will covenant for the benefit of the beneficial owners of the 2017 Bonds
to provide certain financial information and operating data relating to the Commission and
notices of the occurrence of certain enumerated events, if material, to the Municipal Securities
Rulemaking Board (the “MSRB”) pursuant to a Continuing Disclosure Agreement (the
“Continuing Disclosure Agreement”). These covenants are being made in order to assist the
Underwriters of the 2017 Bonds in complying with Rule 15c2-12, as amended (the “Rule”) of
the U.S. Securities and Exchange Commission (the “SEC”) promulgated under the Securities
Exchange Act of 1934, as amended. See “APPENDIX D – FORM OF CONTINUING
DISCLOSURE AGREEMENT.”
References
The descriptions and summaries of the Indenture and various other documents hereinafter
set forth do not purport to be comprehensive or definitive, and reference is made to each such
document for the complete details of all terms and conditions. All statements herein are qualified
in their entirety by reference to each such document, copies of which are available for inspection
at the offices of the Commission.
59
36472210.5 4
THE 2017 BONDS
General
The 2017 Bonds will mature on June 1 in the years and in the principal amounts shown
on the inside cover of this Official Statement. Interest on the 2017 Bonds will be payable on
each June 1 and December 1, commencing December 1, 2017, and will be computed on the basis
of a 360-day year comprised of twelve 30-day months.
Interest on each 2017 Bond will be payable to the registered Holder at such registered
Holder’s address as it appears on the Bond Register from the latest of: (i) such 2017 Bond’s
Issue Date, (ii) the most recent Interest Payment Date to which interest has been paid thereon or
duly provided for, or (iii) if the date of authentication of such 2017 Bond is after a Record Date
but prior to the immediately succeeding Interest Payment Date, the Interest Payment Date
immediately succeeding such date of authentication.
“Record Date” means, with respect to the 2017 Bonds, the fifteenth (15th) day (whether
or not a Business Day) of the month preceding the month in which such Interest Payment Date
occurs.
The 2017 Bonds will be issued as fully registered bonds without coupons in the
denominations of $5,000 and any integral multiple thereof. DTC will act as the initial securities
depository for the 2017 Bonds, which will be issued initially pursuant to a book-entry only
system. See “APPENDIX E – BOOK-ENTRY SYSTEM.” Under the Indenture, the Commission
may appoint a successor securities depository to DTC for the 2017 Bonds. The information
under this caption, “THE 2017 BONDS,” is subject in its entirety to the provisions described in
“APPENDIX E – BOOK-ENTRY SYSTEM” while the 2017 Bonds are in DTC’s book-entry
system.
Redemption of 2017 Bonds *
Optional Redemption. The 2017 Bonds maturing on or after June 1, 20__ shall be
subject to redemption prior to their respective stated maturities, at the option of the Commission,
from any source of available funds, as a whole or in part, on any date on or after _____ 1, 20__
at the principal amount of 2017 Bonds called for redemption plus accrued interest to the date
fixed for redemption, without premium.
Sufficient Funds Required for Optional Redemption. Any optional redemption of 2017
Bonds and notice thereof shall be conditional and rescinded and cancelled if for any reason on
the date fixed for redemption moneys are not available in the Redemption Fund or otherwise
held in trust for such purpose in an amount sufficient to pay in full on said date the principal of,
interest, and any premium due on the 2017 Bonds called for redemption.
* Preliminary, subject to change.
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36472210.5 5
Mandatory Redemption. The 2017 Bonds maturing on June 1, 20__ shall be subject to
mandatory redemption prior to their respective stated maturities, in part, by lot, from Mandatory
Sinking Account Payments on each June 1 that a Mandatory Sinking Account Payment is due as
specified in the following table, in the principal amount equal to the Mandatory Sinking Account
Payment due on such date and at a redemption price equal to 100% of the principal amount
thereof, plus accrued but unpaid interest to the redemption date, without premium.
The Mandatory Sinking Account Payments for the 2017 Bonds maturing on June 1, 20__
(the “2017 Series A Term Bonds”) shall be due in the amounts and on the dates as follows:
Mandatory
Sinking Account
Payments Dates
(June 1)
Mandatory
Sinking Account
Payments
20__ $
20__
20__
20__
20__
20__*
Selection of 2017 Bonds for Redemption
The Commission shall designate which maturities of any 2017 Bonds are to be called for
optional redemption. If less than all 2017 Bonds maturing by their terms on any one date are to
be redeemed at any one time, the Trustee shall select the 2017 Bonds of such maturity date to be
redeemed in any matter that it deems appropriate and fair and shall promptly notify the
Commission in writing of the numbers of the 2017 Bonds so selected for redemption. For
purposes of such selection, 2017 Bonds shall be deemed to be composed of multiples of
minimum Authorized Denominations and any such multiple may be separately redeemed.
“Authorized Denomination” means, with respect to the 2017 Bonds, $5,000 and any integral
multiple thereof. In the event of an optional redemption of the 2017 Series A Term Bonds, the
Commission shall designate the Mandatory Sinking Account Payments, or portions thereof, in an
aggregate amount equal to the principal amount of 2017 Series A Term Bonds so optionally
redeemed, that are to be reduced as allocated to such redemption, and such Mandatory Sinking
Account Payments shall be reduced accordingly.
Notice of Redemption
Each notice of redemption is to be mailed by the Trustee not less than 20 nor more than
90 days prior to the redemption date, to DTC and other parties specified in the Indenture.
Conveyance of notices and other communications by DTC to DTC Direct Participants, by DTC
Direct Participants to DTC Indirect Participants, and by DTC Direct Participants and DTC
Indirect Participants to Beneficial Owners of 2017 Bonds will be governed by arrangements
among them, and the Commission and the Trustee will not have any responsibility or obligation
to send a notice of redemption except to DTC. Failure of DTC to receive any notice of
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36472210.5 6
redemption or any defect therein will not affect the sufficiency of any proceedings for
redemption.
Purchase In Lieu of Redemption
The Commission reserves the right at all times to purchase any of its 2017 Bonds on the
open market. In lieu of mandatory redemption, the Commission may surrender to the Trustee for
cancellation 2017 Bonds purchased on the open market, and such 2017 Bonds shall be cancelled
by the Trustee. If any 2017 Bonds are so cancelled, the Commission may designate the
Mandatory Sinking Account Payments or portions thereof within such Series of the 2017 Series
A Bonds so purchased that are to be reduced as a result of such cancellation.
PLAN OF FINANCE
General
The proceeds of the 2017 Bonds will be applied to (i) pay a portion of the costs of the I-
15 Express Lanes Project (as defined herein), (ii) pay a portion of the costs for the Riverside SR-
91 Corridor Improvement Project (as defined herein), (iii) retire all or a portion of the
outstanding Notes (as defined herein), and (iv) pay the costs of issuance of the 2017 Bonds. See
“ESTIMATED SOURCES AND USES OF PROCEEDS.”
I-15 Express Lanes Project
The “I-15 Express Lanes Project” will add two tolled express lanes in each direction on
I-15 between Cajalco Road and State Route 60 (SR-60), a distance of 14.6 miles. The
Commission expects the project to improve existing and future mobility along the I-15 corridor,
reduce congestion and improve traffic operations, provide a time-saving travel choice with
multiple entry/exit points, expand the tolled express lane network and increase travel time
reliability. Drivers will be able to access and exit the tolled facility at multiple locations. See
“THE I-15 EXPRESS LANES PROJECT.”
The delivery of the 2017 Bonds is conditioned on the prior execution of a TIFIA Loan
Agreement (the “TIFIA Loan Agreement”) between the Commission and the United States
Department of Transportation, acting by and through the Executive Director of the Build
America Bureau (the “TIFIA Lender”), providing for a direct loan under the Transportation
Infrastructure Finance and Innovation Act of 1998 (the “TIFIA Loan”) in the approximate
principal amount of $_________. The TIFIA Loan is payable from and secured by toll revenues
generated by the I-15 Express Lanes Project (“Toll Revenues”), and is not secured by Sales Tax
Revenues.
The proceeds of the TIFIA Loan will be used, together with a portion of the proceeds of
the 2017 Bonds and certain other funds of the Commission as described below, to finance the
acquisition and construction of the I-15 Express Lanes Project. See “RIVERSIDE COUNTY
TRANSPORTATION COMMISSION—The Transportation Expenditure Plan.”
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36472210.5 7
Pursuant to the TIFIA Loan Agreement and the Master Indenture between the
Commission and U.S. Bank National Association, as trustee (the “Toll Trustee”), providing for
the issuance of Senior Lien Obligations, Second Lien Obligations and Subordinate Obligations
payable from Toll Revenues (the “Toll Indenture”), the Commission has covenanted to deposit
the following amounts (the “Commission Initial Loan”):
Fiscal Year
(ending June 30)
Contribution
Amount
2019 $3,000,000
2020 3,000,000
2021 3,000,000
2022 3,000,000
2023 3,000,000
2024 3,000,000
The proceeds of the Commission Initial Loan shall be deposited into the revenue fund
applied under the Toll Indenture, or as provided in the Toll Indenture, and will only be requested
by the Toll Trustee to the extent Toll Revenues are not sufficient by the last business day of each
calendar month preceding June 1 to make the deposits required under the Toll Indenture. Such
deposits are expected to be made by the Commission from Sales Tax Revenues of the
Commission available for such purpose.
Payment of the 2017 Bonds from Sales Tax Revenues is not conditioned upon the
construction or operation of the I-15 Express Lanes Project or the payment of the TIFIA Loan or
any obligations issued under the Toll Indenture.
The Commission further covenants to provide additional unsecured funds after payments
due under the Indenture as a conditional backstop if Toll Revenues are insufficient in the Fiscal
Years 2025 and 2028 through 2039 in an annual amount not to exceed $3,850,000 in any such
year and in the aggregate not to exceed $38,500,000. Such amounts will be requested by the Toll
Trustee from the Trustee only upon a certification that there is a deficiency in Toll Revenues
necessary to make the deposits required under the Toll Indenture and the amount requested will
only be in the amount of such deficiency subject to the limits set forth in the Toll Indenture. Any
such amounts will increase the outstanding balance of the Commission Loan on the date of such
transfer.
Riverside SR-91 Corridor Improvement Project
State Route 91 (“SR-91”) is an east-west limited access highway running from Interstate
110 in Los Angeles County at its western end, through Orange County and to the interchange of
Interstate 215 and State Route 60 (“SR-60”) in Riverside County on its eastern end. The
previous SR-91 cross section generally consisted of four general purpose lanes, varying in width
from 11 feet to 12 feet, as well as auxiliary lanes in each direction. In Orange County, two tolled
express lanes (“OCTA SR-91 Express Lanes”) are operated in each direction by the Orange
County Transportation Authority. The OCTA SR-91 Express Lanes were constructed in the
median area of SR-91, beginning west of the SR-91/State Route 55 interchange and terminating
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36472210.5 8
near the Orange County/Riverside County line. These express lanes previously transitioned into
one high occupancy vehicle (“HOV”) lane in each direction in Riverside County.
The Riverside SR-91 Corridor Improvement Project (the “Riverside SR-91 Corridor
Improvement Project”) connects with the OCTA SR-91 Express Lanes at the Orange
County/Riverside County line using a two-mile long mixing area (allowing vehicles to use either
or both sections of the tolled lanes) and continue approximately eight miles to the Interstate 15
(“I-15”)/SR-91 interchange in Riverside County, California. The Riverside SR-91 Corridor
Improvement Project involved widening pavement on the outside of the existing highway to
reposition general purpose lanes and repurposing the existing HOV lane to accommodate two
tolled express lanes in the median in each direction. The Riverside SR-91 Corridor Improvement
Project also involved constructing one new general purpose lane in each direction from State
Route 71 to I-15, ultimately providing two tolled express lanes and five general purpose lanes in
each direction. The Riverside SR-91 Corridor Improvement Project also included the restriping
of lanes and construction of a two-lane (one lane in each direction) direct tolled connector
approximately 2.8 miles in distance providing the SR-91 tolled express lanes with access/egress
to I-15 South. This tolled direct connector commences near Grand Avenue on SR-91 and ends
on I-15 South near Ontario Avenue in the City of Corona. All of the Commission-sponsored
tolled express lanes are referred to herein as the “RCTC SR-91 Express Lanes.”
Other Riverside SR-91 Corridor Improvement Project improvements included
reconstruction with geometric improvements of five local interchanges; construction of new and
widened bridges, retaining walls, sound walls, and aesthetics improvements; addition of a
collector-distributor system with braided ramps in the vicinity of the SR-91/I-15 interchange;
addition of auxiliary lanes and other operational improvements; restriping of lanes in the
eastbound and westbound directions for approximately two miles to the west of the Orange
County/Riverside County line; restriping of lanes in the eastbound direction for approximately
three miles east of the I-15/SR-91 interchange; and the installation of an electronic toll collection
and enforcement system.
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36472210.5 9
ESTIMATED SOURCES AND USES OF PROCEEDS
The proceeds from the sale of the 2017 Bonds are expected to be applied as follows:
Sources of Funds:
Principal Amount $
Net Premium/Discount
Total Sources: $
Uses of Funds:
Transfer to Toll Trustee for deposit into the Project Fund $
Transfer to Notes Trustee
Costs of Issuance(1)
Total Uses: $
________________
(1) Includes the Underwriters’ discount, Rating Agency fees, initial fees and expenses of the Trustee,
printing costs, fees and expenses of Bond Counsel, Disclosure Counsel and the Municipal Advisor and
other miscellaneous costs of issuance.
[Remainder of page intentionally left blank.]
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36472210.5 10
DEBT SERVICE SCHEDULE
2010 Series B Bonds 2017 Bonds
Fiscal
Year
Ending
June 30
2009
Bonds(1)
2010
Series A
Bonds Principal Interest
2010 Series
B
Subsidy
Payments(2)
2013
Bonds(3)
2016
Bonds Principal Interest Total(4)
Annual
Net Debt
Service(4)
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
Total(5)
________________
(1) Interest on the 2009 Bonds is calculated assuming the interest rates are equal to the fixed rates on the BofA Swap Agreement, without including any remarketing agent or
liquidity provider fees and expenses. See “OTHER SALES TAX OBLIGATIONS – BofA Swap Agreement.”
(2) Under the Indenture, Subsidy Payments expected to be received from the United States Treasury Department are treated as an offset to Debt Service. See “RISK FACTORS—
Reduction in Subsidy Payments.”
(3) Interest through and including December 1, 2017 will be paid from amounts deposited into the 2013 Capitalized Interest Fund and interest earnings thereon assumed at 0.__%
per annum.
(4) Totals presented may not add due to rounding.
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36472210.5 11
SECURITY AND SOURCES OF PAYMENT FOR THE 2017 BONDS
Limited Obligation
THE 2017 BONDS ARE LIMITED TAX OBLIGATIONS OF THE COMMISSION
PAYABLE SOLELY FROM REVENUES AS DEFINED AND PROVIDED IN THE
INDENTURE AND CERTAIN OTHER FUNDS PLEDGED UNDER THE INDENTURE.
THE COMMISSION IS NOT OBLIGATED TO PAY THE 2017 BONDS EXCEPT FROM
REVENUES AND THOSE CERTAIN OTHER FUNDS PLEDGED UNDER THE
INDENTURE. THE 2017 BONDS DO NOT CONSTITUTE A DEBT OR LIABILITY OF
THE STATE OR ANY POLITICAL SUBDIVISION OF THE STATE OTHER THAN THE
COMMISSION, OR A PLEDGE OF THE FULL FAITH AND CREDIT OF THE STATE OR
OF ANY POLITICAL SUBDIVISION OF THE STATE. THE GENERAL FUND OF THE
COMMISSION IS NOT LIABLE, AND THE CREDIT OR TAXING POWER (OTHER THAN
AS DESCRIBED IN THE INDENTURE) OF THE COMMISSION IS NOT PLEDGED, FOR
THE PAYMENT OF THE 2017 BONDS, THEIR INTEREST, OR ANY PREMIUM DUE
UPON REDEMPTION OF THE 2017 BONDS. THE 2017 BONDS ARE NOT SECURED BY
A LEGAL OR EQUITABLE PLEDGE OF, OR CHARGE, LIEN OR ENCUMBRANCE
UPON, ANY OF THE PROPERTY OF THE COMMISSION OR ANY OF ITS INCOME OR
RECEIPTS, EXCEPT THE REVENUES AND THE CERTAIN OTHER FUNDS PLEDGED
UNDER THE INDENTURE.
Pledge of Revenues
All Revenues, consisting of Sales Tax Revenues and Swap Revenues, are irrevocably
pledged by the Commission to secure the punctual payment of the principal of, premium, if any,
and interest on the 2017 Bonds and any additional Series of Bonds issued under the Indenture
and all amounts owing on any Parity Obligations in accordance with their terms. The Revenues
shall not be used for any other purpose while any of the Bonds or Parity Obligations remain
Outstanding, except as permitted by the provisions of the Indenture permitting the application
thereof for the purposes and on the terms and conditions set forth therein. Additionally, all
amounts (including, as applicable, proceeds of the Bonds) held by the Trustee under the
Indenture (except for amounts held in the Rebate Fund, any Letter of Credit Account and any
Bond Purchase Fund) are pledged to secure the payment of all amounts owing on the Bonds and
Parity Obligations, subject only to the provisions of the Indenture permitting the application
thereof for the purposes and on the terms and conditions set forth therein. Pursuant to the
Indenture, the pledge of Revenues constitutes a first lien to secure the Bonds and Parity
Obligations. The pledge of Revenues shall be irrevocable until all Bonds issued under the
Indenture, including the 2017 Bonds, and all Parity Obligations are no longer Outstanding.
The Revenues pledged to the payment of the Bonds and Parity Obligations shall be
applied without priority or distinction of one over the other and the Sales Tax Revenues shall
constitute a trust fund for the security and payment of the Bonds and Parity Obligations; but
nevertheless out of Revenues certain amounts may be applied for other purposes as provided in
the Indenture. For a detailed description of the Sales Tax and projected receipts of Sales Tax
Revenues, see “THE SALES TAX” herein. For a discussion of Swap Revenues, see “OTHER
SALES TAX OBLIGATIONS – BofA Swap Agreement” herein.
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36472210.5 12
Revenue Fund; Allocation of Revenues
As long as any Bonds are Outstanding or any Parity Obligations remain unpaid, the
Commission has assigned the Sales Tax Revenues to the Trustee and shall cause the Board of
Equalization to transmit the same directly to the Trustee. The Sales Tax Revenues shall be
received and held in trust by the Trustee for the benefit of the Holders of the Bonds and any
Parity Obligations. The Trustee shall forthwith deposit all Sales Tax Revenues in the Revenue
Fund, maintained and held in trust by the Trustee, when and as such Sales Tax Revenues are
received by the Trustee. See “APPENDIX C – SUMMARY OF CERTAIN PROVISIONS OF
THE INDENTURE – Allocation of Sales Tax Revenues.” Investment income on amounts held
by the Trustee (other than amounts held in the Rebate Fund or for which particular instructions
are provided) shall also be deposited in the Revenue Fund.
In each month while Bonds remain Outstanding, the Trustee is required to set aside
receipts of Sales Tax Revenues in the following respective funds, amounts and order of priority
(provided that deficiencies in any previously required deposit shall be made up prior to the
deposit to a fund subsequent in priority and further provided that set asides or transfers required
with respect to Parity Obligations, including certain regularly scheduled payments pursuant to
Interest Rate Swap Agreements that are payable on a parity with the 2017 Bonds, shall be made
on a parity basis, as provided in the Indenture):
1. Interest Fund. The Indenture requires the Trustee to make monthly
deposits in the Interest Fund in an amount equal to (a) one-sixth of the aggregate
half-yearly amount of interest becoming due and payable on Outstanding Current Interest
Bonds (other than Bonds constituting Variable Rate Indebtedness) during the ensuing
six-month period, plus (b) the aggregate amount of interest to accrue during that month
on Outstanding Variable Rate Indebtedness, calculated, if the actual rate of interest is not
known, at the interest rate specified in writing by the Commission, or if the Commission
has not specified an interest rate in writing, calculated at the maximum interest rate borne
by such Variable Rate Indebtedness during the month prior to the month of deposit plus
one hundred (100) basis points (provided, however, that the amount of such deposit into
the Interest Fund for any month may be reduced by the amount by which the deposit in
the prior month exceeded the actual amount of interest accrued and paid during that
month on said Outstanding Variable Rate Indebtedness and provided further that the
amount of such deposit into the Interest Fund for any month will be increased by the
amount by which the deposit in the prior month was less than the actual amount of
interest accruing during that month on said Outstanding Variable Rate Indebtedness). No
deposit need be made into the Interest Fund if the amount contained therein is at least
equal to the interest to become due and payable on the Interest Payment Dates falling
within the next six (6) months upon all of the Outstanding Bonds issued under the
Indenture, and on June 1 and December 1 of each year any excess amounts in the Interest
Fund not needed to pay interest on such date (and not held to pay interest on Bonds
having Interest Payment Dates other than June 1 and December 1) will be transferred to
the Commission (but excluding, in each case, any moneys on deposit in the Interest Fund
from the proceeds of any Series of Bonds or other source and reserved as capitalized
interest to pay interest on any future Interest Payment Dates following such Interest
Payment Dates). All Swap Revenues received with respect to Interest Rate Swap
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36472210.5 13
Agreements that are Parity Obligations shall be deposited in the Interest Fund and
credited to the above-required deposits, and payments on such Interest Rate Swap
Agreements (other than fees and expenses and termination payments) shall be payable
from the Interest Fund and the above-required deposits shall be adjusted to include such
payments. The Third Supplemental Indenture provides that immediately upon receipt of
any Subsidy Payment with respect to the 2010 Series B Bonds, the Trustee shall deposit
such amounts into the Interest Fund. In addition, the Fifth Supplemental Indenture
provides that amounts on deposit in the 2013 Capitalized Interest Fund shall be
transferred to the Interest Fund, on or before the Interest Payment Dates and in the
amounts specified therein, to be used solely for paying interest on the 2013 Bonds
through December 1, 2017.
2. Principal Fund; Sinking Accounts. The Indenture also requires the
Trustee to make monthly deposits in the Principal Fund in an amount equal to at least
(a) one-sixth of the aggregate semiannual amount of principal and accreted value, if
applicable, becoming due and payable within the next six months on Outstanding Bonds
having semiannual maturity dates, plus (b) one-twelfth of the aggregate yearly amount of
principal, accreted value, if applicable, becoming due and payable within the next twelve
months on Outstanding Bonds having annual maturity dates, plus (c) one-sixth of the
aggregate of the Mandatory Sinking Account Payments to be paid during the next
six-month period into the respective Sinking Accounts for the Term Bonds of all Series
for which Sinking Accounts have been created and for which semiannual mandatory
redemption is required from said Sinking Accounts, plus (d) one-twelfth of the aggregate
of the Mandatory Sinking Account Payments to be paid during the next 12-month period
into the respective Sinking Accounts for the Term Bonds of all Series for which Sinking
Accounts have been created and for which annual mandatory redemption is required from
such Sinking Accounts; provided that if the Commission certifies to the Trustee that any
principal payments are expected to be refunded on or prior to their respective due dates or
paid from amounts on deposit in a Bond Reserve Fund that would be in excess of the
Bond Reserve Requirement applicable to such Bond Reserve Fund upon such payment,
no amounts are required to be set aside toward such principal to be so refunded or paid.
All of the aforesaid deposits made in connection with future Mandatory Sinking Account
Payments are to be made without priority of any payment into any one such Sinking
Account over any other such payment.
If the Sales Tax Revenues are not sufficient to make the required deposits so that
moneys in the Principal Fund on any principal or mandatory redemption date are equal to
the amount of Bond Obligation to become due and payable on the Outstanding Serial
Bonds of all Series plus the Bond Obligation amount of and redemption premium on the
Outstanding Term Bonds required to be redeemed or paid at maturity on such date, then
such moneys will be applied on a Proportionate Basis and in such proportion as said
Serial Bonds and said Term Bonds shall bear to each other, after first deducting for such
purposes from said Term Bonds any of said Term Bonds required to be redeemed
annually which will have been redeemed or purchased during the preceding 12-month
period and any of said Term Bonds required to be redeemed semiannually which will
have been redeemed or purchased during the six-month period ending on such date or the
immediately preceding six month period. In the event that the Sales Tax Revenues will
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36472210.5 14
not be sufficient to pay in full all Mandatory Sinking Account Payments required to be
paid at any one time into all such Sinking Accounts, then payments into all such Sinking
Accounts are to be made on a Proportionate Basis, in proportion that the respective
Mandatory Sinking Account Payments required to be made into each Sinking Account
during the then current 12-month period bear to the aggregate of all of the Mandatory
Sinking Account Payments required to be made into all such Sinking Accounts during
such 12-month period.
No deposit must be made into the Principal Fund as long as such fund holds (i)
moneys sufficient to pay the Bond Obligations of all then Outstanding Serial Bonds
maturing by their terms within the next twelve (12) months plus (ii) the aggregate of all
Mandatory Sinking Account Payments required to be made in such 12-month period, but
less any amounts deposited into the Principal Fund during such 12-month period and
theretofore paid from the Principal Fund to redeem or purchase Term Bonds during such
12-month period; provided that if the Commission certifies to the Trustee that any
principal payments are expected to be refunded on or prior to their respective due dates or
paid from amounts on deposit in a Bond Reserve Fund that would be in excess of the
Bond Reserve Requirement applicable to such Bond Reserve Fund upon such payment,
no amounts need be on deposit with respect to such principal payments. At the beginning
of each Fiscal Year and in any event not later than June 1 of each year, the Trustee is
required to request from the Commission a Certificate of the Commission setting forth
the principal payments for which deposits will not be necessary pursuant to the preceding
sentence and the reason therefor. On June 1 of each year or as soon as practicable
thereafter any excess amounts in the Principal Fund not needed to pay principal on such
date (and not held to pay principal on Bonds having principal payment dates other than
June 1) are required to be transferred to the Commission.
3. Bond Reserve Fund. The Indenture also requires the Trustee to make
deposits to the Bond Reserve Fund, to the extent required. No such deposits are currently
required for any series of Bonds. See “SECURITY AND SOURCES OF PAYMENT
FOR THE 2017 BONDS – No Reserve Fund.”
4. Subordinate Obligations Fund. As long as any Subordinate Obligations
remain unpaid, any Revenues remaining in the Revenue Fund after the transfers
described in (1), (2) and (3) above have been made shall be transferred to the trustee (the
“Notes Trustee”) for the Commission’s Commercial Paper Notes (Limited Tax Bonds),
Series A and Series B. After the Notes Trustee has made the required deposit of
Revenues under the Subordinate Indenture, the Notes Trustee shall transfer any
remaining Revenues back to the Trustee. There are currently $20,000,000 of Notes
outstanding.
5. Fees and Expenses Fund. At the direction of the Commission, after the
transfers described in (1), (2), (3) and (4) above have been made, the Trustee is required
to deposit as soon as practicable in each month in the Fees and Expenses Fund
(i) amounts necessary for payment of fees, expenses and similar charges (including fees,
expenses and similar charges relating to any Liquidity Facility or Credit Enhancement for
the Bonds or any Parity Obligations) owing in such month or the following month by the
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36472210.5 15
Commission in connection with the Bonds or any Parity Obligations and (ii) amounts
necessary for payment of fees, expenses and similar charges owing in such month or the
following month by the Commission in connection with Subordinate Obligations. The
Commission shall inform the Trustee of such amounts, in writing, on or prior to the first
Business Day of each month.
Any Revenues remaining in the Revenue Fund after the foregoing transfers described in (1), (2),
(3), (4) and (5) above, except as the Commission shall otherwise direct in writing or as is
otherwise provided in a supplemental indenture, shall be transferred to the Commission on the
same Business Day or as soon as practicable thereafter. The Commission may use and apply the
Revenues when received by it for any lawful purpose of the Commission, including the
redemption of Bonds upon the terms and conditions set forth in the supplemental indenture
relating to such Bonds and the purchase of Bonds as and when and at such prices as it may
determine.
If, five (5) days prior to any principal payment date, Interest Payment Date or mandatory
redemption date, the amounts on deposit in the Revenue Fund, the Interest Fund, the Principal
Fund, including the Sinking Accounts therein, and, as and to the extent not required to satisfy the
Bond Reserve Requirement, any Bond Reserve Fund established in connection with the 2017
Bonds with respect to the payments to be made on such upcoming date are insufficient to make
such payments, the Trustee shall immediately notify the Commission, in writing, of such
deficiency and direct that the Commission transfer the amount of such deficiency to the Trustee
on or prior to such payment date. The Commission has covenanted and agreed to transfer to the
Trustee from any Revenues in its possession the amount of such deficiency on or prior to the
principal, interest or mandatory redemption date referenced in such notice.
See “APPENDIX C – SUMMARY OF CERTAIN PROVISIONS OF THE
INDENTURE – Definitions” and “– Allocation of Sales Tax Revenues” for a more complete
discussion.
No Reserve Fund
The Commission is not funding a reserve fund for the 2017 Bonds. No other Outstanding
Bonds are secured by a reserve fund.
Additional Bonds and Parity Obligations
The Commission currently has $756,240,000 in aggregate principal amount of its Bonds
Outstanding, payable from Sales Tax Revenues on a parity with the 2017 Bonds. See “OTHER
SALES TAX OBLIGATIONS – Existing Bonds.” Under the Indenture, the Commission may
issue other obligations payable in whole or in part from Sales Tax Revenues, subject to the
limitations of the Act and to the terms and conditions contained in the Indenture.
Issuance of Additional Series of Bonds. The Commission may by Supplemental
Indenture establish one or more additional Series of Bonds payable from Sales Tax Revenues
and secured by the pledge made under the Indenture equally and ratably with the 2017 Bonds,
but only upon compliance by the Commission with the provisions of the Indenture, including the
conditions that:
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36472210.5 16
(1) No Event of Default shall have occurred and then be continuing.
(2) The aggregate principal amount of Bonds issued pursuant to the Indenture
may not exceed any limitation imposed by the Act.
(3) If so required in the Supplemental Indenture providing for the issuance of
such Series, either (i) a Bond Reserve Fund shall be established to provide additional security for
such Series of Bonds or (ii) the balance in an existing Bond Reserve Fund, forthwith upon the
receipt of the proceeds of the sale of Bonds of such Series shall be increased, if necessary, to an
amount at least equal to the Bond Reserve Requirement with respect to all Bonds to be
considered Outstanding upon the issuance of Bonds of such Series. Said deposit may be made
from the proceeds of the sale of Bonds of such Series or from other funds of the Commission or
from both such sources or may be made in the form of a Reserve Facility.
(4) The Commission shall place on file with the Trustee a Certificate of the
Commission certifying that the amount of Sales Tax Revenues collected during the Fiscal Year
for which audited financial statements are available preceding the date on which such additional
Series of Bonds will become Outstanding shall have been at least equal to 1.5 times Maximum
Annual Debt Service on all Series of Bonds and Parity Obligations then Outstanding and the
additional Series of Bonds then proposed to be issued, which Certificate shall also set forth the
computations upon which such Certificate is based. For purposes of determining Debt Service,
interest on the 2010 Series B Bonds will be calculated net of the Subsidy Payments. See
“APPENDIX C – SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE –
Definitions.”
Nothing in the Indenture shall prevent or be construed to prevent the Supplemental
Indenture providing for the issuance of an additional Series of Bonds from pledging or otherwise
providing, in addition to the security given or intended to be given by the Indenture, additional
security for the benefit of such additional Series of Bonds or any portion thereof.
Issuance of Refunding Bonds. Refunding Bonds may be authorized and issued by the
Commission without compliance with the provisions of the Indenture described above under (4)
“Issuance of Additional Series of Bonds” and other terms of the Indenture; provided, that
Maximum Annual Debt Service on all Bonds and Parity Obligations Outstanding following the
issuance of such Refunding Bonds is less than or equal to Maximum Annual Debt Service on all
Bonds and Parity Obligations Outstanding prior to the issuance of such Refunding Bonds, or (ii)
that the Commission expects a reduction in Debt Service on all Bonds Outstanding and all Parity
Obligations outstanding to result from the refunding to be effected with the proceeds of such
Refunding Bonds.
Issuance of Parity Obligations. The Commission may also issue Parity Obligations
which will have, when issued, an equal lien and charge upon the Sales Tax Revenues, provided
that the conditions to the issuance of such Parity Obligations set forth in the Indenture are
satisfied, including satisfaction of the coverage test described in subsection (4) above under the
caption “Issuance of Additional Series of Bonds” (unless such Parity Obligations are being
issued for refunding purposes, in which case the coverage test shall not apply).
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36472210.5 17
As defined in the Indenture, “Parity Obligations” means any indebtedness, installment
sale obligation, lease obligation or other obligation of the Commission for borrowed money, the
BofA Swap Agreement or any other Interest Rate Swap Agreement (excluding fees and expenses
and termination payments on Interest Rate Swap Agreements) entered into in connection with a
Series of Bonds, in each case incurred in accordance with the provisions of the Indenture and
having an equal lien and charge upon the Sales Tax Revenues and therefore being payable on a
parity with the Bonds (whether or not any Bonds are Outstanding).
The Commission’s obligation to make regularly scheduled payments under the BofA
Swap Agreement (as defined below) constitutes a Parity Obligation under the Indenture.
The Ordinance, as amended, limits the amount of the Commission’s bonds secured by
Sales Tax Revenues to a maximum aggregate principal amount of $975 million at any one time
outstanding. See “OTHER SALES TAX OBLIGATIONS – Limitation on Outstanding Sales
Tax Obligations.”
OTHER SALES TAX OBLIGATIONS
Existing Bonds
On September 28, 2016, the Commission issued $76,140,000 in original aggregate
principal amount of its Sales Tax Revenue Refunding Bonds (Limited Tax Bonds) 2016 Series A
(the “2016 Refunding Bonds), which are currently outstanding in the aggregate principal amount
of $73,240,000. The 2016 Refunding Bonds mature, subject to optional redemption prior thereto,
on June 1, 2029.
On July 3, 2013, the Commission issued $462,200,000 in original aggregate principal
amount of its Sales Tax Revenue Bonds (Limited Tax Bonds) 2013 Series A, which are currently
outstanding in the aggregate principal amount of $462,200,000. The 2013 Bonds mature, subject
to optional and mandatory sinking fund redemption prior thereto, on June 1, 2039.
On November 30, 2010, the Commission issued $37,630,000 in original aggregate
principal amount of its Sales Tax Revenue Bonds (Limited Tax Bonds) 2010 Series A (Tax-
Exempt) (the “2010 Series A Bonds”) and $112,370,000 in original aggregate principal amount
of its Sales Tax Revenue Bonds (Limited Tax Bonds) 2010 Series B (Taxable Build America
Bonds) (the “2010 Series B Bonds” and, together with the 2010 Series A Bonds, the “2010
Bonds”) , which are currently outstanding in the aggregate principal amount of $150,000,000.
The 2010 Series A Bonds consist of 5.00% Term Bonds maturing on June 1, 2032, and the 2010
Series B Bonds consist of 6.807% Term Bonds maturing on June 1, 2039, subject in each case to
mandatory redemption from Mandatory Sinking Account Payments.
The 2010 Series B Bonds have been designated by the Commission as “Build America
Bonds” that are “qualified bonds” under the American Recovery and Reinvestment Act of 2009
(the “Stimulus Act”). The Trustee is to receive on the Commission’s behalf cash subsidy
payments from the United States Treasury (“Subsidy Payments”) equal to 35% of the interest
payable on the 2010 Series B Bonds, or 45% of the interest payable on such 2010 Series B
Bonds that have been additionally designated as “Recovery Zone Economic Development
Bonds.” On March 1, 2013, the federal government announced the implementation of certain
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36472210.5 18
automatic spending cuts known as the sequester. As a result of the sequester, Subsidy Payments
for the 2010 Series B Bonds will be reduced by 6.9% (or approximately $205,800) for the federal
fiscal year ending September 30, 2017 unless Congressional action changes the reduction
percentage. See “RISK FACTORS – Reduction in Subsidy Payments.” The Commission is
obligated to make all payments of Debt Service on the 2010 Series B Bonds from Revenues
regardless of whether it receives the full amount of the Subsidy Payments. The Commission
does not believe that the reduction in Subsidy Payments due to the sequester will have a material
adverse effect on the Commission’s ability to pay Debt Service on the 2010 Series B Bonds or
any other Bonds.
On October 1, 2009, the Commission issued $185,000,000 in original aggregate principal
amount of its Sales Tax Revenue Bonds (Limited Tax Bonds) 2009 Series A, 2009 Series B and
2009 Series C (collectively, the “2009 Bonds”), which are currently outstanding in the aggregate
principal amount of $70,800,000. The Commission’s Sales Tax Revenue Bonds (Limited Tax
Bonds) 2009 Series A (the “2009 Series A Bonds”) were refunded in full with a portion of the
proceeds of the 2016 Bonds. The 2009 Bonds mature, subject to mandatory sinking fund
redemption prior thereto, on June 1, 2029 and are variable rate obligations currently bearing
interest at a weekly rate. To hedge its variable rate exposure on the 2009 Bonds, the
Commission entered into an interest rate swap agreements, as described further in “BofA Swap
Agreement” below. The 2009 Bonds are currently subject to optional tender by the holders
thereof. The payment of the purchase price of tendered 2009 Bonds is payable from the proceeds
of remarketing the 2009 Bonds and, to the extent remarketing proceeds are insufficient therefor,
from amounts available from Standby Bond Purchase Agreements relating to each remaining
series of the 2009 Bonds (each, a “2009 Bonds Liquidity Facility”), between the Commission
and The Bank of Tokyo-Mitsubishi UFJ, Ltd., acting through its New York Branch (the “2009
Bonds Liquidity Provider”), or from any Alternate Liquidity Facility that may be obtained by the
Commission in the future. Each 2009 Bonds Liquidity Facility expires on March 15, 2019,
unless extended by the parties thereto.
The obligation of the Commission to reimburse the 2009 Bonds Liquidity Provider and to
make any other payments under a 2009 Bonds Liquidity Facility is secured by a pledge of Sales
Tax Revenues on a parity with the pledge securing the Bonds, including the 2017 Bonds. Under
certain circumstances, 2009 Bonds purchased by the 2009 Bonds Liquidity Provider and not
remarketed may become Liquidity Facility Bonds. Such Liquidity Facility Bonds shall bear
interest as provided in the relevant 2009 Bonds Liquidity Facility and may be subject to
mandatory prepayment upon the occurrence of certain events of default described in such 2009
Bonds Liquidity Facility.
BofA Swap Agreement
The Commission entered into an ISDA Master Agreement, dated as of August 22, 2006,
with Bank of America, N.A. (“BofA”), as supplemented by the Schedule, dated as of August 22,
2006 and the confirmation of a transaction, dated August 22, 2006, with an initial notional
amount of $100,000,000 (collectively, the “BofA Swap Agreement”) and an interest rate swap
agreement with Deutsche Bank AG, acting through its New York Branch (the “DBAG Swap
Agreement”) with an initial notional amount of $85,000,000 to hedge its variable rate exposure
on the 2009 Bonds. On September 28, 2016, the Commission negotiated the termination of the
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36472210.5 19
DBAG Swap Agreement in conjunction with the refunding of the 2009 Series A Bonds. The
BofA Swap Agreement has an effective date of October 1, 2009 and expires on June 1, 2029.
The Commission’s obligation to make regularly scheduled payments to BofA under the
BofA Swap Agreement is secured by Sales Tax Revenues on a parity basis with the
Commission’s obligation to pay principal of and interest on the Bonds, including the 2017
Bonds, and therefore such obligation constitutes a Parity Obligation under the Indenture.
The BofA Swap Agreement currently is outstanding in the notional amount of
$70,800,000, subject to amortization as set forth therein, which corresponds to the combined
amortization of the 2009 Series B Bonds and 2009 Series C Bonds. Pursuant to this agreement,
BofA has agreed to pay the Commission a floating rate equal to 67% of USDLIBOR (One
Month) and the Commission has agreed to pay BofA a fixed rate equal to 3.679%. The BofA
Swap Agreement is subject to early termination in the event that the unenhanced ratings on the
Bonds issued by Moody’s Investors Service (“Moody’s”) and Standard & Poor’s Rating Services
(“S&P”) fall below investment grade or are withdrawn or suspended; a reduction in the long-
term unsubordinated ratings of BofA below investment grade can also result in an early
termination of the BofA Swap Agreement. The Commission has the option of terminating the
BofA Swap Agreement upon two Business Days’ notice provided it has sufficient funds to pay
any early termination amount. As of March 31, 2017, if the Commission terminated the BofA
Swap Agreement, it would owe BofA a termination payment in the amount of approximately
$10.5 million. The Commission is not required to post collateral with respect to its obligations
under the BofA Swap Agreement.
If there is an early termination of the BofA Swap Agreement, a termination payment is
payable by either the Commission or the swap counterparty depending on the then current
market value of the agreement. Any such termination payment payable by the Commission with
respect to the BofA Swap Agreement could be substantial. Any early termination payments are
payable from Sales Tax Revenues on a basis subordinate to the Bonds (including the 2017
Bonds), Parity Obligations and payments of principal of and interest on Subordinate Obligations.
Subordinate Obligations
The Commission may issue obligations (“Subordinate Obligations”) payable out of Sales
Tax Revenues on a basis subordinate to the payment of the principal, premium, interest and
reserve fund requirements for the Bonds and all Parity Obligations, as the same become due and
payable. The Commission’s obligation to make early termination payments under the BofA
Swap Agreement is secured by a pledge of the Sales Tax Revenues subordinate to the pledge in
favor of the 2017 Bonds, Parity Obligations and payment of principal of and interest on
Subordinate Obligations.
The Commission's Sales Tax Revenue Commercial Paper Notes (Limited Tax Bonds)
(the “Notes”) and the credit agreement supporting the Notes constitute Subordinate Obligations
under the Indenture. There are currently $20,000,000 of Notes outstanding. The program was
initially established at a maximum of $185,000,000 in principal amount and has been reduced to
a maximum of $60,000,000 in principal amount. The Commission intends to retire $20,000,000
in principal amount of the Notes currently outstanding with a portion of the proceeds from the
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2017 Bonds. See “PLAN OF FINANCE” and “ESTIMATED SOURCES AND USES OF
PROCEEDS.” The principal of and interest on any Notes are payable from draws under an
irrevocable, direct-pay letter of credit (the “CP Letter of Credit”) issued by State Street Bank and
Trust Company (the “CP Bank”). The stated amount of the Letter of Credit is $60,750,000. The
CP Letter of Credit expires in October 2017, unless terminated earlier as provided in the related
reimbursement agreement.
The Commission’s obligation to reimburse the CP Bank for draws under the CP Letter of
Credit to pay the principal of and interest on the Notes is secured by a pledge of Sales Tax
Revenues subordinate to the pledge in favor of the holders of the Bonds, including the 2017
Bonds, and on parity with the obligation to pay Note holders. If the Commission is unable to
extend or replace the CP Letter of Credit by its expiration date, the Commission may refund any
related Notes and any related reimbursement obligations due to the CP Bank with the proceeds
of an additional Series of Bonds, in accordance with the requirements of the Indenture. See
“SECURITY AND SOURCES OF PAYMENT FOR THE 2017 BONDS – Additional Bonds
and Parity Obligations” herein.
Limitation on Outstanding Sales Tax Obligations
Under the Ordinance, as amended, the Commission has the power to sell or issue, from
time to time, bonds or other evidence of indebtedness, including but not limited to capital
appreciation bonds, secured solely by Sales Tax Revenues, in the aggregate principal amount at
any one time outstanding of not to exceed $975 million. A ballot measure increasing the
limitation from its original $500 million amount to $975 million was approved by a majority of
those voting at a special election held in the County on November 2, 2010. Additional ballot
measures increasing the limitation are possible in the future. See “SECURITY AND SOURCES
OF PAYMENT FOR THE 2017 BONDS – Additional Bonds and Parity Obligations” herein.
THE SALES TAX
General
The Act, among other things, authorizes the Commission to develop a countywide
consensus on a proposed transaction expenditure plan to be submitted to the voters as part of an
ordinance imposing a retail transactions and use tax in the County in accordance with the
provisions of the California Transactions and Use Tax Law (Revenue and Taxation Code
Section 7251, et seq.). In accordance with the Act, on November 5, 2002, more than two-thirds
of the voters of the County voting on the measure approved Measure “A,” which authorized the
imposition of the Sales Tax in the County. The Sales Tax commenced on July 1, 2009 and will
be collected for a thirty-year period ending on June 30, 2039. The Sales Tax consists of a one-
half of one percent (1/2%) sales tax on the gross receipts of retailers from the sale of tangible
personal property sold in the County and a use tax at the same rate upon the storage, use or other
consumption in the County of such property purchased from any retailer for storage, use or other
consumption in the County, subject to certain limited exceptions described below. See
“RIVERSIDE COUNTY TRANSPORTATION COMMISSION – The Transportation
Expenditure Plan” herein.
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The one-half of one percent sales tax imposed in the County for transportation purposes
and administered by the Commission, is in addition to the sales tax levied statewide by the State
of California (the “State”) and certain other sales taxes imposed by cities and local agencies
within the County. Proposition 30, approved by the voters of the State in the November 2012
election, increased the statewide sales tax by one-quarter of one percent, from 7.25% to 7.5%, for
a period of four years from January 1, 2013 to but excluding January 1, 2017. Thus, the State
sales tax is currently 7.25%. In general, the statewide sales tax applies to the gross receipts of
retailers from the sale of tangible personal property. The statewide use tax is imposed on the
storage, use or other consumption in the state of property purchased from a retailer for such
storage, use or other consumption. Since the use tax does not apply to cases where the sale of
the property is subject to the sales tax, the application of the use tax generally is to purchases
made outside of the State for use within the State.
The Sales Tax generally is imposed upon the same transactions and items subject to the
sales and use tax levied statewide by the State (hereinafter collectively referred to as the “State
Sales Tax”), with generally the same exceptions. Many categories of transactions are exempt
from the State Sales Tax and the Sales Tax. The most important of these exemptions are: sales
of food products for home consumption, prescription medicine, edible livestock and their feed,
seed and fertilizer used in raising food for human consumption, and gas, electricity and water
when delivered to consumers through mains, lines and pipes. In addition, “Occasional Sales”
(i.e., sales of property not held or used by a seller in the course of activities for which he or she is
required to hold a seller’s permit) are generally exempt from the State Sales Tax and from the
Sales Tax; however, the “Occasional Sales” exemption does not apply to the sale of an entire
business and other sales of machinery and equipment used in a business. Sales of property to be
used outside the county which are shipped to a point outside the county, pursuant to the contract
of sale, by delivery to such point by the retailer, or by delivery by the retailer to a carrier for
shipment to a consignee, at such point, are exempt from the State Sales Tax and from the Sales
Tax.
Action by the State Legislature or by voter initiative or judicial decisions interpreting
State law could change the transactions and items upon which the State Sales Tax and the Sales
Tax are imposed. Such changes or amendments could have either an adverse or beneficial effect
on Sales Tax Revenues. The Commission is not currently aware of any proposed legislative
change which would have a material adverse effect on Sales Tax Revenues. See also “RISK
FACTORS – Proposition 218” herein.
Collection of Sales Tax Revenues
Collection of the Sales Tax is administered by the Board of Equalization. The
Commission and the Board of Equalization have entered into an agreement for state
administration of district transactions and use taxes to authorize payment of Sales Tax Revenues
directly to the Trustee. The Board of Equalization, after deducting amounts payable to itself, is
required to remit the balance of amounts received from the Sales Tax directly to the Trustee.
The Trustee is required to apply the Sales Tax Revenues to make deposits to the funds and
accounts established under the Indenture and to transfer the remaining amounts to U.S. Bank
National Association, as issuing and paying agent for the Notes (the “Issuing and Paying
Agent”). See “SECURITY AND SOURCES OF PAYMENT FOR THE 2017 BONDS” herein.
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The remaining unapplied Sales Tax Revenues, if any, are applied to pay fees, expenses and
similar charges relating to any Liquidity Facility or Credit Enhancement, or otherwise owing in
connection with the Bonds or Parity Obligations, and thereafter are transferred to the
Commission for use for any purpose contemplated by the Ordinance. The fee that the Board of
Equalization is authorized to charge for collection of the Sales Tax is determined by State
legislation. The Board of Equalization fee for collection of the Sales Tax for Fiscal Year 2016-17
is estimated to be $2,017,780.
Historical Sales Tax Revenues
The following table sets forth net Sales Tax Revenues for the Fiscal Years indicated
below.
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
HISTORICAL SALES TAX REVENUES
Fiscal Year
Ended June 30
Net Sales
Tax Revenues(1)
Percent Change
From Prior Fiscal Year
2007 $154,539,723 -
2008 142,537,548 (7.77)
2009 119,688,289 (16.03)
2010 114,526,254 (4.31)
2011 123,439,833 7.78
2012 134,984,307 9.35
2013 149,428,124 10.70
2014 156,355,894 4.64
2015 163,092,776 4.31
2016 167,630,239 2.78
________________
(1) Net of Board of Equalization administrative fee.
Source: The Commission.
Sales Tax receipts for the first ten months of the Fiscal Year ending June 30, 2017 were
$141,104,206. The Commission is unable to predict if annual Sales Tax Revenues will continue
to increase. For a summary of historical taxable retail sales within the County, see the table
entitled “County of Riverside, Taxable Sales Transactions” in “APPENDIX B – COUNTY OF
RIVERSIDE DEMOGRAPHIC AND ECONOMIC INFORMATION.”
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The following table sets forth the Maximum Annual Debt Service coverage on the Bonds
(including the 2017 Bonds) based on Sales Tax Revenues for the Fiscal Year ended June 30,
2016.
Sales Tax Revenues
Fiscal Year Ended
June 30, 2016
Maximum Annual
Debt Service on all Bonds(1)
Coverage Ratio
$167,630,239 $____ _(2) ___(2)
________________
(1) Interest on variable rate debt is calculated assuming the interest rates are equal to the fixed rates on the
BofA Swap Agreement, without including any remarketing agent or liquidity provider fees and expenses.
The Subsidy Payments relating to the Series 2010 Bonds are treated as an offset to Debt Service and the
Maximum Annual Debt Service presented in the table above is reduced by the Subsidy Payments.
Maximum Annual Debt Service is projected to occur in _____, 20__. See “DEBT SERVICE
SCHEDULE” and “RISK FACTORS – Reduction in Subsidy Payments” herein.
(2) Includes debt service on 2017 Bonds.
Source: The Commission and Fieldman, Rolapp & Associates.
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
General
The Commission is charged with a number of important responsibilities in serving the
residents of the County. Administering the sales tax program, which has raised more than $1
billion, has been by far the most prominent of these responsibilities. The Commission, which has
the responsibility of placing future transportation ballot measures before the public, was
successful in November 2002 in obtaining more than two-thirds voter approval of the Sales Tax.
In addition to the Commission’s Measure A responsibilities, the Commission has also
been designated as the congestion management agency (the “CMA”) for the County. As the
CMA, the Commission has developed a congestion management program that more effectively
utilizes transportation funds by linking land use, transportation and air quality efforts.
The Commission serves as the Service Authority for Freeway Emergencies and operates
the freeway service patrol (the “FSP”) for the County. The results of these programs – 597 call
boxes along the County roadways and 21 FSP tow trucks providing assistance to more than
43,000 motorists annually – are among the most visible of the Commission’s programs.
In 1998, the State Legislature gave new authority to the Commission by changing the
way funding is distributed from the State Transportation Improvement Program, which is funded
through state and federal gas taxes. In simple terms, counties no longer apply to the State for
funding their most urgent transportation needs. Instead, State transportation dollars are given
directly as an entitlement, leaving the decision making about transportation spending up to the
designated county transportation commission like the Commission. While this gives the
Commission greater control over how transportation dollars are spent, it also requires a much
higher level of local communication and participation to determine how these dollars are spent
throughout a county with many transportation needs. The Commission has the responsibility to
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program funds received under the California Transportation Development Act, a statewide
source of funding for transit purposes, primarily to the County’s major public transit providers,
although the Commission has no responsibility to provide transit services.
To enhance County-wide participation and improve its decision-making, the Commission
made a major change in its structure in 1999 by expanding the Board from eight members to 30.
The Board expanded in 2008, 2010 and 2011 with the addition of four members in total
representing newly incorporated cities. The current Board now has 34 members. The expanded
Commission ensures better representation throughout the County and provides the participatory
framework for continued success in carrying out these responsibilities.
State Route 91
Payment of the 2017 Bonds from Sales Tax Revenues is not conditioned upon the
construction or operation of the Riverside SR-91 Corridor Improvement Project or the payment
of the Commission’s Toll Revenue Senior Lien Bonds, 2013 Series A and 2013 Series B
(together, the “2013 Toll Revenue Bonds”) issued in connection with the Riverside SR-91
Corridor Improvement Project. See, however, “RISK FACTORS – Financial and Operating
Risks of the Riverside SR-91 Corridor Improvement Project and the I-15 Express Lanes Project.”
The Transportation Expenditure Plan
On November 5, 2002, 69.2% of the voters of the County approved Measure “A” – The
Riverside County Transportation Commission Transportation Expenditure Plan (the
“Expenditure Plan”) and Retail Transaction and Use Tax Ordinance (the “Ordinance”) which
expressed the following concerns in its preamble:
“The transportation system in Riverside County is rapidly deteriorating and our
population and economy are growing rapidly. Maintenance and repairs of existing roadways and
improvements to relieve congestion cannot be accomplished with available funds. Without
additional funds, the system will bog down and pavement will crumble into permanent
disrepair…. Local governments must either generate revenues to expand our system and
maintain our investments or watch the system collapse and endanger the health, welfare and
safety of all Riverside County residents.”
The goals of the Expenditure Plan are as follows:
(1) Maintain and improve the quality of life in Riverside County by
supplementing existing funds for transportation;
(2) provide for accountability in the expenditure of taxpayer funds;
(3) provide for equity in the distribution of Measure “A” Revenues; and
(4) provide for local control of the Transportation Improvement Program.
To address the concerns as expressed in the preamble, and to accomplish its goals and
policies, the Ordinance provided that sales tax revenues be distributed to the specific geographic
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areas of Riverside County (i.e., Western County, Coachella Valley, and Palo Verde Valley)
based on their proportionate share of revenues generated in the County, and that funds (including
proceeds of bonds secured by such sales tax revenues) be allocated for highway and regional
arterial projects, local streets and roads, transit and commuter rail, new corridors and economic
development. In the Western County, $370 million is to be used for new corridor projects,
$1.020 billion for highway projects, $300 million for regional arterial projects, $390 million for
public transit, $970 million for local street and road improvements, $270 million for bond
financing costs, and the remaining $40 million for economic development projects. In the
Coachella Valley, fifty percent is to be earmarked for its highway and regional arterial system,
thirty-five percent for local streets and roads, and the remaining fifteen percent for transit. All
Palo Verde Valley funds are designated for the maintenance of local streets and roads.
Commissioners
Section 130053 of the California Public Utilities Code specifies that the Commission
consists of five members of the Riverside County Board of Supervisors, one member from each
incorporated city in Riverside County (each of whom must be a mayor or member of the City
Council) and one non-voting member appointed by the governor of the State of California. The
role of the Commission is to act as a policy-making board for Riverside County transportation
activities.
Executive Staff
The Commission’s key staff members, the position held by each and a brief statement of
the background of each staff member are set forth below.
Anne Mayer, Executive Director. Anne Mayer was appointed in October 2007 as the
Executive Director of the Commission. She is responsible for overall management of the
Commission including execution of operational policies and procedures and all personnel
decisions. Ms. Mayer joined the Commission in May 2005 as Deputy Executive Director. Prior
to joining the Commission, she was the District 8 Director for the California Department of
Transportation (“Caltrans”). As District Director, she was responsible for management of the
State highway system in San Bernardino and Riverside counties. Ms. Mayer is a Professional
Engineer in the State of California with over 30 years of experience in the public works field,
working at Caltrans for 14 of those years. Ms. Mayer holds a civil engineering degree from
Michigan State University.
John Standiford, Deputy Executive Director. In January 2008, John Standiford was
appointed as Deputy Executive Director for the Commission. He joined the Commission in 1999
and was the Public Affairs Director prior to his current appointment. Mr. Standiford also served
as the Manager of Government and Media Relations for the Orange County Transportation
Authority, where he worked for more than seven years. Earlier in his career, Mr. Standiford
worked for three state legislators from the Los Angeles area. He received his bachelor and
masters degrees from the University of California, Irvine.
Theresia Trevino, Chief Financial Officer. Ms. Trevino joined the Commission as the
Chief Financial Officer in January 2004. Ms. Trevino previously worked as Manager of
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Accounting and Financial Reporting for the Orange County Transportation Authority. She also
served as an adjunct professor for governmental accounting and reporting at the University of
Redlands. Ms. Trevino’s 19-year public accounting career included 16 years with Ernst &
Young LLP. As Senior Manager in its Assurance and Advisory Business Services practice
serving government clients, she led the development of the Southern California practice and
served as a national technical resource. She is a Certified Public Accountant in California and
completed the Executive Management Program at the University of California, Riverside. Ms.
Trevino received a bachelor of science degree in accounting from Loyola Marymount University
with Magna Cum Laude Honors.
Cash and Investments
As of March 31, 2017 (based on unaudited financial information), the Commission had
approximately $715.8 million, at book value, in cash and investments. Such cash and
investments were comprised of non-discretionary trust accounts (including commercial paper
proceeds and debt service principal and interest funds) of approximately $138.0 million and
discretionary (operating) accounts of approximately $577.8 million. The non-discretionary trust
accounts are primarily invested in specific debt securities and money market mutual funds.
Approximately $106.8 million represents the 2013 Toll Revenue Bonds and 2013 Bond proceeds
that secure the 2013 Toll Revenue Bonds and are not available as security for the 2017 Bonds.
The discretionary accounts were invested, as of March 31, 2017, as follows:
Cash and Investments
Percentage of Total Book Value
as of March 31, 2017
Riverside County Pooled Investment Fund 85.9%
Local Agency Investment Fund 0.6
Operations Pooled Investments (in debt securities) 8.8
Bank deposits 4.7
Total 100.0%
Additional information regarding the Commission’s cash and investments is included in
“Note 1. Summary of Significant Accounting Policies — Cash and Investments” and “Note 2.
Cash and Investments” in the Notes to Financial Statements in “APPENDIX A —
COMMISSION AUDITED FINANCIAL STATEMENTS FOR FISCAL YEAR ENDED JUNE
30, 2016.”
Debt Management Policy
The Commission’s Board has adopted a Debt Management Policy with periodic revisions
with the most recent revision approved by the Board on September 14, 2016. Since its initial
adoption by the Board, the Debt Management Policy has stated that one of the Commission’s
main objectives in the sale of debt payable from Sales Tax Revenues is to maintain a 2.0x debt
service coverage ratio. The Debt Management Policy is always subject to further revision by
majority action of the Commissioners.
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THE I-15 EXPRESS LANES PROJECT
Interstate 15 (I-15) is an interstate goods-movement corridor that links Southern
California to the counties east of Los Angeles and to Las Vegas, the Rocky Mountain States, and
Canada. It is a major truck route included in the National Network for Federal Surface
Transportation Assistance Act of 1982 for oversize trucks.
The “I-15 Express Lanes Project” will add two tolled express lanes in each direction on I-
15 between Cajalco Road and SR-60, a distance of 14.6 miles. The primary purpose of the I-15
Express Lanes Project is to improve congested traffic operations, considering current and future
(2040) travel demand, on the I-15 corridor between Cajalco Road and the I-15/State Route 60
(SR-60) Interchange just south of the San Bernardino County line. Additional project elements
include the construction of a series of soundwalls along the project corridor as well as bridge
widenings to accommodate the new tolled express lanes. All proposed improvements are to be
constructed within the Caltrans right-of-way, with the majority of the improvements occurring
within the existing I-15 median.
The Commission awarded a design-build contract for the I-15 Express Lanes Project in
April 2017 and expects for construction to commence in 2018. The tolled express lanes are
expected to be open in mid-2020.
RISK FACTORS
Economic Conditions
The amount of Sales Tax Revenues collected at any time is directly dependent upon the
level of retail sales within the County. During the latter part of 2007 through 2010 the economy
of the County was in a recession, as evidenced by a high unemployment rate, a decrease in total
personal income and taxable sales, a drop in residential and commercial building permits, a
decline in the rate of home sales and the median price of single-family homes and
condominiums, an increase in notices of default on mortgage loans secured by homes and
condominiums and an increase in foreclosures resulting from such defaults. No assurance can be
provided that a future recession or economic decline will not adversely impact the level of retail
sales within the County and therefore the amount of Sales Tax Revenues available to the
Commission. For information relating to economic conditions within the County and the State,
see “APPENDIX B – COUNTY OF RIVERSIDE DEMOGRAPHIC AND ECONOMIC
INFORMATION.”
Investments
The Commission has significant holdings in the Riverside County Investment Pool,
which contains a broad range of investments. Market fluctuations have affected and will continue
to affect the value of those investments and those fluctuations may be and historically have been
material. Recent market disruptions have exacerbated the market fluctuations, but as a result of
stable investments in government securities, the Commission’s portfolio has not suffered any
major losses with respect to the principal amount of funds invested. The Commission has
experienced a reduction in interest income on such investments as a result of current market
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conditions. See “RIVERSIDE COUNTY TRANSPORTATION COMMISSION – Cash and
Investments.”
Parity with Liquidity Facility Bonds
The Indenture does not provide the remedy of acceleration of any Bonds, including the
2017 Bonds, in the event of a default in the payment of principal of and interest on the Bonds
when due; provided, however, that if any 2009 Bonds become Liquidity Facility Bonds, such
Liquidity Facility Bonds are subject to mandatory prepayment as set forth in the related 2009
Bonds Liquidity Facility. Each 2009 Bonds Liquidity Facility generally provides that Liquidity
Facility Bonds unable to be remarketed are subject to redemption in six equal semi-annual
installments commencing 180 days following the earlier of (i) the related purchase date or (ii) the
expiration date of the applicable 2009 Bonds Liquidity Facility. See “OTHER SALES TAX
OBLIGATIONS – Existing Bonds.” Upon a default by the Commission, each Holder of a 2017
Bond will have the rights to exercise the remedies set forth in the Indenture, subject to the
limitations thereon. See “APPENDIX C – SUMMARY OF CERTAIN PROVISIONS OF THE
INDENTURE.”
The Sales Tax
With limited exceptions, the Sales Tax will be imposed upon the same transactions and
items subject to the sales tax levied statewide by the State. The State Legislature or the voters
within the State, through the initiative process, or judicial decisions interpreting State law, could
change or limit the transactions and items upon which the statewide sales tax and the Sales Tax
are imposed. Any such change or limitation could have an adverse impact on the Sales Tax
Revenues collected. For a further description of the Sales Tax, see “THE SALES TAX.”
Increased Internet Use May Reduce Sales Tax Revenues
The increasing use of the Internet to conduct electronic commerce may affect the levels
of Sales Tax Revenues. Internet sales of physical products by businesses located in the State, and
Internet sales of physical products delivered to the State by businesses located outside of the
State are generally subject to the Sales Tax. The Commission believes that many of these
transactions may avoid taxation either through error or deliberate non-reporting and this
potentially reduces the amount of Sales Tax Revenues. As a result, the more that the Internet is
used to conduct electronic commerce, along with the failure to collect sales taxes on such
Internet purchases, the more that the Commission may experience reductions of Sales Tax
Revenues. On September 23, 2011, Governor Jerry Brown signed into law a settlement with
Amazon.com Inc., one of the largest internet retailers in the State. As a result, beginning in
September 2012, Amazon started collecting taxes from its on-line sales in the State, to remit to
the Board of Equalization.
Proposition 218
On November 5, 1996, voters in the State approved an initiative known as the Right to
Vote on Taxes Act (“Proposition 218”). Proposition 218 added Articles XIIIC and XIIID to the
California Constitution. Article XIIIC requires majority voter approval for the imposition,
extension or increase of general taxes and two-thirds voter approval for the imposition, extension
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or increase of special taxes by a local government, which is defined to include local or regional
governmental agencies such as the Commission. The Sales Tax was approved by more than
two-thirds of the voters in Riverside County and is therefore in compliance with the requirements
of Proposition 218. Article XIIIC also removes limitations that may have applied to the voter
initiative power with regard to reducing or repealing previously authorized local taxes, even
previously voter-approved taxes like the Sales Tax. In the view of the Commission, however,
any attempt by the voters to use the initiative provisions of Proposition 218 to rescind or reduce
the levy and collection of the Sales Tax in a manner which would prevent the payment of debt
service on the 2017 Bonds, would violate the Contracts Clause of the United States Constitution
and, accordingly, would be precluded. The interpretation and application of Proposition 218 will
ultimately be determined by the courts.
Further Initiatives
Proposition 218 was adopted as a measure that qualified for the ballot pursuant to
California’s initiative process. From time to time other initiative measures could be adopted,
which may affect the Commission’s ability to levy and collect the Sales Tax, or change the types
of transactions or items subject to a Sales Tax.
Loss of Tax Exemption
As discussed under “TAX MATTERS,” interest on the 2017 Bonds could become
includable in federal gross income, possibly from the date of issuance of the 2017 Bonds, as a
result of acts or omissions of the Commission subsequent to the issuance of the 2017 Bonds.
Should interest become includable in federal gross income, the 2017 Bonds are not subject to
mandatory redemption by reason thereof and may remain outstanding until maturity.
Reduction in Subsidy Payments
The 2010 Series B Bonds have been designated by the Commission as “Build America
Bonds” that are “qualified bonds” under the Stimulus Act. The Trustee is to receive on the
Commission’s behalf Subsidy Payments from the United States Treasury equal to 35% of the
interest payable on the 2010 Series B Bonds, and 45% of the interest payable on such 2010
Series B Bonds that have been additionally designated as “Recovery Zone Economic
Development Bonds.” The amount of any Subsidy Payments to be received in connection with
the 2010 Series B Bonds is subject to legislative changes by the United States Congress, as
further described below. Further, Subsidy Payments will only be paid if the 2010 Series B Bonds
continue to qualify as Build America Bonds or Recovery Zone Economic Development Bonds.
For the 2010 Series B Bonds to be and remain Build America Bonds or Recovery Zone
Economic Development Bonds, the Commission must comply with certain covenants and
establish certain facts and expectations with respect to the 2010 Series B Bonds, the use and
investment of proceeds thereof and the use of property financed thereby. Thus, it is possible that
the Commission may not receive the Subsidy Payments. Subsidy Payments are also subject to
offset against amounts that may, for unrelated reasons, be owed by the Commission to any
agency of the United States of America.
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On March 1, 2013, the federal government announced the implementation of certain
automatic spending cuts known as “sequestration.” In Fiscal Year 2015-16, sequestration
reduced Subsidy Payments to the Commission by approximately $202,800. The Commission
expects future reductions in Subsidy Payments to occur due to sequestration but is unable to
predict the amount or duration of such reductions. Under the Indenture, Subsidy Payments are
treated as an offset to Debt Service, but the Commission remains obligated to make all payments
of Debt Service on the Bonds from Revenues regardless of whether it receives the full amount of
the Subsidy Payments.
The Commission does not believe that failure to receive all or any portion of the Subsidy
Payments, due to sequestration or other causes, will have a material adverse effect on the
Commission’s ability to pay Debt Service on the 2010 Series B Bonds or any other Bonds.
Financial and Operating Risks of the Riverside SR-91 Corridor Improvement Project and
the I-15 Express Lanes Project
The Commission incurred $597,709,010.60 of senior and subordinate debt payable from
and secured by Toll Revenues to finance a portion of the costs of the Riverside SR-91 Corridor
Improvement Project and expects to incur approximately $__________ of senior debt payable
from and secured by toll revenues to finance a portion of the costs of the I-15 Express Lanes
Project. In addition to its debt service obligations arising from such debt, the Commission will
have ongoing operation and maintenance expenses as well as certain repair and rehabilitation
obligations over the 50-year period following substantial completion of the Riverside SR-91
Corridor Improvement Project and the I-15 Express Lanes Project. Moreover, the Commission
will also face continued liability as the owner of the Riverside SR-91 Corridor Improvement
Project and the I-15 Express Lanes Project.
The Commission has limited experience (approximately three months) with the
ownership and operation of enterprises like the Riverside SR-91 Corridor Improvement Project
and the I-15 Express Lanes Project. While the Commission’s financial obligations with respect
to the Riverside SR-91 Corridor Improvement Project and the I-15 Express Lanes Project after
substantial completion are limited to Toll Revenues, any financial distress affecting the Riverside
SR-91 Corridor Improvement Project or the I-15 Express Lanes Project may also affect the
Commission. Neither project is owned by a stand-alone municipal entity that may file for
Chapter 9 bankruptcy separately from the Commission. If either project was to experience
financial difficulty severe enough to justify protection under the Bankruptcy Code, the
Commission would be the entity filing for Chapter 9 bankruptcy. See “Impact of Bankruptcy of
the Commission” below.
Impact of Bankruptcy of the Commission
The Commission may be authorized to file for Chapter 9 municipal bankruptcy under
certain circumstances. Should the Commission file for bankruptcy, there could be adverse effects
on the holders of the 2017 Bonds.
If the Sales Tax Revenues are “special revenues” under the Bankruptcy Code, then Sales
Tax Revenues collected after the date of the bankruptcy filing should be subject to the lien of the
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Indenture. “Special revenues” are defined to include taxes specifically levied to finance one or
more projects or systems, excluding receipts from general property, sales, or income taxes levied
to finance the general purposes of the governmental entity. The Sales Tax was levied to finance
the Expenditure Plan, which includes a number of projects (collectively referred to herein as the
“Expenditure Plan Projects”), and some of these Expenditure Plan Projects are described in
broad terms. If a court determined that the Sales Tax was levied to finance the general purposes
of the Commission, rather than specific projects, then Sales Tax Revenues would not be special
revenues. No assurance can be given that a court would not hold that the Sales Tax Revenues
are not special revenues. Were the Sales Tax Revenues determined not to be “special revenues,”
then Sales Tax Revenues collected after the commencement of a bankruptcy case would likely
not be subject to the lien of the Indenture. The holders of the 2017 Bonds may not be able to
assert a claim against any property of the Commission other than the Sales Tax Revenues, and
were these amounts no longer subject to the lien of the Indenture following commencement of a
bankruptcy case, then there could thereafter be no amounts from which the holders of the 2017
Bonds are entitled to be paid.
The Bankruptcy Code provides that special revenues can be applied to necessary
operating expenses of the project or system from which the special revenues are derived, before
they are applied to other obligations. This rule applies regardless of the provisions of the
transaction documents. The law is not clear as to whether, or to what extent, Sales Tax Revenues
would be considered to be “derived” from the Expenditure Plan Projects. To the extent that
Sales Tax Revenues are determined to be both special revenues and derived from the
Expenditure Plan Projects, the Commission may be able to use Sales Tax Revenues to pay
necessary operating expenses of the Expenditure Plan Projects, before the remaining Sales Tax
Revenues are turned over to the Trustee to pay amounts owed to the holders of the 2017 Bonds.
It is not clear precisely which expenses would constitute necessary operating expenses.
If the Commission is in bankruptcy, the parties (including the holders of the 2017 Bonds)
may be prohibited from taking any action to collect any amount from the Commission or to
enforce any obligation of the Commission, unless the permission of the bankruptcy court is
obtained. These restrictions may also prevent the Trustee from making payments to the holders
of the 2017 Bonds from funds in the Trustee’s possession. The procedure pursuant to which
Sales Tax Revenues are paid directly by the Board of Equalization to the Trustee may no longer
be enforceable, and the Commission may be able to require the Board of Equalization to pay
Sales Tax Revenues directly to the Commission.
The Commission as a debtor in bankruptcy may be able to borrow additional money that
is secured by a lien on any of its property (including Sales Tax Revenues), which lien could have
priority over the lien of the Indenture, or to cause some Sales Tax Revenues to be released to it,
free and clear of lien of the Indenture, in each case provided that the bankruptcy court determines
that the rights of the Trustee and the holders of the 2017 Bonds will be adequately protected.
The Commission may also be able, without the consent and over the objection of the Trustee and
the holders of the 2017 Bonds, to alter the priority, interest rate, payment terms, collateral,
maturity dates, payment sources, covenants (including tax-related covenants), and other terms or
provisions of the Indenture and the 2017 Bonds, provided that the bankruptcy court determines
that the alterations are “fair and equitable.”
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There may be delays in payments on the 2017 Bonds while the court considers any of
these issues. There may be other possible effects of a bankruptcy of the Commission that could
result in delays or reductions in payments on the 2017 Bonds, or result in losses to the holders of
the 2017 Bonds. Regardless of any specific adverse determinations in a Commission bankruptcy
proceeding, the fact of a Commission bankruptcy proceeding could have an adverse effect on the
liquidity and value of the 2017 Bonds.
FINANCIAL STATEMENTS
The financial statements of the Commission for the Fiscal Year ended June 30, 2016,
included in the 2016 CAFR which is attached as APPENDIX A to this Official Statement, have
been audited by Macias Gini & O’Connell LLP, certified public accountants, as stated in its
report therein. Macias Gini & O’Connell LLP, the Commission’s independent auditor, has not
been engaged to perform, and has not performed, since the date of its report included therein, any
procedures on the financial statements addressed in that report. Macias Gini & O’Connell LLP
also has not performed any procedures relating to this Official Statement. Except as described
herein, the Commission represents that there has been no material adverse change in its financial
position since June 30, 2016.
LITIGATION
There is not now pending any litigation restraining or enjoining the imposition or
collection of the Sales Tax, the construction or operation of the SR-91 Corridor Improvement
Project or the I-15 Express Lanes Project or the issuance or delivery of the 2017 Bonds or
questioning or affecting the validity of the 2017 Bonds or the proceedings and authority under
which they are to be issued. Neither the creation, organization or existence of the Commission,
nor the title of the present members of the Commission to their respective offices, is being
contested.
TAX MATTERS
In the opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the Commission
(“Bond Counsel”), based upon an analysis of existing laws, regulations, rulings and court
decisions, and assuming, among other matters, the accuracy of certain representations and
compliance with certain covenants, interest on the 2017 Bonds is excluded from gross income
for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 (the
“Code”) and is exempt from State of California personal income taxes. Bond Counsel is of the
further opinion that interest on the 2017 Bonds is not a specific preference item for purposes of
the federal individual or corporate alternative minimum taxes, although Bond Counsel observes
that such interest is included in adjusted current earnings when calculating corporate alternative
minimum taxable income. A complete copy of the proposed form of opinion of Bond Counsel is
included herein as APPENDIX F.
To the extent the issue price of any maturity of the 2017 Bonds is less than the amount to
be paid at maturity of such 2017 Bonds (excluding amounts stated to be interest and payable at
least annually over the term of such 2017 Bonds), the difference constitutes “original issue
discount,” the accrual of which, to the extent properly allocable to each owner thereof, is treated
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as interest on the 2017 Bonds which is excluded from gross income for federal income tax
purposes and State of California personal income taxes. For this purpose, the issue price of a
particular maturity of the 2017 Bonds is the first price at which a substantial amount of such
maturity of the 2017 Bonds is sold to the public (excluding bond houses, brokers, or similar
persons or organizations acting in the capacity of underwriters, placement agents or wholesalers).
The original issue discount with respect to any maturity of the 2017 Bonds accrues daily over the
term to maturity of such 2017 Bonds on the basis of a constant interest rate compounded
semiannually (with straight-line interpolations between compounding dates). The accruing
original issue discount is added to the adjusted basis of such 2017 Bonds to determine taxable
gain or loss upon disposition (including sale, redemption, or payment on maturity) of such 2017
Bonds. Owners of the 2017 Bonds should consult their own tax advisors with respect to the tax
consequences of ownership of 2017 Bonds with original issue discount, including the treatment
of purchasers who do not purchase such 2017 Bonds in the original offering to the public at the
first price at which a substantial amount of such 2017 Bonds is sold to the public.
2017 Bonds purchased, whether at original issuance or otherwise, for an amount higher
than their principal amount payable at maturity (or, in some cases, at their earlier call date)
(“Premium Bonds”) will be treated as having amortizable bond premium. No deduction is
allowable for the amortizable bond premium in the case of bonds, like the Premium Bonds, the
interest on which is excluded from gross income for federal income tax purposes. However, the
amount of tax-exempt interest received, and a purchaser’s basis in a Premium Bond, will be
reduced by the amount of amortizable bond premium properly allocable to such purchaser.
Owners of Premium Bonds should consult their own tax advisors with respect to the proper
treatment of amortizable bond premium in their particular circumstances.
The Code imposes various restrictions, conditions and requirements relating to the
exclusion from gross income for federal income tax purposes of interest on obligations such as
the 2017 Bonds. The Commission has made certain representations and covenanted to comply
with certain restrictions, conditions and requirements designed to ensure that interest on the 2017
Bonds will not be included in federal gross income. Inaccuracy of these representations or
failure to comply with these covenants may result in interest on the 2017 Bonds being included
in gross income for federal income tax purposes, possibly from the date of original issuance of
the 2017 Bonds. The opinion of Bond Counsel assumes the accuracy of these representations
and compliance with these covenants. Bond Counsel has not undertaken to determine (or to
inform any person) whether any actions taken (or not taken), or events occurring (or not
occurring), or any other matters coming to Bond Counsel’s attention after the date of issuance of
the 2017 Bonds may adversely affect the value of, or the tax status of interest on, the 2017
Bonds. Accordingly, the opinion of Bond Counsel is not intended to, and may not, be relied
upon in connection with any such actions, events or matters.
Although Bond Counsel is of the opinion that interest on the 2017 Bonds is excluded
from gross income for federal income tax purposes and is exempt from State of California
personal income taxes, the ownership or disposition of, or the accrual or receipt of amounts
treated as interest on, the 2017 Bonds may otherwise affect a beneficial owner’s federal, state or
local tax liability. The nature and extent of these other tax consequences depends upon the
particular tax status of the beneficial owner or the beneficial owner’s other items of income or
deduction. Bond Counsel expresses no opinion regarding any such other tax consequences.
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Current and future legislative proposals, if enacted into law, clarification of the Code or
court decisions may cause interest on the 2017 Bonds to be subject, directly or indirectly, in
whole or in part, to federal income taxation or to be subject to or exempted from state income
taxation, or otherwise prevent beneficial owners from realizing the full current benefit of the tax
status of such interest. For example, budget proposals in recent years have proposed legislation
that would limit the exclusion from gross income of interest on the 2017 Bonds to some extent
for high-income individuals. The introduction or enactment of any such legislative proposals or
clarification of the Code or court decisions may also affect, perhaps significantly, the market
price for, or marketability of, the 2017 Bonds. Prospective purchasers of the 2017 Bonds should
consult their own tax advisors regarding the potential impact of any pending or proposed federal
or state tax legislation, regulations or litigation, as to which Bond Counsel is expected to express
no opinion.
The opinion of Bond Counsel is based on current legal authority, covers certain matters
not directly addressed by such authorities, and represents Bond Counsel’s judgment as to the
proper treatment of the 2017 Bonds for federal income tax purposes. It is not binding on the
Internal Revenue Service (“IRS”) or the courts. Furthermore, Bond Counsel cannot give and has
not given any opinion or assurance about the future activities of the Commission, or about the
effect of future changes in the Code, the applicable regulations, the interpretation thereof or the
enforcement thereof by the IRS. The Commission has covenanted, however, to comply with the
requirements of the Code.
Bond Counsel’s engagement with respect to the 2017 Bonds ends with the issuance of the
2017 Bonds, and, unless separately engaged, Bond Counsel is not obligated to defend the
Commission or the beneficial owners regarding the tax-exempt status of the 2017 Bonds in the
event of an audit examination by the IRS. Under current procedures, parties other than the
Commission and its appointed counsel, including the beneficial owners, would have little, if any,
right to participate in the audit examination process. Moreover, because achieving judicial
review in connection with an audit examination of tax-exempt bonds is difficult, obtaining an
independent review of IRS positions with which the Commission legitimately disagrees may not
be practicable. Any action of the Internal Revenue Service, including but not limited to selection
of the 2017 Bonds for audit, or the course or result of such audit, or an audit of bonds presenting
similar tax issues, may affect the market price for, or the marketability of, the 2017 Bonds, and
may cause the Commission or the beneficial owners to incur significant expense.
CERTAIN LEGAL MATTERS
The validity of the Bonds and certain other legal matters are subject to the approving
opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the Commission. A complete
copy of the proposed form of Bond Counsel opinion is contained in APPENDIX F hereto. Bond
Counsel undertakes no responsibility for the accuracy, completeness or fairness of this Official
Statement. Certain legal matters will be passed upon for the Commission by Norton Rose
Fulbright US LLP, Los Angeles, California, as Disclosure Counsel, and by Best Best & Krieger
LLP, Riverside, California, the General Counsel for the Commission. Compensation paid to
Bond Counsel and Disclosure Counsel is conditioned upon the successful issuance of the 2017
Bonds.
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RATINGS
S&P Global Ratings, a business unit of Standard & Poor’s Financial Services LLC, and
Fitch Ratings have assigned the 2017 Bonds the long-term municipal bond credit ratings of
“___” and “___,” respectively. Each such rating should be evaluated independently of any other
rating. Such ratings reflect only the views of such organizations and any desired explanation of
the significance of such ratings should be obtained from the rating agency furnishing the same.
The ratings described above do not constitute a recommendation to buy, sell or hold the
2017 Bonds. The Commission has furnished to the rating agencies certain information respecting
the 2017 Bonds and the Commission. Generally, rating agencies base their ratings on such
information and materials and their own investigations, studies and assumptions. The ratings are
subject to revision, suspension or withdrawal at any time by the rating agencies, and there is no
assurance that the ratings will continue for any period of time or that they will not be lowered or
withdrawn. The Commission undertakes no responsibility to oppose any such revision,
suspension or withdrawal. Any downward revision, suspension or withdrawal of any rating may
have an adverse effect on the market price of the 2017 Bonds or the ability to sell the 2017
Bonds.
UNDERWRITING
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co. and
Barclays Capital LLC, as co-representatives of themselves and Academy Securities Inc. and
Fidelity Capital Markets, underwriters of the 2017 Bonds (collectively, the “Underwriters”),
have agreed, subject to certain conditions, to purchase the 2017 Bonds at a price of $__________
(representing the aggregate principal amount of the 2017 Bonds, plus/less a premium/discount of
$________, less an underwriters’ discount of $________).
The Bond Purchase Agreement for the 2017 Bonds provides that the Underwriters will
purchase all the 2017 Bonds if any are purchased. The delivery of the 2017 Bonds is conditioned
upon the prior execution of the TIFIA Loan Agreement. The 2017 Bonds may be offered and
sold by the Underwriters to certain dealers and others at yields lower than the public offering
yields indicated on the inside cover hereof, and such public offering yields may be changed,
from time to time, by the Underwriters.
An affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated, one of the
Underwriters, is a counterparty under an interest rate swap agreement (the BofA Swap
Agreement) that hedges the 2009 Series B Bonds and 2009 Series C Bonds.
Barclays Capital LLC, one of the Underwriters, serves as the Commission’s commercial
paper dealer and remarketing agent for the 2009 Series B Bonds and 2009 Series C Bonds.
The following paragraphs have been provided by the Underwriters for inclusion in this
Official Statement and the Commission does not assume any responsibility for the accuracy or
completeness of such statements or information.
Academy Securities, Inc., Co-Manager of the 2017 Bonds, has entered into Distribution
Agreements with The Vanguard Group, TD Ameritrade Inc., Stoever, Glass & Company Inc.,
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BNY Mellon Capital Markets LLC, R. Seelaus & Co., Douglas & Co. Municipals, Inc., Ross,
Sinclaire & Associates, Inc., W.H. Mell Associates, Inc., Intercoastal Capital Markets, Inc., and
Janney Montgomery Scott LLC for the retail distribution of certain municipal securities at the
original issue prices. Pursuant to these Distribution Agreements (if applicable to this transaction),
Academy Securities may share a portion of its underwriting compensation with these firms.
The Underwriters and their respective affiliates are full service financial institutions
engaged in various activities, which may include sales and trading, commercial and investment
banking, advisory, investment management, investment research, principal investment, hedging,
market making, brokerage and other financial and non-financial activities and services. Under
certain circumstances, the Underwriters and their affiliates may have certain creditor and/or other
rights against the Commission and its affiliates in connection with such activities. In the various
course of their various business activities, the Underwriters and their respective affiliates,
officers, directors and employees may purchase, sell or hold a broad array of investments and
actively traded securities, derivatives, loans, commodities, currencies, credit default swaps and
other financial instruments for their own account and for the accounts of their customers, and
such investment and trading activities may involve or relate to assets, securities and/or
instruments of the Commission (directly, as collateral securing other obligations or otherwise)
and/or persons and entities with relationships with the Commission. The Underwriters and their
respective affiliates may also communicate independent investment recommendations, market
color or trading ideas and/or publish or express independent research views in respect of such
assets, securities or instruments and may at any time hold, or recommend to clients that they
should acquire, long and/or short positions in such assets, securities and instruments
MUNICIPAL ADVISOR
The Commission has retained Fieldman, Rolapp & Associates, Irvine, California, as
Municipal Advisor in connection with the issuance of the 2017 Bonds. Unless specifically noted,
the Municipal Advisor is not obligated to undertake, and has not undertaken to make, an
independent verification or assume responsibility for the accuracy, completeness or fairness of
the information contained in this Official Statement. The Municipal Advisor is an independent
municipal advisory firm and is not engaged in the business of underwriting, trading or
distributing municipal securities or other public securities. Compensation paid to the Municipal
Advisor is contingent upon the successful issuance of the 2017 Bonds.
CONTINUING DISCLOSURE
The Commission has agreed to execute the Continuing Disclosure Agreement and will
covenant therein for the benefit of the beneficial owners of the 2017 Bonds to provide certain
financial information and operating data relating to the Commission and the Sales Tax by not
later than nine months after the end of the Commission’s prior fiscal year (the “Annual
Reports”), and to provide notices of the occurrence of certain enumerated events (the “Listed
Events”). The Annual Reports and notices of Listed Events will be filed with the MSRB. See
“APPENDIX D – FORM OF CONTINUING DISCLOSURE AGREEMENT.”
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MISCELLANEOUS
The references herein to the Act and the Indenture are brief outlines of certain provisions
thereof. Such outlines do not purport to be complete and for full and complete statements of
such provisions reference is made to said documents or the Act, as the case may be. Copies of
the documents mentioned under this heading are available for inspection at the Commission and
following delivery of the 2017 Bonds will be on file at the offices of the Trustee in Los Angeles,
California. References are made herein to certain documents and reports which are brief
summaries thereof which do not purport to be complete or definitive. Reference is made to such
documents and reports for full and complete statements of the content thereof.
Any statement in this Official Statement involving matters of opinion, whether or not
expressly so stated, are intended as such and not as representations of fact. This Official
Statement is not to be construed as a contract or agreement between the Commission and the
purchasers or Holders of any of the 2017 Bonds. The execution and delivery of this Official
Statement has been duly authorized by the Commission.
RIVERSIDE COUNTY TRANSPORTATION
COMMISSION
By:
Executive Director
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APPENDIX A
COMMISSION AUDITED FINANCIAL STATEMENTS FOR
FISCAL YEAR ENDED JUNE 30, 2016
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APPENDIX B
COUNTY OF RIVERSIDE DEMOGRAPHIC AND ECONOMIC INFORMATION
[update appendix as 2016 data becomes available]
Set forth below is certain demographic and economic information with respect to the
County of Riverside (the “County”). Such information is provided as general information and
has been obtained from sources that the Commission believes to be reliable, but the Commission
makes no representation as to the accuracy or completeness of the information included. The
weakness of the economy at the County, State and national levels may not be reflected in the
data presented below, as more recent information has not been made available to the
Commission.
The County was organized in 1893 from territory in San Bernardino and San Diego
Counties and encompasses 7,177 square miles. The County is bordered on the north by San
Bernardino County, on the east by the State of Arizona, on the south by San Diego and Imperial
Counties and on the west by Orange and San Bernardino Counties. The County is the fourth
largest county (by area) in the State and stretches 185 miles from the Arizona border to within 20
miles of the Pacific Ocean. There are 28 incorporated cities in the County. In its 123 years of
existence, the County's economy has diversified and prospered. Originally, the County was a
very agricultural area, known for a variety of crops grown on its fertile soils. The County
remains a strong agricultural area, but it is increasingly becoming a leader in manufacturing,
transportation, construction, and tourism.
Population
According to the State Department of Finance, Demographic Research Unit, the County’s
population was estimated at 2,347,828 as of January 1, 2016, representing an approximately
1.3% increase over the County’s population as estimated for the prior year, and a rate higher than
the statewide population increase of 0.9% for the same period. According to the State
Department of Finance, Demographic Research Unit, the County’s population was estimated at
2,360,727 as of July 1, 2016.
For the ten year period of January 1, 2006 to January 1, 2016, the County’s population
grew by approximately 18.82%. During this period, the cities of Eastvale, Jurupa Valley,
Menifee and Wildomar incorporated, and account for a total population of 12.16% of the County
as of January 1, 2016.
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The following table sets forth annual population figures as of January 1 of each year for
cities located within the County for each of the years listed:
COUNTY OF RIVERSIDE
POPULATION OF CITIES WITHIN THE COUNTY
(As of January 1)
City 2012 2013 2014 2015 2016
Banning 30,133 30,332 30,483 30,659 30,834
Beaumont 39,359 40,666 41,864 43,601 45,118
Blythe 20,570 19,894 19,305 19,254 19,813
Calimesa 7,956 7,932 8,040 8,138 8,289
Canyon Lake 10,629 10,543 10,564 10,608 10,681
Cathedral City 52,485 53,163 53,480 53,859 54,261
Coachella 42,426 43,676 44,614 45,001 45,407
Corona 156,178 159,469 162,000 163,317 164,659
Desert Hot Springs 27,973 28,385 28,605 28,794 29,048
Eastvale 55,881 57,458 59,375 60,825 63,162
Hemet 79,489 78,842 79,176 79,548 80,070
Indian Wells 5,103 5,199 5,265 5,336 5,412
Indio 79,185 83,450 84,655 86,683 88,058
Jurupa Valley 95,970 95,731 96,025 96,898 98,177
Lake Elsinore 53,457 56,039 57,368 59,142 61,006
La Quinta 38,100 38,156 38,720 39,311 39,977
Menifee 81,540 83,885 85,455 87,286 89,004
Moreno Valley 198,353 200,889 202,191 203,696 205,383
Murrieta 107,214 110,183 111,226 112,576 113,795
Norco 27,314 27,048 27,037 26,392 26,896
Palm Desert 48,924 48,282 48,494 48,835 49,335
Palm Springs 45,326 45,465 45,818 46,204 46,654
Perris 70,307 70,700 71,743 72,476 73,722
Rancho Mirage 17,583 17,685 17,783 17,920 18,070
Riverside 311,332 316,162 318,511 321,655 324,696
San Jacinto 45,385 46,216 46,649 47,087 47,656
Temecula 103,133 104,145 105,368 107,794 109,064
Wildomar 33,050 33,685 34,271 34,758 35,168
TOTALS
Incorporated 1,884,355 1,913,280 1,934,085 1,957,653 1,983,415
Unincorporated 355,360 353,269 357,008 360,271 364,413
County-Wide 2,239,715 2,266,549 2,291,093 2,317,924 2,347,828
California 37,881,357 38,239,207 38,567,459 38,907,642 39,255,883
____________________
Source: State Department of Finance, Demographic Research Unit.
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Industry and Employment
The County is a part of the Riverside-San Bernardino-Ontario Metropolitan Statistical
Area (“MSA”), which includes all of Riverside and San Bernardino Counties. The following
table sets forth the annual average employment by industry for the Riverside-San Bernardino-
Ontario MSA.
RIVERSIDE-SAN BERNARDINO-ONTARIO MSA
ANNUAL AVERAGE EMPLOYMENT(1)
Industry 2011 2012 2013 2014 2015
Total Farm 14,900 15,000 14,500 14,400 15,100
Construction 59,100 62,600 70,000 77,600 85,200
Financial Activities 39,500 40,200 41,300 42,300 43,200
Government 227,500 224,600 225,200 228,800 233,400
Manufacturing 85,100 86,700 87,300 91,300 95,600
Nondurable Goods 29,300 29,800 30,100 31,100 32,800
Durable Goods 55,800 56,900 57,300 60,200 62,800
Mining & Logging 1,000 1,200 1,200 1,300 1,300
Retail Trade 158,500 162,400 164,800 169,400 173,500
Professional and Business Services 126,000 127,500 132,400 139,300 144,400
Educational and Health Services 165,400 173,600 187,600 194,800 205,000
Leisure and Hospitality 124,000 129,400 135,900 144,800 151,500
Other Services 39,100 40,100 41,100 43,000 44,000
Transportation, Warehousing
and Utilities 67,900 73,000 78,400 86,600 97,300
Wholesale Trade 49,200 52,200 56,400 58,900 61,700
Information 12,200 11,700 11,500 11,300 11,300
TOTAL, All Industries(2) 1,169,400 1,200,200 1,247,800 1,303,700 1,362,400
___________________________
Source: State Employment Development Department, Labor Market Information Division.
(1) Based on a March 2015 Benchmark.
(2) The employment figures by industry which are shown above are not directly comparable to “TOTAL, All
Industries” due to rounding.
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The following table sets forth certain of the ten major employers located in the County as
of 2015:
COUNTY OF RIVERSIDE
CERTAIN MAJOR EMPLOYERS
(2015)(1)
Company Name Product/Service
No. of Local
Employees
County of Riverside County Government 20,684
March Air Reserve Base Military Reserve Base 8,500
Stater Bros Market Supermarkets 6,900
Wal-Mart Retailer 6,550
University of California, Riverside University 5,768
Kaiser Permanente Riverside Medical Center Hospital 5,300
Corona-Norco Unified School District School District 4,932
Temecula Valley Unified School District School District 4,000
Riverside Unified School District School District 3,871
Hemet Unified School District School District 3,400
____________________
Source: Riverside County Economic Development Agency.
(1) Most current year for which data is available.
Unemployment statistics for the County, the State and the United States for the years
2011 through 2015 and partial data for 2016, as indicated, are set forth in the following table.
COUNTY OF RIVERSIDE
COUNTY, STATE AND NATIONAL UNEMPLOYMENT DATA
2011 2012 2013 2014 2015 2016
County(1) 13.2% 11.6% 9.9% 8.2% 6.7% 6.3%(2)
California(1) 11.7 10.4 8.9 7.5 6.2 5.5(2)
United States(3) 9.1 8.2 7.5 6.1 5.3 4.9
____________________
Source: State of California Employment Development Department Labor Market Information Division for the County and
California; U.S. Bureau of Labor Statistics for the United States.
(1) Data is not seasonally adjusted. The unemployment data for the County and the State is calculated using unrounded data.
(2) For October 2016.
(3) For June of the given year; data is seasonally adjusted.
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Commercial Activity
Commercial activity is an important factor in the County’s economy. Much of the
County’s commercial activity is concentrated in central business districts or small neighborhood
commercial centers in cities. There are five regional shopping malls in the County: Galleria at
Tyler (Riverside), Hemet Valley Mall, Westfield Palm Desert Shopping Center, Moreno Valley
Mall, and The Promenade in Temecula. There are also two factory outlet malls (Desert Hills
Factory Stores and Lake Elsinore Outlet Center) and over 200 area centers in the County.
Taxable Sales Transactions
The following table sets forth taxable sale transactions in the County for the years 2010
through 2014, the last year being the most recent full year of which annual data is currently
available. Taxable sale transaction information by industry for 2015 is not yet available.
COUNTY OF RIVERSIDE
TAXABLE SALES TRANSACTIONS
(In Thousands)
2010 2011 2012 2013 2014
Motor Vehicles and Parts Dealers $ 2,620,568 $ 3,010,487 $ 3,493,098 $ 3,965,201 4,417,943
Furniture and Home Furnishings 412,325 436,482 441,649 486,061 520,393
Electronics and Appliances Stores 470,784 478,406 488,419 510,423 510,061
Building Materials, Garden Equipment
and Supplies 1,232,145 1,303,073 1,365,513 1,535,178 1,706,183
Food and Beverage Stores 1,267,758 1,304,731 1,356,148 1,421,590 1,509,403
Health and Personal Care Stores 400,207 454,268 490,238 523,724 544,958
Gasoline Stations 2,685,840 3,300,785 3,516,040 3,456,322 3,426,830
Clothing and Clothing Accessories Stores 1,391,174 1,505,821 1,672,482 1,771,603 1,989,623
Sporting Goods, Hobby, Book and Music
Stores 428,121 454,971 467,536 499,366 519,188
General Merchandise Stores 2,947,905 3,051,709 3,174,022 3,298,920 3,289,057
Miscellaneous Store Retailers 652,273 700,338 742,118 758,664 809,032
Nonstore Retailers 92,916 101,876 142,081 243,334 309,809
Food Services and Drinking Places 2,317,486 2,473,339 2,668,324 2,836,388 3,093,862
Total Retail and Food Services(1) 16,919,500 18,576,285 20,016,668 21,306,774 22,646,343
All Other Outlets 6,233,280 7,065,212 8,079,341 8,758,693 9,389,345
Total All Outlets(1) $23,152,780 $25,641,497 $28,096,009 $30,065,467 32,035,687
__________________
Source: California State Board of Equalization, Research and Statistics Division.
(1) Amounts subject to rounding differences.
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Building and Real Estate Activity
The following tables set forth five-year summaries of building permit valuations and new
dwelling units authorized in the County (in both incorporated and unincorporated areas) for the
years 2011 through 2015.
COUNTY OF RIVERSIDE
BUILDING PERMIT VALUATIONS
(In Thousands)
2011 2012 2013 2014 2015
RESIDENTIAL
New Single-Family $ 651,747 $ 854,814 $1,134,158 $1,296,553 $1,267,593
New Multi-Family 115,064 99,578 136,501 178,117 110,458
Alterations and Adjustments 119,684 84,517 94,422 147,081 113,615
Total Residential 886,495 1,038,909 1 ,365,081 1,621,751 1,491,666
NON-RESIDENTIAL
New Commercial 152,160 346,865 80,510 184,138 182,089
New Industry 10,000 3,767 140,972 161,321 111,070
New Other(1) 99,898 78,602 184,500 142,204 215,914
Alterations & Adjustments 297,357 154,325 364,616 327,327 299,882
Total Nonresidential 559,415 583,559 770,598 814,990 808,955
TOTAL ALL BUILDING $1,445,910 $1,622,468 $2,135,679 $2,436,741 $2,300,621
____________________
Source: Construction Industry Research Board for years 2011, 2014 and 2015; California Homebuilding Foundation for years 2012
and 2013.
(1) Includes churches and religious buildings, hospitals and institutional buildings, schools and educational buildings, residential
garages, and public works and utilities buildings.
COUNTY OF RIVERSIDE
NUMBER OF NEW DWELLING UNITS
2011 2012 2013 2014 2015
Single Family 2,659 3,467 4,671 5,007 4,833
Multi-Family 1,061 829 1,415 1,931 1,189
TOTAL 3,720 4,296 6,086 6,938 6,022
____________________
Source: Construction Industry Research Board for years 2011, 2014 and 2015; California Homebuilding Foundation/Construction
Industry Research Board for years 2012 and 2013.
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The following table sets forth the annual median housing prices for Los Angeles County,
Riverside County, San Bernardino County and Southern California for the years 2011 through
2015.
COUNTY OF RIVERSIDE
COMPARISON OF MEDIAN HOUSING PRICES
Year Los Angeles Riverside San Bernardino
Southern
California(1)
2011 $315,000 $195,000 $150,000 $280,000
2012 330,000 210,000 163,000 300,000
2013 411,000 259,000 205,000 370,000
2014 455,000 293,000 240,000 410,000
2015 487,500 310,000 262,000 431,000
____________________
Source: MDA DataQuick Information Systems.
(1) Southern California comprises Los Angeles, Orange, San Diego, Riverside, San Bernardino and Ventura Counties.
The following table sets forth the home and condominium foreclosures recorded in Los
Angeles County, Riverside County, San Bernardino County and Southern California for the
years 2011 through 2015.
COUNTY OF RIVERSIDE
COMPARISON OF HOME FORECLOSURES
Year Los Angeles Riverside
San
Bernardino
Southern
California(1)
2011 25,597 17,383 14,181 77,105
2012 15,271 10,657 9,262 47,347
2013 6,469 4,191 4,088 19,470
2014 4,566 2,912 2,984 13,787
2015 3,970 2,463 2,616 11,959
____________________
Source: MDA DataQuick Information Systems.
(1) Southern California comprises Los Angeles, Orange, San Diego, Riverside, San Bernardino and Ventura Counties.
Agriculture
Agriculture remains an important source of income in the County. Principal agricultural
products are: nursery, milk, table grapes, eggs, avocados, grapefruit, alfalfa, bell peppers, dates,
and lemons. Four areas in the County account for the major portion of agricultural activity: the
Riverside/Corona and San Jacinto/Temecula Valley Districts in the western portion of the
County, the Coachella Valley in the central portion and the Palo Verde Valley near the County’s
eastern border. The value of agricultural production in the County for the years 2011 through
2015 is set forth in the following table.
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COUNTY OF RIVERSIDE
VALUE OF AGRICULTURAL PRODUCTION
2011 2012 2013 2014 2015
Citrus Fruits $ 119,942,513 $ 125,711,000 $ 142,404,000 $ 170,891,000 $ 187,673,000
Trees and Vines 232,649,262 217,214,000 232,536,000 223,593,000 234,928,000
Vegetables, Melons, Misc. 278,628,295 286,234,000 340,407,000 337,404,000 327,199,000
Field and Seed Crops 149,198,052 147,352,000 154,582,000 156,575,000 122,794,000
Nursery 200,154,964 190,878,000 191,215,000 172,910,000 158,648,000
Apiculture 4,844,400 4,983,000 4,715,000 4,819,000 4,897,000
Aquaculture 4,808,250 4,205,000 2,262,000 5,078,000 5,397,000
Livestock and Poultry 292,030,380 276,553,000 259,683,000 290,746,000 260,015,000
Grand Total $1,282,256,116 $1,253,130,000 $1,327,804,000 $1,362,016,000 $1,301,551,000
____________________
Source: Riverside County Agricultural Production Report.
Transportation
Several major freeways and highways provide access between the County and all parts of
Southern California. State Route 91 extends southwest from Riverside through Corona and
connects with the Orange County freeway network in Fullerton. Interstate 10 traverses most of
the width of the County, the western-most portion of which links up with major cities and
freeways in Los Angeles County and the southern part of San Bernardino County, with the
eastern part linking to the County’s desert cities and Arizona. Interstate 15 and 215 extend north
and then east to Las Vegas, and south to San Diego. State Route 60 provides an alternate (to
Interstate 10) east-west link to Los Angeles County. Riverside 91 Express Lanes that connect
with the OCTA SR-91 Express Lanes at the Orange County/Riverside County line and continue
to the Interstate 15/State Route 91 interchange are under construction and expected to open in
early 2017. When travelling along State Route 91 through Corona, vehicles will be able to use
either the tolled express lanes or the general purpose lanes, which are free.
Metrolink provides commuter rail service to Los Angeles, San Bernardino and Orange
Counties from nine stations in the County. Transcontinental passenger rail service is provided by
Amtrak with stops in Riverside and Palm Springs. Freight service to major west coast and
national markets is provided by two transcontinental railroads–Union Pacific Railroad and the
BNSF Railway Company. Truck service is provided by several common carriers, making
available overnight delivery service to major California cities.
Transcontinental bus service is provided by Greyhound Lines. Intercounty, intercity and
local bus service is provided by the Riverside Transit Agency to western County cities and
communities. There are also four municipal transit operators in the western County providing
services within the cities of Banning, Beaumont, Corona and Riverside. The SunLine Transit
Agency provides local bus service throughout the Coachella Valley, servicing the area from
Desert Hot Springs to Oasis and from Palm Springs to Riverside. The Palo Verde Valley Transit
Agency provides service in the far eastern portion of the County (City of Blythe and surrounding
communities).
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The County seat, located in the City of Riverside, is within 20 miles of the Ontario
International Airport in neighboring San Bernardino County. This airport is operated by Los
Angeles World Airports, a proprietary department of the City of Los Angeles, and is scheduled
to be transferred by the City of Los Angeles to a joint powers authority in 2016. Four major
airlines schedule commercial flight service at Palm Springs Regional Airport. County-operated
general aviation airports include those in Thermal, Hemet, Blythe and French Valley. The cities
of Riverside, Corona and Banning also operate general aviation airports. There is a military base
at March Air Reserve Base, which converted from an active duty base to a reserve-only base on
April 1, 1996. The March AFB Joint Powers Authority (the “JPA”), comprised of the County
and the Cities of Riverside, Moreno Valley and Perris, is responsible for planning and
developing joint military and civilian use. The JPA has constructed infrastructure improvements,
entered into leases with private users and initialized a major business park project.
Education
There are four elementary school districts, one high school district, eighteen unified
(K-12) school districts and four community college districts in the County. Ninety-two percent
of all K-12 students attend schools in the unified school districts. The three largest unified
school districts are Riverside Unified School District, Moreno Valley Unified School District
and Corona-Norco Unified School District.
There are seven two-year community college campuses located in the communities of
Riverside, Moreno Valley, Norco, San Jacinto, Menifee, Coachella Valley and Palo Verde
Valley. There are also three universities located in the City of Riverside: the University of
California at Riverside, La Sierra University and California Baptist University. In addition, a
campus of California State University San Bernardino is located in Palm Desert.
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APPENDIX C
SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE
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APPENDIX D
FORM OF CONTINUING DISCLOSURE AGREEMENT
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APPENDIX E
BOOK ENTRY SYSTEM
The information in this Appendix E concerning The Depository Trust Company, New
York, New York (“DTC”), and DTC’s Book-Entry System has been obtained from DTC and the
Commission and the Trustee take no responsibility for the completeness or accuracy thereof.
The Commission and the Trustee cannot and do not give any assurances that DTC
(defined below), DTC Participants or Indirect Participants or others will distribute any
(a) payments of principal or purchase price or interest with respect to the 2017 Bonds,
(b) certificates representing ownership interest in or other confirmation or ownership interest in
the 2017 Bonds, or (c) redemption or other notices sent to DTC or Cede & Co., its nominee, as
the registered owner of the 2017 Bonds, or that they will do so on a timely basis, or that DTC,
DTC Participants or DTC Indirect Participants will act in the manner described in this
Appendix E. The current “Rules” applicable to DTC are on file with the Securities and Exchange
Commission and the current “Procedures” of DTC to be followed in dealing with DTC
Participants are on file with DTC. The Commission and the Trustee are not responsible or liable
for the failure of DTC or any DTC Participant to make any payment or give any notice to a
beneficial owner with respect to the 2017 Bonds or an error or delay relating thereto.
The Depository Trust Company, New York, NY, will act as securities depository for the
2017 Bonds. The 2017 Bonds will be issued as fully-registered securities registered in the name
of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an
authorized representative of DTC. One fully-registered bond certificate will be issued for each
maturity of each series of the 2017 Bonds, in the aggregate principal amount of such maturity,
and will be deposited with DTC.
DTC is a limited-purpose trust company organized under the New York Banking Law, a
“banking organization” within the meaning of the New York Banking Law, a member of the
Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform
Commercial Code, and a “clearing agency” registered pursuant to the provisions of section 17A
of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5
million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and
money market instruments (from over 100 countries) that DTC’s participants (“Direct
Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct
Participants of sales and other securities transactions in deposited securities through electronic
computerized book-entry transfers and pledges between Direct Participants’ accounts. This
eliminates the need for physical movement of securities certificates. Direct Participants include
both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The
Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC,
National Securities Clearing Corporation, and Fixed Income Clearing Corporation, all of which
are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries.
Access to the DTC system is also available to others such as both U.S. and non-U.S. securities
brokers and dealers, banks, trust companies, and clearing corporations that clear through or
maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect
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Participants”). DTC has a Standard & Poor’s rating of AA+. The DTC Rules applicable to its
Participants are on file with the Securities and Exchange Commission. More information about
DTC can be found at www.dtcc.com. The information set forth on such website is not
incorporated by reference herein.
Purchases of 2017 Bonds under the DTC system must be made by or through Direct
Participants, which will receive a credit for the 2017 Bonds on DTC’s records. The ownership
interest of each actual purchaser of each 2017 Bond (“Beneficial Owner”) is in turn to be
recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive
written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to
receive written confirmations providing details of the transaction, as well as periodic statements
of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner
entered into the transaction. Transfers of ownership interests in the 2017 Bonds are to be
accomplished by entries made on the books of Direct and Indirect Participants acting on behalf
of Beneficial Owners. Beneficial Owners will not receive certificates representing their
ownership interests in Bonds, except in the event that use of the book-entry system for the 2017
Bonds is discontinued.
To facilitate subsequent transfers, all 2017 Bonds deposited by Direct Participants with
DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name
as may be requested by an authorized representative of DTC. The deposit of 2017 Bonds with
DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect
any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of
the 2017 Bonds; DTC’s records reflect only the identity of the Direct Participants to whose
accounts such 2017 Bonds are credited, which may or may not be the Beneficial Owners. The
Direct and Indirect Participants will remain responsible for keeping account of their holdings on
behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by
Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to
Beneficial Owners will be governed by arrangements among them, subject to any statutory or
regulatory requirements as may be in effect from time to time.
Redemption notices shall be sent to DTC. If less than all of the 2017 Bonds within an
issue are being redeemed, DTC’s practice is to determine by lot the amount of the interest of
each Direct Participant in such issue to be redeemed.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with
respect to 2017 Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI
Procedures. Under its usual procedures, DTC mails an Omnibus Proxy as soon as possible after
the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those
Direct Participants to whose accounts 2017 Bonds are credited on the record date (identified in a
listing attached to the Omnibus Proxy).
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Principal, premium, if any, and interest payments on the 2017 Bonds will be made to
Cede & Co., or such other nominee as may be requested by an authorized representative of DTC.
DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and
corresponding detail information from the Trustee, on a payable date in accordance with their
respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners
will be governed by standing instructions and customary practices, as is the case with securities
held for the accounts of customers in bearer form or registered in “street name,” and will be the
responsibility of such Participant and not of DTC nor its nominee, the Trustee, or the
Commission, subject to any statutory or regulatory requirements as may be in effect from time to
time. Payment of principal, premium, if any, and interest to Cede & Co. (or such other nominee
as may be requested by an authorized representative of DTC) is the responsibility of the Trustee,
disbursement of such payments to Direct Participants will be the responsibility of DTC, and
disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and
Indirect Participants.
DTC may discontinue providing its services as depository with respect to the 2017 Bonds
at any time by giving reasonable notice to the Trustee. Under such circumstances, in the event
that a successor depository is not obtained, Bond certificates are required to be printed and
delivered.
The Commission may decide to discontinue use of the system of book-entry transfers
through DTC (or a successor securities depository). In that event, bond certificates will be
printed and delivered.
If DTC determines not to continue to act as securities depository by giving notice to the
Commission and the Trustee, and discharges its responsibilities with respect thereto under
applicable law and there is not a successor securities depository, or the Commission determines
that it is in the best interest of the Beneficial Owners of the 2017 Bonds that they be able to
obtain certificates, the Trustee will execute, transfer and exchange 2017 Bonds as requested by
DTC and will deliver new 2017 Bonds in fully registered form in denominations of $5,000
principal amount or any integral multiple thereof in the names of Beneficial Owners or DTC
Participants.
In the event the book-entry system is discontinued, the principal amount of and premium,
if any, payable with respect to the 2017 Bonds will be payable upon surrender thereof at the
principal corporate trust office of the Trustee. The interest on 2017 Bonds will be payable by
check mailed to the respective Owners thereof at their addresses as they appear on the books
maintained by the Trustee.
Any 2017 Bond may, in accordance with its terms, be transferred, upon the register
required to be kept pursuant to the provisions of the Indenture, by the person in whose name it is
registered, in person or by his or her duly authorized attorney, upon surrender of such Bond for
cancellation, accompanied by delivery of a written instrument of transfer, duly executed in a
form approved by the Trustee. The 2017 Bonds may be exchanged at the corporate trust office
of the Trustee for a like aggregate principal amount of 2017 Bonds of other authorized
denominations of the same series, tenor, maturity and interest rate by the person in whose name
it is registered, in person or by his or her duly authorized attorney, upon surrender of such 2017
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Bond for cancellation; provided that no transfer or exchange may occur during the period
established by the Trustee for selection of 2017 Bonds for redemption, or of any 2017 Bond or
portion of a 2017 Bond so selected for redemption. The Trustee shall require the Bondholder
requesting such transfer or exchange to pay any tax or other governmental charge required to be
paid with respect to such exchange.
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APPENDIX F
FORM OF BOND COUNSEL OPINION
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OHSUSA:765987463.8
OH&S Draft – 4/19/17
SEVENTH SUPPLEMENTAL INDENTURE
between
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
and
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
________________________________
Dated as of [July 1, 2017]
________________________________
Relating to
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
SALES TAX REVENUE BONDS
(LIMITED TAX BONDS)
2017 SERIES A
(Supplementing the Indenture
Dated as of June 1, 2008)
ATTACHMENT 3
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ARTICLE XLVIII
DEFINITIONS
Section 48.01. Definitions........................................................................................................ 1
Section 48.02. Rules of Construction ...................................................................................... 3
ARTICLE XLIX
FINDINGS, DETERMINATIONS AND DIRECTIONS
Section 49.01. Findings and Determinations ........................................................................... 3
Section 49.02. Recital in Bonds ............................................................................................... 3
Section 49.03. Effect of Findings and Recital ......................................................................... 4
ARTICLE L
AUTHORIZATION OF 2017 SERIES A BONDS
Section 50.01. Principal Amount, Designation and Series ...................................................... 4
Section 50.02. Purpose and Application of Proceeds .............................................................. 4
Section 50.03. Form, Denomination, Numbers and Letters .................................................... 4
Section 50.04. Date, Maturities and Interest Rates .................................................................. 5
ARTICLE LI
REDEMPTION AND PURCHASE OF 2017 SERIES A BONDS
Section 51.01. Optional Redemption of 2017 Series A Bonds ................................................ 6
Section 51.02. Mandatory Redemption of 2017 Series A Bonds From Mandatory
Sinking Account Payments .............................................................................. 6
Section 51.03. Selection of Bonds for Redemption ................................................................. 7
Section 51.04. Notice of Redemption; Purchase In Lieu of Redemption ................................ 7
ARTICLE LII
ESTABLISHMENT OF FUNDS AND ACCOUNTS AND APPLICATION THEREOF
Section 52.01. Funds and Accounts ......................................................................................... 8
Section 52.02. 2017 Project Fund ............................................................................................ 8
Section 52.03. 2017 Costs of Issuance Fund ........................................................................... 8
Section 52.04. I-15 Trust Fund ................................................................................................ 9
ARTICLE LIII
MISCELLANEOUS
Section 53.01. Severability ...................................................................................................... 9
Section 53.02. Parties Interested Herein .................................................................................. 9
Section 53.03. Headings Not Binding.................................................................................... 10
Section 53.04. Notice Addresses ........................................................................................... 10
Section 53.05. Notices to Rating Agencies ............................................................................ 10
Section 53.06. Indenture to Remain in Effect ........................................................................ 10
Section 53.07. Effective Date of Seventh Supplemental Indenture ....................................... 10
Section 53.08. Execution in Counterparts .............................................................................. 10
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EXHIBITS
EXHIBIT A FORM OF 2017 SERIES A BOND ............................................................... A-1
EXHIBIT B NOTICE ADDRESSES .................................................................................. B-1
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SEVENTH SUPPLEMENTAL INDENTURE
THIS SEVENTH SUPPLEMENTAL INDENTURE, dated as of [July 1, 2017] (this
“Seventh Supplemental Indenture”), between the RIVERSIDE COUNTY TRANSPORTATION
COMMISSION, a public entity duly established and existing under the laws of the State of
California (the “Commission”) and U.S. BANK NATIONAL ASSOCIATION, a national banking
association duly organized and existing under and by virtue of the laws of the United States of
America, as trustee (the “Trustee”):
WITNESSETH:
WHEREAS, this Seventh Supplemental Indenture is supplemental to the Indenture, dated
as of June 1, 2008 (as supplemented and amended from time to time pursuant to its terms, the
“Indenture”), between the Commission and the Trustee;
WHEREAS, the Indenture provides that the Commission may issue Bonds from time to
time as authorized by a Supplemental Indenture, which Bonds are to be payable from Revenues
and from such other sources as may be specified with respect to a particular Series of Bonds in the
Supplemental Indenture authorizing such Series;
WHEREAS, the Commission has heretofore issued its Sales Tax Revenue Bonds (Limited
Tax Bonds), 2009 Series B, 2009 Series C, 2010 Series A, 2010 Series B, 2013 Series A and Sales
Tax Revenue Refunding Bonds (Limited Tax Bonds), 2016 Series A and such bonds are
outstanding in the aggregate principal amount of $756,240,000, secured by the pledge of Revenues
and other monies as set forth in the Indenture; and
WHEREAS, the Commission desires to provide at this time for the issuance of an
additional Series of Bonds to be designated “Riverside County Transportation Commission Sales
Tax Revenue Bonds (Limited Tax Bonds), 2017 Series A” (the “2017 Series A Bonds”) for the
purpose of providing funds to pay for a portion of the Costs of the Project, to retire [$20,000,000]
principal amount of the Commission’s Outstanding Notes, and to pay costs of issuance, all as
provided in this Seventh Supplemental Indenture;
NOW, THEREFORE, the parties hereto hereby agree as follows:
ARTICLE XLVIII
DEFINITIONS
Section 48.01. Definitions.
(a) Definitions. Unless the context otherwise requires, or as otherwise provided in
subsection (b) and (c) of this Section, all terms which are defined in Section 1.02,
Section 19.01, Section 26.01, Section 32.01, Section 36.01 and Section 42.01 of the Indenture
shall have the same meanings in this Seventh Supplemental Indenture.
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(b) Additional Definitions. Unless the context otherwise requires, the following
terms shall, for all purposes of this Seventh Supplemental Indenture, have the following
meanings:
“Authorized Denominations” means, with respect to 2017 Series A Bonds, $5,000 and
any integral multiple thereof.
“Commission Backstop Loan” means the aggregate amount of any contingent backstop
loan amounts made by the Commission to the Project (as defined in the Toll Revenue Bond
Indenture) pursuant to Section 5.05(b) of the Toll Revenue Bond Indenture.
“Commission Initial Loan” means the aggregate amount of the initial loan the
Commission covenants to make to the Project (as defined in the Toll Revenue Bond Indenture)
pursuant to Section 5.05(a) of the Toll Revenue Bond Indenture.
“Expenditure Plan” means the Riverside County Transportation Improvement Plan,
adopted as part of the Ordinance.
“I-15 Trust Fund” means the fund of such name established and held by the Trustee under
this Seventh Supplemental Indenture.
“Interest Payment Date” means, with respect to 2017 Series A Bonds, June 1 and
December 1 of each year until the redemption or maturity of such 2017 Series A Bonds,
commencing with December 1, 2017.
“Issue Date” means, with respect to the 2017 Series A Bonds, the date on which the 2017
Series A Bonds are first delivered to the purchasers thereof.
“Record Date” means, with respect to the 2017 Series A Bonds, the fifteenth (15th) day
(whether or not a Business Day) of the month preceding the month in which such Interest Payment
Date occurs.
“Redemption Price” means, with respect to any 2017 Series A Bond or a portion thereof,
100% of the principal amount thereof to be redeemed, plus the applicable premium, if any, payable
upon redemption thereof pursuant to such Bond or this Seventh Supplemental Indenture.
“Riverside SR-91 Corridor Improvement Project” means the portions of the State
Highway Route 91 between the Orange and Riverside County line to the west and State Highway
Route 15 to the east.
“Seventh Supplemental Indenture” means this Seventh Supplemental Indenture,
between the Commission and the Trustee, as amended and supplemented from time to time.
“Toll Revenue Bond Indenture” means that certain Master Indenture, dated as of [July 1,
2017], by and between the Commission and the Toll Trustee, as amended and supplemented from
time to time, including as amended and supplemented by that certain First Supplement to Master
Indenture, dated as of [July 1, 2017], by and between the Commission and the Toll Trustee.
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“Toll Trustee” means U.S. Bank National Association, as trustee under the Toll Revenue
Bonds Indenture, and its successors and assigns.
“2017 Costs of Issuance Fund” means the fund by that name established pursuant to
Section 52.01(b).
“2017 Project Fund” means the fund by that name established pursuant to Section
52.01(c).
“2017 Series A Bonds” shall mean the Riverside County Transportation Commission
Sales Tax Revenue Bonds (Limited Tax Bonds), 2017 Series A, authorized by Article L of this
Indenture.
“2017 Series A Bonds Tax Certificate” means the Tax Certificate executed on behalf of
the Commission in connection with the issuance of the 2017 Series A Bonds.
Section 48.02. Rules of Construction. Words of the masculine gender shall be deemed
and construed to include correlative words of the feminine and neuter genders. Unless the context
shall otherwise indicate, words importing the singular number shall include the plural number and
vice versa, and words importing persons shall include corporations and associations, including
public bodies, as well as natural persons. Defined terms shall include any variant of the terms set
forth in this Article XLVIII.
The terms “hereby,” “hereof,” “hereto,” “herein,” “hereunder,” and any similar terms, as
used in this Seventh Supplemental Indenture, refer to the Indenture.
ARTICLE XLIX
FINDINGS, DETERMINATIONS AND DIRECTIONS
Section 49.01. Findings and Determinations. The Commission hereby finds and
determines that the 2017 Series A Bonds shall be issued pursuant to Article L and Section 3.01,
Section 3.02 and Section 3.03 of the Indenture, and upon the issuance of the 2017 Series A Bonds,
any and all acts, conditions and things required to exist, to happen and to be performed, precedent
to and in the issuance thereof, will exist, will have happened and will have been performed, in due
time, form and manner, as required by the Constitution and statutes of the State.
Section 49.02. Recital in Bonds. There shall be included in each of the definitive 2017
Series A Bonds, and also in each of the temporary 2017 Series A Bonds, if any are issued, a
certification and recital that any and all acts, conditions and things required to exist, to happen and
to be performed, precedent to and in the incurring of the indebtedness evidenced by that 2017
Series A Bonds, and in the issuing of that 2017 Series A Bonds, exist, have happened and have
been performed in due time, form and manner, as required by the Constitution and statutes of the
State and the Act, and that said 2017 Series A Bonds, together with all other indebtedness of the
Commission payable out of Revenues, is within every debt and other limit prescribed by the
Constitution and statutes of the State and the Act, and that such certification and recital shall be in
such form as is set forth in the form of the 2017 Series A Bonds attached hereto as Exhibit A.
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Section 49.03. Effect of Findings and Recital. From and after the issuance of the 2017
Series A Bonds, the findings and determinations herein shall be conclusive evidence of the
existence of the facts so found and determined in any action or proceeding in any court in which
the validity of the 2017 Series A Bonds is at issue.
ARTICLE L
AUTHORIZATION OF 2017 SERIES A BONDS
Section 50.01. Principal Amount, Designation and Series. Pursuant to the provisions
of this Indenture and the provisions of the Act, a Series of Bonds entitled to the benefit, protection
and security of such provisions is hereby authorized in the aggregate principal amount of $[Par
Amount]. Such Bonds shall be designated as, and shall be distinguished from the Bonds of all
other Series by the title, “Riverside County Transportation Commission Sales Tax Revenue Bonds
(Limited Tax Bonds), 2017 Series A.”
At any time after the execution and delivery of this Supplemental Indenture, the
Commission may execute and, upon the order of the Commission, the Trustee shall authenticate
and deliver each 2017 Series A Bonds in the aggregate principal amount set forth above.
Section 50.02. Purpose and Application of Proceeds. The 2017 Series A Bonds are
issued for the purpose of providing funds to pay for a portion of the Costs of the Project and to
retire $___________ principal amount of the Commission’s Outstanding Notes. In addition, a
portion of the proceeds of the 2017 Series A Bonds will be applied to pay Costs of Issuance of the
2017 Series A Bonds.
The net proceeds from the sale of the 2017 Series A Bonds in the amount of $___________
shall be received by the Trustee, and the Trustee shall deposit or transfer such funds as follows:
(a) $____________ of such proceeds shall be transferred to the Toll Trustee for
deposit into the Sales Tax Revenue Bonds Account within the Project Fund, each established
pursuant to the terms of the Toll Revenue Bond Indenture, for application to Costs of the
Project as set forth in the Toll Revenue Bond Indenture;
(b) $____________ of such proceeds shall be transferred to the Notes Trustee for
deposit upon the order of the Commission;
(c) $____________ of such proceeds shall be deposited in the 2017 Project Fund;
and
(d) $____________, the remainder of such proceeds, shall be deposited in the 2017
Costs of Issuance Fund.
Section 50.03. Form, Denomination, Numbers and Letters. Each Series of 2017 Series
A Bonds shall be issued as fully registered bonds without coupons in book-entry form and in
Authorized Denominations and shall be numbered from one upward in consecutive numerical
order preceded by the letter “R” prefixed to the number. Each Series of 2017 Series A Bonds and
the certificate of authentication shall be substantially in the form attached hereto as Exhibit A.
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Section 50.04. Date, Maturities and Interest Rates. The 2017 Series A Bonds shall be
issued as Current Interest Bonds in the aggregate principal amount of $[Par Amount]. The 2017
Series A Bonds shall be dated their Issue Date, shall bear interest from that date at the following
rates per annum, computed on the basis of a 360-day year comprised of twelve 30-day months,
and shall mature on June 1 in the following years and in the following amounts:
Maturity Date
(June 1) Principal Amount Interest Rate
20__ $ %
20__
20__
20__
20__
20__
20__
20__
20__
20__
20__
20__
20__
20__
20__
20__
2039*
_______________________________________
* Term Bond Final Maturity
Interest on each 2017 Series A Bond shall be payable on each Interest Payment Date for
such 2017 Series A Bond until the principal sum of such 2017 Series A Bond has been paid;
provided, however, that if at the maturity date of any 2017 Series A Bond (or if the same is
redeemable and shall be duly called for redemption, then at the date fixed for redemption) funds
are available for the payment or redemption thereof, in full accordance with terms of the Indenture,
such 2017 Series A Bond shall then cease to bear interest.
Interest on each 2017 Series A Bond shall be payable to the registered Holder thereof at
such registered Holder’s address as it appears on the Bond Register from the latest of: (i) such
2017 Series A Bond’s Issue Date; (ii) the most recent Interest Payment Date to which interest has
been paid thereon or duly provided for, or (iii) if the date of authentication of such Bond is after a
Record Date but prior to the immediately succeeding Interest Payment Date, the Interest Payment
Date immediately succeeding such date of authentication.
As long as the 2017 Series A Bonds are Book-Entry Bonds, principal of and interest on the
2017 Series A Bonds shall be payable by wire transfer to DTC in lawful money of the United
States of America. Principal of the 2017 Series A Bonds shall be payable when due upon
presentation and surrender thereof at the Principal Office of the Trustee.
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Each 2017 Series A Bond shall be payable as provided in Section 2.10, including Section
2.10(E), or, in the event the use of the Securities Depository is discontinued, the principal of each
2017 Series A Bond shall be payable in lawful money of the United States of America upon
surrender thereof at the Principal Office of the Trustee, and the interest on each 2017 Series A
Bond shall be payable in lawful money of the United States of America by the Trustee to the
Holder thereof as of the close of business on the Record Date, such interest to be paid by the
Trustee to such Holder in immediately available funds (by wire transfer or by deposit to the account
of the Holder if such account is maintained with the Trustee), according to the instructions given
by such Holder to the Trustee or, in the event no such instructions have been given, by check
mailed by first class mail to the Holder at such Holder’s address as it appears as of the Record Date
on the bond registration books kept by the Trustee.
ARTICLE LI
REDEMPTION AND PURCHASE OF 2017 SERIES A BONDS
Section 51.01. Optional Redemption of 2017 Series A Bonds.
(a) Optional Redemption of 2017 Series A Bonds. The 2017 Series A Bonds
maturing on or before June 1, 20__ shall not be subject to redemption prior to their respective
stated maturities. The 2017 Series A Bonds maturing on or after June 1, 20__ shall be subject to
redemption prior to their respective stated maturities, at the option of the Commission, from any
source of available funds, as a whole or in part, on any date on or after June 1, 20__ at the principal
amount of 2017 Series A Bonds called for redemption plus accrued interest to the date fixed for
redemption, without premium.
(b) Sufficient Funds Required for Optional Redemption. Any optional redemption
of 2017 Series A Bonds and notice thereof shall be conditional and rescinded and cancelled
pursuant to the provisions of Section 4.02 if for any reason on the date fixed for redemption moneys
are not available in the Redemption Fund or otherwise held in trust for such purpose in an amount
sufficient to pay in full on said date the principal of, interest, and any premium due on the 2017
Series A Bonds called for redemption.
Section 51.02. Mandatory Redemption of 2017 Series A Bonds From Mandatory
Sinking Account Payments.
(a) Mandatory Redemption of 2017 Series A Bonds. The 2017 Series A Bonds
maturing on June 1, 20__ shall also be subject to mandatory redemption prior to their respective
stated maturities, in part, by lot, from Mandatory Sinking Account Payments on each June 1 that
a Mandatory Sinking Account Payment is due as specified in this Section 51.02(a), in the principal
amount equal to the Mandatory Sinking Account Payment due on such date and at a redemption
price equal to 100% of the principal amount thereof, plus accrued but unpaid interest to the
redemption date, without premium.
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The Mandatory Sinking Account Payments for the 2017 Series A Term Bonds maturing
on June 1, 20__ shall be due in the amounts and on the dates as follows:
Mandatory
Sinking Account
Payments Dates
(June 1)
Mandatory
Sinking Account
Payments
20__ $
20__
20__
20__
20__
20__*
____________________
*Final Maturity
Section 51.03. Selection of Bonds for Redemption.
(a) Selection of 2017 Series A Bonds for Redemption. The Commission shall
designate which maturities of any 2017 Series A Bonds are to be called for optional redemption
pursuant to Section 51.01(a). If less than all 2017 Series A Bonds maturing by their terms on any
one date are to be redeemed at any one time, the Trustee shall select the 2017 Series A Bonds of
such maturity date to be redeemed in any manner that it deems appropriate and fair and shall
promptly notify the Commission in writing of the numbers of the 2017 Series A Bonds so selected
for redemption. For purposes of such selection, 2017 Series A Bonds shall be deemed to be
composed of multiples of minimum Authorized Denominations and any such multiple may be
separately redeemed. In the event of an optional redemption of the 2017 Series A Term Bonds
pursuant to Section 51.01(a), the Commission shall designate the Mandatory Sinking Account
Payments under Section 51.02(a), or portions thereof, in an aggregate amount equal to the principal
amount of 2017 Series A Term Bonds so optionally redeemed, that are to be reduced as allocated
to such redemption, and such Mandatory Sinking Account Payments shall be reduced accordingly.
Section 51.04. Notice of Redemption; Purchase In Lieu of Redemption.
(a) Any notice of redemption of the 2017 Series A Bonds shall be delivered in
accordance with Section 4.02 and may be rescinded as provided in Section 4.02; provided that
such notice shall be given by the Trustee to the Holders not less than 20 days prior to the
redemption date. The Commission shall provide the Trustee with a Request for optional
redemption at least 30 days (or such lesser time as is acceptable to the Trustee) prior to the optional
redemption date specified in such Request.
(b) The Commission reserves the right at all times to purchase any of its 2017
Series A Bonds on the open market. In lieu of mandatory redemption, the Commission may
surrender to the Trustee for cancellation 2017 Series A Bonds purchased on the open market, and
such 2017 Series A Bonds shall be cancelled by the Trustee. If any 2017 Series A Bonds are so
cancelled, the Commission may designate the Mandatory Sinking Account Payments or portions
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thereof within such Series of the 2017 Series A Bonds so purchased that are to be reduced as a
result of such cancellation.
ARTICLE LII
ESTABLISHMENT OF FUNDS AND ACCOUNTS AND APPLICATION THEREOF
Section 52.01. Funds and Accounts. The following funds and accounts are hereby
established in connection with the 2017 Series A Bonds and the Project:
(a) To ensure the proper application of such portion of proceeds from the sale of
the 2017 Series A Bonds to be applied to pay the Costs of Issuance of the 2017 Series A Bonds,
there is hereby established the 2017 Costs of Issuance Fund, such fund to be held by the Trustee.
(b) To provide for certain conditional support for the Project from an allocation of
Sales Tax Revenues there is hereby established the I-15 Trust Fund, such fund to be held by the
Trustee.
(c) To ensure the proper application of such portion of proceeds from the sale of
the 2017 Series A Bonds to be applied to pay the Costs of the Project, there is hereby established
the 2017 Project Fund, such fund to be held by the Trustee.
Section 52.02. 2017 Project Fund. The monies set aside and placed in the 2017 Project
Fund shall be expended for the purpose of paying Costs of the Project, and specifically costs related
to the construction or operation of the Riverside SR-91 Corridor Improvement Project authorized
in the Expenditure Plan. Before any payment from the 2017 Project Fund shall be made by the
Trustee, the Commission shall file or cause to be filed with the Trustee a requisition of the
Commission (each a “Requisition”), such Requisition to be signed by an Authorized
Representative and to include: (i) the item number of such payment; (ii) the name and address or
wire instructions for payment of the person to whom each such payment is due, which may be the
Commission in the case of reimbursement for costs theretofore paid by the Commission; (iii) the
respective amounts to be paid; (iv) the purpose by general classification for which each obligation
to be paid was incurred; and (v) that obligations in the stated amounts have been incurred by the
Commission and are presently due and payable and that each item thereof is a proper charge against
the 2017 Project Fund and has not been previously paid from said fund. The address or payment
instructions of the person to be paid may be by attachment of invoices in the specified amount
contained in the Requisition.
Section 52.03. 2017 Costs of Issuance Fund. The monies set aside and placed in the
2017 Costs of Issuance Fund shall be expended for the purpose of paying the Costs of Issuance of
the 2017 Series A Bonds. Before any payment from the 2017 Costs of Issuance Fund shall be
made by the Trustee, the Commission shall file or cause to be filed with the Trustee a requisition
of the Commission (each a “Requisition”), such Requisition to be signed by an Authorized
Representative and to include: (i) the item number of such payment; (ii) the name and address or
wire instructions for payment of the person to whom each such payment is due, which may be the
Commission in the case of reimbursement for costs theretofore paid by the Commission; (iii) the
respective amounts to be paid; (iv) the purpose by general classification for which each obligation
to be paid was incurred; and (v) that obligations in the stated amounts have been incurred by the
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Commission and are presently due and payable and that each item thereof is a proper charge against
the 2017 Costs of Issuance Fund and has not been previously paid from said fund. The address or
payment instructions of the person to be paid may be by attachment of invoices in the specified
amount contained in the Requisition. On December 1, 2017 any remaining amounts in the 2017
Costs of Issuance Fund shall be transferred to the Revenue Fund and the 2017 Costs of Issuance
Fund shall be closed.
Section 52.04. I-15 Trust Fund. Prior to transferring any Revenues to the
Commission pursuant to Section 5.02(B) the Trustee, to the extent Revenues are available, shall
deposit to the I-15 Trust Fund in each month 1/11th of the Commission Initial Loan amount of
$3,000,000 until there is on deposit in the I-15 Trust Fund by the date that is three Business Days
prior to June 1 in each of the Fiscal Years 2019 through 2024 said amount of $3,000,000. The
aggregate amount of the Commission Initial Loan shall not exceed $18,000,000. In addition, for
the Commission Backstop Loan amount, the Trustee shall deposit to the I-15 Trust Fund in each
month in the Fiscal Years 2025 through 2039, an amount equal to 1/11th of $[3,850,000] until there
is on deposit in such fund in such indicated Fiscal Year said amount of $[3,850,000]; provided that
the aggregate amount transferred to the I-15 Trust Fund for the Commission Backstop Loan
amount shall not exceed $[38,500,000]. Amounts on deposit in the I-15 Trust Fund may only be
used to make transfers to the Toll Trustee and may be used by the Toll Trustee for any of the
requirements under the Toll Indenture. The Toll Trustee may request that the $3,000,000 (or such
lesser amount) be transferred to it on the date that is three Business Days prior to June 1 in each
of the Fiscal Years 2019 through 2024 from the I-15 Trust Fund as a Commission Initial Loan
payment and the Trustee shall transfer such amount from the funds set aside therefor. At any time
in each of the Fiscal Years 2025 through 2039, the Toll Trustee may request a transfer of amounts
on deposit in the I-15 Trust Fund related to the Commission Backstop Loan; provided such
transfers do not exceed $[3,850,000] in any Fiscal Year or $[38,500,000] in the aggregate. On
June 1 of each of the Fiscal Years 2025 through 2038, any amount on deposit in the I-15 Trust
Fund in excess of $[3,850,000] will be transferred to the Commission and on June 1, 2039 the I-
15 Trust Fund shall be closed and all funds therein transferred to the Commission.
ARTICLE LIII
MISCELLANEOUS
Section 53.01. Severability. If any covenant, agreement or provision, or any portion
thereof, contained in this Seventh Supplemental Indenture, or the application thereof to any person
or circumstance, is held to be unconstitutional, invalid or unenforceable, the remainder of this
Seventh Supplemental Indenture, and the application of any such covenant, agreement or
provision, or portion thereof, to other Persons or circumstances, shall be deemed severable and
shall not be affected thereby, and this Seventh Supplemental Indenture and the 2017 Series A
Bonds issued pursuant hereto shall remain valid, and the Holders of the 2017 Series A Bonds shall
retain all valid rights and benefits accorded to them under this Indenture, the Act, and the
Constitution and statutes of the State.
Section 53.02. Parties Interested Herein. Nothing in this Seventh Supplemental
Indenture expressed or implied is intended or shall be construed to confer upon, or to give to, any
person or entity, other than the Commission, the Trustee, each Credit Provider, if any, and the
Holders of the 2017 Series A Bonds, any right, remedy or claim under or by reason of this Seventh
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Supplemental Indenture or any covenant, condition or stipulation hereof; and all the covenants,
stipulations, promises and agreements in this Seventh Supplemental Indenture contained by and
on behalf of the Commission shall be for the sole and exclusive benefit of the Commission, the
Trustee, each Credit Provider, if any, and the Holders of the 2017 Series A Bonds.
Section 53.03. Headings Not Binding. The headings in this Seventh Supplemental
Indenture are for convenience only and in no way define, limit or describe the scope or intent of
any provisions or sections of this Seventh Supplemental Indenture.
Section 53.04. Notice Addresses. Except as otherwise provided herein, it shall be
sufficient service or giving of notice, request, complaint, demand or other paper if the same shall
be duly mailed by registered or certified mail, postage prepaid, addressed to the Notice Address
for the appropriate party or parties as provided in Exhibit B hereto. Any such entity by notice
given hereunder may designate any different addresses to which subsequent notices, certificates
or other communications shall be sent, but no notice directed to any one such entity shall be thereby
required to be sent to more than two addresses. Any such communication may also be sent by
Electronic Means, receipt of which shall be confirmed.
Section 53.05. Notices to Rating Agencies. The Trustee shall provide notice to the Rating
Agencies of the following events with respect to the 2017 Series A Bonds:
(1) Change in Trustee;
(2) Amendments to the Indenture;
(3) Provision, Expiration, Termination, substitution or extension of a 2017
Credit Enhancement, if any, or any 2017 Credit Provider thereunder; and
(4) Redemption or defeasance of any 2017 Series A Bonds.
Section 53.06. Indenture to Remain in Effect. Save and except as amended and
supplemented by this Seventh Supplemental Indenture, the Indenture shall remain in full force and
effect.
Section 53.07. Effective Date of Seventh Supplemental Indenture. This Seventh
Supplemental Indenture shall take effect upon its execution and delivery.
Section 53.08. Execution in Counterparts. This Seventh Supplemental Indenture may
be executed in several counterparts, each of which shall be deemed an original, and all of which
shall constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Seventh Supplemental
Indenture by their officers thereunto duly authorized as of the day and year first written above.
RIVERSIDE COUNTY TRANSPORTATION
COMMISSION
By:
Executive Director
(Seal)
ATTEST:
Clerk of the
Riverside County Transportation Commission
APPROVED AS TO FORM:
By:
General Counsel
U.S. BANK NATIONAL ASSOCIATION, as
Trustee
By:
Authorized Officer
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EXHIBIT A
FORM OF 2017 SERIES A BOND
No. R--__________ $___________
Riverside County Transportation Commission
Sales Tax Revenue Bond
(Limited Tax Bond)
2017 Series A
INTEREST RATE MATURITY ISSUE DATE CUSIP
___% June 1, 20__ ______, 2017 769125 ___
REGISTERED OWNER: Cede & Co.
PRINCIPAL AMOUNT: Dollars
RIVERSIDE COUNTY TRANSPORTATION COMMISSION, a public entity duly
organized and existing under the laws of the State of California (the “Commission”), for value
received, hereby promises to pay (but solely from Revenues as hereinafter referred to) in lawful
money of the United States of America, to the registered Holder or registered assigns, on the
maturity date set forth above, unless redeemed prior thereto as hereinafter provided, the principal
amount specified above, together with interest thereon from the Issue Date set forth above until
the principal hereof shall have been paid, at the Interest Rate set forth above payable on each June
1 and December 1, commencing December 1, 2017 (each, an “Interest Payment Date”). The
principal of and premium, if any, on this Bond are payable to the registered Holder hereof upon
presentation and surrender of this Bond at the corporate trust office of U.S. Bank National
Association, as trustee (together with any successor as trustee under the hereinafter defined
Indenture, the “Trustee”) in St. Paul Minnesota or at such other corporate trust office the Trustee
shall designate for presentation of Bonds. Interest on this Bond shall be paid by check drawn upon
the Trustee and mailed on the applicable Interest Payment Date to the registered Holder hereof as
of the close of business on the Record Date at such registered Holder’s address as it appears on the
Bond Register. As used herein, “Record Date” means the fifteenth (15th) day (whether or not a
Business Day) of the month preceding the month in which such Interest Payment Date occurs.
This Bond is one of a duly authorized issue of bonds of the Commission, designated as
“Riverside County Transportation Commission, Sales Tax Revenue Bonds (Limited Tax Bonds)”
(the “Bonds”), of the series designated above, all of which are being issued pursuant to the
provisions of the Riverside County Transportation Sales Tax Act, Division 25 (Section 240000 et
seq.) of the Public Utilities Code of the State of California, as now in effect and as it may from
time to time hereafter be amended or supplemented (the “Act”), the Transportation Expenditure
Plan and Retail Transaction and Use Tax Ordinance, adopted by the Commission on May 8, 2002
and approved by at least two-thirds of electors voting on such proposition in the November 5, 2002
election and any amendments or extensions thereto, and as authorized pursuant to Article 10 and
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Article 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code
(Section 53570 et seq.) and other applicable provisions of the laws of the State of California
(collectively, and together with the Act, the “Law”), and an Indenture, dated as of June 1, 2008, as
supplemented, including as supplemented by a Seventh Supplemental Indenture, dated as of [July
1, 2017] (the “Seventh Supplemental Indenture”), each between the Commission and the Trustee,
hereinafter referred to collectively as the “Indenture.” Said authorized issue of Bonds is not limited
in aggregate principal amount and consists or may consist of one or more series of varying
denominations, dates, maturities, interest rates and other provisions, as in the Indenture provided.
Capitalized terms used herein and not otherwise defined shall have the meaning given such terms
in the Indenture.
THIS BOND IS A LIMITED TAX BOND OBLIGATION OF THE COMMISSION
PAYABLE SOLELY FROM REVENUES AS DEFINED AND PROVIDED IN THE
INDENTURE AND CERTAIN OTHER FUNDS PLEDGED UNDER THE INDENTURE
AND THE COMMISSION IS NOT OBLIGATED TO PAY THIS BOND EXCEPT FROM
REVENUES AND THOSE CERTAIN OTHER FUNDS PLEDGED UNDER THE
INDENTURE. THIS BOND DOES NOT CONSTITUTE A DEBT OR LIABILITY OF THE
STATE OF CALIFORNIA (THE “STATE”) OR ANY POLITICAL SUBDIVISION OF
THE STATE OTHER THAN THE COMMISSION, OR A PLEDGE OF THE FULL FAITH
AND CREDIT OF THE STATE OR OF ANY POLITICAL SUBDIVISION OF THE
STATE. THE GENERAL FUND OF THE COMMISSION IS NOT LIABLE, AND THE
CREDIT OR TAXING POWER (OTHER THAN AS DESCRIBED HEREIN) OF THE
COMMISSION IS NOT PLEDGED, FOR THE PAYMENT OF THE BONDS, THEIR
INTEREST, OR ANY PREMIUM DUE UPON REDEMPTION OF THE BONDS. THE
BONDS ARE NOT SECURED BY A LEGAL OR EQUITABLE PLEDGE OF, OR
CHARGE, LIEN OR ENCUMBRANCE UPON, ANY OF THE PROPERTY OF THE
COMMISSION OR ANY OF ITS INCOME OR RECEIPTS, EXCEPT THE REVENUES
AND CERTAIN OTHER FUNDS PLEDGED UNDER THE INDENTURE.
Reference is hereby made to the Indenture and the Law for a description of the terms on
which the Bonds are issued and to be issued, the provisions with regard to the nature and extent of
the pledge of Revenues and certain other funds and the rights of the registered Holders of the
Bonds and all the terms of the Indenture are hereby incorporated herein and constitute a contract
between the Commission and the registered Holder from time to time of this Bond, and to all the
provisions thereof the registered Holder of this Bond, by its acceptance hereof, consents and
agrees. Additional Bonds may be issued and other indebtedness may be incurred on a parity with
the Series of Bonds of which this Bond is a part, but only subject to the conditions and limitations
contained in the Indenture.
This Bond is payable as to both principal and interest, and any premium upon redemption
hereof, exclusively from the Revenues and other funds pledged under the Indenture, which consist
primarily of the amounts available for distribution to the Commission on and after July 1, 2009 on
account of the retail transactions and use tax imposed in the County of Riverside pursuant to the
Law, after deducting amounts payable by the Commission to the State Board of Equalization for
costs and expenses for its services in connection with the retail transactions and use taxes collected
pursuant to the Act, all as provided in the Indenture, and the Commission is not obligated to pay
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the principal of and interest on this Bond except from Revenues and certain other funds pledged
thereunder.
This Bond shall be deliverable in the form of a fully registered Bond in denominations of
$5,000 and any multiple thereof.
Optional and Mandatory Redemption Provisions
Bonds shall be subject to optional and mandatory redemption as specified in the Indenture.
Amendments and Modifications
The rights and obligations of the Commission and of the Beneficial Owners, registered
Holders of the Bonds may be modified or amended at any time in the manner, to the extent, and
upon the terms provided in the Indenture, which provide, in certain circumstances, for
modifications and amendments without the consent of or notice to the registered Holders of Bonds.
Transfer and Exchange Provisions
This Bond is transferable or exchangeable as provided in the Indenture, only upon the bond
registration books maintained by the Trustee, by the registered Holder hereof, or by his or her duly
authorized attorney, upon surrender of this Bond at the Principal Office of the Trustee, together
with a written instrument of transfer satisfactory to the Trustee duly executed by the registered
Holder or his or her duly authorized attorney, and thereupon a new Bond or Bonds of the same
series, maturity and in the same aggregate principal amount, shall be issued to the transferee in
exchange therefor as provided in the Indenture, upon payment of any charges therein prescribed.
Persons Deemed Holders
The person in whose name this Bond is registered shall be deemed and regarded as the
absolute Holder hereof for all purposes, including receiving payment of, or on account of, the
principal and any redemption premium and interest due hereon.
It is hereby certified and recited that any and all acts, conditions and things required to
exist, to happen and to be performed, precedent to and in the incurring of the indebtedness
evidenced by this Bond, and in the issuing of this Bond, exist, have happened and have been
performed in due time, form and manner, as required by the Constitution and statutes of the State
of California and the Act, and that this Bond, together with all other indebtedness of the
Commission payable out of Revenues, is within every debt and other limit prescribed by the
Constitution and statutes of the State of California and the Law.
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This Bond shall not be entitled to any benefit under the Indenture, or become valid or
obligatory for any purpose, until the certificate of authentication hereon endorsed shall have been
manually signed by the Trustee.
IN WITNESS WHEREOF the Riverside County Transportation Commission has caused
this Bond to be executed in its name and on its behalf by the manual or facsimile signature of its
duly authorized representatives and its seal to be affixed hereto all as of the Issue Date set forth
above.
RIVERSIDE COUNTY
TRANSPORTATION COMMISSION
By:
Chair of the Board of Commissioners
(Seal)
Attest:
Auditor-Controller
[FORM OF CERTIFICATE OF AUTHENTICATION]
This Bond is one of the 2017 Series A Bonds described in the within mentioned Indenture
and was authenticated on the date set forth below.
Date of Authentication: _________________________
[U.S. BANK NATIONAL ASSOCIATION], as
Trustee
By:
Authorized Officer
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[DTC LEGEND]
Unless this Bond is presented by an authorized representative of The Depository Trust
Company to the issuer or its agent for registration of transfer, exchange or payment, and any Bond
issued is registered in the name of Cede & Co. or such other name as requested by an authorized
representative of The Depository Trust Company and any payment is made to Cede & Co., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL since the registered Owner hereof, Cede & Co., has an interest
herein.
[FORM OF ASSIGNMENT]
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
(Please Print or Type Name and Address of Assignee)
PLEASE INSERT SOCIAL SECURITY OR OTHER
TAX IDENTIFICATION NUMBER OF ASSIGNEE
the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints
to transfer the within Bond on the books kept for registration thereof with full power of
substitution in the premises.
Dated:
Signature:
(Signature of Assignor)
Notice: The signature on this assignment must
correspond with the name of the registered Holder as
it appears upon the face of the within Bond in every
particular without alteration or enlargement or any
change whatsoever.
SIGNATURE GUARANTEED:
Notice: Signature must be guaranteed by an
eligible guarantor firm.
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EXHIBIT B
NOTICE ADDRESSES
To the Commission: To the Rating Agencies:
Riverside County Transportation Commission Standard & Poor’s Ratings Services
Street Address: 55 Water Street, 38th Floor
4080 Lemon Street, 3rd Floor New York, New York 10041
Riverside, California 92501 Telephone: (212) 438-2000
Mailing Address: Fax: (212) 438-2157
P.O. Box 12008
Riverside, California 92502 Fitch Ratings
Attention: Chief Financial Officer One State Street Plaza
Telephone: (951) 787-7926 New York, New York 10004
Fax: (951) 787-7920 Telephone: (212) 908-0500
Fax: (212) 480-4421
To the Trustee:
U.S. Bank National Association
633 West Fifth Street, 24th Floor
Los Angeles, California 90071
Attention: Corporate Trust Division
Telephone: (213) 615-6023
Fax: (213) 615-6197
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ATTACHMENT 4
36646681.2
CONTINUING DISCLOSURE AGREEMENT
by and between
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
and
DIGITAL ASSURANCE CERTIFICATION, L.L.C.,
as Dissemination Agent
Dated as of July 1, 2017
Relating to
$___________
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
Sales Tax Revenue Bonds
(Limited Tax Bonds)
2017 Series A
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CONTINUING DISCLOSURE AGREEMENT
THIS CONTINUING DISCLOSURE AGREEMENT (this “Disclosure Agreement”),
dated as of July 1, 2017, is by and between the RIVERSIDE COUNTY TRANSPORTATION
COMMISSION, a public entity duly established and existing under the laws of the State of
California (the “Commission”), and DIGITAL ASSURANCE CERTIFICATION, L.L.C., as
Dissemination Agent (the “Dissemination Agent”).
WITNESSETH:
WHEREAS, the Commission has issued $_________ Riverside County Transportation
Commission Sales Tax Revenue Bonds (Limited Tax Bonds) 2017 Series A (the “2017 Bonds”)
pursuant to an Indenture, dated as of June 1, 2008, between the Commission and U.S. Bank
National Association, as trustee (the “Trustee”), as supplemented, including as supplemented by
a Seventh Supplemental Indenture, dated as of July 1, 2017, between the Commission and the
Trustee (collectively, the “Indenture”); and
WHEREAS, this Disclosure Agreement is being executed and delivered by the
Commission and the Dissemination Agent for the benefit of the owners and beneficial owners of
the 2017 Bonds and in order to assist the underwriters of the 2017 Bonds in complying with the
Rule (as defined herein);
NOW, THEREFORE, for and in consideration of the mutual promises and covenants
herein contained, the parties hereto agree as follows:
Section 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is
being executed and delivered by the Commission and the Dissemination Agent for the benefit of
the Holders and Beneficial Owners of the 2017 Bonds and in order to assist the Participating
Underwriters in complying with SEC Rule 15c2-12.
Section 2. Definitions. Capitalized undefined terms used herein shall have the
meanings ascribed thereto in the Indenture. In addition, the following capitalized terms shall
have the following meanings:
“Annual Report” means any Annual Report provided by the Commission pursuant to,
and as described in, Sections 3 and 4 of this Disclosure Agreement.
“Disclosure Representative” means the Chief Financial Officer of the Commission, or
such other officer or employee of the Commission as the Executive Director of the Commission
or the Chief Financial Officer of the Commission shall designate in writing to the Dissemination
Agent and the Trustee from time to time.
“Dissemination Agent” means an entity selected and retained by the Commission, or
any successor thereto selected by the Commission. The initial Dissemination Agent shall be
Digital Assurance Certification, L.L.C.
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“EMMA” shall mean the Municipal Securities Rulemaking Board’s Electronic
Municipal Market Access System for Municipal Securities disclosures, maintained on the
internet at http://emma.msrb.org.
“Fiscal Year” shall mean the period beginning on July 1 of each year and ending on the
next succeeding June 30, or any twelve-month or fifty-two week period hereafter selected by the
Commission, with notice of such selection or change in fiscal year to be provided as set forth
herein.
“Listed Events” means any of the events listed in Section 5 hereof.
“MSRB” means the Municipal Securities Rulemaking Board established pursuant to
Section 15B(b)(1) of the Securities Exchange Act of 1934 or any other entity designated or
authorized by the SEC to receive reports pursuant to the Rule. Until otherwise designated by the
MSRB or the SEC, filings with the MSRB are to be made through the EMMA website of the
MSRB, currently located at http://emma.msrb.org.
“Official Statement” means the Official Statement, dated ____________, 2017, relating
to the 2017 Bonds.
“Participating Underwriters” means the underwriters of the 2017 Bonds required to
comply with the Rule in connection with the offering of the 2017 Bonds.
“Repository” means, until otherwise designated by the SEC, EMMA.
“Rule” means Rule 15c2-12 adopted by the SEC under the Securities Exchange Act of
1934, as the same may be amended from time to time.
“SEC” means the Securities and Exchange Commission.
Section 3. Provision of Annual Reports.
(a) So long as any 2017 Bonds remain outstanding pursuant to the Indenture,
the Commission shall, or shall cause the Dissemination Agent to, not later than nine (9)
months after the end of each Fiscal Year, commencing with the report for the 2016-17
Fiscal Year, provide to the MSRB, through EMMA, an Annual Report which is
consistent with the requirements of Section 4 of this Disclosure Agreement. The Annual
Report must be submitted in electronic format, accompanied by such identifying
information as provided by the MSRB. The Annual Report may be submitted as a single
document or as separate documents comprising a package, and may include by reference
other information as provided in Section 4 of this Disclosure Agreement; provided, that
the audited financial statements of the Commission may be submitted separately from the
balance of the Annual Report and later than the date required above for the filing of the
Annual Report if they are not available by that date. If the Fiscal Year changes for the
Commission, the Commission shall give notice of such change in the manner provided
under Section 5(e) hereof.
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(b) Not later than two (2) Business Days prior to the date specified in
subsection (a) for providing the Annual Report to each Repository, the Commission shall
provide the Annual Report to the Dissemination Agent. If by such date, the
Dissemination Agent has not received a copy of the Annual Report from the
Commission, the Dissemination Agent shall contact the Commission to determine if the
Commission is in compliance with the first sentence of subsection (a).
(c) If the Dissemination Agent is unable to verify that an Annual Report of
the Commission has been provided to each Repository by the date required in
subsection (a), the Dissemination Agent shall send a notice to each Repository in
substantially the form attached hereto as Exhibit A.
(d) The Dissemination Agent shall:
(i) determine the electronic filing address of, and then-current
procedures for submitting Annual Reports to, the MSRB each year prior to
the date for providing the Annual Report; and
(ii) to the extent known to the Dissemination Agent file a
report with the Commission and (if the Dissemination Agent is not the
Trustee) the Trustee certifying that the Annual Report has been provided
pursuant to this Disclosure Agreement, and stating the date it was
provided.
Section 4. Content of Annual Reports. The Commission’s Annual Report shall
contain or include by reference the following:
(a) The audited financial statements of the Commission for the prior Fiscal
Year, prepared in accordance with generally accepted accounting principles as
promulgated to apply to governmental entities from time to time by the Governmental
Accounting Standards Board. If the Commission’s audited financial statements are not
available by the time the Annual Report is required to be filed pursuant to Section 3(a),
the Annual Report shall contain unaudited financial statements in a format similar to the
financial statements contained in the final Official Statement, and the audited financial
statements shall be filed in the same manner as the Annual Report when they become
available.
(b) The debt service schedule for the 2017 Bonds, if there have been any
unscheduled redemptions, retirements or defeasances, and the debt service on any
additional parity bonds issued, in each case during the prior Fiscal Year.
(c) The actual Sales Tax Revenues for the prior Fiscal Year consistent with
the information concerning Sales Tax Revenues set forth in the Official Statement under
the caption “THE SALES TAX,” including but not limited to an update of the table
entitled “Historical Sales Tax Revenues” set forth in the Official Statement under the
caption “THE SALES TAX – Historical Sales Tax Revenues.”
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Any or all of the items listed above may be included by specific reference to other
documents, including official statements of debt issues of the Commission or public entities
related thereto, which have been submitted to each Repository or the Securities and Exchange
Commission. If the document included by reference is a final official statement, it must be
available from the MSRB. The Commission shall clearly identify each such other document so
included by reference.
The contents, presentation and format of the Annual Reports may be modified from time
to time as determined in the judgment of the Commission to conform to changes in accounting or
disclosure principles or practices and legal requirements followed by or applicable to the
Commission or to reflect changes in the business, structure, operations, legal form of the
Commission or any mergers, consolidations, acquisitions or dispositions made by or affecting the
Commission; provided that any such modifications shall comply with the requirements of the
Rule.
Section 5. Reporting of Significant Events. (a) Pursuant to the provisions of this
Section 5, the Commission shall give, or cause to be given, notice of the occurrence of any of the
following events with respect to the 2017 Bonds, in a timely manner not more than ten (10)
Business Days after the event:
(1) principal and interest payment delinquencies;
(2) defeasances;
(3) tender offers;
(4) rating changes;
(5) adverse tax opinions or the issuance by the Internal Revenue
Service of proposed or final determinations of taxability or Notices
of Proposed Issue (IRS Form 5701-TEB);
(6) unscheduled draws on the debt service reserves reflecting financial
difficulties;
(7) unscheduled draws on credit enhancements reflecting financial
difficulties;
(8) substitution of credit or liquidity providers or their failure to
perform; or
(9) bankruptcy, insolvency, receivership or similar proceedings.
For these purposes, any event described in the immediately preceding paragraph (9) is
considered to occur when any of the following occur: the appointment of a receiver, fiscal agent,
or similar officer for the Commission in a proceeding under the United States Bankruptcy Code
or in any other proceeding under state or federal law in which a court or governmental authority
has assumed jurisdiction over substantially all of the assets or business of the Commission, or if
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such jurisdiction has been assumed by leaving the existing governing body and officials or
officers in possession but subject to the supervision and orders of a court or governmental
authority, or the entry of an order confirming a plan of reorganization, arrangement, or
liquidation by a court or governmental authority having supervision or jurisdiction over
substantially all of the assets or business of the Commission.
(b) Pursuant to the provisions of this Section 5, the Commission shall give, or
cause to be given, notice of the occurrence of any of the following events with respect to
the 2017 Bonds, if material:
(1) the consummation of a merger, consolidation or acquisition
involving the Commission or the sale of all or substantially all of
the assets of the Commission, other than in the ordinary course of
business, the entry into a definitive agreement to undertake such an
action or the termination of a definitive agreement relating to any
such actions;
(2) appointment of a successor or additional Trustee or the change of
the name of a Trustee;
(3) non-payment related defaults;
(4) modifications to the rights of Holders;
(5) bond calls;
(6) release, substitution or sale of property securing repayment of the
2017 Bonds; or
(7) in addition to the adverse tax opinions or determinations of
taxability described in Section 5(a)(5) above, any other notices or
determinations with respect to the tax status of the 2017 Bonds, or
other events affecting the tax status of the 2017 Bonds.
(c) Whenever the Commission obtains knowledge of the occurrence of a
Listed Event, described in subsection (b) of this Section 5, the Commission shall as soon
as possible determine if such event would be material under applicable federal securities
law.
(d) If the Commission determines that knowledge of the occurrence of a
Listed Event described in subsection (b) of this Section 5 would be material under
applicable federal securities law, the Commission shall promptly notify the
Dissemination Agent in writing and instruct the Dissemination Agent to report the
occurrence to the MSRB in a timely manner not more than ten (10) Business Days after
the event.
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(e) If the Dissemination Agent has been instructed by the Commission to
report the occurrence of a Listed Event, the Dissemination Agent shall file a notice of
such occurrence with the MSRB.
Section 6. Filings with the MSRB. All information, operating data, financial
statements, notices and other documents provided to the MSRB in accordance with this
Disclosure Agreement shall be provided in an electronic format prescribed by the MSRB and
shall be accompanied by identifying information as prescribed by the MSRB.
Section 7. Termination of Reporting Obligation. The Commission’s obligations
under this Disclosure Agreement shall terminate upon the legal defeasance or payment in full of
all of the 2017 Bonds. If such termination occurs prior to the final maturity of the 2017 Bonds,
the Commission shall give notice of such termination in the same manner as for a Listed Event
under Section 5.
Section 8. Dissemination Agent. The Commission may, from time to time, appoint
or engage another Dissemination Agent to assist it in carrying out its obligations under this
Disclosure Agreement, and may discharge any such Dissemination Agent, with or without
appointing a successor Dissemination Agent. If at any time there is not any other designated
Dissemination Agent, the Trustee shall be the Dissemination Agent; provided, it shall receive
written notice of such designation at the time of such designation.
Section 9. Amendment; Waiver. Notwithstanding any other provision of this
Disclosure Agreement, the Commission may amend this Disclosure Agreement, provided no
amendment increasing or affecting the obligations or duties of the Dissemination Agent shall be
made without the consent of such party, and any provision of this Disclosure Agreement may be
waived if such amendment or waiver is supported by an opinion of counsel expert in federal
securities laws acceptable to the Commission to the effect that such amendment or waiver would
not, in and of itself, cause the undertakings herein to violate the Rule if such amendment or
waiver had been effective on the date hereof but taking into account any subsequent change in or
official interpretation of the Rule.
Section 10. Additional Information. Nothing in this Disclosure Agreement shall be
deemed to prevent the Commission from disseminating any other information, using the means
of dissemination set forth in this Disclosure Agreement or any other means of communication, or
including any other information or notice of occurrence of a Listed Event, in addition to that
which is required by this Disclosure Agreement.
Section 11. Default. In the event of a failure of the Commission or the Dissemination
Agent to comply with any provision of this Disclosure Agreement, the Trustee shall, at the
written request of any Participating Underwriter or of the Holders of at least twenty-five percent
(25%) of the aggregate principal amount of the 2017 Bonds then Outstanding (but only to the
extent funds in an amount satisfactory to the Trustee have been provided to it or it has been
otherwise indemnified to its satisfaction from any cost, liability, expense or additional charges
and fees of the Trustee whatsoever, including, without limitation, reasonable fees and expenses
of its attorneys), or any Holder or beneficial owner of the 2017 Bonds may, take such actions as
may be necessary and appropriate, including seeking mandate or specific performance by court
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order, to cause the Commission or the Dissemination Agent, as the case may be, to comply with
its obligations under this Disclosure Agreement. A default under this Disclosure Agreement
shall not be deemed an Event of Default under the Indenture, and the sole remedy under this
Disclosure Agreement in the event of any failure of the Commission or the Dissemination Agent
to comply with this Disclosure Agreement shall be an action to compel performance.
Section 12. Duties, Immunities and Liabilities of Dissemination Agent. The
Dissemination Agent shall not be responsible for the form or content of any notice of Listed
Event. The Dissemination Agent shall receive reasonable compensation for its services provided
under this Disclosure Agreement. The Dissemination Agent shall have only such duties as are
specifically set forth in this Disclosure Agreement, and the Commission agrees to indemnify and
save the Dissemination Agent, its officers, directors, employees and agents, harmless against any
loss, expense and liabilities which it may incur arising out of or in the exercise or performance of
its powers and duties hereunder, including the costs and expenses (including attorneys fees) of
defending against any claim of liability, but excluding liabilities due to the Dissemination
Agent’s negligence or willful misconduct. The obligations of the Commission under this Section
shall survive resignation or removal of the Dissemination Agent and payment of the 2017 Bonds.
Section 13. Notices. Any notices or communications to or among any of the parties to
the Disclosure Agreement or the Trustee may be given as follows:
To the Commission: Riverside County Transportation
Commission
4080 Lemon Street, 3rd Floor
Riverside, California 92501
Tel: (951) 787-7926
Fax: (951) 787-7920
Mail:
P.O. Box 12008
Riverside, California 92502
To the Dissemination Agent: Digital Assurance Certification, L.L.C.
315 E. Robinson Street, Suite 300
Orlando, Florida 32801
Tel: (407) 515-1100
Fax: (407) 515-6513
To the Trustee: U.S. Bank National Association
633 West Fifth Street, 24th Floor
Los Angeles, California 90071
Attention: Corporate Trust Division
Tel: (213) 615-6023
Fax: (213) 615-6197
Any person may, by written notice to the other persons listed above, designate a different
address or telephone number(s) to which subsequent notices or communications should be sent.
Any notice or communication may also be sent by electronic mail, receipt of which shall be
confirmed.
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Section 14. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit
of the Commission, the Dissemination Agent, the Participating Underwriters and holders and
beneficial owners from time to time of the 2017 Bonds, and shall create no rights in any other
person or entity.
Section 15. Counterparts. This Disclosure Agreement may be executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the
same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Disclosure Agreement
as of the date first above written.
RIVERSIDE COUNTY TRANSPORTATION
COMMISSION
By:
Theresia Trevino
Chief Financial Officer
DIGITAL ASSURANCE CERTIFICATION, L.L.C.,
as Dissemination Agent
By:
Authorized Representative
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EXHIBIT A
NOTICE TO REPOSITORIES OF FAILURE TO FILE ANNUAL REPORT
Name of Issuer: Riverside County Transportation Commission (the “Commission”)
Name of Issue: $___________ Riverside County Transportation Commission Sales Tax
Revenue Bonds (Limited Tax Bonds) 2017 Series A
Date of Issuance: __________, 2017
NOTICE IS HEREBY GIVEN that the Commission has not provided an Annual Report
with respect to the above-named Bonds as required by this Continuing Disclosure Agreement
dated as of July 1, 2017, between the Commission and the Dissemination Agent. The
Commission anticipates that the Annual Report will be filed by _____________.
Dated: ______, 20__
DIGITAL ASSURANCE CERTIFICATION, L.L.C.,
as Dissemination Agent, on behalf of the Commission
cc: Riverside County Transportation Commission
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$_____________
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
SALES TAX REVENUE BONDS
(LIMITED TAX BONDS)
2017 SERIES A
BOND PURCHASE AGREEMENT
_________ __, 2017
Riverside County Transportation Commission
P.O. Box 12008
Riverside, California 92502
Ladies and Gentlemen:
The undersigned, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman, Sachs &
Co., as representatives (the “Representatives”), acting on behalf of themselves and the underwriters
listed in Exhibit A hereto, (collectively, the “Underwriters”), offers to enter into this Bond Purchase
Agreement (the “Purchase Agreement”) with the Riverside County Transportation Commission (the
“Commission”), for the purchase by the Underwriters of the Sales Tax Revenue Bonds (Limited Tax
Bonds), 2017 Series A (the “Bonds”), to be issued by the Commission and authenticated by U.S. Bank
National Association, a national banking association, located in Los Angeles, California, as trustee (the
“Trustee”) under that certain Indenture, dated as of June 1, 2008 between the Commission and the
Trustee (the “Original Indenture”), as supplemented, including as supplemented by the Seventh
Supplemental Indenture, dated as of July 1, 2017 (the “Seventh Supplemental Indenture”). The
Original Indenture as supplemented is collectively referred to herein as the “Indenture.” The offer
made hereby is subject to its written acceptance by the Commission, and delivery of an executed
counterpart of this Purchase Agreement to us at or before 11:59 p.m., California Time, on the date
hereof, and, if not so accepted, will be subject to withdrawal by the Underwriters upon notice from the
Representatives delivered to the Commission’s Executive Director or Chief Financial Officer at any
time before acceptance. Upon acceptance, this Purchase Agreement shall be in full force and effect in
accordance with its terms and shall be binding upon the Commission and the Underwriters. All
capitalized terms used herein and not otherwise defined shall have the meanings given to such terms
in the Indenture.
The proceeds of the Bonds will be used to (i) pay a portion of the costs of the I-15 Express
Lanes Project, (ii) pay a portion of the costs for the Riverside SR-91 Corridor Improvement Project,
(iii) retire all or a portion of the outstanding Notes, and (iv) pay the costs of issuance of the 2017 Bonds,
all as defined in and more particularly described in the Official Statement.
In order to finance additional costs of the Project, concurrently with the issuance of the Bonds,
the Commission intends to enter into the TIFIA Loan Agreement (as defined in the Official Statement),
pursuant to which the Commission may borrow up to $____________ for costs of the Project.
In order to assist the Underwriters in complying with Rule 15c2-12 (as hereinafter defined),
the Commission will undertake, pursuant to the Indenture and a Continuing Disclosure Agreement
ATTACHMENT 5
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with Digital Assurance Certification L.L.C. dated as of July 1, 2017 (the “Continuing Disclosure
Agreement”), to provide certain annual financial information and notices of the occurrence of certain
specified events. A description of this undertaking is set forth in, and a form of such agreement is
attached as an appendix to, the Preliminary Official Statement and the Official Statement.
1. On the basis of the representations, warranties and covenants and upon the terms and
conditions set forth in this Purchase Agreement, the Underwriters hereby agree to purchase and the
Commission hereby agrees to issue and cause the Trustee to authenticate and deliver to the
Underwriters all (but not less than all) of the Bonds in the aggregate principal amount of $__________.
The Bonds shall be dated the Closing Date. The Underwriters agree to purchase the Bonds at the
aggregate purchase price of $___________ (consisting of the aggregate principal amount of the Bonds,
plus original issue premium of $_________ and less $___________ Underwriters’ discount). The
Bonds mature in the years and principal amounts and bear interest at the rates set forth in Exhibit B
hereto, shall be subject to redemption as set forth in Exhibit C hereto and shall be substantially in the
form described in the Indenture, and shall be issued and secured under the provisions of and shall be
payable and subject to redemption as provided in the Indenture.
The Bonds shall be special limited obligations of the Commission payable from Revenues.
The Sales Tax Revenues of the Commission are pledged to the payment of the principal of, interest
and premium, if any, on the Bonds as provided in the Indenture.
2. The Underwriters have designated the undersigned as their Representatives. The
undersigned represent that they have been duly authorized by the Underwriters to execute this Purchase
Agreement. The Underwriters agree to make an initial public offering of all of the Bonds, at a price
not in excess of the initial public offering prices set forth on the cover page of the Official Statement;
provided, however, the Underwriters reserve the right subsequent to the initial public offering to
change such initial public offering prices as the Underwriters deem necessary or desirable, in their sole
discretion, in connection with the marketing of the Bonds, and may offer and sell the bonds to certain
dealers, unit investment trusts and money market funds, certain of which may be sponsored or managed
by one or more of the Underwriters at prices lower than the initial public offering prices or yields
greater than the yields set forth in the Official Statement. The Representatives shall provide to the
Issuer a certificate setting forth the offering prices of the Bonds in substantially the form set forth on
Exhibit D.
3. The Commission has delivered or caused to be delivered to the Underwriters prior to
the execution of this Purchase Agreement, copies of the Preliminary Official Statement dated
________ __, 2017 relating to the Bonds (the “Preliminary Official Statement”). The Commission
ratifies, confirms and approves the use and distribution by the Underwriters of the Preliminary Official
Statement, in connection with the sale of the Bonds. It is acknowledged by the Commission that the
Underwriters may deliver the Preliminary Official Statement and a final Official Statement (as
hereinafter defined) electronically over the internet and in printed paper form. For purposes of this
Purchase Agreement, the printed paper form of the Preliminary Official Statement and the Official
Statement are deemed controlling. The Commission deems such Preliminary Official Statement final
as of its date for purposes of Rule 15c2-12 under the Securities Exchange Act of 1934 (“Rule 15c2-
12”) except for information allowed to be omitted by Rule 15c2-12. Within seven (7) business days
from the date hereof and in any event not less than two days prior to the date of Closing (as defined
below), the Commission shall deliver to the Underwriters a final Official Statement, executed on behalf
of the Commission by an authorized representative of the Commission and dated the date hereof, which
shall be in the form of the Preliminary Official Statement with only those changes necessary to reflect
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information permitted to be omitted by paragraph (b)(1) of Rule 15c2-12, and such other amendments
or supplements as shall have been approved by the Commission and the Underwriters and such
additional conformed copies thereof in “designated electronic format” (as defined in MSRB Rule G-
32), as the Underwriters may reasonably request in sufficient quantities to comply with Rule 15c2-12
and to meet potential customer requests for copies of the Official Statement. The Official Statement,
including the cover page, the appendices thereto and all information incorporated therein by reference
is hereinafter referred collectively to as the “Official Statement.”
The Representatives agree to (1) provide the Commission with final pricing information on the
Bonds on a timely basis, (2) disseminate to the Underwriters copies of the final Official Statement,
including any supplements prepared by the Commission, and (3) promptly file a copy of the final
Official Statement, including any supplements prepared by the Commission, with the Municipal
Securities Rulemaking Board.
4. The Closing. At 9:00 a.m., California time, on _______ __, 2017, or at such other time
or on such other date as the Commission and the Representative may agree (the “Closing Date”), the
Commission, following the receipt by the Trustee of the purchase price from the Underwriters, shall
deliver, or cause to be delivered, the Bonds in book-entry form through the Trustee via the F.A.S.T.
delivery book-entry system of The Depository Trust Company (“DTC”) to the Underwriters. The
Representatives, on behalf of the Underwriters, will pay the aggregate purchase price set forth in
paragraph 1 hereof, in immediately available funds to or on the order of the Commission and accept
such delivery. Concurrently with the delivery of the Bonds to the Underwriters, the Commission will
deliver the documents hereinafter mentioned at the offices of Orrick, Herrington & Sutcliffe LLP, San
Francisco, California (“Bond Counsel”) or another place to be mutually agreed upon by the
Commission and the Representatives. This payment for and delivery of the Bonds, together with the
delivery of the aforementioned documents, is herein called the “Closing.”
The obligation of the Underwriters to pay for and accept delivery of the Bonds, and the
obligation of the Commission to deliver the Bonds, shall each be contingent on the condition that the
TIFIA Agreement shall have been executed by the Commission and shall be in full force and effect.
5. Representations, Warranties and Covenants. The Commission represents, warrants and
covenants to the Underwriters (and it shall be a condition of the obligation of the Underwriters to
purchase and accept delivery of the Bonds) that the representations and warranties contained herein
shall be true and correct on the date hereof and at the Closing Date, as if made on and at the Closing.
The Commission so represents and warrants that:
(a) the Commission is, and will be on the date of Closing, a county transportation
commission organized and existing under the laws of the State, with full legal right, power and
authority to cause the execution, sale and delivery of the Bonds, to execute, deliver and perform its
obligations under this Purchase Agreement, the Continuing Disclosure Agreement and the Indenture
(collectively, the “Commission’s Documents”) and to carry out and consummate all other transactions
contemplated by each of the aforesaid and to execute and deliver the Official Statement;
(b) by all necessary official action, the Commission has duly adopted Ordinance
No. 02-001, imposing the Sales Tax, which was approved by at least two-thirds of the electors in the
County voting on the Sales Tax on November 5, 2002 (“Ordinance No. 02-001”), and Ordinance No.
10-002, providing that the aggregate principal amount of bonds or other evidences of indebtedness
issued by the Commission and payable from Sales Tax Revenues in accordance with Ordinance No.
02-001 at any one time outstanding shall not exceed $975 million (collectively, the “Ordinance”);
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(c) (i) the Preliminary Official Statement, excluding therefrom the information
under the caption “UNDERWRITING” and information concerning DTC and the book-entry system
and information permitted to be omitted from the Preliminary Official Statement under Rule 15c2-12
(collectively, the “POS Excluded Information”) as to which no representation or warranties are
made did not as of its date contain any untrue statement of a material fact, or omit to state a material
fact necessary in order to make the statements made therein, in the light of the circumstances under
which they were made, not misleading; and (ii) the Preliminary Official Statement, excluding
therefrom the POS Excluded Information, does not as of the date of this Purchase Agreement contain
any untrue statement of a material fact, or omit to state a material fact necessary in order to make the
statements made therein, in the light of the circumstances under which they were made, not misleading;
(d) the Official Statement (excluding therefrom the information under the caption
“UNDERWRITING,” reoffering prices and yields and information concerning DTC and the
book-entry system (the “OS Excluded Information”) as to which no representations or warranties are
made), in the form delivered to the Underwriters, does not, as of the date delivered to the Underwriters,
and will not at the time of Closing (if supplemented or amended prior to the Closing, then as so
supplemented or amended), contain any untrue statement of a material fact, or omit to state a material
fact necessary in order to make the statements made therein, in the light of the circumstances under
which they were made, not misleading;
(e) when delivered to and paid for by the Underwriters on the Closing Date in
accordance with the provisions of this Purchase Agreement, the Bonds will have been duly authorized,
executed and delivered and will constitute valid and binding limited obligations of the Commission in
conformity with and entitled to the benefit and security of the Indenture, except as enforcement of such
obligations may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or
equitable principles relating to or limiting creditors rights generally, the application of equitable
principles, the exercise of judicial discretion and the limitations on legal remedies against public
entities in the State of California;
(f) the Commission, by all necessary official action prior to or concurrently with
the acceptance hereof, has duly authorized the execution and delivery of the Commission’s Documents
and the Official Statement, and the Commission’s Documents, when executed and delivered, assuming
due authorization, execution and delivery by the other parties thereto, will constitute the legally valid
and binding obligations of the Commission enforceable in accordance with their terms, except as
enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or
equitable principles relating to or affecting creditors’ rights generally, the exercise of judicial discretion
and the limitations on legal remedies against public entities in the State;
(g) the Commission is not in breach of or default under any applicable law or
administrative regulation of the State of California or the United States of America or any applicable
judgment, decree, resolution, contract or other instrument or any agreement to which the Commission
is a party or is otherwise subject the breach of which would materially affect its ability to perform its
obligations under the Commission’s Documents, and the execution and delivery of the Bonds and the
Commission’s Documents and compliance with the provisions thereof will not in any material respect
conflict with or constitute a material breach of or default under any applicable law, regulation, decree,
writ, order or injunction or any agreement, resolution, contract or other instrument or any agreement
to which the Commission is subject and which is material to the Commission’s ability to perform its
obligations under the Commission’s Documents, nor will such execution, delivery and compliance
result in the creation or imposition of any lien, charge or other security interest or encumbrance of any
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nature whatsoever upon any of the properties or assets of the Commission under the terms of any such
law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution,
agreement or other instrument, except as provided in the Indenture;
(h) at the Closing, the Commission will be in compliance in all respects with the
covenants and agreements contained in the Commission’s Documents, and no event of default and no
event which, with the lapse of time or giving of notice, or both, would constitute an event of default
thereunder shall have occurred and be continuing;
(i) no action, suit, proceeding, inquiry or investigation at law or in equity before
or by any court, government agency, public board or body of competent jurisdiction, is pending or, to
the best of the Commission’s knowledge, threatened against the Commission: (i) in any way affecting
the existence of the Commission or in any way challenging the respective powers of the several offices
or the titles of the officials of the Commission to such offices; or (ii) affecting or seeking to prohibit,
restrain or enjoin the issuance, sale or delivery of any of the Bonds, the application of the proceeds of
the sale of the Bonds, the proceedings authorizing and approving the Sales Tax, the levy or collection
of the Sales Tax, or in any way contesting or affecting, as to the Commission, the validity or
enforceability of the Act, the proceedings authorizing the Sales Tax, Resolution No. 17-006 of the
Commission adopted on [May 10], 2017 (the “Resolution”), the Ordinance, the Bonds or the
Commission’s Documents or contesting the powers of the Commission or its authority with respect to
issuance or delivery of the Bonds or the execution and delivery of the Commission’s Documents or
contesting the power or authority to levy the Sales Tax or contesting the completeness or accuracy of
the Preliminary Official Statement or the Official Statement, or in any way contesting or challenging
the consummation of the transactions contemplated hereby or thereby or which might materially
adversely affect the ability of the Commission to perform and satisfy its obligations under the
Commission’s Documents or the Bonds; nor to the best of the Commission’s knowledge is there any
basis for any such action, suit, proceeding, inquiry or investigation, wherein an unfavorable decision,
ruling or finding would materially adversely affect the Act, the proceedings authorizing the Sales Tax
or the Commission’s Documents or the performance by the Commission of its obligations thereunder,
or the authorization, execution, delivery or performance by the Commission of the Bonds or the
Commission’s Documents;
(j) the Commission will furnish such information, execute such instruments and
take such other action not inconsistent with law in cooperation with the Underwriters which the
Underwriters may reasonably request in order (i) to qualify the Bonds for offer and sale under the Blue
Sky or other securities laws and regulations of such states and other jurisdictions of the United States
as the Underwriters may designate; and (ii) to determine the eligibility of the Bonds for investment
under the laws of such states and other jurisdictions, and will continue to take such action so long as
required for distribution of the Bonds; provided, however, that in no event shall the Commission be
required to take any action which would subject it to service of process in any jurisdiction in which it
is not now so subject or be required to register as a dealer or broker or qualify to do business as a
foreign corporation or be subject to any other similar requirements deemed by the Commission to be
unduly burdensome;
(k) all approvals, consents and orders of any governmental authority or agency
having jurisdiction in the matters which would constitute a condition precedent to the due performance
by the Commission of its obligations under the Commission’s Documents and the Bonds have been
duly obtained or made, and are, and will be on the date of Closing, in full force and effect;
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(l) if, subsequent to the date hereof, and prior to the Closing, an event occurs, or
information becomes known, affecting the Commission which is materially adverse and which might
cause the information in the Official Statement, as then supplemented or amended, to contain an untrue
statement of material fact or omit to state a material fact necessary to make the statements made therein,
in the light of circumstances under which they were made, not misleading, the Commission shall notify
the Representatives thereof, and if in the opinion of the Representatives such event requires a
supplement or amendment to the Official Statement, the Commission will supplement or amend the
Official Statement in a form and manner approved by the Representatives;
(m) for a period of 25 days subsequent to the Closing Date (the “Delivery Period”),
if an event occurs which might or would cause the Official Statement, as then supplemented or
amended, to contain any untrue statement of a material fact, or omit to state any material fact necessary
to make the statements therein, in the light of the circumstances under which they were made, not
misleading, the Commission shall promptly notify the Representatives thereof and if, in the opinion of
the Representatives, such event requires the preparation and publication of a supplement or amendment
to the Official Statement, the Commission shall prepare and deliver to the Underwriters (at the
Commission’s expense for 25 days from the date of the Closing), as many copies of an amendment or
supplement which will correct such statement or omission as the Underwriters may reasonably request.
During the Delivery Period, the Commission shall furnish such information as the Representatives may
from time to time reasonably request;
(n) if the Official Statement is amended or supplemented pursuant to paragraph
5(l) hereof, at the time of each supplement or amendment thereto and (unless subsequently again
supplemented or amended pursuant to such paragraph) at all times subsequent thereto up to and
including the Closing Date, the Official Statement as so supplemented or amended (excluding
therefrom the OS Excluded Information, as to which no representations or warranties are made) will
not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements therein, in the light of the circumstances under which they were made, not misleading;
(o) between the date of this Purchase Agreement and the date of Closing, [[except
for the issuances of commercial paper under the Commission’s existing commercial paper program,]]
the Commission will not, without the prior written consent of the Representatives, except as disclosed
in the Preliminary Official Statement and the Official Statement and except in the course of normal
business operations of the Commission, offer or issue any bonds, notes or other obligations for
borrowed money, or incur any material liabilities, direct or contingent.
(p) during the last five years, the Commission has not failed to comply in all
material respects with any previous undertaking relating to continuing disclosure of information
pursuant to Rule 15c2-12;
(q) the financial statements of the Commission as of June 30, 2016 fairly represent
the revenues, expenditures, assets, liabilities and fund balances of such amounts and, insofar as
presented, other funds of the Commission as of the dates and for the periods therein set forth. Except
as disclosed in the Official Statement or otherwise disclosed in writing to the Representatives, there
has not been any materially adverse change in the financial condition of the Commission or in its
operations since June 30, 2016 and there has been no occurrence, circumstance or combination thereof
which is reasonably expected to result in any such materially adverse change; and
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(r) any certificates executed by any officer of the Commission and delivered to the
Underwriters pursuant hereto shall be deemed a representation and warranty of the Issuer as to the
accuracy of the statements therein made.
6. The Representatives, on behalf of themselves and the Underwriters, have entered into
this Purchase Agreement in reliance upon the representations and warranties of the Commission
contained herein and the representations and warranties to be contained in the documents and
instruments to be delivered at the Closing and upon the performance by the Commission of its
obligations both on and as of the date hereof and as of the Closing Date. Accordingly, the
Underwriters’ obligations under this Purchase Agreement to purchase, to accept delivery of and to pay
for the Bonds shall be subject, at the sole option of the Representatives, to the accuracy in all material
respects of the representations and warranties of the Commission contained herein as of the date hereof
and as of the Closing Date, to the accuracy of the statements of the officers and other officials of the
Commission made in any certificate or other document furnished pursuant to the provisions hereof, to
the performance by the Commission of its obligations to be performed hereunder and under such
documents and instruments at or prior to the Closing Date, and to the following additional conditions:
(a) Prior to the Closing, the Commission’s Documents shall have been duly
authorized, executed and delivered and simultaneously with Closing the Bonds shall have been duly
authorized, executed and delivered and none of such documents shall have been amended, modified or
repealed, except to the extent to which the Representatives has given their written consent;
(b) At the time of Closing, all official action of the Commission related to the
Commission’s Documents, and the sale of the Bonds, shall be in full force and effect and shall not have
been amended, modified, supplemented or repealed in any material respect;
(c) At the time of Closing, the Commission shall have made timely payment of
principal and/or interest when due on all of its respective outstanding bonds, notes or other obligations;
(d) As of the date hereof and at Closing, trading of securities in general shall not
have been suspended on any national securities exchange; nor shall any proceeding be pending or
threatened by the Securities and Exchange Commission against the Commission;
(e) Subsequent to the date hereof, up to and including the Closing, there shall not
have occurred any change in or particularly affecting the Commission, the Act, the Ordinance, the
Sales Tax, the Sales Tax Revenues, the Bonds or the Commission’s Documents as the foregoing
matters are described in the Official Statement, which in the reasonable professional judgment of the
Underwriters materially impairs the investment quality of the Bonds;
(f) Subsequent to the date hereof, up to and including the Closing, the California
State Board of Equalization (“BOE”) shall not have suspended or advised the Commission of
suspension of the collection of the Sales Tax or the escrow of any proceeds thereof by the BOE, and
counsel to the Commission shall not have been advised of the suspension of the collection of the Sales
Tax or the escrow of any proceeds thereof by the BOE or have BOE question the validity of the Sales
Tax;
(g) The Commission shall perform, or have performed at or prior to the time of the
Closing, all of its obligations required under or specified in the Commission’s Documents, as amended
to the date of Closing, to be performed at or prior to the Closing;
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(h) The TIFIA Agreement shall have been executed by the Commission and in full
force and effect;
(i) At or prior to the Closing, the Underwriters shall receive, among other items,
the following, in each case reasonably satisfactory in form and substance to the Representatives and
Underwriters’ Counsel:
(i) Executed copies of each of the Commission’s Documents and
specimen copies of the Bonds;
(ii) The approving opinion of Bond Counsel, substantially in the form
attached to the Official Statement as Appendix F;
(iii) A supplemental opinion of Bond Counsel, addressed to the
Underwriters, stating the Underwriters may rely upon the opinion referred to in subparagraph (ii)
hereof as though addressed to them and to the following effect:
(A) The information contained in the Official Statement in the
sections entitled “THE 2017 BONDS,” “SECURITY AND SOURCES OF PAYMENT FOR THE
2017 BONDS,” “TAX MATTERS,” “APPENDIX C – SUMMARY OF CERTAIN PROVISIONS OF
THE INDENTURE” and “APPENDIX F – PROPOSED FORM OF BOND COUNSEL OPINION”
insofar as such information purports to summarize certain provisions of the Indenture and such
counsel’s opinion relating to the tax exemption of interest on the Bonds, are accurate in all material
respects;
(B) The Bonds are not subject to the registration requirements of
the Securities Act of 1933, as amended, and the Indenture is exempt from qualification pursuant to the
Trust Indenture Act of 1939, as amended; and
(C) This Purchase Agreement has been duly executed and
delivered by the Commission and is a legal, valid and binding obligation of the Commission
enforceable in accordance with its terms, subject to laws relating to bankruptcy, insolvency,
reorganization or creditors' rights generally, to the application of equitable principles, the exercise of
judicial discretion and the limitations on legal remedies against public entities in the State.
(iv) The opinion of Norton Rose Fulbright US LLP (“Disclosure Counsel”)
addressed to the Underwriters, to the effect that while they have not independently verified the
accuracy or fairness of the statements and representations set forth in the Official Statement or referred
to therein or the financial statements and the appendices thereto, as a result of their participation in the
preparation of the Preliminary Official Statement and the Official Statement and their review of certain
documents referred to therein: (I) no facts have come to the attention of the personnel in the firm
directly involved in rendering legal advice and assistance in connection therewith which gives them
cause to believe that the Preliminary Official Statement (except for information permitted to be
excluded therefrom pursuant to Rule 15c2-12, the financial statements and other financial and
statistical data included therein, forecasts, projections, estimates, assumptions and expressions of
opinion, statements relating to DTC, Cede & Co. and the book-entry system and statements contained
in in Appendices A, B and E thereto, as to which no view need to be expressed) as of its date contained,
or as of the date hereof contains, any untrue statement of a material fact or omitted or omits to state
any material fact necessary in order to make the statements contained therein, in light of the
circumstances under which they were made, not misleading; and (II) no facts have come to the attention
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of the personnel in the firm directly involved in rendering legal advice and assistance in connection
therewith which gives them cause to believe that the Official Statement (except for the financial
statements and other financial and statistical data included therein, forecasts, projections, estimates,
assumptions and expressions of opinion, statements relating to DTC, Cede & Co. and the book-entry
system and statements contained in in Appendices A, B and E thereto, as to which no view need to be
expressed), as of its date contained, or as of the Closing Date contains, any untrue statement of a
material fact or omitted or omits to state any material fact necessary in order to make the statements
contained therein, in light of the circumstances under which they were made, not misleading;
(v) An opinion, dated the date of the Closing and addressed to the
Underwriters, of Best, Best & Krieger LLP, General Counsel to the Commission, to the effect that:
(i) the Commission is a county transportation commission duly organized under the laws of the State;
(ii) the Ordinance and the resolution or resolutions of the Commission approving and authorizing the
execution and delivery of the Commission’s Documents by the Commission (the “Resolutions”) were
duly adopted at meetings of the Commission, which were called and held pursuant to law and with all
public notice required by law and at which a quorum was present and acting at the time of adoption;
(iii) to the best knowledge of such counsel, there is no action, suit, proceeding or investigation at law
or in equity before or by any court, public board or body of competent jurisdiction, pending or
threatened against or affecting the Commission, to restrain or enjoining the enforcement of the
Commission’s Documents or in any way contesting or affecting the validity of the Bonds or the
Commission’s Documents; (iv) the execution and delivery of the Bonds by the officer executing the
same and the Commission’s Documents by the Commission, the adoption of the Resolutions, and
compliance by the Commission with the provisions of the foregoing, as appropriate, under the
circumstances contemplated thereby, does not and will not conflict with or constitute on the part of the
Commission a breach or default under any agreement or other instrument to which the Commission is
a party or by which it is bound (and of which such counsel is reasonably aware) or any existing law,
regulation, court order or consent decree to which the Commission is subject; (v) the Commission’s
Documents have been duly authorized, executed and delivered by the Commission and, assuming due
authorization, execution and delivery by the other parties thereto, the Commission’s Documents
constitute legal, valid and binding agreements of the Commission, enforceable in accordance with their
respective terms, subject in each case to laws relating to bankruptcy, insolvency or other laws affecting
the enforcement of creditors’ rights generally and the application of equitable principles if equitable
remedies are sought; (vi) except as described in the Official Statement, no authorization, approval,
consent, or other order of the State or any other governmental authority or agency within the State
having jurisdiction over the Commission is required for the valid authorization, execution, delivery
and performance by the Commission of the Commission’s Documents which has not been obtained;
and (vii) without having undertaken to determine independently the accuracy, completeness or fairness
of the statements contained in the Preliminary Official Statement and the Official Statement and based
upon the information made available to such counsel in the course of its participation in the preparation
of the Official Statement as counsel for the Commission, nothing has come to such counsel’s attention
which would cause them to believe that the Official Statement (excluding therefrom the financial
statements and statistical data included in the Official Statement and the OS Excluded Information) as
of the date thereof and as of the Closing Date, contained an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading;
(vi) a certificate or certificates, dated the Closing Date, signed by a duly
authorized official of the Commission to the effect that, to the best of such official’s knowledge, (i) the
representations and warranties of the Commission contained in this Purchase Agreement are true and
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correct on and as of the Closing Date with the same effect as if made on the Closing Date; (ii) no event
affecting the Commission has occurred since the date of the Official Statement which has the effect of
causing the Official Statement (excluding the OS Excluded Information) to contain any untrue
statement of a material fact or to omit to state a material fact necessary in order to make the statements
and information therein, in light of the circumstances under which they were made, not misleading;
(iii) the Commission has, and at the time of the Closing will have, full legal right, power and authority
(A) to execute and enter into the Commission’s Documents, (B) to adopt the Resolution, (C) to sell
and deliver the Bonds to the Underwriters pursuant to the Constitution and laws of the State, (D) to
issue the Bonds, (E) to cause the Sales Tax to be levied and collected, (F) to pledge the Sales Tax
Revenues to the payment of the Bonds and (G) to carry out and to consummate the transactions
contemplated by, and to perform all of its obligations under, the Resolution, the Commission’s
Documents, the Bonds and the Official Statement; (iv) the Commission has (A) duly authorized and
approved the Official Statement, (B) duly authorized and approved the execution and delivery of, and
performance by the Commission of its obligations under, the Bonds and the Commission’s Documents,
(C) duly adopted the Resolutions and (D) duly authorized and approved the use of the proceeds of the
sale of the Bonds, as contemplated by the Official Statement; (v) at or prior to the time and date of the
Closing, the Bonds will have been duly executed and delivered by the Commission, and each of them
and the Resolutions and the Commission’s Documents will constitute legal, valid and binding
obligations of the Commission enforceable against the Commission in accordance with their respective
terms, except to the extent that the enforceability may be limited by bankruptcy, insolvency,
arrangement, moratorium or other laws affecting the rights of creditors generally, equitable remedies,
judicial discretion and the limitations on legal remedies against local transportation authorities in the
State; (vi) the Resolutions, the Commission’s Documents and the Bonds conform in all material
respects to the descriptions thereof in the Preliminary Official Statement and the Official Statement;
(vii) the financial data relating to the Commission and the financial statements of the Commission
contained in the Preliminary Official Statement and the Official Statement present fairly the financial
condition and results of the operation of the Commission at the dates and for the periods therein
specified and such financial data relating to the Commission and the financial statements of the
Commission contained in the Preliminary Official Statement and the Official Statement are presented
in conformity with generally accepted accounting principles applied on a basis substantially consistent
with that of the audited financial statements of the Commission except as otherwise specifically noted
in the Preliminary Official Statement and the Official Statement and, except as disclosed in the Official
Statement, since June 30, 2016, no materially adverse change has occurred, or any development
involving a prospective material change, in the financial position or results of operations of the
Commission and the Commission has not incurred since June 30, 2016, any material liabilities other
than in the ordinary course of business or as set forth in or contemplated by the Official Statement;
(viii) no litigation of any nature is now pending or, to the best of the Commission’s knowledge,
threatened in any court or before any governmental agency of competent jurisdiction: (A) restraining
or enjoining, or seeking to restrain or enjoin, the issuance, sale, execution or delivery of the Bonds; or
(B) in any way contesting or affecting (1) the validity or enforceability of the Bonds, or (2) any
proceedings of or on behalf of the Commission taken with respect to the issuance or sale of the Bonds,
or (3) adoption of the Resolution or the execution and delivery of the Commission’s Documents, or
(4) the levy and collection of the Sales Tax, or (5) the pledge of Sales Tax Revenues effected by the
Indenture, as described in the Preliminary Official Statement and the Official Statement, or (6) the
proceedings authorizing and approving the Sales Tax or the levy or collection of the Sales Tax, or
(7) the existence or powers of the Commission; or (C) in any manner questioning (1) the proceedings
or authority for the issuance of the Bonds, or (2) any provision made or authorized for the payment of
the Bonds, or (3) the existence or operations of the Commission, or (4) the power of the Commission
to issue the Bonds, or (5) the power of the Commission to undertake any other transactions necessary
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in connection with this proposed financing; or (D) which would have a material adverse effect upon
the operations of the Commission relating to the Bonds or to the contemplated use of the proceeds
thereof; (ix) none of the Commission’s proceedings or authority for the issuance, sale, execution and
delivery of the Bonds, or the execution and delivery of the Commission’s Documents, or the adoption
of the Resolution as described in the Preliminary Official Statement and the Official Statement has
been repealed, modified, amended, revoked or rescinded; (x) no approval, permit, consent or
authorization of any governmental or public agency, authority or person having jurisdiction over the
Commission not already obtained and no proceedings not already had are required in connection with
(A) the issuance and sale of the Bonds, (B) the execution and delivery by the Commission of, or the
performance by it of its obligations under, the Bonds, the Commission’s Documents and the Resolution
or (C) except as contemplated by the Preliminary Official Statement and the Official Statement, the
issuance and sale of the Bonds or the application of the proceeds of the sale thereof; (xi) there is no
material adverse change in the condition or affairs of the Commission that would make it unreasonable
for the Underwriters or other purchasers of the Bonds to rely upon the Official Statement in connection
with the resale of the Bonds, and the Underwriters are hereby authorized to distribute copies of the
Official Statement in connection with the resale of the Bonds; and (xii) the Commission has complied
with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or
prior to the date of issuance of the Bonds with respect to the issuance of the Bonds;
(vii) A certificate, dated the Closing Date, signed by a duly authorized
official of the Trustee, that:
(A) the Trustee is a national banking association organized and
existing under and by virtue of the laws of the United States of America, having the full power and
being qualified to enter into the Indenture and perform its duties under the Indenture and the Continuing
Disclosure Agreement (together, the “Trustee Documents”);
(B) the Trustee is duly authorized to enter into the Indenture and
Trustee has duly executed and delivered the Indenture;
(C) the execution and delivery of the Indenture and compliance
with the provisions on the Trustee’s part contained in the Trustee Documents, will not conflict with or
constitute a breach of or default under any law, administrative regulation, judgment, decree, loan
agreement, indenture, bond, note, resolution, agreement or other instrument to which Trustee is a party
or is otherwise subject (except that no representation, warranty or agreement is made with respect to
any federal or state securities or blue sky laws or regulations), nor will any such execution, delivery,
adoption or compliance result in the creation or imposition of any lien, charge or other security interest
or encumbrance of any nature whatsoever upon any of the properties or assets held by the Trustee
pursuant to the Indenture under the terms of any such law, administrative regulation, judgment, decree,
loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided
by the Trustee Documents;
(D) to the best of the knowledge of the Trustee, it has not been
served with any action; suit, proceeding, inquiry or investigation, at law or in equity, before or by any
court, governmental agency, public board or body, nor is any such action or other proceeding
threatened against the Trustee, as such but not in its individual capacity, affecting the existence of the
Trustee, or the titles of its officers to their respective offices or seeking to prohibit, restrain or enjoin
the collection of Sales Tax Revenues to be applied to pay the principal, premium, if any, and interest
on the Bonds, or the pledge thereof, or in any way contesting or affecting the validity or enforceability
of the Indenture, or contesting the powers of the Trustee or its authority to enter into, adopt or perform
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its obligations under any of the foregoing, wherein an unfavorable decision, ruling or finding would
materially adversely affect the validity or enforceability of the Indenture; and
(E) the Trustee will apply the proceeds from the Bonds as provided
in the Indenture.
(viii) an opinion of counsel to the Trustee, addressed to the Underwriters, in
form and substance satisfactory to the Representatives, to the effect that the Trustee is a national
banking association with due power and authority to execute the Indenture, that the Trustee has duly
authenticated the Bonds and that the Indenture is in effect and is valid and binding upon the Trustee;
(ix) the opinion of Stradling Yocca Carlson & Rauth, counsel to the
Underwriters, dated the date of the Closing and addressed to the Underwriters, in form and substance
satisfactory to the Representatives;
(x) a copy of the Official Statement, executed on behalf of the Commission
by a person duly authorized to sign on behalf of the Commission;
(xi) a certified copy of the general resolution or resolutions of the Trustee
authorizing the execution and delivery of the Indenture and the Bonds;
(xii) certified copies of the resolution or resolutions of the Commission
authorizing the execution and delivery of the Commission’s Documents;
(xiii) a copy of the Blue Sky Memorandum with respect to the Bonds,
prepared by Underwriters’ Counsel;
(xiv) A tax certificate relating to the tax exempt Bonds in form satisfactory
to Bond Counsel and the Representatives;
(xv) A copy of the Notices of Sale required to be delivered to the California
Debt Investment and Advisory Commission pursuant to Sections 8855(g) and 53583 of the California
Government Code;
(xvi) Evidence that any ratings on the Bonds described in the Preliminary
Official Statement and the Official Statement are in full force and effect as of the date of the Closing;
(xvii) A Certificate, dated the Closing Date, signed by an authorized
representative of Fieldman Rolapp & Associates, Financial Advisor to the Commission, to the effect
that no information came to such representative’s attention which gives such representative reason to
believe that the statements and information in the Preliminary Official Statement and the Official
Statement under the caption “PLAN OF FINANCE” contains any untrue statement of a material fact
or omit to state a material fact necessary in order to make the statements made therein, in light of the
circumstances under which they were made, not misleading;
(xviii) A certified copy of the proceedings relating to authorization and
approval of the Sales Tax, including: (i) a certified copy of the Ordinance; and (ii) evidence of the
results of the November 5, 2002 and November 2, 2010 elections;
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(xix) A copy of the executed Agreement for State Administration of
Transactions and Use Tax, between the Commission and the California State Board of Equalization,
including all amendments thereto;
(xx) A copy of the Blanket Letter of Representation to DTC relating to the
Bonds signed by DTC and the Commission;
(xxi) An executed copy of the Continuing Disclosure Agreement; and
(xxii) Such additional certificates, legal opinions of Bond Counsel,
Disclosure Counsel or other counsel and such other instruments or documents as Stradling Yocca
Carlson & Rauth, a Professional Corporation (“Underwriters’ Counsel”), Disclosure Counsel or Bond
Counsel reasonably request to evidence the truth and accuracy as of the date hereof and as of the
Closing Date of information contained in the Official Statement and the representations and warranties
contained herein and in the Official Statement and the due satisfaction as or prior to the Closing Date
of all conditions then to be satisfied in connection with the transaction contemplated hereby.
7. To the extent permitted by law, the Commission agrees to indemnify and hold harmless
the Underwriters and each person, if any, who controls (within the meaning of Section 15 of the
Securities Act of 1933, as amended, or of Section 20 of the Securities Exchange Act of 1934, as
amended) the Underwriters and the officers, agents and employees of the Underwriters (each such
person, an “Indemnified Party”) against any and all losses, claims, damages, liabilities and expenses
arising out of any untrue statement of a material fact contained in the Preliminary Official Statement
(other than in the POS Excluded Information) or the Official Statement (other than in the OS Excluded
Information) or the omission to state in the Preliminary Official Statement (other than omissions of the
POS Excluded Information) or the Official Statement (other than omissions of the OS Excluded
Information) a material fact necessary to make the statements therein relating to the Commission, in
the light of the circumstances under which they were made, not misleading.
The Commission shall not be liable for any settlement of any such action effected without its
consent by any Indemnified Party, which consent shall not be unreasonably withheld, but if settled
with the consent of the Commission or if there be a final judgment for the plaintiff in any such action
against the Commission or any Indemnified Party, the Commission agrees to indemnify and hold
harmless such Indemnified Party to the extent provided herein.
In case any claim shall be made or action brought against an Indemnified Party for which
indemnity may be sought against the Commission, as provided above, the Underwriters shall promptly
notify the Commission in writing setting forth the particulars of such claim or action and the
Commission shall assume the defense thereof, including at its option the retaining of counsel
acceptable to the Underwriters and including the payment of all expenses. The Indemnified Party shall
not have the right to retain separate counsel unless (i) the Commission shall have specifically
authorized the retaining of such counsel or (ii) the parties to such suit include the Indemnified Party
and one or more legal defenses may be available to it which may not be available to the Commission,
in which case the Commission shall not be entitled to assume the defense of the suit but the
Underwriters shall bear the fees and expenses of such counsel.
Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the
Commission, its employees and its officers, but only with reference to liability in connection with false
statements and information in the Preliminary Official Statement and the Official Statement furnished
to the Commission in writing by such Underwriter for inclusion in the Preliminary Official Statement
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and the Official Statement. The Commission acknowledges that the only information provided by the
Underwriters for inclusion in the Preliminary Official Statement was the information contained under
the caption “UNDERWRITING” and the only information provided by the Underwriters for inclusion
in the Official Statement was the principal amount, interest rates, prices and yields and redemption
prices set forth on the inside cover of the Official Statement and the information contained under the
caption “UNDERWRITING”.
8. The Underwriters shall have the right to cancel their obligation hereunder to purchase
the Bonds (and such cancellation shall not constitute a default hereunder by the Underwriters) by the
Representative notifying you in writing of its election to do so between the date hereof and the Closing,
if at any time hereafter and prior to the Closing:
(i) any event occurring, or information becoming known that, in the
reasonable judgment of the Representatives, makes untrue any statement of a material fact contained
in the Official Statement or results in an omission of a material fact necessary to make the statements
made therein, in the light of the circumstances under which they were made, not misleading; or
(ii) An amendment to the Constitution of the United States or the State of
California shall have been passed or legislation shall have been introduced in or enacted by the
Congress of the United States or the legislature of any state having jurisdiction of the subject matter or
legislation pending in the Congress of the United States shall have been amended or legislation shall
have been recommended to the Congress of the United States or to any state having jurisdiction of the
subject matter or otherwise endorsed for passage (by press release, other form of notice or otherwise)
by the President of the United States, the Treasury Department of the United States, the Internal
Revenue Service or the Chairman or ranking minority member of the Committee on Finance of the
United States Senate or the Committee on Ways and Means of the United States House of
Representatives, or legislation shall have been proposed for consideration by either such Committee
by any member thereof or presented as an option for consideration by either such Committee by the
staff of such Committee or by the staff of the joint Committee on Taxation of the Congress of the
United States, or legislation shall have been favorably reported for passage to either House of the
Congress of the United States by a Committee of such House to which such legislation has been
referred for consideration, or a decision shall have been rendered by a court of the United States or of
the State of California or the Tax Court of the United States, or a ruling shall have been made or a
regulation or temporary regulation shall have been proposed or made or any other release or
announcement shall have been made by the Treasury Department of the United States, the Internal
Revenue Service or other federal or State of California authority, with respect to federal or State of
California taxation upon revenues or other income of the general character to be derived by the
Commission or upon interest received on obligations of the general character of the Bonds which, in
the judgment of the Representatives, may have the purpose or effect, directly or, indirectly, of affecting
the tax status of the Commission, its property or income, its securities (including the Bonds) or the
interest thereon, or any tax exemption granted or authorized by State of California legislation; or
(iii) any legislation, ordinance, rule or regulation shall be introduced in, or
be enacted by any governmental body, department or agency of the State of California, or a decision
by any court of competent jurisdiction within the State of California or any court of the United States
of America shall be rendered which, in the reasonable opinion of the Representatives, materially
adversely affects the market price or marketability of the Bonds or the ability of the Underwriters to
enforce contracts for the sale of the Bonds; or
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(iv) legislation shall be enacted by the Congress of the United States of
America, or a decision by a court of the United States of America shall be rendered, or a stop order,
ruling, regulation or official statement by, or on behalf of, the Securities and Exchange Commission
or any other governmental agency having jurisdiction of the subject matter shall be issued or made to
the effect that the execution, delivery, offering or sale of obligations of the general character of the
Bonds, or the execution, delivery, offering or sale of the Bonds, including all underlying obligations,
as contemplated hereby or by the Official Statement, is in violation or would be in violation of, or that
obligations of the general character of the Bonds, or the Bonds, are not exempt from registration under,
any provision of the federal securities laws, including the Securities Act of 1933, as amended and as
then in effect, or that the Indenture needs to be qualified under the Trust Indenture Act of 1939, as
amended and as then in effect; or
(v) the imposition by the New York Stock Exchange or other national
securities exchange or any governmental authority or any material restrictions not now in force with
respect to the Bonds or obligations of the general character of the Bonds or securities generally or the
material increase of any such restrictions now in force, including those relating to the extension of
credit by or the charge to the net capital requirements of, the Underwriters, which, in the reasonable
opinion of the Representatives, materially adversely affects the market price or marketability of the
Bonds or the ability of the Underwriters to enforce contracts for the sale of the Bonds; or
(vi) the declaration of a general banking moratorium by federal, New York
or California authorities or a major financial crisis or a material disruption in commercial banking or
securities settlement or clearances services shall have occurred, or the general suspension of trading or
minimum or maximum prices for trading shall have been fixed and be in force or maximum ranges or
prices for securities shall have been required and be in force on the New York Stock Exchange on any
national securities exchange by a determination by that exchange or by order of the Securities and
Exchange Commission or any other governmental agency having jurisdiction, which, in the reasonable
opinion of the Representatives, materially adversely affects the market price or marketability of the
Bonds or the ability of the Underwriters to enforce contracts for the sale of the Bonds; or
(vii) any new outbreak or escalation of hostilities, declaration by the United
States of America of a national emergency or war or other calamity or crisis affecting the financial
markets which, in the reasonable opinion of the Representatives, materially adversely affects the
market price or marketability of the Bonds or the ability of the Underwriters to enforce contracts for
the sale of the Bonds; or
(viii) any rating of securities of the Commission payable from or secured by
Revenues reflecting the creditworthiness of the Commission, shall have been withdrawn or reduced,
placed on credit watch, assigned a negative outlook or announced to be under review by a rating
agency, which, in the Representatives’ reasonable opinion, materially adversely affects the market
price or marketability of the Bonds or the ability of the Underwriters to enforce contracts for the sale
of the Bonds; or
(ix) the commencement of any action, suit or proceeding described in
Section 5(i) hereof which, in the reasonable judgment of the Representatives, materially adversely
affects the market price of the Bonds or the ability of the Underwriters to enforce contracts for the sale
of the Bonds; or
(x) there shall be in force a general suspension of trading on the New York
Stock Exchange; or
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(xi) a material adverse change has occurred or becomes known in the
operations or finances of the Commission.
9. The Underwriters shall be under no obligation to pay and the Commission shall pay or
cause to be paid from the proceeds of the Bonds or other funds available to it the expenses incident to
the performance of the obligations of the Commission hereunder, including but not limited to (a) the
cost of printing or engraving, and mailing or delivering the definitive Bonds and the Official Statement
in reasonable quantities and all other documents or the cost of recording and filing such documents
(other than as set forth in the next succeeding paragraph) prepared in connection with the transactions
contemplated hereby; (b) the fees and disbursements of the Trustee, in connection with the execution,
sale and delivery of the Bonds; (c) the fees and disbursements of the Bond Counsel, Disclosure
Counsel, General Counsel, and any other experts or consultants retained by the Commission in
connection with the transactions contemplated hereby; (d) the costs related to obtaining ratings on the
Bonds.
The Underwriters shall pay (a) California Debt and Investment Advisory Commission fees;
(b) the cost of preparation and printing of any Blue Sky Memorandum to be used by them; (c) all
advertising expenses in connection with the public offering of the Bonds; (d) the fees and expenses of
Underwriters’ Counsel; (e) CUSIP number costs; and (f) any fees assessed upon the Underwriters with
respect to the Bonds by the Municipal Securities Rulemaking Board or the Financial Industry
Regulatory Authority. To the extent not otherwise reimbursed in full by the Commission pursuant to
the preceding paragraph of this Section, the Commission acknowledges that a portion of the
Underwriters’ discount is intended to reimburse the Underwriters for incidental expenses (including,
but not limited to, transportation, lodging and meals of Commission and Underwriter personnel)
incurred by the Underwriters (on their own behalf and/or on behalf of Underwriter personnel and
Commission personnel and advisors, as applicable) in connection with the consummation of the
transaction contemplated by this Purchase Agreement.
10. No covenant or agreement contained in this Purchase Agreement shall be deemed to
be a covenant or agreement of any member, officer, agent or employee of the Commission nor shall
such persons be liable personally under this Purchase Agreement or be subject to any personal liability
or accountability solely by reason of the execution of this Purchase Agreement or solely by reason of
the breach or attempted alleged breach hereof by the Commission.
11. Any notice to be given to the Commission under this Purchase Agreement may be
given by delivering the same to the office thereof c/o Riverside County Transportation Commission*,
4080 Lemon Street, 3rd Floor, Riverside, California 92501 or P.O. Box 12008, Riverside, California
92502, and any such notice to be given to the Representatives or the Underwriters may be given by
delivering the same to Merrill Lynch, Pierce, Fenner & Smith Incorporated, 555 California St., Suite
1160, Mail Code: CA 5-705-11-00, San Francisco, CA 94104, Attention: ____ ________ and
Goldman, Sachs & Co., 555 California St., 45th Floor, San Francisco, CA 94104, Attention: Ian Parker.
12. The Commission hereby authorizes the Official Statement and the information therein
contained to be used by the Underwriters in connection with the public sale of the Bonds.
* Street address is for non-postal delivery.
P.O. Box for postal (US mail) delivery.
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13. This Purchase Agreement shall be governed by, and construed in accordance with, the
laws of the State of California.
14. The representations and warranties of the Commission set forth in or made pursuant to
this Purchase Agreement shall not be deemed to have been discharged, satisfied or otherwise rendered
void by reason of the Closing or termination of this Purchase Agreement and regardless of any
investigations or statements as to the results thereof made by or on behalf of the Underwriters and
regardless of delivery of and payment for the Bonds.
15. This Purchase Agreement, when accepted by the Commission, shall constitute the
entire agreement between the Commission and the Underwriters and is made solely for the benefit of
the Commission and the Underwriters (including the successors of the Underwriters). No other person
shall acquire or have any right hereunder by virtue hereof, except as provided herein.
16. This Purchase Agreement is made solely for the benefit of the Commission and the
Underwriters (including the successors thereof), and no other person, partnership or association shall
acquire or have any right hereunder or by virtue hereof. All representations and agreements by the
Commission in this Purchase Agreement shall remain operative and in full force and effect except as
otherwise provided herein, regardless of any investigations made by or on behalf of the Underwriters
and shall survive the issuance of and payment of the Bonds.
17. This Purchase Agreement may be executed simultaneously in several counterparts each
of which shall be an original and all of which shall constitute but one and the same instrument.
18. The Representatives, in their sole discretion, may waive any condition or requirement
imposed upon the Commission as set forth in this Purchase Agreement.
19. The Commission acknowledges and agrees that: (i) the primary role of the
Underwriters, as underwriters, is to purchase securities, for resale to investors, in an arm’s-length
commercial transaction between the Commission and the Underwriters and that the Underwriters have
financial and other interests that differ from those of the Commission; (ii) in connection therewith and
with the discussions, undertakings and procedures leading up to the consummation of such transaction,
the Underwriters are and have been acting solely as principals and are not acting as the municipal
advisor, financial advisor, agent or fiduciary of the Commission; (iii) the Underwriters have not
assumed an advisory or fiduciary responsibility in favor of the Commission with respect to the offering
contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of
whether the Underwriters have provided other services or are currently providing other services to the
Commission on other matters); (iv) the only obligations the Underwriters have to the Commission
with respect to the transaction contemplated hereby expressly are set forth in this Purchase Agreement;
and (v) the Commission has consulted its own legal, municipal, financial and other advisors to the
extent it has deemed appropriate.
20. This Purchase Agreement shall become effective upon the execution of the acceptance
hereby by the Commission, and shall be valid and binding and enforceable as of the time of such
acceptance.
21. The rights and obligations created by this Purchase Agreement shall not be subject to
assignment by the Underwriters or the Commission without the prior written consent of the other
parties hereto.
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22. In case any one or more of the provisions, contained herein shall for any reason be held
invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not
effect any other provisions hereof.
23. The validity, interpretation, and performance of this Purchase Agreement shall be
governed by the laws of the State of California.
Very truly yours,
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED, on behalf of itself and as
Representative of the Underwriters
By:
Name:
Title:
GOLDMAN, SACHS & CO., on behalf of itself and
as Representative of the Underwriters
By:
Authorized Representative
The foregoing is hereby agreed to and
accepted as of the date first above written:
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
By:
Authorized Representative
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EXHIBIT A
UNDERWRITERS
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Goldman, Sachs & Co.
Barclays Capital
Academy Securities
Fidelity Capital Markets
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EXHIBIT B
MATURITY SCHEDULE
Maturity Date
(June 1)
Principal Amount
Interest Rate
Price
Yield
$___________ _____% Term Bonds due June 1, 20__ – Price: ______*; Yield _______
Priced to par call on June 1, 20__.
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EXHIBIT C
REDEMPTION PROVISIONS
Optional Redemption. The Bonds maturing on or after June 1, 20__ are subject to redemption prior
to their respective stated maturities, at the option of the Commission, from any source of available
funds, as a whole or in part, on any date on or after June 1, 20__ at the principal amount of 2017 Series
A Bonds called for redemption plus accrued interest to the date fixed for redemption, without premium.
Mandatory Redemption of the Bonds from Mandatory Sinking Account Payments. The 2017 Series
A Bonds maturing on June 1, 20__ are subject to mandatory redemption prior to their respective stated
maturities, in part, by lot, from Mandatory Sinking Account Payments on each June 1 a Mandatory
Sinking Account Payment is due, in the principal amount equal to the Mandatory Sinking Account
Payment due on such date and at a redemption price equal to 100% of the principal amount thereof,
plus accrued but unpaid interest to the redemption date, without premium.
Redemption Date
(June 1)
Mandatory Sinking
Account Payment
†
_____________
† Final Maturity.
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EXHIBIT D
ISSUE PRICE CERTIFICATE OF THE UNDERWRITER
This Certificate is furnished by Merrill Lynch, Pierce, Fenner & Smith Incorporated as
representative of the underwriters (the “Representative”) in connection with the sale and issuance
by _______________ (the “Commission”) of its $_________ aggregate principal amount of
[NAME OF BONDS] (the “Bonds”) issued ________, 2017, and the Representative hereby
certifies and represents the following, based upon information available to us:
1. Based on our assessment of the then prevailing market conditions, the
Representative reasonably expected when it agreed to purchase the Bonds (the “Sale Date”) that
the first prices at which at least 10% of each maturity of the Bonds would be sold by the
Representative to the general public (excluding bond houses, brokers or similar persons or
organizations acting in the capacity of underwriters or wholesalers) (the “Public”) would be prices
not higher than, or, in the case of obligations sold on a yield basis, at yields not lower than, those
listed for each maturity on Schedule A hereto (the “Initial Offering Prices”).
2. All of the Bonds have actually been offered to the Public in a bona fide public
offering at prices not higher than, or, in the case of obligations sold on a yield basis, at yields not
lower than, the Initial Offering Prices.
3. The first price, or yield in the case of obligations sold on a yield basis, at which ten
percent (10%) of each maturity of the Bonds has been sold to the Public was at a price not higher
than, or, in the case of obligations sold on a yield basis, at a yield not lower than, the Initial Offering
Prices [except for the Bonds with the following maturities:].
4. The Representative had no reason to believe that any of the Initial Offering Prices
of the Bonds exceeded the expected fair market value of the Bonds as of the Sale Date.
We understand that the foregoing information will be relied upon by the Commission with
respect to certain of the representations set forth in the Tax Certificate and by Orrick Herrington
& Sutcliffe LLP, in connection with rendering its opinion to the Commission that the interest on
the Bonds is not includable in gross income of the owners thereof for federal income tax purposes.
The undersigned is certifying only as to facts in existence on the date hereof. Nothing herein
represents the undersigned’s interpretation of any laws; in particular the regulations under the
Internal Revenue Code of 1986, or the application of any laws to these facts. The certifications
contained herein are not necessarily based on personal knowledge, but may instead be based on
either inquiry deemed adequate by the undersigned or institutional knowledge (or both) regarding
the matters set forth herein. Although certain information furnished in this Certificate has been
derived from other purchasers, bond houses and brokers and cannot be independently verified by
us, we have no reason to believe it to be untrue in any material respect.
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MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED,
as Representative of the Underwriters
By:
[NAME]
[TITLE]
Dated: ______________
163
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OH&S Draft – 4/18/17
OHSUSA:765989901.12
MASTER INDENTURE
between
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
and
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
Dated as of [July 1, 2017]
Riverside County Transportation Commission
Toll Revenue Bonds
ATTACHMENT 6
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ARTICLE I
DEFINITIONS
Section 1.01 Definitions........................................................................................................ 6
ARTICLE II
THE OBLIGATIONS
Section 2.01 Authorization and Purposes ........................................................................... 33
Section 2.02 General Terms of Obligations ........................................................................ 34
Section 2.03 Execution ....................................................................................................... 34
Section 2.04 Certificate of Authentication .......................................................................... 35
Section 2.05 Forms of Obligations ..................................................................................... 35
Section 2.06 Issuance, Sale and Delivery of Obligations; Application of Proceeds .......... 35
Section 2.07 Mutilated, Lost, Stolen or Destroyed Obligations ......................................... 35
Section 2.08 Exchangeability and Transfer of Obligations; Persons Treated as
Holders ........................................................................................................... 36
Section 2.09 Cancellation ................................................................................................... 37
Section 2.10 Senior Lien Obligations Ratably Secured ...................................................... 37
Section 2.11 Second Lien Obligations Ratably Secured .................................................... 37
Section 2.12 Subordinate Obligations Ratably Secured ..................................................... 38
Section 2.13 Book-Entry Only System ............................................................................... 38
ARTICLE III
ADDITIONAL OBLIGATIONS
Section 3.01 Restrictions on Issuance of Senior Lien Obligations ..................................... 39
Section 3.02 Proceedings for Issuance of Additional Obligations ..................................... 41
Section 3.03 Restrictions on Issuance of Second Lien Obligations or Additional
Subordinate Obligations ................................................................................. 42
Section 3.04 Proceedings for Issuance of Second Lien Obligations or Additional
Subordinate Obligations ................................................................................. 44
Section 3.05 Subordinate Obligations; TIFIA Loans ......................................................... 44
Section 3.06 Conditions for Merging of RCTC 91 Express Lanes and Toll Road ............. 44
ARTICLE IV
REDEMPTION
Section 4.01 Redemption and Purchase of Obligations ...................................................... 45
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Section 4.02 Notice of Redemption .................................................................................... 45
Section 4.03 Conditional Notice of Redemption; Rescission ............................................. 45
Section 4.04 Effect of Redemption ..................................................................................... 46
Section 4.05 Partial Redemption of Obligations................................................................. 46
ARTICLE V
PLEDGE; FUNDS AND ACCOUNTS
Section 5.01 Deposit of Revenue by Trustee; Toll Revenue Fund ..................................... 46
Section 5.02 Establishment of Funds and Accounts ........................................................... 47
Section 5.03 Toll Revenue Fund; Priority of Deposits and Transfers ................................ 48
Section 5.04 Project Fund ................................................................................................... 53
Section 5.05 Commission Initial Loan and Commission Backstop Loan
Contribution to Project ................................................................................... 56
Section 5.06 Operation and Maintenance Fund .................................................................. 57
Section 5.07 Capital Expenditures Fund ............................................................................. 58
Section 5.08 Senior Lien Obligations Reserve Fund .......................................................... 58
Section 5.09 Second Lien Obligations Reserve Fund ......................................................... 60
Section 5.10 Subordinate Obligations Reserve Fund ......................................................... 62
Section 5.11 Repair and Rehabilitation Fund ..................................................................... 64
Section 5.12 Commission Loan Fund; Residual Fund; Surplus Fund ................................ 65
Section 5.13 Rebate Fund ................................................................................................... 66
Section 5.14 Senior Lien Obligations Interest Account...................................................... 66
Section 5.15 Senior Lien Obligations Principal Account ................................................... 67
Section 5.16 Second Lien Obligations Interest Account .................................................... 67
Section 5.17 Second Lien Obligations Principal Account .................................................. 68
Section 5.18 Subordinate Obligations Interest Account ..................................................... 68
Section 5.19 Subordinate Obligations Principal Account ................................................... 68
Section 5.20 TIFIA Loan Prepayment Account ................................................................. 69
Section 5.21 Establishment and Application of the Redemption Fund .............................. 69
Section 5.22 Records .......................................................................................................... 69
Section 5.23 Investment by Trustee .................................................................................... 70
Section 5.24 Subsidy Payments .......................................................................................... 71
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Section 5.25 Withdrawal and Application of Funds; Priority of Transfers from
Funds and Accounts ....................................................................................... 71
Section 5.26 Effect of Bankruptcy Related Event on TIFIA Loan ..................................... 73
ARTICLE VI
COVENANTS OF THE COMMISSION
Section 6.01 Punctual Payment and Performance .............................................................. 73
Section 6.02 Against Encumbrances ................................................................................... 73
Section 6.03 Toll and Revenue Covenants ......................................................................... 74
Section 6.04 Annual Budget; Financial Plan ...................................................................... 76
Section 6.05 Operation and Maintenance of the Toll Road ................................................ 76
Section 6.06 Retention of Assets ........................................................................................ 76
Section 6.07 Insurance ........................................................................................................ 76
Section 6.08 Payment of Claims ......................................................................................... 77
Section 6.09 Receipt and Deposit of Cash Advances ......................................................... 77
Section 6.10 Toll Agreements............................................................................................. 77
Section 6.11 Construction and Maintenance From Other Sources Permitted .................... 78
Section 6.12 Tax Covenants ............................................................................................... 78
Section 6.13 Accounting Records; Financial Statements and Other Reports ..................... 79
Section 6.14 Protection of Trust Estate and Rights of Holders .......................................... 79
Section 6.15 Payment of Governmental Charges and Compliance with
Governmental Regulations............................................................................. 79
Section 6.16 Maintenance of Powers .................................................................................. 79
Section 6.17 Covenants Binding on Commission and Successors ..................................... 80
Section 6.18 Continuing Disclosure ................................................................................... 80
Section 6.19 Further Assurances......................................................................................... 80
ARTICLE VII
DEFAULT PROVISIONS AND REMEDIES
Section 7.01 Events of Default ........................................................................................... 81
Section 7.02 Application of Revenue and Other Funds After Default ............................... 81
Section 7.03 No Acceleration ............................................................................................. 83
Section 7.04 Suits at Law or in Equity and Mandamus ...................................................... 83
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Section 7.05 Waivers .......................................................................................................... 84
Section 7.06 Rights of Subordinate Lenders ....................................................................... 84
ARTICLE VIII
THE TRUSTEE
Section 8.01 Trustee............................................................................................................ 84
Section 8.02 Compensation and Indemnification of Trustee .............................................. 87
Section 8.03 Qualifications of Trustee; Resignation; Removal .......................................... 87
Section 8.04 Instrument of Bondholders ............................................................................ 89
Section 8.05 Issuing and Paying Agents ............................................................................. 89
ARTICLE IX
AMENDMENTS
Section 9.01 Amendments to Indenture Not Requiring Consent of Bondholders .............. 90
Section 9.02 Amendments to Indenture Requiring Consent of Bondholders and
TIFIA Lender ................................................................................................. 91
Section 9.03 Notice to and Consent of Bondholders .......................................................... 92
Section 9.04 Execution and Effect of Supplemental Indentures ......................................... 92
Section 9.05 Obligations Owned by Commission .............................................................. 93
ARTICLE X
DISCHARGE OF LIEN
Section 10.01 Discharge of Lien and Security Interest ......................................................... 93
Section 10.02 Provision for Payment of Obligations ............................................................ 94
Section 10.03 Unclaimed Moneys ........................................................................................ 95
ARTICLE XI
MISCELLANEOUS
Section 11.01 Liability of Commission Limited to Trust Estate .......................................... 95
Section 11.02 Limitation of Rights; Third Party Beneficiary ............................................... 96
Section 11.03 Rights of Credit Providers ............................................................................. 96
Section 11.04 Severability .................................................................................................... 96
Section 11.05 Notices ........................................................................................................... 97
Section 11.06 Payments Due on Non-Business Days ........................................................... 97
Section 11.07 Captions ......................................................................................................... 97
Section 11.08 California Law ............................................................................................... 98
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Section 11.09 Effective Date ................................................................................................ 98
Section 11.10 Execution in Several Counterparts ................................................................. 98
SCHEDULE I PROJECTS CONSTITUTING CAPITAL EXPENDITURES FUND
PERMITTED EXPENDITURES ................................................................. S-I
SCHEDULE II SCHEDULED REPAIR AND REHABILITATION FUND
REQUIRED DEPOSITS .............................................................................. S-II
SCHEDULE III RESIDUAL FUND SCHEDULED RETAINED BALANCE ................... S-III
EXHIBIT A FORM OF FUNDS TRANSFER CERTIFICATE ...................................... A-1
169
OHSUSA:765989901.12
This MASTER INDENTURE, dated as of [July 1, 2017] (this “Master
Indenture”), between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION, a
public entity duly existing under the laws of the State of California (as further defined herein, the
“Commission”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association
duly organized and existing under the laws of the United States of America, as trustee (together
with any successor thereto the “Trustee”);
W I T N E S S E T H:
WHEREAS, the Commission is a county transportation commission duly
organized and existing pursuant to the County Transportation Commissions Act, being Division
12 of the Public Utilities Code of the State of California (Section 130000 et seq.) (as amended
from time to time hereafter, the “Commission Act”);
WHEREAS, the Commission is authorized pursuant to the Riverside County
Transportation Sales Tax Act, being Division 25 of the Public Utilities Code of the State of
California (Section 240000 et seq.) (the “Sales Tax Act”), to, among other things, and with voter
approval, levy a retail transactions and use tax in accordance with the provisions of Part 1.6
(commencing with Section 7251) of Division 2 of the California Revenue and Taxation Code
and to issue limited tax bonds payable from the proceeds of such tax;
WHEREAS, the Commission adopted Ordinance No. 02-001, named the
“Transportation Expenditure Plan and Retail Transaction and Use Tax Ordinance” ( “Ordinance
No. 02-001”) on May 8, 2002, pursuant to the provisions of the Sales Tax Act, which Ordinance
provides for the imposition of a retail transactions and use tax (the “Sales Tax”) applicable in the
incorporated and unincorporated territory of the County in accordance with the provisions of Part
1.6 (commencing with Section 7251) of Division 2 of the California Revenue and Taxation Code
at the rate of one-half of one percent (1/2%) commencing July 1, 2009 and continuing for a
period not to exceed thirty (30) years;
WHEREAS, by its terms, Ordinance No. 02-001 became effective at the close of
the polls on November 5, 2002, the day of the election at which the proposition imposing the
Sales Tax was approved by more than two-thirds of the electors voting on the measure;
WHEREAS, the Commission adopted Ordinance No. 10-002 on July 14, 2010,
amending Ordinance No. 02-001 (collectively with Ordinance No. 02-001, as amended from
time to time, the “Ordinance”) which amendment was approved by a majority of the voters
voting on such Ordinance at an election held on November 2, 2010;
WHEREAS, the Ordinance authorizes the Commission to apply proceeds of the
Sales Tax for transportation purposes, including the construction, capital, acquisition,
maintenance and operation of streets, roads, highways, including state highways, and for related
purposes;
WHEREAS, pursuant to Streets and Highways Code Sections 149.7 and 149.8,
including Chapter 421 of the California Statutes of 2008 (Assembly Bill 1954) (the “Toll Act”),
the Commission is authorized to set, levy and collect tolls, user fees, or other similar charges,
payable for use of high-occupancy toll (“HOT”) lanes and other facilities in the Interstate 15
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(referenced in the Toll Act as State Highway Route 15) (the “I-15”) corridor in Riverside
County (as further defined herein, the “Toll Road”), and to issue one or more series of bonds or
other obligations (as further defined herein, the “Obligations”) pursuant to the terms and
conditions of a resolution adopted by a two-thirds vote of the Commission, which Obligations
may be payable from the proceeds of such tolls (as further defined herein, the “Toll Revenues”)
and any other Revenue pledged hereunder;
WHEREAS, the Toll Act authorizes the Obligations to be issued for the purpose
of financing the cost of the Toll Road which the Commission designates will initially consist of
the portion of the I-15 between the I-15/Cajalco Road interchange and the I-15/State Route 60
(the “SR 60”) interchange (as more fully defined herein, the “I-15 Express Lanes Project”);
WHEREAS, the Commission submitted an application to the California
Transportation Commission (the “CTC”) to develop the I-15 Express Lanes Project, and
pursuant thereto, the CTC conducted two public hearings and determined the application was
eligible and submitted the same for legislative approval which was obtained and codified in the
Toll Act;
WHEREAS, pursuant to Chapter 6.5 (commencing with Section 6800) of Part 1
of Division 2 of the Public Contract Code, the Commission is authorized to employ the design-
build method of procurement in connection with the I-15 Express Lanes Project;
WHEREAS, the California Department of Transportation (“Caltrans”) and the
Commission have entered into Agreement No. 17-31-002-00, the CALTRANS/RCTC Toll
Facility Agreement (Including Real Property Lease) Interstate 15 Express Lanes in Riverside
County on September 29, 2016, by and between the Commission and Caltrans (the “Toll Facility
Agreement”);
WHEREAS, the Caltrans and the Commission have entered into the Cooperative
Agreement No. 16-31-038-00 for Design-Build of the I-15 Express Lanes Project on May 31,
2016, as required by Public Contract Code Section 6821, by and between the Commission and
Caltrans (as further defined herein, the “Caltrans DB Cooperative Agreement”);
WHEREAS, Caltrans served as lead agency for environmental review, analysis
and approval of the I-15 Express Lanes Project pursuant to the requirements of the California
Environmental Quality Act (“CEQA”), and in such capacity prepared a Mitigated Negative
Declaration and Initial Study (“MND”) for the project;
WHEREAS, Caltrans adopted the MND, adopted an Environmental
Commitments Record (“Mitigation Monitoring and Reporting Program”) and approved the I-15
Express Lanes Project on May 4, 2016;
WHEREAS, the Commission has completed its environmental assessment of the
I-15 Express Lanes Project following consideration of the MND and Mitigation Monitoring and
Reporting Program, and has approved Resolution No. 06-012 on July 13, 2016, adopting the
Mitigation Monitoring and Reporting Program and approving the I-15 Express Lanes Project;
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WHEREAS, the Commission determined that it is necessary to issue Obligations,
including Senior Lien Bonds (as defined herein), to (i) pay or reimburse the Commission for the
payment of a portion of the Project Costs (as hereinafter defined), and (ii) apply for or otherwise
obtain available federal, state and local matching funds, loans and grants to make additional
funds available for the I-15 Express Lanes Project;
WHEREAS, the Commission has previously issued its toll revenue bonds (the
“91 Express Lane Bonds”) pursuant to a Master Indenture, dated as of June 1, 2013 (the “2013
Indenture”) in order to finance toll lanes and facilities on the portion of State Route 91 between
the Orange County/Riverside County line and I-15 that constitute part of the Riverside SR-91
Corridor Improvement Project (as more fully defined in the 2013 Indenture);
WHEREAS, the Obligations issued hereunder are issued and secured separately
from the 91 Express Lane Bonds; provided that following completion of construction and upon
satisfaction of certain conditions the systems may be merged in the future and the obligations of
the projects secured on a parity from toll road system revenues;
WHEREAS, the Commission has determined to enter into this Master Indenture
and one or more Supplemental Indentures (collectively, the “Indenture”) to provide for (i) the
issuance of such Senior Lien Bonds, entitled “Riverside County Transportation Commission Toll
Revenue Senior Lien Bonds,” to establish and declare the terms and conditions upon which the
Senior Lien Bonds and other obligations secured by toll revenues and other sources of funds
shall be issued and secured and to secure the payment of the principal, premium (if any), and
interest on the Senior Lien Bonds and other obligations secured by toll revenues on a parity with
the Senior Lien Bonds (as more fully defined in Section 1.01, the “Parity Obligations”); (ii) the
issuance of Second Lien Obligations, entitled “Riverside County Transportation Commission
Toll Revenue Second Lien Obligations,” to establish and declare the terms and conditions upon
which the Second Lien Obligations shall be issued and secured and to secure the payment of the
principal, premium (if any), and interest on the Second Lien Obligations, and (iii) the issuance of
Subordinate Obligations, entitled “Riverside County Transportation Commission Toll Revenue
Subordinate Obligations,” to establish and declare the terms and conditions upon which the
Subordinate Obligations shall be issued and secured and to secure the payment of the principal,
premium (if any), and interest on the Subordinate Obligations;
WHEREAS, the execution and delivery of this Master Indenture has in all
respects been duly and validly authorized by resolution duly passed and approved by the
Commission; and
WHEREAS, the Commission certifies that all acts that are necessary to make the
Obligations, when executed by the Commission and authenticated and delivered by the Trustee,
duly issued and the valid, legal and binding obligations of the Commission payable in
accordance with their terms, and to constitute this Master Indenture a valid and binding
agreement of the parties hereto, have been done and taken, and the execution and delivery of this
Master Indenture have been duly authorized;
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NOW, THEREFORE, THIS INDENTURE WITNESSETH:
The Commission, to secure the payment of the Obligations as the same become
due and payable, whether at maturity or by prior redemption, and the performance and
observance of all of the covenants and conditions herein contained, and in consideration of the
premises and the acceptance by the Trustee of the trusts hereby created and of the purchase and
acceptance of the Obligations by the Holders thereof and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Commission does hereby
grant, mortgage, grant a security interest in, assign, transfer in trust, and pledge to the Trustee,
and to its successors in trust hereunder, and to them and their assigns forever, all rights, title,
interest and privileges of the Commission in, to and under (i) the Toll Revenues, (ii) all interest
or other income from investment of money in the Funds and Accounts established hereunder
(excluding the Rebate Fund, the Surplus Fund and the Sales Tax Revenue Bonds Account within
the Project Fund, and any Fund or Account established to hold the proceeds of a drawing on any
Credit Support Instrument), (iii) all Swap Revenues, and (iv) all amounts (including the proceeds
of Obligations) held in each Fund and Account established under this Indenture (except for
amounts on deposit in the Rebate Fund, the Surplus Fund and the Sales Tax Revenue Bonds
Account within the Project Fund, and amounts on deposit in any Fund or Account established to
hold the proceeds of a drawing on any Credit Support Instrument);
TO HAVE AND TO HOLD all the same (herein called the “Trust Estate”) with
all privileges and appurtenances hereby granted and assigned, or agreed or intended so to be, to
the Trustee and its successors in trust and to them and their assigns forever;
IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth,
FIRST: for the equal and proportionate benefit and security of all Senior Lien
Obligations, all of which, regardless of the time or times of their delivery, maturity or other due
date, shall be of equal rank without preference, priority or distinction as to lien or otherwise of
any Senior Lien Obligation over any other Senior Lien Obligation, except as otherwise permitted
by or provided for in this Indenture or in a Supplemental Indenture; provided, that any funds held
by the Trustee for the payment of specific Senior Lien Obligations which are deemed to have
been paid pursuant to the provisions of Article X and any funds deposited with the Trustee
hereunder specifically to be held in escrow or otherwise to provide additional security or an
additional source of payment for specified Senior Lien Obligations shall be held and used only to
pay or provide security for the Senior Lien Obligations for which such deposit was made and
shall not be held as security on a parity for any other Senior Lien Obligations; and provided
further, that the Trustee shall apply the Trust Estate hereunder to the payment of the principal of,
and interest on, or Maturity Value of, and other payments with respect to the Senior Lien
Obligations and for the purposes and uses and in the order of priority set forth herein prior to the
payment of the principal of, and interest on, or Maturity Value of, and other payments with
respect to Second Lien Obligations, Subordinate Obligations or other Obligations; and
SECOND: subject to the prior security interest in the Trust Estate pledged for the
security and payment of the Senior Lien Obligations, for the equal and proportionate benefit and
security of all Second Lien Obligations, all of which, regardless of the time or times of their
delivery, maturity or other due date, shall be of equal rank without preference, priority or
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distinction as to lien or otherwise of any Second Lien Obligation over any other Second Lien
Obligation, except as otherwise permitted by or provided for in this Indenture or in a
Supplemental Indenture; provided, that any funds held by the Trustee for the payment of specific
Second Lien Obligations that are deemed to have been paid pursuant hereto and any funds
deposited with the Trustee hereunder specifically to be held in escrow or otherwise to provide
additional security or an additional source of payment for specified Second Lien Obligations
shall be held and used only to pay or provide security for the Second Lien Obligations for which
such deposit was made and shall not be held as security on a parity for any other Second Lien
Obligations; and provided further, that the Trustee shall apply the Trust Estate hereunder to the
payment of the principal of, and interest on, or Maturity Value of, and other payments with
respect to the Second Lien Obligations and for the purposes and uses and in the order of priority
set forth herein subordinate to the payment of the Senior Lien Obligations but prior to the
payment of the principal of, and interest on, or Maturity Value of, and other payments with
respect to Subordinate Obligations and other Obligations; and
THIRD: subject to the security interest in the Trust Estate pledged for the
security and payment of the Senior Lien Obligations and the Second Lien Obligations, for the
equal and proportionate benefit and security of all Subordinate Obligations, all of which,
regardless of the time or times of their delivery, maturity or other due date, shall be of equal rank
without preference, priority or distinction as to lien or otherwise of any Subordinate Lien
Obligation over any other Subordinate Lien Obligation, except as otherwise permitted by or
provided for in this Indenture or in a Supplemental Indenture; provided, that any funds held by
the Trustee for the payment of specific Subordinate Obligations which are deemed to have been
paid pursuant to the provisions hereof and any funds deposited with the Trustee hereunder
specifically to be held in escrow or otherwise to provide additional security or an additional
source of payment for specified Subordinate Obligations shall be held and used only to pay or
provide security for the Subordinate Obligations for which such deposit was made and shall not
be held as security on a parity for any other Subordinate Obligations; and provided further, that
the Trustee shall apply the Trust Estate hereunder to the payment of the principal of, and interest
on, or Maturity Value of, and other payments with respect to the Subordinate Obligations and for
the purposes and uses and in the order of priority set forth herein subordinate to the payment of
the Senior Lien Obligations and the Second Lien Obligations but prior to the payment of the
principal of and interest on, or Maturity Value of, and other payments with respect to other
Obligations;
PROVIDED, HOWEVER, that if the Commission, its successors or assigns,
shall well and truly pay, or cause to be paid, or provide fully for payment as herein provided of
the principal of the Obligations and the interest due or to become due thereon (together with
premium, if any), at the time and in the manner set forth in the Obligations according to the true
intent and meaning thereof, or shall provide, as permitted hereby, for the payment thereof by
depositing with the Trustee sums sufficient for payment of the entire amount due or to become
due thereon as herein provided, and shall well and truly keep, perform and observe all the
covenants and conditions pursuant to the terms of this Indenture to be kept, performed and
observed by it, and shall pay to the Trustee all sums of money due or to become due to it in
accordance with the terms and provisions hereof, then this Indenture and the rights hereby
granted shall cease, terminate and be void except as otherwise provided herein.
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THIS INDENTURE FURTHER WITNESSETH, and it is expressly declared,
that all Obligations issued and secured hereunder are to be issued, authenticated and delivered
and all payments, revenues, income and funds hereby pledged and assigned, and are subject to
the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as
hereinafter expressed, and the Commission has agreed and covenanted, and does hereby
covenant and agree with the Trustee, for the benefit of the Owners from time to time of the
Obligations issued hereunder and the Secured Creditors, as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Definitions. In addition to terms elsewhere defined in this
Indenture, the following terms shall have the following meanings unless the context or use
clearly indicates another meaning. These definitions shall apply to the singular and plural forms
of these defined terms.
“Account” means each account established in accordance with the terms of this
Indenture.
“Accreted Value” means, with respect to any Capital Appreciation Obligations
or Convertible Capital Appreciation Obligations, the principal amount thereof plus the interest
accrued thereon at and prior to the maturity or earlier redemption thereof, in the case of a Capital
Appreciation Obligation, or at and prior to the date of conversion of such Obligation to a Current
Interest Obligation, in the case of a Convertible Capital Appreciation Obligation, compounded
on the basis of a 360-day year of twelve 30-day months at the approximate interest rate thereon
on each compounding date specified therein. The Accreted Value of an Obligation at any date of
computation shall be an amount equal to the principal amount of such Obligation plus interest
accrued thereon from the date of issuance, such interest to accrue at the rate per annum
established as provided in a Supplemental Indenture and be compounded periodically, plus, if
such date of computation shall not be a compounding date, the ratable portion of the difference
between the Accreted Value computed as of the immediately preceding compounding date (or
the date of issuance thereof if the date of computation is prior to the first compounding date
succeeding the date of issuance) and the Accreted Value computed as of the immediately
succeeding compounding date, calculated based on the assumption that the Accreted Value
increases during any period in equal daily amounts (with straight-line interpolation between
compounding dates).
“Act” means, collectively, the Commission Act, the Sales Tax Act, the Toll Act,
the Refunding Bond Law, Articles 10 and 11 of Chapter 3 of Part 7 of Division 2 of Title 5 of the
Government Code of the State, and such other provisions of law applicable to the Commission’s
authority to issue Obligations, charge tolls and construct the Toll Road.
“Alternative Repair and Rehabilitation Fund Required Deposit” means, for
any Monthly Funding Date, the sum of (a) the Scheduled Repair and Rehabilitation Fund
Required Deposit, plus (b) the cost of any Repair and Rehabilitation Permitted Expenditures
required to be incurred by the Commission (as set forth in a Written Engineer’s Certificate)
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which are in excess of the Scheduled Repair and Rehabilitation Fund Required Deposit and
which will be due and payable on or before the next Monthly Funding Date; provided, however,
that (i) in any Fiscal Year prior to the Fixed Payment Commencement Date (as defined in the
TIFIA Loan Agreement), no Alternative Repair and Rehabilitation Fund Required Deposit in
excess of the Scheduled Repair and Rehabilitation Fund Required Deposit shall be made without
the TIFIA Lender’s prior written consent, and (ii) in any Fiscal Year commencing after the Fixed
Payment Commencement Date, the aggregate amount of transfers to the Repair and
Rehabilitation Fund in respect of Alternative Repair and Rehabilitation Fund Required Deposits
shall not be in excess of 115% of the Scheduled Repair and Rehabilitation Fund Required
Deposits for such Fiscal Year as shown in Schedule II hereto, without the TIFIA Lender’s prior
written consent.
“Annual Debt Service” means the amount of payments due on the applicable
Outstanding Obligations for any Calculation Period, as calculated by the Commission, utilizing
the following assumptions about payments on such Obligations (and if more than one such
assumption may apply, using the relevant assumptions selected by the Commission):
(i) in determining the principal amount of an Obligation due in each year,
payment shall be assumed to be made in accordance with the amortization schedule established
for such principal, including any minimum sinking fund or account payments;
(ii) if 40 percent or more of the principal of a Series of Obligations is not due
until the final stated maturity of that Series of Obligations, the principal of and interest on such
Obligations may be treated as if such principal and interest were due based upon a level
amortization of such principal and interest over the term of that Series of Obligations;
(iii) if the Obligation is supported by a line of credit or a letter of credit,
principal may be treated as if it were due based upon the level amortization of such principal
over the maximum term of repayment of borrowings under such line of credit or letter of credit;
(iv) if an Outstanding Obligation bears a variable interest rate, the interest rate
shall be assumed to be the greater of (a) the daily average interest rate during the 12 months
ending with the month preceding the date of calculation, or during such shorter period that the
Obligation has been Outstanding, or (b) the rate of interest on that Obligation on the date of
calculation;
(v) if Obligations proposed to be issued will be variable interest rate
obligations, the interest on which is excluded from gross income for federal income tax purposes,
then such obligations shall be assumed to bear interest at an interest rate equal to the average
SIFMA Index during the three months preceding the month of calculation, or if SIFMA Index is
no longer published, at an interest rate equal to 75% of the average One Month USD LIBOR
Rate during that three month period, or if the One Month USD LIBOR Rate is not available for
such period, another similar rate or index selected by the Commission and, for so long as the
TIFIA Lender is the holder of an Outstanding Obligation, acceptable to the TIFIA Lender;
(vi) if Obligations proposed to be issued will be variable interest rate
obligations the interest on which is included in gross income for federal income tax purposes,
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then such obligations shall be assumed to bear interest at an interest rate equal to the average
One Month USD LIBOR Rate during the three months preceding the month of calculation, or if
the One Month USD LIBOR Rate is not available for such period, another similar rate or index
selected by the Commission and, for so long as the TIFIA Lender is the holder of an Outstanding
Obligation, acceptable to the TIFIA Lender;
(vii) if Obligations proposed to be issued are part of a Commercial Paper
Program, the principal of such Obligations may be treated as if such principal were due based
upon a 30-year level amortization of principal from the date of calculation and the interest on
such Obligations shall be calculated as if such Obligations were variable interest rate
Obligations;
(viii) if the variable interest on any Obligation plus the variable payments due to
the Commission and fixed payments due from the Commission under a Qualified Swap
Agreement or a Swap designated by the Commission are treated by the Commission as synthetic
fixed rate debt, the variable interest rate Obligation may be treated as bearing such synthetic
fixed rate for the duration of the synthetic fixed rate;
(ix) if the fixed interest on any Obligation plus the fixed payments due to the
Commission and variable payments due from the Commission under a Qualified Swap
Agreement or a Swap designated by the Commission are treated by the Commission as synthetic
variable rate debt, the fixed interest rate Obligation may be treated as bearing such synthetic
variable rate for the duration of the synthetic variable rate and such synthetic variable rate shall
be calculated using the principles of clauses (iv), (v) or (vi) hereof;
(x) if any of the Obligations are Short-Term Put Obligations, the principal of
such obligations may be treated as if such principal were due based upon a 30-year level
amortization of principal from the date of calculation and the interest on such obligations may be
calculated as if such obligations were variable interest rate Obligations;
(xi) principal and interest payments on Obligations may be excluded to the
extent such payments are to be paid from amounts then currently on deposit with the Trustee or
another fiduciary in escrow specifically and irrevocably therefor and interest payments on any
Obligations may be excluded to the extent that such interest payments are to be paid from
capitalized interest held by the Trustee or another fiduciary specifically to pay such interest,
including amounts held on deposit to pay capitalized interest on one or more Series of
Obligations;
(xii) if any of the Obligations are, or upon issuance will be, obligations for
which the Commission is entitled to receive Subsidy Payments, as evidenced by an Opinion of
Bond Counsel delivered with respect to such Obligations, the obligations may be treated as
bearing an interest rate equal to the rate of interest borne or assumed to be borne, as applicable,
by the obligations for the period of determination minus the Subsidy Payments to which the
Commission is entitled for such period;
(xiii) any payment obligation under an Obligation that was or is optional or
contingent (such as the obligation to make a termination payment under a Qualified Swap
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Agreement or a Swap), whether or not the option is exercised or the contingency occurs, and any
payments that are not scheduled payments, may be excluded;
(xiv) if any of the Obligations are, or upon issuance will be, obligations payable
in a currency other than lawful currency of the United States of America, then such obligations
shall be assumed to be payable in lawful currency of the United States at the rate payable by the
Commission pursuant to the Commission’s related currency swap or contract entered into in
connection with such obligations or, in the absence of such swap or contract, at the rate
determined by the Commission using a currency market conversion factor selected by the
Commission; and
(xv) if any of the Obligations are in the form of or securing payment of a
TIFIA Loan, Annual Debt Service on such Obligations shall include only annual TIFIA
Mandatory Debt Service (provided that, for purposes of such calculation during the period prior
to the TIFIA Debt Service Payment Commencement Date, the TIFIA Mandatory Debt Service
shall be deemed to be zero), and such Obligations (if not a Senior Lien Obligation) shall be
treated for purposes of all calculations of Annual Debt Service as Subordinate Obligations unless
and until the occurrence of a Bankruptcy Related Event, upon which occurrence such
Obligations shall be treated as Parity Obligations for such purposes; provided further if the
TIFIA Loan is a Senior Lien Obligation, the consent of the TIFIA Lender shall be required to
utilize the assumptions in clauses (ii), (iii), (vii) or (x) in calculating Annual Debt Service.
“Annual Operating Budget” means the annual budget required by Section 6.04
hereof.
“Authorized Denominations” means, with respect to a Series of Obligations, the
denomination or denominations designated as such in a Supplemental Indenture providing for the
issuance of such Obligations.
“Authorized Representative” means the Executive Director of the Commission,
any Deputy Executive Director of the Commission, the Chief Financial Officer of the
Commission, the Toll Program Director of the Commission or any other employee of the
Commission at the time designated to act on behalf of the Commission in a Certificate of the
Commission executed by any of the foregoing officers and filed with the Trustee, which
Certificate shall contain such employee’s specimen signature.
“Average Annual Debt Service” means, at any time of determination, the
average amount of Annual Debt Service paid or payable in each Calculation Period on the
applicable Outstanding Obligations to the stated maturity thereof.
“Bankruptcy Related Event” means (a) an involuntary proceeding shall be
commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or
other relief in respect of the Commission or any of its debts, or of a substantial part of the assets
of the Commission, under any Insolvency Law, or (ii) the appointment of a receiver, trustee,
liquidator, custodian, sequestrator, conservator or similar official for the Commission for a
substantial part of the assets of the Commission, and, in any case referred to in the foregoing
subclauses (i) and (ii), such proceeding or petition shall continue undismissed for 60 days or an
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order or decree approving or ordering any of the foregoing shall be entered; (b) the Commission
shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator, custodian,
sequestrator, conservator or similar official for the Commission or for a substantial part of the
assets of the Commission, or (ii) generally not be paying its debts as they become due unless
such debts are the subject of a bona fide dispute, or become unable to pay its debts generally as
they become due, or (iii) make a general assignment for the benefit of creditors, or (iv) consent
to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or
petition with respect to it described in clause (a) of this definition, or (v) commence a voluntary
proceeding under any Insolvency Law, or file a voluntary petition seeking liquidation,
reorganization, an arrangement with creditors or an order for relief under any Insolvency Law, or
(vi) file an answer admitting the material allegations of a petition filed against it in any
proceeding referred to in the foregoing subclauses (i) through (iv), inclusive, of this clause (b), or
(vii) take any action for the purpose of effecting any of the foregoing; or (c) (i) all or a
substantial part of the Trust Estate shall be sold or otherwise disposed of in a public or private
sale or disposition pursuant to a foreclosure of the lien thereon securing any Obligations, or (ii)
all or a substantial part of the Trust Estate shall be transferred pursuant to a sale or disposition of
such Trust Estate in lieu of foreclosure.
“Beneficial Owner” means, with respect to any Book-Entry Obligation, the
beneficial owner of such Book-Entry Obligation as determined in accordance with the applicable
rules of the Securities Depository for such Book-Entry Obligations.
“Blocked Payment Conditions” means the conditions set forth in Section
5.12(a).
“Board” means the Board of Commissioners of the Commission.
“Bond Counsel” means a firm of nationally-recognized attorneys-at-law
experienced in legal work relating to the issuance of municipal bonds selected by the
Commission.
“Bond Obligation” means, as of any given date of calculation, (a) with respect to
any Outstanding Current Interest Obligation, the principal amount of such Obligation, and (b)
with respect to any Outstanding Capital Appreciation Obligation or Convertible Capital
Appreciation Obligation, the Accreted Value thereof.
“Bond Register” means the registration books for the ownership of Obligations
maintained by the Trustee pursuant to Section 2.08.
“Bondholder” or “Holder” or “Owner” means the record owner of any
Obligation shown on the books of registration kept by the Trustee, which, during any period
when such Obligation is a Book-Entry Obligation, shall be the Securities Depository or its
Nominee.
“Book-Entry Obligations” means Obligations issued under a book-entry only
depository system as provided in Section 2.13.
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“Business Day” means any day, other than a Saturday, Sunday or other day on
which the Government or banks are authorized or obligated by law or executive order to be
closed in the State of California or the State of New York or in any city in which the Principal
Office of the Trustee or, with respect to any Obligations secured by a Credit Support Instrument,
the office where draws are to be made on a Credit Provider is located.
“Calculation Date” means each June 30 and December 31, or, if such day is not a
Business Day, the next succeeding Business Day, commencing with such date following the
Substantial Completion Date.
“Calculation Period” means a period of consecutive twelve (12) months.
“Caltrans” means the California Department of Transportation.
“Caltrans DB Cooperative Agreement” means that certain Cooperative
Agreement for Design-Build of the I-15 Express Lanes Project, dated as of May 31, 2016, setting
forth, among other things, the manner in which the initial phase of the I-15 Express Lanes
Project will be constructed in accordance with the CIP Plan using the design-build method of
procurement as authorized by the CTC.
“Capital Appreciation Obligations” means the Obligations designated as
Capital Appreciation Obligations in the Supplemental Indenture providing for the issuance of
such Obligations and on which interest is compounded and paid at maturity or on prior
redemption.
“Capital Expenditures Fund” means the Fund by that name created pursuant to
Section 5.02.
“Capital Expenditures Fund Deposits Cap” means $[___________].
“Capital Expenditures Fund Permitted Expenditures” means the expenditures
necessary to complete the projects specified in Schedule I hereto, which aggregate expenditures
shall not exceed the Capital Expenditures Fund Deposits Cap.
“Certificate of the Commission” means an instrument in writing signed by an
Authorized Representative of the Commission.
“CIP Plan” means the transportation improvements relating to the I-15 Express
Lanes Project, including projected costs, the use of toll revenues, and a proposed completion
schedule, and the use of the design-build method of procurement in connection with such
improvements to reduce costs, expedite completion and achieve design features not achievable
through the traditional design-bid-build method, as described in the Caltrans DB Cooperative
Agreement, as it may be amended.
“Code” means the Internal Revenue Code of 1986, as amended from time to time,
and any regulations promulgated thereunder.
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“Commercial Paper Program” means a program of short-term Obligations
(secured, at the option of the Commission, on a parity with Senior Lien Obligations, Second Lien
Obligations or Subordinate Obligations) having the characteristics of commercial paper in that (i)
such Obligations have a stated maturity not later than 270 days from their date of issue and (ii)
maturing Obligations of such program may be paid with the proceeds of renewal Obligations.
“Commission” means the Riverside County Transportation Commission, a public
entity duly established and existing under the laws of the State of California, and any successor
thereto.
“Commission Act” means Division 12 of the Public Utilities Code of the State of
California (Section 130000 et seq.) as such may be amended from time to time hereafter.
“Commission Backstop Loan” means the amounts transferred to the Trustee
from the Sales Tax Trustee pursuant to Section 5.05(b).
“Commission Initial Loan” means the aggregate amounts transferred to the
Trustee from the Sales Tax Trustee pursuant to Section 5.05(a).
“Commission Loan” means the aggregate amount of the Commission Initial
Loan the Commission makes to the Project pursuant to Section 5.05(a) and any additional
contingent Commission Backstop Loan amounts made by the Commission to the Project
pursuant to Section 5.05(b).
“Commission Loan Fund” means the Account by that name created pursuant to
Section 5.02.
“Commission Loan Rate” means an annual rate equal to 4.00%.
“Completion Obligations” means any Obligations incurred for the purpose of
financing the completion of a Project for which Obligations theretofore shall have been incurred
in accordance with the provisions hereof, to the extent necessary to complete such Project, in the
manner and scope contemplated at the time that such Obligations theretofore incurred were
originally incurred, and, to the extent the same shall be applicable, in accordance with the
general plans and specifications for the applicable Project, as originally prepared with only such
changes as have been made in conformance with the Financing Documents pursuant to which
such Obligations theretofore incurred were originally incurred.
“Consulting Engineer” means [Parsons Transportation Group Inc. or such other]
or an independent engineer or engineering firm, or an affiliate thereof, nationally recognized as
being experienced with determining the costs of construction, operation, maintenance, repair,
and/or replacement of facilities similar to the Project appointed by the Commission; provided
such appointment is not objected to in written notice to the Trustee and the Commission by the
TIFIA Lender within 15 Business Days as being unacceptable.
“Continuing Disclosure Agreement” means, with respect to each Series of
Obligations requiring an undertaking regarding disclosure under Rule 15c2-12, the continuing
disclosure undertaking entered into by the Commission and, if applicable, the Trustee or a
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Dissemination Agent or both, as the same may be supplemented, modified or amended in
accordance with its terms.
“Convertible Capital Appreciation Obligations” means Obligations that
initially are issued as Capital Appreciation Obligations, but later convert to Obligations on which
interest is paid periodically. Convertible Capital Appreciation Obligations shall be Capital
Appreciation Obligations until the conversion date and from and after such conversion date shall
no longer be Capital Appreciation Obligations, but shall be treated as Current Interest
Obligations having a principal amount equal to their Accreted Value on the conversion date.
“Costs of Issuance” means all items of expense directly or indirectly payable by
or reimbursable to the Commission and related to the authorization, execution, sale and delivery
of Obligations, including, but not limited to, advertising and printing costs, costs of preparation
and reproduction of documents, filing and recording fees, initial fees and charges of the Trustee,
legal fees and charges, fees and disbursements of consultants and professionals, financial advisor
fees and expenses, underwriting fees and discounts, rating agency fees, fees and charges for
preparation, execution, transportation and safekeeping of such Obligations, surety, insurance,
liquidity and credit enhancements costs, and any other cost, charge, termination payment or fee
incurred in connection with the issuance of Obligations.
“Coverage Calculation Date” has the meaning assigned in Section 6.03(b).
“Coverage Ratio” has the meaning assigned in Section 6.03(b).
“Credit Provider” means any municipal bond insurance company, bank or other
financial institution or organization or group of financial institutions or organizations providing a
Credit Support Instrument for a Series of Obligations.
“Credit Support Instrument” means a policy of insurance, letter of credit, line
of credit, standby purchase agreement, revolving credit agreement or other credit arrangement
pursuant to which a Credit Provider provides credit or liquidity support with respect to, or
available for, the payment of interest, principal or Purchase Price of any Series of Obligations, as
the same may be amended from time to time pursuant to its terms, and any replacement therefor.
“CTC” means the California Transportation Commission.
“Current Interest Obligations” means Obligations designated as Current
Interest Obligations in the Supplemental Indenture providing for the issuance of such Obligations
and that pay interest to the Holders thereof on a periodic basis prior to maturity. Current Interest
Obligations also include Convertible Capital Appreciation Obligations after their conversion
date.
“Defeasance Securities” means noncallable: (i) U.S. Treasury certificates, notes,
bills and bonds, including State and Local Government Series securities; (ii) direct obligations of
the U.S. Treasury which have been stripped by the U.S. Treasury itself; (iii) Resolution Funding
Corp. securities (“REFCORP”), provided, however, only the interest component of REFCORP
strips which have been stripped by request to the Federal Reserve Bank of New York in book
entry form are acceptable; (iv) pre-refunded municipal bonds rated the same level as U.S.
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Treasury Notes and Bonds by Moody’s and by S&P, provided, however, that if such municipal
bonds are rated only by S&P, then such pre-refunded municipal bonds must have been pre-
refunded with cash, direct United States or United States guaranteed obligations; (v) obligations
issued by the following agencies, which are backed by the full faith and credit of the United
States: (a) Farmers Home Administration (FmHA) - certificates of beneficial ownership; (b)
General Services Administration - participation certificates; (c) U.S. Maritime Administration -
Guaranteed Title XI financing; (d) Small Business Administration guaranteed participation
certificates and guaranteed pool certificates; (e) GNMA guaranteed MSB and participation
certificates; and (f) U.S. Department of Housing and Urban Development (HUD) Local
Authority Bonds, or (vi) certain obligations of government-sponsored agencies that are not
backed by the full faith and credit of the United States limited to: (a) Federal Home Loan
Mortgage Corp. (FHLMC) debt obligations; (b) Farm Credit System (formerly Federal Land
Banks, Federal Intermediate Credit Banks, and Banks for Cooperatives) consolidated system-
wide bonds and notes; (c) Federal Home Loan Banks (FHL Banks) consolidated debt
obligations; (d) Federal National Mortgage Association (FNMA) debt obligations; (e) Student
Loan Marketing Association (SLMA) debt obligations; and (f) Financing Corp. (FICO) debt
obligations; and (g) other obligations approved by the Rating Agencies for defeasance escrows
rated in the highest Rating Category.
“Design-Build Contract” means the Design-Build Contract for the I-15 Express
Lanes Project, dated [April 12, 2017], between the Commission and the Design-Build Contractor
and any replacement contracts entered into by the Commission following any termination of
such agreement, each in a form approved by the California Division Office of the Federal
Highway Administration, an agency of the United States Department of Transportation,
headquartered in Sacramento, California.
“Design-Build Contractor” means Skanska-Ames, a Joint Venture and any
successor thereto.
“Design-Build Contractor Payments Account” means the Account by that
name created within the Project Fund pursuant to Section 5.02.
“Design-Build Parent Guaranties” means that certain Guaranty, dated March
29, 2017, provided by Skanska USA Civil Inc., as the same relates to the Design-Build Contract
and the obligations, liabilities and duties of the Design-Build Contractor thereunder.
“Dissemination Agent” means, with respect to each Series of Obligations
requiring an undertaking regarding disclosure under Rule 15c2-12, the party (which may be the
Commission) acting as dissemination agent under the applicable Continuing Disclosure
Agreement, or any successor dissemination agent designated in writing by the Commission and
which has filed a written acceptance with the Commission and the Trustee.
“DTC” means The Depository Trust Company, New York, New York or any
successor thereto.
“Electronic” means, with respect to notice, notice through the internet or through
a time-sharing terminal.
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“EMMA” means the Electronic Municipal Market Access website of the MSRB
located at http://emma.msrb.org.
“Event of Default” means any of the events specified in Section 7.01.
“Financial Plan” means (a) the initial financial plan submitted by the
Commission within 60 days after the effective date of the TIFIA Loan as set forth in
Section 20(a) of such TIFIA Loan Agreement, and (b) the annual updates thereto required
pursuant to such Section 20(a).
“Financing Documents” means this Indenture, any Swaps or Qualified Swap
Agreements, and any documents and/or instruments evidencing, documenting, securing or
otherwise relating to any or all of the Obligations (including each TIFIA Loan Agreement), all as
the same may from time to time be amended, modified, extended, renewed and/or restated, and
each other document or instrument required to be executed and delivered by the aforementioned
agreements.
“Fiscal Year” means the period of twelve months terminating on June 30 of each
year, or any other annual period hereafter selected and designated by the Commission as its
Fiscal Year in accordance with applicable law and, if applicable, the applicable TIFIA Loan
Agreement.
“Fitch” means Fitch Ratings, Inc., and its successors and assigns, except that if
such corporation shall be dissolved or liquidated or shall no longer perform the functions of a
securities rating agency, then the term “Fitch” shall be deemed to refer to any other nationally
recognized securities rating agency selected by the Commission.
“Fund” means each fund established in accordance with the terms of this
Indenture.
“Funds Transfer Certificate” means a certificate prepared by the Commission in
accordance with the terms of this Indenture substantially in the form of Exhibit A attached hereto
containing the certifications by the Commission required by this Indenture with respect to a
requested transfer of funds from a Fund or Account.
“Government” means the United States of America and its departments and
agencies.
“Hedging Obligations” means, collectively, the payment of (a) all scheduled
amounts payable to the Swap Parties by the Commission under the Swaps or Qualified Swap
Agreements, as applicable (including interest accruing after the date of any filing by the
Commission of any bankruptcy, insolvency or similar proceeding with respect to the
Commission), net of all scheduled amounts payable to the Commission by such Swap Parties,
and (b) all other indebtedness, fees, indemnities and other amounts payable by the Commission
to the Swap Parties under such Swaps or Qualified Swap Agreements, net of all other
indebtedness, fees, indemnities and other amounts payable by the Swap Parties to the
Commission under such Swaps or Qualified Swap Agreements; provided, that Hedging
Obligations shall not include Hedging Termination Obligations. For the avoidance of doubt, all
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calculations of such amounts payable under the Swaps or Qualified Swap Agreements shall be
made in accordance with the terms of the applicable Swaps or Qualified Swap Agreements.
“Hedging Termination Obligations” means the aggregate amount payable to the
Swap Parties by the Commission upon the early termination of all or a portion of the Swaps or
Qualified Swap Agreements, as applicable, net of all amounts payable to the Commission by
such Swap Parties upon the early termination of all or a portion of such Swaps or Qualified Swap
Agreements. For the avoidance of doubt, all calculations of such amounts payable under the
Swaps or Qualified Swap Agreements shall be made in accordance with the terms of the
applicable Swaps or Qualified Swap Agreements.
“Holding Fund” means the account by the name created pursuant to Section
5.02.
“Highest Priority Obligations” means, as of any date, Senior Lien Obligations,
unless and until there are no Senior Lien Obligations Outstanding hereunder, in which case it
means Second Lien Obligations, unless and until there are also no Second Lien Obligations
Outstanding hereunder, in which case it means Subordinate Obligations.
“I-15” means Interstate 15 (referenced in the Toll Act as State Highway Route
15).
“I-15 Express Lanes Project” means the planning, design, development,
financing, construction, reconstruction, rehabilitation, improvement, acquisition, lease,
operation, or maintenance, or any combination of these, with respect to tolled and non-tolled
facilities, structures, auxiliary lanes, on-ramps, turnarounds, connector roads, bridges, and
roadways that are on, necessary for, or related to the construction or operation of the I-15
Express Lanes in northern Riverside County, including the construction of one to two tolled
express lanes extending approximately 15 miles in each direction between the I-15/Cajalco Road
interchange in Corona and I-15/SR-60 interchange just south of the Riverside/San Bernardino
County line and the installation of an electronic toll enforcement and collection system.
“I-15 Trust Fund” means the fund by that name established and held by the Sales
Tax Trustee under the Sales Tax Revenue Bond Indenture.
“Indenture” means this Master Indenture as the same may be amended or
supplemented from time to time as permitted hereby.
“Independent Certified Public Accountant” means any certified public
accountant or firm of such accountants appointed by the Commission, and who, or each of
whom, is independent with respect to the Commission, pursuant to the Statement on Auditing
Standards No. 1 of the American Institute of Certified Public Accountants.
“Insolvency Law” means the United States Bankruptcy Code, including
11 U.S.C. §101 et seq., as from time-to-time amended and in effect, and any state bankruptcy,
insolvency, receivership or similar law now or hereafter in effect.
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“Insurance and Condemnation Proceeds Account” means the Account by that
name created within the Project Fund pursuant to Section 5.02.
“Interest Payment Date” means, with respect to a Series of Obligations, the date
or dates for the payment of interest on such Obligations set forth in a Supplemental Indenture
providing for the issuance of such Obligations.
“Kroll” means Kroll Bond Rating Agency, Inc., and its successors and assigns,
except that if such corporation shall be dissolved or liquidated or shall no longer perform the
functions of a securities rating agency, the term “Kroll” shall be deemed to refer to any other
nationally recognized statistical rating organization selected by the Commission.
“Long Stop Date” means, with respect to the I-15 Express Lanes Project, the
earlier of (i) the date that is one year after the date scheduled for Substantial Completion as
provided in the Design-Build Contract, as such date scheduled for Substantial Completion may
be extended as permitted or required under the Design-Build Contract and (ii) [________, 20__]
(as that date may be extended pursuant to the TIFIA Loan Agreement), and, with respect to any
other Project, the Long Stop Date for such Project, if any, set forth in a Supplemental Indenture
providing for the issuance of Obligations to finance such Project.
“Master Indenture” has the meaning assigned in the first paragraph hereof.
“Maturity Value,” with respect to any Capital Appreciation Obligation, shall
mean the Accreted Value of such Obligation at the maturity thereof and, with respect to a
Convertible Capital Appreciation Obligation, shall mean the Accreted Value of such Obligation
on the conversion date.
“Maximum Annual Debt Service” means the highest amount of Annual Debt
Service due on the applicable Obligations of the Commission for any Calculation Period during
the period from the date of such determination through the final maturity date of the applicable
Obligations then Outstanding and proposed to be issued.
“Monthly Funding Date” means the last day of each calendar month or, if such
day is not a Business Day, the next preceding Business Day.
“Moody’s” means Moody’s Investors Service, and its successors and assigns,
except that if such corporation shall be dissolved or liquidated or shall no longer perform the
functions of a securities rating agency, the term “Moody’s” shall be deemed to refer to any other
nationally recognized statistical rating organization selected by the Commission.
“MSRB” means the Municipal Securities Rulemaking Board, and its successors
and assigns. Until otherwise designated by the MSRB, filings with the MSRB are to be made
through EMMA.
“Net Revenue” means, for any Fiscal Year, Revenue less Operation and
Maintenance Expenses for that Fiscal Year (excluding, in such calculations, (i) any extraordinary
or one-time revenues from Revenue for such Fiscal Year, and (ii) any extraordinary or one-time
expenses from Operation and Maintenance Expenses for such Fiscal Year, but only if and to the
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extent such extraordinary or one-time expenses are paid or payable from extraordinary or one-
time revenues being excluded from Revenue for such Fiscal Year), as set forth in (a) the audited
financial statement of the Commission for Fiscal Years for which audited financial statements
are available, (b) to the extent that audited financial statements are not available, the unaudited
financial statements of the Commission for Fiscal Years for which unaudited financial statements
are available or (c) to the extent that neither audited financial statements nor unaudited financial
statements are available, projections of the Commission (which projections shall be as set forth
in the most recent Financial Plan while Obligations in the form of or securing payment of a
TIFIA Loan are Outstanding). Net Revenue shall not include any amount on deposit in the
Senior Lien Obligations Reserve Fund, the Second Lien Obligations Reserve Fund or the
Subordinate Obligations Reserve Fund. Additionally, when calculating Net Revenue for
purposes of Sections 3.01(b) and (c), Sections 3.03 (b) and (c) and Section 6.03, Net Revenue
shall only include the amounts received under clauses (b), (c) and (d) of the definition of Toll
Revenues to the extent that any such amounts are applied to, or reserved for, the payment of
principal of or interest on Obligations.
“Nominee” means the nominee of the Securities Depository for the Book-Entry
Obligations, in whose name such Book-Entry Obligations are to be registered. The initial
Nominee shall be Cede & Co., the partnership nominee of DTC.
“Obligations” means all indebtedness of the Commission payable from Revenue
incurred or assumed by the Commission for borrowed money (including indebtedness arising
under Credit Support Instruments) and all other financing obligations of the Commission relating
to the Toll Road that, in accordance with generally accepted accounting principles, are included
as a liability on a balance sheet for the Toll Road books and records, including any bonds, notes,
certificates or other obligations, as the case may be, authenticated and delivered under and
pursuant to the Indenture as Senior Lien Obligations, Second Lien Obligations or Subordinate
Obligations. For the purpose of determining the “Obligations” payable from Revenue,
Obligations that are no longer Outstanding shall be excluded. The Commission Loan will not
constitute an Obligation hereunder for purposes of the covenants in Article VI.
“One Month USD LIBOR Rate” means the British Banker’s Association
average of interbank offered rates in the London market for dollar deposits for a one-month
period.
“Operating Agreement” means the I-15 Express Lanes Toll Services
Contract No. 16-31-043-00, dated as of January 26, 2017, by and between the Commission and
the Toll Services Provider to design, implement and operate a toll collection system through a
toll services contract for the I-15 Express Lanes Project, as amended, modified, supplemented in
accordance with the terms of the TIFIA Loan Agreement and the Operating Agreement, and all
related or ancillary agreements, or any other operating agreement entered into by the
Commission and one or more entities in accordance with the terms hereof.
“Operation and Maintenance Expenses” means all reasonable current expenses
incurred and paid or payable by the Commission for the operation and maintenance of the Toll
Road payable from Revenue, determined in accordance with generally accepted accounting
principles, including, without limitation, payments with respect to financing leases and
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installment purchase agreements, all amounts paid or payable under the Operating Agreement,
the Police Services Agreement and similar agreements, costs for operation, maintenance and
repair, consumables, payments under any lease or rental payments properly considered to be
operating expenses, payments pursuant to agreements for the management of the Toll Road,
taxes, premiums paid or payable on any insurance, payments for oversight services, all
administrative, engineering and policing costs, costs for any security, toll collection and
enforcement expenses, fees and expenses of the Traffic Consultant, the Trustee, each trustee for
or holder of Second Lien Obligations or Subordinate Obligations, any rating agency, credit,
liquidity or remarketing fees relating to Obligations, and any other Secured Creditor (for the
avoidance of doubt, such fees, administrative costs and expenses do not include any commitment
fees, termination fees, fines or other penalties or any payments to be made to Swap Parties
including Hedging Obligations and Hedging Termination Obligations), any insurance consultant,
legal and accounting expenses, and any other reasonable and necessary expense paid or payable
for the operation and maintenance of the Toll Road, but excluding expenses paid or scheduled to
be paid from proceeds of Obligations, capital expenditures, expenditures for rehabilitation and
operational improvement projects on the Toll Road, depreciation or obsolescence charges or
reserves therefore, debt service for Obligations, and any non-cash charges, such as depreciation,
amortization of intangibles and other bookkeeping entries of a similar nature.
“Operation and Maintenance Fund” means the Fund by that name created
pursuant to Section 5.06.
“Opinion of Bond Counsel” means a written opinion of Bond Counsel.
“Ordinance” means Ordinance No. 02-001, named the “Transportation
Expenditure Plan and Retail Transaction and Use Tax Ordinance,” adopted by the Commission
on May 8, 2002, pursuant to the provisions of the Sales Tax Act as amended from time to time
including as amended by Ordinance No. 10-002 adopted by the Commission on July 14, 2010.
“Outstanding,” when used with reference to Obligations hereunder means all
Obligations that have been issued by the Commission hereunder or pursuant hereto, except such
Obligations: (i) canceled or delivered for cancellation; (ii) deemed to be paid in accordance with
Section 10.02 or any similar provisions in the constituent instruments defining the rights of the
holders of such Obligations; (iii) in lieu of which other Obligations have been authenticated
under Sections 2.07 or 2.08 or any similar provisions in the constituent instruments defining the
rights of the holders of such Obligations; and (iv) to the extent described in Section 9.05,
Obligations held by or for the account of the Commission.
“Parity Obligations” means obligations of the Commission that are secured by
the Trust Estate on a parity with the Senior Lien Bonds, including payments to the holders of
obligations of the Commission entered into pursuant to California Government Code section
5922 (or any similar statute), in each case to the extent the Commission has contracted to make
those payments as Parity Obligations.
“Participating Underwriter” means any of the original underwriters of any
Series of Obligations required to comply with Rule 15c2-12.
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“Permitted Investments” means the following:
(i) any bonds or other obligations which as to principal and interest constitute
direct obligations of, or are fully and unconditionally guaranteed as to the payment of principal
and interest by, the United States of America, including obligations of any federal agency or
federal government-sponsored enterprise;
(ii) any certificates, receipts, securities or other obligations evidencing
ownership of, or the right to receive, a specified portion of one or more interest payments or
principal payments, or any combination thereof, to be made on any bond, note, or other
obligation described above in clause (i);
(iii) obligations of the Federal National Mortgage Association, the
Government National Mortgage Association, Federal Home Loan Banks, Farmers Home
Administration and Federal Home Loan Mortgage Corporation, including mortgage pass-through
securities, collateralized mortgage obligations, mortgage-backed or other pay-through bonds
guaranteed by such agencies;
(iv) housing authority bonds issued by public agencies or municipalities and
fully secured as to the payment of both principal and interest by a pledge of annual contributions
under an annual contributions contract or contracts with the United States of America; or project
notes issued by public agencies or municipalities and fully secured as to the payment of both
principal and interest by a requisition or payment agreement with the United States of America;
(v) obligations of any state, territory or commonwealth of the United States of
America or any political subdivision thereof or any agency or department of the foregoing;
provided that at the time of their purchase such obligations have a Threshold Rating;
(vi) any bonds or other obligations of any state of the United States of America
or any political subdivision thereof (a) (1) which are not callable prior to maturity or (2) which
are pre-refunded prior to maturity and as to which irrevocable instructions have been given to the
trustee of such bonds or other obligations by the obligor to give due notice of redemption and to
call such bonds for redemption on the date or dates specified in such instructions, (b) which are
secured as to principal and interest and redemption premium, if any, by a fund consisting only of
cash or bonds or other obligations of the character described above in clause (i) or (ii) which
fund may be applied only to the payment of such principal of and interest and redemption
premium, if any, on such bonds or other obligations on the interest payment dates and the
maturity date or dates thereof or the specified redemption date or dates pursuant to such
irrevocable instructions, as appropriate, (c) as to which the principal of and interest on the bonds
and obligations of the character described above in clause (i) or (ii) which have been deposited in
such fund along with any cash on deposit in such fund are sufficient to pay the principal of and
interest and redemption premium, if any, on the bonds or other obligations described in this
clause (vi) on the interest payment dates and the maturity date or dates thereof or on the
redemption date or dates specified in the irrevocable instructions referred to in subclause (a) of
this clause (vi), as appropriate, and (d) which have a long-term Threshold Rating at the time of
their purchase;
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(vii) bonds, notes, debentures or other evidences of indebtedness issued or
guaranteed by any corporation provided that at the time of their purchase such obligations have a
Threshold Rating;
(viii) demand or time deposits, including trust accounts, trust funds, interest-
bearing deposits, overnight banking deposits, interest bearing money market accounts or
certificates of deposit (including those placed by a third party pursuant to an agreement between
the Commission and the Trustee), whether negotiable or nonnegotiable, issued by any bank or
trust company organized under the laws of any state of the United States of America or any
national banking association (including the Trustee or any of its affiliates), provided that such
certificates of deposit shall be issued by an institution, the senior debt obligations of which have
a Threshold Rating;
(ix) taxable commercial paper, other than that issued by bank holding
companies, or tax-exempt commercial paper assigned a short-term Threshold Rating at the time
of purchase;
(x) variable rate obligations required to be redeemed or purchased by the
obligor or its agent or designee upon demand of the holder thereof secured as to such redemption
or purchase requirement by a liquidity credit agreement with a corporation and as to the payment
of interest and principal either upon maturity or redemption (other than upon demand by the
holder thereof) thereof by an unconditional credit facility of a corporation or enhanced by a
liquidity agreement whereby a corporation agrees to provide market liquidity by committing to
purchase the obligation upon demand by the holder thereof, provided that the variable rate
obligations themselves have a short-term Threshold Rating, if any, and a long-term Threshold
Rating, if any, and that the corporations providing the liquidity agreement and credit facility
have, at the date of acquisition of the variable rate obligation by the Trustee, an outstanding issue
of unsecured, uninsured and unguaranteed debt obligations assigned a Threshold Rating;
(xi) any repurchase or reverse repurchase agreement with any bank or trust
company organized under the laws of any state of the United States or any national banking
association (including the Trustee or any of its affiliates) having a minimum permanent capital of
one hundred million dollars ($100,000,000) or government bond dealer reporting to, trading
with, and recognized as a primary dealer by the Federal Reserve Bank of New York, which
agreement is secured by any one or more of the securities and obligations described in clauses
(i), (ii), (iii) or (iv) above, which shall have a market value (exclusive of accrued interest and
valued at least monthly) at least equal to 102% of the principal amount of such investment and
shall be lodged with the Trustee or other fiduciary, as custodian for the Trustee, by the bank,
trust company, national banking association or bond dealer executing such repurchase
agreement, and the entity executing each such repurchase agreement required to be so secured
shall furnish the Trustee with an undertaking satisfactory to it that the aggregate market value of
all such obligations securing each such repurchase agreement (as valued at least monthly) will be
an amount equal to 102% of the principal amount of each such repurchase agreement and the
Trustee shall be entitled to rely on each such undertaking;
(xii) any cash sweep or similar account arrangement of or available to the
Trustee, the investments of which are limited to investments described in clauses (i), (ii), (iii),
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(iv), (v) and (xi) of this definition of Permitted Investments and any money market fund, the
entire investments of which are limited to investments described in clauses (i), (ii), (iii), (iv), (v)
and (xi) of this definition of Permitted Investments; provided that as used in this clause (xii) and
clause (xiii) investments will be deemed to satisfy the requirements of clause (xi) if they meet the
requirements set forth in clause (xi) ending with the words “clauses (i), (ii), (iii) or (iv) above”
and without regard to the remainder of such clause (xi);
(xiii) any investment agreement with a financial institution or insurance
company or whose obligations are guaranteed by a financial institution or insurance company
which: (a) has at the date of execution thereof an outstanding issue of unsecured, uninsured and
unguaranteed debt obligations or a claims paying ability assigned a Threshold Rating; or (b) is
fully secured by obligations described in items (i), (ii), (iii) or (iv) of the definition of Permitted
Investments which are (A) valued not less frequently than monthly and have a fair market value,
exclusive of accrued interest, at all times at least equal to the principal amount of the investment,
(B) held by the Trustee or other custodian acceptable to the Trustee, (C) subject to a perfected
first lien in the Trustee, and (D) free and clear from all third party liens;
(xiv) shares of beneficial interest in diversified management companies
investing exclusively in securities and obligations described in clauses (i) through (xiii) of this
definition of Permitted Investments and which companies have been assigned a long-term
Threshold Rating or have an investment advisor registered with the Securities and Exchange
Commission with not less than five (5) years’ experience investing in such securities and
obligations and with assets under management in excess of $500,000,000;
(xv) shares in a common law trust established pursuant to Title 1, Division 7,
Chapter 5 of the Government Code of the State which invests exclusively in investments
permitted by Section 53635 of Title 5, Division 2, Chapter 4 of the Government Code of the
State, as it may be amended;
(xvi) bankers’ acceptances issued by domestic or foreign banks (including the
Trustee or any of its affiliates), which are eligible for purchase by the Federal Reserve System,
the short-term paper of which has a short-term Threshold Rating, which purchases may not
exceed two hundred seventy (270) days maturity;
(xvii) the pooled investment fund of the County of Riverside, California, which
is administered in accordance with the investment policy of said County as established by the
Treasurer/Tax Collector thereof, as permitted by Section 53601 of the Government Code of the
State, copies of which policy are available upon written request to said Treasurer/Tax Collector;
(xviii) the Local Agency Investment Fund or similar pooled fund operated by or
on behalf of the State of California and which is authorized to accept investments of moneys held
in any of the Funds or Accounts established pursuant to this Indenture;
(xix) obligations of the Resolution Trust Corporation and interest obligations of
the Resolution Funding Corporation;
(xx) financial futures or financial option contracts with an entity the debt
securities of which are assigned a Threshold Rating;
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(xxi) any bond, notes debentures, or other evidences of indebtedness backed by
either business or consumer receivables rated either Aa3 or AA- or higher and issued by an
issuer which has a Threshold Rating;
(xxii) investment in money market mutual funds having a rating in the highest
investment category granted thereby from S&P or Moody’s, including, without limitation any
mutual fund for which the Trustee or an affiliate of the Trustee serves as investment manager,
administrator, shareholder servicing agent, and/or custodian or subcustodian, notwithstanding
that (i) the Trustee or an affiliate of the Trustee receives fees from funds for services rendered,
(ii) the Trustee collects fees for services rendered pursuant to this Indenture, which fees are
separate from the fees received from such funds, and (iii) services performed for such funds and
pursuant to this Indenture may at times duplicate those provided to such funds by the Trustee or
an affiliate of the Trustee;
(xxiii) any investments authorized pursuant to California Government Code
Section 53601 provided that at the time of their purchase such obligations have a Threshold
Rating; and
(xxiv) any other forms of investments, including repurchase agreements,
approved by the Board and consented to by each Credit Provider then providing a Credit Support
Instrument, subject to the terms of Section 11.03(b) hereof, for a Series of Highest Priority
Obligations.
“Person” means any natural person, firm, partnership, association, corporation, or
public body.
“Police Services Agreement” means the Police Services Agreement to be entered
into by and between the State of California, acting by and through the California Highway
Patrol, and the Commission, as amended, modified and supplemented in accordance with its
terms.
“Principal Office” means, with respect to the Trustee, the corporate trust office
of the Trustee at St. Paul, Minnesota, Attention: Global Corporate Trust Services, and solely for
purposes of the presentation of Obligations for transfer, exchange or payment, such other or
additional offices as may be designated by the Trustee from time to time.
“Project” means the I-15 Express Lanes Project and additional capital projects
extending, improving or otherwise related to the Toll Road that the Commission determines to
finance hereunder.
“Project Costs” means all or any part of the following with respect to the Project:
(a) the cost of study, design, acquisition, construction, expansion,
enlargement, extension, reconstruction, restoration, repair and rehabilitation of the Project or
portion thereof (including, but not limited to, indemnity and surety bonds, permits, taxes,
licenses, insurance premiums, or other municipal or governmental charges lawfully levied or
assessed during construction);
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(b) the cost of acquisition of all real or personal property, rights, rights-of-
way, franchises, easements and interests acquired or used for the Project or portion thereof,
(c) the cost of site preparation, including demolishing or removing any
structures on land so acquired and the cost of acquiring any land to which the structures may be
removed;
(d) any cost of borings and other preliminary investigations necessary or
incident to determining the feasibility or practicability of constructing the Project or portion
thereof and any cost necessary or desirable to satisfy conditions associated with the issuance of
any permit for the construction thereof (including the costs of environmental related mitigation
required in connection therewith);
(e) the cost of all machinery and equipment, vehicles, materials and rolling
stock;
(f) Costs of Issuance;
(g) interest on Obligations or Sales Tax Bonds issued for the Project for the
period prior to and during acquisition or completion of construction (or such longer period as
may be allowed by applicable law), as determined by the Commission;
(h) the cost of architectural, engineering, environmental feasibility, traffic and
revenue, economic and demographic, appraisal, financial, and legal services;
(i) cost of planning, investigations, studies, evaluations, plans, specifications,
estimates, and administrative and other expenses that are necessary or incidental to the
determination of the feasibility of constructing the Project or portion thereof or incidental to the
obtaining of construction contracts or to the construction (including construction administration
and inspection), acquisition or financing thereof and that constitute capital costs;
(j) Operation and Maintenance Expenses occurring during and for a period of
up to one year after acquisition or completion of construction, as determined by the Commission,
provided that, if applicable, the Trustee has received an Opinion of Bond Counsel (which
opinion may address either specific Operation and Maintenance Expenses or categories of
Operation and Maintenance Expenses) to the effect that the treatment of such Operation and
Maintenance Expenses as a Project Cost will not adversely affect the exclusion of interest on any
Outstanding Obligations intended to be tax-exempt from gross income for federal income tax
purposes;
(k) the repayment or reimbursement of any Obligation, loan or advance for
any of the foregoing; and
(l) such other costs and expenses as are permitted by the Act or other
applicable law at the time such Obligations are issued.
“Project Fund” means the Fund by that name established pursuant to
Section 5.02.
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“Purchase Price” means, with respect to Obligations, the amount set forth in this
Indenture as the amount to be paid when such Obligations are tendered for purchase or deemed
tendered for purchase in accordance with the provisions of this Indenture.
“Qualified Swap Agreement” means a contract or agreement, intended to place
Senior Lien Bonds or such investments as the Commission shall specify on the interest rate,
currency, cash flow or other basis desired by the Commission, payments (other than payments of
fees and expenses and termination payments) with respect to which the Commission has
specified shall be payable from Revenue on a parity with the payment of Senior Lien Bonds,
including, without limitation, any interest rate swap agreement, currency swap agreement,
forward payment conversion agreement or futures contract, any contract providing for payments
based on levels of, or changes in, interest rates, currency exchange rates, stock or other indices,
any contract to exchange cash flows or a series of payments, or any contract, including, without
limitation, an interest rate floor or cap, or an option, put or call, to hedge payment, currency, rate,
spread or similar exposure, between the Commission and a Swap Party.
“R & R Sweep Reserve Amount” means the amount of $________________.
“Ramp Up Account” means the Account by that name created pursuant to
Section 5.02
“Rating Agency” means, as and to the extent applicable to a Series of
Obligations, each of Fitch, Moody’s, S&P or Kroll then maintaining a rating on such Series of
Obligations at the request of the Commission.
“Rating Category” means: (i) with respect to any long-term rating category, all
ratings designated by a particular letter or combination of letters, without regard to any
numerical modifier, plus or minus sign or other modifier; and (ii) with respect to any short-term
or commercial paper rating category, all ratings designated by a particular letter or combination
of letters and taking into account any numerical modifier, but not any plus or minus sign or other
modifier.
“Rating Confirmation” means written evidence from each Rating Agency then
rating any Series of Obligations at the request of the Commission to the effect that, following the
event that requires the Rating Confirmation, the then current rating for such Series of Obligations
will not be lowered to a lower Rating Category or suspended or withdrawn solely as a result of
the occurrence of such event.
“RCTC 91 Express Lanes” means toll lanes and facilities on the portion of State
Route 91 between the Orange County/Riverside County line and I-15 that constitute part of the
Riverside SR-91 Corridor Improvement Project (as more fully defined in the 2013 Indenture).
“Rebate Fund” means the Fund by that name created pursuant to Section 5.02.
“Redemption Fund” means the Fund by that name created pursuant to
Section 5.18.
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“Repair and Rehabilitation Fund” means the Fund by that name created
pursuant to Section 5.02.
“Repair and Rehabilitation Fund Permitted Expenditures” means capital
expenditures reasonably necessary to repair or rehabilitate the Toll Road so that it remains in a
condition that meets the performance and maintenance standards established by Caltrans for
existing State-operated transportation facilities of substantially equivalent size, location and
character.
“Repair and Rehabilitation Sweep Reserve Account” means the Account by
that name created pursuant to Section 5.02.
“Representation Letter” means the letter or letters of representation from the
Commission to, or other instrument or agreement with, a Securities Depository for Book-Entry
Obligations, in which the Commission, among other things, makes certain representations to the
Securities Depository with respect to the Book-Entry Obligations, the payment thereof and
delivery of notices with respect thereto.
“Reserve Facility” means a letter of credit, surety bond or insurance policy
issued to the Trustee by a bank or company licensed to issue a surety bond or insurance policy
guaranteeing the timely payment of the principal of and interest on the Obligations supported by
the Reserve Facility.
“Reserve Facility Costs” means amounts owed with respect to repayment of
draws on a Reserve Facility, including interest thereon at the rate specified in the agreement
pertaining to such Reserve Facility and expenses owed to the Reserve Facility Provider in
connection with such Reserve Facility.
“Reserve Facility Provider” means any provider of a Reserve Facility, any
successor thereto or any replacement therefor.
“Residual Fund” means the Fund by that name created pursuant to Section 5.02.
“Residual Fund Scheduled Retained Balance” means, as of each June 1 and
December 1 of the years specified in Schedule III hereto, the balance set forth in Schedule III
hereto, such amounts being determined in accordance with the Base Case Financial Model (as
that term is defined in the TIFIA Loan Agreement).
“Revenue” means: (i) Toll Revenues; (ii) all interest or other income from
investment of money in the Funds and Accounts established hereunder (excluding the Rebate
Fund, the Surplus Fund, the Operation and Maintenance Fund, the Sales Tax Revenue Bonds
Account within the Project Fund, and any Fund or Account established to hold the proceeds of a
drawing on any Credit Support Instrument); (iii) proceeds of the Commission Loan, and (iv) all
Swap Revenues; provided that for any calculations required by Article III hereof, “Revenue”
shall not include Subsidy Payments.
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“Rule 15c2-12” means Securities and Exchange Commission Rule 15c2-12,
adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934,
as the same may be amended from time to time.
“S&P” means Standard & Poor’s Ratings Services, a division of Standard &
Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill Companies, and its successors
and assigns, except that if such corporation shall be dissolved or liquidated or shall no longer
perform the functions of a securities rating agency, the term “S&P” shall be deemed to refer to
any other nationally recognized statistical rating organization selected by the Commission.
“Sales Tax Act” means the Riverside County Transportation Sales Tax Act, being
Division 25 of the Public Utilities Code of the State of California (Section 240000 et seq.), as
amended from time to time.
“Sales Tax Eligible Project Costs” means Project Costs that are permitted to be
paid from Sales Tax Revenues or the proceeds of Sales Tax Revenue Bonds in accordance with
the provisions of the Sales Tax Act, the Ordinance, and the Sales Tax Revenue Bond Indenture,
if applicable.
“Sales Tax Revenue Bond Indenture” means that certain Indenture, dated as of
June 1, 2008, as amended and supplemented, by and between the Commission and U.S. Bank
National Association, as trustee.
“Sales Tax Revenue Bonds” means Riverside County Transportation
Commission Sales Tax Revenue Bonds (Limited Tax Bonds) issued pursuant to the Sales Tax
Revenue Bond Indenture.
“Sales Tax Revenue Bonds Account” means the Account by that name created
within the Project Fund pursuant to Section 5.02.
“Sales Tax Revenues” means the amounts distributed to the Commission,
pursuant to Section 5.02(B) of the Sales Tax Revenue Bond Indenture, on account of the retail
transactions and use tax imposed in the County of Riverside pursuant to the Sales Tax Act and
the Ordinance.
“Sales Tax Trustee” means the Trustee under the Sales Tax Revenue Bond
Indenture.
“Scheduled Repair and Rehabilitation Fund Required Deposit” means for
each Monthly Funding Date, one-twelfth (1/12) of the amount set forth for such Fiscal Year in
Schedule II hereto, as such Schedule may be amended from time to time.
“Second Lien Obligations” means (i) any Obligations issued or incurred
hereunder that are subordinated in right of payment and lien priority to the Senior Lien
Obligations and senior in right of payment and lien priority to the Subordinate Obligations,
provided, however, that upon the occurrence of a Bankruptcy Related Event, Subordinate
Obligations in the form of or securing payment of a TIFIA Loan shall be Senior Obligations, and
(ii) any related Hedging Obligations.
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“Second Lien Obligations Account” means the Account by that name created
within the Project Fund pursuant to Section 5.02.
“Second Lien Obligations Fund” means the Fund by that name created pursuant
to Section 5.02.
“Second Lien Obligations Interest Account” means the Account by that name
created within the Second Lien Obligations Fund pursuant to Section 5.02.
“Second Lien Obligations Principal Account” means the Account by that name
created within the Second Lien Obligations Fund pursuant to Section 5.02.
“Second Lien Obligations Reserve Fund” means the Fund by that name created
pursuant to Section 5.02.
“Second Lien Obligations Reserve Requirement” for any Second Lien
Obligations means the amount, if any, specified by a Supplemental Indenture as the amount
required to be held in the Second Lien Obligations Reserve Fund, or an Account thereof, for the
payment of principal of and interest on the Outstanding Second Lien Obligations secured by such
Fund or Account.
“Secured Creditors” means, collectively, (i) the Trustee on behalf of the
Bondholders, (ii) any Swap Party, and (iii) any other trustee, holder or creditor of any
Obligations.
“Securities Depository” means DTC or any other trust company or other entity
that provides a book-entry system for the registration of ownership interests in securities and
which is acting as security depository for Book-Entry Obligations.
“Senior Lien Bonds” means the bonds or commercial paper identified as the
Riverside County Transportation Commission Toll Revenue Senior Lien Bonds authorized by,
issued in accordance with, and at any time Outstanding pursuant to, this Indenture.
“Senior Lien Obligations” means collectively, Senior Lien Bonds and Parity
Obligations issued or incurred hereunder and, upon the occurrence of a Bankruptcy Related
Event, Subordinate Obligations in the form of or securing payment of a TIFIA Loan.
“Senior Lien Obligations Account” means the Account by that name created
within the Project Fund pursuant to Section 5.02.
“Senior Lien Obligations Fund” means the Fund by that name created pursuant
to Section 5.02.
“Senior Lien Obligations Interest Account” means the Account by that name
created within the Senior Lien Obligations Fund pursuant to Section 5.02.
“Senior Lien Obligations Principal Account” means the Account by that name
created within the Senior Lien Obligations Fund pursuant to Section 5.02.
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“Senior Lien Obligations Reserve Fund” means the Fund by that name created
pursuant to Section 5.02.
“Senior Lien Obligations Reserve Requirement” for any Senior Lien
Obligations means the amount, if any, specified by a Supplemental Indenture as the amount
required to be held in the Senior Lien Obligations Reserve Fund, or an Account thereof, for the
payment of principal of and interest on the Outstanding Senior Lien Obligations secured by such
Fund or Account.
“Series” means all Obligations identified in this Indenture or any Supplemental
Indenture as a separate Series.
“Short-Term Put Obligation” means an Obligation with a stated maturity of ten
years or less, the principal of which the Commission determines on or before the date of issuance
that it intends to pay from remarketing proceeds or proceeds of refunding obligations.
“SIFMA Index” means Securities Industry and Financial Markets Association
Municipal Swap Index as of the most recent date such index was published by the Securities
Industry and Financial Markets Association or any successor thereto, or in the event such index
is no longer published by the Securities Industry and Financial Markets Association or any
successor thereto, such comparable replacement index as shall be published by the Securities
Industry and Financial Markets Association or any successor thereto. In the event that such
comparable replacement index is no longer published by the Securities Industry and Financial
Markets Association or any successor thereto, an alternative index shall be selected by the
Commission.
“Sinking Fund Installment” means, with respect to any Series of Obligations,
each amount so designated for the Term Bonds of such Series in the Supplemental Indenture
providing for the issuance of such Series of Obligations requiring payments by the Commission
to be applied to the retirement of such Series of Obligations on and prior to the stated maturity
date thereof.
“Special Project” shall mean any project which is so designated by the
Commission in a resolution of the Board a copy of which is delivered to the Trustee.
“State” means the State of California.
“Subordinate Obligations” means any Obligations that are subordinated in right
of payment and lien priority to the Senior Lien Obligations and the Second Lien Obligations,
including the Subordinate Obligations in the form of or securing payment of any TIFIA Loans
(that are not issued as Senior Lien Obligations) prior to the occurrence of a Bankruptcy Related
Event.
“Subordinate Obligations Account” means the Account by that name created
within the Project Fund pursuant to Section 5.02.
“Subordinate Obligations Fund” means the Fund by that name created pursuant
to Section 5.02.
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“Subordinate Obligations Interest Account” means the Account by that name
created within the Subordinate Obligations Fund pursuant to Section 5.02.
“TIFIA Loan Prepayment Account” means the Account by that name created
pursuant to Section 5.02.
“Subordinate Obligations Principal Account” means the Account by that name
created within the Subordinate Obligations Fund pursuant to Section 5.02.
“Subordinate Obligations Reserve Fund” means the Fund by that name created
pursuant to Section 5.02.
“Subordinate Obligations Reserve Requirement” for any Subordinate
Obligations means the amount, if any, specified by a Supplemental Indenture as the amount
required to be held in the Subordinate Obligations Reserve Fund, or an Account thereof, for the
payment of principal of and interest on the Outstanding Subordinate Obligations secured by such
Fund or Account.
“Subsidy Payments” means, (a) with respect to a Series of Obligations issued
under Section 54AA of the Code, the amounts relating to such Series of Obligations which are
payable by the Federal government under Section 6431 of the Code, which the Commission has
elected to receive under Section 54AA(g)(1) of the Code, and (b) with respect to a Series of
Obligations issued under any other provision of the Code that creates a substantially similar
direct-pay subsidy program, the amounts relating to such Series of Obligations which are payable
by the Federal government under the applicable provision of the Code which the Commission
has elected to receive under the applicable provisions of the Code.
“Substantial Completion” means the opening of a Project fully to vehicular
traffic.
“Substantial Completion Date” means, with respect to the I-15 Express Lanes
Project, the date on which the Toll Road portion of the I-15 Express Lanes Project opens for
vehicular traffic for tolling, and, with respect to any other Project, the Substantial Completion
Date for such Project, if any, set forth in a Supplemental Indenture providing for the issuance of
Obligations to finance such Project.
“Supplemental Indenture” means any indenture executed and delivered by the
Commission and the Trustee in accordance with this Indenture that is stated to be a supplemental
indenture hereto.
“Surplus Fund” means the Fund by that name created pursuant to Section 5.02.
“Swap” means any interest rate swap agreement, currency swap agreement,
forward payment conversion agreement or futures contract, any contract providing for payments
based on levels of, or changes in, interest rates, currency exchange rates, stock or other indices,
any contract to exchange cash flows or a series of payments, or any contract, including, without
limitation, an interest rate floor or cap, or an option, put or call, to hedge payment, currency, rate,
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spread or similar exposure, between the Commission and a Swap Party, which is not a Qualified
Swap Agreement.
“Swap Party” means each entity that is a party to either a Qualified Swap
Agreement or a Swap entered into with the Commission.
“Swap Revenues” means any amount paid by a Swap Party to the Commission
pursuant to any Qualified Swap Agreement or Swap, after any netting of payments required by
such Qualified Swap Agreement or Swap, as applicable, and any payments paid to the
Commission by a Swap Party as consideration for termination or amendment of a Qualified
Swap Agreement or Swap, as applicable.
“Tax Certificate” means the Tax Certificate delivered by the Commission at the
time of the issuance of a Series of Obligations, as the same may be amended and supplemented
in accordance with its terms.
“Term Bonds” means Obligations of any Series that are payable on or before
their specified maturity dates from Sinking Fund Installments established for that purpose in the
Supplemental Indenture providing for the issuance of such Series of Obligations, which Sinking
Fund Installments are calculated to retire such Obligations on or before their specified maturity
dates.
“Threshold Rating” means a long term rating of either A3 or A- (or their
equivalents) or higher or a short term rating of either P-2 or A-2 (or their equivalents) or higher
from a Rating Agency, as applicable.
“TIFIA Debt Service Payment Commencement Date” means the fifth (5th)
anniversary of the Substantial Completion Date or, if such date does not fall on an Interest
Payment Date, the first Interest Payment Date to occur prior to the fifth (5th) anniversary of the
Substantial Completion Date.
“TIFIA Lender” means the United States Department of Transportation, acting
by and through the Federal Highway Administrator, for the purpose of making one or more
TIFIA Loans to the Commission.
“TIFIA Loan” means each loan made to the Commission by the TIFIA Lender
pursuant to a TIFIA Loan Agreement and secured by Toll Revenues hereunder.
“TIFIA Loan Agreement” means the Loan Agreement, dated as of [______,
20__], by and between the Commission and the TIFIA Lender, and any other loan agreement by
and between the Commission and the TIFIA Lender secured by Toll Revenues hereunder and, in
each case, any amendments or supplements thereto permitted hereby and thereby.
“TIFIA Loan Life Coverage Ratio” has the meaning specified for such term (or
any similar term) in the applicable TIFIA Loan Agreement.
“TIFIA Loan Prepayment Account” means the account of name created
pursuant to Section 5.02.
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“TIFIA Loan Prepayment Commencement Date” means the first Monthly
Funding Date occurring after the TIFIA Debt Service Payment Commencement Date.
“TIFIA Mandatory Debt Service” means the portion of a TIFIA Loan which is
unconditionally required to be paid in accordance with, and pursuant to, the terms of the TIFIA
Loan Agreement relating thereto, as of the date of calculation of TIFIA Mandatory Debt Service
(assuming, for purposes of projected debt service, that the full amount of such TIFIA Loan will
be disbursed).
“TIFIA Obligations” has the meaning specified for the term “Obligations” (or
any similar term) in the applicable TIFIA Loan Agreement.
“TIFIA Payment Date” has the meaning specified for the term “Payment Date”
(or any similar term) in the applicable TIFIA Loan Agreement.
“TIFIA Scheduled Debt Service” means, with respect to any TIFIA Payment
Date occurring on or after the TIFIA Debt Service Payment Commencement Date, the total debt
service to be made on such TIFIA Payment Date with respect to the applicable TIFIA Loan.
“Toll Agreements” means the Operating Agreement, the Design-Build Contract,
the Design-Build Parent Guaranties, the Caltrans DB Cooperative Agreement and the Toll
Facility Agreement, and any amendments or supplements thereto permitted thereby and hereby.
“Toll Facility Agreement” means that certain Toll Facility Agreement, dated as
of September 29, 2016, by and between the Commission and Caltrans relating to the
Commission’s leasehold rights to Caltrans I-15 right-of-way in Riverside County and Caltrans’
role in oversight of the Project, and any amendments or supplements thereto permitted thereby
and hereby.
“Toll Revenue Fund” means the Fund by that name created pursuant to Section
5.02.
“Toll Revenues” means (a) toll revenues, user fees, fines, rents or other similar
charges payable for use of the Toll Road, as well as fines and penalties and interest thereon
collected as a result of a failure to pay any such amounts, (b) proceeds of insurance payable to or
received by the Commission with respect to the Toll Road (whether by way of claims, return of
premiums, ex gratia settlements or otherwise), including proceeds from business interruption
insurance and loss of advance profits insurance, except for proceeds of fire and other casualty
insurance that are deposited to the Insurance and Condemnation Proceeds Account of the Project
Fund and actually applied or reserved for application to the repair, restoration or replacement of
the Toll Road, (c) proceeds of any condemnation awards with respect to the Toll Road, except to
the extent deposited to the Insurance and Condemnation Proceeds Account of the Project Fund
and actually applied or reserved for application to the replacement of the Toll Road,
(d) liquidated damages for delayed completion of a Project payable to the Commission under a
construction contract relating to the Toll Road or a portion thereof, (e) proceeds of credit support
provided by the Toll Operator pursuant to the Operating Agreement, and (f) any other incidental
or related fees or charges; but excluding therefrom cash advances representing deposits against
future toll payments from users or potential users of the Toll Road.
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“Toll Road” means lanes of a street, road or highway upon which the
Commission has all right, power and authority pursuant to law to impose tolls, and upon which
tolls are imposed by the Commission using any of the following tolling strategies: (a) general
purpose or generally-applicable tolls, (b) tolls that may be levied and may vary according to
levels of congestion anticipated or experienced or according to the occupancy of the vehicle,
(c) any combination of (a) and (b), and (d) any other tolling strategy the Commission may
determine appropriate on a facility-by-facility basis; and the related tolling facilities, as such
tolled lanes and related facilities may from time to time be expanded, improved, upgraded,
enlarged, or enhanced, but only to the extent that: (i) the Commission irrevocably designates in
writing that such toll lanes and related facilities, and any expansion, improvement, upgrade,
enlargement or enhancement constitutes a Toll Road generating Toll Revenues hereunder and (ii)
that (x) the additional Operation and Maintenance Expenses associated with any such expansion,
improvement, upgrade, enlargement or enhancement and (y) any additional Obligations issued to
finance the costs of any such expansion, improvement, upgrade, enlargement or enhancement,
shall not result in debt service coverage ratios for the Subordinate Obligations lower than those
stated in the Base Case Model (as defined in the TIFIA Loan Agreement) delivered to the TIFIA
Lender on the Effective Date (as defined in the TIFIA Loan Agreement). “Toll Road” shall not
include any Special Project. “Toll Road” initially means any such tolled lanes and facilities
(including structures, on-ramps, connector roads, bridges, and roadways that are on, necessary
for, or related to the construction or operation of the Toll Road) on the portion of I-15 between
the I-15/Cajalco Road interchange and the I-15/SR-60 interchange that constitute the I-15
Express Lanes Project.
“Toll Services Provider” means Kapsch Traffic Com Transportation NA Inc. or
any successor, as operator of the Toll Road responsible for the collection of tolls and fees and the
establishment and maintenance of customer accounts and records, pursuant to the Operating
Agreement.
“Traffic Consultant” means Stantec Consulting or such other traffic and revenue
consultant or firm of nationally-recognized traffic and revenue consultants experienced in
performing the duties for which a Traffic Consultant is required to be employed pursuant to the
provisions of this Indenture selected by the Commission; provided such selection is not objected
to in written notice to the Trustee and the Commission by the TIFIA Lender within 15 Business
Days as being unacceptable.
“Trust Estate” has the meaning specified in the Granting Clauses herein.
“2017 Sales Tax Revenue Bonds” means the Riverside County Transportation
Commission Sales Tax Revenue Bonds (Limited Tax Bonds), 2017 Series A.
“Written Engineer’s Certificate” means an instrument in writing signed by a
Consulting Engineer stating that an Alternative Repair and Rehabilitation Fund Required Deposit
is necessary to pay for Repair and Rehabilitation Fund Permitted Expenditures for a Fiscal Year
due to at least one of the following: (i) reasonably unforeseen expenditures incurred to the extent
necessary to respond to emergency conditions; or (ii) reasonably unforeseen expenditures to the
extent necessary to be made to maintain the Project in a state of good repair and in a condition
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that meets the performance and maintenance standards established by Caltrans for existing State-
operated transportation facilities of substantially equivalent size, location and character.
“Written Request of the Commission” means an instrument in writing signed by
an Authorized Representative.
ARTICLE II
THE OBLIGATIONS
Section 2.01 Authorization and Purposes. Obligations in the form of Senior
Lien Obligations, Second Lien Obligations or Subordinate Obligations may be issued hereunder,
in book-entry form or otherwise, from time to time as the issuance thereof is approved by the
Commission. The maximum Bond Obligation of Obligations that may be issued hereunder is not
limited; subject, however, to any limitations contained in the Act and to the right of the
Commission, which is hereby reserved, to limit the initial Bond Obligation of Obligations that
may be issued or Outstanding hereunder. The Senior Lien Bonds are designated generally as
“Riverside County Transportation Commission Toll Revenue Senior Lien Bonds,” each Series
thereof to bear such additional designation as may be necessary or appropriate to distinguish
such Series from every other Series of Senior Lien Obligations. The Second Lien Obligations
are designated generally as “Riverside County Transportation Commission Toll Revenue Second
Lien Bonds,” each Series thereof to bear such additional designation as may be necessary or
appropriate to distinguish such Series from every other Series of Second Lien Obligations. The
Subordinate Obligations are designated generally as “Riverside County Transportation
Commission Toll Revenue Subordinate Bonds,” each Series thereof to bear such additional
designation as may be necessary or appropriate to distinguish such Series from every other Series
of Subordinate Obligations. The Obligations may be issued in such Series as from time to time
shall be established and authorized by the Commission, subject to the covenants, provisions and
conditions herein. Each separate Series of Obligations shall be authorized by the Commission in
a Supplemental Indenture. No Obligations may be issued under the provisions of this Indenture
except in accordance with this Article and Article III.
Obligations may be issued for the purpose of financing the I-15 Express Lanes
Project using a design-build procurement process, or for any other purpose authorized by the Act
and this Indenture.
Section 2.02 General Terms of Obligations. Each Obligation shall be secured
hereby and shall bear interest and shall be payable and be additionally secured and have such
other terms as shall be specified in its Supplemental Indenture, or if not specified therein, as
specified by an Authorized Representative pursuant to Section 2.06.
The principal and Purchase Price of, premium, if any, and interest on the
Obligations shall be payable in lawful currency of the United States of America, except as
otherwise specified in a Supplemental Indenture. During any period in which any Obligations
are Book-Entry Obligations, payment of debt service on such Book-Entry Obligations shall be
made to the Securities Depository, or its Nominee, and in accordance with arrangements among
the Commission, the Trustee and the Securities Depository. During any period in which any
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Obligations are not Book-Entry Obligations, unless otherwise specified in a Supplemental
Indenture, the principal and Purchase Price of and premium, if any, on all such Obligations shall
be payable by wire or check at the Principal Office of the Trustee upon the presentation and
surrender of such Obligations as the same become due and payable, and the interest on such
Obligations shall be paid by wire or check drawn upon the Trustee and mailed on the applicable
interest payment date to the persons in whose names the Obligations are registered on the
registration books maintained by the Trustee at the close of business on the record date for such
interest payment.
Section 2.03 Execution. The Obligations shall be executed in the name and on
behalf of the Commission by the facsimile or manual signature of the Chairperson of the Board
or any Vice Chairperson of the Board and shall be countersigned by the facsimile or manual
signature of the Chief Financial Officer of the Commission, and shall have the official seal of the
Commission attached or affixed thereon in manual or facsimile form. Unless otherwise provided
in any Supplemental Indenture, the Obligations shall then be delivered to the Trustee for
authentication by the Trustee. In case any of the officers who shall have signed or attested any
of the Obligations shall cease to be such officer or officers of the Commission before the
Obligations so signed or attested shall have been authenticated or delivered by the Trustee or
issued by the Commission, such Obligations may nevertheless be authenticated, delivered and
issued and, upon such authentication, delivery and issue, shall be as binding upon the
Commission as though those who signed and attested the same had continued to be such officers
of the Commission, and also any Obligation may be signed and attested on behalf of the
Commission by such persons as at the actual date of execution of such Obligation shall be the
proper officers of the Commission although at the nominal date of such Obligation any such
person shall not have been such officer of the Commission.
Section 2.04 Certificate of Authentication. No Obligations shall be secured
hereby or entitled to the benefit hereof or shall be or become valid or obligatory for any purpose
unless there shall be endorsed thereon a certificate of authentication, substantially in the form set
forth in the form of Obligation referred to in Section 2.05 hereof, executed by the Trustee; and
such certificate on any Obligation issued by the Commission shall be conclusive evidence that
such Obligation has been duly authenticated and delivered hereunder.
Section 2.05 Forms of Obligations. The Obligations, the Trustee’s certificate
of authentication and the form of assignment shall be in substantially the forms specified in a
Supplemental Indenture or if not specified therein, as specified by an Authorized Representative
pursuant to Section 2.06, and may have such letters, numbers or other marks of identification
(including, but not limited to, the Series designation provided for in Section 2.01) and such
legends and endorsements placed thereon as may be required to comply with any applicable laws
or rules or regulations, or as may, consistent herewith, be determined by an Authorized
Representative. The Obligations shall be in either typewritten or printed form, as an Authorized
Representative shall direct, provided that any expenses incurred in connection therewith shall be
paid by the Commission.
Section 2.06 Issuance, Sale and Delivery of Obligations; Application of
Proceeds. The Obligations of each Series shall be delivered by the Trustee in accordance with a
Written Request of the Commission, which may be Electronic, in the manner specified herein.
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Said Written Request of the Commission shall specify the following terms for the Obligations
then being issued to the extent such terms are not set forth in the Supplemental Indenture
creating such Series of Obligations and are applicable to such Obligations: whether such
Obligation is a Senior Lien Bond, Parity Obligation, Second Lien Obligation or Subordinate
Obligation hereunder; Series designation; Authorized Denominations; form of such Obligation;
book-entry provisions, if any; maturity date or dates or maturity determination method, which
may vary for Obligations within such Series; principal amount; issue date; interest rate or interest
rate determination method, which may vary for Obligations within such Series; record date for
interest payments; sinking fund provisions, if any; required reserves, if any; redemption
provisions, if any; tender provisions, if any; additional security, if any; and any other terms and
conditions that are not inconsistent with this Indenture. Upon the delivery of each Series of
Obligations, the proceeds shall immediately be applied and deposited as set forth in the
applicable Supplemental Indenture.
Section 2.07 Mutilated, Lost, Stolen or Destroyed Obligations. If any
Obligation is mutilated, lost, stolen or destroyed, the Commission shall execute and the Trustee
shall authenticate and deliver a new Obligation of the same Series, maturity date, principal
amount and tenor in lieu of and in substitution for the Obligation mutilated, lost, stolen or
destroyed; provided that there shall be first furnished to the Trustee evidence satisfactory to the
Trustee of the ownership of such Obligation and of such loss, theft or destruction (or, in the case
of a mutilated Obligation, such mutilated Obligation shall first be surrendered to the Trustee),
together with indemnity satisfactory to the Trustee and compliance with such other reasonable
regulations as the Commission and Trustee may prescribe. Subject to the proviso set forth in the
preceding sentence, if any such Obligation shall have matured or a redemption date pertaining
thereto shall have passed, instead of issuing a new Obligation, the Commission may pay the
same without surrender thereof. The Commission and the Trustee may charge the Holder of
such Obligation with their reasonable fees and expenses in this connection.
Section 2.08 Exchangeability and Transfer of Obligations; Persons Treated
as Holders. The Commission hereby directs the Trustee, which is hereby constituted and
appointed the bond registrar for the Obligations, to keep books for the registration of the
Obligations and for the registration of transfer of the Obligations as provided herein.
Any registered owner of an Obligation, in person or by its duly authorized
attorney, may transfer title to its Obligation on the books of registration kept by the Trustee,
upon surrender thereof at the Principal Office of the Trustee, together with a written instrument
of transfer (in substantially the form of assignment attached to the Obligation or as provided in
its Supplemental Indenture) executed by the registered owner or its duly authorized attorney, and
upon surrender for registration of transfer of any Obligation, the Commission shall execute, and
the Trustee shall authenticate and deliver in the name of the transferee or transferees, a new
Obligation or Obligations of the same Series, maturity date, Bond Obligation and tenor as the
Obligation surrendered.
Obligations may be exchanged upon surrender thereof at the Principal Office of
the Trustee for Obligations of the same Series, maturity date, Bond Obligation and tenor as the
Obligations being exchanged. The Commission shall execute and the Trustee shall authenticate
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and deliver Obligations that the registered owner making the exchange is entitled to receive,
bearing numbers not contemporaneously then outstanding.
Such registrations of transfers or exchanges of Obligations shall be without
charge to the registered owner of such Obligations, but any taxes or other governmental charges
required to be paid with respect to the same shall be paid by the registered owner of the
Obligation requesting such registration of transfer or exchange as a condition precedent to the
exercise of such privilege. Any service charge made by the Trustee for any such registration,
transfer or exchange shall be paid by the Commission.
The Trustee shall not register any transfer of any Obligation after notice calling
such Obligation (or portion thereof) for redemption or partial redemption or notice of mandatory
tender with respect thereto has been given and prior to such redemption or mandatory tender, as
the case may be, except, in the case of any Obligation to be redeemed in part, the portion thereof
not to be redeemed.
The person in whose name any Obligation shall be registered shall be deemed and
regarded as the absolute owner thereof for all purposes, and payment of or on account of either
principal, premium, if any, or interest shall be made only to or upon the order of the registered
owner thereof or his duly authorized attorney, but such registration may be changed as
hereinabove provided. All such payments shall be valid and effectual to satisfy and discharge
the liability upon such Obligation to the extent of the sum or sums so paid.
All Obligations issued upon any transfer or exchange of Obligations shall be
legal, valid and binding obligations of the Commission, evidencing the same debt, and entitled to
the same security and benefits under this Indenture, as the Obligations surrendered upon such
transfer or exchange.
Section 2.09 Cancellation. All Obligations that have been surrendered to the
Trustee pursuant to Section 2.07 or 2.08 of this Indenture and all Obligations that have been paid
or redeemed, either at or prior to maturity, except as otherwise provided in a Supplemental
Indenture, shall be cancelled and destroyed by the Trustee and a certificate of destruction shall be
delivered to the Commission upon its request.
Section 2.10 Senior Lien Obligations Ratably Secured. All Senior Lien
Obligations issued hereunder that by their terms are stated to be equally and ratably secured by
this Indenture without preference, priority or distinction on account of the Series or the actual
time or times of the authentication, delivery or maturity of such Senior Lien Obligations shall be
so equally and ratably secured so that, subject to any differences specified in this Indenture, all
such Senior Lien Obligations at any time Outstanding hereunder shall have the same right, lien
and preference under and by virtue of this Indenture and shall all be equally and ratably secured
hereby with like effect as if they were of the same Series and they had all been executed,
authenticated and delivered simultaneously on the date hereof, whether the same, or any of them,
shall actually be disposed of at such date, or whether they, or any of them, shall be disposed of at
some future date; provided, however, that the moneys in any Account within the Senior Lien
Obligations Reserve Fund shall only secure the Series of Senior Lien Obligations to which such
Account relates. Upon the occurrence of a Bankruptcy Related Event of which the Trustee shall
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be notified in writing, any Account within the Subordinate Obligations Reserve Fund that
secures payment of the principal and interest on a Subordinate Obligation in the form of or
securing payment of a TIFIA Loan, will become an Account within the Senior Lien Obligations
Reserve Fund, will be funded on a parity with any other Accounts within the Senior Lien
Obligations Reserve Fund and will be available only to pay principal and interest on the Senior
Lien Obligation in the form of or securing payment of such TIFIA Loan. The Senior Lien
Obligation in the form of or securing payment of a TIFIA Loan will not be secured by any other
Account within the Senior Lien Obligations Reserve Fund.
Section 2.11 Second Lien Obligations Ratably Secured. All Second Lien
Obligations issued hereunder that by their terms are stated to be equally and ratably secured by
this Indenture without preference, priority or distinction on account of the Series or the actual
time or times of the authentication, delivery or maturity of such Second Lien Obligations shall be
so equally and ratably secured so that, subject to any differences specified in this Indenture, all
such Second Lien Obligations at any time Outstanding hereunder shall have the same right, lien
and preference under and by virtue of this Indenture and shall all be equally and ratably secured
hereby with like effect as if they were of the same Series and they had all been executed,
authenticated and delivered simultaneously on the date hereof, whether the same, or any of them,
shall actually be disposed of at such date, or whether they, or any of them, shall be disposed of at
some future date; provided, however, that the moneys in any Account within the Second Lien
Obligations Reserve Fund shall only secure the Series of Second Lien Obligations to which such
Account relates.
Section 2.12 Subordinate Obligations Ratably Secured. All Subordinate
Obligations issued hereunder that by their terms are stated to be equally and ratably secured by
this Indenture without preference, priority or distinction on account of the Series or the actual
time or times of the authentication, delivery or maturity of such Subordinate Obligations shall be
so equally and ratably secured so that, subject to any differences specified in this Indenture, all
such Subordinate Obligations at any time Outstanding hereunder shall have the same right, lien
and preference under and by virtue of this Indenture and shall all be equally and ratably secured
hereby with like effect as if they were of the same Series and they had all been executed,
authenticated and delivered simultaneously on the date hereof, whether the same, or any of them,
shall actually be disposed of at such date, or whether they, or any of them, shall be disposed of at
some future date; provided, however, that the moneys in any Account within the Subordinate
Obligations Reserve Fund shall only secure the Series of Subordinate Obligations to which such
Account relates. Upon the occurrence of a Bankruptcy Related Event of which the Trustee shall
be notified in writing, any Account within the Subordinate Obligations Reserve Fund that
secures payment of the principal and interest on a Subordinate Obligation in the form of or
securing payment of a TIFIA Loan, will become an Account within the Senior Lien Obligations
Reserve Fund, will be funded on a parity with any other Accounts within the Senior Lien
Obligations Reserve Fund and will be available only to pay principal and interest on the Parity
Obligation in the form of or securing payment of such TIFIA Loan. The Parity Obligation in the
form of or securing payment of a TIFIA Loan will not be secured by any other Account within
the Senior Lien Obligations Reserve Fund.
Section 2.13 Book-Entry Only System. Unless an Authorized Representative
shall otherwise direct or unless otherwise specified in a Supplemental Indenture, all Obligations
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issued hereunder shall be issued as Book-Entry Obligations in fully registered form. Book-Entry
Obligations shall be registered in the name of the Securities Depository or its Nominee as
directed by such Securities Depository. DTC shall act as the initial Securities Depository and
has designated Cede & Co. as its Nominee. Beneficial Owners of Obligations will not receive
physical delivery of bond certificates except as provided hereinafter. For so long as DTC shall
continue to serve as Securities Depository for the Obligations as provided herein, all transfers of
beneficial ownership interests will be made by book-entry only, and no person purchasing,
selling or otherwise transferring beneficial ownership of Obligations is to receive, hold or deliver
any Obligation certificate.
With respect to Obligations registered in the name of Cede & Co., as Nominee of
DTC, the Commission and the Trustee shall have no responsibility or obligation to any
participant in DTC (each, a “DTC Participant”) or to any person on whose behalf a DTC
Participant holds an interest in the Obligations. Without limiting the immediately preceding
sentence, the Commission and the Trustee shall have no responsibility or obligation with respect
to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to
any ownership interest in the Obligations, (ii) the delivery to any DTC Participant or any other
person, other than a registered owner of the Obligations, as shown on the registration books, of
any notice with respect to the Obligations, including any notice of redemption or mandatory
tender, or (iii) the payment to any DTC Participant or any other person, other than a registered
owner of the Obligations, as shown in the registration books, of any amount with respect to
principal or Purchase Price of, or premium, if any, or interest on, the Obligations.
Replacement Obligations may be issued directly to Beneficial Owners of
Obligations other than DTC, or its Nominee, but only in the event that: (i) DTC determines not
to continue to act as Securities Depository for the Obligations (which determination shall
become effective no less than 90 days after written notice to such effect to the Commission and
the Trustee); or (ii) an Authorized Representative has advised DTC of its determination (which
determination is conclusive as to DTC and Beneficial Owners of the Obligations) that DTC is
incapable of discharging its duties as Securities Depository for the Obligations; or (iii) the
Commission has determined (which determination is conclusive as to DTC and the Beneficial
Owners of the Obligations) that the interests of the Beneficial Owners of the Obligations might
be adversely affected if such book-entry only system of registration and transfer is continued.
Upon occurrence of any of the foregoing events, the Commission shall use its best efforts to
attempt to locate another qualified Securities Depository. If the Commission fails to locate
another qualified Securities Depository to replace DTC, the Commission shall cause to be
authenticated and delivered replacement Obligations, in certificate form, to the Beneficial
Owners of the Obligations. In the event that the Commission makes the determination noted in
(ii) or (iii) above (provided that the Commission undertakes no obligation to make any
investigation to determine the occurrence of any events that would permit the Commission to
make any such determination), and has made provisions to notify the Beneficial Owners of
Obligations of such determination by mailing an appropriate notice to DTC and its Nominee, the
Commission shall cause to be issued replacement Obligations in certificate form to Beneficial
Owners of the Obligations as shown on the records of DTC provided to the Commission.
Whenever, during the term of the Obligations, the Beneficial Ownership thereof is
determined by book-entry at DTC, (i) the requirements in this Indenture of holding, delivering or
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transferring Obligations shall be deemed modified to require the appropriate person or entity to
meet the requirements of DTC as to registering or transferring the book entry to produce the
same effect and (ii) delivery of the Obligations and notices to Bondholders will be in accordance
with arrangements among the Commission, the Trustee and DTC notwithstanding any provision
of this Indenture to the contrary.
The Trustee and the Commission, acting by and through an Authorized
Representative, are authorized to enter into a letter of representations with DTC to implement the
book-entry only system of Obligation registration described above and all payments of principal,
Purchase Price, interest and premium, if any, shall be made in accordance with the letter of
representations with DTC.
If at any time, DTC ceases to hold the Obligations in book-entry form, all
references herein to DTC shall be of no further force or effect.
ARTICLE III
ADDITIONAL OBLIGATIONS
Section 3.01 Restrictions on Issuance of Senior Lien Obligations.
Subsequent to the initial issuance of Obligations pursuant to this Indenture, Senior Lien
Obligations may be issued if the requirements of (a), (b), (c) or (d) below are met.
(a) The Senior Lien Obligations are issued for purposes of refunding
Outstanding Senior Lien Obligations by providing funds for the payment of any or all of the
following:
(1) The Bond Obligation, redemption or purchase price (including
premium, if any) of the Outstanding Senior Lien Obligations to be refunded;
(2) All expenses incident to the calling, retiring or paying of such
Outstanding Senior Lien Obligations, the Costs of Issuance of such refunding Senior Lien
Obligations, and any termination payments or other payments to the holders of
obligations of the Commission entered into pursuant to California Government Code
Section 5922 (or any similar statute) related to such Outstanding Obligations;
(3) Interest on all Outstanding Senior Lien Obligations to be refunded
to the date such Senior Lien Obligations will be called for redemption or paid at maturity;
(4) Interest on the refunding Senior Lien Obligations from the date
thereof to the date of payment or redemption of the Senior Lien Obligations or to be
refunded;
(5) Amounts necessary to fund a Senior Lien Obligations Reserve
Fund; and
the Commission delivers a Certificate of the Commission to the effect that the Commission
projects that (i) the Average Annual Debt Service on all Outstanding Obligations after the
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issuance of the proposed additional Senior Lien Obligations will be less than the Average Annual
Debt Service on all Outstanding Obligations prior to the issuance of such proposed Senior Lien
Obligations; (ii) the Annual Debt Service on all Outstanding Obligations after the issuance of the
proposed additional Senior Lien Obligations will be less than the Annual Debt Service on all
Outstanding Obligations prior to such issuance in each year through the stated maturity date of
the Senior Lien Obligations being refunded; and that (iii) if the maturity date of such additional
Senior Lien Obligations to be issued extends to a date later than the stated final maturity date of
the Obligations being refunded, then Net Revenue in each Fiscal Year from and after the stated
final maturity date of such refunded Obligations is projected to be not less than one hundred
thirty percent (130%) of the Annual Debt Service payable in each such Fiscal Year with respect
to all Outstanding Obligations, including the proposed additional Senior Lien Obligations.
(b) The Commission delivers a Certificate of the Commission supported by a
report of the Traffic Consultant to the effect that, as of the date of issuance of the additional
Senior Lien Obligations (which may be issued to refund Sales Tax Revenue Bonds, the proceeds
of which were used to finance the Project):
(1) Net Revenue during the preceding Calculation Period ending not
more than ninety (90) days prior to the date of delivery of the proposed additional Senior
Lien Obligations, was sufficient to satisfy the requirements of Section 6.03(a) of this
Indenture (which report may assume that a revision of the tolls that was approved and
implemented by the Commission subsequent to the beginning of such Calculation Period
had been in effect for the entire Calculation Period);
(2) projected Net Revenue for the next Fiscal Year over the term of the
proposed additional Senior Lien Obligations is expected to be sufficient to satisfy the
requirements of Section 6.03(a) of this Indenture in each Fiscal Year (treating for
purposes of such calculation TIFIA loans that are Senior Lien Obligations as Senior Lien
Obligations). In calculating projected Net Revenue, the Traffic Consultant shall take into
account amounts projected to be received from any adopted toll increase or increases
(provided that no additional approvals need to be obtained and no additional requirements
need to be satisfied in order to implement any such increase or increases) and any
additional toll lanes and facilities to be designated as included within the definition of
Toll Road;
(3) if a TIFIA Loan Agreement is outstanding, projected Total Loan
Life Coverage (as defined in the TIFIA Loan Agreement) for the current and each Fiscal
Year during the term of the TIFIA Loan of at least 1.30; and
(4) written evidence from the applicable Rating Agency or Rating
Agencies that such Senior Lien Obligations and any TIFIA Obligations in the form of or
securing payment of a TIFIA Loan will be rated at an investment grade rating by such
Rating Agency.
(c) The Senior Lien Obligations constitute Completion Obligations; provided,
however, that prior to the incurrence of such Completion Obligations, the Commission shall
furnish to the Trustee:
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(1) a certificate of a licensed architect or Consulting Engineer
estimating the costs of completing the facilities for which such Completion Obligations
are to be incurred;
(2) a Certificate of the Commission certifying that the amount of such
Completion Obligations to be incurred will be sufficient, together with other funds, if
applicable, to complete construction of the facilities as estimated by the architect or
Consulting Engineer in respect of which such Completion Obligation is to be incurred
and pay capitalized interest, if any, on Commission Obligations Outstanding during the
completion period;
(3) if a TIFIA Loan is outstanding, a Certificate of the Commission to
the effect that the principal amount of such Completion Obligation shall not exceed the
maximum principal amount based on the TIFIA Lender’s sensitivity analysis and
feedback based on the Consulting Engineer’s report; and
(4) written evidence from the applicable credit rating agency or
agencies that such Senior Lien Obligations and any TIFIA Obligations in the form of or
securing payment of a TIFIA Loan will be rated at an investment grade rating by such
credit rating agency.
(d) The Commission issues not more than $135,000,000 principal amount and
delivers a Certificate of the Commission certifying to the effect that, as of the date of issuance of
the additional Senior Lien Obligations (which may be issued to refund Sales Tax Revenue
Bonds, the proceeds of which were used to finance the Project):
(1) Net Revenue during the preceding Calculation Period ending not
more than ninety (90) days prior to the date of delivery of the proposed additional Senior
Lien Obligations, was sufficient to satisfy the requirements of Section 6.03(a) of this
Indenture (which report may assume that a revision of the tolls that was approved and
implemented by the Commission subsequent to the beginning of such Calculation Period
had been in effect for the entire Calculation Period) and 1.50 times Maximum Annual
Debt Service;
(2) projected Net Revenue for the next Fiscal Year of the proposed
additional Senior Lien Obligations is expected to be sufficient to 1.50 times Maximum
Annual Debt Service (treating for purposes of such calculation TIFIA Loans that are
Senior Lien Obligations as Senior Lien Obligations). In calculating projected Net
Revenue, the Traffic Consultant shall take into account amounts projected to be received
from any adopted toll increase or increases (provided that no additional approvals need to
be obtained and no additional requirements need to be satisfied in order to implement any
such increase or increases) and any additional toll lanes and facilities to be designated as
included within the definition of Toll Road;
(3) if a TIFIA Loan Agreement is outstanding, projected Total Loan
Life Coverage (as defined in the TIFIA Loan Agreement) for the current and each Fiscal
Year during the term of the TIFIA Loan of at least 1.30; and
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(4) written evidence from the applicable Rating Agency or Rating
Agencies that such Senior Lien Obligations and any TIFIA Obligations in the form of or
securing payment of a TIFIA Loan will be rated at an investment grade rating by such
Rating Agency.
Section 3.02 Proceedings for Issuance of Additional Obligations. Whenever
the Commission determines to issue Senior Lien Obligations subsequent to the initial issuance of
Obligations pursuant to this Indenture and all Supplemental Indentures executed as of the same
date, the Commission shall, in addition to fulfilling the requirements of Article II and Section
3.01, file with or provide to the Trustee:
(a) a Certificate of the Commission stating that no Event of Default specified
in Section 7.01 has occurred and is then continuing;
(b) a Certificate of the Commission stating that the applicable requirements of
Section 3.01 have been satisfied;
(c) such amount, in cash or in the form of a Reserve Facility, as shall equal
the Senior Lien Obligations Reserve Requirement, if any, for such Senior Lien Obligations for
deposit in the Senior Lien Obligations Reserve Fund, as calculated by the Commission;
(d) an Opinion of Bond Counsel to the effect that the Supplemental Indenture
creating such Senior Lien Obligations has been executed and delivered by the Commission in
accordance with this Indenture and that such Senior Lien Obligations, when duly executed by the
Commission and authenticated and delivered by the Trustee, will be valid and binding
obligations of the Commission;
(e) a Certificate of the Commission stating that there has been no downgrade
from the lower of the (i) then-existing credit ratings of Outstanding Senior Obligations and any
Outstanding TIFIA Loan and (ii) credit ratings of Outstanding Senior Obligations and any
Outstanding TIFIA Loan as of issuance date; and
(f) such Additional Senior Lien Obligations shall not amortize before the
commencement of debt service payments under any Outstanding TIFIA Loan.
Section 3.03 Restrictions on Issuance of Second Lien Obligations or
Additional Subordinate Obligations. Subsequent to the initial issuance of Obligations in the
form of or securing payment of a TIFIA Loan pursuant to this Indenture, Second Lien
Obligations or additional Subordinate Obligations (including Subordinate Obligations in the
form of or securing payment of one or more TIFIA Loans) may be issued if the requirements of
(a), (b) or (c) below are met.
(a) The Second Lien Obligations or Subordinate Obligations, as applicable,
are issued for purposes of refunding Outstanding Obligations by providing funds for the payment
of any or all of the following:
(1) The Bond Obligation, redemption or purchase price (including
premium, if any) of the Outstanding Obligations to be refunded;
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(2) All expenses incident to the calling, retiring or paying of such
Outstanding Second Lien Obligations or Outstanding Subordinate Obligations, the Costs
of Issuance of such refunding Second Lien Obligations or Subordinate Obligations, and
any termination payments or other payments to the holders of obligations of the
Commission entered into pursuant to California Government Code Section 5922 (or any
similar statute) related to such Outstanding Obligations;
(3) Interest on all Outstanding Obligations to be refunded to the date
such Obligations will be called for redemption or paid at maturity;
(4) Interest on the refunding Second Lien Obligations or Subordinate
Obligations from the date thereof to the date of payment or redemption of the Obligations
to be refunded;
(5) Any amounts necessary to fund a Second Lien Obligations Reserve
Fund; and
the Commission delivers a Certificate of the Commission to the effect that the Commission
projects that the Annual Debt Service on all Outstanding Obligations after the issuance of the
proposed additional Second Lien Obligations or Subordinate Obligations will be less than the
Annual Debt Service on all Outstanding Obligations prior to the issuance of such proposed
Second Lien Obligations or Subordinate Obligations in each year through the stated maturity
date of such refunded Obligations; and that, if the maturity date of such additional Second Lien
Obligations or Subordinate Obligations to be issued extends to a date later than the stated final
maturity date of the Obligations being refunded, then Net Revenue in each Fiscal Year from and
after the stated final maturity date of such refunded Obligations is projected to be not less one
hundred thirty percent (130%) of the Annual Debt Service payable in each such Fiscal Year with
respect to all Outstanding Obligations, including the proposed additional Second Lien
Obligations or Subordinate Obligations.
(b) The Commission delivers a report of the Traffic Consultant to the effect
that, as of the date of issuance of the additional Second Lien Obligations or Subordinate
Obligations:
(1) Net Revenue during the preceding Calculation Period ending not
more than ninety (90) days prior to the date of delivery of the proposed additional Second
Lien Obligations or Subordinate Obligations, was sufficient to satisfy the requirements of
Section 6.03(a) of this Indenture (which report may assume that a revision of the tolls that
was approved and implemented by the Commission subsequent to the beginning of such
Calculation Period had been in effect for the entire Calculation Period), and
(2) projected Net Revenue for each Fiscal Year over the term of the
proposed additional Second Lien Obligations or Subordinate Obligations is expected be
sufficient to satisfy the requirements of Section 6.03(a)(2) and (3) of this Indenture in
each Fiscal Year. In calculating projected Net Revenue, the Traffic Consultant shall take
into account amounts projected to be received from any adopted toll increase or increases
(provided that no additional approvals need to be obtained and no additional requirements
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need to be satisfied in order to implement any such increase or increases) and any
additional toll lanes and facilities to be designated as included within the definition of
Toll Road.
(c) Such Second Lien Obligations or Subordinate Obligations constitute
Completion Obligations; provided, however, that prior to the incurrence of such Completion
Obligations, the Commission shall furnish to the Trustee:
(1) a certificate of a licensed architect or Consulting Engineer
estimating the costs of completing the facilities for which such Completion Obligations
are to be incurred and pay capitalized interest, if any, on Commission Obligations
Outstanding during the completion period,
(2) a Certificate of the Commission certifying that the amount of such
Completion Obligations to be incurred will be sufficient, together with other funds, if
applicable, to complete construction of the facilities as estimated by the architect or a
Consulting Engineer in respect of which such Completion Obligations is to be incurred,
and
(3) a Certificate of the Commission to the effect that the principal
amount of such Completion Obligation shall not exceed the maximum principal amount
based on the TIFIA Lender’s sensitivity analysis and feedback based on the Consulting
Engineer’s report.
Section 3.04 Proceedings for Issuance of Second Lien Obligations or
Additional Subordinate Obligations. Whenever the Commission determines to issue Second
Lien Obligations or Subordinate Obligations subsequent to the initial issuance of Subordinate
Obligations pursuant to this Indenture and all Supplemental Indentures executed as of the same
date, the Commission shall, in addition to fulfilling the requirements of Article II and Section
3.03, file with or provide to the Trustee:
(a) a Certificate of the Commission stating that no Event of Default specified
in Section 7.01 has occurred and is then continuing;
(b) a Certificate of the Commission stating that the applicable requirements of
Section 3.03 have been satisfied;
(c) such amount, in cash or in the form of a Reserve Facility, as shall equal
the Second Lien Obligations Reserve Requirement or Subordinate Obligations Reserve
Requirement, if any, as of the date of issuance of such Series of Second Lien Obligations or
Subordinate Obligations, for deposit in the Second Lien Obligations Reserve Fund or
Subordinate Obligations Reserve Fund as applicable, as calculated by the Commission; and
(d) an Opinion of Bond Counsel to the effect that the Supplemental Indenture
creating such Series of Second Lien Obligations or Subordinate Obligations has been executed
and delivered by the Commission in accordance with this Indenture and that such Series of
Second Lien Obligations or Subordinate Obligations, when duly executed by the Commission
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and authenticated and delivered by the Trustee, will be valid and binding obligations of the
Commission.
Section 3.05 Subordinate Obligations; TIFIA Loans. Subsequent to the
initial issuance of Senior Obligations in the form of or securing payment of a TIFIA Loan
pursuant to this Indenture, the Commission may issue Subordinate Obligations hereunder in the
form of or securing payment of a TIFIA Loan pursuant to TIFIA Loan Agreements containing
provisions providing for such Subordinate Obligations to become Parity Obligations having a
lien on Revenue on a parity with the Senior Lien Bonds upon the occurrence of a Bankruptcy
Related Event of the Commission while such TIFIA Loan is held by the TIFIA Lender or another
federal government agency or instrumentality.
Section 3.06 Conditions for Merging of RCTC 91 Express Lanes and Toll
Road. Upon Certification by the Commission that based on audited financial statements of the
Commission, the Obligations hereunder and the outstanding obligations under the 2013
Indenture, if considered outstanding hereunder as if all such obligations had been issued
hereunder, and treating as the Revenues hereunder to also include the “Revenues” pledged under
the 2013 Indenture and the Toll Road to consist of all the facilities defined as “Toll Road”
hereunder and under the 2013 Indenture, would produce, as a combined system, Net Revenues
sufficient to satisfy the covenants of the Commission under Section 6.03 with respect to all such
obligations considered outstanding and the covenants and conditions to the issuance of $1 of
additional Senior Lien Obligations hereunder, then the Commission and the Trustee may
execute, without the consent of the Holders, an amendment to this Indenture to effect the
consolidation of the two Toll Roads and the outstanding debt secured thereby as issued and
secured under this Indenture.
ARTICLE IV
REDEMPTION
Section 4.01 Redemption and Purchase of Obligations. Each Series of
Obligations may be made subject to mandatory or optional redemption or mandatory or optional
tender and purchase prior to their respective stated maturities, as a whole or in part, at such time
or times, upon such terms and conditions, at such prices, upon such notice and with such effect
as may be provided in the Supplemental Indenture creating such Series of Obligations.
Section 4.02 Notice of Redemption. Unless otherwise specified in a
Supplemental Indenture creating a Series of Obligations, each notice of redemption shall be
mailed by the Trustee, not less than twenty (20) nor more than sixty (60) days prior to the
redemption date, to each Owner and to the MSRB. Notice of redemption to the Owners shall be
given by first class mail. Each notice of redemption shall state the date of such notice, the date
of issue of the Series of Obligations to which such notice relates, the redemption date, the
redemption price, the place or places of redemption (including the name and appropriate address
or addresses of the Trustee), the CUSIP number (if any) of the maturity or maturities, and, in the
case of a Series of Obligations to be redeemed in part only, the identity of the Obligations to be
redeemed. Except as provided in Section 4.03 in the case of conditional optional redemption,
each such notice shall also state that on said date there will become due and payable on each of
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said Obligations the redemption price thereof, together with interest accrued thereon to the date
fixed for redemption, and that from and after such redemption date interest thereon shall cease to
accrue, and shall require that such Obligations be then surrendered at the address or addresses of
the Trustee specified in the redemption notice. Neither the Commission nor the Trustee shall
have any responsibility for any defect in the CUSIP number that appears on any Obligation or in
any redemption notice with respect thereto, and any such redemption notice may contain a
statement to the effect that CUSIP numbers have been assigned by an independent service for
convenience of reference and that neither the Commission nor the Trustee shall be liable for any
inaccuracy in such numbers. Failure of any Owner to receive any notice of redemption or any
defect therein shall not affect the sufficiency of any proceedings for redemption.
Section 4.03 Conditional Notice of Redemption; Rescission. Any notice of
optional redemption of the Obligations delivered in accordance with Section 4.02 may be
conditional, and if any condition stated in the notice of redemption shall not have been satisfied
on or prior to the redemption date, said notice shall be of no force and effect and the Commission
shall not be required to redeem the Obligations thereby called for redemption, such Obligations
shall not become due and payable, and the redemption shall be cancelled and the Trustee shall
within a reasonable time thereafter give notice, to the persons and in the manner in which the
notice of redemption was given, that such condition or conditions were not met and that the
redemption was cancelled. In addition, the Commission may, at its option, on or prior to the date
fixed for optional redemption in any notice of redemption of the Obligations, rescind and cancel
such notice of redemption by Written Request of the Commission to the Trustee, and any
optional redemption of Obligations and notice thereof shall be rescinded and cancelled and the
Trustee shall mail notice of such cancellation to the recipients of the notice of redemption being
cancelled pursuant to the provisions of Section 4.02. Any optional redemption of Obligations
and notice thereof shall be rescinded and cancelled if for any reason on the date fixed for
optional redemption moneys are not available in the Redemption Fund or otherwise held in trust
for such purpose in an amount sufficient to pay in full on said date the principal of, interest, and
any premium due on the Obligations called for optional redemption and such failure to optionally
redeem the Obligations called for redemption shall not be a default hereunder.
Section 4.04 Effect of Redemption. Notice of redemption having been duly
given as aforesaid or as otherwise provided in a Supplemental Indenture, and moneys for
payment of the redemption price of, together with interest accrued to the redemption date on, the
Obligations (or portions thereof) so called for redemption being held by the Trustee, on the
redemption date designated in such notice, the Obligations (or portions thereof) so called for
redemption shall become due and payable at the redemption price specified in this Indenture,
together with interest accrued thereon to the date fixed for redemption, interest on the
Obligations so called for redemption shall cease to accrue, said Obligations (or portions thereof)
shall cease to be entitled to any benefit or security under this Indenture, and the Owners of said
Obligations shall have no rights in respect thereof except to receive payment of said redemption
price and accrued interest to the date fixed for redemption.
Section 4.05 Partial Redemption of Obligations. Upon surrender of any
Obligation to be redeemed in part only, the Commission shall execute, and the Trustee shall
authenticate and deliver to the Owner of such Obligation, at the expense of the Commission, a
new Obligation or Obligations of Authorized Denominations equal in Bond Obligation to the
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unredeemed portion of the Obligation surrendered, of the same Series, maturity and terms as the
surrendered Obligation.
ARTICLE V
PLEDGE; FUNDS AND ACCOUNTS
Section 5.01 Deposit of Revenue by Trustee; Toll Revenue Fund.
(a) All Toll Revenues received and receivable by the Commission and
pledged and assigned by this Indenture to the Trustee, together with the balance of the Trust
Estate, are to be paid directly to the Trustee and deposited by it in the Funds and Accounts
described in this Article V and held in trust for the purposes set forth herein, and, except as
otherwise provided herein, shall not be subject to any lien, levy, garnishment or attachment by
any creditor of the Commission nor shall they be subject to any assignment or hypothecation by
the Commission. Subject only to the provisions of this Indenture permitting the application
thereof for or to the purposes and on the terms and conditions set forth herein and therein, the
Trustee shall be entitled to and shall collect and receive all of the Toll Revenues, and any Toll
Revenues collected or received by the Commission shall be deemed to be held, and to have been
collected or received, by the Commission as the agent of the Trustee and shall forthwith be paid
by the Commission to the Trustee. Moneys on deposit in the Funds and Accounts described in
this Article V (excluding the Rebate Fund, the Surplus Fund, the Sales Tax Revenue Bonds
Account within the Project Fund, and any Fund or Account established to hold the proceeds of a
drawing on any Credit Support Instrument) shall be held by the Trustee or the Commission, as
applicable, in trust, and pending application in accordance with the provisions of this Article V
shall be subject to a lien and charge in favor of the Holders until applied as hereinafter provided.
The Trustee shall at all times maintain accurate records of deposits into such Funds and
Accounts and the sources and timing of such deposits.
(b) As long as any Obligations or Reserve Facility Costs remain unpaid, the
Commission hereby assigns and shall cause Toll Revenues to be transmitted by the Toll Operator
on at least a weekly basis directly to the Trustee for deposit in a trust fund, designated as the
“Toll Revenue Fund,” which Fund the Trustee shall establish and maintain in trust. Investment
income on amounts held by the Trustee in the Toll Revenue Fund shall also be deposited in the
Toll Revenue Fund. All moneys at any time held in the Toll Revenue Fund shall be held in trust
for the benefit of the holders of the Obligations and shall be disbursed, allocated and applied
solely for the uses and purposes set forth in this Indenture.
Section 5.02 Establishment of Funds and Accounts.
(a) In addition to the Toll Revenue Fund established pursuant to Section 5.01,
the following Funds and Accounts are hereby established and created and shall be maintained in
trust by the Trustee:
(1) the Project Fund, and within the Project Fund, the Senior Lien
Obligations Account, the Second Lien Obligations Account, the Subordinate Obligations
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Account, the Sales Tax Revenue Bonds Account, the Design-Build Contractor Payments
Account and the Insurance and Condemnation Proceeds Account;
(2) the Rebate Fund;
(3) the Senior Lien Obligations Fund and, within the Senior Lien
Obligations Fund, the Senior Lien Obligations Interest Account, the Senior Lien
Obligations Principal Account and the TIFIA Loan Prepayment Account;
(4) the Senior Lien Obligations Reserve Fund;
(5) the Repair and Rehabilitation Fund and, within the Repair and
Rehabilitation Fund, the R & R Sweep Reserve Account;
(6) the Second Lien Obligations Fund and, within the Second Lien
Obligations Fund, the Second Lien Obligations Interest Account and the Second Lien
Obligations Principal Account;
(7) the Second Lien Obligations Reserve Fund;
(8) the Subordinate Obligations Fund and, within the Subordinate
Obligations Fund, the Subordinate Obligations Interest Account, the Subordinate
Obligations Principal Account and the TIFIA Loan Prepayment Account;
(9) the Subordinate Obligations Reserve Fund;
(10) the Holding Fund;
(11) the Commission Loan Fund;
(12) the Capital Expenditures Fund; and
(13) the Residual Fund.
and the following Funds are hereby established and created and shall be maintained by the
Commission:
(14) the Operation and Maintenance Fund and, within the Operation
and Maintenance Fund, the Ramp Up Account; and
(15) the Surplus Fund.
In addition, upon the written request of the Commission, the Trustee shall establish and maintain
additional temporary Funds or Accounts or sub-accounts for the purposes specified in any such
request.
(b) All of the Funds and Accounts (other than the Surplus Fund and the
Operation and Maintenance Fund) shall be held by the Trustee and, except as expressly provided
herein, the Commission shall not have any right to withdraw funds from any Fund or Account
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established pursuant to Section 5.02(a). The Commission hereby irrevocably authorizes the
Trustee to credit funds to or deposit funds in, and to withdraw and transfer funds from, each
Fund or Account in accordance with the terms of this Indenture.
Section 5.03 Toll Revenue Fund; Priority of Deposits and Transfers.
(a) From and after the Substantial Completion Date for the I-15 Express
Lanes Project, except for amounts to be deposited in other Funds or Accounts pursuant to this
Article, the Commission shall promptly deposit or cause to be deposited into the Toll Revenue
Fund all Revenue and transfers from other Funds or Accounts as required by the terms of this
Indenture.
(b) From and after the Substantial Completion Date for the I-15 Express
Lanes Project, subject to Section 5.25 hereof, including the delivery of a Funds Transfer
Certificate by the Commission (to the extent required by such Section 5.25), the Trustee shall
make the following transfers and payments from the Toll Revenue Fund in the amounts, at the
times and only for the purposes specified below and in the following order of priority (it being
agreed that no amount shall be transferred on any date pursuant to any clause below until
amounts sufficient as of that Monthly Funding Date (to the extent applicable) for all the purposes
specified under the prior clauses shall have been transferred or set aside):
First, on each Monthly Funding Date, to the Operation and Maintenance Fund,
including the Ramp Up Account within the Operation and Maintenance Fund, the amount
necessary to increase the balance of the Operation and Maintenance Fund to an amount equal to
the Operation and Maintenance Expenses then due and payable, plus one-sixth (1/6) of the
Operation and Maintenance Expenses projected in accordance with the most recently-adopted
Annual Operating Budget of the Commission to be due and payable during the Fiscal Year
continuing or commencing on the day after such Monthly Funding Date;
Second, on each Monthly Funding Date, any payments then due and payable by
the Commission to the Rebate Fund or any similar rebate fund established with respect to any
future tax-exempt borrowing transaction under this Indenture;
Third, (x) on each Monthly Funding Date and on each other date on which the
following amounts shall be due and payable, to the Senior Lien Obligations Interest Account the
sum of (A)(1) in the case of Outstanding Senior Lien Obligations with semiannual interest
payment dates, one-sixth (1/6) of the amount of the interest payable on such Senior Lien
Obligations on the next interest payment date; (2) in the case of Outstanding Senior Lien
Obligations with quarterly interest payment dates, one-third (1/3) of the amount of the interest
payable on such Senior Lien Obligations on the next interest payment date; and (3) in the case of
Outstanding Senior Lien Obligations with monthly interest payment dates, the amount of interest
payable on such Senior Lien Obligations on the next interest payment date; plus (B) the sum of
any continuing shortfall in transfers required to have been made to the Senior Lien Obligations
Interest Account on any preceding Monthly Funding Date; plus (C) if such Monthly Funding
Date is also an interest payment date or the last Monthly Funding Date before an interest
payment date on any Senior Lien Obligations, any other amount required to make the amount
credited to the Senior Lien Obligations Interest Account equal to the amount payable on such
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Senior Lien Obligations on such interest payment date; and (y) on each Monthly Funding Date,
to the applicable Swap Parties, scheduled Hedging Obligations due under any Qualified Swap
Agreements, if any, net of any scheduled amounts payable to the Commission with respect to
such scheduled Hedging Obligations; provided, however, that with respect to Senior Obligations
in the form of or securing payment of a TIFIA Loan, only the interest component of TIFIA
Mandatory Debt Service shall be set aside pursuant to this Third clause;
Fourth, on each Monthly Funding Date and on each other date on which the
following amounts shall be due and payable, commencing twelve months before the first annual
principal payment date (including any mandatory sinking fund redemption date) or six months
before the first semi-annual principal payment date (including any mandatory sinking fund
redemption date), to the Senior Lien Obligations Principal Account, the sum of (A)(1) in the case
of Outstanding Senior Lien Obligations with annual principal or mandatory sinking fund
payment dates, one-twelfth (1/12) of the principal and mandatory sinking fund redemptions due
on such Senior Lien Obligations; and (2) in the case of Outstanding Senior Lien Obligations with
semi-annual principal or mandatory sinking fund payment dates, one-sixth (1/6) of the principal
and mandatory sinking fund redemptions due on such Senior Lien Obligations; and (B) the sum
of any shortfall in transfers required to have been made to the Senior Lien Obligations Principal
Account on any previous Monthly Funding Date; and (C) if the Monthly Funding Date is also a
principal payment date (or mandatory sinking fund redemption date) or the last Monthly Funding
Date before a principal payment date (or mandatory sinking fund redemption date) on any Senior
Lien Obligations, any other amount required to make the amount credited to the Senior Lien
Obligations Principal Account equal to the amount of principal due on such Senior Lien
Obligations on such principal payment date or mandatory sinking fund redemption date;
provided, however, that with respect to Senior Obligations in the form of or securing payment of
a TIFIA Loan, only the principal component of TIFIA Mandatory Debt Service shall be set aside
pursuant to this Fourth clause;
Fifth, on each Monthly Funding Date, to the Senior Lien Obligations Reserve
Fund (or the applicable Account therein) the amount necessary so that the balance therein equals
the applicable Senior Lien Obligations Reserve Requirement; provided, however, that in the
event that the Trustee shall have withdrawn moneys in the Senior Lien Obligations Reserve Fund
or any Account therein for the purpose of paying principal of or interest on the applicable Senior
Lien Obligations when due as provided in this Indenture, the Trustee shall limit such deposit to
the Senior Lien Obligations Reserve Fund or the applicable Account therein, on each of the next
six Monthly Funding Dates after such withdrawal, to an amount equal to one-sixth (1/6th) of the
aggregate amount of each such withdrawal until the amount on deposit in the Senior Lien
Obligations Reserve Fund (or the applicable Account therein) is equal to the applicable Senior
Lien Obligations Reserve Requirement; provided further however, that in the event such
requirements cannot be fully funded, the funds available shall be transferred to each Account in
the Senior Lien Obligations Reserve Fund ratably in accordance with its respective shortfall;
Sixth, on each Monthly Funding Date, to the extent sufficient funds are then
available after application of funds for the purposes specified in the prior clauses of this
Section 5.03(b), to the Repair and Rehabilitation Fund, an amount equal to the Alternative
Repair and Rehabilitation Fund Required Deposit or, if no such deposit is then required to be
made, an amount not to exceed the Scheduled Repair and Rehabilitation Fund Required Deposit
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for such Monthly Funding Date. If sufficient funds are not then available on a particular
Monthly Funding Date, after application of funds for the purposes specified in the prior clauses,
to fund the Scheduled Repair and Rehabilitation Fund Required Deposit or Alternative Repair
and Rehabilitation Fund Required Deposit, as applicable, or if the Commission has elected to
defer all or a portion of the Scheduled Repair and Rehabilitation Fund Required Deposit for a
prior Monthly Funding Date or Monthly Funding Dates, the Commission may use funds on each
subsequent Monthly Funding Date to satisfy the cumulative shortfall in the Scheduled Repair
and Rehabilitation Fund Required Deposit or Alternative Repair and Rehabilitation Fund
Required Deposit, as applicable, from previous Monthly Funding Dates;
Seventh, in the event the Commission has Senior Obligations outstanding in the
form of or securing payment of a TIFIA Loan, on each Monthly Funding Date commencing on
the Monthly Funding Date that is six months prior to the date on which TIFIA Scheduled Debt
Service is first due and payable, to the Senior Obligations Interest Account, an amount which
equals one-sixth (1/6) of the TIFIA Scheduled Debt Service (excluding any amounts already set
aside on such Monthly Funding Date to be applied to TIFIA Mandatory Debt Service in
accordance with the Third and Fourth clauses above) due and payable on the immediately
succeeding payment date for such TIFIA Loan;
Eighth, on each Monthly Funding Date, to the extent sufficient funds are then
available after application of funds for the purposes specified in the prior clauses of this
Section 5.03(b), to the Repair and Rehabilitation Sweep Reserve Account, all funds until the
R&R Sweep Reserve Amount is on deposit therein;
Ninth, (x) on each Monthly Funding Date and on each other date on which the
following amounts shall be due and payable, to the Second Lien Obligations Interest Account the
sum of (A)(1) in the case of Outstanding Second Lien Obligations with semiannual interest
payment dates, one-sixth (1/6) of the amount of the interest payable on such Second Lien
Obligations on the next interest payment date; (2) in the case of Outstanding Second Lien
Obligations with quarterly interest payment dates, one-third (1/3) of the amount of the interest
payable on such Second Lien Obligations on the next interest payment date; and (3) in the case
of Outstanding Second Lien Obligations with monthly interest payment dates, the amount of
interest payable on such Second Lien Obligations on the next interest payment date; plus (B) the
sum of any continuing shortfall in transfers required to have been made to the Second Lien
Obligations Interest Account on any preceding Monthly Funding Date; plus (C) if such Monthly
Funding Date is also an interest payment date or the last Monthly Funding Date before an
interest payment date on any Second Lien Obligations, any other amount required to make the
amount credited to the Second Lien Obligations Interest Account equal to the amount payable on
such Second Lien Obligations on such interest payment date, and (y) on each Monthly Funding
Date, to the applicable Swap Parties, scheduled payments due under any Hedging Obligations, if
any, net of any scheduled amounts payable to the Commission with respect to such scheduled
Hedging Obligations, under any Swaps entered into in connection with such Second Lien
Obligations;
Tenth, on each Monthly Funding Date and on each other date on which the
following amounts shall be due and payable, commencing twelve months before the first annual
principal payment date (including any mandatory sinking fund redemption date) or six months
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before the first semi-annual principal payment date (including any mandatory sinking fund
redemption date), to the Second Lien Obligations Principal Account, the sum of (A)(1) in the
case of Outstanding Second Lien Obligations with annual principal or mandatory sinking fund
payment dates, one-twelfth (1/12) of the principal and mandatory sinking fund redemptions due
on such Second Lien Obligations; and (2) in the case of Outstanding Second Lien Obligations
with semi-annual principal or mandatory sinking fund payment dates, one-sixth (1/6) of the
principal and mandatory sinking fund redemptions due on such Second Lien Obligations; (B) the
sum of any shortfall in transfers required to have been made to the Second Lien Obligations
Principal Account on any previous Monthly Funding Date; and (C) if the Monthly Funding Date
is also a principal payment date (or mandatory sinking fund redemption date) or the last Monthly
Funding Date before a principal payment date (or mandatory sinking fund redemption date) on
any Second Lien Obligations, any other amount required to make the amount credited to the
Second Lien Obligations Principal Account equal to the amount of principal due on such Second
Lien Obligations on such principal payment date or mandatory sinking fund redemption date;
Eleventh, on each Monthly Funding Date, to the Second Lien Obligations Reserve
Fund (or the applicable Account therein), the amount necessary so that the balance therein equals
the applicable Second Lien Obligations Reserve Requirement; provided, however, that in the
event that the Trustee shall have withdrawn moneys in the Second Lien Obligations Reserve
Fund therein for the purpose of paying principal of or interest on the applicable Second Lien
Obligations secured thereby when due as provided in this Indenture, the Trustee shall limit such
deposit to the Second Lien Obligations Reserve Fund, on each of the next six Monthly Funding
Dates after such withdrawal, to an amount equal to one-sixth (1/6th) of the aggregate amount of
each such unreplenished withdrawal until the amount on deposit in the Second Lien Obligations
Reserve Fund is equal to the applicable Second Lien Obligations Reserve Requirement;
provided, further however, that in the event such requirements cannot be fully funded, the funds
available shall be transferred to each Account in the Second Lien Obligations Reserve Fund
ratably in accordance with its respective shortfall;
Twelfth, (x) on each Monthly Funding Date and on each other date on which the
following amounts shall be due and payable, to the Subordinate Obligations Interest Account the
sum of (A)(1) in the case of Outstanding Subordinate Obligations with semi-annual interest
payment dates, one-sixth (1/6) of the interest payable on such Subordinate Obligations on the
next interest payment date; (2) in the case of Outstanding Subordinate Obligations with quarterly
interest payment dates, one-third (1/3) of the amount of the interest payable on such Subordinate
Obligations on the next interest payment date; and (3) in the case of Outstanding Subordinate
Obligations with monthly interest payment dates, the interest payable on such Subordinate
Obligations on the next interest payment date; plus (B) the sum of any continuing shortfall in
transfers required to have been made to the Subordinate Obligations Interest Account on any
preceding Monthly Funding Date; plus (C) if such Monthly Funding Date is also an interest
payment date or the last Monthly Funding Date before an interest payment date on any
Subordinate Obligations, any other amount required to make the amount credited to the
Subordinate Obligations Interest Account equal to the interest payable on such Subordinate
Obligations on such interest payment date; provided, however, that with respect to Subordinate
Obligations in the form of or securing payment of a TIFIA Loan, only the interest component of
TIFIA Mandatory Debt Service shall be set aside pursuant to this Eleventh clause;
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Thirteenth, on each Monthly Funding Date and on each other date on which the
following amounts shall be due and payable, commencing twelve months before the first annual
principal payment date (including any mandatory sinking fund redemption date) or six months
before the first semi-annual principal payment date (including any mandatory sinking fund
redemption date), to the Subordinate Obligations Principal Account the sum of (A)(1) in the case
of Outstanding Subordinate Obligations with annual principal payment date, one-twelfth (1/12)
of the principal due on such Subordinate Obligations on the next principal payment date; and (2)
in the case of Outstanding Subordinate Obligations with semi-annual principal payment dates,
one-sixth (1/6) of the principal redemptions due on such Subordinate Obligation on the next
principal payment date; plus (B) the sum of any shortfall in transfers required to have been made
to the Subordinate Obligations Principal Account on any previous Monthly Funding Date; plus
(C) if the Monthly Funding Date is also a principal payment date or the last Monthly Funding
Date before a principal payment date (or mandatory sinking fund redemption date) on any
Subordinate Obligations, any other amount required to make the amount credited to the
Subordinate Obligations Principal Account equal to the amount of principal due on such
Subordinate Obligation on such principal payment date or mandatory sinking fund redemption
date provided, however, that with respect to Subordinate Obligations in the form of or securing
payment of a TIFIA Loan, only the principal component of the TIFIA Mandatory Debt Service
shall be set aside pursuant to the Twelfth clause;
Fourteenth, on each Monthly Funding Date, to the Subordinate Obligations
Reserve Fund (or the applicable Account therein), the amount, if any, necessary to increase the
balance therein (taking into account amounts then on deposit therein) to the Subordinate
Obligations Reserve Requirement;
Fifteenth, in the event the Commission has Subordinate Obligations outstanding
in the form of or securing payment of a TIFIA Loan, on each Monthly Funding Date
commencing on the Monthly Funding Date that is six months prior to the date on which TIFIA
Scheduled Debt Service is first due and payable, to the Subordinate Obligations Interest
Account, an amount which equals one-sixth (1/6) of the TIFIA Scheduled Debt Service
(excluding any amounts already set aside on such Monthly Funding Date to be applied to TIFIA
Mandatory Debt Service in accordance with the Ninth and Tenth clauses above) due and payable
on the immediately succeeding payment date for such TIFIA Loan;
Sixteenth, on each Monthly Funding Date, to the Holding Fund the remaining
amount of any Toll Revenues;
Seventeenth, on each Monthly Funding Date, provided the Blocked Payment
Conditions have been met, to the Commission Loan Fund the remaining amount of any Toll
Revenues to the extent the Commission Loan remains outstanding;
Eighteenth, on each Monthly Funding Date, to the Capital Expenditures Fund to
the extent necessary to fund such Fund on a monthly pro-rata basis in such Fiscal Year so that
the balance therein (taking into account all amounts then on deposit therein) equals the aggregate
amount of Capital Expenditures Fund Permitted Expenditures indicated for the Fiscal Year in the
Annual Operating Budget, which amount may be $0; provided, however, that in no event shall
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the total of all amounts transferred into the Capital Expenditures Fund exceed the Capital
Expenditures Fund Deposits Cap;
Nineteenth, on each Monthly Funding Date and on each other date on which the
following amounts shall be due and payable, to the counterparties to Qualified Swap Agreements
or Swaps, an amount equal to any Hedging Termination Obligations payable upon a termination
of any such Qualified Swap Agreements or Swaps; and
Twentieth, on each Monthly Funding Date, and only to the extent funds are then
available after application of funds for the purposes specified in the prior First through
Eighteenth clauses and only to the extent all Reserve Funds are funded to the full future
scheduled amount of the Reserve Requirement, on such Monthly Funding Date, to the Residual
Fund, all remaining amounts, if any.
(c) To the extent that on any Calculation Date or any other date of
determination requested by the Commission, the Commission determines that (i) the amounts on
deposit in the Senior Lien Obligations Reserve Fund are in excess of the applicable Senior Lien
Obligations Reserve Requirement, (ii) the amounts on deposit in the Second Lien Obligations
Reserve Fund are in excess of the applicable Second Lien Obligations Reserve Requirement,
(iii) amounts on deposit in the Subordinate Obligations Reserve Fund are in excess of the
applicable Subordinate Obligations Reserve Requirement, (iv) the amounts on deposit in the
Repair and Rehabilitation Fund (other than the R & R Sweep Reserve Account therein) are
certified by the Commission to be in excess of what is required for expected Repair and
Rehabilitation Fund Permitted Expenditures, or (v) the amounts on deposit in the Capital
Expenditures Fund are (A) certified by the Commission to no longer be needed for making
Capital Expenditures Fund Permitted Expenditures, or (B) in excess of the Capital Expenditures
Fund Deposits Cap, then in each such case, as applicable, the excess amounts shall be transferred
into the Toll Revenue Fund.
Section 5.04 Project Fund.
(a) Accounts. Pursuant to Section 5.02(a) hereof, the Trustee is to establish
and create and maintain in trust the following separate Accounts within the Project Fund:
(1) the Senior Lien Obligations Account;
(2) the Second Lien Obligations Account;
(3) the Subordinate Obligations Account;
(4) the Sales Tax Revenue Bonds Account;
(5) the Design-Build Contractor Payments Account; and
(6) the Insurance and Condemnation Proceeds Account.
Project Costs shall be paid from the Project Fund and its Accounts, including the
Senior Lien Obligations Account, the Second Lien Obligations Account, the Subordinate
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Obligations Account, the Sales Tax Revenue Bonds Account, the Design-Build Contractor
Payments Account and the Insurance and Condemnation Proceeds Account as described below.
The Commission shall be entitled to open new Accounts of the Project Fund for such purposes as
may be set forth in a Supplemental Indenture.
(b) Senior Lien Obligations Account. The net proceeds of each Series of the
Senior Lien Obligations shall be deposited by the Trustee into the applicable sub-account of the
Senior Lien Obligations Account as provided by the applicable Supplemental Indenture. The
Senior Lien Obligations Account and all sub-accounts therein shall be maintained in order to
account for the receipt and disbursement of proceeds (and all earnings thereon) of the Senior
Lien Obligations, including but not limited to, the payment of, or reimbursement for a prior
payment of, Costs of Issuance of Senior Lien Obligations and other Project Costs permitted to be
paid with the proceeds of such Senior Lien Obligations. Funds therein shall be disbursed
pursuant to a Funds Transfer Certificate in accordance with the provisions of Section 5.25.
Notwithstanding anything to the contrary set forth herein, the amounts on deposit in any such
sub-account of the Senior Lien Obligations Account (and all earnings thereon) shall secure only
the Senior Lien Obligations issued to fund the initial deposit to such sub-account, and such
amounts shall be held by the Trustee hereunder solely for the benefit of the holders of such
Senior Lien Obligations until such funds have been disbursed in accordance with this Section.
(c) Second Lien Obligations Account. The net proceeds of Second Lien
Obligations shall be deposited by the Trustee into the applicable sub-account of the Second Lien
Obligations Account as provided by the applicable Supplemental Indenture. The Second Lien
Obligations Account and all sub-accounts therein shall be maintained in order to account for the
receipt and disbursement of proceeds (and all earnings thereon) of the Second Lien Obligations,
including but not limited to, the payment of, or reimbursement for a prior payment of, Costs of
Issuance of Second Lien Obligations and other Project Costs permitted to be paid with the
proceeds of such Second Lien Obligations. Funds therein shall be disbursed pursuant to a Funds
Transfer Certificate in accordance with the provisions of Section 5.25. Notwithstanding
anything to the contrary set forth herein, the amounts on deposit in any such sub-account of the
Second Lien Obligations Account (and all earnings thereon) shall secure only the Second Lien
Obligations issued to fund the initial deposit to such sub-account, and such amounts shall be held
by the Trustee hereunder solely for the benefit of the holders of such Second Lien Obligations
until such funds have been disbursed in accordance with this Section.
(d) Subordinate Obligations Account. The net proceeds of Subordinate
Obligations shall be deposited by the Trustee into the applicable sub-account of the Subordinate
Obligations Account as provided by the applicable Supplemental Indenture. The Subordinate
Obligations Account and all sub-accounts therein shall be maintained in order to account for the
receipt and disbursement of proceeds (and all earnings thereon) of the Subordinate Obligations,
including but not limited to, the payment of, or reimbursement for a prior payment of, Costs of
Issuance of Subordinate Obligations and other Project Costs permitted to be paid with the
proceeds of such Subordinate Obligations. Funds therein shall be disbursed pursuant to a Funds
Transfer Certificate in accordance with the provisions of Section 5.25. The net proceeds of each
draw under each TIFIA Loan Agreement shall be deposited on the respective funding date of
such draw in a dedicated sub-account of the Subordinate Obligations Account in accordance
with, and used for the payment of Eligible Project Costs (as such term is defined in the
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applicable TIFIA Loan Agreement) in accordance with the applicable TIFIA Loan Agreement.
Notwithstanding anything to the contrary set forth herein, the amounts on deposit in any such
sub-account of the Subordinate Obligations Account (and all earnings thereon) shall secure only
the Obligations in the form of or securing payment of the related TIFIA Loan, and such amounts
shall be held by the Trustee hereunder solely for the benefit of the TIFIA Lender until such funds
have been disbursed in accordance with this Section.
(e) Sales Tax Revenue Bonds Account. The proceeds of the 2017 Sales Tax
Revenue Bonds will be transferred to the Trustee and deposited by the Trustee into the Sales Tax
Revenue Bonds Account and will be used to pay Sales Tax Eligible Project Costs in accordance
with the provisions hereof and of the Sales Tax Revenue Bond Indenture. The Commission shall
comply with Section 5.25, including the delivery of a Funds Transfer Certificate (to the extent
required by such Section 5.25), and with the applicable provisions of the Sales Tax Revenue
Bond Indenture in requesting a disbursement of funds from time to time from the Sales Tax
Revenue Bonds Account.
(f) Design-Build Contractor Payments Account. Amounts, including but not
limited to liquidated damages, payable to or received by the Commission from the Design-Build
Contractor shall be transferred to the Trustee and deposited by the Trustee into the Design-Build
Contractor Payments Account and used to pay Project Costs. The Commission shall comply
with Section 5.25, including the delivery of a Funds Transfer Certificate (to the extent required
by such Section 5.25) in requesting a disbursement of funds from time to time from the Design-
Build Contractor Payments Account.
(g) Insurance and Condemnation Proceeds Account. Proceeds of fire and
other casualty insurance payable to or received by the Commission with respect to the Toll Road
(whether by way of claims, return of premiums, ex gratia settlements or otherwise), and proceeds
of any condemnation awards payable to or received by the Commission with respect to the Toll
Road shall be transferred to the Trustee and deposited by the Trustee into the Insurance and
Condemnation Proceeds Account. If received prior to the applicable Substantial Completion
Date, amounts on deposit in such account shall be used to pay Project Costs and shall be
transferred in accordance with subsection (h) below. If received after the applicable Substantial
Completion Date, amounts on deposit in the Insurance and Condemnation Proceeds Account
may be used by the Commission to pay the costs of restoration, repair or rehabilitation of the
Toll Road or portion thereof to which such insurance or condemnation proceeds relate; provided,
however, that any portion of such amounts that the Commission elects not to use for such
restoration, repair or rehabilitation of the Toll Road or that are in excess of the amount needed
for such restoration, repair or rehabilitation of the Toll Road, as evidenced by a Certificate of the
Commission delivered to the Trustee, shall be transferred to the Redemption Fund and applied to
the prepayment of principal of Outstanding Highest Priority Obligations. The Commission shall
comply with Section 5.25, including the delivery of a Funds Transfer Certificate (to the extent
required by such Section 5.25) in requesting a disbursement of funds from time to time from the
Insurance and Condemnation Proceeds Account.
(h) Transfers Upon Substantial and Final Completion. On the Substantial
Completion Date (as evidenced by delivery to the Trustee of a Certificate of the Commission),
the Trustee shall deposit into the Operations and Maintenance Fund $[7,000,000] of funds on
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deposit in the Project Fund (or, if the remaining balance of such Fund is less than $[7,000,000]
on the date of such deposit, the amount of such remaining balance). Except as otherwise
required by any applicable law, to the extent that on the date of final completion of the
construction of the I-15 Express Lanes Project, as evidenced by the delivery to the Trustee of a
Certificate of the Commission, there shall be any other funds remaining on deposit in the Project
Fund (or any Account thereof), such funds will be deposited into the Toll Revenue Fund;
provided, however, that any excess funds remaining on deposit in the Sales Tax Revenue Bonds
Account, other than proceeds of the Commission Loan, shall be transferred to the Commission
(if the Commission provides an Opinion of Bond Counsel that such transfer is appropriate in
order to not adversely affect the tax-exempt status of interest on the Sales Tax Revenue Bonds.
Section 5.05 Commission Initial Loan and Commission Backstop Loan
Contribution to Project.
(a) Commission Initial Loan. The Commission has heretofore expended
approximately $[62,000,000] of its Sales Tax Revenues and other funds on Project Costs and
such expenditures are part of the equity contribution of the Commission. In addition, the
Commission hereby covenants to make available for deposit the following amounts in the years
indicated below (on the Monthly Funding Date preceding June 1 within each such Fiscal Year)
into the Revenue Fund, such amounts to consist of the scheduled Commission Initial Loan to the
Project (such payments to be requested by a written certificate of the Trustee as to the need for
such funds delivered to the Sales Tax Trustee under the Sales Tax Revenue Bond Indenture and
to the Commission), as follows:
Fiscal Year
(ending June 30)
Equity Loan Amount
2019 $3,000,000
2020 3,000,000
2021 3,000,000
2022 3,000,000
2023 3,000,000
2024 3,000,000
Such deposits are expected to be made by the Commission from Sales Tax Revenues of the
Commission held by the Sales Tax Trustee under the Sales Tax Revenue Bond Indenture for
such purpose in the I-15 Trust Fund. The Trustee shall maintain a record of the outstanding
balance of the Commission Loan, together with interest thereon at the Commission Loan Rate,
such interest to be compounded on each June 1 and December 1 until paid.
The proceeds of the Commission Initial Loan shall be deposited into the Toll Revenue
Fund and treated as Revenues and shall only be requested by the Trustee to the extent Toll
Revenues are not sufficient by the Monthly Funding Date preceding June 1 to make the deposits
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required by the purposes specified in the First through Fifth clauses of Section 5.03(b); provided
that prior to the Substantial Completion Date, proceeds of the Commission Initial Loan shall be
deposited in the Senior Obligations Reserve Fund, if necessary, to increase the balance therein to
the Senior Obligations Reserve Requirement.
(b) Commission Backstop Loan. The Commission further covenants to
provide additional funds as a conditional backstop in the event Toll Revenues are insufficient in
the Fiscal Years 2025 through 2039 in an annual amount not to exceed $[3,850,000] in any such
year and in the aggregate not to exceed [$38,500,000.] Such amounts shall be requested by the
Trustee from the Sales Tax Trustee only upon a certification that there is a deficiency in Toll
Revenues necessary to make the deposits required by the purposes specified in the First through
Fifth clauses of Section 5.03(b) on any Monthly Funding Date and the amount requested shall be
only in the amount of such deficiency subject to the limits set forth above. Such amounts shall
be deposited with the Trustee from amounts on deposit in the I-15 Trust Fund held by the Sales
Tax Trustee under the Sales Tax Revenue Bond Indenture. Any such amount deposited with the
Trustee shall increase the outstanding balance of the Commission Loan on the date of such
transfer.
Section 5.06 Operation and Maintenance Fund.
(a) The Commission shall establish and maintain the Operation and
Maintenance Fund in accordance herewith. On the Substantial Completion Date, the
Commission shall provide such funds as are necessary to increase the funds on deposit in the
Ramp Up Account of the Operations and Maintenance Fund to the amount of $[14,000,000] (the
“Ramp Up Reserve”).
(b) The Commission shall thereafter apply the funds in the Operation and
Maintenance Fund and the amounts transferred to the Operation and Maintenance Fund under
Article V of this Indenture for the payment of Operation and Maintenance Expenses in
accordance with the terms of this Indenture.
Section 5.07 Capital Expenditures Fund.
(a) The Trustee shall cause amounts in the Toll Revenue Fund, to the extent
available, to be deposited into the Capital Expenditures Fund on each Monthly Funding Date in
accordance with clause Seventeenth of Section 5.03(b). Any amounts on deposit in the Capital
Expenditures Fund that are (i) certified by the Commission to no longer be needed for making
Capital Expenditures Fund Permitted Expenditures, or (ii) in excess of the Capital Expenditures
Fund Deposits Cap, shall be applied in accordance with the requirements of Section 5.03(c) of
this Indenture.
(b) On any date on which Capital Expenditures Fund Permitted Expenditures
are due and payable or reasonably expected to become due and payable, monies on deposit in the
Capital Expenditures Fund shall be applied by the Trustee pursuant to a Written Request of
Commission to pay such Capital Expenditures Fund Permitted Expenditures.
(c) If, after transferring any funds then on deposit in the Residual Fund in
accordance with Section 5.12(c) hereof, on the Business Day prior to an interest payment date or
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principal payment date, the amount then on deposit in the Senior Lien Obligations Fund, the
Second Lien Obligations Fund or the Subordinate Obligations Fund is insufficient to pay the
principal of, and/or interest on, the related Senior Lien Obligations, Second Lien Obligations
and/or Subordinate Obligations secured thereby then due, the Trustee shall make the following
transfers from amounts on deposit in the Capital Expenditures Fund in the following order of
priority; first, to the Senior Lien Obligations Fund, the amount necessary to pay principal and
interest due and payable on such interest payment date or principal payment date on the Senior
Lien Obligations; second, to the Second Lien Obligations Fund, the amount necessary to pay
principal and interest due and payable on such interest payment date or principal payment date
on the Second Lien Obligations and third, to the Subordinate Obligations Fund, the amount
necessary to pay principal and interest due and payable on such interest payment date or
principal payment date on the Subordinate Obligations.
Section 5.08 Senior Lien Obligations Reserve Fund.
(a) On the date of issuance of any Series of Senior Lien Obligations that has a
Senior Lien Obligations Reserve Requirement, the Senior Lien Obligations Reserve Requirement
for those Senior Lien Obligations shall be deposited in the Senior Lien Obligations Reserve Fund
in an Account solely for the benefit of those Senior Lien Obligations. Alternatively, the
Supplemental Indenture for any Series of Senior Lien Obligations may establish a pooled Senior
Lien Obligations Reserve Requirement for that Series of Senior Lien Obligations and any one or
more subsequently issued Series of Senior Lien Obligations with the same pooled Senior Lien
Obligations Reserve Requirement, in which case the Senior Lien Obligations Reserve
Requirement for the initial issue of such Senior Lien Obligations shall be deposited in the Senior
Lien Obligations Reserve Fund in an Account solely for the benefit of those Senior Lien
Obligations and any additional Senior Lien Obligations with the same pooled Senior Lien
Obligations Reserve Requirement, and on the date of issuance of any such additional Senior Lien
Obligations, there shall be deposited in the Account the amount necessary to increase the balance
in the Account to an amount equal to the Senior Lien Obligations Reserve Requirement for all
Senior Lien Obligations secured by that Account.
(b) Monies on deposit in each Account within the Senior Lien Obligations
Reserve Fund shall be applied by the Trustee as follows:
(1) If on any (x) interest payment date for Senior Lien Obligations
secured by an Account within the Senior Lien Obligations Reserve Fund, (y) principal
payment date for such Senior Lien Obligations or (z) redemption date on which such
Senior Lien Obligations are subject to mandatory sinking fund redemption, the amount
on deposit in the applicable Account of the Senior Lien Obligations Fund, determined
after taking into account all amounts transferred to such Account of the Senior Lien
Obligations Fund in accordance with clauses Third and Fourth of Section 5.03(b), and
amounts transferred from the following Funds in the following order of priority, the
Residual Fund, the Capital Expenditures Fund, the Repair and Rehabilitation Fund and
the Toll Revenue Fund in accordance with this Indenture on or prior to such date, is not
sufficient to pay interest and/or principal and/or the redemption price (excluding any
redemption premium) due on such Senior Lien Obligations, then moneys shall be
transferred to the Senior Lien Obligations Interest Account and/or the Senior Lien
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Obligations Principal Account, as applicable, from the applicable Account of the Senior
Lien Obligations Reserve Fund which, together with moneys then on deposit in the
applicable Account of the Senior Lien Obligations Fund, will be sufficient to pay interest
and/or principal and/or the redemption price (excluding any redemption premium) due on
such Senior Lien Obligations on such date. Moneys shall be transferred first to the
Senior Lien Obligations Interest Account until such Account, together with any available
funds then on deposit in the Senior Lien Obligations Interest Account, is sufficiently
funded with respect to such Senior Lien Obligations and thereafter, to the Senior Lien
Obligations Principal Account until such Account, together with any available funds then
on deposit in the Senior Lien Obligations Principal Account, is sufficiently funded with
respect to such Senior Lien Obligations.
(2) Upon the maturity of Senior Lien Obligations secured by funds on
deposit in an Account of the Senior Lien Obligations Reserve Fund or upon the earlier
redemption of all or any portion of such Senior Lien Obligations, the Commission may
direct the Trustee to transfer amounts on deposit in the applicable Account within the
Senior Lien Obligations Reserve Fund to the Senior Lien Obligations Principal Account
for application to the final payment of principal of all or a portion of the Senior Lien
Obligations secured thereby or to an escrow account established for defeasance of such
Senior Lien Obligations pursuant to Article X hereof, provided that, if less than all of the
Senior Lien Obligations mature or are redeemed, the amount remaining on deposit in
such Account of the Senior Lien Obligations Reserve Fund following any such transfer
shall not be less than the Senior Lien Obligations Reserve Requirement applicable to the
Senior Lien Obligations secured thereby to remain Outstanding.
(3) Except as provided in paragraph (2) above, any amounts on deposit
in an Account of the Senior Lien Obligations Reserve Fund in excess of the applicable
Senior Lien Obligations Reserve Requirement shall be applied in accordance with
Section 5.03(c) of this Indenture.
(c) The lien on the Senior Lien Obligations Reserve Fund (and all earnings
thereon) shall apply only to the Senior Lien Obligations and the related interest of the Holder of
such Senior Lien Obligations with respect to amounts on deposit in such Fund from time to time,
and such amounts shall be solely for the benefit of such holder of Senior Lien Obligations until
such funds have been disbursed in accordance with this Section. If necessary, the Commission
shall instruct the Trustee to create Accounts within the Senior Lien Obligations Reserve Fund to
facilitate compliance with the provisions of this paragraph.
(d) The Senior Lien Obligations Reserve Requirement for any Series of
Senior Lien Obligations may be permitted or required by the Supplemental Indenture
establishing the Senior Lien Obligations Reserve Requirement to be funded in whole or in part
with a Reserve Facility. The terms and conditions for any Reserve Facility shall be set forth in
the Reserve Facility or the Supplemental Indenture establishing the Senior Lien Obligations
Reserve Requirement to be met in whole or in part by the Reserve Facility, provided that those
terms and conditions shall conform to and be consistent with the provisions set forth in this
Section 5.08. The Trustee shall withdraw cash (and liquidate investments to produce cash) and
draw on Reserve Facilities in or with respect to any Account in the Senior Lien Obligations
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Reserve Fund to fund payments of principal of and interest on Senior Lien Obligations supported
by such Account in the Senior Lien Obligations Reserve Fund in the manner and in the order
specified herein and in the applicable Supplemental Indenture or Supplemental Indentures. This
Indenture shall not be discharged until all Reserve Facility Costs owing to a Reserve Facility
Provider have been paid in full.
(e) Upon the occurrence of a Bankruptcy Related Event of which the Trustee
shall be notified in writing, any Account within the Subordinate Obligations Reserve Fund that
secures payment of the principal and interest on a Subordinate Obligation in the form of or
securing payment of a TIFIA Loan, will become an Account within the Senior Lien Obligations
Reserve Fund, will be funded on a parity with any other Accounts within the Senior Lien
Obligations Reserve Fund and will be available only to pay principal and interest on the Parity
Obligation in the form of or securing payment of such TIFIA Loan. The Parity Obligation in the
form of or securing payment of a TIFIA Loan will not be secured by any other Account within
the Senior Lien Obligations Reserve Fund.
Section 5.09 Second Lien Obligations Reserve Fund.
(a) On the date of issuance of any Series of Second Lien Obligations that has
a Second Lien Obligations Reserve Requirement, the Second Lien Obligations Reserve
Requirement for those Second Lien Obligations shall be deposited in the Second Lien
Obligations Reserve Fund in an Account solely for the benefit of those Second Lien Obligations.
Alternatively, the Supplemental Indenture for any Series of Second Lien Obligations may
establish a pooled Second Lien Obligations Reserve Requirement for those Second Lien
Obligations and any one or more subsequently issued Second Lien Obligations with the same
pooled Second Lien Obligations Reserve Requirement, in which case the Second Lien
Obligations Reserve Requirement for the initial issue of such Second Lien Obligations shall be
deposited in the Second Lien Obligations Reserve Fund in an Account solely for the benefit of
those Second Lien Obligations and any additional Second Lien Obligations with the same pooled
Second Lien Obligations Reserve Requirement, and on the date of issuance of any such
additional Second Lien Obligations, there shall be deposited in the Account the amount
necessary to increase the balance in the Account to an amount equal to the Second Lien
Obligations Reserve Requirement for all Second Lien Obligations secured by that Account.
(b) Monies on deposit in each Account within the Second Lien Obligations
Reserve Fund shall be applied by the Trustee as follows:
(1) If on any (x) interest payment date for Second Lien Obligations
secured by an Account within the Second Lien Obligations Reserve Fund, (y) principal
payment date for such Second Lien Obligations or (z) redemption date on which such
Second Lien Obligations are subject to mandatory sinking fund redemption, the amount
on deposit in the applicable Account of the Second Lien Obligations Fund, determined
after taking into account all amounts transferred to such Account of the Second Lien
Obligations Fund in accordance with clauses Ninth and Tenth of Section 5.03(b), and
amounts transferred from the following Funds in the following order of priority, the
Residual Fund, the Capital Expenditures Fund, the Repair and Rehabilitation Fund and
the Toll Revenue Fund in accordance with this Indenture on or prior to such date, is not
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sufficient to pay interest and/or principal and/or the redemption price (excluding any
redemption premium) due on such Second Lien Obligations, then moneys shall be
transferred to the Second Lien Obligations Interest Account and/or the Second Lien
Obligations Principal Account, as applicable, from the applicable Account of the Second
Lien Obligations Reserve Fund which, together with moneys then on deposit in the
applicable Account of the Second Lien Obligations Fund, will be sufficient to pay interest
and/or principal and/or the redemption price (excluding any redemption premium) due on
such Second Lien Obligations on such date. Moneys shall be transferred first to the
Second Lien Obligations Interest Account until such Account, together with any available
funds then on deposit in the Second Lien Obligations Interest Account, is sufficiently
funded with respect to such Second Lien Obligations and thereafter, to the Second Lien
Obligations Principal Account until such Account, together with any available funds then
on deposit in the Second Lien Obligations Principal Account, is sufficiently funded with
respect to such Second Lien Obligations.
(2) Upon the maturity of Second Lien Obligations secured by funds on
deposit in an Account of the Second Lien Obligations Reserve Fund or upon the earlier
redemption of all or any portion of such Second Lien Obligations, the Commission may
direct the Trustee to transfer amounts on deposit in the applicable Account within the
Second Lien Obligations Reserve Fund to the Second Lien Obligations Principal Account
for application to the final payment of principal of all or a portion of the Second Lien
Obligations secured thereby or to an escrow account established for defeasance of such
Second Lien Obligations pursuant to Article X hereof, provided that, if less than all of the
Second Lien Obligations mature or are redeemed, the amount remaining on deposit in
such Account of the Second Lien Obligations Reserve Fund following any such transfer
shall not be less than the Second Lien Obligations Reserve Requirement applicable to the
Second Lien Obligations secured thereby to remain Outstanding.
(3) Except as provided in paragraph (2) above, any amounts on deposit
in an Account of the Second Lien Obligations Reserve Fund in excess of the applicable
Second Lien Obligations Reserve Requirement shall be applied in accordance with
Sections 5.03(c) of this Indenture.
(c) The lien on the Second Lien Obligations Reserve Fund (and all earnings
thereon) shall apply only to the Second Lien Obligations and the related interest of the Holder of
such Second Lien Obligations with respect to amounts on deposit in such Fund from time to
time, and such amounts shall be solely for the benefit of such holder of Second Lien Obligations
until such funds have been disbursed in accordance with this Section. If necessary, the
Commission shall instruct the Trustee to create Accounts within the Second Lien Obligations
Reserve Fund to facilitate compliance with the provisions of this paragraph.
(d) The Second Lien Obligations Reserve Requirement for any Series of
Second Lien Obligations may be permitted or required by the Supplemental Indenture
establishing the Second Lien Obligations Reserve Requirement to be funded in whole or in part
with a Reserve Facility. The terms and conditions for any Reserve Facility shall be set forth in
the Reserve Facility or the Supplemental Indenture establishing the Second Lien Obligations
Reserve Requirement to be met in whole or in part by the Reserve Facility, provided that those
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terms and conditions shall conform to and be consistent with the provisions set forth in this
Section 5.09. The Trustee shall withdraw cash (and liquidate investments to produce cash) and
draw on Reserve Facilities in or with respect to any Account in the Second Lien Obligations
Reserve Fund to fund payments of principal of and interest on Second Lien Obligations
supported by such Account in the Second Lien Obligations Reserve Fund in the manner and in
the order specified herein and in the applicable Supplemental Indenture or Supplemental
Indentures. This Indenture shall not be discharged until all Reserve Facility Costs owing to a
Reserve Facility Provider have been paid in full.
Section 5.10 Subordinate Obligations Reserve Fund.
(a) The Subordinate Obligations Reserve Requirement for those Subordinate
Obligations secured by the Subordinate Obligations Reserve Fund or an Account therein shall be
deposited in the Subordinate Obligations Reserve Fund in an Account solely for the benefit of
those Subordinate Obligations on the dates and in the amounts set forth in the Supplemental
Indenture authorizing the issuance of such Subordinate Obligations; provided, however,
alternatively, the Supplemental Indenture for any Series of Subordinate Obligations may
establish a pooled Subordinate Obligations Reserve Requirement for those Subordinate
Obligations and any one or more subsequently issued Subordinate Obligations with the same
pooled Subordinate Obligations Reserve Requirement, in which case the Subordinate
Obligations Reserve Requirement for the initial issue of such Subordinate Obligations shall be
deposited in the Subordinate Obligations Reserve Fund in an Account solely for the benefit of
those Subordinate Obligations and any additional Subordinate Obligations with the same pooled
Subordinate Obligations Reserve Requirement, and on the date of issuance of any such
additional Subordinate Obligations, there shall be deposited in the Account the amount necessary
to increase the balance in the Account to an amount equal to the Subordinate Obligations
Reserve Requirement for all Subordinate Obligations secured by that Account.
(b) Monies on deposit in each Account within the Subordinate Obligations
Reserve Fund shall be applied by the Trustee as follows:
(1) If on any (x) interest payment date for Subordinate Obligations
secured by an Account within the Subordinate Obligations Reserve Fund, (y) principal
payment date for such Subordinate Obligations or (z) redemption date on which such
Subordinate Obligations are subject to mandatory sinking fund redemption, the amount
on deposit in the applicable Account of the Subordinate Obligations Fund, determined
after taking into account all amounts transferred to such Account of the Subordinate
Obligations Fund in accordance with clauses Twelfth, Thirteenth and Fourteenth of
Section 5.03(b), and amounts transferred from the following Funds in the following order
of priority, the Residual Fund, the Capital Expenditures Fund, the Repair and
Rehabilitation Fund and the Toll Revenue Fund in accordance with this Indenture on or
prior to such date, is not sufficient to pay interest and/or principal and/or the redemption
price (excluding any redemption premium) due on such Subordinate Obligations, then
moneys shall be transferred to the Subordinate Obligations Interest Account and/or the
Subordinate Obligations Principal Account, as applicable, from the applicable Account of
the Subordinate Obligations Reserve Fund which, together with moneys then on deposit
in the applicable Account of the Subordinate Obligations Fund, will be sufficient to pay
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interest and/or principal and/or the redemption price (excluding any redemption
premium) due on such Subordinate Obligations on such date. Moneys shall be
transferred first to the Subordinate Obligations Interest Account until such Account,
together with any available funds then on deposit in the Subordinate Obligations Interest
Account, is sufficiently funded with respect to such Subordinate Obligations and
thereafter, to the Subordinate Obligations Principal Account until such Account, together
with any available funds then on deposit in the Subordinate Obligations Principal
Account, is sufficiently funded with respect to such Subordinate Obligations.
(2) Upon the maturity of Subordinate Obligations secured by funds on
deposit in an Account of the Subordinate Obligations Reserve Fund or upon the earlier
redemption of all or any portion of such Subordinate Obligations, the Commission may
direct the Trustee to transfer amounts on deposit in the applicable Account within the
Subordinate Obligations Reserve Fund to the Subordinate Obligations Principal Account
for application to the final payment of principal of all or a portion of the Subordinate
Obligations secured thereby or to an escrow account established for defeasance of such
Subordinate Obligations pursuant to Article X hereof, provided that, if less than all of the
Subordinate Obligations mature or are redeemed, the amount remaining on deposit in
such Account of the Subordinate Obligations Reserve Fund following any such transfer
shall not be less than the Subordinate Obligations Reserve Requirement applicable to the
Subordinate Obligations secured thereby to remain Outstanding.
(3) Except as provided in paragraph (2) above, any amounts on deposit
in an Account of the Subordinate Obligations Reserve Fund in excess of the applicable
Subordinate Obligations Reserve Requirement shall be applied in accordance with
Section 5.03(c) of this Indenture.
(c) The lien on the Subordinate Obligations Reserve Fund (and all earnings
thereon) shall apply only to the Subordinate Obligations and the related interest of the Holder of
such Subordinate Obligations with respect to amounts on deposit in such Fund from time to time,
and such amounts shall be solely for the benefit of such holder of Subordinate Obligations until
such funds have been disbursed in accordance with this Section. If necessary, the Commission
shall instruct the Trustee to create Accounts within the Subordinate Obligations Reserve Fund to
facilitate compliance with the provisions of this paragraph.
(d) The Subordinate Obligations Reserve Requirement for any Series of
Subordinate Obligations may be permitted or required by the Supplemental Indenture
establishing the Subordinate Obligations Reserve Requirement to be funded in whole or in part
with a Reserve Facility. The terms and conditions for any Reserve Facility shall be set forth in
the Reserve Facility or the Supplemental Indenture establishing the Subordinate Obligations
Reserve Requirement to be met in whole or in part by the Reserve Facility, provided that those
terms and conditions shall conform to and be consistent with the provisions set forth in this
Section 5.10. The Trustee shall withdraw cash (and liquidate investments to produce cash) and
draw on Reserve Facilities in or with respect to any Account in the Subordinate Obligations
Reserve Fund to fund payments of principal of and interest on Subordinate Obligations
supported by such Account in the Subordinate Obligations Reserve Fund in the manner and in
the order specified herein and in the applicable Supplemental Indenture or Supplemental
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Indentures. This Indenture shall not be discharged until all Reserve Facility Costs owing to a
Reserve Facility Provider have been paid in full.
(e) Upon the occurrence of a Bankruptcy Related Event of which the Trustee
shall be notified in writing, any Account within the Subordinate Obligations Reserve Fund that
secures payment of the principal and interest on a Subordinate Obligation in the form of or
securing payment of a TIFIA Loan, will become an Account within the Senior Lien Obligations
Reserve Fund, will be funded on a parity with any other Accounts within the Senior Lien
Obligations Reserve Fund and will be available only to pay principal and interest on the Parity
Obligation in the form of or securing payment of such TIFIA Loan. The Parity Obligation in the
form of or securing payment of a TIFIA Loan will not be secured by any other Account within
the Senior Lien Obligations Reserve Fund.
Section 5.11 Repair and Rehabilitation Fund.
(a) The Trustee shall, in accordance with clause Sixth of Section 5.03(b),
cause amounts in the Toll Revenue Fund, to the extent available, to be deposited into the Repair
and Rehabilitation Fund from time to time in an amount equal to the Scheduled Repair and
Rehabilitation Fund Required Deposit or the Alternative Repair and Rehabilitation Fund
Required Deposit, as applicable. Any amounts on deposit in the Repair and Rehabilitation Fund
certified by the Commission as no longer being needed for Repair and Rehabilitation Fund
Permitted Expenditures shall be applied in accordance with the requirements of Section 5.03(c)
of this Indenture.
(b) On any date on which Repair and Rehabilitation Fund Permitted
Expenditures are due and payable or reasonably expected to become due and payable, monies on
deposit in the Repair and Rehabilitation Fund shall be applied by the Trustee pursuant to a
Written Request of Commission to pay such Repair and Rehabilitation Fund Permitted
Expenditures.
(c) If, after transferring any funds then on deposit in the Residual Fund in
accordance with Section 5.12(c) hereof and in the Capital Expenditures Fund in accordance with
Section 5.07(c) hereof, on the Business Day prior to an interest payment date or principal
payment date, the amount then on deposit in the Senior Lien Obligations Fund, the Second Lien
Obligations Fund or the Subordinate Obligations Fund is insufficient to pay the principal of,
and/or interest on, the related Senior Lien Obligations, Second Lien Obligations and/or
Subordinate Obligations secured thereby then due, the Trustee shall make the following transfers
from amounts on deposit in the Repair and Rehabilitation Fund in the following order of priority;
first, to the Senior Lien Obligations Fund, the amount necessary to pay principal and interest due
and payable on such interest payment date or principal payment date on the Senior Lien
Obligations; second, to the Second Lien Obligations Fund, the amount necessary to pay principal
and interest due and payable on such interest payment date or principal payment date on the
Second Lien Obligations and third, to the Subordinate Obligations Fund, the amount necessary to
pay principal and interest due and payable on such interest payment date or principal payment
date on the Subordinate Obligations.
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Section 5.12 Holding Fund; Commission Loan Fund; Residual Fund;
Surplus Fund.
(a) On each Monthly Funding Date, the Trustee shall, in accordance with
clause Seventeenth of Section 5.03(b), cause amounts in the Toll Revenue Fund, to the extent
available after application of funds for the purposes specified in clauses First through
Seventeenth of Section 5.03(b), to be deposited into the Holding Fund. Such amounts will be
retained in such fund until the following conditions are satisfied (the “Blocked Payment
Conditions”):
(1) No Event of Default shall have occurred and be continuing;
(2) All reserve funds are fully funded;
(3) All required deposits to date have been made to the Repair and
Rehabilitation Fund;
(4) No default exists under the Operating Agreement;
(5) The Commission certifies that it projects senior debt service
coverage for the current, two year historical, and two year projected Calculation Dates of
at least 1.30; and
(6) The Commission certifies that it projects total debt service
coverage for the current, two year historical, and two year projected Calculation Dates of
at least 1.30.
(b) On each Monthly Funding Date, provided the Blocked Payment
Conditions are satisfied, the Trustee cause all amounts on deposit in the Holding Fund to be
deposited in the Commission Loan Fund and on June 1 of each year, the Trustee shall cause any
amounts on deposit in the Commission Loan Fund to be paid to the Commission to retire, to the
extent available, the outstanding amount of the Commission Loan.
(c) On each Monthly Funding Date, the Trustee shall, in accordance with
clause Twentieth of Section 5.03(b), cause amounts in the Toll Revenue Fund, to the extent
available after application of funds for the purposes specified in clauses First through Nineteenth
of Section 5.03(b), to be deposited into the Residual Fund.
(d) If on the Business Day prior to an interest payment date or principal
payment date, the amount then on deposit in the Senior Lien Obligations Fund, the Second Lien
Obligations Fund or the Subordinate Obligations Fund is insufficient to pay the principal of,
and/or interest on, the related Senior Lien Obligations, Second Lien Obligations and/or
Subordinate Obligations secured thereby then due, the Trustee shall make the following transfers
from amounts on deposit in the Holding Fund, the Commission Loan Fund or the Residual Fund
in the following order of priority; first, to the Senior Lien Obligations Fund, the amount
necessary to pay principal and interest due and payable on such interest payment date or
principal payment date on the Senior Lien Obligations; second, to the Second Lien Obligations
Fund, the amount necessary to pay principal and interest due and payable on such interest
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payment date or principal payment date on the Second Lien Obligations and third, to the
Subordinate Obligations Fund, the amount necessary to pay principal and interest due and
payable on such interest payment date or principal payment date on the Subordinate Obligations.
(e) On the Business Day prior to each date for payment of TIFIA Scheduled
Debt Service related to a Subordinate Obligation, after making the transfers described in
subsection (c) above, the Trustee shall transfer from the Commission Loan Fund or Residual
Fund and deposit to the Subordinate Interest Account within the Subordinate Obligations Fund
an amount equal to the shortfall, if any, between (i) the combined TIFIA Mandatory Debt
Service and TIFIA Scheduled Debt Service due and payable on such payment date and (ii) the
amount then on deposit in the Subordinate Interest Account.
(f) On June 1 and December 1 each year prior to the TIFIA Loan Prepayment
Commencement Date and provided the Blocked Payment Conditions have been met, after the
payment of all amounts due on the Commission’s Obligations on such date, the amounts
remaining on deposit in the Residual Fund in excess of the then-current Residual Fund
Scheduled Retained Balance shall be transferred on each such date to the Surplus Fund; provided
that, to the actual knowledge of the Trustee, no Event of Default has occurred and is continuing
hereunder and that there is no shortfall in funding the amounts required by clauses First through
Nineteenth of Section 5.03(c) on such date. On June 1 and December 1 each year, commencing
with the first June 1 or December 1 following the TIFIA Loan Prepayment Commencement
Date, after the payment of all amounts due on the Commission’s Obligations on such date and
repayment of the Commission Loan, the amounts remaining on deposit in the Residual Fund in
excess of the then-current Residual Fund Scheduled Retained Balance shall be transferred on
each such date as follows: (1) while Obligations in the form of or securing payment of a TIFIA
Loan remain Outstanding: (A) fifty percent (50%) to the TIFIA Loan Prepayment Account, and
(B) fifty percent (50%) to the Surplus Fund; or (2) if no TIFIA Loan remains Outstanding, to the
Surplus Fund; provided that, to the actual knowledge of the Trustee, no Event of Default has
occurred and is continuing hereunder and that there is no shortfall in funding the amounts
required by clauses First through Nineteenth of Section 5.03(c) on such date.
(g) Funds on deposit in the Surplus Fund and funds credited to such Fund and
funds paid to the Commission to retire the Commission Loan will not be subject to the lien and
pledge of this Indenture, and the Commission will have the exclusive right to withdraw or
otherwise dispose of or transfer funds on deposit in the Surplus Fund to any account (or to such
Person) as directed by the Commission in writing in its sole discretion.
Section 5.13 Rebate Fund. There shall be deposited in the Rebate Fund
amounts transferred in accordance with clause Second Section 5.03(b). All money at any time
deposited in the Rebate Fund shall be held by the Trustee to satisfy the Rebate Requirement (as
defined in the Tax Certificate) for payment to the United States of America. The Trustee shall
have no responsibility with respect to the Rebate Fund or the Rebate Requirement except to
follow the written instructions of the Commission.
Section 5.14 Senior Lien Obligations Interest Account.
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(a) On each Monthly Funding Date, the Trustee shall, in accordance with
clause Third of Section 5.03(b), cause amounts in the Toll Revenue Fund, to the extent available
after application of funds for the purposes specified in clauses First and Second of Section
5.03(b), and before making any transfers to the Senior Lien Obligations Fund from the Residual
Fund in accordance with Section 5.12(c), from the Capital Expenditures Fund in accordance with
Section 5.07(c), from the Repair and Rehabilitation Fund in accordance with Section 5.11(c) and
from the Senior Lien Obligations Reserve Fund in accordance with Section 5.08(b), in such order
of priority, to be deposited into the Senior Lien Obligations Interest Account.
(b) On the Business Day prior to each date when the interest portion of debt
service on any Senior Lien Obligations shall be due and payable, monies on deposit in the Senior
Lien Obligations Interest Account shall be applied pro rata to the payment of the interest due on
such Senior Lien Obligations in accordance with this Indenture.
Section 5.15 Senior Lien Obligations Principal Account.
(a) On each Monthly Funding Date, the Trustee shall, in accordance with
clause Fourth of Section 5.03(b), cause amounts in the Toll Revenue Fund, to the extent
available after application of funds for the purposes specified in clauses First through Third of
Section 5.03(b), and before making any transfers to the Senior Lien Obligations Fund from the
Residual Fund in accordance with Section 5.12(c), from the Capital Expenditures Fund in
accordance with Section 5.07(c), from the Repair and Rehabilitation Fund in accordance with
Section 5.11(c) and from the Senior Lien Obligations Reserve Fund in accordance with Section
5.08(b), in such order of priority, to be deposited into the Senior Lien Obligations Principal
Account.
(b) On the Business Day prior to each date when the principal portion of debt
service (including any mandatory sinking fund redemption payments) on any Senior Lien
Obligations shall be due and payable, monies on deposit in the Senior Lien Obligations Principal
Account shall be applied pro rata to the payment of the principal portion of such Senior Lien
Obligations in accordance with this Indenture.
Section 5.16 Second Lien Obligations Interest Account.
(a) On each Monthly Funding Date, the Trustee shall, in accordance with
clause Ninth of Section 5.03(b), cause amounts in the Toll Revenue Fund, to the extent available
after application of funds for the purposes specified in clauses First through Seventh of Section
5.03(b), and before making any transfers to the Second Lien Obligations Fund from the Residual
Fund in accordance with Section 5.12(b), from the Capital Expenditures Fund in accordance with
Section 5.07(c), from the Repair and Rehabilitation Fund in accordance with Section 5.11(c) and
from the Second Lien Obligations Reserve Fund in accordance with Section 5.09(b), in such
order of priority, to be deposited into the Second Lien Obligations Interest Account.
(b) On the Business Day prior to each date when the interest portion of debt
service on any Second Lien Obligations shall be due and payable, monies on deposit in the
Second Lien Obligations Interest Account shall be transferred pro rata to the trustee for the
interest due on such Second Lien Obligations in accordance with this Indenture.
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Section 5.17 Second Lien Obligations Principal Account.
(a) On each Monthly Funding Date, the Trustee shall, in accordance with
clause Tenth of Section 5.03(b), cause amounts in the Toll Revenue Fund, to the extent available
after application of funds for the purposes specified in clauses First through Ninth of Section
5.03(b), and before making any transfers to the Second Lien Obligations Fund from the Residual
Fund in accordance with Section 5.12(b), from the Capital Expenditures Fund in accordance with
Section 5.07(c), from the Repair and Rehabilitation Fund in accordance with Section 5.11(c) and
from the Second Lien Obligations Reserve Fund in accordance with Section 5.09(b), in such
order of priority, to be deposited into the Second Lien Obligations Principal Account.
(b) On the Business Day prior to the date when the principal portion of debt
service (including any mandatory sinking fund redemption payments) on any Second Lien
Obligations shall be due and payable, monies on deposit in the Second Lien Obligations
Principal Account shall be transferred pro rata to the trustee for the principal portion of such
Second Lien Obligations in accordance with this Indenture.
Section 5.18 Subordinate Obligations Interest Account.
(a) On each Monthly Funding Date, the Trustee shall, in accordance with
clause Twelfth of Section 5.03(b), cause amounts in the Toll Revenue Fund, to the extent
available after application of funds for the purposes specified in clauses First through Eleventh of
Section 5.03(b), and before making any transfers to the Subordinate Obligations Fund from the
Residual Fund in accordance with Section 5.12(b), from the Capital Expenditures Fund in
accordance with Section 5.07(c), from the Repair and Rehabilitation Fund in accordance with
Section 5.11(c) and from the Subordinate Obligations Reserve Fund in accordance with Section
5.10(b), in such order of priority, to be deposited into the Subordinate Obligations Interest
Account.
(b) On the Business Day prior to the date when the interest portion of debt
service on any Subordinate Obligations shall be due and payable, monies on deposit in the
Subordinate Obligations Interest Account shall be transferred to the trustee for or Holder of such
Subordinate Obligations in accordance this Indenture.
Section 5.19 Subordinate Obligations Principal Account.
(a) On each Monthly Funding Date, the Trustee shall, in accordance with
clauses Thirteenth and Fifteenth of Section 5.03(b), cause amounts in the Toll Revenue Fund, to
the extent available after application of funds for the purposes specified in clauses First through
Eleventh and, to the extent applicable, Thirteenth and Fourteenth, of Section 5.03(b), and before
making any transfers to the Subordinate Obligations Fund from the Residual Fund in accordance
with Section 5.12(b), from the Capital Expenditures Fund in accordance with Section 5.07(c),
from the Repair and Rehabilitation Fund in accordance with Section 5.11(c) and from the
Subordinate Obligations Reserve Fund in accordance with Section 5.10(b), in such order of
priority, to be deposited into the Subordinate Obligations Principal Account.
(b) On the Business Day prior to the date when the interest portion of debt
service on any Subordinate Obligations shall be due and payable, monies on deposit in the
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Subordinate Obligations Principal Account shall be transferred to the trustee for or Holder of
such Subordinate Obligations in accordance this Indenture.
Section 5.20 TIFIA Loan Prepayment Account.
(a) On June 1 and December 1, commencing with the first June 1 or
December 1 following the TIFIA Loan Prepayment Commencement Date, the Trustee shall, in
accordance with Section 5.12(e), transfer fifty percent (50%) of the balance then on deposit in
the Residual Fund to the TIFIA Loan Prepayment Account.
(b) The Trustee shall transfer amounts on deposit in TIFIA Loan Prepayment
Account for application to the prepayment of the applicable Obligations evidencing the TIFIA
Loan in accordance with the provisions of the Supplemental Indenture pursuant to which such
Obligations are issued.
Section 5.21 Establishment and Application of the Redemption Fund. The
Trustee shall establish, maintain and hold in trust a special Fund designated as the “Redemption
Fund.” All moneys deposited by the Commission with the Trustee for the purpose of redeeming
Obligations of any Series (other than pursuant to a mandatory sinking fund redemption) shall,
unless otherwise provided in the Supplemental Indenture establishing the terms and conditions
for such Series Obligations, be deposited in the Redemption Fund. All amounts deposited in the
Redemption Fund shall be used and withdrawn by the Trustee solely for the purpose of
redeeming Obligations of such Series and maturity as shall be specified by the Commission in a
Written Request of the Commission delivered to the Trustee, in the manner, at the times and
upon the terms and conditions specified in the Supplemental Indenture pursuant to which such
Series of Obligations was issued. Such Written Request of the Commission may specify that
amounts on deposit in the Redemption Fund that remain unclaimed for a specified period of time
shall be paid to the Commission, and the Trustee shall pay such unclaimed amounts to the
Commission in accordance with the Written Request of the Commission.
Section 5.22 Records. The Trustee shall cause to be kept and maintained
records pertaining to each Fund and Account held by it and all disbursements therefrom and shall
deliver monthly to the Commission and, for so long as any Obligations in the form of or securing
payment of a TIFIA Loan remain Outstanding, to the TIFIA Lender statements of activity with
respect to such Funds and Accounts, provided that the Trustee shall not be obligated to report as
to any Fund or Account that (a) has a balance of zero and (b) has not had any activity since the
last reporting date.
In addition, the Commission shall cause to be kept and maintained records
pertaining to each Fund and Account held by it and all disbursements therefrom and shall deliver
monthly to the Trustee and, for so long as any Obligations in the form of or securing payment of
a TIFIA Loan remain Outstanding, to the TIFIA Lender statements of activity with respect to
such Funds and Accounts, provided that the Commission shall not be obligated to report as to
any Fund or Account that (a) has a balance of zero and (b) has not had any activity since the last
reporting date.
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Section 5.23 Investment by Trustee. Unless otherwise provided in a
Supplemental Indenture, moneys held by the Trustee in the Funds and Accounts created
hereunder shall be invested and reinvested in Permitted Investments in accordance with the
written instructions of an Authorized Representative.
Unless otherwise specified in the Supplemental Indenture with respect to a Fund
or Account created pursuant to such Supplemental Indenture, all Permitted Investments shall be
held by or under the control of the Trustee and shall be deemed at all times to be a part of the
Fund or Account that was used to purchase the Permitted Investment. Unless otherwise provided
by a Written Request of the Commission or in a Supplemental Indenture with respect to a Fund
or Account created pursuant thereto, all interest, profits and other income received from the
investment of moneys in any Fund or Account held by the Trustee, other than the Rebate Fund
and the Accounts in the Project Fund, shall be transferred to the Toll Revenue Fund when
received. All interest, profits and other income received from the investment of moneys in the
Rebate Fund shall be deposited in the Rebate Fund. All interest, profits and other income
received from the investment of monies in the Operation and Maintenance Fund shall be
deposited in the Operation and Maintenance Fund. All interest, profits and other income
received from the investment of monies in the Surplus Fund shall be deposited in the Surplus
Fund. Unless otherwise provided in a Supplemental Indenture establishing an Account within
the Project Fund, all interest, profits and other income received from the investment of moneys
in an Account within the Project Fund shall be deposited in such Account. Notwithstanding
anything to the contrary contained in this paragraph, an amount of interest received with respect
to any Permitted Investment equal to the amount of accrued interest, if any, paid as part of the
purchase price of such Permitted Investment shall be credited to the Fund or Account from
which such accrued interest was paid.
The Trustee is authorized and directed to cause to be sold or redeemed and
reduced to cash a sufficient amount of Permitted Investments whenever the cash balance in any
Fund or Account is or will be insufficient to make any required disbursement. The Trustee shall
not be responsible for any depreciation in the value of any Permitted Investment or for any loss
resulting from such sale or redemption. Absent a Written Request of the Commission instructing
the Trustee how to invest the cash balance in a Fund or Account held by the Trustee hereunder,
the Trustee shall hold such cash balances uninvested pending its receipt of such a Written
Request of the Commission.
All Permitted Investments credited to the Senior Lien Obligations Reserve Fund,
the Second Lien Obligations Reserve Fund or the Subordinate Obligations Reserve Fund shall be
valued by the Trustee as of each Calculation Date. All Permitted Investments credited to the
Senior Lien Obligations Reserve Fund, the Second Lien Obligations Reserve Fund or the
Subordinate Obligations Reserve Fund shall be valued at their fair market value determined to
the extent practical by reference to the closing bid price thereof published in The Wall Street
Journal or any other financial publication or generally recognized pricing information service
selected by the Trustee in its discretion. The Trustee may use and rely conclusively and without
liability upon any generally recognized pricing information service (including brokers and
dealers in securities) available to it.
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The Commission acknowledges that regulations of the Comptroller of the
Currency grant the Commission the right to receive brokerage confirmations of the security
transactions as they occur, at no additional cost. To the extent permitted by law, the Commission
specifically waives compliance with 12 C.F.R. 12 and hereby notifies the Trustee that no
brokerage confirmations need be sent relating to the security transactions as they occur.
The Trustee or its affiliates may act as sponsor, advisor, principal or agent in the
acquisition or disposition of any investment with the prior written approval of an Authorized
Representative. The Trustee may commingle any of the moneys held by it pursuant to this
Indenture (except for amounts on deposit in the Rebate Fund, the Sales Tax Revenue Bonds
Account within the Project Fund, and any Fund or Account established to hold the proceeds of a
drawing on any Credit Support Instrument) for investment purposes only; provided, however,
that the Trustee shall account separately for the moneys belonging to each Fund or Account
established pursuant to this Indenture and held by it. The Commission shall not commingle the
moneys held by it in the Operation and Maintenance Fund with any other funds held by the
Commission. The Trustee may rely on the investment directions of the Commission as to both
the suitability and legality of the directed investments.
Section 5.24 Subsidy Payments. The Commission irrevocably directs that all
Subsidy Payments with respect to Senior Lien Bonds be made directly to the Trustee for deposit
in the Senior Lien Obligations Interest Account pursuant to this Indenture. The Commission
irrevocably directs that all Subsidy Payments with respect to Second Lien Obligations be made
directly to the Trustee for deposit in the Second Lien Obligations Interest Account pursuant to
this Indenture. The Commission irrevocably directs that all Subsidy Payments with respect to
Subordinate Obligations be made directly to the Trustee for deposit in the Subordinate
Obligations Fund pursuant to this Indenture. Any such Subsidy Payments received by the
Commission shall be promptly remitted to the Trustee. The Trustee shall deposit all such
Subsidy Payments to the applicable Account upon receipt thereof.
Section 5.25 Withdrawal and Application of Funds; Priority of Transfers
from Funds and Accounts.
(a) Except as provided in Sections 5.05, 5.07, 5.08, 5.09, 5.10, 5.11, 5.12,
5.13, 5.14, 5.15, 5.16, 5.17, 5.19, 5.20 and 5.21, each withdrawal or transfer of funds from the
Funds and Accounts by the Trustee on behalf of the Commission in accordance herewith shall be
made pursuant to an executed Funds Transfer Certificate, which certificate shall be provided and
prepared by the Commission in accordance with the terms hereof and shall contain a certification
by the Commission that such withdrawal or transfer complies with the requirements of this
Indenture.
(b) The Funds Transfer Certificate relating to each applicable Fund or
Account shall be delivered to the Trustee (with a copy to the trustee for or Holder of any Second
Lien Obligations or Subordinate Obligations) no later than two (2) Business Days prior to each
date on which funds are proposed to be withdrawn from the applicable Fund or Account or
transferred from a Fund or Account to another Fund or Account in accordance with this
Indenture. The Trustee shall comply with any such Funds Transfer Certificate; provided, that if
the trustee for or Holder of Second Lien Obligations or Subordinate Obligations provides written
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notice to the Trustee, the Commission and the other Secured Creditors that any payment,
withdrawal or transfer of funds is not in compliance with this Indenture or the other Financing
Documents and specifies such non-compliance in such notice, the Commission shall not be
entitled to cause such proposed withdrawal until such time as it has submitted a revised Funds
Transfer Certificate which complies with the terms hereof or thereof.
(c) The Commission shall have the right to withdraw or cause to be
transferred funds from the Operation and Maintenance Fund, the Capital Expenditures Fund and
the Repair and Rehabilitation Fund solely for the purpose of payment of Operation and
Maintenance Expenses, Capital Expenditures Fund Permitted Expenditures or Repair and
Rehabilitation Fund Permitted Expenditures, respectively, at any time without any approval or
consent of the Trustee or any other person.
(d) Each Funds Transfer Certificate requesting a disbursement from an
Account within the Project Fund shall contain the following certifications by the Commission or,
as to paragraph (5), the Commission and the Consulting Engineer:
(1) the names of the persons, firms or corporations to whom each such
payment is due, including the Commission in the case of reimbursements or the Trustee
in the case of payments of capitalized interest;
(2) the respective amounts to be paid or reimbursed to such entities;
(3) the purpose or Project Cost by general classification for which
each such obligation to be paid or reimbursed was incurred;
(4) that obligations in the stated amounts have been incurred by the
Commission and presently are due and payable (except with respect to requisitions for
capitalized interest, in which case amounts requisitioned, together with expected earnings
from investment thereof, do not exceed amounts properly capitalizable as interest related
to projects prior to their completion), or properly are reimbursable to the Commission,
and that each item thereof is a Project Cost, is a proper charge against the applicable
Account in the Project Fund, and has not been paid or reimbursed previously;
(5) after giving effect to the requisition, sufficient funds are and will
be available to the Commission to achieve substantial completion of the applicable
Project on or prior to the applicable Long Stop Date; provided that this certification need
not be provided with respect to requisitions made after the applicable Substantial
Completion Date;
(6) that there has not been filed with or served on the Commission any
notice of lien, right of lien, or attachment upon or claim affecting the right of any person,
firm or corporation named in such requisition to receive payment of any amounts which
has not been released or will not be released simultaneously with the payment of such
obligation; and
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(7) that, as of the date of such Funds Transfer Certificate, no event or
condition exists that constitutes, or that with the notice or lapse of time or both, would
constitute, an Event of Default under this Indenture.
Section 5.26 Effect of Bankruptcy Related Event on TIFIA Loan.
Notwithstanding any other provision to the contrary herein, upon the occurrence of any
Bankruptcy Related Event, Subordinate Obligations in the form of or securing payment of the
TIFIA Loan shall, automatically and without action on the part of the TIFIA Lender or any other
person, immediately become Parity Obligations, and be of equal rank and on a parity with other
Senior Lien Obligations, and the TIFIA Lender shall become and be entitled to all rights of an
owner of Senior Lien Obligations hereunder (including, without limitation, the right of payment
pro rata with other Senior Lien Obligations hereunder).
Upon the occurrence of a Bankruptcy Related Event of which the Trustee shall be
notified in writing, any Account within the Subordinate Obligations Reserve Fund that secures
payment of the principal and interest on a Subordinate Obligation in the form of or securing
payment of a TIFIA Loan, will become an Account within the Senior Lien Obligations Reserve
Fund, will be funded on a parity with any other Accounts within the Senior Lien Obligations
Reserve Fund and will be available only to pay principal and interest on the Parity Obligation in
the form of or securing payment of such TIFIA Loan. The Parity Obligation in the form of or
securing payment of a TIFIA Loan will not be secured by any other Account within the Senior
Lien Obligations Reserve Fund.
The provisions contained in this Section 5.26 and in Sections 1.01, 2.10, 2.12,
5.08(e), 5.10(e) and 7.06(b) of this Indenture with respect to the TIFIA Lender’s right to have the
Subordinate Obligations in the form of or securing payment of the TIFIA Loan become and be
secured as Parity Obligations upon the occurrence of a Bankruptcy Related Event shall be of no
force or effect following the sale of the TIFIA Loan to a non-governmental commercial entity,
but only with respect to that portion of the TIFIA Loan so sold. However, should an assignment
or sale be made to a federal government agency or instrumentality, the Federal government shall
retain the right to have the Subordinate Obligations in the form of or securing payment of the
TIFIA Loan become and be secured as Parity Obligations upon the occurrence of any
Bankruptcy Related Event.
ARTICLE VI
COVENANTS OF THE COMMISSION
Section 6.01 Punctual Payment and Performance. The Commission will
punctually pay the principal of and the interest on (and redemption premiums, if any, to become
due on) its Obligations hereunder in strict conformity with the terms of the Act, this Indenture
and such Obligations, and will faithfully observe and perform all of the agreements and
covenants contained in this Indenture and such Obligations.
Section 6.02 Against Encumbrances. The Commission will not create or
cause or permit to be created any pledge, lien, charge or encumbrance having priority over the
lien of the Senior Lien Obligations upon any part of the Trust Estate, except for Operation and
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Maintenance Expenses payable from Revenue. The Commission will not create or cause or
permit to be created any pledge, lien, charge or encumbrance having parity with the lien of the
Senior Lien Obligations upon any part of the Trust Estate except the lien of Senior Lien
Obligations. The Commission will not create or cause or permit to be created any pledge, lien,
charge or encumbrance having priority over the lien of the Second Lien Obligations upon any
part of the Trust Estate except Senior Lien Obligations. The Commission will not create or
cause or permit to be created any pledge, lien, charge or encumbrance having priority over the
lien of the Subordinate Obligations upon any part of the Trust Estate, except Senior Lien
Obligations, and Second Lien Obligations. The Commission will not create or permit to be
created or issue any Obligations secured by the Trust Estate except as provided in Section 3.03.
Section 6.03 Toll and Revenue Covenants.
(a) The Commission covenants that it shall at all times, beginning in the first
full Fiscal Year following the Substantial Completion Date for the I-15 Express Lanes Project,
establish, levy, maintain and collect tolls in connection with the Toll Road and establish such
charges for use of the property constituting part of the Toll Road, including, without limitation
and as permitted by law, leasehold payments, concession payments, rents and other charges, as
shall be sufficient, collectively, to produce Net Revenue in each Fiscal Year equal to or in excess
of the ratios set forth in each of (1), (2), and (3) below:
(1) one hundred fifty percent (150%) of the Annual Debt Service in
such Fiscal Year on all Outstanding Senior Lien Obligations other than any TIFIA Loans
such TIFIA Loans to be treated as Subordinate Obligations for purposes of the Coverage
Ratio calculation, calculated on the basis of TIFIA Mandatory Debt Service if a TIFIA
Loan is outstanding;
(2) one hundred thirty percent (130%) of the Annual Debt Service in
such Fiscal Year on all Outstanding Senior Lien Obligations, Second Lien Obligations
and Subordinate Obligations, calculated on the basis of TIFIA Mandatory Debt Service if
a TIFIA Loan is outstanding; and
(3) one hundred percent (100%) of the Annual Debt Service in such
Fiscal Year on all Outstanding Obligations, plus the amounts required to be deposited
into the Senior Lien Obligations Reserve Fund, the Second Lien Obligations Reserve
Fund, the Subordinate Obligations Reserve Fund, the Capital Expenditures Fund, and the
Repair and Rehabilitation Fund and any other Fund established by a Supplemental
Indenture to be funded by Revenue.
In making the calculations in (1), (2), and (3) above, the Commission may take into
consideration as a credit against Annual Debt Service any amounts received, or reasonably
expected to be received, in the Fiscal Year from or as a result of any additional security
irrevocably granted or pledged to the Bondholders by the Commission with respect to the
Obligations in accordance with Section 9.01(b) of this Indenture; provided, that if such grant or
pledge is not for the benefit of all Obligations, the amounts expected to be received may only be
taken into account when making the calculation with respect to the Obligations receiving the
benefit of such grant or pledge.
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(b) Beginning in the first full Fiscal Year following the Substantial
Completion Date for the I-15 Express Lanes Project, the Commission covenants: (i) to compute
projected Net Revenue for each Fiscal Year and the projected ratios described in Section
6.03(a)(1), (2) and (3) (each, a “Coverage Ratio”) within ten Business Days after the beginning
of that Fiscal Year (such date of computation being hereinafter referred to as a “Coverage
Calculation Date”); (ii) to furnish promptly to the Trustee a Certificate of the Commission setting
forth the results of such computations; and (iii) if any Coverage Ratio is less than the applicable
requirement of Section 6.03(a), to take such action as promptly as practicable after the Coverage
Calculation Date (including, without limitation, increasing Toll Revenues through toll increases)
as the Commission projects is necessary to cause each projected Coverage Ratio for each Fiscal
Year to equal or exceed the requirement of Section 6.03(a) for each such Fiscal Year.
Within 60 days after the end of each Fiscal Year (beginning with the first full Fiscal Year
following the Substantial Completion Date for the I-15 Express Lanes Project), the Commission
will file with the Trustee a report setting forth the Net Revenue for such Fiscal Year. The failure
of toll rates to yield an amount sufficient to achieve each Coverage Ratio shall not be deemed to
constitute an Event of Default so long as the Commission complies with the requirements set
forth below in this Section 6.03(b). If any such report indicates that the Net Revenue for such
Fiscal Year was less than the amount required pursuant to Section 6.03(a), then as soon as
practicable after delivering such report to the Trustee and, while there are Outstanding
Obligations in the form of or securing payment of a TIFIA Loan, the TIFIA Lender, the
Commission shall employ a Traffic Consultant to review and analyze the operations of the Toll
Road and to submit to the Board, as soon as practicable (but not later than such date as will
enable the Board to act upon it within 180 days after the end of the Fiscal Year in question), a
written report which shall include the actions that the Traffic Consultant recommends should be
taken by the Commission with respect to (i) revising the toll rates, (ii) altering its methods of
operation, or (iii) taking other action projected to produce the amount so required to comply in
each year with each Coverage Ratio (or, if less, the maximum amount deemed feasible by the
Traffic Consultant and that the Traffic Consultant estimates will not adversely affect the amount
of Net Revenue). Promptly upon its receipt of such written report (and, in any case, within 180
days after the end of the Fiscal Year in question), after giving due consideration thereto, the
Commission will revise the toll rates, as permitted by law, alter its methods of operation, or take
such other action as it deems appropriate. Such revisions, alterations, or actions need not comply
with the recommendations of the Traffic Consultant so long as Net Revenue projected by the
Traffic Consultant to be produced by the revisions, alterations or actions then taken by the
Commission are at least equal to the amount required hereinabove. The Trustee shall have no
responsibility to review any written report received pursuant to this Section 6.03(b).
(c) The Commission further covenants that such toll rates for traffic using the
Toll Road will be established and maintained in a reasonable way to cover all traffic (other than
vehicles used for maintaining the Toll Road; police, fire, and other public emergency vehicles;
buses owned and operated by any public agency; vehicles with multiple passengers or which
allow for a limited number of passengers, including motorcycles, according to policies
determined by the State or the Commission; electric, hybrid-electric and other vehicles that meet
emission-reduction policies determined by the State or the Commission; vehicles which are
otherwise exempt from payment of tolls under State or federal law; and any vehicles during a
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public emergency declared by the Commission) consistent with the requirements hereof, but with
such classifications as the Commission may deem appropriate.
(d) Notwithstanding any provision to the contrary, nothing in this Section 6.03
shall be deemed to require the Commission to collect tolls and other fees with respect to which
the Commission has determined, based upon a report from a Traffic Consultant, that the costs of
collection would exceed the amount of tolls and other fees expected to be collected; and
provided further that nothing contained in this Section 6.03 shall prevent the Commission from
temporarily reducing or eliminating tolls and other fees in connection with programs which it
intends to use to increase Net Revenue.
(e) If a TIFIA Loan is outstanding, and the commission fails for 18 months to
meet the required Coverage Ratios, the Commission shall immediately be required to apply
amounts in the Holding Fund to prepay pro rata such Outstanding TIFIA Loan amounts in
amounts equal to the lesser of (i) the amount necessary to regain compliance with the required
Coverage Ratios and (ii) the amount on deposit in the Holding Fund. Prepayments shall continue
pursuant to this subsection (e) until compliance with the required Coverage Ratios is regained.
Any failure to meet the Coverage Ratios will not by itself constitute an Event of Default. If the
prepayment is applied in inverse order of maturity, the impact of this provision shall be muted.
Section 6.04 Annual Budget; Financial Plan. The Commission covenants
that, for each Fiscal Year, it will take such actions as may be required of it to prepare and will
adopt an annual budget in accordance with applicable law, including the Act, and the Toll
Agreements. The Commission further covenants that it will provide to the Trustee (A) no later
than 30 days prior to the commencement of each Fiscal Year, an operating plan and a
preliminary budget, and (B) not later than the first day of each Fiscal Year, a copy of the
Commission’s final budget (such copy of the final budget being referred to herein as the “Annual
Operating Budget”). The Commission further covenants that it will provide to the Trustee a
copy of the Commission’s Financial Plans concurrently with their submission to the TIFIA
Lender. The Trustee shall have no responsibility to review such preliminary budget, Annual
Operating Budget or Financial Plan and shall only retain such documents as a repository for the
holders of the Obligations.
Section 6.05 Operation and Maintenance of the Toll Road. The Commission
covenants and agrees that it has taken, and, so long as any Obligations are Outstanding, that it
will take, all steps necessary to ensure that it will continue to have lawful right and lawful power
to operate and maintain the Toll Road as a revenue-producing facility and that it will impose and
collect tolls on the Toll Road consistent with its obligations under the Act and the Toll
Agreements. The Commission covenants and agrees to at all times operate the Toll Road in
accordance with the requirements of the Act and the Toll Agreements. The Commission further
covenants and agrees that it will pay all Operation and Maintenance Expenses and keep the Toll
Road in good repair in accordance with customary business practices and the Maintenance
Standards (as defined in the Toll Facility Agreement). The Commission further covenants that,
should any Obligations remain Outstanding following the expiration of the Commission’s
authorization to impose tolls on the Toll Road, and should the Commission project that, within
five calendar years such authorization will expire with Obligations remaining Outstanding, the
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Commission will petition the Legislature of the State to extend its authorization to impose such
tolls.
Section 6.06 Retention of Assets. Subject to the provisions of the Act and the
Toll Agreements, the Commission covenants not to sell, lease or otherwise dispose of assets
necessary to operate the Toll Road in the manner and at the levels of activity required to enable it
to perform its covenants contained herein, including, without limitation, the covenants contained
in Section 6.03 and Section 6.05.
Section 6.07 Insurance. The Commission covenants to carry at all times
insurance (including reasonable self-insurance) or cause insurance to be carried (including by the
Design-Build Contractor, its subcontractors and the Toll Operator) with responsible insurance
and/or reinsurance companies authorized and qualified to do business in (or with companies duly
authorized and qualified to do business in) the State and to assume the risks thereof consistent
with insurance requirements of all agreements entered into by the Commission in connection
with the design, construction, operation and maintenance of each Project until the Substantial
Completion Date therefor, and after the Substantial Completion of the I-15 Express Lanes
Project, of the Toll Road.
Nothing contained herein shall be deemed or construed to prevent the
Commission from maintaining policies of insurance with respect to the Toll Road in which
parties other than the Commission are named as dual obligee beneficiaries, provided that such
other parties shall be limited to Caltrans, the Trustee, the TIFIA Lender, contractors constructing
Special Projects and persons supplying toll collection and revenue management system
equipment or facilities. Upon request of the Trustee, the Commission shall provide the Trustee
with an officer’s certificate stating that it is in compliance with this Section 6.07.
Section 6.08 Payment of Claims. The Commission will pay and discharge any
and all lawful claims that, if unpaid, might become a charge or lien upon the Trust Estate or any
part thereof, prior to or on a parity with the charge and lien upon the Revenue securing the
Obligations Outstanding hereunder.
Section 6.09 Receipt and Deposit of Cash Advances. The Commission
covenants and agrees that, immediately upon receipt of cash advances representing deposits
against future toll payments from users or potential users of the Toll Road by or on behalf of the
Commission, it will (i) deposit and hold, or cause to be deposited and held, such moneys in a
special account, separate from other assets of the Commission, and cause such moneys to be
deposited with and held by a bank or trust company (which may be the Trustee), (ii) invest such
moneys only in Permitted Investments of the type described in clauses (i), (ii), (iii), (iv), (v), (vi),
(ix), (xii), (xvii) or (xviii) of the definition thereof, maturing within thirty (30) days from the date
of the investment, and (iii) promptly, and in any event within seven Business Days after such
deposits become tolls, transfer or cause the transfer of moneys from such account for credit to
the Toll Revenue Fund. The Commission further covenants and agrees that it will not enter into
any agreement pursuant to which cash advances received by any other person, business
organization or governmental entity may be applied to the payment of tolls unless such person,
business organization or governmental entity, as the case may be, has agreed to take such actions
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as the Commission may determine are reasonably necessary to assure that the Commission will
receive timely payment of such tolls.
Section 6.10 Toll Agreements. The Commission hereby covenants and agrees
that it has all lawful right and power to enter into the Toll Agreements and that it shall perform
all of its material obligations and exercise all of the powers granted to it thereunder (including
but not limited to the Commission’s powers to enforce performance by the counterparty to each
such Toll Agreement of such counterparty’s obligations thereunder) as the Commission may, in
its reasonable judgment, determine are necessary to complete or cause the Substantial
Completion and final completion of the portions of the I-15 Express Lanes Project comprising
the Toll Road in accordance with the CIP Plan, to allow the Toll Road to be opened to vehicular
traffic, and to commence and continue collection of tolls established pursuant to Section 6.03 of
this Indenture. The Commission hereby covenants and agrees to employ the design-build
method of procurement in connection with the construction of the initial phase of the I-15
Express Lanes Project, in accordance with the CIP Plan.
Section 6.11 Construction and Maintenance From Other Sources
Permitted. Notwithstanding any provision to the contrary in this Indenture, the Commission
may, in accordance with the Act and other applicable laws, construct, reconstruct, rehabilitate,
improve, acquire, lease, operate, or maintain, or any combination of these, both tolled and
nontolled facilities, structures, onramps, connector roads, bridges, and roadways that are on,
necessary for, or related to the construction or operation of the Toll Road using any funds legally
available therefore, including, without limitation and as applicable, Sales Tax Revenues,
proceeds of Sales Tax Revenue Bonds and federal, State and local grants, loans and matching
funds. Notwithstanding any other provision of this Indenture, the United States of America, the
State or any of their respective agencies, departments or political subdivisions may construct,
reconstruct, rehabilitate, improve, acquire, lease, operate, maintain, or any combination of these,
both tolled and nontolled facilities, structures, onramps, connector roads, bridges, and roadways
related to or competing with the I-15 Express Lanes Project or to pay for all or any part of the
cost thereof. The Commission has no power or authority to grant, permit, prohibit, prevent or
interfere with any such actions.
Section 6.12 Tax Covenants.
(a) The Commission shall not use or permit the use of any proceeds of the
Obligations or any funds of the Commission, directly or indirectly, to acquire any securities or
obligations that would cause the interest on Obligations intended by the Commission to be
exempt from federal income taxation to become subject to federal income taxation, and shall not
take or permit to be taken any other action or actions that would cause any such Obligations to be
an “arbitrage bond” within the meaning of Section 148 of the Code or “federally guaranteed”
within the meaning of Section 149(b) of the Code and any such applicable regulations
promulgated from time to time thereunder. The Commission shall observe and not violate the
requirements of Section 148 of the Code and any such applicable regulations. The Commission
shall comply with all requirements of Sections 148 and 149(b) of the Code to the extent
applicable to Obligations. In the event that at any time the Commission is of the opinion that for
purposes of this Section 6.03(a) it is necessary to restrict or to limit the yield on the investment
of any moneys held by the Trustee under this Indenture, the Commission shall so instruct the
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Trustee under this Indenture in writing, and the Trustee shall take such action as may be
reasonably necessary in accordance with such instructions.
(b) The Commission covenants to comply with the provisions and procedures
of each Tax Certificate.
(c) The Commission shall not, and shall not cause the Trustee to, use or
permit the use of any proceeds of the Obligations or any funds of the Commission (so long as
such proceeds or other funds are under its control), directly or indirectly, in any manner, and
shall not take or omit to take any action that would cause any of the Obligations to be treated as
an obligation not described in Section 103(a) of the Code if such Obligations were, when
originally issued, intended by the Commission to be obligations described in Section 103(a) of
the Code.
(d) Notwithstanding any provisions of this Section 6.12 or any Tax
Certificate, if the Commission shall provide to the Trustee an Opinion of Bond Counsel to the
effect that any specified action required under this Section 6.12 is no longer required or that
some further or different action is required to maintain the exclusion from gross income for
federal income tax purposes of interest on any Obligations, the Trustee and the Commission may
conclusively rely on such opinion in complying with the requirements of this Section, and,
notwithstanding any other provision of this Indenture or any Tax Certificate, the covenants
hereunder shall be deemed to be modified to that extent.
(e) The Trustee shall follow the directions of the Commission given pursuant
to the Tax Certificate, and shall have no liability or responsibility to enforce compliance by the
Commission with the terms of the Tax Certificate.
Section 6.13 Accounting Records; Financial Statements and Other Reports.
(a) The Commission shall keep appropriate accounting records in accordance
with generally accepted accounting principles. Such accounting records shall at all times during
business hours be subject to the inspection of the Trustee or of any Holder (or its representative
authorized in writing).
(b) The Commission shall prepare and file with the Trustee annually within
210 days after the close of each Fiscal Year financial statements of the Commission for such
Fiscal Year, together with an audit report thereon prepared by an Independent Certified Public
Accountant. The Trustee shall have no duty to review, verify or analyze such audit report and
financial statements and shall hold such audit report and financial statements solely as a
repository for the benefit of the holders of the Obligations. The Trustee shall not be deemed to
have notice of any information contained therein or default or Event of Default which may be
disclosed therein in any manner.
Section 6.14 Protection of Trust Estate and Rights of Holders. The
Commission shall preserve and protect the Trust Estate and the security of the Obligations issued
hereunder and the rights of the holders of such Obligations and will warrant and defend their
rights against all claims and demands of all persons. From and after the sale and delivery of any
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Senior Lien Obligations, Second Lien Obligations or Subordinate Obligations by the
Commission, such Obligations shall be incontestable by the Commission.
Section 6.15 Payment of Governmental Charges and Compliance with
Governmental Regulations. The Commission shall pay and discharge all taxes or payments in
lieu of taxes, assessments and other governmental charges or liens that may be levied, assessed
or charged upon the Revenue, or any part thereof, promptly as and when the same shall become
due and payable, except that the Commission shall not be required to pay any such governmental
charges so long as the application or validity thereof shall be contested in good faith and the
Commission shall have set aside reserves to cover such payments.
Section 6.16 Maintenance of Powers. The Commission covenants that it will
at all times use its best efforts to maintain the powers, rights, functions, duties and obligations
now reposed on it pursuant to the Act and all other laws and the Toll Facility Agreement and will
not at any time voluntarily do, suffer or permit any act or thing the effect of which would be to
hinder, delay or imperil either the payment of the indebtedness evidenced by any of the
Obligations hereunder or Credit Support Instruments relating thereto or the performance or
observance of any of the covenants herein contained.
Section 6.17 Covenants Binding on Commission and Successors. All
covenants, stipulations, obligations and agreements of the Commission contained in this
Indenture shall be deemed to be covenants, stipulations, obligations and agreements of the
Commission to the full extent authorized or permitted by law. If the powers or duties of the
Commission shall hereafter be transferred by amendment of the Act or a new act or any
provision of the Constitution or any other law of the State or in any other manner there shall be a
successor to the Commission, and if such transfer shall relate to any matter or thing permitted or
required to be done under this Indenture by the Commission then the entity that shall succeed to
such powers or duties of the Commission shall act and be obligated in the place and stead of the
Commission as in this Indenture provided, and all such covenants, stipulations, obligations and
agreements shall be binding upon the successor or successors thereof from time to time and upon
any officer, board, body or commission to whom or to which any power or duty affecting such
covenants, stipulations, obligations and agreement shall be transferred by or in accordance with
law.
Section 6.18 Continuing Disclosure. Upon the issuance of any Series of
Obligations, or upon conversion of any Series of Obligations to an interest rate period, requiring
an undertaking regarding continuing disclosure under Rule 15c2-12, the Commission hereby
covenants and agrees that it will execute and deliver a Continuing Disclosure Agreement with
respect to such Series of Obligations and comply with and carry out all of the provisions of such
Continuing Disclosure Agreement applicable to it. Notwithstanding any other provision of this
Indenture, failure of the Commission to comply with the provisions of any Continuing
Disclosure Agreement shall not constitute an Event of Default under this Indenture; provided,
however, that the Trustee, at the request of any Participating Underwriter or the Owner of an
Outstanding Obligation, shall (but only to the extent that the Trustee is indemnified to its
satisfaction from any liability or expense, including fees and expenses of its attorneys) or any
Owner or Beneficial Owner of an Obligation may, take such actions as may be necessary and
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appropriate, including seeking mandate or specific performance by court order to cause the
Commission to comply with its obligations under this Section.
Section 6.19 Further Assurances. The Commission will adopt, deliver,
execute and make any and all further assurances, instruments and resolutions as may be
reasonably necessary or proper to carry out the intention or to facilitate the performance hereof
and for the better assuring and confirming unto the Holders of the rights and benefits provided
herein.
ARTICLE VII
DEFAULT PROVISIONS AND REMEDIES
Section 7.01 Events of Default. Any one of the following and any other event
specified in a Supplemental Indenture as an Event of Default shall constitute an Event of Default
hereunder:
(a) default in the payment of any interest on any Highest Priority Obligation
when and as the same shall have become due and payable;
(b) default in the payment of the principal of or premium, if any, on any
Highest Priority Obligation when and as the same shall become due and payable, whether at the
stated maturity or redemption date thereof or otherwise;
(c) default by the Commission in the observance or performance of any other
covenant or agreement of the Commission contained in this Indenture and the continuance
thereof for a period of sixty (60) days after written notice thereof to the Commission given by the
Trustee;
(d) if the Commission files a petition in voluntary bankruptcy for the
composition of its affairs or for its corporate reorganization under any state or federal bankruptcy
or insolvency law, or makes an assignment for the benefit of creditors, or admits in writing to its
insolvency or inability to pay debts as they mature, or consents in writing to the appointment of a
trustee or receiver for itself;
(e) if a court of competent jurisdiction shall enter an order, judgment or
decree declaring the Commission insolvent, or adjudging it bankrupt, or appointing a trustee or
receiver of the Commission, or approving a petition filed against the Commission seeking
reorganization of the Commission under any applicable law or statute of the United States of
America or any state thereof, and such order, judgment or decree shall not be vacated or set aside
or stayed within sixty (60) days from the date of the entry thereof; or
(f) if, under the provisions of any other law for the relief or aid of debtors,
any court of competent jurisdiction shall assume custody or control of the Commission or of the
Revenue, and such custody or control shall not be terminated within sixty (60) days from the
date of assumption of such custody or control.
The Commission shall notify the Trustee of the occurrence of a Bankruptcy Related
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Event or an Event of Default within five (5) Business Days after the Commission learns of the
occurrence. If the Trustee has actual knowledge, or is notified by the Commission or a
Bondholder, of the occurrence of an Event of Default or a Bankruptcy Related Event hereunder,
the Trustee shall provide prompt written notice of the occurrence of such Event of Default or
Bankruptcy Related Event to the Commission and all Bondholders.
Section 7.02 Application of Revenue and Other Funds After Default. If an
Event of Default shall occur and be continuing, the Trust Estate shall be under the control of and
applied by the Trustee as follows and in the following order:
(a) first, to the payment of all fees, costs and other expenses (including the
reasonable fees, costs and expenses of counsel and actual fees, costs and expenses due and
payable by the Commission pursuant to the indemnity required by Section 7.06(c)) owed to the
Trustee, and then to the pro rata payment of all costs and other expenses (including the
reasonable fees, costs and expenses of counsel) owed to the trustee or Holder of any Obligations
in connection with the performance of their obligations under the Financing Documents,
including to the TIFIA Lender under the applicable TIFIA Loan Agreement, to which they are a
party and the consummation of the transactions contemplated thereby (in each case to the extent
not previously satisfied);
(b) second, to the payment of Operation and Maintenance Expenses;
(c) third, to the pro rata payment of all accrued and unpaid interest (but not
default interest, if any) on all Senior Lien Obligations then Outstanding, in each case in the order
of maturity of the payments thereof;
(d) fourth, to the pro rata payment of all unpaid principal amounts of any
Senior Lien Obligations then due;
(e) fifth, to the pro rata payment of all accrued and unpaid default interest
then due, if any, with respect to any Senior Lien Obligations, and scheduled payments due under
any related Hedging Obligations, if any, net of any scheduled amounts payable to the
Commission with respect to scheduled Hedging Obligations under Qualified Swap Agreements;
(f) sixth, to the pro rata payment of all accrued and unpaid redemption or
prepayment premium then due, if any, with respect to any Senior Lien Obligations;
(g) seventh, to the pro rata payment of all other amounts, if any, due and
payable under any Financing Document with respect to any Senior Lien Obligations;
(h) eighth, to the pro rata payment of all accrued and unpaid interest (but not
default interest, if any) on all Second Lien Obligations;
(i) ninth, if any unpaid principal of any Second Lien Obligations has become
due, to the pro rata payment of such unpaid principal amounts;
(j) tenth, to the pro rata payment of all accrued and unpaid default interest
then due, if any, with respect to any Second Lien Obligations and scheduled payments due under
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any related Hedging Obligations, if any, net of any scheduled amounts payable to the
Commission with respect to scheduled Hedging Obligations under Swaps;
(k) eleventh, to the pro rata payment of all accrued and unpaid redemption or
prepayment premium then due, if any, with respect to any Second Lien Obligations;
(l) twelfth, to the pro rata payment of all other amounts, if any, due and
payable under any Financing Document with respect to any Second Lien Obligations;
(m) thirteenth, to the pro rata payment of all accrued and unpaid interest (but
not default interest, if any) on all Subordinate Obligations;
(n) fourteenth, if any unpaid principal of any Subordinate Obligations has
become due, to the pro rata payment of such unpaid principal amounts;
(o) fifteenth, to the pro rata payment of all accrued and unpaid default interest
then due, if any, with respect to any Subordinate Obligations and scheduled payments due under
any related Hedging Obligations, if any, net of any scheduled amounts payable to the
Commission with respect to scheduled Hedging Obligations under Swaps;
(p) sixteenth, to the pro rata payment of all accrued and unpaid redemption or
prepayment premium then due, if any, with respect to any Subordinate Obligations;
(q) seventeenth, to the pro rata payment of all other amounts, if any, due and
payable under any Financing Document with respect to any Subordinate Obligations;
(r) eighteenth, to the payment of any Hedging Termination Obligations with
respect to Qualified Swap Agreements or Swaps; and
(s) nineteenth, upon the payment in full of all Secured Obligations in
accordance with clauses first through eighteenth hereof, to pay to the Commission, or as may be
directed by the Commission, or as a court of competent jurisdiction may direct, any Revenue or
other funds then remaining in the Trust Estate.
Section 7.03 No Acceleration. There shall be no right of acceleration with
respect to the Obligations.
Section 7.04 Suits at Law or in Equity and Mandamus. In case one or more
Events of Default shall occur, then and in every such case the Trustee may, and shall at the
request of the Holders of not less than a majority of the Bond Obligation of the Highest Priority
Obligations then Outstanding (or such greater percentage of the Holders of Highest Priority
Obligations as may be specified in the Supplemental Indenture) upon receiving indemnity
reasonably satisfactory to it, potentially including indemnity provided by such Holders (subject
to Section 7.06(c)), proceed to protect and enforce Bondholder rights by such appropriate
judicial proceeding as shall be deemed most effectual to protect and enforce any such right,
either by suit in equity or by action at law, whether for the specific performance of any covenant
or agreement contained in this Indenture, or in aid of the exercise of any power granted in this
Indenture, or to enforce any other legal or equitable right vested in the holders of Obligations by
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this Indenture or such Obligations or by law. The provisions of this Indenture shall constitute a
contract with each and every Bondholder and the duties of the Commission shall be enforceable
by the Trustee on behalf of any Bondholder by mandamus or other appropriate suit, action or
proceeding in any court of competent jurisdiction. Nothing herein shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any Bondholder any plan of
reorganization, arrangement, adjustment, or composition affecting the Obligations or the rights
of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in
any such proceeding without the approval of the Holders so affected.
Section 7.05 Waivers. No delay or omission to exercise any right or power
accruing upon any Event of Default shall impair any such right or power or shall be construed to
be a waiver of any such Event of Default or acquiescence therein and every such right and power
may be exercised from time to time and as often as may be deemed expedient. No waiver of any
Event of Default hereunder shall extend to or shall affect any subsequent Event of Default or
shall impair any rights or remedies consequent thereon.
Section 7.06 Rights of Subordinate Lenders.
(a) Nothing in this Article VII or elsewhere in this Indenture shall be
construed to limit or preclude the exercise of any rights or remedies reserved by the trustee for
the Second Lien Obligations or by the trustee for or Holder of any Subordinate Obligations;
(b) Upon the occurrence of a Bankruptcy Related Event, if the TIFIA Loan is
then outstanding the TIFIA Lender may request, and the Trustee shall, upon receiving indemnity
reasonably satisfactory to it from the Commission, proceed to protect and enforce the TIFIA
Lender’s rights by such appropriate judicial proceeding as shall be deemed most effectual to
protect and enforce any such right, either by suit in equity or by action at law, whether for the
specific performance of any covenant or agreement contained in this Indenture, or in aid of the
exercise of any power granted in this Indenture, or to enforce any other legal or equitable right
vested in the TIFIA Lender as a third-party beneficiary by this Indenture or by law. The
provisions of this Indenture shall constitute a contract with the TIFIA Lender and the duties of
the Commission shall be enforceable by the Trustee on behalf of the TIFIA Lender by
mandamus or other appropriate suit, action or proceeding in any court of competent jurisdiction.
Nothing herein shall be deemed to authorize the Trustee to authorize or consent to or accept or
adopt on behalf of the TIFIA Lender any plan of reorganization, arrangement, adjustment, or
composition affecting the TIFIA Loan or the rights of the TIFIA Lender, or to authorize the
Trustee to vote in respect of the claim of the TIFIA Lender in any such proceeding without the
approval of the TIFIA Lender.
(c) The Commission agrees to provide adequate indemnity to the Trustee on
behalf of the TIFIA Lender in accordance with this Section 7.06; provided that such indemnity
shall be provided from Revenues in accordance with the provisions of this Indenture; and
provided, further, that in no event shall such indemnity exceed the amount of indemnity that the
Commission is required to provide the TIFIA Lender pursuant to the applicable TIFIA Loan
Agreement; and provided, further, that in no event shall the Trustee be required to continue to
protect and enforce the TIFIA Lender’s rights if it does not receive adequate indemnity to
proceed.
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ARTICLE VIII
THE TRUSTEE
Section 8.01 Trustee. (a) U.S. BANK NATIONAL ASSOCIATION, will serve
as the Trustee under this Indenture. The Trustee shall be required to perform such duties and
only such duties as are specifically set forth in this Indenture. The Trustee shall, during the
existence of any Event of Default (that has not been cured), exercise such of the rights and
powers vested in it by this Indenture, and use the same degree of care and skill in their exercise,
as reasonable persons would exercise or use under the circumstances in the conduct of their own
affairs. The Trustee accepts the duties imposed upon it hereunder and agrees, particularly: (i) to
hold all sums held by it for the payment of the principal and Purchase Price of, premium, if any,
or interest on the Obligations in trust for the benefit of the Holders of the Obligations as provided
herein until such sums shall be paid to such Holders of such Obligations or otherwise disposed of
as herein provided; (ii) to authenticate and cancel Obligations as provided herein; (iii) to perform
its obligations under this Indenture; and (iv) to keep such books and records relating to its duties
as Trustee as shall be consistent with reasonable industry practice and to make such books and
records available for inspection by the Commission at all reasonable times upon reasonable
notice.
The Commission shall cause the necessary arrangements to be made and to be
thereafter continued whereby: (i) funds derived from the sources specified in this Indenture will
be made available at the Principal Office of the Trustee for the timely payment of principal and
Purchase Price of, premium, if any, and interest on the Obligations; (ii) Obligations shall be
made available for authentication, exchange and registration of transfer by the Trustee at the
Principal Office of the Trustee; and (iii) the Trustee shall be furnished such records and other
information, at such times, as shall be required to enable the Trustee to perform the duties and
obligations imposed upon it hereunder.
(b) No provision of this Indenture shall be construed to relieve the Trustee
from liability for its own negligent action or its own negligent failure to act, except that, at all
times regardless of whether or not any Event of Default shall exist: (i) the duties and obligations
of the Trustee shall be determined solely by the express provisions of this Indenture, and the
Trustee shall not be liable except for the performance of such duties and obligations as are
specifically set forth in this Indenture, and no implied covenants or obligations shall be read into
this Indenture against the Trustee; (ii) in the absence of bad faith on the part of the Trustee, the
Trustee may conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon any certificate, notice, order, requisition, request, consent or
opinion furnished to the Trustee conforming to the requirements of this Indenture; but in the case
of any such certificate, notice, order, requisition, request, consent or opinion which by any
provision hereof is specifically required to be furnished to the Trustee, the Trustee shall be under
a duty to examine the same to determine whether or not it, on its face, conforms to the
requirements of this Indenture; (iii) the Trustee shall not be liable for any error of judgment made
in good faith unless it shall be proved that the Trustee was negligent in ascertaining the pertinent
facts; and (iv) the Trustee shall not be liable with respect to any action taken or omitted to be
taken by it in good faith in accordance with the direction of the Holders of not less than a
majority, or such larger or smaller percentage as may be required hereunder, in Bond Obligation
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of the Highest Priority Obligations at the time Outstanding relating to the time, method and place
of conducting any proceeding for any remedy available to the Trustee or exercising any trust or
power conferred upon the Trustee under this Indenture. The permissive right of the Trustee to do
things enumerated in this Indenture as a right shall not be construed as a duty and the Trustee
shall not be answerable for other than its negligence or willful misconduct.
(c) None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur individual financial liability in the
performance of any of its duties or in the exercise of any of its rights or powers. The Trustee
shall not be required to give any bond or surety in respect of the execution of the said trusts and
powers or otherwise in respect of the premises. Before taking any action under this Indenture
relating to an Event of Default or taking any other action (other than making payments of
principal and interest in accordance with the provisions of this Indenture) hereunder, the Trustee
may require that indemnity reasonably satisfactory to it be furnished for the reimbursement of all
expenses to which it may be put and to protect it against all liability.
(d) No delivery of Obligations to the Trustee or purchase of Obligations by
the Trustee shall constitute a redemption of Obligations or any extinguishment of the debt
represented thereby, unless such Obligations are surrendered by the Commission to the Trustee
for cancellation pursuant to this Indenture.
(e) The Trustee shall not be accountable for the use or application by the
Commission of the proceeds of the Obligations or for the use or application of any money paid
over to the Commission by the Trustee in accordance with the provisions of this Indenture. The
Trustee shall have no responsibility or liability with respect to any information, statements or
recitals in any offering memorandum or other disclosure material prepared or distributed with
respect to the issuance of the Obligations other than information provided by the Trustee for use
therein, if any.
(f) Whenever in the administration of this Indenture the Trustee shall deem it
necessary or desirable that a matter be provided or established prior to taking or suffering any
action to be taken hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or willful misconduct on the part of
the Trustee, be deemed to be conclusively proved and established by a Certificate of the
Commission and delivered to the Trustee and such certificate, in the absence of negligence or
willful misconduct on the part of the Trustee, shall be full warrant to the Trustee for any action
taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof.
(g) The Trustee may elect to accept and act upon instructions or directions
pursuant to this Indenture sent by facsimile or Electronic means, provided, however, that, the
Trustee shall have received an incumbency certificate listing persons designated to give such
instructions or directions and containing specimen signatures of such designated persons, which
such incumbency certificate shall be amended and replaced whenever a person is to be added or
deleted from the listing. If the Commission elects to give the Trustee facsimile or Electronic
instructions and the Trustee in its discretion elects to act upon such instructions, the Trustee’s
understanding of such instructions shall be deemed controlling in the absence of its negligence or
willful misconduct. The Trustee shall not be liable for any losses, costs or expenses arising
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directly or indirectly from the Trustee’s reliance upon and compliance with such instructions
notwithstanding such instructions conflict or are inconsistent with a subsequent written
instruction. In the absence of negligence or willful misconduct by the Trustee, the Commission
agrees to assume all risks arising out of the use of such facsimile or Electronic methods to submit
instructions and directions to the Trustee, including without limitation the risk of the Trustee
acting on unauthorized instructions, and the risk of interception and misuse by third parties.
Section 8.02 Compensation and Indemnification of Trustee. The
Commission shall: (i) pay the Trustee reasonable compensation (which, to the extent permitted
by applicable law, shall not be limited by any law limiting the compensation of the trustee of an
express trust); (ii) pay or reimburse the Trustee upon request for all reasonable fees, expenses,
disbursements and advances incurred or made in accordance with any of the provisions of this
Indenture (including the reasonable compensation and the expenses and disbursements of its
counsel and of all agents and other persons not regularly in its employ), except to the extent that
any such expense, disbursement or advance is due to its own negligence or willful misconduct;
and (iii) to the extent permitted by applicable law, indemnify the Trustee and its officers,
directors, agents and employees for, and to hold it harmless against, any loss, liability, cost, suit,
claim, judgment, damage or expense incurred by it, arising out of or in connection with the
acceptance or administration of this Indenture or the performance of its duties hereunder,
including legal fees and expenses and the costs and expenses of defending itself against or
investigating any claim of liability or expense, except to the extent that any such liability or
expense was due to its own negligence or willful misconduct. The obligations of the
Commission under this Section 8.02 shall survive the satisfaction and discharge of this Indenture
and the earlier removal or resignation of the Trustee. When the Trustee incurs expenses or
renders services after the occurrence of an Event of Default, such expenses and the compensation
for such services are intended to constitute expenses of administration under any federal or state
bankruptcy, insolvency, arrangement, moratorium, reorganization or other debtor relief law.
Section 8.03 Qualifications of Trustee; Resignation; Removal.
(a) There shall at all times be a trustee hereunder that is a commercial bank,
trust company or national association organized and doing business under the laws of the United
States or of a state thereof, authorized under such laws to exercise corporate trust powers, having
(or if such bank, trust company or national association is a member of a bank holding company
system, its holding company has) a combined capital and surplus of at least five hundred million
dollars ($500,000,000), and subject to supervision or examination by federal or state authority.
If such banks, trust companies, or banking associations publish reports of condition at least
annually, pursuant to law or to the requirements of any supervising or examining authority above
referred to, then, for the purposes of this Section 8.03, the combined capital and surplus of such
banks, trust companies or banking associations shall be deemed to be their combined capital and
surplus as set forth in their most recent reports of conditions so published.
(b) The Trustee may at any time resign by giving at least thirty (30) days’
written notice to the Commission. Upon receiving such notice of resignation, the Commission,
shall promptly appoint a successor trustee by an instrument in writing. If no successor trustee
shall have been so appointed and have accepted appointment within thirty (30) days after the
giving of such notice of resignation, the resigning trustee may petition any court of competent
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jurisdiction for the appointment of a successor trustee, or any Holder who has been a bona fide
Holder of a Highest Priority Obligation for at least six months may, on behalf of itself and any
others similarly situated, petition any such court for the appointment of a successor trustee. Such
court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a
successor trustee.
(c) In case at any time either of the following shall occur: (i) the Trustee shall
cease to be eligible in accordance with the provisions of this Section 8.03 and shall fail to resign
after written request therefor by the Commission or by any Holder who has been a bona fide
Holder of a Highest Priority Obligation for at least six months; or (ii) the Trustee shall become
incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or
of its property shall be appointed, or any public officer shall take charge or control of the Trustee
or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in
any such case, the Commission may remove the Trustee and appoint a successor trustee by an
instrument in writing executed by an Authorized Representative, or any Holder who has been a
bona fide Holder of a Highest Priority Obligation for at least six months may, on behalf of itself
and all others similarly situated, petition any court of competent jurisdiction for the removal of
the Trustee and the appointment of a successor trustee. Such court may thereupon, after such
notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor
trustee. If no successor trustee shall have been so appointed by the Commission and have
accepted appointment within thirty (30) days after such removal, the Trustee may petition any
court of competent jurisdiction for the appointment of a successor trustee, or any Holder who has
been a bona fide Holder of a Highest Priority Obligation for at least six months may, on behalf of
itself and any others similarly situated, petition any such court for the appointment of a successor
trustee.
(d) The Commission or Holders of a majority in Bond Obligation of the
Highest Priority Obligation at the time Outstanding may at any time remove the Trustee and
appoint a successor trustee by an instrument or concurrent instruments in writing signed by an
Authorized Representative of the Commission or by such Holders, as the case may be.
(e) Any resignation or removal of the Trustee and appointment of a successor
trustee pursuant to any of the provisions of this Section 8.03 shall become effective upon written
acceptance of appointment by the successor trustee acceptable to the Commission. Any
successor trustee shall execute, acknowledge and deliver to the Commission and to its
predecessor trustee an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee shall become effective and such successor
trustee, without any further act, deed or conveyance, shall become vested with all the rights,
powers, trusts, duties and obligations of its predecessor in the trusts hereunder, with like effect as
if originally named as Trustee herein; but, nevertheless, on the Written Request of the
Commission or the request of the successor trustee, the predecessor trustee ceasing to act shall
execute and deliver an instrument transferring to such successor trustee, upon the trusts herein
expressed, all the rights, powers and trusts of the trustee so ceasing to act. Upon request of any
such successor trustee, the Commission shall execute any and all instruments in writing
necessary or desirable for more fully and certainly vesting in and confirming to such successor
trustee all such rights, powers and duties. No successor trustee shall accept appointment as
provided in this Section 8.03 unless at the time of such acceptance such successor trustee shall be
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eligible under the provisions of this Section 8.03. Upon acceptance of appointment by a
successor trustee as provided in this Section 8.03, the Commission or such successor trustee shall
give Holders notice of the succession of such trustee to the trusts hereunder.
(f) Any company into which the Trustee may be merged or converted or with
which it may be consolidated or any company resulting from any merger, conversion or
consolidation to which it shall be a party or any company to which the Trustee may sell or
transfer all or substantially all of its corporate trust business, provided such company shall be
eligible under this Section 8.03 and acceptable to the Commission, shall be the successor to such
Trustee without the execution or filing of any paper or any further act, anything herein to the
contrary notwithstanding.
(g) In the event of the resignation or removal of the Trustee, the Trustee shall
deliver any money and any Obligations and its related books and records held by it in such
capacity to its successor.
(h) The Trustee may execute any of the trusts or powers hereof and perform
any of its duties and responsibilities hereunder by or through attorneys, agents or receivers,
including issuing and paying agents as provided in Section 8.05, and the Trustee shall not be
answerable for the conduct of the same if appointed with due care hereunder, provided that the
Trustee shall remain responsible for its duties hereunder. The Trustee may consult with counsel
and the advice or any opinion of counsel shall be full and complete authorization and protection
in respect of any action taken or omitted by it hereunder in the absence of negligence and willful
misconduct and in accordance with such advice or opinion of counsel.
Section 8.04 Instrument of Bondholders. Any instrument required by this
Indenture to be executed by Bondholders may be in any number of writings of similar tenor and
may be executed by Bondholders in person or by agent appointed in writing. Proof of the
execution of any such instrument or of the writing appointing any such agent and of the
ownership of Obligations given in any of the following forms shall be sufficient for any of the
purposes of this Indenture: (i) a certificate of any officer in any jurisdiction who by law has
power to take acknowledgements within such jurisdiction that the person signing such writing
acknowledged before him the execution thereof; or (ii) a certificate executed by any trust
company or bank stating that at the date thereof the party named therein did exhibit to an officer
of such trust company or bank, as the property of such party, the Obligations therein mentioned.
The Trustee may rely on such an instrument of Bondholders unless and until the
Trustee receives notice in the form specified in (i) or (ii) above that the original such instrument
is no longer reliable. In the event that the Trustee shall receive conflicting directions from two or
more groups of Bondholders, each with combined holdings of not less than twenty-five percent
(25%) of the principal amount of Outstanding Highest Priority Obligations, the directions given
by the group of Bondholders that holds the largest percentage of Highest Priority Obligations
shall be controlling and the Trustee shall follow such directions to the extent required herein.
The Trustee shall have no liability provided it is following the instructions of such Bondholders
permitted to direct the Trustee pursuant to this Indenture.
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Section 8.05 Issuing and Paying Agents. The Commission may appoint and at
all times have one or more issuing and paying agents in such place or places as the Commission
may designate, for the payment of a Series of Obligations. Such issuing and paying agent shall
meet the qualifications for the Trustee and the procedures and conditions for removal and
resignation set forth in Section 8.03 hereof. It shall be the duty of the Trustee to make such
arrangements with any such issuing and paying agent as may be necessary to assure, to the extent
of the moneys held by the Trustee for such payment, the prompt payment of Obligations
presented at either place of payment.
ARTICLE IX
AMENDMENTS
Section 9.01 Amendments to Indenture Not Requiring Consent of
Bondholders. Except to the extent restricted by a Supplemental Indenture, the Commission and
the Trustee, without the consent of or notice to any Bondholders, may execute Supplemental
Indentures amending this Indenture for one or more of the following purposes:
(a) to grant to or confer upon the Trustee for the benefit of the Holders of any
Series of Obligations or of all Obligations any additional rights, remedies, powers or authority
that may lawfully be granted to or conferred upon the Trustee;
(b) to grant or pledge to the Trustee for the benefit of the Holders of any
Series of Obligations or of all Obligations any additional security;
(c) to amend this Indenture in such manner as may be necessary or convenient
in connection with the book-entry system for payments, transfers and other matters relating to
the Obligations;
(d) to cure any ambiguity, supply any omission, or to correct or supplement
any provision of this Indenture that, in the Opinion of Bond Counsel, is defective or inconsistent
with any other provision of this Indenture;
(e) to insert such provisions clarifying matters or questions arising under this
Indenture as are necessary or desirable and are not contrary to or inconsistent with this Indenture
as theretofore in effect;
(f) to make any change therein necessary, in the Opinion of Bond Counsel, to
maintain the exclusion from gross income for federal income tax purposes of the interest on any
Outstanding Obligations intended by the Commission to bear federally tax-exempt interest;
(g) to modify, amend or supplement this Indenture or any Supplemental
Indenture in such manner as to permit, if presented, the qualification hereof and thereof under the
Trust Indenture Act of 1939 or any similar federal statute hereafter in effect or under any state
blue sky law;
(h) to make modifications or adjustments necessary in order to accommodate
a Credit Support Instrument or a Reserve Facility;
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(i) to modify, alter, amend or supplement this Indenture if (1) all of the
Obligations to be affected thereby are variable interest rate obligations, (2) the modification,
alteration, amendment or supplement shall not become effective until written notice thereof shall
have been given to Bondholders of the affected Series by the Trustee, and (3) thirty (30) days
shall have passed during which time such Bondholders shall have had the opportunity to tender
their variable interest rate bonds for purchase;
(j) to modify, alter, amend or supplement this Indenture if (1) all of the
Obligations to be affected thereby are Obligations in the form of or securing payment of a TIFIA
Loan, and (2) the written consent of the TIFIA Lender has been obtained to such modification,
alteration, amendment or supplement;
(k) to make any change therein that does not materially and adversely affect
the rights of any of the Holders of the Obligations (and the absence of a material or adverse
effect is required to, be evidenced by a Certificate of the Commission or an Opinion of Bond
Counsel delivered pursuant to Section 9.04); and
(l) to issue additional Obligations hereunder in accordance with the terms
hereof, including to specify and determine the lien status of a Series of Obligations or, if
applicable, the springing lien status of a Series of Obligations and also any other matters and
things relative to such Obligations which are not contrary to or inconsistent with this Indenture
as theretofore in effect, or to amend, modify or rescind any such authorization, specification or
determination at any time prior to the original issuance of such Obligations;
provided, in addition to the limitation set forth in Section 9.04, that no such amendment may
permit, or be construed as permitting, (i) an extension of the maturity of the principal of, or the
mandatory redemption date of, or interest on, any Obligation, or (ii) a reduction in the principal
amount of, or the redemption premium or the rate of interest on, any Obligation, or (iii) a
preference or priority of any Senior Lien Obligations over any other Senior Lien Obligations, or
(iv) a preference or priority of any Second Lien Obligation or Second Lien Obligations over any
other Second Lien Obligation or Second Lien Obligations or Senior Lien Obligation, or (v) a
preference or priority of any Subordinate Obligation or Subordinate Obligations over any other
Subordinate Obligation or Subordinate Obligations, Second Lien Obligation or Senior Lien
Obligation (except as otherwise provided herein with respect to Subordinate Obligations in the
form of or securing the payment of a TIFIA Loan) or (vi) a reduction in the Bond Obligation of
the Obligations required for any consent to any amendment pursuant to Section 9.02.
Section 9.02 Amendments to Indenture Requiring Consent of Bondholders
and TIFIA Lender. Exclusive of amendments authorized by Section 9.01 and subject to the
terms and provisions contained in this Section 9.02 and in any Supplemental Indenture, and
further subject at all times prior to repayment of each Subordinate Obligation in the form of or
securing payment of a TIFIA Loan in full pursuant to its terms to receipt of written consent from
the TIFIA Lender, the Holders of at least a majority in aggregate Bond Obligation of the
Obligations Outstanding at the time such consent is given, and in case less than all of the several
Series of Obligations then Outstanding are affected by the modification or amendment, of the
Holders of at least a majority in aggregate Bond Obligation of the Obligations of each Series so
affected and Outstanding at the time such consent is given (provided, however, that if such
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modification or amendment will, by its terms, not take effect so long as any Obligations of any
particular Series and maturity remain Outstanding, the consent of the Holders of such
Obligations shall not be required and such Obligations shall not be deemed to be Outstanding for
the purpose of any calculation of Outstanding Obligations under this Section 9.02) shall have the
right, from time to time, anything contained in this Indenture to the contrary notwithstanding, to
consent to such other amendments hereto for the purpose of modifying, altering, amending, or
supplementing any of the terms or provisions contained in this Indenture or in any Supplemental
Indenture; provided, however, that nothing in this Section 9.02 shall permit, or be construed as
permitting (i) an extension of the maturity of the principal of, or the mandatory redemption date
of, or interest on, any Obligation, or (ii) a reduction in the principal amount of, or the redemption
premium or the rate of interest on, any Obligation, or (iii) a preference or priority of any Senior
Lien Obligations over any other Senior Lien Obligations, or (iv) a preference or priority of any
Second Lien Obligation or Second Lien Obligations over any other Second Lien Obligation or
Second Lien Obligations or Senior Lien Obligations, or (v) a preference or priority of any
Subordinate Obligation over any other Subordinate Obligation (except as otherwise provided
herein with respect to Subordinate Obligations in the form of or securing payment of a TIFIA
Loan) or (vi) a reduction in the Bond Obligation of the Obligations required for any consent to
any amendment.
Section 9.03 Notice to and Consent of Bondholders. If consent of the
Bondholders is required under the terms of this Indenture for the amendment of this Indenture or
for any other similar purpose, the Commission shall cause notice of the proposed amendment to
be given by first-class mail to the Holders of the Outstanding Obligations then shown on the
registration books for the Obligations. Such notice shall briefly set forth the nature of the
proposed amendment or other action and shall state that copies of any such amendment are on
file at the office of the Commission and the Principal Office of the Trustee for inspection by all
Bondholders. If, within sixty (60) days or such longer period as shall be prescribed by the
Commission following the mailing of such notice, the Holders of the requisite principal amount
of the Obligations Outstanding by instruments filed with the Commission shall have consented to
the amendment or other proposed action, then the Commission may adopt or execute, as
appropriate, such amendment or take such proposed action and the consent of the Bondholders
shall thereby be conclusively presumed. Such instruments filed with the Commission may
include documents, including Certificates of the Commission, stating that Holders of Obligations
have consented to an amendment by purchasing such Obligations if the official statement or
other disclosure document related to such purchase disclosed that the purchase of the Obligations
was deemed to mean that the Holders consented to the amendment.
Section 9.04 Execution and Effect of Supplemental Indentures. Prior to
executing any Supplemental Indenture hereunder, the Trustee shall receive, and is entitled to rely
upon, an Opinion of Bond Counsel to the effect that such Supplemental Indenture is authorized
or permitted hereunder. The Trustee is not obligated to execute any Supplemental Indenture
adversely affecting its rights, duties protections and immunities hereunder. The Trustee shall not
execute any Supplemental Indenture materially affecting the priority of payment of any Second
Lien Obligation or the rights and obligations of the holders of any Second Lien Obligation, as
evidenced by the Opinion of Bond Counsel delivered pursuant to this Section 9.04, without the
prior written consent of the trustee for or required holders of such Second Lien Obligation. The
Trustee shall not execute any Supplemental Indenture materially affecting the priority of
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payment of any Subordinate Obligation or the rights or obligations of the holder of any
Subordinate Obligation, as evidenced by the Opinion of Bond Counsel delivered pursuant to this
Section 9.04, without the prior written consent of the trustee for or required holders of such
Subordinate Obligation. Upon the execution and delivery of any Supplemental Indenture
pursuant to this Article IX, this Indenture shall be deemed to be modified and amended in
accordance therewith, and the respective rights, duties and obligations under this Indenture of the
Commission, the Trustee and all Owners of Outstanding Obligations shall thereafter be
determined, exercised and enforced subject in all respects to such modification and amendment,
and all the terms and conditions of any such Supplemental Indenture shall be deemed to be part
of the terms and conditions of this Indenture for any and all purposes.
Section 9.05 Obligations Owned by Commission. (a) For purposes of this
Article IX, Obligations owned or held by or for the account of the Commission shall not be
deemed Outstanding for the purpose of consent or other action or any calculation of Outstanding
Obligations provided for in this Article IX, and the Commission shall not be entitled with respect
to such Obligations to give any consent or take any other action provided for in this Article IX;
except that in determining whether the Trustee shall be protected in relying upon any such
approval or consent of a Holder, only Obligations which the Trustee actually knows to be owned
by the Commission shall be disregarded unless all Obligations are owned or held by or for the
account of the Commission, in which case such Obligations shall be considered Outstanding for
the purpose of such determination. Upon request of the Trustee, at the time of any consent or
other action is to be taken under this Article IX, the Commission shall furnish the Trustee a
Certificate of the Commission, upon which the Trustee may rely, describing all Senior Lien
Obligations so to be excluded.
(b) The purchase or other acquisition of Obligations by or on behalf of the
Commission shall not cancel, extinguish, or otherwise affect the Obligations unless such
Obligations are surrendered by the Commission to the Trustee for cancellation in accordance
with Section 10.01(b).
ARTICLE X
DISCHARGE OF LIEN
Section 10.01 Discharge of Lien and Security Interest. (a) At the election of
the Commission, upon payment in full of all the Obligations and of all other amounts payable
under this Indenture, the pledge and lien on the Trust Estate arising under this Indenture shall
cease, determine and be void; provided, however, such discharge of this Indenture shall not
terminate the powers and rights granted to the Trustee with respect to the payment, transfer and
exchange of the Obligations, and Section 8.02 shall survive hereunder. In such event, upon the
written request of the Commission, the Trustee shall cooperate with an accounting for such
period or periods as shall be requested by the Commission to be prepared and filed with the
Commission and shall execute and deliver to the Commission all such instruments as may be
necessary or desirable to evidence such discharge as prepared by or on behalf of the
Commission, and the Trustee shall pay over, transfer, assign or deliver to the Commission all
moneys or securities or other property held by it pursuant to this Indenture which are not
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required for the payment or redemption of Obligations not theretofore surrendered for such
payment or redemption.
(b) The Commission may at any time surrender to the Trustee for cancellation
any Obligations previously authenticated and delivered hereunder that the Commission at its
option may have acquired in any manner whatsoever and such Obligations upon such surrender
and cancellation shall be deemed to be paid and retired.
(c) Notwithstanding any provision in this Indenture to the contrary, if the
principal of or interest on any Obligations shall be paid by a Credit Provider, those Obligations
shall remain Outstanding for all purposes, not be defeased or otherwise satisfied and not be
considered paid by the Commission within the meaning of this Section 10.01, and the pledge of
the Trust Estate and all covenants, agreements and other obligations of the Commission as herein
provided shall continue to exist and shall run to the benefit of such Credit Provider, and such
Credit Provider shall be subrogated to the rights of the Holders.
Section 10.02 Provision for Payment of Obligations. Obligations (or any
portion of the Obligations) shall be deemed to have been paid within the meaning of Section
10.01 if:
(a) there shall have been irrevocably deposited with the Trustee or other
fiduciary in trust either (i) lawful money of the United States of America in an amount that shall
be sufficient, or (ii) Defeasance Securities, the principal and interest on which when due,
together with the moneys, if any, deposited with the Trustee at the same time, shall be sufficient
(as confirmed by a report of an Independent Certified Public Accountant or verification agent),
to pay when due the principal amount of, redemption premium (if any) and all unpaid interest on
such Obligations (or any portion thereof) to the maturity or the redemption date thereof, as the
case may be; and
(b) if any such Obligations are to be redeemed on any date prior to their
maturity, (i) the Trustee shall have received (not less than 25 days prior to the proposed
redemption date) in form satisfactory to it irrevocable written instructions from an Authorized
Representative to redeem such Obligations on such date and (ii) notice of such redemption shall
have been given or provision satisfactory to the Trustee shall have been irrevocably made for the
giving of such notice.
Limitations elsewhere specified herein regarding the investment of money held by
the Trustee shall not be construed to prevent the depositing and holding of the Defeasance
Securities described in Section 10.02(a)(ii) for the purpose of defeasing the lien of this Indenture
as to Obligations that have not yet become due and payable. In addition, all money so deposited
as provided in Section 10.02(a)(i) may also be invested and reinvested, at the written direction of
an Authorized Representative, in Defeasance Securities, maturing in the amounts and times as
hereinbefore set forth, subject to the confirming report of an Independent Certified Public
Accountant or verification agent as to the sufficiency thereof as provided in Section 10.02(a)(ii),
and all income from all Defeasance Securities in the hands of the Trustee or other fiduciary
pursuant to this Section 10.02, that is not required for the payment of the principal of the
Obligations and interest and redemption premium, if any, thereon with respect to which such
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money shall have been so deposited, shall be deposited in the Toll Revenue Fund as and when
realized and applied as is other money deposited in the Toll Revenue Fund, or, in the event there
are no longer any Obligations Outstanding under this Indenture, such income shall be
automatically paid over to the Commission.
Notwithstanding any other provision of this Indenture, no Obligation that is
subject to optional or mandatory tender in accordance with the provisions of the Supplemental
Indenture pursuant to which such Obligation was issued, shall be deemed to be paid within the
meaning of this Indenture, unless arrangements shall have been made to assure that such
Obligation, if tendered for purchase prior to the date of its redemption or maturity in accordance
with the provisions of the applicable Supplemental Indenture, could be paid and redeemed from
such moneys or Defeasance Securities as are provided pursuant to this Section 10.02.
Section 10.03 Unclaimed Moneys. Anything contained herein to the contrary
notwithstanding, any moneys held by the Trustee in trust for the payment and discharge of any of
the Obligations that remain unclaimed for two (2) years after the date when such Obligations
shall have become due and payable (during which period the Trustee shall hold such moneys
without liability for interest), either at their stated maturity dates, tender for purchase or by call
for redemption, if such moneys were held by the Trustee at such date, or for two (2) years after
the date of deposit of such moneys, if deposited with Trustee after the date when such
Obligations or the Purchase Price thereof became due and payable, shall automatically be repaid
by the Trustee to the Commission as its absolute property free from trust, and the Trustee shall
thereupon be released and discharged with respect thereto and the Holders shall look only to the
Commission for the payment of the principal or Purchase Price of, the redemption premiums, if
any, and interest on such Obligations.
ARTICLE XI
MISCELLANEOUS
Section 11.01 Liability of Commission Limited to Trust Estate.
Notwithstanding anything contained herein, the Commission shall not be required to advance
any money derived from any source of income other than from the Trust Estate as provided
herein for the payment of the principal of or redemption premium, if any, or interest on the
Obligations or for the performance of any agreements or covenants contained herein. The
Commission may, however, advance funds for any such purpose so long as such funds are
derived from a source legally available for such purpose and may be used by the Commission for
such purpose without incurring an indebtedness prohibited hereby.
The Obligations are limited obligations of the Commission payable, as to
principal thereof, and redemption premium, if any, upon the redemption of any thereof, and
interest thereon, solely from the Trust Estate as provided herein and the Commission is not
obligated to pay them except from the Trust Estate. The Obligations do not constitute a debt or
liability of the State or of any political subdivision of the State other than the Commission, or a
pledge of the full faith and credit of the State or of any political subdivision of the State.
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Section 11.02 Limitation of Rights; Third Party Beneficiary. With the
exception of rights herein expressly conferred, nothing expressed or mentioned in or to be
implied from this Indenture or the Obligations is intended or shall be construed to give to any
Person other than the Bondholders and each Secured Creditor any legal or equitable right,
remedy or claim under or in respect to this Indenture or any covenants, conditions and provisions
herein contained; this Indenture and all of the covenants, conditions and provisions herein being
intended to be and being for the sole and exclusive benefit of the Bondholders and each Secured
Creditor. Any consent right set forth herein of the TIFIA Lender shall not be applicable if the
Obligation evidenced by the TIFIA Loan will be prepaid in full upon the proposed action of the
Commission.
Section 11.03 Rights of Credit Providers. (a) A Supplemental Indenture
authorizing a Series of Obligations may provide that any Credit Provider providing a Credit
Support Instrument with respect to Obligations of such Series may exercise any right under this
Indenture given to the Owners of the Obligations to which such Credit Support Instrument
relates.
(b) All provisions under this Indenture authorizing the exercise of rights by a
Credit Provider with respect to consents, approvals, directions, waivers, appointments, requests
or other actions, shall be deemed not to require or permit such consents, approvals, directions,
waivers, appointments, requests or other actions and shall be read as if the Credit Provider were
not mentioned therein during any period during which there is a default by such Credit Provider
under the applicable Credit Support Instrument or after the applicable Credit Support Instrument
shall at any time for any reason cease to be valid and binding on the Credit Provider, or shall be
declared to be null and void by final judgment of a court of competent jurisdiction, or after the
Credit Support Instrument has been rescinded, repudiated by the Credit Provider or terminated,
or after a receiver, conservator or liquidator has been appointed for the Credit Provider or if the
Credit Provider is rated below Baa3 by Moody’s or BBB- by S&P. All provisions relating to the
rights of a Credit Provider shall be of no further force and effect if all amounts owing to the
Credit Provider under a Credit Support Instrument have been paid and the Credit Support
Instrument provided by such Credit Provider is no longer in effect.
Section 11.04 Severability. If any provision of this Indenture is held to be in
conflict with any applicable statute or rule of law or is otherwise held to be unenforceable for
any reason whatsoever, such circumstances shall not have the effect of rendering the other
provision or provisions herein contained invalid, inoperative, or unenforceable to any extent
whatsoever. If any one or more of the provisions contained in this Indenture or in the
Obligations shall for any reason be held to be invalid, illegal or unenforceable in any respect,
then such provision or provisions shall be deemed severable from the remaining provisions
contained in this Indenture and such invalidity, illegality or unenforceability shall not affect any
other provision of this Indenture, and this Indenture shall be construed as if such invalid or
illegal or unenforceable provision had never been contained herein. The Commission hereby
declares that it would have executed this Indenture and each and every other section, paragraph,
sentence, clause or phrase hereof, and authorized the issuance of the Obligations pursuant to this
Indenture, irrespective of the fact that any one or more sections, paragraphs, sentences, clauses or
phrases of this Indenture may be held illegal, invalid or unenforceable.
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Section 11.05 Notices. Except as otherwise provided herein, it shall be sufficient
service or giving of notice, request, complaint, demand or other paper if the same shall be duly
mailed by registered or certified mail, postage prepaid, addressed as follows:
If to the Commission:
Riverside County Transportation Commission
P.O. Box 12008
Riverside, California 92502
or
4080 Lemon Street, 3rd Floor
Riverside, CA 92501
Attention: Chief Financial Officer
Telephone: (951) 787-7141
Fax: (951) 787-7920
If to the Trustee:
U.S. BANK NATIONAL ASSOCIATION
[633 West Fifth Street, 24th Floor
Los Angeles, California 90071
Attention: Corporate Trust Division
Telephone: (213) 615-6023
Fax: (213) 615-6197]
The Commission and the Trustee by notice given hereunder may designate any different
addresses to which subsequent notices, certificates or other communications shall be sent, or
addresses or other instructions for the giving of Electronic notice, but no notice directed to any
one such entity shall be thereby required to be sent to more than two addresses.
Section 11.06 Payments Due on Non-Business Days. Except as specifically
provided otherwise in a Supplemental Indenture, any payment or transfer that would otherwise
become due on a day that is not a Business Day need not be made on such day but shall be made
on the next succeeding Business Day, with the same force and effect as if made on the date due,
and no interest shall accrue for the period from and after the date due.
Section 11.07 Captions. The captions or headings in this Indenture are for
convenience only and in no way define, limit or describe the scope or intent of any provisions or
sections of this Indenture.
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Section 11.08 California Law. This Indenture shall be construed and governed
in accordance with the laws of the State of California.
Section 11.09 Effective Date. This Indenture shall become effective upon its
execution and delivery.
Section 11.10 Execution in Several Counterparts. This Indenture may be
executed in any number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original; and all such counterparts, or as many of them as the Commission and
Trustee shall preserve undestroyed, shall together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Master Indenture
to be executed by their officers thereunto duly authorized as of the day and year first written
above.
RIVERSIDE COUNTY
TRANSPORTATION COMMISSION
By
Executive Director
Countersigned:
Clerk of the Board
APPROVED AS TO FORM:
By:
General Counsel
U.S. BANK NATIONAL ASSOCIATION, as
Trustee
By
Authorized Officer
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SCHEDULE I
PROJECTS CONSTITUTING CAPITAL EXPENDITURES FUND PERMITTED
EXPENDITURES
15 Express Lanes Southern Extension:
Construct two tolled express lanes in each direction from SR-74 to Cajalco Rd. at an estimated
cost of $560 million.
91/15 Connector Project:
Construct new tolled express lane connectors from eastbound SR-91 to northbound I-15 and
from southbound I-15 to westbound SR-91, including extending a single tolled express lane in
each direction approximately one mile northerly on I-15 to Hidden Valley Parkway, at an
estimated cost of $191 million.
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SCHEDULE II
SCHEDULED REPAIR AND REHABILITATION FUND REQUIRED DEPOSITS
Fiscal Year Ending June 30, Deposit Amount
20__ ---
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SCHEDULE III
RESIDUAL FUND SCHEDULED RETAINED BALANCE
Date
Residual Fund
Scheduled Retained Balance
$
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EXHIBIT A
FORM OF FUNDS TRANSFER CERTIFICATE
_______, 20__1
[U.S. Bank National Association, as trustee
633 West Fifth Street, 24th Floor
Los Angeles, California 90071
Attention: Corporate Trust Division
Telephone: (213) 615-6023
Fax: (213) 615-6197]
This Funds Transfer Certificate is delivered pursuant to the Master Indenture, as
supplemented by the First Supplemental Indenture, each dated as of [July 1, 2017] (as so
supplemented, and as subsequently supplemented and amended, the “Indenture”), by and
between Riverside County Transportation Commission (the “Commission”) and U.S. BANK
NATIONAL ASSOCIATION, as trustee (the “Trustee”). All capitalized terms used but not
defined herein shall have the meanings specified in the Indenture.
The undersigned [Executive Director/Deputy Executive Director/Chief Financial
Officer/Toll Program Director] of the Commission hereby certifies to the Trustee on behalf of
the Commission that the withdrawals and transfers below comply with the requirements of the
Indenture.
The Commission hereby requests that the Trustee make the following transfers on
[______], 20[__] for the following purposes:
(A) Transfers from the Toll Revenue Fund in the following order of priority:
(i) $_______ to the Operation and Maintenance Fund for the purposes contemplated
by clause First of Section 5.03(b) and Section 5.06 of the Indenture.
(ii) $_______ to the Rebate Fund for the purposes contemplated by clause Second of
Section 5.03(b) and Section 5.13 of the Indenture.
1 Must be at least two Business Days prior to date of making transfers pursuant to Indenture Section 5.25(b).
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(iii) $_______ to the Senior Lien Obligations Interest Account for the purposes
contemplated by clause Third of Section 5.03(b) and Section 5.14 of the
Indenture.
(iv) $_______ to the Senior Lien Obligations Principal Account for the purposes
contemplated by clause Fourth of Section 5.03(b) and Section 5.15 of the
Indenture.
(v) $_______ to the Senior Lien Obligations Reserve Fund for the purposes
contemplated by clause Fifth of Section 5.03(b) and Section 5.08 of the Indenture.
(vi) $_______ to the Repair and Rehabilitation Fund for the purposes contemplated by
clause Sixth of Section 5.03(b) and Section 5.11 of the Indenture.
(vii) $_______ to the Senior Lien Obligations Interest Account for the purposes
contemplated by clause Seventh of Section 5.03(b) of the Indenture with respect
to TIFIA Scheduled Debt Service.
(viii) $_______ to the Repair and Rehabilitation Sweep Reserve Account of the Repair
and Rehabilitation Fund for the purposes contemplated by clause Eighth of
Section 5.03(b) of the Indenture.
(ix) $_______ to the Second Lien Obligations Interest Account for the purposes
contemplated by clause Ninth of Section 5.03(b) and Section 5.16 of the
Indenture.
(x) $_______ to the Second Lien Obligations Principal Account for the purposes
contemplated by clause Tenth of Section 5.03(b) and Section 5.17 of the
Indenture.
(xi) $_______ to the Second Lien Obligations Reserve Fund for the purposes
contemplated by clause Eleventh of Section 5.03(b) and Section 5.09 of the
Indenture.
(xii) $_______ to the Subordinate Obligations Interest Account for the purposes
contemplated by clause Twelfth of Section 5.03(b) and Section 5.18 of the
Indenture.
(xiii) $_______ to the Subordinate Obligations Principal Account for the purposes
contemplated by clause Thirteenth of Section 5.03(b) and Section 5.19 of the
Indenture.
(xiv) $_______ to the Subordinate Obligations Reserve Fund for the purposes
contemplated by clause Fourteenth of Section 5.03(b) and Section 5.10 of the
Indenture.
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(xv) $_______ to the Subordinate Obligations Interest Account for the purposes
contemplated by clause Fifteenth of Section 5.03(b) of the Indenture with respect
to TIFIA Scheduled Debt Service.
(xvi) $_______ to the Holding Fund for the purposes contemplated by clause Sixteenth
of Section 5.03(b) and Section 5.12 of the Indenture.
(xvii) $_______ to the Commission Loan Fund for the purposes contemplated by clause
Seventeenth of Section 5.03(b) and Section 5.12 of the Indenture with respect to
repayment of loans to the Commission.
(xviii) $_______ to the Capital Expenditures Fund for the purposes contemplated by
clause Eighteenth of Section 5.03(b) and Section 5.07 of the Indenture (bringing
the aggregate total of all Capital Expenditures Fund transfers to $_________,
which is less than the Capital Expenditures Fund Deposits Cap).
(xix) $_______ to [insert counterparty to Qualified Swap Agreement or Swap] for the
purposes contemplated by clause Nineteenth of Section 5.03(b) of the Indenture
and [name relevant provision of Qualified Swap Agreement or Swap].
(xx) $_______ to the Residual Fund for the purposes contemplated by clause
Twentieth of Section 5.03(b) and Section 5.12 of the Indenture.
In the event that amounts on deposit in the Toll Revenue Fund are insufficient to satisfy
in full the transfers in the amounts specified under items (i) through (xvi) above, the Trustee
shall obtain instructions from the Commission as to the transfer of funds from another fund or
account established under the Indenture to satisfy such transfer instructions in accordance with
the Indenture.
(B) Transfers to the Toll Revenue Fund from the following funds:
(i) $_______ from the [2017 Bonds Reserve Account of the] Senior Lien Obligations
Reserve Fund for the purposes contemplated by Sections 5.03(c).
(ii) $_______ from the Second Lien Obligations Reserve Fund for the purposes
contemplated by Sections 5.03(c).
(iii) $_______ from the Subordinate Obligations Reserve Fund for the purposes
contemplated by Sections 5.03(c).
(iv) $_______ from the Repair and Rehabilitation Fund for the purposes contemplated
by Sections 5.03(c).
(v) $_______ from the Capital Expenditures Fund for the purposes contemplated by
Sections 5.03(c).
The Commission has determined as of the date of this Funds Transfer Certificate that the
amount[s] specified in [(i), (ii), (iii), (iv)] above [is / are] the amount[s] by which the funds on
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deposit in [the Senior Lien Obligations Reserve Fund, the Second Lien Obligations Reserve
Fund, the Subordinate Obligations Reserve Fund, the Repair and Rehabilitation Fund, the Senior
Lien Obligations Reserve Fund] exceed the [Senior Lien Obligations Reserve Requirement,
Second Lien Obligations Reserve Requirement, Subordinate Obligations Reserve Requirement,
Capital Expenditures Fund Deposit Cap, amount required for expected Repair and Rehabilitation
Fund Permitted Expenditures] [or] [are no longer be needed for making Capital Expenditures
Fund Permitted Expenditures].
(C) Transfer[s] to the party[ies] identified in Schedule I hereto funds in the amount[s], from
the Fund[s] or Account[s] and for the [Project Costs/Capital Expenditures Fund Permitted
Expenditures/Repair and Rehabilitation Fund Permitted Expenditures/purposes] set forth
in Schedule I hereto.
[To the extent that capitalized interest is being requisitioned hereunder, amounts
requisitioned, together with expected earnings from investment thereof, do not exceed amounts
properly capitalizable as interest related to projects prior to their completion.] [Obligations in
the amounts reflected in Schedule I hereto have been incurred by the Commission and presently
are due and payable or properly are reimbursable to the Commission, and each item thereof is a
Project Cost, is a proper charge against the applicable Account in the Project Fund and has not
been paid or reimbursed previously.] [The Commission hereby certifies, and included with this
Funds Transfer Certificate is a Certificate of the Consulting Engineer certifying that [[A/a]fter
giving effect to the transfer in paragraph (C) above, sufficient funds are and will be available to
the Commission to achieve substantial completion of the applicable Project on or prior to the
applicable Long Stop Date.]] [There has not been filed with or served on the Commission any
notice of lien, right of lien, or attachment upon or claim affecting the right of any person, firm or
corporation named in Schedule I to receive payment of any amounts shown therein which has
not been released or will not be released simultaneously with the payment of such obligation. As
of the date of this Funds Transfer Certificate, no event or condition exists that constitutes, or that
with the notice or lapse of time or both, would constitute, an Event of Default under the
Indenture.]
(D) Deposit or Transfer Upon [Substantial][Final] Completion.
[The Substantial Completion Date occurred on [DATE]. The Trustee is hereby instructed
to make the deposit to the Operations and Maintenance Fund described in Section 5.04(i)
of the Indenture.] [[DATE] is the date of final completion of the I-15 Express Lanes
Project. The Trustee is hereby instructed to make the deposit to the Toll Revenue Fund
and the transfer to the Commission described in Section 5.04(i) of the Indenture.]
RIVERSIDE COUNTY
TRANSPORTATION COMMISSION
By
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Authorized Representative
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SCHEDULE I
FUNDS TRANSFER DESCRIPTION
Transfer
To Amount
From Fund,
Account or
Subaccount
Purpose (Project Cost, Capital Expenditures
Fund Permitted Expenditure, Repair and
Rehabilitation Fund Permitted Expenditure,
or other purpose (describe)) and general
classification of transfer requested
$_______
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OH&S Draft – 4/18/16
FIRST SUPPLEMENTAL INDENTURE
between
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
and
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
Dated as of [July 1, 2017]
Relating to the
Riverside County Transportation Commission
Toll Revenue Bonds,
2017 TIFIA Series
(Supplementing the Master Indenture
Dated as of [July 1, 2017])
ATTACHMENT 7
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ARTICLE XII
DEFINITIONS
Section 12.01. Definitions........................................................................................................ 1
Section 12.02. Rules of Construction ..................................................................................... 2
ARTICLE XIIII
FINDINGS, DETERMINATIONS AND DIRECTIONS
Section 13.01. Findings and Determinations ........................................................................... 3
Section 13.02. Recital in Bonds ............................................................................................... 3
Section 13.03. Effect of Findings and Recital ......................................................................... 3
ARTICLE XIV
AUTHORIZATION OF THE 2017 TIFIA BOND
Section 14.01. Authorization; Principal Amount, Designation and Series .............................. 3
Section 14.02. Priority and Lien; Effect of Bankruptcy Related Event on 2017 TIFIA
Bond ................................................................................................................. 4
Section 14.03. Purpose ............................................................................................................. 4
Section 14.04. Form, Denomination, Numbers and Letters .................................................... 4
Section 14.05. Date, Maturities and Interest Rates .................................................................. 5
Section 14.06. Conditions To Delivery of 2017 TIFIA Bonds ................................................ 6
Section 14.07. Disposition of Proceeds of 2017 TIFIA Bonds................................................ 6
ARTICLE XV
TRANSFERS; SUBORDINATE OBLIGATIONS RESERVE ACCOUNT (2017 TIFIA LOAN)
Section 15.01. Transfers to the Debt Service Fund ................................................................. 6
Section 15.02. Subordinate Obligations Reserve Account (2017 TIFIA Loan) ...................... 6
ARTICLE XVI
OTHER PROVISIONS
Section 16.01. Tax Status......................................................................................................... 7
Section 16.02. No Amendment without Consent of the TIFIA Lender ................................... 7
ARTICLE XVII
MISCELLANEOUS
Section 17.01. Severability ...................................................................................................... 7
Section 17.02. Parties Interested Herein .................................................................................. 7
Section 17.03. Headings Not Binding...................................................................................... 8
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Section 17.04. Indenture to Remain in Effect .......................................................................... 8
Section 17.05. Effective Date of First Supplemental Indenture .............................................. 8
Section 17.06. Execution in Counterparts ................................................................................ 8
EXHIBIT A FORM OF TRANSFEREE’S LETTER ...................................................... A-1
EXHIBIT B FORM OF 2017 TIFIA BOND ................................................................... B-1
APPENDIX ONE I-15 EXPRESS LANES PROJECT .......................................................... A-1-1
APPENDIX TWO TIFIA LOAN AMORTIZATION SCHEDULE I-15 EXPRESS
LANES PROJECT .................................................................................... A-2-1
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THIS FIRST SUPPLEMENTAL INDENTURE, dated as of [July 1, 2017] (this
“First Supplemental Indenture”), between the RIVERSIDE COUNTY TRANSPORTATION
COMMISSION, a public entity duly existing under the laws of the State of California (the
“Commission”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association
duly organized and existing under the laws of the United States of America, as trustee (together
with any successor thereto, the “Trustee”).
WITNESSETH:
WHEREAS, this First Supplemental Indenture is supplemental to the Master Indenture,
dated as of [July 1, 2017] (as supplemented and amended from time to time pursuant to its terms,
the “Indenture”), between the Commission and the Trustee;
WHEREAS, the Indenture provides that the Commission may issue Senior Lien
Obligations from time to time as authorized by a Supplemental Indenture, which Senior Lien
Obligations are to be secured by the Trust Estate in accordance with the Indenture;
WHEREAS, the Commission and the Trustee desire to enter into this First Supplemental
Indenture to set forth the terms of the Commission’s obligations to the TIFIA Lender, relating to
the execution and delivery of the TIFIA Loan Agreement dated as of [_____, 2017] (the “2017
TIFIA Loan Agreement”) authorizing and setting forth the terms and conditions of a TIFIA Loan
(the “2017 TIFIA Loan”) from the TIFIA Lender to the Commission, which TIFIA Loan is to be
evidenced by a bond entitled “Riverside County Transportation Commission Toll Revenue Bond,
2017 TIFIA Series” (the “2017 TIFIA Bond”), to be issued in an aggregate principal amount not
to exceed $[TIFIA PAR];
WHEREAS, the 2017 TIFIA Loan Agreement is being entered into as indebtedness
under, pursuant to and in accordance with the Act, and the proceeds of the 2017 TIFIA Loan
may be disbursed by the TIFIA Lender to be used to finance the Project (as that term is defined
in the 2017 TIFIA Loan Agreement); and
WHEREAS, the Commission desires to provide at this time for the issuance of the 2017
TIFIA Bond, as further provided in this First Supplemental Indenture;
NOW, THEREFORE, the parties hereto hereby agree as follows:
ARTICLE XII
DEFINITIONS
Section 12.01. Definitions.
(a) Definitions. Unless the context otherwise requires, or as otherwise
provided in subsection (b) of this Section, all terms defined in the Indenture shall have the same
meanings, respectively, in this First Supplemental Indenture.
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(b) Additional Definitions. Unless the context otherwise requires, the
following terms shall, for all purposes of this First Supplemental Indenture, have the following
meanings:
“Authorized Denominations” means, with respect to the 2017 TIFIA Bond,
$1,000,000 principal amount and any integral multiple of $1 in excess thereof.
“Interest Payment Date” means, with respect to the 2017 TIFIA Bond, each
[June 1] and [December 1] (and, if applicable, each Interim Payment Date) of each applicable
year on and after the TIFIA Debt Service Payment Commencement Date, or if such day is not a
Business Day, then the Business Day succeeding such date.
“Interim Payment Date” means any date (a) on which interest on or principal of
any Obligations is payable and (b) that is not a [June 1] or [December 1] occurring on or after the
TIFIA Debt Service Payment Commencement Date.
“Issue Date” means the date of delivery of the 2017 TIFIA Bond to the TIFIA
Lender.
“Principal Payment Date” means, with respect to the 2017 TIFIA Bond, each
scheduled principal payment date as set forth in the Loan Amortization Schedule (as defined in
the TIFIA Loan Agreement), which shall occur on [June 1] of each applicable year on and after
the TIFIA Debt Service Payment Commencement Date, or if such day is not a Business Day,
then the Business Day succeeding such date.
“Record Date” means, with respect to the 2017 TIFIA Bonds, the fifteenth (15th)
day (whether or not a Business Day) of the month preceding the month in which such Interest
Payment Date occurs.
“Registration Books” has the meaning specified in Section [20.04(a)].
“First Supplemental Indenture” means this First Supplemental Indenture, dated
as of [July 1, 2017].
“Senior Lien Obligations Reserve Account (2017 TIFIA Loan)” means the
Senior Lien Obligations Reserve Account (2017 TIFIA Loan) established within the Senior Lien
Obligations Reserve Fund pursuant to Section 15.02.
“Senior Lien Obligations Reserve Account (2017 TIFIA Loan) Reserve
Requirement” means (a) prior to [June 1, 2019], $0, (b) on and after [June 1, 2019, $3,000,000,
(c) on and after June 1, 2020 $6,000,000, (d) on and after, June 1, 2021, $9,000,000, (e) on and
after June 1, 2022 $12,000,000, (f) on and after June 1, 2023, $15,000,000, and (g) on and after
June 1, 2024 , $[18,000,000] until the date upon which the 2017 TIFIA Bond is paid in full.
Section 12.02. Rules of Construction. Words of the masculine gender shall
be deemed and construed to include correlative words of the feminine and neuter genders.
Unless the context shall otherwise indicate, words importing the singular number shall include
the plural number and vice versa, and words importing persons shall include corporations and
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associations, including public bodies, as well as natural persons. Defined terms shall include any
variant of the terms set forth in this Article XVIII.
The terms “hereby,” “hereof,” “hereto,” “herein,” “hereunder,” and any similar
terms, as used in this First Supplemental Indenture, refer to the Indenture.
ARTICLE XIII
FINDINGS, DETERMINATIONS AND DIRECTIONS
Section 13.01. Findings and Determinations. The Commission hereby finds
and determines that the 2017 TIFIA Bond shall be issued pursuant to Article XX hereof and
upon the issuance of the 2017 TIFIA Bond, any and all acts, conditions and things required to
exist, to happen and to be performed, precedent to and in the issuance thereof, will exist, will
have happened and will have been performed, in due time, form and manner, as required by the
Constitution and statutes of the State.
Section 13.02. Recital in Bonds. There shall be included in the definitive
2017 TIFIA Bond, and also in the temporary 2017 TIFIA Bond, if any is issued, a certification
and recital that any and all acts, conditions and things required to exist, to happen and to be
performed, precedent to and in the incurring of the indebtedness evidenced by that 2017 TIFIA
Bond, and in the issuing of that 2017 TIFIA Bond, exist, have happened and have been
performed in due time, form and manner, as required by the Constitution and statutes of the State
and the Act, and that said 2017 TIFIA Bond, together with all other indebtedness of the
Commission payable out of Revenue, is within every debt and other limit prescribed by the
Constitution and statutes of the State and the Act, and that neither the full faith and credit nor the
taxing power of the State is pledged to the payment of principal or interest of the 2017 TIFIA
Bond, and that such certification and recital shall be in such form as is set forth in the form of the
2017 TIFIA Bond attached hereto as Exhibit B.
Section 13.03. Effect of Findings and Recital. From and after the issuance
of the 2017 TIFIA Bond, the findings and determinations herein shall be conclusive evidence of
the existence of the facts so found and determined in any action or proceeding in any court in
which the validity of the 2017 TIFIA Bond is at issue, and no bona fide purchaser of any such
2017 TIFIA Bond containing the certification and recital shall be required to see to the existence
of any fact, or to the performance of any condition, or to the taking of any proceeding, required
prior to such issuance, or to the application of the purchase price for such 2017 TIFIA Bond.
ARTICLE XIV
AUTHORIZATION OF THE 2017 TIFIA BOND
Section 14.01. Authorization; Principal Amount, Designation and Series.
The Commission hereby approves the terms and provisions of the 2017 TIFIA Loan Agreement.
Pursuant to the provisions of the Indenture and the provisions of the Act, and to evidence the
principal and interest payment obligations of the Commission under the 2017 TIFIA Loan
Agreement, a Senior Lien Obligation entitled to the benefit, protection and security of such
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provisions, including without limitation the grant of the Trust Estate in the Indenture subject to
the provisions of the Indenture, is hereby authorized in the aggregate principal amount not to
exceed $[TIFIA PAR]. Such Senior Lien Obligation shall be designated as, and shall be
distinguished from the Senior Lien Obligations of all other Series by the title, “Riverside County
Transportation Commission Toll Revenue Bond, Senior Lien 2017 TIFIA Series.”
Section 14.02. Priority and Lien. The principal and interest payment
obligations pursuant to the 2017 TIFIA Loan Agreement and evidenced by the 2017 TIFIA Bond
shall constitute Senior Lien Obligations under the Indenture. Payment obligations other than the
obligation to pay principal and interest under the 2017 TIFIA Loan Agreement (and
corresponding obligation to pay principal of and interest on the 2017 TIFIA Bond), including but
not limited to fees and expenses payable to the TIFIA Lender under the 2017 TIFIA Loan
Agreement, shall constitute either Operation and Maintenance Expenses or, to the extent such
obligations are not Operation and Maintenance Expenses, Senior Lien Obligations.
Section 14.03. Purpose. The 2017 TIFIA Bond is issued for the purpose of
financing the Project (as that term is defined in the 2017 TIFIA Loan Agreement).
Section 14.04. Form, Denomination, Numbers and Letters. The 2017
TIFIA Bond shall not be issued as a book-entry-only Obligation. Initially there shall be
delivered hereunder one fully registered 2017 TIFIA Bond numbered R-1, without interest
coupons. Any 2017 TIFIA Bonds issued in replacement thereof upon transfer or exchange shall
be numbered consecutively from R-2 upward, payable to the Owner thereof. The 2017 TIFIA
Bond and the certificate of authentication shall be substantially in the form attached hereto as
Exhibit B, which form is hereby approved and adopted as the form of the 2017 TIFIA Bond and
as the form of the certificate of authentication. The 2017 TIFIA Bond shall be issued as one or
more single 2017 TIFIA Bonds for each Owner, and each such 2017 TIFIA Bond shall be in an
Authorized Denomination.
Section 14.05. Date, Maturities and Interest Rates.
(a) The 2017 TIFIA Bond shall be dated the Issue Date. The principal
amount of the 2017 TIFIA Bond will increase from time to time by the amount disbursed by the
TIFIA Lender to the Commission pursuant to the 2017 TIFIA Loan Agreement, as noted by the
TIFIA Lender on the grid attached to the 2017 TIFIA Bond as Appendix One, with a copy to the
Commission and the Trustee. Interest on such principal amount of the 2017 TIFIA Bond will be
compounded on [June 1] and [December 1] of each year following the initial disbursement and
capitalized in accordance with the provisions of the TIFIA Loan Agreement. The 2017 TIFIA
Bond (i) may and shall be prepaid prior to the respective payment dates, in whole or in part, and
at such time, in such amounts and with such notice as may be provided in the 2017 TIFIA Loan
Agreement and the form of 2017 TIFIA Bond set forth herein, and (ii) the principal of and
interest on the 2017 TIFIA Bond shall be payable, all as provided, and in the manner required or
indicated, herein and in the form of 2017 TIFIA Bond set forth herein and as set forth in the 2017
TIFIA Loan Agreement, including [Section 9(e)] thereof.
(b) The TIFIA Loan as evidenced by the 2017 TIFIA Bond shall mature on
the earlier of (i) [June 1, 20__] and (ii) the date that is [35] years after the Substantial
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Completion Date (as defined in the TIFIA Loan Agreement), and shall bear interest at the rate of
[_.__]% per annum (or the TIFIA Default Rate (as defined in the TIFIA Loan Agreement), if
applicable), compounded and payable on the dates and in accordance with the form of 2017
TIFIA Bond set forth herein and in the 2017 TIFIA Loan Agreement.
(c) [For purposes of all calculations of Annual Debt Service or Maximum
Annual Debt Service (i) debt service on the 2017 TIFIA Bond shall include only TIFIA
Mandatory Debt Service; provided that, for purposes of such calculation during the period prior
to the TIFIA Debt Service Payment Commencement Date, the TIFIA Mandatory Debt Service
shall be deemed to be zero, and (ii) in the case of determinations required for the issuance of
additional Bonds, the 2017 TIFIA Bond shall include Scheduled and Mandatory Debt Service.]
(d) The entity in whose name the 2017 TIFIA Bond shall be registered in the
registration books of the Trustee at any time shall be deemed and treated as the absolute Owner
thereof for all purposes of the Indenture, whether or not the 2017 TIFIA Bond shall be overdue,
and the Commission and the Trustee shall not be affected by any notice to the contrary, but such
registration may be changed as herein provided. Payment of, or on account of, the principal of,
premium, if any, and interest on the 2017 TIFIA Bond shall be made only to such Owner. All
such payments shall be valid and effectual to satisfy and discharge the liability upon the 2017
TIFIA Bond to the extent of the sum or sums so paid. Pursuant to [Section 17] of the TIFIA
Loan Agreement, the Owner of the 2017 TIFIA Bond shall at all times be the party to the TIFIA
Loan Agreement having all rights and obligations of the “TIFIA Lender” thereunder.
Accordingly, the 2017 TIFIA Bond may be transferred by an Owner only to a transferee that is a
party to the TIFIA Loan Agreement having all rights and obligations of the “TIFIA Lender”
thereunder. The Trustee shall not register any transfer or exchange of the 2017 TIFIA Bond
unless the Owner and the Owner’s prospective transferee deliver to the Trustee a letter
substantially in the form as set forth in Exhibit A attached hereto. The Trustee may rely on the
letter in making a transfer or exchange of the 2017 TIFIA Bond without any investigation. In the
event there is more than one Owner of the 2017 TIFIA Bond, payments of principal of and
interest on the 2017 TIFIA Bond shall be made ratably, based on the aggregate principal amount
of 2017 TIFIA Bond held by each such Owner.
(e) The Commission appoints the Trustee to act as the paying agent for paying
the principal of and interest on the 2017 TIFIA Bond and any other amounts under the 2017
TIFIA Loan Agreement, and hereby instructs the Trustee to make the payments when due to the
TIFIA Lender in accordance with this Section 14.05. The Trustee shall keep proper records of
all payments made by the Commission and the Trustee with respect to the 2017 TIFIA Bond, and
of all exchanges and replacements of 2017 TIFIA Bond, as provided in the Indenture.
Section 14.06. Conditions To Delivery of 2017 TIFIA Bonds. The 2017
TIFIA Bond shall be executed and delivered as authorized by this First Supplemental Indenture
and the Indenture, including Article II thereof, upon execution and delivery of the 2017 TIFIA
Loan Agreement.
Section 14.07. Disposition of Proceeds of 2017 TIFIA Bonds. The proceeds
from the sale of the 2017 TIFIA Bond shall be received by the Commission and applied by the
Commission in accordance with the 2017 TIFIA Loan Agreement.
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ARTICLE XV
TRANSFERS; SENIOR LIEN OBLIGATIONS RESERVE ACCOUNT (2017 TIFIA
Loan)
Section 15.01. Transfers to the Debt Service Fund. Transfers to the Senior
Lien Obligations Fund with respect to the 2017 TIFIA Bond shall commence on the sixth
Monthly Funding Date prior to the TIFIA Debt Service Payment Commencement Date. On each
Interest Payment Date and each Principal Payment Date thereafter, the Trustee shall transfer to
the Owner of the 2017 TIFIA Bond money on deposit in the Senior Lien Obligations Fund to pay
principal of and interest on the 2017 TIFIA Bond due and payable on such Interest Payment Date
or Principal Payment Date. On each [June 1] and [December 1] (or if such day is not a Business
Day, then the Business Day succeeding such date) on and after the TIFIA Loan Prepayment
Commencement Date, the Trustee shall transfer the amount then on deposit in the [Senior Lien
Obligations/TIFIA?] Prepayment Account to the Owner of the 2017 TIFIA Bond to prepay
principal of the 2017 TIFIA Bond.
Section 15.02. Senior Lien Obligations Reserve Account (2017 TIFIA
Loan). There is hereby established the Senior Lien Obligations Reserve Account (2017 TIFIA
Loan) within the Senior Lien Obligations Reserve Fund, such account to be held by the Trustee.
On or before June 1, of each year on and after June 1, 2019, the Trustee shall deposit to the
Senior Lien Obligations Reserve Account (2017 TIFIA Loan) funds in the amount required such
that an aggregate amount equal to the Senior Lien Obligations Reserve Account (2017 TIFIA
Loan) Reserve Requirement is on deposit therein. The funds set aside and placed in the Senior
Lien Obligations Reserve Account (2017 TIFIA Loan) on account of the Senior Lien Obligations
Reserve Account (2017 TIFIA Loan) Reserve Requirement shall be held solely for the benefit of
the Owner of the 2017 TIFIA Bond, and shall be used, withdrawn, and replenished as provided
herein and in Sections 5.03 and 5.10. If, on any date of valuation of Permitted Investments
credited to the Senior Lien Obligations Reserve Account (2017 TIFIA Loan) pursuant to Section
5.23, the amount on deposit in the Senior Lien Obligations Reserve Account (2017 TIFIA Loan)
exceeds the Senior Lien Obligations Reserve Account (2017 TIFIA Loan) Reserve Requirement
as of such date, the Trustee shall transfer such excess amount to the Toll Revenue Fund.
ARTICLE XVI
OTHER PROVISIONS
Section 16.01. Tax Status. It is the intention of the Commission that the 2017
TIFIA Bond not be an obligation described in section 103 of the Code interest on which is
excludable from the gross income of the holders and in that regard the Commission agrees not to
file a form 8038-G, or any comparable information return relating to tax-exempt obligations,
with the Internal Revenue Service.
Section 16.02. No Amendment without Consent of the TIFIA Lender. So
long as the TIFIA Lender is the Owner of the 2017 TIFIA Bond, the Commission shall not enter
into a Supplemental Indenture (other than this First Supplemental Indenture) pursuant to the
Indenture without the prior written consent of the TIFIA Lender as set forth in the Indenture
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except to authorize the issuance of additional obligations for which, under the provisions of the
2017 TIFIA Loan Agreement and the Indenture, the consent of the TIFIA Lender is not required.
ARTICLE XVII
MISCELLANEOUS
Section 17.01. Severability. If any covenant, agreement or provision, or any
portion thereof, contained in this First Supplemental Indenture, or the application thereof to any
person or circumstance, is held to be unconstitutional, invalid or unenforceable, the remainder of
this First Supplemental Indenture, and the application of any such covenant, agreement or
provision, or portion thereof, to other persons or circumstances, shall be deemed severable and
shall not be affected thereby, and this First Supplemental Indenture shall remain valid.
Section 17.02. Parties Interested Herein. Nothing in this First Supplemental
Indenture expressed or implied is intended or shall be construed to confer upon, or to give to, any
person or entity, other than the Commission, the Trustee, and the Owners of the 2017 TIFIA
Bond, any right, remedy or claim under or by reason of this First Supplemental Indenture or any
covenant, condition or stipulation hereof; and all the covenants, stipulations, promises and
agreements in this First Supplemental Indenture contained by and on behalf of the Commission
shall be for the sole and exclusive benefit of the Commission, the Trustee and the Owners.
Section 17.03. Headings Not Binding. The headings in this First
Supplemental Indenture are for convenience only and in no way define, limit or describe the
scope or intent of any provisions or sections of this First Supplemental Indenture.
Section 17.04. Indenture to Remain in Effect. Save and except as amended
and supplemented by this First Supplemental Indenture, the Master Indenture shall remain in full
force and effect.
Section 17.05. Effective Date of First Supplemental Indenture. This First
Supplemental Indenture shall take effect upon its execution and delivery.
Section 17.06. Execution in Counterparts. This First Supplemental
Indenture may be executed in several counterparts, each of which shall be deemed an original,
and all of which shall constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this First
Supplemental Indenture by their officers thereunto duly authorized as of the day and year first
written above.
RIVERSIDE COUNTY TRANSPORTATION
COMMISSION
By:
Executive Director
Countersigned:
Clerk of the Board
APPROVED AS TO FORM:
By:
General Counsel
U.S. BANK NATIONAL ASSOCIATION, as
Trustee
By:
Authorized Officer
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EXHIBIT A
FORM OF TRANSFEREE’S LETTER
The Bank of New York Mellon
Trust Company, N.A.
____________________________
____________________________
____________________________
Re: Riverside County Transportation Commission
Toll Revenue Bond, 2017 TIFIA Series
Ladies and Gentlemen:
The undersigned representatives of______________ (the “Seller”) and _______________ (the
“Purchaser”), do hereby certify, represent and warrant for the benefit of U.S. Bank National
Association as trustee (the “Trustee”), that the Purchaser is a party to the 2017 TIFIA Loan
Agreement having all rights and obligations of the “TIFIA Lender” thereunder. The Purchaser
understands that in connection with any future transfer or exchange of the 2017 TIFIA Bond by
the Purchaser, there must be delivered to the Trustee a letter of the transferee in substantially the
form of Exhibit A to the First Supplemental Indenture.
The undersigned Purchaser hereby further represents as follows:
1. The Purchaser has full power and authority to carry on its business as now
conducted, deliver this letter and make the representations contained herein.
2. The Purchaser has knowledge and experience in financial and business matters
that make it capable of evaluating the 2017 TIFIA Bond and the risks associated with the
purchase of the 2017 TIFIA Bond; has the ability to bear the economic risk of an
investment in the 2017 TIFIA Bond; and is an “accredited investor” as defined in Rule
501 of Regulation D promulgated under the Securities Act of 1933, as amended.
3. The Purchaser has conducted its own investigation of the financial condition of
the Commission, the 2017 TIFIA Bond, the Indenture, the Toll Road, the Revenues and
the Trust Estate, and has obtained such information regarding the 2017 TIFIA Bond, such
facilities and the Commission and its operations, financial condition and financial
prospects as the Purchaser deems necessary to make an informed investment decision
with respect to the purchase of the 2017 TIFIA Bond.
4. The Purchaser is purchasing the 2017 TIFIA Bond for its own account solely and
not with a present view to any distribution of the 2017 TIFIA Bond or any interest therein
or portion thereof or without a present intention of distributing or reselling the 2017
TIFIA Bond or any interest therein or portion thereof, provided that the Purchaser retains
the right at any time to dispose of the 2017 TIFIA Bond or any interest therein or portion
thereof as it may determine to be in its best interests, subject to the requirements and
provisions of the Indenture. In the event that the Purchaser disposes of the 2017 TIFIA
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Bond or any part thereof in the future, the Purchaser understands that it has the
responsibility for complying with any applicable federal and state securities laws and all
rules and regulations promulgated pursuant thereto.
5. The Purchaser understands that the 2017 TIFIA Bond is a limited obligation of
the Commission secured solely by the Trust Estate as defined and provided in the
Indenture and the Commission is not obligated to pay the 2017 TIFIA Bond except from
said Trust Estate. The 2017 TIFIA Bond does not constitute a debt or liability of the
State of California or any political subdivision of the State other than the Commission.
Neither the full faith and credit nor the taxing power of the State of California or any
political subdivision of the State of California is pledged to the payment of principal of or
interest on the 2017 TIFIA Bond.
6. The Purchaser acknowledges that the 2017 TIFIA Bond has not been registered
under the under the Securities Act of 1933, as amended, and that such registration is not
legally required. The Purchaser agrees that it will comply with any applicable state and
federal securities laws then in effect with respect to any subsequent disposition of the
2017 TIFIA Bond, and further acknowledges that any current exemption from
registration of the 2017 TIFIA Bond does not affect or diminish this requirement.
7. In entering into this transaction, the Purchaser has not relied upon any
representations or opinions of the Commission (except as with respect to representations,
warranties and covenants made by the Commission in the Indenture), its counsel or its
bond counsel, Orrick, Herrington & Sutcliffe LLP or other counsel to the Commission
relating to the legal consequences or other aspects of its investment in the 2017 TIFIA
Bond.
9. The Purchaser has been informed that the 2017 TIFIA Bond (i) has not been and
will not be registered or otherwise qualified for sale under the “Blue Sky” laws and
regulations of any jurisdiction, and (ii) will not be listed on any stock or other securities
exchange.
10. None of the Commission, its governing body, or any of its employees, counsel or
agents will have any responsibility to the Purchaser for the accuracy or completeness of
information obtained by the Purchaser from any source regarding the Commission or its
financial condition or regarding the 2017 TIFIA Bond, the provision for payment thereof,
or the sufficiency of any security therefor. No written information has been provided by
the Commission to the Purchaser with respect to the 2017 TIFIA Bond. The Purchaser
acknowledges that, as between the Purchaser and all of such parties, the Purchaser has
assumed responsibility for obtaining such information and making such review as the
Purchaser deemed necessary or desirable in connection with its decision to purchase the
2017 TIFIA Bond.
Terms not defined herein shall have the meanings given to them under the Master Indenture,
dated as of [July 1, 2017], as supplemented, including as supplemented by the First
Supplemental Indenture, dated as of [July 1, 2017] (as so supplemented, the “Indenture”), each
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by and between Riverside County Transportation Commission and U.S. Bank National
Association, as Trustee.
IN WITNESS WHEREOF, the undersigned representatives have hereunto executed this letter as
of the ________ day of ___________, 20__.
[SELLER]
By:
Name:
Title:
[PURCHASER]
By:
Name:
Title:
[MUST BE SIGNED BY ACTUAL PURCHASER
MAY NOT BE SIGNED BY NOMINEE OR AGENT]
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EXHIBIT B
FORM OF 2017 TIFIA BOND
Number R-1 Not to Exceed $[TIFIA PAR]
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
TOLL REVENUE BOND, 2017 SENIOR LIEN TIFIA SERIES
(I-15 EXPRESS LANES PROJECT)
(TIFIA – _______)
Registered Owner: UNITED STATES DEPARTMENT OF TRANSPORTATION,
acting by and through the Federal Highway Administrator
Maturity Date: [June 1, 20__]
Maximum
Principal Amount: [PRINCIPAL AMOUNT] DOLLARS
Interest Rate: [_.__]%
Issue Date: [_____, 2017]
RIVERSIDE COUNTY TRANSPORTATION COMMISSION, a public entity duly
organized and existing under the laws of the State of California (the “Commission”) for value
received, hereby promises to pay (but solely from the Trust Estate hereinafter referred to) to the
United States Department of Transportation, acting by and through the Federal Highway
Administrator (the “TIFIA Lender” and “Registered Owner”), the lesser of (x) the Maximum
Principal Amount set forth above and (y) the aggregate unpaid principal amount of all
disbursements (the “Disbursements”) made by the TIFIA Lender (such lesser amount, together
with any interest at the rate set forth above that is compounded on [June 1] and [December 1] of
each year following the initial disbursement and capitalized in accordance with the provisions of
the TIFIA Loan Agreement, dated [_____, 2017], by and between the Commission and the
TIFIA Lender (the “TIFIA Loan Agreement”), being hereinafter referred to as the “Outstanding
TIFIA Loan Balance”), together with accrued and unpaid interest (including, if applicable,
interest at the TIFIA Default Rate, as defined in the TIFIA Loan Agreement) on the Outstanding
TIFIA Loan Balance from the last compounding date , compounded on the basis of a 365-day or
366-day year, as appropriate, all as more fully described in the below-referenced TIFIA Loan
Agreement, which is hereby made a part hereof. [Each Disbursement made by the TIFIA Lender
to the Commission pursuant to the TIFIA Loan Agreement, and each prepayment made on
account of the Outstanding TIFIA Loan Balance, shall be recorded by or on behalf of the TIFIA
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Lender and endorsed on the grid attached hereto as Appendix One with a copy to the
Commission and the Trustee in accordance with the terms of the TIFIA Loan Agreement. The
principal hereof shall be payable in the manner and at the place provided in the TIFIA Loan
Agreement in accordance with Appendix Two, as revised from time-to-time in accordance with
the TIFIA Loan Agreement, until paid in full. Such Appendix Two shall be revised or completed
by or on behalf of the TIFIA Lender in accordance with the terms of the TIFIA Loan Agreement.
Payments of interest hereon are to be made in accordance with [Sections 9 and 10] of the TIFIA
Loan Agreement as the same become due.] Principal of and interest on this Bond shall be paid
in funds available on or before the due date and in any lawful coin or currency of the United
States of America which at the date of payment is legal tender for the payment of public and
private debts.
This 2017 TIFIA Series Bond is a fully registered Bond and the principal of and interest
on the 2017 TIFIA Series Bond shall be payable by wire transfer to the Registered Owner hereof
in accordance with the TIFIA Loan Agreement.
This Bond is one of a duly authorized issue of bonds of the Commission, designated as
“Riverside County Transportation Commission Toll Revenue Bonds” (the “Bonds”), of the series
designated above, all of which are being issued pursuant to the provisions of Division 12 of the
Public Utilities Code of the State of California (the “RCTC Act”), Streets and Highways Code
Section 149.7 and 149.8, including Chapter 421 of the California Statutes of 2008 (the “Toll
Act’) and a Master Indenture, dated as of [July 1, 2017] (the “Master Indenture”), as
supplemented by a First Supplemental Indenture, dated as of [July 1, 2017] (the “First
Supplemental Indenture”), each between the Commission and U.S. Bank National Association,
as trustee (the “Trustee”). The Master Indenture, as supplemented and amended from time to
time pursuant to its terms, including as supplemented by the First Supplemental Indenture, is
hereinafter referred to as the “Indenture.” Said authorized issue of Bonds is not limited in
principal amount and consists or may consist of one or more series of varying denominations,
dates, maturities, interest rates and other provisions, as in the Indenture provided. Capitalized
terms used herein and not otherwise defined shall have the meaning given such terms in the
Indenture.
THIS BOND IS A LIMITED OBLIGATION OF THE COMMISSION SECURED
SOLELY BY THE TRUST ESTATE AS DEFINED AND PROVIDED IN THE INDENTURE
AND THE COMMISSION IS NOT OBLIGATED TO PAY THIS BOND EXCEPT FROM
SAID TRUST ESTATE. THIS BOND DOES NOT CONSTITUTE A DEBT OR LIABILITY
OF THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION OF THE STATE
OTHER THAN THE COMMISSION. NEITHER THE FULL FAITH AND CREDIT NOR
THE TAXING POWER OF THE STATE OF CALIFORNIA OR ANY POLITICAL
SUBDIVISION OF THE STATE OF CALIFORNIA IS PLEDGED TO THE PAYMENT OF
PRINCIPAL OR INTEREST OF THIS BOND.
Reference is hereby made to the Indenture, the RCTC Act, the Toll Act and the TIFIA
Loan Agreement for a description of the terms on which the Bonds are issued and to be issued,
the provisions with regard to the nature and extent of the Trust Estate and the rights of the
registered owners of the Bonds and all the terms of the Indenture and the TIFIA Loan Agreement
are hereby incorporated herein and constitute a contract between the Commission and the
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registered owner from time to time of this Bond, and to all the provisions thereof the registered
owner of this Bond, by its acceptance hereof, consents and agrees. Additional Bonds may be
issued and other indebtedness may be incurred on a parity or senior basis with the Series of
Bonds of which this Bond is a part, but only subject to the conditions and limitations contained
in the Indenture and the TIFIA Loan Agreement. Fees, costs and other amounts are payable
from time to time by the Commission to the TIFIA Lender in connection with and pursuant to
the terms of the TIFIA Loan Agreement and the Indenture.
This Bond is secured by and payable both as to principal and interest, and as to any
premium upon the redemption hereof, solely from the Trust Estate as defined in the Indenture,
subject only to the provisions of the Indenture permitting application thereof for the purposes and
on the terms and conditions set forth therein, and the Commission is not obligated to pay this
Bond except from such Trust Estate.
THIS BOND SHALL AND MAY BE PREPAID in whole or in part (and, if in part, the
principal installments and amounts thereof to be prepaid to be determined by the Commission in
accordance with the TIFIA Loan Agreement and the Indenture; provided, however, that any
prepayment in part made at the option of the Commission shall be in principal amounts of
$1,000,000 or any integral multiple of $10,000 above $1,000,000), at any time or from time to
time, without penalty or premium, by paying to the Owner all or part of the principal amount of
this Bond in accordance with the TIFIA Loan Agreement.
THIS BOND SHALL BE SUBJECT TO MANDATORY PREPAYMENT in accordance
with the TIFIA Loan Agreement and the Indenture.
ON EACH PAYMENT DUE DATE, payments hereon are to be made in the manner and
at the place specified by the Owner.
The rights and obligations of the Commission and of the holders and registered owners of
the Bonds of the Series of Bonds of which this Bond is a part may be modified or amended at
any time in the manner, to the extent, and upon the terms provided in the Indenture and the
TIFIA Loan Agreement, which provide, in certain circumstances, for modifications and
amendments without the consent of or notice to the registered owners of Bonds.
This Bond is transferable or exchangeable as provided in the Indenture, only upon the
Bond Register at the Principal Office of the Trustee, by the registered owner hereof in person, or
by such owner’s duly authorized attorney, upon surrender of this Bond at the Principal Office of
the Trustee, together with a written instrument of transfer satisfactory to the Trustee duly
executed by the registered owner or such owner’s duly authorized attorney, and thereupon a new
Bond or Bonds of the same series, maturity, interest rate and in the aggregate maximum principal
amount, shall be issued to the registered owner or owners in exchange therefor as provided in the
Indenture, upon payment of any charges therein prescribed.
The person in whose name this Bond is registered shall be deemed and regarded as the
absolute owner hereof for all purposes, including receiving payment of, or on account of, the
principal of and premium and interest due hereon.
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Pursuant to the First Supplemental Indenture and [Section 19] of the TIFIA Loan
Agreement, the Owner of this Bond shall at all times be the party to the TIFIA Loan Agreement
having all rights and obligations of the “TIFIA Lender” under the TIFIA Loan Agreement. The
Trustee shall not register any transfer or exchange of this Bond unless the Owner and the
Owner’s prospective transferee delivers to the Trustee a letter substantially in the form as set
forth in Exhibit A attached to the First Supplemental Indenture.
ANY DELAY ON THE PART OF THE TIFIA LENDER in exercising any right
hereunder or under the TIFIA Loan Agreement shall not operate as a waiver of any such right,
and any waiver granted with respect to one default shall not operate as a waiver in the event of
any subsequent default. The Commission hereby waives presentment, demand, protest and
notice of any kind.
It is hereby certified and recited that any and all acts, conditions and things required to
exist, to happen and to be performed, precedent to and in the incurring of the indebtedness
evidenced by this Bond, and in the issuing of this Bond, exist, have happened and have been
performed in due time, form and manner, as required by the Constitution and statutes of the State
of California and the RCTC Act, the Toll Act and that this Bond, together with all other
indebtedness of the Commission secured by the Trust Estate, is within every debt and other limit
prescribed by the Constitution and statutes of the State of California.
This Bond shall not be entitled to any benefit under the Indenture, or become valid or
obligatory for any purpose, until the certificate of authentication hereon endorsed shall have been
manually signed by the Trustee.
IN WITNESS WHEREOF the Riverside County Transportation Commission has caused
this Bond to be executed in its name and on its behalf by the manual or facsimile signature of its
duly authorized representatives all as of the Issue Date set forth above.
RIVERSIDE COUNTY TRANSPORTATION
COMMISSION
By:
Chair of the Board of Commissioners
(Seal)
Countersigned:
By:
Chief Financial Officer
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[FORM OF CERTIFICATE OF AUTHENTICATION]
It is hereby certified that this Bond has been issued under the provisions of the Indenture
described in this Bond.
Dated of Authentication: _________________
[U.S. BANK NATIONAL ASSOCIATION],
as Trustee
By:
Authorized Officer
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[FORM OF ASSIGNMENT]
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
(Please Print or Type Name and Address of Assignee)
PLEASE INSERT SOCIAL SECURITY OR OTHER
TAX IDENTIFICATION NUMBER OF ASSIGNEE
the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints
to transfer the within Bond on the books kept for registration thereof with full power of
substitution in the premises.
Dated:
Signature:
(Signature of Assignor)
Notice: The signature on this assignment must
correspond with the name of the Registered Owner as it
appears upon the face of the within Bond in every
particular without alteration or enlargement or any
change whatsoever.
SIGNATURE GUARANTEED:
Notice: Signature must be guaranteed by an
eligible guarantor firm.
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APPENDIX ONE
I-15 EXPRESS LANES PROJECT
Maximum Principal Sum: $[TIFIA PAR] Maturity Date: [June 1, 20__]
Borrower: Riverside County Transportation Commission
TIFIA Lender : The United States Department of Transportation, acting by and through
the Federal Highway Administrator
DISBURSEMENTS AND PAYMENTS OF PRINCIPAL1
Date
Amount of
Disbursement
Amount of
Principal Paid
Unpaid
Principal Sum
Notation Made
By
1 This Grid may be extended if the number of Disbursements, payments and extensions so requires.
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APPENDIX TWO
TIFIA LOAN AMORTIZATION SCHEDULE
I-15 EXPRESS LANES PROJECT
Maximum Principal Amount: $[TIFIA PAR] Effective Date: [_____, 2017] Interest Rate: [_.__]%
Date Beginning Balance Disbursements Interest (Accrued) Interest Paid Principal
Repayment Ending
Balance
_/_/20__ $ $ $ $ $ $
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Maximum Principal Amount: $[TIFIA PAR] Effective Date: [_____, 2017] Interest Rate: [_.__]%
Date Beginning Balance Disbursements Interest (Accrued) Interest Paid Principal
Repayment Ending
Balance
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Maximum Principal Amount: $[TIFIA PAR] Effective Date: [_____, 2017] Interest Rate: [_.__]%
Date Beginning Balance Disbursements Interest (Accrued) Interest Paid Principal
Repayment Ending
Balance
Total $ [TIFIA PAR] $ $ $
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Riverside County Transportation Commission
Term Sheet for Requested TIFIA Loan
March 30, 2017
Term Sheet Provisions
TIFIA Lender United States Department of Transportation, acting by and through the Build
America Bureau and its successors and assigns (the “TIFIA Lender”)
Estimated Amount $151,424,726 for Eligible Project Costs.
Purpose To provide financing for eligible project costs relating to the I-15 Express Lanes
Project, Riverside County, California (the “Project”).
Project The Project will add one or two tolled express lanes in each direction from the SR-60
in Jurupa Valley south to Cajalco Road in Corona. The Project has been designated as
a Project of Division Interest by the Federal Highway Administration.
RCTC RCTC shall be the Riverside County Transportation Commission (“RCTC”), RCTC
is a multi-modal regional transportation agency that serves Riverside County,
California.
Eligible Project Costs Eligible Project Costs shall be those costs defined in the Act as eligible for Federal
participation, including prior Project expenditures for the three-year period preceding
the date of [TIFIA application date filing]. Eligible Project Costs shall be verified by
the TIFIA Lender and must be consistent with U.S.C. Title 23 for highways and Title
49, Chapter 53 for public transportation. In addition, for third-party contracts, they
must be consistent with 48 C.F.R. Part 31.105 relating to construction and architect-
engineer contracts and also the cost principles found in 48 C.F.R. Part 31.2.
Initial Principal Amount
of the TIFIA Loan
The loan made pursuant to the TIFIA Loan Agreement (the “TIFIA Loan”) shall be in
an amount not to exceed $157 million, provided that the maximum original principal
amount of the TIFIA Loan shall not exceed 33 percent of reasonably anticipated
Eligible Project Costs, as defined in the Act.
Draw Schedule To be determined.
Priority of TIFIA Loan The TIFIA Loan will be a senior lien obligation payable from the Trust Estate as
defined in the Master Indenture.
TIFIA Disbursements Disbursements shall be made no more frequently than monthly to the RCTC to pay
Eligible Project Costs incurred in connection with the Project pursuant to requisition
procedures set forth in the TIFIA Loan Agreement. All disbursement requests must
be received by the TIFIA Lender on or before the first business day of a calendar
month in order to obtain a disbursement by the fifteenth day of such calendar month
or if such day is not a Business Day, the next succeeding Business Day.
Substantial Completion The Substantial Completion of the Project is expected to be July 1, 2020. The
Substantial Completion of the Project means the date that the Project is open to tolled
traffic.
Term The final maturity of the TIFIA Loan shall not be later than 35 years after the date of
Substantial Completion of the Project.
ATTACHMENT 8
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2
Term Sheet Provisions
Interest Payment Dates Interest payment dates will be June 1 and December 1, beginning June 1, 2025
Amortization Payment
Dates
Mandatory amortization payment dates will be June 1 of each loan year beginning
June 1, 2031
Scheduled Debt Service Scheduled Debt Service commences on June 1, 2030 and is payable from Project
revenues after satisfaction of prior obligations. RCTC has structured Scheduled Debt
Service so that the combination of Mandatory Debt Service and Scheduled Debt
Service will result in approximately level annual debt service for the remaining term
of the TIFIA Loan.
Interest Rate
The TIFIA Loan shall bear interest at a fixed rate (the “TIFIA Interest Rate”)
calculated by adding one basis point (.01%) to the rate of securities of a similar
maturity as published on the execution date of the TIFIA Loan Agreement in the
United States Treasury Bureau of Public Debt’s daily rate table for State and Local
Government Series (SLGS) securities, currently located on the internet at
https://www.treasurydirect.gov/GA- SL/SLGS/selectSLGSDate.htm; provided
that the TIFIA Interest Rate shall not be less than the yield on 30-year United
States Treasury securities as of such date. Interest shall be computed on the
outstanding TIFIA Loan balance (which shall include any past due interest and any
capitalized interest) on the basis of a 365-day or 366-day year, as appropriate, for the
actual number of days elapsed and will be compounded semi-annually.
Default Rate An interest rate equal to the sum of (a) the TIFIA Interest Rate plus (b) 200 basis
points.
Credit Ratings Both the Parity Obligations and the TIFIA Loan must receive an investment grade
rating from at least two nationally recognized rating agencies. Updated ratings on the
TIFIA Loan and the Parity Obligations must be provided annually until the maturity
of the related debt instrument.
Security and Priority The TIFIA Loan shall be secured by a security interest in Project Revenues and liens
and security interests in other project assets as specified in the Master Indenture.
Anticipated Flow of
Funds
The anticipated flow of funds is 1:
1. Toll Revenue Fund
2. Operations and Maintenance Fund (including Ramp Up Account)
3. Rebate Fund;
4. Senior Lien Obligations Fund (including TIFIA Mandatory DS);
5. Senior Lien Obligations Reserve Fund (including TIFIA Reserve);
6. Repair and Rehabilitation Fund;
7. Scheduled TIFIA Debt Service Obligations (to Senior Lien Obligations
Fund);
8. R&R Sweep Reserve Account (flows up to Repair and Rehabilitation
Fund);
9. Second Lien Obligations Payment Accounts and Reserve Account
(reserved);
10. Subordinate Obligations Payment Accounts and Reserve Account
(reserved);
11. Holding Fund;
1 Assumes no completion financing obligations outstanding at closing of TIFIA loan.
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Term Sheet Provisions
12. Commission Loan Fund;
13. Capital Expenditures Fund;
14. Hedging Termination Obligations (payable on termination of Qualified
Swap – reserved)
15. Residual Fund; and
16. Surplus Fund.
Rate Covenant Pursuant to the Indenture, RCTC will covenant to fix and prescribe toll rates for each
type of vehicle and each time of day sufficient to produce Net Revenues for each
Fiscal Year at least equal to 1.30x Annual Debt Service on TIFIA Mandatory Debt
Service and Parity Obligations and at least equal to 1.30x Annual Debt Service on
TIFIA Mandatory Debt Service and all Obligations. However, the failure of toll rates
to yield the amount described in this paragraph shall not be deemed to constitute an
Event of Default under the Indenture so long as RCTC complies with the
requirements of the Indenture and is not otherwise in default under the Indenture.
If RCTC is unable to meet the Rate Covenant for 18 months, RCTC would be
required to apply funds in the Holding Fund in prepayment of the TIFIA Loan (and if
any Parity Obligations are outstanding, with Parity Obligations on a pro-rata basis
with the TIFIA Loan) in an amount necessary to regain compliance with the Rate
Covenant.
Prepayment RCTC may prepay the TIFIA Loan in whole or in part (and, if in part, the principal
installments and amounts thereof to be prepaid shall be determined by RCTC;
provided, however, that such prepayments shall be in the principal amounts of
$1,000,000 or any integral multiple thereof), at any time or from time to time, without
penalty or premium, by paying to the TIFIA Lender such principal amount of the
TIFIA Loan to be prepaid, together with the unpaid interest accrued on the amount of
principal so prepaid to the date of such prepayment.
Amounts received in the Residual Fund will be applied 50% to prepayment of the
TIFIA Loan and 50% to RCTC for its lawful purposes.
TIFIA Debt Service
Reserve Account
Funding and
Commission Initial
Loans
TIFIA Debt Service Reserve Account in an amount of $18,000,000 may be funded
from Project Revenues or from funds contributed by RCTC from A Commission
Initial Loan of Measure A sales tax revenues during the years 2019 to 2024 in the
amount of $3,000,000 each year.
Commission Backstop
Loans
To support the TIFIA Loan, RCTC will covenant in the TIFIA Loan Agreement to
make loans to the Project in a maximum amount of $3,850,000 each year from 2025
to 2039, up to a maximum of $38,500,000, if Net Revenues are insufficient to fund
Mandatory Debt Service on the TIFIA Loan when due.
Funding of RCTC Loans The Commission Initial Loans and the Commission Backstop Loans will be funded
from the I-15 Trust Fund created under the Seventh Supplemental Indenture
providing for the issuance of the Sales Tax Revenue Bonds. When needed, the
Trustee for the Sales Tax Revenue Bonds will transfer funds from the I-15 Trust Fund
to the Trustee for the TIFIA Loan.
Repayment of RCTC
Loans
RCTC Loans may be repaid from Project Revenues subject to the terms of the
Indenture.
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4
Term Sheet Provisions
O&M Fund Minimum
Balance Requirement
At Substantial Completion, the O&M Fund will be funded to the amount of
$14,000,000. RCTC proposes an O&M Fund Minimum Balance Requirement of 2
months of O&M expenses.
Repair and
Rehabilitation Sweep
Reserve Fund
A special fund to provide R&R expenses will be accumulated from project revenues
remaining after payment of O&M, payment of TIFIA Mandatory Debt Service and
funding of the TIFIA Loan Reserve up to an amount of $7,000,000. This amount will
be maintained in addition to the balance in the R&R Fund and applied as necessary to
R&R expenses. After June 30, 2040, funds remaining in the R&R Sweep Reserve
Fund will be applied as project revenues.
Repair and
Rehabilitation Fund
Minimum Balance
Requirement
In addition to the Repair and Rehabilitation Sweep Reserve Fund, RCTC proposes a
Repair and Rehabilitation Fund Minimum Balance Requirement of the sum of 100%
of the next year’s R&R expenses, 66% of the following year’s R&R expenses, and
33% of the next succeeding year’s R&R expenses.
Blocked Payment
Conditions
There shall be no distribution of any kind of surplus funds to RCTC prior to
Substantial Completion of the Project.
After Substantial Completion, there shall be no distribution of any kind of residual
funds to RCTC unless and until (i) payment of TIFIA Debt Service is current, (ii) no
Event of Default, (iii) no defaults under the Principal Project Contracts (iv) Senior
Debt Service Coverage Ratio as of each Calculation Date over 2-year historical and
forward looking periods is at least 1.30x based on a certificate of the Commission, (v)
the Total Debt Service Coverage Ratio as of each Calculation Date over 2-year
historical and forward looking periods is at least equal to at least 1.30x based on a
certificate of the Commission, and (vi) all reserve accounts are funded to required
levels.
If the conditions are met, Project Revenues will be transferred through the flow of
funds as set forth in the Indenture and then to the Surplus Fund.
Additional Parity Debt
Test – General
Requirements
The issuance of any Additional Bonds is subject to requirements including:
• No event of default
• Investment grade rating
• No downgrade of then existing credit rating on the TIFIA Loan and Parity
Obligations
• No amortization of additional bonds is allowed prior to the commencement of
amortization under the TIFIA Loan.
Additional Parity Debt
Test – Completion Bonds
During the construction period, RCTC shall be authorized to issue Completion
Obligations equal to __% of the TIFIA Loan, on a parity basis with the TIFIA Loan
subject to approval of the TIFIA Lender.
Additional Parity Debt
Test
Additional Bonds related to Project Expansion must demonstrate compliance with the
following coverage ratios demonstrated in a Traffic and Revenue forecast acceptable to
the TIFIA Lender:
• Senior Debt Service Coverage Ratio for current and each projected calculation
date of at least 1.50x
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Term Sheet Provisions
• Total Debt Service Coverage Ratio for current and each projected calculation
date of at least 1.35x
• TIFIA Loan Life Coverage Ratio for current and each projected calculation date
of at least 1.35x
Conditions Precedent The TIFIA Loan Agreement shall not become effective, nor shall the TIFIA Lender have
any obligation to make disbursements of TIFIA Loan proceeds to RCTC, until such
Conditions Precedent, are satisfied, in form and substance satisfactory to the TIFIA
Lender. Conditions Precedent for the initial disbursement shall address, inter alia, the
following issues:
• Evidence of executed finance and security documents;
• Delivery of non-debarment certificate;
• Evidence and satisfaction of 23 USC §§ 134 & 135 requirements;
• Evidence of two required investment grade ratings;
• Delivery of copies of executed Principal Project Documents;
• Delivery of certified schedule as to sufficient cash flows for TIFIA Debt Service;
• Completed arrangements to pay TIFIA lender for its fees and expenses;
• Evidence of compliance with NEPA;
• Delivery by TIFIA of the TIFIA Lender’s authorized representative certificate;
• Delivery of draw schedule and evidence of funding sources for the Project
elements; and
• Delivery of the Project base case financial model and supporting assumptions.
Representations and
Warranties of RCTC
The TIFIA Loan Agreement shall contain Representations and Warranties from RCTC
typical for a transaction of this nature. The Representations and Warranties shall be made
as of the date of execution of the TIFIA Loan Agreement.
• Organization, valid existence and good standing;
• Authorization of signatory;
• Corporate authorization; enforceability;
• No conflicts; compliance with laws;
• Required consents; authorizations and permits;
• Except as otherwise disclosed in writing, no litigation;
• Valid and perfected liens;
• No suspension or debarment;
• Accuracy of representations and warranties;
• NEPA requirements;
• State and metropolitan transportation improvement plans;
• Credit ratings;
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Term Sheet Provisions
• No default under the Loan Agreement;
• Effectiveness of and no defaults under Principal Project Contracts;
• Accuracy of information furnished;
• Compliance with applicable laws; OFAC regulations;
• Environmental matters;
• Sufficiency of rights and utilities; sufficiency of funds
• Insurance;
• Title to personal property; absence of liens
• Intellectual property rights;
• Financial statements;
• Taxes; ERISA; and
• Total federal assistance does not exceed 80% of Eligible Project Costs.
Covenants; Events of
Default
TIFIA's standard Loan Agreement covenants and events of default regarding construction
of the project, operation and maintenance of the managed lanes portion, Project insurance,
entering into additional contracts for the managed lanes portion and amendments to
principal Project contracts. Failure to fund the reserves or failure to meet coverage would
NOT be events of default.
Hedging No hedging instrument is expected in connection with the close of the TIFIA Loan.
Monitoring and
Reporting Obligations
The TIFIA Loan Agreement shall include, inter alia, monitoring and reporting
requirements consistent with TIFIA’s standard requirements, amended to remain
consistent with repayment from net toll revenues derived from operation of the managed
lanes portion.
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Plans of Finance
I-15 Express Lanes Project & 91 Project Completion
Presentation to the
Budget and Implementation Committee
April 24, 2017
Location of Projects
Status of Projects
•Financed $1.3 billion in July 2013
•Sales tax contributions and bonds
•TIFIA loan
•Toll revenue bonds
•Design and construction began July 2013
•Opened lanes March 2017
•Costs increased $95 million in 2014
•Primarily higher right of way costs
•State/federal authority to implement
•Awarded contract January 2017
•Kapsch as toll services provider
•Awarded contract April 2017
•Skanska-Ames as design-builder
•Project cost estimate of $455 million
•Financial close target—July 2017
•Anticipate open to traffic in July 2020
Measure A Sales Tax Revenue Financings
•$60 million authorized
•$20 million outstanding
•$10 million projected to be issued in late June
2005 Commercial Paper
Program
•$70.8 million outstanding
•Final maturity in 20292009 Series B&C Bonds
•$150 million outstanding
•Final maturity in 20392010 Bonds
•$462.2 million outstanding
•Final maturity in 20392013 Bonds
•$73.24 million outstanding
•Refunded 2009 Series A Bonds
•Final maturity in 20292016 Refunding Bonds
Total Measure A
Sales Tax Debt
As of June 1, 2017
$776.24 million
($975 million limitation)
Purpose of 2017 Sales Tax Financing
•$455 million project cost
•$142.5 million of bond proceeds to complete project funding
•Other sources include:
•Measure A for development costs from inception through financial
close
•Federal CMAQ/STBG funds
•TIFIA loan
•$95 million of completion costs need to be financed
•Bond proceeds expected to generate $33.7 million
•$60 million commercial paper program available
•Additional Measure A funds to fill gap, if needed
Combined Plans of Finance
Par Amount $ 158,760,000
Premium 17,460,964
151,424,726
110,000,000
$ 437,645,690
$ 98,511,433
151,424,726
110,000,000
14,000,000
30,000,000
403,936,159
33,709,531
$ 437,645,690
1 Amounts are subject to change
Ramp-Up Fund Deposit
Repayment of RCTC Commercial Paper
91 Project
Bonds Proceeds Construction Fund Deposit
Total Uses
Subtotal I-15 ELP
Uses1:
I-15 ELP
Bonds Proceeds Construction Fund Deposit
TIFIA Construction Draws
CMAQ/STBG Reimbursements
Sources1 :
Sales Tax Bonds (I-15 ELP & 91 Project)
TIFIA Loan (I-15 ELP)
CMAQ/STBG Funds (I-15 ELP)
Total Sources $60 million
Commercial Paper Program
•For 91 Project Completion
Measure A Support for I-15 Project
•Primarily funded through prior financings through financial close
Predevelopment
•Approximately $142.5 million in proceeds
Sales Tax Bonds
•$18 million (Initial) for TIFIA debt service reserve
•Maximum $38.5 million (Contingent Backstop) for operations/debt service
Loans
•Ramp Up Reserve
Contributions
TIFIA Loan
•Projected Loan: $151.4 million, capped at 33% of eligible costsAmount
•SeniorLien
•Toll RevenuesRepayment Source
•35 year term from start of operationsAmortization
Toll authority extends for additional 15 years beyond TIFIA repayment
TIFIA Loan Security Provisions
Tests
Rate Coverage Maintenance
Additional Bonds
Blocked Payment
Funds
Debt Service Reserve
Ramp Up Reserve
Repair & Rehabilitation Fund
Support
RCTC Loans from Measure A:
Initial
Contingent Backstop
Toll Trust Estate Flow of Funds
15. Residual Fund (split between RCTC and TIFIA Prepayment on a 50/50 basis)
14. Capital Expenditures Funding
13. Commission Loan Repayment
12. Holding Fund (released when coverage tests are met)
11. Subordinate Debt Service and Reserve (Reserved)
10. Second Lien Debt Service and Reserve (Reserved)
9. TIFIA Scheduled Principal Payments
8. Ramp Up Reserve (maximum funding requirement)
7. Repair and Rehabilitation Costs (minimum balance requirement)
6. TIFIA Scheduled Interest Payments
5. TIFIA Reserve ($18 million)
4. TIFIA Mandatory Debt Service
3. Rebate Costs to U.S. Government, if any
2. Operation and Maintenance
1. Toll Revenues
Financing Documents
Resolution 17-006
Sales Tax Bonds
•Official Statement
•Continuing Disclosure Agreement
•7th Supplemental Indenture
•Bond Purchase Agreement
TIFIA Loan
•Master Toll Indenture
•First Supplemental Indenture
•Loan Agreement1
1 Draft Term Sheet provided for Committee; Draft Agreement to be provided for Commission
Next Steps
July
Bond pricing TIFIA loan agreement execution Bond closing activities
June
TIFIA Council recommendation Post Preliminary Official Statement Investor outreach
May
Commission approval Submit TIFIA loan application Receive debt ratings
April
Committee approval Rating agency meetings
AGENDA ITEM 9
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Agenda Item 9
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE: April 24, 2017
TO: Budget and Implementation Committee
FROM: Jillian Guizado, Senior Legislative Affairs Analyst
THROUGH: Aaron Hake, External Affairs Director
SUBJECT: State Legislative Update
STAFF RECOMMENDATION:
This item is for the Committee to:
1) Adopt the following bill positions:
a) AB 1523 (Obernolte) – Support;
b) SB 150 (Allen) – Oppose;
c) SB 264 (Nguyen) – Oppose;
d) SB 477 (Cannella) – Support;
2) Receive and file an update on state legislation; and
3) Forward to the Commission for final action.
DISCUSSION:
State Update
AB 1523 (Obernolte) – Staff Recommendation: Support
AB 1523 would extend the benefits of the design‐build procurement and project delivery method
for local streets and roads projects to local agencies, cities, and counties throughout California.
This would provide local jurisdictions with an additional tool to more efficiently and expeditiously
deliver transportation projects to their respective communities. For these reasons, staff is
recommending a support position on AB 1523.
SB 150 (Allen) – Staff Recommendation: Oppose
This bill would amend the process for setting regional greenhouse gas (GHG) emission targets
under SB 375 (Chapter 728, Statutes of 2008), which sets a framework for regions to reduce
greenhouse gas emissions through the adoption of a sustainable communities strategy (SCS) as
part of the regional transportation plan (RTP) process through a bottom‐up approach. The
intention of the SCS is to identify strategies that each metropolitan planning organization (MPO)
is to implement as a means of reducing GHG emissions through coordination of transportation,
land use, and planning, with regional targets set for 2020 and 2035. This process is done
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Agenda Item 9
regionally in a holistic manner that balances various regional priorities, rather than by a strict
project‐by‐project analysis. The GHG emission reductions identified are then used to meet
statewide emission reduction goals set forth under AB 32 (Chapter 488, Statutes of 2006).
Under the process defined by SB 375, regional GHG emission reduction targets are to be set by
the California Air Resources Board (CARB) through information gathered by a Regional Targets
Advisory Committee composed of a variety of transportation and environmental stakeholders
and through consultation with the MPOs and air districts. No specified metric to reduce
emissions was mandated under SB 375. The targets are to be updated by the CARB every eight
years.
SB 150 would amend this process by requiring the CARB, in updating the targets, to also take into
account additional state GHG emission reduction goals, including those in SB 32 (Chapter 249,
Statutes of 2016), which set the statewide goal of reducing GHG emissions 40 percent by 2030.
In addition, the bill further specifies that these targets are to be set using the latest available
climate science and the reductions are to be met through reductions in vehicle miles traveled
(VMT) and criteria air pollutants. By specifying VMT, this changes the focus from overall GHG
reductions to a blended focus that includes VMT reductions. The CARB would be required to
hold two additional public hearings as it revises the GHG targets.
Under SB 150, each SCS would have to include an appendix that outlines the region’s planning
and programming activities to prioritize projects for programming that reduce VMT and maximize
co‐benefits, including public health, social equity, and conservation. Criteria to be considered in
prioritizing projects are to include but not be limited to: 1) a reduction in per capita carbon
dioxide emissions from cars and light trucks, 2) a reduction in VMT by 15 percent by cars and light
trucks by 2050, 3) an increase in the average daily time spent walking or bicycling for
transportation purposes, and 4) a decrease in the share of low‐income or lower middle‐income
residents’ household income consumed by transportation and housing. Beginning in 2018, the
CARB would be required to monitor each MPO’s SCS or alternative planning strategy (APS) and
prepare a report to the California Transportation Commission (CTC) assessing whether each
region is on track to reducing VMT 15 percent by 2050. This report is to be provided every four
years thereafter.
The Southern California Associated Governments (SCAG) and the county transportation
commissions in its region, including the Commission, have spent significant resources developing
a RTP and SCS that meet the targets assigned by the CARB. Staff believes SB 150 is unneeded
due to the region’s continued demonstration of being committed to meeting statewide air quality
goals. SB 150 presents significant changes to how projects would be programmed and
implemented in the region, specifically targeting the authority county transportation
commissions in the SCAG region have over this programming and planning process. In addition,
by adjusting the reporting period to occur every four years, it is unclear how this would inform
the region’s reaching of its reduction goals due to the length of time it often takes for emission
reductions to result from large transportation capital investments. Due to staff’s concerns with
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Agenda Item 9
the negative impacts this bill would have on the Commission and the entire SCAG region, staff is
recommending an oppose position on SB 150.
SB 264 (Nguyen) – Staff Recommendation: Oppose
While this bill is specific to the Orange County Transportation Authority’s (OCTA) Interstate 405
improvement project that creates express lanes on that corridor, having the Legislature meddle
in the expenditure plan of a regional transportation agency’s toll facility would set a dangerous
precedent. Furthermore, SB 264 directly contradicts AB 194, the bill that granted local discretion
and control to regional transportation agencies that received approval from the CTC to
implement toll facilities. Another concern this bill raises is the potential impact it could have on
OCTA’s ability to reach a successful financial close on Wall Street and to receive a federal
Transportation Infrastructure Finance and Innovation Act loan this spring. Staff is recommending
an oppose position on SB 264 due to the potential precedent the bill would set for similar bills to
be introduced that could impact the Commission’s toll projects.
SB 477 (Cannella) – Staff Recommendation: Support
This bill allows for the expansion of intercity passenger rail service beyond the boundaries of
three existing joint powers authorities (JPAs) that currently operate intercity rail service. Current
law establishes the Los Angeles‐San Diego‐San Luis Obispo (LOSSAN) JPA and authorizes the state
to contract with the JPA to operate the popular Pacific Surfliner Amtrak route. The Commission
is a member agency of the LOSSAN JPA. This bill would provide the opportunity for the future
Coachella Valley‐San Gorgonio Pass rail corridor to be operated by LOSSAN. While the
governance of the Coachella Valley‐San Gorgonio Pass rail corridor service has not been fully
vetted at this point in time, SB 1197 creates an opportunity that could be utilized in the future if
it is determined by the Commission and the other LOSSAN member agencies it is best to
incorporate the new corridor into the existing JPA, rather than creating a new agency or allowing
Caltrans Division of Rail to operate this rail service. The bill is authored by Members of the
Legislature from Central and Northern California who are seeking to expand the reach of intercity
rail in that part of the state. Staff believes this bill has potential future benefits to Inland Southern
California as well.
Attachment: April 2017 Legislative Matrix
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RIVERSIDE COUNTY TRANSPORTATION COMMISSION ‐ POSITIONS ON STATE AND FEDERAL LEGISLATION – March 2017 Legislation/ Author Description BillStatusPositionDate of Board Adoption AB 91 (Cervantes) Requires Caltrans to convert existing HOV lanes in Riverside County to operate only during hours of heavy commuter traffic; during all other times the lanes would be open to all vehicles, including those with a single occupant. Referred to Appropriations Committee; referred to suspense file. (April 5, 2017) OPPOSE3/8/17 AB 351 (Melendez) Proposes to bring truck weight fees back to transportation accounts. Referred to Committee on Transportation. May be heard in committee after March 10. (February 21, 2017) SUPPORT3/8/17 AB 179 (Cervantes) Changes the membership of the California Transportation Commission. Referred to Committee on Transportation. May be heard in committee after February 17. (February 15, 2017) OPPOSE4/12/2017 AB 408 (Chen) Final offer of compensation in eminent domain cases. Died prior to going to committee pursuant to Joint Rule 62(a). (March 20, 2017) OPPOSE4/12/2017 AB 697 (Fong) Exempts private ambulances from paying tolls when responding to emergency and urgent calls. Cleared Committee on Transportation 12 – 0. Referred to Appropriations. (March 28, 2017) OPPOSE4/12/2017 SB 132 Amendment to the Budget Act of 2016. Creates the Riverside County Transportation Efficiency Corridor. Received third reading in Senate. (April 6, 2017) SUPPORT4/12/2017 313
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AGENDA ITEM 10
BLANK
Agenda Item 10
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE: April 24, 2017
TO: Budget and Implementation Committee
FROM: Shirley Medina, Planning and Programming Director
THROUGH: John Standiford, Deputy Executive Director
SUBJECT: Agreement for the Development of a Countywide Long Range Transportation
Plan
STAFF RECOMMENDATION:
This item is for the Committee to:
1) Award Agreement No. 17‐65‐071‐00 to VRPA Technologies, Inc. for the development of a
long range transportation plan (LRTP) for a two‐year term, in an amount of $963,002, plus
a contingency amount of $96,300, for a total amount not to exceed $1,059,302;
2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute
the agreement on behalf of the Commission;
3) Authorize the Executive Director or designee to approve the use of the contingency
amount as may be required for these services; and
4) Forward to the Commission for final action.
BACKGROUND INFORMATION:
In January 2016, the Commission’s Strategic Assessment was approved, which included a
recommendation to develop a countywide LRTP that would provide a vision of Riverside County’s
future integrated transportation system and a coordinated strategy for agencies to work toward
a common vision for meeting mobility needs and contributing to a sustainable transportation
system. The LRTP will also provide a framework for future transportation investments in the
county and may also serve as a document to advocate for changes to transportation policy,
legislation and funding. The LRTP will include the following general tasks:
Document existing and future transportation conditions;
Provide a strategy to guide transportation improvements given changes in technology,
the regulatory and financial environment, and unstable and limited funding sources at the
state and federal levels;
Identify and prioritize projects and programs for implementation through 2039 (end of
the current Measure A); and
Include a discussion of the various transportation plans and programs in place at the local,
regional, state, and federal levels; roles and responsible agencies involved in the
development and implementation of plans and programs reflecting statutory
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Agenda Item 10
requirements; and how these plans and programs are updated and monitored.
The development of a countywide LRTP is the first of its kind in Riverside County. The
Commission’s Measure A expenditure and delivery plans have guided past planning,
programming, and implementation efforts. However, given the increased focus at the state level
in reducing greenhouse gases and improving public health by providing more transportation
choices for walking and bicycling, more attention is needed to coordinate efforts that are being
undertaken by the local agencies, transit operators, Caltrans, and other transportation partners
to meet state requirements and improve the county’s multimodal transportation system.
Freight movement, including grade separations, has also become a critical component of the
transportation system now underscored by the federal government’s newly dedicated funding
program specifically for freight improvement projects, which was included in the latest federal
transportation bill (FAST Act). Therefore, it is vital that Riverside County is in the best position to
compete well for discretionary funds.
The LRTP will also fold in the 2009 Measure A 10‐Year Update, which is due in 2019, and will
provide a framework as the Commission moves forward with delivering the remaining
Measure A projects, and will also serve as input into the Southern California Association of
Governments (SCAG) 2020 Regional Transportation Plan/Sustainable Communities Strategies
(RTP/SCS). There is an optional task to review transportation needs beyond what is currently in
the RTP/SCS, including additional funds needed to support improvements outside of the
financially constrained LRTP that will also consist of the identification of future revenue needs
and potential sources.
The LRTP will provide a comprehensive review of all projects, including rail and transit, bicycle
and pedestrian, grade separations and goods movement corridors, regional arterials and state
highways to identify the potential of “bundling” or “packaging” transportation projects to
1) reflect a systematic approach in addressing our infrastructure needs; 2) demonstrate
environmental benefits; and 3) score well under benefit cost analysis criteria, which all have been
emphasized in the latest evaluation criteria for competitive funding cycles at the state and federal
levels. Performance measures will provide key information in determining and recommending
projects for funding.
The Strategic Assessment included six public Transportation Summits and Transportation
Workshops throughout Riverside County. The LRTP effort will expand on this effort with the
inclusion of an outreach plan, additional public workshops or meetings, and the use of a variety
outreach tools to receive input. Also expanding on the Strategic Assessment effort, the LRTP will
include a discussion of the various transportation plans, purpose of plans, and the responsible
administrators of such plans so the general public has a better understanding of how
transportation is planned and implemented in Riverside County.
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Agenda Item 10
Riverside County’s growing population makes it much more difficult for us to maintain our
current system in addition to expanding it. A coordinated look at all of the county’s
transportation needs, including operations and maintenance, will ensure the Commission is
taking the appropriate steps to seek additional actions, policy or legislative, to prioritize and plan
for an integrated multimodal transportation system that will serve the needs of Riverside
County’s diverse communities well into the future.
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 proposal 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 a long range
transportation plan as set forth under the terms of the request for proposals (RFP)
No. 17‐65‐071‐00.
RFP No. 17‐65‐071‐00 was released on February 16, 2017. A public notice was advertised in the
Press Enterprise, and the RFP was posted on the Commission’s PlanetBids website, which is
accessible through the Commission’s website. Utilizing PlanetBids, emails were sent to 623 firms,
102 of which are located in Riverside County. Through the PlanetBids site, 80 firms downloaded
the RFP; 11 of these firms are located in Riverside County. A pre‐proposal conference was held
on March 1, and attended by nine firms; one firm is local to Riverside County. Staff responded
to all questions submitted by potential proposers prior to the March 7 clarification deadline date.
Two firms – HDR Engineering, Inc. (Riverside); and VRPA Technologies, Inc. (Fresno) – submitted
proposals prior to the 2:00 p.m. submittal deadline on March 21. Both firms submitted
responsive and responsible proposals. Utilizing the evaluation criteria set forth in the RFP, the
two proposals were evaluated and scored by an evaluation committee comprised of Commission
staff.
Based on the evaluation committee’s assessment of the written proposals, the evaluation
committee recommends contract award to VRPA Technologies, Inc. to provide services for the
LRTP for a two‐year term, in the amount of $963,002, plus a contingency amount of $96,300, for
a total amount not to exceed $1,059,302, as this firm earned the highest total evaluation score.
It should be noted that although VRPA Technologies, Inc. is headquartered in Fresno, the majority
of staff and subconsultants are based in the Southern California area and have extensive
experience working in the Inland Empire.
The overall evaluation ranking, based on highest to lowest total evaluation score, and the total
price are presented in the following table.
Firm Price Overall Ranking
VRPA Technologies, Inc. $963,002 1
HDR Engineering, Inc. $1,170,223 2
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Agenda Item 10
The Commission’s professional services agreement will be entered into with the consultant
subject to any changes approved by the Executive Director and pursuant to legal counsel review.
Staff oversight of the contract will maximize the effectiveness of the consultant and minimize
costs to the Commission.
Financial Information
In Fiscal Year Budget:
Yes
Yes
N/A
Year:
FY 2016/17
FY 2017/18
FY 2018/19
Amount:
$ 35,000
$824,302
$200,000
Source of Funds: Local Transportation Fund Budget Adjustment:
No
No
N/A
GL/Project Accounting No.: 002160 81501 106 65 81501
Fiscal Procedures Approved: Date: 04/16/2017
Attachment: Draft Professional Services Agreement No. 17‐65‐071‐00
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17336.00000\8752982.2
Agreement No. 17-65-071-00
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
AGREEMENT FOR A LONG RANGE TRANSPORTATION PLAN
WITH VRPA TECHNOLOGIES, INC.
1. PARTIES AND DATE.
This Agreement is made and entered into this day of , 2017,
by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("the Co-
mmission") and VRPA Technologies, Inc. ("Consultant"), a CORPORATION.
2. RECITALS.
2.1 Consultant desires to perform and assume responsibility for the
provision of certain professional consulting services required by Commission on the terms
and conditions set forth in this Agreement. Consultant represents that it is a professional
consultant, experienced in providing transportation planning services to public clients, is
licensed in the State of California, and is familiar with the plans of Commission.
2.2 Commission desires to engage Consultant to render certain
consulting services for the long range transportation plan Project ("Project") as set forth
herein.
3. TERMS.
3.1 General Scope of Services. Consultant promises and agrees to
furnish to Commission all labor materials, tools, equipment, services, and incidental and
customary work necessary to fully and adequately provide professional consulting
services and advice on various issues affecting the decisions of Commission regarding
the Project and on other programs and matters affecting Commission, hereinafter referred
to as "Services". The Services are more particularly described in Exhibit "A" attached
hereto and incorporated herein by reference. All Services shall be subject to, and
performed in accordance with, this Agreement, the exhibits attached hereto and
incorporated herein by reference, and all applicable local, state, and federal laws, rules
and regulations.
3.2 Term. The term of this Agreement shall be from the date first
specified above to June 30, 2019, unless earlier terminated as provided herein.
Consultant shall complete the Services within the term of this Agreement and shall meet
any other established schedules and deadlines.
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3.3 Schedule of Services. Consultant shall perform the Services
expeditiously, within the term of this Agreement, and in accordance with the Schedule of
Services set forth in Exhibit "B" attached hereto and incorporated herein by reference.
Consultant represents that it has the professional and technical personnel required to
perform the Services in conformance with such conditions. In order to facilitate
Consultant's conformance with the Schedule, the Commission shall respond to
Consultant's submittals in a timely manner. Upon request of the Commission, Consultant
shall provide a more detailed schedule of anticipated performance to meet the Schedule
of Services.
3.4 Independent Contractor; Control and Payment of Subordinates. The
Services shall be performed by Consultant under its supervision. Consultant will
determine the means, method and details of performing the Services subject to the
requirements of this Agreement. Commission retains Consultant on an independent
contractor basis and Consultant is not an employee of Commission. Consultant retains
the right to perform similar or different services for others during the term of this
Agreement. Any additional personnel performing the Services under this Agreement on
behalf of Consultant shall not be employees of Commission and shall at all times be under
Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and
other amounts due such personnel in connection with their performance of Services under
this Agreement and as required by law. Consultant 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, and workers'
compensation insurance.
3.5 Conformance to Applicable Requirements. All work prepared by
Consultant shall be subject to the approval of Commission.
3.6 Substitution of Key Personnel. Consultant has represented to
Commission that certain key personnel will perform and coordinate the Services under
this Agreement. Should one or more of such personnel become unavailable, Consultant
may substitute other personnel of at least equal competence and experience upon written
approval of Commission. In the event that Commission and Consultant cannot agree as
to the substitution of key personnel, Commission shall be entitled to terminate this
Agreement for cause, pursuant to provisions of Section 3.16 of this Agreement. The key
personnel for performance of this Agreement are as follows: Georgiena M. Vivian; Erik
Ruehr; Richard W. Lee; Jason Ellard; Viggen Davidian; Teifion Rice Evans; Jarret Walker;
Eric Banghart; and Phillip Erickson.
3.7 Commission’s Representative. Commission hereby designates
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 Commission for all purposes under this Agreement.
Consultant shall not accept direction from any person other than Commission's
Representative or his or her designee.
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3.8 Consultant’s Representative. Consultant hereby designates
Georgiena M. Vivian, or his or her designee, to act as its representative for the
performance of this Agreement ("Consultant’s Representative"). Consultant’s
Representative shall have full authority to represent and act on behalf of the Consultant
for all purposes under this Agreement. The Consultant’s Representative shall supervise
and direct the Services, using his or her 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.
3.9 Coordination of Services. Consultant 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.
3.10 Standard of Care; Licenses. Consultant shall perform the Services
under this Agreement in a skillful and competent manner, consistent with the standard
generally recognized as being employed by professionals in the same discipline in the
State of California. Consultant represents and maintains that it is skilled in the
professional calling necessary to perform the Services. Consultant warrants that all
employees and subcontractors shall have sufficient skill and experience to perform the
Services assigned to them. Finally, Consultant 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. Consultant shall perform, at
its own cost and expense and without reimbursement from Commission, any Services
necessary to correct errors or omissions which are caused by the Consultant’s failure to
comply with the standard of care provided for herein, and shall be fully responsible to the
Commission for all damages and other liabilities provided for in the indemnification
provisions of this Agreement arising from the Consultant’s errors and omissions.
3.11 Laws and Regulations. Consultant shall keep itself fully informed of
and in compliance with all local, state and federal laws, rules and regulations in any
manner affecting the performance of the Project or the Services, including all Cal/OSHA
requirements, and shall give all notices required by law. Consultant shall be liable for all
violations of such laws and regulations in connection with Services. If the Consultant
performs any work knowing it to be contrary to such laws, rules and regulations and
without giving written notice to Commission, Consultant shall be solely responsible for all
costs arising therefrom. Consultant shall defend, indemnify and hold Commission, its
officials, directors, officers, employees and agents free and harmless, pursuant to the
indemnification provisions of this Agreement, from any claim or liability arising out of any
failure or alleged failure to comply with such laws, rules or regulations.
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3.12 Insurance.
3.12.1 Time for Compliance. Consultant shall not commence work
under this Agreement until it has provided evidence satisfactory to the Commission that
it has secured all insurance required under this section, in a form and with insurance
companies acceptable to the Commission. In addition, Consultant shall not allow any
subcontractor to commence work on any subcontract until it has secured all insurance
required under this section.
3.12.2 Minimum Requirements. Consultant 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 Consultant, its agents, representatives, employees
or subcontractors. Consultant shall also require all of its subcontractors to procure and
maintain the same insurance for the duration of the Agreement. Such insurance shall
meet at least the following minimum levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be at
least as broad as the latest version of the following: (1) General Liability: Insurance
Services Office Commercial General Liability coverage (occurrence form CG 0001 or
exact equivalent); (2) Automobile Liability: Insurance Services Office Business Auto
Coverage (form CA 0001, code 1 (any auto) or exact equivalent); and (3) Workers’
Compensation and Employer’s Liability: Workers’ Compensation insurance as required
by the State of California and Employer’s Liability Insurance.
(B) Minimum Limits of Insurance. Consultant shall
maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily
injury, personal injury and property damage. If Commercial General Liability Insurance
or other form with general aggregate limit is used, either the general aggregate limit shall
apply separately to this Agreement/location or the general aggregate limit shall be twice
the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily
injury and property damage; and (3) if Consultant 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.
3.12.3 Professional Liability. Consultant shall procure and maintain,
and require its sub-consultants to procure and maintain, for a period of five (5) years
following completion of the Project, errors and omissions liability insurance appropriate to
their profession. Such insurance shall be in an amount not less than $1,000,000 per
claim. This insurance shall be endorsed to include contractual liability applicable to this
Agreement and shall be written on a policy form coverage specifically designed to protect
against acts, errors or omissions of the Consultant. “Covered Professional Services” as
designated in the policy must specifically include work performed under this Agreement.
The policy must “pay on behalf of” the insured and must include a provision establishing
the insurer's duty to defend.
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3.12.4 Insurance Endorsements. The insurance policies shall
contain the following provisions, or Consultant shall provide endorsements on forms
approved by the Commission to add the following provisions to the insurance policies:
(A) General Liability.
(i) Commercial General Liability Insurance must
include coverage for (1) bodily Injury and property damage; (2) personal Injury/advertising
Injury; (3) premises/operations liability; (4) products/completed operations liability; (5)
aggregate limits that apply per Project; (6) explosion, collapse and underground (UCX)
exclusion deleted; (7) contractual liability with respect to this Agreement; (8) broad form
property damage; and (9) independent consultants coverage.
(ii) The policy shall contain no endorsements or
provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for
claims or suits by one insured against another; or (3) contain any other exclusion contrary
to this Agreement.
(iii) The policy shall give the Commission, its
directors, officials, officers, employees, and agents insured status using ISO endorsement
forms 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage.
(iv) The additional insured coverage under the
policy shall be “primary and non-contributory” and will not seek contribution from the
Commission’s insurance or self-insurance and shall be at least as broad as CG 20 01 04
13, or endorsements providing the exact same coverage.
(B) Automobile Liability. The automobile liability policy
shall be endorsed to state that: (1) the Commission, 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 Consultant or for which the Consultant 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 Consultant’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 Consultant’s insurance and shall
not be called upon to contribute with it in any way.
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(C) Workers’ Compensation and Employers Liability
Coverage.
(i) Consultant certifies that he/she is aware of the
provisions of Section 3700 of the California Labor Code which requires every employer
to be insured against liability for workers’ compensation or to undertake self-insurance in
accordance with the provisions of that code, and he/she will comply with such provisions
before commencing work under this Agreement.
(ii) The insurer shall agree to waive all rights of
subrogation against the Commission, its directors, officials, officers, employees and
agents for losses paid under the terms of the insurance policy which arise from work
performed by the Consultant.
(D) All Coverages.
(i) Defense costs shall be payable in addition to the
limits set forth hereunder.
(ii) Requirements of specific coverage or limits
contained in this section are not intended as a limitation on coverage, limits, or other
requirement, or a waiver of any coverage normally provided by any insurance. It shall be
a requirement under this Agreement that any available insurance proceeds broader than
or in excess of the specified minimum insurance coverage requirements and/or limits set
forth herein shall be available to the Commission, 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) Consultant shall provide the Commission at
least thirty (30) days prior written notice of cancellation of any policy required by this
Agreement, except that the Consultant shall provide at least ten (10) days prior written
notice of cancellation of any such policy due to non-payment of premium. If any of the
required coverage is cancelled or expires during the term of this Agreement, the
Consultant shall deliver renewal certificate(s) including the General Liability Additional
Insured Endorsement to the Commission at least ten (10) days prior to the effective date
of cancellation or expiration.
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(v) The retroactive date (if any) of each policy is to
be no later than the effective date of this Agreement. Consultant shall maintain such
coverage continuously for a period of at least three years after the completion of the work
under this Agreement. Consultant shall purchase a one (1) year extended reporting
period A) if the retroactive date is advanced past the effective date of this Agreement; B)
if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-
made policy with a retroactive date subsequent to the effective date of this Agreement.
(vi) The foregoing requirements as to the types and
limits of insurance coverage to be maintained by Consultant, and any approval of said
insurance by the Commission, is not intended to and shall not in any manner limit or
qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to
this Agreement, including but not limited to, the provisions concerning indemnification.
(vii) If at any time during the life of the Agreement,
any policy of insurance required under this Agreement does not comply with these
specifications or is canceled and not replaced, Commission has the right but not the duty
to obtain the insurance it deems necessary and any premium paid by Commission will be
promptly reimbursed by Consultant or Commission will withhold amounts sufficient to pay
premium from Consultant payments. In the alternative, Commission may cancel this
Agreement. The Commission may require the Consultant to provide complete copies of
all insurance policies in effect for the duration of the Project.
(viii) Neither the Commission nor any of its directors,
officials, officers, employees or agents shall be personally responsible for any liability
arising under or by virtue of this Agreement.
Each insurance policy required by this Agreement shall
be endorsed to state that:
3.12.5 Deductibles and Self-Insurance Retentions. Any deductibles
or self-insured retentions must be declared to and approved by the Commission. If the
Commission does not approve the deductibles or self-insured retentions as presented,
Consultant shall guarantee that, at the option of the Commission, either: (1) the insurer
shall reduce or eliminate such deductibles or self-insured retentions as respects the
Commission, its directors, officials, officers, employees and agents; or, (2) the Consultant
shall procure a bond guaranteeing payment of losses and related investigation costs,
claims and administrative and defense expenses.
3.12.6 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.
3.12.7 Verification of Coverage. Consultant shall furnish
Commission with original certificates of insurance and endorsements effecting coverage
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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.
3.12.8 Subconsultant Insurance Requirements. Consultant shall not
allow any subcontractors or subconsultants to commence work on any subcontract until
they have provided evidence satisfactory to the Commission that they have secured all
insurance required under this section. Policies of commercial general liability insurance
provided by such subcontractors or subconsultants shall be endorsed to name the
Commission as an additional insured using ISO form CG 20 38 04 13 or an endorsement
providing the exact same coverage. If requested by Consultant, the Commission may
approve different scopes or minimum limits of insurance for particular subcontractors or
subconsultants.
3.13 Safety. Consultant shall execute and maintain its work so as to avoid
injury or damage to any person or property. In carrying out its Services, the Consultant
shall at all times be in compliance with all applicable local, state and federal laws, rules
and regulations, and shall exercise all necessary precautions for the safety of employees
appropriate to the nature of the work and the conditions under which the work is to be
performed. Safety precautions as applicable shall include, but shall not be limited to: (A)
adequate life protection and life saving equipment and procedures; (B) instructions in
accident prevention for all employees and subcontractors, such as safe walkways,
scaffolds, fall protection ladders, bridges, gang planks, confined space procedures,
trenching and shoring, equipment and other safety devices, equipment and wearing
apparel as are necessary or lawfully required to prevent accidents or injuries; and (C)
adequate facilities for the proper inspection and maintenance of all safety measures.
3.14 Fees and Payment.
3.14.1 Compensation. Consultant shall receive compensation,
including authorized reimbursements, for all Services rendered under this Agreement at
the rates set forth in Exhibit "C" attached hereto. The total compensation shall not exceed
nine hundred sixty-three thousand two dollars ($963,002) without written approval of
Commission's Executive Director (“Total Compensation”). Extra Work may be
authorized, as described below, and if authorized, will be compensated at the rates and
manner set forth in this Agreement.
3.14.2 Payment of Compensation. Consultant shall submit to
Commission a monthly statement which indicates work completed and hours of Services
rendered by Consultant. 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
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pay all approved charges thereon.
3.14.3 Reimbursement for Expenses. Consultant shall not be
reimbursed for any expenses unless authorized in writing by Commission.
3.14.4 Extra Work. At any time during the term of this Agreement,
Commission may request that Consultant 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. Consultant shall not perform, nor be
compensated for, Extra Work without written authorization from Commission's Executive
Director.
3.15 Accounting Records. Consultant shall maintain complete and
accurate records with respect to all costs and expenses incurred and fees charged under
this Agreement. All such records shall be clearly identifiable. Consultant 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. Consultant 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.
3.16 Termination of Agreement.
3.16.1 Grounds for Termination. Commission may, by written notice
to Consultant, terminate the whole or any part of this Agreement at any time and without
cause by giving written notice to Consultant of such termination, and specifying the
effective date thereof. Upon termination, Consultant shall be compensated only for those
services which have been fully and adequately rendered to Commission through the
effective date of the termination, and Consultant shall be entitled to no further
compensation. Consultant may not terminate this Agreement except for cause.
3.16.2 Effect of Termination. If this Agreement is terminated as
provided herein, Commission may require Consultant to provide all finished or unfinished
Documents and Data, as defined below, and other information of any kind prepared by
Consultant in connection with the performance of Services under this Agreement.
Consultant shall be required to provide such document and other information within fifteen
(15) days of the request.
3.16.3 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.
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3.17 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:
CONSULTANT: COMMISSION:
VRPA Technologies, Inc. Riverside County
4630 W. Jennifer, Suite 105 Transportation Commission
Fresno, CA 93722 4080 Lemon Street, 3rd Floor
Riverside, CA 92501
Attn: Georgiena M. Vivian 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.
3.18 Ownership of Materials/Confidentiality.
3.18.1 Documents & Data. This Agreement creates an exclusive and
perpetual license for Commission to copy, use, modify, reuse, or sub-license any and all
copyrights and designs embodied in plans, specifications, studies, drawings, estimates,
materials, data and other documents or works of authorship fixed in any tangible medium
of expression, including but not limited to, physical drawings or data magnetically or
otherwise recorded on computer diskettes, which are prepared or caused to be prepared
by Consultant under this Agreement (“Documents & Data”).
Consultant shall require all subcontractors to agree in writing that
Commission is granted an exclusive and perpetual license for any Documents & Data the
subcontractor prepares under this Agreement.
Consultant represents and warrants that Consultant has the legal
right to grant the exclusive and perpetual license for all such Documents & Data.
Consultant makes no such representation and warranty in regard to Documents & Data
which were prepared by design professionals other than Consultant or provided to
Consultant by the Commission.
Commission shall not be limited in any way in its use of the
Documents & Data at any time, provided that any such use not within the purposes
intended by this Agreement shall be at Commission’s sole risk.
3.18.2 Intellectual Property. In addition, Commission shall have and
retain all right, title and interest (including copyright, patent, trade secret and other
proprietary rights) in all plans, specifications, studies, drawings, estimates, materials,
data, computer programs or software and source code, enhancements, documents, and
any and all works of authorship fixed in any tangible medium or expression, including but
not limited to, physical drawings or other data magnetically or otherwise recorded on
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computer media (“Intellectual Property”) prepared or developed by or on behalf of
Consultant under this Agreement as well as any other such Intellectual Property prepared
or developed by or on behalf of Consultant under this Agreement.
The Commission shall have and retain all right, title and interest in
Intellectual Property developed or modified under this Agreement whether or not paid for
wholly or in part by Commission, whether or not developed in conjunction with Consultant,
and whether or not developed by Consultant. Consultant will execute separate written
assignments of any and all rights to the above referenced Intellectual Property upon
request of Commission.
Consultant shall also be responsible to obtain in writing separate
written assignments from any subcontractors or agents of Consultant of any and all right
to the above referenced Intellectual Property. Should Consultant, either during or
following termination of this Agreement, desire to use any of the above-referenced
Intellectual Property, it shall first obtain the written approval of the Commission.
All materials and documents which were developed or prepared by
the Consultant for general use prior to the execution of this Agreement and which are not
the copyright of any other party or publicly available and any other computer applications,
shall continue to be the property of the Consultant. However, unless otherwise identified
and stated prior to execution of this Agreement, Consultant represents and warrants that
it has the right to grant the exclusive and perpetual license for all such Intellectual Property
as provided herein.
Commission further is granted by Consultant a non-exclusive and
perpetual license to copy, use, modify or sub-license any and all Intellectual Property
otherwise owned by Consultant which is the basis or foundation for any derivative,
collective, insurrectional, or supplemental work created under this Agreement.
3.18.3 Confidentiality. All ideas, memoranda, specifications, plans,
procedures, drawings, descriptions, computer program data, input record data, written
information, and other Documents and Data either created by or provided to Consultant
in connection with the performance of this Agreement shall be held confidential by
Consultant. Such materials shall not, without the prior written consent of Commission, be
used by Consultant for any purposes other than the performance of the Services. Nor
shall such materials be disclosed to any person or entity not connected with the
performance of the Services or the Project. Nothing furnished to Consultant which is
otherwise known to Consultant or is generally known, or has become known, to the
related industry shall be deemed confidential. Consultant shall not use Commission's
name or insignia, photographs of the Project, or any publicity pertaining to the Services
or the Project in any magazine, trade paper, newspaper, television or radio production or
other similar medium without the prior written consent of Commission.
3.18.4 Infringement Indemnification. Consultant shall defend,
indemnify and hold the Commission, its directors, officials, officers, employees,
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volunteers and agents free and harmless, pursuant to the indemnification provisions of
this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade
name, trademark, or any other proprietary right of any person or entity in consequence of
the use on the Project by Commission of the Documents & Data, including any method,
process, product, or concept specified or depicted.
3.19 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.
3.20 Attorney's Fees. If either party commences an action against the
other party, either legal, administrative or otherwise, arising out of or in connection with
this Agreement, the prevailing party in such litigation shall be entitled to have and recover
from the losing party reasonable attorney's fees and costs of such actions.
3.21 Indemnification. Consultant shall defend, indemnify and hold the
Commission, its directors, officials, officers, agents, consultants, employees and
volunteers free and harmless from any and all claims, demands, causes of action, costs,
expenses, liabilities, losses, damages or injuries, in law or in equity, to property or
persons, including wrongful death, in any manner arising out of or incident to any alleged
negligent acts, omissions or willful misconduct of the Consultant, its officials, officers,
employees, agents, consultants, and contractors arising out of or in connection with the
performance of the Services, the Project or this Agreement, including without limitation,
the payment of all consequential damages, attorneys fees and other related costs and
expenses. Consultant shall defend, at Consultant’s own cost, expense and risk, any and
all such aforesaid suits, actions or other legal proceedings of every kind that may be
brought or instituted against the Commission, its directors, officials, officers, agents,
consultants, employees and volunteers. Consultant shall pay and satisfy any judgment,
award or decree that may be rendered against the Commission or its directors, officials,
officers, agents, consultants, employees and volunteers, in any such suit, action or other
legal proceeding. Consultant shall reimburse the Commission and its directors, officials,
officers, agents, consultants, employees and volunteers, for any and all legal expenses
and costs, including reasonable attorney’s fees, incurred by each of them in connection
therewith or in enforcing the indemnity herein provided. Consultant’s obligation to
indemnity shall not be restricted to insurance proceeds, if any, received by the
Commission or its directors, officials, officers, agents, consultants, employees and
volunteers. Notwithstanding the foregoing, to the extent Consultant's Services are
subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent
required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to
the negligence, recklessness, or willful misconduct of the Consultant. This Section 3.21
shall survive any expiration or termination of this Agreement.
3.22 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
supplemented, amended, or modified by a writing signed by both parties.
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3.23 Governing Law. This Agreement shall be governed by the laws of
the State of California. Venue shall be in Riverside County.
3.24 Time of Essence. Time is of the essence for each and every
provision of this Agreement.
3.25 Commission's Right to Employ Other Consultants. The Commission
reserves the right to employ other consultants in connection with this Project.
3.26 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the parties, and shall not be assigned by Consultant without
the prior written consent of Commission.
3.27 Prohibited Interests and Conflicts.
3.27.1 Solicitation. Consultant maintains and warrants that it has not
employed nor retained any company or person, other than a bona fide employee working
solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants
that it has not paid nor has it agreed to pay any company or person, other than a bona
fide employee working solely for Consultant, any fee, commission, percentage, brokerage
fee, gift or other consideration contingent upon or resulting from the award or making of
this Agreement. For breach or violation of this warranty, Commission shall have the right
to rescind this Agreement without liability.
3.27.2 Conflict of Interest. 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.
3.27.3 Conflict of Employment. Employment by the Consultant of
personnel currently on the payroll of the Commission shall not be permitted in the
performance of this Agreement, even though such employment may occur outside of the
employee’s regular working hours or on weekends, holidays or vacation time. Further,
the employment by the Consultant of personnel who have been on the Commission
payroll within one year prior to the date of execution of this Agreement, where this
employment is caused by and or dependent upon the Consultant securing this or related
Agreements with the Commission, is prohibited.
3.27.4 Employment Adverse to the Commission. Consultant shall
notify the Commission, and shall obtain the Commission’s written consent, prior to
accepting work to assist with or participate in a third-party lawsuit or other legal or
administrative proceeding against the Commission during the term of this Agreement.
3.28 Equal Opportunity Employment. Consultant represents that it is an
equal opportunity employer and it shall not discriminate against any employee or
applicant for employment because of race, religion, color, national origin, ancestry, sex
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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. Consultant shall also comply with all relevant provisions
of Commission's Disadvantaged Business Enterprise program, Affirmative Action Plan or
other related Commission programs or guidelines currently in effect or hereinafter
enacted.
3.29 Subcontracting. Consultant shall not subcontract any portion of the
work or Services required by this Agreement, except as expressly stated herein, without
prior written approval of the Commission. Subcontracts, if any, shall contain a provision
making them subject to all provisions stipulated in this Agreement.
3.30 Prevailing Wages. By its execution of this Agreement, Consultant
certified that it is aware of the requirements of California Labor Code Sections 1720 et
seq. and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000
et seq. (“Prevailing Wage Laws”), which require the payment of prevailing wage rates
and the performance of other requirements on certain “public works” and “maintenance”
projects. If 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 $1,000 or more, Consultant agrees to fully comply with such Prevailing
Wage Laws. The Commission shall provide Consultant with a copy of the prevailing rate
of per diem wages in effect at the commencement of this Agreement. Consultant shall
make copies of the prevailing rates of per diem wages for each craft, classification or type
of worker needed to execute the Services available to interested parties upon request,
and shall post copies at the Consultant's principal place of business and at the project
site. Consultant shall defend, indemnify and hold the Commission, its elected officials,
officers, employees and agents free and harmless from any claims, liabilities, costs,
penalties or interest arising out of any failure or alleged failure to comply with the
Prevailing Wage Laws.
3.30.1 DIR Registration. Effective March 1, 2015, if the Services are
being performed as part of an applicable “public works” or “maintenance” project, then
pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all
subconsultants must be registered with the Department of Industrial Relations. If
applicable, Consultant shall maintain registration for the duration of the Project and
require the same of any subconsultants. This Project may also be subject to compliance
monitoring and enforcement by the Department of Industrial Relations. It shall be
Consultant’s sole responsibility to comply with all applicable registration and labor
compliance requirements.
3.31 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
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trade in which he or she is employed and shall be employed only in the craft or trade to
which he or she is registered.
If California Labor Code Section 1777.5 applies to the Services, Consultant
and any subcontractor hereunder who employs workers in any apprenticeable craft or
trade shall apply to the joint apprenticeship council administering applicable standards for
a certificate approving Consultant or any sub-consultant for the employment and training
of apprentices. Upon issuance of this certificate, Consultant and any sub-consultant shall
employ the number of apprentices provided for therein, as well as contribute to the fund
to administer the apprenticeship program in each craft or trade in the area of the work
hereunder.
The parties expressly understand that the responsibility for compliance with
provisions of this Section and with Sections 1777.5, 1777.6 and 1777.7 of the California
Labor Code in regard to all apprenticeable occupations lies with Consultant.
3.32 No Waiver. Failure of Commission to insist on any one occasion
upon strict compliance with any of the terms, covenants or conditions hereof shall not be
deemed a waiver of such term, covenant or condition, nor shall any waiver or
relinquishment of any rights or powers hereunder at any one time or more times be
deemed a waiver or relinquishment of such other right or power at any other time or times.
3.33 Eight-Hour Law. Pursuant to the provisions of the California Labor
Code, eight hours of labor shall constitute a legal day's work, and the time of service of
any worker employed on the work shall be limited and restricted to eight hours during any
one calendar day, and forty hours in any one calendar week, except when payment for
overtime is made at not less than one and one-half the basic rate for all hours worked in
excess of eight hours per day ("Eight-Hour Law"), unless Consultant or the Services are
not subject to the Eight-Hour Law. Consultant shall forfeit to Commission as a penalty,
$50.00 for each worker employed in the execution of this Agreement by him, or by any
sub-consultant under him, for each calendar day during which such workman is required
or permitted to work more than eight hours in any calendar day and forty hours in any one
calendar week without such compensation for overtime violation of the provisions of the
California Labor Code, unless Consultant or the Services are not subject to the Eight-
Hour Law.
3.34 Subpoenas or Court Orders. Should Consultant receive a subpoena
or court order related to this Agreement, the Services or the Project, Consultant shall
immediately provide written notice of the subpoena or court order to the Commission.
Consultant shall not respond to any such subpoena or court order until notice to the
Commission is provided as required herein, and shall cooperate with the Commission in
responding to the subpoena or court order.
3.35 Survival. All rights and obligations hereunder that by their nature are
to continue after any expiration or termination of this Agreement, including, but not limited
to, the indemnification and confidentiality obligations, and the obligations related to receipt
of subpoenas or court orders, shall survive any such expiration or termination.
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3.36 No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.37 Labor Certification. By its signature hereunder, Consultant certifies
that it is aware of the provisions of Section 3700 of the California Labor Code which
require every employer to be insured against liability for Workers’ Compensation or to
undertake self-insurance in accordance with the provisions of that Code, and agrees to
comply with such provisions before commencing the performance of the Services.
3.38 Counterparts. This Agreement may be signed in counterparts, each
of which shall constitute an original.
3.39 Incorporation of Recitals. The recitals set forth above are true and
correct and are incorporated into this Agreement as though fully set forth herein.
3.40 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.
3.41 Conflicting Provisions. In the event that provisions of any attached
exhibits conflict in any way with the provisions set forth in this Agreement, the language,
terms and conditions contained in this Agreement shall control the actions and obligations
of the Parties and the interpretation of the Parties’ understanding concerning the
performance of the Services.
3.42 Headings. Article and Section Headings, paragraph captions or
marginal headings contained in this Agreement are for convenience only and shall have
no effect in the construction or interpretation of any provision herein.
3.43 Assignment or Transfer. Consultant shall not assign, hypothecate,
or transfer, either directly or by operation of law, this Agreement or any interest herein,
without the prior written consent of the Commission. Any attempt to do so shall be null
and void, and any assignees, hypothecates or transferees shall acquire no right or interest
by reason of such attempted assignment, hypothecation or transfer.
3.44 Authority to Enter Agreement. Consultant 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.
[SIGNATURES ON FOLLOWING PAGE]
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SIGNATURE PAGE
TO
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
AGREEMENT FOR A LONG RANGE TRANSPORTATION PLAN
WITH VRPA TECHNOLOGIES, INC.
IN WITNESS WHEREOF, this Agreement was executed on the date first
written above.
RIVERSIDE COUNTY CONSULTANT
TRANSPORTATION COMMISSION VRPA TECHNOLOGIES, INC.
By: _________________________ By: ____________________________
[INSERT NAME] Signature
Chairman
__________________________
Name
__________________________
Title
Approved as to Form: Attest:
By: ____________________________ By: ________________________
Best Best & Krieger LLP Its: Secretary
General Counsel
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17336.00000\8752982.2
EXHIBIT "A" - SCOPE OF SERVICES [ TO BE INSERTED]
EXHIBIT "B" - SCHEDULE OF SERVICES [ TO BE INSERTED]
EXHIBIT "C" – COMPENSATION [ TO BE INSERTED]
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AGENDA ITEM 11
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Agenda Item 11
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE: April 24, 2017
TO: Budget and Implementation Committee
FROM: Sheldon Peterson, Rail Manager
THROUGH: Robert Yates, Multimodal Services Director
SUBJECT: Amendment to Commission’s Rail Program Short Range Transit Plans
STAFF RECOMMENDATION:
This item is for the Committee to:
1) Amend the Commission’s Commuter Rail Program’s FY 2016/17 Short Range Transit Plan
(SRTP), as follows:
a) Allocate $16,956,682 of Federal Transit Administration (FTA) Section 5307 Grant
funds to the 2017 Riverside County Rail Passenger Efficiency Upgrades project;
and
b) Allocate $16,816,916 of FTA Section 5337 Grant funds to the 2017 Commuter
Rail State of Good Repair project; and
2) Forward to the Commission for final action.
BACKGROUND INFORMATION:
The Commission’s Rail Program is responsible for the management of several key funding
sources and grants that are used directly for Metrolink service and capital upgrades as well as
station and rail property related projects. These grants have a long lead time to get into the
state and federal grant process in order to obtain approvals. Amendment of the SRTP initiates
this process in order to make the funds available for use in the current and future fiscal budget
years. There are no immediate financial commitments or contracts associated with amending
the SRTP, and all related projects including construction or other cash expenditures will come
back to the Commission for formal approval.
The first step in making the grant funds usable is to update the SRTPs, which include plans for
the Commission’s Commuter Rail Program and provide detailed information about existing
services and facilities, financial forecasts, and plans, as well as planned and proposed
improvements to be implemented. This amendment will allow these projects to be included in
the list of Federal Transportation Improvement Projects and the annual Program of Projects.
The Commission’s Commuter Rail Program is requesting the following amendments and
allocations to the FY 2016/17 Commuter Rail SRTP in order to set up the ability to use grant
funds in future budget years:
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Agenda Item 11
1) Allocate $16,956,682 of FTA Section 5307 Grant funds to the 2017 Riverside County Rail
Passenger Efficiency Upgrades project; and
2) Allocate $16,816,916 FTA Section 5337 Grant funds to the 2017 Commuter Rail State of
Good Repair project.
The 2017 Riverside County Rail Passenger Efficiency Upgrades project is a series of
improvement efforts that will use FTA Section 5307 funds to improve the customer experience
for rail passengers traveling in and out of Riverside County. The customer experience is critical
to maintaining and improving the system ridership and maximizing the public investment in
transit. This project includes a number of separate elements that will help to build and improve
the local transportation network.
Specifically, the project will enhance passenger access to the system with improved station
platforms and access ways including pedestrian bridges, walkways, connections, parking,
bicycle paths, and bicycle storage solutions to facilitate active transportation to the stations. In
addition, related track work and layover facilities that can be used to improve passenger train
performance and availability will be implemented. The needed property for expanded parking
and parking structures could also be part of this project. Technology upgrades to ticket vending
machines, customer information kiosks, communication upgrades, signage, and potentially
wireless internet connectivity at the station could be included. Staff will work cooperatively
with capital programs and facility management staff to continue to identify specific projects
and initiate project development.
The grant projects will also look to address passenger comfort and security at the stations, with
passenger shelters to protect riders from the elements and emergency phones to improve
security. Security and safety will also be addressed with improved fencing and access control to
the platforms to ensure safe and efficient paths of travel for the riders. Security lighting will
also be included to make the stations welcoming throughout the year, especially for the early
morning and late night commuters.
The projects identified will fundamentally improve the entire station experience and will
enhance the network’s ability to attract and retain ridership. The customer's journey on the
Metrolink rail system begins and ends at the stations, and the quality of the customer’s time
there can dramatically impact his or her decision to use transit in the future.
The FTA 5337 funding will be used for the 2017 Commuter Rail State of Good Repair project.
This project includes investments in the Commission’s stations and rail infrastructure as well as
providing funding to meet the Commission’s obligations to the Metrolink system. These capital
improvements include a wide range of projects to the aging system. They could include
locomotive and rail car repair, rehabilitation, replacement, track and system upgrades and
rehabilitation, systems upgrades such as ticket vending machines, dispatching and safety
systems, and mechanical facilities.
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Agenda Item 11
The FTA funds are used on a reimbursement basis and are only available after the grants are
fully executed, which can be a four to six‐month process. As mentioned earlier, there are no
planned expenditures related to this action in the FY 2016/17 budget year; however, these
funds will be included in the FY 2017/18 and subsequent years’ budgets. The annual funding
breakdowns are below.
New Federal Grant Funds:
5307 Funds FY14‐15 5,829,758$
5307 Funds FY15‐16 5,935,385$
5307 Funds FY16‐17 (Partial) 5,191,539$
5307 Funds 16,956,682$
5337 Funds FY14‐15 6,006,974$
5337 Funds FY15‐16 6,825,023$
5337 Funds FY16‐17 (Partial) 3,984,919$
5337 Funds 16,816,916$
Total New Grants Funding 33,773,598$
Financial Information
In Fiscal Year Budget: Yes
N/A Years: FY 2017/18
FY 2018/19+ Amount: $ 500,000
$33,273,600
Source of Funds: FTA Section 5307 & FTA Section 5337
Grant funds Budget Adjustment: No
N/A
GLA No.: 004011 414 41404 265 33 41401 $16,956,682 FTA Section 5307 revenue
004017 414 41404 265 33 41401 $16,816,916 FTA Sections 5337 revenue
Fiscal Procedures Approved: Date: 04/16/2017
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AGENDA ITEM 12
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Agenda Item 12
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE: April 24, 2017
TO: Budget and Implementation Committee
FROM: Josefina Clemente, Transit Manager
THROUGH: Robert Yates, Multimodal Services Director
SUBJECT: Short Range Transit Plan Amendment to Riverside Transit Agency’s Fiscal Year
2016/2017 Capital Assistance Program
STAFF RECOMMENDATION:
This item is for the Committee to:
1) Approve modification to Riverside Transit Agency’s (RTA) FY 2016/17 capital assistance
program to reflect an additional $688,570 in FY 2013/14 and FY 2014/15 Federal Transit
Administration (FTA) Section 5339 Hemet urbanized area (UZA) funds to cover capital
expenses related to the Hemet Facility Rehabilitation project and allocate $172,143 in
State Transit Assistance (STA) funds to provide required match for the FTA Section 5339
funds;
2) Amend RTA’s FY 2016/17 capital assistance program to reflect an additional $1,492,532
in FY 2015/16 California Low Carbon Transit Operation Program (LCTOP) funds received
for the UCR Mobility Hub;
3) Reprogram the Local Transportation Fund (LTF) capital amount of $2,400,000 originally
identified for the Twin Cities Transit Center and move the funds to RTA’s new Operations
and Maintenance Facility project;
4) Approve amendments to RTA’s Short Range Transit Plans (SRTP) to reflect the changes
outlined above; and
5) Forward to the Commission for final action.
BACKGROUND INFORMATION:
At its July 13, 2016 meeting, the Commission approved and adopted the FY 2016/17 operating
and capital funding allocation for Riverside County based on the FY 2016/17 SRTP updates
prepared by the eight transit operators providing public transit services in the county. Since that
time, RTA received additional grant funding including the FY 2013/14 and FY 2014/15 Hemet UZA
FTA Section 5339 program and the FY 2015/16 LCTOP capital grant funds. The modification
details for RTA’s capital program are outlined below.
RTA Capital Assistance
Table 1a of Attachment 1 shows the currently approved capital requests based on RTA’s original
SRTP capital funding plan and Table 1b shows the proposed capital project requests based on
actual revenues received by RTA during FY 2016/17. Modification requests are as follows:
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Agenda Item 12
Reflect an additional $688,570 in Hemet UZA FTA Section 5339 capital funds and local STA
matching funds of $172,143 to be used toward the construction cost for the Hemet
Facility Rehabilitation project;
Reflect $1,492,532 in FY 2015/16 LCTOP funds awarded to RTA for the UCR Mobility Hub
project; and
Move the $2,400,000 in LTF capital funds originally programmed in RTA’s FY 2012/13 SRTP
for the Twin Cities Transit Center in Temecula (project will now be located at the
Temecula Promenade Mall) to cover capital expenses for RTA’s new Operations and
Maintenance facility project.
With the above adjustments, RTA’s capital assistance for FY 2016/17 will be increased by
$2,353,245.
Financial Impact
Staff reviewed RTA’s revised plan and recommends approval of its capital funding modifications
and related amendments to its FY 2016/17 and FY 2012/13 SRTPs. Since the LCTOP and FTA
Section 5339 funds are directly allocated to RTA, no Commission budget amendment is required
to support these requests. LTF capital funds of $2.4 million will only require moving the funds to
another capital project. The only financial impact to the Commission is the allocation of STA
funds. There is sufficient funding in the STA Western Riverside Bus FY 2016/17 capital budget to
provide the $172,143 STA local match required for the FTA Section 5339 funds. Therefore, no
budget adjustment is necessary.
Financial Information
In Fiscal Year Budget: Yes Year: FY 2016/17 Amount: $172,143
Source of Funds: State Transit Assistance (Western
County Bus) Budget Adjustment: No
GLA No.: 002201 86102 241 62 86102 (expenditure)
Fiscal Procedures Approved: Date: 04/16/2017
Attachment: RTA FY 2016/17 Capital Assistance by Funding Source
340
Table 1a - Currently Approved Capital Funding Plan Project DescriptionCapital Project NumberTotal Amount of FundsLTFSTASection 5307 Riv-San BernardinoSection 5307 - Murrieta/ Temecula/ MenifeeSection 5307 - HemetSection 5339 Bus & Bus FacilitiesHemet UZA Section 5339 Bus & Bus Facilities LCTOPRevenue Vehicles - (10) COFR - ReplFY17-11,983,400 297,510 1,685,890 Revenue Vehicles - (33) DAR - ReplFY17-23,305,895 495,884 2,810,011 Associated Transit ImprovementsFY17-3200,000 40,000 80,000 45,000 35,000 Capital Maintenance SparesFY17-41,110,065 222,013 888,052 Capitalized Tire LeaseFY17-5303,249 60,650 242,599 Maintenance/Support EquipmentFY17-672,888 14,578 58,310 Facility MaintenanceFY17-7266,760 53,352 213,408 Information SystemsFY17-890,000 18,000 72,000 Central Operations & Maintenance Facility FY17-93,952,209 790,442 3,161,767 Subtotal: Capital$11,284,466$0 $1,992,429 $3,991,471 $1,973,489 $165,310 $3,161,767$0$0 Table 1b - Modified Capital Funding Plan Project DescriptionCapital Project NumberTotal Amount of FundsLTFSTASection 5307 - Riv-San BernardinoSection 5307 - Murrieta/ Temecula/ MenifeeSection 5307 - HemetSection 5339 Bus & Bus FacilitiesSection 5339 Bus & Bus Facilities Hemet UZA LCTOPRevenue Vehicles - (10) COFR - ReplFY17-11,983,400 297,510 1,685,890Revenue Vehicles - (33) DAR - ReplFY17-23,305,895 495,884 2,810,011Associated Transit ImprovementsFY17-3200,000 40,000 80,000 45,000 35,000Capital Maintenance SparesFY17-41,110,065 222,013 888,052Capitalized Tire LeaseFY17-5303,249 60,650 242,599Maintenance/Support EquipmentFY17-672,888 14,578 58,310Facility MaintenanceFY17-7266,760 53,352 213,408Information SystemsFY17-890,000 18,000 72,000Central Operations & Maintenance Facility FY17-93,952,209 790,442 3,161,767Hemet Maintenance FacilityFY17-10860,713 172,143 688,570UCR Mobility HubFY17-111,492,532 1,492,532Twin Cities Transit CenterFY13-09(2,400,000) (2,400,000)Central Operations & Maintenance Facility FY17-92,400,000 2,400,000Subtotal: Capital$13,637,711$0 $2,164,572 $3,991,471 $1,973,489 $165,310 $3,161,767 $688,570 $1,492,532$2,353,245$0 $172,143$0$0$0$0 $688,570 $1,492,532Difference Between Currently Approved & Modified Capital PlanRiverside Transit AgencyFY 2016/17 SRTP Capital Assistance by Funding SourceATTACHMENT 1 341
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AGENDA ITEM 13
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Agenda Item 13
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE: April 24, 2017
TO: Budget and Implementation Committee
FROM: Robert Yates, Multimodal Services Director
THROUGH: John Standiford, Deputy Executive Director
SUBJECT: Request to Join the California Vanpool Authority
STAFF RECOMMENDATION:
This item is for the Committee to:
1) Adopt Resolution No. 17‐009, “Resolution of the Riverside County Transportation
Commission Resolving to Join the California Vanpool Authority”;
2) Authorize the Executive Director or designee to transmit a request to the California
Vanpool Authority (CalVans) board to approve the Commission to join the joint powers
authority;
3) Authorize the Executive Director, pursuant to legal counsel review, to execute an
addendum to the joint powers agreement to form CalVans to memorialize the
Commission’s membership;
4) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute
Agreement No. 17‐45‐089‐00 with SunLine Transit Agency (SunLine) to approve the
operation of the SunLine Vanpool Program (SolVan) under the terms and conditions of
the Commission’s membership in CalVans;
5) Authorize the Chair to appoint one member and one alternate to serve on the CalVans
board; and
6) Forward to the Commission for final action.
BACKGROUND INFORMATION:
Due to the various state and federal restrictions governing agricultural transportation, in 2011
certain transportation planning agencies and councils/associations of governments formed
CalVans as a joint powers authority. CalVans was created to provide vanpools primarily to
farm/agricultural workers in areas underserved by public transit. Since 2011, CalVans has formed
hundreds of successful vanpools, involving key agencies in California that have large agricultural
economies. CalVans’ services include the provision of late model 7 to 15‐passenger vans to drive
workers to and from a work site (primarily farming worksites) or secondary/higher educational
institutions. CalVans board is composed of representatives from each of the member agencies,
and CalVans only provides agricultural vanpools in areas where the jurisdiction has approved
membership rights.
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Agenda Item 13
CalVans works with each vanpool group to carefully screen, select, and train one of the
passengers to be the vanpool’s driver. In addition to providing the vehicle, CalVans pays for the
gas, maintenance, insurance, and repairs. Some member agencies provide to CalVans ongoing
subsidies or start up subsidies to incentivize the vanpools. The vanpool passengers pay CalVans
on a weekly basis for their unsubsidized portion of the transportation. CalVans provides onboard
mobile data terminals where the vanpool driver logs on, enters passenger and commuting
information, which is then used when CalVans submits monthly and annual National Transit
Database (NTD) reports.
DISCUSSION:
In 2012, a coalition of Eastern Coachella Valley community groups submitted an agricultural
worker vanpool program request to the Coachella Valley Association of Governments (CVAG) for
Congestion Mitigation and Air Quality (CMAQ) funding. This was an important development due
to the perception that an agricultural vanpool program was envisioned as a solution for needed
safe and reliable transportation to fields and jobsites, particularly for women. That application
was not selected, but in response to the community interest, SunLine took the lead on what
would become a second and subsequently successful CMAQ project application.
The SolVan, as currently structured, now intends to provide a full service vanpool and
transportation demand management program for the Coachella Valley focusing on the
underserved areas surrounding the eastern edge of the Salton Sea. SunLine and its contractor,
WSP | Parsons Brinckerhoff, are currently procuring vanpool providers to lease vehicles to the
traditional employer vanpool market in the greater Coachella Valley area. Since CalVans is a
public entity and has the necessary structure/approvals to provide vanpools to agricultural
commuter, Sunline and WSP | Parsons Brinckerhoff recommend CalVans as the provider of
choice to support the agricultural worker transportation element of the project.
Staff has been working closely with SunLine on the SolVan project and, at its request, is now in
agreement that it would be prudent for the Commission to join CalVans to provide Riverside
County with the appropriate membership rights and allow for the formation of agricultural
vanpools. Additionally, under an agreement between the Commission and SunLine, SunLine
would have access to the Commission’s IE Commuter rideshare platform, including the rideshare
database, to manage commuter and employer records in the Coachella Valley.
The benefit to a Commission membership is two‐fold. First, it will allow SunLine to immediately
incorporate the specialized agricultural vanpool component into its transit services program,
which will allow for deployment to occur during the current harvest season. This service would
immediately support the needs of agricultural workers in the Coachella Valley. Given the
Commission’s countywide reach, membership on the board would also provide a benefit to any
potential future vanpool program servicing other parts of the county including western Riverside
County, as a Commission membership would cover the entirety of Riverside County.
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Agenda Item 13
Secondly, since CalVans enters the van mileage accumulated in each approved membership area
into the NTD, this will have a positive effect on the formulas used for returning federal transit
dollars back to Riverside County due to the increased accumulated mileage and passenger trips
from the vanpools. CalVans currently operates in 13 California urbanized areas and reports all
program statistics generated by those vanpools, which is estimated to generate over $7 million
a year in additional federal funding that goes back into the state and specifically, those areas that
are represented by CalVans.
It should be noted CalVans does not directly receive state or federal transit/transportation funds,
as all operating costs are recovered from the vanpool passengers or their employers, which can
be either contractors or the farmers themselves, and member agency subsidies, which may be in
the form of state and federal funding.
Next Steps
To join CalVans, the Commission is required to adopt the attached resolution and forward it along
with the attached letter requesting CalVans approve the Commission to become an active
member. The request would then be reviewed and voted on by the CalVans board followed by
an amendment to the joint powers agreement. Staff’s understanding is that this process will take
approximately one month after receipt of the written request from the Commission. At this point
and upon execution of Agreement No. 17‐45‐089‐00, SunLine would be able to start forming
agricultural worker vanpools in the Coachella Valley and leverage the Commission’s IE Commuter
rideshare platform.
As a member, the Commission will be required to appoint one voting member and one alternate
member to sit on the board to represent Riverside County. Each appointed and alternate board
member serves at the pleasure of the member agency. There are no fees or required funding
contributions to become or remain a member of CalVans. Board meetings are scheduled
monthly, and typically held bimonthly, in Hanford, California, where CalVans is headquartered.
Members do not have to attend in person and may instead participate via conference call. While
there is no stipend paid to board members by CalVans, the Commission’s Administrative Code
provides for a stipend to the Commissioner whether participating in person or via conference
call. CalVans follows the Brown Act and provides notices, agendas, and meeting minutes publicly
on its website. Since there are no costs to the Commission with these actions, there is no impact
on the approved budget.
Attachments:
1) California Vanpool Authority Joint Powers Agreement
2) Resolution No. 17‐009
3) Draft Letter Requesting to Join the California Vanpool Authority
4) Draft Addendum to Form Joint Powers Authority
5) Draft Agreement No. 17‐45‐089‐00 with SunLine Transit Agency
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ATTACHMENT 1
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RESOLUTION NO. 17‐009
RESOLUTION OF THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION
RESOLVING TO JOIN THE CALIFORNIA VANPOOL AUTHORITY
WHEREAS, the Riverside County Transportation Commission (“Commission”) is a public
agency providing transportation services; and
WHEREAS, the California Vanpool Authority (“CalVans”) is a duly established joint
powers authority formed through the Agreement to Form Joint Powers Authority dated
October 21, 2011, for the purpose of owning, operating, and administering a public vanpool
transportation system within the territories of its member agencies (“Joint Powers
Agreement”); and
WHEREAS, the Commission desires become a member agency of CalVans to share
resources and provide public vanpool transportation options for the traveling public.
NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED by the Members of
the Board of the Riverside County Transportation Commission as follows:
1.The Members of the Board of the Commission hereby find and declare that the
above recitals are true and correct.
2.The Commission shall request to become a member agency of CalVans through
the transmission of a letter to CalVans, in the form attached hereto as Exhibit A.
3.The Executive Director of the Commission is authorized to execute an addendum
to the Joint Powers Agreement, in the form attached hereto as Exhibit B, and
cause the Commission to become a member agency of CalVans.
ADOPTED, SIGNED, AND APPROVED at the meeting of the Members of the Board of the
Riverside County Transportation Commission held the 10th day of May, 2017.
By:
John F. Tavaglione, Chairman
ATTEST:
By:
Jennifer Harmon, Clerk of the Board
ATTACHMENT 2
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Exhibit A
Exhibit A
Letter Requesting Membership in CalVans
[attached behind this page]
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Exhibit B
Exhibit B
Addendum to CalVans JPA Agreement
[attached behind this page]
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<Date>
Ron Hughes, Executive Director
California Vanpool Authority (CalVans)
1340 North Drive
Hanford, CA 93230
Dear Mr. Hughes,
The Riverside County Transportation Commission (RCTC) would like to request membership in the
California Vanpool Authority (CalVans).
On <Date>, the RCTC Commission authorized the RCTC Executive Director to execute an agreement to join
CalVans.
Through this letter, RCTC is requesting that the CalVans Board of Directors review this membership
request at their next meeting on <date>.
We look forward to the outcome and working with CalVans on future projects. Should you have any
questions, please contact <insert RCTC or SunLine staff contact name, phone and e‐mail>.
Sincerely,
Anne Mayer
Executive Director
ATTACHMENT 3
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1
ADDENDUM
TO
AGREEMENT TO FORM JOINT POWERS AUTHORITY
(CalVans)
THIS ADDENDUM authorized on <date> by the Riverside County Transportation Commission (RCTC)
Executive Committee in light of the following:
RECITALS:
WHEREAS, on or about October 21, 2011, certain public entities entered into an AGREEMENT TO FORM
A JOINT POWERS AUTHORITY (“Agreement”), a true and correct copy which is attached hereto as Exhibit
A and incorporated herein by this reference, whereby they formed an entity known as “California
Vanpool Authority” or “CalVans”; and
WHEREAS, in Section 4 of Article IV of the Agreement provision is made for other public entities to join
CalVans; and
WHEREAS, RCTC made a written request for inclusion as a member agency of CalVans with the Executive
Director of CalVans; and
WHEREAS, on <date>, during a duly convened meeting, the Board of Directors of CalVans voted
unanimously to accept RCTC as a member of CalVans; and
WHEREAS, upon execution of the Agreement, RCTC shall become a full and equal member of CalVans;
and
WHEREAS, by signing this addendum, RCTC intends to be executing the Agreement in satisfaction of the
requirement set forth in section 4 of Article IV of the Agreement.
NOW, THEREFORE, RCTC agrees as set forth below.
1.Agreement. RCTC agrees that by signing this addendum it acknowledges that it is executing the
Agreement and thereby becoming a full and equal member of CalVans with all of the rights,
privileges, duties and responsibilities of a member of CalVans as expressed or implied in the
Agreement.
2.Notices. Any notices to the RCTC required or given pursuant to the Agreement shall be mailed,
U.S. first class, postage prepaid, addressed as follows:
Riverside County Transportation Commission
4080 Lemon Street, 3rd Floor
Riverside, CA 92501
IN WITNESS WHEREOF, RCTC has caused this addendum to be executed by an authorized officer of RCTC
to be effective on the date first above written.
ATTACHMENT 4
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SIGNATURE PAGE
TO
ADDENDUM
TO
AGREEMENT TO FORM JOINT POWERS AUTHORITY
(CalVans)
Riverside County Transportation Commission
Dated: _________________ __________________________________________
Anne Mayer, Executive Director
Approved as to Form:
Dated: __________________ __________________________________________
Legal Counsel, Best Best and Krieger
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17336.00013\29453453.2
Agreement No. 17-45-089-00
EMPLOYER AND COMMUTER
TRIP REDUCTION/RIDESHARE PROGRAMS
COOPERATIVE AGREEMENT
AND
SOFTWARE SUBLICENSE AGREEMENT
THIS AGREEMENT ("Agreement") is made and entered into on this ___ day of
_____________, 2017 (“Effective Date”), in the State of California by and between the
RIVERSIDE COUNTY TRANSPORTATION COMMISSION, referred to herein as “RCTC” and
SUNLINE TRANSIT AGENCY, referred to herein as “SunLine”.
RECITALS
WHEREAS, RCTC owns a perpetual license for and operates a derivative of web based
software known as Komotor (“Software”) to implement an Employer and Commuter Trip
Reduction Rideshare program (“IE Commuter”), which Software was originally developed by Base
Technologies LLC, which is a subsidiary of CA Inc.; and
WHEREAS, utilizing the Software, RCTC operates a bi-county IE Commuter program in
Riverside and San Bernardino Counties under the name IE511.org; and
WHEREAS, as part of operating IE Commuter, RCTC utilizes the Software to create,
maintain and update a database of employers and commuters (“Regional Database”); and
WHEREAS, now, or in the future, the Regional Database may contain employer and
commuter information obtained from RCTC’s operation of or assistance with other commuter
assistance and rideshare programs; and
WHEREAS, SunLine desires to expand commuter assistance and rideshare programs
provided in Eastern Riverside County, and has adopted a Transportation Demand Management
(TDM) & Vanpool program (“SunLine Commuter”), a new three-year project, with the goal of
forming vanpools and providing supporting TDM services in Eastern Riverside County; and
WHEREAS, SunLine’s outreach efforts will target key groups of employers, employees,
and commuters located in the Coachella Valley; and
WHEREAS, in order to efficiently provide complementary services to those already
provided by RCTC through IE Commuter, SunLine desires to obtain a sublicense to access and
utilize the Software in order to maximize the effectiveness of SunLine Commuter; and
WHEREAS, SunLine also desires to agree to cooperate with RCTC by establishing
guidelines for operation of SunLine Commuter that are consistent with the IE Commuter; and
WHEREAS, SunLine has contracted with WSP | Parsons Brinckerhoff (“Contractor”) to
assist with implementation of SunLine Commuter; and
ATTACHMENT 5
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17336.00013\29453453.2
WHEREAS, RCTC has the right to operate and provide use of the Software to any public
agency (“Public Agency Participant”) for the purpose of implementing employer and commuter
trip reduction rideshare programs, and to allow access to the Regional Database by any Public
Agency Participant, provided that RCTC shall require all Public Agency Participants to comply
with confidentiality and access requirements as set forth herein; and
WHEREAS, as part of RCTC’s cooperative efforts to assist SunLine with its commuter
assistance and rideshare programs provided in Eastern Riverside County, RCTC has agreed to
become a member of California Vanpool Authority (CalVans), a joint powers authority which
provides access to vanpool services which SunLine desires to provide to agricultural workers in
its service area.
NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION THE RECEIPT
OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS.
TERMS
1. Term and Termination.
a. Term. This Agreement shall commence on the date first set forth above, and shall
terminate on _____________ (“Term”), unless it is extended by a written
amendment approved by the parties, or earlier terminated as provided herein.
b. Termination. Either party may terminate this Agreement, for any or no reason, by
giving thirty (30) days written notice to the other party of such termination. The
Executive Director of RCTC and the General Manager of SunLine shall have the
authority in their sole discretion to give notice of termination on behalf of their
respective agencies.
2. Rideshare Incentives.
a. Eligibility.
i. SunLine shall honor the incentive eligibility/ineligibility of Eastern Riverside
County residents established under IE Commuter.
ii. RCTC shall provide to SunLine:
1) a description of the geographic boundary dividing Western and
Eastern Riverside County; and
2) the list of eligible zip codes for the IE Commuter $2/day incentive.
b. Available programs.
i. IE Commuter incentive eligibility for Eastern Riverside County residents as
set forth in (a) above are as follows:
1) $2/day incentive – not eligible
2) RidesharePlus – eligible
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17336.00013\29453453.2
3) Vanpool Incentive - Vanpools meeting the minimum 65% Western
Riverside and/or San Bernardino County residency requirement will
be eligible.
4) Guaranteed Ride Home (GRH) – Eastern Riverside County
employers with a current IE Commuter Employer Services
agreement can provide IE Commuter GRH incentives to their
Western Riverside employees.
3. Regional Database
a. Ridematching - Administrative Access. RCTC shall provide administrative access
to the Software to Key Personnel (as defined in Section 5(c)) to view and search
commuter records for the purposes of forming vanpools and other non-SOV
commute groups.
b. Employer Database - Administrative Access. RCTC shall provide administrative
access to the Software to Key Personnel to view, add and search the Regional
Database for the purposes of TDM program development and outreach and to
manage Eastern Riverside County Employers/Employee Transportation
Coordinators (ETCs).
c. AVR commute surveys.
i. IE Commuter will continue its support of Eastern Riverside County
employers subject to SCAQMD Rule 2202 compliance and, provided that
a current Employer Participation Agreement (EPA) is in place, with hosting
and processing electronic and paper commute surveys and producing the
Annual Vehicle Ridership (AVR) report and requested electronic and paper
RideGuides.
ii. For those commuters requesting paper RideGuides, SunLine shall be
responsible for delivery/distribution/mailing costs.
d. Vanpool interest – RCTC shall allow SunLine to search for the “vanpool
preference” field under “Search Travelers” under the “Traveler Management”
module, or shall allow SunLine to create a vanpool interest report in the “Admin
Reports” module, as determined by RCTC.
e. Vanpool Data. SunLine shall provide RCTC regularly updated vanpool data for
the purposes of available vanpools being displayed in IE Commuter search results.
f. Administrative Access Defined. As used in this section, “administrative access”
shall mean administrative level login credentials with access to all Coachella Valley
employer (and their employees, regardless of county) and commuter records
(Coachella Valley only) for the purposes of 3a through 3e above.
4. Outreach Materials. RCTC grants permission to SunLine and its Contractor to reproduce,
at SunLine’s sole cost and expense, IE Commuter TDM Sales Kit and other outreach materials
with SunLine Commuter branding. SunLine shall advise RCTC of the materials being reproduced
in order to accommodate any updates or changes to such materials.
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5. Terms of Access to Regional Database; Use of Information.
a. Confidential Information. “Confidential Information” shall include: all user names,
passwords, or other log-in credentials used, provided, or accessible in connection
with the Software; all data or information accessible in connection with the
Software and the Regional Database; all source code, work product, proprietary
information, server logs, technical information, trade secrets, and proprietary
systems related to the Software; all personal information of IE Commuter
participants or any other participants, including but not limited to a participant’s
residence address, employment address or hours of employment for the purpose
of assisting private entities in the establishment or implementation of carpooling or
ridesharing programs as required by California Penal Code Section 637, as well
as names, biographical information, demographic information, use data, contact
information, or similar personal information of participants; and any and all data,
content, materials, documents and/or other information related to the Software, the
Regional Database and/or IE Commuter designated, from time to time, in writing
by RCTC as Confidential Information.
b. Non-Disclosure. Except as required by law, and notwithstanding any other
provisions of this Agreement, SunLine shall hold the Confidential Information in
confidence, shall take reasonable precaution to protect and keep the Confidential
Information confidential, shall not disclose the Confidential Information to any
person or party not specifically authorized in writing by affected party to receive
the Confidential Information, and shall not use the Confidential Information for any
purpose other than as necessary to operate SunLine Commuter. Further, SunLine
shall not disclose a participant’s personal information, including but not limited to
a participant’s residence address, employment address or hours of employment
for the purpose of assisting private entities in the establishment or implementation
of carpooling or ridesharing programs, to any other person or use such information
for purposes other than as necessary to operate SunLine Commuter, without the
prior written consent of the participant, as required by California Penal Code
section 637. SunLine shall limit access to the Confidential Information only to
individuals who are directly involved in operation of SunLine Commuter and further
provided that such individuals are legally bound to maintain the confidentiality of
the Confidential Information on substantially the same terms as set forth herein.
The foregoing restrictions on disclosure shall not apply to Confidential Information
which is (a) already known by the recipient, (b) becomes, through no act or fault of
the recipient, publicly known, (c) received by recipient from a third party without a
restriction on disclosure or use, (d) independently developed by recipient without
reference to the other party’s Confidential Information, or (e) is required by law, or
process of law, to be disclosed.
c. Key Personnel. SunLine shall designate key personnel (“Key Personnel”)
requiring web based access to the Software for the operation of SunLine
Commuter, to receive from RCTC log-in information enabling access to the
Software. Key Personnel shall use the log-in information provided by RCTC and
all Confidential Information only and strictly for the operation of SunLine Commuter
and shall not disclose or share such log-in information, or any other Confidential
Information, with any party, whether or not employed or in any way associated with
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SunLine, who has not been specifically approved in writing by RCTC to receive
such log-in information or other Confidential Information.
d. Non-Disclosure and Confidentiality Agreement. To protect the Confidential
Information, SunLine shall require each Key Personnel to execute a Non-
Disclosure and Confidentiality Agreement substantially in the form of Exhibit “A”
attached hereto and incorporated by this reference. SunLine shall provide RCTC
a signed Non-Disclosure and Confidentiality Agreement for each Key Personnel
designated below or designated from time-to-time by SunLine’s General Manager
or her designee prior to RCTC’s disclosure of any log-in information or other
Confidential Information to such Key Personnel. SunLine hereby designates the
following individuals as Key Personnel requiring web based access to the Software
for the operation of Sunline Commuter: [_________________insert Key
Personnel]. SunLine may include additional Key Personnel without an amendment
to this Agreement by submitting written notice to RCTC of the proposed personnel,
and obtaining RCTC’s consent.
e. Expiration. Immediately upon the expiration or termination of this Agreement,
SunLine shall turn over to RCTC all Confidential Information in SunLine’s or its
Contractor’s possession and all documents or media containing any such
Confidential Information and any and all copies or extracts thereof.
6. Indemnification and Insurance.
a. Indemnification. It is understood and agreed that RCTC, any Public Agency
Participant nor any officer, official, employee, director, consultant, agent, or
volunteer thereof is responsible for any damage or liability occurring by reasons of
anything done or omitted to be done by SunLine or its Contractor under or in
connection with any rights, authority or access to the Software, or the Regional
Database afforded to SunLine under this Agreement. It is understood and agreed
that SunLine shall fully defend, indemnify and save harmless RCTC, all Public
Agency Participants and their officers, employees, consultants and agents from all
claims, suits, actions of every name, kind, and description brought for or on
account of injury (as defined in Government Code Section 810.8) or from any
liability occurring by reason of anything done or omitted to be done by SunLine or
its Contractor under or in connection with any rights, authority or access afforded
to SunLine under this Agreement.
b. It is further understood and agreed that SunLine shall fully defend, indemnify and
save harmless RCTC, and its officers, employees, consultants and agents from all
claims, suits, actions or liability arising out of or related to RCTC’s membership in
CalVans.
c. Insurance Requirements. Without anyway affecting the indemnity provision
above, SunLine shall, at SunLine’s sole expense, and prior to the commencement
of any access to the Software or the Regional Database, procure and maintain in
full force, insurance through the entire term of this Agreement as follows:
i. Network and Privacy Insurance. SunLine shall carry, or shall cause its
Contractor to carry, Network and Privacy (Errors and Omissions) insurance
in an amount of not less than $1,000,000 per claim and $1,000,000 in the
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annual aggregate, protecting RCTC and any Public Agency Participant
identified by RCTC from the following exposures relating to this Agreement:
1) the theft, dissemination and/or unauthorized disclosure of use of
confidential information and personally identifiable information (not
to be limited bank information, social security numbers, health
information, credit card account information, and confidential
corporate information). Such insurance shall also include coverage
for credit monitoring, notification expenses and other related costs
associated with mitigating a data security or privacy breach; and
2) the introduction of a computer virus into, or otherwise causing
damage to, a computer, computer system, network or similar
computer-related property and the data, software, and programs
used herein.
ii. If such insurance is maintained on an occurrence basis, SunLine or its
Contractor shall maintain such insurance for an additional period of one
year following the end of the Term. If such insurance is maintained on a
claims-made basis, SunLine or its Contractor shall maintain such insurance
for an additional period of three years following the end of the Term.
d. Additional Insurance Requirements.
i. Additional Insured; Proof of Coverage. The policy shall contain an
endorsement naming RCTCand San Bernardino County Transportation
Authority and their officers, employees, agents, and volunteers as
additional insureds with respect to liabilities arising out of this
Agreement. The additional insured endorsement shall not limit the scope
of coverage for RCTC or any Public Agency Participant to vicarious liability
but shall allow coverage for RCTC and any Public Agency Participant to
the full extent provided by the policy. SunLine shall provide proof of
coverage and the additional insured endorsement to RCTC prior to
exercising any rights under this Agreement.
ii. Cancellation or Nonrenewal. If the insurance company elects to cancel or
non-renew coverage for any reason, SunLine will provide RCTC 30 days’
notice of such cancellation or nonrenewal. If the policy is cancelled for
nonpayment of premium, SunLine will provide RCTC ten (10) days’ notice.
iii. Waiver of Subrogation Rights - SunLine shall require the carrier of the
above required coverage to waive all rights of subrogation against RCTC,
any Public Agency Participants identified by RCTC and their officers,
employees, agents, volunteers, contractors, and subcontractors. SunLine
hereby waives all rights of subrogation against RCTC and any Public
Agency Participants. The policy required herein is to be primary and non-
contributory with any insurance carried or administered by RCTC or any
Public Agency Participant.
7. Sublicense. This Agreement grants to SunLine a sublicense to utilize the Software in the
manner described herein, in Object Code form only. In accepting such sublicense, SunLine
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disclaims any and all liability of Base Tech, CA, Inc., as well as all subsidiaries and affiliates of
CA, Inc. “Object Code”, as used in this section, shall mean the Software in a machine readable
form that can be scanned or otherwise accessed directly by a computer.
8. Miscellaneous.
a. Incorporation of Recitals. The recitals set forth above are true and correct and are
incorporated by reference as though fully set forth herein.
b. Governing Law; Venue. This Agreement shall be governed in accordance with the
laws of the State of California. Venue shall be in Riverside County.
c. Entire Agreement. This Agreement represents the entire agreement of the parties
related to the subject matter hereof.
d. Severability. If any provision of this Agreement is held by a court of competent
jurisdiction to be illegal, invalid, or unenforceable, the validity or enforceability of
the remainder of this Agreement shall not be affected.
e. Headings. The Section headings used in this Agreement are for convenience only
and shall not be given any substantive effect.
f. Survival. Section 5 and Section 6, and all of their subparagraphs shall survive
expiration or termination of this Agreement.
[Signatures on following page]
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SIGNATURE PAGE
TO
EMPLOYER AND COMMUTER
TRIP REDUCTION/RIDESHARE PROGRAMS
COOPERATIVE AGREEMENT
AND
SOFTWARE SUBLICENSE AGREEMENT
SUNLINE TRANSIT AGENCY RIVERSIDE COUNTY
TRANSPORTATION COMMISSION
By: ___________________________________
Anne Mayer, Executive Director
APPROVED AS TO LEGAL FORM APPROVED AS TO LEGAL FORM
Best Best & Krieger LLP
BY; ___________________________ _________________________________
RCTC General Counsel
380
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17336.00013\29453453.2
EXHIBIT “A”
NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT
[attached behind this page]
381
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AGENDA ITEM 14
BLANK
Agenda Item 14
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE: April 24, 2017
TO: Budget and Implementation Committee
FROM: Monica Morales, Management Analyst
THROUGH: Josefina Clemente, Transit Manager
SUBJECT: Citizens Advisory Committee/Social Services Transportation Advisory
Committee Membership Nominations
STAFF RECOMMENDATION:
This item is for the Committee to:
1) Approve member reappointments to the Citizens Advisory Committee/Social Services
Transportation Advisory Committee (CAC/SSTAC) effective May 10, 2017; and
2) Forward to the Commission for final action.
BACKGROUND INFORMATION:
The Transportation Development Act (TDA) provides direction for administering both Local
Transportation Fund (LTF) and State Transit Assistance (STA) funds, which are used to support
operational and capital expenditures for public transit. Section 99238 of the TDA regulations
requires the Commission to have a CAC/SSTAC as part of the oversight process in administering
the TDA funds. The TDA regulations further require that the membership contain the following
categorical areas:
1) One representative of a potential transit user 60 years of age and older;
2) One representative of a potential transit user who is disabled;
3) Two representatives of the social service providers for seniors;
4) Two representatives of the social service providers for the disabled, including one
representative of a social service transportation provider, if one exists;
5) One representative of a social service provider for persons of limited means; and
6) Two representatives of a Consolidated Transportation Service Agency(s) designated as
such pursuant to subdivision (a) of Section 15975 of the Government Code, including one
representative from an operator, if one exists.
The term of appointments shall be for three years, which may be renewed for an additional three‐
year term. The adopted bylaws for the CAC/SSTAC state that membership can consist of up to
15 members appointed by the Commission, in the manner provided by the Commission in
accordance with Section 99238. Committee members shall serve at the will and pleasure of the
Commission and without compensation.
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Agenda Item 14
DISCUSSION:
The CAC/SSTAC memberships have now expired. It is important the Commission have access to
community feedback both to comply with new Title VI Civil Rights regulation and with state TDA
statues. As such, citizen appointments made to the CAC/SSTAC by the Commission are critical to
the success of the Commission and its charge to oversee transit services in Riverside County. The
list of current CAC/SSTAC members is attached and at this time, staff is recommending
reappointment upon Commission approval. Each represents the constituencies identified in
state law and reside in a number of communities throughout the county in order to provide a
perspective from a wide geographic area. Upon Commission direction and approval, additional
members representing relevant TDA constituencies can be added to the CAC/SSTAC membership
in the future.
Staff is also recommending the Riverside County transit operators and specialized transit
providers be invited to attend and participate in the CAC/SSTAC meetings. This will continue
previously established procedures for transit operator participation.
Next Steps
Upon Commission approval, the CAC/SSTAC will serve the Commission by participating in the
transit needs hearing and reviewing the Short Range Transit Plans developed by public transit
operators as part of the Commission’s annual budget development process. In moving forward,
staff hopes to utilize the Committee not only to receive input but also to provide information to
social service providers on upcoming grant opportunities and changes in the law that would
affect the mission of various non‐profit agencies. With effective two‐way communication, the
Commission will be able to work closely with social service agencies to ensure efficient delivery
of specialized transit services to impacted communities.
Attachment: CAC/SSTAC Representative and Categorical Membership List
383
Riverside County Transportation Commission
Name / Area Represented Categorical Membership Per TDA Qualifications
1. Mary Venerable / Perris Potential transit user 60 years of age
and older
Federal Retiree and Lake Elsinore
Senior Center Representative
2. Pamela Brown / Riverside Potential transit user who is
handicapped
City of Riverside Human Relations
Commission - Chair; former Headstart
program manager
3. Jack Marty / Banning Social service provider for seniors
Retirement Community Resident; VNA
& Hospice Of Southern California -
Hospice Volunteer
4. Richard Smith / Western Riverside
County and Coachella Valley Social service provider for seniors Independent Living Partnership
Executive Director
5. Linda Samulski / Coachella Valley Social service transportation provider for
the handicapped
Transit User who is Bi-lingual: Service
Coordinator for the Guide Dogs of the
Desert and Desert Blind and
Handicapped Association
6. Priscilla Ochoa / Western Riverside
County
Social service provider for the
handicapped
Transit User: Blindness Support
Services Travel Trainer
7. Laura Hernandez /
Southwest Riverside County
Social service provider for persons of
limited means
Transit User who is Bi-lingual:
Participates in the ADA RTA
Committee and T-Now Southwest
8. Riverside Transit Agency Staff /
Western Riverside County
Consolidated Transportation Service
Agency
Consolidated Transportation Service
Agency for Western Riverside County
9. SunLine Transit Agency Staff /
Coachella Valley
Consolidated Transportation Service
Agency
Consolidated Transportation Service
Agency for Coachella Valley
Categorical Nominations to the Citizens Advisory Committee / Social Services Transportation Advisory
Council
384
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AGENDA ITEM 15
BLANK
Agenda Item 15
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE: April 24, 2017
TO: Budget and Implementation Committee
FROM: Brian Cunanan, Commuter and Motorist Assistance Manager
THROUGH: Robert Yates, Multimodal Services Director
SUBJECT: Fiscal Year 2017/18 San Bernardino County Transportation Authority
Agreement for Inland Empire Rideshare and 511 Services
STAFF RECOMMENDATION:
This item is for the Committee to:
1) Approve Agreement No. 17‐45‐088‐00 with the San Bernardino County Transportation
Authority (SBCTA) to reimburse the Commission in an amount not to exceed
$1.3 million for Fiscal Year 2017/18 commuter/employer rideshare and Inland Empire
511 (IE511) programs administered by the Commission, on behalf of both agencies, as
part of an ongoing bi‐county partnership;
2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute
the agreement on behalf of the Commission; and
3) Forward to the Commission for final action.
BACKGROUND INFORMATION:
Since 1993, SBCTA has contracted with the Commission to develop, implement, and manage a
commuter assistance program (CAP) for San Bernardino County commuters. The program
consists of several projects:
Rideshare Incentives, developed as a sister incentive project to the Commission’s
Measure A commuter incentive project, focusing on encouraging solo drivers to try
alternative commute modes;
RidesharePlus, modeled after the Commission’s rideshare rewards program, providing
Entertainment discounts to local and national merchants for long‐term ridesharers;
Employer Services, implemented by SBCTA and the Commission in FY 1995/96 when it
was determined by the two agencies that the Inland Empire would assume direct
responsibility for the provision of local employer rideshare services. The CAP provides
various services to employers in the bi‐county area including the provision of marketing
promotions, rideshare survey processing, assistance with average vehicle ridership
calculations/compliance, employer network meetings, and newsletters;
Ridematching and Information Services, jointly established in FY 2002/03 by the
Commission and SBCTA when they began providing these services directly;
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Agenda Item 15
IE511, implemented in FY 2009/10 to provide traveler information to Riverside and
San Bernardino County commuters; and
IECommuter, launched in FY 2014/15, integrating IE511 traveler information and
rideshare services to provide commuters with a personalized service.
In partnership with SBCTA, the FY 2017/18 work plan and budget for continuation of SBCTA’s
CAP and the ongoing maintenance and operation of a 511 travel information services system
was developed by Commission staff. The proposed agreement between SBCTA and the
Commission will be brought forward to SBCTA’s committee in June and then to its board in July
for final approval. Staff is seeking Commission approval of an agreement with SBCTA in an
amount not to exceed $1.3 million to be reimbursed to the Commission.
Financial Information
In Fiscal Year Budget: Yes Year: FY 2017/18 Amount: $1,300,000
Source of Funds: SBCTA Budget Adjustment: No
GL/Project Accounting No.:
002111/002112/632113/002139/002146/002178/002182/002188/
002191 416 41605 0000 263 41 41203 $1,100,000
452124 416 41605 0000 202 45 41203 $ 200,000
Fiscal Procedures Approved: Date: 04/14/2017
Attachment: FY 2017/18 SBCTA Funding Agreement
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17336.00013\29712608.1
AGREEMENT __________
BY AND BETWEEN
SAN BERNARDINO COUNTY TRANSPORTATION AUTHORITY
AND
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
FOR
IMPLEMENTATION OF SAN BERNARDINO COUNTY FISCAL YEAR
2017/2018 EMPLOYER AND COMMUTER
TRIP REDUCTION/RIDESHARE PROGRAMS
THIS AGREEMENT ("Agreement") is entered into as of the 1st day of July 2017 (“Effective
Date”), in the State of California by and between SAN BERNARDINO COUNTY
TRANSPORTATION AUTHORITY, referred to herein as “SBCTA,” and the RIVERSIDE
COUNTY TRANSPORTATION COMMISSION, referred to herein as “RCTC.”
WHEREAS, SBCTA approved allocation of Measure I - Valley Traffic Management Systems
(VTMS) funds, and Victor Valley Traffic Management Systems funds, and Moving Ahead for
Progress in the 21st Century Act (MAP-21) Congestion Mitigation and Air Quality (CMAQ)
funds, to provide trip reduction services as well as incentives for the commuter programs.
WHEREAS, SBCTA receives CMAQ and other federal funds and may use these funds to
reimburse RCTC for its Services in performing Employer and Commuter Trip
Reduction/Rideshare Services and RCTC will comply with the applicable federal requirements as
set forth in “Exhibit C”.
WHEREAS, SBCTA requires professional and consulting services with respect to the
provision of commuter services and programs within San Bernardino County.
WHEREAS, RCTC has managed the bi-county Inland Empire Commuter Services, now
named IE Commuter, program since November 3, 1993, and has the expertise and resources
necessary to manage such Services for SBCTA.
WHEREAS, the Code of Federal Regulations encourages grantees and subgrantees of federal
funds, such as CMAQ funds, to enter into local intergovernmental agreements for procurement or
use of common goods or services.
WHEREAS, for the avoidance of doubt, the parties to this Agreement acknowledge and agree
that RCTC is not a subrecipient of federal funds from SBCTA, but is entering into a local
intergovernmental agreement with SBCTA for procurement or use of common goods or services.
WHEREAS, RCTC owns and/or operates web based software (“Software”) which it uses to
implement the IE Commuter program, and may use to implement other public agency employer
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and commuter trip reduction rideshare services and programs for the benefit of the public
(collectively, “Employer and Commuter Trip Reduction Rideshare programs”).
WHEREAS, the Software allows RCTC to create and maintain a regional database of
commuter and employer information for the IE Commuter program, and for any other Employer
and Commuter Trip Reduction Rideshare programs (the “Regional Database”).
WHEREAS, SBCTA will designate approved key personnel requiring access to the Software
to receive log-in information for the Software from RCTC.
WHEREAS, SBCTA will protect the confidential information received or accessible through
the Software and will obtain and provide to RCTC non-disclosure and confidentiality agreements
with its approved key personnel designated to receive access to the Software.
WHEREAS, RCTC has the right to operate and provide use of the Software to any other public
agency (“Public Agency Participant”) for the purpose of implementing Employer and Commuter
Trip Reduction Rideshare programs, and to allow access to the Regional Database by any Public
Agency Participant, provided that RCTC shall require all Public Agency Participants to comply
with the same confidentiality and access requirements as set forth above.
NOW, THEREFORE, the parties agree as follows:
A. Contract Services.
1. RCTC will administer, market, and implement commuter services and
511 programs in coordination with RCTC’s commuter services program and in coordination with
the regional ridesharing core services program in compliance with and as specified in the scope of
work, Attachment “A,” attached hereto and incorporated herein by reference (the “Services”).
2. RCTC shall provide program administration and oversight and assure
that its consultants and/or staff performs its Services within the budgets set forth in the scope of
work, Attachment “A.”
3. RCTC will work collaboratively and in partnership with SBCTA
during the initial planning phases and notify SBCTA staff of any changes to the rideshare program,
as set forth in Attachment “A”.
4. SBCTA shall timely respond to RCTC on matters requiring RCTC to
coordinate with SBCTA, as set forth in Attachment “A”.
5. RCTC shall provide SBCTA with the following reports, on a monthly
or quarterly basis, as set forth below, relative to tasks identified in the scope of work, Attachment
“A”, to this Agreement:
(a) Monthly Commuter Assistance Program Meeting Agenda
(b) Quarterly Commuter Assistance Report
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(c) Quarterly Commuter Assistance Activity Master Report
(d) Quarterly Regional Database Report
(e) Monthly IE511 All Hands Meeting Minutes/Agenda/Stats
B. Compensation.
1. It is understood that SBCTA funding for the program under this
Agreement will not exceed one million three hundred thousand dollars, and no cents
($1,300,000.00) and is expected to be provided from CMAQ funds.
2. SBCTA receives CMAQ and other federal funds and may use these
other funds to reimburse RCTC for its costs in performing the Services.
3. It is agreed that SBCTA Measure I Funds or other eligible funds will
reimburse RCTC for the cost of purchasing any items not reimbursable by CMAQ, and invoices
submitted to SBCTA shall clearly delineate CMAQ non-reimbursable expenditures. It is agreed
that in the event sufficient funds from the sources set forth above do not become available to
SBCTA for this Agreement, SBCTA may immediately terminate this Agreement with written
notice, but shall pay to RCTC from other sources any amounts required to cover RCTC’s costs to
the date of Agreement termination.
4. SBCTA shall pay RCTC on a cost-reimbursement basis, based upon
invoices which delineate charges based on tasks identified in the scope of work, Attachment “A.”
All invoices shall be provided to SBCTA no more frequently than on a bi-monthly basis and no
less than a quarterly basis. All invoices will be delivered to and received by SBCTA no later than
60 days after the end of the calendar year quarter.
5. SBCTA shall be fully responsible for obtaining cost reimbursements of
CMAQ funds. SBCTA shall ensure that the CMAQ funds are used for authorized purposes in
compliance with laws, regulations, and the provision of the terms in this agreement, and that
performance goals are achieved.
6. SBCTA shall review all billings submitted by RCTC for accuracy and
process payment based thereon to RCTC in a timely manner.
7. RCTC shall maintain during the term of this Agreement and for three
years thereafter accounting records which cover the receipt and disbursement of all funds provided
for the programs administered and implemented under this Agreement. Such records shall be
made available for inspection during normal business hours by duly authorized representatives of
SBCTA, SBCTA’s auditors, Caltrans, Federal Highway Administration, and the United States
Department of Transportation, so that SBCTA can comply with the Single Audit Act and OMB
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Circular No. A-133. In addition, the federal provisions set forth in Attachment “C” shall apply to
this Agreement.
C. Term.
1. This Agreement shall commence on July 1, 2017, and terminate on June
30, 2018, unless it is extended by a written amendment approved by the parties.
2. Either party may terminate this Agreement by giving thirty (30) days
written notice to the other for no or any reason, including, but not limited to, changes in legislation,
rules and regulations impacting trip reduction programs. SBCTA shall pay for any Service
provided up to the effective date of the termination.
3. The Executive Directors of both RCTC and SBCTA shall have the
authority in their sole discretion to give notice of termination on behalf of their respective agencies.
D. Indemnification and Insurance.
1. (a) It is understood and agreed that neither RCTC nor any officer,
official, employee, director, consultant, agent, or volunteer thereof is responsible for any damage
or liability occurring by reasons of anything done or omitted to be done by SBCTA under or in
connection with any work authority or jurisdiction delegated to SBCTA under this Agreement. It
is understood and agreed that, pursuant to Government Code Section 895.4, SBCTA shall fully
defend, indemnify and save harmless RCTC, any Program Participant, and their officers,
employees, consultants and agents from all claims, suits or actions of every name, kind, and
description brought for or on account of injury (as defined in Government Code Section 810.8)
occurring by reason of anything done or omitted to be done by SBCTA under or in connection
with any work, authority or jurisdiction delegated to SBCTA under this Agreement.
(b) It is understood and agreed that neither SBCTA nor any officer,
official, employee, director, consultant, agent, member or volunteer thereof is responsible for any
damage or liability occurring by reasons of anything done or omitted to be done by RCTC under
or in connection with any work authority or jurisdiction delegated to RCTC under this Agreement.
It is understood and agreed that, pursuant to Government Code Section 895.4, RCTC shall fully
defend, indemnify and save harmless SBCTA, and all its officers, employees, consultants and
agents from all claims, suits or actions of every name, kind, and description brought for or on
account of injury (as defined in Government Code Section 810.8) occurring by reason of anything
done or omitted to be done by RCTC or its consultants under or in connection with any work,
authority or jurisdiction delegated to RCTC under this Agreement.
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2. Insurance Requirements
Without anyway affecting the indemnity provisions identified in this Contract, RCTC shall, at
RCTC’s sole expense, and prior to the commencement of any work, procure and maintain in full
force, insurance through the entire term of this Agreement and shall be written with at least the
following limits of liability:
(a) Professional Liability - Shall be provided in an amount not less than
$1,000,000, per claim and $2,000,000 in the aggregate. RCTC shall secure and maintain this
insurance or “tail” coverage provided throughout the term of this Contract and for a minimum of
three (3) years after Contract completion.
(b) Workers' Compensation - Worker’s Compensation insurance shall be
provided in an amount and form to meet all applicable requirements of the Labor Code of the State
of California, including Employers Liability with $1,000,000 limits, covering all persons
providing services on behalf of RCTC and all risks to such persons under this Agreement.
(c) Commercial General Liability - To include coverage for Premises and
Operations, Contractual Liability, Personal Injury Liability, Products/Completed Operations
Liability, Broad-Form Property Damage and Independent Contractors' Liability, in an amount of
not less than $1,000,000 per occurrence, combined single limit, and $2,000,000 in the aggregate
written on an occurrence form. For products and completed operations a $2,000,000 aggregate
shall be provided.
(d) Automobile Liability - To include owned, non-owned and hired
automobiles, in an amount of not less than $1,000,000 per occurrence, combined single limit, and
in the aggregate written on an occurrence form.
(e) Network and Privacy Insurance. RCTC shall carry, or shall cause its
third party subcontractors to carry, Network and Privacy (Errors and Omissions) insurance in an
amount of not less than $1,000,000 per claim and $1,000,000 in the annual aggregate, protecting
RCTC and SBCTA from the following exposures relating to RCTC’s or any of its subcontractors
performance under the Agreement:
(i) the theft, dissemination and/or unauthorized disclosure of use of
confidential information and personally identifiable information (not to be limited bank
information, social security numbers, health information, credit card account information, and
confidential corporate information). Such insurance shall also include coverage for credit
monitoring, notification expenses and other related costs associated with mitigating a data security
or privacy breach; and
(ii) the introduction of a computer virus into, or otherwise causing
damage to, a computer, computer system, network or similar computer-related property and the
data, software, and programs used herein.
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If such insurance is maintained on an occurrence basis, RCTC or its third party subcontractors
shall maintain such insurance for an additional period of one year following the end of the
applicable Term. If such insurance is maintained on a claims-made basis, RCTC or its third party
subcontractor shall maintain such insurance for an additional period of three years following the
end of the applicable Term.
(f) Proof of Coverage - RCTC shall furnish certificates of insurance to
SBCTA evidencing the insurance coverage required above, prior to the commencement of
performance of services hereunder, and such certificates shall include SBCTA as an additional
insured on all insurances except Workers’ Compensation and Professional Liability. Prior to
commencing any work, RCTC shall furnish SBCTA with a certificate(s) of insurance, executed
by a duly authorized representative of each insurer, showing compliance with the insurance
requirements set forth in this Article. If the insurance company elects to cancel or non-renew
coverage for any reason, RCTC will provide SBCTA 30 days’ notice of such cancellation or
nonrenewal. If the policy is cancelled for nonpayment of premium, the RCTC will provide
SBCTA ten (10) days’ notice. RCTC shall maintain such insurance from the time RCTC
commences performance of services hereunder until the completion of such Services. All
certificates of insurance are to include the contract number and Project Manager’s name.
(g) Additional Insured- All policies, except for Workers Compensation and
Professional Liability policies, shall contain endorsements naming SBCTA and its officers,
employees, agents, and volunteers as additional insureds with respect to liabilities arising out to
the performance of Services hereunder. The additional insured endorsements shall not limit the
scope of coverage for SBCTA to vicarious liability but shall allow coverage for SBCTA to the full
extent provided by the policy.
(h) Waiver of Subrogation Rights - RCTC shall require the carriers of the
above required coverages to waive all rights of subrogation against SBCTA, its officers,
employees, agents, volunteers, contractors, and subcontractors. All general auto liability insurance
coverage provided shall not prohibit RCTC or CONSULTANT’S employees or agents from
waiving the right of subrogation prior to a loss or claim. RCTC hereby waives all rights of
subrogation against SBCTA.
(i) All policies required herein are to be primary and non-contributory with
any insurance carried or administered by SBCTA.
(j) Certificates/Insurer Rating/Cancellation Notice.
(1) RCTC shall maintain and shall require its consultants to
maintain such insurance from the time the Services commence until the Services are completed,
except as may be otherwise required by this Section.
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(2) RCTC may legally self-insure, but shall require its
consultants to place insurance with insurers having an A.M. Best Company rating of no less than
A:VIII and licensed to do business in California.
(3) RCTC and its consultants shall replace certificates, policies
and endorsements for any insurance expiring prior to completion of the Services.
E. Rights of SBCTA and RCTC.
The Executive Directors of both SBCTA and RCTC shall have full authority to exercise their
respective entities’ rights under this Agreement.
F. Ownership of Materials/Confidentiality/Use of Data.
1. Ownership. The following documents and data prepared by RCTC or
RCTC’s subconsultant pursuant to this Agreement shall become the common property of RCTC
and SBCTA in both electronic and hard copy formats: (i) all data regarding commuters in San
Bernardino County; (ii) San Bernardino County employer information; (iii) park and ride
information specific to San Bernardino County; (iv) all data regarding 511 for San Bernardino
County; (v) any monthly or quarterly reports produced by RCTC as required by this Agreement;
and (vi) advertisements and collateral material for both the rideshare program and 511, including
but not limited to; media, photos, video, messaging, etc., funded in whole or in part by SBCTA
under this Agreement (“Documents and Data”). RCTC and SBCTA shall comply with all
applicable state and federal law with regard to its use of such data, but shall not otherwise be
limited in any way in its use of such data at any time, provided that any such use not within the
purposes intended by this Agreement shall be at the respective party’s sole risk and provided that
the other party shall be indemnified against any damages resulting from such use, including the
release of this material to third parties for a use not intended by this Agreement. Neither party to
this Agreement shall sell the data or other materials prepared under this Agreement without the
written permission of both parties.
2. Confidentiality. Except as otherwise provided in Paragraph (G)(7.) below,
all ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program
data, input record data, written information, and other materials described in subsection (F)(1.)
either created by or provided to RCTC in connection with the performance of this Agreement,
other than advertisements and collateral material for the rideshare program and 511, shall be held
confidential by RCTC. Such materials shall not, without the prior written consent of SBCTA, be
used by RCTC for any purposes other than the performance of the Services. Nor shall such
materials be disclosed to any person or entity not connected with the performance of the Services.
Nothing furnished to RCTC that is otherwise known to RCTC or is generally known, or has
become known, to the related industry shall be deemed confidential. RCTC shall not use SBCTA’s
name or insignia, photographs of the project, or any publicity pertaining to the Services in any
magazine, trade paper, newspaper, television or radio production or other similar medium without
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the prior written consent of SBCTA, except as otherwise part of the regular operation and
advertisement of the rideshare program and 511.
3. Use of Data. All Documents and Data, as defined above, shall be provided
to SBCTA in hard copy and electronic media. Documents and Data in electronic media shall be
provided in a form that will allow SBCTA to use, access, and manipulate the data to prepare reports
and perform other ridematching activities contemplated by this Agreement. All Documents and
Data shall be provided to SBCTA within 30 days upon written notice.
G. Confidential Information/Non-Disclosure.
1. Confidential Information. “Confidential Information” shall include: all
user names, passwords, or other log-in credentials used, provided, or accessible in connection with
the Software; all data or information accessible in connection with the Software; all source code,
work product, proprietary information, server logs, technical information, trade secrets, and
proprietary systems related to the Software; all personal information of Employer and Commuter
Trip Reduction/Rideshare Programs participants, including but not limited to a participant’s
residence address, employment address or hours of employment for the purpose of assisting private
entities in the establishment or implementation of carpooling or ridesharing programs as required
by California Penal Code Section 637, as well as names, biographical information, demographic
information, use data, contact information, or similar personal information of participants; and any
and all data, content, materials, documents and/or other information related to the Software and/or
the Employer and Commuter Trip Reduction Rideshare Services designated, from time to time, in
writing by RCTC as Confidential Information.
2. Non-Disclosure. Except as otherwise provided in Paragraph (G)(7.)
below, or as required by law, both parties shall hold the Confidential Information in confidence,
shall take reasonable precaution to protect and keep the Confidential Information confidential,
shall not disclose the Confidential Information to any person or party not specifically authorized
in writing by affected party to receive the Confidential Information, and shall not use the
Confidential Information for any purpose other than as necessary to operate the Employer and
Commuter Trip Reduction/Rideshare Services. Further, neither party shall disclose a participant’s
personal information, including but not limited to a participant’s residence address, employment
address or hours of employment for the purpose of assisting private entities in the establishment
or implementation of carpooling or ridesharing programs, to any other person or use such
information for purposes other than as necessary to operate the Employer and Commuter Trip
Reduction/Rideshare Services, without the prior written consent of the participant, as required by
California Penal Code section 637. Parties shall limit access to the Confidential Information only
to individuals who are directly involved in operation of the Employer and Commuter Trip
Reduction/Rideshare Services and further provided that such individuals are legally bound to
maintain the confidentiality of the Confidential Information on substantially the same terms as set
forth herein. The foregoing restrictions on disclosure shall not apply to Confidential Information
which is (a) already known by the recipient, (b) becomes, through no act or fault of the recipient,
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publicly known, (c) received by recipient from a third party without a restriction on disclosure or
use, (d) independently developed by recipient without reference to the other party’s Confidential
Information, or (e) is required by law, or process of law, to be disclosed.
3. Expiration. Immediately upon (a) the expiration or termination of this
Agreement, or (b) a request by a party, the other party shall turn over to requesting party all
Confidential Information of or pertaining to the requesting party and all documents or media
containing any such Confidential Information, excluding information in the Regional Database,
and any and all copies or extracts thereof, except that each party’s legal counsel may retain one
copy of all Confidential Information in its office solely for archival legal purposes.
4. Key Personnel. SBCTA shall designate key personnel (“Key
Personnel”) requiring web based access to the Software for the operation of the Employer and
Commuter Trip Reduction/Rideshare Services, to receive from RCTC log-in information enabling
access to the Software. Key Personnel shall use the log-in information provided by RCTC and all
Confidential Information only and strictly for the operation of the Employer and Commuter Trip
Reduction/Rideshare Services and shall not disclose or share such log-in information, or any other
Confidential Information, with any party, whether or not employed or in any way associated with
SBCTA, who has not been specifically approved in writing by RCTC to receive such log-in
information or other Confidential Information.
5. Non-Disclosure and Confidentiality Agreement. To protect RCTC’s
Confidential Information, SBCTA shall require each Key Personnel to execute a Non-Disclosure
and Confidentiality Agreement substantially in the form of Attachment “B” attached hereto and
incorporated by this reference. SBCTA shall provide RCTC a signed Non-Disclosure and
Confidentiality Agreement for each Key Personnel designated below or designated from time-to-
time by SBCTA’s Executive Director or his designee prior to RCTC’s disclosure of any log-in
information or other Confidential Information to such Key Personnel. SBCTA hereby designates
the following individuals as Key Personnel requiring web based access to the Software for the
operation of the Employer and Commuter Trip Reduction/Rideshare Programs:
6. This Paragraph G and all of its subparagraphs shall survive expiration or
termination of the Agreement.
7. Notwithstanding any other provision herein, it shall not be a violation of
RCTC’s obligations under this Agreement to allow access to Confidential Information, or to the
Regional Database by any Public Agency Participant for the purposes of allowing such agency to
implement an Employer and Commuter Trip Reduction Rideshare program, provided that RCTC
has entered into an agreement with such agency which requires the Public Agency Participant to
comply with all confidentiality and nondisclosure requirements contained in this Agreement, and
to indemnify all other Employer and Commuter Trip Reduction Rideshare program public agency
participants related to any access and use of the Regional Database by the Public Agency
Participant.
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H. Independent Contractor. SBCTA retains RCTC on an independent
contractor basis and RCTC and its subconsultants shall not be employees of SBCTA. The
subconsultants and other personnel performing the Services under this Agreement on behalf of
RCTC shall at all times be under RCTC's exclusive direction and control. RCTC shall pay all
wages, salaries, and other amounts due its employees in connection with their performance of
Services under this Agreement and as required by law. RCTC shall be responsible for all reports
and obligations respecting such employees, including, but not limited to, social security taxes,
income tax withholding, unemployment insurance, and workers' compensation insurance.
I. Attorneys' Fees and Costs. If any legal action is instituted to enforce or declare
any party's rights hereunder, each party, including the prevailing party, must bear its own costs
and attorneys' fees. This paragraph shall not apply to those costs and attorneys' fees directly arising
from any third party legal action against a party hereto and payable under Paragraph D,
Indemnification and Insurance.
J. Consent. Whenever consent or approval of any party is required under this
Agreement, that party shall not unreasonably withhold nor delay such consent or approval.
K. Incorporation of Recitals. The recitals set forth above are true and correct and
are incorporated by reference as though fully set forth herein.
[Signatures on following page]
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SIGNATURE PAGE
TO
AGREEMENT __________
FOR
IMPLEMENTATION OF SAN BERNARDINO COUNTY FISCAL YEAR
2017/2018 EMPLOYER AND COMMUTER
TRIP REDUCTION/RIDESHARE PROGRAMS
IN WITNESS THEREOF, THE AUTHORIZED PARTIES HAVE SIGNED AND EXECUTED
THE AGREEMENT BELOW:
SAN BERNARDINO COUNTY RIVERSIDE COUNTY
TRANSPORTATION AUTHORITY TRANSPORTATION COMMISSION
___________________________________
Robert Lovingood, President John F. Tavaglione, Chair
APPROVED AS TO LEGAL FORM APPROVED AS TO LEGAL FORM
______________________________ _________________________________
Office of General Counsel Best, Best & Krieger, LLP, General Counsel
CONCURRENCE:
Procurement Manager
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Attachment “A ”
Scope of Work
San Bernardino Employer and Commuter Assistance Programs
Fiscal Year 2017-18
IE Commuter
Provide a variety of services to employers and commuters, who participate in trip reduction
activities. Activities shall include, but not be limited to: Host and maintain the IE511.org and
IECOMMUTER.org websites, mobile device interfaces, social media platforms, and other
regional products/outreach as assigned. Respond and coordinate inquiries with SBCTA
rideshare/511 staff that are San Bernardino County specific and generated from 511, 1-866-
RIDESHARE as well as direct referrals. Oversee and maintain an Inland Empire focused
database of commuters with SBCTA owning all Documents and Data (hard copy and electronic
formats), as that term is defined in Section F(1) of the Agreement. Administer and provide
technical assistance for the IE Commuter program including employer, employee, and end user
account management, SCAQMD Rule 2202, Average Vehicle Ridership (AVR) certified South
Coast Air Quality Management District calculations, coordinating and implementing employer
surveys and Ridematching including disseminating and production of RideGuides both
electronically and paper, incentive program management, production of output reports including
analysis of survey results, and maintaining marketing logs and commuter diary. Coordination
with other rideshare agencies and service providers to assist multi-site and multi-jurisdictional
employers and Employee Transportation Coordinator’s (ETC) within San Bernardino County as
well as related worksites outside of the County. Conducting ETC networking meetings including
bi-annual workshops, rideshare week kick-off event and recognition events. Marketing to
employers, employees, and end user commuters including Rideshare Connection broadcast e-
mails and eNewsletters, administering commuter promotions and incentives, graphic design for
various collateral materials including but not limited to brochures, RideGuides, posters, banners
etc., and web based advertising, and developing messaging for print, media, and social media
advertising campaigns. Support for employer and community events as well as transportation
forums. Market and administer the regional Guaranteed Ride Home Program and Vanpool
Subsidization Program to employers in San Bernardino County. Maintain and increase the
County’s leased Park and Ride lot program. Operate the 511 program through phone and web
services, providing enhancements, resolving issues, conducting marketing and periodic surveys.
Conduct special projects and studies, as assigned, and work closely with SBCTA rideshare/511
staff on all special projects and/or studies that impact the San Bernardino Rideshare and/or 511
programs. RCTC is to advise at the start of and coordinate with SBCTA rideshare/511 staff of all
potential enhancements, issues, and periodic surveys if such tasks could change/alter the current
Rideshare and/or 511 programs in San Bernardino County.
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In addition, SBCTA rideshare/511 staff to work closely at the start with RCTC and to be in
partnership during the review and subsequent approval process of the rideshare and/or 511
marketing and communication plan, messaging development, media buy, advertising materials or
any incentive outreach changes. RCTC shall also provide SBCTA rideshare/511 staff with the
following reports: (i) Employer Activity Report for all employers with signed Employer
Participation Agreements; (ii) Program Performance; (iii) Program Management (employer
output, employer management, eRideGuides, contact management, etc.); (iv) 511 mobile app
statistics; (v) 511 calls and Interactive Voice Response statistical data; (vi) ie511.org statistics;
and (vii) any newly developed reports.
Goals and Performance Measures:
1. Implementation of commuter assistance programs to approximately 490 regulated and
non-regulated employer worksites in San Bernardino County, to assist in the development and
implementation of trip reduction programs and for technical assistance.
2. Work with approximately 175 employers on AVR/Transportation surveys and AVR
calculations.
3. Maintain an accurate database of approximately 47,400 active San Bernardino County
commuter registrants, resulting from completed commuter surveys at approximately 175 San
Bernardino County employers.
4. Disseminate approximately 8,900 RideGuides to San Bernardino County commuters at
approximately 490 worksites.
5. Provide assistance to seven multisite/multijurisdictional headquarters located in
San Bernardino County representing 23 worksites in San Bernardino, Riverside, as well as Los
Angeles and Orange counties.
6. Develop and implement three employer transportation network meetings, one promotional
marketing campaign at San Bernardino employer worksites, and other events.
7. Produce and disseminate other regional marketing materials, as standalone campaigns within
the Inland Empire or regional campaigns in coordination with the five County Transportation
Commissions.
8. Broadcast 12 Rideshare Connection e-mails to San Bernardino County employers.
9. For the two-county area, respond to approximately 2,000 inquires/calls from commuters who
work or reside in San Bernardino or Riverside counties, via 1-866-RIDESHARE, 1-866-
IECS4HELP, 511, direct referrals and other internet sources. Of these 2,000 inquiries,
approximately 200 RideGuides will be generated. In addition, approximately 575 Inland
residents will register in the database via the www.iecommuter.org" www.iecommuter.org
website. SBCTA rideshare/511 staff will be copied on all responses that are specific to San
Bernardino County.
10. Manage and operate the 511 system which will be available to commuters 24 hours a day, 7
days per week, 365 days per year.
11. The 511 phone system will provide assistance to approximately 25,000 callers per month
throughout the year. The system will have the capacity to handle approximately 100,000
concurrent callers.
12. The www.ie511.org website will potentially receive approximately 40,000 unique visitors per
month. Website will be able to handle approximately 100,000 concurrent users.
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13. Continue 511 marketing/outreach and coordinating development of the marketing plan,
campaign themes, surveys, studies and potential collateral materials for San Bernardino
County with SBCTA rideshare/511 staff, before the tasks are implemented.
14. Conduct and coordinate periodic surveys with SBCTA rideshare/511 staff to determine the 511
program use, effectiveness and customer satisfaction.
15. Provide IE511 website, phone, and mobile application enhancements/upgrades as needed.
16. Finalize work with Caltrans and the Interactive Voice Response/map contractor to implement
HERE data for closure of gaps in detection on the traffic map.
17. Collaboratively with SBCTA rideshare/511 staff, explore possible opportunities to improve
the 511 system for the motorists and residents of both counties.
Rideshare Incentive Programs
The SBCTA $2/day Rideshare Incentive offers San Bernardino County residents who commute to
work, up to $2 a day (in gift cards) for each day they participate in a rideshare mode, during a
three-month period. The Vanpool Incentive Program provides up to $1,800 over nine months in
discounted vanpool fares. The SBCTA Rideshare Plus program provides ongoing ridesharers who
reside in San Bernardino County a Rideshare Plus Rewards Book with discounts to local merchants
plus 200,000 additional discounts available online. RCTC to manage and operate the Incentive
Programs listed above, and to coordinate and discuss with SBCTA rideshare/511 staff when
potential changes to the Incentive Programs are being considered.
Goals and Performance Measures:
1. The SBCTA $2/day Rideshare Incentive program will enlist 1,100 County residents, who
commute to work to 125 employers in Southern California. These participants on average have
a one-way commute distance of 27.59 miles and the goal is to reduce 109,000 one way vehicle
trips from the roadways.
2. The SBCTA Rideshare Plus program will consist of 6,400 members when the program is at its
highest membership. Members will work at employment sites from 350 employers throughout
Southern California.
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Attachment “B”
NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT
This Non-Disclosure and Confidentiality Agreement is entered into as of __________,
2017, by and between SAN BERNARDINO COUNTY TRANSPORTATION COMMISSION
(“SBCTA”) and the undersigned interested party (“Interested Party”). SBCTA and Interested
Party shall individually be referred to as a “Party” or collectively as the “Parties”.
1. RECITALS
1.1 WHEREAS, SBCTA and the RIVERSIDE COUNTY TRANSPORTATION
COMMISSION (“RCTC”) entered into that certain Implementation of San Bernardino County
Fiscal Year 2017/2018 Employer and Commuter Trip Reduction/Rideshare Programs Agreement
dated July 1, 2017 (“Agreement”).
1.2 WHEREAS, in the Agreement, SBCTA has designated approved key personnel
requiring access to the web based software (“Software”) implementing the Employer and
Commuter Trip Reduction/Rideshare Programs to receive log-in information for the Software.
1.3 WHEREAS, in the Agreement, SBCTA has agreed to protect the personal
information accessible through the Software of public participants in the Employer and Commuter
Trip Reduction/Rideshare Programs, and has agreed to obtain non-disclosure and confidentiality
agreements with all approved key personnel receiving access to the Software.
1.4 WHEREAS, SBCTA has designated Interested Party as a Key Personnel to receive
Confidential Information, as those terms are defined in Agreement, and Interested Party desires to
receive and protect the Confidential Information upon the terms and conditions set forth herein.
2. TERMS
2.1 Confidential Information. “Confidential Information” shall include: all user names,
passwords, or other log-in credentials used, provided, or accessible in connection with the
Software; all data or information accessible in connection with the Software; all source code, work
product, proprietary information, server logs, technical information, trade secrets, and proprietary
systems related to the Software; all market research, financial data, operating procedures, and third
party confidential and proprietary information; all personal information of Employer and
Commuter Trip Reduction/Rideshare Programs participants, including but not limited a
participants residence address, employment address or hours of employment for the purpose of
assisting private entities in the establishment or implementation of carpooling or ridesharing
programs as required by California Penal Code section 637, as well as names, biographical
information, demographic information, use data, contact information, or similar personal
information of participants; and any and all data, content, materials, documents and/or other
information related to the Software and/or Employer and Commuter Trip Reduction/Rideshare
Programs designated, from time to time, by RCTC as confidential information.
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2.2 Interested Party shall hold the Confidential Information in confidence, shall take
reasonable precaution to protect and keep the Confidential Information confidential, shall not
disclose the Confidential Information to any person or party not specifically authorized in writing
by RCTC to receive the Confidential Information, or as and to the extent required by law or legal
process, and shall not use the Confidential Information for any purpose other than as necessary to
operate the Employer and Commuter Trip Reduction/Rideshare Programs. Further, Interested
Party shall not disclose a participant’s personal information, including but not limited to a
participant’s residence address, employment address or hours of employment for the purpose of
assisting private entities in the establishment or implementation of carpooling or ridesharing
programs, to any other person or use such information for purpose other than as necessary to
operate the Employer and Commuter Trip Reduction/Rideshare Programs without the prior written
consent of the participant as required by California Penal Code section 637. Interested Party shall
limit access to the Confidential Information only to individuals who are directly involved in
operation of the Employer and Commuter Trip Reduction/Rideshare Programs and further
provided that such individuals are legally bound to maintain the confidentiality of the Confidential
Information on substantially the same terms as set forth herein. The foregoing restrictions on
disclosure shall not apply to Confidential Information which is (a) already known by the recipient,
(b) becomes, through no act or fault of the recipient, publicly known, (c) received by recipient
from a third party without a restriction on disclosure or use, or (d) independently developed by
recipient without reference to the other party’s Confidential Information.
2.3 Immediately upon (i) the expiration or termination of Interested Party’s
employment or association with SBCTA, (ii) the expiration or termination of the Agreement, or
(iii) a request by RCTC, Interested Party shall turn over to RCTC all Confidential Information and
all documents or media containing any such Confidential Information and any and all copies or
extracts thereof.
2.4 RCTC is an express third party beneficiary of this Non-Disclosure and
Confidentiality Agreement.
-----------------------------------SIGNATURES ON FOLLOWING PAGE-------------------------
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IN WITNESS WHEREOF, the parties hereto have executed this Non-Disclosure and
Confidentiality Agreement on the date first written above.
SBCTA INTERESTED PARTY
By: ___________________________ By: __________________________
Raymond W. Wolfe, PhD
Executive Director Name: __________________________
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Attachment “C”
Federal Flow Down Provisions
ARTICLE I -- FISCAL PROVISIONS
A. The Cost Principles and Procedures set forth in 48 CFR Ch. 1, Subch. E, Part 31, as
constituted on the effective date of this Contract shall be utilized to determine allowability
of costs under this Contract and may be modified from time to time by written amendment
of the Contract.
B. RCTC agrees to comply with Federal Department of Transportation procedures in
accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles,
and Audit Requirements for Federal Awards.
C. Any costs for which payment has been made to RCTC that are determined by subsequent
audit to be unallowed under 48 CFR, Ch.1, Subch E, Part 31, Contract Cost Principles and
Procedures, or 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles,
and Audit Requirements for Federal Awards shall be repaid by RCTC to Agency. SBCTA
shall then repay RCTC for such costs, if such costs are for the Services, using local funds.
ARTICLE II – AUDITS, THIRD PARTY CONTRACTING, RECORDS RETENTION
AND REPORTS
A. RCTC agrees that any and all subcontractors of RCTC performing Work under this
Agreement will comply with the terms and conditions of this Agreement applicable to the
portion of Work performed by them. CONSULTANT shall incorporate the following
applicable provisions of this Agreement into their subcontracts regardless of the tier:
Article I -- Fiscal Provisions, and this Article II -- Audits, Third Party Contracting, Records
Retention and Reports.
B. RCTC shall provide SBCTA, or authorized representatives or agents of SBCTA, including
but not limited to Caltrans, Federal Transit Administration (FTA) or Federal Highway
Administration (FHWA), access to CONSULTANT’s records that are directly related to
this Agreement for the purpose of inspection, auditing or copying. RCTC shall maintain
all records related to this Agreement in an organized way in the original format, electronic
and hard copy, conducive to professional review and audit, for a period of three (3) years
from the date of final payment by SBCTA, except in the event of litigation or settlement
of claims arising out of this Agreement in which case RCTC agrees to maintain records
through the conclusion of all such litigation, appeals or claims related to this Agreement.
RCTC further agrees to maintain separate records for costs of work performed by
amendment. RCTC shall allow SBCTA, Caltrans, FHWA, FTA or any duly authorized
agents to reproduce any materials as reasonably necessary.
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D. The cost proposal and/or invoices for this Agreement are subject to audit by SBCTA and/or
any state or federal agency funding this Project at any time. After RCTC receives any audit
recommendations, the cost proposal shall be adjusted by RCTC and approved by SBCTA’s
Project Manager to conform to the audit recommendations. RCTC agrees that individual
items of cost identified in the audit report may be incorporated into the Agreement at
SBCTA’s sole discretion. Refusal by RCTC to incorporate the audit or post award
recommendations will be considered a breach of the Agreement and cause for termination
of the Agreement. Any dispute concerning the audit findings of this Agreement shall be
reviewed by SBCTA’s Chief Financial Officer. RCTC may request a review by submitting
the request in writing to SBCTA within thirty (30) calendar days after issuance of the audit
report. SBCTA shall pay all costs related to the audit. Further, a breach under this clause
shall not imply any wrongdoing by RCTC. SBCTA shall pay RCTC for work completed
up to the date of termination if such costs are for the Services. As determined necessary
by SBCTA, such payment will be made using local funds.
E. RCTC agrees that RCTC’s travel and per diem reimbursements and third-party contract
reimbursements to subcontractors will be allowable as Project Costs only after those costs
are incurred and paid for by the subcontractors.
ARTICLE III. EQUAL EMPLOYMENT OPPORTUNITY
During the term of this Agreement, RCTC shall not willfully discriminate against any employee or
applicant for employment because of race, religion, color, national origin, ancestry, physical
handicap, medical condition, gender, marital status, sexual orientation, age, political affiliation or
disability. RCTC agrees to comply with the provisions of Executive Orders 11246, 11375, 11625,
12138, 12432, 12250, Title VII of the Civil Rights Act of 1964, the California Fair Employment
Practices Act and other applicable Federal, State and County laws and regulations and policies
relating to equal employment and contracting opportunities, including laws and regulations
hereafter enacted.
ARTICLE IV. GENERAL
A. Subcontracts must include provisions for terminating the subcontract for cause or
convenience by SBCTA. SBCTA’s own preferred language may be used.
B. Subcontracts must include administrative, contractual or legal remedies in instances of the
subcontractor violating or breaching the Agreement terms.
ARTICLE V. COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT
RCTC shall comply with all applicable provisions of the Americans With Disabilities Act in
performing Work under this Agreement.
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