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MEETING AGENDA
Budget and Implementation Committee
Time: 9:30 a.m.
Date: November 27, 2017
Location: BOARD ROOM
County of Riverside Administration Center
4080 Lemon St, First Floor, Riverside CA 92501
COMMITTEE MEMBERS
Jan Harnik, Chair / Kathleen Kelly, City of Palm Desert
Rusty Bailey, Vice Chair/ Andy Melendrez, City of Riverside
Lloyd White / Nancy Carroll, City of Beaumont
Jim Hyatt / Jeff Hewitt, City of Calimesa
Randall Bonner / Jordan Ehrenkranz, City of Canyon Lake
Greg Pettis / Shelley Kaplan, City of Cathedral City
Steven Hernandez / To Be Appointed, City of Coachella
Scott Matas / Russell Betts, City of Desert Hot Springs
Linda Krupa / Michael Perciful, City of Hemet
Dana Reed / To Be Appointed, City of Indian Wells
Bob Magee / Natasha Johnson, City of Lake Elsinore
Rick Gibbs / Jonathan Ingram, City of Murrieta
Michael Naggar / Matt Rahn, City of Temecula
John F. Tavaglione, County of Riverside, District II
Chuck Washington, County of Riverside, District III
STAFF
Anne Mayer, Executive Director
Theresia Trevino, Chief Financial Officer
AREAS OF RESPONSIBILITY
Annual Budget Development and Oversight
Competitive Federal and State Grant Programs
Countywide Communications and Outreach Programs
Countywide Strategic Plan
Legislation
Public Communications and Outreach Programs
Short Range Transit Plans
COMM-BI-00044
Tara Byerly
From:
Sent:
To:
Cc:
Subject:
Tara Byerly
Tuesday, November 21, 2017 6:41 AM
Tara Byerly
STANDIFO; Anne Mayer
RCTC: Budget and Implementation Committee Agenda -11.27.2017
Good morning Budget and Implementation Committee Members:
Attached is the link to the Budget and Implementation Committee Agenda for the meeting scheduled@ 9:30 a.m. on
Monday, November 27.
http://rctcdev.info/uploads/media items/budget-and-implementation-committee-agenda-november-27-
2017 .origina I .pdf
Please let me know if you have any questions. Thank you.
Happy Thanksgiving!
Respectfully,
Tara Byerly
Deputy Clerk of the Board
Riverside County Transportation Commission
951.787.7141 W 1951.787.7906F
4080 Lemon St. 3rd Fl. I P.O. Box 12008 Riverside, CA 92502
rctc.org
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RIVERSIDE 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, November 27, 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
2. ROLL CALL
3. PLEDGE OF ALLEGIANCE
4. 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.
Budget and Implementation Committee
November 27, 2017
Page 2
5. APPROVAL OF MINUTES – OCTOBER 23, 2017
6. 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.)
7. 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.
7A. QUARTERLY FINANCIAL STATEMENTS
Page 1
Overview
This item is for the Committee to:
1) Receive and file the Quarterly Financial Statements for the three months
ended September 30, 2017; and
2) Forward to the Commission for final action.
7B. QUARTERLY SALES TAX ANALYSIS
Page 8
Overview
This item is for the Committee to:
1) Receive and file the sales tax analysis for Quarter 2, 2017 (2Q 2017); and
2) Forward to the Commission for final action.
7C. QUARTERLY INVESTMENT REPORT
Page 17
Overview
This item is for the Committee to:
1) Receive and file the Quarterly Investment Report for the quarter ended
September 30, 2017; and
2) Forward to the Commission for final action.
Budget and Implementation Committee
November 27, 2017
Page 3
7D. ANNUAL INVESTMENT POLICY REVIEW
Page 84
Overview
This item is for the Committee to:
1) Adopt Resolution No. 17-017, “Resolution of the Riverside County
Transportation Commission Regarding the Revised Investment Policy”;
2) Adopt the revised annual Investment Policy; and
3) Forward to the Commission for final action.
7E. ADOPT RESOLUTION NO. 17-018 “A RESOLUTION OF THE RIVERSIDE COUNTY
TRANSPORTATION COMMISSION SUPERSEDING RESOLUTION NO. 05-012 AND
ADOPTING AN UPDATED POLICY DESIGNATING OFFICIALS AUTHORIZED TO
EXECUTE AGREEMENTS, ORDINANCES, AND RESOLUTIONS”
Page 97
Overview
This item is for the Committee to:
1) Adopt Resolution No. 17-018, “A Resolution of the Riverside County
Transportation Commission Superseding Resolution No. 05-012 and Adopting
an Updated Policy Designating Officials Authorized to Execute Agreements,
Ordinances, and Resolutions”; and
2) Forward to the Commission for final action.
8. REVISIONS TO THE PROCUREMENT POLICY MANUAL
Page 100
Overview
This item is for the Committee to:
1) Approve the revised Riverside County Transportation Commission Procurement
Policy Manual (PPM) for the procurement and contracting activities undertaken by
the Commission, pursuant to legal counsel review as to conformance to state and
federal law;
2) Adopt Resolution No. 17-016, “Resolution of the Riverside County Transportation
Commission Regarding the Revised Procurement Policy Manual”; and
3) Forward to the Commission for final action.
Budget and Implementation Committee
November 27, 2017
Page 4
9. 2018 STATE AND FEDERAL LEGISLATIVE PLATFORM AND FEDERAL LEGISLATIVE UPDATE
Page 168
Overview
This item is for the Committee to:
1) Adopt the following bill position:
a) H.R. 1 – Seek amendments;
2) Adopt the Commission’s 2018 State and Federal Legislative Platform; and
3) Forward to the Commission for final action.
10. REFUNDING OF 2010 SERIES A AND 2013 SERIES A SALES TAX REVENUE BONDS
Page 179
Overview
This item is for the Committee to:
1) Receive and file the presentation regarding the issuance of the 2017 Series B Sales
Tax Revenue Refunding Bonds (2017B Refunding Bonds);
2) Approve the refunding of a portion of the 2010 Series A Sales Tax Revenue Bonds
(2010A Bonds) and 2013 Series A Sales Tax Revenue Bonds (2013A Bonds),
outstanding in the aggregate principal amounts of $37,630,000 and $462,200,000,
respectively;
3) Adopt Resolution No. 17-015, “Resolution Authorizing the Issuance and Sale of Not to
Exceed $410,075,000 Aggregate Principal Amount of Riverside County Transportation
Commission Sales Tax Revenue Refunding Bonds (Limited Tax Bonds) in One or More
Series, the Refunding of Outstanding Bonds, the Execution and Delivery of an Eighth
Supplemental Indenture, a Purchase Contract, an Official Statement, a Continuing
Disclosure Agreement and One or More Escrow Agreements, and the Taking of All
Other Actions Necessary in Connection Therewith”;
4) Approve the draft preliminary Official Statement for the issuance of not to exceed
$410,075,000 in 2017B Refunding Bonds and authorize the Executive Director to
approve and execute the printing and distribution of the final Official Statement;
5) Approve the draft Continuing Disclosure Agreement related to the 2017B Refunding
Bonds between the Riverside County Transportation Commission and Digital
Assurance Certification, L.L.C., as dissemination agent, and authorize the Executive
Director to approve and execute the final Continuing Disclosure Agreement;
6) Approve the draft Eighth Supplemental Indenture for the 2017B Refunding Bonds
between the Riverside County Transportation Commission and U.S. Bank National
Association (US Bank), as Trustee, and authorize the Executive Director to approve
and execute the final Eighth Supplemental Indenture;
Budget and Implementation Committee
November 27, 2017
Page 5
7) Approve the draft form of the Bond Purchase Agreement between the Riverside
County Transportation Commission and Goldman, Sachs & Co. (Goldman), as
Underwriter Representative acting on behalf of itself and Merrill Lynch, Pierce,
Fenner & Smith Incorporated (BofAML); Barclays Capital Inc. (Barclays); Academy
Securities (Academy); and Fidelity Capital Markets (Fidelity), (collectively the
Underwriters), for the 2017B Refunding Bonds and authorize the Chief Financial
Officer to approve and execute the final Bond Purchase Agreement;
8) Approve the draft form of Escrow Agreement between the Commission and US Bank,
as Escrow Agent;
9) Approve the estimated costs of issuance of $625,000 and underwriters’ discount of
$1,075,000 to be paid from the bond proceeds;
10) Approve Agreement No. 05-19-510-13, Amendment No. 13 to Agreement
No. 07-31-14-00, with Orrick, Herrington, & Sutcliffe LLP (Orrick) for bond counsel
services related to the issuance of the 2017B Refunding Bonds for an additional
amount of $100,000 and a total amount not to exceed $2,850,000; and
11) Forward to the Commission for final action.
11. SB 132 AGREEMENT FOR HAMNER AVENUE BRIDGE REPLACEMENT
Page 332
Overview
This item is for the Committee to:
1) Approve Agreement No. 18-31-074-00 with Riverside County (County) and the cities
of Eastvale and Norco for the Hamner Avenue Bridge Replacement project that
received an allocation of SB 132 funds; and
2) Authorize the Executive Director, pursuant to legal counsel review, to execute the
agreement and any future amendments considered minor, with the exception of
changes to funding of non-SB 132 funds; and
3) Forward to the Commission for final action.
12. SB 1 LOCAL PARTNERSHIP PROGRAM PROJECT NOMINATIONS
Page 343
Overview
This item is for the Committee to:
1) Approve the project nominations for the SB 1 Local Partnership Program (LPP)
programs comprised of:
a) LPP Formula: 71/91 Interchange, State Route 91 High Occupancy Vehicle
(91 HOV)/Pachappa Overpass, and Temescal Canyon Road Widening projects;
and
b) LPP Competitive: Interstate 15/Railroad Canyon;
Budget and Implementation Committee
November 27, 2017
Page 6
2) Approve match funds by programming $2 million of 2009 Measure A Western County
(WC) Highway and/or New Corridor funds for the Commission’s 71/91 Interchange
project and $7.3 million of 2009 Measure A Western County Regional Arterial (MARA)
funds for the County of Riverside’s (County) Temescal Canyon Road Widening
project;
3) Submit the project nominations to the California Transportation Commission (CTC)
by the application deadline of December 15, 2017 for the LPP Formula program and
January 30, 2018 for the LPP Competitive program;
4) Direct staff to include project amendments to reflect SB 1 LPP funding in the Federal
Transportation Improvement Program;
5) Authorize the Executive Director, pursuant to legal counsel review and upon CTC
adoption of the LPP Formula program of projects and CTC approval of the LPP
Competitive program of projects, to execute amendments to the following
agreements as required for programming SB 1 LPP and match funding:
a) Agreement No. 08-31-033-00 with Caltrans for the 71/91 Interchange
project;
b) Agreement No. 16-31-045-00 with Caltrans for the 91 HOV/Pachappa
Overpass project construction; and
c) Agreement No. 17-72-109-00 with the County for the Temescal Canyon Road
Widening project, as the County will be the implementing agency; and
6) Forward to the Commission for final action.
13. ITEM(S) PULLED FROM CONSENT CALENDAR AGENDA
14. 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.
15. ADJOURNMENT
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
BUDGET AND IMPLEMENTATION COMMITTEE
ROLL CALL
NOVEMBER 27, 2017
County of Riverside, District II
County of Riverside, District Ill
City of Beaumont
City of Calimesa
City of Canyon Lake
City of Cathedral 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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BUDGET AND IMPLEMENTATION COMMITTEE SIGN-IN SHEET
NOVEMBER 27, 2017
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AGENDA ITEM 5
MINUTES
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
BUDGET AND IMPLEMENTATION COMMITTEE
Monday, October 23, 2017
MINUTES
1. CALL TO ORDER
The meeting of the Budget and Implementation Committee was called to order by
Chair Jan Harnik at 9:31 a.m., in the Board Room at the County of Riverside Administrative
Center, 4080 Lemon Street, First Floor, Riverside, California, 92501.
2. ROLL CALL
Members/Alternates Present Members Absent
Randall Bonner* Steven Hernandez
Rick Gibbs
Jan Harnik
Jim Hyatt
Shelley Kaplan
Linda Krupa
Bob Magee
Scott Matas
Andy Melendrez
Michael Naggar
Dana Reed
John Tavaglione
Chuck Washington
Lloyd White
*Arrived after the meeting was called to order
3. PLEDGE OF ALLEGIANCE
Commissioner Linda Krupa led the Budget and Implementation Committee in a flag salute.
4. PUBLIC COMMENTS
There were no requests to speak from the public.
RCTC Budget and Implementation Committee Minutes
October 23, 2017
Page 2
5. APPROVAL OF MINUTES – SEPTEMBER 25, 2017
M/S/C (Krupa/Gibbs) to approve the minutes of September 25, 2017 meeting as
submitted.
6. ADDITIONS / REVISIONS
There were no additions or revisions to the agenda.
7. 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.
M/S/C (Matas/Kaplan) to approve the following Consent Calendar item(s):
7A. SINGLE SIGNATURE AUTHORITY REPORT
1) Receive and file the Single Signature Authority report for the first quarter
ended September 30, 2017; and
2) Forward to the Commission for final action.
At this time, Commissioner Randall Bonner joined the meeting.
8. AGREEMENTS FOR ON‐CALL PUBLIC OUTREACH AND MARKETING SERVICES
Eliza Perez, Public Affairs Manager, provided the details for the agreements for on‐call
public outreach and marketing services.
In response to Commissioner Andy Melendrez’s clarification if the consultants were
selected for specific categories, Eliza Perez replied each firm has strengths in certain areas
that the Commission anticipates will be utilized. She explained staff will put forth a task
order for a certain task to all six firms on the list, the firms will respond, and staff will
evaluate and choose the firm that is suitable.
Anne Mayer explained there are some firms whose strengths may vary. Staff will focus
the task orders on these firms where there are strengths in that particular area of
communication.
Commissioner Dana Reed expressed choosing public relations or marketing firms that
have an expertise is very difficult and there were 19 responses to the Commission’s
request for proposal. He congratulated staff for the professionalism in which staff
handled this process and for the six firms that were selected at the lower end of the fee
schedule.
RCTC Budget and Implementation Committee Minutes
October 23, 2017
Page 3
Chair Harnik concurred with Anne Mayer’s and Commissioner Reed’s comments and
expressed it is so important the Commission can control and have that ability to provide
an accurate and consistent message.
M/S/C (Reed/Kaplan) to:
1) Award the following agreements to provide on‐call public outreach and
marketing services for a three‐year term, and two, two‐year options to
extend the agreements, in an amount not to exceed an aggregate value
of $1 million:
a) Agreement No. 17‐15‐105‐00 to Arellano Associates;
b) Agreement No. 17‐15‐110‐00 to Celtis Ventures, Inc.;
c) Agreement No. 17‐15‐111‐00 to CityWorks People + Places, Inc.;
d) Agreement No. 17‐15‐112‐00 to ETA Agency;
e) Agreement No. 17‐15‐113‐00 to MBI Media; and
f) Agreement No. 17‐15‐114‐00 to Moore Iacofano Goltsman, Inc.
(MIG);
2) Authorize the Chair or Executive Director, pursuant to legal counsel
review, to execute the agreements, including option years, on behalf of
the Commission;
3) Authorize the Executive Director, or designee, to execute task orders
awarded to the consultants under the terms of the agreements; and
4) Forward to the Commission for final action.
9. 2009 MEASURE A LOCAL STREETS AND ROADS PROGRAM MAINTENANCE OF EFFORT
AND FISCAL YEARS 2017/18 – 2021/22 CAPITAL IMPROVEMENT PLAN FOR THE CITY OF
BEAUMONT
Lorelle Moe‐Luna, Senior Management Analyst, provided an overview for the
2009 Measure A Local Streets and Roads Program Maintenance of Effort and FYs 2017/18
– 2021/22 Capital Improvement Plan for the city of Beaumont.
Commissioner Reed expressed the importance to recognize the city of Beaumont for their
new leadership. He then congratulated the city of Beaumont for all of their hard work to
regain the Commission’s trust and the trust of other governmental organizations.
M/S/C (Krupa/Matas) to:
1) Approve the 2009 Measure A Maintenance of Effort (MOE) Base Year
level of $515,908 (prorated initial year amount of $343,939) for the city
of Beaumont (Beaumont) applicable beginning with Fiscal Year 2017/18;
2) Approve Beaumont’s FYs 2017/18 – 2021/22 Capital Improvement Plan
(CIP) for Local Streets and Roads (LSR);
RCTC Budget and Implementation Committee Minutes
October 23, 2017
Page 4
3) Split Measure A revenues between Western Riverside Council of
Governments (WRCOG) and Beaumont according to the settlement
terms approved by both parties, including a maximum amount of
$9.4 million to be received by WRCOG;
4) Allocate Beaumont’s share of Measure A LSR funds starting in
January 2018, which represents sales taxes earned in November 2017,
assuming that Beaumont’s participation in TUMF is effective
November 4, 2017; and
5) Forward to the Commission for final action.
Abstain: Hyatt
No: Magee
10. SB 132 AGREEMENTS FOR LIMONITE INTERCHANGE AND JURUPA ROAD GRADE
SEPARATION PROJECTS
Shirley Medina, Planning and Programming Director, provided the details for the SB 132
agreements for Limonite Interchange and Jurupa Road Grade Separation projects.
In response to Commissioner Reed’s request to provide additional information, Anne Mayer
expressed gratitude the cities of Eastvale, Jurupa Valley, county of Riverside, Caltrans, and
Commission staff have done a terrific job in jump starting these five projects. She stated the
five projects under SB 132 authorized $427 million and four out of the five projects are
moving forward with agreements. Anne Mayer discussed how the county of Riverside
offered their services to the cities of Eastvale and Jurupa Valley. She explained at its
September meeting the Commission authorized the strategy for the Interstate 15 Express
Lanes Connector project. These projects are all moving quickly and it is essential due to the
June 30, 2023 deadline. She expressed city staff and the elected officials seem committed
to ensure the projects get underway. Also, Anne Mayer discussed Caltrans’ role in most of
these projects.
M/S/C (Gibbs/Matas) to:
1) Approve the following agreements for projects that received an
allocation of SB 132 funds:
a) Agreement No. 18‐62‐059‐00 with Riverside County (County) and
the cities of Eastvale and Jurupa Valley for the Interstate
15/Limonite Avenue Interchange Improvement (I‐15 Limonite
Interchange) project; and
b) Agreement No. 18‐62‐058‐00 with the County and the city of
Jurupa Valley (Jurupa Valley) for the Jurupa Road Grade
Separation project;
RCTC Budget and Implementation Committee Minutes
October 23, 2017
Page 5
2) Authorize the Executive Director, pursuant to legal counsel review, to
execute the agreements and any future amendments considered minor,
with the exception of changes to funding; and
3) Forward to the Commission for final action.
11. STATE OF CALIFORNIA DEPARTMENT OF TRANSPORTATION MASTER AGREEMENT
ADMINISTERING AGENCY‐STATE AGREEMENT FOR FEDERAL‐AID PROJECTS
Shirley Medina provided a brief overview for the State of California Department of
Transportation (Caltrans) Master Agreement Administering Agency‐State Agreement
(Master Agreement) for Federal‐Aid Projects.
In response to Commissioner Reed’s question if this is a result of previous eligibility that
allows Caltrans a great deal of latitude in approving federal projects, Anne Mayer replied
that this is the traditional Federal‐Aid Program where all federal funds coming to each
state is distributed and managed by Caltrans.
Anne Mayer explained and at a minimum this federal‐aid agreement should be updated
each time the federal government has a new transportation bill to ensure it is matching
the latest bill.
M/S/C (Kaplan/Washington) to:
1) Approve Master Administering Agency‐State Agreement (Master
Agreement) No. 18‐31‐066‐00 for Federal‐Aid Projects between the
Commission and the State of California Department of Transportation
(Caltrans);
2) Authorize the Chair, pursuant to legal counsel review, to execute the
agreement on behalf of the Commission; and
3) Forward to the Commission for final action.
12. ITEM(S) PULLED FROM CONSENT CALENDAR AGENDA
There were no items pulled from the consent calendar.
13. COMMISSIONERS / EXECUTIVE DIRECTOR REPORT
13A. Chair Harnik announced on November 9 the Southern California Association of
Governments is hosting its Eight Annual Southern California Economic Summit the
Cost of Not Housing at the L.A. Hotel Downtown.
RCTC Budget and Implementation Committee Minutes
October 23, 2017
Page 6
13B. Commissioner Gibbs suggested at the Annual Commission Workshop on January
25‐26, 2018, to begin discussions about the issues regarding extreme traffic due
to the increase in population. He suggested looking at new and creative
approaches.
Chair Harnik concurred with Commissioner Gibbs’ comments.
Anne Mayer explained in the next several months there will be a great deal of
information to share at the Annual Commission Workshop in January 2018. There
has been outreach throughout the summer, stakeholder meetings, polling, and
e‐mail surveys in order to gauge public interest. Anne Mayer expressed that
congestion is becoming an increasingly significant concern, also there will be
discussion about the proposed SB 1 repeal, and potential impacts
14. ADJOURNMENT
There being no further business for consideration by the Budget and Implementation
Committee, the meeting was adjourned at 10:02 a.m.
Respectfully submitted,
Tara Byerly
Deputy Clerk of the Board
AGENDA ITEM 7A
Agenda Item 7A
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE: November 27, 2017
TO: Budget and Implementation Committee
FROM: Michele Cisneros, Deputy Director of Finance
THROUGH: Theresia Trevino, Chief Financial Officer
SUBJECT: Quarterly Financial Statements
STAFF RECOMMENDATION:
This item is for the Committee to:
1) Receive and file the Quarterly Financial Statements for the three months ended
September 30, 2017; and
2) Forward to the Commission for final action.
BACKGROUND INFORMATION:
During the first three months of the fiscal year, staff monitored the revenues and expenditures
of the Commission. The first quarter of the fiscal year is primarily directed toward completing
fiscal year-end closing activities. Staff expects most of the categories to present a more realistic
outlook beginning in the second quarter.
The operating statement shows the sales tax revenues for the first quarter at 6 percent of the
budget. This is a result of Governmental Accounting Standards Board (GASB) Statement No. 33,
Accounting and Financial Reporting for Nonexchange Transactions. GASB Statement No. 33
requires sales tax revenues to be accrued for the period in which it is collected at the point of
destination or sale, as applicable. The California Department of Tax and Fee Administration
(CDTFA) collects the Measure A funds and remits these funds to the Commission after the
reporting period for the businesses. This creates a two-month lag in the receipt of revenues by
the Commission. Accordingly, these financial statements reflect the revenues related to
collections for July 2017.
On a cash basis, the Measure A and Local Transportation Fund (LTF) sales tax revenues are
6.52 and 11.03 percent higher, respectively, then the same period last fiscal year. State Transit
Assistance fund receipts for the first quarter have not yet been submitted by the CDTFA. Staff
will continue to monitor the trends in the sales tax receipts and report to the Commission any
necessary adjustments.
Federal, state, and local revenues are on a reimbursement basis. The Commission will receive
these revenues as eligible project costs are incurred and invoiced to the respective agencies. The
negative revenue amounts for federal reimbursements reflect the reversal of Fiscal Year 2016/17
1
Agenda Item 7A
accrued revenues at the beginning of FY 2017/18 in excess of amounts billed during the first
quarter. Reimbursement invoices for expenditures for the first quarter will be prepared and
submitted in the second quarter.
During the FY 2017/18 budget process, the Commission took a conservative approach to estimate
the Transportation Uniform Mitigation Fee (TUMF) revenues of $20 million passed through from
the Western Riverside Council of Governments (WRCOG). The Commission received TUMF
receipts through July 2017. The budgeted balance of $1,250,000 relates to TUMF zone
reimbursements from WRCOG for the Interstate 15 interchange at Railroad Canyon in the city of
Lake Elsinore.
Toll revenues budgeted at $14 million represent projected toll transactions for the RCTC 91
Express Lanes based on the Riverside County 91 Express Lanes Extension Investment Grade Traffic
and Revenue Report and 2013 financing assumptions. The operating statement shows toll
revenues at 68 percent of the budget. Toll violations and fee revenues earned represent
66 percent of the budget.
The operating statement shows other revenues at 74 percent of the $248,000 budget and reflects
the Commission’s conservative approach. Other revenues are related to property management
revenues generated from various Commission-owned properties.
The Commission took a conservative approach in estimating investment income for FY 2017/18,
as a result of flat interest yields on investment balances. Investment income is higher in the first
quarter primarily as a result of the investment of sales tax revenue bond proceeds.
The expenditure/expenses and other financing sources/uses categories are in line overall with
the expectations of the budget with the following exceptions.
• Professional services are under budget primarily due to unused budget authority for
highway and rail general legal services, public outreach activities, and rail operations and
development activities;
• Support costs are under budget primarily due to unused budget authority for rail utilities
and maintenance costs and toll operations and maintenances costs;
• Program operations are under budget due to unused budget authority for the 91 Project
and I-15 Express Lanes project activities; toll operations, motorist and commuter
assistance program operations, and highway and rail program management;
• Capital project expenditures are generally affected by lags in invoices submitted by
contractors and consultants, as well as other issues encountered during certain phases of
the projects. The negative expenditure amounts for construction and right of way/land
reflect the reversal of FY 2016/17 accrued expenditures at the beginning of FY 2017/18,
in excess of amounts paid during the first quarter. The status of significant capital projects
with budget exceeding $5 million is discussed in the attachment;
• Operating and capital disbursements are made as claims are submitted to the
Commission by transit operators;
2
Agenda Item 7A
• Special studies unused budget authority relates to feasibility studies;
• Local streets and roads are related to the timing of Measure A sales tax revenues as
previously explained. These financial statements reflect expenditures made to the local
jurisdictions related to collections through July 2017;
• Regional arterial expenditures primarily represent expenditures for the highways and
regional arterial program administered by the Coachella Valley Association of
Governments (CVAG). CVAG requests reimbursements from the Commission based on
available funds and sufficient budget authority;
• Debt service principal payments are made annually on June 1, while interest payments
are made semiannually on December 1 and June 1, except for the 2009 Sales Tax Revenue
Bonds (variable rate) as those interest payments are monthly. In July 2017, the
Commission retired $30 million of outstanding commercial paper notes in connection
with the issuance of the 2017 Sales Tax Revenue Bonds (2017 Bonds) for the I-15 Express
Lanes project and 91 Project completion;
• Cost of issuance relates to the underwriters’ discount paid for the 2017 Bonds issued for
the I-15 Express Lanes project, completion of the 91 Project, and retirement of
outstanding commercial paper notes. Other costs incurred in connection with the bond
issuance are reflected in professional services;
• Capital outlay expenditures are under budget due to unused budget authority for station
security improvements, office and property improvements for the I-15 Express Lanes
project, and Commission network, hardware, and software improvements;
• The Commission issued $158,760,000 of 2017 Bonds at a premium of $28.9 million to pay
a portion of the costs of the I-15 Express Lanes project and completion of the 91 Project,
retire $30 million of outstanding commercial paper notes, and pay costs of issuance,
including the costs of the Transportation Infrastructure Finance and Innovation Act (TIFIA)
related to the I-15 Express Lanes project; and
• The Commission entered into a loan agreement with the U.S. Department of
Transportation for a $152.5 million TIFIA loan to pay eligible I-15 Express Lanes project
costs. Proceeds of the TIFIA loan may be drawn upon after certain conditions have been
met. During the first quarter, the Commission drew down $0 in TIFIA loan proceeds.
During construction of the I-15 Express Lanes project and for a period of up to five years
following substantial completion, interest is compounded and added to the initial TIFIA
loan. TIFIA debt service payments are expected to commence June 2025, which is
approximately five years after substantial completion of the I-15 Express Lanes project,
through June 2055.
Attachments:
1) Quarterly Project Status – September 2017
2) Quarterly Financial Statements – September 2017
3
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
QUARTERLY PROJECT STATUS
1ST QUARTER
FOR THREE MONTHS ENDED 9/30/2017
FY 2017/18 BUDGET
1ST QUARTER
EXPENDITURES
Project Description Project Status
91 Project (P003028) $129,943,000 ($16,124,765) The Design-Build contract has an actual reported
progress of 99 percent as of September 30, 2017, with
substantial completion occurring on March 20, 2017. The
Commission acquired and delivered all 197 Caltrans
parcels to the Design-Builder in June 2015. Construction
is complete on all 32 bridges and 91 of 92 walls. All 90
utility relocations are complete. The under run of the FY
2017/18 budget at the first quarter is due to accrual
reversals of expenditures in FY 2016/17 for the Design-
Build contract, utilities, and the Army Corps of Engineers
Reach 9 project. The FY 2017/18 budget for the Design-
Build contract includes the anticipated payment of all
contract-change orders that have yet to be executed and
any future claims.
The project connects with Orange County
Transportation Authority’s tolled express lanes at the
Orange County/Riverside County line and continue
approximately eight miles to the Interstate (I)-15/State
Route (SR)-91 interchange. The project involves
widening pavement on the outside of the existing
highway to reposition general purpose lanes and
repurposing the existing High Occupancy Vehicle
(HOV) lanes to accommodate two-tolled express lanes
in the median in each direction. The 91 Project also
involves constructing one new general purpose lane in
each direction from SR-71 to I-15, ultimately providing
two-tolled express lanes and five general purpose
lanes in each direction. 91 Project development
activities began in September 2007, construction work
related to roadway and structures began in July 2014,
and the toll lanes opened in March 2017. The total
acquisition and construction cost of the 91 Project is
estimated at $1.4 billion, including capitalized interest,
debt service reserves, contingency, and cost of
issuance.
I-15 Express Lanes project (P003027) 127,210,000 12,743,711 The toll services contract was awarded in January 2017,
the Design-Build contract was awarded in April 2017, and
the project financing was completed in July 2017. A
project office in Corona opened in August 2017.
Technical work groups have been established to facilitate
design development, and review of the preliminary
baseline schedule is ongoing, as well as review of the toll
infrastructure design document. Design-Build field
activities have begun, including initial surveying,
potholing, and geotechnical investigations. The under
run of the FY 2017/18 budget at the first quarter is due to
under runs in the Design-Build contract, the project and
construction management contract, and environmental
permits.
The project will generally add two tolled express lanes
in each direction from SR-60 to Cajalco Road in
Corona. Project development activities began in April
2008, and lanes are expected to open to traffic in 2020.
The 2016 CAPEX forecast estimates the total project
cost at $486 million, which includes $46 million of
contingency.
ATTACHMENT 1
4
FY 2017/18 BUDGET
1ST QUARTER
EXPENDITURES
Project Description Project Status
Mid County Parkway (P002302, P612302, &
P002317) 25,441,000 3,281,012 The Commission approved the procurement for final
design of the I-215 Placentia Interchange in November
2016 and notice to proceed was issued the same month.
Staff secured approval of the New Connection Report
with the Federal Highway Administration. Staff continues
to work on the approval of the Compensatory Mitigation
Plan with the U.S. Army Corps of Engineers. Staff started
the work on the Cultural Landscape Study for cultural
resources mitigation. The Commission acquired some of
the mitigation land needed for the project. Staff continues
to work on identifying the remaining mitigation land
needed.
The environmental document for a new corridor from I-
215 to SR-79 was approved in April 2015. The first
design package is anticipated to be completed in FY
2018/2019. Construction of this new facility will be
completed over many years as funding becomes
available; the project cost is estimated at $1.3 to $1.6
billion.
Pachappa Underpass project (P003038) 13,126,300 21,567 ROW acquisition continues as well as preparation and
review of the Construction and Maintenance Agreement
with Union Pacific Railroad (UPRR). A few remaining
design issues are under discussion between Caltrans and
UPRR.
The project will remove the Pachappa shoofly activities
and construct the retaining wall, drainage, and track
work for the permanent Pachappa underpass; the
project cost is estimated at $12 million.
Perris Valley Line and other rail projects
(P003800, P003823, P003830, P003832, P003834) 22,334,600 (7,105,991) The FTA awarded Small Starts Grant Agreement funds.
ROW acquisition activities for the station and layover
facility at south Perris have been completed. Following
the settlement of a lawsuit challenging elements of the
California Environmental Quality Act document in July
2013, the construction contract was given limited notice
to proceed in October 2013 and full notice following FTA
approval of the Small Starts Grant Agreement. Active
construction commenced in January 2014. Metrolink
operations commenced in June 2016. Substantial
completion was reached in September 2016. Final
completion is expected in November 2017. The negative
expenditure amounts in the first quarter represents the
impact of reversal of accrual of expenditures in FY
2016/17.
The project extends commuter rail services to the city
of Perris. In December 2007 the Commission received
approval from the Federal Transit Administration (FTA)
to move into project development. The estimated
project cost is $248.3 million. Other rail projects include
adding a fourth main track between the Riverside
Downtown station to the connector to the San Jacinto
Branch Line at Highgrove.
This list discusses the significant capital projects (i.e., total budgeted costs in excess of $5 million) and related status. Capital project expenditures are generally affected by
lags in invoices submitted by contractors and consultants, as well as issues encountered during certain phases of the projects. The capital projects budgets tend to be based
on aggressive project schedules.
5
Revenues
Sales tax 274,469,000$ 17,413,100$ (257,055,900)$ 6%
Federal reimbursements 77,877,100 (290,825) (78,167,925)0%
State reimbursements 11,500,200 164,647 (11,335,553)1%
Local reimbursements 9,270,800 265,465 (9,005,335)3%
Transportation Uniform Mitigation Fee 21,250,000 1,528,350 (19,721,650)7%
Toll revenues 14,000,000 9,589,623 (4,410,377)68%
Toll violations and fee revenues 2,835,800 1,861,768 (974,032)66%
Other revenues 248,000 183,626 (64,374)74%
Investment income 3,509,400 1,265,606 (2,243,794)36%
Total revenues 414,960,300 31,981,360 (382,978,940)8%
Expenditures
Salaries and benefits 9,554,200 2,414,965 7,139,235 25%
Professional and support
Professional services 18,516,100 1,898,492 16,617,608 10%
Support costs 11,843,200 2,130,485 9,712,715 18%
Total Professional and support costs 30,359,300 4,028,977 26,330,323 13%
Projects and operations
Program operations - general 23,968,000 2,374,933 21,593,067 10%
Engineering 11,516,400 362,394 11,154,006 3%
Construction 76,036,600 (5,583,562) 81,620,162 -7%
Design Build 189,485,000 15,882,235 173,602,765 8%
Right of way/land 83,236,100 (3,188,370) 86,424,470 -4%
Operating and capital disbursements 153,567,600 27,079,784 126,487,816 18%
Special studies 3,952,000 64,109 3,887,891 2%
Local streets and roads 52,933,000 3,463,589 49,469,411 7%
Regional arterials 30,000,000 1,705,214 28,294,786 6%
Total projects and operations 624,694,700 42,160,326 582,534,374 7%
Debt service
Principal 66,045,000 30,000,000 36,045,000 45%
Interest 41,123,200 683,724 40,439,476 2%
Cost of issuance 5,500,000 1,052,057 4,447,943 19%
Total debt service 112,668,200 31,735,781 80,932,419 28%
Capital outlay 5,380,000 431,491 4,948,509 8%
Total Expenditures 782,656,400 80,771,540 701,884,860 10%
Excess revenues over (under) expenditures (367,696,100) (48,790,180) 717,486,809 13%
Other financing sources/(uses)
Transfer in 311,984,500 90,995,705 (220,988,795) 29%
Transfer out (311,984,500) (90,995,705) 220,988,795 29%
Debt proceeds 178,760,000 158,760,000 (20,000,000) 89%
TIFIA loan proceeds 88,000,000 - (88,000,000) N/A
Bond premium 18,892,000 28,931,909 10,039,909 N/A
Total financing sources/(uses)285,652,000 187,691,909 97,960,091 66%
Net change in fund balances (82,044,100) 138,901,729 815,446,900 -169%
Fund balance July 1, 2017 687,463,600 412,734,228 (274,729,372) 60%
Fund balance September 30, 2017 605,419,500$ 551,635,957$ 540,717,528$ 91%
QUARTERLY BUDGET TO ACTUAL
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
1ST QUARTER
FOR THREE MONTHS ENDED 9/30/2017
FY 2017/18
BUDGET
1ST QUARTER
ACTUAL
PERCENT
UTILIZATION
REMAINING
BALANCE
ATTACHMENT 2
6
ENTERPRISE FUND
OTHER AGENCY
PROJECTS SB132 TOLL OPERATIONS
Revenues
Sales tax -$ -$ 8,937,889$ 2,515,248$ 61,163$ 5,898,800$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ 17,413,100$
Federal reimbursements - - (290,825) - - - - - - - - - - - - - (290,825)
State reimbursements - 164,647 - - - - - - - - - - - - - - 164,647
Local reimbursements 408 3,928 10,373 - - - - - - - - 250,756 - - - - 265,465
Transportation Uniform Mitigation Fee - - - - - - - 1,528,350 - - - - - - - - 1,528,350
Toll revenues - - - - - - - - - - - 9,589,623 - - - - 9,589,623
Toll violations and fee revenues 1,861,768 1,861,768
Other revenues 8,373 384 174,869 - - - - - - - - - - - - - 183,626
Investment income - - 82,922 15,844 - - 31,687 31,687 - - - 89,152 369,200 607,916 315 36,883 1,265,606
Total revenues 8,781 168,959 8,915,228 2,531,092 61,163 5,898,800 31,687 1,560,037 - - - 11,791,299 369,200 607,916 315 36,883 31,981,360
Expenditures
Salaries and benefits 1,543,748 19,412 631,280 - - - - 56,179 5,268 21,328 41,370 96,380 - - - - 2,414,965
Professional and support
Professional services 400,255 42,342 1,619,228 1,430 - - 2,861 20,183 (260,966) 667 92,899 (20,407) - - - - 1,898,492
Support costs 1,681,975 29,579 102,208 - - - - 382 - 53 1 316,287 - - - - 2,130,485
Total Professional and support costs 2,082,230 71,921 1,721,436 1,430 - - 2,861 20,565 (260,966) 720 92,900 295,880 - - - - 4,028,977
Projects and operations
Program operations - general 375,259 340,693 65,486 - - - - 11,707 - 6,394 - 1,575,394 - - - - 2,374,933
Engineering - - 179,352 - - - - 183,042 - - - - - - - - 362,394
Construction - - (5,597,491) - - - - 13,929 - - - - - - - - (5,583,562)
Design Build - - 15,882,235 - - - - - - - - - - - - - 15,882,235
Right of way/land - - (3,217,315) - - - - 28,945 - - - - - - - - (3,188,370)
Operating and capital disbursements 522,174 - 989,858 1,288,350 - 24,103,685 175,717 - - - - - - - - - 27,079,784
Special studies 64,109 - - - - - - - - - - - - - - - 64,109
Local streets and roads - - 2,522,089 880,337 61,163 - - - - - - - - - - - 3,463,589
Regional arterials - - - 1,705,214 - - - - - - - - - - - - 1,705,214
Total projects and operations 961,542 340,693 10,824,214 3,873,901 61,163 24,103,685 175,717 237,623 - 6,394 - 1,575,394 - - - - 42,160,326
Debt service
Principal - - - - - - - - - - - - 30,000,000 - - - 30,000,000
Interest - - - - - - - - - - - - 37,485 - - 646,239 683,724
Cost of issuance - - - - - - - - - - - - - 1,052,057 - - 1,052,057
Total debt service - - - - - - - - - - - - 30,037,485 1,052,057 - 646,239 31,735,781
Capital outlay - - 222,266 - - - - - - - - 209,225 - - - - 431,491
Total Expenditures 4,587,520 432,026 13,399,196 3,875,331 61,163 24,103,685 178,578 314,367 (255,698) 28,442 134,270 2,176,879 30,037,485 1,052,057 - 646,239 80,771,540
Excess revenues over (under) expenditures (4,578,739) (263,067) (4,483,968) (1,344,239) - (18,204,885) (146,891) 1,245,670 255,698 (28,442) (134,270) 9,614,420 (29,668,285) (444,141) 315 (609,356) (48,790,180)
Other financing sources/(uses)
Transfer in 9,041,146 - 47,826,495 - - - - - - - - - 30,000,000 - - 4,128,064 90,995,705
Transfer out - - (4,786,258) - - (9,041,146) - - - - - - (23,465,276) (53,703,025) - - (90,995,705)
Debt proceeds - - - - - - - - - - - - - 158,760,000 - - 158,760,000
Bond premium - - - - - - - - - - - - - 28,931,909 - - 28,931,909
Total financing sources/(uses)9,041,146 - 43,040,237 - - (9,041,146) - - - - - - 6,534,724 133,988,884 - 4,128,064 187,691,909
Net change in fund balances 4,462,407 (263,067) 38,556,269 (1,344,239) - (27,246,031) (146,891) 1,245,670 255,698 (28,442) (134,270) 9,614,420 (23,133,561) 133,544,743 315 3,518,708 138,901,729
Fund balance July 1, 2017 19,126,100 8,842,499 221,510,954 47,791,274 556 115,175,281 75,432,832 81,473,550 3,308,418 180,162 (23,054) (293,678,840) 46,951,913 63,532,514 1,127,554 21,982,515 412,734,228
Fund balance September 30, 2017 23,588,507$ 8,579,432$ 260,067,223$ 46,447,035$ 556$ 87,929,250$ 75,285,941$ 82,719,220$ 3,564,116$ 151,720$ (157,324)$ (284,064,420)$ 23,818,352$ 197,077,257$ 1,127,869$ 25,501,223$ 551,635,957$
CAPITAL PROJECTS FUNDS
GENERAL FUND FSP/
SAFE
WESTERN
COUNTY
PALO VERDE
VALLEY
COACHELLA
VALLEY
LOCAL TRANSPORTATION
FUND
MEASURE A SALES TAX
SPECIAL REVENUE FUNDS
TRANSPORTATION DEVELOPMENT ACT
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
QUARTERLY BUDGET TO ACTUAL BY FUND
1ST QUARTER
FOR THREE MONTHS ENDED 9/30/2017
SALES TAX
BONDS DEBT SERVICE COMBINED TOTALCOMMERCIAL
PAPER
STATE TRANSIT
ASSISTANCE
TRANSPORTATION
UNIFORM MITIGATION FEE
(TUMF)
TOLL REVENUE
BONDS
COACHELLA
VALLEY RAIL
7
AGENDA ITEM 7B
Agenda Item 7B
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE: November 27, 2018
TO: Budget and Implementation Committee
FROM: Michele Cisneros, Deputy Director of Finance
THROUGH: Theresia Trevino, Chief Financial Officer
SUBJECT: Quarterly Sales Tax Analysis
STAFF RECOMMENDATION:
This item is for the Committee to:
1) Receive and file the sales tax analysis for Quarter 2, 2017 (2Q 2017); and
2) Forward to the Commission for final action.
BACKGROUND INFORMATION:
At its December 2007 meeting, the Commission awarded an agreement with MuniServices, LLC
(MuniServices) for quarterly sales tax reporting services plus additional fees contingent on
additional sales tax revenues generated from the transactions and use tax (sales tax) audit
services. As part of the recurring contracts process, the Commission approved a five-year
extension through June 30, 2018. The services performed under this agreement pertain to only
the Measure A sales tax revenues.
Since the commencement of these services, MuniServices submitted audits, which reported
findings and submitted to the California Department of Tax and Fee Administration (CDTFA) for
review and determination of errors in sales tax reporting related to 694 businesses. Through
1Q 2017, the CDTFA approved 485 of these accounts for a cumulative sales tax recovery of
$7,917,031. Updated amounts for 2Q 2017 will be provided once received from MuniServices.
If the CDTFA concurs with the error(s) for the remaining claims, the Commission will receive
additional revenues; however, the magnitude of the value of the remaining findings was not
available. It is important to note that while the recoveries of additional revenues will be tangible,
it will not be sufficient to alter the overall trend of sales tax revenues.
Additionally, MuniServices provided the Commission with the quarterly sales tax summary report
for 2Q 2017. Most of the 2Q 2017 Measure A sales tax revenues were received in the third
quarter of calendar year 2017, during July 2017 through September 2017, due to a lag in the sales
tax calendar. The summary section of 2Q 2017 report is attached and includes an overview of
8
Agenda Item 7B
California’s economic outlook, local results, historical cash collections analysis by quarter, top 25
sales/use tax contributors, historical sales tax amounts, annual sales tax by business category,
five-year economic trend for significant business category (business to business), and final
results.
Taxable transactions for the top 25 tax contributors in Riverside County generated 23.0 percent
of taxable sales for the benchmark year ended 2Q 2016 – comparable to the benchmark year
ended 2Q 2016. The top 100 tax contributors generated 38.1 percent, comparable to the 37.6
percent benchmark year ended 2Q 2016.
In the Economic Category Analysis below, all six categories experienced new highs in the 2Q 2017
benchmark year compared to the prior seven benchmark years.
An analysis of sales tax performance by quarter through 2Q 2017 is attached and illustrates fairly
consistent cycles for sales tax performance for most of the economic categories since the
economic recession in 2009.
For 8 of the top 10 segments (auto sales-new, restaurants, department stores, miscellaneous
retail, building materials-wholesale, apparel stores, food markets, and building materials-retail)
during the past eight benchmark year quarters, sales tax receipts reached a new high point. The
8 segments represent 61.8 percent of total sales tax receipts. Service stations and light industry
representing 7.4 percent and 4.3 percent, respectively, were lower than the 2Q 2016 benchmark
year due to lower fuel prices and completion of renewable energy developments in Riverside
County, respectively.
These top 10 segments represent 73.5 percent of the total sales tax receipts. For the other
19 segments representing 26.5 percent of the total sales tax receipts, 14 segments presenting
22.5 percent of the total sales tax receipts reached new high points in the benchmark year
2Q 2017.
In the Economic Segment Analysis below, auto sales-new, restaurants, and department stores
represent the largest segments for Riverside County, or 33.2 percent of total sales tax receipts.
% of Total / % Change
RCTC State Wide Riverside
County
San
Bernardino
County
Inland
Empire South Coast S.F. Bay Area Sacramento
Valley
Central
Valley North Coast Central
Coast
General Retail 28.6 / 3.4 28.1 / 0.9 27.8 / 1.0 26.3 / 5.9 27.1 / 3.4 28.8 / 0.0 26.2 / -0.7 27.4 / 1.2 31.4 / 6.4 28.4 / 0.2 31.1 / -6.2
Food Products 17.8 / 5.2 21.1 / 4.0 20 / 5.0 15.3 / 3.7 17.6 / 4.5 22.4 / 4.4 22.4 / 3.1 17.2 / 4.8 16.9 / 4.8 18.7 / 2.4 30.8 / -7.4
Transportation 25.1 / 2.9 23.8 / 2.5 26.4 / 3.4 27.7 / 2.2 27.0 / 2.8 23.1 / 1.0 21.2 / 4.9 28.6 / 5.4 25.9 / 3.3 30.2 / 1.7 22.7 / 3.8
Construction 10.9 / 5.3 9.4 / -1.2 12.5 / 1.3 8.6 / -27.0 10.5 / -12.9 8.3 / 0.8 9.5 / 1.2 11.6 / 2.8 11.9 / 1.7 13.7 / 2.7 8.3 / -16.6
Business to Business 15.3 / 3.6 16.4 / 1.4 12.3 / 14.3 20.1 / 3.0 16.3 / 6.9 16.2 / 2.2 19.4 / -1.9 14.0 / 0.7 12.4 / 1.3 8.0 / -5.2 6.3 / -3.8
Miscellaneous 2.3 / 11.8 1.3 / 7.7 1.1 / 0.6 2.0 / 74.0 1.6 / 40.0 1.2 / 7.5 1.3 / 1.4 1.2 / -24.9 1.6 / 11.4 1.0 / 4.6 0.9 / -18.7
Total 100.0 / 4.0 100.0 / 1.9 100 / 3.9 100 / 0.9 100.0 / 2.4 100.0 / 1.7 100.0 / 1.3 100.0 / 2.7 100.0 / 4.2 100.0 / 1.0 100.0 / -5.5
General Retail: Apparel Stores, Department Stores, Furniture/Appliances, Drug Stores, Recreation Products, Florist/Nursery, and Misc. Retail
Food Products: Restaurants, Food Markets, Liquor Stores, and Food Processing Equipment
Construction: Building Materials Retail and Building Materials Wholesale
Transportation: Auto Parts/Repair, Auto Sales - New, Auto Sales - Used, Service Stations, and Misc. Vehicle Sales
Business to Business: Office Equip., Electronic Equip., Business Services, Energy Sales, Chemical Products, Heavy Industry, Light Industry, and Leasing
Miscellaneous: Health & Government, Miscellaneous Other, and Closed Account Adjustments
ECONOMIC CATEGORY ANALYSIS
9
Agenda Item 7B
This is the nineteenth consecutive quarter since 4Q 2008, that auto sales-new and departments
stores have been in the top three economic segments. Growth seen in previous quarters for
service stations segment has been declining continuously from the high in the last six years due
to lower fuel prices. Restaurants replaced service stations in the top three economic segments
beginning in 4Q 2014.
During the review of the 2Q 2017 detailed report with MuniServices, information regarding sales
tax comparison by city and change in economic segments (two highest gains and two highest
losses) from 2Q 2017 to 2Q 2016 was provided and is attached.
Staff continues to monitor monthly sales tax receipts and other available economic data to
determine the need for any adjustment to the revenue projections. Staff will utilize the forecast
scenarios included with the complete report and receipt trends in assessing such projections.
Attachments:
1) Sales Tax Digest Summary 2Q 2017
2) Sales Tax Performance Analysis by Quarter
3) Quarterly Sales Tax Change Comparison by City for 2Q 2017 to 2Q 2016
RCTC State Wide Riverside
County
San
Bernardino
County
Inland
Empire South Coast S.F. Bay Area Sacramento
Valley
Central
Valley North Coast Central
Coast
Largest Segment Auto Sales -
New Restaurants Restaurants Restaurants Restaurants
Service
Stations Restaurants Restaurants
Department
Stores
Auto Sales -
New Restaurants
% of Total / % Change 11.7 / 5.1 15.0 / 4.8 13.0 / 6.8 10.4 / 5.5 11.6 / 6.2 18.6 / -55.5 16.0 / 3.1 16.5 / 5.3 13.2 / 2.0 12.2 / 6.1 22.0 / -7.9
2nd Largest Segment Restaurants Auto Sales -
New
Auto Sales -
New
Department
Stores
Auto Sales -
New Restaurants Auto Sales -
New
Auto Sales -
New
Auto Sales -
New Restaurants Auto Sales -
New
% of Total / % Change 11.5 / 6.5 11.4 / 4.6 12.2 / 3.3 10.4 / 2.9 11.1 / 4.7 14.6 / -32.2 11.4 / 6.8 11.3 / 2.8 11.0 / 7.1 10.9 / 3.0 10.9 / 18.9
3rd Largest Segment Department
Stores
Department
Stores
Department
Stores
Auto Sales -
New
Department
Stores
Auto Sales -
New
Department
Stores
Department
Stores Restaurants Department
Stores Misc. Retail
% of Total / % Change 10.0 / 1.9 9.2 / 0.0 10.3 / 1.3 10.1 / 6.4 10.3 / 2.2 12.0 / 10.1 7.5 / -1.2 8.9 / -0.7 10.9 / 5.4 10.6 / -2.1 10.3 / -8.5
ECONOMIC SEGMENT ANALYSIS
10
Riverside County Transportation Commission
Sales Tax Digest Summary
Collections through September 2017
Sales through June 2017 (2017Q2)
www.MuniServices.com (800) 800‐8181 Page 1
CALIFORNIA’S ECONOMIC OUTLOOK
California sales tax receipts increased by 4.2% over the same quarter from the previous year, with
Northern California reporting a 1.7% increase compared to 6.1% for Southern California. Receipts for the
Riverside County Transportation Commission changed by 6.2% over the same periods.
Retail industry possibly in for a major transformation. With Amazon’s purchase of Whole Foods,
consumer shopping behavior may begin to change both online and offline. Amazon can now use the
brick & mortar platform to test products, price points and assortment interactions. (Harvard Business
Review)
Retail sales expected to rise this holiday season. The National Retail Federation expects retail sales
to grow by as much as 4% or at least match the 3.6% growth experienced last year. Their optimism is
due to the strong growth in online sales, which are expected to increase between 8% and 12%. (NRF)
California's unemployment rate continues to drop. The rate was at 4.9% in June, 0.7% under the
2016 rate for the same period. Total unemployment decreased by ‐11.5% during the same period, while
labor force increased by 0.2%. (EDD)
LOCAL RESULTS
Net Cash Receipts Analysis
Local Collections $45,585,291
Share of County Pool 0.0% 0
Share of State Pool 0.0% 0
SBE Net Collections 45,585,291
Less: Amount Due County 0.0% .00
Less: Cost of Administration (506,280)
Net 2Q2017 Receipts 45,079,011
Net 2Q2016 Receipts 42,467,181
Actual Percentage Change 6.2%
Business Activity Performance Analysis
Local Collections $45,585,291
Less: Payments for Prior Periods (2,366,413)
Preliminary 2Q2017 Collections 43,218,879
Projected 2Q2017 Late Payments 1,722,875
Projected 2Q2017 Final Results 44,941,754
Actual 2Q2016 Results 42,839,322
Projected Percentage Change 4.9%
ATTACHMENT 1
11
Riverside County Transportation Commission
www.MuniServices.com (800) 800‐8181 Page 2
HISTORICAL CASH COLLECTIONS ANALYSIS BY QUARTER
TOP 25 SALES/USE TAX CONTRIBUTORS
The following list identifies RCTC’s Top 25 Sales/Use Tax contributors. The list is in alphabetical order
and represents sales from July 2016 to June 2017. The Top 25 Sales/Use Tax contributors generate
20.5% of RCTC’s total sales and use tax revenue.
7‐ELEVEN FOOD STORES MACY'S DEPARTMENT STORE
AMAZON.COM MCDONALD’S RESTAURANTS
ARCO AM/PM MINI MARTS RALPH'S GROCER COMPANY
BEST BUY STORES ROSS STORES
CARMAX THE AUTO SUPERSTORE SAM'S CLUB
CHEVRON SERVICE STATIONS SHELL SERVICE STATIONS
CIRCLE K FOOD STORES STATER BROS MARKETS
COSTCO WHOLESALE TARGET STORES
DEPT OF MOTOR VEHICLES USA SERVICE STATIONS
HOME DEPOT VERIZON WIRELESS
JACK IN THE BOX WAL MART STORES
KOHL'S DEPARTMENT STORES WALGREEN'S DRUG STORES
LOWE'S HOME CENTERS
12
Riverside County Transportation Commission
www.MuniServices.com (800) 800‐8181 Page 3
HISTORICAL SALES TAX AMOUNTS
The following chart shows the sales tax level from sales through June 2017, the highs, and the lows for
each segment over the last two years.
ANNUAL SALES TAX BY BUSINESS CATEGORY
13
Riverside County Transportation Commission
www.MuniServices.com (800) 800‐8181 Page 4
FIVE‐YEAR ECONOMIC TREND: Business To Business
FINAL RESULTS: July 2016 ‐ June 2017 Sales
Local Net Cash Collections $42,443,271
Less: Pool Amounts ($‐507,340)
Less: Prior Quarter Payments ($1,977,076)
Add: Late Payments $1,814,392
Local Net Economic Collections after Adjustments $42,787,928
Percent Change from July 2015 – June 2016 Sales UP BY 3.5%
MUNISERVICES’ ON‐GOING AUDIT RESULTS
This Quarter $274,743
Total to Date $7,917,031
14
RCTC: Sales Tax Performance Analysis by QuarterTOTALEconomicTOTAL2017Q2 QoQ %∆QoQ $∆YoY %∆YoY $∆$44,941,094 4.9% $2,102,313 4.0% $6,772,230GENERAL RETAIL2017Q2 QoQ %∆QoQ $∆YoY %∆YoY $∆$11,865,156 2.8% $320,993 3.3% $1,592,32226.4%FOOD PRODUCTS2017Q2 QoQ %∆QoQ $∆YoY %∆YoY $∆$8,320,714 5.3% $416,436 5.2% $1,579,126% of Total: 18.5%TRANSPORTATION2017Q2 QoQ %∆QoQ $∆YoY %∆YoY $∆$11,422,570 4.4% $477,863 2.9% $1,263,725% of Total: 25.4%CONSTRUCTION2017Q2 QoQ %∆QoQ $∆YoY %∆YoY $∆$5,301,650 13.0% $608,515 5.2% $952,290% of Total: 11.8%BUSINESS TO BUSINESS2017Q2 QoQ %∆QoQ $∆YoY %∆YoY $∆$6,965,165 2.5% $169,873 3.7% $953,641% of Total: 15.5%Q3 Q4 Q1 Q2ATTACHMENT 2TOTALCATEGORY% of 2017Q2 Total:QoQ = 17Q2 / 16Q2 YoY = YE 17Q2 / YE 16Q2$0$2,000,000$4,000,000$6,000,000$8,000,000$10,000,000$12,000,000$14,000,000$16,000,000$0$5,000,000$10,000,000$15,000,000$20,000,000$25,000,000$30,000,000$35,000,000$40,000,000$45,000,000$50,000,00015
Transportation Authorities: Quarterly Comparison of 2016Q2 and 2017Q2 (July thru September Sales )General RetailFood ProductsTransportationConstructionB2BMisc.Apr ‐ Jun2017(2017Q2)Apr ‐ Jun2016(2016Q2)% Chg GainGainDeclineDeclineRIVERSIDE COUNTYBANNING54.4% 6.9% 17.9% 14.8% 30.2% 128.3%546,182455,25820.0%Auto Sales ‐ NewApparel StoresAuto Sales ‐ Used Energy SalesBEAUMONT‐2.2%‐3.5% 5.5%‐70.1% 4.7% 8.0%948,9891,049,202‐9.6%Light IndustryService StationsBldg.Matls‐Retail Food MarketsBLYTHE16.5%‐5.9% 6.2%‐4.3%‐5.4% 253.0%388,601376,0003.4%Auto Sales ‐ NewFurniture/ApplianceRestaurantsLight IndustryCALIMESA62.1% 4.4% 12.6% 57.7%‐39.5%‐12.0%177,994161,23110.4%Miscellaneous RetailService StationsLight IndustryChemical ProductsCANYON LAKE‐16.6% 12.8% 6.0% 2.0%‐25.5% 52.1%56,06854,7112.5%RestaurantsFood MarketsMiscellaneous RetailApparel StoresCATHEDRAL CITY0.2%‐2.2%‐0.6% 7.7% 8.2% 77.7%1,960,9461,951,3340.5%Energy SalesRestaurantsFood MarketsAuto Parts/RepairCOACHELLA0.6% 1.8%‐0.5%‐21.2% 74.2% 4.3%776,149755,7562.7%Energy SalesRestaurantsBldg.Matls‐Whsle Food MarketsCORONA0.2% 5.6% 6.1% 5.3%‐3.8% 17.2%8,973,7958,734,4302.7%Bldg.Matls‐Whsle Service StationsBldg.Matls‐Retail Electronic EquipmentDESERT HOT SPRINGS3.2% 5.8% 4.6% 43.9% 83.0% 47.3%350,960324,2508.2%Heavy IndustryService StationsDepartment StoresDrug StoresEASTVALE‐1.0% 7.1% 10.4% 4.4% 16.3% 60.5%1,856,5521,735,5087.0%Electronic EquipmentHeavy IndustryBusiness ServicesRecreation ProductsHEMET3.7% 1.8%‐4.0%‐48.7% 3.7% 23.5%2,429,6162,559,240‐5.1%Apparel StoresService StationsBldg.Matls‐Retail Auto Sales ‐ NewINDIAN WELLS‐21.6%‐1.4%‐100.0%‐9.1%‐25.4%‐22.2%215,734225,620‐4.4%Apparel StoresHealth & GovernmentFurniture/ApplianceMiscellaneous RetailINDIO‐5.2%‐0.9% 7.4%‐18.7% 24.2% 71.6%2,567,7702,534,4331.3%Auto Sales ‐ NewLight IndustryBldg.Matls‐Retail Department StoresJURUPA VALLEY10.0% 3.8% 11.1% 4.4%‐1.1%‐40.9%2,430,3582,320,2564.7%Service StationsBldg.Matls‐Whsle Office EquipmentLeasingLA QUINTA5.9% 3.0%‐4.4%‐55.3%‐3.5% 9.4%1,778,3531,829,778‐2.8%Department StoresRestaurantsBldg.Matls‐Retail Auto Parts/RepairLAKE ELSINORE2.6% 4.0% 6.5%‐37.5% 14.7%‐49.0%2,069,0352,089,021‐1.0%Department StoresService StationsBldg.Matls‐Retail Food MarketsMENIFEE12.8% 9.9% 6.5% 1.1% 11.3%‐39.1%1,707,0731,581,9997.9%RestaurantsFurniture/ApplianceBldg.Matls‐Whsle Food MarketsMORENO VALLEY3.1%‐9.3% 2.0%‐44.1% 18.3% 31.6%3,837,4454,018,782‐4.5%Service StationsHeavy IndustryBldg.Matls‐Retail Food MarketsMURRIETA1.9%‐2.3% 43.6%‐16.7% 0.5%‐7.7%3,691,4713,382,2659.1%Auto Sales ‐ Used Bldg.Matls‐Whsle Bldg.Matls‐Retail Food MarketsNORCO8.0% 4.1% 19.4% 1.9%‐11.9% 107.8%1,561,2901,397,89811.7%Auto Sales ‐ NewService StationsLight IndustryMiscellaneous RetailPALM DESERT‐1.5% 5.5%‐1.8% 1.0% 56.4%‐79.8%3,908,9123,892,1690.4%Leasing RestaurantsMiscellaneous OtherAuto Sales ‐ NewPALM SPRINGS4.3% 14.4% 11.5% 5.2% 7.4% 21.4%2,885,5682,628,6519.8%RestaurantsAuto Sales ‐ NewLight IndustryMiscellaneous OtherPERRIS140.0% 10.7%‐4.1% 2.4% 18.4%‐3.1%3,398,3442,542,87733.6%Furniture/ApplianceElectronic EquipmentAuto Sales ‐ Used Auto Sales ‐ NewRANCHO MIRAGE‐17.4% 2.5% 11.3%‐75.7% 37.2%‐3.0%1,096,6101,165,871‐5.9%RestaurantsLight IndustryBldg.Matls‐Retail Miscellaneous RetailRIVERSIDE‐3.4%‐6.2%‐1.3%‐5.9%‐0.6% 6.1%13,508,70713,911,108‐2.9%Misc. Vehicle SalesBldg.Matls‐Whsle Auto Sales ‐ NewBldg.Matls‐RetailSAN JACINTO‐1.2% 4.5% 8.9%‐8.9% 22.0% 65.6%647,925615,9685.2%Service StationsHeavy IndustryLight IndustryFurniture/ApplianceTEMECULA‐37.1% 0.7% 8.4%‐26.3% 116.7% 9.7%7,968,6758,244,445‐3.3%Light IndustryAuto Sales ‐ NewMiscellaneous RetailBldg.Matls‐RetailWILDOMAR‐9.6% 2.0% 9.6% 48.3%‐18.8%‐23.5%389,489376,7943.4%Service StationsBldg.Matls‐Retail Miscellaneous RetailOffice EquipmentRIVERSIDE COUNTY0.8% 1.5% 3.9% 4.8% 8.1% 7.2%6,404,6576,231,7382.8%Light IndustryService StationsBusiness ServicesFood MarketsATTACHMENT 3Non‐ConfidentialMuniServices16
AGENDA ITEM 7C
Agenda Item 7C
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE: November 27, 2017
TO: Budget and Implementation Committee
FROM: Megan Kavand, Senior Financial Analyst
Michele Cisneros, Deputy Finance Director
THROUGH: Theresia Trevino, Chief Financial Officer
SUBJECT: Quarterly Investment Report
STAFF RECOMMENDATION:
This item is for the Commission to:
1) Receive and file the Quarterly Investment Report for the quarter ended
September 30, 2017; and
2) Forward to the Commission for final action.
BACKGROUND INFORMATION:
For many years and as a result of a low interest rate environment, the Commission’s quarterly
investment reports reflected investments primarily concentrated in the Riverside County Pooled
Investment Fund (RCPIF). Other investments included the state Local Agency Investment Fund
and mutual funds. As a result of significant project financings such as the State Route 91 Corridor
Improvement Project (91 Project or 91 CIP) and the Interstate 15 Express Lanes Project (I-15 ELP),
the Commission determined it would be prudent to engage an investment manager for the bond
proceeds and other required funds. Additionally, the Commission desired to engage an
investment manager to provide investment advisory and management services related to the
Commission’s operating funds.
In May 2013, following a competitive procurement, the Commission awarded two investment
management services agreements to Logan Circle Partners, L.P. (Logan) for the 91 Project’s
proceeds generated from the issuance of sales tax revenue bonds and toll revenue bonds and to
Payden & Rygel Investment Management (Payden & Rygel) for Commission operating funds. At
its April 2017 meeting and based on a competitive procurement, the Commission awarded an
investment management services agreement to Logan related to the issuance of the sales tax
revenue bonds for the I-15 ELP.
Logan invested the 91 Project debt proceeds during the first quarter of Fiscal Year 2013/14 in the
Short-Term Actively Managed Program (STAMP). Since June 2015, the Commission funded its
annual 91 Project equity contributions approximating $97.3 million; the funds were invested by
Logan in a separate STAMP account. As of June 30, 2017, the 91 Project bond proceeds in the
17
Agenda Item 7C
STAMP Portfolio Toll Revenue Project Senior Lien Fund and Toll Revenue Project Sales Tax
Revenue Fund were fully expended, consistent with financing expectations.
Payden & Rygel was authorized to make specific investments for the Commission’s operating
funds beginning with the third quarter of FY 2014/15.
In July 2017, the I-15 ELP project and 91 Project completion financing (2017 Financing) was
completed and sales tax bond proceeds approximating $154.6 million were received. Logan
invested the 2017 Financing debt proceeds in a separate STAMP portfolio during the first quarter
of FY 2017/18.
The quarterly investment report for the first quarter of FY 2017/18, as required by state law and
Commission policy, reflects the investment activities resulting from the 91 Project, 2017
Financing, and available operating cash. The quarterly investment report includes the following
information:
• Investment Portfolio Report;
• 91 CIP STAMP Portfolio by Investment Category;
• 91 CIP STAMP Portfolio by Account;
• 91 CIP STAMP Portfolio Transaction Report by Account;
• 91 CIP STAMP Portfolio Summary of investments by credit rating, industry group, asset
class, security type, and market sector;
• 91 CIP STAMP Portfolio Toll Revenue Series A & Series B Reserve Fund Summary of
investments by credit rating, industry group, asset class, security type, and market sector;
• 91 CIP STAMP Portfolio Toll Revenue Project Capitalized Interest Fund Summary of
investments by credit rating, industry group, asset class, security type, and market sector;
• 91 CIP STAMP Portfolio Sales Tax Revenue Capitalized Interest Fund Summary of
investment by credit rating, industry group, asset class, security type, and market sector;
• 91 CIP STAMP Portfolio Sales Tax Equity Fund Summary of investment by credit rating,
industry group, asset class, security type, and market sector;
• 2017 Financing STAMP Portfolio by Investment Category;
• 2017 Financing STAMP Portfolio by Account;
• 2017 Financing STAMP Portfolio Transaction Report by Account;
• 2017 Financing STAMP Portfolio Summary of investments by credit rating, industry group,
asset class, security type, and market sector;
• 2017 Financing STAMP Portfolio Sales Tax Revenue Fund Summary of investment by
credit rating, industry group, asset class, security type, and market sector;
• 2017 FinancingSTAMP Portfolio I-15 ELP Sales Tax Senior Lien TIFIA Project Fund Summary
of investment by credit rating, industry group, asset class, security type, and market
sector;
• Logan Circle Partners, L.P. Short Duration Third Quarter 2017 Review;
• Payden & Rygel Operating Portfolio by Investment Category;
• Payden & Rygel Operating Portfolio Transaction Report;
18
Agenda Item 7C
• Payden & Rygel Operating Portfolio Third Quarter 2017 Review; and
• County of Riverside Investment Report for the Quarter Ended September 30, 2017.
The Commission’s investments were in full compliance with the Commission’s investment policy
adopted on April 13, 2016, and investments securities permitted under the indenture for the
Commission’s sales tax revenue bonds and the master indenture for the Commission’s toll
revenue bonds. Additionally, the Commission has adequate cash flows for the next six months.
Attachments:
1) Investment Portfolio Report
2) 91 CIP STAMP Portfolio by Investment Category
3) 91 CIP STAMP Portfolio by Account
4) 91 CIP STAMP Portfolio Transaction Report by Account
5) 91 CIP STAMP Portfolio Summary of Investments
6) 91 CIP STAMP Portfolio Toll Revenue Series A & Series B Reserve Fund Summary of
Investments
7) 91 CIP STAMP Portfolio Toll Revenue Project Capitalized Interest Fund Summary of
Investments
8) 91 CIP STAMP Portfolio Sales Tax Revenue Capitalized Interest Fund Summary of
Investments
9) 91 CIP STAMP Portfolio Sales Tax Equity Fund Summary of Investments
10) 2017 Financing STAMP Portfolio by Investment Category
11) 2017 Financing STAMP Portfolio by Account
12) 2017 Financing STAMP Portfolio Transaction Report by Account
13) 2017 Financing STAMP Portfolio Summary of Investments
14) 2017 Financing STAMP Portfolio Sales Tax Revenue Fund Summary of Investments
15) 2017 FinancingSTAMP Portfolio I-15 ELP Sales Tax Senior Lien TIFIA Project Fund Summary
of Investments
16) Payden & Rygel Operating Portfolio by Investment Category
17) Payden & Rygel Operating Portfolio Transaction Report
18) Logan Circle Partners, L.P. Short Duration Quarterly Review
19) Payden & Rygel Operating Portfolio Quarterly Review
20) County of Riverside Investment Report
19
Riverside County Transportation Commission
Investment Portfolio Report
Period Ended: September 30, 2017
FAIR VALUE
RATING
MOODYS/FITCH/S&P
COUPON
RATE
PAR
VALUE
PURCHASE
DATE
MATURITY
DATE
YIELD TO
MATURITY
PURCHASE
COST
MARKET
VALUE
UNREALIZED
GAIN (LOSS)
OPERATING FUNDS
City National Bank Deposits 20,682,701 A3/BBB+N/A N/A
County Treasurer's Pooled Investment Fund 443,709,622 Aaa-bf/AAA/V1 N/A 1.22%
Local Agency Investment Fund (LAIF)3,681,424 Not Rated N/A N/A
Subtotal Operating Funds 468,073,747
FUNDS HELD IN TRUST
County Treasurer's Pooled Investment Fund:
Local Transportation Fund 87,611,664 Aaa-bf/AAA/V1 N/A 1.22%
Subtotal Funds Held in Trust 87,611,664
COMMISSION MANAGED PORTFOLIO
US Bank Payden & Rygel Operating 50,972,053
First American Government Obligation Fund 16,207,622 Aaa-mf/-/AAAm N/A N/A
2017 Financing Cost of Issuance Fund US Bank Money Market 945,532
Subtotal Commission Managed Portfolio 68,125,207
STAMP PORTFOLIO for 91 CIP
Toll Revenue Project Senior Lien Fund 1,127,684
Toll Revenue Project Sales Tax Revenue Fund -
Series A & Series B Reserve Fund 17,886,546
Toll Revenue Project Capitalized Interest Fund 3,588,668
Sales Tax Revenue Capitalized Interest Fund 12,740,327
Sales Tax Revenue Equity Fund 37,478,919
Subtotal STAMP Portfolio - 91 CIP 72,822,143
STAMP PORTFOLIO for 2017 Financing
Sales Tax I15 ELP Project Revenue Fund 98,450,660
Sales Tax Revenue Fund 56,001,386
Subtotal STAMP Portfolio - 2017 Financing 154,452,046
TOTAL All Cash and Investments 851,084,807$
See attached report for details
See attached report for details
See attached report for details
See attached report for details
See attached report for details
See attached report for details
See attached report for details
See attached report for details
See attached report for details
2.10%1.92%4.40%
11.57%
6.58%8.00%10.29%
55.00%
$-
$50,000,000
$100,000,000
$150,000,000
$200,000,000
$250,000,000
$300,000,000
$350,000,000
$400,000,000
$450,000,000
$500,000,000
STAMP Portfolio for 91 CIP Reserve
STAMP Portfolio for 91 CIP Project Fund
STAMP Portfolio for 91 CIP Capitalized Interest
STAMP Portfolio for 91 CIP Equity
STAMP Portfolio for Sales Tax I15 ELP Project
Revenue Fund
STAMP Portfolio for Sales Tax Revenue Fund
Commission Managed Portfolio
Trust Funds
Operating Funds
Nature of Investments
1.90% Mutual
Funds
64.86% County
Pool/Cash
0.43% LAIF
32.57% Fixed
Income
0.23% Money
Market Funds
ATTACHMENT 1
20
Page 2 of 36
Source
Account Account Identifier
Security Type
Category Issuer
Final
Maturity Trade Date Current Face Value Original Cost
Next Call
Date Base Market Value
Base Net Total
Unrealized
Gain/Loss Coupon Yield
Summarized
Credit Rating
205091001 LC-2013 A Capitalized Interest 313385NZ5 Agency FHLBanks Office of Finance 11/08/2017 09/15/2017 700,000.00 698,918.50 ---699,279.00 40.23 0.000 0.941 AAA
205091001 LC-2013 A Capitalized Interest 313385NS1 Agency FHLBanks Office of Finance 11/01/2017 09/29/2017 150,000.00 149,862.50 ---149,875.50 4.67 0.000 0.919 AAA
205091001 LC-2013 A Capitalized Interest 313385MQ6 Agency FHLBanks Office of Finance 10/06/2017 08/29/2017 1,200,000.00 1,198,821.67 ---1,199,868.00 36.40 0.000 0.574 AAA
205091001 LC-2013 A Capitalized Interest 313385NQ5 Agency FHLBanks Office of Finance 10/30/2017 09/20/2017 150,000.00 149,832.63 ---149,884.50 8.97 0.000 0.907 AAA
205091001 LC-2013 A Capitalized Interest 313385PE0 Agency FHLBanks Office of Finance 11/13/2017 09/15/2017 700,000.00 698,812.63 ---699,181.00 46.57 0.000 0.950 AAA
256350022 LC-Sr Lien Ob Fund-1 Interest 313385NZ5 Agency FHLBanks Office of Finance 11/08/2017 09/15/2017 200,000.00 199,691.00 ---199,794.00 11.49 0.000 0.941 AAA
256350022 LC-Sr Lien Ob Fund-1 Interest 313385NS1 Agency FHLBanks Office of Finance 11/01/2017 09/29/2017 225,000.00 224,793.75 ---224,813.25 7.01 0.000 0.919 AAA
256350022 LC-Sr Lien Ob Fund-1 Interest 313385MQ6 Agency FHLBanks Office of Finance 10/06/2017 08/29/2017 365,000.00 364,641.59 ---364,959.85 11.07 0.000 0.574 AAA
256350022 LC-Sr Lien Ob Fund-1 Interest 313385MV5 Agency FHLBanks Office of Finance 10/11/2017 08/29/2017 300,000.00 299,651.50 ---299,925.00 10.04 0.000 0.761 AAA
256350022 LC-Sr Lien Ob Fund-1 Interest 313313NQ7 Agency Farm Credit Banks Consolidated Systemwide Bonds and D 10/30/2017 09/20/2017 200,000.00 199,776.83 ---199,846.00 11.97 0.000 0.907 AAA
256350022 LC-Sr Lien Ob Fund-1 Interest 313385NQ5 Agency FHLBanks Office of Finance 10/30/2017 09/20/2017 200,000.00 199,776.83 ---199,846.00 11.97 0.000 0.907 AAA
256350022 LC-Sr Lien Ob Fund-1 Interest 313385PE0 Agency FHLBanks Office of Finance 11/13/2017 09/15/2017 200,000.00 199,660.75 ---199,766.00 13.31 0.000 0.950 AAA
256350022 LC-Sr Lien Ob Fund-1 Interest 313385NU6 Agency FHLBanks Office of Finance 11/03/2017 09/20/2017 200,000.00 199,753.94 ---199,822.00 10.86 0.000 0.929 AAA
256350023 LC-Sr Lien Reserve Fund-1 3135G0D75 Agency Federal National Mortgage Association 06/22/2020 05/06/2015 600,000.00 593,490.00 ---598,320.00 1,852.35 1.500 1.605 AAA
256350005 LC-Project Fund-Toll 2 313313NU8 Agency Farm Credit Banks Consolidated Systemwide Bonds and D 11/03/2017 09/29/2017 450,000.00 449,553.75 ---449,599.50 20.26 0.000 0.929 AAA
256350005 LC-Project Fund-Toll 2 313397MW8 Agency Federal Home Loan Mortgage Corp 10/12/2017 09/29/2017 650,000.00 649,764.81 ---649,824.50 23.51 0.000 0.758 AAA
256350023 LC-Sr Lien Reserve Fund-1 3137EADB2 Agency Federal Home Loan Mortgage Corp 01/13/2022 ---950,000.00 942,921.50 ---966,853.00 17,205.16 2.375 1.942 AAA
256350023 LC-Sr Lien Reserve Fund-1 3137EADR7 Agency Federal Home Loan Mortgage Corp 05/01/2020 05/15/2015 475,000.00 471,527.75 ---472,406.50 (749.86)1.375 1.591 AAA
256350023 LC-Sr Lien Reserve Fund-1 3136A72D3 Agency CMO Federal National Mortgage Association 04/25/2022 07/03/2013 363,443.25 345,271.09 ---366,863.25 13,849.94 2.482 2.218 AAA
205091001 LC-2013 A Capitalized Interest 31392HWL3 Agency CMO Federal National Mortgage Association 02/25/2018 07/12/2013 2,208.59 2,331.44 ---2,213.16 (4.26)5.000 1.942 AAA
205091001 LC-2013 A Capitalized Interest 31392F6C6 Agency CMO Federal National Mortgage Association 12/25/2017 07/09/2013 4,678.33 4,962.69 ---4,682.12 (7.58)5.000 0.872 AAA
205091001 LC-2013 A Capitalized Interest 31393EXC8 Agency CMO Federal National Mortgage Association 09/25/2018 07/24/2013 44,854.98 47,420.12 ---45,071.18 (242.19)4.500 2.454 AAA
205091001 LC-2013 A Capitalized Interest 31392FPP6 Agency CMO Federal National Mortgage Association 11/25/2017 07/15/2013 957.46 1,014.01 ---956.48 (0.98)5.000 1.804 AAA
205091001 LC-2013 A Capitalized Interest 31393V2T7 Agency CMO Federal Home Loan Mortgage Corp 06/15/2018 07/08/2013 81,458.38 86,154.96 ---81,801.32 (352.66)4.500 2.468 AAA
256350022 LC-Sr Lien Ob Fund-1 Interest 31393EXC8 Agency CMO Federal National Mortgage Association 09/25/2018 07/24/2013 4,983.89 5,268.90 ---5,007.91 (26.91)4.500 2.454 AAA
256350022 LC-Sr Lien Ob Fund-1 Interest 3137ASNH3 Agency CMO Federal Home Loan Mortgage Corp 09/25/2021 08/15/2013 242,593.48 236,225.40 ---240,623.62 1,161.06 1.459 1.865 AAA
256350022 LC-Sr Lien Ob Fund-1 Interest 31393V2T7 Agency CMO Federal Home Loan Mortgage Corp 06/15/2018 07/08/2013 24,740.99 26,167.46 ---24,845.15 (107.11)4.500 2.468 AAA
256350023 LC-Sr Lien Reserve Fund-1 3137AJMF8 Agency CMO Federal Home Loan Mortgage Corp 10/25/2021 08/05/2015 30,000.00 31,038.28 ---30,869.10 208.18 2.968 2.138 AAA
256350023 LC-Sr Lien Reserve Fund-1 3137ASNH3 Agency CMO Federal Home Loan Mortgage Corp 09/25/2021 07/03/2013 242,593.48 237,068.79 ---240,623.62 714.02 1.459 1.865 AAA
256350023 LC-Sr Lien Reserve Fund-1 3137ATRW4 Agency CMO Federal Home Loan Mortgage Corp 05/25/2022 12/21/2016 125,000.00 124,804.69 ---125,901.25 1,099.54 2.373 2.178 AAA
256350023 LC-Sr Lien Reserve Fund-1 3137AUPE3 Agency CMO Federal Home Loan Mortgage Corp 06/25/2022 ---379,000.00 366,344.03 ---381,069.34 8,757.05 2.396 2.245 AAA
256350005 LC-Project Fund-Toll 2 3137A85H7 Agency CMO Federal Home Loan Mortgage Corp 12/15/2039 07/13/2015 88,732.63 92,503.76 ---91,522.38 (437.62)3.500 2.171 AAA
256350005 LC-Project Fund-Toll 2 3137A1LC5 Agency CMO Federal Home Loan Mortgage Corp 08/15/2020 08/31/2015 38,357.99 38,969.32 ---38,414.76 (261.50)2.000 1.766 AAA
256350023 LC-Sr Lien Reserve Fund-1 31392JJ83 Agency CMO Federal National Mortgage Association 03/25/2018 07/08/2013 1,778.64 1,876.47 ---1,783.28 (3.75)5.000 2.097 AAA
256350023 LC-Sr Lien Reserve Fund-1 31395EZP5 Agency CMO Federal Home Loan Mortgage Corp 08/15/2019 07/09/2013 24,885.78 26,328.38 ---25,162.26 (105.06)4.500 2.461 AAA
256350023 LC-Sr Lien Reserve Fund-1 38376GB33 Agency CMO The Government National Mortgage Association Guarante 10/16/2044 01/23/2015 241,196.68 247,580.02 ---243,521.82 (3,024.66)3.500 2.004 AAA
256350023 LC-Sr Lien Reserve Fund-1 38376T5Z1 Agency CMO The Government National Mortgage Association Guarante 01/16/2039 01/26/2015 108,650.33 113,512.43 ---110,995.00 (1,548.87)3.000 2.238 AAA
256350023 LC-Sr Lien Reserve Fund-1 38376WA62 Agency CMO The Government National Mortgage Association Guarante 10/20/2039 01/21/2015 61,619.37 64,693.50 ---65,156.33 46.70 4.000 1.739 AAA
256350023 LC-Sr Lien Reserve Fund-1 38377JZ89 Agency CMO The Government National Mortgage Association Guarante 10/20/2039 07/05/2013 75,981.58 78,305.54 ---78,344.60 735.92 3.500 2.005 AAA
256350023 LC-Sr Lien Reserve Fund-1 38377RSZ9 Agency CMO The Government National Mortgage Association Guarante 06/16/2039 01/21/2015 24,848.54 26,334.71 ---25,652.39 (150.47)4.500 1.499 AAA
256350023 LC-Sr Lien Reserve Fund-1 38377RVK8 Agency CMO The Government National Mortgage Association Guarante 04/20/2039 ---124,104.97 127,605.12 ---126,569.70 (9.20)3.000 2.193 AAA
256350023 LC-Sr Lien Reserve Fund-1 38378B7F0 Agency CMO Government National Mortgage Association 12/16/2042 ---450,000.00 427,324.22 ---434,403.00 5,481.51 2.273 3.017 AAA
256350023 LC-Sr Lien Reserve Fund-1 38378CRT6 Agency CMO The Government National Mortgage Association Guarante 10/20/2040 05/22/2014 69,929.12 67,525.30 ---69,394.86 1,425.48 2.000 2.248 AAA
256350023 LC-Sr Lien Reserve Fund-1 38378TAF7 Agency CMO The Government National Mortgage Association Guarante 07/20/2041 07/05/2013 167,419.58 167,444.82 ---169,329.84 2,040.19 2.500 2.106 AAA
256350023 LC-Sr Lien Reserve Fund-1 38380AZ34 Agency CMO The Government National Mortgage Association Guarante 04/20/2046 11/28/2016 166,439.15 171,100.75 ---169,762.94 (1,013.10)3.000 2.647 AAA
256350023 LC-Sr Lien Reserve Fund-1 3136A4M48 Agency MBS Federal National Mortgage Association 01/25/2022 07/05/2013 263,892.55 264,634.75 ---263,523.10 (475.05)2.098 2.107 AAA
256350023 LC-Sr Lien Reserve Fund-1 3136A7MN9 Agency MBS Federal National Mortgage Association 05/25/2022 08/29/2016 300,000.00 308,578.13 ---301,050.00 (5,861.39)2.349 2.244 AAA
256350023 LC-Sr Lien Reserve Fund-1 3136AHAE0 Agency MBS Federal National Mortgage Association 04/25/2023 10/28/2016 198,253.32 202,528.16 ---199,089.95 (3,396.56)2.600 2.444 AAA
256350023 LC-Sr Lien Reserve Fund-1 3137B1U75 Agency MBS Federal Home Loan Mortgage Corp 01/25/2023 08/29/2016 380,000.00 394,917.97 ---383,446.60 (8,655.31)2.522 2.290 AAA
256350023 LC-Sr Lien Reserve Fund-1 31381PEB0 Agency MBS Federal National Mortgage Association 11/01/2020 09/26/2014 256,890.68 270,497.86 ---266,012.87 2,393.56 3.370 2.089 AAA
256350023 LC-Sr Lien Reserve Fund-1 31381Q6B7 Agency MBS Federal National Mortgage Association 06/01/2021 07/15/2016 187,892.42 208,384.44 ---200,582.67 (2,863.95)4.295 2.258 AAA
256350023 LC-Sr Lien Reserve Fund-1 31381T4E7 Agency MBS Federal National Mortgage Association 03/01/2022 10/25/2016 269,522.42 281,598.30 ---274,788.89 (4,761.54)2.670 2.152 AAA
256350023 LC-Sr Lien Reserve Fund-1 31385XBG1 Agency MBS Federal National Mortgage Association 03/01/2018 09/13/2013 11.70 12.46 ---11.70 (0.03)6.000 2.226 AAA
256350023 LC-Sr Lien Reserve Fund-1 3138EJPZ5 Agency MBS Federal National Mortgage Association 07/01/2022 08/29/2016 308,858.69 328,053.77 ---316,209.53 (8,839.77)2.973 2.279 AAA
256350023 LC-Sr Lien Reserve Fund-1 3138EKXL4 Agency MBS Federal National Mortgage Association 03/01/2023 12/21/2016 275,745.71 272,643.57 ---278,453.53 5,671.94 2.356 2.093 AAA
256350023 LC-Sr Lien Reserve Fund-1 3138L33G8 Agency MBS Federal National Mortgage Association 06/01/2020 11/12/2015 100,000.00 99,875.00 ---100,171.00 334.03 2.010 1.903 AAA
256350023 LC-Sr Lien Reserve Fund-1 3138L76A9 Agency MBS Federal National Mortgage Association 11/01/2021 10/04/2016 125,000.00 129,511.72 ---126,635.00 (1,932.91)2.590 2.211 AAA
205091001 LC-2013 A Capitalized Interest 3128MBTH0 Agency MBS Federal Home Loan Mortgage Corp 03/01/2019 07/26/2013 17,915.51 18,990.44 ---18,366.62 223.47 5.000 -1.829 AAA
205091001 LC-2013 A Capitalized Interest 31402RBG3 Agency MBS Federal National Mortgage Association 09/01/2019 ---21,208.44 22,746.99 ---21,676.51 (188.03)6.000 2.262 AAA
205091001 LC-2013 A Capitalized Interest 31402QT68 Agency MBS Federal National Mortgage Association 10/01/2019 07/11/2013 43,250.50 46,724.06 ---44,296.30 (359.56)6.000 2.140 AAA
205091001 LC-2013 A Capitalized Interest 31410GSQ7 Agency MBS Federal National Mortgage Association 12/01/2017 07/05/2013 535.28 574.75 ---535.40 (1.56)6.000 2.267 AAA
205091001 LC-2013 A Capitalized Interest 3128H4NR6 Agency MBS Federal Home Loan Mortgage Corp 05/01/2018 07/16/2013 7,726.89 8,185.67 ---7,921.45 133.45 5.000 -5.915 AAA
205091001 LC-2013 A Capitalized Interest 3128PHVS7 Agency MBS Federal Home Loan Mortgage Corp 11/01/2019 07/16/2013 3,725.83 3,926.09 ---3,819.65 57.88 5.000 -4.470 AAA
205091001 LC-2013 A Capitalized Interest 36200AFG9 Agency MBS Government National Mortgage Association 11/15/2017 07/09/2013 367.57 391.69 ---367.79 0.22 5.500 2.295 AAA
205091001 LC-2013 A Capitalized Interest 31401MWC1 Agency MBS Federal National Mortgage Association 06/01/2018 07/12/2013 112,579.44 120,037.82 ---115,134.99 1,502.96 4.500 -2.811 AAA
205091001 LC-2013 A Capitalized Interest 3132FEAK7 Agency MBS Federal Home Loan Mortgage Corp 12/01/2017 07/03/2013 4,411.39 4,674.69 ---4,522.46 98.37 5.000 -24.627 AAA
205091001 LC-2013 A Capitalized Interest 36290WH47 Agency MBS Government National Mortgage Association 09/15/2018 07/18/2013 174,422.26 185,323.65 ---176,370.56 (410.61)4.500 1.219 AAA
256350022 LC-Sr Lien Ob Fund-1 Interest 31402RBG3 Agency MBS Federal National Mortgage Association 09/01/2019 ---6,201.56 6,652.09 ---6,338.43 (55.17)6.000 2.262 AAA
256350023 LC-Sr Lien Reserve Fund-1 31417YKF3 Agency MBS Federal National Mortgage Association 01/01/2030 07/10/2013 90,718.02 95,707.51 ---97,664.30 2,046.68 4.500 2.271 AAA
256350023 LC-Sr Lien Reserve Fund-1 36202F2H8 Agency MBS Ginnie Mae II 01/20/2027 11/14/2016 196,171.41 203,589.14 ---202,980.52 (447.03)3.000 1.918 AAA
91 CIP STAMP Portfolio by Investment Category for quarter ended September 30, 2017
ATTACHMENT 2
21
Page 3 of 36
Source
Account Account Identifier
Security Type
Category Issuer
Final
Maturity Trade Date Current Face Value Original Cost
Next Call
Date Base Market Value
Base Net Total
Unrealized
Gain/Loss Coupon Yield
Summarized
Credit Rating
91 CIP STAMP Portfolio by Investment Category for quarter ended September 30, 2017
256350023 LC-Sr Lien Reserve Fund-1 38378B6A2 Agency MBS Government National Mortgage Association 11/16/2052 01/22/2015 124,637.54 120,708.53 ---119,700.65 (949.58)1.826 2.142 AAA
256350023 LC-Sr Lien Reserve Fund-1 38378KRS0 Agency MBS The Government National Mortgage Association Guarante 07/16/2043 05/08/2015 450,000.00 434,460.94 ---435,663.00 78.93 2.389 3.057 AAA
256350023 LC-Sr Lien Reserve Fund-1 38378KSL4 Agency MBS The Government National Mortgage Association Guarante 12/16/2046 ---425,000.00 415,829.11 ---407,944.75 (8,193.68)2.798 3.396 AAA
256350023 LC-Sr Lien Reserve Fund-1 38378KWU9 Agency MBS The Government National Mortgage Association Guarante 11/16/2041 ---74,966.32 73,205.90 ---71,836.48 (1,508.88)1.400 3.413 AAA
256350023 LC-Sr Lien Reserve Fund-1 38378KXW4 Agency MBS The Government National Mortgage Association Guarante 02/16/2037 12/11/2014 181,424.20 180,545.43 ---178,938.69 (1,697.58)1.705 2.502 AAA
256350023 LC-Sr Lien Reserve Fund-1 38378XP62 Agency MBS The Government National Mortgage Association Guarante 05/16/2055 05/14/2015 343,767.77 348,011.15 ---338,745.32 (8,852.29)2.500 2.817 AAA
256350023 LC-Sr Lien Reserve Fund-1 38379KDN5 Agency MBS Government National Mortgage Association 09/16/2055 08/05/2015 173,635.80 169,199.95 ---167,263.37 (2,483.43)2.108 3.253 AAA
256350005 LC-Project Fund-Toll 2 02582JGG9 Asset Backed American Express Credit Account Master Trust 10/15/2018 02/26/2016 300,000.00 300,468.75 ---301,170.00 31.15 1.654 1.285 AAA
256350005 LC-Project Fund-Toll 2 161571GQ1 Asset Backed Chase Issuance Trust 11/15/2017 10/28/2015 120,000.00 120,510.94 ---120,008.40 (22.61)1.380 1.329 AAA
256350005 LC-Project Fund-Toll 2 43814KAC5 Asset Backed Honda Auto Receivables 2015-1 Owner Trust 10/15/2018 06/02/2016 118,362.29 118,380.79 ---118,291.28 (75.54)1.050 1.352 AAA
256350005 LC-Project Fund-Toll 2 36159LCR5 Asset Backed GE Dealer Floorplan Master Not 01/22/2018 06/07/2016 110,000.00 109,759.38 ---110,118.80 36.33 1.736 1.423 AAA
256350005 LC-Project Fund-Toll 2 55315GAC2 Asset Backed MMAF Equipment Finance LLC 2015-A 10/16/2019 ---132,336.54 131,905.24 ---132,194.94 (49.89)1.390 1.671 AAA
256350005 LC-Project Fund-Toll 2 05581QAD0 Asset Backed BMW Vehicle Lease Trust 2015-2 02/20/2019 06/05/2017 43,458.88 43,465.67 ---43,460.62 (2.27)1.400 1.379 AAA
256350005 LC-Project Fund-Toll 2 58768FAB2 Asset Backed Mercedes-Benz Auto Lease Trust 2016-A 07/16/2018 06/05/2017 126,037.99 126,042.92 ---126,031.69 (8.40)1.340 1.365 AAA
256350005 LC-Project Fund-Toll 2 55315FAB6 Asset Backed Mmaf Equipment Finance Llc 2016-A 12/17/2018 05/03/2016 144,279.77 144,278.11 ---144,250.91 (28.49)1.390 1.467 AAA
256350005 LC-Project Fund-Toll 2 161571HB3 Asset Backed Chase Issuance Trust 05/15/2019 06/07/2016 500,000.00 500,878.91 ---502,595.00 503.29 1.644 1.327 AAA
256350005 LC-Project Fund-Toll 2 65478QAD0 Asset Backed Nissan Auto Lease Trust 2016-A 03/15/2019 05/17/2016 155,000.00 154,992.99 ---154,981.40 (16.50)1.490 1.516 AAA
256350005 LC-Project Fund-Toll 2 05582XAD4 Asset Backed Bmw Vehicle Lease Trust 2016-2 09/20/2019 10/04/2016 545,000.00 544,927.95 ---543,332.30 (1,632.57)1.430 1.769 AAA
256350005 LC-Project Fund-Toll 2 58768MAD3 Asset Backed Mercedes-Benz Auto Lease Trust 2016-B 06/15/2022 10/18/2016 190,000.00 189,983.00 ---189,371.10 (619.06)1.520 1.793 AAA
256350005 LC-Project Fund-Toll 2 86563YHT3 CD Sumitomo Mitsui Banking Corporation 10/17/2017 09/06/2017 700,000.00 700,130.72 ---700,070.00 18.99 1.420 1.192 AAA
256350005 LC-Project Fund-Toll 2 17305TRV6 CD Citibank, N.A.10/04/2017 09/14/2017 625,000.00 625,040.57 ---625,000.00 (6.09)1.320 1.316 AAA
256350005 LC-Project Fund-Toll 2 06538NFU6 CD The Bank of Tokyo-Mitsubishi UFJ, Ltd.10/13/2017 09/14/2017 700,000.00 700,118.99 ---700,091.00 41.76 1.540 1.162 AAA
256350005 LC-Project Fund-Toll 2 89113XFD1 CD The Toronto-Dominion Bank 10/16/2017 09/15/2017 750,000.00 750,000.00 ---750,000.00 0.00 1.180 1.179 AAA
256350005 LC-Project Fund-Toll 2 83369YTU0 CD Societe Generale 10/31/2017 09/18/2017 750,000.00 750,029.52 ---750,075.00 53.91 1.310 1.192 AAA
256350005 LC-Project Fund-Toll 2 22534HQ38 CD Credit Agricole Corporate and Investment Bank 10/18/2017 09/18/2017 500,000.00 500,000.00 ---500,000.00 0.00 1.170 1.170 AAA
256350005 LC-Project Fund-Toll 2 65602UWN4 CD The Norinchukin Bank 11/01/2017 09/29/2017 750,000.00 750,000.00 ---750,000.00 0.00 1.200 1.200 AAA
256350005 LC-Project Fund-Toll 2 05582WG99 CD BNP Paribas 11/01/2017 09/28/2017 750,000.00 750,000.00 ---750,000.00 0.00 1.150 1.150 AAA
256350005 LC-Project Fund-Toll 2 62888YAA0 CMO NCUA Guaranteed Notes Trust 2011-R1 01/08/2020 07/14/2015 146,915.71 147,627.34 ---147,350.59 74.70 1.681 0.500 AAA
256350022 LC-Sr Lien Ob Fund-1 Interest 48121CYK6 Corporate JPMorgan Chase Bank, N.A.10/01/2017 07/03/2013 300,000.00 341,424.00 ---300,000.00 0.00 6.000 5.827 A
256350022 LC-Sr Lien Ob Fund-1 Interest 05565QCC0 Corporate BP Capital Markets P.L.C.11/06/2017 07/03/2013 300,000.00 292,194.00 ---299,958.00 141.32 1.375 1.503 A
256350005 LC-Project Fund-Toll 2 48121CYK6 Corporate JPMorgan Chase Bank, N.A.10/01/2017 03/09/2016 250,000.00 265,022.50 ---250,000.00 0.00 6.000 5.827 A
256350005 LC-Project Fund-Toll 2 202795HU7 Corporate Commonwealth Edison Company 03/15/2018 08/05/2016 255,000.00 273,819.00 ---259,824.60 (579.79)5.800 1.662 A
256350005 LC-Project Fund-Toll 2 26442CAD6 Corporate Duke Energy Carolinas, LLC 04/15/2018 06/11/2015 116,000.00 127,422.52 ---117,989.40 (220.76)5.100 1.917 AA
256350005 LC-Project Fund-Toll 2 209111ET6 Corporate Consolidated Edison Company of New York, Inc.04/01/2018 06/22/2015 220,000.00 245,828.00 ---224,749.80 1.53 5.850 1.546 A
256350005 LC-Project Fund-Toll 2 89837LAA3 Corporate The Trustees of Princeton University 03/01/2019 ---255,000.00 281,113.75 ---266,255.70 (201.40)4.950 1.792 AAA
256350005 LC-Project Fund-Toll 2 31677QAV1 Corporate Fifth Third Bank 02/28/2018 06/08/2016 400,000.00 400,544.00 01/28/2018 399,812.00 (297.66)1.450 1.562 A
256350005 LC-Project Fund-Toll 2 55279HAA8 Corporate Manufacturers and Traders Trust Company 03/07/2018 06/06/2016 400,000.00 400,012.00 02/05/2018 399,928.00 (74.77)1.450 1.490 A
256350005 LC-Project Fund-Toll 2 05531FAP8 Corporate BB&T Corporation 06/15/2018 ---380,000.00 381,823.60 05/15/2018 381,789.80 1,207.02 2.180 1.456 A
256350005 LC-Project Fund-Toll 2 89352HAP4 Corporate TransCanada PipeLines Limited 01/12/2018 02/03/2016 150,000.00 146,716.50 ---150,277.50 758.58 2.094 1.493 A
256350005 LC-Project Fund-Toll 2 74256LAT6 Corporate Principal Life Global Funding II 12/01/2017 08/22/2016 360,000.00 361,533.60 ---360,262.80 60.75 1.816 1.396 A
256350005 LC-Project Fund-Toll 2 865622CB8 Corporate Sumitomo Mitsui Banking Corporation 01/18/2019 01/13/2016 250,000.00 250,000.00 ---252,365.00 2,365.00 2.244 1.551 A
256350005 LC-Project Fund-Toll 2 89114QBF4 Corporate The Toronto-Dominion Bank 01/22/2019 ---525,000.00 528,126.80 ---529,609.50 3,050.99 2.153 1.511 AA
256350005 LC-Project Fund-Toll 2 94988J5B9 Corporate Wells Fargo Bank, National Association 01/22/2018 ---500,000.00 501,314.25 ---501,045.00 788.37 2.053 1.435 AA
256350005 LC-Project Fund-Toll 2 037833BR0 Corporate Apple Inc.02/22/2019 ---450,000.00 454,432.50 ---454,900.50 2,621.57 2.134 1.386 AA
256350005 LC-Project Fund-Toll 2 94988J5E3 Corporate Wells Fargo Bank, National Association 05/24/2019 08/03/2016 255,000.00 255,731.85 ---256,966.05 1,537.67 1.917 1.471 AA
256350005 LC-Project Fund-Toll 2 17325FAD0 Corporate Citibank N.A 06/12/2020 06/06/2017 260,000.00 260,000.00 ---261,240.20 1,240.20 1.810 1.655 A
256350005 LC-Project Fund-Toll 2 87019RXG6 CP Swedbank AB 10/16/2017 09/26/2017 750,000.00 749,500.00 ---749,647.50 22.50 0.000 1.061 AAA
256350005 LC-Project Fund-Toll 2 4497W0XA1 CP ING (U.S.) Funding LLC 10/10/2017 09/25/2017 750,000.00 749,675.00 ---749,797.50 22.50 0.000 0.974 AAA
256350005 LC-Project Fund-Toll 2 5006E0X50 CP The Korea Development Bank 10/05/2017 07/07/2017 600,000.00 598,080.00 ---599,940.00 25.33 0.000 0.721 AAA
256350005 LC-Project Fund-Toll 2 00280NXH8 CP Abbey National Treasury Services PLC 10/17/2017 09/26/2017 700,000.00 699,501.83 ---699,650.00 29.56 0.000 1.062 AAA
256350005 LC-Project Fund-Toll 2 61979JX44 CP Motiva Enterprises LLC 10/04/2017 09/06/2017 750,000.00 749,125.00 ---749,947.50 41.25 0.000 0.631 AA
256350005 LC-Project Fund-Toll 2 43357LXA5 CP Hitachi Capital America Corp.10/10/2017 09/08/2017 750,000.00 748,980.00 ---749,797.50 84.38 0.000 0.974 AA
256350005 LC-Project Fund-Toll 2 23336GXA4 CP DTE Electric Company 10/10/2017 09/15/2017 750,000.00 749,343.75 ---749,797.50 33.75 0.000 0.974 AAA
256350005 LC-Project Fund-Toll 2 06366GX46 CP Bank of Montreal 10/04/2017 09/15/2017 750,000.00 749,521.04 ---749,947.50 23.13 0.000 0.631 AAA
256350005 LC-Project Fund-Toll 2 78355AXP4 CP Ryder System, Inc.10/23/2017 09/18/2017 750,000.00 749,022.50 ---749,467.50 100.00 0.000 1.115 AA
256350005 LC-Project Fund-Toll 2 92780JXB2 CP Virginia Electric and Power Company 10/11/2017 09/22/2017 750,000.00 749,563.34 ---749,775.00 47.91 0.000 0.984 AAA
256350005 LC-Project Fund-Toll 2 34108AYF8 CP Florida Power & Light Company 11/15/2017 09/26/2017 750,000.00 748,593.75 ---748,837.50 103.13 0.000 1.218 AAA
256350005 LC-Project Fund-Toll 2 26055AXP6 CP The Dow Chemical Company 10/23/2017 09/29/2017 700,000.00 699,412.00 ---699,503.00 42.00 0.000 1.115 AA
205091001 LC-2013 A Capitalized Interest 9AMMF05B2 MM Fund U.S. Bank Money Market Account Fund 09/30/2017 09/25/2017 0.00 36,680.92 ---36,680.92 0.00 0.000 0.000 NA
256350022 LC-Sr Lien Ob Fund-1 Interest 9AMMF05B2 MM Fund U.S. Bank Money Market Account Fund 09/30/2017 09/29/2017 0.00 24,812.70 ---24,812.70 0.00 0.000 0.000 NA
256350005 LC-Project Fund-Toll 2 9AMMF05B2 MM Fund U.S. Bank Money Market Account Fund 09/30/2017 09/29/2017 0.00 108,659.98 ---108,659.98 0.00 0.000 0.000 NA
256350023 LC-Sr Lien Reserve Fund-1 9AMMF05B2 MM Fund U.S. Bank Money Market Account Fund 09/30/2017 ---0.00 132,235.57 ---132,235.57 0.00 0.000 0.000 NA
205091001 LC-2013 A Capitalized Interest 64966H4E7 Muni New York, City of 10/01/2017 07/12/2013 1,170,000.00 1,238,222.70 ---1,170,128.70 128.70 3.140 1.142 AA
256350005 LC-Project Fund-Toll 2 955116AZ1 Muni West Palm Beach, City of 10/01/2017 06/09/2016 230,000.00 229,857.40 ---230,000.00 0.00 1.100 1.094 AA
256350023 LC-Sr Lien Reserve Fund-1 912828SA9 TIPS Treasury, United States Department of 01/15/2022 ---448,843.25 451,145.90 ---450,248.13 (813.80)0.125 0.052 AAA
256350005 LC-Project Fund-Toll 2 912828K33 TIPS Treasury, United States Department of 04/15/2020 06/02/2016 993,044.50 1,005,463.36 ---997,920.35 (3,277.33)0.125 -0.068 AAA
256350023 LC-Sr Lien Reserve Fund-1 912828V49 TIPS Treasury, United States Department of 01/15/2027 ---283,746.40 282,403.55 ---280,327.26 (2,129.05)0.375 0.507 AAA
256350023 LC-Sr Lien Reserve Fund-1 912828B58 US Gov Treasury, United States Department of 01/31/2021 ---1,640,000.00 1,677,556.65 ---1,662,812.40 (1,442.46)2.125 1.694 AAA
256350023 LC-Sr Lien Reserve Fund-1 912828G38 US Gov Treasury, United States Department of 11/15/2024 04/18/2017 1,350,000.00 1,369,037.11 ---1,356,642.00 (11,352.91)2.250 2.175 AAA
256350023 LC-Sr Lien Reserve Fund-1 912828L57 US Gov Treasury, United States Department of 09/30/2022 ---1,400,000.00 1,386,564.45 ---1,387,092.00 (286.47)1.750 1.944 AAA
22
Page 4 of 36
Source
Account Account Identifier
Security Type
Category Issuer
Final
Maturity Trade Date Current Face Value Original Cost
Next Call
Date Base Market Value
Base Net Total
Unrealized
Gain/Loss Coupon Yield
Summarized
Credit Rating
91 CIP STAMP Portfolio by Investment Category for quarter ended September 30, 2017
256350023 LC-Sr Lien Reserve Fund-1 912828L99 US Gov Treasury, United States Department of 10/31/2020 ---1,250,000.00 1,239,802.73 ---1,239,650.00 (1,247.46)1.375 1.651 AAA
205091001 LC-2013 A Capitalized Interest 912828PF1 US Gov Treasury, United States Department of 10/31/2017 ---1,475,000.00 1,479,622.07 ---1,475,944.00 (30.15)1.875 1.130 AAA
205091001 LC-2013 A Capitalized Interest 912828UA6 US Gov Treasury, United States Department of 11/30/2017 07/05/2013 1,750,000.00 1,700,507.81 ---1,748,652.50 544.49 0.625 1.078 AAA
205091001 LC-2013 A Capitalized Interest 912828UZ1 US Gov Treasury, United States Department of 04/30/2018 06/03/2015 2,100,000.00 2,075,554.69 ---2,092,293.00 (2,756.65)0.625 1.254 AAA
205091001 LC-2013 A Capitalized Interest 912828J84 US Gov Treasury, United States Department of 03/31/2020 06/03/2015 2,000,000.00 1,973,390.62 ---1,990,700.00 4,757.66 1.375 1.565 AAA
205091001 LC-2013 A Capitalized Interest 912828M23 US Gov Treasury, United States Department of 10/31/2017 12/28/2015 800,000.00 798,262.41 ---800,104.00 179.23 1.221 1.096 AAA
256350022 LC-Sr Lien Ob Fund-1 Interest 912828PF1 US Gov Treasury, United States Department of 10/31/2017 ---200,000.00 200,201.17 ---200,128.00 1.04 1.875 1.130 AAA
256350022 LC-Sr Lien Ob Fund-1 Interest 912828UA6 US Gov Treasury, United States Department of 11/30/2017 07/05/2013 200,000.00 194,343.75 ---199,846.00 62.23 0.625 1.078 AAA
256350022 LC-Sr Lien Ob Fund-1 Interest 912828UZ1 US Gov Treasury, United States Department of 04/30/2018 07/14/2015 200,000.00 198,187.50 ---199,266.00 (352.89)0.625 1.254 AAA
256350022 LC-Sr Lien Ob Fund-1 Interest 912828J84 US Gov Treasury, United States Department of 03/31/2020 06/17/2015 200,000.00 197,023.44 ---199,070.00 653.01 1.375 1.565 AAA
256350023 LC-Sr Lien Reserve Fund-1 912828VA5 US Gov Treasury, United States Department of 04/30/2020 02/28/2017 160,000.00 158,131.25 ---158,232.00 (238.24)1.125 1.562 AAA
256350023 LC-Sr Lien Reserve Fund-1 912828VV9 US Gov Treasury, United States Department of 08/31/2020 ---585,000.00 597,363.67 ---593,388.90 (1,245.84)2.125 1.620 AAA
256350023 LC-Sr Lien Reserve Fund-1 912828XB1 US Gov Treasury, United States Department of 05/15/2025 05/24/2016 1,200,000.00 1,228,546.88 ---1,192,224.00 (32,320.97)2.125 2.218 AAA
256350005 LC-Project Fund-Toll 2 912828QQ6 US Gov Treasury, United States Department of 05/31/2018 04/18/2017 3,235,000.00 3,281,250.39 ---3,257,871.45 (4,859.89)2.375 1.309 AAA
256350005 LC-Project Fund-Toll 2 912828UA6 US Gov Treasury, United States Department of 11/30/2017 ---3,465,000.00 3,454,861.14 ---3,462,331.95 (1,699.54)0.625 1.078 AAA
256350005 LC-Project Fund-Toll 2 912828UR9 US Gov Treasury, United States Department of 02/28/2018 ---2,750,000.00 2,747,428.71 ---2,744,857.50 (4,452.46)0.750 1.197 AAA
256350005 LC-Project Fund-Toll 2 912828VK3 US Gov Treasury, United States Department of 06/30/2018 ---2,475,000.00 2,500,920.91 ---2,476,460.25 (7,244.65)1.375 1.295 AAA
256350005 LC-Project Fund-Toll 2 912828F54 US Gov Treasury, United States Department of 10/15/2017 09/26/2017 1,000,000.00 999,921.88 ---999,940.00 0.76 0.875 1.008 AAA
71,317,215.72 71,911,030.07 71,694,460.74 (60,743.63)
23
Page 5 of 36
Source
Account Account Identifier
Security Type
Category Issuer Final Maturity Trade Date
Current Face
Value Original Cost
Next Call
Date Base Market Value
Base Net Total
Unrealized Gain/Loss Coupon Yield
Summarized
Credit Rating
205091001 LC-2013 A Capitalized Interest 313385NZ5 Agency FHLBanks Office of Finance 11/08/2017 09/15/2017 700,000.00 698,918.50 ---699,279.00 40.23 0.000 0.941 AAA
205091001 LC-2013 A Capitalized Interest 313385NS1 Agency FHLBanks Office of Finance 11/01/2017 09/29/2017 150,000.00 149,862.50 ---149,875.50 4.67 0.000 0.919 AAA
205091001 LC-2013 A Capitalized Interest 313385MQ6 Agency FHLBanks Office of Finance 10/06/2017 08/29/2017 1,200,000.00 1,198,821.67 ---1,199,868.00 36.40 0.000 0.574 AAA
205091001 LC-2013 A Capitalized Interest 313385NQ5 Agency FHLBanks Office of Finance 10/30/2017 09/20/2017 150,000.00 149,832.63 ---149,884.50 8.97 0.000 0.907 AAA
205091001 LC-2013 A Capitalized Interest 313385PE0 Agency FHLBanks Office of Finance 11/13/2017 09/15/2017 700,000.00 698,812.63 ---699,181.00 46.57 0.000 0.950 AAA
205091001 LC-2013 A Capitalized Interest 31392HWL3 Agency CMO Federal National Mortgage Association 02/25/2018 07/12/2013 2,208.59 2,331.44 ---2,213.16 (4.26) 5.000 1.942 AAA
205091001 LC-2013 A Capitalized Interest 31392F6C6 Agency CMO Federal National Mortgage Association 12/25/2017 07/09/2013 4,678.33 4,962.69 ---4,682.12 (7.58) 5.000 0.872 AAA
205091001 LC-2013 A Capitalized Interest 31393EXC8 Agency CMO Federal National Mortgage Association 09/25/2018 07/24/2013 44,854.98 47,420.12 ---45,071.18 (242.19) 4.500 2.454 AAA
205091001 LC-2013 A Capitalized Interest 31392FPP6 Agency CMO Federal National Mortgage Association 11/25/2017 07/15/2013 957.46 1,014.01 ---956.48 (0.98) 5.000 1.804 AAA
205091001 LC-2013 A Capitalized Interest 31393V2T7 Agency CMO Federal Home Loan Mortgage Corp 06/15/2018 07/08/2013 81,458.38 86,154.96 ---81,801.32 (352.66) 4.500 2.468 AAA
205091001 LC-2013 A Capitalized Interest 3128MBTH0 Agency MBS Federal Home Loan Mortgage Corp 03/01/2019 07/26/2013 17,915.51 18,990.44 ---18,366.62 223.47 5.000 -1.829 AAA
205091001 LC-2013 A Capitalized Interest 31402RBG3 Agency MBS Federal National Mortgage Association 09/01/2019 ---21,208.44 22,746.99 ---21,676.51 (188.03) 6.000 2.262 AAA
205091001 LC-2013 A Capitalized Interest 31402QT68 Agency MBS Federal National Mortgage Association 10/01/2019 07/11/2013 43,250.50 46,724.06 ---44,296.30 (359.56) 6.000 2.140 AAA
205091001 LC-2013 A Capitalized Interest 31410GSQ7 Agency MBS Federal National Mortgage Association 12/01/2017 07/05/2013 535.28 574.75 ---535.40 (1.56) 6.000 2.267 AAA
205091001 LC-2013 A Capitalized Interest 3128H4NR6 Agency MBS Federal Home Loan Mortgage Corp 05/01/2018 07/16/2013 7,726.89 8,185.67 ---7,921.45 133.45 5.000 -5.915 AAA
205091001 LC-2013 A Capitalized Interest 3128PHVS7 Agency MBS Federal Home Loan Mortgage Corp 11/01/2019 07/16/2013 3,725.83 3,926.09 ---3,819.65 57.88 5.000 -4.470 AAA
205091001 LC-2013 A Capitalized Interest 36200AFG9 Agency MBS Government National Mortgage Association 11/15/2017 07/09/2013 367.57 391.69 ---367.79 0.22 5.500 2.295 AAA
205091001 LC-2013 A Capitalized Interest 31401MWC1 Agency MBS Federal National Mortgage Association 06/01/2018 07/12/2013 112,579.44 120,037.82 ---115,134.99 1,502.96 4.500 -2.811 AAA
205091001 LC-2013 A Capitalized Interest 3132FEAK7 Agency MBS Federal Home Loan Mortgage Corp 12/01/2017 07/03/2013 4,411.39 4,674.69 ---4,522.46 98.37 5.000 -24.627 AAA
205091001 LC-2013 A Capitalized Interest 36290WH47 Agency MBS Government National Mortgage Association 09/15/2018 07/18/2013 174,422.26 185,323.65 ---176,370.56 (410.61) 4.500 1.219 AAA
205091001 LC-2013 A Capitalized Interest 9AMMF05B2 MM Fund U.S. Bank Money Market Account Fund 09/30/2017 09/25/2017 0.00 36,680.92 ---36,680.92 - 0.000 0.000 NA
205091001 LC-2013 A Capitalized Interest 64966H4E7 Muni New York, City of 10/01/2017 07/12/2013 1,170,000.00 1,238,222.70 ---1,170,128.70 128.70 3.140 1.142 AA
205091001 LC-2013 A Capitalized Interest 912828PF1 US Gov Treasury, United States Department of 10/31/2017 ---1,475,000.00 1,479,622.07 ---1,475,944.00 (30.15) 1.875 1.130 AAA
205091001 LC-2013 A Capitalized Interest 912828UA6 US Gov Treasury, United States Department of 11/30/2017 07/05/2013 1,750,000.00 1,700,507.81 ---1,748,652.50 544.49 0.625 1.078 AAA
205091001 LC-2013 A Capitalized Interest 912828UZ1 US Gov Treasury, United States Department of 04/30/2018 06/03/2015 2,100,000.00 2,075,554.69 ---2,092,293.00 (2,756.65) 0.625 1.254 AAA
205091001 LC-2013 A Capitalized Interest 912828J84 US Gov Treasury, United States Department of 03/31/2020 06/03/2015 2,000,000.00 1,973,390.62 ---1,990,700.00 4,757.66 1.375 1.565 AAA
205091001 LC-2013 A Capitalized Interest 912828M23 US Gov Treasury, United States Department of 10/31/2017 12/28/2015 800,000.00 798,262.41 ---800,104.00 179.23 1.221 1.096 AAA
12,740,327.10
256350005 LC-Project Fund-Toll 2 313313NU8 Agency Farm Credit Banks Consolidated Systemwide Bonds and Discount Notes 11/03/2017 09/29/2017 450,000.00 449,553.75 ---449,599.50 20.26 0.000 0.929 AAA
256350005 LC-Project Fund-Toll 2 313397MW8 Agency Federal Home Loan Mortgage Corp 10/12/2017 09/29/2017 650,000.00 649,764.81 ---649,824.50 23.51 0.000 0.758 AAA
256350005 LC-Project Fund-Toll 2 3137A85H7 Agency CMO Federal Home Loan Mortgage Corp 12/15/2039 07/13/2015 88,732.63 92,503.76 ---91,522.38 (437.62) 3.500 2.171 AAA
256350005 LC-Project Fund-Toll 2 3137A1LC5 Agency CMO Federal Home Loan Mortgage Corp 08/15/2020 08/31/2015 38,357.99 38,969.32 ---38,414.76 (261.50) 2.000 1.766 AAA
256350005 LC-Project Fund-Toll 2 02582JGG9 Asset Backed American Express Credit Account Master Trust 10/15/2018 02/26/2016 300,000.00 300,468.75 ---301,170.00 31.15 1.654 1.285 AAA
256350005 LC-Project Fund-Toll 2 161571GQ1 Asset Backed Chase Issuance Trust 11/15/2017 10/28/2015 120,000.00 120,510.94 ---120,008.40 (22.61) 1.380 1.329 AAA
256350005 LC-Project Fund-Toll 2 43814KAC5 Asset Backed Honda Auto Receivables 2015-1 Owner Trust 10/15/2018 06/02/2016 118,362.29 118,380.79 ---118,291.28 (75.54) 1.050 1.352 AAA
256350005 LC-Project Fund-Toll 2 36159LCR5 Asset Backed GE Dealer Floorplan Master Not 01/22/2018 06/07/2016 110,000.00 109,759.38 ---110,118.80 36.33 1.736 1.423 AAA
256350005 LC-Project Fund-Toll 2 55315GAC2 Asset Backed MMAF Equipment Finance LLC 2015-A 10/16/2019 ---132,336.54 131,905.24 ---132,194.94 (49.89) 1.390 1.671 AAA
256350005 LC-Project Fund-Toll 2 05581QAD0 Asset Backed BMW Vehicle Lease Trust 2015-2 02/20/2019 06/05/2017 43,458.88 43,465.67 ---43,460.62 (2.27) 1.400 1.379 AAA
256350005 LC-Project Fund-Toll 2 58768FAB2 Asset Backed Mercedes-Benz Auto Lease Trust 2016-A 07/16/2018 06/05/2017 126,037.99 126,042.92 ---126,031.69 (8.40) 1.340 1.365 AAA
256350005 LC-Project Fund-Toll 2 55315FAB6 Asset Backed Mmaf Equipment Finance Llc 2016-A 12/17/2018 05/03/2016 144,279.77 144,278.11 ---144,250.91 (28.49) 1.390 1.467 AAA
256350005 LC-Project Fund-Toll 2 161571HB3 Asset Backed Chase Issuance Trust 05/15/2019 06/07/2016 500,000.00 500,878.91 ---502,595.00 503.29 1.644 1.327 AAA
256350005 LC-Project Fund-Toll 2 65478QAD0 Asset Backed Nissan Auto Lease Trust 2016-A 03/15/2019 05/17/2016 155,000.00 154,992.99 ---154,981.40 (16.50) 1.490 1.516 AAA
256350005 LC-Project Fund-Toll 2 05582XAD4 Asset Backed Bmw Vehicle Lease Trust 2016-2 09/20/2019 10/04/2016 545,000.00 544,927.95 ---543,332.30 (1,632.57) 1.430 1.769 AAA
256350005 LC-Project Fund-Toll 2 58768MAD3 Asset Backed Mercedes-Benz Auto Lease Trust 2016-B 06/15/2022 10/18/2016 190,000.00 189,983.00 ---189,371.10 (619.06) 1.520 1.793 AAA
256350005 LC-Project Fund-Toll 2 86563YHT3 CD Sumitomo Mitsui Banking Corporation 10/17/2017 09/06/2017 700,000.00 700,130.72 ---700,070.00 18.99 1.420 1.192 AAA
256350005 LC-Project Fund-Toll 2 17305TRV6 CD Citibank, N.A.10/04/2017 09/14/2017 625,000.00 625,040.57 ---625,000.00 (6.09) 1.320 1.316 AAA
256350005 LC-Project Fund-Toll 2 06538NFU6 CD The Bank of Tokyo-Mitsubishi UFJ, Ltd.10/13/2017 09/14/2017 700,000.00 700,118.99 ---700,091.00 41.76 1.540 1.162 AAA
256350005 LC-Project Fund-Toll 2 89113XFD1 CD The Toronto-Dominion Bank 10/16/2017 09/15/2017 750,000.00 750,000.00 ---750,000.00 - 1.180 1.179 AAA
256350005 LC-Project Fund-Toll 2 83369YTU0 CD Societe Generale 10/31/2017 09/18/2017 750,000.00 750,029.52 ---750,075.00 53.91 1.310 1.192 AAA
256350005 LC-Project Fund-Toll 2 22534HQ38 CD Credit Agricole Corporate and Investment Bank 10/18/2017 09/18/2017 500,000.00 500,000.00 ---500,000.00 - 1.170 1.170 AAA
256350005 LC-Project Fund-Toll 2 65602UWN4 CD The Norinchukin Bank 11/01/2017 09/29/2017 750,000.00 750,000.00 ---750,000.00 - 1.200 1.200 AAA
256350005 LC-Project Fund-Toll 2 05582WG99 CD BNP Paribas 11/01/2017 09/28/2017 750,000.00 750,000.00 ---750,000.00 - 1.150 1.150 AAA
256350005 LC-Project Fund-Toll 2 62888YAA0 CMO NCUA Guaranteed Notes Trust 2011-R1 01/08/2020 07/14/2015 146,915.71 147,627.34 ---147,350.59 74.70 1.681 0.500 AAA
256350005 LC-Project Fund-Toll 2 48121CYK6 Corporate JPMorgan Chase Bank, N.A.10/01/2017 03/09/2016 250,000.00 265,022.50 ---250,000.00 - 6.000 5.827 A
256350005 LC-Project Fund-Toll 2 202795HU7 Corporate Commonwealth Edison Company 03/15/2018 08/05/2016 255,000.00 273,819.00 ---259,824.60 (579.79) 5.800 1.662 A
256350005 LC-Project Fund-Toll 2 26442CAD6 Corporate Duke Energy Carolinas, LLC 04/15/2018 06/11/2015 116,000.00 127,422.52 ---117,989.40 (220.76) 5.100 1.917 AA
256350005 LC-Project Fund-Toll 2 209111ET6 Corporate Consolidated Edison Company of New York, Inc.04/01/2018 06/22/2015 220,000.00 245,828.00 ---224,749.80 1.53 5.850 1.546 A
256350005 LC-Project Fund-Toll 2 89837LAA3 Corporate The Trustees of Princeton University 03/01/2019 ---255,000.00 281,113.75 ---266,255.70 (201.40) 4.950 1.792 AAA
256350005 LC-Project Fund-Toll 2 31677QAV1 Corporate Fifth Third Bank 02/28/2018 06/08/2016 400,000.00 400,544.00 01/28/2018 399,812.00 (297.66) 1.450 1.562 A
256350005 LC-Project Fund-Toll 2 55279HAA8 Corporate Manufacturers and Traders Trust Company 03/07/2018 06/06/2016 400,000.00 400,012.00 02/05/2018 399,928.00 (74.77) 1.450 1.490 A
256350005 LC-Project Fund-Toll 2 05531FAP8 Corporate BB&T Corporation 06/15/2018 ---380,000.00 381,823.60 05/15/2018 381,789.80 1,207.02 2.180 1.456 A
256350005 LC-Project Fund-Toll 2 89352HAP4 Corporate TransCanada PipeLines Limited 01/12/2018 02/03/2016 150,000.00 146,716.50 ---150,277.50 758.58 2.094 1.493 A
256350005 LC-Project Fund-Toll 2 74256LAT6 Corporate Principal Life Global Funding II 12/01/2017 08/22/2016 360,000.00 361,533.60 ---360,262.80 60.75 1.816 1.396 A
256350005 LC-Project Fund-Toll 2 865622CB8 Corporate Sumitomo Mitsui Banking Corporation 01/18/2019 01/13/2016 250,000.00 250,000.00 ---252,365.00 2,365.00 2.244 1.551 A
256350005 LC-Project Fund-Toll 2 89114QBF4 Corporate The Toronto-Dominion Bank 01/22/2019 ---525,000.00 528,126.80 ---529,609.50 3,050.99 2.153 1.511 AA
256350005 LC-Project Fund-Toll 2 94988J5B9 Corporate Wells Fargo Bank, National Association 01/22/2018 ---500,000.00 501,314.25 ---501,045.00 788.37 2.053 1.435 AA
256350005 LC-Project Fund-Toll 2 037833BR0 Corporate Apple Inc.02/22/2019 ---450,000.00 454,432.50 ---454,900.50 2,621.57 2.134 1.386 AA
256350005 LC-Project Fund-Toll 2 94988J5E3 Corporate Wells Fargo Bank, National Association 05/24/2019 08/03/2016 255,000.00 255,731.85 ---256,966.05 1,537.67 1.917 1.471 AA
256350005 LC-Project Fund-Toll 2 17325FAD0 Corporate Citibank N.A 06/12/2020 06/06/2017 260,000.00 260,000.00 ---261,240.20 1,240.20 1.810 1.655 A
256350005 LC-Project Fund-Toll 2 87019RXG6 CP Swedbank AB 10/16/2017 09/26/2017 750,000.00 749,500.00 ---749,647.50 22.50 0.000 1.061 AAA
256350005 LC-Project Fund-Toll 2 4497W0XA1 CP ING (U.S.) Funding LLC 10/10/2017 09/25/2017 750,000.00 749,675.00 ---749,797.50 22.50 0.000 0.974 AAA
256350005 LC-Project Fund-Toll 2 5006E0X50 CP The Korea Development Bank 10/05/2017 07/07/2017 600,000.00 598,080.00 ---599,940.00 25.33 0.000 0.721 AAA
256350005 LC-Project Fund-Toll 2 00280NXH8 CP Abbey National Treasury Services PLC 10/17/2017 09/26/2017 700,000.00 699,501.83 ---699,650.00 29.56 0.000 1.062 AAA
256350005 LC-Project Fund-Toll 2 61979JX44 CP Motiva Enterprises LLC 10/04/2017 09/06/2017 750,000.00 749,125.00 ---749,947.50 41.25 0.000 0.631 AA
256350005 LC-Project Fund-Toll 2 43357LXA5 CP Hitachi Capital America Corp.10/10/2017 09/08/2017 750,000.00 748,980.00 ---749,797.50 84.38 0.000 0.974 AA
256350005 LC-Project Fund-Toll 2 23336GXA4 CP DTE Electric Company 10/10/2017 09/15/2017 750,000.00 749,343.75 ---749,797.50 33.75 0.000 0.974 AAA
256350005 LC-Project Fund-Toll 2 06366GX46 CP Bank of Montreal 10/04/2017 09/15/2017 750,000.00 749,521.04 ---749,947.50 23.13 0.000 0.631 AAA
256350005 LC-Project Fund-Toll 2 78355AXP4 CP Ryder System, Inc.10/23/2017 09/18/2017 750,000.00 749,022.50 ---749,467.50 100.00 0.000 1.115 AA
256350005 LC-Project Fund-Toll 2 92780JXB2 CP Virginia Electric and Power Company 10/11/2017 09/22/2017 750,000.00 749,563.34 ---749,775.00 47.91 0.000 0.984 AAA
256350005 LC-Project Fund-Toll 2 34108AYF8 CP Florida Power & Light Company 11/15/2017 09/26/2017 750,000.00 748,593.75 ---748,837.50 103.13 0.000 1.218 AAA
91 CIP STAMP Portfolio by Account for quarter ended September 30, 2017
ATTACHMENT 3
24
Page 6 of 36
Source
Account Account Identifier
Security Type
Category Issuer Final Maturity Trade Date
Current Face
Value Original Cost
Next Call
Date Base Market Value
Base Net Total
Unrealized Gain/Loss Coupon Yield
Summarized
Credit Rating
91 CIP STAMP Portfolio by Account for quarter ended September 30, 2017
256350005 LC-Project Fund-Toll 2 26055AXP6 CP The Dow Chemical Company 10/23/2017 09/29/2017 700,000.00 699,412.00 ---699,503.00 42.00 0.000 1.115 AA
256350005 LC-Project Fund-Toll 2 9AMMF05B2 MM Fund U.S. Bank Money Market Account Fund 09/30/2017 09/29/2017 0.00 108,659.98 ---108,659.98 - 0.000 0.000 NA
256350005 LC-Project Fund-Toll 2 955116AZ1 Muni West Palm Beach, City of 10/01/2017 06/09/2016 230,000.00 229,857.40 ---230,000.00 - 1.100 1.094 AA
256350005 LC-Project Fund-Toll 2 912828K33 TIPS Treasury, United States Department of 04/15/2020 06/02/2016 993,044.50 1,005,463.36 ---997,920.35 (3,277.33) 0.125 -0.068 AAA
256350005 LC-Project Fund-Toll 2 912828QQ6 US Gov Treasury, United States Department of 05/31/2018 04/18/2017 3,235,000.00 3,281,250.39 ---3,257,871.45 (4,859.89) 2.375 1.309 AAA
256350005 LC-Project Fund-Toll 2 912828UA6 US Gov Treasury, United States Department of 11/30/2017 ---3,465,000.00 3,454,861.14 ---3,462,331.95 (1,699.54) 0.625 1.078 AAA
256350005 LC-Project Fund-Toll 2 912828UR9 US Gov Treasury, United States Department of 02/28/2018 ---2,750,000.00 2,747,428.71 ---2,744,857.50 (4,452.46) 0.750 1.197 AAA
256350005 LC-Project Fund-Toll 2 912828VK3 US Gov Treasury, United States Department of 06/30/2018 ---2,475,000.00 2,500,920.91 ---2,476,460.25 (7,244.65) 1.375 1.295 AAA
256350005 LC-Project Fund-Toll 2 912828F54 US Gov Treasury, United States Department of 10/15/2017 09/26/2017 1,000,000.00 999,921.88 ---999,940.00 0.76 0.875 1.008 AAA
37,478,919.49
256350022 LC-Sr Lien Ob Fund-1 Interest 313385NZ5 Agency FHLBanks Office of Finance 11/08/2017 09/15/2017 200,000.00 199,691.00 ---199,794.00 11.49 0.000 0.941 AAA
256350022 LC-Sr Lien Ob Fund-1 Interest 313385NS1 Agency FHLBanks Office of Finance 11/01/2017 09/29/2017 225,000.00 224,793.75 ---224,813.25 7.01 0.000 0.919 AAA
256350022 LC-Sr Lien Ob Fund-1 Interest 313385MQ6 Agency FHLBanks Office of Finance 10/06/2017 08/29/2017 365,000.00 364,641.59 ---364,959.85 11.07 0.000 0.574 AAA
256350022 LC-Sr Lien Ob Fund-1 Interest 313385MV5 Agency FHLBanks Office of Finance 10/11/2017 08/29/2017 300,000.00 299,651.50 ---299,925.00 10.04 0.000 0.761 AAA
256350022 LC-Sr Lien Ob Fund-1 Interest 313313NQ7 Agency Farm Credit Banks Consolidated Systemwide Bonds and Discount Notes 10/30/2017 09/20/2017 200,000.00 199,776.83 ---199,846.00 11.97 0.000 0.907 AAA
256350022 LC-Sr Lien Ob Fund-1 Interest 313385NQ5 Agency FHLBanks Office of Finance 10/30/2017 09/20/2017 200,000.00 199,776.83 ---199,846.00 11.97 0.000 0.907 AAA
256350022 LC-Sr Lien Ob Fund-1 Interest 313385PE0 Agency FHLBanks Office of Finance 11/13/2017 09/15/2017 200,000.00 199,660.75 ---199,766.00 13.31 0.000 0.950 AAA
256350022 LC-Sr Lien Ob Fund-1 Interest 313385NU6 Agency FHLBanks Office of Finance 11/03/2017 09/20/2017 200,000.00 199,753.94 ---199,822.00 10.86 0.000 0.929 AAA
256350022 LC-Sr Lien Ob Fund-1 Interest 31393EXC8 Agency CMO Federal National Mortgage Association 09/25/2018 07/24/2013 4,983.89 5,268.90 ---5,007.91 (26.91) 4.500 2.454 AAA
256350022 LC-Sr Lien Ob Fund-1 Interest 3137ASNH3 Agency CMO Federal Home Loan Mortgage Corp 09/25/2021 08/15/2013 242,593.48 236,225.40 ---240,623.62 1,161.06 1.459 1.865 AAA
256350022 LC-Sr Lien Ob Fund-1 Interest 31393V2T7 Agency CMO Federal Home Loan Mortgage Corp 06/15/2018 07/08/2013 24,740.99 26,167.46 ---24,845.15 (107.11) 4.500 2.468 AAA
256350022 LC-Sr Lien Ob Fund-1 Interest 31402RBG3 Agency MBS Federal National Mortgage Association 09/01/2019 ---6,201.56 6,652.09 ---6,338.43 (55.17) 6.000 2.262 AAA
256350022 LC-Sr Lien Ob Fund-1 Interest 48121CYK6 Corporate JPMorgan Chase Bank, N.A.10/01/2017 07/03/2013 300,000.00 341,424.00 ---300,000.00 - 6.000 5.827 A
256350022 LC-Sr Lien Ob Fund-1 Interest 05565QCC0 Corporate BP Capital Markets P.L.C.11/06/2017 07/03/2013 300,000.00 292,194.00 ---299,958.00 141.32 1.375 1.503 A
256350022 LC-Sr Lien Ob Fund-1 Interest 9AMMF05B2 MM Fund U.S. Bank Money Market Account Fund 09/30/2017 09/29/2017 0.00 24,812.70 ---24,812.70 - 0.000 0.000 NA
256350022 LC-Sr Lien Ob Fund-1 Interest 912828PF1 US Gov Treasury, United States Department of 10/31/2017 ---200,000.00 200,201.17 ---200,128.00 1.04 1.875 1.130 AAA
256350022 LC-Sr Lien Ob Fund-1 Interest 912828UA6 US Gov Treasury, United States Department of 11/30/2017 07/05/2013 200,000.00 194,343.75 ---199,846.00 62.23 0.625 1.078 AAA
256350022 LC-Sr Lien Ob Fund-1 Interest 912828UZ1 US Gov Treasury, United States Department of 04/30/2018 07/14/2015 200,000.00 198,187.50 ---199,266.00 (352.89) 0.625 1.254 AAA
256350022 LC-Sr Lien Ob Fund-1 Interest 912828J84 US Gov Treasury, United States Department of 03/31/2020 06/17/2015 200,000.00 197,023.44 ---199,070.00 653.01 1.375 1.565 AAA
3,588,667.90
256350023 LC-Sr Lien Reserve Fund-1 3135G0D75 Agency Federal National Mortgage Association 06/22/2020 05/06/2015 600,000.00 593,490.00 ---598,320.00 1,852.35 1.500 1.605 AAA
256350023 LC-Sr Lien Reserve Fund-1 3137EADB2 Agency Federal Home Loan Mortgage Corp 01/13/2022 ---950,000.00 942,921.50 ---966,853.00 17,205.16 2.375 1.942 AAA
256350023 LC-Sr Lien Reserve Fund-1 3137EADR7 Agency Federal Home Loan Mortgage Corp 05/01/2020 05/15/2015 475,000.00 471,527.75 ---472,406.50 (749.86) 1.375 1.591 AAA
256350023 LC-Sr Lien Reserve Fund-1 3136A72D3 Agency CMO Federal National Mortgage Association 04/25/2022 07/03/2013 363,443.25 345,271.09 ---366,863.25 13,849.94 2.482 2.218 AAA
256350023 LC-Sr Lien Reserve Fund-1 3137AJMF8 Agency CMO Federal Home Loan Mortgage Corp 10/25/2021 08/05/2015 30,000.00 31,038.28 ---30,869.10 208.18 2.968 2.138 AAA
256350023 LC-Sr Lien Reserve Fund-1 3137ASNH3 Agency CMO Federal Home Loan Mortgage Corp 09/25/2021 07/03/2013 242,593.48 237,068.79 ---240,623.62 714.02 1.459 1.865 AAA
256350023 LC-Sr Lien Reserve Fund-1 3137ATRW4 Agency CMO Federal Home Loan Mortgage Corp 05/25/2022 12/21/2016 125,000.00 124,804.69 ---125,901.25 1,099.54 2.373 2.178 AAA
256350023 LC-Sr Lien Reserve Fund-1 3137AUPE3 Agency CMO Federal Home Loan Mortgage Corp 06/25/2022 ---379,000.00 366,344.03 ---381,069.34 8,757.05 2.396 2.245 AAA
256350023 LC-Sr Lien Reserve Fund-1 31392JJ83 Agency CMO Federal National Mortgage Association 03/25/2018 07/08/2013 1,778.64 1,876.47 ---1,783.28 (3.75) 5.000 2.097 AAA
256350023 LC-Sr Lien Reserve Fund-1 31395EZP5 Agency CMO Federal Home Loan Mortgage Corp 08/15/2019 07/09/2013 24,885.78 26,328.38 ---25,162.26 (105.06) 4.500 2.461 AAA
256350023 LC-Sr Lien Reserve Fund-1 38376GB33 Agency CMO The Government National Mortgage Association Guaranteed REMIC Pass-T 10/16/2044 01/23/2015 241,196.68 247,580.02 ---243,521.82 (3,024.66) 3.500 2.004 AAA
256350023 LC-Sr Lien Reserve Fund-1 38376T5Z1 Agency CMO The Government National Mortgage Association Guaranteed REMIC Pass-T 01/16/2039 01/26/2015 108,650.33 113,512.43 ---110,995.00 (1,548.87) 3.000 2.238 AAA
256350023 LC-Sr Lien Reserve Fund-1 38376WA62 Agency CMO The Government National Mortgage Association Guaranteed REMIC Pass-T 10/20/2039 01/21/2015 61,619.37 64,693.50 ---65,156.33 46.70 4.000 1.739 AAA
256350023 LC-Sr Lien Reserve Fund-1 38377JZ89 Agency CMO The Government National Mortgage Association Guaranteed REMIC Pass-T 10/20/2039 07/05/2013 75,981.58 78,305.54 ---78,344.60 735.92 3.500 2.005 AAA
256350023 LC-Sr Lien Reserve Fund-1 38377RSZ9 Agency CMO The Government National Mortgage Association Guaranteed REMIC Pass-T 06/16/2039 01/21/2015 24,848.54 26,334.71 ---25,652.39 (150.47) 4.500 1.499 AAA
256350023 LC-Sr Lien Reserve Fund-1 38377RVK8 Agency CMO The Government National Mortgage Association Guaranteed REMIC Pass-T 04/20/2039 ---124,104.97 127,605.12 ---126,569.70 (9.20) 3.000 2.193 AAA
256350023 LC-Sr Lien Reserve Fund-1 38378B7F0 Agency CMO Government National Mortgage Association 12/16/2042 ---450,000.00 427,324.22 ---434,403.00 5,481.51 2.273 3.017 AAA
256350023 LC-Sr Lien Reserve Fund-1 38378CRT6 Agency CMO The Government National Mortgage Association Guaranteed REMIC Pass-T 10/20/2040 05/22/2014 69,929.12 67,525.30 ---69,394.86 1,425.48 2.000 2.248 AAA
256350023 LC-Sr Lien Reserve Fund-1 38378TAF7 Agency CMO The Government National Mortgage Association Guaranteed REMIC Pass-T 07/20/2041 07/05/2013 167,419.58 167,444.82 ---169,329.84 2,040.19 2.500 2.106 AAA
256350023 LC-Sr Lien Reserve Fund-1 38380AZ34 Agency CMO The Government National Mortgage Association Guaranteed REMIC Pass-T 04/20/2046 11/28/2016 166,439.15 171,100.75 ---169,762.94 (1,013.10) 3.000 2.647 AAA
256350023 LC-Sr Lien Reserve Fund-1 3136A4M48 Agency MBS Federal National Mortgage Association 01/25/2022 07/05/2013 263,892.55 264,634.75 ---263,523.10 (475.05) 2.098 2.107 AAA
256350023 LC-Sr Lien Reserve Fund-1 3136A7MN9 Agency MBS Federal National Mortgage Association 05/25/2022 08/29/2016 300,000.00 308,578.13 ---301,050.00 (5,861.39) 2.349 2.244 AAA
256350023 LC-Sr Lien Reserve Fund-1 3136AHAE0 Agency MBS Federal National Mortgage Association 04/25/2023 10/28/2016 198,253.32 202,528.16 ---199,089.95 (3,396.56) 2.600 2.444 AAA
256350023 LC-Sr Lien Reserve Fund-1 3137B1U75 Agency MBS Federal Home Loan Mortgage Corp 01/25/2023 08/29/2016 380,000.00 394,917.97 ---383,446.60 (8,655.31) 2.522 2.290 AAA
256350023 LC-Sr Lien Reserve Fund-1 31381PEB0 Agency MBS Federal National Mortgage Association 11/01/2020 09/26/2014 256,890.68 270,497.86 ---266,012.87 2,393.56 3.370 2.089 AAA
256350023 LC-Sr Lien Reserve Fund-1 31381Q6B7 Agency MBS Federal National Mortgage Association 06/01/2021 07/15/2016 187,892.42 208,384.44 ---200,582.67 (2,863.95) 4.295 2.258 AAA
256350023 LC-Sr Lien Reserve Fund-1 31381T4E7 Agency MBS Federal National Mortgage Association 03/01/2022 10/25/2016 269,522.42 281,598.30 ---274,788.89 (4,761.54) 2.670 2.152 AAA
256350023 LC-Sr Lien Reserve Fund-1 31385XBG1 Agency MBS Federal National Mortgage Association 03/01/2018 09/13/2013 11.70 12.46 ---11.70 (0.03) 6.000 2.226 AAA
256350023 LC-Sr Lien Reserve Fund-1 3138EJPZ5 Agency MBS Federal National Mortgage Association 07/01/2022 08/29/2016 308,858.69 328,053.77 ---316,209.53 (8,839.77) 2.973 2.279 AAA
256350023 LC-Sr Lien Reserve Fund-1 3138EKXL4 Agency MBS Federal National Mortgage Association 03/01/2023 12/21/2016 275,745.71 272,643.57 ---278,453.53 5,671.94 2.356 2.093 AAA
256350023 LC-Sr Lien Reserve Fund-1 3138L33G8 Agency MBS Federal National Mortgage Association 06/01/2020 11/12/2015 100,000.00 99,875.00 ---100,171.00 334.03 2.010 1.903 AAA
256350023 LC-Sr Lien Reserve Fund-1 3138L76A9 Agency MBS Federal National Mortgage Association 11/01/2021 10/04/2016 125,000.00 129,511.72 ---126,635.00 (1,932.91) 2.590 2.211 AAA
256350023 LC-Sr Lien Reserve Fund-1 31417YKF3 Agency MBS Federal National Mortgage Association 01/01/2030 07/10/2013 90,718.02 95,707.51 ---97,664.30 2,046.68 4.500 2.271 AAA
256350023 LC-Sr Lien Reserve Fund-1 36202F2H8 Agency MBS Ginnie Mae II 01/20/2027 11/14/2016 196,171.41 203,589.14 ---202,980.52 (447.03) 3.000 1.918 AAA
256350023 LC-Sr Lien Reserve Fund-1 38378B6A2 Agency MBS Government National Mortgage Association 11/16/2052 01/22/2015 124,637.54 120,708.53 ---119,700.65 (949.58) 1.826 2.142 AAA
256350023 LC-Sr Lien Reserve Fund-1 38378KRS0 Agency MBS The Government National Mortgage Association Guaranteed REMIC Pass-T 07/16/2043 05/08/2015 450,000.00 434,460.94 ---435,663.00 78.93 2.389 3.057 AAA
256350023 LC-Sr Lien Reserve Fund-1 38378KSL4 Agency MBS The Government National Mortgage Association Guaranteed REMIC Pass-T 12/16/2046 ---425,000.00 415,829.11 ---407,944.75 (8,193.68) 2.798 3.396 AAA
256350023 LC-Sr Lien Reserve Fund-1 38378KWU9 Agency MBS The Government National Mortgage Association Guaranteed REMIC Pass-T 11/16/2041 ---74,966.32 73,205.90 ---71,836.48 (1,508.88) 1.400 3.413 AAA
256350023 LC-Sr Lien Reserve Fund-1 38378KXW4 Agency MBS The Government National Mortgage Association Guaranteed REMIC Pass-T 02/16/2037 12/11/2014 181,424.20 180,545.43 ---178,938.69 (1,697.58) 1.705 2.502 AAA
256350023 LC-Sr Lien Reserve Fund-1 38378XP62 Agency MBS The Government National Mortgage Association Guaranteed REMIC Pass-T 05/16/2055 05/14/2015 343,767.77 348,011.15 ---338,745.32 (8,852.29) 2.500 2.817 AAA
256350023 LC-Sr Lien Reserve Fund-1 38379KDN5 Agency MBS Government National Mortgage Association 09/16/2055 08/05/2015 173,635.80 169,199.95 ---167,263.37 (2,483.43) 2.108 3.253 AAA
256350023 LC-Sr Lien Reserve Fund-1 9AMMF05B2 MM Fund U.S. Bank Money Market Account Fund 09/30/2017 ---0.00 132,235.57 ---132,235.57 - 0.000 0.000 NA
256350023 LC-Sr Lien Reserve Fund-1 912828SA9 TIPS Treasury, United States Department of 01/15/2022 ---448,843.25 451,145.90 ---450,248.13 (813.80) 0.125 0.052 AAA
256350023 LC-Sr Lien Reserve Fund-1 912828V49 TIPS Treasury, United States Department of 01/15/2027 ---283,746.40 282,403.55 ---280,327.26 (2,129.05) 0.375 0.507 AAA
256350023 LC-Sr Lien Reserve Fund-1 912828B58 US Gov Treasury, United States Department of 01/31/2021 ---1,640,000.00 1,677,556.65 ---1,662,812.40 (1,442.46) 2.125 1.694 AAA
256350023 LC-Sr Lien Reserve Fund-1 912828G38 US Gov Treasury, United States Department of 11/15/2024 04/18/2017 1,350,000.00 1,369,037.11 ---1,356,642.00 (11,352.91) 2.250 2.175 AAA
256350023 LC-Sr Lien Reserve Fund-1 912828L57 US Gov Treasury, United States Department of 09/30/2022 ---1,400,000.00 1,386,564.45 ---1,387,092.00 (286.47) 1.750 1.944 AAA
256350023 LC-Sr Lien Reserve Fund-1 912828L99 US Gov Treasury, United States Department of 10/31/2020 ---1,250,000.00 1,239,802.73 ---1,239,650.00 (1,247.46) 1.375 1.651 AAA
256350023 LC-Sr Lien Reserve Fund-1 912828VA5 US Gov Treasury, United States Department of 04/30/2020 02/28/2017 160,000.00 158,131.25 ---158,232.00 (238.24) 1.125 1.562 AAA
25
Page 7 of 36
Source
Account Account Identifier
Security Type
Category Issuer Final Maturity Trade Date
Current Face
Value Original Cost
Next Call
Date Base Market Value
Base Net Total
Unrealized Gain/Loss Coupon Yield
Summarized
Credit Rating
91 CIP STAMP Portfolio by Account for quarter ended September 30, 2017
256350023 LC-Sr Lien Reserve Fund-1 912828VV9 US Gov Treasury, United States Department of 08/31/2020 ---585,000.00 597,363.67 ---593,388.90 (1,245.84) 2.125 1.620 AAA
256350023 LC-Sr Lien Reserve Fund-1 912828XB1 US Gov Treasury, United States Department of 05/15/2025 05/24/2016 1,200,000.00 1,228,546.88 ---1,192,224.00 (32,320.97) 2.125 2.218 AAA
17,886,546.25
26
Page 8 of 36
Source
Account Account Identifier Description
Beginning Base
Market Value Base Purchases Base Sales
Base Maturities and
Redemptions Base Paydowns
Net Total Realized
Gain/Loss
Base
Amortization/A
ccretion
Base Change In
Net Unrealized
Gain/Loss
Ending Base
Market Value
Ending Accrued
Income Balance
205091001 LC-2013 A Capitalized Interest 64966H4E7 NEW YORK N Y 1,176,130.80 - - - - - (4,207.66) (1,794.44) 1,170,128.70 18,369.00
205091001 LC-2013 A Capitalized Interest 912828PF1 UNITED STATES TREASURY 1,002,510.00 - - - - - (2,142.86) 272.86 1,000,640.00 7,846.47
205091001 LC-2013 A Capitalized Interest 912828NW6 UNITED STATES TREASURY 1,201,728.00 - - (1,200,000.00) - - (1,858.60) 130.60 - -
205091001 LC-2013 A Capitalized Interest 912828PF1 UNITED STATES TREASURY - 475,872.07 - - - - (596.68) 28.61 475,304.00 3,727.07
205091001 LC-2013 A Capitalized Interest 36290WH47 GN 619551 240,627.35 - - - (63,380.00) (937.49) (530.46) 591.16 176,370.56 654.08
205091001 LC-2013 A Capitalized Interest 31401MWC1 FN 712643 169,555.22 - - - (52,995.37) (566.52) (327.39) (530.96) 115,134.99 422.17
205091001 LC-2013 A Capitalized Interest 31393V2T7 FHR 2627E GY 124,660.29 - - - (40,664.20) (397.51) (200.32) (1,596.95) 81,801.32 305.47
205091001 LC-2013 A Capitalized Interest 31393EXC8 FNR 0388E TH 67,306.52 - - - (20,793.92) (261.20) (176.20) (1,004.02) 45,071.18 168.21
205091001 LC-2013 A Capitalized Interest 31402QT68 FN 735073 55,085.40 - - - (10,412.30) (352.79) (136.05) 112.04 44,296.30 216.25
205091001 LC-2013 A Capitalized Interest 912828D98 UNITED STATES TREASURY 1,499,775.00 - - (1,500,000.00) - - (116.17) 341.17 - -
205091001 LC-2013 A Capitalized Interest 3128MBTH0 FH G13052 25,708.78 - - - (7,154.97) (108.06) (72.85) (6.28) 18,366.62 74.65
205091001 LC-2013 A Capitalized Interest 3128H4NR6 FH E96700 12,690.53 - - - (4,648.56) (49.78) (35.98) (34.76) 7,921.45 32.20
205091001 LC-2013 A Capitalized Interest 31392F6C6 FNR 0277C CB 20,299.24 - - - (15,522.72) (70.95) (35.58) 12.15 4,682.12 19.49
205091001 LC-2013 A Capitalized Interest 31402RBG3 FN 735439 26,153.60 - - - (6,693.76) (208.21) (34.43) 72.66 19,289.87 94.37
205091001 LC-2013 A Capitalized Interest 3132FEAK7 FH Z50010 13,649.69 - - - (8,899.42) (39.87) (28.26) (159.67) 4,522.46 18.38
205091001 LC-2013 A Capitalized Interest 31392FPP6 FNR 0274C PE 10,022.55 - - - (9,067.80) (32.91) (13.98) 48.62 956.48 3.99
205091001 LC-2013 A Capitalized Interest 3128PHVS7 FH J06025 6,587.60 - - - (2,698.22) (29.43) (13.98) (26.32) 3,819.65 15.52
205091001 LC-2013 A Capitalized Interest 31392HWL3 FNR 033D BC 4,866.56 - - - (2,569.57) (16.46) (10.94) (56.44) 2,213.16 9.20
205091001 LC-2013 A Capitalized Interest 31410GSQ7 FN 888927 4,283.54 - - - (3,742.31) (13.48) (6.96) 14.61 535.40 2.68
205091001 LC-2013 A Capitalized Interest 36200AFG9 GN 595167 1,906.29 - - - (1,534.94) (7.82) (5.56) 9.82 367.79 1.68
205091001 LC-2013 A Capitalized Interest 31402RBG3 FN 735439 2,016.59 - - - (516.13) (14.49) (2.43) 3.81 1,487.36 7.28
205091001 LC-2013 A Capitalized Interest 31402RBG3 FN 735439 1,219.26 - - - (312.06) (9.40) (1.56) 3.03 899.28 4.40
205091001 LC-2013 A Capitalized Interest 9AMMF05B2 U.S. BANK MONEY MARKET ACCOUNT FUND 30,024.48 3,040,747.21 (3,034,090.77) - - - - - 36,680.92 -
205091001 LC-2013 A Capitalized Interest 313385NS1 FEDERAL HOME LOAN BANKS - 149,862.50 - - - - 8.33 4.67 149,875.50 -
205091001 LC-2013 A Capitalized Interest 313385NQ5 FEDERAL HOME LOAN BANKS - 149,832.63 - - - - 42.90 8.97 149,884.50 -
205091001 LC-2013 A Capitalized Interest 313385MA1 FEDERAL HOME LOAN BANKS - 99,921.44 - (100,000.00) - - 78.56 - - -
205091001 LC-2013 A Capitalized Interest 912828M23 UNITED STATES TREASURY 800,488.00 - - - - - 230.59 (614.59) 800,104.00 1,660.66
205091001 LC-2013 A Capitalized Interest 313385JS6 FEDERAL HOME LOAN BANKS 399,724.00 - - (400,000.00) - - 304.51 (28.51) - -
205091001 LC-2013 A Capitalized Interest 313385NZ5 FEDERAL HOME LOAN BANKS - 698,918.50 - - - - 320.27 40.23 699,279.00 -
205091001 LC-2013 A Capitalized Interest 313385PE0 FEDERAL HOME LOAN BANKS - 698,812.63 - - - - 321.80 46.57 699,181.00 -
205091001 LC-2013 A Capitalized Interest 912828J84 UNITED STATES TREASURY 697,403.00 - - - - - 478.76 (1,136.76) 696,745.00 26.44
205091001 LC-2013 A Capitalized Interest 912828J84 UNITED STATES TREASURY 1,295,177.00 - - - - - 901.60 (2,123.60) 1,293,955.00 49.11
205091001 LC-2013 A Capitalized Interest 313385MQ6 FEDERAL HOME LOAN BANKS - 1,198,821.67 - - - - 1,009.93 36.40 1,199,868.00 -
205091001 LC-2013 A Capitalized Interest 912828UZ1 UNITED STATES TREASURY 2,088,849.00 - - - - - 2,118.78 1,325.22 2,092,293.00 5,492.53
205091001 LC-2013 A Capitalized Interest 912828UA6 UNITED STATES TREASURY 1,746,395.00 - - - - - 2,901.05 (643.55) 1,748,652.50 3,675.72
12,724,843.29 6,512,788.65 (3,034,090.77) (3,200,000.00) (251,606.24) (3,116.37) (1,837.82) (6,653.64) 12,740,327.10 42,897.01
256350005 LC-Project Fund-Toll 2 912828QQ6 UNITED STATES TREASURY 3,266,088.35 - - - - - (10,456.77) 2,239.87 3,257,871.45 25,820.34
256350005 LC-Project Fund-Toll 2 912828HA1 UNITED STATES TREASURY - 2,007,500.00 - (2,000,000.00) - - (7,500.00) - - -
256350005 LC-Project Fund-Toll 2 202795HU7 COMMONWEALTH EDISON CO 262,236.90 - - - - - (2,959.09) 546.79 259,824.60 657.33
256350005 LC-Project Fund-Toll 2 48121CYK6 JPMORGAN CHASE BANK NA 252,562.50 - - - - - (2,467.04) (95.46) 250,000.00 7,500.00
256350005 LC-Project Fund-Toll 2 209111ET6 CONSOLIDATED EDISON COMPANY OF NEW YORK INC 226,921.20 - - - - - (2,369.32) 197.92 224,749.80 6,435.00
256350005 LC-Project Fund-Toll 2 912828VK3 UNITED STATES TREASURY 1,951,677.00 - - - - - (2,191.29) 1,664.79 1,951,150.50 6,775.99
256350005 LC-Project Fund-Toll 2 89837LAA3 TRUSTEES OF PRINCETON UNIVERSITY 184,399.25 - - - - - (1,320.03) (354.72) 182,724.50 721.88
256350005 LC-Project Fund-Toll 2 26442CAD6 DUKE ENERGY CAROLINAS LLC 119,127.36 - - - - - (1,024.87) (113.09) 117,989.40 2,727.93
256350005 LC-Project Fund-Toll 2 63873FU63 Natixis - 900,770.47 - (900,000.00) - - (770.47) - - -
256350005 LC-Project Fund-Toll 2 89837LAA3 TRUSTEES OF PRINCETON UNIVERSITY 84,296.80 - - - - - (682.25) (83.35) 83,531.20 330.00
256350005 LC-Project Fund-Toll 2 22549VMV2 Credit Suisse Group AG - 1,200,549.44 - (1,200,000.00) - - (549.44) - - -
256350005 LC-Project Fund-Toll 2 3138ELY64 FN AL4332 183,056.71 - (166,413.47) - (15,587.85) (2,514.10) (430.70) 1,889.42 - -
256350005 LC-Project Fund-Toll 2 65602UDZ8 The Norinchukin Bank - 1,100,427.22 - (1,100,000.00) - - (427.22) - - -
256350005 LC-Project Fund-Toll 2 037833BR0 APPLE INC 303,786.00 - - - - - (411.91) (107.09) 303,267.00 693.69
256350005 LC-Project Fund-Toll 2 3137A85H7 FHR 3820F GJ 99,058.09 - - - (6,914.68) (279.33) (371.19) 29.49 91,522.38 258.80
256350005 LC-Project Fund-Toll 2 74256LAT6 PRINCIPAL LIFE GLOBAL FUNDING II 360,597.60 - - - - - (304.73) (30.07) 360,262.80 544.83
256350005 LC-Project Fund-Toll 2 89114QBF4 TORONTO-DOMINION BANK 403,724.00 - - - - - (299.96) 87.96 403,512.00 1,650.25
256350005 LC-Project Fund-Toll 2 05531FAP8 BB&T CORP 261,573.00 - - - - - (236.83) (111.57) 261,224.60 251.91
256350005 LC-Project Fund-Toll 2 02582JGG9 AMXCA 132 A 301,221.00 - - - - - (215.25) 164.25 301,170.00 220.59
256350005 LC-Project Fund-Toll 2 60689DZ48 Mizuho Bank, Ltd.- 1,200,213.85 - (1,200,000.00) - - (213.85) - - -
256350005 LC-Project Fund-Toll 2 83369YBQ8 Societe Generale - 1,100,207.50 - (1,100,000.00) - - (207.50) - - -
256350005 LC-Project Fund-Toll 2 94988J5B9 WELLS FARGO BANK NA 250,905.00 - - - - - (206.53) (175.97) 250,522.50 983.49
256350005 LC-Project Fund-Toll 2 912828VK3 UNITED STATES TREASURY 130,111.80 - - - - - (192.10) 157.00 130,076.70 451.73
256350005 LC-Project Fund-Toll 2 912828VK3 UNITED STATES TREASURY 130,111.80 - - - - - (190.24) 155.14 130,076.70 451.73
256350005 LC-Project Fund-Toll 2 912828VK3 UNITED STATES TREASURY 130,111.80 - - - - - (189.31) 154.21 130,076.70 451.73
256350005 LC-Project Fund-Toll 2 46625HJF8 JPMORGAN CHASE & CO 266,380.65 - (265,956.65) - - 398.75 (154.02) (668.73) - -
256350005 LC-Project Fund-Toll 2 912828VK3 UNITED STATES TREASURY 135,116.10 - - - - - (140.54) 104.09 135,079.65 469.11
256350005 LC-Project Fund-Toll 2 46623EKD0 JPMORGAN CHASE & CO 250,087.50 - (250,137.50) - - (8.56) (104.79) 163.35 - -
256350005 LC-Project Fund-Toll 2 59217GAY5 METROPOLITAN LIFE GLOBAL FUNDING I 249,935.00 - (250,060.00) - - (97.00) (95.63) 317.62 - -
256350005 LC-Project Fund-Toll 2 31677QAV1 FIFTH THIRD BANK 399,448.00 - - - - - (85.59) 449.59 399,812.00 531.67
256350005 LC-Project Fund-Toll 2 161571HB3 CHAIT 161 A 502,690.00 - - - - - (82.08) (12.92) 502,595.00 365.43
256350005 LC-Project Fund-Toll 2 86563YHT3 Sumitomo Mitsui Banking Corporation - 700,130.72 - - - - (79.71) 18.99 700,070.00 9,608.67
256350005 LC-Project Fund-Toll 2 912828D49 UNITED STATES TREASURY 2,499,750.00 - - (2,500,000.00) - - (75.77) 325.77 - -
256350005 LC-Project Fund-Toll 2 94988J5E3 WELLS FARGO BANK NA 257,129.25 - - - - - (72.29) (90.91) 256,966.05 516.05
256350005 LC-Project Fund-Toll 2 06538NFU6 The Bank of Tokyo-Mitsubishi UFJ, Ltd.- 700,118.99 - - - - (69.75) 41.76 700,091.00 10,540.44
256350005 LC-Project Fund-Toll 2 161571GQ1 CHAIT 147 A 120,009.60 - - - - - (63.30) 62.10 120,008.40 73.60
256350005 LC-Project Fund-Toll 2 912828UR9 UNITED STATES TREASURY 563,276.75 - - - - - (62.65) 729.35 563,943.45 362.88
256350005 LC-Project Fund-Toll 2 74153WCE7 PRICOA GLOBAL FUNDING I 199,956.00 - - (200,000.00) - - (60.64) 104.64 - -
256350005 LC-Project Fund-Toll 2 912828UR9 UNITED STATES TREASURY 478,536.00 - - - - - (59.13) 625.53 479,102.40 308.29
256350005 LC-Project Fund-Toll 2 3137A1LC5 FHR 3710F AB 45,266.31 - - - (6,802.65) (64.40) (58.85) 74.34 38,414.76 63.93
256350005 LC-Project Fund-Toll 2 47787UAD5 JDOT 15 A3 336,953.64 - (243,863.44) - (93,097.20) (234.77) (48.88) 290.65 - -
256350005 LC-Project Fund-Toll 2 36159LCR5 GEDFT 151 A 110,196.90 - - - - - (48.04) (30.06) 110,118.80 58.35
256350005 LC-Project Fund-Toll 2 62888YAA0 NGN 11R1 NTS 158,853.63 - - - (11,763.38) (30.83) (41.27) 332.44 147,350.59 164.60
256350005 LC-Project Fund-Toll 2 912828WT3 UNITED STATES TREASURY 1,200,000.00 - - (1,200,000.00) - - (38.60) 38.60 - -
256350005 LC-Project Fund-Toll 2 17305TRV6 Citibank, N.A.- 625,040.57 - - - - (34.48) (6.09) 625,000.00 1,993.75
256350005 LC-Project Fund-Toll 2 65819WAC7 NORTH CAROLINA EASTN MUN PWR AGY REV 35,122.50 - (35,112.00) - - (4.48) (29.67) 23.65 - -
256350005 LC-Project Fund-Toll 2 58769AAD8 MBALT 15B A3 138,698.26 - (64,083.00) - (74,626.60) (63.25) (23.52) 98.10 - -
256350005 LC-Project Fund-Toll 2 58769AAD8 MBALT 15B A3 134,735.45 - (62,252.06) - (72,494.41) (61.44) (22.85) 95.30 - -
256350005 LC-Project Fund-Toll 2 65819WAC7 NORTH CAROLINA EASTN MUN PWR AGY REV 30,105.00 - (30,096.00) - - 13.07 (21.12) (0.95) - -
91 CIP STAMP Portfolio Transaction Report by Account
Quarter ended September 30, 2017
ATTACHMENT 4
27
Page 9 of 36
Source
Account Account Identifier Description
Beginning Base
Market Value Base Purchases Base Sales
Base Maturities and
Redemptions Base Paydowns
Net Total Realized
Gain/Loss
Base
Amortization/A
ccretion
Base Change In
Net Unrealized
Gain/Loss
Ending Base
Market Value
Ending Accrued
Income Balance
91 CIP STAMP Portfolio Transaction Report by Account
Quarter ended September 30, 2017
256350005 LC-Project Fund-Toll 2 36225EUY6 G2 082398 69,720.89 - (68,887.40) - (620.64) 353.41 (19.01) (547.24) - -
256350005 LC-Project Fund-Toll 2 55279HAH3 MANUFACTURERS AND TRADERS TRUST CO 300,036.00 - - (301,104.30) - 1,104.30 (17.73) (18.27) - -
256350005 LC-Project Fund-Toll 2 38378NNA7 GNR 13194 AB 409,261.38 - (399,894.34) - (11,134.89) (1,643.34) (16.98) 3,428.17 - -
256350005 LC-Project Fund-Toll 2 912828WT3 UNITED STATES TREASURY 1,100,000.00 - - (1,100,000.00) - - (13.83) 13.83 - -
256350005 LC-Project Fund-Toll 2 83369YTU0 Societe Generale - 750,029.52 - - - - (8.43) 53.91 750,075.00 1,391.88
256350005 LC-Project Fund-Toll 2 58768FAB2 MBALT 16A A2A 338,157.26 - - - (212,139.56) (5.58) (5.32) 24.89 126,031.69 75.06
256350005 LC-Project Fund-Toll 2 05581QAD0 BMWLT 152 A3 84,619.04 - - - (41,153.39) (4.92) (4.14) 4.04 43,460.62 18.59
256350005 LC-Project Fund-Toll 2 43814KAC5 HAROT 151 A3 215,304.34 - - - (97,135.99) (4.76) (3.38) 131.06 118,291.28 55.24
256350005 LC-Project Fund-Toll 2 55279HAA8 MANUFACTURERS AND TRADERS TRUST CO 399,880.00 - - - - - (2.55) 50.55 399,928.00 386.67
256350005 LC-Project Fund-Toll 2 05531FAP8 BB&T CORP 120,726.00 - - - - - (0.41) (160.39) 120,565.20 116.27
256350005 LC-Project Fund-Toll 2 9AMMF05B2 U.S. BANK MONEY MARKET ACCOUNT FUND 203,265.45 80,460,587.98 (80,555,193.45) - - - - - 108,659.98 -
256350005 LC-Project Fund-Toll 2 65819WAC7 NORTH CAROLINA EASTN MUN PWR AGY REV 125,437.50 - (125,400.00) - - 400.00 - (437.50) - -
256350005 LC-Project Fund-Toll 2 865622CB8 SUMITOMO MITSUI BANKING CORP 252,067.50 - - - - - - 297.50 252,365.00 1,168.55
256350005 LC-Project Fund-Toll 2 89114QBF4 TORONTO-DOMINION BANK 126,163.75 - - - - - - (66.25) 126,097.50 515.70
256350005 LC-Project Fund-Toll 2 037833BR0 APPLE INC 151,893.00 - - - - - - (259.50) 151,633.50 346.85
256350005 LC-Project Fund-Toll 2 477877AD6 JDOT 14B A3 75,904.07 - (39,118.99) - (36,841.97) (16.81) - 73.70 - -
256350005 LC-Project Fund-Toll 2 94988J5B9 WELLS FARGO BANK NA 250,905.00 - - - - - - (382.50) 250,522.50 983.49
256350005 LC-Project Fund-Toll 2 17325FAD0 CITIBANK NA 260,663.00 - - - - - - 577.20 261,240.20 248.42
256350005 LC-Project Fund-Toll 2 22534HL41 Credit Agricole Corporate and Investment Bank - 1,200,000.00 - (1,200,000.00) - - - - - -
256350005 LC-Project Fund-Toll 2 65590AKH8 Nordea Bank AB - 900,000.00 - (900,000.00) - - - - - -
256350005 LC-Project Fund-Toll 2 89113XFD1 The Toronto-Dominion Bank - 750,000.00 - - - - - - 750,000.00 393.33
256350005 LC-Project Fund-Toll 2 22534HQ38 Credit Agricole Corporate and Investment Bank - 500,000.00 - - - - - - 500,000.00 195.00
256350005 LC-Project Fund-Toll 2 65602UWN4 The Norinchukin Bank - 750,000.00 - - - - - - 750,000.00 50.00
256350005 LC-Project Fund-Toll 2 05582WG99 BNP Paribas - 750,000.00 - - - - - - 750,000.00 47.92
256350005 LC-Project Fund-Toll 2 55315FAB6 MMAF 16A A2 194,300.15 - - - (50,043.70) 0.15 0.16 (5.85) 144,250.91 89.13
256350005 LC-Project Fund-Toll 2 58769AAD8 MBALT 15B A3 202,103.18 - (93,378.08) - (108,741.61) (21.24) 0.31 37.45 - -
256350005 LC-Project Fund-Toll 2 65602UTQ1 The Norinchukin Bank - 1,199,999.59 - (1,200,000.00) - - 0.41 - - -
256350005 LC-Project Fund-Toll 2 477877AD6 JDOT 14B A3 18,976.02 - (9,779.75) - (9,210.49) (2.25) 0.91 15.56 - -
256350005 LC-Project Fund-Toll 2 65478QAD0 NALT 16A A3 154,914.75 - - - - - 0.95 65.70 154,981.40 102.64
256350005 LC-Project Fund-Toll 2 58768MAD3 MBALT 16B A4 189,521.20 - - - - - 1.91 (152.01) 189,371.10 128.36
256350005 LC-Project Fund-Toll 2 62944BBC7 BANK NEDERLANDSE GEMEENTEN NV 299,997.00 - - (300,000.00) - - 2.14 0.86 - -
256350005 LC-Project Fund-Toll 2 47787UAD5 JDOT 15 A3 63,387.32 - (45,875.30) - (17,513.34) (15.70) 2.36 14.66 - -
256350005 LC-Project Fund-Toll 2 912828TG5 UNITED STATES TREASURY 24,992.75 - - (25,000.00) - 0.00 3.24 4.01 - -
256350005 LC-Project Fund-Toll 2 05582XAD4 BMWLT 162 A3 543,501.25 - - - - - 9.06 (178.01) 543,332.30 238.13
256350005 LC-Project Fund-Toll 2 55315GAC2 MMAF 15A A3 20,128.47 - - - (3,726.29) 6.92 9.30 (11.23) 16,407.17 9.51
256350005 LC-Project Fund-Toll 2 46623EKD0 JPMORGAN CHASE & CO 180,063.00 - (180,099.00) - - 120.04 12.17 (96.21) - -
256350005 LC-Project Fund-Toll 2 62944BBC7 BANK NEDERLANDSE GEMEENTEN NV 274,997.25 - - (275,000.00) - - 14.83 (12.08) - -
256350005 LC-Project Fund-Toll 2 912828F54 UNITED STATES TREASURY - 999,921.88 - - - - 17.36 0.76 999,940.00 4,040.30
256350005 LC-Project Fund-Toll 2 55315GAC2 MMAF 15A A3 142,049.51 - - - (26,297.00) 16.53 21.83 (3.11) 115,787.77 67.13
256350005 LC-Project Fund-Toll 2 86563YSC8 Sumitomo Mitsui Banking Corporation - 1,199,975.23 - (1,200,000.00) - - 24.77 - - -
256350005 LC-Project Fund-Toll 2 313313NU8 FEDERAL FARM CREDIT BANKS - 449,553.75 - - - - 25.49 20.26 449,599.50 -
256350005 LC-Project Fund-Toll 2 59217GAY5 METROPOLITAN LIFE GLOBAL FUNDING I 299,922.00 - (300,098.00) - - 144.50 26.89 4.60 - -
256350005 LC-Project Fund-Toll 2 955116AZ1 WEST PALM BEACH FLA SPL OBLIG 229,986.20 - - - - - 29.24 (15.44) 230,000.00 1,265.00
256350005 LC-Project Fund-Toll 2 74153WCE7 PRICOA GLOBAL FUNDING I 299,934.00 - - (300,000.00) - - 30.07 35.93 - -
256350005 LC-Project Fund-Toll 2 912828WT3 UNITED STATES TREASURY 1,000,000.00 - - (1,000,000.00) - - 32.17 (32.17) - -
256350005 LC-Project Fund-Toll 2 38378BR35 GNR 12142 AB 300,166.52 - (290,979.06) - (9,309.91) (1,067.26) 32.69 1,157.02 - -
256350005 LC-Project Fund-Toll 2 313397MW8 FEDERAL HOME LOAN MORTGAGE CORP - 649,764.81 - - - - 36.18 23.51 649,824.50 -
256350005 LC-Project Fund-Toll 2 26055AXP6 The Dow Chemical Company - 699,412.00 - - - - 49.00 42.00 699,503.00 -
256350005 LC-Project Fund-Toll 2 55279HAH3 MANUFACTURERS AND TRADERS TRUST CO 250,030.00 - - (250,920.25) - 920.25 49.64 (79.64) - -
256350005 LC-Project Fund-Toll 2 912828UA6 UNITED STATES TREASURY 119,752.80 - - - - - 62.00 92.80 119,907.60 252.05
256350005 LC-Project Fund-Toll 2 46623EKD0 JPMORGAN CHASE & CO 300,105.00 - (300,165.00) - - 274.26 63.16 (277.43) - -
256350005 LC-Project Fund-Toll 2 02361KU51 Ameren Illinois Company 449,968.50 - - (450,000.00) - - 68.00 (36.50) - -
256350005 LC-Project Fund-Toll 2 06050TLY6 BANK OF AMERICA NA 300,198.00 - (300,255.00) - - 455.03 77.31 (475.35) - -
256350005 LC-Project Fund-Toll 2 14912DU31 Caterpillar Financial Services Corporation 1,200,000.00 - - (1,200,000.00) - - 77.33 (77.33) - -
256350005 LC-Project Fund-Toll 2 04056AU34 Arizona Public Service Company 1,200,000.00 - - (1,200,000.00) - - 80.67 (80.67) - -
256350005 LC-Project Fund-Toll 2 912828UA6 UNITED STATES TREASURY 798,352.00 - - - - - 84.60 947.40 799,384.00 1,680.33
256350005 LC-Project Fund-Toll 2 912828UA6 UNITED STATES TREASURY 169,649.80 - - - - - 84.99 134.31 169,869.10 357.07
256350005 LC-Project Fund-Toll 2 22533TU38 Credit Agricole Corporate and Investment Bank 1,500,000.00 - - (1,500,000.00) - - 87.50 (87.50) - -
256350005 LC-Project Fund-Toll 2 313385HT6 FEDERAL HOME LOAN BANKS 999,940.00 - - (1,000,000.00) - - 91.74 (31.74) - -
256350005 LC-Project Fund-Toll 2 912828D98 UNITED STATES TREASURY - 2,999,882.81 (1,400,054.69) (1,600,000.00) - 72.23 99.65 - - -
256350005 LC-Project Fund-Toll 2 4497W0XA1 ING (U.S.) Funding LLC - 749,675.00 - - - - 100.00 22.50 749,797.50 -
256350005 LC-Project Fund-Toll 2 00280NXH8 Abbey National Treasury Services PLC - 699,501.83 - - - - 118.61 29.56 699,650.00 -
256350005 LC-Project Fund-Toll 2 87019RXG6 Swedbank AB - 749,500.00 - - - - 125.00 22.50 749,647.50 -
256350005 LC-Project Fund-Toll 2 34108AYF8 Florida Power & Light Company - 748,593.75 - - - - 140.63 103.13 748,837.50 -
256350005 LC-Project Fund-Toll 2 43357LU59 Hitachi Capital America Corp.999,930.00 - - (1,000,000.00) - - 142.22 (72.22) - -
256350005 LC-Project Fund-Toll 2 30229AU56 EXXON MOBIL CORP 1,199,916.00 - - (1,200,000.00) - - 142.67 (58.67) - -
256350005 LC-Project Fund-Toll 2 04056AV25 Arizona Public Service Company - 599,854.16 - (600,000.00) - - 145.84 - - -
256350005 LC-Project Fund-Toll 2 92780JXB2 Virginia Electric and Power Company - 749,563.34 - - - - 163.75 47.91 749,775.00 -
256350005 LC-Project Fund-Toll 2 89233GU79 Toyota Motor Credit Corporation 974,863.50 - - (975,000.00) - - 175.50 (39.00) - -
256350005 LC-Project Fund-Toll 2 313385KG0 FEDERAL HOME LOAN BANKS - 2,149,820.84 - (2,150,000.00) - 0.00 179.16 - - -
256350005 LC-Project Fund-Toll 2 912828UA6 UNITED STATES TREASURY 374,227.50 - - - - - 182.79 300.96 374,711.25 787.65
256350005 LC-Project Fund-Toll 2 61979JU54 Motiva Enterprises LLC 1,199,916.00 - - (1,200,000.00) - - 184.00 (100.00) - -
256350005 LC-Project Fund-Toll 2 34108AU54 Florida Power & Light Company 1,499,895.00 - - (1,500,000.00) - - 191.67 (86.67) - -
256350005 LC-Project Fund-Toll 2 97682RV99 Wisconsin Power and Light Company - 899,805.75 - (900,000.00) - - 194.25 - - -
256350005 LC-Project Fund-Toll 2 912828TG5 UNITED STATES TREASURY 874,746.25 - - (875,000.00) - - 203.25 50.50 - -
256350005 LC-Project Fund-Toll 2 06538BU68 The Bank of Tokyo-Mitsubishi UFJ, Ltd.1,499,850.00 - - (1,500,000.00) - - 243.75 (93.75) - -
256350005 LC-Project Fund-Toll 2 04056AVF6 Arizona Public Service Company - 999,755.00 - (1,000,000.00) - - 245.00 - - -
256350005 LC-Project Fund-Toll 2 912828TG5 UNITED STATES TREASURY 699,797.00 - - (700,000.00) - - 251.30 (48.30) - -
256350005 LC-Project Fund-Toll 2 26055AWV4 The Dow Chemical Company - 474,717.38 - (475,000.00) - - 282.62 - - -
256350005 LC-Project Fund-Toll 2 09659BVP2 BNP Paribas - 1,499,710.01 - (1,500,000.00) - - 289.99 - - -
256350005 LC-Project Fund-Toll 2 459053KC7 INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPM - 1,499,699.58 - (1,500,000.00) - - 300.42 - - -
256350005 LC-Project Fund-Toll 2 02360RUA6 Ameren Corporation 999,760.00 - - (1,000,000.00) - - 312.50 (72.50) - -
256350005 LC-Project Fund-Toll 2 97684GWU3 Wisconsin Public Service Corporation - 674,671.88 - (675,000.00) - - 328.12 - - -
256350005 LC-Project Fund-Toll 2 78355AXP4 Ryder System, Inc.- 749,022.50 - - - - 345.00 100.00 749,467.50 -
256350005 LC-Project Fund-Toll 2 912828K33 UNITED STATES TREASURY 993,393.97 - - - - - 368.84 4,157.53 997,920.35 573.17
256350005 LC-Project Fund-Toll 2 02581RWU3 American Express Credit Corporation - 674,604.75 - (675,000.00) - - 395.25 - - -
28
Page 10 of 36
Source
Account Account Identifier Description
Beginning Base
Market Value Base Purchases Base Sales
Base Maturities and
Redemptions Base Paydowns
Net Total Realized
Gain/Loss
Base
Amortization/A
ccretion
Base Change In
Net Unrealized
Gain/Loss
Ending Base
Market Value
Ending Accrued
Income Balance
91 CIP STAMP Portfolio Transaction Report by Account
Quarter ended September 30, 2017
256350005 LC-Project Fund-Toll 2 06366GX46 Bank of Montreal - 749,521.04 - - - - 403.33 23.13 749,947.50 -
256350005 LC-Project Fund-Toll 2 63743CUC5 National Rural Utilities Cooperative Finance Corpo 1,199,628.00 - - (1,200,000.00) - - 403.34 (31.34) - -
256350005 LC-Project Fund-Toll 2 23336GXA4 DTE Electric Company - 749,343.75 - - - - 420.00 33.75 749,797.50 -
256350005 LC-Project Fund-Toll 2 89352HAP4 TRANSCANADA PIPELINES LTD 150,423.00 - - - - - 429.70 (575.20) 150,277.50 706.76
256350005 LC-Project Fund-Toll 2 74433GUD6 Prudential Funding LLC 1,199,592.00 - - (1,200,000.00) - - 440.00 (32.00) - -
256350005 LC-Project Fund-Toll 2 14912DVM8 Caterpillar Financial Services Corporation - 1,199,516.00 - (1,200,000.00) - - 484.00 - - -
256350005 LC-Project Fund-Toll 2 30229AUQ0 Exxon Mobil Corporation - 1,199,500.67 - (1,200,000.00) - - 499.33 - - -
256350005 LC-Project Fund-Toll 2 912828UR9 UNITED STATES TREASURY 1,699,799.75 - - - - - 539.16 1,472.74 1,701,811.65 1,095.06
256350005 LC-Project Fund-Toll 2 23336GVV0 DTE Electric Company - 1,199,454.00 - (1,200,000.00) - - 546.00 - - -
256350005 LC-Project Fund-Toll 2 26055AWV4 The Dow Chemical Company - 749,453.12 - (750,000.00) - - 546.88 - - -
256350005 LC-Project Fund-Toll 2 21687AV18 Cooperatieve Rabobank U.A.- 1,199,420.00 - (1,200,000.00) - - 580.00 - - -
256350005 LC-Project Fund-Toll 2 313385JA5 FEDERAL HOME LOAN BANKS 1,999,500.00 - - (2,000,000.00) - - 598.90 (98.90) - -
256350005 LC-Project Fund-Toll 2 26055AVB9 The Dow Chemical Company - 1,099,388.88 - (1,100,000.00) - - 611.12 - - -
256350005 LC-Project Fund-Toll 2 63743CW17 National Rural Utilities Cooperative Finance Corpo - 1,099,233.66 (1,099,896.41) - - 0.91 661.84 - - -
256350005 LC-Project Fund-Toll 2 09659BUJ7 BNP Paribas 1,199,376.00 - - (1,200,000.00) - - 668.67 (44.67) - -
256350005 LC-Project Fund-Toll 2 313385JH0 FEDERAL HOME LOAN BANKS 1,399,384.00 - - (1,400,000.00) - - 700.01 (84.01) - -
256350005 LC-Project Fund-Toll 2 92780JVM0 Virginia Electric and Power Company - 699,291.25 - (700,000.00) - - 708.75 - - -
256350005 LC-Project Fund-Toll 2 43357LXA5 Hitachi Capital America Corp.- 748,980.00 - - - - 733.13 84.38 749,797.50 -
256350005 LC-Project Fund-Toll 2 92780JUQ2 Virginia Electric and Power Company 849,388.00 - - (850,000.00) - - 738.56 (126.56) - -
256350005 LC-Project Fund-Toll 2 61979JX44 Motiva Enterprises LLC - 749,125.00 - - - - 781.25 41.25 749,947.50 -
256350005 LC-Project Fund-Toll 2 14912DV48 Caterpillar Financial Services Corporation - 1,199,118.00 - (1,200,000.00) - - 882.00 - - -
256350005 LC-Project Fund-Toll 2 313385LA2 FEDERAL HOME LOAN BANKS - 2,499,097.23 - (2,500,000.00) - - 902.77 - - -
256350005 LC-Project Fund-Toll 2 459515KF8 INTERNATIONAL FINANCE CORP - 1,999,036.66 - (2,000,000.00) - - 963.34 - - -
256350005 LC-Project Fund-Toll 2 313385JX5 FEDERAL HOME LOAN BANKS - 1,164,019.45 - (1,165,000.00) - - 980.55 - - -
256350005 LC-Project Fund-Toll 2 93884EW50 Washington Gas Light Company - 1,248,711.11 (1,249,713.20) - - (4.86) 1,006.95 - - -
256350005 LC-Project Fund-Toll 2 04056AW81 Arizona Public Service Company - 998,988.89 - (1,000,000.00) - - 1,011.11 - - -
256350005 LC-Project Fund-Toll 2 313385JQ0 FEDERAL HOME LOAN BANKS - 1,698,988.50 - (1,700,000.00) - - 1,011.50 - - -
256350005 LC-Project Fund-Toll 2 02581RVR1 American Express Credit Corporation - 1,298,960.00 - (1,300,000.00) - - 1,040.00 - - -
256350005 LC-Project Fund-Toll 2 912828UA6 UNITED STATES TREASURY 1,995,880.00 - - - - - 1,070.67 1,509.33 1,998,460.00 4,200.82
256350005 LC-Project Fund-Toll 2 912828TM2 UNITED STATES TREASURY 2,498,450.00 - - (2,500,000.00) - - 1,083.10 466.90 - -
256350005 LC-Project Fund-Toll 2 313385LC8 FEDERAL HOME LOAN BANKS - 2,498,888.89 - (2,500,000.00) - - 1,111.11 - - -
256350005 LC-Project Fund-Toll 2 313397LC3 FEDERAL HOME LOAN MORTGAGE CORP - 2,498,883.33 - (2,500,000.00) - - 1,116.67 - - -
256350005 LC-Project Fund-Toll 2 23336GVF5 DTE Electric Company - 1,198,857.00 - (1,200,000.00) - - 1,143.00 - - -
256350005 LC-Project Fund-Toll 2 63873JUX6 Natixis 1,198,848.00 - - (1,200,000.00) - - 1,220.00 (68.00) - -
256350005 LC-Project Fund-Toll 2 313385JN7 FEDERAL HOME LOAN BANKS - 2,598,772.23 - (2,600,000.00) - 0.00 1,227.77 - - -
256350005 LC-Project Fund-Toll 2 78355AV84 Ryder System, Inc.- 1,198,758.00 - (1,200,000.00) - - 1,242.00 - - -
256350005 LC-Project Fund-Toll 2 14912DWR6 Caterpillar Financial Services Corporation - 998,736.11 - (1,000,000.00) - - 1,263.89 - - -
256350005 LC-Project Fund-Toll 2 43357LV90 Hitachi Capital America Corp.- 1,198,600.00 - (1,200,000.00) - - 1,400.00 - - -
256350005 LC-Project Fund-Toll 2 46640PWD1 J.P. Morgan Securities LLC - 1,198,576.67 - (1,200,000.00) - - 1,423.33 - - -
256350005 LC-Project Fund-Toll 2 02361KVH4 Ameren Illinois Company - 1,198,532.66 - (1,200,000.00) - - 1,467.34 - - -
256350005 LC-Project Fund-Toll 2 43357LW81 Hitachi Capital America Corp.- 1,198,500.00 - (1,200,000.00) - - 1,500.00 - - -
256350005 LC-Project Fund-Toll 2 313385JZ0 FEDERAL HOME LOAN BANKS - 2,198,229.00 - (2,200,000.00) - - 1,771.00 - - -
256350005 LC-Project Fund-Toll 2 5006E0X50 The Korea Development Bank - 598,080.00 - - - - 1,834.67 25.33 599,940.00 -
256350005 LC-Project Fund-Toll 2 313385KD7 FEDERAL HOME LOAN BANKS - 2,197,985.77 - (2,200,000.00) - - 2,014.23 - - -
256350005 LC-Project Fund-Toll 2 313385LR5 FEDERAL HOME LOAN BANKS - 2,397,576.00 - (2,400,000.00) - - 2,424.00 - - -
59,931,317.51 164,440,704.97 (87,826,761.79) (98,192,024.55) (905,155.55) (1,864.52) 12,814.26 19,889.16 37,478,919.49 103,570.08
256350022 LC-Sr Lien Ob Fund-1 Interest 48121CYK6 JPMORGAN CHASE BANK NA 303,075.00 - - - - - (2,580.93) (494.07) 300,000.00 9,000.00
256350022 LC-Sr Lien Ob Fund-1 Interest 02580ECC5 AMERICAN EXPRESS BANK LTD.252,042.50 - - (250,000.00) - - (1,900.13) (142.37) - -
256350022 LC-Sr Lien Ob Fund-1 Interest 38144LAB6 GOLDMAN SACHS GROUP INC 302,220.00 - - (300,000.00) - - (987.89) (1,232.11) - -
256350022 LC-Sr Lien Ob Fund-1 Interest 912828NW6 UNITED STATES TREASURY 350,504.00 - - (350,000.00) - - (542.09) 38.09 - -
256350022 LC-Sr Lien Ob Fund-1 Interest 78011DAC8 ROYAL BANK OF CANADA 699,720.00 - - (700,000.00) - - (72.79) 352.79 - -
256350022 LC-Sr Lien Ob Fund-1 Interest 31393V2T7 FHR 2627E GY 37,862.51 - - - (12,350.75) (120.74) (60.84) (485.03) 24,845.15 92.78
256350022 LC-Sr Lien Ob Fund-1 Interest 912828PF1 UNITED STATES TREASURY - 30,055.08 - - - - (37.69) 1.81 30,019.20 235.39
256350022 LC-Sr Lien Ob Fund-1 Interest 912828PF1 UNITED STATES TREASURY - 170,146.09 - - - - (36.52) (0.77) 170,108.80 1,333.90
256350022 LC-Sr Lien Ob Fund-1 Interest 912828D98 UNITED STATES TREASURY 274,958.75 - - (275,000.00) - - (21.30) 62.55 - -
256350022 LC-Sr Lien Ob Fund-1 Interest 31393EXC8 FNR 0388E TH 7,478.50 - - - (2,310.43) (29.03) (19.58) (111.56) 5,007.91 18.69
256350022 LC-Sr Lien Ob Fund-1 Interest 31402RBG3 FN 735439 7,973.28 - - - (2,040.68) (63.48) (10.50) 22.15 5,880.78 28.77
256350022 LC-Sr Lien Ob Fund-1 Interest 31402RBG3 FN 735439 620.49 - - - (158.81) (4.46) (0.75) 1.17 457.65 2.24
256350022 LC-Sr Lien Ob Fund-1 Interest 9AMMF05B2 U.S. BANK MONEY MARKET ACCOUNT FUND 28,867.11 1,626,122.27 (1,630,176.68) - - - - - 24,812.70 -
256350022 LC-Sr Lien Ob Fund-1 Interest 31385JLF3 FN 545826 440.01 - - - (440.75) - - 0.74 - -
256350022 LC-Sr Lien Ob Fund-1 Interest 313385NS1 FEDERAL HOME LOAN BANKS - 224,793.75 - - - - 12.49 7.01 224,813.25 -
256350022 LC-Sr Lien Ob Fund-1 Interest 313385NU6 FEDERAL HOME LOAN BANKS - 199,753.94 - - - - 57.20 10.86 199,822.00 -
256350022 LC-Sr Lien Ob Fund-1 Interest 313385NQ5 FEDERAL HOME LOAN BANKS - 199,776.83 - - - - 57.20 11.97 199,846.00 -
256350022 LC-Sr Lien Ob Fund-1 Interest 313313NQ7 FEDERAL FARM CREDIT BANKS - 199,776.83 - - - - 57.20 11.97 199,846.00 -
256350022 LC-Sr Lien Ob Fund-1 Interest 313385NZ5 FEDERAL HOME LOAN BANKS - 199,691.00 - - - - 91.51 11.49 199,794.00 -
256350022 LC-Sr Lien Ob Fund-1 Interest 313385PE0 FEDERAL HOME LOAN BANKS - 199,660.75 - - - - 91.94 13.31 199,766.00 -
256350022 LC-Sr Lien Ob Fund-1 Interest 26055AWV4 The Dow Chemical Company - 149,890.62 - (150,000.00) - - 109.38 - - -
256350022 LC-Sr Lien Ob Fund-1 Interest 313385LL8 FEDERAL HOME LOAN BANKS - 149,872.50 - (150,000.00) - - 127.50 - - -
256350022 LC-Sr Lien Ob Fund-1 Interest 313385JZ0 FEDERAL HOME LOAN BANKS 149,863.50 - - (150,000.00) - - 143.09 (6.59) - -
256350022 LC-Sr Lien Ob Fund-1 Interest 912828J84 UNITED STATES TREASURY 199,258.00 - - - - - 155.36 (343.36) 199,070.00 7.55
256350022 LC-Sr Lien Ob Fund-1 Interest 912828UZ1 UNITED STATES TREASURY 198,938.00 - - - - - 163.17 164.83 199,266.00 523.10
256350022 LC-Sr Lien Ob Fund-1 Interest 3137ASNH3 FHMS K019 A1 256,244.40 - - - (15,488.47) 208.20 201.58 (542.10) 240,623.62 294.95
256350022 LC-Sr Lien Ob Fund-1 Interest 313385MV5 FEDERAL HOME LOAN BANKS - 299,651.50 - - - - 263.46 10.04 299,925.00 -
256350022 LC-Sr Lien Ob Fund-1 Interest 313385MQ6 FEDERAL HOME LOAN BANKS - 364,641.59 - - - - 307.19 11.07 364,959.85 -
256350022 LC-Sr Lien Ob Fund-1 Interest 912828UA6 UNITED STATES TREASURY 199,588.00 - - - - - 331.55 (73.55) 199,846.00 420.08
256350022 LC-Sr Lien Ob Fund-1 Interest 05565QCC0 BP CAPITAL MARKETS PLC 299,931.00 - - - - - 468.49 (441.49) 299,958.00 1,661.46
3,569,585.05 4,013,832.75 (1,630,176.68) (2,325,000.00) (32,789.89) (9.50) (3,632.69) (3,141.14) 3,588,667.90 13,618.92
256350023 LC-Sr Lien Reserve Fund-1 31381Q6B7 FN 468066 202,652.40 - - - (774.13) (67.09) (1,045.73) (182.79) 200,582.67 672.50
256350023 LC-Sr Lien Reserve Fund-1 912828XB1 UNITED STATES TREASURY 1,192,452.00 - - - - - (748.55) 520.55 1,192,224.00 9,631.79
256350023 LC-Sr Lien Reserve Fund-1 912828B58 UNITED STATES TREASURY 741,234.70 - - - - - (661.55) (418.85) 740,154.30 2,613.52
256350023 LC-Sr Lien Reserve Fund-1 3137B1U75 FHMS KS01 A2 384,054.60 - - - - - (651.81) 43.81 383,446.60 798.63
256350023 LC-Sr Lien Reserve Fund-1 912828G38 UNITED STATES TREASURY 1,357,438.50 - - - - - (585.43) (211.07) 1,356,642.00 11,473.17
256350023 LC-Sr Lien Reserve Fund-1 31381T4E7 FN 470721 277,192.56 - - - (1,538.74) (59.51) (565.25) (240.17) 274,788.89 599.69
256350023 LC-Sr Lien Reserve Fund-1 31381PEB0 FN 466430 268,508.59 - - - (1,124.44) (31.17) (558.49) (781.63) 266,012.87 721.43
29
Page 11 of 36
Source
Account Account Identifier Description
Beginning Base
Market Value Base Purchases Base Sales
Base Maturities and
Redemptions Base Paydowns
Net Total Realized
Gain/Loss
Base
Amortization/A
ccretion
Base Change In
Net Unrealized
Gain/Loss
Ending Base
Market Value
Ending Accrued
Income Balance
91 CIP STAMP Portfolio Transaction Report by Account
Quarter ended September 30, 2017
256350023 LC-Sr Lien Reserve Fund-1 912828B58 UNITED STATES TREASURY 507,695.00 - - - - - (549.12) (190.88) 506,955.00 1,790.08
256350023 LC-Sr Lien Reserve Fund-1 3136A7MN9 FN 12M8 A2 301,335.00 - - - - - (392.80) 107.80 301,050.00 587.35
256350023 LC-Sr Lien Reserve Fund-1 912828VV9 UNITED STATES TREASURY - 355,837.89 - - - - (377.92) (440.97) 355,019.00 636.91
256350023 LC-Sr Lien Reserve Fund-1 3137EADB2 FREDDIE MAC 204,198.00 - - - - - (341.57) (308.43) 203,548.00 1,029.17
256350023 LC-Sr Lien Reserve Fund-1 912828VV9 UNITED STATES TREASURY 152,413.50 - - - - - (268.22) 5.72 152,151.00 272.96
256350023 LC-Sr Lien Reserve Fund-1 3137EADB2 FREDDIE MAC 204,198.00 - - - - - (260.61) (389.39) 203,548.00 1,029.17
256350023 LC-Sr Lien Reserve Fund-1 3138L76A9 FN AM7164 126,998.75 - - - - - (247.05) (116.70) 126,635.00 269.79
256350023 LC-Sr Lien Reserve Fund-1 912828B58 UNITED STATES TREASURY 101,539.00 - - - - - (244.43) 96.43 101,391.00 358.02
256350023 LC-Sr Lien Reserve Fund-1 31395EZP5 FHR 2835G MD 32,224.78 - - - (6,621.27) (141.03) (176.21) (124.01) 25,162.26 93.32
256350023 LC-Sr Lien Reserve Fund-1 912828B58 UNITED STATES TREASURY 147,231.55 - - - - - (174.51) (40.09) 147,016.95 519.12
256350023 LC-Sr Lien Reserve Fund-1 38376T5Z1 GNR 104A PD 117,611.08 - - - (6,243.51) (230.49) (146.33) 4.25 110,995.00 271.63
256350023 LC-Sr Lien Reserve Fund-1 912828B58 UNITED STATES TREASURY 116,769.85 - - - - - (106.58) (63.62) 116,599.65 411.72
256350023 LC-Sr Lien Reserve Fund-1 3137AUPE3 FHMS K021 A2 145,199.52 - - - - - (97.97) (315.31) 144,786.24 287.52
256350023 LC-Sr Lien Reserve Fund-1 38376GB33 GNR 116 BA 248,917.41 - - - (5,163.51) (115.91) (97.53) (18.65) 243,521.82 703.49
256350023 LC-Sr Lien Reserve Fund-1 912828VV9 UNITED STATES TREASURY 86,367.65 - - - - - (83.51) (65.24) 86,218.90 154.68
256350023 LC-Sr Lien Reserve Fund-1 3136A4M48 FN 12M3A 1A1 277,493.29 - - - (13,370.62) (8.45) (71.62) (519.50) 263,523.10 461.37
256350023 LC-Sr Lien Reserve Fund-1 38378XP62 GNR 14166 PL 365,734.05 - - - (26,307.26) (296.13) (48.40) (336.93) 338,745.32 716.18
256350023 LC-Sr Lien Reserve Fund-1 38377RVK8 GNR 10166F GP 50,509.31 - - - (2,907.82) (83.49) (44.84) (9.53) 47,463.64 116.35
256350023 LC-Sr Lien Reserve Fund-1 3137AJMF8 FHMS K016 A2 30,999.00 - - - - - (44.83) (85.07) 30,869.10 74.19
256350023 LC-Sr Lien Reserve Fund-1 912828B58 UNITED STATES TREASURY 50,769.50 - - - - - (42.92) (31.08) 50,695.50 179.01
256350023 LC-Sr Lien Reserve Fund-1 38377RVK8 GNR 10166F GP 84,182.18 - - - (4,846.36) (74.78) (41.89) (113.08) 79,106.06 193.91
256350023 LC-Sr Lien Reserve Fund-1 3138EKXL4 FN AL3382 286,375.93 - - - (7,259.63) 76.98 (34.56) (705.19) 278,453.53 541.38
256350023 LC-Sr Lien Reserve Fund-1 38378B6A2 GNR 1312A AB 123,276.19 - - - (3,434.97) 108.50 (30.72) (218.35) 119,700.65 189.66
256350023 LC-Sr Lien Reserve Fund-1 912828V49 UNITED STATES TREASURY - 56,282.85 - - - - (27.20) (1,191.37) 55,064.28 44.30
256350023 LC-Sr Lien Reserve Fund-1 31417YKF3 FN MA0293 103,988.43 - - - (5,995.61) (323.43) (17.37) 12.28 97,664.30 340.19
256350023 LC-Sr Lien Reserve Fund-1 38380AZ34 GNR 16147C DA 173,395.62 - - - (2,957.04) (76.58) (13.68) (585.39) 169,762.94 416.10
256350023 LC-Sr Lien Reserve Fund-1 38378TAF7 GNR 1371A GA 177,710.20 - - - (8,086.27) 5.79 (10.83) (289.05) 169,329.84 348.79
256350023 LC-Sr Lien Reserve Fund-1 912828SA9 UNITED STATES TREASURY - 179,502.72 - - - - (10.23) (478.17) 179,014.32 47.28
256350023 LC-Sr Lien Reserve Fund-1 36202F2H8 G2 005276 217,668.14 - - - (14,439.16) (531.22) (9.51) 292.28 202,980.52 490.43
256350023 LC-Sr Lien Reserve Fund-1 31392JJ83 FNR 0317D HC 3,694.28 - - - (1,856.21) (12.65) (7.64) (34.49) 1,783.28 7.41
256350023 LC-Sr Lien Reserve Fund-1 38378CRT6 GNR 1213E EG 74,695.84 - - - (5,278.14) 146.45 (7.48) (161.81) 69,394.86 116.55
256350023 LC-Sr Lien Reserve Fund-1 912828K33 UNITED STATES TREASURY 120,252.95 - (120,967.75) - - (836.99) (3.65) 1,555.43 - -
256350023 LC-Sr Lien Reserve Fund-1 3138L33G8 FN AM3498 100,411.00 - - - - - (1.09) (238.91) 100,171.00 167.50
256350023 LC-Sr Lien Reserve Fund-1 3137ATRW4 FHMS K020 A2 125,998.75 - - - - - (1.00) (96.50) 125,901.25 247.19
256350023 LC-Sr Lien Reserve Fund-1 31385XBG1 FN 555439 79.57 - - - (67.80) (0.24) (0.10) 0.26 11.70 0.06
256350023 LC-Sr Lien Reserve Fund-1 9AMMF05B2 U.S. BANK MONEY MARKET ACCOUNT FUND 905,724.17 393,014.31 (1,166,502.91) - - - - - 132,235.57 -
256350023 LC-Sr Lien Reserve Fund-1 912828WT3 UNITED STATES TREASURY 625,000.00 (624,975.59) - - - - - (24.41) - -
256350023 LC-Sr Lien Reserve Fund-1 38378KSL4 GNR 1374 AL 215,628.75 - - - - - 2.12 339.88 215,970.75 524.53
256350023 LC-Sr Lien Reserve Fund-1 38378KWU9 GNR 1396 A 15,279.91 - - - (124.91) 2.10 2.71 (36.34) 15,123.47 18.41
256350023 LC-Sr Lien Reserve Fund-1 38377JZ89 GNR 10117A GK 86,069.39 - - - (7,376.20) (155.65) 7.32 (200.26) 78,344.60 221.61
256350023 LC-Sr Lien Reserve Fund-1 38378KXW4 GNR 13105 A 180,706.20 - - - (2,678.70) 11.74 8.84 890.61 178,938.69 257.77
256350023 LC-Sr Lien Reserve Fund-1 38378BX20 GNR 12132 AB 42,341.17 - (41,759.60) - (654.74) 35.56 9.68 27.93 - -
256350023 LC-Sr Lien Reserve Fund-1 38377RSZ9 GNR 10162D PQ 28,313.69 - - - (2,661.04) (98.88) 10.27 88.36 25,652.39 93.18
256350023 LC-Sr Lien Reserve Fund-1 912828L99 UNITED STATES TREASURY - 149,513.67 - - - - 13.06 (768.73) 148,758.00 863.11
256350023 LC-Sr Lien Reserve Fund-1 38378KWU9 GNR 1396 A 57,299.66 - - - (468.42) 10.82 14.01 (143.07) 56,713.01 69.05
256350023 LC-Sr Lien Reserve Fund-1 912828WT3 UNITED STATES TREASURY - 624,975.59 - (625,000.00) - - 24.41 - - -
256350023 LC-Sr Lien Reserve Fund-1 38378KSL4 GNR 1374 AL 191,670.00 - - - - - 28.23 275.77 191,974.00 466.25
256350023 LC-Sr Lien Reserve Fund-1 38378B7F0 GNR 1333 B 192,880.00 - - - - - 46.28 141.72 193,068.00 378.83
256350023 LC-Sr Lien Reserve Fund-1 912828UF5 UNITED STATES TREASURY 74,382.00 - (74,736.33) - - 393.10 54.92 (93.69) - -
256350023 LC-Sr Lien Reserve Fund-1 38379KDN5 GNR 1529 AD 171,170.42 - - - (3,687.75) 83.15 64.84 (367.29) 167,263.37 305.08
256350023 LC-Sr Lien Reserve Fund-1 38378KRS0 GNR 1378 AG 436,563.00 - - - - - 121.52 (1,021.52) 435,663.00 895.72
256350023 LC-Sr Lien Reserve Fund-1 38378B7F0 GNR 1333 B 241,100.00 - - - - - 132.48 102.52 241,335.00 473.54
256350023 LC-Sr Lien Reserve Fund-1 912828VA5 UNITED STATES TREASURY 158,236.80 - - - - - 144.95 (149.75) 158,232.00 753.26
256350023 LC-Sr Lien Reserve Fund-1 3137ASNH3 FHMS K019 A1 256,244.40 - - - (15,488.47) 178.36 170.25 (480.92) 240,623.62 294.95
256350023 LC-Sr Lien Reserve Fund-1 912828L57 UNITED STATES TREASURY - 545,595.70 - - - - 172.83 (839.53) 544,929.00 26.44
256350023 LC-Sr Lien Reserve Fund-1 3137EADR7 FREDDIE MAC 471,841.25 - - - - - 174.44 390.81 472,406.50 2,721.35
256350023 LC-Sr Lien Reserve Fund-1 38376WA62 GNR 1015C PD 73,642.24 - - - (7,898.39) (425.33) 214.73 (376.94) 65,156.33 205.40
256350023 LC-Sr Lien Reserve Fund-1 912828SA9 UNITED STATES TREASURY 269,659.90 - - - - - 253.45 1,320.46 271,233.81 71.64
256350023 LC-Sr Lien Reserve Fund-1 3136A72D3 FN 12M9 A2 386,041.54 - - - (18,220.60) 523.82 306.60 (1,788.10) 366,863.25 751.72
256350023 LC-Sr Lien Reserve Fund-1 3135G0D75 FEDERAL NATIONAL MORTGAGE ASSOCIATION 598,536.00 - - - - - 318.32 (534.32) 598,320.00 2,475.00
256350023 LC-Sr Lien Reserve Fund-1 912828V49 UNITED STATES TREASURY 223,670.84 - - - - - 320.08 1,272.05 225,262.97 181.23
256350023 LC-Sr Lien Reserve Fund-1 3136AHAE0 FN 13M14 APT 216,155.67 - - - (16,653.75) (311.95) 381.30 (481.32) 199,089.95 429.55
256350023 LC-Sr Lien Reserve Fund-1 3137AUPE3 FHMS K021 A2 236,957.55 - - - - - 397.82 (1,072.27) 236,283.10 469.22
256350023 LC-Sr Lien Reserve Fund-1 912828L57 UNITED STATES TREASURY 842,333.00 - - - - - 404.04 (574.04) 842,163.00 40.87
256350023 LC-Sr Lien Reserve Fund-1 3138EJPZ5 FN AL2239 318,926.10 - - - (1,697.91) (86.17) 429.22 (1,361.72) 316,209.53 765.20
256350023 LC-Sr Lien Reserve Fund-1 3137EADB2 FREDDIE MAC 561,544.50 - - - - - 606.49 (2,393.99) 559,757.00 2,830.21
256350023 LC-Sr Lien Reserve Fund-1 912828L99 UNITED STATES TREASURY 1,090,980.00 - - - - - 681.60 (769.60) 1,090,892.00 6,329.48
18,452,364.84 1,679,747.14 (1,403,966.59) (625,000.00) (195,883.37) (2,390.76) (3,333.94) (14,991.08) 17,886,546.25 62,536.13
94,678,110.70 176,647,073.51 (93,894,995.83) (104,342,024.55) (1,385,435.05) (7,381.15) 4,009.81 (4,896.70) 71,694,460.74 222,622.13
30
*Negative cash reflects securities in transit at month end
91 CIP STAMP Portfolio Summary of Investments for quarter ended September 30, 2017
Credit Rating Industry Group
Asset Class Security Type Market Sector
ATTACHMENT 5
31
*Negative cash reflects securities in transit at month end
91 CIP STAMP Portfolio
Series A & Series B Reserve Fund Summary of Investments for quarter ended September 30, 2017
Credit Rating Industry Group
Asset Class Security Type Market Sector
ATTACHMENT 6
32
91 CIP STAMP Portfolio
Toll Revenue Project Capitalized Interest Fund Summary of Investments for quarter ended September 30, 2017
Credit Rating Industry Group
Asset Class Security Type Market Sector
ATTACHMENT 7
33
91 CIP STAMP Portfolio
Sales Tax Revenue Capitalized Interest Fund Summary of Investments for quarter ended September 30, 2017
Credit Rating Industry Group
Asset Class Security Type Market Sector
ATTACHMENT 8
34
91 CIP STAMP Portfolio
Sales Tax Equity Fund Summary of Investments for quarter ended September 30, 2017
Credit Rating Industry Group
Asset Class Security Type Market Sector
ATTACHMENT 9
35
Page 17 of 36
Source
Account Account Identifier
Security Type
Category Issuer
Final
Maturity Trade Date Current Face Value Original Cost
Next Call
Date Base Market Value
Base Net Total
Unrealized
Gain/Loss Coupon Yield
Summarized
Credit Rating
245490001 LC-RCTC 2017 PRJ: Sales Tax 3137ANMN2 Agency CMO Federal Home Loan Mortgage Corp 12/25/2018 07/20/2017 1,800,000.00 1,812,164.06 ---1,807,470.00 (2,676.08)2.220 1.726 AAA
245490001 LC-RCTC 2017 PRJ: Sales Tax 31392J6N4 Agency CMO Federal National Mortgage Association 04/25/2023 07/20/2017 790,213.54 845,158.08 ---842,209.59 (2,596.05)5.500 2.143 AAA
245490001 LC-RCTC 2017 PRJ: Sales Tax 31283K5N4 Agency MBS Federal Home Loan Mortgage Corp 08/01/2020 07/20/2017 1,236,801.80 1,279,896.61 ---1,269,935.72 (9,072.67)5.000 2.214 AAA
245490001 LC-RCTC 2017 PRJ: Sales Tax 161571GQ1 Asset Backed Chase Issuance Trust 11/15/2017 09/14/2017 100,000.00 99,968.75 ---100,007.00 31.12 1.380 1.329 AAA
245490001 LC-RCTC 2017 PRJ: Sales Tax 43814JAC8 Asset Backed Honda Auto Receivables 2014-4 Owner Trust 09/17/2018 07/19/2017 48,391.08 48,336.26 ---48,365.92 14.02 0.990 1.331 AAA
245490001 LC-RCTC 2017 PRJ: Sales Tax 43814JAD6 Asset Backed Honda Auto Receivables 2014-4 Owner Trust 10/15/2020 07/19/2017 2,355,000.00 2,355,367.97 ---2,354,976.45 (314.76)1.460 1.466 AAA
245490001 LC-RCTC 2017 PRJ: Sales Tax 89190AAD2 Asset Backed Toyota Auto Receivables 2014-C Owner Trust 04/15/2020 07/19/2017 2,000,000.00 1,999,687.50 ---1,999,540.00 (233.97)1.440 1.494 AAA
245490001 LC-RCTC 2017 PRJ: Sales Tax 58769AAD8 Asset Backed Mercedes-Benz Auto Lease Trust 2015-B 07/16/2018 07/20/2017 457,843.00 457,771.47 ---457,788.06 (7.44)1.340 1.450 AAA
245490001 LC-RCTC 2017 PRJ: Sales Tax 65478QAD0 Asset Backed Nissan Auto Lease Trust 2016-A 03/15/2019 07/19/2017 2,000,000.00 745.00 ---1,999,760.00 1,995,830.10 1.490 1.516 AAA
245490001 LC-RCTC 2017 PRJ: Sales Tax 161571HG2 Asset Backed Chase Issuance Trust 01/16/2018 07/20/2017 2,000,000.00 1,996,875.00 ---1,998,360.00 281.15 1.100 1.381 AAA
245490001 LC-RCTC 2017 PRJ: Sales Tax 05581QAE8 Asset Backed BMW Vehicle Lease Trust 2015-2 02/20/2019 07/19/2017 2,000,000.00 2,000,937.50 ---2,000,400.00 (246.97)1.550 1.508 AAA
240907004 LC-RCTC Toll Revenue: - I-15 65477PAD3 Asset Backed Nissan Auto Receivables 2014-A Owner Trust 08/17/2020 07/25/2017 798,253.93 797,910.93 ---798,022.43 93.80 1.340 1.416 AAA
240907004 LC-RCTC Toll Revenue: - I-15 587729AD6 Asset Backed Mercedes-Benz Auto Receivables Trust 2014-1 11/16/2020 07/25/2017 765,000.00 764,551.76 ---764,892.90 258.24 1.310 1.341 AAA
240907004 LC-RCTC Toll Revenue: - I-15 43814KAD3 Asset Backed Honda Auto Receivables 2015-1 Owner Trust 11/16/2020 07/24/2017 887,000.00 885,995.19 ---886,521.02 360.51 1.320 1.396 AAA
240907004 LC-RCTC Toll Revenue: - I-15 47787UAE3 Asset Backed John Deere Owner Trust 2015 12/15/2021 07/24/2017 747,000.00 747,350.16 ---747,014.94 (272.80)1.650 1.653 AAA
240907004 LC-RCTC Toll Revenue: - I-15 43814LAC3 Asset Backed Honda Auto Receivables 2015-4 Owner Trust 09/23/2019 07/24/2017 1,451,583.51 1,448,521.57 ---1,449,101.30 127.22 1.230 1.489 AAA
240907004 LC-RCTC Toll Revenue: - I-15 161571HC1 Asset Backed Chase Issuance Trust 06/17/2019 07/26/2017 750,000.00 745,576.17 ---745,095.00 (820.69)1.370 1.763 AAA
240907004 LC-RCTC Toll Revenue: - I-15 05581QAE8 Asset Backed BMW Vehicle Lease Trust 2015-2 02/20/2019 07/28/2017 965,000.00 965,414.64 ---965,193.00 (113.32)1.550 1.508 AAA
240907004 LC-RCTC Toll Revenue: - I-15 05582XAD4 Asset Backed Bmw Vehicle Lease Trust 2016-2 09/20/2019 07/27/2017 965,000.00 963,002.14 ---962,047.10 (1,233.19)1.430 1.769 AAA
240907004 LC-RCTC Toll Revenue: - I-15 58768MAC5 Asset Backed Mercedes-Benz Auto Lease Trust 2016-B 08/15/2019 07/25/2017 1,000,000.00 997,695.31 ---997,260.00 (793.04)1.350 1.694 AAA
240907004 LC-RCTC Toll Revenue: - I-15 58769DAD2 Asset Backed Mercedes-Benz Auto Lease Trust 2017-A 03/16/2020 07/27/2017 965,000.00 965,942.38 ---966,109.75 257.49 1.790 1.710 AAA
245490001 LC-RCTC 2017 PRJ: Sales Tax 22549V5V1 CD Credit Suisse Group AG 11/07/2017 09/22/2017 1,150,000.00 1,150,191.36 ---1,150,218.50 53.84 1.410 1.223 AAA
245490001 LC-RCTC 2017 PRJ: Sales Tax 65602UPZ5 CD The Norinchukin Bank 10/27/2017 07/20/2017 3,000,000.00 3,001,425.39 ---3,000,660.00 285.66 1.500 1.197 AAA
245490001 LC-RCTC 2017 PRJ: Sales Tax 05582WZS6 CD BNP Paribas 01/22/2018 07/20/2017 3,000,000.00 3,000,000.00 ---3,001,170.00 1,170.00 1.450 1.323 AAA
245490001 LC-RCTC 2017 PRJ: Sales Tax 06538NFU6 CD The Bank of Tokyo-Mitsubishi UFJ, Ltd.10/13/2017 09/14/2017 1,100,000.00 1,100,186.98 ---1,100,143.00 65.63 1.540 1.162 AAA
245490001 LC-RCTC 2017 PRJ: Sales Tax 83369YTU0 CD Societe Generale 10/31/2017 09/18/2017 1,150,000.00 1,150,045.26 ---1,150,115.00 82.67 1.310 1.192 AAA
240907004 LC-RCTC Toll Revenue: - I-15 65602UES3 CD The Norinchukin Bank 10/12/2017 08/24/2017 2,000,000.00 2,001,985.90 ---2,000,620.00 164.90 2.019 1.155 AAA
240907004 LC-RCTC Toll Revenue: - I-15 86563YHD8 CD Sumitomo Mitsui Banking Corporation 10/12/2017 07/26/2017 2,500,000.00 2,500,996.63 ---2,500,275.00 103.71 1.500 1.153 AAA
240907004 LC-RCTC Toll Revenue: - I-15 83369YEX0 CD Societe Generale 10/20/2017 09/25/2017 1,950,000.00 1,950,288.66 ---1,950,273.00 53.62 1.450 1.181 AAA
240907004 LC-RCTC Toll Revenue: - I-15 63873FY93 CD Natixis 11/01/2017 08/22/2017 1,600,000.00 1,601,517.84 ---1,600,832.00 159.81 1.801 1.229 AAA
240907004 LC-RCTC Toll Revenue: - I-15 17305TSH6 CD Citibank, N.A.11/27/2017 07/25/2017 2,500,000.00 2,500,000.00 ---2,500,000.00 0.00 1.320 1.317 AAA
240907004 LC-RCTC Toll Revenue: - I-15 05582WZT4 CD BNP Paribas 12/08/2017 07/25/2017 2,500,000.00 2,500,000.00 ---2,500,675.00 675.00 1.360 1.216 AAA
240907004 LC-RCTC Toll Revenue: - I-15 17305TRV6 CD Citibank, N.A.10/04/2017 09/14/2017 1,625,000.00 1,625,105.48 ---1,625,000.00 (15.82)1.320 1.316 AAA
240907004 LC-RCTC Toll Revenue: - I-15 06538NFU6 CD The Bank of Tokyo-Mitsubishi UFJ, Ltd.10/13/2017 09/14/2017 1,900,000.00 1,900,322.96 ---1,900,247.00 113.36 1.540 1.162 AAA
240907004 LC-RCTC Toll Revenue: - I-15 89113XFD1 CD The Toronto-Dominion Bank 10/16/2017 09/15/2017 2,000,000.00 2,000,000.00 ---2,000,000.00 0.00 1.180 1.179 AAA
240907004 LC-RCTC Toll Revenue: - I-15 22534HQ38 CD Credit Agricole Corporate and Investment Bank 10/18/2017 09/18/2017 1,900,000.00 1,900,000.00 ---1,900,000.00 0.00 1.170 1.170 AAA
240907004 LC-RCTC Toll Revenue: - I-15 60683BBF9 CD Mitsubishi UFJ Trust & Banking Corp 10/20/2017 09/19/2017 1,950,000.00 1,950,000.00 ---1,949,980.50 (19.50)1.210 1.228 AAA
245490001 LC-RCTC 2017 PRJ: Sales Tax 46640PX24 CP J.P. Morgan Securities LLC 10/02/2017 09/14/2017 850,000.00 849,518.33 ---850,000.00 28.33 0.000 0.000 AAA
245490001 LC-RCTC 2017 PRJ: Sales Tax 87019RXG6 CP Swedbank AB 10/16/2017 09/26/2017 450,000.00 449,700.00 ---449,788.50 13.50 0.000 1.061 AAA
245490001 LC-RCTC 2017 PRJ: Sales Tax 4497W0XA1 CP ING (U.S.) Funding LLC 10/10/2017 09/25/2017 1,125,000.00 1,124,512.50 ---1,124,696.25 33.75 0.000 0.974 AAA
245490001 LC-RCTC 2017 PRJ: Sales Tax 34108AXH5 CP Florida Power & Light Company 10/17/2017 07/20/2017 3,000,000.00 2,989,987.50 ---2,998,500.00 300.00 0.000 1.062 AAA
245490001 LC-RCTC 2017 PRJ: Sales Tax 61979JX44 CP Motiva Enterprises LLC 10/04/2017 09/06/2017 1,125,000.00 1,123,687.50 ---1,124,921.25 61.88 0.000 0.631 AA
245490001 LC-RCTC 2017 PRJ: Sales Tax 43357LXB3 CP HITACHI CAPITAL AMERICA CORP 10/11/2017 09/11/2017 1,125,000.00 1,123,640.63 ---1,124,662.50 131.25 0.000 0.984 AA
245490001 LC-RCTC 2017 PRJ: Sales Tax 78355AXP4 CP Ryder System, Inc.10/23/2017 09/18/2017 425,000.00 424,446.08 ---424,698.25 56.67 0.000 1.115 AA
245490001 LC-RCTC 2017 PRJ: Sales Tax 71112JXC3 CP The Peoples Gas Light And Coke Company 10/12/2017 09/28/2017 1,125,000.00 1,124,463.75 ---1,124,617.50 71.25 0.000 1.023 AAA
245490001 LC-RCTC 2017 PRJ: Sales Tax 23336GXX4 CP DTE Electric Company 10/31/2017 09/28/2017 1,000,000.00 998,845.00 ---999,030.00 80.00 0.000 1.130 AAA
240907004 LC-RCTC Toll Revenue: - I-15 4497W0Y10 CP ING (U.S.) Funding LLC 11/01/2017 08/24/2017 1,700,000.00 1,695,796.75 ---1,698,283.00 171.42 0.000 1.140 AAA
240907004 LC-RCTC Toll Revenue: - I-15 22533TX27 CP Credit Agricole Corporate and Investment Bank 10/02/2017 09/01/2017 2,500,000.00 2,497,395.15 ---2,500,000.00 84.03 0.000 0.000 AAA
240907004 LC-RCTC Toll Revenue: - I-15 4497W0XA1 CP ING (U.S.) Funding LLC 10/10/2017 09/05/2017 1,086,000.00 1,084,722.44 ---1,085,706.78 35.30 0.000 0.974 AAA
240907004 LC-RCTC Toll Revenue: - I-15 00280NXH8 CP Abbey National Treasury Services PLC 10/17/2017 09/26/2017 1,800,000.00 1,798,718.99 ---1,799,100.00 76.01 0.000 1.062 AAA
240907004 LC-RCTC Toll Revenue: - I-15 63873JXX3 CP Natixis 10/31/2017 09/07/2017 1,000,000.00 998,110.00 ---999,030.00 80.00 0.000 1.130 AAA
240907004 LC-RCTC Toll Revenue: - I-15 87019RYF7 CP Swedbank AB 11/15/2017 07/25/2017 2,500,000.00 2,489,720.15 ---2,496,125.00 845.34 0.000 1.218 AAA
240907004 LC-RCTC Toll Revenue: - I-15 46640PY64 CP J.P. Morgan Securities LLC 11/06/2017 07/25/2017 2,500,000.00 2,490,343.75 ---2,496,925.00 830.90 0.000 1.201 AAA
240907004 LC-RCTC Toll Revenue: - I-15 61979JX44 CP Motiva Enterprises LLC 10/04/2017 09/06/2017 1,975,000.00 1,972,695.83 ---1,974,861.75 108.63 0.000 0.631 AA
240907004 LC-RCTC Toll Revenue: - I-15 43357LXA5 CP Hitachi Capital America Corp.10/10/2017 09/08/2017 1,950,000.00 1,947,348.00 ---1,949,473.50 219.38 0.000 0.974 AA
240907004 LC-RCTC Toll Revenue: - I-15 23336GXA4 CP DTE Electric Company 10/10/2017 09/15/2017 1,000,000.00 999,125.00 ---999,730.00 45.00 0.000 0.974 AAA
240907004 LC-RCTC Toll Revenue: - I-15 78355AXP4 CP Ryder System, Inc.10/23/2017 09/18/2017 1,950,000.00 1,947,458.51 ---1,948,615.50 259.99 0.000 1.115 AA
240907004 LC-RCTC Toll Revenue: - I-15 92780JXD8 CP Virginia Electric and Power Company 10/13/2017 09/20/2017 800,000.00 799,320.22 ---799,704.00 58.67 0.000 1.027 AAA
240907004 LC-RCTC Toll Revenue: - I-15 92780JXB2 CP Virginia Electric and Power Company 10/11/2017 09/22/2017 1,975,000.00 1,973,850.12 ---1,974,407.50 126.18 0.000 0.984 AAA
240907004 LC-RCTC Toll Revenue: - I-15 71112JXC3 CP The Peoples Gas Light And Coke Company 10/12/2017 09/28/2017 2,225,000.00 2,223,939.41 ---2,224,243.50 140.92 0.000 1.023 AAA
240907004 LC-RCTC Toll Revenue: - I-15 26055AXP6 CP The Dow Chemical Company 10/23/2017 09/29/2017 1,800,000.00 1,798,488.00 ---1,798,722.00 108.00 0.000 1.115 AA
240907004 LC-RCTC Toll Revenue: - I-15 23336GY39 CP DTE Electric Company 11/03/2017 09/29/2017 1,000,000.00 998,784.72 ---998,870.00 15.84 0.000 1.201 AAA
245490001 LC-RCTC 2017 PRJ: Sales Tax 38141GVK7 Corporate The Goldman Sachs Group, Inc.04/30/2018 07/20/2017 2,000,000.00 2,014,500.00 ---2,011,800.00 794.60 2.511 1.542 A
245490001 LC-RCTC 2017 PRJ: Sales Tax 06051GEY1 Corporate Bank of America Corporation 01/15/2019 07/19/2017 1,500,000.00 1,518,015.00 ---1,514,745.00 (968.08)2.344 1.619 BBB
245490001 LC-RCTC 2017 PRJ: Sales Tax 89114QAV0 Corporate The Toronto-Dominion Bank 11/05/2019 07/20/2017 2,000,000.00 2,019,800.00 ---2,015,340.00 (2,930.40)2.250 1.875 AA
245490001 LC-RCTC 2017 PRJ: Sales Tax 21688AAD4 Corporate Cooperatieve Rabobank U.A.01/14/2020 07/20/2017 2,000,000.00 2,016,800.00 ---2,012,740.00 (2,847.30)2.250 1.964 AA
245490001 LC-RCTC 2017 PRJ: Sales Tax 172967JQ5 Corporate Citigroup Inc.04/27/2018 07/20/2017 1,950,000.00 1,957,117.50 ---1,954,953.00 (430.42)2.007 1.596 BBB
245490001 LC-RCTC 2017 PRJ: Sales Tax 61746BDY9 Corporate Morgan Stanley 02/01/2019 07/20/2017 1,950,000.00 1,981,200.00 ---1,977,768.00 334.49 2.686 1.651 A
245490001 LC-RCTC 2017 PRJ: Sales Tax 94988J5G8 Corporate Wells Fargo Bank, National Association 12/06/2019 07/19/2017 2,000,000.00 2,014,280.00 ---2,010,560.00 (2,633.21)2.150 1.902 AA
245490001 LC-RCTC 2017 PRJ: Sales Tax 06367TPX2 Corporate Bank of Montreal 12/12/2019 07/19/2017 1,630,000.00 1,637,318.70 ---1,635,851.70 (915.49)2.100 1.932 A
2017 Financing STAMP Portfolio by Investment Category for quarter ended September 30, 2017
ATTACHMENT 10
36
Page 18 of 36
Source
Account Account Identifier
Security Type
Category Issuer
Final
Maturity Trade Date Current Face Value Original Cost
Next Call
Date Base Market Value
Base Net Total
Unrealized
Gain/Loss Coupon Yield
Summarized
Credit Rating
2017 Financing STAMP Portfolio by Investment Category for quarter ended September 30, 2017
245490001 LC-RCTC 2017 PRJ: Sales Tax 865622CF9 Corporate Sumitomo Mitsui Banking Corporation 01/11/2019 07/19/2017 2,000,000.00 2,008,280.00 ---2,008,400.00 1,172.41 1.845 1.549 A
245490001 LC-RCTC 2017 PRJ: Sales Tax 0258M0EJ4 Corporate American Express Credit Corporation 05/03/2019 07/19/2017 2,000,000.00 2,006,000.00 04/02/2019 2,005,060.00 (309.40)1.641 1.499 A
245490001 LC-RCTC 2017 PRJ: Sales Tax 375558BQ5 Corporate Gilead Sciences, Inc.09/20/2019 09/14/2017 340,000.00 340,000.00 ---340,714.00 714.00 1.576 1.477 A
240907004 LC-RCTC Toll Revenue: - I-15 38141EA25 Corporate The Goldman Sachs Group, Inc.02/15/2019 07/25/2017 1,000,000.00 1,084,540.00 ---1,074,010.00 (2,562.92)7.500 2.023 A
240907004 LC-RCTC Toll Revenue: - I-15 46625HHL7 Corporate JPMorgan Chase & Co.04/23/2019 07/25/2017 1,000,000.00 1,075,520.00 ---1,067,080.00 (2,114.45)6.300 1.931 A
240907004 LC-RCTC Toll Revenue: - I-15 03523TAN8 Corporate Anheuser-Busch InBev Worldwide Inc.01/15/2020 07/26/2017 1,000,000.00 1,084,440.00 ---1,076,070.00 (3,451.39)5.375 1.967 A
240907004 LC-RCTC Toll Revenue: - I-15 38141EA58 Corporate The Goldman Sachs Group, Inc.03/15/2020 07/26/2017 500,000.00 540,800.00 ---537,135.00 (1,468.12)5.375 2.255 A
240907004 LC-RCTC Toll Revenue: - I-15 94973VBE6 Corporate Anthem, Inc.07/15/2018 07/26/2017 1,500,000.00 1,509,105.00 ---1,506,495.00 (1,208.11)2.300 1.747 A
240907004 LC-RCTC Toll Revenue: - I-15 74432QBW4 Corporate Prudential Financial, Inc.08/15/2018 07/26/2017 1,500,000.00 1,510,920.00 ---1,509,735.00 357.35 2.300 1.552 A
240907004 LC-RCTC Toll Revenue: - I-15 718172BF5 Corporate Philip Morris International Inc.01/15/2019 07/26/2017 1,000,000.00 1,003,040.00 ---1,002,660.00 (77.21)1.875 1.666 A
240907004 LC-RCTC Toll Revenue: - I-15 61746BDM5 Corporate Morgan Stanley 01/24/2019 07/25/2017 1,000,000.00 1,009,060.00 ---1,008,360.00 189.00 2.500 1.855 A
240907004 LC-RCTC Toll Revenue: - I-15 0258M0DK2 Corporate American Express Credit Corporation 03/18/2019 07/25/2017 1,000,000.00 1,006,560.00 ---1,005,440.00 (545.39)2.125 1.748 A
240907004 LC-RCTC Toll Revenue: - I-15 06051GFD6 Corporate Bank of America Corporation 04/01/2019 07/26/2017 1,000,000.00 1,012,030.00 ---1,009,000.00 (2,000.03)2.650 2.040 BBB
240907004 LC-RCTC Toll Revenue: - I-15 172967HM6 Corporate Citigroup Inc.04/08/2019 07/25/2017 1,000,000.00 1,010,110.00 ---1,008,610.00 (643.74)2.550 1.974 BBB
240907004 LC-RCTC Toll Revenue: - I-15 22546QAN7 Corporate Credit Suisse AG 05/28/2019 07/26/2017 1,000,000.00 1,009,340.00 ---1,006,520.00 (2,085.69)2.300 1.899 A
240907004 LC-RCTC Toll Revenue: - I-15 89114QAS7 Corporate The Toronto-Dominion Bank 07/02/2019 07/27/2017 1,000,000.00 1,007,670.00 ---1,005,070.00 (2,026.60)2.125 1.830 AA
240907004 LC-RCTC Toll Revenue: - I-15 90261XHE5 Corporate UBS AG 08/14/2019 07/25/2017 850,000.00 857,505.50 ---857,191.00 214.27 2.375 1.913 A
240907004 LC-RCTC Toll Revenue: - I-15 40428HPN6 Corporate HSBC USA Inc.11/13/2019 07/26/2017 1,000,000.00 1,010,720.00 ---1,007,120.00 (2,936.14)2.375 2.036 A
240907004 LC-RCTC Toll Revenue: - I-15 17401QAB7 Corporate Citizens Bank, National Association 12/04/2019 07/26/2017 1,000,000.00 1,008,450.00 11/04/2019 1,007,660.00 (260.06)2.450 2.075 A
240907004 LC-RCTC Toll Revenue: - I-15 46625HKA7 Corporate JPMorgan Chase & Co.01/23/2020 07/25/2017 500,000.00 503,005.00 12/23/2019 502,690.00 (136.13)2.250 2.002 A
240907004 LC-RCTC Toll Revenue: - I-15 61747YDW2 Corporate Morgan Stanley 01/27/2020 07/25/2017 500,000.00 506,130.00 ---505,730.00 (48.70)2.650 2.142 A
240907004 LC-RCTC Toll Revenue: - I-15 780082AA1 Corporate Royal Bank of Canada 02/05/2020 07/26/2017 1,500,000.00 1,497,390.00 ---1,496,625.00 (913.40)1.875 1.973 AAA
240907004 LC-RCTC Toll Revenue: - I-15 172967JJ1 Corporate Citigroup Inc.02/18/2020 07/25/2017 500,000.00 503,600.00 ---503,725.00 325.27 2.400 2.078 BBB
240907004 LC-RCTC Toll Revenue: - I-15 446438RN5 Corporate Huntington National Bank, The 06/30/2018 07/27/2017 1,500,000.00 1,505,700.00 ---1,503,555.00 (1,215.46)2.000 1.680 A
240907004 LC-RCTC Toll Revenue: - I-15 69353REV6 Corporate PNC Bank, National Association 03/04/2019 07/26/2017 1,000,000.00 1,003,210.00 02/02/2019 1,002,670.00 (235.85)1.950 1.748 A
240907004 LC-RCTC Toll Revenue: - I-15 07330NAL9 Corporate Branch Banking and Trust Company 05/10/2019 07/27/2017 1,000,000.00 995,340.00 04/10/2019 994,330.00 (1,391.88)1.450 1.808 A
240907004 LC-RCTC Toll Revenue: - I-15 49327M2P8 Corporate Keybank National Association 08/22/2019 07/24/2017 1,000,000.00 995,550.00 ---994,640.00 (1,224.17)1.600 1.889 A
240907004 LC-RCTC Toll Revenue: - I-15 24422ETJ8 Corporate John Deere Capital Corporation 10/09/2019 07/26/2017 1,125,000.00 1,114,650.00 ---1,113,401.25 (1,934.21)1.250 1.770 A
240907004 LC-RCTC Toll Revenue: - I-15 06367TPX2 Corporate Bank of Montreal 12/12/2019 07/26/2017 1,000,000.00 1,005,160.00 ---1,003,590.00 (1,260.54)2.100 1.932 A
240907004 LC-RCTC Toll Revenue: - I-15 14912L6Y2 Corporate Caterpillar Financial Services Corporation 01/10/2020 07/26/2017 1,000,000.00 1,008,020.00 ---1,005,320.00 (2,231.61)2.100 1.860 A
240907004 LC-RCTC Toll Revenue: - I-15 0258M0EE5 Corporate American Express Credit Corporation 03/03/2020 07/25/2017 500,000.00 503,990.00 02/01/2020 502,615.00 (1,150.61)2.200 1.970 A
240907004 LC-RCTC Toll Revenue: - I-15 375558BQ5 Corporate Gilead Sciences, Inc.09/20/2019 09/14/2017 595,000.00 595,000.00 ---596,249.50 1,249.50 1.576 1.477 A
245490001 LC-RCTC 2017 PRJ: Sales Tax 9AMMF05B2 MM Fund U.S. Bank Money Market Account Fund 09/30/2017 ---0.00 189,582.58 ---189,582.58 0.00 0.000 0.000 NA
240907004 LC-RCTC Toll Revenue: - I-15 31846V203 MM Fund First American Funds, Inc.09/30/2017 09/29/2017 0.00 364,346.66 ---364,346.66 0.00 0.630 0.620 AAA
245490001 LC-RCTC 2017 PRJ: Sales Tax 6095586A4 Muni Monmouth, County of 11/01/2017 07/19/2017 800,000.00 805,472.00 ---801,808.00 94.55 3.850 1.284 AAA
245490001 LC-RCTC 2017 PRJ: Sales Tax 56045RKF5 Muni Maine Municipal Bond Bank 11/01/2017 07/19/2017 1,020,000.00 1,020,173.40 ---1,020,030.60 (114.68)1.350 1.309 AA
240907004 LC-RCTC Toll Revenue: - I-15 392274A89 Muni Greater Orlando Aviation Authority.10/01/2019 07/26/2017 700,000.00 724,094.00 ---719,964.00 (2,547.32)3.483 2.025 AA
240907004 LC-RCTC Toll Revenue: - I-15 912828F54 US Gov Treasury, United States Department of 10/15/2017 ---6,000,000.00 5,998,593.75 ---5,999,640.00 133.87 0.875 1.008 AAA
240907004 LC-RCTC Toll Revenue: - I-15 912828M23 US Gov Treasury, United States Department of 10/31/2017 09/29/2017 3,500,000.00 3,500,633.98 ---3,500,455.00 (139.36)1.221 1.096 AAA
153,353,086.86 152,528,316.29 154,452,046.26 1,944,368.96
37
Page 19 of 36
Source
Account Account Identifier
Security Type
Category Issuer Final Maturity Trade Date
Current Face
Value Original Cost
Next Call
Date Base Market Value
Base Net Total
Unrealized Gain/Loss Coupon Yield
Summarized
Credit Rating
240907004 LC-RCTC Toll Revenue: - I-15 65477PAD3 Asset Backed Nissan Auto Receivables 2014-A Owner Trust 08/17/2020 07/25/2017 798,253.93 797,910.93 ---798,022.43 93.80 1.340 1.416 AAA
240907004 LC-RCTC Toll Revenue: - I-15 587729AD6 Asset Backed Mercedes-Benz Auto Receivables Trust 2014-1 11/16/2020 07/25/2017 765,000.00 764,551.76 ---764,892.90 258.24 1.310 1.341 AAA
240907004 LC-RCTC Toll Revenue: - I-15 43814KAD3 Asset Backed Honda Auto Receivables 2015-1 Owner Trust 11/16/2020 07/24/2017 887,000.00 885,995.19 ---886,521.02 360.51 1.320 1.396 AAA
240907004 LC-RCTC Toll Revenue: - I-15 47787UAE3 Asset Backed John Deere Owner Trust 2015 12/15/2021 07/24/2017 747,000.00 747,350.16 ---747,014.94 (272.80) 1.650 1.653 AAA
240907004 LC-RCTC Toll Revenue: - I-15 43814LAC3 Asset Backed Honda Auto Receivables 2015-4 Owner Trust 09/23/2019 07/24/2017 1,451,583.51 1,448,521.57 ---1,449,101.30 127.22 1.230 1.489 AAA
240907004 LC-RCTC Toll Revenue: - I-15 161571HC1 Asset Backed Chase Issuance Trust 06/17/2019 07/26/2017 750,000.00 745,576.17 ---745,095.00 (820.69) 1.370 1.763 AAA
240907004 LC-RCTC Toll Revenue: - I-15 05581QAE8 Asset Backed BMW Vehicle Lease Trust 2015-2 02/20/2019 07/28/2017 965,000.00 965,414.64 ---965,193.00 (113.32) 1.550 1.508 AAA
240907004 LC-RCTC Toll Revenue: - I-15 05582XAD4 Asset Backed Bmw Vehicle Lease Trust 2016-2 09/20/2019 07/27/2017 965,000.00 963,002.14 ---962,047.10 (1,233.19) 1.430 1.769 AAA
240907004 LC-RCTC Toll Revenue: - I-15 58768MAC5 Asset Backed Mercedes-Benz Auto Lease Trust 2016-B 08/15/2019 07/25/2017 1,000,000.00 997,695.31 ---997,260.00 (793.04) 1.350 1.694 AAA
240907004 LC-RCTC Toll Revenue: - I-15 58769DAD2 Asset Backed Mercedes-Benz Auto Lease Trust 2017-A 03/16/2020 07/27/2017 965,000.00 965,942.38 ---966,109.75 257.49 1.790 1.710 AAA
240907004 LC-RCTC Toll Revenue: - I-15 65602UES3 CD The Norinchukin Bank 10/12/2017 08/24/2017 2,000,000.00 2,001,985.90 ---2,000,620.00 164.90 2.019 1.155 AAA
240907004 LC-RCTC Toll Revenue: - I-15 86563YHD8 CD Sumitomo Mitsui Banking Corporation 10/12/2017 07/26/2017 2,500,000.00 2,500,996.63 ---2,500,275.00 103.71 1.500 1.153 AAA
240907004 LC-RCTC Toll Revenue: - I-15 83369YEX0 CD Societe Generale 10/20/2017 09/25/2017 1,950,000.00 1,950,288.66 ---1,950,273.00 53.62 1.450 1.181 AAA
240907004 LC-RCTC Toll Revenue: - I-15 63873FY93 CD Natixis 11/01/2017 08/22/2017 1,600,000.00 1,601,517.84 ---1,600,832.00 159.81 1.801 1.229 AAA
240907004 LC-RCTC Toll Revenue: - I-15 17305TSH6 CD Citibank, N.A.11/27/2017 07/25/2017 2,500,000.00 2,500,000.00 ---2,500,000.00 - 1.320 1.317 AAA
240907004 LC-RCTC Toll Revenue: - I-15 05582WZT4 CD BNP Paribas 12/08/2017 07/25/2017 2,500,000.00 2,500,000.00 ---2,500,675.00 675.00 1.360 1.216 AAA
240907004 LC-RCTC Toll Revenue: - I-15 17305TRV6 CD Citibank, N.A.10/04/2017 09/14/2017 1,625,000.00 1,625,105.48 ---1,625,000.00 (15.82) 1.320 1.316 AAA
240907004 LC-RCTC Toll Revenue: - I-15 06538NFU6 CD The Bank of Tokyo-Mitsubishi UFJ, Ltd.10/13/2017 09/14/2017 1,900,000.00 1,900,322.96 ---1,900,247.00 113.36 1.540 1.162 AAA
240907004 LC-RCTC Toll Revenue: - I-15 89113XFD1 CD The Toronto-Dominion Bank 10/16/2017 09/15/2017 2,000,000.00 2,000,000.00 ---2,000,000.00 - 1.180 1.179 AAA
240907004 LC-RCTC Toll Revenue: - I-15 22534HQ38 CD Credit Agricole Corporate and Investment Bank 10/18/2017 09/18/2017 1,900,000.00 1,900,000.00 ---1,900,000.00 - 1.170 1.170 AAA
240907004 LC-RCTC Toll Revenue: - I-15 60683BBF9 CD Mitsubishi UFJ Trust & Banking Corp 10/20/2017 09/19/2017 1,950,000.00 1,950,000.00 ---1,949,980.50 (19.50) 1.210 1.228 AAA
240907004 LC-RCTC Toll Revenue: - I-15 38141EA25 Corporate The Goldman Sachs Group, Inc.02/15/2019 07/25/2017 1,000,000.00 1,084,540.00 ---1,074,010.00 (2,562.92) 7.500 2.023 A
240907004 LC-RCTC Toll Revenue: - I-15 46625HHL7 Corporate JPMorgan Chase & Co.04/23/2019 07/25/2017 1,000,000.00 1,075,520.00 ---1,067,080.00 (2,114.45) 6.300 1.931 A
240907004 LC-RCTC Toll Revenue: - I-15 03523TAN8 Corporate Anheuser-Busch InBev Worldwide Inc.01/15/2020 07/26/2017 1,000,000.00 1,084,440.00 ---1,076,070.00 (3,451.39) 5.375 1.967 A
240907004 LC-RCTC Toll Revenue: - I-15 38141EA58 Corporate The Goldman Sachs Group, Inc.03/15/2020 07/26/2017 500,000.00 540,800.00 ---537,135.00 (1,468.12) 5.375 2.255 A
240907004 LC-RCTC Toll Revenue: - I-15 94973VBE6 Corporate Anthem, Inc.07/15/2018 07/26/2017 1,500,000.00 1,509,105.00 ---1,506,495.00 (1,208.11) 2.300 1.747 A
240907004 LC-RCTC Toll Revenue: - I-15 74432QBW4 Corporate Prudential Financial, Inc.08/15/2018 07/26/2017 1,500,000.00 1,510,920.00 ---1,509,735.00 357.35 2.300 1.552 A
240907004 LC-RCTC Toll Revenue: - I-15 718172BF5 Corporate Philip Morris International Inc.01/15/2019 07/26/2017 1,000,000.00 1,003,040.00 ---1,002,660.00 (77.21) 1.875 1.666 A
240907004 LC-RCTC Toll Revenue: - I-15 61746BDM5 Corporate Morgan Stanley 01/24/2019 07/25/2017 1,000,000.00 1,009,060.00 ---1,008,360.00 189.00 2.500 1.855 A
240907004 LC-RCTC Toll Revenue: - I-15 0258M0DK2 Corporate American Express Credit Corporation 03/18/2019 07/25/2017 1,000,000.00 1,006,560.00 ---1,005,440.00 (545.39) 2.125 1.748 A
240907004 LC-RCTC Toll Revenue: - I-15 06051GFD6 Corporate Bank of America Corporation 04/01/2019 07/26/2017 1,000,000.00 1,012,030.00 ---1,009,000.00 (2,000.03) 2.650 2.040 BBB
240907004 LC-RCTC Toll Revenue: - I-15 172967HM6 Corporate Citigroup Inc.04/08/2019 07/25/2017 1,000,000.00 1,010,110.00 ---1,008,610.00 (643.74) 2.550 1.974 BBB
240907004 LC-RCTC Toll Revenue: - I-15 22546QAN7 Corporate Credit Suisse AG 05/28/2019 07/26/2017 1,000,000.00 1,009,340.00 ---1,006,520.00 (2,085.69) 2.300 1.899 A
240907004 LC-RCTC Toll Revenue: - I-15 89114QAS7 Corporate The Toronto-Dominion Bank 07/02/2019 07/27/2017 1,000,000.00 1,007,670.00 ---1,005,070.00 (2,026.60) 2.125 1.830 AA
240907004 LC-RCTC Toll Revenue: - I-15 90261XHE5 Corporate UBS AG 08/14/2019 07/25/2017 850,000.00 857,505.50 ---857,191.00 214.27 2.375 1.913 A
240907004 LC-RCTC Toll Revenue: - I-15 40428HPN6 Corporate HSBC USA Inc.11/13/2019 07/26/2017 1,000,000.00 1,010,720.00 ---1,007,120.00 (2,936.14) 2.375 2.036 A
240907004 LC-RCTC Toll Revenue: - I-15 17401QAB7 Corporate Citizens Bank, National Association 12/04/2019 07/26/2017 1,000,000.00 1,008,450.00 11/04/2019 1,007,660.00 (260.06) 2.450 2.075 A
240907004 LC-RCTC Toll Revenue: - I-15 46625HKA7 Corporate JPMorgan Chase & Co.01/23/2020 07/25/2017 500,000.00 503,005.00 12/23/2019 502,690.00 (136.13) 2.250 2.002 A
240907004 LC-RCTC Toll Revenue: - I-15 61747YDW2 Corporate Morgan Stanley 01/27/2020 07/25/2017 500,000.00 506,130.00 ---505,730.00 (48.70) 2.650 2.142 A
240907004 LC-RCTC Toll Revenue: - I-15 780082AA1 Corporate Royal Bank of Canada 02/05/2020 07/26/2017 1,500,000.00 1,497,390.00 ---1,496,625.00 (913.40) 1.875 1.973 AAA
240907004 LC-RCTC Toll Revenue: - I-15 172967JJ1 Corporate Citigroup Inc.02/18/2020 07/25/2017 500,000.00 503,600.00 ---503,725.00 325.27 2.400 2.078 BBB
240907004 LC-RCTC Toll Revenue: - I-15 446438RN5 Corporate Huntington National Bank, The 06/30/2018 07/27/2017 1,500,000.00 1,505,700.00 ---1,503,555.00 (1,215.46) 2.000 1.680 A
240907004 LC-RCTC Toll Revenue: - I-15 69353REV6 Corporate PNC Bank, National Association 03/04/2019 07/26/2017 1,000,000.00 1,003,210.00 02/02/2019 1,002,670.00 (235.85) 1.950 1.748 A
240907004 LC-RCTC Toll Revenue: - I-15 07330NAL9 Corporate Branch Banking and Trust Company 05/10/2019 07/27/2017 1,000,000.00 995,340.00 04/10/2019 994,330.00 (1,391.88) 1.450 1.808 A
240907004 LC-RCTC Toll Revenue: - I-15 49327M2P8 Corporate Keybank National Association 08/22/2019 07/24/2017 1,000,000.00 995,550.00 ---994,640.00 (1,224.17) 1.600 1.889 A
240907004 LC-RCTC Toll Revenue: - I-15 24422ETJ8 Corporate John Deere Capital Corporation 10/09/2019 07/26/2017 1,125,000.00 1,114,650.00 ---1,113,401.25 (1,934.21) 1.250 1.770 A
240907004 LC-RCTC Toll Revenue: - I-15 06367TPX2 Corporate Bank of Montreal 12/12/2019 07/26/2017 1,000,000.00 1,005,160.00 ---1,003,590.00 (1,260.54) 2.100 1.932 A
240907004 LC-RCTC Toll Revenue: - I-15 14912L6Y2 Corporate Caterpillar Financial Services Corporation 01/10/2020 07/26/2017 1,000,000.00 1,008,020.00 ---1,005,320.00 (2,231.61) 2.100 1.860 A
240907004 LC-RCTC Toll Revenue: - I-15 0258M0EE5 Corporate American Express Credit Corporation 03/03/2020 07/25/2017 500,000.00 503,990.00 02/01/2020 502,615.00 (1,150.61) 2.200 1.970 A
240907004 LC-RCTC Toll Revenue: - I-15 375558BQ5 Corporate Gilead Sciences, Inc.09/20/2019 09/14/2017 595,000.00 595,000.00 ---596,249.50 1,249.50 1.576 1.477 A
240907004 LC-RCTC Toll Revenue: - I-15 4497W0Y10 CP ING (U.S.) Funding LLC 11/01/2017 08/24/2017 1,700,000.00 1,695,796.75 ---1,698,283.00 171.42 0.000 1.140 AAA
240907004 LC-RCTC Toll Revenue: - I-15 22533TX27 CP Credit Agricole Corporate and Investment Bank 10/02/2017 09/01/2017 2,500,000.00 2,497,395.15 ---2,500,000.00 84.03 0.000 0.000 AAA
240907004 LC-RCTC Toll Revenue: - I-15 4497W0XA1 CP ING (U.S.) Funding LLC 10/10/2017 09/05/2017 1,086,000.00 1,084,722.44 ---1,085,706.78 35.30 0.000 0.974 AAA
240907004 LC-RCTC Toll Revenue: - I-15 00280NXH8 CP Abbey National Treasury Services PLC 10/17/2017 09/26/2017 1,800,000.00 1,798,718.99 ---1,799,100.00 76.01 0.000 1.062 AAA
240907004 LC-RCTC Toll Revenue: - I-15 63873JXX3 CP Natixis 10/31/2017 09/07/2017 1,000,000.00 998,110.00 ---999,030.00 80.00 0.000 1.130 AAA
240907004 LC-RCTC Toll Revenue: - I-15 87019RYF7 CP Swedbank AB 11/15/2017 07/25/2017 2,500,000.00 2,489,720.15 ---2,496,125.00 845.34 0.000 1.218 AAA
240907004 LC-RCTC Toll Revenue: - I-15 46640PY64 CP J.P. Morgan Securities LLC 11/06/2017 07/25/2017 2,500,000.00 2,490,343.75 ---2,496,925.00 830.90 0.000 1.201 AAA
240907004 LC-RCTC Toll Revenue: - I-15 61979JX44 CP Motiva Enterprises LLC 10/04/2017 09/06/2017 1,975,000.00 1,972,695.83 ---1,974,861.75 108.63 0.000 0.631 AA
240907004 LC-RCTC Toll Revenue: - I-15 43357LXA5 CP Hitachi Capital America Corp.10/10/2017 09/08/2017 1,950,000.00 1,947,348.00 ---1,949,473.50 219.38 0.000 0.974 AA
240907004 LC-RCTC Toll Revenue: - I-15 23336GXA4 CP DTE Electric Company 10/10/2017 09/15/2017 1,000,000.00 999,125.00 ---999,730.00 45.00 0.000 0.974 AAA
240907004 LC-RCTC Toll Revenue: - I-15 78355AXP4 CP Ryder System, Inc.10/23/2017 09/18/2017 1,950,000.00 1,947,458.51 ---1,948,615.50 259.99 0.000 1.115 AA
240907004 LC-RCTC Toll Revenue: - I-15 92780JXD8 CP Virginia Electric and Power Company 10/13/2017 09/20/2017 800,000.00 799,320.22 ---799,704.00 58.67 0.000 1.027 AAA
240907004 LC-RCTC Toll Revenue: - I-15 92780JXB2 CP Virginia Electric and Power Company 10/11/2017 09/22/2017 1,975,000.00 1,973,850.12 ---1,974,407.50 126.18 0.000 0.984 AAA
240907004 LC-RCTC Toll Revenue: - I-15 71112JXC3 CP The Peoples Gas Light And Coke Company 10/12/2017 09/28/2017 2,225,000.00 2,223,939.41 ---2,224,243.50 140.92 0.000 1.023 AAA
240907004 LC-RCTC Toll Revenue: - I-15 26055AXP6 CP The Dow Chemical Company 10/23/2017 09/29/2017 1,800,000.00 1,798,488.00 ---1,798,722.00 108.00 0.000 1.115 AA
240907004 LC-RCTC Toll Revenue: - I-15 23336GY39 CP DTE Electric Company 11/03/2017 09/29/2017 1,000,000.00 998,784.72 ---998,870.00 15.84 0.000 1.201 AAA
240907004 LC-RCTC Toll Revenue: - I-15 31846V203 MM Fund First American Funds, Inc.09/30/2017 09/29/2017 0.00 364,346.66 ---364,346.66 - 0.630 0.620 AAA
240907004 LC-RCTC Toll Revenue: - I-15 392274A89 Muni Greater Orlando Aviation Authority.10/01/2019 07/26/2017 700,000.00 724,094.00 ---719,964.00 (2,547.32) 3.483 2.025 AA
240907004 LC-RCTC Toll Revenue: - I-15 912828F54 US Gov Treasury, United States Department of 10/15/2017 ---6,000,000.00 5,998,593.75 ---5,999,640.00 133.87 0.875 1.008 AAA
240907004 LC-RCTC Toll Revenue: - I-15 912828M23 US Gov Treasury, United States Department of 10/31/2017 09/29/2017 3,500,000.00 3,500,633.98 ---3,500,455.00 (139.36) 1.221 1.096 AAA
98,450,659.88
245490001 LC-RCTC 2017 PRJ: Sales Tax 3137ANMN2 Agency CMO Federal Home Loan Mortgage Corp 12/25/2018 07/20/2017 1,800,000.00 1,812,164.06 ---1,807,470.00 (2,676.08) 2.220 1.726 AAA
245490001 LC-RCTC 2017 PRJ: Sales Tax 31392J6N4 Agency CMO Federal National Mortgage Association 04/25/2023 07/20/2017 790,213.54 845,158.08 ---842,209.59 (2,596.05) 5.500 2.143 AAA
245490001 LC-RCTC 2017 PRJ: Sales Tax 31283K5N4 Agency MBS Federal Home Loan Mortgage Corp 08/01/2020 07/20/2017 1,236,801.80 1,279,896.61 ---1,269,935.72 (9,072.67) 5.000 2.214 AAA
245490001 LC-RCTC 2017 PRJ: Sales Tax 161571GQ1 Asset Backed Chase Issuance Trust 11/15/2017 09/14/2017 100,000.00 99,968.75 ---100,007.00 31.12 1.380 1.329 AAA
245490001 LC-RCTC 2017 PRJ: Sales Tax 43814JAC8 Asset Backed Honda Auto Receivables 2014-4 Owner Trust 09/17/2018 07/19/2017 48,391.08 48,336.26 ---48,365.92 14.02 0.990 1.331 AAA
245490001 LC-RCTC 2017 PRJ: Sales Tax 43814JAD6 Asset Backed Honda Auto Receivables 2014-4 Owner Trust 10/15/2020 07/19/2017 2,355,000.00 2,355,367.97 ---2,354,976.45 (314.76) 1.460 1.466 AAA
245490001 LC-RCTC 2017 PRJ: Sales Tax 89190AAD2 Asset Backed Toyota Auto Receivables 2014-C Owner Trust 04/15/2020 07/19/2017 2,000,000.00 1,999,687.50 ---1,999,540.00 (233.97) 1.440 1.494 AAA
245490001 LC-RCTC 2017 PRJ: Sales Tax 58769AAD8 Asset Backed Mercedes-Benz Auto Lease Trust 2015-B 07/16/2018 07/20/2017 457,843.00 457,771.47 ---457,788.06 (7.44) 1.340 1.450 AAA
245490001 LC-RCTC 2017 PRJ: Sales Tax 65478QAD0 Asset Backed Nissan Auto Lease Trust 2016-A 03/15/2019 07/19/2017 2,000,000.00 745.00 ---1,999,760.00 1,995,830.10 1.490 1.516 AAA
2017 Financing STAMP Portfolio by Account for quarter ended September 30, 2017
ATTACHMENT 11
38
Page 20 of 36
Source
Account Account Identifier
Security Type
Category Issuer Final Maturity Trade Date
Current Face
Value Original Cost
Next Call
Date Base Market Value
Base Net Total
Unrealized Gain/Loss Coupon Yield
Summarized
Credit Rating
2017 Financing STAMP Portfolio by Account for quarter ended September 30, 2017
245490001 LC-RCTC 2017 PRJ: Sales Tax 161571HG2 Asset Backed Chase Issuance Trust 01/16/2018 07/20/2017 2,000,000.00 1,996,875.00 ---1,998,360.00 281.15 1.100 1.381 AAA
245490001 LC-RCTC 2017 PRJ: Sales Tax 05581QAE8 Asset Backed BMW Vehicle Lease Trust 2015-2 02/20/2019 07/19/2017 2,000,000.00 2,000,937.50 ---2,000,400.00 (246.97) 1.550 1.508 AAA
245490001 LC-RCTC 2017 PRJ: Sales Tax 22549V5V1 CD Credit Suisse Group AG 11/07/2017 09/22/2017 1,150,000.00 1,150,191.36 ---1,150,218.50 53.84 1.410 1.223 AAA
245490001 LC-RCTC 2017 PRJ: Sales Tax 65602UPZ5 CD The Norinchukin Bank 10/27/2017 07/20/2017 3,000,000.00 3,001,425.39 ---3,000,660.00 285.66 1.500 1.197 AAA
245490001 LC-RCTC 2017 PRJ: Sales Tax 05582WZS6 CD BNP Paribas 01/22/2018 07/20/2017 3,000,000.00 3,000,000.00 ---3,001,170.00 1,170.00 1.450 1.323 AAA
245490001 LC-RCTC 2017 PRJ: Sales Tax 06538NFU6 CD The Bank of Tokyo-Mitsubishi UFJ, Ltd.10/13/2017 09/14/2017 1,100,000.00 1,100,186.98 ---1,100,143.00 65.63 1.540 1.162 AAA
245490001 LC-RCTC 2017 PRJ: Sales Tax 83369YTU0 CD Societe Generale 10/31/2017 09/18/2017 1,150,000.00 1,150,045.26 ---1,150,115.00 82.67 1.310 1.192 AAA
245490001 LC-RCTC 2017 PRJ: Sales Tax 38141GVK7 Corporate The Goldman Sachs Group, Inc.04/30/2018 07/20/2017 2,000,000.00 2,014,500.00 ---2,011,800.00 794.60 2.511 1.542 A
245490001 LC-RCTC 2017 PRJ: Sales Tax 06051GEY1 Corporate Bank of America Corporation 01/15/2019 07/19/2017 1,500,000.00 1,518,015.00 ---1,514,745.00 (968.08) 2.344 1.619 BBB
245490001 LC-RCTC 2017 PRJ: Sales Tax 89114QAV0 Corporate The Toronto-Dominion Bank 11/05/2019 07/20/2017 2,000,000.00 2,019,800.00 ---2,015,340.00 (2,930.40) 2.250 1.875 AA
245490001 LC-RCTC 2017 PRJ: Sales Tax 21688AAD4 Corporate Cooperatieve Rabobank U.A.01/14/2020 07/20/2017 2,000,000.00 2,016,800.00 ---2,012,740.00 (2,847.30) 2.250 1.964 AA
245490001 LC-RCTC 2017 PRJ: Sales Tax 172967JQ5 Corporate Citigroup Inc.04/27/2018 07/20/2017 1,950,000.00 1,957,117.50 ---1,954,953.00 (430.42) 2.007 1.596 BBB
245490001 LC-RCTC 2017 PRJ: Sales Tax 61746BDY9 Corporate Morgan Stanley 02/01/2019 07/20/2017 1,950,000.00 1,981,200.00 ---1,977,768.00 334.49 2.686 1.651 A
245490001 LC-RCTC 2017 PRJ: Sales Tax 94988J5G8 Corporate Wells Fargo Bank, National Association 12/06/2019 07/19/2017 2,000,000.00 2,014,280.00 ---2,010,560.00 (2,633.21) 2.150 1.902 AA
245490001 LC-RCTC 2017 PRJ: Sales Tax 06367TPX2 Corporate Bank of Montreal 12/12/2019 07/19/2017 1,630,000.00 1,637,318.70 ---1,635,851.70 (915.49) 2.100 1.932 A
245490001 LC-RCTC 2017 PRJ: Sales Tax 865622CF9 Corporate Sumitomo Mitsui Banking Corporation 01/11/2019 07/19/2017 2,000,000.00 2,008,280.00 ---2,008,400.00 1,172.41 1.845 1.549 A
245490001 LC-RCTC 2017 PRJ: Sales Tax 0258M0EJ4 Corporate American Express Credit Corporation 05/03/2019 07/19/2017 2,000,000.00 2,006,000.00 04/02/2019 2,005,060.00 (309.40) 1.641 1.499 A
245490001 LC-RCTC 2017 PRJ: Sales Tax 375558BQ5 Corporate Gilead Sciences, Inc.09/20/2019 09/14/2017 340,000.00 340,000.00 ---340,714.00 714.00 1.576 1.477 A
245490001 LC-RCTC 2017 PRJ: Sales Tax 46640PX24 CP J.P. Morgan Securities LLC 10/02/2017 09/14/2017 850,000.00 849,518.33 ---850,000.00 28.33 0.000 0.000 AAA
245490001 LC-RCTC 2017 PRJ: Sales Tax 87019RXG6 CP Swedbank AB 10/16/2017 09/26/2017 450,000.00 449,700.00 ---449,788.50 13.50 0.000 1.061 AAA
245490001 LC-RCTC 2017 PRJ: Sales Tax 4497W0XA1 CP ING (U.S.) Funding LLC 10/10/2017 09/25/2017 1,125,000.00 1,124,512.50 ---1,124,696.25 33.75 0.000 0.974 AAA
245490001 LC-RCTC 2017 PRJ: Sales Tax 34108AXH5 CP Florida Power & Light Company 10/17/2017 07/20/2017 3,000,000.00 2,989,987.50 ---2,998,500.00 300.00 0.000 1.062 AAA
245490001 LC-RCTC 2017 PRJ: Sales Tax 61979JX44 CP Motiva Enterprises LLC 10/04/2017 09/06/2017 1,125,000.00 1,123,687.50 ---1,124,921.25 61.88 0.000 0.631 AA
245490001 LC-RCTC 2017 PRJ: Sales Tax 43357LXB3 CP HITACHI CAPITAL AMERICA CORP 10/11/2017 09/11/2017 1,125,000.00 1,123,640.63 ---1,124,662.50 131.25 0.000 0.984 AA
245490001 LC-RCTC 2017 PRJ: Sales Tax 78355AXP4 CP Ryder System, Inc.10/23/2017 09/18/2017 425,000.00 424,446.08 ---424,698.25 56.67 0.000 1.115 AA
245490001 LC-RCTC 2017 PRJ: Sales Tax 71112JXC3 CP The Peoples Gas Light And Coke Company 10/12/2017 09/28/2017 1,125,000.00 1,124,463.75 ---1,124,617.50 71.25 0.000 1.023 AAA
245490001 LC-RCTC 2017 PRJ: Sales Tax 23336GXX4 CP DTE Electric Company 10/31/2017 09/28/2017 1,000,000.00 998,845.00 ---999,030.00 80.00 0.000 1.130 AAA
245490001 LC-RCTC 2017 PRJ: Sales Tax 9AMMF05B2 MM Fund U.S. Bank Money Market Account Fund 09/30/2017 ---0.00 189,582.58 ---189,582.58 - 0.000 0.000 NA
245490001 LC-RCTC 2017 PRJ: Sales Tax 6095586A4 Muni Monmouth, County of 11/01/2017 07/19/2017 800,000.00 805,472.00 ---801,808.00 94.55 3.850 1.284 AAA
245490001 LC-RCTC 2017 PRJ: Sales Tax 56045RKF5 Muni Maine Municipal Bond Bank 11/01/2017 07/19/2017 1,020,000.00 1,020,173.40 ---1,020,030.60 (114.68) 1.350 1.309 AA
56,001,386.37
39
Page 21 of 36
Source
Account Account Identifier Description
Beginning Base
Market Value Base Purchases Base Sales
Base Maturities and
Redemptions Base Paydowns
Net Total Realized
Gain/Loss
Base
Amortization/A
ccretion
Base Change In
Net Unrealized
Gain/Loss
Ending Base
Market Value
Ending Accrued
Income Balance
240907004 LC-RCTC Toll Revenue: - I-15 38141EA25 GOLDMAN SACHS GROUP INC - - - - - - (7,967.08) (2,562.92) 1,074,010.00 9,583.33
240907004 LC-RCTC Toll Revenue: - I-15 46625HHL7 JPMORGAN CHASE & CO - - - - - - (6,325.55) (2,114.45) 1,067,080.00 27,650.00
240907004 LC-RCTC Toll Revenue: - I-15 03523TAN8 ANHEUSER-BUSCH INBEV NV - - - - - - (4,918.61) (3,451.39) 1,076,070.00 11,347.22
240907004 LC-RCTC Toll Revenue: - I-15 38141EA58 GOLDMAN SACHS GROUP INC - - - - - - (2,196.88) (1,468.12) 537,135.00 1,194.44
240907004 LC-RCTC Toll Revenue: - I-15 392274A89 GREATER ORLANDO AVIATION AUTH ORLANDO FLA ARPT FAC - - - - - - (1,582.68) (2,547.32) 719,964.00 12,190.50
240907004 LC-RCTC Toll Revenue: - I-15 74432QBW4 PRUDENTIAL FINANCIAL INC - - - - - - (1,542.35) 357.35 1,509,735.00 4,408.33
240907004 LC-RCTC Toll Revenue: - I-15 65602UES3 The Norinchukin Bank - 2,001,985.90 - - - - (1,530.80) 164.90 2,000,620.00 9,086.00
240907004 LC-RCTC Toll Revenue: - I-15 94973VBE6 ANTHEM INC - - - - - - (1,401.89) (1,208.11) 1,506,495.00 7,283.33
240907004 LC-RCTC Toll Revenue: - I-15 63873FU63 Natixis - 1,501,284.12 - (1,500,000.00) - - (1,284.12) - - -
240907004 LC-RCTC Toll Revenue: - I-15 06051GFD6 BANK OF AMERICA CORP - - - - - - (1,029.97) (2,000.03) 1,009,000.00 13,250.00
240907004 LC-RCTC Toll Revenue: - I-15 446438RN5 HUNTINGTON NATIONAL BANK - - - - - - (929.54) (1,215.46) 1,503,555.00 7,583.33
240907004 LC-RCTC Toll Revenue: - I-15 86563YEC3 Sumitomo Mitsui Banking Corporation - - - (2,450,000.00) - - (918.77) - - -
240907004 LC-RCTC Toll Revenue: - I-15 61746BDM5 MORGAN STANLEY - - - - - - (889.00) 189.00 1,008,360.00 4,652.78
240907004 LC-RCTC Toll Revenue: - I-15 172967HM6 CITIGROUP INC - - - - - - (856.26) (643.74) 1,008,610.00 12,254.17
240907004 LC-RCTC Toll Revenue: - I-15 63873FY93 Natixis - 1,601,517.84 - - - - (845.65) 159.81 1,600,832.00 4,881.52
240907004 LC-RCTC Toll Revenue: - I-15 86563YHD8 Sumitomo Mitsui Banking Corporation - - - - - - (825.33) 103.71 2,500,275.00 36,770.83
240907004 LC-RCTC Toll Revenue: - I-15 22546QAN7 CREDIT SUISSE AG (NEW YORK BRANCH)- - - - - - (734.31) (2,085.69) 1,006,520.00 7,858.33
240907004 LC-RCTC Toll Revenue: - I-15 40428HPN6 HSBC USA INC (NEW)- - - - - - (663.86) (2,936.14) 1,007,120.00 8,972.22
240907004 LC-RCTC Toll Revenue: - I-15 83369YBQ8 Societe Generale - - - (2,500,000.00) - - (628.98) - - -
240907004 LC-RCTC Toll Revenue: - I-15 0258M0DK2 AMERICAN EXPRESS CREDIT CORP - - - - - - (574.61) (545.39) 1,005,440.00 767.36
240907004 LC-RCTC Toll Revenue: - I-15 89114QAS7 TORONTO-DOMINION BANK - - - - - - (573.40) (2,026.60) 1,005,070.00 5,253.47
240907004 LC-RCTC Toll Revenue: - I-15 17401QAB7 CITIZENS BANK NA - - - - - - (529.94) (260.06) 1,007,660.00 7,962.50
240907004 LC-RCTC Toll Revenue: - I-15 90261XHE5 UBS AG (STAMFORD BRANCH)- - - - - - (528.77) 214.27 857,191.00 2,635.59
240907004 LC-RCTC Toll Revenue: - I-15 14912L6Y2 CATERPILLAR FINANCIAL SERVICES CORP - - - - - - (468.39) (2,231.61) 1,005,320.00 4,725.00
240907004 LC-RCTC Toll Revenue: - I-15 60689DZ48 Mizuho Bank, Ltd.- - - (2,500,000.00) - - (387.77) - - -
240907004 LC-RCTC Toll Revenue: - I-15 61747YDW2 MORGAN STANLEY - - - - - - (351.30) (48.70) 505,730.00 2,355.56
240907004 LC-RCTC Toll Revenue: - I-15 06367TPX2 BANK OF MONTREAL - - - - - - (309.46) (1,260.54) 1,003,590.00 6,358.33
240907004 LC-RCTC Toll Revenue: - I-15 69353REV6 PNC BANK NA - - - - - - (304.15) (235.85) 1,002,670.00 1,462.50
240907004 LC-RCTC Toll Revenue: - I-15 718172BF5 PHILIP MORRIS INTERNATIONAL INC - - - - - - (302.79) (77.21) 1,002,660.00 3,958.33
240907004 LC-RCTC Toll Revenue: - I-15 60682AZ74 Mitsubishi UFJ Trust & Banking Corp - 500,257.17 - (500,000.00) - - (257.17) - - -
240907004 LC-RCTC Toll Revenue: - I-15 0258M0EE5 AMERICAN EXPRESS CREDIT CORP - - - - - - (224.39) (1,150.61) 502,615.00 855.56
240907004 LC-RCTC Toll Revenue: - I-15 172967JJ1 CITIGROUP INC - - - - - - (200.27) 325.27 503,725.00 1,433.33
240907004 LC-RCTC Toll Revenue: - I-15 06538NFU6 The Bank of Tokyo-Mitsubishi UFJ, Ltd.- 1,900,322.96 - - - - (189.32) 113.36 1,900,247.00 28,609.78
240907004 LC-RCTC Toll Revenue: - I-15 46625HKA7 JPMORGAN CHASE & CO - - - - - - (178.87) (136.13) 502,690.00 2,125.00
240907004 LC-RCTC Toll Revenue: - I-15 65602UMU9 The Norinchukin Bank - - - (2,500,000.00) - - (172.43) - - -
240907004 LC-RCTC Toll Revenue: - I-15 05581QAE8 BMWLT 152 A4 - - - - - - (108.32) (113.32) 965,193.00 457.03
240907004 LC-RCTC Toll Revenue: - I-15 58769DAD2 MBALT 17A A3 - - - - - - (90.12) 257.49 966,109.75 767.71
240907004 LC-RCTC Toll Revenue: - I-15 17305TRV6 Citibank, N.A.- 1,625,105.48 - - - - (89.66) (15.82) 1,625,000.00 5,183.75
240907004 LC-RCTC Toll Revenue: - I-15 83369YEX0 Societe Generale - 1,950,288.66 - - - - (69.28) 53.62 1,950,273.00 27,096.88
240907004 LC-RCTC Toll Revenue: - I-15 47787UAE3 JDOT 15 A4 - - - - - - (62.41) (272.80) 747,014.94 547.80
240907004 LC-RCTC Toll Revenue: - I-15 912828M23 UNITED STATES TREASURY - 3,500,633.98 - - - - (39.62) (139.36) 3,500,455.00 7,265.37
240907004 LC-RCTC Toll Revenue: - I-15 63873NAD3 Natixis - 1,000,015.60 - (1,000,000.00) - - (15.60) - - -
240907004 LC-RCTC Toll Revenue: - I-15 31846V203 FIRST AMERICAN FUNDS CL INST GOV MMF - 67,063,634.62 (70,901,215.16) - - - - - 364,346.66 -
240907004 LC-RCTC Toll Revenue: - I-15 06371EGS0 Bank of Montreal - - - (2,500,000.00) - - - - - -
240907004 LC-RCTC Toll Revenue: - I-15 05582WZT4 BNP Paribas - - - - - - - 675.00 2,500,675.00 6,422.22
240907004 LC-RCTC Toll Revenue: - I-15 22534HK75 Credit Agricole Corporate and Investment Bank - - - (2,500,000.00) - - - - - -
240907004 LC-RCTC Toll Revenue: - I-15 65590AKH8 Nordea Bank AB - - - (2,500,000.00) - - - - - -
240907004 LC-RCTC Toll Revenue: - I-15 17305TSH6 Citibank, N.A.- - - - - - - - 2,500,000.00 6,233.33
240907004 LC-RCTC Toll Revenue: - I-15 375558BQ5 GILEAD SCIENCES INC - 595,000.00 - - - - - 1,249.50 596,249.50 260.50
240907004 LC-RCTC Toll Revenue: - I-15 89113XFD1 The Toronto-Dominion Bank - 2,000,000.00 - - - - - - 2,000,000.00 1,048.89
240907004 LC-RCTC Toll Revenue: - I-15 22534HQ38 Credit Agricole Corporate and Investment Bank - 1,900,000.00 - - - - - - 1,900,000.00 741.00
240907004 LC-RCTC Toll Revenue: - I-15 60683BBF9 Mitsubishi UFJ Trust & Banking Corp - 1,950,000.00 - - - - - (19.50) 1,949,980.50 720.96
240907004 LC-RCTC Toll Revenue: - I-15 477877AD6 JDOT 14B A3 - - (68,458.24) - (43,367.76) 42.10 17.90 - - -
240907004 LC-RCTC Toll Revenue: - I-15 65477PAD3 NAROT 14A A4 - - - - (223,759.24) 96.32 25.06 93.80 798,022.43 475.40
240907004 LC-RCTC Toll Revenue: - I-15 912828F54 UNITED STATES TREASURY - 1,999,843.75 - - - - 34.72 1.53 1,999,880.00 8,080.60
240907004 LC-RCTC Toll Revenue: - I-15 83050FSA0 Skandinaviska Enskilda Banken AB - 2,499,961.48 - (2,500,000.00) - - 38.52 - - -
240907004 LC-RCTC Toll Revenue: - I-15 23336GY39 DTE Electric Company - 998,784.72 - - - - 69.44 15.84 998,870.00 -
240907004 LC-RCTC Toll Revenue: - I-15 587729AD6 MBART 141 A4 - - - - - - 82.91 258.24 764,892.90 445.40
240907004 LC-RCTC Toll Revenue: - I-15 26055AXP6 The Dow Chemical Company - 1,798,488.00 - - - - 126.00 108.00 1,798,722.00 -
240907004 LC-RCTC Toll Revenue: - I-15 780082AA1 ROYAL BANK OF CANADA - - - - - - 148.40 (913.40) 1,496,625.00 4,375.00
240907004 LC-RCTC Toll Revenue: - I-15 71112JXC3 The Peoples Gas Light And Coke Company - 2,223,939.41 - - - - 163.17 140.92 2,224,243.50 -
240907004 LC-RCTC Toll Revenue: - I-15 43814KAD3 HAROT 151 A4 - - - - - - 165.32 360.51 886,521.02 520.37
240907004 LC-RCTC Toll Revenue: - I-15 912828D49 UNITED STATES TREASURY - - - (3,400,000.00) - - 265.64 - - -
240907004 LC-RCTC Toll Revenue: - I-15 78011DAC8 ROYAL BANK OF CANADA - - - (2,500,000.00) - - 275.00 - - -
240907004 LC-RCTC Toll Revenue: - I-15 4497W0W53 ING (U.S.) Funding LLC - 749,725.00 - (750,000.00) - - 275.00 - - -
240907004 LC-RCTC Toll Revenue: - I-15 05582XAD4 BMWLT 162 A3 - - - - - - 278.15 (1,233.19) 962,047.10 421.65
240907004 LC-RCTC Toll Revenue: - I-15 00280NXH8 Abbey National Treasury Services PLC - 1,798,718.99 - - - - 305.00 76.01 1,799,100.00 -
240907004 LC-RCTC Toll Revenue: - I-15 49327M2P8 KEYBANK NA - - - - - - 314.17 (1,224.17) 994,640.00 1,733.33
240907004 LC-RCTC Toll Revenue: - I-15 92780JXD8 Virginia Electric and Power Company - 799,320.22 - - - - 325.11 58.67 799,704.00 -
240907004 LC-RCTC Toll Revenue: - I-15 161571HC1 CHAIT 162 A - - - - - - 339.52 (820.69) 745,095.00 456.67
240907004 LC-RCTC Toll Revenue: - I-15 06538BW58 The Bank of Tokyo-Mitsubishi UFJ, Ltd.- 1,499,655.84 - (1,500,000.00) - - 344.16 - - -
240907004 LC-RCTC Toll Revenue: - I-15 58768MAC5 MBALT 16B A3 - - - - - - 357.73 (793.04) 997,260.00 600.00
240907004 LC-RCTC Toll Revenue: - I-15 07330NAL9 BRANCH BANKING AND TRUST CO - - - - - - 381.88 (1,391.88) 994,330.00 5,679.17
240907004 LC-RCTC Toll Revenue: - I-15 09659JWD1 BNP Paribas Fortis - 1,449,613.33 - (1,450,000.00) - - 386.67 - - -
240907004 LC-RCTC Toll Revenue: - I-15 23337SVH4 DTE Gas Company - 1,874,612.49 - (1,875,000.00) - - 387.51 - - -
240907004 LC-RCTC Toll Revenue: - I-15 92780JXB2 Virginia Electric and Power Company - 1,973,850.12 - - - - 431.21 126.18 1,974,407.50 -
240907004 LC-RCTC Toll Revenue: - I-15 43814LAC3 HAROT 154 A3 - - - - (48,416.49) 88.59 466.05 127.22 1,449,101.30 495.96
240907004 LC-RCTC Toll Revenue: - I-15 02360RWE6 Ameren Corporation - 1,974,489.25 - (1,975,000.00) - - 510.75 - - -
240907004 LC-RCTC Toll Revenue: - I-15 23336GXA4 DTE Electric Company - 999,125.00 - - - - 560.00 45.00 999,730.00 -
240907004 LC-RCTC Toll Revenue: - I-15 24422ETJ8 JOHN DEERE CAPITAL CORP - - - - - - 685.46 (1,934.21) 1,113,401.25 6,718.75
240907004 LC-RCTC Toll Revenue: - I-15 23336GVV0 DTE Electric Company - 1,974,101.38 (1,499,783.34) (475,000.00) - (6.66) 688.62 - - -
240907004 LC-RCTC Toll Revenue: - I-15 63743CWL3 National Rural Utilities Cooperative Finance Corpo - 1,974,262.67 - (1,975,000.00) - 0.00 737.33 - - -
240907004 LC-RCTC Toll Revenue: - I-15 14912DVM8 Caterpillar Financial Services Corporation - 1,974,203.42 - (1,975,000.00) - 0.00 796.58 - - -
240907004 LC-RCTC Toll Revenue: - I-15 63873JXX3 Natixis - 998,110.00 - - - - 840.00 80.00 999,030.00 -
240907004 LC-RCTC Toll Revenue: - I-15 97684GWU3 Wisconsin Public Service Corporation - 1,799,125.00 - (1,800,000.00) - - 875.00 - - -
240907004 LC-RCTC Toll Revenue: - I-15 912828F54 UNITED STATES TREASURY - 3,998,750.00 - - - - 877.66 132.34 3,999,760.00 16,161.20
2017 Financing STAMP Portfolio Transaction Report by Account
Quarter ended September 30, 2017
ATTACHMENT 12
40
Page 22 of 36
Source
Account Account Identifier Description
Beginning Base
Market Value Base Purchases Base Sales
Base Maturities and
Redemptions Base Paydowns
Net Total Realized
Gain/Loss
Base
Amortization/A
ccretion
Base Change In
Net Unrealized
Gain/Loss
Ending Base
Market Value
Ending Accrued
Income Balance
2017 Financing STAMP Portfolio Transaction Report by Account
Quarter ended September 30, 2017
240907004 LC-RCTC Toll Revenue: - I-15 78355AXP4 Ryder System, Inc.- 1,947,458.51 - - - - 897.00 259.99 1,948,615.50 -
240907004 LC-RCTC Toll Revenue: - I-15 71112JWS9 The Peoples Gas Light And Coke Company - 1,799,069.00 - (1,800,000.00) - - 931.00 - - -
240907004 LC-RCTC Toll Revenue: - I-15 4497W0XA1 ING (U.S.) Funding LLC - 1,084,722.44 - - - - 949.04 35.30 1,085,706.78 -
240907004 LC-RCTC Toll Revenue: - I-15 02581RWU3 American Express Credit Corporation - 1,973,843.52 - (1,975,000.00) - - 1,156.48 - - -
240907004 LC-RCTC Toll Revenue: - I-15 26055AWV4 The Dow Chemical Company - 1,973,824.88 - (1,975,000.00) - (0.00) 1,175.12 - - -
240907004 LC-RCTC Toll Revenue: - I-15 63743CW17 National Rural Utilities Cooperative Finance Corpo - 1,798,745.99 - (1,800,000.00) - - 1,254.01 - - -
240907004 LC-RCTC Toll Revenue: - I-15 06538BWV1 The Bank of Tokyo-Mitsubishi UFJ, Ltd.- 998,715.28 - (1,000,000.00) - - 1,284.72 - - -
240907004 LC-RCTC Toll Revenue: - I-15 93884EW50 Washington Gas Light Company - - - (1,500,000.00) - - 1,305.00 - - -
240907004 LC-RCTC Toll Revenue: - I-15 26055AWV4 The Dow Chemical Company - 1,973,559.89 - (1,975,000.00) - - 1,440.11 - - -
240907004 LC-RCTC Toll Revenue: - I-15 26055AVB9 The Dow Chemical Company - - - (2,500,000.00) - - 1,475.70 - - -
240907004 LC-RCTC Toll Revenue: - I-15 23336GWK3 DTE Electric Company - 1,998,250.00 - (2,000,000.00) - - 1,750.00 - - -
240907004 LC-RCTC Toll Revenue: - I-15 43357LXA5 Hitachi Capital America Corp.- 1,947,348.00 - - - - 1,906.13 219.38 1,949,473.50 -
240907004 LC-RCTC Toll Revenue: - I-15 04056AW81 Arizona Public Service Company - 1,973,003.06 - (1,975,000.00) - (0.00) 1,996.94 - - -
240907004 LC-RCTC Toll Revenue: - I-15 61979JX44 Motiva Enterprises LLC - 1,972,695.83 - - - - 2,057.29 108.63 1,974,861.75 -
240907004 LC-RCTC Toll Revenue: - I-15 78355AWC4 Ryder System, Inc.- 1,972,880.17 - (1,975,000.00) - 0.00 2,119.83 - - -
240907004 LC-RCTC Toll Revenue: - I-15 14912DWR6 Caterpillar Financial Services Corporation - 1,797,725.00 - (1,800,000.00) - (0.00) 2,275.00 - - -
240907004 LC-RCTC Toll Revenue: - I-15 4497W0Y10 ING (U.S.) Funding LLC - 1,695,796.75 - - - - 2,314.83 171.42 1,698,283.00 -
240907004 LC-RCTC Toll Revenue: - I-15 43357LW81 Hitachi Capital America Corp.- 1,972,531.25 - (1,975,000.00) - - 2,468.75 - - -
240907004 LC-RCTC Toll Revenue: - I-15 22533TX27 Credit Agricole Corporate and Investment Bank - 2,497,395.15 - - - - 2,520.82 84.03 2,500,000.00 -
240907004 LC-RCTC Toll Revenue: - I-15 92780JVM0 Virginia Electric and Power Company - - - (2,500,000.00) - - 2,531.25 - - -
240907004 LC-RCTC Toll Revenue: - I-15 02360RW55 Ameren Corporation - - - (2,500,000.00) - - 2,625.01 - - -
240907004 LC-RCTC Toll Revenue: - I-15 313385LR5 FEDERAL HOME LOAN BANKS - - - (4,000,000.00) - - 3,927.83 - - -
240907004 LC-RCTC Toll Revenue: - I-15 87019RYF7 Swedbank AB - - - - - - 5,559.51 845.34 2,496,125.00 -
240907004 LC-RCTC Toll Revenue: - I-15 46640PY64 J.P. Morgan Securities LLC - - - - - - 5,750.35 830.90 2,496,925.00 -
- 155,826,291.12 (72,469,456.74) (75,875,000.00) (315,543.49) 220.35 21,147.72 (31,034.99) 98,450,659.88 350,377.60
245490001 LC-RCTC 2017 PRJ: Sales Tax 61746BDY9 MORGAN STANLEY - - - - - - (2,979.46) 334.49 1,977,768.00 8,873.54
245490001 LC-RCTC 2017 PRJ: Sales Tax 6095586A4 MONMOUTH CNTY N J - - - - - - (2,929.45) 94.55 801,808.00 12,833.33
245490001 LC-RCTC 2017 PRJ: Sales Tax 38141GVK7 GOLDMAN SACHS GROUP INC - - - - - - (2,764.39) 794.60 2,011,800.00 8,649.38
245490001 LC-RCTC 2017 PRJ: Sales Tax 31283K5N4 FH G11753 - - - - (80,706.49) (2,829.27) (2,051.20) (9,072.67) 1,269,935.72 5,153.34
245490001 LC-RCTC 2017 PRJ: Sales Tax 06051GEY1 BANK OF AMERICA CORP - - - - - - (1,734.78) (968.08) 1,514,745.00 7,421.43
245490001 LC-RCTC 2017 PRJ: Sales Tax 3137ANMN2 FHMS K707 A2 - - - - - - (1,625.33) (2,676.08) 1,807,470.00 3,330.00
245490001 LC-RCTC 2017 PRJ: Sales Tax 172967JQ5 CITIGROUP INC - - - - - - (1,371.74) (430.42) 1,954,953.00 7,173.85
245490001 LC-RCTC 2017 PRJ: Sales Tax 31392J6N4 FNR 0323B EQ - - - - (27,747.36) (1,942.74) (1,290.93) (2,596.05) 842,209.59 3,621.81
245490001 LC-RCTC 2017 PRJ: Sales Tax 89114QAV0 TORONTO-DOMINION BANK - - - - - - (1,209.98) (2,930.40) 2,015,340.00 18,250.00
245490001 LC-RCTC 2017 PRJ: Sales Tax 21688AAD4 COOPERATIEVE RABOBANK UA (NEW YORK BRANCH)- - - - - - (959.30) (2,847.30) 2,012,740.00 9,625.00
245490001 LC-RCTC 2017 PRJ: Sales Tax 94988J5G8 WELLS FARGO BANK NA - - - - - - (847.06) (2,633.21) 2,010,560.00 13,736.11
245490001 LC-RCTC 2017 PRJ: Sales Tax 865622CF9 SUMITOMO MITSUI BANKING CORP - - - - - - (820.26) 1,172.41 2,008,400.00 8,406.00
245490001 LC-RCTC 2017 PRJ: Sales Tax 65602UPZ5 The Norinchukin Bank - - - - - - (763.09) 285.66 3,000,660.00 24,125.00
245490001 LC-RCTC 2017 PRJ: Sales Tax 63873FU63 Natixis - 850,727.67 - (850,000.00) - - (727.67) - - -
245490001 LC-RCTC 2017 PRJ: Sales Tax 0258M0EJ4 AMERICAN EXPRESS CREDIT CORP - - - - - - (491.50) (309.40) 2,005,060.00 5,377.39
245490001 LC-RCTC 2017 PRJ: Sales Tax 06367TPX2 BANK OF MONTREAL - - - - - - (429.85) (915.49) 1,635,851.70 10,364.08
245490001 LC-RCTC 2017 PRJ: Sales Tax 05581QAE8 BMWLT 152 A4 - - - - - - (227.05) (246.97) 2,000,400.00 947.22
245490001 LC-RCTC 2017 PRJ: Sales Tax 02582JGU8 AMXCA 143 A - - - - (1,350,000.00) - (163.45) - - -
245490001 LC-RCTC 2017 PRJ: Sales Tax 06538NFU6 The Bank of Tokyo-Mitsubishi UFJ, Ltd.- 1,100,186.98 - - - - (109.61) 65.63 1,100,143.00 16,563.56
245490001 LC-RCTC 2017 PRJ: Sales Tax 43814JAD6 HAROT 144 A4 - - - - - - (60.35) (314.76) 2,354,976.45 1,528.13
245490001 LC-RCTC 2017 PRJ: Sales Tax 56045RKF5 MAINE MUN BD BK - - - - - - (28.12) (114.68) 1,020,030.60 5,737.50
245490001 LC-RCTC 2017 PRJ: Sales Tax 22549V5V1 Credit Suisse Group AG - 1,150,191.36 - - - - (26.70) 53.84 1,150,218.50 6,801.29
245490001 LC-RCTC 2017 PRJ: Sales Tax 83369YTU0 Societe Generale - 1,150,045.26 - - - - (12.93) 82.67 1,150,115.00 2,134.21
245490001 LC-RCTC 2017 PRJ: Sales Tax 9AMMF05B2 U.S. BANK MONEY MARKET ACCOUNT FUND - 14,927,156.66 (14,927,967.45) - - - - - 189,582.58 -
245490001 LC-RCTC 2017 PRJ: Sales Tax 05582WZS6 BNP Paribas - - - - - - - 1,170.00 3,001,170.00 8,700.00
245490001 LC-RCTC 2017 PRJ: Sales Tax 375558BQ5 GILEAD SCIENCES INC - 340,000.00 - - - - - 714.00 340,714.00 148.85
245490001 LC-RCTC 2017 PRJ: Sales Tax 161571GQ1 CHAIT 147 A - 99,968.75 - - - - 7.13 31.12 100,007.00 61.33
245490001 LC-RCTC 2017 PRJ: Sales Tax 43814JAC8 HAROT 144 A3 - - - - (17,231.80) (17,355.96) 17.38 14.02 48,365.92 21.29
245490001 LC-RCTC 2017 PRJ: Sales Tax 58769AAD8 MBALT 15B A3 - - - - (339,115.96) 44.69 27.59 (7.44) 457,788.06 272.67
245490001 LC-RCTC 2017 PRJ: Sales Tax 26055AVB9 The Dow Chemical Company - - - (1,000,000.00) - - 34.72 - - -
245490001 LC-RCTC 2017 PRJ: Sales Tax 89190AAD2 TAOT 14C A4 - - - - - - 64.94 (233.97) 1,999,540.00 1,280.00
245490001 LC-RCTC 2017 PRJ: Sales Tax 60700ADA9 Mizuho Bank, Ltd.- - - (1,300,000.00) - - 74.87 - - -
245490001 LC-RCTC 2017 PRJ: Sales Tax 87019RXG6 Swedbank AB - 449,700.00 - - - - 75.00 13.50 449,788.50 -
245490001 LC-RCTC 2017 PRJ: Sales Tax 71112JXC3 The Peoples Gas Light And Coke Company - 1,124,463.75 - - - - 82.50 71.25 1,124,617.50 -
245490001 LC-RCTC 2017 PRJ: Sales Tax 23336GXX4 DTE Electric Company - 998,845.00 - - - - 105.00 80.00 999,030.00 -
245490001 LC-RCTC 2017 PRJ: Sales Tax 4497W0XA1 ING (U.S.) Funding LLC - 1,124,512.50 - - - - 150.00 33.75 1,124,696.25 -
245490001 LC-RCTC 2017 PRJ: Sales Tax 78355AXP4 Ryder System, Inc.- 424,446.08 - - - - 195.50 56.67 424,698.25 -
245490001 LC-RCTC 2017 PRJ: Sales Tax 04056AWB4 Arizona Public Service Company - 999,795.00 - (1,000,000.00) - - 205.00 - - -
245490001 LC-RCTC 2017 PRJ: Sales Tax 23337SWT7 DTE Gas Company - 1,124,504.37 (299,901.00) (825,000.00) - (7.50) 404.13 - - -
245490001 LC-RCTC 2017 PRJ: Sales Tax 46640PX24 J.P. Morgan Securities LLC - 849,518.33 - - - - 453.34 28.33 850,000.00 -
245490001 LC-RCTC 2017 PRJ: Sales Tax 71112JWS9 The Peoples Gas Light And Coke Company - 999,482.78 (399,937.78) (600,000.00) - (3.11) 458.11 - - -
245490001 LC-RCTC 2017 PRJ: Sales Tax 23337SWC4 DTE Gas Company - 699,465.28 - (700,000.00) - - 534.72 - - -
245490001 LC-RCTC 2017 PRJ: Sales Tax 43357LWF5 Hitachi Capital America Corp.- 539,433.75 - (540,000.00) - - 566.25 - - -
245490001 LC-RCTC 2017 PRJ: Sales Tax 14912DW54 Caterpillar Financial Services Corporation - 1,124,409.38 - (1,125,000.00) - - 590.62 - - -
245490001 LC-RCTC 2017 PRJ: Sales Tax 02581RWU3 American Express Credit Corporation - 1,124,341.25 - (1,125,000.00) - - 658.75 - - -
245490001 LC-RCTC 2017 PRJ: Sales Tax 26055AWV4 The Dow Chemical Company - 1,124,330.63 - (1,125,000.00) - - 669.37 - - -
245490001 LC-RCTC 2017 PRJ: Sales Tax 43357LXB3 HITACHI CAPITAL AMERICA CORP - 1,123,640.63 - - - - 890.62 131.25 1,124,662.50 -
245490001 LC-RCTC 2017 PRJ: Sales Tax 161571HG2 CHAIT 166 A - - - - - - 926.06 281.15 1,998,360.00 977.78
245490001 LC-RCTC 2017 PRJ: Sales Tax 46640PWD1 J.P. Morgan Securities LLC - 848,991.81 - (850,000.00) - - 1,008.19 - - -
245490001 LC-RCTC 2017 PRJ: Sales Tax 61979JX44 Motiva Enterprises LLC - 1,123,687.50 - - - - 1,171.88 61.88 1,124,921.25 -
245490001 LC-RCTC 2017 PRJ: Sales Tax 78355AWC4 Ryder System, Inc.- 1,123,792.50 - (1,125,000.00) - - 1,207.50 - - -
245490001 LC-RCTC 2017 PRJ: Sales Tax 02360RW55 Ameren Corporation - - - (1,250,000.00) - - 1,359.38 - - -
245490001 LC-RCTC 2017 PRJ: Sales Tax 313385LR5 FEDERAL HOME LOAN BANKS - - - (1,600,000.00) - - 1,616.00 - - -
245490001 LC-RCTC 2017 PRJ: Sales Tax 65478QAD0 NALT 16A A3 - - - - - - 2,796.28 1,995,830.10 1,999,760.00 1,324.44
245490001 LC-RCTC 2017 PRJ: Sales Tax 34108AXH5 Florida Power & Light Company - - - - - - 5,962.50 300.00 2,998,500.00 -
245490001 LC-RCTC 2017 PRJ: Sales Tax 92343VBM5 VERIZON COMMUNICATIONS INC - - (2,040,000.00) - - 1,923,406.77 28,681.32 - - -
- 36,545,637.22 (17,667,806.23) (15,015,000.00) (1,814,801.61) 1,901,312.89 27,370.43 1,975,403.95 56,001,386.37 193,438.55
41
Page 23 of 36
Source
Account Account Identifier Description
Beginning Base
Market Value Base Purchases Base Sales
Base Maturities and
Redemptions Base Paydowns
Net Total Realized
Gain/Loss
Base
Amortization/A
ccretion
Base Change In
Net Unrealized
Gain/Loss
Ending Base
Market Value
Ending Accrued
Income Balance
2017 Financing STAMP Portfolio Transaction Report by Account
Quarter ended September 30, 2017
- 192,371,928.34 (90,137,262.97) (90,890,000.00) (2,130,345.10) 1,901,533.24 48,518.15 1,944,368.96 154,452,046.26 543,816.16
42
2017 Financing STAMP Portfolio Summary of Investments for quarter ended September 30, 2017
Credit Rating Industry Group
Asset Class Security Type Market Sector
ATTACHMENT 13
43
2017 Financing STAMP Portfolio
Sales Tax Revenue Fund Summary of Investments for quarter ended September 30, 2017
Credit Rating Industry Group
Asset Class Security Type Market Sector
ATTACHMENT 14
44
2017 Financing STAMP Portfolio
Sales Tax I15 ELP Project Revenue Fund Summary of Investments for quarter ended September 30, 2017
Credit Rating Industry Group
Asset Class Security Type Market Sector
ATTACHMENT 15
45
Account Number: 001050990415 Name: RIVERSIDE COUNTY TRANS COMM
CUSIP Security Type Category Issuer
Final
Maturity Trade Date
Next Call
Date Original Cost
Base Market
Value
Unrealized
Gain/Loss
Accrued
Income Coupon Yield
Credit
Rating
02582JHG8 Asset-Backed AMERICAN EXPRESS 1.640% 12/15/21 12/15/2021 5/30/2017 419,932.72 419,496.00 (436.72) 306.13 1.6400 1.6431 AAA
037833AG5 Credit APPLE INC 1.42233% 5/03/18 5/3/2018 5/3/2013 250,176.45 250,352.50 176.05 582.76 1.5600 1.4202 AA+
037833BQ2 Credit APPLE INC 1.700% 2/22/19 2/22/2019 2/23/2016 39,993.20 40,096.00 102.80 71.78 1.7000 1.6982 AA+
037833CB4 Credit APPLE INC 1.100% 8/02/19 8/2/2019 8/4/2016 59,940.00 59,481.60 (458.40) 104.50 1.1000 1.1117 AA+
037833CE8 Credit APPLE INC 1.550% 2/08/19 2/8/2019 2/9/2017 139,893.60 140,043.40 149.80 319.47 1.5500 1.5513 AA+
037833CS7 Credit APPLE INC 1.800% 5/11/20 5/11/2020 5/11/2017 484,505.30 485,218.25 712.95 3,395.00 1.8000 1.8018 AA+
053015AD5 Credit AUTOMATIC DATA 2.250% 9/15/20 9/15/2020 9/15/2015 8/15/2020 456,028.19 454,410.00 (1,618.19) 450.00 2.2500 2.2290 AA
05582QAD9 Asset-Backed BMW VEHICLE OWNER 1.160% 11/25/20 11/25/2020 7/20/2016 454,997.95 452,233.60 (2,764.35) 87.97 1.1600 1.1676 N/A
06406HBM0 Credit BANK NY MELLON MTN 5.450% 5/15/19 5/15/2019 5/12/2009 258,243.04 255,694.78 (2,548.26) 4,982.51 5.4500 5.1673 A
06406HCK3 Credit BANK OF NY MTN 1.69944% 3/06/18 3/6/2018 3/6/2013 750,236.84 751,485.00 1,248.16 885.13 1.7600 1.6965 A
084664CD1 Credit BERKSHIRE HATHAWAY 1.63976% 1/12/18 1/12/2018 1/15/2015 250,118.25 250,220.00 101.75 808.71 1.6000 1.6384 AA
084664CK5 Credit BERKSHIRE HATHAWAY 1.300% 8/15/19 8/15/2019 8/15/2016 159,844.80 158,856.00 (988.80) 265.78 1.3000 1.3094 AA
13063BFS6 Taxable Muni CALIFORNIA ST BUILD 6.650% 3/01/22 3/1/2022 4/1/2010 497,193.75 492,345.50 (4,848.25) 2,355.21 6.6500 5.7493 AA-
13063C4V9 Taxable Muni CALIFORNIA ST 1.050% 11/01/18 11/1/2018 11/3/2016 149,887.50 149,187.00 (700.50) 656.25 1.0500 1.0563 AA-
13063DAB4 Taxable Muni CALIFORNIA ST HIGH 1.593% 4/01/19 4/1/2019 4/27/2017 350,036.90 349,926.50 (110.40) 2,385.08 1.5900 1.5973 AA-
13066YTY5 Taxable Muni CALIFORNIA ST DEPT 1.713% 5/01/21 5/1/2021 9/28/2016 107,199.40 106,694.77 (504.63) 772.92 1.7100 1.7342 AA
13077CT38 Taxable Muni CALIFORNIA ST 1.982% 11/01/19 11/1/2019 8/5/2015 130,503.10 130,065.00 (438.10) 1,073.58 1.9800 1.9805 AA-
161571HC1 Asset-Backed CHASE ISSUANCE TRUST 1.370% 6/15/21 6/15/2021 6/17/2016 750,113.57 745,095.00 (5,018.57) 456.67 1.3700 1.3800 AAA
166764AN0 Credit CHEVRON CORP 2.193% 11/15/19 11/15/2019 11/18/2014 504,602.27 504,705.00 102.73 4,142.33 2.1900 2.1743 AA-
166764BA7 Credit CHEVRON CORP 1.790% 11/16/18 11/16/2018 11/17/2015 251,817.22 250,470.00 (1,347.22) 1,665.69 1.7900 1.7874 AA-
17275RAE2 Credit CISCO SYSTEMS INC 4.950% 2/15/19 2/15/2019 2/17/2009 377,651.77 376,084.80 (1,566.97) 2,277.00 4.9500 4.7473 AA-
17275RAU6 Credit CISCO SYSTEMS INC 1.650% 6/15/18 6/15/2018 6/17/2015 399,932.00 400,500.00 568.00 1,943.33 1.6500 1.6479 AA-
17275RBG6 Credit CISCO SYSTEMS INC 1.400% 9/20/19 9/20/2019 9/20/2016 109,877.90 109,447.80 (430.10) 47.06 1.4000 1.4079 AA-
17305EGA7 Asset-Backed CITIBANK CREDIT CARD 1.740% 1/19/21 1/19/2021 1/26/2017 479,908.08 480,460.80 552.72 1,716.80 1.7400 1.7397 AAA
17305EGB5 Asset-Backed CITIBANK CREDIT 1.920% 4/07/22 4/7/2022 4/11/2017 229,933.74 230,144.90 211.16 2,085.33 1.9200 1.9225 AAA
191216BT6 Credit COCA COLA CO THE 1.875% 10/27/20 10/27/2020 10/27/2015 500,220.00 499,770.00 (450.00) 4,010.42 1.8800 1.8760 AA-
191216BV1 Credit COCA COLA CO 1.375% 5/30/19 5/30/2019 5/31/2016 249,825.00 249,190.00 (635.00) 1,155.38 1.3800 1.3800 AA-
30231GAD4 Credit EXXON MOBIL CORP 1.819% 3/15/19 3/15/2019 3/20/2014 2/15/2019 100,311.36 100,560.00 248.64 80.84 1.8200 1.8133 AA+
30231GAL6 Credit EXXON MOBIL 1.305% 3/06/18 3/6/2018 3/6/2015 460,000.00 459,756.20 (243.80) 416.88 1.3100 1.3057 AA+
30231GAP7 Credit EXXON MOBIL 1.708% 3/01/19 3/1/2019 3/3/2016 40,000.00 40,034.00 34.00 56.93 1.7100 1.7053 AA+
30231GAU6 Credit EXXON MOBIL 1.439% 3/01/18 3/1/2018 3/3/2016 40,000.00 40,016.00 16.00 47.97 1.4400 1.4387 AA+
3130AAE46 Agencies F H L B 1.250% 1/16/19 1/16/2019 12/8/2016 1,009,959.60 1,007,535.60 (2,424.00) 2,630.21 1.2500 1.2544 AA+
3130AAXX1 Agencies F H L B DEB 1.375% 3/18/19 3/18/2019 3/10/2017 518,793.60 519,313.60 520.00 258.19 1.3800 1.3780 AA+
3130ABF92 Agencies F H L B 1.375% 5/28/19 5/28/2019 5/12/2017 728,620.30 728,846.60 226.30 3,875.59 1.3800 1.3786 AA+
3130ABMP8 Agencies F H L B DEB 1.133% 6/27/19 6/27/2019 6/27/2017 1,399,841.11 1,400,014.00 172.89 176.24 1.1700 1.1330 AA+
3130ACE26 Agencies F H L B 1.375% 9/28/20 9/28/2020 9/8/2017 358,844.40 356,554.80 (2,289.60) 41.25 1.3800 1.3905 AA+
3133EHRD7 Agencies F F C B DEB 1.31611% 7/13/22 7/13/2022 7/13/2017 310,000.00 309,352.10 (647.90) 202.88 1.3200 1.3188 AA+
3133EHRZ8 Agencies F F C B 1.23444% 6/25/20 6/25/2020 7/25/2017 510,000.00 509,949.00 (51.00) 104.93 1.2400 1.2347 AA+
3133EHTJ2 Agencies F F C B DEB 1.30722% 8/01/22 8/1/2022 8/1/2017 230,000.00 229,802.20 (197.80) 250.55 1.3100 1.3083 AA+
3133EHVR1 Agencies F F C B DEB 1.24611% 8/24/20 8/24/2020 8/24/2017 130,000.00 130,000.00 - 31.50 1.2500 1.2461 AA+
3133EHXH1 Agencies F F C B 1.31167% 9/06/22 9/6/2022 9/6/2017 260,000.00 259,716.60 (283.40) - 1.3100 1.3131 AA+
3134GBFU1 Agencies F H L M C M T N 1.750% 4/27/20 4/27/2020 4/27/2017 10/27/2017 750,477.75 750,075.00 (402.75) 5,614.58 1.7500 1.7503 AA+
3135G0J53 Agencies F N M A DEB 1.000% 2/26/19 2/26/2019 2/23/2016 498,820.00 496,815.00 (2,005.00) 486.11 1.0000 1.0072 AA+
3135G0K77 Agencies F N M A DEB 1.250% 6/13/19 6/13/2019 6/13/2016 12/13/2017 490,000.00 487,476.50 (2,523.50) 1,837.50 1.2500 1.2570 AA+
3135G0N33 Agencies F N M A 0.875% 8/02/19 8/2/2019 8/2/2016 529,109.60 523,751.30 (5,358.30) 760.03 0.8800 0.8862 AA+
3135G0P49 Agencies F N M A 1.000% 8/28/19 8/28/2019 9/2/2016 509,204.40 505,002.00 (4,202.40) 467.50 1.0000 1.0109 AA+
3135G0T29 Agencies F N M A DEB 1.500% 2/28/20 2/28/2020 2/28/2017 299,808.00 299,286.00 (522.00) 412.50 1.5000 1.5064 AA+
3136AMTM1 Mortgage-Backed F N M A GTD REMIC 1.186% 9/25/18 9/25/2018 3/1/2015 180,035.20 179,991.30 (43.90) 44.61 1.4400 1.4413 N/A
3137BNN26 Mortgage-Backed F H L M C MLTCL MTG 1.780% 7/25/19 7/25/2019 4/1/2016 57,708.66 57,360.72 (347.94) 85.12 1.7800 1.7824 N/A
3137BPCF4 Mortgage-Backed F H L M C MLTCL MTG 1.376% 10/25/20 10/25/2020 5/1/2016 299,692.82 298,073.86 (1,618.96) 68.73 1.3800 1.3862 N/A
3137EAEB1 Agencies F H L M C M T N 0.875% 7/19/19 7/19/2019 7/20/2016 350,150.58 346,935.42 (3,215.16) 614.25 0.8800 0.8854 AA+
3137EAED7 Agencies F H L M C M T N 0.875% 10/12/18 10/12/2018 9/16/2016 1,509,720.70 1,502,495.30 (7,225.40) 6,202.53 0.8800 0.8799 AA+
3137EAEH8 Agencies F H L M C 1.375% 8/15/19 8/15/2019 7/19/2017 509,250.30 508,470.00 (780.30) 1,402.50 1.3800 1.3807 AA+
31846V203 FIRST AM GOVT OB FD CL Y 279,144.26 279,144.26 - 186.74 0.6233
43814PAC4 Asset-Backed HONDA AUTO 1.790% 9/20/21 9/20/2021 9/29/2017 149,983.76 149,845.50 (138.26) 14.92 1.7900 1.7932 AAA
47787XAC1 Asset-Backed JOHN DEERE OWNER 1.780% 4/15/21 4/15/2021 3/2/2017 309,955.86 309,993.80 37.94 245.24 1.7800 1.7820 N/A
532457BF4 Credit ELI LILLY CO 1.950% 3/15/19 3/15/2019 2/25/2014 527,542.70 527,562.00 19.30 455.00 1.9500 1.9426 AA-
544445AY5 Taxable Muni LOS ANGELES CA DEPT 1.750% 5/15/19 5/15/2019 12/6/2016 100,000.00 99,594.00 (406.00) 661.11 1.7500 1.7498 AA
54465AGK2 Taxable Muni LOS ANGELES CA 1.125% 9/01/19 9/1/2019 8/25/2016 266,868.00 265,847.40 (1,020.60) 253.13 1.1300 1.1408 AA
54473ERP1 Taxable Muni LOS ANGELES CNTY CA 1.507% 12/01/17 12/1/2017 9/2/2015 25,000.00 25,001.00 1.00 125.58 1.5100 1.5069 AA
54473ERQ9 Taxable Muni LOS ANGELES CNTY CA 2.036% 12/01/18 12/1/2018 9/2/2015 50,000.00 50,112.50 112.50 339.33 2.0400 2.0350 AA
Payden & Rygel Operating Portfolio by Investment Category for Quarter ended September 30, 2017
ATTACHMENT 16
46
Account Number: 001050990415 Name: RIVERSIDE COUNTY TRANS COMM
CUSIP Security Type Category Issuer
Final
Maturity Trade Date
Next Call
Date Original Cost
Base Market
Value
Unrealized
Gain/Loss
Accrued
Income Coupon Yield
Credit
Rating
Payden & Rygel Operating Portfolio by Investment Category for Quarter ended September 30, 2017
58769DAD2 Asset-Backed MERCEDES BENZ AUTO 1.790% 4/15/20 4/15/2020 4/26/2017 369,991.56 370,425.50 433.94 294.36 1.7900 1.7911 AAA
589331AN7 Credit MERCK CO INC 5.000% 6/30/19 6/30/2019 6/25/2009 532,372.66 528,430.00 (3,942.66) 6,319.44 5.0000 4.7512 AA
594918BF0 Credit MICROSOFT CORP 1.300% 11/03/18 11/3/2018 11/3/2015 250,476.84 249,597.50 (1,318.71) 1,336.11 1.3000 1.3029 AAA
594918BV5 Credit MICROSOFT CORP 1.850% 2/06/20 2/6/2020 2/6/2017 499,665.00 502,060.00 2,395.00 1,413.19 1.8500 1.8466 AAA
6055806F1 Taxable Muni MISSISSIPPI ST SER D 3.381% 11/01/18 11/1/2018 11/10/2010 102,806.50 101,975.00 (831.50) 1,408.75 3.3800 3.3215 AA
649791EJ5 Taxable Muni NEW YORK ST REF SER 3.600% 9/01/19 9/1/2019 3/30/2011 519,302.05 515,680.00 (3,622.05) 1,500.00 3.6000 3.4924 AA+
649791EV8 Taxable Muni NEW YORK ST SER B 3.600% 2/15/19 2/15/2019 3/30/2011 257,117.92 256,020.00 (1,097.92) 1,150.00 3.6000 3.5161 AA+
650119AE0 Taxable Muni NEW YORK UNIVERSITY 1.315% 7/01/18 7/1/2018 4/16/2015 120,000.00 119,504.40 (495.60) 394.50 1.3200 1.3207 AA-
66989HAD0 Credit NOVARTIS CAPITAL 4.400% 4/24/20 4/24/2020 3/16/2010 508,373.50 505,290.75 (3,082.75) 9,114.72 4.4000 4.1464 AA-
66989HAL2 Credit NOVARTIS CAPITAL 1.800% 2/14/20 2/14/2020 2/17/2017 129,491.70 130,042.90 551.20 305.50 1.8000 1.8003 AA-
68389XAQ8 Credit ORACLE CORP 2.375% 1/15/19 1/15/2019 7/16/2013 506,130.46 505,060.00 (1,070.46) 2,506.94 2.3800 2.3536 AA-
702282ND2 Taxable Muni PASADENA CA UNIF 1.861% 11/01/18 11/1/2018 3/20/2014 250,907.80 250,492.50 (415.30) 1,938.54 1.8600 1.8554 A+
717081DL4 Credit PFIZER INC 2.100% 5/15/19 5/15/2019 5/15/2014 252,179.23 252,167.50 (11.73) 1,983.33 2.1000 2.0843 AA
717081DU4 Credit PFIZER INC 1.450% 6/03/19 6/3/2019 6/3/2016 249,715.00 249,197.50 (517.50) 1,188.19 1.4500 1.4555 AA
80284TAF2 Asset-Backed SANTANDER DRIVE 1.770% 9/15/20 9/15/2020 2/28/2017 109,999.24 109,951.60 (47.64) 86.53 1.7700 1.7716 AAA
882723UC1 Taxable Muni TEXAS ST REF WTR 2.036% 8/01/20 8/1/2020 2/5/2015 251,714.10 250,617.50 (1,096.60) 848.33 2.0400 2.0288 AAA
89190BAD0 Asset-Backed TOYOTA AUTO 1.760% 7/15/21 7/15/2021 5/17/2017 519,960.12 519,937.60 (22.52) 406.76 1.7600 1.7622 AAA
89236TAY1 Credit TOYOTA MOTOR MTN 2.000% 10/24/18 10/24/2018 10/24/2013 344,128.56 341,628.60 (2,499.96) 2,965.56 2.0000 1.9917 AA-
89236TDU6 Credit TOYOTA MOTOR MTN 1.950% 4/17/20 4/17/2020 4/17/2017 254,882.70 255,094.35 211.65 2,265.25 1.9500 1.9499 AA-
89238MAD0 Asset-Backed TOYOTA AUTO 1.730% 2/16/21 2/16/2021 3/15/2017 375,955.74 375,763.12 (192.62) 289.10 1.7300 1.7327 AAA
90290AAC1 Asset-Backed USAA AUTO OWNER 1.700% 5/17/21 5/17/2021 9/20/2017 139,985.24 139,748.00 (237.24) 72.72 1.7000 1.7049 AAA
90331HMY6 Credit US BANK NA MTN 1.400% 4/26/19 4/26/2019 4/26/2016 3/26/2019 750,413.40 750,907.90 494.50 4,550.97 1.4000 1.4070 AA-
91159HHE3 Credit US BANCORP MTN 1.950% 11/15/18 11/15/2018 11/7/2013 10/15/2018 252,721.85 251,035.00 (1,686.85) 1,841.67 1.9500 1.9437 A+
9128282Q2 Treasuries U S TREASURY NT 1.500% 8/15/20 8/15/2020 8/15/2017 2,741,316.98 2,734,853.29 (6,463.69) 5,254.93 1.5000 1.5073 N/A
9128282T6 Treasuries U S TREASURY NT 1.250% 8/31/19 8/31/2019 8/31/2017 2,674,565.71 2,667,587.46 (6,978.25) 2,867.71 1.2500 1.2571 N/A
9128282V1 Treasuries U S TREASURY NT 1.375% 9/15/20 9/15/2020 9/15/2017 1,104,097.19 1,102,329.90 (1,767.29) 674.59 1.3800 1.3868 N/A
912828P95 Treasuries U S TREASURY NT 1.000% 3/15/19 3/15/2019 3/15/2016 2,832,857.24 2,812,963.40 (20,011.55) 1,250.83 1.0000 1.0071 N/A
912828S43 Treasuries U S TREASURY NT 0.750% 7/15/19 7/15/2019 7/15/2016 3,535,162.11 3,505,767.00 (29,395.11) 5,643.34 0.7500 0.7603 N/A
912828U40 Treasuries U S TREASURY NT 1.000% 11/30/18 11/30/2018 11/30/2016 781,755.09 781,443.95 (311.14) 2,638.11 1.0000 1.0051 N/A
912828XS4 Treasuries U S TREASURY NT 1.250% 5/31/19 5/31/2019 5/31/2017 4,395,187.50 4,386,272.00 (8,915.50) 18,483.61 1.2500 1.2554 N/A
912828XU9 Treasuries U S TREASURY NT 1.500% 6/15/20 6/15/2020 6/15/2017 585,069.66 583,718.85 (1,350.81) 2,589.34 1.5000 1.5061 N/A
91412G2R5 Taxable Muni UNIV OF CALIFORNIA 1.877% 5/15/20 5/15/2020 9/28/2017 90,000.00 89,849.70 (150.30) 14.08 1.8800 1.8863 AA-
91412G2S3 Taxable Muni UNIV OF CALIFORNIA 2.112% 5/15/21 5/15/2021 9/28/2017 140,000.00 139,568.80 (431.20) 24.64 2.1100 2.1258 AA-
91412GD36 Taxable Muni UNIV OF CA 1.169% 5/15/19 5/15/2019 4/20/2016 140,000.00 138,713.40 (1,286.60) 618.27 1.1700 1.1785 AA
91412GPZ2 Taxable Muni UNIV OF CA 1.296% 5/15/18 5/15/2018 3/14/2013 250,658.41 249,565.00 (1,093.41) 1,224.00 1.3000 1.2975 AA
91412GS71 Taxable Muni UNIVERSITY OF CA 1.610% 5/15/19 5/15/2019 5/18/2017 25,000.00 24,956.75 (43.25) 148.70 1.6100 1.6120 AA
91412GSB2 Taxable Muni UNIV CALIFORNIA CA 1.796% 7/01/19 7/1/2019 3/14/2013 225,951.33 225,175.50 (775.83) 1,010.25 1.8000 1.7976 AA
91412GWU5 Taxable Muni UNIV CALIFORNIA CA 1.418% 5/15/18 5/15/2018 3/25/2015 250,000.00 249,755.00 (245.00) 1,339.22 1.4200 1.4186 AA
91412GWV3 Taxable Muni UNIV OF CA 2.003% 5/15/19 5/15/2019 3/25/2015 250,000.00 251,112.50 1,112.50 1,891.72 2.0000 1.9934 AA
949746SP7 Credit WELLS FARGO 2.112% 2/11/22 2/11/2022 2/13/2017 2/11/2021 125,000.00 126,160.00 1,160.00 374.00 2.2400 2.0895 A
94974BFK1 Credit WELLS FARGO MTN 1.78317% 4/23/18 4/23/2018 4/23/2013 320,445.41 321,024.00 578.59 1,109.53 1.9400 1.7777 A
94988J5D5 Credit WELLS FARGO BANK MTN 1.750% 5/24/19 5/24/2019 6/2/2016 503,793.05 504,651.55 858.50 3,117.67 1.7500 1.7498 AA-
51,120,606.35 50,972,053.03 (149,110.40) 161,908.76
47
Page 29 of 36
Account Number: 001050990415 Name: RIVERSIDE COUNTY TRANS COMM
Transaction
Date Trade Date
Settlement
Date CUSIP Description Units Price Commissions SEC Fees
Miscellaneous
Fees Net Cash Amount
Federal Tax Cost
Amount
Short Term
Gain/Loss
Amount
Long Term
Gain/Loss
Amount
7/3/2017 7/3/2017 7/3/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 3,707.5000 1.000000 - - - (3,707.50) 3,707.50 - -
7/3/2017 31846V203
INTEREST EARNED ON FIRST AM GOVT OB FD CL Y UNIT ON 0.0000
SHARES DUE 6/30/2017 INTEREST FROM 6/1/17 TO 6/30/17 0.0000 0.000000 - - - 168.08 - - -
7/3/2017 7/1/2017 7/1/2017 650119AD2
MATURED PAR VALUE OF NEW YORK UNIVERSITY 0.898% 7/01/17
200,000 PAR VALUE AT 100 %-200,000.0000 1.000000 - - - 200,000.00 (200,000.00) - -
7/3/2017 650119AD2
INTEREST EARNED ON NEW YORK UNIVERSITY 0.898% 7/01/17 $1 PV
ON 200000.0000 SHARES DUE 7/1/2017 0.0000 0.000000 - - - 898.00 - - -
7/3/2017 650119AE0
INTEREST EARNED ON NEW YORK UNIVERSITY 1.315% 7/01/18 $1 PV
ON 120000.0000 SHARES DUE 7/1/2017 0.0000 0.000000 - - - 789.00 - - -
7/3/2017 91412GSB2
AMORTIZED PREMIUM ON UNIV CALIFORNIA CA 1.796% 7/01/19
CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (65.67) - -
7/3/2017 91412GSB2
INTEREST EARNED ON UNIV CALIFORNIA CA 1.796% 7/01/19 $1 PV
ON 225000.0000 SHARES DUE 7/1/2017 0.0000 0.000000 - - - 2,020.50 - - -
7/5/2017 7/5/2017 7/5/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 196,286.8600 1.000000 - - - (196,286.86) 196,286.86 - -
7/5/2017 7/5/2017 882723UC1
PAID ACCRUED INTEREST ON PURCHASE OF TEXAS ST REF WTR
2.036% 8/01/20 0.0000 0.000000 - - - (2,177.39) - - -
7/5/2017 6/29/2017 7/5/2017 882723UC1
PURCHASED PAR VALUE OF TEXAS ST REF WTR 2.036% 8/01/20
/RAYMOND JAMES/FI/250,000 PAR VALUE AT 100.701 %250,000.0000 1.007010 - - - (251,752.50) 251,752.50 - -
7/5/2017 7/5/2017 912828XU9
RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT
1.500% 6/15/20 0.0000 0.000000 - - - 204.92 - - -
7/5/2017 6/29/2017 7/5/2017 912828XU9
SOLD PAR VALUE OF U S TREASURY NT 1.500% 6/15/20 /RBC
CAPITAL MARKETS, LLC/250,000 PAR VALUE AT 99.9375 %-250,000.0000 0.999375 - - - 249,843.75 (250,032.70) (188.95) -
7/5/2017 912828XU9
AMORTIZED PREMIUM ON U S TREASURY NT 1.500% 6/15/20
CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (6.44) - -
7/7/2017 7/7/2017 13077CT38
PAID ACCRUED INTEREST ON PURCHASE OF CALIFORNIA ST
1.982% 11/01/19 0.0000 0.000000 - - - (472.38) - - -
7/7/2017 7/5/2017 7/7/2017 13077CT38
PURCHASED PAR VALUE OF CALIFORNIA ST 1.982% 11/01/19
/PERSHING LLC/130,000 PAR VALUE AT 100.387 %130,000.0000 1.003870 - - - (130,503.10) 130,503.10 - -
7/7/2017 7/7/2017 7/7/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -130,975.4800 1.000000 - - - 130,975.48 (130,975.48) - -
7/10/2017 7/10/2017 7/10/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 121,688.9500 1.000000 - - - (121,688.95) 121,688.95 - -
7/10/2017 7/10/2017 649791EV8
PAID ACCRUED INTEREST ON PURCHASE OF NEW YORK ST SER B
3.600% 2/15/19 0.0000 0.000000 - - - (3,625.00) - - -
7/10/2017 7/5/2017 7/10/2017 649791EV8
PURCHASED PAR VALUE OF NEW YORK ST SER B 3.600% 2/15/19
/PIPER JAFFRAY/250,000 PAR VALUE AT 103.028 %250,000.0000 1.030280 - - - (257,570.00) 257,570.00 - -
7/10/2017 7/10/2017 912828W63
RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT
1.625% 3/15/20 0.0000 0.000000 - - - 671.64 - - -
7/10/2017 7/5/2017 7/10/2017 912828W63
SOLD PAR VALUE OF U S TREASURY NT 1.625% 3/15/20 /RBC
CAPITAL MARKETS, LLC/130,000 PAR VALUE AT 100.25 %-130,000.0000 1.002500 - - - 130,325.00 (129,981.04) 343.96 -
7/10/2017 7/10/2017 912828W63
RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT
1.625% 3/15/20 0.0000 0.000000 - - - 1,291.61 - - -
7/10/2017 7/5/2017 7/10/2017 912828W63
SOLD PAR VALUE OF U S TREASURY NT 1.625% 3/15/20 /RBC
CAPITAL MARKETS, LLC/250,000 PAR VALUE AT 100.238281 %-250,000.0000 1.002383 - - - 250,595.70 (249,963.55) 632.15 -
7/12/2017 084664CD1
AMORTIZED PREMIUM ON BERKSHIRE HATHAWAY 1.45567% 1/12/18
CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (58.17) - -
7/12/2017 084664CD1
INTEREST EARNED ON BERKSHIRE HATHAWAY 1.45567% 1/12/18 $1
PV ON 250000.0000 SHARES DUE 7/12/2017 0.0000 0.000000 - - - 919.90 - - -
7/13/2017 7/7/2017 7/13/2017 3133EHRD7
PURCHASED PAR VALUE OF F F C B DEB 1.30444% 7/13/22
/JEFFERIES LLC/310,000 PAR VALUE AT 100 %310,000.0000 1.000000 - - - (310,000.00) 310,000.00 - -
7/13/2017 7/13/2017 7/13/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -309,080.1000 1.000000 - - - 309,080.10 (309,080.10) - -
7/17/2017 02582JHG8
INTEREST EARNED ON AMERICAN EXPRESS 1.640% 12/15/21 $1 PV
ON 574.0000 SHARES DUE 7/15/2017 $0.00137/PV ON 420,000.00 PV
DUE 7/15/17 0.0000 0.000000 - - - 574.00 - - -
7/17/2017 161571HC1
AMORTIZED PREMIUM ON CHASE ISSUANCE TRUST 1.370% 6/15/21
CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (28.96) - -
7/17/2017 161571HC1
INTEREST EARNED ON CHASE ISSUANCE TRUST 1.370% 6/15/21 $1
PV ON 856.2500 SHARES DUE 7/15/2017 $0.00114/PV ON 750,000.00
PV DUE 7/15/17 0.0000 0.000000 - - - 856.25 - - -
7/17/2017 17305EGA7
INTEREST EARNED ON CITIBANK CREDIT CARD 1.740% 1/19/21 $1 PV
ON 480000.0000 SHARES DUE 7/17/2017 0.0000 0.000000 - - - 3,967.20 - - -
7/17/2017 3130AAE46
INTEREST EARNED ON F H L B 1.250% 1/16/19 $1 PV ON
1010000.0000 SHARES DUE 7/16/2017 0.0000 0.000000 - - - 6,312.50 - - -
7/17/2017 7/17/2017 7/17/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 5,189.7000 1.000000 - - - (5,189.70) 5,189.70 - -
7/17/2017 7/17/2017 7/17/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 29,655.2400 1.000000 - - - (29,655.24) 29,655.24 - -
7/17/2017 47787XAC1
INTEREST EARNED ON JOHN DEERE OWNER 1.780% 4/15/21 $1 PV
ON 459.8300 SHARES DUE 7/15/2017 $0.00148/PV ON 310,000.00 PV
DUE 7/15/17 0.0000 0.000000 - - - 459.83 - - -
7/17/2017 58769DAD2
INTEREST EARNED ON MERCEDES BENZ AUTO 1.790% 4/15/20 $1
PV ON 551.9200 SHARES DUE 7/15/2017 $0.00149/PV ON 370,000.00
PV DUE 7/15/17 0.0000 0.000000 - - - 551.92 - - -
7/17/2017 68389XAQ8
AMORTIZED PREMIUM ON ORACLE CORP 2.375% 1/15/19
CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (542.04) - -
7/17/2017 68389XAQ8
INTEREST EARNED ON ORACLE CORP 2.375% 1/15/19 $1 PV ON
500000.0000 SHARES DUE 7/15/2017 0.0000 0.000000 - - - 5,937.50 - - -
Payden & Rygel Operating Portfolio Transaction Report
Quarter ended September 30, 2017
ATTACHMENT 17
48
Page 30 of 36
Account Number: 001050990415 Name: RIVERSIDE COUNTY TRANS COMM
Transaction
Date Trade Date
Settlement
Date CUSIP Description Units Price Commissions SEC Fees
Miscellaneous
Fees Net Cash Amount
Federal Tax Cost
Amount
Short Term
Gain/Loss
Amount
Long Term
Gain/Loss
Amount
Payden & Rygel Operating Portfolio Transaction Report
Quarter ended September 30, 2017
7/17/2017 80284TAF2
INTEREST EARNED ON SANTANDER DRIVE 1.770% 9/15/20 $1 PV
ON 162.2500 SHARES DUE 7/15/2017 $0.00148/PV ON 110,000.00 PV
DUE 7/15/17 0.0000 0.000000 - - - 162.25 - - -
7/17/2017 89190BAD0
INTEREST EARNED ON TOYOTA AUTO 1.760% 7/15/21 $1 PV ON
520000.0000 SHARES DUE 7/15/2017 0.0000 0.000000 - - - 762.67 - - -
7/17/2017 89238MAD0
INTEREST EARNED ON TOYOTA AUTO 1.730% 2/16/21 $1 PV ON
542.0700 SHARES DUE 7/15/2017 $0.00144/PV ON 376,000.00 PV DUE
7/15/17 0.0000 0.000000 - - - 542.07 - - -
7/17/2017 912828N63
AMORTIZED PREMIUM ON U S TREASURY NT 1.125% 1/15/19
CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (123.95) - -
7/17/2017 912828N63
INTEREST EARNED ON U S TREASURY NT 1.125% 1/15/19 $1 PV
ON 250000.0000 SHARES DUE 7/15/2017 0.0000 0.000000 - - - 1,406.25 - - -
7/17/2017 912828S43
INTEREST EARNED ON U S TREASURY NT 0.750% 7/15/19 $1 PV
ON 3550000.0000 SHARES DUE 7/15/2017 0.0000 0.000000 - - - 13,312.50 - - -
7/19/2017 3137EAEB1
INTEREST EARNED ON F H L M C M T N 0.875% 7/19/19 $1 PV ON
351000.0000 SHARES DUE 7/19/2017 0.0000 0.000000 - - - 1,535.63 - - -
7/19/2017 7/18/2017 7/19/2017 3137EAEH8
PURCHASED PAR VALUE OF F H L M C 1.375% 8/15/19
/PERSHING LLC/510,000 PAR VALUE AT 99.853 %510,000.0000 0.998530 - - - (509,250.30) 509,250.30 - -
7/19/2017 7/19/2017 7/19/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 384,687.7300 1.000000 - - - (384,687.73) 384,687.73 - -
7/19/2017 7/19/2017 912828L40
RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT
1.000% 9/15/18 0.0000 0.000000 - - - 1,318.21 - - -
7/19/2017 7/18/2017 7/19/2017 912828L40
SOLD PAR VALUE OF U S TREASURY NT 1.000% 9/15/18
/CITIGROUP GLOBAL MARKETS INC./385,000 PAR VALUE AT
99.68325974 %-385,000.0000 0.996833 - - - 383,780.55 (385,617.71) (1,058.55) (778.61)
7/19/2017 912828L40
AMORTIZED PREMIUM ON U S TREASURY NT 1.000% 9/15/18
CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (182.71) - -
7/19/2017 7/19/2017 912828T83
RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT
0.750% 10/31/18 0.0000 0.000000 - - - 831.52 - - -
7/19/2017 7/18/2017 7/19/2017 912828T83
SOLD PAR VALUE OF U S TREASURY NT 0.750% 10/31/18 /JP
MORGAN CHASE BANK/HSBCSI/510,000 PAR VALUE AT 99.30825882 %-510,000.0000 0.993083 - - - 506,472.12 (506,472.12) - -
7/19/2017 912828T83
ACCREDITED DISCOUNT ON U S TREASURY NT 0.750% 10/31/18
MARKET DISCOUNT 0.0000 0.000000 - - - - 1,025.65 - -
7/24/2017 7/24/2017 7/24/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 1,442.3900 1.000000 - - - (1,442.39) 1,442.39 - -
7/24/2017 94974BFK1
AMORTIZED PREMIUM ON WELLS FARGO MTN 1.78317% 4/23/18
CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (147.23) - -
7/24/2017 94974BFK1
INTEREST EARNED ON WELLS FARGO MTN 1.78317% 4/23/18 $1 PV
ON 320000.0000 SHARES DUE 7/23/2017 0.0000 0.000000 - - - 1,442.39 - - -
7/25/2017
TRUST FEES COLLECTED CHARGED FOR PERIOD 06/01/2017 THRU
06/30/2017 COLLECTED BY DISBURSEMENT 0.0000 0.000000 - - - (529.41) - - -
7/25/2017 05582QAD9
INTEREST EARNED ON BMW VEHICLE OWNER 1.160% 11/25/20 $1
PV ON 439.8300 SHARES DUE 7/25/2017 $0.00097/PV ON 455,000.00
PV DUE 7/25/17 0.0000 0.000000 - - - 439.83 - - -
7/25/2017 7/17/2017 7/25/2017 3133EHRZ8
PURCHASED PAR VALUE OF F F C B 0.00001% 6/25/20 /MIZUHO
SECURITIES USA INC./510,000 PAR VALUE AT 100 %510,000.0000 1.000000 - - - (510,000.00) 510,000.00 - -
7/25/2017 7/25/2017 7/25/2017 3136AMTM1 PAID DOWN PAR VALUE OF F N M A GTD REMIC 1.186% 9/25/18 -33,901.6500 0.000000 - - - 33,901.65 (33,892.96) - 8.69
7/25/2017 3136AMTM1
INTEREST EARNED ON F N M A GTD REMIC 1.186% 9/25/18 $1 PV
ON 377.8300 SHARES DUE 7/25/2017 $0.00101/PV ON 373,610.53 PV
DUE 7/25/17 0.0000 0.000000 - - - 377.83 - - -
7/25/2017 7/25/2017 7/25/2017 3137BNN26 PAID DOWN PAR VALUE OF F H L M C MLTCL MTG 1.780% 7/25/19 -145,042.3300 1.285355 - - - 145,042.33 (145,935.21) - (892.88)
7/25/2017 3137BNN26
AMORTIZED PREMIUM ON F H L M C MLTCL MTG 1.780% 7/25/19
CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (51.26) - -
7/25/2017 3137BNN26
INTEREST EARNED ON F H L M C MLTCL MTG 1.780% 7/25/19 $1 PV
ON 300.5500 SHARES DUE 7/25/2017 $0.00148/PV ON 202,615.10 PV
DUE 7/25/17 0.0000 0.000000 - - - 300.55 - - -
7/25/2017 7/25/2017 7/25/2017 3137BPCF4 PAID DOWN PAR VALUE OF F H L M C MLTCL MTG 1.376% 10/25/20 -38,423.0900 775.749582 - - - 38,423.09 (38,422.78) - 0.31
7/25/2017 3137BPCF4
INTEREST EARNED ON F H L M C MLTCL MTG 1.376% 10/25/20 $1 PV
ON 457.4900 SHARES DUE 7/25/2017 $0.00129/PV ON 355,872.27 PV
DUE 7/25/17 0.0000 0.000000 - - - 457.49 - - -
7/25/2017 7/25/2017 7/25/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 184,663.2900 1.000000 - - - (184,663.29) 184,663.29 - -
7/25/2017 7/25/2017 7/25/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -476,249.9300 1.000000 - - - 476,249.93 (476,249.93) - -
8/1/2017 7/26/2017 8/1/2017 3133EHTJ2
PURCHASED PAR VALUE OF F F C B DEB 0.00001% 8/01/22
/CITIGROUP GLOBAL MARKETS INC./230,000 PAR VALUE AT 100 %230,000.0000 1.000000 - - - (230,000.00) 230,000.00 - -
8/1/2017 8/1/2017 8/1/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -227,455.0000 1.000000 - - - 227,455.00 (227,455.00) - -
8/1/2017 31846V203
INTEREST EARNED ON FIRST AM GOVT OB FD CL Y UNIT ON 0.0000
SHARES DUE 7/31/2017 INTEREST FROM 7/1/17 TO 7/31/17 0.0000 0.000000 - - - 314.77 - - -
8/1/2017 882723UC1
AMORTIZED PREMIUM ON TEXAS ST REF WTR 2.036% 8/01/20
CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (38.40) - -
8/1/2017 882723UC1
INTEREST EARNED ON TEXAS ST REF WTR 2.036% 8/01/20 $1 PV
ON 250000.0000 SHARES DUE 8/1/2017 0.0000 0.000000 - - - 2,545.00 - - -
8/2/2017 3135G0N33
INTEREST EARNED ON F N M A 0.875% 8/02/19 $1 PV ON
530000.0000 SHARES DUE 8/2/2017 0.0000 0.000000 - - - 2,318.75 - - -
8/2/2017 8/2/2017 8/2/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 2,633.5200 1.000000 - - - (2,633.52) 2,633.52 - - 49
Page 31 of 36
Account Number: 001050990415 Name: RIVERSIDE COUNTY TRANS COMM
Transaction
Date Trade Date
Settlement
Date CUSIP Description Units Price Commissions SEC Fees
Miscellaneous
Fees Net Cash Amount
Federal Tax Cost
Amount
Short Term
Gain/Loss
Amount
Long Term
Gain/Loss
Amount
Payden & Rygel Operating Portfolio Transaction Report
Quarter ended September 30, 2017
8/3/2017 037833AG5
AMORTIZED PREMIUM ON APPLE INC 1.42233% 5/03/18
CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (58.29) - -
8/3/2017 037833AG5
INTEREST EARNED ON APPLE INC 1.42233% 5/03/18 $1 PV ON
250000.0000 SHARES DUE 8/3/2017 0.0000 0.000000 - - - 908.71 - - -
8/3/2017 8/3/2017 8/3/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 908.7100 1.000000 - - - (908.71) 908.71 - -
8/4/2017 037833CB4
INTEREST EARNED ON APPLE INC 1.100% 8/02/19 $1 PV ON
60000.0000 SHARES DUE 8/4/2017 0.0000 0.000000 - - - 330.00 - - -
8/4/2017 8/4/2017 8/4/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 330.0000 1.000000 - - - (330.00) 330.00 - -
8/7/2017 8/7/2017 8/7/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 4,625.0000 1.000000 - - - (4,625.00) 4,625.00 - -
8/7/2017 594918BV5
INTEREST EARNED ON MICROSOFT CORP 1.850% 2/06/20 $1 PV
ON 500000.0000 SHARES DUE 8/6/2017 0.0000 0.000000 - - - 4,625.00 - - -
8/8/2017 037833CE8
INTEREST EARNED ON APPLE INC 1.550% 2/08/19 $1 PV ON
140000.0000 SHARES DUE 8/8/2017 0.0000 0.000000 - - - 1,078.97 - - -
8/8/2017 8/8/2017 8/8/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 1,078.9700 1.000000 - - - (1,078.97) 1,078.97 - -
8/9/2017 8/9/2017 8/9/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 31,472.1200 1.000000 - - - (31,472.12) 31,472.12 - -
8/9/2017 8/7/2017 8/9/2017 912796RE1
PURCHASED PAR VALUE OF U S TREASURY BILL 8/15/17 /BMO
CAPITAL MARKETS CORP/BONDS/3,253,000 PAR VALUE AT
99.98441654 %3,253,000.0000 0.999844 - - - (3,252,493.07) 3,252,493.07 - -
8/9/2017 8/9/2017 912828W22
RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT
1.375% 2/15/20 0.0000 0.000000 - - - 5,317.68 - - -
8/9/2017 8/4/2017 8/9/2017 912828W22
SOLD PAR VALUE OF U S TREASURY NT 1.375% 2/15/20 /CITADEL
SECURITIES LLC/800,000 PAR VALUE AT 99.825674 %-800,000.0000 0.998257 - - - 798,605.39 (795,911.61) 2,693.78 -
8/9/2017 8/9/2017 912828W63
RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT
1.625% 3/15/20 0.0000 0.000000 - - - 15,922.84 - - -
8/9/2017 8/4/2017 8/9/2017 912828W63
SOLD PAR VALUE OF U S TREASURY NT 1.625% 3/15/20 /CITADEL
SECURITIES LLC/2,453,000 PAR VALUE AT 100.453293 %-2,453,000.0000 1.004533 - - - 2,464,119.28 (2,451,909.82) 12,209.46 -
8/11/2017 8/11/2017 8/11/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 674.6700 1.000000 - - - (674.67) 674.67 - -
8/11/2017 949746SP7
INTEREST EARNED ON WELLS FARGO 2.112% 2/11/22 $1 PV ON
125000.0000 SHARES DUE 8/11/2017 0.0000 0.000000 - - - 674.67 - - -
8/14/2017 3133EHRD7
INTEREST EARNED ON F F C B DEB 1.30389% 7/13/22 $1 PV ON
310000.0000 SHARES DUE 8/13/2017 0.0000 0.000000 - - - 348.07 - - -
8/14/2017 8/14/2017 8/14/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 1,498.5700 1.000000 - - - (1,498.57) 1,498.57 - -
8/14/2017 66989HAL2
INTEREST EARNED ON NOVARTIS CAPITAL 1.800% 2/14/20 $1 PV
ON 130000.0000 SHARES DUE 8/14/2017 0.0000 0.000000 - - - 1,150.50 - - -
8/15/2017 02582JHG8
INTEREST EARNED ON AMERICAN EXPRESS 1.640% 12/15/21 $1 PV
ON 574.0000 SHARES DUE 8/15/2017 $0.00137/PV ON 420,000.00 PV
DUE 8/15/17 0.0000 0.000000 - - - 574.00 - - -
8/15/2017 084664CK5
INTEREST EARNED ON BERKSHIRE HATHAWAY 1.300% 8/15/19 $1
PV ON 160000.0000 SHARES DUE 8/15/2017 0.0000 0.000000 - - - 1,040.00 - - -
8/15/2017 161571HC1
AMORTIZED PREMIUM ON CHASE ISSUANCE TRUST 1.370% 6/15/21
CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (25.35) - -
8/15/2017 161571HC1
INTEREST EARNED ON CHASE ISSUANCE TRUST 1.370% 6/15/21 $1
PV ON 856.2500 SHARES DUE 8/15/2017 $0.00114/PV ON 750,000.00
PV DUE 8/15/17 0.0000 0.000000 - - - 856.25 - - -
8/15/2017 17275RAE2
AMORTIZED PREMIUM ON CISCO SYSTEMS INC 4.950% 2/15/19
CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (1,669.43) - -
8/15/2017 17275RAE2
INTEREST EARNED ON CISCO SYSTEMS INC 4.950% 2/15/19 $1 PV
ON 360000.0000 SHARES DUE 8/15/2017 0.0000 0.000000 - - - 8,910.00 - - -
8/15/2017 8/15/2017 8/15/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 1,774.4200 1.000000 - - - (1,774.42) 1,774.42 - -
8/15/2017 8/15/2017 8/15/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 18,580.5100 1.000000 - - - (18,580.51) 18,580.51 - -
8/15/2017 47787XAC1
INTEREST EARNED ON JOHN DEERE OWNER 1.780% 4/15/21 $1 PV
ON 459.8300 SHARES DUE 8/15/2017 $0.00148/PV ON 310,000.00 PV
DUE 8/15/17 0.0000 0.000000 - - - 459.83 - - -
8/15/2017 58769DAD2
INTEREST EARNED ON MERCEDES BENZ AUTO 1.790% 4/15/20 $1
PV ON 551.9200 SHARES DUE 8/15/2017 $0.00149/PV ON 370,000.00
PV DUE 8/15/17 0.0000 0.000000 - - - 551.92 - - -
8/15/2017 649791EV8
AMORTIZED PREMIUM ON NEW YORK ST SER B 3.600% 2/15/19
CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (452.08) - -
8/15/2017 649791EV8
INTEREST EARNED ON NEW YORK ST SER B 3.600% 2/15/19 $1 PV
ON 250000.0000 SHARES DUE 8/15/2017 0.0000 0.000000 - - - 4,500.00 - - -
8/15/2017 80284TAF2
INTEREST EARNED ON SANTANDER DRIVE 1.770% 9/15/20 $1 PV
ON 162.2500 SHARES DUE 8/15/2017 $0.00148/PV ON 110,000.00 PV
DUE 8/15/17 0.0000 0.000000 - - - 162.25 - - -
8/15/2017 89190BAD0
INTEREST EARNED ON TOYOTA AUTO 1.760% 7/15/21 $1 PV ON
520000.0000 SHARES DUE 8/15/2017 0.0000 0.000000 - - - 762.67 - - -
8/15/2017 89238MAD0
INTEREST EARNED ON TOYOTA AUTO 1.730% 2/16/21 $1 PV ON
542.0700 SHARES DUE 8/15/2017 $0.00144/PV ON 376,000.00 PV DUE
8/15/17 0.0000 0.000000 - - - 542.07 - - -
8/15/2017 912796RE1
INTEREST EARNED ON U S TREASURY BILL 8/15/17 $1 PV ON
3253000.0000 SHARES DUE 8/15/2017 3,253,000 PAR VALUE AT 100 %0.0000 0.000000 - - - 506.93 - - -
8/15/2017 8/15/2017 8/15/2017 912796RE1
MATURED PAR VALUE OF U S TREASURY BILL 8/15/17 3,253,000
PAR VALUE AT 100 %-3,253,000.0000 1.000000 - - - 3,252,493.07 (3,252,493.07) - - 50
Page 32 of 36
Account Number: 001050990415 Name: RIVERSIDE COUNTY TRANS COMM
Transaction
Date Trade Date
Settlement
Date CUSIP Description Units Price Commissions SEC Fees
Miscellaneous
Fees Net Cash Amount
Federal Tax Cost
Amount
Short Term
Gain/Loss
Amount
Long Term
Gain/Loss
Amount
Payden & Rygel Operating Portfolio Transaction Report
Quarter ended September 30, 2017
8/15/2017 8/4/2017 8/15/2017 9128282Q2
PURCHASED PAR VALUE OF U S TREASURY NT 1.500% 8/15/20
/CITADEL SECURITIES LLC/3,253,000 PAR VALUE AT 99.9386431 %3,253,000.0000 0.999386 - - - (3,251,004.06) 3,251,004.06 - -
8/23/2017 037833BQ2
INTEREST EARNED ON APPLE INC 1.700% 2/22/19 $1 PV ON
40000.0000 SHARES DUE 8/23/2017 0.0000 0.000000 - - - 340.00 - - -
8/23/2017 8/23/2017 8/23/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 340.0000 1.000000 - - - (340.00) 340.00 - -
8/24/2017 8/24/2017 13063BFS6
PAID ACCRUED INTEREST ON PURCHASE OF CALIFORNIA ST BUILD
6.650% 3/01/22 0.0000 0.000000 - - - (13,581.70) - - -
8/24/2017 8/21/2017 8/24/2017 13063BFS6
PURCHASED PAR VALUE OF CALIFORNIA ST BUILD 6.650% 3/01/22
/RAYMOND JAMES/FI/425,000 PAR VALUE AT 117.055 %425,000.0000 1.170550 - - - (497,483.75) 497,483.75 - -
8/24/2017 8/17/2017 8/24/2017 3133EHVR1
PURCHASED PAR VALUE OF F F C B DEB 0.00001% 8/24/20
/CITIGROUP GLOBAL MARKETS INC./130,000 PAR VALUE AT 100 %130,000.0000 1.000000 - - - (130,000.00) 130,000.00 - -
8/24/2017 8/24/2017 8/24/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -130,141.2500 1.000000 - - - 130,141.25 (130,141.25) - -
8/24/2017 8/24/2017 9128282Q2
RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT
1.500% 8/15/20 0.0000 0.000000 - - - 155.91 - - -
8/24/2017 8/21/2017 8/24/2017 9128282Q2
SOLD PAR VALUE OF U S TREASURY NT 1.500% 8/15/20 /NOMURA
SECURITIES INTL., FIXED/425,000 PAR VALUE AT 100.144531 %-425,000.0000 1.001445 - - - 425,614.26 (424,739.23) 875.03 -
8/24/2017 8/24/2017 9128282Q2
RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT
1.500% 8/15/20 0.0000 0.000000 - - - 31.18 - - -
8/24/2017 8/21/2017 8/24/2017 9128282Q2
SOLD PAR VALUE OF U S TREASURY NT 1.500% 8/15/20 /NOMURA
SECURITIES INTL., FIXED/85,000 PAR VALUE AT 100.144531 %-85,000.0000 1.001445 - - - 85,122.85 (84,947.85) 175.00 -
8/25/2017
TRUST FEES COLLECTED CHARGED FOR PERIOD 07/01/2017 THRU
07/31/2017 COLLECTED BY DISBURSEMENT 0.0000 0.000000 - - - (530.33) - - -
8/25/2017 05582QAD9
INTEREST EARNED ON BMW VEHICLE OWNER 1.160% 11/25/20 $1
PV ON 439.8300 SHARES DUE 8/25/2017 $0.00097/PV ON 455,000.00
PV DUE 8/25/17 0.0000 0.000000 - - - 439.83 - - -
8/25/2017 3133EHRZ8
INTEREST EARNED ON F F C B 1.23222% 6/25/20 $1 PV ON
510000.0000 SHARES DUE 8/25/2017 0.0000 0.000000 - - - 541.15 - - -
8/25/2017 8/25/2017 8/25/2017 3136AMTM1 PAID DOWN PAR VALUE OF F N M A GTD REMIC 1.186% 9/25/18 -103,551.7600 0.000000 - - - 103,551.76 (103,525.23) - 26.53
8/25/2017 3136AMTM1
INTEREST EARNED ON F N M A GTD REMIC 1.186% 9/25/18 $1 PV
ON 416.0400 SHARES DUE 8/25/2017 $0.00122/PV ON 339,708.88 PV
DUE 8/25/17 0.0000 0.000000 - - - 416.04 - - -
8/25/2017 8/25/2017 8/25/2017 3137BNN26 PAID DOWN PAR VALUE OF F H L M C MLTCL MTG 1.780% 7/25/19 -93.4500 0.000000 - - - 93.45 (94.00) - (0.55)
8/25/2017 3137BNN26
AMORTIZED PREMIUM ON F H L M C MLTCL MTG 1.780% 7/25/19
CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (15.05) - -
8/25/2017 3137BNN26
INTEREST EARNED ON F H L M C MLTCL MTG 1.780% 7/25/19 $1 PV
ON 85.4000 SHARES DUE 8/25/2017 $0.00148/PV ON 57,572.77 PV
DUE 8/25/17 0.0000 0.000000 - - - 85.40 - - -
8/25/2017 8/25/2017 8/25/2017 3137BPCF4 PAID DOWN PAR VALUE OF F H L M C MLTCL MTG 1.376% 10/25/20 -890.1900 0.000000 - - - 890.19 (890.18) - 0.01
8/25/2017 3137BPCF4
INTEREST EARNED ON F H L M C MLTCL MTG 1.376% 10/25/20 $1 PV
ON 364.0100 SHARES DUE 8/25/2017 $0.00115/PV ON 317,449.18 PV
DUE 8/25/17 0.0000 0.000000 - - - 364.01 - - -
8/25/2017 8/25/2017 8/25/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 104,418.4500 1.000000 - - - (104,418.45) 104,418.45 - -
8/25/2017 8/25/2017 8/25/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 1,433.0500 1.000000 - - - (1,433.05) 1,433.05 - -
8/28/2017 8/28/2017 053015AD5
PAID ACCRUED INTEREST ON PURCHASE OF AUTOMATIC DATA
2.250% 9/15/20 0.0000 0.000000 - - - (4,584.38) - - -
8/28/2017 8/23/2017 8/28/2017 053015AD5
PURCHASED PAR VALUE OF AUTOMATIC DATA 2.250% 9/15/20
/BMO CAPITAL MARKETS CORP/BONDS/450,000 PAR VALUE AT 101.36
%450,000.0000 1.013600 - - - (456,120.00) 456,120.00 - -
8/28/2017 8/28/2017 166764AV2
RECEIVED ACCRUED INTEREST ON SALE OF CHEVRON CORP
1.365% 3/02/18 0.0000 0.000000 - - - 2,335.67 - - -
8/28/2017 8/23/2017 8/28/2017 166764AV2
SOLD PAR VALUE OF CHEVRON CORP 1.365% 3/02/18
/TORONTO DOMINION SECURITIES (U/350,000 PAR VALUE AT 99.972
%-350,000.0000 0.999720 - - - 349,902.00 (349,979.00) - (77.00)
8/28/2017 3135G0J53
INTEREST EARNED ON F N M A DEB 1.000% 2/26/19 $1 PV ON
500000.0000 SHARES DUE 8/26/2017 0.0000 0.000000 - - - 2,500.00 - - -
8/28/2017 3135G0P49
INTEREST EARNED ON F N M A 1.000% 8/28/19 $1 PV ON
510000.0000 SHARES DUE 8/28/2017 0.0000 0.000000 - - - 2,550.00 - - -
8/28/2017 3135G0T29
INTEREST EARNED ON F N M A DEB 1.500% 2/28/20 $1 PV ON
300000.0000 SHARES DUE 8/28/2017 0.0000 0.000000 - - - 2,250.00 - - -
8/28/2017 8/28/2017 8/28/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -101,166.7100 1.000000 - - - 101,166.71 (101,166.71) - -
9/1/2017 13063BFS6
AMORTIZED PREMIUM ON CALIFORNIA ST BUILD 6.650% 3/01/22
CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (290.00) - -
9/1/2017 13063BFS6
INTEREST EARNED ON CALIFORNIA ST BUILD 6.650% 3/01/22 $1 PV
ON 425000.0000 SHARES DUE 9/1/2017 0.0000 0.000000 - - - 14,131.25 - - -
9/1/2017 30231GAP7
INTEREST EARNED ON EXXON MOBIL 1.708% 3/01/19 $1 PV ON
40000.0000 SHARES DUE 9/1/2017 0.0000 0.000000 - - - 341.60 - - -
9/1/2017 30231GAU6
INTEREST EARNED ON EXXON MOBIL 1.439% 3/01/18 $1 PV ON
40000.0000 SHARES DUE 9/1/2017 0.0000 0.000000 - - - 287.80 - - -
9/1/2017 3133EHTJ2
INTEREST EARNED ON F F C B DEB 1.30167% 8/01/22 $1 PV ON
230000.0000 SHARES DUE 9/1/2017 0.0000 0.000000 - - - 257.80 - - -
9/1/2017 9/1/2017 9/1/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 25,537.2000 1.000000 - - - (25,537.20) 25,537.20 - - 51
Page 33 of 36
Account Number: 001050990415 Name: RIVERSIDE COUNTY TRANS COMM
Transaction
Date Trade Date
Settlement
Date CUSIP Description Units Price Commissions SEC Fees
Miscellaneous
Fees Net Cash Amount
Federal Tax Cost
Amount
Short Term
Gain/Loss
Amount
Long Term
Gain/Loss
Amount
Payden & Rygel Operating Portfolio Transaction Report
Quarter ended September 30, 2017
9/1/2017 31846V203
INTEREST EARNED ON FIRST AM GOVT OB FD CL Y UNIT ON 0.0000
SHARES DUE 8/31/2017 INTEREST FROM 8/1/17 TO 8/31/17 0.0000 0.000000 - - - 184.13 - - -
9/1/2017 54465AGK2
INTEREST EARNED ON LOS ANGELES CA 1.125% 9/01/19 $1 PV
ON 270000.0000 SHARES DUE 9/1/2017 0.0000 0.000000 - - - 1,518.75 - - -
9/1/2017 649791EJ5
AMORTIZED PREMIUM ON NEW YORK ST REF SER 3.600% 9/01/19
CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (2,227.95) - -
9/1/2017 649791EJ5
INTEREST EARNED ON NEW YORK ST REF SER 3.600% 9/01/19 $1 PV
ON 500000.0000 SHARES DUE 9/1/2017 0.0000 0.000000 - - - 9,000.00 - - -
9/5/2017 9/5/2017 3134GBFU1
PAID ACCRUED INTEREST ON PURCHASE OF F H L M C M T N
1.750% 4/27/20 0.0000 0.000000 - - - (4,666.67) - - -
9/5/2017 8/31/2017 9/5/2017 3134GBFU1
PURCHASED PAR VALUE OF F H L M C M T N 1.750% 4/27/20
/MORGAN STANLEY & CO. LLC/750,000 PAR VALUE AT 100.0637 %750,000.0000 1.000637 - - - (750,477.75) 750,477.75 - -
9/5/2017 9/5/2017 9/5/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 159,639.4600 1.000000 - - - (159,639.46) 159,639.46 - -
9/5/2017 9/5/2017 9128282T6
PAID ACCRUED INTEREST ON PURCHASE OF U S TREASURY NT
1.250% 8/31/19 0.0000 0.000000 - - - (86.33) - - -
9/5/2017 8/30/2017 9/5/2017 9128282T6
PURCHASED PAR VALUE OF U S TREASURY NT 1.250% 8/31/19
/NOMURA SECURITIES/FIX INCOME/500,000 PAR VALUE AT 99.828126
%500,000.0000 0.998281 - - - (499,140.63) 499,140.63 - -
9/5/2017 9/5/2017 912828N63
RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT
1.125% 1/15/19 0.0000 0.000000 - - - 397.42 - - -
9/5/2017 9/1/2017 9/5/2017 912828N63
SOLD PAR VALUE OF U S TREASURY NT 1.125% 1/15/19
/CITIGROUP GLOBAL MARKETS INC./XOTC 250,000 PAR VALUE AT
99.808594 %-250,000.0000 0.998086 - - - 249,521.49 (251,234.19) - (1,712.70)
9/5/2017 912828N63
AMORTIZED PREMIUM ON U S TREASURY NT 1.125% 1/15/19
CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (100.34) - -
9/5/2017 9/5/2017 912828T83
RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT
0.750% 10/31/18 0.0000 0.000000 - - - 769.57 - - -
9/5/2017 9/1/2017 9/5/2017 912828T83
SOLD PAR VALUE OF U S TREASURY NT 0.750% 10/31/18
/CITIGROUP GLOBAL MARKETS INC./XOTC 295,000 PAR VALUE AT
99.414063 %-295,000.0000 0.994141 - - - 293,271.49 (293,271.49) - -
9/5/2017 912828T83
ACCREDITED DISCOUNT ON U S TREASURY NT 0.750% 10/31/18
MARKET DISCOUNT 0.0000 0.000000 - - - - 905.40 - -
9/5/2017 9/5/2017 912828XU9
RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT
1.500% 6/15/20 0.0000 0.000000 - - - 2,906.97 - - -
9/5/2017 8/30/2017 9/5/2017 912828XU9
SOLD PAR VALUE OF U S TREASURY NT 1.500% 6/15/20 /NOMURA
SECURITIES INTL., FIXED/865,000 PAR VALUE AT 100.226563 %-865,000.0000 1.002266 - - - 866,959.77 (865,102.99) 1,856.78 -
9/5/2017 912828XU9
AMORTIZED PREMIUM ON U S TREASURY NT 1.500% 6/15/20
CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (16.98) - -
9/6/2017 06406HCK3
AMORTIZED PREMIUM ON BANK OF NY MTN 1.69944% 3/06/18
CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (117.23) - -
9/6/2017 06406HCK3
INTEREST EARNED ON BANK OF NY MTN 1.69944% 3/06/18 $1 PV
ON 750000.0000 SHARES DUE 9/6/2017 0.0000 0.000000 - - - 3,186.46 - - -
9/6/2017 30231GAL6
INTEREST EARNED ON EXXON MOBIL 1.305% 3/06/18 $1 PV ON
460000.0000 SHARES DUE 9/6/2017 0.0000 0.000000 - - - 3,001.50 - - -
9/6/2017 8/29/2017 9/6/2017 3133EHXH1
PURCHASED PAR VALUE OF F F C B 0.00001% 9/06/22
/JEFFERIES LLC/260,000 PAR VALUE AT 100 %260,000.0000 1.000000 - - - (260,000.00) 260,000.00 - -
9/6/2017 9/6/2017 9/6/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -253,812.0400 1.000000 - - - 253,812.04 (253,812.04) - -
9/8/2017 9/8/2017 3130A9AE1
RECEIVED ACCRUED INTEREST ON SALE OF F H L B 0.875%
10/01/18 0.0000 0.000000 - - - 1,335.59 - - -
9/8/2017 9/7/2017 9/8/2017 3130A9AE1
SOLD PAR VALUE OF F H L B 0.875% 10/01/18 /MORGAN
STANLEY & CO. LLC/350,000 PAR VALUE AT 99.588 %-350,000.0000 0.995880 - - - 348,558.00 (349,762.00) - (1,204.00)
9/8/2017 9/7/2017 9/8/2017 3130ACE26
PURCHASED PAR VALUE OF F H L B 1.375% 9/28/20
/PERSHING LLC/360,000 PAR VALUE AT 99.679 %360,000.0000 0.996790 - - - (358,844.40) 358,844.40 - -
9/8/2017 9/8/2017 9/8/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -8,950.8100 1.000000 - - - 8,950.81 (8,950.81) - -
9/13/2017 3133EHRD7
INTEREST EARNED ON F F C B DEB 1.30889% 7/13/22 $1 PV ON
310000.0000 SHARES DUE 9/13/2017 0.0000 0.000000 - - - 349.40 - - -
9/13/2017 9/13/2017 9/13/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 349.4000 1.000000 - - - (349.40) 349.40 - -
9/14/2017 9/14/2017 9/14/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -1,316.7900 1.000000 - - - 1,316.79 (1,316.79) - -
9/14/2017 9/14/2017 9128282T6
PAID ACCRUED INTEREST ON PURCHASE OF U S TREASURY NT
1.250% 8/31/19 0.0000 0.000000 - - - (1,053.38) - - -
9/14/2017 9/12/2017 9/14/2017 9128282T6
PURCHASED PAR VALUE OF U S TREASURY NT 1.250% 8/31/19
/CITIGROUP GLOBAL MARKETS INC./2,179,000 PAR VALUE AT
99.83593759 %2,179,000.0000 0.998359 - - - (2,175,425.08) 2,175,425.08 - -
9/14/2017 9/14/2017 912828R85
RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT
0.875% 6/15/19 0.0000 0.000000 - - - 2,793.40 - - -
9/14/2017 9/12/2017 9/14/2017 912828R85
SOLD PAR VALUE OF U S TREASURY NT 0.875% 6/15/19
/CITIGROUP GLOBAL MARKETS INC./XOTC 1,284,000 PAR VALUE AT
99.230819 %-1,284,000.0000 0.992308 - - - 1,274,123.72 (1,279,466.33) - (5,342.61)
9/14/2017 912828R85
ACCREDITED DISCOUNT ON U S TREASURY NT 0.875% 6/15/19
MARKET DISCOUNT 0.0000 0.000000 - - - - 1,457.35 - -
9/14/2017 912828R85
AMORTIZED PREMIUM ON U S TREASURY NT 0.875% 6/15/19
CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (186.11) - - 52
Page 34 of 36
Account Number: 001050990415 Name: RIVERSIDE COUNTY TRANS COMM
Transaction
Date Trade Date
Settlement
Date CUSIP Description Units Price Commissions SEC Fees
Miscellaneous
Fees Net Cash Amount
Federal Tax Cost
Amount
Short Term
Gain/Loss
Amount
Long Term
Gain/Loss
Amount
Payden & Rygel Operating Portfolio Transaction Report
Quarter ended September 30, 2017
9/14/2017 9/14/2017 912828ST8
RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT
1.250% 4/30/19 0.0000 0.000000 - - - 4,164.91 - - -
9/14/2017 9/12/2017 9/14/2017 912828ST8
SOLD PAR VALUE OF U S TREASURY NT 1.250% 4/30/19
/CITIGROUP GLOBAL MARKETS INC./XOTC 895,000 PAR VALUE AT
99.897166 %-895,000.0000 0.998972 - - - 894,079.64 (894,282.58) (202.94) -
9/15/2017 02582JHG8
INTEREST EARNED ON AMERICAN EXPRESS 1.640% 12/15/21 $1 PV
ON 574.0000 SHARES DUE 9/15/2017 $0.00137/PV ON 420,000.00 PV
DUE 9/15/17 0.0000 0.000000 - - - 574.00 - - -
9/15/2017 053015AD5
AMORTIZED PREMIUM ON AUTOMATIC DATA 2.250% 9/15/20
CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (91.81) - -
9/15/2017 053015AD5
INTEREST EARNED ON AUTOMATIC DATA 2.250% 9/15/20 $1 PV
ON 450000.0000 SHARES DUE 9/15/2017 0.0000 0.000000 - - - 5,062.50 - - -
9/15/2017 161571HC1
AMORTIZED PREMIUM ON CHASE ISSUANCE TRUST 1.370% 6/15/21
CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (21.34) - -
9/15/2017 161571HC1
INTEREST EARNED ON CHASE ISSUANCE TRUST 1.370% 6/15/21 $1
PV ON 750000.0000 SHARES DUE 9/15/2017 0.0000 0.000000 - - - 856.25 - - -
9/15/2017 30231GAD4
AMORTIZED PREMIUM ON EXXON MOBIL CORP 1.819% 3/15/19
CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (73.64) - -
9/15/2017 30231GAD4
INTEREST EARNED ON EXXON MOBIL CORP 1.819% 3/15/19 $1 PV
ON 100000.0000 SHARES DUE 9/15/2017 0.0000 0.000000 - - - 909.50 - - -
9/15/2017 9/15/2017 9/15/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 17,235.2400 1.000000 - - - (17,235.24) 17,235.24 - -
9/15/2017 9/15/2017 9/15/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 525,977.0000 1.000000 - - - (525,977.00) 525,977.00 - -
9/15/2017 9/15/2017 9/15/2017 36962G3H5
MATURED PAR VALUE OF GEN ELEC CAP CRP MTN 5.625% 9/15/17
500,000 PAR VALUE AT 100 %-500,000.0000 1.000000 - - - 500,000.00 (500,000.00) - -
9/15/2017 36962G3H5
AMORTIZED PREMIUM ON GEN ELEC CAP CRP MTN 5.625% 9/15/17
CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (10,910.95) - -
9/15/2017 36962G3H5
INTEREST EARNED ON GEN ELEC CAP CRP MTN 5.625% 9/15/17 $1
PV ON 500000.0000 SHARES DUE 9/15/2017 INTEREST ON MATURITY
9/15/17 0.0000 0.000000 - - - 14,062.50 - - -
9/15/2017 47787XAC1
INTEREST EARNED ON JOHN DEERE OWNER 1.780% 4/15/21 $1 PV
ON 459.8300 SHARES DUE 9/15/2017 $0.00148/PV ON 310,000.00 PV
DUE 9/15/17 0.0000 0.000000 - - - 459.83 - - -
9/15/2017 532457BF4
AMORTIZED PREMIUM ON ELI LILLY CO 1.950% 3/15/19
CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (486.05) - -
9/15/2017 532457BF4
INTEREST EARNED ON ELI LILLY CO 1.950% 3/15/19 $1 PV ON
525000.0000 SHARES DUE 9/15/2017 0.0000 0.000000 - - - 5,118.75 - - -
9/15/2017 58769DAD2
INTEREST EARNED ON MERCEDES BENZ AUTO 1.790% 4/15/20 $1
PV ON 370000.0000 SHARES DUE 9/15/2017 0.0000 0.000000 - - - 551.92 - - -
9/15/2017 80284TAF2
INTEREST EARNED ON SANTANDER DRIVE 1.770% 9/15/20 $1 PV
ON 162.2500 SHARES DUE 9/15/2017 $0.00148/PV ON 110,000.00 PV
DUE 9/15/17 0.0000 0.000000 - - - 162.25 - - -
9/15/2017 89190BAD0
INTEREST EARNED ON TOYOTA AUTO 1.760% 7/15/21 $1 PV ON
520000.0000 SHARES DUE 9/15/2017 0.0000 0.000000 - - - 762.67 - - -
9/15/2017 89238MAD0
INTEREST EARNED ON TOYOTA AUTO 1.730% 2/16/21 $1 PV ON
542.0700 SHARES DUE 9/15/2017 $0.00144/PV ON 376,000.00 PV DUE
9/15/17 0.0000 0.000000 - - - 542.07 - - -
9/15/2017 912828P95
AMORTIZED PREMIUM ON U S TREASURY NT 1.000% 3/15/19
CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (982.79) - -
9/15/2017 912828P95
INTEREST EARNED ON U S TREASURY NT 1.000% 3/15/19 $1 PV
ON 2830000.0000 SHARES DUE 9/15/2017 0.0000 0.000000 - - - 14,150.00 - - -
9/18/2017 3130AAXX1
INTEREST EARNED ON F H L B DEB 1.375% 3/18/19 $1 PV ON
520000.0000 SHARES DUE 9/18/2017 0.0000 0.000000 - - - 3,733.89 - - -
9/18/2017 9/18/2017 9/18/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 3,733.8900 1.000000 - - - (3,733.89) 3,733.89 - -
9/20/2017 17275RBG6
INTEREST EARNED ON CISCO SYSTEMS INC 1.400% 9/20/19 $1 PV
ON 110000.0000 SHARES DUE 9/20/2017 0.0000 0.000000 - - - 770.00 - - -
9/20/2017 9/20/2017 9/20/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -139,215.2400 1.000000 - - - 139,215.24 (139,215.24) - -
9/20/2017 9/13/2017 9/20/2017 90290AAC1
PURCHASED PAR VALUE OF USAA AUTO OWNER 1.700% 5/17/21
/BNY/MIZUHO SECURITIES USA INC./140,000 PAR VALUE AT
99.98945714 %140,000.0000 0.999895 - - - (139,985.24) 139,985.24 - -
9/22/2017 9/22/2017 9/22/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -507,964.1200 1.000000 - - - 507,964.12 (507,964.12) - -
9/22/2017 9/22/2017 9128282V1
PAID ACCRUED INTEREST ON PURCHASE OF U S TREASURY NT
1.375% 9/15/20 0.0000 0.000000 - - - (135.60) - - -
9/22/2017 9/15/2017 9/22/2017 9128282V1
PURCHASED PAR VALUE OF U S TREASURY NT 1.375% 9/15/20
/NOMURA SECURITIES/FIX INCOME/510,000 PAR VALUE AT
99.57421961 %510,000.0000 0.995742 - - - (507,828.52) 507,828.52 - -
9/25/2017
TRUST FEES COLLECTED CHARGED FOR PERIOD 08/01/2017 THRU
08/31/2017 COLLECTED BY DISBURSEMENT 0.0000 0.000000 - - - (531.12) - - -
9/25/2017 05582QAD9
INTEREST EARNED ON BMW VEHICLE OWNER 1.160% 11/25/20 $1
PV ON 439.8300 SHARES DUE 9/25/2017 $0.00097/PV ON 455,000.00
PV DUE 9/25/17 0.0000 0.000000 - - - 439.83 - - -
9/25/2017 9/25/2017 3130A9AE1
RECEIVED ACCRUED INTEREST ON SALE OF F H L B 0.875%
10/01/18 0.0000 0.000000 - - - 676.67 - - - 53
Page 35 of 36
Account Number: 001050990415 Name: RIVERSIDE COUNTY TRANS COMM
Transaction
Date Trade Date
Settlement
Date CUSIP Description Units Price Commissions SEC Fees
Miscellaneous
Fees Net Cash Amount
Federal Tax Cost
Amount
Short Term
Gain/Loss
Amount
Long Term
Gain/Loss
Amount
Payden & Rygel Operating Portfolio Transaction Report
Quarter ended September 30, 2017
9/25/2017 9/21/2017 9/25/2017 3130A9AE1
SOLD PAR VALUE OF F H L B 0.875% 10/01/18 /JEFFERIES
LLC/160,000 PAR VALUE AT 99.508 %-160,000.0000 0.995080 - - - 159,212.80 (159,891.20) - (678.40)
9/25/2017 3133EHRZ8
INTEREST EARNED ON F F C B 1.23444% 6/25/20 $1 PV ON
510000.0000 SHARES DUE 9/25/2017 0.0000 0.000000 - - - 542.12 - - -
9/25/2017 3133EHVR1
INTEREST EARNED ON F F C B DEB 1.24611% 8/24/20 $1 PV ON
130000.0000 SHARES DUE 9/24/2017 0.0000 0.000000 - - - 139.50 - - -
9/25/2017 9/25/2017 3135G0E58
RECEIVED ACCRUED INTEREST ON SALE OF F N M A DEB
1.125% 10/19/18 0.0000 0.000000 - - - 2,583.75 - - -
9/25/2017 9/21/2017 9/25/2017 3135G0E58
SOLD PAR VALUE OF F N M A DEB 1.125% 10/19/18 /BNY/MIZUHO
SECURITIES USA INC./530,000 PAR VALUE AT 99.749 %-530,000.0000 0.997490 - - - 528,669.70 (529,141.40) - (471.70)
9/25/2017 9/25/2017 9/25/2017 3136AMTM1 PAID DOWN PAR VALUE OF F N M A GTD REMIC 1.186% 9/25/18 -56,075.7800 0.000000 - - - 56,075.78 (56,061.41) - 14.37
9/25/2017 3136AMTM1
INTEREST EARNED ON F N M A GTD REMIC 1.186% 9/25/18 $1 PV
ON 292.4900 SHARES DUE 9/25/2017 $0.00124/PV ON 236,157.12 PV
DUE 9/25/17 0.0000 0.000000 - - - 292.49 - - -
9/25/2017 9/25/2017 9/25/2017 3137BNN26 PAID DOWN PAR VALUE OF F H L M C MLTCL MTG 1.780% 7/25/19 -93.9200 1,160.115098 - - - 93.92 (94.45) - (0.53)
9/25/2017 3137BNN26
AMORTIZED PREMIUM ON F H L M C MLTCL MTG 1.780% 7/25/19
CURRENT YEAR AMORTIZATION 0.0000 0.000000 - - - - (15.03) - -
9/25/2017 3137BNN26
INTEREST EARNED ON F H L M C MLTCL MTG 1.780% 7/25/19 $1 PV
ON 85.2600 SHARES DUE 9/25/2017 $0.00148/PV ON 57,479.32 PV
DUE 9/25/17 0.0000 0.000000 - - - 85.26 - - -
9/25/2017 9/25/2017 9/25/2017 3137BPCF4 PAID DOWN PAR VALUE OF F H L M C MLTCL MTG 1.376% 10/25/20 -16,863.7800 120.757369 - - - 16,863.78 (16,863.65) - 0.13
9/25/2017 3137BPCF4
INTEREST EARNED ON F H L M C MLTCL MTG 1.376% 10/25/20 $1 PV
ON 385.8300 SHARES DUE 9/25/2017 $0.00122/PV ON 316,558.99 PV
DUE 9/25/17 0.0000 0.000000 - - - 385.83 - - -
9/25/2017 9/25/2017 9/25/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 649,489.6800 1.000000 - - - (649,489.68) 649,489.68 - -
9/25/2017 9/25/2017 9/25/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 17,868.6200 1.000000 - - - (17,868.62) 17,868.62 - -
9/25/2017 9/25/2017 9128282V1
PAID ACCRUED INTEREST ON PURCHASE OF U S TREASURY NT
1.375% 9/15/20 0.0000 0.000000 - - - (227.90) - - -
9/25/2017 9/20/2017 9/25/2017 9128282V1
PURCHASED PAR VALUE OF U S TREASURY NT 1.375% 9/15/20
/CITADEL SECURITIES LLC/600,000 PAR VALUE AT 99.37811167 %600,000.0000 0.993781 - - - (596,268.67) 596,268.67 - -
9/25/2017 9/25/2017 912828T83
RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT
0.750% 10/31/18 0.0000 0.000000 - - - 1,508.15 - - -
9/25/2017 9/21/2017 9/25/2017 912828T83
SOLD PAR VALUE OF U S TREASURY NT 0.750% 10/31/18 /HSBC
SECURITIES, INC./500,000 PAR VALUE AT 99.363282 %-500,000.0000 0.993633 - - - 496,816.41 (496,816.41) - -
9/25/2017 912828T83
ACCREDITED DISCOUNT ON U S TREASURY NT 0.750% 10/31/18
MARKET DISCOUNT 0.0000 0.000000 - - - - 1,280.66 - -
9/26/2017 9/26/2017 13066YTY5
PAID ACCRUED INTEREST ON PURCHASE OF CALIFORNIA ST DEPT
1.713% 5/01/21 0.0000 0.000000 - - - (747.16) - - -
9/26/2017 9/22/2017 9/26/2017 13066YTY5
PURCHASED PAR VALUE OF CALIFORNIA ST DEPT 1.713% 5/01/21
/PERSHING LLC/108,289.88 PAR VALUE AT 98.99299916 %108,289.8800 0.989930 - - - (107,199.40) 107,199.40 - -
9/26/2017 9/26/2017 9/26/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -596,496.5700 1.000000 - - - 596,496.57 (596,496.57) - -
9/26/2017 9/26/2017 9/26/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -107,946.5600 1.000000 - - - 107,946.56 (107,946.56) - -
9/26/2017 9/25/2017 9128282V1
PAID ACCRUED INTEREST ON PURCHASE OF U S TREASURY NT
1.375% 9/15/20 0.0000 0.000000 - - - (227.90) - - -
9/26/2017 9/20/2017 9/25/2017 9128282V1
PURCHASED PAR VALUE OF U S TREASURY NT 1.375% 9/15/20
/CITADEL SECURITIES LLC/600,000 PAR VALUE AT 99.378112 %600,000.0000 0.993781 - - - (596,268.67) 596,268.67 - -
9/27/2017 3130ABMP8
INTEREST EARNED ON F H L B DEB 1.133% 6/27/19 $1 PV ON
1400000.0000 SHARES DUE 9/27/2017 0.0000 0.000000 - - - 4,053.62 - - -
9/27/2017 9/27/2017 9/27/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 596,496.5700 1.000000 - - - (596,496.57) 596,496.57 - -
9/27/2017 9/27/2017 9/27/2017 31846V203 PURCHASED UNITS OF FIRST AM GOVT OB FD CL Y 4,053.6200 1.000000 - - - (4,053.62) 4,053.62 - -
9/27/2017 9/20/2017 9/25/2017 9128282V1
PURCHASE-REV PAR VALUE OF U S TREASURY NT 1.375% 9/15/20
/CITADEL SECURITIES LLC/600,000 PAR VALUE AT 99.378112 %-600,000.0000 -0.993781 - - - 596,268.67 (596,268.67) - -
9/27/2017 9/25/2017 9128282V1
PAID ACCRUED INTEREST ON PURCHASE OF U S TREASURY NT
1.375% 9/15/20 0.0000 0.000000 - - - 227.90 - - -
9/28/2017 3130ACE26
INTEREST EARNED ON F H L B 1.375% 9/28/20 $1 PV ON
360000.0000 SHARES DUE 9/28/2017 0.0000 0.000000 - - - 275.00 - - -
9/28/2017 9/28/2017 9/28/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -229,725.0000 1.000000 - - - 229,725.00 (229,725.00) - -
9/28/2017 9/20/2017 9/28/2017 91412G2R5
PURCHASED PAR VALUE OF UNIV OF CALIFORNIA 1.877% 5/15/20
/BARCLAYS CAPITAL INC. FIXED IN/90,000 PAR VALUE AT 100 %90,000.0000 1.000000 - - - (90,000.00) 90,000.00 - -
9/28/2017 9/20/2017 9/28/2017 91412G2S3
PURCHASED PAR VALUE OF UNIV OF CALIFORNIA 2.112% 5/15/21
/BARCLAYS CAPITAL INC. FIXED IN/140,000 PAR VALUE AT 100 %140,000.0000 1.000000 - - - (140,000.00) 140,000.00 - -
9/29/2017 9/29/2017 9/29/2017 31846V203 SOLD UNITS OF FIRST AM GOVT OB FD CL Y -149,983.7600 1.000000 - - - 149,983.76 (149,983.76) - -
9/29/2017 9/25/2017 9/29/2017 43814PAC4
PURCHASED PAR VALUE OF HONDA AUTO 1.790% 9/20/21 /J.P.
MORGAN SECURITIES LLC/150,000 PAR VALUE AT 99.98917333 %150,000.0000 0.999892 - - - (149,983.76) 149,983.76 - -
54
Page 36 of 36
Account Number: 001050990415 Name: RIVERSIDE COUNTY TRANS COMM
Transaction
Date Trade Date
Settlement
Date CUSIP Description Units Price Commissions SEC Fees
Miscellaneous
Fees Net Cash Amount
Federal Tax Cost
Amount
Short Term
Gain/Loss
Amount
Long Term
Gain/Loss
Amount
Payden & Rygel Operating Portfolio Transaction Report
Quarter ended September 30, 2017
Total - - - - 177,208.85 17,335.72 (11,108.94)
55
Logan Circle Partners, L.P. 25 Deforest Avenue
Summit, NJ 07901 908-376-0550
SHORT DURATION FIXED INCOME
Third Quarter 2017 Client Review
Riverside County
Transportation Commission
A
ATTACHMENT 18
56
LCP Employees LCP Institutional Clients
1 Based on unaudited estimates and are subject to change. Fee paying assets under management as of 6/30/17
Assets by Client Type1
(Millions as of 6/30/2017)
Sub-Advisory $13,052
Corporate $14,416
Public $3,325
Insurance $1,553
Other $3,137
TOTAL: $35,483
FIRM HIGHLIGHTS
75 Employees
(as of 9/30/2017)
Portfolio Management 10
Research 19
Trading 13
Risk Management / Portfolio Analytics 4
Client Services 14
Legal / Compliance 3
Administration / Operations 12
Logan Circle Partners, L.P. (“Logan Circle” or “LCP”) is
a MetLife, Inc. company and is part of MetLife
Investment Management, MetLife Inc.’s Institutional
Investment Management Business.
We are dedicated solely to the institutional
marketplace and have $35.5 billion1 in total assets
under management.
The senior members of our Investment team have
worked together on fixed income portfolios for 20
years.
Suite of fixed income investment strategies includes
broad coverage of both the risk spectrum (Enhanced
Cash to High Yield) and the term structure (Short-
Term to Long Duration).
Business Structure
1
MetLife
Insurance Investment
Management (MIM)
Logan Circle Partners
57
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t h e d a t a a r e e x p e c t e d o v e r t h e n e x t s e v e r a l q u a r t e r s . C o n s u m e r s p e n d i n g t o r e m a i n t h e p r i m a r y c o n t r i b u t o r t o
g r o w t h . I n c r e a s e s i n b u s i n e s s f i x e d i n v e s t m e n t a n d g o v e r n m e n t s p e n d i n g a r e n e e d e d t o p r o p e l g r o w t h
t r a j e c t o r y u p w a r d . A n y p o s i t i v e i m p a c t f r o m t h e e n a c t m e n t o f t a x r e f o r m w i l l n o t b e f e l t u n t i l 2 0 1 8 .
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h a v e d e c l i n e d s l i g h t l y . H o u s e h o l d d e b t , a p a r t f r o m h o m e m o r t g a g e s , i s r i s i n g w h i l e s a v i n g s r a t e r e m a i n s l o w .
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d i s p e r s i o n b e t w e e n v a r i o u s i n c o m e s t r a t a a n d w i l l l i m i t t h e a b i l i t y o f c o n s u m e r s t o d r a m a t i c a l l y p u s h s p e n d i n g
h i g h e r .
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s t a b i l i z e d c r e d i t m e t r i c s . S t r e n g t h i n s e n t i m e n t i n d i c a t o r s s u c h a s P M I a n d b u s i n e s s c o n f i d e n c e s i g n a l s
c o n t i n u e d u p t i c k i n b u s i n e s s f i x e d i n v e s t m e n t . W h i l e t h e f i n a l v e r s i o n o f t a x r e f o r m i s y e t t o b e d e t e r m i n e d ,
b u s i n e s s e s a r e p o i s e d t o d e r i v e t h e g r e a t e s t b e n e f i t . R e g u l a t o r y r e f o r m e f f o r t s w i l l c o n t i n u e t o b e n e f i t b o t h
f i n a n c i a l a n d i n d u s t r i a l m a r k e t s e g m e n t s .
��R e s i d e n t i a l / C o m m e r c i a l R e a l E s t a t e - S h o r t a g e o f i n v e n t o r y i n l e s s e r p r i c e d h o m e s s u p p o r t s m i d - s i n g l e
d i g i t p r i c e a p p r e c i a t i o n w i t h l a r g e d i v e r g e n c e g e o g r a p h i c a l l y . W i t h n e a r l y 2 5 % o f n a t i o n a l h o u s i n g s t a r t s i n
F l o r i d a a n d T e x a s , h u r r i c a n e - r e l a t e d w e a k n e s s w i l l d e p r e s s s t a r t s a n d s a l e s o v e r t h e n e a r t e r m . A f f o r d a b i l i t y
f o r f i r s t - t i m e h o m e b u y e r s i s a t p o s t - c r i s i s l o w s . R e c e n t F e d e r a l R e s e r v e S e n i o r L o a n O f f i c e r O p i n i o n S u r v e y
s h o w s m o d e s t t i g h t e n i n g i n C R E l e n d i n g s t a n d a r d s . R e t a i l b a n k r u p t c i e s a n d s t o r e c l o s i n g s c o n t i n u e t o
c h a l l e n g e m a l l p r o p e r t i e s , w h i l e n e w c o n s t r u c t i o n s u p p l y p u t s d o w n w a r d p r e s s u r e o n m u l t i - f a m i l y a n d h o t e l
s u b - s e c t o r s .
��I n f l a t i o n - T i g h t l a b o r m a r k e t a n d r i s i n g w a g e s e x p e c t e d t o p u s h c o r e s e r v i c e i n f l a t i o n h i g h e r w h i l e w e a k d o l l a r
a n d r i s i n g i m p o r t p r i c e s h a v e s i m i l a r e f f e c t o n c o r e g o o d s p r i c e s . I S M m a n u f a c t u r i n g i n d e x , a l e a d i n g i n d i c a t o r
o f i n f l a t i o n , s t r o n g e s t s i n c e 2 0 0 4 . S u r v e y o f P r o f e s s i o n a l F o r e c a s t e r s i n f l a t i o n e x p e c t a t i o n s a s s u m e s a m o r e
p r o m i n e n t r o l e i n F e d d e l i b e r a t i o n s r e g a r d i n g t h e 2 % i n f l a t i o n t a r g e t .
��U . S . M o n e t a r y P o l i c y - F e d e r a l R e s e r v e s b a l a n c e s h e e t r e d u c t i o n c o m m e n c e s w i t h a n y f u t u r e p o l i c y
a d j u s t m e n t s c o m i n g i n t h e f o r m o f c h a n g e s i n t h e f e d e r a l - f u n d s r a t e . A l t h o u g h t h e l o n g - t e r m d o t p l o t w a s
l o w e r e d , m a r k e t e x p e c t a t i o n s r e g a r d i n g f e d - f u n d s i n c r e a s e s t h r o u g h 2 0 1 8 r e m a i n t o o l o w . C h a n g i n g F e d b o a r d
c o m p o s i t i o n l i k e l y t o l e a d t o a m o r e h a w k i s h F e d , e s p e c i a l l y i f p r o g r e s s o n t h e f i s c a l f r o n t i s r e a l i z e d , w i t h a
s o f t e r s t a n c e o n f i n a n c i a l r e g u l a t i o n .
��E m p l o y m e n t - A b s e n t a s i g n i f i c a n t i m p r o v e m e n t i n t h e l a b o r f o r c e p a r t i c i p a t i o n r a t e , t h e u n e m p l o y m e n t r a t e
w i l l c o n t i n u e t o d e c l i n e a n d e x e r t u p w a r d p r e s s u r e o n w a g e s . I n c r e a s i n g p r o p o r t i o n o f n e w e n t r a n t s t o t h e l a b o r
f o r c e a r e l o w e r s k i l l e d w o r k e r s , a b a r o m e t e r o f l a b o r m a r k e t t i g h t n e s s . V o l u n t a r y j o b s e p a r a t i o n s ( U . S . Q u i t s
R a t e ) a t c y c l e h i g h s d e m o n s t r a t e s s t r o n g e m p l o y e e c o n f i d e n c e . S h o r t a g e o f s k i l l e d l a b o r i m p a c t i n g m a n y s m a l l
t o m e d i u m s i z e d b u s i n e s s e s .
��C e n t r a l B a n k s / I n t e r n a t i o n a l - S y n c h r o n i z e d g l o b a l e c o n o m i c g r o w t h p u s h i n g C e n t r a l B a n k s a w a y f r o m
a c c o m m o d a t i v e p o l i c i e s . S h i f t s i n E u r o p e a n p o l i t i c a l l a n d s c a p e c o n t i n u e t o m o v e i n a m o r e p o p u l i s t d i r e c t i o n
w i t h G e r m a n y , S p a i n a n d I t a l y a t t h e f o r e f r o n t . R i s i n g g e o p o l i t i c a l t e n s i o n s i n t h e M i d d l e E a s t a n d A s i a
r e p r e s e n t t a i l r i s k s t o f i n a n c i a l m a r k e t s . T h e c o n c l u s i o n o f t h e C h i n e s e 1 9 t h N a t i o n a l C o n g r e s s s h o u l d
c o n s o l i d a t e p o w e r f o r c u r r e n t l e a d e r s h i p , l e a d i n g t o a m o r e a s s e r t i v e p o s t u r e o n t h e i n t e r n a t i o n a l s t a g e .
T h e v i e w s p r e s e n t e d a b o v e a r e L o g a n C i r c l e ' s a n d a r e s u b j e c t t o c h a n g e o v e r t i m e . T h e r e c a n b e n o a s s u r a n c e t h a t t h e v i e w s e x p r e s s e d a b o v e w i l l p r o v e a c c u r a t e a n d s h o u l d n o t b e r e l i e d u p o n a s a r e l i a b l e i n d i c a t o r o f f u t u r e e v e n t s .
M A R K E T R E V I E W
O u t l o o k a n d C u r r e n t T h e m e s
2 5 8
PORTFOLIO REVIEW – Equity Contribution
1Past performance is not indicative of future results. Performance returns for periods greater than one year are annualized. The performance benchmark shown for the Riverside County Equity Contribution Fund is the Bank of America Merrill Lynch 1-3 Year U.S. Treasury Index, which is a broad-based index consisting of U.S. Treasury securities with an outstanding par greater than or equal to $250 million and a maturity range from one to three years, reflecting total return. The Citigroup 3–Month Treasury Bill tracks the return of one three-month Treasury bill until maturity.
Portfolio Performance1 3Q 2017 Since Inception (7/1/2015)
Equity Contribution Fund (Gross of Fees) 0.32% 1.24%
Equity Contribution Fund (Net of Fees) 0.29% 1.14%
Citigroup 3-Month Treasury Bill 0.26% 0.38%
BofA ML U.S. Treasury Index 1-3 Year 0.24% 0.60%
Asset Allocation Portfolio Characteristics
3
As of September 30, 2017 Actual Portfolio
Yield to Maturity 1.26%
Duration 0.32 Years
Average Quality (Moody’s) Aa2 Corporate
13%
Municipal
1%
RMBS
1%
ABS
7%
Treasury
37%
CD
15%
CP
23%
Discount
Note
3%
As of June 30, 2017 Actual Portfolio
Yield to Maturity 1.16%
Duration 0.33 Years
Average Quality (Moody’s) Aa2 Corporate
13%
Municipal
1% Agency
1%
RMBS
1%
CMBS
1%
ABS
7%
Treasury
38% CP
31%
Discount
Note
7%
59
PORTFOLIO REVIEW – Capitalized Interest Funds
Portfolio Performance1 3Q 2017 Since Inception (8/1/2013)
Total Capitalized Interest Fund (Gross of Fees) 0.28% 1.16%
Total Capitalized Interest Fund (Net of Fees) 0.25% 1.06%
Barclays U.S. Short Treasury 9-12 Month Index 0.31% 0.45%
BofA ML U.S. Treasury Index 1-3 Year 0.24% 0.72%
1Past Performance is not indicative of future results. Performance returns for periods greater than one year are annualized. The performance benchmark shown for the Riverside County Capitalized Interest
Fund is the Bank of America Merrill Lynch 1-3 Year U.S. Treasury Index, which is a broad-based index consisting of U.S. Treasury securities with an outstanding par greater than or equal to $250 million
and a maturity range from one to three years, reflecting total return. The Bloomberg Barclays U.S. Short Treasury 9-12 Months Index which is an unmanaged index consisting of aged U.S. Treasury bills,
notes and bonds with a remaining maturity from one up to but not including 12 months.
Asset Allocation Portfolio Characteristics
4
As of September 30, 2017 Actual Portfolio
Yield to Maturity 1.35%
Duration 0.50 Years
Average Quality (Moody’s) Aa1
Corporate
4% Municipal
7%
RMBS
3%
CMBS
2%
Treasury
55%
Discount
Notes
29%
As of June 30, 2017 Actual Portfolio
Yield to Maturity 1.20%
Duration 0.69 Years
Average Quality (Moody’s) Aa1
Corporate
12% Municipal
7%
RMBS
5%
CMBS
2%
Treasury
71%
Discount
Notes
3%
60
PORTFOLIO REVIEW – Debt Reserve Fund
Portfolio Performance1 3Q 2017 Since Inception (8/1/2013)
Total Debt Service Fund (Gross of Fees) 0.42% 2.34%
Total Debt Service Fund (Net of Fees) 0.39% 2.24%
BofA ML U.S. Treasury Index 3-7 Year 0.38% 1.87%
Past Performance is not indicative of future results. Performance returns for periods greater than one year are annualized. The performance benchmark shown for the Riverside County Debt Reserve Fund is
the Bank of America Merrill Lynch US Treasury 3-7 Year, which is a broad-based index consisting of U.S. Treasury securities with an outstanding par greater or equal to $25 million and a maturity range
from three to seven years, inclusive, reflecting total return.
Asset Allocation Portfolio Characteristics
5
As of September 30, 2017 Actual Portfolio
Yield to Maturity 2.11%
Duration 4.13 Years
Average Quality (Moody’s) Aaa
Agency
11%
RMBS
6%
CMBS
36%
Treasury
47%
As of June 30, 2017 Actual Portfolio
Yield to Maturity 2.05%
Duration 4.04 Years
Average Quality (Moody’s) Aaa Agency
11%
RMBS
7%
CMBS
36%
Treasury
44%
61
PORTFOLIO REVIEW – I-15 Express Lanes Project
1Past performance is not indicative of future results. The performance benchmark shown for the Riverside County I15 Express Lanes Project Toll Revenue Portfolio is the Bank of America Merrill Lynch 0-2 Year U.S. Treasury Index, which is a broad-based index consisting of U.S. Treasury securities with an outstanding par greater than or equal to $250 million and a maturity range from zero to two years, reflecting total return.
Portfolio Performance1 Since Inception (8/1/2017)
I-15 Express Lanes Project Toll Revenue (Gross of Fees) 0.25%
I-15 Express Lanes Project Toll Revenue (Net of Fees) 0.25%
BofA ML U.S. Treasury Index 0-2 Year 0.12%
Asset Allocation Portfolio Characteristics
6
As of September 30, 2017 Actual Portfolio
Yield to Maturity 1.50%
Duration 0.51 Years
Average Quality (Moody’s) Aa3
Corporate
35%
Municipal
3%
RMBS
4%
CMBS
3%
ABS
20% CP
18%
CD
17%
62
PORTFOLIO REVIEW – I-15 Express Lanes Project
1Past performance is not indicative of future results. The performance benchmark shown for the Riverside County I15 Express Lanes Project Sales Tax Portfolio is the Bank of America Merrill Lynch 0-2 Year U.S. Treasury Index, which is a broad-based index consisting of U.S. Treasury securities with an outstanding par greater than or equal to $250 million and a maturity range from zero to two years, reflecting total return.
Portfolio Performance1 Since Inception (8/1/2017)
I-15 Express Lanes Project Sales Tax (Gross of Fees) 0.21%
I-15 Express Lanes Project Sales Tax (Net of Fees) 0.21%
BofA ML U.S. Treasury Index 0-2 Year 0.12%
Asset Allocation Portfolio Characteristics
7
As of September 30, 2017 Actual Portfolio
Yield to Maturity 1.41%
Duration 0.59 Years
Average Quality (Moody’s) A1 Corporate
29%
Municipal
1%
ABS
9%
Treasury
10%
CP
28%
CD
23%
63
PORTFOLIO REVIEW
Portfolio Market Value
Portfolio Market Value (7/3/2013) Net Flows Market Value (9/30/2017) Change in Market Value
Construction (Sales Tax) $332,687,595 ($334,894,805) - +$2,207,210
Construction (Toll Revenue) $122,120,571 ($122,810,850) - +$690,279
Total Construction Funds $454,808,167 ($457,705,654) - +$2,897,489
Portfolio Market Value (7/3/2013) Net Flows Market Value (9/30/2017) Change in Market Value
Capitalized Interest (Sales Tax) $103,683,353 ($94,027,461) $12,796,713 +$3,140,821
Capitalized Interest (Toll Revenue) $31,416,498 ($28,881,739) $3,603,573 +$1,068,814
Total Capitalized Interest Funds $135,099,851 ($122,909,200) $16,400,286 +$4,209,635
Portfolio Market Value (7/3/2013) Net Flows Market Value (9/30/2017) Change in Market Value
Debt Service Reserve Fund $17,667,869 ($1,490,770) $17,960,422 +$1,783,323
8 64
PORTFOLIO REVIEW
Portfolio Market Value
9
Portfolio Market Value (6/10/2015) Net Flows Market Value (9/30/2017) Change in Market Value
Equity Contribution $32,793,399 $3,516,076 $37,581,896 +$1,272,421
Portfolio Market Value (7/24/2017) Net Flows Market Value (9/30/2017) Change in Market Value
I-15 Express Lanes Project (Sales Tax) $98,562,718 - $98,798,542 +$235,825
I-15 Express Lanes Project (Toll Revenue) $56,043,134 - $56,192,426 +$149,292
Total I -15 Express Lanes Project $154,605,852 - $154,990,969 +$385,117
TOTAL Beginning Market Value Net Flows Market Value (9/30/2017) Change in Market Value
RCTC SR-91 Project $640,369,286 ($578,589,548) $71,942,604 +$10,162,868
65
DISCLAIMERS
10
In general. This disclaimer applies to this document and the verbal or written comments of any person presenting it. This document,
taken together with any such verbal or written comments, is referred to herein as the “Presentation.” Logan Circle Partners, L.P., a
MetLife, Inc. company, is referred to herein as “Logan Circle” and is part of MetLife, Inc.’s institutional investment management
business.
No offer to purchase or sell securities. This Presentation is being provided to you, at your specific request. This Presentation
does not constitute an offer to sell or a solicitation of an offer to buy any security and may not be relied upon in connection with the
purchase or sale of any security.
Projections. Projections contained in this Presentation are based on a variety of estimates and assumptions by Logan Circle,
including, among others, estimates of future operating results, the value of assets and market conditions at the time of disposition,
and the timing and manner of disposition or other realization events. These estimates and assumptions are inherently uncertain and
are subject to numerous business, industry, market, regulatory, competitive and financial risks that are outside of Logan Circle’s
control. There can be no assurance that the assumptions made in connection with the projections will prove accurate, and actual
results may differ materially, including the possibility that an investor may lose some or all of its invested capital. The inclusion of the
projections herein should not be regarded as an indication that Logan Circle or any of its affiliates considers the projections to be a
reliable prediction of future events and the projections should not be relied upon as such. Neither Logan Circle nor any of its
affiliates or representatives has made or makes any representation to any person regarding the projections and none of them
intends to update or otherwise revise the projections to reflect circumstances existing after the date when made or to reflect the
occurrence of future events, if any or all of the assumptions underlying the projections are later shown to be in error. For purposes of
this paragraph, the term “projections” includes “targeted returns”.
Past performance. Past performance is not a reliable indicator of future results and should not be relied upon as the basis for
making an investment decision. The information presented is only available for institutional client use.
No reliance, no update and use of information. You may not rely on this Presentation as the basis upon which to make an
investment decision. To the extent that you rely on this Presentation in connection with any investment decision, you do so at your
own risk. This Presentation is being provided in summary fashion and does not purport to be complete. The information in the
Presentation is provided to you as of the dates indicated and Logan Circle does not intend to update the information after its
distribution, even in the event that the information becomes materially inaccurate. Certain information contained in this Presentation
includes performance and characteristics of Logan Circle’s strategies and any represented benchmarks, which may derive from
calculations or figures that have been provided by independent third parties, or have been prepared internally and have not been
audited or verified. Use of different methods for preparing, calculating or presenting information may lead to different results for the
information presented, compared to publicly quoted information, and such differences may be material.
Knowledge and experience. You acknowledge that you are knowledgeable and experienced with respect to the financial, tax and
business aspects of this Presentation and that you will conduct your own independent financial, business, regulatory, accounting,
legal and tax investigations with respect to the accuracy, completeness and suitability of this Presentation should you choose to use
or rely on this Presentation, at your own risk, for any purpose.
Risk of loss. An investment in the strategy will be highly speculative and there can be no assurance that the strategy’s investment
objectives will be achieved. Investors must be prepared to bear the risk of a total loss of their investment.
Distribution of this Presentation. Logan Circle expressly prohibits any reproduction, in hard-copy, electronic or any other form, or
any redistribution to any third party of this Presentation without the prior written consent of Logan Circle. This Presentation is not
intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use is contrary to
local law or regulation.
No tax, legal or accounting advice. This Presentation is not intended to provide, and should not be relied upon for (and you shall
not construe it as) accounting, legal, regulatory, financial or tax advice or investment recommendations. Any statements of U.S.
federal tax consequences contained in this Presentation were not intended to be used and cannot be used to avoid penalties under
the U.S. Internal Revenue Code or to promote, market or recommend to another party any tax-related matters addressed herein.
Confidentiality. By accepting receipt or reading any portion of this Presentation, you agree that you will treat the Presentation
confidentially. This reminder should not be read to limit, in any way, the terms of any confidentiality agreement you or your
organization may have in place with Logan Circle.
ERISA Plan Independent Fiduciary Exception. If you are considering this presentation for an ERISA Plan, you acknowledge and
agree that you are the Plan sponsor or are a fiduciary to the Plan and that the Plan has under management or control at least $50
million or you are a (i) Bank, Broker Dealer, Registered Investment Adviser, or Insurance Company, (ii) are independent of Logan
Circle Partners and affiliates of MetLife, Inc., and (iii) are capable of evaluating the engagement of Logan Circle Partners as an
investment adviser. During the sales process and pursuant to the negotiation of the investment advisory agreement, Logan Circle
Partners will not undertake to provide impartial investment advice, or to give advice in a fiduciary capacity.
66
QUARTERLY PORTFOLIO REVIEWQUARTERLY PORTFOLIO REVIEW
PAYDEN.COM
LOS ANGELES | BOSTON | LONDON | PARIS
3rd Quarter 2017
ATTACHMENT 19
67
October 2017
As we enter the fourth quarter, we look back at our remarks at the start of the year. What was our outlook
then? In January our assessment of the U.S. and the global economy was positive, and we looked for a modest
acceleration of growth. Our projection against this forecast was for a slight increase in the federal funds rate.
Here we are at the beginning of the fourth quarter, and the picture is not much different. Some things have
been clarified. For example, the recent remarks of Federal Reserve Chair Janet Yellen indicated that, along with
the two interest rate increases in the first and second quarter, there might be a third rate hike before Christmas.
Meanwhile, growth in the euro area, Japan, and Canada has rebounded putting the global economy on a course
to outperform.
How does this outlook impact the management of your funds? We have positioned most accounts to withstand
a modest rise in government bond yields. On the other hand, we think that as long as economic growth persists,
worldwide demand for credit will remain a powerful force, and this is reflected in an overweight position to
corporate credit versus government bonds in our portfolios where these types of securities are permitted.
In the equity market, one thing on people’s minds is the strength of stock prices. Are they too high? In our
opinion, corporate balance sheets appear healthy, and the continued demand for goods and services globally
is better than we have seen in the last four or five years. Yes, one could argue that stocks are expensive on a
historical basis, but our research analysts focus on bottom-up analysis rather than wholesale cutbacks in the
equity portion of portfolios. Again, the time to get much more cautious is when the end of the cycle is near and
growth slows. We are not there yet.
We would like to close by providing updates on the company. A few weeks ago the firm celebrated its 34th
birthday. For more than three decades we have maintained the same independent ownership and governance
structure, which is rather unusual in the investment management industry. Our sole source of revenue continues
to be from our management of portfolios, which eliminates many conflicts of interest.
We very much appreciate your continued confidence in us. Our very best wishes for the coming months to you
and your family.
Sincerely,
Joan A. Payden
President & CEO
LETTER FROM THE CEO
68
Riverside County Transportation Commission 2812 ABJ MW1
Portfolio Review and Market Update - 3rd Quarter 2017
PORTFOLIO CHARACTERISTICS (As of 9/30/2017)
$51.1 millionPortfolio Market Value
AA+Weighted Average Credit Quality
1.6 yearsWeighted Average Duration
1.6%Weighted Average Yield to Maturity
DURATION DISTRIBUTION
0%
10%
20%
30%
40%
50%
60%
70%
0 - 1 1 - 2 2 - 3 3+
Years
SECTOR ALLOCATION
0%
5%
10%
15%
20%
25%
30%
35%
40%TreasuriesCreditAgenciesMunicipal BondsAsset-BackedMortgage-BackedMoney MarketPORTFOLIO RETURNS - Periods Ending 9/30/2017
Since
Inception
(3/1/15)
2017
YTD
Trailing
1 Yr
3rd
Quarter
RCTC Operating Portfolio 0.32% 0.93% 0.71% 0.88%
BofA Merrill Lynch 1-3 Year US Treasury Index 0.24% 0.67% 0.24% 0.70%
Periods over one year annualized
Payden & Rygel • 333 South Grand Avenue • Los Angeles, California 90071 • (213) 625-1900 • www.payden.com69
Portfolio Review and Market Update - 3rd Quarter 2017
MARKET THEMES
The third quarter was a tug-of-war between resilient economic data and rising geopolitical risk across the
globe. Tailwinds in both employment and growth helped balance the volatility caused by tensions surrounding
North Korea and hurricanes in the U.S. Notably, on the global front, the unemployment rate in the U.K.
declined to 4.3% during the quarter, the lowest level since 1975. The annual Central Bank Jackson Hole
Summit came and went with Janet Yellen’s speech sticking to conventional topics, with no formal mention of
rate hikes or inflation concerns. Conversely, the European Central Bank indicated its intention to curtail asset
purchases based on better economic prospects, which boosted the euro against most global currencies,
notably against a weaker U.S. dollar. All in all, it was a constructive period for risk assets, as global yields
moved sideways, commodity prices recovered, and global equity prices increased.
STRATEGY
The portfolio holds a diversified mix of credit sectors for income generation.n
Corporate bond yield premiums remain attractive, and we expect to maintain our exposure through the
purchase of bonds in the new issue and secondary markets.
n
We have continued to participate selectively in high-quality asset-backed and mortgage-backed security
(ABS/MBS) deals with short duration profiles.
n
INTEREST RATES
U.S. Treasury yields across the curve moved higher, with the two-year up 0.10% while the five-year was
higher by 0.05%. The slope between two- and five-year maturities reached the lowest point of the year
before bouncing back to end the quarter at 0.45%.
n
The portfolio’s underweight duration position added to relative performance given higher front-end rates.
However, the curve bear flattened, and this detracted.
n
Three-month LIBOR rose slightly to end the quarter at 1.33%. LIBOR outperformed front-end Treasury
yields, which made the allocation to floating rate notes beneficial.
n
SECTORS
The overweight allocation to corporate securities contributed to outperformance. The bias to
investment-grade credit in the financial sector was beneficial.
n
High-quality ABS continued to contribute to performance while providing flexible reinvestment
opportunities.
n
Payden & Rygel • 333 South Grand Avenue • Los Angeles, California 90071 • (213) 625-1900 • www.payden.com70
MARKET PERSPECTIVE
Guess Who’s Back?
The euro area had no trouble finding the “exits.” Whether it was “Grexit” or “Brexit,” prognosticators and investors
have feared the worst for the common currency countries. At the start of this year, worry regarding euro area growth
stemmed from the uncertainty of elections and potential Brexit fallout. We advised investors to ignore politics and
focus on the underlying fundamentals. This quarter, we saw euro area unemployment fall to 9.1%, its lowest level
since the start of 2009. GDP data released in September for Q2 2017 showed the euro area growing at 2.3%
year-over-year, its fastest annual growth pace since Q1 2011. Measures of manufacturing, business sentiment and
consumer confidence all point to a continued pick-up in growth in 2017 and beyond.
Forecasters have finally taken note of the positive data. As the chart below shows, after slashing 2017 forecasts
post-Brexit, forecasters realized that the political negotiation and noise was, in the words of the great English play-
wright Shakespeare, “much ado about nothing.” Notably, 2017 is the first year where forecasters have continually
upgraded their growth predictions as the year progresses. This is in sharp contrast to prior years when the euro area
seemed to always find a way to disappoint. 2017’s progress means Europe is back.
Evolution of Bloomberg Consensus Year-End Forecasts for Euro Area Real GDP Growth By Year
Source: Bloomberg
-1%
0%
1%
2%
3%
2010 2011 2012 2013 2014 2015 2016 2017
2017
2016
2015
2014
2013
2012
Greek
crisis
Brexit
% Change Year-Over-Year
71
For more information about Payden & Rygel, contact us at a location listed below.
LOS ANGELES
333 South Grand Avenue
Los Angeles, California 90071
213 625-1900
BOSTON
265 Franklin Street
Boston, Massachusetts 02110
617 807-1990
LONDON
1 Bartholmew Lane
London EC2N 2AX
United Kingdom
+ 44 (0) 20-7621-3000
PARIS
Representative Office
54, 56 Avenue Hoche
75008 Paris, France
+ 33-607-604-441
PAYDEN.COM
LOS ANGELES |BOSTON |LONDON |PARIS
OVER 30 YEARS OF INSPIRING
CONFIDENCE WITH AN
UNWAVERING COMMITMENT
TO OUR CLIENTS’ NEEDS.
U.S. DOMICILED MUTUAL FUNDS
DUBLIN DOMICILED UCITS FUNDS
CASH BALANCE
Payden/Kravitz Cash Balance Plan Fund
EQUITY
Equity Income Fund
GLOBAL FIXED INCOME
Emerging Markets Bond Fund
Emerging Markets Corporate Bond Fund
Emerging Markets Local Bond Fund
Global Fixed Income Fund
Global Low Duration Fund
TAX-EXEMPT FIXED INCOME
California Municipal Income Fund
U.S. FIXED INCOME
Absolute Return Bond Fund
Cash Reserves Money Market Fund
Core Bond Fund
Corporate Bond Fund
Floating Rate Fund
GNMA Fund
High Income Fund
Limited Maturity Fund
Low Duration Fund
Strategic Income Fund
U.S. Government Fund
EQUITY
Global Equity Income
FIXED INCOME
Absolute Return Bond Fund
Global Emerging Markets Bond Fund
Global Emerging Markets Corporate Bond Fund
Global Government Bond Index Fund
Global High Yield Bond Fund
Global Inflation-Linked Bond Fund
Global Bond Fund
Global Short Bond Fund
Sterling Corporate Bond Fund – Investment Grade
U.S. Core Bond Fund
USD Low Duration Credit Fund
LIQUIDITY FUNDS
Euro Liquidity Fund
Sterling Reserve Fund
U.S. Dollar Liquidity Fund
72
COUNTY OF RIVERSIDE TREASURER’S POOLED INVESTMENT FUND IS CURRENTLY
RATED: Aaa-bf BY MOODY’S INVESTOR’S SERVICE AND AAA/V1 BY FITCH RATINGS
*Market values do not include accrued interest.
The Treasurer's Pooled Investment Fund is comprised of the
County, Schools, Special Districts, and other Discretionary Depositors .
The primary objective of the
treasurer shall be to safeguard
the principal of the funds
under the
treasurer's control, meet the
liquidity needs of the deposi-
tor, and achieve a return on
the funds under his or her
control.
Jon Christensen
Treasurer-Tax Collector
Giovane Pizano
Senior Chief Deputy Treasurer-
Tax Collector
Steve Faeth
Senior Chief Deputy Treasurer-
Tax Collector
Isela Licea
Asst. Investment Manager
Investment Objectives
2017 September
County of Riverside
Treasurer’s Pooled Investment Fund
Capital Markets
Team
Month End Market
Value ($)*
Month End Book
Value ($)*
Paper Gain or
Loss ($)
Paper Gain or
Loss (%)
Book
Yield (%)
Yrs to
Maturity
Modified
Duration
September 6,238,559,720.97 6,249,458,901.54 (10,899,180.57) (0.17) 1.25 1.23 1.19
August 6,355,419,645.31 6,360,184,247.55 (4,764,602.24) (0.07) 1.23 1.23 1.20
July 6,452,047,376.04 6,460,673,961.40 (8,626,585.36) (0.13) 1.18 1.20 1.17
June 6,735,867,498.24 6,749,832,051.31 (13,964,553.07) (0.21) 1.12 1.13 1.10
May 7,612,527,848.46 7,618,718,525.29 (6,190,676.83) (0.08) 1.03 1.06 1.04
April 7,852,739,843.99 7,860,165,695.74 (7,425,851.75) (0.09) 0.99 1.05 1.02
As the fiduciary of the County of Riverside’s
Treasurer’s Pooled Investment Fund (The Pool), the
Treasurer stands guard and protects the public treas-
ury. In tumultuous economic cycles sometimes that
guard needs to change and this is one of those times.
My friend and former Treasurer Don Kent was called
to duty and appointed County Chief Financial Officer
on August 3rd, 2017 to fill the breach left by the im-
mortal Paul McDonnell upon his retirement. I was
unanimously appointed Treasurer-Tax-Collector by
the Board of Supervisors on the same day.
After this “Changing of the Guard”, an introduc-
tion to our readers is in order: I joined the Riverside
County Treasurer-Tax Collector’s Office as a Chief
Deputy in 2002, after being lured away from my
position as AVP with Morgan Stanley and following
a 12 year career as a financial advisor. I have served
in various positions with the Treasurer-Tax Collec-
tor, including Sr. Chief Deputy Treasurer-Tax Col-
lector, and for the last nine years as the Assistant
Treasurer-Tax Collector.
For more than 15 years, I have been directly in-
volved in the daily investment operations of my de-
partment’s $7 billion Treasurer’s Pooled Investment
Fund. I have overseen the fund while it grew expo-
nentially. During my tenure, the Pool increased from
$2.4 billion in 2002 to a record $8.1 billion in 2017.
This produced millions of dollars in interest earnings
for our depositors, all while maintaining its AAA
ratings.
My current investment team consists of: Chief
Investment Manager Giovane Pizano, Sr. Investment
Manager Steve Faeth and Assistant Investment Man-
ager Isela Licea. Throughout these challenging eco-
nomic cycles, we have developed the investment
management experience that is crucial in managing
the Pool. We understand that safeguarding capital is
the single highest priority in investing Pool assets
and taxpayer funds. As you will see, there will be no
major transformations in the investment philosophy
that has served us well over the years, but rather,
timely updates to strategy and policy to adjust to the
changing financial markets.
After months of prepping the financial markets for
this news, the FED announced in September that it
will finally begin unwinding its $4.5 trillion balance
sheet. This is the FED’s first balance sheet reduction
in modern history. When the Financial Crisis started
in 2008, the FED took the unprecedented step of
printing roughly $3.5 trillion, about 25% of the size
of the entire US economy at the time. Moreover,
after nearly a decade of this “free money” policy,
there is more money in the system than there has ever
been. Therefore, the recently announced cleanup is
welcome news and long past due.
The FED kept rates the same at 1.25% but it ex-
pects a rate hike in December of 2017, with more
possible in 2018 and 2019. My office will continue to
keep its conservative posture and adhere to our firm-
ly rooted investment objectives. You will see a new
look and format as well as a user friendly interface
for phone, pad and other devices for this report in the
near future…stay tuned.
Jon Christensen
Treasurer-Tax Collector
“Changing of the Guard!”
ATTACHMENT 20
73
Current Market Data
Economic Indicators
Stock Indices
Commodities
Fed Funds Target Rate
COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR 2
US Treasury Curve (M/M)
FOMC Meeting Schedule
Release Date Indicator Consensus Actual
09/01/2017 180,000 156,000
09/01/2017 4.3%4.3%
09/27/2017 1.5%1.7%
09/28/2017 3.1%3.1%
09/26/2017 120.2 119.8
09/05/2017 -3.2%-3.3%
09/14/2017 0.3%0.4%
09/14/2017 0.2%0.2%CPI Ex Food and Energy - M/M change: CPI Ex Food and Energy excludes food and
energy.
Consumer Price Index - M/M change: The Consumer Price Index is a measure of the
average price level of a fixed basket of goods and services purchased by consumers.
Non-Farm Payrolls M/M change: Counts the number of paid employees working part-
time or full-time in the nation's business and government establishments.
Employment Situation: Measures the number of unemployed as a percentage of the
labor force.
Durable Goods Orders - M/M change: Reflects the new orders placed with domestic
manufacturers for immediate and future delivery of factory hard goods.
Real Gross Domestic Product - Q/Q change: The broadest measure of aggregate
economic activity and encompasses every sector of the economy. GDP is the country's
most comprehensive economic scorecard.
Consumer Confidence: Measures consumer attitudes on present economic conditions
and expectations of future conditions.
Factory Orders M/M change: Represents the dollar level of new orders for both durable
and nondurable goods.
Value M/M Change
Dow Jones (DJIA)22,405.90$ 457.80$
S&P 500 Index 2,519.36$ 47.71$
NASDAQ (NDX)5,981.92$ (6.68)$
Value M/M Change
Nymex Crude 51.67$ 4.44$
Gold (USD/OZ)1,284.80$ (37.20)$
Fed Move 11/01/2017 12/13/2017
Stay at 1- 1.25%98.5%12.0%
Increase to 1.50%1.5%86.7%
Increase to 1.75%0.0%1.3%
Current Fed Funds Rate: 1.00% - 1.25%
Probability for FOMC Dates:
Release %Risk Assessment
26-Jul 1 - 1.25% Roughly balanced
20-Sep 1 - 1.25% Roughly balanced
74
The Pooled Investment Fund cash flow requirements are based upon a 12 month historical cash flow model. Based upon projected
cash receipts and maturing investments, there are sufficient funds to meet future cash flow disbursements over the next 12 m onths.
The Treasurer’s Institutional Money Market Index (TIMMI) is compiled and reported by the Riverside County Treasurer ’s Capital
Markets division. It is a composite index derived from four AAA rated prime institutional money market funds. Similar to th e
Treasurer’s Office, prime money market funds invest in a diversified portfolio of U.S. dollar denominated money market instruments
including U.S. Treasuries, government agencies, commercial paper, certificates of deposits, repurchase agreements, etc. TIMM I is
currently comprised of the four multi billion dollar funds listed below.
TIMMI
COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR 3
Cash Flows
Fund Symbol 7 Day Yield
Fidelity Prime Institutional MMF FIPXX 1.20%
Federated Prime Obligations Fund POIXX 1.19%
Wells Fargo Advantage Heritage WFJXX 1.24%
JP Morgan CJPXX 1.23%
AAA Rated Prime Institutional Money-Market Funds
Month
Monthly
Receipts
Monthly
Disbursements Difference
Required
Matured
Investments Balance
Actual
Investments
Maturing
Available to
Invest > 1 Year
10/2017 93.21
10/2017 1,127.50 1,200.00 (72.50)20.71 1,457.59
11/2017 1,165.00 1,050.00 115.00 135.71 559.48
12/2017 990.00 2,250.00 (1,260.00) 1,124.29 - 220.70
01/2018 1,050.00 1,710.00 (660.00) 660.00 - 210.00
02/2018 860.00 1,000.00 (140.00) 140.00 - 310.59
03/2018 1,200.00 1,000.00 200.00 200.00 245.00
04/2018 1,946.22 1,100.00 846.22 1,046.22 241.09
05/2018 912.13 1,500.00 (587.87)458.35 367.11
06/2018 1,153.32 1,900.00 (746.68) 288.33 - 157.38
07/2018 1,006.35 1,300.00 (293.65) 293.65 - 75.75
08/2018 740.88 635.84 105.04 105.04 105.00
09/2018 1,100.00 1,250.00 (150.00) 44.96 - 34.87
TOTALS 13,251.40 15,895.84 (2,644.44) 2,551.23 2,059.24 3,984.55 3,698.23
40.82%63.76% 59.18%
0.73%0.73%0.77%
0.78%
0.85%0.90%
0.95%0.99%1.03%
1.12%1.18%1.23%1.25%
0.47%0.52%0.55%
0.72%
0.75%0.81%
0.98%0.99%1.00%
1.19%1.21%1.22%1.22%
0.00%
0.50%
1.00%
1.50%
2.00%
Sep-16 Nov-16 Jan-17 Mar-17 May-17 Jul-17 Sep-17
Pool Yield
TIMMI
75
Asset Allocation
COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR 4
Scheduled Par Scheduled Market Mkt/ Sch Book Yield WAL (Yr) Mat (Yr)
259,942.53 259,990.00 100.00% 1.07% .003 .003
54,000.00 54,021.60 100.04% 1.19% .003 .003
500,000.00 500,000.00 100.00% 1.23% .003 .003
230.00 230.00 100.00% 1.73% 2.710 2.710
50,000.00 49,752.57 100.08% 1.15% .436 .436
430,000.00 429,426.65 99.98% 1.07% .610 .610
30,000.00 29,866.80 100.25% 1.13% .400 .400
1,275,975.00 1,266,498.99 99.27% 1.36% 2.541 2.786
295,000.00 292,045.40 99.02% 1.23% 2.478 2.478
135,700.00 135,484.59 100.38% 1.00% .151 .151
517,859.72 516,267.77 99.72% 1.30% 1.931 2.349
25,000.00 24,914.50 100.53% 1.05% .318 .318
508,010.00 507,943.27 100.00% 1.38% 1.797 1.984
275,000.00 275,051.55 100.02% 1.23% .586 .704
102,450.00 102,357.23 100.19% 1.15% .081 .081
340,930.00 343,468.11 100.00% 1.05% .763 .763
23,000.00 23,000.00 100.00% 1.19% .038 .038
1,153,000.00 1,149,385.35 100.16% 1.23% .238 .238
99,057.00 98,855.34 100.02% 1.38% .571 .571
180,000.00 180,000.00 100.00% 1.36% .356 .356
6,255,154.25 6,238,559.72 99.83% 1.25% 1.125 1.230
NCDS 180,000.00
Totals (000's):6,249,458.90
COMM PAPER 1,147,590.82
CORP BONDS 98,833.25
MUNI BONDS 343,468.11
MUNIS CP 23,000.00
FARMER MAC 274,995.80
MUNI ZER0 CPNS 102,162.79
FFCB DISC NOTES 24,783.33
FFCB BONDS 507,957.86
FHLB DISC NOTES 134,975.18
FHLB BONDS 517,739.49
FHLMC BONDS 1,275,789.85
FNMA BONDS 294,926.15
US TREAS BONDS 429,512.89
FHLMC DISC NOTES 29,792.81
LOCAL AGCY OBLIG 230.00
US TREAS BILLS 49,710.57
DDA/PASSBK 500,000.00
MMKT 259,990.00
CALTRUST FND 54,000.00
Assets (000's)Scheduled Book
76
Maturity Distribution
COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR 5
Scheduled Par (000's)0-1 Mos 1-3 Mos 3-12 Mos 1-2 Yr 2-3 Yr >3 Yr Totals (000's)
MMKT 259,942.53 - - - - - 259,942.53
CALTRUST FND 54,000.00 - - - - - 54,000.00
DDA/PASSBK 500,000.00 - - - - - 500,000.00
LOCAL AGCY OBLIG - - - - 230.00 - 230.00
US TREAS BILLS - - 50,000.00 - - - 50,000.00
US TREAS BONDS - 120,000.00 235,000.00 75,000.00 - - 430,000.00
FHLMC DISC NOTES - - 30,000.00 - - - 30,000.00
FHLMC BONDS 70,000.00 54,595.00 166,300.00 59,250.00 180,000.00 745,830.00 1,275,975.00
FNMA BONDS - - 25,000.00 77,500.00 112,500.00 80,000.00 295,000.00
FHLB DISC NOTES 75,700.00 10,000.00 50,000.00 - - - 135,700.00
FHLB BONDS - 41,100.00 104,759.72 117,000.00 105,000.00 150,000.00 517,859.72
FFCB DISC NOTES - - 25,000.00 - - - 25,000.00
FFCB BONDS - 15,000.00 40,000.00 140,310.00 257,700.00 55,000.00 508,010.00
FARMER MAC - 50,000.00 185,000.00 40,000.00 - - 275,000.00
MUNI ZER0 CPNS 47,450.00 55,000.00 - - - - 102,450.00
MUNI BONDS 7,500.00 84,480.00 138,795.00 86,115.00 21,790.00 2,250.00 340,930.00
MUNIS CP 23,000.00 - - - - - 23,000.00
COMM PAPER 375,000.00 305,000.00 473,000.00 - - - 1,153,000.00
CORP BONDS - - 99,057.00 - - - 99,057.00
NCDS 20,000.00 70,000.00 90,000.00 - - - 180,000.00
Totals (000's):1,432,592.53 805,175.00 1,711,911.72 595,175.00 677,220.00 1,033,080.00 6,255,154.25
%22.90%12.87%27.37%9.51%10.83%16.52%
Cumulative %22.90%35.77%63.14%72.66%83.48%100.00%
77
Credit Quality
MOODY’S S & P
COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR 6
YieldMoody (000's)Par Book Market MKT/Book
1.30%
Aaa 3,996,737.25 3,993,937.00 3,981,610.90 99.69%1.26%
Aa1 280,980.00 280,334.44 280,615.83 100.10%
1.14%
Aa2 480,437.00 479,431.92 479,714.34 100.06%1.26%
Aa3 686,770.00 685,911.83 686,701.14 100.12%
1.25%
NR 810,230.00 809,843.72 809,917.51 100.01%1.24%
Totals (000's):6,225,154.25 6,249,458.90 6,238,559.72 99.83%
1.11%
S&P (000's)Par Book Market MKT/Book Yield
AAA 482,496.52 483,509.89 483,746.25 100.05%
1.23%
AA+3,795,220.73 3,790,761.55 3,778,480.48 99.68%1.28%
AA 385,437.00 384,808.77 385,453.99 100.17%
1.24%
AA-781,770.00 780,534.98 780,961.48 100.05%1.17%
NR 810,230.00 809,843.72 809,917.51 100.01%
1.25%Totals (000's):6,255,154.25 6,249,458.90 6,238,559.72 99.83%
78
Description Maturity
Date
Coupon Par
Value
Book
Value
Market
Price
Market
Value
Unrealized
Gain/Loss
FIDELITY GOV 10/01/2017 .946 105,000,000.00 105,000,000.00 100.000000 105,000,000.00 0.00
FEDERATED GOV 10/01/2017 .924 25,000,000.00 25,000,000.00 100.000000 25,000,000.00 0.00
GOLDMAN SACHS GOV 10/01/2017 .909 5,000,000.00 5,000,000.00 100.000000 5,000,000.00 0.00
JP MORGAN PRIME MMF 10/01/2017 1.214 0.00 0.00 .000000 0.00 0.00
FIDELITY PRIME MMF 10/01/2017 1.223 0.00 0.00 .000000 0.00 0.00
HERITAGE PRIME MMF 10/01/2017 1.251 0.00 0.00 .000000 0.00 0.00
WELLS FARGO GOV 10/01/2017 .922 5,000,000.00 5,000,000.00 100.000000 5,000,000.00 0.00
FIDELITY PRIME MMF 10/01/2017 1.220 49,977,510.25 49,997,501.25 100.040000 49,997,501.25 0.00
JP MORGAN PRIME MMF 10/01/2017 1.222 0.00 0.00 .000000 0.00 0.00
BLACKROCK 10/01/2017 1.208 0.00 0.00 .000000 0.00 0.00
HERITAGE PRIME MMF 10/01/2017 1.258 4,998,000.80 5,000,000.00 100.040000 5,000,000.00 0.00
BLACKROCK 10/01/2017 1.217 59,976,009.59 60,000,000.00 100.040000 60,000,000.00 0.00
JP MORGAN PRIME MMF 10/01/2017 1.218 4,991,005.70 4,992,503.00 100.030000 4,992,503.00 0.00
1.069 259,942,526.34 259,990,004.25 100.018265 259,990,004.25 0.00
CALTRUST SHT TERM FUND 10/01/2017 1.194 54,000,000.00 54,000,000.00 100.040000 54,021,600.00 21,600.00
1.194 54,000,000.00 54,000,000.00 100.040000 54,021,600.00 21,600.00
BANK OF THE WEST 10/01/2017 1.230 250,000,000.00 250,000,000.00 100.000000 250,000,000.00 0.00
1.230 250,000,000.00 250,000,000.00 100.000000 250,000,000.00 0.00
UB MANAGED RATE 10/01/2017 1.230 250,000,000.00 250,000,000.00 100.000000 250,000,000.00 0.00
1.230 250,000,000.00 250,000,000.00 100.000000 250,000,000.00 0.00
US DIST COURTHOUSE 06/15/2020 1.725 230,000.00 230,000.00 100.000000 230,000.00 0.00
1.725 230,000.00 230,000.00 100.000000 230,000.00 0.00
US TREASURY 03/08/2018 1.145 50,000,000.00 49,710,569.44 99.505132 49,752,566.04 41,996.60
1.145 50,000,000.00 49,710,569.44 99.505132 49,752,566.04 41,996.60
U.S. TREASURY BOND 02/15/2018 1.000 10,000,000.00 10,017,968.75 99.933000 9,993,300.00 -24,668.75
U.S. TREASURY BOND 01/31/2018 .875 25,000,000.00 24,936,523.44 99.903000 24,975,750.00 39,226.56
U.S. TREASURY BOND 11/15/2017 .875 25,000,000.00 25,006,835.94 99.975000 24,993,750.00 -13,085.94
U.S. TREASURY BOND 11/15/2017 .875 25,000,000.00 25,004,882.81 99.975000 24,993,750.00 -11,132.81
U.S. TREASURY BOND 11/30/2018 1.000 25,000,000.00 24,943,359.38 99.547000 24,886,750.00 -56,609.38
U.S. TREASURY BOND 11/30/2017 .875 20,000,000.00 20,004,687.50 99.963000 19,992,600.00 -12,087.50
U.S. TREASURY BOND 11/30/2017 .625 25,000,000.00 24,940,429.69 99.923000 24,980,750.00 40,320.31
U.S. TREASURY BOND 11/30/2017 .625 25,000,000.00 24,929,687.50 99.923000 24,980,750.00 51,062.50
U.S. TREASURY BOND 01/31/2018 .875 25,000,000.00 24,998,046.88 99.903000 24,975,750.00 -22,296.88
U.S. TREASURY BOND 01/15/2018 .875 25,000,000.00 24,998,046.88 99.918000 24,979,500.00 -18,546.88
U.S. TREASURY BOND 03/15/2018 1.000 25,000,000.00 24,989,257.81 99.906000 24,976,500.00 -12,757.81
U.S. TREASURY BOND 05/15/2018 1.000 25,000,000.00 24,958,984.38 99.852000 24,963,000.00 4,015.62
U.S. TREASURY BOND 07/31/2019 1.375 25,000,000.00 24,975,585.94 99.840000 24,960,000.00 -15,585.94
U.S. TREASURY BOND 07/31/2019 1.375 25,000,000.00 24,980,468.75 99.840000 24,960,000.00 -20,468.75
U.S. TREASURY BOND 05/31/2018 .875 50,000,000.00 49,875,000.00 99.738000 49,869,000.00 -6,000.00
U.S. TREASURY 06/15/2018 1.125 50,000,000.00 49,953,125.00 99.891000 49,945,500.00 -7,625.00
.958 430,000,000.00 429,512,890.65 99.866663 429,426,650.00 -86,240.65
FHLMC DISC NOTE 02/23/2018 1.130 30,000,000.00 29,792,812.50 99.556000 29,866,800.00 73,987.50
1.130 30,000,000.00 29,792,812.50 99.556000 29,866,800.00 73,987.50
FHLMC 3YrNc1.5YrE 06/22/2018 1.200 15,000,000.00 14,986,800.00 99.875000 14,981,250.00 -5,550.00
FHLMC 3YrNc6MoE 06/22/2018 1.250 25,000,000.00 24,993,750.00 99.979000 24,994,750.00 1,000.00
FHLMC 2YrNc6MoB 10/27/2017 .750 10,000,000.00 10,000,000.00 99.985000 9,998,500.00 -1,500.00
FHLMC 3YrNc6MoB 10/29/2018 1.050 5,000,000.00 5,000,000.00 99.566000 4,978,300.00 -21,700.00
FHLMC 3YrNc6MoB 10/29/2018 1.050 10,000,000.00 10,000,000.00 99.566000 9,956,600.00 -43,400.00
FHLMC 2YrNc6MoE 11/16/2017 .750 15,000,000.00 15,000,000.00 99.953000 14,992,950.00 -7,050.00
FHLMC 2.5YrNc1YrE 08/24/2018 1.000 5,000,000.00 5,000,000.00 99.685000 4,984,250.00 -15,750.00
FHLMC 3YrNc1YrE 03/29/2019 1.300 9,000,000.00 9,000,000.00 99.705000 8,973,450.00 -26,550.00
FHLMC 3YrNc1YrE 03/29/2019 1.270 4,000,000.00 4,000,000.00 99.593000 3,983,720.00 -16,280.00
FHLMC 3.5YrNc6MoE 10/11/2019 1.500 15,000,000.00 15,000,000.00 99.776000 14,966,400.00 -33,600.00
FHLMC 2.25YrNc6MoB 06/29/2018 1.125 5,850,000.00 5,850,000.00 99.789000 5,837,656.50 -12,343.50
FHLMC 1.5YrNc6MoB 10/13/2017 .850 15,000,000.00 15,000,000.00 99.999000 14,999,850.00 -150.00
FHLMC 1.5YrNc6MoB 10/13/2017 .850 10,000,000.00 10,000,000.00 99.999000 9,999,900.00 -100.00
FHLMC 1.5YrNc3MoB 10/27/2017 .825 25,000,000.00 25,000,000.00 100.001000 25,000,250.00 250.00
FHLMC 2YrNc6MoE 07/20/2018 1.000 25,000,000.00 25,000,000.00 99.738000 24,934,500.00 -65,500.00
FHLMC 2YrNc6MoE 07/20/2018 .820 10,000,000.00 10,000,000.00 99.638000 9,963,800.00 -36,200.00
FHLMC 1.25YrNc3MoB 10/27/2017 .700 10,000,000.00 10,000,000.00 99.985000 9,998,500.00 -1,500.00
FHLMC 3YrNc3MoB 07/26/2019 1.250 10,000,000.00 10,000,000.00 99.378000 9,937,800.00 -62,200.00
FHLMC 2YrNc3MoB 07/27/2018 1.050 10,000,000.00 10,000,000.00 99.732000 9,973,200.00 -26,800.00
FHLMC 3.5YrNc1YrE 02/25/2020 1.250 10,000,000.00 10,000,000.00 98.745000 9,874,500.00 -125,500.00
FHLMC 1.5YrNc6MoB 12/28/2017 .800 25,000,000.00 24,997,500.00 99.905000 24,976,250.00 -21,250.00
FHLMC 1.5YrNc6MoB 12/28/2017 .800 14,595,000.00 14,592,081.00 99.905000 14,581,134.75 -10,946.25
FHLMC 3.5YrNc1YrE 05/08/2020 1.200 15,000,000.00 15,000,000.00 98.564000 14,784,600.00 -215,400.00
FHLMC 4YrNc6MoE 11/25/2020 1.370 25,000,000.00 25,000,000.00 98.889000 24,722,250.00 -277,750.00
FHLMC 4YrNc1YrE 11/30/2020 1.440 10,000,000.00 10,000,000.00 99.008000 9,900,800.00 -99,200.00
FHLMC 1YrNc3MoB 02/26/2018 1.050 21,050,000.00 21,050,000.00 99.898000 21,028,529.00 -21,471.00
FHLMC 1Yr 07/20/2018 1.000 9,400,000.00 9,371,800.00 99.725000 9,374,150.00 2,350.00
FHLMC 1YrNc1MoB 05/11/2018 1.000 25,000,000.00 24,953,500.00 99.809000 24,952,250.00 -1,250.00
FHLMC 1.25Yr 09/28/2018 1.050 5,000,000.00 4,982,950.00 99.649000 4,982,450.00 -500.00
FHLMC 1YrNc1MoB 06/22/2018 1.060 10,000,000.00 9,978,000.00 99.817000 9,981,700.00 3,700.00
FHLMC 1.5YrNc1MoB 01/25/2019 1.350 10,000,000.00 10,000,000.00 99.798000 9,979,800.00 -20,200.00
FHLMC 2.25YrNc6MoB 09/27/2019 1.500 6,250,000.00 6,248,750.00 99.602000 6,225,125.00 -23,625.00
FHLMC 2YrNc3MoB 07/26/2019 1.600 5,000,000.00 5,000,000.00 99.918000 4,995,900.00 -4,100.00
FHLMC 3YrNc3MoB 09/29/2020 1.800 15,000,000.00 15,000,000.00 99.824000 14,973,600.00 -26,400.00
1.092 440,145,000.00 440,005,131.00 99.691844 438,788,665.25 -1,216,465.75
FHLMC 2YrNc1MoB 10/24/2019 1.125 15,000,000.00 14,973,750.00 99.836000 14,975,400.00 1,650.00
1.125 15,000,000.00 14,973,750.00 99.836000 14,975,400.00 1,650.00
FHLMC 5YrNc6MoB 10/29/2020 1.125 15,000,000.00 15,000,000.00 99.636000 14,945,400.00 -54,600.00
FHLMC 5YrNc6MoB 02/26/2021 1.250 10,000,000.00 10,000,000.00 99.293000 9,929,300.00 -70,700.00
FHLMC 5YrNc6MoB 02/26/2021 1.250 10,000,000.00 10,000,000.00 99.488000 9,948,800.00 -51,200.00
FHLMC 5YrNc3MoB 06/09/2021 1.600 15,000,000.00 15,000,000.00 98.618000 14,792,700.00 -207,300.00
FHLMC 5YrNc3MoB 05/25/2021 1.500 20,000,000.00 20,000,000.00 98.518000 19,703,600.00 -296,400.00
FHLMC 5YrNc3MoB 06/16/2021 1.625 15,000,000.00 14,997,000.00 99.214000 14,882,100.00 -114,900.00
FHLMC 5YrNc3MoB 06/30/2021 1.500 15,000,000.00 15,000,000.00 98.596000 14,789,400.00 -210,600.00
FHLMC 5YrNc6MoB 06/30/2021 1.300 15,000,000.00 15,000,000.00 98.652000 14,797,800.00 -202,200.00
FHLMC 5YrNc3MoB 06/30/2021 1.500 10,000,000.00 10,000,000.00 98.598000 9,859,800.00 -140,200.00
FHLMC 3.5YrNc3MoB 12/30/2019 1.000 15,000,000.00 15,000,000.00 99.781000 14,967,150.00 -32,850.00
FHLMC 5YrNc6MoB 07/13/2021 1.250 15,000,000.00 15,000,000.00 99.487000 14,923,050.00 -76,950.00
FHLMC 4YrNc6MoB 07/27/2020 1.150 15,000,000.00 15,000,000.00 98.638000 14,795,700.00 -204,300.00
FHLMC 5YrNc3MoB 08/10/2021 1.500 15,000,000.00 15,000,000.00 98.517000 14,777,550.00 -222,450.00
FHLMC 4YrNc6MoB 08/10/2020 1.150 15,000,000.00 15,000,000.00 98.596000 14,789,400.00 -210,600.00
FHLMC 5YrNc3MoB 08/10/2021 1.350 10,000,000.00 10,000,000.00 98.611000 9,861,100.00 -138,900.00
FHLMC 5YrNc3MoB 08/25/2021 1.500 15,000,000.00 15,000,000.00 98.828000 14,824,200.00 -175,800.00
FHLMC 5YrNc3MoB 08/25/2021 1.500 10,000,000.00 10,000,000.00 98.015000 9,801,500.00 -198,500.00
1425: FHLMC-Fxd-S 30/360
1460: FHLMC-STEP%-Q30/360
1465: FHLMC-STEP%-S30/360
1310: U.S. TREASURY BOND
912828R51
912828XF2
313397TL5
CASH
LAO
912796NU9
1300: U.S. TREASURY BILL
912828XA3
9128282K5
1400: FHLMC-DISC NOTE
912828M72
912828G20
CJPXX
TMPXX
TMPXX
CJPXX
CLTR
CASH
3134G9JD0
3130A9C90
3134G72T7
3134GAVF8
3134G9VF1
3134GAK78
3134G9XZ5
3134GBYS5
3134GBK35
WFFXX
FIPXX
3134G8QB8
3134G66M0
3134G8L98
WFJXX
912828J68
912828U40
9128282K5
3134G9WU7
3134G7V24
3134G95W3 1.500 3.772 3.904
1.350 3.750 3.8633134G9T23
3134G9U47 1.500 3.772 3.904
1.500 3.747 3.863
3134G9S57 1.150 2.802 2.863
3134G9R66
1.250 3.677 3.786
3134G9S40 1.150 2.767 2.825
3134G9XA0
1.500 3.620 3.751
3134G9UH8 1.000 2.214 2.249
3134G9UX3
1.500 3.620 3.751
3134G9VA2 1.300 3.637 3.751
3134G9UM7
1.500 3.524 3.652
3134G9NU7 1.630 3.579 3.712
1.250 3.320 3.411
3134G9JX6 1.600 3.554 3.693
3134G8L31
1.125 3.005 3.082
3134G8KU2 1.250 3.320 3.411
3134G7S77
1.204 2.044 2.066
3134GAPS7 1.204 2.044 2.066
1.800 2.905 3.000
1.117 1.048 1.068
1.509 1.955 1.992
1.600 1.784 1.819
1.267 .721 .726
1.350 1.301 1.321
.408
1.181 .608 .611
1.300 .985 .995
2.546 2.605
1.440 3.070 3.170
1.238 .798 .803
1.050 .406
1.370 3.061 3.156
1.250 2.357 2.405
.817 .243 .244
1.200
.808 .243 .244
3134GABZ6
1.250 1.792 1.819
3134G9Q67 1.050 .818 .822
3134G9Q75
.820 .800 .803
3134G9M38 .700 .074 .074
3134G9C70
.825 .074 .074
3134G9B55 1.000 .799 .803
3134G8YS2
.850 .035 .036
3134G8WC9 .850 .035 .036
3134G8WC9
1.500 1.979 2.030
3134G8V97 1.125 .740 .745
3134G8TG4
1.300 1.478 1.4933134G8QE2
1.270 1.478 1.493
.750 .128 .129
3134G8L64 1.000 .893 .899
3134G73L3
1.050 1.067 1.079
1.259 .720
1.050 1.067 1.079
1.230 .720 .726
.726
.750 .074 .074
1.133 .395 .400
1.133 .395 .400
1.256 .701 .707
1.074 .603 .610
1.418 1.800 1.833
1.248 .660 .666
1.165 .619 .622
1.428 1.800 1.833
.883 .292 .293
1.042 .452 .455
.919 .166 .167
.883 .335 .337
.851 .166 .167
.868 .166 .167
.855 .125 .126
1.115 1.153 1.167
.990 .335 .337
912828H94
.846 .125 .126
912828UJ7
912828G20
.920 .376 .378
1.152 .430 .436
1.152 .430 .436
1.725 1.229 2.710
1.725 1.229 2.710
1.230 .003 .003
1.230 .003 .003
1.230 .003 .003
1.194 .003
1.230 .003 .003
.003
1.194 .003 .003
.003
1.216 .003 .003
1.068 .003 .003
.000 .003
1.214 .003 .003
1.208 .000 .003
1.255 .003
.000 .003
.922 .003 .003
.003 .0031.218
1.251
1.214 .000 .003
1.223 .000 .003
.924 .003 .003
FGTXX .909 .003 .003
GOFXX
FRGXX .946 .003 .003
1060: MMKT ACCTS-A/366
Month End Portfolio Holdings
Fund: 1 POOL FUND
Yield
To Mat
Modified
Duration
Years To
Maturity
CUSIP
CJPXX
FIPXX
3134G72T7
912828UA6
912828UA6
1175: LAO-SINKING FND-A/360
912828H37
WFJXX
912828UJ7
1.222
3134G9JW8
1065: CLTR-A/366
1080: MGD RATE-A/366
1170: MGD RATE-A/360
3134GBWH1
3134GAXZ2
3134GAYK4
3134G7AE1
3134G9WU7
COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR 779
Description Maturity
Date
Coupon Par
Value
Book
Value
Market
Price
Market
Value
Unrealized
Gain/Loss
Month End Portfolio Holdings
Yield
To Mat
Modified
Duration
Years To
Maturity
CUSIP
FHLMC 5YrNc3MoB 08/25/2021 1.375 15,000,000.00 15,000,000.00 98.286000 14,742,900.00 -257,100.00
FHLMC 4.25YrNc3MoB 12/08/2020 1.250 20,000,000.00 20,000,000.00 98.686000 19,737,200.00 -262,800.00
FHLMC 5YrNc6MoB 08/24/2021 1.250 20,000,000.00 20,000,000.00 98.830000 19,766,000.00 -234,000.00
FHLMC 5YrNc3MoB 09/13/2021 1.500 16,500,000.00 16,500,000.00 98.733000 16,290,945.00 -209,055.00
FHLMC 5YrNc3MoB 09/30/2021 1.500 20,000,000.00 20,000,000.00 98.586000 19,717,200.00 -282,800.00
FHLMC 5YrNc6MoB 09/30/2021 1.450 15,000,000.00 15,000,000.00 98.487000 14,773,050.00 -226,950.00
FHLMC 5YrNc6MoB 09/30/2021 1.350 15,000,000.00 15,000,000.00 98.302000 14,745,300.00 -254,700.00
FHLMC 5YrNc3MoB 10/25/2021 1.375 10,000,000.00 10,000,000.00 98.208000 9,820,800.00 -179,200.00
FHLMC 5YrNc3MoB 10/25/2021 1.375 6,705,000.00 6,705,000.00 98.208000 6,584,846.40 -120,153.60
FHLMC 5YrNc3MoB 10/27/2020 1.250 10,000,000.00 10,000,000.00 98.946000 9,894,600.00 -105,400.00
FHLMC 5YrNc6MoB 10/27/2021 1.400 15,000,000.00 15,000,000.00 97.801000 14,670,150.00 -329,850.00
FHLMC 5YrNc6MoB 10/27/2021 1.400 15,000,000.00 15,000,000.00 97.801000 14,670,150.00 -329,850.00
FHLMC 5YrNc6MoB 10/28/2021 1.250 10,000,000.00 10,000,000.00 99.330000 9,933,000.00 -67,000.00
FHLMC 5YrNc3MoB 10/27/2021 1.500 15,000,000.00 15,000,000.00 98.067000 14,710,050.00 -289,950.00
FHLMC 5YrNc3MoB 10/27/2021 1.500 15,000,000.00 15,000,000.00 98.067000 14,710,050.00 -289,950.00
FHLMC 5YrNc3MoB 10/27/2021 1.400 10,000,000.00 10,000,000.00 97.919000 9,791,900.00 -208,100.00
FHLMC 5YrNc3MoB 11/10/2021 1.550 17,000,000.00 17,000,000.00 98.244000 16,701,480.00 -298,520.00
FHLMC 5YrNc3MoB 10/27/2021 1.400 14,000,000.00 14,000,000.00 97.919000 13,708,660.00 -291,340.00
FHLMC 5YrNc3MoB 11/30/2021 1.500 4,500,000.00 4,500,000.00 98.654000 4,439,430.00 -60,570.00
FHLMC 5YrNc3MoB 11/26/2021 1.550 20,000,000.00 20,000,000.00 98.198000 19,639,600.00 -360,400.00
FHLMC 5YrNc3MoB 12/09/2021 1.500 10,000,000.00 10,000,000.00 99.159000 9,915,900.00 -84,100.00
FHLMC 5YrNc3MoB 12/09/2021 1.650 20,000,000.00 20,000,000.00 99.752000 19,950,400.00 -49,600.00
FHLMC 5YrNc3MoB 12/30/2021 1.900 10,000,000.00 10,000,000.00 99.259000 9,925,900.00 -74,100.00
FHLMC 5YrNc3MoB 12/30/2021 1.900 10,000,000.00 10,000,000.00 99.259000 9,925,900.00 -74,100.00
FHLMC 3YrNc6MoB 02/24/2020 1.250 20,000,000.00 20,000,000.00 99.992000 19,998,400.00 -1,600.00
FHLMC 3YrNc6MoB 10/06/2020 1.375 15,000,000.00 15,000,000.00 99.999000 14,999,850.00 -150.00
FHLMC 3.5Yr 10/29/2020 1.125 7,125,000.00 7,108,968.75 99.636000 7,099,065.00 -9,903.75
FHLMC 3.5YrNc6MoB 10/27/2020 1.375 15,000,000.00 15,000,000.00 99.988000 14,998,200.00 -1,800.00
FHLMC 3YrNc3MoB 04/27/2020 1.500 10,000,000.00 10,000,000.00 99.781000 9,978,100.00 -21,900.00
FHLMC 3YrNc3MoB 04/27/2020 1.500 20,000,000.00 20,000,000.00 99.721000 19,944,200.00 -55,800.00
FHLMC 3YrNc3MoB 05/22/2020 1.500 10,000,000.00 10,000,000.00 99.745000 9,974,500.00 -25,500.00
FHLMC 3YrNc6MoB 05/22/2020 1.600 20,000,000.00 20,000,000.00 99.763000 19,952,600.00 -47,400.00
FHLMC 4YrNc6MoB 02/24/2021 1.650 15,000,000.00 15,000,000.00 99.886000 14,982,900.00 -17,100.00
FHLMC 3YrNc6MoB 11/24/2020 1.600 15,000,000.00 15,000,000.00 99.823000 14,973,450.00 -26,550.00
FHLMC 5YrNc3MoB 06/29/2022 2.050 20,000,000.00 20,000,000.00 99.566000 19,913,200.00 -86,800.00
FHLMC 5YrNc6MoB 06/22/2022 2.000 15,000,000.00 15,000,000.00 99.312000 14,896,800.00 -103,200.00
FHLMC 5YrNc3MoB 07/05/2022 2.000 20,000,000.00 20,000,000.00 99.756000 19,951,200.00 -48,800.00
FHLMC 3.5YrNc3MoB 01/20/2021 1.500 10,000,000.00 10,000,000.00 99.919000 9,991,900.00 -8,100.00
FHLMC 5YrNc3MoB 07/27/2022 2.050 20,000,000.00 20,000,000.00 99.633000 19,926,600.00 -73,400.00
FHLMC 5YrNc3MoB 07/27/2022 2.100 20,000,000.00 20,000,000.00 100.000000 20,000,000.00 0.00
1.497 820,830,000.00 820,810,968.75 99.013794 812,734,926.40 -8,076,042.35
FNMA 3.5YrNc6MoB 12/16/2019 1.500 5,000,000.00 5,000,000.00 99.088000 4,954,400.00 -45,600.00
FNMA 4YrNc6MoE 07/13/2020 1.350 10,000,000.00 10,000,000.00 98.950000 9,895,000.00 -105,000.00
FNMA 3.25YrNc6MoB 09/30/2019 1.250 7,500,000.00 7,500,000.00 98.943000 7,420,725.00 -79,275.00
FNMA 2YrNc6MoE 07/27/2018 .800 15,000,000.00 15,000,000.00 99.548000 14,932,200.00 -67,800.00
FNMA 3YrNc6MoE 07/26/2019 1.000 10,000,000.00 10,000,000.00 98.956000 9,895,600.00 -104,400.00
FNMA 3YrNc6MoE 07/26/2019 1.000 10,000,000.00 10,000,000.00 98.956000 9,895,600.00 -104,400.00
FNMA 2.5YrNc6MoE 01/25/2019 .875 7,500,000.00 7,495,350.00 99.143000 7,435,725.00 -59,625.00
FNMA 3YrNc1YrE 07/26/2019 1.050 15,000,000.00 15,000,000.00 99.042000 14,856,300.00 -143,700.00
FNMA 3.5YrNc1YrE 07/26/2019 1.125 25,000,000.00 25,000,000.00 99.272000 24,818,000.00 -182,000.00
FNMA 3Yr 10/24/2019 1.000 10,000,000.00 9,973,200.00 98.846000 9,884,600.00 -88,600.00
FNMA 3YrNc6MoB 11/25/2019 1.400 10,000,000.00 10,000,000.00 99.208000 9,920,800.00 -79,200.00
FNMA 1YR BULLET 05/21/2018 .875 10,000,000.00 9,968,300.00 99.744000 9,974,400.00 6,100.00
FNMA 3Yr 07/30/2020 1.500 10,000,000.00 9,969,700.00 99.453000 9,945,300.00 -24,400.00
FNMA 2Yr 08/28/2019 1.500 10,000,000.00 10,019,600.00 99.892000 9,989,200.00 -30,400.00
1.133 155,000,000.00 154,926,150.00 99.237323 153,817,850.00 -1,108,300.00
FNMA 4.25YrNc6MoB 09/09/2020 1.400 15,000,000.00 15,000,000.00 98.565000 14,784,750.00 -215,250.00
1.400 15,000,000.00 15,000,000.00 98.565000 14,784,750.00 -215,250.00
FNMA 4YrNc6MoB 03/09/2020 1.300 15,000,000.00 15,000,000.00 99.736000 14,960,400.00 -39,600.00
FNMA 4YrNc6MoB 03/30/2020 1.250 10,000,000.00 10,000,000.00 99.958000 9,995,800.00 -4,200.00
FNMA 5YrNc6MoB 03/30/2021 1.500 15,000,000.00 15,000,000.00 98.850000 14,827,500.00 -172,500.00
FNMA 5YrNc6MoB 06/09/2021 1.550 15,000,000.00 15,000,000.00 98.900000 14,835,000.00 -165,000.00
FNMA 4YrNc6MoB 06/30/2020 1.150 20,000,000.00 20,000,000.00 98.920000 19,784,000.00 -216,000.00
FNMA 5YrNc6MoB 07/27/2021 1.250 15,000,000.00 15,000,000.00 97.891000 14,683,650.00 -316,350.00
FNMA 5YrNc6MoB 07/27/2021 1.250 20,000,000.00 20,000,000.00 98.031000 19,606,200.00 -393,800.00
FNMA 4YrNc6MoB 11/24/2020 1.125 15,000,000.00 15,000,000.00 98.335000 14,750,250.00 -249,750.00
1.291 125,000,000.00 125,000,000.00 98.754240 123,442,800.00 -1,557,200.00
FHLB DISC NOTE 11/14/2017 .810 10,000,000.00 9,919,111.11 99.879000 9,987,900.00 68,788.89
FHLB DISC NOTE 10/04/2017 .930 1,000,000.00 995,348.89 99.991750 999,917.50 4,568.61
FHLB DISC NOTE 10/04/2017 .930 1,000,000.00 995,348.89 99.991750 999,917.50 4,568.61
FHLB DISC NOTE 10/06/2017 .920 25,000,000.00 24,883,722.22 99.986250 24,996,562.50 112,840.28
FHLB DISC NOTE 10/06/2017 .940 8,700,000.00 8,659,095.50 99.986250 8,698,803.75 39,708.25
FHLB DISC NOTE 10/11/2017 .950 20,000,000.00 19,904,450.00 99.972500 19,994,500.00 90,050.00
FHLB DISC NOTE 10/13/2017 .970 20,000,000.00 19,905,130.00 99.967000 19,993,400.00 88,270.00
FHLB DISC NOTE 01/12/2018 1.140 20,000,000.00 19,884,100.00 99.702444 19,940,488.89 56,388.89
FHLB DISC NOTE 02/09/2018 1.140 5,000,000.00 4,971,183.33 99.607000 4,980,350.00 9,166.67
FHLB DISC NOTE 02/21/2018 1.324 10,000,000.00 9,943,074.44 99.571000 9,957,100.00 14,025.56
FHLB DISC NOTE 02/21/2018 1.142 15,000,000.00 14,914,611.67 99.571000 14,935,650.00 21,038.33
1.020 135,700,000.00 134,975,176.05 99.841260 135,484,590.14 509,414.09
FHLB 5YrNc3MoB 06/20/2018 1.250 3,719,720.08 3,719,720.08 99.997000 3,719,608.49 -111.59
FHLB 2Yr 12/01/2017 1.020 10,000,000.00 10,000,000.00 99.994000 9,999,400.00 -600.00
FHLB 2.5YrNc1YrE 09/28/2018 1.100 5,000,000.00 5,000,000.00 99.737000 4,986,850.00 -13,150.00
FHLB 5Yr 04/05/2021 1.375 5,000,000.00 4,996,350.00 98.265000 4,913,250.00 -83,100.00
FHLB 4Yr 04/06/2020 1.200 10,000,000.00 9,996,000.00 98.897000 9,889,700.00 -106,300.00
FHLB 2Yr 08/07/2018 .625 5,000,000.00 4,989,600.00 99.411000 4,970,550.00 -19,050.00
FHLB 2Yr 08/07/2018 .625 25,000,000.00 24,948,000.00 99.411000 24,852,750.00 -95,250.00
FHLB 2Yr 08/07/2018 .625 10,000,000.00 9,979,200.00 99.411000 9,941,100.00 -38,100.00
FHLB 1.5Yr 01/08/2018 .650 15,000,000.00 15,007,200.00 99.893000 14,983,950.00 -23,250.00
FHLB 1.5Yr 01/08/2018 .650 10,000,000.00 10,006,200.00 99.893000 9,989,300.00 -16,900.00
FHLB 2YrNc1YrE 11/23/2018 1.000 9,500,000.00 9,500,000.00 99.359000 9,439,105.00 -60,895.00
FHLB 3Yr 08/05/2019 .875 15,000,000.00 14,971,200.00 98.817000 14,822,550.00 -148,650.00
FHLB 2Yr 10/01/2018 .875 10,000,000.00 9,993,200.00 99.561000 9,956,100.00 -37,100.00
FHLB 1Yr 11/17/2017 .750 25,000,000.00 24,971,000.00 99.962000 24,990,500.00 19,500.00
FHLB 5Yr 12/08/2017 .750 6,100,000.00 6,090,086.65 99.937000 6,096,157.00 6,070.35
FHLB 1Yr 02/23/2018 .875 21,540,000.00 21,530,307.00 99.905000 21,519,537.00 -10,770.00
FHLB 1.25YrNc6MoB 05/10/2018 1.000 9,500,000.00 9,483,850.00 99.813000 9,482,235.00 -1,615.00
FHLB 2.25YrNc2YrE 07/26/2019 1.375 10,000,000.00 9,986,000.00 99.683000 9,968,300.00 -17,700.00
FHLB 2Yr 07/12/2019 1.460 10,000,000.00 9,995,400.00 99.855000 9,985,500.00 -9,900.00
FHLB 2.75YrNc9MoE 05/22/2020 1.600 5,000,000.00 5,000,000.00 99.588000 4,979,400.00 -20,600.00
FHLB 3YrNc1YrE 08/28/2020 2.000 10,000,000.00 10,061,000.00 100.374000 10,037,400.00 -23,600.00
FHLB 3YrNc1YrE 08/28/2020 1.650 5,000,000.00 5,000,000.00 99.451000 4,972,550.00 -27,450.00
FHLB 2YrNc3MoB 08/28/2019 1.550 5,000,000.00 5,000,000.00 100.007000 5,000,350.00 350.00
FHLB 2Yr 03/08/2019 1.500 10,000,000.00 10,022,300.00 100.043000 10,004,300.00 -18,000.00
FHLB 2.5Yr 03/29/2019 1.360 10,000,000.00 10,001,500.00 99.793000 9,979,300.00 -22,200.00
FHLB 1.5Yr 02/08/2019 1.350 12,500,000.00 12,491,375.00 99.819000 12,477,375.00 -14,000.00
313385MN3
1725: FHLB-Fxd-S 30/360
1525: FNMA-Fxd-S 30/360
1560: FNMA-STEP%-Q 30/360
1700: FHLB-DISC NOTE
3135G0T60
3136G0YK1
3136G3SG1
1565: FNMA-STEP%-S 30/360
3134GBWS7
3134GBYN6
3134GATB0
3134GAZ49
3134GBWD0
3134GBMP4
3134GBTD4
3134GBTE2
313385MX1
3130A6V95
3130AC3J1
3130ABQ25
3130AC3D4
3130AA4U9
3130AAUT3
313385SW7
3130A8PK3
3130A8PK3
3130A8PK3
3134GBKC5
3134GAYG3
3134GATA2
3136G3TG0
3136G3BX2
3136G3ZW8
3136G3Y74
3136G3EH4
3134GAYF5
3134GBHN5
3134GAET7
3134GAPM0
3134GBDG4
3134GAKY9
3134GAQV9
3130A8NZ2
3130ABB21
313381B20
1.351 1.418 1.436
1.350 1.481
1.400 1.336 1.359
1.790 2.818 2.912
1.493
1.650 2.833 2.912
1.550 1.879 1.910
.910 .188
1.749 1.7813130ABRS7
1.600 2.575 2.6443130ABYZ3
1.483
1.154 .605 .608
1.444 1.789 1.819
.189
.920 .398 .400
1.003
.871 .131 .132
.908 .992
1.148
.940 1.826 1.847
1.000 1.134
.274
.608 .273 .274
.618 .273
.726 .848 .852
.726 .848 .852
1.210 2.457 2.518
.726 .848 .852
1.100 .986 .995
1.390 3.396 3.515
1.250 .715 .721
1.020 .169 .170
1.002 .149 .151
1.132 .390 .395
1.132 .390 .395
1.147 .282 .285
1.147 .357 .362
.950 .030 .030
.959 .035 .036
.914 .016 .016
.934 .016 .016
.924 .011 .011
313385PF7 .807
.924 .011 .011
313385MN3
.122 .123
1.250 3.716 3.825
1.291 3.156 3.242
1.125 3.075 3.153
1.550 3.558 3.693
1.150 2.692 2.751
1.250 3.716 3.825
1.500 3.403 3.499
1.300 2.394 2.441
1.400
1.250 2.454 2.499
1.400
1.400 1.881 1.910
1.160
2.875 2.945
1.814
2.153
1.181 .636 .638
1.125
2.875 2.945
1.604 2.756 2.833
.800 .820 .822
1.000 1.798
1.784
1.050 1.797
1.400 2.104
1.8193135G0M26
3135G0M26
1.795 1.819
1.091 2.031 2.066
3136G3A62 1.819
.900 1.307 1.321
1.350 2.718 2.786
1.819
1.000 1.798
3136G3SY2 1.250 1.969 2.000
1.500 2.158 2.211
2.100 4.550 4.825
1.498 3.581 3.718
1.500 3.204 3.310
2.050 4.556 4.825
2.000 4.466 4.729
3134GBYK2 2.000 4.502 4.764
2.050 4.479 4.748
1.650 3.300 3.405
1.600
2.501 2.575
1.500 2.570 2.644
3.043 3.153
2.565 2.6441.600
1.375 2.984 3.077
1.375 2.926
1.500 2.501 2.575
1.500
1.250 2.354 2.403
3.019
1.190 3.004 3.082
1.900 4.046 4.252
3134GAYR9
1.900 4.046 4.252
3134GAA87
3134GAA87
3.989 4.159
1.500 4.030 4.195
1.650 4.014 4.195
1.550
1.400 3.924 4.077
3134GAUA0 1.500 4.005 4.170
3134GATA2
1.400 3.924 4.077
1.550 3.945 4.115
1.500 3.914 4.077
3134GARL0
3134GASF2
3134GASF2 1.500 3.914 4.077
1.400 3.924 4.077
1.250 3.943 4.079
1.250 2.992 3.077
3134GAQV9 1.400 3.924 4.077
3134GAPA6
1.375 3.922 4.071
3134GANB6
3134GAPM0
1.375 3.922 4.071
1.450 3.873 4.003
1.350 3.881 4.003
1.500 3.821 3.956
1.500 3.868 4.003
1.250 3.105 3.192
3134GAEG5 1.250 3.790 3.901
3134GAEB6
3134G96A0 1.375 3.782 3.904
3130ABZE9
3133782M2
313385TJ5
3130A7H57
3130A7PU3
313385MQ6
313385RS7
313385MV5
3136G3RL1
3136G3WC5
3136G3XE0
3135G0WJ8
3136G3P25
313385MQ6
3135G0R39
3136G4GU1
3134GBGB2
3136G3PB5
3136G3XT7
3130A8NZ2
3136G3DV4
3134GBPJ5
3136G3XS9
3130A8XH1
3130AC2C7
3134GBSE3
3134GBSD5
3134G7S77
3134GADP6
313385TJ5
313383EP2
3130A7PV1
3130A8WS8
3130A8Y72
3130A9AE1
COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR 880
Description Maturity
Date
Coupon Par
Value
Book
Value
Market
Price
Market
Value
Unrealized
Gain/Loss
Month End Portfolio Holdings
Yield
To Mat
Modified
Duration
Years To
Maturity
CUSIP
1.031 272,859,720.08 272,739,488.73 99.669206 271,957,117.49 -782,371.24
FHLB 3YrNcMoB 08/15/2019 1.250 25,000,000.00 25,000,000.00 99.815000 24,953,750.00 -46,250.00
1.250 25,000,000.00 25,000,000.00 99.815000 24,953,750.00 -46,250.00
FHLB 5YrNc3MoB 09/30/2021 1.350 15,000,000.00 15,000,000.00 98.669000 14,800,350.00 -199,650.00
FHLB 5YrNc3MoB 09/30/2021 1.350 15,000,000.00 15,000,000.00 98.634000 14,795,100.00 -204,900.00
FHLB 5YrNc6MoB 12/09/2021 1.600 10,000,000.00 10,000,000.00 98.649000 9,864,900.00 -135,100.00
FHLB 5YrNc6MoB 12/09/2021 1.600 10,000,000.00 10,000,000.00 98.649000 9,864,900.00 -135,100.00
FHLB 5YrNc1YrB 12/08/2021 1.700 15,000,000.00 15,000,000.00 99.567000 14,935,050.00 -64,950.00
FHLB 5YrNc6MoB 07/26/2022 2.000 15,000,000.00 15,000,000.00 99.883000 14,982,450.00 -17,550.00
FHLB 5YrNc6MoB 02/09/2022 1.750 20,000,000.00 20,000,000.00 99.761000 19,952,200.00 -47,800.00
FHLB 5YrNc3MoB 08/24/2022 2.000 10,000,000.00 10,000,000.00 99.456000 9,945,600.00 -54,400.00
FHLB 5YrNc3MoB 08/24/2022 2.000 15,000,000.00 15,000,000.00 99.472000 14,920,800.00 -79,200.00
FHLB 5YrNc3MoB 05/24/2022 1.800 20,000,000.00 20,000,000.00 99.824000 19,964,800.00 -35,200.00
1.717 145,000,000.00 145,000,000.00 99.328379 144,026,150.00 -973,850.00
FHLB 4Yr 09/22/2020 1.386 10,000,000.00 10,000,000.00 100.292000 10,029,200.00 29,200.00
FHLB 4Yr 09/22/2020 1.386 15,000,000.00 15,000,000.00 100.292000 15,043,800.00 43,800.00
FHLB 4Yr 09/28/2020 1.384 10,000,000.00 10,000,000.00 100.423000 10,042,300.00 42,300.00
FHLB 4Yr 09/28/2020 1.384 15,000,000.00 15,000,000.00 100.423000 15,063,450.00 63,450.00
1.385 50,000,000.00 50,000,000.00 100.357500 50,178,750.00 178,750.00
FHLB 3Yr 07/01/2020 1.424 25,000,000.00 25,000,000.00 100.608000 25,152,000.00 152,000.00
1.424 25,000,000.00 25,000,000.00 100.608000 25,152,000.00 152,000.00
FFCB DISC NOTE 01/24/2018 1.062 25,000,000.00 24,783,333.33 99.658000 24,914,500.00 131,166.67
1.062 25,000,000.00 24,783,333.33 99.658000 24,914,500.00 131,166.67
FFCB 3YrNc3MoA 10/15/2018 1.110 5,000,000.00 5,000,000.00 99.589000 4,979,450.00 -20,550.00
FFCB 3YrNc1YrA 03/29/2019 1.250 10,310,000.00 10,310,000.00 99.519000 10,260,408.90 -49,591.10
FFCB 4YrNc1YrA 04/27/2020 1.420 7,700,000.00 7,700,000.00 99.041000 7,626,157.00 -73,843.00
FFCB 2.5YrNc3MoA 01/28/2019 1.110 25,000,000.00 25,000,000.00 99.411000 24,852,750.00 -147,250.00
FFCB 4YrNc1YrA 08/24/2020 1.320 10,000,000.00 10,000,000.00 98.730000 9,873,000.00 -127,000.00
FFCB 1.25Yr 12/22/2017 .700 15,000,000.00 14,988,000.00 99.928000 14,989,200.00 1,200.00
FFCB 4YrNc1YrA 09/21/2020 1.350 10,000,000.00 10,000,000.00 98.608000 9,860,800.00 -139,200.00
FFCB 4YrNc1YrA 10/13/2020 1.340 15,000,000.00 15,000,000.00 98.303000 14,745,450.00 -254,550.00
FFCB 4YrNc3MoA 11/02/2020 1.380 10,000,000.00 10,000,000.00 97.761000 9,776,100.00 -223,900.00
FFCB 4YrNc1YrA 12/07/2020 1.770 10,000,000.00 10,000,000.00 99.363000 9,936,300.00 -63,700.00
FFCB 3YrNc1YrE 02/27/2020 1.710 10,000,000.00 10,000,000.00 100.005000 10,000,500.00 500.00
FFCB 1.5Yr 11/21/2018 1.250 10,000,000.00 9,987,200.00 99.799000 9,979,900.00 -7,300.00
FFCB 1.5Yr 11/21/2018 1.250 10,000,000.00 9,990,000.00 99.799000 9,979,900.00 -10,100.00
FFCB 2.5Yr 01/17/2020 1.520 10,000,000.00 10,000,000.00 99.777000 9,977,700.00 -22,300.00
FFCB 3Yr 08/10/2020 1.550 5,000,000.00 5,000,000.00 99.464000 4,973,200.00 -26,800.00
FFCB 2Yr 08/28/2019 1.400 5,000,000.00 5,000,000.00 99.723000 4,986,150.00 -13,850.00
FFCB 2Yr 06/24/2019 1.520 5,000,000.00 5,010,640.00 99.939000 4,996,950.00 -13,690.00
FFCB 2Yr 08/28/2019 1.400 10,000,000.00 9,998,000.00 99.723000 9,972,300.00 -25,700.00
FFCB 3Yr 03/20/2020 1.450 20,000,000.00 19,970,400.00 99.554000 19,910,800.00 -59,600.00
1.323 203,010,000.00 202,954,240.00 99.343390 201,677,015.90 -1,277,224.10
FFCB 5Yr 10/10/2019 1.305 15,000,000.00 15,000,000.00 100.220000 15,033,000.00 33,000.00
FFCB 5Yr 10/10/2019 1.305 25,000,000.00 25,000,000.00 100.220000 25,055,000.00 55,000.00
FFCB 5Yr 10/10/2019 1.305 10,000,000.00 9,997,560.00 100.220000 10,022,000.00 24,440.00
FFCB 2Yr 02/09/2018 1.315 15,000,000.00 15,000,000.00 100.082000 15,012,300.00 12,300.00
FFCB 2Yr 02/09/2018 1.315 20,000,000.00 20,000,000.00 100.082000 20,016,400.00 16,400.00
FFCB 3Yr 11/23/2018 1.357 10,000,000.00 10,006,056.38 100.261000 10,026,100.00 20,043.62
FFCB 3Yr 02/25/2019 1.507 15,000,000.00 15,000,000.00 100.460000 15,069,000.00 69,000.00
FFCB 3Yr 02/25/2019 1.507 5,000,000.00 5,000,000.00 100.460000 5,023,000.00 23,000.00
FFCB 2.5Yr 09/17/2018 1.454 5,000,000.00 5,000,000.00 100.324000 5,016,200.00 16,200.00
FFCB 3 Yr 04/04/2019 1.432 25,000,000.00 25,000,000.00 100.388000 25,097,000.00 97,000.00
FFCB 4Yr 04/01/2020 1.472 25,000,000.00 25,000,000.00 100.611000 25,152,750.00 152,750.00
FFCB 4Yr 04/13/2020 1.481 50,000,000.00 50,000,000.00 100.635000 50,317,500.00 317,500.00
FFCB 5Yr 05/25/2021 1.507 10,000,000.00 10,000,000.00 100.667000 10,066,700.00 66,700.00
FFCB 5Yr 05/25/2021 1.507 10,000,000.00 10,000,000.00 100.667000 10,066,700.00 66,700.00
FFCB 3Yr 07/15/2019 1.424 5,000,000.00 5,000,000.00 100.431000 5,021,550.00 21,550.00
FFCB 3Yr 10/11/2019 1.415 15,000,000.00 15,000,000.00 100.471000 15,070,650.00 70,650.00
FFCB 3Yr 10/24/2019 1.417 15,000,000.00 15,000,000.00 100.434000 15,065,100.00 65,100.00
FFCB 3Yr 11/14/2019 1.407 15,000,000.00 15,000,000.00 100.451000 15,067,650.00 67,650.00
FFCB 3Yr 11/14/2019 1.407 15,000,000.00 15,000,000.00 100.451000 15,067,650.00 67,650.00
1.413 305,000,000.00 305,003,616.38 100.415164 306,266,250.00 1,262,633.62
FAMCA 1Yr 12/27/2017 .945 25,000,000.00 25,000,000.00 99.990000 24,997,500.00 -2,500.00
FAMCA 1 Yr 05/15/2018 1.250 25,000,000.00 25,000,000.00 99.945000 24,986,250.00 -13,750.00
FAMCA 1Yr 05/10/2018 1.150 25,000,000.00 25,000,000.00 99.908000 24,977,000.00 -23,000.00
FAMCA 1YrNc6MoB 04/19/2018 1.250 25,000,000.00 25,000,000.00 99.943000 24,985,750.00 -14,250.00
FAMCA 1YrNc6MoB 04/19/2018 1.250 25,000,000.00 25,000,000.00 99.943000 24,985,750.00 -14,250.00
FAMCA 1YrNc6MoB 04/19/2018 1.250 15,000,000.00 15,000,000.00 99.943000 14,991,450.00 -8,550.00
FAMCA 2Yr 08/15/2018 1.250 5,000,000.00 4,996,000.00 99.914000 4,995,700.00 -300.00
FAMCA 1.25Yr 09/14/2018 1.320 15,000,000.00 15,000,000.00 99.962000 14,994,300.00 -5,700.00
FAMCA 2Yr 08/20/2019 1.440 5,000,000.00 4,999,800.00 99.767000 4,988,350.00 -11,450.00
FAMCA 2Yr 09/26/2019 1.420 10,000,000.00 10,000,000.00 99.632000 9,963,200.00 -36,800.00
1.213 175,000,000.00 174,995,800.00 99.923000 174,865,250.00 -130,550.00
FAMCA 1Yr 12/22/2017 1.246 25,000,000.00 25,000,000.00 100.036000 25,009,000.00 9,000.00
FAMCA 1 Yr 04/03/2018 1.162 50,000,000.00 50,000,000.00 100.101000 50,050,500.00 50,500.00
1.190 75,000,000.00 75,000,000.00 100.079333 75,059,500.00 59,500.00
FAMCA 3Yr 03/19/2019 1.394 10,000,000.00 10,000,000.00 100.407000 10,040,700.00 40,700.00
FAMCA 3Yr 07/26/2019 1.454 15,000,000.00 15,000,000.00 100.574000 15,086,100.00 86,100.00
1.430 25,000,000.00 25,000,000.00 100.507200 25,126,800.00 126,800.00
UC REGENTS 10/17/2017 1.153 47,450,000.00 47,322,675.83 99.948889 47,425,747.78 103,071.95
UC REGENTS 11/09/2017 1.150 55,000,000.00 54,840,118.06 99.875417 54,931,479.17 91,361.11
1.151 102,450,000.00 102,162,793.89 99.909446 102,357,226.95 194,433.06
CALIFORNIA STATE 10/12/2017 1.190 15,000,000.00 15,000,000.00 100.000000 15,000,000.00 0.00
CALIFORNIA STATE 10/17/2017 1.190 8,000,000.00 8,000,000.00 100.000000 8,000,000.00 0.00
1.190 23,000,000.00 23,000,000.00 100.000000 23,000,000.00 0.00
CONNECTICUT STATE 08/01/2018 2.250 25,000,000.00 25,613,250.00 102.453000 25,613,250.00 0.00
TEXAS STATE 10/01/2019 1.497 5,000,000.00 5,000,000.00 100.000000 5,000,000.00 0.00
TEXAS STATE 10/01/2017 .723 7,500,000.00 7,500,000.00 100.000000 7,500,000.00 0.00
OHIO STATE 05/01/2018 1.250 9,535,000.00 9,597,549.60 100.656000 9,597,549.60 0.00
HAWAII STATE 04/01/2019 1.380 4,990,000.00 4,990,000.00 100.000000 4,990,000.00 0.00
HAWAII STATE 04/01/2020 1.660 5,055,000.00 5,055,000.00 100.000000 5,055,000.00 0.00
HAWAII STATE 04/01/2018 1.250 4,925,000.00 4,933,569.50 100.174000 4,933,569.50 0.00
RHODE ISLAND STATE 05/01/2018 1.250 2,595,000.00 2,607,144.60 100.468000 2,607,144.60 0.00
RHODE ISLAND STATE 05/01/2020 1.625 2,660,000.00 2,670,719.80 100.403000 2,670,719.80 0.00
677522HW7
419792JG2
2300: MUNIS-ZERO CPN-Mat
2301: MUNIS CP-Mat A/365-6
20772JL34
1767: FHLB-Var-M A/360
1770: FHLB-Var-Q A/360
1900: FFCB-DISC NOTE
1765: FHLB-STEP%-S 30/360
3130A9DA6
3130AA2T4
3130AA5A2
3130ABQV1
1760: FHLB-STEP%-Q 30/360
76222RUM2
3132X0RW3
3132X0RB9
3132X0SB8
3132X0MC2
13068CCD5
1965: FMAC-Var-M A/360
1975: FMAC-Var-Q A/360
1930: FFCB-Var-M A/360
3133EGF67
3133EGF67
1950: FMAC-Fxd-S 30/360
1925: FFCB-Fxd-S 30/360
3133EDXQ0
3133EGYA7
3130AC6H2
3130AC4T8
3130ABVZ6
3133EFP84
3133EGCE3
3133EFT56
3133EF2Z9
3133EGCE3
3133EGLV5
3133EGZS7
3132X0SU6
3132X0SB8
3132X0UT6
3130ABZW9
1.394
13068CCB9
.723
3132X0ED9
3132X0EV9
91411SY95
1.010
1.160 .497 .501
1.520 2.507 2.586
.580 .584
1.380 1.472 1.501
1.660 2.422 2.504
.003 .003
.940 .580 .584
1.398 .825 .836
1.497 1.951 2.003
.047
1.190 .038 .038
1.190 .033 .033
1.190 .046
.108 .110
1.153 .079 .081
1.153
1.153 .046 .047
1.430 1.665 1.678
.507
1.459 1.466
1.454 1.802 1.819
1.190 .414 .414
1.246 .227 .227
1.162 .507
1.420 1.954 1.989
1.215 .682 .689
1.320 .946 .956
1.442 1.855 1.888
.551
1.250 .546 .551
1.320 .866 .874
.618 .622
1.150 .605 .608
1.250 .546 .551
1.250 .546
1.945
1.407
.945 .240 .241
2.103 2.123
1.407 2.103 2.123
1.417 2.049 2.066
1.415 2.013
1.789
1.507 3.601
2.030
1.424 1.779
1.481 2.510 2.537
3.652
1.507 3.601
1.454 .960 .964
3.652
1.432 1.501 1.510
1.472 2.477 2.504
1.507 1.394 1.405
1.507 1.394 1.405
2.027
1.315 .358 .362
1.305 1.144 1.148
1.305 2.021 2.027
1.315 .358 .362
1.317 2.021
1.305 2.021 2.027
1.410 1.883 1.910
1.339 1.994 2.042
1.400 1.883
1.511 2.418 2.471
1.910
1.400 1.699 1.732
1.520 2.243 2.299
3133EHUL5 1.550 2.782 2.863
3133EHRK1
1.342 1.125 1.142
3133EHNY5 1.322 1.125 1.142
3133EHNY5
1.770 3.068 3.189
3133EHAJ2 1.710 2.346 2.411
3133EGR49
1.340 2.947 3.038
1.380 2.997 3.093
.765 .226 .227
1.350 2.906 2.978
1.312 1.329
3133EGSA4 1.320 2.833 2.901
3133EGNY7
1.041
1.250 1.479 1.493
1.420 2.505 2.575
1.110 1.028
.318
1.049 .314 .318
1.049 .314
2.753
1.424 2.711 2.753
1.424 2.711
2.967 2.997
1.385 2.956 2.989
1.384
2.944 2.981
1.384 2.967 2.997
3130A9FM8
3130A9FR7
1.386
1.718 4.230 4.429
1.386 2.944 2.981
2.000 4.637 4.901
1.800 4.433 4.649
1.750 4.169 4.364
2.000 4.637 4.901
1.700 4.006 4.192
2.000 4.560 4.822
3.881 4.003
1.600 4.019 4.195
4.003
1.600 4.019 4.195
1.350 3.881
1.350
1.856 1.874
1.250
1.113 1.132
1.856 1.874
1.250
1.064
1.411 1.928
1.250
1.110
3133EFM61
3133EEZ60
3133EFE52
3133EDXQ0
3133EHWN9
3133EGVM4
3133EGXX8
3133EHWN9
3133EHZN6
91411SXH8
3130A9FU0
3133EDXQ0
3133EGVK8
3133EGC94
3133EFQJ9
3130AA2T4
419792JH0
3133EFE52
3133EF5D5
3133EFNK9
3133EFNK9
3130A9DH1
3130A8UH4
3130A9FR7
3133EFHH3
3133EFV38
3130A8NF6
313313SE9
3132X0SB8
3132X0LX7
3132X0QY0
882723ZZ5
3132X0WK3
3132X0WY3
2350: MUNIS-S 30/360
882723A33
419792JF4
76222RUK6
COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR 981
Description Maturity
Date
Coupon Par
Value
Book
Value
Market
Price
Market
Value
Unrealized
Gain/Loss
Month End Portfolio Holdings
Yield
To Mat
Modified
Duration
Years To
Maturity
CUSIP
RHODE ISLAND STATE 05/01/2019 1.375 2,625,000.00 2,636,838.75 100.451000 2,636,838.75 0.00
CALIFORNIA STATE 04/01/2018 .900 41,290,000.00 41,120,711.00 99.590000 41,120,711.00 0.00
GEORGIA STATE 07/01/2020 3.000 6,825,000.00 7,254,770.25 106.297000 7,254,770.25 0.00
GEORGIA STATE 07/01/2018 3.000 6,345,000.00 6,602,480.10 104.058000 6,602,480.10 0.00
GEORGIA STATE 07/01/2019 3.000 6,580,000.00 6,943,874.00 105.530000 6,943,874.00 0.00
ARKANSAS STATE 06/01/2018 2.250 12,810,000.00 13,139,473.20 102.572000 13,139,473.20 0.00
ARKANSAS STATE 06/01/2019 2.000 13,470,000.00 13,837,192.20 102.726000 13,837,192.20 0.00
HAWAII STATE 10/01/2018 1.000 4,870,000.00 4,878,473.80 100.174000 4,878,473.80 0.00
HAWAII STATE 10/01/2019 1.151 2,250,000.00 2,253,262.50 100.145000 2,253,262.50 0.00
HAWAII STATE 10/01/2020 1.370 2,250,000.00 2,254,320.00 100.192000 2,254,320.00 0.00
CALIFORNIA STATE 11/01/2017 1.750 9,480,000.00 9,569,301.60 100.942000 9,569,301.60 0.00
CALIFORNIA STATE 11/01/2017 .850 75,000,000.00 75,036,750.00 100.049000 75,036,750.00 0.00
CALIFORNIA STATE 11/01/2018 1.050 50,000,000.00 50,098,500.00 100.197000 50,098,500.00 0.00
OREGON STATE 05/01/2019 1.450 1,830,000.00 1,829,981.70 99.999000 1,829,981.70 0.00
OREGON STATE 04/01/2019 1.440 1,750,000.00 1,749,982.50 99.999000 1,749,982.50 0.00
OREGON STATE 04/01/2018 1.020 1,735,000.00 1,734,982.65 99.999000 1,734,982.65 0.00
OREGON STATE 05/01/2018 1.030 1,560,000.00 1,559,984.40 99.999000 1,559,984.40 0.00
CALIFORNIA STATE 04/01/2018 1.248 33,000,000.00 33,000,000.00 100.000000 33,000,000.00 0.00
1.346 340,930,000.00 343,468,112.15 100.744467 343,468,112.15 0.00
DEXIA (GUARANTEE)12/06/2017 1.320 25,000,000.00 24,807,888.89 99.776333 24,944,083.33 136,194.44
NATL SEC CLEARING CORP 12/07/2017 1.278 25,000,000.00 24,840,368.06 99.772944 24,943,236.11 102,868.05
DEXIA (GUARANTEE)01/16/2018 1.300 25,000,000.00 24,808,291.67 99.625500 24,906,375.00 98,083.33
DEXIA (GUARANTEE)10/17/2017 1.215 50,000,000.00 49,793,291.67 99.946667 49,973,333.33 180,041.66
NATL SEC CLEARING CORP 01/02/2018 1.300 40,000,000.00 39,721,222.22 99.674500 39,869,800.00 148,577.78
APPLE 02/12/2018 1.340 25,000,000.00 24,788,493.06 99.512389 24,878,097.22 89,604.16
MICROSOFT CORP 11/02/2017 1.200 50,000,000.00 49,810,000.00 99.893333 49,946,666.67 136,666.67
TOYOTA MOTOR CORP 10/11/2017 1.170 50,000,000.00 49,853,750.00 99.966667 49,983,333.33 129,583.33
APPLE 02/12/2018 1.340 25,000,000.00 24,802,347.22 99.512389 24,878,097.22 75,750.00
TOYOTA MOTOR CORP 11/13/2017 1.210 25,000,000.00 24,897,486.11 99.856667 24,964,166.67 66,680.56
TOYOTA MOTOR CORP 10/23/2017 1.200 50,000,000.00 49,873,333.33 99.926667 49,963,333.33 90,000.00
NATL SEC CLEARING CORP 10/16/2017 1.165 50,000,000.00 49,899,680.56 99.950000 49,975,000.00 75,319.44
APPLE 02/28/2018 1.330 25,000,000.00 24,823,590.28 99.454167 24,863,541.67 39,951.39
NATL SEC CLEARING CORP 10/25/2017 1.170 50,000,000.00 49,896,000.00 99.920000 49,960,000.00 64,000.00
NESTLE 02/28/2018 1.190 30,000,000.00 29,811,583.20 99.454167 29,836,250.00 24,666.80
NATL SEC CLEARING CORP 02/28/2018 1.300 18,000,000.00 17,877,800.00 99.454167 17,901,750.00 23,950.00
NESTLE 03/28/2018 1.280 50,000,000.00 49,626,666.67 99.352278 49,676,138.89 49,472.22
TOYOTA MOTOR CORP 10/31/2017 1.200 25,000,000.00 24,949,166.67 99.900000 24,975,000.00 25,833.33
JOHNSON & JOHNSON 11/08/2017 1.110 50,000,000.00 49,893,625.00 99.873333 49,936,666.67 43,041.67
NESTLE 04/25/2018 1.220 15,000,000.00 14,879,525.00 99.198889 14,879,833.33 308.33
APPLE 03/14/2018 1.320 50,000,000.00 49,653,500.00 99.403222 49,701,611.11 48,111.11
DEXIA (GUARANTEE)05/07/2018 1.400 30,000,000.00 29,718,833.33 99.152222 29,745,666.67 26,833.34
PROCTER & GAMBLE CO 11/17/2017 1.150 50,000,000.00 49,888,194.44 99.843333 49,921,666.67 33,472.23
MICROSOFT CORP 03/26/2018 1.290 20,000,000.00 19,860,250.00 99.359556 19,871,911.11 11,661.11
MICROSOFT CORP 03/14/2018 1.280 50,000,000.00 49,678,222.22 99.403222 49,701,611.11 23,388.89
APPLE 05/09/2018 1.350 35,000,000.00 34,695,500.00 99.144444 34,700,555.56 5,055.56
EXXON MOBIL 10/10/2017 1.110 30,000,000.00 29,980,575.00 99.970000 29,991,000.00 10,425.00
WALMART 10/16/2017 1.090 50,000,000.00 49,960,638.89 99.950000 49,975,000.00 14,361.11
DEXIA (GUARANTEE)06/11/2018 1.500 35,000,000.00 34,617,916.67 98.959889 34,635,961.11 18,044.44
TOYOTA MOTOR CORP 11/20/2017 1.190 30,000,000.00 29,945,458.33 99.833333 29,950,000.00 4,541.67
COLGATE-PALM 10/10/2017 1.030 45,000,000.00 44,984,550.00 99.970000 44,986,500.00 1,950.00
DEXIA (GUARANTEE)11/30/2017 1.092 25,000,000.00 24,953,069.44 99.796667 24,949,166.67 -3,902.77
1.227 1,153,000,000.00 1,147,590,817.93 99.686501 1,149,385,352.78 1,794,534.85
APPLE 05/03/2018 1.000 20,000,000.00 19,940,200.00 99.766000 19,953,200.00 13,000.00
WAL-MART 04/11/2018 1.125 21,875,000.00 21,846,781.25 99.866000 21,845,687.50 -1,093.75
APPLE 05/03/2018 1.000 6,000,000.00 5,983,560.00 99.766000 5,985,960.00 2,400.00
WAL-MART 04/11/2018 1.125 6,000,000.00 5,991,780.00 99.866000 5,991,960.00 180.00
APPLE 05/03/2018 1.000 10,000,000.00 9,970,000.00 99.766000 9,976,600.00 6,600.00
APPLE 05/03/2018 1.000 5,000,000.00 4,983,750.00 99.766000 4,988,300.00 4,550.00
WAL-MART 04/11/2018 1.125 2,262,000.00 2,258,878.44 99.866000 2,258,968.92 90.48
APPLE 05/03/2018 1.280 27,920,000.00 27,858,296.80 99.766000 27,854,667.20 -3,629.60
1.117 99,057,000.00 98,833,246.49 99.796424 98,855,343.62 22,097.13
TORONTO DOMINION 12/22/2017 1.350 50,000,000.00 50,000,000.00 100.000000 50,000,000.00 0.00
TORONTO DOMINION 02/20/2018 1.400 40,000,000.00 40,000,000.00 100.000000 40,000,000.00 0.00
TORONTO DOMINION 10/17/2017 1.200 20,000,000.00 20,000,000.00 100.000000 20,000,000.00 0.00
TORONTO DOMINION 11/27/2017 1.220 20,000,000.00 20,000,000.00 100.000000 20,000,000.00 0.00
TORONTO DOMINION 05/29/2018 1.450 50,000,000.00 50,000,000.00 100.000000 50,000,000.00 0.00
1.358 180,000,000.00 180,000,000.00 100.000000 180,000,000.00 0.00
1.245 6,255,154,246.42 6,249,458,901.54 99.734706 6,238,559,720.97 -10,899,180.57
1.245 6,255,154,246.42 6,249,458,901.54 99.734706 6,238,559,720.97Grand Total 1.246 1.194 1.226
.351 .356
Total Fund 1.246 1.194 1.226
4500: NCD-Mat A/360
89113XFW9
89113XFV1
1.358
03785EE91
30229AXA2
25214PBD4
25214PBP7
3130: CORP-Fxd-S 30/360
931142DF7
3020: COMMERCIAL PAPER
03785EBC7
89233GYD2
13063DAA6
041042ZS4
3733845L6
419792NE2
037833AJ9 1.396
1.306 .524 .529
1.290 .585 .589
.589
.589
1.264 .524 .529
931142DF7
037833AJ9 1.261
931142DF7
89233GYL4
19416EXA0
1.517
89233GXP6
68609BYC5
68609BXK8
63763PXG9
89233GXB7
47816FY88
64105HDR0
419792NF9
1.441 1.471
.950 1.073
1.584
1.501
1.5531.450
1.021 .498 .501
68609BXJ1 1.030 .584
68609BYB7
.087 .088
13063C4U1 .800 .088
1.088
.82013063CFC9
1.319 2.914 3.005
.087
.911 .991 1.003
1.101 1.964 2.003
.840 .661 .668
1.024 1.632 1.668
.751
2.629 2.753
1.556 1.584
1.110 1.700 1.751
1.370
.498
.930 .742
13063CP79 1.127
1.220
.501
1.340 .181 .184
.754
.581
1.248 .497
1.046
.501
.258
25214P7M9 1.215 .046 .047
63763QA23 1.309
.186
1.300
1.278 .184
.090
13063C4V9
63763PZ77
25214PA29
.254
.292 .296
.768
419792ND4
1.173 .030 .030
03785EBC7
59515MY25
1.341 .365 .370
1.205 .089
1.341 .365 .370
1.215 .119 .121
1.203 .062 .063
1.167 .043 .044
1.339 .408 .414
1.172 .068 .068
1.198 .409 .414
63763QBU0 1.309 .408 .414
1.290 .484 .490
1.202 .084 .085
1.112 .106 .107
1.230 .560 .567
1.329 .446 .452
1.413 .591 .600
1.153 .130 .132
1.299 .478 .485
1.288 .446 .452
1.362 .597 .605
1.111 .027 .027
93114EXG7 1.091 .043 .044
.685 .696
1.192 .138 .140
.027 .0271.030
.589
1.092 .165 .167
1.232 .234 .237
.524 .529
037833AJ9 1.280
041042ZT2
3733845J1
25214P6Z1
64105HCU4
89233GXX9
3733845K8
76222RUL4
59515NCS0
59515NCE1
03785ECE2
64105HBU5
03785EBU7
63763PXR5
74271TYH0
25215C3M1
037833AJ9
1.636 .584
.585
.585
1.255
.585
.589
1.380 .566 .571
037833AJ9
.157 .159
89113W3V6 1.350 .224 .227
89113XBZ6 1.400 .386 .392
1.450 .650 .660
89113XCA0 1.200 .046 .047
1.220
COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR 1082
1 Mutual Funds maturity may be interpreted as weighted average maturity not exceeding 60 days. 2 Or must have an investment advisor with not less than 5 years experience and with assets under management of $500,000,000.
THIS COMPLETES THE REPORT REQUIREMENTS OF CALIFORNIA GOVERNMENT
The Treasurer’s Pooled Investment Fund was in FULL
COMPLIANCE with the Treasurer’s Statement of Investment Policy.
The County’s Investment Policy is more restrictive than the California
Government Code. This policy is reviewed annually by the County’s
Investment Oversight Committee and approved by the County Board
of Supervisors.
Full Compliance
COUNTY OF RIVERSIDE TREASURER-TAX COLLECTOR 11
GOVERNMENT CODE COUNTY INVESTMENT POLICY
Investment Category
Maximum
Maturity
Authorized
% Limit
S&P/
Moody's
Maximum
Maturity Authorized % Limit S&P/ Moody's Actual %
MUNICIPAL BONDS
(MUNI)
5 YEARS NO LIMIT NA 4 YEARS 15% AA-/Aa3/AA- 7.50%
U.S. TREASURIES 5 YEARS NO LIMIT NA 5 YEARS 100% NA 7.67%
LOCAL AGENCY
OBLIGATIONS (LAO)
5 YEARS NO LIMIT NA 3 YEARS 2.5% INVESTMENT
GRADE
0.004%
FEDERAL AGENCIES 5 YEARS NO LIMIT AAA 5 YEARS 100% NA 48.98%
COMMERCIAL PAPER (CP) 270 DAYS 40% A1/P1 270 DAYS 40% A1/P1/F1 18.36%
CERTIFICATE & TIME
DEPOSITS (NCD & TCD)
5 YEARS 30% NA 1 YEAR 25% Combined A1/P1/F1 2.88%
REPURCHASE
AGREEMENTS (REPO)
1 YEARS NO LIMIT NA 45 DAYS 40% max, 25% in term
repo over 7 days
A1/P1/F1 0.00%
REVERSE REPOS 92 DAYS 20% NA 60 DAYS 10% NA 0.00%
MEDIUM TERM NOTES
(MTNO)
5 YEARS 30% A 3 YEARS 20% AA/Aa2/AA 1.58%
CALTRUST SHORT TERM
FUND
NA NA NA DAILY
LIQUIDITY
1.0% NA 0.86%
MONEY MARKET
MUTUAL FUNDS (MMF)
60 DAYS (1) 20% AAA/Aaa
(2)
DAILY
LIQUIDITY
20% AAA by 2 Of 3
RATINGS AGC.
4.16%
LOCAL AGENCY
INVESTMENT FUND (LAIF)
NA NA NA DAILY
LIQUIDITY
Max $50 million NA 0.00%
CASH/DEPOSIT ACCOUNT NA NA NA NA NA NA 8.00%
83
AGENDA ITEM 7D
Agenda Item 7D
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE: November 27, 2017
TO: Budget and Implementation Committee
FROM: Theresia Trevino, Chief Financial Officer
THROUGH: John Standiford, Deputy Executive Director
SUBJECT: Annual Investment Policy Review
STAFF RECOMMENDATION:
This item is for the Committee to:
1) Adopt Resolution No. 17-017, “Resolution of the Riverside County Transportation
Commission Regarding the Revised Investment Policy”;
2) Adopt the revised annual Investment Policy; and
3) Forward to the Commission for final action.
BACKGROUND INFORMATION:
Section XIV of the Investment Policy requires an annual investment policy review and specifically
states that the “Chief Financial Officer shall annually render to the Board a statement of
investment policy, which the Board must consider at a public meeting. Any changes to the policy
shall also be considered by the Board at a public meeting.”
Based on a review of the Investment Policy approved by the Commission in April 2016, and
consideration of changes to the California Government Code as of January 1, 2017, staff
determined that no changes were necessary. However, a few minor changes were made for
consistency purposes.
Staff consulted with the Commission’s bond portfolio and operating portfolio investment
managers and financial advisor, as well as the County Treasurer’s Office, in order to determine
an appropriate level of changes primarily affecting the Commission’s operating portfolio while
adhering to the investment objectives, in priority order, of safety, liquidity, and return on
investment.
Attachments:
1) Resolution No. 17-017
2) Investment Policy (draft)
84
ATTACHMENT 1
RESOLUTION NO. 17-017
RESOLUTION OF THE
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
REGARDING THE
REVISED INVESTMENT POLICY
WHEREAS, the Riverside County Transportation Commission (the “Commission”)
currently retains the authority to add, delete or otherwise modify the Commission’s
policies and procedures.
NOW, THEREFORE, the Riverside County Transportation Commission does hereby
resolve as follows:
Section 1. The Riverside County Transportation Commission hereby adopts the
Investment Policy, as revised on December 13, 2017, and attached as
Exhibit A.
APPROVED AND ADOPTED this 13th day of December, 2017.
_____________________________________
John F. Tavaglione, Chairman
Riverside County Transportation Commission
ATTEST:
_________________________________
Tara Byerly
Deputy Clerk of the Board
85
Revised April 13, 2016December 13, 2017
INVESTMENT POLICY
I. Introduction
The purpose of this document is to identify policies and procedures that enhance
opportunities for a prudent investment program and to organize and formalize
investment-related activities.
II.Scope
It is intended that this Policy cover all funds (except retirement funds) and
investment activities under the direction of the Commission. Investment activities
may be classified between operating and bond/debt portfolios.
III.Delegation of Authority
Pursuant to the Commission’s Administrative Code, the Board’s management
responsibility for the investment program is hereby delegated for a one-year period
to the Executive Director who shall monitor and review all investments for
consistency with this investment policy. Subject to review, the Board may renew
the delegation of authority pursuant to this section each year. The Executive
Director may delegate these duties to his designee (“Chief Financial Officer”). The
Commission may delegate its investment decision making and execution authority
to an investment advisor. The advisor shall follow this Policy and such other written
instructions as are provided.
IV.Prudence
All persons authorized to make investment decisions on behalf of the Commission
are subject to the prudent investor standard. Investments shall be made with care,
skill, prudence and diligence under circumstances then prevailing, including, but
not limited to, the general economic conditions and the anticipated needs of the
Commission that a prudent person acting in a like capacity and familiarity with
those matters would use in the conduct of funds of a like character and with like
aims, to safeguard the principal and maintain the liquidity needs of the
Commission.
Authorized individuals acting in accordance with this Policy and written procedures
and exercising due diligence shall be relieved of personal responsibility for an
individual security’s credit risk or market price changes, provided deviations from
expectations are reported in a timely fashion.
ATTACHMENT 2
86
Revised April 13, 2016December 13, 2017
V. Objective
The Commission’s primary investment objectives, in priority order, shall be:
1. Safety. Safety of principal is the foremost objective of the investment
program. Investments of the Commission shall be undertaken in a
manner that seeks to ensure preservation of capital in the portfolio.
2. Liquidity. The investment portfolio of the Commission will remain
sufficiently liquid to enable the Commission to meet its cash flow
requirements.
3. Return on Investment. The investment portfolio of the Commission
shall be designed with the objective of maximizing return on its
investments, but only after ensuring safety and liquidity.
The Commission may from time to time sell securities that it owns in order to better
reposition its portfolio assets in accordance with updated cash flow schedules,
yield opportunities existing between market sectors, or simply market timing.
VI. Investments
California Government Code Section 53601 governs the investments permitted for
purchase by the Commission. Within the investments permitted by Code, the
Commission seeks to further restrict eligible investments to the investments listed
in Section VI.1 below. Percentage limitations, where indicated, apply at the time
of purchase. Percentage holdings with any one non-U.S. Government issuer or
non-Federal Agency issuer are further restricted to a maximum of 10% (direct and
indirect commitments), except as otherwise noted. Rating requirements where
indicated, apply at the time of purchase. In the event a security held by the
Commission is subject to a rating change that brings it below the minimum
specified rating requirement, the Chief Financial Officer shall be authorized to act
immediately and to notify the Board of any actions taken in regards to the security.
The course of action to be followed will then be decided on a case-by-case basis,
considering such factors as the reason for the rate drop, prognosis for recovery or
further rate drops, and the market price of the security.
1. Eligible Investments
A. U.S. Government Issues. United States Treasury notes, bonds,
bills, or certificates of indebtedness, or those for which the faith and
credit of the United States are pledged for the payment of principal
and interest.
87
Revised April 13, 2016December 13, 2017
B. Federal Agency Securities. Federal agency or United States
government-sponsored enterprise obligations, participations, or
other instruments, including those issued by or fully guaranteed as
to principal and interest by federal agencies or United States
government-sponsored enterprises.
C. Municipal Bonds.
Registered treasury notes or bonds of any of the other 49 United
States, in addition to California, payable solely out of the revenues
from a revenue-producing property owned, controlled, or operated
by a state or by a department, board, agency or authority of any of
the other 49 United States, in addition to California. Such securities
must have a maximum maturity of five (5) years and ratings from at
least one Nationally Recognized Statistical Rating Organization
(NRSRO) as follows: at least “Aa3/AA-/or AA-“ which denotes “Aa3”
by Moody’s Investors Service (Moody’s), or “AA-" by Standard &
Poor’s (S&P), or “AA-" by Fitch Ratings (Fitch); or as otherwise
approved by the Commission.
Registered general obligation treasury notes or bonds of any of
the 50 United States. Such securities must have a maximum
maturity of five (5) years and ratings from at least one NRSRO as
follows: at least “Aa3/AA-/or AA-“ or as otherwise approved by the
Commission.
Taxable or tax-exempt bonds, notes, warrants, or other evidences of
indebtedness of any local agency within the State of California with
a maximum maturity of five (5) years and ratings from at least one
NRSRO as follows: at least “Aa3/AA-/or AA-“ (the minimum rating
shall apply to the local agency, irrespective of any credit
enhancement), including bonds, notes, warrants, or other evidences
of indebtedness payable solely out of the revenues from a revenue-
producing property owned, controlled, or operated by either the local
agency, a department, board, agency, or authority of the local
agency, or of any local agency within this state.
Investments in municipal bonds are further limited to 25% of surplus
funds.
D. Tri-Party Repurchase Agreements. Tri-party repurchase
agreements are to be used solely as short-term investments not to
exceed 30 days. The Commission may enter into tri-party
repurchase agreements with primary government securities dealers
rated “A” or better by two NRSROs. Counterparties should also have
(i) a short-term credit rating of at least P-1/A-1/ or F-1; (ii) minimum
assets and capital size of $25 billion in assets and $350 million in
88
Revised April 13, 2016December 13, 2017
capital; (iii) five years of acceptable audited financial results; and (iv)
a strong reputation among market participants.
The following collateral restrictions will be observed: Only U.S.
Treasury securities or Federal Agency securities, as described in V.1
A and B, will be acceptable collateral. All securities underlying tri-
party repurchase agreements must be delivered to the Commission's
custodian or fiscal agent bank versus payment or be handled under
a properly executed tri-party repurchase agreement. The total
market value of all collateral for each tri-party repurchase agreement
must equal or exceed 102 percent % of the total dollar value of the
money invested by the Commission for the term of the investment.
For any tri-party repurchase agreement with a term of more than one
day, the value of the underlying securities must be reviewed on an
on-going basis according to market conditions. Market value must
be calculated each time there is a substitution of collateral.
The Commission or its trustee shall have a perfected first security
interest under the Uniform Commercial Code in all securities subject
to tri-party repurchase agreement. The Commission shall have
properly executed a PSA agreement with each counterparty with
which it enters into tri-party repurchase agreements.
E. U.S. Corporate Debt. Medium-term notes, defined as all corporate
and depository institution securities with a maximum remaining
maturity of five (5) years or less, issued by corporations organized
and operating within the United States or depository institutions
licensed by the United States or any state and operating within the
United States. Eligible investment shall be rated “Aa3/AA-/or AA-” or
better by at least one NRSRO. Investments in U.S. Corporate Debt
are further limited to 25% of surplus funds.
F. Commercial Paper. Commercial paper rated in the highest
category by one or more nationally recognized statistical rating
organization (NRSRO). The entity that issues the commercial paper
shall meet all of the following conditions in either paragraph (1) or
paragraph (2):
(1) The entity meets the following criteria: (A) Is organized and
operating in the United States as a general corporation. (B) Has
total assets in excess of five hundred million dollars
($500,000,000). (C) Has debt other than commercial paper, if
any, that is rated “A” or higher by at least one NRSRO.
(2) The entity meets the following criteria: (A) Is organized within the
United States as a special purpose corporation, trust, or limited
liability company. (B) Has program-wide credit enhancements,
89
Revised April 13, 2016December 13, 2017
including, but not limited to, over collateralization, letters of credit,
or surety bond. (C) Has commercial paper that is rated at least
“P-1/A-1/or F-1”, or the equivalent, by at least one NRSRO.
Purchases of eligible commercial paper may not exceed 270 days
maturity nor represent more than 10 percent% of the outstanding
paper of an issuing corporation. Investments in commercial paper
are limited to a maximum of 25% of surplus funds.
G. Banker’s Acceptances. Banker's acceptances issued by domestic
or foreign banks, which are eligible for purchase by the Federal
Reserve System. Purchases of banker’s acceptances may not
exceed 180 days maturity. Eligible banker’s acceptances are
restricted to issuing financial institutions with short-term paper rated
in the highest category by one or more nationally recognized rating
service. Investments in banker’s acceptances are further limited to
40% of surplus funds with no more than 30% of surplus invested in
the banker’s acceptances of any one commercial bank.
H. Money Market Mutual Funds. Shares of beneficial interest issued
by diversified management companies that are money market funds
registered with the Securities and Exchange Commission under the
Investment Company Act of 1940 (15 U.S.C. Sec. 80a-1, et seq.)
and that invest solely in U.S. treasuries, obligations of the U.S.
Treasury, and repurchase agreements relating to such treasury
obligations.
The Commission may invest in shares of beneficial interest issued
by accompany shall have met either of the following criteria: (1)
Attained the highest ranking or the highest letter and numerical rating
provided by not less than two nationally recognized rating services.
(2) Retained an investment adviser registered or exempt from
registration with the Securities and Exchange Commission with not
less than five years’ experience managing money market mutual
funds with assets under management in excess of five hundred
million dollars ($500,000,000).
The purchase price of shares of beneficial interest purchased
pursuant to this subdivision shall not include any commission that the
companies may charge. Investments in Money Market Mutual Funds
are further limited to 20% of surplus funds.
I. Riverside County Pooled Investment Fund (“RCPIF”). The
Commission may invest in the Riverside County Pooled Investment
Fund. As on-going due diligence, the Chief Financial Officer shall
obtain the information listed below:
90
Revised April 13, 2016December 13, 2017
• A description of eligible investment securities and a written
statement of investment policy.
• A description of the interest calculation, the frequency of interest
distributions, and the treatment of gains and losses in the
portfolio.
• A description of how often the securities are priced, how the
securities are safeguarded, and the audit arrangements.
• A description of who may invest in the program, how often they
may invest, and what size deposits and withdrawals are allowed.
• A schedule for receiving statements and portfolio listings.
• A fee schedule, and when and how fees are assessed.
• The composition of the investment fund for each reporting period.
J. State of California Local Agency Investment Fund (“LAIF”). The
Commission may invest in LAIF. As on-going due diligence, the
Chief Financial Officer shall obtain the information listed below:
• A description of eligible investment securities and a written
statement of investment policy.
• A description of the interest calculation, the frequency of interest
distributions, and the treatment of gains and losses in the
portfolio.
• A description of how often the securities are priced, how the
securities are safeguarded, and the audit arrangements.
• A description of who may invest in the program, how often they
may invest, and what size deposits and withdrawals are allowed.
• A schedule for receiving statements and portfolio listings.
• A fee schedule, and when and how fees are assessed.
• The composition of the investment fund for each reporting period.
K. Certificates of Deposit.
Negotiable Certificates of Deposit (NCD’s): NCDs are money market
instruments issued by a bank. They specify that a sum of money has
been deposited, payable with interest to the bearer of the certificates
on a certain date. NCDs are issued by nationally or state chartered
bank or state or federal savings and loan association. All purchases
must be from institutions rated the highest letter and number rating
(e.g., P-1/A-1/or F-1) as provided for by at least one NRSRO, as
designated by the U.S. Securities and Exchange Commission. The
maturity of NCDs shall not exceed 180 days to maturity, and
purchases of NCDs shall not exceed 30% of the Commission’s
investment portfolio. NCDs shall be evaluated in terms of the credit
91
Revised April 13, 2016December 13, 2017
worthiness of the issuing institution, as these deposits are uninsured
and uncollateralized promissory notes.
FDIC-insured Certificates of Deposit: The principal amount of the
investment must be federally insured through the Federal Deposit
Insurance Corporation (FDIC). No more than the prevailing FDIC
insured coverage amount may be invested with any one deposit.
Certificates of Deposit placed through the Certificate of Deposit
Account Registry Service (CDARS) shall be considered fully insured,
assuming that the total amount invested with any participating bank
is limited to the prevailing FDIC insured coverage amount. Interest
on the principal must be paid to the Commission at least annually.
The placement of Certificates of Deposit with local banks that qualify
in accordance with Government Code section 53601(h) is
encouraged. The Commission, at its discretion, may invest a portion
of its surplus funds in certificates of deposit at a commercial bank,
savings bank, savings and loan association, or credit union using a
private sector entity to assist in the placement of such certificates,
provided that it complies with Government Code Section 53601.8.
Such investments may not exceed in total 20% of the Commission’s
funds invested pursuant to Government Code Sections 53601.8,
53635.8 and 53601, and shall have a maximum maturity of one (1)
year from the date of the deposit.
Collateralized Certificates of Deposit: For investments exceeding
$100,000, there will be a waiver of collateral for the first $100,000
deposited and protected by FDIC insurance. The remainder of the
deposit shall be fully collateralized by U.S. Treasury and Federal
Agency securities having maturities less than five years. The District
must receive written confirmation that these securities have been
pledged in repayment of the time deposit. The securities pledged as
collateral must have a current market value greater than the dollar
amount of the deposit in keeping with the ratio requirements
specified in Section 53652 of the Government Code. Additionally, a
statement of the collateral shall be provided to the Commission on a
monthly basis. Such investments may not exceed in total 15% of the
Commission’s funds invested pursuant to Government Code
Sections 53601.8, 53635.8 and 53601, and shall have a maximum
maturity of one (1) year from the date of the deposit.
L. Time Deposits. Federal Deposit Insurance Corporation insured
money market savings accounts or time deposits which
are deposited through depository institutions which are participants
of the Money Market Insured Deposit Account Service (“MMIDAS”).
92
Revised April 13, 2016December 13, 2017
M. Mortgage and Asset-backed Securities. Any mortgage pass-
through security, collateralized mortgage obligation, mortgage-
backed or other pay-through bond, equipment lease-backed
certificate, consumer receivable-backed bond of a maximum
maturity of five (5) years.
Securities eligible for investment under this subdivision shall be
issued by an issuer and rated at least “A3/A-/or A-“ for the issuer’s
debt as provided by at least one NRSRO and rated in the rating
category of “AAA” or its equivalent (excluding U.S.
Government/Agency-backed structured products which will be
permitted with their prevailing ratings even if those ratings are below
the rating category of “AAA”) by at least one NRSRO.
Purchase of these securities may not exceed 10% of the
Commission’s operating investment portfolio.
2. Eligible Investments for Bond Proceeds
Bond proceeds shall be invested in securities permitted by the applicable
bond documents. If the bond documents are silent as to permitted
investments, bond proceeds will be invested in securities permitted by this
Policy.
With respect to maximum maturities, the Policy authorizes investing bond
reserve fund proceeds beyond the five (5) years if prudent in the opinion of
the Chief Financial Officer.
3. Ineligible Investments
As provided in California Government Code Section 53601.6, the
Commission shall not invest any funds in inverse floaters, range notes,
mortgage derived interest-only strips or in any security that could result in
zero interest accrual if held to maturity.
The purchase of any security not listed in Section VI.1 above, but permitted
by the California Government Code, is prohibited unless the Board
approves the investment either specifically or as a part of an investment
program approved by the Board.
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VII. Maximum Maturities
Maturities of investments will be selected to provide necessary liquidity, minimize
interest rate risk, and maximize earnings. Current and expected yield curve
analysis will be monitored and the portfolio will be invested accordingly. Because
of inherent difficulties in accurately forecasting cash flow requirements, a portion
of the portfolio should be continuously invested in readily available funds.
Where this Policy does not specify a maximum remaining maturity at the time of
the investment, no investment shall be made in any security, other than a security
underlying a repurchase or reverse repurchase agreement authorized by this
section, that at the time of the investment has a term remaining to maturity in
excess of five (5) years.
VIII. Performance Standards
The Chief Financial Officer shall continually monitor and evaluate the portfolio’s
performance.
IX. Reporting
The Chief Financial Officer shall prepare and provide to the Board and the
Executive Director, within 30 60 days following the end of the quarter, a portfolio
report, which includes the following information:
• Type of investment
• Name of issuer
• Date of maturity
• Date of purchase
• Par value
• Original purchase cost
• Call date (if applicable)
• Current market value of securities
• Unrealized market value gain/loss
• Coupon rate, if applicable
• Yield to maturity
• Credit quality, as determined by one or more NRSROs, of each investment
• Average duration of portfolio
• Listing of all investment transactions during the quarter
• A statement that the portfolio complies with the investment policy, or the
manner in which the portfolio is not in compliance
• A statement denoting the ability of the Commission to meet its liquidity
requirements for the next six months, or provide an explanation as to why
sufficient money shall, or may not be, available.
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X. Investment Procedures
The Chief Financial Officer, as the Board’s designee, is responsible for ensuring
compliance with the Commission’s investment policies and establishing written
procedures and internal controls for the operation of the investment program. No
person may engage in investment transactions except as provided under the terms
of this Policy and the written procedures established by the Chief Financial Officer.
The written procedures should address: delegation of authority to subordinate staff
members, control of collusion, separation of transaction authority from accounting
and record keeping, written confirmations of transactions, reconciliation of custody
statements, and wire transfer procedures and agreements. An independent
analysis by an external auditor shall be conducted annually to review internal
control, account activity, and compliance with policies and procedures.
XI. Authorized Broker Dealers and Financial Institutions
The Chief Financial Officer shall maintain a list of authorized broker/dealers and
financial institutions which are approved for investment purposes. It shall be the
Commission’s policy to purchase securities only from those authorized institutions
and firms. Separate lists shall be maintained for broker/dealers and financial
institutions approved for repurchase agreements and those approved for the
purchase of other securities. If an investment advisor is used, they may use their
own list of approved broker/dealers and financial institutions for investment
purposes.
To be eligible, a firm must meet the following minimum criteria: (i) an institution
licensed by the state as a broker-dealer, or from a member of a federally regulated
securities exchange, from a national or state-chartered bank, from a federal or
state association or from a brokerage firm designated as a primary government
dealer by the Federal Reserve bank; and (ii) all broker/dealer firms and individuals
must be properly registered with the NASD and/or SEC to transact business in the
relevant geographic locations and product sectors. In addition, counterparties for
Repurchase Agreements shall be limited to primary government securities dealers
rated “A” or better by two NRSROs. Counterparties shall also have (i) a short-term
credit rating of at least P-1/A-1/or F-1; (ii) minimum assets and capital size of $25
billion in assets and $350 million in capital; (iii) five years of acceptable audited
financial results; and (iv) a strong reputation among market participants.
The Chief Financial Officer shall select broker/dealers and other financial
institutions on the basis of the firm’s expertise and credit worthiness. The
Commission shall annually send a copy of the current investment policy to all
dealers approved to do business with the Commission. Each broker/dealer or
financial institution that has been authorized by the Commission shall be required
to submit and annually update a Broker/Dealer Questionnaire which includes the
firm’s most recent financial statements. The Chief Financial Officer shall maintain
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a file for each firm approved for investment purposes, which includes the most
recent Broker/Dealer Questionnaire.
XII. Safekeeping and Custody
To protect the Commission’s assets, all securities owned by the Commission shall
be held in safekeeping in the Commission’s name by a third party bank trust
department, acting as agent for the Commission under the terms of a custody
agreement executed by the bank and the Commission. All securities will be
received and delivered using standard delivery versus payment (DVP) procedures;
the Commission's safekeeping agent will only release payment for a security after
the security has been properly delivered.
Physical delivery securities shall be avoided whenever possible, as book entry
securities are much easier to transfer and account for since actual delivery of a
document never takes place. In addition, delivered securities must be properly
safeguarded against loss or destruction. The potential for fraud and loss increases
with physically delivered securities.
XIII. Ethics and Conflicts of Interest
The Commission adopts the following policy concerning conflicts of interest:
1. Officers and employees involved in the investment process shall refrain
from personal business activity that could conflict with proper execution of
the investment program or which could impair their ability to make impartial
investment decisions.
2. Officers and employees involved in the investment process shall disclose
any material financial interest in any financial institution that conducts
business with the Commission, and they shall further disclose any large
personal financial/investment positions that could be related to the
performance of the Commission’s portfolio.
3. Officers shall refrain from undertaking personal investment transactions
with the same individual with whom business is conducted on behalf of the
Commission.
XIV. Investment Policy Review
The Chief Financial Officer shall annually render to the Board a statement of
investment policy, which the Board must consider at a public meeting. Any
changes to the policy shall also be considered by the Board at a public meeting.
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AGENDA ITEM 7E
Agenda Item 7E
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE: November 27, 2017
TO: Budget and Implementation Committee
FROM: Shirley Medina, Planning and Programming Director
THROUGH: John Standiford, Deputy Executive Director
SUBJECT:
Adopt Resolution No. 17-018 “A Resolution of the Riverside County
Transportation Commission Superseding Resolution No. 05-012 and Adopting
An Updated Policy Designating Officials Authorized To execute Agreements,
Ordinances, and Resolutions”
STAFF RECOMMENDATION:
This item is for the Committee to:
1) Adopt Resolution No. 17-018, “A Resolution of the Riverside County Transportation
Commission Superseding Resolution No. 05-012 and Adopting an Updated Policy
Designating Officials Authorized to Execute Agreements, Ordinances, and Resolutions”;
and
2) Forward to the Commission for final action.
BACKGROUND INFORMATION:
The California Department of Transportation (Caltrans) requested staff to provide an updated
resolution designating officials authorized to execute, on behalf of the Commission, agreements,
resolutions, ordinances, and any other related documents approved by the Commission.
Although the current Resolution No. 05-012, which was adopted in 2005, is still consistent with
the Commission’s designation of signature authority, this new resolution will satisfy Caltrans’
request to update or reaffirm the Commission’s designated officials including the Chair,
Vice-Chair, Executive Director, Deputy Executive Director, and Clerk of the Board to attest as to
the authenticity of signature. Adoption of the updated resolution will ensure the processing of
future agreements and reimbursement of funds. Therefore, staff recommends adopt Resolution
No. 17-018.
There is no fiscal impact to the Commission’s budget.
Attachment: Resolution No. 17-018
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RESOLUTION NO. 17-018
A RESOLUTION OF THE
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
SUPERSEDING RESOLUTION NO. 05-012 AND ADOPTING AN UPDATED
POLICY DESIGNATING OFFICIALS AUTHORIZED TO EXECUTE
AGREEMENTS, ORDINANCES, AND RESOLUTIONS
WHEREAS, the Riverside County Transportation Commission (Commission)
is authorized under state law, including Sections 130000 et seq. of the Public
Utilities Code, to enter into binding agreements with public and private parties for
a variety of purposes, and also to enact resolutions and ordinances; and
WHEREAS, the Commission is eligible to receive Federal and/or State
funding for certain Transportation Projects, through the California Department of
Transportation; and
WHEREAS, various agreements, including but not limited to Master
Agreements, Program Supplemental Agreements, Fund Exchange Agreements
and/or Fund Contribution/Transfer Agreements need to be executed with the
California Department of Transportation before such funds could be claimed; and
WHEREAS, the Commission wishes to delegate authorization to execute
agreements, and any amendments thereto, to designated officials on behalf of the
Commission.
NOW, THEREFORE, BE IT RESOLVED by the Riverside County
Transportation Commission, as follows:
Section 1. The chairperson of the Commission shall be authorized to
execute agreements, resolutions and ordinances on behalf of the Commission,
including but not limited to Master Agreements, Program Supplemental
Agreements, Fund Exchange Agreements and/or Fund Contribution/Transfer
Agreements with the California Department of Transportation, which have been
approved by the Commission. When the Chairperson is not available, the Vice-
Chairperson shall be so empowered.
Section 2. The Executive Director shall be authorized to execute
agreements on behalf of the Commission, including but not limited to Master
Agreements, Program Supplemental Agreements, Fund Exchange Agreements
and/or Fund Contribution/Transfer Agreements with the California Department of
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Transportation, which have been approved by the Commission. When the
Executive Director is not available, the Deputy Executive Director shall be so
empowered.
Section 3. Where it is necessary for the signature of the Chair, Vice-
Chairperson, Executive Director, or Deputy Executive Director to be attested, the
Clerk of the Commission or her designee shall be authorized to attest as to the
authenticity of such signature.
Section 4. This Resolution supersedes Resolution No. 05-012 of the
Commission.
APPROVED AND ADOPTED this 13th day of December, 2017.
__________________________________________
John F. Tavaglione, Chairman
Riverside County Transportation Commission
ATTEST:
_____________________________________
Tara Byerly, Deputy Clerk of the Board
Riverside County Transportation Commission
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AGENDA ITEM 8
Agenda Item 8
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE: November 27, 2017
TO: Budget and Implementation Committee
FROM: Matthew Wallace, Procurement Manager
THROUGH: Theresia Trevino, Chief Financial Officer
SUBJECT: Revisions to the Procurement Policy Manual
STAFF RECOMMENDATION:
This item is for the Committee to:
1) Approve the revised Riverside County Transportation Commission Procurement Policy
Manual (PPM) for the procurement and contracting activities undertaken by the
Commission, pursuant to legal counsel review as to conformance to state and federal law;
2) Adopt Resolution No. 17-016, “Resolution of the Riverside County Transportation
Commission Regarding the Revised Procurement Policy Manual”; and
3) Forward to the Commission for final action.
BACKGROUND INFORMATION:
The Commission’s initial PPM was adopted in April 2007, in response to the Federal Transit
Administration’s (FTA) 2006 Triennial Review. Since then, the Commission adopted a
comprehensive PPM in July 2012 and approved several revisions to the PPM through September
2015 to update and comply with FTA, Federal Highway Administration, Caltrans, other state and
federal, and Commission regulations.
Staff updated the PPM as a result of the following:
• Caltrans’ Incurred Cost Audit completed October 2017;
• Additional changes to the Office of Management and Budget’s issuance of the Uniform
Administrative Requirements, Cost Principles, and Audit Requirements for Federal
Awards; and
• Other best practices.
The significant changes in the PPM consisted of:
• Chapter 1 Procurement Process revisions related to contract administration, task order
award procedures, and deletion of national government purchasing cooperatives and
agencies;
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Agenda Item 8
• Chapter 2 Procurement Generally revisions related to micro-purchase and small
purchase authority, Executive Director’s single signature authority, and procurement
officer and Commission staff duties;
• Chapter 4 Alternate Delivery Contracts revisions to reflect additional capital project
delivery methods available to the Commission per state legislation;
• Chapter 5 Competitively Negotiated Procurements revision related to rejection of
proposals; and
• Chapter 8 References to Applicable Laws/Regulations updates.
Staff recommends approval of these revisions and to adopt Resolution No. 17-016 related to the
revised PPM.
Attachments:
1) Riverside County Transportation Commission Procurement Policy Manual
(Revision No. 3)
2) Resolution No. 17-016
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Riverside County Transportation Commission
Procurement Policy Manual
(December 13, 2017)
ATTACHMENT 1
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CHAPTER 1 – PROCUREMENT PROCESS ........................................................................... 1
1.0 PURPOSE AND SCOPE ................................................................................................. 1
2.0 PROCUREMENT POLICY STATEMENT.................................................................... 1
3.0 PROCUREMENT STANDARDS ................................................................................... 1
4.0 TYPES OF CONTRACTS ............................................................................................... 6
5.0 OPTIONS ....................................................................................................................... 10
6.0 COOPERATIVE AGREEMENTS ................................................................................ 12
7.0 RECURRING CONTRACTS ........................................................................................ 14
CHAPTER 2 – PROCUREMENT GENERALLY .................................................................. 15
1.0 IMPLEMENTATION BY EXECUTIVE DIRECTOR; COMMISSION CONTROLS
AND LIMITATIONS .................................................................................................... 15
2.0 PROCUREMENT OFFICER—DESIGNATION AND DELEGATION ...................... 17
3.0 PROCUREMENT OFFICER—DUTIES ...................................................................... 17
4.0 IMPLEMENTATION OF PROCUREMENT PROCEDURES AND GUIDELINES .. 18
5.0 AUTHORIZED METHODS OF PROCUREMENT; SELECTION ............................. 18
6.0 INDEPENDENT COST ESTIMATE ............................................................................ 19
7.0 COST/PRICE ANALYSIS ............................................................................................ 20
8.0 VENDOR CONTACTS PRIOR TO ISSUANCE OF A SOLICITATION .................... 20
9.0 ADVERTISING/PUBLICIZING PROCUREMENTS .................................................. 21
10.0 NON-DISCRIMINATION IN PROCUREMENT ......................................................... 21
11.0 ORGANIZATIONAL CONFLICTS OF INTEREST .................................................... 21
12.0 DUTIES OF COMMISSION STAFF REGARDING PROCUREMENTS ................... 22
13.0 INSURANCE ................................................................................................................. 24
14.0 SUBCONTRACTING ................................................................................................... 25
15.0. DETERMINATION OF FAIR AND REASONABLE PRICE ...................................... 25
16.0 CONTRACT APPROVAL, AWARD, AND EXECUTION ......................................... 26
17.0 PROTEST PROCEDURES ........................................................................................... 27
18.0 PUBLIC RECORDS REQUESTS ................................................................................. 28
CHAPTER 3 – COMPETITIVE SEALED BIDS (“LOW BID”) .......................................... 30
CHAPTER 4 – ALTERNATE DELIVERYDESIGN-BUILD CONTRACTS..........................
1.0 PURPOSE ...................................................................................................................... 33
2.0 PROCEDURES FOR DESIGN-BUILD CONTRACTS ............................................... 34
CHAPTER 5 – COMPETITIVELY NEGOTIATED PROCUREMENTS .......................... 35
1.0 NEGOTIATED PROCUREMENTS—GENERAL....................................................... 35
2.0 SOURCE SELECTION TECHNIQUES ....................................................................... 35
3.0 PROPOSAL EVALUATION ........................................................................................ 36
4.0 REJECTION OF PROPOSALS ..................................................................................... 37
5.0 NEGOTIATION; SELECTION..................................................................................... 37
6.0 SPECIAL PROVISIONS APPLICABLE TO ARCHITECT-ENGINEER AND
RELATED SERVICES .................................................................................................. 37
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CHAPTER 6 – SIMPLIFIED PURCHASE PROCEDURES ................................................. 39
1.0 GENERAL ..................................................................................................................... 39
2.0 REQUIREMENTS FOR MICROPURCHASES ........................................................... 39
3.0 USE OF SMALL PURCHASE PROCEDURES ........................................................... 39
4.0 PROHIBITED USE OF SMALL PURCHASE PROCEDURES ................................... 40
CHAPTER 7 – NON-COMPETITIVE AND EMERGENCY PROCUREMENTS AND
REMEDIAL MEASURES ......................................................................................................... 41
1.0 NON-COMPETITIVE PROCUREMENTS .................................................................. 41
2.0 EMERGENCY PROCUREMENTS; REMEDIAL MEASURES ................................. 42
3.0 WRITTEN JUSTIFICATION FOR EMERGENCY AND OTHER NON-
COMPETITIVE PROCUREMENTS ............................................................................ 43
CHAPTER 8 – REFERENCES TO APPLICABLE LAWS /REGULATIONS ................... 45
1.0 GENERAL ..................................................................................................................... 45
2.0 REFERENCES .............................................................................................................. 45
3.0 FTA/FHWA-FUNDED PROCUREMENT BY NON-COMPETITIVE (SOLE
SOURCE) PROPOSALS ............................................................................................... 48
4.0 DISADVANTAGED BUSINESS ENTERPRISE AND OTHER REQUIREMENTS .. 49
5.0 GEOGRAPHICAL PREFERENCES ............................................................................ 50
6.0 REVENUE CONTRACTS ............................................................................................ 50
7.0 STATUTORY AND REGULATORY REQUIREMENTS ........................................... 50
CHAPTER 9 – DISPOSAL OF SURPLUS PROPERTY ....................................................... 53
1.0 DEFINITIONS ............................................................................................................... 53
2.0 DISPOSAL OF SURPLUS REAL PROPERTY ............................................................ 53
3.0 DISPOSAL OF PERSONAL PROPERTY .................................................................... 53
CHAPTER 10 – OTHER PROCUREMENT MATTERS ...................................................... 54
1.0 DISPUTES, CLAIMS, AND CHANGES—DEFINITIONS ......................................... 54
2.0 DISPUTES, CLAIMS, AND CHANGES—GENERAL ............................................... 54
3.0 TERMINATION ............................................................................................................ 54
4.0 BONDS, OTHER SECURITIES AND INSURANCE .................................................. 56
5.0 CONTRACT CLOSEOUT ............................................................................................ 57
CHAPTER 11 – PAYMENT ...................................................................................................... 58
1.0 COMMISSION PAYMENT PROCESS ........................................................................ 58
2.0 PROGRESS PAYMENTS ............................................................................................. 58
3.0 PROMPT PAYMENT TO SUBCONTRACTORS—FEDERALLY FUNDED
AGREEMENTS ............................................................................................................. 59
4.0 PAYMENT OF RETENTION ON PUBLIC WORKS CONTRACTS ........................ 59
5.0 REQUEST FOR PAYMENT CERTIFICATION ......................................................... 59
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CHAPTER 1 – PROCUREMENT PROCESS
1.0 PURPOSE AND SCOPE
A. The Riverside County Transportation Commission (hereinafter “RCTC” or
“Commission”) procures goods and services using public funds. It has a
responsibility to uphold the public trust and maximize the value of public funds
by using them as efficiently and cost-effectively as possible.
B. This Procurement Policy Manual (Manual) sets forth a general procurement
policy and set of standards that will govern the conduct of Commission
procurement activities and of Commission personnel engaged in those activities.
The policies contained herein are advisory, not mandatory, and any deviation
therefrom shall not render any contract of the Commission void or voidable. This
manual is for Commission internal purposes only and shall not create any rights in
any third parties.
C. This Manual is intended to supersede, in its entirety, the Commission’s
Procurement Policies Manual which was adopted on September 9, 2015.April 11,
2007, and Resolution No. 98-013, adopted December 9, 1998, entitled Resolution
of the Riverside County Transportation Commission Authorizing the Executive
Director to Sign Certain Commission Contracts.
2.0 PROCUREMENT POLICY STATEMENT
A. The Commission procurement policies establish the guidelines and policies for
procuring the goods and services necessary for the Commission to carry out its
responsibilities and duties. The policies are intended to maintain the integrity of
the Commission’s procurement process, while ensuring that purchases are made
in a cost effective, timely manner; with fair and open competition; and in
accordance with all applicable laws and regulations.
B. The objectives of the Commission’s Procurement Policy Manual are to:
1. Maximize the value received for the Commission’s expenditure of public
funds;
2. Protect assets and/or services purchased with public funds and ensure their
application in the Commission’s interests;
3. Provide all vendors an equal opportunity to provide needed goods and/or
services; and
4. Protect the integrity and reputation of the Commission, its officers, and its
employees.
5. Ensure compliance with state and federal funding requirements, as
applicable.
3.0 PROCUREMENT STANDARDS
A. General
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1. Contract Administration System. The Commission will maintain a
contract administration system that helps ensure that contractors perform
in accordance with the terms, conditions, and specifications of their
respective contracts.
a. Contract administration activities may include the following:
i. Receive, evaluate, and act on value engineering and other
change proposals.
ii. Negotiate cost and schedule impact related to change orders
and other contract modifications.
iii. Process disputes under the contract’s disputes clause.
iv. Review and approve payments under any progress payments
clause.
v. Ensure that invoiced personnel charges are for positions and
classifications included in the contract. If new positions or
classifications are required, they must be included pursuant to a
written contract amendment dated prior to the date costs are
incurred.
vi. Ensure that hourly rates and other costs are billed at the
contracted rates. The contracted rates may not be changed,
except in accordance with the terms of the contract, or as
legally allowed based on specific findings approved by the
Commission members.
v.vii. Monitor progress and ensure timely notification of anticipated
overrun.
vi.viii. Monitor financial status and advise if contract performance is
jeopardized.
vii.ix. Issue task orders and ensure that the basis for payment set forth
in any task order is consistent with the terms of the contract
and the hourly rates included in the contract, as applicable.
viii.x. Perform property administration.
ix.xi. Ensure contractor compliance with quality assurance
requirements.
x.xii. Evaluate, for adequacy, the contractor’s engineering efforts and
management systems that relate to design, development,
production and testing.
xi.xiii. Evaluate and make recommendations on contractor requests for
waivers and deviations.
xii.xiv. Monitor contractor’s small and disadvantaged business
subcontracting.
xiii.xv. Ensure timely submission of required reports.
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xiv.xvi. Administer special clauses such as drug and alcohol testing.
xv.xvii. Receive, inspect, and accept or reject partial deliveries and
final deliveries of all contract deliverables.
xvi.xviii. Assist in contract close out.
b. The administration of construction contracts may be further
supplemented by the Caltrans Construction Manual or other manual
developed for a specific project, as required.
2. Avoid Duplicative Purchases. Commission staff should regularly review
proposed and planned procurements to avoid purchase of unnecessary or
duplicative items.
3. Lease vs. Purchase Analysis. Where appropriate, an analysis should be
made of lease versus purchase alternatives and any other appropriate
analysis to determine the most economical procurement approach.
4. Value Engineering. When appropriate and in the Commission’s best
interests, the Commission will encourage the use of value engineering by
including applicable clauses in contracts for appropriate equipment
purchases and construction projects.
5. Award to Responsive and Responsible Contractors. The Commission will
make awards only to responsive and responsible contractors, as
determined by the Commission, possessing the ability to perform
successfully under the terms and conditions of a proposed contract.
Consideration will be given to such matters as contractor integrity,
compliance with public policy as implemented by applicable laws and
regulations, record of past performance, and financial and technical
resources.
a. In connection with the responsibility determination for federally
funded procurements, a check of debarment and suspension must be
performed and documented in the procurement records.
6. Commission Rejection of Bids, Quotes, and/or Proposals. The
Commission, to the extent permitted by applicable laws, may reject any
and all bids, quotes and/or proposals and re-advertise at its sole discretion.
The Commission should ensure that such rights are clearly stated in all
Commission bid documents.
7. Procurement Records. Records sufficient to document the significant
history of each procurement activity should be maintained and retained by
the Commission in accordance with the Commission’s records retention
policy. At a minimum, these records should include:
a. The rationale for the method of procurement;
b. Selection of contract type;
c. Reasons for contractor selection or rejection; and
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d. The basis for the contract price.
8. Specifications. The Commission will have clear and accurate contract
specifications or statements of work that identify all requirements that
offerors must fulfill. Additionally, written selection procedures for formal
procurements shall be prepared to help ensure fair, unbiased evaluation of
competing proposals.
a. For federally Federal Transit Administration (FTA)-funded
procurements, the Commission is prohibited from unduly restricting
competition or placing unreasonable requirements on firms in order for
them to qualify to do business (e.g., unnecessary experience and
excessive bonding requirements).
9. Brand Name or Equal. The use of “brand name or equal” purchase
descriptions may be permitted:
a. Only when an adequate specification cannot be provided without
performing an inspection and analysis in time for the acquisition under
consideration; and
b. When minimum needs are carefully identified and those salient
physical and functional characteristics of the brand name product are
clearly set forth in the solicitation.
c. For non-federally funded procurements, as otherwise permitted by
state law.
This section is not intended to impose limitations on the Commission’s
ability to require a brand name when the procurement is not federally
funded and is not a “public work” subject to the requirements contained in
the California Public Utilities Code (PUC).
10. Audit Provisions. Every Commission contract wherein contractor or other
entity is receiving Commission funds in excess of $10,000 should include
a provision allowing examination and audit of records related to the
contract by the Commission’s auditor for a period of three years after final
payment under the terms of the contract.
11. Violations or Breach of Contract. All contracts exceeding $100,000
should include administrative, contractual, or legal remedies for violations
or breach of the contract by the contractor.
12. Termination Clause. All contracts in excess of $25,000, and public works
contracts in excess of $2,000, should provide for the termination of the
contract for the Commission’s convenience, and all contracts should
provide for the termination of the contract for default in cases of
contractor breach or non-performance. Federally funded contracts in
excess of $10,000 must provide for both termination for convenience and
cause.
13. Issues not Included in the Procurement Policy Manual. If a policy,
procedure or particular strategy or practice is in the best interest of the
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Commission and is not specifically addressed, nor prohibited by statute or
case law, users of this Manual should not assume it is prohibited. Rather,
the absence of direction should be interpreted as permitting the Executive
Director to innovate and use sound business judgment that is otherwise
consistent with law and within the limits of his or her authority.
B. Written Standards of Conduct
1. Conflicts of Interest. All Commission members, officers, employees and
other agents must conduct the procurement process so as to avoid conflicts
of interest, real or apparent. To maintain full and open competition, no
Commission member, officer, employee or other agent, or his or her
immediate family member, partner, or organization that employs or is
about to employ any of the foregoing individuals may participate in the
selection, award, or administration of any Commission contract if a
conflict of interest, prohibited by law, would be involved. For
federallyFTA-funded contracts, the foregoing shall also apply when any of
those individuals previously listed has a financial or other interest in the
firm selected for award. In addition to the foregoing, all procurements
must be conducted in accordance with the most current version of the
“Conflict of Interest Code for the Riverside County Transportation
Commission” adopted pursuant to the Political Reform Act of 1974 (as
amended).
2. Lobbying and Gifts. Commission officers, employees, agents and
Commission members must comply with applicable state and federal law
regarding acceptance of gifts, gratuities, or favors from contractors,
potential contractors, or parties to subcontractor agreements. For
federallyFTA-funded procurements, Commission officers, employees,
agents , or Commission members may neither solicit nor accept gifts,
gratuities, favors, or anything of monetary value from contractors,
potential contractors, or parties to subcontracts; provided that exceptions
may apply if, as determined by the Executive Director, the financial
interest is not substantial or the gift is an unsolicited item of nominal
intrinsic value. For federallyFTA-funded procurements, nominal value
shall mean under fifty dollars ($50).
3. Violations.
a. The violation of these Standards of Conduct by Commission employees
will subject the violator to any disciplinary proceedings or action
deemed appropriate by the Executive Director. Employees may correct
a violation in any manner provided for under the Political Reform Act,
and its implementing regulations.
b. The violation of any of these Standards of Conduct by Commission
members or officers will require correction of the violation in any
manner provided for under the Political Reform Act, and its
implementing regulations.
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c. Contractors or subcontractors that violate these Standards of Conduct as
relates to an active federallyFTA-funded procurement may be
prohibited from bidding on the procurement, or may be subject to other
action as deemed appropriate by the Executive Director.
d. Agents of the Commission that violate these Standards of Conduct as
relates to federallyFTA-funded procurements may be prohibited from
participation on behalf of the Commission on federally funded projects,
or subject to other action as deemed appropriate by the Executive
Director.
4. Prohibited Communications. To avoid any appearance of impropriety,
instructions to bidders in solicitation documents should prohibit contacts
of any kind from proposers/bidders with any Commission member or any
Commission staff, other than the Procurement Officer, during an open
procurement. Violation of this condition may result in immediate
disqualification of a bid or proposal. This provision is not meant to
prohibit communications between Commission staff and existing
consultants/contractors related to existing business which the
consultant/contractor is under contract to perform on behalf of the
Commission.
4.0 TYPES OF CONTRACTS
A. General Provisions
1. The Procurement Officer should use the types of contracts described in
this Chapter for most types of procurement, except as otherwise provided
for certain small purchases described hereunder in Chapter 6. Innovative
contracting arrangements are not prohibited, but require the advance
approval of the Executive Director or the Commission, as specified herein.
2. The “cost-plus-percentage-of-cost” method of contracting shall not be
used for state or federally funded contracts.
3. The Procurement Officer, in consultation with the project manager, should
select the type of contract that is most appropriate to the circumstances of
each procurement, in accordance with the provisions of this Chapter.
4. In procurements by other than competitive sealed bidding, the
Procurement Officer may negotiate a contract type and price (or estimated
cost and fee) that will result in reasonable contractor risk and provide the
contractor with the greatest incentive for efficient and economical
performance.
B. Selecting Contract Types
1. The type of contract to be used should be determined prior to the
solicitation, and the solicitation should inform bidders of the type of
contract that will be used.
2. When procurement is by competitive sealed bidding, the Procurement
Officer must use a firm fixed-price contract.
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3. Except when procurement is by competitive sealed bidding as required by
law, the Procurement Officer should select the most effective contract type
and should consider contract type together with the issues of price, risk,
uncertainty, and responsibility for costs. The type of contract used should
reflect the cost risk and responsibility assumed by the contractor or
supplier.
4. The Procurement Officer should avoid the continued use of a cost
reimbursement or time-and-materials contract after experience provides a
basis for firmer pricing.
5. The Procurement Officer should include documentation in each contract
file to show why the particular contract type was selected, except for
purchase orders under the small purchase threshold.
C. Fixed-Price Contracts
1. Fixed-price contracts may provide for a firm price or, in appropriate cases,
an adjustable price.
2. Fixed-price contracts providing for an adjustable price may include a
ceiling price, a target price (including target cost), or both. Unless
otherwise specified in the contract, the ceiling price or target price will be
subject to adjustment only by operation of contract clauses providing for
equitable adjustment or other revision of the contract price under stated
circumstances.
3. A firm-fixed-price contract should provide for a price that is not subject to
any adjustment on the basis of the contractor's cost experience in
performing the contract.
4. A firm-fixed-price contract should be used for acquiring commercial
products or commercial-type products, or for acquiring other supplies or
services, on the basis of reasonably definite functional or detailed
specifications if the Procurement Officer can establish fair and reasonable
prices at the outset, including the following circumstances:
a. When there is adequate price competition;
b. When there are reasonable price comparisons with prior purchases of
the same or similar supplies or services made on a competitive basis;
c. When available cost or pricing information permits realistic estimates
of the probable costs of performance;
d. When performance uncertainties can be identified and reasonable
estimates of their cost impact can be made, and the contractor is
willing to accept a firm-fixed-price contract; or
e. When required by law unless a sole source exception applies.
D. Cost Reimbursement/Cost-Plus-Fixed-Fee Contracts
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1. Cost reimbursement contracts provide for payment of the contractor’s
reasonable, allocable and allowable incurred costs plus a negotiated fixed
fee, to the extent prescribed in the underlying contract and Federal
Acquisition Regulation (FAR) Part 31.
2. A cost reimbursement contract establishes an estimate of total cost for the
purpose of obligating funds and establishing a ceiling on expenditures that
the contractor may not exceed without the approval of the Commission.
3. Cost reimbursement contracts are suitable for use when the uncertainties
of performance do not permit costs to be estimated with sufficient
accuracy to use a fixed-price contract.
4. The Commission must determine the adequacy of the contractor's
accounting system for cost-type contracts before awarding such a contract.
E. Time-And-Materials Contracts
1. A time-and-materials contract should be used only after the Procurement
Officer determines:
a. In writing, that no other type of contract is suitable; and
b. A ceiling price to be included in the contract that the contractor shall
not exceed except at its own risk.
2. A time-and-materials contract should be used only when it is not possible
at the time of executing the contract to estimate accurately the extent or
duration of the work or to anticipate costs with any reasonable degree of
certainty or confidence.
3. A time-and-materials contract should include direct labor hours at
specified fixed hourly rates that include wages, overhead, general and
administrative expenses, profit, and materials required at cost.
4. The user department/project manager should ensure that there is adequate
surveillance of contractor performance when a time-and-materials type
contract is used.
F. Labor-Hour Contracts
1. When materials are not required, the Procurement Officer may use a labor-
hour contract, a variation of the time-and-materials contract.
2. The use of a labor-hour contract should be in accordance with the above-
referenced provisions related to time-and-materials contracts.
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G. Letter Contracts (Letter Of Intent Contracts)
1. A letter contract is an interim type of contractual agreement that gives the
contractor a limited notice of award for the delivery of the required
goods/supplies or the performance of services.
2. The Procurement Officer may use a letter contract when the Commission's
interests demand that the contractor be given a binding commitment so
that work can start immediately and executing a definitive contract is not
possible in sufficient time to meet the requirement. Each letter contract
should be as complete and definitive as possible under the circumstances
and should include clauses approved and required by the Procurement
Officer.
3. The estimated cost of the definitive contract should determine the type and
level of review and approval required for approval of a letter contract.
4. A letter contract may not be entered into without competition except as
provided for under Non-Competitive and/or Emergency Procurements
provisions of this Manual.
5. A letter contract may not be amended to satisfy a new requirement unless
the new requirement is inseparable from the existing contract. Any
amendment should be subject to the same requirements as a new letter
contract.
6. The total value of the letter contract should be the estimated sum
necessary to cover the contractor's requirement for funds before execution
of the definitive contract. However, the total value of a letter contract
should not, under any circumstances, exceed fifty percent (50%) of the
overall price ceiling for the term of the final negotiated (i.e., definitive)
contract.
7. A letter contract should contain a negotiated schedule for execution of the
definitive contract, including dates for submission of the contractor's price
proposal, cost or pricing data (if required), a date for start of negotiations,
and a target for execution of the definitive contract.
8. The letter contract should provide that if the Procurement Officer and the
contractor cannot negotiate a definitive contract because of failure to reach
agreement regarding price or fee: 1) the Procurement Officer may
terminate the letter contract; or 2) if a “contract definitization” clause is
included in the letter contract, the Commission may unilaterally require
the contractor to continue the work and the Procurement Officer may, with
the approval of the Executive Director, determine a reasonable price or
fee.
H. Multiple Year Contracts
Multiple year contracts may be used with competitive sealed bids, competitive
proposals, or by non-competitive procurement. The contract term, and any
extensions thereof, shall be established based on sound business judgment of the
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Commission. Multiple year contracting is a method by which the Commission
awards a contract for a base period of one or more years, with option provisions
for future years' requirements. The option provision in the contract should
provide for unilateral exercise at the discretion of the user department/project
manager, as additional requirements and funding become available. See below
under Section 5.0 of this Chapter for further information regarding Options.
For federallyFTA-funded procurements, the procurement file shall document the
rationale for determining the term. Considerations should include the time
necessary to accomplish the purpose of the contract, competition, pricing, and
fairness.
I. Indefinite Delivery/Indefinite Quantity (ID/IQ) Contracts
1. The Procurement Officer may use an ID/IQ type of contract when the
Commission anticipates a recurring requirement, but cannot predetermine
the precise quantities of supplies or services at the time of contract award.
2. ID/IQ contracts should specify maximum or minimum estimated
quantities that the Commission may require during the term of the
agreement. An ID/IQ contract should make no promise of exclusivity and
may in fact be one of several (multiple) contracts awarded for the same
item or service.
3. There are several types of ID/IQ contracts, including:
a. Definite-quantity contracts
b. Requirements contracts
c. Indefinite quantity (IQ) contracts (commodities)
d. Task order contracts (services)
4. If possible under the circumstances, the Procurement Officer should
ensure that original solicitation and resultant ID/IQ contract contain both a
minimum and a maximum quantities, which represent the reasonably
foreseeable needs of the parties to the solicitation, and a clause stating that
the estimate is not a representation to a bidder, offeror, or consultant that
the estimated quantity or dollar amount above the estimated minimum will
actually be required or ordered by the Commission.
4.5. For task orders contracts, the procurement documents and executed
contracts must specify the procedures to be used in awarding task orders.
Such procedures must comply with state and federal regulations, as
applicable.
5.0 OPTIONS
A. General
1. When it is in the best interest of the Commission, a contract option may be
included providing the Commission the unilateral right to extend the term
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of the contract and/or to purchase additional supplies or services called for
by the contract.
2. Any written findings required for a contract option shall specify both the
base requirement(s) and the increase permitted by subsequent options.
Contract provisions setting forth the cost of the option may include, but
are not limited to, the following:
a. A specific dollar amount;
b. An amount to be determined by applying provisions (or a formula)
provided in the basic contract, but not including renegotiation of the
price for work in a fixed-price type contract;
c. In a cost-type contract, a stated fixed or maximum fee, or a fixed or
maximum fee amount determinable by applying a formula contained
in the basic contract;
d. A specific price that is subject to an economic price adjustment
provision; or
e. A specific price that is subject to change as a result of changes to the
prevailing labor rates provided by the U.S. Department of Labor
(DOL) or the California Department of Industrial Relations (DIR)
prevailing rates, whichever is applicable.
B. Solicitation of Contracts with Options
1. If a contract provides for an option, the solicitation should include
appropriate option clauses.
2. Each contract should state the period within which an option may be
exercised.
3. In order to meet the requirements of this Manual for full and open
competition, the option should be evaluated as part of the initial
competition and be exercisable at an amount specified from the terms of
the basic contract. When options have not been evaluated as part of the
award, the exercise of such options will be considered a non-competitive
procurement and must comply with the non-competitive procurement
policies in described in this Manual.
C. Exercise of Options
1. The user department/project manager, in cooperation with the
Procurement Officer, should initiate the exercise of an option only after
determining the following:
a. That sufficient budget authority is available;
b. That the requirement covered by the option fulfills an existing
Commission need; and
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c. That the exercise of the option will be the most advantageous method
of fulfilling the Commission's needs, when price and other factors are
considered.
2. The Procurement Officer, after considering price and other factors, should
make the determination whether to recommend exercising the option on
the basis of one of the following:
a. A new solicitation fails to produce a better price or a more
advantageous offer than that offered by the option; provided, that if it
is anticipated that the best price available is the option price (or that
the option provides the more advantageous offer), the Procurement
Officer should not use this method to test the market;
b. An informal analysis of prices or an examination of the market
indicates that the option price is better than prices available in the
market or that the option is the most advantageous offer; or
c. The short time between the award of the contract containing the option
and the exercise of the option indicates that the option price is the
lowest price obtainable or the most advantageous.
3. The contract modification or other written document, which notifies the
contractor of the exercise of the option, shall cite the option provision as
authority for the action and should be issued within the time period
specified in the contract.
6.0 COOPERATIVE AGREEMENTS
A. Policy on Intergovernmental or Inter-entity Agreements
To promote economy and efficiency, the Commission may enter into state and
local intergovernmental agreements or inter-entity agreements, where such
agreements are in the best interest of the Commission and are appropriate for
procurement or use of common or shared goods and services. The use of
purchasing schedules may be prohibited for federally funded procurements. Out-
of-state purchasing agreements are prohibited for FTA-funded procurements.
B. Memorandum of Understanding
A memorandum of understanding (MOU) is a contract document describing a
bilateral or multilateral agreement outlining the terms and details of an
arrangement between the parties to the MOU, including each party’s requirements
and responsibilities. An MOU is used when substantial involvement is expected
between the Commission and another agency or entity when carrying out the
activity contemplated in the MOU, and there exists some public or mutually
beneficial purpose in carrying out this activity.
C. Piggybacking
1. Piggybacking is the post-award use of an acceptable contract/solicitation
process that allows an entity not contemplated in the original procurement
to purchase the same supplies or equipment under the original
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contract/solicitation process.
2. Piggybacking is permissible when:
a. The underlying solicitation document and the resultant contract
contain an assignability clause that provides for the assignment of all
or part of the specified deliverables as originally advertised, competed,
evaluated, and awarded; and
b. For federally funded agreements, the original solicitation and resultant
contract contain a minimum and a maximum quantity, which represent
the reasonably foreseeable needs of the parties to the solicitation.
D. California Multiple Award Schedule and State Master Agreements
1. A California Multiple Award Schedule (CMAS) and State Master
Agreements are agreements established between the California
Department of General Services (DGS) and multiple vendors who agree to
the State of California terms and conditions, and may be used by the
Commission.
2. Acquisitions based on CMAS or State Master Agreements shall be
competitively bid so as to result in offers from three or more vendors
including one small business, if available. If less than three offers are
received, documentation of solicitation methods must be included with the
contract documentation.
3. Three offers are not required for CMAS and State Master Agreements
based on competition, such as Cal-Store, the Master Rental Agreement,
Western States Contracting Alliance (WSCA), etc. Information on specific
CMAS and State Master Agreements are available on DGS-PD’s website
at: www.dgs.ca.gov/pd.
4. Notwithstanding PUC section 130232(a), Public Contract Code (PCC)
sections 10298(b) and 10299(a) provide authority for the Commission to
use CMAS or State Master Agreements for acquiring supplies, equipment
and materials that exceed $25,000 without engaging in further competitive
bidding.
E. Recognized Government Purchasing Cooperatives; National Purchasing Agencies
1. U.S. Communities is a national government purchasing cooperative
program that competitively solicits contracts that can be utilized by local
government entities. The Commission may acquire supplies and
equipment through U.S. Communities or other similar, recognized
government purchasing cooperatives, approved by the Procurement
Officer, that utilize competitive solicitation methods.
2. National Joint Power Alliance (NJPA) is a national public service agency
that provides competitively solicited purchasing contracts to its member
agencies. The Commission may utilize NJPA for appropriate
procurements, as determined by the Procurement Officer, however, NJPA
may not be utilized for FTA-funded procurements.
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3. The Commission may join the above specified joint powers authorities for
the purpose of participating in procurements as a member agency.
7.0 RECURRING CONTRACTS
A. The Commission may, on an annual basis, evaluate existing contracts for
professional services that are due to expire within the next fiscal year. While
some of these contracts may be placed on the calendar for a new procurement
solicitation or allowed to expire because they are no longer required,
notwithstanding any other provision herein, some contracts may be included in an
annual recurring contracts list that must be approved by the Commission. Most
contracts for professional services should be subject to a competitive process;
however, there may be limited circumstances in which staff believes it is more
efficient and cost effective to retain such consultants on the recurring contracts list
rather than rebidding the services. Those circumstances generally are due to the
consultant’s historical knowledge, unique experience, and understanding of the
Commission and/or specific Commission projects. Approval of the recurring
contracts list allows the Commission to continue work on existing projects
without interruptions and maintain consistency.
1. FederallyTA-funded contracts may not be included in the annual recurring
contracts list.
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CHAPTER 2 – PROCUREMENT GENERALLY
1.0 IMPLEMENTATION BY EXECUTIVE DIRECTOR; COMMISSION
CONTROLS AND LIMITATIONS
A. Final authority for purchasing actions and decisions rests with the Commission,
except as delegated by the Commission to the Executive Director.
B. The Commission authorizes the Executive Director to execute contracts approved
by the Commission. The Executive Director may designate the Deputy Executive
Director, Chief Financial Officer or Directors to execute contracts under his or her
signature authority on his/her behalf.
C. The policies set forth herein will be implemented by the Chief Financial Officer.
The Chief Financial Officer has primary responsibility for ensuring that the
Commission’s procurement process is in accordance with applicable laws and
regulations, as interpreted by the General Counsel and Commission policy.
D. The Executive Director is authorized to approve and enter into contracts on behalf
of the Commission under his/her single signature authority as follows:
1. When the expenditure is less than fifty thousand dollars ($50,000) for the
purchase of all supplies, equipment, materials and for the construction of
all facilities and works in accordance with PUC § 130232; and
2. When the expenditure is less than one hundred fifty thousand dollars
($150,000) for the purchase of services; however, (i) the aggregate
amount of contracts executed under the single signature authority shall not
exceed $1,5000,000 in any given fiscal year; (ii) the aggregate value of all
contracts awarded to any one entity under the Executive Director’s single
signature authority shall not exceed $150,000 in any fiscal year; and (iii)
the Executive Director may execute contract amendments for existing
contracts that do not exceed $150,000. Such authority however, may not
be exercised more than once during the life of any contract and may not be
used to amend contracts originally executed under the Executive
Director’s single signature authority. The Commission’s fiscal year is
from July 1 to June 30.
E. The powers of the Executive Director pursuant to Paragraph “D” above are
subject to: (i) the existence and provisions of a Commission approved budget; and
(ii) applicable laws and regulations.
F. The Executive Director must provide the Commission with a regular report of all
contracts entered into pursuant to the single signature authority provided in
Paragraph “D” above, and must report to the Commission at its next regularly
scheduled meeting each new contract awarded on an emergency basis or other
contracts in excess of the Executive Director’s single signature authority.
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G. Approval Limits and Solicitation Types
1. Supplies, Equipment, and Materials (PUC § 130232).
PURCHASE
AMOUNT
SOLICITATION
TYPE SOLICITATION PROCESS APPROVER
Less than $1,000 Micro-purchase Informal: Commercial availability,
Rotate Vendors
Procurement
Officer*
$1,000 to $25,000 Small Purchase Informal: Three (3) Quotes Procurement
Officer*
$25,001 to $50,000 Formal Procurement Formal: Advertisement, Clauses,
Competitive Sealed Bids
Executive
Director
Greater than $50,000 Formal Procurement Formal: Advertisement, Clauses,
Competitive Sealed Bids
Commission
2. Public Works (PUC § 130232).
PURCHASE
AMOUNT
SOLICITATION
TYPE SOLICITATION PROCESS APPROVER
Less than $1,000 Micro-purchase Informal: Commercial availability,
Rotate Vendors, Non-Collusion
Declaration, Insurance
Procurement
Officer *
$1,000 to $25,000 Small Purchase Informal: Three (3) Quotes,
Prevailing Wage, Clauses, Insurance,
License, Non-Collusion Declaration
Procurement
Officer*
$25,001 to $50,000 Formal Procurement Formal: Advertisement, Clauses,
Prevailing Wage, Insurance, License,
Competitive Sealed Bids, Payment
Bond, Non-Collusion Declaration
Executive
Director
Greater than $50,000 Formal Procurement Formal: Advertisement, Clauses,
Prevailing Wage, Insurance, License,
Competitive Sealed Bids, Payment
Bond, Non-Collusion Declaration
Commission
* As delegated by the Executive Director
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3. Services.
PURCHASE
AMOUNT
SOLICITATION
TYPE SOLICITATION PROCESS APPROVER
Less than $3,5000 Micro-purchase Informal: Commercial availability,
Rotate Vendors, Insurance
Procurement
Officer*
$3,0500 to $50,000 Small Purchase Informal: Three (3) Quotes, Clauses,
Insurance
Procurement
Officer*
$50,001 to
$150,000**
Small Purchase Informal: Three (3) Quotes, Clauses,
Insurance; or
Formal: Advertisement, Clauses,
Insurance, and Negotiated
Agreement, or Competitive Sealed
Bids, or A/E Contract procedures
Executive
Director
Greater than
$150,000**
Formal Procurement Formal: Advertisement, Clauses,
Insurance, Certifications, and
Negotiated Agreement, or
Competitive Sealed Bids, or A/E
Contract procedures
Commission
* As delegated by the Executive Director
** For federally-funded purchases, the small purchase threshold is $100,000 for federal
grants awarded prior to December 26, 2014
H. In addition to the authority granted above, and except as otherwise prohibited by
applicable state or federal law, the Executive Director is authorized to approve
and enter into contracts on behalf of the Commission, where the relevant contract
is directly related to and necessary to implement a project that has been approved
by the Commission, the contract is within the approved project budget and, based
on the circumstances, exercise of this authority is in the best interest of the
Commission.
2.0 PROCUREMENT OFFICER—DESIGNATION AND DELEGATION
A. The Chief Financial Officer is the designated “Procurement Officer” for the
Commission. The Chief Financial Officer may delegate all or part of the
Procurement Officer duties described in this Manual.
3.0 PROCUREMENT OFFICER—DUTIES
A. The Procurement Officer has the duty to oversee all procurement activities of the
Commission, and to implement the policies and standards set forth in this Manual,
subject to the limitations of the authority that has been delegated to the
Procurement Officer by the Commission or the Executive Director.
B. The Procurement Officer may issue instructions for the implementation of
Commission procurement policies.
C. The Procurement Officer has the duty to ensure Commission contracts, purchase
orders, modifications, and supplemental agreements are executed in accordance
with established thresholds and delegated authority.
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D. The Procurement Officer, subject to the review of the Commission’s General
Counsel, has the authority to draft and determine the final form of the contract to
be used for each procurement.
E. The Procurement Officer should ensure that a complete record of each
procurement action is maintained in accordance with the Commission’s records
retention policy by establishing files containing the records of all major
procurements and contractual actions pertinent to that office's responsibilities.
1. The Procurement Officer is responsible for maintaining the original
contract file pursuant to applicable state and/or federal records retention
policies.
2. The documentation in each contract file maintained by the Procurement
Officer should be sufficient to constitute a complete history of the
transaction for the following purposes:
a. Providing a complete background as a basis for informed decisions at
each step of the procurement process;
b. Supporting actions taken;
c. Providing information for reviews, audits, and investigations; and
d. Furnishing essential facts in the event of litigation.
F. The Procurement Officer has the duty to ensure Commission staff engaged in
procurement activities are trained in the procurement requirements set forth in this
Manual.
4.0 IMPLEMENTATION OF PROCUREMENT PROCEDURES AND
GUIDELINES
A. The Procurement Officer, in his or her discretion and subject to the review and
concurrence of the Commission’s General Counsel, may adopt procurement and
materials management procedures and guidelines needed to implement and
supplement the policies and standards set forth in this Manual. Any such
procedures and guidelines shall:
1. Provide for timely review and processing of all procurement actions;
2. Ensure that procurements proceed timely, efficiently and economically;
3. Ensure that procurements adhere to principles of good public policy
practices and sound business judgment; and
4. Prohibit arbitrary actions. An example of an arbitrary action is the award
of a construction contract, using the competitive sealed bids method of
procurement, to a bidder other than the lowest responsive, responsible
bidder.
5.0 AUTHORIZED METHODS OF PROCUREMENT; SELECTION
A. Selection
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As part of the procurement initiation process, the Procurement Officer will
determine which method of procurement is appropriate.
B. Authorized Methods
The following methods of procurement may be used, as appropriate, in
accordance with the policies and procedures included in the Procurement Manual
for all federal and non-federal procurement actions contemplated under this
Procurement Manual:
1. Micro Purchase Procedures, pursuant to Chapter 6 of this Manual;
2. Small Purchase Procedures, pursuant to Chapter 6 of this Manual;
3. Competitive Sealed Bid (“Low Bid”), pursuant to Chapter 3 of this
Manual;
4. Competitively Negotiated Procurement, pursuant to Chapter 5 of this
Manual;
5. Non-Competitive and Emergency Procurement, pursuant to Chapter 7 of
this Manual; and
6. Alternate DeliveryDesign-build, pursuant to Chapter 4 of this Manual.
6.0 INDEPENDENT COST ESTIMATE
A. An independent cost estimate is a determination of price reasonableness. An
estimate shall be completed prior to the receipt of bids or proposals. Key
elements of the independent cost estimate include, but are not limited to:
1. Date of the independent cost estimate;
2. Basis for the independent cost estimate, including applicable supporting
documentation; and
3. The value determined by the independent cost estimate.
B. The method and means of establishing the estimate may vary based on the
circumstances and can range from checking historical records or published price
guides to a detailed estimate in the same level of detail that is required for
contractors submitting proposals. Estimates can be obtained from a design firm
or in-house technical personnel for construction work or from independent third-
party staff (not impacted by final procurement).
C. The estimate provides the Procurement Officer with essential input during the
solicitation process. Independent cost estimates may be used by the Commission
to:
1. Provide a determination of value (i.e., do benefits warrant the cost);
2. Support procurement planning;
3. Determine the appropriate solicitation type and process based on the
approval limits set forth in Chapter 2, 1.0(G);
4. Establish the competitive range and supplement the evaluation process;
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5. Provide a basis for a price analysis, which may eliminate the need for a
more burdensome cost analysis;
6. Provide a basis for development of a pre-negotiation objective;
7. Support the Commission’s negotiation position with contractor; and/or
8. After contract award, provide essential input with respect to contract
amendments, change orders and claims.
7.0 COST/PRICE ANALYSIS
A. A cost/price analysis shall be performed in connection with every federally
funded procurement action, including contract modifications, and should be
conducted for non-federally funded procurements. The method and degree of
analysis is dependent on the facts surrounding the particular procurement
situation.
B. If the contract being awarded is a cost-reimbursement type, the cost/price analysis
shall address the realism of the various cost elements proposed, and where the
costs are unrealistically low, an adjustment shall be made to reflect what the
Commission believes the effort will actually cost given that offeror's specific
technical approach as well as its direct and indirect cost rates.
1. The Commission shall, when applicable, or must, if required by law,
utilize the guidelines provided in the FAR Part 31 to determine whether of
the contractor’s proposed costs are reasonable, allowable and allocable.
C. As applicable, the Commission shall negotiate profit as a separate element of the
price for each contract in which there is no price competition and in all applicable
cases where cost analysis is performed. To establish a fair and reasonable profit,
consideration must be given to the complexity of the work to be performed, the
risk borne by the contractor, the contractor’s investment, the amount of
subcontracting, the quality of its record of past performance, and industry profit
rates in the surrounding geographical area for similar work.
8.0 VENDOR CONTACTS PRIOR TO ISSUANCE OF A SOLICITATION
A. Informational and market research contacts with prospective contractors/vendors
should be circumscribed based upon legitimate, identifiable business purposes and
guided by the exercise of sound judgment. The primary pitfalls to be avoided are
promises or implications from Commission staff of a future contract, development
by a vendor of a specification or scope of services to be used as part of a
Commission solicitation that vendor intends to participate in, requests from
Commission staff for complimentary services or supplies, and other activities that
may create a real or apparent conflict of interest or the impression of an obligation
on the part of the Commission.
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9.0 ADVERTISING/PUBLICIZING PROCUREMENTS
A. The Procurement Officer should use the most efficient and effective means to
publicize contract actions to increase competition in accordance with the
requirements of the specific procurement.
B. PUC § 130232, applicable to the purchase of all supplies, equipment, materials
and for the construction of all facilities and works when the expenditure exceeds
twenty-five thousand dollars ($25,000), requires that notice requesting bids shall
be published at least once in a newspaper of general circulation. The publication
must be made at least 10 days before the date for the receipt of the bids. The
Commission, at its discretion, may reject any and all bids and re-advertise.
C. PUC § 130238 for the purchase of computers, telecommunications equipment,
microwave equipment, and other related electronic equipment and apparatus that
is not available in substantial quantities to the general public requires (i) the
procurement be conducted through competitive negotiation, after a finding by the
Commission by a two-thirds vote that this particular procurement qualifies under
PUC § 130238, and (ii) notice of the request for proposals be published at least
twice in a newspaper of general circulation, at least 10 days before the date for
receipt of the proposals.
D. Federal Transit Administration
Section 9.c of FTA Circular 4220.1F requires that invitations for bids are to be
"publicly" advertised, and Section 9.d of FTA Circular 4220.1F requires that
requests for proposals are to be publicized.
E. Caltrans and Federal Highway Administration (FHWA)
Chapter 15, paragraph 15.3 Project Advertisement, of the Caltrans Local
Assistance Procedures Manual provides detailed guidance regarding advertising
of FHWA- and/or Caltrans-funded projects.
F. Pre-solicitation advertising prescribed in this section is not required for non-
competitive, sole source, or emergency procurements processed in accordance
with this Manual.
10.0 NON-DISCRIMINATION IN PROCUREMENT
A. All formal contracts entered into by the Commission should contain appropriate
clauses prohibiting discrimination by the contractor against any person or group
of persons on account of race, color, religion, creed, national origin, ancestry,
physical handicap, medical condition, age, marital status, sex or sexual orientation
in the performance of the contract.
11.0 ORGANIZATIONAL CONFLICTS OF INTEREST
A. An unfair competitive advantage could result if a contractor were allowed to
submit a bid or proposal for work described in a specification or statement of
work that the contractor itself developed. For the purpose of eliminating a
potential unfair competitive advantage, and in compliance with applicable state
and federal laws and regulations, a contractor that develops or assists in
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developing specifications, requirements, statements of work, invitation for bids,
and/or request for proposals for a Commission procurement is excluded from
competing for the resultant procurement, unless an appropriate waiver is issued by
the Commission. All waivers will be assessed by the Commission on a case-by-
case basis.
12.0 DUTIES OF COMMISSION STAFF REGARDING PROCUREMENTS
A. General
Procuring goods, services, and contracts for the Commission must be a
cooperative effort, and it will be the responsibility of all Commission staff
involved in procurement to employ sound business judgment and appropriate
standards of ethics and fairness to procure goods and services in a manner most
advantageous to the Commission. All employees and departments are instructed
to follow the procedures set forth in the Manual, as well as any instructions issued
by the Procurement Officer regarding procurements.
1. For FTA-funded procurements, the user department should consider use of
the FTA checklists provided in FTA Circular 4220.1F, Appendix C, which
address, among other things, undue restrictions on competition, when use
of brand name or equal is permitted, and other FTA requirements and
limitations.
2. For FHWA and Caltrans-funded procurements, the user department should
consider use of the Caltrans’ Local Assistance Procedures Manual for
guidance and should ensure that appropriate Commission procurement and
contract forms for the relevant funding source are used.
B. In order to initiate a procurement action (including amendments,
procurements, exercising of available options, etc.), the user
department/project manager should, at a minimum, provide the
Procurement Officer with the following items, as applicable:
1. Specification, Scope of Services, or Statement of Work. For a new
procurement, a complete and clearly written specification, purchase
description, or statement of work suitable for either competition or for
negotiation with a sole source contractor, if justified.
For competitive procurements, the description must not (for federally
funded procurements) and should not (for non-federally funded
procurements) contain features which unduly restrict competition. The
description may include a statement of the qualitative nature of the
material, product or service to be procured and, when necessary, must set
forth those minimum essential characteristics and standards to which it
must conform if it is to satisfy its intended use. For federally funded
procurements, detailed product specifications should be avoided. When it
is impractical or uneconomical to make a clear and accurate description of
the technical requirements, a “brand name or equivalent” description may
be used as a means to define the performance or other salient requirements
of procurement. The specific features of the named brand which must be
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met by offerors must (for federally funded procurements) and should (for
non-federally funded procurements) be clearly stated.
2. Changes. Changes to existing contracts, including amendments and
construction change orders, must be documented pursuant to a written
amendment or written construction change order, as applicable, executed
by the appropriate parties, and should comply with the following.
a. Amendments
If a contract amendment has been negotiated based upon an existing
advanced pricing arrangement or labor rates/categories included in the
underlying agreement, the user department/project manager should
provide the Procurement Officer with a copy of the final negotiated
scope of services for the extra work, associated pricing terms, and/or
schedule.
b. Construction Change Orders
Construction change orders should follow the procedures established
by the Capital Projects Department and applicable contract
specifications. Documentation of the change order does not need to be
provided to the Procurement Officer, but should be maintained by the
user department/project manager as specified herein. If a construction
change order has been negotiated based upon an existing advanced
pricing arrangement or labor rates/categories included in the
underlying agreement, the user department/project manager should
maintain a record of the change order and supporting documentation in
the project files including an independent cost estimate and cost and/or
price analysis, as applicable.
i. Any change order must be administered in accordance with its
terms, and appropriate documentation must be generated and
maintained supporting payment in accordance with state or federal
requirements, as applicable.
ii. All change orders must be signed by a Commission employee who
is a registered civil engineer.
iii. Any change order in excess of $100,000 also requires approval by
the Executive Director.
ivii. Any change order that will increase the total contract value
to an amount that exceeds the contractual authority approved by
the Commission may not be executed until additional contractual
authority has been obtained through the Commission.
iv. The Capital Projects Director is responsible for determining that
change orders are processed and approved in accordance with
departmental and contractual requirements.
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c. Changes to Federally Funded Contracts
For federally funded contracts, findings must be included in the project
file that the change is in the general scope of the original contract. A
significant change in contract work that causes a major deviation from
the original purpose of the work or the intended method of
achievement, or causes a revision of contract work so extensive,
significant, or cumulative that, in effect the contractor is required to
perform very different work from that described in the original
contract, is considered a “cardinal change” or “tag-on” contract, and is
not permitted unless it meets the requirements of Chapter 8, Section
3.0.
3. Agreement Summary Sheet. The user department/project manager must
provide a complete and executed Agreement Summary Sheet for all
procurement actions, including applicable small purchases, formal
procurements, MOUs, agreements, change order modifications and the
like. The Agreement Summary Sheet identifies the nature of funding for
the subject goods/services, provides a record that the requirement was
budgeted and properly approved before the procurement process began,
and ensures that the procurement action is assigned a unique agreement
number for purposes of contract administration, payment, and
recordkeeping.
4. Cost Estimate. The user department/project manager shall provide the
Procurement Officer with a cost estimate for the anticipated procurement
of goods/services. See paragraph 6.0 above for additional guidance
regarding the development of an independent cost estimate.
5. Justification for Sole Source/Non-competitive Procurement (if applicable).
The user department/project manager must prepare and submit to the
Procurement Officer a written statement recording all the facts that
provide justification for avoiding mandated competitive procurement
practices explicitly defined in this Manual and/or required by relevant
state and federal law in favor of a non-competitive/sole source award. The
Procurement Officer must approve the sole source procurement
methodology before the procurement can proceed.
13.0 INSURANCE
A. Contractors providing goods and services should be required to carry sufficient
insurance to protect the Commission from third party lawsuits for personal injury
(including death) and property damage. Insurance may also be required for
damage to Commission property and for errors and omissions in the provision of
professional services.
B. The following types of procurement actions should be reviewed by the
Procurement Officer for appropriate levels, types and limits of coverage on a
case-by-case basis:
1. All operations and non-operational construction contracts.
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2. All professional services contracts.
3. All contracts where work will be performed within “50 feet” of railroad.
4. All environmental contracts, including engineering services.
5. All procurement contracts and/or purchase agreements where outside
vendors will be conducting work or performing installation services on
Commission premises.
6. All procurement contracts and/or purchase agreements where outside
vendors will be delivering products to a Commission facility.
C. The contract documents should ensure that Commission contractors will be
required to comply with insurance requirements imposed by state and local
governments.
D. At a minimum, the contract documents should require the contractor and
subcontractor to carry general liability, workmen's compensation, and automobile
insurance coverages for public works contracts.
E. In certain limited cases, the Procurement Officer may permit the contractor to
substitute an approved program of self-insurance in order to obtain such approval.
The contractor will have to demonstrate that it can sustain the potential losses
being self-insured.
F. The Procurement Officer should include insurance and indemnification provisions
in equipment, supply, and services contracts in accordance with Commission
policies described herein.
14.0 SUBCONTRACTING
A. The Commission may consider requiring a prime contractor to perform certain
tasks or a minimum percentage of the work, in order to ensure that the prime
contractor maintains a specified degree of control over the project.
B. Approval of contractor proposed subcontractors usually involves an evaluation of
three primary areas:
1. Assurance that the prime contractor has included the required “flow-
down” provisions (clauses) from the prime contract in the subcontract.
2. The prime contractor’s compliance with the Disadvantaged Business
Enterprise (DBE) requirements in its prime contract.
3. Assurance that the prime contractor has selected its critical subcontractors
in a prudent fashion, so as to protect the Commission’s interests.
15.0. DETERMINATION OF FAIR AND REASONABLE PRICE
A. The Procurement Officer should determine, in writing, that the price to be paid to
the successful offeror is fair and reasonable. Typically, adequate price
competition is sufficient to establish price reasonableness; however, price
reasonableness may also be established through:
1. Prices established by law or regulation;
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2. Published catalog or market price for commercial product sold to the
public in substantial quantities;
3. Previous or relevant historical pricing for same or similar terms;
4. Valid cost estimate;
5. Value analysis; or
6. Cost/price analysis.
B. Single Offer/Lack of Adequate Competition
1. Upon receiving a single bid or single proposal in response to a solicitation,
the Procurement Officer should determine if competition was adequate.
a. Such determination should include a review of the specifications for
undue restrictiveness and may include a survey of potential sources
that chose not to submit a bid or proposal.
b. If the results of the review are that the scope of work was so restrictive
that only one firm could have responded, then there is a lack of
competition. The Procurement Officer should (1) cancel and re-
procure the solicitation or (2) treat the solicitation as a sole source
procurement, if it meets the requirements of Chapter 7 of this Manual.
c. If the results of the review are that the scope of work was not
restrictive and more than one firm could have responded, then there is
adequate competition. The Procurement Officer may recommend an
award of the agreement to the single offeror, as determined by the
Commission, in accordance with this Manual and in accordance with
applicable legal requirements.
2. When the price variance between multiple responses reflects a lack of
adequate competition, the Procurement Officer may re-solicit quotes or, if
appropriate, recommend an award of the agreement to the lowest or best
offeror, as determined by the Commission, in accordance with this Manual
and in accordance with applicable legal requirements.
3. A recommendation for award under either of the above circumstances
should include a statement in the contract file giving the basis for the
determination (e.g., that there was adequate competition and/or the pricing
terms are fair and reasonable).
16.0 CONTRACT APPROVAL, AWARD, AND EXECUTION
A. Following authorization for contract award by the Commission, the following
actions should be taken:
1. The Procurement Officer requests all Commission required documents and
contract contingency requirement (e.g., bonds, proof of insurance) from
the successful contractor.
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2. The Procurement Officer conforms and sends copies of the final contract
or amendment to the contractor for signature, and obtains the appropriate
Commission authorization by ensuring full execution of the contract.
3. After full execution of the contract and the contractor’s submittal of the
required contract contingency items, unless otherwise agreed, the
Procurement Officer coordinates with the user department/project
manager to prepare a "Notice to Proceed" letter, if required.
4. The Procurement Officer transmits a fully executed original copy of the
contract to the contractor. Conformed copies should be sent to the project
manager for use in the administration of the contract.
5. Contract Administration Responsibilities
a. The user department/project manager conducts all further coordination
on technical issues between the contractor and the Commission,
subsequent to the issuance of the “Notice to Proceed” letter.
b. Issues affecting the business or legal terms in the contract and/or
requests for modification or supplemental agreements to the contract
should immediately be brought to the attention of the Procurement
Officer.
c. The contract and all documents pertaining thereto should be
maintained by the Procurement Officer, except for construction change
orders which will be maintained by the project management team.
17.0 PROTEST PROCEDURES
A. Under formal procurement processes described under this Manual, an interested
party that has timely submitted a bid or proposal in response to any procurement
of the Commission may file a protest objecting to the award of a contract.
B. In order for a protest to be considered properly and timely filed, the protest must:
1. Be filed in writing with the Executive Director of the Commission, within
seven (7) calendar days after (i) all requests for clarifications and requests
for approved equals have been answered by the Commission or, if no
requests for clarification or approved equals are received, after the period
for requests for clarifications or approved equals has closed; (ii) after the
Commission takes action, or such other time period as may be specified in
the solicitation document; or (iii) the date certain contained in the
solicitation for any solicitation for which a contract award is not made by
the Commission.
2. Be filed by an actual bidder or proposer responding to the procurement
and signed by a properly authorized representative. No other party has
standing to protest or is considered an interested party.
3. Identify the specific procurement number involved.
4. Identify the specific recommended action or decision being protested.
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5. Specify in detail the grounds for the protest, the facts supporting the
protest and the status of the protester.
6. Include all relevant supporting documentation with the protest at the time
of submittal.
7. Describe the resolution to the protest desired by the protesting party.
If a protest does not comply with each of the seven (7) requirements listed above,
the protest will not be considered and will be returned to the protester.
C. The Procurement Officer will attempt to resolve a properly filed protest or
perform additional fact-finding, including establishing a protest evaluation team
to evaluate the merits of the protest. The Procurement Officer, in consultation
with the Commission’s General Counsel, will prepare a recommended resolution
of the protest for consideration by the Executive Director. The Executive
Director will review the recommendation of the evaluation team and will render a
determination to uphold or deny the protest.
D. If the Executive Director’s decision is to deny the protest, the solicitation may be
continued without further delay or the contract will be recommended to the
Commission for award, or executed, if previously awarded by the Commission
subject to resolution of the protest. If the Executive Director’s decision is to
uphold the protest, a recommendation will be made to the Commission to amend
the solicitation and the date for receipt of proposals or bids, reject all proposals or
bids, cancel the request for proposals or invitation for bids and solicit new
proposals or bids, award the contract to another proposer, or other such actions as
he/she deems appropriate.
E. The Executive Director’s decision shall be final, and there shall be no further
administrative recourse at the local level, except for protests related to federally
funded procurements.
F. The procedures set forth in this Chapter 2, Section 17.0 are not intended to reduce
or restrict protest rights specifically provided under applicable funding
agreements, or state or federal laws authorizing the use of money funding
applicable contracts.
1. In any procurement involving FTA funds, the Procurement Officer shall
disclose information regarding the protest to FTA and shall keep FTA
informed about the status of the protest.
2. An interested party that has filed a protest must exhaust all administrative
remedies with the Commission before pursuing a protest with FTA.
G. A debrief will be available for proposers to whom award was not made, for a
period of ten (10) days following award of the contract by the Commission.
18.0 PUBLIC RECORDS REQUESTS
A. All requests for procurement related records and/or information must be
submitted to the Clerk of the BoardCommission’s Office and Board Services
Manager for appropriate action. Procurement related records should not be
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disclosed as public information until staff recommendation for award has been
forwarded to all interested parties or as otherwise appropriate under the California
Public Records Act and applicable state and federal laws, guidelines and
requirements.
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CHAPTER 3 – COMPETITIVE SEALED BIDS (“LOW BID”)
A. PUC § 130232 requires that the purchase of all supplies, equipment, and
materials, and the construction of all facilities and works, when the expenditure
required exceeds twenty-five thousand dollars ($25,000), must be by competitive
sealed bidding, also known as “low bid”, contracting, with the contract let to the
lowest responsive, responsible bidder. Notice requesting bids must be published
in at least one newspaper of general circulation. The publication must be made at
least ten (10) days before the date for receipt of bids; however, based on the
nature of the procurement, a longer period of time shall be provided, as necessary,
to ensure that bidders are allowed adequate and sufficient time to prepare bids
before the date of bid opening. The resulting contract will be a fixed price
contract.
B. In order for competitive sealed bidding to be most effective, the following
conditions should be present in the development of an Invitation for Bids (IFB):
1. A complete, adequate and sufficiently generic specification is developed;
2. Adequate competition is available in the marketplace (two or more
responsive and responsible bidders will compete); and
3. The procurement lends itself to a firm-fixed price contract.
C. Discussions and Communications
1. Bids shall be evaluated without discussions with bidders.
2. Information concerning proposed procurements should not be released
outside the Commission before an IFB is released, except for pre-
solicitation notices and publicly available general project information.
D. Pre-Bid Conferences
1. The Contracting Officer may use pre-bid conferences to explain
procurement requirements.
2. If the Commission requires any type of mandatory pre-bid conference, site
visit, or meeting, the IFB should include the time, date, and location of the
mandatory pre-bid site visit, conference or meeting, and when and where
project documents, including final plans and specifications are available.
Any mandatory pre-bid site visit, conference or meeting should be no
sooner than a minimum of five (5) calendar days following the publication
of the IFB.
E. Bid Addenda
1. If it becomes necessary to make changes in quantity, specifications,
delivery schedules, opening dates, or other items, or to correct a defective
or ambiguous IFB, the change should be accomplished by addendum of
the IFB.
2. Addenda to an IFB should be identified as such and should require the
bidder to acknowledge receipt of all addenda issued.
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F. Time Of Bid Receipt
The IFB should specify a time for receipt of bids. Bids must be received in the
office designated in the IFB not later than the time identified in the IFB.
G. Late Bids
Unless otherwise specified in a particular bid solicitation, bids are considered late
based on the time clock at the 3rd floor Commission Receptionist Desk, located at
4080 Lemon Street, Riverside, CA 92501. Bids are considered late if the time
stamped by the Commission upon receipt of the bid is later than the deadline/time
identified in the IFB. Late bids will not be accepted by the Commission, unless a
bid is late owing solely to Commission mishandling or some other legitimate
extenuating factor, as determined in the Commission’s sole discretion.
H. Receipt Of Bids
As bids are received, the Procurement Officer should secure and safeguard the
bids until the established time for bid opening.
I. Opening Of Bids
The Procurement Officer will coordinate the bid opening. All bids over $25,000
for supplies, equipment, and materials and the construction of all facilities and
works received prior to the bid submission deadline will be publicly opened, read
aloud to the persons present, and recorded. Bid opening documentation should
include the date, time, and place of bid opening and a tabulation of bidder names
and related bid amount. Such bid opening documentation should include the
signature of at least one witness.
J. Recording Of Bids
Construction bids over the small purchase threshold of $25,000 that are publicly
opened will be recorded on a bid summary or bid tabulation sheet. The
Procurement Officer should certify the accuracy of the bid summary sheet by
placing his/her signature thereon. The Commission’s Procurement Officer should
ensure that these results are posted on the Commission internet site within a
reasonable time after bid opening.
K. Tie Bids
If two or more responsible and responsive bids are received for the same total or
unit price, quality and service being equal, the Commission shall establish a date
and time to draw lots, which shall be accomplished by tossing a coin or pulling
bidder names out of a hat, to determine the winner. Using the lottery method, the
Commission shall:
1. Advise the tied bidders in writing that a tie has occurred, advise them a
winner will be determined by drawing lots, and invite them to attend the
drawing.
2. Conduct the drawing of lots on the date and time previously established
with at least two individuals as witnesses. The procurement file should
reflect the names, titles, and departments of the witnesses. If the witnesses
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are not Commission staff, the name, organization, address, and telephone
number of the individuals should be listed.
3. Declare the winner of the drawing of lots as the apparent low bidder for
bid evaluation and award purposes.
L. Alternative Sources of Procurement Authority
Notwithstanding the requirements of PUC § 130232, and the provisions set forth
in this Chapter, the Commission may use Cooperative Agreements (as described
in Chapter 1, Section 6.0) where such use is otherwise permitted by law.
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CHAPTER 4 – ALTERNATE DELIVERYDESIGN-BUILD CONTRACTS
1.0 PURPOSE
A. As set forth in PCC Section 6800 et seq., the legislature determined that the
design-build method of procurement should be evaluated for the purposes of
exploring whether the potential exists for reduced project costs, expedited project
completion, or design features that are not achievable through the traditional
design-bid-build method. The Commission was selected, as one of a limited
number of participants, to participate in the Design-Build demonstration program
with the SR-91 Corridor Improvement Project (SR-91 CIP).
AB. For the purposes of this Chapter, “Design-Build” means a method of procuring
design and construction from a single source. The selection of the single source
occurs before the development of complete plans and specifications.
For the purposes of this Chapter, “CM/GC” means a project delivery method in
which a construction manager is procured to provide preconstruction services
during the design phase of the project and construction services during the
construction phase of the project. The structure of the contract for such services
is within the discretion of the Commission.
For the purposes of this Chapter, “Alternate Delivery Method” means Design-
Build, CM/GC or any other alternate method of project procurement or delivery
which the Commission is authorized by law to utilize.
B. As set forth in PCC Section 6820, et. seq., the Commission is authorized to utilize
Design-Build for projects on or adjacent to the state highway system, including
related non-highway portions of the project, based on either best value or lowest
responsible bid.
C. As set forth in PCC Section 6700, et. seq., the Commission is authorized to utilize
the Construction Manager/General Contractor (CM/GC) method, contingent upon
delegation of authority by Caltrans, for two highway projects in Riverside
County.
D. As set forth in AB 115 (Chapter 20, Statutes of 2017), the Commission is
authorized to utilize CM/GC for the 91 Toll Connector to Interstate 15 North
project.
E. As set forth in PCC Section 6700, et. seq., the Commission is authorized to utilize
CM/GC method for certain expressways that are not on the state highway system,
provided that the required findings are made, consistent with PCC Section 6701,
and the Commission adopts the CM/GC method.
F. As set forth in AB 115 (Chapter 20, Statutes of 2017), the Commission is
authorized to amend or change any existing contract for the Interstate 15 express
lanes construction project or the State Highway Route 91 express lanes to include
work or services on the 91 Toll Connector to Interstate 15 North project, if the
Commission, with the concurrence of Caltrans, finds that to be a cost-effective
method to accelerate the delivery of that project.
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2.0 PROCEDURES FOR ALTERNATE DELIVERY DESIGN-BUILD
CONTRACTS
A. The Executive Director may adopt any lawful methods, procedures and criteria
that he or she determines are in the best interest of the Commission.
B. The Toll Program Director, through coordination with the Procurement Officer,
will prepare documents for the solicitation of proposals for highway-related
Alternate DeliveryDesign-Build procurements.
C. Where an Alternate Delivery Method does not require a solicitation of proposals,
the Toll Program Director shall, through coordination with the Procurement
Officer, prepare the contract documents for such procurement.
D. The documents prepared for Alternate Delivery Design-Build procurements shall
control over any conflicting provisions contained herein.
ED. The Commission shall use a procurement method permitted by law and
appropriate for the elements of the services (design v. construction) representing
the preponderance of work and having the greatest cost, even though other
necessary services would not typically be procured by that method. For example,
the construction costs of a Design-Build project are usually predominant, so the
Commission would use competitive negotiations or sealed bids for the entire
procurement rather than the qualification-based “Brooks Act” procurement
procedures.
1. The use of the Design-Build procurement method for FTA-funded projects
shall comply with FTA Circular 4220.1F, Section VI.3.h.
2. The use of the Design-Build procurement method for FHWA-funded
projects shall comply, as applicable, with any requirements specified by
Caltrans in the relevant project agreements.
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CHAPTER 5 – COMPETITIVELY NEGOTIATED PROCUREMENTS
1.0 NEGOTIATED PROCUREMENTS—GENERAL
A. This Chapter outlines the Commission's procedures for competitively negotiated
procurements for contracts:
1. Not legally required to be procured through the low-bid competitive
procurement method pursuant to PUC §130232; and
2. Intended to be awarded on the basis of both price and non-price factors.
B. A procurement is “negotiated” if discussions, negotiations, or other exchanges
between the Commission and the offerors are anticipated and planned in order to
maximize the Commission’s ability to communicate, understand, and obtain the
best value for contract award.
1. The exchanges involve bargaining, persuasion, alteration of assumptions
and positions, and give-and-take applied to price, schedule, technical
requirements, type of contract, and other proposed terms.
2. The exchanges after establishment of the competitive range of price and
terms are done with the intent of allowing the offeror to revise its
proposal, once and potentially several times.
C. Though not an all-inclusive listing, competitively negotiated procurements can be
used for the following types of procurements:
1. Professional services contracts for non-architect-engineer related services;
miscellaneous service contracts;
2. Architect-Engineer and related services contracts as further defined and
subject to the limitations specified in Section 6.0 of this Chapter;
3. Specialized equipment, computers, telecommunications equipment,
microwave equipment and other related electronic equipment and
apparatus; or
4. Best Value, Alternate Delivery Design-Build contracts described in
Chapter 4.
2.0 SOURCE SELECTION TECHNIQUES
A. The Procurement Officer can choose from a range of source selection techniques
for the competitively negotiated process based on:
1. What is suitable for the specific circumstances of a requirement, and
2. Which technique provides the best opportunity to tradeoff price/cost and
qualitative benefits in order to gain the best value for the Commission.
B. In acquisitions where the requirement is clearly definable and the risk of
unsuccessful contract performance is minimal, and excluding contracts for
Architect-Engineer and related services, cost or price may play a dominant role as
a significantly important evaluation factor for award.
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C. On the other hand, the less definitive the requirement, a requirement for technical
superiority, more development work required, or the greater the performance risk,
then the technical or past performance considerations play a more dominant role
as significantly important evaluation factors for award.
D. The Commission obtains best value in negotiated acquisitions by using any one or
a combination of selection approaches wherein the relative importance of cost or
price may vary with other non-cost or price factor(s). The Procurement Officer
and user department/project manager shall select an approach that will provide the
Commission with the best offer based on the requirements, and on applicable
legal requirements.
E. All evaluation factors associated with a particular proposal shall be identified
along with their relative importance. The Procurement Officer, in cooperation
with the user department/project manager, may utilize explicit factors, price
performance trade off, technically qualified/lowest price or other reasonable and
appropriate means of evaluating proposers.
F. Proposals will be solicited from an adequate number of qualified sources. In
determining sources to solicit, the Procurement Officer should use all reasonable
means available to ensure that an adequate number of potential qualified
proposers receive the solicitation in order to obtain maximum fair and open
competition.
3.0 PROPOSAL EVALUATION
A. The evaluation factors that will be considered in evaluating proposals shall be
tailored to each procurement and shall include only those factors that will have an
impact on the source selection decision. The evaluation factors that apply to a
particular procurement and the relative importance of those factors are within the
broad discretion of the Procurement Officer and/or the user department/project
manager.
B. The Procurement Officer shall establish a formal evaluation committee, of at least
two persons, referred to as the “Evaluation Committee.” The size of an evaluation
committee should be (1) based on the size and complexity of the goods or services
being procured and (2) well balanced and represented by individuals involved
with the procurement and/or affected by the goods or services being procured.
The Evaluation Committee will be charged with responsibility for evaluating
proposals, short listing firms, establishing a competitive range, and/or
recommending a firm or firms for contract award.
1. Personnel engaged in the evaluation process shall not discuss or reveal
information concerning the evaluations except to those individuals
participating in the same proceedings and only to the extent that
information is required in connection with such proceedings.
2. Divulging information during the evaluation, selection, and negotiation
phases to offerors or to personnel not having a need to know is prohibited
as it could jeopardize the evaluation process and resultant award.
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C. The Evaluation Committee will evaluate each proposal in accordance with the
evaluation criteria in the solicitation. The Evaluation Committee’s selection
decision is subject to the final approval of the Commission or the Executive
Director, as required under this Manual.
4.0 REJECTION OF PROPOSALS
A. The Evaluation Committee may reject all proposals received that are determined
not to be in the competitive range, including those proposals made by offerors
who refuse to execute any reasonably required representations and/or
certifications.
B. The Executive Director may, in his or her discretion, do any of the following
Commission, based upon the recommendation of the Evaluation Committee or the
Executive Director, may (i) reject any or all proposals received, (ii) cancel the
procurement process, and/or (iii) direct commencement of a new procurement
process for the same services because:. The Evaluation Committee or Executive
Director may recommend rejection by the Commission because:
1. All otherwise acceptable proposals received are at unreasonable prices;
2. The proposals were not independently arrived at in open competition,
were collusive or were submitted in bad faith; or
3. For other reasons, rejection is clearly in the Commission’s best interest.
5.0 NEGOTIATION; SELECTION
A. The methods and procedures for selection and negotiation will be determined by
the Procurement Officer, in coordination with the user department/project
manager, and set forth in the request for proposals.
6.0 SPECIAL PROVISIONS APPLICABLE TO ARCHITECT-ENGINEER AND
RELATED SERVICES
A. This Section prescribes guidelines and requirements for the procurement of
Architectural-Engineering (“A-E”) and related services. A-E Services are defined
as professional services of an architectural or engineering nature that are required
by law to be performed by a registered or licensed architect or engineer. Related
services include: land surveying and construction project management. For the
procurement of A-E and related services, the Procurement Officer shall follow the
procedures set forth in this Section 6.0, in addition to the pertinent procedures set
forth elsewhere in this Chapter.
B. If the procurement is for A-E and related services, the selection must be based on
the demonstrated competence and qualifications of prospective contractors, and
shall comply with Government Code 4525, et seq., and, when applicable, the laws
and regulations that govern the procurement of design-related services with
federal funds (see e.g., Title 23 U.S.C. 112, Letting of Contracts and 23 CFR 172,
Administration of Engineering and Design Related Service Contracts). These
services shall be acquired based on a two-step, sealed bidding procedure, whereby
qualifications are presented in a separate sealed envelope from a firm’s price
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proposal. The proposals shall be evaluated based on qualifications only, and price
negotiations shall then be commenced with the proposer determined by the
Commission to be most qualified. If the Commission is unable to negotiate
satisfactory terms, at a fair and reasonable price, with the proposer considered to
be most qualified, then negotiations shall be terminated with that proposer and
commenced with the next most qualified proposer. This process shall be
continued with successive qualified proposers until agreement is reached that is
determined to be fair and reasonable.
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CHAPTER 6 – SIMPLIFIED PURCHASE PROCEDURES
1.0 GENERAL
A. Procurement of materials, supplies, or services by the Commission should adhere
to the procedures in this Manual, as described in Chapter 2, Section 1.G. The
procedures ensure that the appropriate authorizations are secured for the type of
procurement made, and that the minimum requirements associated with the
materials, equipment, supplies or services requested are procured in a fair and
open manner.
B. This Chapter sets forth the procedures for small purchases and other simplified
purchase procedures. These purchases should be made competitively except
where it is in the best interests of the Commission to accomplish such purchases
non-competitively. Justification for such non-competitive procurement should be
made, in writing, and maintained in the procurement record.
2.0 REQUIREMENTS FOR MICROPURCHASES
A. If the purchase price for required supplies, equipment, services and/or materials is
considered a micropurchase as defined in Chapter 2, Section 1.G, then multiple
quotes are not required; however, such purchases should be fairly priced using a
purchase technique that best serves the needs of the Commission, and rotated
among commercial vendors offering competitive pricing.
B. Micropurchases may be accomplished by securing one proposal or quotation from
a commercial vendor offering supplies, equipment or materials to the public in
substantial quantities and the price is deemed to be fair and reasonable.
a. For federallyFTA-funded procurements, the determination that the price is fair
and reasonable and how the determination was derived must be included as
documentation in the procurement file.
C. If oral quotes are obtained, written record of the quotes should be retained. The
record should include, at a minimum, vendor name, telephone number and
address, name of person providing the quote, and terms.
3.0 USE OF SMALL PURCHASE PROCEDURES
A. For small purchases as defined in Chapter 2, Section 1.G, staff should obtain a
minimum of three (3) written quotations with reasonable efforts to include at least
one Disadvantaged Business Enterprise (DBE) vendor and, when practicable and
appropriate, an award should be made on the basis of lowest price.
B. For public works projects (i.e., maintenance, repair or construction work) and
planned solicitations for services defined as small purchases in accordance with
Chapter 2, Section 1.G, review by the Procurement Officer prior to the solicitation
of quotes is required in order to ensure compliance with relevant insurance
requirements, applicable legal mandates, e.g., insurance, bonding, prevailing
wage, and payroll records.
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C. The Procurement Officer should use and/or authorize the Small Purchase
Procedures that are most suitable, efficient, and economical based on the
circumstances of each procurement and determine that the price is fair and
reasonable.
4.0 PROHIBITED USE OF SMALL PURCHASE PROCEDURES
A. The Procurement Officer and or Commission staff may not divide, split or
fragment a procurement totaling more than the Commission’s small purchase
limitation into several purchases that are less than the limit in order to use the
Small Purchase Procedures.
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CHAPTER 7 – NON-COMPETITIVE AND EMERGENCY
PROCUREMENTS AND REMEDIAL MEASURES
1.0 NON-COMPETITIVE PROCUREMENTS
A. The non-competitive procurement of non-federally funded goods and services,
which otherwise require competitive procurement may be authorized under one or
more of the following circumstances, subject to any minimum Commission vote
required by applicable law:
1. The Commission has advertised the contract as required by this Manual
and has undertaken reasonable efforts to solicit potential contractors, but
has determined that competition is inadequate;
2. There is only a single source of supply available, or only one contractor is
qualified to provide the service or product;
3. The goods or services are to be provided by a government or other public
entity;
4. The goods or services are to be provided pursuant to an amendment of an
existing contract that does not materially alter the terms and conditions of
the contract (other than to extend the term and/or increase compensation to
provide for the extended term or for additional goods/services to be
provided under substantially the same terms of the original contract),
provided that such renewal, extension or amendment is authorized or
permitted by the contract;
5. The equipment to be purchased is of a technical nature and the
procurement thereof without advertising is necessary in order to assure
standardization of equipment and interchangeability of parts;
6. The item to be purchased is a capital maintenance item that is available
only from the original manufacturer or supplier or is required to maintain
system operational compatibility and connectivity with the existing
system(s);
7. The contract is for employment services;
8. The contract is one for which only per diem and travel expenses are paid
and there is no payment for services rendered;
9. The Commission is piggybacking on an existing agreement between a
contractor and any public agency or entity within the County of Riverside
and/or the County of San Bernardino, or other public entities if: (a) the
proposed Commission contract is for the same material scope of work as
the other contract; (b) the proposed Commission contract contains
substantially the same terms as the other contract; and (c) the other
contract was competitively procured in accordance with requirements
applicable to such other agency’s procurements;
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10. The provisions listed under Chapter 8, Section 3.0 regarding federally
funded sole source, non-competitive, sole source procurements are
applicable; or
11. Except as may otherwise be limited by applicable law, the Commission
determines that a non-competitive procurement is in the public interest and
in the best interest of the Commission.
B. Except as limited by applicable law, the Executive Director shall have authority to
determine that non-competitive procurements are permitted under paragraph A,
subparagraphs (1) through (11) for contracts for amounts less than or equal to
$150,000. Commission approval is required for contracts over $150,000. Each
decision to proceed with a non-competitive procurement must be supported by a
written justification that is approved by the Executive Director or Procurement
Officer, as required under this Manual.
C. The Procurement Officer will take action, whenever possible and in coordination
with the user department/project manager, to avoid the need to continue to
procure the same supply, service, or construction without competition.
D. A non-competitive or sole source procurement, where competition is legally
required, should not be justified on the basis of any of the following
circumstances:
1. The lack of adequate advance planning for the procurement of the required
commodities, services, or other items;
2. Delays in the procurement caused by administrative delays, lack of
sufficient procurement personnel, or improper handling of procurement
requests or competitive procedures; or
3. Pending expiration of budget authority.
E. The Procurement Officer should ensure that each non-competitive contract
contains all of the required clauses, representations, and certifications, in
accordance with the applicable laws, regulations, or Commission adopted policy.
F. The Procurement Officer should ensure that proper records of each non-
competitive procurement are maintained.
2.0 EMERGENCY PROCUREMENTS; REMEDIAL MEASURES
A. The Commission may award a contract on an emergency basis if the requirement
is essential to deal with an existing emergency condition, as defined below in
Paragraph “B”, and the Executive Director may award a contract when necessary
as a remedial measure as defined below in Paragraph “C”. The emergency
procurement of supplies or services and procurements as a remedial measure
should be limited to quantities and time periods sufficient to meet the immediate
threat and should not be used to meet long-term requirements.
B. For purposes of an emergency procurement under this Chapter, an “emergency
condition” is a situation (such as a flood, epidemic, riot, equipment failure, or any
other reason declared by the Commission) which creates an immediate threat to
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the public health, welfare, or safety. The existence of an emergency condition
creates an immediate need for supplies, services, or construction which cannot be
met through normal procurement methods, and the lack of which would seriously
threaten one (1) or more of the following:
1. The health or safety of any person;
2. The preservation or protection of property;
3. The continuation of necessary Commission functions; or
4. Contract delays that could result in an increase to the cost of the project.
In the case of contracts for services, the Executive Director may declare the
emergency condition.
C. The Executive Director may authorize the expenditure of funds previously
appropriated by the Commission for the direct purchases of goods and services,
without following bid requirements (i) when a finding is made that immediate
remedial measures are necessary to avert or alleviate damage to property, or to
replace, repair, or restore damaged or destroyed property, of the Commission and
are necessary in order to ensure that the facilities of the Commission are available
to serve the transportation needs of the general public, and upon determining that
available remedial measures, including procurement or construction in
compliance with PUC § 130232, 130233, and 130234, are inadequate.
D. A contract procured on an emergency basis or as a remedial measure should not
be modified to expand the scope or extend the time of the procurement unless a
limited number of additional commodities, services, or other items are needed to
fill an ongoing emergency requirement until regular procurement action
procedures initiated under other Chapters in this Manual can be completed.
E. The Executive Director must, after an emergency expenditure in excess of his/her
delegated signature authority, and after an expenditure necessary as a remedial
measure, submit to the Commission a procurement summary explaining the
necessity for the expenditure.
F. The Procurement Officer should ensure that each emergency procurement
contract and/or contract entered into as a remedial measure contains the required
clauses, representations, and certifications, in accordance with the requirements of
this Manual.
G. The Procurement Officer should ensure that proper records of each non-
competitive procurement are maintained in accordance with the requirements of
this Manual.
3.0 WRITTEN JUSTIFICATION FOR EMERGENCY AND OTHER NON-
COMPETITIVE PROCUREMENTS
A. In each instance where the non-competitive procurement procedures set forth in
this Chapter are used, the user department/project manager is required to prepare
a written statement recording all of the facts that provide justification for
proceeding with the non-competitive or emergency procurement.
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B. The Procurement Officer must approve the justification for all non-competitive
procurements described under this chapter before such a procurement can
proceed.
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CHAPTER 8 – REFERENCES TO APPLICABLE LAWS /REGULATIONS
1.0 GENERAL
A. This Manual lists references to the various federal, state, and local regulations, to
which the Manual was written to conform and/or comply.
B. The Procurement Officer will be responsible, in cooperation with the
Commission’s General Counsel, for reviewing these references from time to time
in order to review new requirements and to note updates to the existing
regulations.
2.0 REFERENCES
A. For the Commission's capital projects and contracts for goods and services
utilizing FTA or FHWA funds, the provisions included in the Manual will apply
only to the extent that they do not conflict with FTA or FHWA requirements,
including the standards of FTA Circular 4220.1F, or the most current version
thereof, entitled “Third Party Contracting Requirements” or FHWA Form
FHWA-1273 entitled “Required Contract Provisions Federal-Aid Construction
Contracts.” In case of any conflict, the applicable federal standards shall govern.
The foregoing documents, though not all-inclusive, set forth requirements that the
Commission must comply with in the solicitation, selection and administration of
contracts funded by the FTA and FHWA, respectively.
B. For projects funded by Caltrans and/or FHWA, the selection process shall be in
accordance with Chapter 10 of Caltrans’ Local Assistance Procedures Manual.
http://www.dot.ca.gov/hq/LocalPrograms/lam/prog_p/p10consl.pdf.
C. FTA Circular 4220.1F (or the most current version thereof) sets forth the
requirements the Commission must adhere to in the solicitation, award, and
administration of its third party contracts. FTA Circular 4220.1F applies to all
FTA grantees and subrecipients that contract with third parties under FTA
assistance programs.
a. In addition to the requirements set forth in this Chapter 8, the FTA standards
for competition are set forth generally in Chapter 1 hereof and the FTA
procedures for competitive sealed bid (“low bid”) procurements and
competitively negotiated procurements are set forth in Chapters 3 and 5
hereof, respectively.
D. Some of the requirements include the following:
1. Pre-Award Audits. A pre-award (pre-negotiation) audit shall be
completed, as required based on the participating state or federal funds, for
each consultant contract., including those contracts where the consultant
was previously identified as a “high-risk” recipient as described in 49
Code of Federal Regulations (CFR) Part 18.12.
2. Brooks Act Provisions. The provisions of the Brooks Act (40 U.S.C. 544)
require local agencies to award federally funded engineering and design
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contracts on the basis of fair and open competitive negotiations,
demonstrated competence, and professional qualifications (23 CFR,
Section 172).
3. Required Contract Provisions/Forms.
a. Disadvantaged Business Enterprise
i. Notice to Proposers Disadvantaged Business Enterprise
Information
ii. Standard Agreement for Subcontractor/DBE Participation
iii. Local Agency Proposer DBE Commitment (Consultant
Contracts)
iv. Local Agency Proposer DBE Information (Consultant Contract)
v. Final Report-Utilization of DBE, First-Tier
vi. Subcontractor Listing
b. Federal Lobbying Restrictions, Title 31 U.S.C. Section 1352
i. Non-lobbying Certification for Federal-aid Contracts
ii. Disclosure of Lobbying
c. Financial Provisions.
i. Compliance with 2 CFR Part 200, Uniform Administrative
Requirements, Cost Principles, and Audit Requirements for
Federal Awards.
ii. Compliance with 48 CFR, Chp. 1, Part 31, Contract Cost
Principles and Procedures.
iii. Provisions required by Caltrans Master Funding Agreement.
Personnel
5.4. Caltrans/FWHA Authorization to Proceed. FHWA or Caltrans acting in
FHWA’s behalf must give the local agency an “Authorization to Proceed”
with a project prior to the performance of any work for which federal
reimbursement is to be requested, including the pre-award audit. Copies of
the “Authorization to Proceed” and the consultant contract must be
retained in the project files for future audit purposes.
6.5. Certification of Consultant and Local Agency. The Procurement Officer
will be responsible for ensuring that, when required, the certifications
shown in Exhibits 10-F, “Certification of Consultant,” and 10-G,
“Certification of Local Agency” of the Caltrans Local Assistance
Procedures Manual are incorporated into the solicitation and executed by
the appropriate signatories.
a. The certifications must be executed by a principal or authorized
corporate official of the consultant, and by a principal administrative
officer of the governmental agency responsible for the selection of the
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consultant. It is essential that these certifications be preserved in the
project files.
7.6. Veterans Employment. Pursuant to 49 U.S.C. 5325(k), the Commission
shall ensure that contractors working on an FTA-funded capital project
give a hiring preference, to the extent practicable, to veterans (as defined
in Section 2108 of Title 5) who have the requisite skills and abilities to
perform the construction work required under the contract. This
subsection shall not be understood, construed or enforced in any manner
that would require an employer to give preference to any veteran over any
equally qualified applicant who is a member of any racial or ethnic
minority, female, an individual with a disability, or former employee. For
FHWA-funded capital projects, the Commission shall comply with the
veteran’s preference requirement, as set forth in 23 U.S.C. 114.
E. Though not an all-inclusive listing, the following laws, regulations and code
sections are applicable to Commission contracts:
Federal Statute, Regulations,
Policies, and Agreements Subject
249 CFR Part 20018 Uniform Administrative Requirements, Cost Principles, and
Audit Requirements for Federal AwardsAdministrative
Requirements for Grants & Cooperative Agreements
49 CFR Part 26 Participation by Minority Business Enterprises; DBE
Program
FTA Circular 4220.1x Third Party Contracting Requirements
FTA Circular 5010.1x Grant Management Guidelines
Master Agreement Terms & Conditions of Grantee Administration of Projects
Supported & Funded by the FTA
FAR FAR Part 31 – Contract Cost Principles and Procedures
23 U.S.C. 114 / 23 CFR 633
23 U.S.C. 315 / 49 CFR 1.48
Form FHWA-1273 entitled “Required Contract Provisions
Federal-Aid Construction Contracts.”
CA State Codes Section(s) Subject
Civil Code 3247-3248 Payment Bond
Civil Code 3320 Payments to Prime Design Professionals
Code of Civil
Procedure
995.311 Bond Issuer Requirements
Government Code 4525 et seq. Architect & Engineering Services
Government Code 6250 - 6270 Public Records Disclosure
Government Code 5956 et seq. Infrastructure Projects
Labor Code 1777.1 Debarment by California Labor Commissioner
Labor Code 1770-1780 Prevailing Wage, Work Hours, Certified Payroll
Records, Apprentices
Public Contract Code 1103 Responsibility on Public Works Contracts
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CA State Codes Section(s) Subject
Public Contract Code 1104 Plans and Specifications
Public Contract Code 3300 Contractor’s License
Public Contract Code 3400 Brand Name OR Equal; Restrictive Clauses
Public Contract Code 4100 - 4114 Subcontracting
Public Contract Code 5100 - 5107 Relief of Bidders
Public Contract Code 6100 - 6610 Awarding of Contracts
Public Contract Code 6820 et seq.
6800-6813
Design/Build AuthorityDemonstration Program
Public Contract Code 7100 - 7200 Contract Clauses, Non-Collusion Affidavit
Public Contract Code 7103 Payment Bond for Public Works >$25,000
Public Contract Code 9201 - 9203 Claims and Disputes
Public Contract Code 10335 et seq. Service Contracts
Public Contract Code 20101 Prequalification
Public Contract Code 20103.6 Limitation on Architect’s Indemnity Obligation
Public Contract Code 20103.8 Alternative Bids
Public Contract Code 20104 Resolution of Construction Claims
Public Contract Code 20104.50 Progress Payments on Public Works
Public Contract Code 22300 Substitution of Securities
Public Utilities Code 130221 Contracting With Other Government Agencies and
Other Persons
Public Utilities Code 130232 -
130239
Award of Contracts Based On Price or Price and
Other Factors; Bid Security; Emergency
Procurements; Advertising; Immediate Remedial
Measures; Rejecting Bids
Public Utilities Code 130232(c) Authorization of Executive Director for Bid
Expenditures <$50,000.
Public Utilities Code 130232(d) Bid Security for Construction Work >$25,000
3.0 FTA/FHWA-FUNDED PROCUREMENT BY NON-COMPETITIVE (SOLE
SOURCE) PROPOSALS
A. Notwithstanding any other provision herein, federally funded contracts must
comply with the federal requirements for non-competitive or sole source
procurements. Non-competitive or sole source procurements are accomplished
through solicitation of a proposal from only one source, or after solicitation of a
number of sources, competition is determined inadequate. A contract change that
amounts to a “cardinal change” or a “tag-on” as defined in FTA Circular 4220.1f
that involves a major deviation from the original purpose is considered a sole
source procurement on a federally funded contract that must comply with this
paragraph.
1. Procurement by noncompetitive proposals may be used only when the
award of a contract is infeasible under small purchase procedures,
competitive sealed bids, or competitive proposals and at least one of the
following circumstances applies:
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a. The item is available only from a single source;
b. The public exigency or emergency for the requirement will not permit
a delay resulting from competitive solicitation;
c. FTA/FHWA, as applicable, authorizes noncompetitive negotiations—
e.g., if FTA/FHWA, as applicable, provides a joint procurement grant
or a research project grant with a particular firm or combination of
firms, the grant agreement is the sole source approval;
d. After solicitation of a number of sources, competition is determined
inadequate;
e. The item is an associated capital maintenance item as defined in 49
U.S.C. §5307(a)(1) that is procured directly from the original
manufacturer or supplier of the item to be replaced. The grantee must
first certify in writing to FTA:
i. that such manufacturer or supplier is the only source for such item;
and
ii. that the price of such item is no higher than the price paid for such
item by like customers; or
f. Any other circumstance justifying sole source procurement set forth in
the applicable federal rules and regulations.
2. A cost analysis, i.e., verifying the proposed cost data, the projections of
the data, and the evaluation of the specific elements of costs and profit, is
required.
4.0 DISADVANTAGED BUSINESS ENTERPRISE AND OTHER
REQUIREMENTS
A. In order to ensure the Commission’s compliance with the federal DBE Program
on all applicable procurements funded with United States Department of
Transportation (DOT) dollars, the Commission will make reasonable efforts to
utilize disadvantaged business enterprises in compliance with applicable federal
regulations.
B. The Commission’s procurement process is structured to ensure that its DBE
Program supports the Commission’s commitment to promote, foster and utilize
disadvantaged business enterprises as required and defined by applicable federal
regulations.
C. As a condition of funding assistance, and in accordance with DOT DBE
regulations published in applicable federal regulations, the Commission is
required to submit for approval a DBE Program and regular DBE goals, which it
will make good faith efforts to achieve through procurement actions carried out
under this Manual.
D. Pursuant to 2 CFR Part 200.321, the Commission shall also take affirmative steps
to assure that minority businesses, women’s business enterprises, and labor
surplus area firms are used when possible on federally funded projects.
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5.0 GEOGRAPHICAL PREFERENCES
A. For any federallyFTA-funded contracts, except when procuring A-E services, the
Commission is prohibited from using statutorily or administratively imposed in-
state or local geographical preferences in the evaluation of bids or proposals
unless federal statutes expressly mandate or encourage geographic preference.
6.0 REVENUE CONTRACTS
A. The Commission may enter into revenue contracts with a third party whereby the
primary purpose is to either generate revenues in connection with a transit-related
activity or create business opportunities utilizing an FTA-funded asset. The FTA
requires such third party revenue contracts to be awarded utilizing competitive
selection procedures and principles. The extent of and type of competition
required is within the discretionary judgment of the Commission.
7.0 STATUTORY AND REGULATORY REQUIREMENTS
A. The Commission shall comply with applicable federal statutory and regulatory
requirements (such as Davis-Bacon Act, DBE, Debarment and Suspension, Clean
Air, Environmental and Conservation Requirements, Buy America and Cargo
Preference) in carrying out federally-funded procurement actions under this
Manual. Below is a contract clause matrix that is applicable to third-party
contract provisions for federally funded contracts, excluding micropurchases and
except for Davis-Bacon requirements which apply to construction contracts
exceeding $2,000. The matrix should be reviewed at least annually for any
regulatory changes.
TYPE OF PROCUREMENT
PROVISION Professional
Services/A&E
Operations/
Management
Rolling
Stock
Purchase
Construction Materials &
Supplies
No Federal Government
Obligations to Third Parties
(by Use of a Disclaimer)
All
All
All
All
All
False Statements or Claims Civil
and Criminal Fraud
All
All
All
All
All
Access to Third Party Contract
Records
All All All All All
Changes to Federal Requirements All All All All All
Termination >$10,000 if 2
CFR Part
20049 CFR Part
18 applies.
>$10,000 if 2
CFR Part 200
49 CFR Part 18
applies.
>$10,000 if 2
CFR Part 200
49 CFR Part 18
applies.
>$10,000 if 2
CFR Part 200
49 CFR Part 18
applies.
>$10,000 if 2
CFR Part 200
49 CFR Part
18 applies.
Civil Rights (Title VI, ADA, EEO
except Special DOL EEO clause
for construction projects)
All All All>$10,000 All All
Special DOL EEO clause for
construction projects
>$10,000
Disadvantaged Business All All All All All
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Enterprises (DBEs)
Incorporation of FTA Terms All All All All All
Debarment and Suspension >$25,000 >$25,000 >$25,000 >$25,000 >$25,000
Buy America >$1050,000
As of Feb. 2011,
FTA has not
adopted the FAR
2.101 $150,000
standard.
>$1500,000
As of Feb. 2011,
FTA has not
adopted the FAR
2.101 $150,000
standard.
>$1500,000
As of Feb. 2011,
FTA has not
adopted the FAR
2.101 $150,000
standard.
Resolution of Disputes, Breaches,
or Other Litigation
>$100,000 >$100,000 >$100,000 >$100,000 >$100,000
TYPE OF PROCUREMENT
PROVISION
Professional
Services/A&E
Operations/
Management
Rolling Stock
Purchase Construction Materials &
Supplies
Lobbying >$100,000 >$100,000 >$100,000 >$100,000 >$100,000
Clean Air >$1500,000 >$1500,000 >$1500,000 >$1500,000 >$1500,000
Clean Water >$1500,000 >$1500,000 >$1500,000 >$1500,000 >$1500,000
Cargo Preference Transport by
ocean vessel.
Transport by
ocean vessel.
Transport by
ocean vessel.
Fly America Foreign air
transp./travel.
Foreign air
transp./travel.
Foreign air
transp./travel.
Foreign air
transp./travel.
Foreign air
transp./travel.
Veterans Hiring Preference All
Davis-Bacon Act >$2,000 (also
ferries).
Contract Work Hours and Safety
Standards Act
>$100,000
(transportation
services
excepted).
>$100,000 >$100,000
(also ferries).
Copeland Anti-Kickback Act
Section 1
Section 2
All
> $2,000 (also
ferries).
Bonding $100,000
Seismic Safety A&E for new
buildings &
additions.
New
buildings &
additions.
Transit Employee Protective
Arrangements
Transit
operations.
Charter Service Operations All
School Bus Operations All
Drug Use and Testing Transit
operations.
Alcohol Misuse and Testing Transit
operations.
Patent Rights R & D
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Rights in Data and Copyrights R & D
Energy Conservation All All All All All
Recycled Products EPA-selected
items $10,000
or more
annually.
EPA-selected
items $10,000
or more
annually.
EPA-selected
items $10,000
or more
annually.
Conformance with ITS National
Architecture
ITS projects. ITS projects. ITS projects. ITS projects. ITS projects.
ADA Access A&E All All All All
Notification of Federal
Participation for States
Limited to
States.
Limited to
States.
Limited to
States.
Limited to
States.
Limited to
States.
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CHAPTER 9 – DISPOSAL OF SURPLUS PROPERTY
1.0 DEFINITIONS
A. “Surplus personal property” shall mean personal property of the Commission
which is no longer needed or fit for its intended purpose or has exceeded its useful
life.
B. “Surplus real property” shall mean real property of the Commission which is no
longer needed for a specified project.
2.0 DISPOSAL OF SURPLUS REAL PROPERTY
A. Upon recommendation by the Executive Director, designated Commission staff
may dispose of surplus real property in accordance with the RCTC Right of Way
Policies and Procedures Manual.
3.0 DISPOSAL OF PERSONAL PROPERTY
A. Upon recommendation by the Executive Director and in accordance with
applicable state or federal funding requirements, designated Commission staff
may dispose of all surplus and obsolete personal property by donation, bid,
auction, negotiated sale or exchange. If the disposal of such items is conducted
by bid, the sale shall be conducted in accordance with generally accepted best
practices and applicable laws and regulations. The Commission staff shall
attempt to obtain the best value for the property that can reasonably be obtained.
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CHAPTER 10 – OTHER PROCUREMENT MATTERS
1.0 DISPUTES, CLAIMS, AND CHANGES—DEFINITIONS
A. Change Orders – the commercial and technical resolution of a contract
modification. The change order document can be unilateral or bilateral in
execution.
B. Potential Claim – written notice provided to the Commission by the contractor
when the:
1. Parties are unable to reach bilateral agreement on a change and the
contractor is provided a unilateral change order (“protest”); or,
2. Contractor perceives that it is entitled to additional compensation (time or
money) for something it believes to constitute extra work performed or to
be performed.
C. Claim – differences that have developed during the contract, under protest or
under notice of potential claim, which are not resolved at the time the contractor
returns the proposed final pay estimate.
D. Dispute – a disagreement between the parties as to the merits, amount or remedy
arising out of an issue in controversy, including a disagreement regarding a Claim
or asserted default.
E. Amendment – a modification considered outside the original contract scope or
terms and formalized with a written agreement signed by both parties.
2.0 DISPUTES, CLAIMS, AND CHANGES—GENERAL
A. The Procurement Officer is responsible for documenting negotiation activities for
the record, and should be present at all professional services and construction
contract negotiations.
B. The Procurement Officer or project manager, as required, prepares the appropriate
documentation (e.g., change order forms) for review and approval by the
Commission’s Executive Director or Commission, prior to issuance to the
consultant/contractor for signature. This document includes full definition of
work scope, impact on DBE goals, definition of time and schedule impacts, and
price. The change order language stipulates that the agreed-upon terms are all
inclusive, and no other relief will be available regarding this work.
1. For federallyFTA-funded contracts, any damages recovered must be
credited to the project involved unless the FTA/FHWA, as applicable,
permits otherwise.
2. For federallyFTA-funded contracts, change orders that amount to cardinal
changes or tag-ons shall comply with Chapter 8, Section 3.0(A).
3.0 TERMINATION
A. All Commission contracts exceeding $25,000 should contain provisions enabling
the Commission to terminate such contracts for the convenience of the
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Commission, and all federally funded contracts must contain such provisions.
These provisions should specify the manner in which such termination will be
effected and the basis for settlement. There should also be included in such
contracts appropriate provisions specifying causes for which the contracts may be
terminated for default.
B. Terminations for Convenience of the Commission
1. Commission contracts will be terminated for convenience only when this
is determined to be in the best interests of the Commission. In lieu of
issuing a notice of termination for convenience, the Procurement Officer
will effect a no-cost settlement agreement where possible and appropriate.
2. Formal written notice to the contractor is necessary to terminate a contract
for convenience. Such notice will state that the contract is being
terminated pursuant to the termination for convenience provision of the
contract, the effective date, the extent of termination and instructions to
the contractor to cease performance under the contract.
3. The Procurement Officer will negotiate a no-cost settlement with the
contractor if possible. Otherwise, the Procurement Officer will negotiate
an appropriate settlement agreement with the contractor pursuant to the
provisions of the termination for convenience clause of the contract.
C. Terminations For Default
1. If a contractor's right to proceed is terminated for default, the Commission
may take over and complete the work or cause it to be completed, and the
contractor and his sureties, if any, shall be liable to the Commission for
any increased costs caused thereby. The contractor and his sureties
should, in addition to increased costs in completing the work, be liable for
liquidated damages, if liquidated damages are provided in the contract, or
for actual damages, if liquidated damages are not so provided.
2. If the Procurement Officer determines that the contractor's failure to
perform arises from causes which are excusable under the terms of the
contract, the Procurement Officer shall not terminate the contractor's right
to proceed, nor shall he/she charge the contractor with liquidated damages
(or if no liquidated damages, then actual damages) because of any delays
occasioned by such causes.
3. Where the surety does not complete performance of the contract, the
Procurement Officer normally will complete the performance of work by
awarding a new contract based on the same plans and specifications. Such
award may be the result of competitive bidding or negotiation; whichever
procedure is most appropriate under the circumstances. The Procurement
Officer must use reasonable diligence to obtain the lowest price available
for completion.
4. If, after due consideration, the Procurement Officer determines that
termination is not in the best interest of the Commission although the
contractor is in default, the Procurement Officer may permit the contractor
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to continue the work, and the contractor and his sureties shall be liable to
the Commission for liquidated damages, as specified in the contract, or if
liquidated damages are not so specified, for any actual damages
occasioned by the failure of the contractor to complete the work in
accordance with the terms of the contract.
5. Any provision for a liquidated damages assessment must be at a specific
rate per day for each day of overrun and must be specified in the contract.
a. For FTA-funded contracts, any damages recovered must be credited to
the project involved unless the FTA permits otherwise.
4.0 BONDS, OTHER SECURITIES AND INSURANCE
A. The Commission should specify bonding, in compliance with applicable federal
and state requirements for all public works contracts.
1. In general, all construction contracts over $25,000 require a payment bond
in the amount of 100% of the contract value.
2. All FTA-funded construction contracts over $100,000 require a
performance bond in the amount of 100% of the contract value and a bid
guarantee in the amount of no less than 5% of the contract value.
3. Bids for construction of facilities where the work is anticipated to exceed
$25,000 require bid security as set forth in PUC § 130232.
B. The Procurement Officer may require any of the following types of security for
any solicitation or contract subject to this Manual, other than a small purchase,
regardless of the estimated amount of the contract:
1. Bid bonds;
2. Other bid or proposal security;
3. Construction performance and payment bonds; and
4. Performance or payment bonds or other security on non-construction
contracts.
C. Requirement for Bonds To Be Executed By An Admitted Surety Insurer
1. California Code of Civil Procedure § 995.311 calls for any bond required
on a public works contract to be executed by an admitted surety insurer.
2. The Commission has a duty to verify that an admitted surety insurer
executes the bond. The Procurement Officer should print out information
from the website of the California Department of Insurance
(http://www.insurance.ca.gov/docs/FS-CompanyProfiles.htm) confirming
that the surety is an admitted surety insurer and attach it to the bond.
D. For federally funded procurements, the Commission shall not require unnecessary
experience or excessive bonding.
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5.0 CONTRACT CLOSEOUT
A. A completed contract is one which is both physically and administratively
complete and in which all aspects of contractual performance have been
accomplished, terminated, or otherwise disposed of by contract modification. A
contract is physically complete only after all articles and services called for under
the contract, including such related items as reports, spare parts, and exhibits,
have been delivered to and accepted by the Commission, including those articles
and services for which no specific compensation may have been stipulated. A
contract is administratively complete when all payments have been made and
administrative actions accomplished.
B. The project manager, in cooperation with the Procurement Officer, is responsible
for review of the contract file and obtaining all necessary documentation to ensure
that: (1) all deliverables and/or services (including any reports) required under the
contract have been received and accepted; (2) the terms and conditions of the
contract have been complied with; (3) disposition of accountable property under
the contract has been accomplished; all necessary actions including final payment
and releases required to close the contract are completed and documented.
C. Small purchase files should be considered closed when the Procurement Officer
receives evidence of receipt of property and final payment.
D. A contract file should not be closed in any of the following situations:
1. If the contract is the subject of a claim or dispute;
2. If the contract is in litigation or under appeal;
3. In the case of a termination, if all termination actions have not been
completed; or
4. If state or federal approval is required and has not been received.
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CHAPTER 11 – PAYMENT
1.0 COMMISSION PAYMENT PROCESS
A. The Commission will promptly process all contract payments with necessary
controls to assure compliance with all contract terms and conditions in accordance
with internal procedures recommended by the Chief Financial Officer and
authorized by the Executive Director.
B. The Procurement Officer should clearly specify in solicitations and contracts the
form and content of an acceptable invoice, including a requirement that invoices
be sequentially numbered, that they contain a date and contract number and the
services for which they are invoicing, the period of performance being invoiced,
and to whom invoices are to be sent.
2.0 PROGRESS PAYMENTS
A. The Commission may provide for progress payments under contracts that require
long time periods to complete contract performance or if the use of progress
payments contributes to the effective and efficient administration of
consultant/contractor work. Progress payments will be made on the basis of
allowable costs incurred by the consultant/contractor, and the stage of completion
of the contract.
1. Criteria. Contract clauses providing for progress payments should be used
when the investment in work and progress is expected to be great enough
to add substantial costs to the contract or strain the consultant/contractor’s
cash flow or ability to obtain financing. Under no circumstances should
payments exceed the consultant/contractor’s physical completion of the
Work, nor should they amount to advance payments. Progress payments
can be based on a periodic voucher for expenditures, a milestone, or the
Commission’s estimate of work accomplished as defined in the contract.
2. For federally funded procurements, the Commission must obtain adequate
security (i.e., title to work in progress; letter of credit) for any progress
payments made.
3. For FTA-funded procurements, advance payments are prohibited unless
prior written concurrence is obtained from the FTA.
B. Progress Payments on Public Works
In accordance with PCC § 20104.50, the Commission must make progress
payments within 30 days after receipt of an undisputed and properly submitted
payment request from a contractor on a construction contract. If the Commission
fails to make timely payment, the Commission may be required to pay interest to
the contractor equivalent to the legal rate set forth in subdivision (s) of Section
685.010 of the Code of Civil Procedure.
C. Progress Payments and Retentions on Architect, Engineer, and Land Surveyor
Contracts
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Pursuant to California Civil Code §3320, for any contract for public works or
improvement, the Commission shall pay to the prime design professional any
progress payment within 30 days of receipt of a written demand for payment in
accordance with the contract, and the final retention payment, if applicable, within
45 days of receipt of a written demand for payment in accordance with the
contract. If any amount is wrongfully withheld or is not timely paid, the prime
design professional should be entitled to a penalty of 1½ percent for the
improperly withheld amount, in lieu of any interest otherwise due, per month for
every month that payment is not made.
3.0 PROMPT PAYMENT TO SUBCONTRACTORS—FEDERALLY FUNDED
AGREEMENTS
A. In accordance with 49 CFR Part 26, Commission contracts above the small
purchase threshold must require that the prime contractor or subcontractor shall
pay to any subcontractor, not later than 7 days of receipt of each progress
payment from the Commission, unless otherwise agreed to in writing, the
respective amounts paid to the contractor on account for the work performed by
the subcontractors, to the extent of each subcontractor’s interest therein. The
Commission contract may provide that, in the event that there is a good faith
dispute over all or any portion of the amount due on a progress payment from the
prime contractor or subcontractor to a subcontractor, then the prime contractor or
subcontractor may withhold no more than 150 percent of the disputed amount.
B. The Commission must also require the prompt return of retainage payments from
the prime contractor to the subcontractor within 7 days after the subcontractor’s
work is satisfactorily completed.
4.0 PAYMENT OF RETENTION ON PUBLIC WORKS CONTRACTS
A. Pursuant to PCC § 7107, within 60 days after the date of completion of the work
of improvement, the Commission must release any retention withheld except
funds withheld to satisfy outstanding stop notices or otherwise properly withheld.
In the event of a dispute between the Commission and the original contractor, the
Commission may withhold from the final payment an amount not to exceed 150
percent of the disputed amount.
5.0 REQUEST FOR PAYMENT CERTIFICATION
A. All contracts above the small purchase threshold may contain a clause, which
requires the contractor to submit with each request for payment, a certification
that the claim for payment is true, correct, and for services rendered and/or
supplies delivered in accordance with the contract.
B. The user department/project manager will disapprove and Accounts Payable will
return unpaid any request for payment which does not contain the certification
when required.
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REVISION HISTORY:
Revision
No.
Revisions Adopted
0 Adopted by the Commission 7/11/12
1 Adopted by the Commission 12/12/12
2 Adopted by the Commission 9/9/15 (pending)
3 Adopted by the Commission pending
165
RESOLUTION NO. 17-016
RESOLUTION OF THE
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
REGARDING THE
REVISED PROCUREMENT POLICY MANUAL
WHEREAS, the Commission previously adopted Resolution No.
15-017, “Resolution of the Riverside County Transportation Commission Regarding the
Revised Procurement Policy Manual”; and
WHEREAS, the Commission received corrective action recommendations from the
California Department of Transportation as a result of an incurred cost audit completed
in October 2017;
WHEREAS, the Commission is required to comply with the Office of Management
and Budget’s issuance of the Uniform Administrative Requirements, Cost Principles, and
Audit Requirements for Federal Awards (Uniform Grant Guidance); and
WHEREAS, the Commission desires to update its procurement policies and
procedures to continue to be a comprehensive, useful framework and incorporate best
practices for the Commission’s procurements.
NOW, THEREFORE, the Riverside County Transportation Commission does hereby
resolve as follows:
Section 1. The Procurement Policy Manual previously adopted on September 9,
2015, is hereby replaced in its entirety by the revised Procurement Policy
Manual, set forth in Attachment 1, attached hereto and incorporated
herein.
Section 2. The Riverside County Transportation Commission hereby approves and
adopts the Procurement Policy Manual, as revised, to be effective
immediately.
ATTACHMENT 2
166
APPROVED AND ADOPTED this 13th day of December, 2017.
_____________________________________
John F. Tavaglione, Chairman
Riverside County Transportation Commission
ATTEST:
_________________________________
Tara Byerly, Deputy Clerk of the Board
Riverside County Transportation Commission
167
REVISED PROCUREMENT
POLICY MANUAL
November 27, 2017
Matt Wallace, Procurement
Revised Procurement Policy Manual (PPM)
PPM Evolution
•Response to 2006 FT A
Triennial review
•Comprehensive
•Incorporated various
laws and regulations
•Response to 2012 FTA
Procurement System
Review •Response lo 2015 FTA
Triennial review
•Federal Uniform
Guidance
•Best practices
•Response to Calf rans
Incurred Cost Audit
•Additional Federal
Uniform Guidance
revisions
•Best practices
11/27 /2017
1
Revised Procurement Policy Manual (PPM)
2017 PPM Revisions
General
• Purchase
authorizations
•Cooperative
agreements
Specific
Procurement
Procedures
NEXT STEPS
Laws and
Regulations
• 2 CFR Part 200
•Alternative
delivery mef~o(js
Audit Matters
•Contract
Administration
•Financial
Provisions
•Task Orders
•Limited
appli cation of
certain policies to
federally funded
procurements
11/27 /2017
2
AGENDA ITEM 9
Agenda Item 9
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE: November 27, 2017
TO: Budget and Implementation Committee
FROM: Jillian Guizado, Legislative Affairs Manager
THROUGH: Aaron Hake, External Affairs Director
SUBJECT: 2018 State and Federal Legislative Platform and Federal Legislative Update
STAFF RECOMMENDATION:
This item is for the Committee to:
1) Adopt the following bill position:
a) H.R. 1 – Seek amendments;
2) Adopt the Commission’s 2018 State and Federal Legislative Platform; and
3) Forward to the Commission for final action.
BACKGROUND INFORMATION:
Federal Update
On November 17, 2017, the House of Representatives passed H.R. 1, the Tax Cuts and Jobs Act.
On November 9, 2017, the Senate released a Chairman’s Mark (a draft of a bill without legislative
text) of the Tax Cuts and Jobs Act, which is expected to receive a vote during the week of
November 27, 2017. Both proposals contain provisions which pose significant financial
consequences to the Commission and, as such, staff is recommending a “seek amendments”
position be adopted on the following three items within H.R. 1, the Senate’s tax reform plan, and
any subsequent conference legislation:
1. Advance Refunding – Under existing law, agencies have the ability to take advantage of
a one-time advance refunding, or refinancing, on municipal bonds. The tax reform
proposals would repeal this provision and eliminate the ability to advance refund bonds.
Estimated cost to the Commission if the agency is unable to take advantage of advance
refunding on 2010A and 2013A sales tax revenue bonds (tax-exempt): $28.7 million net
present value of savings from cash flow ($39 million of cash flow savings). Staff is
proposing to complete an advance refunding before the end of 2017 to head-off the
potential that this tool will no longer be available after December 31, 2017, as proposed
by H.R. 1. However, elimination of advance refundings will affect future Commission
budgets and could have an impact on nearer-term finances if the Commission is unable to
complete an advance refunding in December 2017.
168
Agenda Item 9
2. Employers’ Deduction of Commuter Benefits – Under existing law, employers are
allowed to deduct the cost of providing commuter benefits to their employees. For
example, SpaceX participates in Metrolink’s Corporate Pass program, which allows it to
purchase Metrolink passes for its employees. This saves SpaceX money on payroll taxes
and helps achieve South Coast Air Quality Management District mandates on large
employers. The tax reform proposals remove employers’ ability to deduct commuter
benefits provided to employees.
Estimated cost to the Commission: Not currently known. However, Metrolink has
reported that 17 percent, or $15 million, of its total revenues come from the Corporate
Pass Program. The tax reform proposal to eliminate this important employer deduction
could discourage employers from offering this benefit and puts Metrolink revenues at risk,
thereby increasing the financial burden on the Commission to fund Metrolink operations,
and has the potential to add more cars to our already-congested roads.
3. Private Activity Bonds – Currently, Private Activity Bonds (PABs) are issued on a tax-
exempt basis, making them an attractive option for private sector entities and non-profits
that participate in building projects, such as: low-income residential rental projects;
airports; water, sewage and solid waste treatment facilities; highway or surface freight
transfer facilities; nonprofit hospitals, universities, and museums. The House of
Representatives proposal makes PABs not tax-exempt and puts at risk a cost-effective and
attractive tool for companies and non-profits to invest in important infrastructure.
Estimated cost to the Commission: Not currently known. Staff is not aware of any
Commission projects for which PABs have been used. However, due to the dire financial
condition of the federal Highway Trust Fund and the risk of losing California Senate Bill 1
funding due to a repeal initiative, staff believes it is in the Commission’s best interest that
as many funding and financing options as possible be made available to public and private
institutions.
An important effect of the Tax Cuts and Jobs Act that may further impact the Commission
financially is the possibility of sequestration. If Congress passes a tax reform package with the
current cost of $150 billion per year, it could be forced to make an equal amount of cuts to various
government-funded programs. This includes the subsidies for Build America Bonds (BABs)
through which the Commission issued 2010 Series B sales tax revenue bonds (taxable). These
bonds were attractive during the recession due to the federal government subsidizing the
interest rate on the bonds. Sequestration has the potential to eliminate or reduce the subsidy
on an annual basis, thereby costing the Commission money. While it is not a certainty that this
type of sequester would occur, as Congress can waive the budget rules that require it, it is
important for the Commission to be aware of the potential.
169
Agenda Item 9
Estimated cost to the Commission: To date, sequestration is costing the Commission an additional
$210,000 per year in lost subsidy. If sequestration occurs again, particularly as a result of the tax
reform proposals, the Commission could face a maximum loss of an additional $3 million per year.
Without further sequestration, the current subsidy value is $57.7 million.
Staff communicated these concerns to Riverside County’s congressional delegation. Staff
proposes the Commission consider adopting a formal position to seek deletion of the three
above-mentioned positions to protect the Commission’s fiscal outlook and ability to deliver
needed transportation projects.
2018 State and Federal Legislative Platform
At the beginning of every year, the Commission adopts a legislative platform that outlines the
positions the Commission will take on various pieces of legislation, administrative policies, and
regulations. The platform addresses broad themes that are critical in both Sacramento and
Washington, D.C. These platform points allow staff, Commissioners, and the Commission’s
legislative advocates to communicate in a timely, effective manner with state and federal actors
as issues arise.
The 2018 proposed state and federal legislative platform follows closely with what the
Commission adopted in previous years and includes a few items that have been added or
adjusted to reflect policy issues that have arisen in the last year and are anticipated to be on the
horizon for 2018.
Attachment: 2018 State and Federal Legislative Platform
170
2018
State and Federal
Legislative
Platform
171
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1
OBJECTIVE: Advocate for state and federal policy and funding decisions that enable RCTC to: implement
Measure A, the Regional Transportation Plan (RTP), and adopted plans and programs; comply with state
and federal requirements; and provide greater mobility, improved quality of life, operational excellence,
and economic vitality in Riverside County.
Equity and Fairness
Funding should be distributed equitably to Riverside County.
Governance structures should give equitable voting and decision-making authority to Riverside
County.
Policies should recognize high-growth regions for their impact on the economy and environment,
looking forward.
Regional Control
Project selection and planning authority for state/federal funds should be as local as possible,
preferably in the hands of the Commission.
State/federal rulemakings, administrative processes, program guidelines, and policy development
activities should include meaningful collaboration from regional transportation agencies.
Oppose efforts by non-transportation interests to assert control over transportation funding.
Policies should be sensitive to each region’s unique needs and avoid “one size fits all” assumptions,
especially regarding the balance among highways, transit, rail, and freight; and urban, suburban,
and rural needs.
State/federal policies should align authority to select projects, manage performance, and
implement programs with state/federal mandates and responsibilities placed upon regional and
local governments.
Protect Our Authority and Revenue
Existing statutory authorities for the Commission should be preserved and protected.
Oppose efforts to infringe on the Commission’s discretion in collecting and administering its
revenue sources including, but not limited to, Measure A, tolls, TUMF.
Oppose efforts to remove or reduce tax exemption on municipal bond interest to avoid increased
costs to finance projects.
Oppose legislation that restructures or interferes with governance of the Commission or other local
and regional transportation agencies without the support and consent of the entity affected.
Support legislation that facilitates collection and remittance of sales taxes on e-commerce.
Support efforts to preserve and/or increase funding for transportation.
Innovation
Support a collaborative approach for the California Transportation Secretary’s “California
Transportation Infrastructure Priorities (CTIP)” efforts to advance innovation and reform.
173
2
Support the availability of project delivery tools such as design-build, construction
manager/general contractor, and public-private partnerships to the Commission, the State, federal
agencies, and other infrastructure agencies. Oppose efforts to add barriers to effective
implementation of such tools.
Support implementation and expansion of U.S. Department of Transportation’s “Every Day Counts”
initiative, the “Building America Transportation Investment Center” and other efforts to expedite
and advance innovation in transportation.
Project Delivery Streamlining
Support all efforts to reduce project delivery timelines while maintaining important environmental
protections.
Support reciprocity of the California Environmental Quality Act (CEQA) for the National
Environmental Protection Act (NEPA).
Support implementation of the Fixing America’s Surface Transportation Act (FAST Act) reforms to
accelerate project delivery including, but not limited to, the creation of a single NEPA document
for all federal agencies; NEPA reciprocity; expediting and improving the federal permitting review
process; and narrowing concurrence requirements.
Support further efforts to streamline the federal environmental project approval processes and
provide flexibility to meet planning requirements due to changing circumstances.
Support creation of a low-interest loan program to support habitat conservation plans that mitigate
the impacts of transportation infrastructure and make project approvals more efficient.
Support efforts to modernize the CEQA, including but not limited to:
o Reduce the Commission’s exposure to litigation;
o Increase accountability and disclosure for plaintiffs in CEQA cases;
o Limit courts’ ability to invalidate entire CEQA document when a writ of mandate can
resolve discreet issues;
o Exempt illegal actions from CEQA review; and
o Prohibit “document dumping”.
Accountability
Revenue derived from transportation sources should be spent exclusively on transportation
projects. Support measures to strengthen the relationship between transportation revenue and
expenditures; oppose measures that weaken them.
Support efforts to ensure that all projects in a voter-approved tax measure are delivered to the
public.
Encourage the adoption of on time, balanced state budgets, federal appropriations, and
authorizations, to ensure transportation projects are delivered without delay or costly stoppages,
and that adequate planning for future projects can take place.
Promote policies that ensure state and federal agencies are responsive and accountable to
Commission concerns when working on Commission projects.
Oppose efforts by non-elected, regulatory bodies to dilute, reduce, or withhold transportation
funds.
Support maximum transparency by funding agencies in revealing scoring of funding requests.
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Alignment of Responsibilities
Support strong collaborative partnerships with state and federal agencies.
Support policies that reflect and recognize self-help counties’ supermajority funding contribution
to transportation projects in California. Oppose policies that give outsized weight to minority
funding partners.
Advocate that cap-and-trade revenues be expended in a manner that enables regions to meet
greenhouse gas reduction goals in SB 375, AB 32 and SB 32.
Support policies that provide decision-making authority and flexibility to agencies bearing financial
risk for projects. Oppose policies that place unfunded mandates and other undue burdens and
restrictions on agencies that bear financial risk for projects.
Support efforts by the state and federal governments to improve maintenance and operations of
the state highway and interstate systems. Oppose efforts to realign maintenance and operations
costs and responsibilities to local or regional agencies.
Oppose efforts by the state legislature to deflect responsibility for voting on revenue for statewide
transportation to local voters.
Alternatives to Driving
Ridesharing
Support incentives to employers that enhance or create transit reimbursement or ridesharing
programs.
Oppose new mandates on employers or transportation agencies to provide ridesharing programs,
or any efforts that would result in disruption of the Commission’s ridesharing program.
Support programs and policies that support investments in new technologies that promote
ridesharing, traffic information, and commuter assistance.
Active Transportation
Support maximum regional control of project selection for Active Transportation Projects.
Transit and Rail
Support incentives for transit agencies that utilize alternative fuels.
Support inclusion and prioritization of Coachella Valley-San Gorgonio Pass Rail service in the
California State Rail Plan and other state planning and funding efforts.
Support legislation to better enable the Coachella Valley-San Gorgonio Pass Rail service to become
part of California’s intercity rail network, such as legislation to allow intercity rail joint powers
authorities to expand their service areas.
Advocate for expeditious and certain reviews and approvals for greenhouse-gas-reducing rail and
transit projects.
Support increases in funding for Capital Improvement Grants for new transit service (New and
Small Starts 5309 program) in order to create funding capacity for future rail expansion projects
and bus rapid transit service in Riverside County.
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Support efforts to provide an equitable share of funding to west coast intercity rail systems as
compared to the Northeast Corridor.
Support Metrolink’s policy and funding needs with regard to implementation of positive train
control and other rail safety items. Support efforts to prioritize high-speed rail funding for
connectivity improvements to existing transit systems and infrastructure in California’s urban
areas. In particular, support all efforts to ensure that funding is provided as soon as possible
projects included in the Memorandum of Understanding (MOU) between the California High Speed
Rail Authority (CHSRA), the Southern California Association of Governments (SCAG), and the
Commission.
Ensure that the Commission’s rights and interests in passenger rail in Southern California are
properly respected in state, federal, and regional plans and policies.
Support all transit operators in Riverside County with legislative concerns impacting the operators’
funding and operations.
Support efforts to provide for streamlined project delivery for transit projects that fulfill the goals
of AB 32 and SB 375, as well as other state and federal air quality mandates and mobility
performance measures.
Tolling
Support legislation that enhances the full and accurate capture of toll revenues, in order to protect
the Commission’s debt and congestion management obligations.
SupportEngage in legislation regarding privacy laws to ensure an appropriate balance between
customer privacy, public safety, financial obligation, and practical operations is reasonably met.
MonitorOppose legislation significantly altering the type and/or number of vehicles subject to free
or reduced toll rates, in order to protect the Commission’s debt and congestion management
obligations, and to reduce operational costs and complexity.
Monitor legislation and Administrative policies relating to interoperability of tolled facilities
statewide and nationally, in order to ensure technical feasibility, cost reasonableness, and
customer satisfaction.
Goods Movement
Support recommendations of the House Panel on 21st Century Freight Transportation.
Support Congressional action to create a new dedicated funding source for goods movement
projects, inasmuch as the funding source:
o Has a nexus to the user;
o Does not reduce funding to existing highway and transit programs;
o Provides funding to California, and Southern California in particular, commensurate with
this region and state’s significance to interstate goods movement; and
o Can be spent on grade separation projects.
Provide input to the National Freight Advisory Committee and California State Freight Advisory
Committee.
Advocate for accurate representation of Riverside County in the Primary Freight Network or other
national or statewide freight route designations.
Advocate for freight funding from state and federal sources to be distributed based on a bottoms-
up regional consensus, in consultation with state and federal freight plans.
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Projects
Support programs and policies that advantage transportation projects in Riverside County,
including but not limited to:
o Measure A-funded projects
o Grade separations
o Transit capital projects and operations by regional and municipal transit agencies
o Commuter rail capital projects and operations
o Intercity Rail Service to the Coachella Valley and San Gorgonio Pass
o Local streets and road projects sponsored by the county and municipalities
o Active Transportation Projects
o Expansion and rehabilitation of the state highway system
o Interchanges
o Safety enhancements
o Mitigation of the impacts of goods movement
o Connectivity to high-speed rail
o Connectivity to commercial airports
o Tolled Express Lanes, tolled highways, and related infrastructure and technology
Oppose policies that inhibit the efficient, timely delivery of such projects.
Support implementation of projects in other counties that are contained in the Southern California
Association of Governments RTP/Sustainable Communities Strategy when requested by other
counties and not in conflict with the Commission’s interests.
Funding
Support robust testing and analysis of California’s road charge pilot program as a potential
replacement of the state motor fuels excise tax as the primary funding mechanism for
transportation.
Encourage the federal government to authorize a program to test and analyze a pilot program to
explore potential replacement mechanisms for the federal gasoline excise tax.
Support all efforts to maintain, at the very least, level state/federal funding for transportation
programs.
Strongly support repayment of loans made to the state general fund from transportation-related
accounts.
Support re-dedication of California truck weight fees to transportation accounts.
Strongly encourage stabilization and restoration of the State Transportation Improvement Program
(STIP) from the deep cuts suffered in 2016 which impacted Riverside County projects.
Monitor legislation relating to tax collection for impacts on Measure A revenues or administration
fees.
Support maximizing flexibility and discretion over funding decisions.
Funding sources should be discretionary and distributed by population share to facilitate
expeditious project delivery and expenditure of funds.
Regional Partnerships
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Collaborate with regional transportation agencies to impact transportation funding and regulatory
policies to bring equity and fairness to the Inland Empire region.
Collaborate with public and private sector stakeholders on policy and funding matters that enhance
economic development and quality of life in the Inland Empire region.
Engage in legislative efforts impacting regional transportation agencies, particularly when the
efforts have a nexus to the Commission.
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AGENDA ITEM 10
COMMISSIONERS: PLEASE GIVE SPECIAL ATTENTION TO THE BOLD PARAGRAPH
IN THIS AGENDA ITEM.
Agenda Item 10
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE: November 27, 2017
TO: Budget and Implementation Committee
FROM: Theresia Trevino, Chief Financial Officer
THROUGH: John Standiford, Deputy Executive Director
SUBJECT: Refunding of 2010 Series A and 2013 Series A Sales Tax Revenue Bonds
STAFF RECOMMENDATION:
This item is for the Committee to:
1) Receive and file the presentation regarding the issuance of the 2017 Series B Sales Tax
Revenue Refunding Bonds (2017B Refunding Bonds);
2) Approve the refunding of a portion of the 2010 Series A Sales Tax Revenue Bonds
(2010A Bonds) and 2013 Series A Sales Tax Revenue Bonds (2013A Bonds), outstanding in
the aggregate principal amounts of $37,630,000 and $462,200,000, respectively;
3) Adopt Resolution No. 17-015, “Resolution Authorizing the Issuance and Sale of Not to
Exceed $410,075,000 Aggregate Principal Amount of Riverside County Transportation
Commission Sales Tax Revenue Refunding Bonds (Limited Tax Bonds) in One or More
Series, the Refunding of Outstanding Bonds, the Execution and Delivery of an Eighth
Supplemental Indenture, a Purchase Contract, an Official Statement, a Continuing
Disclosure Agreement and One or More Escrow Agreements, and the Taking of All Other
Actions Necessary in Connection Therewith”;
4) Approve the draft preliminary Official Statement for the issuance of not to exceed
$410,075,000 in 2017B Refunding Bonds and authorize the Executive Director to approve
and execute the printing and distribution of the final Official Statement;
5) Approve the draft Continuing Disclosure Agreement related to the 2017B Refunding
Bonds between the Riverside County Transportation Commission and Digital Assurance
Certification, L.L.C., as dissemination agent, and authorize the Executive Director to
approve and execute the final Continuing Disclosure Agreement;
6) Approve the draft Eighth Supplemental Indenture for the 2017B Refunding Bonds
between the Riverside County Transportation Commission and U.S. Bank National
Association (US Bank), as Trustee, and authorize the Executive Director to approve and
execute the final Eighth Supplemental Indenture;
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Agenda Item 10
7) Approve the draft form of the Bond Purchase Agreement between the Riverside County
Transportation Commission and Goldman, Sachs & Co. (Goldman), as Underwriter
Representative acting on behalf of itself and Merrill Lynch, Pierce, Fenner & Smith
Incorporated (BofAML); Barclays Capital Inc. (Barclays); Academy Securities (Academy);
and Fidelity Capital Markets (Fidelity), (collectively the Underwriters), for the 2017B
Refunding Bonds and authorize the Chief Financial Officer to approve and execute the
final Bond Purchase Agreement;
8) Approve the draft form of Escrow Agreement between the Commission and US Bank, as
Escrow Agent;
9) Approve the estimated costs of issuance of $625,000 and underwriters’ discount of
$1,075,000 to be paid from the bond proceeds;
10) Approve Agreement No. 05-19-510-13, Amendment No. 13 to Agreement
No. 07-31-14-00, with Orrick, Herrington, & Sutcliffe LLP (Orrick) for bond counsel services
related to the issuance of the 2017B Refunding Bonds for an additional amount of
$100,000 and a total amount not to exceed $2,850,000; and
11) Forward to the Commission for final action.
BACKGROUND INFORMATION:
In November 2002, Riverside County voters approved a 30-year renewal of the transportation
sales and use tax known as Measure A. As required by state law, Measure A includes a limitation
on the amount of bonded indebtedness that can be utilized to finance projects. The limit on the
maximum outstanding principal amount included in 2002 was $500 million and was increased to
$975 million following approval by the Riverside County voters in November 2010.
Prior to the commencement of the 2009 Measure A on July 1, 2009, the Commission established
a financing program in order to advance project development and land and right of way
acquisition. In 2005 a commercial paper program was established; its current authorization is
$60 million. Currently, the outstanding debt secured by Measure A sales tax revenues consists
of the following:
Description Final Maturity Amount
Outstanding
2005 Commercial Paper Series A Notes June 2039 $ 0
2009 Series B and C Variable Rate Bonds (Tax-Exempt) June 2029 70,800,000
2010 Series A Bonds (Tax-Exempt) June 2032 37,630,000
2010 Series B Bonds (Taxable Build America Bonds) June 2039 112,370,000
2013 Series A Bonds (Tax-Exempt) June 2039 462,200,000
2016 Series A Refunding Bonds (Tax-Exempt) June 2029 73,240,000
2017 Series A Bonds (Tax-Exempt) June 2039 158,760,000
$ 915,000,000
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Agenda Item 10
Following financial close in July of the financing for the Interstate 15 Express Lanes Project
(I-15 ELP) and State Route 91 Corridor Improvement Project (91 Project) completion, staff
intended over the next couple of years to commence consideration of refinancing opportunities
for its outstanding sales tax bonds based on the difference between the rates on the outstanding
bonds and current low interest rates.
However, on November 2, the United States House of Representatives unveiled its proposed tax
reform bill, which includes provisions that would, among other changes, no longer permit
advance refundings of tax-exempt municipal debt after December 2017. This presents a
significant risk to the Commission’s ability to lower the interest rates it pays on certain bonds by
refunding them in advance of their call dates. Accordingly, staff quickly assembled the
Commission’s financing team to update and review its refunding analysis.
Based on the preliminary analysis, which is subject to change based on market conditions, it is
projected the Commission could advance refund the portion of the outstanding 2010A Bonds and
2013A Bonds subject to optional redemption prior to maturity in the aggregate amount of
approximately $410,075,000 with the issuance of approximately $397 million of refunding bonds
at a 5 percent interest coupon rate and an estimated original issue premium of $79 million —
resulting in cash flow savings of approximately $39 million and net present value savings of cash
flow of approximately $29 million through 2039. This would result in a target of 7 percent
savings, which complies with the Commission’s debt policy requirement of net present value
savings of at least 3 percent of the amount of refunded bonds. Staff recommends the
Commission authorization for the issuance amount of refunding bonds not exceed the amount
of outstanding bonds that may potentially be refunded, or $410,075,000.
Refunding Plan
The proposed 2017B Refunding Bonds are fixed rate bonds with maturities between
June 2024 and June 2039, reflecting the maturities of the outstanding 2010A Bonds and
2013A Bonds. Although the issuance of the refunding bonds is not considered a complex
transaction requiring significant financial development and modeling, staff recommends a
negotiated debt sales process rather than a competitive bid debt sales process, as permitted in
the Commission’s debt policy, due to the urgency to complete this transaction within an
extremely short period. Staff recommends the selection of underwriters from the Commission’s
pool of qualified underwriters to participate in a negotiated debt sales process. The current pool
was established in April 2015, and underwriters from that pool participated in the financing
completed in July 2017 for the I-15 ELP and 91 Project completion. Goldman, the underwriter
selected to lead this transaction, has provided valuable information on the proposed refunding
since this summer.
The financing team that participated in the development of this proposed refunding plan and
related documents is comprised of the following key members:
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Agenda Item 10
• Financial Advisor: Fieldman
• Underwriters: Goldman, BofAML, Barclays, Fidelity, and Academy
• Bond Counsel: Orrick
• Disclosure Counsel: Norton Rose
• General Counsel: Best Best & Krieger LLP
• Trustee: US Bank
• Escrow Agent: US Bank
• Escrow Verification Agent: Causey Demgen & Moore P.C.
On December 4 in anticipation of Committee and Commission approval, Commission
representatives are scheduled to make presentations to S&P Global Ratings (S&P) and Fitch
Ratings (Fitch) on the Commission, its sales tax revenues, and related sales tax debt. Draft
documents for the issuance of the 2017B Refunding Bonds will be submitted to these rating
agencies in late November in order to obtain updated long-term debt ratings on the
Commission’s sales tax revenue debt prior to the December Commission meeting.
The proposed documents for this transaction will continue to be reviewed and revised for any
matters that arise as a result of the rating agency reviews and other matters. The preliminary
official statement is expected to be posted on December 13 following Commission approval, and
the sale of bonds is scheduled for the week of December 18. Closing of this financing transaction
is expected on December 28, as it must be completed prior to December 31 to mitigate tax reform
risks described above. The drafts of the documents for the proposed 2017B Refunding Bonds are
attached for the Commission’s adoption or approval consist of the following:
• Resolution No. 17-015 (draft) authorizing the issuance and sale of not to exceed
$410,075,000 aggregate principal amount of Riverside County Transportation
Commission sales tax revenue refunding bonds (limited tax bonds) in one or more series
and the refunding of outstanding bonds; the execution and delivery of an eighth
supplemental indenture, a purchase contract, an official statement, a continuing
disclosure agreement, and one or more escrow agreements; and the taking of all other
actions necessary in connection with this transaction (Attachment 1);
• Preliminary Official Statement (draft) for the 2017B Refunding Bonds (Attachment 2);
• Continuing disclosure agreement (draft) between the Commission and the dissemination
agent for the 2017B Refunding Bonds (Attachment 3);
• Eighth Supplemental Indenture (draft) between the Commission and the trustee
regarding the terms and conditions of the issuance of the 2017B Refunding Bonds
(Attachment 4);
• Bond Purchase Agreement (draft) between the Commission and the underwriters
regarding the purchase of the 2017B Bonds (Attachment 5); and
• Form of Escrow Agreement (draft) between the Commission and the escrow agent related
to the bonds to be advance refunded.
Additionally, staff recommends approval of the estimated costs of issuance of $625,000 for the
2017B Refunding Bonds, as well as the execution of related agreements or amendments to
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agreements as the issuance of refunding bonds was not anticipated in the FY 2017/18 budget
and/or there is not sufficient capacity in existing agreements for the additional fees. The costs
of issuance, which exclude the underwriters’ discount of approximately $1,075,000, are
summarized as follows:
Role/Purpose Amount Agreement or Amendment,
if required
Bond counsel $ 185,000 05-19-510-13
Disclosure counsel 52,000 N/A
General counsel 30,000 N/A
Financial advisor 85,000 N/A
Escrow agent 3,000 N/A
Escrow verification agent 3,000 N/A
Trustee 6,000 N/A
Rating agencies 227,000 N/A
Dissemination agent 2,500 N/A
Publication and printing 5,000 N/A
Other and contingency 26,500 N/A
Total $ 625,000
As part of the action to authorize the issuance of the 2017 Series B Refunding Bonds, the
Commission will approve the form of the preliminary Official Statement and authorize its
distribution in connection with the sale of the refunding bonds, as well as the preparation of a
final Official Statement once the bonds have been sold and priced. These offering documents
are required under state and federal securities laws prohibiting the offer and sale of securities
such as the 2017 Series B Refunding Bonds, unless all matters that would be material to an
investor in the bonds have been adequately disclosed and that 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
Series B Refunding 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 material misstatements or
omissions in the draft and to ask questions if they are unclear about the information or their
role. Some members of the financing team will be available at the Commission meeting to
respond to the identification of any misstatements or omissions or to such questions.
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Financial Information
In Fiscal Year Budget: No
No Year: FY 2016/17
FY 2016/17 Amount:
$477,200,000 (proceeds)
$477,200,000 (debt service
/other costs)
Source of
Funds:
Measure A sales tax revenue refunding bonds,
commercial paper Budget Adjustment: Yes*
Yes**
GL/Project
Accounting
No.:
30X 31 59101* $477,200,000 (refunding bond proceeds)
30X 31 96101** $475,500,000 (payment to escrow agent for refunded bonds)
30X 31 96103** $1,075,000 (underwriter’s discount)
30X 31 65520** $625,000 (professionals services costs of issuance)
Fiscal Procedures Approved: Date: 11/16/2017
Attachments:
1) Resolution No. 17-015 (draft)
2) Preliminary Official Statement (draft)
3) Continuing Disclosure Agreement (draft)
4) Eighth Supplemental Indenture (draft)
5) Bond Purchase Agreement (draft)
6) Escrow Agreement (draft)
7) Orrick Agreement No. 05-19-510-13 (draft)
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OHSUSA:767649759.2
NO. 17-015
RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF NOT TO EXCEED
$410,075,000 AGGREGATE PRINCIPAL AMOUNT OF RIVERSIDE COUNTY
TRANSPORTATION COMMISSION SALES TAX REVENUE REFUNDING BONDS
(LIMITED TAX BONDS) IN ONE OR MORE SERIES, THE REFUNDING OF
OUTSTANDING BONDS, THE EXECUTION AND DELIVERY OF AN EIGHTH
SUPPLEMENTAL INDENTURE, A PURCHASE CONTRACT, AN OFFICIAL
STATEMENT, A CONTINUING DISCLOSURE AGREEMENT AND ONE OR MORE
ESCROW AGREEMENTS, 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” (“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, 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, Ordinance No. 02-001 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
County Transportation Improvement Plan, adopted as part of Ordinance No. 02-001, 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
ATTACHMENT 1
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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, pursuant to the Sales Tax Act, and as authorized pursuant to 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 “Refunding Bond Law”) and other applicable provisions of the laws
of the State of California (collectively, the “Law”), the Commission is authorized to issue from
time to time limited tax bonds, secured and payable in whole or in part from Sales Tax Revenues,
including refunding bonds;
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 2017
Series A and its Sales Tax Revenue Refunding Bonds (Limited Tax Bonds), 2016 Series A
(collectively, the “Outstanding Sales Tax Bonds”), pursuant to an Indenture, dated as of June 1,
2008, as amended and supplemented (as it has been heretofore amended and supplemented, the
“Indenture”), by and between the Commission and U.S. Bank National Association, as trustee (the
“Trustee”), and such bonds are currently outstanding in the aggregate principal amount of $915
million;
WHEREAS, the Commission’s Sales Tax Revenue Bonds (Limited Tax Bonds), 2010
Series A (Tax-Exempt) are currently outstanding in the aggregate principal amount of $37,630,000
and the Commission’s Sales Tax Revenue Bonds (Limited Tax Bonds), 2013 Series A are currently
outstanding in the aggregate principal amount of $462,200,000;
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
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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 four hundred ten million seventy-five
thousand dollars ($410,075,000) and payable from Sales Tax Revenues on a parity with the
Outstanding Sales Tax Bonds is necessary in order to finance any or all of the following purposes,
(i) advance refunding all or a portion of the outstanding 2010 Series A Bonds (the “2010 Series A
Refunded Bonds”), (ii) advance refunding all or a portion of the outstanding 2013 Series A Bonds
(the “2013 Series A Refunded Bonds” and together with the 2010 Series A Refunded Bonds, the
“2017 Refunded Bonds”), and (iii) paying the costs of issuance incurred in connection with such
bonds, and the Commission has determined that such bonds in an amount not to exceed such
principal amount shall be issued, secured by the Sales Tax Revenues and entitled, “Riverside
County Transportation Commission Sales Tax Revenue Refunding Bonds (Limited Tax Bonds),
2017 Series B” (the “Series 2017 B Bonds”);
WHEREAS, the Commission hereby further determines that the Series 2017 B Bonds shall
be issued pursuant to an Eighth Supplemental Indenture, amending and supplementing the
Indenture (the “Eighth Supplemental Indenture”), by and between the Commission and the
Trustee;
WHEREAS, there has been prepared and presented to the Commission a proposed form
of Eighth Supplemental Indenture;
WHEREAS, in order to set forth the terms of sale of the Series 2017 B Bonds, the
Commission proposes to enter into a bond purchase agreement (the “Purchase Contract”) with
Goldman, Sachs & Co. LLC, as representative, acting on behalf of itself and Academy Securities,
Barclays Capital, Inc., Fidelity Capital Markets and Merrill Lynch, Pierce, Fenner & Smith
Incorporated (collectively, the “Underwriters”);
WHEREAS, the following documents have been prepared and presented to the
Commission (collectively, the “Financing Documents”):
(1) a proposed form of Eighth Supplemental Indenture, by and between the
Commission and the Trustee, providing for the issuance of the Series 2017
B Bonds;
(2) a proposed form of Purchase Contract setting forth the terms of sale of the
Series 2017 B Bonds;
(3) a proposed form of official statement in preliminary form to be distributed
in connection with the offering and sale of the Series 2017 B Bonds (the
“Official Statement”);
(4) a proposed form of Continuing Disclosure Agreement to be executed and
delivered by the Commission (the “Continuing Disclosure Agreement”) to
assist the Underwriters in satisfying their respective obligations under Rule
15c2-12 promulgated by the Securities and Exchange Commission;
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(5) a proposed form of Escrow Agreement (the “Escrow Agreement”), by and
between the Commission and the Trustee, as Escrow Agent (the “Escrow
Agent”);
WHEREAS, the Commission has been presented with proposed forms of the Financing
Documents relating to the financing described herein (the “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 Financing and to authorize and direct the consummation of the Financing; and
WHEREAS, all acts, conditions and things required by the Sales Tax Law, the Law and
the Constitution and laws of the State of California to exist, to have happened and to have been
performed precedent to and in connection with the issuance of the Series 2017 B Bonds and
consummation of the Financing authorized hereby do exist, have happened and have been
performed in regular and due time, form and manner as required by law, and the Commission is
now duly authorized and empowered, pursuant to each and every requirement of law, to authorize
such Financing and to authorize the execution of the Financing Documents in final form, for the
purposes, in the manner and upon the terms provided;
NOW THEREFORE, THE RIVERSIDE COUNTY TRANSPORTATION
COMMISSION RESOLVES:
Section 1. The Commission finds and determines that the foregoing recitals are true
and correct and makes them an effective part of this Resolution by incorporating them herein by
reference.
Section 2. The issuance by the Commission of not to exceed $410,075,000 aggregate
principal amount of Riverside County Transportation Commission Sales Tax Revenue Refunding
Bonds (Limited Tax Bonds), 2017 Series B, 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 Indenture and the Eighth Supplemental Indenture, in one or more series or subseries, in order
to provide funds for any or all of the following purposes, (i) advance refunding all or a portion of
the outstanding 2010 Series A Bonds, (ii) advance refunding all or a portion of the outstanding
2013 Series A Bonds, and (iii) paying the costs of issuance incurred in connection with such
bonds, is hereby authorized and approved.
Section 3. The proposed form of Eighth Supplemental 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 rate or 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 B Bonds shall be (subject to
the foregoing limitations) as provided in the Indenture and the Eighth Supplemental Indenture as
finally executed and delivered. The Executive Director of the Commission (the “Executive
Director”) is hereby authorized and directed, for and in the name and on behalf of the Commission,
to execute and deliver the Eighth Supplemental Indenture, in substantially said form, with such
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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 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 B Bonds
to the Underwriters pursuant to the Purchase Contract, with the Underwriters’ compensation not
to exceed [1.00]% of the principal amount of the Series 2017 B 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 Underwriters of copies of the
Official Statement in final form to the purchasers of the Series 2017 B Bonds and the distribution
by the Underwriters of the Official Statement in preliminary form to potential purchasers of the
Series 2017 B Bonds are 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 Escrow 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 one or more Escrow Agreements, each
relating to one or both series of 2010 Series A Refunded Bonds and 2013 Series A Refunded
Bonds, as applicable, 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 8. The Executive Director is hereby authorized to enter into or to instruct the
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 Indenture, including the Eighth Supplemental Indenture, or the Escrow
Agreements, on such terms as the Executive Director 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
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in combination with the Series 2017 B Bonds or enhance the relationship between risk and return
with respect to investments.
Section 9. 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 B Bonds, including, without limitation, any
amendment of any of the documents authorized by this Resolution or other agreements related
thereto, and any of the foregoing that may be necessary or desirable in connection with any reserve
facility, any investment of proceeds of the Series 2017 B Bonds, or in connection with the addition,
subtraction or replacement of underwriters, or any agreements with consultants, paying agents,
escrow agents or verification agents, the removal or replacement of the Trustee or any similar
action may be given or taken by the Executive Director, the Deputy Executive Director of the
Commission or the Chief Financial Officer of the Commission, acting singly (each, an “Authorized
Officer”), without further authorization or direction by the Commission, and each Authorized
Officer, acting singly, is hereby authorized and directed to give any such approval, consent,
direction, notice, order, request, or other action and to execute such documents and take any such
action which such Authorized Officer may deem necessary or desirable to further the purposes of
this Resolution.
Section 10. All actions heretofore taken by the officers and agents of the Commission
with respect to the Financing, the Financing Documents and the issuance and sale of the Series
2017 B 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 B Bonds. The
Chief Financial Officer of the Commission shall act as the Auditor-Controller of the Commission
for execution of the Series 2017 B Bonds and is hereby authorized to execute and attest to the
execution of such Series 2017 B Bonds. 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, no litigation certificates, certificates concerning the contents of
the Official Statement and the representations and warranties in the Purchase Contract and the
other Financing Documents, any tax certificates or agreements, any agreements for depository or
verification services, reimbursement agreements, investment instructions, including investments
in State and Local Government Series treasury securities and other investments permitted pursuant
to the Indenture, including the Eighth Supplemental Indenture, and any agreements for rebate
compliance services, which they, or any of them, may deem necessary or advisable in order to
consummate the Financing, the issuance and sale of the Series 2017 B Bonds, the execution and
delivery of the Financing Documents 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 Refunding
Bond Law, the Series 2017 B Bonds and the other documents approved hereby.
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Section 11. This Resolution shall take effect immediately upon its adoption and
approval.
APPROVED AND ADOPTED by the Riverside County Transportation Commission at
its meeting on December 13, 2017.
By:
Chair, 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, Tara Byerly, Deputy 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
December 13, 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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23801920.2
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 Series B 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 Series B 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
Series B Bonds. See “TAX MATTERS.”
$[Par Amount]*
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
Sales Tax Revenue Refunding Bonds
(Limited Tax Bonds)
2017 Series B
Dated: Date of Delivery Due: June 1, as shown on inside cover
The Sales Tax Revenue Refunding Bonds described above (the “2017 Series B 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 an Eighth Supplemental Indenture, dated as of December 1, 2017, between the Commission and
the Trustee (collectively, the “Indenture”). The proceeds of the 2017 Series B Bonds will be applied to (i) refund all
of the Outstanding 2010 Series A Bonds and a portion of the Outstanding 2013 Bonds (each as defined herein) and
(ii) pay the costs of issuance of the 2017 Series B Bonds. See “PLAN OF REFUNDING” and “ESTIMATED
SOURCES AND USES OF PROCEEDS.”
Interest on the 2017 Series B Bonds will be payable on each June 1 and December 1, commencing June 1, 2018.
The 2017 Series B Bonds are initially being issued as fully registered bonds without coupons in the denominations of
$5,000 and any integral multiple thereof. The 2017 Series B Bonds will be registered in the name of Cede & Co., as
holder of the 2017 Series B Bonds and nominee for The Depository Trust Company (“DTC”). Purchasers will not
receive physical certificates representing their interest in the 2017 Series B Bonds purchased. The principal or
redemption price of and interest on the 2017 Series B 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 Series B Bonds.
The 2017 Series B Bonds will be subject to redemption as described herein. See “THE 2017 BONDS” herein.
The 2017 Series B 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 Department of Tax and Fee Administration), 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 Series B Bonds are secured by a pledge of the Revenues on a parity with the 2009 Bonds, the 2010
Bonds, the 2013 Bonds, the 2016 Bonds, the 2017 Series A 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 without notice. 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
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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 Series B Bonds.
The 2017 Series B 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. Certain legal matters will be passed on for the Underwriters by Stradling Yocca Carlson & Rauth,
A Professional Corporation, as their counsel. It is anticipated that the 2017 Series B Bonds will be available for
delivery through the book-entry facilities of DTC on or about December __, 2017.
BofA Merrill Lynch Goldman Sachs & Co. LLC
Barclays Capital
Academy Securities Fidelity Capital Markets
Dated: December __, 2017
Commented [TT1]: Goldman is bookrunner and BAML and
Barclays are co-senior managers.
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23801920.2
MATURITY SCHEDULE
$[Par Amount]*
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
Sales Tax Revenue Refunding Bonds
(Limited Tax Bonds)
2017 Series B
Maturity Date
(June 1)
Principal
Amount
Interest
Rate
Yield
Price
CUSIP†
(769125)
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2032
2033
2034
2035
2035
2036
2037
2038
2039
________________________________
* 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 Series B Bonds. The Commission and the Municipal Advisor are not responsible for the selection or accuracy
of the CUSIP numbers set forth herein.
Commented [TT2]: Refunding just the callables.
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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 Series B 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 Series B Bonds. Neither the delivery of this Official Statement nor the sale of any of the 2017 Series B
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 Series B Bonds, the Underwriters in connection with any
reoffering may over-allot or effect transactions which stabilize or maintain the market price of the 2017 Series B
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 Series B
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.
This Official Statement, including any supplement or amendment hereto, is intended to be deposited with
the Municipal Securities Rulemaking Board through the Electronic Municipal Market Access (“EMMA”) website at
http://emma.msrb.org/. The Commission also maintains a website. However, the information presented therein is not
incorporated into this Official Statement and must not be relied on in making an investment decision with respect to
the 2017 Series B Bonds.
References to web site addresses presented herein are for informational purposes only and may be in the form
of a hyperlink solely for the reader’s convenience. Unless specified otherwise, such websites and the information or
links contained therein are not incorporated into, and are not part of, this Official Statement for purposes of, and as
that term is defined in, SEC Rule 15c2-12.
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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.
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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)
V. Manuel Perez (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)
Lloyd White (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)
Randall Bonner (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, Inc.
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
Verification Agent
[to come]Causey Demgen & Moore P.C.
Commented [TT3]: Will need to take another look before post
POS and OS, as I believe a few of these did not run for reelection or
lost in recent elections. Changes usually occur beginning in
December.
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TABLE OF CONTENTS
Page
23801920.2 i
INTRODUCTION ......................................................................................................................... 1
General ............................................................................................................................... 1
The Commission ................................................................................................................ 1
Authority for Issuance........................................................................................................ 2
Purpose and Application of Proceeds ................................................................................ 2
The 2017 Series B Bonds ................................................................................................... 2
Security for the 2017 Series B Bonds ................................................................................ 2
No Reserve Fund................................................................................................................ 3
Continuing Disclosure ....................................................................................................... 3
References .......................................................................................................................... 4
THE 2017 SERIES B BONDS ...................................................................................................... 4
General ............................................................................................................................... 4
Redemption of 2017 Series B Bonds ................................................................................. 4
Selection of 2017 Series B Bonds for Redemption ........................................................... 5
Notice of Redemption ........................................................................................................ 5
Purchase In Lieu of Redemption ........................................................................................ 5
PLAN OF REFUNDING ............................................................................................................... 6
ESTIMATED SOURCES AND USES OF PROCEEDS .............................................................. 6
DEBT SERVICE SCHEDULE (AS OF NOVEMBER 30, 2017) ................................................ 7
SECURITY AND SOURCES OF PAYMENT FOR THE 2017 SERIES B BONDS .................. 8
Limited Obligation ............................................................................................................. 8
Pledge of Revenues ............................................................................................................ 8
Revenue Fund; Allocation of Revenues ............................................................................ 9
No Reserve Fund.............................................................................................................. 12
Additional Bonds and Parity Obligations ........................................................................ 12
OTHER SALES TAX OBLIGATIONS ...................................................................................... 14
Existing Bonds ................................................................................................................. 14
BofA Swap Agreement .................................................................................................... 15
Subordinate Obligations................................................................................................... 16
Limitation on Outstanding Sales Tax Obligations ........................................................... 17
THE SALES TAX ....................................................................................................................... 17
General ............................................................................................................................. 17
Collection of Sales Tax Revenues ................................................................................... 18
Historical Sales Tax Revenues......................................................................................... 19
RIVERSIDE COUNTY TRANSPORTATION COMMISSION ................................................ 20
General ............................................................................................................................. 20
The Transportation Expenditure Plan .............................................................................. 21
Commissioners ................................................................................................................. 22
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TABLE OF CONTENTS
(continued)
Page
23801920.2 ii
Executive Staff ................................................................................................................. 22
Cash and Investments ...................................................................................................... 23
Debt Management Policy ................................................................................................. 23
I-15 Express Lanes Project .............................................................................................. 23
Riverside SR-91 Corridor Improvement Project ............................................................. 25
RISK FACTORS ......................................................................................................................... 26
Economic Conditions ....................................................................................................... 26
Investments ...................................................................................................................... 26
Parity with Liquidity Facility Bonds................................................................................ 27
The Sales Tax ................................................................................................................... 27
Increased Internet Use May Reduce Sales Tax Revenues ............................................... 27
Proposition 218 ................................................................................................................ 27
Further Initiatives ............................................................................................................. 28
Loss of Tax Exemption .................................................................................................... 28
Reduction in Subsidy Payments....................................................................................... 28
Financial and Operating Risks of the Riverside SR-91 Corridor Improvement
Project and the I-15 Express Lanes Project ......................................................... 29
Impact of Bankruptcy of the Commission ....................................................................... 29
FINANCIAL STATEMENTS ..................................................................................................... 31
LITIGATION ............................................................................................................................... 31
TAX MATTERS .......................................................................................................................... 31
CERTAIN LEGAL MATTERS .................................................................................................. 33
RATINGS .................................................................................................................................... 34
VERIFICATION OF MATHEMATICAL ACCURACY ........................................................... 34
UNDERWRITING ...................................................................................................................... 35
MUNICIPAL ADVISOR............................................................................................................. 36
CONTINUING DISCLOSURE ................................................................................................... 36
MISCELLANEOUS .................................................................................................................... 36
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TABLE OF CONTENTS
(continued)
Page
23801920.2 iii
APPENDIX A – COMMISSION AUDITED FINANCIAL STATEMENTS FOR
FISCAL YEAR ENDED JUNE 30, 2017.................................................... 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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OFFICIAL STATEMENT
$[Par Amount]*
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
Sales Tax Revenue Refunding Bonds
(Limited Tax Bonds)
2017 Series B
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 $[Par Amount]* principal amount of Riverside County
Transportation Commission Sales Tax Revenue Refunding Bonds (Limited Tax Bonds), 2017
Series A B (the “2017 Series B Bonds”). As used herein, the term “Bonds” means any Bonds,
including the 2017 Series B 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 2,384,783 as of January 1, 2017. See “APPENDIX B – COUNTY
OF RIVERSIDE DEMOGRAPHIC AND ECONOMIC INFORMATION.”
* Preliminary, subject to change.
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Authority for Issuance
The 2017 Series B 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 an Eighth Supplemental Indenture, dated as of
December 1, 2017 (the “Eighth 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 Series B Bonds will be applied to (i) refund all of the Outstanding
Sales Tax Revenue Bonds (Limited Tax Bonds), 2010 Series A (Tax-Exempt) (the “2010 Series
A Bonds”) and a portion of the Outstanding Sales Tax Revenue Bonds (Limited Tax Bonds), 2013
Series A (the “2013 Bonds”) and (ii) pay the costs of issuance of the 2017 Series B Bonds. See
“PLAN OF REFUNDING” and “ESTIMATED SOURCES AND USES OF PROCEEDS.”
The 2017 Series B Bonds
Interest on the 2017 Series B Bonds will be payable on each June 1 and December 1,
commencing June 1, 2018. The 2017 Series B Bonds will be issued as fully registered bonds
without coupons in the denominations of $5,000 and any integral multiple thereof. The 2017 Series
B Bonds will be registered in the name of Cede & Co., as holder of the 2017 Series B Bonds and
nominee for The Depository Trust Company (“DTC”). Purchasers will not receive physical
certificates representing their interest in the 2017 Series B Bonds purchased. The 2017 Series B
Bonds will be subject to redemption prior to their maturity. See “THE 2017 BONDS –
Redemption of 2017 Series B Bonds.”
Security for the 2017 Series B Bonds
The 2017 Series B Bonds will be 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
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of an administrative fee paid to the California Department of Tax and Fee Administration
(“CDTFA”) 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 Taxpayer Transparency and Fairness Act of 2017 restructured the California State
Board of Equalization (the “Board of Equalization”) into three separate entities: the State Board
of Equalization, the CDTFA and the Office of Tax Appeals. The CDTFA handles most of the taxes
and fees previously collected by the Board of Equalization, including, as of July 1, 2017, the Sales
Tax.
The 2017 Series B Bonds will be secured by a pledge of the Revenues on a parity with the
Sales Tax Revenue Bonds (Limited Tax Bonds), 2009 Series B and 2009 Series C (collectively,
the “2009 Bonds”), the 2010 Series A Bonds, the 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”), the 2013 Bonds, the Sales Tax Revenue Refunding
Bonds (Limited Tax Bonds), 2016 Series A (the “2016 Bonds”), and the Sales Tax Revenue Bonds
(Limited Tax Bonds), 2017 Series A (the “2017 Series A Bonds”) of the Commission, and any
Additional Bonds and Parity Obligations issued or incurred under the Indenture (the 2009 Bonds,
the 2010 Bonds, the 2013 Bonds, the 2016 Bonds, the 2017 Series A Bonds, the 2017 Series B
Bonds and any Additional Bonds are collectively referred to herein as the “Bonds”). The Bonds
are currently Outstanding in the aggregate principal amount of $____________. $915 million. 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 Series B 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 Series
B 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 Series B Bonds in complying with Rule 15c2-12, as amended (the
“Rule”) of the U.S. Securities and Exchange Commission (the “SEC”) promulgated under the
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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.
THE 2017 SERIES B BONDS
General
The 2017 Series B 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 Series B Bonds will be
payable on each June 1 and December 1, commencing June 1, 2018, and will be computed on the
basis of a 360-day year comprised of twelve 30-day months.
Interest on each 2017 Series B 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
Series B 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 Series B 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 Series B 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 Series B 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 Series B 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 Series B 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 Series B Bonds are in
DTC’s book-entry system.
Redemption of 2017 Series B Bonds *
Optional Redemption. The 2017 Series B Bonds maturing on or after June 1, 2028 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, 2027 at
* Preliminary, subject to change.
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the principal amount of 2017 Series B Bonds called for redemption plus accrued interest to the
date fixed for redemption, without premium.
Sufficient Funds Required for Conditional Optional Redemption. Any optional
redemption of 2017 Series B Bonds and notice thereof may be conditional and shall be 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 Series B Bonds called for
redemption.
Selection of 2017 Series B Bonds for Redemption
The Commission shall designate which maturities of any 2017 Series B Bonds are to be
called for optional redemption. If less than all 2017 Series B Bonds maturing by their terms on
any one date are to be redeemed at any one time, the Trustee shall select the 2017 Series B 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 Series B Bonds so selected
for redemption. For purposes of such selection, 2017 Series B 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 Series B 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 Series B 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 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 Series B Bonds
on the open market. In lieu of mandatory redemption, the Commission may surrender to the
Trustee for cancellation 2017 Series B Bonds purchased on the open market, and such 2017 Series
B Bonds shall be cancelled by the Trustee. If any 2017 Series B Bonds are so cancelled, the
Commission may designate the Mandatory Sinking Account Payments or portions thereof within
such Series of the 2017 Series A B Bonds so purchased that are to be reduced as a result of such
cancellation.
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PLAN OF REFUNDING
The proceeds of the 2017 Series B Bonds will be applied to (i) refund all of the Outstanding
2010 Series A Bonds and a portion of the Outstanding 2013 Bonds and (ii) pay the costs of issuance
of the 2017 Series B Bonds. See “ESTIMATED SOURCES AND USES OF PROCEEDS.”
All of the Outstanding 2010 Series A Bonds will be advance refunded by depositing a
portion of the proceeds of the 2017 Series B Bonds, together with other available amounts, with
U.S. Bank National Association, as escrow agent (the “Escrow Agent”) to pay the 2010 Series A
Bonds through June 1, 2020 and to redeem the 2010 Series A Bonds on June 1, 2020, at a
redemption price equal to the principal amount thereof, without premium, plus accrued interest to
the redemption date. The Outstanding 2013 Bonds maturing in the years ___ 2024 through ___,
2039, inclusive (the “2013 Refunded Bonds” and, together with the 2010 Series A Bonds, the
“Refunded Bonds”) will be advance refunded by depositing a portion of the proceeds of the 2017
Series B Bonds, together with other available amounts, with the Escrow Agent to pay the 2013
Refunded Bonds through June 1, 2023 and to redeem the 2013 Refunded Bonds on June 1, 2023,
at a redemption price equal to the principal amount thereof, without premium, plus accrued interest
to the redemption date. The Commission and the Escrow Agent will enter into separate Escrow
Agreements for each advance refunding.
_______________, Causey Demgen & Moore P.C., as verification agent (the “Verification
Agent”) will verify the computations concluding that the moneys and Defeasance Securities
deposited in the Escrow Funds for the Refunded Bonds will together produce sufficient funds to
provide for the payment of principal of and interest on the Refunded Bonds. See “VERIFICATION
OF MATHEMATICAL COMPUTATIONS” herein.
ESTIMATED SOURCES AND USES OF PROCEEDS
The proceeds from the sale of the 2017 Series B Bonds, and other available amounts, are
expected to be applied as follows:
Sources of Funds:
Principal Amount $
Premium
Release of Refunded Bond Amounts
Total Sources: $
Uses of Funds:
Deposit into Escrow Fund for 2010 Series A Bonds $
Deposit into Escrow Fund for 2013 Refunded Bonds
Costs of Issuance(1)
Total Uses: $
________________
(1) Includes the Underwriters’ discount, Rating Agency fees, initial fees and expenses of the Trustee and
Verification Agent, printing costs, fees and expenses of Bond Counsel, Disclosure Counsel and the
Municipal Advisor and other miscellaneous costs of issuance for the 2017 Series B Bonds.
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DEBT SERVICE SCHEDULE
(As of November 30, 2017)
2017 Series B Bonds
Fiscal
Year
Ending
June 30
2009
Bonds(1)
2010
Series A
Bonds*
2010 Series B
Bonds*
2010 Series B
Subsidy
Payments(2)
2013
Bonds*(3)
2016
Bonds
2017
Series A
Bonds Principal Interest Total(4)
Annual
Net Debt
Service(4)
2018 $ 7,204,268 $ 1,881,500 $ 7,649,026 $ (2,982,113) $ 34,980,556 $ 7,453,350 $ 10,410,211
2019 7,235,014 1,881,500 7,649,026 (2,982,113) 34,983,113 7,453,100 12,015,513
2020 7,264,591 1,881,500 7,649,026 (2,982,113) 34,978,613 7,451,100 12,012,013
2021 7,274,432 1,881,500 7,649,026 (2,982,113) 34,979,113 7,451,850 12,016,313
2022 7,383,094 1,881,500 7,649,026 (2,982,113) 34,982,863 7,454,600 12,014,563
2023 7,380,728 1,881,500 7,649,026 (2,982,113) 34,983,113 7,453,600 12,016,563
2024 7,475,027 1,881,500 7,649,026 (2,982,113) 34,978,363 7,453,350 12,012,563
2025 7,450,235 1,881,500 7,649,026 (2,982,113) 34,978,550 7,453,100 12,015,563
2026 7,522,107 1,881,500 7,649,026 (2,982,113) 34,981,213 7,454,500 12,014,563
2027 7,582,942 1,881,500 7,649,026 (2,982,113) 34,978,988 7,454,900 12,014,063
2028 7,634,201 1,881,500 7,649,026 (2,982,113) 34,979,775 7,454,400 12,013,313
2029 7,671,500 1,881,500 7,649,026 (2,982,113) 34,980,950 7,451,100 12,016,563
2030 - 13,986,500 7,649,026 (2,982,113) 34,979,888 - 12,012,813
2031 - 13,986,250 7,649,026 (2,982,113) 34,978,963 - 12,016,563
2032 - 13,455,750 8,179,026 (2,982,113) 34,980,288 - 12,011,563
2033 - - 21,622,949 (2,969,486) 34,980,713 - 12,015,313
2034 - - 21,289,288 (2,635,704) 34,982,088 - 12,012,063
2035 - - 20,938,424 (2,287,152) 34,971,000 - 12,012,563
2036 - - 20,578,655 (1,923,233) 34,979,563 - 12,015,000
2037 - - 20,197,598 (1,543,113) 34,983,050 - 12,015,750
2038 - - 19,733,552 (1,081,598) 34,982,788 - 12,011,750
2039 - - 19,203,899 (550,754) 34,979,838 - 12,012,000
Total(4) $89,078,139 $64,006,500 $258,829,752 $(57,722,730) $4769,563,381 $89,438,950 $262,707,173
________________
* Represents debt service prior to the refunding, see “PLAN OF REFUNDING.”
(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 bewas paid from amounts deposited into the 2013 Capitalized Interest Fund.
(4) Totals presented may not add due to rounding.
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SECURITY AND SOURCES OF PAYMENT FOR THE 2017 SERIES B BONDS
Limited Obligation
THE 2017 SERIES B BONDS ARE LIMITED TAX BOND 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 SERIES B BONDS EXCEPT
FROM REVENUES AND THOSE CERTAIN OTHER FUNDS PLEDGED UNDER THE
INDENTURE. THE 2017 SERIES B 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 SERIES B BONDS, THEIR INTEREST, OR ANY
PREMIUM DUE UPON REDEMPTION OF THE 2017 SERIES B BONDS. THE 2017 SERIES
B 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 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 Series B 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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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 CDTFA 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 Series B 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 Agreements that are Parity Obligations shall be deposited in the
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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.
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 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
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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 SERIES B 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.
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.
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 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.
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Any Revenues remaining in the Revenue Fund after the foregoing transfers described in (1), (2),
(3), (4) and (5) above, shall be used to fund the I-15 Trust Fund (as defined herein). Thereafter,
except as the Commission shall otherwise direct in writing or as is otherwise provided in a
supplemental indenture, any remaining Revenues 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, and the Principal
Fund, including the Sinking Accounts therein, 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 Series B Bonds. No other
Outstanding Bonds are secured by a reserve fund.
Additional Bonds and Parity Obligations
The Commission currently has $__________ $915 million in aggregate principal amount
of its Bonds Outstanding, payable from Sales Tax Revenues on a parity with the 2017 Series B
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 Series B Bonds, but
only upon compliance by the Commission with the provisions of the Indenture, including the
conditions that:
(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
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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).
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).
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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 July 11, 2017, the Commission issued $158,760,000 in original aggregate principal
amount of its Sales Tax Revenue Bonds (Limited Tax Bonds) 2017 Series A, which are currently
outstanding in the aggregate principal amount of $158,760,000. The 2017 Series A Bonds mature,
subject to optional and mandatory sinking fund redemption prior thereto, on June 1, 2039.
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. The A portion
of the 2013 Refunded Bonds are expected to be refunded with a portion of the proceeds of the
2017 Series B Bonds, and other available amounts. See “PLAN OF REFUNDING.”
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) 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), 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. All of the 2010 Series A Bonds are expected to be
refunded with a portion of the proceeds of the 2017 Series B Bonds, and other available amounts.
See “PLAN OF REFUNDING.”
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 automatic spending cuts known
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as the sequester. As a result of the sequester, Subsidy Payments for the 2010 Series B Bonds will
be reduced by 6.6% for the federal fiscal year ending September 30, 2018 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 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 Series B 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 DBAG Swap
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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 Series B 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
_________, December __, 2017, if the Commission terminated the BofA Swap Agreement, it
would owe BofA a termination payment in the amount of $________. 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 Series B 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 Series B 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 $30,000,0000 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 the $30,000,000
in principal amount of the Notes currently outstanding with a portion of the proceeds from the
2017 Series B Bonds. See “PLAN OF REFUNDING” and “ESTIMATED SOURCES AND USES
Commented [TT4]: There is no outstanding CP and will not be
prior to issuance of these bonds.
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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 20172020, 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 Series
B 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 SERIES B 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 SERIES B 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
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 CDTFA. The Commission and the
CDTFA 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 CDTRACDTFA,
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 SERIES B BONDS” herein. The remaining unapplied Sales Tax Revenues, if any, are
applied to pay fees, expenses and similar charges relating to any Liquidity Facility or Credit
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Enhancement, or otherwise owing in connection with the Bonds or Parity Obligations, or to fund
the I-15 Trust Fund (as defined herein) and thereafter are transferred to the Commission for use
for any purpose contemplated by the Ordinance. The fee that the CDTRA CDTFA is authorized
to charge for collection of the Sales Tax is determined by State legislation. The CDTRA CDTFA
fee for collection of the Sales Tax for Fiscal Year 2017-18 is expected to be $2,025,120.
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
2008 $142,537,548 -
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
2017 175,320,207 4.5859
________________
(1) Net of the CDTRA’s CDTFA’s administrative fee.
Source: The Commission.
Sales Tax receipts (net of the CDTRA’s administrative fee) for the Fiscal Year ending June
30, 2017 were $172,996,077. Sales Tax receipts (net of the CDTRA’s CDTFA’s fee) for the first
two quartersfive months of the Fiscal Year ending June 30, 2018 were $71,889,411. 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.”
The following table sets forth the Maximum Annual Debt Service coverage on the Bonds
(including the 2017 Series B Bonds) based on Sales Tax Revenues for the Fiscal Year ended June
30, 2017.
Sales Tax Revenues
Fiscal Year Ended
June 30, 2017
Maximum Annual
Debt Service on all Bonds(1)
Coverage Ratio
$175,320,207 $____(2) ___(2)
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________________
(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 2010 Series B 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 June 30, [2029]. See “DEBT SERVICE
SCHEDULE” and “RISK FACTORS – Reduction in Subsidy Payments” herein. The 2010 Series A
Bonds are expected to be refunded in full with a portion of the proceeds of the 2017 Series B Bonds and
other available amounts, see “PLAN OF REFUNDING.”
(2) Includes debt service on 2017 Series B Bonds.
Source: The Commission and Fieldman, Rolapp & Associates, Inc.
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 – 597 240
call boxes along the County roadways and 21 20 FSP tow trucks providing assistance to more than
4340,000 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
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
Commented [TT5]: What about the 2013 Bonds to be refunded?
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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.
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
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.
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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 34 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. Her responsibilities include financial, budget,
procurement, investment and debt management of a multi-modal program that includes highway,
transit, rail, motorist assistance, and tolling. Ms. Trevino manages one of the largest self-help
transportation sales tax financing programs in California and the toll revenue financing program.
Ms. Trevino previously worked as Manager of Accounting and Financial Reporting for the Orange
County Transportation Authority. 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. She is a Certified Public Accountant in California and completed the Leadership
Academy of the International Bridge, Tunnel and Turnpike Association. Ms. Trevino received a
bachelor of science degree in accounting from Loyola Marymount University with Magna Cum
Laude Honors.
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Cash and Investments
As of __________, October 31, 2017 (based on unaudited financial information), the
Commission had approximately $___ 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 $___ million and
discretionary (operating) accounts of approximately $___ million. The non-discretionary trust
accounts are primarily invested in specific debt securities and money market mutual funds.
Approximately $___ million represents the 2013 Toll Revenue Bonds and 2013 Bond proceeds
and toll revenues that secure the 2013 Toll Revenue Bonds and 2017 Series A Bond proceeds that
secure the 2017 Series A Bonds and are not available as security for the 2017 Series B Bonds.
The discretionary accounts were invested, as of ________, October 31, 2017, as follows:
Cash and Investments
Percentage of Total Book Value
as of May October 31, 2017
Riverside County Pooled Investment Fund %
Local Agency Investment Fund
Operations Pooled Investments (in debt securities)
Bank deposits
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, 2017.”
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. [update for SB 1096]
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.
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 one to two tolled express lanes in each direction
on I-15 between Cajalco Road and State Route 60 (SR-60), a distance of approximately 15 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/SR-60 Interchange just south of the San Bernardino County line. The Commission
Commented [TT6]: We are wrapping up October bank recs and
will get you this info early next week. Will try to get November
done by 12/13 before post POS but not sure.
Commented [TT7]: I’m not aware that we need to update the
debt management policy. If we do, we need to add that to the
advance refunding transaction item going to board for approval in
December.
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expects the I-15 Express Lanes Project to 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. Project elements
include the construction of a series of sound walls along the 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 construction to commence in 2018. The tolled express lanes are expected
to be open in mid-2020.
The Commission and the United States Department of Transportation, acting by and
through the Executive Director of the Build America Bureau (the “TIFIA Lender”), executed a
TIFIA Loan Agreement on July 20, 2017 (the “TIFIA Loan Agreement”), providing for a direct
loan under the Transportation Infrastructure Finance and Innovation Act of 1998 (the “TIFIA
Loan”) of up to $152,500,000214,260. The TIFIA Loan is payable from and secured by toll
revenues generated by the I-15 Express Lanes Project (“Toll Revenues”) pursuant to a Master
Indenture (I-15 Toll Road) (the “I-15 Toll Indenture”) that is be separate from the Indenture. The
amounts advanced to the Toll Trustee as the Commission Initial Loan (as defined below) and the
backstop loan are repaid to the Commission from Toll Revenues. The proceeds of the TIFIA Loan
will be used, together with a portion of the proceeds of the 2017 Series A Bonds and certain other
funds of the Commission, to finance the acquisition and construction of the I-15 Express Lanes
Project. See “RIVERSIDE COUNTY TRANSPORTATION COMMISSION—The
Transportation Expenditure Plan.”
Pursuant to the I-15 Toll 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
Commission has covenanted to deposit in a separate fund designated as the “I-15 Trust Fund” the
following amounts (the “Commission Initial Loan”) from Sales Tax Revenues on a basis
subordinate to deposits securing the Bonds and the Notes:
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 I-15 Trust Fund
and transferred to the Toll Trustee, as provided in the I-15 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 I-15 Toll
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Indenture. Such deposits are expected to be made by the Commission from Sales Tax Revenues
of the Commission available for such purpose. The Commission may elect, under certain
circumstances, to advance the payments to the Toll Trustee in which case the amounts, other than
the aggregate amount of $18,000,000, may be increased and period of transfer shortened.
The Commission further covenants to set aside in the I-15 Trust Fund from Sales Tax
Revenues on a basis subordinate to deposits securing the Bonds and the Notes to provide additional
payments as a conditional backstop loan if Toll Revenues are insufficient. The backstop loan
payments will be made in the Fiscal Years 2025 through 2039 in an annual amount not to exceed
$3,850,000. 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 I-15 Toll Indenture and the amount requested will only be in the amount of such
deficiency subject to the limits set forth in the I-15 Toll Indenture.
Payment of the Bonds, including the 2017 Series B 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 I-15 Toll Indenture.
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 91 Express Lanes”) are operated in each direction by the Orange County
Transportation Authority. The OCTA 91 Express Lanes were constructed in the median area of
SR-91, beginning west of the SR-91/State Route 55 interchange and terminating 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 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 continues 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 on SR-91 are referred
to herein as the “RCTC 91 Express Lanes.”
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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 SR-91/I-15 interchange; and the installation of an electronic toll collection and enforcement
system. The general purpose lanes and the express lanes, including the direct tolled connector,
opened to traffic in March 2017 upon substantial completion. Final acceptance of the RCTC SR-
91 Corridor Improvement Project is expected in November 2017, with close-out activities for the
project concluding in March 2018.
Payment of the Bonds, including the 2017 Series B Bonds from Sales Tax Revenues is not
conditioned upon the construction or operation of the RCTC 91 Express Lanes or the payment of
the TIFIA loan for such project or any obligations issued under the RCTC 91 Express Lanes toll
indenture.
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 conditions. See
“RIVERSIDE COUNTY TRANSPORTATION COMMISSION – Cash and Investments.”
Commented [TT8]: Should we add anything about LIBOR
going away and being replaced with something else?
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Parity with Liquidity Facility Bonds
The Indenture does not provide the remedy of acceleration of any Bonds, including the
2017 Series B 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
Series B 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 CDTRACDTFA.
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
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
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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 Series B 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 Series B Bonds could become
includable in federal gross income, possibly from the date of issuance of the 2017 Series B Bonds,
as a result of acts or omissions of the Commission subsequent to the issuance of the 2017 Series
B Bonds. Should interest become includable in federal gross income, the 2017 Series B 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. See “OTHER SALES TAX
OBLIGATIONS - Existing Bonds.” The Commission expects reductions in Subsidy Payments to
occur due to sequestration but is unable to predict the amount or duration of such reductions.
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.
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. Under
Commented [TT9]: Should we add another section on proposed
Tax Reform?
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the Indenture, Subsidy Payments are treated as an offset to Debt Service for coverage calculation
purposes, 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.
Financial and Operating Risks of the Riverside SR-91 Corridor Improvement Project and
the I-15 Express Lanes Project
To finance a portion of the costs of the Riverside SR-91 Corridor Improvement Project,
the Commission incurred $597,709,010.60 of senior and subordinate debt payable from and
secured by toll revenues from the RCTC 91 Express Lanes and expects to incur up to
$152,500,000214,260 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 next 50-year period of the RCTC
91 Express Lanes and following its substantial completion of the I-15 Express Lanes Project.
Moreover, the Commission will also face continued liability as the owner of the RCTC 91 Express
Lanes and the I-15 Express Lanes Project.
The Commission has limited experience with the ownership and operation of enterprises
like the RCTC 91 Express Lanes 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 the respective toll revenues
and, for the TIFIA Loan, the I-15 Trust Fund, any financial distress affecting the RCTC 91 Express
Lanes 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 Series B 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
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
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the lien of the Indenture. The holders of the 2017 Series B 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 Series B 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 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 Series B
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 Bonds from funds in the Trustee’s possession. The procedure pursuant to which Sales Tax
Revenues are paid directly by the CDTRA CDTFA to the Trustee may no longer be enforceable,
and the Commission may be able to require the CDTRA CDTFA 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 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 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 Bonds, provided that the bankruptcy court determines that the alterations are
“fair and equitable.”
There may be delays in payments on the 2017 Series B 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 Series B Bonds, or result in losses to
the holders of the 2017 Series B 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 Series B Bonds.
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FINANCIAL STATEMENTS
The financial statements of the Commission for the Fiscal Year ended June 30, 2017,
included in the 2017 Comprehensive Annual Financial Report 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, 2017.
LITIGATION
There is not now pending any litigation restraining or enjoining the imposition or collection
of the Sales Tax or delivery of the 2017 Series B Bonds or questioning or affecting the validity of
the 2017 Series B 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 Series B 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 Series B 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 Series B Bonds is less than the
amount to be paid at maturity of such 2017 Series B Bonds (excluding amounts stated to be interest
and payable at least annually over the term of such 2017 Series B Bonds), the difference constitutes
“original issue discount,” the accrual of which, to the extent properly allocable to each owner
thereof, is treated as interest on the 2017 Series B 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 Series B Bonds is the first price at which a
substantial amount of such maturity of the 2017 Series B 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 Series B Bonds accrues daily over the term to maturity of such 2017 Series B 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
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of such 2017 Series B Bonds to determine taxable gain or loss upon disposition (including sale,
redemption, or payment on maturity) of such 2017 Series B Bonds. Owners of the 2017 Series B
Bonds should consult their own tax advisors with respect to the tax consequences of ownership of
2017 Series B Bonds with original issue discount, including the treatment of purchasers who do
not purchase such 2017 Series B Bonds in the original offering to the public at the first price at
which a substantial amount of such 2017 Series B Bonds is sold to the public.
2017 Series B 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 Series B 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 Series B 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 Series
B Bonds being included in gross income for federal income tax purposes, possibly from the date
of original issuance of the 2017 Series B 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 Series B Bonds may adversely affect the value of, or the tax status
of interest on, the 2017 Series B 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 Series B 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 Series B 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.
Current and future legislative proposals, if enacted into law, clarification of the Code or
court decisions may cause interest on the 2017 Series B 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. 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 Series B Bonds. Prospective purchasers of the 2017 Series B
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23801920.2 33
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 Series B 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 Series B Bonds ends with the
issuance of the 2017 Series B 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 Series B 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 Series B 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 Series B 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. Certain legal matters will be
passed on for the Underwriters by Stradling Yocca Carlson & Rauth, A Professional Corporation,
as their counsel. Compensation paid to Bond Counsel and Disclosure Counsel is conditioned upon
the successful issuance of the 2017 Series B Bonds.
RATINGS
S&P Global Ratings, a business unit of Standard & Poor’s Financial Services LLC, and
Fitch Ratings have assigned the 2017 Series B 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.
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23801920.2 34
The ratings described above do not constitute a recommendation to buy, sell or hold the
2017 Series B Bonds. The Commission has furnished to the rating agencies certain information
respecting the 2017 Series B 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 Series B Bonds or the ability to
sell the 2017 Series B Bonds.
VERIFICATION OF MATHEMATICAL ACCURACY
Upon delivery of the 2017 Series B Bonds, the Verification Agent will verify the accuracy
of (i) mathematical computations concerning the adequacy of the maturing principal amounts of
and interest earned on the Defeasance Securities deposited in the respective accounts within the
Escrow Fund, together with amounts held as cash therein, to provide for payment of interest on
the Refunded Bonds to and including their respective redemption dates, and payment of the
redemption price of the Refunded Bonds on their respective redemption dates and (ii) certain
mathematical computations supporting the conclusion that the 2017 Series B Bonds are not
“arbitrage bonds” under the Code, which will be used in part by Bond Counsel to be delivered at
the closing of the 2017 Series B Bonds in concluding that interest on the 2017 Series B Bonds is
excluded from gross income of the holders thereof for federal income tax purposes under present
laws, including applicable provisions of the Code, existing court rulings, regulations and Internal
Revenue Service rulings.
The report of the Verification Agent will include the statement to the effect that the scope
of its engagement is limited to verifying the mathematical accuracy of the computations contained
in such schedules provided to it, and that it has no obligation to update its report because of events
occurring, or date or information coming to its attention, subsequent to the date of its report.
UNDERWRITING
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs & Co. LLC and
Barclays Capital LLC, as co-representatives of themselves and Academy Securities Inc. and
Fidelity Capital Markets, underwriters of the 2017 Series B Bonds (collectively, the
“Underwriters”), have agreed, subject to certain conditions, to purchase the 2017 Series B Bonds
at a price of $________ (representing the aggregate principal amount of the 2017 Series B Bonds,
plus a net premium of $___________, less an underwriters’ discount of $_________).
The Bond Purchase Agreement for the 2017 Series B Bonds provides that the Underwriters
will purchase all the 2017 Series B Bonds if any are purchased. The 2017 Series B 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.
Commented [TT10]: Goldman is bookrunner with BAML and
Barclays as co-senior managers
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23801920.2 35
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 Series B Bonds, has entered into
Distribution Agreements with The Vanguard Group, TD Ameritrade Inc., Stoever, Glass &
Company Inc., 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, Inc., Irvine, California, as
Municipal Advisor in connection with the issuance of the 2017 Series B 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
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23801920.2 36
municipal securities or other public securities. Compensation paid to the Municipal Advisor is
contingent upon the successful issuance of the 2017 Series B 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 Series B 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. This
Official Statement will serve as the first Annual Report. See “APPENDIX D – FORM OF
CONTINUING DISCLOSURE AGREEMENT.”
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 Series B 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.
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23801920.2 37
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
owners of any of the 2017 Series B 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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23801920.2
APPENDIX A
COMMISSION AUDITED FINANCIAL STATEMENTS FOR
FISCAL YEAR ENDED JUNE 30, 2017
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23801920.2 B-1
APPENDIX B
COUNTY OF RIVERSIDE DEMOGRAPHIC AND ECONOMIC INFORMATION
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 2,384,783 as of January 1, 2017, representing an approximately 1.5%
increase over the County’s population as estimated for the prior year, and a rate higher than the
statewide population increase of 1.0% for the same period.
For the ten year period of January 1, 2007 to January 1, 2017, the County’s population
grew by approximately 19.6%. During this period, the cities of Eastvale, Jurupa Valley, Menifee
and Wildomar incorporated, and account for a total population of 12.25% of the County as of
January 1, 2017.
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23801920.2 B-2
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 2013 2014 2015 2016 2017
Banning 30,332 30,483 30,659 30,834 31,086
Beaumont 40,666 41,864 43,601 45,118 46,179
Blythe 19,894 19,305 19,254 19,813 19,660
Calimesa 7,932 8,040 8,138 8,289 8,637
Canyon Lake 10,543 10,564 10,608 10,681 10,891
Cathedral City 53,163 53,480 53,859 54,261 54,557
Coachella 43,676 44,614 45,001 45,407 45,551
Corona 159,469 162,000 163,317 164,659 167,759
Desert Hot Springs 28,385 28,605 28,794 29,048 29,111
Eastvale 57,458 59,375 60,825 63,162 64,613
Hemet 78,842 79,176 79,548 80,070 81,868
Indian Wells 5,199 5,265 5,336 5,412 5,450
Indio 83,450 84,655 86,683 88,058 88,718
Jurupa Valley 95,731 96,025 96,898 98,177 101,315
Lake Elsinore 56,039 57,368 59,142 61,006 62,092
La Quinta 38,156 38,720 39,311 39,977 40,677
Menifee 83,885 85,455 87,286 89,004 90,660
Moreno Valley 200,889 202,191 203,696 205,383 206,750
Murrieta 110,183 111,226 112,576 113,795 114,914
Norco 27,048 27,037 26,392 26,896 26,882
Palm Desert 48,282 48,494 48,835 49,335 50,740
Palm Springs 45,465 45,818 46,204 46,654 47,379
Perris 70,700 71,743 72,476 73,722 75,739
Rancho Mirage 17,685 17,783 17,920 18,070 18,295
Riverside 316,162 318,511 321,655 324,696 326,792
San Jacinto 46,216 46,649 47,087 47,656 47,925
Temecula 104,145 105,368 107,794 109,064 111,024
Wildomar 33,685 34,271 34,758 35,168 35,782
TOTALS
Incorporated 1,913,280 1,934,085 1,957,653 1,983,415 201,102.80
Unincorporated 353,269 357,008 360,271 364,413 373,755
County-Wide 2,266,549 2,291,093 2,317,924 2,347,828 2,384,783
California 38,239,207 38,567,459 38,907,642 39,255,883 39,523,613
____________________
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 2012 2013 2014 2015 2016
Total Farm 15,000 14,500 14,400 14,800 14,700
Construction 62,600 70,000 77,600 85,700 92,500
Financial Activities 40,200 41,300 42,300 43,900 45,300
Government 224,600 225,200 228,800 233,300 240,500
Manufacturing 86,700 87,300 91,300 96,100 98,900
Nondurable Goods 29,800 30,100 31,100 33,000 34,100
Durable Goods 56,900 57,300 60,200 63,100 64,800
Mining & Logging 1,200 1,200 1,300 1,300 900
Retail Trade 162,400 164,800 169,400 174,300 179,000
Professional and Business Services 127,500 132,400 139,300 147,400 145,800
Educational and Health Services 173,600 187,600 194,800 205,100 214,300
Leisure and Hospitality 129,400 135,900 144,800 151,700 159,700
Other Services 40,100 41,100 43,000 44,000 45,100
Transportation, Warehousing
and Utilities 73,000 78,400 86,600 97,400 104,400
Wholesale Trade 52,200 56,400 58,900 61,600 62,900
Information 11,700 11,500 11,300 11,400 11,600
TOTAL, All Industries(2) 1,200,200 1,247,800 1,303,700 1,362,900 1,415,400
___________________________
Source: State Employment Development Department, Labor Market Information Division.
(1) Based on a March 2016 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 2016:
COUNTY OF RIVERSIDE
CERTAIN MAJOR EMPLOYERS
(2016)
Company Name Product/Service
No. of Local
Employees
County of Riverside County Government 22,538
University of California, Riverside University 8,686
March Air Reserve Base Military Base 8,500
Amazon E-retailer 7,500
Kaiser Permanente Riverside Medical Center Hospital 5,739
Corona-Norco Unified School District School District 5,399
Riverside Unified School District School District 4,236
Pechanga Resort & Casino Resort Casino 4,000
Riverside University Health System Hospital 3,876
Hemet Unified School District School District 3,400
____________________
Source: Riverside County Economic Development Agency.
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% 6.1%
California(1) 11.7 10.4 8.9 7.5 6.2 5.5(2)
United States(2) 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 June of the given year; data is seasonally adjusted.
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23801920.2 B-5
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 2011
through 2015, the last year being the most recent full year of which annual data is currently
available. In 2015, taxable sales for certain categories were not separately calculated, or were
combined as described in the footnotes below. Annual taxable sale transaction information by
industry for 2016 is not yet available.
COUNTY OF RIVERSIDE
TAXABLE SALES TRANSACTIONS
(In Thousands)
2011 2012 2013 2014 2015
Motor Vehicles and Parts Dealers $ 3,010,487 $ 3,493,098 $ 3,965,201 4,417,943 $ 4,841,615
Furniture and Home Furnishings 436,482 441,649 486,061 520,393 1,135,235(1)
Electronics and Appliances Stores 478,406 488,419 510,423 510,061 N/A(1)
Bldg. Materials, Garden Supplies 1,303,073 1,365,513 1,535,178 1,706,183 1,826,294
Food and Beverage Stores 1,304,731 1,356,148 1,421,590 1,509,403 1,727,518
Health and Personal Care Stores 454,268 490,238 523,724 544,958 N/A
Gasoline Stations 3,300,785 3,516,040 3,456,322 3,426,830 2,851 ,558
Clothing and Clothing Accessories Stores 1,505,821 1,672,482 1,771,603 1,989,623 2,136,728
Sporting, Hobby, Book and Music Stores 454,971 467,536 499,366 519,188 N/A
General Merchandise Stores 3,051,709 3,174,022 3,298,920 3,289,057 3,040,244
Miscellaneous Store Retailers 700,338 742,118 758,664 809,032 2,338,039(2)
Nonstore Retailers 101,876 142,081 243,334 309,809 N/A(2)
Food Services and Drinking Places 2,473,339 2,668,324 2,836,388 3,093,862 3,384,494
Total Retail and Food Services(1) 18,576,285 20,016,668 21,306,774 22,646,343 23,281,724
All Other Outlets 7,065,212 8,079,341 8,758,693 9,389,345 9,629,186
Total All Outlets(3) $25,641,497 $28,096,009 $30,065,467 $32,035,687 $32,910,909
__________________
Source: California State Board of Equalization, Research and Statistics Division.
(1) For 2015, Furniture and Home Furnishings category is combined with Electronics and Appliance Stores.
(2) For 2015, Nonstore Retailers and Miscellaneous Store Retailers categories have been combined into “Other Retail Group.”
(3) Amounts subject to rounding differences.
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23801920.2 B-6
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 2012 through 2016.
COUNTY OF RIVERSIDE
BUILDING PERMIT VALUATIONS
(In Thousands)
2012 2013 2014 2015 2016
RESIDENTIAL
New Single-Family $ 854,814 $1,134,158 $1,296,553 $1,267,593 $1,526,768
New Multi-Family 99,578 136,501 178,117 110,458 106,292
Alterations and Adjustments 84,517 94,422 147,081 113,615 126,475
Total Residential 1,038,909 1 ,365,081 1,621,751 1 ,491,666 1,759,535
NON-RESIDENTIAL
New Commercial 346,865 80,510 184,138 182,089 540,447
New Industrial 3,767 140,972 161,321 111,070 59,439
New Other(1) 78,602 184,500 142,204 215,914 374,917
Alterations & Adjustments 154,325 364,616 327,327 299,882 371,216
Total Nonresidential 583,559 770,598 814,990 808,955 1,346,020
TOTAL ALL BUILDING $1,622,468 $2,135,679 $2,436,741 $2,300,621 $3,105,554
____________________
Source: Construction Industry Research Board for years 2014, 2015 and 2016; 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
2012 2013 2014 2015 2016
Single Family 3,467 4,671 5,007 4,833 5,662
Multi-Family 829 1,415 1,931 1,189 1,039
TOTAL 4,296 6,086 6,938 6,022 6,701
____________________
Source: Construction Industry Research Board for years 2014, 2015 and 2016; California Homebuilding Foundation/Construction
Industry Research Board for years 2012 and 2013.
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23801920.2 B-7
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 2012 through
2016.
COUNTY OF RIVERSIDE
COMPARISON OF MEDIAN HOUSING PRICES
Year Los Angeles Riverside San Bernardino
Southern
California(1)
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
2016 489,000 300,000 239,000 443,000
____________________
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. The 2016 Riverside County Agricultural Production Report is not yet
available.
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23801920.2 B-8
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 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. The RCTC 91 Express Lanes that connect with the OCTA 91 Express Lanes
at the Orange County/Riverside County line and continue to the State Route 91/Interstate 15
interchange opened in March 2017. When travelling along State Route 91 through Corona,
vehicles may 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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23801920.2 B-9
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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23801920.2
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 Series B Bonds, (b) certificates
representing ownership interest in or other confirmation or ownership interest in the 2017 Series
B Bonds, or (c) redemption or other notices sent to DTC or Cede & Co., its nominee, as the
registered owner of the 2017 Series B 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 Series B Bonds or an error or delay relating thereto.
The Depository Trust Company, New York, NY, will act as securities depository for the
2017 Series B Bonds. The 2017 Series B 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 Series B 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 Participants”). DTC has a Standard &
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23801920.2 E-2
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 Series B Bonds under the DTC system must be made by or through
Direct Participants, which will receive a credit for the 2017 Series B Bonds on DTC’s records. The
ownership interest of each actual purchaser of each 2017 Series B 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 Series B 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
Series B Bonds is discontinued.
To facilitate subsequent transfers, all 2017 Series B 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 Series B
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 Series B Bonds; DTC’s records reflect only the identity of the Direct
Participants to whose accounts such 2017 Series B 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 Series B 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 Series B 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 Series B 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 Series B 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 Series
B 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 Series B Bonds that they be able
to obtain certificates, the Trustee will execute, transfer and exchange 2017 Series B Bonds as
requested by DTC and will deliver new 2017 Series B 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 Series B Bonds will be payable upon surrender thereof at
the principal corporate trust office of the Trustee. The interest on 2017 Series B 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 Series B 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 Series B Bonds may be exchanged at the corporate trust office
of the Trustee for a like aggregate principal amount of 2017 Series B 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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23801920.2 E-4
Series B Bond for cancellation; provided that no transfer or exchange may occur during the period
established by the Trustee for selection of 2017 Series B Bonds for redemption, or of any 2017
Series B Bond or portion of a 2017 Series B 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
255
NRF DRAFT
11/13/17
23810602.2
CONTINUING DISCLOSURE AGREEMENT
by and between
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
and
DIGITAL ASSURANCE CERTIFICATION, L.L.C.,
as Dissemination Agent
Dated as of December 1, 2017
Relating to
$_________
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
Sales Tax Revenue Refunding Bonds
(Limited Tax Bonds)
2017 Series B
ATTACHMENT 3
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23810602.2 1
CONTINUING DISCLOSURE AGREEMENT
THIS CONTINUING DISCLOSURE AGREEMENT (this “Disclosure Agreement”),
dated as of December 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 Refunding Bonds (Limited Tax Bonds) 2017 Series B (the “2017
Series B 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 Eighth Supplemental Indenture, dated as of December 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 Series B Bonds and in order to assist the underwriters of the 2017 Series B 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 Series B 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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23810602.2 2
“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 December ___, 2017, relating
to the 2017 Series B Bonds.
“Participating Underwriters” means the underwriters of the 2017 Series B Bonds
required to comply with the Rule in connection with the offering of the 2017 Series B 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 Series B 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 Official Statement shall serve as the first
Annual Report.
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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23810602.2 3
(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 Series B 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.”
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
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23810602.2 4
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 Series B 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 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
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23810602.2 5
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 Series B 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 Series B 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 Series B
Bonds, or other events affecting the tax status of the 2017 Series B
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.
(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
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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 Series B Bonds. If such termination occurs prior to the final maturity of the 2017
Series B 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 Series B 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 Series B Bonds may, take such actions
as may be necessary and appropriate, including seeking mandate or specific performance by court
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.
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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 Series B
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.
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 Series B Bonds, and shall create no rights in any
other person or entity.
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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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23810602.2 A-1
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 Refunding Bonds (Limited Tax Bonds) 2017 Series B
Date of Issuance: December __, 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 December 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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OH&S Draft – 11/10/17
EIGHTH SUPPLEMENTAL INDENTURE
between
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
and
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
________________________________
Dated as of December 1, 2017
________________________________
Relating to
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
SALES TAX REVENUE REFUNDING BONDS
(LIMITED TAX BONDS)
2017 SERIES B
(Supplementing the Indenture Dated as of June 1, 2008)
ATTACHMENT 4
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ARTICLE LIV
DEFINITIONS
Section 54.01. Definitions ......................................................................................................... 2
Section 54.02. Rules of Construction ........................................................................................ 3
ARTICLE LV
FINDINGS, DETERMINATIONS AND DIRECTIONS
Section 55.01. Findings and Determinations ............................................................................. 4
Section 55.02. Recital in Bonds ................................................................................................ 4
Section 55.03. Effect of Findings and Recital ........................................................................... 4
ARTICLE LVI
AUTHORIZATION OF 2017 SERIES B BONDS
Section 56.01. Principal Amount, Designation and Series ........................................................ 4
Section 56.02. Purpose and Application of Proceeds ................................................................ 4
Section 56.03. Form, Denomination, Numbers and Letters ...................................................... 5
Section 56.04. Date, Maturities and Interest Rates ................................................................... 5
ARTICLE LVII
REDEMPTION AND PURCHASE OF 2017 SERIES B BONDS
Section 57.01. Optional Redemption of 2017 Series B Bonds .................................................. 6
Section 57.02. Mandatory Redemption of 2017 Series B Bonds From Mandatory
Sinking Account Payments .................................................................................. 7
Section 57.03. Selection of 2017 Series B Bonds for Redemption ........................................... 7
Section 57.04. Notice of Redemption; Purchase In Lieu of Redemption ................................. 7
ARTICLE LVIII
ESTABLISHMENT OF FUNDS AND ACCOUNTS AND APPLICATION THEREOF
Section 58.01. Funds and Accounts .......................................................................................... 8
Section 58.02. 2017 Series B Costs of Issuance Fund .............................................................. 8
Section 58.03. Escrow Funds .................................................................................................... 8
ARTICLE LIX
MISCELLANEOUS
Section 59.01. Severability ........................................................................................................ 9
Section 59.02. Parties Interested Herein .................................................................................... 9
Section 59.03. Headings Not Binding ....................................................................................... 9
Section 59.04. Notice Addresses ............................................................................................... 9
Section 59.05. Notices to Rating Agencies ............................................................................... 9
Section 59.06. Brokerage Confirmations .................................................................................. 9
Section 59.07. Indenture to Remain in Effect ......................................................................... 10
Section 59.08. Effective Date of Eighth Supplemental Indenture ........................................... 10
Section 59.09. Execution in Counterparts ............................................................................... 10
EXHIBIT A FORM OF 2017 SERIES B BOND ...................................................................... A-1
EXHIBIT B NOTICE ADDRESSES ........................................................................................ B-1
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EIGHTH SUPPLEMENTAL INDENTURE
THIS EIGHTH SUPPLEMENTAL INDENTURE, dated as of December 1, 2017 (this
“Eighth 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 Eighth 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 2017
Series A and its Sales Tax Revenue Refunding Bonds (Limited Tax Bonds), 2016 Series A, and
such bonds are outstanding in the aggregate principal amount of $915 million, secured by the
pledge of Revenues and other monies as set forth in the Indenture;
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 Refunding Bonds (Limited Tax Bonds), 2017 Series B” (the “2017 Series B Bonds”)
for the purpose of providing funds to (i) advance refund all of the outstanding 2010 Series A Bonds
(the “2010 Series A Refunded Bonds”), (ii) advance refund a portion of the outstanding 2013
Series A Bonds (the “2013 Series A Refunded Bonds” and together with the 2010 Series A
Refunded Bonds, the “2017 Refunded Bonds”), and (iii) pay the costs of issuance of the 2017
Series B Bonds, all as provided in this Eighth Supplemental Indenture;
WHEREAS, the Commission will provide the Trustee with irrevocable directions to call
(i) the 2010 Series A Refunded Bonds for redemption on June 1, 2020 and (ii) the 2013 Series A
Refunded Bonds on June 1, 2023, to effect the refunding of such bonds as applicable; and
NOW, THEREFORE, the parties hereto hereby agree as follows:
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ARTICLE LIV
DEFINITIONS
Section 54.01. 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, Section 42.01 and Section 48.01 of the
Indenture shall have the same meanings in this Eighth Supplemental Indenture.
(b) Additional Definitions. Unless the context otherwise requires, the following
terms shall, for all purposes of this Eighth Supplemental Indenture, have the following
meanings:
“Authorized Denominations” means, with respect to 2017 Series B Bonds, $5,000 and
any integral multiple thereof.
“Eighth Supplemental Indenture” means this Eighth Supplemental Indenture, between
the Commission and the Trustee, as amended and supplemented from time to time.
“Escrow Agent” means U.S. Bank National Association, a national banking association
duly organized and existing under the laws of the United States of America, as bond trustee and
as escrow agent, and its successors and assigns pursuant to the terms of the 2010A Escrow
Agreement and 2013A Escrow Agreement, respectively.
“Interest Payment Date” means, with respect to 2017 Series B Bonds, June 1 and
December 1 of each year until the redemption or maturity of such 2017 Series B Bonds,
commencing with June 1, 2018.
“Issue Date” means, with respect to the 2017 Series B Bonds, the date on which the 2017
Series B Bonds are first delivered to the purchasers thereof.
“Record Date” means, with respect to the 2017 Series B 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 B 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 Eighth Supplemental Indenture.
“Refunding Bond Law” means 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.).
“Tax-Exempt” means, with respect to interest on any obligations of a state or local
government, that such interest is excluded from the gross income of the holders thereof (other than
any holder who is a “substantial user” of facilities financed with such obligations or a “related
person” within the meaning of Section 147(a) of the Code) for federal income tax purposes,
whether or not such interest is includable as an item of tax preference or otherwise includable
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directly or indirectly for purposes of calculating other tax liabilities, including any alternative
minimum tax or environmental tax under the Code.
“Tax-Exempt Securities” means bonds, notes or other securities the interest on which is
Tax-Exempt.
“2010A Escrow Agreement” means an Escrow Agreement, dated as of December 1, 2017,
between the Commission and the Trustee, as Escrow Agent, relating to the 2010 Series A Refunded
Bonds.
“2010A Escrow Fund” means the Escrow Fund, which shall be an irrevocable fund,
established under the 2010A Escrow Agreement.
“2010 Series A Refunded Bonds” shall have the meaning ascribed to such term in the
recitals to this Eighth Supplemental Indenture.
“2013A Escrow Agreement” means an Escrow Agreement, dated as of December 1, 2017,
between the Commission and the Trustee, as Escrow Agent, relating to the 2013 Series A Refunded
Bonds.
“2013A Escrow Fund” means the Escrow Fund, which shall be an irrevocable fund,
established under the 2013A Escrow Agreement.
“2013 Series A Refunded Bonds” shall have the meaning ascribed to such term in the
recitals to this Eighth Supplemental Indenture.
“2017 Refunded Bonds” shall have the meaning ascribed to such term in the recitals to
this Eighth Supplemental Indenture.
“2017 Series B Bonds” shall mean the Riverside County Transportation Commission Sales
Tax Revenue Refunding Bonds (Limited Tax Bonds), 2017 Series B, authorized by Article LVI
of this Indenture.
“2017 Series B Bonds Tax Certificate” means the Tax Certificate executed on behalf of
the Commission in connection with the issuance of the 2017 Series B Bonds.
“2017 Series B Costs of Issuance Fund” means the fund by that name established
pursuant to Section 58.02.
Section 54.02. 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 XLII.
The terms “hereby,” “hereof,” “hereto,” “herein,” “hereunder,” and any similar terms, as
used in this Eighth Supplemental Indenture, refer to the Indenture.
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ARTICLE LV
FINDINGS, DETERMINATIONS AND DIRECTIONS
Section 55.01. Findings and Determinations. The Commission hereby finds and
determines that the 2017 Series B Bonds shall be issued pursuant to Article LVI and Section 3.01,
Section 3.02 and Section 3.03 of the Indenture, and upon the issuance of the 2017 Series B 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 55.02. Recital in Bonds. There shall be included in each of the definitive 2017
Series B Bonds, and also in each of the temporary 2017 Series B 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 B Bonds, and in the issuing of that 2017 Series B 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 B 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 B Bonds attached hereto as Exhibit A.
Section 55.03. Effect of Findings and Recital. From and after the issuance of the 2017
Series B 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 B Bonds is at issue.
ARTICLE LVI
AUTHORIZATION OF 2017 SERIES B BONDS
Section 56.01. Principal Amount, Designation and Series. Pursuant to the provisions
of this Indenture and the provisions of the Act and the Refunding Bond Law, a Series of Bonds
entitled to the benefit, protection and security of such provisions is hereby authorized in the
aggregate principal amount of $[Principal 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 Refunding Bonds (Limited Tax Bonds), 2017 Series B.”
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 B Bonds in the aggregate principal amount set forth above.
Section 56.02. Purpose and Application of Proceeds. The 2017 Series B Bonds are
issued for the purpose of providing funds to (i) advance refund the 2017 Refunded Bonds, and (ii)
pay the costs of issuance for the 2017 Series B Bonds.
The net proceeds from the sale of the 2017 Series B Bonds in the amount of
$[__________], comprised of $[Principal Amount] aggregate principal amount, [plus/less] net
original issue [premium/discount] of $[__________], less a purchaser’s discount of
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$[__________], 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 Escrow Agent for
deposit into the 2010A Escrow Fund pursuant to the 2010A Escrow Agreement;
(b) $[___________] of such proceeds shall be transferred to the Escrow Agent for
deposit into the 2013A Escrow Fund pursuant to the 2013A Escrow Agreement; and
(c) $[___________] of such proceeds shall be deposited in the 2017 Series B Costs
of Issuance Fund.
[CONFIRM NO OTHER FUND DEPOSITS]
Section 56.03. Form, Denomination, Numbers and Letters. Each Series of 2017 Series
B 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 B Bonds and
the certificate of authentication shall be substantially in the form attached hereto as Exhibit A.
Section 56.04. Date, Maturities and Interest Rates. The 2017 Series B Bonds shall be
issued as Current Interest Bonds in the aggregate principal amount of $[Principal Amount]. The
2017 Series B 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__ $ %
Interest on each 2017 Series B Bond shall be payable on each Interest Payment Date for
such 2017 Series B Bond until the principal sum of such 2017 Series B Bond has been paid;
provided, however, that if at the maturity date of any 2017 Series B Bond (or if the same is
redeemable and shall be duly called for redemption, then at the date fixed for redemption) funds
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are available for the payment or redemption thereof, in full accordance with terms of the Indenture,
such 2017 Series B Bond shall then cease to bear interest.
Interest on each 2017 Series B 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 B 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 B Bonds are Book-Entry Bonds, principal of and interest on the
2017 Series B Bonds shall be payable by wire transfer to DTC in lawful money of the United
States of America. Principal of the 2017 Series B Bonds shall be payable when due upon
presentation and surrender thereof at the Principal Office of the Trustee.
Each 2017 Series B 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 B 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 B
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 LVII
REDEMPTION AND PURCHASE OF 2017 SERIES B BONDS
Section 57.01. Optional Redemption of 2017 Series B Bonds.
(a) Optional Redemption of 2017 Series B Bonds. The 2017 Series B Bonds
maturing on or before June 1, 20__ shall not be subject to redemption prior to their respective
stated maturities. The 2017 Series B 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 the 2017 Series B 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 B Bonds and notice thereof may be conditional and shall be 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 B Bonds called for redemption.
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Section 57.02. Mandatory Redemption of 2017 Series B Bonds From Mandatory
Sinking Account Payments.
(a) Mandatory Redemption of 2017 Series B Bonds. The 2017 Series B 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 a
Mandatory Sinking Account Payment is due as specified in this Section 57.02(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.
The Mandatory Sinking Account Payments for the 2017 Series B 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__*
____________________
*Final Maturity
(b) In the event of an optional redemption of any of the 2017 Series B Bonds pursuant
to Section 57.01, the Authority shall designate in writing to the Trustee the Mandatory Sinking
Account Payments, in an aggregate amount equal to the principal amount of such 2017 Series B
Bonds of the applicable maturity so optionally redeemed, that are to be reduced as allocated to
such redemption, and such Mandatory Sinking Account payments related to such maturity of 2017
Series B Bonds shall be reduced accordingly.
Section 57.03. Selection of 2017 Series B Bonds for Redemption. The Commission
shall designate which maturities of any 2017 Series B Bonds are to be called for optional
redemption pursuant to Section 57.01(a). If less than all 2017 Series B Bonds maturing by their
terms on any one date are to be redeemed at any one time, the Trustee shall select the 2017 Series
B 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 B Bonds
so selected for redemption. For purposes of such selection, 2017 Series B Bonds shall be deemed
to be composed of multiples of minimum Authorized Denominations and any such multiple may
be separately redeemed.
Section 57.04. Notice of Redemption; Purchase In Lieu of Redemption.
(a) Any notice of optional redemption of the 2017 Series B Bonds shall be
delivered in accordance with Section 4.02, and may be conditional, rescinded or cancelled as
provided in Section 4.02 and this Section 57.04(a). 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. All notices of
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redemption shall be given by the Trustee to the Holders not less than 20 days prior to the
redemption date.
(b) The Commission reserves the right at all times to purchase any of its 2017
Series B Bonds on the open market. In lieu of mandatory redemption, the Commission may
surrender to the Trustee for cancellation 2017 Series B Bonds purchased on the open market,
and such 2017 Series B Bonds shall be cancelled by the Trustee. If any 2017 Series B Bonds
are so cancelled, the Commission may designate the Mandatory Sinking Account Payments or
portions thereof within such Series of the 2017 Series B Bonds so purchased that are to be
reduced as a result of such cancellation.
ARTICLE LVIII
ESTABLISHMENT OF FUNDS AND ACCOUNTS AND APPLICATION THEREOF
Section 58.01. Funds and Accounts. To ensure the proper application of such portion of
proceeds from the sale of the 2017 Series B Bonds to be applied to pay the Costs of Issuance of
the 2017 Series B Bonds, there is hereby established the 2017 Series B Costs of Issuance Fund,
such fund to be held by the Trustee.
Section 58.02. 2017 Series B Costs of Issuance Fund. The monies set aside and placed
in the 2017 Series B Costs of Issuance Fund shall be expended for the purpose of paying the Costs
of Issuance of the 2017 Series B Bonds. Before any payment from the 2017 Series B 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 Commission and are presently due and payable and that each item thereof is
a proper charge against the 2017 Series B 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 April 1, 2018, any remaining
amounts in the 2017 Series B Costs of Issuance Fund shall be transferred to the Revenue Fund and
the 2017 Series B Costs of Issuance Fund shall be closed.
Section 58.03. Escrow Funds. To ensure the proper application of such portion of
proceeds from the sale of the 2017 Series B Bonds to be applied to pay the 2017 Refunded Bonds,
there shall be established the 2010A Escrow Fund pursuant to the 2010A Escrow Agreement and
the 2013A Escrow Fund pursuant to the 2013A Escrow Agreement. Such portion of proceeds of
the 2017 Series B Bonds and other revenues shall be irrevocably deposited to the 2010A Escrow
Fund and 2013A Escrow Fund as set forth in Section 56.02. The 2010A Escrow Agreement and
the 2013A Escrow Agreement shall, among other things, direct the application of funds held in the
2010A Escrow Fund and 2013A Escrow Fund, respectively, at the times and in the required
amounts for transfer to DTC as set forth in the 2010A Escrow Agreement for the payment of the
2010 Series A Refunded Bonds on June 1, 2020 and as set forth in the 2013A Escrow Agreement
for the payment of the 2013 Series A Refunded Bonds on June 1, 2023.
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ARTICLE LIX
MISCELLANEOUS
Section 59.01. Severability. If any covenant, agreement or provision, or any portion
thereof, contained in this Eighth Supplemental Indenture, or the application thereof to any person
or circumstance, is held to be unconstitutional, invalid or unenforceable, the remainder of this
Eighth 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 Eighth Supplemental Indenture and the 2017 Series B Bonds issued
pursuant hereto shall remain valid, and the Holders of the 2017 Series B 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 59.02. Parties Interested Herein. Nothing in this Eighth 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 Holders of the 2017 Series B Bonds, any
right, remedy or claim under or by reason of this Eighth Supplemental Indenture or any covenant,
condition or stipulation hereof; and all the covenants, stipulations, promises and agreements in this
Eighth 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 Holders of the 2017 Series B Bonds.
Section 59.03. Headings Not Binding. The headings in this Eighth 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 Eighth Supplemental Indenture.
Section 59.04. 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 59.05. Notices to Rating Agencies. The Trustee shall provide notice to the Rating
Agencies of the following events with respect to the 2017 Series B Bonds:
(1) Change in Trustee;
(2) Amendments to the Indenture; and
(3) Redemption or defeasance of any 2017 Series B Bonds.
Section 59.06. Brokerage Confirmations. The Commission acknowledges that to the
extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant
the Commission the right to receive brokerage confirmations of security transactions as they occur,
the Commission specifically waives receipt of such confirmations to the extent permitted by law.
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The Trustee will furnish the Commission periodic account transaction statements which shall
include detail for all investment transactions made by the Trustee hereunder.
Section 59.07. Indenture to Remain in Effect. Save and except as amended and
supplemented by this Eighth Supplemental Indenture, the Indenture shall remain in full force and
effect.
Section 59.08. Effective Date of Eighth Supplemental Indenture. This Eighth
Supplemental Indenture shall take effect upon its execution and delivery.
Section 59.09. Execution in Counterparts. This Eighth 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 Eighth 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 B BOND
No. R--__________ $___________
Riverside County Transportation Commission Sales Tax Revenue Refunding Bond (Limited Tax Bond) 2017 Series B
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 rates and on the dates (each, an “Interest
Payment Date”) described herein. 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 Refunding 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
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to 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.) 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 Eighth Supplemental Indenture,
dated as of December 1, 2017 (the “Eighth 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 and 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 B 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 S&P Global Ratings
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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$____________
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
SALES TAX REVENUE BONDS
(LIMITED TAX BONDS)
2017 SERIES B
BOND PURCHASE AGREEMENT
December __, 2017
Riverside County Transportation Commission
P.O. Box 12008
Riverside, California 92502
Ladies and Gentlemen:
The undersigned, Goldman Sachs & Co. LLC, as representative (the “Representative”), acting on
behalf of itself 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 B (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 Eighth Supplemental Indenture, dated as of December 1, 2017 (the “Eighth 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 Representative
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) advance refunding all or a portion of the outstanding
2010 Series A Bonds (the “2010 Series A Refunded Bonds”), (ii) advance refunding all or a portion of the
outstanding 2013 Series A Bonds (the “2013 Series A Refunded Bonds” and together with the 2010 Series
A Refunded Bonds, the “2017 Refunded Bonds”), and (iii) pay the costs of issuance of the 2017 Bonds, all
as defined in and more particularly described in the Official Statement.
In connection with the refunding of the 2017 Refunded Bonds, the Commission will enter into an
Escrow Agreement (the “Escrow Agreement”), dated as of December 1, 2017 with the Trustee, as Escrow
Agent (the “Escrow Agent”).
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 with Digital
Assurance Certification L.L.C. dated as of December 1, 2017 (the “Continuing Disclosure Agreement”), to
provide certain annual financial information and notices of the occurrence of certain specified events. A
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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 Representative. The
undersigned represent that it has 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.
3.
(a) The Representative, on behalf of the Underwriters, agree to assist the Commission
in establishing the issue price of Bonds and shall execute and deliver to the Commission at Closing an
“issue price” or similar certificate, together with the supporting pricing wires or equivalent
communications, substantially in the form attached hereto as Exhibit D, with such modifications as may be
appropriate or necessary, in the reasonable judgment of the Representative, the Commission and Bond
Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to
the public of Bonds. All actions to be taken by the Commission under this section to establish the issue
price of Bonds may be taken on behalf of the Commission by the Commission’s municipal advisor
identified herein and any notice or report to be provided to the Commission may be provided to the
Commission’s municipal advisor.
(b) Except as otherwise set forth in Exhibit D attached hereto, the Commission will
treat the first price at which 10% of each maturity of Bonds (the “10% test”) is sold to the public as the
issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number
within that maturity will be subject to the 10% test). At or promptly after the execution of this Bond
Purchase Agreement, the Representative shall report to the Commission the price or prices at which the
Underwriters have sold to the public each maturity of Bonds. If at that time the 10% test has not been
satisfied as to any maturity of Bonds, the Representative agrees to promptly report to the Commission the
prices at which Bonds of that maturity have been sold by the Underwriters to the public. That reporting
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obligation shall continue, whether or not the Closing Date has occurred, until the 10% test has been satisfied
as to Bonds of that maturity or until all Bonds of that maturity have been sold to the public.
(c) The Representative confirms that the Underwriters have offered Bonds to the
public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “initial
offering price”), or at the corresponding yield or yields, set forth in Exhibit D attached hereto, except as
otherwise set forth therein. Exhibit D also sets forth, as of the date of this Bond Purchase Agreement, the
maturities, if any, of Bonds for which the 10% test has not been satisfied and for which the Commission
and the Representative, on behalf of the Underwriters, agree that the restrictions set forth in the next
sentence shall apply, which will allow the Commission to treat the initial offering price to the public of
each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”).
So long as the hold-the-offering-price rule remains applicable to any maturity of Bonds, the Underwriters
will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial
offering price to the public during the period starting on the sale date and ending on the earlier of the
following:
(i) the close of the fifth (5th) business day after the sale date; or
(ii) the date on which the Underwriters have sold at least 10% of that maturity
of Bonds to the public at a price that is no higher than the initial offering price to the public.
The Representative shall promptly advise the Commission when the Underwriters have sold 10%
of that maturity of Bonds to the public at a price that is no higher than the initial offering price to the public,
if that occurs prior to the close of the fifth (5th) business day after the sale date.
The Commission acknowledges that, in making the representation set forth in this subsection, the
Representative will rely on (i) the agreement of each Underwriter to comply with the hold-the-offering-
price rule, as set forth in an agreement among underwriters and the related pricing wires, (ii) in the event a
selling group has been created in connection with the initial sale of Bonds to the public, the agreement of
each dealer who is a member of the selling group to comply with the hold-the-offering-price rule, as set
forth in a selling group agreement and the related pricing wires, and (iii) in the event that an Underwriter is
a party to a retail distribution agreement that was employed in connection with the initial sale of Bonds to
the public, the agreement of each broker-dealer that is a party to such agreement to comply with the hold-
the-offering-price rule, as set forth in the retail distribution agreement and the related pricing wires. The
Commission further acknowledges that each Underwriter shall be solely liable for its failure to comply with
its agreement regarding the hold-the-offering-price rule and that no Underwriter shall be liable for the
failure of any other Underwriter, or of any dealer who is a member of a selling group, or of any broker-
dealer that is a party to a retail distribution agreement, to comply with its corresponding agreement
regarding the hold-the-offering-price rule as applicable to Bonds.
(d) The Representative confirms that:
(i) any agreement among underwriters, any selling group agreement and each
retail distribution agreement (to which either Representative is a party) relating to the initial sale of Bonds
to the public, together with the related pricing wires, contains or will contain language obligating each
Underwriter, each dealer who is a member of the selling group, and each broker-dealer that is a party to
such retail distribution agreement, as applicable, to (A) report the prices at which it sells to the public the
unsold Bonds of each maturity allotted to it until it is notified by the Representative that either the 10% test
has been satisfied as to Bonds of that maturity or all Bonds of that maturity have been sold to the public
and (B) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed
by the Representative and as set forth in the related pricing wires, and
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(ii) any agreement among underwriters relating to the initial sale of Bonds to
the public, together with the related pricing wires, contains or will contain language obligating each
Underwriter that is a party to a retail distribution agreement to be employed in connection with the initial
sale of Bonds to the public to require each broker-dealer that is a party to such retail distribution agreement
to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allotted to it until
it is notified by the Representative or the Underwriter that either the 10% test has been satisfied as to Bonds
of that maturity or all Bonds of that maturity have been sold to the public and (B) comply with the hold-
the-offering-price rule, if applicable, in each case if and for so long as directed by the Representative or the
Underwriter and as set forth in the related pricing wires.
(e) The Underwriters acknowledge that sales of any Bonds to any person that is a
related party to an Underwriter shall not constitute sales to the public for purposes of this section. Further,
for purposes of this section:
(i) “public” means any person other than an underwriter or a related party,
(ii) “underwriter” means (A) any person that agrees pursuant to a written
contract with the Commission (or with the lead underwriter to form an underwriting syndicate) to participate
in the initial sale of Bonds to the public and (B) any person that agrees pursuant to a written contract directly
or indirectly with a person described in clause (A) to participate in the initial sale of Bonds to the public
(including a member of a selling group or a party to a retail distribution agreement participating in the initial
sale of Bonds to the public),
(iii) a purchaser of any of Bonds is a “related party” to an underwriter if the
underwriter and the purchaser are subject, directly or indirectly, to (i) at least 50% common ownership of
the voting power or the total value of their stock, if both entities are corporations (including direct ownership
by one corporation of another), (ii) more than 50% common ownership of their capital interests or profits
interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii)
more than 50% common ownership of the value of the outstanding stock of the corporation or the capital
interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity
is a partnership (including direct ownership of the applicable stock or interests by one entity of the other),
and
(iv) “sale date” means the date of execution of this Bond Purchase Agreement
by all parties.
4. 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 December __,
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 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
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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 Representative agrees 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.
5. The Closing. At 9:00 a.m., California time, on December __, 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 Representative, 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 Representative. 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.
6. 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, the Escrow 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”);
(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
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(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 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
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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-___ of the Commission adopted on ______ __, 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;
(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
Representative thereof, and if in the opinion of the Representative 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 Representative;
(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
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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 Representative thereof and if, in the opinion of the Representative,
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 Representative 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 Representative, 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 Representative, 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
(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.
7. The Representative, on behalf of itself 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 Representative, 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:
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(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 Representative 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;
(h) 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 Representative 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” excluding any material that
may be treated as included under such captions by cross reference or reference to other documents or
sources, insofar as such statements expressly summarize certain provisions of the Indenture and the form
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and content of 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;
(C) This Purchase Agreement has been duly executed and delivered
by the Commission and is a valid and binding obligation of the Commission, subject to laws relating to
bankruptcy, insolvency, reorganization, receivership, arrangement, fraudulent conveyance, moratorium and
other laws relating to or affecting creditors' rights generally, to the application of equitable principles, to
the exercise of judicial discretion and to the limitations on legal remedies against public entities in the State;
and
(D) The Refunded Bonds have been defeased in accordance with the
provisions of the Indenture.
(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 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
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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
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
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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 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;
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(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 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 Representative, 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) A certificate, dated the Closing Date, signed by a duly authorized official
of the Escrow Agent, that:
(A) the Escrow Agent 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 Escrow Agreement;
(B) the Escrow Agent is duly authorized to enter into the Escrow
Agreement and Escrow Agent has duly executed and delivered the Escrow Agreement;
(C) the execution and delivery of the Escrow Agreement and
compliance with the provisions on the Escrow Agent’s part contained in the Escrow Agreement, 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 Escrow Agent 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 Escrow Agent
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
Escrow Agreement; and
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(D) to the best of the knowledge of the Escrow Agent, 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 Escrow Agent, as such but not in its individual capacity, affecting the existence of the Escrow Agent,
or the titles of its officers to their respective offices or seeking to prohibit, restrain or enjoin the application
on amounts held pursuant to the Escrow Agreement to be applied to pay the principal, premium, if any, and
interest on the Refunded Bonds, or the pledge thereof, or in any way contesting or affecting the validity or
enforceability of the Escrow Agreement, or contesting the powers of the Escrow Agent or its authority to
enter into, adopt or perform its obligations under any of the foregoing, wherein an unfavorable decision,
ruling or finding would materially adversely affect the validity or enforceability of the Escrow Agreement.
(x) an opinion of counsel to the Escrow Agent, dated the Closing Date and
addressed to the City and the Underwriters, to the effect that (i) the Escrow Agent has duly authorized,
executed and delivered the Escrow Agreement; and (ii) the Escrow Agreement constitutes a legally valid
and binding obligation of the Escrow Agent, enforceable against the Escrow Agent in accordance with its
terms, except that the enforceability thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium and other laws in effect from time to time affecting the rights of creditors
generally and except to the extent that the enforceability thereof may be limited by the application of general
principles of equity;
(xi) 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 Representative;
(xii) a copy of the Official Statement, executed on behalf of the Commission
by a person duly authorized to sign on behalf of the Commission;
(xiii) a certified copy of the general resolution or resolutions of the Trustee
authorizing the execution and delivery of the Indenture and the Bonds;
(xiv) certified copies of the resolution or resolutions of the Commission
authorizing the execution and delivery of the Commission’s Documents;
(xv) a copy of the report of [VERIFICATION AGENT] with respect to certain
mathematical computations relating to the Refunded Bonds as described in the Official Statement;
(xvi) a copy of the Blue Sky Memorandum with respect to the Bonds, prepared
by Underwriters’ Counsel;
(xvii) A tax certificate relating to the tax exempt Bonds in form satisfactory to
Bond Counsel and the Representative;
(xviii) 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;
(xix) 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;
(xx) 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
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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;
(xxi) 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;
(xxii) 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;
(xxiii) A copy of the Blanket Letter of Representation to DTC relating to the
Bonds signed by DTC and the Commission;
(xxiv) An executed copy of the Continuing Disclosure Agreement; and
(xxv) 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.
8. 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
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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 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”.
9. 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 Representative, 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
Representative, 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 Representative, materially adversely affects the
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market price or marketability of the Bonds or the ability of the Underwriters to enforce contracts for the
sale of the Bonds; or
(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
Representative, 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 Representative,
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 Representative, 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 Representative’s 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 Representative, 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.
10. 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.
11. 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.
12. 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 Representative or the Underwriters may be given by delivering the same to
Goldman Sachs & Co. LLC, 555 California St., 45th Floor, San Francisco, CA 94104, Attention: Ian Parker.
13. 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.
14. This Purchase Agreement shall be governed by, and construed in accordance with, the laws
of the State of California.
15. 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
* Street address is for non-postal delivery.
P.O. Box for postal (US mail) delivery.
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statements as to the results thereof made by or on behalf of the Underwriters and regardless of delivery of
and payment for the Bonds.
16. 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. This Purchase
Agreement constitutes the entire agreement between the parties hereto with respect to the matters covered
hereby, and supersedes all prior agreements and understandings between the parties regarding the
transaction contemplated by this Agreement and the process leading thereto. This Purchase Agreement
shall only be amended, supplemented or modified in a writing signed by both of the parties hereto.
17. 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.
18. 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.
19. The Representative, in its sole discretion, may waive any condition or requirement imposed
upon the Commission as set forth in this Purchase Agreement.
20. 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.
21. 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.
22. 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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23. 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.
24. The validity, interpretation, and performance of this Purchase Agreement shall be governed
by the laws of the State of California.
Very truly yours,
GOLDMAN SACHS & CO. LLC, 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
Goldman Sachs & Co. LLC
Academy Securities
Barclays Capital
Fidelity Capital Markets
Merrill Lynch, Pierce, Fenner & Smith Incorporated
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EXHIBIT B
MATURITY SCHEDULE
Maturity Date
(June 1)
Principal Amount
Interest Rate
Yield
Price
*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 B Bonds called for
redemption plus accrued interest to the date fixed for redemption, without premium.
.
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EXHIBIT D
ISSUE PRICE CERTIFICATE OF THE UNDERWRITER
_____________
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
SALES TAX REVENUE BONDS
(LIMITED TAX BONDS)
2017 SERIES B
The undersigned, on behalf of Goldman Sachs & Co. LLC (the “Representative”), on behalf of
themselves and Merrill Lynch, Pierce Fenner & Smith Incorporated, Barclays Capital, Academy Securities
and Fidelity Capital Markets (together, the “Underwriting Group”), hereby certifies as set forth below with
respect to the sale and issuance of the above-captioned obligations (the “Bonds”).
1. Sale of the General Rule Maturities. As of the date of this certificate, for each Maturity
of the General Rule Maturities, the first price at which at least 10% of such Maturity was sold to the Public
is the respective price listed in Schedule A.
2. Initial Offering Price of the Hold-the-Offering-Price Maturities.
(a) The Underwriting Group offered the Hold-the- Offering-Price Maturities to the Public for
purchase at the respective initial offering prices listed in Schedule A (the “Initial Offering Prices”) on or
before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to
this certificate as Schedule B.
(b) As set forth in the Bond Purchase Agreement the Representative has agreed in writing that,
(i) for each Maturity of the Hold-the-Offering-Price Maturities, they would neither offer nor sell any of the
Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity
during the Holding Period for such Maturity (the “hold-the-offering-price rule”), and (ii) any selling group
agreement shall contain the agreement of each dealer who is a member of the selling group, and any retail
distribution agreement shall contain the agreement of each broker-dealer who is a party to the retail
distribution agreement, to comply with the hold-the-offering-price rule. The Representative has not offered
or sold any Maturity of the Bonds at a price that is higher than the respective Initial Offering Price for that
Maturity of the Bonds during the Holding Period. Each of the other members of the Underwriting Group
and each selling group member has represented that it would not offer or sell any Maturity of the Hold-the-
Offering-Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity
of the Bonds during the Holding Period.
3. Defined Terms.
(a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto
as the “General Rule Maturities.”
(b) Hold-the-Offering-Price Maturities means those Maturities of the Bonds listed in Schedule
A hereto as the “Hold-the-Offering-Price Maturities.”
(c) Holding Period means, with respect to a Hold-the-Offering-Price Maturity, the period
starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale
Date (December __, 2017), or (ii) the date on which the Underwriters have sold at least 10% of such Hold-
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the-Offering-Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such
Hold-the-Offering-Price Maturity.
(d) Issuer means Riverside County Transportation Commission
(e) Maturity means Bonds with the same credit and payment terms. Bonds with different
maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as
separate maturities.
(f) Public means any person (including an individual, trust, estate, partnership, association,
company, or corporation) other than an Underwriter or a related party to an Underwriter. The term “related
party” for purposes of this certificate means any two or more persons who have greater than 50 percent
common ownership, directly or indirectly.
(g) Sale Date means the first day on which there is a binding contract in writing for the sale of a
Maturity of the Bonds. The Sale Date of the Bonds is December __, 2017.
(h) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer
(or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds
to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a
person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public
(including a member of a selling group or a party to a retail distribution agreement participating in the initial
sale of the Bonds to the Public).
The representations set forth in this certificate are limited to factual matters only. Nothing in this
certificate represents the Representative’s interpretation of any laws, including specifically Sections 103
and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The
undersigned understands that the foregoing information will be relied upon by the Issuer with respect to
certain of the representations set forth in the Tax Certificate and with respect to compliance with the federal
income tax rules affecting the Bonds, and by Orrick, Herrington & Sutcliffe LLP in connection with
rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax
purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice
that it may give to the Issuer from time to time relating to the Bonds. The representations set forth herein
are not necessarily based on personal knowledge and, in certain cases, the undersigned is relying on
representations made by the other members of the Underwriting Group.
GOLDMAN SACHS & CO. LLC, on behalf of itself
and as Representative of the Underwriters
By:
Authorized Representative
Dated: December __, 2017
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SCHEDULE A
SALE PRICES OF THE GENERAL RULE MATURITIES AND
INITIAL OFFERING PRICES OF THE HOLD-THE-OFFERING-PRICE MATURITIES
(Attached)
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__.
** General Rule Maturities
***Hold-the-Offering-Price Maturities
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SCHEDULE B
PRICING WIRE OR EQUIVALENT COMMUNICATION
(Attached)
311
OH&S Draft – 11/10/17
OHSUSA:767651223.2
ESCROW AGREEMENT
between
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
and
U.S. BANK NATIONAL ASSOCIATION
as Bond Trustee and Escrow Agent
Dated as of December 1, 2017
Relating to
Riverside County Transportation Commission
Sales Tax Revenue Bonds (Limited Tax Bonds),
2013 Series A
ATTACHMENT 6
312
TABLE OF CONTENTS
Page
i
OHSUSA:767651223.2
Section 1. Definitions.............................................................................................................. 1
Section 2. Creation and Purpose of 2013 Series A Escrow Fund. .......................................... 2
Section 3. Redemption and Payment of the 2013 Refunded Bonds; Notice of
Redemption and Notice of Defeasance .................................................................. 3
Section 4. Investment of 2013 Series A Escrow Fund; Substitution; Reinvestment .............. 4
Section 5. Sufficiency of Escrow ............................................................................................ 5
Section 6. Payment of the 2013 Refunded Bonds................................................................... 5
Section 7. Termination of Escrow Agreement ........................................................................ 5
Section 8. Fees and Costs........................................................................................................ 5
Section 9. Successors .............................................................................................................. 6
Section 10. Indemnification ...................................................................................................... 6
Section 11. Capacity, Immunities and Liabilities of Escrow Agent ......................................... 6
Section 12. Amendment ............................................................................................................ 6
Section 13. Notices ................................................................................................................... 7
Section 14. Payments Due on Non-Business Days ................................................................... 7
Section 15. Severability ............................................................................................................ 7
Section 16. Law Governing ...................................................................................................... 7
Section 17. Counterparts ........................................................................................................... 7
Exhibit A Description of 2013 Refunded Bonds
Exhibit B Verification Report
Exhibit C Form of Redemption Notice
Exhibit D Form of Defeasance Notice
313
OHSUSA:767651223.2
ESCROW AGREEMENT
This Escrow Agreement, dated as of December 1, 2017 (this “Escrow Agreement”), is
entered into by 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
the laws of the United States of America, as bond trustee (the “Trustee”) and as escrow agent (the
“Escrow Agent”).
WITNESSETH:
WHEREAS, the Commission has heretofore issued the Riverside County Transportation
Commission Sales Tax Revenue Bonds (Limited Tax Bonds), 2013 Series A (Tax-Exempt) (the
“2013 Series A Bonds”), pursuant to an 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 Commission has determined to refund and defease [all / a portion] of the
outstanding 2013 Series A Bonds (the “2013 Refunded Bonds”) and is issuing $[PRINCIPAL
AMOUNT] aggregate principal amount of Riverside County Transportation Commission Sales
Tax Revenue Refunding Bonds (Limited Tax Bonds), 2017 Series B Bonds (the “2017 Series B
Bonds”) pursuant to the Indenture to provide, among other purposes, funds to refund and defease
the 2013 Refunded Bonds pursuant to Sections 4.02, 10.02, 10.03 and 39.01 of the Indenture;
WHEREAS, Section 56.02(b) of the Indenture provides for the transfer and deposit of a
portion of the proceeds of the 2017 Series B Bonds, in the amount of $[_____________], to pay
principal and interest due on the 2013 Refunded Bonds, to the escrow fund created hereunder, such
funds to be applied to refund and defease the 2013 Refunded Bonds; and
WHEREAS, such funds shall be deposited in the escrow fund created hereunder in such
amount as is necessary, together with interest earnings thereon, to insure the full and timely
payment of the Refunding Requirements (as hereinafter defined) for the 2013 Refunded Bonds;
NOW, THEREFORE, in consideration of the mutual agreements herein contained, in order
to secure the payment of the Refunding Requirements as heretofore provided, the parties hereto
mutually undertake, promise and agree for themselves, their respective representatives, successors
and assigns, as follows:
Section 1. Definitions. As used in this Escrow Agreement the following terms have
the following meanings:
Chief Financial Officer means the officer who is then performing the functions of Chief
Financial Officer of the Commission.
Defeasance Securities means securities of the type defined in the Indenture and meeting
the requirements for defeasance specified in Section 10.03 of the Indenture.
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Escrow Agent means U.S. Bank National Association, or any successor thereto appointed
under this Escrow Agreement.
2013 Series A Escrow Fund means the fund by that name created pursuant to Section 2
hereof.
Escrowed Defeasance Securities means those certain Defeasance Securities described in
Exhibit B to this Escrow Agreement.
Refunding Requirements means all installments of interest on and the Redemption Price
of the 2013 Refunded Bonds, in each case commencing on the date hereof and concluding on June
1, 2023, when all the 2013 Refunded Bonds will have been paid or redeemed at the Redemption
Price, as such payments become due, as set forth in the Verification Report included as Exhibit B
to this Escrow Agreement.
Redemption Price means with respect to any 2013 Refunded Bonds, 100 percent of the
principal amount thereof to be redeemed, without premium, plus accrued but unpaid interest to the
date fixed for redemption, payable upon redemption thereof.
Indenture means the Indenture, dated as of June 1, 2008, as supplemented and amended,
between the Commission and the Trustee.
2013 Refunded Bonds means the outstanding Riverside County Transportation
Commission Sales Tax Revenue Bonds (Limited Tax Bonds), 2013 Series A, maturing on June 1
of the years 2024 through 2033, inclusive, and 2039, issued pursuant to the Indenture, and refunded
and defeased by the 2017 Series B Bonds as set forth in Exhibit A hereto.
2017 Series B Bonds means the Riverside County Transportation Commission Sales Tax
Revenue Bonds (Limited Tax Bonds), 2017 Series B, issued pursuant to the Indenture for purposes
of refunding the 2013 Refunded Bonds as described herein.
Trustee means U.S. Bank National Association, and its successors and assigns as trustee
under the Indenture.
Verification Report means the verification report, dated [Closing Date], prepared by the
Verification Agent, which is included as Exhibit B hereto.
Verification Agent means Causey Demgen & Moore P.C.
All other capitalized terms used but not defined herein shall have the respective meanings
given to such terms in the Indenture.
Section 2. Creation and Purpose of 2013 Series A Escrow Fund.
(a) There is hereby created and established with the Escrow Agent a special and
irrevocable trust fund designated the 2013 Series A Escrow Fund (the “2013 Series A Escrow
Fund”). The Escrow Agent shall keep the 2013 Series A Escrow Fund separate and apart from all
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other funds and moneys held by it and shall hold the 2013 Series A Escrow Fund in trust for the
purposes described herein. All Defeasance Securities and moneys in the 2013 Series A Escrow
Fund are hereby irrevocably pledged, subject to the provisions of Section 4 and Section 7 hereof,
to secure the payment of the 2013 Refunded Bonds.
(b) On the date of issuance of the 2017 Series B Bonds, the Escrow Agent shall deposit
$[___________] into the 2013 Series A Escrow Fund, consisting of $[___________] of proceeds
from the 2017 Series B Bonds received from the Trustee [CONFIRM NO OTHER TRANSFERS],
on the date of issuance of the 2017 Series B Bonds, which shall be transferred to the Escrow Agent
pursuant to the Indenture and the written direction of the Commission set forth in the Request and
Order of the Riverside County Transportation Commission regarding redemption and defeasance,
dated the date of issuance of the 2017 Series B Bonds. Such amount shall be held in the 2013
Series A Escrow Fund and paid out as provided in this Escrow Agreement and pursuant to the
Indenture. Such moneys shall be sufficient for the purchase of the Escrowed Defeasance Securities
identified in the Verification Report that is included as Exhibit B to this Escrow Agreement and to
make the cash deposit of $[______] to the 2013 Series A Escrow Fund identified in the Verification
Report that is included as Exhibit B and shall be used by the Escrow Agent to purchase the
Escrowed Defeasance Securities identified in the Verification Report that is included as Exhibit B
to this Escrow Agreement and make such cash deposit on the date of issuance of the 2017 Series
B Bonds. The principal of and interest on the Escrowed Defeasance Securities and any uninvested
cash held hereunder shall be applied by the Escrow Agent to the payment of the Refunding
Requirements applicable to the 2013 Refunded Bonds.
(c) As verified by the Verification Report, the Escrowed Defeasance Securities are
such that, if interest thereon and principal thereof are paid when due, the proceeds from the
collection of such interest and principal, together with any uninvested cash held hereunder, will be
sufficient to pay the Refunding Requirements applicable to the 2013 Refunded Bonds, when due.
(d) The Escrow Agent shall hold all Defeasance Securities in the 2013 Series A Escrow
Fund whether acquired as initial investments, subsequent investments or reinvestments hereunder,
and the money received from time to time as principal and interest thereon, in trust, to secure, and
for the payment of, the Refunding Requirements applicable to the 2013 Refunded Bonds and shall
collect the principal of and interest on such Defeasance Securities held by it hereunder promptly
as such principal and interest become due.
Section 3. Redemption and Payment of the 2013 Refunded Bonds; Notice of
Redemption and Notice of Defeasance.
(a) The Escrow Agent, acting as Trustee, is hereby irrevocably instructed to redeem
the 2013 Refunded Bonds on June 1, 2023 (the “Redemption Date”), at a redemption price of
100% of the principal amount thereof, together with the interest accrued thereon to, but not
including, the Redemption Date, at the times and places and in the manner specified in the
Indenture, such payment to be made from the 2013 Series A Escrow Fund; and
(b) The Escrow Agent, acting as Trustee, is hereby further irrevocably instructed to
give notice of such redemption at the time and in the manner provided in Section 4.02 of the
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Indenture, and in accordance with Section 10.03 of the Indenture. The Escrow Agent, as Trustee,
acknowledges that these irrevocable instructions constitute satisfactory provision for the giving of
notice of redemption required by Section 10.03(b) of the Indenture. Attached as Exhibit C hereto
is a form of redemption notice.
(c) The Escrow Agent, acting as Trustee and Dissemination Agent, is hereby further
instructed to give notice of defeasance at the time and in the manner provided in Section 10.03 of
the Indenture and the Continuing Disclosure Agreement of the Commission with respect to the
2013 Refunded Bonds. Attached as Exhibit D hereto is a form of defeasance notice.
Section 4. Investment of 2013 Series A Escrow Fund; Substitution;
Reinvestment.
(a) The Commission and the Escrow Agent each shall take all remaining necessary
action to have issued and registered in the name of the Escrow Agent, for the account of the 2013
Series A Escrow Fund, the Escrowed Defeasance Securities.
(b) There shall be no exchange or substitution of the Escrowed Defeasance Securities,
except upon: (i) the written direction of the Commission; (ii) receipt by the Commission and the
Trustee of a new verification report, prepared by an independent certified public accountant,
verifying the sufficiency of the amount of Defeasance Securities and cash on deposit in the 2013
Series A Escrow Fund following such exchange or substitution to pay the Refunding Requirements
when due; and (iii) receipt of an opinion of nationally recognized bond counsel to the effect that
such exchange or substitution will not adversely affect the exemption from federal income tax of
interest on the 2013 Refunded Bonds or the 2017 Series B Bonds and that following such
reinvestment the 2013 Refunded Bonds shall be deemed paid within the meaning of Section 10.01
of the Indenture. The Escrow Agent shall not be liable or responsible for any loss resulting from
any substitution of securities made pursuant to this Escrow Agreement and in full compliance with
the provisions hereof.
(c) Except as otherwise provided herein, the Escrow Agent shall not reinvest any cash
portion of the 2013 Series A Escrow Fund and shall hold such cash portion uninvested in such
2013 Series A Escrow Fund; provided, however, that after receiving (i) an opinion of nationally
recognized bond counsel to the effect that such reinvestment will not adversely affect the
exemption from federal income taxation of interest on the 2013 Refunded Bonds or the 2017 Series
B Bonds and (ii) a new verification report, prepared by an independent certified public accountant,
to the effect that such reinvestment will not adversely affect the sufficiency of the amount of
Defeasance Securities and cash on deposit in the 2013 Series A Escrow Fund to pay the Refunding
Requirements when due, the Escrow Agent may, at the written direction of the Commission,
reinvest any cash portion of such 2013 Series A Escrow Fund in Defeasance Securities. The
Escrow Agent shall not be liable or responsible for any loss resulting from any reinvestment made
pursuant to this Escrow Agreement and in full compliance with the provisions hereof.
(d) The Escrow Agent shall furnish the Commission periodic cash transaction
statements which include detail for all investment transactions effected by the Escrow Agent or
brokers selected by the Commission. Upon the Commission’s election, such statements will be
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delivered via the Escrow Agent’s online service and upon electing such service, paper statements
will be provided only upon request. The Commission waives the right to receive brokerage
confirmations of security transactions effected by the Escrow Agent as they occur, to the extent
permitted by law. The Commission further understands that trade confirmations for securities
transactions effected by the Escrow Agent will be available upon request and at no additional cost
and other trade confirmations may be obtained from the applicable broker.
Section 5. Sufficiency of Escrow. Moneys deposited in the 2013 Series A Escrow
Fund, including the investment earnings thereon and any uninvested cash, shall be in an amount,
as determined by the Commission and as verified by the Verification Report, that at all times shall
be sufficient to meet the Refunding Requirements not theretofore met.
If at any time the Escrow Agent shall have actual knowledge that the moneys in the 2013
Series A Escrow Fund, including the investment earnings thereon and any uninvested cash, will
not be sufficient to meet the Refunding Requirements, the Escrow Agent shall notify the Chief
Financial Officer of the Commission of such deficiency in writing as soon as reasonably
practicable. Upon receipt of such notice, the Commission will promptly use its best efforts (but is
not legally required) to pay to the Escrow Agent, from any legally available moneys, and the
Escrow Agent shall deposit in the 2013 Series A Escrow Fund, the amount necessary to make up
the deficiency. The Escrow Agent shall not be liable or responsible for any loss resulting from its
failure to give such notice nor from the Commission’s failure to make any such payment.
Section 6. Payment of the 2013 Refunded Bonds. The Commission hereby requests
and irrevocably instructs the Escrow Agent, and the Escrow Agent hereby agrees to collect and
deposit in the 2013 Series A Escrow Fund the principal of and interest on all Escrowed Defeasance
Securities held for the account of such 2013 Series A Escrow Fund promptly as such principal and
interest become due, and to apply such principal and interest, together with any other moneys and
the principal of and interest on any other Defeasance Securities deposited in such 2013 Series A
Escrow Fund, to the payment of the principal of and interest on and redemption price of the 2013
Refunded Bonds at the places and in the manner stipulated in the Indenture and herein.
Section 7. Termination of Escrow Agreement. When the Escrow Agent shall have
transferred, pursuant to Section 6 hereof, such moneys as are required to pay in full and discharge
all of the 2013 Refunded Bonds, the Escrow Agent, after payment of all fees and expenses of the
Escrow Agent, shall, in accordance with Section 10.04 of the Indenture, immediately transfer any
amounts remaining in the 2013 Series A Escrow Fund to the Commission the moneys, if any, then
remaining in the 2013 Series A Escrow Fund and, in either such event, this Escrow Agreement
shall terminate.
Section 8. Fees and Costs.
(a) The Escrow Agent’s fees, expenses and reimbursement for costs incurred for and
in carrying out the provisions of this Escrow Agreement have been fixed by separate agreement
with the Commission. The Escrow Agent shall also be entitled to additional fees, expenses and
reimbursement for costs incurred from the Commission, including but not limited to, legal and
accounting services in connection with any litigation or other proceedings that may at any time be
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instituted involving this Escrow Agreement (other than fees, expenses and costs due to the
negligence or willful misconduct of the Escrow Agent).
(b) Payments to the Escrow Agent pursuant to this Section 8 shall not be for deposit in
the 2013 Series A Escrow Fund, and the fees of and all expenses and costs incurred by the Escrow
Agent, including without limitation any accruing under the terms of this Escrow Agreement, shall
not be a charge on and in no event shall be deducted from the 2013 Series A Escrow Fund.
Section 9. Successors. Any successor to the Trustee under Article VIII of the
Indenture shall automatically and without further action be the successor to the Escrow Agent
hereunder and be deemed to have assumed all duties and responsibilities of the Escrow Agent
provided by the terms hereof.
Section 10. Indemnification. The indemnification afforded to the Trustee under
Section 8.06 of the Indenture shall extend to the Escrow Agent hereunder.
Section 11. Capacity, Immunities and Liabilities of Escrow Agent. The Escrow
Agent is entering into this Escrow Agreement in its capacity as Trustee under the Indenture and
shall be entitled to the rights, protections, limitations from liability and indemnification afforded
in Article VIII of the Indenture, including, without limitation, the protections and limitations from
liability set forth in Section 8.04 of the Indenture and the right to resign set forth in Section 8.01
of the Indenture. The Escrow Agent shall perform such duties and only such duties as are
specifically set forth in this Escrow Agreement and no implied duties or obligations shall be read
into this Escrow Agreement against the Escrow Agent. The liability of the Escrow Agent to make
payments required pursuant to this Escrow Agreement shall be limited to the cash and Escrowed
Defeasance Securities held on deposit in the 2013 Series A Escrow Fund. The Escrow Agent shall
not be liable or responsible for any loss resulting from any investment or reinvestment made
pursuant to this Escrow Agreement and in full compliance with the provisions hereof. Subject to
the provisions of Section 7 hereof, moneys held by the Escrow Agent hereunder are to be held and
applied for the payment of the 2013 Refunded Bonds in accordance with the Indenture.
Section 12. Amendment. This Escrow Agreement is made for the benefit of the
Commission and the Owners from time to time of the 2013 Refunded Bonds. This Escrow
Agreement shall not be repealed, revoked, altered or amended without the written consent of all
such Owners; provided, however, that the Commission and the Escrow Agent may, but without
the consent of, or notice to, such Owners, enter into such agreements supplemental to this Escrow
Agreement for any one or more of the following purposes: (i) to cure any ambiguity or
inconsistency or formal defect or omission in this Escrow Agreement; (ii) to grant to, or confer
upon, the Escrow Agent for benefit of such Owners any additional rights, remedies, powers or
authority that may lawfully be granted to, or conferred upon, such Owners or the Escrow Agent;
(iii) to subject to this Escrow Agreement additional funds, securities or properties; and (iv) to make
any other amendment that does not materially adversely affect the rights of any Owners of the
2013 Refunded Bonds; provided, however that no such agreement supplemental to this Escrow
Agreement shall modify or amend the irrevocable pledge of the 2013 Series A Escrow Fund, the
provisions requiring delivery of an opinion of nationally recognized bond counsel and a
verification report to the Escrow Agent prior to any substitution of securities and the provisions
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requiring delivery of an opinion of nationally recognized bond counsel and a verification report to
the Escrow Agent prior to any reinvestment, without the consent of all Owners of the 2013
Refunded Bonds. Prior to entering into such agreement supplemental to this Escrow Agreement,
the Escrow Agent may rely upon an opinion of bond counsel that such agreement supplemental to
this Escrow Agreement complies with the terms hereof.
Section 13. Notices. All notices and communications hereunder shall be in writing and
shall be deemed to be duly given if received or if sent by first class mail, as follows:
If to the Commission: Riverside County Transportation Commission
P.O. Box 12008
Riverside, California 92502
Attention: Chief Financial Officer
Telephone: (951) 787-7926
Fax: (951) 787-7920
If to the Trustee
and Escrow Agent: U.S. Bank National Association
633 West Fifth Street, 24th Floor
Los Angeles, California 90071
Attention: Corporate Trust Department
Telephone: (213) 615-6023
Fax: (213) 615-6197
Section 14. Payments Due on Non-Business Days. Any payment or transfer which
would otherwise become due on a day that is not a Business Day (as such term is defined in the
Indenture) need not be made on such day but shall be made on the next succeeding Business Day
(as such term is defined in the Indenture), with the same force and effect as if made on the date
due.
Section 15. Severability. If any section, paragraph, clause or provision of this Escrow
Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or
unenforceability of such section, paragraph, clause or provision shall not affect any of the
remaining provisions of this Escrow Agreement.
Section 16. Law Governing. This Escrow Agreement is made in the State of California
and is to be construed under the Constitution and laws of such State.
Section 17. Counterparts. This Escrow 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.
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IN WITNESS WHEREOF, the Riverside County Transportation Commission has caused
this Escrow Agreement to be signed in its name by its duly authorized officer, and U.S. Bank
National Association, has caused this Escrow Agreement to be signed in its name by its duly
authorized officer, all as of the day and year first above written.
RIVERSIDE COUNTY TRANSPORTATION
COMMISSION
By:
Chief Financial Officer
U.S. BANK NATIONAL ASSOCIATION, as
Trustee and Escrow Agent
By:
Authorized Officer
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OHSUSA:767651223.2
EXHIBIT A
DESCRIPTION OF 2013 REFUNDED BONDS
[TO BE UPDATED FOLLOWING PRICING]
Riverside County Transportation Commission
Sales Tax Revenue Bonds (Limited Tax Bonds)
2013 Series A
Redemption Date: June 1, 2023
Maturity
Date
(June 1)
Original
Principal
Amount
Interest
Rate
(%)
Original
CUSIP No.
(769125)*
Redemption
Price
2024 15,425,000 5.25 ED3 100
2025 16,235,000 5.25 EE1 100
2026 17,090,000 5.25 EF8 100
2027 17,985,000 5.25 EG6 100
2028 18,930,000 5.25 EH4 100
2029 19,925,000 5.25 EJ0 100
2030 20,970,000 5.25 EK7 100
2031 22,070,000 5.25 EL5 100
2032 23,230,000 5.25 EM3 100
2033 24,450,000 5.25 EN1 100
2039‡ 176,135,000 5.25 EP6 100
* CUSIP numbers provided above are provided for the convenience of the Escrow Agent. The
Riverside County Transportation Commission is not responsible for the accuracy or completeness of
any of the CUSIP numbers.
‡ Term Bond
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OHSUSA:767651223.2
EXHIBIT B
VERIFICATION REPORT
[See Tab #_]
323
OHSUSA:767651223.2
EXHIBIT C
FORM OF REDEMPTION NOTICES
[See Tab #__]
324
OHSUSA:767651223.2
EXHIBIT D
FORM OF DEFEASANCE NOTICE
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OHSUSA:767651223.2
NOTICE OF DEFEASANCE
[TO BE UPDATED FOLLOWING PRICING]
The Riverside County Transportation Commission (the “Commission”) hereby provides
notice of the following material events related to the following bond issue:
Riverside County Transportation
Commission Sales Tax Revenue Bonds
(Limited Tax Bonds), 2013 Series A
Each maturity of the Refunded Bonds relating to this notice (as defined below) is identified
by the corresponding CUSIP number set forth below:
2013 Series A Bonds
Redemption Date: June 1, 2023
Maturity
Date
(June 1)
Original
Principal
Amount
Interest
Rate
(%)
Original
CUSIP No.
(769125)*
Redemption
Price
2024 15,425,000 5.25 ED3 100
2025 16,235,000 5.25 EE1 100
2026 17,090,000 5.25 EF8 100
2027 17,985,000 5.25 EG6 100
2028 18,930,000 5.25 EH4 100
2029 19,925,000 5.25 EJ0 100
2030 20,970,000 5.25 EK7 100
2031 22,070,000 5.25 EL5 100
2032 23,230,000 5.25 EM3 100
2033 24,450,000 5.25 EN1 100
2039‡ 176,135,000 5.25 EP6 100
The CUSIP numbers listed above are provided for the convenience of Bond holders. The
Commission is not responsible for the accuracy of such numbers.
Material Event Notices:
Defeasance of Bonds. On [Closing Date], the Commission refunded the bonds identified
in the table above (the “Refunded Bonds”), by depositing a portion of the proceeds of its Riverside
County Transportation Commission Sales Tax Revenue Bonds (Limited Tax Bonds), 2017 Series
B, with U.S. Bank National Association, as escrow agent (the “Escrow Agent”) pursuant to the
Escrow Agreement, dated as of December 1, 2017 (the “Escrow Agreement”), by and between the
Commission and the Escrow Agent. Under the terms of the Escrow Agreement, the Escrow Agent
holds cash and securities as required by the Indenture, dated as of June 1, 2008, as supplemented
and amended, between the Commission and U.S. Bank National Association, as trustee (the
“Indenture”), to provide for the defeasance of the Refunded Bonds. In addition, under the terms
of the Escrow Agreement, the Commission has given the instructions, provided for the notices and
has otherwise satisfied the requirements of the Indenture so the Refunded Bonds are deemed paid
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OHSUSA:767651223.2
and discharged within the meaning and with the effect expressed in the Indenture and are no longer
outstanding under the Indenture, and the Commission’s obligations under the Continuing
Disclosure Agreement relating to the Refunded Bonds have terminated in accordance with its
terms.
Other Matters:
This notice is provided pursuant to the Continuing Disclosure Agreement relating to the
Refunded Bonds. The filing of this notice does not constitute or imply any representation
regarding any other financial or operating information about the Commission or any representation
that no other circumstances or events have occurred which may have a bearing on the
Commission’s financial condition or an investor’s decision to buy, sell or hold the Bonds.
Dated: [Closing Date]
RIVERSIDE COUNTY TRANSPORTATION
COMMISSION
By: _____________________________________
Chief Financial Officer
327
Agreement No. 05-19-510-13
AMENDMENT NO. 13 TO THIS
AGREEMENT FOR BOND COUNSEL SERVICES
1.PARTIES AND DATE
This Amendment No. 13 to the Agreement for Bond Counsel Services is made and
entered into as of ______, 2017, by and between the RIVERSIDE COUNTY
TRANSPORTATION COMMISSION (“Commission”) and ORRICK, HERRINGTON &
SUTCLIFFE LLP (“Consultant”), a limited liability partnership.
2.RECITALS
2.1 The Commission and the Consultant have entered into an agreement No.
05-19-510 dated April 5, 2005 for the purpose of providing bond counsel
services (the “Master Agreement”).
2.2 The Commission and the Consultant have entered into an Amendment No.
1 to the Master Agreement, dated November 14, 2006, for the purpose of
bond counsel tasks related to an interest rate swap transaction in
connection with the Commission’s commercial paper notes under the 2009
Measure A, including a maximum of two (2) counterparty agreements.
2.3 The Commission and the Consultant have entered into an Amendment No.
2 to the Master Agreement, dated December 19, 2008, for the purpose of
bond counsel services related to the termination of the Lehman Brothers
Derivative Products (LBDP) interest rate swap, the review of documentation
relating to the execution of a replacement swap, and commercial paper
issues resulting from the bankruptcy filing of Lehman Brothers Holdings
(LBH).
2.4 The Commission and the Consultant have entered into an Amendment No.
3 to the Master Agreement, dated January 1, 2010 for the purpose of
extending the term, and providing additional compensation for bond counsel
services related to extension of the direct draw letter of credit related to the
2005 Commercial Paper Program and bond counsel services related to the
2009 Measure A debt limit.
2.5 The Commission and the Consultant have entered into an Amendment No.
4 to the Master Agreement, dated June 15, 2010 for the purpose of
extending the term and providing additional compensation for bond counsel
services.
ATTACHMENT 7
328
17336.00009\29991347.1 2
2.6 The Commission and the Consultant have entered into an Amendment No.
5 to the Master Agreement, dated June 15, 2011 for the purpose of
extending the term and providing additional compensation for bond counsel
services.
2.7 The Commission and the Consultant have entered into an Amendment No.
6 to the Master Agreement, dated July 1, 2012 for the purpose of extending
the term and providing additional compensation for bond counsel services.
2.8 The Commission and the Consultant have entered into an Amendment No.
7 to the Master Agreement, dated June 30, 2013 for the purpose of
extending the term and providing additional compensation for bond counsel
services.
2.9 The Commission and the Consultant have entered into an Amendment No.
8 to the Master Agreement, dated July 30, 2014 for the purpose of extending
the term and providing additional compensation for bond counsel services.
2.10 The Commission and the Consultant have entered into an Amendment No.
9 to the Master Agreement, dated July 30, 2015 for the purpose of extending
the term and providing additional compensation for bond counsel services.
2.11 The Commission and the Consultant have entered into an Amendment No.
10 to the Master Agreement, dated June 30, 2016 for the purpose of
extending the term and providing additional compensation for bond counsel
services.
2.12 The Commission and the Consultant have entered into an Amendment No.
11 to the Master Agreement, dated September 14, 2016, for the purpose of
amending the Services, as defined in the Master Agreement, to include the
provision of bond counsel services related to termination of the Deutsche
Bank swap and issuance of refunding bonds for the 2009 Series A Bonds,
and to provide additional funding for the Services.
2.13 The Commission and the Consultant have entered into an Amendment No.
12 to the Master Agreement dated, June 30, 2017, for the purpose of
extending the term and for providing additional compensation for continued
bond counsel services.
2.14 The parties now desire to amend the Master Agreement in order to provide
additional compensation for bond counsel services related to an advance
refunding of a portion of the 2010 Series A Sales Tax Revenue Bonds and
2013 Series A Sales Tax Revenue Bonds with the proceeds from the
issuance of 2017 Series A Refunding Bonds.
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17336.00009\29991347.1 3
3. TERMS
3.1 The maximum compensation for Services performed pursuant to this
Amendment shall be Seven Hundred Seventy-Five Thousand Dollars
($100,000). Work shall be performed at the rates set forth in the Master
Agreement.
3.2 Except as amended by this Amendment No. 13, all provisions of the Master
Agreement, as previously amended, including without limitation the
indemnity and insurance provisions, shall remain in full force and effect and
shall govern the actions of the parties under this Amendment.
3.3 This Amendment shall be governed by the laws of the State of
California. Venue shall be in Riverside County.
3.4 This Amendment may be signed in counterparts, each of which shall
constitute an original.
[Signatures on following page]
330
17336.00009\29991347.1 4
SIGNATURE PAGE
TO
AGREEMENT NO. 05-19-510-13
IN WITNESS WHEREOF, the parties hereto have entered into the Agreement as
of the date first herein above written.
RIVERSIDE COUNTY ORRICK, HERRINGTON &
TRANSPORTATION COMMISSION SUTCLIFFE LLP
By:____________________________ By:_________________________
John F. Tavaglione, Chair Signature
___________________________
Name
___________________________
Title
APPROVED AS TO FORM:
By: _____________________________
Best Best & Krieger LLP
Counsel to the Riverside County
Transportation Commission
331
11/27 /2017
DEBT FINANCING PROGRAM
Taking Advantage of Opportunities While They Last
Theresia Trevino, Chief Financial 0 ·
Debt Financing Program
A History of Innovative Financing
• Commercial paper allowed financing projects prior to collection of 2009 Measure A
• Use of swaps to hedge against potential interest rate increases
• Financing structures that integrate toll and sales tax revenues to minimize sales tax requirement
• RCTC is one of TIFIA's most active participants
1
Debt Financing Program
Municipal Bonds Basics
Promise to repay principal
borrowed from investors
• Debt service paid in installments
Sold in public capital markets
to many investors
• Different maturities and interest rates
appeal to various investors
• Generally re su lt s in lowes t cost of
capital
• Tax-exempt or taxable
Debt Financing Program
Vocabulary
• Principal: par amount or face value
• Bond: legal security of debt service obligations,
often sold in $5,000 denominations
• Coupon: interest rate issuer pays to
bondholders
• Yield : investm
for purchas
• Maturit
•Debt S
What Are the Steps to Issue Bonds?
Plan o f Finance
•Finance Team
Documentation
• Legal documents
• Resolution
•Indenture
•Official Statement
Credit Analysis .
• Presentation
•Rating
Board approval
•Plan
• Legal documents
• Official Statement
Sa le of Bonds
• Official Statement
• Investor marketing
• Pricing and sale
•Closing
11/27 /2017
2
11/27 /2017
Debt financing Program
Who's Who on Financing Team?
Debt Financing Program
Plan of Finance: Use of Bond Proceeds
3
11/27 /2017
Debt Financing Program
Bond Issue Considerations
Debt Financing Program
Bond Issue Examples
$462,2:00.000 $1$1,760.000
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Oond M•turtty
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4
Debt Financing Program
How Are Bonds Issued?
Debt Financing Program
What Happens After Bonds Are Issued?
Debt Proceeds
Debt Service
Continuing Disclosure
Analysis
Issuance costs
Capital expenditures
Refund outstanding debt
Annual principal n
Interest (monthly/semiannually) 0
Material events
Annual report
O ther reporting
Ratings
Market condi tio ns
Regulatory environment
11/27/2017
5
Debt Financing Program
Tax Reform Risks
Debt Financing Program
• Possible additional
reduction or
elimination of 20 l 0
Series B Build
America Bond
subsidy
• Potential
e limination would .
minimize ability to
lbwer interest rate
9nd capture
ebt service
gs
Advance Refunding of 2010 Series A
and 2013 Bonds
11/27/2017
6
Debt Financing Program
Advance Refunding Escrows
• Refunding bonds sold
Debt Financing Program
•Bids so li c it ed for
inves tment portfolio
at lowest cost
•Yie ld on investments
limited to yield on
bonds
•Es c row calculations
are verified
Financing Documents
Resolution 17-015 {
Official Statement -(
Continuing Disclosure {
gth Supplemental -{
Inden ture
Bond Purchase -{
Agreement
Esc;row Agreement _f
F orm ~
• Authorizes issuance and refunding
• Authorizes execution and delivery of documents and other
actions
• Summarizes sales tax financing and risks
• Provides information on RCTC , Measure A, and projects
• Sets forth RCTC reporting requirements
• Assists underwriter complian ce with SEC regulation
• Describes terms and conditions of 20 l 7 Series B Refunding Bonds
• Establishes contract for underwriter syndicate purchase of bonds
• Provides for transfer and deposit of bond proceeds to pay
refunded bonds debt service
11/27/2017
7
11 /2
•Tax reform
unveiled
•Finance
team
activated
Debt Financing Program
Advance Refunding Accelerated Timeline
11 /27
• B&I approval
12/4
•Rating
Presentation
12/l l
•Underwriter
team due
diligence
12/l 2
•Ratings
received
• •
l 2/18-19
•Bond pricing
and sale
• 12/28
Financial
close
11/27/2017
8
AGENDA ITEM 11
Agenda Item 11
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE: November 27, 2017
TO: Budget and Implementation Committee
FROM: Shirley Medina, Planning and Programming Director
THROUGH: John Standiford, Deputy Executive Director
SUBJECT: SB 132 Agreement for Hamner Avenue Bridge Replacement
STAFF RECOMMENDATION:
This item is for the Committee to:
1) Approve Agreement No. 18-31-074-00 with Riverside County (County) and the cities of
Eastvale and Norco for the Hamner Avenue Bridge Replacement project that received an
allocation of SB 132 funds; and
2) Authorize the Executive Director, pursuant to legal counsel review, to execute the
agreement and any future amendments considered minor, with the exception of changes
to funding of non-SB 132 funds; and
3) Forward to the Commission for final action.
BACKGROUND INFORMATION:
SB 132 was passed by the state Legislature and signed by the Governor on April 28, 2017 as part
of the budget trailer bill. SB 132 created the Riverside County Transportation Efficiency Corridor
and allocates $427,172,000 for five projects in Western Riverside County. These projects and
funding amounts are specifically called out in the bill as follows:
Project Description Amount
91 Toll Connector to Interstate 15 $ 180,000,000
Interstate 15/Limonite Interchange 48,000,000
McKinley Grade Separation 84,450,000
Hamner Bridge Widening 6,322,000
Jurupa Road Grade Separation 108,400,000
Total $ 427,172,000
The SB 132 funds are to be administered by the Commission. Invoices for work on these local
agency projects will be submitted by the County to the Commission for review and approval, and
the Commission will then submit invoices to Caltrans Division of Local Assistance for payment.
Upon receipt of payment from the state, the Commission will reimburse the County. Each project
agreement will include language reflecting SB 132 funding reimbursements.
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Agenda Item 11
On March 8, 2016, the County and the cities of Eastvale and Norco entered into an agreement
for the project approval and environmental documentation (PA&ED) phase. An amendment to
this agreement is required to include the Commission as a party to the agreement for the
administration of SB 132 funds and adds the remaining components of final design, right of way,
and construction phases. The amendment also describes the roles and responsibilities of the
parties, updated costs, and standard indemnification clauses.
The Hamner Avenue Bridge project will reconstruct and widen the roadway approaches
connecting to the new bridge over the Santa Ana River. In addition to SB 132 funds in the amount
of $6,322,000, the project is also being funded with federal Highway Bridge Program funds in the
amount of $49,877,000 and $126,000 of Western Riverside County Transportation Uniform
Mitigation Fee Northwest Zone program funds.
Of the five SB 132 projects, the County is the lead for three projects: I-15/Limonite Interchange,
Jurupa Road Grade Separation, and the Hamner Avenue Bridge projects. At the November 2017
Commission meeting, the agreements for the I-15/Limonite Interchange and Jurupa Road Grade
Separation projects were approved.
SB 132 requires all funds appropriated to the projects are encumbered and liquidated by
June 30, 2023. The local agency costs and related SB 132 funds will pass through the Commission;
however, the funding is limited to the SB 132 funds allocated to each project. This agreement
does not commit the Commission to funding above the allocated amount cited in SB 132.
Staff recommends authorization for the Executive Director, pursuant to legal counsel review to
execute the agreement and any future amendments considered minor except for funding
changes.
Financial Information
In Fiscal Year Budget: N/A Year: FY 2018/19+ Amount: $6,322,000
Source of Funds: SB 132 Funds Budget Adjustment: N/A
GL/Project Accounting No.:
003040 415 41510 605 31 41501 $6,322,000 SB 132 revenues
003040 81101 605 31 81101 $390,000 PA&ED
003040 81102 605 31 81102 $218,000 Final Design
003040 81401 605 31 81401 $149,000 Right of Way
003040 81304 605 31 81301 $5,565,000 Construction
Fiscal Procedures Approved: Date: 11/15/2017
Attachment: Draft Agreement No. 18-31-074-00 (Hamner Bridge Replacement)
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AMENDMENT 1
AMENDMENT TO SERVICE AGREEMENT
FOR
PROJECT APPROVAL AND ENVIRONMENTAL DOCUMENTATION (PA/ED) PHASE
BY AND AMONG
COUNTY OF RIVERSIDE, CITY OF EASTVALE, CITY OF NORCO, AND
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
FOR
HAMNER AVENUE BRIDGE REPLACEMENT OVER SANTA ANA RIVER
THIS Amendment (hereinafter the "AMENDMENT") to an agreement is made and entered into as of this _______
day of _________, 2017, by and among the County of Riverside, (hereinafter "COUNTY"), the City of Eastvale,
(hereinafter “EASTVALE”), the City of Norco (hereinafter “NORCO”), and the Riverside County Transportation
Commission (hereinafter “COMMISSION”) to perform the preliminary engineering, conduct the environmental
studies and prepare the environmental documentation for environmentally clearing a project known as Hamner
Avenue Bridge Replacement over Santa Ana River (Br.No.56C0446) including the reconstruction and widening of
the roadway approaches connecting to the new bridge (hereinafter “PROJECT”). EASTVALE and NORCO
collectively are sometimes hereinafter referred to as “CITIES”. The COUNTY, EASTVALE, NORCO, and
COMMISSION are sometimes hereinafter referred to individually as the “PARTY” and collectively as the “PARTIES”.
RECITALS
A. On October 8, 2013, COUNTY entered into a Transportation Uniform Mitigation Fee (TUMF) Funding
Agreement with the Western Riverside Council of Governments (WRCOG) for the Hamner Avenue Bridge
Project. This agreement authorized TUMF funding in the amount of $250,000 for the planning and
environmental phase of the PROJECT. Additional TUMF funding for the PROJECT may be added by future
amendments, provided that additional TUMF revenues become available. $124,000 of the TUMF funding has
already been expended to develop concept plans and cost estimates, and the Hamner Avenue Bridge
Replacement over Santa Ana River Project has been successfully programed in the Highway Bridge Program
(HBP) Multi –Year Plan to receive federal funds.
ATTACHMENT 1
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B. On March 8, 2016, COUNTY, EASTVALE, and NORCO entered into an agreement entitled “Service Agreement
for Project Approval and Environmental Documentation (PA/ED) Phase by and Among County of Riverside,
City of Eastvale, and City of Norco for Hamner Avenue Bridge Replacement Over Santa Ana River.” The
Agreement provides the terms and conditions, a brief scope of work, and the budget and funding sources to
perform preliminary engineering, conduct environmental studies and prepare the environmental documentation
for clearing the Hamner Avenue Bridge Replacement over Santa Ana River (Br.No.56C0446) including the
reconstruction and widening of the approach roadways connecting to the new bridge.
C. On April 3, 2017, the California Senate passed Senate Bill Number 1 (hereinafter “SB-1”) which created a Road
Maintenance and Rehabilitation Funding Program to address deferred maintenance on the state highway
system and the local street and road system.
D. On April 6, 2017, the California Senate amended Senate Bill Number 132 (hereinafter “SB-132”) which added
appropriation to the budget bill to provide $427,172,000 for the Riverside County Transportation Efficiency
Corridor.
E. SB-132 includes provisions for providing funding in the amount of $6,322,000 to reconstruct the Hamner Avenue
Bridge at Santa Ana River as one of the five projects included in the Riverside County Transportation Efficiency
Corridor.
F. SB-132 funding requirements include a stipulation that all funds appropriated for the PROJECT must be
encumbered and liquidated by June 30, 2023.
G. SB-132 funds for the Hamner Avenue Bridge will be distributed through the COMMISSION.
H. The COUNTY, EASTVALE, and NORCO desire to amend the Agreement dated March 8, 2016 to include the
COMMISSION as party to the Agreement for the administration of SB 132 funds.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, the PARTIES agree as
follows:
“SECTION 1 • COUNTY shall:” paragraphs are amended as noted below:
1. (Revised and Replaced) Act on behalf of the CITIES as the Agency responsible for performing the preliminary
engineering, conducting the environmental studies, and preparing the environmental documentation to secure the
CEQA and the NEPA clearance for the PROJECT. All services are dependent on the continued availability
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of the federal HBP funds, and the matching local funds from regional and/or local funding sources, including the
SB-132, TUMF, EASTVALE and NORCO as detailed in the revised and replaced Exhibit “A”, (“the Project
Factsheet”), attached hereto and incorporated herein by reference as if fully set forth herein. COUNTY is providing
services on a reimbursable basis and has absolutely no obligation with regard to COUNTY funding for any portion
of the PROJECT.
3. (Revised and Replaced) Submit invoices to State, WRCOG, and the COMMISSION periodically, but not more
frequent than monthly, for reimbursement of PROJECT costs.
(The Following Paragraphs are new and added to SECTION 1)
4. Reimburse EASTVALE in an amount not to exceed $25,000 for project coordination costs incurred during PA/ED
Phase.
5. Reimburse NORCO in an amount not to exceed $50,000 for project coordination costs incurred during PA/ED
Phase and as the Lead Agency for reviewing and considering the CEQA Document as necessary for PROJECT
approval.
SECTION 1A (A new Section 1A is added and incorporated herein)
COMMISSION Shall:
1. Reimburse COUNTY, pursuant to COUNTY invoices, for PROJECT costs out of SB 132 funds
made available for PROJECT as allowed under regulations established for SB-132 funding.
2. Submit invoices to STATE, and provide payment to COUNTY pursuant to COUNTY invoices within
30 days of receipt of COMMISSION payment from STATE.
“SECTION 2 • EASTVALE shall:” paragraphs are amended as noted below:
1. (Deleted)
4. (Deleted)
(The Following Paragraph is new and added to SECTION 2)
5. Bill COUNTY monthly for PROJECT coordination costs in accordance with regulations established for SB-132
funding. COUNTY will include said billings as part of the monthly billings to be submitted by COUNTY to
COMMISSION.
“SECTION 3 • NORCO shall:” paragraphs are amended as noted below:
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2. (Deleted)
5. (Deleted)
(The Following Paragraph is new and added to SECTION 3)
6. Bill COUNTY monthly for PROJECT coordination costs in accordance with regulations established for SB-132
funding. COUNTY will include said billings as part of the monthly billings to be submitted by COUNTY to
COMMISSION.
“SECTION 4 • IT IS FURTHER MUTUALLY AGREED AS FOLLOWS:” paragraphs are amended as noted
below:
2. (Revised and Replaced) After the completion of PA/ED Phase, the continued implementation of the PROJECT
depends primarily on the availability and authorization of HBP funds, and the matching local funds from regional
and/or local funding sources, including the SB-132, TUMF, EASTVALE and NORCO. In the event that adequate
funds are not available to move forward or to complete the PROJECT, PARTIES agree to meet and confer and
collectively work to identify adequate funding for a period of six months from the approval date of the NEPA
document, which is the completion date of the PA/ED Phase. During or at the end of this period, if PARTIES are
not successful to secure the necessary funds for the subsequent phases of the PROJECT, the “Project Closure
During Preliminary Engineering (PE)” as provided in “Article 6.7.6” of the “Chapter 6, Highway Bridge Program
(HBP, formerly Highway Bridge Replacement and Rehabilitation Program or HBRRP)” of the State’s Local
Assistance Program Guidelines (LAPG) shall be implemented.
6. (Revised and Replaced) The revised and replaced Factsheet provides for a brief PROJECT scope of work,
preliminary cost estimates by project phase and the anticipated funding sources to cover these costs. COUNTY
and CITIES mutually understand and agree that the cost and schedule information provided in the Factsheet are
approximate in nature and subject to change and refinement as the PROJECT is developed and detailed information
became available. The information is based on limited preliminary studies performed with the sole purpose of
programming the project in the Federal Transportation Improvement Program (FTIP) and to assist the CITIES with
initial long term fiscal planning for the matching local funds. The Project Budget Form, which will be reviewed and
updated at the start of each fiscal year, shall be the sole source of up to date project budget and schedule
information for fiscal planning and necessary adjustments.
8. (Revised and Replaced) Neither COUNTY nor any officer or employee thereof shall be responsible for
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any damage or liability occurring by reason of anything done or omitted to be done by CITIES or COMMISSION
under or in connection with any work, authority or jurisdiction delegated to CITIES or COMMISSION under this
Agreement. It is further agreed that pursuant to Government Code Section 895.4, CITIES and COMMISSION shall
fully indemnify and hold COUNTY harmless from any liability imposed for injury (as defined by Government Code
Section 810.8) occurring by reason of anything done or omitted to be done by CITIES or COMMISSION under or
in connection with any work, authority or jurisdiction delegated to CITIES and COMMISSION under this Agreement.
9. (Revised and Replaced) Neither CITIES and COMMISSION nor any officer or employee thereof shall be
responsible for any damage or liability occurring by reason of anything done or omitted to be done by COUNTY
under or in connection with any work, authority or jurisdiction delegated to COUNTY under this Agreement. It is
further agreed that pursuant to Government Code Section 895.4, COUNTY shall fully indemnify and hold CITIES
and COMMISSION harmless from any liability imposed for injury (as defined by Government Code Section 810.8)
occurring by reason of anything done or omitted to be done by COUNTY under or in connection with any work,
authority or jurisdiction delegated to COUNTY under this Agreement.
15. (Revised and Replaced) Neither the CITIES nor COUNTY or COMMISSION shall assign this Agreement
without the written consent of the others.
17. (Revised and Replaced) This Agreement is the result of negotiations between the parties hereto, and the
advice and assistance of their respective counsel. The fact that this Agreement was prepared and amended as a
matter of convenience by CITIES, COMMISSION, or COUNTY shall have no importance or significance. Any
uncertainty or ambiguity in this Agreement shall not be construed against the party that prepared it in its final form.
18. (Revised and Replaced) Any waiver by COUNTY, COMMISSION, or CITIES of any breach by any other party
of any provision of this Agreement shall not be construed to be a waiver of any subsequent or other breach of the
same or any other provision hereof. Failure on the part of COUNTY, COMMISSION, or CITIES to require from any
other party exact, full and complete compliance with any of the provisions of this Agreement shall not be construed
as in any manner changing the terms hereof, or stopping COUNTY, COMMISSION, or CITIES from enforcing this
Agreement.
19. (Revised and Replaced) The Agreement dated March 8, 2016 and amended here by this Amendment 1, and
the Revised Exhibit “A” attached herein contain the entire agreement between the PARTIES, and are intended by
the PARTIES to completely state the Agreement in full. Any agreement or representation respecting the matters
dealt with herein or the duties of any party in relation thereto, not expressly set forth in this Agreement, is null
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and void.
23 (Revised and Replaced) All notices, demands, invoices, and other communications required or permitted
hereunder shall be in writing and delivered to the following addresses or such other address as the PARTIES may
designate:
COUNTY: EASTVALE:
County of Riverside Transportation Department City of Eastvale
Attn: Patty Romo, Director of Transportation Attn: Michele Nissen, City Manager
4080 Lemon Street, 8th Floor 12363 Limonite Ave, Suite 910
Riverside, CA 92501 Eastvale, CA 91752
Phone: (951) 955-6740 Phone: (951) 703-4411
Fax: (951) 955-3198 Fax: (951) 361-0888
NORCO: COMMISSION:
City of Norco Riverside County Transportation Commission
Attn: Andy Okoro, City Manager Attn: Anne Mayer, Executive Director
2870 Clark Avenue 4080 Lemon Street, 3rd Floor
Norco, CA 92860 Riverside, CA 92502
Phone: (951) 270-5611 Phone: (951) 787-7141
Fax: (951) 270-5622
(The Following Paragraphs are new and added to SECTION 4)
25. The recitals set forth at the beginning of the Agreement and this Amendment are incorporated herein by this
reference.
26. COMMISSION is not responsible or liable for providing any funding for PROJECT other than those funds made
available pursuant to SB 132.
27. Nothing in this AGREEMENT shall be construed to prevent or preclude COUNTY from expending funds on the
PROJECT prior to the execution of the AGREEMENT, or from being reimbursed for such expenditures.
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28. In light of the fact that this Agreement has been amended, any references to this Agreement found in this
Agreement shall be interpreted to refer to the Agreement as amended. Similarly, any reference to Exhibit “A” within
this Agreement shall refer to the Revised Exhibit “A,” which is attached to this Amendment 1.
29. This Amendment 1 may be executed in one or more counterparts and when a counterpart shall have been
signed by each party hereto, each shall be deemed an original, but all of which constitute one and the same
instrument.
[Signatures of Parties on Following Page(s)]
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APPROVALS
CITY OF EASTVALE
APPROVED BY:
__________________________ Dated: ________
PRINTED NAME
TITLE
APPROVED AS TO FORM:
__________________________ Dated: ________
PRINTED NAME
TITLE
ATTEST:
__________________________ Dated: ________
PRINTED NAME
TITLE
CITY OF NORCO
APPROVED BY:
_______________________ Dated: _______
PRINTED NAME
TITLE
APPROVED AS TO FORM:
_______________________ Dated: _______
PRINTED NAME
TITLE
ATTEST:
_______________________ Dated: _______
PRINTED NAME
TITLE
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COUNTY OF RIVERSIDE
RECOMMENDED FOR APPROVAL:
__________________________ Dated: ________
Patricia Romo, Director of Transportation
APPROVED AS TO FORM:
Gregory P. Priamos, County Counsel
__________________________ Dated: ________
By Deputy
APPROVAL BY THE BOARD OF SUPERVISORS:
__________________________ Dated: ________
________________________________________
PRINTED NAME
Chairman, Riverside County Board of Supervisors
ATTEST:
__________________________ Dated: ________
Kecia Harper-Ihem
Clerk of the Board (Seal)
COMMISSION:
APPROVED BY:
______________________ Dated: _______
PRINTED NAME
TITLE
APPROVED AS TO FORM:
_______________________ Dated: _______
PRINTED NAME
TITLE
ATTEST:
______________________ Dated: _______
PRINTED NAME
TITLE
342
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AGENDA ITEM 12
Agenda Item 12
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE: November 27, 2017
TO: Budget and Implementation Committee
FROM: Shirley Medina, Planning and Programming Director
THROUGH: John Standiford, Deputy Executive Director
SUBJECT: SB 1 Local Partnership Program Project Nominations
STAFF RECOMMENDATION:
This item is for the Committee to:
1) Approve the project nominations for the SB 1 Local Partnership Program (LPP) programs
comprised of:
a) LPP Formula: 71/91 Interchange, State Route 91 High Occupancy Vehicle
(91 HOV)/Pachappa Overpass, and Temescal Canyon Road Widening projects; and
b) LPP Competitive: Interstate 15/Railroad Canyon;
2) Approve match funds by programming $2 million of 2009 Measure A Western County
(WC) Highway and/or New Corridor funds for the Commission’s 71/91 Interchange
project and $7.3 million of 2009 Measure A Western County Regional Arterial (MARA)
funds for the County of Riverside’s (County) Temescal Canyon Road Widening project;
3) Submit the project nominations to the California Transportation Commission (CTC) by the
application deadline of December 15, 2017 for the LPP Formula program and January
30, 2018 for the LPP Competitive program;
4) Direct staff to include project amendments to reflect SB 1 LPP funding in the Federal
Transportation Improvement Program;
5) Authorize the Executive Director, pursuant to legal counsel review and upon CTC adoption
of the LPP Formula program of projects and CTC approval of the LPP Competitive program
of projects, to execute amendments to the following agreements as required for
programming SB 1 LPP and match funding:
a) Agreement No. 08-31-033-00 with Caltrans for the 71/91 Interchange project;
b) Agreement No. 16-31-045-00 with Caltrans for the 91 HOV/Pachappa Overpass
project construction; and
c) Agreement No. 17-72-109-00 with the County for the Temescal Canyon Road
Widening project, as the County will be the implementing agency; and
6) Forward to the Commission for final action.
BACKGROUND INFORMATION:
The SB 1 LPP program guidelines were developed in consultation with regional transportation
planning agencies, Caltrans, metropolitan planning organizations, environmental agencies,
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California State Transportation Agency, councils of governments, transit and rail operators, local
jurisdictions, and several transportation advocacy groups. The LPP guidelines were approved and
released by the CTC on October 18, 2017. Project nominations for the LPP Formula program are
due December 15, 2017 and for the LPP Competitive program on January 30, 2017.
The intent of the LPP program is to reward counties, cities, districts, and regional transportation
agencies that have voter approved taxes or fees solely dedicated to transportation
improvements. The LPP Formula funds are distributed to agencies that administer voter
approved taxes or fees solely dedicated to transportation, such as the Commission. The available
funds are primarily distributed based on population in Southern California. The LPP Competitive
funds are open to agencies that administer voter approved taxes of fees and those that have
imposed fees solely for transportation purposes.
The LPP Formula program funds are available over two years, fiscal years 2017/18 and 2018/19,
and the LPP Competitive program covers fiscal years 2017/18 through 2019/2020. Eligible
projects primarily include:
• State highway improvements (including major rehab., capacity, safety, and operational);
• Transit improvements;
• Acquisition, retrofit, or rehabilitation of rolling stock, buses, or other transit equipment;
• Local road improvements (including major rehabilitation, resurfacing, or reconstruction);
• Bike and pedestrian improvements;
• Environmental mitigation of new transportation infrastructure; and
• Other transportation improvements.
The LPP Formula program funds all project components, while the LPP Competitive program only
funds construction. The match requirement is one-to-one for both programs. The SB 1 LPP funds
are allocated on a reimbursement basis.
LPP Formula Program Recommended Projects
As previously mentioned, the LPP Formula program is a two-year cycle (FYs 2017/18 and
FY 2018/19). The Commission’s Measure A program qualifies for Formula funds and will receive
$13,366,000 for the two-year period. Staff considered and evaluated projects that meet the
eligibility requirements as well as the programming and delivery timeline. For the evaluated
projects, match sources include federal Surface Transportation Block Grant and 2009 Measure A
Western County funds. The following projects are proposed for LPP Formula funds:
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Agenda Item 12
Project Phase LPP Formula
$ (000’s)
Match
$ (000’s) Match Source
Est.
Allocation
Date
71/91
Interchange
PA&ED
Revalidation
$ 2,000 $ 2,000 2009 Measure
A WC highway
and/or new
corridor
Feb 2018
SR-91
HOV/Pachappa
Underpass
Construction 4,066 4,066 Federal STBG Apr 2018
Temescal Canyon
Road Widening
Construction 7,300 7,300 MARA Jul 2018
$ 13,366 $ 13,366
The match for the 71/91 Interchange and Temescal Canyon Road Widening projects require
Commission approval. The match for the 91 HOV/Pachappa Underpass project does not require
approval, as the Commission previously approved federal funds during the early stages of the
project.
Staff recommends these three projects for inclusion for the LPP Formula program as they will be
ready for construction. Following CTC adoption of the program of projects on January 31, 2018,
staff recommends the Commission authorize the Executive Director to execute amendments to
existing agreements for programming SB 1 LPP Formula and match funding for these projects.
The status of each project is summarized below:
71/91 Interchange
The 71/91 Interchange improvement project consists of replacing the existing east to
north connector with a direct fly-over connector from eastbound SR-91 to northbound
SR-71 in the city of Corona. The project will construct a collector-distributor system from
Green River Road to east of the 71/91 junction. The 71/91 Interchange improvement
project has completed the environmental and design phases. Right of way activities have
also commenced. However, the project approval and environmental document (PA&ED)
requires revalidation as it is over three years old. The revalidation and right of way
certification is anticipated to be complete within the next 18 months. Funding the
revalidation effort with LPP Formula funds will allow the 71/91 Interchange project to
compete for construction funds from the SB 1 Solutions for Congested Corridors program.
Caltrans District 8 has committed to partnering with the Commission, as the lead agency,
on this project. Total construction is anticipated at $118 million.
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Agenda Item 12
91 HOV/Pachappa Underpass
This project is to construct an underpass at Pachappa and other associated work
remaining from the 91 HOV project. This project is anticipated to be ready to list in April
2018. The LPP Formula funds will provide full funding for the project based on the most
recent construction estimate. The Commission is the lead agency. Total construction is
estimated at $17.7 million.
Temescal Canyon Widening
The Temescal Canyon Widening project is part of the Commission’s plans for improving
the I-15 corridor. The County is the lead agency. Temescal Canyon Road serves as the
only north-south arterial that runs parallel to I-15 and is used as an alternate route to
avoid congestion on I-15. Construction is anticipated to begin in July 2018. Funding
construction with LPP Formula funds ensures the project can be delivered quickly to
reduce congestion and address safety concerns. Total construction is estimated at
$14.6 million.
Other projects throughout the County were considered for LPP Formula funds. However, the
importance of delivering projects quickly with SB 1 funding will demonstrate to the voters that
SB 1 is a critical funding source that can be relied upon to build sorely needed infrastructure
improvements that otherwise would be delayed by several years. In addition, since the LPP
Formula funds are available for two years, there is significant pressure to draw down these funds
or the funds will lapse.
Staff will continue to work with local agencies to help them prepare for future SB 1 competitive
cycles including the Trade Corridors Enhancement Program and the Solutions for Congested
Corridors Program.
LPP Competitive Program Recommended Project
Staff recommends submitting the I-15/Railroad Canyon Road interchange improvement project
for the LPP Competitive program requesting approximately $15 million for the construction
phase. The I-15/Railroad Canyon project is currently in the design phase, and right of way has
also commenced. Construction is estimated at $35 million and anticipated to start December
2018, which fits the timeline for this program. Since this project has been approved for
Transportation Uniform Mitigation Fee (TUMF) Regional Arterial funding, staff proposes
programming approximately $17 million of TUMF Regional Arterial funds as local match.
Therefore, if the project is approved for LPP Competitive program funds, staff will return to the
Commission for approval to program the TUMF Regional Arterial funds and amend the current
funding agreement to include the construction phase as well as LPP Competitive and TUMF
Regional Arterial funding. This project also was approved for $2,920,000 of 2018 State
Transportation Improvement Program funding at the Commission’s September 2017 meeting.
Applications for the LPP Competitive program are due January 30, 2018. The CTC is scheduled to
approve the LPP Competitive program of projects on May 16, 2018.
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Agenda Item 12
Fiscal Impact
In regard to the proposed local match funds programming, 2009 Measure A WC Highway and/or
New Corridor funds are available for the 71/91 Interchange project and MARA funds are available
for the Temescal Canyon Road Widening project.
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SENATE BILL 1
Local Partnership Program
Local Partnership Program
Program Objective:
To reward counties, cities, districts, and regional transportation
agencies in which voters have approved fees or taxes solely
dedicated to transportation improvements or that have enacted
fees solely dedicated to transportation.
The LPP is divided into two programs: Formula a
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1
SB 1 Local Partnership Program
Call for Projects Released: Oct 20, 2017
Applications Due:
CTC Adoption:
Formula
Dec 15, 2017
Jan 30, 201
Competitive
,2
Local Partnership Program -Formula
Eligible Agencies -Formula:
Agencies that administer taxes and fees solely for
transportation purposes that were voter approved =
RCTC -Measure A
Funding:
-$200 million over 2 Years (FYs 2017/18 -2018
-Primarily distributed by population -RCT
million
Eligible Components: All Phases
Match: 1 to 1, any fund sourc
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Local Partnership Program -Competitive
Eligible Agencies -Competitive:
Agencies that administer taxes and fees solely for
transportation purposes that were voter approved
Agencies that have imposed fees specifically for
transportation purposes
Funding:
-$300 million over 3 Years (FYs 2017 /18 -2019,/20)
-Statewide Competitive Cycle
Eligible Component: Construction
Match: 1 to 1, fee or sales tax
Local Partnership Program (cont'd)
Eligible Projects:
l. State highway improvements including rehab , capacity
increasing segments , safety or operational
improvements;
2. Transit facility improvements, including guideways;
3. Acquisition, retrofit of rolling stock , buses , or other transit
equipment;
4. Local road system improvements;
5. Bike and pedestrian safety or mobilit ,.,
6. Environmental mitigation impac
infrastructure;
7. Sound walls for a freeway bwit
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"
L o c a l P a r t n e r s h i p P r o g r a m ( c o n t ' d )
C o n s i d e r a t i o n s :
" C T C e n c o u r a g i n g a l l o c a t i n g a n d d e l i v e r i n g p r o j e c t s e a r l y
" C o m m i s s i o n p a s t p r a c t i c e i s t o p r o g r a m f u n d s f o r .
c o n s t r u c t i o n
" S B 1 R e p e a l E f f o r t
L o c a l P a r t n e r s h i p P r o g r a m F o r m u l a
P r o j e c t N o m i n a t i o n s
F o r m u l a f u n d s a v a i l a b l e : S l 3 . 3 6 6 m i l l i o n
P r o j e c t
7 1 / 9 1 I C C o n n e c t o r
9 1 H O V / P a c h a p p a U n d e r p a s s
T e m e s c a l C a n y o n W i d e n i n g
P h a s e
P A & E D
C O N S
C O N S
L P P $
2 . 0
4 . 0 6 6
7 . 3
7 1 / 9 1 I C p r o j e c t i s f u l l y d e s i g n e d a n d i n r / w
o f P A & E D i s r e q u i r e d . C o n s t r u c t i o n a n t i c i p
9 1 H O V / P a c h a p p a U n d e r p a s s i s e s t i m
A p r i l 2 0 1 8 .
T e m e s c a l C a n y o n W i d e n i n g i
J u l y 2 0 1 8 .
M a t c h $
2 . 0 , M e a s A
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1 1 / 2 7 / 2 0 1 7
4
Local Partnership Program Competitive
Project Nomination
Competitive funds available: $300 million Statewide Call for Projects
Project
1-15/Railroad Canyon IC
Phase
CONS
.lE.E....$
$15 M
Match$
$15 M/TUMF
1-15/Railroad Canyon interchange will be r ~ddy for construction
within the programming period . Con truction · alloca.tion
anticipated in December 2019 .
Local Partnership Program Formula and
Competitive Project Nomination
Formula Projects: Competitive Project:
71/91 ICConnectors 1-15/Railroad Canyon IC
91 HOV /Pachappa Underpass
Temescal Canyon Widening
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Upcoming SB 1 Program Cycles
Trade Corridors Enhancement Program -FYs 2017 /18 -2019 /20
Available Funds= $1.3 Billion Statewide (Federal, State SB 1)
($467 million to Los Angeles/Inland Empire)
YApplications Due -Jan 30, 2018
Y303 Local Match
YFunds All Components (PA&ED, PS&E, RW & Cons)
YFreight/Goods Movement projects (Hwys, Lo
YGrade Separations
YProgram Adoption -May 16, 2018
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Upcoming SB 1 Program Cycles
Solutions for Congested Corridors -FYs 2017 /18 -2020/21
Available Funds=$ 1 Billion
~ Applications Due -Feb 16, 2018
~ No Match Required (leveraging desired)
~ Funds Construction Only
~ Highways -HOV /HOT, safety and operational (
~ Arterials (capacity okay)
~ Transit
~ Rail
~ Bike & Pedestrian facilities
All SB 1 Program Cycles
•
SB 1 Projects will need to align with State Goals -
./ Air Quality Benefits/Greenhouse Gas reduction
./ VMT reduction
./ Multimodal
./ Corridor Planning
./ Benefit Cost Analysis
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Questions?
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