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11 November 27, 2017 Budget & implementationComments are welcomed by the Commission. If you wish to provide comments to the Commission, please complete and submit a Speaker Card to the Clerk of the Board. 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 f w in a 1 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 Present D ,;;r ~ ~ D ~ z{ ,Rf ~ ~ Absent ft D ;d-q '.4~4'11t D D D ~ D D D D D D D D RIVERSIDE COUNTY TRANSPORTATION COMMISSION BUDGET AND IMPLEMENTATION COMMITTEE SIGN-IN SHEET NOVEMBER 27, 2017 NAME / AGENCY E MAILADDRESS £ ~ k--~. /le:;_ ~;:. -~-Y- l!JJ!t 1f AL-r //Jf/61-( ;~J~ Tot.I . l2, I V C_.-(} -~i~ fl'1~ C/ef-t-1 11 e5A- "'-~\ J-\A_p 1'_\ ( \("' c +-l-LM 'I )~!-Pl ~ ~~ 'N\e..,~Ns,~ t \.\."' ~ ~~\t>u' . th 7Mu c.,eL-· l-AkfdO~ ~J/1-.... "~-·~/-./rvr 1.r-.. ,,_.L /..In-<::; -... -(' f( ( c ~ . GI/; (?5 rr v,R ~~rP-TP-7- I~ ( Q,/ ~/.I k tMJ! fV'.. ( aflt-erP rJ.l { r I I f-t_ / ~ ~' ~t;::r .. r--.... ~ '1~ \',_ P\. ...... ,. /~.V\. ·~\.~ "'--\ l\r~ 6---!A 12-. 7-1==~/}l ""''"" ~ ·!~~ ~eL.-0 5Ndiu·1J\J ~Q\ \~ - 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 GDP - Domestic economy will continue to grow in the low 2% range although hurricane-related distortions in the data are expected over the next several quarters. Consumer spending to remain the primary contributor to growth. Increases in business fixed investment and government spending are needed to propel growth trajectory upward. Any positive impact from the enactment of tax reform will not be felt until 2018. Consumer - Present situation component of consumer confidence remains elevated while future expectations have declined slightly. Household debt, apart from home mortgages, is rising while savings rate remains low. Hurricanes providing a temporary boost to auto sales from the summer lows. Low overall savings rate masks dispersion between various income strata and will limit the ability of consumers to dramatically push spending higher. Business - Continued improvement in revenue trends and profitability, especially in the commodity space, has stabilized credit metrics. Strength in sentiment indicators such as PMI and business confidence signals continued uptick in business fixed investment. While the final version of tax reform is yet to be determined, businesses are poised to derive the greatest benefit. Regulatory reform efforts will continue to benefit both financial and industrial market segments. Residential / Commercial Real Estate - Shortage of inventory in lesser priced homes supports mid-single digit price appreciation with large divergence geographically. With nearly 25% of national housing starts in Florida and Texas, hurricane-related weakness will depress starts and sales over the near term. Affordability for first-time home buyers is at post-crisis lows. Recent Federal Reserve Senior Loan Officer Opinion Survey shows modest tightening in CRE lending standards. Retail bankruptcies and store closings continue to challenge mall properties, while new construction supply puts downward pressure on multi-family and hotel sub-sectors. Inflation - Tight labor market and rising wages expected to push core service inflation higher while weak dollar and rising import prices have similar effect on core goods prices. ISM manufacturing index, a leading indicator of inflation, strongest since 2004. Survey of Professional Forecaster’s inflation expectations assumes a more prominent role in Fed deliberations regarding the 2% inflation target. U.S. Monetary Policy - Federal Reserve’s balance sheet reduction commences with any future policy adjustments coming in the form of changes in the federal-funds rate. Although the long-term dot plot was lowered, market expectations regarding fed-funds increases through 2018 remain too low. Changing Fed board composition likely to lead to a more hawkish Fed, especially if progress on the fiscal front is realized, with a softer stance on financial regulation. Employment - Absent a significant improvement in the labor force participation rate, the unemployment rate will continue to decline and exert upward pressure on wages. Increasing proportion of new entrants to the labor force are lower skilled workers, a barometer of labor market tightness. Voluntary job separations (U.S. Quits Rate) at cycle highs demonstrates strong employee confidence. Shortage of skilled labor impacting many small to medium sized businesses. Central Banks / International - Synchronized global economic growth pushing Central Banks away from accommodative policies. Shifts in European political landscape continue to move in a more populist direction with Germany, Spain and Italy at the forefront. Rising geopolitical tensions in the Middle East and Asia represent tail risks to financial markets. The conclusion of the Chinese 19th National Congress should consolidate power for current leadership, leading to a more assertive posture on the international stage. The views presented above are Logan Circle's and are subject to change over time. There can be no assurance that the views expressed above will prove accurate and should not be relied upon as a reliable indicator of future events. MARKET REVIEW Outlook and Current Themes 2 58 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. 93 Revised April 13, 2016December 13, 2017 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. 94 Revised April 13, 2016December 13, 2017 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 95 Revised April 13, 2016December 13, 2017 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. 96 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 97 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 98 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 99 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; 100 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. 17-016 101 DRAFT Riverside County Transportation Commission Procurement Policy Manual (December 13, 2017) ATTACHMENT 1 102 Riverside County Transportation Commission Procurement Policy Manual December September 20175 DRAFT Revision: 322 ii 103 Riverside County Transportation Commission Procurement Policy Manual December September 20175 DRAFT Revision: 322 i 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  104 Riverside County Transportation Commission Procurement Policy Manual December September 20175 DRAFT Revision: 322 ii 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  105 Procurement Policy Manual December September 20175 DRAFT Revision: 322 1 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 106 Procurement Policy Manual December September 20175 DRAFT Revision: 322 2 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. 107 Procurement Policy Manual December September 20175 DRAFT Revision: 322 3 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 108 Procurement Policy Manual December September 20175 DRAFT Revision: 322 4 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 109 Procurement Policy Manual December September 20175 DRAFT Revision: 322 5 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. 110 Procurement Policy Manual December September 20175 DRAFT Revision: 322 6 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. 111 Procurement Policy Manual December September 20175 DRAFT Revision: 322 7 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 112 Procurement Policy Manual December September 20175 DRAFT Revision: 322 8 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. 113 Procurement Policy Manual December September 20175 DRAFT Revision: 322 9 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 114 Procurement Policy Manual December September 20175 DRAFT Revision: 322 10 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 115 Procurement Policy Manual December September 20175 DRAFT Revision: 322 11 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 116 Procurement Policy Manual December September 20175 DRAFT Revision: 322 12 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 117 Procurement Policy Manual December September 20175 DRAFT Revision: 322 13 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. 118 Procurement Policy Manual December September 20175 DRAFT Revision: 322 14 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. 119 Procurement Policy Manual December September 20175 DRAFT Revision: 322 15 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. 120 Procurement Policy Manual December September 20175 DRAFT Revision: 322 16 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 121 Procurement Policy Manual December September 20175 DRAFT Revision: 322 17 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. 122 Procurement Policy Manual December September 20175 DRAFT Revision: 322 18 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 123 Procurement Policy Manual December September 20175 DRAFT Revision: 322 19 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; 124 Procurement Policy Manual December September 20175 DRAFT Revision: 322 20 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. 125 Procurement Policy Manual December September 20175 DRAFT Revision: 322 21 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 126 Procurement Policy Manual December September 20175 DRAFT Revision: 322 22 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 127 Procurement Policy Manual December September 20175 DRAFT Revision: 322 23 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. 128 Procurement Policy Manual December September 20175 DRAFT Revision: 322 24 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. 129 Procurement Policy Manual December September 20175 DRAFT Revision: 322 25 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; 130 Procurement Policy Manual December September 20175 DRAFT Revision: 322 26 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. 131 Procurement Policy Manual December September 20175 DRAFT Revision: 322 27 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. 132 Procurement Policy Manual December September 20175 DRAFT Revision: 322 28 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 133 Procurement Policy Manual December September 20175 DRAFT Revision: 322 29 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. 134 Procurement Policy Manual December September 20175 DRAFT Revision: 322 30 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. 135 Procurement Policy Manual December September 20175 DRAFT Revision: 322 31 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 136 Procurement Policy Manual December September 20175 DRAFT Revision: 322 32 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. 137 Procurement Policy Manual December September 20175 DRAFT Revision: 322 33 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. 138 Procurement Policy Manual December September 20175 DRAFT Revision: 322 34 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. 139 Procurement Policy Manual December September 20175 DRAFT Revision: 322 35 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. 140 Procurement Policy Manual December September 20175 DRAFT Revision: 322 36 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. 141 Procurement Policy Manual December September 20175 DRAFT Revision: 322 37 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 142 Procurement Policy Manual December September 20175 DRAFT Revision: 322 38 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. 143 Procurement Policy Manual December September 20175 DRAFT Revision: 322 39 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. 144 Procurement Policy Manual December September 20175 DRAFT Revision: 322 40 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. 145 Procurement Policy Manual December September 20175 DRAFT Revision: 322 41 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; 146 Procurement Policy Manual December September 20175 DRAFT Revision: 322 42 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 147 Procurement Policy Manual December September 20175 DRAFT Revision: 322 43 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. 148 Procurement Policy Manual December September 20175 DRAFT Revision: 322 44 B. The Procurement Officer must approve the justification for all non-competitive procurements described under this chapter before such a procurement can proceed. 149 Procurement Policy Manual December September 20175 DRAFT Revision: 322 45 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 150 Procurement Policy Manual December September 20175 DRAFT Revision: 322 46 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 151 Procurement Policy Manual December September 20175 DRAFT Revision: 322 47 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 152 Procurement Policy Manual December September 20175 DRAFT Revision: 322 48 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: 153 Procurement Policy Manual December September 20175 DRAFT Revision: 322 49 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. 154 Procurement Policy Manual December September 20175 DRAFT Revision: 322 50 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 155 Procurement Policy Manual December September 20175 DRAFT Revision: 322 51 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 156 Procurement Policy Manual December September 20175 DRAFT Revision: 322 52 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. 157 Procurement Policy Manual December September 20175 DRAFT Revision: 322 53 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. 158 Procurement Policy Manual December September 20175 DRAFT Revision: 322 54 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 159 Procurement Policy Manual December September 20175 DRAFT Revision: 322 55 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 160 Procurement Policy Manual December September 20175 DRAFT Revision: 322 56 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. 161 Procurement Policy Manual December September 20175 DRAFT Revision: 322 57 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. 162 Procurement Policy Manual December September 20175 DRAFT Revision: 322 58 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 163 Procurement Policy Manual December September 20175 DRAFT Revision: 322 59 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. 164 Procurement Policy Manual December September 20175 DRAFT Revision: 322 60 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 171 172 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. 174 3 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. 175 4  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. 176 5 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 177 6  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. 178 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; 179 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 $ 915,000,000 180 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: 181 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 182 Agenda Item 10 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. 183 Agenda Item 10 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) 184 OH&S Draft – 11/10/17 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 1 185 2 OHSUSA:767649759.2 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 186 3 OHSUSA:767649759.2 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; 187 4 OHSUSA:767649759.2 (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 188 5 OHSUSA:767649759.2 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 189 6 OHSUSA:767649759.2 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. 190 7 OHSUSA:767649759.2 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 191 OHSUSA:767649759.2 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 192 NRF DRAFT 11/13/17 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 2 193 23801920.2 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. 194 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. 195 23801920.2 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. 196 23801920.2 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. 197 23801920.2 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. 198 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 ................................................................................................................. 22 199 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 .................................................................................................................... 36 200 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-1 201 23801920.2 1 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. 202 23801920.2 2 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 203 23801920.2 3 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 204 23801920.2 4 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. 205 23801920.2 5 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. 206 23801920.2 6 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. 207 23801920.2 7 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. 208 23801920.2 8 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. 209 23801920.2 9 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 210 23801920.2 10 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 211 23801920.2 11 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. 212 23801920.2 12 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 213 23801920.2 13 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). 214 23801920.2 14 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 215 23801920.2 15 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 216 23801920.2 16 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. 217 23801920.2 17 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. 218 23801920.2 18 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 219 23801920.2 19 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) 220 23801920.2 20 ________________ (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? 221 23801920.2 21 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. 222 23801920.2 22 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. 223 23801920.2 23 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. 224 23801920.2 24 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 225 23801920.2 25 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.” 226 23801920.2 26 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? 227 23801920.2 27 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 228 23801920.2 28 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? 229 23801920.2 29 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 230 23801920.2 30 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. 231 23801920.2 31 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 232 23801920.2 32 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 233 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. 234 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 235 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 236 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. 237 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 238 23801920.2 APPENDIX A COMMISSION AUDITED FINANCIAL STATEMENTS FOR FISCAL YEAR ENDED JUNE 30, 2017 239 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. 240 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. 241 23801920.2 B-3 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. 242 23801920.2 B-4 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. 243 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. 244 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. 245 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. 246 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). 247 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. 248 23801920.2 APPENDIX C SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE 249 23801920.2 APPENDIX D FORM OF CONTINUING DISCLOSURE AGREEMENT 250 23801920.2 E-1 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 & 251 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). 252 23801920.2 E-3 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 253 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. 254 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 3 256 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. 257 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. 258 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 259 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 260 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 261 23810602.2 6 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. 262 23810602.2 7 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. 263 23810602.2 8 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 264 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 265 OHSUSA:767641170.3 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 4 266 i OHSUSA:767641170.3 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-1 267 OHSUSA:767641170.3 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: 268 2 OHSUSA:767641170.3 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 269 3 OHSUSA:767641170.3 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. 270 4 OHSUSA:767641170.3 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 271 5 OHSUSA:767641170.3 $[__________], 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 272 6 OHSUSA:767641170.3 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. 273 7 OHSUSA:767641170.3 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 274 8 OHSUSA:767641170.3 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. 275 9 OHSUSA:767641170.3 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. 276 10 OHSUSA:767641170.3 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. 277 S-1 OHSUSA:767641170.3 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 278 A-1 OHSUSA:767641170.3 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 279 A-2 OHSUSA:767641170.3 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 280 A-3 OHSUSA:767641170.3 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. 281 A-4 OHSUSA:767641170.3 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 282 A-5 OHSUSA:767641170.3 [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. 283 INDEX TO EXHIBITS B-1 OHSUSA:767641170.3 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 284 DOCSOC/1863879v3/024575-0030 $____________ 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 ATTACHMENT 5 285 2 DOCSOC/1863879v3/024575-0030 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 inter