Loading...
HomeMy Public PortalAbout12 December 11, 2013 CommissionWin 111111M Riverside County Transportation Commission TIME/DATE: LOCATION: SPECIAL MEETING AGENDA 9:30 a.m. / Wednesday, December 11, 2013 Corona City Hall City Council Board Room 400 South Vicentia Avenue, Corona, CA t. COMMISSIONERS 4,6 Chair — Karen Spiegel Vice Chair — Marion Ashley Second Vice Chair — Daryl Busch Kevin Jeffries, County of Riverside John F. Tavaglione, County of Riverside Jeff Stone, County of Riverside John J. Benoit, County of Riverside Marion Ashley, County of Riverside To Be Appointed / Deborah Franklin, City of Banning Roger Berg / David Castaldo, City of Beaumont Joseph DeConinck / To Be Appointed, City of Blythe Ella Zanowic / Jeff Hewitt, City of Calimesa Mary Craton / Randy Bonner, City of Canyon Lake Greg Pettis / Kathleen DeRosa, City of Cathedral City Steven Hernandez / Eduardo Garcia, City of Coachella Karen Spiegel / Eugene Montanez, City of Corona Scott Matas / Yvonne Parks, City of Desert Hot Springs Adam Rush / Ike Bootsma, City of Eastvale Larry Smith / Robert Youssef, City of Hemet Douglas Hanson / Ty Peabody, City of Indian Wells Glenn Miller / Michael Wilson, City of Indio Frank Johnston / Micheal Goodland, City of Jurupa Valley Terry Henderson / Don Adolph, City of La Quinta Bob Magee / Natasha Johnson, City of Lake Elsinore Scott Mann / Wallace Edgerton, City of Menifee Tom Owings / Jesse Molina, City of Moreno Valley Rick Gibbs / Kelly Bennett, City of Murrieta Berwin Hanna / Kathy Azevedo, City of Norco Jan Harnik / Susan Marie Weber, City of Palm Desert Ginny Foat / Paul Lewin, City of Palm Springs Daryl Busch / Al Landers, City of Perris Ted Weill / Scott Hines, City of Rancho Mirage Steve Adams / Andy Melendrez, City of Riverside Andrew Kotyuk / Scott Miller, City of San Jacinto Ron Roberts / Jeff Comerchero, City of Temecula Ben Benoit / Timothy Walker, City of Wildomar Basem Muallem, Governor's Appointee Comments are welcomed by the Commission. If you wish to provide comments to the Commission, please complete and submit a Speaker Card to the Clerk of the Board. RIVERSIDE COUNTY TRANSPORTATION COMMISSION www.rctc.org SPECIAL MEETING AGENDA * *Actions may be taken on any item listed on the agenda 9:30 a.m. Wednesday, December 11, 2013 Corona City Hall City Council Board Room 400 South Vicentia Avenue, Corona, CA 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 and Government Code Section 54954.2, if special assistance is needed to participate in a Commission meeting, please contact the Clerk of the Board at (951) 787-7141. Notification of at least 48 hours prior to meeting time will assist staff in assuring that reasonable arrangements can be made to provide accessibility at the meeting. 1. CALL TO ORDER 2. PLEDGE OF ALLEGIANCE 3. ROLL CALL 4. PUBLIC COMMENTS — Each individual speaker is limited to speak three (3) continuous minutes or less. The Commission may, either at the direction of the Chair or by majority vote of the Commission, waive this three minute time limitation. Depending on the number of items on the Agenda and the number of speakers, the Chair may, at his/her discretion, reduce the time of each speaker to two (2) continuous minutes. In addition, the maximum time for public comment for any individual item or topic is thirty (30) minutes. Also, the Commission may terminate public comments if such comments become repetitious. Speakers may not yield their time to others without the consent of the Chair. Any written documents to be distributed or presented to the Commission shall be submitted to the Clerk of the Board. This policy applies to Public Comments and comments on Agenda Items. Under the Brown Act, the Commission should not take action on or discuss matters raised during public comment portion of the agenda that are not listed on the agenda. Commission members may refer such matters to staff for factual information or to be placed on the subsequent agenda for consideration. 5. APPROVAL OF MINUTES — OCTOBER 9, 2013 Riverside County Transportation Commission Agenda December 11, 2013 Page 2 6. ADDITIONS / REVISIONS — The Commission may add an item to the Agenda after making a finding that there is a need to take immediate action on the item and that the item came to the attention of the Commission subsequent to the posting of the agenda. An action adding an item to the agenda requires 2/3 vote of the Commission. If there are less than 2/3 of the Commission members present, adding an item to the agenda requires a unanimous vote. Added items will be placed for discussion at the end of the agenda. 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. PROPOSED 2014 COMMISSION/COMMITTEE MEETING CALENDAR Overview This item is for the Commission to adopt its 2014 Commission/Committee Meeting Calendar. Page 1 7B. FISCAL YEAR 2012/13 COMMISSION AUDIT RESULTS Overview This item is for the Commission to: Receive and file the FY 2012/13: a) Comprehensive Annual Financial Report (CAFR); b) Local Transportation Fund (LTF) Financial and Compliance Report; c) State Transit Assistance (STA) Fund Financial and Compliance Report; d) Proposition 1B Rehabilitation and Security Project Accounts Financial and Compliance Report; e) Compliance Report for Single Audit; f) Commercial Paper Compliance Report; g) Auditor Required Communications Report; h) Agreed -Upon Procedures Report related to the Appropriations Limit Calculation; i) Agreed -Upon Procedures Report related to the Commuter Assistance Program incentives; and j) Management certifications. 7C. QUARTERLY INVESTMENT REPORT Overview Page 5 Page 201 This item is for the Commission to receive and file the Quarterly Investment Report for the quarter ended September 30, 2013. Riverside County Transportation Commission Agenda December 11, 2013 Page 3 7D. QUARTERLY FINANCIAL STATEMENTS Page 248 Overview This item is for the Commission to receive and file the Quarterly Financial Statements for the period ending September 30, 2013. 7E. QUARTERLY SALES TAX ANALYSIS Overview This item is for the Commission to receive and file the sales tax analysis for Quarter 2 (Q2) 2013. Page 254 7F. UTILITY AGREEMENTS WITH SPRINT COMMUNICATIONS COMPANY, LEVEL 3 COMMUNICATIONS, AT&T, AND VARIOUS UTILITY COMPANIES FOR FINAL ENGINEERING AND CONSTRUCTION FOR UTILITY RELOCATIONS FOR THE STATE ROUTE 91 CORRIDOR IMPROVEMENT PROJECT Page 262 Overview This item is for the Commission to: 1) Approve the following agreements for final engineering and construction for utility relocations for the State Route 91 Corridor Improvement Project (SR -91 CIP): a) Agreement No. 14-31-051-00 with Sprint Communications Company (Sprint); b) Agreement No. 14-31-052-00 with Level 3 Communications (Level 3); and c) Agreement No. 13-31-045-17, Amendment No. 1 to Agreement No. 13-31-045-00, with AT&T; for a combined amount of $2,410,000, plus a contingency amount of $241,000 (10 percent), for a total amount not to exceed $2,651,000; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements on behalf of the Commission; 3) Authorize the Executive Director to approve contingency work up to the total authorized amount as may be required for these utility relocation agreements for final engineering and construction; and 4) Authorize the Executive Director to execute utility agreements and expend previously approved funds for necessary but currently unidentified utility relocation work provided the total cost of all utility relocation work with currently identified or yet to be identified utility companies is within previously approved amounts, inclusive of this new budget request, for SR -91 CIP utility work in the amount not to exceed $24,263,000. Riverside County Transportation Commission Agenda December 11, 2013 Page 4 7G. CONSTRUCTION AGREEMENT WITH DALKE & SONS CONSTRUCTION, INC. FOR STATE ROUTE 91 CORRIDOR IMPROVEMENT PROJECT RIGHT OF WAY PROPERTY MITIGATION PACKAGE 2 Page 270 Overview This item is for the Commission to: 1) Award Agreement No. 14-31-022-00 to Dalke & Sons Construction, Inc. (Dalke & Sons) for the construction of State Route 91 Corridor Improvement Project (SR -91 CIP) right of way (ROW) Property Mitigation Package 2 in the amount of $1,297,680, plus a contingency amount of $129,768, for a total amount not to exceed $1,427,448; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; and 3) Authorize the Executive Director to approve contingency work pursuant to the agreement terms up to the total amount. 7H. FUNDING REQUEST FROM THE CITY OF CORONA FOR THE FOOTHILL PARKWAY EXTENSION PROJECT Overview This item is for the Commission to: Page 285 1) Approve Agreement No. 12-72-093-01, Amendment No. 1 to Agreement No. 12-72-093-00, to add $21 million of 2009 Measure A Regional Arterial (MARA) Western Riverside County funds and increase the total MARA funds from $7 million to $28 million for the construction phase of the Foothill Parkway extension project in the city of Corona (Corona); and 2) Authorize the Chair or Executive Director pursuant to legal counsel review, to execute the agreement on behalf of the Commission. 71. 1989 MEASURE A FUNDING FOR COUNTY OF RIVERSIDE'S STATE ROUTE 79 WIDENING PROJECT Overview This item is for the Commission to: Page 287 1) Approve Agreement No. 14-31-061-00 with the county of Riverside (County) for $1 million of 1989 Measure A Western County Highway funds to construct Phase 2 of the County's State Route 79 widening project from Thompson Road to Domenigoni Parkway (SR -79 Project); and Riverside County Transportation Commission Agenda December 11, 2013 Page 5 2) Authorize the Chair or Executive Director pursuant to legal counsel review, to execute the agreement on behalf of the Commission. 7J. FEDERAL SURFACE TRANSPORTATION PROGRAM 2013 CALL FOR REHABILITATION PROJECTS — PROJECT PROGRAMMING FOR THE CITIES OF BLYTHE AND INDIAN WELLS Page 289 Overview This item is for the Commission to approve programming federal Surface Transportation Program (STP) funds for pavement rehabilitation projects in the amount of $192,714 for the cities of Blythe (Blythe) and Indian Wells (Indian Wells). 7K. AMENDMENT TO TRANSPORTATION UNIFORM MITIGATION FEE REGIONAL ARTERIAL AGREEMENT FOR THE RAILROAD CANYON ROAD AT INTERSTATE 15 INTERCHANGE PROJECT IN THE CITY OF LAKE ELSINORE Page 292 Overview This item is for the Commission to: 1) Approve Agreement No. 10-72-016-02, Amendment No. 2 to Agreement No. 10-72-016-00, with the city of Lake Elsinore (Lake Elsinore) for the Railroad Canyon Road/Interstate 15 interchange project to authorize staff to complete the project approval and environmental document (PA&ED) phase with the remaining $211,382 of the $1,206,000 TUMF funds allocated to this phase and to increase the PA&ED phase funding amount by $399,000 to $1,605,000; 2) Approve Agreement No. 11-31-107-02, Amendment No. 2 to Agreement No. 11-31-107-00, with SC Engineering for the project with Lake Elsinore to authorize SC Engineering to complete the PA&ED services associated with the project in the amount of $464,000, plus an additional contingency amount of $17,000 for a total increase of $481,000, resulting in a total not to exceed amount of $705,000; 3) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements on behalf of the Commission; 4) Authorize the Executive Director to approve release of contingency work up to the total authorized amount as may be required for the project; 5) Authorize the Executive Director, pursuant to legal counsel review, to execute agreements with Caltrans to reflect non -funding changes related to the project on behalf of the Commission; and 6) Approve an increase in FY 2013/14 budgeted expenditures of $146,000. Riverside County Transportation Commission Agenda December 11, 2013 Page 6 7L. AGREEMENT WITH ALL AMERICAN ASPHALT FOR THE CONSTRUCTION OF STATE ROUTE 74 CURVE WIDENING FROM CALVERT AVENUE TO CALIFORNIA AVENUE IN THE COUNTY OF RIVERSIDE NEAR THE CITY OF HEMET Page 314 Overview This item is for the Commission to: 1) Approve Agreement No. 13-31-139-00 to All American Asphalt (All American) for the construction of State Route 74 Curve widening project from Calvert Avenue to California Avenue in the county of Riverside near the city of Hemet in the amount of $1,970,005, plus a contingency amount of $197,000 for potential change orders and supplemental work during construction, for a total amount not to exceed $2,167,005; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement behalf of the Commission; 3) Authorize the Executive Director to approve contingency work up to the total authorized amount as may be required for the project; and 4) Authorize the Executive Director to enter into agreements, or amendments to existing agreements, as determined appropriate, with the state of California (State) for an amount not to exceed $120,000 for Construction Zone Enhanced Enforcement Program (COZEEP), and state furnished materials, and other items. 7M. FISCAL YEAR 2013/14 AGREEMENTS FOR REGIONAL RIDESHARE SERVICES Overview This item is for the Commission to: Page 334 1) Approve Agreement No. 14-41-031-00 with the San Bernardino Associated Governments (SANBAG) as part of the Commission's continuing bi-county partnership with SANBAG to deliver commuter/employer rideshare services, regional ridematching services, and operation of the Inland Empire 511 (1E511) system for FY 2013/14 for an amount not to exceed $1.9 million; Riverside County Transportation Commission Agenda December 11, 2013 Page 7 2) Approve the following FY 2013/14 agreements for regional ridematching services: a) Agreement No. 09-41-075-04, Amendment No. 4 to Agreement No. 09-41-075-00, with the Los Angeles County Metropolitan Transportation Authority (Metro) for an amount not to exceed $196,243; b) Agreement No. 11-41-139-03, Amendment No. 3 to Agreement No. 11-41-139-00, with the Orange County Transportation Authority (OCTA) for an amount not to exceed $59,566; and c) Agreement No. 06-41-082-08, Amendment No. 8 to Agreement No. 06-41-082-00, with the Ventura County Transportation Commission (VCTC) for an amount not to exceed $16,198; and 3) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements on behalf of the Commission. 7N. CLAY STREET GRADE SEPARATION Page 357 Overview This item is for the Commission to allocate $1,199,246 in Congestion Mitigation Air Quality (CMAQ) funds to the county of Riverside (County) for the Clay Street grade separation project. 8. STATE AND FEDERAL LEGISLATIVE UPDATE Page 358 Overview This item is for the Commission to receive and file the state and federal legislative update. 9. ELECTION OF RIVERSIDE COUNTY TRANSPORTATION COMMISSION OFFICERS AND APPOINTMENT OF EXECUTIVE COMMITTEE MEMBERS Page 469 Overview This item is for the Commission to: 1) The Commission to conduct an election of officers for 2014 — Chair, Vice Chair, and Second Vice Chair; 2) The cities of Banning, Beaumont, Calimesa, Canyon Lake, Eastvale, Hemet, Jurupa Valley, Lake Elsinore, Menifee, Norco, Perris, San Jacinto, and Wildomar to appoint one representative to the Executive Committee; and 3) The Riverside County Board of Supervisors Commission members to appoint three representatives to the Executive Committee, if necessary. Riverside County Transportation Commission Agenda December 11, 2013 Page 8 10. ITEM(S) PULLED FROM CONSENT CALENDAR AGENDA 11. COMMISSIONERS / EXECUTIVE DIRECTOR REPORT Overview This item provides the opportunity for the Commissioners and the Executive Director to report on attended meetings/conferences and any other items related to Commission activities. 12. ADJOURNMENT The next Commission meeting and is scheduled to be held at 9:30 a.m., Wednesday, January 8, 2014, Board Chambers, First Floor, County Administrative Center, 4080 Lemon Street, Riverside. AGENDA ITEM 5 MINUTES RIVERSIDE COUNTY TRANSPORTATION COMMISSION MINUTES Wednesday, October 9, 2013 1. CALL TO ORDER The Riverside County Transportation Commission was called to order by Chair Karen Spiegel at 9:34 a.m. in the Board Room at the County of Riverside Administrative Center, 4080 Lemon Street, Riverside, California, 92501. 2. PLEDGE OF ALLEGIANCE Commissioner Berwin Hanna led the Commission in a flag salute. 3. ROLL CALL Commissioners/Alternates Present Commissioners Absent Steve Adams Kevin Jeffries Marion Ashley Frank Johnston Roger Berg Andrew Kotyuk Ben Benoit Bob Magee John J. Benoit Scott Mann Bob Botts Scott Matas Daryl Busch Glenn Miller Mary Craton Basem Muallem Joseph DeConinck Tom Owings Ginny Foat Ron Roberts Rick Gibbs Adam Rush Berwin Hanna Larry Smith Terry Henderson Karen Spiegel Douglas Hanson Jeff Stone Jan Harnik Ted Weill Steven Hernandez Ella Zanowic 4. PUBLIC COMMENTS Greg Pettis John F. Tavaglione John Standiford, Deputy Executive Director, presented Tanya Love, Goods Movement Manager, with a 15 -year service award. Riverside County Transportation Commission Minutes October 9, 2013 Page 2 Paul Rodriguez, Urban Crossroads/Far West, referred to his comments at the September Commission meeting concerning programming issues. He stated ultimately the Commission is a well run and effective regional transportation planning agency that routinely faces a number of challenges, including funding. Mr. Rodriguez expressed appreciation to the Commission and referenced the Perris Valley Line project as a recent example of a critical expansion of a successful transportation option for commuters. He expressed he will continue to advocate, encourage, and cheer the Commission's successes. 5. APPROVAL OF MINUTES The minutes of the September 11 Commission meeting will be submitted at the next meeting. 6. PUBLIC HEARING — ADOPTION OF RESOLUTIONS OF NECESSITY FOR THE ACQUISITION OF FEE, PERMANENT WALL FOOTING EASEMENT, PERMANENT ACCESS EASEMENT, BUILDING DEMOLITION EASEMENT, UTILITY EASEMENT, TEMPORARY ACCESS EASEMENT, AND TEMPORARY CONSTRUCTION EASEMENT INTERESTS IN CERTAIN REAL PROPERTY, BY EMINENT DOMAIN, MORE PARTICULARLY DESCRIBED AS ASSESSOR PARCEL NOS. 102-020-039; 102-061-011; 102-420-036; 102-050-006; 102- 050-003; 102-250-022; 101-290-017; 101-170-042 AND 102-020-009; 102-020-010; 102- 020-046; 102-061-012; 102-280-021; 102-280-031; 118-040-031, 118-040-032, AND 118-040-033; 102-290-012 AND 102-290-013; 102-290-006; 118-330-017; 118-101-015; 118-171-018; 118-171-047; 117-070-030; 117-070-027; AND 117-114-012, LOCATED IN CORONA, RIVERSIDE COUNTY, CALIFORNIA, FOR THE STATE ROUTE 91 CORRIDOR IMPROVEMENT PROJECT, BETWEEN PIERCE STREET ON THE EAST TO THE COUNTY LINE ON THE WEST, IN RIVERSIDE COUNTY, CALIFORNIA At this time, Chair Spiegel opened the public hearing and called upon legal counsel to explain the nature and scope of this hearing. Steve DeBaun, legal counsel, explained the purpose of this hearing is for the Board to consider the adoption of Resolution of Necessity Nos. 13-043; 13-025; 13-044; 13-045; 13-046; 13-048; 13-050; 13-051; 13-052; 13-053; 13-054; 13-055; 13-056; 13-057; 13-058; 13-059; 13-060; 13-061; 13-062; 13-063; 13-064; 13-065; and 13-066 for the acquisition of various real properties for the State Route 91 Corridor Improvement Project (SR -91 CIP). He stated at the conclusion of this hearing, the Board will be asked to adopt the resolutions of necessity and he listed the findings. He explained the purpose of this hearing is to consider the need for acquisition of the property and not to consider the value of the property. Jennifer Harmon, Clerk of the Board, verified the proofs of mailing that certify the notices were sent to the property owners of said parcel numbers are on file with the Riverside County Transportation Commission Minutes October 9, 2013 Page 3 Commission. She then listed all written objections, protests, and/or requests to be heard from the owners or owner representatives: 1) Griffiths Properties, LLC; 2) Wayne Kanemoto; 3) Anaheim Investors, LLC.; 4) Serfas Club Development; 5) Gerald A. Hale and Patricia A. Hale; 6) Prado Land Company, L.P.; 7) Larry R. Haupert; and 8) EI-Corona LLC., and noted copies of all correspondence were distributed to the Commissioners. Ms. Harmon asked if there were any other owners or owner representatives wishing to speak. There were no additional requests to speak. No. APN CPN Owner RON No. Request to Speak 1 102-020-039 22108 Griffiths Properties, LLC 13-043 Yes 2 102-061-011 22118 Wayne Kanemoto 13-025 Yes 3 102-420-036 22125 Anaheim Investors, LLC 13-044 No 4 102-050-006 22122 Serfas Development, LLC; Sherman Shyh Huang Lee and Min Ling Lee, Trustees of the Sherman Shyh Huang Lee Family Trust dated July 19, 1984; Chi -Yu King and Bi Shia King; Hsing Chieh Shih and Bi-Yu W. Shih, Trustees of the Hsing- Chieh and Bi-Yu W. Shih Living Trust, dated February 3, 2003; Bih Lien Chuang and Yen -Shan Chuang; Roger C. Wang and Eva W. Wang 13-045 Yes 5 102-050-003 22131 Serfas Development, LLC; Sherman Shyh Huang Lee and Min Ling Lee, Trustees of the Sherman Shyh Huang Lee Family Trust dated July 19, 1984; Grace Dora Hsu; Alice Tamoura Lee; Chi -Yu King and Bi-Shia King, Bih-Lien Chuang and Yen - Shan Chuang; Pinecrest Badger Associates, LLC; Tai -Nan Wang and Hsiu- Mei Wang; Hsing-Chieh Shih and Bi-Yu W. Shih, Trustees of the Hsing-Chieh and Bi-Yu W. Shih Living Trust, dated February 3, 2003 13-046 Yes 6 102-250-022 22160 Gerald A. Hale, as Trustee of the Gerald A. Hale Trust dated March 4, 1998 and Patricia A. Hale 13-048 No 7 101-290-017 22090 Prado Land Company, L.P. 13-050 No 8 101-170-042 102-020-009 22102 Wardlow Road Development, LLC 13-051 No 9 102-020-010 22107 Larry R. Haupert 13-052 No 10 102-020-046 22109 Prestige KIA Riverside 13-053 No Riverside County Transportation Commission Minutes October 9, 2013 Page 4 No. APN CPN Owner RON No. Request to Speak 11 102-061-012 22119 Richard Lewis Curtis and Rebecca Christine Curtis, Family Trust of Richard Lewis Curtis dated July 31, 1997 and Rebecca Christine Curtis 13-054 No 12 102-280-021 22147 Martin Investment Company 13-055 No 13 102-280-031 22151 Storage Direct at Corona, LLC and McKibban Storage, I, LLC 13-056 No 14 118-040-031 118-040-032 118-040-033 22154 Janaco, LLC 13-057 No 15 102-290-012 102-290-013 22168 Gordon Holdings, L.P. 13-058 No 16 102-290-006 22169 Diversified Products International Incorporated 13-059 No 17 118-330-017 22176 EI-Corona, LLC 13-060 No 18 118-101-015 22185 Southern California Edison Company 13-061 No 19 118-171-018 22187 Corona Gardens Partners 13-062 No 20 118-171-047 22212 David G. Dixon 13-063 No 21 117-070-030 22247 U.S. Bank National Association, as trustee for the registered holders of J.P. Morgan Chase Commercial Mortgage Securities 13-064 No 22 117-070-027 22268 APGG, LLC 13-065 No 23 117-114-012 22588 The Redevelopment Agency of the City of Corona 13-066 No Mark Lancaster, Acting Right of Way Manager, presented the resolutions of necessity for the SR -91 CIP, and discussed the following areas: • Four findings required by the Board; • Project Map — Parcel locations in the project; • Parcel list; • Offers of just compensation and contact summary for each parcel; • Aerial views of parcels with property owners or their representative in attendance requesting to be heard; and • Staff recommendation. Jeffrey A. Dains, representing Griffiths Properties, LLC/VIP Transport, Inc., expressed concern for the 30 percent design plans related to the elevation and the parking lot, stating he believes there are a number of inaccuracies. He explained his clients hired a project manager and civil engineer to evaluate and draw up plans that are workable and Riverside County Transportation Commission Minutes October 9, 2013 Page 5 buildable due to the significant impacts to his clients. Mr. Dains expressed his clients would prefer to continue the public hearing to get accurate plans completed and submitted to the county and the city of Corona in order to acquire a just compensation figure without prolonging this through litigation. Michael Kehoe, Palmieri, Tyler, Wiener, Wilhelm & Waldron, LLP, representing Wayne Kanemoto, discussed his concerns for the findings he believes the Commission cannot make on the Kanemoto property related to the need for the property interest as the design plans are not complete, and the least private injury and greatest public good as there are greater impacts to the Kanemoto property than described in the appraisal. He requested the Commission authorize a full take appraisal and make a full take offer as the Kanemotos requested previously. Philip Lee, representing the owners of Serfas Development, LLC/Mountain View Country Club, expressed concern for: 1) the current and future value of the property; 2) limited options for future development including the number of yards and holes that will be lost; and 3) the design plans related to Chevron, Arco, McDonald's, and two storm drains that impact the Serfas Development property. Mr. Lee requested the Commission consider redesigning the roads around McDonald's and Chevron so there is less of an impact on the Serfas Development property. Mr. Lee stated due to this taking, the property owners are requesting Riverside County include this property in the 2008 General Plan update as it should be changed to commercial and residential to achieve the highest and best use of this property. Chair Spiegel then called on any other persons who wish to be heard on this matter. There were no other requests to speak from the public. Commissioner Adam Rush stated there was discussion about the logistics of the development process through a city and asked if future development should be part of this process. Mark Lancaster replied it is not part of the process. He stated future development is beyond the purview of this hearing and what happens to a certain property in the future is subject to change and reiterated the four findings to be considered at this hearing. In response to Commissioner Kevin Jeffries' questions regarding the Griffiths property, Mark Lancaster clarified the issues raised by the property owner's representative are property mitigation issues, not project design issues. He explained property mitigation issues are beyond the purview of this hearing as these are compensation related issues. Mr. Lancaster discussed the meeting held with the property owner and their representative on October 27. He then explained the Commission's mitigation plan fully complies with all ADA regulations, which is a requirement the Commission must adhere to. Riverside County Transportation Commission Minutes October 9, 2013 Page 6 At Commissioner Roger Berg's request, Mark Lancaster provided details regarding the utility easement on the Kanemoto's property. At Commissioner Jeff Stone's request, Mark Lancaster explained one of the requirements of the acquisition process is to appraise the property using the highest and best use. He then stated staff exhausts all administrative remedies to reach an agreement before a resolution of necessity is brought forward to the Commission. Additionally, staff will continue working with these property owners even after a resolution of necessity is adopted. Commissioner Stone then referred to the Mountain View Country Club and expressed concern there may be significant operational issues. He stated there was mention of ingress and egress issues and a temporary construction easement across Serfas Club Drive and asked if staff will continue to work with the property owners. He asked if the appraisal included compensation for the disruption. Mark Lancaster replied it is part of the offer. He explained the golf course is not in operation, however, that may change over the course of the construction. He discussed the reason for the temporary construction easements along Serfas Club Drive and the details of the driveway to the Arco and McDonald's. Commissioner Stone expressed confidence staff will continue to approach the property owners with sensitivity and fairness and with the assurances given by staff, he moved the staff recommendation. Commissioner Rush seconded the motion. At Commissioners Jan Harnik and Jeffries' requests, Mark Lancaster discussed the easements needed for the Kanemoto property as well as the ingress and egress rights, access, and legal definitions. In response to Commissioner Bob Magee's request for clarification regarding the status of the Mountain View Country Club and items considered in the appraisal, Mr. Lancaster replied it is not operational and the appraisal considered the adjustments for the fairway lengths and reconstruction of impacted holes to make the course viable. He added the appraisal was based on the highest and best use of the property, which is not a golf course. Commissioner Magee referred to Mr. Lee's request if the zoning in general plan designation can be changed in order to enjoy the highest and best use. He asked if staff is discussing this with Mr. Lee. Riverside County Transportation Commission Minutes October 9, 2013 Page 7 Mr. Lancaster replied it is his understanding the property owner went through the application process once and rezoning was denied and can only be applied for once every 10 years. Commissioner Magee expressed concern the property was appraised at the highest and best use but the property owner cannot use it at its highest and best use because of zoning issues. He stated he will not support this resolution as he is uncertain if these property owners will be able to enjoy their property after the construction is completed. Steve DeBaun clarified the highest and best use relates to the value of the property being taken so by valuing it at the highest and best use, the property owner is getting an appropriate and better value for the property than the property owner would get of the current use. Commissioner Magee restated his concern the property owner will be compensated at what the Commission believes is the highest and best use regardless of the administrative action of the land use authority that denied the property owner that highest and best use. Steve DeBaun explained staff, legal counsel, and the appraiser believe this property can be redesigned in a manner to make it usable as a golf course. In response to Commissioner Magee's statement that the property owner must invest a significant amount of time and money in order to make it usable as a golf course and the offer needs to consider that, Mr. Lancaster stated this is the first time he had heard the property owner's representative mention an interest in reestablishing the property as a golf course and asked legal counsel to respond. Chair Spiegel noted this is also the first time the city of Corona had heard about reestablishing a golf course. In response to Mr. Lancaster's request for clarification to legal counsel if this discussion is appropriate, Mr. DeBaun replied the Commission is limited to the findings. If there are issues that impact the value of the property, those are subject of either further negotiations or an eminent domain lawsuit. Commissioner Magee expressed appreciation for the comments and stated he will not support Resolution Nos. 13-045 and 13-046. In response to Commissioner Harnik's question as to when this golf course was last a fully functional golf course, Mr. Lancaster replied in 2009. Riverside County Transportation Commission Minutes October 9, 2013 Page 8 In response to Commissioner Tom Owings' concerns regarding diminished value of the remaining golf course property and entitlements, Mark Lancaster stated those issues are related to compensation. Chair Spiegel expressed concern the Commissioners are close to discussing compensation issues. Commissioner Glenn Miller asked if the property owner will be compensated for the lack of revenue if the property owner was to reopen a golf course and redesign it. Mr. Lancaster replied this is part of the negotiation process. Chair Spiegel reminded the Commissioners stay within the legal parameters of the hearing. In response to Commissioner Owings' request for clarification regarding the partial take of the golf course property, Mark Easter, legal counsel, explained the appraisal looks at the highest and best use of the entire property and the partial take is valued based on the highest and best use. The appraiser then looks at the after condition based on the same highest and best use and analyzes whether there has been a change in the highest and best use. He stated the appraiser also looks at the severance damages based on the highest and best use. In this case, it was determined there were no severance damages. Commissioner Owings expressed concern the property owner may or may not get the entitlements at the level of the highest and best use the Commission used to assess the partial take. Commissioner Stone recommended continuing the resolutions involving the golf course from the hearing and requested staff to continue to work with the property owner as all of the Commissioners' concerns have been heard. M/S/C (Stone/Magee) to continue Resolution of Necessity Nos. 13-045 and 13-046 for Serfas Development, LLC to the November Commission meeting. Commissioner Douglas Hanson requested clarification that all the Commission is being asked to do is approve moving forward with the condemnation process of this property and a court will adjudicate not only the taking, the severance, but the highest best use and the value of the property. Mr. Lancaster replied his statement is correct. Commissioner John Benoit expressed the Commission has to determine whether the four findings have been met. Riverside County Transportation Commission Minutes October 9, 2013 Page 9 Commissioner Owings reiterated his strong concerns regarding just compensation and severance damages. Commissioner Jeffries expressed his belief the Commission has a legal obligation to determine: 1) if this needs to be taken, which he believes it does; and 2) to instruct legal counsel and staff to be fair and equitable not only to the taxpayers but to the property owners also. He stateed he will not allow any Commissioners to say he can only confine his comments to the issue of legality as to whether or not the Commission should take a property and will continue to speak out on behalf of what is fair and equitable for both sides of an acquisition. Mark Lancaster stated he was taught to treat every property as if it was his own and staff did its absolute level best to minimize impacts to all properties and treat all property owners fairly. Commissioner Berg concurred with Commissioners Hanson and Benoit. He expressed appreciation to staff for an excellent job. He then requested clarification on the two motions made by Commissioner Stone. Commissioner Stone replied it was a second motion but he would modify it to make one motion. He stated if there is a hesitation the Commission has not exhausted all of its administrative remedies, then an action should be postponed if it does not jeopardize the funding and/or schedule. Commissioner Terry Henderson expressed concern about continuing the two resolutions as the Commission's concerns will be addressed as part of the entire process and does not support Commissioner Stone's modified motion. At this time, Commissioner Scott Mann left the meeting. Commissioner Ginny Foat requested clarification for both the motion and the modified motion. At the Commission's request, Ms. Harmon clarified Commissioner Stone's original motion was to support the staff recommendation and his modified motion excluded the adoption of Resolution of Necessity Nos. 13-045 and 13-046 for the Serfas Club Development, LLC , to be brought back at the Commission's next meeting. Commissioner Stone clarified he will not support his original motion and requested the Commissioners to support the modified motion. Steve DeBaun added the original motion was modified by the motion maker and the modified motion was seconded. Riverside County Transportation Commission Minutes October 9, 2013 Page 10 Chair Spiegel closed the public hearing. M/S/C (Stone/Magee) to: 1) Conduct a hearing to consider the adoption of resolutions of necessity, including providing all parties interested in the affected properties and their attorneys, or their representatives, an opportunity to be heard on the issues relevant to the resolutions of necessity; 2) Make the following findings as hereinafter described in this report: a) The public interest and necessity require the proposed project; b) The project is planned or located in a manner that will be most compatible with the greatest public good and the least private injury; c) The real property to be acquired is necessary for the project; and d) The offer of just compensation has been made to the property owner; 3) Adopt Resolutions of Necessity Nos. 13-043; 13-025; 13-044; 13-048; 13-050; 13-051; 13-052; 13-053; 13-054; 13-055; 13-056; 13-057; 13-058; 13-059; 13-060; 13-061; 13-062; 13-063; 13-064; 13-065; and 13-066, "Resolutions of Necessity for the Acquisition of Fee, Permanent Wall Footing Easement, Permanent Access Easement, Building Demolition Easement, Utility Easement, Temporary Access Easement, and Temporary Construction Easement Interests in All or Portions of Certain Real Property, by Eminent Domain, More Particularly Described as Assessor Parcel Nos. 102-020-039; 102-061-011; 102-420-036; 102-050- 006; 102-050-003; 102-250-022; 101-290-017; 101-170-042 and 102-020- 009; 102-020-010; 102-020-046; 102-061-012; 102-280-021; 102-280- 031; 118-040-031, 118-040-032, and 118-040-033; 102-290-012 and 102- 290-013; 102-290-006; 118-330-017; 118-101-015; 118-171-018; 118- 171-047; 117-070-030; 117-070-027; 117-114-012; Located in Corona, Riverside County, California", for the State Route 91 Corridor Improvement Project (SR -91 CIP), which extends the existing 91 Express Lanes east from the Orange/Riverside County line to Interstate 15, along with other operational improvements easterly to Pierce Street in Riverside. No: B. Benoit, Berg, Botts, Craton, Hanna, Henderson, and Johnston 7. ADDITIONS / REVISIONS Per staff's request, Agenda Item 8E, "Fiscal Year 2013/14 Agreements for Regional Rideshare Services" was removed from the agenda due to contractual issues. Riverside County Transportation Commission Minutes October 9, 2013 Page 11 8. CONSENT CALENDAR M/S/C (Busch/Ashley) to approve the following Consent Calendar items. 8A. COMMISSION OFFICER ROTATION POLICY Amend the Administrative Code to modify the current rotation policy of Commission officers. 8B. AMENDMENT TO AGREEMENT FOR ON -CALL STRATEGIC PARTNERSHIP ADVISOR SERVICES WITH PARSONS BRINCKERHOFF, INC. 1) Approve Agreement No. 06-66-027-22, Amendment No. 11 to Agreement No. 06-66-027-00, with Parsons Brinckerhoff, Inc. (PB) for on -call strategic partnership advisor services to continue providing services for the proposed State Route 91 and Interstate 15 corridor improvement projects by extending the contract term of performance to June 30, 2017, and augmenting Agreement No. 06-66-027-00 by $1.5 million; 2) Authorize the Executive Director, or designee, to execute task orders under the terms of this agreement; and 3) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission. 8C. CITY OF MORENO VALLEY REPROGRAMMING REQUEST 1) Approve the request by the city of Moreno Valley (Moreno Valley) to reprogram Transportation Uniform Mitigation Fee (TUMF) Regional Arterial program savings in the amount of $1.6 million from Perris Boulevard widening project from Cactus Avenue to Perris Valley Storm Drain (PVSD) Lateral "B" to the Perris Boulevard widening project from Ironwood Avenue to Manzanita Avenue; 2) Approve Agreement No. 06-72-041-02, Amendment No. 2 to Agreement No. 06-72-041-00, with Moreno Valley to add TUMF in the amount of $1.6 million for construction funding; 3) Approve Agreement No. 12-72-059-01, Amendment No. 1 to Agreement No. 12-72-059-00, with Moreno Valley to reduce construction funding by $1.6 million as a result of project savings; and 4) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements on behalf of the Commission. Riverside County Transportation Commission Minutes October 9, 2013 Page 12 8D. AWARDS FOR CONSTRUCTION FREEWAY SERVICE PATROL TOW TRUCK SERVICE DURING THE CONSTRUCTION OF THE STATE ROUTE 91 CORRIDOR IMPROVEMENT PROJECT 1) Award Agreement No. 14-45-009-00 to Steve's Towing (Steve's) for construction Freeway Service Patrol (Construction FSP) tow truck services on State Route 91 Corridor Improvement Project (SR -91 CIP) Beat No. 1 for a three-year term, in an amount not to exceed $2,220,000; and 2) Award Agreement No. 14-45-028-00 to Steve's for Construction FSP tow truck services on SR -91 CIP Beat No. 2 for a three-year term, in an amount not to exceed $1,480,000; and 3) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements on behalf of the Commission. 8F. AGREEMENT WITH THE SOUTH COAST AIR QUALITY MANAGEMENT DISTRICT TO FUND RIDESHARE THURSDAY CAMPAIGN RIDESHARE INCENTIVES 1) Approve Agreement No. 14-41-032-00 with the South Coast Air Quality Management District (AQMD) for $250,000 to fund "Rideshare Thursday" Campaign Rideshare Incentives for the Inland Empire; and 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission. 8G. AMENDMENT TO COMMISSION'S RAIL PROGRAM SHORT RANGE TRANSIT PLANS 1) Amend the Commission's Commuter Rail Program's FY 2009/10 and FY 2011/12 Short Range Transit Plans (SRTPs), as follows: a) Add the station upgrade project to the FY 2011/12 SRTP; b) Reallocate $295,568 of FY 2008/09 Proposition 1B Public Transportation Modernization, Improvement, and Service Enhancement Account (PTMISEA) funds in the FY 2009/10 SRTP plus accrued interest from the Perris Multimodal Transit Center to the station upgrade project in the FY 2011/12 SRTP; c) Reallocate $1,900,000 of FY 2010/11 Proposition 1B PTMISEA funds from the Perris Valley Line Closed Circuit Television (CCTV) project to the station upgrade project; and d) Allocate $554,941 of FY 2011-13 Proposition 1B PTMISEA funds from the Perris Valley Line CCTV project to the station upgrade project; and 2) Approve budget adjustments of $194,941 to increase revenues and $490,509 to increase expenditures. Riverside County Transportation Commission Minutes October 9, 2013 Page 13 8H. FEDERAL AND STATE LEGISLATIVE UPDATE Receive and file an update on federal and state legislation. 9. TRANSPORTATION UNIFORM MITIGATION FEE PROGRAM — CITY OF CORONA DEVELOPER CREDIT REIMBURSEMENT Shirley Medina, Planning and Programming Director, presented the Transportation Uniform Mitigation Fee (TUMF) developer reimbursement for the city of Corona, highlighting the following areas: • TUMF developer reimbursement agreement and background; • Developer reimbursement — TUMF Ad Hoc Committee and staff recommendation; • TUMF regional arterial balance with 10 percent set aside for reimbursements; • Impacts to new project programming requests; • Next steps; and • Recommended actions. Commissioner Magee requested the Chair to allow any public speakers on this item to be heard first. Chair Spiegel granted the request. Leonard Leichnitz, Far West/JEC Corona Properties, expressed gratitude to the Commission, staff, and the TUMF Ad Hoc Committee for their revised staff recommendation. He explained while he is still not completely pleased, he is cognizant of the need to balance many different competing priorities. Mr. Leichnitz expressed concern about future reimbursements to multiple developers will be paid on a prorata basis. Commissioner Magee expressed gratitude for Chair Spiegel's leadership and formation of the ad hoc committee, and to the ad hoc committee for its thoughtful and lively discussion that was made more fruitful by the Commission staff, which came to the table amply prepared with a thoughtful presentation and excellent recommendation for an alternative repayment schedule. M/S/C (Magee/B. Benoit) to: 1) Approve the reimbursement of $3,051,636 to the city of Corona (Corona), in accordance with the Transportation Uniform Mitigation Fee (TUMF) Administrative Plan, TUMF Credit/Reimbursement Eligibility process, to reimburse local agencies that enter into credit Riverside County Transportation Commission Minutes October 9, 2013 Page 14 reimbursement agreements with developers for the construction of TUMF arterial road improvements; 2) Approve Agreement No. 14-72-013-00 between the Commission and Corona that stipulates $665,000 will be paid to Corona upon execution of the agreement and additional reimbursement payments of up to 10 percent of annual TUMF budgeted regional arterial revenues will be reimbursed to Corona on June 30 of each year until the $3,051,636 obligation is completely satisfied; 3) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; and 4) Approve a budget adjustment to increase TUMF regional arterial expenditures $490,000. 10. RAIL SERVICE THROUGH THE PASS AREA TO THE COACHELLA VALLEY Sheldon Peterson, Rail Manager, presented the Coachella Valley rail service, highlighting the following areas: • A map depicting the proposed Coachella Valley rail intercity service; • Coachella Valley Association of Governments (CVAG) and the Commission's memorandum of understanding (MOU); • Commission's actions; • Commission's — Caltrans letter of understanding; • Ridership model — Catchment zones; • Resolution of support for daily service; and • Next steps. Commissioner Marion Ashley expressed appreciation to staff for an excellent presentation and his support for a station in the Pass Area as it is growing rapidly. Commissioner J. Benoit expressed his appreciation for the work of the agencies bringing this vision to reality and moved approval of the staff recommendation. At this time, Commissioner Rick Gibbs left the meeting. At Commissioner Ginny Foat's request, Sheldon Peterson discussed the initial funding for this service as well as ongoing funding plans. In response to Commissioner Foat's question if the Eastern Riverside County (ERC) Programs and Projects Committee will be the governing body to oversee this, John Standiford replied oversight is with the full Commission, however, if it relates to Eastern County, it will likely go to the ERC Programs and Projects Committee and staff will work closely with Tom Kirk, CVAG's Executive Director. In the case of issues Riverside County Transportation Commission Minutes October 9, 2013 Page 15 regarding the greater alignment, Pass Area, or how it impacts Western County, it will go to the Budget and Implementation Committee. At Commissioner Foat's request, Sheldon Peterson discussed what is being proposed for this study effort, including a full assessment of stations for the regional rail system as well as the impacts of the potential elimination of the Amtrak's Sunset Limited service. In response to Commissioner Andrew Kotyuk's question about the rideshare balances and the feasibility study, Sheldon Peterson replied staff wanted to ensure a connection to Los Angeles Union Station and other Amtrak trains. He explained through the initial proposal, the Fullerton station will be key to connect Orange County to the Coachella Valley, however, the study will look at all alignments. In response to Commissioner Steven Hernandez's clarification about being limited to the five proposed stations, Sheldon Peterson replied the stations have not yet been defined so there are still those opportunities. Staff is available for additional suggestions. Commissioner Glenn Miller expressed his support for the staff recommendation and this effort and discussed the benefits this service will bring to the Pass Area and the Coachella Valley. In response to Commissioner Rush's question regarding the Redlands Loop, Sheldon Peterson replied discussions will continue with SANBAG staff to ensure there is coordination. There may be challenges with a joint station because the rail lines are not connected, however, staff will review all options, including shuttle service. M/S/C (J. Benoit/Ashley) to: 1) Approve the Memorandum of Understanding (MOU) No. 14-25-034-00 between the Commission and the Coachella Valley Association of Governments (CVAG) whereby the Commission shall establish and administer the Coachella Valley Rail fund; 2) Authorize the Chair, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; 3) Authorize staff to set aside Transportation Development Act (TDA) State Transit Assistance (STA) funding to be utilized specifically for the Coachella Valley in support of the rail program at specified multi -year levels; 4) Approve a bus/rail funding split and the terms and conditions; Riverside County Transportation Commission Minutes October 9, 2013 Page 16 5) Approve an amendment to the Commission's Commuter Rail Short Range Transit Plan (SRTP) to set aside $4.2 million of Proposition 1B Public Transportation Modernization, Improvement, and Service Enhancement Account (PTMISEA) funds to initiate Coachella Valley Rail through the Pass Area; 6) Authorize staff to seek approval to apply for a letter of no prejudice (LONP) for Proposition 1B funds to allow the Commission to expend local funds prior to the state bond sale and disbursement; 7) Authorize staff to establish a Coachella Valley Rail specific SRTP and establish a separate funding and accounting process at the Commission; 8) Authorize the Executive Director to execute a letter of understanding with Caltrans in support of project development; 9) Adopt Resolution No. 13-042, "Resolution of Support to Establish Daily Intercity Rail Service from Los Angeles to the Coachella Valley via the Pass Area"; and 10) Receive an update on next steps for Coachella Valley Rail project development, including the service development plan, alternatives analysis, and discussion on potential for future environmental analysis. 11. ITEM(S) PULLED FROM CONSENT CALENDAR FOR DISCUSSION There were no items pulled from the Consent Calendar. 12. COMMISSIONERS/EXECUTIVE DIRECTOR'S REPORT 12A. Commissioner Bob Botts announced: • The California League of Cities Golf Tournament is scheduled for Monday, October 14 at Morongo; and • His resignation from the Banning City Council effective today with his last meeting at the Commission. He expressed his appreciation and gratitude to serve with the Commissioners. 12C. John Standiford: • On behalf of Anne Mayer, he expressed appreciation and gratitude to the Commissioners that served on the Commission's TUMF Ad Hoc Committee; and • Announced the Mobility 21's 12th Annual Summit scheduled for October 29 in Los Angeles and encouraged the Commissioners to attend. Riverside County Transportation Commission Minutes October 9, 2013 Page 17 14. ADJOURNMENT There being no further business for consideration by the Riverside County Transportation Commission, Chair Spiegel adjourned the meeting at 11:45 a.m. The next Commission meeting is scheduled to be held at 9:30 a.m., Wednesday, November 13, 2013, in the Board Room, at the County of Riverside Administrative Center, 4080 Lemon Street, Riverside, California. Respectfully submitted, Jennifer Harmon Clerk of the Board AGENDA ITEM 7A RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: December 11, 2013 TO: Riverside County Transportation Commission FROM: Jennifer Harmon, Office and Board Services Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Proposed 2014 Commission/Committee Meeting Calendar STAFF RECOMMENDATION: This item is for the Commission to adopt its 2014 Commission/Committee Meeting Calendar. BACKGROUND INFORMATION: The Commission is scheduled to meet on the second Wednesday of each month at 9:30 a.m. Additionally, the Executive Committee is scheduled at 9:00 a.m. on the same day. For 2014, the annual Commission Workshop will be held on Thursday, January 30 and Friday, January 31 at the Hilton Palm Springs. Due to the timing of the annual workshop, the January Budget and Implementation and Western Riverside County Programs and Projects Committees will not be scheduled. The Commission's policy committees — Budget and Implementation and Western Riverside County Programs and Projects — meet on the fourth Monday of each month at 9:30 a.m. and 1:30 p.m., respectively. For 2014, these Committees will not meet in May and December due to holidays. Additionally, the Eastern Riverside County Programs and Projects Committee meets on the first Monday of each month at 10:30 a.m., except when the first Monday falls on a holiday or in the same week as a Commission meeting. There are times when a committee meeting may be cancelled due to lack of substantive agenda items. When this occurs, the Commissioners will be notified and items are forwarded directly to the Commission for final action. Attachment: Proposed 2014 Commission/Committee Meetings Schedule Agenda Item 7A 1 MIN maw RIVERSIDE COUNTY TRANSPORTATION COMMISSION 2014 MEETING SCHEDULE Meeting Date (Wednesday) Commission Location Executive Committee Location January 8 9:30 a.m. Board Room 9:00 a.m. RCTC Conf Rm A January 30 - 31 Meeting / Workshop 1:00 p.m. (Thursday) 8:30 a.m. (Friday) Hilton Palm Springs N/A N/A February 12 9:30 a.m. Board Room 9:00 a.m. RCTC Conf Rm A March 12 9:30 a.m. Board Room 9:00 a.m. RCTC Conf Rm A April 9 9:30 a.m. Board Room 9:00 a.m. RCTC Conf Rm A May 14 9:30 a.m. Board Room 9:00 a.m. RCTC Conf Rm A June 11 9:30 a.m. Board Room 9:00 a.m. RCTC Conf Rm A July 9 9:30 a.m. Board Room 9:00 a.m. RCTC Conf Rm A August 13 9:30 a.m. Board Room 9:00 a.m. RCTC Conf Rm A September 10 9:30 a.m. Board Room 9:00 a.m. RCTC Conf Rm A October 8 9:30 a.m. Board Room 9:00 a.m. RCTC Conf Rm A November 12 9:30 a.m. Board Room 9:00 a.m. RCTC Conf Rm A December 10 9:30 a.m. Board Room 9:00 a.m. RCTC Conf Rm A The Commission and the Executive Committee meetings are held on the second Wednesday of each month. 2014 RCTC Meeting Schedule — V1 2 Meeting Date (Monday) Budget and Implementation Committee Western Riverside County Programs and Projects Committee Location February 24 9:30 a.m. 1:30 p.m. Board Room March 24 9:30 a.m. 1:30 p.m. Board Room April 28 9:30 a.m. 1:30 p.m. Board Room June 23 9:30 a.m. 1:30 p.m. Board Room July 28 9:30 a.m. 1:30 p.m. Board Room August 25 9:30 a.m. 1:30 p.m. Board Room September 22 9:30 a.m. 1:30 p.m. Board Room October 27 9:30 a.m. 1:30 p.m. Board Room November 24 9:30 a.m. 1:30 p.m. Board Room The meetings of the Budget and Implementation Committee and the Western Riverside County Programs and Projects Committee are held on the fourth Monday of each month, except on holidays. Meeting Date (Monday) Eastern Riverside County Programs and Projects Committee Location March 3 10:30 a.m. May 5 10:30 a.m. June 2 10:30 a.m. November 3 10:30 a.m. December 1 10:30 a.m. CVAG Office 73-710 Fred Waring Drive, Suite 119 Palm Desert, CA 92260 The meetings of the Eastern Riverside County Programs and Projects Committee are held on the first Monday of the month, except when the first Monday falls on a holiday or in the same week as a Commission meeting. 2014 RCTC Meeting Schedule — V1 3 Meeting Date (Monday) Technical Advisory Committee Location January 27 10:00 a.m. Riverside - RCTC Conf Rm A March 17 10:00 a.m. Beaumont - City Hall May 19 10:00 a.m. Riverside - RCTC Conf Rm A July 21 10:00 a.m. Beaumont - City Hall September 15 10:00 a.m. Riverside - RCTC Conf Rm A November 17 10:00 a.m. Beaumont — City Hall The meetings of the Technical Advisory Committee are held on the third Monday of every other month, except for holidays. the meeting falls on a holiday, the meeting is moved to the second Monday. If Riverside — Commission Office, County Administrative Center, 4080 Lemon Street, 3rd Floor, Riverside, CA Beaumont - City Hall, Conference Room 2, 550 East Sixth Street, Beaumont, CA 2014 RCTC Meeting Schedule — V1 4 AGENDA ITEM 7B RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: December 11, 2013 TO: Riverside County Transportation Commission FROM: Audit Ad Hoc Committee Theresia Trevino, Chief Financial Officer THROUGH: Anne Mayer, Executive Director SUBJECT: Fiscal Year 2012/13 Commission Audit Results AUDIT AD HOC COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: Receive and file the FY 2012/13: a) Comprehensive Annual Financial Report (CAFR); b) Local Transportation Fund (LTF) Financial and Compliance Report; c) State Transit Assistance (STA) Fund Financial and Compliance Report; d) Proposition 1B Rehabilitation and Security Project Accounts Financial and Compliance Report; e) Compliance Report for Single Audit; f) Commercial Paper Compliance Report; g) Auditor Required Communications Report; h) Agreed -Upon Procedures Report related to the Appropriations Limit Calculation; i) Agreed -Upon Procedures Report related to the Commuter Assistance Program incentives; and j) Management certifications. BACKGROUND INFORMATION: In March 2008, McGladrey LLP (McGladrey) was selected to perform the annual audit of the Commission's basic financial statements included in the CAFR, LTF, STA, and federal awards. Additionally, it was requested to perform agreed -upon procedures related to the annual Appropriations Limit Calculation and the Commuter Assistance Program (CAP) incentives and to report on compliance with commercial paper debt covenants. As a result of the receipt of Proposition 1B funds for commuter rail rehabilitation and security projects, a separate audit is required. The scope of work for McGladrey was subsequently expanded to include the Proposition 1B Rehabilitation and Security Projects audit. In connection with the recurring contracts process, McGladrey's term was extended from April 1, 2013, through December 31, 2014. The audits, agreed -upon procedures, and compliance procedures for the fiscal year ended June 30, 2012, have been completed, and McGladrey has issued all reports. Agenda Item 7B 5 The Commission's CAFR consists of three sections: introductory, financial, and statistical. While the introductory and statistical sections were not audited by McGladrey, the basic financial statements included in the financial section were audited by McGladrey. The Commission received an unmodified opinion on its basic financial statements from McGladrey, which is the highest form of assurance. Limited procedures were performed related to the required supplementary information, including Management's Discussion and Analysis; such information was not audited. The other supplementary information was subject to the auditing procedures applied in the audit of the basic financial statements, and in the opinion of the auditors, it is fairly stated in relation to the basic financial statements. The basic financial statements include government -wide financial statements, fund financial statements, and notes to the financial statements. Management's Discussion and Analysis provides a narrative overview and analysis of the Commission's financial activities for the fiscal year. Financial highlights include net position of approximately $740 million at June 30, 2013, representing an increase of approximately $56 million from the prior year, and governmental funds fund balances of approximately $622 million at June 30, 2013, representing an increase of approximately $47 million from the prior year. The audit reports related to the separately issued financial statements of the LTF, STA, and Proposition 1B Rehabilitation and Security Projects also reflect unmodified opinions from McGladrey. These financial statements are required to be issued separately under the Transportation Development Act (TDA), including the provisions for Proposition 1B Rehabilitation and Security Projects; however, the LTF and STA financial position and operations are also included in the fund financial statements in the CAFR. The Proposition 1B Rehabilitation and Security Projects Accounts financial position and operations are part of the General Fund and Measure A Western County Commuter Rail accounts. These reports noted no matters considered to be a material weakness in internal control and no instances of noncompliance. The Compliance Report, often referred to as the Single Audit Report, includes the reports on compliance and internal control over financial reporting and over federal awards. These reports noted no matters considered to be material weaknesses in internal control and no instances of noncompliance. As a result of the establishment of the commercial paper program in March 2005, the bank reimbursement agreement requires a report from the auditor regarding compliance with certain covenants. The report issued by McGladrey indicated that nothing came to the auditor's attention that caused the auditors to believe the Commission failed to comply with these covenants. A management letter usually includes recommendations for improvements and operational efficiencies related to internal control and other matters noted during the audit. Similar to prior years, McGladrey did not have any recommendations or comments on other matters; therefore, it did not issue a management letter. Agenda Item 7B 6 The Appropriations Limit Calculation and CAP reports are based on specific procedures agreed to by the Commission and other agencies. For the Appropriations Limit Calculation and CAP, the auditors noted no exceptions or findings related to the procedures performed. As required by AICPA Auditing Standards Board Statement of Audit No. 114, The Auditor's Communication With Those Charged With Governance, the Commission's auditor is required to make certain annual communications to the Commission's audit committee, or its equivalent, regarding the audit of the Commission's financial statements prior to the completion of the audit. The annual audit for FY 2012/13 conducted by McGladrey was completed in November 2013. The report to the Audit Ad Hoc Committee from the auditor contains the required communications about the audit. Representatives from McGladrey will review this information with the Audit Ad Hoc Committee as part of the required communications. As part of the development of the Commission's Accountability Program, the directors have completed certifications relating to financial reporting and operational disclosures. Attachments: 1) 2013 Comprehensive Annual Financial Report 2) 2013 Local Transportation Fund Financial and Compliance Report 3) 2013 State Transit Assistance Fund Financial and Compliance Report 4) 2013 Proposition 1B Rehabilitation and Security Projects Account Financial and Compliance Report; 5) 2013 Compliance Report 6) 2013 Commercial Paper Compliance Report 7) 2013 Report to the Audit Ad Hoc Committee 8) 2013 Agreed -Upon Procedures Report on Appropriations Limit Calculation 9) 2013 Agreed -Upon Procedures Report on Commuter Assistance Program Incentives 10) 2013 Executive Director and Chief Financial Officer Certification 11) 2013 Directors Certification Agenda Item 7B 7 ATTACHMENT 1 Riverside County Transportation Commission Riverside County, California Comprehensive Annual Financial Report Fiscal Year Ended June 30, 2013 Min Mem Riverside County Transportation Commission 9 Riverside County Transportation Commission Riverside County, California Comprehensive Annual Financial Report Fiscal Year Ended June 30, 2013 Submitted By: Theresia Trevino, Chief Financial Officer Michele Cisneros, Finance Manager/Controller 10 11 Contents Introductory Section Letter of Transmittal Organizational Chart x List of Principal Officials xi Certificate of Achievement xii Financial Section Independent Auditor's Report 1 Management's Discussion and Analysis 3 Basic Financial Statements Government -wide Financial Statements Statement of Net Position 16 Statement of Activities 17 Fund Financial Statements Balance Sheet —Governmental Funds 18 Reconciliation of the Balance Sheet of Governmental Funds to the Statement of Net Position 19 Statement of Revenues, Expenditures and Changes in Fund Balances —Governmental Funds 20 Reconciliation of the Statement of Revenues, Expenditures and Changes in Fund Balances of Governmental Funds to the Statement of Activities 21 Notes to Financial Statements 22 Required Supplementary Information Budgetary Comparison Schedules General Fund 48 Major Special Revenue Funds 49 Schedule of Funding Progress for Postretirement Health Care 50 Notes to Required Supplementary Information 51 Other Supplementary Information Nonmajor Governmental Funds 53 Combining Balance Sheet 54 Combining Statement of Revenues, Expenditures and Changes in Fund Balances 55 Schedule of Revenues, Expenditures and Changes in Fund Balances —Budget and Actual: Nonmajor Special Revenue Funds 56 Capital Projects and Debt Service Funds 57 Schedule of Expenditures for Local Streets and Roads by Geographic Area—AII Special Revenue Funds 58 Schedule of Expenditures for Transit and Specialized Transportation by Geographic Area and Source —All Special Revenue Funds 59 12 Contents, Continued Statistical Section Statistical Section Overview 62 Net Position by Component 63 Changes in Net Position 64 Fund Balances of Governmental Funds 66 Changes in Fund Balances of Governmental Funds 67 Sources of County of Riverside Taxable Sales by Business Type 68 Direct and Overlapping Sales Tax Rates 69 Principal Taxable Sales Generation by City 70 Measure A Sales Tax Revenues by Program and Geographic Area 71 Measure A Sales Tax by Economic Category 72 Measure A Revenues and Pledged Revenue Coverage 73 Ratios of Outstanding Debt by Type 74 Computation of Legal Debt Margin 75 Demographic and Economic Statistics for the County of Riverside 76 Employment Statistics by Industry for the County of Riverside 77 Full-time Equivalent Employees by Function/Program 78 Operating Indicators 79 Capital Asset Statistics by Program 80 13 Introductory Section This page intentionally left blank. 15 November 6, 2013 To the Riverside County Transportation Commission Commissioners and Citizens of the County of Riverside: Letter of Transmittal State law requires that the Riverside County Transportation Commission (Commission or RCTC) publish within six months of the close of each fiscal year a complete set of financial statements presented in conformity with accounting principles generally accepted in the United States (GAAP) and audited in accordance with generally accepted auditing standards by independent certified public accountants. Pursuant to that requirement, we hereby issue the Comprehensive Annual Financial Report (CAFR) of the Commission for the fiscal year ended June 30, 2013. Management assumes full responsibility for the completeness and reliability of all of the information presented in this report, based upon the Commission's comprehensive framework of internal controls established for this purpose. Because the cost of internal control should not exceed anticipated benefits, the objective is to provide reasonable, rather than absolute, assurance that the financial statements are free of any material misstatements. McGladrey LLP has issued an unmodified opinion on the Commission's financial statements for the year ended June 30, 2013. The independent auditor's report is located at the front of the financial section of this report. Management's Discussion and Analysis (MD&A) immediately follows the independent auditor's report and provides a narrative introduction, overview, and analysis of the basic financial statements. MD&A complement this letter of transmittal and should be read in conjunction with it. Profile of the Government The Commission was established by state law in 1977 to oversee the funding and coordination of all public transportation services within the county of Riverside (County). The Commission's mission is to assume a leadership role in improving mobility in Riverside County and to maximize the cost effectiveness of transportation dollars in the County. The governing body is the Board of Commissioners (Board), which consists of all five members of the County Board of Supervisors, one elected official from each of the County's 28 cities, and one non -voting member appointed by the Governor. The Commission is responsible for setting policies, establishing priorities, and coordinating activities among the County's various transportation operators and agencies. The Commission also programs and/or reviews the allocation of federal, state, and local funds for highway, transit, rail, non -motorized travel (bicycle and pedestrian), and other transportation activities. The Commission also serves as the tax authority and implementation agency for the voter -approved Measure A Transportation Improvement Program, which imposes a half -cent sales tax to fund transportation improvements. Originally approved in 1988, Riverside County's voters in 2002 approved a 30 -year extension of Measure A commencing July 1, 2009 through June 30, 2039 (2009 Measure A). The Commission is also legally responsible for allocating Transportation Development Act (TDA) funds, the major source of funds for transit in the County. The TDA provides two major sources of funding: Local Transportation Fund (LTF), which is derived from a one -quarter cent state sales tax, and State Transit Assistance, which is derived from the statewide sales tax on gasoline and diesel fuel. Additionally, the Commission provides motorist aid services designed to expedite traffic flow. These services include the Service 16 Authority for Freeway Emergencies (SAFE), a program that provides call box service for motorists, and the Freeway Service Patrol (FSP), a roving tow truck service to assist motorists with disabled vehicles on the main highways of the County during peak rush hour traffic periods. The motorist aid program also includes the operation of the Inland Empire 511 (1E511) system which provides comprehensive real time traveler information for freeways, bus and rail transit, and rideshare services. All services are provided at no charge to motorists and are funded through a $1 surcharge on vehicle registrations. The Commission is financially accountable for SAFE, a legally separate entity that is blended within the Commission's financial statements. Finally, the Commission has been designated as the Congestion Management Agency (CMA) for the County. As the CMA, the Commission coordinates with local jurisdictions in the establishment of congestion mitigation procedures for the County's roadway system. The Commission is required to adopt a budget prior to the beginning of each fiscal year. The annual budget, which includes all funds, serves as the foundation for the Commission's financial planning and control regarding staffing, operations, and capital plans. The budget is prepared by fund (financial responsibility unit), department, and function. Management has the discretion to transfer budgeted amounts within the financial responsibility unit according to function. During the fiscal year, all budget amendments requiring Board approval are presented to the Board for consideration and adoption. Local Economy Riverside County has a number of competitive advantages over other coastal counties (Los Angeles, Orange, and San Diego): (i) housing that was (and remains) more available and affordable; and (ii) plentiful commercial real estate and available development land at lower rates. Prior to the national recession, Riverside County's economy thrived, reflecting the area's competitive advantages over its neighboring counties, largely as a result of the County's continuing ability to draw jobs, residents, and affordable housing away from the Los Angeles, Orange, and San Diego county areas. As a result, the County enjoyed a more diversified employment and commercial base and an increasing share of the regional economy. During the nationwide recession, the County experienced high unemployment; reduced personal income, taxable sales, and residential building permits; a decrease in the rate of home sales and the median price of single-family residences; and high rates of notices of default on mortgage loans secured by single-family residences. The impact of the recession was amplified in the Inland Empire (Le., Riverside and San Bernardino counties) due to its relatively greater growth and the relatively lower average income levels when compared to coastal areas. These factors resulted in fluctuating Measure A and LTF sales tax revenues and Transportation Uniform Mitigation Fees (TUMF); however, the sales tax revenues appear to have stabilized since FY 2009/10. Recovery from the nationwide recession in the local Inland Empire economy has lagged the nation and other areas of California. Sales tax revenues have rebounded from the recent economic downturn's low point in 2010, with Measure A revenues growing 9.4% in FY 2011/12 and 10.7% in FY 2012/13. The Commission's outlook for FY 2013/14 continues to be cautiously optimistic; however, the state and federal budget issues continue to affect funding of the Commission's capital projects and programs. Should Measure A and LTF sales tax revenues continue to fluctuate and the availability of federal and state revenues continue to be uncertain, the timing and scope of the Commission's projects and programs may be impacted. Regardless of the future economic conditions, the Commission faces formidable ongoing challenges in terms of providing needed infrastructure enhancements to support a population and an economy that has outgrown the capacity of its existing infrastructure. Fortunately, the foundation of the regional economy continues to retain many of the fundamental positive attributes that fueled its earlier growth, including lower priced real estate with proximity to coastal communities, a large pool of skilled workers, and increasing wealth and education levels. ii 17 Long-term Financial Planning Proactive financial planning is a critical element for the success of the Commission as it builds for the future. Continually reviewing revenues and projecting expenditures ensures that the Commission's expectations are realistic and goals are achievable. Scarce resources, especially at the state and federal level, can be directed to projects of regional significance or, with additional funding, project priorities can be expanded to address unfunded project requirements or developing needs. At the state level, there continues to be concerns regarding California's overall budget situation. Governor Brown and the Legislature are faced with an ongoing, structural imbalance in the state budget which has impacted the state's ability to sell infrastructure bonds approved by the voters in 2006. The state budget uncertainty has also impacted cash flow for the State Transportation Improvement Program (STIP) which is also relied upon for funding several major projects. The news on the federal level is somewhat less predictable. The comprehensive transportation bill known as Moving Ahead for Progress in the 21st Century (MAP -21) spans only two years through June 2014, leading to discussion of yet another long-term bill in the next Congressional session. In spite of the short duration of MAP -21, it does provide important improvements that could lead to a more streamlined approval process. Another provision of the bill expands the Transportation Infrastructure Finance and Innovation Act (TIFIA). The Commission is utilizing TIFIA funding for its upcoming project on State Route (SR) 91 in Corona and could seek additional financing from the program for other projects in the future. In the meantime, the federal government will continue to be a source of highway funding through the Surface Transportation Program (STP) and the Congestion Mitigation Air Quality program since MAP -21 continues these programs at roughly the same funding level. Federal dollars are also needed by the Commission's transit partners for capital programs, and the Commission will utilize $75 million in Federal Transit Administration (FTA) Small Starts funding to pay for its Metrolink expansion project to Perris. All of these programs depend on the authorization of federal funding by Congress and the President. The widening of SR -91 is part of a multi -year Western Riverside County Delivery Plan (Delivery Plan) that focuses on investing more than $2 billion in improvements along a number of major freeways during the first ten years of the 2009 Measure A program. The Delivery Plan was adopted by the Commission in December 2006 and was updated in January 2010 and February 2012. In order to make the needed investments, the plan relies on Measure A, STIP, and Proposition 1B dollars as well as the development of tolled express lanes on 1-15 and the extension of the 91 Express Lanes into Riverside County. While the Delivery Plan is ambitious, it is only one portion of a much larger program of projects and services the Commission will provide throughout the County. Additional responsibilities and challenges include working cooperatively with the Coachella Valley Association of Governments (CVAG) to fund projects, continued oversight and funding of transit services throughout the County, and a 24 -mile expansion of Metrolink service to Perris. The success of all of these efforts will require a combination of funding sources that will depend on the State's commitment to funding infrastructure and major investments from the federal government via the approval of a federal transportation bill. However, the primary —and most predictable —source of funding for the Commission will continue to be the Measure A half -cent sales tax program approved by Riverside County voters. Major Initiatives The Commission is currently in the midst of an unprecedented era of transportation investment. The results can be seen throughout Riverside County with numerous projects under construction, successful transit service, and promises of more on the way in the near future. 18 AITPAQI NOM (OAONA 0 • MUM AMMO WIWI CipiL „ MOM EAM" n eEAURgNt lJ SAN WOO PERMS t. UATEN MOM wE I(SIMOR( MIIRRIITA M UORW Capital Project Delivery and Implementation KURT HOT SPRINGS (7) CII PAIRI SPRINGS COM OR WHO AIM ,, `li PAM MEAT I[1'tNt — Ng1AN 8a1S LAMM xu\, 4.r k The Capital Project Development and Delivery Department is responsible for major highway and rail capital projects from initial environmental study through preliminary engineering, final design, right of way acquisition, and construction. Highways. The Commission is currently working on the few remaining projects yet to be completed from the 1989 Measure A program. For example, construction on the 60/215 East Junction High Occupancy Vehicle (HOV) connector project that began in summer 2011 is expected to be open to traffic by the end of 2013 and fully completed in early 2014. This project will provide two HOV bridges that will connect the SR -60 HOV lanes constructed by the Commission in Moreno Valley to the HOV lanes that were constructed on the 60/91/215 interchange and corridor improvement project. Another 60/215 project along 1-215 from Blaine Street to Martin Luther King Boulevard has been completed and has resulted in a significant lessening of congestion along the eastbound side of the freeway during the evening commute. Another 1989 Measure A project widens SR -91 through Downtown Riverside. The SR -91 HOV project construction in Riverside from Adams Street to the 60/91/215 interchange was approved for Proposition 1B Corridor Mobility Improvement Account (CMIA) funding. The Commission and California Department of Transportation (Caltrans) District 8 partnered on the design and right of way activities, and construction began in spring 2012 with an estimated completion date in late 2014. The final 1989 Measure A project to be developed is the SR -74 curve widening. With right of way acquisition underway, construction for the SR -74 curve widening near Hemet will begin in early 2014. In February 2012 the Commission amended the Delivery Plan to include a truck climbing lanes safety project on SR -60 in the Badlands area in place of a similar nearby project on 1-10. In partnership with Caltrans, the Commission is the project sponsor and Caltrans is the lead agency for preliminary engineering using federal funds. With a total project cost estimated at $122 million, construction of the project is expected to be completed by 2018. The 1-215 corridor from Murrieta to Perris continues to be an important corridor for the Commission. The Commission is adding a third mixed flow lane in each direction to the central segment from Scott Road to Nuevo Road, resulting in three continuous lanes from the 1-15 interchange to the SR -60 interchange. Construction started in early 2013 and is funded by STIP and CMIA. Future improvements along the corridor include a widened connector where the southbound 1-215 meets the 1-15 as well as the development of the Perris Valley Line Metrolink extension which runs parallel to 1-215. iv 19 Commuter Rail. Since 1993 the Commission has held title to and managed the 38 -mile San Jacinto Branch Line and several adjacent properties in anticipation of offering Metrolink commuter rail service to a wider area of the County, initially including Moreno Valley and Perris and ultimately to Hemet/San Jacinto. The first major expansion for commuter rail along this corridor is known as the Perris Valley Line. In July 2011 the Commission certified the Environmental Impact Report for the Perris Valley Line and approved the project. Federal environmental approval was obtained in May 2012. In December 2007 the Commission received approval from the FTA to enter into project development with a project rating of medium -high. A total of $75 million in FTA Section 5309 Small Starts funding has been appropriated by Congress for this project. An additional $53 million in STIP funds is also identified for the project. The project was temporarily delayed by litigation for a local neighborhood organization which pushed back construction until the end of 2013. The litigation has been settled favorably, and the Commission has received approvals from the FTA to begin construction. A favorable construction bid of $132.2 million was approved by the Commission, and new commuter rail service on the Perris Valley Line is anticipated to commence in late 2015. With the continued growth of patronage, commuter rail's challenges for the future include the implementation of Positive Train Control to ensure safety, locomotive rehabilitation and emissions improvements, and additional train storage and maintenance facilities. Toll Program Moves Forward 91 Project Construction to Start: The SR -91 Corridor Improvement Project (91 Project) through Corona will be ready for construction in early 2014. Through FY 2012/13 and shortly thereafter in July 2013, the Commission obtained all necessary environmental approvals; executed a number of agreements with Caltrans, the Orange County Transportation Authority, and a toll operator; approved and entered into a $664 million design -build contract; and successfully financed the $1.3 billion effort. The highlight of the financing plan included the approval of a $421 million TIFIA loan through the U.S. Department of Transportation. The 91 Project's plan of finance was developed by a financial team, which includes Fieldman Rolapp & Associates as financial advisor and Goldman Sachs and Bank of America Merrill Lynch serving as co -senior underwriters for the issuance of $176.7 million in toll revenue bonds and $462.2 million in sales tax revenue bonds. The 91 Project will include two tolled express lanes in each direction in the median of SR -91. The extension of these lanes will provide a seamless connection to the Orange County Transportation Authority SR -91 Express Lanes; expand the choices for Riverside County drivers; improve congestion on the general purpose lanes; and ensure a speedy, uncongested trip for drivers willing to pay a toll. The 91 Project also includes numerous non -toll lane improvements including an additional general purpose lane in each direction on SR -91 and substantive interchange improvements. 1-15 Moves Forward: The 1-15 Corridor Improvement Project (1-15 CIP) is planned to include two tolled express lanes in each direction in the median of 1-15. The first phase of these lanes will extend from the south near Cajalco Road to the north at SR - 60. The lanes will have the same benefits mentioned previously for the 91 Project. The 1-15 CIP's environmental studies and preliminary engineering work continue to progress and are scheduled for completion in late 2015, with construction expected to commence in 2018 after the completion of the 91 Project in 2017. TUMF Plays an Important Role In the Coachella Valley, a TUMF program was established shortly after the passage of the 1989 Measure A. The program requires developers to pay a fee on new development to fund arterial improvements. Cities are required to participate in the program or forfeit Measure A local dollars to the CVAG, which oversees the arterial program and has been successful in funding a number of important arterial and freeway interchange projects. v 20 With the passage of the 2009 Measure A, a TUMF program with participation requirements similar to that in the Coachella Valley is in place in western Riverside County (Western County) and administered by the Western Riverside Council of Governments (WRCOG). TUMF funds received by the Commission are split evenly between new corridors, including the Mid County Parkway, and regional arterials, including local projects and the SR -79 realignment project. To date, nine projects have been completed, eight projects are under construction, three projects will begin construction in 2014, and three projects are in preliminary engineering. Rail Development, Operations and Support As one of five funding partners in the Southern California Regional Rail Authority, which operates the Metrolink commuter rail service, the Commission is engaged in a continual exercise of consensus building with its partners to provide effective regional service. Now consisting of seven lines serving six counties, the system carries an average of 44,000 passengers each weekday. The Commission owns and operates five stations served by the three Metrolink lines operating through the County and will add four more once the Perris Valley Line Extension begins carrying passengers in late 2015: r Riverside Line: Originates in the Downtown Riverside station and stops at the Pedley station before proceeding through Ontario, Pomona, Industry, and Montebello to Los Angeles Union Station. Ridership approximates 5,100 daily riders. Inland Empire Orange County (IEOC) Line: Begins in nearby San Bernardino with stops in the Downtown Riverside, La Sierra, North Main Corona, and West Corona stations before entering Orange County with stops in Anaheim Canyon, Orange, Santa Ana, Tustin, Irvine, Laguna Niguel/Mission Viejo, San Juan Capistrano, and Oceanside. When initiated, this service was described as the first suburb -to -suburb commuter rail service in the nation. The IEOC line has experienced a solid increase in patronage in the past year with an average daily ridership of 4,500. This line also provides weekend service. 91 Line: Provides service from Riverside to Los Angeles with stops in La Sierra, North Main Corona, West Corona, Fullerton, Buena Park, Norwalk and Commerce before terminating at Union Station. Daily patronage on the line averages 2,300. The Perris Valley Line project will extend this line to Perris in 2015. The Commission also owns the Perris Transit Center, a multimodal facility currently serving Riverside Transit Agency bus operations and providing park and ride spaces. It will be one of four new Perris Valley Line commuter rail stations. Planning for the Future In terms of future progress, the Commission gave its unanimous support to the Riverside County Integrated Project (RCIP) and its transportation component, the Community and Environmental Transportation Acceptability Process (CETAP). The RCIP was a model for streamlining the environmental process while providing for the long-term development and economic growth of the County. The County and the Commission worked together in a first -of -its kind endeavor to provide for new transportation options and land use planning to support the economic growth of the County while providing for preservation of open space and protection for endangered species. CETAP addresses the impact of future population and economic growth on the existing transportation system by identifying and establishing new transportation corridors and arterial system improvements. The entire CETAP program was recognized under President Bush's Executive Order for Environmental Streamlining and Stewardship. The Commission's CETAP effort focuses on four new transportation corridors: two located within the County and two that would link Riverside County with the neighboring counties of Orange and San Bernardino. Each of the corridors is progressing on differing schedules with the aforementioned improvements on the 1-215 among the first to be completed. Environmental work is also progressing rapidly for the development of the Mid County Parkway between Perris and San Jacinto. Another large planning effort affecting the Hemet and San Jacinto communities is the realignment of SR -79. This 2009 Measure A project is undergoing early project development, which was partially funded through the TUMF program and federal earmarks. An environmental document is being prepared in cooperation with local, state, and federal agencies to allow the realignment of SR -79 between Domenigoni Parkway, south of SR -74, and Gilman Springs Road, north of San Jacinto. The project would vi 21 realign the highway to provide a more direct route within the San Jacinto Valley. Motorist Assistance Programs In cooperation with the California Highway Patrol (CHP) and Caltrans, the Commission, in its capacity as the SAFE, assists motorists who experience accidents, mechanical breakdowns, or other unforeseen problems by providing access to cellular call boxes along the County's major highways. The Commission's system includes approximately 600 call boxes serving more than 346 centerline miles of highways. The call box program is funded by an annual $1 surcharge added to vehicle registrations. The phones are programmed to call a private call answer center, and the call box operator responds to the call by routing emergency calls to the CHP for appropriate services (i.e., ambulance, tow truck, fire, or police unit) or providing a direct connection to routine service through auto clubs or other private tow and service providers. Call box operators answered approximately 5,350 calls during FY 2012/13. In an effort to relieve congestion and reduce pollution, the Commission provides an additional motorist assistance program with the FSP. The FSP program is a special team of 21 tow trucks traveling along portions of SR -60, SR -91, 1-15, and 1-215 within the County during peak, weekday commuter hours to assist drivers when their vehicles break down or experience other mechanical problems. The purpose of the FSP is to clear debris and remove disabled vehicles from the freeway as quickly as possible to help keep freeway traffic moving during rush hour periods. Another effort augments existing FSP service with additional tow trucks in construction areas as another means of construction -related congestion mitigation. The FSP is funded by the Riverside County SAFE and the State. During FY 2012/13, the FSP provided assistance to approximately 43,650 motorists. To further promote mobility, the Commission, in partnership with the San Bernardino Associated Governments (SANBAG), provides motorists with access to real-time freeway travel information and incident information on Southern California highways through its Inland Empire 511 (1E511) Traveler Information system. 1E511 is available via the telephone by dialing 511 from any land line or cell phone within Riverside or San Bernardino County or online at www.ie511.org. 1E511 is designed to promote mobility by fostering more informed travel decisions to avoid congestion as well as provide more choices for the individual commuter by identifying all travel options available to Riverside and San Bernardino County residents. Inland Empire commuters can access transit, Metrolink, carpooling, vanpooling, carpool lane, and toll road information, as well as detailed park and ride lot information for the entire Southern California region. 1E511 is funded with Riverside County SAFE funds in addition to SANBAG reimbursements. In FY 2012/13, 1E511 serviced approximately 400,000 web visits and 351,000 phone calls. Commuter Assistance Program The Commission's Commuter Assistance Program provides a variety of rideshare services and programs both to employers and commuters. Through voluntary participation, commuters and employers receive a direct benefit from their sales tax dollars, and the entire region benefits from reduced traffic congestion and improved air quality as a result of trip elimination or use of alternative means of transportation. The Commission's continued success in serving commuters and employers within the County resulted in SANBAG's renewal of its contract with the Commission, for the 17th year, to provide an identical commuter assistance program for San Bernardino County residents. At the core of the Commuter Assistance Program are employer partnerships. To support voluntary efforts by local employers in implementing and maintaining rideshare activities at work sites, there are several rideshare services, employee programs, and resources provided to Western Riverside and San Bernardino County employers. Using Job Access Reverse Commute (JARC) funds, the Commission also continued the provision of rideshare services and programs to employers in the Coachella Valley. The most prominent commuter product continues to be the Rideshare Incentives, a short-term incentive that offers $2 per day for each day new ridesharers use an alternate mode of transportation in a three-month period. Long-term ridesharers are recognized and rewarded for their continuing commitment to use alternate modes of transportation to and from work with access to discounts at over 135,000 local and national merchants through RidesharePlus Rewards. vii 22 In providing commuter benefits to employers and employees, during FY 2012/13, the program attracted 926 drive alone commuters to rideshare and participate in the Rideshare Incentives program. RidesharePlus Rewards had 6,786 participants for the same period. In total, the Commuter Assistance program resulted in over 1.7 million one-way trips reduced, 42.5 million miles saved, and approximately 425,700 pounds of emissions reduced in Riverside County. Another component of the Commuter Assistance program is the provision of leased park and ride lots to supplement Caltrans lots and to expand park and ride capacity. Working in partnership with Caltrans, which provides signage and insurance, the Commission leases excess parking from business and civic institutional partners at a reasonable rate. There are over 2,300 park and ride spaces available to Riverside County commuters. Finally, the Commission's program also extends beyond the borders of the Inland Empire. To support coordinated and efficient ridematching throughout a five -county region that includes transportation agencies in Los Angeles, Orange, San Bernardino, and Ventura counties, the Commission operates the Regional Rideshare Database. This application serves as a central depository for all commuter transportation surveys and as the region's primary ridematching application. Specialized Transit The Commission has maintained a long-term commitment to assist in the mobility of those with specialized transit needs. Through its Specialized Transit Program, the Commission has provided millions of dollars to public and nonprofit transit operators to assist in the provision of special transit services to improve the mobility of seniors, persons with disabilities and persons with low incomes. Along with support of traditional dial -a -ride services, the Commission supports innovative programs providing transit assistance in hard -to -serve rural areas or for riders having very special transit needs. Following the Commission's approval and adoption of the Public Transit -Human Services Coordinated Plan for Riverside County in 2008, the Commission became eligible for federal funding of specialized transit in the County. The 2013 Universal Call for Projects for Specialized Transit (Universal Call) provided funding awards to 22 public and nonprofit agencies using a combination of Measure A funding and new federal funds under the JARC and New Freedom (NF) programs. The 2013 Universal Call included approximately $2.7 million in new federal funding to augment the $5.2 million in Measure A funds committed locally by the Commission for FY 2013/14 and FY 2014/15. During FY 2012/13, public and nonprofit operators provided approximately 559,000 Measure A/JARC/NF one-way trips in both Western County and Coachella Valley. Awards and Acknowledgements The Government Finance Officers Association of the United States and Canada (GFOA) awarded a Certificate of Achievement for Excellence in Financial Reporting to the Commission for its CAFR for the fiscal year ended June 30, 2012. This was the 20th straight year the Commission has achieved this prestigious award. In order to be awarded a Certificate of Achievement, a government must publish an easily readable and efficiently organized CAFR. This report must satisfy both GAAP and applicable legal requirements. A Certificate of Achievement is valid for a period of one year only. We believe our current CAFR continues to meet the Certificate of Achievement Program's requirements, and we are submitting it to the GFOA to determine its eligibility for another certificate. The CAFR each year is a collaborative effort by Commission staff and its independent auditors. The undersigned are grateful to all staff for their willingness to expend the effort necessary to ensure the financial information contained herein is informative and completed within established deadlines. Special thanks must be extended to the Finance staff, program management and staff, and Commission's auditors for the time, effort, and commitment so vital for the final completion of the CAFR. viii 23 In closing, without the leadership and the support of the Board, preparation of this report would not have been possible. Its prudent management must be credited for the strength of the Commission's fiscal condition, and its vision ensures that the Riverside County Transportation Commission will be on the move planning for and building a better future for Riverside County residents and commuters. Very truly yours, 7:4t ANNE MAYER Executive Director THERESIA TREVINO Chief Financial Officer ix 24 25 Riverside County Transportation Commission Organization Chart Fiscal Year 2012/13 Office& Board Services Manage/ Senior Administrative Assistant Administrative Assistants (3) Senior Office Assistant Chan) F,nann Fa' Ottanr Procuema• Matyo L Procurement Administrator Ale.e*MK & Hunan •rwuees Manager Accounting Supervisor Accounting Technician (2) Accounting Assistant Accounting Clerk Goods Movement Manager Government Relation Man Board of Ce.rmeanrwn II ear Wm,. 1}restr prwty Cwrunre lTefem Rail Manager Staff Analyst Transit Manager Staff Analyst Commuter & Motorist Assistance Manager Staff Analyst Project Development Dant for allanunmun1111 Programml jip Ma Staff Analyst :spiral Projects Manager (d) Capital Projects Contract& Claim Menaeer Right of Way Manager L Senior Staff Analyst Staff Analyst x 26 27 Riverside County Transportation Commission List of Principal Officials As of June 30, 2013 Name and Position Karen Spiegel Marion Ashley Daryl Busch Bob Botts Roger Berg Joseph DeConinck Ella Zanowic Mary Craton Greg Pettis Steven Hernandez Scott Matas Adam Rush Larry Smith Douglas Hanson Glenn Miller Frank Johnston Terry Henderson Bob Magee Scott Mann Tom Owings Rick Gibbs Berwin Hanna Jan Harnik Ginny Foat Ted Weill Steve Adams Andrew Kotyuk Ron Roberts Ben Benoit Kevin Jeffries John F. Tavaglione Jeff Stone John J. Benoit Basem Muallem Board of Commissioners Title Chair (Commission) Vice Chair (Commission) 2°d Vice Chair (Commission) Member Member Member Chair (Budget & Implementation Committee) Member Member Member Vice Chair (Eastern Riverside County Programs and Projects Committee) Member Member Vice Chair (Budget & Implementation Committee) Member Vice Chair (Western Riverside County Programs and Projects Committee) Chair (Eastern Riverside County Programs and Projects Committee) Member Member Member Member Member Member Member Member Member Chair (Western Riverside County Programs and Projects Committee) Member Member Member Member Member Member Governor's Appointee Agency City of Corona County of Riverside, District 5 City of Perris City of Banning City of Beaumont City of Blythe City of Calimesa City of Canyon Lake City of Cathedral City City of Coachella City of Desert Hot Springs City of Eastvale City of Hemet City of Indian Wells City of Indio City of Jurupa Valley City of La Quinta City of Lake Elsinore City of Menifee City of Moreno Valley City of Murrieta City of Norco City of Palm Desert City of Palm Springs City of Rancho Mirage City of Riverside City of San Jacinto City of Temecula City of Wildomar County of Riverside, District 1 County of Riverside, District 2 County of Riverside, District 3 County of Riverside, District 4 Caltrans, District 8 Management Staff Anne Mayer, Executive Director John Standiford, Deputy Executive Director Cathy Bechtel, Project Development Director Michael Blomquist, Toll Programs Director Marlin Feenstra, Project Delivery Director Theresia Trevino, Chief Financial Officer Robert Yates, Multimodal Services Director xi 28 0 Government Finance Officers Association Certificate of Achievement for Excellence in Financial Reporting Presented to Riverside County Transportation Commission California For its Comprehensive Annual Financial Report for the Fiscal Year Ended June 30, 2012 *sp-Are• Executive Director/CEO XII 29 Financial Section This page intentionally left blank. 31 McGladrey LLP McGladrey Independent Auditor's Report Board of Commissioners Riverside County Transportation Commission Riverside, CA Report on the Financial Statements We have audited the accompanying financial statements of the governmental activities, each major fund and the aggregate remaining fund information of the Riverside County Transportation Commission (the Commission) as of and for the year ended June 30, 2013, and the related notes to the financial statements, which collectively comprise the Commission's basic financial statements as listed in the table of contents. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor's Responsibility Our responsibility is to express opinions on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Commission's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Commission's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions. Opinions In our opinion, the financial statements referred to above present fairly, in all material respects, the respective financial position of the governmental activities, each major fund and the aggregate remaining fund information of the Commission as of June 30, 2013, and the respective changes in financial position for the year then ended in accordance with accounting principles generally accepted in the United States of America. 1 Member of the RSM International network of Independent accounting tax and confultl3Qirm Other Matters Required Supplementary Information Accounting principles generally accepted in the United States of America require that the management's discussion and analysis, budgetary comparison and other postemployment benefits information, as listed in the table of contents, be presented to supplement the basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board, who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic or historical context. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management's responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. Other Information Our audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise the Commission's basic financial statements. The combining and individual nonmajor fund financial statements, budgetary comparison schedules, schedules of expenditures, and the introductory and statistical section, listed in the table of contents as supplementary information, are presented for purposes of additional analysis and are not a required part of the basic financial statements. The combining and individual nonmajor fund financial statements, budgetary comparison schedules and schedules of expenditures are the responsibility of management and were derived from and relate directly to the underlying accounting and other records used to prepare the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the basic financial statements or to the basic financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the combining and individual nonmajor fund financial statements, budgetary comparison schedules and schedules of expenditures are fairly stated, in all material respects, in relation to the basic financial statements as a whole. The introductory and statistical section has not been subjected to the auditing procedures applied in the audit of the basic financial statements, and accordingly, we do not express an opinion or provide any assurance on it. Irvine, CA November 6, 2013 2 33 Riverside County Transportation Commission Management's Discussion and Analysis Year Ended June 30, 2013 As management of the Riverside County Transportation Commission (Commission), we offer readers of the Commission's financial statements this narrative overview and analysis of the Commission's financial activities for the fiscal year ended June 30, 2013. We encourage readers to consider the information on financial performance presented here in conjunction with the transmittal letter on pages i-ix and the Commission's financial statements which begin on page 16. Financial Highlights • Total net position of the Commission was $739,761,035 and consisted of net investment in capital assets of $336,834,025; restricted net position of $619,089,707; and unrestricted net position (deficit) of ($216,162,697). • The unrestricted net position (deficit) results primarily from the recording of the debt issued for Measure A highway, local street and road, and regional arterial projects. As title to substantially most of those assets vests with the State of California (State) Department of Transportation (Caltrans) or local jurisdictions, there is no asset corresponding to the liability. Accordingly, the Commission does not have sufficient current resources on hand to cover current and long- term liabilities; however, future Measure A sales taxes are pledged to cover Measure A debt service payments when made. • Net position increased by $56,228,954 during fiscal 2013. General revenues consisting primarily of sales taxes are the major funding source for the governmental activities. The change in net position was higher than the prior year due to increased Measure A and Transportation Development Act sales taxes as well as Transportation Uniform Mitigation Fees (TUMF). • Total capital assets, net of accumulated depreciation, were $487,461,349 at June 30, 2013, representing an increase of $62,880,276, or 15%, from June 30, 2012. The increase in capital assets was primarily related to the land acquisition and construction in progress costs related to the Perris Valley Line extension and tolled express lane projects. • The Commission's governmental funds reported combined ending fund balances of $622,186,895, an increase of $46,608,276 compared to fiscal 2012. Approximately 71% of the governmental fund balances represent amounts available for the Measure A program, including debt service and funding from the issuance of sales tax revenue bonds and commercial paper notes, and the TUMF program. Overview of the Financial Statements This discussion and analysis are intended to serve as an introduction to the Commission's basic financial statements, which are comprised of three components consisting of government -wide financial statements, fund financial statements, and notes to the financial statements. This report also contains required supplementary information and other supplementary information in addition to the basic financial statements. Government -wide Financial Statements The government -wide financial statements are designed to provide readers with a broad overview of the Commission's finances, in a manner similar to a private -sector business. 3 34 The statement of net position presents information on all of the Commission's assets, liabilities, and deferred inflows/outflows of resources with the difference reported as net position. Over time, increases or decreases in net position may serve as a useful indicator of whether the financial position of the Commission is improving or deteriorating. The statement of activities presents information showing how the Commission's net position changed during the fiscal year. All changes in net position are reported as soon as the underlying event giving rise to the change occurs, regardless of the timing of related cash flows. Thus, revenues and expenses are reported for some items that will only result in cash flows in future fiscal periods. The government -wide financial statements report the functions of the Commission that are principally supported by sales taxes and intergovernmental revenues, or governmental activities. The governmental activities of the Commission include general government, the Measure A program, CETAP, regional arterials, commuter rail, transit and specialized transportation services, planning and programming, bicycle and pedestrian facilities projects, and motorist assistance services. Measure A program services are divided within the three regions of Riverside County (County), namely Western County, Coachella Valley, and Palo Verde Valley. The government -wide financial statements include only the Commission and its blended component unit. The government -wide financial statements can be found on pages 16-17 of this report. Fund Financial Statements A fund is a grouping of related accounts that is used to maintain control over resources that have been segregated for specific activities or objectives. Fund accounting is used to ensure and demonstrate compliance with finance -related legal requirements. All of the Commission's funds are governmental funds. Governmental funds are used to account for essentially the same functions reported as governmental activities in the government -wide financial statements; however, governmental fund financial statements focus on near -term inflows and outflows of spendable resources and on balances of spendable resources available at the end of the fiscal year. Such information may be useful in evaluating a government's near -term financing requirements. Since the focus of governmental funds is narrower than that of the government -wide financial statements, it is useful to compare the information presented for governmental funds with similar information presented for governmental activities in the government -wide financial statements. As a result, readers may better understand the long-term impact of the government's near -term financing decisions. Both the governmental fund balance sheet and related statement of revenues, expenditures and changes in fund balances provide a reconciliation to facilitate this comparison between governmental funds and governmental activities. The Commission maintains 12 individual governmental funds. Information is presented separately in the governmental fund balance sheet and in the related statement of revenues, expenditures and changes in fund balances for the Commission's major governmental funds comprised of the General fund; Measure A Western County, Measure A Coachella Valley, Transportation Uniform Mitigation Fee, and Local Transportation Fund (LTF) Special Revenue funds; Commercial Paper and Sales Tax Bonds Capital Projects funds; and Debt Service fund, Data from the other four governmental funds are combined into a single, aggregated presentation. Individual fund data for each of these nonmajor governmental funds is provided in the form of combining statements in the other supplementary information section. The Commission adopts an annual appropriated budget for the General fund, all Special Revenue funds, all Capital Projects funds, and the Debt Service fund. Budgetary comparison schedules have been provided for the General fund and major Special Revenue funds as required supplementary information and for the nonmajor Special Revenue funds and the Capital Projects and Debt Service funds as other supplementary information to demonstrate compliance with these budgets. 4 35 The governmental fund financial statements, including the reconciliation between the fund financial statements and the government -wide financial statements, can be found on pages 18-21 of this report. Notes to the Financial Statements The notes provide additional information that is essential to a full understanding of the data provided in the govemment-wide and fund financial statements. The notes to the financial statements can be found on pages 22-45 of this report. Other Information Other information is in addition to the basic financial statements and accompanying notes to the financial statements. This report also presents certain required supplementary information concerning the Commission's budgetary results for the General fund and major Special Revenue funds as well as the schedule of funding progress for postretirement health care benefits. Required supplementary information can be found on pages 48-51 of this report. Other supplementary information is presented immediately following the required supplementary information. Other supplementary information includes the combining statements referred to earlier relating to nonmajor governmental funds; budgetary results for the nonmajor Special Revenue funds, all Capital Projects funds, and the Debt Service fund; and schedules of expenditures for local streets and roads and expenditures for transit and specialized transportation. This other supplementary information can be found on pages 54-59 of this report. Government -wide Financial Analysis As noted previously, net position may serve over time as a useful indicator of a government's financial position. At June 30, 2013, the Commission's assets exceeded liabilities by $739,761,035, a $56,228,954 increase from June 30, 2012. Our analysis below focuses on the net position and changes in net position of the Commission's governmental activities. Net Position Approximately 46%, compared to 48% in 2012, of the Commission's net position reflects its net investment in capital assets (i.e., construction and development in progress; land and improvements; construction and rail operating easements; rail stations; building and equipment held for resale; office improvements; and office furniture, equipment, and vehicles), less any related outstanding debt used to acquire those assets, primarily related to land and tolled express lane projects in progress. The Commission uses these capital assets to provide transportation services to the residents and business community of the County. Although the Commission's investments in capital assets is reported net of related debt, the resources used to repay this debt must be provided from other sources, since the capital assets themselves cannot be used to liquidate these liabilities. The most significant portion of the Commission's net position represents resources subject to external restrictions on how they may be used. Restricted net position from governmental activities represented approximately 84% of the total net assets at June 30, 2013 and 2012. Restricted net position from governmental activities increased by $46,905,766, as a result of increased 2009 Measure A revenues available for Western County Measure commuter rail, highways, and regional arterial programs; use of commercial paper proceeds for certain 2009 Measure A Western County highway projects rather than revenues from the 2009 Measure A revenues; and increased revenues available for transit and specialized transportation programs. 5 36 Unrestricted net position represents the portion of net position that can be used to finance day-to-day operations without constraints established by debt covenants, enabling legislation, or other legal requirements. Unrestricted net position from governmental activities changed from a $215,929,362 deficit at June 30, 2012 to a $216,162,697 deficit at June 30, 2013. This deficit results primarily from the impact of recording of the Commission's long-term debt, consisting of sales tax revenue bonds and commercial paper notes, issued for Measure A highway, local street and road, and regional arterial projects. While a significant portion of the debt has been incurred to build these projects which are capital assets, upon completion for most projects, these projects are transferred to Caltrans or the local jurisdiction. Accordingly, such projects are not assets of the Commission that offset the long-term debt in the statement of net position. The following is condensed financial data related to net position at June 30, 2013 and June 30, 2012: Net Position June 30, 2013 June 30, 2012 Current and other assets $ 674,469,833 $ 620,061,008 Capital assets not being depreciated 424,755,502 358,474,162 Capital assets being depreciated, net of accumulated depreciation 62,705,847 66,106,911 Total assets 1,161,931,182 1,044,642,081 Deferred outflows of resources Total assets and deferred outflows of resources 22,795,319 34,412,064 1,184,726,501 1,079,054,145 Long-term obligations 371,116,973 317,698,003 Other liabilities 73,848,493 77,824,061 Total liabilities 444,965,466 395,522,064 Net position: Net investment in capital assets 336,834,025 327,277,502 Restricted 619,089,707 572,183,941 Unrestricted (deficit) (216,162,697) (215,929,362) Total net position $ 739,761,035 $ 683,532,081 Changes in Net Position The Commission's total program and general revenues were $291,095,180, while the total cost of all programs was $234,866,226. Total revenues increased by 4%, and the total cost of all programs increased by less than 2%. Approximately 22% of the costs of the Commission's programs were paid by those who directly benefited from the programs or by other governments that subsidized certain programs with grants and contributions. Sales taxes ultimately financed a significant portion of the programs' net costs. Governmental activities increased the Commission's net position by $56,228,954, and condensed financial data related to the change in net position is presented in the table below. Key elements of this increase are as follows: • Charges for services increased by $788,132, or 541%, primarily due to property management revenues generated from properties acquired in connection with the State Route (SR) 91 Corridor Improvement Project (CIP). • Operating grants and contributions decreased by $8,074,055, or 15%, primarily due to a reduction in federal and state reimbursements related to 1989 Measure A and 2009 Measure A highway projects, particularly the SR -91 high occupancy vehicle lanes and Interstate (I) 215 central projects; • Capital grants and contributions decreased by $331,320, or 6%, because of a decrease in the Perris Valley Line project reimbursable federal expenses; 6 37 • Measure A sales tax revenues increased by $14,443,817, or 11%, due to the continued economic recovery in the region; • Transportation Development Act (TDA) sales taxes increased by $6,954,887, or 9%, as a result of an increase in Local Transportation fund revenues due to the continued economic recovery in the region; • Unrestricted investment earnings decreased $2,531,663, or 60%, because of lower interest rates and unrealized losses on investments; and • Other miscellaneous revenues decreased $683,800, or 53% due to prior year revenues related to the sale of commuter rail easements. Year Ended Changes in Net Position Revenues Program revenues: Charges for services Operating grants and contributions Capital grants and contributions General revenues: Measure A sales taxes Transportation Development Act sales taxes Unrestricted investment earnings Other miscellaneous revenue Total revenues Expenses General government Bicycle and pedestrian facilities CETAP Commuter assistance Commuter rail Highways Local streets and roads Motorist assistance Planning and programming Regional arterials Transit and specialized transportation Interest expense Total expenses June 30, 2013 June 30, 2012 $ 933,867 46,567,900 4,897,301 149,428,124 86,999,018 1,664,789 604,181 291, 095,180 $ 145,735 54,641,955 5,228,621 134,984,307 80,044,131 4,196,452 1,287,981 280,529,182 6,959,827 956,308 954,700 2,904,048 23,531,252 59,604,916 44,594,891 3,563,581 3,725,703 17,047,135 55,659,188 15,364,677 7,780,478 1,389,567 4,464,387 3,193,172 21,480,248 72,341,578 40,127,890 3,846,245 3,924,413 5,816,666 51,221,772 15,221,031 234,866,226 230,807,447 Increase in net position 56,228,954 49,721,735 Net position at beginning of year, as restated 683,532,081 633,810,346 Net position at end of year $ 739,761,035 $ 683,532,081 • General government expenses decreased by $820,651, or 11%, primarily as a result of professional fees in the previous year related to substitution or extension of expiring liquidity facilities for the commercial paper program and 2009 variable rate sales tax revenue bonds; • Bicycle and pedestrian facilities expenses decreased by $433,259, or 31%, due to a decrease in claims for approved projects; • CETAP expenses decreased by $3,509,687, or 79%, due to a decrease in consultant efforts related to the Mid County Parkway project; • Commuter assistance expenses decreased by $289,124, or 9%, due to a delay in rideshare software implementation; 7 38 • Commuter rail expenses increased by $2,051,004, or 10%, as a result of the settlement of litigation offset by a delay in the start of construction related activity on the Perris Valley Line extension project; • Highway expenses decreased by $12,736,662, or 18%, due to the near completion of various 1989 Measure A highway projects and delays in preliminary engineering, right of way, and construction activities on various 1989 Measure A and 2009 Measure A Western County projects; • Local streets and roads expenses increased by $4,467,001, or 11%, because of an increase in the overall Measure A sales tax revenues which affect the local street and road distributions to local jurisdictions; • Motorist Assistance expenses decreased by $282,664, or 7%, due to a reduction in call box removals from prior year; • Planning and programming expenses decreased by $198,710, or 5%, due to the decrease in goods movement activities; • Regional arterial expenses increased by $11,230,469, or 193%, as a result of an increase in reimbursements to local jurisdictions for approved regional arterial projects; • Transit and specialized transportation expenses increased by $4,437,416, or 9%, due to an increase in bus transit operating and capital claims in all three geographic areas; and • Interest expenses increased by $143,646 or 1%, as a result of the variable rate interest payments on the outstanding commercial paper notes and 2009 Bonds. The graphs below present the program and general revenues by source for the Commission's governmental activities for the fiscal years ended June 30, 2013 and June 30, 2012: 2013 Other 0% Operating grants and contributions 16% Unrestricted investment earnings 1% Transportation Development Act sales taxes 30% Charges for services 0% Capital grants and contributions 2% Measure A sales taxes 51% 8 39 2012 Other ,Charges for services 0% O% Capital grants and Operating grants and contributions contributions W 2% 19% Unrestricted investment earnings 2% Transportation Development Act sales taxes 29% Measure A sales taxes 48% The following graph depicts program expenses for the Commission's governmental activities for the fiscal year ended June 30, 2013: $80,000,000 - $70,000,000 $60,000,000 $50,000,000 $40,000,000 $30,000,000 $20,000,000 $10,000,000 $- cp ■ 2013 ❑ 2012 Financial Analysis of the Commission's Funds e 6 P�o9t `0 `e es. G2ea (o \\ aid sPe aR R mQ aste°9 ehat\oa eXP easa As of June 30, 2013, the Commission's governmental funds reported combined ending fund balances of $622,186,895, an increase of $46,608,276 compared to 2012. About less than 1%, or $3,469,277, and 1%, or $5,232,871, are nonspendable and unrestricted fund balances, respectively. The nonspendable balances relate to prepaid amounts, and the unrestricted balances are assigned for general government administration activities. The remainder of the fund balance is restricted to indicate the following externally enforceable legal restrictions: • $3,999,930 in TDA funds that have been allocated to jurisdictions within the County for bicycle and pedestrian projects; • $38,610,583 of TUMF funds for new CETAP corridors in Western County; • $13,903,748 for commuter assistance activities such as expansion of park -and -ride facilities and other projects and programs that encourage commuters to use alternative modes of transportation under the 1989 Measure A and the 9 40 2009 Measure A programs; • $88,059,673 in TDA and Measure A funds for commuter rail operations and capital projects including the Perris Valley Line extension which is expected to be completed in 2015; • $11,225,363 in 2009 Measure A funds available to pay debt service over the next year; • $215,642,295 for highway, economic development, and new corridor projects related to the 1989 Measure A and the 2009 Measure A programs; • $3,055 for local streets and roads programs that are returned to the jurisdictions within the County for maintenance of their roads and local arterials under the 2009 Measure A program; • $7,481,825 in state funds for motorist assistance services; • $2,367,162 of TDA funds for planning and programming activities; • $63,560,514 for regional arterial projects in Western County related to the TUMF and 2009 Measure A programs; • $9,605,866 of Measure A funds for transit and specialized transportation in the Western County and $2,088,218 for specialized transportation in the Coachella Valley; and • $156,936,515 in TDA funds available to the commuter rail and bus transit operations and capital in the County. The following table presents the changes in fund balances for the governmental funds for the fiscal years ended June 30, 2013 and 2012: Fund Balances Year Ended June 30 2013 2012 % Change General fund Special Revenue major funds: Measure A Western County Measure A Coachella Valley Transportation Uniform Mitigation Fee Local Transportation Fund Capital Projects major funds: Commercial Paper Sales Tax Bonds $ 12,840,351 $ 13,685,227 294,464,723 27,356,273 67,306,789 105,242,957 240,237,824 17,346,594 73,224,071 92,088,969 36,097,201 31,143,594 4,477,116 5,651,884 Debt Service fund 11,225,363 51,089,948 Nonmajor governmental funds 63,176,122 51,110,508 Key elements for the changes in fund balances are as follows: (6)% 23% 58% (8)% 14% • The 6% decrease in the General fund resulted from reduced operating transfers in from the Local Transportation Fund for commuter rail costs; • The 23% increase in Measure A Western County Special Revenue fund was attributed to the transfer of excess Debt Service fund reserves for commuter rail and highway projects; • The 58% increase in the Measure A Coachella Valley Special Revenue fund was attributed to excess 2009 Measure A revenues over expenditures for highway and regional arterial projects; • The 8% decrease in the Transportation Uniform Mitigation Fee Special Revenue fund was attributable to increased reimbursements to local jurisdictions; • The 14% increase in the Local Transportation Fund resulted from the excess of sales tax revenues over claims of allocations for transit operations and for bicycle and pedestrian facility projects; • The 16% increase in the Commercial Paper Capital Projects fund was attributed to the issuance of commercial paper proceeds for the SR -91 CIP; 10 41 • The 21% decrease in Sales Tax Bonds fund was attributed primarily to reimbursements to the Measure A Western County Special Revenue fund for the SR -91 corridor improvement project costs; • The 78% decrease in the Debt Service fund was due primarily to the release of the excess debt service reserves from the 1989 Measure A program for 1989 Measure A Western County highway and rail project costs offset by the transfer of 2009 Measure A Western County bond financing funds for debt service; and • The 24% increase in nonmajor governmental funds resulted from the excess State Transit Assistance sales tax revenues over claims of allocations for transit operations. General Fund Budgetary Highlights Differences between the original budget and the final amended budget for the General fund resulted in a $702,990 increase in appropriations and were related to the following changes: • $117,000 increase to general government for an organization, classification and compensation study; • $79,000 increase to the commuter rail program for various supplies and materials; • $471,490 increase for various planning and programming activities including allocations to local jurisdictions for grade separation projects; • $25,600 increase to debt service for capital lease payments; and • $9,900 increase to capital outlay for various commuter rail stations. During the year, General fund revenues were below budgetary estimates by $1,032,756 primarily as a result of lower intergovernmental reimbursements. Expenditures were less than budgetary. General fund budgetary variances between the final amended budget and actual amounts are as follows: Year Ended June 30, 2013 General Fund Budgetary Variances Revenues Sales taxes Intergovernmental Investment income (loss) Other Total revenues Expenditures Current General government Commuter rail Planning and programming Transit and specialized transportation Debt service Capital outlay Total expenditures Other financing sources (uses) Transfers in Transfers out Total other financing sources (uses) Final Amended Budget $ 2,700,000 1,380,000 67,900 225,200 Actual % Variance $ 2,700,000 615,871 (6,532) 31,005 4,373,100 $ $ 5,151,400 14,566,600 4,994,090 416,500 25,600 215,600 $ 25,369,790 $ 19,099,700 25% (27)% 1% 0% (55)% (110)% (86)% 3,340,344 (24)% $ 4,399,101 15% 11,222,819 23% 3,099,754 38% 277,625 25,241 1% 75,160 65% 33% $ 20,470,290 $ 14,927,318 (13,000) (12,838) $ 20,457,290 $ 14,914,480 (27)% 11 42 Significant budgetary variances between the final amended budget and actual amounts are as follows: • $764,129 negative variance for intergovernmental revenues primarily related to lower intergovernmental reimbursements related to commuter rail and planning, programming and monitoring expenditures; • $74,432 negative variance for interest revenue related to lower interest rates and unrealized losses on investments; • $194,195 negative variance for other revenues related to anticipated revenues for rail maintenance activities not earned; • $752,299 positive variance for general government expenditures primarily related to professional services and other expenditures such as insurance, training, and travel; • $3,343,781 positive variance for commuter rail expenditures related to Metrolink operations and capital; • $1,894,336 positive variance for planning and programming expenditures related to grade separation project funding; • $138,875 positive variance for transit and specialized transportation expenditures related to personnel costs and legal and professional services; • $359 positive variance for debt service expenditures related to capital lease payments; • $140,440 positive variance for capital outlay expenditures; • $5,542,972 negative variance for transfers in related to the anticipated needs for administrative cost allocations as well as commuter rail and planning and programming activities; and • $162 positive variance for transfers out from commuter rail for station security activities. Capital Assets and Debt Administration Capital Assets As of June 30, 2013, the Commission had $487,461,349, net of accumulated depreciation, invested in a broad range of capital assets including construction in progress; land and land improvements; construction rail operating easements and stations; and office improvements, furniture, equipment, and vehicles. The total increase in the Commission's total capital assets, net for FY 2012/13 was 15%. Major capital asset additions during 2013 included construction in progress related to preliminary engineering costs for the SR - 91 and 1-15 corridor improvement and the Perris Valley Line extension projects, design -build activities for the SR -91 corridor improvement project, and land acquisition for the Perris Valley Line extension and the SR -91 corridor improvement projects. The table below is a comparative summary of the Commission's capital assets, net of accumulated depreciation: June 30, 2013 June 30, 2012 Capital Assets not being depreciated: Land and land improvements $ 215,548,472 $ 186,866,554 Building and equipment held for resale 61,832 Construction easements 16,564 Rail operating easements 39,484,143 39,484,143 Construction and development in progress 169,644,491 132,123,465 Total capital assets not being depreciated 424,755,502 358,474,162 Capital Assets being depreciated, net of accumulated depreciation: Rail stations 62,375,971 65,632,593 Office improvements, furniture, equipment, and vehicles 329,876 474,318 Total capital assets, net of accumulated depreciation 62,705,847 66,106,911 Total capital assets $ 487,461,349 $ 424,581,073 More detailed information about the Commission's capital assets is presented in Note 4 to the financial statements. 12 43 Debt Administration As of June 30, 2013, the Commission had $311,400,000 outstanding in 2009 and 2010 Bonds. The Commission's bonds are rated "AA+" from Standard & Poor's (S&P), "Aa2" from Moody's Investors Service (Moody's), and "AA" from Fitch Ratings (Fitch). In March 2005 the Commission established a $185,000,000 commercial paper program to provide advance funding for 2009 Measure A capital projects; the program was reduced in February 2010 to $120,000,000 as a result of the extension of the letter of credit and reimbursement agreement. The commercial paper notes are rated "A1+" by S&P and "P1" by Moody's. As of June 30, 2013, the Commission had $60,000,000 in commercial paper notes outstanding. The sales tax revenue debt limitation for the Commission under the 2009 Measure A program is $975,000,000 which exceeds the total outstanding debt of $371,400,000. The Commission has also authorized the issuance of toll revenue bonds not to exceed $900,000,000. Additional information on the Commission's long-term debt can be found in Note 6 to the financial statements. Economic Factors and Other Factors During its March 2013 Commission meeting, the Commission adopted guiding principles for use in the preparation of the FY 2013/14 Budget. These principles have been incorporated in goals of the Commission and will continue to be updated annually in response to the ever-changing social, political, and economic environment. The principles are a business planning tool designed to assist the Commission in implementing its strategic goals and objectives and lays the foundation for future financial planning for the annual budget process. The Commission adopted the FY 2013/14 annual budget on June 12, 2013. Over 72% of the $1,033,153,200 balanced budget is related to capital project expenditures, including: $356,960,000 for preliminary engineering, right of way acquisition, construction, and design -build activities related to the SR -91 corridor improvement project consisting of tolled express and general purpose lanes and interchange improvements; $133,624,000 for the Perris Valley Line Metrolink extension project construction and right of way acquisition; $46,230,000 for right of way acquisition and construction related to the 1-215 corridor improvements from Scott Road to Nuevo Road; $45,152,900 for various Western County TUMF regional arterial projects; $11,626,000 for final design, right of way acquisition, and construction related to the SR -91 high occupancy vehicle lanes from Adams Street to the 60/91/215 interchange; $8,732,000 for preliminary engineering, final design, and right of way acquisition for the Mid County Parkway project; $7,935,000 for final design and right of way acquisition on the 91/71 interchange improvements project; and $7,000,000 for preliminary engineering services related to the 1-15 corridor improvements. Distributions to the local jurisdictions for local streets and roads are budgeted at $43,825,900. Budgeted expenditures related to funding of public bus transit operations and capital projects in the County aggregate $122,610,800, and budgeted transfers out related to funding of commuter rail operations and capital are $10,991,100. Debt service costs are $135,712,300, or 13% of the budget. Leading economic indicators show that the local economic outlook is encouraging with the stabilization of sales tax revenues. However, the state and federal budget issues continue to affect funding of the Commission's capital projects and programs. These factors were considered in preparing the Commission's 2014 fiscal year budget, including the sales tax and TUMF fee revenue projections. There are obvious variables in terms of project financing available from federal and state funds. There is continuing uncertainty related to the fiscal condition of the state of California and the impact on transportation as well as the uncertainties regarding long-term federal transportation funding. The Commission continues to study alternative financing alternatives such as tolled express lane facilities and federal financing programs to support the delivery of 2009 Measure A projects. 13 44 Contacting the Commission's Management This financial report is designed to provide a general overview of the Commission's finances for all those with an interest in the government's finances and to show the Commission's accountability for the money it receives. Questions concerning any of the information provided in this report or requests for additional information should be addressed to the Chief Financial Officer, Finance Department at the Riverside County Transportation Commission, 4080 Lemon Street, 3rd Floor, P.O. Box 12008, Riverside, California 92502-2208. 14 45 Basic Financial Statements 47 Riverside County Transportation Commission Statement of Net Position June 30, 2013 Governmental Activities Assets Cash and investments $ 546,240,253 Receivables: Accounts 71,523,001 Advances to other governments 36,300,914 Interest 381,097 Due from other governments 475,398 Prepaid expenses and other assets 3,469,277 Restricted investments held by trustee 16,079,893 Capital assets not being depreciated 424,755,502 Capital assets, net of accumulated depreciation 62,705,847 Total assets 1,161,931,182 Deferred outflows of resources Accumulated increase in fair value of derivatives Total assets and deferred outflows of resources 22,795,319 1,184,726,501 Liabilities Accounts payable 45,802,941 Interest payable 1,208,740 Other liabilities 4,041,493 Derivative instrument -swap 22,795,319 Long-term liabilities: Due within one year 67,533,170 Due in more than one year 303,583,803 Total liabilities 444,965,466 Net position Net investment in capital assets 336,834,025 Restricted for: Bicycle and pedestrian facilities 3,999,930 CETAP 38,610,598 Commuter assistance 13,916,854 Commuter rail 88,682,805 Debt service 11,225,363 Highways 220,237,998 Local streets and roads 375,626 Motorist assistance 7,482,078 Planning and programming 2,367,202 Regional arterials 63,560,530 Transit and specialized transportation 168,630,723 Unrestricted (deficit) (216,162,697) Total net position $ 739,761,035 See notes to financial statements 16 Riverside County Transportation Commission Statement of Activities Year Ended June 30, 2013 Functions/Programs Net (Expense) Revenue Program Revenues and Changes In Net Position Charges for Operating Grants Capital Grants Governmental Expenses Services and Contributions and Contributions Activities Primary Government Governmental Activities: General government $ 6,959,827 $ 14,873 $ $ Bicycle and pedestrian facilities 956,308 - - CETAP 954,700 - 5,947,137 Commuter assistance 2,904,048 1,500 1,326,340 Commuter rail 23,531,252 107,194 677,836 4,649,405 Highways 59,604,916 796,385 28,017,075 247,896 Local streets and roads 44,594,891 - Motorist assistance 3,563,581 13,915 4,097,691 Planning and programming 3,725,703 - 405,158 Regional arterials 17,047,135 5,947,137 Transit and specialized transportation 55,659,188 Interest expense 15,364,677 - 149,526 - Total governmental activities $ 234,866,226 $ 933,867 $ 46,567,900 $ 4,897,301 See notes to financial statements (6,944,954) (956,308) 4,992,437 (1,576,208) (18,096,817) (30,543,560) (44,594,891) 548,025 (3,320,545) (11,099,998) (55,659,188) (15,215,151) (182,467,158) General Revenues: Measure A sales taxes 149,428,124 Transportation Development Act sales taxes 86,999,018 Unrestricted investment earnings 1,664,789 Other miscellaneous revenue 604,181 Total general revenues 238,696,112 Change in net position 56,228,954 Net position at beginning of year 683,532,081 Net position at end of year $ 739,761,035 17 49 Riverside County Transportation Commissior Balance Sheet- Governmental Funds June 30, 2013 Major Funds Special Revenue Capital Pr ojects Transportation Commercial Other Measure A Measure A Uniform Local Paper Sales Nonmajor Westem Coachella Mitigatio n Transportation Capital Tax Debt Governmental General County Valley Fee Fund Projects Bonds Service Funds Total Assets Cash and investments $ 12,757,387 $ 242,700,271 $ 23,849,714 $ 70,854,169 $ 91,906,219 $ 273,328 $ 307,152 $ 43,878,606 $ 59,713,407 $ 546,240,253 Receivables: Accounts 276,191 43,633,461 6,880,907 1,571,888 13,682,754 5,493 - - 5,472,307 71,523,001 Advances - 521,758 - - 31,500,817 4,278,339 - - 36,300,914 Interest 8,588 164,703 16,870 51,561 61,155 2,474 215 31,973 43,558 381,097 Due from other funds 1,495,920 42,152,878 13,671 598,412 476,998 46,312 - 44,784,191 Prepaid expenditures and other assets 194,794 3,274,199 - 31 - - - - 253 3,469,277 Restricted investments held by trustee - - - 10,420,381 1 5,659,511 - 16,079,893 Total assets $ 14,732,880 $ 332,447,270 $ 30,761,162 $ 73,076,061 $ 105,650,128 $ 42,679,491 $ 4,632,019 $ 49,570,090 $ 65,229,525 $ 718,778,626 Liabilities and Fund Balances Liabilities: Accounts payable $ 1,683,468 $ 33,825,330 $ 3,292,542 $ 5,252,056 $ 77,369 $ - $ $ - $ 1,672,176 $ 45,802,941 Due to other funds 905,338 112,347 517,216 329,802 4,193,534 - 38,344,727 381,227 44,784,191 Other liabilities 209,061 3,251,879 - - 2,388,756 154,903 - - 6,004,599 Total liabilities 1,892,529 37,982,547 3,404,889 5,769,272 407,171 6,582,290 154,903 38,344,727 2,053,403 96,591,731 Fund balances Nonspendable-prepaid amounts 194,794 3,274,199 - 31 - - - 253 3,469,277 Restricted for. Bicycle and pedestrian facilities - 3,999,930 - 3,999,930 I CETAP - 38,610,583 - - 38,610,583 0 Comm uter assistance - 13,903,748 - 13,903,748 Commuter rail 5,045,524 83,014,149 - 88,059,673 Debt service - - - - - - 11,225,363 11,225,363 Highways 149,801,481 25,266,497 - 36,097,201 4,477,116 - - 215,642,295 Local streets and roads 941 1,558 - - 556 3,055 Motorist assistance - - 7,481,825 7,481,825 Planning and programming 2,367,162 - - - 2,367,162 Regional arterials - 34,864,339 - 28,696,175 - - 63,560,514 Transit and specialized transportation 9,605,866 2,088,218 101,243,027 - - - 55,693,488 168,630,599 Assigned: General govemment 5,232,871 - - - - - 5,232,871 Total fund balances 12,840,351 294,464,723 27,356,273 67,306,789 105,242,957 36,097,201 4,477,116 11,225,363 63,176,122 622,186,895 Total liabilities and fund balances $ 14 732 880 $ 332 447.270 $ 30 761.162 $ 73 076 061 $ 105 650 128 $ 42 679.491 $ 4 632 019 $ 49,570 090 $ 65,229,525 $ 718,778,626 See notes to financial statements Riverside County Transportation Commission Reconciliation of the Balance Sheet of Governmental Funds to the Statement of Net Position June 30, 2013 Total fund balances - Governmental funds (page 18) $ 622,186,895 Amounts reported for governmental activities in the statement of net position (page 16) are different because: Amounts due from other governments are not an available resource and therefore, is not reported in the funds. 475,398 Deferred oufflows of resources relate to the accumulated decrease in the fair value of derivatives, which is not recorded in the funds. 22,795,319 Capital assets, less related accumulated depreciation, used in governmental activities are not financial resources and therefore are not reported in the funds. 487,461,349 Other long-term assets are not available to pay for current period expenditures and, therefore, are reported as 1,963,106 unavailable revenue in the funds. Interest payable on bonds outstanding is not due and payable in the current period and therefore is not reported in the funds. (1,208,740) Long-term liabilities are not due and payable in the current period and therefore are not reported in the funds. Those liabilities consist of: Derivative instrument -swap (22,795,319) Compensated absences (675,176) Capital lease obligation (6,289) Debt issuance payable (371,400,000) Discount on debt issuances 964,492 Net adjustment (393,912,292) Net position of governmental activities (page 16) $ 739,761,035 See notes to financial statements 19 51 Riverside County Transportation Commission Statement of Revenues. Expenditures and Changes in Fund Balances - Governmental Funds Year Ended June 30 . 2013 Major Funds Special Revenue Capital Projects Transportation Commercial Other MeasureA MeasureA Uniform Local Paper Sales Nonmajor Western Coachella Mitigation Transportation Capital Tax Debt Gov ernmental General County Valley Fee Fund Projects Bonds Service Funds Total Revenues Sales taxes $ 2700,000 $ 110,301213 $ 35,391,192 $ - $ 72,828,788 $ $ $ - $ 15,205,949 $ 236,427,142 Transportation Uniform M itigation Fee - 526,836 11,894,274 - - - - - 12 ,421,110 Intergovernmental 615,871 31,144,393 - 107,001 - - 2,852,391 4,097,691 38,817,347 Investment income (loss) (6,532) (187,245) (11,779) (42,947) (84,244) 1,980,385 177,366 (24,286) (31,009) 1,769,709 Other 31 005 924657 - 132,005 - 438,374 - - 14,501 1,540,542 Total revenues 3,340,344 142,709,854 35,379,413 11,983,332 72,851,545 2,418,759 177,366 2828,105 19,287,132 290,975,850 Expenditures Current General govemment 4,399,101 2,281,086 - 12,000 - 6,692,187 Bicycle and pedestrian facilities - - - 956,308 - - - 956,308 CETAP - - 954,700 - - 954,700 Commuter assistance - 2,868,356 - - - - 2,868,356 Commuter rail 11,222,819 15,895,661 - - - 27,118 ,480 Highways - 110,070,737 8,679,599 - - - - 118,750,336 Local streets and roads 31,172,255 12,386,917 - - - - - 1,035,719 44,594,891 Motorist assistance - - - - - 3,563,581 3,563,581 Planning and programming 3,099,754 - - - 612,842 3,712 ,596 Regional arterials - 1,787 - 17,045,348 - - - 17,047,135 Transit and specialized transportation 277,625 4,555,778 4,503500 - 44,018,818 - - 2,303,467 55,659,188 Total programs 18,999,299 166,845,660 25,578016 18,000,048 45,599,968 6,902,767 281,917,758 Debt service: Principal 24,654 - - 6,800,000 6,824,654 Interest 587 - 48,016 - 15,356,116 15,404,719 Total debt service 25,241 48,016 22,156,116 - 22,229,373 Capital outlay 75,160 145,283 - - 220,443 tat expenditures 19 099 700 166.990 943 25 570 016 18 000 048 45 599 968 48016 22156,116 6.902 767 304 367,574 cess (deficiency) of revenues over (under) expenditures (15,759,356) (24,281,089) 9,809,397 (6,016,716) 27,251,577 2,370,743 177,366 (19,328,011) 12,384,365 (13,391,724) Other financing sources (uses): Debt issuance - - - - 60,000,000 - - 60,000,000 Transfers in 14,927,318 95,856,857 200,282 598,412 - - - 20,475,443 1,007,000 133,065,312 Transfers out (12838) (17.348 869) (498978) (14 097589) (57 417 .136) (1,352,134) (41012.017) (1325 751) (133 065.312) Total other financing sources (uses) 14,914,480 78,507,988 200,282 99,434 (14,097,589) 2,582.864 (1,352,134) (20,536,574) (318,751) 60,000,000 Net change in fund balances (844,876) 54,226,899 10,009,679 (5,917,282) 13,153,988 4,953,607 (1,174,768) (39,864,585) 12,065,614 46,608,276 Fund balances at beginning of year 13,685,227 240,237.824 17,346.594 73,224.071 92,088,969 31,143.594 5,651,884 51,089,948 51,110,508 575,578,619 Fund balances at end of year $ 12,840,351 $ 294,464,723 $ 27,356,273 $ 67,306,789 $ 105,242,957 0 36,097,201 $ 4,477,116 $ 11,225,363 $ 63,176,122 $ 622,186,895 See notes to financial statements Riverside County Transportation Commission Reconciliation of the Statement of Revenues, Expenditures and Changes in Fund Balances of Governmental Funds to the Statement of Activities For the Year Ended June 30, 2013 Net change in fund balances - Total governmental funds (page 20) Amounts reported for governmental activities in the statement of activities (page 17) are different because: Governmental funds report capital outlays as expenditures. However in the statement of activities, the cost of those assets is allocated over their estimated useful lives and reported as depreciation expense. The adjustment combines the net changes of the following amounts: $ 46,608,276 Capital outlay 66,384,740 Depreciation expense (3,504,464) Net adjustments 62,880,276 Revenues in the statement of activities that do not provide current financial resources 119,330 are not reported as revenues in the funds. The issuance of long-term debt (e.g., bonds) provides current financial resources to governmental funds, while the repayment of the principal of long-term debt consumes the current financial resources of governmental funds. Neither transaction, however, has any effect on net position. Also, governmental funds report the effect of premiums, discounts, and similar items when debt is first issued, whereas these amounts are deferred and amortized in the statement of activities. The adjustment combines the net changes of the following amounts: Principal payments for sales tax revenue bonds 6,800,000 Issuance of commercial paper notes (60,000,000) Amortization of bond discount (97,397) Capital lease payments 24,654 Change in accrued interest 40,042 Net adjustments (53,232,701) Some expenses reported in the statement of activities do not require the use of current financial resources and therefore are not reported as expenditures in governmental funds. The adjustment combines the net changes of the compensated absences. (146,227) Change in net position of governmental activities (page 17) $ 56,228,954 See notes to financial statements 21 53 Riverside County Transportation Commission Notes to Financial Statements June 30, 2013 Note 1. Summary of Significant Accounting Policies Reporting entity: The Riverside County Transportation Commission (Commission) was formed in 1976 under Division 12 (commencing with Section 130000) of the California Public Utilities Code. The Commission is a special district governed by a 34 -member board of commissioners (Board) consisting of one representative from each city in the county, all five county supervisors, and a nonvoting state representative. The Commission provides short-range transportation planning and programming for Riverside County (County), which includes the administration of the Local Transportation Fund (LTF) and the State Transit Assistance (STA) programs created under the Transportation Development Act (TDA) by the State of California (State). The LTF is administered by the Commission on behalf of the County. The purpose of this program is to allocate funds for public transportation needs, local streets and roads, bicycle and pedestrian facilities, and multimodal transportation terminals. The STA program allocates funds for public transportation purposes to those geographic areas with special public transportation needs, which cannot be met otherwise. On November 8, 1988, the Commission was empowered by the voters of the County, under Ordinance No. 88-1 (1989 Measure A), to collect a one-half of one percent sales tax for the purpose of improving the transportation system of the County. Measure A was enacted, in part, pursuant to the provisions of Division 25 (commencing with Section 240000) of the California Public Utilities Code and Section 7252.22 of the Revenue and Taxation Code. On November 12, 2002 Riverside County's voters approved a 30 -year renewal of Measure A under Ordinance No. 02-001 (2009 Measure A). The voter action ensured the replacement of the 1989 Measure A program when it expired in 2009 with a new 30 -year program that will continue funding transportation improvements until June 2039. In connection with the 2009 Measure A program, the County and cities in the Western County area implemented a Transportation Uniform Mitigation Fee (TUMF) program to fund a regional arterial system to handle the traffic demands in the Western Riverside County (Western County) area as a result of future development. Under the 2009 Measure A program, the Commission shall receive the first $400 million of TUMF revenues to fund the regional arterial projects and new Community Environmental Transportation Acceptability Process (CETAP) corridors included in the 2009 Measure A Transportation Improvement Plan. Under the Memorandum of Understanding (MOU), the majority of net revenues are allocated in equal amounts to the Commission for regional arterial projects and to Western Riverside Council of Governments (WRCOG) for local arterial projects; a small percentage is allocated for public transit. In September 2008, the Commission approved an amendment to the MOU whereby the $400 million cap was lifted and the Commission will continue to receive its share of TUMF revenues indefinitely. Accounting principles generally accepted in the United States require that the reporting entity include the primary government, organizations for which the primary government is financially accountable, and other organizations for which the nature and significance of their relationship with the primary government are such that exclusion would cause the reporting entity's financial statements to be misleading or incomplete. The basic financial statements include all funds of the Commission including those of the Service Authority for Freeway Emergencies (SAFE), a component unit, for which the Commission is considered financially accountable. SAFE was created under Chapter 14 (commencing with Section 2550) of Division 3 of the California Streets and Highways Code and Sections 2421.5 and 9250.1 of the Vehicle Code. SAFE receives monies from fees levied on registered vehicles to be used to implement and maintain an emergency motorist aid system, as specified, on portions of the California Freeway and Expressway System in the County. The governing body of SAFE is substantially identical to that of the Commission and is responsible for approval of SAFE's budget. SAFE is presented as a special revenue fund. Separate financial statements are not issued for SAFE. There are many other governmental agencies, including the County of Riverside, providing services within the area served by the Commission. These other governmental agencies have independently elected governing boards and consequently are not under the direction of the Commission. Financial information for these agencies is not included in the accompanying financial statements. 22 54 Riverside County Transportation Commission Notes to Financial Statements June 30, 2013 Note 1. Summary of Significant Accounting Policies, Continued Basis of presentation: The Commission's basic financial statements consist of government -wide financial statements, including a statement of net position and a statement of activities, and fund financial statements which provide a more detailed level of financial information. Government -wide statements: The statement of net position and the statement of activities report information on all of the activities of the Commission. The effect of interfund activity has been removed from these statements. These statements report governmental activities, which normally are supported by taxes and intergovernmental revenues. The Commission does not have any business -type activities, which rely to a significant extent on charges and fees for support. The statement of activities demonstrates the degree to which the program expenses of a given function are offset by program revenues. Program expenses include direct expenses, which are clearly identifiable with a specific function, and allocated indirect expenses. Program revenues include 1) charges to customers or applicants who purchase, use, or directly benefit from goods, services, or privileges provided by a given function and 2) grants and contributions that are restricted to meeting the operational or capital requirements of a particular function. Taxes and other internally dedicated resources, which are properly not included among program revenues, are reported instead as general revenues. Fund financial statements: The fund financial statements provide information about the Commission's governmental funds; the Commission has no proprietary or fiduciary funds. The emphasis of fund financial statements is on major governmental funds, each displayed in a separate column. The Commission has categorized the Sales Tax Bonds Capital Projects Fund and Debt Service Fund as major funds for public interest reasons. The Commission believes that these judgmentally determined major funds are particularly important to the financial statement users. All remaining governmental funds are aggregated and reported as nonmajor funds. The Commission reports the following major governmental funds: General Fund: The General Fund is the general operating fund of the Commission and accounts for financial resources not required to be accounted for in another fund. Measure A Western County Special Revenue Fund: This fund accounts for the revenues from sales taxes which are restricted to expenditures for 1989 Measure A and 2009 Measure A Western County programs. Measure A Coachella Valley Special Revenue Fund: This fund accounts for the revenues from sales taxes which are restricted to expenditures for 2009 Measure A Coachella Valley programs. Transportation Uniform Mitigation Fee Special Revenue Fund: This fund accounts for TUMF revenues, which are restricted to expenditures for Western County regional arterial and CETAP projects. Local Transportation Fund: This special revenue fund accounts for the one -quarter percent of the state sales tax collected within the County under TDA for planning and programming, bicycle and pedestrian facilities, and transit operations including the Commission's commuter rail operations. Commercial Paper Capital Projects Fund: This fund records proceeds from the issuance of commercial paper notes and the use of these proceeds for capital projects included in the 2009 Measure A. 23 55 Riverside County Transportation Commission Notes to Financial Statements June 30, 2013 Note 1. Summary of Significant Accounting Policies, Continued Sales Tax Bonds Capital Projects Fund: This fund records proceeds from the issuance of sales tax revenue bonds and the use of these proceeds for capital projects included in the 2009 Measure A. Debt Service Fund: This fund accounts for the resources accumulated and payments made for principal and interest on the sales tax revenue bonds. Measurement focus and basis of accounting: The government -wide financial statements are reported using the economic resources measurement focus and the accrual basis of accounting. Revenues are recorded when earned, and expenses are recorded when a liability is incurred, regardless of the timing of related cash flows. Grants and similar items are recognized as revenue as soon as all eligibility requirements imposed by the provider have been met. Governmental fund financial statements are reported using the current financial resources measurement focus and the modified accrual basis of accounting. Revenues are recognized as soon as they are both measurable and available. Revenues are considered to be available when they are collectible within the current period or soon enough thereafter to pay liabilities of the current period. For this purpose, the Commission considers revenues to be available if they are collected within 180 days of the end of the current fiscal period. Expenditures generally are recorded when a liability is incurred; however, principal and interest expenditures on long-term debt as well as compensated absences and claims and judgments are recorded only when payment is due. Issuance of long-term debt and acquisitions under capital leases are reported as other financing sources. Those revenues susceptible to accrual include sales taxes collected and held by the State at year-end on behalf of the Commission, TUMF, intergovernmental revenues when all applicable eligibility requirements have been met, interest revenue, and vehicle registration user fees. Cash and investments: The Commission maintains cash and investments in accordance with an investment policy adopted initially by the Board on September 13, 1995, and most recently amended June 7, 2012. The investment policy complies with, or is more restrictive than, applicable state statutes. Investments of bond and commercial paper proceeds as permitted by the applicable bond documents are maintained by U.S. Bank as custodial bank, and the earnings for each bond and commercial paper issue are accounted for separately. Cash from other Commission revenue sources is commingled for investment purposes, with investment earnings allocated to the different funds based on average monthly dollar balances in the funds. The Commission's investment policy authorizes investments in U.S. Treasury notes and bonds, federal agency notes, repurchase agreements, corporate bonds, commercial paper, banker's acceptances, money market mutual funds, the Riverside County Pooled Investment Fund (RCPIF), the State of California Local Agency Investment Fund (LAIF), and certificates of deposit. Other investments permitted by the California Government Code (Code) are permitted but only with prior Board authorization; securities that could result in zero interest accrual if held to maturity are ineligible. LAIF is regulated by Code Section 16429 and is under the management of the State Treasurer with oversight provided by the Local Agency Investment Advisory Board. Oversight of the RCPIF is conducted by the County Treasury Oversight Committee. All investments, except for those related to bond reserve funds, are subject to a maximum maturity of five years unless specific direction to exceed the limit is given by the Board. Local Transportation Fund moneys are legally required to be deposited in the RCPIF. The RCPIF and the LAIF are carried at fair value based on the value of each participating dollar as provided by the RCPIF and LAIF, respectively. The fair value of the Commission's position in the RCPIF and LAIF is the same as the value of the pool shares. Investments in U.S. government and agency securities are carried at fair value based on quoted market prices. Money market mutual funds are carried at fair value based on each fund's share price. Bank balances are secured by the pledging of a pool of eligible securities to collateralize the Commission's deposits with the bank in accordance with the Code. 24 56 Riverside County Transportation Commission Notes to Financial Statements June 30, 2013 Note 1. Summary of Significant Accounting Policies, Continued Accounts receivable: Accounts receivable consist primarily of Measure A and LTF sales tax revenues from the State Board of Equalization on all taxable sales within the County of Riverside, California through June 30, 2013. Interfund transactions: During the course of operations, numerous transactions occur between individual funds involving goods provided or services rendered. There are also transfers of revenues from funds authorized to receive the revenue to funds authorized to expend it. Outstanding interfund balances are reported as due from/to other funds; internal financing balances are reported as advances to/from other funds. Prepaid items and other assets: Certain payments to vendors reflect costs applicable to future accounting periods and are recorded as prepaid items using the consumption method in both the government -wide and fund financial statements. Restricted investments held by trustee: Restricted investments held by trustee represent unexpended bond proceeds, interest earnings thereon, and capitalized interest and reserve amounts of sales tax revenue bonds. Under the related bond resolutions and indentures, any remaining bond proceeds are restricted for the use of future construction improvements to the respective projects, for debt service, or for reserve requirements in accordance with applicable debt covenants. Capital assets: Capital assets consisting of land and land improvements; construction in progress; construction and rail easements; buildings and equipment held for resale; rail stations; office improvements; and office furniture, equipment, and vehicles are reported in governmental activities in the government -wide financial statements. Capital assets are defined by the Commission as assets with an initial, individual cost of more than $5,000 and an estimated useful life in excess of three years and are primarily included within the function of current expenditures in the fund financial statements. Such assets are recorded at historical costs or estimated historical costs if purchased or constructed. Donated capital assets are recorded at estimated fair value at the date of donation. Highway construction and certain purchases of right of way property, for which title vests with the California Department of Transportation, are included in highway program expenditures. Infrastructure consisting primarily of highway construction and right of way acquisition is not recorded as a capital asset, because the Commission does not have title to such assets or rights of way. However, costs related to the development of tolled express lanes are recorded as intangible assets within construction in progress. The costs of normal maintenance and repairs that do not add to the value of the asset or materially extend the life of the asset are not capitalized. Rail stations, office improvements, furniture and equipment, and vehicles of the primary government are depreciated using the straight-line method over the following estimated useful lives: Asset Type Useful Life Rail stations 10 to 30 years Office improvements 7 to 10 years Office furniture and equipment 3 to 5 years Vehicles 5 years Compensated absences: Vacation leave in governmental funds that is due and payable at year-end is reported as an expenditure and a liability of the General fund. All earned vacation leave, including the amount that is not currently due, is reported as a long-term liability in the government -wide financial statements, 25 57 Riverside County Transportation Commission Notes to Financial Statements June 30, 2013 Note 1. Summary of Significant Accounting Policies, Continued Sick leave is recorded as an expenditure in the General fund when taken by the employee. Employees with continuous five years of service have the option of being paid for sick leave accumulated in excess of 240 hours at a rate of 50% (i.e., one hour's pay for every two hours in excess of 240). Any sick leave in excess of 240 hours is accrued at fiscal year end, and a liability is reported in the govemment-wide financial statements. Sick leave that is due and payable at year-end is reported as an expenditure and a fund liability of the General fund. Risk management: The Commission is exposed to various risks of loss related to torts; theft of, damage to, or destruction of assets; and errors or omissions. The Commission protects itself against such losses by a balanced program of risk retention, risk transfers, and the purchase of commercial insurance. Loss exposures retained by the Commission are treated as normal expenditures and include any loss contingency not covered by the Commission's purchased insurance policies. Construction projects and rail properties are protected through a combination of commercial insurance, insurance required of Commission consultants, and a self-insurance fund established by the Southern California Regional Rail Authority (SCRRA). Settled claims have not exceeded insurance coverage in any of the past three fiscal years. Deferred outflows of resources: In addition to assets, the statement of financial position reports a separate section for deferred outflows of resources. This separate financial statement element represents a consumption of net position that applies to a future period and will not be recognized as an outflow of resources, or expenditure, until then. The Commission only has one item, accumulated decrease in fair value of derivatives, which qualifies for reporting in this category in the government -wide statement of net position. Because the terms of the derivatives qualify as a hedge, the change in the fair value of derivatives is deferred until termination or maturity of the derivatives. Fund equity: In the fund financial statements, the governmental funds may report fund balances in various categories based on the nature of any limitations requiring the use of the resources for specific purposes: Nonspendable fund balances cannot be spent, because they are in nonspendable form such as prepaid expenditures or are required to be maintained intact. Restricted fund balances are restricted for specific purposes by third parties or enabling legislation. Committed fund balances include amounts that can be used only for specific purposes determined by formal action of the Board. These committed amounts cannot be used for any other purpose unless the Commission removes or changes the specified use through the same type of formal action taken to establish the commitment. Assigned fund balances comprise amounts intended to be used by the Commission for specific purposes but are not restricted or committed. The Board delegates the authority to assign amounts to be used for specific purposes to the Chief Financial Officer. Assignments generally only exist temporarily; an additional action does not have to be taken for the removal of an assignment. Unassigned fund balances are residual positive net resources of the General Fund in excess of what can properly be classified in one of the other four categories. When both restricted and unrestricted resources are available for an incurred expenditure, it is the Commission's policy to spend restricted resources first and then unrestricted resources, as necessary. When unrestricted resources are available for an incurred expenditure, it is the Commission's policy to use committed amounts first, followed by assigned amounts, and then unassigned amounts. The Commission established a policy on reporting and classifying fund balance in the General fund in June 2012. Net position: In the government -wide financial statements, net position represents the difference between assets and deferred outflows of resources and liabilities and is classified into three categories: 26 58 Riverside County Transportation Commission Notes to Financial Statements June 30, 2013 Note 1. Summary of Significant Accounting Policies, Continued Net investment in capital assets consists of capital assets, net of accumulated depredation, reduced by the outstanding balances of any borrowings used for the acquisition, construction, or improvement of those assets and excludes unspent debt proceeds. Restricted —net position represents the net position that is not accessible for general use because its use is subject to restrictions enforceable by third parties and enabling legislation. Unrestricted —(deficit) represents the amount of unrestricted resources that will need to be provided for in future periods. When both restricted and unrestricted resources are available for use, it is the Commission's policy to use restricted —net position resources first and then unrestricted —net position resources, as they are needed. Administration expenditures: The Commission's staff and resources are used in the performance of its responsibilities relating to the activities of the Commission and its component unit. Accordingly, the Commission allocates salaries and benefits to each applicable fund on the basis of actual hours spent by activity, and other indirect overhead is allocated based on a systematic basis. Administrative salaries and benefits of $1,113,011 allocated to Measure A in 2013 were less than 1% of revenues and in compliance with the law, Note 2. Cash and Investments Cash and investments at June 30, 2013 consist of the following: Unrestricted Restricted Cash Investments Total Investments Total Cash in bank $ 4,617,110 $ — $ 4,617,110 $ — $ 4,617,110 Petty cash 1,018 — 1,018 — 1,018 RCPIF — 538,002,816 538,002,816 — 538,002,816 LAIF — 3,619,309 3,619,309 — 3,619,309 Investments with fiscal agents — — — 16,079,893 16,079,893 Total cash and investments $ 4,618,128 $ 541,622,125 $ 546,240,253 $ 16,079,893 $ 562,320,146 As of June 30, 2013, the Commission had the following investments: Investment Maturities Fair Value First American Government Obligations mutual fund 49 days average $ 16,079,892 LAIF 278 days average 3,619,309 RCPIF 514 days average 538,002,816 US Bank Money Market mutual fund 49 days average 1 Total investments $ 557,702,018 Interest rate risk: While the Commission does not have a formal policy related to the interest rate risk of investments, the Commission's investment policy follows the Code as it relates to limits on investment maturities as a means of managing exposure to fair value losses arising from increasing interest rates. 27 59 Riverside County Transportation Commission Notes to Financial Statements June 30, 2013 Note 2. Cash and Investments, Continued Custodial credit risk: Custodial credit risk for deposits is the risk that, in the event of the failure of a depository financial institution, a government will not be able to recover its deposits or will not be able to recover collateral securities that are in the possession of an outside party. The custodial credit risk for investments is the risk that, in the event of the failure of the counterparty (e.g., broker -dealer) to a transaction, a government will not be able to recover the value of its investment or collateral securities that are in the possession of another party. The Commission's investment policy requires that a third party bank trust department hold all securities owned by the Commission. All trades are settled on a delivery versus payment basis through the Commission's safekeeping agent. The Commission has deposits with a bank balance of $2,704,368 with a financial institution; bank balances over $5,000,000 are swept daily into a money market account. Of the bank balance, up to $250,000 is federally insured under the Federal Depository Insurance Corporation with balances in excess of $250,000 collateralized in accordance with the Code; however, the collateralized securities are not held in the name of the Commission. Credit risk: As of June 30, 2013, the Commission's investment in the RCPIF was rated Aaa/bf1 by Moody's Investors Service (Moody's) and AAA/V1 by Fitch Ratings (Fitch). The investments in the US Bank Money Market mutual fund and First American Government Obligations mutual fund were both rated AAA by both Moody's and Standard & Poor's Rating Service (S&P). LAIF is not rated. The Commission's investment policy only requires credit quality ratings for repurchase agreements, U.S. corporate debt, commercial paper, bankers acceptances and certificates of deposit. Concentration of credit risk: The Commission's investment policy places a limit of 10% on the amount of investment holdings with any one non -governmental issuer. As of June 30, 2013, the Commission did not have investments in any one non- governmental issuer that represents more than 5% of the Commission's total investments. Note 3. Advances The Commission has approved interest -bearing advances to other governments, which may be funded by debt proceeds, to the cities of Blythe, Canyon Lake, and Indio and the Coachella Valley Association of Governments (CVAG) in the amounts of $1,500,000, $600,000, $4,000,000, and $43,300,000, respectively. The cities have pledged their share of 2009 Measure A local streets and roads revenues, and CVAG has pledged its share of 2009 Measure A highway and regional road revenue allocations in accordance with repayment terms specified in each agreement for actual advances. Repayment amounts are withheld from revenue allocations on a monthly basis. The final maturities of the cities of Blythe and Indio advances are due on or before September 1, 2019; the final maturity of the city of Canyon Lake advance is due on or before December 2019; and the final maturities of the CVAG advances are due on or before September 1, 2029. Interest rates range from .910% to 7.307%, excluding the portion of cash subsidy payments (as discussed in Note 6) that may be received by CVAG to reduce its repayment obligations. The available advances to CVAG are $10,503,549 as of June 30, 2013. The outstanding advances, including capitalized interest of $1,949,289, as of June 30, 2013 were as follows: City of Blythe $ 1,234,312 City of Canyon Lake 521,758 City of Indio 3,518,735 Coachella Valley Associated Governments 31,026,109 Total loans receivable $ 36,300,914 28 60 Riverside County Transportation Commission Notes to Financial Statements June 30, 2013 Note 4. Capital Assets Capital assets activity for the year ended June 30, 2013 was as follows: Balance July 1, 2012 Governmental activities Capital assets not being depreciated: Land and land improvements $186,866,554 Construction in progress 132,123,465 Rail operating easements 39,484,143 Construction easements Buildings and equipment held for resale Additions/ Transfers $28,681,918 38,215,726 16,564 61,832 Retirements/ Transfers/ Deletions $ — (694,700) Balance June 30, 2013 $ 215,548,472 169,644,491 39,484,143 16,564 61,832 Total capital assets not being depreciated 358,474,162 Capital assets being depreciated: Rail stations Office improvements Office furniture, equipment and vehicles Total capital assets being depreciated Less accumulated depreciation for: Rail stations Office improvements Office furniture, equipment and vehicles Total accumulated depreciation Total capital assets being depreciated, net Governmental activities capital assets, net 98,709,174 72,782 1,526,822 100,308,778 66,976,040 (694,700) 424,755,502 103,400 103,400 — 98,812,574 — 72,782 — 1,526,822 — 100,412,178 (33,076,581) (59,398) (1,065,888) (34,201,867) 66,106,911 $ 424,581,073 (3,360,022) (7,048) (137,394) (3,504,464) (3,401,064) $ 63,574,976 — (36,436,603) — (66,446) — (1,203,282) — (37,706,331) — 62,705,847 $ (694,700) $ 487,461,349 Depreciation expense was charged to functions/programs of the Commission's governmental activities during the year ended June 30, 2013 as follows: General government Commuter rail Commuter assistance Planning and programming Total depreciation expense Note 5. Interfund Transactions $ 89,194 3,366,471 35,692 13,107 $ 3,504,464 Due from/to other funds: The composition of balances related to due from other funds and due to other funds at June 30, 2013 is as follows: Receivable Fund Payable Fund Amount Explanation General fund Nonmajor Governmental funds $ 11,108 Fringe benefits allocation General fund Local Transportation Fund Special Revenue fund General fund Nonmajor Governmental funds 329,802 Allocation for grade separation costs 330,751 Administrative cost allocation 29 61 Riverside County Transportation Commission Notes to Financial Statements June 30, 2013 Note 5. Interfund Transactions, Continued Receivable Fund General fund General fund General fund General fund Measure A Western County Special Revenue fund Measure A Western County Special Revenue fund Measure A Western County Special Revenue fund Measure A Coachella Valley Special Revenue fund Transportation Uniform Mitigation Fee Special Revenue fund Payable Fund Transportation Uniform Mitigation Fee Special Revenue fund Transportation Uniform Mitigation Fee Special Revenue fund Measure A Western County Special Revenue fund Measure A Coachella Valley Special Revenue fund Commercial Paper Capital Projects fund Debt Service fund Debt Service fund Debt Service fund Measure A Western County Special Revenue fund Sales Tax Bonds Capital Projects Debt Service fund fund Commercial Paper Capital Projects fund Commercial Paper Capital Projects fund Commercial Paper Capital Projects fund Debt Service fund Nonmajor Governmental funds Measure A Coachella Valley Special Revenue fund Amount Explanation 498,978 Administrative cost allocation 18,238 Fringe benefits allocation 306,926 Fringe benefits allocation 117 Fringe benefits allocation 4,193,534 Reimbursement for highway capital costs 27,959,344 Allocation of remaining 1989 Measure A debt service reserve for project costs 10,000,000 Reimbursement for excess bond financing funding 13,671 Advance loan payment adjustment 598,412 Reimbursement for regional arterial project costs 46,312 325,400 39,368 112,230 Total due from/to other funds $ 44,784,191 Advance loan payment adjustment Advance loan payment adjustment Advance loan payment adjustment Advance loan payment adjustment 30 62 Riverside County Transportation Commission Notes to Financial Statements June 30, 2013 Note 5. Interfund Transactions, Continued Interfund transfers: During 2013, interfund transfers were as follows: Transfers Out Transfers In Amount Explanation General fund Measure A Western County Special Revenue fund Measure A Western County Special Revenue fund Measure A Western County Special Revenue fund Transportation Uniform Mitigation Fee Special Revenue fund Local Transportation Fund Commercial Paper Capital Projects fund Commercial Paper Capital Projects fund Sales Tax Bonds Capital Projects fund Sales Tax Bonds Capital Projects fund Debt Service fund Debt Service fund Measure A Western County Special Revenue fund Transportation Uniform Mitigation Fee Special Revenue fund Debt Service fund Nonmajor Governmental funds General fund General fund Debt Service fund Measure A Western County Special Revenue fund Measure A Western County Special Revenue fund Debt Service fund Measure A Western County Special Revenue fund Measure A Coachella Valley Special Revenue fund $ 12,838 Allocation for commuter rail costs 598,412 Highway project costs reimbursements 16,738,457 Debt service funding related to highway projects for Western County and to loan agreements for Western County jurisdictions 12,000 Highway project costs reimbursements 498,978 Administrative cost allocation 14,097,589 Allocation for administration, planning and programming, commuter rail operating and station maintenance, and grade separation costs 3,736,958 Debt service related to loan agreements for Coachella Valley and Palo Verde Valley jurisdictions 53,680,178 1,352,106 28 40,811,735 Highway project costs reimbursements Highway project costs reimbursements Interest earnings Allocation of remaining 1989 Measure A debt service reserve for project costs and reimbursement for excess bond financing funding 200,282 Transfer of remaining debt service reserve for project costs 31 63 Riverside County Transportation Commission Notes to Financial Statements June 30, 2013 Note 5. Interfund Transactions, Continued Transfers Out Nonmajor Governmental funds Nonmajor Governmental funds Transfers In General fund Nonmajor Governmental funds Amount 330,751 Explanation Administrative cost allocation 995,000 Call box program augmentation of freeway service patrol operations Total transfers $133,065,312 Note 6. Long-term Obligations and Subsequent Events The following is a summary of the changes in long-term obligations for the year ended June 30, 2013: Bonds payable: 2009 Bonds 2010 Bonds Total bonds payable Less: Bond discounts Total bonds payable, net Commercial paper notes Capital lease Compensated absences Total long-term obligations Balance July 1, 2012 $ 168,200,000 $ 150,000,000 318,200,000 (1,061,889) 317,138,111 30,943 528,949 Additions Reductions 60,000,000 280,792 $ 317,698,003 $ 60,280,792 $ (6,800,000) $ (6,800,000) 97,397 (6,702,603) (24,654) (134,565) $ (6,861,822) Balance June 30, 2013 161,400,000 150,000,000 311,400,000 (964,492) 310,435,508 60,000,000 6,289 675,176 Due Within One Year $ 7,100,000 7,100,000 93,638 7,193,638 60,000,000 6,289 333,243 $ 371,116,973 $ 67,533,170 The Commission has pledged a portion of future sales tax revenues through maturities of the bonds to repay $161,400,000 and $150,000,000 in sales tax revenue bonds payable issued in October 2009 and November 2010 and outstanding at June 30, 2013. The bonds and commercial paper notes are payable solely from the 2009 Measure A sales tax revenues. Annual principal and interest payments on the bonds and notes are expected to require less than 14% of 2009 Measure A revenues. For the current year, interest paid on the bonds and commercial paper notes was $15,356,116 and $48,016, respectively. Cash subsidies of $2,852,391 related to the bonds were received from the United States Treasury during the current year and were recorded as intergovernmental revenues. Toll revenue bonds payable: In July 2010, the Commission authorized the issuance and sale of not to exceed $900 million of toll revenue bonds related to the SR -91 Corridor Improvement Project. No toll revenue bonds were issued as of June 30, 2013. Sales tax revenue bonds payable: Under the provisions of the 2009 Measure A, as amended by Measure K approved by the voters in November 2010, the Commission has the authority to issue bonds subject to a bond debt limitation of $975,000,000. The following is a summary of bonds issued and secured by 2009 Measure A revenues that are outstanding at June 30, 2013: 32 64 Riverside County Transportation Commission Notes to Financial Statements June 30, 2013 Note 6. Long-term Obligations and Subsequent Events, Continued 2009 Sales Tax Revenue Bonds (Limited Tax Bonds), Series A, B, and C: In October 2009, the Commission issued sales tax revenue bonds consisting of the $85,000,000 Series A, $65,000,000 Series B, and $35,000,000 Series C, for a total issuance of $185,000,000 (2009 Bonds). A portion of the 2009 Bonds was used to current refund all, or $126,395,000, of the 2008 Sales Tax Revenue Bonds (2008 Bonds) and retire $53,716,000 of the outstanding commercial paper notes with the remaining proceeds used to fund a portion of the debt service reserve and pay costs of issuance for the 2009 Bonds. The 2009 Bonds mature in annual installments ranging from $4,000,000 to $13,700,000 on various dates through June 1, 2029 with variable interest rates set in connection with remarketing efforts on a weekly basis. The 2009 Bonds are integrated with the interest rate swaps that became effective in October 2009, thereby creating synthetic fixed rate debt. The 2009 Bonds are subject to purchase on the demand of the holder at a price equal to principal plus accrued interest on seven days' notice and delivery to the Commission's applicable remarketing agent. Barclays Capital Inc., E.J. De La Rosa & Co., Inc., and Backstrom McCarley Berry & Co., LLC are the remarketing agents for the 2009 Bonds Series A, B, and C, respectively. The remarketing agent is required to use its best efforts to sell the repurchased bonds at a price equal to 100% of the principal amount by adjusting the interest rate. The 2009 Bonds are secured by Standby Bond Purchase Agreements (SBPAs), as amended in July 2011, with JPMorgan Chase Bank (JPMorgan) which expire in September 2014. Under the SBPAs, if the 2009 Bonds are not successfully remarketed or repaid according to their terms or if the existing SBPAs are not renewed and the Commission does not replace the SBPAs or otherwise refinance the 2009 Bonds, JPMorgan is required to purchase the 2009 Bonds. Any of the 2009 Bonds purchased by JPMorgan constitute bank bonds that bear interest at the bank rate, which may not exceed the maximum rate of 18%. If the Commission does not reimburse JPMorgan within 180 days following JPMorgan's purchase of any 2009 Bonds or the expiration of the SBPAs, the Commission would be required to redeem the bank bonds over a period of five years. The Commission is required to pay to JPMorgan an annual commitment fee for the SBPAs of 0.79% of the outstanding principal amount of the 2009 Bonds plus 34 days of interest at an interest rate of 12%. Additionally the Commission is required to pay the remarketing agents an annual fee of 0,10% of the outstanding principal amount of the bonds. The required reserve amount of $14,213,201 was released in its entirety for project purposes in October 2011 upon the effective date of the amendment of the SBPAs. $ 161,400,000 In accordance with the bond maturity schedule and assuming the bonds are remarketed, annual debt service requirements to maturity for the 2009 Bonds payable, based on the rates of the interest rate swaps and the costs of liquidity and the renewal or replacement of the SBPAs, throughout the term of the bonds are as follows: Year Ending June 30 2014 2015 2016 2017 2018 2019-2023 2024-2028 2029 Principal Interest Total $ 7,100,000 $ 7,400,000 7,800,000 8,100,000 8,500,000 48,500,000 60,300,000 13,700,000 $ 161,400,000 $ 65,487,698 $ 226,887,698 6,905,762 6,604,707 6,304,887 5,960,107 5,616,429 22,353,424 11,102,145 640,237 $ 14,005,762 14,004,707 14,104,887 14,060,107 14,116,429 70,853,424 71,402,145 14,340,237 33 65 Riverside County Transportation Commission Notes to Financial Statements June 30, 2013 Note 6. Long-term Obligations and Subsequent Events, Continued If the SBPAs with JPMorgan are not renewed or replaced upon expiration in September 2014 and the Commission does not otherwise refinance the 2009 Bonds, the annual debt service requirements for the succeeding fiscal years based on an assumed interest of 8.50% are as follows: Year Ending June 30 2015 2016 2017 2018 2019 2020 Principal Interest Total $ 15,430,000 $ 8,476,566 30, 860, 000 10, 747, 524 30,860,000 8,095,677 30,860,000 5,472,577 30,860,000 2,849,477 15,430,000 441,974 $ 154,300,000 $ 36,083,795 $ 190,383,795 $ 23,906,566 41,607,524 38,955,677 36,332,577 33,709,477 15,871,974 Although there can be no assurance, the Commission believes it is highly unlikely that the SBPAs will not be renewed or replaced and that the 2009 Bonds, in that event, would not be refinanced. 2010 Sales Tax Revenue Bonds (Limited Tax Bonds), Series A (Tax-exempt) and Series B (Taxable Build America Bonds): In November 2010, the Commission issued sales tax revenue bonds consisting of the $37,630,000 Series A and $112,370,000 Series B, for a total issuance of $150,000,000 (2010 Bonds). For the Series B Build America Bonds (BABs), $44,800,000 was designated as recovery zone economic development bonds (RZEDBs). A portion of the 2010 Bonds was used to retire $103,284,000 of the outstanding commercial paper notes with the remaining proceeds used to fund 2009 Measure A Western County and Coachella Valley capital projects and pay costs of issuance for the 2010 Bonds. The 2010 Bonds Series A mature in annual installments ranging from $12,105,000 to $12,815,000 on various dates from June 1, 2030 through June 1, 2032 at an interest rate of 5.00%, and the 2010 Bonds Series B mature in annual installments ranging from $530,000 to $17,980,000 on various dates from June 1, 2032 to June 1, 2039 at an interest rate of 6.807%. The Commission expects to receive a cash subsidy from the United States Treasury equal to 35% of the interest payable on the BABs or 45% of the interest payable on the Series B bonds additionally designated as RZEDBs. $ 150,000,000 In accordance with the bond maturity schedule, annual debt service requirements to maturity for the 2010 Bonds payable throughout the term of the bonds are as follows: Year Ending June 30 2014 2015 2016 2017 2018 2019-2023 2024-2028 2029-2033 52,170,000 2034-2038 79,850,000 2039 17,980,000 $ 150,000,000 Principal Interest 9,530,500 9,530,500 9,530,500 9,530,500 9,530,500 47,652,600 47,652,600 43,889,000 22,887,600 1,223,900 210,958,200 Total $ 9,530,500 9,530,500 9,530,500 9,530,500 9,530,500 47,652,600 47,652,600 96,059,000 102,737,600 19,203,900 $ 360,958,200 Subsidy $ (2,982,100) (2,982,100) (2,982,100) (2,982,100) (2,982,100) (14,910,600) (14,910,600) (14,910,600) (9,470,800) (538,200) $ (69,651,300) Total, net $ 6,548,400 6,548,400 6,548,400 6,548,400 6,548,400 32,742,000 32,742,000 81,148,400 93,266,800 18,665,700 $ 291,306,900 34 66 Riverside County Transportation Commission Notes to Financial Statements June 30, 2013 Note 6. Long-term Obligations and Subsequent Events, Continued During 2013 the cash subsidy related to the 2010 Bonds that was received from the United States Treasury was approximately $129,700 less than the amount anticipated. The subsidy reduction resulted from federal sequestration cuts. If sequestration continues, the annual BABs subsidy may be reduced by approximately 5%. Commercial paper notes payable: In February 2005, the Commission authorized the issuance of tax-exempt commercial paper notes in an amount not to exceed $200,000,000 for the primary purpose of financing right of way and mitigation land acquisition and project development costs of capital projects under the 2009 Measure A. During 2013 the Commission issued commercial paper notes aggregating $60,000,000, which were outstanding at June 30, 2013. The source of revenue to repay the commercial paper notes and any subsequent long-term debt refinancing is the 2009 Measure A sales tax. Interest is payable on the respective maturity dates of the commercial paper notes, which is up to 270 days from the date of issuance. The maximum allowable interest rate on the commercial paper notes is 12%. As a requirement for the issuance of the commercial paper notes, the Commission entered into a $190,000,000 irrevocable direct draw letter of credit and reimbursement agreement with Bank of America, N.A. (Bank of America) as credit and liquidity support for the commercial paper notes. In February 2010, the agreement was amended for $121,500,000 and extended through March 2012; the agreement was terminated upon expiration. In April 2012, the Commission entered into two $60,750,000, for an aggregate of $121,500,000, irrevocable direct draw letters of credit and reimbursement agreements with Union Bank, N.A. and The Bank of Tokyo -Mitsubishi UFJ, Ltd., acting through its New York Branch (collectively, the Banks), as credit and liquidity support for the commercial paper notes through October 2014. Funds are drawn under the letters of credit to pay debt service on the commercial paper notes, and the Commission is required to reimburse the Banks for such drawings. Amounts drawn on the letter of credit and not reimbursed within 30 days are not due until five years after the date of such draw. Accordingly, the commercial paper notes are classified as long-term liabilities in the Commission's government -wide financial statements. There were no unreimbursed draws by the Commission on these letters of credit authorization during the year ended June 30, 2013, nor were there any amounts outstanding under these letters of credit agreement at June 30, 2013. The Commission's commercial paper program functions similar to bond anticipation notes for reporting purposes, as the commercial paper notes are issued and retired with long-term debt issuances. Commercial paper notes are classified as long- term debt as long as the Commission's letter of credit facility extends at least one year past its fiscal year end; otherwise, the commercial paper notes are classified as a fund liability. Capital lease obligation: The Commission has entered into a lease agreement for financing the acquisition of office equipment. This lease agreement qualifies as a capital lease for accounting purposes and, therefore, has been recorded at the present value of its future minimum lease payments. The office equipment book value of $3,904 is recorded as a capital asset in the governmental activities. Total future minimum lease obligations and the net present value of these minimum lease payments as of June 30, 2013 are as follows: Year Ending June 30 Total 2014 $ 6,321 Total minimum lease payments 6,321 Less amount representing interest (32) Present value of minimum lease payments $ 6,289 Interest rate swaps: As a means to achieve a greater level of interest rate stability, specifically rising interest rates that would negatively impact cash flows, the Commission entered into two forward -starting interest rate swaps in August 2006 for a total notional amount of $185,000,000 whereby it swapped obligations to pay fixed rates for those that pay a floating rate. The swaps are part of a synthetic fixed rate financing with the Commission's 2009 Bonds. The floating rate receipts under the swaps correspond to the floating rate payments on the 2009 Bonds. The fixed rate payment remains for the Commission as its primary interest obligation. 35 67 Riverside County Transportation Commission Notes to Financial Statements June 30, 2013 Note 6. Long-term Obligations and Subsequent Events, Continued The counterparty for the first swap ($100,000,000 notional amount) is Bank of America, and the counterparty for the second swap ($85,000,000 notional amount) is Deutsche Bank AG (Deutsche Bank). Under the swap agreements which became effective on October 1, 2009, the Commission will pay Bank of America and Deutsche Bank (Counterparties) a fixed rate of 3.679% and 3,206%, respectively, for twenty years, the term of the 2009 Bonds; the Counterparties will pay the Commission a floating rate equal to 67% of the one -month London Interbank Offer Rate (LIBOR). The Commission's interest rate swaps are derivative instruments that hedge identified financial risks. If the derivative instrument is determined to be effective in reducing the identified exposure, hedge accounting provides that changes in the fair value of the hedging instrument —in this instance, the interest rate swap —be reported as either deferred inflows or deferred outflows in a government's statement of net position. To evaluate the effectiveness of the swaps, the Synthetic Instrument Method prescribed by the standard was employed. The resulting analysis indicates the swaps are effective as hedging instruments. The fair value or marked -to -market value of the Bank of America and Deutsche Bank swaps as of June 30, 2013 are ($14,065,309) and ($8,730,010), respectively. This is the amount the Commission would owe as of this date should the swap be terminated. The terms and fair values (liabilities) of the outstanding swaps as of June 30, 2013 are as follows: Associated Notional Effective Fixed Rate Variable Rate Fair Value Swap Debt Issue Counterparty Amount Date to be Paid to be Received (Liability) Termination Date 2009 Bonds Bank of America $ 87,200,000 10/01/2009 3.679% 67% of LIBOR $ (14,065,309) 06/01/2029 2009 Bonds Deutsche Bank 74,200,000 10/01/2009 3.206% 67% of LIBOR (8,730,010) 06/01/2029 $ 161,400,000 $ (22,795,319) The fair value (liabilities) of the outstanding swaps at June 30, 2012 was ($34,412,064), resulting in a decrease in the liabilities of $11,616,745 during the year ended June 30, 2013. The interest rate swaps are, among other things, subject to credit, interest rate, basis, and termination risk. Credit risk: The following table compares the counterparty credit ratings at June 30, 2013 against their threshold amounts and credit ratings for termination: Bank of America Moody's S&P Counterparty Senior Debt Rating A3 A Threshold Amount $10,000,000 $15,000,000 Threshold for Termination Baal BBB+ Deutsche Bank Moody's S&P Counterparty Senior Debt Rating A2 A+ Threshold Amount $15,000,000 $20,000,000 Threshold for Termination Baal BBB+ Under the agreements, a swap termination event may occur if the Counterparties' credit ratings fall to the threshold level and, after 30 days' notice, collateral in the form of U.S. treasury and certain federal agency securities as required by the agreements is not delivered in favor of the Commission. Interest rate risk: The Commission is exposed to interest rate risk on its pay fixed, receive variable interest rate swaps. As LIBOR decreases, the Commission's net payments on the swaps increase. It is expected that this is offset partly by a decrease in payments on the 2009 Bonds. 36 68 Riverside County Transportation Commission Notes to Financial Statements June 30, 2013 Note 6. Long-term Obligations and Subsequent Events, Continued Basis risk: The Commission is exposed to basis risk on the swaps because the variable rate payments received by the Commission are based on an index other than interest rates the Commission pays on hedged variable rate debt. For the year ended June 30, 2013, the Commission's 2009 Bonds, Series A, which are hedged by the Deutsche Bank swap, and 2009 Bonds, Series B and C, which are hedged by the Bank of America swap, had weighted average variable rates of 0.135% and 0.143%, respectively. Over the same period, the weighted average of 67% of one -month LIBOR was 0.142%, an approximate 0.7 basis point gain and 0.1 basis point loss for the Commission related to the Deutsche Bank and Bank of America swaps, respectively. Termination risk: The swaps may be terminated by the Commission or its Counterparties if the other party fails to perform under the terms of the contract or at the Commission's option to terminate the transaction. If, at the time of termination, the swap is in a liability position, the Commission would be obligated to pay the counterparty the liability position. Arbitrage rebate: The Tax Reform Act of 1986 instituted certain arbitrage restrictions with respect to the issuance of tax- exempt bonds and commercial paper notes after August 31, 1986. In general, arbitrage regulations deal with the investment of all tax-exempt bond and commercial paper note proceeds at an interest yield greater than the interest yield paid to bondholders or noteholders. Failure to follow the arbitrage regulations could result in all interest paid to bondholders or noteholders retroactively rendered taxable. In accordance with the arbitrage regulations, if excess earnings were calculated, 90% of the amount calculated would be due to the Internal Revenue Service at the end of each five-year period. The remaining 10% would be recorded as a liability and paid after all bonds had been redeemed. During the current year, the Commission performed calculations of excess investment earnings on all bond and commercial paper financings. There was no arbitrage liability at June 30, 2013. Subsequent events: In July 2013 the Commission completed the financing for the construction of the SR -91 Corridor Improvement Project (SR -91 CIP) in Corona, California. The SR -91 CIP includes tolled express lanes, a direct connector for access to and from the tolled express lanes and 1-15, the addition of a new general purpose lane in each direction, and improvements to local interchanges and streets. The financing included the issuance of sales tax revenue bonds and toll revenue bonds, execution of a federal Transportation Infrastructure Finance and Innovation Act (TIFIA) loan with the U.S. Department of Transportation (USDOT), and contribution of $136,451,515 from the Commission during construction. 2013 Sales Tax Revenue Bonds (Limited Tax Bonds), Series A: The Commission issued sales tax revenue bonds (2013 Sales Tax Bonds) consisting of $286,065,000 serial bonds and $176,135,000 term bonds, for a total issuance of $462,200,000. A portion of the 2013 Sales Tax Bonds was used to retire all, or $60,000,000, of the outstanding commercial paper notes with the remaining proceeds used to pay a portion of the costs of the SR -91 CIP; capitalized interest on the 2013 Sales Tax Bonds through December 1, 2017; and costs of issuance for the 2013 Sales Tax Bonds. The 2013 Sales Tax Bonds serial bonds mature in annual installments ranging from $12,090,000 to $24,450,000 on various dates from June 1, 2018 through June 1, 2033 at interest rates ranging from 5.00% to 5.25%. The 2013 Sales Tax Bonds term bonds are due on June 1, 2039 with annual sinking fund payments ranging from $25,735,000 to $33,235,000 on June 1, 2034 through June 1, 2039 at an interest rate of 5.25%. 37 69 Riverside County Transportation Commission Notes to Financial Statements June 30, 2013 Note 6. Long-term Obligations and Subsequent Events, Continued 2013 Toll Revenue Senior Lien Bonds, Series A (Current Interest Obligations) and Series B (Capital Appreciation Obligations): The Commission issued toll revenue bonds (2013 Toll Bonds) consisting of $123,825,000 Series A current interest obligations and $52,829,602 Series B capital appreciation obligations, for a total issuance of $176,654,602. The proceeds of the 2013 Toll Bonds were used to pay a portion of the costs of the SR -91 CIP; capitalized interest on the 2013 Toll Bonds through December 1, 2017; and costs of issuance for the 2013 Toll Bonds in addition to funding a debt service reserve of $17,665,460. The 2013 Toll Bonds Series A consist of a serial bond maturing on June 1, 2044 in the amount of $39,315,000 at an interest rate of 5.75% and a term bond due on June 1, 2048 in the amount of $84,510,000 with annual sinking fund payments of $42,255,000 on June 1, 2047 and June 1, 2048 at an interest rate of 5.75%. The 2013 Toll Bonds Series B bear interest ranging from 5.30% to 7.15% compounded semiannually and paid only at maturity on June 1 in the years 2022 through 2034 and 2041 through 2043. The total accreted value of the 2013 Toll Bonds Series B including interest payable at maturity is $198,480,000. The 2013 Toll Bonds are secured by a lien on the trust estate, which consists primarily of toll revenues and account revenues less operating and maintenance expenses. Toll Revenue Subordinate Bonds, 2013 TIFIA Series: The Commission entered into a loan agreement with the USDOT for a $421,054,409 TIFIA loan to pay eligible SR -91 CIP costs. The loan is a toll revenue bond (TIFIA Bond) that is subordinate to the 2013 Toll Bonds unless and until the occurrence of a bankruptcy related event. Proceeds of the TIFIA Bond may be drawn upon after certain conditions have been met. Interest on outstanding disbursements is 3.47% and is compounded semiannually. The TIFIA Bond matures on the earlier of June 1, 2051 and the date that is 35 years after the substantial completion date of the SR -91 CIP. Interest payments commence on the fifth anniversary of the substantial completion date or the first interest payment date occurring prior to the fifth anniversary date. Accordingly, semiannual interest payments are anticipated to commence December 1, 2021; principal payments commence annually on June 1, 2030. The Commission is required to fund a $20,000,000 TIFIA debt service reserve no later than July 1, 2019 from sale proceeds of excess land acquired for the SR -91 CIP or 2009 Measure A revenues. Equity Contribution: Pursuant to the 2013 Toll Bonds indenture and TIFIA loan agreement, the Commission will deposit with the trustee $136,451,515 into an equity account for payment of SR -91 CIP costs. Such deposits are due annually in amounts ranging from $29,501,918 to $36,983,199 beginning in fiscal 2014 through 2017. The Commission expects to make such deposits or direct payments from 2009 Measure A revenues and available state revenues. These annual equity contribution payments occur during the period in which interest is capitalized on the 2013 Sales Tax Bonds. In July 2013 the Commission terminated the letter of credit with The Bank of Tokyo -Mitsubishi UFJ, Ltd., acting through its New York Branch. As a result of the termination of this letter of credit, in September 2013 the Commission reduced the commercial paper program authorization to $60,000,000. Note 7. Net Position and Fund Balances Net position: Net investment in capital assets, as reported on the government -wide statement of net position, represents capital assets of $487,461,349. The related debt of $150,627,324 includes the portion of the sales tax revenues bonds that were used for the development of tolled express lane capital assets. Additionally, the government -wide statement of net position reports $619,089,707 of restricted — net position, of which $617,856,566 is restricted by enabling legislation. Fund balances Measure A: Measure A sales tax revenues are allocated to the three defined geographic areas of Riverside County, consisting of Western County, Coachella Valley, and Palo Verde Valley in proportion to the funds generated within those areas. Revenues must then be allocated to the programs of the geographic areas according to percentages as defined by Measure A and are legally restricted for applicable program expenditures. Bond and commercial paper note proceeds are allocated to the geographic areas based on the estimated uses. Accordingly, the related fund balances are classified as follows: 38 70 Riverside County Transportation Commission Notes to Financial Statements June 30, 2013 Note 7. Net Position and Fund Balances, Continued Highways: Funds are to be used for project costs including engineering, right of way acquisitions, and construction of the Western County highways and Coachella Valley highways and regional arterials. Funds for new corridors are to be used for environmental clearance, right of way acquisition, and construction of four new Western County transportation corridorsidentified through CETAP. In order to attract commercial and industrial development and jobs in the Western County, funds are expended to create an infrastructure improvement bank to improve and construct interchanges, provide public transit linkages or stations, and make other improvements to the transportation system. Funds are also provided to support bond financing costs. These program funds are intended to supplement existing federal, state, and local resources. Coachella Valley highway and regional arterial funds are matched by TUMF revenues generated in the Coachella Valley. Accordingly, funds for highways, Coachella Valley regional arterials, new corridors, economic development, and bond financing are reflected as restricted for these specific purposes as stipulated by the 1989 Measure A and 2009 Measure A. Commuter rail: Commuter rail projects anticipate the use of existing rail lines, and 1989 Measure A funds are restricted for costs related to planning, capital improvements, right of way purchase, and/or use rights agreements. Funds for rail operations and to match federal funds for capital are restricted as stipulated by the 2009 Measure A Western County public transit program. Regional arterials: Funds for regional arterials are used to implement the planned Western County regional arterial system, as defined by WRCOG. Local streets and roads: Funds to be expended by local jurisdictions for the construction, repair, and maintenance of local streets and roads are reflected as restricted as stipulated by Measure A. The County and local cities are required to supplement those expenditures with other previously dedicated revenue sources to maintain road improvements. Monies are disbursed to the jurisdictions which comply with the requirements to maintain the same level of funding for streets and roads as existed prior to the passage of Measure A and participate in TUMF (as applicable in the Western County and Coachella Valley areas) and the Multiple Species Habitat Conservation Plan (MSHCP) in Western County and which annually submit a five-year capital improvement plan. Commuter assistance and transit: Funds for public transit are used to promote and subsidize commuter assistance programs such as ridesharing and telecommuting and specialized transportation to guarantee reduced transit fares, expand existing transit services, and implement new transit services for seniors and persons with disabilities. These funds are restricted as stipulated by the 1989 Measure A and 2009 Measure A. Funds for intercity bus services in Western County and bus replacement and more frequent service in the Coachella Valley are restricted as stipulated by the 2009 Measure A. Debt service: Certain bond proceeds that have been used to make required sinking fund payments in the Debt Service fund as required by the bond agreements are classified as restricted. Amounts held by the trustee equal to the maximum annual debt service are recorded in the Debt Service fund as restricted. Transportation Development Act: Restricted fund balance for the Local Transportation Fund represents the apportionments related to transit programs by geographic area, bicycle and pedestrian facilities, and planning and programming services and unapportioned revenues. Restricted fund balance for the State Transit Assistance represents the apportionments for transit by geographic area. The TDA restrictions at June 30, 2013 are as follows: 39 71 Riverside County Transportation Commission Notes to Financial Statements June 30, 2013 Note 7. Net Position and Fund Balances, Continued Local Transportation Fund State Transit Assistance Total Bicycle and pedestrian facilities $ 3,999,930 $ - $ 3,999,930 Transit and specialized transportation Western County: Bus transit: City of Banning $ - $ 611,314 $ 611,314 City of Beaumont - 275,094 275,094 City of Corona - 1,450,171 1,450,171 City of Riverside - 489,750 489,750 Riverside Transit Agency 19,011,858 17,253,410 36,265,268 Apportioned and unallocated 41,180,349 17,443,278 58,623,627 Commuter rail: Commission 2,691,825 350,000 3,041,825 Apportioned and unallocated 17,025,958 8,483,853 25,509,811 Total Western County 79,909,990 46,356,870 126,266,860 Coachella Valley: SunLine Transit Agency 836,298 3,640,438 4,476,736 Apportioned and unallocated 8,497,374 5,462,759 13,960,133 Total Coachella Valley 9,333,672 9,103,197 18,436,869 Palo Verde Valley: Palo Verde Valley Transit Agency 84,784 169,805 254,589 Apportioned and unallocated for transit and local streets and roads 952,953 63,616 1,016,569 Total Palo Verde Valley 1,037,737 233,421 1,271,158 Unapportioned funds 10,961,628 - 10,961,628 Total transit and specialized transportation $105,242,957 $ 55,693,488 $ 160,936,445 Commuter rail: Restricted fund balance in the General fund represents TDA monies to be used for commuter rail operations and capital. Planning and programming: Restricted fund balance in the General fund represents TDA monies to be used for planning and programming services. Transportation Uniform Mitigation Fee: TUMF revenues to be received by the Commission are to be used for new CETAP corridors and the regional arterial system in Western County and are restricted as follows: CETAP: Funds for the development of new transportation corridors are used to provide congestion relief and mobility within the County and between the County and its neighboring Orange and San Bernardino counties. Funds will be matched by revenues of $370 million generated from the 2009 Measure A. 40 72 Riverside County Transportation Commission Notes to Financial Statements June 30, 2013 Note 7. Net Position and Fund Balances, Continued Regional arterials: Funds for regional arterials are used to implement the planned Western County regional arterial system. Funds will be matched by revenues of $300 million generated from the 2009 Measure A. Prepaid amounts: Prepaid amounts are reported as nonspendable fund balance as they are in nonspendable form. Motorist assistance: Funds in the Service Authority for Freeway Emergencies and Freeway Service Patrol Special Revenue funds, which are reported as nonmajor governmental funds, of $6,248,937 and $1,233,141, respectively, to assist motorists on County roads are restricted as stipulated by the State. General government: Funds allocated by Measure A, TUMF, LTF, and motorist assistance programs to the General Fund have been assigned by the Commission for general government administration. Note 8. Commitments and Contingencies Operating lease: The Commission has entered into an operating lease agreement for office facilities. The term of the lease, as amended, is for a period of 15 years expiring on October 25, 2017 and may be extended for one additional five-year term. Rental expenditures for the fiscal year ended June 30, 2013 were $363,154. Real property and project agreements: The Commission has entered into other agreements in the ordinary course of business with companies and other governmental agencies for the acquisition of real property as well as the engineering and construction of certain highway and commuter rail projects. These agreements, which are significant, are funded with available and future revenues and debt proceeds. Under the 2009 Measure A, the Commission is required to provide $153,000,000 of Measure A funding under the Western County MSHCP. Through the current year, the Commission has fulfilled approximately $132,000,000 of the funding requirement. In March 2012, the Commission authorized a $24,000,000 commitment to the Western Riverside County Regional Conservation Authority (RCA) to provide funding for its remaining obligation to the MSHCP for its covered activities. Under the terms of the agreement, the commitment will be paid over the next eight years at $3,000,000 per year through December 2019. However, if, within the first two years of the agreement, the RCA has received a federal loan guarantee related to the MSHCP or its revenues have returned to 2005 levels, the Commission may modify its commitment. In November 2012, the Commission entered into an agreement with the BNSF Railway Company (BNSF) for the acquisition and use of a rail easement in connection with a rail project for an amount of $25,000,000. Under the terms of the agreement, the Commission paid $650,000 during 2013, and $24,350,000 is due at various dates through the earlier of the closing date, which may be extended to March 31, 2015, or 90 days prior to the scheduled commencement of rail service on the rail project. Furthermore, the agreement may be terminated by the Commission if the Commission is not prepared to proceed to closing. Should the closing not occur, BNSF is required to return up to $24,349,999 of payments received through closing, Litigation: Certain claims involving disputed construction costs have arisen in the ordinary course of business. Additionally, the Commission is a defendant in lawsuits. Although the outcome of these matters is not presently determinable, management does not expect that the resolution of these matters will have a material adverse impact on the financial condition of the Commission. 41 73 Riverside County Transportation Commission Notes to Financial Statements June 30, 2013 Note 9. Joint Agreements Joint venture: The Commission is one of five members of the SCRRA, an independent joint powers authority created in June 1992. The SCRRA's board consists of one member from the Ventura County Transportation Commission; two each from the Orange County Transportation Authority (OCTA), the San Bernardino Associated Governments, and the Commission; and four members from the Los Angeles County Metropolitan Transportation Authority. The SCRRA is responsible for implementing and operating a regional commuter rail system (Metrolink) in five southern California counties. As a member of SCRRA, the Commission makes capital and operating contributions for its pro rata share of rail lines servicing the County. The Commission expended $7,661,315 during 2013 for its share of Metrolink operating costs. As of June 30, 2013, cumulative capital contributions were $42,305,908. Other funds for rail service are contributed to the SCRRA by the State from state rail bonds on behalf of the Commission. Separate financial statements are prepared by and available from the SCRRA, which is located at One Gateway Plaza, 12th Floor, Los Angeles, California 90012. Cooperative agreement: In May 2006 the Commission entered into a cooperative agreement, Riverside Orange Corridor Authority, with OCTA and the Transportation Corridor Agencies to jointly exercise the common powers of the parties to manage geotechnical studies regarding the Riverside Orange Corridor. The Commission is the recipient and administering entity of federal and state funds as may be necessary to accomplish this work, and the three agencies will share in meeting the local agency matching requirements. As of June 30, 2013, the Commission was not required to make any contributions. Note 10. Employees' Pension Plans and Subsequent Events Public Employees' Retirement System: The Commission contracts with the State of California Public Employees' Retirement System (PERS) to provide its employees retirement as well as death and retirement disability benefits, which are paid by the PERS under a cost sharing multiple -employer plan. Copies of the PERS' annual financial report may be obtained from its executive office located at 400 P Street, Sacramento, California 95814, or by visiting the PERS website at www.calpers.ca.gov. Through the June 30, 2003 valuation, the PERS plan was an agent multiple -employer retirement plan. Effective July 1, 2003, due to the Commission having less than 100 active members, the Commission's PERS plan was converted from an agent multiple -employer plan (former plan) to a cost sharing multiple -employer plan. The former plan is an aggregation of single employer plans, where separate accounts are maintained for each employer and contributions by the employer benefit only the employees of the employer. Under this plan, separate actuarial valuations are performed for each employer, and the results are attributed to and accounted for by the employer. The cost sharing multiple -employer plan is a pooling arrangement whereby risks, rewards, and benefit costs are shared and not attributed individually to any single employer. Periodic employer pension expense can be significantly different between the plan types. The change to the pooling arrangement was initially effective for the Commission's required contribution rate during the fiscal year ended June 30, 2006. At the time of joining the risk pool under the cost -sharing multiple -employer plan, a side fund (the amount that the Commission would owe PERS if it exited the plan) was created to account for the difference between the funded status of the pool and the funded status of the Commission's plan. As of the June 30, 2011 valuation (most current valuation available), the estimated amount of the side fund liability was $1,554,233. All permanent Commission employees are eligible to participate in PERS. Employees hired prior to January 1, 2013 and attaining the age of 55 with five years of credited California service (service) are eligible for normal retirement and are entitled to a monthly benefit of 2.7% of their final compensation for each year of service. Final compensation is defined as the highest annual salary earned. Retirement may begin at age 50 with a reduced benefit rate. The plan also credits employees for unused sick leave. Employees hired on or after January 1, 2013 who are not "classic" members and attaining the age of 62 with five years of credited service are eligible for normal retirement and are entitled to a monthly benefit of 2% of their three-year final compensation for each year of service. Retirement may begin at age 52 with a reduced benefit rate. Upon separation from the plan prior to retirement, members' accumulated contributions are refundable with interest credited through the date of separation. 42 74 Riverside County Transportation Commission Notes to Financial Statements June 30, 2013 Note 10. Employees' Pension Plans and Subsequent Event, Continued The Commission pays the employee paid member contribution (EPMC) of 8% of regular earnings. New employees hired after November 28, 2002 are responsible for 1% of the 8% required contribution. The Commission is required to contribute the remaining amounts necessary to fund the benefits of its members, using the actuarially determined rate, which was 23.132% for the fiscal year ended June 30, 2013. Three-year trend information for PERS: Fiscal Year Annual Required Percentage of Net Pension Ended June 30 Contribution (ARC) ARC Contributed Obligation 2013 $ 1,054,621 100% $ — 2012 994,806 100% 2011 1,016,336 100% In May 2013, the Commission approved the implementation of employees' cost sharing of EPMC phased in over a three-year period with 3% beginning in July 2013, 6% in July 2014 and 8% in July 2015. The 8% EPMC paid by the Commission will be eliminated in FY 2015/16. 401(a) plan: The Commission offers its employees a 401(a) defined contribution plan referred to as the Money Purchase Plan & Trust (Plan), which covers all permanent full-time employees. Employees are fully vested in the Plan after five years. The Plan, which is administered by the International City/County Management Association (ICMA), requires the Commission to make a contribution of 7.5% of the employees' earnings for the Plan year. Fiduciary responsibility and reporting of the Plan assets rests with ICMA. The Commission has the authority to amend the contribution requirements. Total payroll for covered employees for the current year was $3,822,793. The Commission's contributions to the Plan were $286,421 for the year ended June 30, 2013. Note 11. Other Postemployment Benefits (OPEB) Plan information: Per Resolution of the Board, the Commission provides postretirement health benefits for eligible retirees and their dependents at retirement. For employees hired on or after January 1, 2007, retirees must have a minimum of 10 years of PERS service and no less than five years of Commission service in order to receive postretirement health benefits in accordance with PERS as per Government Code Section 22893. For employees hired prior to January 1, 2007, retirees are not required to meet the eligibility criteria and may receive postretirement health benefits at the monthly health benefit rate paid for active employees, which is currently at $600. The Commission's contributions toward premiums for retiree health insurance are coordinated with Medicare and other benefits provided by federal and state law, when available, to the extent it reduces the cost of insurance premiums. In June 2007 prior to the adoption of GASB Statement No. 45, Accounting and Financial Reporting by Employers for Postemployment Benefits Other Than Pensions, the Commission adopted a resolution for an election of the Commission to prefund postretirement health benefits through the California Employers' Retiree Benefit Trust (CERBT), an agent multiple - employer defined benefit health care plan administered by PERS. The System accepted the Commission's application to participate in the CERBT in September 2007. Copies of the CERBT Prefunding Plan annual financial report may be obtained from its executive office or its website. Plan funding policy: The contribution requirements of plan members are established and may be amended by the Commission. Currently, OPEB contributions are not required from plan members. 43 75 Riverside County Transportation Commission Notes to Financial Statements June 30, 2013 Note 11. Other Postemployment Benefits (OPEB), Continued The Commission has adopted a policy to fund 100% of the future ARC. The ARC represents a level of funding that, if paid on an ongoing basis, is projected to cover the annual normal cost and the amortization of unfunded actuarial accrued liabilities (or funding excess) over a 20 -year period. The Commission is required to contribute the amounts necessary to fund the benefits of its members, using the actuarially determined rate, which was 10.4% for the fiscal year ended June 30, 2013. Annual OPEB cost: For 2013, the Commission's OPEB cost of $409,000 was equal to the ARC. The Commission's annual OPEB cost, the percentage of annual OPEB cost contributed to the plan, and the net OPEB obligation for 2013 and the preceding two years were as follows: Percentage of Fiscal Year OPEB Annual Required OPEB ARC Net OPEB Ended June 30 Contribution (ARC) Contributed Obligation 2013 $ 409,000 100% $ — 2012 397,000 100% 2011 249,000 100% Funded status and funding progress: The funded status of the plan as of June 30, 2013, based on the June 30, 2011 actuarial valuation (most current valuation available), was as follows: Actuarial accrued liability (AAL) $ 3,543,000 Actuarial value of plan assets 2,340,000 Unfunded actuarial accrued liability (UAAL) $ 1,203,000 Funded ratio (actuarial value of plan assetslAAL) 66.0% Covered payroll (active plan members) $ 3,822,793 UAAL as a percentage of covered payroll 31.5% The schedule of funding progress for postretirement health care that immediately follows the notes to the financial statements presents multi -year trend information about whether the actuarial value of plan assets is increasing or decreasing relative to the actuarial accrued liability for benefits over time. Actuarial valuations: Actuarial valuations of an ongoing plan involve estimates of the value of the reported amounts and assumptions about the probability of occurrence of events far into the future. Examples include assumptions about future employment, mortality, and the healthcare cost trend. Amounts determined regarding the funded status of the plan and the ARC of the Commission are subject to continual revision, as actual results are compared with past expectations and new estimates are made about the future. Projections of benefits for financial reporting purposes are based on the substantive plan (the plan as understood by the Commission and plan members) and include the types of benefits provided at the time of each valuation and the historical pattern of sharing of benefit costs between the Commission and plan members to that point. The actuarial methods and assumptions used include techniques that are designed to reduce short-term volatility in the AAL and the actuarial value of assets, consistent with the long-term perspective of the calculations. In the June 30, 2011 actuarial valuation, the entry age normal actuarial cost method was used. The actuarial assumptions included a 6.75% investment rate of return and a 3% inflation rate assumption. The annual healthcare cost trend rate for non - Medicare eligible premiums were 9,5%; Medicare eligible premiums were 10.0%. The trend rate was reduced by decrements to an ultimate rate of 5.0% after ten years. A 3.25% annual rate of increase in future salaries is also assumed in the valuation. The Commission's UAAL will be amortized as a level percentage of projected covered payroll on a closed basis over a 20 -year period. 44 76 Riverside County Transportation Commission Notes to Financial Statements June 30, 2013 Note 12. Measure A Conformance Requirements Measure A requires that the sales taxes collected may only be used for transportation purposes including administration and the construction, capital acquisition, maintenance, and operation of streets, roads, highways including state highways, and public transit systems and for related purposes. These purposes include expenditures for planning, environmental reviews, engineering and design costs, and related right of way acquisition. Note 13. Pronouncements Issued, Not Yet Effective The GASB pronouncements issued prior to June 30, 2013 that have an effective date that may impact future financial presentations include: • GASB Statement No. 66, Technical Correction -2012 —an amendment of GASB Statements No. 10 and No. 62, which is effective for periods beginning after December 15, 2012; and • GASB Statement No. 68, Accounting and Financial Reporting for Pensions, which is effective for periods beginning after June 15, 2014. Management has not currently determined what, if any, impact implementation of these statements may have on the financial statements of the Commission, except that GASB Statement No. 68 will have an effect on the Commission's net position. However, management has not calculated such effect. 45 77 This page intentionally left blank. 46 78 Required Supplementary Information Riverside County Transportation Commission Schedule of Revenues, Expenditures and Changes in Fund Balance Budget and Actual - General Fund Year Ended June 30, 2013 General Revenues Sales taxes Intergovernmental Investment income (loss) Other Total revenues Expenditures Current: General government Commuter rail Planning and programming Transit and specialized transportation Total programs Debt service: Principal Interest Total debt service Capital outlay Total expenditures Excess (deficiency) of revenues over (under) expenditures Other financing sources (uses) Transfers in Transfers out Total other financing sources (uses) Net change in fund balances Fund balances at beginning of year Fund balances at end of year See notes to required supplementary information Original Budget Final Budget Actual Variance with Final Budget Positive (Negative) $ 2,700,000 $ 1,380,000 67,900 225,200 4,373,100 5,034,400 14,487,600 4,522,600 416,500 24,461,100 2,700,000 $ 1,380,000 67,900 225,200 4,373,100 5,151,400 14,566,600 4,994,090 416,500 25,128, 590 18, 999, 299 2,700,000 $ 615,871 (6,532) 31,005 3,340,344 4,399,101 11,222,819 3,099,754 277,625 (764,129) (74,432) (194,195) (1,032,756) 752,299 3,343,781 1,894,336 138,875 6,129,291 346 13 25,000 24,654 600 587 205,700 25,600 25,241 215,600 75,160 359 140,440 24,666,800 25, 369, 790 19, 099, 700 6,270,090 (20,293,700) 19,447,400 19,447,400 $ (846,300) $ (20,996,690) (15,759,356) 20,470,290 (13,000) 20,457, 290 14, 914,480 14,927,318 (12,838) (539,400) (844,876) $ 13,685,227 $ 12,840,351 5,237,334 (5,542,972) 162 (5,542,810) (305,476) 48 80 Riverside County Transportation Commission Schedule of Re venues, Expenditures and Changes In Fund Bala nce Budget and A chim! - Maj or Special R evenue Funds Year Ended Juno 30, 2013 Measure A Western County Measure ACoachella Valley Transportation Uniform Mitigation Fee Local Transportation Fund Vanance with Variance with Variance with Variance with Fi nal Budg et Final Budget Final Budg et Final Budget Original Final Positive Original Final Positive Original Final Positiv e Origi nal Final Positive Budget Budget Actual (Negative) Budget Budget Actual (Negative) Budget Budget Actual (Negative) Budget Budget Actual (Negative) Revenues Sales taxes $ 98,118,000 $ 104,947,000 $ 110,301,213 $ 5,354,213 $ 30,299,000 $ 32.409,000 $ 35,391,192 $ 2,982,192 $ - $ - $ - $ - $ 65,000,000 $ 69,500,000 $ 72,828,788 $ 3,328,788 Transportation Uniform Mitigation Fee 1257,300 1,257,300 526,836 (730,464) - - - 4,000,000 6,300,000 11,894,274 5,594,274 - - - - Intergovernmental 85,001,600 85,001,600 31,144,393 (53,857,207) - - - - - - - - - 107,001 107,001 Investment irwome(loss) 1,392,800 1,392,800 (187,245) (1,580,045) 12,600 12,600 (11,779) (24,379) 78,600 78,600 (42,947) (121,547) 347,800 347,800 (84,244) (432,044) Other 972,800 972,800 924,657 (48,143) - - - - - 132,005 132,005 - - - - Total revenues 186,742,500 193,571,500 142,709,854 (50,861,646) 30,311,600 32,421,600 35,379,413 2,957,813 4,078,600 6,378,600 11,983,332 5,604,732 65,347,800 69,847,800 72,851,545 3,003,745 Expenditures Current: General government 2,734,800 2,735,100 2,281,086 454,014 12,000 12,000 12,000 - Bicyde and pedestrian facilities - - - - - - - - - - 1,404,000 1,404,000 956,308 447,692 CETAP - - - - 2,400,700 3,601,395 954,700 2,646,695 - - - Commuter assistance 4,021,800 4,021,800 2,868,356 1,153,444 - - - Commuter rail 90,879,700 90,482,600 15,895,661 74,586,939 - - - - - - Hghways 171,475,100 174,556,900 110,070,737 64,486,163 20,409,900 16,464,900 8,679,599 7,785,301 - - Local sheets and roads 27,870,000 31,258,000 31,172255 85,745 10,604,000 12,387,000 12,386,917 83 - - - - - - Planning and program ming - - - - - - - - - - - - 457,500 612,900 612,842 58 Regional arterials 2,500,000 2,501,500 1,787 2,499,713 - - - - 40,224,700 42,066,900 17,045,348 25,021,552 Transit and specialized transporta tion 5 155 600 5155 600 4 555 778 599 822 4 503 500 4 503.500 4 503 500 - - - - - 58 631800 58 631 800 44 018 818 14 612 982 Tota l programs 304,637,000 310,711,500 166,845,660 143,865,840 35,517,400 33.355,400 25,570,016 7,785,384 42,625,400 45,668,295 18,000,048 27,668,247 60,505,300 60,660,700 45,599,968 15,060,732 Capitaloutlay 225000 234000 145283 88,717 Total expenditures 304 862.000 310.945 500 166990,943 143 954.557 35 517 400 33,355400 25 570 016 7 785 384 42 625 400 45 668 295 18,000 048 27 668 247 60 505 300 60 660 700 45 599 968 15 060 732 Excess (deficiency) of revenues over(under) expenditures (118,119,500) (117.374,000) (24,281,089) 93,092,911 (5,205,800) (933,800) 9,809,397 10,743,197 (38,546,800) (39,289,695) (6,016,716) 33,272,979 4,842,500 9,187,100 27,251,577 18,064,477 her financing sous (uses) h, Transfers in 130,834,000 130,834,000 95,856,857 (34,977,143) 200,282 200,282 18,221,900 19,221,900 598,412 (18,623,488) - - - - Transfers out (33,941,800) (53,697,800) (17,348,869) 36,348,931 - - - - (18,445,100) (18,445,100) (498,978) 17946122 (18359700) (19382590) (14 097 5285001 Total other fnancingsourats(uses) 96892200 77,136,200 78,507,988 1,371,788 200,282 200,282 (223,200) 776,800 99,434 (677,366) (18,359,700) (19,382,590) (14,097,589) 5285,001 Net change in fund balances $ (21 227 300) $ (40 237 800) 54,226,899 $ 94 464 699 $ (5,205,800) $ 933 .800 10,009,679 $ 10 943 479 $ (38,770,000) $ (38,512,895) (5,917,282) $ 32 595 613 $ (13 517 200) $ (10 195 490) 13,153,988 $ 23 349 478 Fund balances at beginning of year 240237,824 17,346,594 73,224,071 92,088,969 Fund balances at end of year $ 294 464. 723 $ 27 356 273 $ 67,306,789 $ 105,242,957 49 Riverside County Transportation Commission Schedule of Funding Progress for Postretirement Health Care Actuarial Accrued UAAL as a Actuarial Liability Percentage Actuarial Value of (AAL)- Unfunded Funded Covered of Covered Valuation Date Assets Entry Age AAL (UAAL) Ratio Payroll Payroll June 30, 2011 $ 2,340,000 $ 3,543,000 $ 1,203,000 66.0% $ 3,791,900 31.7% January 1, 2009 1,583,000 2,145,000 562,000 73.8% 3,805,596 14.8% June 30, 2007 - 1,794,000 1,794,000 0.0% 2,396,757 74.9% See notes to required supplementary information 50 82 Riverside County Transportation Commission Notes to Required Supplementary Information June 30, 2013 Budgetary Data In February of each year, department heads begin the process of compiling budget data for the upcoming fiscal year. Budget numbers along with supporting documentation are provided to the Chief Financial Officer by March 15. That budget data is compiled and presented to the Executive Director for review and approval and is submitted to the Budget and Implementation Committee at its April meeting. After review by the Budget and Implementation Committee, the proposed budget is scheduled for preliminary review and comment as well as public hearing at the Commission's May meeting. The final budget for the new fiscal year is then adopted by motion of the Board of Commissioners (Board) no later than June 15 of the current year. This appropriated budget covers substantially all Commission expenditures by financial responsibility unit [e.g., General fund and Measure A (for each of the three county areas), Local Transportation Fund, and Transportation Uniform Mitigation Fee special revenue funds] by fund. All appropriated amounts are as originally adopted or as amended by the Commission. Unexpended appropriations lapse at year-end. All budgets are adopted on a basis consistent with generally accepted accounting principles. As adopted by the Board, expenditure activities of the funds with adopted budgets are controlled at the budgetary unit, which is the financial responsibility level, for each function (i.e., administration, programs, intergovernmental distributions, and capital outlay). These functions provide the legal level of budgetary control (i.e., the level at which expenditures cannot legally exceed the appropriated amount). Management has the discretion to transfer the budgeted amounts within the financial responsibility unit according to function. Supplemental budget appropriations were necessary during the year. Funding Progress for Postretirement Health Benefits The schedule of funding progress presents multiyear trend information that shows whether the actuarial value of plan assets is increasing or decreasing over time relative to the actuarial accrued liabilities for benefits. The Commission obtains an actuarial valuation on a biennial basis. The most recent actuarial valuation performed was as of June 30, 2011. 51 83 Other Supplementary Information 85 Riverside County Transportation Commission Nonmajor Governmental Funds Description Special Revenue Funds Measure A Palo Verde Valley: This fund is used to account for the revenues from sales taxes which are restricted to expenditures for Palo Verde Valley programs and activities. Freeway Service Patrol: This fund is used to record the revenues received from state funds for the purpose of implementing a freeway service patrol for motorists. Service Authority for Freeway Emergencies: This fund is used to record the revenues received from Department of Motor Vehicle user registration fees for the purpose of implementing an emergency call box system for motorists. State Transit Assistance: This fund is used to account for revenues from sales taxes on gasoline restricted for transit projects. 53 86 87 Riverside County Transportation Commission Combining Balance Sheet - Nonmajor Governmental Funds June 30, 2013 Special Revenue Assets Cash and investments Receivables: Accounts Interest Prepaid expenditures and other assets Total assets Liabilities and fund balances Liabilities: Accounts payable Due to other funds Total liabilities Fund balances: Nonspendable-prepaid amounts Restricted for: Local streets and roads Motorist assistance Transit and specialized transportation Total fund balances Total liabilities and fund balances Measure A Palo Verde Valley Freeway Service Patrol Service Authority for Freeway Emergencies $ 556 $ 772,456 $ 6,118,798 201,369 882,343 618,494 257 4,751 - 157 96 Total State Nonmajor Transit Governmental Assistance Funds $ 52,821,597 $ 59,713,407 3,770,101 5,472,307 38,550 43,558 253 $ 201,925 $ 1,655,213 $ 6,742,139 $ 56,630,248 $ 65,229,525 $ 162,001 $ 255,773 $ 317,642 $ 936,760 $ 39,368 166,299 175,560 - 201,369 556 422,072 157 1,232,984 493,202 96 6,248,841 936,760 55,693,488 1,672,176 381,227 2,053,403 253 556 7,481,825 55,693,488 556 1,233,141 6,248,937 55,693,488 63,176,122 $ 201,925 $ 1,655,213 $ 6,742,139 $ 56,630,248 $ 65,229,525 54 88 Riverside County Transportation Commission Combining Statement of Revenues, Expenditures, and Changes in Fund Balances Nonmajor Governmental Funds Year Ended June 30, 2013 Special Revenue Revenues Sales taxes Intergovernmental Investment income (loss) Other Total revenues Expenditures Current: Local streets and roads Motorist assistance Transit and specialized transportation Total expenditures Excess (deficiency) of revenues over (under) expenditures Other financing sources (uses): Transfers in Transfers out Total other financing sources (uses) Net change in fund balances Fund balances at beginning of year Fund balances at end of year Measure A Palo Verde Valley $ 1,035,719 $ Freeway Service Patrol 2,020,655 (1,658) 586 Service Authority for Freeway Emergencies 2,077,036 (1,543) 13,915 State Transit Assistance Total Nonmajor Governmental Funds 14,170,230 $ 15,205,949 4,097,691 (27,808) (31,009) 14,501 1,035,719 2,019,583 2,089,408 14,142,422 1,035,719 2,460,051 1,103,530 2,303,467 2,303,467 19,287,132 1,035,719 3,563,581 2,303,467 6,902,767 1,035,719 2,460,051 1,103,530 (440,468) 1,007,000 (161,756) 845,244 985,878 11,838,955 (1,163,995) (1,163,995) 12,384,365 1,007,000 (1,325,751) (318,751) 404,776 (178,117) 11,838,955 12,065,614 556 828,365 6,427,054 43,854,533 51,110,508 $ 556 $ 1,233,141 $ 6,248,937 $ 55,693,488 $ 63,176,122 55 89 Riverside County Transportation Commission Schedule of Re venues, Expenditures and Changes in Fund Balances Budget and Actual-Nonmajor Special Revenue Funds Year Ended June 30, 2013 Revenues Sales taxes Intergovernmental Investment incom e (loss) Other Total revenues Expenditures Current Local streets and roads Motorist assistance Transit and specialized transportation Total programs Excess (deficiency) of revenues over (under) expenditures Other financing sources (uses) Transfers in Transfers out Total other financing sources (uses) LC) QIt change in fund balances Fund balances at beginning of year Fund balances at end of year Measure A Palo Verde Valley Original Final Budget Budget Vanance with Final Budget Positive Actual (Negative) Freeway Service Patrol Original Final Budg et Budget Vanance with Final Budget Positive Actual (Negati ve) Service Authority for Freeway Emergencies Original Final Budget Budget State Transit Assistance Variance with Variance with Final Budget Final Budget Positive Original Final Positive Actual (Negative) Budget Budget Actual (Negative) $ 883,000 $ 944,000 $ 1,035,719 $ 91,719 $ - $ - $ - $ - $ - $ - $ - $ - $ 14,212,500 $ 14,212,500 $ 14,170,230 $ (42,270) 2,185,000 2,185,000 2.020,655 (164,345) 1,879,000 1,879,009 2,077,036 198,036 - - 1,900 1,900 (1,658) (3,558) 21,100 21,100 (1,543) (22,643) 216,200 216,200 (27,808) (244.008) 600 600 586 (14) 15,000 15,000 13 915 (1 085) - - 883,000 944,000 1,035,719 91,719 2,187,500 2,187,500 2,019,583 (167,917) 1,915,100 1,915,100 2,089,408 174,308 14,428,700 14,428,700 14,142,422 (286,278) 883,000 1,036,000 1,035,719 - 3,047,300 3,047,600 2,460,051 587,549 1,800,700 1,800,400 1,103,530 696,870 - - - - - - - - - - - - - 14,105,000 14,105,000 2,303,467 11,801,533 883,000 1,036,000 1,035,719 281 3,047,300 3,047,600 2,460,051 587,549 1,800,700 1,800,400 1,103,530 696,870 14,105,000 14,105,000 2,303,467 11,801,533 (92,000) 92,000 (859,800) (860,100) (440,468) 419,632 114,400 114,700 985,878 871,178 323,700 323,700 11,838,955 11,515,255 281 1,037,000 1,037,000 1,007,000 (30,000) - - - (174,800) (174,800) (161,756) 13,044 (1,146,500) (1,146,500) (1,163,995) (17,495) (250,000) (250,000) 862200 862.200 845.244 (16,956) (1,146.500) (1,146500) (1163.995) (17495) (250,000) (250,000) 250,000 250 000 $ - $ {92.000) - $ 92,000 $ 2.400 $ 2,100 404,776 $ 402.676 $ (1032100) $ (1031800) (178,117) $ 853683 $ 73700 $ 73,700 11,838,955 $ 11,765,255 556 828.365 6,427,054 43,854,533 $ 556 $ 1,233,141 S 6.248,937 $ 55,693,488 56 Riverside C ou nty Transportation Commission Schedule of Revenues, Expenditures and Changes in Fund Balances Budget and Actual —Capital Pr ojects and Debt Service Funds Year Ended June 30, 2013 Capital Projects Funds Commercial Paper Sales Tax Bonds Debt Ser vice Fund Variance with Variance with Variance with Final Budget Final Budget Fi nal Budget Original Final Positive Original Final Positive Original Final P ositive Budget Budget Actual (Negative) Budget Budget Actual (Negative) Budget Budget Actual (Negative) Revenues Intergovernmental $ - $ - $ - $ - $ - $ - $ - $ - $ 2,982,000 $ 2,982,000 $ 2,852,391 $ (129,609) Investment income (Ioss) 119,800 119,800 1,980,385 1,860,585 4,983,800 4,983,800 177,366 (4,806,434) 23 ,400 23,400 (24,286) (47,686) Other - - 438,374 438,374 - - - - - - - Total revenues 119,800 119,800 2,418,759 2,298,959 4,983,800 4,983,800 177,366 (4,806,434) 3,005,400 3,005,400 2,828,105 (177,295) Expenditures Current: Highw ays 3,500,000 3,500,000 3,343200 1,843,200 - 1,843,200 Debt service: Principal 120,000,000 120,000,000 - 120,000,000 6,800,000 6,800,000 6,800,000 - Interest 433,000 433,000 48,016 384,984 - - 16,180,000 16,180,000 15 356 116 823884 Total debt service 120,433,000 120,433,000 48,016 120,384,984 - 22,980,000 22,980,000 22,156,116 823,884 Total expenditures 120.433,000 123,933,000 48,016 123,884,984 3,343,200 1,843,200 (1,843,200) 22,980,000 22,980,000 22,156,116 823,884 Excess (deficiency) of revenues over (under) ��pp expenditures (120,313,200) (123,813,200) 2,370,743 126,183,943 1,640,600 3,140,600 177,366 (2,963,234) (19,974,600) (19,974,600) (19,328,011) 646,589 Other fin ancing sources (uses) Debt issuance 100,000,000 100,000,000 60,000,000 (40,000,000) 1,120,172,000 1,120,172,000 (1,120,172,000) - - - - Transfers in 136,889,600 136,889,600 - (136,889,600) 19,665,800 19,665,800 20,475,443 809,643 Transfers out (132852700) (132,852,700) (57.417.136) 75435,564 (120,292,100) (64,006,100) (1,352,134) 62,653 ,966 (650,000) (38,150,000) (41,012,017) (2,862,017) Total other financing sources (uses) 104,036,900 104,036,900 2,582,864 (101,454,036) 999,879,900 1,056,165,900 (1,352,134) (1,057,518 ,034) 19,015,800 (18,484,200) (20,536,574) (2,052,374) Net change in fund balances $ (16,276,300) $ (19,776,300) 4,953,607 $ 24,729,907 $ 1,001,520,500 $ 1,059,306,500 (1,174,768) $ (1 060 481 268) $ (958 800) $ (38 458 800) (39,864,585) $ (1,405,785) Fund balances at beginning of year 31,143,594 5,651 884 51 089 948 Fund balances at end of year $ 36,097,201 $ 4,477,116 $ 11,225,363 Riverside County Transportation Commission Schedule of Expenditures for Local Streets and Roads by Geographic Area - All Special Revenue Funds Year Ended June 30, 2013 Western County: City of Banning $ 477,885 City of Beaumont - City of Calimesa 134,772 City of Canyon Lake 150,576 City of Corona 3,336,931 City of Eastvale 897,879 City of Hemet 1,447,365 City of Jurupa Valley 1,513,401 City of Lake Elsinore 1,010,370 City of Menifee 1,282,863 City of Moreno Valley 3,191,408 City of Murrieta 1,868,198 City of Norco 542,398 City of Perris 1,215,231 City of Riverside 6,021,435 City of San Jacinto 695,875 City of Temecula 2,471,726 City of Wildomar 495,987 Riverside County 4,417,955 31,172,255 Coachella Valley: City of Cathedral City 1,296,454 City of Coachella 587,920 City of Desert Hot Springs 444,535 City of Indian Wells 235,537 City of Indio 1,541,848 City of Palm Desert 2,521,911 City of Palm Springs 1,886,479 City of Rancho Mirage 828,011 Riverside County 1,632,558 Coachella Valley Association of Governments, including $130,810 due to City of La Quinta 1,411,664 12,386,917 Palo Verde Valley: City of Blythe Riverside County 823,796 211,923 1,035,719 Total local streets and roads expenditures $ 44,594,891 58 92 Riverside County Transportation Commission Schedule of Expenditures for Transit and Specialized Transportation by Geographic Area and Source - All Special Revenue Funds Year Ended June 30, 2013 Sales Taxes Western County: Blindness Support Services, Inc. Boys and Girls Club of Southwest County CASA for Riverside County Care -A -Van Care Connexxus City of Banning City of Beaumont City of Corona City of Norco City of Riverside City of Wildomar Community Connect Friends of the Moreno Valley Senior Citizens Independent Living Partnership Inland Aids Project Operation Safe House Riverside Transit Agency Valley Resource Center Other Coachella Valley: SunLine Transit Agency Other Palo Verde Valley: Palo Verde Valley Transit Agency Measure A Local Transportation Fund State Transit Assistance Total $ 75,636 $ - 219,800 63,180 353,031 174,999 1,086,254 1,238,220 1,556,053 70,393 - 2,549,057 7,761 159,560 - 64,500 - 566,276 79,066 20,000 - 1,833,423 26,629,144 652,949 215,204 4,555,778 33,058,728 4,500,000 10,357,306 3,500 4,503,500 $ $ 75,636 219,800 63,180 353,031 174,999 1,086,254 600,889 1,839,109 1,556, 053 70,393 2,549,057 7,761 159,560 64,500 566,276 79,066 20,000 1,189,551 29,652,118 652,949 215,204 1,790,440 39,404,946 230,674 15,087,980 3,500 230,674 15,091,480 282,353 885,137 282,353 10, 357, 306 602,784 602,784 885,137 Total transit and specialized transportation expenditures $ 9,059,278 $ 44,018,818 $ 2,303,467 $ 55,381,563 59 93 This page intentionally left blank. 60 94 95 Statistical Section This page intentionally left blank. 97 Riverside County Transportation Commission Statistical Section Overview This part of the Riverside County Transportation Commission's comprehensive annual financial report presents detailed information as a context for understanding what the information in the financial statements, note disclosures, and required supplementary information says about the Commission's overall financial health. Financial Trends: These schedules contain trend information to help the reader understand how the government's financial performance and well-being have changed over time. The schedules include: Net Assets By Component Changes in Net Position Fund Balances of Governmental Funds Changes in Fund Balances of Governmental Funds Revenue Capacity: These schedules contain information to help the reader assess the government's most significant local revenue source, the Measure A sales tax. These schedules include: Sources of County of Riverside Taxable Sales by Business Type Direct and Overlapping Sales Tax Rates Principal Taxable Sales Generation by City Measure A Sales Tax Revenues by Program and Geographic Area Measure A Sales Tax by Economic Category Debt Capacity: These schedules present information to help the reader assess the affordability of the government's current levels of outstanding debt and the government's ability to issue additional debt in the future. These schedules include: Pledged Revenue Coverage Ratios of Outstanding Debt by Type Computation of Legal Debt Margin Demographic and Economic Information: These schedules offer demographic and economic indicators to help the reader understand the environment within which the government's financial activities take place. These schedules include: Demographic and Economic Statistics for the County of Riverside Employment Statistics by Industry for the County of Riverside Operating Information: These schedules contain service and infrastructure data to help the reader understand how the information in the government's financial report relates to the services the government provides and the activities it performs. These schedules include: Full-time Equivalent Employees by Function/Program Operating Indicators Capital Asset Statistics by Program 61 98 This page intentionally left blank. 62 99 Riverside County Transportation Commission Net Position by Component Last Ten Fiscal Years (Accrual Basis) Fiscal Year 2013 2012 2011 2010 2009 2008 2007 2006 2005 2004 Governm ental activities: Net Investment in capital assets $ 336,834,025 $ 327,277,502 $ 341,912,094 5 $ 294,218,263 5 $ 266,647,382 ' $ 207,478,034 3 $ 147,874,291 Restricted 619,089,707 572,183,941 587,098,179 549,781,414 505,474,075 521,711,172 531,154,177 Unres tricted (216,162,697) (215,929,362) (293,146,251) (229,888,408) (205,658,986) (149,004,964) (118,675,049) Total governmental activities net position $ 739,761,035 $ 683,532081 $ 635,864,022 $ 614 111 .269 $ 566 462,471 $ 580 184 242 $ 560,353 419 Source: Finance Department F-� O O 137,129,082 $ 133,225,528 2 $ 104,716,712 442,129,220 325,504,623 232,719,198 (102,074,881) (124,274,292) (121,829,477) 1 477 183 421 $ 334455 859 $ 215.606 433 Beginning net position in 2003 was restated as a result of corrections to capital assets and revenue recognition, resulting in a net decrease of $20,492,947. Additionally, certain components of beginning net position were reclassified to conform to the presentation in the 2003 financial statements. Prior year amounts in this presentation have not been revised to reflect these changes. 2 The Local Transporta tion Fund, previously reported as a fiduciary fund, was reclassified as a special revenue fund in the 2004 financial statements, resulting in an increase to beginning net position of $34,295,645. Additionally, certain components of beginning net position were reclassified to conform to the presentation in the 2004 financial statements. Prior year amounts in this presentation have not been revised to reflect these changes. 3 The beginning balance of net investment in capital assets was restated due to a correction in the accounting for certain rail capital assets in the 2005 financial statements, resulting in an increase of 619,283,259. Prior year amounts in this presentation have not been revised to reflect Net investment in capital assets increased in 2008 primarily as a result of right of way purchases related to the Mid County Park way project 5 Net investment in capital assets increased in 2009 primarily as a result of right of way purchases related to the Mid County Parkway project the planning and development of toll projects, and the construction of a multirnodal transit facility and a commuter rail station parking structure. 5 Net investment in capital assets increased in 2010 primarily as a result of the planning and development of toll projects and the completion of construction of the Perris Transit Center and North Main Corona station parking structure. Net investment in capital assets increased in 2011 primarily as a result of the planning and development of toll projects and right of way acquisiton for the SR -91 corridor improvement and Penis Valley Line extension projects. Net Position by Component $1,200,000,000 $1,000,000,000 5900,000,000 $900,000,000 $400. 1200,000 0200,000,000 0- 8200.000,000) 5(400,000,000) 2013 2012 2011 2010 2009 2009 2001 2009 2000 2004 o▪ rb e NM Xrv.NnM n par. - 63 Riverside County Transportation Commission Changes in Net Position Last Ten Fiscal Years (Accrual Basis) Fiscal Year Ended June 30 2013 2012 4 2011 2010 2009 2008 2007 2006 2005 2004 Expenses Governmental activities: General govemment $ 6,959,827 $ 7,780,478 $ 8,453,876 $ 7,024,517 $ 5,525,963 $ 5,299,048 5 5,592,637 $ 4,848,292 $ 4,115,907 $ 3.909,942 Bicycle and pedestrian projects 956,308 1,389,567 1,940,499 317,048 2,747,151 1,436,710 760,840 848,959 1,021,637 927,138 CETAP 954,700 4,464,387 5,490,993 2,362,393 4,832,008 8,017,024 5,433,499 3,549,683 4,147,758 608,882 Commuter assistance 2,904,048 3,193,172 2,868,630 3,266,834 5,199,032 3,464,834 3,122,306 2,888,451 2,599,448 2,959,732 Commuter rail 23,531,252 21,480,248 27,792,375 20,544,634 16,038,028 14,832,473 12,458,895 11,350,220 8,907,828 8,702,803 Highways 59,604,916 72,341,578 40,113,092 24,828,958 143,532,009 59,988,334 42,436,979 36,226,705 35,362,793 35,456,330 Local streets and roads 44,594,891 40,127,890 36,856,925 34,258,313 45,661,155 54,520,115 60,099,526 60,389,876 53,333,169 46,208,968 Motorist assistance 3,563,581 3,846,245 3,530,695 2,987,136 2,623,184 3,983,252 2,408,612 2,280,646 2,191,061 1,978,380 Planning and programm ing 3,725,703 3,924,413 4,683,272 5,321,121 10,126,142 7,931,869 6,561,185 5,976,647 4,328,038 4,287,696 Right of way management 3 1,270,487 1,428,066 1,399,316 551,960 631,996 622,498 580,224 338,353 Regional arterials 17,047,135 5,816,666 29,362,894 26,371,339 20,948,530 31,131,731 30,756,287 17,164,803 17,621,505 13,996,300 Transit and specialized transportation 55,659,188 51,221,772 4.4,699 ,650 43,820,225 77,417,741 83,927,945 75,567,829 62,527,276 55,905,814 53,411,921 Interes t expense 15,364,677 15,221,031 11,799,586 7,099,038 9,515,282 6,281,232 6,881,128 7,832,733 8,348,928 11,736,129 Total governmental activities expenses 234,866,226 230,807,447 218,862,974 179,629,622 345,565,541 281,366,527 252,711,719 216,506,789 198,464,110 184,522,574 Program Revenues Govemmental activities: Charges for services Commuter assistance 1,500 - - - 573,864 Commuter rail 107,194 145,735 2,525,314 352,826 463 382 2,564 146,349 O Right of way management - - 184,010 196,527 421,738 507,298 497,656 445,313 547,075 395,305 ~' Highw ays 796,385 - 50 Motorist assistance 13,915 - 19,778 Planning and programm ing - - - Other 14,873 27,681 46 2,331 2,367 26,273 24,972 55,255 Operating grants and contributions 46,567,900 54,641,955 39,886,648 23,130,456 90,280,426 28,391,787 47,313,916 90,389,018 72,202,430 61,412,882 2 Capital grants and contributions 4.897 301 5 228 621 9,199,268 12,257,099 25,321,886 9,742,280 620,292 997,362 877,665 1,183,922 Total governmental activities program revenues 52,399,068 60,016,311 49,297,607 35,584,082 118.569,188 38,996,522 48,434,694 91,858,398 73,654,706 63,767,577 Net Revenues (Expenses) Governmental activities (182,467,158) (170,791,136) (169,565,367) (144,045,540) (226,996,353) (242,370,005) (204,277,025) (124,648,391) (124,809,404) (120,754,997) 2 2 General Revenues Governmental activities: Measure A sales taxes 149,428,124 134,984,307 123,439,833 114,526,254 119,688,289 142,537,548 154,539,723 157,236,314 138,921,247 120,564,890 Transportation Development Act sales taxes 86,999,018 80,044,131 60,772,795 69,499,841 77,920,485 93,042,150 104,160,163 90,927,244 77,818,565 69,133,102 ' Unrestricted investment eamings 1,664,789 4,196,452 4,411,122 5,987,921 14,211,197 25,055,456 23,897,399 11,639,575 5,146,325 3,115,232 Other m iscellaneous revenue 604,181 1,287,981 2,694,370 1,680,322 1,454,611 1,565,674 1,571,716 1,698,024 2,366,380 536,002 Gain on sale of capital assets - - - - - - 3,278,022 5,874,796 123,054 - Total govemmental activities general revenues 238,696,112 220,512,871 191,318,120 191,694,338 213,274,582 262,200,828 287,447,023 267,375,953 224,375,571 193,349,226 Changes in Net Position Governmental activities $ 56,228,954 $ 49,721,735 $ 21,752,753 $ 47,648;798 $ (13,721,771) S 19,830,823 6 83,169,998 S 142,727,562 $ 99,566,167 S 72,594,229 Source: Finance Department ' The Local Transportation Fund, previously reported as a fiduciary fund, was reclassified as a special revenue fund in the 2004 financial statements, resulting in an increase in sales tax revenues as well as bicycle and pedestrian facilities and transit and specialized transportation expenditures. Prior year amounts in this presentation have not been revised to reflect these changes. 2 The Transportation Uniform Mitigation Fee program was implemented in fiscal year 2004, resulting in a new revenue source for expenditures related to the CETAP and regional arterials programs. 3 Right of way expenditures w ere classified as highways or commuter rail expenditures beginning in 2012. 4 in FY 2012 the Commission implemented GASB Statement No. 65, Items Previously Reported as Assets and Liabilities. Prior year amoura in this presentation have not been revised to reflect this change. Riverside County Transportation Commission Changes in Net Position (Continued) Last Ten Fiscal Years (Accrual Basis) Expenses by Function 400, 000, 000 350,000,000 300,000,000 250,000,000 200,000,000 150,000,000 100,000,000 50,000,000 2013 2012 2011 2010 2009 2008 2007 2006 2005 2004 Revenues by Source 400, 000, 000 350,000,000 300,000,000 250,000,000 200,000,000 150,000,000 100, 000, 000 50,000,000 2013 2012 2011 2010 2009 2008 2007 2006 2005 2004 ■ Interest expense • Transit and specialized transportation ['Regional arterials • Right of way management • Planning and programming °Motorist assistance ■ Local streets and roads • Highways ■ Commuter rail ['Commuter assistance DCETAP IN Bicycle and pedestrian facilities ■ General govemment •Gain on sale of capital assets ['Other miscellaneous revenue • Unrestricted investment earnings ■ Vehicle registration fees la Transportation Development Act sales taxes O Measure A sales taxes o Capital grants and contributions • Operating grants and contributions • Charges for services Riverside County Transportation Commission Fund Balances of Governmental Funds Last Ten Fiscal Years (Modified Accrual Basis) Fiscal Year 2013 2012 2011 2010 2009 2008 2007 2006 2005 2004 GENERAL FUND General fund: Nonspendable $ 194,794 $ 157,957 $ 143,397 $ 253,819 Restricted 7,412,686 8,114,440 7,110,013 7,266,584 2 Committed - - - 1,606,976 2 Assigned 5,232,871 5,412.830 6,270.944 4,134 .059 2 Total general fund $ 12,840,351 $ 13,685,227 a 13,524.354 $ 13,251 .438 General fund: Reserved $ 6,756,708 $ 6,886,986 S 7,070,115 $ 7,215,579 $ 6,304,837 $ 5,821,023 Unres erved 3 348 711 3.238 251 2 877 923 2 014 480 2.215 643 1 531 151 Total general fund $ 10 105 419 $ 10 125 237 $ 9,948,038 $ 9.230,059 S 8,520,480 9 7,352,174 ALL OTHER GOVERNMENTAL FUNDS All other govemmental funds: Nonspendable $ 3,274,483 $ 1,481,019 $ 5,389,775 $ 2,554,136 Restricted 606.072,061 560,412,373 570 .450,515 535,752,354 2 Total all other govemmental funds $ 609,346,544 $ 561,893.392 $ 575,840,290 S 538,306,490 I-� O All other govemmental funds: CZJ Reserved $ 487,425,652 $ 520,874,648 $ 533,276,158 $ 438,453,362 $ 323,219,025 $ 233,973,154 Unreserved, reported in: Special revenue funds 8,289,036 7,297,744 6,936,417 5,745,792 4,895,792 4,049,038 Capital projects funds Total all other govemmental funds Source: Finance Department (49,576,636) (7,253,535) $ 446,138,052 $ 520,918,857 $ 540 .212,575 $ 444,199,154 $ 328,114,817 $ 238,022,192 The Local Transportation Fund, previously reported as a fiduciary fund, was reclassified as a special revenue fund in the 2004 financial statements, resulting in an increase to beginning fund balance of S34,295,645 . 2 In FY 2010 the Commission implemented GASB Statement No. 54, Fund Balance Reporting and Governmental Fund Type Definitions. Prior year am ounts in this presentation have not been revised to reflect this change. 66 Riverside County Transportation Commission Changes in Fund Balances of Govemmental Funds Last Ten Fiscal Years (Modified Accrual Basis) Fiscal Year 2013 2012 2011 2010 2009 2008 2007 2006 2005 2004 Revenues Sales taxes $ 236,427,142 $ 215,028,438 9 184,212,628 $ 184,028,095 $ 197,608,774 $ 235,579,698 $ 258,699,886 S 248,163,558 $ 216,739,812 $ 189,697,992 Transportation Uniform Mitigation Fee 12,421,110 8,116,420 9,157,863 8,618,231 10,957,420 14,556,029 40,757,248 85,228,383 46,325,334 35,615,226 Intergovernm ental 38,817,347 51,516,775 40,012,488 26,789,324 105,512,656 22,249,107 5,498,660 4.365,183 25,241,083 23,276,534 Investment inco me (loss) 1,769,709 4,308,395 4,524,219 5,663,178 13,587,938 23,744,305 23,897,399 11,639,575 5,146,325 3,115,232 Vehicle registrationuse r fees - - - 1,677,374 1,684,088 1,681,130 1,629,087 1,541,216 1,435,098 Other 1,540,542 1,430,195 2,878,380 1,853,641 1,876,349 2,072,972 2,175,372 2,14 .3,330 3,118,002 3,976721 Total revenues 290,975,850 280,400,223 240,785,578 226,930,469 331,200,511 299,886,199 332,709,695 353,169,116 298,111,772 257,116,803 Expenditures Current General Government 6,692,187 7,586,2(7 8,340,263 6,920,479 5,388,877 5,290,616 5,545,466 4,674,157 3,827,427 3,663,957 Programs: Bicycle and pedestrian facilities 956,308 1,389,567 1,940,499 317,048 2,747,151 1,438,710 760,840 848,959 1,021,637 927,138 CETAP 954,700 4,484,387 5,490,993 2,362,393 35,809,396 21,098,240 5,433,499 3,549,683 8,600,659 608,882 Comm uter assistance 2,868,356 3,157,480 2816,392 3,228,709 5,155,283 3,377,881 3,097,534 2,883,352 2,583,679 2,943,963 Commuter rail 27,118,480 39,870,670 35,482,511 33,733,888 40,704,106 21,470,133 14,044,435 10,570,931 7,580,484 13,018,707 Highways 118,750,336 111,049,502 75,011,698 45,698,211 165,100,551 65,697,249 48,359,404 37,073,826 36,340,818 33,133,748 Local streets and roads 44,594,891 40,127,890 36,856,925 34,258,313 45,661,155 54,520,115 60,099,526 60,389,876 53,333,169 46,208,968 Motorist assistance 3,563,581 3,846,245 3,530,695 2,987,136 2,623,184 3,983,252 2,408,612 2,280,646 2191,061 1,978,380 Planning and programm ing 3,712,596 3,913,520 4,674,397 5,312,246 9,193,944 6,939,409 5,586,992 4,884,556 3,621,810 3,537,513 Right of way management - - a 1,270,487 1,428,066 1,399,316 551,960 631,996 622,498 580,224 338,353 Regional arterials 17,047,135 5,818,686 29,382,894 26,371,339 20,948,530 59,841,509 30,756,287 19,462,949 22 ,174,406 8,896,300 Transit and specialized transportation 55,659,188 51,221,772 44,699,650 43,820,225 77,417,741 83,927,945 75,567,829 62,527,276 55,905,814 53,411,921 Debt service: Pnncipal 6,824,654 46,523,931 109,607,230 57,738,548 33,646,475 141,870,000 30,225,589 28,669,418 27,228,073 26,316,788 Interest 15,404,719 15,008,695 11,296,268 5,240,307 12,026,942 6,657,589 6,584,973 7,879,019 8,400,410 9,191,799 Cost of Issuance 1,493,196 675,464 - 1,261,668 - 238,058 2,580,124 - Intergoverm entaldis9ibutions - - 975,833 992,460 974,193 1,092,091 706,228 750,183 Capital outlay 220,443 209,716 147,297 124,080 1,055,997 335,023 161,268 290,461 179,818 8,000 Total expenditures 304 367 574 334 186 248 372021.395 270 .216.452 459,834.261 479251 739 290219443 247,735,758 236,855,841 204,932,600 Other financing sources (uses): Sales of capital assets - 4,240,148 11,380,556 Capital leas e 117,127 - Debt issuance 60,000,000 40,000,000 170,000,000 268,284,000 53,716,000 160,249,021 50,000,000 30,005,000 Discount on debt issuance (967,487) (278,685) Paym ent to refunded bond escrow agent - (129,394,875) - Transfers in 133,065,312 123,977,167 185,354,839 104,833,227 33,466,298 164,063,070 34,745,015 34,517,083 37,050,167 41,523,149 Transfers ou t (133,065,312) (123,977,167) (185,354,839) (104,833,227) (33,466,298) (164,063,070) (34,745,015) (34,517,083) (37,050,167) (41,523,149) Total other financing sources (uses) 60000,000 40 000 000 169032.533 138. 810 440 53,833,127 160,249,021 54,240,148 11,360,556 30,005,000 Net change in fund balances $ 46,608,276 $ (13,786,025) $ 37,796,716 $ 95,324,457 S (74,800,623) $ ,19.116,519; 5 96,731,400 5 116,793,916 $ 91,260,931 $ 52,184 ,203 Debt service as a percentage of noncapital expenditures Source: Finance Department 9. 3% 22. 5% 32. 5% 5 23.3% ` 9.9% 31.0% ' 12.7% 14 .7% 15.0% 17.3% ' The Local Transportation Fund, previously reported as a fiduciary fund, w as reclassified as a special revenue fund in the 2004 financial statem ents, resulting in an increase in sales tax revenues as well as bicycle and pedestrian facilities and transit and specialized transportation. The Transportation Uniform Mitigation Fee program was implem ented in fiscal 2004, resulting in a new revenue sourc e for expenditures related to the CETAP and regional arterials programs. Debt service as a percentage of noncapital expenditures in 2008 increased significantly as a result of the refinancing of $110,005,000 of commercial paper, which is included in principal payments. Debt service as a percentage of noncapital expenditures in 2010 increased significantly as a result of the retirement of $53,716,000 of commercial paper, which is included in principal payments. 5 Debt service as a percentage of noncapita l expenditures in 2011 increased significantly as a result of the retirement of $103,284,000 of commercial paper, which is included in principal payments. 6 Right of way management expenditures were classified as highways or commuter rail expenditures beginning in 2012. 67 Riverside County Transportation Commission Sources of County of Riverside Taxable Sales by Business Type Last Ten Calendar Years (In Thousands) 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002 Apparel stores $ 1,505,821 $ 1,391,174 $ 1,293,271 $ 1,121,543 $ 1,171,013 $ 1,080,385 $ 990,129 $ 867,276 $ 746,015 $ 610,388 General merchandise stores 3,051,709 2,947,905 2,855,733 3,389,936 3,593,134 3,553,554 3,304,474 3,026,335 2,671,971 2,459,046 Food stores 1,304,731 1,267,758 1,251,220 1,254,366 1,352,609 1,309,782 1,197,438 1,079,972 1,028,392 967,171 Eating & drinking 2,473,339 2,317,486 2,266,853 2,340,554 2,388,039 2,316,422 2,157,801 2,007,338 1,775,146 1,617,674 Household 914,888 412,325 858,098 816,379 843,945 948,217 964,629 862,551 691,051 594,049 Building materials 1,303,073 1,232,145 1,237,518 1,435,337 1,961,911 2,390,236 2,424,898 2,596,661 1,678,347 1,427,831 Automotive 6,311,272 5,306,408 4,749,994 6,126,512 7,137,075 6,956,756 6,751,648 6,240,712 5,198,391 4,803,171 Other retail sales 1,711,453 1,951,385 1,442,875 3,250,335 2,794,790 1,024,551 944,155 1,191,029 592,415 1,151,821 Total all other outlets 7,065,212 6,326,194 6,272,315 6,268,633 7,781,093 10,236,334 9,521,319 7,365,274 7,327,407 5,867,843 $ 25, 641,498 $ 23,152,780 $ 22.227 877 $ 26 003 595 $ 29 023,609 $ 29,816.237 $ 28. .256 491 $ 25 237 148 $ 21 709,135 $ 19.498.994 Measure A Ordinance 88-1 direct sales tax rate Source: State Board of Equalization 1 Year represents m ost recent data available. U 'r 0. 50% 0.50% 0.50% 0 .50% 0.50 % 0 .50% 0.50% 0.50% 0 .50 % 0.50% Sou rces of Cou nty of Riv erside Taxable Sales by Business Type for 2011 Total all other o utlets 27% Other retail sale s 7% Appa rel stores 6% illr _. ..40111V Food %res 5% 'VOW_ Eating & drinking 10% General merchandise stores 12% Ho usehold 3% Building materials 5% Riverside County Transportation Commission Direct and Overlapping Sales Tax Rates Last Ten Fiscal Years Fiscal Year Measure A Direct Rate 1 County of Riverside 2013 0.50% 8.00% 2012 0,50% 7.75% 2011 0.50% 8.75% 2010 0.50% 8.75% 2009 0.50% 8.75% 2008 0.50% 7.75% 2007 0.50% 7.75% 2006 0.50% 7.75% 2005 0.50% 7.75% 2004 0.50% 7.75% Source: Commission Finance Department and California State Board of Equalization. 1 The Measure A sales tax rate may be changed only with the approval of 2/3 of the voters. 2 The State of California increased the state sales tax rate 1°/0 in April 2009. 3 Effective July 1, 2011, the State of California decreased the state sales tax rate by 1%. 4 Effective January 1, 2013, the State of California increased the state sales tax rate by 0.25%. 69 106 Riverside County Transportation Commission Principal Taxable Sales Generation by City Current Year and Nine Years Ago 20111 2002 Taxable Sales (In Percentage of Taxable Sales (in Percentage of thousands) Rank Total thousands) Rank Total City of Riverside City of Corona City of Temecula City of Palm Desert City of Moreno Valley City of Murrieta City of Palm Springs City of Hemet City of La Quinta City of Indio City of Lake Elsinore City of Cathedral City City of Perris City of Menifee3 City of Norco City of Rancho Mirage City of Eastvale4 City of Beaumont City of Coachella City of San Jacinto City of Jurupa Valleys City of Banning City of Blythe City of Wildomar2 City of Desert Hot Springs City of Indian Wells City of Calimesa City of Canyon Lake Incorporated Unincorporated Countywide Califomia $ 4,019,127 2 15.7% $ 841,870 2 19.2% 2,715,071 3 10.6% 528,295 3 12.1% 2,364,795 4 9.2% 404,327 4 9.2% 1,384,208 5 5.4% 228,609 5 5.2% 1,172,223 6 4.6% 204,939 6 4.7% 965,758 7 3.8% 111,754 11 2.6% 880,426 8 3.4% 119,187 10 2.7% 799,835 9 3.1% 163,562 7 3.7% 680,382 10 2.8% 66,551 15 1.5% 650,281 11 2.6% 121,796 9 2.8% 634,553 12 2.5% 98,601 13 2.3% 606,771 13 2.4% 162,167 8 3.6% 584,313 14 2.3% 85,511 14 2.0% 421,545 15 1.6% N/A 384,972 16 1.5% 103,315 12 2.4% 374,093 17 1.4% 51,761 16 1.2% 340,171 18 1.3% N/A 317,192 19 1.2% 21,561 20 0.5% 289,223 20 1.1% 36,211 19 0.8% 193,050 21 0.8% 18,286 21 0.4% 184,926 22 0.7% - - N/A 157,071 23 0,6% 43,931 17 1.0% 145,422 24 0.5% 36,382 18 0.8% 116,696 25 0.5% • N/A 113,904 26 0.4% 14,774 22 0.3% 84,987 27 0.3% 7,820 24 0.2% 57,965 28 0.2% 7,891 23 0.2% 12,660 29 0.0% 2,523 25 0.1% 20,651,620 80.5% 3,481,624 79.5% 4,989,878 1 19.5% 898,134 1 20.5% $ 25,641,498 100.0% $ 4,379,758 100.0% $ 520,568,055 $ 109,283,013 Source: California State Board of Equalization for the calendar year indicated. 1 Year represents most recent data available. 2 City of Wildomar was incorporated on July 1, 2008. 3 City of Menifee was incorporated on October 1, 2008. 4 City of Eastvale was incorporated on October 1, 2010. s City of Jurupa Valley was incorporated on July 1, 2011. Taxable Sales by City $4,500,000 $4,000,000 $3,500,000 $3,000,000 $2,500,000 52,000,000 $1,500,000 $1,000,000 5500,000 $- �oc�`aG°co ac°da 3. a ...4OA�cko\aQcc9s°�aOse ,s 6.o . c°ca \cpc ,s te, e „of `atabo �`° ataa\°,P a k43 oA ra map, keP , "so," s o," \oa v F r u Q c \e411 � 1c1 c- `e of tQatco ocac°�at QaF C/ .40 °ttP C� *e OarOac .tk CI °k ..�°aCI ce °t4,ay°OaaotGotya°°°SCI' & G oto�'a °'sc. 4' °tG Gac-oc c o� G.`\ �o °tN' G `dot c of at 60 ,,,,,,lb cp G$9 cp `,\o ot) G` G�- aye ' 81/44'6 Gt'A at c� G` GJ� fT Gtr C� G`q G G\,� °t0 G GJa � 20111 -. 2002 70 107 Riverside County Transportation Commission Measure A Sales Tax Revenues by Program and Geographic Area Year Ended June 30, 2013 Special Revenue Funds Administration Highways Regional arterials Highways and regional arterials New corridors Economic development incentives Local streets and roads Public transit: Commuter assistance Commuter rail Bus Specialized transportation Bus and specialized transportation Bond financing Source: Finance Department 11111 8:888:88 General Western Coachella Palo Fund County Valley Verde $ 2,700,000 $ 33,484,295 9,848,323 12,146,265 1,313,110 31,842,910 Total $ $ 2,700,000 33,484,295 9,848,323 17,695,596 17,695,596 12,146,265 1,313,110 12,386,917 1,035,719 45,265,546 1,641,387 - 1,641,387 6,696,859 - - 6,696,859 1,674,215 1,674,215 2,790,359 2,790,359 5,308,679 - 5,308,679 8,863,490 - 8,863,490 $ 2,700,000 $ 110,301,213 $ 35,391,192 $ 1,035,719 $ 149,428,124 Geographic Distribution by Area Palo Verde 1% Coachella Valley 23% General Fund 2% Sales Tax Revenues by Program and Geographic Area oe �e eg2 ae oi5 ,ee ae oe a� 05 00 oc oA oa�are` d"arec ��ca ��oao, zoca oa ayy4" F�o` oyQo oyQo a�ooco Q,a •o o �° eo e� �o� Go <<a 4- o, eA �e� F ��e a a 0 ea e�oQ ae o�F e�1' ��e a"\y' o , \9c G Qeo Qea r'" of 6 caz - Palo Verde Coachella Valley • Western County • General Fund 71 108 Riverside County Transportation Commission Measure A Sales Tax by Economic Category Last Seven Calendar Years % of Total Economic Category 2012' 2011 2010 2009 2008 2007 2006 General retail 28.8 29.8 30.9 30.9 28.2 26.8 25.5 Transportation 26.9 27.1 25.0 22.8 24.9 26.1 26.5 Food products 16.2 16.4 17.0 17.8 16.0 14.4 13.3 Business to business 15.0 14.1 14.5 15.2 16.4 15.9 15.3 Construction 11.1 10.5 10.5 11.1 12.3 14.4 16.9 Miscellaneous 2.0 2.1 2.1 2.2 2.2 2.4 2.5 Total 100.0 100.0 100.0 100.0 100.0 100.0 100.0 Source: MuniServices LLC. Prior years' information is not available. ' Year represents most recent data available. 72 109 Riverside County Transportation Commission Measure A Revenues and Pledged Revenue Coverage 1 Last Ten Fiscal Years Sales Tax Revenue Bonds Measure A Sales Total Debt Net Measure A Tax Revenue Senior Lien Subordinate Service Sales Tax Growth (Decline) Senior Lien Debt Coverage Lien Debt Total Debt Coverage Fiscal Year Revenues2 Rate Service Ratio Service Service Ratio 2013 $ 149,428,124 10.70% $ 22,156,116 6.74 $ - $ 22,156,116 6.74 2012 134,984,307 9.35% 21,503,582 6.28 - 21,503,582 6.28 2011 123,439,833 7.78% 12,651,386 9.76 - 12,651,386 9.76 20103 114,526,253 -4.31% 8,918,183 12.84 - 8,918,183 12.84 2009' 119,688,289 -16.03% 34,020,724 3.52 1,452,634 35,473,358 3.37 2008 142,537,548 -7,77% 34,002,732 4.19 1,470,388 35,473,120 4.02 2007 154,539,723 -1.71% 34,005,357 4.54 1,469,588 35,474,945 4.36 2006 157,236,314 13.18% 34,012,634 4.62 1,470,587 35,483,221 4.43 2005 138,921,247 15.23% 34,013,294 4.08 1,472,237 35,485,531 3.91 2004 120,564,890 17.69% 34,004,981 3.55 1,472,237 35,477,218 3.40 Source: Finance Department 1 This schedule meets the requirements for Continuing Disclosure of historical Measure A sales tax revenues. 2 Sales tax revenue bonds are backed by the sales tax revenues, net of Board of Equalization fees, during the fiscal year. 3 In FY 2010 the 2008 bonds related to the 2009 Measure A program were current refunded. The payment to escrow agent is excluded from debt service. 4 In FY 2009 all bonds related to the 1989 Measure A program matured as the 1989 Measure A program expired on June 30, 2009. 73 110 Riverside County Transportation Commission Ratios of Outstanding Debt by Type Last Ten Fiscal Years Governmental Activities Total Percentage Sales Tax Commercial Contract Capital Governmental of Personal Debt per Year Revenue Bonds Paper Payable Leases Activities Income 1 Capita 1 2013 $ 311,400,000 $ 60,000,000 $ - $ 6,289 $ 371,406,289 N/A $ 167.47 2012 317,138,111 - - 30,943 317,169,054 N/A 142.38 2011 323,537,074 - 54,874 323,591,948 N/A 145.91 2010 180,731,699 83,284,000 78,104 264,093,803 N/A 121.16 2009 127,538,888 110,000,000 - 100,652 237,639,540 0.38% 111.01 2008 163,738,235 1,100,000 164,838,235 0.26% 78.39 2007 65,495,000 80,005,000 2,100,000 - 147,600,000 0.24% 72.00 2006 95,695,000 30,005,000 3,100,000 25,591 128,825,591 0.22% 65.20 2005 124,335,000 30,005,000 4,100,000 55,009 158,495,009 0.30% 83.61 2004 151,535,000 - 5,100,000 83,082 156,718,082 0.32% 86.37 Sources: Finance Department for outstanding debt for the fiscal year ended June 30 and California State Department of Finance for population as of January 1. 1 See the Schedule of Demographic and Economic Statistics on page 74 for personal income and population data. Riverside County Transportation Commission Computation of Legal Debt Margin' Last Te n Fiscal Years Fiscal Year 2013 2012 2011 2010 2009 2008 2007 2006 2005 2004 Measure A Ordinance No .02-001, as amended by Ordinance No.10-0020 Total debt limit authorized $ 975,000,000 $ 975,000,000 $ 975,000,000 $ 500,000,000 $ 500,000,000 $ 500,000,000 $ 500,000,000 $ 500,000,000 $ 500,000,000 $ 500,000,000 Amount of debt applicable to debt limit 371,400,000 318,200,000 324,700 .000 264,284,000 236 395 000 126 395 000 80.005 000 30.005 000 30005 000 - Legal debt margin $ 603 600 ,000 $ 656 800,000 $ 650.300.000 $ 235 716.000 0 263 605,000 373 605 000 $ 419,995,000 $ 469,995,000 $ 469,995,000 $ 500,000,000 % of debt to legal debt limit 38 1% 32 6% 33.3 % 52 9% 47 3% 25 3% 16 0% 6 0% 6 0% 0 0% Measure A Ordinance No . 88-1, as amended by Ordinance 92-1' Total debt limit authorized Am ount of debt applicable to debt firm: Legal debt margin % of debt to legal debt limit Source: Finance Department $ 525,000,000 $ 525,000,000 $ 525,000,000 $ 525,000,000 $ 525,000,000 $ 525,000,000 33,630,000 65,495000 95 .695000 124335000 151,535,000 $ 525,000,000 $ 491,370,000 $ 459,505,000 $ 429,305,000 $ 400,665,000 $ 373,465,000 00% 6.4% 125% 182% 237% 289% The Commissio n' s debt limits we re approved by the voters of Riverside Co unty as part of the sales tax ordinances and are specific to the Commission; accordingly, there are no overlapping debt considerations. t Ordinance No. 02-001 was approved by a 2/3 majo rity of the vo ters in No vember 2002.1n November 2010, a majority of the voters approved Ordinance No. 10-002 to incr ease the debt limit from 6500 miii on to $975 million. ' Ordinance No. 88-1 expired on June 30, 2009. All outstanding debt related to Ordinance 88-1 matured prior to the expiration date. M ea sure A Ordinance No. 02-001, as amen ded by Ordinance No. 10-002 $1,200,000,000 51, 000,000,000 5800,000,000 5800, 000,000 $400, 000,000 5200,000,000 9- 2013 2012 20. 5 2010 2009 2008 2007 2006 2005 2004 1 • Tota l de bt limit authorized •Arrrohnto f debt spplicabk to debt limit 9600 ,000 ,000 5500,000,000 5400,000,000 9300,000,000 0200,000 ,000 5100,000 ,000 Measure A Ordinance No . 88-1, as amended by Ordinance 92-1 2009 2008 2007 2006 2005 2004 • Toll debt lima authorized • Amount of d ebt appucable to debt! limit Riverside County Transportation Commission Demographic and Economic Statistics for the County of Riverside Last Ten Calendar Years Per Capita Personal Income Personal Unemployment Calendar Year Population' (thousands)2 Income 2 Rate3 2013 2,255,059 N/A N/A N/A 2012 2,227,577 N/A N/A 12.2% 2011 2,217,778 $ 67,024,780 $ 29,927 12.4% 2010 2,179,692 64,376,498 29,222 14.7% 2009 2,140,626 63,228,086 29,748 13.4% 2008 2,102,741 64,503,728 30,676 8.5% 2007 2,049,902 61,023,518 29,769 6.0% 2006 1,975,913 57,666,983 29,185 5.0% 2005 1,895,695 52,850,398 28,157 5.4% 2004 1,814,485 49,443,185 27,827 6.0% Sources: 1 California State Department of Finance as of January 1. 2 U.S. Department of Commerce Bureau of Economic Analysis. Represents most recent data available. 3 Riverside County Economic Development Agency. Represents most recent data available. 76 113 Riverside County Transportation Commission Employment Statistics by Industry for the County of Riverside Calendar Year 2011 and Nine Years Prior Industry Type % of Total % of Total 20111 Employment 2002 Employment Agricultural services, forestry, fishing and other 12,400 2.3% 16,200 3.2% Mining 400 0.0% 500 0.1% Construction 34,100 6.2% 55,000 10.8% Manufacturing 38,600 7.0% 49,800 9.8% Transportation, warehousing, and public utilities 20,200 3.7% 10,800 2.1% Wholesale trade 19,700 3.6% 16,300 3.2% Retail trade 81,600 14.9% 66,200 13.0% Professional & business services 59,800 10.9% 53,100 10.4% Education & health services 61,700 11.2% 49,600 9.7% Leisure & hospitality 68,900 12.6% 59,200 11.6% Finance, insurance, and real estate 18,600 3.4% 17,600 3.5% Other services 18,700 3.4% 18,100 3.6% Federal government, civilian 7,000 1.3% 6,300 1.2% State government 16,100 2.9% 13,800 2.8% Local government 91,100 16.6% 76,400 15.0% Total employment 548,900 100.0% 508,900 100.0% Source: State of California Economic Development Department 1 Year represents most recent data available. 77 114 Riverside County Transportation Commission Full-time Equivalent Employees by Function/Program Last Ten Fiscal Years As of June 30 Function/Program 2013 2012 2011 2010 2009 2008 2007 2006 2005 2004 Management services and administration 14.1 13.9 12.7 8.9 12.7 17.6 15.0 12.2 12.7 12.5 Planning and programming 4.9 5.1 5.2 5.5 5.1 5.4 6.4 5.0 3.4 3.7 Rail operations 2.9 3.3 3.1 3.3 2.9 3.1 2.8 3.1 1.6 2.0 Specialized transit/transportation 2.5 2.5 2,6 2.6 2.2 2.0 2.4 2.3 1.4 1.3 Commuter assistance 1.8 1.6 1.6 1.8 1.2 1.3 1.3 2.1 2.1 2.5 Motorist assistance 0.9 1.2 0.9 0.7 0.8 0.7 0.7 0.8 0.8 0.8 Capital project development and delivery 13.9 12.3 11.9 14.2 11.1 7.9 6.4 4.7 3.0 2.2 Total full-time equivalents 41,0 40.0 38.0 37.0 36.0 38.0 35.0 30.2 25.0 25.0 Source: Finance Department 78 115 Riverside County Transportation Commission Operating Indicators Last Ten Fiscal Years As of June 30 2013 2012 2011 2010 2009 2008 2007 2006 2005 2004 Commuter rail operations! Weekday tops WA 11,675 11,321 11,340 12,224 12,304 11,696 11,391 9,721 9,532 Growth of average daily ridership on commuter lines: Riverside line WA 5279 5,177 5,124 5,269 5,184 4,769 4,370 4,566 4,462 IEOC line WA 4,142 3,855 4,011 4,611 4,859 4,651 4,149 3,634 3,641 91 line N/A 2,254 2,289 2,205 2 ,344 2,261 2,276 2,107 1,876 1,700 Farebox recovery ratio. Riverside line WA 58.5% 59.8% 52 .5% 51.0% 53.01% 67.07 % 48.5% 46.9% 51 .1% IEOC line N/A 31.3% 31 .1% 28 .3% 37.3% 42.60% 42.19 % 45.5% 48.7% 56.6% 91 line WA 49.7% 54 .6% 49.3% 53.0% 45 .53 % 49 .02% 57.2 % 107.0% 101 .4 % Specialized transit/transportation. Specialized transit grants awarded 22 21 22 22 22 14 15 9 10 8 Commuter a ssistance. Club Ride members WA N/A WA WA 7,378 5,860 4,436 3,901 2,837 1,994 Rideshare Incentive members 926 1,056 1,061 1,131 N/ A N/A N/A N/A WA N/A Rideshare Plus Rewards members 6,786 4,848 5,518 7,080 WA N/ A N/ A WA WA N/A I-1 Inco ming 1-866-RIDESHARE te lephone calls 2,527 1,531 1,257 2,145 2,423 3,709 2,613 2,433 801 829 Rideshare Connection bulle tins produ ce d 13 11 13 N/A WA N/A WA N/A WA N/A al RideSmart Tips produced N/A N/A N/A N/A N/A WA 45,304 27,790 32,379 9,335 Rideguides produced 14,813 15,628 29,052 43,319 34,940 23,121 24,676 WA N/ A N/A Commuter Exchange events 55 52 52 50 73 71 60 23 5 9 Motorist assistance: Ca ll boxes 580 594 613 614 614 630 682 979 1,058 1,083 Calls made from call boxes 5,337 5,043 5,251 5,934 6,574 7,543 9,595 15,390 19,945 23,713 Contracted Freeway Service Patrol vehicles 21 21 22 22 20 20 17 15 15 15 V ehicles assisted by Free way Servic e Patrol 43,633 42,748 45,751 48,312 43,119 45,500 40,025 31,838 32,542 32,564 1E511 we b visits 399,730 341,716 244,277 N/A N/A N/A WA N/A N/A N/A 1E511 call volumes 351,161 362,957 489,036 WA N/A N/A N/A N/A N/A N/A Transportation Uniform Mitigation Fee program. Approved regional arterial projects 24 24 24 24 24 24 24 24 24 M easure A pro gra m: Highways $118,750,336 $ 111,049,502 $ 75,011,698 $ 45,698,211 $165,100,551 $ 65,697,249 $ 48,359,404 5 37,073,826 $ 36,340,818 $ 33,133,748 Co mmute r ra il 15,895,661 19,690.126 22,632,065 20,312,056 32,089,238 12,419,675 14,044,435 2,784,423 2,250,187 8,116,270 Regional arterials 1,787 124 8, 638,637 11,920,846 12,645,090 18,220,540 30,756,287 10,350,500 10,056,326 8 ,246,797 Local streets and roads 44,594,891 40,127,890 36,856,925 34,258,313 45,661,155 54,520,115 59,202,631 60,389,876 53,333,169 46,208,968 Specialized transit and commuter assistance 11,927,634 11,930,437 11 262,588 10,161,780 9.838 990 9 071 302 6 358 224 7 887 298 7 458 994 7 238 299 Tota l program expenditures 5 191 170 309 $ 182 798 079 5 154 401 913 5122 351 206 $265 335 024 $159 928 881 S158 720 981 S118 485 923 5109 439,494 $102,944,082 Source: Commission Deparltnents This brochure was discontinued beginning FY 2007/08. 79 Riverside County Transportation Commission Capital Asset Statistics by Program Last Ten Fiscal Years As of June 30 2013 2012 2011 2010 2009 2008 2007 2006 2005 2004 Commuter rail: Transit centers owned and managed 1 1 - - Commuter rail stations owned and managed 5 5 5 5 5 5 5 5 5 5 Miles of commuter rail easements 104.6 104.6 104.6 104.6 104.6 104.6 104.6 104.6 104.6 104.6 Commuter Assistance: Commuter Exchange Vehicle Source: Commission Departments 1 1 1 1 1 1 1 1 1 1 80 117 Local Transportation Fund of the County of Riverside, as Administered by the Riverside County Transportation Commission Financial and Compliance Report Year Ended June 30, 2013 -Er 1.1.` I I I 1 McGladrey 118 Assurance Tax Consulting Contents Independent Auditor's Report on the Financial Statements Accompanied by Supplementary Information 1-2 Financial Statements Balance Sheet 3 Statement of Revenues, Expenditures and Change in Fund Balance 4 Notes to Financial Statements 5-7 Supplementary Information Schedule of Allocations and Disbursements Schedule of Unclaimed Apportionments (Articles 4 and 8) Schedule of Unclaimed Apportionments (Article 3) 8 9 10 Independent Auditor's Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance With Government Auditing Standards 11-12 119 McGladrey LLP 1.1 McGladrey Independent Auditor's Report on the Financial Statements Accompanied by Supplementary Information Board of Commissioners Riverside County Transportation Commission Riverside, CA Report on the Financial Statements We have audited the accompanying financial statements of the Local Transportation Fund of the County of Riverside, as administered by the Riverside County Transportation Commission (the Commission), as of and for the year ended June 30, 2013, and the related notes to the financial statements, as listed in the table of contents. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor's Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Commission's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Commission's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Local Transportation Fund of the County of Riverside, as administered by the Commission, as of June 30, 2013, and the changes in financial position for the year then ended, in accordance with accounting principles generally accepted in the United States of America. 1 Member of the RSM International network of Independent accounting, tax and consuMn s Emphasis of Matter As discussed in Note 1 to the financial statements, the financial statements present only the Local Transportation Fund and do not purport to, and do not, present fairly the financial position of the Commission or the County of Riverside, California, as of June 30, 2013 and the changes in financial position for the year then ended, in accordance with accounting principles generally accepted in the United States of America. Our opinion is not modified with respect to this matter. Other Matters Required Supplementary Information Management has omitted a Management's Discussion and Analysis that accounting principles generally accepted in the United States of America require to be presented to supplement the financial statements. Such missing information, although not a part of the financial statements, is required by the Governmental Accounting Standards Board, who considers it to be an essential part of financial reporting for placing the financial statements in an appropriate operational, economic or historical context. Our opinion on the financial statements is not affected by this missing information. Other Information Our audit was conducted for the purpose of forming an opinion on the financial statements of the Local Transportation Fund of the County of Riverside, as administered by the Commission. The schedules listed in the table of contents as supplementary information are presented for purposes of additional analysis and are not a required part of the financial statements. The supplementary information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. Such information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the supplementary information is fairly stated, in all material respects, in relation to the financial statements as a whole. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated November 6, 2013 on our consideration of the Commission's internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts, grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Local Transportation Fund of the County of Riverside, as administered by the Commission's, internal control over financial reporting and compliance. Irvine, CA November 6, 2013 2 121 Local Transportation Fund of the County of Riverside, as Administered by the Riverside County Transportation Commission Balance Sheet June 30, 2013 Assets Cash and investments in Riverside County Pooled Investment Fund Accounts receivable Interest receivable Total assets Liabilities and Fund Balance $ 91,906,219 13,682,754 61,155 $ 105,650,128 Liabilities: Accounts payable $ 77,369 Due to other Commission funds 329,802 Total liabilities 407,171 Restricted: Unapportioned Local Transportation Funds Rail and bus transit and local streets and roads apportionments Bicycle and pedestrian projects Total fund balance Total liabilities and fund balance See Notes to Financial Statements. 10,961,628 90,281,399 3,999,930 105,242,957 $ 105,650,128 3 122 Local Transportation Fund of the County of Riverside, as Administered by the Riverside County Transportation Commission Statement of Revenues, Expenditures and Change in Fund Balance Year Ended June 30, 2013 Revenues: Sales taxes Other reimbursements Investment loss, net Total revenues $ 72,828,788 107,001 (84,244) 72,851,545 Expenditures: Bicycle and pedestrian projects 956,308 Transit 54,865,400 Planning and programming 3,875,849 Total expenditures 59,697,557 Excess of revenues over expenditures 13,153,988 Fund balance, beginning of year 92,088,969 Fund balance, end of year $ 105,242,957 See Notes to Financial Statements. 4 123 Local Transportation Fund of the County of Riverside, as Administered by the Riverside County Transportation Commission Notes to Financial Statements Note 1. Nature of Operations and Significant Accounting Policies The Riverside County Transportation Commission (the Commission), in its capacity as the transportation planning agency for the County of Riverside, California (the County), is responsible for administering funds provided through the Local Transportation Fund (the Fund), which was created in accordance with the provisions of the Transportation Development Act of 1971. The significant revenue to the Fund is derived from 0.25 percent of the 7.50 percent statewide sales tax collected in the County by the State Board of Equalization (State). The accounting policies of the Fund conform to accounting principles generally accepted in the United States of America as applicable to governmental units. Presentation: The accompanying financial statements of the Fund are intended to present the financial position and the changes in financial position of only that portion of the governmental activities of the Commission that is attributable to the transactions of the Fund of the Commission. They do not purport to, and do not, present fairly the financial position of the Commission as of June 30, 2013 and the changes in its financial position, where applicable, for the year then ended, in conformity with accounting principles generally accepted in the United States of America. Basis of accounting: In accordance with the requirements for governmental funds, the modified accrual basis of accounting is followed in the Fund. Under the modified accrual basis of accounting, expenditures are recorded when they are expected to be liquidated with expendable available resources, and revenue is recorded when it becomes both measurable and available. "Measurable" means the amount of the transaction can be determined, and "available" means collectible within the current period or soon enough thereafter to be used to pay liabilities of the current period. For this purpose, the Commission considers revenues to be available if they are collected within 180 days of the end of the current fiscal period. Those revenues susceptible to accrual include sales taxes collected and held by the State at year-end on behalf of the Commission and interest revenue. Funding: There is a three -step process for obtaining funds from the Fund: apportionment, allocation and payment. Annually, the Commission determines each area's share of the anticipated Fund. This share is the area apportionment. Once funds are apportioned to a given area, they are typically available only for allocation to claimants in that area. Allocation is the discretionary action by the Commission which designates funds for a specific claimant for a specific purpose. Payment is authorized by disbursement instructions issued by the Commission. Expenditures: Expenditures represent disbursements to the Commission, Southern California Association of Governments, cities, the County of Riverside and transit operators that have met the claimant eligibility requirements to receive Fund allocations that are approved by the Commission, per various Public Utilities Code sections. All disbursements are to be used for transportation purposes. Accounts receivable: Accounts receivable consists primarily of Fund sales tax revenues from the State on all taxable sales within the County of Riverside, California through June 30, 2013. Accounts payable: Accounts payable consist primarily of claims approved by the Commission, but not paid by the Commission, to the appropriate transit operators by June 30, 2013. 5 124 Local Transportation Fund of the County of Riverside, as Administered by the Riverside County Transportation Commission Notes to Financial Statements Note 1. Nature of Operations and Significant Accounting Policies (Continued) Due to other Commission funds: Due to other Commission funds represents allocations to the Commission's General Fund for grade separation costs. Fund balance restrictions: The Fund reports restricted fund balances to show the level of constraint governing the use of the funds as set forth by enabling State legislation. Note 2. Cash and Investments With County Treasurer The funds in the Riverside County Pooled Investment Fund (RCPIF) are pooled with those of other entities and invested in accordance with the County's investment policy. These pooled funds are carried at fair value. Fair value is based on quoted market prices and/or direct bids, when needed, from government dealers on some variable or floating rate items. Monies in the Fund are legally required to be deposited in the County Treasury pool. An Investment Oversight Committee has been established by the County, which acts as a regulator of the pool. As of June 30, 2013, the Commission had $91,906,219 invested in the RCPIF, with an average maturity of 514 days. Interest rate risk: While the Commission does not have a formal policy related to the interest rate risk of investments, the Commission's investment policy follows the California Government Code as it relates to limits on investment maturities as a means of managing exposure to fair value losses arising from increasing interest rates. Credit risk: As of June 30, 2013, the Commission's investment in the RCPIF was rated Aaa-/bf1 by Moody's Investors Service and AAA/V1 by Fitch Ratings. The Commission's investment policy only requires credit quality ratings for repurchase agreements, U.S. corporate debt, commercial paper, bankers' acceptances and certificates of deposit. 6 125 Local Transportation Fund of the County of Riverside, as Administered by the Riverside County Transportation Commission Notes to Financial Statements Note 3. Fund Balance The restricted fund balance represents the apportionments related to transit programs by geographic area, bicycle and pedestrian projects, planning and programming, and unapportioned Local Transportation Funds. For Western County transit programs, commuter rail and bus allocations are in accordance with the Commission's policy. At June 30, 2013, amounts in the fund balance are restricted as follows: Rail and bus transit and local streets and roads apportionments: Western County: Commuter rail: Allocated and unclaimed Apportioned and unallocated Bus transit: Allocated and unclaimed —Riverside Transit Agency Apportioned and unallocated Total rail and bus transit —Western County Coachella Valley: Allocated and unclaimed Apportioned and unallocated Total bus transit —Coachella Valley Palo Verde Valley: Allocated and unclaimed —transit Apportioned and unallocated for transit and local streets and roads Total bus transit and local streets and roads —Palo Verde Valley Total for rail and bus transit and local streets and roads apportionments $ 2,691,825 17,025,958 19,011,858 41,180,349 79,909,990 836,298 8,497,374 9,333,672 84,784 952,953 1,037,737 $ 90,281,399 Bicycle and pedestrian projects: Allocated and unclaimed $ 2,275,871 Unallocated 1,724,059 Total for bicycle and pedestrian projects $ 3,999,930 Unapportioned Local Transportation Funds $ 10,961,628 7 126 Supplementary Information 127 Local Transportation Fund of the County of Riverside, as Administered by the Riverside County Transportation Commission Schedule of Allocations and Disbursements Year Ended June 30, 2013 Expenditures: City of Banning City of Beaumont City of Canyon Lake City of Corona City of Eastvale City of Hemet City of Indio City of Lake Elsinore City of Moreno Valley City of Perris City of Riverside City of San Jacinto City of Wildomar County of Riverside: Auditor/Controller Road Department Palo Verde Valley Transit Agency Commission Riverside Transit Agency SCAG Sunline Transit Agency SB 821 Article 3 Article 4 Article 3 Planning, Programming and Administrative Totals Allocations Disbursements Reimbursements Expirations Allocations Disbursements Allocations Disbursements Allocations $ 180,000 $ $ - $ - $ 1,086,254 $ 1,086,254 $ - $ - $ 1,266,254 150,843 - - 1,238,220 1,238,220 1,389,063 70,000 70,000 - - 70,000 73,000 48,205 - 24,795 1,556,053 1,556,053 - 1,629,053 80,150 - - 80,150 100,103 24,983 15,330 - 100,103 272,800 188,800 272,800 191,408 103,500 - - - - 191,408 225,000 - 225,000 110,000 92,338 17,662 - 110,000 248,235 79,115 - 79,120 2,549,057 2,549,057 2,797,292 40,000 39,367 - 633 - - 40,000 711,680 - 711,680 - - - - - 12,000 12,000 12,000 1,004,882 195,383 - - - 1,004,882 - - 687,568 602,784 - 687,568 13,538,407 10,846,582 3,251,007 3,251,007 16,789,414 45,641,002 26,629,144 - 45,641,002 - - 612,842 612,842 612,842 11,193,604 10,357,306 - - 11,193,604 $ 3,458,101 $ 956,308 $ 107,001 $ 332,923 $ 77,490,165 $ 54,865,400 $ 3,875,849 $ 3,875,849 $ 84,824,115 310,000 107,001 8 Reimbursements Unclaimed Disbursements (Expirations), net Amount $ 1,086,254 $ 1,238,220 70,000 1,604,258 24,983 188,800 103,500 92,338 2,628,172 39,367 12,000 310,000 602,784 14,097,589 26,629,144 612,842 10,357,306 $ 59,697,557 $ 180,000 150,843 (24,795) - 80,150 (15,330) 59,790 84,000 87,908 225,000 (17,662) - (79,120) 90,000 (633) - 711,680 (88,382) $ (225,922) 606,500 84,784 2,691,825 19,011,858 836,298 $ 24,900,636 128 Local Transportation Fund of the County of Riverside, as Administered by the Riverside County Transportation Commission Schedule of Unclaimed Apportionments (Articles 4 and 8) Year Ended June 30, 2013 Fiscal Year 2012/13 1 Prior Fiscal Year Total Unclaimed Amounts Unclaimed Amounts Unclaimed Interest Apportionment Apportionment Claimed Apportionment Apportionment Claimed Apportionment Allocation June 30, 2013 Western County: Rail $ 12,013,302 $ 9,899,400 $ 2,113,902 $ 18,571,079 $ 947,182 $ 17,623,897 $ (20,016) $ 19,717,783 Bus 42,592,615 32,282,442 10,310,173 50,706,734 776,286 49,930,448 (48,414) 60,192,207 Coachella Valley Palo Verde Valley: Transit Unallocated Total transportation 13,265,949 10,357,306 2,908,643 6,435,019 823,686 602,784 220,902 552,689 6,435,019 552,689 265,267 265,267 (9,990) 9,333,672 (810) 772,781 (311) 264,956 68,695,552 53,141,932 15,553,620 76,530,788 1,723,468 74,807,320 (79,541) 90,281,399 Auditor/Controller 12,000 12,000 - - - Commission administration 750,000 750,000 - - - Commission planning 2,451,370 2,451,370 - 49,637 49,637 - SCAG planning 612,842 612,842 - - - Total administration and planning 3,826,212 3,826,212 - 49,637 49,637 Total apportionments $ 72,521,764 $ 56,968,144 $ 15,553,620 $ 76,580,425 $ 1,773,105 $ 74,807,320 $ (79,541) $ 90,281,399 9 129 Local Transportation Fund of the County of Riverside, as Administered by the Riverside County Transportation Commission Schedule of Unclaimed Apportionments (Article 3) Year Ended June 30, 2013 Unclaimed Unclaimed Apportionment Interest Apportionment July 1, 2012 Apportionment Reimbursements Disbursements Allocations June 30, 2013 Bicycle and pedestrian projects $ 3,296,219 $ 1,557,721 $ 107,001 $ 956,308 $ (4,703) $ 3,999,930 10 130 McGladrey LLP McGladrey Independent Auditor's Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance With Government Auditing Standards Board of Commissioners Riverside County Transportation Commission Riverside, CA We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the financial statements of the Local Transportation Fund of the County of Riverside, as administered by the Riverside County Transportation Commission (the Commission), as of and for the year ended June 30, 2013, and the related notes to the financial statements, and have issued our report thereon dated November 6, 2013. Internal Control Over Financial Reporting In planning and performing our audit of the financial statements, we considered the Commission's internal control over financial reporting (internal control) to determine the audit procedures that are appropriate in the circumstances for the purpose of expressing our opinion on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the Commission's internal control. Accordingly, we do not express an opinion on the effectiveness of the Commission's internal control. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the Commission's financial statements will not be prevented, or detected and corrected, on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. Compliance and Other Matters As part of obtaining reasonable assurance about whether the Local Transportation Fund's financial statements, as administered by the Commission, are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts and grant agreements, noncompliance with which could have a direct and material effect on the determination of financial statement amounts. This included those provisions of laws and regulations identified in the Transportation Development Act of 1971, as amended, and corresponding regulations of the California Government Code. However, providing an opinion on compliance with those provisions was not an objective of our 11 Member of the RSM International network of independent accounting, tax and consufslrg firms. audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the Commission's internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Commission's internal control and compliance. Accordingly, this communication is not suitable for any other purpose. i'fr Ge__/=, Irvine, CA November 6, 2013 12 132 State Transit Assistance Fund of the County of Riverside, as Administered by the Riverside County Transportation Commission Financial and Compliance Report Year Ended June 30, 2013 McGladrey 133 Assurance Tax Consulting Contents Independent Auditor's Report on the Financial Statements Accompanied by Supplementary Information 1-2 Financial Statements Balance Sheet 3 Statement of Revenues, Expenditures and Change in Fund Balance 4 Notes to Financial Statements 5-7 Supplementary Information Schedule of Allocations and Disbursements Approved During the Year 8 Independent Auditor's Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance With Government Auditing Standards 9-10 134 McGladrey LLP 1.1 McGladrey Independent Auditor's Report on the Financial Statements Accompanied by Supplementary Information Board of Commissioners Riverside County Transportation Commission Riverside, CA Report on the Financial Statements We have audited the accompanying financial statements of the State Transit Assistance Fund of the County of Riverside, as administered by the Riverside County Transportation Commission (the Commission), as of and for the year ended June 30, 2013, and the related notes to the financial statements, as listed in the table of contents. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor's Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Commission's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Commission's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the State Transit Assistance Fund of the County of Riverside, as administered by the Commission, as of June 30, 2013, and the changes in financial position thereof for the year then ended, in conformity with accounting principles generally accepted in the United States of America. 1 Member of the RSM International network of Independent accounting, tax and consul1r rms. Emphasis of Matter As discussed in Note 1 to the financial statements, the financial statements present only the State Transit Assistance Fund and do not purport to, and do not, present fairly the financial position of the Commission or the County of Riverside, California, as of June 30, 2013, and the change in their financial position in accordance with accounting principles generally accepted in the United States of America. Our opinion is not modified with respect to this matter. Other Matters Required Supplementary Information Management has omitted a Management's Discussion and Analysis that accounting principles generally accepted in the United States of America require to be presented to supplement the financial statements. Such missing information, although not a part of the financial statements, is required by the Governmental Accounting Standards Board, who considers it to be an essential part of financial reporting for placing the financial statements in an appropriate operational, economic or historical context. Our opinion on the financial statements is not affected by this missing information. Other Information Our audit was conducted for the purpose of forming an opinion on the financial statements of the State Transit Assistance Fund of the County of Riverside, as administered by the Commission. The schedule listed in the table of contents as supplementary information is presented for purposes of additional analysis and is not a required part of the financial statements. The supplementary information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. Such information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the supplementary information is fairly stated, in all material respects, in relation to the financial statements as a whole. The supplementary information has not been subjected to the auditing procedures applied in the audit of the financial statements, and accordingly, we do not express an opinion or provide any assurance on it. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated November 6, 2013 on our consideration of the Commission's internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts, grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the State Transit Assistance Fund of the County of Riverside, as administered by the Commission's internal control over financial reporting and compliance. Irvine, CA November 6, 2013 2 136 State Transit Assistance Fund of the County of Riverside, as Administered by the Riverside County Transportation Commission Balance Sheet June 30, 2013 Assets Cash and investments Accounts receivable Interest receivable Total assets Liabilities and Fund Balance $ 52,821,597 3,770,101 38,550 $ 56,630,248 Liabilities Accounts payable Total liabilities Fund Balance Restricted allocations available for programming Restricted for unclaimed allocations Total fund balance Total liabilities and fund balance See Notes to Financial Statements. $ 936,760 936,760 31,453,506 24,239,982 55,693,488 $ 56,630,248 3 137 State Transit Assistance Fund of the County of Riverside, as Administered by the Riverside County Transportation Commission Statement of Revenues, Expenditures and Change in Fund Balance Year Ended June 30, 2013 Revenues: Sales taxes $ 14,170,230 Investment loss, net (27,808) Total revenues 14,142,422 Expenditures: Transit 2,303,467 Net change in fund balance 11,838,955 Fund balance, beginning of year 43,854,533 Fund balance, end of year $ 55,693,488 See Notes to Financial Statements. 4 138 State Transit Assistance Fund of the County of Riverside, as Administered by the Riverside County Transportation Commission Notes to Financial Statements Note 1. Nature of Operations and Summary of Significant Accounting Policies The Riverside County Transportation Commission (the Commission), in its capacity as the transportation planning agency for the County of Riverside, California (the County), is responsible for administering funds provided through the State Transit Assistance Program, which was created in 1979 under Chapter 161 (SB 620) of the California statutes to provide a second source of Transportation Development Act funding for the development of transit systems. The funds are derived from fuel sales tax revenue and are budgeted through legislation and appropriated to the State Controller's Office (State) for allocation to local agencies. The accounting policies of the State Transit Assistance Fund (the Fund) conform to accounting principles generally accepted in the United States of America as applicable to governmental units. A summary of the Fund's significant accounting policies is as follows: Presentation: The accompanying financial statements of the Fund are intended to present the financial position and the changes in financial position of only that portion of the governmental activities of the Commission that is attributable to the transactions of the Fund of the Commission. They do not purport to, and do not, present fairly the financial position of the Commission as of June 30, 2013 and the changes in its financial position, where applicable, for the year then ended, in conformity with accounting principles generally accepted in the United States of America. Basis of accounting: In accordance with the requirements for governmental funds, the modified accrual basis of accounting is followed in the Fund. Under the modified accrual basis of accounting, expenditures are recorded when they are expected to be liquidated with expendable available resources, and revenue is recorded when it becomes both measurable and available. "Measurable" means the amount of the transaction can be determined, and "available" means collectible within the current period or soon enough thereafter to be used to pay liabilities of the current period. For this purpose, the Commission considers revenues to be available if they are collected within 180 days of the end of the fiscal year. Those revenues susceptible to accrual include fuel sales tax revenue and interest revenue. Allocations to local agencies: State transit assistance funds are allocated to the operators within the County. Public Utilities Code (PUC) Section 99313 allocates funds to regional transportation planning agencies based on the ratio of area population to state population. PUC Section 99314 allocates funds to public operators based on their share of fares and local support to other operators in the state. The allocations must be made in a resolution adopted by the Commission. Cash: It is the Commission's policy to deposit all funds received in the Riverside County Pooled Investment Fund (RCPIF) for investment until the funds are required for disbursement. Interest income is earned while these funds are deposited. Fund balance restrictions: The Fund reports restricted fund balances to show the level of constraint governing the use of the funds as set forth by enabling State legislation. The restricted fund balance for allocations available for programming represents amounts apportioned but not allocated to claimants. The restricted fund balance for unclaimed allocations represents amounts allocated by the Commission and due to claimants but not yet paid, as claimants have not yet provided the appropriate claim documentation to the Commission as of June 30, 2013. 5 139 State Transit Assistance Fund of the County of Riverside, as Administered by the Riverside County Transportation Commission Notes to Financial Statements Note 1. Nature of Operations and Summary of Significant Accounting Policies (Continued) Expenditures to claimants: Disbursements to claimants represent funds disbursed to transit operators that have met the eligibility requirements to receive State Transit Assistance Program funds per PUC Sections 99313 and 99314. All disbursements are to be used for transit purposes. Note 2. Cash and Investments Cash and investments at June 30, 2013 consist of the following: Cash and investments with County Treasurer Cash in bank $ 52,720,818 100,779 $ 52,821,597 The funds in the County Treasury are pooled with those of other entities in the RCPIF and invested in accordance with the County's investment policy. These pooled funds are carried at fair value. Fair value is based on quoted market prices and/or direct bids, when needed, from government dealers on some variable or floating rate items. The Commission is a voluntary participant in the pool. An Investment Oversight Committee has been established by the County, which acts as a regulator of the pool. As of June 30, 2013, the Commission had $52,720,818 invested in the RCPIF, with an average maturity of 514 days. Interest rate risk: While the Commission does not have a formal policy related to the interest rate risk of investments, the Commission's investment policy follows the California Government Code as it relates to limits on investment maturities as a means of managing exposure to fair value losses arising from increasing interest rates. Credit risk: As of June 30, 2013, the Commission's investment in the RCPIF was rated Aaa-/bf1 by Moody's Investors Service and AAA/V1 by Fitch Ratings. The Commission's investment policy only requires credit quality ratings for repurchase agreements, U.S. corporate debt, commercial paper, bankers' acceptances and certificates of deposit. 6 140 State Transit Assistance Fund of the County of Riverside, as Administered by the Riverside County Transportation Commission Notes to Financial Statements Note 3. Fund Balance At June 30, 2013, amounts are restricted for apportioned and unallocated amounts and for unpaid allocations by geographic area. For Western County transit programs, commuter rail and bus allocations are in accordance with the Commission's policy. Restricted for allocations available for programming: Western County: Commuter rail $ 8,483,853 Bus 17,443,278 Coachella Valley 5,462,759 Palo Verde Valley 63,616 31,453,506 Restricted for unclaimed allocations: Western County: Commuter rail City of Banning City of Beaumont City of Corona City of Riverside Riverside Transit Agency Coachella Valley: SunLine Transit Agency Palo Verde Valley: Palo Verde Valley Transit Agency 350,000 611,314 275,094 1,450,171 489,750 17,253,410 3,640,438 169,805 24,239,982 Total fund balance $ 55,693,488 7 141 Supplementary Information 142 State Transit Assistance Fund of the County of Riverside, as Administered by the Riverside County Transportation Commission Schedule of Allocations and Disbursements Approved During the Year Year Ended June 30, 2013 California Code of Regulations Current Year Amount Section No. Recipient Allocation Disbursed Reference Western County: City of Beaumont $ 150,000 $ 600,889 6731 City of Corona 382,503 6731 City of Riverside 4,000 - 6731 Riverside Transit Agency 6,107,322 1,189,551 6730 Commission Commuter Rail Program 250,000 - 6730 Total Western County 6,893,825 1,790,440 SunLine Transit Agency 517,281 230,674 6730 Palo Verde Valley Transit Agency 315,000 282,353 6730 $ 7,726,106 $ 2,303,467 8 143 McGladrey LLP 1.1 McGladrey Independent Auditor's Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance With Government Auditing Standards Board of Commissioners Riverside County Transportation Commission Riverside, CA We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the financial statements of the State Transit Assistance Fund of the County of Riverside, as administered by the Riverside County Transportation Commission (the Commission), as of and for the year ended June 30, 2013, and the related notes to the financial statements, and have issued our report thereon dated November 6, 2013. Internal Control Over Financial Reporting In planning and performing our audit of the financial statements, we considered the Commission's internal control over financial reporting (internal control) to determine the audit procedures that are appropriate in the circumstances for the purpose of expressing our opinion on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the Commission's internal control. Accordingly, we do not express an opinion on the effectiveness of the Commission's internal control. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the Commission's financial statements will not be prevented, or detected and corrected, on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be deficiencies, significant deficiencies or material weaknesses. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. Compliance and Other Matters As part of obtaining reasonable assurance about whether the State Transit Assistance Fund's financial statements, as administered by the Commission, are free of material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts and grant agreements, noncompliance with which could have a direct and material effect on the determination of financial statement amounts. This included those provisions of laws and regulations identified in the Transportation 9 Member of the RSM International network of Independent accounting, tax and consutF,tt f rms Development Act of 1971, as amended, and corresponding regulations of the California Government Code. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the Commission's internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Commission's internal control and compliance. Accordingly, this communication is not suitable for any other purpose Irvine, CA November 6, 2013 10 145 ATTACHMENT 4 Proposition 1B Rehabilitation, Safety and Security Project Accounts, Accounts of the Riverside County Transportation Commission Financial and Compliance Report Year Ended June 30, 2013 111 ■ u u i u u u i u t-i i • . u u i McGladrey 146 Assurance Tax Consulting Contents Independent Auditor's Report on the Financial Statements Accompanied by Supplementary Information 1-2 Financial Statements Balance Sheets 3 Statements of Revenues, Expenditures and Change in Account Fund Balance 4 Notes to Financial Statements 5-7 Supplementary Information Combining Balance Sheets —By Project 8-9 Combining Statements of Revenues, Expenditures and Change in Account Fund Balance —By Project 10-11 Independent Auditor's Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance With Government Auditing Standards 12-13 147 .1<Cln<li,y LLP McGladrey Independent Auditor's Report on the Financial Statements Accompanied by Supplementary Information Board of Commissioners Riverside County Transportation Commission Riverside, CA Report on the Financial Statements We have audited the accompanying financial statements of the Proposition 1B Rehabilitation, Safety and Security Project Accounts, accounts of the Riverside County Transportation Commission (the Commission), as of and for the years ended June 30, 2013 and 2012, and the related notes to the financial statements, as listed in the table of contents. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor's Responsibility Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Proposition 1B Rehabilitation, Safety and Security Project Accounts of the Commission as of June 30, 2013 and 2012, and the changes in its financial position for the years then ended in accordance with accounting principles generally accepted in the United States of America. 1 Member of the RSM International network of independent accounting, tax and consult r rns. Emphasis of Matter As discussed in Note 1 to the financial statements, the financial statements present only the Proposition 1B Rehabilitation, Safety and Security Project Accounts and do not purport to, and do not, present fairly the financial position of the Commission as of June 30, 2013 and 2012, and the changes in its financial position for the years then ended, in conformity with accounting principles generally accepted in the United States of America. Our opinion is not modified with respect to this matter. Other Matters Required Supplementary Information Management has omitted a Management's Discussion and Analysis that accounting principles generally accepted in the United States of America require to be presented to supplement the financial statements. Such missing information, although not a part of the financial statements, is required by the Governmental Accounting Standards Board, who considers it to be an essential part of financial reporting for placing the financial statements in an appropriate operational, economic or historical context. Our opinion on the financial statements is not affected by this missing information. Other Information Our audits were conducted for the purpose of forming an opinion on the basic financial statements of the Proposition 1B Rehabilitation, Safety and Security Project Accounts, accounts of the Commission, taken as a whole. The schedules, listed in the table of contents as supplementary information, are presented for purposes of additional analysis and are not a required part of the basic financial statements. The supplementary information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the basic financial statements or to the basic financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the schedules are fairly stated in all material respects, in relation to the basic financial statements as a whole. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our reports dated November 6, 2013 and November 5, 2012 on our consideration of the Commission's internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts, grant agreements and other matters. The purpose of those reports is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the internal control over financial reporting or on compliance. Those reports are an integral part of an audit performed in accordance with Government Auditing Standards in considering the Commission's internal control over financial reporting and compliance. le -)1(4.4.7 z - Irvine, CA November 6, 2013 2 149 Proposition 1B Rehabilitation, Safety and Security Project Accounts, Accounts of the Riverside County Transportation Commission Balance Sheets June 30, 2013 and 2012 Assets Cash and investments in Riverside County Pooled Investment Fund Interest receivable Total assets Liabilities and Account Fund Balance 2013 2012 PTMISEA $ 1,697,066 1,200 $ 1,698,266 CTSGP-CTAF Total PTMISEA CTSGP-CTAF Total $ 775,952 $ 2,473,018 $ 1,689,577 $ 642,757 $ 2,332,334 392 1,592 2,470 350 2,820 $ 776,344 $ 2,474,610 $ 1,692,047 $ 643,107 $ 2,335,154 Liabilities Accounts payable Total liabilities Account Fund Balance Restricted: Rail projects Total account fund balance Total liabilities and account fund balance See Notes to Financial Statements. $ 311,182 $ 311,182 $ 311,182 $ 310,399 $ 311,182 310,399 $ 310,399 310,399 1,387,084 1,387,084 776,344 2,163,428 1,381,648 643,107 2,024,755 776,344 2,163,428 1,381,648 643,107 2,024,755 $ 1,698,266 $ 776,344 $ 2,474,610 $ 1,692,047 $ 643,107 $ 2,335,154 3 150 Proposition 1B Rehabilitation, Safety and Security Project Accounts, Accounts of the Riverside County Transportation Commission Statements of Revenues, Expenditures and Change in Account Fund Balance Years Ended June 30, 2013 and 2012 2013 2012 PTMISEA CTSGP-CTAF Total PTMISEA CTSGP-CTAF Total Revenues: State allocations Interest Total revenues Expenditures: Rail Excess of revenues over (under) expenditures $ $ 350,248 $ 350,248 $ $ 350,280 $ 350,280 5,436 1,770 7,206 12,071 2,115 14,186 5,436 352,018 357,454 12,071 352,395 364,466 218,781 218,781 2,157,740 256,958 2,414,698 5,436 133,237 138,673 (2,145,669) 95,437 (2,050,232) Other financing sources (uses): Transfers in 1,385,101 - 1,385,101 1,576,593 - 1,576,593 Transfers out (1,385,101) - (1,385,101) (1,576,593) - (1,576,593) Total other financing sources (uses) - - - - Net change in account fund balance 5,436 133,237 138,673 (2,145,669) 95,437 (2,050,232) Account fund balance, beginning of year 1,381,648 643,107 2,024,755 3,527,317 547,670 4,074,987 Account fund balance, end of year $ 1,387,084 $ 776,344 $ 2,163,428 $ 1,381,648 $ 643,107 $ 2,024,755 See Notes to Financial Statements. 4 151 Proposition 1B Rehabilitation, Safety and Security Project Accounts, Accounts of the Riverside County Transportation Commission Notes to Financial Statements Note 1. Nature of Operations and Summary of Significant Accounting Policies Nature of operations: On November 7, 2006, the voters of California approved the Highway Safety, Traffic Reduction, Air Quality, and Port Security Bond Act of 2006 (Proposition 1 B). Proposition 1B included a state program of funding in the amount of $4 billion and $1 billion to be deposited in the Public Transportation Modernization, Improvement, and Service Enhancement Account (PTMISEA) and Transit System Safety, Security, and Disaster Response Account (TSSSDRA), respectively. The California Transit Security Grant Program —California Transit Assistance Fund (CTSGP-CTAF) is a TSSSDRA program. The PTMISEA funds, which are administered by the California Department of Transportation (Caltrans), and the CTSGP-CTAF funds, which are administered by the California Emergency Management Agency (CaIEMA), are to be made available to project sponsors in California for eligible public transportation projects and related security and safety projects, respectively. The Riverside County Transportation Commission (the Commission) owns and operates five commuter rail stations and a transit center in Riverside County (the County). As a project sponsor, the Commission has applied for and obtained approval for PTMISEA and CTSGP-CTAF funds for various projects related to its commuter rail stations. These funds are accounted for in the Measure A Western County Rail Special Revenue Fund in project accounts (the Accounts). The significant revenue to the Accounts is derived from allocations approved by the Controller of the State of California (the Controller). The accounting policies of the Commission conform to accounting principles generally accepted in the United States of America as applicable to governmental units. A summary of the Commission's significant accounting policies is as follows: Presentation: The accompanying financial statements of the Accounts are intended to present the financial position and the changes in financial position of only that portion of the governmental activities of the Commission that is attributable to the transactions of the PTMISEA and CTSGP-CTAF, accounts of the Commission. They do not purport to, and do not, present fairly the financial position of the Commission as of June 30, 2013 and 2012 and the changes in its financial position for the years then ended, in conformity with accounting principles generally accepted in the United States of America. Basis of accounting: In accordance with the requirements for governmental funds, the modified accrual basis of accounting is followed in the PTMISEA and CTSGP-CTAF Accounts. Under the modified accrual basis of accounting, expenditures are recorded when they are expected to be liquidated with expendable available resources, and revenue is recorded when it becomes both measurable and available. "Measurable" means the amount of the transaction can be determined, and "available" means collectible within the current period, or soon enough thereafter to be used to pay liabilities of the current period. For this purpose, the Commission considers revenues to be available if they are collected within 180 days of the end of the current fiscal period. Those revenues susceptible to accrual include PTMISEA and CTSGP-CTAF allocations and interest revenue. For the year ended June 30, 2013, the Commission recognized revenues related to an allocation of $350,248 for the Station Security project. For the year ended June 30, 2012, the Commission recognized revenues related to allocations of $350,280 for the Station Security project. 5 152 Proposition 1B Rehabilitation, Safety and Security Project Accounts, Accounts of the Riverside County Transportation Commission Notes to Financial Statements Note 1. Nature of Operations and Summary of Significant Accounting Policies (Continued) Funding: Project sponsors may submit applications for funding of eligible transit capital projects to Caltrans or CalEMA, which approve projects for funding related to PTMISEA and CTSGP-CTAF, respectively. PTMISEA eligible projects include rehabilitation, safety or modernization improvements; capital service enhancements or expansions; new capital projects; bus rapid transit improvements; and rolling stock procurement, rehabilitation, expansion or replacement. CTSGP-CTAF eligible projects include capital projects that provide increased protection against a security or safety threat; increase the capacity of transit operators to prepare for disaster -response transportation systems to move people, goods, emergency personnel and equipment in the aftermath of a disaster; and other allowable costs under California Government Code 16727(a). The Controller will disburse funds upon receipt of the approved PTMISEA and CTSGP-CTAF projects. Funds must be encumbered within three years of receipt and must be expended within three years of being encumbered. Cash: It is the Commission's policy to deposit all funds received in the Riverside County Pooled Investment Fund (RCPIF) for investment until the funds are required for disbursement. Interest income is earned while these funds are so deposited. Account fund balance restrictions: The Accounts report restricted account fund balances to show the level of constraint governing the use of the funds. Restricted account fund balances are restricted for specific purposes by third parties. Expenditures: Expenditures represent rail capital projects as identified in PTMISEA and CTSGP-CTAF applications submitted by the Commission. For the year ended June 30, 2013, the Commission incurred qualifying expenditures of $218,781 for the Station Security project. For the year ended June 30, 2012, the Commission incurred qualifying expenditures of $591,740 for the Perris Multimodal Facility project, $1,565,907 for the Rail Cars project, $93 for the La Sierra Parking Lot project, and $256,958 for the Station Security project, for a total of $2,414,698. Transfers: Transfers represent the reallocation of PTMISEA and CTSGP-CTAF funds available from a rail capital project to another rail capital project following approval by the respective state agency. For the year ended June 30, 2013, the Commission transferred $641,151 from the Station Rehabilitation project, $731,112 from the La Sierra Parking Lot project, and $12,838 from the Rail Cars project, for a total of $1,385,101, to the CCTV Operations Center project as a result of approval from Caltrans in May 2013. For the year ended June 30, 2012, the Commission transferred $1,291,855 from the Station Rehabilitation project, $84,524 from the La Sierra Parking Lot project, and $200,214 from the CCTV Operations Center project, for a total of $1,576,593, to the Rail Cars project as a result of approval from Caltrans in January 2012. Note 2. Cash and Investments With County Treasurer The funds in the RCPIF are pooled with those of other entities and invested in accordance with the County's investment policy. These pooled funds are carried at fair value. Fair value is based on quoted market prices and/or direct bids, when needed, from government dealers on some variable or floating rate items. The Commission is a voluntary participant in the pool. An Investment Oversight Committee has been established by the County, which acts as a regulator of the pool. 6 153 Proposition 1B Rehabilitation, Safety and Security Project Accounts, Accounts of the Riverside County Transportation Commission Notes to Financial Statements Note 2. Cash and Investments With County Treasurer (Continued) As of June 30, 2013 and 2012, the Account has $2,473,018 and $2,332,334, respectively, included in the Commission's investment with the RCPIF, with an average maturity of 514 days and 438 days, respectively. Interest rate risk: While the Commission does not have a formal policy related to the interest rate risk of investments, the Commission's investment policy follows the California Government Code as it relates to limits on investment maturities as a means of managing exposure to fair value losses arising from increasing interest rates. Credit risk: As of June 30, 2013 and 2012, the Commission's investment in the RCPIF was rated Aaa-/bf by Moody's Investors Service and AAA/V1 by Fitch Ratings. The Commission's investment policy only requires credit quality ratings for repurchase agreements, U.S. corporate debt, commercial paper, bankers' acceptances, and certificates of deposit. 7 154 Supplementary Information 155 Proposition 1B Rehabilitation, Safety and Security Project Accounts, Accounts of the Riverside County Transportation Commission Combining Balance Sheet —By Project June 30, 2013 PTMISEA CTSGP-CTAF Perris Multimodal Station La Sierra Rail CCTV Operations Station Assets Facility Rehabilitation Parking Lot Cars Center Total Security Total Cash and investments in Riverside County Pooled Investment Fund $ 311,965 $ - $ $ $ 1,385,101 $ 1,697,066 $ 775,952 $ 2,473,018 Interest receivable 220 980 1,200 392 1,592 Total assets $ 312,185 $ - $ $ $ 1,386,081 $ 1,698,266 $ 776,344 $ 2,474,610 Liabilities and Account Fund Balance Liabilities Accounts payable $ 311,182 $ $ $ $ $ 311,182 $ $ 311,182 Total liabilities 311,182 311,182 311,182 Account Fund Balance Restricted: Rail projects 1,003 1,386,081 1,387,084 776,344 2,163,428 Total account fund balance 1,003 1,386,081 1,387,084 776,344 2,163,428 Total liabilities and account fund balance $ 312,185 $ $ $ $ 1,386,081 $ 1,698,266 $ 776,344 $ 2,474,610 8 156 Proposition 1B Rehabilitation, Safety and Security Project Accounts, Accounts of the Riverside County Transportation Commission Combining Balance Sheet -By Project June 30, 2012 PTMISEA CTSGP-CTAF Perris Multimodal Station La Sierra Rail CCTV Operations Station Assets Facility Rehabilitation Parking Lot Cars Center Total Security Total Cash and investments in Riverside County Pooled Investment Fund $ 310,119 $ 639,538 $ 729,272 $ 11,881 $ (1,233) $ 1,689,577 $ 642,757 $ 2,332,334 Interest receivable 280 - 957 1,233 2,470 350 2,820 Total assets $ 310,399 $ 639,538 $ 729,272 $ 12,838 $ - $ 1,692,047 $ 643,107 $ 2,335,154 Liabilities and Account Fund Balance Liabilities Accounts payable $ 310,399 $ $ - $ $ $ 310,399 $ $ 310,399 Total liabilities 310,399 - 310,399 310,399 Account Fund Balance Restricted: Rail projects 639,538 729,272 12,838 1,381,648 1,381,648 Total account fund balance 639,538 729,272 12,838 Total liabilities and account fund balance $ 310,399 $ 639,538 $ 729,272 $ 12 838 $ 9 $ 1,692.047 643,107 2,024,755 643,107 2,024,755 $ 643,107 $ 2,335 154 157 Proposition 1B Rehabilitation, Safety and Security Project Accounts, Accounts of the Riverside County Transportation Commission Combining Statement of Revenues, Expenditures and Change in Account Fund Balance -By Project Year Ended June 30, 2013 PTMISEA CTSGP-CTAF Perris CCTV Multimodal Station La Sierra Rail Operations Station Facility Rehabilitation Parking Lot Cars Center Total Security Total Revenues: State allocations $ - $ - $ - $ $ - $ $ 350,248 $ 350,248 Interest 1,003 1,613 1,840 980 5,436 1,770 7,206 Total revenues 1,003 1,613 1,840 980 5,436 352,018 357,454 Expenditures: Rail 218,781 218,781 Excess of revenues over (under) expenditures 1,003 1,613 1,840 980 5,436 133,237 138,673 Other financing sources (uses): Transfers in 1,385,101 1,385,101 1,385,101 Transfers out (641,151) (731,112) (12,838) (1,385,101) (1,385,101) Total other financing sources (uses) - (641,151) (731,112) (12,838) 1,385,101 Net change in account fund balance 1,003 (639,538) (729,272) (12,838) 1,386,081 5,436 133,237 138,673 Account fund balance, beginning of year - 639,538 729,272 12,838 - 1,381,648 643,107 2,024,755 Account fund balance, end of year $ 1,003 $ - $ $ - $ 1,386,081 $ 1,387,084 $ 776,344 $ 2,163,428 10 158 Proposition 1B Rehabilitation, Safety and Security Project Accounts, Accounts of the Riverside County Transportation Commission Combining Statement of Revenues, Expenditures and Change in Account Fund Balance -By Project Year Ended June 30, 2012 PTMISEA CTSGP-CTAF Perris CCTV Multimodal Station La Sierra Rail Operations Facility Rehabilitation Parking Lot Cars Center Total Station Security Total Revenues: State allocations $ - $ - $ $ $ $ - $ 350,280 $ 350,280 Interest 1,996 4,198 3,511 2,152 214 12,071 2,115 14,186 Total revenues 1,996 4,198 3,511 2,152 214 12,071 352,395 $ 364,466 Expenditures: Rail 591,740 - 93 1,565,907 2,157,740 256,958 2,414,698 Excess of revenues over (under) expenditures (589,744) 4,198 3,418 (1,563,755) 214 (2,145,669) 95,437 (2,050,232) Other financing sources (uses): Transfers in - - 1,576,593 1,576,593 1,576,593 Transfers out (1,291,855) (84,524) - (200,214) (1,576,593) (1,576,593) Total other financing sources (uses) - (1,291,855) (84,524) 1,576,593 (200,214) - - Net change in account fund balance (589,744) (1,287,657) (81,106) 12,838 (200,000) (2,145,669) 95,437 (2,050,232) Account fund balance, beginning of year 589,744 1,927,195 810,378 200,000 3,527,317 547,670 4,074,987 Account fund balance, end of year $ - $ 639,538 $ 729,272 $ 12,838 $ - $ 1,381,648 $ 643,107 $ 2,024,755 11 159 McGladrey LLP McGladrey Independent Auditor's Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance With Government Auditing Standards Board of Commissioners Riverside County Transportation Commission Riverside, CA We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the financial statements of the Proposition 1B Rehabilitation, Safety and Security Project Accounts, accounts of the Riverside County Transportation Commission (the Commission), as of and for the years ended June 30, 2013 and 2012, and the related notes to the financial statements, and have issued our report thereon dated November 6, 2013. Internal Control Over Financial Reporting In planning and performing our audit of the financial statements, we considered the Commission's internal control over financial reporting (internal control) to determine the audit procedures that are appropriate in the circumstances for the purpose of expressing our opinion on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the Commission's internal control. Accordingly, we do not express an opinion on the effectiveness of the Commission's internal control. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the entity's financial statements will not be prevented, or detected and corrected, on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. Compliance and Other Matters As part of obtaining reasonable assurance about whether the Proposition 1B Rehabilitation, Safety and Security Project Accounts' financial statements, accounts of the Commission, are free of material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts and grant agreements, noncompliance with which could have a direct and material effect on the determination of financial statement amounts. This included those provisions of laws and regulations identified in the Transportation Development Act of 1971, as amended, and corresponding regulations of the California Government Code. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. 12 Member of the RSM International network of independent accounting, tax and consu I gjirn s Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the Commission's internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Commission's internal control and compliance. Accordingly, this communication is not suitable for any other purpose. Irvine, CA November 6, 2013 13 161 Riverside County Transportation Commission Compliance Report June 30, 2013 McGladrey 162 Assurance Tax Consulting Contents Schedule of Expenditures of Federal Awards 1 Notes to Schedule of Expenditures of Federal Awards 2 Independent Auditor's Report on: Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance With Government Auditing Standards 3-4 Compliance With Requirements That Could Have a Direct and Material Effect on Its Major Program and Internal Control Over Compliance in Accordance With OMB Circular A-133, and on the Schedule of Expenditures of Federal Awards 5-6 Schedule of Findings and Questioned Costs 7-8 Summary Schedule of Prior Year Audit Findings 9 163 Riverside County Transportation Commission Schedule of Expenditures of Federal Awards Year Ended June 30, 2013 Federal Grantor/Pass-Through Grantor/ Program or Cluster Title U.S. Department of Transportation: Highway Planning and Construction Program: Pass -through State Department of Transportation: 60/215 East Junction State Route 91 Utilities Relocation SR91/SR71 Junction Regional Rideshare 1215 at Blaine Street ARRA - 74/215 Interchange Pass -through Orange County Transportation Authority: Regional Ridematching Pass -through Ventura County Transportation Commission: Regional Ridematching Total Highway Planning and Construction Program Federal Transit, Formula Grant: Urbanized Area Formula: Direct Program, Perris Valley Line Total Federal Transit, Formula Grant Public Transportation Research: Pass -through State Department of Transportation: Rising Stars in Transit Total Public Transportation Research Job Access and Reverse Commute Program (JARC): Pass -through SunLine Transit Agency: JARC Grant 5316 JARC Grant Pass -through Riverside Transit Agency: JARC Grant 5316 Total Job Access and Reverse Commute Program New Freedom Program: Pass -through SunLine Transit Agency: New Freedom 5317 Pass -through Riverside Transit Agency: New Freedom 5317 Total New Freedom Program Total expenditures of federal awards * Denotes major program See Notes to Schedule of Expenditures of Federal Awards. Catalog of Federal Domestic Assistance Number 20.205 20.205 20.205 20.205 20.205 ARRA-20.205 Pass -Through Entity/ Identifying Number 07-31-082-01 08-31-002-02 08-31-033-02 08-41-042-00 13-31-073-00 10-31-025-03 20.205 11-41-139-00/C-1-2877 20.205 MOU RS0506/06-41-082-07 Federal Expenditures $ 5,303 1,609,286 3,832,632 32,805 863,164 241,851 50,199 13,730 6,648,970 20.507* CA-90-Y827-00/CA-95-X135-00 4,649,405 20.514 MOU M-004-10/10-25-089-00 20.516 20.516 20.516 20.521 20.521 CA -37-X148-01 MOU 11-26-072-00 CA -37-X158-00 CA -57-X063-01 CA -57-X068-00 4,649,405 14,124 14,124 6,253 22,576 22,779 51,608 3,179 10,314 13,493 $11,377,600 1 164 Riverside County Transportation Commission Notes to Schedule of Expenditures of Federal Awards Note 1. Basis of Presentation The accompanying schedule of expenditures of federal awards (the Schedule) presents the activity of all federal award programs of the Riverside County Transportation Commission (the Commission) for the year ended June 30, 2013. The Schedule includes federal awards received directly from federal agencies, as well as federal awards passed through other agencies. The Commission's reporting entity is defined in Note 1 to the Commission's basic financial statements. Because the Schedule presents only a selected portion of the operations of the Commission, it is not intended to, and does not, present the financial position of the Commission. The accompanying Schedule is presented on the modified -accrual basis of accounting. Expenditures are recognized following the cost principles contained in Office of Management and Budget (OMB) Circular A-87, Cost Principles for State, Local and Indian Tribal Governments, wherein certain types of expenditures are not allowable or are limited as to reimbursement. The information in this Schedule is presented in accordance with the requirements of OMB Circular A-133, Audits of States, Local Governments, and Non -Profit Organizations. Therefore, some amounts presented in this Schedule may differ from amounts presented in, or used in the preparation of, the basic financial statements. Note 2. Subrecipients Of the federal expenditures presented in the Schedule, the Commission did not provide any federal awards to subrecipients for the fiscal year ended June 30, 2013. 2 165 McGladrey LLP 1.1 McGladrey Independent Auditor's Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance With Government Auditing Standards Board of Commissioners Riverside County Transportation Commission Riverside, CA We have audited the financial statements of the governmental activities, each major fund and the aggregate remaining fund information of the Riverside County Transportation Commission (the Commission) as of and for the year ended June 30, 2013, which collectively comprise the Commission's basic financial statements, and have issued our report thereon dated November 6, 2013. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Internal Control Over Financial Reporting Management of the Commission is responsible for establishing and maintaining effective internal control over financial reporting. In planning and performing our audit, we considered the Commission's internal control over financial reporting as a basis for designing our auditing procedures for the purpose of expressing our opinions on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the Commission's internal control over financial reporting. Accordingly, we do not express an opinion on the effectiveness of the Commission's internal control over financial reporting. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the entity's financial statements will not be prevented, or detected and corrected, on a timely basis. Our consideration of internal control over financial reporting was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control over financial reporting that might be deficiencies, significant deficiencies or material weaknesses. We did not identify any deficiencies in internal control over financial reporting that we consider to be material weaknesses, as defined previously. 3 Member of the RSM International network of Independent accounting, tax and consuiiregums. Compliance and Other Matters As part of obtaining reasonable assurance about whether the Commission's financial statements are free of material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts and grant agreements, noncompliance with which could have a direct and material effect on the determination of financial statement amounts. This included those provisions of laws and regulations identified in the Transportation Development Act of 1971, as amended, and corresponding regulations of the California Government Code. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. This report is intended solely for the information and use of the Board of Commissioners, the Audit Ad Hoc Committee, management, federal awarding agencies and pass -through entities, and is not intended to be, and should not be, used by anyone other than these specified parties. G -/ Irvine, CA November 6, 2013 4 167 McGladrey LLP McGladrey Independent Auditor's Report on Compliance With Requirements That Could Have a Direct and Material Effect on Its Major Program and Internal Control Over Compliance in Accordance With OMB Circular A-133, and on the Schedule of Expenditures of Federal Awards Board of Commissioners Riverside County Transportation Commission Riverside, CA Compliance We have audited the Riverside County Transportation Commission's (the Commission) compliance with the types of compliance requirements described in the U.S. Office of Management and Budget (OMB) Circular A-133 Compliance Supplement that could have a direct and material effect on the Commission's major federal program for the year ended June 30, 2013. The Commission's major federal program is identified in the Summary of Auditor's Results section of the accompanying Schedule of Findings and Questioned Costs. Compliance with the requirements of laws, regulations, contracts and grants applicable to its major federal program is the responsibility of the Commission's management. Our responsibility is to express an opinion on the Commission's compliance based on our audit. We conducted our audit of compliance in accordance with auditing standards generally accepted in the United States of America; the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States; and OMB Circular A-133, Audits of States, Local Governments and Non -Profit Organizations. Those standards and OMB Circular A-133 require that we plan and perform the audit to obtain reasonable assurance about whether noncompliance with the types of compliance requirements referred to above that could have a direct and material effect on the major federal program occurred. An audit includes examining, on a test basis, evidence about the Commission's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Our audit does not provide a legal determination on the Commission's compliance with those requirements. In our opinion, the Commission complied, in all material respects, with the compliance requirements referred to above that could have a direct and material effect on its major federal program for the year ended June 30, 2013. Internal Control Over Compliance The management of the Commission is responsible for establishing and maintaining effective internal control over compliance with requirements of laws, regulations, contracts and grants applicable to federal programs. In planning and performing our audit, we considered the Commission's internal control over compliance with the requirements that could have a direct and material effect on a major federal program in order to determine the auditing procedures for the purpose of expressing our opinion on compliance and to test and report on internal control over compliance in accordance with OMB Circular A-133, but not for the purpose of expressing an opinion on the effectiveness of internal control over compliance. Accordingly, we do not express an opinion on the effectiveness of the Commission's internal control over compliance. 5 Member of the RSMInternational network ofindependent accounting, tax and consulg rms. A deficiency in internal control over compliance exists when the design or operation of a control over compliance does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, noncompliance with a type of compliance requirement of a federal program on a timely basis. A material weakness in internal control over compliance is a deficiency, or combination of deficiencies, in internal control over compliance, such that there is reasonable possibility that material noncompliance with a type of compliance requirement of a federal program will not be prevented, or detected and corrected, on a timely basis. Our consideration of internal control over compliance was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control over compliance that might be deficiencies, significant deficiencies or material weaknesses. We did not identify any deficiencies in internal control over compliance that we consider to be material weaknesses, as defined above. Schedule of Expenditures of Federal Awards We have audited the financial statements of the governmental activities, each major fund and the aggregate remaining fund information of the Commission as of and for the year ended June 30, 2013, which collectively comprise the Commission's basic financial statements, and have issued our report thereon dated November 6, 2013, which contained an unqualified opinion on those financial statements. Our audit was conducted for the purpose of forming our opinions on the financial statements that collectively comprise the Commission's financial statements. The accompanying Schedule of Expenditures of Federal Awards is presented for the purposes of additional analysis as required by OMB Circular A-133, and is not a required part of the financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. The information has been subjected to the auditing procedures applied in the audit of the financial statements and certain other procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the Schedule of Expenditures of Federal Awards is fairly stated, in all material respects, in relation to the financial statements taken as a whole. This report is intended solely for the information and use of the Board of Commissioners, the Audit Ad Hoc Committee, management, federal awarding agencies and pass -through entities, and is not intended to be, and should not be, used by anyone other than these specified parties. Irvine, CA November 6, 2013 6 169 Riverside County Transportation Commission Schedule of Findings and Questioned Costs Year Ended June 30, 2013 I. Summary of Auditor's Results Financial Statements Type of Auditor's Report Issued: Unmodified Internal control over financial reporting: • Material weakness(es) identified? Yes X No • Significant deficiency(ies) identified that are not considered to be material weaknesses? Yes X None Reported Noncompliance material to financial statements noted? Yes X No Federal Awards Internal control over major programs: • Material weakness(es) identified? Yes X No • Significant deficiency(ies) identified that are not considered to be material weaknesses? Yes X None Reported Type of auditor's report issued on compliance for major programs: Unmodified • Any audit findings disclosed that are required to be reported in accordance with Section 510(a) of OMB Circular A-133? Identification of major programs: CFDA Number(s) 20.507 Yes X No Name of Federal Program or Cluster Federal Transit, Formula Grant Dollar threshold used to distinguish between Type A and Type B programs: $ 341,328 Auditee qualified as low -risk auditee? X Yes No 7 170 Riverside County Transportation Commission Schedule of Findings and Questioned Costs (Continued) Year Ended June 30, 2013 11. Financial Statement Findings A. Internal Control Matters None reported. B. Compliance Findings None reported. 111. Findings and Questioned Costs for Federal Awards A. Internal Control None reported. B. Compliance Findings None reported. 8 171 Riverside County Transportation Commission Summary Schedule of Prior Year Audit Findings Year Ended June 30, 2013 There were no audit findings reported for the year ended June 30, 2012. ATTACHMENT 6 McGladrey LLP 1.1 McGladrey Independent Auditor's Report on Compliance With Aspects of Contractual Agreements Board of Commissioners Riverside County Transportation Commission Riverside, CA We have audited, in accordance with auditing standards generally accepted in the United States of America, and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States, the financial statements of the governmental activities, each major fund and the aggregate remaining fund information of the Riverside County Transportation Commission (the Commission) as of and for the year ended June 30, 2013, and the related notes to the financial statements, which collectively comprise the Commission's basic financial statements, and have issued our report thereon, dated November 6, 2013. In connection with our audit, nothing came to our attention that caused us to believe that the Commission failed to comply with the terms, covenants, provisions or conditions of Sections 6.2(g) and 6.2(1) contained in the Reimbursement Agreement, dated April 1, 2012, with Union Bank, N.A., a national banking association organized under the laws of the United States of America, and Bank of Tokyo - Mitsubishi UFJ, Ltd., acting through its New York Branch, a national banking association organized under the laws of the United States of America, relating to the Commercial Paper Notes (Limited Tax Bonds) Series A and Series B, respectively, insofar as they relate to accounting matters. However, our audit was not directed primarily toward obtaining knowledge of such noncompliance. Accordingly, had we performed additional procedures, other matters may have come to our attention regarding the Commission's noncompliance with the above -referenced terms, covenants, provisions or conditions of the Reimbursement Agreement, insofar as they relate to accounting matters. This report is intended solely for the information and use of the Board of Commissioners and management of the Commission, Union Bank, N.A. and Bank of Tokyo -Mitsubishi UFJ, Ltd., and is not intended to be, and should not be, used by anyone other than these specified parties. Irvine, CA November 6, 2013 Member of the RSM International network of Independent accounting, tax and consul17 fyrms. ATTACHMENT 7 Riverside County Transportation Commission Report to the Audit Ad Hoc Committee November 13, 2013 McGladre _ v Assurance ■Tax • Consulting 174 McGladrey LLP McGladrey November 13, 2013 To the Audit Ad Hoc Committee Riverside County Transportation Commission Riverside, CA We are pleased to present this report related to our audit of the basic financial statements and compliance of the Riverside County Transportation Commission (the Commission) as of and for the year ended June 30, 2013. This report summarizes certain matters required by professional standards to be communicated to you in your oversight responsibility for the Commission's financial reporting process. This report is intended solely for the information and use of the Audit Ad Hoc Committee, the Board of Commissioners and management, and is not intended to be, and should not be, used by anyone other than these specified parties. It will be our pleasure to respond to any questions you have regarding this report. We appreciate the opportunity to continue to be of service to the Commission. Member of the RSM International network of Independent accounting, tax and consulfl7 rms. Contents Required Communications 1-2 Summary of Significant Accounting Estimates 3-4 Exhibit —Certain Written Communication Between Management and Our Firm Representation Letter 176 Required Communications Generally accepted auditing standards (AU -C 260, The Auditor's Communication With Those Charged With Governance) require the auditor to promote effective two-way communication between the auditor and those charged with governance. Consistent with this requirement, the following summarizes our responsibilities regarding the financial statement audit as well as observations arising from our audit that are significant and relevant to your responsibility to oversee the financial reporting process: Area Comments Our Responsibilities With Regard to the Financial Statement Audit Overview of the Planned Scope and Timing of the Financial Statement Audit Our responsibilities under auditing standards generally accepted in the United States of America; Government Auditing Standards, issued by the Comptroller General of the United States; the provisions of the Single Audit Act, Office of Management and Budget (OMB) Circular A-133 and OMB's Compliance Supplement, have been described to you in our arrangement letter dated April 9, 2013 and in our meeting with you on July 22, 2013. We have issued a separate communication regarding the planned scope and timing of our audit and have discussed with you our identification of, and planned audit response to, significant risks of material misstatement. Accounting Policies and Practices Preferability of Accounting Policies and Practices Under generally accepted accounting principles, in certain circumstances, management may select among alternative accounting practices. In our view, in such circumstances, management has selected the preferable accounting practice. Adoption of, or Change in, Accounting Policies Management has the ultimate responsibility for the appropriateness of the accounting policies used by the Commission. The Commission did not adopt any significant new accounting policies nor have there been any changes in existing significant accounting policies during the current period. Significant or Unusual Transactions We did not identify any significant or unusual transactions or significant accounting policies in controversial or emerging areas for which there is a lack of authoritative guidance or consensus. 1 177 Area Comments Accounting Policies and Practices Management's Judgments and Accounting (Continued) Estimates Summary information about the process used by management in formulating particularly sensitive accounting estimates and about our conclusions regarding the reasonableness of those estimates is in the attached Summary of Significant Accounting Estimates. Audit Adjustments Uncorrected Misstatements Disagreements With Management Consultations With Other Accountants Significant Issues Discussed With Management Significant Difficulties Encountered in Performing the Audit Certain Written Communication Between Management and Our Firm There were no audit adjustments made to the original trial balance presented to us to begin our audit. However, we were provided two adjustments by management during the course of the audit and those adjustments were evaluated by us as part of our audit. We are not aware of any uncorrected misstatements other than misstatements that are clearly trivial. We encountered no disagreements with management over the application of significant accounting principles, the basis for management's judgments on any significant matters, the scope of the audit, or significant disclosures to be included in the financial statements. We are not aware of any consultations management had with other accountants about accounting or auditing matters. No significant issues arising from the audit were discussed or were the subject of correspondence with management. We did not encounter any significant difficulties in dealing with management during the audit. A copy of a certain written communication between our Firm and the management of the Commission, which is the representation letter provided to us by management, is attached as the Exhibit. 2 178 Riverside County Transportation Commission Summary of Significant Accounting Estimates Year Ended June 30, 2013 Accounting estimates are an integral part of the preparation of financial statements and are based upon management's current judgment. The process used by management encompasses its knowledge and experience about past and current events, and certain assumptions about future events. You may wish to monitor the process used to compute and record these accounting estimates throughout the year. The following describes the significant accounting estimates reflected in the Commission's June 30, 2013 basic financial statements: Estimate Useful Lives of Long - Lived Assets Management's Accounting Policy Estimation Process The estimated useful lives of assets generally have the following ranges: rail stations 10 to 30 years, office furniture and equipment three to five years, and vehicles five years. These assets are depreciated using the straight-line method. Land and rail operating easements are not depreciated and construction in process is not depreciated until ready for service and capitalized. Management reviews for changes in the useful lives of long- lived assets by evaluating prominent events or changes in circumstances affecting capital assets to determine whether impairment of a capital asset has occurred. A capital asset is considered impaired if both the decline in the service utility of the capital asset is large in magnitude and the event or change in circumstances is outside the normal life cycle of the capital asset. Common indicators of impairment include evidence of physical damage where effort is needed to restore service utility, enactment or approval of laws or regulations setting standards that the capital asset would not be able to meet, technological development or evidence of obsolescence, a change in the manner or expected duration of use of a capital asset, or construction stoppage. Basis for Our Conclusions on Reasonableness of Estimate We tested the reasonableness of information underlying management's estimate. Based on our procedures, we concluded that the assigned useful lives of capital assets are reasonable. 3 179 Estimate Pension Obligations and Postemployment Benefits Other Than Pension Accounting Policy Pension and postemployment benefits are recorded at cost based on an estimated annual contribution rate. Management's Estimation Process For postemployment benefits other than pensions, management utilizes an actuarial consulting firm to perform an evaluation using the entry age actuarial cost method. Management reviewed and approved the actuarial assumptions and calculations used to determine the post employment benefit costs. For pension obligations, management utilizes CaIPERS actuaries for cost sharing multiple - employer plans. A cost sharing multiple - employer plan is a pooling arrangement whereby risks, rewards and benefit costs are shared and not attributed individually to any single employer. Management reviewed the actuarial assumptions and calculations used to determine the pension costs. Basis for Our Conclusions on Reasonableness of Estimate We tested the reasonableness of the information underlying the actuarial evaluations. Based on our procedures, we concluded that the costs recorded are reasonable. 4 180 Exhibit —Certain Written Communication Between Management and Our Firm 181 4080 Lemon Street, 3rd Floor • Riverside, CA 92501 Mailing Address: R 0. Box 12008 • Riverside, CA 92502-2208 (951) 787-7141 • Fax (951) 787-7920 • www.rctc.org Riverside County Transportation Commission November 6, 2013 McGladrey LLP 18401 Von Karman Ave., 5th Floor Irvine, CA 92612 This representation letter is provided in connection with your audit of the basic financial statements of the Riverside County Transportation Commission (the Commission), California as of and for the year ended June 30, 2013; the financial statements of the State Transit Assistance Fund (STAF) and Local Transportation Fund (LTF) of the County of Riverside, as administered by the Commission, as of and for the year ended June 30, 2013; and the financial statements of the Proposition 1B Rehabilitation and Security Project Accounts (Prop 1B), accounts of the Commission, as of and for the year ended June 30, 2013 for the purpose of expressing an opinion on whether the financial statements are presented fairly, in all material respects in accordance with accounting principles generally accepted in the United States (U.S. GAAP). We confirm, to the best of our knowledge and belief, as of November 6, 2013, the following representations made to you during your audit: Financial Statements 1. We have fulfilled our responsibilities, as set out in the terms of the audit arrangement letter dated April 9, 2013, for the preparation and fair presentation of the financial statements referred to above in accordance with U.S. GAAP. 2. We acknowledge our responsibility for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. 3. We acknowledge our responsibility for the design, implementation, and maintenance of internal control to prevent and detect fraud. 4. Significant assumptions used by us in making accounting estimates, including those measured at fair value, are reasonable. 5. Related -party transactions, including those with component units for which the Commission is accountable, jointly governed organizations in which the Commission participates, and those with STAF and LTF, as defined in Section 2100 of the Governmental Accounting Standards Board's Codification of Governmental Accounting and Financial Reporting Standards, and interfund transactions, including interfund accounts, advances receivable and payable and interfund transfers, have been recorded in accordance with the economic substance of the transaction and appropriately accounted for and disclosed in accordance with the requirements of U.S. GAAP. In that regard, the Service Authority for Freeway Emergencies (SAFE) is a component unit of the Commission. The jointly governed organizations that the Commission is a member of are the Southern California Regional Rail Authority (SCRRA) and the Riverside Orange Corridor Authority. 182 McGladrey LLP November 6, 2013 Page 2 6. All events subsequent to the date of the financial statements and for which U.S. GAAP requires adjustment or disclosure have been adjusted or disclosed. 7. The effects of all known actual or possible litigation and claims have been accounted for and disclosed in accordance with U.S. GAAP. 8. The following have been properly recorded and/or disclosed in the financial statements: a. Net positions and fund balance classifications. b. Security agreements in effect under the Uniform Commercial Code. c. Revenues which were pledged as collateral for debt liability. d. The fair value of investments. e. Amounts of contractual obligations for construction and purchase of real property or equipment not included in the liabilities or encumbrances recorded on the books. f. Debt issue provisions. g. All leases and material amounts of rental obligations under long-term leases. h. All significant estimates and material concentrations known to management which are required to be disclosed. i. Authorized but unissued bonds and/or notes. j. Risk financing activities. k. Derivative financial instruments reported as hedges. I. The effect on the financial statements of GASB Statement No. 66, Technical Correction — 2012 — an amendment of GASB Statements No. 10 and No. 62 and GASB Statement No. 68, Accounting and Financial Reporting for Pensions, which have been issued, but which we have not yet adopted. m. Deposits and investment securities categories of risk. n. Credit facility related to variable rate demand bonds. 9. We have no plans or intentions that may materially affect the carrying value or classification of assets. In that regard: a. The Commission has no significant amounts of idle property and equipment or property or equipment. b. The Commission has no plans or intentions to discontinue the operations of any activities or programs or to discontinue any significant operations. 10. We are responsible for making the accounting estimates included in the financial statements. Those estimates reflect our judgment based on our knowledge and experience about past and current events and our assumptions about conditions we expect to exist and courses of action we expect to take. In that regard, adequate provisions have been made: a. To reduce receivables to their estimated net collectable amounts. 183 McGladrey LLP November 6, 2013 Page 3 b. For pension obligations, post -retirement benefits other than pensions, and deferred compensation agreements attributable to employee services rendered through June 30, 2013. 11. There are no: a. Material transactions that have not been properly recorded in the accounting records underlying the financial statements. b. Violations or possible violations of laws or regulations whose effects should be considered for disclosure in the financial statements or as a basis for recording a loss contingency. In that regard, we specifically represent that we have not been designated as, or alleged to be, a "potentially responsible party" by the Environmental Protection Agency in connection with any environmental contamination. c. Other material liabilities or gain or loss contingencies that are required to be accrued or disclosed by the Contingencies Topic of the FASB Accounting Standards Codification or the Governmental Accounting Standards Board's Codification of Governmental Accounting and Financial Reporting Standards. d. Allocations to LTF or STAF claimants which are in violation of the statute of limitations as outlined in the Transportation Development Act. e. Guarantees, whether written or oral, under which the Commission is contingently liable. f. Arrangements with financial institutions involving compensating balances or other arrangements involving restrictions on cash balances. g. Agreements to repurchase assets previously sold. h. Other liens or encumbrances on assets or any assets which were pledged as collateral for any liability or which were subordinated in any way. i. Line of credit or similar arrangements. j. Liabilities which are subordinated in any way to any other actual or possible liabilities. k. Debt issue repurchase options or agreements, or sinking fund debt repurchase ordinance requirements. I. Special and extraordinary items. m. Arbitrage rebate liabilities. n. Impairment of capital assets. o. Inventories. p. Investments, intangibles or other assets that have permanently declined in value. q. Provisions necessary for risk retention, including uninsured losses or loss retentions (deductibles) attributable to events occurring through June 30, 2013 and/or for expected retroactive insurance premium adjustments applicable to periods through June 30, 2013. r. Material losses to be sustained as a result of purchase or service commitments. s. Environmental clean-up obligations. 184 McGladrey LLP November 6, 2013 Page 4 12. There are no unasserted claims or assessments that our lawyer has advised us are probable of assertion and must be disclosed in accordance with Statement of Financial Accounting Standards No.5 and/or GASB Statement No.10. 13. We have no direct or indirect, legal or moral obligation for any debt of any organization, public or private, that is not disclosed in the financial statements. 14. The Commission has satisfactory title to all owned assets. 15. We have complied with all aspects of contractual agreements that would have a material effect on the financial statements in the event of noncompliance. In connection therewith, we specifically represent that we are responsible for determining that we are subject to the requirements of the Single Audit Act and OMB Circular No. A-133, because we have received, expended, or otherwise been the beneficiary of the required amount of federal awards during the period of this audit. 16. We have identified for you all of our funds and governmental functions. 17. We have properly classified all funds and activities. 18. We have properly determined and reported the major governmental funds based on the required quantitative criteria. We have determined the Commercial Paper and Sales Tax Bonds Capital Projects funds to be major for public interest reasons. We believe that all judgmentally determined major funds are particularly important to the financial statement users. 19. Net positions (net investment in capital assets; restricted; and unrestricted) and fund balance restrictions, commitments and assignments are properly classified and, if applicable, approved. 20. Expenses or expenditures have been appropriately classified in or allocated to functions and programs in the statement of activities, and allocations have been made on a reasonable basis. 21. Revenues are appropriately classified in the statements of activities within program revenues and general revenues. 22. Capital assets, including amounts for right-of-way, are properly capitalized, reported, and depreciated if applicable. 23. Land and land improvements capitalized represent purchases for projects that will either stay in capital assets or be converted to intangible assets. The Commission has incurred certain costs related to the 91 Corridor Improvement Project (CIP) and 1-15 CIP that have been recorded in the Measure A Western County special revenue fund that were funded with transfers from the capital project funds. As of June 30, 2013, the Commission and Caltrans have not had negotiations regarding the potential of transferring land held by the Commission to Caltrans, thus the capital asset classification is appropriate. All amounts capitalized into land have title in the name of the Commission. 24. We agree with the findings of specialists Fieldman, Rolapp & Associates in evaluating the mark -to -market fair value of the forward starting interest rate swap agreements and have adequately considered the qualifications of the specialists in determining the amounts and disclosures used in the financial statements and underlying accounting records. We did not give or cause any instructions to be given to specialists with respect to the values or amounts derived in an attempt to bias their work, and we are not 185 McGladrey LLP November 6, 2013 Page 5 otherwise aware of any matters that have had an impact on the independence or objectivity of the specialists. 25. In considering the disclosures that should be made about risks and uncertainties, we have concluded that all significant estimates and material concentrations known to management, which are required to be disclosed in accordance with the American Institute of Certified Public Accountants' (AICPA) Statement of Position No. 94-6, Disclosure of Certain Significant Risks and Uncertainties. 26. We have no knowledge of any uncorrected misstatements in the financial statements. Information Provided 27. We have provided you with: a. Access to all information, of which we are aware that is relevant to the preparation and fair presentation of the financial statements such as records, documentation, and other matters. b. Additional information that you have requested from us for the purpose of the audit. c. Unrestricted access to persons within the Commission from whom you determined it necessary to obtain audit evidence. d. Minutes of the meetings of the Board of Commissioners or summaries of actions of recent meetings for which minutes have not yet been prepared. 28. All transactions have been recorded in the accounting records and are reflected in the financial statements. 29. We have no knowledge of allegations of fraud or suspected fraud, affecting the Commission's financial statements involving: a. Management. b. Employees who have significant roles in the internal control. c. Others where the fraud could have a material effect on the financial statements. 30. We have no knowledge of any allegations of fraud or suspected fraud affecting the Commission's financial statements received in communications from employees, former employees, analysts, regulators, or others. 31. We have no knowledge of noncompliance or suspected noncompliance with laws and regulations whose effects were considered when preparing financial statements. 32. We have disclosed to you all known actual or possible litigation and claims whose effects should be considered when preparing the financial statements. 33. We have disclosed to you the identity of the Commission's related parties and all the related -party relationships and transactions of which we are aware. 34. We are aware of no significant deficiencies, including material weaknesses, in the design or operation of internal controls that could adversely affect the Commission's ability to record, process, summarize, and report financial data. 186 McGladrey LLP November 6, 2013 Page 6 35. We are aware of no communications from regulatory agencies concerning noncompliance with, or deficiencies in, financial reporting practices. Supplementary Information 36. With respect to supplementary information presented in relation to the financial statements as a whole: a. We acknowledge our responsibility for the presentation of such information. b. We believe such information, including its form and content, is fairly presented in accordance with U.S. GAAP. c. The methods of measurement or presentation have not changed from those used in the prior period. d. There were no significant assumptions or interpretations used regarding the measurement or presentation of such information. 37. With respect to required supplementary information including the management's discussion and analysis, budgetary comparison schedules and funding progress for postretirement health care presented as required by U.S. GAAP to supplement the basic financial statements: a. We acknowledge our responsibility for the presentation of such required supplementary information. b. We believe such required supplementary information is measured and presented in accordance with guidelines prescribed by U.S. GAAP. c. The methods of measurement or presentation have not changed from those used in the prior period. d. There were no significant assumptions or interpretations regarding the measurement or presentation of such information. 38. During the course of your audit, you may have accumulated records containing data that should be reflected in our books and records. All such data have been so reflected. Accordingly, copies of such records in your possession are no longer needed by us. Compliance Considerations In connection with your audit, conducted in accordance with Government Auditing Standards, we confirm: 39. We are responsible for: a. Compliance with the laws, regulations, and provisions of contracts and grant agreements applicable to the Commission. b. Establishing and maintaining effective internal control over financial reporting. 40. We have identified and disclosed to you: a. All laws, regulations, and provisions of contracts and grant agreements that have a direct and material effect on the determinations of financial statement amounts or other financial data significant to audit objectives. 187 McGladrey LLP November 6, 2013 Page 7 b. That there were no violations (or possible violations) of laws, regulations, and provisions of contracts and grant agreements whose effects should be considered for disclosure in the auditor's report on noncompliance. 41. There has been no fraud, illegal acts, violations of provisions of contracts or grant agreements, or abuse that has been reported. In connection with your audit of federal awards conducted in accordance with OMB Circular A-133, Audits of States, Local Governments, and Non -Profit Organizations, we confirm: 42. We are responsible for complying, and we have complied, with the requirements of OMB Circular A-133. 43. We are responsible for understanding and complying with the requirements of laws, regulations, and the provisions of contracts and grant agreements related to each of our federal programs. 44. We are responsible for establishing and maintaining, and we have established and maintained, effective internal control over compliance for federal programs that provides reasonable assurance that we are managing federal awards in compliance with laws, regulations, and the provisions of contracts or grant agreements that could have a material effect on our federal programs. 45. We have prepared the schedule of expenditures of federal awards in accordance with Circular A-133 and have included expenditures made during the period being audited for all awards provided by federal agencies in the form of grants, federal cost -reimbursement contracts, loans, loan guarantees, property (including donated surplus property), cooperative agreements, interest subsidies, insurance, food commodities, direct appropriations, and other assistance. 46. We have identified and disclosed to you the requirements of laws, regulations, and the provisions of contracts and grant agreements that are considered to have a direct and material effect on each major program. 47. We have made available all contracts and grant agreements (including amendments, if any) and any other correspondence relevant to federal programs and related activities that have taken place with federal agencies or pass -through entities. 48. We believe that we have complied with the direct and material compliance requirements. 49. We have made available all documentation related to compliance with the direct and material compliance requirements, including information related to federal program financial reports and claims for advances and reimbursements. 50. There are no instances in which the Commission has its own interpretation of any compliance requirements that have varying interpretations. 51. There has been no communications from grantors and pass -through entities concerning possible noncompliance with the direct and material compliance requirements, including communications received from the end of the period covered by the compliance audit to the date of your report. 52. There have been no changes in internal control over compliance or other factors that might significantly affect internal control that have occurred subsequent to the date as of which compliance is audited. 188 McGladrey LLP November 6, 2013 Page 8 53. Federal program financial reports and claims for advances and reimbursements are supported by the books and records from which the basic financial statements have been prepared. 54. The copies of federal program financial reports provided to you are true copies of the reports submitted, or electronically transmitted, to the federal agency or pass -through entity, as applicable. 55. We have no subrecipients of federal awards. 56. We have charged costs to federal awards in accordance with applicable cost principles. 57. We are responsible for, and have accurately prepared, the summary schedule of prior audit findings to include all findings required to be included by Circular A-133. 58. We will accurately complete the appropriate sections of the data collection form. We further acknowledge our responsibility for the complete, accurate, and timely filing of the data collection form with the Federal Audit Clearinghouse. 59. We have disclosed all contracts or other agreements with service organizations. We are not aware of noncompliance at these organizations. 60. There have been no material modifications to our joint powers agreement with the SCRRA that would materially impact the Commission's participation. 61. All designated employees have filed the required Statement of Economic Interest as outlined in the Commission's conflict of interest code. 62. Amounts restricted for transit purposes for LTF total $105,242,957 as of June 30, 2013. Amounts restricted for transportation purposes for STAF allocations available for programming total $31,453,506 and restricted for unclaimed allocations total $24,239,982. All allocated amounts have been approved by the Commission. 63. In May 2006, the Commission entered into a cooperative agreement, Riverside Orange Corridor Authority, with the Orange County Transportation Authority (OCTA) and the Transportation Corridor Agencies to jointly exercise the common powers of the parties to manage geotechnical studies regarding the Riverside Orange Corridor. The Commission is the recipient and administering entity of federal and state funds as may be necessary to accomplish this work, and the three agencies will share in meeting the local agency matching requirements. As of June 30, 2013, the Commission was not required to make any contributions. 64. In February 2005, the Commission authorized the issuance of tax-exempt commercial paper notes in an amount not to exceed $200,000,000 for the primary purpose of financing right-of-way and mitigation land acquisition and project development costs of capital projects under the 2009 Measure A sales tax. At June 30, 2013, there was $60,000,000 of commercial paper notes outstanding. The source of revenue to repay the commercial paper notes and any subsequent long-term debt refinancing is the 2009 Measure A sales tax. Interest is payable on the respective maturity dates of the commercial paper notes, which is up to 270 days from the date of issuance. The maximum allowable interest rate on the commercial paper notes is 12%. 189 McGladrey LLP November 6, 2013 Page 9 As a requirement for the issuance of the commercial paper notes, the Commission entered into two $60,750,000 irrevocable direct draw letter of credit and reimbursement agreements, for an aggregate amount of $121,500,000, with Union Bank, N.A. and The Bank of Tokyo -Mitsubishi UFJ, Ltd., acting through its New York Branch (collectively, the Banks), as credit and liquidity support for the commercial paper notes through October 2014. There were no unreimbursed draws by the Commission on these letters of credit during the year ended June 30, 2013, nor were there any amounts outstanding under these letters of credit agreement at June 30, 2013. 65. From time to time, the Commission's agreements with various third parties are modified or amended to adjust for cost overruns and other factors. These modifications are considered to be ordinary courses of action and are incorporated into the Commission's budgetary process as revisions to the original adopted budget. 66. In connection with your engagement to perform, in accordance with attestation standards established by the American Institute of Certified Public Accountants, specified agreed -upon procedures with respect to the Appropriations Limit Calculation for the year ended June 30, 2013 for the purpose of assisting the Commission in meeting the requirements of Section 1.5 of Article XIII-B of the California Constitution, we confirm to the best of our knowledge and belief, the following representations made to you during the course of your engagement: a. We understand that we have the responsibility for meeting the requirements under Section 1.5 of Article XIII-B of the California Constitution and the selection of the criteria against which the Appropriations Limit Calculation is capable of being evaluated. b. We understand that we have the responsibility for determining that such criteria are appropriate for our purposes. c. There are no known matters contradicting the Appropriations Limit Calculation or any communication from regulatory agencies affecting the Appropriations Limit Calculation. d. We have made available to you all records and related data relevant to the subject matter and the agreed -upon procedures. 67. We understand that we have the responsibility for meeting the requirements with the terms, covenants, provisions or conditions of Section 6.2(g) and 6.2(1) contained in the Reimbursement Agreement dated April 1, 2012 with Union Bank and Bank of Tokyo -Mitsubishi UFJ, Ltd. relating to the Commercial Paper Notes (Limited Tax Bonds) Series A and Series B. There are no known matters in meeting these requirements or any communication from regulatory agencies that we did not meet these requirements. 190 McGladrey LLP November 6, 2013 Page 10 Riverside County Transportation Commission Anne Mayer, Ex Theresia Trevino, Chief Financial Officer 191 ATTACHMENT 8 McGladrey LLP 1.1 McGladrey Independent Accountant's Report on Applying Agreed -Upon Procedures Board of Commissioners Riverside County Transportation Commission Riverside, CA We have performed the procedures enumerated below to the accompanying Appropriations Limit Calculation of the Riverside County Transportation Commission (the Commission) for the year ended June 30, 2013. These procedures, which were agreed to by the Commission and the League of California Cities (as presented in the publication entitled Agreed -upon Procedures Applied to the Appropriations Limitation Prescribed by Article XIII-B of the California Constitution), were performed solely to assist the Commission in meeting the requirements of Section 1.5 of Article XIII-B of the California Constitution. The Commission's management is responsible for the Appropriations Limit Calculation. This agreed -upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. The sufficiency of these procedures is solely the responsibility of those parties specified in this report. Consequently, we make no representation regarding the sufficiency of the procedures described below, either for the purpose for which this report has been requested or for any other purpose. The procedures performed and our findings are as follows: 1. We obtained the completed internal calculations from management and compared the limit and annual adjustment factors included in those calculations to the limit and annual adjustment factors that were adopted by a resolution of the Board of Commissioners. We also compared the population and inflation options included in the aforementioned calculations to those that were selected by a recorded vote of the Board of Commissioners. Finding: No exceptions were noted as a result of our procedures. 2. For the accompanying Appropriations Limit Calculation, we added line A, last year's limit, to line E, total adjustments, and compared the resulting amount to line F, this year's limit. Finding: No exceptions were noted as a result of our procedures. 3. We compared the current year information presented in the accompanying Appropriations Limit Calculation to the supporting calculations described in item 1 above. Finding: No exceptions were noted as a result of our procedures. 4. We compared the prior year Appropriations Limit presented in the accompanying Appropriations Limit Calculation to the prior year Appropriations Limit adopted by the Board of Commissioners during the prior year. Finding: No exceptions were noted as a result of our procedures. 1 Member of the RSM International network of Independent accounting, tax and consutn,rms. We were not engaged to, and did not, conduct an audit, the objective of which would be the expression of an opinion on the accompanying Appropriations Limit Calculation of the Commission. Accordingly, we do not express such an opinion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you. No procedures have been performed with respect to the determination of the appropriations limit for the base year, as defined by Article XIII-B of the California Constitution. This report is intended solely for the information and use of the Board of Commissioners and management of the Commission, and is not intended to be, and should not be, used by anyone other than these specified parties. However, this report is a matter of public record and its distribution is not limited. Z - Irvine, CA November 6, 2013 2 193 Riverside County Transportation Commission Appropriations Limit Calculation Year Ended June 30, 2013 Amount Source A. Last year's limit $ 332,891,501 B. Adjustment factors: 1. Population change 2. Per capita change Total adjustments [(B.1 x B.2)-1.0] C. Annual adjustment D. Other adjustments: 1. Lost responsibility (-) 2. Transfer to private (-) 3. Transfer to fees (-) 4. Assumed responsibility (+) Subtotal 1.0099000 1.0377000 0.0479732 State Finance State Finance 15,969,881 (B)<A) E. Total adjustments 15,969,881 (C+D) F. This year's limit $ 348,861,382 (A+E) 3 194 ATTACHMENT 9 McGladrey LLP 1.1 McGladrey Independent Accountant's Report on Applying Agreed -Upon Procedures Board of Commissioners Riverside County Transportation Commission and Board of Directors, Inland Transportation Services Riverside, CA We have performed the procedures enumerated below, which were agreed to by the Riverside County Transportation Commission (the Commission) and Inland Transportation Services (Contractor) (ITS), solely to assist the specified parties with respect to the purchase of gift cards or coupon incentives and the payment of incentives related to the Commuter Assistance Program (the Program) administered by ITS for the year ended June 30, 2013. This agreed -upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. The sufficiency of these procedures is solely the responsibility of those parties specified in this report. Consequently, we make no representation regarding the sufficiency of the procedures described below, either for the purpose for which this report has been requested or for any other purpose. As background information for this engagement to perform agreed -upon procedures, we were provided with: Resolution No. 03-025, Resolution of the Commission Amending Guidelines for the Administration of the Measure A Funded Commuter Incentive Projects as Part of its Program, and Agreement No. 00-41-021-10, Amendment No. 10 to the Agreement for Development and Management of Commuter Assistance Between ITS and the Commission, entered into as of July 1, 2008. In addition, we received an explanation of the ITS registration process with the employer and employee from the program manager of ITS. The procedures and related findings are as follows: 1. We obtained a list of all disbursements recorded by the Commission to vendors for the purchase of gift cards for the year ended June 30, 2013 and tested all disbursements (see Exhibit 1). Our procedures and findings related to Exhibit 1 are as follows: a. We agreed the amount recorded as disbursed by the Commission to canceled checks without exception. b. We agreed the amount recorded as disbursed to ITS to check requests without exception. c. We agreed the amount recorded and the payee to the log of requested gift cards maintained by ITS without exception. 2. We obtained the "Rideshare Payment" Reports from ITS that list recorded disbursements made to recipients by ITS for the year ended June 30, 2013 and judgmentally selected a sample of 10 items for testing (see Exhibit 2). Our selected procedures related to Exhibit 2 are as follows: a. We obtained the Employer Information Form and Statement of Participation (SOP) for the employer indicating its participation with ITS as a participant and observed that it was properly completed and approved. No exceptions were noted. Member of the RSM International network of Independent accounting, tax and consul]igtrms. b. We obtained the Employee Enrollment Form from ITS indicating the employee is registered with ITS as a participant and observed that it was properly completed and approved. No exceptions were noted. c. We obtained the employee claim form, observed the claim form was approved and compared the claim amount to the ITS disbursement listing, without exception. d. We summed the number of days the employee participated in each rideshare mode, obtained the incentive earned for each rideshare mode and recalculated the incentive and compared it to the claim form without exception. e. We compared the daily amount of reimbursement per mode of transportation to the amount approved in Resolution No. 03-025 without exception. f. We compared the recorded disbursement amount per the ITS Incentive Payment Report to the employer transmittal letter received by ITS without exception. 3. We compared ITS' total gift card inventory balance from gift card inventory schedules provided by ITS as of June 30, 2013 to the actual gift cards maintained by ITS by judgmentally selecting the following four gift cards for recounting: (a) Vons and Stater Bros. gift cards under the RCTC Rideshare Advantage program, noting an inventory balance of $12,780 and $6,401, respectively; (b) Vons gift cards under the SANBAG Option Rideshare Program, noting an inventory balance of $6,840 and (c) Vons gift cards under the Coachella Valley Association of Governments (CVAG), noting an inventory balance of $2,050. No exceptions were noted. The gift card inventory balance per the inventory schedules as of June 30, 2013 is $30,362. We were not engaged to, and did not, conduct an audit, the objective of which would be the expression of an opinion on the specified elements, accounts or items thereof related to the Program. Accordingly, we do not express such an opinion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you. This report is intended solely for the information and use of the Board of Commissioners and management of the Riverside County Transportation Commission, and the Board of Directors and management of Inland Transportation Services, and is not intended to be, and should not be, used by anyone other than these specified parties. Irvine, CA November 6, 2013 196 Exhibit 1 Riverside County Transportation Commission and Inland Transportation Services (Contractor) Schedule of Selected Purchases of Gift Cards by the Contractor Fiscal Year Ended June 30, 2013 Project Vendor Voucher Date Amount Check # Rideshare Option Rideshare, Rideshare Rideshare, CVAG Grant CVAG Grant Option Rideshare, Rideshare, CVAG Grant Option Rideshare, Rideshare Stater Bros. Stater Bros. Stater Bros. Vons Vons Vons 10/1/2012 12/27/2012 12/27/2012 2/7/2013 4/10/2013 4/10/2013 $ 15,000 56892 40,000 57882 20,000 57890 7,500 58163 16,500 58951 12,500 58954 197 Exhibit 2 Riverside County Transportation Commission and Inland Transportation Services (Contractor) Schedule of Selected Employee Incentive Payments Made by the Contractor Fiscal Year Ended June 30, 2013 Employee Initials E.S. M.D. W.P. S.V. L.W. C.C. J.C. F.A. D.G. R.S. Employer Name CareFusion VA Loma Linda Healthcare Systems Boeing Company Walgreens City of Hope County of San Bernardino Ashley Furniture Industries Fender Musical Instruments Bighorn Golf Club Patton State Hospital Incentive Type Vons Vons Stater Bros. Stater Bros. Vons Vons Stater Bros. Stater Bros. Vons Stater Bros. Commute Disbursement Mode Date Amount Carpool Carpool Buspool Public Bus Metrolink Vanpool Carpool Carpool Carpool Carpool 10/05/12 08/08/12 11/21/12 01/11/13 06/05/13 02/06/13 01/28/13 10/03/12 02/11/13 10/03/12 $ 130 125 130 135 160 105 160 130 140 135 198 ATTACHMENT 10 Riverside County Transportation Commission November 6, 2013 Board of Commissioners Riverside County Transportation Commission Riverside, California 4080 Lemon Street, 3rd Floor • Riverside, CA 92501 Mailing Address: P. O. Box 12008 • Riverside, CA 92502-2208 (951) 787-7141 • Fax (951) 787-7920 • www.rctc.org The Comprehensive Annual Financial Report (CAFR) of the Riverside County Transportation Commission (Commission) for the year ended June 30, 2013 is hereby submitted for your receipt and acceptance. The CAFR is presented in three sections consisting of Introductory, Financial, and Statistical. The Financial Section includes the audited financial statements and other supplementary information and the independent auditor's report on those financial statements. Management of the Commission is responsible for the financial statements and other information presented in the CAFR. As the Executive Director and Chief Financial Officer of the Commission, we have reviewed the CAFR for the year ended June 30, 2013. Based on our knowledge, the CAFR does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made in the CAFR not misleading with respect to the period covered by the CAFR. Additionally, based on our knowledge, the financial statements and other financial information included in the CAFR fairly present in all material respects the financial condition and results of operations of the Commission as of and for the year ended June 30, 2013. Anne Mayer, Executj.iie Director Theresia Trevino, Chief Financial Officer 199 ATTACHMENT 11 Riverside County Transportation Commission November 6, 2013 Board of Commissioners Riverside County Transportation Commission Riverside, California 4080 Lemon Street, 3rd Floor • Riverside, CA 92501 Mailing Address: R. O. Box 12008 • Riverside, CA 92502-2208 (951) 787-7141 • Fax (951) 787-7920 • www.rctc.org In connection with the submission of the Comprehensive Annual Financial Report (CAFR) of the Riverside County Transportation Commission (Commission) for the year ended June 30, 2013, as the management and Directors of the Commission, we understand that we are responsible for the operations and activities of the Commission's programs, projects, and administration. Accordingly, we hereby make the following representations based upon our knowledge. We are responsible for establishing and maintaining controls and procedures related to these operations and activities. We have designed such controls and procedures to ensure that material information is made known to us, particularly during the year ended June 30, 2013. The controls and procedures have been effective for the year ended June 30, 2013 and through the date of this letter. There have been and are no significant deficiencies in the design or operation of internal controls regarding financial reporting for the same period which could adversely affect the Commission's ability to record, process, summarize and report financial data. There have been and are no material weaknesses in internal controls. There have been no significant changes in internal control or in other factors that could significantly affect internal controls subsequent to June 30, 2013. Management also recognizes its responsibility for fostering a strong ethical climate so that the Commission's affairs are conducted according to the highest standards of personal and organizational conduct. In connection with this responsibility, we are not aware of any fraud, whether or not material, that involves management or other employees who have a significant role in the Commission's internal controls. Anne�Vlayer, ExecutiODirector Cathy Bechtel, elopment Director Ma in eenstra, Project Delivery Director 4f1Lt/Lt. Theresia Trevino, Chief Financial Officer eputy Executive Director Michael Blomquist, Toll ''ograms Director I11 1L C. n146' A y Medina, Plannipg & Programming Director a'tes, MuVtimo ervices Director 200 AGENDA ITEM 7C RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: December 11, 2013 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Megan Kavand, Accounting Technician Anne Hallberg, Accounting Supervisor Theresia Trevino, Chief Financial Officer THROUGH: Anne Mayer, Executive Director SUBJECT: Quarterly Investment Report BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to receive and file the Quarterly Investment Report for the quarter ended September 30, 2013. BACKGROUND INFORMATION: For the past few years and as a result of a low interest rate environment, the Commission's quarterly investment reports have reflected investments primarily concentrated in the Riverside County Pooled Investment Fund (RCPIF). Other investments included the state Local Agency Investment Fund and mutual funds. In connection with the issuance of sales tax revenue bonds and toll revenue bonds and the execution of Transportation Infrastructure Finance and Innovation Act (TIFIA) loan for the State Route 91 Corridor Improvement Project (SR -91 CIP), the Commission anticipated the need 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. Accordingly, at its May 2013 meeting, the Commission awarded two investment management services agreements to Logan Circle Partners, L.P. (Logan) for SR -91 CIP funds and to Payden & Rygel Investment Management (Payden & Rygel) for Commission operating funds. At the beginning of this first quarter of FY 2013/14, the SR -91 CIP financing was completed and the bond proceeds received and available for investment were as follows: Agenda Item 7C 201 Funds Sales Tax Bonds Toll Bonds Total Project $ 332,701,733 $ 122,120,947 $ 454,822,680 Capitalized Interest 103,695,356 31,406,835 135,102,191 Debt Service Reserve — 17,665,460 17,665,460 Total $ 436,397,089 $ 171,193,242 $ 607,590,331 Logan invested these SR -91 CIP debt proceeds in the Short -Term Actively Managed Program (STAMP). Since most of the first quarter activity concentrated in the investment and accounting for the SR -91 CIP financing, Payden & Pygel has not yet been authorized to make specific investments for the Commission's operating funds. The quarterly investment report for the first quarter of FY 2013/14 as required by state law and Commission policy reflects the increased investment activities resulting from the SR -91 CIP. The quarterly investment report includes the following information: • Investment Portfolio Report (in a format similar to previous quarters) • STAMP Portfolio by Investment Category (new) • STAMP Portfolio by Account (new) • STAMP Portfolio Transaction Report by Account (new) • STAMP Portfolio Summary of investment by credit rating, industry group, asset class, security type and market sector (new) • STAMP Portfolio Toll Revenue Project Senior Lien Fund Summary of investment by credit rating, industry group, asset class, security type and market sector (new) • STAMP Portfolio Toll Revenue Project Sales Tax Revenue Fund Summary of investment by credit rating, industry group, asset class, security type and market sector (new) • STAMP Portfolio Toll Revenue Series A & Series B Reserve Fund Summary of investment by credit rating, industry group, asset class, security type and market sector (new) • STAMP Portfolio Toll Revenue Project Capitalized Interest Fund Summary of investment by credit rating, industry group, asset class, security type and market sector (new) • STAMP Portfolio Sales Tax Revenue Capitalized Interest Fund Summary of investment by credit rating, industry group, asset class, security type and market sector (new) • County of Riverside Investment Report for the Quarter Ended September 30, 2013 The Commission's investments were in full compliance with the Commission's investment policy adopted on June 7, 2012. Additionally, the Commission has adequate cash flows for the next six months. Attachments: 1) Investment Portfolio Report 2) STAMP Portfolio by Investment Category 3) STAMP Portfolio by Account 4) STAMP Portfolio Transaction Report by Account 5) STAMP Portfolio Summary of Investments Agenda Item 7C 202 6) STAMP Portfolio Toll Revenue Project Senior Lien Fund Summary of Investments 7) STAMP Portfolio Toll Revenue Project Sales Tax Revenue Fund Summary of Investments 8) STAMP Portfolio Toll Revenue Series A & Series B Reserve Fund Summary of Investments 9) STAMP Portfolio Toll Revenue Project Capitalized Interest Fund Summary of Investments 10) STAMP Portfolio Sales Tax Revenue Capitalized Interest Fund Summary of Investments 11) County of Riverside Investment Report Agenda Item 7C 203 ATTACHMENT 1 Riverside County Transportation Commission Investment Portfolio Report Period Ended: September 30, 2013 RATING COUPON PAR PURCHASE MATURITY YIELD TO PURCHASE MARKET UNREALIZED FAIR VALUE MOODYS/FITCH/S&P RATE VALUE DATE DATE MATURITY COST VALUE GAIN (LOSS) OPERATING FUNDS City National Bank Deposits 23,543,925 A3/BBB+ N/A N/A County Treasurer's Pooled Investment Fund 416,489,403 Aaa-bf/AAAN1 N/A 0.38% Local Agency Investment Fund (LAIF) 3,620,517 Not Rated N/A N/A Subtotal Operating Funds 443,653,846 FUNDS HELD IN TRUST County Treasurer's Pooled Investment Fund: Local Transportation Fund Subtotal Funds Held in Trust 87,700,567 Aaa-bf/AAAN1 N/A 0.38% 87,700,567 COMMISSION MANAGED PORTFOLIO US Bank Money Market 1 Aaa/AAAm N/A First American Government Obligation Fund 6,107,064 Aaa/AAAm N/A Cost of Issuance Fund BNY Mellon Money Market 199,671 Subtotal Commission Managed Portfolio 6,306,737 STAMP PORTFOLIO for 91 CIP Toll Revenue Project Senior Lien Fund Toll Revenue Project Sales Tax Revenue Fund Series A & Series B Reserve Fund Toll Revenue Project Capitalized Interest Fund Sales Tax Revenue Capitalized Interest Fund Subtotal STAMP Portfolio TOTAL All Cash and Investment. 112,338,198 310,243,406 17,727,614 31,540,374 104,073,465 575,923,058 $ 1,113,584,207 450,000,000 400,000,000 350,000,000 300,000,000 250,000,000 200,000,000 150,000,000 100,000,000 50,000,000 0 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 7 Nature of Investments ■ STAMP Portfolio for 91 CIP Reserve • STAMP Portfolio for 91 CIP Project Fund • STAMP Portfolio for 91 CIP Capitalized Interest • Commission Managed Portfolio Debt Reserve ■ Trust Funds • Operating Funds N/A Portfolio Investment Type 51.60% Fixed Income 0.12% Money Market Funds a02% Cash 0.55% Mutual Funds 0.33% LAIF 47.39% Gouty Pool/Cash 204 ATTACHMENT 2 111.1 Riverside County Transportation Commission STAMP Portfolio by Category for quarter ending September 30, 2013 Source Account Account Security Type Identifier Cate•ory Issuer Base Net Total Summarize Current Face Unrealized d Credit Final Maturi r Trade Date Value Ori ' inal Cost Next Call Date Base Market Value Gain/Loss Cou on Yield Ratin 347621 LC -Sr Lien Reserve Fund -I 347621 LC Sr Lien Reserve Fund -1 347621 LC -Sr Lien Reserve Fund -1 347621 LC -Sr Lien Reserve Fund -1 3137EADB2 Agency 347621 LC -Sr Lien Reserve Fund -1 313403Y61 Agency Federal Home Loan Mortgage Corporation 347621 LC -Sr Lien Reserve Fund -1 3135002A2 Agency Federal National Mortgage Association 347621 LC -Sr Lien Reserve Fund -1 313500KB8 Agency Federal National Mortgage Association 347628 LC-PF-2 Sales Tax Revenue Bond 3133XCQE6 Agency CMO Federal Home Loan Banks Office of Finance 205091001 LC -201 3 A Capitalized Interest 3137ANLP8 Agency CMO Federal Home Loan Mortgage Corporation 205091001 LC -2013 A Capitalized Interest 31393V2T7 Agency CMO 347623 LC -Sr Lien Ob Fund -1 Interest 3137ANLP8 Agency CMO Federal Home Loan Mortgage Corporation 347623 462,984.46 489,678.41 --- 485,507.27 (433.35) 4.500 1.084 AAA 347621 471,848.73 461,103.11 -- 460,596.55 1.053.78 1.459 1.908 AAA 347623 471,848.73 459,462.70 --- 460,596.55 2,859.83 1.459 1.908 AAA -- --- 440,221.98 1,415.32 3.500 1.645 AAA 347621 423,283.04 438,230.21 408,949.95 415,595.39 --- 414,056.10 (2,142.33) 4.500 1.866 AAA 370,892.55 379,933.05 379,792.86 (1,702.37) 7.000 3.874 AAA 251,000.00 258,314.30 --- 259,743.08 1,841.54 2.699 1.866 AAA 229,753.10 243,071.59 - 242,991.24. (1,364.25) 4.500 1.757 AAA 224,726.03 227,956.47 --- 227,002.51 (1,011.68) 4.500 1.871 AAA 235,000.00 220,358.40 - 221,371.41 435.74 2.396 3.181 AAA 347621 LC -Sr Lien Reserve Fund -1 31395K5G4 Agency CM0 Federal Home Loan Mortgage Corporation 61,251.18 62,131.67 --- 62,342.43 (56.13) 5.000 2.473 AAA 347621 LC -Sr Lien Reserve Fund -1 3137003W2 Agency CMO Federal Home Loan Mortgage Corporation 08/25/2017 07/31/2013 45,000.00 44.964.84 -- 45,146.88 (22.94) 1,426 1,441 AAA 205091001 LC -2013 A Capitalized Interest 3136ASG38 Agency CMO Federal National Mortgage Association 0/2/2512017 07/0/2/2013 3,070,000.00 3,024,669.53 --- 3,051,119.50 15,659.33 1.246 1.475 AAA 205091001 LC -2013 A Capitalized Interest 3136ACGF2 Agency CM0 Federal National Mortgage Association 02/25/2016 07/15/2013 2,585,000.00 2,591,462.50 -- 2,597,847.45 (984.28) 1.083 0.972 AAA 930,000.00 916,267.97 --- 924,281.43 4,743.71 1.246 1.475 AAA 767,329.50 811,211.17 -- 805,389.04 (4,876.33) 4.500 1.352 AAA 205091001 LC -2013 A Capitalized Interest 3136A4M89 Agency CM0 Federal National Mortgage Association 693,904.35 698,322.57 --- 701,002.99 4,678.50 1.934 1.561 AAA 205091001 LC -2013 A Capitalized Interest 31392F6C6 .Agency CMO - 662,851.52 703,140.46 699,016.70 (2,507.66) 5.000 1.055 AAA 205091001 LC -2013 A Capitalized Interest 31392FPP6 Agency CMO Federal National Mortgage Association 437,366.40 463,198.35 --- 460,796.12 158.45 5.000 0.804 AAA -_ - - --_ - - - 347621 LC -Sr Lien Reserve Fund -1 3136A72D3 Agency CMO Federal National Mortgage Association 395,000,00 375,250.00 --- 374,697.00 (1,172.76) 2.482 3.181 AAA 347621 LC -Sr Lien Reserve Fund -I 313930RM5 Agency CMO Federal National Mortgage Association 248,916.16 262,762.12 -- 266,841.11 7,248.72 5.000 2.214 AAA 205091001 LC -2013 A Capitalized Interest 31392BVM5 Agency CMO Federal National Mortgage Association 250,491.68 264,425.28 -- 262,971.18 56.05 5.500 0.760 AAA 347623 LC -Sr Lien Ob Fund -1 Interest 3136A4M89 Agency CMO Federal National Mortgage Association 213.160.16 214,517.39 -- 215,34(1.36 1,437.19 1.934 1.561 AAA 347621 LC -Sr Lien Reserve Fund -1 3136A7M18 Agency CMO Federal National Mortgage Association 175,000.00 172,402.34 - 174,054.65 1,038.05 1.520 1.712 AAA 205091001 LC -2013 A Capitalized Interest 31392HWL3 Agency CMO Federal National Mortgage Association 47,058.92 102,457.83 --- 102,602.92 (421.14) 5.000 1363 AAA 347623 LC -Sr Lien Ob Fund -1 Interest 31393EXC8. Agency CMO Federal National Mortgage Association 85,258.83 90,134.58 -- 89,487.33 (541.82) 4.500 1.352 AAA 347621 LC -Sr Lien Reserve Fund -1 31392//83 Agency CMO Federal National Mortgage Association 68,460.84 72,226.24 --- 72,405.68 596.76 5.000 0.831 AAA 3133EC3U6 Agency 313376NF8 Agency 3137EACA5 .Agency Federal Farm Credit Banks Consolidated Systemwide Bonds Federal Home Loan Banks Office of Finance Federal Home Loan Mortgage Corporation Federal Home Loan Mortgage Corporation 11/21/2014 07/09/2013 06/27/2019 07/09/2013 03/27/2019 07/05/2013 01/13/2022 07/05/2013 12/10/2014 07/08/2013 04/27/2017 07/05/2013 04/16/2019 08/01/2013 07/28/2015 08/13/2013 11/25/2016 07/08/2013 06/15/2018 07/08/2013 11/25/2016 07/09/2013 06/15/2018 07/08/2013 100,000.00 750,000.00 758,145.00 12/27/2013 800,000.00 875,900.00 550,000.00 529,303.50 250,000.00 249,812.50 12/10/2013 250,102.50 227.32 0.375 0.231 AAA 450,000.00 448,983.00 --- 451,552.50 2,764.01 1.125 1.010 AAA 175,000.00 177,257,50 04/16/2014 176,834.00 550,46 2.750 0.349 AAA 186,278.95 196,058.60 --- 198,461.04. 232.14 5.250 1.502 AAA 99,800.00 09/26/2013 100,002.00 754,320.00 880,336.00 535,315.00 166.01 0.280 0.281 114.18 3.000 0.629 8,522.83 3.750 1.793 5,807.09 2.375 2.730 AAA AAA AAA AAA Federal Home Loan Mortgage Corporation 3,070,000.00 3,100,460.16 - 3,117,707.80 6,441.07 1.655 1.232 AAA 1,524,351.56 1,612,239.95 -- 1,598,511.26 (1,426.79) 4.500 1.084 AAA 930,000.00 939,227.34 944,449.41 1,951.21 1.655 1.232 AAA LC -Sr Lien Ob Fund -1 Interest 31393V2T7 LC -Sr Lien Reserve Fund -1 3137ASNH3 LC -Sr Lien 06 Fund -1 Interest 3137ASNH3 LC -Sr Lien Reserve Fund -1 3137A7E22 Agency CMO Agency CMO Agency CMO Agency CMO Federal Home Loan Mortgage Corporation Federal Home Loan Mortgage Corporation Federal Home Loan Mortgage Corporation 09/25/2021 07/03/2013 09/25/2021 08/15/2013 04/15/2028 07/08/2013 06/15/2019 07/15/2013 06/15/2028 07/08/2013 05/25/2018 07/03/2013 08/15/2019 07/09/2013 02/15/2019 07/09/2013 06/25/2022 07/03/2013 347628 LC-PF-2 Sales Tax Revenue Bond 31395MLT4 Agency CMO Federal Home Loan Mortgage Corporation 347621 LC -Sr Lien Reserve W CMO Fund -1 31398V C6 Agency Federal Home Loan Mortgage Corporation _. _. 347621 LC -Sr Lien Reserve Fund -1 3137AEV77 Agency CMO Federal Home Loan Mortgage Corporation 347621 LC -Sr Lien Reserve Fund -1 31395EZP5 Agency CMO Federal Home Loan Mortgage Corporation 347628 LC-PF-2 Sales Tax Revenue Bond 31395JS72 Agency CMO 347621 LC -Sr Lien Reserve Fund -1 3137AUPE3 Agency CMO Federal Home Loan Mortgage Corporation Federal Home Loan Mortgage Corporation 347623 LC -Sr Lien 06 Fund -1 Interest 3136A8G38 Agency CMO Federal National Mortgage Association 205091001 LC -2013 A Capitalized Interest 31393EXC8 Agency CMO Federal National Mortgage Association 08/25/2017 07/08/2013 09/25/2018 07/24/2013 Federal National Mortgage Association 12/25/2017 07/09/2013 11/25/2017 07/15/2013 04/25/2022 07/03/2013 07/25/2033 07/05/2013 02/25/2017 07/11/2013 01/25/2019 07/05/2013 12/25/2019 08/20/2013 02/25/2018 07/12/2013 09/25/2018 07/24/2013 03/25/2018 07/08/2013 The Government National. Mortgage Association Guaranteed REMIC 205091001 LC -2013 A Capitalized Interest 38376GWZ9 Agency CMO Pass -Through Securities The Governnent National Mortgage Association Guaranteed REMIC 347621 LC -Sr Lien Reserve Ftmd-1 38377UN20 Agency CMO Pass -Through Securities The Government National Mortgage Association Guaranteed REMIC 347621 LC -Sr Lien Reserve Fund -1 38378TAF7 Agency CMO Pass -Through Securities The Government National Mortgage Association Guaranteed REMIC 347621 LC -Sr Lien Reserve Fund -I 383771289 Agency CMO Pass -Through Securities The Government National Mortgage Association Guaranteed REMIC 347621 LC -Sr LiereReserve Ftmd-1 38377RVK8 Agency:CMO. Pass -Through Securities The Government National Mortgage Association Guaranteed REMIC 347621 LC -Sr Lien Reserve Fund -I 38376LE39 Aeencv CMO Pacs-Thrnunh Securities 205091001 LC -2013 A Capitalized Interest 3128GNR59 Agency MBS Federal. Home Loan Mortgage Corporation 10/012016 07/05/2013 612,371.23 648,730.79 -- 639,634.00 (6,296.76) 6.000 1.896 AAA 205091001 LC -2013 A Capitalized Interest 3128PGLY7 Agency MBS Federal Home Loan Mortgage Corporation 05/01/2017 07/17/2013 491,816.84 518,252.00 - 520,819.28 2,465.70 5.000 0.889 AAA 205091001 LC -2013 A Capitalized Interest 3132FEAK7 Agency MBS Federal Home Loan Mortgage Corporation 12/01/2017 07/03/2013 444,540.51 471,074.03 --- 470,817.30 263.49 5.000 0.963 AAA 205091001 LC -2013 A Capitalized Interest 31294LPZ0 Agency MBS Federal Home Loan Mortgage Corporation 12/01/2016 07/05/2013 442,039.64 467,318.78 --- 466,904.37 (1,429.79) 6.000 1.288 AAA 347621 LC -Sr Lien Reserve Fund -1 3137A7JU5 Agency MBS Federal Home Loan Mortgage Corporation 11/25/2017 07/03/2013 325,000.00 35.1,203,13. -- 352,190.48 3,788.59 3.882 1.557 AAA 347621 LC -Sr Lien Reserve Fund -1 3128MMAK9 Agency MBS Federal Home Loan Mortgage Corporation 09/01/2019 07/08/2013 296,204.92 314,902.85 --- 313,758.02 2,099.03 5.000 1.412 AAA 205091001 LC -2013 A Capitalized Interest 3128MBTHO Agency MBS Federal Home Loan Mortgage Corporation 03/01/2019 07/26/2013 245,908.45 260,662.96 - 260,451.48 871.19 5,000 1.142 AAA 205091001 LC -2013 A Capitalized Interest 3128P1'IVS7 Agency MBS Federal Home Loan Mortgage Corporation 11/012019 07/16/2013 232,553.50 245,053.25 -- 246,413.69 1,585.83 5.000 0.963 AAA 205091001 LC -2013 A Capitalized Interest 3128H4NR6 Agency MBS Federal Home Loan Mortgage Corporation 05/01/2018 07/16/2013 205,435.17 217,632.88 -- 217,644.18 802.99 5.000 0.979 AAA 205091001 LC 2011 A Capitalized Internet 31401MWC1 Agency MBS Federal National Mortgage Association 06/012018 07/12/2013 1,424,784.77 1,519,176.76 - 1,513,947.80 (720.79) 4.500 0,833 AAA 205091001 LC -2013 A Capitalized Interest 31381QLL8 Agency MBS Federal National Mortgage Association 03/01/2016 07/11/2013 963,837.97 978,897.94 - 975,326.92 22,513.61 3.295 1.674 AAA 205091001/ LC 2013 A Capitalized Interest 31402/2863 Agency MBS Federal National Mortgage Association 09/0112019 --- 677,539.08 727.192.11 --- 725,088.77 1,615.90 6.000 0.868 AAA 205091001 LC -2013 A Capitalized Interest 31402QT68 Agency MBS Federal National Mortgage Association 10/01/2019 07/11/2013 645,384.40 697,216.84 -- 689,767.49 (2,177.77) 6.000 1.302 AAA 347621 LC -Sr Lien Reserve Fund -1 3136A4M48 Agency MBS Federal National Mortgage Association 01/25/2022 07/05/2013 450,530.48 451,797.59 --- 453,788.26 3,516.35 2.098 1.831 AAA 347621 LC -Sr Lien Reserve Fund -1 31418AFW3 Agency MBS Federal National Mortgage Association 06/01/2022 07/10/2013 371,038.87 383,213.58 -- 388,436.88 1,310.45 3.000 1.801 AAA 205091001 LC -2013 A Capitalized Interest 3141UGSQ7 Agency MBS Federal National Mortgage Association 12/111 /2017 07/05/2013 356,668.54 382,972.84 --- 380,401.26 (4,802.34) 6.000 1.701 AAA __. . . . . . . . . . 347621 LC -Sr Lien Reserve Fund -1 31417YKF3 Agency MBS Federal National Mortgage Association 01/01/2030 07/10/2013 243,18944 256,565.40 -- 263,399.03 4,548.10 4.500 2.413 AAA 347623 LC -Sr Lien Ob Fund -1 Interest 31402RBG3 Agency MBS Federal National Mortgage Association 09/01/2019 07/16/2013 197,356.39 211,849.75 - 211,206.86 452.98 6.000 0.868 AAA 347621 LC -Sr Lien Reserve Fund -1 31416YXJ2 Agency MBS Federal National Mortgage Association 08/01/2026 07/03/2013 89,234.91 93,431.74 --- 94,225.82 1,596.28 3.500 1.718 AAA 347621 LC -Sr Lien Reserve Fund -1 31385X861 Agency MBS Federal National Mortgage Association 03/01/2018 09/13/2013 54,869.39 58,435.90 --- 58,058.40 412.86 6.000 0.642 AAA 08/16/2031 07/11/2013 2,712,538.67 2,714,445.93- - 2,722,954.82 4,004.44 L864 1.392 AAA 01/20/2040 07/08/2013 466,451.03 475,178.77 - 476,424.22 1,080.10 3.000 1.807 AAA 07/20/2041 07/05/2013 295,618.97 295,663.54 - 295,625.47 166.84 2.500 2.470 AAA 10/20/2039 07/05/2013 261,762.56 269,768.81 265,604.97 697.92 3.500 2.467 AAA 04/20/2039 07/03/2013 169,132.21 173,149.10 176,863.92 1,857.35 3.000 1.990 AAA 17/70/7036 07/06/2013 67,614.99 68,481.31 --- 70,660.37 14697 4.000 1096 AAA 205 Page 2 o 32 Federal Home Loan Mortgage Corporation 05/15/2033 07/08/2013 01/25/2019 07/05/2013 111111 wals Riverside County Transportation Commission STAMP Portfolio by Category for quarter ending September 30, 2013 205091001 LC -2013 A Capitalized Interest 36290WH47 Agency MBS 205091001 LC -2013 A Capitalized Interest 36200AFG9 Agency MBS 347628 LC-PF-2 Sales Tax Revenue Bond 02582JFY1 Asset Backed Government National Mortgage Association Government National Mortgage Association American Express Credit Account Master Trust 347628 LC-PF-2 Sales Tax Revenue Bond 05522RAY4 Asset Backed BA Credit Cud Trust 347628 LC-PF-2 Sales Tax Revenue Bond 17308BAN8 Asset Backed Citibank Omni -S Master Trust 347628 LC-PF-2 Sales Tax Revenue Bond 17308BAL2 Asset Backed Citibank Omni -S Master Trust 08/15/2018 4,340,000.00 4,557,730.08 347628 LC-PF-2 Sales Tax Revenue Bond 36159JBT7 Asset Backed GE Capital Credit Card Master Note Trust 11/15/2017 07/11/2013 5,000,000.00 5,209,179.69 347628 LC-PF-2 Sales Tax Revenue Bond 36159JCS8 Asset Backed GE Capital Credit Card Master Note Trust 01/15/2018 07/15/2013 2,295,000.00 2,304,682.03 347625 LC -Project Fund -2 Senior Lien 36162DAB5 Asset Backed GE EQUIP SMALL TICKET LLC SER201 I-2 06/23/2014 07/10/2013 224,477.72 224,661.86 347623 LC -Sr Lien Ob Fund -1 Interest 36162WAC1 Asset Backed GE EQUIP TRANSN LLC SER 2013-1 11/25/2016 07/09/2013 925,000.00 921,964.84 -'------_ - 347628 LC-PF-2 Sales Tax Revenue Bond 36162RAC2 Asset Backed GE Equipment Small Ticket, L.L.C., Series 2012-1 09/21/2015 07/10/2013 6,000,000.00 6,018,984.38 347628 LC-PF-2 Sales Tax Revenue Bond 36162RAB4 Asset Backed GE Equipment Small Ticket, L.L.C., Series 2012-1 11/21/2014 --- 903,235.20 903,749.35 347623 LC -Sr LienOb Fund -1 Interest 36162RAB4 Asset Backed GE Equipment Small Ticket, L.L.C., Series 2012-t 11/21/2014 07/03/2013 258,510.36 258,651.73 347628 LC-PF-2 Sales Tax Revenue Bond 438 13TAD5 Asset Backed Honda Auto Receivables 2011-1 Owner Trust 04/17/2017 07/11/2013 3,981,000.00 4,010,857.50 347625 LC -Project Fund -2 Senior Lien 43813TAC7 Asset Backed Honda Auto Receivables 2011-1 Owner Trust 10/15/2014 07/24/2013 54,871.28 54,918.43 347628 LC-PF-2 Sales Tax Revenue Bond 43814AAC7 Asset Backed Honda Auto Receivables 2011-2 Owner Trust 03/18/2015 07/24/2013 98,135.50 98,258.17 347628 LC-PF-2 Sales Tax Revenue Bond 43813XAB0 Asset Backed Honda Auto Receivables 2012-3 Owner Trust 12/15/2014 07/10/2013 976,761.57 976,761.56 347628 LC-PF-2 Sales Tax Revenue Bond 438 12XA61 Asset Backed Honda Auto Receivables 2013-3 Owner Trust 01/15/2016 07/17/2013 6,000,000.00 5,999,9100.60 --- 6,005,652.00 5,726.05 0.540 --- AAA 347623 LC -Sr Lien Ob Fund -1 Interest 47787BAC9 Asset Backed John Deere Owner Trust 2012 03/15/2016 07/05/2013 898,375.15 899,217.38 - 899,811.65 (1,158.40) 0.750 0.830 AAA 347628 LC-PF-2 Sales Tax Revenue Bond 47787RAB6 Asset Backed Joln Deere Owner Trust 2012-B 02/17/2015 07/24/2013 95,417.79 95,384.24 --- 95,425.90 81.56 0.430 0.190 AAA 347628 LC-PF-2 Sales Tax Revenue Bond 55314QAC1 Asset Backed MMAF EQUIP FIN LLC 2012-A 08/10/2016 07/11/2013 3,000,000.00 3,008,085.94 - 3,004,953.00 (6,771.47) 0.940 AAA 347628 LC-PF-2 Sales Tax Revenue Bond 55314MAC'0 Asset Backed MMAF Equipment Finance LLC 20] 1-A 09/15/2015 07/10/2013 4,433,089.88 4,443,826.27 --- 4,440,036.53 207.16 1.270 AAA 347625 LC -Project Fund -2 Senior Lien 65475HAE1 Asset Backed Nissan Auto Lease Trust 2011-A 04/17/2017 07/26/2013 485,000.00 485,985.16 -- 485,514.10 (8.03) 1.240 0.640 AAA 347625 LC -Project Fund -2 Senior Lien 65475NAD0 Asset Backed Nissan Auto Lease Trust 2011-B 02/16/2015 07/11/2013 346,347.91 346,645.55 -- 346,680.41 (5.31) 0.920 0.597 AAA 347628 LC-PF-2 Sales Tax Revenue Bond 65475UAB8 Asset Backed Nissan Auto Receivables 2012-A Owner Trust 10/15/2014 07/05/2013 237,095.00 237,141.30 - 237,1 16.81 (6.51) 0.540 - AAA 347625 LC -Project Fund -2 Senior Lien 65475UAB8 Asset Backed Nissan Auto Receivables 2012-A Owner Trust 10/15/2014 07/26/2013 50,871.84 50,883.76 --- 50,876.52 (3.45) 0.540 --- AAA 347625 LC -Project Fund -2 Senior Lien 89236PAB9 Asset Backed Toyota Auto Receivables 2012-A Owner Trust 10/15/2014 07/24/2013 47,856.08 47.869.17 --- 47,862.64 0,74 0.570 0.298 AAA 347628 LC-PF-2 Sales Tax Revenue Bond 002799AK0 Corporate Abbey National Treasury Services PLC 04/25/2014 07/12/2013 5,000,000.00 5,088,500.00 --- 5,059,300.00 (19,485.57) 2.875 1.270 A 347628 LC-PF-2 Sales Tax Revenue Bond 00279VCA1 Corporate Abbey National Treasury Services PLC 11/10/2014 07/05/2013 3,000,000.00 3,105,090.00 --- 3,095,520.00 (1,568.71) 3.875 1.270 A 347623 LC -Sr Lien Ob Fund -1 Interest 00279VCA1 Corporate Abbey National Treasury Services PLC 11/10/2014 07/05/2013 1,000,000.00 1,035,030.00 -- 1,031,840.00 (522.90) 3.875 1.270 A 347623 LC -Sr Lien Ob Fund -1 Interest 02580ECC5 Corporate American Express Bank, FSB. 09/13/2017 07/08/2013 250,000.00 287,890.00 --- 289,912.50 4,023.89 6.000 1.790 A 347628 LC-PF-2 Sales Tax Revenue Bond 0258M0CZ0 Corporate American Express Credit Corporation 08/25/2014 07/03/2013 6,124,000.00 6,430,200.00 -- 6,375,022.76 4,665.14 5.125 0.600 A 205091001 LC -2013 A Capitalized Interest 037833AF7 Corporate Apple Inc. 05/03/2016 07/31/2013 3,000,000.00 3,000,840.00 -- 2,999,280.00 1,187.78 0.316 0.294 AA 347628 LC-PF-2 Sales Tax Revenue Bond 78387GAP8 Corporate AT&T Inc. 09/15/2014 07/03/2013 6,504,000.00 6,842,273.04 --- 6,783,086.64 19,922.06 5.100 0.380 A 347623 LC -Sr Lien Ob Fund -1 Interest 78387GAP8 Corporate AT&T Inc. 09/15/2014 07/03/2013 1,300,000.00 1,367,613.00 - 1,355,783.00 3,981.96 5.100 0.380 A 347628 LC-PF-2 Sales Tax Revenue Bond 05531 FAA] Corporate BB&T Corporation 04/30/2014 07/09/2013 7,460.000.00 7,764,144.20 --- 7,689.917.20 5,797.22 5.700 0.489 A 347628 LC-PF-2 Sales Tax Revenue Bond 05565QBL1 Corporate BP Capital Markets P.L.C. 05/08/2014 07/10/2013 7,050,000.00 7,232,313.00 -- 7,189,590.00 965.45 3.625 0.430 A -__ - . . 347623 LC -Sr Licit Ob Fund -1 Interest 05565QCC0 Corporate BP Capital Markets P.L.C. 11/06/2017 07/03/2013 300,000.00 292,194.00 -- 295,464.00 3,093.07 1.375 1.740 A 347628 LC-PF-2 Sales Tax Revenue Bond 14912L4V0 Corporate Caterpillar Financial Services Corporative: 05/20/2014 07/09/2013 6,445,000.00 6,501,071.50 -- 6,489,663.85 3,307.26 1.375 0.281 A 347628 LC-PF-2 Sales Tax Revenue Bond 172967CK5 Corporate Citigroup Inc. 05/05/2014 07/09/2013 3,228.000.00 3,333,232.80 --- 3,314.962.32 12,906.84 5.125 0.449 A 347623 LC -Sr Lien Ob Fund -1 Interest 172967FD8 Corporate Citigroup Inc. 05/19/2015 07/03/2013 614,000.00 649,790.06 -- 649,796.20 4,464.25 4.750 1.130 A 347628 LC-PF-2 Sales Tax Revenue Bond 22546QAA5 Corporate Credit Suisse AG 05/01/2014 07/08/2013 9,000,000.00 9,360,720.00 - 9,265,860.00 (1,850.43) 5.500 0.560 A -_- 347628 LC-PF-2 Sales fax Revenue Bond 233851AG9 Corporate Daimler Finance North America LLC 09/15/2014 07/08/2013 2,400,000.00 2,428,301.60 --- 2,425,632.00 (604.54) 1.875 0.895 A 347623 LC -Sr Lien Ob Fund -1 Hnerest 233851AT1 Corporate Daimler Finance North America LLC 01/11/2016 07/08/2013 500.000.00 497,995.00 -- 499.955.00 2,948.80 1.250 1.150 A 347623 LC -Sr Lien Ob Fund -1 Interest 263534BX6 Corporate E. 1. du Pont de Nemours and Company 03/15/2015 07/09/2013 950,000.00 1,014,068.00 -- 1,006,192.50 3,435.05 4.750 0.460 A 347628 LC-PF-2 Sales Tax Revenue Bond 29250NAC9 Corporate Enbridgc Inc. 06/15/2014 07/08/2013 5,000,000.00 5,234,800.00 -- 5,177,75(1.00 334.57 5.800 0.730 A 347628 LC-PF-2 Sales Tax Revenue Bond 36962GK86 Corporate General Electric Capital Corporation 09/15/2014 07/09/2013 5,000,000.00 5,243,950.00 - 5,210,050.00 6,264.58 4.750 0.460 AA 347628 LC-PF-2 Sales Tax Revenue Bond 36962G4G6 Corporate General Electric Capital Corporation 11/14/2014 07/08/2013 3,000,000.00 3,118,200.00 -- 3,111,600.00 11,640.34 3.750 0.460 AA 347623 LC -Sr Lien Ob Fund -1 Interest 36962G3H5 Corporate General Electric Capital Corporation 09/15/2017 07/03/2013 300,000.00 340,212.00 -- 341,841.00 3,547.44 5.625 1.960 AA 347628 LC-PF2 Sales Tax Revenue Bond 370334BL7 Corporate General Mills, Inc. 05/16/2014 07/10/2013 5,820,000.00 5,868,888.00 -- 5,857.946.40 3,144.79 1.550 0.461 A 205091001 LC -2013 A Capitalized Interest 44328MAL8 Corporate HSBC Bank PLC 05/24/2016 --- 3,625,000.00 3,799,301.25 --- 3,812,086.25 21,710.43 3.100 1.160 AA 347628 LC-PF-2 Sales Tax Revenue Bond 4042REJQ3 Corporate Hsbc Bank USA 04/01/2014 --- 13,486,000.00 13,871,230.45 -- 13,748.302.70 703.66 4.625 0.607 A 347625 LC -Project Fund -2 Senior Lien 449786AF9 Corporate ING Bank N.V. 10/18/2013 07/18/2013 2,880,000.00 2,890,944.00 --- 2,881,699.20 (990.98) 2.000 1.209 A - - - - __ -- 205091001 LC -2013 A Capitalized Interest 4592006X3 Corporate International Business Machines Corporation 07/22/2016 07/10/2013 465,000.00 477,936.30 -- 478,824.45 1,874.43 1.950 0.870 AA 347625 LC -Project Fund -2 Senior Lien 24422ERJ0 Corporate John Deere Capital Corporation 10/04/2013 07/11/2013 5,000,000.00 5,005,075.00 --- 5,000,100.00 359.69 0.674 -0.323 A 347628 LC-PF-2 Sales Tax Revenue Bond 46625HHN3 Corporate JPMorgan Chase & Co. 06/01/2014 07/08/2013 6,000.000.00 6,214.500.00 --- 6,164.340.00 9,480.00 4.650 0.410 A -_ .. _. _. 347623 LC -Sr Lien Ob Fund -1 Interest 4RLICJM9 Corporate JPMorgan Chase Bank, National Association 06/13/2016 07/11/2013 500,000.00 492,775.00 -- 494,325.00 906.65 0.584 1.014 A 347623 LC -Sr Lien Ob Fund -1 Interest 48121CYK6 Corporate JPMorgan Chase Bank, National Association 10/01/2017 07/03/2013 300.000.00 341,424.00 - 343,245.00 3,640.83 6.000 2.240 A 347628 LC PF-2 Sales Tax Revenue Bond 581557AW5 Corporate McKesson Corporation 02/15/2014 07/05/2013 4,575,000.00 4,736,131.50 --- 4,674,094.50 3,77499 6.500 0.470 A 347628 LC-PF-2 Sales Tax Revenue Bond 59156RAW8 Corporate MetLife, Inc. 02/06/2014 07/10/2013 8,100.000.00 8,184,969.00 -- 8,157,996.00 (784.46) 2.375 0.530 A 347628 LC-PF-2 Sales Tax Revenue Bond 59156RAH1 Corporate MetLife, Inc. 06/15/2014 07/08/2013 2,087,000.00 2,181,269.79 -- 2,161,401,55 4,507.35 5.500 0.340 A 347628 LC-PF-2 Sales Tax Revenue Bond 59217GAE9 Corporate Metropolitan Life Global Funding I 01/10/2014 07/09/2013 1,730.000.00 1,742,957.70 --- 1,737.923.40 (149.71) 2.000 0.530 AA 347623 LC -Sr Lien Ob Fund -1 Interest 59217GAC3 Corporate Metropolitan Life Global Funding I 09/29/2015 07/03/2013 740,000.00 766,284.80 764,405.20 61.07 2.500 0.880 AA 205091001 LC -2013 A Capitalized Interest 59217GAV1 Corporate Metropolitan Life Global Funding I 06/29/2015 07/31/2013 545,000.00 553,763.60 -- 552,362.95 (320.23) 1.700 0.880 AA 347628 LC-PF-2 Sales Tax Revenue Bond 61747WAD1 Corporate Morgan Stanley 01/24/2014 07/09/2013 9,070,000.00 9,164,146.60 --- 9,130,678.30 6,764.75 2.875 0.710 A 347623 LC -Sr Lien Ob Fund -1 Interest 61746BDG8 Corporate Morgan Stanley 02/25/2016 07/03/2013 500,000.00 496,725.00 --- 502,410.00 5,337.92 1.750 1.550 A 347628 LC-PF-2 Sates Tax Revenue Bond 67021CAB3 Corporate NSTAR Electric Company 04/15/2014 07/10/2013 7,900,000.00 8,161,332.00 --- 8,085,018.00 (10,947.12) 4.875 0.731 A 347623 LC -Sr Licn Oh Fund -I Interest 69349LAL2 Corporate PNC Bank, National Association 04/29/2016 07/11/2013 500,000.00 449.180.00 04/29/201201 5 498,990.00 2,872.98 0.584 0.307 A 347628 LC-PF-2 Sales Tax Revenue Bond 693476BK8 Corporate PNC Funding Corp. 05/19/2014 07/10/2013 4,970,000.00 5,074,916.70 5,048,873.90 1,394.14 3.000 0.460 A 347628 LC-PF-2 Sales Tax Revenue Bond 74432QAE5 Corporate Prudential Financial, Inc. 09/20/2014 07/09/2013 2,686,000.00 2,820,407.44 -- 2,800,101.28 2,425.46 5.100 0.780 A Base Net Total Summarize Current Face Unrealized d Credit Final Maturity Trade Date Value Original Cost Neat CalI Date Base Market Value Gain/Loss Coupon Yield Rating 09/15/2018 07/18/2013 11/15/2017 07/09/2013 04/17/2017 07/05/2013 08/15/2016 07/03/2013 3,100,000.00 3,092,492.19 11/15/2018 07/11/2013 5,000,000.00 5,274,609.38 2,037,083.94 2,164,401.70 134,051.07 142,848.17 1,000,000.00 1,001,796.88 --- 2,185,811.44 --- 142,529.80 - 1,002,058.00 40,718.21 3,546.04 1,198.35 4.500 5.500 -0.570 0.882 0.605 0.012 AAA AAA AA 3,095,669.30 4,409.19 0.382 0.555 AA - 5,234,395.00 (13,284.79) 4.900 0.984 AAA 4,519,862.62 (7,677.79) 5.350 0.923 AAA - 5,177,440.00 (11,044.12) 3.800 0.844 AAA 2,301,901.07 (2,657.62) 1.030 0.838 AAA - 224,516.56 21.51 1.140 0.334 AAA 923,088.03 6,014,964.00 903,804.24 258,673.22 (569.08) 0.850 1.598 AAA 4,006,74513 4,298.28 1.800 0.774 AAA (16,836.81) 0.690 2.000 AAA (18,919.01) 1.040 1.116 AAA (2,022.35) 0.850 1.598 AAA 54,886.97 4.03 1.130 0.288 AAA 98,306.94 48.69 0.940 0.412 AAA 977,028.22 (175.82) 0.460 0.562 AAA 206 Page 3 of 32 Riverside County Transportation Commission STAMP Portfolio by Category for quarter ending September 30, 2013 Source Account Account Security Type Identifier Category Rabobank Nederland Rabobank Nederland Base Net Total Summarize Current Face Unrealized d Credit Final Maturity Trade Date Value Original Cost Next Can Date Base Market Value Gain/Loss Coupon Yield Rating 205091001 LC -2013 A Capitalized Interest 21686CAD2 205091001 LC 2013 A Capitalized Interest 21685WBL0 347623 LC -Sr Lien Ob Fund -I Interest 767201AM8 Corporate 205091001 LC -2013 A Capitalized Interest 78008K5 V 1 Corporate 205091001 LC -2013 A Capitalized Interest 822582AC6 Corporate Shell International Finance B.V. 347628 LC-PF-2 Sales Tax Revenue Bond 88166DAA4 Corporate Teva Pharmaceutical Finance III BV 347628 LC-PF-2 Sales Tax Revenue Bond 020002AR2 Corporate The Allstate Corporation 347625 LC -Project Fund -2 Senior Lien 38141GDQ4 Corporate The Goldman Sachs Group. Inc. 347628 LC-PF-2 Sales Tax Revenue Bond 381410.033 Corporate The Goldman Sachs Group, Inc. 347628 LC-PF-2 Sales Tax Revenue Bond 38141GCM4 Corporate The Goldman Sachs Group, Inc. 347623 LC -Sr Lien Ob Fund -1 Interest 38143USC6 Corporate The Goldman Sachs Group, Inc. 347623 LC -Sr Lien Ob Fund -1 Interest 38 144LAB6 Corporate The Goldman Sachs Group, Inc. 09/01/2017 07/03/2013 300,000.00 322,515.00 --- 342,267.00 20,833.16 6.250 2.460 A 205091001 LC -2013 A Capitalized Interest 7427 I8DV8 Corporate The Procter & Gamble Company 08/15/2016 07/10/2013 1,240,000.00 1,256,033.20 1,260,174.80 5,060.12 1.450 0.880 AA 05/15/2014 07/10/2013 2,100,000.00 2,160,648.00 --- 2,146,872.00 (3,946.91) 4.150 0.981 A 205091001 LC -2013 A Capitalized Interest 89114QAE8 Cor porate Q The Toronto -Dominion Bank 10/19/2016 07/08/2013 750,000.00 776,452.50 --- 775,725.00 1,420.16 2.375 1.210 AA 205091001 LC -2013 A Capitalized Interest 89153VAC3 Corporate Total Capital International 06/28/2017 07/08/2013 160,000.00 157,765.60 --- 160,812.80 3,920.27 1.550 1.240 AA 205091001 LC -2013 A Capitalized Interest 89233P610 Corporate Toyota Motor Credit Corporation 07/17/2015 07/03/2013 5,000,000.00 5,014,650.00 - 5,034,700.00 18,696.44 0.875 0.520 AA 347623 LC -Sr Lien Ob Fund -1 Interest 8923356]0 Corporate Toyota Motor Credit Corporation 07/17/2015 07/03/2013 800,000.00 802,344.00 -- 805,552.00 2,991.43 0.875 0.520 AA 205091001 LC -2013 A Capitalized Interest 90327QCW7 Corporate USAA Capital Corporation 12/13/2016 07/11/2013 4,000,000.00 4,145,440.00 - 4,120,600.00 (23,025.86) 2.250 1.340 AA 347628 LC-PF-2 Sales Tax Revenue Bond 92343VBA1 Corporate Verizon Communications Inc. 03/28/2014 07/10/2013 13,833,000.00 13,974,926.58 --- 13,918,626.27 (33,394.79) 1.950 0.980 A 347628 LC-PF-2 Sales Tax Revenue Bond 928670AD0 Corporate Volkswagen International Finance N.V. 04/01/2014 07/09/2013 4,670,000.00 4,722,117.20 - 4,700,121.50 (5,463.88) 1.875 0.561 A 347623 LC -Sr Lien Ob Fund -1 Interest 928670AJ7 Corporate Volkswagen International Finance N.V. 03/22/2015 07/08/2013 600,000.00 607,206.00 --- 607,704.00 190.54 1.625 0.890 A 347628 LC-PF-2 Sales Tax Revenue Bond 929903.0.11 Corporate Wells Fargo & Company 08/01/2014 07/05/2013 3,911,000.00 4,091,336.21 - 4,060,986,85 11,632.00 5.250 0.526 A 347628 LC-PF-2 Sales Tax Revenue Bond 94974BET3 Corporate Wells Fargo & Company 10/01/2014 07/03/2013 3,500,000.00 3,628,730.00 -- 3,613,610.00 2245.23 3.750 0.680 AA 347623 LC -Sr Lien Ob Fund -I Interest 94980VAF5 Corporate Wells Fargo Bank, National Association 05/16/2016 07/11/2013 1,000,000.00 988,160.00 - 989,390.00 (1,100.85) 0.473 0.945 A 347628 LC-PF-2 Sales Tax Revenue Bond 0020A2XM9 CP AT&T Inc. 10/21/2013 09/10/2013 10,000,000.00 9,997,380.55 --- 9,998,000.00 0.00 0.000 0.230 AA 347625 LC -Project Fund -2 Senior Lien 0020A2XM9 CP AT&T Inc. 10/21/2013 09/10/2013 3,400,000.00 3,399,109.39 --- 3,399,320.00 0.00 0.000 0.230 AA 347625 LC -Project Fund -2 Senior Lien 05635MX24 CP Bacardi Corporation 10/02/2013 09/11/2013 3,500,000.00 3,499,469.16 --- 3,499,797.00 0.00 0.000 0.260 AA 347625 LC -Project Fund -2 Senior Lien 05634BXP8 CP Bacardi U.S.A., Inc. 10/23/2013 09/25/2013 3,000,000.00 2,999,370.00 --- 2,999,355.00 0.00 0.000 0.270 AA 347625 LC -Project Fund -2 Senior Lien 059680Y72 CP Banco Santander -Chile 11/07/2013 07/11/2013 3,000,000.00 2,996,558.34 --- 2,999,340.00 0.00 0.000 0.350 AAA 205091001 LC -2013 A Capitalized Interest 12800AY17 CP Caisse des Depots et Consignations 11/18/2013 07/11/2013 3,000,000.00 2,997,903.75 --- 2,999,190.00 0.00 0.000 0.195 AAA 347628 LC-PF-2 Sales Tax Revenue Bond 1248C2X76 CP CBS Corporation 10/072013 09/09/2013 10,000,000.00 9,998,133.30 -- 9,999.050.00 0.00 0.000 0.240 AA 347625 LC -Project Fund -2 Senior Lien 1248C2X76 CP CBS Corporation 10/072013 09/09/2013 3,400,000.00 3.,399,365.32 -- 3,399,677.00 0.00 0.000 0.240 AA 347625 LC -Project Fund -2 Senior Lien 151036X94 CP Celgene Corporation 10/09/2013 07/11/2013 3,000,000.00 2,997.774.99 -- 2,999,670.00 0.00 0.000 0.300 AA 347625 LC -Project Fund -2 Senior Lien 20911LX20 CP Consolidated Edison Company of New York, Inc. 10/02/2013 09/162013 4,000,000.00 3,999,644.44 --- 3,999,768.00 0.00 0.000 0.200 AA 347625 LC -Project Fund -2 Senior Lien 2254F,AZ30 CP Credit Suisse (USA), Inc. 12/03/2013 09/26/2013 1,500.000.00 1,499,546.67 --- 1,499.419.50 0.00 0.000 0.160 AAA 347625 LC -Project Fund -2 Senior Lien 25179KX07 CP Devon Energy Corporation 10/16/2013 09/16/2013 4,000,000.00 3,999,400.00 --- 3,999,352.00 0.00 0.000 0.180 AA 347625 LC -Project Fund -2 Senior Lien 25490CX36 CP DIRECTV Holdings LLC 10/03/2013 07/11/2013 3,000,000.00 2,997,855.84 --- 2.999.805.00 000 0.000 0.310 AA 347628 LC-PF-2 Sales TaxReveuue Bond 25490CX36 CP DIRECTV Holdings LLC 10/03/2013 07/24/2013 1,000,000.00 999,416.67 --- 999,935.00 0.00 0.000 0.300 AA 347625 LC -Project Fund -2 Senior Lien 257450X74 CP Dominion Resources, inc. 10/07/2013 09/25/2013 4,000,000.0(1 3,999,666.68 -- 3,999.620.00 0.00 0.000 0.250 AA -_ _ - 347625 LC -Project Fund 2 Senior Lien 27743]X24 CP Eastman Chemical Company 10/02/2013 09/11/2013 3,500,000.00 3,499,448.75 --- 3,499,797.00 0.00 0.000 0.270 AA 347628 LC-PF-2 Sales Tax Revenue Bond 27805AXF9 CP Eaton Corporation 10/15/2013 09/09/2013 10,000,000.00 9,997,472.20 - - 9,998.450.00 0.00 0.000 0.260 AA 347625 LC -Project Fund -2 Senior Lien 27805AXF9 CP Eaton Corporation 10/15/2013 09/09/2013 3,400,000.00 3,399,140.55 --- 3,399,473.00 0.00 0.000 0.260 AA 347625 LC -Project Fund -2 Senior Lien 37331 WXA4 CP Georgia-Pacific LLC 101102013 09/19/2013 4,000,000.00 3,999,556.68 -- 3,999.676.00 0.00 0.000 0.190 AA - - 347625 LC -Project Fund 2 Senior Lien 41805BXV3 CP Hasbro, Inc. 10/29/2013 09/27/2013 3,700,000.00 3,699,] 77.79 --- 3,699,030.60 0:00 0.000 0.250 AA 347628 LC-PF-2 Sales Tax Revenue Bond 41805BXV3 CP Hasbro, Inc. 10/29/2013 09/27/2013 300,000.00 299,933.33 --- 299,921.40 0.00 0.000 0.250 AA 347628 LC-PF-2 Sales Tax Revenue Bond 42823JXW0 CP Hewlett-Packard Company 10/30/2013 09/10/2013 10,000,000:00 9,995,300.00 --- 9,997,290.00 0.00 0:000 0.360 AA 347625 LC -Project Fund -2 Senior Lien 42823JXW0 CP I lcwle0-Packard Company 10/30/2013 09/10/2013 3,500,000.00 3,498,355.00 -- 3,499,051.50 0.00 0.000 0.360 AA 347628 LC-PF-2 Sales Tax Revenue Bond 44890MXA5 CP Hyundai Capital America 10/10/2013 09/12/2013 5,000,000.00 4,998,911.10 --- 4,999,410.00 0,00 0.000 0.284 AA 347625 LC -Project Fund -2 Senior Lien 44890MXA5 CP Hyundai Capital America 10/10/2013 09/12/2013 3,500,000.00 3,499.237.77 --- 3,499.587.00 0.00 0.000 0.284 AA 347625 LC -Project Fund -2 Senior Lieu 57163TXW4 CP Marriott International, Inc. 10/30/2013 09/24/2013 4,000,000.00 3,998,988.88 --- 3,998,916.00 0.00 0.000 0.260 AA 347628 LC -Ply -2 Sales Tax Revenue Bond 60920VY63 CP Mondelez International Inc 11/06/2013 09/25/2013 5,500,000.00 5,498,183.46 -- 5,498,207.00 0.00 0.000 0.290 AA 347625 LC -Project Fund -2 Senior Lien 60920VY63 CP Mondelez International Inc 11/06/2013 09/25/2013 4,000,000.00 3,998,678.88 --- 3,998,696.00 0.00 0.000 0.290 AA 347625 LC -Project Fund -2 Senior Lien 65475LXU1 CP Nissan Motor Acceptance Corporation 10/28/2013 09/19/2013 4,000,000.00 3,998,942.24 -- 3,998,984.00 0.00 0.000 0.280 AA 205091001 LC -2013 A Capitalized Interest 74433GXV3 CP Prudential Funding LLC 10/29/2013 09/12/2013 4,000,000.00 3,999,477.78 -- 3,999,480.00 0.00 0.000 0.100 AAA 347625 LC -Project Fund -2 Senior Lien 74433GXV3 CP Prudential Funding LLC 10/29/2013 09/12/2013 3,000.000.00 2,999.608.33 --- 2,999.619.00 0.00 0.000 0.100 AAA 347625 LC -Project Fund -2 Senior Lien 74977KXF1 CP Rabobank USA Financial Corporation 10/15/2013 07/11/2013 5,000,000.00 4,997,625.00 -- 4,999,600.00 0.00 0.000 0.1.80 AAA 205091001 LC -2013 A Capitalized Interest 74977KXF1 CP Rabobank USA Financial Corporation 10/15/2013 07/11/2013 2,500.000.00 2,498.812.50 -- 2,499,825.00 0.00 0.000 0.180 AAA 347625 LC -Project Fund -2 Senior Lien 783%.0X64 CP Ryder System, Inc. IO/16I2013 09/16/2013 4,000,000.00 3,999, ] 66.68 --- 3,999,352.00 0.00 0.000 0,250 AA 347625 LC -Project Fund -2 Senior Lien 5006E0ZC3 CP The Korea Development Bank 12/12/2013 09/26/2013 1,500,000.00 1,499.390.42 -- 1,499.34450 0.00 0.000 0.190 AAA 205091001 LC -2013 A Capitalized Interest 89116EYS6 CP Toronto Dominion Holdings (U.S.A.), Inc. 11/26/2013 09/26/2013 1,000,000.00 999,796.67 --- 999,690.00 0.00 0.000 0.120 AAA 347625 LC -Project Fund -2 Senior Lien 91842LX41 CP VW Credit, Inc. 10/04/2013 09/12/2013 4,000.000.00 3,999,413.32 --- 3,999,712.00 0.00 0.000 0.240 AA 347628 LC-PF-2 Sales Tax Revenue Bond 94971(2XH0 CP WellPoint, Inc. 10/17/2013 07/25/2013 5,000,000.00 4,996,500.00 - 4,999,150.00 0.00 0.000 0.300 AA 347625 LC -Project Fund -2 Senior Lien 9497K2XA5 CP WellPoint, Inc. 10/10/2013 07/11/2013 3,000,000.00 2,997.750.00 -- 2,999.646.00 0.00 0.000 0.300 AA 347625 LC -Project Fund -2 Senior Lien 9497K2XH0 CP WellPoint, Inc. 10/17/2013 07/25/2013 2,000,000.00 1,998,600.00 -- 1,999,660.00 0.00 0.000 0.300 AA 347625 LC -Project Fund -2 Senior Lien CCYUSD Currency UNITED STATES OF AMERICA 09/30/2013 0.00 452.80 - 452.80 0.00 0.000 0.000 AAA 347628 LC-PF-2 Sales Tax Revenue Bond CCYUSD Currency UNITED STATES OF AMERICA 09/30/2013 --- 0.00 251.59 -- 251.59 0.00 0.000 0.000 AAA 347623 LC -Sr Lien Ob Fund -1 Interest CCYUSD Currency UNITED STATES OF AMERICA 09/30/2013 --- 0.00 30.09 --- 30.09 0.00 0.000 0.000 AAA 347621 LC -Sr Lien Reserve Fund -1 CCYUSD Currency UNITED STATES OF AMERICA 09/30/2013 --- 0.00 4.40 --- 4.40 0.00 0.000 0.000 AAA Corporate Corporate Rio Tinto Finance (USA) Limited Royal Bank of Canada 01/19/2017 --- 10/13/2015 07/03/2013 05/20/2016 07/03/2013 04/19/2016 07/08/2013 03/22/2017 07/08/2013 03/21/2014 07/24/2013 08/15/2014 07/05/2013 10/15/2013 07/05/2013 05/01/2014 07/09/2013 11/15/2014 07/08/2013 2,000,000.00 2,116,560.00 02/07/2016 07/03/2013 600,000.00 627,936.00 -- 631,476.00 6,119.10 3.625 1.340 A 2,000,000.00 2,103,900.00 1,505,000.00 1,543,467.80 600,000.00 617,400.00 2,000,000.00 2,099,900.00 400,000.00 449,936.00 2,128,080.00 1,541,827.35 617,706.00 27,322.18 3.375 1.430 1,569.00 2.125 0.930 835.84 2.500 1.410 AA AA A 2,094,800.00 (2,353.77) 2.875 1.090 AA - 452,468.00 4,531.49 5.200 1.390 AA 5,000,000.00 5,042,400.00 5,870,000.00 6,141,957.10 6,674,000.00 6,755,489.54 5,000,000.00 5,208,235.00 5,029,850.00 731.52 1.700 0.380 A - 6,097,286.40 9,677.62 5,000 0.581 A 6,683,877.52 5,155,350.00 2,102,560.00 985.96 5.250 0.649 1,622.47 6.000 0.750 6,478.01 5.500 0.850 A A A 347628 LC-PF-2 Sales Tax Revenue Bond 842587CE5 Corporate The Southern Company 347621 LC -Sr Lien Res Fund -1 CCYUSD Currency UNITED STATES OF AMERICA 09/30/2013 --- 0.00 (0.00) 207 (0.00) 0.00 0.000 0.000 AAA Page 4 of 32 1111111 ow. Riverside Coon irons, r rlolion Commission STAMP Portfolio by Category for quarter ending September 30, 2013 Source Account Account Security Type Identifier Category Issuer Final Maturity Trade Date Curre ce Value Original Cost Next Can Date Base Market Value Base Net Total Unrealized Gain/Loss Summarize d Credit Coupon Yield Rating 347623 LC -Sr Lien Ob Fund -1 Interest CCYUSD Currency 347623 LC -Sr Lien 06 Fund -I Interest 61747070 MM Fund 347628 LC-PF-2 Sales Tax Revenue Bond 617470715 MM Fund 347621 LC -Sr Lien Reserve Fund -1 61747C715 MM Fund 347625 LC -Project Fund -2 Senior Lien 61747C715 MM Fund 205091001 LC -2013 A Capitalized Interest 9AMMFO5B2 MM Fund 205091001 LC -2013 A Capitalized Interest 184126YS3 Muni 347628 LC-PF-2 Sales Tax Revenue Bond 19648CAC5 Muni 347623 LC -Sr Lien Ob Fund -1 Interest 19648CAC5 Muni 205091001 LC -2013 A Capitalized Interest 2352 19JS2 Muni 347623 LC -Sr Lien Ob Fund- I Interest 2352 19JS2 Muni 347628 LC-PF-2 Sales Tax Revenue Bond 40/288Y05 Muni 205091001 LC -201 3 A Capitalized Interest 407288YD5 Muni 347623 LC -Sr Lien 06 Fund -1 Interest 407288YD5 Muni 347628 LC-PF-2 Sales Tax Revenue Bond 64468EAZ3 Mum 347625 LC -Project Fund -2 Senior Lien 59259YE62 Muni 205091001 LC -2013 A Capitalized Interest 64966H4E7 Muni 205091001 LC 2013 A Capitalized Interest 912828RU6 US Gov 205091001 LC -2013 A Capitalized Interest 912828SY7 US Gov 205091001 LC -2013 A Capitalized Interest 912828VG2 US Gov 347621 LC -Sr Lien Reserve Fund -1 912828VK3 US Gov 347623 LC -Sr Lien Ob Fund -1 Interest 912828RU6 US Gov 347621 LC -Sr Lien Reserve Fund -1 912828VB3 US Gov 347623 LC -Sr Lien Ob Fund -1 Interest 912828SY7 US Gov 205091001 LC -2013 A Capitalized Interest 912828UA6 US Gov 347623 LC -Sr Lien Ob Fund -1 Interest 912828VG2 US Gov 347623 LC -Sr Lien Ob Fund -1 Interest 912828UA6 US Gov 347623 LC -Sr Lien Ob Fund -I Interest 91282812X0 US Gov 347621 LC -Sr Lien Reserve Fund -1 912828KQ2 US Gov 347621 LC -Sr Lien Reserve Fund -1 912828T29 US Gov 347621 LC -Sr Lien Reserve Fund -1 9128338:80 US Gov 347625 LC -Project Fund -2 Senior Lien 882722LC3 VRDN 347625 LC -Project Fund -2 Senior Lien 97689RAH7 VRDN UNITED STATES OF AMERICA Morgan Stanley Institutional Liquidity Funds Morgan Stanley Institutional Liquidity Funds Morgan Stanley Institutional Liquidity Funds Morgan Stanley Institutional Liquidity Funds U.S. Bank Money Market Account Fund Clayton County Water Authority Colorado Housing and Finance Authority Colorado Housing and Finance Authority Dallas, City of Dallas, City of Hamilton, County of Hamilton, County of Hamilton, County of Labor, New Hampshire Department of Metropolitan Transportation Authority New York, City of Treasury. United States Department of Treasury. United States Department of Treasury, United States Department of Treasury, United States Department of Treasury, United States Department of Treasury, United States Department of Treasury, United States Department of Treasury, United States Department of Treasury, United States Department of Treasury, United States Department of Treasury, United States Department of Treasury. United States Department of Treasury, United States Department of Treasury, United States Department of Texas, State of Wisconsin Housing. and Economic Development Authority 09/30/2013 09/30/2013 09/30/2013 09/30/2013 09/30/2013 09/25/2013 09/30/2013 05/01/2017 07/11/2013 05/15/2014 07/10/2013 9,850,000.00 9,880,633.50 05/15/2014 07/10/2013 02/15/2017 07/10/2013 02/15/2017 07/10/2013 12/01/2015 07/18/2013 12/01/2015 07/18/2013 12/01/2015 07/18/2013 11/01/2020 07703/2013 11/15/2013 07/10/2013 10/01/2017 07/12/2013 11/30/2016 07/05/2013 05/31/2017 07/05/2013 06/15/2016 07/05/2013 06/30/2018 07/05/2013 11/30/2016 05/15/2023 07/05/2013 05/31/2017 07/05/2013 11/30/2017 07/05/2013 06/15/2016 07/05/2013 11/30/2017 07/05/2013 12/31/2016 09/13/2013 05/15/2019 07/05/2013 08/15/2022 07/05/2013 575,000.00 535,917.97 535,648.73 (947.78) 1.625 2.484 AAA 05/15/2018 07/05/2013 380,000.00 353,517.80 357,728.20 3,036.50 0.000 1.307 AAA 06/01/2031 07/10/2013 1,065,000.00 1,065.000.00 10/01/2013 1,065,000.00 0.00 0.110 0.110 AAA 04/01/2046 07/05/2013 1,825,000.00 1,825,000.00 10/01/2013 1,825,000.00 0.00 0.140 0.140 AAA 0.00 0.00 845,963.37 0.00 225,580.11 0.00 182,504.46 0.00 43,084.61 0.00 55,564.04 (0.00) (0.00) 845,963.37 225,580.11 182,504.46 43,084.61 55,564.04 0.00 0.000 0.000 0.00 0.060 0.060 0.00 0.060 0.060 0.00 0.060 0.060 0.00 0.060 0.060 AAA AAA AAA AAA AAA NA AA AA AA AA AA 770,000.00 755,939.80 930,000.00 932,892.30 754,407.50 9,869,503.00 931,841.40 0.00 0.000 0.000 (2,277.69) 1.300 1.887 7,980.40 0.852 0.353 753.48 0.852 0.353 29,697.85 1.589 1.167 2,135,000.00 2,135,000.00 2,164,697.85 650,000.00 650.000.00 650,611.00 9,041.50 1.589 1.167 6,645,000.00 6,645,000.00 2,080.000.00 2,080.000.00 630,000.00 630,000.00 3,200,000.00 3,200,000.00 1,740.000.00 1,750,561.80 1,170,000.00 1,238,222.70 12,000,000.00 11,989,218.75 12,000,000.00 11,780,156.25 10,200,000.00 10,146,210.94 3,500,000.00 3,483,730.47 3,450,000.01) 3,446,830.08 3,500,000.00 3,253,085.94 3,000,000.00 2,945,039.06 2,250,000.00 2,186,367.19 2,200,000.00 2,188,398.44 1,450,000.00 1,408.992.19 950,000.00 945,212.89 500,000.00 539.902.34 10/01/2013 6,624,134.70 2,087,862.40 628,021.80 3,200,000.00 1,743,828.00 1,232,595.00 12,053,400.00 11,865,000.00 10,190,412.00 25,118.10 7,862.40 2,381.40 0.00 212.53 (2,422.58) 66,323.83 74,742.12 41,613.91 25,652.73 1.375 1.312 19,161.10 0.875 0.725 U.803 0.803 0.803 0.160 2.000 0.167 3.140 1.750 0.875 0.725 0.625 0.931 0.500 0.529 U.627 0.627 0.627 AA AA AA AA A AA AAA AAA AAA AAA AAA AAA AAA AAA AAA AAA AAA AAA - 3,509,030.00 3,465,352.50 - 3,243,240.00 2,966,250.00 - 2,204,122.50 (13,901.32) 1.750 2.613 18,685.53 0.625 0.931 15,174.94 0.625 1.12.0 8,975.55 0.500 0.529 9,779.41 0.625 1.120 8,214.84 0.875 0.760 3,471.38 3.125 1.564 2,197,938.60 1,420,434.50 953,266.10 541,760.00 575,923,792.26 208 Page 5 of 32 ATTACHMENT 3 Riverside County Transportation Commission STAMP Portfolio by Account for quarter ending September 30, 2013 Source Account Account Security Type Identifier Cate•ory Issuer Base Net Total Summarize Curren ace Unrealized d Credit Final Maturi Trade Date Value Ori ' inal Cost Next Call Date Base Market Value Gain/Loss Cou on Yield Ratin 347621 347621 347621 347621 LC -Sr Lien Reserve Fund -1 347621 LC -Sr Lien Reserve Fund -1 347621 LC -Sr Lien Reserve Fund -1 347621 LC -Sr Lien Reserve Fund -1 347621 LC -Sr Lien Reserve Fund -1 347621 LC -Sr Lien Reserve Fund -I 347621 LC -Sr Lien Reserve Fund -1 347621 LC -Sr Lien Reserve Fund -1 347621 LC -Sr Lien Reserve Fund -1 347621 LC -Sr Lien Reserve Fund -1 347621 LC -Sr Lien Reserve Fund -1 347621 LC -Sr Lien Reserve Fund -1 347621 LC -Sr Lien Reserve Fund -1 3136A72D3 Agency CMO 347621 LC -Sr Lien Reserve Fund -1 31393DRM5 Agency CMO 347621 LC -Sr Lien Reserve Fund -1 3136A7MJ8 Agency CMO 347621 LC -Sr Lien Reserve Fund -1 313923383. Agency CMO Federal National Mortgage Association The Government National Mortgage Association Guaranteed REMIC 347621 LC -Sr Lien Reserve Fund -1 38377UN20 Agency CMO Pass -Through Securities The Government National. Mortgage Association Guaranteed REMIC 347621 LC -Sr Lien Reserve Fund -1 38378TAF7 Agency CMO Pass -Through Securities The Government National Mortgage Association Guaranteed REMIC 347621 LC -Sr Lien Reserve Fund -1 38377JZ89 Agency CMO Pass -Through Securities The Government National Mortgage Association Guaranteed REMIC 347621 LC -Sr Lien Reserve Fund -1 38377RVK8 Agency CMO Pass -Through Securities The Goverment National Mortgage Association Guaranteed REMIC 347621 LC -Sr Lien Reserve Fund -1 38376LE39 Agency CMO Pass -Through Securities LC -Sr Lien Reserve Fund -I LC -Sr Lien Reserve Fund -1 LC -Sr Lien. Reserve Fund -1 3133EC3U6 Agency 313376NF8 Agency 3137EACA5 .Agency 3137EADB2 Agency 3134G3Y61 Agency 3135G0JA2 Agency 3135GUKB8 Agency 3137ASNH3 Agency CMO 3137A7E22 Agency CMO 31398VWC6 Agency CMO 3137AEV77 Agency CMO 31395EZP5 Agency CMO 3137AUPE3 Agency CMO Federal Home Loan Mortgage Corporation 31395K5G4 Agency CMO Federal Home Loan Mortgage Corporation 3137B03W2 Agency CMO Federal Home Loan Mortgage Corporation Federal Farm Credit Banks Consolidated Systemwide Bonds Federal Home Loan Banks Office of Finance Federal Home Loan Mortgage Corporation Federal Home Loan Mortgage Corporation Federal Home Loan Mortgage Corporation Federal National Mortgage Association Federal National Mortgage Association Federal Home Loan Mortgage Corporation Federal Home Loan Mortgage Corporation Federal Home Loan Mortgage Corporation Federal Home Loan Mortgage Corporation Federal Home Loan Mortgage Corporation 11/21/2014 07/09/2013 06/27/2019 07/09/2013 03/27/2019 07/05/2013 01/13/2022 07/05/2013 550,000.00 529,303.50 --- 535,315.00 5,807.09 2.375 2.730 AAA 12/10/2014 07/08/2013 250,000.00 249,812.50 12/10/2013 250,102.50 227.32 0.375 0.231 AAA 04/27/2017 07/05/2013 450,000.00 448,983.00 --- 451,552.50 2,764.01 1.125 1.010 AAA 04/16/2019 08/01/2013 175,000.00 177,257.50 04/16/2014 176,834.00 550.46 2.750 0.349 AAA 09/25/2021 07/03/2013 471,848.73 461,103.11 -- 460,596.55 1,053.78 1.459 1.908 AAA 04/15/2028 07/08/2013 423,283.04 438,230.21 - 440,221.98 1,415.32 3.500 1.645 AAA 06/15/2028 07/08/2013 370,892.55 379,933.05 --- 379,792.86 (1,702.37) 7.000 3.874 AAA 05/25/2018 07/03/2013 251,000.00 258,314.30 -- 259.743.08 1,841.54 2.699 1.866 AAA 08/15/2019 07/09/2013 229,753.10 243,071.59 --- 242,991.24 (1,364.25) 4.500 1.757 AAA 06/25/2022 07/03/2013 235,000.00 220.358.40 221,371.41 435.74 2.396 3.181 AAA 05/15/2033 07/08/2013 61,251.18 62,131.67 --- 62,342.43 (56.13) 5.000 2.473 AAA 08/25/2017 07/31/2013 45,000.00 44,964.84 - 45,146.88 (22.94) 1.426 1.441 AAA 04/25/2022 07/03/2013 395,000.00 375,250.00 --- 374,697.00 (1,172.76) 2.482 3.181 AAA 07/25/2033 07/05/2013 248,916.16 262,762.12 266,841.11 7,248.72 5.000 2.214 AAA 12/25/2019 08/20/2013 175,000.00 172,402.34 --- 174,054.65 1,038.05 1.520 1.712 AAA 03/25/2018 07/08/2013 68,460.89 72,226.24 72,405.68 596.76 5.000 0.831 AAA 100,000.00 750,000.00 758,145.00 12/27/2013 800,000.00 875,900.00 99,800.00 09/26/2013 100,002.00 754,320.00 880,336.00 166.01 0.280 0.281 114.18 3.000 0.629 AAA AAA 8,522.83 3.750 1.793 AAA Federal National Mortgage Association Federal National Mortgage Association Federal National Mortgage Association 01/20/2040 07/08/2013 07/20/2041 07/05/2013 10/20/2039 07/05/2013 04/20/2039 07/03/2013 12/20/2038 07/08/2013 466,451.03 475,178.77 295,618.97 295,663.54 261,762.56 269,768.81 169,132.21 173,149.10. 67,614.99 68,481.31 476,424.22 1,080.10 3.000 1.807 AAA 295,625.47 166.84 2.500 2.470 AAA 265,604.97 697.92 3.500 2.467 AAA 176,863.92 1,857.35 3.000 1.990 AAA 70,660.37 146.92 4.000 1.095 AAA 347621 LC -Sr Lien Reserve Fund -1 3137A73U5 Agency MBS Federal Home Loan Mortgage Corporation 11/25/2017 07/03/2013 325,000.00 351,203.13 - 352, 190.48 3,788.59 3.882 1.557 AAA 347621 LC -Sr Lien Reserve Fund -1 3128MMAK9 Agency MBS Federal Home Loan Mortgage Corporation 09/01/2019 07/08/2013 296,204.92 314,902.85 --- 313,758.02 2,099.03 5.000 1.412 AAA 347621 LC -Sr LienReserve Fund -1 3136A4M48 Agency MBS Federal National Mortgage Association 01/25/2022 07/05/2013 450,530.48 451,797.59 -- 453,788.26 3,516.35 2.098 1.831 AAA 347621 LC -Sr Lien Reserve Fund -I 31418AFW3 Agency MBS Federal National Mortgage Association 06/01/2022 07/10/2013 371,038.87 383,213.58 --- 388,436.88 1,310.45 3.000 1.801 AAA 347621 LC -Sr Lien Reserve Fund -1 31417YKF3 Agency MBS Federal National Mortgage Association 01/01/2030 07/10/2013 243,189.94 256,565.40 - 263,399.03 4,548.10 4.500 2.413 AAA 347621 LC -Sr Lien Reserve Fund -1 31416YX12 Agency MBS Federal National Mortgage Association 08/01/2026 07/03/2013 89,234.91 93,431.74 94,225.82 1.596.28 3.500 1.718 AAA 347621 LC -Sr Lien Reserve Fund -1 31385XBG1 Agency MBS Federal National Mortgage Association 03/01/2018 09/13/2013 54,869.39 58,435.90 -- 58,058.40 412.86 6.000 0.642 AAA 347621 LC -Sr Lien Reserve Fund -1 CCYUSD Currency UNITED STATES OF AMERICA 09/30/2013 0.00 (0.00) -- (0.00) 0.00 0.000 0.000 AAA 347621 LC -Sr Lien Reserve Fund -1 61747C715 MM Fund Morgan Stanley Institutional Liquidity Funds 09/30/2013 --- 0.00 182,504.46 -- 182,504.46 0.00 0.060 0.060 AAA 347621 LC -Sr Lien Reserve Fund -1 912828VK3 US Gov Treasury, United States Department of 06/30/2018 07/05/2013 3,500,000.00 3,483,730.47 --- 3,509,030.00 25,652.73 1.375 1.312 AAA 347621 LC -Sr Lien Reserve Fund -1 912828VB3 US Gov Treasury, United States Department of 05/15/2023 07/05/2013 3,500,000.00 3,253,085.94 -- 3,243,240.00 (13.901.32) 1.750 2.613 AAA -.-_ - - - _ - _ - 347621 LC -Sr Lien Reserve Fund -1 912828KQ2 US Gov Treasury, United States Department of 05/15/2019 07/05/2013 500,000.00 539,902.34 --- 541,760.00 3,471.38 3.125 1.564 AAA 347621 LC -Sr Lien Reserve Fund -1 912828T59 US Gov Treasury, United States Department of 08/15/2022 07/05/2013 575,000.00 535,917.97 -- 535,648.73 (947.78) 1.625 2.484 AAA 347621 LC -Sr Lien Reserve Fund -I 912833KR0 US Gov Treasury, United States Department of 05/15/2018 07/05/2013 380,000.00 353,517.80 --- 357,728.20 3,036.50 0.000 1.307 AAA 17,727,614.10 347623 LC -Sr Lien Ob Fund -1 Interest 3137ANLP8 Agency CMO Federal Home Loan Mortgage Corporation 11/25/2016 07/09/2013 930,000.00 939.227.34 - 944,449.41 1.,951.21 1.655 1.232 AAA 347623 LC -Sr Lien Ob Fund -1 Interest 31393 V2T7 Agency CMO Federal Rome Loan Mortgage Corporation 06/15/2018 07/08/2013 462,984.46 480.678.41 --- 485,507.27 (433.35) 4.500 1.084 AA AA 347623 LC -Sr Lien Ob Fund -1 Interest 3137ASNH3 Agency CMO Federal Home Loan Mortgage Corporation 09/25/2021 08/152013 471,848.73 459.462.70 --- 460,596.55 2,859.83 1.459 1.908 AAA 347623 LC -Sr Lien Ob Fund -1 Interest 3136A8G38 Agency CMO Federal National Mortgage Association 08/25/2017 07/08/2013 930,000.00 916,267.97 -- 924,281.43 4,743.71 1.246 1.475 AAA 347623 LC -Sr Lien Ob Fund -I Interest 3136A4M89 Agency CMG Federal National Mortgage Association 01/25/2019 07/05/2013 213,160.16 214,517.39 --- 215,340.36 1,437.19 1.934 1.561 AAA 347623 LC -Sr Lien Ob Fund -1 Interest 31393EXC8 Agency CMO Federal National Mortgage Association 09/25/2018 07/24/2013 85,258.83 90,134.58 - 89,487.33 (541,82) 4.500 1.352 AAA 347623 LC -Sr Lien Ob Fund -1 Interest 314020003 Agency MBS Federal National Mortgage Association 09/01/2019 07/16/2013 197,356.39 21 1.849.75 -- 211,206.86 452.98 6.000 0.868 AAA 347623 LC -Sr Lien Ob Frmd-1 Interest 36162WAC1 Asset Backed GE EQUIP TRANSN LLC SER 2013-1 11/25/2016 07/09/2013 925,000.00 921,964.84 -- 923,088.03 (16,836.81) 0.690 2.000 AAA 347623 LC -Sr Lien Ob Fund -1 Interest 36162RAB4 Asset Backed GE Equipment Small Ticket, L.L.C., Series 2012-1 11/21/2014 07/03/2013 258,510.3(> 258,651.73 -- 258,673.22 (569.08) 0.850 1.598 AAA 347623 LC -Sr Lien Ob Fund -1 Interest 47787BAC9 Asset Backed John Deere Owner Trust 2012 03/15/2016 07/05/2013 898,375.15 899,217.38 - 899,811.65 (1,158.40) 0.750 0.830 AAA 347623 LC -Sr Lien Ob Fund -1 Interest 00279VCA1 Corporate Abbey National Treasury Services PLC 11/10/2014 07/05/2013 1,00(1,000.00 1,035,030.00 --- 1,031,840.00 (522.90) 3.875 1.270 A 347623 LC -Sr Lien Ob Fund -1 Interest 02580ECC5 Corporate American Express Bank, FSB. 09/13/2017 07/08/2013 250,000.00 287,890.00 --- 289,912.50 4,023.89 6.000 1.790 A 347623 LC -Sr Lien Ob Fund -1 Interest 783870AP8 Corporate AT&T Inc. 09/15/2014 07/03/2013 1,300,000.00 1,367,613.00 --- 1,355,783.00 3,981.96 5.100 0.380 A 347623 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 -- 295,464.00 3,093.07 1.375 1.740 A 347623 LC -Sr Lien Ob Fund -I Interest 172967F08 Corporate Citigroup Inc. 05/19/2015 07/03/2013 614,000.00 649,790.06 --- 649,796.20 4,464.25 4.750 1.130 A 347623 LC -Sr Lien Ob Fund -1 Interest 233851AT1 Corporate Daimler Finance NorthAmerica LLC 01/11/2016 07/08/2013 500,000.00 497,995.00 -- 499,955.00 2,948.80 1.250 1.150 A 347623 LC -Sr Lien Ob Fund -1 Interest 263534BX6 Corporate E. 1. du Pont de Nemours and Company 03/15/2015 07/09/2013 950,000.00 1,014,068.00 - 1,006,192.50 3,435.05 4.750 0.460 A 347623 LC -Sr Lien Ob Fund -1 Interest 3696203H5 Corporate General Electric Capital Corporation 09/15/2017 07/03/2013 300,000.00 340,212.00 --- 341,841.00 3,547.44 5.625 1.960 AA 347623 LC -Sr Lien Ob Fund -1 Interest 48121CJM9 Corporate JPMorgan Chase Bank, National Association 06/13/2016 07/11/2013 500,000.00 492,775.00 --- 494,325.00 906.65 0.584 1.014 A 347623 LC -Sr Lien Ob Fund -1 Interest 48121CYK6 Corporate JPMorgan Chase Bank, National Association: 10/01/2017 07/03/2013 30000000 341,424.00 343,245.00 3,640.83 6.000 2.240 A 347623 LC -Sr Lien 01, Fund -I Interest 59217GAC3 Corporate Metropolitan Life Global Funding I 09/29/2015 07/03/2013 740.000.011 766,284.80 764,405.20 61.07 2.500 0.880 AA 347623 LC -Sr Lien Ob Fund -1 Interest 61746BDG8 Corporate Morgan Stanley 02/25/2016 07/03/2013 500,000.00 496,725.00 - 502,410.00 5,337.92 1..750 1.550 A 347623 LC -Sr Lien Ob Fund -1 Interest 69349LAL2 Corporate PNC Bank, National Association 04/29/2016 07/11/2013 500,000.00 499,180.00 04/29/2015 498,990.00 2,872.98 0.584 0.307 A 347623 LC -Sr Lien Ob Fund -1 Interest 767201AM8 Corporate Rio Tinto Finance (USA) Limited 05/20/2016 07/03/2013 600,000.00 617,400.00 617,706.00 835.84 2.500 1.410 A 347623 LC -Sr Lien Ob Fund -1 Interest 38143USC6 Corporate The Goldman Sachs Croup, Inc. 02/07/2016 07/03/2013 600,000.00 627,936.00 - 631,478.00 6,119.10 3.625 1.340 A 347623 LC -Sr Lien Ob Fund -1 Interest 38144LAB6 Corporate The Goldman Sachs Group, Inc. 09/01/2017 07/03/2013 300,000.00 322,515.00 342,267.00 20,833.16 6.250 2.460 A 209 Page 6 of 32 111111 wals Riverside County Transportation Commission STAMP Portfolio by Account for quarter ending September 30, 2013 Source Account Account Security Type Identifier Category Issuer Toyota Motor Credit Corporation Volkswagen International Finance N.V. Wells Fargo Bank, National Association UNITED STATES OF AMERICA Morgan Stanley Institutional Liquidity Funds Colorado Housing and Finance Authority Dallas, City of Hamilton, County of 347623 LC -Sr Lien Ob Fund- I Interest 89233P670 Corporate 347623 LC -Sr Lien Ob Fund -1 Interest 928670AJ7 Corporate 347623 LC -Sr Lien Ob Fund -1 Interest 94980VAF5 Corporate 347623 LC -Sr Lien Ob Fond -1 Interest CCYUSD Currency 347623 LC -Sr Lien Ob Fund -I Interest 61747C715 MM Fund 347623 LC -Sr Lien 0b Fund -1 Interest I9648CAC5 Moni 347623 LC -Sr Lien Ob Fund -1 Interest 235219152 Muni 347623 LC -Sr Lien Ob Fund -1 Interest 407208YD5 Muni 347623 LC -Sr Lien Ob Fund -I Interest 912828RU6 US Gov Treasury. United States Department of 347623 LC -Sr Lien Ob Fund -1 Interest 912828SY7 US Gov Treasury. United States Department of 347623 LC -Sr Lien Ob Fund -1 Interest 912828V02 US Gov Treasury, United States Department of 347623 LC -Sr Lien 01, Fund -1 Interest 912828UA6 US Gov 347623 LC -Sr Lien Ob Fund -1 Interest 912828RX0 US Gov Base Net Total Summarize CurrenfFace Unrealized d Credit Final Maturity Trade Date Value Original Cost Neat Call Date Base Market Value Gain/Loss Coupon Yield Rating 07/17/2015 07/03/2013 03/22/2015 07/08/2013 05/16/2016 07/11/2013 09/30/2013 09/30/2013 05/15/2014 07/10/2013 02/15/2017 07/10/2013 12/01/2015 07/18/2013 630,000.00 630,000.00 11/30/2016 3,450,000.00 3,446.830.08 -- 3,465.352.50 05/31/2017 07/05/2013 3,000,000.00 2,945,039.06 06/15/2016 07/05/2013 2,200,000.00 2,188,398.44 11/30/2017 07/05/2013 1,450,000.00 1,408,992.19 12/31/2016 09/13/2013 950,000.00 945,212.89 800,000.00 802,344.00 805,552.00 607,704.00 989,390.00 2,991.43 0.875 0.520 AA 600,000.00 607,206.00 1,000,000.00 988,160.00 190,54 1.625 0.890 A A 0.00 (0.00) 0.00 845,963.37 930,000.00 932,892.30 650,000.011 650,000.00 (0.00) 845,963.37 931,841.40 650,611.00 628,021.80 (1,100.85) 0.473 0.945 0.00 0.000 0.000 AAA 0.00 0.060 0.060 AAA 753.48 0.852 0.553 AA 9,041.50 1.589 1.167 AA 2,381.40 0.803 0.627 AA 19,161.10 0.875 0.725 AAA 18.685.53 0.625 0.931 AAA 2,966,250.00 2,197,938.60 1,420,434.50 8,975.55 0.500 0.529 AAA 9,779.41 0.625 1.120 AAA 8,214.84 0.875 0.760 AAA Treasury, United States Department of Treasury, United States Department of 953,266.10 347625 LC -Project Fund -2 Senior Lien 36162DA05 Asset Backed GE EQUIP SMALL TICKET LLC SER2011-2 06/23/2014 07/10/2013 347625 LC -Project Fund -2 Senior Lien 43813TAC7 Asset Backed Honda Auto Receivables 2011-1 Owner Trust 10/15/2014 07/24/2013 347625 LC -Project Fund -2 Senior Lien 65475HAEI Asset Backed Nissan Auto Lease Trust 201 I -A 04/17/2017 07/26/2013 347625 LC -Project Fund -2 Senior Lien 65475NAD0 T Asset Backed Nissan Auto Lease Trust 2011-B 02/16/2015 07/11/2013 347625 LC -Project Fund -2 Senior Lien 65475UAB8 Asset Backed Nissan Auto Receivables 2012-A Owner Trust 10/15/2014 07/26/2013 347625 LC -Project Fund -2 Senior Lien 89236PAB9 Asset Backed Toyota Auto Receivables 2012-A Owner Trust 10/15/2014 07/24/2013 347625 LC -Project Fund -2 Senior Lien 449786AF9 Corporate MG Bank N.V. 10/18/2013 07/18/2013 347625 LC -Project Fund -2 Senior Lien 24422ERJ0 Corporate John Deere Capital Corporation 10/042013 07/11/2013 347625 LC -Project Fund -2 Senior Lien 38141GDQ4 Corporate The Goldman Sachs Group. Inc. 10/15/2013 07/05/2013 347625 LC -Project Fund -2 Senior Lien 0020A2XM9 CP AT&T Inc. 10/21/2013 09/10/2013 347625 LC -Project Fund -2 Senior Lien 05635MX24 CP Bacardi Corporation 10/022013 09/11/2013 347625 LC -Project Fund -2 Senior Lien 05634BXP8 CP Bacardi U.S.A., Inc. 10/23/2013 09/25/2013 347625 LC -Project Fund -2 Senior Lien 05968GY72 CP Banco Santander -Chile 11/07/2013 07/11/2013 347625 LC -Project Frmd-2 Senior Lien 1248C2X76 CP 347625 LC -Project Fund -2 Senior Lien I5103GX94 CP 347625 LC -Project Fund -2 Senior Lien 20911LX20 CP 347625 LC -Project Fund -2 Senior Lien 2254EAZ30 CP 347625 LC -Project Fund -2 Senior Lien 25179KXG7 CP Devon Energy Corporation 10/16/2013 09/16/2013 4,000,000.00 3,999,400.00 347625 LC -Project Fund -2 Senior Lien 25490CX36 CP DIRECTV Holdings LLC 10/03/2013 07/11/2013 3,000,000.00 2,997,855.84 347625 LC -Project Fund -2 Senior Lien 2574P0X74 CP Dominion Resources, Inc. 10/07/2013 09/25/2013 4,000,000.00 3,999,666.68 347625 LC -Project Fund -2 Senior Lien 277431X24 CP 347625 LC -Project Fund -2 Senior Lien 27805AXF9 CP 347625 LC -Project Fund -2 Senior Lien 37331 WXA4 CP Georgia-Pacific LLC 10/10/2013 09/19/2013 4,000,000.00 3,999,556.68 347625 LC -Project Fund -2 Senior Lien 4180513XV3 CP Hasbro, Inc. 10/29/2013 09/27/2013 3,700,000.00 3,699,177.79 347625 LC -Project Fund -2 Senior Lien 428231XW0 CP Hewlett-Packard Company 10/30/2013 09/10/2013 3,500,000.00 3,498,355.00 347625 LC -Project Fund -2 Senior Lien 44890MXA5 CP Hyundai Capital America 10/10/2013 09/12/2013 3,500,000.00 3,499,237.77 347625 LC -Project Fund -2 Senior Lien 57163TXW4 CP Marriott international, Inc. 10/30/2013 09/24/2013 4,000,000.00 3,998,988.88 347625 LC -Project Fund -2 Senior Lien 60920VY63 CP Mondelez International Inc 11/06/2013 09/25/2013 4,000,000.00 3,998,678.88 347625 LC -Project Fund -2 Senior Lien 65475LXU1 CP Nissan Motor Acceptance Corporation 10/28/2013 09/19/2013 4,000,000.00 3,998,942.24 --- 3,998,984.00 0.00 0.000 0.280 AA 347625 LC -Project Fund -2 Senior Lien 74433GXV3 CP Prudential Funding LLC 10/29/2013 09/12/2013 3,000,000.00 2,999,608.33 - 2,999,619.00 0.00 0.000 0.100 AAA 347625 LC -Project Fund -2 Senior Lien 74977KXF1 CP Rabobank USA Financial Corporation 10/15/2013 07/11/2013 5,000,000.00 4,997,625.00 --- 4,999,600.00 0.00 0.000 0.180 AAA 347625 LC -Project Fund -2 Senior Lien 78355AXG4 CP Ryder System, Inc. 10/16/2013 09/16/2013 4,000.000.00 3,999,166.68 -- 3,999,352.00 0.00 0.000 0.250 AA 347625 LC -Project Fund -2 Senior Lien 5006E0ZC3 CP The Korea Development Bank. 12/12/2013 09/26/2013 1,500,000.00 1,499,390.42 --- 1,499,344.50 0.00 0.000 0.190 AAA 347625 LC -Project Fund -2 Senior Lien 91842LX41 CP VW Credit, Inc. 10/04/2013 09/12/2013 4,000,000.00 3,999,413.32 - 3,999,712.00 0.00 0.000 0.240 AA 347623 LC -Project Fund -2 Senior Lien 9497K2XA5 CP WellPaint, Inc. 10/10/2013 07/11/2013 3,000,000.00 2,997,750.00 --- 2,999,646.00 0.00 0.000 0.300 AA 347625 LC -Project Fund -2 Senior Lien 9497K2XH0 CP WellPoint, Inc. 10/17/2013 07/25/2013 2,000000.00 1,998,600.00 --- 1,999,660.00 000 0.000 0300 AA 347625 LC -Project Fund -2 Senior Lien 617470715 MM Fund 347625 LC -Project Fund -2 Senior Lien 59259YE62 Muni 347625 LC -Project Fund -2 Senior Lien 882722LC3 VRDN Texas. State of 06/01/2031 07/10/2013 1,065,000.00 1,065,000.00 10/01/2013 1,065,000.00 0.00 0.110 0.110 AAA 347625 LC -Project Fund -2 Senior Lien 97689RAH7 VRDN Wisconsin Housing and Economic Development Authority 04/01/2046 07/05/2013 1,825,000.00 1,825,000.00 10/01/2013 1,825,000.00 0.00 0.140 0.140 AAA - - 112,338,194.62 347628 LC-PF-2 Sales Tax Revenue Bond 3133XCQE6 Agency CMO Federal Home Loan Banks Office of Finance 07/28/2015 08/13/2013 186,278.95 196,058.60 --- 198,461.04 232.14 5.250 1.502 AAA 347628 LC-PF-2 Sales Tax Revenue Bond 31395MLT4 Agency CMO Federal Home Loan Mortgage Corporation 06/15/2019 07/15/2013 408,949.95 415,59539 --- 414,056.10 (2,142.33) 4.500 1.866 AAA 347628 LC-PF-2 Sales Tax Revenue Bond 313955572 Agency CMO Federal Home Loan Mortgage Corporation 02/15/2019 07/09/2013 224,726.03 227,956.47 - 227,002.51 (1,011.68) 4.500 1.871 AAA 347628 LC-PF-2 Sales Tax Revenue Bond 025821FY1 Asset Backed American Express Credit Account Master Trust 04/17/2017 07/05/2013 1,000,000.00 1,001,796.88 --- 1,002,058.00 1,198.35 0.882 0.605 AA 347628 LC-PF-2 Sales Tax Revenue Bond 05522RAY4 Asset Backed BA Credit Card Trust 08/15/2016 07/03/2013 3,100,000.00 3,092,492.19 - 3,095,669.30 4,409.19 0.382 0.555 AA 347628 LC-PF-2 Sales Tax Revenue Bond 17308BAN8 Asset Backed Citibank Omni -S Master Trust 11/15/2018 07/11/2013 5,000,000.00 5,274,609.38 --- 5,234,395.00 (13,284.79) 4.900 0.984 AAA 347628 LC-PF-2 Sales Tax Revenue Bond 17308BAL2 Asset Backed Citibank Omni -S Master Trust 08/15/2018 4,340,000.00 4,557,330.08 --- 4,519,862.62 (7,677.79) 5.350 0.923 AAA 347628 LC-PF-2 Sales Tax Revenue Bond 361591BT7 Asset Backed GE Capital Credit Card Master Note Trust 11/15/2017 07/11/2013 5,000,000.00 5,209,179.69 --- 5,177,440.00 (11,044.12) 3.800 0.844 AAA 347628 LC-PF-2 Sales Tax Revenue Bond 36159JCS8 Asset Backed GE Capital Credit Card Master Note Trust 01/15/2018 07/15/2013 2,295,000.00 2,304,682.03 - 2,301,901.07 (2.657.62) 1.030 0.838 AAA 347628 LC-PF-2 Sales Tax Revenue Bond 36162RAC2 Asset Backed GE Equipment Small Ticket, L.L.C.. Series 2012-1 09/21/2015 07/10/2013 6,000,000.00 6,018,984.38 -- 6,014,964.00 (16.919.01) 1.040 1.116 AAA 347628 LC-PF-2 Sales Tax Revenue Bond 3GI62RAB4 Asset Backed GE Equipment Small Ticket, L.L.C., Series 2012-1 11/21/2014 903,235.20 903,749.35 -- 903,804.24 (2,022.35) 0.850 1.598 AAA 347628 LC-PF-2 Sates Tax Revenue Bond 43813TAD5 Asset Backed 347628 LC-PF-2 Sales Tax Revenue Bond 43814AAC7 .Asset Backed 224,477.72 54,871.28 485,000.00 346,347.91 50,871.84 47,856.08 2,880,000.00 5,000,000.00 6,674,000.011 3,400,000.00 3,500.000.00 3,000,000.00 3,000,00(1.00 224,661.86 54,918.43 485,985.16 346,645.55 50,883.76 47,869.17 2,890,944.00 5,005,075.00 5,000,100.00 359.69 0.674 -0.323 A 6,755,489.54 3,399,109.39 3,499,469.16 2,999,370.00 2,996,558.34 31,540,375.79 --- 224,516.56 21.51 1.140 0.334 AAA --- 54,886.97 4.03 1.130 0.288 AAA 485,514.10 (8.03) 1.240 0.640 AAA --- 346,680.41 (5.31) 0.920 0.597 AAA - 50,876.52 (3.45) 0.540 AAA - 47,862.64 0.74 0.570 0.298 AAA 2,881,699.20 (990.98) 2.000 1.209 A 6,683,877.52 985.96 5.250 0.649 A 3,399,320.00 0.00 0.000 0.230 AA 3,499,797.00 0.00 0.000 0.260 AA 2,999,355.00 0.00 0.000 0.270 AA 2,999,340.00. 0.00 0.000 0.350 AAA 3,399,677.00 0.00 0.000 0.240 AA 2,999.670.00 0.00 0.000 0.300 AA 3,999,768.00 1,499,419.50 3,999,352.00 2,999,805.00 3,999,620.00 3,499,797.00 0.00 0.000 0.270 AA 3,399,473.00 0.00 0.000 0.260 AA 3,999,676.00 0.00 0.000 0.190 AA 3,699,030.60 0.00 0.000 0.250 AA 3,499,051.50 0.00 0.000 0.360 AA CBS Corporation Celgene Corporation Consolidated Edison Company of New.York, Inc. Credit Suisse (USA), Inc. 10/07/2013 09/092013 3,400,000.00 3,399,365.32 10/09/2013 07/11/2013 3,000,000.00 2,997,774.99 10/02/2013 09/16/2013 4,000,000.00 3,999,644.44 12/03/2013 09/26/2013 1,500,00 00.00 1,499,546.67 0.00 0.000 0.200 AA 0.00 0.000 0.160 AAA 0.00 0.000 0.180 0.00 0.000 0.310 0.00 0.000 0.250 AA AA AA Eastman Chemical Company Eaton Corporation 10/02/2013 09/11/2013 3,500,000.00 3,499,448.75 10/15/2013 09/09/2013 3,400,000.00 3,399,140.55 --- 3,499,587.00 0.00 0.000 0.284 AA --- 3,998,916.00 0.00 0.000 0.260 AA - 3,998,696.00 0.00 0.000 0.290 AA Morgan Stanley Institutional Liquidity Funds Metropolitan Transportation Authority 09/30/2013 09/25/2013 11/15/2013 07/10/2013 1,740,000.00 1,750,561.80 0.00 43,084.61 43,084.61 1,743,828.00 0.00 0.060 0.060 AAA 212.53 2.000 0.167 A Honda Auto Receivables 2011-1 Owner Trust Honda Auto Receivables 2011-2 Owner Trust 04/17/2017 07/11/2013 3,981,000.00 4,010,857.50 03/18/2015 07/24/2013 98,135.50 98,258.17 4,006,745.13 98,306.94 4,298.28 1.800 0.774 AAA 48.69 0.940 0.412 AAA 347628 LC-PF-2 Sales Tax Revenue Bond 43813XAB0 Asset Backed 347628 LC-PF-2 Sales Tax Revenue Bond 438I2XAB I Asset Backed Honda Auto Receivables 2012-3 Owner Trust Honda Auto Receivables 2013-3 Owner Trost 12/15/2014 07/10/2013 976,761.57 976,761.56 01/15/2016 07/17/2013 6,000,000.00 5,999,910.60 (175.82) 0.460 0.562 AAA 5,726.05 0.540 --- AAA 977,028.22 6,005,652.00 210 Page 7 of 32 INN IIIMMe Riverside (owl Trans. r rlolian Commission STAMP Portfolio by Account for quarter ending September 30, 2013 Source Security Type •g, Final Maturity Trade Date Base Net Total Summarize Current Face Unrealized d Credit Value Original Cost Next Call Date Base Market Value Gain/Loss Coupon Vield Rating 347628 LC-PF-2 Sales Tax Revenue Bond 47787RAB6 Asset Backed 347628 LC-PF-2 Sales Tax Revenue Bond 55314QAC1 Asset Backed MMAF EQUIP FIN LLC 2012-A 347628 LC-PF-2 Sales Tax Revenue Bond 55314MAC0 Asset Backed 347628 LC-PF-2 Sales Tax Revenue Bond 65475UAB8 Asset Backed Nissan Auto Receivables 2012-A Owner Trust 347628 LC-PF-2 Sales Tax Revenue Bond 002799AK0 Corporate 347628 LC-PF-2 Sales Tax Revenue Bond 00279VCA1 Corporate Abbey National Treasury Services PLC 347628 LC-PF-2 Sales Tax Revenue Bond 0258MOCZO Corporate American Express Credit Corporation 347628 LC-PF-2 Sales Tax Revenue Bond 783870A08 Corporate AT&T Inc. 347628 LC-PF-2 Sales Tax Revenue Bond 05531 FAA I Corporate 347628 LC-PF-2 Sales Tax Revenue Bond 05565QBL1 Corporate 347628 LC-PF-2 Sales Tax Revenue Bond 14912L4V0 Corporate Caterpillar Financial Services Corporation 347628 LC-PF-2 Sales Tax Revenue Bond 172967CK5 Corporate Citigroup Inc. 347628 LC-PF-2 Sales Tax Revenue Bond 22546QAA5 Corporate Credit Suisse AG 347628 LC-PF-2 Sales Tax Revenue Bond 233851 AG9 Corporate Daimler Finance North America LLC 347628 LC-PF-2 Sales Tax Revenue Bond 29250NAC9 Corporate Enbridge Inc. 347628 LC-PF-2 Sales TaxRevenue Bond 36962GK86 Corporate General Electric Capital Corpoaatloa 347628 LC-PF-2 Sales Tax Revenue Bond 369620406 Corporate General Electric Capital Corporation 347628 LC-PF-2 Sales Tax Revenue Bond 370334BL7 Corporate General Mills, Inc. 347628 LC-PF-2 Sales Tax Revenue Bond 40428E93 Corporate Hsbc Bank USA 347628 LC-PF-2 Sales Tax Revenue Bond 46625HHN3 Corporate JPMorgan Chase & Co. 347628 LC-PF-2 Sales Tax Revenue Bond 581557AW5 Corporate McKesson Corporation 347628 LC-PF-2 Sales Tax Revenue Bond 59156RAW8 Corporate Methife, Inc. 347628 LC-PF-2 Sales Tax Revenue Bond 59156RAH 1 Corporate 347628 LC-PF-2 Sales Tax Revenue Bond 59217GAE9 Corporate Metropolitan. Life Global Funding I 347628 LC-PF-2 Sales Tax Revenue Bond 61747WAD1 Corporate Morgan Stanley 347628 LC-PF-2 Sales Tax Revenue Bond 6702 I CAB3 Corporate NSTAR Electric Company 347628 LC-PF-2 Sales Tax Revenue Bond 693476BK8 Corporate PNC Funding Corp. 347628 LC-PF-2 Sales Tax Revenue Bond 74432QAE5 Corporate Prudential Financial, Inc. 347628 LC-PF-2 Sales Tax Revenue Bond 88166DAA4 Corporate Teva Pharmaceutical Finance BI BV 347628 LC-PF-2 Sales Tax Revenue Bond 020002AR2 Corporate The Allstate Corporation 347628 LC-PF-2 Sales Tax Revenue Bond 38141EA33 Corporate The Goldman Sachs Group, Inc. 347628 LC-PF-2 Sales Tax Revenue Bond 38141 GCM4 Corporate The Goldman Sachs Group, Inc. 347628 LC-PF-2 Sales Tax Revenge Bond 842587CE5 Corporate 347628 LC-PF-2 Sales Tax Revenue Bond 92343VBA1 Corporate 347628 LC-PF-2 Sales Tax Revenue Bond 928670AD0 Corporate 347628 LC-PF-2 Sales Tax Revenue Bond 929903A21 Corporate 347628 LC-PF-2 Sales Tax Revenue Bond 94974BET3 Corporate Wells Fargo & Company 347628 LC-PF-2 Sales Tax Revenue Bond 0020A2XM9 CP AT&T Inc. 347628 LC-PF-2 Sales Tax Revenue Bond 1248C2X76 CP CBS Corporation 347628 LC-PF-2 Sales Tax Revenue Bond 25490CX36 CP DIRECTV Holdings LLC 347628 LC-PF-2 Sales Tax Revenue Bond 27805AXF9 CP Eaton Corporation 347628 LC-PF-2 Sales Tax Revenue Bond 41805BXV3 CP Hasbro, Inc. 347628 LC-PF-2 Sales Tax Revenue Bond 42823JXW0 CP Hewlett-Packard Company 347628 LC-PF-2 Sales Tax Revenue Bond 44890MXA5 CP Hyundai Capital America 347628 LC-PF-2 Sales Tax Revenue Bond 60920VY63 CP Mondelez International Inc 347628 LC-PF-2 Sales Tax Revenue Bond 9497K2XH0 CP WellPoint, Inc. 347628 LC-PF-2 Sales Tax Revenue Bond 61747C715 MM Fund Morgan Stanley Institutional Liquidity Funds 347628 LC-PF-2 Sales Tax Revenue Bond 19648CAC5 Muni Colorado Housing and Finance Authority 347628 LC-PF-2 Sales Tax Revenue Bond 407288YD5 Muni Hamilton, County of 347628 LC-PF-2 Sales Tax Revenue Bond 64468EAZ3 Muni Labor, New Hampshire Department of John Deere Owner Trust 20 2-B 02/17/2015 07/24/2013 08/10/2016 07/11/2013 09/15/2015 07/10/2013 10/15/2014 07/05/2013 04/25/2014 07/12/2013 11/10/2014 07/05/2013 08/25/2014 07/03/2013 09/15/2014 07/03/2013 04/30/2014 07/09/2013 05/08/2014 07/10/2013 05/20/2014 07/09/2013 05/05/2014 07/09/2013 05/01/2014 07/08/2013 09/15/2014 07/08/2013 06/15/2014 07/08/2013 09/15/2014 07/09/2013 11/14/2014 07/08/2013 05/16/2014 07/10/2013 04/01/2014 06/01/2014 07/08/2013 02/15/2014 07/05/2013 4,575,000.00 4,736,131.50 02/06/2014 07/10/2013 8,100,000.00 8,184,969.00 -- 8,157,996.00 (784.46) 2.375 0.530 A 06/15/2014 07/08/2013 2,087,000.00 2,181,269.79 -- 2,161,401.55 4,507.35 5.500 0.340 A 01/10/2014 07/09/2013 1,730,000.00 1,742,957.70 - 1,737,923.40 (149.71) 2.000 0.530 AA 01/24/2014 07/09/2013 9,07(1,000.00 9,164,146.60 --- 9,130,678.30 6,764.75 2.875 0.710 A 04/15/2014 07/10/2013 7,900,000.00 8,161,332.00 --- 8,085,018.00 (10,947.12) 4.875 0.731 A 05/19/2014 07/10/2013 4,970,000.00 5,074,916.70 -- 5,048,873.90 1,394.14 3.000 0.460 A 09/20/2014 07/09/2013 2,686,000.00 2,820,407.44 --- 2,800,101.28 2,425.46 5.100 0.780 A _ . . 03/21/2014 07/24/2013 8,000000.00 5,042,400.00 - 5,029,850.00 731.52 1.700 0.380 A 08/15/2014 07/05/2013 5,870,000.00 6,141,957.10 --- 6,097,286.40 9,677.62 5.000 0.581 A 05/01/2014 07/09/2013 5,000,000.00 5,208,235.00 --- 5,155,350.00 1,622.47 6.000 0.750 A 11/15/2014 07/08/2013 2,000,000.00 2,116,560.00 -- 2,102,560.00 6,478.01 5.500 0.850 A 05/15/2014 07/10/2013 2,100,000.00 2,160,648.00 --- 2,146,872.00 (3,946.91) 4.150 0.981 A 03/28/2014 07/10/2013 13,833,000.00 13,974,926.58 --- 13,918,626.27 (33,394.79) 1.950 0.980 A 04/01/2014 07/09/2013 4,670,000.00 4,722,117.20 --- 4,700,121.50 (5,463.88) 1.875 0.561 A 08/01/2014 07/05/2013 3,911,000.00 4,091,336.21 4,060,986.85 11,632.00 5.250 0.526 A 10/01/2014 07/03/2013 3,500,000.00 3,628,730.00 --- 3,613,610.00 2,245.23 3.750 0.680 AA 10/21/2013 09/102013 10,000,000.00 9,997,380.55 -- 9,998,000.00 0.00 0,000 0.230 AA 10/07/2013 09/09/2013 10,000,000.00 9,998,133.30 --- 9,999,050.00 0.00 0.000 0.240 AA 10/03/2013 07/24/2013 1,000,000.0 999,416.67 - 999,935.00 0.00 0.000 0.300 AA 10/15/2013 09/09/2013 10,000,000.00 9,997,472.20 --- 9,998,450.00 0.00 0.000 0.260 AA 10/29/2013 09/27/2013 300,000.00 299,933.33 - 299,921.40 0.0 0.000 0.250 AA 10/30/2013 09/10/2013 10,000,000.00 9,995,300.00 --- 9,997,290.00 0.00 0.000 0.360 AA 10/10/2013 09/12/2013 5,000,000.00 4,998,911.10 - 4,999,410.00 0.00 0.000 0.284 AA 11/06/2013 09/25/2013 5,500,000.00 5,498,18346 --- 5,498,207.00 0.00 0.000 0.290 AA 10/17/2013 07/25/2013 5,000.000.00 4,996,500.00 - 4,999,150.00 0.00 0,000 0.300 AA 09/30/2013 --- 0.00 225,580.11 --- 225,580.11 0.00 0.060 0.060 AAA 05/15/2014 07/10/2013 9,850,000.00 9,880,633.50 -- 9,869,503.00 7,980.40 0.852 0.353 AA 12/01/2015 07/18/2013 6,645,000.00 6,645,000.00 --- 6,624,134.70 25,118.10 0.803 0.627 AA 11/01/2020 07/03/2013 3,200,000.00 3,200,000.00 10/01/2013 3,200,00.00 0.00 0.160 AA 95,417.79 95,384.24 95,425.90 81.56 0.430 0.190 AAA AAA AAA AAA MMAF Equipment Finance LLC 2011-A Abbey National Treasury Services PLC BB&T Corporation BP Capital Markets P.L.C. 3,000,000.00 3,008,085.94 4,433,089.88 4,443,826.27 237,095.00 237,141.30 5,000.000.00 5,088,500.00 3,000,000.00 3,105,090.00 6,124,000.00 6,430,200.01) 6,504,000.00 6,842,273.04 7,460,000.00 7,764,144.20 7,050,000.00 7,232,313.00 0,445,000.00 6,501,071.50 3,228,000.00 3,333,232.80 9,000,000.00 9,360,720.00 2,400,000,00 2,428,301.60 5,000,000.00 5,234,800.00 5,000,000.00 5,243,950.00 3,000,000.00 3,118,200.00 5,820,000.00 5,868,888.00 13,486,000.00 13,871,230.45 6,000,000.00 6,214,500.00 3,004,953.00 - 4,440,036.53 (6,771.47) 0.940 207.16 1.270 (6.51) 0.540 237,116.81 5,059,300.00 3,095,520.00 6,375,022.76 6,783,086.64 7,689,917.2(1 7,189,590.00 6,489,603.85 3,314,962.32 9,265,860.00 2,425,632.00 5,177,750.00 5,210,050.00 3,11.1,600.00 5,857,946.40' 13,748,302.70 6,164,340.00 4,674,094.50 (19,485.57) 2.875 1.270 A (1,568.71) 3.875 1.270 A 4,665.14 5.125 0.600 A 19,922.06 5.100 0.380 A 5,797.22 5.700 0.489 A 965.45 3.625 0.430 A 3,307.26 1.375 0.281 A 12,906.84 5.125 0.449 A (1,850.43) 5.500 0.560 A (604.54) 1.875 0.895 A 334.57 5.800 0.730 A 6,264.58 4.750 0.460 AA 11,640.34 3.750 0.460 AA 3,144.79 1.550 0.461 A 703.66 4.625 0.607 A 9,480.00 4.650 0.410 A 3,774.99 6.500 0.470 A MetLife, Inc. The Southern Company Verizon Communications Inc. Volkswagen International FinanceN.V. Wells Fargo & Company 310,243,403.43 205091001 LC -2013 A Capitalized Interest 3137ANLP8 Agency CMO Federal Home Loan Mortgage Corporation 205091001 LC -2013 A Capitalized Interest 31393V2T7 Agency CMO Federal Home Loan Mortgage Corporation 205091001 LC -2013 A Capitalized Interest 3136A8038 Agency CMO Federal National Mortgage Association 205091001. LC -2013 A Capitalized Interest 3136ACGF2 Agency CMO Federal National Mortgage Association 205091001 LC -2013 A Capitalized Interest 31393EXC8 Agency CMO Federal National Mortgage Association 205091001 LC -2013 A Capitalized Interest 3136A4M89 Agency CMG Federal National Mortgage Association 205091001 LC -2013 A Capitalized Interest 31392F6C6- Agency CMO Federal National Mortgage Association 205091001 LC -2013 A Capitalized Interest 31392FPP6 Agency CMO Federal National Mortgage Association 205091001 LC -2013 A Capitalized Interest 31392BVM5 Agency CMO Federal National Mortgage Association 02/25/2017 07/11/2013 250,491.68. 264;425.28. 205091001 LC -2013 A Capitalized Interest 31392HWL3 Agency CMO Federal National Mortgage Association 02/25/2018 07/12/2013 97,058.92 102,457.83 11/25/2016 07/08/2013 06/15/2018 07/08/2013 08/25/2017 07/08/2013 02/25/2016 07/15/2013 09/25/2018 07/24/2013 767,329.50 811,211.17 01/25/2019 07/05/2013 693,904.35 698,322.57 12/25/2017 07/0912013 662,851.52 703,140.46 - 699,016.70 (2,507.66) 5.000 1.055 AAA 11/25/2017 07/15/2013 437,366.40 463,198.35 --- 460,796.12 158.45 5.000 0.804 AAA 3,070,00.00 3,100,460.16 1,524,351.56 1,612,239.95 3,070,00.00 3,024,669.53 2,585,000.00 2,591,462.50 3,1 17,707.80 6,441.07 1.655 1.232 AAA 1,598,511.26 (1,426.79) 4.500 1.084 AAA 3,051,119.50 15,659.33 1.246 1.475 AAA 2,597,847.45 (984.28) 1.083 0.972 AAA - 805,389.04 (4,876.33) 4.500 1.352 AAA 701,002.99 4,678.50 1.934 1.561 AAA - 262,971.18. 56..05 5.500 0.760 AAA 205091001 LC -2013 A Capitalized Interest 38376GWZ9 Agency CMO 205091001 LC -2013 A Capitalized Interest 3128GNR59 Agency MBS 205091001 LC -2013 A Capitalized Interest 3128PGLY7 Agency MBS 205091001 LC -2013 A Capitalized Interest 3132FEAK7 Agency MBS Federal Home Loan Mortgage Corporation 205091001 LC -2013 A Capitalized Interest 31294LPZ0 Agency MBS Federal Home Loan Mortgage Corporation 205091001 LC -2013 A Capitalized Interest 3128MBTHO Agency MBS Federal Horne Loan Mortgage Corporation The Government National Mortgage Association Guaranteed REMIC Pass -Through Securities. Federal Home Loan Mortgage Corporation Federal Home Loan Mortgage Corporation 08/16/2031 07/11/2013 2,712,538.67 2,714,445.93 10/01/2016 07/05/2013 612,371.23 648,730.79 05/01/2017 07/17/2013 12/01/2017 07/03/2013 12/01/2016 07/05/2013 03/01/2019 07/26/2013 102,602.92 (421.14) 5.000 1.563 AAA - 2,722,954.82 4,004.44 1.864 1.392 AAA 639,634.00 (6,296.76) 6.000 1.896 AAA 491,816.84. 518,252.00 - 520,819.28 2,465.70 5.000 0.889 AAA 444,540.51 471,07403 --- 470,817.30 263.49 5.000 0.963 AAA 442,039.64 467,318.78 - 466,904.37 (1,429.79) 6.000 1.288. AAA 245,908.45 260,662.96 --- 260,451.48 871.19 5.000 1.142 AAA 205091001 LC -2013 A Capitalized Interest 3128PHVS7 Agency MBS Federal Home Loan Mortgage Corporation 205091001 LC -2013 A Capitalized Interest 3128H4NR6 Agency MBS Federal Home Loan Mortgage Corporation 05/01/2018 07/16/2013 205,435.17 217,632.88 11/012019 07/16/2013 232,553.50 245,053.25 - 246,413.69. 1,585.83 5,00 0.963. AAA 211 217,644.18 802.99 5.000 0.979 AAA Page 8 of 32 111111 0.11 Riverside County Transportation Commission STAMP Portfolio by Account for quarter ending September 30, 2013 Source Account Account Security Type Identifier Category 205091001 LC -2013 A Capitalized Interest 31401 MWCI Agency MBS 1. 205091001 LC -2013 A Capitalized Interest 31381QLL8 Agency MBS 205091001 LC -2013 A Capitalized Interest 31402RBG3 Agency MBS 205091001 LC -2013 A Capitalized Interest 31402QT68 Agency MBS 205091001 LC -2013 A Capitalized Interest 31410GSQ7 Agency MBS 205091001 LC -2013 A Capitalized Interest 36290WH47 Agency MBS 205091001 LC -2013 A Capitalized Interest 36200AFG9 Agency MBS 205091001 LC -2013 A Capitalized Interest 037833AF7 Corporate 205091001 LC -201 3 A Capitalized Interest 44328MAL8 Corporate 205091001 LC -2013 A Capitalized Interest 459200GX3 Corporate International Business Machines Corporation 07/22/2016 07/10/2013 465,000.00 477,936.30 --- 478,824.45 1.874.43 1.950 0.870 AA 06/29/2015 07/31/2013 545,000.00 553,763.60 - 552,362.95 (320.23) 1.700 0.880 AA 205091001 LC -2013 A Capitalized Interest 21686CAD2 Corporate Rabobank Nederland 01/19/2017 2,000,000.00 2,103,900.00 --- 2,128,080.00 27,322.18 3.375 1.430 AA 205091001 LC-2013ACapitalized Interest 21685WBL0 Corporate Rabobank Nederland 10/13/2015 07/03/2013 1,505,000.00 1,543,467.80 --- 1,541,827.35 1,569.00 2.125 0.930 AA 205091001 LC -2013 A Capitalized Interest 78008K5V1 Corporate Royal Bank of Canada 04/19/2016 07/08/2013 2,000,000.00 2,099,900.00 --- 2,094,800.00 (2.353.77) 2.875 1.090 AA 205091001 LC -2013 A Capitalized Interest 822582AC6 Corporate Shell International Finance B.V. 03/22/2017 07/08/2013 400,000.00 449,936.00 --- 452,468.00 4,531.49 5.200 1.390 AA 205091001 LC -2013 A Capitalized Interest 742718DV8 Corporate The Procter & Gamble Company 08/15/2016 07/10/2013 1,240.000.00 1,256,033.20 --- 1,260,174.80 5,060.12 1.450 0.880 AA 205091001 LC -2013 A Capitalized Interest 89114QAE8 Corporate The Toronto -Dominion Bank 10/19/2016 07/08/2013 750,000.00 776,452.50 775,725.00 1,420.16 2.375 1.210 AA 205091001 LC 2013 A Capitalized Interest 89153VAC3 Corporate Total Capital International 06/28/2017 07/08/2013 160,000.00 157,765.60 --- 160,812.80 3,920.27 1.550 1.240 AA 205091001 LC -2013 A Capitalized Interest 89233P6J0 Corporate Toyota Motor Credit Corporation 07/17/2015 07/03/2013 5,000,000.00 5,014,650.00 - 5,034,700.00 18,696.44 0.875 0.520 AA 205091001 LC -2013 A Capitalized Interest 90327QCW7 Corporate USAA Capital Corporation 12/13/2016 07/11/2013 4,000,000.00 4,145,440.00 --- 4,120,600.00 (23,025.86) 2.250 1.340 AA 205091001 LC -2013 A Capitalized Interest 12800AYJ7 CP Caisse des Depots et Consignations 11/18/2013 07/11/2013 3,000,000.00 2,997,903.75 - 2,999,190.00 0.00 0.000 0.195 AAA 205091001 LC -2013 A Capitalized Interest 74433GXV3 CP Prudential Funding LLC 10/29/2013 09/12/2013 4,000,000.00 3,999,477.78 --- 3,999,480.00 0.00 0.000 0.100 AAA 205091001 LC -2013 A Capitalized Interest 74977KXFI CP Rabobank USA Financial Corporation 10/15/2013 07/11/2013 2,500,000.00 2,498,812.50 - 2,499,825.00 0.00 0.000 0,180 AAA 205091001 LC -2013 A Capitalized Interest R9116EYS6 CP Toronto Dominion Holdings (U.S.A.), Inc. 11/26/2013 09/26/2013 1,000,000.00 999,796.67 --- 999,690.00 0.00 0.000 0.120 AAA 205091001 LC -201 3 A Capitalized Interest 9AMMF05B2 MM Fund U.S. Bank Money Market Account Fund 09/30/2013 0.00 55,564.04 - 55,564.04 0.00 0.000 0.000 NA 205091001 LC -2013 A Capitalized Interest 184126YS3 Muni Clayton County Water Authority 05/01/2017 07/11/2013 770,000.00 755,939.80 --- 754,407.50 (2,277.69) 1.300 1.887 AA 205091001 LC -2013 A Capitalized Interest 235219202 Muni Dallas, City of 02/15/2017 07/10/2013 2,135,000.00 2,135,000.00 --- 2,164.697.85 29,697.85 1.589 1.167 AA 205091001 LC -2013 A Capitalized Interest 407288YD5 Muni Hamilton, County of 12/01/2015 07/18/2013 2,080,000.00 2,080,000.00 --- 2,087,862.40 7,862.40 0.803 0.627 AA 205091001 LC -2013 A Capitalized Interest 6496614407 Muni New York, City of 10/01/2017 07/12/2013 1,170,000.00 1,238,222.70 --- 1,232,595.00 (2,422.58) 3.140 1.750 AA 205091001 LC -2013 A Capitalized Interest 912828RU6 US Gov Treasury, United States Department of 11/30/2016 07/05/2013 12,000,000.00 11,989,218.75 --- 12,053,400.00 66,323.83 0.875 0.725 AAA 205091001 LC -2013 A Capitalized Interest 912828SY7 US Gov Treasury, United States Department of 05/31/2017 07/05/2013 12,000,000.00 11,780,156.25 --- 11,865,000.00 74,742.12 0.625 0.931 AAA 205091001 LC -2013 A Capitalized Interest 912828VG2 US Gov Treasury, United States Department of 06/15/2016 07/05/2013 10,200,000.00 10,146,210.94 -- 10,190.412.00 41,613.91 0.500 0.529 AAA 205091001 LC -2013 A Capitalized Interest 912828UA6 US Gov Treasury. United States Department of 11/30/2017 07/05/2013 2,250,000.00 2,186,367.19 --- 2,204,122.50 15,174.94 0.625 1.120 AAA 104,073,469.45 Issuer Federal National Mortgage Association Federal National Mortgage Association Federal National Mortgage Association Federal National Mortgage Association Federal National Mortgage Association Government National Mortgage Association Government National Mortgage Association Apple Inc. HSBC Bank PLC Base Net Total Summarize Curren > ace Unrealized d Credit Final Maturity Trade Date Value Original Cost Neat Call Date Base Market Value Gain/Loss Coupon Yield Rating 06/01/2018 07/12/2013 03/01/2016 07/11/2013 1,424,784.77 1,519,176.76 --- 1,513,947.80 (720.79) 4.500 0.833 AAA 963,837.97 978,897.94 --- 975,326.92 22,513.61 3.295 1.674 AAA 09/01/2019 677,539.08 727,192.11 - 725,088.77 1,615.90 6.000 0.868 AAA 645,384.40 --- 689,767.49 (2,177.77) 6.000 1.302 AAA 12/01/2017 07/05/2013 356,668.54 382,972.84 - 380,401.26 (4,802.34) 6.000 1.701 AAA 2,185,811.44 40,718.21 4.500 0.012 AAA 11/15/2017 07/09/2013 134,051.07 142,848.17 - 142,529.80 3,546.04 5.500 -0.570 AAA 05/03/2016 07/31/2013 3,000,000.00 3,000,840.00 --- 2,999,280.00 1,187.78 0.316 0.294 AA 05/24/2016 3,625,000.00 3,799,301.25 - 3,812,086.25 21,710.43 3.100 1.160 AA 10/01/2019 07/11/2013 697,216.84 09/15/2018 07/18/2013 2,037,083.94 2,164,401.70 205091001 LC -2013 A Capitalized Interest 59217GAV1 Corporate Metropolitan Life Global Funding' 212 Page 9 of 32 ATTACHMENT 4 I• MIN Riverside (ounly Tronspoilalion (=Mission STAMP Portfolio Transaction Report Quarter ending September 30, 2013 �I liTai'ii i7� Waal iic' 4 iit'1iX:'.iiRiilil►I�' Base Net Total ii al Maturity Base Princi al Realized Gain 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 508 944 89 21 LC -Sr Lien Reserve Fund -1 912828VB3 US TREASURY N/B 3,253,085.94 Buy 05/15/2023 3,253,085.94 - .21 LC -Sr Lien Reserve Fund -1 3137EACA5 FREDDIE MAC 875,900.00 Buy 03/27/2019 875,900.00 - 21 LC -Sr Lien Reserve Fund -1 3136A72D3 FNA 2012-M9 A2 375,250.00 Buy 04/25/2022 375,250.00 - l21 LC -Sr Lien Reserve Fund -1 38376LE39 GNR 2011-104 BN 79,707.04 Buy 12/20/2038 79,707.04 - 21 LC -Sr Lien Reserve Fund -1 61747C715 MORGAN STANLEY LIQ PRIME -IN 4.48 Buy 09/30/2013 4.48 - 121 LC -Sr Lien Reserve Fund -I 61747C715 MORGAN STANLEY LIQ PRIME -IN 48,249.11 Buy 09/30/2013 48,249.11 - ,21 LC -Sr Lien Reserve Fund -1 61747C715 MORGAN STANLEY LIQ PRIME -IN 1,162.23 Buy 09/30/2013 1,162.23 - 121 LC -Sr Lien Reserve Fund -1. 61747C715 MORGAN STANLEY LIQ PRIME -IN 32,474.44 Buy 09/30/2013 32,474.44 - l21 LC -Sr Lien Reserve Fund -1 61747C715 MORGAN STANLEY LIQ PRIME -IN 92,437.64 Buy 09/30/2013 92,437.64 - 21 LC -Sr Lien Reserve Fund -1 31393DRM5 FNR 2003-63 YB - Buy 07/25/2033 20,053.35 - 21 LC -Sr Lien Reserve Fund -1 61747C715 MORGAN STANLEY LIQ PRIME -IN 15,000.00 Buy 09/30/2013 15,000.00 - 21 LC -Sr Lien Reserve Fund -1 61747C715 MORGAN STANLEY LIQ PRIME -IN 49,083.07 Buy 09/30/2013 49,083.07 - l21 LC -Sr Lien Reserve Fund -1 61747C715 MORGAN STANLEY LIQ PRIME -IN 17,665,460.16 Buy 09/30/2013 17,665,460.16 - l21 LC -Sr Lien Reserve Fund -1 61747C715 MORGAN STANLEY LIQ PRIME -IN 11,801.81 Buy 09/30/2013 11,801.81 - 21 LC -Sr Lien Reserve Fund -I 61747C715 MORGAN STANLEY LIQ PRIME -IN 10,641.24 Buy 09/30/2013 10,641.24 - l21 LC -Sr Lien Reserve Fund -1 61747C715 MORGAN STANLEY LIQ PRIME -IN 3,510.45 Buy 09/30/2013 3,510.45 - ,21 l21 21 121 21 l21 LC -Sr Lien Reserve Fund -1 61747C715 MORGAN STANLEY LIQ PRIME -IN 5,268.71 Buy 09/30/2013 5,268.71 - LC -Sr Lien Reserve Fund -1 61747C715 MORGAN STANLEY LIQ PRIME -IN 23,692.93 Buy 09/30/2013 23,692.93 - LC -Sr Lien Reserve Fund -I 61747C715 MORGAN STANLEY LIQ PRIME -IN 125,605.02 Buy 09/30/2013 125,605.02 - LC -Sr Lien Reserve Fund -1 61747C715 MORGAN STANLEY LIQ PRIME -IN 37,499.40 Buy 09/30/2013 37,499.40 - LC -Sr Lien Reserve Fund -1 313923383 FNR 2003-17 HC 78,545.35 Buy 03/25/2018 78,545.35 - LC -Sr Lien Reserve Fund -I 31393DRM5 FNR 2003-63 YB 287,169.14 Buy 07/25/2033 287,169.14 - 21 LC -Sr Lien Reserve Fund -I 912828VK3 US TREASURY N/B 3,483,730.47 Buy 06/30/2018 3,483,730.47 - a 1 LC -Sr Lien Reserve Fund -1 31417YKF3 FN MA0293 278,042.43 Buy 01/01/2030 278,042.43 - i21 LC -Sr Lien Reserve Fund -1 912828KQ2 US TREASURY N/B 539,902.34 Buy 05/15/2019 539,902.34 - .21 LC -Sr Lien Reserve Fund -I 912828T39 US TREASURY N/B 535,917.97 Buy 08/15/2022 535,917.97 - 21 LC -Sr Lien Reserve Fund -1 313376NF8 FEDERAL HOME LOAN BANK 758,145.00 Buy 06/27/2019 758,145.00 - l21 LC -Sr Lien Reserve Fund -I 31416YXJ2 FN AB3380 97,870.95 Buy 08/01/2026 97,870.95 - .21 LC -Sr Lien Reserve Fund -I 31398VWC6 FHR 3653 AT 486,397.73 Buy 06/15/2028 486,397.73 - .21 LC -Sr Lien Reserve Fund -1 31385XBG1 FN 555439 58,435.90 Buy 03/01/2018 58,435.90 21 LC -Sr Lien Reserve Fund -1 3133EC3U6 FEDERAL FARM CREDIT BANK 99,800.00 Buy 11/21/2014 99,800.00 - .21 LC -Sr Lien Reserve Fund -1 383773Z89 GNR 2010-117 GK 282,835.45 Buy 10/20/2039 282,835.45 - 21 LC -Sr Lien Reserve Fund -1 3137A7JU5 FHMS K701 A2 351,203.13 Buy 11/25/2017 351,203.13 - l21 LC -Sr Lien Reserve Fund -1 38377RVK8 GNR 2010-166 GP 177,530.96 Buy 04/20/2039 177,530.96 - 121 LC -Sr Lien Reserve Fund -I 3135G0KB8 FANNIE MAE 177,257.50 Buy 04/16/2019 177,257.50 - 121 LC -Sr Lien Reserve Fund -1 3137EADB2 FREDDIE MAC 529,303.50 Buy 01/13/2022 529,303.50 - 21 LC -Sr Lien Reserve Fund -1 3136A7MJ8 FNA 2012-M8 ASQ2 172,402.34 Buy 12/25/2019 172,402.34 - 121 LC -Sr Lien Reserve Fund -1 3134G3Y61 FREDDIE MAC 249,812.50 Buy 12/10/2014 249,812.50 - 121 LC -Sr Lien Reserve Fund -1 3137ASNH3 FHMS K019 Al 465,418.67 Buy 09/25/2021 465,418.67 - 121 LC -Sr Lien Reserve Fund -1 3137A7E22 FHR 3804 DA 482,587.69 Buy 04/15/2028. 482,587.69 - 21 LC -Sr Lien Reserve Fund -I 3137B03W2 FHMS K502 A2 44,964.84 Buy 08/25/2017 44,964.84 - 121 LC -Sr Lien Reserve Fund -1 3135G0JA2 FANNIE MAE 623,587.50 Buy 04/27/2017 623,587.50 - 121 LC -Sr Lien Reserve Fund -1 31395EZP5 FHR 2835 MD 258,462.79 Buy 08/15/2019 258,462.79 - 121 LC -Sr Lien Reserve Fund -1 38378TAF7 GNR 2013-71 GA 297,809.01 Buy 07/20/2041 297,809.01 - 21 LC -Sr Lien Reserve Fund -1 3128MMAK9 FG G18009 338,056.91 Buy 09/01/2019 338,056.91 - 21 LC -Sr Lien Reserve Fund -1 31395K5G4 FIR 2898 PE 79,794.31 Buy 05/15/2033 79,794.31 - I21 LC -Sr Lien Reserve Fund -1 3136A4M48 FNA 2012-M3 IAl 457,240.44 Buy 01/25/2022 457,240.44 - 21 LC -Sr Lien Reserve Fund -1 3137AEV77 FHMS K703 A2 258,314.30 Buy 05/25/2018 258,314.30 - 21 LC -Sr Lien Reserve Fund -1 31418AFW3 FN MAI080 401,520.88 Buy 06/01/2022 401,520.88 - 121 LC -Sr Lien Reserve Fund -1 912833KR0 STRIPS 353,517.80 Buy 05/15/2018 353,517.80 - 21 LC -Sr Lien Reserve Fund -1 3137AUPE3 FHMS K021 A2 220 358.40 Buy 06/25/2022 220,358.40 - 36,140,714.76 36,160,768.12 - 21 LC Lien Reserve Fund 38377UN20 GNR 2011-62 PA Principal Paydown 01/20/2040 -Sr -I (14,317.15) (14,057.24) (259.91) 21 LC -Sr Lien Reserve Fund -1 38377UN20 GNR 2011-62 PA (19,446.15) Principal Paydown 01/20/2040 (19,088.69) (357.46) 213 Page 10 of 32 Riverside (ounly Tronspmtolion (ommission 1111111 MIN STAMP Portfolio Transaction Report Quarter ending September 30, 2013 Source Account Account Identifier FN AB3380 Base Net Total Final Maturity Base Principal Realized Gain 347621 347621 347621 347621 347621 347621 34762! 347621 347621 347621 347621 347621 347621 347621 347621 347621 347621 347621 347621 347621 347621 347621 347621 LC -Sr Lien Reserve Fund -1 38378TAF7 GNR 2013-71 GA 347621 LC -Sr Lien Reserve Fund -I 3128MMAK9 FG G18009 347621 LC -Sr Lien Reserve Fund -1 38378TAF7 GNR 2013-71 GA 347621 LC -Sr Lien Reserve Fund -I 3128MMAK9 FG G18009 347621 LC -Sr Lien Reserve Fund -1 31395K5G4 FHR 2898 PE 347621 LC -Sr Lien Reserve Fund -I 31395K5G4 347621 LC -Sr Lien Reserve Fund -1 3136A4M48 347621 LC -Sr Lien Reserve Fund -1 31418AFW3 347621 347621 LC -Sr Lien Reserve Fund -I LC -Sr Lien Reserve Fund -1 LC -Sr Lien Reserve Fund -1 LC -Sr Lien Reserve Fund -I LC -Sr Lien Reserve Fund -I LC -Sr Lien Reserve Fund -I LC -Sr Lien Reserve Fund -1 LC -Sr Lien Reserve Fund -I LC -Sr Lien Reserve Fund -1 LC -Sr Lien Reserve Fund -I LC -Sr Lien Reserve Fund -1 LC -Sr Lien Reserve Fund -1 31398VWC6 FFIR 3653 AT LC -Sr Lien Reserve Fund -1 38377RVK8 GNR 2010-166 GP LC -Sr Lien Reserve Fund -1 38377JZ89 GNR 2010-117 GK LC -Sr Lien Reserve Fund -1 38377JZ89 GNR 2010-117 GK LC -Sr Lien Reserve Fund -1 38377RVK8 GNR 2010-166 GP LC -Sr Lien Reserve Fund -1 3137A7E22 FHR 3804 DA LC -Sr Lien Reserve Fund -I 3137A7E22 FHR 3804 DA LC -Sr Lien Reserve Fund -1 3137ASNH3 FHMS K019 Al LC -Sr Lien Reserve Fund -I 3I37ASNH3 FHMS K019 Al LC -Sr Lien Reserve Fund -1 31395EZP5 FHR 2835 MD LC -Sr Lien Reserve Fund -I 31395EZP5 FHR 2835 MD 31416YXJ2 31416YXJ2 38376LE39 38376LE39 GNR 2011-104 BN 31393DRM5 FNR 2003-63 YB 31393DRM5 FNR 2003-63 YB 313922.183 FNR 2003-17 HC 313921183 FNR 2003-17 HC 31417YKF3 FN MA0293 31417YKF3 FN MA0293 31398VWC6 FUR 3653 AT FN AB3380 GNR 2011-104 BN (2,222.10) Principal n (2,217.84) Principal Paydown 08/01/2026 (6,996.84) Principal Paydown (4,217.88) Principal Paydown 12/20/2038 08/01/2026 (2,122.19) (2,117.62) (6,917.92) (4,165.80) 12/20/2038 (99.91) (100.22) (78.92) (52.08) (16,051.35) Principal Paydown 07/25/2033 (15,200.84) (850.51) (8,363.66) Principal Paydown 07/25/2033 (7,920.08) (443.58) (3,046.92) Principal Paydown 03/25/2018 (2,887.85) (159.07) (3,270.01) Principal Paydown 03/25/2018 (3,101.83) (168.18) (12,878.93) Principal Paydown 01/01/2030 (12,203.47) (675.46) (8,604.23) Principal Paydown 01/01/2030 (8,153.91) (450.32) (62,391.14) Principal Paydown 06/15/2028 (60,918.45) (1,472.69) (44,008.60) Principal Paydown 06/15/2028 (43,012.90) (995.70) (2,416.12) Principal Paydown 04/20/2039 (2,360.15) (55.97) (7,482.18) Principal Paydown 10/20/2039 (7,259.63) (222.55) (5,584.69) Principal Paydown 10/20/2039 (5,419.21) (165.48) (1,965.27) Principal Paydown 04/20/2039 (1,920.06) (45.21) (16,172.51) Principal Paydown 04/15/2028 (15,628.84) (543.67) (28,175.81) Principal Paydown 04/15/2028 (27,215.69) (960.12) (2,154.13) Principal Paydown 09/25/2021 (2,203.93) 49.80 (2,162.82) Principal Paydown 09/25/2021 (2,212.20) 49.38 (8,907.96) Principal Paydown 08/15/2019 (8,423.76) (484.20) (6,480.34) Principal Paydown 08/15/2019 (6,124.12) (356.22) (1,259.66) Principal Paydown 07/20/2041 (1,259.48) (0.18) LC -Sr Lien Reserve Fund -1 LC -Sr Lien Reserve Fund -1 3136A4M48 31418AFW3. FHR 2898 PE FNA 2012-M3 IAI FN MA1080 FNA 2012-M3 1A1 FN MA1080 (11,417.06) Principal Paydown (885.78) Principal Paydown (11,744.48) Principal Paydown 09/01/2019 07/20/2041 09/01/2019 (10,732.15) (885.67) (11,047.10) (9,244.55) (8,167.79) (2,708.63) (10,252.63) (2,718.96) (7,473.05) (9,375.72) Principal Paydown 05/15/2033 (8,277.26) Principal Paydown 05/15/2033 (2,716.18) Principal Paydown 01/25/2022 (10,589.84) Principal Paydown 06/01/2022 01/25/2022 06/01/2022 (2,726.41) Principal Paydown (7 716.03) Principal Paydown (356 43.05) (345.126.39) (684.91) (0.11) (697.38) (131.17) (109.47) (7.55) (337.21) (7.45) (242.98) (11,116.66) 347621 LC -Sr Lien Reserve Fund -I 61747C715 MORGAN STANLEY LIQ PRIME -IN (172,564.94) Sell 09/30/2013 (172.564.94) - 347621 LC -Sr Lien Reserve Fund -1 61747C715 MORGAN STANLEY LIQ PRIME -IN (58,582.22) Sell 09/30/2013 (58,582.22) - 347621 LC -Sr Lien Reserve Fund -1 61747C715 MORGAN STANLEY LIQ PRIME -IN (258,798.70) Sell 09/30/2013 (258,798.70) - 347621 LC -Sr Lien Reserve Fund -I 61747C715 MORGAN STANLEY LIQ PRIME -IN (271,972.39) Sell 09/30/2013 (271,972.39) - 347621 LC -Sr Lien Reserve Fund -1 61747C715 MORGAN STANLEY LIQ PRIME -IN (740,879.34) Sell 09/30/2013 (740,879.34) - 347621 LC -Sr Lien Reserve Fund -1 61747C7!5 MORGAN STANLEY LIQ PRIME -IN (98,025.44) Sell 09/30/2013 (98,025.44) - 347621 LC -Sr Lien Reserve Fund -1 61747C715 MORGAN STANLEY LIQ PRIME -IN (10,227,116.55) Sell 09/30/2013 (10,227,116.55) - 347621 LC -Sr Lien Reserve Fund -I 61.747C715 MORGAN STANLEY LIQ PRIME -IN (2,103,769.02) Sell 09/30/2013 (2,103,769.02) - 347621 LC -Sr Lien Reserve Fund -1 61747C715 MORGAN STANLEY LIQ PRIME -IN (2,207,804.26) Sell 09/30/2013 (2,207,804.26) - 347621 LC -Sr Lien Reserve Fund -1 6!747C715 MORGAN STANLEY LIQ PRIME -IN (1,752,124.56) Sell 09/30/2013 (1,752,124.56) - 347621 LC -Sr Lien Reserve Fund -I 61747C715 MORGAN STANLEY LIQ PRIME -IN (2,776.84) Sell 09/30/2013 (2,776.84) - 347621 LC -Sr Lien Reserve Fund -1 6! 747C715 MORGAN STANLEY LIQ PRIME -IN (44,971.97) Sell 09/30/2013 (44,971.97) - 347621 LC -Sr Lien Reserve Fund -1 3135G0JA2 FANNIE MAE (174,611.31) Sell 04/27/2017 (175,188.83) 577.24 (18,113,997.54) (18,114,575.06) 577.24 Subtotal -347621 LC -Sr Lien Reserve Fund -1 17,670,474.17 17,701,066.67 (10,539.43) 347623 LC -Sr Lien Ob Fund -1 Interest 912828UA6 US TREASURY NB 2,915,156.25 Buy 11/30/2017 2,915,156.25 - 347623 LC -Sr Lien Ob Fund -1 interest 4812!CYK6 JP MORGAN CHASE BANK NA 341,424.00 Buy 10/01/2017 341,424.00 - 347623 LC -Sr Lien Ob Fund -1 Interest 912828RU6 US TREASURY NB 2,997,304.69 Buy 11/30/2016 2,997,304.69 - 347623 LC -Sr Lien Ob Fund -I Interest 38144LAB6 GOLDMAN SACHS GROUP INC 322,515.00 Buy 09/01/2017 322,515.00 - 347623 LC -Sr Lien Ob Fund -1 Interest 78387GAP8 AT&T INC 1,367,613.00 Buy 09/15/2014 1,367,613.00 - 347623 LC -Sr Lien 06 Fund -1 Interest 2352193S2 DALLAS-B-REF-TXBL 650,000.00 Buy 02/15/2017 650,000.00 - 347623 LC -Sr Lien Ob Fund -1 interest 02580ECC5 AMERICAN EXPRESS BK FSB 287,890.00 Buy 09/13/2017 287,890.00 - 214 Page 11 of 32 Riverside (only Tronsportolion Commission 1111111 NOM STAMP Portfolio Transaction Report Quarter ending September 30, 2013 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 ,347 1347 347 347 347 347 347 347 347 347 347 347 347 1347 i .23 i i i LC -Sr Lien Ob Fund -I Interest f![a.i'i r• 912828VG2 t US TREASURY NB ;' g "C',' " i'ensaction "type 2,984,179.69 Buy nal Maturity 06/15/2016 Base Principal Realized Gain 2,984,179.69 - 23 LC -Sr Lien Ob Fund -1 Interest 31402RBG3 FN 735439 228,865.54 Buy 09/01/2019 228,865.54 - ,23 LC -Sr Lien Ob Fund -1 Interest 61747C715 MORGAN STANLEY LIQ PRIME -IN 9,250.00 Buy 09/30/2013 9,250.00 - .23 LC -Sr Lien Ob Fund -1 Interest 61747C715 MORGAN STANLEY LIQ PRIME -IN 400,000.00 Buy 09/30/2013 400,000.00 - 23 .23 ,23 LC -Sr Lien Ob Fund -1 Interest 61747C715 MORGAN STANLEY LIQ PRIME -DI 18,443.83 Buy 09/30/2013 18,443.83 - LC -Sr Lien Ob Fund -1 Interest 61747C715 MORGAN STANLEY LIQ PRIME -IN 531.88 Buy 09/30/2013 531.88 - LC -Sr Lien Ob Fund -1 Interest 61747C715 MORGAN STANLEY LIQ PRIME -IN 44,487.01 Buy 09/30/2013 44,487.01 - .23 LC -Sr Lien Ob Fund -1 Interest 61747C715 MORGAN STANLEY LIQ PRIME -1N 403.06 Buy 09/30/2013 403.06 - 23 LC -Sr Lien Ob Fund -I Interest 61747C715 MORGAN STANLEY LIQ PRIME -IN 798,684.08 Buy 09/30/2013 798,684.08 - 123 LC -Sr Lien Ob Fund -1 Interest 61747C715 MORGAN STANLEY LIQ PRIME -IN 43,835.57 Buy 09/30/2013 43,835.57 - 03 LC -Sr Lien Ob Fund -I Interest 61747C715 MORGAN STANLEY LIQ PRIME -IN 531.88 Buy 09/30/2013 531.88 - .23 LC -Sr Lien Ob Fund -1 Interest 61747C715 MORGAN STANLEY LIQ PRIME -IN 1,301.76 Buy 09/30/2013 1,301.76 - 03 LC -Sr Lien Ob Fund -I Interest 61747C715 MORGAN STANLEY LIQ PRIME -IN 70,725.97 Buy 09/30/2013 70,725.97 - .23 LC -Sr Lien Ob Fund -1 Interest 61747C715 MORGAN STANLEY LIQ PRIME -[N 536,727.91 Buy 09/30/2013 536,727.91 - 23 LC -Sr Lien Ob Fund -I Interest 61747C715 MORGAN STANLEY LIQ PRIME -IN 10,875.00 Buy 09/30/2013 10,875.00 - .23 LC -Sr Lien Ob Fund -1 Interest 61747C715 MORGAN STANLEY LIQ PRIME -1N 531.88 Buy 09/30/2013 531.88 - 23 LC -Sr Lien Ob Fund -1 Interest LC -Sr Lien Ob Fund -1 Interest 61747C715 MORGAN STANLEY LIQ PRIME -IN 14.60 Buy 09/30/2013 14.60 - .23 61747C715 MORGAN STANLEY LIQ PRIME -IN 1,045,275.00 Buy 09/30/2013 1,045,275.00 23 LC -Sr Lien Ob Fund -I Interest 61747C715 MORGAN STANLEY LIQ PRIME -IN 52,754.61 Buy 09/30/2013 52,754.61 - .23 23 ,23 ,23 LC -Sr Lien Ob Fund -I Interest LC -Sr Lien Ob Fund -1 Interest LC -Sr Lien Ob Fund -1 Interest 61747C715 MORGAN STANLEY LIQ PRIME -1N 23,402.81 Buy 09/30/2013 23,402.81 - 61747C715 MORGAN STANLEY LIQ PRIME -IN 8,269.54 Buy 09/30/2013 8,269.54 - 61747C715 MORGAN STANLEY LIQ PRIME -IN 276,546.88 Buy 09/30/2013 276,546.88 - LC -Sr Lien Ob Fund -I Interest 61747C715 MORGAN STANLEY LIQ PRIME -IN 513,470.31 Buy 09/30/2013 513,470.31 - .23 l23 .23 ,23 23 ,23 .23 ,23 23 ,23 ,23 .23 .23 LC -Sr Lien Ob Fund -I Interest 61747C715 MORGAN STANLEY LIQ PRIME -IN 400,000.00 Buy 09/30/2013 400,000.00 - LC -Sr Lien Ob Fund -1 Interest 91842LWA8 VW Credit, Inc. 399,990.67 Buy 09/10/2013 399,990.67 - LC -Sr Lien Ob Fund -1 Interest 61747C715 MORGAN STANLEY LIQ PRIME -IN 31,406,835.42 Buy 09/30/2013 31,406,835.42 - LC -Sr Lien Ob Fund -I Interest 61747C715 MORGAN STANLEY LIQ PRIME -IN 3,500.00 Buy 09/30/2013 3,500.00 - LC -Sr Lien Ob Fund -1 Interest LC -Sr Lien 08 Fund -1 Interest LC -Sr Lien Ob Fund -1 Interest 00279VCA1 ABBEY NATL TREASURY SERV 1,035,030.00 Buy 11/10/2014 1,035,030.00 - - 912828RX0 US TREASURY NB 945,212.89 Buy 12/31/2016 945,212.89 - 233851AT1 DAIMLER FINANCE NA LLC 497,995.00 Buy 01/11/2016 497,995.00 - LC -Sr Lien Ob Fund -1 Interest 05565QCC0 BP CAPITAL MARKETS PLC 292,194.00 Buy 11/06/2017 292,194.00 - LC -Sr Lien Ob Fund -1 Interest 172967F138 CITIGROUP INC 1,375,777.00 Buy 05/19/2015 1,375,777.00 - LC -Sr Lien Ob Fund -1 Interest 01854VWS1 3134G3XQ8 94980VAF5 AllianceBemstein L.P. 399,988.33 Buy 09/26/2013 399,988.33 - LC -Sr Lien Ob Fund -1 Interest FREDDIE MAC 275,137.50 Buy 06/20/2017 275,137.50 - LC -Sr Lien Ob Fund -1 Interest WELLS FARGO BANK NA 988,160.00 Buy 05/16/2016 988,160.00 - LC -Sr Lien Ob Fund -1 Interest 31393V2T7 FHA 2627 GY 530,760.60 Buy 06/15/2018 530,760.60 - 23 LC -Sr Lien Ob Fund -1 Interest 61746BDG8 MORGAN STANLEY 496,725.00 Buy 02/25/2016 496,725.00 - 23 LC -Sr Lien Ob Fund -1 Interest 47787BAC9 JDOT 2012-A A3 1,000,937.50 Buy 03/15/2016 1,000,937.50 - 723 LC -Sr Lien Ob Fund -1 Interest 89233P6J0 TOYOTA MOTOR CREDIT CORP 802,344.00 Buy 07/17/2015 802,344.00 - 23 LC -Sr Lien Ob Fund -1 Interest 3137ANLP8 FHMS K501 A2 939,227.34 Buy 11/25/2016 939,227.34 - 23 LC -Sr Lien Ob Fund -1 Interest 3136A4M89 FNA 2012-M3 2A1 216,931.56 Buy 01/25/2019 216,931.56 - 123 LC -Sr Lien Ob Fund -1 Interest 31393EXC8 FNR 2003-88 TH 96,826.64 Buy 09/25/2018 96,826.64 - 23 LC -Sr Lien Ob Fund -1 Interest 220027AF3 RETAIL PROPERTIES INC 1,009,240.00 Buy 09/01/2013 1,009,240.00 - .23 LC -Sr Lien Ob Fund -1 Interest 928670AJ7 VOLKSWAGEN INTL FIN NV 607,206.00 Buy 03/22/2015 607,206.00 - ,23 LC -Sr Lien Ob Fund -1 Interest 65339MWC6 Eastern Heating & Cooling, Inc. 789,967.08 Buy 09/12/2013 789,967.08 - 123 LC -Sr Lien Ob Fund -1 Interest 48121CJM9 JP MORGAN CHASE BANK NA 492,775.00 Buy 06/13/2016 492,775.00 - 23 LC -Sr Lien ObFund-1 Interest 36I62WAC1 GEET2013-1 A3 921,964.84 Buy 11/25/2016 921,964.84 - 123 23 23 23 .23 ,23 .23 LC -Sr Lien Ob Fund -1 Interest 3137ASNH3 FHMS K019 Al 461,616.83 Buy 09/25/2021 461,616.83 - LC -Sr Lien Ob Fund-] Interest 3696203H5 GENERAL ELEC CAP CORP 340,212.00 Buy 09/15/2017 _340,212.00 460,355.64 - LC -Sr Lien Ob Fund -1 Interest 31385JLF3 FN 545826 - Buy 08/01/2017 LC -Sr Lien Ob Fund -I Interest 3136A8G38 FNA 2012-M13 ASQ2 916,267.97 Buy 08/25/2017 916,267.97 - LC -Sr Lien Ob Fund -1 Interest 59217GAC3 MET LIFE GLOB FUNDING I 766,284.80 Buy 09/29/2015 766,284.80 - LC -Sr Lien 08 Fund -1 Interest 263534BX6 E.I. DU PONT DE NEMOURS 1,014,068.00 Buy 03/15/2015 1,014,068.00 - LC -Sr Lien Ob Fund -1 Interest 36162RAB4 GEEST 2012 -IA A2 394,189.69 Buy 11/21/2014 394,189.69 - .23 LC -Sr Lien Ob Fund -1 Interest 19648CAC5 CO HSG & FIN-B-TXBL 932,892.30 Buy 05/15/2014 932,892.30 - 215 Page 12 of 32 I• NOM Riverside (ounly Ironspollolion Commission STAMP Portfolio Transaction Report Quarter ending September 30, 2013 Source Account Account Identifier HAMILTON SWR-B-RLI RIO TINTO FIN USA LTD 347623 347623 347623 347623 347623 347623 LC -Sr Lien Ob Fund -1 Interest LC -Sr Lien Ob Fund -1 Interest LC -Sr Lien 06 Fund -1 Interest LC -Sr Lien Ob Fund -1 Interest 69349LAL2 PNC BANK NA LC -Sr Lien Ob Fund -1 Interest 912828SY7 US TREASURY NB LC -Sr Lien Ob Fund -1 Interest 913017BW8 UNITED TECHNOLOGIES CORP 407288YD5 767201AM8 912828RU6 US TREASURY NB at O. "°a tfe ' tan action Type Final Maturity Base Principal Base Net Total Realized Gain 630,000.00 Buy 617,400.00 Buy 449,525.39 Buy 12/01/2015 05/20/2016 11/30/2016 04/29/2016 499,180.00 05/31/2017 2,945,039.06 12/02/2013 245,146.02 630,000.00 617,400.00 449,525.39 499,180.00 Buy 2,945,039.06 Buy - Buy 72,470,350.16 73,175,851.82 347623 LC -Sr Lien Ob Fund -I Interest 3134G3XQ8 FREDDIE MAC (275,000.00) Call Redemption 06/20/201.7 (275,000.00) 0.00 (275,000.00) (275,000.00) 0.00 347623 LC -Sr Lien Ob Fund -1 Interest 172967FD8 CITIGROUP INC (722,013.84) (722,013.84) Corporate Action Sell 05/19/2015 (707,643.31) (14,370.53) (707,643.31) 347623 LC -Sr Lien 0b Fund -I Interest 91842LWA8 VW Credit, Inc. (400,000.00) Maturity 09/10/2013 (400,000.00) 347623 LC -Sr Lien 0b Fund -1 Interest 01854VWS1 AllianceBemstein L.P. (400.000.00) Maturity 09/26/2013 (400,000.00) 347623 LC -Sr Lien Ob Fund -1 Interest 220027AF3 RETAIL PROPERTIES INC (1,000,000.00). Maturity 09/01/2013 (1,000,000.00) 347623 LC -Sr Lien Ob Fund -I Interest 65339MWC6 Eastern Heating & Cooling, Inc. (790 000.00) Maturity 09/12/2013 (790,000.00) (14,370.53) (2,590,000.00) (2,590,000.00) 347623 347623 347623 347623 347623 347623 347623 347623 347623 347623 347623 347623 347623 347623 LC -Sr Lien Ob Fund -1 Interest LC -Sr Lien Ob Fund -1 Interest LC -Sr Lien Ob Fund -1 Interest LC -Sr Lien Ob Fund -1 Interest LC -Sr Lien Ob Fund -1 Interest LC -Sr Lien 0b Fund -1 Interest LC -Sr Lien Ob Fund -1 Interest LC -Sr Lien Ob Fund -1 Interest LC -Sr Lien Ob Fund -1 Interest LC -Sr Lien Ob Fund -1 Interest LC -Sr Lien Ob Fund -1 Interest LC -Sr Lien Ob Fund -1 Interest LC -Sr Lien Ob Fund -1 Interest LC -Sr Lien Ob Fund -1 Interest 31402RBG3 FN 735439 31402RBG3 31393V2T7 31393V2T7 47787BAC9 3136A4M89 3136A4M89 47787BAC9 31393EXC8 31393EXC8 3137ASNH3 36162RAB4 36162RAB4 36162RAB4 FN 735439 FHR 2627 GY FHR 2627 GY JDOT 2012-A A3 FNA 2012-M3 2A1 FNA 2012-M3 2A1 JDOT 2012-A A3 FNR 2003-88 TH FNR 2003-88 TH FHMS K019 Al GEEST 2012-1A A2 GEEST 2012-1A A2 GEEST 2012-1A A2 (8.596.40) Principal Paydown (8,422.01) Principal Paydown (19,811.47) Principal Paydown (21,256.88) Principal Paydown (48,163.52) Principal Paydown (1,209.12) Principal Paydown (1,204.76) Principal Paydown (53,546.37) Principal Paydown 09/01/2019 09/01/2019 06/15/2018 06/15/2018 03/15/2016 01/25/2019 01/25/2019 03/15/2016 (8,002.00) (7,849.68) (18,745.65) (20,097.01) (48,122.11) (1,201.68) (1,197.21) (53,502.74) (594.40) (572.33) (1,065.82) (1,159.87) (41.41) (7.44) (7.55) (3,892.39) Principal Paydown 09/25/2018 (3,675.63) (2,808.79) Principal Paydown (2,154.23) Principal Paydown (39,418.16) Principal Paydown (43.581.25) Principal Paydown (52,532.80) Principal Paydown 09/25/2018 09/25/2021 11/21/2014 11/21/2014 11/21/2014 (2,654.43) (2,212.20) (39,400.99) (43,556.50) (52,506.39) (43.63) (216.76) (154.36) 57.97 (17.17) (24.75) (26.41) (306,598.14) (302.724.22) (3,87 3.92) 347623 LC -Sr Lien Ob Fund -1 Interest 912828UA6 US TREASURY NB (534,803.52). Sell 11/30/2017 (534,767.58) (45.37) 347623 LC -Sr Lien Ob Fund -I Interest 912828UA6 US TREASURY NB (971,770.17) Sell 11/30/2017 (974,101.56) 2,314.25 347623 LC -Sr Lien Ob Fund -1 Interest 912828VG2 US TREASURY NB (795,820.18) Sell 06/15/2016. (798,312.50) 2,488.43 347623 LC -Sr Lien 0b Fund -I Interest 61747C715 MORGAN STANLEY LIQ PRIME -IN (96,394.43) Sell 09/30/2013 (96,394.43) - 347623 LC -Sr Lien 06 Fund -1 Interest 61747C715 MORGAN STANLEY LIQ PRIME -IN (630,000.00) Sell 09/30/2013 (630,000.00) - 347623 LC -Sr Lien Ob Fund -I Interest 61747C715 MORGAN STANLEY LIQ PRIME -IN (650,000.00) Sell 09/30/2013 (650,000.00) - 347623 LC -Sr Lien Ob Fund -1 Interest 61747C715 MORGAN STANLEY LIQ PRIME -IN (464,129.65) Sell 09/30/2013 (464,129.65) - 347623 LC -Sr Lien Ob Fund -I Interest 61747C715 MORGAN STANLEY LIQ PRIME -IN (69,361.55) Sell 09/30/2013 (69,361.55) - 347623 LC -Sr Lien Ob Fund -1 Interest 61747C715 MORGAN STANLEY LIQ PRIME -IN (850,707.88) Sell 09/30/2013 (850,707.88) - 347623 LC -Sr Lien Ob Fund -I Interest 61747C715 MORGAN STANLEY LIQ PRIME -IN (1,189,957.75) Sell 09/30/2013 (1,189,957.75) - 347623 LC -Sr Lien Ob Fund -1 Interest 61747C715 MORGAN STANLEY LIQ PRIME -IN (1,719,777.81) Sell 09/30/2013 (1,719,777.81) - 347623 LC -Sr Lien Ob Fund -1 Interest 61747C715 MORGAN STANLEY LIQ PRIME -IN (10,563,436.46) Sell 09/30/2013 (10,563,436.46) - 347623 LC -Sr Lien Ob Fund -1 Interest 61747C715 MORGAN STANLEY LIQ PRIME -IN (8,864,118.85) Sell 09/30/2013 (8,864,118.85) - 347623 LC -Sr Lien 06 Fund -1 Interest 61747C7!5 MORGAN STANLEY LIQ PRIME -IN (229,469.63) Sell 09/30/2013 (229,469.63) - 347623 LC -Sr Lien Ob Fund -1 interest 61747C715 MORGAN STANLEY LIQ PRIME -IN (1,981,856.54) Sell 09/30/2013 (1,981,856.54) - 347623 LC -Sr Lien O6 Fund -1 Interest LC -Sr Lien 06 Fund -I Interest 61747C7!5 MORGAN STANLEY L1Q PRIME -IN (939,029.88) Sell 09/30/2013 (939,029.88) - 347623 61747C715 MORGAN STANLEY LIQ PRIME -IN (3,291,927.47) Sell 09/30/2013 (3,291,927.47) - 347623 LC -Sr Lien Ob Fund -1 Interest 61747C715 MORGAN STANLEY LIQ PRIME -IN (3,280,267.73) Sell 09/30/2013 (3,280,267.73) - (37,122,829.50) (37,127,617.27) 4,757.31 Subtotal - 347623 LC -Sr Lien Ob Fund -1 Interest 31,453,908.68 32,172,867.02 (13,487.15) 347625 LCProjectFund-2 Senior Lien 69430LVW5 Pacific Gas and Electric Company 6,174,459.69 Buy 08/30/2013 6,174,459.69 - 347625 LC -Project Fund -2 Senior Lien 97689RAH7 WI HSG-VAR-TXB-B-MFH 1;825,000.00 Buy 04/01/2046 1,825,000.00 216 Page 13 of 32 I• NOM Riverside (ounly Tronspoltolion (ommission STAMP Portfolio Transaction Report Quarter ending September 30, 2013 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 1347 Base Net Total 'ource Account .25 Account Identifier ;' a "e • ' Flo " Pe 1sactim "Type 4,061,196.48 Buy `nal Maturity 08/23/2013 . ase Principal Re.liz Gain 4,061,196.48 - LC -Project Fund -2 Senior Lien 780 1OXAD3 ROYAL BK OF SCOTLAN D PL(. .25 LC -Project Fund -2 Senior Lien 00287BUG2 AbbVie Inc. 3,699,835.57 Buy 07/16/2013 3,699,835.57 - ,25 LC -Project Fund -2 Senior Lien 05968OY72 Banco Santander -Chile 2,996,558.34 Buy 11/07/2013 2,996,558.34 - .25 LC -Project Fund -2 Senior Lien 0081U2WT5 Aetna Inc. 2,499,881.25 Buy 09/27/2013 2,499,881.25 '25 LC -Project Fund -2 Senior Lien 0081 U2UNO Aetna Inc. 3,499,673.35 Buy 07/22/2013 3,499,673.35 - l25 LC -Project Fund -2 Senior Lien 36962G4Q4 GENERAL ELEC CAP CORP 5,013,700.00 Buy 09/16/2013 5,013,700.00 - ,25 LC -Project Fund -2 Senior Lien 1248C2X76 CBS Corporation 3,399,365.32 Buy 10/07/2013 3,399,365.32 - '25 LC -Project Fund -2 Senior Lien 91842LX41 VW Credit, Inc. 3,999,413.32 Buy 10/04/2013 3,999,413.32 - ,25 LC -Project Fund -2 Senior Lien 2524H4UF5 Diageo Capital PLC 3,499,836.66 Buy 07/15/2013 3,499,836.66 - ,25 LC -Project Fund -2 Senior Lien 01854VW93 AllianceBemstein L.P. 3,999,953.33 Buy 09/09/2013 3,999,953.33 - .25 LC -Project Fund -2 Senior Lien 25490CWD5 DIRECTV Holdings LLC 499,957.22 Buy 09/13/2013 499,957.22 - ,25 LC -Project Fund -2 Senior Lien 62949LUA3 NYSE EURONEXT 3,999,861.12 Buy 07/10/2013 3,999,861.12 - ,25 LC -Project Fund -2 Senior Lien 41805BXV3 Hasbro, Inc. 3,699,177.79 Buy 10/29/2013 3,699,177.79 - .25 LC -Project Fund -2 Senior Lien 62949LVC8 NYSE Euronext 3,099,861.37 Buy 08/12/2013 3,099,861.37 - '25 LC -Project Fund -2 Senior Lien 01854VWQ5 AllianceBernstein L.P. 2,499,990.98 Buy 09/24/2013 2,499,990.98 - .25 LC -Project Fund -2 Senior Lien 78355AXG4 Ryder System, Inc. 3,999,166.68 Buy 10/16/2013 3,999,166.68 - '25 LC -Project Fund -2 Senior Lien 65475LXU1 Nissan Motor Acceptance Corporation 3,998,942.24 Buy 10/28/2013 3,998,942.24 - .25 LC -Project Fund -2 Senior Lien 05634BXP8 Bacardi U.S.A., Inc. 2,999,370.00 Buy 10/23/2013 2,999,370.00 - ,25 LC -Project Fund -2 Senior Lien 65475HAE1 NALT 2011-A A4 485,985.16 Buy 04/17/2017 485,985.16 - 125 ,25 ,25 LC -Project Fund -2 Senior Lien 381022V93 Golden Funding Corporation 1,489,951.58 Buy 08/09/2013 1,489,951.58 - LC -Project Fund -2 Senior Lien I9122WW32 Coca-Cola Refreshments USA, Inc. 1,799,968.00 Buy 09/03/2013 1,799,968.00 - LC -Project Fund -2 Senior Lien 03741NV87 Apache Corporation 3,499,782.23 Buy 08/08/2013 3,499,782.23 - 125 LC -Project Fund -2 Senior Lien 20911LWK1 Consolidated Edison Company of New York, Inc. 3,499,825.00 Buy 09/19/2013 3,499,825.00 - 125 LC -Project Fund -2 Senior Lien LC -Project Fund -2 Senior Lien LC -Project Fund -2 Senior Lien 91842LWA8 02000JU93 61747C715 VW Credit, Inc. 3,899,739.99 Buy 09/10/2013 3,899,739.99 - '25 The Allstate Corporation 3,999,911.12 Buy 07/09/2013 3,999,911.12 - .25 MORGAN STANLEY LIQ PRIME -IN 975,516.97 Buy 09/30/2013 975,516.97 - '25 LC -Project Fund -2 Senior Lien 91842LWA8 VW Credit, Inc. 1,499,965.00 Buy 09/10/2013 1,499,965.00 - .25 '25 .25 LC -Project Fund -2 Senior Lien LC -Project Fund -2 Senior Lien LC -Project Fund -2 Senior Lien 61747C715 MORGAN STANLEY LIQ PRIME -IN 101,057.76 Buy 09/30/2013 101,057.76 - 61747C715 MORGAN STANLEY LIQ PRIME -IN 1,393,099.44 Buy 09/30/2013 1,393,099.44 - 61747C715 MORGAN STANLEY LIQ PRIME -IN 4,881,082.38 Buy 09/30/2013 4,881,082.38 - .25 LC -Project Fund -2 Senior Lien 23336GVS7 DTE Electric Company 1,999,865.56 Buy 08/26/2013 1,999,865.56 - .25 LC -Project Fund -2 Senior Lien 61747C715 MORGAN STANLEY LIQ PRIME -IN 138.06 Buy 09/30/2013 138.06 - ,25 LC -Project Fund -2 Senior Lien 61747C715 MORGAN STANLEY LIQ PRIME -IN 3,500,000.00 Buy 09/30/2013 3,500,000.00 - ,25 LC -Project Fund -2 Senior Lien 61747C715 MORGAN STANLEY LIQ PRIME -IN 3,202,270.41 Buy 09/30/2013 3,202,270.41 - .25 LC -Project Fund -2 Senior Lien 61747C715 MORGAN STANLEY LIQ PRIME -IN 347.19 Buy 09/30/2013 347.19 - .25 LC -Project Fund -2 Senior Lien 61747C715 MORGAN STANLEY LIQ PRIME -IN 3,500,000.00 Buy 09/30/2013 3,500,000.00 25 LC -Project Fund -2 Senior Lien 61747C715 MORGAN STANLEY LIQ PRIME -IN 4,240,000.00 Buy 09/30/2013 4,240,000.00 - 125 LC -Project Fund -2 Senior Lien 61747C715 MORGAN STANLEY LIQ PRIME -IN 3,500,000.00 Buy 09/30/2013 3,500,000.00 - 25 LC -Project Fund -2 Senior Lien 61747C715 MORGAN STANLEY LIQ PRIME -IN 2,347.63 Buy 09/30/2013 2,347.63 - 125 LC -Project Fund -2 Senior Lien 025816AQ2 AMERICAN EXPRESS CO 5,003,135.00 Buy 07/15/2013 5,003,135.00 - 25 LC -Project Fund -2 Senior Lien 61747C715 MORGAN STANLEY LIQ PRIME -IN 11,594,621.60 Buy 09/30/2013 11,594,621.60 - 125 LC -Project Fund -2 Senior Lien 05635MVE0 Bacardi Corporation 4,999,277.80 Buy 08/14/2013 4,999,277.80 - 25 LC -Project Fund -2 Senior Lien 61747C715 MORGAN STANLEY LIQ PRIME -IN 5,000,000.00 Buy 09/30/2013 5,000,000.00 - l25 LC -Project Fund -2 Senior Lien 61747C715 MORGAN STANLEY LIQ PRIME -IN 3,872,384.44 Buy 09/30/2013 3,872,384.44 - 25 LC -Project Fund -2 Senior Lien 6174711715 MORGAN STANLEY LIQ PRIME -IN 4,540,020.00 Buy 09/30/2013 4,540,020.00 - 125 LC -Project Fund -2 Senior Lien 61747C715 MORGAN STANLEY LIQ PRIME -IN 4,116,816.00 Buy 09/30/2013 4,116,816.00 - 125 LC -Project Fund -2 Senior Lien 61747C715 MORGAN STANLEY LIQ PRIME -IN 1,000,124.98 Buy 09/30/2013 1,000,124.98 - 125 LC -Project Fund -2 Senior Lien 61747C715 MORGAN STANLEY LIQ PRIME -IN 14,301,000.00 Buy 09/30/2013 14,301,000.00 - 125 LC -Project Fund -2 Senior Lien 2254EAZ30 61747C715 Credit Suisse (USA), Inc. 1,499,546.67 Buy 12/03/2013 1,499,546.67 - 125 LC -Project Fund -2 Senior Lien MORGAN STANLEY LIQ PRIME -IN 10,865,199.80 Buy 09/30/2013 10,865,199.80 - 025 LC -Project Fund -2 Senior Lien 617470715 MORGAN STANLEY LIQ PRIME -IN 1,848,204.44 Buy 09/30/2013 1,848,204.44 25 LC -Project Fund -2 Senior Lien 61747C715 61747C715 61747C715 MORGAN STANLEY LIQ PRIME -IN 800,507.93 Buy 09/30/2013 ,800,507.93 - '25 LC -Project Fund -2 Senior Lien MORGAN STANLEY LIQ PRIME -IN 10,789,977.58 Buy 09/30/2013 10,789,977.58 - 516.73 - .25 LC -Project Fund -2 Senior Lien MORGAN STANLEY LIQ PRIME -IN 516.73 Buy 09/30/2013 .25 LC -Project Fund -2 Senior Lien 617470715 MORGAN STANLEY LIQ PRIME -IN 2,208,286.83 Buy 09/30/2013 2,208,286.83 - 217 Page 14 of 32 Riverside (ounly Tronspottolion Commission 1111111 MOM STAMP Portfolio Transaction Report Quarter ending September 30, 2013 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 347 1347 i en 01211iii13 ' ' ese- p"on " at 'e ".'a ue ran82e on Type 2,046,888.32 Buy Final Maturity 06/23/2014 Base Principal Realized Gain 2,046,888.32 - ..25 LC -Project Fund -2 Senior Lien 36162DAB5 GEEST 2011-2A A2 '25 LC -Project Fund -2 Senior Lien 2574P0X74 Dominion Resources, Inc. 3,999,666.68 Buy 10/07/2013 3,999,666.68 - '25 LC -Project Fund -2 Senior Lien 61747C715 MORGAN STANLEY LIQ PRIME -IN 122,120,946.70 Buy 09/30/2013 122,120,946.70 - .25 LC -Project Fund -2 Senior Lien 22532AW61 Credit Agricole North America, Inc. 4,999,873.60 Buy 09/06/2013 4,999,873.60 - ,25 .25 .25 LC -Project Fund -2 Senior Lien 61747C715 5006EOZC3 05635MX24 MORGAN STANLEY LIQ PRIME -IN 4,749,207.77 Buy 09/30/2013 4,749,207.77 - LC -Project Fund -2 Senior Lien The Korea Development Bank 1,499,390.42 Buy 12/12/2013 1,499,390.42. - LC -Project Fund -2 Senior Lien Bacardi Corporation 3,499,469.16 Buy 10/02/2013 3,499,469.16 - i25 LC -Project Fund -2 Senior Lien 65475UAB8 NAROT 2012-A A2 122,459.76 Buy 10/15/2014 122,459.76 - .25 LC -Project Fund -2 Senior Lien 22541LAH6 CREDIT SUISSE USA INC 6,325,641.00 Buy 08/15/2013 6,325,641.00 - 125 LC -Project Fund -2 Senior Lien 90261XGF3 UBS AG STAMFORD CT 1,426,520.48 Buy 08/12/2013 1,426,520.48 - 125 LC -Project Fund -2 Senior Lien 151036X94 Celgene Corporation 2,997,774.99 Buy 10/09/2013 2,997,774.99 - a5 LC -Project Fund -2 Senior Lien 91842LUR3 VW Credit, Inc. 3,499,537.23 Buy 07/25/2013 3,499,537.23 125 LC -Project Fund -2 Senior Lien 9497K2XA5 WellPoint, Inc. 2,997,750.00 Buy 10/10/2013 2,997,750.00 - 125 LC -Project Fund -2 Senior Lien 20911LVT3 Consolidated Edison Company of New York, Inc. 3,799,873.35 Buy 08/27/2013 3,799,873.35 -. 125 LC -Project Fund -2 Senior Lien 41805BW36 Hasbro, Inc. 4,299,904.45 Buy 09/03/2013 4,299,904.45 - 125 LC -Project Fund -2 Senior Lien 37331WW31 27805AXF9 62949LVV6 02582JFG0 Georgia-Pacific LLC 3,499,239.73 Buy 09/03/2013 3,499,239.73 - 125 LC -Project Fund -2 Senior Lien Eaton Corporation 3,399,140.55 Buy 10/15/2013 3,399,140.55 - 125 LC -Project Fund -2 Senior Lien NYSE Euronext 4,999,776.40 Buy 08/29/2013 4,999,776.40 125 LC -Project Fund -2 Senior Lien AMXCA 2008-5 A 1,000,781.25 Buy 03/15/2016 1,000,781.25 - 125 125 125 125 LC -Project Fund -2 Senior Lien LC -Project Fund -2 Senior Lien LC -Project Fund -2 Senior Lien LC -Project Fund -2 Senior Lien 65339MW36 57708LV70 0020A2XM9 42823JXW0 NextEra Energy Capital Holdings, Inc. Mattel, Inc. 2,009,839.20 Buy 09/03/2013 2,009,839.20 - 3,499,897.9] Buy 08/07/2013 3,499,897.91 - AT&T Inc. 3,399,109.39 Buy 10/21/2013 3,399,109.39 -. Hewlett-Packard Company 3,498,355.00 Buy 10/30/2013 3,498,355.00 - 125 LC -Project Fund -2 Senior Lien 882722LC3 9497K2XH0 01854VWS1 TX VAR-REF-TXB-VETS 1,065,000.00 Buy 06/01/2031 1,065,000.00 - 125 LC -Project Fund -2 Senior Lien WellPoint, Inc. 1,998,600.00 Buy 10/17/2013 1,998,600.00 - 05 LC -Project Fund -2 Senior Lien AllianceBemstein L.P. 2,524,926.35 Buy 09/26/2013 2,524,926.35 - 125 LC -Project Fund -2 Senior Lien 449786AF9 LNG BANK NV 2,890,944.00 Buy 10/18/2013 2,890,944.00 - i25 ,25 a5 '25 '25 125 a5 .25 i25 LC -Project Fund -2 Senior Lien LC -Project Fund -2 Senior Lien LC -Project Fund -2 Senior Lien 03741NWR4 Apache Corporation 3,499,605.27 Buy 09/25/2013 3,499,605.27 - 3,499,959.05 - 5,999,625.00 - 01854VWG7 AllianceBemstein L.P. 3,499,959,05 Buy 09/16/2013 2925A2VW7 Enbridge Energy Partners, L.P. 5,999,625.00. Buy 08/30/2013 LC -Project Fund -2 Senior Lien LC -Project Fund -2 Senior Lien LC -Project Fund -2 Senior Lien LC -Project Fund -2 Senior Lien 12800UAD2 CAISSE CENTRALE DESJARDN 2,005,100.00 Buy 09/16/2013 2,005,100.00 - 37331WXA4 Georgia-Pacific LLC 3,999,556.68 Buy 10/10/2013 3,999,556.68 - 23336GUI32 DTE Electric Company 3,499,772.50 Buy 07/17/2013 3,499,772.50 - 06052YAB5 BAAT 2012-1 A2 2,857,546.40 Buy 11/17/2014 2,857,546.40 - LC -Project Fund -2 Senior Lien 9497K2V90 WellPoint, Inc. 2,749,876.25 Buy 08/09/2013 2,749,876.25 - LC -Project Fund -2 Senior Lien 65339MUN4 NextEra Energy Capital Holdings, Inc. 3,699,597.11 Buy 07/22/2013 3,699,597.11 .25 LC -Project Fund -2 Senior Lien 01854VWD4 AllianceBemstein L.P. 2,374,990.76 Buy 09/13/2013 2,374,990.76 - 125 LC -Project Fund -2 Senior Lien 57708LW95 Mattel, Inc. 1,299,945.83 Buy 09/09/2013 1,299,945.83 -. .25 LC -Project Fund -2 Senior Lien 65339MWC6 Eastern Heating & Cooling, Inc. 2,834,881.87 Buy 09/12/2013 2,834,881.87 - 05 LC -Project Fund -2 Senior Lien 01854VWH5 AllianceBemstein L.P. 3,999,982.24 Buy 09/17/2013 3,999,982.24 - 05 LC -Project Fund -2 Senior Lien 209]1LUJ6 Consolidated Edison Company of New York, Inc. 3,499,747.23 Buy 07/18/2013 3,499,747.23 - 125 LC -Project Fund -2 Senior Lien 60920VY63 Mondelez International Inc 3,998,678.88 Buy 11/06/2013 3,998,678.88 -. 125 LC -Project Fund -2 Senior Lien 25490CX36 DIRECTV Holdings LLC 2,997,855.84 Buy 10/03/2013 2,997,855.84 - 05 LC -Project Fund -2 Senior Lien 65475LVW9 Nissan Motor Acceptance Corporation 6,599,332.67 Buy 08/30/2013 6,599,332.67 - a5 LC -Project Fund -2 Senior Lien 65475LWA6 Nissan Motor Acceptance Corporation 2,498,922.93 Buy 09/10/2013 2,498,922.93 - .25 LC -Project Fund -2 Senior Lien 24422ERJ0 JOHN DEERE CAPITAL CORP 5,005,075.00 Buy 10/04/2013 5,005,075.00 -. 125 LC -Project Fund -2 Senior Lien 27743JVM2 Eastman Chemical Company 3,999,520.00 Buy 08/21/2013 3,999,520.00 - i25 125 ,25 ,25 a5 ,25 a5 LC -Project Fund -2 Senior Lien 05531FAE3 BB&T CORPORATION 5,433,264.00 Buy 09/25/2013 5,433,264.00 - LC -Project Fund -2 Senior Lien 220027AF3 RETAIL PROPERTIES INC 5,046,200.00 Buy 09/01/2013 5,046,200.00 - 4,999,863.90 - 4,999,795.85 - LC -Project Fund -2 Senior Lien 6323A0W61 Natixis 4,999,863.90 Buy 09/06/2013 LC -Project Fund -2 Senior Lien 0081U2VS8 Aetna Inc. 4,999,795.85 Buy 08/26/2013 LC -Project Fund -2 Senior Lien 78355AVT8 78355AVT8 44890MXA5 Ryder System, Inc. 3,499,396.25 Buy 08/27/2013 3,499,396.25 - LC -Project Fund -2 Senior Lien Ryder System. Inc. 1,000,919.92 Buy 08/27/2013 1,000,919.92 - LC -Project Fund -2 Senior Lien Hyundai Capital America 3,499,237.77 Buy 10/10/2013 3,499,237.77 - ,25 LC -Project Fund -2 Senior Lien 49455AV50 Kinder Morgan Energy Partners, L.P. 3,499,878.48 Buy 08/05/2013 3,499,878.48 - 218 Page 15 of 32 lll_ — — Riverside (ounly Tronspollalinn (=Mission STAMP Portfolio Transaction Report Quarter ending September 30, 2013 Source Account Account Identifier , a "e' 'a tie " ransaction Type Final Maturity Base Principal Realized Gain 347625 LC -Project Fund -2 Senior Lien 57163TWQ8 Marriott International_ Inc. 1,599,186.67 Buy 09/24/2013 1,599,186.67 - 347625 LC -Project Fund -2 Senior Lien 172967FG1 CITIGROUP INC 2,854,389.00 Buy 08/13/2013 2,854,389.00 - 347625 LC -Project Fund -2 Senior Lien 172967FG1 CITIGROUP INC 1,001,540.00 Buy 08/13/2013 1,001,540.00 - 347625 LC -Project Fund -2 Senior Lien 05634BW46 Bacardi U.S.A., Inc. 999,965.28 Buy 09/04/2013 999,965.28 - 347625 LC -Project Fund -2 Senior Lien 05634BW46 Bacardi U.S.A., Inc. 999,965.28 Buy 09/04/2013 999,965.28 - 347625 LC -Project Fund -2 Senior Lien 76720LWP3 Rio Tinto America Inc. 1,499,350.01 Buy 09/23/2013 1,499,350.01 - 347625 LC -Project Fund -2 Senior Lien 6362P2VV5 National Grid USA Service Company, Inc. 5,999,875.02 Buy 08/29/2013 5,999,875.02 - 347625 LC -Project Fund -2 Senior Lien 06538BWD1 The Bank of Tokyo -Mitsubishi UFJ, Ltd. 4,999,747.20 Buy 09/13/2013 4,999,747.20 - 347625 LC -Project Fund -2 Senior Lien 161571CX0 CHAIT 2008-A10 A10 2,301,257.81 Buy 08/17/2015 2,301,257.81 - 347625 LC -Project Fund -2 Senior Lien 277437X24 Eastman Chemical Company 3,499,448.75 Buy 10/02/2013 3,499,448.75 - 347625 LC -Project Fund -2 Senior Lien 57163TXW4 Marriott International, Inc. 3,998,988.88 Buy 10/30/2013 3,998,988.88 - 347625 LC -Project Fund -2 Senior Lien 91842LVT8 VW Credit, Inc. 5,999,580.00 Buy 08/27/2013 5,999,580.00 - 347625 LC -Project Fund -2 Senior Lien 65475NAD0 NALT 2011-B A3 530,600.13 Buy 02/16/2015 530,600.13 - 347625 LC -Project Fund -2 Senior Lien 01854VW44 AllianceBemstein L.P. 2,499,990.28 Buy 09/04/2013 2,499,990.28 - 347625 LC -Project Fund -2 Senior Lien 16151RCR2 CHAMT 2003-4 A 1,500,468.75 Buy 01/15/2016 1,500,468.75 - 347625 LC -Project Fund -2 Senior Lien 59259YE62 42823JUV5 27743JWD1 74977KXF1 MET TRANSPRTN AUTH-D 1,750,561.80 Buy 11/15/2013 1,750,561.80 - 347625 LC -Project Fund -2 Senior Lien Hewlett-Packard Company 3,499,346.66 Buy 07/29/2013 3,499,346.66 - 347625 LC -Project Fund -2 Senior Lien Eastman Chemical Company 4,024,547.19 Buy 09/13/2013 4,024,547.19 347625 LC -Project Fund -2 Senior Lien Rabobank USA Financial Corporation 4,997,625.00 Buy 10/15/2013 4,997,625.00 - 347625 347625 347625 347625 LC -Project Fund -2 Senior Lien LC -Project Fund -2 Senior Lien LC -Project Fund -2 Senior Lien 89236PAB9 2925A2VM9 25179KXG7 TAOT 2012-A A2 107,469.53 Buy 10/15/2014 107,469.53 - Enbridge Energy Partners, L.P. 3,499,387.50 Buy 08/21/2013 3,499,387.50 - Devon Energy Corporation 3,999,400.00 Buy 10/16/2013 3,999,400.00 - LC -Project Fund -2 Senior Lien 91842LW59 VW Credit, Inc. 3,499,895.00 Buy 09/05/2013 3,499,895.00 - 347625 347625 — 347625 LC -Project Fund -2 Senior Lien LC -Project Fund -2 Senior Lien LC -Project Fund -2 Senior Lien 65475LWR9 Nissan Motor Acceptance Corporation 3,399,607.10 Buy 09/25/2013 3,399,607.10 - 2091 ILX20 Consolidated Edison Company of New York, Inc. 3,999,644.44 Buy 10/02/2013 3,999,644.44 - 38141GDK7 GOLDMAN SACHS GROUP INC 5,003,015.00 Buy 07/15/2013 5,003,015.00 - 347625 LC -Project Fund -2 Senior Lien 65339MWS1 NEXTERA ENERGY CAPITAL HOLDINGS INC 3,499,646.12 Buy 09/26/2013 3,499,646.12 - 347625 — 347625 347625 LC -Project Fund -2 Senior Lien LC -Project Fund -2 Senior Lien LC -Project Fund -2 Senior Lien 05635MUQ4 38141GDQ4 43813TAC7 Bacardi Corporation 3,499,564.46 Buy 07/24/2013 3,499,564.46 - GOLDMAN SACHS GROUP INC 6,755,489.54 Buy 10/15/2013 _ 6,755,489.54 - HAROT 2011-1 A3 190,152.75 Buy 10/15/2014 190,152.75 - 347625 LC -Project Fund -2 Senior Lien 62949LW60 NYSE Euronext 2,999,877.51 Buy 09/06/2013 2,999,877.51 - 347625 LC -Project Fund -2 Senior Lien 91842LV50 01854VWJ1 01854VW51 VW Credit, Inc. 3,499,888.21 Buy 08/05/2013 3,499,888.21 - 347625 LC -Project Fund -2 Senior Lien AllianceBemstein L.P. 3,999,984.44 Buy 09/18/2013 3,999,984.44 - 347625 LC -Project Fund -2 Senior Lien AllianceBemstein L.P. 3,699,985.61 Buy 09/05/2013 3,699,985.61 - 347625 LC -Project Fund -2 Senior Lien 74433GXV3 Prudential Funding LLC 2,999,608.33 Buy 10/29/2013 2,999,608.33 - 347625 LC -Project Fund -2 Senior Lien 62949LW52 NYSE Euronext 5,499,754.04 Buy 09/05/2013 5,499,754.04 347625 LC -Project Fund -2 Senior Lien 01854VW69 AllianceBemstein L.P. 1,199,995.33 Buy 09/06/2013 1,199,995.33 - 347625 LC -Project Fund -2 Senior Lien 01854VW69 AllianceBemstein L.P. 4,999,844.45 Buy 09/06/2013 4 999 844.45 - 634,254.628.82 634,254,628.82 - 347625 LC -Project Fund -2 Senior Lien 36962G4Q4 GENERAL ELEC CAP CORP (5,000,000.00) Maturity 09/16/2013 (5,000,000.00) - 347625 LC -Project Fund -2 Senior Lien 69430LVW5 Pacific Gas and Electric Company (6,175,000.00) Maturity 08/30/2013 (6,175,000.00) - 347625 LC -Project Fund -2 Senior Lien 00287BUG2 AbbVie Inc. (3,700,000.00) Maturity 07/16/2013 (3,700,000.00) - 347625 LC -Project Fund -2 Senior Lien 0081U2WT5 Aetna Inc. (2,500,000.00) Maturity 09/27/2013 (2,500,000.00) - 347625 LC -Project Fund -2 Senior Lien 78010XAD3 ROYAL BK OF SCOTLAND PLC (4,048,000.00) Maturity 08/23/2013 (4,048,000.00) - 347625 LC -Project Fund -2 Senior Lien 2524H4UF5 Diageo Capital PLC (3,500,000.00) Maturity 07/15/2013 (3,500,000.00) - 347625 LC -Project Fund -2 Senior Lien 01854VW93 AllianceBernstein L.P. (4,000,000.00) Maturity 09/09/2013 (4,000,000.00) - 347625 LC -Project Fund -2 Senior Lien 25490CWD5 DIRECTV Holdings LLC (500,000.00) Maturity 09/13/2013 (500,000.00) - 347625 LC -Project Fund -2 Senior Lien 62949LVC8 NYSE Euronext (3,100,000.00) Maturity 08/12/2013 (3,100,000.00) - 347625 LC -Project Fund -2 Senior Lien 62949LUA3 NYSE EURONEXT (4,000,000.00) Maturity 07/10/2013 (4,000,000.00) - 347625 LC -Project Fund -2 Senior Lien 01854VWQ5 AllianceBernstein L.P. (2,500,000.00) Maturity 09/24/2013 (2,500,000.00) - 347625 LC -Project Fund -2 Senior Lien 19122WW32 Coca-Cola Refreshments USA, Inc. (1,800,000.00) Maturity 09/03/2013 (1,800,000.00) - 347625 LC -Project Fund -2 Senior Lien 38102JV93 Golden Funding Corporation (1,490,000.00) Maturity 08/09/2013 (1,490,000.00) - 347625 LC -Project Fund -2 Senior Lien 03741NV87 Apache Corporation (3,500,000.00) Maturity 08/08/2013 (3,500,000.00) - 347625 LC -Project Fund -2 Senior Lien 20911LWK1 Consolidated Edison Company of New York, Inc. (3,500,000.00) Maturity 09/19/2013 (3,500,000.00) - 347625 LC -Project Fund -2 Senior Lien 0081U2UNO Aetna Inc. (3,500,000.00) Maturity 07/22/2013 (3,500,000.00) - 347625 LC -Project. Fund -2 Senior Lien 02000JU93 The Allstate Corporation (4,000,000.00) Maturity 07/09/2013 (4,000,000.00) - 219 Page 16 of 32 I• MOM Riverside (Dimly Tronspoitalion Commission STAMP Portfolio Transaction Report Quarter ending September 30, 2013 Source Account Account ' 'n "`-e VW Credit, Inc. 347625 347625 347625 347625 347625 347625 347625 347625 347625 347625 347625 347625 347625 347625 347625 347625 LC -Project Fund -2 Senior Lien 01854VWS1 AllianceBernstein L.P. (2,525,000.00) Maturity 09/26/2013 (2,525,000.00) 347625 LC -Project Fund -2 Senior Lien 01854VWG7 AllianceBernstein L.P. (3,500.000.00) Maturity 09/16/2013 (3,500.000.00) 347625 LC -Project Fund -2 Senior Lien 03741NWR4 Apache Corporation (3,500.000.00) Maturity 09/25/2013 (3,500.000.00) 347625 LC -Project Fund -2 Senior Lien 12800UAD2 CAISSE CENTRALE DESJARDN (2,000,000.00) Maturity 09/16/2013 (2,000,000.00) 347625 LC -Project Fund -2 Senior Lien 2925A2VW7 Enbridge Energy Partners, L.P. (6,000,000.00) Maturity 08/30/2013 (6,000,000.00) 347625 LC -Project Fund -2 Senior Lien 23336GUH2 DTE Electric Company (3,500,000.00) Maturity 07/17/2013 (3,500.000.00) 347625 LC -Project Fund -2 Senior Lien 65339MUN4 NextEra Energy Capital Holdings, inc (3,700,000.00) Maturity 07/22/2013 (3,700,000.00) 347625 LC -Project Fund -2 Senior Lien 65475LWA6 Nissan Motor Acceptance Corporation (2,500,000.00) Maturity 09/10/2013 (2,500,000.00) 347625 LC -Project Fund -2 Senior Lien 9497K2V90 WellPoint, Inc. (2,750,000.00) Maturity 08/09/2013 (2,750,000.00) 347625 LC -Project Fund -2 Senior Lien 01854VWD4 AllianceBernstein L.P. (2,375,000.00) Maturity 09/13/2013 (2,375,000.00) 347625 LC -Project Fund -2 Senior Lien 65339MWC6 Eastern Heating & Cooling, Inc. (2,835,000.00) Maturity 09/12/2013 (2,835,000.00) 347625 LC -Project Fund -2 Senior Lien 01854VWH5 AllianceBernstein L.P. (4,000,000.00) Maturity 09/17/2013 (4,000,000.00) 347625 LC -Project Fund -2 Senior Lien 57708LW95 Mattel, Inc. (1,300,000.00) Maturity 09/09/2013 (1,300,000.00) 347625 LC -Project Fund -2 Senior Lien 20911 LUJ6 Consolidated Edison Company of New York, Inc. (3,500,000.00) Maturity 07/18/2013 (3,500,000.00) 347625 LC -Project Fund -2 Senior Lien 65475LVW9 Nissan Motor Acceptance Corporation (6,600,000.00) Maturity 08/30/2013 (6,600,000.00) 347625 LC -Project Fund -2 Senior Lien 220027AF3 RETAIL PROPERTIES INC (5,000,000.00) Maturity 09/01/2013 (5,000,000.00) 347625 LC -Project Fund -2 Senior Lien 05531FAE3 BB&T CORPORATION (5,400,000.00) Maturity 09/25/2013 (5,400,000.00) 347625 LC -Project Fund -2 Senior Lien 27743JVM2 Eastman Chemical Company (4,000,000.00) Maturity 08/21/2013 (4,000,000.00) 347625 LC -Project Fund -2 Senior Lien 6323A0W61 Natixis (5,000,000.00) Maturity 09/06/2013 (5,000,000.00) 347625 LC -Project Fund -2 Senior Lien 0081U2VS8 Aetna Inc. (5,000,000.00) Maturity 08/26/2013 (5,000,000.00) 347625 LC -Project Fund -2 Senior Lien 49455AV50 Kinder Morgan Energy Partners, L.P. (3,500,000.00) Maturity 08/05/2013 (3,500,000.00) 347625 LC -Project Fund -2 Senior Lien 78355AVT8 Ryder System, Inc. (4,501,000.00) Maturity 08/27/2013 (4,501,000.00) 347625 LC -Project Fund -2 Senior Lien 01854VWK8 AllianceBernstein L.P. (4,000,000.00) Maturity 09/19/2013 (4,000,000.00) 347625 LC -Project Fund -2 Senior Lien 172967FG1 CITIGROUP INC (3,850,000.01) Maturity 08/13/2013 (3,850,000.00) 347625 LC -Project Fund -2 Senior Lien 57163TWQ8 Marriott lnternalional, Inc. (1,600,000.00) Maturity 09/24/2013 (1,600,000.00) 347625 LC -Project Fund -2 Senior Lien 05634BW46 Bacardi U.S.A., Inc. (1,000,000.00) Maturity 09/04/2013 (1,000,000.00) 347625 LC -Project Fund -2 Senior Lien 05634BW46 Bacardi U.S.A., Inc. (1,000,000.00) Maturity 09/04/2013 (1,000,000.00) 347625 LC -Project Fund -2 Senior Lien 6362P2VV5 National Grid USA Service Company, Inc. (6,000,000.00) Maturity 08/29/2013 (6,000,000.00) 347625 LC -Project Fund -2 Senior Lien 76720LWP3 Rio Tinto America Inc. (1,500,000.00) Maturity 09/23/2013 (1,500,000.00) 347625 LC -Project Fund -2 Senior Lien 06538BWD1 The Bank of Tokyo -Mitsubishi UFJ, Ltd. (5,000,000.00) Maturity 09/13/2013 (5,000,000.00) 347625 LC -Project Fund -2 Senior Lien 91842LVT8 VW Credit, Inc. (6,000,000.00) Maturity 08/27/2013 (6,000.000.00) 347625 LC -Project Fund -2 Senior Lien 01854VW44 AllianceBemstein L.P. (2,500,000.00) Maturity 09/04/2013 (2,500.000.00) 347625 LC -Project Fund -2 Senior Lien 42823JUV5 Hewlett-Packard Company (3,500,000.00) Maturity 07/29/2013 (3,500,000.00) 347625 LC -Project Fund -2 Senior Lien 27743JWDI Eastman Chemical Company (4,025,000.00) Maturity 09/13/2013 (4,025,000.00) 347625 LC -Project Fund -2 Senior Lien 65475LWR9 Nissan Motor Acceptance Corporation (3,400,000.00) Maturity 09/25/2013 (3,400,000.00) 347625 LC -Project Fund -2 Senior Lien 2925A2VM9 Enbridge Energy Partners, L.P. (3,500,000.00) Maturity 08/21/2013 (3,500,000.00) 347625 LC -Project Fund -2 Senior Lien 91842LW59 VW Credit, Inc. (3,500,000.00) Maturity 09/05/2013 (3,500,000.00) 347625 LC -Project Fund -2 Senior Lien 38141GDK7 GOLDMAN SACHS GROUP INC (5,000,000.00) Maturity 07/15/2013 (5,000,000.00) 347625 LC -Project Fund -2 Senior Lien 05635MUQ4 Bacardi Corporation (3,500,000.00) Maturity 07/24/2013 (3,500,000.00) 347625 LC -Project Fund -2 Senior Lien 65339MWS1 NEXTERA ENERGY CAPITAL HOLDINGS INC (3,500,000.00) Maturity 09/26/2013 (3,500,000.00) ,347625 LC -Project Fund -2 Senior Lien 62949LW60 NYSE Euronext (3,000,000.00) Maturity 09/06/2013 (3,000,000.00) LC -Project Fund -2 Senior Lien LC -Project Fund -2 Senior Lien LC -Project Fund -2 Senior Lien 025816AQ2 AMERICAN EXPRESS CO LC -Project Fund -2 Senior Lien 23336GVS7 DTE Electric Company LC -Project Fund -2 Senior Lien 05635MVE0 LC -Project Fund -2 Senior Lien 22532AW61 Credit Agricole North America, Inc. LC -Project Fund -2 Senior Lien 22541 LAH6 LC -Project Fund -2 Senior Lien 90261XGF3 UBS AG STAMFORD CT LC -Project Fund -2 Senior Lien 20911 LVT3 LC -Project Fund -2 Senior Lien 41805BW36 Hasbro, Inc. LC -Project Fund -2 Senior Lien 91842LUR3 VW Credit, Inc. LC -Project Fund -2 Senior Lien LC -Project Fund -2 Senior Lien LC -Project Fund -2 Senior Lien LC -Project Fund -2 Senior Lien 65339MW36 NextEra Energy Capital Holdings, Inc. (2.010,000.00) Maturity 09/03/2013 (2,010,000.00) 91842LWA8 91842LWA8 VW Credit, Inc. Base Net Total ;' a "C':'' P Transaction Type Final Maturity Base Principal Realized Gain (1,500,000.00) Maturity 09/10/2013 (3,900,000.00) Maturity 09/10/2013 (3,900,000.00) (5,000.000.00) Maturity (2,000,000.00) Maturity (5,000,000.00) Maturity (5,000.000.00) Maturity (6,300,000.00) Maturity (1,424,000.00) Maturity (3,800,000.00) Maturity (4,300,000.00) Maturity (3,500,000.00) Maturity 07/25/2013 (3,500,000.00) (3,500,000.00) Maturity (5,000,000.00) Maturity (3,500,000.00) Maturity 08/07/2013 (3,500,000.00) (1,500,000.00) Bacardi Corporation 07/15/2013 08/26/2013 (2,000,000.00) 08/14/2013 (5,000,000.00) 09/06/2013 (5,000,000.00) 08/15/2013 08/12/2013 08/27/2013 09/03/2013 CREDIT SUISSE USA INC Consolidated Edison Company of New York, Inc. 37331WW31 62949L V V6 57708LV70 Georgia-Pacific LLC NYSE Euronext Mattel, Inc. (5,000,000.00) (6,300,000.00) (1,424,000.00) (3,800,000.00) (4,300,000.00) 09/03/2013 (3,500,000.00) 08/29/2013 (5,000,000.00) (0.01) 220 Page 17 of 32 Riverside (only Tronspottalion Commission 1111111 MIN STAMP Portfolio Transaction Report Quarter ending September 30, 2013 Source Account Account Identifier Base Net Total a e • Transaction Type Final Maturity Base Principal Realized Gain 347625 347625 347625 347625 347625 347625 LC -Project Fund -2 Senior Lien LC -Project Fund -2 Senior Lien 01854V WJ1 LC -Project Fund -2 Senior Lien 01854VW51 LC -Project Fund -2 Senior Lien 62949LW52 NYSE Euronext LC -Project Fund -2 Senior Lien 01854VW69 LC -Project Fund -2 Senior Lien VW Credit, Inc. AllianceBemstein L.P. AllianceBemstein L.P. 91842LV50 AllianceBemstein L.P. 01854VW69 AllianceBemstein L.P. (3,500,000.00) Maturity (4,000,000.00) Maturity (3,700.000.00) Maturity (5,500,000.00) Maturity (1.200,000.00) Maturity (5,000.000.00) Maturity 08/05/2013 09/18/2013 09/05/2013 09/05/2013 (5,500,000.00) 09/06/2013 (1,200,000.00) 09/06/2013 (5,000,000.00) (3,500,000.00) (4,000,000.00) (3,700,000.00) (283,808.000.01) (283,808,000.00) (0.01) 347625 LC -Project Fund -2 Senior Lien 36162DAB5 GEEST 2011-2A A2 (535,652.99) Principal Paydown 06/23/2014 (535,340.71) (312.28) 347625 LC -Project Fund -2 Senior Lien 36162DAB5 GEEST 2011-2A A2 (700,740.81) Principal Paydown 06/23/2014 (700,268.73) (472.08) 347625 LC -Project Fund -2 Senior Lien 36162DAB5 GEEST 2011-2A A2 (585,676.90) Principal Paydown 06/23/2014 (585,123.46) (553.44) 347625 LC -Project Fund -2 Senior Lien 65475UAB8 NAROT 2012-A A2 (36,674.17) Principal Paydown 10/15/2014 (36,665.29) (8.88) 347625 LC -Project Fund -2 Senior Lien 65475UAB8 NAROT 2012-A A2 (34,900.23) Principal Paydown 10/15/2014 (34,893.93) (6.30) 347625 LC -Project Fund -2 Senior Lien 02582JFG0 AMXCA 2008-5 A (1,000.000.00) Principal Paydown 03/15/2016 (1,000,000.00) - 347625 LC -Project Fund -2 Senior Lien 06052YAB5 BAAT 2012-1 A2 (1,589,835.56) Principal Paydown 11/17/2014 (1,589,493.33) (342.23) 347625 LC -Project Fund -2 Senior Lien 06052YAB5 BAAT 2012-1 A2 (1,267,160.42) Principal Paydown 11/17/2014 (1,267,160.42) (0.00) 347625 LC -Project Fund -2 Senior Lien 161571CX0 CHAIT 2008-AIO A10 (2,300,000.00) Principal Paydown 08/17/2015 (2,300,000.00) (0.00) 347625 LC -Project Fund -2 Senior Lien 16151 RCR2 CHAMT 2003-4 A (1,500,000.00) Principal Paydown 01/15/2016 (1,500,000.00) 0.00 347625 LC -Project Fund -2 Senior Lien 89236PAB9 TAOT 2012-A A2 (30,840.92) Principal Paydown 10/15/2014 (30,832.45) (8.47) 347625 LC -Project Fund -2 Senior Lien 89236PAB9 TAOT 2012-A A2 (28,757.48) Principal Paydown 10/15/2014 (28,751.63) (5.85) 347625 LC -Project Fund -2 Senior Lien 65475NAD0 NALT 2011-B A3 (94,457.60) Principal Paydown 02/16/2015 (94,397.20) (60.40) 347625 LC -Project Fund -2 Senior Lien 65475NAD0 NALT 2011-B A3 (89,467.04) Principal Paydown 02/16/2015 (89,399.42) (67.62) 347625 LC -Project Fund -2 Senior Lien 43813TAC7 HAROT 2011-1 A3 (69,169.51) Principal Paydown 10/15/2014 (69,110.04) (59.47) 347625 LC -Project Fund -2 Senior Lien 43813TAC7 HAROT 2011-1 A3 (66,048.45) Principal Paydown 10/15/2014 (66,008.16) (40.29) (9,929,382.08) (9,927,444.77) (1,937.31) 347625 LC -Project Fund -2 Senior Lien 617470715 MORGAN STANLEY LIQ PRIME -IN (549,143.56) Sell 09/30/2013 (549,143.56) 347625 LC -Project Fund -2 Senior Lien 61747C715 MORGAN STANLEY LIQ PRIME -IN (463,928.46) Sell 09/30/2013 (463,928.46) 347625 LC -Project Fund -2 Senior Lien 617470715 MORGAN STANLEY LIQ PRIME -IN (6,272,328.87) Sell 09/30/2013 (6,272,328.87) 347625 LC -Project Fund -2 Senior Lien 61747C715 MORGAN STANLEY LIQ PRIME -IN (2,971,941.00) Sell 09/30/2013. (2,971,941.00) 347625 LC -Project Fund -2 Senior Lien 61747C715 MORGAN STANLEY LIQ PRIME -IN (1,658,971.27) Sell 09/30/2013 (1,658,971.27) 347625 LC -Project Fund -2 Senior Lien 61747C715 MORGAN STANLEY LIQ PRIME -IN (29,346,039.73) Sell 09/30/2013 (29,346,039.73) 347625 LC -Project Fund -2 Senior Lien 61747C715 MORGAN STANLEY LIQ PRIME -IN (9,029,667.21) Sell 09/30/2013 (9,029,667.21) 347625 LC -Project Fund -2 Senior Lien 61747C715 MORGAN STANLEY LIQ PRIME -IN (99,381.37) Sell 09/30/2013 (99,381.37) 347625 LC -Project Fund -2 Senior Lien 61747C715 MORGAN STANLEY LIQ PRIME -[N (21,774,157.84) Sell 09/30/2013 (21,774,157.84) 347625 LC -Project Fund -2 Senior Lien 61747C715 MORGAN STANLEY LIQ PRIME -IN (7,009,615.60) Sell 09/30/2013 (7,009,615.60) 347625 LC -Project Fund -2 Senior Lien 61747C715 MORGAN STANLEY LIQ PRIME -IN (1,597,842.54) Sell 09/30/2013 (1,597,842.54) 347625 LC -Project Fund -2 Senior Lien 61747C715 MORGAN STANLEY LIQ PRIME -IN (4,999,795.85) Sell 09/30/2013 (4,999,795.85) 347625 LC -Project Fund -2 Senior Lien 61747C715 MORGAN STANLEY LIQ PRIME -IN (14,123,912.72) Sell 09/30/2013 (14,123,912.72) 347625 LC -Project Fund -2 Senior Lien 61747C715 MORGAN STANLEY LIQ PRIME -IN (2,424,041.22) Sell 09/30/2013 (2,424,041.22) 347625 LC -Project Fund -2 Senior Lien 61747C715 MORGAN STANLEY LIQ PRIME -IN (2,398,074.94) Sell 09/30/2013 (2,398,074.94) 347625 LC -Project Fund -2 Senior Lien 61747C715 MORGAN STANLEY LIQ PRIME -IN (1,498,972.42) Sell 09/30/2013 (1,498,972.42) 347625 LC -Project Fund -2 Senior Lien 61747C715 MORGAN STANLEY LIQ PRIME -IN (2,499,865.69) Sell 09/30/2013 (2,499,865.69) 347625 LC -Project Fund -2 Senior Lien 61747C715 MORGAN STANLEY LIQ PRJME-IN (13,537,896.30) Sell 09/30/2013 (13,537,896.30) 347625 LC -Project Fund -2 Senior Lien 61747C715 MORGAN STANLEY LIQ PRIME -IN (10,498,523.18) Sell 09/30/2013 (10,498,523.18) 347625 LC -Project Fund -2 Senior Lien 61747C715 MORGAN STANLEY LIQ PRIME -IN (26,722,627.81) Sell 09/30/2013 (26,722,627.81) 347625 LC -Project Fund -2 Senior Lien 61747C715 MORGAN STANLEY LIQ PRIME -IN (7,999,772.24) Sell 09/30/2013 (7,999,772.24) 347625 LC -Project Fund -2 Senior Lien 61747C715 MORGAN STANLEY LIQ PRIME -IN (11,794,281.86) Sell 09/30/2013 (11,794,281.86) 347625 LC -Project Fund -2 Senior Lien 61747C715 MORGAN STANLEY LIQ PRIME -IN (11,230,310.95) Sell 09/30/2013 (11,230,310.95) 347625 LC -Project Fund -2 Senior Lien 61747C715 MORGAN STANLEY LIQ PRIME -IN (22,013,626.00) Sell 09/30/2013 (22,013,626.00) 347625 LC -Project Fund -2 Senior Lien 61747C715 MORGAN STANLEY LIQ PRIME -IN (8,173,181.40) Sell 09/30/2013 (8,173,181.40) 347625 LC -Project Fund -2 Senior Lien 61747C715 MORGAN STANLEY LIQ PRIME -IN (7,274, 375.95) Sell 09/30/2013. (7,274,375.95) (227,962,275.98) (227,962,275.98) Subtotal -347625 LC -Project Fund -2 Senior Lien 112,554,970.76 112,556,908.07 (1,937.31) 347628 LC-PF-2 Sales Tax Revenue Bond 61747C715 MORGAN STANLEY LIQ PRIME -IN 347628 LC-PF-2 Sales Tax Revenue Bond 38141EA33 GOLDMAN SACHS GROUP INC 332,701,732.98 Buy 5,208,235.00 Buy 09/30/2013 332,701,732.98 05/01/2014 5,208,235.00 221 Page 18 of 32 STAMP Portfolio Transaction Report Quarter ending September 30, 2013 Riverside County Tronspoltalion Commission Min IINM Source Account Account Identifier "at'e Transaction Type Final Maturity Base Principal Base Net Total Realized Gain 347628 347628 347628 347628 347628 LC-PF-2 Sales Tax Revenue Bond LC-PF-2 Sales Tax Revenue Bond 929903A31 1248C2X76 WACHOVIA CORP CBS Corporation 4,091,336.21 Buy 08/01/2014 4,091,336.21 - 9,998,133.30 Buy 10/07/2013 9,998,133.30 - LC-PF-2 Sales Tax Revenue Bond 23336GVS7 DTE Electric Company 4,999,663.90 Buy 08/26/2013 4,999,663.90 - LC-PF-2 Sales Tax Revenue Bond 0081U2UN0 Aetna Inc. 9,999,066.70 Buy 07/22/2013 9,999,066.70 - LC-PF-2 Sales Tax Revenue Bond 00287BUG2 AbbVie Inc. 9,999,555.60 Buy 07/16/2013 9,999,555.60 347628 LC-PF-2 Sales Tax Revenue Bond 69430LV W5 Pacific Gas and Electric Company 6,499,431.25 Buy 08/30/2013 6,499,431.25 - 347628 LC-PF-2 Sales Tax Revenue Bond 2524H4UF5 Diageo Capital PLC 9,999,533.30 Buy 07/15/2013 9,999,533.30 - 347628 LC-PF-2 Sales Tax Revenue Bond 78387GAP8 AT&T INC 6,842,273.04 Buy 09/15/2014 6,842,273.04 - 347628 LC-PF-2 Sales Tax Revenue Bond 01854V W93 AllianceBernstein L.P. 10,999,871.66 Buy 09/09/2013 10,999,871.66 - 347628 LC-PF-2 Sales Tax Revenue Bond 74432QAE5 PRUDENTIAL FINANCIAL INC 2,820,407.44 Buy 09/20/2014 2,820,407.44 - 347628 LC-PF-2 Sales Tax Revenue Bond 41805BXV3 Hasbro, Inc. 299,933.33 Buy 10/29/2013 299,933.33 - 347628 LC-PF-2 Sales Tax Revenue Bond 928670AD0 VOLKSWAGEN INTL FIN NV 4,722,117.20 Buy 04/01/2014 4,722,117.20 - 347628. LC-PF-2 Sales Tax Revenue Bond 62949LUA3 NYSE EURONEXT 9,999,652.80 Buy 07/10/2013 9,999,652.80. - 347628 LC-PF-2 Sales Tax Revenue Bond 88166DAA4 TEVA PHARM FIN III 5,042,400.00 Buy 03/21/2014 5,042,400.00 - 347628 LC-PF-2 Sales Tax Revenue Bond 92343VBA1 VERIZON COMMUNICATIONS 13,974,926.58 Buy 03/28/2014 13,974,926.58 - 347628 LC-PF-2 Sales Tax Revenue Bond 91842LWA8 VW Credit, Inc. 4,499,895.00 Buy 09/10/2013 4,499,895.00 - 347628 LC-PF-2 Sales Tax Revenue Bond 00279VCA1 ABBEY NATL TREASURY SERV 3,105,090.00 Buy 11/10/2014 3,105,090.00 - 347628 LC-PF-2 Sales Tax Revenue Bond 03741NV87 Apache Corporation 9,999,377.80 Buy 08/08/2013 9,999,377.80 - 347628 LC-PF-2 Sales Tax Revenue Bond 370334BL7 GENERAL MILLS INC 5,868,888.00 Buy 05/16/2014 5,868,888.00 - 347628 LC-PF-2 Sales Tax Revenue Bond 02000J1J93 The Allstate Corporation 9,999,777.80 Buy 07/09/2013 9,999,777.80 - 347628 LC-PF-2 Sales Tax Revenue Bond 61747C715 MORGAN STANLEY LIQ PRIME -IN 186,104.38 Buy 09/30/2013 186,104.38 - 347628 LC-PF-2 Sales Tax Revenue Bond 61747C715 MORGAN STANLEY LIQ PRIME -IN 15,525.23 Buy 09/30/2013 15,525.23 - 347628 LC-PF-2 Sales Tax Revenue Bond 61747C715 MORGAN STANLEY LIQ PRIME -IN 68,493.00 Buy 09/30/2013 68,493.00 - 347628 LC-PF-2 Sales Tax Revenue Bond 61747C715 MORGAN STANLEY LIQ PRIME -IN 143,778.11 Buy 09/30/2013 143,778.11 - 347628 LC-PF-2 Sales Tax Revenue Bond 277433WD1 Eastman Chemical Company 10,973,765.31 Buy 09/13/2013 10,973,765.31 - 347628 LC-PF-2 Sales Tax Revenue Bond 233851AG9 DAIMLER FINANCE NA LLC 1,011,874.00 Buy 09/15/2014 1,011,874.00 - 347628 LC-PF-2 Sales Tax Revenue Bond 233851AG9 DAIMLER FINANCE NA LLC 1,416,427.60 Buy 09/15/2014 1,416,427.60 - 347628 347628 347628 LC-PF-2 Sales Tax Revenue Bond 61747C715 MORGAN STANLEY LIQ PRIME -IN 3,861,639.89 Buy 09/30/2013 3,861,639.89 - LC-PF-2 Sales Tax Revenue Bond 61747C715 MORGAN STANLEY LIQ PRIME -IN 7,169,835.00 Buy 09/30/2013 7,169,835.00 LC-PF-2 Sales Tax Revenue Bond 61747C715 MORGAN STANLEY LIQ PRIME -IN 20,114,525.91 Buy 09/30/2013 20,114,525.91 - 347628 LC-PF-2 Sales Tax Revenue Bond 61747C715 MORGAN STANLEY LIQ PRIME -IN 3,630,470.65 Buy 09/30/2013 3,630,470.65 - 347628 LC-PF-2 Sales Tax Revenue Bond 61747C715 MORGAN STANLEY LIQ PRIME -IN 9,869,766.96 Buy 09/30/2013 9,869,766.96 - 347628 LC-PF-2 Sales Tax Revenue Bond 61747C715 MORGAN STANLEY LIQ PRIME -IN 103,122.41 Buy 09/30/2013 103,122.41 - 347628 LC-PF-2 Sales Tax Revenue Bond 581557AW5 MCKESSON CORP 4,736,131.50 Buy 02/15/2014 4,736,131.50 - 347628 LC-PF-2 Sales Tax Revenue Bond 61747C715 MORGAN STANLEY LIQ PRIME -IN 5,296.06 Buy 09/30/2013 5,296.06 - 347628 LC-PF-2 Sales Tax Revenue Bond 61747C715 MORGAN STANLEY LIQ PRIME -IN 96,187.50 Buy 09/30/2013 96,187.50 - 347628 LC-PF-2 Sales Tax Revenue Bond 61747C715 MORGAN STANLEY LIQ PRIME -IN 10,000,000.00 Buy 09/30/2013 10,000,000.00 - 347628 LC-PF-2 Sales Tax Revenue Bond 61747C715 MORGAN STANLEY LIQ PRIME -IN 2,349.99 Buy 09/30/2013 2,349.99 - 347628 LC-PF-2 Sales Tax Revenue Bond 61747C715 MORGAN STANLEY LIQ PRIME -IN 1,329,479.23 Buy 09/30/2013 1,329,479.23 - 347628 LC-PF-2 Sales Tax Revenue Bond 36962GK86 GENERAL ELEC CAP CORP 5,243,950.00 Buy 09/15/2014 5,243,950.00 - 347628 LC-PF-2 Sales Tax Revenue Bond 61747C715 MORGAN STANLEY LIQ PRIME -IN 8,141,452.07 Buy 09/30/2013 8,141,452.07 - 347628 LC-PF-2 Sales Tax Revenue Bond 61747C715 MORGAN STANLEY LIQ PRIME -IN 15,400,095.85 Buy 09/30/2013 15,400,095.85 - 347628 LC-PF-2 Sales Tax Revenue Bond 61747C715 MORGAN STANLEY LIQ PRIME -IN 500,390.81 Buy 09/30/2013 500,390.81 - 347628 LC-PF-2 Sales Tax Revenue Bond 61747C715 MORGAN STANLEY LIQ PRIME -IN 11,203.27 Buy 09/30/2013 11,203.27 - 347628 LC-PF-2 Sales Tax Revenue Bond 61747C715 MORGAN STANLEY LIQ PRIME -IN 7,915,432.29 Buy 09/30/2013 7,915,432.29 - 347628 LC-PF-2 Sales Tax Revenue Bond 61747C715 MORGAN STANLEY LIQ PRIME -IN 8,500,038.90 Buy 09/30/2013 8,500,038.90 - 347628 LC-PF-2 Sales Tax Revenue Bond 61747C715 MORGAN STANLEY LIQ PRIME -IN 20,153,796.80 Buy 09/30/2013 20,153,796.80 - 347628 LC-PF-2 Sales Tax Revenue Bond 61747C715 MORGAN STANLEY LIQ PRIME -IN 979,700.00 Buy 09/30/2013 979,700.00 - 347628 LC-PF-2 Sales Tax Revenue Bond 37331WW31 Georgia-Pacific LLC 9,997,827.80 Buy 09/03/2013 9,997,827.80 - 347628 LC-PF-2 Sales Tax Revenue Bond 20911LVT3 Consolidated Edison Company of New York, Inc. 10,399,653.37 Buy 08/27/2013 10,399,653.37 - 347628 LC-PF-2 Sales Tax Revenue Bond 55314MAC0 MMAF 2011 -AA A3 5,527,680.55 Buy 09/15/2015 5,527,680.55 - 347628 LC-PF-2 Sales Tax Revenue Bond 91842LUR3 VW Credit, Inc. 9,998,677.80 Buy 07/25/2013 9,998,677.80 - 347628 LC-PF-2 Sales Tax Revenue Bond 65475UAB8 NAROT 2012-A A2 730,817.19 Buy 10/15/2014 730,817.19 - 347628 LC-PF-2 Sales Tax Revenue Bond 3133XCQE6 FHLB SD -2015 1 215,386.80 Buy 07/28/2015 215,386.80 - 347628 LC-PF-2 Sales Tax Revenue Bond 27805AXF9 Eaton Corporation 9,997,472.20 Buy 10/15/2013 9,997,472.20 - 347628 LC-PF-2 Sales Tax Revenue Bond 05522RAY4 BACCT 2007-B3 B3 3,092,492.19 Buy 08/15/2016 3,092,492.19 - 222 Page 19 of 32 I• MOM Riverside (ounly Tronsportolion (omMission STAMP Portfolio Transaction Report Quarter ending September 30, 2013 Source Account Account Identifier - .-e °!� ,Ie' Transaction Type Final Maturity Base Principal Base Net Total Realized Gain 347628 347628 LC-PF-2 Sales Tax Revenue Bond LC-PF-2 Sales Tax Revenue Bond 0258M0CZ0 AMER EXPRESS CREDIT CU 6,430,200.00 Buy 08/25/2014 6,430,200.00 - 29250NAC9 ENBRIDGE INC 5,234,800.00 Buy 06/15/2014 5,234,800.00 - 347628 LC-PF-2 Sales Tax Revenue Bond 47787RAB6 JDOT 2012-B A2 122,496.32 Buy 02/17/2015 122,496.32 - 347628 LC-PF-2 Sales Tax Revenue Bond 59156RAW8 METLIFE INC 8,184,969.00 Buy 02/06/2014 8,184,969.00 - 347628 LC-PF-2 Sales Tax Revenue Bond 36162RAC2 GEEST 2012-1A A3 6,018,984.38 Buy 09/21/2015 6,018,984.38 - 347628 LC-PF-2 Sales Tax Revenue Bond 64468EAZ3 NH BUS TXB-SER B 3,200,000.00 Buy 11/01/2020 3,200,000.00 - 347628 LC-PF-2 Sales Tax Revenue Bond 42823JXW0 Hewlett-Packard Company 9,995,300.00 Buy 10/30/2013 9,995,300.00 - 347628 LC-PF-2 Sales Tax Revenue Bond 05531FAA1 BB&T CORPORATION 7,764,144.20 Buy 04/30/2014 7,764,144.20 - 347628 LC-PF-2 Sales Tax Revenue Bond 40428EJQ3 HSBC BANK USA 770,782.50 Buy 04/01/2014 770,782.50 - 347628 LC-PF-2 Sales Tax Revenue Bond 40428EJQ3 HSBC BANK USA 12,379,983.28 Buy 04/01/2014 12,379,983.28 - 347628 LC-PF-2 Sales Tax Revenue Bond 40428EJQ3 HSBC BANK USA 720,464.67 Buy 04/01/2014 720,464.67 - 347628 LC-PF-2 Sales Tax Revenue Bond 36159JBT7 GEMNT 2009-4 A 5,209,179.69 Buy 11/15/2017 5,209,179.69 - 347628 LC-PF-2 Sales Tax Revenue Bond 161571DA9 CHAIT 2008-A11 All 7,666,610.58 Buy 07/15/2015 7,666,610.58 - 347628 LC-PF-2 Sales Tax Revenue Bond 0020A2XM9 AT&T Inc. 9,997,380.55 Buy 10/21/2013 9,997,380.55 - 347628 LC-PF-2 Sales Tax Revenue Bond 46625HHN3 JPMORGAN CHASE & CO 6,214,500.00 Buy 06/01/2014 6,214,500.00 - 347628 LC-PF-2 Sales Tax Revenue Bond 43814AAC7 HAROT 2011-2 A3 130,195.69 Buy 03/18/2015 130,195.69 - 347628 LC-PF-2 Sales Tax Revenue Bond 2925A2VW7 Enbridge Energy Partners, L.P. 4,999,904.15 Buy 08/30/2013 4,999,904.15 - 347628 LC-PF-2 Sales Tax Revenue Bond 713448BK3 PEPSICO INC 8,166,960.00 Buy 03/01/2014 8,166,960.00 - 347628 347628 LC-PF-2 Sales Tax Revenue Bond 57163TWS4 Marriott International, Inc. CATERPILLAR FINANCIAL SE 9,994,750.00 Buy 09/26/2013 9,994,750.00 - LC-PF-2 Sales Tax Revenue Bond I4912L4V0 6,501,071.50 Buy 05/20/2014 6,501,071.50 - 347628 347628 347628 LC-PF-2 Sales Tax Revenue Bond 31395MLT4 FHR 2930 AN 524,189.89 Buy 06/15/2019 524,189.89 - LC-PF-2 Sales Tax Revenue Bond 65339MWC6 Eastern Heating & Cooling, Inc. 8,374,651.01 Buy 09/12/2013 8,374,651.01 - LC-PF-2 Sales Tax Revenue Bond 65339MV78 NextEra Energy Capital Holdings, Inc. 999,909.72 Buy 08/07/2013 999,909.72 - 347628 LC-PF-2 Sales Tax Revenue Bond 43812XAB1 HAROT 2013-3 A2 5,999,910.60 Buy 01/15/2016 5,999,910.60 - 347628 LC-PF-2 Sales Tax Revenue Bond 23336GUH2 DTE Electric Company 9,999,350.00 Buy 07/17/2013 9,999,350.00 - 347628 LC-PF-2 Sales Tax Revenue Bond 62949LW52 NYSE Euronext 8,499,619.88 Buy 09/05/2013 8,499,619.88 - 347628 347628 LC-PF-2 Sales Tax Revenue Bond 65339MUN4 NextEra Energy Capital Holdings, Inc. 9,998,911.10 Buy 07/22/2013 9,998,911.10 - LC-PF-2 Sales Tax Revenue Bond 25490CX36 DIRECTV Holdings LLC 999,416.67 Buy 10/03/2013 999,416.67 - 347628 347628 LC-PF-2 Sales Tax Revenue Bond 65475LWA6 Nissan Motor Acceptance Corporation 1,999,138.34 Buy 09/10/2013 1,999,138.34 - LC-PF-2 Sales Tax Revenue Bond 20911LUJ6 Consolidated Edison Company of New York, Inc. 9,999,277.80 Buy 07/18/2013 9,999,277.80 - 347628 LC-PF-2 Sales Tax Revenue Bond 60920VY63 Mondelez International Inc 5,498,183.46 Buy 11/06/2013 5,498,183.46 - 347628 LC-PF-2 Sales Tax Revenue Bond 61747WAD1 MORGAN STANLEY 9,164,146.60 Buy 01/24/2014 9,164,146.60 - 347628 LC-PF-2 Sales Tax Revenue Bond 220027AF3 RETAIL PROPERTIES INC 6,055,440.00 Buy 09/01/2013 6,055,440.00 - 347628 LC-PF-2 Sales Tax Revenue Bond 44890MXA5 Hyundai Capital America 4,998,911.10 Buy 10/10/2013 4,998,911.10 - - - 347628 LC-PF-2 Sales Tax Revenue Bond 94974BET3 WELLS FARGO & COMPANY 3,628,730.00 Buy 10/01/2014 3,628,730.00 347628 LC-PF-2 Sales Tax Revenue Bond 002799AK0 ABBEY NATL TREASURY SERV 5,088,500.00 Buy 04/25/2014 5,088,500.00 347628 LC-PF-2 Sales Tax Revenue Bond 15103GVS4 Celgene Corporation 999,760.00 Buy 08/26/2013 999,760.00 - 347628 LC-PF-2 Sales Tax Revenue Bond 17308BAN8 COMNI 2009-A17 A17 5,274,609.38 Buy 11/15/2018 5,274,609.38 - 347628 LC-PF-2 Sales Tax Revenue Bond 55314QAC1 MMAF 2012 -AA A3 3,008,085.94 Buy 08/10/2016 3,008,085.94 - 347628 LC-PF-2 Sales Tax Revenue Bond 78355AVT8 Ryder System, Inc. 9,998,275.00 Buy 08/27/2013 9,998,275.00 - 347628 LC-PF-2 Sales Tax Revenue Bond 02582JFY1 AMXCA 2011-1B 1,001,796.88 Buy 04/17/2017 1,001,796.88 - 347628 LC-PF-2 Sales Tax Revenue Bond 693476BK8 PNC FUNDING CORP 5,074,916.70 Buy 05/19/2014 5,074,916.70 - 347628 LC-PF-2 Sales Tax Revenue Bond 38141GCM4 GOLDMAN SACHS GROUP INC 2,116,560.00 Buy 11/15/2014 2,116,560.00 - 347628 LC-PF-2 Sales Tax Revenue Bond 43813XAB0 HAROT 2012-3 A2 1,460,131.27 Buy 12/15/2014 1,460,131.27 - 347628 LC-PF-2 Sales Tax Revenue Bond 43813TAD5 HAROT 2011-1 A4 4,010,857.50 Buy 04/17/2017 4,010,857.50 - 347628 LC-PF-2 Sales Tax Revenue Bond 6362P2VV5 National Grid USA Service Company, Inc. 6,299,868.77 Buy 08/29/2013 6,299,868.77 - 347628 LC-PF-2 Sales Tax Revenue Bond 91842LWA8 VW Credit,Inc. 10,624,291.63 Buy 09/10/2013 10,624,291.63. - 347628 LC-PF-2 Sales Tax Revenue Bond 36962G4G6 GENERAL ELEC CAP CORP 3,118,200.00 Buy 11/14/2014 3,118,200.00 - 347628 LC-PF-2 Sales Tax Revenue Bond 2925A2VM9 Enbridge Energy Partners, L.P. 9,998,250.00 Buy 08/21/2013 9,998,250.00 - 347628 LC-PF-2 Sales Tax Revenue Bond 01854VW44 AllianceBemstein L.P. 8,299,967.71 Buy 09/04/2013 8,299,967.71 - 347628 LC-PF-2 Sales Tax Revenue Bond 65475LWR9 Nissan Motor Acceptance Corporation 9,998,844.40 Buy 09/25/2013 9,998,844.40 - 347628 LC-PF-2 Sales Tax Revenue Bond 42823JUV5 Hewlett-Packard Company 9,998,133.30 Buy 07/29/2013 9,998,133.30 - 347628 LC-PF-2 Sales Tax Revenue Bond 36159JCS8 GEMNT 2012-1 A 592,489.06 Buy 01/15/2018 592,489.06 - 347628 LC-PF-2 Sales Tax Revenue Bond 361593C58 GEMNT 2012-1 A 1,712,192.97 Buy 01/15/2018 1,712,192.97 - 347628 LC-PF-2 Sales Tax Revenue Bond 36162RAB4 GEEST 2012-1AA2 983,109.08 Buy 11/21/2014 983,109.08 - 1347628 LC-PF-2 Sales Tax Revenue Bond 19648CAC5 CO HSG & FIN-B-TXBL 9,880,633.50 Buy 05/15/2014 9,880,633.50 - 223 Page 20 of 32 Riverside (ounly Tronspoltolion Commission MIN NOM STAMP Portfolio Transaction Report Quarter ending September 30, 2013 Transaction T u e Final Maturity Base Princi al Base Net Total Realized Gain 3 3 3 3 3 3 3 13 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 7628 7628 LC-PF-2 Sales Tax Revenue Bond 36162RAB4 GEEST 2012-1A A2 350,636.75 Buy 11/21/2014 350,636.75 - LC-PF-2 Sales Tax Revenue Bond 313953S72 FHR 2890 KB 299,988.38 Buy 02/15/2019 299,988.38 - 7628 LC-PF-2 Sales Tax Revenue Bond 020002AR2 ALLSTATE CORP 6,141,957.10 Buy 08/15/2014 6,141,957.10 - 7628 LC-PF-2 Sales Tax Revenue Bond 842587CE5 SOUTHERN CO 2,160,648.00 Buy 05/15/2014 2,160,648.00 - 7628 LC-PF-2 Sales Tax Revenue Bond 59156RAF11 METLIFE INC 2,181,269.79 Buy 06/15/2014 2,181,269.79 - 7628 LC-PF-2 Sales Tax Revenue Bond 65339MWS 1 NEXTERA ENERGY CAPITAL HOLDINGS INC 3,999,595.56 Buy 09/26/2013 3,999,595.56 - 7628 LC-PF-2 Sales Tax Revenue Bond 05635MUQ4 Bacardi Corporation 9,498,817.82 Buy 07/24/2013 9,498,817.82 - 7628 LC-PF-2 Sales Tax Revenue Bond 172967CK5 CITIGROUP INC 3,333,232.80 Buy 05/05/2014 3,333,232.80 - 7628 LC-PF-2 Sales Tax Revenue Bond 17308BAL2 COMM 2009-A13 A13 1,668,941.02 Buy 08/15/2018 1,668,941.02 - 7628 7628 7628 LC-PF-2 Sales Tax Revenue Bond 407288YD5 HAMILTON SWR-B-REF 6,645,000.00 Buy 12/01/2015 6,645,000.00 - LC-PF-2 Sales Tax Revenue Bond 9497K2X110 WellPoint, Inc. 4,996,500.00 Buy 10/17/2013 4,996,500.00 - LC-PF-2 Sales Tax Revenue Bond 17308BAL2 COMNI 2009-A13 Al3 2,888,789.06 Buy 08/15/2018 2,888,789.06 - 7628 7628 LC-PF-2 Sales Tax Revenue Bond 22546QAA5 CREDIT SUISSE NEW YORK 9,360,720.00 Buy 05/01/2014 9,360,720.00. - LC-PF-2 Sales Tax Revenue Bond 05565QBL1 BP CAPITAL MARKETS PLC 7,232,313.00 Buy 05/08/2014 7,232,313.00 - 7628 LC-PF-2 Sales Tax Revenue Bond 01854VW51 AllianceBernstein L.P. 9,999,961.10 Buy 09/05/2013 9,999,961.10 - 7628 LC-PF-2 Sales Tax Revenue Bond 67021CAB3 NSTAR ELECTRIC CO 8,161,332.00 Buy 04/15/2014 8,161,332.00 - 7628 LC-PF-2 Sales Tax Revenue Bond 62949LW60 01854VW69 01854VW69 NYSE Euronext 4,999,795.85 Buy 09/06/2013 4,999,795.85 9,999,961.10 5,999,813.34 - 7628 LC-PF-2 Sales Tax Revenue Bond AllianceBernstein L.P. AllianceBernstein L.P. 9,999,961.10 Buy 09/06/2013 - 7628 7628 LC-PF-2 Sales Tax Revenue Bond 5,999,813.34 Buy 09/06/2013 - LC-PF-2 Sales Tax Revenue Bond 59217GAE9 MET LIFE GLOB FUNDING 1 1,742,957.70 Buy 01/10/2014 1,742,957.70 - 1,090,856,305.65 1,090,856,305.65 - 7628 LC-PF-2 Sales Tax Revenue Bond 713448BK3 PEPSICO INC (8,137,276.57) Call Redemption 03/01/2014 (8,138,560.00) 1,283.43 (8,137,276.57) (8,138,560.00) 1,283.43 7628 LC-PF-2 Sales Tax Revenue Bond 23336GVS7 DTE Electric. Company (5,000,000.00) Maturity 08/26/2013 (5,000,000.00) - 7628 LC-PF-2 Sales Tax Revenue Bond 00287BUG2 AbbVie Inc. (10,000,000.00) Maturity 07/16/2013 (10,000,000.00) - 7628 LC-PF-2 Sales Tax Revenue Bond 69430LVW5 Pacific Gas and Electric Company (6,500,000.00) Maturity 08/30/2013 (6,500,000.00) - 7628 LC-PF-2 Sales Tax Revenue Bond 0081U2UNO Aetna Inc. (10,000,000.00) Maturity 07/22/2013 (10,000,000.00) - 7628 LC-PF-2 Sales Tax Revenue Bond 2524H4UF5 Diageo Capital PLC (10,000,000.00) Maturity 07/15/2013 (10,000,000.00) - 7628 LC-PF-2 Sales Tax Revenue Bond 01854VW93 AllianceBemsteinL.P. (11,000,000.00) Maturity 09/09/2013 (11,000,000.00) - 7628 LC-PF-2 Sales Tax Revenue Bond 62949LUA3 NYSE EURONEXT (10,000,000.00) Maturity 07/10/2013 (10,000,000.00) - 7628 LC-PF-2 Sales Tax Revenue Bond 91842LWA8 VW Credit, Inc. (4,500,000.00) Maturity 09/10/2013 (4,500,000.00) - 7628 LC-PF-2 Sales Tax Revenue Bond 91842LWA8 VW Credit, Inc. (10,625,000.00) Maturity 09/10/2013 (10,625,000.00) - 7628 LC-PF-2 Sales Tax Revenue Bond 03741NV87 Apache Corporation (10,000,000.00) Maturity 08/08/2013 (10,000,000.00) - 7628 LC-PF-2 Sales Tax Revenue Bond 020003U93 The Allstate Corporation (10,000,000.00) Maturity 07/09/2013 (10,000,000.00) - 7628 LC-PF-2 Sales Tax Revenue Bond 27743JWDI Eastman Chemical Company (10,975,000.00) Maturity 09/13/2013 (10,975,000.00) - 7628 LC-PF-2 Sales Tax Revenue Bond 20911 LVT3 Consolidated Edison Company of New York, Inc. (10,400,000.00) Maturity 08/27/2013 (10,400,000.00) - 7628 LC-PF-2 Sales Tax Revenue Bond 91842LUR3 VW Credit, Inc. (10,000,000.00) Maturity 07/25/2013 (10,000,000.00) - 7628 LC-PF-2 Sales Tax Revenue Bond 37331WW31 Georgia-Pacific LLC (10,000,000.00) Maturity 09/03/2013 (10,000,000.00) - 7628 LC-PF-2 Sales Tax Revenue Bond 2925A2VW7 Enbridge Energy Partners, L.P. (5,000,000.00) Maturity 08/30/2013 (5,000.000.00) 7628 LC-PF-2 Sales Tax Revenue Bond 57163TWS4 Marriott International, Inc. (1,000,000.00) Maturity 09/26/2013 (1,000,000.00) - 7628 LC-PF-2 Sales Tax Revenue Bond 65339MWC6 Eastern Heating & Cooling, Inc. (8,375,000.00) Maturity 09/12/2013 (8,375,000.00) - 7628 LC-PF-2 Sales Tax Revenue Bond 65339MV78 NextEra Energy Capital Holdings, Inc. (1,000,000.00) Maturity 08/07/2013 (1,000,000.00) - 7628 LC-PF-2 Sales Tax Revenue Bond 23336GUH2 DTE Electric Company (10,000,000.00) Maturity 07/17/2013 (10,000,000.00) - 7628 LC-PF-2 Sales Tax Revenue Bond 65339MUN4 NextEra Energy Capital Holdings, Inc. (10,000,000.00) Maturity 07/22/2013 (10,000,000.00) - 7628 LC-PF-2 Sales Tax Revenue Bond. 20911LUJ6 Consolidated Edison Company of New York, Inc. (10,000,000.00) Maturity 07/18/2013 (10,000,000.00) - 7628 LC-PF-2 Sales Tax Revenue Bond 65475LWA6 Nissan Motor Acceptance Corporation (2,000,000.00). Maturity 09/10/2013 (2,000,000.00) - 7628 LC-PF-2 Sales Tax Revenue Bond 220027AF3 RETAIL PROPERTIES INC (6,000,000.00) Maturity 09/01/2013 (6,000,000.00) - 7628 LC-PF-2 Sales Tax Revenue Bond 15103GVS4 Celgene Corporation (1,000,000.00) Maturity 08/26/2013 (1,000,000.00) - 7628 LC-PF-2 Sales Tax Revenue Bond 78355AVT8 Ryder System, Inc. (10,000,000.00) Maturity 08/27/2013 (10,000,000.00) - 7628 LC-PF-2 Sales Tax Revenue Bond 6362P2VV5 National Grid USA Service Company, Inc. (6,300,000.00) Maturity 08/29/2013 (6,300,000.00) - 7628 LC-PF-2 Sales Tax Revenue Bond 2925A2VM9 Enbridge Energy Partners, L.P. (10,000,000.00) Maturity 08/21/2013 (10,000,000.00) - 7628 LC-PF-2 Sales Tax Revenue Bond 01854VW44 AllianceBernstein L.P. (8,300,000.00) Maturity 09/04/2013 (8,300,000.00) - 7628 LC-PF-2 Sales Tax Revenue Bond 42823JUV5 Hewlett-Packard Company (10,000,000.00) Maturity 07/29/2013 (10,000,000.00) - 7628 LC-PF-2 Sales Tax Revenue Bond 65339MWS] NEXTERA ENERGY CAPITAL HOLDINGS INC (4,000,000.00) Maturity 09/26/2013 (4,000,000.00) - 740,2 r n nv 7 cae.. m.., ne.,e....e n....a nc<xn,n.nn u..,..._n: C ...,,. ,n cnn nnn IV, r.n.,...... 1171,1 r7ni a io Cr. 000 00 orp 224 Page 21 of 32 I• MIN Riverside (ounly Tronspoltolion (=Mission STAMP Portfolio Transaction Report Quarter ending September 30, 2013 Source Account Account Identifier AllianceBernstein L.P. 347628 347628 347628 347628 347628 LC-PF-2 Sales Tax Revenue Bond LC-PF-2 Sales Tax Revenue Bond 62949LW60 LC-PF-2 Sales Tax Revenue Bond 01854VW69 LC-PF-2 Sales Tax Revenue Bond 01854VW69 LC-PF-2 Sales Tax Revenue Bond 62949LW52 01854V W51 347628 347628 347628 347628 347628 347628 347628 347628 347628 LC-PF-2 Sales Tax Revenue Bond 47787RAB6 JDOT 2012-B A2 (14,706.15) Principal Paydown 02/17/2015 (14,711.07) 4 347628 LC-PF-2 Sales Tax Revenue Bond 55314MACO MMAF 201I -AA A3 (319,962.72) Principal Paydown 09/15/2015 (319,278.70) (684 347628 LC-PF-2 Sales Tax Revenue Bond 161571DA9 CHAIT 2008 -All All (7,660,000.00) Principal Paydown 07/15/2015 (7,660,000.00) 347628 LC-PF-2 Sales Tax Revenue Bond 43814AAC7 HAROT 2011-2 A3 (16,481.57) Principal Paydown 03/18/2015. (16,461.38) (20 347628 LC-PF-2 Sales Tax Revenue Bond 43814AAC7 HAROT 2011-2 A3 (15,453.23) Principal Paydown 03/18/2015 (15,436.27) (16 347628 LC-PF-2 Sales Tax Revenue Bond 31395MLT4 FHR 2930 AN (56,208.68) Principal Paydown 06/15/2019 (55,292.80) (915 347628 LC-PF-2 Sales Tax Revenue Bond 31395MLT4 FHR 2930 AN (52,351.98) Principal Paydown 06/15/2019 (51,565.26) (786 347628 347628 347628 347628 347628 347628 347628 LC-PF-2 Sales Tax Revenue Bond LC-PF-2 Sales Tax Revenue Bond LC-PF-2 Sales Tax Revenue Bond LC-PF-2 Sales Tax Revenue Bond LC-PF-2 Sales Tax Revenue Bond LC-PF-2 Sales Tax Revenue Bond LC-PF-2 Sales Tax Revenue Bond LC-PF-2 Sales Tax Revenue Bond 55314MACO 47787RAB6 65475UAB8 55314MACO 65475UAB8 65475UAB8 3133XCQE6 3133XCQE6 NYSE Euronext AllianceBemstein L.P. AllianceBernstein L.P. NYSE Euronext MMAF 201I -AA A3 JDOT 2012-B A2 NAROT 2012-A A2 MMAF 2011 -AA A3 NAROT 2012-A A2 NAROT 2012-A A2 FHLB SD -2015 1 FHLB SD -2015 1 '." ar e `'a tie Transaction Type Final Maturity Base Principal Base Net Total Realized Gain (10,000,000.00) Maturity (5,000,000.00) Maturity (6,000.000.00) Maturity (10,000,000.00) Maturity (8,500,000.00) Maturity 09/05/2013 09/06/2013 09/06/2013 09/06/2013 09/05/2013 (290,975.000.00) (354,042.91) Principal Paydown (12,406.97) Principal Paydown (170,914.96) Principal Paydown - Principal Paydown (162,650.15) Principal Paydown (160,105.38) Principal Paydown (10,865.35) Principal Paydown (8,477.03) Principal Paydown 09/15/2015 02/17/2015 10/15/2014 09/15/2015 10/15/2014 10/15/2014 07/28/2015 07/28/2015 (10,000,000.00) (5,000,000.00) (6,000.000.00) (10,000,000.00) (8.500,000.00) (290,975,000.00) (353,199.08) (12,410.55) (170,883.49) (408,757.86) (162,627.83) (160,068.16) (10,307.95) (8,056.14) LC-PF-2 Sales Tax Revenue Bond LC-PF-2 Sales Tax Revenue Bond LC-PF-2 Sales Tax Revenue Bond LC-PF-2 Sales Tax Revenue Bond LC-PF-2 Sales Tax Revenue Bond LC-PF-2 Sales Tax Revenue Bond LC-PF-2 Sales Tax Revenue Bond 43813XAB0 43813XAB0 31395JS72 36162RAB4 31395JS72 36162RAB4 36162RAB4 HAROT 2012-3 A2 HAROT 2012-3 A2 FHR 2890 KB GEEST 2012-1A A2 FHR 2890 KB GEEST 2012 -IA A2 GEEST 2012-1A A2 (232,362.90) Principal Paydown (251,006.81) Principal Paydown (38,496.21) Principal Paydown (137,732.27) Principal Paydown (33,474.02) Principal Paydown (108,691.63) Principal Paydown (183,557.39) Principal Paydown 12/15/2014 12/15/2014 02/15/2019 11/21/2014 02/15/2019 11/21/2014 11/21/2014 (232,362.90) (251,006.80) (37,960.58) (137,667.06) (33,050.55) (108,629.90) (183,457.33) (9,999,948.33) (10,403,191.66) (843.83) 3.58 (31.47) (22.32) (37.22) (557.40) (420.89) 92 02) 19) 96) 88) 72) 0.00 (0.01) (535.63) (65.21) (423.47) (61.73) (100.06) (5,514.53) 347628 347628 347628 347628 347628 347628 347628 347628 347628 347628 347628 347628 347628 347628 347628 347628 347628 347628 347628 347628 347628 347628 347628 347628 347628 347628 LC-PF-2 Sales Tax Revenue Bond 61747C715 LC-PF-2 Sales Tax Revenue Bond 61747C715 LC-PF-2 Sales Tax Revenue Bond LC-PF-2 Sales Tax Revenue Bond LC-PF-2 Sales Tax Revenue Bond LC-PF-2 Sales Tax Revenue Bond LC-PF-2 Sales Tax Revenue Bond LC-PF-2 Sales Tax Revenue Bond LC-PF-2 Sales Tax Revenue Bond LC-PF-2 Sales Tax Revenue Bond LC-PF-2 Sales Tax Revenue Bond LC-PF-2 Sales Tax Revenue Bond LC-PF-2 Sales Tax Revenue Bond LC-PF-2 Sales Tax Revenue Bond LC-PF-2 Sales Tax Revenue Bond LC-PF-2 Sales Tax Revenue Bond LC-PF-2 Sales Tax Revenue Bond 61747C715 LC-PF-2 Sales Tax Revenue Bond 61747C715 LC-PF-2 Sales Tax Revenue Bond 61747C715 LC-PF-2 Sales Tax Revenue Bond LC-PF-2 Sales Tax Revenue Bond LC-PF-2 Sales Tax Revenue Bond LC-PF-2 Sales Tax Revenue Bond LC-PF-2 Sales Tax Revenue Bond LC-PF-2 Sales Tax Revenue Bond LC-PF-2 Sales Tax Revenue Bond MORGAN STANLEY LIQ PRIME -IN MORGAN STANLEY LIQ PRIME -IN MORGAN STANLEY LIQ PRIME -IN MORGAN STANLEY LIQ PRIME -IN MORGAN STANLEY LIQ PRIME -IN MORGAN STANLEY LIQ PRIME -IN MORGAN STANLEY LIQ PRIME -[N MORGAN STANLEY LIQ PRIME -IN MORGAN STANLEY LIQ PRIME -IN (299,933.33) Sell MORGAN STANLEY LIQ PRIME -IN MORGAN STANLEY LIQ PRIME -IN MORGAN STANLEY LIQ PRIME -IN MORGAN STANLEY LIQ PRIME -IN MORGAN STANLEY LIQ PRIME -IN MORGAN STANLEY LIQ PRIME -IN MORGAN STANLEY LIQ PRIME -IN MORGAN STANLEY LIQ PRIME -IN MORGAN STANLEY LIQ PRIME -IN MORGAN STANLEY LIQ PRIME -IN MORGAN STANLEY LIQ PRIME -IN MORGAN STANLEY LIQ PRIME -IN MORGAN STANLEY LIQ PRIME -IN MORGAN STANLEY LIQ PRIME -IN MORGAN STANLEY LIQ PRIME -[N MORGAN STANLEY LIQ PRIME -IN CHAIT 2008-A1 l All (74,847,411.06) Sell (35,137,707.96) Sell 09/30/2013 09/30/2013 09/30/2013. 09/30/2013 09/30/2013 09/30/2013 09/30/2013 09/30/2013 09/30/2013 09/30/2013 09/30/2013 09/30/2013 09/30/2013 09/30/2013 09/30/2013 09/30/2013 09/30/2013 09/30/2013 09/30/2013 09/30/2013 09/30/2013 09/30/2013 09/30/2013 09/30/2013 09/30/2013 (8,996,977.70) 07/15/2015 (74,847,411.06) (35,137,707.96) (7,486,811.36) (23,141,182.49) (64,778,579.64) (27,199,397.49) (20,670,596.32) (498,183.46) 61747C715 61747C715 61747C715 61747C715 61747C715 61747C715 61747C715 61747C715 61747C715 61747C715 61747C715 61747C715 61747C715 61747C715 (7,486,811.36) Sell (23,141,182.49) Sell (64,778,579.64) Sell (27,199,397.49) Sell (20,670,596.32) Sell (498,18346) Sell (74,079,430.38) Sell (7,545,443.23) Sell (1,705,329.94) Sell (14,943,964.72) Sell (39,993,730.60) Sell (5,645,000.00) Sell (350,785.68) Sell (199,360.75) Sell (11,497,205.15) Sell (210,128.76) Sell (23,383,082.97) Sell (299,933.33) (74,079,430.38) (7,545,443.23) (1,705,329.94) (14,943,964.72) (39,993,730.60) (5,645,000.00) (350,785.68) (199,360.75) (11,497,205.15) (210,128.76) 61747C715 61747C715 61747C715 61747C715 61747C715 61747C715 161571DA9 (1,699,665.76) Sell (2,873,919.01) Sell (623,506.66) Sell (2,867,502.76) Sell (8,996,977.70) Sell (23,383,082.97) (1,699,665.76) (2,873,919.01) (623,506.66) (2,867,502.76) - Sell 225 Page 22 of 32 Min IINM Riverside County Tronspottalion Commission STAMP Portfolio Transaction Report Quarter ending September 30, 2013 347628 347628 LC-PF-2 Sales Tax Revenue Bond 65475LWR9 Nissan Motor Acceptance Corporation (9,999,349.98) Sell 09/25/2013 (9,999,350.00) 0.03 (469,673,437.16) (469,673,512.18) 75.03 Subtotal - 347628 LC-PF-2 Sales Tax Revenue Bond 312,070,643.60 311,666,041.81 (4,156.07) 205091001 LC -2013 A Capitalized Interest 31392F6C6 FNR 2002-77 CB 769,192.69 Buy 12/25/2017 769,192.69 - 205091001 LC -2013 A Capitalized Interest 31392FPP6 FNR 2002-74 PE 505,652.67 Buy 11/25/2017 505,652.67 - 205091001 LC -2013 A Capitalized Interest 59217GAV 1 MET LIFE GLOB FUNDING I 553,763.60 Buy 06/29/2015 553,763.60 - 205091001 LC -2013 A Capitalized Interest 12800UAL4 CAISSE. CENTRALE DESJARDN 2,007,420.00 Buy 03/06/2017 2,007,420.00 - 205091001 LC -2013 A Capitalized Interest 912828UA6 US TREASURY N/B 11,660,625,00 Buy 11/30/2017 11,660,625.00 - 205091001 LC -2013 A Capitalized Interest 89116EYS6 Toronto Dominion Holdings (U.S.A.), Inc. 999,796.67 Buy 11/26/2013 999,796.67 - 205091001 LC -2013 A Capitalized Interest 3128P1-1VS7 FG J06025 263,163.31 Buy 11/01/2019 263,163.31 - 205091001 LC -2013 A Capitalized Interest 912828RU6 US TREASURY N/B 11,989,218.75 Buy 11/30/2016 11,989,218.75 - 205091001 LC -2013 A Capitalized Interest 31410GSQ7 FN 888927 412,813.50 Buy 12/01/2017 412,813.50 - 205091001 LC -2013 A Capitalized Interest 36962G2V5 GENERAL ELEC CAP CORP 4,955,050.00 Buy 05/11/2016 4,955,050.00 - 205091001 LC -2013 A Capitalized Interest 74433GVT0 Prudential Funding LLC 3,499,797.78 Buy 08/27/2013 3,499,797.78 - 205091001 LC -2013 A Capitalized Interest 3132FEAK7 235219352 36290W1147 FG Z50010 509,608.93 Buy 12/01/2017 509.608.93 - 205091001 LC -2013 A Capitalized Interest DALLAS-B-REF-TXBL 2,135,000.00 Buy 02/15/2017 2,135,000.00 - 205091001 LC -2013 A Capitalized Interest GN 619551 2,337,941.44 Buy 09/15/2018 2,337,941.44 - 205091001 LC -2013 A Capitalized Interest 31392HWL3 FNR 2003-3 BC 110,341.24 Buy 02/25/2018 110,341.24 - 205091001 LC -2013 A Capitalized Interest 742718DV8 PROCTER & GAMBLE CO/THE 1,256,033.20 Buy 08/15/2016 1,256,033.20 - 205091001 LC -2013 A Capitalized Interest 912828VG2 US TREASURY N/B 11,936,718.75 Buy 06/15/2016 11,936,718.75 - 205091001 LC -2013 A Capitalized Interest 31402RBG3 FN 735439 33,576.34 Buy 09/01/2019 33,576.34 - 205091001 LC -2013 A Capitalized Interest 31402RBG3 FN 735439 750,714.60 Buy 09/01/2019 750,714.60 - 205091001 LC -2013 A Capitalized Interest 64966H4E7 NYC -TAXABLE -C 1,238,222.70 Buy 10/01/2017 1,238,222.70 - 205091001 LC -2013 A Capitalized Interest 037833AF7 APPLE INC 3,000,840.00 Buy 05/03/2016 3,000,840.00 - 205091001 LC -2013 A Capitalized Interest 31401MWC1 FN 712643 1,571,522.58 Buy 06/01/2018 1,571,522.58 - 205091001 LC -2013 A Capitalized Interest 822582AC6 SHELL INTERNATIONAL FIN 449,936.00 Buy 03/22/2017 449,936.00 - 205091001 LC -2013 A Capitalized Interest 89114QAE8 TORONTO -DOMINION BANK 776,452.50 Buy 10/19/2016 776,452.50 - 205091001 LC -2013 A Capitalized Interest 90327QCW7 USAA CAPITAL CORP 4,145,440.00 Buy 12/13/2016 4,145,440.00 - 205091001 LC -2013 A Capitalized Interest 44328MAL8 HSBC BANK PLC 2,748,611.25 Buy 05/24/2016 2,748,611.25 - 205091001 LC -2013 A Capitalized Interest 44328MAL8 HSBC BANK PLC 1,050,690.00 Buy 05/24/2016 1,050,690.00 - 205091001 LC -2013 A Capitalized Interest 21685WBL0 RABOBANK NEDERLAND 1,543,467.80 Buy 10/13/2015 1,543,467.80 - 205091001 LC -2013 A Capitalized Interest 78008K5V1 ROYAL BANK OF CANADA 2,099,900.00 Buy 04/19/2016 2,099,900.00 - 205091001 LC -2013 A Capitalized Interest 36200AFG9 GN 595167 154,809.81 Buy 11/15/2017 154,809.81 - 205091001 LC -2013 A Capitalized Interest 3134G3XQ8 FREDDIE MAC 325,162.50 Buy 06/20/2017 325,162.50 - 205091001 LC -2013 A Capitalized Interest 9AMMFO5B2 U.S. Bank Money Market Account Fund 45,000.00 Buy 09/30/2013 45,000.00 - 205091001 LC -2013 A Capitalized Interest 9AIVIMFO5B2 U.S. Bank Money Market Account Fund 217,744.97 Buy 09/30/2013 217,744.97 - 205091001 LC -2013 A Capitalized Interest 9AMMFO5B2 U.S. Bank Money Market Account Fund 4,234.04 Buy 09/30/2013 4,234.04 - 205091001 LC -2013 A Capitalized Interest 9AMMFO5B2 U.S. Bank Money Market Account Fund 10,400.00 Buy 09/30/2013 10,400.00 - 205091001 LC -2013 A Capitalized Interest 9AMMFO5B2 U.S. Bank Money Market Account Fund 1,828.13 Buy 09/30/2013 1,828.13 - 205091001 LC -2013 A Capitalized Interest 9AMMFO5B2 U.S. Bank Money Market Account Fund 325,000.00 Buy 09/30/2013 325,000.00 - 205091001 LC -2013 A Capitalized Interest 9AMMF05B2 U.S. Bank Money Market Account Fund 425,820.07 Buy 09/30/2013 425,820.07 - 205091001 LC -2013 A Capitalized Interest 9AMMFO5B2 U.S. Bank Money Market Account Fund 4,000,000.00 Buy 09/30/2013 4,000,000.00 - 205091001 LC -2013 A Capitalized Interest 9AMMF05B2 U.S. Bank Money Market Account Fund 86.87 Buy 09/30/2013 86.87 - 205091001 LC -2013 A Capitalized Interest 9AMMFO5B2 U.S. Bank Money Market Account Fund 233,232.24 Buy 09/30/2013 233,232.24 - 20509100/ LC -2013 A Capitalized Interest 9AMMFO5B2 9AMMFO5B2 U.S. Bank Money Market Account Fund 4,234.04 Buy 09/30/2013 4,234.04 - 205091001 LC -2013 A Capitalized Interest U.S. Bank Money Market Account Fund 3,500,000.00 Buy 09/30/2013 3,500,000.00 - 205091001 LC -2013 A Capitalized Interest 9AMMFO5B2 U.S. Bank Money Market Account Fund 542,717.82 Buy 09/30/2013 542,717.82 - 205091001 LC -2013 A Capitalized Interest 9AMMFO5B2 U.S. Bank Money Market Account Fund 81,175.45 Buy 09/30/2013 81,175.45 - 205091001 LC -2013 A Capitalized Interest 9AMMFO5B2 9AMMFO5B2 U.S. Bank Money Market Account Fund 23,723.93 Buy 09/30/2013 23,723.93 - 205091001 LC -2013 A Capitalized Interest U.S. Bank Money Market Account Fund 6,133,161.22 Buy 09/30/2013 6,133,161.22 - 205091001 LC -2013 A Capitalized Interest 9AMMFO5B2 U.S. Bank Money Market Account Fund 1,830,789.20 Buy 09/30/2013 1,830,789.20 - 205091001 LC -2013 A Capitalized Interest 9AMMFO5B2 U.S. Bank Money Market Account Fund 2,207,664.51 Buy 09/30/2013 2,207,664.51 - 205091001 LC -2013 A Capitalized Interest 9AMMFO5B2 U U.S. Bank Money Market Account Fund 1,711,492.74 Buy 09/30/2013 1,711,492.74 - 205091001 LC -2013 A Caprtahzed Interest LC-PF-2 Sales Tax Revenue Bond 57163TWS4 Marriott International, Inc. (8,999,250.00) Sell 00/20,'2013 (8,999,325.00) 75.00 lney Market Acc ,681.94 Buy 226 Page 23 of 32 Riverside (oumy Tronspoltolion Commission IIIIIII NOM STAMP Portfolio Transaction Report Quarter ending September 30, 2013 Source Account 205091001 Account LC -2013 A Capitalized Interest Identifier 9AMMFO5B2 - "0m U.S. Bank Money Market Account Fund " at e .n rte Transaction Type Final Maturity Base Principal 1,012,414.01 Base Net Total Realized Gain - 1,012,414.01 Buy 09/30/2013 205091001 LC -2013 A Capitalized Interest 9AMMFO5B2 U.S. Bank Money Market Account Fund 4,047,946.93 Buy 09/30/2013 4,047,946.93 - 205091001 LC -2013 A Capitalized Interest 9AMMFO5B2 U.S. Bank Money Market Account Fund 802,010.56 Buy 09/30/2013 802,010.56 - 205091001 LC -2013 A Capitalized Interest 9AMMFO5B2 U.S. Bank Money Market Account Fund 710,758.36 Buy 09/30/2013 710,758.36 - 205091001 LC -2013 A Capitalized Interest 9AMMFO5B2 U.S. Bank Money Market Account Fund 103,695,356.16 Buy 09/30/2013 103,695,356.16 - 205091001 LC -2013 A Capitalized Interest 9AMMFO5B2 U.S. Bank Money Market Account Fund 4,799,865.91 Buy 09/30/2013 4,799,865.91 - 205091001 LC -2013 A Capitalized Interest 3128H4NR6 FG E96700 233,308.44 Buy 05/01/2018 233,308.44 - 205091001 LC -2013 A Capitalized Interest 31393V2T7 FHR 2627 GY 1,747,500.87 Buy 06/15/2018 1,747,500.87 - 205091001 LC -2013 A Capitalized Interest 06415CAA7 BANK OF NOVA SCOTIA 3,601,955.00 Buy 08/03/2016 3,601,955.00 - 205091001 LC -2013 A Capitalized Interest 89233P6J0 TOYOTA MOTOR CREDIT CORP 5,014,650.00 Buy 07/17/2015 5,014,650.00 - 205091001 LC -2013 A Capitalized Interest 3137ANLP8 FILMS K501 A2 3,100,460.16 Buy 11/25/2016 3,100,460.16 - 205091001 LC -2013 A Capitalized Interest 3128GNR59 FG E85908 702,225.45 Buy 10/01/2016 702,225.45 - 205091001 LC -2013 A Capitalized Interest 3136A4M89 FNA 2012-M3 2A1 706,181.45 Buy 01/25/2019 706,181.45 - 205091001 LC -2013 A Capitalized Interest 31393EXC8 FNR 2003-88 TH 871,439.74 Buy 09/25/2018 871,439.74 - 205091001 LC -2013 A Capitalized Interest 459200GX3 89153VAC3 IBM CORP 477,936.30 Buy 07/22/2016 477,936.30 - 205091001 LC -2013 A Capitalized Interest TOTAL CAPITAL INTL SA 157,765.60 Buy 06/28/2017 157,765.60 - 205091001 LC -2013 A Capitalized Interest 31294LPZ0 FG E02240 556,511.67 Buy 12/01/2016 556,511.67 - 205091001 LC -2013 A Capitalized Interest 31402QT68 FN 735073 754,574.41 Buy 10/01/2019 754,574.41 - 205091001 LC -2013 A Capitalized Interest 31392BVM5 FNR 2002-3 PG 289,996.66 Buy 02/25/2017 289,996,66 - 205091001 LC -2013 A Capitalized Interest 3136A8G38 FNA 2012-M13 ASQ2 3,024,669.53 Buy 08/25/2017 3,024,669.53 - 205091001 LC -2013 A Capitalized Interest 12800AYJ7 Caisse des Depots et Consignations 2,997,903.75 Buy 11/18/2013 2,997,903.75 - 205091001 LC -2013 A Capitalized Interest 184126YS3 CLAYTON CO WTR-B-REF 755,939.80 Buy 05/01/2017 755,939.80 - 205091001 LC -2013. A Capitalized Interest 74977KXF1 Rabobank USA Financial Corporation 2,498,812.50 Buy 10/15/2013 2,498,812.50 - 205091001 LC -2013 A Capitalized Interest 3136ACGF2 FNA 2013-M3 ASQ2 2,591,462.50 Buy 02/25/2016 2,591,462.50 - 205091001 LC -2013 A Capitalized Interest 3128MBTHO FG G13052 281,624.69 Buy 03/01/2019 281,624.69 - 205091001 LC -2013 A Capitalized Interest 74433GWC6 Prudential Funding LLC 3,999,875.55 Buy 09/12/2013 3,999,875.55 - 205091001 LC -2013 A Capitalized Interest 63307EAB3 NATIONAL BANK OF CANADA 3,605,175.00 Buy 10/19/2016 3,605,175.00 _ - 205091001 LC -2013 A Capitalized Interest 36962G4G6 GENERAL ELEC CAP CORP 1,162,049.20 Buy 11/14/2014 1,162,049.20 - 205091001 LC -2013 A Capitalized Interest 912828SY7 US TREASURY NB 11,780,156.25 Buy 05/31/2017 11,780,156.25 - 205091001 LC -2013 A Capitalized Interest 31381QLL8 FN 467531 981,359.06 Buy 03/01/2016 981,359.06 - 205091001 LC -2013 A Capitalized Interest 3128PGLY7 FG J04843 529,569.11 Buy 05/01/2017 529,569.11 - 205091001 LC -2013 A Capitalized Interest 407288YD5 HAMILTON SWR-B-REF 2,080,000.00 Buy 12/01/2015 2,080,000.00 - 205091001 LC -2013 A Capitalized Interest 21686CAD2 RABOBANK NEDERLAND 1,055,480.00 Buy 01/19/2017 1,055,480.00 - 205091001 LC -2013 A Capitalized Interest 21686CAD2 RABOBANK NEDERLAND 1,048,420.00 Buy 01/19/2017 1,048,420.00 - 205091001 LC -2013 A Capitalized Interest 063679ZT4 BANK OF MONTREAL 2,037,640.00 Buy 01/30/2017 2,037,640.00 - 205091001 LC -2013 A Capitalized Interest 74433GXV3 Prudential Funding LLC 3,999,477.78 Buy 10/29/2013 3,999,477.78 - 205091001 LC -2013 A Capitalized Interest 38376GWZ9 GNR2010-141A 2,753,441.95 Buy 08/16/2031 2,753,441.95 - 278,127,385.14 278,127,385.14 - 205091001 LC -2013 A Capitalized Interest 74433GVT0 Prudential Funding LLC (3,500,000.00) Maturity 08/27/2013. (3,500,000.00) - 205091001 LC -2013 A Capitalized Interest 74433GWC6 Prudential Funding LLC (4,000,000.00) Maturity 09/12/2013 (4 000,000.00) - (7,500,000.00) (7,500,000.00) - 205091001 LC -2013 A Capitalized Interest 31392F6C6 FNR 2002-77 CB (31,466.32) Principal Paydown 12/25/2017 (29,657.76) (1,808.56) 205091001 LC -2013 A Capitalized Interest 31392FPP6 FNR 2002-74 PE (22,006.74) Principal Paydown 11/25/2017 (20,763.52) (1,243.22) 205091001 LC -2013 A Capitalized Interest 31392F6C6 FNR 2002-77 CB (34,564.96) Principal Paydown 12/25/2017 (32,609.77) (1,955.19) 205091001 LC -2013 A Capitalized Interest 3128PHVS7 FG J06025 (5,657.69) Principal Paydown 11/01/2019 (5,365.83) (291.86) 205091001 LC -2013 A Capitalized Interest 3128PHVS7 FG J06025 (12,452.36) Principal Paydown 11/01/2019 (11,820.47) (631.89) 205091001 LC -2013 A Capitalized Interest 31410GSQ7 FN 888927 (14,895.68) Principal Paydown 12/01/2017 (13,859.10) (1,036.58) 205091001 205091001 205091001 205091001 205091001 LC -2013 A Capitalized Interest 31392HWL3 205091001 LC -2013 A Capitalized Interest 31392HWL3 FNR 2003-3 BC 205091001 LC -2013 A Capitalized Interest 36290WH47 GN 619551 205091001 LC -2013 A Capitalized Interest 31402RBG3 FN 735439 LC -2013 A Capitalized Interest LC -2013 A Capitalized Interest LC -2013 A Capitalized Interest LC -2013 A Capitalized Interest 31410GSQ7 31392FPP6 3132FEAK7 3132FEAK7 FN 888927 FNR 2002-74 PE FG Z50010 FG 250010 FNR 2003-3 BC (14,955.83) Principal Paydown (20,459.98) Principal Paydown (20,118.34) Principal Paydown (18,424.10) Principal Paydown (4,177.82) Principal Paydown 12/01/2017 11/25/2017 12/01/2017 12/01/2017 02/25/2018 02/25/2018 (3,509.45) (197.53) 09/15/2018 09/01/2019 (13,931.96) (19,323.18) (18,972.30) (17,392.10) (3,958.56) (1,023.87) (1,136.80) (1,146.04) (1,032.00) (219.26) (3,706.98) Principal Paydown (173,575.73) Principal Paydown (28,911.18) Principal Paydown (163,331.52) (10,244.21) (26,948.53) (1,962.65), 227 Page 24 of 32 STAMP Portfolio Transaction Report Quarter ending September 30, 2013 I• MOM Riverside (ounly Tronsportolion Commission Source Account 1205091001 205091001 205091001 205091001 LC -2013 A Capitalized Interest 36200AFG9 205091001 LC -2013 A Capitalized Interest 3128H4NR6 205091001 LC -2013 A Capitalized Interest 3128H4NR6 205091001 LC -2013 A Capitalized Interest 31393V2T7 205091001 LC -2013 A Capitalized Interest 31393 V2T7 205091001 LC -2013 A Capitalized Interest 3136A4M89 205091001 LC -2013 A Capitalized Interest 3128GNR59 205091001 LC -2013 A Capitalized Interest 31393EXC8 205091 001 LC -2013 A Capitalized Interest 3I36A4M89 205091001 LC -201 3 A Capitalized Interest 205091001 LC -2013 A Capitalized Interest 205091001 LC -2013 A Capitalized Interest 3I294LPZ0 205091001 LC -2013 A Capitalized Interest 31402QT68 FN 735073 205091001 LC -2013 A Capitalized Interest 31294LPZ0 FG E02240 205091001 LC -2013 A Capitalized Interest 31402QT68 FN 735073 205091001 LC -2013 A Capitalized Interest 31392BVM5 FNR2002-3 PG 205091001 LC -2013 A Capitalized Interest 31392BVM5 FNR 2002-3. PG 205091001 LC -2013 A Capitalized interest 31393EXC8 FNR 2003-88 TH 205091001 LC -2013 A Capitalized Interest 3128MBTH0 FG G13052 205091001 LC -2013 A Capitalized Interest 3128MBTHO FG G13052 205091001 LC -2013 A Capitalized Interest 3138IQLL8 FN 467531 205091001 LC -2013 A Capitalized Interest 3I28PGLY7 FG J04843 205091001 LC -2013 A Capitalized Interest 31381QLL8 FN 467531 205091001 LC -2013 A Capitalized Interest 205091001 LC -2013 A Capitalized Interest Account Identifier LC -2013 A Capitalized Interest LC -2013 A Capitalized Interest LC -2013 A Capitalized interest 31402RBG3 3140IMWC1 FN 712643 31401MWC1 FN 735439 FN 712643 GN 595167 FG E96700 FG E96700 FHR 2627 GY FHR 2627 GY FNA 2012-M3 2A1 FG E85908 FNR 2003-88 TH FNA 2012-M3 2A1 FG E85908 GN 595167 FG E02240 3128GNR59 36200AFG9 Base Net Total e - :rsl 1 : 7g '"6 7 Final Maturity Base Principal Realized Gain (28,197.52) Principal Paydown (26,281.09) Principal Paydown (26,085.16) Principal Paydown (4,194.44) Principal Paydown (8,385.45) Principal Paydown (7,292.47) Principal Paydown 05/01/2018 (6,879.33) 09/01/2019 06/01/2018 06/01/2018 11/15/2017 05/01/2018 (26,247.82) (24,628.42) (24,464.96) (3,933.42) (7,917.66) (1,949.70)' (1,652.67) (1,620.20) (261.02) (467.79) (413.14) (69,987.13) Principal Paydown 06/15/2018 (66,168.34) (3,818.79) (65,228.21) Principal Paydown 06/15/2018 (61,719.07) (3,509.14) (3,921.87) Principal Paydown 01/25/2019 (3,897.31) (24.56) (22,381.68) Principal Paydown 10/01/2016 (21,112.67) (1,269.01) (35,031.51) Principal Paydown 09/25/2018 (33,080.71) (1,950.80) (3,936.06) Principal Paydown 01/25/2019 (3,911.85) (24.21) (31,106.25) Principal Paydown 10/01/2016 (29,383.77) (1,722.48) (7,766.99) Principal Paydown 11/15/2017 (7,291.58) (475.41) (58,647.06) Principal Paydown 12/01/2016 (55,508.57) (3,138.49) (25,661.20) Principal Paydown 10/01/2019 (23,762.00) (1,899.20) (30,529.93) Principal Paydown 12/01/2016 (28,859.52) (1,670.41) (31,713.49) Principal Paydown 10/01/2019 (29,331.50) (2,381.99) (11,396.05) Principal Paydown 02/25/2017 (10,804.50) (591.55) (14,172.62) Principal Paydown 02/25/2017 (13,419.42) (753.20) (25,279.07) Principal Paydown 09/25/2018 (23,889.86) (1.389.21) (10,998.46) Principal Paydown 03/01/2019 (10,355.70) (642.76) (9,996.23) Principal Paydown 03/01/2019 (9,419.52) (576.71) (1,227.60) Principal Paydown 03/01/2016 (1,209.03) (18.57) 38376GWZ9 38376GWZ9 GNR 2010-141 A GNR2010-141 A 205091001 205091001 205091001 205091001 205091001 205091001 205091001 205091001 205091001 LC -2013 A Capitalized Interest 3134G3XQ8 FREDDIE MAC (325,000.00) Sell 06/20/2017 (325,000.01) 0.01 205091001 LC -2013 A Capitalized Interest 9AMMFO5B2 U.S. Bank Money Market Account Fund (3,999,875.55) Sell 09/30/2013 (3,999,875.55) - 205091001 LC -2013 A Capitalized Interest 9AMMFO5B2 U.S. Bank Money Market Account Fund (33,675.71) Sell 09/30/2013 (33,675.71) - 205091001 LC -2013 A Capitalized Interest 9AMMFO5B2 U.S. Bank Money Market Account Fund (357,030.49) Sell 09/30/2013 (357,030.49) - 205091001 LC -2013 A Capitalized Interest 9AMMFO5B2 U.S. Bank Money Market Account Fund (2,950,342.16) Sell 09/30/2013 (2,950,342.16) - 205091001 LC -2013 A Capitalized Interest 9AMMFO5B2 U.S. Bank Money Market Account Fund (2,135,000.00) Sell 09/30/2013 (2,135,000.00) - 205091001 LC -2013 A Capitalized Interest 9AMMFO5B2 U.S. Bank Money Market Account Fund (52.60) Sell 09/30/2013 (52.60) - 205091001 LC -2013 A Capitalized Interest 9AMMFO5B2 U.S. Bank Money Market Account Fund (3,555,530.10) Sell 09/30/2013 (3,555,530.10) - 205091001 LC -2013 A Capitalized Interest 9AMMFO5B2 U.S. Bank Money Market Account Fund (874,324.79) Sell 09/30/2013 (874,324.79) - 205091001 LC -2013 A Capitalized Interest 9AMMFO5B2 U.S. Bank Money Market Account Fund (2,362,731.71) Sell 09/30/2013 (2,362,731.71) - 205091001 LC -2013 A Capitalized Interest 9AMMFO5B2 U.S. Bank Money Market Account Fund (3,499,797.78) Sell 09/30/2013 (3,499,797.78) - 205091001 LC -2013 A Capitalized Interest 9AMMFO5B2 U.S. Bank Money Market Account Fund (1,628,750.78) Sell 09/30/2013 (1,628,750.78) - 205091001 LC -2013 A Capitalized Interest 9AMMFO5B2 U.S. Bank Money Market Account Fund (558,003.16) Sell 09/30/2013 (558,003.16) - 205091001 LC -2013 A Capitalized Interest 9AMMFO5B2 U.S. Bank Money Market Account Fund (770,300.51) Sell 09/30/2013 (770,300.51) - 205091001 LC -2013 A Capitalized Interest 9AMMFO5B2 U.S. Bank Money Market Account Fund (16,377,233.26) Sell 09/30/2013 (16,377,233.26) - 205091001 LC -2013 A Capitalized Interest 9AMMFO5B2 U.S. Bank Money Market Account Fund (4,691,174.54) Sell 09/30/2013 (4,691,174.54) - 205091001 LC -2013 A Capitalized Interest 9AMMFO5B2 U.S. Bank Money Market Account Fund (1,745,818.61) Sell 09/30/2013 (1,745,818.61) - 205091001 LC -2013 A Capitalized Interest 9AMMFO5B2 U.S. Bank Money Market Account Fund (9,119,412.19) Sell 09/30/2013 (9,119,412.19) - 205091001 LC -2013 A Capitalized Interest 9AMMFO5B2 U.S. Bank Money Market Account Fund (2,044,259.25) Sell 09/30/2013 (2,044,259.25) - LC -2013 A Capitalized Interest 12800UAL4 LC -2013 A Capitalized Interest 912828UA6 LC -2013 A Capitalized Interest 912828UA6 LC -2013 A Capitalized Interest 36962G2V5 LC -2013 A Capitalized Interest 912828VG2 US TREASURY N/B LC -2013 A Capitalized Interest 9AMMFO5B2 U.S. Bank Money Market Account Fund LC -2013 A Capitalized Interest 9AMMFO5B2 U.S. Bank Money Market Account Fund LC -2013 A Capitalized Interest CAISSE CENTRALE DESJARDN US TREASURY N/B US TREASURY N/B GENERAL ELEC CAP CORP 9AMMFO5B2 U.S. Bank Monev Market Account Fund (11,319.73) Principal Paydown 05/01/2017 (10,739.84) (579.89) (1.232.23) Principal Paydown 03/01/2016 (1,214.23) (18.00) (19.530.78) Principal Paydown 08/16/2031 (19,518.72) (12.06) (19.463.78) Principal Paydown 08/16/2031 (19,449.90) (13.88) (1,016,337.76) (2,007,414.91) Sell (2,186 791.38) Sell (7,288,276.26) Sell (4,955,660.97) Sell (1,790,595.41) Sell (999,796.67) Sell (3,999,477.78) Sell (326.807.81) Sell (959,563.27) (56,774.49) 03/06/2017 (2,007.387.30) (2.15) 11/30/2017 11/30/2017 05/11/2016 06/15/2016 09/30/2013 09/30/2013 09/30/2013 (2,201.132.81) (7,288,41 1.08) (4,955,050.00) (1,796,203.13) (999,796.67) (3,999,477.78) 326,807.81 14,225.74 6.28 5,598.96 228 Page 25 of 32 Riverside (ounly Transportation Commission Min IINM STAMP Portfolio Transaction Report Quarter ending September 30, 2013 Source Account Account Identifier Description e °n tit i<ansaet1on Type (47,396,964.66) Sell (12,041,446.27) Sell (15,414,968.68) Sell (3,601,868.47) Sell Base Net Total Final Maturity Base Principal Realized Gain 205091001 205091001 205091001 205091001 205091001 205091001 205091001 LC -2013 A Capitalized Interest LC -2013 A Capitalized Interest LC -2013 A Capitalized Interest LC -2013 A Capitalized Interest LC -2013 A Capitalized Interest LC -2013 A Capitalized Interest LC -2013 A Capitalized Interest 9AMMF05B2 9AMMF05B2 U.S. Bank Money Market Account Fund 9AMMF05B2 06415CAA7 36962G4G6 63307EAB3 NATIONAL BANK OF CANADA 063679ZT4 U.S. Bank Money Market Account Fund U.S. Bank Money Market Account Fund BANK OF NOVA SCOTIA GENERAL ELEC CAP CORP (1,160,365.35) Sell (3,605,089.47) Sell (2,037,611.64) Sell BANK OF MONTREAL 09/30/2013 09/30/2013 09/30/2013 08/03/2016 11/14,'2014 10/19,2016 01/30/2017 Subtotal - 205091001 LC -2013 A Capitalized Interest (165,841,448.92) 103,769,598.45 (47,396,964.66) (12,041,446.27) (15,414,968.68) (3,601,416.02) (1,162,720.00) (3,604,643.22) (2,037,501.04) (19.82) (18.60) 31.19 (165,862,239.67) 19,821.61 103,805,582.20 (36,952.88) Grand Total 91 CIP Bonds (STAMP Portfolio) 577,519,595.66 577,902,465.77 (67,072.83) 229 Page 26 of 32 ATTACHMENT 5 Min NNW Riverside County Transportation Commission STAMP Portfolio for quarter ending September 30, 2013 Credit Rating Base Market Value + Accrued 175.000.000.00 150.000.000.00 125.000.000.00 100.000.000.00 75,000,000.00 50.000,000 00 25.000,00000 0.00 AAA iu. AA4 AA 1 ■ Asset Class CON (0.000%) Money Market Funds (0.234%) Fixed Income (99.766%) Market Secto Security Type Other (2.345%1 GNMA CMO (0.693%) YANKEE (0.820%) FNMA (0.986%) FNLMC CMO (1.620%) FNMA CMO (1.867%) MUNI (5.190%) ABS (8.718%) US GOV (9.616%) CP (27.499%) - CORP (40 b,1/ Cash 10.234%11 Agency (1.065%) Municipal 15.948%) Utility (6.200%) Mortgage Backed (6.231%) Asset Backed (8.718%) government (9.616%) Industrial (28,774%) Financial (33.214%) 230 BLANK STAMP Portfolio Toll Revenue Project Senior Lien Fund for quarter ending September 30, 2013 Credit Rating Industry Group Market Sector Asset Class Security Type 231 ATTACHMENT 6 BLANK STAMP Portfolio Toll Revenue Project Sales Tax Revenue Fund for quarter ending September 30, 2013 Credit Rating Industry Group Market Sector Asset Class Security Type 232 ATTACHMENT 7 BLANK STAMP Portfolio Series A & Series B Reserve Fund for quarter ending September 30, 2013 Credit Rating Industry Group Market Sector Asset Class Security Type 233 ATTACHMENT 8 BLANK STAMP Portfolio Toll Revenue Project Capitalized Interest Fund for quarter ending September 30, 2013 Credit Rating Industry Group Market Sector Asset Class Security Type 234 ATTACHMENT 9 BLANK STAMP Portfolio Sales Tax Revenue Capitalized Interest Fund for quarter ending September 30, 2013 Credit Rating Industry Group Market Sector Asset Class Security Type 235 ATTACHMENT 10 BLANK Month End Market Value ($)* Month End Book Value ($) Paper Gain or Loss ($) Paper Gain or Loss (%) Book Yield (%) Yrs to Maturity Modified Duration September 4,667,700,837.97 4,676,504,716.51 (8,803,878.54) (0.19) 0.38 1.37 1.34 August 5,126,815,145.73 5,143,739,370.71 (16,924,224.98) (0.33) 0.38 1.31 1.28 July 5,056,902,977.23 5,068,151,243.56 (11,248,266.33) (0.22) 0.37 1.32 1.30 June 4,955,274,812.46 4,969,751,125.22 (14,476,312.76) (0.29) 0.39 1.41 1.39 May 4,972,954,339.95 4,974,590,624.04 (1,636,284.09) (0.03) 0.38 1.31 1.29 April 5,582,276,144.63 5,577,075,042.55 5,201,102.08 0.09 0.37 1.20 1.18 County of Riverside Treasurer’s Pooled Investment Fund “Same Great Taste, Just Less Filling” For all of our regular readers of the Treasurer’s Com- mentary, you will note a difference in format going forward as we conclude the first quarter of the new fiscal year. We will now produce the commentary por- tion on the front page every three months beginning in September and following up with December, March and June. We understand that many eagerly await our epi- grammatic writings on economics, and we will continue that in the same vein, but just four times a year. The regular monthly content and financial reporting will remain the same. It’s hard to believe that this month marks the fifth anni- versary of the Lehman Brothers tumble into bankruptcy and subsequent stock market crash as investors lost confidence in the equity markets and questioned the viability of America’s financial system. Lehman was one of the oldest, largest and most respected investment banks in the world but wasn’t the only financial institu- tion drowning in bad bets on toxic, mortgage-backed securities. Unlike other firms, namely banks, Lehman wasn’t covered by the FDIC, therefore despite the ef- forts of the U.S. Treasury and the Federal Reserve, there was no way to save them through the methods deployed to sell Bear Stearns to JPMorgan Chase earlier that year which protected bond and equity holders. Until Lehman's bankruptcy, the federal government had intervened when other large financial institutions were in fiscal danger. In addition to the Fed engineered sale of Bear Stearns, mortgage giants Fannie Mae and Fred- die Mac were placed into conservatorship under the Federal Housing Finance Agency (FHFA) after they sustained billions of dollars in loan losses from defaults by homeowners. The Lehman bankruptcy, however, was the turning point that really sparked the global financial crisis, triggered by the collapse of the housing bubble. The rest of the story plays out like a made for Holly- wood movie with market meltdowns and a full-blown liquidity crisis once thought unconscionable in the U.S. Near unrestrained financial panic, the Fed and the Treas- ury fought desperately to avoid a total collapse of the American financial system. Contrary to criticism of Wall Street cronyism, they overwhelmingly did it out of a sincere belief that ending the panic would be critical to rebuilding the full faith and credit in the U.S.A., and abroad. To their acknowledgement they succeeded at stemming potentially the worst financial disaster in history, although we continue to bear the side effects to this day. To no surprise, the FOMC chose not to begin tapering its open market purchases at their regularly scheduled meeting of September 17-18 stating, “Taking into ac- count the extent of federal fiscal retrenchment, the Com- mittee sees the improvement in economic activity and labor market conditions since it began its asset purchase program a year ago as consistent with growing underly- ing strength in the broader economy. However, the Committee decided to await more evidence that progress will be sustained before adjusting the pace of its pur- chases. Accordingly, the Committee decided to continue purchasing additional agency mortgage-backed securi- ties at a pace of $40 billion per month and longer-term Treasury securities at a pace of $45 billion per month.” In other words, the Fed sees the same mixed messages the rest of us see and with the debt ceiling debate just around the corner, we’re sure they don’t want to rock the boat. Stay tuned for an interesting ride over the next month as the mudslinging in Washington will surely make headline news. Don Kent Treasurer-Tax Collector RIVERSIDE COUNTY TREASURER’S POOLED INVESTMENT FUND IS CURRENTLY RATED: Aaa-bf BY MOODY’S INVESTOR’S SERVICE AND AAA/V1 BY FITCH RATINGS The Treasurer's Pooled Investment Fund is comprised of the County, Schools, Special Districts, and other Discretionary Depositors. 2 0 1 3September Capital Markets Team Investment Objectives  Don Kent Treasurer-Tax Collector Jon Christensen Asst. Treasurer-Tax Collector Giovane Pizano Investment Manager Erika Clark Asst. Investment Manager The primary objective of the treasurer shall be to safeguard the principal of the funds under the treasurer's control, meet the liquidi- ty needs of the depositor, and achieve a return on the funds under his or her control. ATTACHMENT 11 236 Release Date Indicator Consensus Actual 10/4/2013 184,000 n.a. 10/4/2013 7.3%n.a. 9/25/2013 -7.3%0.1% 9/26/2013 2.7%2.5% 9/24/2013 80.0 79.7 10/3/2013 0.3%n.a. 9/17/2013 0.1%0.1%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. Nymex Crude 102.33$ (5.32)$ Gold (USD/OZ)1,328.94$ (66.21)$ Value Change Dow Jones (DJIA) 15,129.67 319.36 S&P 500 Index 1,681.55 48.58 NASDAQ (NDX)3,771.48 181.61 Fed Move 10/30/2013 12/18/2013 Decrease to 0.00% 58.0%58.0% Increase to 0.25% 42.0%42.0% Increase to 0.50% 0.0%0.0% Increase to 0.75% 0.0%0.0% Increase to 1%0.0%0.0% Current Fed Funds Rate: 0-0.25% Probability for FOMC Dates: Current Market Data Economic Indicators  Stock Indices Commodities  Fed Funds Target Rate RIVERSIDE COUNTY TREASURER-TAX COLLECTOR 2 US Treasury Curve (M/M) 237 Fund Symbol 7 Day Yield Fidelity Prime Institutional MMF FIPXX 0.05% Federated Prime Obligations Fund POIXX 0.03% Wells Fargo Advantage Heritage WFJXX 0.07% Morgan Stanley Institutional Prime Liquidity Fund MPFXX 0.06% AAA Rated Prime Institutional Money-Market Funds 0.42%0.43% 0.32%0.37%0.38% 0.38%0.37%0.38%0.39%0.37%0.38% 0.38% 0.17% 0.16%0.14%0.11%0.12%0.11% 0.10%0.08%0.07% 0.06%0.06%0.05% 0.00% 0.20% 0.40% 0.60% 0.80% 1.00% Sep-12 Nov-12 Jan-13 Mar-13 May-13 Jul-13 Sep-13 Pool Yield TIMMI 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 months. 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 five AAA rated prime institutional money market funds. Similar to the Treas- urer’s Office, prime money market funds invest in a diversified portfolio of U.S. dollar denominated money market instruments in- cluding U.S. Treasuries, government agencies, commercial paper, certificates of deposits, repurchase agreements, etc. TIMMI is cur- rently comprised of the five multi billion dollar funds listed below. TIMMI RIVERSIDE COUNTY TREASURER-TAX COLLECTOR 3 Cash Flows Month Monthly Receipts Monthly Disbursements Difference Required Matured Investments Balance Actual Investments Maturing Available to Invest > 1 Year 10/2013 293.40 10/2013 665.00 801.26 (136.26) 157.14 1,165.00 11/2013 862.54 710.00 152.54 309.68 69.60 12/2013 1,539.11 813.41 725.70 1,035.38 95.10 01/2014 676.58 1,293.98 (617.40)417.98 340.00 02/2014 560.00 820.00 (260.00)157.98 130.00 03/2014 839.70 820.45 19.25 177.23 65.00 04/2014 1,320.00 738.06 581.94 759.17 82.11 05/2014 550.00 1,190.04 (640.04)119.13 412.35 06/2014 542.82 1,124.81 (581.99) 462.86 - 287.00 07/2014 1,000.00 950.00 50.00 50.00 121.70 08/2014 600.00 725.41 (125.41) 75.41 - 175.00 9/2014 700.00 830.00 (130.00) 130.00 0.00 65.00 TOTALS 9,855.75 10,817.42 (831.67) 462.86 3,477.09 3,007.86 4,213.64 9.90%64.32% 90.10% * All values reported in millions ($). 238 Asset Allocation RIVERSIDE COUNTY TREASURER-TAX COLLECTOR 4 380,000.00 100.00% 0.06% .003 .003 310,000.00 100.00% 0.15% .003 .003 485.00 100.00% 0.89% 6.712 6.712 165,000.00 100.09% 0.23% .726 .726 75,000.00 100.13% 0.17% .521 .521 327,725.00 100.04% 0.58% .980 1.418 981,779.00 99.28% 0.70% 1.189 3.248 27,000.00 10 0 .13 % 0 .18 % .7 12 .7 12 1,111,3 2 5 .7 1 99.77% 0.44% 1.007 1.670 381,345.00 100.08% 0.29% .825 .852 75,000.00 100.08% 0.14% .611 .611 187,568.00 100.02% 0.28% .827 1.068 58,515.00 100.00% 0.46% 1.302 1.302 447,000.00 100.00% 0.10% .110 .110 95,000.00 100.00% 0.14% .152 .152 4,676,742.71 99.81% 0.38% .737 1.369 Mkt/ Sch Book NCDS 95,000.00 95,000.00 MUNI BONDS 58,515.00 58,515.00 187,546.99 327,751.21 16 5 ,16 1.15 WAL (Yr) Mat (Yr) MMKT 380,000.00 380,000.00 Assets (000's) Scheduled Par YieldScheduled Book Scheduled Market Totals (000's): 4,676,504.72 4,667,700.84 COMM PAPER 446,893.76 446,904.58 187,582.76 381,238.29 381,559.40 74,918.98 74,976.45 74,982.5074,887.86 26,951.81 26,986.40 1,111,3 5 5 .4 5 .003 310,000.00 310,000.00 54,000.00 0.41% .003 165,012.50 327,613.51 485.00 975,000.89 485.00 100.00% FARMER MAC FFCB BONDS FMAC DISC NOTES FHLB DISC NOTES FHLB BONDS FNMA BONDS 1,10 8 ,7 9 5 .4 9 982,085.56 DDA/PASSBK CALTRUST FND 54,000.00 54,000.00 FHLMC DISC NOTES FHLMC BONDS LOCAL AGCY OBLIG US TREAS BONDS 239 Maturity Distribution RIVERSIDE COUNTY 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 380,000.00 - - - - - 380,000.00 CALTRUST FND 54,000.00 - - - - - 54,000.00 DDA/PASSBK 310,000.00 - - - - - 310,000.00 LOCAL AGCY OBLIG - - - - - 485.00 485.00 US TREAS BONDS - - 165,000.00 - - - 165,000.00 FHLMC DISC NOTES - - 75,000.00 - - - 75,000.00 FHLMC BONDS - 30,100.00 107,000.00 75,000.00 101,000.00 14,625.00 327,725.00 FNMA BONDS - 40,000.00 20,000.00 26,850.00 240,525.00 654,404.00 981,779.00 FHLB DISC NOTES - - 27,000.00 - - - 27,000.00 FHLB BONDS 19,000.00 56,000.00 685,700.00 50,000.00 10,000.00 290,625.71 1,111,325.71 FFCB BONDS 5,000.00 35,000.00 236,345.00 90,000.00 15,000.00 - 381,345.00 FMAC DISC NOTES - - 75,000.00 - - - 75,000.00 FARMER MAC - - 120,000.00 52,568.00 5,000.00 10,000.00 187,568.00 MUNI BONDS - 3,595.00 22,105.00 11,355.00 21,460.00 - 58,515.00 COMM PAPER 300,000.00 47,000.00 100,000.00 - - - 447,000.00 NCDS 50,000.00 - 45,000.00 - - - 95,000.00 Totals (000's):1,118,000.00 211,695.00 1,678,150.00 305,773.00 392,985.00 970,139.71 4,676,742.71 %23.91% 4.53% 35.88% 6.54% 8.40% 20.74% Cumulative %23.91% 28.43% 64.31% 70.85% 79.26% 100.00% 240 Credit Quality MKT/Book 3,757,925.79 100.02% 0.14% 49,998.50 49,954.95 99.91% 0.22% 0.43% 0.26% 0.38% NR 100.02% 0.19% Yield Aaa Moody (000's)Par Book Market Aa 50,000.00 Aa2 3,766,809.94 Totals (000's): Aa3 203,930.30 572,950.97 204,000.00 100.00% 3,766,874.71 70,745.00 99.76% 100.00% 70,745.00 12,070.00 12,070.00 12,070.00 0.54% 4,676,504.72 4,667,700.84 Aa1 70,745.00 203,960.89 573,044.21 99.81%4,676,742.71 573,053.00 MOODY’S S & P S&P (000's) AAA AA+2,926,619.71 2,926,034.66 AA AA-295,000.00 294,930.30 NR Totals (000's):0.38% 99.69% 573,053.00 572,950.97 0.14% 0.19%100.02% 16,070.00 16,070.00 16,070.00 573,044.21 294,960.89 100.01% 4,676,742.71 4,676,504.72 4,667,700.84 99.81% Par Book Market MKT/Book Yield 866,588.39866,518.78866,000.00 2,917,037.35 100.00% 0.48% 0.26%100.01% 0.54% RIVERSIDE COUNTY TREASURER-TAX COLLECTOR 6 241 Description Maturity Date Coupon Par Value Book Value Market Price Market Value Unrealized Gain/Loss CALTRUST HERITAGE 10/01/2013 .073 150,000,000.00 150,000,000.00 100.000000 150,000,000.00 0.00 FIDELITY PRIME 10/01/2013 .054 150,000,000.00 150,000,000.00 100.000000 150,000,000.00 0.00 FEDERATED PRIME 10/01/2013 .032 5,000,000.00 5,000,000.00 100.000000 5,000,000.00 0.00 MORGAN STANLEY 10/01/2013 .057 75,000,000.00 75,000,000.00 100.000000 75,000,000.00 0.00 .062 380,000,000.00 380,000,000.00 100.000000 380,000,000.00 0.00 CALTRUST SHT TERM 10/01/2013 .408 54,000,000.00 54,000,000.00 100.000000 54,000,000.00 0.00 .408 54,000,000.00 54,000,000.00 100.000000 54,000,000.00 0.00 UB MANAGED RATE 10/01/2013 .080 200,000,000.00 200,000,000.00 100.000000 200,000,000.00 0.00 BANK OF THE WEST 10/01/2013 .277 110,000,000.00 110,000,000.00 100.000000 110,000,000.00 0.00 .150 310,000,000.00 310,000,000.00 100.000000 310,000,000.00 0.00 US DIST COURTHOUSE 06/15/2020 .890 485,000.00 485,000.00 100.000000 485,000.00 0.00 .890 485,000.00 485,000.00 100.000000 485,000.00 0.00 U.S. TREASURY BOND 05/31/2014 .250 20,000,000.00 19,998,437.50 100.109000 20,021,800.00 23,362.50 U.S. TREASURY BOND 06/30/2014 .250 20,000,000.00 20,002,343.75 100.113000 20,022,600.00 20,256.25 U.S. TREASURY BOND 05/31/2014 .250 25,000,000.00 25,007,812.50 100.109000 25,027,250.00 19,437.50 U.S. TREASURY BOND 06/30/2014 .250 25,000,000.00 25,005,859.38 100.113000 25,028,250.00 22,390.62 U.S. TREASURY BOND 06/30/2014 .250 25,000,000.00 25,004,882.81 100.113000 25,028,250.00 23,367.19 U.S. TREASURY BOND 05/31/2014 .250 25,000,000.00 25,006,835.94 100.109000 25,027,250.00 20,414.06 U.S. TREASURY BOND 07/31/2014 .125 25,000,000.00 24,986,328.13 100.023000 25,005,750.00 19,421.87 .231 165,000,000.00 165,012,500.01 100.097667 165,161,150.00 148,649.99 FHLMC DISC NOTE 01/14/2014 .160 25,000,000.00 24,965,777.78 99.994000 24,998,500.00 32,722.22 FHLMC DISC NOTE 05/20/2014 .170 50,000,000.00 49,922,083.33 99.968000 49,984,000.00 61,916.67 .167 75,000,000.00 74,887,861.11 99.976667 74,982,500.00 94,638.89 FHLMC 3.5YrNc6MoE 03/03/2014 1.250 5,000,000.00 5,000,000.00 100.430000 5,021,500.00 21,500.00 FHLMC 3Yr 02/25/2014 1.375 5,000,000.00 5,000,000.00 100.518000 5,025,900.00 25,900.00 FHLMC 3Yr 02/25/2014 1.375 10,000,000.00 9,973,100.00 100.518000 10,051,800.00 78,700.00 FHLMC 3Yr 04/29/2014 1.350 5,000,000.00 5,027,800.00 100.717000 5,035,850.00 8,050.00 FHLMC 2Yr 11/27/2013 .375 10,000,000.00 9,958,700.00 100.046000 10,004,600.00 45,900.00 FHLMC 2Yr 12/23/2013 .625 10,000,000.00 9,999,800.00 100.117000 10,011,700.00 11,900.00 FHLMC 3.5YrNc2YrE 06/30/2015 1.000 5,000,000.00 5,000,000.00 100.216000 5,010,800.00 10,800.00 FHLMC 3.5YrNc2YrE 06/30/2015 1.000 5,000,000.00 5,000,000.00 100.194000 5,009,700.00 9,700.00 FHLMC 2Yr 02/27/2014 .375 10,000,000.00 9,996,000.00 100.120000 10,012,000.00 16,000.00 FHLMC 3YrNc2YrE 02/24/2015 .500 5,000,000.00 4,988,000.00 100.108000 5,005,400.00 17,400.00 FHLMC 3YrNc2YrE 02/27/2015 .550 5,000,000.00 4,993,500.00 100.029000 5,001,450.00 7,950.00 FHLMC 2Yr 03/21/2014 .300 10,000,000.00 9,984,000.00 100.120000 10,012,000.00 28,000.00 FHLMC 3YrNc2YrE 03/06/2015 .625 5,000,000.00 5,000,000.00 100.216000 5,010,800.00 10,800.00 FHLMC 3YrNc2YrE 03/06/2015 .625 5,000,000.00 5,000,000.00 100.216000 5,010,800.00 10,800.00 FHLMC 3YrNc2YrE 03/12/2015 .650 10,000,000.00 10,000,000.00 100.235000 10,023,500.00 23,500.00 FHLMC 3YrNc2YrE 03/06/2015 .625 5,000,000.00 4,999,500.00 100.216000 5,010,800.00 11,300.00 FHLMC 2Yr 04/28/2014 .375 5,000,000.00 4,994,400.00 100.153000 5,007,650.00 13,250.00 FHLMC 2.16Yr 04/28/2014 .375 5,000,000.00 4,991,050.00 100.153000 5,007,650.00 16,600.00 FHLMC 3Yr 01/30/2015 .650 5,000,000.00 4,998,250.00 100.170000 5,008,500.00 10,250.00 FHLMC 3.5YrNc2YrB 09/28/2015 .900 5,000,000.00 5,000,000.00 100.363000 5,018,150.00 18,150.00 FHLMC 2Yr 04/28/2014 .375 10,000,000.00 9,972,500.00 100.153000 10,015,300.00 42,800.00 FHLMC 2Yr 04/28/2014 .375 5,000,000.00 4,993,250.00 100.153000 5,007,650.00 14,400.00 FHLMC 2Yr 04/28/2014 .375 5,000,000.00 4,992,015.05 100.153000 5,007,650.00 15,634.95 FHLMC 2Yr 04/28/2014 .375 12,000,000.00 11,984,880.00 100.153000 12,018,360.00 33,480.00 FHLMC 2Yr 03/21/2014 .300 10,000,000.00 9,992,000.00 100.120000 10,012,000.00 20,000.00 FHLMC 2Yr 02/27/2014 .375 10,000,000.00 10,011,600.00 100.120000 10,012,000.00 400.00 FHLMC 14 Mo 12/23/2013 .625 10,100,000.00 10,146,965.00 100.117000 10,111,817.00 -35,148.00 FHLMC 4Yr 11/01/2016 .625 10,000,000.00 9,991,200.00 99.516000 9,951,600.00 -39,600.00 FHLMC 2YrNc1YrE 11/26/2014 .350 5,000,000.00 5,000,000.00 100.030000 5,001,500.00 1,500.00 FHLMC 2YrNc1YrE 11/26/2014 .350 5,000,000.00 5,000,000.00 100.030000 5,001,500.00 1,500.00 FHLMC 3YrNc1YrE 11/27/2015 .500 5,000,000.00 5,000,000.00 99.907000 4,995,350.00 -4,650.00 FHLMC 3YrNc1YrE 11/27/2015 .500 5,000,000.00 5,000,000.00 99.907000 4,995,350.00 -4,650.00 FHLMC 2Yr 12/03/2014 .320 5,000,000.00 5,000,000.00 100.122000 5,006,100.00 6,100.00 FHLMC 3YrNc1YrB 01/15/2016 .500 5,000,000.00 5,000,000.00 99.790000 4,989,500.00 -10,500.00 FHLMC 3YrNc2YrB 01/28/2016 .500 5,000,000.00 5,000,000.00 99.697000 4,984,850.00 -15,150.00 FHLMC 3YrNc2YrB 01/28/2016 .500 5,000,000.00 5,000,000.00 99.697000 4,984,850.00 -15,150.00 FHLMC 3YrNc2YrE 01/28/2016 .500 5,000,000.00 5,000,000.00 99.697000 4,984,850.00 -15,150.00 FHLMC 3YrNc2YrB 01/28/2016 .500 5,000,000.00 5,000,000.00 99.697000 4,984,850.00 -15,150.00 FHLMC 3YrNc2YrB 01/28/2016 .500 5,000,000.00 5,000,000.00 99.697000 4,984,850.00 -15,150.00 FHLMC 3YrNc2YrB 01/28/2016 .500 10,000,000.00 9,998,000.00 99.697000 9,969,700.00 -28,300.00 FHLMC 3YrNc2YrE 01/28/2016 .500 6,000,000.00 5,998,800.00 99.697000 5,981,820.00 -16,980.00 FHLMC 3YrNc1YrE 01/15/2016 .450 5,000,000.00 5,000,000.00 99.728000 4,986,400.00 -13,600.00 FHLMC 4Yr 11/01/2016 .625 4,625,000.00 4,629,301.25 99.516000 4,602,615.00 -26,686.25 FHLMC 3YrNc6MoB 03/28/2016 .600 5,000,000.00 5,000,000.00 99.586000 4,979,300.00 -20,700.00 FHLMC 3.5YrNc3MoB 09/14/2016 .650 5,000,000.00 5,000,000.00 99.526000 4,976,300.00 -23,700.00 FHLMC 2.5YrNc3MoB 09/14/2015 .500 5,000,000.00 5,000,000.00 100.076000 5,003,800.00 3,800.00 FHLMC 3YrNc3MoB 09/14/2016 .650 5,000,000.00 4,999,000.00 99.526000 4,976,300.00 -22,700.00 FHLMC 3.5YrNc3MoB 09/14/2016 .650 5,000,000.00 5,000,000.00 99.526000 4,976,300.00 -23,700.00 FHLMC 3Yr 05/13/2016 .500 10,000,000.00 9,999,900.00 99.741000 9,974,100.00 -25,800.00 FHLMC 3Yr 05/13/2016 .500 5,000,000.00 5,000,000.00 99.741000 4,987,050.00 -12,950.00 FHLMC 3Yr 05/13/2016 .500 5,000,000.00 5,000,000.00 99.741000 4,987,050.00 -12,950.00 .573 327,725,000.00 327,613,511.30 100.007998 327,751,212.00 137,700.70 FNMA 3.25YrNc6MoE 12/17/2013 1.125 5,000,000.00 4,997,500.00 100.220000 5,011,000.00 13,500.00 FNMA 3.5YrNc6MoE 03/21/2014 1.350 5,000,000.00 5,000,000.00 100.596000 5,029,800.00 29,800.00 .890 3.392 6.712 US TREAS BONDS 912828SW1 .255 .665 .666 LAO .890 3.392 6.712 912828TA8 .243 .748 .748 912828SW1 .229 .665 .666 .150 .003 .003 LOCAL AGCY OBLIG 912828TA8 .235 .748 .748 CASH .080 .003 .003 MMDA .277 .003 .003 912828TA8 .237 .748 .748 .408 .003 .003 DDA/PASSBK 912828SW1 .230 .665 .666 CALTRUST FND CLTR .408 .003 .003 912828TF7 .172 .832 .833 MPFXX .057 .003 .003 .062 .003 .003 .227 .726 .726 FIPXX .054 .003 .003 POIXX .032 .003 .003 FHLMC DISC NOTES MMKT WFJXX .073 .003 .003 313397RU7 .160 .290 .290 313397XA4 .170 CUSIP Month End Portfolio Holdings Maturity To Mat Modified Duration Years To Maturity Fund: 1 POOL FUND .634 .636 .167 .519 .521 FHLMC BONDS 3134G1SG0 1.250 .419 .422 3137EACR8 1.375 .402 .405 3137EACR8 1.465 .402 .405 3134G2CL4 1.160 .574 .578 3137EACZ0 .580 .158 .159 3134G3BF6 .626 .229 .230 3134G3EB2 1.000 1.726 1.748 3134G3EN6 1.000 1.726 1.748 3134G3LA6 .394 .410 .411 3134G3NL0 .581 1.392 1.403 3134G3PD6 .594 1.400 1.411 3134G3NS5 .378 .470 .471 3134G3QW3 .625 1.424 1.430 3134G3QW3 .625 1.424 1.430 3134G3RP7 .650 1.440 1.447 3134G3QW3 .628 1.424 1.430 3134G3SB7 .427 .576 .575 3134G3SB7 .460 .576 .575 3134G3JX9 .662 1.324 1.334 3134G3TL4 .900 1.972 1.995 3134G3SB7 .509 .575 .575 3134G3SB7 .440 .576 .575 3134G3SB7 .452 .576 .575 3134G3SB7 .437 .576 .575 3134G3NS5 .345 .470 .471 3134G3LA6 .303 .410 .411 3134G3BF6 .233 .230 .230 3134G3S50 .647 3.044 3.090 3134G3W71 .350 1.151 1.156 3134G3W71 .350 1.151 1.156 3134G3Y20 .500 2.141 2.159 3134G3Y20 .500 2.141 2.159 3134G32E9 .320 1.171 1.175 3134G33X6 .500 2.274 2.293 3134G34B3 .500 2.310 2.329 3134G34B3 .500 2.310 2.329 3134G34B3 .500 2.310 2.329 3134G34B3 .500 2.310 2.329 3134G34B3 .500 2.310 2.329 3134G34B3 .507 2.309 2.329 3134G34B3 .507 2.309 2.329 3134G33R9 .450 2.275 2.293 3134G3S50 .600 3.044 3.090 3134G36A3 .600 2.472 2.493 3134G36J4 .650 2.922 2.959 3134G36M7 .500 1.943 1.956 3134G36J4 .656 2.922 2.959 3134G36J4 .650 2.922 2.959 3137EADQ9 .500 2.594 2.619 3137EADQ9 .500 2.594 2.619 3137EADQ9 .500 2.594 2.619 .583 1.404 1.416 FNMA BONDS 3136FPEX1 1.141 .212 .214 31398A3R1 1.350 .468 .471 RIVERISIDE COUNTY TREASURER-TAX COLLECTOR 7242 Description Maturity Date Coupon Par Value Book Value Market Price Market Value Unrealized Gain/Loss CUSIP Month End Portfolio Holdings Maturity To Mat Modified Duration Years To Maturity FNMA 3YrNc6MoE 11/19/2013 .800 10,000,000.00 10,000,000.00 100.080000 10,008,000.00 8,000.00 FNMA 3YrNc6MoE 11/19/2013 .800 5,000,000.00 5,000,000.00 100.080000 5,004,000.00 4,000.00 FNMA 5Yr 02/04/2016 .296 10,000,000.00 9,990,000.00 100.195000 10,019,500.00 29,500.00 FNMA 4Yr 03/14/2014 1.250 5,000,000.00 4,996,000.00 100.528000 5,026,400.00 30,400.00 FNMA 3Yr 12/18/2013 .750 5,000,000.00 4,941,950.00 100.150000 5,007,500.00 65,550.00 FNMA 5Yr 03/13/2014 2.750 10,000,000.00 10,454,500.00 101.199000 10,119,900.00 -334,600.00 FNMA 3Yr 11/19/2013 .800 5,000,000.00 4,991,250.00 100.080000 5,004,000.00 12,750.00 FNMA 3Yr 12/18/2013 .750 10,000,000.00 10,063,305.58 100.150000 10,015,000.00 -48,305.58 FNMA 3YrNc2YrE 12/05/2014 .850 5,000,000.00 5,000,000.00 100.099000 5,004,950.00 4,950.00 FNMA 3YrNc2YrE 12/23/2014 .825 5,000,000.00 5,000,000.00 100.121000 5,006,050.00 6,050.00 FNMA 3YrNc2YrE 12/23/2014 .825 5,000,000.00 5,000,000.00 100.121000 5,006,050.00 6,050.00 FNMA 5YrNc1YrB 06/28/2017 .750 5,000,000.00 5,000,000.00 99.037000 4,951,850.00 -48,150.00 FNMA 5YrNc1YrB 07/26/2017 .875 5,000,000.00 5,000,000.00 99.414000 4,970,700.00 -29,300.00 FNMA 5YrNc1YrB 07/10/2017 .850 4,980,000.00 4,980,000.00 99.188000 4,939,562.40 -40,437.60 FNMA 5YrNc1YrB 07/26/2017 1.150 5,000,000.00 5,000,000.00 99.333000 4,966,650.00 -33,350.00 FNMA 5YrNc2YrB 07/25/2017 .750 10,000,000.00 10,000,000.00 100.304000 10,030,400.00 30,400.00 FNMA 5YrNc1YrB 07/26/2017 .875 10,000,000.00 10,000,000.00 99.414000 9,941,400.00 -58,600.00 FNMA 5YrNc1YrB 07/26/2017 .875 5,000,000.00 5,000,000.00 99.414000 4,970,700.00 -29,300.00 FNMA 5YrNc1YrB 08/15/2017 .750 5,000,000.00 5,000,000.00 99.305000 4,965,250.00 -34,750.00 FNMA 5YrNc1YrB 08/14/2017 .625 5,000,000.00 5,000,000.00 99.542000 4,977,100.00 -22,900.00 FNMA 5YrNc1YrB 08/16/2017 .750 5,000,000.00 5,000,000.00 99.379000 4,968,950.00 -31,050.00 FNMA 5YrNc1YrB 08/14/2017 .625 10,000,000.00 9,995,000.00 98.812000 9,881,200.00 -113,800.00 FNMA 5YrNc1YrB 08/28/2017 .880 10,000,000.00 10,000,000.00 98.774000 9,877,400.00 -122,600.00 FNMA 5YrNc1YrB 09/20/2017 .750 5,000,000.00 5,000,000.00 98.358000 4,917,900.00 -82,100.00 FNMA 5YrNc1YrB 09/20/2017 .750 10,000,000.00 10,000,000.00 98.358000 9,835,800.00 -164,200.00 FNMA 5YrNc1YrB 09/20/2017 .700 5,000,000.00 5,000,000.00 99.464000 4,973,200.00 -26,800.00 FNMA 5YrNc1YrB 09/27/2017 .700 5,000,000.00 5,000,000.00 99.575000 4,978,750.00 -21,250.00 FNMA 5YrNc1YrB 09/27/2017 .700 5,000,000.00 5,000,000.00 99.575000 4,978,750.00 -21,250.00 FNMA 5YrNc1YrB 09/20/2017 .700 5,000,000.00 5,000,000.00 99.464000 4,973,200.00 -26,800.00 FNMA 5YrNc1YrB 11/08/2017 .700 10,000,000.00 10,000,000.00 99.208000 9,920,800.00 -79,200.00 FNMA 3YrNc1YrE 10/22/2015 .500 5,000,000.00 5,001,562.50 100.021000 5,001,050.00 -512.50 FNMA 3YrNc2YrE 11/06/2015 .500 10,000,000.00 10,000,000.00 99.979000 9,997,900.00 -2,100.00 FNMA 3YrNc2YrE 11/25/2015 .480 10,000,000.00 10,000,000.00 99.939000 9,993,900.00 -6,100.00 FNMA 3YrNc1YrE 11/27/2015 .500 5,000,000.00 5,000,000.00 99.957000 4,997,850.00 -2,150.00 FNMA 3.5YrNc2YrE 05/26/2016 .550 5,000,000.00 5,000,000.00 99.573000 4,978,650.00 -21,350.00 FNMA 4YrNc1YrB 11/07/2016 .400 5,000,000.00 5,000,000.00 99.770000 4,988,500.00 -11,500.00 FNMA 5YrNc6MoB 11/07/2017 .600 5,250,000.00 5,250,000.00 98.871000 5,190,727.50 -59,272.50 FNMA 3YrNc1YrE 11/27/2015 .500 5,000,000.00 5,000,000.00 99.957000 4,997,850.00 -2,150.00 FNMA 5YrNc1YrB 12/18/2017 .750 10,000,000.00 10,000,000.00 99.022000 9,902,200.00 -97,800.00 FNMA 3YrNc1YrE 11/06/2015 .500 5,000,000.00 5,000,000.00 99.979000 4,998,950.00 -1,050.00 FNMA 5YrNc1YrB 12/13/2017 .800 5,000,000.00 5,000,000.00 99.086000 4,954,300.00 -45,700.00 FNMA 5YrNc1YrB 12/18/2017 .750 8,752,000.00 8,752,000.00 99.022000 8,666,405.44 -85,594.56 FNMA 5YrNc1YrB 12/13/2017 .650 5,000,000.00 5,000,000.00 98.619000 4,930,950.00 -69,050.00 FNMA 3YrNc1YrB 12/24/2015 .520 5,000,000.00 5,000,000.00 99.860000 4,993,000.00 -7,000.00 FNMA 3YrNc1YrB 12/24/2015 .450 5,000,000.00 5,000,000.00 99.778000 4,988,900.00 -11,100.00 FNMA 3YrNc1YrB 12/24/2015 .450 10,000,000.00 10,000,000.00 99.778000 9,977,800.00 -22,200.00 FNMA 3YrNc1YrB 12/24/2015 .450 10,000,000.00 9,998,000.00 99.778000 9,977,800.00 -20,200.00 FNMA 3YrNc1YrB 12/24/2015 .450 10,000,000.00 10,000,000.00 99.778000 9,977,800.00 -22,200.00 FNMA 5YrNc1YrB 12/26/2017 .750 10,000,000.00 10,000,000.00 98.319000 9,831,900.00 -168,100.00 FNMA 3YrNc1YrB 12/24/2015 .450 5,000,000.00 5,000,000.00 99.778000 4,988,900.00 -11,100.00 FNMA 2.5YrNc1YrB 06/24/2015 .400 11,850,000.00 11,848,815.00 100.038000 11,854,503.00 5,688.00 FNMA 3YrNc1YrB 12/24/2015 .450 5,000,000.00 5,000,000.00 99.778000 4,988,900.00 -11,100.00 FNMA 3YrNc1YrB 12/24/2015 .450 10,000,000.00 10,000,000.00 99.778000 9,977,800.00 -22,200.00 FNMA 3YrNc1YrB 12/24/2015 .450 10,000,000.00 10,000,000.00 99.778000 9,977,800.00 -22,200.00 FNMA 5YrNc1YrB 12/27/2017 .625 5,000,000.00 5,000,000.00 98.455000 4,922,750.00 -77,250.00 FNMA 5YrNc1YrB 12/13/2017 .800 5,000,000.00 5,000,000.00 99.086000 4,954,300.00 -45,700.00 FNMA 5YrNc1YrB 12/26/2017 .650 8,750,000.00 8,750,000.00 98.997000 8,662,237.50 -87,762.50 FNMA 3YrNc1YrB 12/30/2015 .450 10,000,000.00 10,000,000.00 99.867000 9,986,700.00 -13,300.00 FNMA 5YrNc1YrB 12/26/2017 .700 10,000,000.00 10,000,000.00 99.228000 9,922,800.00 -77,200.00 FNMA 3YrNc1YrB 12/24/2015 .450 10,000,000.00 10,000,000.00 99.778000 9,977,800.00 -22,200.00 FNMA 5YrNc1YrB 01/30/2018 .750 5,000,000.00 5,000,000.00 99.233000 4,961,650.00 -38,350.00 FNMA 5YrNc1YrB 01/30/2018 .700 5,000,000.00 5,000,000.00 98.471000 4,923,550.00 -76,450.00 FNMA 5YrNc6MoB 01/30/2018 .700 7,200,000.00 7,200,000.00 99.310000 7,150,320.00 -49,680.00 FNMA 3YrNc1YrB 01/29/2016 .480 5,000,000.00 4,999,000.00 99.730000 4,986,500.00 -12,500.00 FNMA 3YrNc6MoB 01/15/2016 .500 5,000,000.00 4,999,750.00 99.787000 4,989,350.00 -10,400.00 FNMA 5YrNc1YrB 01/29/2018 .800 10,000,000.00 10,000,000.00 99.170000 9,917,000.00 -83,000.00 FNMA 3YrNc1YrB 01/29/2016 .500 5,000,000.00 5,000,000.00 99.773000 4,988,650.00 -11,350.00 FNMA 5YrNc1YrB 01/30/2018 .700 10,000,000.00 10,000,000.00 98.811000 9,881,100.00 -118,900.00 FNMA 5YrNc1YrB 01/30/2018 .750 4,500,000.00 4,500,000.00 99.395000 4,472,775.00 -27,225.00 FNMA 5YrNc1YrB 01/30/2018 .700 10,000,000.00 10,000,000.00 99.272000 9,927,200.00 -72,800.00 FNMA 3YrNc6MoB 02/22/2016 .520 5,000,000.00 4,996,500.00 99.710000 4,985,500.00 -11,000.00 FNMA 3YrNc6MoB 02/22/2016 .520 5,000,000.00 4,995,000.00 99.710000 4,985,500.00 -9,500.00 FNMA 5YrNc1YrB 02/28/2018 .800 15,000,000.00 15,000,000.00 97.743000 14,661,450.00 -338,550.00 FNMA 5YrNc1YrB 02/28/2018 1.000 10,000,000.00 10,000,000.00 99.099000 9,909,900.00 -90,100.00 FNMA 5YrNc1YrB 02/28/2018 1.000 5,000,000.00 4,998,500.00 99.099000 4,954,950.00 -43,550.00 FNMA 5YrNc6MoB 02/28/2018 1.000 10,000,000.00 10,000,000.00 98.859000 9,885,900.00 -114,100.00 FNMA 5YrNc1YrB 02/20/2018 .800 5,000,000.00 4,993,750.00 99.190000 4,959,500.00 -34,250.00 FNMA 3YrNc1YrE 02/26/2016 .550 5,000,000.00 5,000,000.00 99.836000 4,991,800.00 -8,200.00 FNMA 5YrNc6MoB 02/28/2018 1.000 10,000,000.00 10,000,000.00 98.859000 9,885,900.00 -114,100.00 FNMA 3.5YrNc6MoB 08/26/2016 .700 10,000,000.00 10,000,000.00 99.665000 9,966,500.00 -33,500.00 FNMA 5YrNc6MoB 03/06/2018 1.000 10,000,000.00 10,000,000.00 98.784000 9,878,400.00 -121,600.00 FNMA 5YrNc6MoB 03/19/2018 1.000 5,000,000.00 4,998,750.00 98.747000 4,937,350.00 -61,400.00 FNMA 5YrNc6MoB 03/19/2018 1.000 10,000,000.00 10,000,000.00 98.747000 9,874,700.00 -125,300.00 FNMA 3.25YrNc6MoB 06/13/2016 .625 6,250,000.00 6,250,000.00 99.727000 6,232,937.50 -17,062.50 FNMA 5YrNc6MoB 03/19/2018 1.000 5,000,000.00 5,000,000.00 98.747000 4,937,350.00 -62,650.00 FNMA 5YrNc6MoB 03/27/2018 .500 5,000,000.00 5,000,000.00 98.970000 4,948,500.00 -51,500.00 FNMA 5YrNc1YrB 03/27/2018 .800 5,000,000.00 5,000,000.00 98.821000 4,941,050.00 -58,950.00 3136G0E64 .700 3.929 3.995 3136G0B59 .700 3.910 3.975 3136G0W49 .700 4.029 4.110 3135G0RX3 .500 2.141 2.159 3135G0RZ8 .550 2.628 2.655 3136G0Y21 .400 3.076 3.107 3135G0RS4 .500 2.082 2.101 3136G13S6 .800 4.115 4.205 3136G12F5 .750 4.134 4.219 3135G0SL8 .520 2.215 2.233 3135G0ST1 .450 2.217 2.233 3135G0ST1 .450 2.217 2.233 3135G0ST1 .457 2.217 2.233 3135G0ST1 .450 2.217 2.233 3136G14Q9 .750 4.157 4.241 3135G0ST1 .450 2.217 2.233 3135G0SQ7 .404 1.724 1.732 3135G0ST1 .450 2.217 2.233 3135G0ST1 .450 2.217 2.233 3135G0ST1 .450 2.217 2.233 3136G16J3 .625 4.173 4.244 3136G13S6 .800 4.115 4.205 3136G17E3 .650 4.167 4.241 3136G17A1 .450 2.234 2.249 3136G1A66 .700 4.162 4.241 3135G0ST1 .450 2.217 2.233 3136G1B40 .750 4.251 4.337 3136G1B32 .700 4.256 4.337 3136G1AQ2 .700 4.256 4.337 3135G0TH6 .487 2.313 2.332 3135G0TS2 .502 2.274 2.293 3136G1C56 .800 4.243 4.334 3135G0TT0 .500 2.312 2.332 3136G1AJ8 .700 4.256 4.337 3136G1AY5 .750 4.251 4.337 3136G1BF5 .700 4.256 4.337 3135G0UB7 .544 2.375 2.397 3135G0UB7 .554 2.375 2.397 3136G1D97 .800 4.328 4.416 3136G1DA4 1.000 4.307 4.416 3136G1DA4 1.006 4.306 4.416 3136G1DB2 1.000 4.307 4.416 3136G1CW7 .826 4.300 4.395 3135G0US0 .550 2.385 2.408 3136G1DB2 1.000 4.307 4.416 3136G1EX3 .700 2.869 2.907 3136G1ET2 1.000 4.323 4.433 3136G1FW4 1.005 4.359 4.468 3136G1FW4 1.000 4.359 4.468 3136G1FF1 .625 2.671 2.704 3136G1FW4 1.000 4.359 4.468 3136G1GS2 .500 4.436 4.490 3136G1GN3 .800 4.403 4.490 31398A5Z1 .800 .136 .137 31398A5Z1 .800 .136 .137 3136FP6X0 .336 2.333 2.348 31398A3K6 1.278 .449 .452 31398A5W8 1.194 .215 .216 31398AVZ2 1.128 .446 .449 31398A5Z1 .870 .136 .137 31398A5W8 .480 .216 .216 3135G0GC1 .850 1.169 1.181 3135G0GM9 .825 1.219 1.230 3135G0GM9 .825 1.219 1.230 3136G0MZ1 .750 3.679 3.745 3136G0RP8 .875 3.745 3.822 3136G0PU9 .850 3.707 3.778 3136G0RT0 1.150 3.722 3.822 3136G0RW3 .750 3.753 3.819 3136G0RP8 .875 3.745 3.822 3136G0RP8 .875 3.745 3.822 3136G0TZ4 .750 3.809 3.877 3136G0VZ1 .625 3.817 3.874 3136G0UX7 .750 3.812 3.879 3136G0VA6 .635 3.817 3.874 3136G0YU9 .880 3.848 3.912 3136G0A27 .750 3.906 3.975 3136G0A27 .750 3.906 3.975 3136G0B59 .700 3.910 3.975 3136G0E64 .700 3.929 3.995 3135G0QB2 .489 2.044 2.060 3135G0RS4 .500 2.082 2.101 3135G0RY1 .480 2.136 2.153 3136G03B5 .600 4.037 4.107 3135G0RX3 .500 2.141 2.159 3136G12F5 .750 4.134 4.219 3136G12D0 .650 4.131 4.205 RIVERISIDE COUNTY TREASURER-TAX COLLECTOR 8243 Description Maturity Date Coupon Par Value Book Value Market Price Market Value Unrealized Gain/Loss CUSIP Month End Portfolio Holdings Maturity To Mat Modified Duration Years To Maturity FNMA 3.5YrNc6MoB 09/27/2016 .625 5,500,000.00 5,498,350.00 99.451000 5,469,805.00 -28,545.00 FNMA 3.5YrNc6MoB 09/27/2016 .625 5,000,000.00 5,000,000.00 99.451000 4,972,550.00 -27,450.00 FNMA 5YrNc6MoB 03/19/2018 1.000 10,000,000.00 10,000,000.00 98.747000 9,874,700.00 -125,300.00 FNMA 5YrNc1YrB 03/28/2018 .850 5,000,000.00 5,000,000.00 98.676000 4,933,800.00 -66,200.00 FNMA 5YrNc1YrB 03/28/2018 .800 5,000,000.00 5,000,000.00 98.689000 4,934,450.00 -65,550.00 FNMA 5YrNc6MoB 03/20/2018 .750 5,000,000.00 4,996,250.00 99.000000 4,950,000.00 -46,250.00 FNMA 5YrNc1YrB 03/28/2018 .800 5,000,000.00 5,000,000.00 98.970000 4,948,500.00 -51,500.00 FNMA 3YrNc6MoB 09/26/2016 .650 5,000,000.00 5,000,000.00 99.628000 4,981,400.00 -18,600.00 FNMA 3.5YrNc6MoB 10/25/2016 .700 5,000,000.00 5,000,000.00 99.373000 4,968,650.00 -31,350.00 FNMA 3.5YrNc6MoB 10/25/2016 .700 5,000,000.00 5,000,000.00 99.373000 4,968,650.00 -31,350.00 FNMA 3.5YrNc6MoB 10/25/2016 .700 5,000,000.00 5,000,000.00 99.373000 4,968,650.00 -31,350.00 FNMA 3.5YrNc6MoB 10/25/2016 .700 10,000,000.00 10,000,000.00 99.373000 9,937,300.00 -62,700.00 FNMA 3.5YrNc6MoB 10/25/2016 .700 5,000,000.00 5,000,000.00 99.373000 4,968,650.00 -31,350.00 FNMA 3.5YrNc6MoB 10/25/2016 .700 10,000,000.00 10,000,000.00 99.373000 9,937,300.00 -62,700.00 FNMA 3.5YrNc6MoB 10/25/2016 .700 10,000,000.00 10,000,000.00 99.373000 9,937,300.00 -62,700.00 FNMA 5YrNc6MoC 04/24/2018 .800 10,000,000.00 10,000,000.00 98.334000 9,833,400.00 -166,600.00 FNMA 3YrNc6MoB 04/18/2016 .570 5,000,000.00 5,000,000.00 99.673000 4,983,650.00 -16,350.00 FNMA 3YrNc6MoB 04/18/2016 .570 5,000,000.00 4,999,500.00 99.673000 4,983,650.00 -15,850.00 FNMA 3.5YrNc6MoB 10/25/2016 .700 5,000,000.00 5,000,000.00 99.373000 4,968,650.00 -31,350.00 FNMA 5YrNc6MoC 04/16/2018 .750 10,000,000.00 10,000,000.00 98.290000 9,829,000.00 -171,000.00 FNMA 5YrNc6MoB 04/30/2018 .750 10,000,000.00 10,000,000.00 98.393000 9,839,300.00 -160,700.00 FNMA 3.5YrNc6MoB 10/25/2016 .625 5,000,000.00 5,000,000.00 99.300000 4,965,000.00 -35,000.00 FNMA 3.5YrNc6MoB 10/25/2016 .625 10,000,000.00 10,000,000.00 99.300000 9,930,000.00 -70,000.00 FNMA 3.5YrNc6MoB 10/25/2016 .625 10,000,000.00 10,000,000.00 99.300000 9,930,000.00 -70,000.00 FNMA 5YrNc1YrB 04/16/2018 .750 5,000,000.00 5,000,000.00 98.290000 4,914,500.00 -85,500.00 FNMA 3.5YrNc6MoB 10/25/2016 .625 20,000,000.00 20,000,000.00 99.300000 19,860,000.00 -140,000.00 FNMA 3.5YrNc6MoB 11/15/2016 .600 10,000,000.00 10,000,000.00 99.125000 9,912,500.00 -87,500.00 FNMA 5YrNc6MoB 04/18/2018 .750 5,610,000.00 5,610,000.00 98.336000 5,516,649.60 -93,350.40 FNMA 3.5YrNc1YrB 11/15/2016 .600 10,000,000.00 10,000,000.00 99.125000 9,912,500.00 -87,500.00 FNMA 3YrNc6MoB 05/20/2016 .520 10,000,000.00 10,000,000.00 99.460000 9,946,000.00 -54,000.00 FNMA 5YrNc6MoB 05/08/2018 .800 5,000,000.00 5,000,000.00 98.537000 4,926,850.00 -73,150.00 FNMA 3.5YrNc6MoB 12/27/2016 .680 12,000,000.00 12,006,600.00 99.099000 11,891,880.00 -114,720.00 FNMA 3.5YrNc1YrE 11/15/2016 .600 5,000,000.00 5,000,000.00 99.125000 4,956,250.00 -43,750.00 FNMA 3.5YrNc1YrE 11/15/2016 .600 5,000,000.00 5,000,000.00 99.125000 4,956,250.00 -43,750.00 FNMA 3.5YrNc1YrE 11/15/2016 .600 5,000,000.00 5,000,000.00 99.125000 4,956,250.00 -43,750.00 FNMA 3.5YrNc1YrE 11/15/2016 .600 10,000,000.00 10,000,000.00 99.125000 9,912,500.00 -87,500.00 FNMA 3.5YrNc1YrE 11/15/2016 .600 5,000,000.00 5,000,000.00 99.125000 4,956,250.00 -43,750.00 FNMA 5YrNc6MoB 04/30/2018 .750 5,000,000.00 5,000,000.00 98.393000 4,919,650.00 -80,350.00 FNMA 5YrNc6MoB 05/08/2018 .800 21,750,000.00 21,750,000.00 98.537000 21,431,797.50 -318,202.50 FNMA 3.5YrNc1YrB 11/28/2016 .500 10,000,000.00 9,996,000.00 98.937000 9,893,700.00 -102,300.00 FNMA 3.5YrNc1YrB 11/15/2016 .600 3,635,000.00 3,635,000.00 99.125000 3,603,193.75 -31,806.25 FNMA 3.5YrNc1YrB 11/15/2016 .600 10,000,000.00 9,998,500.00 99.125000 9,912,500.00 -86,000.00 FNMA 3.5YrNc1YrB 11/15/2016 .600 10,000,000.00 10,000,000.00 99.125000 9,912,500.00 -87,500.00 FNMA 3.5YrNc1YrB 11/28/2016 .500 752,000.00 739,216.00 98.937000 744,006.24 4,790.24 FNMA 3YrNc6MoB 07/29/2016 1.000 10,000,000.00 10,000,000.00 100.202000 10,020,200.00 20,200.00 FNMA 4.5YrNc6MoB 11/22/2017 .500 5,000,000.00 4,916,850.00 98.907000 4,945,350.00 28,500.00 FNMA 3YrNc6MoB 09/06/2016 1.000 3,775,000.00 3,775,000.00 100.175000 3,781,606.25 6,606.25 FNMA 3.25YrNc6MoB 11/28/2016 1.000 1,225,000.00 1,223,162.50 100.060000 1,225,735.00 2,572.50 .717 981,779,000.00 982,085,561.58 99.309610 975,000,891.68 -7,084,669.90 FHLB DISC NOTE 06/17/2014 .180 27,000,000.00 26,951,805.00 99.949639 26,986,402.50 34,597.50 .180 27,000,000.00 26,951,805.00 99.949639 26,986,402.50 34,597.50 FHLB 3.2Yr 12/27/2013 .875 10,000,000.00 9,982,000.00 100.190000 10,019,000.00 37,000.00 FHLB 4Yr 02/04/2015 .206 15,000,000.00 15,000,000.00 100.057000 15,008,550.00 8,550.00 FHLB 3Yr 03/14/2014 2.375 5,000,000.00 5,140,200.00 101.037000 5,051,850.00 -88,350.00 FHLB 3Yr 05/27/2014 1.500 5,000,000.00 5,000,000.00 100.899000 5,044,950.00 44,950.00 FHLB 3Yr 07/07/2014 .910 10,000,000.00 10,000,000.00 100.588000 10,058,800.00 58,800.00 FHLB 2Yr 11/29/2013 .450 5,000,000.00 4,997,944.55 100.060000 5,003,000.00 5,055.45 FHLB 2Yr 01/29/2014 .375 5,000,000.00 5,000,000.00 100.097000 5,004,850.00 4,850.00 FHLB 3Yr 05/22/2015 .500 5,000,000.00 5,000,000.00 100.258000 5,012,900.00 12,900.00 FHLB 2YrNc 02/13/2014 .300 5,000,000.00 4,992,300.00 100.081000 5,004,050.00 11,750.00 FHLB 2.25Yr 05/30/2014 .375 5,000,000.00 4,990,014.15 100.163000 5,008,150.00 18,135.85 FHLB 3Yr 05/04/2015 .700 15,000,000.00 15,000,000.00 100.591000 15,088,650.00 88,650.00 FHLB 1.5Yr 10/11/2013 .350 5,000,000.00 5,000,000.00 100.008000 5,000,400.00 400.00 FHLB 1.5Yr 10/15/2013 .350 5,000,000.00 5,000,000.00 100.010000 5,000,500.00 500.00 FHLB 3YrNc2YrE 04/30/2015 .650 5,000,000.00 5,000,000.00 100.292000 5,014,600.00 14,600.00 FHLB 2Yr 04/30/2014 .340 5,000,000.00 5,000,000.00 100.134000 5,006,700.00 6,700.00 FHLB 1.5Yr 12/03/2013 .290 10,000,000.00 10,000,000.00 100.036000 10,003,600.00 3,600.00 FHLB 18Mo 12/03/2013 .290 5,000,000.00 4,999,250.00 100.036000 5,001,800.00 2,550.00 FHLB 2Yr 05/19/2014 .350 5,000,000.00 5,000,000.00 100.144000 5,007,200.00 7,200.00 FHLB 18Mo 11/15/2013 .300 5,000,000.00 4,999,850.00 100.027000 5,001,350.00 1,500.00 FHLB 2Yr 05/19/2014 .350 5,000,000.00 5,000,000.00 100.144000 5,007,200.00 7,200.00 FHLB 1.5Yr 01/23/2014 .300 25,000,000.00 24,994,000.00 100.062000 25,015,500.00 21,500.00 FHLB 5YrNc3MoB 10/10/2017 .625 10,000,000.00 10,000,000.00 98.960000 9,896,000.00 -104,000.00 FHLB 1Yr 11/25/2013 .300 5,000,000.00 5,003,885.00 100.033000 5,001,650.00 -2,235.00 FHLB 1Yr 11/27/2013 .375 11,000,000.00 11,018,106.00 100.046000 11,005,060.00 -13,046.00 FHLB 3Yr 01/16/2015 .250 5,000,000.00 4,994,000.00 100.043000 5,002,150.00 8,150.00 FHLB 1Yr 01/23/2014 .270 1,000,000.00 1,000,410.00 100.059000 1,000,590.00 180.00 FHLB 10Mo 10/01/2013 .125 9,000,000.00 8,996,202.00 100.000000 9,000,000.00 3,798.00 FHLB 1.5 Yr 01/23/2014 .260 20,000,000.00 20,014,720.00 100.056000 20,011,200.00 -3,520.00 FHLB 1.5Yr 01/23/2014 .300 15,000,000.00 15,017,550.00 100.062000 15,009,300.00 -8,250.00 FHLB 1.5Yr 01/23/2014 .260 25,000,000.00 25,015,200.00 100.056000 25,014,000.00 -1,200.00 FHLB 3YrNc6MoB 01/29/2016 .500 5,000,000.00 5,000,000.00 99.737000 4,986,850.00 -13,150.00 FHLB 2Yr 02/20/2015 .250 5,000,000.00 4,995,550.00 99.970000 4,998,500.00 2,950.00 FHLB 3.5YrNc6MoB 07/29/2016 .575 5,000,000.00 4,989,500.00 99.586000 4,979,300.00 -10,200.00 FHLB 1Yr 02/07/2014 .125 15,000,000.00 14,992,155.00 100.033000 15,004,950.00 12,795.00 FHLB 5YrNc3MoB 02/13/2018 .500 7,350,000.00 7,350,000.00 99.146000 7,287,231.00 -62,769.00 3136G1GR4 .634 2.959 2.995 3136G1GR4 .625 2.959 2.995 3136G1FW4 1.000 4.359 4.468 3136G1HC6 .850 4.400 4.493 3136G1HB8 .800 4.406 4.493 3136G1HE2 .765 4.389 4.471 3136G1HP7 .800 4.406 4.493 3135G0VQ3 .650 2.955 2.992 3135G0WE9 .700 3.022 3.071 3135G0WE9 .700 3.022 3.071 3135G0WE9 .700 3.022 3.071 3135G0WE9 .700 3.022 3.071 3135G0WE9 .700 3.022 3.071 3135G0WE9 .700 3.022 3.071 3135G0WE9 .700 3.022 3.071 3136G1JY6 .800 4.460 4.567 3135G0WC3 .570 2.522 2.551 3135G0WC3 .573 2.522 2.551 3135G0WE9 .700 3.022 3.071 3136G1KB4 .750 4.445 4.545 3136G1KJ7 .750 4.483 4.584 3135G0WL3 .625 3.027 3.071 3135G0WL3 .625 3.027 3.071 3135G0WL3 .625 3.027 3.071 3136G1KB4 .750 4.445 4.545 3135G0WL3 .625 3.027 3.071 3135G0WS8 .600 3.084 3.129 3136G1JW0 .750 4.450 4.551 3135G0WS8 .600 3.084 3.129 3135G0WW9 .520 2.613 2.638 3136G1KW8 .800 4.512 4.605 3136G14F3 .665 3.196 3.244 3135G0WS8 .600 3.084 3.129 3135G0WS8 .600 3.084 3.129 3135G0WS8 .600 3.084 3.129 3135G0WS8 .600 3.084 3.129 3135G0WS8 .600 3.084 3.129 3136G1KJ7 .750 4.483 4.584 3136G1KW8 .800 4.499 4.605 3136G1LT4 .512 3.127 3.164 3135G0WS8 .600 3.084 3.129 3135G0WS8 .604 3.084 3.129 3135G0WS8 .600 3.084 3.129 3136G1LT4 1.009 3.119 3.164 3136G1QU6 1.000 2.780 2.830 3135G0XJ7 .893 4.081 4.148 3135G0YJ6 1.000 2.882 2.937 3136G1S59 1.047 3.093 3.164 .704 3.187 3.242 FHLB DISC NOTES 313385YE0 .180 .711 .712 .180 .711 .712 FHLB BONDS 313371UC8 .934 .240 .241 313372KE3 .206 1.341 1.348 3133XWKV0 1.404 .449 .452 313373CZ3 1.500 .650 .655 313374FU9 .910 .764 .767 313376A47 .470 .164 .164 313376UF0 .375 .331 .332 313378AC5 .500 1.633 1.641 3133783D1 .379 .372 .373 313378FY2 .468 .664 .663 313378U58 .700 1.578 1.592 313378YL9 .350 .030 .030 313378YX3 .350 .041 .041 313378XS5 .650 1.569 1.581 313379AK5 .340 .581 .581 3133796L8 .290 .175 .175 3133796L8 .300 .175 .175 313379FL8 .350 .634 .633 313379FK0 .302 .126 .126 313379FL8 .350 .634 .633 3133803M7 .316 .314 .315 313380UF2 .625 3.960 4.030 313379NS4 .228 .153 .153 3133762C8 .213 .159 .159 313381H24 .307 1.291 1.296 3133805T0 .233 .314 .315 313380W52 .177 .003 .003 3133805Q6 .193 .315 .315 3133803M7 .193 .315 .315 3133805Q6 .203 .315 .315 313381SV8 .500 2.312 2.332 313381YP4 .293 1.385 1.392 313381VK8 .636 2.800 2.830 3133823V3 .177 .356 .356 313381XU4 .500 4.317 4.375 RIVERISIDE COUNTY TREASURER-TAX COLLECTOR 9244 Description Maturity Date Coupon Par Value Book Value Market Price Market Value Unrealized Gain/Loss CUSIP Month End Portfolio Holdings Maturity To Mat Modified Duration Years To Maturity FHLB 1Yr 02/14/2014 .125 10,000,000.00 9,993,760.00 100.017000 10,001,700.00 7,940.00 FHLB 1Yr 01/07/2014 .180 18,000,000.00 17,999,640.00 100.027000 18,004,860.00 5,220.00 FHLB 1Yr 02/14/2014 .125 15,000,000.00 14,990,820.00 100.017000 15,002,550.00 11,730.00 FHLB 1Yr 02/14/2014 .125 10,000,000.00 9,994,100.00 100.017000 10,001,700.00 7,600.00 FHLB 1Yr 02/25/2014 .125 5,000,000.00 4,996,625.00 100.018000 5,000,900.00 4,275.00 FHLB 1Yr 03/06/2014 .180 5,000,000.00 4,999,600.00 100.042000 5,002,100.00 2,500.00 FHLB 1Yr 03/05/2014 .180 10,000,000.00 9,998,750.00 100.042000 10,004,200.00 5,450.00 FHLB 9Mo 12/11/2013 .160 5,000,000.00 4,999,890.00 100.015000 5,000,750.00 860.00 FHLB 1Yr 02/25/2014 .125 25,000,000.00 24,987,000.00 100.018000 25,004,500.00 17,500.00 FHLB 5YrNc6MoB 04/25/2018 .800 10,000,000.00 10,000,000.00 98.801000 9,880,100.00 -119,900.00 FHLB 5YrNc3MoB 04/25/2018 .850 8,350,000.00 8,350,000.00 98.481000 8,223,163.50 -126,836.50 FHLB 13Mo 05/16/2014 .205 25,000,000.00 25,000,000.00 100.053000 25,013,250.00 13,250.00 FHLB 3.5YrNc3MoB 10/11/2016 .625 9,400,000.00 9,400,000.00 99.502000 9,353,188.00 -46,812.00 FHLB 3.5YrNc3MoB 10/24/2016 .550 10,000,000.00 10,000,000.00 99.230000 9,923,000.00 -77,000.00 FHLB 4YrNc3MoA 10/11/2016 .700 4,285,714.00 4,285,714.00 99.510000 4,264,714.00 -21,000.00 FHLB 5YrNc6MoB 05/21/2018 .750 12,000,000.00 12,000,000.00 97.953000 11,754,360.00 -245,640.00 FHLB 5YrNC3MoB 05/23/2018 .750 10,000,000.00 10,000,000.00 97.668000 9,766,800.00 -233,200.00 FHLB 5YrNc6MoB 05/25/2018 .750 10,000,000.00 10,000,000.00 98.009000 9,800,900.00 -199,100.00 FHLB 5YrNc6MoB 05/29/2018 .750 5,000,000.00 5,000,000.00 98.062000 4,903,100.00 -96,900.00 FHLB 5YrNc1YrB 06/12/2018 .800 10,000,000.00 10,000,000.00 98.113000 9,811,300.00 -188,700.00 FHLB 5YrNc1YrB 06/12/2018 .800 10,000,000.00 10,000,000.00 98.113000 9,811,300.00 -188,700.00 FHLB 5YrNc3MoB 06/19/2018 .875 5,000,000.00 5,000,000.00 97.831000 4,891,550.00 -108,450.00 FHLB 5YrNc3MoB 06/19/2018 .875 5,000,000.00 5,000,000.00 97.831000 4,891,550.00 -108,450.00 FHLB 5YrNc3MoB 06/19/2018 .875 5,000,000.00 5,000,000.00 97.831000 4,891,550.00 -108,450.00 FHLB 5YrNc3MoB 06/19/2018 .875 10,000,000.00 10,000,000.00 97.831000 9,783,100.00 -216,900.00 FHLB 5YrNc6MoB 06/20/2018 .900 5,000,000.00 4,998,000.00 98.356000 4,917,800.00 -80,200.00 FHLB 5YrNc3MoB 06/20/2018 1.000 13,000,000.00 13,000,000.00 98.022000 12,742,860.00 -257,140.00 FHLB 5YrNc3MoB 06/20/2018 1.250 10,000,000.00 10,000,000.00 98.219000 9,821,900.00 -178,100.00 FHLB 3.5YrNc1MoB 12/19/2016 .750 5,000,000.00 5,000,000.00 99.316000 4,965,800.00 -34,200.00 FHLB 3.5YrNc1MoB 12/19/2016 .750 10,000,000.00 10,000,000.00 99.316000 9,931,600.00 -68,400.00 FHLB 3.5YrNc1YrB 12/27/2016 .700 10,000,000.00 10,000,000.00 99.465000 9,946,500.00 -53,500.00 FHLB 1Yr 05/20/2014 .125 25,000,000.00 24,989,950.00 100.002000 25,000,500.00 10,550.00 FHLB 5YrNc3MoB 06/27/2018 1.250 5,000,000.00 5,000,000.00 99.004000 4,950,200.00 -49,800.00 FHLB 5YrNc3MoB 06/27/2018 1.250 5,000,000.00 5,000,000.00 99.004000 4,950,200.00 -49,800.00 FHLB 1Yr 06/30/2014 .160 25,000,000.00 24,996,750.00 100.015000 25,003,750.00 7,000.00 FHLB 5YrNc3MoB 06/27/2018 1.250 5,000,000.00 5,000,000.00 99.004000 4,950,200.00 -49,800.00 FHLB 1Yr 06/20/2014 .125 25,000,000.00 24,987,775.00 99.992000 24,998,000.00 10,225.00 FHLB 1Yr 06/26/2014 .190 50,000,000.00 49,992,500.00 100.038000 50,019,000.00 26,500.00 FHLB 11Mo 05/01/2014 .150 25,000,000.00 24,993,150.00 100.023000 25,005,750.00 12,600.00 FHLB 1Yr 06/19/2014 .200 10,000,000.00 9,998,700.00 100.046000 10,004,600.00 5,900.00 FHLB 1Yr 07/10/2014 .190 25,000,000.00 24,996,925.00 100.036000 25,009,000.00 12,075.00 FHLB 1Yr 07/17/2014 .190 26,700,000.00 26,699,332.50 100.035000 26,709,345.00 10,012.50 FHLB 1Yr 07/25/2014 .190 25,000,000.00 25,003,150.00 100.034000 25,008,500.00 5,350.00 FHLB 1YrNc6MoE 08/22/2014 .200 25,000,000.00 25,000,000.00 100.019000 25,004,750.00 4,750.00 FHLB 1YrNc6MoE 07/29/2014 .200 10,000,000.00 10,000,000.00 100.034000 10,003,400.00 3,400.00 FHLB 1YrNC6MoE 08/29/2014 .200 25,000,000.00 25,000,000.00 100.035000 25,008,750.00 8,750.00 FHLB 5YrNc3MoB 08/27/2018 1.250 10,000,000.00 10,000,000.00 99.669000 9,966,900.00 -33,100.00 FHLB 5YrNc3MoB 08/27/2018 1.250 10,000,000.00 10,000,000.00 100.107000 10,010,700.00 10,700.00 FHLB 1Yr 08/12/2014 .170 15,000,000.00 14,998,892.55 100.014000 15,002,100.00 3,207.45 FHLB 5YrNc3MoB 09/12/2018 1.000 10,000,000.00 10,000,000.00 100.012000 10,001,200.00 1,200.00 FHLB 1Yr 08/20/2014 .170 10,000,000.00 10,000,000.00 100.012000 10,001,200.00 1,200.00 FHLB 1YrNc6MoB 09/15/2014 .200 10,000,000.00 10,000,000.00 100.032000 10,003,200.00 3,200.00 FHLB 1Yr 08/22/2014 .125 25,000,000.00 24,985,700.00 99.971000 24,992,750.00 7,050.00 FHLB 5YrNc3MoB 09/17/2018 1.500 15,000,000.00 15,000,000.00 100.157000 15,023,550.00 23,550.00 FHLB 1.5Yr 09/22/2014 .220 15,000,000.00 15,005,250.00 100.051000 15,007,650.00 2,400.00 FHLB 1Yr 09/03/2014 .125 15,000,000.00 14,990,640.00 99.967000 14,995,050.00 4,410.00 FHLB 1YrNc6MoE 09/24/2014 .220 25,000,000.00 25,000,000.00 100.001000 25,000,250.00 250.00 FHLB 5YrNc3MoB 09/20/2018 1.500 5,000,000.00 5,000,000.00 100.221000 5,011,050.00 11,050.00 FHLB 5YrNc3MoB 09/26/2018 1.050 10,000,000.00 10,000,000.00 100.007000 10,000,700.00 700.00 FHLB 5YrNc3MoB 09/20/2018 1.375 10,000,000.00 10,000,000.00 100.135000 10,013,500.00 13,500.00 FHLB 5YrNc3MoB 09/27/2018 1.500 10,000,000.00 10,000,000.00 100.258000 10,025,800.00 25,800.00 FHLB 5YrNc3MoB 09/27/2018 1.625 1,240,000.00 1,240,000.00 100.074000 1,240,917.60 917.60 .440 1,111,325,714.00 1,111,355,450.75 99.772324 1,108,795,489.10 -2,559,961.65 FFCB 3Yr 12/23/2013 1.300 5,000,000.00 5,000,000.00 100.278000 5,013,900.00 13,900.00 FFCB 3Yr 12/23/2013 1.300 5,000,000.00 5,000,000.00 100.278000 5,013,900.00 13,900.00 FFCB 3Yr 12/23/2013 1.300 5,000,000.00 5,015,550.00 100.278000 5,013,900.00 -1,650.00 FFCB 5Yr 04/20/2016 .250 10,000,000.00 9,995,000.00 100.174000 10,017,400.00 22,400.00 FFCB 2.5Yr 11/20/2013 .625 5,000,000.00 4,991,100.00 100.074000 5,003,700.00 12,600.00 FFCB 2Yr 10/03/2013 .350 5,000,000.00 4,995,050.00 100.001000 5,000,050.00 5,000.00 FFCB 2Yr 01/03/2014 .400 6,000,000.00 5,997,600.00 100.082000 6,004,920.00 7,320.00 FFCB 3Yr 03/16/2015 .520 5,000,000.00 4,988,430.00 100.363000 5,018,150.00 29,720.00 FFCB 1.5Yr 11/18/2013 .300 5,000,000.00 5,000,000.00 100.029000 5,001,450.00 1,450.00 FFCB 1.75Yr 12/23/2013 .300 10,000,000.00 9,999,600.00 100.050000 10,005,000.00 5,400.00 FFCB 3Yr 05/01/2015 .500 5,000,000.00 4,997,000.00 100.313000 5,015,650.00 18,650.00 FFCB 3YrNc3MoA 09/28/2015 .450 5,000,000.00 4,995,000.00 100.004000 5,000,200.00 5,200.00 FFCB 1Yr 02/26/2014 .200 4,995,000.00 4,994,500.50 100.048000 4,997,397.60 2,897.10 FFCB 2.5Yr 07/24/2015 .220 15,000,000.00 14,996,061.75 100.124000 15,018,600.00 22,538.25 FFCB 2Yr 12/24/2014 .250 25,000,000.00 24,971,750.00 100.035000 25,008,750.00 37,000.00 FFCB 2Yr 12/24/2014 .250 10,000,000.00 9,990,170.00 100.035000 10,003,500.00 13,330.00 FFCB 2Yr 01/07/2015 .250 10,000,000.00 9,988,850.00 100.026000 10,002,600.00 13,750.00 FFCB 1Yr 01/17/2014 .150 20,000,000.00 19,995,860.00 100.021000 20,004,200.00 8,340.00 FFCB 1.25Yr 05/13/2014 .200 25,000,000.00 25,000,000.00 100.053000 25,013,250.00 13,250.00 FFCB 1.25Yr 05/13/2014 .200 25,000,000.00 25,000,000.00 100.053000 25,013,250.00 13,250.00 FFCB 1.25Yr 05/13/2014 .200 25,000,000.00 25,000,000.00 100.053000 25,013,250.00 13,250.00 FFCB 1.25Yr 05/13/2014 .200 25,000,000.00 25,000,000.00 100.053000 25,013,250.00 13,250.00 FFCB 1.25Yr 05/13/2014 .200 25,000,000.00 25,000,000.00 100.053000 25,013,250.00 13,250.00 313382BT9 .187 .375 .375 313381PS8 .182 .271 .271 313382BT9 .187 .375 .375 313382BT9 .185 .375 .375 313382DF7 .194 .405 .405 313382EC3 .188 .429 .430 313382EG4 .193 .427 .427 313382FU2 .163 .197 .197 313382DF7 .179 .405 .405 313382PH0 .800 4.463 4.570 313382PP2 .850 4.456 4.570 313382NP4 .205 .627 .625 313382LE1 .625 2.989 3.033 313382SL8 .550 3.030 3.068 313380S57 .700 2.984 3.033 313382Y31 .750 4.541 4.641 3133833M1 .750 4.547 4.647 3133833J8 .750 4.553 4.652 3133834M0 .750 4.564 4.663 3133836N6 .800 4.593 4.701 3133836N6 .800 4.593 4.701 313383CP4 .875 4.602 4.721 313383CP4 .875 4.602 4.721 313383CP4 .875 4.602 4.721 313383CP4 .875 4.602 4.721 313383EM9 .908 4.602 4.723 313383EN7 1.000 4.589 4.723 313383EP2 1.250 4.556 4.723 313383G62 .750 3.169 3.222 313383G62 .750 3.169 3.222 313383HH7 .700 3.194 3.244 313383BX8 .167 .638 .636 313383KJ9 1.250 4.576 4.742 313383KJ9 1.250 4.576 4.742 313383KP5 .172 .749 .748 313383KJ9 1.250 4.576 4.742 313383MM0 .175 .721 .721 313383NV9 .205 .738 .737 313383NR8 .182 .585 .584 313383P88 .213 .718 .718 313383PZ8 .202 .777 .775 313383PY1 .193 3133ECFD1 .200 .618 .616 3133ECFD1 .200 .618 .616 .796 .795 313383Q79 .177 .818 .816 313383TA9 .200 .893 .893 313383TT8 .200 .829 .827 313383UB5 .200 .915 .912 313383UP4 1.250 4.741 4.910 313383UQ2 1.250 4.741 4.910 313383UE9 .177 .865 .866 313383WL1 1.000 4.815 4.953 313383W64 .170 .888 .888 313383WR8 .200 .957 .959 313383X22 .182 .893 .893 313383Y70 1.500 4.764 4.967 313382LT8 .188 .976 .978 313383XP1 .187 .924 .926 313383YC9 .220 .982 .984 313383YA3 1.500 4.772 4.975 313383Z53 1.050 4.848 4.992 313383XR7 1.375 4.788 4.975 313383ZL8 1.500 4.792 4.995 3130A03G3 1.625 4.775 4.995 .442 1.630 1.662 FFCB BONDS 31331J6A6 1.300 .228 .230 31331J6A6 1.300 .228 .230 31331J6A6 1.184 .229 .230 31331KHV5 .269 2.546 2.556 31331KPD6 .700 .139 .140 31331KB82 .400 .008 .008 31331K5K2 .420 .260 .260 3133EAHP6 .598 1.453 1.458 3133EALT3 .300 .134 .134 3133EAKT4 .302 .230 .230 3133EANJ3 .520 1.575 1.584 3133EA2K3 .484 1.983 1.995 3133EC4P6 .208 .408 .408 3133ECBA1 .234 1.812 1.814 3133ECAV6 .307 1.230 1.233 3133ECAV6 .300 1.230 1.233 3133ECCE2 .306 1.266 1.271 3133ECD35 .172 .298 .299 3133ECFD1 .200 .618 .616 3133ECFD1 .200 .618 .616 3133ECFD1 .200 .618 .616 RIVERISIDE COUNTY TREASURER-TAX COLLECTOR 10245 Description Maturity Date Coupon Par Value Book Value Market Price Market Value Unrealized Gain/Loss CUSIP Month End Portfolio Holdings Maturity To Mat Modified Duration Years To Maturity FFCB 2Yr 01/07/2015 .250 15,000,000.00 14,991,750.00 100.026000 15,003,900.00 12,150.00 FFCB 3YrNc1YrC 04/11/2016 .430 5,000,000.00 4,994,250.00 99.523000 4,976,150.00 -18,100.00 FFCB 1.25 Yr 08/08/2014 .170 10,000,000.00 10,000,000.00 100.023000 10,002,300.00 2,300.00 FFCB 1.25Yr 08/08/2014 .170 15,000,000.00 14,995,907.55 100.023000 15,003,450.00 7,542.45 FFCB 1Yr 06/24/2014 .150 25,000,000.00 24,994,500.00 100.016000 25,004,000.00 9,500.00 FFCB 1.25Yr 05/13/2014 .200 5,350,000.00 5,350,358.45 100.053000 5,352,835.50 2,477.05 FFCB 1Yr 08/25/2014 .180 25,000,000.00 25,000,000.00 100.029000 25,007,250.00 7,250.00 .273 381,345,000.00 381,238,288.25 100.056223 381,559,403.10 321,114.85 FAMCA DISC NOTE 05/15/2014 .180 25,000,000.00 24,959,750.00 99.969000 24,992,250.00 32,500.00 FAMCA DISC NOTE 05/01/2014 .120 40,000,000.00 39,968,266.67 99.971000 39,988,400.00 20,133.33 FAMCA DISC NOTE 06/10/2014 .120 10,000,000.00 9,990,966.67 99.958000 9,995,800.00 4,833.33 .140 75,000,000.00 74,918,983.34 99.968600 74,976,450.00 57,466.66 FAMCA 3Yr 07/02/2015 .550 10,000,000.00 9,989,000.00 100.182000 10,018,200.00 29,200.00 FAMCA 3YrNc1YrB 09/25/2015 .470 5,000,000.00 4,996,250.00 100.086000 5,004,300.00 8,050.00 FAMCA 3YrNc1YrB 09/25/2015 .470 2,568,000.00 2,566,716.00 100.086000 2,570,208.48 3,492.48 FAMCA 1.25 Yr 02/19/2014 .250 5,000,000.00 4,999,050.00 100.065000 5,003,250.00 4,200.00 FAMCA 2Yr 01/23/2015 .320 5,000,000.00 5,000,000.00 100.106000 5,005,300.00 5,300.00 FAMCA 1Yr 01/25/2014 .190 25,000,000.00 25,000,000.00 100.035000 25,008,750.00 8,750.00 FAMCA 15Mo 04/25/2014 .220 10,000,000.00 10,000,000.00 100.064000 10,006,400.00 6,400.00 FAMCA 1Yr 01/24/2014 .200 10,000,000.00 10,000,000.00 100.038000 10,003,800.00 3,800.00 FAMCA 3Yr 01/28/2016 .425 5,000,000.00 5,000,000.00 99.789000 4,989,450.00 -10,550.00 FAMCA 5YrNc6MoB 04/03/2018 .750 10,000,000.00 10,000,000.00 99.178000 9,917,800.00 -82,200.00 FAMCA 1.25Yr 06/10/2014 .220 25,000,000.00 25,000,000.00 100.067000 25,016,750.00 16,750.00 FAMCA 1.25Yr 06/10/2014 .220 20,000,000.00 20,000,000.00 100.067000 20,013,400.00 13,400.00 FAMCA 15Mo 08/11/2014 .200 25,000,000.00 24,995,975.00 100.049000 25,012,250.00 16,275.00 FAMCA 1Yr 11/03/2014 .230 30,000,000.00 30,000,000.00 100.043000 30,012,900.00 12,900.00 .279 187,568,000.00 187,546,991.00 100.007868 187,582,758.48 35,767.48 OHIO STATE GO 05/01/2014 1.190 2,000,000.00 2,000,000.00 100.000000 2,000,000.00 0.00 OREGON STATE 11/01/2013 .480 3,595,000.00 3,595,000.00 100.000000 3,595,000.00 0.00 CONNECTICUT ST 04/15/2014 .448 2,000,000.00 2,000,000.00 100.000000 2,000,000.00 0.00 CONNECTICUT ST 04/15/2015 .672 2,000,000.00 2,000,000.00 100.000000 2,000,000.00 0.00 TEXAS ST GO 04/01/2014 .300 18,105,000.00 18,105,000.00 100.000000 18,105,000.00 0.00 LOUISIANA STATE 05/15/2016 .540 12,070,000.00 12,070,000.00 100.000000 12,070,000.00 0.00 OHIO STATE 11/01/2014 .280 9,355,000.00 9,355,000.00 100.000000 9,355,000.00 0.00 OHIO STATE 11/01/2015 .630 9,390,000.00 9,390,000.00 100.000000 9,390,000.00 0.00 .459 58,515,000.00 58,515,000.00 100.000000 58,515,000.00 0.00 TOYOTA MOTOR CORP 10/09/2013 .160 50,000,000.00 49,980,000.00 99.996444 49,998,222.22 18,222.22 TOYOTA MOTOR CORP 10/15/2013 .160 50,000,000.00 49,979,555.56 99.993778 49,996,888.89 17,333.33 COCA COLA CO 10/10/2013 .110 25,000,000.00 24,993,354.17 99.996000 24,999,000.00 5,645.83 COCA-COLA CO 10/25/2013 .090 25,000,000.00 24,994,500.00 99.989333 24,997,333.33 2,833.33 WAL-MART STORES INC 10/30/2013 .080 2,000,000.00 1,999,604.44 99.987111 1,999,742.22 137.78 EXXON MOBIL 10/28/2013 .070 50,000,000.00 49,995,527.78 99.988000 49,994,000.00 -1,527.78 EXXON MOBIL 10/28/2013 .070 50,000,000.00 49,995,625.00 99.988000 49,994,000.00 -1,625.00 EXXON MOBIL 10/15/2013 .060 50,000,000.00 49,997,333.33 99.993778 49,996,888.89 -444.44 COCA-COLA CO 01/09/2014 .110 50,000,000.00 49,982,888.89 99.938889 49,969,444.44 -13,444.45 COCA COLA CO 01/24/2014 .120 25,000,000.00 24,990,000.00 99.929722 24,982,430.56 -7,569.44 TOYOTA MOTOR CORP 01/24/2014 .150 25,000,000.00 24,987,500.00 99.929722 24,982,430.56 -5,069.44 EXXON MOBIL 10/30/2013 .050 45,000,000.00 44,997,875.00 99.987111 44,994,200.00 -3,675.00 .102 447,000,000.00 446,893,764.17 99.978653 446,904,581.11 10,816.94 TORONTO DOMINION 10/17/2013 .150 50,000,000.00 50,000,000.00 100.000000 50,000,000.00 0.00 TORONTO DOMINION 01/06/2014 .130 45,000,000.00 45,000,000.00 100.000000 45,000,000.00 0.00 .141 95,000,000.00 95,000,000.00 100.000000 95,000,000.00 0.00 .381 4,676,742,714.00 4,676,504,716.51 99.806663 4,667,700,837.97 -8,803,878.54 .381 4,676,742,714.00 4,676,504,716.51 99.806663 4,667,700,837.97 -8,803,878.54 3133ECKZ6 .469 2.509 2.532 3133ECNW0 .170 .854 .855 3133ECNW0 .193 .854 .855 3133ECCE2 .281 1.266 1.271 3133ECSV7 .172 .732 .732 3133ECFD1 .192 .618 .616 3133ECVH4 .180 .902 .901 .288 .851 .852 FMAC DISC NOTES 31315LWV6 .180 .620 .622 31315LWF1 .120 .582 .584 31315LXX1 .120 .692 .693 .140 .609 .611 FARMER MAC 31315PQK8 .587 1.742 1.753 31315PVR7 .495 1.974 1.986 31315PVR7 .487 1.974 1.986 31315PYX1 .265 .388 .389 31315PWS4 .320 1.309 1.315 31315PXL8 .190 .320 .321 31315PYL7 .220 .568 .567 31315PYE3 .200 .317 .318 31315PYY9 .425 2.312 2.329 31315PRT8 .750 4.409 4.510 31315PTM1 .220 .693 .693 31315PTZ2 .220 .693 .693 31315PA74 .213 .862 .863 31315PX20 .230 1.089 1.093 .284 1.058 1.066 MUNI BONDS 677521LH7 1.190 .580 .584 68608UNX0 .480 .087 .088 20772JED0 .448 .539 .540 20772JEE8 .672 1.527 1.540 8827226W6 .300 .501 .501 546415L73 .540 2.598 2.625 6775212D7 .280 1.082 1.088 6775212E5 .630 2.064 2.088 .459 1.291 1.302 COMM PAPER 89233GX92 .160 .025 .025 89233GXF8 .160 .041 .041 19121AXA4 .110 .027 .027 19121AXR7 .090 .068 .068 93114EXW2 .080 .082 .082 30229AXU8 .070 .077 .077 30229AXU8 .070 .077 .077 30229AXF1 .060 .041 .041 19121BA90 .110 .276 .277 19121BAQ2 .120 .317 .318 89233HAQ7 .150 .317 .318 30229AXW4 .050 .082 .082 .102 .109 .110 NCDS 89112TCH5 .150 .046 .047 89112THJ6 .130 .268 .268 .141 .151 .152 Total Fund .380 1.342 1.363 Grand Total .380 1.342 1.363 RIVERISIDE COUNTY TREASURER-TAX COLLECTOR 11246 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 C0DE 53646 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 3 YEARS 15% AA-/Aa3/AA-1.25% U.S. TREASURIES 5 YEARS NO LIMIT NA 5 YEARS 100%NA 3.53% LOCAL AGENCY OBLIGATIONS (LAO) 5 YEARS NO LIMIT NA 3 YEARS 2.5% INVESTMENT GRADE 0.01% FEDERAL AGENCIES 5 YEARS NO LIMIT AAA 5 YEARS 100%NA 67.71% COMMERCIAL PAPER (CP)270 DAYS 40% A1/P1 270 DAYS 40%A1/P1/F1 9.56% CERTIFICATE & TIME DEPOSITS (NCD & TCD) 5 YEARS 30% NA 1 YEAR 25% Combined A1/P1/F1 2.03% 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 0.00% CALTRUST SHORT TERM FUND NA NA NA DAILY LIQUIDITY 1.0% NA 1.15% MONEY MARKET MUTUAL FUNDS (MMF) 60 DAYS (1)20% AAA/Aaa (2) DAILY LIQUIDITY 20% AAA by 2 Of 3 RATINGS AGC. 8.13% 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 6.63% GOVERNMENT CODE COUNTY INVESTMENT POLICY The Treasurer’s Pooled Investment Fund was in FULL COMPLIANCE with the Treasurer’s Statement of Investment Poli- cy. 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 RIVERSIDE COUNTY TREASURER-TAX COLLECTOR 13 247 AGENDA ITEM 7D BLANK RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: December 11, 2013 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Michele Cisneros, Finance Manager/Controller THROUGH: Anne Mayer, Executive Director SUBJECT: Quarterly Financial Statements BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to receive and file the Quarterly Financial Statements for the period ending September 30, 2013. 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 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 7 percent of the budget. This is a result of Governmental Accounting Standards Board (GASB) Statement No. 33. GASB 33 requires sales tax revenues to be accrued for the period in which it is collected at the point of sale. The State Board of Equalization 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 2013. On a cash basis, the Measure A and Local Transportation Fund (LTF) sales tax revenues are 11.11 percent and 7.61 percent higher, respectively, than the same period last fiscal year. State Transit Assistance Fund initial receipts for FY 2013/14 occurred in November 2013. 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 and state reimbursements reflect the reversal of FY 2012/13 accrued revenues at the beginning of FY 2013/14 in excess of amounts billed during the first quarter. Reimbursement invoices related to first quarter expenditures will be prepared and submitted in the second quarter. Agenda Item 7D 248 During the FY 2013/14 budget process, the Commission took a conservative approach in estimating the Transportation Uniform Mitigation Fee (TUMF) revenues of $6.3 million passed through from Western Riverside Council of Governments (WRCOG). There were no TUMF receipts until the second quarter. The budgeted balance of $423,400 relates to TUMF zone reimbursements from WRCOG for the 74/215 interchange project. Staff will invoice WRCOG for TUMF zone reimbursements as eligible expenditures are incurred in the second quarter. Other revenues include property management revenues generated from properties acquired in connection with the State Route 91 Corridor Improvement Project (SR-91 CIP). The Commission took a conservative approach in estimating investment income for FY 2013/14 as a result of flat interest yields on investment balances. The investment losses reflected in the first quarter are related primarily to accrued interest due to sellers of investment securities that were purchased with SR-91 CIP financing proceeds. These amounts will be offset in future quarters when interest coupon payments are received. A portion of investment income related to the first quarter will be recorded in the second quarter. The expenditure categories are in line overall with the expectations of the budget with the following exceptions: • Salaries and benefits are slightly over as a result of the prepayment for the FY 2013/14 employer retirement contribution, which provides a discount of one-half of the year’s interest; • Operating transfers are slightly higher in the first quarter as a result of the completion of the 2013 financing for the SR-91 CIP and the transfer of 2013 sales tax revenue bond proceeds to retire commercial paper notes and fund capitalized interest and 2013 toll revenue bond proceeds to establish a debt service reserve fund and fund capitalized interest; and • In July 2013 the Commission completed the financing for the design and construction of the SR-91 CIP. The financing included the issuance of sales tax revenue bonds and toll revenue bonds, execution of a federal Transportation Infrastructure Finance and Innovation Act (TIFIA) loan with the U.S. Department of Transportation (USDOT), and contribution of $136,451,515 from the Commission during construction. The Commission issued 2013 sales tax revenue bonds (2013 Sales Tax Bonds) consisting of $286,065,000 serial bonds and $176,135,000 term bonds, for a total issuance of $462.2 million. A portion of the 2013 Sales Tax Bonds was used to retire $60 million of outstanding commercial paper notes with the remaining proceeds used to pay a portion of the costs of the SR-91 CIP; capitalized interest on the 2013 Sales Tax Bonds through December 1, 2017; and $4,131,685 costs of issuance for the 2013 Sales Tax Bonds. Agenda Item 7D 249 The Commission issued 2013 toll revenue bonds (2013 Toll Bonds) consisting of $123,825,000 Series A current interest obligations and $52,829,602 Series B capital appreciation obligations, for a total issuance of $176,654,602. The proceeds of the 2013 Toll Bonds were used to pay a portion of the costs of the SR-91 CIP; capitalized interest on the 2013 Toll Bonds through December 1, 2017; and $ 2,828,373 costs of issuance for the 2013 Toll Bonds in addition to funding a debt service of $17,665,460. The Commission entered into a loan agreement with the USDOT for a $421,054,409 TIFIA loan to pay eligible SR-91 CIP costs. The loan is a toll revenue bond (TIFIA Bond) that is subordinate to the 2013 Toll Bonds. Proceeds of the TIFIA Bond may be drawn upon after certain conditions have been met. The TIFIA Bond matures on the earlier of June 1, 2051, and the date that is 35 years after the substantial completion date of the SR-91 CIP. The following 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. Highway Engineering/Construction/Design-Build/Right of Way/Land SR-91 High Occupancy Vehicle Lanes Project – Caltrans completed design work and expenditures remain within the budget authority. Utility relocation continues and the submittal of invoices for expenditures incurred to date continues to lag. Staff oversees right of way acquisition, which has been certified; one acquisition is still pending settlement. Construction began in April 2012 and is managed by Caltrans. 71/91 Interchange Project – The availability of federal earmark funds allowed the final design phase of work to move forward. A contract for the final design consultant was awarded at the February 2012 Commission meeting. Notice to proceed (NTP) was issued in March 2012 starting the final design phase. Final design was delayed in FY 2012/13 due to the Army Corps of Engineers (ACOE) environmental process on pot holing, which has been resolved. An additional environmental assessment to cover project impacts on the ACOE property will delay completion of final design. Final design is expected to be completed in the fourth quarter of FY 2013/14. Right of way requirements have been established and acquisition is expected to start in the third quarter FY 2013/14. SR-91 CIP (design-build) – The Commission completed financing activities for this project including the issuance of sales tax and toll revenue bonds and execution of a TIFIA loan in July 2013. With the environmental document approved, full right of way acquisition work is underway including eminent domain proceedings and is expected to peak in FY 2013/14. Agenda Item 7D 250 Agency, utility, and railroad agreement work continues with several agreements remaining to be completed. A design-build contract was awarded in May 2013, and a limited NTP was issued concurrent with the contract award and included early deliverables and mobilization. Full NTP has been given and the contractor is proceeding. I-15 CIP – Staff is working with the consultant to finalize an updated schedule and budget for the revised project scope the Commission approved in January 2013. Staff is proceeding to develop a project report and environmental document. This project is expected to remain under budget as a result of the revised project scope. An amendment is the subject of a staff report included in this agenda for Commission approval. I-215 Central Widening Project from Scott Road to Nuevo Road – The NTP for construction was issued December 10, 2012, with the first working day to start in January 2013. The critical path of the project runs through the replacement of Perris Boulevard overcrossing (two stages) and the D Street on-ramp overcrossing. Delays have occurred for component procurement, completion of the west abutment backfill, and a traffic incident that disabled the false work for four days. These delays will require a change order, but are unlikely to impact the project completion. Rail Engineering/Construction/Right of Way/Land Perris Valley Line Project – Final design is complete. The Federal Transit Administration (FTA) continues work to finalize the Small Starts grant agreement. Major outstanding right of way acquisition activity continues for the station and layover facility at south Perris. A lawsuit brought by the Friends of Riverside Hills challenging elements of the California Environmental Quality Act document was settled in July 2013, and recorded in the FY 2012/13 financial statements. The construction contract has been given a limited NTP based on a letter of no prejudice received from the FTA. Attachment: Quarterly Financial Statements – September 2013 Agenda Item 7D 251 Revenues Sales tax 232,798,000$ 15,547,200$ (217,250,800)$ 7% Federal reimbursements 94,389,000 (659,365) (95,048,365)-1% State reimbursements 133,496,300 (2,044,205) (135,540,505)-2% Local reimbursements 2,954,400 25,606 (2,928,794)1% Transportation Uniform Mitigation Fee 6,723,400 - (6,723,400)N/A Other revenues 500,000 185,175 (314,825)37% Investment income (losses)4,026,500 (864,406) (4,890,906)-21% Total revenues 474,887,600 12,190,005 (462,697,595)3% Expenditures Salaries and benefits 7,949,400 2,302,053 5,647,347 29% Professional and support Professional services 31,285,500 1,123,612 30,161,888 4% Support costs 5,595,300 1,153,296 4,442,004 21% Total Professional and support costs 36,880,800 2,276,908 34,603,892 6% Projects and operations Program operations - general 20,107,100 938,805 19,168,295 5% Engineering 21,860,000 1,392,803 20,467,197 6% Construction 235,262,265 1,605,905 233,656,360 1% Design Build 217,750,000 2,381,975 215,368,025 1% Right of way/land 164,707,800 21,923,776 142,784,024 13% Operating and capital disbursements 122,610,800 25,116,209 97,494,591 20% Special studies 969,000 26,965 942,035 3% Local streets and roads 43,825,900 3,097,655 40,728,245 7% Regional arterials 25,490,000 2,154,485 23,335,515 8% Total projects and operations 852,582,865 58,638,578 793,944,287 7% Debt service Principal 87,100,000 60,000,000 27,100,000 69% Interest 41,112,300 1,362,057 39,750,243 3% Cost of issuance 7,500,000 6,960,058 539,942 93% Total debt service 135,712,300 68,322,115 67,390,185 50% Capital outlay 796,200 6,880 789,320 1% Total Expenditures 1,033,921,565 131,546,534 902,375,031 13% Excess revenues over (under) expenditures (559,033,965)(119,356,529)923,382,170 21% Other financing sources/(uses) Operating transfer in 636,561,665 257,207,329 (379,354,336)40% Operating transfer out (636,561,665)(257,207,329) 379,354,336 40% TIFIA loan proceeds 110,000,000 - (110,000,000)N/A Debt proceeds 700,774,000 638,854,602 (61,919,398)91% Bond premium -38,328,774 38,328,774 N/A Bond discount -(2,433,315) (2,433,315)N/A Total financing sources/(uses)810,774,000 674,750,061 136,023,939 83% Net change in fund balances 251,740,035 555,393,532 1,059,406,109 221% Fund balance July 1, 2013 590,821,600 622,186,895 31,365,295 105% Fund balance September 30, 2013 842,561,635$ 1,177,580,427$ 1,090,771,404$ 140% QUARTERLY BUDGET VS ACTUAL RIVERSIDE COUNTY TRANPORTATION COMMISSION 1ST QUARTER FOR THREE MONTHS ENDED 9/30/2013 FY 2013/14 BUDGET 1ST QUARTER ACTUAL PERCENT UTILIZATION REMAINING BALANCE 252 BLANK Revenues Sales tax 280,000$ -$ 7,694,252$ 2,420,372$ 75,876$ 5,076,700$ -$ -$ -$ -$ -$ -$ 15,547,200$ Federal reimbursements - - (659,365) - - - - - - - - - (659,365) State reimbursements - 158,482 (2,202,687) - - - - - - - - - (2,044,205) Local reimbursements 4,572 - 21,034 - - - - - - - - - 25,606 Transportation Uniform Mitigation Fee - - - - - - - - - - - - Other revenues 2,335 237 182,603 - - - - - - - - - 185,175 Investment income (losses)- - 1,188 - - - - - 435,694 (1,744,276) (130,949) 573,937 (864,406) Total revenues 286,907 158,719 5,037,025 2,420,372 75,876 5,076,700 - - 435,694 (1,744,276) (130,949) 573,937 12,190,005 Expenditures Salaries and benefits 1,601,932 28,182 620,970 30 - - - 50,939 - - - - 2,302,053 Professional and support Professional services (161,201) 11,765 917,974 - - - - 55,074 300,000 - - - 1,123,612 Support costs 1,018,503 44,203 90,303 - - - - 287 - - - - 1,153,296 Total Professional and support costs 857,302 55,968 1,008,277 - - - - 55,361 300,000 - - - 2,276,908 Projects and operations Program operations - general 209,443 415,879 291,968 - - - - 21,515 - - - - 938,805 Engineering - - 1,249,705 - - - - 143,098 - - - - 1,392,803 Construction - - 1,191,410 - - - - 414,495 - - - - 1,605,905 Design Build - - 2,381,975 - - - - - - - - - 2,381,975 Right of way/land - - 21,852,722 - - - - 71,054 - - - - 21,923,776 Operating and capital disbursements 5,751,505 - 1,074,923 1,304,250 - 16,954,022 31,509 - - - - - 25,116,209 Special studies - - 26,965 - - - - - - - - - 26,965 Local streets and roads - - 2,174,649 847,130 75,876 - - - - - - - 3,097,655 Regional arterials - - - 2,154,485 - - - - - - - - 2,154,485 Total projects and operations 5,960,948 415,879 30,244,317 4,305,865 75,876 16,954,022 31,509 650,162 - - - - 58,638,578 Debt service Principal - - - - - - - - 60,000,000 - - - 60,000,000 Interest - - - - - - - - 789 - - 1,361,268 1,362,057 Cost of issuance - - - - - - - - - 4,131,685 2,828,373 - 6,960,058 Total debt service - - - - - - - - 60,000,789 4,131,685 2,828,373 1,361,268 68,322,115 Capital outlay 6,880 - - - - - - - - - - - 6,880 Total Expenditures 8,427,062 500,029 31,873,564 4,305,895 75,876 16,954,022 31,509 756,462 60,300,789 4,131,685 2,828,373 1,361,268 131,546,534 Excess revenues over (under) expenditures (8,140,155) (341,310) (26,836,539) (1,885,523) - (11,877,322) (31,509) (756,462) (59,865,095) (5,875,961) (2,959,322) (787,331) (119,356,529) Other financing sources/(uses) Operating transfer in 5,917,296 - 36,297,276 - - - - 414,495 60,001,951 - - 154,576,311 257,207,329 Operating transfer out - - (2,271,714) - - (5,917,296) - - (5,928,271) (184,365,952) (58,724,096) - (257,207,329) TIFIA loan proceeds - - - - - - - - - - - - - Debt proceeds - - - - - - - - - 462,200,000 176,654,602 - 638,854,602 Bond premium - - - - - - - - - 38,328,774 - - 38,328,774 Bond discount - - - - - - - - - - (2,433,315) - (2,433,315) Total financing sources/(uses)5,917,296 - 34,025,562 - - (5,917,296) - 414,495 54,073,680 316,162,822 115,497,191 154,576,311 674,750,061 Net change in fund balances (2,222,859) (341,310) 7,189,023 (1,885,523) - (17,794,618) (31,509) (341,967) (5,791,415) 310,286,861 112,537,869 153,788,980 555,393,532 Fund balance July 1, 2013 12,840,351 7,482,078 294,464,723 27,356,273 556 105,242,957 55,693,488 67,306,789 36,097,201 4,477,116 - 11,225,363 622,186,895 Fund balance September 30, 2013 10,617,492$ 7,140,768$ 301,653,746$ 25,470,750$ 556$ 87,448,339$ 55,661,979$ 66,964,822$ 30,305,786$ 314,763,977$ 112,537,869$ 165,014,343$ 1,177,580,427$ GENERAL FUND FSP/ SAFE WESTERN COUNTY PALO VERDE VALLEY COACHELLA VALLEY LOCAL TRANSPORTATION FUND MEASURE A SALES TAX RIVERSIDE COUNTY TRANSPORTATION COMMISSION QUARTERLY BUDGET VS ACTUALS BY FUND 1ST QUARTER FOR THREE MONTHS ENDED 9/30/2013 SALES TAX BONDS DEBT SERVICE COMBINED TOTAL COMMERCIAL PAPER STATE TRANSIT ASSISTANCE TRANSPORTATION UNIFORM MITIGATION FEE (TUMF) TOLL REVENUE BONDS 253 BLANK AGENDA ITEM 7E BLANK RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: December 11, 2013 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Theresia Trevino, Chief Financial Officer THROUGH: Anne Mayer, Executive Director SUBJECT: Quarterly Sales Tax Analysis BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to receive and file the sales tax analysis for Quarter 2 (Q2) 2013. BACKGROUND INFORMATION: At its December 2007 meeting, the Commission awarded an agreement to MuniServices, LLC (MuniServices) for quarterly sales tax reporting services plus additional fees contingent on additional sales tax revenue 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 an audit update, which reported findings that were generated and submitted to the State Board of Equalization (SBOE) for review and determination of errors in sales tax reporting related to 269 businesses. For January through March 2013 (Q1 2013), the SBOE approved corrections for 193 of these accounts for a total sales tax revenue recovery of $3,309,459. Updated amounts through Q2 2013 will be provided once received from MuniServices. If the SBOE 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 the second quarter of calendar year 2013 (Q2 2013). Most of the Q2 2013 Measure A sales tax revenues were received by the Commission in the third quarter of calendar 2013, during July through September 2013, due to a lag in the sales tax calendar. The summary section of the Q2 2013 report is attached and includes an overview of California sales tax receipts, local results, historical cash collections analysis, summary of the top 25 sales tax Agenda Item 7E 254 contributors, historical sales tax amounts, sales tax by business category, economic trends for significant business category (business to business), and results. The following observations were noted in the Q2 2013 report: •Sales tax receipts for Riverside County were 8.6 percent higher as compared to the Q2 2012. Staff noted in recent quarters significant receipts from energy-related companies, which may be attributable to solar developments in Riverside County. These receipts are reflected in the construction and business to business economic categories, as noted in the Economic Category Analysis table below. •Taxable transactions for the top 25 tax contributors in Riverside County, which generated 24 percent of the taxable sales for the year ended Q2 2013, were comparable to the year ended Q2 2012. The top 100 tax contributors generated 38 percent of the taxable sales for the year ended Q2 2013, which was comparable to the year ended Q2 2012. •Five of the six economic categories experienced increases in the Q2 2013 benchmark year comparison to Q2 2012, and there was no change in the miscellaneous category. Construction and business to business had the largest increases at 18.8 and 12.7 percent, respectively; these two categories have experienced significant increases for several recent quarters. The construction increase was primarily related to the building materials wholesale segment. The business to business category increase was attributable primarily to the electronic equipment segment as well as the leasing, heavy industry, and light industry segments. As noted earlier, these increases may be partially attributable to user taxes from energy-related companies. The other top three economic categories had increases ranging from 5.8 percent to 6.7 percent. % of Total / % Change RCTC California Statewide S.F. Bay Area Sacramento Valley Central Valley South Coast Inland Empire North Coast Central Coast General Retail 28.7 / 6.7 28.9 / 4 28.1 / 4.4 29 / 3.8 30.6 / 3 29.3 / 3.6 26.8 / 6.4 28.7 / 3.8 32.4 / 4.4 Food Products 16.1 / 5.8 19.3 / 5.4 20.1 / 6.6 16.5 / 3.1 16.1 / 2.9 20 / 5.2 16.4 / 7.6 18 / 3 31.4 / 3.1 Transportation 26.7 / 6.5 24.7 / 6.5 22.3 / 10.6 28.3 / 7.8 26.9 / 7.8 24.6 / 4.1 27.8 / 8.7 31.3 / 6.2 20.7 / 0.6 Construction 11.5 / 18.8 8.9 / 8.4 8.8 / 9 10.4 / 10.5 10.8 / 5.2 8 / 5.6 11.8 / 25 12.3 / 7.8 9.1 / 10.7 Business to Business 15.2 / 12.7 17 / 1.6 19.4 / -3 14.2 / 5.2 14.4 / 5.9 17.1 / 1.8 15.5 / 16.1 8.9 / -2.7 5.3 / -2.3 Miscellaneous 1.9 / 0.0 1.2 / 0.6 1.2 / 8.2 1.6 / 6.1 1.2 / 4.3 1 / -2.6 1.7 / -7.3 0.9 / -12 1.1 / -0.7 Total 100.0 / 8.5 100 / 4.8 100 / 5 100 / 5.7 100 / 4.9 100 / 3.8 100 / 10.3 100 / 4.1 100 / 3.3 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 Agenda Item 7E 255 •For six of the top ten segments (department stores, auto sales-new, restaurants, miscellaneous retail, building materials-wholesale, and food markets), sales taxes reached a new high point during Q2 2013. These six segments represent 50.1 percent of the total sales tax receipts. The other four top ten segments (service stations, apparel stores, light industry, and building materials-retail) were slightly under the high point, which occurred in one of the two prior quarters; these four segments represent 26 percent of the total sales tax receipts. •Service stations, department stores, and auto sales-new represent the three largest economic segments for Riverside County, or 33 percent of total sales taxes. This is the third consecutive quarter since Q3 2008 that auto sales-new has been in the top three economic segments, as the restaurants segment held that position since the recession. It should also be noted that the growth seen in previous quarters for the service stations segment has been declining as shown by the 0.4 percent decrease for the year ended Q2 2013 due to lower gas prices. RCTC California Statewide S.F. Bay Area Sacramento Valley Central Valley South Coast Inland Empire North Coast Central Coast Largest Segment Service Stations Restaurants Restaurants Department Stores Department Stores Restaurants Auto Sales - New Department Stores Restaurants % of Total / % Change 11.4 / -0.4 13.3 / 5.3 14.1 / 6.5 11.9 / 3.0 14.3 / 3.6 14.2 / 5.1 11.6 / 15.2 13.6 / 1.3 20.5 / 2.3 2nd Largest Segment Department Stores Department Stores Auto Sales - New Auto Sales - New Service Stations Department Stores Service Stations Service Stations Department Stores % of Total / % Change 11.1 / 5.3 10.5 / 3.6 9.5 / 20.8 11.4 / 18.9 11.9 / 0.2 10.2 / 3.6 11.2 / -1.5 13.3 / -1.9 9.7 / 15.1 3rd Largest Segment Auto Sales - New Auto Sales - New Department Stores Restaurants Restaurants Auto Sales - New Department Stores Restaurants Misc. Retail % of Total / % Change 10.2 / 15.5 10.1 / 14.7 9.3 / 3.9 10.4 / 4.5 9.6 / 4.2 10.2 / 11.8 10.4 / 2.7 9.6 / 4.6 9.6 / -0.3 ECONOMIC SEGMENT ANALYSIS During the review of the Q2 2013 detailed report with MuniServices, information regarding sales tax comparisons by city and change by economic category from Q2 2012 to Q2 2013 was provided. Jurupa Valley, as a newly incorporated city, will be listed when sufficient comparative information is available, which is expected in Q3 2013 or Q4 2013. 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 recent trends in assessing such projections. Attachments: 1)Sales Tax Analysis Q2 2013 2)Sales Tax Comparison by City for Q2 2012 to Q2 2013 Agenda Item 7E 256 BLANK Riverside County Transportation Commission Sales Tax Digest Summary Collections through September 2013 Sales through June 2013 (2013Q2) www.MuniServices.com (800) 800-8181 Page 1 CALIFORNIA’S ECONOMIC OUTLOOK California sales tax receipts increased by 6.6% over the same quarter from the previous year, with Northern California reporting a 4.9% increase compared to 7.9% for Southern California. Receipts for the Riverside County Transportation Commission changed by 8.6% over the same periods. California’s economy is on the right track. Of the largest metropolitan areas in the country, the Bay Area has the fastest Real GDP growth. Nationally, Real Gross Domestic Product was up 2.5% for 2013Q2 over 2013Q1. It was up 1.1% for 2013Q1 over 2012Q4. Personal Consumption Expenditures, (PCE), which contribute directly to Sales Tax Revenue, were a primary factor. Prices remain stable. The price index for Gross Domestic Purchases was up only 0.2% for 2013Q2 over 2013Q1. It was up 1.2% in 2013Q1. According to the Chicago-based research firm ShopperTrak, “Retail revenue in November and December should rise by 2.4 % nationally during the biggest shopping period of this year.” That compares with a 3% increase in 2012 from 2011. "Consumers remain cautious about spending and are not ready to splurge. Improvements have not been enough to sustain higher levels of spending for most Americans, who continue to juggle tepid wage gains with a higher cost of living.” LOCAL RESULTS Net Cash Receipts Analysis Local Collections $39,205,028 Share of County Pool 0.0% 0 Share of State Pool 0.0% 0 SBE Net Collections 39,205,028 Less: Amount Due County 0.0% .00 Less: Cost of Administration (447,720) Net 2Q2013 Receipts 38,757,308 Net 2Q2012 Receipts 35,678,215 Actual Percentage Change 8.6% Business Activity Performance Analysis Local Collections $39,205,028 Less: Payments for Prior Periods (3,098,827) Preliminary 2Q2013 Collections 36,106,201 Projected 2Q2013 Late Payments 1,490,840 Projected 2Q2013 Final Results 37,597,041 Actual 2Q2012 Results 35,574,094 Projected Percentage Change 5.7% 257 ATTACHMENT 1 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 2012 to June 2013. The Top 25 Sales/Use Tax contributors generate 23.6% of RCTC’s total sales and use tax revenue. BEST BUY STORES MACY'S DEPARTMENT STORE CARMAX THE AUTO SUPERSTORE RALPH'S GROCERY COMPANY CHEVRON SERVICE STATIONS RITE AID DRUG STORES CIRCLE K FOOD STORES ROSS STORES COSTCO WHOLESALE SAM'S CLUB DEPT OF MOTOR VEHICLES SHELL SERVICE STATIONS DESERT SUNLIGHT STATER BROS MARKETS GE PACKAGED POWER TARGET STORES GENESIS SOLAR VERIZON WIRELESS HOME DEPOT VONS SERVICE STATIONS K MART STORES WAL MART STORES KOHL'S DEPARTMENT STORES WALGREEN'S DRUG STORES LOWE'S HOME IMPROVEMENT (in thousands of $) $0 $5,000 $10,000 $15,000 $20,000 $25,000 $30,000 $35,000 $40,000 $45,000 1Q2011 2Q2011 3Q2011 4Q2011 1Q2012 2Q2012 3Q2012 4Q2012 1Q2013 2Q2013 N e t R e c e i p t s $0 $50 $100 $150 $200 $250 $300 $350 $400 $450 $500 A d m i n F e e s Net Receipts SBOE Admin Fees Due 258 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 2013, the highs, and the lows for each segment over the last two years. ANNUAL SALES TAX BY BUSINESS CATEGORY (in thousands of $) 37,096 37,767 38,137 38,943 39,454 39,873 40,569 41,240 42,061 42,533 20,353 20,618 20,931 21,406 22,001 22,503 22,939 23,319 23,546 23,814 31,183 32,771 34,183 35,226 36,176 37,062 37,765 38,608 38,993 39,476 12,514 12,491 12,715 13,628 13,794 14,325 15,034 15,462 16,223 17,014 17,311 17,839 18,254 18,804 19,119 19,956 20,902 21,833 22,437 22,481 2,681 2,748 2,775 2,779 2,798 2,767 2,761 2,788 2,802 2,767 $0 $20,000 $40,000 $60,000 $80,000 $100,000 $120,000 $140,000 $160,000 1Q2011 2Q2011 3Q2011 4Q2011 1Q2012 2Q2012 3Q2012 4Q2012 1Q2013 2Q2013 General Retail Food Products Transportation Construction Business To Business Miscellaneous (in thousands of $) $0 $2,000 $4,000 $6,000 $8,000 $10,000 $12,000 $14,000 $16,000 $18,000 Ser v i c e S t a t i o n s Dep a r t m e n t S t o r e s Au t o S a l e s - N e w Res t a u r a n t s Bld g . M a t l s - W h s l e Mi s c e l l a n e o u s R e t a i l Ap p a r e l S t o r e s Foo d M a r k e t s Lig h t I n d u s t r y Bld g . M a t l s - R e t a i l 2Q2013 High Low 259 Riverside County Transportation Commission www.MuniServices.com (800) 800-8181 Page 4 FIVE-YEAR ECONOMIC TREND: Business To Business FINAL RESULTS: January-March 2013 Sales Local Net Cash Collections $36,575,783 Less: Pool Amounts ($-338,200) Less: Prior Quarter Payments ($2,027,346) Add: Late Payments $1,890,905 Local Net Economic Collections after Adjustments $36,777,542 Percent Change from October-December 2011 Sales UP BY 8.3% MUNISERVICES’ ON-GOING AUDIT RESULTS This Quarter $296,146 Total to Date $2,979,127 (in thousands of $) $0 $1,000 $2,000 $3,000 $4,000 $5,000 $6,000 $7,000 2Q 2 0 0 8 3Q 2 0 0 8 4Q 2 0 0 8 1Q 2 0 0 9 2Q 2 0 0 9 3Q 2 0 0 9 4Q 2 0 0 9 1Q 2 0 1 0 2Q 2 0 1 0 3Q 2 0 1 0 4Q 2 0 1 0 1Q 2 0 1 1 2Q 2 0 1 1 3Q 2 0 1 1 4Q 2 0 1 1 1Q 2 0 1 2 2Q 2 0 1 2 3Q 2 0 1 2 4Q 2 0 1 2 1Q 2 0 1 3 2Q 2 0 1 3 260 Southern California: Sales Tax Comparison from Apr-Jun 2012 Sales to Apr-Jun 2013 Sales MuniServices, LLC General Retail Food Products Trans.Const.Business to Business Misc.Apr -Jun 2013 Total Apr - Jun 2012 Total % Chg Largest Gain 2nd Largest Gain Largest Decline 2nd Largest DeclineJurisdiction INLAND EMPIRE TRANSPORTATION AUTHORITY RCTC 4.9%4.5%4.9%21.0%0.8%-4.8%37,596,594 35,573,847 5.7%Bldg.Matls-Whsle Auto Sales - New Light Industry Service Stations RIVERSIDE COUNTY Banning 8.3%0.4%9.4%14.0%21.4%-18.2%442,029 411,879 7.3%Auto Sales - New Misc. Vehicle Sales Food Processing Eqp Miscellaneous Other Beaumont 3.2%5.7%3.0%17.5%-1.2%-7.9%865,141 825,606 4.8%Bldg.Matls-Retail Misc. Vehicle Sales Service Stations Light Industry Blythe -1.7%9.6%10.4%-46.4%-1.5%-10.9%411,533 425,294 -3.2%Service Stations Restaurants Bldg.Matls-Whsle Energy Sales Calimesa 19.3%4.1%0.7%37.3%13.9%-30.2%160,919 155,364 3.6%Miscellaneous Retail Restaurants Miscellaneous Other Misc. Vehicle Sales Canyon Lake -10.9%-10.0%32.5%-18.7%14.1%238.8%40,777 43,402 -6.0%Auto Sales - Used Restaurants Food Markets Miscellaneous Retail Cathedral City 6.8%-1.6%14.5%10.6%21.4%-6.4%1,820,075 1,641,510 10.9%Auto Sales - New Heavy Industry Service Stations Business Services Coachella 6.6%3.1%6.9%-5.3%18.8%-9.1%784,694 742,117 5.7%Service Stations Restaurants Auto Sales - Used Bldg.Matls-Whsle Corona 5.1%3.5%-1.8%23.7%5.6%3.7%7,688,054 7,134,804 7.8%Bldg.Matls-Whsle Bldg.Matls-Retail Service Stations Electronic Equipment Desert Hot Springs -2.0%5.2%-0.8%-2.1%23.0%-10.3%331,926 328,437 1.1%Restaurants Heavy Industry Apparel Stores Auto Parts/Repair Eastvale -3.5%1.7%4.2%13.9%-0.5%6.7%1,285,146 1,267,548 1.4%Bldg.Matls-Whsle Furniture/Appliance Miscellaneous Retail Food Processing Eqp Hemet 0.2%6.8%1.6%-0.8%12.1%5.1%2,280,551 2,221,674 2.7%Auto Parts/Repair Restaurants Service Stations Bldg.Matls-Retail Indian Wells 1.3%0.4%72.0%212.9%13.7%-28.3%200,056 196,676 1.7%Misc. Vehicle Sales Apparel Stores Furniture/Appliance Drug Stores Indio -1.2%0.0%15.4%20.3%11.5%33.7%2,070,103 1,908,722 8.5%Auto Sales - New Service Stations Miscellaneous Retail Misc. Vehicle Sales La Quinta 0.1%-1.6%6.8%-1.8%9.4%-14.7%1,736,487 1,716,807 1.1%Auto Sales - New Miscellaneous Retail Department Stores Service Stations Lake Elsinore 1.6%7.2%3.8%5.2%-11.5%-11.2%1,724,165 1,672,078 3.1%Auto Sales - New Food Markets Service Stations Apparel Stores Menifee 4.7%9.1%-4.7%-8.9%13.0%-23.3%1,162,400 1,138,068 2.1%Restaurants Misc. Vehicle Sales Service Stations Bldg.Matls-Retail Moreno Valley 0.8%3.7%1.7%-5.2%15.3%30.4%3,269,180 3,199,291 2.2%Auto Sales - New Restaurants Service Stations Miscellaneous Retail Murrieta 4.0%8.5%13.6%-0.9%11.4%28.7%2,783,580 2,589,927 7.5%Auto Sales - New Food Markets Bldg.Matls-Retail Business Services Norco 7.1%1.4%7.7%25.7%7.9%14.6%1,151,161 1,072,302 7.4%Auto Sales - New Auto Sales - Used Service Stations Food Markets Palm Desert -1.2%4.9%-3.3%9.5%0.1%-22.0%3,589,334 3,564,117 0.7%Restaurants Miscellaneous Retail Department Stores Furniture/Appliance Palm Springs 3.4%5.0%-2.8%-4.9%0.9%-16.7%2,431,480 2,407,297 1.0%Restaurants Miscellaneous Retail Auto Sales - New Energy Sales Perris 1.3%7.2%15.8%16.2%70.5%20.1%1,864,709 1,552,132 20.1%Electronic Equipment Auto Sales - New Bldg.Matls-Retail Health & Government Rancho Mirage 4.0%-3.2%-7.0%2.8%14.3%2.9%930,095 937,420 -0.8%Apparel Stores Auto Sales - New Misc. Vehicle Sales Restaurants Riverside 0.7%7.6%8.0%17.0%4.1%-3.5%11,383,720 10,701,415 6.4%Auto Sales - New Leasing Service Stations Light Industry Riverside County 1.1%2.5%-4.4%97.1%5.9%-14.3%7,420,418 6,236,510 19.0%Bldg.Matls-Whsle Electronic Equipment Apparel Stores Service Stations San Jacinto 4.2%2.6%3.3%51.6%-4.1%-12.3%532,954 510,219 4.5%Bldg.Matls-Whsle Service Stations Auto Parts/Repair Light Industry Temecula -0.5%4.9%2.3%-9.1%-10.6%1.3%6,349,018 6,380,688 -0.5%Auto Sales - New Energy Sales Light Industry Bldg.Matls-Retail Wildomar 16.0%-1.3%-6.9%-18.3%10.8%-1.9%317,140 326,053 -2.7%Miscellaneous Retail Florist/Nursery Service Stations Bldg.Matls-Whsle 261 ATTACHMENT 2 BLANK AGENDA ITEM 7F BLANK RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: December 11, 2013 TO: Riverside County Transportation Commission FROM: Western Riverside County Programs and Projects Committee David Thomas, Toll Project Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Utility Agreements with Sprint Communications Company, Level 3 Communications, AT&T, and Various Utility Companies for Final Engineering and Construction for Utility Relocations for the State Route 91 Corridor Improvement Project WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1)Approve the following agreements for final engineering and construction for utility relocations for the State Route 91 Corridor Improvement Project (SR-91 CIP): a)Agreement No. 14-31-051-00 with Sprint Communications Company (Sprint); b)Agreement No. 14-31-052-00 with Level 3 Communications (Level 3); and c)Agreement No. 13-31-045-17, Amendment No. 1 to Agreement No. 13-31-045-00, with AT&T; for a combined amount of $2,410,000, plus a contingency amount of $241,000 (10 percent), for a total amount not to exceed $2,651,000; 2)Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements on behalf of the Commission; 3)Authorize the Executive Director to approve contingency work up to the total authorized amount as may be required for these utility relocation agreements for final engineering and construction; and 4)Authorize the Executive Director to execute utility agreements and expend previously approved funds for necessary but currently unidentified utility relocation work provided the total cost of all utility relocation work with currently identified or yet to be identified utility companies is within previously approved amounts, inclusive of this new budget request, for SR-91 CIP utility work in the amount not to exceed $24,263,000. BACKGROUND INFORMATION: Staff continues to work toward timely completion of the SR-91 CIP to widen SR-91 through the city of Corona and extend the 91 Express Lanes. The environmental phase was completed in 2012. The design-build contract has since been awarded and the SR-91 CIP is scheduled to commence construction activities in 2014. Agenda Item 7F 262 At its September 2011 meeting, the Commission authorized the Executive Director to execute agreements with AT&T, Questar, Southern California Edison (SCE), and Southern California Gas Co. (SoCalGas) for advanced engineering and procurement to better define the utility relocation requirements for the SR-91 CIP. These agreements allowed staff to work directly with the utility owners to refine relocation requirements and duration schedules that were important to advance the SR-91 CIP utility relocation work. At its November 2012 meeting, the Commission authorized the Executive Director to execute utility agreements with AT&T, Questar, SCE, and SoCalGas for final engineering and construction. These previous authorizations are summarized in Table 1. TABLE 1 Previously Authorized Funds for Utility Relocations Utility Company September 2011 Authorization November 2012 Authorization Combined Authorization SCE $ 1,050,000 $ 12,600,500 $ 13,650,500 AT&T 650,000 2,967,500 3,617,500 SoCalGas 260,000 626,750 886,750 Questar 110,000 1,271,000 1,381,000 Contingency 330,000 1,746,250 2,076,250 TOTAL $ 2,400,000 $ 19,212,000 $ 21,612,000 Staff, working through its project and construction manager (PCM) and design-builder, as well as working with utility owners, has identified two new utility owners impacted by the SR-91 CIP: Sprint and Level 3. Furthermore, staff and its PCM and design-builder have identified additional AT&T relocations required for the SR-91 CIP. The estimated costs for all newly identified utility relocations are shown in Table 2. TABLE 2 Newly Identified Utility Relocation Costs Utility Company Number of Relocations Estimated Total Costs Estimated Utility Cost Share Estimated RCTC Cost Share Sprint 1 $ 210,000 $ 0 $ 210,000 Level 3 2 1,000,000 0 1,000,000 AT&T (additional) 2 1,200,000 0 1,200,000 TOTAL 5 $ 2,410,000 $ 0 $ 2,410,000 Staff is seeking authorization to execute new agreements with Sprint and Level 3 and an amendment to the existing AT&T agreement for the costs identified in Table 2 including a 10 percent contingency of $241,000 for a total not to exceed $2,651,000. Staff also recognizes the possibility of locating additional utility conflicts with currently identified or yet to be identified utility companies requiring future utility agreements as construction progresses for the SR-91 CIP. Timely execution of these future utility agreements and authority to expend funds for relocation work is critical to minimize delays to the SR-91 CIP. Agenda Item 7F 263 Therefore, staff is seeking authority for the Executive Director to execute utility agreements and expend previously authorized funds for necessary future utility relocation work provided the cost of all utility relocation work is within authorized amounts for SR-91 CIP utility relocation work, as summarized below: Commission Action Date Authorized Amount September 2011 $ 2,400,000 November 2012 19,212,000 December 2013 (pending) 2,651,000 Total $ 24,263,000 Financial Information In Fiscal Year Budget: N/A Year: FY 2014/15 Amount: $2,651,000 Source of Funds: 2009 Measure A Western County Highway and Debt Proceeds Budget Adjustment: N/A GLA No.: 003028 81401 00000 0000 262 31 81401 Fiscal Procedures Approved: Date: 11/16/2013 Attachments: Sample Utility Agreement Agenda Item 7F 264 BLANK RIVERSIDE COUNTY TRANSPORTATION COMMISSION (RCTC AGREEMENT NO: 14-31-XXX-00) UTILITY AGREEMENT Page 1 of 5 DISTRICT 08 COUNTY Riv ROUTE 91 POST MILE 12-Ora-91-R14.4/R18.9; 08-Riv-91-R0.00/11.6; 08-Riv-15-37.6/R42.9 EA OF540 FEDERAL AID NUMBER N/A OWNER’S FILE NUMBER N/A FEDERAL PARTICIPATION On the project YES NO On the Utilities YES NO UTILITY AGREEMENT NO. ___________ DATE ___________________________________ The Riverside County Transportation Commission, herein after called “RCTC”, proposes to widen existing SR 91 from the Orange County/Riverside County line to the SR 91/I-15 interchange in the City of Corona in Riverside County and _________________________________________ hereinafter called "OWNER," owns and maintains underground fiber optic communications line along State Route 91 within the limits of RCTC’s project which requires relocation of underground fiber optic facilities along State Route 91 to accommodate RCTC’s project It is hereby mutually agreed that: I. WORK TO BE DONE In accordance with Notice to Owner No. XXXXX, dated XXXX XX, 2013, OWNER shall relocate an underground fiber optic communications line located along _______________ ___________________________________________. All work shall be performed substantially in accordance with OWNER’s Plan No. XXXX consisting of 1 sheet, a copy of which is on file at the District office of the Department of Transportation, at 464 W. 4th Street, San Bernardino CA 92401-1400 and the Riverside County Transportation Commission, at 4080 Lemon Street, Riverside, Ca. 92502-2208. Deviations from the OWNER’s plan described above initiated by either RCTC or the OWNER, shall be agreed upon by both parties hereto under a Revised Notice to Owner. Such Revised Notices to Owner, approved by RCTC and agreed to/acknowledged by the OWNER, will constitute an approved revision of the OWNER’s plan described above and are hereby made a part hereof. No work under said deviation shall commence prior to written execution by the OWNER of the Revised Notice to Owner. Changes in the scope of the work will require an amendment to this Agreement in addition to the revised Notice to Owner. 265 RIVERSIDE COUNTY TRANSPORTATION COMMISSION (RCTC AGREEMENT NO. 14-31-XXX-00) UTILITY AGREEMENT (Cont.) Page 2 of 5 II. LIABILITY FOR WORK Existing facilities are located in their present position pursuant to rights equivalent to those of RCTC and will be relocated at RCTC expense. III PERFORMANCE OF WORK OWNER agrees to perform the herein described work with its own forces or to cause the herein described work to be performed by the OWNER’s contractor, employed by written contract on a continuing basis to perform work of this type, and to provide and furnish all necessary labor, materials, tools, and equipment required therefore, and to prosecute said work diligently to completion. Use of out-of-state personnel (or personnel requiring lodging and meal “per diem” expenses) will not be allowed without prior written authorization by RCTC’s representative. Requests for such permission must be contained in OWNER’s estimate of actual and necessary relocation costs. OWNER shall include an explanation why local employee or contract labor is not considered adequate for the relocation work proposed. Per Diem expenses shall not exceed the per diem expense amounts allowed under the State’s Department of Personnel Administration travel expense guidelines. Pursuant to Public Works Case No. 2001-059 determination by the California Department of Industrial Relations dated October 25, 2002, work performed by OWNER’s contractor is a public work under the definition of Labor Code Section 1720(a) and is therefore subject to prevailing wage requirements, as applicable. OWNER shall verify compliance with this requirement in the administration of its contracts referenced above. IV. PAYMENT FOR WORK RCTC shall pay its share of the actual and necessary cost of the herein described work within 45 days after receipt of five (5) copies of OWNER’s itemized bill, signed by a responsible official of OWNER’s organization and prepared on OWNER’s letterhead, compiled on the basis of the actual and necessary cost and expense incurred and charged or allocated to said work in accordance with the uniform system of accounts prescribed for OWNER by the California Public Utilities Commission, Federal Energy Regulatory Commission or Federal Communications Commission, whichever is applicable. It is understood and agreed that RCTC will not pay for any betterment or increase in capacity of OWNER’s facilities in the new location and that OWNER shall give credit to RCTC for the “used life” or accumulated depreciation of the replaced facilities and for the salvage value of any material or parts salvaged and retained or sold by OWNER. Not more frequently than once a month, but at least quarterly, OWNER will prepare and submit progress bills for costs incurred not to exceed OWNER’s recorded costs as of the billing date less estimated credits applicable to completed work. Payment of progress bills not to exceed the amount specified below may be made under the terms of this Agreement. Payment of progress bills which exceed the amount of this Agreement may be made after 266 RIVERSIDE COUNTY TRANSPORTATION COMMISSION (RCTC AGREEMENT NO. 14-31-XXX-00) UTILITY AGREEMENT (Cont.) Page 3 of 5 receipt and approval by RCTC of documentation supporting the cost increase and after an Amendment to this Agreement has been executed by the parties to this Agreement. The OWNER shall submit a final bill to RCTC within 360 days after the completion of the work described in Section I above. If RCTC has not received a final bill within 360 days after notification of completion of OWNER’s work described in Section I of this Agreement, and RCTC has delivered to OWNER fully executed Director’s Deeds, Consents to Common Use or Joint Use Agreements as required for OWNER’s facilities, RCTC will provide written notification to OWNER of its intent to close its file within 30 days. OWNER hereby acknowledges, to the extent allowed by law, that all remaining costs will be deemed to have been abandoned. If RCTC processes a final bill for payment more than 360 days after notification of completion of OWNER’s work, payment of the late bill may be subject to allocation and/or approval by the California Transportation Commission. The final billing shall be in the form of an itemized statement of the total costs charged to the project, less the credits provided for in this Agreement, and less any amounts covered by progress billings. However, RCTC shall not pay final bills which exceed the estimated cost of this Agreement without documentation of the reason for the increase of said cost from the OWNER and approval of documentation by RCTC. Except, if the final bill exceeds the OWNER’s estimated costs solely as the result of a revised Notice to Owner as provided for in Section I, a copy of said revised Notice to Owner shall suffice as documentation. In either case, payment of the amount over the estimated cost of this Agreement may be subject to allocation and/or approval by the California Transportation Commission. In any event if the final bill exceeds 125% of the estimated cost of this Agreement, an Amended Agreement shall be executed by the parties to this Agreement prior to the payment of the OWNER’S final bill. Any and all increases in costs that are the direct result of deviations from the work described in Section I of this Agreement shall have the prior concurrence of RCTC. Detailed records from which the billing is compiled shall be retained by the OWNER for a period of three years from the date of the final payment and will be available for audit by State and/or Federal auditors. Owner agrees to comply with Contract Cost Principles and Procedures as set forth in 48 CFR, Chapter 1, Part 31, et seq., 23 CFR, Chapter 1, Part 645. If a subsequent State and/or Federal audit determines payments to be unallowable, OWNER agrees to reimburse RCTC upon receipt of RCTC billing. V. GENERAL CONDITIONS All costs accrued by OWNER as a result of RCTC’s request of December 9, 2011 to review, study and/or prepare relocation plans and estimates for the project associated with this Agreement may be billed pursuant to the terms and conditions of this Agreement. If RCTC’s project which precipitated this Agreement is canceled or modified so as to eliminate the necessity of work by OWNER, RCTC will notify OWNER in writing and RCTC reserves the right to terminate this Agreement by Amendment. The Amendment shall provide mutually acceptable terms and conditions for terminating the Agreement. 267 RIVERSIDE COUNTY TRANSPORTATION COMMISSION (RCTC AGREEMENT NO. 14-31-XXX-00) UTILITY AGREEMENT (Cont.) Page 4 of 5 OWNER shall submit a Notice of Completion to RCTC within 30 days of the completion of the work described herein. It is understood that said highway is a Federal aid highway and accordingly, 23 CFR, Chapter 1, Part 645 is hereby incorporated into this Agreement. THE ESTIMATED COST TO RCTC FOR THE ABOVE DESCRIBED WORK IS $90,000.00. 268 RIVERSIDE COUNTY TRANSPORTATION COMMISSION (RCTC AGREEMENT NO. 14-31-XXX-00) UTILITY AGREEMENT (Cont.) Page 5 of 5 SIGNATURE PAGE TO UTILITY AGREEMENT NUMBER 23246 IN WITNESS WHEREOF, the above parties have executed this SR-91 CIP Agreement the day and year above written. RCTC : OWNER: Sprint Communications Company L.P. By _________________________________________ By_________________________________ Riverside County Transportation Commission / Date NAME Date Title _______________________________ APPROVED AS TO FORM: BEST BEST & KRIEGER LLP By ______________________________________ General Counsel Riverside County Transportation Commission APPROVAL RECOMMENDED: By___________________________________ Yvette Kirrin Date Utility Coordinator SouthStar Engineering & Consulting, Inc. 269 BLANK AGENDA ITEM 7G BLANK REVISION TO AGENDA ITEM 7G Additions are noted by Bold Italics, Deletions are noted by Strikethrough RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: December 11, 2013 TO: Riverside County Transportation Commission FROM: Western Riverside County Programs and Projects Committee David Thomas, Toll Project Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Construction Agreement with Dalke & Sons Construction, Inc. for State Route 91 Corridor Improvement Project Right of Way Property Mitigation Package 2 WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Authorize the Executive Director to award Award Agreement No. 14-31-022-00 to Dalke & Sons Construction, Inc. (Dalke & Sons) on behalf of the Commission for the construction of State Route 91 Corridor Improvement Project (SR-91 CIP) Right of Way (ROW) Property Mitigation Package 2 in the amount of $1,297,680, plus a contingency amount of $129,768, for a total amount not to exceed $1,427,448, contingent upon possession of the properties as determined by the Executive Director, which is anticipated prior to June 30, 2014; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; and 3) Authorize the Executive Director to approve contingency work pursuant to the agreement terms up to the total amount. BACKGROUND INFORMATION: At its May 2013 meeting, the Commission approved the award of Agreement No. 12-31-113-00 to Atkinson/Walsh, a Joint Venture (AWJV), for the design and construction of the SR-91 CIP, which widens the SR-91 through Corona, extends the existing 91 Express Lanes from the Orange County line to I-15, and constructs other general purpose lane and toll express lane improvements within the corridor. Subsequent to this approval, AWJV has been issued the full Notice to Proceed (NTP 2), in accordance the design-build contract and is currently proceeding with final design and construction of the SR-91 CIP. Agenda Item 7G Additionally at its May 2013 meeting, the Commission approved Agreement No. 09-31-081-03, Amendment No. 3 to Agreement No. 09-31-081-00, with Parsons Transportation Group, Inc. (Parsons) to further expand the project and construction management (PCM) services to support the SR-91 CIP design-build contract. This expanded scope included providing ROW mitigation design services for certain properties affected by the SR-91 CIP. ROW mitigation design services are needed to reconfigure partially acquired properties to maximize the utility and minimize business impacts to the property owner. Following the Commission’s approval, Parsons was given authorization by staff to begin ROW mitigation design in June 2013. The mitigation properties were divided into five separate design packages based on complexity of work and commitment dates set forth in the SR-91 CIP design-build contract. Throughout the design process, staff offered property owners the opportunity to review and provide comments or concerns to the designs as they were developed. Input received from the property owners was taken into consideration and incorporated into the designs to the extent feasible and possible. Properties originally identified in mitigation design Package 1 were subsequently determined not to require mitigation through negotiations with the property owners and, accordingly, were removed from Parsons’ scope of services. Package 2, the first ROW mitigation design package completed and ready for construction, consists of two properties: 2410 Wardlow Road (Wardlow Property) and 1215 Pomona Road (Ellestad Property). The general scope of this property mitigation involves the partial removal and reconstruction of the existing building facades and reconfiguration of the sites to accommodate the additional ROW required for the SR-91 CIP. The issuance of a NTP for construction of ROW Property Mitigation Package 2 will only be given once full rights to the properties are received. Staff is currently working through the acquisition process for the properties and anticipates receiving full rights in March 2014. On October 4, 2013, the Commission advertised ROW Property Mitigation Package 2 for construction bids. On November 7, 2013, five bids were received and publicly opened. A summary of the bids received is shown in Table A. Agenda Item 7G Table A SR-91 CIP ROW Property Mitigation and Construction Services (Package 2) Bid Summary Firm (In order from low bid to high bid) Bid Amount Engineer’s Estimate $2,866,953 1 Dalke & Sons Construction, Inc. $1,297,680 2 JRH Construction Company, Inc. $1,696,967 3 Construct 1 One, Corporation $1,775,546 4 Sean Malek $2,060,000 5 Young Contractors, Inc. $2,405,000 The basis for award for a public works contract is the lowest responsive and responsible bidder as defined by the Commission procurement policy and state law. The bid price submitted by Dalke & Sons was 55 percent lower than the engineer’s estimate for construction. Federally funded contracts administered by the Commission are subject to the requirements of the Code of Federal Regulations, Part 26, Title 49 entitled Participation by Disadvantaged Business Enterprises (DBE) in Department of Transportation Financial Assistance Programs. Pursuant to the relevant federal DBE provisions, the Commission established a 6.7 percent DBE participation goal in the construction bid advertisement for this project. Only a bidder meeting the established DBE goal for this project can be considered fully responsive to the bid requirements. To meet this requirement, bidders must either achieve the DBE goal, or, alternatively, meet the good faith efforts (GFE) requirement set forth in the invitation for bid. The low bidder, Dalke & Sons, could not meet the 6.7 percent DBE goal; however, its GFE demonstrated adequate efforts were made to subcontract with DBE firms. After analyzing the three lowest bids per the Federal Highway Administration (FHWA)/Caltrans analysis process, staff and Parsons concluded the Dalke & Sons bid in the amount of $1,297,680 is the lowest responsible and responsive bid received for the project. Staff recommends award of Agreement No. 14-31-022-00 for the construction of the project to Dalke & Sons in the amount of $1,297,680, plus a contingency amount of $129,768, to fund potential change orders and supplemental work, for a total amount not to exceed $1,427,448. Financial Information In Fiscal Year Budget: Yes Year: FY 2013/14 Amount: $1,427,448 Source of Funds: 2009 Measure A Western County Highway and Debt Proceeds Budget Adjustment: No GLA/Project Accounting No.: 003028 81401 00000 0000 262 31 81401 Fiscal Procedures Approved: Date: 11/16/2013 Attachment: Draft Agreement No. 14-31-022-00 Agenda Item 7G BLANK 1 CONTRACT FOR CONSTRUCTION THIS CONTRACT is made this _____ day of _________, 20__, in the County of _________________, State of California, by and between the Riverside County Transportation Commission, hereinafter called Commission, and Dalke & Sons Construction, Inc., hereinafter called Contractor. The Commission and the Contractor for the considerations stated herein agree as follows: ARTICLE 1. SCOPE OF WORK. The Contractor shall perform all work within the time stipulated in the Contract and shall provide all labor, materials, equipment, tools, utility services, and transportation to complete all of the Work required in strict compliance with the Contract Documents as specified in Article 5 below for the following work: CONSTRUCTION SERVICES TO DEMOLISH, REPAIR, REMODEL, RE- CONSTRUCT AND/OR MITIGATE TWO (2) RIGHT OF WAY (ROW) PROPERTIES FOR THE STATE ROUTE 91 CORRIDOR IMPROVEMENT PROJECT - PACKAGE 2 (hereinafter “Project”) The Contractor and its surety shall be liable to the Commission for any damages arising as a result of the Contractor’s failure to comply with this obligation. ARTICLE 2. CONTRACT TIME. Time is of the essence in the performance of the Work. The Work shall be commenced on the date stated in the Commission’s Notice to Proceed. The Contractor shall complete all Work required by the Contract Documents within ONE HUNDRED FIFTY (150) CALENDAR DAYS calendar days from the commencement date stated in the Notice to Proceed, hereafter the Contract Time. Contractor shall further complete elements of the work related to the Ellestad property (CPN 22181) and the Wardlow property (CPN 22124) within the following milestone dates and shall not proceed with the remaining work on either property until such milestones are complete: Milestone 1 - Ellestad Property (CPN 22181): NTP + 45 Calendar Days - Complete all contract work scope within the areas between the existing Caltrans Right of Way and the proposed City of Corona Right of Way lines. Provide access to aforementioned areas for use by SR-91 CIP Design-Build Contractor. Milestone 2- Wardlow Property (CPN 22124): NTP + 75 Calendar Days - Complete all contract work scope within the areas between the existing and proposed Caltrans Right of Way lines. Provide access to aforementioned areas for use by SR-91 CIP Design-Build Contractor. By its signature hereunder, Contractor agrees the time for completion set forth above is adequate and reasonable to complete the Work. 273 2 ARTICLE 3. CONTRACT PRICE. The Commission shall pay to the Contractor as full compensation for the performance of the Contract, subject to any additions or deductions as provided in the Contract Documents, and including all applicable taxes and costs, the sum of One Million Two Hundred Ninety Seven Thousand Six Hundred Eighty dollars ($1,297,680), hereinafter, the Contract Price. Payment shall be made as set forth in the General Conditions. ARTICLE 4. LIQUIDATED DAMAGES. In accordance with Government Code Section 53069.85, it is agreed that the contractor will pay the Commission the sum of One Thousand Four Hundred Dollars ($1,400) for each and every calendar day of delay in completing the Work beyond the Contract Time, as liquidated damages and not as a penalty or forfeiture. In the event this is not paid, the contractor agrees the Commission may deduct that amount from any money due or that may become due the Contractor under the Contract. This Article does not exclude recovery of other damages specified in the Contract Documents. In anticipation of, and compliance with, the provisions of California Public Contract Code § 7102 and because it is agreed that the Contractor and the Commission that actual damages are impracticable and extremely difficult to ascertain, if the Contractor is delayed in completing the work due solely to the fault of the Commission, and where such delay is unreasonable under the circumstances and not contemplated by the parties, the Contractor shall be entitled to the appropriate time extension and to payment of liquidated damages in the sum of One Thousand Four Hundred Dollars ($1,400) for each and every calendar day of delay. The Contractor expressly agrees to be limited solely to the liquidated damages for all such delays as defined in this subsection. ARTICLE 5. COMPONENT PARTS OF THE CONTRACT. The “Contract Documents” include only the following documents, each of which is incorporated into this Agreement by reference: Notice Inviting Bids Instructions to Bidders Contractor's Bid Forms Contractor’s Certificate Regarding Workers’ Compensation Bid Bond Designation of Subcontractors Information Required of Bidders Non-Collusion Declaration form Iran Contracting Act Certification Contract Performance Bond Payment (Labor and Materials) Bond General Conditions Special Provisions (or Special Conditions) Federal Requirements Technical Specifications prepared by Parsons Transportation Group and dated September 27, 2013 Greenbook Standard Specifications (Excluding Sections 1-9 in their entirety) City of Corona Public Works Department Standard Plans and Special Provisions Addenda 274 3 Plans and Contract Drawings Approved and fully executed change orders The Contactor shall complete the Work in strict accordance with all of the Contract Documents. All of the Contract Documents are intended to be complementary. Work required by one of the Contract Documents and not by others shall be done as if required by all. This Contract shall supersede any prior agreement of the parties, whether written or oral. The Contract can be modified only by a written Change Order executed in accordance with the Contract Documents. ARTICLE 6. PROVISIONS REQUIRED BY LAW. Each and every provision of law required to be included in these Contract Documents shall be deemed to be included in these Contract Documents. The Contractor shall comply with all requirements of applicable federal, state and local laws, rules and regulations, including, but not limited to, the provisions of the California Labor Code and California Public Contract Code which are applicable to this Work. ARTICLE 7. INDEMNIFICATION. Contractor shall provide indemnification and defense as set forth in the General Conditions. ARTICLE 8. PREVAILING WAGES. Contractor shall be required to pay not less than the prevailing rate of wages in accordance with the Labor Code, which rates have been determined by the Director of the California Department of Industrial Relations and shall be made available at the Offices of the Commission or may be obtained online at http//www.dir.ca.gov/dlsr. The wage rates must be posted at the job site. IN WITNESS WHEREOF, this Contract has been duly executed by the above-named parties, on the day and year above written. [SIGNATURES ON FOLLOWING PAGE] 275 4 Riverside County Transportation Commission By: ______________________________ Signature ______________________________ Name ______________________________ Title Attest: ______________________________ Commission Clerk Approved as to form: ______________________________ Signature ______________________________ Name ______________________________ Title Dalke & Sons Construction, Inc. By: ______________________________ Signature ______________________________ Name ______________________________ Title 612500________________________ License Number Attest: By: _______________________ Its: Secretary 276 5 PERFORMANCE BOND KNOW ALL PERSONS BY THESE PRESENTS: THAT WHEREAS, ___________________________ (hereinafter referred to as “Commission”) has awarded to ____________________, (hereinafter referred to as the “Contractor”) _______________________ an agreement for ______________________________ (hereinafter referred to as the “Project”). WHEREAS, the work to be performed by the Contractor is more particularly set forth in the Contract Documents for the Project dated ________________, (hereinafter referred to as “Contract Documents”), the terms and conditions of which are expressly incorporated herein by reference; and WHEREAS, the Contractor is required by the Contract Documents to perform the terms thereof and to furnish a bond for the faithful performance of the Contract Documents. NOW, THEREFORE, we, _______________, the undersigned Contractor and _____________________________________________ as Surety, a corporation organized and duly authorized to transact business under the laws of the State of California, are held and firmly bound unto the Commission in the sum of ___________________________ DOLLARS, ($____________), the sum being not less than one hundred percent (100%) of the total amount of the Contract, for which amount well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH, that, if the Contractor, his or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and agreements in the Contract Documents and any alteration thereof made as therein provided, on its part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their intent and meaning; and shall faithfully fulfill all obligations including the one-year guarantee of all materials and workmanship; and shall indemnify and save harmless the Commission, its officers and agents, as stipulated in the Contract Documents, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect. As a condition precedent to the satisfactory completion of the Contract Documents, unless otherwise provided for in the Contract Documents, the guarantee obligation shall hold good for a period of one (1) year after the acceptance of the work by Commission, during which time if Contractor shall fail to make full, complete, and satisfactory repair and replacements and totally protect the Commission from loss or damage resulting from or caused by defective materials or faulty workmanship. The obligations of Surety hereunder shall continue so long as any obligation of Contractor remains. Nothing herein shall limit the Commission’s rights or the Contractor or Surety’s obligations under the Contract, law or equity, including, but not limited to, California Code of Civil Procedure section 337.15. 277 6 As a part of the obligation secured hereby and in addition to the face amount specified therefor, there shall be included costs and reasonable expenses and fees including reasonable attorney’s fees, incurred by Commission in enforcing such obligation. Whenever Contractor shall be, and is declared by the Commission to be, in default under the Contract Documents, the Surety shall remedy the default pursuant to the Contract Documents, or shall promptly, at the Commission’s option: 1. Take over and complete the Project in accordance with all terms and conditions in the Contract Documents; or 2. Obtain a bid or bids for completing the Project in accordance with all terms and conditions in the Contract Documents and upon determination by Surety of the lowest responsive and responsible bidder, arrange for a Contract between such bidder, the Surety and the Commission, and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term “balance of the contract price” as used in this paragraph shall mean the total amount payable to Contractor by the Commission under the Contract and any modification thereto, less any amount previously paid by the Commission to the Contractor and any other set offs pursuant to the Contract Documents. 3. Permit the Commission to complete the Project in any manner consistent with California law and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term “balance of the contract price” as used in this paragraph shall mean the total amount payable to Contractor by the Commission under the Contract and any modification thereto, less any amount previously paid by the Commission to the Contractor and any other set offs pursuant to the Contract Documents. Surety expressly agrees that the Commission may reject any contractor or subcontractor which may be proposed by Surety in fulfillment of its obligations in the event of default by the Contractor. Surety shall not utilize Contractor in completing the Project nor shall Surety accept a bid from Contractor for completion of the Project if the COMMISSION, when declaring the Contractor in default, notifies Surety of the Commission’s objection to Contractor’s further participation in the completion of the Project. The Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project to be performed thereunder shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project. [Remainder of Page Left Intentionally Blank.] 278 7 IN WITNESS WHEREOF, we have hereunto set our hands and seals this _______ day of ______________, 20___. _________________________________________ CONTRACTOR/PRINCIPAL _________________________________________ Name By: ______________________________________ SURETY: By: ______________________________________ Attorney-In-Fact Signatures of those signing for the Contractor and Surety must be notarized and evidence of corporate authority attached. The rate of premium on this bond is ____________ per thousand. The total amount of premium charges, $_______________________________. (The above must be filled in by corporate attorney.) THIS IS A REQUIRED FORM Any claims under this bond may be addressed to: (Name and Address of Surety) ___________________________________________ ___________________________________________ ___________________________________________ (Name and Address of Agent or ___________________________________________ Representative for service of process in California, if different _____________________________________________ from above) (Telephone number of Surety and _____________________________________________ Agent or Representative for service of process in California) _____________________________________________ 279 8 NOTE: A copy of the Power-of-Attorney to local representatives of the bonding company must be attached hereto. ACKNOWLEDGMENT State of California County of ________________________ ) On _____________________ before me, (insert name and title of the officer) personally appeared ____________________________________________________________ , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature _______________________________ (Seal) 280 - 9 - PAYMENT BOND (LABOR AND MATERIALS) KNOW ALL MEN BY THESE PRESENTS that: WHEREAS, the Riverside County Transportation Commission (hereinafter designated as the “Commission”), by action taken or a resolution passed ___________ , 20____ has awarded to ________________ hereinafter designated as the “Principal,” a contract for the work described as follows: ____________________________________________________ (the “Work”); and WHEREAS, Principal is required to furnish a bond in connection with the contract described above; providing that if Principal or any of its Subcontractors shall fail to pay for any materials, provisions, provender, equipment, or other supplies used in, upon, for or about the performance of the work contracted to be done, or for any work or labor done thereon of any kind, or for amounts due under the Unemployment Insurance Code or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of Principal and its Subcontractors with respect to such work or labor the Surety on this bond will pay for the same to the extent hereinafter set forth. NOW THEREFORE, we, the Principal and __________________________ as Surety, are held and firmly bound unto the Commission in the penal sum of ______________ Dollars ($___________) lawful money of the United States of America, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH that if Principal, his or its subcontractors, heirs, executors, administrators, successors or assigns, shall fail to pay any of the persons named in Section 9100 of the Civil Code, fail to pay for any materials, provisions or other supplies, used in, upon, for or about the performance of the work contracted to be done, or for any work or labor thereon of any kind, or amounts due under the Unemployment Insurance Code with respect to work or labor performed under the contract, or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department or Franchise Tax Board from the wages of employees of the contractor and his subcontractors pursuant to Section 18663 of the Revenue and Taxation Code, with respect to such work and labor the Surety or Sureties will pay for the same, in an amount not exceeding the sum herein above specified, and also, in case suit is brought upon this bond, all litigation expenses incurred by the Commission in such suit, including reasonable attorneys’ fees, court costs, expert witness fees and investigation expenses. This bond shall inure to the benefit of any of the persons named in Section 9100 of the Civil Code so as to give a right of action to such persons or their assigns in any suit brought upon this bond. It is further stipulated and agreed that the Surety on this bond shall not be exonerated or released from the obligation of this bond by any change, extension of time for performance, addition, alteration or modification in, to, or of any contract, plans, specifications, or agreement pertaining or relating to any scheme or work of improvement herein above described, or pertaining or relating to the furnishing of labor, materials, or equipment therefore, nor by any change or 281 - 10 - modification of any terms of payment or extension of the time for any payment pertaining or relating to any scheme or work of improvement herein above described, nor by any rescission or attempted rescission of the contract, agreement or bond, nor by any conditions precedent or subsequent in the bond attempting to limit the right of recovery of claimants otherwise entitled to recover under any such contract or agreement or under the bond, nor by any fraud practiced by any person other than the claimant seeking to recover on the bond and that this bond be construed most strongly against the Surety and in favor of all persons for whose benefit such bond is given, and under no circumstances shall Surety be released from liability to those for whose benefit such bond has been given, by reason of any breach of contract between the Commission and original contractor or on the part of any obligee named in such bond, but the sole conditions of recovery shall be that claimant is a person described in Section 9100 of the Civil Code, and has not been paid the full amount of his claim and that Surety does hereby waive notice of any such change, extension of time, addition, alteration or modification herein mentioned and the provisions of Section 2819 and 2845 of the California Civil Code. [Remainder of Page Left Intentionally Blank.] 282 - 11 - IN WITNESS WHEREOF, two (2) identical counterparts of this instrument, each of which shall for all purposes be deemed an original thereof, have been duly executed by the Principal and Surety above named, on the _____ day of ______________________ 20______ the name and corporate seal of each corporate party being hereto affixed and these presents duly signed by its undersigned representative pursuant to authority of its governing body. (Corporate Seal of Principal, __________________________________ if corporation) Principal (Property Name of Contractor) By: (Signature of Contractor) (Seal of Surety) Surety By: Attorney in Fact Signatures of those signing for the Contractor and Surety must be notarized and evidence of corporate authority attached. A copy of the Power-of-Attorney to local representatives of the bonding company must be attached hereto 283 - 12 - ACKNOWLEDGMENT State of California County of ________________________ ) On _____________________ before me, (insert name and title of the officer) personally appeared _____________________________________________________________ , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature _______________________________ (Seal) 284 AGENDA ITEM 7H BLANK RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: December 11, 2013 TO: Riverside County Transportation Commission FROM: Western Riverside County Programs and Projects Committee Shirley Medina, Planning and Programming Director THROUGH: Anne Mayer, Executive Director SUBJECT: Funding Request from the City of Corona for the Foothill Parkway Extension Project WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1)Approve Agreement No. 12-72-093-01, Amendment No. 1 to Agreement No. 12-72-093-00, to add $21 million of 2009 Measure A Regional Arterial (MARA) Western Riverside County funds and increase the total MARA funds from $7 million to $28 million for the construction phase of the Foothill Parkway extension project in the city of Corona (Corona); and 2)Authorize the Chair or Executive Director pursuant to legal counsel review, to execute the agreement on behalf of the Commission. BACKGROUND INFORMATION: Corona submitted the Foothill Parkway extension project for the Commission’s 2013 Multi- Funding Call for Projects, which includes federal Congestion Mitigation and Air Quality and Surface Transportation Program funds and local MARA funds. The project has been advertised and received bids. The project is experiencing a funding shortfall and is requesting $21 million of MARA funds. The project has completed its California Environmental Quality Act document, but it does not have a National Environmental Protection Agency document, and therefore, is ineligible for federal funding and only qualifies for MARA funds. The Commission previously committed $7 million in MARA and $7 million in Proposition 1B State-Local Partnership Program (SLPP) funds, which will expire if not awarded in the next few months. In addition, the construction bid will expire on December 18, 2013. Although the project qualifies for Transportation Uniform Mitigation Fee regional arterial funds, there are insufficient funds available for programming construction. The first multi-funding call for projects evaluation meeting took place on November 6, 2013. Projects were scored by an evaluation committee comprised of Technical Advisory Committee Agenda Item 7H 285 members for Regional Significance, Safety, Project Readiness, and Local Match. The remaining criteria (Air Quality, Cost-Benefit, and Regional Transportation Plan/Sustainability Communities Strategy Consistency) are being evaluated by a consultant using models that will provide quantifiable results. A second evaluation meeting is being scheduled in December to evaluate the results of the remaining criteria and complete the rankings. Per the initial project evaluations, this project is the second highest ranked project. The evaluation committee expressed concern regarding the potential loss of SLPP funds and bid expiration for Foothill Parkway and recommended approval of this project for MARA funds ahead of the full award of the 2013 Multi-Funding Call for Projects programming recommendations. That action will be presented to the Commission at its January 8, 2014 meeting, which takes place after the bid expiration. Staff supports programming MARA funds for the project, as this request is consistent with the Commission’s priority to program MARA funds for eligible projects ready for construction. Financial Information In Fiscal Year Budget: N/A Year: FY 2014/15 Amount: $21,000,000 Source of Funds: 2009 Western Riverside County Measure A Regional Arterial funds Budget Adjustment: N/A GL/Project Accounting No.: 005102 81301 266 72 81301 Fiscal Procedures Approved: Date: 11/15/2013 Agenda Item 7H 286 AGENDA ITEM 7I BLANK RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: December 11, 2013 TO: Riverside County Transportation Commission FROM: Western Riverside County Programs and Projects Committee Shirley Medina, Planning and Programming Director THROUGH: Anne Mayer, Executive Director SUBJECT: 1989 Measure A Funding for County of Riverside’s State Route 79 Widening Project WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1)Approve Agreement No. 14-31-061-00 with the county of Riverside (County) for $1 million of 1989 Measure A Western County Highway funds to construct Phase 2 of the County’s State Route 79 widening project from Thompson Road to Domenigoni Parkway (SR-79 Project); and 2)Authorize the Chair or Executive Director pursuant to legal counsel review, to execute the agreement on behalf of the Commission. BACKGROUND INFORMATION: On numerous occasions, the Commission has come to the assistance of local agencies by enabling the transfer of restricted funding so a project can be funded. State and federal dollars often come saddled with restrictions that prevent the funding from being used for a smaller project, even if that project offers significant mobility and safety benefits. A case in point is the $1 million Gernert/Poarch Road pavement project. The County and the Commission have worked closely on developing this project, which is needed in an area near Box Springs Road and adjacent to the Perris Valley Line project in an unincorporated area near Riverside’s East Hills and Moreno Valley. The County submitted the project for funding through the Commission’s 2013 Multi-Funding Call for Projects, which consists of federal Congestion Mitigation and Air Quality and Surface Transportation Program funds and Measure A Regional Arterial (MARA) Western County funds. However, the pavement project is not eligible for the available fund sources since federal funds must be spent on roads that are on the federal functional classification system, and Gernert/Poarch Road is not identified on this system. Additionally, MARA funds are required to Agenda Item 7I 287 be spent on regional arterials, not local circulation roads. In looking at the various fund sources, it was determined local funds would be the most appropriate fund source to meet the project’s schedule. Staff met with County staff to review funding needs including shifting and reprogramming funds to ensure priority projects meet funding eligibility and construction schedules. It was proposed to provide $1 million of 1989 Measure A Western County Highway funds for the County’s SR-79 Project, which is being constructed in phases with Phase 2 beginning earlier this year. In turn, the County will reprogram $1 million of local funds from the SR-79 Project to the Gernert/Poarch Road project. Since SR-79 is a listed project in the 1989 Western Riverside County Measure A Expenditure Plan, this is an appropriate transfer of funding. Moreover, highway and rail projects are combined in the same category of that 1989 Measure A Expenditure Plan and this is one of the last projects remaining that can be funded through the old program. While the Gernert/Poarch Road paving project should in no way be considered an essential part of the Perris Valley Line project, the combination of the paving project along with the development of the rail service will be helpful to the entire area. Financial Information In Fiscal Year Budget: No Year: FY 2013/14 Amount: $1,000,000 Source of Funds: 1989 Measure A Western County Highway funds Budget Adjustment: Yes GL/Project Accounting No.: 315114 81301 222 31 81301 Fiscal Procedures Approved: Date: 11/15/2013 Agenda Item 7I 288 AGENDA ITEM 7J BLANK RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: December 11, 2013 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Grace Alvarez, Planning and Programming Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Federal Surface Transportation Program 2013 Call for Rehabilitation Projects –Project Programming for the Cities of Blythe and Indian Wells BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to approve programming federal Surface Transportation Program (STP) funds for pavement rehabilitation projects in the amount of $192,714 for the cities of Blythe (Blythe) and Indian Wells (Indian Wells). BACKGROUND INFORMATION: At its March 2013 meeting, the Commission approved a 2013 Call for Rehabilitation Projects to be funded with federal STP funds in the amount of $13.8 million. The amount available is a set aside of 20 percent of the annual apportionment of STP funds over three years for pavement rehabilitation type work, resulting in approximately $13.8 million of funding based on Riverside County’s FFY 2012/13 STP apportionment estimate provided by Caltrans. Criterion used for establishing allocation targets for each city and the county of Riverside were 2010 Census population and Federal Functional Classification System lane miles, which were weighted 50/50. STP funds are required to be matched at a minimum of 11.47 percent. Staff received applications to fund 21 projects by the April 1, 2013, deadline and an additional 7 projects were received after the April 1 deadline, which were brought forward for action at the May, June, and September Commission meetings. Some of the smaller local agencies requested additional time to submit projects, which staff agreed to extend the deadline. Blythe submitted the North Broadway from Juniper Trail to 10th Avenue grant application on November 13. Indian Wells submitted the Cook Street Rubberized Overlay from Fred Waring Drive south to Highway 111 grant application on October 16. Staff reviewed the project submittals from Blythe and Indian Wells for completeness and recommends the Committee approve the STP funds requested in the amount of $150,011 and $42,703 respectively. Blythe local funds committed for the construction phase total $98,989. The funding requested for Indian Wells in the amount of $42,703 will be combined with a previous STP grant in the amount of $92,294; local funds committed for the construction phase total $392,500. Staff expects the projects to be obligated by the end of FFY 2013/14. The Commission will be updated on the status of delayed projects, if any. Agenda Item 7J 289 Upon Commission approval, staff will program the projects in the Federal Transportation Improvement Program (FTIP). Once the projects are in an approved FTIP, Blythe and Indian Wells will work with Caltrans District 8 Office of Local Assistance to complete the federal requirements for obligating the funds. With approval of these requests, the Commission has fully authorized the programming of the $13.8 million of STP funds made available to its member agencies for pavement rehabilitation projects. Federal STP funds are administered through Caltrans; therefore there is no financial impact to the Commission. Attachment: Additional Project Programming for the STP 2013 Call for Rehabilitation Projects Agenda Item 7J 290 2013 SURFACE TRANSPORTATION PROGRAM CALL FOR PROJECTS AGENCY PROJECT TITLE/DESCRIPTION PROJECT LIMITS FEDERAL FUNDS (STPL) 000'S STATE/LOCAL FUNDS - 000S TOTAL PROJECT COST Blythe N. Broadway Grind and Overlay Juniper Trail to 10th Ave.150.00$ 99.00$ 249.00$ Indian Wells Cook Street Rubberized Overlay **Fred Waring Dr south to Hwy 111 43.00$ 382.50$ 425.50$ Totals - November 2013 193.00$ 481.50$ 674.50$ Projects approved May 2013 $12,119 $4,340 $16,459 Project approved June 2013 $1,268 $989 $2,257 Project approved September 2013 220.00$ 171.00$ 391.00$ Total projects approved as of November 2013 13,800.00$ Total STP funds available 13,800.00$ ** Indian Wells' Cook Street Rubberized Overlay has $92,294.00 available from a previous STP Call for Projects that was programmed but not obligated and that will now be combined with this new grant to make a better project. 291 AGENDA ITEM 7K RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: December 11, 2013 TO: Riverside County Transportation Commission FROM: Western Riverside County Programs and Projects Committee Alex Menor, Capital Projects Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Amendment to Transportation Uniform Mitigation Fee Regional Arterial Agreement for the Railroad Canyon Road at Interstate 15 Interchange Project in the City of Lake Elsinore WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1)Approve Agreement No. 10-72-016-02, Amendment No. 2 to Agreement No. 10-72-016-00, with the city of Lake Elsinore (Lake Elsinore) for the Railroad Canyon Road/Interstate 15 interchange project to authorize staff to complete the project approval and environmental document (PA&ED) phase with the remaining $211,382 of the $1,206,000 TUMF funds allocated to this phase and to increase the PA&ED phase funding amount by $399,000 to $1,605,000; 2)Approve Agreement No. 11-31-107-02, Amendment No. 2 to Agreement No. 11-31-107-00, with SC Engineering for the project with Lake Elsinore to authorize SC Engineering to complete the PA&ED services associated with the project in the amount of $464,000, plus an additional contingency amount of $17,000 for a total increase of $481,000, resulting in a total not to exceed amount of $705,000; 3)Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements on behalf of the Commission; 4)Authorize the Executive Director to approve release of contingency work up to the total authorized amount as may be required for the project; 5)Authorize the Executive Director, pursuant to legal counsel review, to execute agreements with Caltrans to reflect non-funding changes related to the project on behalf of the Commission; and 6)Approve an increase in FY 2013/14 budgeted expenditures of $146,000. BACKGROUND INFORMATION: In April 2000, Lake Elsinore initiated the I-15/Railroad Canyon interchange project to improve safety, circulation, and level of service of the interchange. In September 2003, Lake Elsinore completed the project study report. Between January 2004 and June 2005, Lake Elsinore Agenda Item 7K 292 completed interim improvements at the interchange to improve operations. In January 2006, Lake Elsinore contracted with SC Engineering to prepare the required studies involved in the PA&ED phase such as the project report, preliminary engineering and environmental studies, and environmental document. In December 2008, Lake Elsinore entered into a project development cooperative agreement with Caltrans. In February 2010, the Commission entered into Agreement No. 10-72-016-00 with Lake Elsinore to provide $1 million of TUMF Regional Arterial program funds for the project’s PA&ED phase. In January 2011, the city council approved a resolution requesting the Commission to assume the PA&ED phase contract with SC Engineering. In May 2011, the Commission approved Agreement No. 10-72-016-01, to increase the TUMF Regional Arterial program funds by $206,000 and Agreement No. 11-31-107-00 for the Commission to assume the SC Engineering agreement in the amount of $192,000 plus a contingency of $32,000, for a total amount not to exceed $224,000 in order to manage the completion of the PA&ED phase for the project. Currently an unexpended balance of approximately $22,000 remains on the SC Engineering contract, and the contingency of $32,000 has not yet been used. In late 2011, new requirements to analyze greenhouse gases for the air quality report and to include new 2010 census data in the community impact assessment report resulted in an additional $75,000 in out-of-scope work. Subsequently, the city council did not approve additional funds for these studies, resulting in work on the project to stop. As a result, the project’s TUMF unexpended balance under Agreement No. 10-72-016-00 for PA&ED is $211,382. At the time of the work stoppage, 31 preliminary engineering and environmental technical reports had been approved, and two technical reports were not completed. The completion and approval of all 33 technical reports are required to circulate the draft environmental document for public review. DISCUSSION: Lake Elsinore has requested the Commission restart work on this Project. Commission staff met with Caltrans several times to identify the required work to complete the environmental approval for the Project. SC Engineering submitted a scope and fee of $486,000 to update identified preliminary engineering and environmental technical reports, prepare the environmental document, and complete the PA&ED phase. Lake Elsinore secured approval at its November 12, 2013, council meeting to increase the TUMF funding by $399,000 to complete the Project’s PA&ED phase. The additional TUMF funds will be reprogrammed from a future right of way phase, which is supported by a subcommittee of the Technical Advisory Committee. Staff estimates that this phase can be completed in about 18 months. Commission staff reviewed SC Engineering’s proposal and recommends the Commission approve this request to complete the PA&ED phase. Staff estimates that the cost to complete this phase is $610,000, comprised of $486,000 for SC Engineering plus a contingency of $49,000 Agenda Item 7K 293 and Commission staff and other costs of $75,000. Therefore, staff recommends an amendment to the SC Engineering agreement as follows, after consideration of unexpended amounts: Cost Contingency Total Authorization Total cost $ 486,000 $ 49,000 $ 535,000 Unexpended balance available (22,000) (32,000) (54,000) Amendment No. 2 $ 464,000 $ 17,000 $ 481,000 As a result of approval of Amendment No. 2 to the SC Engineering agreement, the total Commission authorization for Agreement No. 11-31-107-00 will be $705,000. Lake Elsinore is proposing to amend TUMF Agreement No. 10-72-016-00 to increase the TUMF funding by $399,000 and to use the unexpended TUMF balance of $211,382 to complete the PA&ED phase, for total available funding of $610,382. The $399,000 of TUMF funds will be deducted from the right of way phase. The FY 2013/14 budget for the project includes $211,000 for engineering costs. Therefore, a budget adjustment of $146,000 is required to increase expenditures in the FY 2013/14 budget. Financial Information In Fiscal Year Budget: Yes; No N/A Year: FY 2013/14 FY 2014/15 Amount: $200,000 revenues and $211,000 expenditures; $146,000 expenditures* $199,000 revenues and expenditures Source of Funds: TUMF Regional Arterial Budget Adjustment: Yes ($146,000* only) N/A GLA No.: 005104 416 41607 210 72 42110 $ 399,000 TUMF funding 005104 81101 210 72 81101 $ 481,000 Engineering expenditures 005104 6XXXX 210 72 6XXXX $ 75,000 Commission staff and other costs Fiscal Procedures Approved: Date: 11/16/2013 Attachments: 1) Draft TUMF Funding Amendment—Agreement No. 10-72-016-02 2) Draft SC Engineering Amendment—Agreement No. 11-31-107-02 Agenda Item 7K 294 BLANK 1 17336.01200\8381048.2 Agreement No. 10-72-016-02 AMENDMENT NO. 2 TO AGREEMENT FOR THE FUNDING OF TUMF REGIONAL ARTERIAL IMPROVEMENTS WITH THE CITY OF LAKE ELSINORE FOR THE RAILROAD CANYON ROAD AT I-15 IMPROVEMENTS 1. PARTIES AND DATE This Amendment No. 2 is made and entered into as of this ______ day of ___________, 2013, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION (“Commission”) and CITY OF LAKE ELSINORE ("City"). 2. RECITALS 2.1 The Commission and the City have entered into an agreement entitled "Agreement for the Funding of TUMF Regional Arterial Improvements with the City of Lake Elsinore" dated February 4, 2010 (the "Master Agreement"). The Master Agreement provides the terms and conditions, scope of work, schedule and funding amount for the Project Approval and Environmental Document ("PA&ED") Phase related to the Railroad Canyon Road at the I-15 Improvements Project (hereinafter the "Project"). The Project is more specifically described in Exhibit "B" of the Master Agreement. 2.2 The Commission and the City have entered into an Amendment No. 1 to the Master Agreement, dated June 6, 2011, (“Amendment No. 1”) for the purpose of increasing the Funding Amount and assuming the City's existing professional services agreement with SC Engineering for the PA&ED services for the Project. 2.3 The parties now desire to amend the Master Agreement in order to provide additional TUMF funding for the completion of the PA&ED Phase of the Project. 3. TERMS 3.1 The Funding Amount, as set forth in Section 3.2 of the Master Agreement, as amended by Amendment No. 1, shall be increased from One Million Two Hundred Six Thousand Dollars ($1,206,000) to One Million Six Hundred Five Thousand Dollars ($1,605,000). ATTACHMENT 1 295 2 17336.01200\8381048.2 3.2 The funding allocations identified in Exhibit "A" of the Master Agreement shall be replaced by the funding allocations identified in Exhibit "A" attached to this Amendment and incorporated herein by reference. The Funding Amount shall be utilized as specified in the attached Exhibit "A" and in accordance with the terms of the Master Agreement. 3.3 Except as amended by this Amendment, all provisions of the Master Agreement, as amended by Amendment No. 1, including without limitation the indemnity and insurance provisions, shall remain in full force and effect and shall govern the actions of the parties under this Amendment. [Signatures on following page] 296 17336.01200\8381048.2 3 SIGNATURE PAGE TO AGREEMENT NO. 10-72-016-02 IN WITNESS WHEREOF,the parties hereto have executed this Amendment on the date first herein above written. RIVERSIDE COUNTY CITY OF LAKE ELSINORE TRANSPORTATION COMMISSION By: _____________________________ By: _________________________ Karen S. Spiegel, Chair Robert E. Magee, Mayor APPROVED AS TO FORM:APPROVED AS TO FORM: By: _____________________________ By: _________________________ Best Best & Krieger LLP Barbara Liebold Counsel to the Riverside County City Attorney Transportation Commission 297 17336.01200\8381048.2 EXHIBIT “A” EXHIBIT “A” FUNDING FUNDING: PHASE TUMF LOCAL TOTAL PA&ED $1,605,000 $0 $1,605,000 TOTAL $1,605,000 N/A $1,605,000 298 17336.00000\1514236.2 1 Agreement No. 11-31-107-02 AMENDMENT NO. 2 TO AGREEMENT FOR PROFESSIONAL SERVICES WITH SC ENGINEERING FOR THE RAILROAD CANYON/DIAMOND DRIVE INTERCHANGE AT THE 1-15 FREEWAY 1.PARTIES AND DATE This Amendment No. 2 is made and entered into as of this ______ day of ___________, 2013, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION (“Commission”) and REYES S. CHAVEZ, a sole proprietorship, d/b/a SC ENGINEERING ("Consultant"). 2.RECITALS 2.1 The City of Lake Elsinore ("City") and SC Engineering entered into an Agreement For Professional Services, dated December 1, 2005 (the "Master Agreement") for the purpose of retaining Consultant to prepare a Project Report and Draft Environmental Document ("PA&ED") necessary for the Railroad Canyon Road/Diamond Drive Interchange at the I-15 Freeway (the "Project"). 2.2 The Commission and City have entered into an Assignment and Assumption Agreement ("Assignment"), Commission Agreement No. 11- 31-107-00, for the purpose of assigning to the Commission all of the City's rights and interests in and to the Master Agreement, except as amended by this Amendment No. 1. A copy of the Assignment is on file at the offices of the Commission. 2.3 Prior to entering into Amendment No. 1, and in order to ensure the timely progression of Consultant's services, the Commission and Consultant entered into a letter agreement for certain services related to the Project (the "Letter Agreement"). The total value of the Letter Agreement is Eighteen Thousand Dollars ($18,000). 2.4 The Commission and the Consultant have entered into an Amendment No. 1 to the Master Agreement, dated June 1, 2011, for the purpose of the Letter Agreement to be replaced and superseded by the Master Agreement. ATTACHMENT 2 299 17336.00000\1514236.2 2 2.5 The parties now desire to amend the Master Agreement in order to revise the Scope of Services and provide additional compensation to complete the PA&ED Phase of the Project. 3. TERMS 3.1 The Scope of Services for the Master Agreement shall be amended to include Services, as that term is defined in the Master Agreement, required to complete the PA/ED phase of the project, as more fully described in Exhibit "A" attached to this Amendment and incorporated herein by reference. 3.2 The maximum compensation for Services performed pursuant to this Amendment shall be Four Hundred Eighty-Six Thousand Dollars ($486,000). Twenty-Two Thousand Dollars ($22,000) of remaining contract balance shall be applied to the services described herein. Therefore, the total not to exceed contract amount is hereby increased by Four Hundred Sixty-Four Thousand Dollars ($464,000). Work shall be performed at the rates set forth in the Master Agreement. 3.3 The total not-to-exceed amount of the Master Agreement, as amended by this Amendment No. 2, shall be increased from One Hundred Ninety-Two Thousand Dollars ($192,000) to Six Hundred Fifty-Six Thousand Dollars ($656,000). 3.4 Except as amended by this Amendment, all provisions of the Master Agreement, as amended by Amendment No. 1, including without limitation the indemnity and insurance provisions, shall remain in full force and effect and shall govern the actions of the parties under this Amendment. [Signatures on following page] 300 17336.00000\1514236.2 3 SIGNATURE PAGE TO AGREEMENT NO. 11-31-107-02 IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the date first herein above written. RIVERSIDE COUNTY REYES S.CHAVEZ TRANSPORTATION COMMISSION d/b/a SC ENGINEERING By: _____________________________ By: _________________________ Karen S. Spiegel, Chair Reyes S. Chavez, President APPROVED AS TO FORM: By: _____________________________ Best Best & Krieger LLP Counsel to the Riverside County Transportation Commission 301 Exhibit A 17336.00000\1514236.2 EXHIBIT "A" SCOPE OF SERVICES [Attached behind this page] 302 TRANSPORTATION TRAFFIC CIVIL ENGINEERING PROJECT/CONSTRUCTION MANAGEMENT Serving the Transportation Needs of the Inland Empire and High Desert Headquarters 16096 Chiwi Road Apple Valley, CA 92307 760.242.2081  951.204.8073 October 2, 2013 I-15/Railroad Canyon Road and I-15/Franklin Street IC Reconstruct IC and New IC Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor PO BOX 12008 Riverside, CA 92502-2208 Attention: Mr. Alex Menor Capital Projects Manager Subject: Cost to Complete Scope of Work and Fee Proposal Project Approval/Environmental Document (PA/ED) Phase Dear Mr. Menor: Per Caltrans letter to Mr. Marlin Feenstra dated June 10, 2013 and the subsequent focus meeting with Caltrans and RCTC staff on June 26, 2013 and September 26, 2013; itemized below is a detailed description of a cost to complete the PA/ED phase of the project. SCOPE OF SERVICES Engineering Services 1. Supplemental Traffic Impact Analysis (STIA) The Traffic Impact Analysis (TIA) was approved in September 2009; and the STIA were approved in March 2010, November 2010, and March 2011. Because the project has been dormant for approximately 1.5 years, Caltrans and the Federal Highway Administration require that a STIA must be prepared to address the following: a. Update the existing year 2009 traffic counts to 2013. b. Update the Phase 1 Project Failure Year. c. Update the Opening Year from 2015 to 2018. Level of Service (LOS) will be performed for intersections, Ramp Merge-Weave, Ramp Merge-Diverge, and freeway mainline. The LOS will be based on the 2000 Highway Capacity Manual Methodology. The LOS analysis will be documented in the STIA. 2. New Connection Report (NCR) The NCR was submitted to FHWA in September 2011. Comments from FHWA were provided in January 2012. As part of the NCR review, FHWA requested that a STIA be prepared to determine the Phase 1 Project Failure Year. In addition, since the project has been dormant, FHWA requires that the existing traffic data and opening year analysis be updated. Also, FHWA now requires the NCR comply with new FHWA requirements including a “Safety Analysis”. The NCR will be updated to conform to all State and Federal requirements. 3. Life Cycle Cost Analysis (LCCA) The LCCA was prepared and submitted to Caltrans on October 18, 2010. Caltrans is requiring an update and re-approval of the Preliminary Material Report, thus, the recommended pavement structural section will be updated thus requiring the LCCA to be updated. Also, Caltrans Headquarters developed new criteria for the LCCA. As part of the new criteria the LCCA must be updated to the new criteria. 303 Mr. Alex Menor Capitals Project Manager RCTC Cost to Complete Scope of Work and Fee Proposal October 2, 2013 Page 2 of 7 4. Traffic Management Plan (TMP) Data Sheet The TMP was last updated and approved in November 2010. Since the TMP Data Sheet is only valid for two years, Caltrans requires that the TMP Data Sheet be updated to current standards. 5. Storm Water Data Report-Project Approval/Environmental Document (SWDR-PA/ED) The SWDR-PA/ED was approved by Caltrans on December 7, 2009. Effective July 1, 2010, the project is subject to the new requirements of the State Water Resources Control Board Order No. 2009-009-DWQ National Pollutant Discharge Elimination System (NPDES) General Permit for Storm Water Discharges Associated with Construction and Land Disturbance Activities (NPDES No. CAS000002). Thus, Caltrans requested that the SWDR-PA/ED must be prepared under the July 2010 SWDR template and requirements, including performing infiltration V3.0 calculations, prior to the approval of the Final Project Report. 6. Water Quality Assessment Supplemental Memorandum The Water Quality Assessment Report (WQAR) was approved in June 2010. Effective July 1, 2010, the project is subject to the new requirements of the State Water Resources Control Board Order No. 2009-009- DWQ National Pollutant Discharge Elimination System (NPDES) General Permit for Storm Water Discharges Associated with Construction and Land Disturbance Activities (NPDES No. CAS000002). Thus, Caltrans requested that a WQAS memorandum be prepared to document compliance 7. Right of Way Data Sheet Coordination The Right of Way Data Sheet was last updated in September 2011. Since data sheets are valid for 1 year, the Right of Way must be re-visited and verify that there are no revisions to the Right of Way Requirements. Caltrans will prepare the Right of Way Data Sheet, but coordination between the consultant and Caltrans staff is required. 8. Bridge Advance Planning Studies (APS) The APS were previously prepared and approved in Metric format. Because the approval was over 5 years ago, Caltrans is requesting updated APS be approved in English format. 9. Update Geometric Approval Drawings (GADs) and Design Fact Sheet The GADs were approved in May 2010. The Advisory Design Exceptions Fact Sheet and the Mandatory Design Exceptions Fact Sheet were prepared and approved on March 24, 2010 and April 13, 2010, respectively. A Supplemental Advisory Design Exception was approved on March 21, 2011 and a Supplemental Mandatory Design Exception was approved on March 22, 2011. Since there have been major revisions to the Caltrans Highway Design Manual (HDM), Caltrans is requesting that the Consultant evaluate the new HDM requirements and resubmit GADs and Supplemental Facts Sheets for approval. 10. Intersection Control Evaluation (ICE) Report Caltrans now requires that an ICE report be prepared for all projects with intersections. The ICE report will evaluate the justification of a Roundabout intersection. 11. Update Preliminary Material Report (PMR) to Current Standards The PMR was approved in June 2010. Caltrans is requiring that the PMR be updated since there have been major revisions to Chapter 600, Pavement Engineering, of the HDM. The PMR will be updated to current Caltrans standards and requirements. 304 Mr. Alex Menor Capitals Project Manager RCTC Cost to Complete Scope of Work and Fee Proposal October 2, 2013 Page 3 of 7 12. Update Preliminary Geotechnical Design Report (PGDR) to Current Standards The PGDR was approved in June 2010. Since Caltrans is requiring that the PMR be updated, sections of the PGDR related to pavement recommendations will have to be updated. The PGDR will be updated to current Caltrans standards and requirements. 13. Draft Project Report (DPR) The DPR has been reviewed by Caltrans, but will require updating due the following: a. Safety Analysis and Traffic Accident Data Update b. Preliminary Construction Cost Estimate c. STIA d. GADs and Fact Sheets 14. Final Project Report (FPR) The FPR will incorporate comments from the circulation of the Environmental Document, from the prior reviews and additional information developed. The FPR will then be submitted to Caltrans for signature and approval. 15. Project Management/Administration/Meetings General Project Management and Coordination efforts related to completion of the PA/ED phase. It is anticipated that another 18 months will be required to complete the PA/ED phase. Environmental Services All documentation will be prepared pursuant to the Caltrans Project Development Procedures and Workflow Tasks Manuals (including the PR Guidelines), and the Caltrans Standard Environmental Reference (SER) Web page as of June 26, 2013 (including the annotated IS/EA template dated October 2012). If, after the first drafts of these documents are completed, substantial effort is required to comply with new revisions to Caltrans guidelines for the technical studies or the IS/EA, the scope and budget may need to be modified accordingly. Task 1.0: Project Re-initiation This task includes research and investigation activities necessary to develop a current, up to date understanding of the proposed project and any associated changes made to the project. The task also includes attendance at a project re-initiation meeting with the Project Development Team (PDT) consisting of SC Engineering, RCTC, the City, and Caltrans. Once the project re-initiation meeting occurs, CONSULTANT will provide an updated schedule to be incorporated into SC Engineering’s overall schedule and utilized by the PDT. This scope and budget anticipates that there are no major/significant changes in the project requiring additional analysis in the technical studies. If there are significant changes to the project requiring changes in the previously approved technical studies, an additional scope and budget will be prepared under separate cover. Task 2.0: Project Management/Meetings In addition to project management, this task includes ongoing project team coordination and attendance at up to 18 Project Development Team (PDT) meetings (assuming CONSULTANT will be required to attend every monthly PDT meeting for the 18-month schedule) or other meetings. Two additional meetings are also included: (1) a project kickoff meeting, and (2) an initial field investigation meeting with the City and Caltrans. 305 Mr. Alex Menor Capitals Project Manager RCTC Cost to Complete Scope of Work and Fee Proposal October 2, 2013 Page 4 of 7 Task 3.0: Updates to Environmental Technical Studies Unless otherwise noted, this scope and budget are based on three rounds of Caltrans review for the draft technical studies. The first round of review is for major comments, and the second and third rounds are for minor cleanup comments (no new comments requiring substantial revisions). The first submittal includes a “5 day completeness review submittal” to enable Caltrans to review the report to ensure it provides the basic information required per the SER, prior to submitting the first draft reports for full review. If the concept plans for the project are revised after the analysis for the technical studies is complete, new analysis based on the revised plans may be required, and the scope and budget may need to be modified accordingly. Task 3.1 Air Quality Report (AQR) and Air Quality Conformity Analysis (AQCA). CONSULTANT prepared an Air Quality Report and Air Quality Conformity Analysis for the proposed project. The AQR and AQCA received concurrence from Caltrans on April 19, 2010. CONSULTANT will prepare an updated air quality analysis for the proposed I-15/Railroad Canyon Road Improvement Project to satisfy CEQA, state and federal environmental requirements, and conformity provisions of the Clean Air Act Amendments (CAAA). To the extent possible, the modeling results and impact analysis for the build alternatives previously analyzed in the draft Air Quality Analysis will be incorporated into this report. The proposed project is located within the South Coast Air Basin (SCAB) region of Riverside County. Therefore, the project is subject to the South Coast Air Quality Management District's (SCAQMD) rules and regulations. The Air Quality Report will be prepared in accordance with the following protocols/guidelines: Caltrans Transportation Project-Level Carbon Monoxide Protocol, FHWA/EPA Transportation Conformity Guidance for Quantitative Hot-spot Analyses in PM2.5 and PM10 Nonattainment and Maintenance Areas, FHWA Interim Guidance on Air Toxic Analysis in NEPA Documents, and Caltrans' policy on greenhouse gas emissions. The Air Quality Report will also analyze and discuss the presence/ absence of asbestos- containing structures/roadway affected by the Project and construction-related impacts. In addition, the proposed project’s short-term construction and long-term operational impact on global warming and climate change will be discussed. The Air Quality Report will document that the proposed project is included and consistent with its description in the 2012 Regional Transportation Plan (RTP) and the latest Federal Transportation Improvement Program (FTIP). RCTC will initiate and obtain approval of any necessary amendments to the RTP and FTIP prior to completion of the project-level air quality analysis described below. The Air Quality Report will make a final determination whether the build alternatives will conform to applicable state and federal air quality plans. Mitigation measures will be defined for any construction and/or operational impacts that are identified. Coordination with EPA, Caltrans, and FHWA through SCAG’s Transportation Conformity Working Group (TCWG) will be necessary to ensure that the proposed project would not violate/exacerbate air quality in the SCAB. In addition to the air quality analysis, CONSULTANT will prepare the “Conformity Analysis Documentation for Project-Level Conformity Determinations in Metropolitan Nonattainment/Maintenance Areas” required for NEPA delegation. The conformity analysis will be prepared after a preferred alternative is identified and submitted to Caltrans for their review and submittal to FHWA for approval. Task 3.2 Noise Study Report (NSR). CONSULTANT prepared a Noise Study Report (NSR) for the proposed project. The NSR received concurrence from Caltrans on February 10, 2011. CONSULTANT will update the December 2010 Noise Study Report (NSR). The updated NSR will be consistent with the May 2011 Caltrans Noise Analysis Protocol and November 2009 Technical Noise Supplement (TeNS) to address traffic noise impacts on land uses within the project limits, such as existing and approved future residential areas located adjacent to the proposed project. Noise standards regulating noise impacts, including the Noise 306 Mr. Alex Menor Capitals Project Manager RCTC Cost to Complete Scope of Work and Fee Proposal October 2, 2013 Page 5 of 7 Abatement Criteria (NAC), will be discussed for land uses located adjacent to the project. The areas with potential future traffic noise impacts will be identified using land use information, aerial photographs, and field reconnaissance. A discussion of any existing sensitive uses and approved future residences in the project vicinity will be included. Ambient noise level measurements will be re-conducted to establish the existing noise environment at representative land uses within the project area. Short-term (15-minute) noise level measurements will be made at up to 26 locations with concurrent traffic counts to document the existing noise environment and to calibrate the traffic noise model. Observations of other noise sources, barriers, terrains, building heights, and other site specific information will be noted during each measurement period. Short-term noise impacts from construction sources will be analyzed based on the equipment expected to be used, length of a specific construction task, equipment power type (gasoline or diesel engine), horsepower, load factor, and percentage of time in use. The construction noise impact will be evaluated in terms of maximum levels (Lmax) and the frequency of occurrence at adjacent noise sensitive locations. The Federal Highway Administration (FHWA) Traffic Noise Model (TNM) version 2.5 will be updated to evaluate the traffic noise levels associated with the Existing, Future No Build, and two build Alternatives. Model input data include peak hour traffic volumes, vehicle mix among autos, medium and heavy trucks, vehicle speeds, ground attenuation factors, and roadway configurations. Existing roadway traffic noise will be calculated as baseline conditions, using concurrent traffic counts obtained during ambient noise level measurement. The future traffic conditions will assume either the worst-case traffic condition or the projected traffic volumes provided in the traffic study. Noise abatement measures (noise barriers) designed to reduce long-term traffic noise impacts by 5 dBA or more, as required to be feasible, will be evaluated. The total reasonable allowance will be calculated for each noise barrier. Task 3.3 Noise Abatement Decision Report (NADR). CONSULTANT prepared a Noise Abatement Decision Report (NADR) for the proposed project. CONSULTANT will update the July 2011 Noise Abatement Decision Report (NADR), as defined in the May 2011 Caltrans Noise Analysis Protocol upon receipt of the estimated sound barrier construction cost and non- acoustical information related to feasibility from the project engineer. The report will summarize the preliminary reasonableness determination from the noise study report, present the engineer’s cost estimate for the evaluated abatement, evaluation of non-acoustical factors related to feasibility, preliminary noise abatement decision, and secondary effects of abatement (impacts on cultural resources, scenic views, hazardous materials, and biology). CONSULTANT will update the NADR consistent with the District report guidelines with the best information available. Task 3.4 Community Impact Assessment. CONSULTANT prepared a Community Impact Assessment (CIA) that identified the project’s community impacts on neighborhoods, businesses, and minority and low- income populations. The CIA received concurrence from Caltrans on December 29, 2010. In addition, a supplemental memo documenting limited 2010 Census updates was prepared and submitted to Caltrans in December 2011. The December 2010 CIA was based off of 2000 Census data. Between the approval of the CIA (December 2010), the submittal of the Administrative Draft IS/EA (August 2011), and recommended changes outline by Caltrans in June 2013, additional demographic 2010 Census data has become available. Caltrans is requesting an updated CIA to address this change in 2010 Census data and for those changes to be made in the Draft IS/EA. CONSULTANT will update the December 2010 Community Impact Assessment (CIA). The updated CIA will include and analyze the project based on new 2010 Census data and the recent approval of the City of Lake Elsinore General Plan and how this new data affects impacts on land uses within the project limits, such as existing and approved future residential areas located adjacent to the proposed project. Task 3.5 Supplemental Technical Memoranda. CONSULTANT prepared additional technical reports aside from those listed above for the proposed project. The remaining technical reports have received concurrence from Caltrans at various times since 2010. 307 Mr. Alex Menor Capitals Project Manager RCTC Cost to Complete Scope of Work and Fee Proposal October 2, 2013 Page 6 of 7 Between the approval of the various technical reports, the submittal of the 1st Administrative Draft IS/EA (August 2011), and recommended changes outlined by Caltrans in June 2013, slight changes in the project are being proposed. CONSULTANT is proposing a brief (i.e., one page if possible) memorandum in each discipline will be prepared to supplement the previously approved technical reports signed by the applicable specialist on each approved technical report. The purpose of these technical memoranda is to determine whether any design refinements (and resultant changes in ROW requirements) change the conclusions in the previously approved technical reports with regard to impacts or proposed avoidance, minimization, and mitigation measures a supplemental memo to address any changes in and for those changes to be made in the Draft IS/EA. Task 4.0: Update Second Administrative Draft IS/EA CONSULTANT will revise the Draft IS/EA based on the results from updated technical studies conducted for the proposed project in addition to comments received from the PDT (SC Engineering, RCTC, the City, and Caltrans) and will resubmit the revised Draft IS/EA (including a matrix documenting responses to comments on the Administrative Draft IS/EA) to the PDT (SC Engineering, RCTC, the City, and Caltrans) for review (up to 15 copies). The Draft IS/EA will be updated to use the IS/EA Annotated Outline dated October 1, 2012, posted on the SER website. Task 5.0: Prepare Draft IS/EA for Approval to Circulate (One Copy for Signature) CONSULTANT will revise the Draft IS/EA per comments received from Caltrans and will prepare the Draft IS/EA for Caltrans signature for approval to circulate the document for public review (up to 15 copies). Task 6.0: Public Review CONSULTANT will prepare a draft public distribution list per input from RCTC, the City and Caltrans. The Draft IS/EA will be circulated for public review and submitted to the Office of Planning and Research (OPR) (up to 50 hard copies; CDs of the IS/EA may be used instead of hard copies as appropriate) per the distribution list, once the list has been approved by RCTC, the City and Caltrans. CONSULTANT will prepare a Notice of Availability (NOA) and Opportunity for Public Hearing to be published in a local newspaper by SC Engineering, RCTC, or the City. This task includes up to $500 for translating the public notice into Spanish, if required by Caltrans. CONSULTANT will attend a public information meeting during the public review period or a public hearing to be coordinated and conducted by others, if Caltrans determines that a public hearing is required. Task 7.0: Prepare Draft Response to Comments The Draft Response to Comments will be prepared for submittal to the PDT (SC Engineering, RCTC, the City, and Caltrans) (up to 15 copies) for review and comment. The Draft Response to Comments will be revised per the PDT’s comments and submitted to Caltrans for approval. CONSULTANT will prepare responses for its areas of responsibility and will coordinate with SC Engineering, RCTC, the City, and Caltrans to prepare responses for their respective areas of responsibility. The level of effort to prepare the responses to comments is based on no more than 100 CONSULTANT staff hours being required to complete this task. Task 8.0: Prepare Draft MND/FONSI CONSULTANT will prepare a Draft MND/FONSI, including revisions based on responses to comments received during the public review period, for submittal to the PDT (SC Engineering, the City, and Caltrans for review (15 hard copies). Task 9.0: Prepare Final MND/FONSI A Final MND/FONSI will be prepared for submittal to Caltrans for review and approval. As part of the process for the Final MND/FONSI, CONSULTANT will prepare response letters to agencies that submitted comments on the Draft IS/EA and prepare and file a Notice of Determination (NOD). The City is responsible for the CDFW NOD filing fee and any County filing fees. CONSULTANT will prepare a Notice of Availability of the Final MND/FONSI to be published by SC Engineering, RCTC, or the City. CONSULTANT will provide up to 20 hard copies of the approved MND/FONSI. Task 10.0: Environmental Commitments Record 308 Mr. Alex Menor Capitals Project Manager RCTC Cost to Complete Scope of Work and Fee Proposal October 2, 2013 Page 7 of 7 CONSULTANT will prepare a draft and a final Environmental Commitments Record (ECR) in accordance with the guidelines on the SER Website (June 1, 2013) for use in ensuring implementation of the mitigation measures for the project. The ECR will be used in the design and construction of the I-15/Railroad Canyon Road Interchange project for the selected alternative. The ECR will incorporate the mitigation measures from the environmental document. For each mitigation measure, the ECR will include a list of the following items: a description of the mitigation measure, the timing of implementation, the performance objectives, the requirements for verification of compliance, and the party responsible for verifying compliance. The draft ECR will be submitted to the PDT (SC Engineering, RCTC, the City, and Caltrans) for review and comment, and the final ECR will be provided to Caltrans along with the Final IS/EA for approval. Once again, I appreciate the opportunity to serve the RCTC and assist in the process of the approval of the necessary documents to provide a safer transportation facility in the City of Lake Elsinore and County of Riverside. Should you have any questions, do not hesitate to call me at 951-204-8073. Sincerely, SC ENGINEERING Sal Chavez, PE Principal/Project Manager cc: Project Files-55 Attachments Fee Proposal Caltrans Letter to Marlin Feenstra, RCTC dated June 10, 2013 Caltrans Scoping Meeting Minutes of June 26, 2013 Caltrans Scoping Meeting Minutes of September 26, 2013 Draft Project Schedule 309 BLANK RCTC_Cost to Complete_Railroad_07.15.2013 I-15/Railroad Canyon Road FEE PROPOSAL PROJECT APPROVAL/ENVIRONMENTAL DOCUMENT (PA/ED) 10/9/2013 1 OF 2 TASK Additional Engineering and Environmental Services Engineering Services 1. Supplemental Traffic Impact Analysis (STIA) - Update to 2013 Existing Volumes, Phase 1 Project Failure Year and 2017 Opening Year Updating Existing Traffic Volumes to 2013 Level of Service (LOS) - Intersections 1 32 32 $3,763 LOS - Ramp Merge-Weave 1 24 24 $2,822 LOS - Ramp Merge-Diverge 1 24 24 $2,822 LOS - Freeway Mainline 1 16 16 $1,881 Phase 1 Project Failure Year Analysis Volume Development Analysis (Project Phase 1, Alternative 2 & 3)2 24 48 $5,644 LOS - Intersections (Project Phase 1, Alternative 2 & 3)2 32 64 $7,525 LOS - Merge Weave (Project Phase 1, Alternative 2 & 3)2 24 48 $5,644 LOS - Ramp Merge-Diverge (Project Phase 1, Alternative 2 & 3)2 24 48 $5,644 Level of Service - Freeway Mainline (Project Phase 1, Alternative 2 & 3)2 24 48 $5,644 Opening Year 2018 Analysis Volume Development Analysis (Project Phase 1, Alternative 2 & 3)2 24 48 $5,644 LOS - Intersections (Project Phase 1, Alternative 2 & 3)2 32 64 $7,525 LOS - Merge Weave (Project Phase 1, Alternative 2 & 3)2 24 48 $5,644 LOS - Ramp Merge-Diverge (Project Phase 1, Alternative 2 & 3)2 24 48 $5,644 LOS - Freeway Mainline (Project Phase 1, Alternative 2 & 3)2 24 48 $5,644 Supplemental TIA 1 80 80 $9,407 Exhibits/Attachments 1 100 100 $11,758 Subtotal 788 $92,656 2. New Connection Report (NCR) Safety Analysis 1 80 80 $9,407 Incorporation of Supplemental STIA Data 1 60 60 $7,055 Update NCR to new FHWA Requirements/Finalize NCR 1 72 72 $8,466 Subtotal 212 $24,928 3. Life Cycle Cost Analysis (LCCA) Update per revised Preliminary Material Report 1 40 40 $4,703 Finalize/Update LCCA to current standards 1 64 64 $7,525 Subtotal 104 $12,229 4. Traffic Management Plan Data Sheet, Update to Current Standards 1 16 16 $1,881 5. Storm Water Data Report, update to current standards, including Infiltration V3.0 cals 1 100 100 $11,758 6. Water Quality Memo Update 1 20 20 $2,352 7. Right of Way Data Sheet Coordination 1 12 12 $1,411 8. Bridge Advance Planning Studies (APS) - Metric to English Grape Street Northbound Entrance Ramp Undercrossing Bridge 1 56 56 $6,585 Southbound Railroad Canyon Road Undercrossing Bridge 1 56 56 $6,585 Franklin Street Overcrossing Bridge 1 56 56 $6,585 Subtotal 168 $19,754 Estimated No. of Items Estimated Hours/Item Hours Budget 310 RCTC_Cost to Complete_Railroad_07.15.2013 I-15/Railroad Canyon Road FEE PROPOSAL PROJECT APPROVAL/ENVIRONMENTAL DOCUMENT (PA/ED) 10/9/2013 2 OF 2 TASK Estimated No. of Items Estimated Hours/Item Hours Budget 9. Update Geometric Approval Drawings (GADs) GADs, increase weaving distance from SB Main On to Franklin Off 1 80 80 $9,407 Supplemental Mandatory Design Exception Fact Sheet (If Required)1 22 22 $2,587 Supplemental Advisory Design Exception Fact Sheet (If Required)1 22 22 $2,587 Subtotal 124 $14,580 10. Intersection Control Evaluation (ICE) Report 1 80 80 $9,407 11. Update Preliminary Material Report to Current Standards 1 33 33 $4,865 12. Update Preliminary Geotechnical Design Report to Current Standards 1 33 33 $4,865 13. Draft Project Report (DPR) a. Safety Analysis and Traffic Accident Data 1 16 16 $1,881 b. Preliminary Construction Cost Estimate 2 24 48 $5,644 c. STIA Data Incorporation 1 20 20 $2,352 d. GADs and Fact Sheet Incorporation 1 20 20 $2,352 Subtotal 104 $12,229 14. Final Project Report (FPR)1 100 100 $11,758 15. Project Management/Admin/Meetings (18 months @ 12 hrs/month)18 12 216 $25,398 Subtotal (Engineering Services)2110 $250,072 Environmental Services Environmental Project Management 1.0 Project Re-Initiation 1 14 14 $2,690 2.0 Project Management/Meetings/Administration 1 180 180 $33,700 Subtotal 194 $36,390 Environmental Technical Studies 3.1 Air Quality Report (AQR)/Air Quality Conformity Analysis (AQCA)1 72 72 $9,790 3.2 Noise Study Report (NSR)1 260 260 $32,850 3.3 Noise Abatement Decision Report (NADR)1 110 110 $14,300 3.4 Community Impact Analysis (CIA)1 80 80 $9,750 3.5 Supplemental Technical Memoranda 1 52 52 $6,440 Subtotal 574 $73,130 Draft Environmental Document (Initial Study/Environmental Assessment (IS/EA) 4.0 Update 2nd Administrative Draft IS/EA 1 280 280 $38,560 5.0 Prepare IS/EA for Circulate 1 80 80 $14,560 Subtotal 360 $53,120 Final Environmental Document 6.0 Public Review/Hearing 1 76 76 $18,240 6.1 Public Review Displays/Exhibits/Handouts 1 60 60 $7,055 7.0 Prepare Record of Public Hearing/Draft Response to Comments 1 100 100 $14,280 8.0 Draft MND/FONSI 1 80 80 $14,920 9.0 Final ND/FONSI 1 66 66 $14,330 10.0 Environmental Commitments Records 1 32 32 $4,130 Subtotal 414 $72,955 Subtotal (Environmental Services)1542 $235,595 TOTAL 3,652 $485,667 311 RCTC_Cost to Complete_Railroad_07.15.2013 SC ENGINEERING 10/9/2013 COMPANY:SCOPE OF WORK DATE REVISION SC Engineering Project Approval/Environmental Document (PA PROJECT: MILESTONE/PHASE/PROJECT SUMMARY: I-15/Railroad Canyon Rd Interchange & I-15/Franklin Ave Interchange DIRECT LABOR PERSONNEL FUNCTION HOURS RATE AMOUNT S. Chavez Project Manager 210 $63.00 $13,230 10.0% D. Ginn/Staff Senior Civil Engineer 316 $50.50 $15,958 15.0% J. Davis/Staff Senior Civil Engineer 210 $47.50 $9,975 10.0% Staff Civil Engineer 631 $42.00 $26,502 30.0% Staff CADD Operator/Technician 631 $31.00 $19,561 30.0% Staff Bridge Engineer 0 $0.00 $0 0.0% Staff Landscape Architect 0 $0.00 $0 0.0% Staff Administrative/Project Controls 106 $27.00 $2,862 5.0% 100.0% TOTAL HOURS 2,104 2,104 OVERHEAD RATE TOTAL OVERHEAD OTHER DIRECT COST ITEM QUANTITY UNIT UNIT COST AMOUNT REPRODUCTION 1 LS $5,000.00 $5,000 PUBLIC HEARING DISPLAYS 1 LS $2,400.00 $2,400 COURT REPORT (PUBLIC HEARING)1 LS $1,500.00 $1,500 SPANISH TRANSLATION 1 LS $500.00 $500 TRAFFIC COUNTS @ FRANKLIN ST 3 EA $200.00 $600 TOTAL OTHER DIRECT EXPENSES SUBCONSULTANT'S COST COMPANY AMOUNT LSA Associates $228,540.00 Group Delta Consultants $9,730.00 TOTAL SUBCONSULTANT'S COST FEES FIXED FEE 10%$21,581.56 TOTAL FEE $21,582 TOTAL PROJECT COST $238,270 $485,667 66 COST PROPOSAL WORKSHEET July 12, 2013 HOURS 1482 $10,000 $127,728 $88,088 OVERHEAD (1.45) 312 BLANK ID Task Name Duration Start Finish 1 Task 1 -Supplemental Traffic Impact Analysis (STIA)75 days Wed 1/1/14 Tue 4/15/14 2 Task 1.10 - STIA (2013, Opening Year 2018, Failure Year)25 days Wed 1/1/14 Tue 2/4/14 3 Agency Review 20 days Wed 2/5/14 Tue 3/4/14 4 Task 1.10 - Update/Revise STIA 10 days Wed 3/5/14 Tue 3/18/14 5 Agency STIA Review/Approval 20 days Wed 3/19/14 Tue 4/15/14 6 Task 2 - Caltrans WBS 160 Engineering Studies (PA/ED Phase)185 days Wed 1/1/14 Tue 9/16/14 7 160.10.15 Draft Geometric Approvals Drawings (GADs)-Update 20 days Wed 1/1/14 Tue 1/28/14 8 Agency Review 20 days Wed 1/29/14 Tue 2/25/14 9 Update/Revise GADs 10 days Wed 2/26/14 Tue 3/11/14 10 Agency 2nd Review 20 days Wed 3/12/14 Tue 4/8/14 11 160.15.05 Cost Estimates for Alternatives 10 days Wed 3/26/14 Tue 4/8/14 12 160.15.10 Approval of Fact Sheets/GADs 5 days Wed 4/9/14 Tue 4/15/14 13 New Connection Report 20 days Wed 2/26/14 Tue 3/25/14 14 1st Caltrans Review of New Connection Report 20 days Wed 3/26/14 Tue 4/22/14 15 Revise/update New Connection Report 15 days Wed 3/12/14 Tue 4/1/14 16 2nd Caltrans Review of New Connection Report 20 days Wed 4/2/14 Tue 4/29/14 17 Revise/update New Connection Report 10 days Wed 4/30/14 Tue 5/13/14 18 3rd Caltrans Review of New Connection Report 20 days Wed 5/14/14 Tue 6/10/14 19 Revise/update New Connection Report 5 days Wed 6/11/14 Tue 6/17/14 20 Caltrans Approval NCR/Transmit to FHWA 10 days Wed 6/18/14 Tue 7/1/14 21 160.15.20 Prepare Draft Project Report 20 days Wed 2/26/14 Tue 3/25/14 22 1st Caltrans Review of Draft Project Report 20 days Wed 3/26/14 Tue 4/22/14 23 Update Draft Project Report 10 days Wed 4/23/14 Tue 5/6/14 24 2nd Caltrans Review of Draft Project Report 20 days Wed 5/7/14 Tue 6/3/14 25 Update Draft Project Report 10 days Wed 6/4/14 Tue 6/17/14 26 3rd Caltrans Review of Draft Project Report 20 days Wed 6/18/14 Tue 7/15/14 27 Update Draft Project Report (2013, 2018, and Failure Year)5 days Wed 7/16/14 Tue 7/22/14 28 Final Caltrans Review of Draft Project Report 30 days Wed 7/23/14 Tue 9/2/14 29 Update Draft Project Report (Final)5 days Wed 9/3/14 Tue 9/9/14 30 160.15.25 Approve Draft Project Report 5 days Wed 9/10/14 Tue 9/16/14 31 Task 3 - Caltrans WBS 165 to 180 - Environmental Studies (PA/ED Phase)323 days Wed 2/5/14 Fri 5/1/15 32 Environmental Technical Studies 40 days Wed 2/5/14 Tue 4/1/14 33 Caltrans Completeness Review Period 20 days Wed 4/2/14 Tue 4/29/14 34 Update Environmental Technical Studies & Resubmit to Caltrans 10 days Wed 4/30/14 Tue 5/13/14 35 Caltrans Environmental Technical Studies Review 20 days Wed 5/14/14 Tue 6/10/14 36 165.25.05 Draft Environmental Document (IS/EA)20 days Wed 6/11/14 Tue 7/8/14 37 165.25.20 Caltrans NEPA QC and Reviews 20 days Wed 7/9/14 Tue 8/5/14 38 Revise Environmental Technical Studies and ED (IS/EA)14 days Wed 8/6/14 Mon 8/25/14 39 165.25.20 2nd Caltrans NEPA QC and Reviews 20 days Tue 8/26/14 Mon 9/22/14 40 2nd Revise Environmental Technical Studies and ED (IS/EA)14 days Tue 9/23/14 Fri 10/10/14 41 FHWA NCR Review/Approval (Regional)45 days Wed 7/2/14 Tue 9/2/14 42 Revise/Update NCR 10 days Wed 9/3/14 Tue 9/16/14 43 FHWA NCR Review/Approval (Washington DC)45 days Wed 9/17/14 Tue 11/18/14 44 Pavement Life Cycle Cost Analysis (LCCA)20 days Wed 9/10/14 Tue 10/7/14 45 Caltrans Review/Concurrence 20 days Wed 10/8/14 Tue 11/4/14 46 Storm Water Data Report (SWDR-PA/ED) Re-Approval 20 days Wed 9/10/14 Tue 10/7/14 47 Caltrans Review/Concurrence 20 days Wed 10/8/14 Tue 11/4/14 48 165.25.25 Approval to Circulate 10 days Wed 11/19/14 Tue 12/2/14 49 175.05.15 Publish and Circulated DED 30 days Wed 12/3/14 Tue 1/13/15 50 175.10.35 Public Hearing 1 day Wed 1/14/15 Wed 1/14/15 51 175.15 Respond to Public Comments 10 days Thu 1/15/15 Wed 1/28/15 52 Caltrans Review of Response to Comments 7 days Thu 1/29/15 Fri 2/6/15 53 Revise/Update ED 14 days Mon 2/9/15 Thu 2/26/15 54 Caltrans NEPA QC Compliance 30 days Fri 2/27/15 Thu 4/9/15 55 180 Approve Final PR and ED 16 days Fri 4/10/15 Fri 5/1/15 56 Task 4 - Caltrans WBS 185 to 255 PS&E 370 days Mon 5/4/15 Fri 9/30/16 85 Task 5 - Caltrans WBS 200 Coordinate Utilities 486 days Mon 7/6/15 Mon 5/15/17 92 Task 6- Caltrans WBS 220 Right of Way 486 days Mon 7/6/15 Mon 5/15/17 101 Task 7- Caltrans WBS 265 Advertise, Open Bids, Award & Approve Contract 122 days Tue 5/16/17 Wed 11/1/17 108 Task 8- Caltrans WBS 270 Construct Project 413 days Thu 11/2/17 Mon 6/3/19 Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Qtr 1, 2014 Qtr 2, 2014 Qtr 3, 2014 Qtr 4, 2014 Qtr 1, 2015 Task Split Progress Milestone Summary Project Summary External Tasks External Milestone Deadline PROJECT SCHEDULE I-15/Railroad Canyon Road Interchange Project Approval/Environmental Document (PA/ED) 08-RIV-15 Reconstruct Interchange EA 0A4400 SC ENGINEERING Page 1 RCTC/CITY OF LAKE ELSINORE Project: 15_Railroad_PA-ED_10.01.20 Date: Thu 10/24/13 313 AGENDA ITEM 7L RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: December 11, 2013 TO: Riverside County Transportation Commission FROM: Western Riverside County Programs and Projects Committee Patti Castillo, Capital Projects Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Agreement with All American Asphalt for the Construction of State Route 74 Curve Widening from Calvert Avenue to California Avenue in the County of Riverside Near the City of Hemet WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1)Approve Agreement No. 13-31-139-00 to All American Asphalt (All American) for the construction of State Route 74 Curve widening project from Calvert Avenue to California Avenue in the county of Riverside near the city of Hemet in the amount of $1,970,005, plus a contingency amount of $197,000 for potential change orders and supplemental work during construction, for a total amount not to exceed $2,167,005; 2)Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement behalf of the Commission; 3)Authorize the Executive Director to approve contingency work up to the total authorized amount as may be required for the project; and 4)Authorize the Executive Director to enter into agreements, or amendments to existing agreements, as determined appropriate, with the state of California (State) for an amount not to exceed $120,000 for Construction Zone Enhanced Enforcement Program (COZEEP), and state furnished materials, and other items. BACKGROUND INFORMATION: The SR-74 Curve widening project located near the city of Hemet in Riverside County is the last remaining Western County highway project namedin the 1989 Measure A Expenditure Plan. The project consists of widening the highway to provide standard lane and shoulder widths and a 14-foot wide painted median from Calvert Avenue to California Avenue. On September 26, 2013, the Commission advertised for the construction of the project. On October 31, 2013, four bids were received and publicly opened. A summary of the bids received is shown in Table A. Agenda Item 7L 314 Table A SR-74 Curve Widening Project Bid Summary Firm Bid Amount (In order from low bid to high bid) Engineer's Estimate for Construction $2,364,408 1 All American Asphalt $1,970,005 2 Skanska USA Civil West CA Dist., Inc. $2,011,380 3 Hal Hayes Construction, Inc. $2,072,594 4 Griffith Company $2,098,718 The basis for award of a public works contract is the lowest responsive and responsible bidder as defined by the Commission’s procurement policy and state law. The bid analysis attached shows the bid amounts of the three lowest bidders and lists the bid unit price, amount, and percent variation from the engineer’s estimate for each bid item. The total bid price submitted by All American was 17 percent lower than the engineer’s estimate for construction. After analyzing the three lowest bids, staff and the construction manager, RBF Baker, concluded that All American’s bid in the amount of $1,970,005 is the lowest responsible and responsive bid received for the project. The construction phase of this project is 100 percent funded with 1989 Measure A Western County highway funds. Construction activity is expected to begin in May 2014 and will take about four months to complete. Staff recommends award of Agreement No. 13-31-139-00 to All American for the construction of the project in the amount of $1,970,005, plus a contingency amount of $197,000, to fund potential change orders and supplemental work, for a total amount not to exceed $2,167,005. Additionally, the engineer’s estimate included additional items required for the project but not included in the construction contract such as COZEEP and state furnished items in the amount of $120,000. Staff recommends authorization for the Executive Director to execute agreements or amendments to existing agreements for these items with the State in an amount not to exceed $120,000. Agenda Item 7L 315 Financial Information In Fiscal Year Budget: Yes N/A Year: FY 2013/14 FY 2014/15 Amount: $ 100,000 $ 2,187,005 Source of Funds: 1989 Measure A Western County highway Budget Adjustment: No N/A GL/Project Accounting No.: 003009 81301 00000 0000 222 31 81301 Fiscal Procedures Approved: Date: 11/14/2013 Attachments: 1) Bid Analysis 2) Draft Agreement No. 13-31-139-00 Agenda Item 7L 316 BLANK 74 WIDENING BETWEEN CALVERT AVENUE AND CALIFORNIA AVENUE (PM 34.8 TO PM 35.92) LB vs E's E 2nd vs E's E 3rd vs E's E Item No. Item Code Unit Quantity U. P. Amount %U. P. Amount %U.P. Amount % Quantity Unit Price Item Cost 1 (S) 120090 LS 1 13,000.00$ 13,000.00$ 116.67%10,500.00$ 10,500.00$ 75.00%6,000.00$ 6,000.00$ 0.00%1 6,000.00$        6,000.00$               2 (S) 120100 LS 1 57,000.00$ 57,000.00$ ‐24.00%40,000.00$ 40,000.00$ ‐46.67%18,000.00$ 18,000.00$ ‐76.00%1 75,000.00$      75,000.00$             3 120110 EA 5 416.00$ 2,080.00$ ‐79.20%350.00$ 1,750.00$ ‐82.50%600.00$ 3,000.00$ ‐70.00%5 2,000.00$        10,000.00$             4 (S) 120149 SQ FT 435 2.06$ 896.10$ ‐31.33%3.00$ 1,305.00$ 0.00%1.00$ 435.00$ ‐66.67%435 3.00$               1,305.00$              5 120159 LF 40,933 0.49$ 20,057.17$ 22.50%0.35$ 14,326.55$ ‐12.50%0.25$ 10,233.25$ ‐37.50%40,933 0.40$               16,374.00$            6 120165 EA 414 27.00$ 11,178.00$ ‐22.86%28.00$ 11,592.00$ ‐20.00%35.00$ 14,490.00$ 0.00%414 35.00$             14,490.00$            7 120300 EA 1,053 3.10$ 3,264.30$ ‐11.43%2.00$ 2,106.00$ ‐42.86%3.00$ 3,159.00$ ‐14.29%1,053 3.50$               3,687.00$              8 128650 EA 2 3,150.00$ 6,300.00$ ‐10.00%4,700.00$ 9,400.00$ 34.29%8,000.00$ 16,000.00$ 128.57%2 3,500.00$       7,000.00$              9 (S) 129000 LF 6,370 5.25$ 33,442.50$ ‐65.00%7.00$ 44,590.00$ ‐53.33%20.00$ 127,400.00$ 33.33%6,370 15.00$             95,550.00$            10 (S) 129100 EA 25 416.00$ 10,400.00$ 108.00%175.00$ 4,375.00$ ‐12.50%375.00$ 9,375.00$ 87.50%25 200.00$           5,000.00$              11 129100 LF 6,060 1.00$ 6,060.00$ ‐66.67%1.90$ 11,514.00$ ‐36.67%3.50$ 21,210.00$ 16.67%6,060 3.00$               18,180.00$            12 130100 LS 1 515.00$ 515.00$ ‐93.13%14,000.00$ 14,000.00$ 86.67%5,000.00$ 5,000.00$ ‐33.33%1 7,500.00$       7,500.00$              13 130300 LS 1 10,750.00$ 10,750.00$ 202.82%500.00$ 500.00$ ‐85.92%1,000.00$ 1,000.00$ ‐71.83%1 3,550.00$       3,550.00$              14 130330 EA 1 1,030.00$ 1,030.00$ ‐48.50%500.00$ 500.00$ ‐75.00%2,500.00$ 2,500.00$ 25.00%1 2,000.00$       2,000.00$              15 130560 SQ YD 22,437 0.36$ 8,077.32$ 80.00%0.15$ 3,365.55$ ‐25.00%0.20$ 4,487.40$ 0.00%22,437 0.20$               4,488.00$              16 130610 LF 3,422 9.00$ 30,798.00$ 130.77%4.50$ 15,399.00$ 15.38%1.50$ 5,133.00$ ‐61.54%3,422 3.90$               13,346.00$            17 130710 EA 2 7,700.00$ 15,400.00$ 156.67%6,000.00$ 12,000.00$ 100.00%2,000.00$ 4,000.00$ ‐33.33%2 3,000.00$       6,000.00$              18 130730 LS 1 10,000.00$ 10,000.00$ ‐23.08%11,000.00$ 11,000.00$ ‐15.38%10,000.00$ 10,000.00$ ‐23.08%1 13,000.00$     13,000.00$            19 130900 LS 1 1,030.00$ 1,030.00$ ‐65.67%650.00$ 650.00$ ‐78.33%1,000.00$ 1,000.00$ ‐66.67%1 3,000.00$       3,000.00$              20 150608 LF 1,068 5.00$ 5,340.00$ ‐37.50%5.00$ 5,340.00$ ‐37.50%2.00$ 2,136.00$ ‐75.00%1,068 8.00$               8,544.00$              21 150620 A EA 1 1,240.00$ 1,240.00$ 55.00%200.00$ 200.00$ ‐75.00%100.00$ 100.00$ ‐87.50%1 800.00$           800.00$                  22 150620 B LF 52 101.00$ 5,252.00$ 152.50%40.00$ 2,080.00$ 0.00%15.00$ 780.00$ ‐62.50%52 40.00$             2,080.00$              23 150711 LF 4,635 1.03$ 4,774.05$ 106.00%0.50$ 2,317.50$ 0.00%0.60$ 2,781.00$ 20.00%4,635 0.50$               2,318.00$              24 150742 EA 1 51.50$ 51.50$ ‐31.33%40.00$ 40.00$ ‐46.67%110.00$ 110.00$ 46.67%1 75.00$             75.00$ 25 150771 LF 461 1.03$ 474.83$ ‐79.40%4.00$ 1,844.00$ ‐20.00%3.00$ 1,383.00$ ‐40.00%461 5.00$               2,305.00$              26 150860 CY 156 82.00$ 12,792.00$ 228.00%21.00$ 3,276.00$ ‐16.00%40.00$ 6,240.00$ 60.00%156 25.00$             3,900.00$              27 152390 EA 12 180.00$ 2,160.00$ ‐14.29%200.00$ 2,400.00$ ‐4.76%150.00$ 1,800.00$ ‐28.57%12 210.00$           2,520.00$              28 152423 A EA 4 460.00$ 1,840.00$ ‐38.67%1,000.00$ 4,000.00$ 33.33%800.00$ 3,200.00$ 6.67%4 750.00$           3,000.00$              29 152440 EA 5 770.00$ 3,850.00$ ‐30.00%1,000.00$ 5,000.00$ ‐9.09%1,000.00$ 5,000.00$ ‐9.09%5 1,100.00$       5,500.00$              30 153103 SQ YD 26,201 1.12$ 29,345.12$ 40.00%2.10$ 55,022.10$ 162.50%2.25$ 58,952.25$ 181.25%26,201 0.80$               20,961.00$            31 156540 A EA 4 640.00$ 2,560.00$ ‐36.00%600.00$ 2,400.00$ ‐40.00%400.00$ 1,600.00$ ‐60.00%4 1,000.00$       4,000.00$              32 160102 LS 1 1,550.00$ 1,550.00$ ‐69.00%3,000.00$ 3,000.00$ ‐40.00%11,000.00$ 11,000.00$ 120.00%1 5,000.00$       5,000.00$              33 190101 CY 9,691 18.80$ 182,190.80$ ‐24.80%12.00$ 116,292.00$ ‐52.00%10.00$ 96,910.00$ ‐60.00%9,691 25.00$             242,275.00$          34 190110 LS 1 1,550.00$ 1,550.00$ ‐48.33%750.00$ 750.00$ ‐75.00%900.00$ 900.00$ ‐70.00%1 3,000.00$       3,000.00$              35 210280 SQ FT 14,697 0.88$ 12,933.36$ ‐7.37%0.95$ 13,962.15$ 0.00%0.20$ 2,939.40$ ‐78.95%14,697 0.95$               13,963.00$            36 210350 LF 3,219 2.85$ 9,174.15$ 42.50%3.85$ 12,393.15$ 92.50%3.00$ 9,657.00$ 50.00%3,219 2.00$               6,438.00$              37 210430 SQ FT 212,427 0.03$ 6,372.81$ ‐80.00%0.05$ 10,621.35$ ‐66.67%0.12$ 25,491.24$ ‐20.00%212,427 0.15$               31,864.00$            38 210600 SQ FT 14,697 0.36$ 5,290.92$ ‐52.00%0.30$ 4,409.10$ ‐60.00%0.60$ 8,818.20$ ‐20.00%14,697 0.75$               11,022.75$            39 210630 SQ FT 14,967 0.21$ 3,143.07$ ‐47.50%0.35$ 5,238.45$ ‐12.50%0.15$ 2,245.05$ ‐62.50%14,967 0.40$               5,987.00$              40 260203 CY 2,892 29.00$ 83,868.00$ ‐42.00%33.00$ 95,436.00$ ‐34.00%30.00$ 86,760.00$ ‐40.00%2,892 50.00$             144,600.00$          41 390132 TON 10,790 78.00$ 841,620.00$ 4.00%85.00$ 917,150.00$ 13.33%84.00$ 906,360.00$ 12.00%10,790 75.00$             809,250.00$          42 394076 LF 315 15.45$ 4,866.75$ ‐38.20%6.00$ 1,890.00$ ‐76.00%11.00$ 3,465.00$ ‐56.00%315 25.00$             7,875.00$              43 395000 TON 26 1,300.00$ 33,800.00$ 30.00%1,250.00$ 32,500.00$ 25.00%250.00$ 6,500.00$ ‐75.00%26 1,000.00$       26,000.00$            44 397005 TON 19 590.00$ 11,210.00$ ‐34.44%700.00$ 13,300.00$ ‐22.22%750.00$ 14,250.00$ ‐16.67%19 900.00$           17,100.00$            45 (F)51502 CY 28 1,580.00$ 44,240.00$ ‐34.17%700.00$ 19,600.00$ ‐70.83%800.00$ 22,400.00$ ‐66.67%28 2,400.00$       67,200.00$            46 510526 CY 51 270.00$ 13,770.00$ 35.00%275.00$ 14,025.00$ 37.50%140.00$ 7,140.00$ ‐30.00%51 200.00$           10,200.00$            47 650018 LF 543 81.00$ 43,983.00$ ‐59.50%40.00$ 21,720.00$ ‐80.00%44.00$ 23,892.00$ ‐78.00%543 200.00$           108,600.00$          48 721009 CY 44 290.00$ 12,760.00$ 16.00%175.00$ 7,700.00$ ‐30.00%85.00$ 3,740.00$ ‐66.00%44 250.00$           11,000.00$            49 721012 CY 187 290.00$ 54,230.00$ 45.00%170.00$ 31,790.00$ ‐15.00%85.00$ 15,895.00$ ‐57.50%187 200.00$           37,400.00$            50 729010 SQ YD 820 9.30$ 7,626.00$ 3.33%4.00$ 3,280.00$ ‐55.56%1.50$ 1,230.00$ ‐83.33%820 9.00$               7,380.00$              51 800360 LF 829 16.40$ 13,595.60$ ‐3.53%16.00$ 13,264.00$ ‐5.88%21.00$ 17,409.00$ 23.53%829 17.00$             14,093.00$            52 820108 EA 28 46.00$ 1,288.00$ 2.22%50.00$ 1,400.00$ 11.11%55.00$ 1,540.00$ 22.22%28 45.00$             1,260.00$              53 832003 LF 150 22.00$ 3,300.00$ ‐37.14%21.50$ 3,225.00$ ‐38.57%130.00$ 19,500.00$ 271.43%150 35.00$              5,250.00$               54 839581 EA 1 720.00$ 720.00$ ‐10.00%700.00$ 700.00$ ‐12.50%1,100.00$ 1,100.00$ 37.50%1 800.00$           800.00$                  55 839584 EA 1 3,400.00$ 3,400.00$ 13.33%3,500.00$ 3,500.00$ 16.67%3,500.00$ 3,500.00$ 16.67%1 3,000.00$       3,000.00$              56 840504 LF 49,626 0.47$ 23,324.22$ 34.29%0.45$ 22,331.70$ 28.57%0.40$ 19,850.40$ 14.29%49,626 0.35$               17,369.00$            57 840506 LF 1,339 0.93$ 1,245.27$ 9.41%1.00$ 1,339.00$ 17.65%1.00$ 1,339.00$ 17.65%1,339 0.85$               1,138.00$              58 840515 SQ FT 973 4.10$ 3,989.30$ ‐8.89%4.50$ 4,378.50$ 0.00%4.00$ 3,892.00$ ‐11.11%973 4.50$               4,379.00$              59 (S) 850102 EA 901 3.10$ 2,793.10$ ‐22.50%3.50$ 3,153.50$ ‐12.50%3.50$ 3,153.50$ ‐12.50%901 4.00$               3,604.00$              60 860298 LS 1 19,000.00$ 19,000.00$ ‐24.00%31,500.00$ 31,500.00$ 26.00%40,000.00$ 40,000.00$ 60.00%1 25,000.00$      25,000.00$             61 (S) 861502 LS 1 78,000.00$ 78,000.00$ ‐3.67%80,500.00$ 80,500.00$ ‐0.59%100,000.00$ 100,000.00$ 23.49%1 80,975.00$      80,975.00$             62 999990 LS 1 64,000.00$ 64,000.00$ ‐69.48%158,026.40$ 158,026.40$ ‐24.64%195,000.00$ 195,000.00$ ‐7.01%1 209,700.00$    209,700.00$           63 LS 1 70,212.00$ 70,212.00$ 0.00%70,212.00$ 70,212.00$ 0.00%70,212.00$ 70,212.00$ 0.00%1 70,212.00$      70,212.00$             SUBTOTAL 1,970,004.24$        SUBTOTAL 2,011,380.00$          SUBTOTAL 2,072,593.69$         SUBTOTAL 2,364,408$              Total 1,970,004.24$ Total 2,011,380.00$ Total 2,072,593.69$ Total 2,364,408.00$ 1,970,004.24$ 2,011,380.00$ 2,072,593.69$ -$ -$ -$ -16.68%-14.93%-12.34% ALTERNATIVE IN-LINE TERMINAL SYSTEM Percent +/- Engineer's Estimate = RCTC's CALCULATED TOTAL BID AMOUNT = CONTRACTOR's CALCULATED TOTAL BID AMOUNT= DIFFERENCE (ERROR) CALTRANS ENCROACHMENT PERMIT FEE MODIFY SIGNAL AND LIGHTING (SR 74 @ FOUR SEASONS) MOBILIZATION 4" THERMOPLASTIC TRAFFIC STRIPE PAVEMENT MARKER (REFLECTIVE)SIGNAL AND LIGHTING (STAGE CONSTRUCTION) (SR 74 @ FOUR SEASONS) (STAGE 1 & 2) 8" THERMOPLASTIC TRAFFIC STRIPE JOB SITE MANAGEMENT PREPARE SWPPP STORM WATER ANNUAL REPORT TEMPORARY SOIL BINDER CHANNELIZER (SURFACE MOUNTED) TEMPORARY PAVEMENT MARKER (REFLECTIVE) PORTABLE CHANGEABLE MESSAGE SIGN TEMPORARY RAILING (TYPE K) TEMPORARY CRASH CUSHION MODULE INCORPORATE MATERIALS CLASS 2 AGGREGATE BASE HOT MIX ASPHALT (TYPE A) TEMPORARY CONSTRUCTION ENTRANCE TEMPORARY CHECK DAM STREET SWEEPING REMOVE CHAIN LINK FENCE PLATE HOT MIX ASPHALT DIKE (TYPE E) LIQUID ASPHALT (PRIME COAT) 24" REINFORCED CONCRETE PIPE ROCK SLOPE PROTECTION (FACING, METHOD B) ROCK SLOPE PROTECTION (BACKING NO. 3, METHOD B) ROCK SLOPE PROTECTION FABRIC CHAIN LINK FENCE (TYPE SL-6) TEMPORARY TRAFFIC SCREEN TEMPORARY CONCRETE WASHOUT Item Description REMOVE BASE AND SURFACING RELOCATE ROADSIDE SIGN RESET SURVEY MONUMENT MINOR CONCRETE (MINOR STRUCTURE) MINOR CONCRETE (BACKFILL) ADJUST MANHOLE TO GRADE COLD PLANE ASPHALT CONCRETE PAVEMENT REMOVE TREE CLEARING AND GRUBBING ROADWAY EXCAVATION COMPOST  Engineer's Estimate  THERMOPLASTIC PAVEMENT MARKING 2nd REMOVE STONE WALL GATE REMOVE STONE WALL REMOVE PAINTED TRAFFIC STRIPE DELINEATOR (CLASS 2) METAL BEAM GUARD RAILING (WOOD POST) END ANCHOR ASSEMBLY (TYPE SFT) LEAD COMPLIANCE PLAN TACK COAT ROLLED EROSION CONTROL PRODUCT (BLANKET) FIBER ROLLS HYDROSEED REMOVE ROADSIDE SIGN REMOVE ASPHALT CONCRETE DIKE Riverside County Transportation Commission Project ID No. 13-31-139-00 District: 08 County: Riverside Route: 74 Date: November 6, 2013 3rd TEMPORARY TRAFFIC STRIPE (PAINT) Low Bidder CONSTRUCTION AREA SIGNS TRAFFIC CONTROL SYSTEM FLASHING ARROW SIGN TEMPORARY PAVEMENT MARKING (PAINT) ATTACHMENT 1 317 BLANK 1  RIVERSIDE COUNTY TRANSPORTATION COMMISSION ************** CONTRACT ************** FOR CONSTRUCTION OF STATE ROUTE 74 WIDENING BETWEEN CALVERT AVENUE AND CALIFORNIA AVENUE (PM 34.8 TO PM 35.92) ALONG THE SOUTH SIDE OF STATE ROUTE 74 (EASTBOUND) TO PROVIDE STANDARD LANES, SHOULDER WIDTHS AND STANDARD PAVED MEDIAN FROM CALVERT AVENUE TO CALIFORNIA AVENUE NEAR THE CITY OF HEMET, IN RIVERSIDE COUNTY, CALIFORNIA RCTC Agreement No. 13-31-139-00 December 11, 2013 BETWEEN RIVERSIDE COUNTY TRANSPORTATION COMMISSION AND ALL AMERICAN ASPHALT ATTACHMENT 2 318 BLANK   2    CONSTRUCTION OF STATE ROUTE 74 WIDENING BETWEEN CALVERT AVENUE AND CALIFORNIA AVENUE (PM 34.8 TO PM 35.92) ALONG THE SOUTH SIDE OF STATE ROUTE 74 (EASTBOUND) TO PROVIDE STANDARD LANES, SHOULDER WIDTHS AND STANDARD PAVED MEDIAN FROM CALVERT AVENUE TO CALIFORNIA AVENUE NEAR THE CITY OF HEMET, IN RIVERSIDE COUNTY, CALIFORNIA   RCTC AGREEMENT NO. 13-31-139-00   1. PARTIES AND DATE.   This Contract is made and entered into on this day of __________________, 2013 by and between the Riverside County Transportation Commission (Commission) and All American Asphalt (Contractor). This Contract is for that Work described in the Contract Documents entitled: FOR CONSTRUCTION OF STATE ROUTE 74 WIDENING BETWEEN CALVERT AVENUE AND CALIFORNIA AVENUE (PM 34.8 TO PM 35.92) ALONG THE SOUTH SIDE OF STATE ROUTE 74 (EASTBOUND) TO PROVIDE STANDARD LANES, SHOULDER WIDTHS AND STANDARD PAVED MEDIAN FROM CALVERT AVENUE TO CALIFORNIA AVENUE NEAR THE CITY OF HEMET, IN RIVERSIDE COUNTY, CALIFORNIA 2. RECITALS. 2.1 The Commission is a County Transportation Commission organized under the provisions of Sections 130000, et seq. of the Public Utilities Code of the State of California, with power to contract for services necessary to achieving its purpose; 2.2 Contractor, in response to a Notice Inviting Bids issued by Commission on September 26, 2013, has submitted a bid proposal FOR CONSTRUCTION OF STATE ROUTE 74 WIDENING BETWEEN CALVERT AVENUE AND CALIFORNIA AVENUE (PM 34.8 TO PM 35.92) ALONG THE SOUTH SIDE OF STATE ROUTE 74 (EASTBOUND) TO PROVIDE STANDARD LANES, SHOULDER WIDTHS AND STANDARD PAVED MEDIAN FROM CALVERT AVENUE TO CALIFORNIA AVENUE NEAR THE CITY OF HEMET, IN RIVERSIDE COUNTY, CALIFORNIA 2.3 Commission has duly opened and considered the Contractor's bid proposal and duly awarded the bid to Contractor in accordance with the Notice Inviting Bids and other Bid Documents. 319   3    2.4 Contractor has obtained, and delivers concurrently herewith, Performance and Payment Bonds and evidences of insurance coverage as required by the Contract Documents. 3. TERMS. 3.1 Incorporation of Documents. This Contract includes and hereby incorporates in full by reference this Contract and the following Contract Documents provided with the above referenced Notice Inviting Bids, including all exhibits, drawings, specifications and documents therein, and attachments thereto, all of which, including all addendum thereto, are by this reference incorporated herein and made a part of this Contract: a. NOTICE INVITING BIDS b. INSTRUCTIONS TO BIDDERS c. CONTRACT BID FORMS d. FORM OF CONTRACT e. PAYMENT AND PERFORMANCE BOND FORMS f. ESCROW AGREEMENT FOR SECURITY DEPOSITS g. CONTRACT APPENDIX PART "A" - Regulatory Requirements and Permits PART "B" - Special Provisions PART "C" – Revised Standard Specifications PART "D" - Contract Drawings (under separate cover) 3.2 Contractor's Basic Obligation. Contractor promises and agrees, at his own cost and expense, to furnish to the Commission all labor, materials, tools, equipment, services, and incidental and customary work for the construction of State Route 74 (SR-74) widening between Calvert Avenue and California Avenue (PM 34.8 to PM 35.92) on the south side of SR-74 (eastbound) to provide standard lanes, shoulder widths and standard paved median from Calvert Avenue to California Avenue. The total length of the project is approximately 1.3 miles, including transition striping areas and the limits for the installation of construction signage, (Work). Nothwithstanding anything else in the Contract Documents, the Contractor shall complete the Work for a total of One Million Nine Hundred Seventy Thousand Five Dollars ($1,970,004.00), as specified in the bid proposal and pricing schedules submitted by the Contractor in response to the above referenced Notice Inviting Bids. Such amount shall be subject to adjustment in accordance with the applicable terms of this Contract. All Work shall be subject to, and 320   4    performed in accordance with the above referenced Contract Documents. 3.3 Period of Performance. All jobsite activities must begin no later than 120 days (mobilization period) after receiving Notice to Proceed. Contractor shall perform and complete all Work under this Contract within 90 working days of the effective date of the Authorization to Start, which may occur within the 120 day mobilization period, and in accordance with any completion schedule developed pursuant to provisions of the Contract Documents. Contractor agrees that if such Work is not completed within the aforementioned periods, liquidated damages will apply as provided by the applicable provisions of the Special Provisions, found in Part "B" of the Contract Appendix. The amount of liquidated damages shall equal $3,000.00 for each day or fraction thereof, it takes to complete the Work, or specified portion(s) of the Work, over and above the number of days specified herein or beyond the Project Milestones established by approved Construction Schedules. 3.4 Commission's Basic Obligation. Commission agrees to engage and does hereby engage Contractor as an independent contractor to furnish all materials and to perform all Work according to the terms and conditions herein contained for the sum set forth above. Except as otherwise provided in the Contract Documents, the Commission shall pay to Contractor, as full consideration for the satisfactory performance by the Contractor of services and obligation required by this Contract, the above referenced compensation in accordance with Compensation Provisions set forth in the Contract Documents. 3.5 Contractor's Labor Certification. Contractor maintains that he is aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Work. A certification form for this purpose is attached to this Contract as Exhibit “A” and incorporated herein by reference, and shall be executed simultaneously with this Contract. 3.6 Successors. The parties do for themselves, their heirs, executors, administrators, successors, and assigns agree to the full performance of all of the provisions contained in this Contract. Contractor may not either voluntarily or by action 321   5    of law, assign any obligation assumed by Contractor hereunder without the prior written consent of the Commission. 3.7 Notices. All notices hereunder and communications regarding interpretation of the terms of the Contract or changes thereto shall be provided by the mailing thereof by registered or certified mail, return receipt requested, postage prepaid and addressed as follows: Contractor: Commission: All American Asphalt Riverside County Transportation Commission 400 E. Sixth Street P.O. Box 12008 Corona, CA 92879 Riverside, California 92502-2208 Attn: Robert Bradley Attn: Executive Director Any notice so given shall be considered received by the other party three days after deposit in the U.S. Mail, first class postage prepaid, addressed to the party at the above address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. CONTRACTOR RIVERSIDE COUNTY ALL AMERICAN ASPHALT TRANSPORTATION COMMISSION By: ______________________ By: ____________________________ Name Anne Mayer, Executive Director _______________________ Title Tax I.D. Number: APPROVED AS TO FORM: By: ____________________________ Best, Best & Krieger LLP Counsel, RCTC 322   6    EXHIBIT “A” CERTIFICATION LABOR CODE - SECTION 1861 I, the undersigned Contractor, am aware of the provisions of Section 3700 et seq. of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of the Code. I agree to and will comply with such provisions before commencing the Work governed by this Contract. CONTRACTOR: Name of Contractor: All American Asphalt By: ___________________________________ Signature ___________________________________ Name ___________________________________ Title ___________________________________ Date 323   PB ‐ 1      RIVERSIDE COUNTY TRANSPORTATION COMMISSION   ************************ PERFORMANCE BOND ************************       FOR CONSTRUCTION OF STATE ROUTE 74 WIDENING BETWEEN CALVERT AVENUE AND CALIFORNIA AVENUE (PM 34.8 TO PM 35.92) ALONG THE SOUTH SIDE OF STATE ROUTE 74 (EASTBOUND) TO PROVIDE STANDARD LANES, SHOULDER WIDTHS AND STANDARD PAVED MEDIAN FROM CALVERT AVENUE TO CALIFORNIA AVENUE NEAR THE CITY OF HEMET, IN RIVERSIDE COUNTY, CALIFORNIA RCTC Agreement No. 13-31-139-00   December 11, 2013 324   PB ‐ 2    PERFORMANCE BOND WHEREAS the Riverside County Transportation Commission (Obligee) has awarded to _______________________________ (Contractor), a contract for work consisting of but not limited to, furnishing all labor, materials, tools, equipment, services, and incidentals FOR CONSTRUCTION OF STATE ROUTE 74 WIDENING BETWEEN CALVERT AVENUE AND CALIFORNIA AVENUE (PM 34.8 TO PM 35.92) ALONG THE SOUTH SIDE OF STATE ROUTE 74 (EASTBOUND) TO PROVIDE STANDARD LANES, SHOULDER WIDTHS AND STANDARD PAVED MEDIAN FROM CALVERT AVENUE TO CALIFORNIA AVENUE NEAR THE CITY OF HEMET, IN RIVERSIDE COUNTY, CALIFORNIA RCTC AGREEMENT NO. 13-31-139-00, and all other required services within the rights-of-way, easements and permits; WHEREAS, the Work to be performed by the Contractor is more particularly set forth in that certain contract for the said Public Work (Public Work Contract) dated ______________________________; and WHEREAS, the Contractor is required by said Public Work Contract to perform the terms thereof and to provide a bond both for the performance and guaranty thereof, NOW, THEREFORE, we _________________________________, the undersigned Contractor, as Principal, and ________________________________, a corporation organized and existing under the laws of the State of ______________________________, and duly authorized to transact business under the laws of the State of California, as Surety, as held and firmly bound unto the RIVERSIDE COUNTY TRANSPORTATION COMMISSION in the sum of _________________ dollars, ($_______________________), said sum being not less than 100% of the total amount payable by the said Obligee under the terms of the said Public Work Contract, for which payment well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH, that if the Principal, his or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and agreements in the said Public Work Contract and any alteration thereof made as therein provided, on his or their part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their intent and meaning; and shall faithfully fulfill the one year guarantee of all materials and workmanship; and indemnify and save harmless the Obligee, its officers and agents, as stipulated in the said Public Work Contract, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect. 325   PB ‐ 3    In addition to the provisions hereinabove, it is agreed that this bond will inure to the benefit of any and all persons, companies and corporations entitled to make claims under Section 3181 of the California Civil Code, so as to give a right of action to them or their assigns in any suit brought upon this bond. The said Surety, for value received, hereby stipulates and agrees that no change, extensions of time, alteration or addition to the terms of the Public Work Contract or to the Work to be performed thereunder, or the specifications accompanying the same shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract, or to the Work or to Specifications. IN WITNESS WHEREOF, we have hereto set our hands and seals this ______day on _____________, 20____. ________________________________________ Principal/Contractor By: _____________________________________ President ________________________________________ Surety By: _____________________________________ Attorney-in-Fact The rate of premium on this bond is ___________________________per thousand. The total amount of premium charged, $_________________________. (The above must be filled in by corporate surety.) 326   PB ‐ 4    STATE OF CALIFORNIA ) ) ss. COUNTY OF _____________ ) On this ______ day of _______________, in the year __________, before me, _______________, personally appeared ___________________________________________________, known to me (or proved to be on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument as the Attorney-in-Fact of the __________________________________ (surety) and acknowledged to me that he subscribed the name of the ____________________ (surety) thereto and his own name as Attorney-in-Fact. ___________________________________ (SEAL) Notary Public in and for said State My Commission expires ________________. 327   PB ‐ 5    CERTIFICATE AS TO CORPORATE PRINCIPAL   I, _________________________________, certify that I am the ___________________________ Secretary of the corporation named as principal to the within bond; that _____________________ who signed the said bond on behalf of the principal was then ____________________________ of said corporation that I know his signature, and his signature thereto is genuine; and that said bond was duly signed, sealed and attested for and in behalf of said corporation by authority of its governing Board. (Corporate Seal) ________________________________ Signature ________________________________ Date NOTE: A copy of the power of attorney to local representatives of the bonding company may be attached hereto.     328   PB ‐ 6    RIVERSIDE COUNTY TRANSPORTATION COMMISSION   ************************ PAYMENT BOND ************************       FOR CONSTRUCTION OF STATE ROUTE 74 WIDENING BETWEEN CALVERT AVENUE AND CALIFORNIA AVENUE (PM 34.8 TO PM 35.92) ALONG THE SOUTH SIDE OF STATE ROUTE 74 (EASTBOUND) TO PROVIDE STANDARD LANES, SHOULDER WIDTHS AND STANDARD PAVED MEDIAN FROM CALVERT AVENUE TO CALIFORNIA AVENUE NEAR THE CITY OF HEMET, IN RIVERSIDE COUNTY, CALIFORNIA RCTC Agreement No. 13-31-139-00   December 11, 2013 329 BLANK   PB ‐ 7    PAYMENT (MATERIAL & LABOR) BOND WHEREAS the Riverside County Transportation Commission (Obligee) has awarded to (Contractor), a contract for work consisting of but not limited to, furnishing all labor, materials, tools, equipment, services, and incidentals for the CONSTRUCTION OF STATE ROUTE 74 WIDENING BETWEEN CALVERT AVENUE AND CALIFORNIA AVENUE (PM 34.8 TO PM 35.92) ALONG THE SOUTH SIDE OF STATE ROUTE 74 (EASTBOUND) TO PROVIDE STANDARD LANES, SHOULDER WIDTHS AND STANDARD PAVED MEDIAN FROM CALVERT AVENUE TO CALIFORNIA AVENUE NEAR THE CITY OF HEMET, IN RIVERSIDE COUNTY, CALIFORNIA RCTC AGREEMENT NO. 13-31-139-00, and all other required services within the right-of-way, easements and permits; WHEREAS, the Work to be performed by the Contractor is more particularly set forth in that certain contract for the said Public Work dated _________________, (Public Work Contract); and WHEREAS, said Contractor is required to furnish a bond in connection with said Public Work Contract providing that if said Contractor or any of his or its subcontractors shall fail to pay for any materials, provisions, or other supplies, or terms used in, upon, for or about the performance of the Work contracted to be done, or for any work or labor done thereon of any kind, or for any amounts due under the provisions of 3248 of the California Civil Code, with respect to such work or labor, that Surety on this bond will pay the same. NOW, THEREFORE, we _____________________________, the undersigned Contractor, as Principal and _______________________________________, a corporation organized and existing under the laws of the State of _________________ and duly authorize to transact business under the laws of the State of California, as Surety, are held and firmly bound unto the RIVERSIDE COUNTY TRANSPORTATION COMMISSION and to any and all material men, persons, companies or corporations furnishing materials, provisions, and other supplies used in, upon, for or about the performance of the said Public Work, and all persons, companies or corporations renting or hiring teams, or implements or machinery, for or contributing to said Public Work to be done, and all persons performing work or labor upon the same and all persons supplying both work and materials as aforesaid excepting the said Contractor, the sum of __________________________ dollars, ($_______________), said sum being not less that 100% of the total amount payable by said Obligee under the terms of the said Public Work Contract, for which payment well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors and assigns jointly and severally, firmly by these presents. 330   PB ‐ 8    THE CONDITION OF THIS OBLIGATION IS SUCH that if the Principal, his or its subcontractors, heirs, executors, administrators, successors, or assigns, shall fail to pay for any materials, provisions, or other supplies or machinery used in, upon, for or about the performance of the Work contracted to be done, or for work or labor thereon of any kind, or fail to pay any of the persons named in California Civil Code Section 3181, or amounts due under the Unemployment Insurance Code with respect to work or labor performed by any such claimant, or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of the contractor and his subcontractors pursuant to Section 13020 of the Unemployment Insurance Code with respect to such work and labor, and all other applicable laws of the State of California and rules and regulations of its agencies, then said Surety will pay the same in or to an amount not exceeding the sum specified herein. In addition to the provisions hereinabove, it is agreed that this bond will inure to the benefit of any and all persons, companies and corporations entitled to make claims under Section 3181 of the California Civil Code, so as to give a right of action to them or their assigns in any suit brought upon this bond. The said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or additions to the terms of the said Public Work Contract or to the Work to be performed thereunder or the specification accompanying the same shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract or to the Work or to the Specifications. IN WITNESS WHEREOF, we have hereto set our hands and seals this ______day on _____________, 20____. ________________________________________ Principal/Contractor By: _____________________________________ President ________________________________________ Surety By: _____________________________________ Attorney-in-Fact 331 STATE OF CALIFORNIA ) ) ss. COUNTY OF _____________ ) On this ______ day of _______________, in the year __________, before me, _______________, personally appeared ___________________________________________________, known to me (or proved to be on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument as the Attorney-in-Fact of the __________________________________ (surety) and acknowledged to me that he subscribed the name of the ____________________ (surety) thereto and his own name as Attorney-in-Fact. ___________________________________(SEAL) Notary Public in and for said State My Commission expires ________________. 332            CERTIFICATE AS TO CORPORATE PRINCIPAL   I, ______________________, certify that I am the __________________ Secretary of the corporation named as principal in the attached bond, that __________________ who signed the said bond on behalf of the principal was then _________________________________ of said corporation; that I know his signature, and his signature thereto is genuine; and that said bond was duly signed, sealed and attested for and in behalf of said corporation by authority of its governing Board. (Corporate Seal) ____________________________________ __ Signature ____________________________________ __ Date 333 AGENDA ITEM 7M RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: December 11, 2013 TO: Riverside County Transportation Commission FROM: Western Riverside County Programs and Projects Committee Brian Cunanan, Commuter and Motorist Assistance Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Fiscal Year 2013/14 Agreements for Regional Rideshare Services WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE STAFF RECOMMENDATION: This item is for the Commission to: 1)Approve Agreement No. 14-41-031-00 with the San Bernardino Associated Governments (SANBAG) as part of the Commission’s continuing bi-county partnership with SANBAG to deliver commuter/employer rideshare services, regional ridematching services, and operation of the Inland Empire 511 (IE511) system for FY 2013/14 for an amount not to exceed $1.9 million; 2)Approve the following FY 2013/14 agreements for regional ridematching services: a)Agreement No. 09-41-075-04, Amendment No. 4 to Agreement No. 09-41-075-00, with the Los Angeles County Metropolitan Transportation Authority (Metro) for an amount not to exceed $196,243; b)Agreement No. 11-41-139-03, Amendment No. 3 to Agreement No. 11-41-139-00, with the Orange County Transportation Authority (OCTA) for an amount not to exceed $59,566; and c)Agreement No. 06-41-082-08, Amendment No. 8 to Agreement No. 06-41-082-00, with the Ventura County Transportation Commission (VCTC) for an amount not to exceed $16,198; and 3)Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements on behalf of the Commission. BACKGROUND INFORMATION: Since 1993, SANBAG has contracted with the Commission to develop, implement, and manage a commuter assistance program (CAP) for San Bernardino County commuters. The program consists of several projects: •The first, Rideshare Incentives, developed as a sister incentive project to the Commission’s Measure A commuter incentive project, focuses on encouraging solo drivers to try alternative commute modes; Agenda Item 7M 334 • RidesharePlus, modeled after the Commission’s rideshare rewards program, provides Entertainment discounts to local and national merchants for long-term ridesharers. • Inland Empire Commuter Services (IECS) was jointly established by SANBAG and the Commission in FY 1995/96 when it was determined by the two agencies that the Inland Empire would assume direct responsibility for the provision of local employer rideshare services. IECS provides various services to employers in the bi-county area including the provision of marketing promotions, rideshare survey processing, technical assistance, employer network meetings, and newsletters; • In FY 2002/03, the Commission and SANBAG began providing Ridematching and Information Services directly; and • In FY 2009/10, IE511 was implemented to provide traveler information to Riverside and San Bernardino County commuters. In partnership with SANBAG, a FY 2013/14 work plan and budget for continuation of SANBAG’s CAP and the ongoing maintenance and operation of a 511 travel information services system was developed by Commission staff. The proposed agreement between SANBAG and the Commission is scheduled to be presented at the next SANBAG Board meeting following approval of the agreement by the Commission. Staff is seeking Commission approval for an agreement with SANBAG for a total not to exceed amount of $1.9 million to be reimbursed to the Commission. The Commission’s role in transportation demand management also extends beyond the boundaries of the Inland Empire. Since 2002, the Commission has led the way in implementing, operating, and maintaining the regional rideshare database (regional database) to support a coordinated and efficient ridematching service throughout a five-county region. Specifically, this entails processing commuter surveys, data retrieval, project reporting, rideguide generation, network security, system maintenance, and operation through transportation demand management consultants and ridematching software vendors. Metro, OCTA, SANBAG, and VCTC have contracted with the Commission for the administration of the regional database for the past 11 years. Funding of the regional ridematching system ($348,311) is split among the five county transportation commission’s based on the population percentage split as defined by the most recent census. SANBAG’s portion of this work ($37,568) is included in the rideshare/IE511 agreement discussed above. Additional contract requirements addressing security as well as federal funding flow down requirements have extended this fiscal year’s contract execution cycle for these agreements. Typically, these agreements are approved in July. Staff is seeking Commission approval to enter into these agreements with Metro, OCTA, and VCTC for FY 2013/14 services provided by the Commission for an aggregate amount not to exceed $272,007 as reimbursements to the Commission. Agenda Item 7M 335 Financial Information In Fiscal Year Budget: Yes Year: FY 2013/14 Amount: $2,172,007 Source of Funds: SANBAG, Metro, OCTA and VCTC funds Budget Adjustment: No GLA No.: 002111 002112 632113 002139 002146 002178 002182 002188 002191 416 41605 0000 263 41 41203 $1,680,007 452124 416 41605 0000 202 45 41203 $492,000 Fiscal Procedures Approved: Date: 09/16/2013 Attachments: 1) Draft FY 2013/14 SANBAG Agreement and Scope of Work 2) Draft FY 2013/14 Regional Ridematching Services Scope of Work Agenda Item 7M 336 Agreement No. 14-41-031-00 AGREEMENT C13143 BY AND BETWEEN SAN BERNARDINO ASSOCIATED GOVERNMENTS AND RIVERSIDE COUNTY TRANSPORTATION COMMISSION FOR IMPLEMENTATION OF SAN BERNARDINO COUNTY FISCAL YEAR 2013/2014 EMPLOYER AND COMMUTER TRIP REDUCTION/RIDESHARE PROGRAMS THIS AGREEMENT ("Agreement") is entered into as of this 1st day of July 2013, in the State of California by and between SAN BERNARDINO ASSOCIATED GOVERNMENTS, referred to herein as “SANBAG,” and the RIVERSIDE COUNTY TRANSPORTATION COMMISSION, referred to herein as “RCTC.” WHEREAS, SANBAG approved allocation of Measure I - Valley Traffic Management Systems (VTMS) funds, and Victor Valley Traffic Management Systems funds, and Safe, Accountable, Flexible, Efficient Transportation Equity Act – A Legacy to Users (SAFE-TEA LU) Congestion Mitigation and Air Quality (CMAQ) funds, the allocation of SAFE-TEA LU (initially approved in October of 2005 by SANBAG board), to provide trip reduction services as well as incentives for the commuter programs. WHEREAS, SANBAG receives SAFE-TEA LU and other federal funds and may use these funds to reimburse RCTC for its services in performing Employer and Commuter Trip Reduction/Rideshare Services. WHEREAS, SANBAG requires professional and consulting services with respect to the provision of commuter services and programs within San Bernardino County. WHEREAS, RCTC has managed the bi-county Inland Empire Commuter Services program since November 3, 1993, and has the expertise and resources necessary to manage such services for SANBAG. WHEREAS, for the avoidance of doubt, the parties to this Agreement acknowledge and agree that RCTC is acting in the capacity of a third party contractor to SANBAG under this Agreement, and is not a subrecipient of federal funds from SANBAG. WHEREAS, RCTC will own and operate web based software (“Software”) implementing the Employer and Commuter Trip Reduction/Rideshare Services. WHEREAS, SANBAG will designate approved key personnel requiring access to the Software to receive log-in information for the Software from RCTC. WHEREAS, SANBAG will protect the confidential information received or accessible through the Software and will obtain and provide to RCTC non-disclosure and confidentiality agreements with its approved key personnel designated to receive access to the Software. C12553.docx 1 17336.00013\8366208.3 ATTACHMENT 1 337 Agreement No. 14-41-031-00 NOW, THEREFORE, the parties agree as follows: A. Contract Services. 1. RCTC will administer, market, and implement a commuter services and 511 programs in coordination with RCTC’s commuter services program and in coordination with the regional ridesharing core services program in compliance with and as specified in the scope of work, Attachment “A,” attached hereto and incorporated herein by reference. 2. RCTC shall provide program administration and oversight and assure that its consultants and/or staff performs its services within the budgets set forth in the scope of work, Attachment “A.” 3. RCTC shall provide SANBAG with the following reports, on a monthly or quarterly basis, as set forth below, relative to tasks identified in the scope of work, Attachment “A”: (a) Quarterly Commuter Assistance Report (b) Quarterly Commuter Assistance Activity Master Report (c) Quarterly Regional Database Report (d) Monthly IE511 All Hands Meeting Minutes/Agenda/Stats 4. RCTC will notify and work collaboratively with SANBAG regarding any possible program changes that would impact the SANBAG Rideshare Program. 5. SANBAG shall timely respond to RCTC on matters requiring RCTC to coordinate with SANBAG, as set forth in Attachment “A”. B. Compensation. 1. It is understood that SANBAG funding for the program under this Agreement will not exceed one million nine hundred thousand, and no cents ($1,900,000.00) and is being provided from the following sources: (a) One million six hundred and ninety-one thousand dollars and no cents ($1,691,000) from CMAQ funds, and (b) Two hundred and nine thousand dollars and no cents ($209,000.00) from San Bernardino County local ½ cent sales tax, Measure I-Valley Funds. 2. SANBAG receives SAFETEA-LU and other federal funds and may use these funds to reimburse RCTC for its services in performing Employer and Commuter Trip Reduction/Rideshare Services. 3. It is agreed that SANBAG Measure I Funds will reimburse RCTC for the cost of purchasing any items not reimbursable by CMAQ, and invoices submitted to SANBAG shall clearly delineate CMAQ non-reimbursable expenditures. It is agreed that in the event sufficient funds from the sources set forth in (a) and (b) above do not become available to SANBAG for this Agreement, SANBAG may immediately terminate this Agreement with C12553.docx 2 17336.00013\8366208.3 338 Agreement No. 14-41-031-00 written notice, but shall pay to RCTC from other sources any amounts required to cover RCTC’s costs to the date of Agreement termination. 4. SANBAG shall pay RCTC on a cost-reimbursement basis, based upon invoices which delineate charges based on tasks identified in the scope of work, Attachment “A.” All invoices shall be provided to SANBAG no more frequently than on a bi-monthly basis and no less than a quarterly basis. All invoices will be received by SANBAG no later than 60 days after the quarter. 5. SANBAG shall be fully responsible for obtaining cost reimbursements of CMAQ funds. SANBAG shall ensure that the SAFE-TEA LU funds are used for authorized purposes in compliance with laws, regulations, and the provision of the terms in this agreement, and that performance goals are achieved 6. SANBAG shall review all billings submitted by RCTC for accuracy and process payment based thereon to RCTC in a timely manner. 7. RCTC shall maintain during the term of this Agreement and for three years thereafter accounting records which cover the receipt and disbursement of all funds provided for the programs administered and implemented under this Agreement. Such records shall be made available for inspection during normal business hours by duly authorized representatives of SANBAG, SANBAG’s auditors, Caltrans, Federal Highway Administration, and the United States Department of Transportation, so that SANBAG can comply with the Single Audit Act and OMB Circular No. A-133. In addition, the federal provisions set forth in Attachment “C” shall apply to this Agreement. C. Term. 1. This Agreement shall commence on July 1, 2013 and terminate on June 30, 2014, unless it is extended by a written amendment approved by the parties. 2. Either party may terminate this Agreement by giving thirty (30) days written notice to the other for no or any reason, including, but not limited to, changes in legislation, rules and regulations impacting trip reduction programs. SANBAG shall pay for any service provided up to the effective date of the termination. 3. The Executive Directors of both RCTC and SANBAG shall have the authority in their sole discretion to give notice of termination on behalf of their respective agencies. D. Indemnification and Insurance. 1. (a) It is understood and agreed that neither RCTC nor any officer, official, employee, director, consultant, agent, or volunteer thereof is responsible for any damage or liability occurring by reasons of anything done or omitted to be done by SANBAG under or in connection with any work authority or jurisdiction delegated to SANBAG under this Agreement. It is understood and agreed that, pursuant to Government Code Section 895.4, SANBAG shall fully defend, indemnify and save harmless RCTC, and all its officers, employees, consultants and agents from all claims, suits or actions of every name, kind, and description brought for or on account of injury (as defined in Government Code Section 810.8) occurring by reason of anything done or omitted to be done by SANBAG under or in connection with any work, C12553.docx 3 17336.00013\8366208.3 339 Agreement No. 14-41-031-00 authority or jurisdiction delegated to SANBAG under this Agreement. (b) It is understood and agreed that neither SANBAG nor any officer, official, employee, director, consultant, agent, or volunteer thereof is responsible for any damage or liability occurring by reasons of anything done or omitted to be done by RCTC under or in connection with any work authority or jurisdiction delegated to RCTC under this Agreement. It is understood and agreed that, pursuant to Government Code Section 895.4, RCTC shall fully defend, indemnify and save harmless SANBAG, and all its officers, employees, consultants and agents from all claims, suits or actions of every name, kind, and description brought for or on account of injury (as defined in Government Code Section 810.8) occurring by reason of anything done or omitted to be done by RCTC or its consultants under or in connection with any work, authority or jurisdiction delegated to RCTC under this Agreement. 2. Insurance Requirements Without anyway affecting the indemnity provision identified in this Agreement, RCTC shall, at the RCTC’s sole expense, and prior to the commencement of any work, procure and maintain in full force, insurance through the entire term of this Agreement and shall be written with at least the following limits of liability: (a) Professional Liability - Shall be provided in an amount not less than $1,000,000, per claim and $2,000,000 in the aggregate. RCTC shall secure and maintain this insurance or “tail” coverage provided throughout the term of this Agreement and for a minimum of three (3) years after Agreement completion. (b) Workers' Compensation - Worker’s Compensation insurance shall be provided in an amount and form to meet all applicable requirements of the Labor Code of the State of California, including Employers Liability with $250,000 limits, covering all persons providing services on behalf of RCTC and all risks to such persons under this Agreement. (c) Commercial General Liability - To include coverage for Premises and Operations, Contractual Liability, Personal Injury Liability, Products/Completed Operations Liability, Broad-Form Property Damage and Independent Contractors' Liability, in an amount of not less than $1,000,000 per occurrence, combined single limit, and $2,000,000 in the aggregate written on an occurrence form. For products and completed operations a $2,000,000 aggregate shall be provided. (d) Automobile Liability - To include owned, non-owned and hired automobiles, in an amount of not less than $1,000,000 per occurrence, combined single limit, and in the aggregate written on an occurrence form. (e) Network and Privacy Insurance. RCTC shall carry, or shall cause its third party contractor to carry, Network and Privacy (Errors and Omissions) insurance in an amount of not less than $1,000,000 per claim and $1,000,000 in the annual aggregate, protecting RCTC and SANBAG from the following exposures relating to RCTC’s or any of its subcontractors performance under the Agreement: C12553.docx 4 17336.00013\8366208.3 340 Agreement No. 14-41-031-00 (i) the theft, dissemination and/or unauthorized disclosure of use of confidential information and personally identifiable information (not to be limited bank information, social security numbers, health information, credit card account information, and confidential corporate information). Such insurance shall also include coverage for credit monitoring, notification expenses and other related costs associated with mitigating a data security or privacy breach; and (ii) the introduction of a computer virus into, or otherwise causing damage to, a computer, computer system, network or similar computer-related property and the data, software, and programs used herein. If such insurance is maintained on an occurrence basis, RCTC or its third party contractor shall maintain such insurance for an additional period of one year following the end of the applicable Term. If such insurance is maintained on a claims-made basis, RCTC or its third party contractor shall maintain such insurance for an additional period of three year following the end of the applicable Term. (f). Proof of Coverage - RCTC shall furnish certificates of insurance to SANBAG evidencing the insurance coverage required above, prior to the commencement of performance of services hereunder, and such certificates shall include San Bernardino Associated Governments/San Bernardino County Transportation Authority) as additional insured on Comprehensive General Liability Insurance or Commercial General Liability Insurance and auto insurance. Prior to commencing any work, RCTC shall furnish SANBAG with a certificate(s) of insurance, executed by a duly authorized representative of each insurer, showing compliance with the insurance requirements set forth in this Article. If the insurance company elects to cancel or non-renew coverage for any reason, the CONSULTANT will provide SANBAG 30 days’ notice of such cancellation or nonrenewal. If the policy is cancelled for nonpayment of premium, the RCTC will provide SANBAG ten (10) days’ notice. RCTC shall maintain such insurance from the time RCTC commences performance of services hereunder until the completion of such Services. All certificates of insurance are to include the contract number and Project Manager’ name. (g) Additional Insured- All policies, except for Workers Compensation and Professional Liability policies, shall contain endorsements naming SANBAG and its officers, employees, agents, and volunteers as additional insureds with respect to liabilities arising out to the performance of Services hereunder. The additional insured endorsements shall not limit the scope of coverage for SANBAG to vicarious liability but shall allow coverage for SANBAG to the full extent provided by the policy. (h) Waiver of Subrogation Rights - RCTC shall require the carriers of the above required coverages to waive all rights of subrogation against SANBAG, its officers, employees, agents, volunteers, contractors, and subcontractors. All general auto liability insurance coverage provided shall not prohibit RCTC or CONSULTANT’S employees or agents from waiving the right of subrogation prior to a loss or claim. CONSULTANT hereby waives all rights of subrogation against SANBAG. C12553.docx 5 17336.00013\8366208.3 341 Agreement No. 14-41-031-00 (i) All policies required herein are to be primary and non-contributory with any insurance carried or administered by SANBAG. (j) Certificates/Insurer Rating/Cancellation Notice. (1) RCTC shall maintain and shall require its consultants to maintain such insurance from the time the Services commence until the Services are completed, except as may be otherwise required by this Section. (2) RCTC may legally self-insure, but shall require its consultants to place insurance with insurers having an A.M. Best Company rating of no less than A: VIII and licensed to do business in California. (3) RCTC and its consultants shall replace certificates, policies and endorsements for any insurance expiring prior to completion of the Services. E. Rights of SANBAG and RCTC. The Executive Directors of both SANBAG and RCTC shall have full authority to exercise their respective entity’s rights under this Agreement. F. Ownership of Materials/Confidentiality/Use of Data. 1. Ownership. The following documents and data prepared by RCTC or RCTC’s subconsultant pursuant to this Agreement shall become the common property of RCTC and SANBAG: (i) data regarding commuters in San Bernardino County, (ii) San Bernardino County employer information, (iii) park and ride information specific to San Bernardino County; (iv) any monthly or quarterly reports produced by RCTC as required by this Agreement, and (v) advertisements and collateral material funded in whole or in part by SANBAG under this Agreement (“Documents and Data”). RCTC and SANBAG shall not be limited in any way in its use of such data at any time, provided that any such use not within the purposes intended by this Agreement shall be at the respective party’s sole risk and provided that the other party shall be indemnified against any damages resulting from such use, including the release of this material to third parties for a use not intended by this Agreement. Neither party to this Agreement shall sell the data or other materials prepared under this Agreement without the written permission of both parties. 2. Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other materials described in subsection (1) either created by or provided to RCTC in connection with the performance of this Agreement shall be held confidential by RCTC. Such materials shall not, without the prior written consent of SANBAG, be used by RCTC for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services. Nothing furnished to RCTC that is otherwise known to RCTC or is generally known, or has become known, to the related industry shall be deemed confidential. RCTC shall not use SANBAG’s name or insignia, photographs of the project, or any publicity pertaining to the Services in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of SANBAG. C12553.docx 6 17336.00013\8366208.3 342 Agreement No. 14-41-031-00 3. Use of Data. All Documents and Data, as defined above, shall be provided to SANBAG in hard copy and electronic media. Documents and Data in electronic media shall be provided in a form that will allow SANBAG to use, access, and manipulate the data to prepare reports and perform other ride matching activities contemplated by this Agreement. All Documents and Data shall be provided to SANBAG within 30 days upon written notice. G. Confidential Information/Non-Disclosure. 1. Confidential Information. “Confidential Information” shall include: all user names, passwords, or other log-in credentials used, provided, or accessible in connection with the Software; all data or information accessible in connection with the Software; all source code, work product, proprietary information, server logs, technical information, trade secrets, and proprietary systems related to the Software; all market research, financial data, operating procedures, and third party confidential and proprietary information; all personal information of Employer and Commuter Trip Reduction/Rideshare Programs participants, including but not limited to a participant’s residence address, employment address or hours of employment for the purpose of assisting private entities in the establishment or implementation of carpooling or ridesharing programs as required by California Penal Code, Section 637, as well as names, biographical information, demographic information, use data, contact information, or similar personal information of participants; and any and all data, content, materials, documents and/or other information related to the Software and/or the Employer and Commuter Trip Reduction/Rideshare Services designated, from time to time, by RCTC as confidential information. 2. Non-Disclosure. Notwithstanding any other provision of this Agreement, SANBAG shall hold the Confidential Information in confidence, shall take reasonable precaution to protect and keep the Confidential Information confidential, shall not disclose the Confidential Information to any person or party not specifically authorized in writing by RCTC to receive the Confidential Information, and shall not use the Confidential Information for any purpose other than as necessary to operate the Employer and Commuter Trip Reduction/Rideshare Services. Further, SANBAG shall not disclose a participants personal information, including but not limited to a participants residence address, employment address or hours of employment for the purpose of assisting private entities in the establishment or implementation of carpooling or ridesharing programs, to any other person or use such information for purpose other than as necessary to operate the Employer and Commuter Trip Reduction/Rideshare Services without the prior written consent of the participant, as required by California Penal Code Section 637. SANBAG shall limit access to the Confidential Information only to individuals who are directly involved in operation of the Employer and Commuter Trip Reduction/Rideshare Services and further provided that such individuals are legally bound to maintain the confidentiality of the Confidential Information on substantially the same terms as set forth herein. The foregoing restrictions on disclosure shall not apply to Confidential Information which is (a) already known by the recipient, (b) becomes, through no act or fault of the recipient, publicly known, (c) received by recipient from a third party without a restriction on disclosure or use, or (d) independently developed by recipient without reference to the other party’s Confidential Information. 3. Expiration. Immediately upon (a) the expiration or termination of this Agreement, or (b) a request by RCTC, SANBAG shall turn over to RCTC all Confidential Information and all documents or media containing any such Confidential Information and any C12553.docx 7 17336.00013\8366208.3 343 Agreement No. 14-41-031-00 and all copies or extracts thereof, except that SANBAG legal counsel may retain one copy of all Confidential Information in its office solely for archival legal purposes. 4. Key Personnel. SANBAG shall designate key personnel (“Key Personnel”) requiring web based access to the Software for the operation of the Employer and Commuter Trip Reduction/Rideshare Services, to receive from RCTC log-in information enabling access to the Software. Key Personnel shall use the log-in information provided by RCTC and all Confidential Information only and strictly for the operation of the Employer and Commuter Trip Reduction/Rideshare Services and shall not disclose or share such log-in information, or any other Confidential Information, with any party, whether or not employed or in any way associated with SANBAG, who has not been specifically approved in writing by RCTC to receive such log-in information or other Confidential Information. 5.Non-Disclosure and Confidentiality Agreement. To protect RCTC’s Confidential Information, SANBAG shall require each Key Personnel to execute a Non- Disclosure and Confidentiality Agreement substantially in the form of Attachment “B” attached hereto and incorporated by this reference. SANBAG shall provide RCTC a signed Non- Disclosure and Confidentiality Agreement for each Key Personnel prior to RCTC’s disclosure of any log-in information or other Confidential Information to such Key Personnel. SANBAG hereby designates the following individuals as Key Personnel requiring web based access to the Software for the operation of the Employer and Commuter Trip Reduction/Rideshare Programs: (a) __________________ (b) __________________ 6.This Paragraph G and all of its subparagraphs shall survive expiration or termination of this Agreement. H. Independent Contractor. SANBAG retains RCTC on an independent contractor basis and RCTC and its consultants shall not be employees of SANBAG. The consultants and other personnel performing the Services under this Agreement on behalf of RCTC shall at all times be under RCTC's exclusive direction and control. RCTC shall pay all wages, salaries, and other amounts due its employees in connection with their performance of Services under this Agreement and as required by law. RCTC shall be responsible for all reports and obligations respecting such employees, including, but not limited to, social security taxes, income tax withholding, unemployment insurance, and workers' compensation insurance. I. Attorneys' Fees and Costs. If any legal action is instituted to enforce or declare any party's rights hereunder, each party, including the prevailing party, must bear its own costs and attorneys' fees. This paragraph shall not apply to those costs and attorneys' fees directly arising from any third party legal action against a party hereto and payable under Paragraph D, Indemnification and Insurance. J. Consent. Whenever consent or approval of any party is required under this Agreement, that party shall not unreasonably withhold nor delay such consent or approval. [Signatures on following page] C12553.docx 8 17336.00013\8366208.3 344 Agreement No. 14-41-031-00 SIGNATURE PAGE TO AGREEMENT XXXXX BY AND BETWEEN SAN BERNARDINO ASSOCIATED GOVERNMENTS AND RIVERSIDE COUNTY TRANSPORTATION COMMISSION FOR IMPLEMENTATION OF SAN BERNARDINO COUNTY FISCAL YEAR 2013/2014 EMPLOYER AND COMMUTER TRIP REDUCTION/RIDESHARE PROGRAMS IN WITNESS THEREOF, the authorized parties have below signed and executed this Agreement as of the first date above written. SAN BERNARDINO ASSOCIATED RIVERSIDE COUNTY GOVERNMENTS TRANSPORTATION COMMISSION ___________________________________ ___________________________________ Larry McCallon, President Karen Spiegel, Chair APPROVED AS TO LEGAL FORM APPROVED AS TO LEGAL FORM FOR SANBAG FOR RCTC _______________________________ _________________________________ Penny Alexander-Kelley, SANBAG Counsel Best, Best & Krieger, LLP, General Counsel CONCURRENCE: Kathleen Murphy-Perez Contracts Manager C12553.docx 10 17336.00013\8366208.3 346 BLANK Agreement No. 14-41-031-00 Attachment “A ” Scope of Work San Bernardino Employer and Commuter Assistance Programs Fiscal Year 2013-14 Inland Empire Rideshare Services Provide a variety of services to employers and commuters, who participate in trip reduction activities. Activities shall include, but not be limited to: RideGuide/survey services, employer technical assistance, promotions, RideGuide production, coordination/dissemination of surveys and resulting report analysis for target marketing, Rideshare Connection broadcast e-mails, CommuteSmart News, networking meetings and coordination with other rideshare agencies and service providers. Assist multi-site and multi-jurisdictional headquarters employers within the County as well as related worksites outside of the County. Oversee and maintain the IE511.org website, social media platforms, and other regional products/outreach as assigned. Respond and coordinate inquiries with SANBAG that are San Bernardino specific and generated from 511, 1- 866-RIDESHARE as well as direct referrals. Oversee and maintain a regional database of commuters, working with the five county transportation commission’s (CTCs) throughout the region, with SANBAG owning all Documents and Data (hard copy and electronic formats), as that term is defined in Section F(1) of the Agreement. Market the regional Guaranteed Ride Home Program to employers in San Bernardino County. Assist in the County’s leased Park and Ride lot program. Operate the 511 program through phone and web services, providing enhancements, resolving issues, conducting marketing and periodic surveys. RCTC is to keep SANBAG advised regarding potential enhancements, issues, and periodic surveys if such tasks could potentially change/alter the current Rideshare and/or 511 programs in San Bernardino County. Conduct special projects and studies, as assigned, and coordinate/inform SANBAG rideshare staff if special projects and/or studies impact the San Bernardino Rideshare Program. Related Expenses ($1,204,000): Includes labor, office expenses, marketing materials, office equipment, computer programming, telephone and other direct expenses. Goals: 1.Implementation of commuter assistance programs to approximately 360 regulated and non-regulated employer worksites in San Bernardino County, to assist in the development and implementation of trip reduction programs and for technical assistance. 2. Work with 85 employers on AVR/Transportation surveys and AVR calculations. 3.Maintain an accurate database of 50,000 active San Bernardino County commuter registrants, resulting from completed commuter surveys at 85 San Bernardino County employers. 4.Disseminate 6,300 RideGuides to San Bernardino County commuters at 360 worksites. 5.Provide assistance to five multisite/multijurisdictional headquarters located in San Bernardino County representing 34 worksites in San Bernardino, Riverside, as well as Los Angeles and Orange counties. 6.Develop and implement three employer transportation network meetings, one promotional marketing campaign at San Bernardino employer worksites, and other events. C12553.docx Attachment “A” 1 17336.00013\8366208.3 347 Agreement No. 14-41-031-00 7.Produce and disseminate other regional marketing materials, as standalone campaigns within the Inland Empire or regional campaigns in coordination with the five CTCs. 8.Broadcast 12 Rideshare Connection e-mails to San Bernardino County employers. 9.For the two-county area, respond to 2,000 inquires/calls from commuters who work or reside in San Bernardino or Riverside counties, via 1-866-RIDESHARE, 511, direct referrals and other internet sources. Of these 2,000 inquiries, 200 RideGuides will be generated. In addition, 575 Inland residents will register in the database via the www.ridematch.info and the www.ie511.org website. SANBAG will be copied on responses that are specific to San Bernardino County. 10.Manage and operate the 511 system which will be available to commuters 24 hours a day, 7 days per week, 365 days per year. 11.The 511 phone system will provide assistance to 30,000 callers per month throughout the year. The system will have the capacity to handle 100,000 concurrent callers. 12.The www.ie511.org website will potentially receive 40,000 unique visitors per month . Website will be able to handle 100,000 concurrent users. 13.Continue 511 marketing/outreach and coordinating development of the marketing plan, campaign themes, surveys, studies and potential collateral materials for San Bernardino County with SANBAG rideshare staff, before the tasks are implemented. 14. Conduct and coordinate periodic surveys with SANBAG to determine the 511 program use, effectiveness and customer satisfaction. 15. Provide website and phone enhancements/upgrades as needed. Rideshare Incentive Programs Option Rideshare offers San Bernardino County residents who commute to work, up to $2 a day (in local merchant gift cards) for each day they participate in a rideshare mode, during a three- month period. The Vanpool Incentive Program provides up to $1,800 over nine months in discounted vanpool fares. Team Ride provides ongoing ridesharers who reside in San Bernardino County a Rideshare Plus Rewards Book, with discount coupons from more than 135,000 merchants throughout the southland. RCTC to manage and operate the Incentive Programs listed above, and to coordinate and discuss with SANBAG when potential changes to the Incentive Programs are being considered. Related Expenses ($696,000): Includes labor, office expenses, marketing materials, office equipment, computer programming, telephone, direct commuter incentives (gift cards/ subsidies) and other direct expenses. Goals: 1.The Option Rideshare program will enlist 1,200 County residents, who commute to work to 125 employers in Southern California. These participants on average have a one-way commute distance of 27.59 miles and the goal is to reduce 109,000 one way vehicle trips from the roadways. 2.Team Ride registrants will consist of 6,100 members when the program is at its highest membership. Members will work at employment sites from 350 employers throughout Southern California. C12553.docx Attachment “A” 2 17336.00013\8366208.3 348 Agreement No. 14-41-031-00 Attachment “B” NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT This Non-Disclosure and Confidentiality Agreement is entered into as of __________, 2013, by and between SAN BERNARDINO ASSOCIATED GOVERNMENTS (“SANBAG”) and the undersigned interested party (“Interested Party”). SANBAG and Interested Party shall individually be referred to as a “Party” or collectively as the “Parties”. 1.RECITALS 1.1 WHEREAS, SANBAG and the RIVERSIDE COUNTY TRANSPORTATION COMMISSION (“RCTC”) entered into that certain Implementation of San Bernardino County Fiscal Year 2013/2014 Employer and Commuter Trip Reduction/Rideshare Programs Agreement dated July 1, 2013 (“Agreement”) 1.2 WHEREAS, in the Agreement, SANBAG has designated approved key personnel requiring access to the web based software (“Software”) implementing the Employer and Commuter Trip Reduction/Rideshare Programs to receive log-in information for the Software. 1.3 WHEREAS, in the Agreement, SANBAG has agreed to protect the personal information accessible through the Software of public participants in the Employer and Commuter Trip Reduction/Rideshare Programs, and has agreed to obtain non-disclosure and confidentiality agreements with all approved key personnel receiving access to the Software. 1.4 WHEREAS, SANBAG has designated Interested Party as a Key Personnel to receive Confidential Information, as those terms are defined in Agreement, and Interested Party desires to receive and protect the Confidential Information upon the terms and conditions set forth herein. 2.TERMS 2.1 Confidential Information. “Confidential Information” shall include: all user names, passwords, or other log-in credentials used, provided, or accessible in connection with the Software; all data or information accessible in connection with the Software; all source code, work product, proprietary information, server logs, technical information, trade secrets, and proprietary systems related to the Software; all market research, financial data, operating procedures, and third party confidential and proprietary information; all personal information of Employer and Commuter Trip Reduction/Rideshare Programs participants, including but not limited a participants residence address, employment address or hours of employment for the purpose of assisting private entities in the establishment or implementation of carpooling or ridesharing programs as required by California Penal Code, Section 637, as well as names, biographical information, demographic information, use data, contact information, or similar personal information of participants; and any and all data, content, materials, documents and/or other information related to the Software and/or Employer and Commuter Trip Reduction/Rideshare Programs designated, from time to time, by RCTC as confidential information. C12553.docx Attachment “B” 1 17336.00013\8366208.3 350 Agreement No. 14-41-031-00 2.2 Interested Party shall hold the Confidential Information in confidence, shall take reasonable precaution to protect and keep the Confidential Information confidential, shall not disclose the Confidential Information to any person or party not specifically authorized in writing by RCTC to receive the Confidential Information, and shall not use the Confidential Information for any purpose other than as necessary to operate the Employer and Commuter Trip Reduction/Rideshare Programs. Further, Interested Party shall not disclose a participants personal information, including but not limited to a participants residence address, employment address or hours of employment for the purpose of assisting private entities in the establishment or implementation of carpooling or ridesharing programs, to any other person or use such information for purpose other than as necessary to operate the Employer and Commuter Trip Reduction/Rideshare Programs without the prior written consent of the participant as required by California Penal Code Section 637. Interested Party shall limit access to the Confidential Information only to individuals who are directly involved in operation of the Employer and Commuter Trip Reduction/Rideshare Programs and further provided that such individuals are legally bound to maintain the confidentiality of the Confidential Information on substantially the same terms as set forth herein. The foregoing restrictions on disclosure shall not apply to Confidential Information which is (a) already known by the recipient, (b) becomes, through no act or fault of the recipient, publicly known, (c) received by recipient from a third party without a restriction on disclosure or use, or (d) independently developed by recipient without reference to the other party’s Confidential Information. 2.3 Immediately upon (i) the expiration or termination of Interested Party’s employment or association with SANBAG, (ii) the expiration or termination of the Agreement, or (iii) a request by RCTC, Interested Party shall turn over to RCTC all Confidential Information and all documents or media containing any such Confidential Information and any and all copies or extracts thereof. 2.4 RCTC is an express third party beneficiary of this Non-Disclosure and Confidentiality Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Non-Disclosure and Confidentiality Agreement on the date first herein above written. SAN BERNARDINO INTERESTED PARTY ASSOCIATED GOVERNMENTS B y: ___________________________ By: __________________________ Executive Director Name: __________________________ Title: __________________________ C12553.docx Attachment “B” 2 17336.00013\8366208.3 351 Agreement No. 14-41-031-00 Attachment “C” Federal Flow Down Provisions ARTICLE I -- FISCAL PROVISIONS A. The Cost Principles and Procedures set forth in 48 CFR Ch. 1, Subch. E, Part 31, as constituted on the effective date of this Contract shall be utilized to determine allowability of costs under this Contract and may be modified from time to time by written amendment of the Contract. B. CONSULTANT agrees to comply with Federal Department of Transportation procedures in accordance with 49 CFR, Part 18, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments. SANBAG agrees to advise CONSULTANT as to the requirements for such compliance, and to repay CONSULTANT for any costs related to such compliance. C. Any costs for which payment has been made to CONSULTANT that are determined by subsequent audit to be unallowed under 48 CFR, Ch.1, Subch E, Part 31, Contract Cost Principles and Procedures, or 49 CFR, Part 18, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments shall be repaid by CONSULTANT to Agency. SANBAG shall then repay CONSULTANT for such costs using local funds. ARTICLE II – AUDITS, THIRD PARTY CONTRACTING, RECORDS RETENTION AND REPORTS – A. CONSULTANT agrees that any and all subcontractors of CONSULTANT performing Work under this Contract will comply with the terms and conditions of this Contract applicable to the portion of Work performed by them. CONSULTANT shall incorporate the following applicable provisions of this Contract into their subcontracts regardless of the tier: Article I -- Fiscal Provisions, and this Article II -- Audits, Third Party Contracting, Records Retention and Reports. B. CONSULTANT shall provide Agency, or authorized representatives or agents of Agency, including but not limited to SANBAG, Caltrans, Federal Transit Administration (FTA) or Federal Highway Administration (FHWA), access to CONSULTANT’s records that are directly related to this Contract for the purpose of inspection, auditing or copying. CONSULTANT shall maintain all records related to this Contract in an organized way in the original format, electronic and hard copy, conducive to professional review and audit, for a period of three (3) years from the date of final payment by Agency, except in the event of litigation or settlement of claims arising out of this Contract in which case CONSULTANT agrees to maintain records through the conclusion of all such litigation, appeals or claims related to this Contract. CONSULTANT further agrees to maintain separate records for costs of work performed by amendment. CONSULTANT shall allow Agency, SANBAG, Caltrans, FHWA, FTA or any duly authorized agents to reproduce any materials as reasonably necessary. D. The cost proposal and/or invoices for this Contract are subject to audit by Agency and/or any state or federal agency funding this Project at any time. After CONSULTANT receives any audit recommendations, the cost proposal shall be adjusted by CONSULTANT and approved by Agency’s Project Manager to conform to the audit recommendations. CONSULTANT agrees that C12553.docx Attachment “B” 3 17336.00013\8366208.3 352 Agreement No. 14-41-031-00 individual items of cost identified in the audit report may be incorporated into the Contract at Agency’s sole discretion. Refusal by CONSULTANT to incorporate the audit or post award recommendations will be considered a breach of the Contract and cause for termination of the Contract. Any dispute concerning the audit findings of this Contract shall be reviewed by Agency’s Chief Financial Officer. CONSULTANT may request a review by submitting the request in writing to Agency within thirty (30) calendar days after issuance of the audit report. SANBAG shall pay all costs related to the audit. Further, a breach under this clause shall not imply any wrongdoing by CONSULTANT. SANBAG shall pay CONSULTANT for work completed up to the date of termination. As determined necessary by SANBAG, such payment will be made using local funds. E. CONSULTANT agrees that CONSULTANT’s travel and per diem reimbursements and third- party contract reimbursements to subcontractors will be allowable as Project Costs only after those costs are incurred and paid for by the subcontractors. ARTICLE III. EQUAL EMPLOYMENT OPPORTUNITY During the term of this Contract, CONSULTANT shall not willfully discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, physical handicap, medical condition, gender, marital status, sexual orientation, age, political affiliation or disability. CONSULTANT agrees to comply with the provisions of Executive Orders 11246, 11375, 11625, 12138, 12432, 12250, Title VII of the Civil Rights Act of 1964, the California Fair Employment Practice Act and other applicable Federal, State and County laws and regulations and policies relating to equal employment and contracting opportunities, including laws and regulations hereafter enacted. ARTICLE IV. GENERAL A. Subcontracts must include provisions for terminating the subcontract for cause or convenience by the Agency. The Agency’s own preferred language may be used. B. Subcontracts must include administrative, contractual or legal remedies in instances of the subcontractor violating or breaching the contract terms. ARTICLE V. COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT CONSULTANT shall comply with all applicable provisions of the Americans With Disabilities Act in performing Work under this Contract. C12553.docx Attachment “B” 4 17336.00013\8366208.3 353 ATTACHMENT 2 Riverside County Transportation Commission REGIONAL RIDEMATCH DATABASE SERVICES FY 13/14 SCOPE OF WORK Manage the regional ridematch database system on behalf of and in partnership with the County Transportation Commissions (CTCs). The system will be secured from tampering yet accessible to multiple users’ needs with timely and accurate software. Monitor and maintain the performance of the hardware and connectivity software of the regional ridematch local area network and ridematching website. Maintenance of the ridematching software and associated modules will be coordinated with our Komotor software support vendor, and their designated product support staff. Monitor bandwidth and website load times to ensure that quality and throughput are optimum and that system integrity is maintained. Task 1: Day to Day Operations Manage and coordinate the regional rideshare database system in partnership with the CTCs to ensure the effective delivery of ridematching services to employers, TMAs and commuters of the five county region. a. Review application error logs on a daily basis, assess error messages to determine next steps, take action with the appropriate entities (i.e., internal action, CTCs or Komotor product support staff) to secure resolution of issues. b.Review all security logs as they are collected through the dedicated firewall, web server, and database logs. c.Report any scheduled or unscheduled system downtime to CTCs, troubleshoot as necessary and identify reason for downtime and estimated time to be back on line. Task 2: Upgrades, Patches, and System Administration Coordinate software and database maintenance and installation of enhancements. Work with CTC staffs to identify needs or program refinements on an annual basis, including AVR Program refinements as required by the South Coast Air Quality Management District (SCAQMD) and/or Ventura County Air Pollution Control District (VCAPCD). Work with Komotor product support staff to develop programs to satisfy identified needs, and to coordinate the installation and testing of periodic updates from Komotor product support on an as-needed basis. Coordinate the monitoring of the system and augmenting of security and data access controls as needed to maintain the confidentiality of information, including an annual 1 354 vulnerability and penetration test by a contractor secured by Riverside County Transportation Commission (RCTC). Task includes annual license maintenance fees including our first year of Google Premier support in order to assist us during our transition between two geocode based systems.. Also includes the annual cost of testing for web site security. a. Facilitate collective policy decisions relating to operational and procedural functionality of the system. b. Coordinate feedback from CTCs regarding programming functionality, programming issues and development ideas. Provide testing of new programs and enhancements as well as custom ad-hoc reporting to ensure that all program modules are functioning correctly and that any program compatibility issues are resolved. c. Provide liaison between the CTCs and the SCAQMD for maintenance and required updates to the AVR functions of the databases. d. Coordinate changes to reporting and functionality between internal staff, CTCs, SCAQMD, and selected vendors. e. Work with selected contractor to facilitate web testing for security and to monitor performance of the servers, routers and switches to ensure system is operating at peak performance. f. Perform ongoing analysis of capacity issues and recommendations for additions or improvements. Task 3: Support Roles Provide technical and help desk support services to CTC staffs. Provide assistance with troubleshooting of problems related to functionality of software. Provide training or instructional materials on new programs and functions within the Komotor rideshare web application and associated modules to CTC staffs. a. Respond daily to on-line and telephone technical inquires and trouble reports. b. Assess source of reported problems, determine appropriate actions, and facilitate resolution by appropriate staff. c. Prepare and distribute quarterly summary of reported problems and actions taken. d. Provide “help” information as needed to all users. 2 355 e. Provide liaison between CTCs and Komotor product support staff. Task 4: Operating Equipment and Network Connectivity A. Operating Equipment Monitor server performance and bandwidth use, consistent with the specifications provided by Komotor product support staff, to accommodate the regional rideshare database and associated modules. Rackspace, the selected server management company, will be responsible for repair or replacement of all hardware items to be handled on an as-needed basis or as recommended by the “End of Life” (EOL) cycle by the product manufacture on a 365/24/7 basis with a one hour replacement time guarantee. Rackspace will also be responsible for updates for server operating system and core system applications as well as firewalls, network switches, and load balancers. B. Network Connectivity Keycard protocols, biometric scanning protocols and round-the-clock interior and exterior surveillance monitor access to every Rackspace data center. To provide multiple redundancies the data center housing the regional ridematch local area network is also linked to the internet through a minimum of 5-9 different internet service providers on high performance bandwidth. Rackspace will monitor and troubleshoot access lines to ensure operational integrity and security. 3 356 AGENDA ITEM 7N RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: December 11, 2013 TO: Riverside County Transportation Commission FROM: Tanya Love, Goods Movement Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Clay Street Grade Separation STAFF RECOMMENDATION: This item is for the Commission to allocate $1,199,246 in Congestion Mitigation Air Quality (CMAQ) funds to the county of Riverside (County) for the Clay Street grade separation project. BACKGROUND INFORMATION: The County was awarded $13,247,000 in Proposition 1B Trade Corridor Improvement Funds (TCIF) to construct a grade separation within the city of Jurupa Valley at Union Pacific Railroad (UPPR) at the Clay Street crossing between Van Buren Boulevard and Limonite Avenue. A requirement of Proposition 1B funding is that project construction must start no later than December 31, 2013. The total cost of the Clay Street grade separation project was originally estimated at $30,806,000; construction costs were estimated at $17,076,000. The project was recently advertised and a total of four construction bids were received. The low bidder was Ames Construction Inc. at $15,948,405; in addition, $2,326,841 is needed for contingencies and supplemental items including payment for services provided by UPPR for railroad track construction. The total revised construction cost is $18,275,246, which represents an overall increase of $1,199,246. There is adequate CMAQ funding available to cover the increased construction costs; the TCIF funding is adequate to cover the local match requirement. If approved, it is projected the project will meet the December 31 deadline required under the TCIF program; the project should be completed in 2016. Once constructed, the Clay Street grade separation will eliminate conflicts between vehicles and trains providing efficient reliable and uninterrupted freight and vehicular movement. There is no financial impact to the Commission’s budget as federal CMAQ funds do not flow through the Commission. Agenda Item 7N 357 AGENDA ITEM 8 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: December 11, 2013 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Aaron Hake, Government Relations Manager THROUGH: Anne Mayer, Executive Director SUBJECT: State and Federal Legislative Update BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to receive and file the state and federal legislative update. BACKGROUND INFORMATION: U.S. Department of Transportation Releases Draft Primary Freight Network Map One of the signature accomplishments of MAP-21 was the inclusion of freight as a major policy focus for the first time in a federal transportation authorization bill. Among the provisions of MAP-21 was a requirement for the Secretary of Transportation to designate a Primary Freight Network (PFN) consisting of no more than 27,000 centerline highway miles. Throughout the last year U.S. Department of Transportation (U.S. DOT) has been analyzing several data sets to determine the draft PFN, which was released the week of November 18 for public comment. A map of the Southern California highways on the draft PFN is attached to this report. Almost every major highway in Riverside County is designated as part of the PFN. Notable exceptions are SR-86 between the county line and I-10, and SR-60 between I-215 and I-10, and SR-79. According to U.S. DOT, criteria for designating the PFN included freight tonnage and volume, average daily truck traffic, truck traffic as a percentage of total traffic, population centers, network connectivity, ports of entry (land and sea), and access to energy exploration and production. U.S. DOT acknowledged that it was difficult to capture all of the critical pieces of the national freight system given MAP-21’s limitation to 27,000 centerline highway miles. Southern California agencies expressed concern to the Federal Highway Administration (FHWA) early in the development of the PFN, based on initial maps, that the complexity of the Southern California goods movement system required additional scrutiny. Working with Southern California Association of Governments (SCAG) and other county transportation commissions, the region was able to convey the proportionally large impact of the Southern California on the national supply chain, which for the most part appears to be present in the US DOT draft map. Agenda Item 8 358 In total, California has about 10 percent of the total centerline miles in the PFN, which is roughly proportional to the state’s share of the nation’s population and typical take of transportation funding pots. At this time the PFN has no explicit statutory purpose or application, other than providing a foundation for the work of the National Freight Advisory Committee (also created by MAP-21) and the development of the National Freight Strategic Plan (also created by MAP-21). Popular speculation is that the PFN will become a fundamental eligibility criterion for projects to be funded by new goods movement revenue source. Identification of the PFN may also establish the universe for future performance metrics that all metropolitan regions will be required to meet and monitor (yet another component of MAP-21). Commission staff is moving forward on two tracks with regard to the PFN: 1.Preparing to comment on the PFN to U.S. DOT, in cohesion with Southern California partners (comments are due to U.S. DOT by January 17, 2014); and 2.Preparing legislative recommendations to improve upon MAP-21 freight policy to ensure that Southern California is adequately accounted for. Specific Commission objectives at this time include, but are not limited to: •Inclusion of the entirety of SR-86 and SR-60 within Riverside County in the PFN; •First-mile/last-mile connectivity between PFN highways and urban arterials; and •Future inclusion of rail and/or grade crossings in PFN. At the time this staff report was written, Commission staff was preparing to convene with SCAG and partner agencies to discuss strategies to convey the region’s message. The Commission welcomes support and input is welcome from local agencies. Congressional Panel Releases Bi-Partisan Freight Report The House of Representative’s Special Panel on 21st Century Freight Transportation (Panel) released its final report in October after spending six months touring the nation and hearing from goods movement stakeholders, including a visit to San Bernardino and the Ports of Long Beach and Los Angeles. Southern California Members of Congress Representative Gary Miller and Representative Janice Hahn served on the Panel. The Commission submitted written testimony to the Panel over the summer, and provided additional information via the Commission’s D.C.-based lobbyist, Cliff Madison. The Panel’s unanimous report is remarkable given the ongoing partisan rancor that has characterized Washington. Unsurprisingly, “the Panel found that the current state of highway infrastructure does not adequately serve the needs of those moving goods across the Nation.” Thus, the Panel put forth the following overall recommendations to Congress: Agenda Item 8 359 •Direct the Secretary of Transportation, in coordination with the Secretary of the Army and the Commandant of the United States Coast Guard, to establish a comprehensive national freight transportation policy and designate a national, multimodal freight network; •Ensure robust public investment in all modes of transportation on which freight movement relies, and incentivize additional private investment in freight transportation facilities, to maintain and improve the condition and performance of the freight transportation network; •Promote and expedite the development and delivery of projects and activities that improve and facilitate the efficient movement of goods; •Authorize dedicated, sustainable funding for multimodal freight Projects of National and Regional Significance through a grant process and establish clear benchmarks for project selection. Projects eligible for such funding would have a regional or national impact on the overall performance of the multimodal freight network identified by the Secretary of Transportation; •Direct the Secretary of Transportation, in coordination with the Secretary of the Treasury and the Secretary of the Army, to identify and recommend sustainable sources of revenue across all modes of transportation that would provide the necessary investment in the Nation’s multimodal freight network and align contributions with use of, and expected benefit of increased investment in, such network; and •Review, working through the Committee on Transportation and Infrastructure and the Committee on Ways and Means, the Secretary’s freight funding and revenue recommendations and develop specific funding and revenue options for freight transportation projects prior to Congress’ consideration of the surface transportation reauthorization bill in 2014. Commission staff concurs with these recommendations. Of great interest is how Members of the Panel will persuade Congress to adopt specific policies that support these recommendations. Crafting private sector incentives, expediting project delivery, creating sustainable funding sources, and establishing merit-based project selection are each a challenging political tasks, let alone when these are combined together into one comprehensive policy. The report cites numerous statistics about the severity of the nation’s freight infrastructure deficit and the centrality of goods movement to the national economy, yet addressing the challenges identified in the report will require a tremendous order of political will from Members of both political parties and the White House. Agenda Item 8 360 The report analyzed the following specific freight-based financing options for goods movement projects: •Customs Duties and Fees: Capturing a portion of revenue from existing customs duties and fees, or adding a transportation surcharge to existing customs duties and fees. However, such a mechanism would fail to capture U.S. exporters and could run afoul of international trade law. •Freight Waybill Tax: A sales tax on shipping costs, similar to how taxes are assessed to taxes assessed for air freight and passengers who use the aviation system. Administering this type of tax could prove costly and complicated. •Weight-Distance Tax: Paid by trucks based on the number of miles traveled with a certain load, closely tying the tax to the user’s impact on roads. Several states (Kentucky, New Mexico, New York, and Oregon) currently have a similar system. Administration costs could be high and could have a negative impact on high-weight, low-value freight. •Container Tax: A concept familiar to Southern California debates about goods movement. Such a tax was imposed to finance the Alameda Corridor. While most of the traffic through Southern California is container-based, many other ports and waterways move goods that are not in containers. The report did not endorse any of these options, nor does Commission staff at this time. The analysis identified options and potential benefits and downfalls of each revenue option. None of the options appear to be able to fund the entire need of the national goods movement system on their own. In terms of project delivery streamlining, the report examines the planning and environmental approval process for projects. The report acknowledges most freight projects take place in urban, congested settings where there are likely to be many environmental, land use, and jurisdictional issues in play. Furthermore, freight projects often do not compete well in traditional federal funding programs and are more complex than a routine highway project. Finally, there is a lack of national performance measures for the freight system by which to measure projects. All of the above create barriers to effectively improving the freight system. To this end, the Panel recommends, in excerpt: •Cut red tape and encourage the Secretary of Transportation to streamline project delivery across all modes of transportation; •Require the Secretary of Transportation to identify corridor-based solutions to freight mobility, taking into account the Nation’s entire transportation network; •Direct the Secretary of Transportation to identify performance goals and performance measures by which states can assess the quality of freight movement across all modes of transportation; and •Establish policies and set benchmarks to accelerate the transition from project development to construction for freight projects. Agenda Item 8 361 Additionally, the report delves into port issues, inland waterways, air cargo, and rail. The Commission’s concerns remain consistently focused on: 1)A sustainable, dedicated funding source for freight projects; 2)Establishment of a national freight policy and strategic plan (portions of this are underway, per requirements of MAP-21); 3)Policy that links mitigation projects to capacity improvements; 4)Eligibility of grade separations for any freight funding program; 5)Corridor-based approaches to goods movement funding and planning; and 6)Federal recognition of Southern California, including the Inland Empire as the most important region in the United States for national goods movement and international trade. The expiration of MAP-21 within the next 11 months is accelerating conversations about goods movement policy. Senator Boxer, Chair of the Environment & Public Works Committee, made great strides in prioritizing goods movement and creating the framework for a National Freight Strategic Plan and inclusion of key stakeholders on a National Freight Advisory Committee. The Commission, in concert with Southern California partner agencies and businesses, will seek to fine-tune these MAP-21 policies, seek funding options, and push for Congress to follow through on the Panel’s recommendations. Transportation California and Alliance for Jobs Launches Ballot Initiative for Road Repairs On November 18, a partnership of transportation industry organizations submitted to the Attorney General a request for title and summary of a ballot initiative to fund road maintenance, rehabilitation as well as transit system maintenance. The California Alliance for Jobs and Transportation California, the sponsors of the initiative, are both advocacy organizations comprised of labor and business organizations concerned with infrastructure investment in the state. The California Road Repair Act would be placed on the November 2014 general election statewide ballot if, after receiving title and summary from the Attorney General, enough signatures from California residents are gathered. In short, the California Road Repair Act does the following: •Assess an annual 1 percent ad valorem California Road Repair Fee on all vehicles except heavy duty trucks. The fee is phased in over four years at ¼ percent increments. Once the full 1 percent rate is assessed, the fee is expected to generate $2.9 billion annually. •Heavy duty trucks will pay a “fair share equivalent” to the fee in the form of an increase in the diesel excise tax. Proponents of the initiative assert that the industry prefers this method over an ad valorem fee on trucks. •All revenue is constitutionally protected to be used exclusively for road, bridge and transit system maintenance, rehab, and transit vehicle replacement. Loans or reallocations are not permitted without voter approval; •Revenue will be allocated as follows: Agenda Item 8 362 o 25 percent to cities based on population o 25 percent to counties based partially (75 percent) on fee-paying vehicles in each county and 25 percent on total road miles in the county; o 40 percent to the state highway system, with half of this portion being allocated on a statewide basis to the areas of highest need, and the other half being allocated equitably to regions; o 10 percent to public transit maintenance, rehab, and vehicle replacement based on existing transit formulas. •All revenue must be used on a “pay as you go” basis, and will not be bonded. •Administrative costs are capped at 3 percent Maintenance of existing transportation infrastructure has become of increasing concern in recent years. According to Caltrans estimates, the state’s highway preservation program falls behind nearly $6 billion every year in keeping up with needs. According to the California Transportation Commission, 58 percent of state roads need rehabilitation as well as 55 percent of local roads. Numerous statistics exist citing added vehicle maintenance, repair, and fuel costs to motorists due to poor road conditions. Additionally maintenance issues received substantial discussion during the development of the most recent Regional transportation Plan for Southern California. Commission staff is not recommending a position on the California Road Repair Act at this time. Staff will monitor the initiative’s progress and provide opportunities for dialogue in conjunction with future discussion about Riverside County’s infrastructure needs and available funding. Attachments: 1)Improving the Nation’s Freight Transportation System – Findings and Recommendations of the Special Panel on 21st Century Freight Transportation Dated October 2013 2)US DOT Draft Primary Freight Network Map for Southern California Agenda Item 8 363 IMPROVINGTHE NATION’S FREIGHT TRANSPORTATION SYSTEM FINDINGS AND RECOMMENDATIONS OF THE SPECIAL PANEL ON 21ST CENTURY FREIGHT TRANSPORTATION HOUSE COMMITTEE ON TRANSPORTATION & INFRASTRUCTURE October 2013 ATTACHMENT 1 364 365 3Improving the Nation’s Freight Transportation System ACKNOWLEDGEMENTS Chairman Duncan, Ranking Member Nadler, and the Members of the Panel on 21st Century Freight Transportation would like to thank the hard-work- ing staff members for all they did to support the Panel’s mission. This effort would not have been possible without each individual below. Shant Boyajian Highways and Transit Counsel, T&I Committee Jim Kolb Minority Highways and Transit Staff Director, T&I Committee Ward McCarragher Minority Chief Counsel, T&I Committee Erin Sulla Legislative Staff Assistant, T&I Committee Jim Tymon Senior Advisor to the Chairman, T&I Committee David Wegner Minority Water Resources Professional Staff, T&I Committee Dennis Wirtz Legislative Assistant, T&I Committee Helena Zyblikewycz Minority Highways and Transit Counsel, T&I Committee Tarunpal Dhillon Legal Intern, T&I Committee Andrew Mertens Intern, T&I Committee Don Walker Staff, Congressman Duncan Lisette Morton Staff, Congressman Nadler Garrett Bess Staff, Congressman Webster Matt Colvin Staff, Congressman Sires Bobby Fraser Staff, Congressman Hanna Nick Martinelli Staff, Congresswoman Brown Jacob Melcher Staff, Congressman Crawford Brian Oszakiewski Staff, Congressman Lipinski Brittnee Preston Staff, Congressman Mullin Randy Ross Staff, Congressman Gary Miller Laurie Saroff Staff, Congresswoman Hahn 366 367 5Improving the Nation’s Freight Transportation System Contents Preface............................................................................................................................................................................Page 7 Executive Summary.......................................................................................................................................................Page 9 The Nation’s Freight System.......................................................................................................................................Page 11 Highways and Trucking Freight Rail Shipping and Ports Inland Waterways Air Cargo Warehouses, Distribution Centers, and the Logistics Industry Pipelines Recommendations.......................................................................................................................................................Page 45 Funding and Financing Investments Planning and Project Delivery Highways and Trucking Freight Rail Shipping and Ports Inland Waterways Air Cargo Appendices..................................................................................................................................................................Page 69 A – Panel Scope of Work B – Panel Activities C – Summary of Hearing – “Overview of the United States’ Freight Transportation System” D – Summary of Hearing – “How Southern California Freight Transportation Challenges Impact the Nation” E – Summary of Hearing – “How Logistics Facilitate an Efficient Freight Transportation System” F – Summary of Hearing – “How Freight Transportation Challenges in Urban Areas Impact the Nation” G – Summary of Hearing – “Perspectives from Users of the Nation’s Freight System” H – Summary of Hearing – “Funding the Nation’s Freight System” I – Summary of Site Visit – Southern California J – Summary of Site Visit – Memphis Region K – Summary of Site Visit – New York City Region L – Summary of Site Visit – Norfolk, Virginia M – Summary of Roundtable Discussion – “Coordinating Federal Efforts to Improve Freight Transportation” N – Summary of Roundtable Discussion – “Navigating the Complexities of America’s Largest Port Facilities” O – Summary of Roundtable Discussion – “Effectively Coordinating Freight Planning Activities” P – Acronym List Q – Signature Page 368 369 7Improving the Nation’s Freight Transportation System PrefaCe Chairman Bill Shuster and Ranking Member Nick J. Rahall, II, of the Committee on Transportation and Infra- structure of the House of Representatives created the Panel on 21st Century Freight Transportation in April 2013, to examine the current state of freight transportation in the United States and how improving freight transporta- tion can strengthen the United States economy. The Panel was constituted under Rule XVIII of the Rules of the Committee on Transportation and Infrastructure to examine issues related to freight mobility across all aspects of the Committee’s jurisdiction. The Panel was led by Chairman John J. Duncan, Jr. and Ranking Member Jerrold Nadler. Also appointed to the Panel were Congressman Gary Miller, Congresswoman Corrine Brown, Congressman Rick Crawford, Congressman Daniel Lipinski, Congressman Richard Hanna, Congressman Albio Sires, Congressman Daniel Webster, Congress- woman Janice Hahn, and Congressman Markwayne Mullin. The Panel examined the current state of freight transportation in the United States to identify (1) the role freight transportation plays in the United States economy; (2) ways to increase the efficiency, safety, and overall con- dition and performance of the Nation’s freight network; (3) how technology assists in the movement of freight; and (4) financing options for transportation projects that improve freight mobility. To carry out this ambitious work plan, the Panel held six public hearings, three roundtable discussions, traveled to Southern California, the Memphis region, the New York City/Northern New Jersey region, and Norfolk, Vir- ginia, and held numerous briefings with freight industry professionals and other interested parties. This report reflects the Panel’s findings and the recommendations it reached as a result. 370 371 9Improving the Nation’s Freight Transportation System exeCutive summary The Panel on 21st Century Freight Transportation conducted hearings, held roundtable discussions, and traveled to key freight corridors across the United States to gain insight into the current state of freight transportation and how improving freight transportation can strengthen the economy. The Panel identified many challenges and impediments to the efficient and safe movement of goods into, out of, and through the United States. The Panel found that the current state of highway infrastructure does not adequately serve the needs of those moving goods across the Nation. Not every community is located adjacent to a railroad, airport, waterway, or port, but a consumer good is almost invariably transported along the Nation’s four million miles of highways and roads for at least part of its journey. However, the Highway Trust Fund, from which federal investment in highway infrastructure is disbursed, will soon be insolvent. This fact is especially problematic when one considers that maintenance of the Nation’s existing highway facilities alone would cost hundreds of billions of dollars, and that one of every four bridges in the United States is structurally deficient or functionally obsolete. Furthermore, a recent study found that congestion cost the United States economy $121 billion in 2011. While most consumer goods are transported on a truck for at least part of the journey, freight rail provides efficient long-haul and short-haul service and integrates closely with the trucking industry. There are approxi- mately 565 freight railroads in the country employing nearly 180,000 workers. These are privately owned com- panies that operate more than 200,000 miles of track throughout the Nation. Because the freight railroads are private entities, they own the infrastructure over which they operate, meaning they also invest heavily in those networks. In 2011, the freight railroads invested over $23 billion in capital expenditures to improve and expand their networks. Before goods can be transported on trucks or railroads, the goods must be produced, and many of these goods are produced overseas. Over 75 percent of all United States international freight moves by water. Unlike the Highway Trust Fund, the federal fund dedicated for harbor maintenance has a positive balance. Unfortunately, a lack of appropriated funding has resulted in deferred maintenance of federal channels that serve coastal ports. Currently, the constructed depths and widths of entrance channels at 59 major ports are available only 35 per- cent of the time. Given the current expansion of the Panama Canal and the larger ships that will service Ameri- can ports as a result, maintaining authorized channel depths and widths is critical to the stability of the Nation’s import and export market. United States waterways carried an equivalent of over 100 million truckloads of goods last year. It is estimat- ed that without the barges and towboats operating on the inland waterways, the Nation would need 6.3 million railroad cars or 25 million trucks to haul the difference. However, much of the critical infrastructure for water- borne transportation is in dire need of repair. More than one-half of the locks and dams in the United States are over 50 years old. Air cargo is the fastest way to ship goods over long distances, and air freight is high-value cargo. Less than three percent of total freight by weight ships by air, but this represents over $6.4 trillion worth of goods per year, which is nearly 35 percent of all freight value. All aspects of the supply chain rely on the warehousing, distribution center, and logistics industry. Logistics is the planning, execution, and control of a complex organization involving many different moving pieces and interests, all within a system designed to achieve specific objectives. By optimizing the movement of freight 372 10Improving the Nation’s Freight Transportation System across all modes of transportation, this industry helps ensure the health of the United States economy and the future of the Nation’s global competitiveness. The Panel found that ten percent of the Nation’s freight movement, by tonnage, travels through pipelines. Pipelines, by their very nature, specialize in the transmission of energy commodities. In that regard, pipelines carry nearly two-thirds of the Nation’s energy supply. Today, there are over 2,600,000 miles of pipelines in the United States—enough to circle the globe about 100 times. As a result of these findings, the Panel makes the following key recommendations. To safely and efficiently meet the needs of freight movements in the 21st Century, Congress should: · Direct the Secretary of Transportation, in coordination with the Secretary of the Army and the Com- mandant of the United States Coast Guard, to establish a comprehensive national freight transportation policy and designate a national, multimodal freight network; · Ensure robust public investment in all modes of transportation on which freight movement relies, and incentivize additional private investment in freight transportation facilities, to maintain and improve the condition and performance of the freight transportation network; · Promote and expedite the development and delivery of projects and activities that improve and facilitate the efficient movement of goods; · Authorize dedicated, sustainable funding for multimodal freight Projects of National and Regional Sig- nificance through a grant process and establish clear benchmarks for project selection. Projects eligible for such funding would have a regional or national impact on the overall performance of the multimodal freight network identified by the Secretary of Transportation; · Direct the Secretary of Transportation, in coordination with the Secretary of the Treasury and the Secre- tary of the Army, to identify and recommend sustainable sources of revenue across all modes of trans- portation that would provide the necessary investment in the Nation’s multimodal freight network and align contributions with use of, and expected benefit of increased investment in, such network; and · Review, working through the Committee on Transportation and Infrastructure and the Committee on Ways and Means, the Secretary’s freight funding and revenue recommendations and develop specific funding and revenue options for freight transportation projects prior to Congress’ consideration of the surface transportation reauthorization bill in 2014. This report includes a detailed discussion of the Nation’s freight network and makes recommendations that will improve the safety, efficiency, and performance of the nation’s freight transportation system. 373 11Improving the Nation’s Freight Transportation System tHe nation’s freiGHt system introduCtion Transportation is important. It is about people and how they live their lives, how they get to work, how they get their children to school, how they buy food, clothes, and other necessities, and how families visit one another around the country. It is also about business. Transportation is critical to how the supply chain functions, how raw materials get to factories, how goods get to market, how food gets from farmers to kitchen tables, and how energy products move from areas of production to areas of consumption. An efficient national transportation network allows business to lower transportation costs, which lowers production costs and enhances productivity and profits. It allows American business to be competitive in the global marketplace and for the Nation’s econ- omy to prosper and grow. One need only look at the Interstate Highway System to see how that investment in the transportation network has benefited the Nation and encouraged tremendous economic growth over the past two generations. The federal government has historically played a strong role in transportation. In fact, one of the events that precipitated the Constitutional Convention was a longstanding dispute between Virginia and Maryland regard- ing navigation rights on the Potomac River impacted by transportation improvements proposed by President George Washington. President Washington determined that the new Nation must have the transportation infrastructure in place to facilitate effective trade and communications. However, Washington’s efforts to extend navigation required a formal treaty between Maryland and Virginia, as well as elaborate approvals from other states in the Continental Congress. To settle that dispute he called for a convention to be held in Annapolis in 1786 to address problems with the Articles of Confederation and how the young Nation would move forward on this issue of navigation rights. That summit failed, but it demonstrated to the participants the need to improve the Articles of Confeder- ation. It was in this context that the Constitutional Convention was called and the Constitution itself drafted. The framers of the Constitution recognized that the Articles of Confederation were not meeting the transportation and commerce needs of a young Nation. The Constitution addressed this issue primarily in the Commerce Clause, which gives the Congress the power to regulate interstate commerce and create, in the words of the Preamble, “a more perfect Union”.1 Furthermore, Article I, Section 8, clause 7 of the Constitution requires the Congress to establish post offices and post roads.2 The post roads of the1780s and 1790s became the highway and byway system that the Nation enjoys today. Over the years, the Nation has continued to invest in critical transportation infrastructure, from the Transconti- nental Railroad to the Panama Canal to the Interstate Highway System. The reason for this continued invest- ment in the transportation network is to ensure that the Nation is connected, supporting the needs of the Nation’s economy and the American people. As President Dwight D. Eisenhower observed, without the unifying force of commerce and transportation, the United States would be a mere alliance of many separate parts. President Washington recognized this truth in the earliest days of the union, and the Congress must renew its commitment to providing a robust physical plat- form upon which the American people and American businesses can prosper. 1 U.S. ConSt. pmbl. 2 U.S. ConSt. art. I, § 8, cl. 7. 374 12Improving the Nation’s Freight Transportation System In 2011, the United States transportation system moved 17.6 billion tons of goods, valued at more than $16.8 trillion.3 The Federal Highway Administration estimates that in the next 30 years, there will be 60 percent more freight that must be moved across the Nation.4 To keep up with such demand, it is critical that Congress seek ways to increase the efficiency, safety, and overall condition and performance of the Nation’s freight network. Given the multi-modal nature of freight movement, it is important to examine the system as a whole. Goods frequently move back and forth between ocean vessels, highways, railroads, air carriers, inland waterways, ports, and pipelines. Bottlenecks arising at any point on the system can seriously impede freight mobility and drive up the cost of the goods impacted. For this reason, improving the efficient and safe flow of freight across all modes of transportation is critical to the health of the United States economy and the future of the Nation’s global competitiveness. To illustrate this point, in testimony before the Panel on June 26, 2013, United Parcel Service Chief Operating Officer David Abney outlined the movement of a package from New York to Germany. For the manufacturer to receive supplies from California, assemble the good, and send it to its final destination involves 10 distinct freight movements involving three modes of transportation – rail, truck, and air. In testimony before the Senate Committee on Commerce, Science, and Transportation on June 18, 2009, Rick Gabrielson, Senior Director of International Transportation of the Target Corporation, provided another telling example that demonstrates the intermodal nature of goods movement.5 A simple tee-shirt manufactured over- 3 U.S. Dep’t of tranSp., feD. HigHway aDmin. (fHwa), freigHt faCtS anD figUreS report 10 (2012); U.S. Dep’t of tranSp., reSearCH anD innovative teCH. aDmin. (rita), tranSp. StatiStiCS annUal report 1 (2012). 4 Id., at 9. 5 Freight Transportation in America: Options for Improving the Nation’s Network Before the S. Comm. on Commerce, Science, and Transp., 111th Cong. 1 (2009) (statement of Rick Gabrielson, Senior Dir. of Int’l Transp., Target). 375 13Improving the Nation’s Freight Transportation System seas moves by truck and ocean vessel before entering the United States at a United States port. It is processed at a nearby sorting facility, where it is combined with similar items arriving from other foreign points of origin. These items are then loaded onto trucks or trains and delivered to a distribution facility, at which point the shirt is combined with other items designated for the same destination. These items are then transported via truck or train, depending on the distance between the distribution facility and the destination. If a customer wants a product shipped directly to their residence or business, Target may utilize cargo aircraft to transport the goods, in addition to trucks, trains, and vessels. Due to the complexity of the supply chain, even the smallest delay at any point can cause massive ripples throughout the system, resulting in significant economic loss. 376 377 15Improving the Nation’s Freight Transportation System HiGHways and truCkinG The Nation’s highway system is an essential part of the freight network. Not every community is located ad- jacent to a railroad, airport, waterway, or port, but a consumer good is almost invariably transported along the Nation’s four million miles of highways and roads for at least part of its journey. History of the Highway System and the Highway Trust Fund Federal assistance for highway construction began in the early 20th Century when Congress provided $500,000 for highway construction in the Postal Service Appropriations Act of 1912.6 In 1944, Congress authorized sig- nificant expanded federal assistance for construction of a “National System of Interstate Highways”.7 Without a dedicated source of revenue, however, construction of the Interstate System stalled. The landmark Federal-Aid Highway Act of 1956 and Highway Revenue Act of 1956 authorized significant funding for a 41,000-mile National System of Interstate and Defense Highways and established the Highway Trust Fund (HTF) as the mechanism for financing the accelerated highway investment.8 To finance the in- creased authorizations, the Revenue Act increased federal excise taxes paid by highway users and provided that these revenues should be credited to the Highway Trust Fund. This dedicated funding mechanism provided financial certainty for the highway program, including the Interstate Program. The 13-year authorization of the 1956 Act gave the states and highway construction industry the continuity needed to develop and build highway projects. 6 Postal Service Appropriations Act of 1912, Pub. L. No. 336, 37 Stat. 539 (1912). 7 Federal Aid Highway Act of 1944, Pub. L. No. 78-521, 58 Stat. 838 (1944). 8 Federal-Aid Highway Act of 1956, Pub. L. No. 84-627, 70 Stat. 374 (1956). 378 16Improving the Nation’s Freight Transportation System At its inception, the excise rates for highway use of motor fuels, also known as the gas tax, were 3 cents per gallon. Over the years, however, the tax rate and structure have been revised numerous times, most recently in 1993. Current rates set the gas tax at 18.4 cents per gallon of gasoline and 24.4 cents per gallon of diesel.9 Until major revisions in 1982, all receipts from motor fuel taxes were deposited into the HTF. The Surface Transportation Assistance Act of 1982 increased the tax rates from 4 cents per gallon to 9 cents per gallon, established separate Highway and Mass Transit accounts within the HTF, and deposited 1 cent out of the 9 cents per gallon into the Mass Transit Account.10 Currently, of the 18.4 cents per gallon federal excise tax on gaso- line, 15.44 cents is deposited into the Highway Account, 2.86 cents is deposited into the Mass Transit Account, and 0.1 cent is deposited into the Leaking Underground Storage Tank Trust Fund. Of the 24.4 cents per gallon federal excise tax on diesel, 21.44 cents is deposited into the Highway Account, 2.86 cents is deposited into the Mass Transit Account, and 0.1 cent is deposited into the Leaking Underground Storage Tank Trust Fund. The latest Federal Highway Administration data show that HTF net receipts (excluding General Fund transfers) totaled $40.1 billion in fiscal year 2012, with $35.1 billion deposited into the Highway Account, and $5.0 billion into the Mass Transit Account.11 Without an increase in receipts, the cash balance in the Highway Account of the HTF has fallen dramatically.12 Congress addressed this need for more investment by significantly increasing authorization levels for high- way programs in the Transportation Equity Act for the 21st Century (TEA-21), the Safe, Accountable, Flexible, Efficient Transportation Equity Act: A Legacy for Users (SAFETEA-LU), and most recently in the Moving Ahead for Progress in the 21st Century Act (MAP-21).13 When SAFETEA-LU expired at the end of fiscal year 2009, the Federal Highway Administration (FHWA) reported that the balance in the Highway Account was $8.8 billion. However, steps were not taken to increase receipts into the HTF, and the cash balance in the HTF has fallen dramatically. To maintain the solvency of the HTF, between fiscal year 2008 and fiscal year 2014, Con- gress transferred approximately $54 billion from the General Fund to the HTF. Unfortunately, current Congressional Budget Office (CBO) projections show that the cash balance in the High- way Account will be depleted sometime in fiscal year 2015. According to CBO, in fiscal year 2015, the High- way Trust Fund revenue will be less than $39 billion, while expenditures will total more than $53 billion.14 These figures do not capture the full extent of the Trust Fund shortfall because FHWA will also have to outlay funds for projects for which funding was obligated in previous fiscal years. This cash shortfall is projected to continue in subsequent years if left unaddressed, with CBO estimating that the HTF will face a cash deficit of $132 billion over fiscal year 2012 to fiscal year 2023.15 The Interstate System was established as a cost-to-complete system. As a general rule, each route was required to meet certain design specifications. Every state was provided federal funding to cover 90 percent of the cost of constructing its route segments.16 The states were responsible for the remaining 10 percent of the construc- tion cost, as well as for all costs associated with the operation and maintenance of the system.17 Through the 9 finanCing feDeral-aiD HigHwayS. 10 Surface Transportation Assistance Act of 1982, Pub. L. No. 97-424, 96 Stat. 2097 (1982). 11 finanCing feDeral-aiD HigHwayS. 12 Id. 13 Transportation Equity Act for the 21st Century, Pub. L. No. 105-178; Safe, Accountable, Flexible, Efficient Transportation Equity Act: A Legacy for Users, Pub. L. No. 109-59; Moving Ahead for Progress in the 21st Century Act, Pub. L. No. 112-141. 14 How the Financial Status of the Highway Trust Fund Impacts Surface Transportation Programs Before the H. Comm. on Transp. & Infrastructure Subcomm. on Highways & Transit, 113th Cong. 1 (2013) (statement of Kim P. Cawley, Chief, Natural & Physical Resources Cost Estimates Unit, Congressional Budget Office). 15 Id. 16 Pub. L. No. 84-627, § 108(c). 17 Id. 379 17Improving the Nation’s Freight Transportation System creation of the Highway Trust Fund and the financing of construction of the Interstate System, the Federal-Aid Highway Act and Highway Revenue Act gave birth to the modern era of federal involvement in highway infra- structure, known as the Federal-aid Highway Program.18 The Federal-aid Highway Program is a federally assisted, state-managed and -operated program in which the states are responsible for the planning, design, and construction of highway projects, as well as operating and maintaining major roads. The federal government provides financial resources and technical assistance to state and local governments for constructing, preserving, and improving the National Highway System (including the Interstate System) and other urban and rural roads that are eligible for federal aid. With the enactment of Intermodal Surface Transportation Efficiency Act (ISTEA), the Interstate System was de- clared complete with only a few short segments remaining to be constructed.19 The final ISTEA funds for these segments were apportioned to the states in fiscal year 1995.20 Governments at all levels invested $182 billion in 2008 for highways and bridges in the form of capital outlay, maintenance, highway and traffic services, administration, highway safety enforcement, and debt service.21 In fiscal year 2012, the federal capital investment in highways totaled $39.9 billion.22 However, this level of investment continues to fall far short of the needs of our surface transportation system. According to the United States Department of Transportation (DOT), to maintain the Nation’s highway system at a state of good repair and improve it to meet future demand, all levels of government need to increase outlays specifically for capital investment from $91 billion to $170 billion annually over a 20-year period. This esti- mate does not include operations and maintenance costs.23 Bridges on the Nation’s highway system are also in serious need of increased investment. According to DOT, one of every four bridges in the United States is structurally deficient or functionally obsolete. Of the 607,380 bridges in the United States, 151,497 are deficient, including 66,749 structurally deficient bridges and 84,748 functionally obsolete bridges. The backlog of cost-beneficial bridge investment is $121.2 billion.24 To eliminate the backlog of deficient bridges over the next 20 years, DOT estimates that annual investment in bridge repair and replacement must increase from $12.8 billion in 2008 to $20.5 billion annually.25 Economic Impact of the Highway System Approximately 50 percent of all freight tonnage moved in the United States travels less than 100 miles between origin and destination.26 At this distance, trucks carry almost 85 percent of all of the freight that is moved.27 More than 250 million vehicles traverse the highway system each year, and commercial trucking requires a reliable highway system on which to operate.28 However, each day approximately 12,000 miles of the highway 18 Pub. L. No. 84-627, § 108(a). 19 Intermodal Surface Transportation Efficiency Act of 1991, Pub. L. No. 102-240, 105 Stat. 1914 (1991). 20 Id. 21 fHwa & feD. tranSit aDmin. (fta), ConDitionS anD performanCe report to CongreSS (2010). 22 Moving Ahead for Progress in the 21st Century Act, Pub. L. No. 112-141 § 1101(a) (1). 23 ConDitionS anD performanCe report. 24 Id., at 7-17. 25 Id., at 7-27. 26 freigHt faCtS anD figUreS report, at 10. 27 Id., at 11. 28 Id., at 20. 380 18Improving the Nation’s Freight Transportation System system slow below posted speed limits and an additional 7,000 miles experience stop-and-go conditions.29 Such congestion negatively impacts the efficiency of the highway system as a reliable mode of transportation. Moreover, America’s reliance on the highway system is growing faster than the system itself. National public highway mileage increased at an average rate of 0.2 percent between 1997 and 2010, while total vehicle miles travelled grew to an average annual rate of 1.3 percent during the same period.30 Congestion has increased as a result of this disparity. The Texas Transportation Institute’s (TTI) Urban Mobility Report found that congestion in 498 of the Nation’s cities cost the economy $121 billion in 2011, or nearly $750 for every commuter in the country.31 This figure is up from an inflation-adjusted $24 billion in 1982.32 Of the $121 billion, $27 billion of the delay cost is the effect of congestion on truck operations.33 Furthermore, congestion is becoming a problem that transcends “rush hour,” with about 40 percent of the Nation’s delay occurring in the mid-day and overnight hours, creating an increasingly serious problem for businesses that rely on efficient production and delivery.34 TTI estimates that in 2011, the amount of fuel wasted in congestion nearly reached 2.9 billion gallons—enough to fill the New Orleans Superdome four times.35 In its recent Traffic Scorecard, INRIX made a startling discovery. It found that in 2013, 61 of the Nation’s 100 most congested cities have experienced increased traffic congestion over the prior year.36 This is a dramatic shift from 2012, where only 6 cities experienced increased congestion and 94 saw decreases in congestion lev- els.37 The congestion challenges in Southern California provide a sobering example of the tangible harm that con- gestion inflicts on the Nation’s economy. More than 43 percent of the Nation’s containerized imports enter the country through Southern California.38 The import and export traffic of the Southern California ports benefit the residents of every region of the United States. Goods imported and exported through Southern California make their way to and from each state, supporting billions of dollars of local economic activity and millions of jobs.39 When congestion, bottlenecks, and other inefficiencies hinder the Southern California region’s ability to import goods through its maritime ports and international border crossings or its ability to move these goods through the region, costs rise and transit times increase. These costs are often passed on to consumers. Consequently, the level at which the freight network functions in Southern California tangibly impacts the lives of consumers all across the Nation. 29 Id., at 42. 30 ConDitionS anD performanCe report, at 2-8. 31 DaviD SCHrank et al., texaS tranSportation inStitUte Urban mobility report 5 (2012), available at http://tti.tamu.edu/ documents/mobility-report-2012-wappx.pdf. 32 Id., at 5. 33 Id. 34 Id., at 8. 35 Id., at 5. 36 inrix, traffiC SCoreCarD annUal report (2012-13), available at http://scorecard.inrix.com/scorecard/summary.asp. 37 Id. 38 mobility-21, freigHt movement infraStrUCtUre keepS oUr eConomy Competitive, available at http://mobility21.com/ wp-content/uploads/2013/02/13dc_goodsmovementtrifold_FINAL_lr.pdf. 39 port of loS angeleS, port of long beaCH & alameDa CorriDor tranSportation aUtHority, San peDro bay portS nation- al eConomiC traDe impaCt report (2013), distributed to Panel in May, 2013. 381 19Improving the Nation’s Freight Transportation System Furthermore, according to a recent study, more than 16 million jobs in the United States depend on imports.40 This study does not even take into consideration the millions of additional domestic manufacturing jobs that rely on an efficient freight transportation network to export American-made goods. Comparing the costs of transporting soybeans to China from the United States and to China from Brazil illus- trates the critical role that the Nation’s freight system plays in the global competitiveness of American industry. Currently, it costs $85.19 to transport one metric ton of soybeans from Davenport, Iowa, to Shanghai, China.41 It costs $141.73 to transport the same amount of soybeans approximately the same distance to Shanghai from North Mato Grosso, Brazil. The United States currently enjoys a competitive advantage because the Nation’s freight system is more efficient and cost effective than Brazil’s system. However, Brazil is planning to invest $26 billion to modernize its freight facilities. These advances will dramatically decrease the cost of moving Brazilian soybeans to market. Without an efficient, highly functioning freight network, American businesses will lose their competitive advantage in the global marketplace. 40 traDe partnerSHip worlDwiDe, importS work for ameriCa (2013), available at http://www.uschamber.com/sites/default/ files/reports/ImportsWork_FIN.pdf. 41 UniteD Soybean boarD et al., farm to market: a Soybean’S JoUrney from fielD to ConSUmer (2012), available at http:// www.soytransportation.org/FarmToMarket/FarmToMarketStudy082012Study.pdf. 382 20Improving the Nation’s Freight Transportation System In 2011, the Nation’s transportation system moved 17.6 billion tons of goods, valued at over $16.8 trillion.42 Given the connected nature of the Nation’s supply chain, the issues that impact the freight systems in urban areas have a direct impact on the economic competitiveness of the entire Nation. In addition to congestion, a bridge collapse or closure brings significant and sudden economic impacts to the affected region. In the wake of the I-35W bridge collapse in Minnesota in 2007, the road user costs due to the unavailability of the river crossing averaged $400,000 per day. The Minnesota Department of Transportation further found that Minnesota’s economy lost $17 million in economic output in 2007 and $43 million in 2008 as a direct result of the bridge collapse.43 Similarly, on May 23, 2013, the I-5 Bridge over the Skagit River in Mount Vernon, Washington, collapsed after it was struck by a truck. The Washington Department of Transpor- tation estimates that the total direct cost of the 26-day closure of the I-5 Skagit River Bridge was $8.3 million. 42 freigHt faCtS anD figUreS report, at 10; tranSportation StatiStiCS annUal report, at 1. 43 minneSota Department of tranSportation, eConomiC impaCtS of i-35w briDge CollapSe, available at http://www.dot.state. mn.us/i35wbridge/rebuild/municipal-consent/economic-impact.pdf. 383 21Improving the Nation’s Freight Transportation System freiGHt rail Freight railroads move large quantities of goods throughout the country. The railroads played a seminal role in the development of the United States and in the industrial revolution, and this mode continues in its vital impor- tance to the movement of goods into and across the Nation. Railroads are an integral part of North America’s infrastructure network and, in turn, the Nation’s economic competitiveness. History of the Freight Rail System Freight railroads have played a tremendously important role in the annals of United States history. Railroads have moved goods across the Nation before trucks or planes existed and to areas unreachable by ship. The abil- ity to move people and goods via rail directly aided the development of the Western states, and it contributed to the development of new products and markets that improved the Nation’s economic vitality and competitive- ness. While the use of carts with metal wheels running on railed tracks dates back to the mid-1700s, the advent of the steam-powered locomotive revolutionized the cheap and efficient movement of goods. John Fitch, an American already famous for designing the first steam-powered boat, designed and built the first working steam-powered 384 22Improving the Nation’s Freight Transportation System locomotive in 1794.44 The early-1800s saw numerous technological innovations to rail infrastructure as compa- nies sought ways to move goods to areas not served by the Nation’s canal system. President Abraham Lincoln recognized the benefits of a nationwide rail system and worked with Congress to pass the Pacific Railroad Act of 1862 (12 Stat. 489).45 This law authorized construction of the Transcontinental Railroad, which was completed in 1869, less than seven years after the law’s enactment. In the 150 years since the passage of the Act, the railroad system has expanded to serve all areas of the Nation. Today, freight railroads are divided into three groups, called classes, based upon their annual revenues. While Class I railroads generally provide long-haul freight services, the Class II and III railroads often provide the first and last mile of rail freight movements. 44 brian Solomon, ameriCan Steam loComotive 11 (1998). 45 Pacific Railroad Act of 1862, 12 Stat. 489. 385 23Improving the Nation’s Freight Transportation System Economic Impact of the Freight Rail System America’s freight railroad network is the envy of the world. There are approximately 565 freight railroads in the country employing nearly 180,000 workers.46 These are privately owned companies that operate over more than 200,000 miles of track throughout the Nation.47 Freight railroads are divided into three groups, called classes, based upon their annual revenues. A Class I railroad is defined as having an annual carrier operating revenue of $250 million or more; a Class II railroad is defined as having an annual carrier operating revenue between $20 million and $250 million; and a Class III railroad is defined as having an annual carrier operating revenue of less than $20 million.48 In accordance with federal regulations, the annual carrier operating revenue is measured in 1991 dollars.49 There are seven Class I freight railroads that operate in the United States: BNSF Railway; CSX Transportation; Canadian National; Canadian Pacific; Kansas City Southern; Norfolk South- ern; and Union Pacific.50 The majority of railroads, however, are Class II and III railroads, known generally as regional or short-line railroads. 46 aSSoCiation of ameriCan railroaDS (aar), overview of ameriCa’S freigHt railroaDS 2 (2013), available at https://www. aar.org/keyissues/Documents/Background-Papers/Overview-US-Freight-RRs.pdf. 47 feDeral railroaD aDminiStration, freigHt rail toDay; ameriCan SHort line anD regional railroaD aSSoCiation (aSlr- ra), StrengtHening ameriCa’S eConomy, available at http://www.aslrra.org/images/ASLRRA_FS_PZ_Strengthening.pdf. 48 49 C.F.R. § 1201 (2012). 49 Id. 50 aar, ClaSS i railroaD StatiStiCS 1 (2013), available at https://www.aar.org/STATISTICSANDPUBLICATIONS/Docu- ments/AAR-Stats-2013-04-17.pdf. 386 24Improving the Nation’s Freight Transportation System While Class I railroads generally provide long-haul services, the Class II and III railroads often provide the first and last mile of rail freight movements. The products moved by rail include everything from automobiles, agricultural goods, and consumer products to chemicals, lumber, and energy resources. In all, freight rail carries 43 percent of intercity freight, which is more than any other mode, and for every one rail job, 4.5 other jobs are supported elsewhere in the economy.51 Furthermore, the Department of Commerce estimates that for every $1 invested in the Nation’s rail system, the industry returns $3 to the economy.52 Unlike other modes, the freight railroads own the infrastructure over which they operate, meaning they also invest heavily in those networks. In 2011, the freight railroads invested over $23 billion in capital expenditures to improve and expand their networks.53 This investment is due in large part to the movement toward de-regu- lation of the freight railroads beginning in the 1970s through the Staggers Rail Act of 1980 (P.L. 96-448), and culminating in the Interstate Commerce Commission Termination Act of 1995 (P.L. 104-88).54 Deregulation allowed the freight railroads to price competitively and respond to market forces, which has increased produc- tivity, enhanced safety, lowered average rates, and freed over $500 billion for private investment back into the freight network.55 Furthermore, particular to the Class II and III railroads, deregulation has grown that industry from 8,000 miles of track in 1980 to over 51,000 miles today.56 Class II and III railroads are now the feeder and distribution lines for the network, reaching into small town, rural America to preserve those areas’ connection to the national network. As noted above, the United States freight railroad industry employs nearly 180,000 workers. More than 160,000 are employed by the seven Class I freight railroads and another 20,000 are employed by the 558 short line and regional freight railroads.57 The United States rail industry is heavily unionized. Approximately 85 percent of Class I employees and around 60 percent of non-Class I employees belong to a union and thus are subject to collective bargaining agreements.58 Collective bargaining agreements between railroads and their employees are governed by the Railway Labor Act, which was first passed in 1926.59 Collective bargaining for most other industries is gov- erned by the National Labor Relations Act.60 51 CorriDorS of CommerCe, eConomiC Development, available at http://www.tradecorridors.com/benefits-of-rail/economic-de- velopment. 52 Id. 53 Freight and Passenger Rail in America’s Transportation System Before the H. Comm. On Transp. & Infrastructure Sub- comm. on Railroads, Pipelines & Hazardous Materials, 113th Cong. 1 (2013) (statement of Edward R. Hamberger, Pres. & CEO, Ass’n of Am. Railroads). 54 Staggers Rail Act of 1980, Pub. L. No. 96-448, 94 Stat. 1895 (1980); Interstate Commerce Commission Termination Act of 1995, Pub. L. No. 104-88, 109 Stat. 803 (1995). 55 Jean-Paul Rodrigue, et al., The Geography of Transport Systems, Hofstra University, Department of Global Studies & Geog- raphy (2013), available at http://people.hofstra.edu/geotrans; Brian Slack, Rail Deregulation in the United States, Hofstra University, Department of Global Studies & Geography (2013), available at http://people.hofstra.edu/geotrans/eng/ch9en/appl9en/ch9a1en.html. 56 anne Canby, ameriCa’S rail SyStem, available at http://onerail.org/sites/onerail.org/files/documents/rail-study/rail-info- briefing-rail-system-overview-final-2-22-13.pdf. 57 AAR, ClaSS i railroaD StatiStiCS, at 1; aSlrra, StrengtHening ameriCa’S eConomy, at 1. 58 aar, ColleCtive bargaining in tHe rail inDUStry 1 (2013), available at https://www.aar.org/keyissues/Documents/Back- ground-Papers/Collective-Bargaining.pdf. 59 Railway Labor Act, 44 Stat. 577 (1926). 60 ColleCtive bargaining in tHe rail inDUStry, at 1. 387 25Improving the Nation’s Freight Transportation System Most Class I railroads and a number of non-Class I railroads bargain on a “national handling” basis. National handling covers more than 90 percent of the Nation’s unionized rail employees.61 Under national handling, a group of railroads acting as a unit negotiates with a union or group of unions for an agreement that applies to all those who participate in the bargaining. The members of each union, however, must ratify their contracts on an individual basis once a tentative agreement is in place. There are currently 13 major unions that represent rail workers.62 61 Id. 62 The 13 major rail unions are: the American Train Dispatchers Association, the Brotherhood of Railroad Signalmen, the International Association of Machinists and Aerospace Workers, the International Brotherhood of Boilermakers, Blacksmiths, Forgers and Helpers, the International Brotherhood of Electrical Workers, the National Conference of Firemen and Oilers - SEIU, the Sheet Metal Workers International Association, the Transportation Communications International Union, the Transport Workers Union of America, the United Transportation Union, UNITE-HERE, the Brotherhood of Locomotive Engineers and Trainmen Division of the International Brotherhood of Teamsters, and the Brotherhood of Maintenance of Way Employees Division of the International Broth- erhood of Teamsters. 388 389 27Improving the Nation’s Freight Transportation System sHiPPinG and Ports Moving people and goods over water is arguably the oldest form of transportation in human history. For mil- lennia, civilizations have depended upon ships to move goods to support nations and economies. Today, the shipping industry is one of the most sophisticated freight networks in the world, transporting the vast majority of goods in international trade and employing millions of people across the globe. The United States has essentially four coastlines that are responsible for importing and exporting commodi- ties from around the world: the East Coast, the West Coast, the Gulf Coast, and the Great Lakes. Commercial navigation through the Arctic Ocean along the north coast of Alaska looms as a potential fifth coast. From our coastal ports, goods move across the country, primarily by rail and truck. Getting products to market in an efficient and safe manner is critical to keeping the economy moving and requires extensive intermodal coordi- nation. History of the Shipping and Port System Shipping has had a prominent role in American history from the Nation’s inception. Were it not for the impor- tance of shipping and trade, European explorers would not have discovered North America in search of a navi- gable route to Asia. Additionally, the maritime industry’s ability to quickly and reliably transport raw materials and agricultural products from the colonies to Europe encouraged the development of North America in the 1600s. Ocean shipping provided a direct connection between the colonies and the rest of the world, facilitating trade and encouraging exploration and development of the continent’s vast natural resources. 390 28Improving the Nation’s Freight Transportation System Over the years, in a continual effort to stay competitive, the shipping industry has evolved in recognition of changing commodities and emerging markets, global or regional armed conflict, challenges with shipping long distances, integrated global trading partners, changing ocean shipping economic conditions, including the emer- gence of extremely large vessels, and demands for new products from international sources. While there have been many technological innovations to ships and ports that improved the efficiency, range, and capacity of the maritime industry, the invention of the intermodal container by Malcolm McLean in 1955 revolutionized the industry by allowing for standardization of cargo.63 Intermodal containers are reusable steel boxes with standard sizes and connection points that allow for multiple uses on ocean-going cargo ships, trucks, and freight trains. Due to the superior efficiency of this shipping approach, global standardization resulted and containers became the unit of volume used to define the capacity of ships or ports. Today, the twenty-foot equivalent unit (TEU), referencing the size of the standard intermodal container, is now the standard industry metric. The freight industry generally, including ships, trucks, and trains, has been standardized to accommo- date the safe and efficient transfer of these containers between transportation modes. Prior to the use of containers to transport manufactured goods, maritime cargo was primarily loaded by hand in bulk pallets. Containerization allowed the shipping industry to gain efficiency in three main areas and, conse- quently, expand exponentially. First, the use of containers allowed for the quick movement of goods between ship and shore and between truck and train without having to break down and repackage the goods. Second, containers could be unloaded and loaded on various modes of transportation much more quickly than before through the use of larger, more efficient gantry cranes. Third, the use of containers greatly increased the freight volume capacity of the entire freight system. For example, ocean-going vessels could stack containers on a ship’s deck and transport more goods than was previously possible by loading cargo only in a ship’s holds. In addition to containerization, other types of ships have evolved over the years to meet special cargo and trans- port needs. Today, the world’s oceans are plied by a wide assortment of ship types including dry bulk carriers for coal, iron ore, and lumber; specialized ships for hauling agricultural products; fuel tankers for oil and natural gas; roll-on/roll-off car and vehicle carriers; and a variety of specialty ships designed to transport specific com- modities, such as wind turbines. The shipping industry is continually seeking ways to maximize its efficiency in transport, including fuel use, while taking into consideration the specific harbors that a ship services. Ships carrying cargo to or from Pacific Rim countries must continually balance ship design and size with the constraints of the Panama Canal and the logistical constraints of transiting the Mediterranean and Red Seas through the Suez Canal. The constant de- mands for reducing fuel consumption on the open sea and increasing safety in transiting the ingress and egress of straits, approaches, and harbors require a high level of training among licensed mariners and crew. The shift to ship designs that use more automation technologies has helped to improve efficiencies without sacrificing navigation safety. 63 Anthony J. Mayo & Nitin Nohria, The Truck Driver Who Reinvented Shipping (2005) (excerpted from In Their Time: The Greatest Business Leaders of the Twentieth Century), available at http://hbswk.hbs.edu/item/5026.html. 391 29Improving the Nation’s Freight Transportation System Economic Impact of the Shipping and Port System Cargo ships move massive amounts of goods and commodities around the world every year. Over 75 percent of all United States international freight moves by water.64 The United States is the world’s largest importer of containerized goods and the world’s second-largest exporter of such cargo.65 For the Nation to continue import- ing and exporting such a large volume of goods and commodities, integrated port infrastructure and land-side connections are necessary. In addition, it is vital to invest in the navigation tools and technologies necessary to provide mariners with accurate real-time information to safely and efficiently access and egress the Nation’s ports and waterways. Moreover, port security and maintaining security throughout the supply stream require an integrated and transferable way to track and maintain control over goods in transit. The majority of the Nation’s bulk commodities and containerized goods are shipped through ports. Ports serve as points of entry for imported goods and egress for exports. After entering harbors, ships move to specific marine terminals that are often specialized to handle the type of ship and cargo being transported. These marine terminals often serve as end points of highway and rail freight movements and must be maintained and im- proved to support efficient and cost-effective trade. The Marine Transportation System in the United States serves nearly 8,200 separate commercial cargo-handling docks. These docks include public facilities (owned and managed by state, regional, and local port departments and authorities) and private facilities (common-user terminals and dedicated facilities). According to the Amer- ican Association of Port Authorities, there are 126 public seaport agencies with jurisdiction over 185 ports.66 64 freigHt faCtS anD figUreS report, at 15. 65 worlD SHipping CoUnCil, traDe StatiStiCS, available at http://www.worldshipping.org/about-the-industry/global-trade/ trade-statistics. 66 am. aSS’n of port aUtHoritieS (aapa), U.S. pUbliC port faCtS (2008), available at http://www.aapa-ports.org/files/pdfs/ 392 30Improving the Nation’s Freight Transportation System Distribution of the cargo-handling docks and ports by region are as follows: Location Foreign Only Foreign and Domestic Domestic Only Total Atlantic 33 560 1,193 1,786 Pacific 24 571 1,101 1,696 Gulf 17 559 1,560 2,136 Great Lakes 3 246 402 651 Inland 0 0 1,928 1,928 Total 77 1,936 6,184 8,197 Source: United States Army Corps of Engineers67 While large ports dominate the international freight dynamic, smaller ports are critical to supporting and main- taining regional and local economies and sustaining the United States coastwise trade under the Jones Act. facts.pdf. 67 am. aSS’n of State HigHway anD tranSp. offiCialS (aaSHto), waterborne freigHt tranSportation 2-2 (2013), available at http://water.transportation.org/SiteCollectionDocuments/WFT-1.pdf. 393 31Improving the Nation’s Freight Transportation System Harbor Maintenance Trust Fund The Water Resources Development Act of 1986 established the Harbor Maintenance Trust Fund (HMTF) for the operation and maintenance (O&M) of harbors.68 The Harbor Maintenance Tax (HMT), an ad valorem tax, is collected on maritime imports and is assessed at a rate of 0.125 percent of cargo value ($1.25 per $1,000 in cargo value).69 The tax revenues are deposited into the Harbor Maintenance Trust Fund from which Congress appropriates funds for dredging harbor channels to cover 100 percent of the United States Army Corps of Engi- neers O&M costs.70 In addition to the tax on imported goods, domestic cargo shippers—shipments from United States port to United States port—generate about five percent of the HMT revenues while cruise ships pas- sengers generate less than one percent.71 Cargo and passengers from Alaska, Hawaii, and other United States territories are exempt from the HMT.72 Ports on inland rivers are also exempt from the HMT and are assessed fuel taxes that support the Inland Waterways Trust Fund.73 Currently HMT revenues pay for all the maintenance dredging costs at harbors up to 45 feet deep.74 For deeper harbors, the incremental maintenance cost is 50 percent from the HMTF and 50 percent from the local sponsor, usually the port authority.75 In fiscal year 2011, the HMTF collected $1.38 billion but estimated expenditures totaled only $790 million.76 As a result of collecting more revenue than expenditures year after year, the HMTF balance is more than $7 billion.77 As noted above, these funds may only be used for their statutorily-designat- ed purposes. However, because the HMTF is not an “off-budget” account within the federal budget, the large balance is used to make it appear that the Nation’s budget deficit is less in a given year.78 A lack of appropriated funding has resulted in deferred maintenance of federal channels that serve coastal ports. Currently, the constructed depths and widths of entrance channels at 59 major ports are available only 35 per- cent of the time. Global Shipping Challenges Shipping operators select harbors to call based on a number of factors including reliability, speed, cost, safety, security, value-added service, availability of cargo, and contributions to overall profitability and other business objectives.79 Ocean carriers have a choice of routes around the globe—they can go around Cape Horn in Afri- ca, the Cape of Good Hope in South America, or through the Suez Canal or the Panama Canal. Over the last several years, two new routes are beginning to open up that could change the dynamics of global ship deliver- ies—the Northeast and the Northwest passages through the Arctic Ocean. In 2013, more than 400 ships applied 68 Water Resources Development Act of 1986, Pub. L. No. 99–662, 100 Stat. 4082 (1986). 69 aapa, government relationS prioritieS: water reSoUrCeS 1 (2013), available at http://www.aapa-ports.org/files/ Water%20Resources%202013_1363709492636_1.pdf. 70 Id. 71 John Frittelli, Harbor Maintenance Trust Fund Expenditures, CongreSSional reSearCH ServiCe, Report No. R41042, January 10, 2011, at 5. 72 Id. 73 Id. 74 Id., at 7. 75 Id. 76 Staff of Joint Comm. on taxation, 112tH Cong., overview of SeleCteD tax proviSionS relating to tHe finanCing of infra- StrUCtUre 18 (JCX-29-11). 77 Dep’t of tHe treaSUry, Harbor maintenanCe trUSt fUnD, Rep. No. 96X8863. 78 Harbor Maintenance Trust Fund Expenditures, at 8-9. 79 aaSHto, waterborne freigHt tranSportation, at 2-10. 394 32Improving the Nation’s Freight Transportation System for permits to transit the Arctic Ocean for commercial transport.80 Using the northern sea route along the Arctic Coast of Russia reduces the transit between East Asia and Western Europe by 21,000 kilometers and reduces the time of transit by one-third.81 The physical dimensions of the Panama Canal have historically limited the size of ships that can transit across the Pacific to the Atlantic, and reverse. The current size of the Panama Canal limits ships to a depth of 39 feet and a width of not more than 13 containers across. This is the defined “Panamax” dimension. As ships began to increase in width and depth to accommodate an increased number of containers, the Panama Canal Authority embarked on an expansion of the canal to adapt to “post-Panamax” sized vessels. The expansion of the Panama Canal is scheduled to be completed in 2015 and will allow the next generation of mega-containerships to move between China and the United States East Coast and Gulf Coast ports. Not all harbors in the United States will be able to handle these post-Panamax sized ships. On the West Coast, the harbors currently able to handle these ships include Los Angeles-Long Beach, California; Oakland, Califor- nia; and Seattle, Washington. On the East Coast, Norfolk, Virginia and Baltimore, Maryland are able to handle post-Panamax ships and New York/New Jersey and Miami, Florida are scheduled to be enlarged to accommo- date these ships over the next several years. On the Gulf Coast, Houston, Texas, is currently dredging to allow for post-Panamax sized ships. Of concern in the global shipping community is the continued support of key shipping hubs and connectivity to and from the rest of the United States. It is critical that the hub ports have adequate connections to distribution points throughout the country. Of equal concern is the ability at these ports to break down the loads from the mega-container ships and transfer container cargo to feeder vessels that can access and support smaller harbors along the East, West, and Gulf Coasts, and in the future, the Great Lakes, via short sea shipping. Bulk Commodities The United States has multiple commodities that are desired on the global market, including coal, iron ore, tac- onite, wheat, soybeans, corn, fertilizers, timber, and finished wood products. These bulk commodities require specific loading and unloading facilities. As the commerce of these commodities has increased and become more competitive on a global scale, shippers have moved toward increased modernization and specialization on the products that they ship. The shifting dynamics of coal, in particular, exemplify this shift in demand and the response of the global bulk shipping community, particularly the increasing global demand for United States-mined coal in Asia and Eu- rope. In Norfolk, Virginia, specific mixes of West Virginia coal are increasingly shipped to Rotterdam, the Netherlands, or to the Black Sea for distribution to the rest of Europe. 80 SHip anD bUnker, navigating tHe arCtiC’S iCy waterS (2013), available at http://shipandbunker.com/news/ world/471456-fathom-spotlight-navigating-the-arctics-icy-waters. 81 Jean-Paul Rodrigue, et al., The Geography of Transport Systems: Polar Shipping Routes, Hofstra University, Department of Global Studies & Geography (2013), available at http://people.hofstra.edu/geotrans/eng/ch1en/conc1en/polarroutes.html. 395 33Improving the Nation’s Freight Transportation System inland waterways Inland waterways provide an efficient means of transporting large quantities of goods from points inland to deepwater ports and from ports to inland markets. Many agricultural and manufacturing entities rely heavily on the inland waterway system to move their goods to market. History of the Inland Waterway System The inland waterway system in the United States is primarily concentrated in the Eastern, Midwestern, and Pacific Northwest areas of the Nation. The Mississippi River and its tributaries, the Hudson River and the Saint Lawrence Seaway, the Great Lakes, the Chesapeake Bay, the Delaware River, and the Columbia River are the largest components of the inland waterway system in the United States. The inland waterways of the Midwest- ern area of the United States connect the Gulf of Mexico ports of Mobile and Biloxi, Mississippi, and New Orleans, Louisiana, to the Mississippi River, which in turn connects to the Illinois, Ohio, and Tennessee rivers. The Great Lakes System; the steel production areas of Detroit, Michigan, Chicago, Illinois, and Cleveland, Ohio; and the taconite ore of Duluth, Minnesota are accessed through the Saint Lawrence Seaway. The Seaway allows access to the Atlantic Ocean and Europe. Lastly, the West Coast Sacramento and Columbia/Snake River systems allow direct access to the agricultural resources of the Central Valley of California and the wheat, hops, and other grain fields of eastern Oregon, Washington, and Idaho. The inland waterway system is the conduit that feeds the coastal ports and provides for integrated global transfer and trading of bulk commodities. From the earliest days of the Nation’s history, American farmers, businessmen, and entrepreneurs used flatboats to float bulk commodities along the inland waterways of the United States. This mode of transportation provid- ed a low-cost, low-energy means of moving large quantities of goods around the Nation. Today, the method of transporting goods and persons on the Nation’s inland waterway system is largely unchanged. Unlike the deep- draft vessels that are common in the international maritime industry, relatively shallow-draft barges pushed by towboats traverse the Nation’s inland waterways. These barges are capable of carrying intermodal containers, 396 34Improving the Nation’s Freight Transportation System bulk agricultural goods, building aggregates, fertilizers, or liquid fuel. Modern barges typically range from 35 feet to 200 feet in length, based on the size and load of their cargo. These barges are typically put together in groups of tows that are then pushed through the inland waterway system by tugboats. They transit the system through a system of locks and dams that allow the barges to navigate both up and down our river systems. Economic Impact of the Inland Waterway System The Nation’s approximately 12,000 miles of commercially-active, navigable waterways provide an efficient, cost-effective means of transporting goods to domestic and international markets.82 A tremendous amount of goods are transported on waterways each year, estimated at 2.3 billion tons in 2007.83 In fact, United States wa- terways carried an equivalent of over 100 million truckloads of goods last year.84 However, much of the critical infrastructure for waterborne transportation is in dire need of repair. More than one-half of the locks and dams in the United States are over 50 years old.85 Inland waterways transport more than 60 percent of the Nation’s grain exports, about 22 percent of domes- tic petroleum products, and 20 percent of the coal used to generate electricity.86 In 2010, 566 million tons of 82 U.S. army CorpS of engineerS, inlanD waterway navigation: valUe to tHe nation, available at http://www.sas.usace. army.mil/Portals/61/docs/lakes/thurmond/navigate.pdf. 83 aaSHto, waterborne freigHt tranSportation, at 3-1. 84 Id. 85 Budget Hearing – United States Army Corps of Engineers Before the H. Comm. on Appropriations Subcomm. on Energy and Water Dev., & Related Agencies, 113th Cong. 1 (2013) (statement of Am. Society of Civil Engineers). 86 nat’l waterwayS foUnD., waterwayS: working for ameriCa 2 (2012), available at http://www.nationalwaterwaysfounda- tion.org/study/NWF_117900_2011WorkingForAmericaBrochure_FINAL_forWeb.pdf. 397 35Improving the Nation’s Freight Transportation System waterborne cargo transited the inland waterways valued at more than $180 billion.87 Local public port districts are economic engines for the communities in which they are located and most are self-sufficient and receive no property or other tax revenue. It is estimated that without the barges and towboats operating on the inland waterways, the Nation would need 6.3 million railroad cars or 25 million trucks to haul the difference.88 The domestic maritime industry provides over $100 billion to the Nation’s economy in economic output, annually, and provides more than 33,000 jobs aboard its boats and barges alone.89 Transporting goods on the inland waterway system also has significant environmental benefits. According to the Tennessee Valley Authority, “Because one barge can transport as much cargo as 15 rail cars or 60 trac- tor-trailers, waterway transportation benefits the environment. It reduces fuel consumption and emissions, and makes the roads safer by keeping more trucks off of the highways. River transportation has a direct impact on the prices consumers pay for the things they buy. Soft drinks, ice cream, baked goods and pancake syrup, for example, are all sweetened with high-fructose corn syrup made from grain grown in the Midwest.”90 Inland Waterways Trust Fund The Inland Waterways Revenue Act of 1978 (26 United States C. 9506) and the Water Resources Development Act of 1986 (WRDA 1986; 26 United StatesC. 4042) created the inland waterway financing mechanism. These two Acts established a fuel tax on commercial barges, cost-sharing requirements for inland waterway projects, and the Inland Waterway Trust Fund (IWTF) to hold these revenues and fund these investments. The overall effect of these changes was a greater financial and decision-making responsibility for commercial operators on the inland waterways system. WRDA 1986 authorized additional increases to the 1978 Act’s fuel tax and, pursuant to WRDA 1986, the fuel tax is $0.20 per gallon.91 The fuel tax has not been indexed for inflation.92 WRDA 1986 further stipulated that IWTF construction projects would be funded with 50 percent of the funds derived from the IWTF and the other 50 percent from the General Fund. Under WRDA 1986, expenditures from the IWTF must be authorized by Congress and funded through appro- priations acts.93 WRDA 1986 also established the Inland Waterways User Board, a federal advisory committee, to provide commercial users an opportunity to inform the priorities for United States Army Corps of Engineers decision-making. From 1986 to today, the balance in the IWTF has varied considerably. Beginning in 1992, balances increased, reaching their highest level in 2002 at $413 million.94 Beginning in 2005, expenditures began to outpace collec- tions and, concurrently, several projects far exceeded their original cost estimates and balances dropped sharp- ly. Significant concerns have been raised as to the economic viability of the IWTF under the present fuel tax 87 Id. 88 inlanD waterway navigation: valUe to tHe nation. 89 tHe ameriCan waterwayS operatorS, JobS & eConomy: inDUStry faCtS (2013), available at http://www.americanwater- ways.com/initiatives/jobs-economy/industry-facts. 90 tenneSSee valley aUtHority, eConomiC SignifiCanCe, available at http://www.tva.gov/river/navigation/economic.htm. 91 Water Resources Development Act of 1986, Pub. L. No. 99–662, 100 Stat. 4082 (1986). 92 Charles V. Stern, Inland Waterways: Recent Proposals and Issues for Congress, CongreSSional reSearCH ServiCe, Report No. R41430, May 3, 2013, at 9. 93 Water Resources Development Act of 1986, Pub. L. No. 99–662, 100 Stat. 4082 (1986). 94 Inland Waterways: Recent Proposals and Issues for Congress, at 10. 398 36Improving the Nation’s Freight Transportation System approach. Different solvency proposals have been raised by the Administration and the Inland Waterways User Board. Case Study: Moving Soybeans from Illinois and Iowa to China To meet the demands of the soybean market in China, farmers in the Midwest have to coordinate their planting and harvest with the shipment of their crop across multiple modes of transportation. The story begins when the soybeans are harvested in the fields of Iowa and Illinois, usually in September or early October. The soybeans are moved from the field to a barge loading facility on the Mississippi River by trucks or rail. This leg of the journey typically takes one to four days. The soybeans are subsequently loaded onto river barges within one or two days of arriving at the loading facility, and are organized into tows. The journey by barge tow to the New Orleans, Louisiana area typically takes two weeks. The soybeans are then off-loaded to either short-term stor- age bins or directly onto ocean-going bulk carriers. The transit to China begins after loading to the bulk carrier. Typically, the coordinated transit of the ship from loading at New Orleans, through transit of the Panama Canal to crossing of the Pacific takes approximately 30 days. After arriving in China, the bulk carrier ship is unloaded and the soybeans are transported via truck or rail to distribution points across China. The point of this case study is to illustrate the critical nature of coordination and communications in getting a product grown in the Midwest to a market in China. Due to the highly competitive market for soybeans, if the transport system in the United States breaks down or does not produce the desired transportation, the Chinese market will shift from buying Illinois and Iowa soybeans to buying Brazilian soybeans. A loss of two to four weeks in delivery to New Orleans could result in China making an economic decision that will impact the local farmers in the Midwest. An integrated process of moving bulk agricultural commodities is required to keep the economics of the system whole. 399 37Improving the Nation’s Freight Transportation System air CarGo Air cargo carriers play a vital role in transporting goods both in domestic and international supply chains. Air carriers can move cargo quickly and often move goods of particularly high value. Furthermore, in some areas of the country, air freight is the only reliable means of delivering goods. History of the Air Cargo System and the Airport and Airway Trust Fund Aviation has played a key role in American transportation for more than 100 years. Aviation is often the fast- est way to move people and goods around the Nation and the world. Since the earliest days of commercial aviation, shippers have been moving goods via air. In World War II, the military needs of the American forces around the world encouraged many technological advances to the ability of aircraft to effectively move freight long distances. Today, companies like Federal Express and the United Parcel Service maintain extensive fleets of cargo aircraft to move millions of parcels and packages around the world every night. The Airport and Airway Trust Fund (AATF) was created by the Airport and Airway Development and Revenue Act of 1970 to provide dedicated funding for the Nation’s aviation system.95 Revenues are derived from avia- tion-related excise taxes on passengers, cargo, and fuel and in turn provide funding for capital improvements to United States airports. The AATF also provides the majority of funding for the Federal Aviation Administration (FAA), estimated at 71.5 percent in fiscal year 2013.96 The FAA accounts funded include: Operations (fund- ed by the General Fund and AATF); Facilities and Equipment, Research, Engineering, and Development; and Grants-in-Aid for Airports. The AATF also funds the Essential Air Services (EAS) account for the Department of Transportation. 95 Airport and Airway Development and Revenue Act of 1970, Pub. L. No. 91-258 (1970). 96 feDeral aviation aDminiStration, airport anD airway trUSt fUnD faCt SHeet 2 (2013). 400 38Improving the Nation’s Freight Transportation System As established by the Airport and Airway Improvement Act of 1982, funds obligated for the Airport Improve- ment Program (AIP) are drawn from the AATF, which is supported entirely by user fees, fuel taxes, and other similar revenue sources.97 Some examples of these taxes and fees include: 7.5 percent domestic air passenger ticket tax; $3.90 domestic flight segment tax (up from $3.70); 6.25 percent cargo waybill tax; $17.20 tax on both international arrivals and departures (up from $16.30); 7.5 percent frequent flyer award tax; $8.60 Alaska and Hawaii international air facilities tax (up from $8.20); 19.3 cents per gallon fuel tax for aviation gasoline; 21.8 cents per gallon fuel tax on general aviation jet fuel; 14.1 cents per gallon surcharge on fuel for aircraft used in fractional ownership program (new); and 4.3 cents per gallon fuel tax on commercial airlines.98 Combined with the revenue generated from interest on the Airport and Airway Trust Fund’s cash balance, these taxes and fees generated nearly $11.7 billion in fiscal year 2011 and $12.6 billion in fiscal year 2012.99 Economic Impact of the Air Cargo System Air freight is high value cargo. Less than three percent of total freight by weight ships by air, but this represents over $6.4 trillion worth of goods per year, which is nearly 35 percent of all freight value.100 Air cargo is trans- ported both in the bellies of passenger aircraft as well as in dedicated all-cargo aircraft on scheduled and non- scheduled service. Currently, there are 33 all-cargo carriers operating 840 cargo aircraft in the United States.101 In 2012, air cargo carriers flew over 36 billion revenue ton miles (RTMs).102 Of these 36 billion RTMs, all-car- go carriers comprised almost 80 percent of the total, with passenger carriers flying the remainder.103 There are four primary drivers to the air cargo industry—competition, connectivity, cost, and perishability.104 The competition between carriers keeps the profit margin and the ultimate cost to consumers low. The number of airports across the United States and the world ensure that shippers and consumers can move their goods via air freight. While more expensive than other modes of transportation, the cost of shipping a parcel via air is far from prohibitive. Finally, shippers of perishable and time-sensitive products, such as pharmaceuticals, flowers, or fruits and vegetables, require the air cargo industry, which can reliably deliver goods to market in hours. Air cargo plays an important role in the quick delivery of goods domestically and internationally. Air cargo provides an efficient way to transfer goods or commodities from one place to another in a short period of time. Due to the volume and price constraints of the air cargo industry, air freight specializes primarily in smaller goods and personal parcels. 97 Airport and Airway Improvement Act of 1982, Pub. L. No. 97-248 (1982). 98 airport anD airway trUSt fUnD faCt SHeet, at 5. 99 Id., at 6. 100 How Logistics Facilitate an Efficient Freight Transportation System Before the H. Comm. on Transp. & Infrastructure Panel on 21st Century Freight Transp., 113th Cong. 1 (2013) (statement of Richard H. Fisher, Pres., Falcon Global Edge). 101 feDeral aviation aDminiStration (faa), aeroSpaCe foreCaSt for fiSCal yearS 2013-2033 15 (2013), available at http:// www.faa.gov/about/office_org/headquarters_offices/apl/aviation_forecasts/aerospace_forecasts/2013-2033/media/2013_Forecast.pdf. 102 A revenue ton mile (RTM) is the movement of one ton of freight one mile for revenue. 103 aeroSpaCe foreCaSt for fiSCal yearS 2013-2033, at 24. 104 loS angeleS worlD airportS, air freigHt at loS angeleS worlD airportS (2013), distributed to Panel in May, 2013. 401 39Improving the Nation’s Freight Transportation System wareHouses, distribution Centers, and tHe loGistiCs industry Warehouse, distribution center, and logistics providers play a key role in alleviating inefficiencies and bottle- necks in the Nation’s freight system, which can impede mobility and drive up the cost of the impacted goods. By optimizing the movement of freight across all modes of transportation, this industry helps ensure the health of the United States economy and the future of the Nation’s global competitiveness. History of the Logistics Industry The warehouse, distribution center, and logistics industry adds value to the supply chain by improving the plan- ning, implementation, and control of the flow of goods from point of origin to point of consumption. Today, nearly all of the Nation’s top executives have some form of logistics strategy. Every Fortune 100 company, and 80 percent of all Fortune 500 companies, employ at least one third-party logistics (3PL) provider to improve their operations.105 In 2011, domestic spending in the logistics and transportation industry totaled nearly $1.3 trillion, roughly 8.5 percent of the Nation’s gross domestic product.106 The growth of the logistics industry far outpaces that of the economy at large, further emphasizing the important value that logistics can have in facili- tating the efficient movement of goods.107 105 Joseph Bonney, 3PL Learning Curve, JoUrnal of CommerCe, Sept. 2011, at 4A. 106 Dep’t of CommerCe, tHe logiStiCS & tranSp. inDUS. in tHe U.S., available at http://selectusa.commerce.gov/industry-snap- shots/logistics-and-transportation-industry-united-states. 107 riCHarD armStrong, U.S. 3pl market growS 7%: oUtpaCeS eConomy, available at http://www.3plogistics.com/ 402 40Improving the Nation’s Freight Transportation System Third-party logistics providers are also known as freight forwarders or transportation intermediaries. Depend- ing on the industry in which a 3PL operates, the 3PL may also be known as a broker (if involved in the trucking industry), a Non Vessel Operating Common Carrier (if involved in the maritime industry), or an indirect air carrier (if involved in the air freight industry). Despite all of these different names, the essential function is the same. At its most basic level, a 3PL is an entity that facilitates the movement of goods. One of the earliest 3PLs was the Company Limited of London, established in 1836 by Thomas Meadows.108 Meadows recognized the demand for these intermediary services as the rail transportation and steamship in- dustries expanded. As trade increased between Europe and North America, Company Limited arranged for the transportation of goods from manufacturers to the steamships.109 The logistics provided by Company Limited, however, soon expanded beyond the mere carriage of goods. Meadows realized the value that additional infor- mation could offer, and soon began consulting with his clients on documentation and customs requirements in the country of destination.110 Since Company Limited, 3PLs have traditionally operated as non-asset based companies that arranged for the transportation of a shipper’s goods with another company that owned and operated a common carrier.111 Today, many 3PLs also operate their own trucks, aircraft, warehouses, and distribution centers, in addition to offering the traditional logistical advice and analysis that is the hallmark of the industry.112 Economic Impact of the Logistics Industry Logistics is the planning, execution, and control of a complex organization involving many different moving pieces and interests, all within a system designed to achieve specific objectives. According to the Council of Supply Chain Management Professionals, logistics management is the part of supply chain management “that plans, implements, and controls the efficient, effective forward and reverse flow and storage of goods, services and related information between the point of origin and the point of consumption in order to meet customers’ requirements.”113 Put simply, the logistics industry is valuable to the Nation’s freight system because logistics improve the effi- ciency of the supply chain. To name just a few real-world applications, the use of logistics can ascertain the best mode, or combination of modes, to move a particular product to a particular location, give a small carrier access to a large shipper’s freight, reduce the number of empty containers a trucking company has to carry, eliminate the need for operating distribution centers in-house, and maximize warehouse layout and productivity. Another key service of the warehouse, distribution center, and logistics industry are value-added services that improve received products before they are repackaged and shipped to a final destination. Product assembly, inspection, sequencing, re-packaging, and labeling are just some of the many services that the industry provides to add value to the products shipped throughout the world.114 By carefully collecting and analyzing data about PR_3PL%20Mkt%202002.htm. 108 Thomas Meadows & Company, Understanding the Freight Business (London: The Company, 1978). 109 Id. 110 Id. 111 tranSp. intermeDiarieS aSS’n (tia), aboUt tHe inDUS., available at http://www.tianet.org/AM/Template.cfm?Section=Edu- cation. 112 Id. 113 CoUnCil of SUpply CHain management profeSSionalS, SUpply CHain management, available at http://cscmp.org/about-us/ supply-chain-management-definitions. 114 How Logistics Facilitate an Efficient Freight Transportation System Before the H. Comm. on Transp. & Infrastructure Panel on 21st Century Freight Transp., 113th Cong. 1 (2013) (statement of Mark V. DeFabis, Pres. & CEO, Integrated Distribution Services, 403 41Improving the Nation’s Freight Transportation System the supply chain, logistics providers can identify areas of lost efficiency and develop strategies to move goods more intelligently. One of the ways that manufacturers and retailers can maximize the value of 3PLs is through the concept of Just-in-Time Delivery (JIT). The idea behind JIT is that business efficiency will be the greatest when carrying costs are minimized. In other words, by delivering goods at the precise moment when they will be consumed, businesses will not need to pay to store the goods before they are used. JIT relies intrinsically on the logistics industry to efficiently forecast and transport the goods at the moment when they are needed. By avoiding the unnecessary storage of inventory prior to its use, the logistics industry can greatly improve the operating effi- ciencies of the manufacturing and retail industries. Each year, shippers outsource more of their traffic, transportation, and logistics functions to 3PLs, as these companies can offer better purchasing economies, more sophisticated data analysis systems, and better market knowledge than the shipper can afford to develop internally.115 Many 3PLs describe themselves as the “travel agents” of the freight system, as they are tasked with planning, overseeing, transporting, and storing their cli- ents’ goods and products from one end of the supply chain to the other. There is one notable exception to the general trend toward outsourcing logistics functions, however. Many of the large big-box retailers have developed complex internal logistics operations. They have found that there are economies of scale in their own operations that increase the profitability of maintaining their own warehouses, distribution centers, and trucking fleets. Inc.). 115 JoHn g. larkin, et al., tranSp. & logiStiCS: inDUS. UpDate (2012), available at http://www.tianet.org/staticcontent/stat- icpages/06-07-2012_Robert_Voltmann_Stifel_Nicolaus_Call.pdf. 404 42Improving the Nation’s Freight Transportation System 405 43Improving the Nation’s Freight Transportation System PiPelines Pipelines provide a safe and efficient means of transporting large quantities of energy commodities from well- head to industry and consumers. Compared to other means of transportation, pipelines offer a capacity and volume advantage, emit few greenhouse gases, and offer an economical way to move energy products over long distances. History of the Pipeline System Pipelines have been used for thousands of years. The first application was to transmit drinking water and for irrigation, but 2,500 years ago in China, pipelines were adapted to transport natural gas. This is the first known instance whereby a pipeline transmitted hydrocarbons. In the United States, pipelines have been used since the late 1700s.116 Today, there are over 2,600,000 miles of pipelines in the United States—enough to circle the globe about 100 times. Most pipelines are owned by inde- pendent pipeline operators, not by oil and gas companies.117 Pipelines are jointly regulated by the Pipelines and Hazardous Materials Safety Administration (PHMSA) and the Federal Energy Regulatory Commission (FERC). PHMSA is responsible for ensuring that pipelines are safe, reliable, and environmentally sound and oversees pipeline construction, maintenance, and operation.118 FERC regulates approval, permitting, and siting for inter- state pipelines and sets rates on a pipeline-by-pipeline basis.119 Today, the term “pipelines” generally refers to all aspects of the physical infrastructure related to the transmis- sion of energy products. These elements include the pipe and fittings, equipment attached to the pipes, such as valves, compressor units, pump stations, metering stations, and terminals or storage facilities, to name just a few.120 116 Dnv gl, HazarDoUS liqUiD anD natUral gaS tranSmiSSion pipelineS (2013), distributed to Panel in October, 2013. 117 Id., at 13. 118 Id., at 12. 119 Id. 120 Id., at 6. 406 44Improving the Nation’s Freight Transportation System Economic Impact of the Pipeline System Ten percent of the Nation’s freight movement, by tonnage, travels through pipelines.121 Natural gas provides almost 25 percent of the Nation’s total energy consumption, and petroleum provides approximately an addition- al 40 percent of energy consumption. Taken together, pipelines carry nearly two-thirds of the energy used in the United States.122 These commodities need to be transported quickly and safely, and pipelines move these prod- ucts efficiently at a high volume. Pipelines play an important role in ensuring that the Nation’s energy com- modities are moved quickly, safely, and efficiently, and in so doing, pipelines support the other modes of freight transportation, as well. 121 freigHt faCtS anD figUreS report, at 9. 122 HazarDoUS liqUiD anD natUral gaS tranSmiSSion pipelineS, at 5. 407 45Improving the Nation’s Freight Transportation System reCommendations key reCommendations To safely and efficiently meet the needs of freight movements in the 21st Century, Congress should: · Direct the Secretary of Transportation, in coordination with the Secretary of the Army and the Com- mandant of the United States Coast Guard, to establish a comprehensive national freight transportation policy and designate a national, multimodal freight network; · Ensure robust public investment in all modes of transportation on which freight movement relies, and incentivize additional private investment in freight transportation facilities, to maintain and improve the condition and performance of the freight transportation network; · Promote and expedite the development and delivery of projects and activities that improve and facilitate the efficient movement of goods; · Authorize dedicated, sustainable funding for multimodal freight Projects of National and Regional Sig- nificance through a grant process and establish clear benchmarks for project selection. Projects eligible for such funding would have a regional or national impact on the overall performance of the multimodal freight network identified by the Secretary of Transportation; · Direct the Secretary of Transportation, in coordination with the Secretary of the Treasury and the Secre- tary of the Army, to identify and recommend sustainable sources of revenue across all modes of trans- portation that would provide the necessary investment in the Nation’s multimodal freight network and align contributions with use of, and expected benefit of increased investment in, such network; and · Review, working through the Committee on Transportation and Infrastructure and the Committee on Ways and Means, the Secretary’s freight funding and revenue recommendations and develop specific funding and revenue options for freight transportation projects prior to Congress’ consideration of the surface transportation reauthorization bill in 2014. 408 409 47Improving the Nation’s Freight Transportation System fundinG and finanCinG investments The United States is at a crossroads. Study after study has indicated that the Nation’s infrastructure is crum- bling. This deterioration in the condition of the Nation’s roadway pavements and bridges can affect the efficien- cy of goods movement and increase costs associated with freight transportation. Without an increased public and private sector investment in the most critical freight infrastructure facilities, the Nation’s long-term econom- ic and business competitiveness will suffer. While a strong freight transportation network is critical to the Nation’s long-term competitiveness, it is well documented that infrastructure investment at all levels of government is insufficient to keep up with operation, maintenance, and capital needs of existing facilities, let alone make investments in critically needed new facili- ties. Moreover, there is no dedicated source of federal revenue for important multimodal freight projects. Despite this well documented need for additional infrastructure investment, the Congressional Budget Office projections show that the primary source of federal funding for surface transportation investment –– the High- way Trust Fund –– will run out of money early in fiscal year 2015. This will require additional revenue be identified to ensure that state and local partners have the resources necessary to maintain existing facilities. It is important to note that throughout the Panel’s deliberations, many of the users of the transportation network — such as truckers, barge operators, manufacturers, and business owners — have expressed a willingness to contribute more to the system, as long as their investment will be used to maintain and upgrade the facilities on which their livelihoods rely. Surface Transportation Commissions Congress established the National Surface Transportation Policy and Revenue Study Commission (Policy Com- mission) in the Safe, Accountable, Flexible, Efficient Transportation Equity Act: A Legacy for Users (SAFE- TEA-LU), and charged it with forecasting the surface transportation system necessary to support our economy 50 years in the future. The Policy Commission report was issued in January 2008. The Policy Commission report: · Identified a significant surface transportation investment gap and called for an annual investment level of between $225 billion and $340 billion––by all levels of government and the private sector––over the next 50 years to upgrade all modes of surface transportation (highways, bridges, public transit, freight rail and intercity passenger rail) to a state of good repair. The current annual capital investment from all government sources in road and bridge infrastructure is $182 billion. · Proposed that the federal fuel taxes be raised by between 25 cents and 40 cents per gallon to address the funding gap and the rate increase be indexed to the construction cost index and phased in over a period of years. · Found that the fuel tax would continue to be a viable revenue source for surface transportation at least through 2025. Thereafter, the most promising alternative user fee revenue measure appears to be a 410 48Improving the Nation’s Freight Transportation System vehicle miles traveled (VMT) fee, provided that substantial privacy and collection cost issues can be addressed. · Called for other user-based fees to be utilized to assist in addressing the shortfall, such as container fees for freight projects and ticket taxes for passenger rail improvements. · Called for tax policy changes to incentivize expansion of intermodal networks. · Proposed the expanded use of “congestion pricing” on Federal-aid highways in major metropolitan areas be utilized under conditions that protect the public interest, and restricted the use of revenues generated through congestion pricing to transportation purposes in the travel corridors where the fees are imposed. · Stipulated that public-private partnerships should be encouraged to attract additional private investment to the surface transportation system, provided that conditions are included to protect the public interest and the movement of interstate commerce. SAFETEA-LU also created the National Surface Transportation Infrastructure Financing Commission (Financ- ing Commission). The Financing Commission was charged with analyzing future highway and transit needs and the finances of the Highway Trust Fund and making recommendations regarding alternative approaches to financing transportation infrastructure. The Financing Commission’s report was issued in February 2009. The Financing Commission report: · Found an annual surface transportation investment gap of between $46 billion to $64 billion between 2008 and 2035. · Concluded that, while there were concerns with the long-term viability of the gas tax, in the near term: o The gas tax should be increased by 10 cents per gallon, and indexed to inflation; o The diesel tax should be increased 15 cents per gallon, and indexed to inflation; o Heavy Vehicle Use Tax (HVUT), which has not been increased since 1983, should be doubled and indexed; and o Truck tires excise tax should be indexed to inflation. · Called for a switch to a more direct form of “user pay” charges over the long-term, specifically calling for the transition to a VMT fee system. Recognizing that the system is not viable in the near term, the report recommended that the transition to such a system be targeted for completion by 2020. · Recognized the important role innovative financing approaches, such as public-private partnerships and government financial programs, can play as a supplementary source of financing. However, found that these types of financing instruments are heavily dependent on new revenue sources that can be leveraged to repay upfront capital investments. 411 49Improving the Nation’s Freight Transportation System The Financing Commission report also notes, with regard to proposed National Infrastructure Banks, that any such entity should be structured in a manner that addresses actual funding and credit market gaps and should target assistance to projects that are essential to the national network but that lack access to sufficient resources through existing programs. The report urges Congress to ensure that any such entity is appropriately integrated with or a logical extension of current programs, especially the Transportation Infrastructure Finance and Inno- vation Act (TIFIA) program. The Financing Commission warns that the potential role of a new infrastructure financing entity should be examined in the context of long-term funding needs and not only as an immediate response to the current disruption in the credit markets. Freight-Based Financing Options The reports from the Financing Commission and the Policy Commission discussed potential freight-related charges that could be instituted in the future. Below is a summary the findings on four options to generate reve- nue to pay for freight-related projects—customs duties and fees, a freight waybill tax, a weight-distance tax, and a container tax. The Financing Commission evaluated the advantages and disadvantages of each option based on its reve- nue-raising potential, sustainability, and flexibility; implementation and administration considerations; econom- ic efficiency and impact; equity; and applicability to other levels of government. Customs Duties and Fees—The Financing Commission found that a portion of the revenues from existing customs duties potentially could be dedicated to transportation infrastructure tied to the movement of those goods—effectively a transfer from the General Fund. While customs duties and fees would be reasonable for a small, dedicated intermodal fund, the large gaps in coverage make it a poor broad-based funding method. · Allocating a portion of existing customs duties would require no major administrative effort or ex- pansion of legal authority. Alternatively, a transportation use surcharge could be added to the existing customs duty and fee schedule and dedicated to freight transportation infrastructure. · The Financing Commission found that imposition of a 3.5 percent transportation surcharge would pro- vide approximately $1 billion annually. An increase in the Customs Merchandise Processing Fee by 70 percent would also yield $1 billion annually. · However, increasing revenues from customs duties and fees may not be consistent with international rules governing trade. Additionally, these fees do not reach the United States exporters who generate much of the local highway use around the port. · An infrastructure customs fee could be structured to relate to system use (e.g., fee revenues could be dedicated to infrastructure needs at the point they are collected) and could have the benefit of address- ing border infrastructure needs that arise from both homeland security and transportation infrastructure requirements that create chokepoints. Freight Waybill Tax—A freight waybill tax would serve as a sales tax on the shipping costs for freight. Such a tax could be modeled on the aviation system tax, in which passenger and freight users who rely on the same 412 50Improving the Nation’s Freight Transportation System infrastructure and carriers all contribute to fund the system. The air-freight waybill tax currently provides five percent of contributions to the federal Airport and Airway Trust Fund. · A small percentage tax rate could raise significant revenues with strong sustainability. A 0.1 percent tax on all truck freight waybills would raise about $620 million annually; thus a 0.16 percent rate would raise $1 billion per year. · A freight waybill tax would be expensive to administer due to the high number of taxpayers and the as- sociated filing, auditing, and enforcement requirements. In addition, the waybill is typically paid by the receiver of goods; however, in some cases it is paid by the benefiting cargo owner outside of the United States Thus, determining how and from whom to collect the tax could be complex. · Private fleets (e.g., Wal-Mart and Georgia-Pacific) would not be assessed the fee unless waybill-like costs were estimated and imputed to the private company. · Such a tax would be an indirect user fee, but with less connection to use than the current motor fuel tax (a freight waybill tax generally reflects distance but more heavily equates to the value of the freight). · While a freight waybill tax would be reasonably equitable, the tax would be related to transportation costs and not system use. In addition, without the implementation of an imputed waybill on captive shippers, the tax would miss as much as one-half of the goods movement industry. · The Commission found that the process of resolving this gap creates significant implementation and administration costs and would be subject to evasion. Weight-Distance Tax—Weight-distance taxes are fees imposed on the miles traveled by specific vehicle classes, which take into account the weight and load of a vehicle and essentially impose a premium on heavier vehicles to recover the added wear and tear they cause to the system. This tax can be based on a combination of the actual weight being carried for each trip and the number of miles traveled, on the weight of the truck and the number of axles, or on the average vehicle weight plus load weights. Currently, Oregon, Kentucky, New Mexi- co, and New York use state-based variations of the weight-mile tax in combination with a fuel tax (Oregon does not charge a fuel tax for commercial trucks). · The administrative costs of a weight-distance tax can be high. However, Oregon’s tax rates are based on the average weight carried by a vehicle of each class, and, thus, trucking companies only need to keep track of mileage rather than mileage and weight. · Evasion has been an issue for states with weight-distance taxes (though if states moved to a high-tech system such as Oregon plans to implement, that would cut down on evasion). · Weight and weight-mile taxes closely correlate system use and costs, including the costs that freight trucks impose on highways. However, these taxes do little to promote targeted investment at key points of the system affecting efficiency (like bottlenecks). Therefore, the Commission found such a tax would be better suited as a funding source for system-wide maintenance. · Both a weight-only and a weight-distance tax would place a larger tax burden on low-value/high-weight commodities. 413 51Improving the Nation’s Freight Transportation System Container Tax—A per container fee could be collected at port gates or via a toll collection system in the imme- diate vicinity of a port and dedicated to an intermodal investment fund. The Port of Long Beach charged con- tainer fees to fund the Alameda Corridor project. · The complexity of actual collection of a national container tax would depend on how the fee is applied. The Commission cautions that duplicative container fees at individual ports coupled with a national fee would be administratively burdensome for shippers and pre-emption of states’ ability to impose their own container charge would be problematic as local fees are used to help states fund relief of port con- gestion. · A container fee potentially could miss movements at inland waterways and at cross-border or other ports of entry, and it could possibly not account for non-containerized freight movements like bulk cargo. Such a tax could also disadvantage United States ports in competition with those in Mexico and Canada. · A container tax would be imposed generally on shippers and would not account for non-containerized movements suck as bulk shipments of commodities or large pieces of equipment like tractors or wind- mill blades. · The Commission found that while the container tax is a possibility for funding intermodal projects, its limited coverage makes it a weak option for large-scale funding needs. Trust Funds Congress has created four trust funds that collect user fees and disburse revenue for transportation infrastruc- ture, including projects key to freight mobility. Highway Trust Fund—The Federal-Aid Highway Act of 1956 established the Highway Trust Fund (HTF). The revenues capitalizing the Highway Trust Fund are collected primarily from users of the highway system through federal taxes on fuels and various taxes on trucks. Since enactment of this legislation, funding from the Highway Trust Fund has been provided to states via formula for the planning and construction of key highway projects that enable the movement of freight. Most highway-related freight projects, as well as some freight rail and freight intermodal projects, are currently eligi- ble to receive funding under one or more existing federal surface transportation programs. Many large freight projects, however, are multimodal in scope, and some aspects of these projects may be ineligible for funding from the HTF. This puts project sponsors in the position of having to cobble together funding for large multi- modal freight projects from a variety of different sources. The HTF is also facing a significant revenue shortfall, raising questions about the ability of the HTF to sus- tain current investment levels. In recent years, outlays from the HTF have been significantly greater than the amount of revenues collected in highway user fee revenues. As a result, between fiscal year 2008 and fiscal year 2014, Congress has transferred approximately $54 billion from the General Fund to maintain the solvency of the HTF. This HTF solvency issue is expected to continue, with the Congressional Budget Office projecting that the HTF will face a cash deficit of $132 billion over fiscal year 2012 to fiscal year 2023. 414 52Improving the Nation’s Freight Transportation System Harbor Maintenance Trust Fund––The harbor maintenance tax (HMT) is an existing revenue mechanism that supports the federal Harbor Maintenance Trust Fund (HMTF) through an ad valorem tax on the value of pas- senger tickets and declared commercial cargo loaded onto or unloaded from vessels using federally maintained harbors. The HMT is assessed at a rate of 0.125 percent of cargo value ($1.25 per $1,000 in cargo value). The HMT could be increased and dedicated to an intermodal investment fund (or existing revenues from the tax could be redirected to such a fund). In recent years, HMTF annual expenditures appropriated for harbor mainte- nance have remained relatively flat. · While increasing the HMT would not require major administrative effort or expansion of legal authority, the portion of the tax imposed on imports could create issues with international rules governing trade (similar to issues associated with increasing customs duties and fees). Additionally, the HMT does not reach the United States exporters who generate much of the local highway use around ports. · An HMT increase could be structured to relate to system use if the proceeds were dedicated to infra- structure needs at or near ports of entry, particularly seaports. In this case, there would be relatively high geographic equity and a reasonable level of user equity if funding were spent on infrastructure to support ports. Inland Waterways Trust Fund—The Inland Waterways Trust Fund (IWTF) is capitalized by a fuel tax on commercial barges and cost-sharing requirements for inland waterway projects. From 1986 to today, the bal- ance in the IWTF has varied considerably. Beginning in 1992, balances increased reaching their highest level in 2002 at $413 million. Beginning in 2005, expenditures began to outpace collections and concurrently several projects far exceeded their original cost estimates and balances dropped sharply. Significant concerns have been raised as to the economic viability of the IWTF under the present fuel tax approach. Airport and Airway Trust Fund—The Airport and Airway Trust Fund (AATF) provides dedicated funding for the Nation’s aviation system, including air freight functions. Revenues are derived from aviation-related ex- cise taxes on passengers, cargo, and fuel and in turn provide funding for capital improvements to United States airports. Transportation Investment Generating Economic Recovery (TIGER) and Projects of National and Regional Significance (PNRS) The Transportation Investment Generating Economic Recovery (TIGER) discretionary grant program is funded through the General Fund of the Treasury and administered by the Department of Transportation (DOT). The TIGER program was originally created as part of the American Recovery and Reinvestment Act of 2009 and is a competitive grant program whereby DOT distributes appropriated funds for transportation infrastructure proj- ects around the Nation. The TIGER program has been funded every year since its inception in 2009. Under DOT’s TIGER grants, many freight projects have successfully received funding. However, due to the demand and structural limitations of the TIGER program as well as the large expense of many key freight trans- portation facilities, the dollar amount of each grant under TIGER is generally insufficient to fund 415 53Improving the Nation’s Freight Transportation System individual freight projects in significant measure. As such, the TIGER program is helpful in bringing freight projects online, but without additional resources is insufficient as a means of funding for such facilities, in and of itself. Similar in many ways to the TIGER program is the Projects of National and Regional Significance (PNRS) pro- gram authorized by Congress in SAFETEA-LU and reauthorized in the Moving Ahead for Progress in the 21st Century Act (MAP-21). This program provides competitive grant funding for high-cost surface transportation projects that provide significant national and regional economic benefits and increase global competitiveness. MAP-21 authorized $500 million for the PNRS program from the General Fund for fiscal year 2013. As such, the PNRS program is subject to annual appropriations and has not yet received funding. Transportation Infrastructure Finance and Innovation Act (TIFIA) Another tool that project sponsors have in funding large-scale infrastructure projects is the Transportation Infrastructure Finance and Innovation Act (TIFIA) program, which is capitalized at $1 billion in fiscal year 2014. The TIFIA program provides federal credit assistance to project sponsors through low interest-rate loans. Through participation in the TIFIA program, federal funds can be leveraged to provide greater purchasing pow- er for large transportation facilities. Railroad Rehabilitation & Improvement Financing (RRIF) The Railroad Rehabilitation & Improvement Financing (RRIF) program was originally established by the Trans- portation Equity Act for the 21st Century (TEA-21), and later amended by SAFETEA-LU. Under this program, the Federal Railroad Administration is authorized to provide direct loans and loan guarantees up to $35 billion to finance development of railroad infrastructure. The funding may be used to (1) acquire, improve, or rehabil- itate intermodal or rail equipment or facilities, including track, components of track, bridges, yards, buildings and shops; (2) refinance outstanding debt incurred for acquisition, improvement, or rehabilitation of rail equip- ment or facilities; and (3) develop or establish new intermodal or railroad facilities. Eligible applicants include railroads, state and local governments, government-sponsored authorities and corporations, joint ventures that include at least one railroad, and limited option freight shippers who intend to construct a new rail connection. Direct loans can fund up to 100 percent of a railroad project with repayment periods of up to 35 years and inter- est rates equal to the federal government’s cost of borrowing. State Transportation Funding Packages Many states are also faced with inadequate funding to address their transportation needs. As a result, states such as Virginia, Maryland, Wyoming, Arkansas, and Vermont have recently passed measures to increase state reve- nue for transportation projects. For instance, in May 2013, Virginia Governor Bob McDonnell signed a statewide transportation funding plan that he had worked with the state legislature to develop. The proposal, HB 2313, “Virginia’s Road to the Fu- ture”, raises revenue through a variety of sources including: eliminating the excise taxes on gasoline and diesel and replacing them with sales taxes on gasoline and diesel; increasing the state sales tax; and imposing a fee on alternative fuel vehicles. The plan is expected to provide approximately $6 billion in additional transportation 416 54Improving the Nation’s Freight Transportation System funding (more than $3.4 billion in additional statewide transportation funding, more than $1.5 billion in addi- tional funding for Northern Virginia, and more than $1 billion in additional funding for Hampton Roads) over the next five years. Public-Private Partnerships (PPPs) In addition to the public grant funding, individual states have begun using public-private partnerships (PPPs) to stretch governmental contributions to large freight transportation projects. A recent PPP at the Port of Baltimore provides a prime example of a freight transportation facility that was brought online as a result of cooperative planning and development between private industry and governmental entities. In January 2010, the Maryland Port Administration and a private port operator entered a 50-year lease and concession agreement for the Seagirt Marine Terminal at the Port of Baltimore. Under the agreement, the port operator is responsible for daily operations and the construction of a new 50-foot berth, including four ship-to- shore cranes. The port operator will also make hundreds of millions of dollars of capital improvements to the terminal. After making an annual payment to the Maryland Port Authority, the port operator will receive the net revenues from the business developed by the expanded terminal facility. To safely and efficiently meet the needs of freight movements in the 21st Century, Congress should: · Ensure robust public investment in all modes of transportation on which freight move- ment relies, and incentivize additional private investment in freight transportation facili- ties, to maintain and improve the condition and performance of the freight transportation network. · Direct the Secretary of Transportation, in coordination with the Secretary of the Treasury and the Secretary of the Army, to identify and recommend sustainable sources of revenue across all modes of transportation that would provide the necessary investment in the Nation’s multimodal freight network and align contributions with use of, and expected benefit of increased investment in, such network. · Review, working through the Committee on Transportation and Infrastructure and the Committee on Ways and Means, the Secretary’s freight funding and revenue recommen- dations and develop specific funding and revenue options for freight transportation proj- ects prior to Congress’ consideration of the surface transportation reauthorization bill in 2014. · Authorize dedicated, sustainable funding for multimodal freight Projects of National and Regional Significance through a grant process and establish clear benchmarks for project selection. Projects eligible for such funding would have a regional or national impact on the overall performance of the multimodal freight network identified by the Secretary of Transportation. · Encourage public-private partnerships and the use of innovative financing for freight proj- ects. 417 55Improving the Nation’s Freight Transportation System PlanninG and ProjeCt delivery Planning and project delivery are key to any functioning transportation system. Many governmental and non-governmental entities are involved in this process. When it comes to the planning and delivery of large freight projects with regional or national importance, this process becomes more complicated and important because it can involve multiple jurisdictions and require significant coordination among various entities. Transportation Planning Process Generally, state departments of transportation, metropolitan planning organizations (MPOs), and rural planning commissions work together to create a statewide transportation improvement plan (STIP) listing all of the sur- face transportation projects that are eligible for funding. In addition to the STIP, these organizations may also work together to create a long-range transportation improvement plan with proposals for future consideration. The Moving Ahead for Progress in the 21st Century Act created a new apportionment for metropolitan plan- ning. Prior to MAP-21, metropolitan planning activities were funded as a set-aside from the formula programs. Under MAP-21, states are required to use funds under this program for statewide and nonmetropolitan trans- portation planning activities and are required to make funds available to MPOs for metropolitan transportation planning activities. The amount of funds allocated to each MPO within a state is determined by a number of factors, including population, air quality, status of transportation planning, and transportation needs of the met- ropolitan area. Planning Freight Projects While the general transportation planning process is the same for projects that directly impact freight movement and those that do not, freight projects often have difficulty competing with other projects. There are a number of possible reasons for this difficulty, including difficulty accounting for the public benefits of these projects and concerns over providing funding from one jurisdiction for projects that may primarily benefit another juris- diction. Large freight projects often add additional layers of complexity. Many freight projects are located in urban areas, and city governments or port authorities often take a leading role in developing plans for these proj- ects. Furthermore, freight projects often cross state boundaries, implicating multiple state departments of trans- portation and MPOs. Given that planning bodies are responsible for focusing on the needs and issues of their specific jurisdiction, planning for and advancing multi-jurisdictional projects requires significant coordination. Project Delivery The environmental review process required under the National Environmental Policy Act (NEPA) is designed to bring all the relevant interested parties into the process so that their concerns will be considered adequately throughout the review. The process applies to projects being advanced with environmental impact statements, and can be applied, at the discretion of the Secretary of Transportation, to projects being advanced with other environmental documents. As the lead agency, DOT is responsible for defining the project’s purpose and need, 418 56Improving the Nation’s Freight Transportation System after public comments and interagency participation. DOT is also responsible for developing a range of alterna- tives to be considered for the project. Completing a major highway project can take 15 years, but only a fraction of that time involves actual construc- tion. MAP-21 streamlined this review process for highway projects by requiring the Secretary to set deadlines to make sure all environmental approvals occur within four years, by providing categorical exclusions to the environmental review process for certain projects that meet specific criteria, and by requiring the Comptroller General to conduct a study on which state laws and procedures provide the same level of environmental protec- tion as Federal law. This process does not apply to other modes of transportation. Case Study: CREATE Project Chicago is the largest freight rail hub in North America. Today, six of the seven Class I railroads converge in the region, accounting for the movement of approximately one quarter of all United States freight rail traffic and one-half of all United States intermodal rail traffic. Chicago’s antiquated rail infrastructure has led it to become the largest United States freight rail chokepoint. To help mitigate the rail-related congestion in the Chicago region and meet the future demand for freight rail service across the country, the Chicago Region Environmental and Transportation Efficiency Program (CRE- ATE) was created ten years ago as a public-private partnership between the Chicago Department of Transpor- tation, Illinois Department of Transportation, freight railroads, United States Department of Transportation, Metra, and Amtrak to help mitigate the rail-related congestion in the Chicago region. CREATE consists of 70 individual projects including 25 highway-rail grade separations, six passenger-freight rail grade separations, rail infrastructure improvements, technology upgrades, viaduct improvements, grade crossing safety enhancements, and signalization. As of May 2013, there were 17 projects completed, 11 projects under construction, 21 projects in design and environmental review, and 21 projects yet to begin. To date, over $1.2 billion has been committed to CREATE, but the total estimated cost for completion is $3.3 billion. When complete, CREATE will enhance passen- ger rail service, reduce motorist delays, increase public safety, improve air quality, create and retain jobs, and strengthen economic competitiveness. CREATE demonstrates how many organizations and interest groups can come together to effectively plan and fund a large freight project that will improve the efficiency, safety, and performance of the freight system in the region and across the Nation. 419 57Improving the Nation’s Freight Transportation System To safely and efficiently meet the needs of freight movements in the 21st Century, Congress should: · Direct the Secretary of Transportation, in coordination with the Secretary of the Army and the Commandant of the United States Coast Guard, to establish a comprehensive national freight transportation policy and designate a national, multimodal freight network. · Prioritize solutions to modernize infrastructure and utilize technology to reduce conges- tion to improve the flow of freight. · Require metropolitan and statewide planning agencies to consider the supply chain, freight movement, and regional and national freight priorities when setting short- and long-range goals and when developing transportation improvement plans. · Require metropolitan and statewide planning agencies to solicit the participation of freight industry professionals and affected communities when setting short- and long-range goals and when developing transportation improvement plans. · Require the Secretary of Transportation to identify corridor-based solutions to freight mo- bility, taking into account the Nation’s entire transportation network. · Require critical freight infrastructure owners and operators to develop cyber vulnerability assessments and cyber incident response plans, as part of existing sector-specific security assessments and plans required by the Department of Homeland Security. For ports, these assessments should be done as part of the assessments required under 46 United StatesC. 70102, and these plans should be done as part of the plans required under 46 United State- sC. 70103. · Establish policies and set benchmarks to accelerate the transition from project develop- ment to construction for freight projects. · Identify and encourage the use of low-cost measures to alleviate highway congestion. · Direct the Secretary of Transportation to promulgate the rulemaking required under 23 United StatesC. 150(c), establishing performance measures by which States can assess the quality of freight movement on the Interstate System. · Direct the Secretary of Transportation to identify performance goals and performance measures by which States can assess the quality of freight movement across all modes of transportation. · Cut red tape and encourage the Secretary of Transportation to streamline project delivery across all modes of transportation. 420 421 59Improving the Nation’s Freight Transportation System HigHways and Trucking As discussed above, the Highway Trust Fund faces pending insolvency. Without new revenue, the Trust Fund will be unable to provide states with necessary resources to maintain and improve the Federal-aid Highway System. The condition of roadway pavements and bridges can affect the efficiency of goods movement and increase costs associated with freight transportation. Highways are key to the Nation’s freight network, because almost all consumer goods travel on the highway system for some portion of the journey. Section 1115 of MAP-21 required the Secretary of Transportation to designate a primary highway freight net- work of 27,000 centerline miles. The purpose of this network is to identify the infrastructure facilities that are most important to the movement of freight on the Nation’s highways. Final designation of the primary freight network is due imminently. To safely and efficiently meet the needs of freight movements in the 21st Century, Congress should: · Ensure that states have the resources necessary to maintain and improve freight movement on Federal-aid Highways by addressing the looming shortfall in the Highway Trust Fund with sustainable revenue. · Encourage the Secretary of Transportation to complete the Comprehensive Truck Size and Weight Limits Study conducted in accordance with section 32801 of the Moving Ahead for Progress in the 21st Century Act as thoroughly and judiciously as possible. · Direct the Secretary of Transportation to determine whether the definition of the primary highway freight network pursuant to 23 United StatesC. 167 is sufficient to address the national highway freight network. · Encourage states, localities, and the private sector to designate resources for commercial driver training to be made available to all organizations that provide such training. 422 423 61Improving the Nation’s Freight Transportation System freiGHt rail Freight rail provides efficient long-haul and short-haul service and integrates closely with the trucking indus- try. Because the freight railroads are private entities, they own the infrastructure over which they operate, meaning they also invest heavily in those networks. In 2011, the freight railroads invested over $23 billion in capital expenditures to improve and expand their networks. The RRIF loan program is a vehicle that the federal government can use to leverage this private investment and deliver projects that are key for intermodal freight mobility. Positive Train Control (PTC) refers to the technologies designed to stop or slow a train automatically before certain accidents that are caused by human error can occur. PTC is statutorily required to be installed by the end of 2015 for certain routes. For a variety of reasons, PTC is an unprecedented technology challenge. Freight railroads have already invested billions of dollars to meet this deadline, but there are many technological and non-technological barriers that remain. To safely and efficiently meet the needs of freight movements in the 21st Century, Congress should: · Encourage adequate investment in rail corridor projects that facilitate freight movement. · Direct the Secretary of Transportation to conduct stronger outreach to freight railroads about the potential benefits of the Railroad Rehabilitation and Improvement Financing (RRIF) loan program, and improve the process for approving applications. · Work with the Secretary of Transportation, freight and passenger railroads, commuter rail- roads, railroad employee representatives, and other interested parties to evaluate proposals to extend the deadline for installation of Positive Train Control regulations, mandated pursuant to the Rail Safety Improvement Act of 2008 (P.L. 110-432). 424 425 63Improving the Nation’s Freight Transportation System sHiPPinG and Ports As discussed above, the Harbor Maintenance Trust Fund maintains a positive balance, yet there is still a large backlog of maritime infrastructure projects that need to be completed. Wisely utilizing existing revenues is the first step toward improving the efficiency and reliability of this critical aspect of the Nation’s freight system. To safely and efficiently meet the needs of freight movements in the 21st Century, Congress should: · Appropriate funds annually from the Harbor Maintenance Trust Fund in an amount equal to the revenue collected by the Trust Fund. · Draw down the $7 billion balance of the Harbor Maintenance Trust Fund, without ad- versely affecting appropriations for other programs, projects, and activities carried out by the Corps of Engineers for other authorized purposes. · Expand eligible uses of Harbor Maintenance Trust Fund expenditures to include other activities in the water that are adjacent to navigation channels. · Direct the Secretary of the Army, in consultation with the Secretary of Transportation and the Commandant of the United States Coast Guard, to prioritize maritime development projects, including port deepening projects, in the Corps of Engineer’s annual budget submission. · Encourage the full utilization of marine highways to expand the capacity of the freight transportation network, alleviate surface transportation congestion, and ensure the reliable movement of freight via short sea shipping. · Direct the Secretary of Transportation, in coordination with the Secretary of the Treasury and the Secretary of the Army, to study the degree to which shippers, seeking to avoid payment of the Harbor Maintenance Tax, divert cargo bound for the United States from the Nation’s ports. This study should expand upon the July 2012 study conducted by the Federal Maritime Commission. · Encourage ports and intermodal facilities to maximize efficiency through off-peak cargo movement. · Encourage, coordinate, and support navigation technology research, development, and investment to improve navigation safety and efficiency and reduce the risk of accidents and disruption of the freight network. 426 427 65Improving the Nation’s Freight Transportation System inland waterways Inland waterways are vitally important to the health of the Nation’s economy. It is estimated that without the barges and towboats operating on the inland waterways, the Nation would need 6.3 million railroad cars or 25 million trucks to haul the difference. However, much of the critical infrastructure for waterborne transportation is in dire need of repair. More than one-half of the locks and dams in the United States are over 50 years old. To safely and efficiently meet the needs of freight movements in the 21st Century, Congress should: · Authorize adequate funding for operations and maintenance of the Nation’s inland water- ways system. · Direct the Secretary of the Army, in coordination with the Secretary of the Treasury, to assess financing options for the inland waterways system. · Work with the Inland Waterways User Board, states, and other interested parties to plan and prioritize federal investment in the inland waterways system. 428 429 67Improving the Nation’s Freight Transportation System air CarGo Air cargo is the fastest way to ship goods over long distances, and air freight is high value cargo. Less than three percent of total freight by weight ships by air, but this represents over $6.4 trillion worth of goods per year, which is nearly 35 percent of all freight value. Today, the Federal Aviation Administration (FAA) is re- sponsible for ensuring the safe navigation of aircraft within the Nation’s airspace. However, the basic elements of the FAA system have not changed significantly in over 60 years. The Next Generation Air Transportation System (NextGen) is FAA’s solution, employing new technology, modernized procedures, and resulting in add- ed capacity, increased productivity, and greater safety. To safely and efficiently meet the needs of freight movements in the 21st Century, Congress should: · Authorize adequate funding and programmatic support to implement new air traffic con- trol technologies and operational capabilities to facilitate the transition to the Next Gener- ation Air Transportation System supporting the Nation’s air freight system. 430 431 69Improving the Nation’s Freight Transportation System Appendix A – Panel Scope of Work 432 70Improving the Nation’s Freight Transportation System 433 71Improving the Nation’s Freight Transportation System 434 435 73Improving the Nation’s Freight Transportation System Appendix B – Panel Activities DATE TITLE April 24, 2013 Hearing – “Overview of the United States’ Freight Transportation System” May 15, 2013 Roundtable Policy Discussion – “Coordinating Federal Efforts to Improve Freight Transportation” May 28, 2013 to May 31, 2013 Site Visit – Southern California May 29, 2013 Roundtable Policy Discussion – “Navigating the Complexities of America’s Largest Port Facilities” May 30, 2013 Hearing – “How Southern California Freight Transportation Challenges Impact the Nation” June 20, 2013 to June 21, 2013 Site Visit – Memphis Region June 26, 2013 Hearing – “How Logistics Facilitate an Efficient Freight Transportation System” July 17, 2013 Roundtable Policy Discussion – “Effectively Coordinating Freight Planning Activities” July 25, 2013 to July 27, 2013 Site Visit – New York City Region July 26, 2013 Hearing – “How Freight Transportation Challenges in Urban Areas Impact the Nation” August 22, 2013 to August 23, 2013 Site Visit – Norfolk, Virginia October 1, 2013 Hearing – “Perspectives from Users of the Nation’s Freight System” October 10, 2013 Hearing – “Funding the Nation’s Freight System” 436 437 75Improving the Nation’s Freight Transportation System Appendix C – Summary of Hearing – “Overview of the United States’ Freight Transporta- tion System” Overview The Panel on 21st Century Freight Transportation met on Wednesday, April 24, 2013, at 10:00 a.m., in 2167 Rayburn House Office Building to receive testimony related to the importance of freight transportation to the United States economy. At this hearing, the Panel received testimony on the current operation of the freight network, what challenges impact its performance, and what can be done to improve the efficiency and safety of freight transportation. Points of Discussion · The Nation’s freight transportation network affects the day-to-day lives of every citizen, and given its multimodal nature, the system as a whole and how its parts work together need to be examined and im- proved for future capacity and demand. · As an essential part of the Nation’s freight network, the highway system moves approximately 50 percent of all freight moved in the United States via trucking. Unfortunately, the negative impacts of congestion slow the efficiency of the highway system as a reliable freight mode. · Carrying more freight than any other mode of surface transportation over long distances, railroads carry 43 percent of intercity freight and are continually working to improve and expand their networks. · With respect to ports and maritime freight movement, cargo ships move 75 percent of international freight every year by water. To continue efficiently exporting such a large volume of goods, investment is necessary in port infrastructure and land-side connections. · Air cargo carriers play a large role in transporting goods in both domestic and international supply chains, moving cargo quickly and often moving goods of high value. · As the safest and most efficient way to transport hazardous materials, pipelines play an important role in delivering crucial products such as natural gas throughout the country. 438 76Improving the Nation’s Freight Transportation System Witnesses Fred Smith, Chairman, President, and Chief Executive Officer FedEx Corporation Charles W. Moorman, Chairman, President, and Chief Executive Officer Norfolk Southern Corporation James Newsome, President and Chief Executive Officer South Carolina Ports Authority Derek Leathers, President Werner Enterprises Edward Wytkind, President, Transportation Trades Department AFL-CIO 439 77Improving the Nation’s Freight Transportation System Appendix D – Summary of Hearing – “How Southern California Freight Transportation Challenges Impact the Nation” Overview The Panel on 21st Century Freight Transportation met on Thursday, May 30, 2013 at the historic Santa Fe Depot located at 1170 West 3rd Street, San Bernardino, California, to receive testimony related to ways the freight chal- lenges of Southern California impact the Nation. During this hearing, the Panel received testimony on the cur- rent operation of the freight network in Southern California, the unique challenges that impact its performance, and how these issues resonate throughout the country and impact the freight system as a whole. Points of Discussion · The multimodal Southern California freight system is one of the most important gateways in the entire country, incorporating ports, international border crossings, highways, railways, and air cargo facilities. Creating 60,000 local jobs, the freight industry in Southern California brings in over $30 billion in local, state, and federal tax revenue yearly. · Southern California ranks as the third-largest manufacturing region in the Nation. · Congestion, bottlenecks, and other inefficiencies hinder the Southern California region’s ability to im- port and move goods throughout the Nation, increasing costs and transit times. · Given the connected nature of the Nation’s supply chain, the issues impacting this region’s freight system have a direct and tangible impact on the economic competitiveness of states thousands of miles away. Witnesses Kome Ajise, Deputy Director for Planning and Modal Programs California Department of Transportation 440 78Improving the Nation’s Freight Transportation System Hasan Ikhrata, Executive Director Southern California Association of Governments Marnie O’Brien Primmer, Executive Director Mobility 21 Scott Moore, Vice President for Public Affairs Union Pacific Mike Fox, President and Chief Executive Officer Fox Transportation Rick Richmond, Former Chief Executive Officer Alameda Corridor-East Construction Authority 441 79Improving the Nation’s Freight Transportation System Appendix E – Summary of Hearing – “How Logistics Facilitate an Efficient Freight Trans- portation System” Overview The Panel on 21st Century Freight Transportation met on Wednesday, June 26, 2013 at 1:00 p.m. in 2167 Ray- burn House Office Building to receive testimony related to the impact of the logistics industry on the United States freight network. During the hearing, the Panel received testimony concerning the correlation between logistics and a productive, efficient, and safe national freight system and suggestions to strengthen this relation- ship. Points of Discussion · The logistics industry is one of the most valuable parts of the Nation’s freight system because it im- proves the efficiency of the supply chain. · Logistics providers play a key role in alleviating inefficiencies and bottlenecks, which impede freight mobility and drive up the cost of goods. · Manufacturers and retailers can maximize the value of third-party logistics by using the concept of Just- in-Time Delivery, minimizing carrying costs and increasing business efficiency. Witnesses David Abney, Chief Operating Officer United Parcel Service Tracy Rosser, Senior Vice President, Transportation Walmart Corporation 442 80Improving the Nation’s Freight Transportation System Scott Satterlee, Senior Vice President, Transportation C.H. Robinson Mark DeFabis, President and Chief Executive Officer International Development Systems Richard Fisher, President Falcon Global Edge Ed Hamberger, President and Chief Executive Officer Association of American Railroads 443 81Improving the Nation’s Freight Transportation System Appendix F – Summary of Hearing – “How Freight Transportation Challenges in Urban Areas Impact the Nation” Overview The Panel on 21st Century Freight Transportation met on Friday, July 26, 2013 at 1:30 p.m. at the Alexander Hamilton United States Custom House, located at One Bowling Green, New York, New York. The Panel received testimony related to the ways in which urban freight challenges impact the Nation. During this hear- ing, the Panel received testimony concerning the operation of the freight network in urban areas, the unique challenges that impact performance in these areas, and how these issues impact the rest of the Nation’s freight system. Points of Discussion · Freight transportation in urban areas is complex and sensitive, and mitigated by several dueling factors. Given the interconnected nature of the Nation’s freight transportation system, issues that impact one region of the country inevitably have a ripple effect throughout the entire network. · Congestion remains one of the most costly hurdles for urban area freight transportation. Congestion, by increasing transit times, increases the cost of goods for consumers. · State transportation departments and metropolitan planning organizations generally work together to cre- ate a long term strategy for urban freight planning. However, freight projects that cross state lines often have difficulty competing in a state-based formula program. Planning and advocating for multi-jurisdic- tional projects require significant coordination amongst several groups. · The New York City metropolitan area experiences some of the most critical freight challenges of any re- gion in the country, particularly the ability to move goods efficiently across the Hudson River. Without a viable alternative, trucking across ageing and congested infrastructure is the best option to move goods throughout the region. Witnesses Patrick Foye, Executive Director Port Authority of New York and New Jersey 444 82Improving the Nation’s Freight Transportation System William Flynn, President and Chief Executive Officer Atlas Air Worldwide Holdings Gerry Coyle, Vice President for Environmental & Sustainability Evans Network William Goetz, Resident Vice President for New York City, New Jersey, and Philadelphia CSX Transportation 445 83Improving the Nation’s Freight Transportation System Appendix G – Summary of Hearing – “Perspectives from Users of the Nation’s Freight System” Overview The Panel on 21st Century Freight Transportation met on Tuesday, October 1, 2013, at 2:00 p.m., in 2167 Ray- burn House Office Building to receive testimony related to the ways in which the agriculture and manufacturing industries rely on the Nation’s freight transportation system to remain competitive. At this hearing, the Panel received testimony on the specific freight transportation needs of these industries and the impact that the level of performance of the freight system has on the ability of these industries to remain competitive. Points of Discussion · Depending on the particularities of the goods being produced, manufacturers often have unique freight transportation needs. The sophistication and efficiency of the Nation’s freight system allow for man- ufacturers to deliver goods in a way that supports the competitiveness of the industry. However, more investment is needed to support growth. · The manufacturing and agriculture industries are concerned that the Nation’s current failure to adequate- ly invest in infrastructure will cede past gains to global competitors, especially in the agriculture indus- try. · Aside from general issues related to the market for agricultural commodities, transportation costs are the most significant factor impacting the bottom line for farmers and other participants in the agriculture industry. Witnesses Tom Kadien, Senior Vice President, Consumer Packaging International Paper F. Edmond Johnston, III, Sustainability Manager DuPont 446 84Improving the Nation’s Freight Transportation System William Roberson, Materials & Logistics Manager Nucor Steel Berkeley Bill J. Reed, Vice President, Public Affairs Riceland Foods, Inc. 447 85Improving the Nation’s Freight Transportation System Appendix H – Summary of Hearing – “Funding the Nation’s Freight System” Overview The Panel on 21st Century Freight Transportation met on Thursday, October 10, 2013, at 1:00 p.m., in 2167 Rayburn House Office Building to receive testimony related to the ways in which freight projects can be fund- ed. At this hearing, the Panel received testimony on the various proposals on ways to raise new revenue and use existing revenue more wisely in the funding of freight infrastructure projects across the Nation. Points of Discussion · Most highway-related freight projects, as well as some freight rail and freight intermodal projects, are currently eligible to receive funding under one or more existing federal surface transportation programs. Many large freight projects, however, are multimodal in scope, and some aspects of these projects may be ineligible for funding from the Highway Trust Fund. Freight projects that cross state lines often have difficulty competing in a state-based highway formula program. Freight projects also receive federal assistance through the Harbor Maintenance Trust Fund, the Transportation Investment Generating Eco- nomic Recovery grants, and Transportation Infrastructure Finance and Innovation Act grants. · Freight infrastructure facilities are in need of upgrading and current federal funding available for freight projects still leaves states with unmet needs. Additional federal resources are needed to address the Na- tion’s freight transportation needs. · Some states have recently passed measures to increase state revenue for transportation projects. States have also explored public-private partnerships to fund freight projects. Witnesses The Honorable Sean T. Connaughton, Secretary Virginia Department of Transportation Leif Dormsjo, Deputy Secretary Maryland Department of Transportation 448 86Improving the Nation’s Freight Transportation System Robert D. Atkinson, President Information Technology and Innovation Foundation Jack L. Schenendorf, Of Counsel Covington & Burling, LLP David Seltzer, Co-Founder Mercator Advisors 449 87Improving the Nation’s Freight Transportation System Appendix I – Summary of Site Visit – Southern California Overview In order to gain a better understanding of freight movement in the region and to hear from local stakeholders, members and staff of the Panel on 21st Century Freight Transportation traveled to different areas of Southern California from Tuesday, May 28 to Friday, May 31, 2013. Sites Visited · On Tuesday, May 28, 2013, Members and staff received a briefing on the cargo operations at Los Ange- les International Airport, and then toured the cargo operations of the Mercury Air Group. Later in the day, they met with officials from the Los Angeles Metropolitan Transportation Authority. · On Wednesday, May 29, 2013, Members and staff received a briefing on port operations from officials of the Port of Los Angeles and Port of Long Beach; toured the International Transportation Services Ter- minal and the Middle Harbor Redevelopment Project at the Port of Long Beach; toured the Port of Los Angeles and the Port of Long Beach by boat, accompanied by officials from both ports and local freight stakeholders; and Members held a roundtable discussion with industry stakeholders on port operations at the APM Terminal. · On Thursday, May 30, 2013, Members and staff traveled on BNSF rail cars up the Alameda Corridor to the intermodal rail yard in Hobart, and out the Alameda Corridor East towards San Bernardino. Mem- bers and staff received briefings on the facilities en route by BNSF senior officers and local stakeholders. Upon arriving in San Bernardino, Members and staff visited the BNSF San Bernardino Rail Yard. Mem- bers held a field hearing entitled “How Southern California Freight Transportation Challenges Impact the Nation.” 450 451 89Improving the Nation’s Freight Transportation System Appendix J – Summary of Site Visit – Memphis Region Overview On Thursday, June 20 and Friday, June 21, 2013, Members and staff of the Panel on 21st Century Freight Trans- portation traveled to the Memphis region for a series of site visits, meetings, and a working lunch discussion. Sites Visited · On Thursday, June 20, 2013, Members and staff toured the FedEx facilities with senior officers from the FedEx Corporation. The tour included the flight simulators FedEx uses to train their pilots, a discussion of the 33-foot double trailer configuration, the box matrix sorting facility, and the small package sorting facility. · On Friday, June 21, 2013, Members and staff received a briefing on inland waterways issues and the Port of Memphis from the Executive Director of the port, a senior United States Army Corps of Engi- neers official, and a plant manager for Cargill; toured the port facilities; and met with freight stakehold- ers at the Mid-South Community College in West Memphis, Arkansas. 452 453 91Improving the Nation’s Freight Transportation System Appendix K – Summary of Site Visit – New York City Region Overview In order to gain a better understanding of freight movement in the region and to hear from local stakeholders, members and staff of the Panel on 21st Century Freight Transportation traveled to the New York City region from Thursday, July 25 to Saturday, July 27, 2013. Sites Visited · On Thursday, July 25, 2013, Members and staff departed Washington Union Station aboard a Norfolk Southern train. Senior Norfolk Southern officers briefed Members and staff on key freight facilities in the Northeast Corridor during the trip. Members and staff met officials from the Port Authority of New York and New Jersey upon arrival at the Oak Island Rail Yard. Members and staff then traveled to the Maher Terminal at the Port of Newark for a briefing on the Bayonne Bridge project and Port Authority operations. · On Friday, July 26, 2013, Members and staff departed for the Greenville Yard in Jersey City, NJ with senior Port Authority officials for a briefing regarding New York/New Jersey cross harbor freight move- ment. Members and staff observed the loading of the New York New Jersey Railroad rail car ferry at the Greenville Yard intermodal facility. Next, Members and staff boarded a United States Army Corps of Engineers vessel for a boat tour shadowing the rail car ferry across New York Harbor. Members and staff arrived in Brooklyn and observed the unloading of the rail car ferry and the connection with the New York and Atlantic Railway, a local short-line railroad. Members of the Freight Panel conducted a field hearing at the Alexander Hamilton Custom House in Manhattan on “How Freight Transportation Challenges in Urban Areas Impact the Nation.” · On Saturday, July 27, 2013, staff toured the World Trade Center construction site with a Port Authority construction engineer. The tour included visits to the construction site for the Port Authority Trans-Hud- son (PATH) transit terminal at the World Transit Center. 454 455 93Improving the Nation’s Freight Transportation System Appendix L – Summary of Site Visit – Norfolk, Virginia Overview In order to gain a better understanding of the operations at the Port of Virginia and at the Norfolk Southern Coal Pier 6, staff for the Panel on 21st Century Freight Transportation traveled to Norfolk, Virginia on Thursday, Au- gust 22 and Friday, August 23, 2013. Sites Visited · On Thursday, August 22, 2013, staff toured the Norfolk International Terminal and received a briefing on port operations. The chief of the port police force was also present to discuss port security issues. Next, staff departed for the APM terminal, a state of the art, privately-owned and constructed terminal that is operated by the Port of Virginia under a lease agreement with Maersk. Staff visited and were briefed at both a traditional container loading facility and an automated container facility. Security and coordination of vessels with both rail and truck land-side transport were reviewed. At the completion of the container review, staff boarded the vessel CMA CGM Samson for a tour and discussion on ship con- tainer loading and transport, and a working lunch with vessel crew. Later, staff departed for the United States Coast Guard Base Portsmouth for a briefing on Coast Guard operations with the Captain of the re- gion. Discussions focused on the management of the harbor, safety protocols and issues associated with coordinating vessel traffic in and out of the harbor facilities. Staff also toured the Craney Island facility, which is used by the Port of Virginia to store dredge material and is the future site of terminal expansion at the Port of Norfolk. · On Friday, August 23, 2013, staff received a briefing on the Norfolk Southern Coal Pier 6 and were giv- en a tour of operations at the pier. 456 457 95Improving the Nation’s Freight Transportation System Appendix M – Summary of Roundtable Policy Discussion – “Coordinating Federal Efforts to Improve Freight Transportation” Overview The Panel on 21st Century Freight Transportation met on Wednesday, May 15, 2013, at 10:00 a.m., in 2253 Rayburn House Office Building to participate in a roundtable discussion on federal efforts to improve freight transportation. The Panel heard from participants from the United States Department of Transportation (DOT) and the United States Army Corps of Engineers. Points of Discussion · DOT has the primary responsibility in the Administration to develop freight transportation policy; the United States Army Corps of Engineers (Corps) also plays a role in transportation infrastructure. Spe- cific to freight transportation, the Corps carries out construction and maintenance of navigation channels and the inland waterways system which are critical pieces of the Nation’s freight transportation system. · These two departments work together through a Memorandum of Understanding, establishing a collabo- rative relationship to improve the Nation’s transportation system and infrastructure. · The Freight Policy Council, created by DOT in August 2012, has been working with states to develop state freight plans as required by Section 1118 of the Moving Ahead for Progress in the 21st Century Act. MAP-21 also requires the development of a National Freight Strategic Plan to assess the conditions and performance of the National Freight Network, identifying points of congestion, forecasting freight volumes, and identifying major trade gateways, among other objectives. · The National Freight Network is required by Section 1115 of MAP-21 to be designated by October 1, 2013; DOT is currently in the process of meeting this requirement. This primary freight network will consist of 27,000 centerline miles of existing roadways, with the option of expanding this limitation by no more than 3,000 additional centerline miles. The purpose of this network is to identify the infrastruc- ture facilities that are most important to the movement of freight on the Nation’s highways. 458 96Improving the Nation’s Freight Transportation System Participants The Honorable John Porcari, Deputy Secretary United States Department of Transportation The Honorable Jo-Ellen Darcy, Assistant Secretary (Civil Works) United States Department of the Army 459 97Improving the Nation’s Freight Transportation System Appendix N – Summary of Roundtable Policy Discussion – “Navigating the Complexities of America’s Largest Port Facilities” Overview The Panel on 21st Century Freight Transportation met on Wednesday, May 29, 2013, at 1:30 p.m., at the Port of Los Angeles Administration building, located at 425 South Palos Verdes Street, San Pedro, California to partic- ipate in a roundtable discussion on port facilities and freight transportation. The Panel heard from stakeholders in the Southern California freight transportation community. Points of Discussion · As one of the most important trade gateways in the country, the freight system in Southern California is multimodal, incorporating ports, international border crossings, interstate highways, railroads, air cargo facilities, refrigeration facilities, and distribution and warehouse clusters. · There are many infrastructure, capacity, and efficiency challenges facing the Ports of Los Angeles and Long Beach to maintain their competitiveness in the global economy. As the eighth largest port facility in the world, taken together, both Ports are undergoing major capital improvements to fight these chal- lenges and to strengthen the national freight system. · The Ports of Los Angeles and Long Beach handle more than 40 percent of all containers entering the United States and contribute an import tax to the Harbor Maintenance Trust Fund. The Ports of LA and Long Beach receive back less money than they pay into the Harbor Maintenance Trust Fund. · Improving the efficiency of moving cargo through the harbor complex requires coordination between the Department of Homeland Security and the United States Coast Guard to ensure safety in the transport of materials in and out of the harbor. Both ports are investing in expanding container facilities to accom- modate post-Panamax sized vessels. · Given the challenges affecting this region, the importance of sustainable, long-term funding for trans- portation infrastructure in delivering freight projects is the key to a successful economic future for the Nation’s freight system. 460 98Improving the Nation’s Freight Transportation System Participants Chris Lytle, Executive Director Port of Long Beach Michael Christensen, Deputy Executive Director Port of Los Angeles Jeff Burgin, Senior Vice President and Chief Operating Officer Pasha Stevedoring & Terminals Alan McCorkle, Senior Vice President APM Terminals Victor La Rosa, President and Chief Executive Officer Total Transportation Services, Inc. Michael Antonovich, Chairman Metropolitan Transportation Authority Michael Gasparo, Manager for Ship Assist Crowley Rav Familathe, International Vice President (Mainland) International Longshore and Warehouse Union 461 99Improving the Nation’s Freight Transportation System Appendix O – Summary of Roundtable Policy Discussion – “Effectively Coordinating Freight Planning Activities” Overview The Panel on 21st Century Freight Transportation met on Wednesday, July 17, 2013, at 10:00 a.m., in 2253 Ray- burn House Office Building to participate in a roundtable discussion on effectively coordinating freight plan- ning activities. The Panel heard from planning officials at the federal, state, regional, and local levels. Points of Discussion · Planning is key to any functioning transportation system, and freight planning itself is complicated be- cause it involves multiple jurisdictions and require significant coordination among several parties. · State departments of transportation, metropolitan planning organizations (MPOs), and rural planning commissions work together to create a statewide transportation improvement plan with proposals for fu- ture consideration. The Moving Ahead for Progress in the 21st Century Act created a new apportionment for metropolitan planning, requiring states to make more funds available for MPOs. · Since freight projects are usually complex and involve several different parties, planning for and ad- vancing these projects requires significant coordination. The Panel heard suggestions on how freight planning stakeholders can effectively coordinate efforts to ensure the timely and well planned delivery of freight transportation facilities and whether additional ways for these entities to cooperate on the plan- ning of large freight projects can be identified. · There are a number of challenges that may impede the effective coordination of the planning for large freight projects, especially since freight projects often cross state boundaries, implicating multiple state departments of transportation and MPOs. Participants The Honorable Polly Trottenberg, Undersecretary for Policy United States Department of Transportation 462 100Improving the Nation’s Freight Transportation System Richard Biter, Assistant Secretary for Intermodal Systems Development Florida Department of Transportation Don Kopec, Deputy Executive Director for Programming and Operations Chicago Metropolitan Agency for Planning Amy Kessler, Director of Community Development and Regional Planning North Central Pennsylvania Regional Planning and Development Commission Andrew Lynn, Director of Planning and Regional Development Port Authority of New York and New Jersey 463 101Improving the Nation’s Freight Transportation System Appendix P – Acronym List 3PL Third-Party Logistics AATF Airport and Airway Trust Fund AIP Airport Improvement Program CREATE Chicago Region Environmental and Transportation Efficiency Program DOT United States Department of Transportation EAS Essential Air Services FAA Federal Aviation Administration FERC Federal Energy Regulatory Commission FHWA Federal Highway Administration HMT Harbor Maintenance Tax HMTF Harbor Maintenance Trust Fund HTF Highway Trust Fund HVUT Heavy Vehicle Use Tax ISTEA Intermodal Surface Transportation Efficiency Act IWTF Inland Waterway Trust Fund JIT Just-in-Time Delivery MAP-21 Moving Ahead for Progress in the 21st Century Act MPO Metropolitan Planning Organization NEPA National Environmental Policy Act NextGen Next Generation Air Transportation System O&M Operation and Maintenance PHMSA Pipelines and Hazardous Materials Safety Administration PNRS Projects of National and Regional Significance PPP Public-Private Partnership PTC Positive Train Control RTM Revenue Ton Mile 464 102Improving the Nation’s Freight Transportation System SAFETEA-LU Safe, Accountable, Flexible, Efficient Transportation Equity Act: A Legacy for Users STIP Statewide Transportation Improvement Plan TEA-21 Transportation Equity Act for the 21st Century TEU Twenty-foot Equivalent Unit TIFIA Transportation Infrastructure Finance and Innovation Act TIGER Transportation Investment Generating Economic Recovery TTI Texas Transportation Institute VMT Vehicle Miles Traveled WRDA Water Resources Development Act 465 103Improving the Nation’s Freight Transportation System Appendix Q – Signature Page 466 467 ATTACHMENT 2 468 Federal Freight Policy Update Riverside County Transportation Commission December 11, 2013 MAP-21Sec. 1115: National Freight Policy •§167(c)(1): “IN GENERAL.—The Secretary shall establish a national freight network…to assist States in strategically directing resources toward improved system performance for efficient movement of freight on highways, including national highway system, freight intermodal connectors and aerotropolis transportation systems.” –Primary Freight Network (PFN) –Interstates not on the PFN –Critical Rural Freight Corridors PFN •One year after enactment (overdue!) •27,000 centerline miles (+3,000 optional miles) •Consultation required with stakeholders include: –System users –Transport providers –States PFN FACTORS FOR DESIGNATION •Origins/destinations •Tonnage and value •Percentage of annual average daily truck traffic (AADTT) •AADTT •Ports of entry (land and sea) •Access to energy exploration, development, installation, production •Population centers •Network connectivity PFN LIMITATIONS •Highway-only •Not enough miles •Many factors = infinite possibilities •Can’t look at “corridors” •Data only tells some of the story –Lack of understanding of urban areas –How to capture first/last mile connectivity? •What’s the point of all this? PFN WHAT U.S. DOT DID… •26,966 miles of PFN, plus… •41,518 miles of the “comprehensive network” •Secretary of Transportation may still add 3,000 PFN miles •Aware of “emerging routes” that are critical to the future •California received 10 percent of all PFN miles •Surprisingly positive! Next Steps •Comment period through January 17, 2014 –Specific routes –Methodology –How freight network could be used in future –Urban area route designation process •SCAG + SANDAG regions united together –Region will seek PFN designation for SR-86, SR-60 –Key connections near ports omitted –Possible route “swaps” to stay mileage neutral –Overall positive message –Yesterday’s I.E. tour with Federal Highways staff House Panel on 21st Century Freight Transportation •Bipartisan unanimity! •Recommendations: general but a good start: –US needs a national freight policy and network –Expedite project delivery –Robust public investment in all modes of trans. –Dedicated, sustainable funding for freight •Must identify revenue options Impacts of Goods Movement in Riverside County Freight Train Volume, Vehicle Delay and Air Quality Impacts •Number of freight trains that pass through Riverside County is increasing: –Current: 66 –Increase to 137 by 2035 •Daily vehicle hours of delay: –Current: 600 –Increase to 3,700 by 2035 •Emissions (per year) –Current: 9 tons –Increase to 53 tons by 2035 Goods Travel Beyond Riverside County •77 percent of freight travels through Riverside –65 percent travels by rail –35 percent by truck Impacts of Goods Movement in Riverside County Financial Investment Senator Boxer at Magnolia Avenue (UP) Ribbon Cutting Ceremony Over $461 million invested in 12 grade separation projects: •Two Completed: Columbia Avenue Magnolia Avenue/UP •Ten Under Construction: Auto Center Avenue 52 Avenue 56 Clay Street Iowa Avenue Magnolia Avenue/BNSF Riverside Avenue Streeter Avenue Sunset Avenue I-215/Van Buren •46 at-grade crossings remain •18 (of 46)crossings identified as high priority –$955.3 million –estimated cost –$23.2 million in funding secured •(federal, state and local funding sources) Additional Funding Needed Keep on truckin’…. Questions? AGENDA ITEM 9 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: December 11, 2013 TO: Riverside County Transportation Commission FROM: Jennifer Harmon, Office and Board Services Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Election of Riverside County Transportation Commission Officers and Appointment of Executive Committee Members STAFF RECOMMENDATION: This item is for: 1)The Commission to conduct an election of officers for 2014 – Chair, Vice Chair, and Second Vice Chair; 2)The cities of Banning, Beaumont, Calimesa, Canyon Lake, Eastvale, Hemet, Jurupa Valley, Lake Elsinore, Menifee, Norco, Perris, San Jacinto, and Wildomar to appoint one representative to the Executive Committee; and 3)The Riverside County Board of Supervisors Commission members to appoint three representatives to the Executive Committee, if necessary. BACKGROUND INFORMATION: Election of Officers In accordance with the Administrative Code, the Commission must annually hold an election of officers at its first meeting in December. The changes will be effective on January 1 of the following year. The officers of the Commission shall consist of the Chair, Vice Chair, and Second Vice Chair. At its October 9, 2013 meeting, the Commission adopted an amendment to the Administrative Code to modify the officer rotation procedure. Rather than requiring the city and county members alternate every year in the officer positions, the new policy requires there be at least one Supervisor and one city councilmember among the three officer positions at all times. “The Chair, the Vice Chair, and the Second Vice Chair shall regularly alternate between regular members of the Commission representing a city and a regular member of the Commission who is a member of the Riverside County Board of Supervisors. At all times, at least one of three officer slots – Chair, Vice Chair, or Second Vice Chair – shall be held by a member of the Riverside County Board of Supervisors. During the time in which the Chair is a regular member of the Commission representing a city, either the Vice Chair or the Second Vice Chair, or both shall be a regular member of the Commission who is a Agenda Item 9 469 member of the Riverside County Board of Supervisors. During the time in which the Chair is a regular Commission member who is a member of the Riverside County Board of Supervisors, either the Vice Chair or the Second Vice Chair, or both shall be a regular member of the Commission representing a city in order to ensure the participation of both city and county representatives in leadership positions.” For 2013, Karen Spiegel served as Chair, Marion Ashley as Vice Chair, and Daryl Busch as Second Vice Chair. For 2014, the Second Vice Chair shall be a regular member of the Commission representing a city or the Riverside County Board of Supervisors. Executive Committee Appointments In accordance with the Administrative Code, appointees to the Executive Committee serve for a two-year term. Appointments were made to the Executive Committee at the December 2012 Commission meeting as follows: 1) Commissioners Rick Gibbs and Ron Roberts representing the cities of Corona, Moreno Valley, Murrieta, Riverside, and Temecula; 2) Commissioner Bob Botts representing the cities of Banning, Beaumont, Calimesa, Canyon Lake, Hemet, Jurupa Valley, Lake Elsinore, Menifee, Norco, Perris, San Jacinto, and Wildomar; and 3) Commissioner Terry Henderson representing the cities of Blythe, Cathedral City, Coachella, Desert Hot Springs, Indian Wells, Indio, La Quinta, Palm Desert, Palm Springs, and Rancho Mirage. The term will be for calendar years 2013 and 2014. Commissioner Botts resigned from the Banning City Council in November 2013. Per the Administrative Code, should a member of the Executive Committee resign or otherwise leave the Commission, the vacancy shall be filled. The new member shall serve the remainder of the unexpired term. Therefore, the cities of Banning, Beaumont, Calimesa, Canyon Lake, Hemet, Jurupa Valley, Lake Elsinore, Menifee, Norco, Perris, San Jacinto, and Wildomar must select a new representative to the Executive Committee to complete the two-year term. Additionally, should the Commission elect a regular member of the Commission representing a city as the Second Vice Chair, the Board of Supervisors members Commission will need to select three members to serve on the Executive Committee. Commission members will be given time to caucus prior to the election and appointments. Attachments: 1) List of Past Commission Chairs 2) Election Procedures Agenda Item 9 470 COMMISSION CHAIRS 2013 Karen Spiegel City of Corona 2012 John J. Benoit County of Riverside – District 4 2011 Greg Pettis City of Cathedral City 2010 Bob Buster County of Riverside – District 1 2009 Bob Magee City of Lake Elsinore 2008 Jeff Stone County of Riverside – District 3 2007 Terry Henderson City of La Quinta 2006 Marion Ashley County of Riverside – District 5 2005 Robin Lowe City of Hemet 2004 Roy Wilson County of Riverside – District 4 2003 Ron Roberts City of Temecula 2002 John Tavaglione County of Riverside – District 2 2001 Will Kleindienst City of Palm Springs 2000 Tom Mullen County of Riverside – District 5 1999 Jack van Haaster City of Murrieta 1998 Bob Buster County of Riverside – District 1 1997 Bob Buster County of Riverside – District 1 1996 Alex Clifford City of Riverside 1995 Alex Clifford City of Riverside 1994 Corky Larson County of Riverside – District 4 1993 Al Lopez City of Corona 1992 Al Lopez City of Corona 1991 Kay Ceniceros County of Riverside – District 3 1990 Kay Ceniceros County of Riverside – District 3 1989 Jack Clarke City of Riverside 1988 Don Baskett City of Hemet 1987 Melba Dunlap County of Riverside – District 2 1986 Jean Mansfield City of Riverside 1985 Susan Cornelison Public Member 471 1984 Susan Cornelison Public Member 1983 Roy Wilson City of Palm Desert 1982 Norton Younglove County of Riverside – District 5 1981 Jean Mansfield City of Riverside 1980 Donald Schroeder County of Riverside – District 2 1979 Donald Schroeder County of Riverside – District 2 1978 Russell Beirich City of Palm Springs 1977 Russell Beirich City of Palm Springs 472 ATTACHMENT 2 EXCERPT FROM THE RCTC ADMINISTRATIVE CODE ARTICLE III ADMINISTRATION A. IN GENERAL. The Officers of the Commission shall consist of the Chair, a Vice Chair, and a Second Vice Chair, all of whom shall be regular members of the Commission, an Executive Director, a General Counsel, Fiscal Officer, and other such officers as the Commission may deem necessary. B. ELECTION OF CHAIR, VICE CHAIR, AND SECOND VICE CHAIR. The Commission annually, at its first meeting in December, and at such other times as there may be a vacancy in either office, shall elect a Chair who shall preside at all meetings, a Vice Chair who shall preside in the absence of the Chair, and a Second Vice Chair who shall preside in the absence of the Chair and the Vice Chair. The Chair, the Vice Chair and the Second Vice Chair shall be elected by the Commission at its first meeting in December for a one-year term. The changes will be effective on January 1st. The election for each position is as follows: 1. At the start of the agenda item, Commission Board members may nominate one or more regular members to fill the positions of Chair, Vice Chair, and Second Vice Chair. Each nomination must be seconded in order to qualify that member for the election. Only those members nominated and seconded shall be shall be part of the selection process set forth below. 2. If no objections are made, the nominations will be closed when the Chair makes a formal announcement closing the nomination period. 3. If only one nomination is received for a position, the Chair shall call on the Commission’s Board of Director’s to approve the nomination. If more than fifty (50%) percent of the votes cast approve that nominee, the nominee shall be elected and the election for that position shall be consider complete. If the nominee fails to obtain more than fifty percent (50%) of votes cast by the Board, the process for electing a member to the desired position shall begin again from paragraph 1. 4. If two nominations are received for a position, the Chair shall call for the Commission’s Board of Director’s to cast votes for one of the nominees. Both nominees shall be voted on using a single written ballot. If one of the 198 473 ATTACHMENT 2 nominees receives more than fifty percent (50%) of the votes cast, that nominee shall be elected and the election for that position shall be considered complete. If the election fails to result in a nominee with more than fifty percent (50%) of the vote, the nominee with the most votes will be placed before the Commission’s Board of Directors for approval. The nominee must be approved by more than fifty percent (50%) of the votes cast by the Board in order to be elected to the desired position. If the nominee fails to obtain more than fifty percent (50%) of the Board’s vote, the process for electing a person to the desired position shall begin again from paragraph 1. 5. If there are more than two nominees, the following steps shall be followed in the order set forth below: (a) The Chair shall call for the Commission’s Board of Directors to cast votes for one of the nominees. All nominees shall be voted on using a single written ballot. If one nominee receives more than fifty percent (50%) of the votes cast that nominee shall be elected and the election for that position shall be considered complete. If the vote fails to result in a nominee receiving more than fifty percent (50%) of the votes cast, the two nominees with the most votes will be placed in a runoff election. (b) The winning nominee in the runoff election is selected if that nominee receives more than fifty percent (50%) of the votes cast. In that case, the election for that position shall be considered complete. (c) If the runoff election fails to result in a nominee with more than fifty percent (50%) of the vote, the nominee with the most votes will be placed before the Commission’s Board of Directors for approval. (d) If the nominee receives more than fifty percent (50%) of the votes cast, the nominee shall be elected and the election for that position shall be considered complete. (e) If the nominee placed before the Commission’s Board of Directors fails to obtain more than fifty percent (50%) of the votes cast, the process for electing a person to the desired position shall begin again from Paragraph 1, above (f) If there is a tie in any step in the election process and the next step of the process cannot proceed, then one or more tie-breaking 199 474 ATTACHMENT 2 votes will occur in which all members of the Commission’s Board of Directors present at the meeting will be allowed to vote again. The winning nominee must receive more than fifty percent (50%) of the votes cast to be elected. At any point the Commission may vote to suspend the vote until a subsequent meeting. If the Chair has been selected prior to the vote to suspend, the new Chair shall be seated when his or her term commences, but shall relinquish his or her seat as the Vice Chair if applicable. If the Chair and Vice Chair have been selected prior to the vote to suspend, the new Vice Chair shall also seated when his or her term commences, but shall relinquish his or he seat as second vice Chair, if applicable. The tally of all votes taken by written ballot hereunder shall be read aloud by the Clerk of the Board immediately following the vote. The written ballots shall be retained by the Clerk of the Board as part of the public record of the meeting. 200 475 TO: Riverside County Transportation Commission FROM: Jennifer Harmon, Office and Board Services Manager DATE: December 4, 2013 SUBJECT: Possible Conflicts of Interest – Riverside County Transportation Commission Agenda of December 11, 2013 The December 11, 2013 agenda of the Riverside County Transportation Commission includes items that may raise possible conflicts of interest. A Commissioner may not participate in any discussion or action concerning a contract or amendment if a campaign contribution of more than $250 is received in the past 12 months or 3 months following the conclusion from any entity or individual listed. Agenda Item No. 7K – Amendment to Transportation Uniform Mitigation Fee Regional Arterial Agreement for the Railroad Canyon Road at Interstate 15 Interchange Project in the City of Lake Elsinore Consultant(s) SC Engineering 16096 Chiwi Road Apple Valley, CA 92307 Reyes S. “Sal” Chavez, President