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Home My Public Portal About09 September 14, 2016 CommissionCOMM-COMM-00060 1.111 Mom River51de County TraRyoriation Cnrnlnission MEETING AGENDA TIME/DATE: 9:30 a.m. / Wednesday, September 14, 2016 LOCATION: BOARD ROOM County of Riverside Administrative Center 4080 Lemon Street, First Floor, Riverside drW, COMMISSIONERS eet Chair — Scott Matas Vice Chair — John F. Tavaglione Second Vice Chair — Dana Reed Kevin Jeffries, County of Riverside John F. Tavaglione, County of Riverside Chuck Washington, County of Riverside John J. Benoit, County of Riverside Marion Ashley, County of Riverside Deborah Franklin / Art Welch, City of Banning Lloyd White / Mike Lara, City of Beaumont Joseph DeConinck / Tim Wade, City of Blythe Ella Zanowic / Joyce McIntire, City of Calimesa Dawn Haggerty / Jordan Ehrenkranz, City of Canyon Lake Greg Pettis / Shelley Kaplan, City of Cathedral City Steven Hernandez / To Be Appointed, City of Coachella Karen Spiegel / Randy Fox, City of Corona Scott Matas / Russell Betts, City of Desert Hot Springs Adam Rush / Clint Lorimore, City of Eastvale Linda Krupa / Paul Raver, City of Hemet Dana Reed / Douglas Hanson, City of Indian Wells Michael Wilson / Glenn Miller, City of Indio Frank Johnston / Brian Berkson, City of Jurupa Valley Robert Radi / To Be Appointed, City of La Quinta Bob Magee / Natasha Johnson, City of Lake Elsinore Scott Mann / John Denver, City of Menifee Yxstian Gutierrez / Jesse Molina, City of Moreno Valley Rick Gibbs / Jonathan Ingram, City of Murrieta Berwin Hanna / Ted Hoffman, City of Norco Jan Harnik / Susan Marie Weber, City of Palm Desert Ginny Foat / Geoffrey Kors, City of Palm Springs Daryl Busch / Rita Rogers, City of Perris Ted Weill / To Be Appointed, City of Rancho Mirage Rusty Bailey / Andy Melendrez, City of Riverside Andrew Kotyuk / Crystal Ruiz, City of San Jacinto Michael S. Naggar / Michael McCracken, City of Temecula Ben Benoit / Timothy Walker, City of Wildomar John Bulinski, Director, Governor's Appointee Caltrans District 8 Comments are welcomed by the Commission. If you wish to provide comments to the Commission, please complete and submit a Speaker Card to the Clerk of the Board. Riverside County Transportation Commission TO: Riverside County Transportation Commission FROM: Jennifer Harmon, Clerk of the Board DATE: September 7, 2016 SUBJECT: Possible Conflicts of Interest — Riverside County Transportation Commission Agenda of September 14, 2016 The September 14, 2016 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. Aaenda Item No. 7N — Amendment to Transportation Uniform Mitigation Fee Regional Arterial Agreement for the Railroad Cannon Road at Interstate 15 Interchange Project in the City of Lake Elsinore Consultant(s): SC Engineering Reyes S. Chavez, President 16096 Chiwi Road Apple Valley, CA 92307 Agenda Item No. 70 — Agreement with Jacobs Project Management Company for Construction Management Services for the Construction of the Pachappa Underpass Project Consultant(s): Jacobs Project Management Co. Peter Magallanes, Vice President 3257 E. Gausti Road, Suite 120 Ontario, CA 91761 Aaenda Item No. 7P — List of Pre -Qualified Firms and Agreements for On -Call Geotechnical Investigation —Laboratory and Field Testing of Materials Services Consultant(s): Converse Consultants Hashmi Quazi, Principal -in -Charge 10391 Corporate Drive Redlands, CA 92374 RCTC Potential Conflicts of Interest September 7, 2016 Page 2 Leighton Consulting, Inc. Thomas Benson, Jr., President & CEO 17781 Cowan Irvine, CA 92614 Ninyo & Moore Geotechnical & Environmental Sciences Consultants Kurt Yoshii, Principal Engineer 11650 Mission Park Drive, Suite 101 Rancho Cucamonga, CA 91730 Agenda Item No. 7Q — Agreement for Security Guard Services at Commission -Owned Commuter Rail Stations and Control Center Consultant(s): Allied Universal Security Services Roger Langner, Vice President 2900 Adams Street, Suite C-10A Riverside, CA 92504 Agenda Item No. 7R — Agreements for Freeway Service Patrol Tow Truck Services Consultant(s): Pepe's Towing Service, Inc. Manny Acosta, Treasurer 2000 W. Key Street Colton, CA 92324 E & S Towing Enterprises, Inc., DBA Steve's Towing Miguel Leyva, President 5527 28th Street Riverside, CA 92509 Agenda Item No. 8 — Termination of Swap and Refunding of 2009 Series A Sales Tax Revenue Bonds Consultant(s): Fieldman, Rolapp & Associates, Inc. Anna V. Sarabian, Principal Daniel L. Wiles, Principal & General Counsel 19900 MacArthur Blvd., Suite 1100 Irvine, CA 92612 Norton Rose Fulbright US LLP Victor Hsu, Partner 555 S. Flower Street, 41st Floor Los Angeles, CA 90071 Orrick, Herrington & Sutcliffe LLP Mary A. Collins, Partner 405 Howard Street San Francisco, CA 94105 Tara Byerly From: Tara Byerly Sent: Thursday, September 08, 2016 8:59 AM To: Tara Byerly Cc: Jennifer Harmon Subject: RCTC: September Commission Agenda - 09.14.2016 Importance: High Good morning Commissioners: The September Agenda for the Commission meeting scheduled for Wednesday, September 14, 2016 @ 9:30 a.m. is available. Please copy the link: http://www.rctc.org/uploads/media items/september-14-2016.original.pdf rl Conflict of Conflict of Interest Form.pdf Interest Memo,p,.. Also, attached for your review and information is the conflict of interest memo and form. Please let me know if you have any questions. Thank you. Respectfully, Zara S. (Byerfy Deputy Clerk of the Board Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor Riverside, CA 92501 (951) 787-7141 1 Tara Byerly From: Tara Byerly Sent: Thursday, September 08, 2016 9:06 AM To: Tara Byerly Subject: RCTC: September Commission Agenda - 09.14.2016 Importance: High Good morning Commission Alternate: The September Agenda for the Commission meeting scheduled for Wednesday, September 14, 2016 @ 9:30 a.m. is available. Please copy the link: http://www.rctc.org/uploads/media items/september-14-2016.original.pdf Respectfully, Tara S. yerCy Deputy Clerk of the Board Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor Riverside, CA 92501 (951) 787-7141 1 RIVERSIDE COUNTY TRANSPORTATION COMMISSION www.rctc.org AGENDA* *Actions may be taken on any item listed on the agenda 9:30 a.m. Wednesday, September 14, 2016 BOARD ROOM County of Riverside Administrative Center 4080 Lemon Street, First Floor, Riverside, 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, Government Code Section 54954.2, and the Federal Transit Administration Title VI, please contact the Clerk of the Board at (951) 787-7141 if special assistance is needed to participate in a Commission meeting, including accessibility and translation services. Assistance is provided free of charge. Notification of at least 48 hours prior to the meeting time will assist staff in assuring reasonable arrangements can be made to provide assistance at the meeting. 1. CALL TO ORDER 2. 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 — JUNE 8 AND JULY 13, 2016 Riverside County Transportation Commission Agenda September 14, 2016 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. QUARTERLY FINANCIAL STATEMENTS Page 1 Overview This item is for the Commission to receive and file the Quarterly Financial Statements for the period ended June 30, 2016. 7B. SINGLE SIGNATURE AUTHORITY REPORT Overview This item is for the Commission to receive and file the Single Signature Authority report for the fourth quarter ended June 30, 2016. 7C. QUARTERLY SALES TAX ANALYSIS Overview This item is for the Commission to receive and file the sales tax analysis for Quarter 1, 2016 (1Q 2016). 7D. QUARTERLY INVESTMENT REPORT Overview This item is for the Commission to receive and file the Quarterly Investment Report for the quarter ended June 30, 2016. Page 8 Page 11 Page 20 Riverside County Transportation Commission Agenda September 14, 2016 Page 3 7E. FISCAL YEAR 2014/15 TRANSPORTATION DEVELOPMENT ACT AND MEASURE A AUDIT RESULTS Overview This item is for the Commission to receive and file the Transportation Development Act (TDA) and Measure A audit results report for Fiscal Year 2014/15. Page 82 7F. TOLL FACILITY AGREEMENT WITH CALTRANS FOR INTERSTATE 15 EXPRESS LANES IN RIVERSIDE COUNTY Overview This item is for the Commission to: Page 90 1) Approve Agreement No. 17-31-002-00 with Caltrans for Interstate 15 Express Lanes in Riverside County allowing the Commission to operate toll lanes for 50 years; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; and 3) Authorize the Executive Director, or designee, to authorize non -funding changes as may be required for the project. 7G. ESTABLISHING THE RCTC OPERATIONS CENTER FOR TOLL OPERATIONS Overview This item is for the Commission to: Page 131 1) Authorize staff to establish an integrated toll operations office — the RCTC Operations Center (ROC); 2) Authorize staff to pursue the purchase of an existing office building to serve as the ROC and return to the Commission with a purchase and sale agreement recommendation for future consideration; and 3) Authorize staff to pursue the lease of an existing office building to serve as the ROC should a purchase of an existing office building not be possible or advisable to meet the Commission's near -term requirements. Riverside County Transportation Commission Agenda September 14, 2016 Page 4 7H. REQUEST FOR ADDITIONAL FUNDS FOR THE CAJALCO ROAD WIDENING PROJECT Page 135 Overview This item is for the Commission to approve an additional $3 million of 2009 Measure A Western County New Corridors and/or federal Surface Transportation Program (STP) funds to cover costs associated with an expanded environmental document for the county of Riverside's (County) Cajalco Road widening project. 71. CITY OF TEMECULA REQUEST TO REPROGRAM FUNDING FROM INTERSTATE 15/FRENCH VALLEY PARKWAY PHASE 1 TO PHASE 2 Overview This item is for the Commission to: Page 139 1) Approve reprogramming the balance of Transportation Uniform Mitigation Fee (TUMF) Community Environmental Transportation Accountability Program (CETAP) funds for the Interstate 15/French Valley Parkway interchange improvement project from Phase 1 to Phase 2 in the amount of $1,472,509; 2) Approve Agreement No. 11-72-036-01, Amendment No. 1 to Agreement No. 11-72-036-00, with the city of Temecula (Temecula) for the I-15/French Valley Parkway interchange improvement Phase 1 project to reflect the decrease in funding of $1,472,509; 3) Approve Agreement No. 17-73-007-00 with Temecula for the I-15/French Valley Parkway interchange improvement Phase 2 project funding in an amount not to exceed $1,472,509; and 4) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements. 7J. CONSTRUCTION FUNDING REQUEST FOR INTERSTATE 215/SCOTT ROAD INTERCHANGE Overview This item is for the Commission to: Page 160 1) Approve $8 million in federal Surface Transportation Program (STP) funds for the Interstate 215/Scott Road interchange improvement project; and 2) Direct staff to amend the Federal Transportation Improvement Program (FTIP) and Regional Transportation Plan (RTP) to update the project description and funding for Phase I and Phase II improvements. Riverside County Transportation Commission Agenda September 14, 2016 Page 5 7K. 2016 EARMARK REPURPOSING OF FEDERAL FUNDS UPDATE Overview This item is for the Commission to: Page164 1) Receive and file a report on the status of the 2016 Earmark Repurposing of Federal Funds; and 2) Approve the replacement of the earmark balance for the State Route 60/Potrero Boulevard interchange with federal funds, in the amount of $1,439,840, at such time when the project is deemed by Caltrans to be ready to list. 7L. FISCAL YEAR 2016/17 ANNUAL LOCAL TRANSPORTATION FUND PLANNING ALLOCATIONS TO WESTERN RIVERSIDE COUNCIL OF GOVERNMENTS AND COACHELLA VALLEY ASSOCIATION OF GOVERNMENTS Page167 Overview This item is for the Commission to approve an allocation of Local Transportation Fund (LTF) planning funds in the amount of $701,250 for Western Riverside Council of Governments (WRCOG) and $382,500 for the Coachella Valley Association of Governments (CVAG) for efforts identified in each agency's Fiscal Year 2016/17 LTF Program Objectives/Work Plan (Work Plan) that supports transportation planning programs, and functions consistent with regional and subregional plans, programs and requirements. 7M. AMENDMENT TO AGREEMENT WITH JACOBS PROJECT MANAGEMENT CO. FOR CONSTRUCTION MANAGEMENT SERVICES FOR THE INTERSTATE 215 CENTRAL WIDENING PROJECT FROM SCOTT ROAD TO NUEVO ROAD IN THE CITY OF PERRIS Page 176 Overview This item is for the Commission to: 1) Approve Agreement No. 12-31-034-07, Amendment No. 7 to Agreement No. 12-31-034-00, with Jacobs Project Management Co. (Jacobs) to fund the cost of extended construction management, inspection, and testing services for the Interstate 215 Central widening project in the amount of $441,328, plus a contingency amount of $44,000, for an additional amount of $485,328, and a total amount not to exceed $14,690,339; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; 3) Authorize the Executive Director or designee to approve the use of the contingency amount as may be required for the project; Riverside County Transportation Commission Agenda September 14, 2016 Page 6 4) Approve reprogramming up to $500,000 of State Transportation Improvement Program (STIP) Regional Improvement Program (RIP) funds from construction capital to construction support; 5) Authorize the Executive Director, pursuant to legal counsel review, to execute Agreement No. 12-31-078-03, Amendment No. 3 to Agreement No. 12-31-078- 00, with Caltrans to transfer up to $500,000 of STIP-RIP funds from construction capital to construction support; and 6) Approve an increase of $250,000 in FY 2016/17 budget revenues and expenditures for construction management services related to the project. 7N. AMENDMENT TO TRANSPORTATION UNIFORM MITIGATION FEE REGIONAL ARTERIAL AGREEMENT FOR THE INTERSTATE 15/RAILROAD CANYON ROAD INTERCHANGE PROJECT IN THE CITY OF LAKE ELSINORE Page 185 Overview This item is for the Commission to: 1) Approve Agreement No. 10-72-016-05, Amendment No. 5 to Agreement No. 10-72-016-00, with the city of Lake Elsinore (Lake Elsinore) for the Interstate 15/Railroad Canyon Road interchange project to authorize an additional $350,000 in Transportation Uniform Mitigation Fee (TUMF) funds to complete project approval and environmental document (PA&ED) phase for a total PA&ED phase funding amount of $2,555,000; 2) Approve Agreement No. 11-31-107-05, Amendment No. 5 to Agreement No. 11-31-107-00, with SC Engineering to complete the PA&ED services associated with the project in the amount of $230,000, plus an additional contingency amount of $34,500 for an additional amount of $264,500, and a total amount not to exceed $1,494,509; 3) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements on behalf of the Commission; and 4) Authorize the Executive Director, or designee, to approve release of contingency work up to the total authorized amount as may be required for the project. Riverside County Transportation Commission Agenda September 14, 2016 Page 7 70. AGREEMENT WITH JACOBS PROJECT MANAGEMENT COMPANY FOR CONSTRUCTION MANAGEMENT SERVICES FOR THE CONSTRUCTION OF THE PACHAPPA UNDERPASS PROJECT Page196 Overview This item is for the Commission to: 1) Award Agreement No. 16-31-051-00 to Jacobs Project Management Company (Jacobs) to provide construction management (CM), materials testing, and construction surveying services for the Pachappa Underpass project, in the amount of $1,739,231, plus a contingency amount of $260,769, for a total amount not to exceed $2 million; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; and 3) Authorize the Executive Director, or designee, to approve contingency work as may be required for the project. 7P. LIST OF PRE -QUALIFIED FIRMS AND AGREEMENTS FOR ON -CALL GEOTECHNICAL INVESTIGATION — LABORATORY AND FIELD TESTING OF MATERIALS SERVICES Page 277 Overview This item is for the Commission to: 1) Award the following agreements to provide on -call geotechnical investigation — laboratory and field testing of materials services for a three-year term with two one-year options to extend the agreement, in an amount not to exceed an aggregate value of $500,000; a) Agreement No. 16-31-078-00 with Converse Consultants (Converse); b) Agreement No. 16-31-112-00 with Leighton Consulting Inc. (Leighton); and c) Agreement No. 16-31-113-00 with Ninyo & Moore Geotechnical and Environmental Sciences Consultants (Ninyo & Moore) 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements, including option years, on behalf of the Commission; and 3) Authorize the Executive Director, or designee, to execute task orders awarded to contractors under the terms of the agreements. Riverside County Transportation Commission Agenda September 14, 2016 Page 8 7Q. AGREEMENT FOR SECURITY GUARD SERVICES AT COMMISSION -OWNED COMMUTER RAIL STATIONS AND CONTROL CENTER Overview This item is for the Commission to: Page 327 1) Award Agreement No. 16-24-079-00 to Allied Universal Security Services (Allied Universal) for the provision of security services and leased golf carts at the Commission -owned commuter rail stations and control center for a three-year term, and two two-year options to extend the agreement, in an amount not to exceed $18,336,000; and 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement, including option years, on behalf of the Commission. 7R. AGREEMENTS FOR FREEWAY SERVICE PATROL TOW TRUCK SERVICES Overview This item is for the Commission to: Page 349 1) Award Agreement No. 16-45-082-00 to Pepe's Towing for Freeway Service Patrol (FSP) tow truck services on State Route 91 Beat No. 4 for a three-year term, and one two-year option to extend the agreement, in an amount not to exceed $1,330,000; 2) Award Agreement No. 16-45-083-00 to Pepe's Towing for FSP tow truck services on SR-60 Beat No. 7 for a three-year term, and one two-year option to extend the agreement, in an amount not to exceed $1,330,000; 3) Award Agreement No. 16-45-103-00 to Steve's Towing for FSP tow truck services on the Riverside 91 Express Lanes Beat No. 91-T for a three-year term, and one two-year option to extend the agreement, in an amount not to exceed $1,205,000; and 4) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements, including option years, on behalf of the Commission. 8. TERMINATION OF SWAP AND REFUNDING OF 2009 SERIES A SALES TAX REVENUE BONDS Page 380 Overview This item is for the Commission to: 1) Receive and file the presentation regarding the termination of the Deutsche Bank (DB) swap and related issuance of the 2016 Series A Sales Tax Revenue Refunding Bonds (2016 Refunding Bonds); Riverside County Transportation Commission Agenda September 14, 2016 Page 9 2) Approve the termination of the forward interest rate swap with DB in the currently outstanding notional amount of $63.9 million and at an estimated termination cost of $10.7 million; 3) Approve the refunding of the 2009 Series A Sales Tax Revenue Variable Rate Demand Bonds (2009 Bonds), currently outstanding in the amount of $63.9 million and integrated with the DB swap; 4) Adopt Resolution No. 16-015, "Resolution Authorizing the Issuance and Sale of Not to Exceed $85,000,000 Aggregate Principal Amount of Riverside County Transportation Commission Sales Tax Revenue Refunding Bonds (Limited Tax Bonds), the Refunding of Outstanding Bonds and Commercial Paper, the Execution and Delivery of a Sixth Supplemental Indenture, a Notice of Sale Pursuant to Which Such Bonds Are to Be Sold, an Official Statement and a Continuing Disclosure Agreement, the Publication of a Notice of Intention to Sell, and the Taking of All Other Actions Necessary in Connection Therewith"; 5) Approve the draft Official Statement for the issuance of not to exceed $85 million in 2016 Refunding Bonds and authorize the Executive Director to approve and execute the printing and distribution of the final Official Statement; 6) Approve the draft Continuing Disclosure Agreement related to the 2016 Refunding Bonds between the Riverside County Transportation Commission and Digital Assurance Certification, L.L.C., as dissemination agent, and authorize the Executive Director to approve and execute the final Continuing Disclosure Agreement; 7) Approve the draft Sixth Supplemental Indenture for the 2016 Refunding Bonds between the Riverside County Transportation Commission and U.S. Bank National Association (US Bank), as Trustee, and authorize the Executive Director to approve and execute the final Sixth Supplemental Indenture; 8) Approve the draft Official Notice of Sale for the 2016 Refunding Bonds and authorize the Chief Financial Officer to approve and execute the final Official Notice of Sale; 9) Authorize the Chief Financial Officer to receive bids for the 2016 Refunding Bonds and award such bonds to the highest responsible bidder resulting in the lowest true interest cost; 10) Approve the estimated costs of issuance of $375,000 to be paid from the bond proceeds; 11) Award Agreement No. 17-19-006-00 with Riverside Risk Advisors LLC (Riverside Risk) for specialized swap advisory services related to the termination of the DB swap through October 31, 2016, in the amount of $11,000, plus a contingency amount of $4,000, for a total amount not to exceed $15,000; 12) Approve Agreement No. 04-19-029-10, Amendment No. 10 to Agreement No. 04-19-029-00, with Fieldman Rolapp & Associates, Inc. (Fieldman) for financial advisory services related to the termination of the DB swap and issuance of the 2016 Refunding Bonds for an additional amount not to exceed $70,000; 13) Approve Agreement No. 05-19-510-11, Amendment No. 11 to Agreement No. 07-31-14-00, with Orrick, Herrington, & Sutcliffe LLP (Orrick) for bond counsel services related to the termination of the DB swap and issuance of the 2016 Refunding Bonds for an additional amount of $115,000 and a total amount not to exceed $1,975,000; Riverside County Transportation Commission Agenda September 14, 2016 Page 10 14) Approve Agreement No. 09-19-072-10, Amendment No. 10 to Agreement No. 09-19-072-00, with Norton Rose Fulbright US LLP (Norton Rose) for disclosure counsel services related to the termination of the DB swap and issuance of the 2016 Refunding Bonds for an additional amount of $57,500 and a total amount not to exceed $637,600; and 15) Approve the revised Debt Management Policy. 9. RIVERSIDE TRANSIT AGENCY DOWNTOWN RIVERSIDE PERRIS VALLEY LINE SHUTTLE Overview This item is for the Commission to: Page 445 1) In partnership with the Riverside Transit Agency (RTA), establish a new Downtown Riverside Perris Valley Line (PVL) shuttle service; 2) Approve an increase of $225,000, in the Fiscal Year 2016/17 budgeted federal revenues and transit operating expenditures for the PVL shuttle service; and 3) Amend the FY 2016/17 Commuter Rail Short Range Transit Plan to add $225,000 in federal funds and operating cost for the shuttle service. 10. STATE AND FEDERAL LEGISLATIVE UPDATE Overview This item is for the Commission to: 1) Receive and file an update on state and federal legislation; 2) Adopt the following bill positions: a) AB 626 (Chiu and Low) — Oppose; b) AB 1889 (Mullin) — Support; and 3) Oppose Proposition 53. 11. RECOGNITION OF THE COMMISSION'S 40TH ANNIVERSARY Overview This item is for the Commission to receive as an information item. 12. ITEM(S) PULLED FROM CONSENT CALENDAR AGENDA Page 448 Riverside County Transportation Commission Agenda September 14, 2016 Page 11 13. 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. 14. ADJOURNMENT The next meeting of the Commission is scheduled to be held on Wednesday, October 12, 2016, Board Room, First Floor, County Administrative Center, 4080 Lemon Street, Riverside. RIVERSIDE COUNTY TRANSPORTATION COMMISSION ROLL CALL SEPTEMBER 14, 2016 Present Absent County of Riverside, District I ❑ County of Riverside, District II County of Riverside, District III County of Riverside, District IV County of Riverside, District V City of Banning City of Beaumont City of Blythe City of Calimesa ❑ City of Canyon Lake City of Cathedral City City of Coachella City of Corona 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 Perris City of Rancho Mirage .2r City of Riverside City of San Jacinto City of Temecula /0 2r City of Wildomar Governor's Appointee, Caltrans District 8 ❑ ti 2 A .rr► . 3000 dIZ A110 133111S � 'ON 3NOHd 7—�.z13 I ?S _, - 3000 dIZ s0-979 AlIO 5 05 z',, ?s_,-9-4 3N0Hd df1011°J / NOLLVZINV�OE / A3N3OV 30 3WtlN :SS31iOCIV SS3NISn8 .,%Y�7-1I/ :ONIlN3S31id311 133111S =SS31i00V :IN311 VCIN3OV (VON301/ 3H1 NO 031SI1 SV) �O 103P8f1S :-ON W311 VCIN3DV :3INVN =S1N3WWO3 311811d :S1N31A1W03 mend dO 1a3P8f1 �I N33Ha :31.va allt/08 3H1 dO NE1310 3H1 Ol lIW8f1S ONV H3t/13a 3000 dIZ A110 1331i1S 'ON 3NOHd 3000 dIZ :SS31i001/ SS3NIS118 df10t1J / NOI1VZINV0110 / A3N3OV d0 3INVN 9 b'J5 =ONI1N3S31id31i A LI3 133a1S "ON 3NOHd �.\1) Nb9NJ1 _Wu r)S b14 : Sn D hf :SS31i00V =3WVN :W311 VCIN391/ 1110N301/ 3H1 NO 031S11 SV) 30 103f ans :"ON 1A1311 VON3DV :S1N3WW00 0118nd 4 :S1N3WW00 0118nd 30 103P8f1S 31 NO3H0 ) 0/d k 01:1d08 3H1 30 N1i310 3H1 0111W8f1s ONV H3V130 :31VCI HOUSING THE COST OF NOT HOUSING TUESDAY, OCTOBER 11, 2r 8:00 a.m. - 2:00 p.m. L.A. HOTEL 333 S. Figueroa St. Los Angeles, CA 90071 www.scag.ca.govlhousingsummit SOUTHERN CALIFORNIA ASSOCIATION Of GOVERNMENTS AGENDA ITEM 5 MINUTES RIVERSIDE COUNTY TRANSPORTATION COMMISSION MINUTES Wednesday, June 8, 2016 1. CALL TO ORDER The Riverside County Transportation Commission was called to order by Chair Scott Matas at 9:32 a.m. in the Board Room at the County of Riverside Administrative Center, 4080 Lemon Street, Riverside, California, 92501. 2. PLEDGE OF ALLEGIANCE Commissioner Dana Reed led the Commission in a flag salute. 3. ROLL CALL Commissioners/Alternates Present Commissioners Absent Marion Ashley Geoffrey Kors Rusty Bailey Andrew Kotyuk Ben Benoit Linda Krupa John J. Benoit Bob Magee Daryl Busch Scott Matas Joseph DeConinck Michael Naggar John Denver Stephen Pusey Deborah Franklin Robert Radi Rick Gibbs Dana Reed Dawn Haggerty Adam Rush Berwin Hanna Karen Spiegel Jan Harnik Ted Weill Steven Hernandez Lloyd White Kevin Jeffries Michael Wilson Frank Johnston Ella Zanowic Yxstian Gutierrez Greg Pettis John F. Tavaglione* Chuck Washington *Commissioner John Tavaglione assigned his proxy vote to Commissioner John Benoit. A letter was filed with the Clerk of the Board. 4. PUBLIC COMMENTS There were no requests to speak from the public. Riverside County Transportation Commission Minutes June 8, 2016 Page 2 5. APPROVAL OF MINUTES — MAY 11, 2016 M/S/C (Radi/Johnston) to approve the May 11, 2016 minutes as submitted. Abstain: Hanna and Kor 6. PUBLIC HEARING — PROPOSED BUDGET FOR FISCAL YEAR 2016/17 Chair Matas announced the continuation of the public hearing opened at the May 11 meeting. Michele Cisneros, Deputy Director of Finance, presented the proposed Budget for FY 2016/17 and discussed the following areas: • Budget adjustments and summary; • Funding sources and comparison; • Summary of uses; • Management services; • Regional programs; • Toll operations; • Capital project development and delivery expenditures/uses; • Capital projects and operations expenditures and highlights; • Functional uses breakdown; and • Measure A management services; and • Next steps. At this time, Chair Matas asked if there were any comments from the public. No comments were received. Chair Matas closed the public hearing. M/S/C (Gibbs/Spiegel) to: 1) Approve the salary schedule effective July 7, 2016, located in Appendix B of the proposed budget; and 2) Adopt the proposed Budget for FY 2016/17. Commissioner Reed commended staff for an excellent and thorough presentation, noting there were no questions from Commissioners. Anne Mayer concurred with Commissioner Reed's comment and expressed appreciation to Michele Cisneros, Theresia Trevino, and staff. Riverside County Transportation Commission Minutes June 8, 2016 Page 3 7. ADDITIONS / REVISIONS There were no additions or revisions to the agenda. 8. CONSENT CALENDAR Commissioner Karen Spiegel requested Agenda Item 8F, "Riverside 91 Express Lanes Ordinance for Enforcement of Toll Violations", and Agenda Item 81, "Resolution No. 16-011 Regarding the Interstate 15 Express Lanes Toll Policy Goals and Toll Policies", be pulled from the Consent Calendar for further discussion. M/S/C (Jeffries/Harnik) to approve the following Consent Calendar items. 8A. APPROPRIATIONS LIMIT FOR FISCAL YEAR 2016/17 Adopt Resolution No. 16-013, "Resolution of the Riverside County Transportation Commission Establishing the Annual Appropriations Limit", for Fiscal Year 2016/17. 88. QUARTERLY FINANCIAL STATEMENTS Receive and file the Quarterly Financial Statements for the period ended March 31, 2016. 8C. QUARTERLY INVESTMENT REPORT Receive and file the Quarterly Investment Report for the quarter ended March 31, 2016. 8D. QUARTERLY SALES TAX ANALYSIS Receive and file the sales tax analysis for Quarter 4, 2015 (4Q 2015). 8E. RATIFY EXPENDITURES FOR CONSTRUCTION ZONE ENHANCED ENFORCEMENT PROGRAM AND OTHER STATE FURNISHED MATERIALS FOR THE STATE ROUTE 91 CORRIDOR IMPROVEMENT PROJECT 1) Ratify the scope of state furnished materials (SFM) defined in the design -build cooperative Agreement No. 12-31-070-00, as amended, between the Commission and Caltrans for the State Route 91 Corridor Improvement Project (SR-91 CIP) to include Construction Zone Enhanced Riverside County Transportation Commission Minutes June 8, 2016 Page 4 Enforcement Program (COZEEP) and other SFM in the amount of $4.3 million, plus a contingency amount of $400,000, for a total amount not to exceed $4.7 million; and 2) Authorize the Executive Director or designee to approve the use of the contingency amount as may be required for the project. 8G. SECTION 214 FUNDING AGREEMENT WITH THE ARMY CORPS OF ENGINEERS FOR INTERSTATE 15 EXPRESS LANES PROJECT 1) Approve Agreement No. 16-31-096-00 between Riverside County Transportation Commission and U.S. Army Corps of Engineers Los Angeles District, for Section 214 funding agreement in the amount of $15,000, plus a contingency amount of $45,000, for a total amount not to exceed $60,000; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; and 3) Authorize the Executive Director or designee to approve the use of the contingency amount as may be required for the project. 8H. AGREEMENT WITH NOSSAMAN LLP FOR ON -CALL STRATEGIC PARTNERSHIP ADVISOR SERVICES 1) Approve Agreement No. 06-66-028-13, Amendment No. 10 to Agreement No. 06-66-028-00, with Nossaman LLP (Nossaman) for the on -call strategic partnership advisor services by extending the contract term to December 31, 2020, and augmenting the agreement in the amount of $5.7 million, plus a contingency amount of $300,000, for an additional amount of $6 million, and a total amount not to exceed $14,352,935; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; and 3) Authorize the Executive Director or designee to approve the use of the contingency amount as may be required for the project. 8J. INTERSTATE 15 EXPRESS LANES INVESTMENT GRADE TRAFFIC AND REVENUE STUDY Adopt the Interstate 15 Express Lanes Investment Grade Traffic and Revenue Study. Riverside County Transportation Commission Minutes June 8, 2016 Page 5 8K. RESOLUTION NO. 16-010 REGARDING THE 2016 TITLE VI PROGRAM REPORT UPDATE, INCLUDING THE PUBLIC PARTICIPATION PLAN AND LANGUAGE ASSISTANCE PLAN Adopt Resolution No. 16-010, "Resolution of the Riverside County Transportation Commission Regarding the 2016 Title VI Program Report Update, Including the Public Participation Plan and Language Assistance Plan", in compliance with Federal Transit Administration (FTA) requirements. 8L. CLINTON KEITH ROAD EXTENSION — MULTI FUNDING CALL FOR PROJECTS UTILIZATION OF PROJECT SAVINGS FOR PHASE III 1) Approve the request by the county of Riverside (County) to utilize $2,717,000 in project savings from the Clinton Keith Road Extension Phase II project (Phase II) for the Clinton Keith Road Extension Phase III project (Phase III); 2) Approve Agreement No. 14-72-099-01, Amendment No. 1 to Agreement No. 14-72-099-00 with the County to reprogram $2,717,000 from Phase II to Phase III and reduce 2009 Measure A Western County Regional Arterial (MARA) funding by $214,047; and 3) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission. 8M. SURPLUS OF REAL PROPERTY 1) Declare as surplus the eight real properties, comprised of 10 Assessor's Parcel Numbers (APN), adjacent to State Route 74, as described in this agenda item and attached maps; 2) Authorize the Executive Director to notify public agencies and contiguous land owners for seven of the properties, pursuant to Government Code 54220 et.seq, that the properties are available for purchase; and 3) If no response is received from public agencies and contiguous land owners, authorize the Executive Director to offer the surplus property for sale to the public. 8N. FISCAL YEARS 2016/17 — 2018/19 SHORT RANGE TRANSIT PLANS Approve the Fiscal Years 2016/17 — 2018/19 Short Range Transit Plans (SRTPs) for the cities of Banning, Beaumont, Corona, and Riverside; Palo Verde Valley Transit Agency (PVVTA); Riverside Transit Agency (RTA); SunLine Transit Agency (SunLine); and the Commission's Western Riverside County Rail Program and Coachella Valley Rail Program. Riverside County Transportation Commission Minutes June 8, 2016 Page 6 80. FUNDING AGREEMENT WITH THE CALIFORNIA HIGHWAY PATROL FOR FREEWAY SERVICE PATROL SUPERVISION 1) Approve Agreement No. 16-45-094-00 with the California Highway Patrol (CHP) to provide supervision and operation of the Freeway Service Patrol (FSP) program in Riverside County in an amount not to exceed $793,181; and 2) Authorize the Chair, or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission. 8P. AMENDMENT TO FREEWAY SERVICE PATROL AGREEMENT 1) Approve Agreement No. 11-45-053-05, Amendment No. 4 to Agreement No. 11-45-053-00, with Tri-City Towing, Inc. (Tri-City) to provide Freeway Service Patrol (FSP) services on Beat No. 7 for an additional amount of $60,000, and a total amount not to exceed $1,110,000; and 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission. 8Q. FISCAL YEAR 2016/17 MEASURE A COMMUTER ASSISTANCE BUSPOOL SUBSIDY FUNDING CONTINUATION REQUESTS 1) Authorize payment of $1,645/month maximum subsidy per buspool for the period July 1, 2016 to June 30, 2017, to the existing Riverside, Riverside II, and Mira Loma buspools; and 2) Require subsidy recipients to meet monthly buspool reporting requirements as supporting documentation to receive payments. 9. PROPOSED METROLINK BUDGET FOR FISCAL YEAR 2016/17 Anne Mayer expressed appreciation to Metrolink staff and Board Members for their years of support on the Perris Valley Line (PVL) project and most particularly SCRRA's Chief Executive Officer Art Leahy for his commitment to the safety and needs of the PVL customers. She then welcomed and introduced Art Leahy to discuss SCRRA's FY 2016/17 Budget. Art Leahy expressed appreciation for Ms. Mayer's comments and congratulated the Commission for the opening of the PVL. He then discussed the following areas regarding Metrolink: • Rebuild mode — confront, engage, and solve problems due to past issues with deferral, avoidance, and finances; Riverside County Transportation Commission Minutes June 8, 2016 Page 7 • Ridership for Southern California; • First in the nation to implement positive train control (PTC); • Acknowledgements from the Federal Railroad Administration and the National Transportation Safety Board for PTC; • Remote ticketing system; and • Tier 4 locomotive —cleanest diesel, first in the world. He then introduced Elissa Konove, SCRRA Deputy Chief Executive Officer, to present the FY 2016/17 SCRRA Budget. Elissa Konove presented the SCRRA Budget for FY 2016/17, highlighting the following areas: • FY 2016/17 SCRRA Budget Priorities; • Revenue allocation by member agency; • Increase drivers for FY 2016/17 expense budget to adequately fund the materials and equipment; • Expense allocation and subsidy by member agency; • FY 2016/17 rehabilitation and new capital budget; and • Timeline — Next steps. Anne Mayer expressed appreciation for the presentation and stated the information regarding the significant investment and expenditures for PVL are included in the Commission's FY 2016/17 Budget. Also, staff wanted to ensure Commissioners understood some of the specifics of Metrolink's focal points for next year. At this time, Ms. Konove introduced SCRRA's new Chief Financial Officer Ronnie Campbell. M/S/C (Naggar/B. Benoit) to: 1) Adopt the Fiscal Year 2016/17 Southern California Regional Rail Authority (SCRRA) operating and capital budget, which results in a total operating and capital subsidy of $19,233,000 from the Commission; 2) Support an amendment to the FY 2016/17 SCRRA operating and capital budget in an amount not to exceed $6 million for the expansion of the Riverside Downtown Layover Facility and additional track improvements on the corridor; and 3) Receive and file a report on the Commission's portion of the FY 2016/17 SCRRA operating and capital budget. Riverside County Transportation Commission Minutes June 8, 2016 Page 8 10. STATE LEGISLATIVE UPDATE Aaron Hake, Government Relations Manager, presented an update on state legislative activities, highlighting the following areas: • Appropriations Committee suspense results: o AB 1780 (Medina) — Held; o AB 2014 (Melendez) — Held; o AB 2170 (Frazier) — Pass; o AB 1742 (Nazarian) Held; and • May Revise — Governor's transportation funding proposal remains in budget and new proposal and trailer bill language on federal freight funding for California. In response to Commissioner Dawn Haggerty's question about the progress on the geographic equity for distribution of funds between northern and southern California, Aaron Hake replied it is a concern staff is constantly following. He stated there is the 60/40 split of STIP funds between north and south. Mr. Hake noted it is not always north and south, occasionally it is inland and coastal. At this point, there is little to report until the funding proposal details are released. Commissioner Jan Harnik discussed Southern California Association of Governments (SCAG) significant concerns regarding cap -and -trade funding. Commissioner John Benoit discussed the issues with cap -and -trade grant eligibility. Aaron Hake discussed the potential causes of issues with business purchase credits. In response to Anne Mayer's clarification about the Trade Corridor Infrastructure Fund (TCIF) split and how much will come to California from the federal freight program, Aaron Hake replied about $100 million per year. Anne Mayer discussed staff's concerns with the Administration's proposed trailer bill, specifically the proposed 50/50 split. She stated SCAG's Executive Director Hasan Ikhrata is championing an effort to ensure this region receives its fare share for funding. Ms. Mayer explained all of the work being undertaken in Sacramento to advocate for this region is being done in conjunction with the Commission's partners throughout the region as well as the Self -Help Counties Coalition, and Mobility 21. Staff will update the Commission as details are received. At this time Commissioner Naggar left the meeting. M/S/C (Kotyuk/Spiegel) to receive and file an update on state legislation. Riverside County Transportation Commission Minutes June 8, 2016 Page 9 11. ITEM(S) PULLED FROM CONSENT CALENDAR FOR DISCUSSION At this time, Commissioner Marion Ashley left the meeting. 8F. RIVERSIDE 91 EXPRESS LANES ORDINANCE FOR ENFORCEMENT OF TOLL VIOLATIONS In response to Commissioner Spiegel's question if the Commission's ordinance for the toll violations is consistent with Orange County, Jennifer Crosson replied the Commission adopted policies that are in line with the current Orange County Transportation Authority (OCTA) ordinance. In response to Commissioner Spiegel's clarification the Commission's ordinance for the Interstate 15 Express Lanes project will be similiar, Jennifer Crosson concurred. At Commissioner Spiegel's request to explain how these corridors are in line with Los Angeles and San Diego corridors, Ms. Crosson described the two -notice violation process. M/S/C (J. Benoit/Busch) to: 1) Approve the introduction of and introduce Ordinance No. 16-001, "An Ordinance of the Riverside County Transportation Commission Establishing Ordinance No. 16-001 Relating to the Administration of Tolls and the Enforcement of Toll Violations for the Riverside 91 Express Lanes"; and 2) Approve the toll evasion penalties for a violation of Ordinance No. 16-001 in the amounts identified in Schedule A of Ordinance No. 16-001. 81. RESOLUTION NO. 16-011 REGARDING THE INTERSTATE 15 EXPRESS LANES TOLL POLICY GOALS AND TOLL POLICIES At this time, Commissioner Ashley rejoined the meeting. At Commissioner Spiegel's request, Jennifer Crosson discussed the similarities and difference between the two tolled facilities, including goals, policies, pricing structure, and the number of ingresses and egresses. M/S/C (B. Benoit/Spiegel) to adopt Resolution No. 16-011, "Resolution of the Riverside County Transportation Commission Regarding Interstate 15 Express Lanes Toll Policy Goals and Toll Policies". Riverside County Transportation Commission Minutes June 8, 2016 Page 10 At this time, Commissioner Naggar rejoined the meeting. 12. COMMISSIONERS/EXECUTIVE DIRECTOR'S REPORT 12A. Commissioner Lloyd White discussed the financial situation concerning the city of Beaumont. He expressed his desire for the city to repair the city's reputation and rebuild trust with their neighbors and the entire region. Commissioner J. Benoit commended Commissioner White for discussing this matter as it is a difficult statement to make and looks forward to the future for the city of Beaumont. 12B. Commissioner Naggar requested a County I.D. badge to gain access to the County of Riverside Administrative Center without being searched upon each entry. Anne Mayer replied staff will work with the county to obtain I.D. badges for the Commissioners. 12C. Anne Mayer announced: • The 91/Perris Valley Line Metrolink service commenced on Monday, June 6, with a special event on June 1 to introduce the PVL to the public; • The rating agencies trip to New York on June 6 and 7, providing the rating agencies with updated information on the Commission's sales tax program as well as the status of 91 Project; and • The retirement of Goods Movement Manager Tanya Love. She expressed the Commission will notice her absence and wish her all the best in her retirement and thanked her for all of her years of service to the Commission and the public. 12D. In response to Commissioner Haggerty's question regarding first and last mile for the PVL, Anne Mayer replied each of the Commission's commuter rail stations have coordinated links including Riverside Transit Agency buses for local trips, Commuter Link Express buses for longer commutes, and a UCR shuttle between the stations and the campus. Staff is also working with the city of Riverside to implement a bike share program. Steve DeBaun, legal counsel, pulled Agenda Item No. 13B from the Closed Session agenda. Riverside County Transportation Commission Minutes June 8, 2016 Page 11 13A. CONFERENCE WITH REAL PROPERTY NEGOTIATORS Pursuant to Government Code Section 54956.8 Agency Negotiator: Executive Director or Designee Property Owner(s): See Below Item APN(s) RCPN Property Owner(s) 1 305-020-019 1001 State of California Dept. of Transportation 2 305-020-030 1002 Ritchie Brothers Prop Inc. 3 305-050-006 1003 Thuy, Uyen Ngo 4 305-050-029 1005 Franco, Alejandro & Maria G. 5 305-050-035 1006 Cepeda, Marisa 6 305-050-036 1007 Frewing, David W. & Janet L., et.al. 7 305-050-049 1008 State of California Dept. of Transportation 8 305-050-051 1009 Barker Family Trust 9 305-050-055 1010 Barker Family Trust 10 305-050-057 1011 State of California Dept. of Transportation 11 305-060-010 1012 Kim, Chang Z. & Young H., Grant S. 12 305-060-021 1015 Thompson, Victor C. 13 305-060-023 1016 Thompson, Victor C. 14 305-060-025 1017 Thompson, Victor C. 15 305-060-030 1018 State of California Dept. of Transportation 16 305-060-035 1019 Coudures Family Ltd. Partnership 17 305-090-040 1020 Buchko, William S. & John C. 18 305-090-045 1021 Beckner, Mary 19 305-090-046 1022 State of California Dept. of Transportation 20 305-090-055 1023 Coudures Family Ltd. Partnership 21 317-230-034 1024 Ritchie Brothers Prop Inc. 22 317-240-032 1025 Oakmont Perris Harvil Street 23 317-240-034 1026 State of California Dept. of Transportation 24 317-260-029 1027 State of California Dept. of Transportation 25 317-260-030 1028 CLA VAL Co. 26 305-080-088 1029 Bacon, Melton L. & Katherine L. Trust 27 305-080-092 1030 Coreslab Structure, Inc. 28 305-070-003 1031 Coudures Family Ltd. Partnership 29 305-040-017 1032 Pacific Continental Modular Enterprises 30 305-040-036 1033 City of Perris 31 305-040-043 1034 Pacific Continental Modular Enterprises 32 305-040-047 1035 Pacific Continental Modular Enterprises 33 305-040-049 1036 Pacific Continental Modular Enterprises 34 305-040-051 1037 Pacific Continental Modular Enterprises 35 305-040-053 1038 Pacific Continental Modular Enterprises 36 300-020-001 1039 T A INV Riverside County Transportation Commission Minutes June 8, 2016 Page 12 Item APN(s) RCPN Property Owner(s) 37 300-020-007 1040 Cal Walnut Street Real Estate 38 300-020-008 1041 Cal Walnut Street Real Estate 39 300-020-013 1042 Jackson, Robin Z. 40 300-020-014 1043 Leon, Luis & Rosilda 41 300-020-021 1044 Santos, Victor 42 300-020-022 1045 Hall, Richard & Grajales, Myriam 43 300-020-023 1046 Scarpino, Vincent M. & Valerie Jean 44 300-020-024 1047 Torres, Sabina & Avalos, Maria G. 45 300-090-001 1048 Larkins, George J. & Jean Trust 46 300-090-002 1049 Riverside County Flood Control District 47 300-090-007 1050 Perris Land Co. 48 300-090-008 1051 Riverside County Flood Control District 49 300-170-003 1052 Wang, Ching Fu & Hsiao, Hsiang Fen 50 300-170-005 1053 Wang, Tung Hsun & Ying Lang 51 300-170-011 1054 Lennox, Robert C. & Sandra M. 52 300-170-012 1055 Peterson Dev 53 300-170-013 1056 Peterson Dev 54 300-170-014 1057 Peterson Dev 55 300-210-018 1058 Stagliano, Vincert J. & Peggy S. Trust 56 300-210-019 1059 Stagliano, Vincert J. & Peggy S. Trust 57 300-210-020 1060 Smith, Alice Elaine 58 300-210-021 1061 Stevenson, Douglas E. & Becky Leigh 59 300-210-022 1062 Wang, Di 60 307-050-008 1063 McCanna Hills 61 307-070-004 1064 Ranch Haven; Golden Hill Country 62 307-080-008 1065 Ranch Haven; Golden Hill Country 63 307-090-001 1066 Ranch Haven; Golden Hill Country 64 307-410-001 1067 McCanna Hills 65 307-410-002 1068 McCanna Hills 66 300-020-002 1069 Lopez, Francisco & Eva Trust 67 308-130-008 1081 Lauda, Frank S., & Pagliuso, Sandra D. 68 308-130-005 1082 Lauda, Frank S., & Pagliuso, Sandra D. 69 308-140-006 1083 Lauda, Frank S., & Pagliuso, Sandra D. 70 430-120-012 1070 Spyksma, John A. & Yanita J. 71 553-220-023 1071 McAlister Investments, Inc. 72 422-170-001 1072 Shook, Loretta & Greer, Joetta 73 422-220-002 1073 Shook, Loretta & Greer, Joetta 74 422-240-014 1074 R B Ventures 75 422-240-015 1075 R B Ventures 76 423-190-004 1076 R B Ventures Riverside County Transportation Commission Minutes June 8, 2016 Page 13 Item APN(s) RCPN Property Owner(s) 77 423-100-016 1077 Ahome Real Estate 78 422-030-007 422-030-008 1078 Professors Highlanderson Properties Partners, GP. 79 422-040-012 1079 Raceway Properties, GP. 80 422-050-028 422-050-032 1080 Riverside County Regional Park and Open Space District There were no announcements from the Closed Session items. 14. ADJOURNMENT There being no further business for consideration by the Riverside County Transportation Commission, Chair Matas adjourned the meeting at 10:52 a.m. The next Commission meeting is scheduled to be held at 9:30 a.m., Wednesday, July 13, 2016, Board Chambers, First Floor, County Administrative Center, 4080 Lemon Street, Riverside. Respectfully submitted, 0Q-xv"-q-&._ WIJI-X 0i--- Jennifer Harmon Clerk of the Board RIVERSIDE COUNTY TRANSPORTATION COMMISSION MINUTES Wednesday, July 13, 2016 1. CALL TO ORDER The Riverside County Transportation Commission was called to order by Second Vice Chair Dana Reed at 9:34 a.m. in the Board Room at the County of Riverside Administrative Center, 4080 Lemon Street, First Floor, Riverside, California, 92501. 2. PLEDGE OF ALLEGIANCE Commissioner Kevin Jeffries led the Commission in a flag salute. 3. ROLL CALL Commissioners/Alternates Present Marion Ashley John J. Benoit John Bulinski Daryl Busch Joseph DeConinck Deborah Franklin Rick Gibbs* Yxstian Gutierrez Dawn Haggerty Jan Harnik* Steven Hernandez Ted Hoffman Kevin Jeffries Frank Johnston Andrew Kotyuk Linda Krupa Bob Magee Michael Naggar Robert Radi Dana Reed Adam Rush Karen Spiegel Chuck Washington* Ted Weill Lloyd White Ella Zanowic *Arrived after the meeting was called to order 4. PUBLIC COMMENTS There were no requests to speak from the public. Commissioners Absent Rusty Bailey Ben Benoit Ginny Foat Scott Mann Scott Matas Greg Pettis John F. Tavaglione Michael Wilson Riverside County Transportation Commission Minutes July 13, 2016 Page 2 5. APPROVAL OF MINUTES — JUNE 8, 2016 Per staff's request, the minutes of the June 8 Commission meeting was pulled from the agenda for a minor revision and will be submitted for approval at the next Commission meeting. 6. PUBLIC HEARING — PUBLIC HEARING — RIVERSIDE COUNTY TRANSIT SERVICES FUNDING ALLOCATION FOR FISCAL YEAR 2016/17 Second Vice Chair Reed opened the public hearing. Fina Clemente, Transit Manager, presented the FY 2016/17 funding allocation for Riverside County transit services, highlighting the following areas: • Short Range Transit Plans (SRTP) for FY 2016/17 — FY 2018/19; • Riverside County FY 2016/17 transit funding request; • FY 2016/17 vs. FY 2015/16 operating and capital costs; • FY 2016/17 transit financial plan by revenue source; and • FY 2016/17 transit revenue outlook: Local Transportation Fund (LTF), Measure A, Section 5307, and State Transit Assistance Fund (STA) funds. At this time, Second Vice Chair Reed asked if there were any comments from the public. No comments were received. Second Vice Chair Reed closed the public hearing. M/S/C (Weill/Johnston) to: 1) Approve the Fiscal Year 2016/17 Federal Transit Administration's (FTA) Section 5307 and 5311 POP for Riverside County; 2) Approve the FY 2016/17 Local Transportation Fund (LTF) and State Transit Assistance (STA) fund allocations for transit; 3) Direct staff to add projects into the Federal Transportation Improvement Program (FTIP); and 4) Adopt Resolution No. 16-014, "Resolution of the Riverside County Transportation Commission to Allocate State Transit Assistance Funds". 7. ADDITIONS / REVISIONS Steve DeBaun, legal counsel, noted Case Nos. RIC 1511130 and RIC 1602030 are pulled from Agenda Item No. 13, "Closed Session". Noting Agenda Item No. 5 was pulled from the agenda, there were no further additions or revision. Riverside County Transportation Commission Minutes July 13, 2016 Page 3 8. CONSENT CALENDAR M/S/C (Gibbs/Rush) to approve the following Consent Calendar items. 8A. FISCAL YEAR 2016/17 SALARY SCHEDULE Adopt the revised Fiscal Year 2016/17 Salary Schedule. 8B. ADOPTION OF RESOLUTION CERTIFYING THE INTERSTATE 15 EXPRESS LANES PROJECT INITIAL STUDY/MITIGATED NEGATIVE DECLARATION AND APPROVAL OF THE INTERSTATE 15 EXPRESS LANES PROJECT 1) Adopt Resolution No. 06-012, "Resolution of the Riverside County Transportation Commission Considering a Mitigated Negative Declaration for the Interstate 15 Express Lanes Project, Making Responsible Agency Findings, Adopting a Mitigation Monitoring and Reporting Program, and Approving the Interstate 15 Express Lanes Project"; and 2) Approve the 1-15 Express Lanes project in accordance with the California Environmental Quality Act (CEQA). 8C. REQUEST FOR PROPOSAL TO DESIGN AND CONSTRUCT THE INTERSTATE 15 EXPRESS LANES PROJECT THROUGH A DESIGN -BUILD CONTRACT 1) Authorize staff, subject to approval by the California Department of Transportation (Caltrans) and the Federal Highway Administration (FHWA), to issue Request for Proposal (RFP) No. 16-31-057-00 and future addenda to design and construct the Interstate 15 Express Lanes project through a design -build (DB) contract; 2) Approve the selection criteria for the selection of the apparent best value (ABV) proposer; 3) Authorize the Executive Director to select the top -ranked ABV proposer for DB services, based on the criteria identified in the RFP and any addenda, and to conduct subsequent limited negotiations; and 4) Authorize the Executive Director to pay, to the shortlisted DB proposers that meet the RFP criteria, a stipend of $275,000 per proposer or a total amount not to exceed $825,000 for all shortlisted proposers after Commission award of the DB contract. 8D. 2016 STATE ROUTE 91 IMPLEMENTATION PLAN Receive and file the 2016 State Route 91 Implementation Plan. Riverside County Transportation Commission Minutes July 13, 2016 Page 4 8E. AGREEMENT NO. 16-31-102-00 WITH COUNTY OF RIVERSIDE TO FUND A PROJECT STUDY REPORT EQUIVALENT DOCUMENT FOR THE ETHANAC ROAD/STATE ROUTE 74/NICHOLS ROAD CORRIDOR 1) Approve Agreement No. 16-31-102-00 with the county of Riverside (County) for $2 million of 2009 Measure A Western County New Corridors program funds for the preparation of a project study report equivalent (PSRE) document for the Ethanac Road/State Route 74/Nichols Road corridor, for which the County will serve as lead agency; 2) Authorize the Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; and 3) Approve an increase of $1 million in the Fiscal Year 2016/17 budgeted expenditures for preliminary engineering. 8F. FISCAL YEARS 2017-21 MEASURE A FIVE-YEAR CAPITAL IMPROVEMENT PLANS FOR LOCAL STREETS AND ROADS Approve the Fiscal Years 2017-21 Measure A Five -Year Capital Improvement Plans (CIPs) for Local Streets and Roads (LSR) as submitted. 8G. MEMORANDUM OF UNDERSTANDING WITH THE CITY OF BLYTHE FOR TRADING 2012 AND 2014 STATE TRANSPORTATION IMPROVEMENT PROGRAM FUNDS FOR 2009 MEASURE A WESTERN RIVERSIDE COUNTY HIGHWAY FUNDS 1) Approve Memorandum of Understanding (MOU) No. 07-71-028-01, Amendment No. 1 to MOU No. 07-71-028-00, with the city of Blythe (Blythe) to trade Palo Verde Valley 2012 and 2014 State Transportation Improvement Program (STIP) funds with 2009 Measure A Western Riverside County Highway funds in the amount of $1,106,410; 2) Authorize the Executive Director, pursuant to legal counsel review, to execute the MOU on behalf of the Commission; and 3) Approve an increase of $1,106,410 in the Fiscal Year 2016/17 budgeted expenditures for construction. 8H. STATE ROUTE 71/91 INTERCHANGE — CITY OF CORONA UTILITY AGREEMENT 1) Approve Agreement No. 16-31-070-00 with the city of Corona (Corona) for the relocation of a water line in the revised amount of $588,825, plus a revised contingency amount of $150,207, for a revised total amount not to exceed $736,032; Riverside County Transportation Commission Minutes July 13, 2016 Page 5 2) Authorize the Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; and 3) Approve an increase of $523,300 in Fiscal Year 2016/17 budgeted federal revenues and right of way expenditures for utility relocation costs. 81. ANNUAL FUNDING MEMORANDUMS OF UNDERSTANDING WITH SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY 1) Approve Memorandum of Understanding (MOU) No. 16-25-106-00 with the Southern California Regional Rail Authority (SCRRA) for the Commission's funding commitment related to the Fiscal Year 2016/17 SCRRA budget for a total amount not to exceed $19,524,000; 2) Approve MOU No. 16-25-107-00 with SCRRA for reimbursement of security guard services at Riverside County layover facilities for a three- year term, and two one-year options to extend the agreement, for a total amount not to exceed $250,000 for FY 2016/17; 3) Authorize the Executive Director, pursuant to legal counsel review, to approve the final form and execute the MOUs; and 4) Authorize the Executive Director to approve and execute amendments to MOU No. 16-25-107-00 related to revised compensation amounts in subsequent years. 8J. AMENDMENT FOR ON -CALL RAIL OPERATIONS SUPPORT SERVICES 1) Approve an increase of $2 million for the following agreements for the continued support of on -call rail operations services for a revised amount not to exceed an aggregate value of $4 million and amendments to extend the agreements for an additional two-year term; a) Agreement No. 12-25-022-03, Amendment No. 3 to Agreement No. 12-25-022-00, with HDR Engineering, Inc.(HDR); b) Agreement No. 12-25-035-04, Amendment No. 4 to Agreement No. 12-25-035-00, with Parsons Brinckerhoff, Inc. (Parsons Brinckerhoff); and c) Agreement No. 12-25-036-04, Amendment No. 4 to Agreement No. 12-25-036-00, with STV Incorporated (STV); 2) Authorize the Executive Director, or designee, to execute task orders awarded to the consultants under the terms of the agreements; and 3) 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 July 13, 2016 Page 6 8K. AMENDMENT FOR ON -CALL STATION REPAIR AND MAINTENANCE Approve an increase of $850,000 for the following agreements for continued support of on -call station repair and maintenance services for a total amount not to exceed an aggregate value of $2.1 million: a) Agreement No. 12-24-085-00 with Process Cellular Inc. (ProCell); and b) Agreement No. 12-24-116-00 with Braughton Construction Co Inc. (Braughton). 8L. RIVERSIDE COUNTY PUBLIC TRANSPORTATION — ANNUAL COUNTYWIDE PERFORMANCE REPORT FOR FISCAL YEAR 2014/15 Receive and file the Riverside County Public Transportation — Annual Countywide Performance Report (Countywide Report) for Fiscal Year 2014/15. 8M. STATE AND FEDERAL LEGISLATION UPDATE 1) Receive and file an update on state and federal legislation; and 2) Adopt the following bill position — AB 2452 (Gatto) — Oppose. 9. STATUS OF INTEREST RATE SWAPS INTEGRATED WITH 2O09 VARIABLE RATE DEMAND BONDS Theresia Trevino, Chief Financial Officer, presented the status of the interest rate swaps and variable rate debt, highlighting the following areas: • Early Measure A activities of the financing program; • 2006 interest rate swap considerations; • 2009 issuance of variable rate debt; • 2009 — 2016 synthetic fixed interest rate debt; • Integrated swap performance; • June -July 2016 swap status and swap options; and • Next steps. Second Vice Chair Reed expressed this item was presented to the Budget and Implementation Committee at length and it was unanimously recommended for the Commission's approval. At this time, Commissioner Adam Rush left the meeting. Riverside County Transportation Commission Minutes July 13, 2016 Page 7 In response to Commissioner Kevin Jeffries' request to disclose the Commission's financial advisor, bond counsel, disclosure counsel, and general counsel as it was not included in the agenda item, Theresia Trevino replied the Commission's financing team is as follows: • Bond Counsel — Orrick Herrington & Sutcliffe LLP; • Disclosure Counsel — Norton Rose Fulbright US LLP; • Financial Advisor — Fieldman, Rolapp & Associates; and • General Counsel — Best, Best & Krieger. Ms. Trevino noted this will likely be a competitive sale so the underwriters will not be determined until September. Commissioner Jeffries stated he will abstain on this agenda item. At Commissioner Andrew Kotyuk's request for clarification, Theresia Trevino stated the recommendation is to explore refinancing options. Anne Mayer referred to the "July 2016 Deutsche Bank Swap Options" slide and stated these are the options being considered. She noted it is reasonable staff is favoring refinancing the 2009 Series A at a fixed interest rate. The interest rate swaps operated as designed to limited the Commission's risk, the Commission paid less than expected, and there were two external events out of the Commission's control related to financial markets. She expressed the Commission does not have the tolerance for a third event. Commissioner Kotyuk concurred with Anne Mayer's comments. He then asked if Deutsche Bank will be allowed to bid on the fixed interest rate. Theresia Trevino reiterated staff will likely have a competitive sale with the underwriters. She stated not foreseeing Deutsche Bank as part of that group. Commissioner Rick Gibbs expressed interest rate swaps are very complex and he has seen the Commission become savvy investors for the last decade. He explained the London Interbank Offer Rate (LIBOR) is unclear as to whether it will: 1) continue to be the gold standard; or 2) what shape it may take; or 3) what will exist if it goes away. Commissioner Gibbs explained based upon the fluctuations in worldwide financial markets, the staff recommendation is prudent. He stated the Commission needs to carefully weigh the options and provide staff the flexibility as market conditions become the most favorable for whatever decision is best at the time. At Commissioner Ted Weill's request for clarification, Theresia Trevino discussed Deutsche Bank's bond rating and the Commission's need to minimize its risk. Riverside County Transportation Commission Minutes July 13, 2016 Page 8 M/S/C (Kotyuk/Harnik) to: 1) Receive and file a status report on the two interest rate swaps that are integrated with the 2009 Sales Tax Variable Rate Demand Bonds (2009 Bonds); 2) Direct staff to continue to evaluate financing options related to interest rate swaps integrated with the 2009 Bonds; and 3) Approve an increase of $11,100,000 in FY 2016/17 Budget expenditures related to debt service and professional costs. Abstain: Ashley and Jeffries 10. PROGRAMMING OF ADDITIONAL FEDERAL FUNDS FOR UNION PACIFIC PACHAPPA UNDERPASS PROJECT AND 2016 EARMARK REPURPOSING FUNDS Shirley Medina, Planning and Programming Director, presented the 2016 Earmark Repurposing funds, highlighting the following areas: • Consolidated Appropriations Act of 2016 — Earmark projects balances can be repurposed if: 1) They are 10 years or older; 2) Less than 10 percent has been obligated; 3) The project is complete and a balance remains; and 4) Original earmark project has been closed out; • Projects identified for repurposed funds: 1) 50-mile radius; 2) Funds must be obligated by September 30, 2019; 3) Projects must meet federal requirements and adhere to the federal aid process; and 4) State decides; • Objectives for repurposing; • Earmarks available by recipient, project and balance; • Pachappa Underpass funding; and • Timeline: o August 1— Regions must submit repurposing request to Caltrans; o August 31 — Caltrans submits repurposing list to Federal Highway Administration; o September 12 — Deadline for repurposing; and o September 14 — Follow up item to the Commission. M/S/C (Busch/Spiegel) to: 1) Rescind previous programming for the Pachappa Underpass project (Pachappa project) including up to $13 million of federal Congestion Mitigation and Air Quality (CMAQ) funds and 1989 Measure A Western Riverside County highway funds; Riverside County Transportation Commission Minutes July 13, 2016 Page 9 2) Approve programming $847,552 of available 2016 federal earmark repurposing funds from prior Commission projects and additional federal Surface Transportation Program (STP) and/or CMAQ funds to the Pachappa project to complete theState Route 91 High Occupancy Vehicle (HOV) Lane project for a total amount of $12 million; 3) Approve programming available federal repurposed earmark balances that cannot be used by other local agencies to the Pachappa project in place of federal STP and/or CMAQ funds so funds stay within Riverside County and do not lapse; 4) Approve an increase of $2,261,700 in Fiscal Year 2016/17 Budget federal revenues; and 5) Direct staff to continue working with the cities and county to review eligible projects for repurposing and provide assistance with the federal repurposing process. 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. Second Vice Chair Reed announced: • The Commission will be dark in August. Therefore, there will be no July Committees or an August Commission meetings; and • The Board Room system will be upgrade during July and August. Therefore, the August policy committees will be held in RCTC Conference Room A. 12B. Anne Mayer announced there will be an 1-15 Corridor Improvement Project Ad Hoc Committee in Conference Room A. July 25 at 1:30 p.m. At this time, Commissioners John J. Benoit, Deborah Franklin, and Steven Hernandez left the meeting. 13. CLOSED SESSION 13A. CONFERENCE WITH LEGAL COUNSEL: EXISTING LITIGATION Pursuant to Government Code Section 54956.9 (d)(1) Case No(s). RIC 10016058 and RIC 1607468 Riverside County Transportation Commission Minutes July 13, 2016 Page 10 Second Vice Chair Reed recused himself from Case No. RIC 10016058 and left the board room. During this time, Past Chair Daryl Busch assumed the Chair. There were no announcements from the Closed Session items. 14. ADJOURNMENT There being no further business for consideration by the Riverside County Transportation Commission, Second Vice Chair Reed adjourned the meeting at 10:45 a.m. The next Commission meeting is scheduled to be held at 9:30 a.m., Wednesday, September 14, 2016, Board Room, First Floor, County Administrative Center, 4080 Lemon Street, Riverside. Respectfully submitted, )))"^1"--(.. H Jennifer Harmon Clerk of the Board AGENDA ITEM 7A RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: September 14, 2016 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Michele Cisneros, Deputy Director of Finance 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 ended June 30, 2016. BACKGROUND INFORMATION: During the past fiscal year, staff monitored the revenues and expenditures for the Commission. The attached financial statements present the revenues and expenditures for the 12 months of Fiscal Year 2015/16. Many accrual adjustments for revenues and expenditures have been made for June 30, 2016, and are reflected in these financial statements; however, staff will continue to make year-end accrual adjustments depending upon materiality through the completion of the audit in October. The operating statement shows sales tax revenues through the fourth quarter at 85 percent of the budget. This is a result of the Governmental Accounting Standards Board (GASB) Statement No. 33. GASB 33 requires sales tax revenue to be accrued for the period in which it is collected at 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 business. This creates a two -month lag in the receipt of revenues by the Commission. Accordingly, these financial statements reflect the revenues related to collections through May 2016. On a cash basis through June 30, 2016, the Measure A and Local Transportation Fund (LTF) sales tax receipts are 2.96 percent higher than the same period last fiscal year. At the January 13 Commission meeting, staff presented the FY 2015/16 mid -year revenue projections and recommended that the Commission maintain the current year revenue projections for Measure A and LTF revenues at $170 million and $83 million, respectively. State Transit Assistance Fund revenues, which are included in sales tax revenues, represent receipts through the second quarter. Staff will continue to monitor the trends in sales tax receipts and report to the Commission any necessary adjustments, if material. Agenda Item 7A 1 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. Significant federal and state reimbursements are related to the Perris Valley Line (PVL), Interstate 215 corridors improvement, and 71/91 connector projects. The following is an analysis of federal and state reimbursement revenues reflected in this quarterly financial report: Federal Reimbursement State Reimbursement Revenues Budget Actual Budget Actual Highways 91/71 Connector $ 2,134,700 $ 135,870 $ - $ 1-215 - 19,150,000 10,310,907 Other 4,753,300 (1,935) Total 6,888,000 133,935 19,150,000 10,310,907 Rail Perris Valley Line 27,035,324 3,784,906 28,096,890 36,987,517 Other 16,509,000 533,271 4,068,700 1,102,291 Total 43,544,324 4,318,177 32,165,590 38,089,808 Other 382,500 2,879,262 4,406,000 4,404,605 Total $ 50,814,824 $ 7,331,374 $ 55,721,590 $ 52,805,320 Staff will continue to prepare year-end reimbursement accrual adjustments in connection with the year-end closing and audit process. During the FY 2015/16 budget process, the Commission took a conservative approach to estimate the Transportation Uniform Mitigation Fee (TUMF) revenues of $12 million passed through the Western Riverside Council of Governments (WRCOG). At the January 13 Commission meeting, staff presented the revised FY 2015/16 revenue projections and increased the TUMF revenues to $18 million. The Commission received TUMF revenues through April 2016. The budgeted balance of $53,800 relates to TUMF zone reimbursements from WRCOG for the 74/215 interchange project. Other revenues include property management generated from properties acquired in connection with the State Route 91 Corridor Improvement Project (91 Project) and various rail properties, as well as $3.9 million from the proceeds related to the sale of excess land related to rail properties. The Commission took a conservative approach in estimating investment income for FY 2015/16, as a result of flat interest rate yields on investment balances. Investment income is higher primarily as a result of the investment of sales tax and toll revenue bond proceeds. Agenda Item 7A 2 The expenditure and other financing sources/uses categories are in line overall with the expectations of the budget with the following exceptions. • Salaries and benefits expenditures are under budget due to unused full-time equivalents budget authority; • Professional services expenditures are under budget due to unused budget authority for rail and station development planning, financial advisory management, property management, and various projects' legal services; • Support costs are under budget due to unused budget authority for the marketing of new rail service, rail safety, 91 Project, and rideshare advertisements; rail operations and station maintenance; and motorist assistance call box upgrades; • Program operations are under budget due to unused budget authority for 91 Project permit activities, Freeway Service Patrol, Motorist and Commuter Assistance program operations; and rail program management and operations related to the PVL; • Engineering, construction, design -build, and right of way/land expenditures relate to various capital projects. The status of significant capital projects with budget exceeding $5 million is discussed in the attachment; • Operating and capital disbursements are made as claims are submitted to the Commission by transit operators; • Special studies are under budget due to unused budget authority for strategic assessment and other studies; • Local streets and roads are related to the timing of Measure A sales tax revenue accrual adjustment for June and the cleanup, which will be determined in late August and September. This will have a direct effect on the local streets and roads turn -back expenditures to local jurisdictions; • Regional arterial expenditures primarily represent expenditures for highways and regional arterial program administered by the Coachella Valley Association of Governments (CVAG). CVAG requests reimbursements from the Commission based on available funds and sufficient budget authority; • Debt service principal payments are made annually on June 1, while interest payments are made semiannually on December 1 and June 1, except for the 2009 Sales Tax Revenue Bonds (variable rate) as those interest payments are monthly; • Capital outlay expenditures are under budget due to unused budget authority for station security improvements and Commission network, hardware, and software improvements; • Operating transfers are over budget due to reimbursement of 91 Project expenditures from the sales tax and toll revenue bond proceeds and reimbursement of Mid County Parkway project expenditures from the 2009 Western County Measure A New Corridors fund; • The Commission entered into a loan agreement with the U.S. Department of Transportation for a $421,054,409 Transportation Infrastructure Finance and Innovation Act (TIFIA) loan to pay eligible 91 Project 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 Agenda Item 7A 3 drawn upon after certain conditions have been met. During the fourth quarter, the Commission drew down $20.6 million for a cumulative inception to date total in TIFIA loan proceeds of $228.8 million. During construction of the 91 Project and for a period of up to five years following substantial completion, interest is compounded and added to the initial TIFIA loan. TIFIA debt service payments are expected to commence on December 1, 2021, which is approximately five years after substantial completion of the 91 Project, through June 1, 2051; and • The Commission issued $20 million in commercial paper notes during the third quarter for the I-15 Express Lanes project. Attachments: 1) Quarterly Project Status —June 2016 2) Quarterly Financial Statements —June 2016 Agenda Item 7A 4 Revenues Sales tax Federal reimbursements State reimbursements Local reimbursements Transportation Uniform Mitigation Fee Other revenues Investment income Total revenues Expenditures Salaries and benefits Professional and support Professional services Support costs Total Professional and support costs Projects and operations Program operations - general Engineering Construction Design Build Right of way/land Operating and capital disbursements Special studies Local streets and roads Regional arterials Total projects and operations Debt service Principal Interest Total debt service Capital outlay Total Expenditures Excess revenues over(under)expenditures Other financing sources/(uses) Operating transfer in Operating transfer out TIFIA loan proceeds Debt proceeds Total financing sources/(uses) Net change in fund balances Fund balance July 1, 2015 Fund balance June 30, 2016 RIVERSIDE COUNTY TRANPORTATION COMMISSION QUARTERLY BUDGET TO ACTUAL 4TH QUARTER FOR TWELVE MONTHS ENDED 6/30/2016 FY 2015/16 BUDGET $ 266,372,400 50,814,800 55,721,600 4,636,300 18,053,800 235,000 2,456,300 398,290,200 9,514,800 18, 735, 500 7,650,700 ATTACHMENT 1 4TH QUARTER REMAINING ACTUAL BALANCE $ 226,618,400 $ (39,754,000) 7,331,374 (43,483,426) 52,805,320 (2,916,280) 3,262,889 (1,373,411) 16,706,096 (1,347,704) 4,475,396 4,240,396 7,802,141 5,345,841 319,001,616 (79,288,584) 8,182,532 1,332,268 12,633,552 3,949,555 26, 386, 200 16, 583,107 20, 760, 700 20, 260, 900 161,902,400 283, 685, 700 104,692,900 148,472,800 1,844,000 50, 679, 000 30, 600, 000 14, 902,119 3,275,181 93,422,705 259,710,685 44,155, 813 93,227,421 830,022 43, 803, 218 11,894,201 822,898,400 565,221,365 7,800,000 46,119, 900 53,919,900 3,738,500 7,800,000 45,610,240 53,410,240 1,177, 045 916,457,800 644,574,289 (518,167,600) (325,572,673) 136,735,500 (136,735,500) 261,277,900 185,208,059 (185,208,059) 228,792,225 20,000,000 6,101, 948 3,701,145 9,803,093 5,858,581 16, 985, 719 68,479,695 23, 975, 015 60, 537, 087 55, 245, 379 1,013,978 6,875,782 18, 705, 799 257,677,035 509,660 509,660 2,561,455 271, 883, 511 288,869,230 48,472,559 (48,472,559) (32,485,675) 20,000,000 261,277,900 248,792,225 12,485,675 (256,889,700) (76,780,448) 831,809,600 803,802,444 301, 354, 905 (28,007,156) $ 574,919,900 $ 727,021,996 $ 273,347,749 PERCENT UTILIZATION 85% 14% 95% 70% 93% 1904% 318% 80% 86% 67% 52% 63% 72% 16% 58% 92% 42% 63% 45% 86% 39% 69% 100% 99% 99% 31% 70% 63% 135% 135% 88% N/A 95% 30% 97% 126% 5 RIVERSIDE COUNTY TRANSPORTATION COMMISSION QUARTERLY BUDGET TO ACTUAL BY FUND 4TH QUARTER FOR TWELVE MONTHS ENDED 6/30/2016 GENERAL FUND SPECIAL REVENUE FUNDS CAPITAL PROJECTS FUNDS MEASURE A SALES TAX TRANSPORTATION DEVELOPMENT ACT FSP/ WESTERN COACHELLA PALO VERDE LOCAL TRANSPORTATION STATE TRANSIT SAFE COUNTY VALLEY VALLEY FUND ASSISTANCE TRANSPORTATION UNIFORM MITIGATION FEE (TUMF) COACHELLA VALLEY RAIL AGENCY FUND COMMERCIAL SALES TAX TOLL REVENUE PAPER BONDS BONDS DEBT SERVICE COMBINED TOTAL Revenues Sales tax $ 3,000,000 $ - $ 110,954,000 $ 32,793,327 $ 981,531 $ Federal reimbursements 4,552,045 State reimbursements 985,806 3,418,798 48,400,716 Local reimbursements 945,902 1,009,214 1,316,484 Transportation Uniform Mitigation Fee 42,118 Other revenues 4,468.396 Investment income 58,280 37,628 1,183,160 223,103 Total revenues 4,989,988 4,465.640 170,916.919 33.016.430 981.531 Expenditures Salaries and benefits 4,867,408 78,788 2,944,691 3,483 Professional and support Professional services 1,908,122 439,129 9,443,466 830 Support costs 3.066.297 232,867 648.056 131 Total Professional and support costs 4,974,419 671,996 10,091,522 961 Proiects and operations Program operations - general 1.852,444 3.289.072 9.314,728 15,977 Engineering 1,146,803 Construction 89.930.131 Design Build 259,710,685 Right of wav/land 40.756.918 Operating and capital disbursements 15,766,269 11,852,782 6,492,099 Special studies 782,864 47,158 Local streets and roads 31,344,023 11,477,664 Regional arterials 10.994,201 Total proiects and operations 18,401,577 3,289,072 444,103,228 28,979,941 981,531 981,531 73,899,771 $ 4,989,771 $ 16,663,978 7,000 418,802 390,744 414,107 74,318.573 5.380.515 17,085.085 $ $ $ $ - $ - $ 226,618,400 2,779,329 7,331,374 52,805,320 (8,711) 3,262,889 16,706,096 4,475,396 20,226 2,412 1,652,955 1,143,490 231,344 2,025,890 7,802,141 20,226 (6299) 1,652.955 1,143.490 231,344 4.805.219 319,001,616 211,835 35,935 40,392 8,182,532 1,152 168,980 670,968 905 12,633,552 1,198 99 907 3,949,555 1,152 170,178 671,067 1,812 16,583,107 56,497,159 2,619,112 56,497,159 397.861 2,128,378 3.492,574 3.398.895 900.000 2,619,112 10,317,708 32,037 32,037 14,902,119 3,275,181 93,422,705 259,710,685 44,155,813 93,227,421 830,022 43,803,218 11,894,201 565,221,365 Debt service Principal - 7.800.000 7,800,000 Interest 10,221 45,600,019 45,610,240 Total debt service 10,221 53.400.019 53,410,240 Capital outlay 178,577 998.468 1,177,045 Total Expenditures 28,421,981 4.039.856 458.137.909 28.984.385 981.531 56.497.159 2,620,264 10.699,721 707,002 74,241 10,221 53,400.019 644,574,289 Excess revenues over(under)expenditures (23.431.993) 425,784 (287220.990) 4,032.045 Other financing sources/(uses) Operating transfer in Operating transfer out TIFIA loan proceeds Debt proceeds Total financing sources/(uses) Net change in fund balances Fund balance July 1, 2015 Fund balance June 30, 2016 22,962,039 571,200 (571,200) 102,701,665 (91.027.166) 228,792,225 17,821,414 2,760,251 6.385.364 (686.776) (80.5401 1,642,734 1,143.490 231,344 (48594.800) (325.572.673) (22.962.039) (189.439) 189,439 71,157 34,983,199 - 23,729,360 185,208,059 (6.718.876) (51,774.7211 (9.114,132) (2.850.486) (185,208,059) - 228,792,225 20.000.000 - 20,000,000 22,962,039 240,466,724 (22,962,039) (189,439) 189,439 13,352,281 (16,791,522) (9.114,132) 20,878,874 248,792,225 (469,954) 425,784 (46,754,266) 4,032,045 - (5.140.625) 2,570,812 6,385,364 (497,337) (80.540) 14,995,015 (15,648,032) (8.882.788) (27,715,926) (76,780,448) 10,182,797 7,988,086 248,871,517 35.713.138 556 112,103,274 60.580.753 61.486,038 4,054.106 500.041 26.830.382 87,921,226 41,370,827 106,199,703 803,802,444 $ 9.712.843 $ 8 413 870 $ 202.117.251 $ 39.745 183 $ 556 $ 106.962.649 $ 63.151.565 $ 67.871.402 $ 3.556.769 $ 419.501 $ 41.825.397 $ 72.273.194 $ 32.488.039 $ 78.483.777 $ 727,021,996 6 ATTACHMENT 2 RIVERSIDE COUNTY TRANSPORTATION COMMISSION QUARTERLY PROJECT STATUS 4TH QUARTER FOR TWELVE MONTHS ENDED 6/30/2016 FY 2015/16 BUDGET Project Description 4TH QUARTER EXPENDITURES Project Status 91 Project (Design -Build) The project will connect with Orange County Transportation Authority's tolled express lanes at the Orange County/Riverside County line and continue approximately eight miles to the Interstate (1)- 15/State Route (SR)-91 interchange. The project involves widening pavement on the outside of the existing highway to reposition general purpose lanes and repurposing the existing High Occupancy Vehicle (HOV) lanes to accommodate two -tolled express lanes in the median in each direction. The SR-91 CIP also involves constructing one new general purpose lane in each direction from SR-71 to 1-15, ultimately providing two -tolled express lanes and five general purpose lanes in each direction. SR-91 CIP development activities began in September 2007, construction work related to roadway and structures began in July 2014, and the toll lanes are expected to open in early 2017. The total acquisition and construction cost of the SR-91 CIP is estimated at $1.4 billion, including capitalized interest, debt service reserves, contingency, and cost of issuance. 1-15 Express Lanes Project The project will generally add two tolled express lanes in each direction from SR-60 to Cajalco Road in Corona. Project development activities began in April 2008, and lanes are expected to open to traffic in 2020. The 2016 capital expenditures forecast estimates the total project cost at $486 million, which includes $46 million of contingency. $369,290,600 17,319,200 $310,392,734 10,847,150 The Design -Build contract is on schedule with actual reported progress of 82 percent as of June 30, 2016. The Commission has acquired and delivered all 197 Caltrans Parcel Numbers to the Design -Builder. Construction has begun on all 32 bridges (19 bridges are complete) and 86 walls (of 93, 37 walls are complete), while 86 utility relocations (of 90) are complete. The under run of the FY 2015/16 budget at fourth quarter is due to under runs in right of way, including anticipated goodwill and negotiated settlement costs later in the fiscal year ($35.4M), the Design -Build contract ($13.9M), the project and construction management (PCM) contract ($4.5M), the systems integration and installation contract ($2.3M), and the Caltrans Cooperative Agreement ($2.6M). Staff completed the project report and environmental document phase of work in May 2016. Staff is currently conducting two procurements for toll system and operations and design -build civil work. Procurement shortlists for both toll services and design -build were announced in the first quarter of 2016. The budget variance at the end of the fourth quarter is due to under runs in the PCM contract ($3.5M), the preliminary engineering contract ($2.0M), interagency support from Caltrans ($0.5M), and RCTC/Bechtel labor ($0.4M). 7 FY 2015/16 BUDGET Project Description 4TH QUARTER EXPENDITURES Project Status 1-215 Corridor Improvements/Scott Road to Nuevo Road The project will add one mixed flow lane in each direction. Preliminary engineering began in 2007 and was completed in 2011. Final design began in 2011 and was completed in December 2012; construction began in 2013 and is expected to be completed in 2016. The estimated project cost is $120 million. Mid County Parkway A recirculated project report and environmental document is under development for a new corridor from 1-215 to SR-79. The environmental phase is anticipated to be completed in FY 2014/15. Construction of this new facility will be completed over many years as funding becomes available; the project cost is estimated at $1.3 to $1.6 billion. Perris Valley Line and other rail projects The project is in the construction phase with the extension of commuter rail services to the city of Perris. The project commenced in December 2007 when the Commission received approval from the Federal Transit Administration (FTA) to move into project development. Expected completion date is December 2015 for an estimated project cost of $248.3 million. Other rail projects include adding a fourth main track between the Riverside Downtown station to the connector to the San Jacinto Branch Line at Highgrove. 19,593,811 21,192,300 65,328,914 12,603,853 4,347,137 55,141,537 The notice to proceed for construction was issued in December 2012 and construction started in January 2013; construction work is substantially complete with all lanes opened to traffic in October 2015. Aesthetic work alongside the freeway is underway and is approximately 34.5% percent complete. This work will extend the contract time to October 2016. The budget variance at the end of the fourth quarter is due to slow submittal of progress payments by the contractor. Staff completed the work on the Environmental Impact Report (EIR)/Environmental Impact Study (EIS). Major milestones have been met and the project's Record Of Decision was published in the Federal register in August 2015. A budget amendment was approved by the Commission in April 2014 to allocate additional funding for the completion of Phase II Final EIR/Supplemental EIS. In April 2015 the Commission approved the EIR. Staff is conducting the procurement for final design of the 1-215 Placentia Interchange. Staff has also been working with the Federal Highway Administration on approval of the New Connection Report, approval of the Habitat Mitigation and Monitoring Plan with the U.S. Army Corps of Engineers, and purchasing of the required land mitigations. Final design is complete and the FTA awarded the Small Starts Grant Agreement funds. ROW acquisition activities for the station and layover facility at south Perris have been completed. Following the settlement of a lawsuit challenging elements of the California Environmental Quality Act document in July 2013, the construction contract was given full notice to proceed in October 2013 following FTA approval of the Small Starts Grant Agreement. Active construction commenced in January 2014; and Metrolink operations commenced in June 2016. Final completion date is expected in September 2016. This list discusses the significant capital projects (i.e., total budgeted costs in excess of $5 million) and related status. Capital project expenditures are generally affected by lags in invoices submitted by contractors and consultants, as well as issues encountered during certain phases of the projects. The capital projects budgets tend to be based on aggressive project schedules. 8 AGENDA ITEM 7B RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: September 14, 2016 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Matt Wallace, Procurement Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Single Signature Authority Report BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to receive and file the Single Signature Authority report for the fourth quarter ended June 30, 2016. BACKGROUND INFORMATION: Certain contracts are executed under single signature authority as permitted in the Commission's Procurement Policy Manual adopted in September 2015. The Executive Director is authorized to sign services contracts that are less than $150,000 individually and in an aggregate amount not to exceed $1 million in any given fiscal year. Additionally, in accordance with Public Utilities Code Section 130323(c), the Executive Director is authorized to sign contracts for supplies, equipment, materials, and construction of all facilities and works under $50,000 individually. The attached report details all contracts that have been executed for the fourth quarter ended June 30, 2016, under the single signature authority granted to the Executive Director. The unused capacity of single signature authority for services at June 30, 2016 is $196,000. Attachment: Single Signature Authority Report as of June 30, 2016 Agenda item 7B 9 SINGLE SIGNATURE AUTHORITY AS OF June 30, 2016 CONSULTANT DESCRIPTION OF SERVICES ORIGINAL CONTRACT PAID AMOUNT REMAINING AMOUNT CONTRACT AMOUNT AMOUNT AVAILABLE July 1, 2015 $1,000,000.00 The Alberts Firm Client Trust Settlement Agreement 35,000.00 0.00 35,000.00 TSC2 Group Integrated Communications Strategies 150,000.00 124,000.00 26,000.00 Connected Consulting Enhanced Public Communications Support to 91 Project Team 150,000.00 63,851.64 86,148.36 OCTA Interagency Agreement for Subrecipient Monitoring of SCRRA for 150,000.00 0.00 150,000.00 Compliance with FTA Requirements Engineering Resources La Sierra Parking Lot Expansion PS&E 150,000.00 35,963.75 114,036.25 Pepe's Towing Services 1-215 Construction FSP 11,000.00 0.00 11,000.00 Mathis Group Management Consulting 50,000.00 9,760.00 40,240.00 OCTA Interagency Agreement for 91 Corridor Improvement Project FSP Services 10,000.00 3,561.08 6,438.92 Amtech Replace Elevator Cylinder at the West Corona Station 70,000.00 0.00 70,000.00 Cornerstone Right of Way Relocation Appeal Hearing Services for the 91 CIP 10,000.00 0.00 10,000.00 Lucky's Two -Way Radios, Inc. FSP Digital Radio Frequencies Services 10,000.00 0.00 10,000.00 CHP Call Box and Motorist Aid Coordinator 8,000.00 0.00 8,000.00 AMOUNT USED AMOUNT USED AMOUNT REMAINING through June 30, 2016 804,000.00 804,000.00 $196,000.00 None Agreements that fall under Public Utilities Code 130323 (CI N/A $- $- $- Marla Dye Prepared by Theresia Trevino Reviewed by Note: Shaded area represents new contracts listed in the fourth quarter. 10 AGENDA ITEM 7C RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: September 14, 2016 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Michele Cisneros, Deputy Director of Finance 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 1, 2016 (1Q 2016). BACKGROUND INFORMATION: At its December 2007 meeting, the Commission awarded an agreement with MuniServices, LLC (MuniServices) for quarterly sales tax reporting services plus additional fees contingent on additional sales tax 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, which reported findings generated and submitted to the State Board of Equalization (SBOE) for review and determination of errors in sales tax reporting related to 547 businesses. Through 4Q 2015, the SBOE approved corrections for 385 of these accounts for a total sales tax recovery of $6,532,025. Updated amounts for 1Q 2016 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 1Q 2016. Most of the 1Q 2016 Measure A sales tax revenues were received in the second quarter of calendar year 2016, during April through June 2016, due to a lag in the sales tax calendar. The summary section of 1Q 2016 report is attached and includes an overview of California's economic outlook, local results, historical cash collections analysis by quarter, top 25 sales/use tax contributions, historical sales tax amounts, annual sales tax by business category, five-year economic trend for significant business category (construction), and final results. Agenda Item 7C 11 Taxable transactions for the top 25 tax contributors in Riverside County generated 23.2 percent of taxable sales for the benchmark year ended 1Q 2016, slightly lower than the 23.4 percent for the benchmark year ended 1Q 2015. The top 100 tax contributors generated 38.3 percent of taxable sales for the benchmark year ended 1Q 2016, compared to 39.2 percent for the benchmark year ended 1Q 2015. Interestingly, the 2.2 percent growth in taxable sales for the benchmark year ended 1Q 2016 was not driven by the top 100 tax contributors, who experienced a 0.9 percent decrease, but by all the other tax contributors, who had a 0.9 percent increase. In the Economic Category Analysis below, five of the six categories (general retail, food products, transportation, construction, and miscellaneous) experienced new highs in the 1Q 2016 benchmark year compared to the prior eight benchmark year quarters. Business to business was below the 1Q 2015 benchmark year by 3.1 percent due to completion of renewable energy developments in Riverside County. ECONOMIC CATEGORY ANALYSIS of Total / % Change ROTC State Wide Inland Empire Riverside Countywide San Bernardino Countywide South Coast S.F. Bay Area Sacramento Valley Central Valley General Retail 28.7 / 2.6 28.3 / 3.1 26.6 / 5.3 28.5 / 3.4 25.0 / 7.4 29.2 / 3.2 26.7 / 1.3 27.8 / 4.0 30.7 / 3.2 Food Products 17.5 / 6.5 20.4/5.1 17.0/5.5 19.6/5.3 14.6/5.8 21.5/5.1 21.8/5.6 16.8/3.9 16.5/4.0 Transportation 25.8 / 0.8 24.0 / 0.8 27.5 / 2.3 27.3 / 1.2 27.7 / 3.4 23.8 / 1.1 20.8 / -1.0 28.1 / 2.9 26.4 / -0.4 Construction 10.9 / 4.8 9.6/7.8 12.2/18.0 13.0/0.3 11.5/44.6 8.3/5.9 9.5/6.4 11.2/6.9 12.1/5.5 Business to Business 15.0/-3.1 16.4/-0.6 15.4/1.0 10.6/2.0 19.7/0.6 16.0/-3.0 20.0/4.1 14.3/5.7 12.9/-9.0 Miscellaneous 2.1 / 7.6 1.2/6.4 1.3/22.2 1.1/15.4 1.5/27.2 1.1/9.4 1.2/-3.7 1.7/5.1 1.4/4.1 Total 100.0 / 2.2 100.0/2.8 100.0/5.4 100.0/2.7 100.0/8.0 100.0/2.3 100.0/2.7 100.0/4.2 100.0/0.9 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 An analysis of sales tax performance by quarter through 1Q 2016 is attached, and illustrates fairly consistent cycles for sales tax performance for most of the economic categories since the economic recession in 2009. For 7 of the top 10 segments (auto sales -new, restaurants, departments stores, miscellaneous retail, building materials -wholesale, food markets, and building materials -retail) during the past eight benchmark year quarters, sales tax receipts reached a new high point. The 7 segments represent 56.5 percent of the total sales tax receipts. Light industry, one of the top 10 segments representing 4.9 percent of the total sales tax receipts for benchmark year 1Q 2016, was slightly higher than the low point in the 4Q 2015 benchmark year, and apparel stores remained relatively unchanged representing 5.5 percent of the total sales tax receipts. Service stations reached a new low point in 1Q 2016. These top 10 segments represent 75.1 percent of the total sales tax receipts. For the other 19 segments representing 24.9 percent of the total sales tax receipts, 8 segments representing 14.8 percent of the total sales tax receipts reached new high points in the benchmark year 1Q 2016. Agenda Item 7C 12 In the Economic Segment Analysis below, auto sales -new, restaurants, and departments stores represent the three largest segments for Riverside County, or 33.1 percent of total sales tax receipts. This is the fourteenth consecutive quarter since 3Q 2008, that department stores and auto sales -new have been in the top three economic segments. Growth seen in previous quarters for the service stations segment has been declining continuously from the high in the last five years due to lower fuel prices, and this segment reached a new low point in 1Q 2016. Restaurants replaced service stations in the top three economic segments beginning in 4Q 2014 and resulted from continued steady growth in restaurant prices with no decline in restaurant use. ECONOMIC SEGMENT ANALYSIS RCTC State Wide Inland Empire Riverside Countywide San Bernardino Countywide South Coast S.F. Bay Area Sacramento Valley Central Valley Largest Segment Auto Sales- New Restaurants Restaurants Restaurants Department Stores Service Stations Restaurants Restaurants Department Stores ofTotal /%Change 11.7 / 8.4 14.4/6.5 11.1/6.9 12.5/6.7 10.4/7.1 26.6/-2.2 15.5/6.6 15.7/6.5 13.6/1.5 2nd Largest Segment Restaurants Auto Sales - New Auto Sales - New Auto Sales - New Restaurants Restaurants Auto Sales - New Auto Sales - New Auto Sales - New ofTotal /%Change 11.1 / 6.4 11.1/7.2 11.0/10.1 12.4/9.2 9.8/7.2 12.9/4.1 10.7/6.2 11.3/6.7 10.8/7.8 3rd Largest Segment Department Stores Department Stores Department Stores Department Stores Auto Sales- New Food Markets Department Stores Department Stores Restaurants ofTotal /%Change 10.3 / 2.0 9.5/0.5 10.6/3.3 10.7/-0.5 9.6/11.3 8.4/0.3 7.9/-1.5 9.3/0.3 10.7/6.8 During the review of the 1Q 2016 detailed report with MuniServices, information regarding sales tax comparison by city and change in economic segments (two highest gains and two highest losses) from 1Q 2016 to 1Q 2015 was provided. Staff continues to monitor monthly sales tax receipts and other available economic data to determine the need for any adjustment to the revenue projections. Staff will utilize the forecast scenarios included with the complete report and receipt trends in assessing such projections. Attachments: 1) Sales Tax Digest Summary 1Q 2016 2) Sales Tax Performance Analysis by Quarter 3) Quarterly Sales Tax Change Comparison by City for 1Q 2016 to 1Q 2015 Agenda Item 7C 13 ATTACHMENT 1 RCTC Sales Tax Digest Summary Collections through June 2016 Sales through March 2016 (2016Q1) CALIFORNIA'S ECONOMIC OUTLOOK California sales tax receipts increased by 2.7% over the same quarter from the previous year, with Northern California reporting a 3.0% increase compared to 2.4% for Southern California. Receipts for the RCTC changed by 4.8% over the same periods. • Will the positive trend in statewide employment continue? The number of people employed is now at a record 18.1 million, which is 6.2% above its previous peak. Employment growth in California is currently forecasted to be 2.0% for 2016, 1.6% for 2017 and 0.8% for 2018. (UCLA Andersen) • Will the growth of taxable sales in restaurants continue? Visits to fast-food restaurants had been growing at a quarterly clip of 2% since September 2015, but they have not grown at all in March, April or May, according to as -yet -unpublished data from NPD Group, a market research firm. Recent higher prices for fast-food compared to lower prices for groceries are a factor. (Wall Street Journal) • Will the positive trend in the California Housing Market continue? While April saw a year -over - year decrease, the number of single-family homes sold in California year-to-date is still 3% higher than in 2015. Declines in growth are anticipated to accompany increases in fixed rate mortgage rates later this year. (firsttuesday Journal) LOCAL RESULTS Net Cash Receipts Analysis Local Collections Less: Cost of Administration Net 1Q2016 Receipts Net 1Q2015 Receipts Actual Percentage Change $41,506,331 (528,660) 40,977,671 39,111,661 4.8% Business Activity Performance Analysis Local Collections Less: Payments for Prior Periods Preliminary 1Q2016 Collections Projected 1Q2016 Late Payments Projected 1Q2016 Final Results Actual 1Q2015 Results Projected Percentage Change $41,506,331 (2,012,309) 39,494,022 1,573,865 41,067,887 40,008,915 2.6 www.MuniServices.com (861Q1) 800-8181 Page 1 RCTC HISTORICAL CASH COLLECTIONS ANALYSIS BY QUARTER $45,000 544,000 $43,000 $42,000 $41,000 $40,000 $39,000 $38,000 $37,000 $36,000 $35,006 (in thousands of $) 402013 102014 202014 302014 40.2014 102015 207015 3Q2015 402015 10.2016 E-1 Net Receipts —0-5130E Admin Fees Oue $540 $520 $500 w $480 z 5460 0 E 544U $420 $400 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 April 2015 to March 2016. The Top 25 Sales/Use Tax contributors generate 23.2% of RCTC's total sales and use tax revenue. AMAZON.COM ARCO AM/PM BEST BUY STORES CARMAX THE AUTO SUPERSTORE CHEVRON SERVICE STATIONS CIRCLE K FOOD STORES COSTCO WHOLESALE DEPT OF MOTOR VEHICLES EXXON SERVICE STATIONS HOME DEPOT JACK IN THE BOX RESTAURANTS KOHL'S DEPARTMENT STORES LOWE'S HOME CENTERS MACY'S DEPARTMENT STORE MCDONALD'S RESTAURANTS RALPH'S GROCERY ROSS STORES SAM'S CLUB SHELL SERVICE STATIONS STATER BROS MARKETS TARGET STORES USA SERVICE STATIONS VERIZON WIRELESS WAL MART STORES WALGREEN'S DRUG STORES www.MuniServices.com (800) 800-8181 15 Page 2 RCTC HISTORICAL SALES TAX AMOUNTS The following chart shows the sales tax level from sales through March 2016, the highs, and the lows for each segment over the last two years. $25,000 $20,000 $15,000 - $10,000 - $5,000 - $0 (in thousands of $) 1Q2016 • High Low M ea�� a�'Lb o�¢y°may▪ \e o�� ▪ 5`� e`er\ to w t J R- O 5 6 ANNUAL SALES TAX BY BUSINESS CATEGORY ■General Retail 1Q2016 4Q2015 3Q2015 2Q2015 1Q2015 4Q2014 3Q2014 2Q2014 1Q2014 4Q2013 Construction (IN THOUSANDS OF $) ■ Food Products ■ Transportation ■ Business To Business ■ Miscellaneous 47,875 29,198 43,053 18,186 25,088 47,736 28,771 43,011 18,10 47,386 28,373 42,959 24,775 17,823 25,108 46,964 27,903 42,726 17,577 46,666 46,105 45,367 27,410 26,964 26,701 42,707 42,848 42,718 25,459 17,359 25,897 17,059 26,133 16,611 25,480 44,657 26,200 42,202 16,23 43,948 25,742 41,588 15,744 25,282 43,713 25,236 41,102 15,238 24,831 ,545 ,493 482 343 3,295 3,230 128 ,015 2,985 www.MuniServices.com (800) 800-8181 16 Page 3 RCTC FIVE-YEAR ECONOMIC TREND: Construction co co v rri N m co m m rn m N rri Q1 m rri rn v Lr'I rl- co rn rri N rri (IN THOUSANDS OF $) v n co rri v N v v m m ca rn rri m m cn rn m co N v co ui m m m r-I r-I N N N N m m m m 'Tr Er1 En u'S rri �p v v v v v v v v v v v v v v v v v v v v v N N N N N N N N N N N N N N N N N N N N N d d d d d d d d d d d d d d d d d d d d d rl N m .-I N m .-I N m .-I N m .-I N m FINAL RESULTS: October -December 2015 Sales Local Net Cash Collections Less: Pool Amounts Less: Prior Quarter Payments Add: Late Payments Local Net Economic Collections after Adjustments Percent Change from October -December 2014 Sales MUNISERVICES' ON -GOING AUDIT RESULTS This Quarter $282,843 Total to Date $6,661,741 $44,107,625 ($-496,230) ($1,737,297) $1,347,241 $44,213,799 UP BY 1.7% www.MuniServices.com (800) 800-8181 17 Page 4 RCTC 1/2%: Sales Tax Performance Analysis by Quarter ATTACHMENT 2 TOTAL Confidential TOTAL $50, 000, 000 $45, 000, 000 $40, 000, 000 $35, 000, 000 $30, 000, 000 $25, 000, 000 $20,000,000 $15, 000, 000 - $10, 000, 000 - $5, 000, 000 - $0 rl N M �--I N M dr 7 N M I �--I N M I �--I N cr) d- 74 �U �U d d NU NU O MU MU MU d �U �U Cf d �U �U Lf1U 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 NNNNNNNNNNNNNCNNNNNNNN Q2 Q3 Q4 Q1 CATEGORY ■TOTAL $16, 000, 000 $14, 000, 000 $12, 000, 000 $10, 000, 000 $8, 000, 000 $6, 000, 000 $4, 000, 000 $2, 000, 000 'GENERAL RETAIL Economic 2016Q1 Q0Q %0 QoQ $A YoY %A YoY $A $41,067,493 2.6% $1,058,939 2.2% $3,610,580 2016Q1 QoQ %0 QoQ $A YoY %A YoY $A $11,531,615 1.2% $139,365 2.6% $1,208,847 % of 2016Q1 Total: 28.1% FOOD PRODUCTS 2016Q1 QoQ %A QoQ $A YoY %A YoY $A $7,844,165 5.8% $426,971 6.5% $1,787,699 % of Total: 19.1% TRANSPORTATION 2016Q1 QoQ %0 QoQ $A YoY %A YoY $A $10,318,320 0.4% $41,901 0.8% $346,183 % of Total: 25.1% CONSTRUCTION 2016Q1 QoQ %0 QoQ $A YoY %A YoY $A $4,332,894 2.0% $84,936 4.8% $826,188 % of Total: 10.6% BUSINESS TO BUSINESS 2016Q1 QoQ % $0 QoQ $A YoY %A YoY $A $6,210,463 5.3% $313,601 -3.1%-$808,546 % of Total: 15.1% QoQ = 16Q1 / 15Q1 YoY = YE 16Q1 / YE 15Q1 18 INLAND EMPIRE: Quarterly Comparison of 201501 and 2016Q1 ( January thru March Sales ) ATTACHMENT 3 General Retail Transportation onstruction m m u 5 Jan - Mar 2016 (201601) Jan - Mar 2015 (201501) % Chg Gain Gain Decline Decline RIVERSIDE COUNTY ROTC 1.2% 5.8% 0.4%2.0% 5.3% BANNING 0.2% 3.8% 6.2% 14.1% 12.1% BEAUMONT 1.6% 6.0% 4.8% -5.2% 45.0% BLYTHE 2.1% 3.6% -4.5% -0.8% -6.7% CORONA 3.6% 7.4% -2.4% -1.4% -9.9% LAKE ELSINORE 6.0% -8.5% 6.8% 3.9% 25.2% HEMET 4.3% 4.1% -3.3% -3.4% 1.0% INDIO -2.8% -3.4% 5.7% -2.0% 9.8% PERRIS 42.9% -1.7% -16.8% -3.1% 13.6% SAN JACINTO 2.6% 10.1% 7.2% -7.5% -4.9% RIVERSIDE 2.5% 5.0% 1.5% -6.7% 10.1% COACHELLA 5.0% 3.4% -1.0% -29.4% 53.5% PALM SPRINGS -1.9% 8.3% -4.0% -6.6% -7 7% DESERT HOT SPRINGS 4.9% 2.8% -3.7% 19.1% -3.6% NORCO 0.2% 0.9% 1.5% 5.8% 9.5% INDIAN WELLS -55.4% 0.8%-100.0%-100.0% 49.3% RANCHO MIRAGE 0.0% -1.8% 10.5% -0.3% 26.9% PALM DESERT -3.5% -2.7% 13.2% 7.7% -17.1% CATHEDRAL CITY -3.7% -1.7% -5.7% -1.7% 14.7% LA QUINTA -1.5% 3.1% -6.8% -9.4% -9.1% MORENO VALLEY 4.9% 3.1% 0.2% 20.1% 11.1% TEMECULA 23.8% 1.2% 6.1% -6.8% 10.3% CANYON LAKE 10.8% -13.8% -5.4% 9.4% 214.5% CALIMESA 2.0% 0.9% 1.3% 7.5% -23.2% MURRIETA 5.1% -3.9% 3.9% 1.7% -2.0% WILDOMAR -10.0% 11.4% -5.5% -0.8% 35.6% MENIFEE 4.1% 0.3% 3.9% 9.3% 3.1% EASTVALE -0.2% 10.1% -19.1% 11.6% -44.4% JURUPA VALLEY 11.9% -1.5% -9.7% -8.0% 4.2% RIVERSIDE COUNTY -3.7% 1.0% -5.4% 15.5% -4.8% 6.7% - 14.5% 18.2% 72.5% 7.8% - 38.6% 45.5% - 12.2% 17.4% -2.3% -5.1% - 36.1% 6.0% -7.4 % 15.8 % 19.1% 1.0% 293.8% 25.7% -17.2% 14.8 % 3.1% 34.7 % 9.2% 51.0 % 68.5% 0.8% -62.0% 7.3% 64.7 % 41,067,477 453,707 985,112 395,725 7,812,652 1,874,370 2,473,992 2,421,062 1,993,695 549,046 12,970,606 806,692 3,002,134 327,078 1,305,679 394,495 1,262,585 4,624,179 1,996,223 2,096,831 3,780,560 7,610,023 46,329 150,226 3,021,812 332,486 1,406,690 1,318,362 1,963,496 5,675,827 40,008,420 430,490 916,792 400,188 7,883,304 1,806,000 2,474,253 2,394,511 1,949,317 521,616 12,674,365 801,410 3,007,655 324,987 1,280,203 475,441 1,233,860 4,625,478 2,062,525 2,139, 590 3,606,273 6,846,776 46,386 151,313 2,958,569 321,481 1,357,491 1,443,862 1,971,623 5,660,346 2.6 % 5.4% 7.5% -1.1% -0.9% 3.8% 0.0% 1.1% 2.3% 5.3% 2.3% 0.7% -0.2% 0.6% 2.0% -17.0% 2.3% 0.0% -3.2% -2.0% 4.8% 11.1% -0.1% -0.7% 2.1% 3.4% 3.6% -8.7% -0.4% 0.3% Restaurants Misc. Vehicle Sales Light Industry Light Industry Electronic Equipment Auto Sales - New Restaurants Auto Sales - New Miscellaneous Retail Food Markets Restaurants Heavy Industry Restaurants Department Stores Auto Sales - Used Business Services Auto Sales - New Miscellaneous Other Leasing Restaurants BIdg.Matls-Whsle Miscellaneous Retail Heavy Industry Misc. Vehicle Sales Department Stores Restaurants Auto Parts/Repair Restaurants Furniture/Appliance BIdg.Matls-Whsle Auto Sales - New BIdg.Matls-Whsle Office Equipment Food Markets Food Processing Eqp Heavy Industry Leasing Misc. Vehicle Sales Electronic Equipment Service Stations Heavy Industry Apparel Stores Auto Sales - New Food Processing Eqp Heavy Industry Food Markets Department Stores Furniture/Appliance Heavy Industry Furniture/Appliance Furniture/Appliance Auto Sales - New Miscellaneous Retail Department Stores Auto Sales - New Misc. Vehicle Sales Furniture/Appliance BIdg.Matls-Whsle Restaurants Heavy Industry Service Stations Service Stations BIdg.Matls-Retail Energy Sales Office Equipment Food Markets Service Stations Food Markets Service Stations Drug Stores BIdg.Matls-Retail BIdg.Matls-Whsle Energy Sales Service Stations Service Stations Miscellaneous Retail Furniture/Appliance Apparel Stores Auto Sales - New Auto Sales - New Service Stations Department Stores Food Markets Light Industry Food Markets Service Stations Food Markets Electronic Equipment Service Stations Service Stations Office Equipment Auto Sales - New Electronic Equipment Service Stations Service Stations Service Stations Light Industry Furniture/Appliance BIdg.Matls-Whsle Auto Parts/Repair Department Stores Auto Sales - Used Service Stations Heavy Industry Misc. Vehicle Sales Recreation Products Restaurants Food Markets Service Stations Bldg. M atls-Reta i I Department Stores Food Markets Service Stations Service Stations Service Stations Miscellaneous Retail Recreation Products Service Stations Department Stores Leasing Non -Confidential 19 MuniServices AGENDA ITEM 7D RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: September 14, 2016 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Megan Kavand, Accountant Michele Cisneros, Deputy Finance Director 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 June 30, 2016. BACKGROUND INFORMATION: For many years and as a result of a low interest rate environment, the Commission's quarterly investment reports reflected investments primarily concentrated in the Riverside County Pooled Investment Fund (RCPIF). Other investments included the state Local Agency Investment Fund and mutual funds. 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. Logan invested the SR-91 CIP debt proceeds during the first quarter of Fiscal Year 2013/14 in the Short -Term Actively Managed Program (STAMP). Payden & Rygel was authorized to make specific investments for the Commission's operating funds beginning with the third quarter of FY 2014/15. Commencing June 2015, the Commission has funded its annual SR-91 CIP equity contributions; the funds were invested by Logan in a separate STAMP account. Agenda Item 7D 20 The quarterly investment report for the fourth quarter of FY 2015/16 as required by state law and Commission policy reflects the increased investment activities resulting from the SR-91 CIP and available operating cash. The quarterly investment report includes the following information: • Investment Portfolio Report; • STAMP Portfolio by Investment Category; • STAMP Portfolio by Account; • STAMP Portfolio Transaction Report by Account; • STAMP Portfolio Summary of investments by credit rating, industry group, asset class, security type and market sector; • STAMP Portfolio Toll Revenue Project Senior Lien Fund Summary of investments by credit rating, industry group, asset class, security type and market sector; • STAMP Portfolio Toll Revenue Project Sales Tax Revenue Fund Summary of investments by credit rating, industry group, asset class, security type and market sector; • STAMP Portfolio Toll Revenue Series A & Series B Reserve Fund Summary of investments by credit rating, industry group, asset class, security type and market sector; • STAMP Portfolio Toll Revenue Project Capitalized Interest Fund Summary of investments by credit rating, industry group, asset class, security type and market sector; • STAMP Portfolio Sales Tax Revenue Capitalized Interest Fund Summary of investment by credit rating, industry group, asset class, security type and market sector; • STAMP Portfolio Sales Tax Equity Fund Summary of investment by credit rating, industry group, asset class, security type and market sector; • Logan Circle Partners, L.P. Short Duration Second Quarter 2016 Review; • Payden & Rygel Operating Portfolio by Investment Category; • Payden & Rygel Operating Portfolio Transaction Report; • Payden & Rygel Operating Portfolio Second Quarter 2016 Review; and • County of Riverside Investment Report for the Quarter Ended June 30, 2016. The Commission's investments were in full compliance with the Commission's investment policy adopted on April 13, 2016, and investments securities permitted under the Indenture for the Commission's Sales Tax Revenue Bonds and the Master Indenture for the Commission's Toll Revenue Bonds. Additionally, the Commission has adequate cash flows for the next six months. Attachments: 1) Investment Portfolio Report 2) STAMP Portfolio by Investment Category 3) STAMP Portfolio by Account 4) STAMP Portfolio Transaction Report by Account 5) STAMP Portfolio Summary of Investments 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 Agenda Item 7D 21 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) STAMP Portfolio Sales Tax Equity Fund Summary of Investments 12) Payden & Rygel Operating Portfolio by Investment Category 13) Payden & Rygel Operating Portfolio Transaction Report 14) Logan Circle Partners, L.P. Short Duration Quarterly Review 15) Payden & Rygel Operating Portfolio Quarterly Review 16) County of Riverside Investment Report Agenda Item 7D 22 ATTACHMENT 1 Riverside County Transportation Commission Investment Portfolio Report Period Ended: June 30, 2016 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 24,637,885 A3/BBB+ N/A N/A County Treasurer's Pooled Investment Fund 316,552,748 Aaa-bf/AAAN1 N/A 0.67 % Local Agency Investment Fund (LAIF) 3,649,202 Not Rated N/A N/A Subtotal Operating Funds 344,839,834 FUNDS HELD IN TRUST County Treasurer's Pooled Investment Fund: Local Transportation Fund 101,027,729 Aaa-bf/AAAN1 N/A 0.67% Subtotal Funds Held in Trust 101,027,729 COMMISSION MANAGED PORTFOLIO US Bank Payden & Rygel Operating First American Government Obligation Fund Subtotal Commission Managed Portfolio 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 Sales Tax Revenue Equity Fund Subtotal STAMP Portfolio TOTAL All Cash and Investment 50,669,457 21,938,266 Aaa-mf/-/AAAm 72,607,723 35,484,552 5,226,632 19,515,395 11,650,222 36,631,929 68,420,954 176,929,685 $ 695,404,970 $400,000,000 $350,000,000 $300,000,000 $250,000,000 $200,000,000 $150,000,000 $100,000,000 $50,000,000 14.53% 9.84% 10.44% 49.59% See attached report for details N/A N/A Nature of Investments ■ STAMP Portfolio for 91 CIP Reserve ■ STAMP Portfolio for 91 CIP Project Fund ■ STAMP Portfolio for 91 CIP Capitalized Interest ■ STAMP Portfolio for 91 CIP Equity ■ Commission Managed Portfolio ■ Trust Funds — Operating Funds See attached report for details See attached report for details See attached report for details See attached report for details See attached report for details See attached report for details 0.92% Money Market Funds 31.71% Fixed Income 0.52% LAIF 0.10% Cash 3.15% Mutual Funds 63.60%County Pool/Cash 23 ATTACHMENT 2 pig Co1111ty Too lion Commission STAMP Portfolio by Investment Category for quarter ended June 30, 2016 Source Account 256350023 Account LC- Sr Lien Reserve Fund-1 Identifier 3135GOD75 Secs Category Issuer Final Maturity 06/22/2020 Trade Date 05/06/2015 Current Face Value 600,000.00 Original Cost 593,490.00 all Date --- Base Market Value 611,526.00 Base Net Total Unrealized Gain/Loss 16,627.39 Coupon 1.500 Summarized Yield Credit Rating 1.006 AAA Agency Federal National Mortgage Association Fannie Mae Federal Farm Credit Banks Consolidated Systemwide 256350005 LC -Project Fund-Toll2 3133EECD0 Agency Bonds 06/20/2017 06/15/2015 500,000.00 500,308.15 --- 499,865.00 (283.42) 0.478 0.524 AAA 256350023 LC -Sr Lien Reserve Fund-1 3137EADR7 Agency Federal Home Loan Mortgage Corporation 05/01/2020 05/15/2015 475,000.00 471,527.75 --- 482,163.00 9,872.69 1.375 0.973 AAA 256350023 LC -Sr Lien Reserve Fund-1 3137EACA5 Agency Federal Home Loan Mortgage Corporation 03/27/2019 07/05/2013 800,000.00 875,900.00 --- 863,744.00 26,322.22 3.750 0.805 AAA 256350023 LC -Sr Lien Reserve Fund-1 3137EADB2 Agency Federal Home Loan Mortgage Corporation 01/13/2022 --- 750,000.00 737,385.50 --- 794,362.50 50,637.59 2.375 1.265 AAA 256350023 LC -Sr Lien Reserve Fund-1 3136G3JZ9 Agency Federal National Mortgage Association Fannie Mae 04/26/2019 05/31/2016 200,000.00 200,960.00 10/26/2016 200,918.00 121.40 2.000 0.571 AAA 205091001 LC-2013 A Capitalized Interest 31392HWL3 Agency CMO Federal National Mortgage Association Fannie Mae 02/25/2018 07/12/2013 19,251.50 20,322.37 --- 19,603.03 36.08 5.000 0.782 AAA 256350023 LC -Sr Lien Reserve Fund-1 3137AEV77 Agency CMO Federal Home Loan Mortgage Corporation 05/25/2018 07/03/2013 250,252.11 257,544.62 --- 256,268.17 3,464.26 2.699 1.252 AAA 256350023 LC -Sr Lien Reserve Fund-1 3137AJMF8 Agency CMO Federal Home Loan Mortgage Corporation 10/25/2021 08/05/2015 30,000.00 31,038.28 --- 31,911.00 1,028.19 2.968 1.627 AAA 205091001 LC-2013 A Capitalized Interest 31392F6C6 Agency CMO Federal National Mortgage Association Fannie Mae 12/25/2017 07/09/2013 117,242.71 124,368.87 --- 119,061.14 (101.77) 5.000 0.762 AAA 256350023 LC -Sr Lien Reserve Fund-1 383771289 Agency CMO The Government National Mortgage Association Guaranteed REMIC Pass -Through Securities 10/20/2039 07/05/2013 119,825.26 123,490.22 --- 125,250.94 2,357.78 3.500 1.722 AAA 205091001 LC-2013 A Capitalized Interest 31393EXC8 Agency CMO_ Federal National Mortgage Association Fannie Mae 09/25/2018 07/24/2013 180,932.92 _ 191,280.03 --- 185,662.52 675.02 4.500 0.987 AAA 256350022 LC -Sr Lien Ob Fund -I Interest 31393EXC8 Agency CMO Federal National Mortgage Association Fannie Mae 09/25/2018 07/24/2013 20,103.66 21,253.34 --- 20,629.17 75.00 4.500 0.987 AAA 256350005 LC -Project Fund -Toll 2 3137AH6Q6 Agency CMO_ Federal Home Loan Mortgage Corporation 08/25/2018 06/24/2016 472,775.78 _ 484,521.31 --- 484,571.54 64.79 2.412 1.050 AAA 256350023 LC -Sr Lien Reserve Fund-1 31392D83 Agency CMO Federal National Mortgage Association Fannie Mae 03/25/2018 07/08/2013 14,354.56 15,144.06 --- 14,622.85 39.65 5.000 0.733 AAA The Government National Mortgage Association 256350023 LC -Sr Lien Reserve Fund-1 38376GB33 Agency CMO Guaranteed REMIC Pass -Through Securities 10/16/2044 01/23/2015 334,698.07 343,555.95 --- 340,123.53 (2,665.67) 3.500 2.125 AAA 256350005 LC -Project Fund -Toll 2 3137A2AZ4 Agency CMO Federal Home Loan Mortgage Corporation 05/25/2020 07/01/2015 343,016.95 353,361.05 --- 349,403.92 93.61 2.757 1.075 AAA 256350023 LC -Sr Lien Reserve Fund-1 3137AUPE3 Agency CMO Federal Home Loan Mortgage Corporation 06/25/2022 07/03/2013 235,000.00 220,358.40 --- 244,012.25 19,307.78 2.396 1.685 AAA 205091001 LC-2013 A Capitalized Interest 31392BVM5 Agency CMO Federal National Mortgage Association Fannie Mae 02/25/2017 07/11/2013 7,479.84 7,895.91 --- 7,524.05 (9.12) 5.500 0.137 AAA 256350005 LC -Project Fund -Toll 2 38378BR35 Agency CMO Government National Mortgage Association 11/16/2042 07/10/2015 338,065.78 330,459.30 --- 332,298.38 1,789.91 1.333 1.775 AAA 256350023 LC -Sr Lien Reserve Fund-1 38378CRT6 Agency CMO The Government National Mortgage Association Guaranteed REMIC Pass -Through Securities 10/20/2040 05/22/2014 101,565.80 98,074.48 --- 101,596.27 3,128.60 2.000 1.966 AAA 256350023 LC -Sr Lien Reserve Fund-1 3137A7E22 Agency CMO Federal Home Loan Mortgage Corporation 04/15/2028 07/08/2013 146,796.34 151,980.08 --- 150,316.52 2,267.20 3.500 0.990 AAA 256350023 LC -Sr Lien Reserve Fund-1 3137B03W2 Agency CMO Federal Home Loan Mortgage Corporation 08/25/2017 07/31/2013 34,731.89 34,704.75 --- 34,841.29 143.53 1.426 0.889 AAA The Government National Mortgage Association 256350023 LC -Sr Lien Reserve Fund-1 38376T5Z1 Agency CMO Guaranteed REMIC Pass -Through Securities 01/16/2039 01/26/2015 141,520.50 147,853.54 --- 147,859.20 631.69 3.000 1.649 AAA 256350023 LC -Sr Lien Reserve Fund-1 38377RSZ9 Agency CMO The Government National Mortgage Association Guaranteed REMIC Pass -Through Securities 06/16/2039 01/21/2015 49,322.60 52,272.53 --- 51,557.90 (448.68) 4.500 1.702 AAA 256350005 LC -Project Fund -Toll 2 3136A8G38 Agency CMO_ Federal National Mortgage Association Fannie Mae 08/25/2017 --- 184,363.67 _ 184,934.01 --- 184,695.53 99.85 1.246 1.368 AAA 256350005 LC -Project Fund -Toll 2 3137A85H7 Agency CMO Federal Home Loan Mortgage Corporation 12/15/2039 07/13/2015 135,046.99 140,786.49 --- 141,761.53 1,366.90 3.500 1.104 AAA 256350005 LC -Project Fund-Toll2 3137AILC5 Agency CMO Federal Home Loan Mortgage Corporation 08/15/2020 08/31/2015 80,727.07 82,013.66 --- 81,779.75 57.62 2.000 0.793 AAA 256350022 LC -Sr Lien Ob Fund-1 Interest 3136A4M89 Agency CMO Federal National Mortgage Association Fannie Mae 01/25/2019 07/05/2013 160,863.65 161,887.90 --- 163,226.73 1,992.35 1.934 1.359 AAA 256350023 LC -Sr Lien Reserve Fund-1 38378BX20 Agency CMO Government National Mortgage Association 06/16/2051 03/17/2015 64,677.07 63,238.48 --- 63,141.64 (41.94) 1.240 1.750 AAA 256350023 LC -Sr Lien Reserve Fund-1 38378B7E3 Agency CMO Government National Mortgage Association 05/16/2046 05/22/2015 225,752.57 216,987.02 --- 219,729.49 2,558.75 1.744 2.177 AAA 256350005 LC -Project Fund -Toll 2 3137AQT24 Agency CMO Federal Home Loan Mortgage Corporation 01/25/2019 --- 340,000.00 347,162.50 --- 348,180.40 1,427.26 2.130 1.082 AAA 256350005 LC -Project Fund-Toll2 3133XY2H7 Agency CMO FHLBanks Office of Finance 04/20/2017 07/13/2015 252,119.58 258,974.08 --- 255,971.96 266.16 2.900 1.249 AA The Government National Mortgage Association 256350023 LC -Sr Lien Reserve Fund-1 38377RVK8 Agency CMO Guaranteed REMIC Pass -Through Securities 04/20/2039 --- 163,213.80 _ 167,816.93 --- 170,478.44 3,528.55 3.000 1.398 AAA 256350023 LC -Sr Lien Reserve Fund-1 3136A7MJ8 Agency CMO Federal National Mortgage Association Fannie Mae 12/25/2019 08/20/2013 125,176.71 123,318.61 --- 125,947.80 1,555.79 1.520 1.269 AAA 256350023 LC -Sr Lien Reserve Fund-1 3137ASNH3 Agency CMO_ Federal Home Loan Mortgage Corporation 09/25/2021 07/03/2013 315,228.17 _ 308,049.34 --- 316,854.74 _ 6,195.55 1.459 1.213 AAA 256350023 LC -Sr Lien Reserve Fund-1 3136A72D3 Agency CMO Federal National Mortgage Association Fannie Mae 04/25/2022 07/03/2013 395,000.00 375,250.00 --- 412,518.25 31,314.26 2.482 1.625 AAA 256350022 LC -Sr Lien Ob Fund-1 Interest 3137ASNH3 Agency CMO_ Federal Home Loan Mortgage Corporation 09/25/2021 08/15/2013 315,228.17 _ 306,953.43 --- 316,854.74 6,975.62 1.459 1.213 _ AAA 205091001 LC-2013 A Capitalized Interest 31392FPP6 Agency CMO Federal National Mortgage Association Fannie Mae 11/25/2017 07/15/2013 70,519.30 74,684.35 --- 71,493.17 (126.25) 5.000 0.959 AAA 205091001 LC-2013 A Capitalized Interest 3136A8G38 Agency CMO Federal National Mortgage Association Fannie Mae 08/25/2017 07/08/2013 1,825,795.16 1,798,836.15 --- 1,829,081.59 12,230.67 1.246 1.368 AAA 256350022 LC -Sr Lien Ob Fund-1 Interest 3136A8G38 Agency CMO Federal National Mortgage Association Fannie Mae 08/25/2017 07/08/2013 553,091.04 544,924.31 --- 554,086.61 3,705.06 1.246 1.368 AAA 256350005 LC -Project Fund -Toll 2 31394GH22 Agency CMO Federal Home Loan Mortgage Corporation 07/15/2018 07/20/2015 85,281.36 88,399.47 --- 87,433.87 497.23 4.500 1.105 AAA 256350005 LC -Project Fund -Toll 2 3137AQV V7 Agency CMO Federal Home Loan Mortgage Corporation 10/25/2018 06/06/2016 166,613.60 167,290.47 --- 167,576.63 300.47 1.560 0.969 AAA 256350005 LC -Project Fund -Toll 2 3137ANLP8 Agency CMO Federal Home Loan Mortgage Corporation 11/25/2016 --- 97,246.55 98,042.10 --- 97,264.05 (101.26) 1.655 1.144 AAA 256350023 LC -Sr Lien Reserve Fund-1 38378B7F0 Agency CMO Government National Mortgage Association 12/16/2042 --- 450,000.00 427,324.22 --- 440,928.00 12,888.85 2.273 2.912 AAA 256350023 LC -Sr Lien Reserve Fund-1 3137AQT24 Agency CMO Federal Home Loan Mortgage Corporation 01/25/2019 10/21/2013 170,000.00 171,195.31 --- 174,090.20 3,635.36 2.130 1.082 AAA 256350023 LC -Sr Lien Reserve Fund-1 38376WA62 Agency CMO The Goverment National Mortgage Association Guaranteed REMIC Pass -Through Securities 10/20/2039 01/21/2015 113,725.93 119,399.59 --- 120,908.86 1,101.46 4.000 1.556 AAA The Government National Mortgage Association 256350023 LC -Sr Lien Reserve Fund-1 38378TAF7 Agency CMO Guaranteed REMIC Pass -Through Securities 07/20/2041 07/05/2013 209,675.02 209,706.63 --- 217,147.84 7,591.63 2.500 1.474 AAA 256350022 LC -Sr Lien Ob Fund -I Interest 31393 V2T7 Agency CMO Federal Home Loan Mortgage Corporation 06/15/2018 07/08/2013 102,542.54 108,454.75 --- 104,725.67 198.38 4.500 0.336 AAA 205091001 LC-2013 A Capitalized Interest 31393V2T7 Agency CMO Federal Home Loan Mortgage Corporation 06/15/2018 07/08/2013 337,615.81 357,081.47 --- 344,803.65 653.16 4.500 0.336 AAA 256350005 LC -Project Fund -Toll 2 3137AH6B9 Agency CMO Federal Home Loan Mortgage Corporation 10/25/2020 --- 191,888.69 195,813.80 --- 195,219.87 174.17 2.257 1.074 AAA The Government National Mortgage Association 256350023 LC -Sr Lien Reserve Fund-1 38377DPX8 Agency CMO Guaranteed REMIC Pass -Through Securities 11/20/2036 12/31/2013 7,915.26 8,297.74 --- 7,931.80 (29.13) 2.500 0.695 AAA 256350023 LC -Sr Lien Reserve Fund-1 31395E7P5 Agency CMO Federal Home Loan Mortgage Corporation 08/15/2019 07/09/2013 63,266.74 66,934.23 --- 64,758.56 (165.36) 4.500 1.276 AAA 256350023 LC -Sr Lien Reserve Fund-1 31394DVM9 Agency CMO Federal National Mortgage Association Fannie Mae 02/25/2034 06/19/2014 127,749.55 135,075.19 --- 133,253.00 803.47 5.000 1.474 AAA 256350023 LC -Sr Lien Reserve Fund-1 38378KXW4 Agency MBS The Government National Mortgage Association Guaranteed REMIC Pass -Through Securities 02/16/2037 12/11/2014 192,110.79 191,180.26 --- 191,019.60 (210.29) 1.705 2.047 AAA 256350005 LC -Project Fund -Toll 2 36225FGM5 Agency MBS Ginnie Mae 11 08/20/2041 08/06/2015 102,804.70 _ 106,402.87 --- 105,974.17 (309.81) 1.875 1.117 AAA 256350023 LC -Sr Lien Reserve Fund-1 31413XVG5 Agency MBS Federal National Mortgage Association Fannie Mae 06/01/2019 08/04/2014 200,000.00 218,500.00 --- 208,638.00 (906.66) 4.506 2.111 AAA 256350023 LC -Sr Lien Reserve Fund-1 38379KDN5 Agency MBS Government National Mortgage Associa[ion 09/16/2055 08/05/2015 191,434.20 _ 186,543.65 --- 192,961.84 _ 6,168.33 2.100 2.391 AAA 256350023 LC -Sr Lien Reserve Fund-1 3136A4M48 Agency MBS Federal National Mortgage Association Fannie Mae 01/25/2022 07/05/2013 329,463.64 330,390.25 --- 337,202.74 7,373.23 2.098 1.393 AAA 256350005 LC -Project Fund -Toll 2 38378NNA7 Agency MBS The Government National Mortgage Association Guaranteed REMIC Pass -Through Securities 05/16/2038 06/26/2015 572,901.01 576,817.33 --- 579,059.70 2,444.72 2.250 1.945 AAA 24 Page 2 of 34 Merside County TronspoMica Commission STAMP Portfolio by Investment Category for quarter ended June 30, 2016 Source Account 256350023 Account LC -Sr Lien Reserve Fund-1 Identifier 31381PEB0 Security Type Category Agency MBS Issuer Federal National Mortgage Association Fannie Mae Final Maturity 11/01/2020 Trade Date 09/26/2014 Current Face Value 262,482.35 Next Call Original Cost Date Base Market Value 284,053.15 Base Net Total Unrealized Gain/Loss 13,471.25 Coupon 3.370 Yield 1.626 Summarized Credit Rating AAA 276,385.71 --- 256350023 LC -Sr Lien Reserve Fund-1 3137A7JU5 Agency MBS Federal Home Loan Mortgage Corporation l 1/25/2017 07/03/2013 325,000.00 351,203.13 -- 334,925.50 2,533.05 3.882 1.235 AAA 256350023 LC -Sr Lien Reserve Fund-1 38378KRS0 Agency MBS The Government National Mortgage Association Guaranteed REMIC Pass -Through Securities 07/16/2043 05/08/2015 450,000.00 434,460.94 --- 452,385.00 17,400.79 2.389 2.418 AAA _ 256350005 LC -Project Fund-Toll2 3136AEYG6 Agency MBS Federal National Mortgage Association Fannie Mae 06/25/2018 07/02/2015 209,392.08 212,009.49 --- 212,133.02 1,048.88 1.825 1.203 AAA 256350023 LC -Sr Lien Reserve Fund-1 38378KWU9 Agency MBS The Government National Mortgage Association Guaranteed REMIC Pass -Through Securities 11/16/2041 05/22/2015 65,668.74 64,021.89 --- 64,055.26 (30.14) 1.400 2.245 AAA 256350005 LC -Project Fund-Toll2 36225FLU1 Agency MBS Ginnie Mae II 02/20/2042 08/06/2015 214,445.88 221,750.44 --- 222,487.61 983.42 2.000 0.879 AAA 256350023 LC -Sr Lien Reserve Fund-1 38378XP62 Agency MBS The Government National Mortgage Association Guaranteed REMIC Pass -Through Securities 05/16/2055 05/14/2015 453,306.38 458,901.88 --- 469,348.89 10,678.25 2.500 1.785 AAA 256350005 LC -Project Fund -Toll 2 3138EKUP8 Agency MBS Federal National Mortgage Association Fannie Mae 03/01/2025 09/21/2015 191,726.62 202,046.91 --- 198,254.91 (2,746.59) 5.000 2.161 AAA 256350023 LC -Sr Lien Reserve Fund-1 31404WTT3 Agency MBS Federal National Mortgage Association Fannie Mae 05/01/2019 12/31/2013 56,032.10 62,461.36 --- 57,622.85 (1,736.73) 4.500 1.857 AAA 256350023 LC -Sr Lien Reserve Fund-1 31417YKF3 Agency MBS Federal National Mortgage Association Fannie Mae 01/01/2030 07/10/2013 123,703.37 130,507.06 --- 134,943.06 4,654.42 4.500 1.796 AAA 256350023 LC -Sr Lien Reserve Fund-1 31385XBG1 Agency MBS Federal National Mortgage Association Fannie Mae 03/01/2018 09/13/2013 6,794.87 7,236.53 --- 6,907.12 (18.50) 6.000 1.539 AAA 256350023 LC -Sr Lien Reserve Fund-1 31416YXJ2 Agency MBS Federal National Mortgage Association Fannie Mae 08/01/2026 07/03/2013 53,504.04 56,020.40 --- 56,804.70 1,416.78 3.500 1.277 AAA 256350022 LC -Sr Lien Ob Fund -I Interest 31402RBG3 Agency MBS Federal National Mortgage Association Fannie Mae 09/01/2019 --- 33,099.48 35,504.08 --- 34,101.40 (145.97) 6.000 1.590 AAA 205091001 LC-2013 A Capitalized Interest 31402RBG3 Agency MBS Federal National Mortgage Association Fannie Mae 09/01/2019 --- 113,195.43 121,407.13 --- 116,621.85 (495.39) 6.000 1.590 AAA 256350005 LC -Project Fund-Toll2 3138L1TX7 Agency MBS Federal National Mortgage Association Fannie Mae 11/01/2017 06/18/2015 306,430.02 307,818.54 --- 306,417.76 (659.93) 1.660 1.643 AAA 256350022 LC -Sr Lien Ob Fund-1 Interest 31385JLF3 Agency MBS Federal National Mortgage Association Fannie Mae 08/01/2017 09/18/2013 56,426.00 60,234.76 --- 57,365.49 (221.47) 6.000 1.511 AAA 256350023 LC -Sr Lien Reserve Fund-1 38378KSL4 Agency MBS The Government National Mortgage Association Guaranteed REMIC Pass -Through Securities 12/16/2046 --- 425,000.00 415,829.11 --- 436,122.25 20,131.89 2.785 2.763 AAA 256350023 LC -Sr Lien Reserve Fund-1 3137B6ZL8 Agency MBS Federal Home Loan Mortgage Corporation 12/25/2019 01/07/2014 31,744.71 32,379.24 --- 32,196.44 133.33 2.075 1.010 AAA 256350005 LC -Project Fund-Toll2 36225EUY6 Agency MBS Ginnie Maell 09/20/2039 09/17/2015 94,723.57 97,417.29 --- 96,777.18 (551.43) 1.875 1.476 AAA 256350023 LC -Sr Lien Reserve Fund-1 31418AFW3 Agency MBS Federal National Mortgage Association Fannie Mae 06/01/2022 07/10/2013 177,128.47 182,940.50 --- 185,914.04 4,868.71 3.000 0.513 AAA 256350023 LC -Sr Lien Reserve Fund-1 3138L3308 Agency MBS Federal National Mortgage Association Fannie Mae 06/01/2020 11/12/2015 100,000.00 99,875.00 --- 102,806.00 2,950.06 2.010 1.143 AAA 205091001 LC-2013 A Capitalized Interest 31410GSQ7 Agency MBS Federal National Mortgage Association Fannie Mae 12/01/2017 07/05/2013 53,000.28 56,909.05 --- 53,941.03 (316.55) 6.000 1.918 AAA 256350023 LC -Sr Lien Reserve Fund-1 38378B6A2 Agency MBS Government National Mortgage Association 11/16/2052 01/22/2015 134,496.46 130,256.67 --- 133,138.05 2,926.21 1.826 1.992 AAA 205091001 LC-2013 A Capitalized Interest 31294LPZ0 Agency MBS Federal Home Loan Mortgage Corporation 12/01/2016 07/05/2013 20,776.59 21,964.75 --- 20,862.81 (62.69) _ 6.000 2.032 AAA 205091001 LC-2013 A Capitalized Interest 36200AFG9 Agency MBS Government National Mortgage Association 11/15/2017 07/09/2013 15,087.61 16,077.73 --- 15,327.50 (127.76) 5.500 2.164 AAA 205091001 LC-2013 A Capitalized Interest 3128MBTH0 Agency MBS Federal Home Loan Mortgage Corporation 03/01/2019 07/26/2013 62,840.31 66,610.72 --- 64,504.95 (114.87) 5.000 1.762 AAA 205091001 LC-20I3 A Capitalized Interest 36290WH47 Agency MBS Government National Mortgage Association 09/15/2018 07/18/2013 522,933.97 555,617.34 --- 532,587.33 (6,677.11) 4.500 2.211 AAA 205091001 LC-2013 A Capitalized Interest 3128H4NR6 Agency MBS Federal Home Loan Mortgage Corporation 05/01/2018 07/16/2013 45,329.22 48,020.64 --- 46,519.57 27.25 _ 5.000 1.233 AAA 205091001 LC-2013 A Capitalized Interest 31402QT68 Agency MBS Federal National Mortgage Association Fannie Mae 10/01/2019 07/11/2013 132,836.20 143,504.61 --- 138,242.63 (452.93) 6.000 1.406 AAA 205091001 LC-2013 A Capitalized Interest 3128PGLY7 Agency MBS Federal Home Loan Mortgage Corporation 05/01/2017 07/17/2013 64,333.88 67,791.83 --- 65,964.10 788.51 5.000 -1.838 AAA 205091001 LC-2013 A Capitalized Interest 3128GNR59 Agency MBS Federal Home Loan Mortgage Corporation 10/01/2016 07/05/2013 19,928.08 21, 111.31 --- 19,995.84 (43.05) 6.000 2.494 AAA 256350023 LC -Sr Lien Reserve Fund-1 3128MMAK9 Agency MBS Federal Home Loan Mortgage Corporation 09/01/2019 07/08/2013 101,430.16 107,832.94 --- 105,310.88 179.50 5.000 1.750 AAA 205091001 LC-2013 A Capitalized Interest 31401MWC1 Agency MBS Federal National Mortgage Association Fannie Mae 06/01/2018 07/12/2013 429,056.27 457,481.25 --- 440,353.32 355.52 4.500 1.041 AAA 205091001 LC-2013 A Capitalized Interest 3128PHVS7 Agency MBS Federal Home Loan Mortgage Corporation 11/01/2019 07/16/2013 32,387.64 34,128.47 --- 33,230.37 96.82 5.000 0.685 AAA 205091001 LC-20I3 A Capitalized Interest 3132FEAK7 Agency MBS Federal Home Loan Mortgage Corporation 12/01/2017 07/03/2013 72,305.60 76,621.35 --- 74,148.67 211.62 5.000 0.260 AAA 256350023 LC -Sr Lien Reserve Fund-1 3136AEYG6 Agency MBS Federal National Mortgage Association Fannie Mae 06/25/2018 11/20/2013 134,327.00 135,386.93 --- 136,085.34 1,357.57 1.825 1.203 AAA 256350005 LC -Project Fund-Toll2 3137A7JU5 Agency MBS Federal Home Loan Mortgage Corporation 11/25/2017 06/03/2016 430,000.00 442,345.70 --- 443,132.20 1,430.95 3.882 1.235 AAA 256350005 LC -Project Fund -Toll 2 55315FAB6 Asset Backed MMAF EQUIP FIN LLC 2016-A 12/17/2018 05/03/2016 275,000.00 274,996.84 --- 275,269.50 272.51 1.390 1.285 AAA 256350005 LC -Project Fund -Toll 2 47787UAD5 Asset Backed John Deere Owner Trust 2015 06/17/2019 --- 600,000.00 600,819.73 --- 602, I84.00 1,577.27 1.320 0.964 AAA 256350005 LC -Project Fund-Toll2 161571FK5 Asset Backed Chase Issuance Trust 08/16/2021 12/10/2015 150,000.00 148,359.38 --- 151,951.50 3,355.65 1.580 1.159 AAA 256350005 LC -Project Fund-Toll2 58768WAD1 Asset Backed Mercedes-Benz Auto Receivables Trust 2013-1 11/15/2019 06/16/2015 350,000.00 351,066.41 --- 350,227.50 (261.87) 1.130 1.081 AAA 256350005 LC -Project Fund -Toll 2 02582JGG9 Asset Backed American Express Credit Account Master Trust 05/17/2021 02/26/2016 300,000.00 300,468.75 --- 300,219.00 (197.21) 0.862 0.854 AAA 256350005 LC -Project Fund -Toll 2 36159LBW5 Asset Backed GE Dealer Floorplan Master Not 04/22/2019 05/03/2016 300,000.00 300,656.25 --- 300,714.00 163.05 1.198 0.941 AAA 256350005 LC -Project Fund -Toll 2 65478QAD0 Asset Backed Nissan Auto Lease Trust 2016-A 03/15/2019 05/17/2016 155,000.00 154,992.99 --- 155,469.65 476.45 1.490 1.331 AAA 256350005 LC -Project Fund -Toll 2 58769AAD8 Asset Backed Mercedes-Benz Auto Lease Trust 2015-B 07/16/2018 --- 600,000.00 600,906.74 --- 601,518.00 619.60 1.340 1.103 AAA 256350005 LC -Project Fund-Toll2 90290KAD7 Asset Backed USAA Auto Owner Trust 2014-1 05/15/2019 06/12/2015 445,000.00 443,991.80 --- 445,102.35 560.91 0.940 0.914 AAA 256350005 LC -Project Fund -Toll 2 43814KAC5 Asset Backed Honda Auto Receivables 2015-1 Owner Trust 10/15/2018 06/02/2016 600,000.00 600,093.75 --- 600,948.00 861.68 1.050 0.866 AAA 256350005 LC -Project Fund-Toll2 161571HB3 Asset Backed Chase Issuance Trust 05/17/2021 06/07/2016 500,000.00 500,878.91 --- 500,145.00 (718.43) 0.852 0.868 AAA 256350005 LC -Project Fund-Toll2 161571GJ7 Asset Backed Chase Issuance Trust 01/15/2019 --- 500,000.00 500,726.56 --- 501,000.00 536.83 1.150 0.785 AAA 256350005 LC -Project Fund-Toll2 58772PAC2 Asset Backed Mercedes-Benz Auto Receivables Trust 2015-1 06/15/2018 08/04/2015 268,704.57 268,736.06 --- 268,822.80 (2.46) 0.712 0.640 AAA 256350005 LC -Project Fund-Toll2 161571GQ1 Asset Backed Chase Issuance Trust 11/15/2019 10/28/2015 120,000.00 120,510.94 --- 120,622.80 277.13 1.380 1.002 AAA 256350005 LC -Project Fund-Toll2 36159LCR5 Asset Backed GE Dealer Floorplan Master Not 01/20/2020 06/07/2016 110,000.00 109,759.38 --- 109,654.60 (113.55) 0.948 1.172 AAA 256350005 LC -Project Fund -Toll 2 477877AD6 Asset Backed John Deere Owner Trust 2014-B 11/15/2018 --- 452,257.61 452,225.81 --- 452,447.56 221.18 1.070 1.012 AAA 256350005 LC -Project Fund-Toll2 60689LAC9 Asset Backed MMAF EQUIP FIN LLC 2013-A 12/11/2017 08/05/2015 60,724.50 60,752.96 --- 60,722.07 (13.82) 1.030 1.049 AAA 256350001 LC -Project Fund-2 Senior Lien 55314MAD8 Asset Backed MMAF Equipment Finance LLC 2011-A 07/15/2017 I1/04/2015 3,623.17 3,631.67 --- 3,625.09 0.75 2.100 0.828 AAA 256350005 LC -Project Fund-Toll2 55315GAC2 Asset Backed MMAF EQUIP FIN LLC 2015-A 10/16/2019 --- 282,000.00 281,080.94 --- 282,349.68 904.50 1.390 1.277 AAA 256350005 LC -Project Fund-Toll2 161571BQ6 Asset Backed Chase Issuance Trust 04/15/2019 04/27/2016 300,000.00 299,730.47 --- 299,793.00 47.53 0.492 0.623 AAA 256350005 LC -Project Fund-Toll2 02582JGS3 Asset Backed American Express Credit Account Master Trust 01/15/2020 07/13/2015 500,000.00 500,859.38 --- 502,030.00 1,618.29 1.260 0.836 AAA 256350005 LC -Project Fund-Toll2 62888WAA4 CMO NCUA GTD NTS TR 2010-R3 12/08/2020 --- 516,472.13 518,518.78 --- 517,406.94 (1,079.60) 0.996 1.062 AAA 256350005 LC -Project Fund-Toll2 62888YAA0 CMO NCUA Guaranteed Notes Trust 2011-RI 01/08/2020 07/14/2015 203,199.18 204,183.43 --- 203,611.67 (360.93) 0.915 1.062 AAA 256350001 LC -Project Fund-2 Senior Lien 69350AGD4 CP Ppg Industries, Inc. 07/13/2016 05/19/2016 1,500,000.00 1,498,120.83 --- 1,499,715.00 125.00 0.000 0.571 AA 256350005 LC -Project Fund-Toll2 44890MG14 CP Hyundai Capital America 07/01/2016 06/07/2016 1,200,000.00 1,199,432.00 --- 1,200,000.00 0.00 0.000 0.000 AA 256350001 LC -Project Fund-2 Senior Lien 05333TG80 CP AutoZone, Inc. 07/08/2016 06/14/2016 1,600,000.00 1,599,285.33 --- 1,599,824.00 32.45 0.000 0.567 AA 256350005 LC -Project Fund-Toll2 78513KG70 CP S&P Global Inc. 07/07/2016 06/07/2016 1,200,000.00 1,199,150.00 --- 1,199,892.00 62.00 0.000 0.541 AA 256350001 LC -Project Fund-2 Senior Lien 6116M2G52 CP Monsanto Company 07/05/2016 05/31/2016 700,000.00 699,421.53 --- 699,958.00 24.11 0.000 0.541 AA 256350001 LC -Project Fund-2 Senior Lien 07588LGC6 CP Becton, Dickinson and Company 07/12/2016 06/07/2016 1,600,000.00 1,598,896.90 --- 1,599,728.00 84.89 0.000 0.557 AA 256350001 LC -Project Fund-2 Senior Lien 78513KG62 CP S&P Global Inc. 07/06/2016 06/06/2016 1,600,000.00 1,598,942.22 --- 1,599,872.00 60.89 0.000 0.577 AA 256350001 LC -Project Fund-2 Senior Lien 28103AGJ7 CP Edison International 07/18/2016 06/28/2016 1,600,000.00 1,599,404.45 --- 1,599,584.00 90.22 0.000 0.551 AA 25 Page 3 of 34 Mende Counly TranslwrloHon Commission STAMP Portfolio by Investment Category for quarter ended June 30, 2016 Source Account Account Identifier Sec Category Issuer Final Maturity Trade Date Current Face Value Original Cost Next Call Date Base Market Value Base Net Total Unrealized Gain/Loss Coupon Summarized Yield Credit Rating 256350001 LC -Project Fund-2 Senior Lien 0255E2GF1 CP American Electric Power Company, Inc. 07/15/2016 06/20/2016 1,600,000.00 1,599,122.22 --- 1,599,648.00 139.56 0.000 0.567 AA 256350001 LC -Project Fund-2 Senior Lien 41282JH2O _CP Harley-Davidson Financial Services, Inc. 08/02/2016 06/21/2016 1,600,000.00 1,598,674.67 --- 1,599,120.00 129.78 0.000 0.620 AA 256350022 LC -Sr Lien Ob Fund -I Interest 92780JH2O CP Virginia Electric and Power Company 08/02/2016 06/23/2016 150,000.00 149,881.67 --- 149,917.50 12.16 0.000 0.620 AAA 256350001 LC -Project Fund-2 Senior Lien 92780JH2O CP Virginia Electric and Power Company 08/02/2016 06/28/2016 1,350,000.00 1,349,109.00 --- 1,349,257.50 121.50 0.000 _0.620 AAA 256350005 LC -Project Fund-Toll2 44331BG56 CP HP Inc. 07/05/2016 06/23/2016 2,000,000.00 1,999,473.34 --- 1,999,880.00 55.55 0.000 0.541 AA 256350001 LC -Project Fund-2 Senior Lien 27743JGC1 CP Eastman Chemical Company 07/12/2016 06/21/2016 1,600,000.00 1,599,328.00 --- 1,599,728.00 80.00 0.000 0.557 AA 256350001 LC -Project Fund-2 Senior Lien 07787PGN2 CP The Bell Telephone Company of Canada Or Bell Canada 07/22/2016 06/23/2016 1,700,000.00 1,698,945.52 --- 1,699,439.00 202.59 0.000 0.567 AA 256350001 LC -Project Fund-2 Senior Lien 6362P2GR1 CP National Grid USA 07/25/2016 06/20/2016 1,600,000.00 1,598,957.78 --- 1,599,408.00 122.67 0.000 0.556 AA 256350005 LC -Project Fund-Toll2 43357LG71 CP Hitachi Capital America Corp. 07/07/2016 06/07/2016 1,200,000.00 1,199,100.00 --- 1,199,892.00 72.00 0.000 0.541 AA 256350001 LC -Project Fund-2 Senior Lien 25737LGK0 CP Dominion Gas Holdings, LLC 07/19/2016 06/08/2016 1,600,000.00 1,598,737.78 --- 1,599,552.00 120.00 0.000 0.561 AAA 256350001 LC -Project Fund-2 Senior Lien 83700EGT9 CP South Carolina Electric & Gas Company 07/27/2016 06/29/2016 1,700,000.00 1,698,876.11 --- 1,699,320.00 363.61 0.000 0.555 AA 256350005 LC -Project Fund -Toll 2 69430LGJ1 CP Pacific Gas and Electric Company 07/18/2016 06/30/2016 900,000.00 899,685.00 --- 899,766.00 63.50 0.000 0.551 AA 256350001 LC -Project Fund-2 Senior Lien 43357LG71 CP Hitachi Capital America Corp. 07/07/2016 06/07/2016 1,500,000.00 1,498,912.50 --- 1,499,865.00 90.00 0.000 0.541 AA 256350001 LC -Project Fund-2 Senior Lien 44890MGN6 CP Hyundai Capital America 07/22/2016 06/28/2016 1,600,000.00 1,599,233.33 --- 1,599,472.00 172.00 0.000 0.567 AA 256350001 LC -Project Fund-2 Senior Lien 66765EG82 CP Northwest Natural Gas Company 07/08/2016 06/02/2016 1,485,000.00 1,484,019.90 --- 1,484,836.65 27.23 0.000 0.567 AA 256350005 LC -Project Fund -Toll 2 83701LGU9 CP South Carolina Fuel Company, Inc. 07/28/2016 06/30/2016 1,500,000.00 1,498,903.34 --- 1,499,370.00 427.49 0.000 0.561 AA 256350001 LC -Project Fund-2 Senior Lien 05635MGD9 CP Bacardi Corporation 07/13/2016 06/16/2016 1,600,000.00 1,599,136.00 --- 1,599,696.00 80.00 0.000 0.571 AA 256350001 LC -Project Fund-2 Senior Lien 83701LGD7 CP South Carolina Fuel Company, Inc. 07/13/2016 06/16/2016 1,600,000.00 1,599,112.00 --- 1,599,696.00 90.67 0.000 0.571 AA 256350005 LC -Project Fund -Toll 2 07787PG51 CP The Bell Telephone Company of Canada Or Bell Canada 07/05/2016 06/07/2016 1,200,000.00 1,199,281.33 --- 1,199,928.00 30.67 0.000 0.541 AA 256350001 LC -Project Fund-2 Senior Lien 69430LGJ1 CP Pacific Gas and Electric Company 07/18/2016 06/14/2016 1,600,000.00 _ 1,598,942.22 --- 1,599,584.00 112.89 0.000 0.551 AA 256350005 LC -Project Fund -Toll 2 16677AG66 CP Chevron Phillips Chemical Company LLC 07/06/2016 06/29/2016 700,000.00 699,918.33 --- 699,944.00 2.34 0.000 0.577 AAA 256350001 LC -Project Fund-2 Senior Lien 60920VGU0 _CP Mondelez International, Inc. 07/28/2016 06/23/2016 1,700,000.00 _ 1,698,810.00 --- 1,699,286.00 204.00 0.000 0.561 AA 256350001 LC -Project Fund-2 Senior Lien 47836JGV5 CP Johnson Controls, Inc. 07/29/2016 06/30/2016 1,000,000.00 999,395.83 --- 1,000,000.00 583.34 0.000 0.000 AA 256350005 LC -Project Fund -Toll 2 05634BG69 CP Bacardi U.S.A., Inc. 07/06/2016 06/08/2016 1,000,000.00 _ 999,385.56 --- 999,920.00 29.72 0.000 0.577 AA 256350001 LC -Project Fund-2 Senior Lien 04635PG60 CP AstraZeneca PLC 07/06/2016 06/03/2016 1,600,000.00 1,599,002.67 --- 1,599,872.00 23.11 0.000 0.577 AA 205091001 LC-2013 A Capitalized Interest 037833AJ9 Corporate Apple Inc. 05/03/2018 06/17/2015 3,000,000.00 _ 2,960,430.00 --- 3,007,380.00 32,976.52 1.000 0.865 AA 256350005 LC -Project Fund-Toll2 00138CAA6 Corporate AIG GLOBAL FDG SR SECD MEDIUMTERM NTS BOOK ENTRY 144A 12/15/2017 --- 700,000.00 702,068.00 --- 703,052.00 1,322.69 1.650 1.347 A 256350022 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 --- 316,863.00 10,113.27 6.250 1.386 A 256350005 LC -Project Fund -Toll 2 553794AA6 Corporate MUFG Americas Holdings Corporation 02/09/2018 --- 350,000.00 348,334.50 01/09/2018 350,332.50 1,442.27 1.625 1.562 A 256350005 LC -Project Fund-Toll2 865622CB8 Corporate Sumitomo Mitsui Banking Corporation 01/18/2019 01/13/2016 250,000.00 _ 250,000.00 --- _251,742.50 _ 1,742.50 1.573 1.296 A 256350005 LC -Project Fund-Toll2 166754AK7 Corporate CHEVRON PHI LLIPS CHEM CO LLC / CHEVRON 05/01/2018 06/11/2015 300,000.00 299,631.00 --- 299,310.00 (453.20) 1.700 1.827 A PHILLIPS CHEM CO LP 256350005 LC -Project Fund -Toll 2 22546QAM9 Corporate Credit Suisse AG 05/26/2017 --- 555,000.00 554,149.80 --- 554,661.45 258.45 1.155 1.208 A 256350022 LC -Sr Lien Ob Fund-1 Interest 05565QCC0 Corporate BP Capital Markets P.L.C. 11/06/2017 07/03/2013 300,000.00 292,194.00 --- 301,047.00 3,550.57 1.375 1.114 A 256350005 LC -Project Fund-Toll2 26442CAD6 Corporate Duke Energy Carolinas, LLC 04/15/2018 06/11/2015 116,000.00 127,422.52 --- 124,203.52 924.67 5.100 1.102 AA 256350005 LC -Project Fund-Toll2 25152RVQ3 Corporate Deutsche Bank Aktiengesellschaft 02/13/2017 01/25/2016 15,000.00 14,971.05 --- 14,984.70 1.90 1.237 1.425 BBB 256350022 LC -Sr Lien Ob Fund-1 Interest 166764AE0 Corporate Chevron Corporation 06/24/2018 06/17/2015 300,000.00 301,848.00 05/24/2018 303,504.00 2,294.34 1.718 1.095 AA 256350005 LC -Project Fund -Toll 2 89352HAP4 Corporate TransCanada PipeLines Limited 01/12/2018 02/03/2016 150,000.00 146,716.50 --- 149,365.50 1,981.09 1.421 1.697 A 256350005 LC -Project Fund-Toll2 828807CM7 Corporate Simon Property Group, L.P. 02/01/2018 --- 540,000.00 540,516.00 11/01/2017 542,311.20 1,704.13 1.500 1.176 A 256350022 LC -Sr Lien Ob Fund-1 Interest 891145TN4 Corporate The Toronto -Dominion Bank 03/13/2017 05/21/2015 700,000.00 707,168.00 --- 702,786.00 (28.68) 1.500 0.930 AAA 205091001 LC-2013 A Capitalized Interest 084664BE0 Corporate Berkshire Hathaway Finance Corporation 05/15/2018 06/17/2015 800,000.00 890,632.00 --- 865,248.00 6,264.17 5.400 0.998 AA 256350005 LC -Project Fund-Toll2 05531FAP8 Corporate BB&T Corporation 06/15/2018 --- 380,000.00 381,823.60 05/15/2018 382,025.40 264.17 1.513 1.212 A 256350022 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 --- 316,863.00 4,142.88 6.000 1.454 A 256350005 LC -Project Fund -Toll 2 446438RR6 Corporate The Huntington National Bank 11/06/2018 --- 550,000.00 553,005.00 10/06/2018 556,732.00 3,725.57 2.200 1.647 A 256350005 LC -Project Fund-Toll2 90261XHJ4 Corporate UBS AG 03/26/2018 01/12/2016 250,000.00 249,745.00 --- 250,215.00 416.52 1.340 1.280 A 256350005 LC -Project Fund-Toll2 74153WCE7 Corporate Pricoa Global Funding I 08/18/2017 06/10/2015 300,000.00 299,511.00 --- 301,020.00 1,275.43 1.350 1.047 AA 256350022 LC -Sr Lien Ob Fund-1 Interest 89236TAY1 Corporate Toyota Motor Credit Corporation 10/24/2018 06/17/2015 500,000.00 505,870.00 --- 509,715.00 5,610.32 2.000 1.147 AA 205091001 LC-2013 A Capitalized Interest 89236TAYI Corporate Toyota Moth Credit Corporation 10/24/2018 06/17/2015 2,000,000.00 2,023,480.00 --- 2,038,860.00 22,441.27 2.000 1.147 AA 256350005 LC -Project Fund-Toll2 59562VAT4 Corporate Berkshire Hathaway Energy Company 04/01/2018 10/15/2015 150,000.00 165,180.00 --- 161,623.50 704.54 5.750 1.265 A 256350005 LC -Project Fund-Toll2 928668AF9 Corporate Volkswagen Group of America Finance, LLC 11/20/2017 06/11/2015 300,000.00 300,525.00 --- 300,126.00 (176.64) 1.600 1.569 A 256350005 LC -Project Fund-Toll2 06050TLY6 Corporate Bank of America, National Association 03/26/2018 06/10/2015 300,000.00 298,968.00 --- 301,800.00 2,448.51 1.650 1.300 A 256350001 LC -Project Fund-2 Senior Lien 91324PCJ9 Corporate UnitedHealth Group Incorporated 01/17/2017 08/03/2015 290,000.00 290,222.43 --- 290,368.30 284.36 1.083 0.865 A 256350005 LC -Project Fund-Toll2 69353RET1 Corporate PNC Realty Investors, Inc. 11/05/2018 --- 550,000.00 553,280.50 10/06/2018 556,671.50 3,444.44 1.800 1.255 A 256350005 LC -Project Fund-Toll2 02665WBB6 Corporate American Honda Finance Corporation 02/22/2019 --- 420,000.00 424,065.30 --- 424,649.40 658.39 1.479 1.041 A 205091001 LC-2013 A Capitalized Interest 89114QAE8 Corporate The Toronto -Dominion Bank 10/19/2016 07/08/2013 750,000.00 776,452.50 --- 753,510.00 1,036.87 2.375 0.822 AA 256350005 LC -Project Fund-Toll2 037833BR0 Corporate Apple Inc. 02/22/2019 --- 450,000.00 454,432.50 --- 456,439.50 2,114.45 1.474 0.915 AA 205091001 LC-2013 A Capitalized Interest 459200GX3 Corporate International Business Machines Corporation 07/22/2016 07/10/2013 465,000.00 477,936.30 --- 465,274.35 24.01 1.950 0.976 AA 256350005 LC -Project Fund-Toll2 17401QAC5 Corporate Citizens Bank, National Association 12/03/2018 --- 550,000.00 553,356.00 11/03/2018 557,199.50 3,869.21 2.300 1.727 A 256350022 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 --- 263,375.00 2,117.25 6.000 1.493 A 256350005 LC -Project Fund-Toll2 91159HHD5 Corporate U.S. Bancorp 05/15/2017 --- 550,000.00 554,566.00 04/15/2017 552,634.50 22.99 1.650 1.041 A 256350005 LC -Project Fund-Toll2 46623EKD0 Corporate JPMorgan Chase & Co. 03/01/2018 --- 730,000.00 729,894.80 02/01/2018 734,044.20 3,879.97 1.700 1.346 A 256350005 LC -Project Fund-Toll2 89837LAA3 Corporate The Trustees of Princeton University 03/01/2019 06/26/2015 175,000.00 194,153.75 --- 192,514.00 3,436.46 4.950 1.133 AAA 256350005 LC -Project Fund -Toll 2 40428HPQ9 Corporate HSBC USA Inc. 03/05/2018 --- 395,000.00 394,330.60 --- 395,248.85 689.31 1.700 1.661 A 256350005 LC -Project Fund -Toll 2 61747YDT9 Corporate Morgan Stanley 03/22/2017 06/08/2016 300,000.00 308,265.00 --- 307,440.00 (304.44) 4.750 1.312 A 256350005 LC -Project Fund -Toll 2 38141GRC0 Corporate The Goldman Sachs Group, Inc. 01/22/2018 --- 580,000.00 586,667.20 --- 587,795.20 1,760.38 2.375 1.500 A 256350005 LC -Project Fund -Toll 2 06050TKX9 Corporate Bank of America, National Association 06/15/2017 --- 505,000.00 501,876.55 --- 503,348.65 704.22 0.953 1.280 A 256350005 LC -Project Fund-Toll2 89114QBF4 Corporate The Toronto -Dominion Bank 01/22/2019 --- 525,000.00 528,126.80 --- 528,533.25 484.70 1.475 1.208 AA 205091001 LC-2013 A Capitalized Interest 30231GAL6 Corporate Exxon Mobil Corporation 03/06/2018 06/10/2015 580,000.00 579,344.60 --- 584,524.00 4,929.34 1.305 0.837 AAA 256350022 LC -Sr Lien Ob Fund-1 Interest 30231GAL6 Corporate Exxon Mobil Corporation 03/06/2018 06/10/2015 420,000.00 419,525.40 --- 423,276.00 3,569.52 1.305 0.837 AAA 26 Page 4 of 34 Mere& County TronspoMolina Commission STAMP Portfolio by Investment Category for quarter ended June 30, 2016 Source Account 256350005 Account LC -Project Fund-Toll2 Identifier 55279HAH3 Trade Date Current Face Value 550,000.00 Original Cost 549,163.10 Next Call Date --- Base Market Value 549,043.00 Base Net Total Unrealized Gain/Loss (439.78) Coupon 0.938 Summarized Yield Credit Rating 1.101 A Sec Category Corporate Issuer Manufacturers and Traders Trust Company 07/25/2017 --- 256350005 LC -Project Fund -Toll 2 09062XAB9 Corporate Biogen Inc. 03/01/2018 03/03/2016 _ 55,000.00 60,217.85 --- 59,862.00 454.51 6.875 1.492 A 256350022 LC -Sr Lien Ob Fund-1 Interest 94974BGF1 Corporate Wells Fargo & Company O1/30/2020 06/03/2015 600,000.00 594,924.00 --- 610,176.00 14,130.08 2.150 1.660 A 256350005 LC -Project Fund-Toll2 94988J5B9 Corporate Wells Fargo Bank, National Association 01/22/2018 --- 500,000.00 501,314.25 --- 502,205.00 942.48 1.375 1.093 AA 256350005 LC -Project Fund-Toll2 49327M2H6 Corporate KeyBank National Association 06/O1/2018 --- 650,000.00 650,060.00 --- 653,094.00 2,765.39 1.700 1.447 A 256350005 LC -Project Fund -Toll 2 94974BFK1 Corporate Wells Fargo & Company 04/23/2018 --- 440,000.00 440,084.80 --- 441,012.00 944.69 1.268 1.138 A 205091001 LC-2013 A Capitalized Interest 89153 VAC3 Corporate Total Capital International 06/28/2017 07/08/2013 160,000.00 157,765.60 --- 160,832.00 1,406.90 1.550 1.023 AA 256350022 LC -Sr Lien Ob Fund-1 Interest 46625HJL5 Corporate JPMorgan Chase & Co. 05/15/2018 06/03/2015 500,000.00 497,550.00 --- 501,955.00 _ 3,530.48 1.625 1.413 A 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 --- 4,025,400.00 5,799.13 2.250 0.842 AA 256350022 LC -Sr Lien Ob Fund-1 Interest 63307EAB3 Corporate National Bank of Canada 10/19/2016 05/21/2015 900,000.00 _ 918,414.00 --- 902,934.00 (1,048.24) 2.200 1.115 AAA 256350005 LC -Project Fund-Toll2 38147MAA3 Corporate The Goldman Sachs Group, Inc. 07/19/2018 12/02/2015 100,000.00 102,578.00 --- 102,617.00 586.38 2.900 1.599 A 256350005 LC -Project Fund -Toll 2 46849LSL6 Corporate Jackson National Life Global Funding 10/15/2018 --- 450,000.00 452,757.00 --- 455,278.50 _ 2,561.90 1.875 1.353 _ AA 256350005 LC -Project Fund-Toll2 209111ET6 Corporate Consolidated Edison Company of New York, Inc. 04/O1/2018 06/22/2015 220,000.00 245,828.00 --- 237,912.40 1,439.29 5.850 1.144 A 256350005 LC -Project Fund-Toll2 31677QAV1 Corporate Fifth Third Bank 02/28/2018 06/08/2016 400,000.00 400,544.00 01/28/2018 401,984.00 1,455.82 1.450 1.132 A 256350005 LC -Project Fund-Toll2 063679ZT4 Corporate Bank of Montreal O1/30/2017 06/12/2015 300,000.00 304,620.00 --- 301,905.00 242.81 1.950 0.856 AAA 256350005 LC -Project Fund-Toll2 0258MODZ9 Corporate American Express Credit Corporation 11/05/2018 --- 450,000.00 453,007.50 10/05/2018 454,788.00 1,850.82 1.875 1.396 A 256350005 LC -Project Fund -Toll 2 55279HAA8 Corporate Manufacturers and Traders Trust Company 03/07/2018 06/06/2016 400,000.00 400,012.00 02/05/2018 400,908.00 895.83 1.450 1.306 A 256350005 LC -Project Fund-Toll2 59217GAY5 Corporate Metropolitan Life Global Funding I O1/10/2018 --- 550,000.00 550,406.00 --- 553,168.00 2,650.51 1.500 1.119 AA 256350005 LC -Project Fund -Toll 2 80851QDA9 Corporate The Charles Schwab Corporation 09/O1/2017 10/27/2015 65,000.00 71,075.55 --- 68,916.90 35.16 6.375 1.170 A 256350022 LC -Sr Lien Ob Fund-1 Interest 78011DAC8 Corporate Royal Bank of Canada 09/19/2017 05/21/2015 700,000.00 700,763.00 --- 701,519.00 1,113.18 1.200 1.020 AAA 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 --- 412,488.00 2,445.47 5.200 0.885 AA 256350005 LC -Project Fund-Toll2 780082AA1 Corporate Royal Bank of Canada 02/05/2020 06/24/2016 990,000.00 1,002,941.55 --- 1,002,998.70 75.79 1.875 1.499 AAA 256350005 LC -Project Fund -Toll 2 842434CN0 Corporate Southem California Gas Company 06/15/2018 06/15/2015 250,000.00 249,992.50 --- 252,417.50 2,422.52 1.550 1.050 AA 256350005 LC -Project Fund-Toll2 48121CYK6 Corporate JPMorgan Chase Bank, National Association 10/01/2017 03/09/2016 250,000.00 265,022.50 --- 264,052.50 1,869.75 6.000 1.454 A 256350005 LC -Project Fund-Toll2 59217GAZ2 Corporate Metropolitan Life Global Funding I 06/22/2018 11/10/2015 150,000.00 150,199.50 --- 151,486.50 1,333.30 1.875 1.365 AA 256350005 LC -Project Fund-Toll2 6174467V5 Corporate Morgan Stanley 04/25/2018 --- 311,000.00 314,084.33 --- 314,004.26 79.33 1.918 1.383 A 256350005 LC -Project Fund-Toll2 CCYUSD Currency UNITED STATES OF AMERICA 06/30/2016 --- 0.00 551,160.50 --- 551,160.50 0.00 0.000 0.000 AAA 256350005 LC -Project Fund-Toll2 4581X0075 Non -US Gov Inter -American Development Bank 09/12/2016 04/20/2016 100,000.00 100,012.10 --- 100,043.00 36.69 0.625 0.409 _ AAA 256350005 LC -Project Fund-Toll2 62944BBC7 Non -US Gov N.V. Bank Nederlandse Gemeenten 07/14/2017 --- 575,000.00 574,335.00 --- 574,430.75 (90.15) 0.700 0.799 AAA 256350005 LC -Project Fund -Toll 2 748148RV7 Non -US Gov Gouvemement de la Province de Quebec 09/04/2018 --- 375,000.00 374,252.10 --- 374,115.00 (237.05) 0.910 0.975 AA 256350005 LC -Project Fund-Toll2 500769FZ2 Non -US Gov KfW 12/15/2016 --- 540,000.00 539,671.10 --- 539,989.20 255.73 0.625 0.629 AAA 256350005 LC -Project Fund -Toll 2 298785GK6 Non -US Gov Banque Europeenne D'investissement (BEI) 04/18/2017 --- 575,000.00 575,503.50 --- 575,575.00 148.92 0.875 0.749 AAA 256350005 LC -Project Fund-Toll2 302154BL2 Non -US Gov The Export -Import Bank of Korea O1/14/2017 02/04/2016 200,000.00 200,380.00 --- 200,276.00 55.82 1.380 1.137 AA 256350005 LC -Project Fund-Toll2 45818WAN6 Non -US Gov Inter -American Development Bank 12/12/2016 05/12/2016 250,000.00 250,025.00 --- 249,985.00 (33.86) 0.646 0.666 AAA 256350005 LC -Project Fund -Toll 2 45950KBY5 Non -US Gov International Finance Corporation 08/O1/2016 --- 600,000.00 599,964.00 --- 599,964.00 (24.79) 0.477 0.549 AAA 256350005 LC -Project Fund-Toll2 500769GE8 Non -US Gov KfW 07/15/2016 04/26/2016 325,000.00 325,000.00 --- 325,009.75 9.75 0.500 0.427 AAA 256350023 LC -Sr Lien Reserve Fund-1 9AMMF05B2 MM Fund U.S. Bank Money Market Account Fund 06/30/2016 --- 0.00 145,788.27 --- 145,788.27 0.00 0.000 0.000 NA 256350022 LC -Sr Lien Ob Fund-1 Interest 9AMMF05B2 MM Fund U.S. Bank Money Market Account Fund 06/30/2016 --- 0.00 75,774.61 --- 75,774.61 0.00 0.000 0.000 NA 205091001 LC-2013 A Capitalized Interest 9AMMF05B2 MM Fund U.S. Bank Money Market Account Fund 06/30/2016 --- 0.00 390,539.82 --- 390,539.82 0.00 0.000 0.000 NA 256350001 LC -Project Fund-2 Senior Lien 9AMMF05B2 MM Fund U.S. Bank Money Market Account Fund 06/30/2016 --- 0.00 164,097.76 --- 164,097.76 0.00 0.000 0.000 NA 256350004 LC-PF-2 Sales Tax Revenue Bond 9AMMF05B2 MM Fund U.S. Bank Money Market Account Fund 06/30/2016 --- 0.00 5,226,632.41 --- 5,226,632.41 0.00 0.000 0.000 NA 256350005 LC -Project Fund -Toll 2 9AMMF05B2 MM Fund U.S. Bank Money Market Account Fund 06/30/2016 06/30/2016 0.00 419,117.65 --- 419,117.65 0.00 0.000 0.000 NA 205091001 LC-2013 A Capitalized Interest 184126YS3 Muni Clayton County Water Authority 05/O1/2017 07/11/2013 770 000.00 755,939.80 --- 775,351.50 8,526.24 1.300 0.466 AA 205091001 LC-2013 A Capitalized Interest 64966H4E7 Muni New York, City of 10/O1/2017 07/12/2013 1,170,000.00 1,238,222.70 --- 1,205,825.40 15,019.52 3.140 0.681 AA 256350005 LC -Project Fund-Toll2 65819WAC7 Muni North Carolina Eastem Municipal Power Agency 07/O1/2018 --- 190,000.00 190,625.40 --- 192,141.30 1,644.88 2.003 1.430 A 256350005 LC -Project Fund-Toll2 544587B98 Muni Municipal Improvement Corporation of Los Angeles 11/01/2018 11/04/2015 160,000.00 160,000.00 --- 163,928.00 3,928.00 2.344 1.274 A 256350005 LC -Project Fund-Toll2 180848HP1 Muni Clark, County of 07/O1/2017 07/06/2015 120,000.00 126,764.40 --- 124,039.20 595.48 4.300 0.920 AA 256350005 LC -Project Fund -Toll 2 20772JL59 Muni Connecticut, State of 08/O1/2020 03/03/2016 130,000.00 132,577.90 --- 135,848.70 3,445.96 2.500 1.364 AA 256350005 LC -Project Fund-Toll2 13063BFUl Muni California, State Of 03/O1/2019 --- 140,000.00 158,412.45 --- 158,020.80 1,184.30 6.200 1.279 AA 256350005 LC -Project Fund-Toll2 937308AZ7 Muni WBRP 3.2 WASHINGTON BIOMED RES 03/O1/2018 09/25/2015 95,000.00 95,000.00 --- 95,666.90 666.90 1.485 1.059 AA 256350022 LC -Sr Lien Ob Fund-1 Interest 235219JS2 Muni Dallas, City of 02/15/2017 07/10/2013 650,000.00 650,000.00 --- 654,511.00 4,511.00 1.589 0.475 AA 205091001 LC-2013 A Capitalized Interest 235219JS2 Muni Dallas, City of 02/15/2017 07/10/2013 2,135,000.00 2,135,000.00 --- 2,149,816.90 14,816.90 1.589 0.475 AA 256350005 LC -Project Fund -Toll 2 49130TRY4 Muni Kentucky Housing Corporation O1/O1/2017 06/17/2015 275,000.00 274,634.25 --- 275,382.25 502.75 0.937 0.660 AAA 256350005 LC -Project Fund-Toll2 91476PPG7 Muni University of Oklahoma 07/O1/2020 11/17/2015 80,000.00 79,544.00 --- 82,361.60 2,760.41 2.349 1.585 A 256350023 LC -Sr Lien Reserve Fund-1 912828WUO TIPS Treasury, United States Department of 07/15/2024 02/05/2016 604,494.00 588,253.10 --- 610,569.16 21,577.86 0.125 0.000 AAA 256350005 LC -Project Fund -Toll 2 9128281{33 TIPS Treasury, United States Department of 04/15/2020 --- 2,145,213.00 2,161,905.95 --- 2,194,424.19 33,016.55 0.125 -0.474 AAA 256350023 LC -Sr Lien Reserve Fund-1 912828B58 US Gov Treasury, United States Department of O1/31/2021 --- 1,540,000.00 1,573,283.21 --- 1,619,279.20 50,758.34 2.125 0.974 AAA 256350005 LC -Project Fund -Toll 2 912828TG5 US Gov Treasury, United States Department of 07/31/2017 --- 1,600,000.00 1,592,193.36 --- 1,599,504.00 5,468.27 0.500 0.529 AAA 205091001 LC-2013 A Capitalized Interest 912828M23 US Gov Treasury, United States Department of 10/31/2017 12/28/2015 800,000.00 798,262.41 --- 800,536.00 1,789.41 0.428 0.385 AAA 205091001 LC-2013 A Capitalized Interest 912828UB4 US Gov Treasury, United States Department of 11/30/2019 06/17/2015 2,500,000.00 2,433,398.44 --- 2,516,300.00 67,823.43 1.000 0.806 AAA 256350023 LC -Sr Lien Reserve Fund-1 912828UF5 US Gov Treasury, United States Department of 12/31/2019 --- 1,250,000.00 1,231,787.31 --- 1,263,425.00 28,276.03 1.125 0.813 AAA 256350005 LC -Project Fund -Toll 2 912828KD1 US Gov Treasury, United States Department of 02/15/2019 --- 1,935,000.00 2,027,131.64 --- 2,039,606.10 26,994.50 2.750 0.670 AAA 256350023 LC -Sr Lien Reserve Fund-1 912828V V9 US Gov Treasury, United States Department of 08/31/2020 --- 235,000.00 241,525.78 --- 246,475.05 5,561.29 2.125 0.928 AAA 256350022 LC -Sr Lien Ob Fund-1 Interest 912828RX0 US Gov Treasury, United States Department of 12/31/2016 09/13/2013 950,000.00 945,212.89 --- 952,194.50 2,928.52 0.875 0.412 AAA 256350005 LC -Project Fund -Toll 2 912828UA6 US Gov Treasury, United States Department of 11/30/2017 --- 3,465,000.00 3,454,861.14 --- 3,467,841.30 11,170.75 0.625 0.567 AAA 256350005 LC -Project Fund -Toll 2 912828B58 US Gov Treasury, United States Department of O1/31/2021 --- 1,125,000.00 1,160,760.74 --- 1,182,915.00 23,184.58 2.125 0.974 AAA 205091001 LC-2013 A Capitalized Interest 912828J84 US Gov Treasury, United States Department of 03/31/2020 06/03/2015 3,700,000.00 3,650,945.31 --- 3,769,967.00 108,440.89 1.375 0.862 AAA 256350022 LC -Sr Lien Ob Fund-1 Interest 912828J84 US Gov Treasury, United States Department of 03/31/2020 --- 600,000.00 591,146.48 --- 611,346.00 18,336.24 1.375 0.862 AAA 256350023 LC -Sr Lien Reserve Fund-1 912828VB3 US Gov Treasury, United States Department of 05/15/2023 07/05/2013 1,600,000.00 1,487,125.00 --- 1,650,560.00 132,203.76 1.750 1.268 AAA 256350005 LC -Project Fund -Toll 2 912828UF5 US Gov Treasury, United States Department of 12/31/2019 --- 3,775,000.00 3,776,018.56 --- 3,815,543.50 39,603.55 1.125 0.813 AAA 256350005 LC -Project Fund -Toll 2 912828UR9 US Gov Treasury, United States Department of 02/28/2018 --- 2,750,000.00 2,747,428.71 --- 2,757,507.50 10,268.94 0.750 0.585 AAA 256350022 LC -Sr Lien Ob Fund-1 Interest 912828UA6 US Gov Treasury, United States Department of 11/30/2017 07/05/2013 1,200,000.00 1,166,062.50 --- 1,200,984.00 12,117.27 0.625 0.567 AAA 27 Page 5 of 34 STAMP Portfolio by Investment Category for quarter ended June 30, 2016 Source Account Security e Ac i unt Identifier .at Is r Base Net Total Final Next Call Unrealized Summarized Maturi. Trade Date urr nt Fa Val r. Sri final .fist Dat. Ba'Market Value ain Los .ou on Yield .alit Rating 205091001 LC-2013 A Capitalized Interest 912828UA6 US Go 256350023 LC -Sr Lien Reserve Fund-1 912828XB1 US Go 256350022 LC -Sr Lien Ob Fund -I Interest 912828K41 US Gov 205091001 LC-2013 A Capitalized Interest 912828RU6 US Go Treasury, United States Department of Treasury, United States Department of Treasury, United States Department of Treasury, United States Department of 256350023 LC -Sr Lien Reserve Fund-1 912828RC6 US Gov Treasury, United States Department of 256350005 LC -Project Fund-Toll2 912828VK3 US Gov Treasury, United States Department o 11/30/2017 07/05/2013 1,750,000.00 1,700,507.81 05/15/2025 05/24/2016 04/30/2017 07/30/2015 /30/2016 07/05/2013 08/15/2021 06/30/2018 1,200,000.00 1,228,546.88 200,000.00 200,OO1.77 3,350,000.00 3,346,990.23 ,775,000.00 1,804,427.73 3,475,000.00 3,511,639.86 205091001 LC-20I3 A Capitalized Interest 912828UZI US Gov Treasury, United States Department of 04/30/2018 06/03/2015 3,400,000.00 3,360,421.88 256350022 LC -Sr Lien Ob Fund-1 Interest 912828UZ1 US Gov Treasury, United States Department of 04/30/2018 07/14/2015 700,000.00 693,656.25 1,751,435.00 1,267,548.00 200,030.00 17,671.02 39,296.15 29.16 0.625 0.567 2.125 1A47 0.334 0.320 AAA AAA AAA 3,356,867.50 7,239.69 0.875 0.384 AAA 1,870,548.25 67,819.50 2.125 1.044 AAA 3,527,820.00 22,372.76 1.375 0.609 AAA 3,402,244.00 27,329.03 0.625 0.589 AAA 700,462.00 4,638.82 0.625 0.589 AAA 168,210,536.13 175,978,019.93 176,929,685.28 1,367,066.86 20 Page 6 of 34 ATTACHMENT 3 NM MEI Rirerside (ounly ironsporrgon {ammission STAMP Portfolio by Account for quarter ended June 30, 2016 Source Account Account Identifier Security Type Cate • or Issuer Current Face Next Call Base Net Total Summarized Final Maturity Trade Date Value Ori • inal Cost Date Base Market Value Unrealized Gain/Loss Cou on Yield Credit Ratin 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 205091001 205091001 205091001 205091001 LC-2013 A Capitalized Interest LC-2013 A Capitalized Interest LC-2013 A Capitalized Interest LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 31392HWL3 Agency CMO 31392F6C6 Agency CMO 31393EXC8 Agency CMO 31392BVM5 Agency CMO 31392FPP6 Agency CMO 3136A8G38 Agency CMO 31393V2T7 Agency CMO 31402RBG3 Agency MBS 31410GSQ7 Agency MBS 31294LPZ0 Agency MBS 36200AFG9 Agency MBS 3128MBTH0 Agency MBS 36290WH47 Agency MBS 3128H4NR6 Agency MBS 31402QT68 Agency MBS 3128PGLY7 Agency MBS 3128GNR59 31401MWC1 3128PHVS7 3132FEAK7 Agency MBS Agency MBS Agency MBS Agency MBS 037833AJ9 Corporate 084664BE0 Corporate 89236TAY1 Corporate 89114QAE8 Corporate 459200GX3 Corporate 30231GAL6 Corporate 89153VAC3 Corporate 90327QCW7 Corporate 822582AC6 Corporate 9AMMFO5B2 MM Fund Federal National Mortgage Association Fannie Mae Federal National Mortgage Association Fannie Mae Federal National Mortgage Association Fannie Mae Federal National Mortgage Association Fannie Mae Federal National Mortgage Association Fannie Mae Federal National Mortgage Association Fannie Mae Federal Home Loan Mortgage Corporation Federal National Mortgage Association Fannie Mae Federal National Mortgage Association Fannie Mae Federal Home Loan Mortgage Corporation Government National Mortgage Association Federal Home Loan Mortgage Corporation Government National Mortgage Association Federal Home Loan Mortgage Corporation Federal National Mortgage Association Fannie Mae Federal Home Loan Mortgage Corporation Federal Home Loan Mortgage Corporation Federal National Mortgage Association Fannie Mae Federal Home Loan Mortgage Corporation Federal Home Loan Mortgage Corporation Apple Inc. Berkshire Hathaway Finance Corporation Toyota Motor Credit Corporation The Toronto -Dominion Bank International Business Machines Corporation Enron Mobil Corporation Total Capital International USAA Capital Corporation Shell International Finance B.V. U.S. Bank Money Market Account Fund 184126YS3 Muni Clayton County Water Authority 64966H4E7 Muni 235219JS2 Muni 912828M23 US Gov 912828UB4 US Gov 912828J84 US Gov New York, City of Dallas, City of Treasury, United States Department of Treasury, United States Department of Treasury, United States Department of 02/25/2018 07/12/2013 12/25/2017 07/09/2013 09/25/2018 07/24/2013 02/25/2017 07/11/2013 11/25/2017 07/15/2013 19,251.50 117,242.71 180,932.92 7,479.84 70,519.30 20,322.37 124,368.87 191,280.03 7,895.91 74,684.35 08/25/2017 07/08/2013 1,825,795.16 1,798,836.15 06/15/2018 07/08/2013 337,615.81 09/01/2019 12/01/2017 07/05/2013 12/01/2016 07/05/2013 11/15/2017 07/09/2013 03/01/2019 07/26/2013 113,195.43 53,000.28 20,776.59 15,087.61 62,840.31 09/15/2018 07/18/2013 522,933.97 05/01/2018 07/16/2013 10/01/2019 07/11/2013 05/01/2017 07/17/2013 10/01/2016 06/01 /2018 11/01/2019 12/01/2017 07/05/2013 07/12/2013 07/16/2013 07/03/2013 45,329.22 132,836.20 64,333.88 19,928.08 429,056.27 32,387.64 72,305.60 357,081.47 121,407.13 56,909.05 21,964.75 16,077.73 66,610.72 555,617.34 48,020.64 143,504.61 67,791.83 21,111.31 457,481.25 34,128.47 76,621.35 05/03/2018 06/17/2015 3,000,000.00 2,960,430.00 05/15/2018 06/17/2015 800,000.00 890,632.00 10/24/2018 06/17/2015 2,000,000.00 2,023,480.00 10/19/2016 07/08/2013 750,000.00 07/22/2016 07/10/2013 465,000.00 03/06/2018 06/10/2015 580,000.00 06/28/2017 07/08/2013 160,000.00 776,452.50 477,936.30 579,344.60 157,765.60 12/13/2016 07/11/2013 4,000,000.00 4,145,440.00 03/22/2017 07/08/2013 400,000.00 06/30/2016 05/01/2017 07/11/2013 0.00 770,000.00 449,936.00 390,539.82 755,939.80 10/01/2017 07/12/2013 1,170,000.00 1,238,222.70 02/15/2017 07/10/2013 2,135,000.00 2,135,000.00 10/31/2017 12/28/2015 800,000.00 798,262.41 11/30/2019 06/17/2015 2,500,000.00 2,433,398.44 03/31/2020 06/03/2015 3,700,000.00 3,650,945.31 19,603.03 119,061.14 185,662.52 7,524.05 71,493.17 1,829,081.59 344,803.65 116,621.85 53,941.03 20,862.81 15,327.50 64,504.95 532,587.33 46,519.57 138,242.63 65,964.10 19,995.84 440,353.32 33,230.37 74,148.67 - - 3,007,380.00 865,248.00 - 2,038,860.00 753,510.00 465,274.35 584,524.00 160,832.00 4,025,400.00 412,488.00 390,539.82 775,351.50 - - 1,205,825.40 - - 2,149,816.90 800,536.00 - - 2,516,300.00 3,769,967.00 36.08 5.000 0.782 (101.77) 5.000 0.762 675.02 4.500 0.987 (9.12) 5.500 0.137 (126.25) 5.000 0.959 12,230.67 1.246 1.368 653.16 4.500 0.336 (495.39) 6.000 1.590 (316.55) 6.000 1.918 (62.69) 6.000 2.032 (127.76) 5.500 2.164 (114.87) 5.000 1.762 (6,677.11) 4.500 2.211 27.25 5.000 1.233 (452.93) 6.000 1.406 788.51 5.000 -1.838 (43.05) 6.000 2.494 355.52 4.500 1.041 96.82 5.000 0.685 211.62 5.000 0.260 32,976.52 1.000 0.865 6,264.17 5.400 0.998 22,441.27 2.000 1.147 1,036.87 2.375 0.822 24.01 4,929.34 1,406.90 5,799.13 1.950 0.976 1.305 0.837 1.550 1.023 2.250 0.842 2,445.47 5.200 0.885 0.00 0.000 0.000 8,526.24 1.300 0.466 15,019.52 3.140 0.681 14,816.90 1,789.41 67,823.43 108,440.89 1.589 0.475 0.428 0.385 1.000 0.806 1.375 0.862 AAA AAA AAA AAA AAA AAA AAA AAA AAA AAA AAA AAA AAA AAA AAA AAA AAA AAA AAA AAA AA AA AA AA AA AAA AA AA AA NA AA AA AA AAA AAA AAA 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 912828UA6 US Gov 912828RU6 US Gov Treasury, United States Department of Treasury, United States Department of 11/30/2017 07/05/2013 1,750,000.00 1,700,507.81 11/30/2016 07/05/2013 3,350,000.00 3,346,990.23 - 1,751,435.00 3,356,867.50 17,671.02 0.625 0.567 7,239.69 0.875 0.384 AAA AAA 205091001 LC-2013 A Capitalized Interest 912828UZ1 US Gov Treasury, United States Department of 04/30/2018 06/03/2015 3,400,000.00 3,360,421.88 3,402,244.00 36,631,928.58 27,329.03 0.625 0.589 AAA 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 55314MAD8 Asset Backed 91324PCN Corporate 69350AGD4 CP 05333TG80 CP 6116M2G52 CP 07588LGC6 CP 78513KG62 CP MMAF Equipment Finance LLC 2011-A 07/15/2017 11/04/2015 3,623.17 3,631.67 3,625.09 0.75 2.100 0.828 AAA UnitedHealth Group Incorporated Ppg Industries, Inc. AutoZone, Inc. Monsanto Company Becton, Dickinson and Company S&P Global Inc. 01/17/2017 08/03/2015 290,000.00 290,222.43 07/13/2016 05/19/2016 1,500,000.00 1,498,120.83 07/08/2016 06/14/2016 1,600,000.00 1,599,285.33 07/05/2016 05/31/2016 700,000.00 699,421.53 07/12/2016 06/07/2016 1,600,000.00 1,598,896.90 07/06/2016 06/06/2016 1,600,000.00 1,598,942.22 290,368.30 1,499,715.00 - - 1,599,824.00 699,958.00 - - 1,599,728.00 1,599,872.00 284.36 1.083 0.865 125.00 0.000 0.571 32.45 0.000 0.567 24.11 0.000 0.541 84.89 0.000 0.557 60.89 0.000 0.577 A AA AA AA AA AA 256350001 LC -Project Fund-2 Senior Lien 28103AG17 CP Edison International 07/18/2016 06/28/2016 1,600,000.00 1,599,404.45 - 1,599,584.00 90.22 0.000 0.551 AA 2563501301 LC -Project Fund-2 Senior Lien 0255E2GF1 CP American Electric Power Company, Inc. 07/15/2016 06/20/2016 1,600,000.00 1,599,122.22 - 1,599,648.00 139.56 0.000 0.567 AA 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC-Proiect Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 41282JH2O CP 92780JH2O CP 27743JGC1 CP 07787PGN2 CP 6362P2GR1 CP 25737LGK0 CP 83700EGT9 CP 43357LG71 CP 44890MGN6 CP 66765EG82 CP 05635MGD9 CP 83701LGD7 CP 69430LG11 CP 60920VGU0 CP 478367GV5 CP 04635PG60 CP 9AMMF05B2 MM Fund Harley-Davidson Financial Services, Inc. Virginia Electric and Power Company Eastman Chemical Company The Bell Telephone Company of Canada Or Bell Canada National Grid USA Dominion Gas Holdings, LLC South Carolina Electric & Gas Company Hitachi Capital America Corp. Hyundai Capital America Northwest Natural Gas Company Bacardi Corporation South Carolina Fuel Company, Inc. Pacific Gas and Electric Company Mondelez International, Inc. Johnson Controls, Inc. AstraZeneca PLC U.S. Bank Money Market Account Fund 08/02/2016 06/21/2016 1,600,000.00 1,598,674.67 08/02/2016 06/28/2016 1,350,000.00 1,349,109.00 07/12/2016 06/21/2016 1,600,000.00 1,599,328.00 07/22/2016 06/23/2016 1,700,000.00 1,698,945.52 07/25/2016 06/20/2016 1,600,000.00 1,598,957.78 07/19/2016 06/08/2016 1,600,000.00 1,598,737.78 07/27/2016 06/29/2016 1,700,000.00 1,698,876.11 07/07/2016 06/07/2016 1,500,000.00 1,498,912.50 07/22/2016 06/28/2016 1,600,000.00 1,599,233.33 07/08/2016 06/02/2016 1,485,000.00 1,484,019.90 07/13/2016 06/16/2016 1,600,000.00 1,599,136.00 07/13/2016 06/16/2016 1,600,000.00 1,599,112.00 07/18/2016 06/14/2016 1,600,000.00 1,598,942.22 07/28/2016 06/23/2016 1,700,000.00 1,698,810.00 07/29/2016 06/30/2016 1,000,000.00 999,395.83 07/06/2016 06/03/2016 1,600,000.00 1,599,002.67 06/30/2016 0.00 164,097.76 - 1,599,120.00 - 1,349,257.50 1,599,728.00 1,699,439.00 - 1,599,408.00 - 1,599,552.00 - 1,699,320.00 - 1,499,865.00 - 1,599,472.00 1,484,836.65 - 1,599,696.00 - 1,599,696.00 - 1,599,584.00 - 1,699,286.00 - 1,000,000.00 - 1,599,872.00 164,097.76 129.78 0.000 0.620 121.50 0.000 0.620 80.00 0.000 0.557 202.59 0.000 0.567 122.67 0.000 0.556 120.00 0.000 0.561 363.61 0.000 0.555 90.00 0.000 0.541 172.00 0.000 0.567 27.23 0.000 0.567 80.00 0.000 0.571 90.67 0.000 0.571 583.34 0.000 0.000 23.11 0.000 0.577 0.000 0.000 AA AAA AA AA AA AAA AA AA AA AA AA AA AA AA AA AA NA 35,484,552.30 256350004 LC-PF-2 Sales Tax Revenue Bond 9AMMFO5B2 MM Fund U.S. Bank Money Market Account Fund 06/30/2016 0.00 5,226,632.41 5,226,632.41 0.00 0.000 0.000 NA 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund -Toll 2 3133EECDO Agency 3137A2AZ4 Agency CMO 3I36A8G38 Agency CMO Federal Farm Credit Banks Consolidated Systemwide Bonds Federal Home Loan Mortgage Corporation Federal Home Loan Mortgage Corporation Government National Mortgage Association Federal National Mortgage Association Fannie Mae Federal Home Loan Mortgage Corporation 08/25/2017 500,000.00 343,016.95 338,065.78 184,363.67 500,308.15 484,521.31 353,361.05 330,459.30 184,934.01 140,786.49 499,865.00 484,571.54 349,403.92 332,298.38 184,695.53 1,789.91 AAA AAA AAA AAA AAA 256350005 LC -Project Fund -Toll 2 3137A1LC5 Agency CMO 256350005 LC -Project Fund -Toll 2 Federal Home Loan Mortgage Corporation Federal Home Loan Mortgage Corporation 01/25/2019 - 340,000.00 82,013.66 81,779.75 AAA 29 Page 7 of 34 NM MEI Rirerside (ounly ironsporrgon {ammission STAMP Portfolio by Account for quarter ended June 30, 2016 Source Account Account Identifier Security Type Category Issuer Final Maturity Trade Date Current Face Value Original Cost Next Cab Date Base Market Value Base Net Total Unrealized Gain/Loss Coupon Yield Summarized Credit Ratin• 256350005 LC -Project Fund-Toll2 3133XY2H7 Agency CMO FHLBanks Office of Finance 04/20/2017 07/13/2015 252,119.58 258,974.08 --- --- -- 255,971.96 266.16 2.900 1.249 AA AAA 256350005 LC -Project Fund -Toll 2 31394GH22 Agency CMO Federal Home Loan Mortgage Corporation 07/15/2018 07/20/2015 85,281.36 88,399.47 87,433.87 497.23 4.500 1.105 256350005 LC -Project Fund-Toll2 3137AQVV7 Agency CMO Federal Home Loan Mortgage Corporation 10/25/2018 06/06/2016 166,613.60 167,290.47 167,576.63 300.47 1.560 0.969 AAA 256350005 LC -Project Fund -Toll 2 3137ANLP8 Agency CMO Federal Home Loan Mortgage Corporation 11/25/2016 -- 97,246.55 98,042.10 --- 97,264.05 (101.26) 1.655 1.144 AAA 256350005 LC -Project Fund -Toll 2 3137AH6B9 Agency CMO Federal Home Loan Mortgage Corporation 10/25/2020 --- 191,888.69 195,813.80 --- 195,219.87 174.17 2.257 1.074 AAA 256350005 LC -Project Fund-Toll2 36225FGM5 Agency MBS Ginnie Mae lI 08/20/2041 08/06/2015 102,804.70 106,402.87 --- 105,974.17 (309.81) 1.875 1.117 AAA The Government National Mortgage Association Guaranteed REMIC Pass- 256350005 LC -Project Fund-Toll2 38378NNA7 Agency MBS Through Securities 05/16/2038 06/26/2015 572,901.01 576,817.33 -- 579,059.70 2,444.72 2.250 1.945 AAA 256350005 LC -Project Fund-Toll2 3136AEYG6 Agency MBS Federal National Mortgage Association Fannie Mae 06/25/2018 07/02/2015 209,392.08 212,009.49 -- 212,133.02 1,048.88 1.825 1.203 AAA 256350005 LC -Project Fund-Toll2 36225FLU1 Agency MBS Ginnie Mae ll 02/20/2042 08/06/2015 214,445.88 221,750.44 --- 222,487.61 983.42 2.000 0.879 AAA 256350005 LC -Project Fund-Toll2 3138EKUP8 Agency MBS Federal National Mortgage Association Fannie Mae 03/01/2025 09/21/2015 191,726.62 202,046.91 -- 198,254.91 (2,746.59) 5.000 2.161 AAA 256350005 LC -Project Fund-Toll2 3138LITX7 Agency MBS Federal National Mortgage Association Fannie Mae 11/O1/2017 06/18/2015 306,430.02 307,818.54 --- 306,417.76 (659.93) 1.660 1.643 AAA 256350005 LC -Project Fund-Toll2 36225EUY6 Agency MBS Ginnie Mae lI 09/20/2039 09/17/2015 94,723.57 97,417.29 -- 96,777.18 (551.43) 1.875 1.476 AAA 256350005 LC -Project Fund -Toll 2 3137A7JU5 Agency MBS Federal Home Loan Mortgage Corporation 11/25/2017 06/03/2016 430,000.00 442,345.70 --- 443,132.20 1,430.95 3.882 1.235 AAA 256350005 LC -Project Fund-Toll2 55315FAB6 Asset Backed MMAF EQUIP FIN LLC 2016-A 12/17/2018 05/03/2016 275,000.00 274,996.84 --- 275,269.50 272.51 1.390 1.285 AAA 256350005 LC -Project Fund-Toll2 47787UAD5 Asset Backed John Deere Owner Trust 2015 06/17/2019 --- 600,000.00 600,819.73 --- 602,184.00 1,577.27 1.320 0.964 AAA 256350005 LC -Project Fund-Toll2 161571FK5 Asset Backed Chase Issuance Trust 08/16/2021 12/10/2015 150,000.00 148,359.38 -- 151,951.50 3,355.65 1.580 1.159 AAA 256350005 LC -Project Fund-Toll2 58768WAD1 Asset Backed Mercedes-Benz Auto Receivables Trust 2013-1 11/15/2019 06/16/2015 350,000.00 351,066.41 --- 350,227.50 (261.87) 1.130 1.081 AAA 256350005 LC -Project Fund-Toll2 025827GG9 Asset Backed American Express Credit Account Master Trust 05/17/2021 02/26/2016 300,000.00 300,468.75 -- 300,219.00 (197.21) 0.862 0.854 AAA 256350005 LC -Project Fund-Toll2 36159LBW5 Asset Backed GE Dealer Floorplan Master Not 04/22/2019 05/03/2016 300,000.00 300,656.25 --- 300,714.00 163.05 1.198 0.941 AAA 256350005 LC -Project Fund-Toll2 65478QAD0 Asset Backed Nissan Auto Lease Trust 2016-A 03/15/2019 05/17/2016 155,000.00 154,992.99 -- 155,469.65 476.45 1.490 1.331 AAA 256350005 LC -Project Fund-Toll2 58769AAD8 Asset Backed Mercedes-Benz Auto Lease Trust 2015-B 07/16/2018 --- 600,000.00 600,906.74 --- 601,518.00 619.60 1.340 1.103 AAA 256350005 LC -Project Fund-Toll2 90290RAD7 Asset Backed USAA Auto Owner Trust 2014-1 05/15/2019 06/12/2015 445,000.00 443,991.80 -- 445,102.35 560.91 0.940 0.914 AAA 256350005 LC -Project Fund-Toll2 438141CAC5 Asset Backed Honda Auto Receivables 2015-1Owner Trust 10/15/2018 06/02/2016 600,000.00 600,093.75 --- 600,948.00 861.68 1.050 0.866 AAA 256350005 LC -Project Fund-Toll2 161571HB3 Asset Backed Chase Issuance Trust 05/17/2021 06/07/2016 500,000.00 500,878.91 --- 500,145.00 (718.43) 0.852 0.868 AAA 256350005 LC -Project Fund-Toll2 161571G17 Asset Backed Chase Issuance Trust 01/15/2019 --- 500,000.00 500,726.56 --- 501,000.00 536.83 1.150 0.785 AAA 256350005 LC -Project Fund-Toll2 58772PAC2 Asset Backed Mercedes-Benz Auto Receivables Trust 2015-1 06/15/2018 08/04/2015 268,704.57 268,736.06 -- 268,822.80 (2.46) 0.712 0.640 AAA 256350005 LC -Project Fund-Toll2 161571GQ1 Asset Backed Chase Issuance Trust 11/15/2019 10/28/2015 120,000.00 120,510.94 --- 120,622.80 277.13 1.380 1.002 AAA 256350005 LC -Project Fund-Toll2 36159LCR5 Asset Backed GE Dealer Floorplan Master Not O1/20/2020 06/07/2016 110,000.00 109,759.38 -- 109,654.60 (113.55) 0.948 1.172 AAA 256350005 LC -Project Fund-Toll2 477877AD6 Asset Backed John Deere Owner Trust 2014-B 11/15/2018 --- 452,257.61 452,225.81 --- 452,447.56 221.18 1.070 1.012 AAA 256350005 LC -Project Fund-Toll2 60689LAC9 Asset Backed MMAF EQUIP FIN LLC 2013-A 12/11/2017 08/05/2015 60,724.50 60,752.96 --- 60,722.07 (13.82) 1.030 1.049 AAA 256350005 LC -Project Fund -Toll 2 55315GAC2 Asset Backed MMAF EQUIP FIN LLC 2015-A 10/16/2019 --- 282,000.00 281,080.94 --- 282,349.68 904.50 1.390 1.277 AAA 256350005 LC -Project Fund-Toll2 16157113Q6 Asset Backed Chase Issuance Trust 04/15/2019 04/27/2016 300,000.00 299,730.47 --- 299,793.00 47.53 0.492 0.623 AAA 256350005 LC -Project Fund-Toll2 025821GS3 Asset Backed American Express Credit Account Master Trust 01/15/2020 07/13/2015 500,000.00 500,859.38 --- 502,030.00 1,618.29 1.260 0.836 AAA 256350005 LC -Project Fund-Toll2 62888WAA4 CMO NCUA GTD TITS TR 2010-R3 12/08/2020 -- 516,472.13 518,518.78 --- 517,406.94 (1,079.60) 0.996 1.062 AAA 256350005 LC -Project Fund-Toll2 62888YAA0 CMO NCUA Guaranteed Notes Trust 2011-RI O1/08/2020 07/14/2015 203,199.18 204,183.43 --- 203,611.67 (360.93) 0.915 1.062 AAA 256350005 LC -Project Fund-Toll2 00138CAA6 Corporate AIG GLOBAL FDG SR SECD MEDIUMTERM NTS BOOK ENTRY 144A 12/15/2017 --- 700,000.00 702,068.00 --- 703,052.00 1,322.69 1.650 1.347 A 256350005 LC -Project Fund -Toll 2 553794AA6 Corporate MUFG Americas Holdings Corporation 02/09/2018 --- _ 350,000.00 348,334.50 01/09/2018 350,332.50 1,442.27 1.625 1.562 A 256350005 LC -Project Fund-Toll2 865622CB8 Corporate Sumitomo Mitsui Banking Corporation O1/18/2019 01/13/2016 250,000.00 250,000.00 -- 251,742.50 1,742.50 1.573 1.296 A CHEVRON PHILLIPS CHEM CO LLC / CHEVRON PHILLIPS CHEM 256350005 LC -Project Fund-Toll2 166754AK7 Corporate CO LP 05/O1/2018 06/11/2015 300,000.00 _ 299,631.00 --- 299,310.00 (453.20) _ 1.700 1.827 A 256350005 LC -Project Fund-Toll2 22546QAM9 Corporate Credit Suisse AG 05/26/2017 -- 555,000.00 554,149.80 --- 554,661.45 258.45 1.155 1.208 A 256350005 LC -Project Fund-Toll2 26442CAD6 Corporate Duke Energy Carolinas, LLC 04/15/2018 06/11/2015 116,000.00 127,422.52 --- 124,203.52 924.67 5.100 1.102 AA 256350005 LC -Project Fund-Toll2 25152RVQ3 Corporate Deutsche Bank Aktiengesellschaft 02/13/2017 01/25/2016 15,000.00 14,971.05 -- 14,984.70 1.90 1.237 1.425 BBB 256350005 LC -Project Fund-Toll2 89352HAP4 Corporate TransCanada Pipelines Limited O1/12/2018 _ 02/03/2016 _ 150,000.00 146,716.50 --- 149,365.50 1,981.09 _ 1.421 1.697 A 256350005 LC -Project Fund-Toll2 828807CM7 Corporate Simon Property Group, L.P. 02/O1/2018 -- 540,000.00 540,516.00 11/O1/2017 542,311.20 1,704.13 1.500 1.176 A 256350005 LC -Project Fund-Toll2 05531FAP8 Corporate BB&T Corporation 06/15/2018 _ --- _380,000.00 381,823.60 05/15/2018 382,025.40 264.17 _ 1.513 1.212 A 256350005 LC -Project Fund-Toll2 446438RR6 Corporate The Huntington National Bank 11/06/2018 --- 550,000.00 553,005.00 10/06/2018 556,732.00 3,725.57 2.200 1.647 A 256350005 LC -Project Fund-Toll2 90261XHJ4 Corporate UBS AG 03/26/2018 01/12/2016 250,000.00 249,745.00 -- 250,215.00 416.52 1.340 1.280 A 256350005 LC -Project Fund-Toll2 74153WCE7 Corporate Pricoa Global Funding l 08/18/2017 06/10/2015 300,000.00 299,511.00 -- 301,020.00 1,275.43 1.350 1.047 AA 256350005 LC -Project Fund-Toll2 59562VAT4 Corporate Berkshire Hathaway Energy Company 04/O1/2018 10/15/2015 150,000.00 165,180.00 --- 161,623.50 704.54 5.750 1.265 A 256350005 LC -Project Fund-Toll2 928668AF9 Corporate Volkswagen Group of America Finance, LLC 11/20/2017 06/11/2015 300,000.00 300,525.00 -- 300,126.00 (176.64) 1.600 1.569 A 256350005 LC -Project Fund-Toll2 06050TLY6 Corporate Bank of America, National Association 03/26/2018 06/10/2015 300,000.00 298,968.00 --- 301,800.00 2,448.51 1.650 1.300 A 256350005 LC -Project Fund-Toll2 69353RET1 Corporate PNC Realty Investors, Inc. 11/05/2018 -- 550,000.00 553,280.50 10/06/2018 556,671.50 3,444.44 1.800 1.255 A 256350005 LC -Project Fund-Toll2 02665WBB6 Corporate American Honda Finance Corporation 02/22/2019 --- 420,000.00 424,065.30 --- 424,649.40 658.39 1.479 1.041 A 256350005 LC -Project Fund-Toll2 037833BR0 Corporate Apple Inc. 02/22/2019 -- 450,000.00 454,432.50 -- 456,439.50 2,114.45 1.474 0.915 AA 256350005 LC -Project Fund-Toll2 17401QAC5 Corporate Citizens Bank, National Association 12/03/2018 --- 550,000.00 553,356.00 11/03/2018 557,199.50 3,869.21 2.300 1.727 A 256350005 LC -Project Fund-Toll2 91159HHD5 Corporate U.S. Bancorp 05/15/2017 -- 550,000.00 554,566.00 04/15/2017 552,634.50 22.99 1.650 1.041 A 256350005 LC -Project Fund -Toll 2 46623EKD0 Corporate JPMorgan Chase & Co. 03/O1/2018 --- 730,000.00 729,894.80 02/O1/2018 734,044.20 3,879.97 1.700 1.346 A 256350005 LC -Project Fund-Toll2 89837I Ail Corporate The Trustees of Princeton University 03/01/2019 06/26/2015 175,000.00 194,153.75 -- 192,514.00 3,436.46 4.950 1.133 AAA 256350005 LC -Project Fund -Toll 2 40428HPQ9 Corporate HSBC USA Inc. 03/05/2018 --- 395,000.00 394,330.60 --- 395,248.85 689.31 1.700 1.661 A 256350005 LC -Project Fund-Toll2 61747YDT9 Corporate Morgan Stanley 03/22/2017 06/08/2016 300,000.00 308,265.00 -- 307,440.00 (304.44) 4.750 1.312 A 256350005 LC -Project Fund-Toll2 38141GRC0 Corporate The Goldman Sachs Group, Inc. O1/22/2018 --- 580,000.00 586,667.20 --- 587,795.20 1,760.38 2.375 1.500 A 256350005 LC -Project Fund-Toll2 06050TKX9 Corporate Bank of America, National Association 06/15/2017 -- 505,000.00 501,876.55 -- 503,348.65 704.22 0.953 1.280 A 256350005 LC -Project Fund-Toll2 89114QBF4 Corporate The Toronto -Dominion Bank O1/22/2019 --- 525,000.00 528,126.80 --- 528,533.25 484.70 1.475 1.208 AA 256350005 LC -Project Fund-Toll2 55279HAH3 Corporate Manufacturers and Traders Trust Company 07/25/2017 --- 550,000.00 549,163.10 -- 549,043.00 (439.78) 0.938 1.101 A 256350005 LC -Project Fund -Toll 2 09062XAB9 Corporate Biogen Inc. 03/01/2018 03/03/2016 55,000.00 60,217.85 --- 59,862.00 454.51 6.875 1.492 A 256350005 LC -Project Fund-Toll2 949887589 Corporate Wells Fargo Bank, National Association O1/22/2018 --- 500,000.00 501,314.25 -- 502,205.00 942.48 1.375 1.093 AA 256350005 LC -Project Fund -Toll 2 49327M2H6 Corporate KeyBank National Association 06/O1/2018 --- 650,000.00 650,060.00 -- 653,094.00 2,765.39 1.700 1.447 A 256350005 LC -Project Fund-Toll2 94974BFK1 Corporate Wells Fargo & Company 04/23/2018 -- 440,000.00 440,084.80 -- 441,012.00 944.69 1.268 1.138 A 256350005 LC -Project Fund -Toll 2 38147MAA3 Corporate The Goldman Sachs Group, Inc. 07/19/2018 12/02/2015 100,000.00 102,578.00 --- 102,617.00 586.38 2.900 1.599 A 256350005 LC -Project Fund-Toll2 46849LSL6 Corporate Jackson National Life Global Funding 10/15/2018 --- 450,000.00 452,757.00 -- 455,278.50 2,561.90 1.875 1.353 AA 256350005 LC -Project Fund-Toll2 209111ET6 Corporate Consolidated Edison Company of New York, Inc. 04/O1/2018 06/22/2015 220,000.00 245,828.00 -- 237,912.40 1,439.29 5.850 1.144 A 256350005 LC -Project Fund-Toll2 31677QAV1 Corporate Fifth Third Bank 02/28/2018 06/08/2016 400,000.00 400,544.00 01/28/2018 401,984.00 1,455.82 1.450 1.132 A 256350005 LC -Project Fund-Toll2 063679ZT4 Corporate Bank of Montreal O1/30/2017 06/12/2015 300,000.00 304,620.00 --- 301,905.00 242.81 1.950 0.856 AAA 256350005 LC -Project Fund-Toll2 0258MODZ9 Corporate American Express Credit Corporation 11/05/2018 --- 450,000.00 453,007.50 10/05/2018 454,788.00 1,850.82 1.875 1.396 A 256350005 LC -Project Fund -Toll 2 55279HAA8 Corporate Manufacturers and Traders Trust Company 03/07/2018 06/06/2016 400,000.00 400,012.00 02/05/2018 400,908.00 895.83 1.450 1.306 A 256350005 LC -Project Fund-Toll2 59217GAY5 Corporate Metropolitan Life Global Funding I O1/10/2018 -- 550,000.00 550,406.00 -- 553,168.00 2,650.51 1.500 1.119 AA 30 Page 8 of 34 NM MEI Rirerside (ounly ironsporrgon {ammission STAMP Portfolio by Account for quarter ended June 30, 2016 Source Account Account Security Type Identifier Cateoor Issuer Current Face Next Call Base Net Total Summarized Final Maturity Trade Date Value Ori••na! Cost Date Base Market Value Unrealized Gain/Loss Con on Yield Credit Ratin• 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund-Toll2 80851QDA9 Corporate 780082AA1 Corporate The Charles Schwab Corporation Royal Bank of Canada 09/01/2017 10/27/2015 65,000.00 71,075.55 02/05/2020 06/24/2016 990,000.00 1,002,941.55 68,916.90 1,002,998.70 35.16 6.375 1.170 75.79 1.875 1.499 A AAA 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund-Toll2 842434CN0 Corporate 48121CYK6 Corporate 59217GAZ2 Corporate Southern California Gas Company JPMorgan Chase Bank, National Association Metropolitan Life Global Funding I O6/15/2018 06/15/2015 10/01/2017 03/09/2016 06/22 /2018 11 / 10/2015 250,000.00 250,000.00 150.000.00 249,992.50 265,022.50 150,199.50 252,417.50 264,052.50 151,486.50 2,422.52 1.550 1.050 1,869.75 6.000 1.454 1,333.30 1 875 1.365 AA A AA 256350005 LC -Pro ect Fund-Toll2 6174467V5 Co •orate Mo an Stale 04/25/2018 311,000.00 314,084.33 -- 314,004.26 79.33 1.918 1.383 A 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund-Toll2 44890MG14 CP 78513KG70 CP 44331BG56 CP Hyundai Capital America S&P Global Inc. HP Inc. 07/O1/2016 06/07/2016 1,200,000.00 1,199,432.00 07/07/2016 06/07/2016 1,200,000.00 1,199,150.00 07/05/2016 06/23/2016 2.000.000.00 1,999,473.34 1,200,000.00 1,199,892.00 1.999.880.00 0.00 0.000 0.000 AA 62.00 0.000 0.541 AA 55.55 0.000 0.541 AA 256350005 LC -Pro ect Fund-Toll2 43357LG71 CP Hitachi Capital America C. 07/07/2016 06/07/2016 1,200,000.00 1,199,100.00 - 1,199,892.00 72.00 0.000 0.541 AA 256350005 LC -Project Fund -Toll 2 69430LGJ1 CP Pacific Gas and Electric Company 07/18/2016 06/30/2016 900,000.00 899,685.00 --- 899,766.00 63.50 0.000 0.551 AA 256350005 LC -Project Fund-Toll2 83701LGU9 CP South Carolina Fuel Company, Inc. 07/28/2016 06/30/2016 1,500,000.00 1,498,903.34 -- 1,499,370.00 427.49 0.000 0.561 AA 256350005 LC -Project Fund-Toll2 07787PG51 CP The Bell Telephone Company of Canada Or Bell Canada 07/05/2016 06/07/2016 1,200,000.00 1,199,281.33 --- 1, 199,928.00 30.67 0.000 0.541 AA 256350005 LC -Pro ect Fund-Toll2 16677AG66 CP Chevron Ph08.s Chemical Com .an LLC 07/06/2016 06/29/2016 700,000.00 699.918.33 -- 699,944.00 2.34 0.000 0.577 AAA 256350005 LC -Project Fund -Toll 2 05634BG69 CP Bacardi U.S.A., Inc. 07/06/2016 256350005 LC -Project Fund -Toll 2 CCYUSD Currency UNITED STATES OF AMERICA 06/30/2016 256350005 LC -Project Fund -Toll 2 9AMMF05B2 MM Fund U.S. Bank Money Market Account Fund 06/30/2016 O6/08/2016 1,000,000.00 999,385.56 --- 999,920.00 29.72 0.000 0.577 AA --- 0.00 551,160.50 -- 551,160.50 0.00 0.000 0.000 AAA 06/30/2016 0.00 419,117.65 --- 419,117.65 0.00 0.000 0.000 NA 256350005 LC -Pro ect Fund-Toll2 65819WAC7 Muni North Carolina Eastem Munici.al Power A•enc 07/O1/2018 190,000.00 190,625.40 -- 192,141.30 1,644.88 2.003 1.430 A 256350005 LC -Project Fund-Toll2 544587B98 Muni Municipal Improvement Corporation of Los Angeles 11/O1/2018 11/04/2015 160,000.00 160,000.00 --- 163,928.00 3,928.00 2.344 1.274 A 256350005 LC -Project Fund-Toll2 180848HP1 Muni Clark County of 07/01/2017 07/06/2015 120,000.00 126,764.40 -- 124,039.20 595.48 4.300 0.920 AA 256350005 LC -Project Fund-Toll2 20772E-59 Muni Connecticut, State of 08/O1/2020 03/03/2016 130000.00 132,577.90 -- 135,848.70 3,445.96 2.500 1.364 AA 256350005 LC -Pro ect Fund-Toll2 13063BFU1 Muni California, State Of 03/01/2019 140,000.00 158,412.45 -- 158,020.80 1.184.30 6.200 1.279 AA 256350005 LC -Project Fund-Toll2 937308AZ7 Muni WBRP 3.2 WASHINGTON BIOMED RES 03/01/2018 09/25/2015 95,000.00 95,000.00 --- 95,666.90 666.90 1.485 1.059 AA 256350005 LC -Project Fund-Toll2 49130TRY4 Muni Kentucky Housing Corporation O1/01/2017 06/17/2015 275,000.00 274,634.25 --- 275,382.25 502.75 0.937 0.660 AAA 256350005 LC -Project Fund-Toll2 91476PPG7 Muni University of Oklahoma 07/O1/2020 11/17/2015 80,000.00 79,544.00 --- 82,361.60 2,760.41 2.349 1.585 A 256350005 LC -Pro ect Fund-Toll2 4581X0C15 Non -US Gov Inter -American Development Bank 09/12/2016 04/20/2016 100,000.00 100,012.10 100,043.00 36.69 0.625 0.409 AAA 256350005 LC -Project Fund-Toll2 62944BBC7 Non -US Gov N.V. Bank Nederlandse Gemeenten 07/14/2017 --- 575,000.00 574,335.00 --- 574,430.75 (90.15) 0.700 0.799 AAA 256350005 LC -Project Fund-Toll2 748148RV7 Non -US Gov Gouvemement de la Province de Quebec 09/04/2018 --- 375,000.00 374,252.10 -- 374,115.00 (237.05) 0.910 0.975 AA 256350005 LC -Project Fund-Toll2 500769FZ2 Non -US Gov KfW 12/15/2016 --- 540,000.00 539,671.10 --- 539,989.20 255.73 0.625 0.629 AAA 256350005 LC -Pro ect Fund-Toll2 298785GK6 Non -US Gov Ban. ue Eur .eenne D'mvestissement (BEI 04/18/2017 575,000.00 575.503.50 575.575.00 148.92 0.875 0.749 AAA 256350005 LC -Project Fund-Toll2 302154BL2 Non -US Gov The Export -Import Bank of Korea O1/14/2017 02/04/2016 200,000.00 200,380.00 --- 200,276.00 55.82 1.380 1.137 AA 256350005 LC -Project Fund-Toll2 45818WAN6 Non -US Gov Inter -American Development Bank 12/12/2016 05/12/2016 250,000.00 250,025.00 --- 249,985.00 (33.86) 0.646 0.666 AAA 256350005 LC -Project Fund-Toll2 45950KBY5 Non -US Gov International Finance Corporation 08/01/2016 --- 600,000.00 599,964.00 --- 599,964.00 (24.79) 0.477 0.549 AAA 256350005 LC -Project Fund-Toll2 500769GE8 Non -US Gov 256350005 LC -Project Fund-Toll2 912828K33 TIPS Treasury, United States Department of 07/15/2016 04/26/2016 325,000.00 325,000.00 -- 325,009.75 9.75 0.500 0.427 AAA 04/15/2020 2,145,213.00 2,161,905.95 2,194,424.19 33,016.55 0.125 -0.474 AAA 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund-Toll2 912828TG5 US Gov Treasury, United States Department of 912828KD1 US Gov Treasury, United States Department of 912828UA6 US Gov Treasury, United States Department of 912828B58 US Gov Treasury, United States Department of 912828UF5 US Gov Treasury, United States Department of 912828UR9 US Gov Treasury, United States Department of 912828VK3 US Gov Treasury, United States Department of 07/31/2017 02/15/2019 11/30/2017 O1/31/2021 1,600,000.00 1,592,193.36 1,935,000.00 2,027,131.64 3,465,000.00 3,454,861.14 1,125,000.00 1,160,760.74 1,599,504.00 2,039,606.10 3,467,841.30 1,182,915.00 5,468.27 0.500 0.529 AAA 26,994.50 2.750 0.670 AAA 11,170.75 0.625 0.567 AAA 23,184.58 2.125 0.974 AAA 12/31/2019 --- 3,775,000.00 3,776,018.56 -- 3,815,543.50 39,603.55 1.125 0.813 AAA 02/28/2018 --- 2,750,000.00 2,747,428.71 --- 2,757,507.50 10,268.94 0.750 0.585 AAA 06/30/2018 --- 3,475,000.00 3,511,639.86 -- 3,527,820.00 22,372.76 1.375 0.609 AAA 68,420,953.89 256350022 LC -Sr Lien Ob Fund-1 Interest 256350022 LC -Sr Lien Ob Fund -I Interest 256350022 LC -Sr Lien Ob Fund-1 Interest 256350022 LC -Sr Lien Ob Fund -I Interest 256350022 LC -Sr Lien Ob Fund-1 Interest 256350022 LC -Sr Lien Ob Fund -I Interest 256350022 LC -Sr Lien Ob Fund-1 Interest 256350022 LC -Sr Lien Ob Fund -I Interest 256350022 LC -Sr Lien Ob Fund-1 Interest 256350022 LC -Sr Lien Ob Fund -I Interest 256350022 LC -Sr Lien Ob Fund-1 Interest 256350022 LC -Sr Lien Ob Fund -I Interest 256350022 LC -Sr Lien Ob Fund-1 Interest 31393EXC8 Agency CMG Federal National Mortgage Association Fannie Mae 3136A4M89 Agency CMG Federal National Mortgage Association Fannie Mae 3137ASNH3 Agency CMO Federal Home Loan Mortgage Corporation 3136A8G38 Agency CMG Federal National Mortgage Association Fannie Mae 31393 V2T7 Agency CMG Federal Home Loan Mortgage Corporation 31402RBG3 Agency MBS Federal National Mortgage Association Fannie Mae 31385JLF3 Agency MBS Federal National Mortgage Association Fannie Mae 38144LAB6 Corporate The Goldman Sachs Group, Inc. 05565QCC0 Corporate BP Capital Markets P.L.C. 166764AE0 Corporate Chevron Corporation 891145TN4 Corporate The Toronto -Dominion Bank 48121CYK6 Corporate JPMorgan Chase Bank, National Association 89236TAY1 Corporate Toyota Motor Credit Corporation 09/25/2018 07/24/2013 20,103.66 21,253.34 20,629.17 75.00 4.500 0.987 AAA O1/25/2019 07/05/2013 160,863.65 161,887.90 -- 163,226.73 1,992.35 1.934 1.359 AAA 09/25/2021 08/15/2013 315,228.17 306,953.43 316,854.74 6,975.62 1.459 1.213 AAA O8/25/2017 07/08/2013 553,091.04 544,924.31 -- 554,086.61 3,705.06 1.246 1.368 AAA 06/15/2018 07/08/2013 102,542.54 108,454.75 104,725.67 198.38 4.500 0.336 AAA 09/O1/2019 --- 33,099.48 35,504.08 -- 34,101.40 (145.97) 6.000 I.590 AAA 08/O1/2017 09/18/2013 56,426.00 60,234.76 57,365.49 (221.47) 6.000 1.511 AAA 09/O1/2017 07/03/2013 300,000.00 322,515.00 -- 316,863.00 10,113.27 6.250 1.386 A 11/06/2017 07/03/2013 300,000.00 292,194.00 301,047.00 3,550.57 1.375 1.114 A 06/24/2018 06/17/2015 300,000.00 301,848.00 05/24/2018 303,504.00 2,294.34 1.718 1.095 AA 03/13/2017 05/21/2015 700,000.00 707,168.00 702,786.00 (28.68) 1.500 0.930 AAA 10/O1/2017 07/03/2013 300,000.00 341,424.00 -- 316,863.00 4,142.88 6.000 1.454 A 10/24/2018 06/17/2015 500,000.00 505,870.00 509,715.00 5,610.32 2.000 1.147 AA 256350022 LC -Sr Lien Ob Fund -I Interest 256350022 LC -Sr Lien Ob Fund-1 Interest 256350022 LC -Sr Lien Ob Fund -I Interest 256350022 LC -Sr Lien Ob Fund-1 Interest 256350022 LC -Sr Lien Ob Fund -I Interest 256350022 LC -Sr Lien Ob Fund-1 Interest 256350022 LC -Sr Lien Ob Fund -I Interest 256350022 LC -Sr Lien Ob Fund-1 Interest 02580ECC5 Corporate American Express Bank, FSB. 30231GAL6 Corporate Exxon Mobil Corporation 94974BGF1 Corporate Wells Fargo & Company 46625HJL5 Corporate JPMorgan Chase & Co. 63307EAB3 Corporate National Bank of Canada 78011DAC8 Corporate Royal Bank of Canada 92780JH20 CP Virginia Electric and Power Company 9AMMF05B2 MM Fund U.S. Bank Money Market Account Fund 09/13/2017 07/08/2013 250,000.00 287,890.00 -- 263,375.00 2,117.25 6.000 1.493 A 03/06/2018 06/10/2015 420,000.00 419,525.40 423,276.00 3,569.52 1.305 0.837 AAA O1/30/2020 06/03/2015 600,000.00 594,924.00 -- 610,176.00 14,130.08 2.150 1.660 A 05/15/2018 06/03/2015 500,000.00 497,550.00 --- 501,955.00 3,530.48 1.625 1.413 A 10/19/2016 05/21/2015 900,000.00 918,414.00 09/19/2017 05/21/2015 700,000.00 700,763.00 O8/02/2016 06/23/2016 150,000.00 149,881.67 06/30/2016 0.00 75,774.61 902,934.00 (1,048.24) 2.200 1.115 AAA 701,519.00 149,917.50 75,774.61 1,113.18 1.200 1.020 AAA 12.16 0.000 0.620 AAA 0.00 0.000 0.000 NA 256350022 LC -Sr Lien Ob Fund -I Interest 256350022 LC -Sr Lien Ob Fund-1 Interest 256350022 LC -Sr Lien Ob Fund -I Interest 256350022 LC -Sr Lien Ob Fund-1 Interest 235219152 Muni Dallas, City of 912828RX0 US Gov Treasury, United States Department of 912828184 US Gov Treasury, United States Department of 912828UA6 US Gov Treasury, United States Department of 02/15/2017 07/10/2013 650,000.00 650,000.00 -- 654,511.00 4,511.00 1.589 0.475 AA 12/31/2016 09/13/2013 950,000.00 945,212.89 03/31/2020 600,000.00 591,146.48 11/30/2017 07/05/2013 1,200,000.00 1,166,062.50 952,194.50 2,928.52 0.875 0.412 AAA 611,346.00 18,336.24 1.375 0.862 AAA 1,200,984.00 12,117.27 0.625 0.567 AAA 256350022 LC -Sr Lien Ob Fund -I Interest 256350022 LC -Sr Lien Ob Fund-1 Interest 912828K41 US Gov Treasury, United States Department of 912828UZ1 US Gov Treasury, United States Department of 04/30/2017 07/30/2015 200,000.00 200,OO1.77 04/30/2018 07/14/2015 700,000.00 693,656.25 200,030.00 29.16 0.334 0.320 AAA 700,462.00 4,638.82 0.625 0.589 AAA 11,650,222.42 256350023 LC -Sr Lien Reserve Fund-1 256350023 LC -Sr Lien Reserve Fund-1 256350023 LC -Sr Lien Reserve Fund-1 256350023 LC -Sr Lien Reserve Fund-1 3135GOD75 Agency Federal National Mortgage Association Fannie Mae 3137EADR7 Agency Federal Home Loan Mortgage Corporation 3137EACA5 Agency Federal Home Loan Mortgage Corporation 3137EADB2 Agency Federal Home Loan Mortgage Corporation 06/22/2020 05/06/2015 600,000.00 593,490.00 05/01/2020 05/15/2015 475,000.00 471,527.75 03/27/2019 07/05/2013 800,000.00 875,900.00 O1/13/2022 750,000.00 737,385.50 611,526.00 16,627.39 1.500 1.006 AAA 482,163.00 9,872.69 1.375 0.973 AAA 863,744.00 26,322.22 3.750 0.805 AAA 794,362.50 50,637.59 2.375 1.265 AAA 256350023 LC -Sr Lien Reserve Fund-1 3136G3JZ9 Agency Federal National Mortgage Association Fannie Mae 04/26/2019 05/31/2016 200,000.00 200,960.00 10/26/2016 200,918.00 121.40 2.000 0.571 AAA 256350023 LC -Sr Lien Reserve Fund-1 3137AEV77 Agency CMO Federal Home Loan Mortgage Corporation 05/25/2018 07/03/2013 250,252.11 257,544.62 256,268.17 3,464.26 2.699 1.252 AAA 31 Page 9 of 34 NM MEI Rirerside (ounly ironsporrgon (omission STAMP Portfolio by Account for quarter ended June 30, 2016 Source Account Account Identifier Security Type Category Issuer Final Maturity Trade Date Current Face Value Next Call Ori •'nal Cost Date Base Market Value Base Net Total Unrealized Gain/Loss Coupon Yield Summarized Credit Ratin• 256350023 LC -Sr Lien Reserve Fund-1 3137AJMF8 Agency CMO Federal Home Loan Mortgage Corporation 10/25/2021 08/05/2015 30,000.00 31,038.28 --- 31,911.00 1,028.19 2.968 1.627 AAA AAA 256350023 LC -Sr Lien Reserve Fund-1 383771Z89 Agency CMO The Government National Mortgage Association Guaranteed REMIC Pass- Through Securities 10/20/2039 07/05/2013 119,825.26 123,490.22 --- 125,250.94 2,357.78 3.500 1.722 256350023 LC -Sr Lien Reserve Fund-1 313921183 Agency CMO Federal National Mortgage Association Fannie Mae 03/25/2018 07/08/2013 14,354.56 15,144.06 --- 14,622.85 39.65 5.000 0.733 AAA 256350023 LC -Sr Lien Reserve Fund-1 38376GB33 Agency CMO The Government National Mortgage Association Guaranteed REMIC Pass- Through Securities 10/16/2044 01/23/2015 334,698.07 343,555.95 --- 340,123.53 (2,665.67) 3.500 2.125 AAA 256350023 LC -Sr Lien Reserve Fund-1 3137AUPE3 Agency CMO Federal Home Loan Mortgage Corporation 06/25/2022 07/03/2013 235,000.00 220,358.40 --- 244,012.25 19,307.78 2.396 1.685 AAA 256350023 LC -Sr Lien Reserve Fund-1 38378CRT6 Agency CMO The Government National Mortgage Association Guaranteed REMIC Pass- Through Securities 10/20/2040 05/22/2014 101,565.80 98,074.48 -- 101,596.27 3,128.60 2.000 1.966 AAA 256350023 LC -Sr Lien Reserve Fund-1 3137A7E22 Agency CMO Federal Home Loan Mortgage Corporation 04/15/2028 07/08/2013 146,796.34 151,980.08 -- 150,316.52 2,267.20 3.500 0.990 AAA 256350023 LC -Sr Lien Reserve Fund-1 31371303W2 Agency CMO Federal Home Loan Mortgage Corporation 08/25/2017 07/31/2013 34,731.89 34,704.75 --- 34,841.29 143.53 1.426 0.889 AAA 256350023 LC -Sr Lien Reserve Fund-1 38376T5Z1 Agency CMO The Government National Mortgage Association Guaranteed REMIC Pass- Through Securities 01/16/2039 01/26/2015 141,520.50 147,853.54 -- 147,859.20 631.69 3.000 1.649 AAA The Government National Mortgage Association Guaranteed REMIC Pass- 256350023 LC -Sr Lien Reserve Fund-1 38377RSZ9 Agency CMO Through Securities 06/16/2039 01/21/2015 49,322.60 52,272.53 -- 51,557.90 (448.68) 4.500 1.702 AAA 256350023 LC -Sr Lien Reserve Fund-1 38378BX20 Agency CMO Government National Mortgage Association 06/16/2051 03/17/2015 64,677.07 63,238.48 --- 63,141.64 (41.94) 1.240 1.750 AAA 256350023 LC -Sr Lien Reserve Fund-1 3837887E3 Agency CMO Govemment National Mortgage Association 05/16/2046 05/22/2015 225,752.57 216,987.02 --- 219,729.49 2,558.75 1.744 2.177 AAA 256350023 LC -Sr Lien Reserve Fund-1 38377RVK8 Agency CMO The Govemment National Mortgage Association Guaranteed REMIC Pass- Through Securities 04/20/2039 -- 163,213.80 167,816.93 -- 170,478.44 3,528.55 3.000 1.398 AAA 256350023 LC -Sr Lien Reserve Fund-1 3136A7MJ8 Agency CMO Federal National Mortgage Association Fannie Mae 12/25/2019 08/20/2013 125,176.71 123,318.61 --- 125,947.80 1,555.79 1.520 1.269 AAA 256350023 LC -Sr Lien Reserve Fund-1 3137ASNH3 Agency CMO Federal Home Loan Mortgage Corporation 09/25/2021 07/03/2013 315,228.17 308,049.34 -- 316,854.74 6,195.55 1.459 1.213 AAA 256350023 LC -Sr Lien Reserve Fund-1 3136A72D3 Agency CMO Federal National Mortgage Association Fannie Mae 04/25/2022 07/03/2013 395,000.00 375,250.00 --- 412,518.25 31,314.26 2.482 1.625 AAA 256350023 LC -Sr Lien Reserve Fund-1 38378B7F0 Agency CMO Govemment National Mortgage Association 12/16/2042 -- 450,000.00 427,324.22 -- 440,928.00 12,888.85 2.273 2.912 AAA 256350023 LC -Sr Lien Reserve Fund-1 3137AQT24 Agency CMO Federal Home Loan Mortgage Corporation 01/25/2019 10/21/2013 170,000.00 171,195.31 --- 174,090.20 3,635.36 2.130 1.082 AAA 256350023 LC -Sr Lien Reserve Fund-1 38376WA62 Agency CMO The Govemment National Mortgage Association Guaranteed REMIC Pass- Through Securities 10/20/2039 01/21/2015 113,725.93 119,399.59 -- 120,908.86 1,101.46 4.000 1.556 AAA The Govemment National Mortgage Association Guaranteed REMIC Pass- 256350023 LC -Sr Lien Reserve Fund-1 38378TAF7 Agency CMO Through Securities 07/20/2041 07/05/2013 209,675.02 209,706.63 -- 217,147.84 7,591.63 2.500 1.474 AAA 256350023 LC -Sr Lien Reserve Fund-1 38377DPX8 Agency CMO The Govemment National Mortgage Association Guaranteed REMIC Pass- Through Securities 11/20/2036 12/31/2013 7,915.26 8,297.74 -- 7,931.80 (29.13) 2.500 0.695 AAA 256350023 LC -Sr Lien Reserve Fund-1 31395EZP5 Agency CMO Federal Home Loan Mortgage Corporation 08/15/2019 07/09/2013 63,266.74 66,934.23 --- 64,758.56 (165.36) 4.500 1.276 AAA 256350023 LC -Sr Lien Reserve Fund-1 31394DVM9 Agency CMO Federal National Mortgage Association Fannie Mae 02/25/2034 06/19/2014 127,749.55 135,075.19 -- 133,253.00 803.47 5.000 1.474 AAA 256350023 LC -Sr Lien Reserve Fund-1 383781CXW4 Agency MBS The Govemment National Mortgage Association Guaranteed REMIC Pass- Through Securities 02/16/2037 12/11/2014 192,110.79 191,180.26 -- 191,019.60 (210.29) 1.705 2.047 AAA 256350023 LC -Sr Lien Reserve Fund-1 31413XVG5 Agency MBS Federal National Mortgage Association Fannie Mae 06/01/2019 08/04/2014 200,000.00 218,500.00 --- 208,638.00 (906.66) 4.506 2.111 AAA 256350023 LC -Sr Lien Reserve Fund-1 38379KDN5 Agency MBS Govemment National Mortgage Association 09/16/2055 08/05/2015 191,434.20 186,543.65 --- 192,961.84 6,168.33 2.100 2.391 AAA 256350023 LC -Sr Lien Reserve Fund-1 3136A4M48 Agency MBS Federal National Mortgage Association Fannie Mae 01/25/2022 07/05/2013 329,463.64 330,390.25 --- 337,202.74 7,373.23 2.098 1.393 AAA 256350023 LC -Sr Lien Reserve Fund-1 31381PEB0 Agency MBS Federal National Mortgage Association Fannie Mae 11/01/2020 09/26/2014 262,482.35 276,385.71 --- 284,053.15 13,471.25 3.370 1.626 AAA 256350023 LC -Sr Lien Reserve Fund-1 3137A711J5 Agency MBS Federal Home Loan Mortgage Corporation 11/25/2017 07/03/2013 325,000.00 351,203.13 -- 334,925.50 2,533.05 3.882 1.235 AAA 256350023 LC -Sr Lien Reserve Fund-1 383781CRS0 Agency MBS The Government National Mortgage Association Guaranteed REMIC Pass- Through Securities 07/16/2043 05/08/2015 450,000.00 434,460.94 -- 452,385.00 17,400.79 2.389 2.418 AAA 256350023 LC -Sr Lien Reserve Fund-1 38378KWU9 Agency MBS The Government National Mortgage Association Guaranteed REMIC Pass- Through Securities 11/16/2041 05/22/2015 65,668.74 64,021.89 -- 64,055.26 (30.14) 1.400 2.245 AAA 256350023 LC -Sr Lien Reserve Fund-1 38378XP62 Agency MBS The Government National Mortgage Association Guaranteed REMIC Pass- Through Securities 05/16/2055 05/14/2015 453,306.38 458,901.88 -- 469,348.89 10,678.25 2.500 1.785 AAA 256350023 LC -Sr Lien Reserve Fund-1 31404WTT3 Agency MBS Federal National Mortgage Association Fannie Mae 05/01/2019 12/31/2013 56,032.10 62,461.36 --- 57,622.85 (1,736.73) 4.500 1.857 AAA 256350023 LC -Sr Lien Reserve Fund-1 31417YKF3 Agency MBS Federal National Mortgage Association Fannie Mae 01/01/2030 _ 07/10/2013 123,703.37 130,507.06 --- 134,943.06 4,654.42 4.500 1.796 AAA 256350023 LC -Sr Lien Reserve Fund-1 31385XBG1 Agency MBS Federal National Mortgage Association Fannie Mae 03/01/2018 09/13/2013 6,794.87 7,236.53 -- 6,907.12 (18.50) 6.000 1.539 AAA 256350023 LC -Sr Lien Reserve Fund-1 31416YX12 Agency MBS Federal National Mortgage Association Fannie Mae 08/01/2026 07/03/2013 53,504.04 56,020.40 --- 56,804.70 1,416.78 3.500 1.277 AAA 256350023 LC -Sr Lien Reserve Fund-1 38378KSL4 Agency MBS The Government National Mortgage Association Guaranteed REMIC Pass- Through Securities 12/16/2046 -- 425,000.00 415,829.11 -- 436,122.25 20,131.89 2.785 2.763 AAA 256350023 LC -Sr Lien Reserve Fund-1 3137B6ZL8 Agency MBS Federal Home Loan Mortgage Corporation 12/25/2019 01/07/2014 31,744.71 32,379.24 --- 32,196.44 133.33 2.075 1.010 AAA 256350023 LC -Sr Lien Reserve Fund-1 31418AFW3 Agency MBS Federal National Mortgage Association Fannie Mae 06/01/2022 07/10/2013 177,128.47 182,940.50 --- 185,914.04 4,868.71 3.000 0.513 AAA 256350023 LC -Sr Lien Reserve Fund-1 3138L33G8 Agency MBS Federal National Mortgage Association Fannie Mae 06/01/2020 11/12/2015 100,000.00 99,875.00 --- 102,806.00 2,950.06 2.010 1.143 AAA 256350023 LC -Sr Lien Reserve Fund-1 38378B6A2 Agency MBS Govemment National Mortgage Association 11/16/2052 01/22/2015 134,496.46 130,256.67 -- 133,138.05 2,926.21 1.826 1.992 AAA 256350023 LC -Sr Lien Reserve Fund-1 3128MMAK9 Agency MBS Federal Home Loan Mortgage Corporation 09/01/2019 _ 07/08/2013 101,430.16 _107,832.94 --- 105,310.88 179.50 5.000 1.750 AAA 256350023 LC -Sr Lien Reserve Fund-1 3136AEYG6 Agency MBS Federal National Mortgage Association Fannie Mae 06/25/2018 l ino/2°13 134,327.00 135,386.93 -- 136,085.34 1,357.57 1.825 1.203 AAA 256350023 LC -Sr Lien Reserve Fund-1 9AMMF05B2 _ MM Fund U.S. Bank Money Market Account Fund 06/30/2016 _ 0.00 _145,788.27 --- 145,788.27 0.00 0.000 0.000 NA 256350023 LC -Sr Lien Reserve Fund-1 912828WU0 TIPS Treasury, United States Department of 07/15/2024 02/05/2016 604,494.00 588,253.10 -- 610,569.16 21,577.86 0.125 0.000 AAA 256350023 LC -Sr Lien Reserve Fund-1 912828B58 US Gov Treasury, United States Department of 01/31/2021 _ --- 1,540,000.00 _ 1,573,283.21 --- 1,619,279.20 _ 50,758.34 2.125 0.974 AAA 256350023 LC -Sr Lien Reserve Fund-1 912828UF5 US Gov Treasury, United States Department of 12/31/2019 -- 1,250,000.00 1,231,787.31 -- 1263,425.00 28,276.03 1.125 0.813 AAA 256350023 LC -Sr Lien Reserve Fund-1 912828VV9 US Gov Treasury, United States Department of 08/31/2020 --- 235,000.00 _ 241,525.78 --- 246,475.05 _ 5,561.29 2.125 0.928 AAA 256350023 LC -Sr Lien Reserve Fund-1 912828VB3 US Gov Treasury, United States Department of 05/15/2023 07/05/2013 1,600,000.00 1,487,125.00 -- 1,650,560.00 132,203.76 1.750 1.268 AAA 256350023 LC -Sr Lien Reserve Fund-1 912828XB1 US Gov Treasury, United States Department of 05/15/2025 05/24/2016 1,200,000.00 1,228,546.88 --- 1,267,548.00 39,296.15 2.125 1.447 AAA 256350023 LC -Sr Lien Reserve Fund-1 912828RC6 US Gov Treasury, United States Department of 08/15/2021 -- 1,775,000.00 1,804,427.73 -- 1,870,548.25 67,819.50 2.125 1.044 AAA 19,515,395.68 32 Page 10 of 34 ATTACHMENT 4 �INEma: Parrside Lawny Tromponmivn Commission STAMP Portfolio Transaction Report by Account Quarter ended June 30, 2016 Beginning Base Base Maturities and Base Base Change In Net Total Realized Amortization/A Net Unrealized Ending Base Ending Accrued 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interes 205091001 LC-2013 A Capitalized Inter. 205091001 LC-2013 A C Pt alized Interes 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A C Pi allzed Interes 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interes 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interes 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interes 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Inter. 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interco 9AMMFO5B2 U.S. Bank Money Market Account Fund 1392HWL3 FNR 033D BC 31392F6C6 FNR 0277C CB 1393EXC8 FNR 0388E TH 912828UB4 UNITED STATES TREASURY 89236TAY1 TOYOTA MOTOR CREDIT CORP 89114QAE8 TORONTO DOMINION BANK 912828UA6 UNITED STATES TREASURY 1402RBG3 FN 735439 1402RBG3 FN 735439 31402RBG3 FN 735439 44328MAL8 HSBC BANK PLC 44328MAL8 HSBC BANK PLC 0231GAL6 EXXON MOBIL CORP 31392FPP6 FNR 0274C PE 136A8G38 FN 12M13A A2 31410GSQ7 FN 888927 31281,419TH0 FH (113052 378,946.68 24,663.9 152,874.28 224,820.61 2,498,925.00 2,036,080.00 756,375.00 ,747,200.00 135,880.44 6,334.64 0,477.14 003,240.00 2,633,505.00 582,604.20 94,408.07 933,069.36 71,777.39 76.737./14 14,322,033.45 (14,310,440.3 I) (1,000,000.00) (2,625,000.00) (4,822.61) (32,440.32) (36 493.02) (31,053.51) (1,447.69) (2,394.40) (22,035.82) (108,725.09) (17,288.40) (11.476.311 (98.29) (671.54) (869.03) (1,096.59) (49.52) (76.50) (450.10) 623.27 (472.94) (350.181 (95.66) (637.31) (408.84) 3,638.98 (1,729.54) (2,043.39) 2,820.93 (247.65) (11.23) (17.52) (2,624.38) (6,379.39) 58.88 (420.02) 977.08 (313.23) (217_661 (44.34) (63.96) (1,387.21) 13,736.02 4,509.54 (821.61) 1,414.07 298.83 12.01 13.41 (615.62) (2,125.61) 1,860.92 (8.96) 2,136.97 238.20 (188.751 90,539.82 19,603.03 119,061.14 185,662.52 2,516,300.00 2,038,860.00 753,510.00 1,75 ,4 5.00 03,781.51 4,838.21 80.21 488.51 678.50 2,117.49 7,444.44 3,562.50 926.40 503.66 23.48 8,002.13 38.84 584,524.00 71,493.17 1,829,081.59 53,941.03 64 504.95 2,417.88 293.83 1,89538 265.00 261.83 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 36290WH47 GN 619551 3128H4NR6 FH E96700 3128PGLY7 FH 104843 912828UZ1 UNITED STATES TREASURY 822582AC6 SHELL INTERNATIONAL FINANCE BV 647,035.10 56,661.04 94,838.59 3,389,902.00 416,332.00 (106,734.86) (9,544.05) (27,512.36) (3,531.38) (258.36) (424.18) (1,889.34) (2,292.19) (120.89) (285.85) 3,364.55 (3,402.79) (218.17) (652.10) 8,977.45 (441.21) 532,587.33 46,519.57 65,964.10 3,402,244.00 412,488.00 1,961.00 188.87 268.06 3,580.16 5,720.00 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 184126YS3 CLAYTON CNTY &. CLAYTON CNTY GA WTR AUTH WTR &. SEW 64966H4E7 NEW YORKNY 777,014.70 1,213,231.50 936.61 (4,092.18) (2,599.81) (3,313.92) 775,351.50 1,205,825.40 1,668.33 9,184.50 6.18 (2.203.901 4 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 912828M23 UNITED STATES TREASURY 912828SY7 UNITED STATES TREASURY 084664BE0 BERKSHIRE HATHAWAY FINANCE CORP 31392BVM5 FNR 023C PG 912828184 UNITED STATES TREASURY 799,944.00 3,897,699.00 872,184.00 16,696.81 2,426,064.00 (3,895,734.38) (9,076.90) 14,617.75 (82.98) 234.20 357.80 2,776.64 (19,359.01) (7,718.59) (3373) 1,596.76 782.59 20.85 17,723.24 800,536.00 865,248.00 7,524.05 2,445,384.00 615.97 5,520.00 34.28 8,295.08 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 912828/84 UNITED STATES TREASURY 459200GX3 INTERNATIONAL BUSINESS MACHINES CORP 1,314,118.00 467,013.45 877.00 (1,084.79) 9,588.00 (654.31) 1324.583.00 465,274.35 4,493.17 4,004.81 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 78008K5V1 ROYAL BANK OF CANADA 912828VC1 UNITED STATES TREASURY 89153 VAC3 TOTAL CAPITAL INTERNATIONAL SA 90327QCW7 USAA CAPITAL CORP 31294LPZ0 FH E02240 3137EADQ9 FREDDIE MAC 912828RU6 UNITED STATES TREASURY 36200AFG9 GN 595167 2,001,820.00 160,630.40 4,042,720.00 46,427.06 1,400,238.00 3,508,330.00 20,417.24 2,600,101.56 (150,257.81) (2,000 000.00) (2,600,000.00) (1,400,000.00) (25,309.44) (4,980.65) (234.06) 277.76 (138.18) (1,793.59) (101.56) 142.11 (26.41) 59.49 (10,771.57) (6,548.43) (121.40) (199.76) 228.82 (81.15) 100.65 (38.24) (1,711.28) 110.24 160,832.00 4,025,400.00 20,862.81 3,356,867.50 15,327.50 20.67 22,750.00 103.88 2,482.75 69.15 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 235219/52 DALLAS TEX 31393V2T7 FHA 2627E GY 2,155,858.95 420,888.17 (70 617.14) (6,042.05) 2,149,816.90 (1,633.34) (1,554.79) __(Q 279.25) 344,803.65 12,816.17 1,266.06 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 205091001 LC-2013 A Capitalized Interest 31402QT68 FN 735073 3128GNR59 FH E85908 31401MWC1 FN 712643 3128PHYS7 FH 106025 3132FEAK7 FH Z50010 169,695.17 42,168.10 528,967.27 43,740.48 94,562.97 (30,000.30) (1,381.41) (21 922.80) (82,329.56) (9,97274) (19,27372) (497.21) (212.77) (15332) 426.38 116.63 (2,264.56) (1,446.43) (2,573.41) (24470) (486.11) (89.86 (329.54) (202.81) (324.93) 138,242.63 19,995.84 440,353.32 33,230.37 74,148.67 664.18 99.64 1,608.96 134.95 301.27 48,399,297.58 16,922,135.01 (18,356,432.50) (9,625,000.00) (685,451.69) 492.06 (28,857.67) 5,745.79 36,631,928.58 113,683.62 256350001 LC -Project Fund-2 Senior Lien 9AMMF05B2 U.S. Bank Money Market Account Fund 2,164,309.60 74,758,665.48 (76,758,877.32) 164,097.76 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Gen 256350001 LC -Project Fund-2 Senior Gen 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 69350AGD4 Ppg Industries, Inc. 744321D57 Prudential Financial, Inc. 0255E2DCI American Electric Power Company, Inc. 6116M2G52 Monsanto Company 07588LGC6 Becton, Dickinson and Company 88513AE57 Thomson Reuters Corporation 78355AD84 Ryder System, Inc, 91842LF33 VW Credit, Inc. 78513KG62 S&P Global Inc. 28103AG17 Edison International 44890MEC2 Hyundai Capital America 412821H20 Harley-Davidson Financial Services, Inc. 05333TFE8 AutoZone, Inc. 9278011120 Virginia Electric and Power Company 77434LDB0 Rockwell Collins, Inc. 6116M2EKI Monsanto Company 91058TFH4 United Healthcare Corporation 277431GC1 Eastman Chemical Company 07787PGN2 The Bell Telephone Company of Canada Or Bell Canad 6362P2GR1 National Grid USA 20279VD83 Commonwealth Edison Company 6821A2FE2 Omnicom Capital Inc. 44890MFA5 Hyundai Capital America 07787PFP8 The Bell Telephone Company of Canada Or Bell Canad 20279VF73 Commonwealth Edison Company 83700EGT9 South Carolina Electric & Gas Company 65475LFV9 Nissan Motor Acceptance Corporation 58507ADI4 Medtronic Global Holdings S.C.A. 42824EDB8 Hewlett Packard Enterprise Company 1,498,120.83 1,899,886.00 1,999,680.00 699,421.53 1,598,896.90 1,898,993.00 1,999,800.00 1,698,862.89 1,598,942.22 1,599,404.45 1,898,812.50 1,598,674.67 1,499,500.01 1,349,109.00 1,099,846.00 1,748,638.89 1,599,306.67 1,599,328.00 1,698,945.52 1,598,95738 1,999,800.00 1,199,284.67 1,499,270.84 1,598,494.22 1,599,075.55 1,698,876.11 1,498,698.33 1,999,460.00 (1,900,000.00) (2,000,000.00) (1,900,000.00) (2,000,000.00) (1,700,000.00) (1,900,000.00) (1,500,000.00) (1,100,000.00) (1,750,000.00) (1,600,000.00) (2,000,000.00) (1,200,000.00) (1,500,000.00) (1,600,000.00) (1,600,000.00) (1,500,000.00) (2,000,000.00) 1,999,720.00 - - (2,000,000.00) 1,469.17 137.22 446.11 512.36 746.21 1,615.00 283.89 1,137.11 868.89 89.33 1,187.50 315.55 499.99 27.00 213.89 1,361.11 693.33 320.00 290.89 327.55 311.11 715.33 729.16 1,505.78 924.45 80.28 1,301.67 770.56 125.00 (23.22) (126.11) 24.11 84.89 (608.00) (83.89) 60.89 90.22 129.78 121.50 (59.89) 80.00 202.59 122.67 (111.11) 363.61 (230.56) 538.89 (258.89) 1,499,715.00 699,958.00 1,599,728.00 1,599,872.00 1,599,584.00 1,599,120.00 1,349,257.50 1,599,728.00 1,699,439.00 1,599,408.00 1,699,320.00 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 83700ED47 South Carolina Electric & Gas Company 1,499,940.00 (1,500,000.00) 1,898,860.00 33 1,140.00 Page 11 of 34 ��INEma: Parrside Lawny rromponmon Commission STAMP Portfolio Transaction Report by Account Quarter ended June 30, 2016 Source Beginning Base Base Maturities and " Base Base Change In Net Total Realized Amortization/A Net Unrealized Ending Base Ending Accrued 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC-Prdect Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC-Prdect Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC-Prdect Fund-2 Senior Lien 256350001 LC-Proiect Fund-2 Senior Lien 256350001 LC-Pojlect Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Pr ct Fund-2 Senior Gen 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Pro ect Fund-2 Senior Lien 256350001 LC-Prj Fund-2 Senior Lien 256350001 LC-Prriect Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC-Prdect Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC-Projact Pund-2 Senior Lien 256350001 LC-Pro.ect Fund-2 Senior Lien 256350001 LC-Prj_ect Fund-2 Senior Lien 256350001 LC -Pro ect Fund-2 Senior Lien 256350001 LC -Pr k t Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC-P jact Pund-2 Senior Lien 256350001 LC -Pro ect Fund-2 Senior Lien 256350001 LC -Project Pund-2 Senior Lien 256350001 LC-Prriect Fund-2 Senior Lien 256350001 LC-Prdect Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 256350001 LC -Project Fund-2 Senior Lien 77434LFL6 43357LG71 Rockwell Collins, Inc. Hitachi Capital America Cory. 00937AE92 Airgas, Inc. 44890MGN6 Hyundai Capital America 80686DDK7 Schlumberger Holdings Corporation 66765EG82 Northwest Natural Gas Company 58063TE61 Mcgraw Hill Financial, Inc. 60920VDL3 Mondelez International, Inc. 65475LEG3 Nissan Motor Acceptance Corporation 07787PD54 The Bell Telephone Company of Canada Or Bell Canad 05635MGD9 Bacardi Corporation 619791D61 Motiva Enterprises LLC 83701LGD7 South Carolina Fuel Company, Inc. 6362P2EP7 National Grid USA 05635MF16 Bacardi Corporation 69430LGJI Pacific Gas and Electric Company 25737LEQ9 Dominion Gas Holdings, LLC 92780E317 Vir_inia Electric and Power many 65475LD17 Nissan Motor Acceptance Corporation 04635PG60 AstraZeneca PLC 00287BFE4 AbbVie Inc. 04635PD71 AstraZeneca PLC 05333TG80 AutoZone, Inc. 78355AF90 Ryder System, Inc. 83700EE95 South Carolina Electric & Gas Company 83700EF86 South Carolina Electric & Gas Company 0220X0EQ6 Altria Group, Inc. 0255E2GFI American Electric Power Company, Inc. 927801EQ0 Virginia Electric and Power Company 91324PCJ9 UNITEDHEALTH GROUP INC 1248C2E69 CBS Corporation 927801FT3 Virginia Electric and Power Company 57163TDN6 Marriott International, Inc. 07274LDJ3 Baycrische Landesbank 25737LGK0 Dominion Gas Holdings, LLC 85572AFP6 Starwood Hotels & Resorts Worldwide, Inc. 41282JFM8 Harley-Davidson Financial Services, Inc. 27805AFM4 Eaton Corporation 88513AF80 Thomson Reuters Corporation 55314MAD8 MMAF I1A A4 25737LDL1 Dominion Gas Holdings, LLC 161571GM0 CHAIT 144A 07787PEA2 The Bell Telephone Company of Canada Or Bell Canad 91302CFW2 United Technologies Corporation 6821A2E08 Omnicom Capital Inc. 66807MFG7 NorthWestem Corporation 85572AEG7 Starwood Hotels & Resorts Worldwide, Inc. 69430LET1 Pacific Gas and Electric Company 60920VGU0 Mondelez International, Inc. 47836JGV5 Johnson Connols, Inc. 43357LE40 Hitachi Capital America Corp. 60920VFG2 Mondelez International, hnc. 1,999,500.00 1,999,460R0 1,999,880.00 1,899,867.00 1,749,580.00 425,000.00 1,999,840.00 290,246.50 1,999,400.00 1,699,592.00 56,997.43 1,999,460.00 130,011.70 ,498,722.50 1,498,912.50 1,699,256.25 1,599,233.33 1,484,019.90 1,998,484.44 1,998,337.22 1,599,136.00 1,599,112.00 1,998,771.66 1,499,212.50 1,598,942.22 1,998,677.78 1,599,002.67 1,499,085.00 1,599,285.33 1,699,109.86 1,998,613.34 1,499,087.51 1,998,057.78 1,599,122.22 1,998,677.78 1,998,791.12 1,798,930.49 1,598,737.78 1,698,995.11 1,598,589.33 1,599,033.33 1,598,826.67 1,998,666.66 1,499,010.00 1,699,008.34 1,599,000.00 1,998,561.12 1,299,340.25 1,698,810.00 999,395.83 1,898,545.97 1,599,15338 ,500,000.00) (1,700,000.00) (2,000,000.00) (2,000,000.00) (2,000,000.00) (2,000,000.00) (2,000,000.00) (1,900,000.00) (2,000,000.00) (1,500,000.00) (2,000,000.00) (1,750 000.00) (425,000.00) (1,500,000.00) (2,000,000.00) (1,700,000.00) (2,000,000.00) (1,500,000.00) (2,000,000.00) (2,000,000.00) (2,000,000.00) (1,800,000.00) (2,000,000.00) (1,700,000.00) (1,700,000.00) (1,600,000.00) (1,600,000.00) (1,600,000.00) (2,000,000.00) (2,000,000.00) (1,500,000.00) (1,700,000.00) (1,600,000.00) (2,000,000.00) (1,300,000.00) (1,900,000.00) (1,600,000.00) (53,265.60) (130,000.00) (40.59) 1,277.50 862.50 743.75 66.67 800.00 789.53 1,515.56 760.00 1,662.78 160.00 480.00 369.44 493.33 1,228.34 787.50 528.89 1,322.22 595.00 846.22 915.00 233.33 506.22 890.14 1,386.66 912.49 1,942.22 386.22 1,322.22 (38.19) 1,208.88 1,069.51 851.66 537.86 694.22 1,004.89 1,410.67 966.67 1,173.33 (36.88) 738.89 8.55 1,333.34 990.00 991.66 1,000.00 1,438.88 659.75 272.00 20.83 1,454.03 846.22 90.00 172.00 (300.00) 27.23 (220.00) (40.00) 80.00 (236.44) 90.67 112.89 (175.00) 23.11 (73.33) 32.45 139.56 159.99 (251.66) (129.86) 120.00 (29.27) (198.89) (20.25) 204.00 583.34 1,499,865.00 1,599,472.00 1,484,836.65 1,599,696.00 1,599,696.00 1,599,584.00 1,599,872.00 1,599,824.00 1,599,648.00 290,368.30 1,599,552.00 3,625.09 1,699,286.00 1,000,000.00 645.50 3.38 36,810,269.23 174,778,402.63 (76,758,877.32) (99,225,000.00) (183,265.60) (40.59) 63,033.62 30.33 35,484,552.30 648.88 256350004 LC-PF-2 Sales Tax Revenue Bond 9AMMF05B2 256350004 LCPF-2 Sales Tax Revenue Bond 69350AGD4 256350004 LC-PF-2 Sales Tax Revenue Bond 88513AE57 256350004 LC-PF-2 Sales Tax Revenue Bond 07588LGC6 256350004 LC-PF-2 Sales Tax Revenue Bond 78513KG62 256350004 LC-PF-2 Sales Tax Revenue Bond CCYUSD 256350004 LC-PF-2 Sales Tax Revenue Bond 91058TFH4 256350004 LC-PF-2 Sales Tax Revenue Bond 69430LFH6 256350004 LC-PF-2 Sales Tax Revenue Bond 57708LFM5 256350004 LC-PF-2 Sales Tax Revenue Bond 44890MFA5 256350004 LC-PF-2 Sales Tax Revenue Bond 07787PFP8 256350004 LC-PF-2 Sales Tax Revenue Bond 65475LFV9 256350004 LC-PF-2 Sales Tax Revenue Bond 42824EDB8 256350004 LC-PF-2 Sales Tax Revenue Bond 64468EAZ3 256350004 LC-PF-2 Sales Tax Revenue Bond 43357LG71 256350004 LC-PF-2 Sales Tax Revenue Bond 07787PD47 256350004 LC-PF-2 Sales Tax Revenue Bond 58063TE61 256350004 LC-PF-2 Sales Tax Revenue Bond 66765EG82 256350004 LC-PF-2 Sales Tax Revenue Bond 61979E361 256350004 LC-PF-2 Sales Tax Revenue Bond 05635MF16 256350004 LC-PF-2 Sales Tax Revenue Bond 92780E317 256350004 LC-PF-2 Sales Tax Revenue Bond 04635PG60 256350004 LC-PF-2 Sales Tax Revenue Bond 04635PD71 256350004 LC-PF-2 Sales Tax Revenue Bond 83700EE95 256350004 LC-PF-2 Sales Tax Revenue Bond 83700EF86 256350004 LCPF-2 Sales Tax Revenue Bond 0220X0EQ6 U.S. Bank Money Market Account Fund Ppg Industries, Inc. Thomson Reuters Corporation 5,908,320.88 20,472,144.21 249,715.28 (21,153,832.68) 249,834.72 5.84 125.28 5,226,632.41 Becton, Dickinson and Company S&P Global Inc. Cash United Healthcare Corporation Pacific Gas and Electric Company Mattel, Inc. Hyundai Capital America The Bell Telephone Company of Canada Or Bell Canad Nissan Motor Acceptance Corporation Hewlett Packard Enterprise Company NEW HAMPSHIRE ST BUSINESS FIN AUTH ST GTD Hitachi Capital America Corp. The Bell Telephone Company of Canada Or Bell Canad Mcgmw Hill Financial, Inc. Northwest Natural Gas Company Motiva Enterprises LLC Bacardi Corporation Virginia Electric and Power Company AstraZeneca PLC AstraZeneca PLC South Carolina Electric & Gas Company South Carolina Electric & Gas Company Alma Group, Inc. 1,099,417.00 (00.01) 1,199,832.00 3,200,000.00 1,199,952.00 1,099,923.00 1,199,712.00 1,199,904.00 249,827.64 249,834.72 249,891.67 249,896.18 119,957.30 249,878.47 299,717.67 249,783.06 249,818.75 1,099,193.34 249,835.00 649,658.75 249,844.17 1,099,332.66 399,756.67 1,099,001.44 (249,850.00) (249,871.67) (119,988.00) (299,956.67) (249,925.14) (3,200,000.00) (249 854.86) (249,880.21) (249,890.63) (1,100,000.00) (250,000.00) (250,000.00) (250,000.00) (1,200,000.00) (1,200,000.00) (1,100,000.00) (1,100,000.00) (650,000.00) (1,200,000.00) (1,200,000.00) (1,100,000.00) (400,000.00) (1,100,000.00) (13.13) (4.37) 0.20 8.00 (5.83) (7.64) (14.37) (10.21) 935.00 35.49 41.32 108.33 103.82 30.50 121.53 231.00 147.91 323.33 43.75 72.00 806.66 59.58 213.89 341.25 408.00 56.67 140.00 667.34 243.33 998.56 (352.00) (155.33) (24.00) (136.89) (120.00) (44.00) (0.00) 256350004 LC-PF-2 Sales Tax Revenue Bond 91324PCJ9 256350004 LCPF-2 Sales Tax Revenue Bond 25737LGK0 UNITEDHEALTH GROUP RTC Dominion Gas Holdings, LLC 395,335.75 - (395,641.48) 249,797.85 (249,813.47) 518.58 (18.89) (43.44) (169.40) 34.51 34 Page 12 of 34 ��INEma: PPerade(may irumparto (mnlmssion STAMP Portfolio Transaction Report by Account Quarter ended June 30, 2016 Source Beginning Base Base Maturities and Base Base Change In Net Total Realized Amortization/A Net Unrealized Ending Base Ending Accrued 256350004 LC-PF-2 Sales Tax Revenue Bond 7305EFA8 256350004 LC-PF-2 Sales Tax Revenue Bond 6821A2FP7 256350004 LC-PF-2 Sales Tax Revenue Bond 64468EAY6 256350004 LC-PF-2 Sales Tax Revenue Bond 88513AF80 256350004 LC-PF-2 Sales Tax Revenue Bond 07787PEA2 256350004 LC-PF-2 Sales Tax Revenue Bond 6821A2EG8 256350004 LC-PF-2 Sales Tax Revenue Bond 927807FW6 256350004 LC-PF-2 Sales Tax Revenue Bond 05333TDB6 CCCTT 13A2 A2 Omnicom Capital Inc. NEW HAMPSHIRE ST BUSINESS FIN AUTH ST GTD Thomson Reuters Corporation The Bell Telephone Company of Canada Or Bell Caned Omnicom Capital Inc. Virginia Electric and Power Company AutoZone, Inc. 4,190,000.00 50,029.30 249,843T5 599,61134 (150,023.44) (249,958.33) (4,190,000.00) (600,000.00) (3.85) (0.00) (2.01) 114.58 386.66 899,400.00 (900,000.00) 600.00 1,199,832.00 699,591.67 204,829.62 (204,938.50) (700,000.00) (1,200,000.00) (3.42) 408.33 112.30 226.67 (58.67) 21,892,228.62 30,790,192.51 (31,963,259.80) (15,500,000.00) 439.23 8,092.13 (1,060.29) 5,226,632.41 256350005 LC -Project Fund-Toll2 9AMMFO5B2 U.S. Bank Matey Market Account Fund 501.96 50,555,073.17 (50,136,457.48) 419,117.65 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund -Toll 2 55315FAB6 MMAF 16A A2 4581X0075 INTER-AMERICAN DEVELOPMENT BANK 16677AF75 Chevron Phillips Chemical Company LLC 161571FK5 CHAIT 124 A 150,694.50 274,996.84 100,012.10 499,941.67 (500,000.00) 0.15 (5.79) 58.33 108.34 272.51 36.69 1,148.66 275,269.50 100,043.00 151,951.50 169.89 189.24 105.33 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund-Toll2 00138CAA6 AIG GLOBAL FUNDING 00138CAA6 AIG GLOBAL FUNDING 299,574.00 401,372.00 (56.15) (69.58) 428.15 1,803.58 401,744.00 301,308.00 293.33 220.00 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund -Toll 2 iect Fund -Toll 912828TG5 UNITED STATES TREASURY 912828TG5 UNITED STATES TREASURY 912828TG5 UNITED STATES TREASURY 78513KG70 S&P Global Inc. 36225FGM5 G2 082903 89153UAE1 TOTAL CAPITAL CANADA LTD 718172AA7 PHILIP MORRISS INTERNATIONAL INC 865622CB8 SUMITOMO MITSUI BANKING CORP 698,278.00 24,938.50 113,009.20 301,035.00 273,325.00 250,285.00 872,163.09 1,199,150.00 (300,555.00) (272,750.00) (66,18495) (210.61) 555.00 3,075.39 751.06 187.88 9.72 680.00 (35.48) (832.12) 24.2 753.94 2,377.78 44.03 62.00 (603.99) (1,035.00) (2,818.26) 1,457.50 699,783.00 874,728.75 24,992.25 1,199,892.00 105,974.17 251,742.50 89.994 1,461.54 1,826.92 52.20 160.63 808.27 8 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund-Toll2 500769FZ2 3137AH6Q6 FHMS K704 A2 638737F88 Natixis 22546QAM9 CREDIT SUISSE AG (NEW YORK BRANCH) 22546QAM9 CREDIT SUISSE AG (NEW YORK BRANCH) 254,291.10 249,862.50 38.15 484,521.31 (14.56) 699,964.03 299,868.90 (700,000.00) 35.97 131.14 8.22 94.35 64.79 422.21 (60.12) 249,995.00 484,571.54 254,844.45 299,817.00 69.44 950.28 294.60 346.59 256350005 LC -Pro ect Fund -Toll 2 256350005 LC -Project Fund-Toll2 2987850K6 EUROPEAN INVESTMENT BANK 298785GK6 EUROPEAN INVESTMENT BANK 275,335.50 300,168.00 (64.73) (12.69) 4.23 144.69 275,275.00 300,300.00 487.93 532.29 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund-Toll2 26442CAD6 DUKE ENERGY CAROLINAS LLC 912828KQ2 UNITED STATES TREASURY 912828KQ2 UNITED STATES TREASURY 912828KQ2 UNITED STATES TREASURY 912828KQ2 UNITED STATES TREASURY 912828KQ2 UNITED STATES TREASURY 025827GG9 AMXCA 132 A 3130A6U88 FEDERAL HOME LOAN BANKS 23337SDN1 DTE Gas Company 36159LBW5 GEDFT 122A 38378NNA7 GNR 13194 AB 828807CM7 SIMON PROPERTY GROUP LP 828807CM7 SIMON PROPERTY GROUP LP 912828KD1 UNITED STATES TREASURY 912828KD1 UNITED STATES TREASURY 912828KD1 UNITED STATES TREASURY 912828KD1 UNITED STATES TREASURY 16677ADE2 Chevron Phillips Chemical Company LLC 91058TDL7 United Healthcare Corporation 65478QAD0 NALT 16A A3 58769AAD8 MBALT 15B A3 58769AAD8 MBALT 15B A3 58769AAD8 MBALT 15B A3 74153WCE7 PRICOA GLOBAL FUNDING 90290KAD7 USAOT 141 A4 59562VAT4 M DAMERICAN ENERGY HOLDINGS CO 43814KAC5 HAROT 151 A3 1107098Z8 BRITISH COLUMBIA, PROVINCE OF 38378BR35 GNR 12142 AB 0220XODS3 Altria Group, Inc. 928668AF9 VOLKSWAGEN GROUP OF AMERICA FINANCE LLC 36225FLU1 G2083038 037833BR0 APPLE INC 037833BR0 APPLE INC 44331BG56 HP Inc. 3138EKUP8 FN AL3289 92780TD73 Virginia Electric and Power Company 912828UF5 UNITED STATES TREASURY 912828UF5 UNITED STATES TREASURY 912828UF5 UNITED STATES TREASURY 912828UR9 UNITED STATES TREASURY 912828UR9 UNITED STATES TREASURY 912828UR9 UNITED STATES TREASURY 40428HPQ9 HSBC USA INC 40428HPQ9 HSBC USA INC 43357LG71 Hitachi Capital America Corp. 3137A85H7 FHR 3820F G7 125,017.84 224,462.70 748,209.00 534,435.00 149,641.80 300,480.00 150,304.50 585,607.44 140,260.40 316,137.00 737,653.00 658,618.75 326,674.90 255,119.85 298,788.00 444,795.30 161,581.50 333,737.06 296,850.00 236,870.98 151,330.50 231,230.66 399,968.00 565,129.95 480,110.40 144,659.25 695,373.05 349,978.61 300,656.25 400,964.00 499,940.70 499,950.00 154,992.99 170,451.56 175,464.84 600,093.75 575,511.75 349,930.49 304,432.50 1,999,473.34 653,173.83 776,241.21 2,346,603.52 1,701,270.31 250,015.00 1,199,100.00 (224,133.98) (747,113.28) (533,652.34) (149,422.66) (6699 748.05) 3,313.38 10,733.19 9,029.35 (150,000.00) (35U 000.00) - (500,000.00) (500,000.00) (575,000.00) (350,000.00) (400,000.00) (7,724.66) 315.68 (997.21) 182.89 (375.57) (3,266.53) (1262.688) (10566.29) (853.58) _$958.44) (293.81) (512.31) (1,112.69) (50.61) (2,440.54) 54.92 (15,360.84) (30 758.16) 154,919.29 - - - (12,882.62) (508.60) (1,518.56) (38.00) (283.51) 21.39 (105.30) (49.36) (38.47) 49.45 (1,056.08) (2,693.92) (2,397.88) (1,121.72) 59.30 50.00 0.21 (0.03) (4.68) (4.81) 55.89 55.00 (1,530.08) (7.43) (511.75) 76.30 69.51 (53.65) (241.02) (223.00) (20.99) 163.05 1,276.89 786.47 289.35 1,137.08 2,882.92 2,566.63 1,205.42 476.45 525.33 (16.78) (17.28) 2,176.11 252.05 1,572.08 861.68 870.64 3,329.65 (70.87) 1,556.94 (107.45) 351.11 (421.96) 44.00 (120.66) (34.32) 76.36 (61.12) (57.69) 162.80 (0.04) 65.94 720.00 (32.05) 816.00 55.55 (277.06) (12.00) 3,927.83 7,116.61 28,559.12 1,473.62 1,257.69 8,221.54 142.54 366.16 72.00 124,203.52 300,219.00 300,714.00 579,059.70 401,712.00 140,599.20 316,218.00 737,842.00 658,787.50 326,758.60 155,469.65 255,645.15 170,430.10 175,442.75 301,020.00 445,102.35 161,623.50 600,948.00 332,298.38 300,126.00 222,487.61 304,293.00 152,146.50 1,999,880.00 198,254.91 656,981.00 783,323.50 2,375,239.00 566,542.45 481,310.40 1,709,654.65 250,157.50 145,091.35 1,199,892.00 1,248.93 114.94 109.82 1,074.19 2,500.00 875.00 3,105.08 7,245.19 6,468.92 3,208.59 2,156.25 1,416.34 1,203.26 4,274.08 1,369.4.4 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund -Toll 2 35 Page 13 of 34 ��INEma: Parrside Lawny Tratlsparlmivn (omntmssiun STAMP Portfolio Transaction Report by Account Quarter ended June 30, 2016 Source Beginning Base Base Maturities and Base Base Change In Net Total Realized Amortization/A Net Unrealized Ending Base Ending Accrued 256350005 LC -Project Fund -Toll 2 756i501105 LC-Pmiect Fund-Tall2 06050TKX9 BANK OF AMERICA, N.A. 06050TKX9 RANK OF AMFMCA_ N A 253,339.95 749.169 00 411.47 5147 414.73 09 971 254,166.15 249.IR2 n 107.95 105. Rs 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund -Toll 2 3137A1LC5 FHA 3710F AB 89114QBF4 TORONTO-DOMINION BANK 89114QBF4 TORONTO-DOMINION BANK 82484LE44 Shiseido Americas Corporation 91302CFW2 United Technologies Corporation 91,949.86 125,048.75 403,126.80 249,977.43 1,499,319.59 (250,000.00) (1,500,000.00) (10,204.35) (135.79) (99.53) (78.25) 22.57 680.41 269.57 81,779.75 (356.55) 402,692.00 792.50 125,841.25 134.55 1,147.30 358.53 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund -Toll 2 002799AX2 ABBEY NATIONAL TREASURY SERVICES PLC 20772E39 CONNECTICUT ST 121,143.60 134,734.60 (121,417.20) 1,622.78 1.11 (138.61) (1,350.28) 1,252.71 135,848.70 1,354.17 756;50005 LC-Pmiect Fund -Toll 2 55,79HAH3 MANI IFACTI IRF.RS AND TRADERS TRUST CO 749 2RD 00 IRR 20 96 R0 249.565 00 4364R 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund-Toll2 55279HAH3 MANUFACTURERS AND TRADERS TRUST CO 1615710Q1 CHAU 147 A 36159LCR5 GEDFT 151 A 9498875B9 WELLS FARGO BANK NA 949887569 WELLS FARGO BANK NA 120,391.20 250,740.00 300,300.60 109,759.38 251,314.25 (13.29) (62.08) 8.77 (5I.73) (809.31) 293.68 (113.55) (160.02) 362.50 299,478.00 120,622.80 109,654.60 251,102.50 251,102.50 523.77 73.60 31.87 668.45 668.45 1256350005 LGRoiect Fund-Toll2 16677AFE0 Chevron Phillins Chemical Comnanv LTC 1.199.660.00 (1 200.000.001 140.00 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund-Toll2 912828K33 UNITED STATES TREASURY 912828K33 UNITED STATES TREASURY 912828K33 UNITED STATES TREASURY 256350005 LC -Project Fund -Toll 2 17305EFN0 CCCIT 14A2 A2 256350005 LC -Project Fund -Toll 2 94974BFK1 WELLS FARGO & CO 256350005 LC -Project Fund -Toll 2 94974BFK1 WELLS FARGO & CO 256350005 LC -Project Fund -Toll 2 3137ANLP8 FHMS K501 A2 516,416.88 516,416.88 300,081.00 139,979.00 299,955.00 67,454.05 1,133,288.73 (300 187.50) 206.68 4,886.50 1,178.57 4,488.85 11,682.71 4,875.91 1,189.16 2.33 (102.51) 522,481.95 1,149,460.29 522,481.95 134.32 295.50 134.32 (3.41) 346.41 140,322.00 330.41 (5.86) 740.86 300,690.00 708.02 (25,724.38) (50.43) (67.52) 72.87 41,684.59 57.48 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund-Toll2 2 iect Fund -Toll 3137ANLP8 FHMS K501 A2 55315GAC2 MMAF 15A A3 G 89,938.73 245,947.78 (34,299.18) (69.37) (91.84) 76.91 8.2 101.11 1,281.59 4 55,579.46 247,306.28 043.4 76.64 143.05 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund-Toll2 46849LSL6 JACKSON NATIONAL LIFE GLOBAL FUNDING 46849LSL6 JACKSON NATIONAL LIFE GLOBAL FUNDING 83701LGU9 South Carolina Fuel Company, Inc. 161571BQ6 CHArT 072A A 500769GE8 KFW 150,384.00 302,835.00 1,498,903.34 299,730.47 325,000.00 (58.48) 742.48 303,519.00 6.36 1,369.14 151,759.50 39.17 427.49 1,499,370.00 15.00 47.53 299,793.00 - 9.75 325,009.75 1,187.50 593.75 65.61 749.31 256350005 LC -Project Fund -Toll 2 025827GS3 AMXCA 142 A 256350005 LC -Project Fund -Toll 2 55279HAA8 MANUFACTURERS AND TRADERS TRUST CO 501,265.00 400,012.00 (131.25) 896.25 502,030.00 280.00 0.17 895.83 400,908.00 1,836.67 256350005 LC -Project Fund -Toll 2 59217GAY5 METLIFE GLOBAL FUNDING 1 256350005 LC -Project Fund -Toll 2 59217GAY5 METLIFE GLOBAL FUNDING 1 256350005 LC -Project Fund-Toll2 55315CAB3 MMAF 14A A2 256350005 LC -Project Fund -Toll 2 3137AH6B9 FHMS K015 AI 256350005 LC -Project Fund-Toll2 3137AH6B9 FHMS K015 Al 256350005 LC -Project Fund -Toll 2 6116M2FTI Monsanto Company 256350005 LC -Project Fund -Toll 2 780082AA1 ROYAL BANK OF CANADA 256350005 LC -Project Fund -Toll 2 780082AA1 ROYAL BANK OF CANADA 256350005 LC -Project Fund-Toll2 17305EFP5 CCCIT 14A3 A3 256350005 LC -Project Fund-Toll2 300,417.00 87,993.68 158,174.77 155,012.40 842434CN0 SOUTHERN CALIFORNIA GAS CO 250,150.00 256350005 LC -Project Fund -Toll 2 3137A77U5 FHMS K701 A2 256350005 LC -Project Fund-Toll2 91476PPG7 UNNERSITY OKLA REVS 256350005 LC -Project Fund -Toll 2 83700EFV5 South Carolina Electric & Gas Company 256350005 LC -Project Fund-Toll2 82,268.80 62944BBC7 BANKNEDERLANDSE GEMEENTEN NV 274,485.75 256350005 LC -Project Fund-Toll2 62944BBC7 BANK NEDERLANDSE GEMEENTEN NV 256350005 LC -Project Fund -Toll 2 47787UAD5 JDOT 15 A3 250,760.00 46,617.74 (30.90) 710.90 251,440.00 1,781.25 34.17 1,276.83 301,728.00 2,137.50 (88,053.55) 19.36 43.34 (2.83) (9,600.40) (170.24) (233.39) 366.12 148,536.86 274.61 (9.53) 74.80 46,683.01 86.30 1,499,333.34 - (1,500,000.00) - - 666.66 319,038.30 683,903.25 442,345.70 (5.81) 103.46 319,135.95 2,395.31 (12.82) (27.68) 683,862.75 5,132.81 1155,000.00) - - (12.40) 0.63 2,266.87 252,417.50 172.22 (644.45) 1,430.95 443,132.20 1,391.05 23.57 69.23 82,361.60 939.60 1,199,464.67 - (1,200,000.00) - - 535.33 299,940.00 505,867.97 102.87 139.13 274,727.75 416.85 4.00 (241.00) 299,703.00 454.74 (132.49) 1,102.72 506,838.20 296.27 256350005 LC -Project Fund -Toll 2 47787UAD5 1DOT 15 A3 256350005 LC -Project Fund -Toll 2 44890MG14 Hyundai Capital America 95,077.90 1,199,432.00 (80.79) 348.69 95,345.80 55.73 568.00 - 1,200,000.00 256350005 LC -Project Fund-Toll2 58768WAD1 MBART 131 A4 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund-Toll2 350,367.50 553794AA6 MUFG AMERICAS HOLDINGS CORP 298,992.00 553794AA6 MUFG AMERICAS HOLDINGS CORP 49,832.00 256350005 LC -Project Fund-Toll2 CCYUSD Receivable 141,357.07 256350005 LC -Project Fund -Toll 2 084664CG4 BERKSHIRE HATHAWAY FINANCE CORP 256350005 LC -Project Fund -Toll 2 822582AZ5 SHELL INTERNATIONAL FINANCE BV (159.29) 19.29 350,227.50 175.78 120.12 1,172.88 300,285.00 1,922.92 49.34 166.16 50,047.50 320.49 121,665.60 - (121,725.90) - - 1,814.06 1.66 (1,755.43) 300,429.00 - (300,144.00) - - (22.91) (22.56) (239.53) 551,160.50 256350005 LC -Project Fund -Toll 2 748148RV7 QUEBEC, PROVINCE OF 256350005 LC -Project Fund-Toll2 748148RV7 QUEBEC, PROVINCE OF 149,705.70 100,013.90 25.99 (85.69) 149,646.00 94.80 (0.24) (249.66) 99,764.00 63.20 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund -Toll 2 748148RV7 QUEBEC, PROVINCE OF 124,672.50 166754AK7 CHEVRON PHILLIPS CHEMICAL COMPANY LLC 297,861.00 25152RVQ3 DEUTSCHE BANK AG(LONDON BRANCH) 14,957.70 45.02 (12.52) 124,705.00 79.00 31.50 1,417.50 299,310.00 850.00 6.90 20.10 14,984.70 25.25 256350005 LC -Project Fund -Toll 2 65339MD45 NextEra Energy Capital Holdings, Inc. 249,990.00 - - (250,000.00) - - 13.54 (3.54) 256350005 LC -Project Fund -Toll 2 82484LF84 Shiseido Americas Corporation 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund-Toll2 89352HAP4 TRANSCANADA PIPELINES LTD 147,684.00 302154BL2 EXPORT IMPORT BANK OF KOREA 200,324.00 912828UA6 UNITED STATES TREASURY 798,720.00 256350005 LC -Project Fund -Toll 2 912828UA6 UNITED STATES TREASURY 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund-Toll2 912828UA6 UNITED STATES TREASURY 169,728.00 912828UA6 UNITED STATES TREASURY 119,808.00 912828UA6 UNITED STATES TREASURY 374,400.00 256350005 LC -Project Fund -Toll 2 05531FAP8 BB&T CORP 256350005 LC -Project Fund-Toll2 05531FAP8 BB&T CORP 119,953.20 1,199,875.00 1,993,671.88 261,820.00 (1,200,000.00) - - 125.00 425.03 1,256.47 149,365.50 473.60 (101.71) 53.71 200,276.00 597.83 82.94 1,853.06 800,656.00 423.50 323.18 7,644.94 2,001,640.00 1,058.74 83.16 328.24 170,139.40 89.99 60.65 229.75 120,098.40 63.52 178.85 728.65 375,307.50 198.51 (0.40) 686.80 120,639.60 80.67 (61.78) (372.42) 261,385.80 174.78 256350005 LC -Project Fund-Toll2 3137A2AZ4 FHMS K009 Al 377,375.73 - - - (26,502.80) (533.39) (1,250.17) 314.54 349,403.92 788.08 256350005 LC -Project Fund-Toll2 62888WAA4 NGN 10R3 IA 256350005 LC -Project Fund-Toll2 62888WAA4 NGN 10R3 IA 256350005 LC -Project Fund -Toll 2 3I36AEYG6 FN 13M9 AQ2 256350005 LC -Project Fund-Toll2 224,116.71 65819WAC7 NORTH CAROLINA EASTN MUN PWR AGY REV 35,450.10 256350005 LC -Project Fund -Toll 2 65819WAC7 NORTH CAROLINA EASTN MUN PWR AGY REV 226,657.82 - - (6,018.08) (22.74) (31.79) (412.04) 220,173.17 145.92 297,902.08 30,220.80 (0.74) (667.56) 297,233.78 196.99 (12,756.39) (108.55) (260.22) 1,141.48 212,133.02 318.42 (35.54) (20.11) 35,394.45 350.53 (14.39) 131.69 30,338.10 300.45 256350005 LC -Project Fund-Toll2 65819WAC7 NORTH CAROLINA EASTN MUN PWR AGY REV 126,607.50 - - - - - - (198.75) 126,408.75 1,251.88 256350005 LC -Project Fund -Toll 2 446438RR6 HUNTINGTON NATIONAL BANK - 303,300.00 - - - - (62.63) 434.63 303,672.00 1,008.33 256350005 LC -Project Fund -Toll 2 446438RR6 HUNTINGTON NATIONAL BANK 250,410.00 - - - - - 24.49 2,625.51 253,060.00 840.28 36 Page 14 of 34 1.1.1 INEME: Pnerside Lanny Tromponmo: Commission STAMP Portfolio Transaction Report by Account Quarter ended June 30, 2016 Source Beginning Base Base Maturities and Base Base Change In Net Total Realized Amortization/A Net Unrealized Ending Base Endine Accrued 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund-Toll2 90261X1114 UBS AG (STAMFORD BRANCH) 912828B58 UNITED STATES TREASURY 912828B58 UNITED STATES TREASURY 16157111133 CHAIT 161 A 544587B98 LOS ANGELES CALIF MUN IMPT CORP LEASE REV 256350005 LC -Project Fund -Toll 2 06050TLY6 BANK OF AMERICA NA 256350005 LC -Project Fund -Toll 2 233851BF0 DAIMLER FINANCE NORTH AMERICA LLC 756350005 ICPrIFund-TnII7 J33RSIRFn DART- FR FINANCF. NORTH AMF.RICA LTC 249,605.00 443,160.25 164,364.80 299,640.00 30(1R22 00 724,089.84 500,878.91 249,995.00 (250,535.00) (300 64d 001 28.97 (383.14) 581.03 12,329.30 (577.38) 4,296.13 (15.48) (718.43) 250.215.00 736,036.00 446,879.00 500,145.00 (436.80) 163,928.00 37.23 6,211.54 3,771.29 189.34 625.07 90.95 2,069.05 301,800.00 1,306.25 539.09 0.91 1 077 RI 97 76 (1 795.571 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund -Toll 2 256350005 LC-Pject Fund-Toll2 256350005 LC-Pro'ect Fund-Toll2 256350005 LC-Prject Fund-Toll2 256350005 LC -Project Fund -Toll 2 180848HP1 CLARK CNTY NEV 69353RET1 PNC BANK NA 69353RET1 PNC BANK NA 02665WBB6 AMERICAN HONDA FINANCE CORP 02665WBB6 AMERICAN HONDA FINANCE CORP 3133EECD0 FEDERAL FARM CREDIT BANKS FUNDING CORP 45818WAN6 INTER-AMERICAN DEVELOPMENT BANK 125,028.00 251,282.50 120,340.80 499,500.00 303,318.00 304,065.30 250,025.00 (851.96) (61.60) 3.06 (74.29) (38.15) (6.14) (136.84) 382.60 1,746.94 987.60 (670.01) 403.15 (33.86) 124,039.20 303,639.00 253,032.50 121,328.40 303,321.00 499,865.00 249,985.00 2,580.00 840.00 700.00 192.26 480.64 73.04 80.76 I256350005 LC-Proiect Fund-T0112 36225FLA5 G2 083020 0.01 (0.011 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund -Toll 2 256350005 LC-Pject Fund-Toll2 256350005 LC-Pro'ect Fund-Toll2 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund -Toll 2 I256350005 17401QAC5 CITIZENS BANK NA 17401QAC5 CITIZENS BANK NA 911591111135 US BANCORP 91159HHD5 US BANCORP 46623EKD0 WMORGAN CHASE & CO 46623EKD0 JPMORGAN CHASE & CO 46623EKD0 WMORGAN CHASE & CO 251,412.50 301,575.00 301,197.00 180,718.20 303,681.00 251,290.00 250,700.00 26.25 (86.46) (98.40) (445.06) (26.80) 62.24 12.00 1,833.75 332.46 5.90 253,272.50 303,927.00 251,197.50 307.06 301,437.00 711.80 402.76 267.00 251,385.00 301,662.00 180,997.20 447.22 536.67 527.08 632.50 1,416.67 1,700.00 1,020.00 LC ProiacI Fund-To112 89837LAA3 PRINCETON UNIVERSITY 193.618.25 (1271.151 166.90 192.514.00 2.RV 50 I 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund-Toll2 256350005 LC-Pro'ect Fund-Toll2 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund-Toll2 898371 AA3 PRINCETON UNIVERSITY 3136A8G38 FN 12M13A A2 3136A8G38 FN 12M13A A2 61747YDT9 MORGAN STANLEY 45950KBY5 INTERNATIONAL FINANCE CORP 45950KBY5 INTERNATIONAL FINANCE CORP 161571017 CHAIT 141 A 492,343.55 132,229.50 200,342.00 59,481A5 308,265.00 99,984.00 499,980.00 (491,920.80) (7,437.23) 6,651.35 (17.46) (445.38) (6,628.72) (2.90) 100.64 (88.00) 429.52 59,579.20 125,116.33 61.75 129.68 (520.56) 304.44) 307,440.00 3,918.75 11.49 13.31 (86.48) (23.31) 144.48 99,994.00 499,970.00 200,400.00 39.72 198.60 102.22 I256350005 LC-Proiect Fund-Toll2 161571017 CHAIT 141 A 200,312.50 (75.07) 162.57 200.400.00 102.22 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund-Toll2 161571017 CHAIT 141 A 58772PAC2 MBART 151 A2B 3137AQT24 FHMS K708 A2 256350005 LC -Project Fund -Toll 2 3137AQT24 FHMS K708 A2 256350005 LC -Project Fund -Toll 2 3138L1TX7 FN AM1465 256350005 LC -Project Fund -Toll 2 3133XY2H7 FEDERAL HOME LOAN BANKS 256350005 LC -Project Fund-Toll2 13063BFU1 CALIFORNIA ST ECONOMIC RECOVERY 256350005 LC -Project Fund-Toll2 13063BFU1 CALIFORNIA ST ECONOMIC RECOVERY 256350005 LC -Project Fund -Toll 2 69430LG11 Pacific Gas and Electric Company 100,171.00 360,884.21 308,167.19 272,056.22 119,183.40 306,375.00 40,787.50 39,375.00 899,685.00 (92 147.18) (42.22) (28.43) (22.39) 57.43 150.38 (392.79) 1,235.79 (16.56) 100,200.00 268,822.80 307,218.00 191.46 40,962.40 51.11 85.04 532.50 71.00 (1,743.33) (4.45) (186.04) 184.39 306,417.76 423.89 (15,357.44) (246.16) (1,010.66) 530.01 255,971.96 223.41 (89.47) 219.67 39,505.20 723.33 (1,136.72) 468.92 118,515.60 2,170.00 17.50 63.50 899,766.00 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund -Toll 2 09062XAB9 B1OGEN IDEC INC 16677ARP6 Chevron Phillips Chemical Company LLC 60,232.15 504,941.08 (505,000.00) (641.24) 58.92 271.09 59,862.00 1,260.42 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund-Toll2 477877AD6 1130T 14B A3 49327M2H6 KEYBANK NA 49327M2H6 KEYBANK NA 36225EUY6 G2 082398 60689LAC9 MMAF 13A A3 249,957.50 128,435.53 82,019.60 390,149.04 401,320.00 (28,342.95j (0.00) (26,125.08) (21413.38) 723.00) (6.59) 151.96 (41.13) 625.13 121.24 1,111.26 (31.34) (4,77892) (53.22) 175.66 361,958.05 401,904.00 251,190.00 96,777.18 60,722.07 172.06 566.67 354.17 148.01 38.22 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund-Toll2 756150065 iC-Prniect Fond-Tn112 256350005 LC -Project Fund-Toll2 037833AM2 APPLE INC 31394GH22 FHR 2649G ICA 3137AOVV7 MIMS K769 Al 301,137.00 106,467.68 167.790.47 937308AZ7 WBRP 3.2 WASHINGTON BIOMEDICAL RESH PPTYS WASH LE 95,783.75 256350005 LC -Project Fund -Toll 2 532457BK3 ELI LILLY AND CO 256350005 LC -Project Fund -Toll 2 38147MAA3 GOLDMAN SACHS GROUP INC 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund -Toll 2 1,56150005 i.r Proiect Fnnd-Toll 2 53944VAN9 LLOYDS BANK PLC 209111ET6 CONSOLIDATED EDISON COMPANY OF NEW YORK INC 31677QAV l FIFTH THIRD BANK 30231GAL6 EXXON MOBIL CORP 0616797T4 RANK OF MONTRFAi 302,316.00 102,335.00 (300,936.00) (302,145.00) 199,830.00 - (199,848.00) 237,859.60 301,347.00 3n2.331 On 400,544.00 (302,094.00) (18418.56) 399.30 (421.33) (19.45) (388.49) (14321 (580.85) 194.56 100 47 (116.85) 2,904.52 15.22 3,090.74) (152.00) 2,384.16 87,433.87 167.576 61 319.81 216 fill 95,666.90 470.25 (242.08) 524.08 102,617.00 1,305.00 170.00 (2,308.79) 2,361.59 (15.82) 1,455.82 5.77 011 R21 (1,642.93) 2R7 R2 237,912.40 401,984.00 101 3,217.50 1,981.67 2 45,5 I 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund -Toll 2 0258MODZ9 AMERICAN EXPRESS CREDIT CORP 0258MODZ9 AMERICAN EXPRESS CREDIT CORP 82484LF19 Shiseido Americas Corporation 00287BEP0 AbbVie Inc. 00287BF79 AbbVie Inc. 150,924.00 303,021.00 599,925.00 499,955.00 249,975.83 (600,000.00) (500,000.00) (250,000.00) 1.10 (73.20) 75.00 45.00 24.17 670.90 244.20 151,596.00 303,192.00 437.50 875.00 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund -Toll 2 07787PG51 The Bell Telephone Company of Canada Or Bell Canad 912828VK3 UNITED STATES TREASURY 131,726.40 1,199,281.33 616.00 (187.08) 30.67 436.68 1,199,928.00 131,976.00 4.86 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund-Toll2 912828VK3 1RJITFII CTATFC TRFACIIOY 912828VK3 912828VK3 912828VK3 912828VK3 912828V1{3 UNITED STATES TREASURY UNITED STATES TREASURY UNITED STATES TREASURY UNITED STATES TREASURY UNITED STATES TREASURY 182,390A0 131,726.40 303,984.00 55,730.40 1,968,128.91 RR al l (184.71) (189.86) (662.22) (270.66) (48.35) 437 Al 530.31 439.46 12,173.31 846.66 153.95 182,736.00 131,976.00 1,979,640.00 304,560.00 55,836.00 ARA 6.73 4.86 72.86 11.21 2.06 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund-Toll2 756150065 I C Proiect Ftmd-TnII 7 912828VK3 912828VK3 ROR51 ODA9 UNITED STATES TREASURY UNITED STATES TREASURY CHART FR SCHWAR CORPORATION IT 303,984.00 303,984.00 6947R.50 (268.68) (268.68) (R15141 844.68 844.68 753.54 304,560.00 304,560.00 6R 016 9O 11.21 11.21 1 1Rl 25 256350005 LC -Project Fund -Toll 2 16677AG66 Chevron Phillips Chemical Company LLC 256350005 LC -Project Fund-Toll2 62888YAA0 NGN 11R1 NTS 256350005 LC -Project Fund -Toll 2 16677ADM4 Chevron Phillips Chemical Company LLC 256350005 LC -Project Fund -Toll 2 05634B069 Bacardi U.S.A., Inc. 213,087.61 699,918.33 499,941.67 - (500,000.00) 999,385.56 23.33 2.34 699,944.00 (10,001.43) (39.71) (55.86) 621.07 203,611.67 123.92 58.33 504.72 29.72 999,920.00 256350005 LC -Project Fund -Toll 2 48121CYK6 1PMORGAN CHASE BANK NA /Y56350005 LC -Project Fund -Toll 2 23337SFN9 DTE Gas Company 265,415.00 674,947.50 37 (675,000.00) (2,391.33) 1,028.83 264,052.50 3,750.00 52.50 Page 15 of 34 1.11. INEME: f6miside Lanny Transportation (mmmitsiu0 STAMP Portfolio Transaction Report by Account Quarter ended June 30, 2016 Source Beginning Base Base Maturities and Base Base Change In Net Total Realized Amortization/A Net Unrealized Ending Base Ending Accrued 256350005 LC -Project Fund -Toll 2 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund-Toll2 256350005 LC -Prot Fund -Toll 2 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund-Toll2 256350005 LC -Project Fund-Toll2 49130TRY4 KENTUCKY HSG CORP HSG REV 28103AFN9 Edison International 91842LFQ2 VW Credit, Inc. 13063A5D2 CALIFORNIA ST 59217GAZ2 METROPOLITAN LIFE GLOBAL FUNDING I 6174467V5 MORGAN STANLEY 6174467V5 MORGAN STANLEY 275,569.25 315,000.00 150,996.00 70,425.60 1,199,690.00 1,199,546.66 243,680.64 (1,200,000.00) (1,200,000.00) (315,000.00) 59.94 310.00 453.34 (18.86) (93.65) (46.38) (246.94) 509.36 (258.93) 296.98 275,382.25 151,486.50 243,328.06 70,676.20 1,288.38 70.31 860.32 249.89 33,300,994.38 108,135,395.64 (56,049,428.19) (16,870,000.00) (671,583.22) 38,515.50 (13,673.81) 140,930.16 68,420,953.89 153,479.04 256350022 LC -Sr Lien Ob Fund-1 Interest 256350022 LC -Sr Lien Ob Fund-1 Interest 256350022 LC -Sr Lien Ob Fund-1 Interest 256350022 LC -Sr Lien Ob Fund-1 Interest 256350022 LC -Sr Lien Ob Fund-1 Interest 256350022 LC -Sr Lien Ob Fund-1 Interest 256350022 LC -Sr Lien Ob Fund-1 Interest 256350022 LC -Sr Lien Ob Fund-1 Interest 256350022 LC -Sr Lien Ob Fund-1 Interest 256350022 LC -Sr Lien Ob Fund-1 Interest 256350022 LC -Sr Lien Ob Fund-1 Interest 256350022 LC -Sr Lien Ob Fund-1 Interest 256350022 LC -Sr Lien Ob Fund-1 Interest 256350022 LC -Sr Lien Ob Fund-1 Interest 256350022 LC -Sr Lien Ob Fund-1 Interest 9AMMF05B2 U.S. Bank Money Market Account Fund 38144LAB6 GOLDMAN SACHS GROUP INC 0255E2DCI American Electric Power Company, Inc. 31393EXC8 FNR 0388E TH 05565QCL0 BP CAPITAL MARKETS PLC 166764AE0 CHEVRON CORP 912828RX0 UNITED STATES TREASURY 89236TAY1 TOYOTA MOTOR CREDIT CORP 07787PEK0 The Bell Te�hone Company of Canada Or Bell Canad 92780E720 Virginia Electric and Power Company 6116M2EK1 Monsanto Company 912828UA6 UNITED STATES TREASURY 31402RBG3 FN 735439 31402RBG3 FN 735439 30231GAL6 EXXON MOBIL CORP 116,204.58 319,308.00 549,912.00 24,980.07 299,031.00 302,838.00 952,042.50 509,020.00 1,248,000.00 3,223.74 41,425.00 421,885.80 6,192,892.05 649,580.21 149,881.67 649,494.44 (6,233,322.02) (49,857.42) (550,000.00) (650,000.00) (650,000.00) (4,054.78) (736.74) (9,467.08) (96.56) 347.99 (23.54) (334.31) (1,390.20) (1,054.80) 122.68 (45.43) 454.40 (155.56) 367.10 (432.38) 419.79 23.67 505.56 1,988.26 (5.39) (75.50) 42.64 (34.68) (154.13) 1,561.60 821.56 (215.10) 1,127.38 12.16 505.17 4.13 91.10 1,347.56 75,774.61 316,863.00 20,629.17 301,047.00 303,504.00 952,194.50 509,715.00 149,917.50 1,200,984.00 2,462.19 31,639.20 423,276.00 6,250.00 75.39 630.21 100.22 22.59 1,861.11 635.25 11.95 153.55 1,750.88 256350022 LC -Sr Lien Ob Fund-1 Interest 256350022 LC -Sr Lien Ob Fund-1 Interest 256350022 LC -Sr Lien Ob Fund-1 Interest 256350022 LC -Sr Lien Ob Fund-1 Interest 256350022 LC -Sr Lien Ob Fund-1 Interest 256350022 LC -Sr Lien Ob Fund-1 Interest 256350022 LC -Sr Lien Ob Fund-1 Interest 256350022 LC -Sr Lien Ob Fund-1 Interest 912828K41 UNITED STATES TREASURY 3138571F3 FN 545826 94974136F] WELLS FARGO & CO 3136A8G38 FN 12M13A A2 46625HJ15 JPMORGAN CHASE & CO 63307EAB3 NATIONAL BANK OF CANADA 65475LDM1 Nissan Motor Acceptance Corporation 912828UZ1 UNITED STATES TREASURY 199,974.00 80,687.75 1,011,680.00 585,587.79 501,025.00 906,345.00 599,832.00 697,921.00 (402,736.00) (600,000.00) (22,727.75) (32,936.27) (51599) 5,441.62 188.81 (0.25) (252.97) 370.06 598.92 205.31 (3,292.06) 256.67 560.65 56.25 174.45 (4,579.68) 647.36 724.69 (118.95) (88.67) 1,980.35 200,030.00 57,365.49 610,176.00 554,086.61 501,955.00 902,934.00 700,462.00 121.61 282.13 5,410.83 574.29 1,038.19 3,960.00 737.09 256350022 LC -Sr Lien Ob Fund-1 Interest 256350022 LC -Sr Lien Ob Fund-1 Interest 256350022 LC -Sr Lien Ob Fund-1 Interest 256350022 LC -Sr Lien Ob Fund-1 Interest 891145TN4 TORONTO DOMINION BANK 48121CYK6 JPMORGAN CHASE BANK NA 83700EEK0 South Carolina Electric & Gas Company 912828/84 UNITED STATES TREASURY 1,004,190.00 318,498.00 555,973.00 624,634.38 (301,110.00) (625,000.00) (264.06) (1,245.83) (2,489.39) 365.62 415.43 1,215.89 854.39 4,012.07 702,786.00 316,863.00 560,400.50 3,150.00 4,500.00 1,900.96 256350022 LC -Sr Lien Ob Fund-1 Interest 256350022 LC -Sr Lien Ob Fund-1 Interest 256350022 LC -Sr Lien Ob Fund -I Interest 256350022 LC -Sr Lien Ob Fund-1 Interest 256350022 LC -Sr Lien Ob Fund-1 Interest 256150022 IC Lien Oh Fimd-1 I 912828784 UNITED STATES TREASURY 02580ECC5 AMERICAN EXPRESS BANK LTD. 072741D73 Bayerische Landesbank 3136A4M89 FN 12M3B 2A1 3137ASNH3 FHMS K019 Al 23521MS2 DAI AS TUX 50,543.00 265,457.50 499,880.00 168,102.32 328,761.26 656.150.50 (500,000.00) (5,038.80) (13,129.23) (12.78) 231.70 33.73 368.77 (2,286.55) 204.05 158.19 (56.06) 307.85 O (38.19) 232.05 683.16 839.501 50,945.50 263,375.00 163,226.73 316,854.74 654 1 00 172.81 4,500.00 259.26 383.26 1 901.88 256350022 LC -Sr Lien Ob Fund-1 Interest 256350022 LC -Sr Lien Ob Fund-1 Interest 256350022 LC -Sr Lien Ob Fund-1 Interest /56350022 LC -Sr Lien Ob Fund-1 Interest 31393V2T7 FHA 2627E GY 6821A2EG8 Omnicom Capital Inc. 78011DAC8 ROYAL BANK OF CANADA 44331BDF7 HP Inc. 127,834A8 999,010.00 799,840.00 15,145,363.28 649,620.84 8,916,103.59 (299 667.00) (7,286,692.44) (21,448.24) (650,000.00)_ (800,000.00T (5,025,000.00) (109,538.89) (496.07) (520.80) 3,946.01 (472.23 379.16 (103.05) 267.56 (692.27) 2,799.85 (107.56) (4,459.61) 10,500.48 104,725.67 701,519.00 11,650,222.42 384.53 2,380.00 45,147.99 256350023 LC -Sr Lien Reserve Fund-1 256350023 LC -Sr Lien Reserve Fund-1 256350023 LC -Sr Lien Reserve Fund-1 256350023 LC -Sr Lien Reserve Fund-1 256350023 LC -Sr Lien Reserve Fund-1 256350023 LC -Sr Lien Reserve Fund-1 256350023 LC -Sr Lien Reserve Fund-1 256350023 LC -Sr Lien Reserve Fund-1 9AMMF05B2 U.S. Bank Money Market Account Fund 912828E58 UNITED STATES TREASURY 912828E58 UNITED STATES TREASURY 912828E58 UNITED STATES TREASURY 912828E58 UNITED STATES TREASURY 912828E58 UNITED STATES TREASURY 3137AJMF8 FILMS K016 A2 3135GOD75 FEDERAL NATIONAL MORTGAGE ASSOCIATION 39,948.71 52,136.50 151,195.85 761,192.90 521,365.00 119,913.95 31,839.30 606,624.00 871,783.99 (765,944.43) (41.70) (169.88) 479.20 1,438A3 (642.94) 7,030.44 (534.24) 4,909.24 (103.59) 1,109.84 (4399) 307.13 115.69 4,594.87 145,788.27 52,574.00 152,464.60 767,580.40 525,740.00 120,920.20 31,911.00 611,526.00 443.68 1,286A8 6,477.75 4,436.81 1,020.47 74.19 225.00 256350023 LC -Sr Lien Reserve Fund-1 256350023 LC -Sr Lien Reserve Fund-1 256350023 LC -Sr Lien Reserve Fund-1 256350023 LC -Sr Lien Reserve Fund-1 256350023 LC -Sr Lien Reserve Fund-1 256350023 LC -Sr Lien Reserve Fund-1 256350023 LC -Sr Lien Reserve Fund-1 256350023 LC -Sr Lien Reserve Fund-1 38376GB33 GNR 116 BA 3137A77U5 FHMS K701 A2 912828VV9 UNITED STATES TREASURY 912828VV9 UNITED STATES TREASURY 38378IU2S0 GNR 1378 AG 38378KWU9 GNR 1396 A 3137B03W2 FHMS K502 A2 912828VB3 UNITED STATES TREASURY 345,269.21 336,807.25 88,486.70 156,153.00 447,552.00 64,344.91 36,690.68 1,622,000.00 (5,237.56) (473.25) (1,849.42) (127.99) 11.49 1.82 (133.60) (1,613.05) (80.52) 353.47 (268.70) 74.4.37 (259.62) 1,431.12 117.67 15.49 (0.10 2,694.28 4,715.33 156.63 (1.68) 25,865.72 340,123.53 334,925.50 89,150.55 157,324.50 452,385.00 64,055.26 34,841.29 1,650,560.00 976.20 1,051.38 603.72 1,065.39 895.72 76.61 41.27 3,576.09 256350023 LC -Sr Lien Reserve Fund-1 256350023 LC -Sr Lien Reserve Fund-1 256350023 LC -Sr Lien Reserve Fund-1 256350023 LC -Sr Lien Reserve Fund-1 256350023 LC -Sr Lien Reserve Fund-1 256350023 LC -Sr Lien Reserve Fund-1 3137EADE2 FREDDIE MAC 3137EADB2 FREDDIE MAC 38378E7E3 GNR 1333 AC 38377RVK8 GNR 10166F GP 38377RVK8 GNR 10166F GP 912828WU0 UNITED STATES TREASURY 576,609.00 209,676.00 219,967.39 111,896.65 67,137.99 600,691.29 (1,369.16) (5,292.33) (3,175.40) 52.33 (92.45) (104.87) 580.90 (328.91) 70.16 (48.18) (61.13) 6,335.08 5,342.60 2,482.91 1,008.77 85.33 132.82 3,542.79 582,532.50 211,830.00 219,729.49 106,549.03 63,929.42 610,569.16 6,095.83 2,216.67 328.09 255.02 153.01 348.75 256350023 LC -Sr Lien Reserve Fund-1 256350023 LC -Sr Lien Reserve Fund-1 3136A7M78 FN 12M8 AQ2 38378KSL4 GNR 1374 AL 128,392.08 201,390.00 3,817.13 125,947.80 205,234.00 158.60 256350023 LC -Sr Lien Reserve Fund-1 256350023 LC -Sr Lien Reserve Fund-1 383781(514 GNR 1374 AL 3I36A72D3 FN 12M9 A2 226,563.75 407,466.20 4,322.83 4,526.85 230,888.25 412,518.25 256350023 LC -Sr Lien Reserve Fund-1 256350023 LC -Sr Lien Reserve Fund-1 256350023 LC -Sr Lien Reserve Fund-1 256350023 LC -Sr Lien Reserve Fund-1 256350023 LC -Sr Lien Reserve Fund-1 256350023 LC -Sr Lien Reserve Fund-1 38378B6A2 GNR 1312A AB 3137AQT24 RIMS K708 A2 912828RC6 UNITED STATES TREASURY 9I2828RC6 UNITED STATES TREASURY 133,202.68 173,519.00 135,232.91 1,353,976.00 490,919.92 9,945.96 133,138.05 174,090.20 120,908.86 500,569.25 1,369,979.00 3,799.02 10,397.32 256350023 LC -Sr Lien Reserve Fund-1 38377DPX8 GNR 10101E NC 256350023 LC -Sr Len Reserve Fund-1 76,089.90 64,758.56 38 Page 16 of 34 ��INEma: froersidetawny rromparimivn (omomlao STAMP Portfolio Transaction Report by Account Quarter ended June 30, 2016 Source Beginning Base Base Maturities and Base Base Change In Net Total Realized Amortization/A Net Unrealized Ending Base Endine Accrued 256350023 LC -Sr Lien Reserve Fund 256350023 LC -Sr Lien Reserve Fund-1 256350023 LC -Sr Lien Reserve Fund-1 256350023 LC -Sr Lien Reserve Fund-1 3136AEYG6 3M9 AQ2 31394DVM9 FNR 0543D PB 3I37AEV77 FHMS K703 A2 38378KXW4 GNR 13105 A 256350023 LC -Sr Lien Reserve Fund-1 383777Z89 GNR 10117A GK 256350023 LC -Sr Lien Reserve Fund-1 31413XVG5 FN 958815 256350023 LC -Sr Lien Reserve Fund-1 383791IDN5 GNR 1529 AD 256350023 LC -Sr Lien Reserve Fund-1 3136A4M48 FN 12M3A 1A1 143,772.98 148,016.79 257,008.94 192,515.98 136,478.04 208,376.00 192,076.16 347.696.61 (8,183.34) (26.00) (14,052.08) (747.89) (1,869.4) (611.47) (8.23) 8.63 (75.17) (946.95) (395.62) 9.31 596.86 846.71 410.97 355.42 36.085.34 133,253.00 256,268.17 191,019.60 (11,141.69) (289.57) (62.72) 266.88 125,250.94 204.27 532.29 562.86 272.96 349.49 (2,742.75) 3,004.75 208,638.00 751.00 (763.05) 18.69 70.70 1,559.34 192,961.84 334.95 (12313.401 (14.S71 116.711 1.870.81 137.202.74 576.01 256350023 LC -Sr Lien Reserve Fund-1 256350023 LC -Sr Lien Reserve Fund-1 256350023 LC -Sr Lien Reserve Fund-1 256350023 LC -Sr Lien Reserve Fund-1 256350023 LC -Sr Lien Reserve Fund-1 256350023 LC -Sr Lien Reserve Fund-1 256350023 LC -Sr Lien Reserve Fund-1 912828UF5 UNITED STATES TREASURY 912828UF5 UNITED STATES TREASURY 912828UF5 UFRTED STATES TREASURY 912828UF5 UNITED STATES TREASURY 313927783 FNR 0317D HC 31381PEB0 FN 466430 3137AUPE3 FHMS K021 A2 752,227.50 175,519.75 95,282.15 230,683.10 18,263.53 283,642.66 242,609.30 (3,466.46) (1,064.84) 686.03 120.31 122.04 101.77 (68.93) (69.81) (38.67) (1,505.55) 381.62 5,141.47 1,239.44 616.11 1,685.33 (35.48) 3,019.55 1,021.33 758,055.00 176,879.50 96,020.30 232,470.20 14,622.85 284,053.15 244,012.25 22.93 5.35 2.90 7.03 59.81 737.14 469.22 1256350023 163-8r Lien Reserve Fund-1 38378CRT6 GNR 1213E EG 108.344.91 17217.501 230.04 138.36 100.47 101.596.27 169.28 256350023 LC -Sr Lien Reserve Fund-1 256350023 LC -Sr Lien Reserve Fund-1 256350023 LC -Sr Wen Reserve Fund-1 38378XP62 GNR 14166 PL 3137A7E22 FHA 3804A DA 38376T5Z1 GNR 104A PD 256350023 LC -Sr Lien Reserve Fund-1 38377RSZ9 GNR 10162D PQ 256350023 LC -Sr Wen Reserve Fund-1 256350023 LC -Sr Lien Reserve Fund-1 256350023 LC -Sr Lien Reserve Fund-1 3137EADR7 FREDDIE MAC 3137EACA5 FREDDIE MAC 912828KQ2 UFRTED STATES TREASURY 467,929.91 175,613.85 154,969.94 57,674.75 478,728.75 865,648.00 534,435.00 (533,652.34) (4,559.64) (24 222.24) (7,090.38) (5,779.44) (54.33) (239.84) (289.11) (335.33) 12,614.43 (62.74) (310.97) (106.21) 6,095.69 (524.28) 374.97 (209.79) 207.70 170.13 3,264.12 (3,287.75) 1,383.75 (726.28) (12,670.81) 469,348.89 150,316.52 147,859.20 51,557.90 482,163.00 863,744.00 944.39 428.16 353.80 184.96 1,088.54 7,833.33 1256350021 LC Liev Reserve Fmd-1 31404WTT3 FN 780962 65.162.76 16.775.181 (424.00) (279.901 (60.631 57.622.85 210121 256350023 LC -Sr Wen Reserve Fund-1 256350023 LC -Sr Lien Reserve Fund-1 912828XB1 UNITED STATES TREASURY 38378BX20 GNR 12132 AB 256350023 LC -Sr Wen Reserve Fund-1 31417YKF3 FN MA0293 256350023 LC -Sr Lien Reserve Fund-1 31385XBG7 FN 555439 256350023 LC -Sr Wen Reserve Fund-1 256350023 LC -Sr Lien Reserve Fund-1 256350023 LC -Sr Lien Reserve Fund-1 31416YX72 FN AB3380 3137ASNH3 FHMS K019 Al 3I37B6ZL8 FHMS K714 Al 63,919.27 143,297.12 9,775.60 60,401.05 328,761.26 34,665.28 1,228,546.88 (993.64) (8,079.85) 23.11 (295.03) 39,296.15 15.07 177.83 (443.39) (231.99) 401.17 1,267,548.00 63,141.64 134,943.06 (2,792.73) (59.18) (28.97) 12.39 6,907.12 (3,495.29) (13,129.23) (2,461.53) (126.82) 197.85 (26.50) (66.61) 260.76 (34.68) 92.38 764.10 53.87 56,804.70 316,854.74 32,196.44 3,256.79 66.85 463.89 33.97 156.05 383.26 54.89 1256350023 LC-8r Lien Reserve Fund-1 31418AFW3 FN MA1080 200.836.74 (14929.111 (348.95) (276.S41 632. 10 185.914.04 442.82 256350023 LC -Sr Wen Reserve Fund-1 256350023 LC -Sr Lien Reserve Fund-1 38379C2M7 GNR 1496E WA 3138L3308 FN AM3498 256350023 LC -Sr Wen Reserve Fund-1 38378B7F0 GNR 1333 B 256350023 LC -Sr Lien Reserve Fund-1 38378B7F0 GNR 1333 B 46,972.29 101,838.00 242,312.50 193,850.00 (46,411.75) (651.80) (650.42) 8.41 (18.52) 733.26 986.52 128.17 2,519.33 102,806.00 244,960.00 167.50 473.54 44.90 2,073.10 195,968.00 378.83 256350023 LC -Sr Lien Reserve Fund-1 38378TAF7 GNR 1371A GA 256350023 LC -Sr Lien Reserve Fund-1 912828T79 UNITED STATES TREASURY 256350023 LC -Sr Lien Reserve Fund-1 256350023 LC -Sr Lien Reserve Fund-1 912828179 UNITED STATES TREASURY 3136031Z9 FEDERAL NATIONAL MORTGAGE ASSOCIATION 227,570.69 498,811.50 629,812.50 19,255,322.09 200,960.00 2,792,210.79 (496,140.82) (626,440.43) (2,468,589.77) (10,566.05) 5.34 (13.84) 151.70 217,147.84 436.82 (232,472.17) 24,937.73 1,699.47 33,855.84 524.73 (28,133.14) 6.58 (5,078.13) (163.40) (3,651.69) 121.40 138,720.59 200,918.00 19,515,395.68 722.22 72,506.60 174,803,475.19 342,334,440.17 (192,883,280.02) (146,245,000.00) (1,882,311.57) 77,208.05 20,482.96 294,867.06 176,929,685.28 385,466.13 39 Page 17 of 34 `1NEw` Riverside Coo ty imnsporlotion Commission STAMP Portfolio Summary of Investments for quarter ended June 30, 2016 ATTACHMENT 5 Credit Rating 100 Wo KC. OD 000 OOC w uao nau 44.340 8n L WI WO OW i Li. .• IIIIIII 1 Asset Class (axelx} Frew 13.cssxl L nrre lawn pawx] *Negative cash reflects securities in transit at month end ndustry Group ov..r 1>�31x1 awEF w.amgl,.... (3.01%, vs nr+.r.+n.e rinan Sr214,1. gm....00-Elm] rea I0.406x7 EYctrIc n.=sax] Security Type ses ra RAW MUNI [s sint 1WFW O Iaaasx] ASS 13.410%1 Market Secto Aulubat necrFe rya5x1 ur.lu.v. ame 11e.earR Icy 111.11 ,1 F errn� Isa,991.'!.1 Paler E6.046.14 8,M1 1112..40114 e t.]ir%i OMNI `� Riverside Counlp ironsportiion Commission ATTACHMENT 6 STAMP Portfolio Toll Revenue Project Senior Lien Fund Summary of Investments for quarter ended June 30, 2016 35 000 000 80 000 000 25 000 000 a m 20 000 000 15 000 000 A10 000 000 5 000 000 Credit Rating Asset Class w•wr 99.E P9nar. 10-P65'c] PIkr0 ticmr,9Y.51V. ceur S0 &a6n.I P hermpu.rt -04. ii �eaa4 ' tvM▪ .Pea. [49d9%, Industry Group mica` n municaana Pty`pi Gam {9.600%7 GM1emlcn [w.Iane} 70. R2. Security Type •es IPai31 N91FIlNO � io.wrcl 5'i) GP [9B.r,3) Market Sector •.r itsiliPu CRP EPP'M Innun w 159 rn5%i 41 ATTACHMENT 7 iMMI STAMP Portfolio Riverside (nu myTramperlmionCommission Toll Revenue Project Sales Tax Revenue Fund Summary of Investments for quarter ended June 30, 2016 Baxa MOrkM VaIva 4 Acwatl 6 000 000 5 000 000 000 000 3 000 000 1000 000 MO 0oJ 0 oao [L. Credit Rating Asset Class Many WPMrt Fund. 09904.E Industry Group ca.n Security Type CaSw • MM.-099 I+o00xi Market Sector Lan II. :OW 42 IEEE `� Riverside Coon). Transporlolion Commission ATTACHMENT 8 STAMP Portfolio Series A & Series B Reserve Fund Summary of Investments for quarter ended June 30, 2016 25 o00 000 20 Om 000 8 a 15 ou0 000 i 10 OOP 000 Credit Rating Asset Class [.ae 10-0Nxi MoneF Make[ rm.. i0 Tgy.l Flketl vas.aroa Industry Group F60v[ Leeroral lo.sa�, Agency Cohan r xh Agency ceNl PA[ [M011.mx.) FHkeA e:wlaM.al (sstaxF Swvng' 1 .nara 0.9161. [r0 161997<) 646. t53li%) Security Type A 046990 119 604 (44.00 xp Market Sector Lean Id7aexr Gerogn tA].r25Xf ~ 43 ATTACHMENT 9 STAMP Portfolio RuetsideUunlyTransporlabanUMMISsian Toll Revenue Project Capitalized Interest Fund Summary of Investments for quarter ended June 30, 2016 �2 6 4 3 10 090 003 8 090 009 6 090 00: 4 090 063 a ono aM Credit Rating Asset Class 11=47114i414. Funds -1 {p441.9L} Flwu Wee..{91.36a%1 So, 43.793%1 /w1e 11.044114.14m4 {ili alc7 i1 W!.] 01119a4 le.enx7 Cee1414.,w 119E t1.1R'S1 Industry Group !.Erro 131.36 %1 Hanka L31411,1 Security Type Mut {6_18,1 CORP Market Sector i1Wq 11%011%1 11441p411 e4e14.0o..r1s11 Cr. (14111x1 i Gw4r1. 191.341%)%y 13r.{r1%4 44 MEMO NNE. � Riverside Coumy Tmnsportolion Commission ATTACHMENT 10 STAMP Portfolio Sales Tax Revenue Capitalized Interest Fund Summary of Investments for quarter ended June 30, 2016 25 000 000 20 oua 000 8 a 15 WO 000 m 140304se 500om� Credit Rating v Asset Class Case Monr/Nereel Funds [1.059',61. Fix.a rncwr.isoRIRM `Negative cash reflects securities in transit at month end Industry Group au_.. n ,T3Wh Y .K.. Mtaa,.>,t.h Manor rare 13.6/99N Coreaeae [a.tsr [ Ira war br. nl aoTeY om« MO:MU! 5er,R.. r na.aesops r Swop len i��3nY . bow Prom t,... n .tmszh 6.1.4 [, 4a21ch . FROM r2.0 7.10 FRAM CRC 0401%1 w3f 411.30710 CORP i33.143%1 Security Type cmor (1.920.Y ut0 GO'2 Market Secto stcnpeye MOM.It1.a39%h lodsetint 11.00%1 rRamcdh [t srrYY GarlrmynL 02.500%1 45 MEMO NNE. � Riverside Coumy Tronsportolion Commission ATTACHMENT 11 STAMP Portfolio Sales Tax Equity Fund Summary of Investments for quarter ended June 30, 2016 Se 000 000 as ours 000 8 XF OW Wu F 3 10 000 m+ Credit Rating Asset Class e„e 0) 166%1 Manny NarNN FLMa [0.fir1%) Ps. P.e won [50.56e%1 `Negative cash reflects securities in transit at month end Industry Group OPa r [rsea+wY cr.w ca.a • ABS []wfi63/411 la_58,s0 E].cvlc Curre0R•01n 6�s Ca.1.54) 01v.r.f1N0 PI.P Sen I3201w11 sa.Ra]a+ SOLE REPOS GOY ca•611%7 ABS 110.o]Y•.I e, I1 ].carxF ORR Security Type CORP 07.]0YL) VS WV p6.als9ij .0. 11wne 1Y 021... ni. .. Market Secto AORRP Ri3a%} /• Maly 6c.a;a%7 FIwFYBe aucaae r].a]3%0 .4an Baea:aE na.o]srxi Indnaa1al I13.i.5'w) Fiala nc W (24_ 139Y.F 6iseernmeni Fa]-bszsl 46 ATTACHMENT 12 r�IMMEn Ri.wsid.[nunty Tmffyv1M n Cxnasian Payden & Rygel Operating Portfolio by Investment Category for Quarter ended June 30, 2016 ee �.:u. CUSIP Security Type Cate ory Issuer Next Call Base Market Unrealized Accrued Final Maturi Trade Date Date Ori . inal Cost Value Gain/Loss Credit Income Cou on Yield Ratin 3130A5EP0 Agencies FHLB 0.625% 5/30/17 05/30/2017 05/15/2015 999,170.00 1,000,460.00 1,290.00 538.19 0.630 0.625 AA+ 3130A62S5 Agencies F H L B 0.750% 8/28/17 08/28/2017 07/24/2015 339,238.40 340,547.40 1,309.00 871.25 0.750 0.749 AA+ 3130A6LZ8 Agencies F H L B DEB 0.625% 10/26/17 10/26/2017 10/09/2015 748,372.50 750,270.00 1,897.50 846.35 0.630 0.625 AA+ 3130A7CX1 Agencies F H L B 0.875% 3/19/18 03/19/2018 02/18/2016 519,838.80 521,830.40 1,991.60 1,289.17 0.880 0.874 AA+ 3133EEWS5 Agencies F F C B DEB 0.50885% 1/02/18 01/02/2018 04/02/2015 699,961.01 699,153.00 (808.01) 269.99 0.510 0.509 AA+ 3134G72P5 Agencies F H L M C 1.200% 10/29/18 10/29/2018 10/29/2015 07/29/2016 500,000.00 500,165.00 165.00 1,033.33 1.200 1.200 AA+ 3134G8L98 Agencies F H L M C M TN 1.050% 2/26/18 02/26/2018 02/26/2016 08/26/2016 500,000.00 500,125.00 125.00 1,822.92 1.050 1.050 AA+ 3134G9AF4 Agencies F H L M C M TN 1.050% 4/26/18 04/26/2018 04/26/2016 07/26/2016 689,724.00 690,310.50 586.50 1,309.35 1.050 1.050 AA+ 3134G9UY1 Agencies F H L M C M TN 1.000% 6/29/18 06/29/2018 06/29/2016 12/29/2016 510,000.00 510,586.50 586.50 28.33 1.000 1.000 AA+ 3135G0E58 Agencies F NM A DEB 1.125% 10/19/18 10/19/2018 09/01/2015 529,141.40 534,870.70 5,729.30 1,192.50 1.130 1.117 AA+ 3135G0J53 Agencies F N M A DEB 1.000% 2/26/19 02/26/2019 02/23/2016 498,820.00 502,460.00 3,640.00 1,736.11 1.000 0.997 AA+ 3135GOK77 Agencies F N M A DEB 1.250% 6/13/19 06/13/2019 06/13/2016 12/13/2016 490,000.00 490,284.20 284.20 306.25 1.250 1.250 AA+ 3137EADV8 Agencies F H L M C 0.750% 7/14/17 07/14/2017 05/29/2015 799,376.00 801,192.00 1,816.00 2,783.33 0.750 0.749 AA+ 3137EADX4 Agencies F H L M C 1.000% 12/15/17 12/15/2017 12/11/2015 819,155.40 824,362.40 5,207.00 364.44 1.000 0.996 AA+ 3137EADZ9 Agencies F H L M C M TN 1.125% 4/15/19 04/15/2019 03/21/2016 289,904.30 292,465.00 2,560.70 906.25 1.130 1.119 AA+ 05581RAD8 Asset -Backed BMW VEHICLE LEASE 1.340% 1/22/19 01/22/2019 02/17/2016 599,929.50 599,916.00 (13.50) 245.67 1.340 1.343 N/A 161571HC1 Asset -Backed CHASE ISSUANCE TRUST 1.370% 6/15/21 06/15/2021 06/17/2016 751,347.66 753,877.50 2,529.84 399.58 1.370 1.367 AAA 31680GAB2 Asset -Backed FIFTH THIRD AUTO TRU 1.020% 5/15/18 05/15/2018 11/05/2015 148,867.21 148,924.87 57.66 67.49 1.020 1.020 N/A 36159LCN4 Asset -Backed GE DEALER FLOORPLA 0.89805% 10/20/19 10/20/2019 10/21/2014 750,350.76 748,957.50 (1,393.26) 210.39 0.900 0.899 N/A 43814NAC9 Asset -Backed HONDA AUTO 1.570% 12/18/19 12/18/2019 02/25/2016 199,971.58 200,584.00 612.42 113.39 1.220 1.569 AAA 47787UAB9 Asset -Backed JOHN DEERE OWNER 0.870% 2/15/18 02/15/2018 03/11/2015 232,718.40 232,714.77 (3.63) 89.99 0.870 0.870 N/A 89237CAD3 Asset -Backed TOYOTA AUTO RECEIV 1.270% 5/15/19 05/15/2019 06/17/2015 499,972.95 502,200.00 2,227.05 282.22 1.270 1.267 AAA 89237KAD5 Asset -Backed TOYOTA AUTO 1.250% 3/16/20 03/16/2020 03/02/2016 199,988.66 200,770.00 781.34 111.11 1.250 1.247 AAA 92867VAB6 Asset -Backed VOLKSWAGEN AUTO 0.870% 6/20/17 06/20/2017 03/05/2015 94,755.75 94,816.85 61.12 25.21 0.870 0.870 N/A 037833AG5 Credit APPLE INC 0.8686% 5/03/18 05/03/2018 05/03/2013 250,466.43 250,380.00 (86.43) 355.88 0.890 0.867 AA+ 037833BB5 Credit APPLE INC 0.900% 5/12/17 05/12/2017 05/13/2015 119,917.20 120,220.80 303.60 144.00 0.900 0.899 AA+ 037833BN9 Credit APPLE INC 1.300% 2/23/18 02/23/2018 02/23/2016 29,987.10 30,204.00 216.90 138.67 1.300 1.292 AA+ 037833BQ2 Credit APPLE INC 1.700% 2/22/19 02/22/2019 02/23/2016 39,993.20 40,677.20 684.00 241.78 1.700 1.674 AA+ 06406HCK3 Credit BANK OF NY MTN 1.08755% 3/06/18 03/06/2018 03/06/2013 750,817.83 749,895.00 (922.83) 566.43 1.120 1.088 A 084664CD1 Credit BERKSHIRE HATHAWAY 0.94114% 1/12/18 01/12/2018 01/15/2015 250,406.64 250,085.00 (321.64) 510.94 0.930 0.940 AA 084670BH0 Credit BERKSHIRE HATHAWAY 1.550% 2/09/18 02/09/2018 02/11/2013 503,013.99 505,805.00 2,791.01 3,056.94 1.550 1.537 AA 166764AV2 Credit CHEVRON CORP 1.365% 3/02/18 03/02/2018 03/03/2015 499,970.00 502,745.00 2,775.00 2,256.04 1.370 1.358 AA- 166764BA7 Credit CHEVRON CORP 1.790% 11/16/18 11/16/2018 11/17/2015 252,882.50 253,345.00 462.50 546.94 1.790 1.764 AA- 17275RAU6 Credit CISCO SYSTEMS INC 1.650% 6/15/18 06/15/2018 06/17/2015 399,932.00 405,200.00 5,268.00 293.33 1.650 1.629 AA- 191216BR0 Credit COCA COLA CO THE 0.875% 10/27/17 10/27/2017 10/27/2015 35,984.16 36,047.88 63.72 56.00 0.880 0.874 AA- 191216BV1 Credit COCA COLA CO 1.375% 5/30/19 05/30/2019 05/31/2016 249,825.00 252,690.00 2,865.00 296.01 1.380 1.364 AA- 19416QDU1 Credit COLGATE PALM MTN 2.625% 5/O1/17 05/O1/2017 05/04/2011 513,597.43 512,766.90 (830.53) 2,209.38 2.630 2.590 AA- 30231GAL6 Credit EXXON MOBIL 1.305% 3/06/18 03/06/2018 03/06/2015 460,000.00 463,588.00 3,588.00 1,917.63 1.310 1.298 AA+ 30231GAP7 Credit EXXON MOBIL 1.708% 3/01/19 03/01/2019 03/03/2016 40,000.00 40,650.00 650.00 223.94 1.710 1.682 AA+ 30231GAU6 Credit EXXON MOBIL 1.439% 3/01/18 03/01/2018 03/03/2016 40,000.00 40,354.00 354.00 188.67 1.440 1.427 AA+ 36962G2G8 Credit GEN ELEC CAP CRP MTN 5.400% 2/15/17 02/15/2017 02/13/2007 108,560.35 106,874.56 (1,685.79) 2,121.60 5.400 5.266 AA+ 36962G3H5 Credit GEN ELEC CAP CRP MTN 5.625% 9/15/17 09/15/2017 09/24/2007 532,531.80 528,425.00 (4,106.80) 8,281.25 5.630 5.336 AA+ 48125LRD6 Credit JP MORGAN CHASE MT 1.03235% 6/14/17 06/14/2017 06/19/2015 750,000.00 749,490.00 (510.00) 365.62 1.060 1.033 A+ 58933YAH8 Credit MERCK CO INC 0.9782% 5/18/18 05/18/2018 05/20/2013 751,768.96 752,745.00 976.04 896.68 0.990 0.977 AA 594918BF0 Credit MICROSOFT CORP 1.300% 11/03/18 11/03/2018 11/03/2015 752,615.00 756,810.00 4,195.00 1,570.83 1.300 1.291 AAA 717081DP5 Credit PFIZER INC 0.75976% 5/15/17 05/15/2017 05/15/2014 250,008.85 250,065.00 56.15 247.98 0.780 0.759 AA 717081DU4 Credit PFIZER INC 1.450% 6/03/19 06/03/2019 06/03/2016 249,715.00 252,082.50 2,367.50 281.94 1.450 1.441 AA 89236TAY1 Credit TOYOTA MOTOR MTN 2.000% 10/24/18 10/24/2018 10/24/2013 346,388.60 346,606.20 217.60 1,265.56 2.000 1.961 AA- 89236TCX1 Credit TOYOTA MOTOR MTN 1.200% 4/06/18 04/06/2018 04/08/2016 249,940.00 250,980.00 1,040.00 691.67 1.200 1.196 AA- 90331HMQ3 Credit US BANK NA MTN 1.350% 1/26/18 01/26/2018 01/27/2015 12/26/2017 500,663.93 501,870.00 1,206.07 2,906.25 1.350 1.344 AA- 91159HHE3 Credit _ US BANCORP MTN 1.950% 11/15/18 11/15/2018 11/07/2013 10/15/2018 254,410.00 255,250.00 840.00 622.92 1.950 1.914 A+ 94974BFK1 Credit WELLS FARGO MTN 1.2486% 4/23/18 04/23/2018 04/23/2013 501,837.96 501,150.00 (687.96) 1,196.57 1.270 1.245 A 94974BFW5 Credit WELLS FARGO COM MTN 1.150% 6/02/17 06/02/2017 06/03/2014 500,234.56 500,190.00 (44.56) 463.19 1.150 1.149 A 3136AMTM1 Mortgage -Backed F N M A GTD REMIC 0.3845% 9/25/18 09/25/2018 03/01/2015 448,732.68 447,164.53 (1,568.15) 49.96 0.670 0.651 N/A 3137BLVY1 Mortgage -Backed F H L M C MLTCL MTG 1.639% 10/25/19 10/25/2019 11/01/2015 139,973.07 141,183.80 1,210.73 191.66 1.640 1.632 N/A 3137BNN26 Mortgage -Backed F H L M C MLTCL MTG 1.780% 7/25/19 07/25/2019 04/01/2016 217,039.69 218,240.05 1,200.36 318.92 1.780 1.759 N/A CED 1.111.1 IMMEM Ri. ersxk[nunty Tronspa,nlino Cxnasiao Payden & Rygel Operating Portfolio by Investment Category for Quarter ended June 30, 2016 ee II : ►� • CUSIP Security Type Cate o Issuer Next Call Final Maturi Trade Date Date Ori inal Cost Base Market Unrealized Accrued Value Gain/Loss Income Cou on Yield Credit Ratin 3137BPCF4 Mortgage -Backed F H L M C MLTCL MTG 1.376% 10/25/20 10/25/2020 05/01/2016 393,478.70 395,567.30 2,088.60 90.24 1.380 1.373 N/A 13063CFD7 Taxable Muni CALIFORNIA ST 1.250% 11/01/16 11/01/2016 11/05/2013 350,872.08 350,910.00 37.92 729.17 1.250 1.248 AA- 54473ERP1 Taxable Muni LOS ANGELES CNTY CA 1.507% 12/01/17 12/01/2017 09/02/2015 25,000.00 25,191.00 191.00 31.40 1.510 1.498 AA 54473ERQ9 Taxable Muni LOS ANGELES CNTY CA 2.036% 12/01/18 12/01/2018 09/02/2015 50,000.00 50,457.50 457.50 84.83 2.040 2.021 AA 6055806F1 Taxable Muni MISSISSIPPIST SER D 3.381% 11/01/18 11/01/2018 11/10/2010 104,642.76 105,857.00 1,214.24 563.50 3.380 3.203 AA 650119AD2 Taxable Muni NEW YORK UNIVERSITY 0.898% 7/01/17 07/01/2017 04/16/2015 200,000.00 200,070.00 70.00 898.00 0.900 0.899 AA- 650119AE0 Taxable Muni NEW YORK UNIVERSITY 1.315% 7/01/18 07/01/2018 04/16/2015 120,000.00 120,439.20 439.20 789.00 1.320 1.313 AA- 702282ND2 Taxable Muni PASADENA CA UNIF 1.861% 11/01/18 11/01/2018 03/20/2014 251,500.33 255,167.50 3,667.17 775.42 1.860 1.827 A+ 91412GD36 Taxable Muni UNIV OF CA 1.169% 5/15/19 05/15/2019 04/20/2016 140,000.00 140,673.40 673.40 322.77 1.170 1.169 AA 91412GWU5 Taxable Muni UNIV CALIFORNIA CA 1.418% 5/15/18 05/15/2018 03/25/2015 250,000.00 252,722.50 2,722.50 452.97 1.420 1.406 AA 91412GWV3 Taxable Muni UNIV OF CA 2.003% 5/15/19 05/15/2019 03/25/2015 250,000.00 257,095.00 7,095.00 639.85 2.000 1.958 AA 977100AU0 Taxable Muni WISCONSIN ST 5.050% 5/01/18 05/01/2018 04/01/2008 214,702.56 214,700.00 (2.56) 1,683.33 5.050 4.721 AA 912828D98 Treasuries U S TREASURY NT 1.000% 9/15/17 09/15/2017 09/15/2014 2,483,788.53 2,493,069.60 9,281.07 7,278.26 1.000 0.996 N/A 912828G20 Treasuries U S TREASURY NT 0.875% 11/15/17 11/15/2017 11/17/2014 813,058.01 818,374.10 5,316.09 910.78 0.880 0.873 N/A 912828H37 Treasuries U S TREASURY NT 0.875% 1/15/18 01/15/2018 01/15/2015 2,005,797.27 2,024,047.35 18,250.08 8,137.50 0.880 0.873 N/A 912828H94 Treasuries U S TREASURY NT 1.000% 2/15/18 02/15/2018 02/17/2015 727,062.69 729,756.00 2,409.65 2,728.71 1.000 0.995 N/A 912828K25 Treasuries U S TREASURY NT 0.750% 4/15/18 04/15/2018 04/15/2015 1,241,556.92 1,253,375.00 11,818.08 1,972.34 0.750 0.750 N/A 912828L40 Treasuries U S TREASURY NT 1.000% 9/15/18 09/15/2018 09/15/2015 1,207,989.49 1,214,796.65 7,386.53 3,536.41 1.000 0.994 N/A 912828M72 Treasuries U S TREASURY NT 0.875% 11/30/17 11/30/2017 11/30/2015 1,779,046.18 1,787,369.20 8,323.02 1,319.19 0.880 0.873 N/A 912828N55 Treasuries U S TREASURY NT 1.000% 12/31/17 12/31/2017 12/31/2015 1,313,546.44 1,323,218.75 9,672.31 35.73 1.000 0.996 N/A 912828P95 Treasuries U S TREASURY NT 1.000% 3/15/19 03/15/2019 03/15/2016 1,873,979.30 1,885,857.60 11,878.30 5,488.04 1.000 0.994 N/A 912828R51 Treasuries U S TREASURY NT 0.875% 5/31/18 05/31/2018 05/31/2016 2,527,748.96 2,543,737.90 15,988.94 0.880 0.872 N/A 912828R85 Treasuries U S TREASURY NT 0.875% 6/15/19 06/15/2019 06/15/2016 1,742,319.53 1,743,605.60 1,286.07 758.47 0.880 0.874 N/A 912828SS0 Treasuries U S TREASURY NT 0.875% 4/30/17 04/30/2017 04/30/2012 1,339,249.53 1,341,064.48 1,163.91 1,970.99 0.880 0.873 N/A 912828TS9 Treasuries U S TREASURY NT 0.625% 9/30/17 09/30/2017 10/01/2012 2,499,152.40 2,501,349.06 2,196.66 3,926.02 0.630 0.625 N/A 912828UA6 Treasuries U S TREASURY NT 0.625% 11/30/17 11/30/2017 11/30/2012 2,023,823.43 2,041,672.80 17,849.37 1,079.92 0.630 0.625 N/A 912828WT3 Treasuries U S TREASURY NT 0.875% 7/15/17 07/15/2017 07/15/2014 1,002,497.71 1,003,590.00 1,092.29 4,038.46 0.880 0.873 N/A 31846V203 FIRST AMER GOVT OBLIG FUND CL Y 140,098.25 140,098.25 - 1.11 0.006 50,472,729.28 50,669,456.75 196,372.16 101,560.40 48 RCTC ATTACHMENT 13 MEMO inEmm. Riverside County Loopor lotion cmmn6s;on Payden & Rygel Operating Portfolio Transaction Report Quarter ended June 30, 2016 Account Number: 001050990415 Name: RIVERSIDE COUNTY TRANS COMM Transaction Settlement Date Trade Date Date CUSIP Description Units Price Miscellaneous Commissions SEC Fees Fees Net Cash Amount Amount Short Term Long Term Federal Tax Cost Gain/Loss Gain/Loss Amount Amount 04/01/2016 04/01/2016 04/01/2016 31846V203 SOLD UNITS OF FIRST AMER GOVT OBLIG FUND CL Y 80,897.4600 1.000000 80,897.46 80,897.46 04/01/2016 04/01/2016 31846V203 INTEREST EARNED ON FIRST AMER GOVT OBLIG FUND CL Y UNIT ON 0.0000 SHARES DUE 3/31/2016 INTEREST FROM 3/1/16 TO 3/31/16 - - - - - - - 0.999805 - - 1.08 - - - - 912828G46 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 0.500% 11/30/16 - = - 672.13 04/01/201(11 04/01/2016 03/29/2016 04/01/2016 912828G46 SOLD PAR VALUE OF U S TREASURY NT 0.500% 11/30/16 /CITIGROUP GLOBAL MARKETS INC./XOTC 400,000 PAR VALUE AT 99.980469 % (400,000.0000 399,921.88 399,531.25 390.63 04/01/2016 04/01/2016 912828H78 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 0.500% 1/31/17 - - 502.75 04/01/2016 03/29/2016 04/01/2016 912828H78 SOLD PAR VALUE OF U S TREASURY NT 0.500% 1/31/17 /UBS SECURITIES LLC/XOTC 600,000 PAR VALUE AT 99.898438 % (600,000.0000) 0.998984 - - - 599,390.63 599,625.00 (234.37) 04/01/2016 04/01/2016 912828P95 PAID ACCRUED INTEREST ON PURCHASE OF U S TREASURY NT 1.000% 3/15/19 . - - - - (498.91) - 04/01/2016 03/29/2016 04/01/2016 912828P95 PURCHASED PAR VALUE OF U S TREASURY NT 1.000% 3/15/19 /CITIGROUP GLOBAL MARKETS INC./1,080,000 PAR VALUE AT 100.08203148 % 1,080,000.0000 1.000820 - - - (1,080,885.94) 1,080,885.94 - - 04/04/2016 3133EEWS5 INTEREST EARNED ON F F C B DEB 0.4805% 1/02/18 $1 PV ON 700000.0000 SHARES DUE 4/2/2016 - - - - - 289.63 - - - 04/04/2016 04/04/2016 04/04/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y 289.6300 1.000000 - - - (289.63) 289.63 - - 04/04/2016 04/04/2016 04/04/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y 1.0800 1.000000 - - - (1.08) 1.08 - - 04/07/2016 04/07/2016 04/07/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y 200,129.3800 1.000000 - - - (200,129.38) 200,129.38 - - 04/07/2016 04/07/2016 912828H78 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 0.500% 1/31/17 - - - - - 184.07 - - - 04/07/2016 04/06/2016 04/07/2016 912828H78 SOLD PAR VALUE OF U S TREASURY NT 0.500% 1/31/17 /CITIGROUP GLOBAL MARKETS INC./XOTC 200,000 PAR VALUE AT 99.972656 % (200,000.0000) 0.999727 - - - 199,945.31 (199,875.00) - 70.31 04/08/2016 04/08/2016 04/08/2016 31846V203 SOLD UNITS OF FIRST AMER GOVT OBLIG FUND CL Y (249,940.0000) 1.000000 - - - 249,940.00 (249,940.00) - - 04/08/2016 04/05/2016 04/08/2016 89236TCX1 PURCHASED PAR VALUE OF TOYOTA MOTOR MTN 1.200% 4/06/18 /CITIGROUP GLOBAL MARKETS INC./250,000 PAR VALUE AT 99.976 % 250,000.0000 0.999760 - - - (249,940.00) 249,940.00 - - 04/11/2016 263901AE0 AMORTIZED PREMIUM ON DUKE ENERGY INDIAN 0.97759% 7/11/16 CURRENT YEAR AMORTIZATION - - - - - (192.76) - - 04/11/2016 263901AE0 INTEREST EARNED ON DUKE ENERGY INDIAN 0.97759% 7/11/16 $1 PV ON 750000.0000 SHARES DUE 4/11/2016 - - - - - 1,832.99 - - - 04/11/2016 04/11/2016 04/11/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y i 1,832.9900 1.000000 - - - (1,832.99) 1,832.99 - - 04/12/2016 084664CD1 AMORTIZED PREMIUM ON BERKSHIRE HATHAWAY 0.93133% 1/12/18 CURRENT YEAR AMORTIZATION - - - - - - (57.32) - - 04/12/2016 i 084664CD1 INTEREST EARNED ON BERKSHIRE HATHAWAY 0.93133% 1/12/18 $1 PV ON 250000.0000 SHARES DUE 4/12/2016 - - - - - 582.08 - - - 04/13/2016 04/13/2016 04/13/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y 582.0800 1.000000 - - - (582.08) 582.08 - - 04/14/2016 04/14/2016 04/14/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y 100,082.1200 1.000000 - - - (100,082.12) 100,082.12 - - 04/14/2016 04/14/2016 912828H78 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 0.500% 1/31/17 - - - - - 101.65 - - - 04/14/2016 04/13/2016 04/14/2016 912828H78 SOLD PAR VALUE OF U S TREASURY NT 0.500% 1/31/17 BMO CAPITAL MARKETS CORP./100,000 PAR VALUE AT 99.980469 % (100,000.0000) 0.999805 - - - 99,980.47 (99,937.50) - 42.97 04/15/2016 161571GS7 AMORTIZED PREMIUM ON CHASE ISSUANCE TRU 0.78141% 2/18/20 CURRENT YEAR AMORTIZATION - - - - - - (10.39) - - 04/15/2016 161571GS7 INTEREST EARNED ON CHASE ISSUANCE TRU 0.78141% 2/18/20 $1 PV ON 488.3800 SHARES DUE 4/15/2016 $0.00065/PV ON 750,000.00 PV DUE 4/15/16 • - - - - - 488.38 - - - 04/15/2016 31680GAB2 INTEREST EARNED ON FIFTH THIRD AUTO TRU 1.020% 5/15/18 $1 PV ON 136.0000 SHARES DUE 4/15/2016 $0.00085/PV ON 160,000.00 PV DUE 4/15/16 - - - - - 136.00 - - - 04/15/2016 04/15/2016 04/15/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOUT OBLIG FUND CL Y 86,314.2200 1.000000 - - - (86,314.22) 86,314.22 - - 04/15/2016 04/15/2016 04/15/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y 5,352.6700 1.000000 - - - (5,352.67) 5,352.67 - - 04/15/2016 04/15/2016 04/15/2016 47787UAB9 PAID DOWN PAR VALUE OF JOHN DEERE OWNER 0.870% 2/15/18 (39,986.8600) 25.008215 - - - 39,986.86 (39,984.28) - 2.58 04/15/2016 47787UAB9 INTEREST EARNED ON JOHN DEERE OWNER 0.870% 2/15/18 $1 PV ON 249.9100 SHARES DUE 4/15/2016 $0.00073/PV ON 344,702.89 PV DUE 4/15/16 - - - - - 249.91 - - - 04/15/2016 04/15/2016 04/15/2016 47787VAC5 PAID DOWN PAR VALUE OF JOHN DEERE OWNER 0.920% 4/16/18 (44,880.6700) 22.281307 - - - 44,880.67 (44,868.40) - 12.27 04/15/2016 47787VAC5 INTEREST EARNED ON JOHN DEERE OWNER 0.920% 4/16/18 $1 PV ON 409.7900 SHARES DUE 4/15/2016 $0.00077/PV ON 534,512.43 PV DUE 4/15/16 - - - - - 409.79 - - - 04/15/2016 89237CAD3 INTEREST EARNED ON TOYOTA AUTO RECEIV 1.270% 5/15/19 $1 PV ON 529.1700 SHARES DUE 4/15/2016 $0.00106/PV ON 500,000.00 PV DUE 4/15/16 - - - - - 529.17 - - - 04/15/2016 89237KAD5 INTEREST EARNED ON TOYOTA AUTO 1.250% 3/16/20 $1 PV ON 200000.0000 SHARES DUE 4/15/2016 - - - - - 298.61 - - - 04/15/2016 912828K25 INTEREST EARNED ON U S TREASURY NT 0.750% 4/15/18 $1 PV ON 1250000.0000 SHARES DUE 4/15/2016 = - - - - - 4,687.50 - - - 04/18/2016 04/18/2016 04/18/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y 203.3300 1.000000 - - - (203.33) 203.33 - - 04/18/2016 43814NAC9 INTEREST EARNED ON HONDA AUTO 1.570% 12/18/19 $1 PV ON 200000.0000 SHARES DUE 4/18/2016 - - - - - 203.33 - - - Page 27 of 34 RCTC MEMO inEmm. ai.eraae coumT Trwspormeon commission Payden & Rygel Operating Portfolio Transaction Report Quarter ended June 30, 2016 Account Number: 001050990415 Name: RIVERSIDE COUNTY TRANS COMM Transaction Date 04/19/2016 Trade Date Settlement Date CUSIP 3135G0E58 Description INTEREST EARNED ON F N M A DEB 1.125% 10/19/18 $1 PV ON 530000.0000 SHARES DUE 4/19/2016 Units Miscellaneous Price Commissions SEC Fees Fees - Net Cash Amount 2,981.25 Federal Tax Cost Amount - Short Term Gain/Loss Amount - Long Term Gain/Loss Amount - 04/19/2016 04/19/2016 04/19/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y 2,981.2500 1.000000 - - - (2,981.25) 2,981.25 - - 04/20/2016 05581RAD8 INTEREST EARNED ON BMW VEHICLE LEASE 1.340% 1/22/19 $1 PV ON 600000.0000 SHARES DUE 4/20/2016 - - - - - 670.00 - - - 04/20/2016 04/20/2016 04/20/2016 31846V203 SOLD UNITS OF FIRST AMER GOVT OBLIG FUND CL Y (125,138.4300) 1.000000 - - - 125,138.43 (125,138.43) - - 04/20/2016 04/20/2016 04/20/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y 670.0000 1.000000 - - - (670.00) 670.00 - - 04/20/2016 36159LCN4 AMORTIZED PREMIUM ON GE DEALER FLOORPLA 0.8821 % 10/20/19 CURRENT YEAR AMORTIZATION - - - - - - (14.06) - - 04/20/2016 36159LCN4 INTEREST EARNED ON GE DEALER FLOORPLA 0.8821% 10/20/19 $1 PV ON 551.3100 SHARES DUE 4/20/2016 $0.00074/PV ON 750,000.00 PV DUE 4/20/16 - - - - - 551.31 - - - 04/20/2016 04/08/2016 04/20/2016 91412GD36 PURCHASED PAR VALUE OF UNIV OF CA 1.169% 5/15/19 /WELLS FARGO BANK, N.A./SIG/140,000 PAR VALUE AT 100 % 140,000.0000 1.000000 - - (140,000.00) 140,000.00 - - 04/20/2016 04/20/2016 04/20/2016 92867VAB6 PAID DOWN PAR VALUE OF VOLKSWAGEN AUTO 0.870% 6/20/17 (14,207.1000i= - - - - 14,207.10 (14,193.12) 13.98 04/20/2016 * l 92867VAB6 INTEREST EARNED ON VOLKSWAGEN AUTO 0.870% 6/20/17 $1 PV ON 103.1600 SHARES DUE 4/20/2016 $0.00073/PV ON 142,300.76 PV DUE 4/20/16 - - - - 103.16 - - 04/22/2016 04/22/2016 04/22/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y 216,181.6400 1.000000 - - - (216,181.64) 216,181.64 04/22/2016 1 04/22/2016 478160BR4 RECEIVED ACCRUED INTEREST ON SALE OF JOHNSON JOHNSON 1.125% 3/01/19 - - - - - 143.44 - 04/22/2016 04/19/2016 04/22/2016 478160BR4 SOLD PAR VALUE OF JOHNSON JOHNSON 1.125% 3/01/19 /RBC CAPITAL MARKETS, LLC/90,000 PAR VALUE AT 100.261 % (90,000.0000) 1.002610 90,234.90 89,989.20 245.70 04/22/2016 ■ 04/22/2016 912828L40 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 1.000% 9/15/18 ' - 222.01 - - - - 04/22/2016 04/15/2016 04/22/2016 912828L40 SOLD PAR VALUE OF U S TREASURY NT 1.000% 9/15/18 /J.P. MORGAN SECURITIES LLC/215,000 PAR VALUE AT 100.429687 % (215,000.0000) 1.004297 - - - 215,923.83 (215,952.85) 29.02 912828L40 AMORTIZED PREMIUM ON U S TREASURY NT 1.000% 9/15/18 CURRENT YEAR AMORTIZATION - - - - (147.74) 04/22/2016 04/22/2016 912828P95 PAID ACCRUED INTEREST ON PURCHASE OF U S TREASURY NT 1.000% 3/15/19 - - - - - (92.93) - 04/22/2016 04/19/2016 04/22/2016 912828P95 PURCHA/NOMURSED PAR VALUE OF U S TREASURY NT 1.000% A 100.2 9 /NOMURA SECURITIES/FIX INCOME/90,000 PAR VALUE AT 100.27734444 % 90,000.0000 1.002773 - - - (90,249.61) 90,249.61 04/25/2016 TRUST FEES COLLECTED CHARGED FOR PERIOD 03/01/2016 THRU 03/31/2016 COLLECTED BY DISBURSEMENT - - - - - (525.59) - - - 04/25/2016 04/25/2016 04/25/2016 3136AMTM1 PAID DOWN PAR VALUE OF F N M A GTD REMIC 0.3845% 9/25/18 (435.3400) - - - - 435.34 (435.23) - O. 04/25/2016 3136AMTM1 INTEREST EARNED ON F N M A GTD REMIC 0.3845% 9/25/18 $1 PV ON 256.2500 SHARES DUE 4/25/2016 $0.00055/PV ON 464,605.02 PV DUE 4/25/16 - - - - - 256.25 - - - 04/25/2016 04/25/2016 04/25/2016 3137BLVY1 PAID DOWN PAR VALUE OF F H L M C MLTCL MTG 1.639% 10/25/19 (48,637.8200) 23.322900 - - - 48,637.82 (48,515.83) 121.99 - 04/25/2016 3137BLVY1 INTEREST EARNED ON F H L M C MLTCL MTG 1.639% 10/25/19 $1 PV ON 1144.0800 SHARES DUE 4/25/2016 $0.00600/PV ON 190,785.51 PV DUE 4/25/16 - - - - - 1,144.08 - - - 04/25/2016 04/25/2016 04/25/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y 51,525.9900 1.000000 - - - (51,525.99) 51,525.99 - - 04/25/2016 94974BFK1 AMORTIZED PREMIUM ON WELLS FARGO MIN 1.2486% 4/23/18 CURRENT YEAR AMORTIZATION - - - - - - (226.97) - - 04/25/2016 94974BFK1 INTEREST EARNED ON WELLS FARGO MTN 1.2486% 4/23/18 $1 PV ON 500000.0000 SHARES DUE 4/23/2016 - - - - - 1,578.09 - - - 04/26/2016 04/26/2016 3130A62S5 RECEIVED ACCRUED INTEREST ON SALE OF F H L B 0.750% 8/28/17 - - - - 833.75 - - - 04/26/2016 04/20/2016 04/26/2016 3130A62S5 SOLD PAR VALUE OF F H L B 0.750% 8/28/17 /WELLS FARGO SECURITIES, LLC/XOTC 690,000 PAR VALUE AT 99.968 % (690,000.0000) 0.999680 - - - 689,779.20 (688,454.40) 1,324.80 - 04/26/2016 3130A6LZ8 INTEREST EARNED ON F H L B DEB 0.625% 10/26/17 $1 PV ON 750000.0000 SHARES DUE 4/26/2016 - - - - - 2,343.75 - - - 04/26/2016 04/20/2016 04/26/2016 3134G9AF4 PURCHASED PAR VALUE OF F H L M C M T N 1.050% 4/26/18 /CITIGROUP GLOBAL MARKETS INC./690,000 PAR VALUE AT 99.96 % 690,000.0000 0.999600 - - - (689,724.00) 689,724.00 - - 04/26/2016 04/26/2016 04/26/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y 3,232.7000 1.000000 - - - (3,232.70) 3,232.70 - - 04/27/2016 • 191216BR0 INTEREST EARNED ON COCA COLA CO THE 0.875% 10/27/17 $1 PV ON 36000.0000 SHARES DUE 4/27/2016 - - - - - 157.50 - - - 04/27/2016 04/27/2016 04/27/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y 157.5000 1.000000 157.50 157.50 04/28/2016 04/28/2016 3137BNN26 PAID ACCRUED INTEREST ON PURCHASE OF F H L M C MLTCL MTG 1.780% 7/25/19 - - - (287.03) - - - 04/28/2016 04/15/2016 04/28/2016 3137BNN26 PURCHASED PAR VALUE OF F H L M C MLTCL MTG 1.780% 7/25/19 /MLPFS INC/FIXED INCOME/215,000 PAR VALUE AT 100.9976 % 215,000.0000 1.009976 - - - (217,144.84) 217,144.84 - - 04/28/2016 04/28/2016 04/28/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y 20,071.0600 1.000000 - - - (20,071.06) 20,071.06 - - 04/28/2016 04/28/2016 04/28/2016 31846V203 SOLD UNITS OF FIRST AMER GOVT OBLIG FUND CL Y (237,534.8400) 1.000000 - - - 237,534.84 (237,534.84) - - 04/28/2016 04/28/2016 912828M72 PAID ACCRUED INTEREST ON PURCHASE OF U S TREASURY NT 0.875% 11/30/17 - - - - - (71.72) ' - - - 04/28/2016 04/27/2016 04/28/2016 912828M72 PURCHASED PAR VALUE OF U S TREASURY NT 0.875% 11/30/17 /MORGAN STANLEY & CO. LLC/20,000 PAR VALUE AT 100.15625 % 20,000.0000 1.001563 - - - (20,031.25) 20,031.25 - - Page 28 of 34 RCTC MEI IMM=m• ai.eraa� could)' In spo iotinn Commission Account Number: 001050990415 Name: RIVERSIDE COUNTY TRANS COMM Payden & Rygel Operating Portfolio Transaction Report Quarter ended June 30, 2016 Transaction Settlement Date Trade Date Date CUSIP Descri•tion Units Miscellaneous Price Commissions SEC Fees Fees Net Cash Amount Amount Short Term Long Term Federal Tax Cost Gain/Loss Gain/Loss Amount Amount 04/28/2016 04/28/2016 912828TW0 KLl;L1V LL AlA:KULU 11V1EKLJ 1 UN DALE Ut' U J 1KLAJUKY 1V1 0.750% 10/31/17 - - - - - 74.18 - - - 19.54 - 04/28/2016 04/27/2016 04/28/2016 912828TW0 SOLD PAR VALUE OF U S TREASURY NT 0.750% 10/31/17 BARCLAYS CAPITAL INC. FIXED IN/20,000 PAR VALUE AT 99.9844 % (20,000.0000) 0.999844 - - - 19,996.88 (19,977.34) 04/29/2016 3134G72P5 INTEREST EARNED ON F H L M C 1.200% 10/29/18 $1 PV ON 500000.0000 SHARES DUE 4/29/2016 - - - - - 3,000.00 - - - 04/29/2016 04/29/2016 04/29/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y 535.9500 1.000000 - - - (535.95) 535.95 - 04/29/2016 04/29/2016 04/29/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y 3,000.0000 1.000000 - - - (3,000.00) 3,000.00 - - 04/29/2016 90331HMD2 AMORTIZED PREMIUM ON US BANK NA MTN 0.5519% 1/30/17 CURRENT YEAR AMORTIZATION - - - - - - (27.33) - - 04/29/2016 90331HMD2 INTEREST EARNED ON US BANK NA MTN 0.5519% 1/30/17 $1 PV ON 250000.0000 SHARES DUE 4/29/2016 - - - - - 535.95 - - - 05/02/2016 13063CFD7 AMORTIZED PREMIUM ON CALIFORNIA ST 1.250% 11/01/16 CURRENT YEAR AMORTIZATION - - - - - 2,187.50 578.38 05/02/2016 13063CFD7 INTEREST EARNED ON CALIFORNIA ST 1.250% 11/01/16 $1 PV ON 350000.0000 SHARES DUE 5/1/2016 - - - - 05/02/2016 19416QDU1 ACCREDITED DISCOUNT ON COLGATE PALM MIN 2.625% 5/01/17 CURRENT YEAR OID - - - - - - 130.89 05/02/2016 19416QDU1 INTEREST EARNED ON COLGATE PALM MTN 2.625% 5/01/17 $1 PV ON 505000.0000 SHARES DUE 5/1/2016 - - - - - 6,628.13 05/02/2016 19416QDU1 ACCREDITED DISCOUNT ON COLGATE PALM MIN 2.625% 5/01/17 CURRENT YEAR ACQ. PREMIUM OID - - - - - - (130.89) - - 05/02/2016 19416QDU1 AMORTIZED PREMIUM ON COLGATE PALM MTN 2.625% 5/01/17 CURRENT YEAR AMORTIZATION - - - - - - (2,844.46) - - 05/02/2016 3133EEWS5 INTEREST EARNED ON F F C B DEB 0.47725% 1/02/18 $1 PV ON 700000.0000 SHARES DUE 5/2/2016 - - - - - 278.40 - - - 05/02/2016 05/02/2016 05/02/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y 30,135.1600 1.000000 - - - (30, 135.16) 30,135.16 - - 05/02/2016 31846V203 INTEREST EARNED ON FIRST AMER GOVT OBLIG FUND CL Y UNIT ON 0.0000 SHARES DUE 4/30/2016 INTEREST FROM 4/1/16 TO 4/30/16 - - - - - 0.80 - - - 05/02/2016 6055806F1 AMORTIZED PREMIUM ON MISSISSIPPI ST SER D 3.381% 11/01/18 CURRENT YEAR AMORTIZATION - - - (604.51) - - 05/02/2016 6055806F1 INTEREST EARNED ON MISSISSIPPI ST SER D 3.381 % 11/01/18 $1 PV ON 100000.0000 SHARES DUE 5/1/2016 - - - 1,690.50 05/02/2016 702282ND2 AMORTIZED PREMIUM ON PASADENA CA UNIF 1.861% 11/01/18 CURRENT YEAR AMORTIZATION - - - - - (192.76) - - 05/02/2016 702282ND2 INTEREST EARNED ON PASADENA CA UNIF 1.861% 11/01/18 $1 PV ON 250000.0000 SHARES DUE 5/1/2016 - - - - - 2,326.25 - - - 05/02/2016 912828SS0 INTEREST EARNED ON U S TREASURY NT 0.875% 4/30/17 $1 PV ON 2737000.0000 SHARES DUE 4/30/2016 - - - - - 11,974.38 - - - 05/02/2016 912828SS0 AMORTIZED PREMIUM ON U S TREASURY NT 0.875% 4/30/17 CURRENT YEAR AMORTIZATION - - - - - - (1,645.95) - - 05/02/2016 977100AU0 AMORTIZED PREMIUM ON WISCONSIN ST 5.050% 5/01/18 CURRENT YEAR AMORTIZATION - - - - - - (2,409.53) - - 05/02/2016 977100AU0 INTEREST EARNED ON WISCONSIN ST 5.050% 5/01/18 $1 PV ON 200000.0000 SHARES DUE 5/1/2016 - - - - - 5,050.00 - - - 05/03/2016 037833AG5 AMORTIZED PREMIUM ON APPLE INC 0.8686% 5/03/18 CURRENT YEAR AMORTIZATION - - - - - - (57.78) - - 05/03/2016 037833AG5 INTEREST EARNED ON APPLE INC 0.8686% 5/03/18 $1 PV ON 250000.0000 SHARES DUE 5/3/2016 - - - - - 542.88 - - - 05/03/2016 05/03/2016 05/03/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOUT OBLIG FUND CL Y 2,168.6800 1.000000 - - - (2,168.68) 2,168.68 - - 05/03/2016 594918BF0 INTEREST EARNED ON MICROSOFT CORP 1.300% 11/03/18 $1 PV ON 250000.0000 SHARES DUE 5/3/2016 - - - - - 1,625.00 - - - 05/13/2016 037833BB5 INTEREST EARNED ON APPLE INC 0.900% 5/12/17 $1 PV ON 120000.0000 SHARES DUE 5/13/2016 - - - - - 540.00 - - - 05/13/2016 05/13/2016 05/13/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y 540.0000 1.000000 - - - (540.00) 540.00 - - 05/16/2016 CASH RECEIPT PRINCIPAL DUE 5/15/16 PRINCIPAL PAYMENT 47787VAC5 - - - - - 53,273.25 - - - 05/16/2016 161571GS7 AMORTIZED PREMIUM ON CHASE ISSUANCE TRU 0.77784% 2/18/20 CURRENT YEAR AMORTIZATION - - - - - - (8.55) - - 05/16/2016 - M 161571GS7 INTEREST EARNED ON CHASE ISSUANCE TRU 0.77784% 2/18/20 $1 PV ON 486.1500 SHARES DUE 5/15/2016 $0.00065/PV ON 750,000.00 PV DUE 5/15/16 - - - - - 486.15 - - - 05/16/2016 166764AK6 AMORTIZED PREMIUM ON CHEVRON CORP 0.54341% 11/15/17 CURRENT YEAR AMORTIZATION - - - - - - (14.04) - - 05/16/2016 166764AK6 INTEREST EARNED ON CHEVRON CORP 0.54341% 11/15/17 $1 PV ON 250000.0000 SHARES DUE 5/16/2016 - - - - - 492.63 - - - 05/16/2016 31680GAB2 INTEREST EARNED ON FIFTH THIRD AUTO TRU 1.020% 5/15/18 $1 PV ON 136.0000 SHARES DUE 5/15/2016 $0.00085/PV ON 160,000.00 PV DUE 5/15/16 - - - - - 136.00 - - - 05/16/2016 05/16/2016 05/16/2016 31846V203 SOLD UNITS OF FIRST AMER GOVT OBLIG FUND CL Y (174,803.0700) 1.000000 - - - 174,803.07 (174,803.07) - - 05/16/2016 05/16/2016 05/16/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y 98,480.6700 1.000000 - - - (98,480.67) 98,480.67 - - 05/16/2016 05/15/2016 05/16/2016 47787UAB9 PAID DOWN PAR VALUE OF JOHN DEERE OWNER 0.870%2/15/18 (44,118.4900) 144.837233 - - - 44,118.49 (44,115.65) - 2.84 Page 29 of 34 RCTC MEMO inEmm. si.erside County Loepa lotion Commission Payden & Rygel Operating Portfolio Transaction Report Quarter ended June 30, 2016 Account Number: 001050990415 Name: RIVERSIDE COUNTY TRANS COMM Transaction Date 05/16/2016 Trade Date Settlement Date CUSIP 47787UAB9 Description INTEREST EARNED ON JOHN DEERE OWNER 0.870% 2/15/18 $1 PV ON 220.9200 SHARES DUE 5/15/2016 $0.00072/PV ON 304,716.03 PV DUE 5/15/16 Units - Miscellaneous Price Commissions SEC Fees Fees - - - - Net Cash Amount 220.92 Federal Tax Cost Amount - Short Term Gain/Loss Amount - - - - Long Term Gain/Loss Amount - 05/16/2016 47787VAC5 INTEREST EARNED ON JOHN DEERE OWNER 0.920% 4/16/18 $1 PV ON 489631.7600 SHARES DUE 5/15/2016 - - - - - 375.38 - - 05/16/2016 717081DP5 AMORTIZED PREMIUM ON PFIZER INC 0.75976% 5/15/17 CURRENT YEAR AMORTIZATION - - - - - - (2.01) - 05/16/2016 717081DP5 INTEREST EARNED ON PFIZER INC 0.75976% 5/15/17 $1 PV ON 250000.0000 SHARES DUE 5/15/2016 - - - - - 480.13 - - 05/16/2016 89237CAD3 INTEREST EARNED ON TOYOTA AUTO RECEIV 1.270% 5/15/19 $1 PV ON 529.1700 SHARES DUE 5/15/2016 $0.00106/PV ON 500,000.00 PV DUE 5/15/16 - - - - - 529.17 - - - 05/16/2016 89237KAD5 INTEREST EARNED ON TOYOTA AUTO 1.250% 3/16/20 $1 PV ON 208.3300 SHARES DUE 5/15/2016 $0.00104/PV ON 200,000.00 PV DUE 5/15/16 - - - - - 208.33 - - - 05/16/2016 912828G20 INTEREST EARNED ON U S TREASURY NT 0.875 % 11/15/17 $1 PV ON 815000.0000 SHARES DUE 5/15/2016 3,565.63 05/16/2016 05/16/2016 912828H78 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 0.500% 1/31/17 - - - - - 43.68 - - - 05/16/2016 05/13/2016 05/16/2016 912828H78 SOLD PAR VALUE OF U S TREASURY NT 0.500% 1/31/17 /CHTGROUP GLOBAL MARKETS INC./XOTC 30,000 PAR VALUE AT 100.011384 % (30,000.0000) 1.000114 - - - 30,003.42 (29,981.25) - 22.17 05/16/2016 05/16/2016 912828P95 PAID ACCRUED INTEREST ON PURCHASE OF U S TREASURY NT 1.000% 3/15/19 - - - - - (1,179.35) - - - 05/16/2016 05/11/2016 05/16/2016 912828P95 PURCHASED PAR VALUE OF U S TREASURY NT 1.000% 3/15/19 BMO CAPITAL MARKETS CORPBONDS/700,000 PAR VALUE AT 100.40625 % 700,000.0000 1.004063 - - - (702,843.75) 702,843.75 05/16/2016 91412GWU5 INTEREST EARNED ON UNIV CALIFORNIA CA 1.418% 5/15/18 $1 PV ON 250000.0000 SHARES DUE 5/15/2016 - - - - - 1,772.50 - - - 05/16/2016 91412GW V3 INTEREST EARNED ON UNIV OF CA 2.003% 5/15/19 $1 PV ON 250000.0000 SHARES DUE 5/15/2016 - - - - - 2,503.75 - - - 05/18/2016 05/18/2016 05/18/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y 203.3300 1.000000 - - - (203.33) 203.33 - - 05/18/2016 43814NAC9 INTEREST EARNED ON HONDA AUTO 1.570% 12/18/19 $1 PV ON 200000.0000 SHARES DUE 5/18/2016 - - - - - 203.33 - - - 05/19/2016 05/19/2016 05/19/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y 1,834.1200 1.000000 - - - (1,834.12) 1,834.12 - - 05/19/2016 58933YAH8 AMORTIZED PREMIUM ON MERCK CO INC 0.9782% 5/18/18 CURRENT YEAR AMORTIZATION - - - - - - (218.04 05/19/2016 58933YAH8 INTEREST EARNED ON MERCK CO INC 0.9782% 5/18/18 $1 PV ON 750000.0000 SHARES DUE 5/18/2016 - - - - - 1,834.12 05/20/2016 05581RAD8 INTEREST EARNED ON BMW VEHICLE LEASE 1.340% 1/22/19 $1 PV ON 600000.0000 SHARES DUE 5/20/2016 - - - - - 670.00 - - - 05/20/2016 05/20/2016 05/20/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y 18,659.5300 1.000000 - - - (18,659.53) 18,659.53 - - 05/20/2016 05/20/2016 05/20/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y 670.0000 1.000000 - - - (670.00) 670.00 - - 05/20/2016 36159LCN4 AMORTIZED PREMIUM ON GE DEALER FLOORPLA 0.88875 % 10/20/19 CURRENT YEAR AMORTIZATION - - - - - - (13.29) - - 05/20/2016 36159LCN4 INTEREST EARNED ON GE DEALER FLOORPLA 0.88875% 10/20/19 $1 PV ON 555.4700 SHARES DUE 5/20/2016 $0.00074/PV ON 750,000.00 PV DUE 5/20/16 - - - - - 555.47 - - - 05/20/2016 05/20/2016 05/20/2016 92867VAB6 PAID DOWN PAR VALUE OF VOLKSWAGEN AUTO 0.870% 6/20/17 (18,011.2000) - - - - 18,011.20 (17,993.47) - 17.73 05/20/2016 92867VAB6 INTEREST EARNED ON VOLKSWAGEN AUTO 0.870% 6/20/17 $1 PV ON 92.8600 SHARES DUE 5/20/2016 $0.00073/PV ON 128,093.66 PV DUE - - - - - 92.86 - - - 05/23/2016 05/23/2016 05/23/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOUT OBLIG FUND CL Y 400,433.3800 1.000000 - - - (400,433.38) 400,433.38 - - 05/23/2016 05/23/2016 912828H78 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 0.500% 1/31/17 - - - - - 620.88 - - - 05/23/2016 05/20/2016 m 05/23/2016 912828H78 SOLD PAR VALUE OF U S TREASURY NT 0.500% 1/31/17 /CITIGROUP GLOBAL MARKETS INC./XOTC 400,000 PAR VALUE AT 99.953125 % (400,000.0000) 0.999531 - - - 399,812.50 (399,750.00) - 62.50 05/24/2016 05/16/2016 47787VAC5 RECEIVED ACCRUED INTEREST ON SALE OF JOHN DEERE OWNER 0.920% 4/16/18 - - - - - 11.15 - - - 05/24/2016 05/11/2016 05/16/2016 47787VAC5 SOLD PAR VALUE OF JOHN DEERE OWNER 0.920% 4/16/18 /MITSUBISHI UFJ SECURITIES USA/REVS REPOST FACTOR UPDATE/SPO OFFSET (436,358.5200) 0.999688 - - - 436,222.16 (436,239.20) - (17.04) 05/25/2016 TRUST FEES COLLECTED CHARGED FOR PERIOD 04/01 /2016 THRU 04/30/2016 COLLECTED BY DISBURSEMENT - - - - - (525.82) - - - 05/25/2016 05/25/2016 05/25/2016 3136AMTM1 PAID DOWN PAR VALUE OF F N M A GTD REMIC 0.3845% 9/25/18 (14,889.0900) - - - - 14,889.09 (14,885.27) - 3.82 05/25/2016 3136AMTM1 INTEREST EARNED ON F N M A GTD REMIC 0.3845% 9/25/18 $1 PV ON 248.3700 SHARES DUE 5/25/2016 $0.00054/PV ON 464,169.68 PV DUE 5/25/16 - - - - - 248.37 - - - 05/25/2016 05/25/2016 05/25/2016 3137BLVY1 PAID DOWN PAR VALUE OF F H L M C MLTCL MTG 1.639% 10/25/19 (950.0600) 1,194.003537 - - - 950.06 (947.68) 2.38 - 05/25/2016 3137BLVY1 INTEREST EARNED ON F H L M C MLTCL MTG 1.639% 10/25/19 $1 PV ON 194.1500 SHARES DUE 5/25/2016 $0.00137/PV ON 142,147.69 PV DUE 5/25/16 - - - - - 194.15 - - - 05/25/2016 3137BNN26 AMORTIZED PREMIUM ON F H L M C MLTCL MTG 1.780 % 7/25/19 CURRENT YEAR AMORTIZATION - - - - - (48.95) - - Page 30 of 34 RCTC IMENi MEmm. aimraa� (many Trwspormeon Commission Account Number: 001050990415 Name: RIVERSIDE COUNTY TRANS COMM Payden & Rygel Operating Portfolio Transaction Report Quarter ended June 30, 2016 Transaction Date 05/25/2016 Settlement Trade Date Date CUSIP 3137BNN26 Description Units INTEREST EARNED ON F H L M C MLTCL MTG 1.780% 7/25/19 $1 PV ON 318.9200 SHARES DUE 5/25/2016 $0.00148/PV ON 215,000.00 PV DUE 5/25/16 - Price Commissions - - Miscellaneous SEC Fees Fees - - Net Cash Amount 318.92 Short Term Federal Tax Cost Gain/Loss Amount Amount - - Long Term Gain/Loss Amount - 05/25/2016 05/25/2016 3137BPCF4 PAID ACCRUED INTEREST ON PURCHASE OF F H L M C MLTCL MTG 1.376% 10/25/20 - - - - - (366.93) - - - 05/25/2016 05/11/2016 05/25/2016 3137BPCF4 PURCHASED PAR VALUE OF F H L M C MLTCL MTG 1.376% 10/25/20 BARCLAYS CAPITAL INC. FIXED IN/400,000 PAR VALUE AT 99.9992 % 400,000.0000 0.999992 - - - (399,996.80) 399,996.80 - - 05/25/2016 05/25/2016 05/25/2016 31846V203 SOLD UNITS OF FIRST AMER GOVT OBLIG FUND CL Y (437,546.9200) 1.000000 - - - 437,546.92 (437,546.92) - - 05/31/2016 05/25/2016 05/31/2016 191216BV 1 PURCHASED PAR VALUE OF COCA COLA CO 1.375% 5/30/19 /CITIGROUP GLOBAL MARKETS INC./250,000 PAR VALUE AT 99.93 % 250,000.0000 0.999300 - - - 249,825.00 249,825.00 - - 05/31/2016 3130A5EP0 INTEREST EARNED ON F H L B 0.625% 5/30/17 $1 PV ON 1000000.0000 SHARES DUE 5/30/2016 _ - - - - - 3,125.00 - - - 05/31/2016 05/31/2016 05/31/2016 31846V203 SOLD UNITS OF FIRST AMER GOVT OBLIG FUND CL Y 15,218.9100 1.000000 15,218.91 15,218.91 05/31/2016 05/31/2016 912828H78 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 0.500% 1/31/17 - - - - - 365.66 - - 05/31/2016 05/27/2016 05/31/2016 912828H78 SOLD PAR VALUE OF U S TREASURY NT 0.500% 1/31/17 /CITIGROUP MARKETS PAR VALUE AT % 0.999375 - - 219,862.50 (219,862.5� - - 05/31/2016 05/31/2016 912828H94 �0000) RECEIVED INTEREST ON S TREASURY RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 1.000% 2/15/18 2,635.44 - - 05/31/2016 05/24/2016 05/31/2016 912828H94 SOLD PAR VALUE OF U S TREASURY NT 1.000% 2/15/18 /JPMORGAN CHASE BANK/RBS SECURP905,000 PAR VALUE AT 100.164063 % 905,000.0000) 1.001641 - - 906,484.77 (907,491.89) - (1,007.12) 05/31/2016 ' 912828H94 AMORTIZED PREMIUM ON U S TREASURY NT 1.000% 2/15/18 CURRENT YEAR AMORTIZATION - - - - (713.38) - - 05/31/2016 912828M72 AMORTIZED PREMIUM ON U S TREASURY NT 0.875 % 11/30/17 CURRENT YEAR AMORTIZATION - - - - (247.63) - - 05/31/2016 912828M72 INTEREST EARNED ON U S TREASURY NT 0.875% 11/30/17 $1 PV ON 1780000.0000 SHARES DUE 5/31/2016 - 7,787.50 - - - 05/31/2016 05/24/2016 05/31/2016 912828R51 PURCHASED PAR VALUE OF U S TREASURY NT 0.875% 5/31/18 /CITIGROUP GLOBAL MARKETS INC./2,530,000 PAR VALUE AT 99.91102609 % 2,530 000.0000 0.999110 - - - (2,527,748.96) 2,527,748.96 - - 05/31/2016 Ai_ 912828UA6 INTEREST EARNED ON U S TREASURY NT 0.625% 11/30/17 $1 PV ON 2040000.0000 SHARES DUE 5/31/2016 A.& - - - 6,375.00 - - 05/31/2016 05/31/2016 912828UR9 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 0.750% 2/28/18 - - - - - 3,031.88 - - - 05/31/2016 05/24/2016 05/31/2016 912828UR9 SOLD PAR VALUE OF U S TREASURY NT 0.750% 2/28/18 /CITIGROUP GLOBAL MARKETS INC./1,617,000 PAR VALUE AT 99.73329 % (1,617,000.0000) 0.997333 - - - 1,612,687.30 (1,616,986.19) (4,298.89) - 06/01/2016 CASH RECEIPT PRINCIPAL DUE 5/15/16 PRINCIPAL PAYMENT 47787VAC5 - - - - - (53,273.25) - - - 06/01/2016 06/01/2016 06/01/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOUT OBLIG FUND CL Y 697.3800 1.000000 - - - (697.38) 697.38 - - 06/0l/2016 06/01/2016 06/01/2016 31846V203 SOLD UNITS OF FIRST AMER GOVT OBLIG FUND CL Y (0.0100) 1.000000 - - - 0.01 (0.01) - - 06/01/2016 31846V203 INTEREST EARNED ON FIRST AMER GOVT OBLIG FUND CL Y UNIT ON 0.0000 SHARES DUE 5/31/2016 INTEREST FROM 5/1/16 TO 5/31/16 - - - - - 0.89 - - - 06/01/2016 05/15/2016 06/01/2016 47787VAC5 ..m. PAID DOWN PAR VALUE OF JOHN DEERE OWNER 0.920% 4/16/18 5/15/16 P&I 53,273.2400 - - - 53,273.24 _ 53,258.67 14.57 06/01/2016 47787VAC5 INTEREST EARNED ON JOHN DEERE OWNER 0.920% 4/16/18 $1 PV ON 375.3800 SHARES DUE 5/15/2016 $0.00077/PV ON 53,273.24 PV DUE 5/15/16 - - � 375.38 06/01/2016 47787VAC5 INTEREST EARNED ON JOHN DEERE OWNER 0.920% 4/16/18 $1 PV ON 489631.7600 SHARES DUE 5/15/2016 REVERSAL TO POST 5/16/16 P&I - - - - - (375.38) - - - 06/01/2016 54473ERP1 INTEREST EARNED ON LOS ANGELES CNFY CA 1.507% 12/01/17 $1 PV - - 188.38 ON 25000.0000 SHARES DUE 6/1/2016 - - - - - 06/01/2016 54473ERQ9 INTEREST EARNED ON LOS ANGELES CNFY CA 2.036% 12/01/18 $1 PV ON 50000.0000 SHARES DUE 6/1/2016 - - - - - 509.00 - - - 06/02/2016 3133EEWS5 INTEREST EARNED ON F F C B DEB 0.4788% 1/02/18 $1 PV ON 700000.0000 SHARES DUE 6/2/2016 - - - - 288.61 - - - 06/02/2016 06/02/2016 06/02/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y 3,164.5000 1.000000 - - - (3,164.50) 3, 164.50 - - 06/02/2016 94974BFW5 INTEREST EARNED ON WELLS FARGO COM MTN 1.150% 6/02/17 $1 PV ON 500000.0000 SHARES DUE 6/2/2016 - - - - 2,875.00 - - - 06/02/2016 94974BFW5 AMORTIZED PREMIUM ON WELLS FARGO COM MTN 1.150% 6/02/17 CURRENT YEAR AMORTIZATION - - - - - - (95.85) - - 06/03/2016 06/03/2016 06/03/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOUT OBLIG FUND CL Y 252,250.0000 1.000000 - - - (252,250.00) 252,250.00 - - 06/03/2016 06/03/2016 717081DD2 RECEIVED ACCRUED INTEREST ON SALE OF PFIZER INC 0.900% 1/15/17 - - - - - 1,725.00 - - - 06/03/2016 05/31/2016 06/03/2016 717081DD2 SOLD PAR VALUE OF PFIZER INC 0.900% 1/15/17 /GOLDMAN, SACHS & CO./XOTC 500,000 PAR VALUE AT 100.048 % (500,000.0000) 1.000480 - - - 500,240.00 (500,481.64) - (241.64) 06/03/2016 717081DD2 AMORTIZED PREMIUM ON PFIZER INC 0.900% 1/15/17 CURRENT YEAR AMORTIZATION - - - - - - (299.50) - - 06/03/2016 05/31/2016 06/03/2016 717081DU4 PURCHASED PAR VALUE OF PFIZER INC 1.450% 6/03/19 /MORGAN STANLEY & CO. LLC/250,000 PAR VALUE AT 99.886 % 250,000.0000 0.998860 - - - (249,715.00) 249,715.00 - - 06/06/2016 06406HCK3 AMORTIZED PREMIUM ON BANK OF NY MIN 1.08755% 3/06/18 CURRENT YEAR AMORTIZATION - - - - - - (115.51) - - 06/06/2016 06406HCK3 INTEREST EARNED ON BANK OF NY MTN 1.08755% 3/06/18 $1 PV ON 750000.0000 SHARES DUE 6/6/2016 53 - - - - 2,039.16 - - - Page 31 of 34 RCTC MEMO inEmm. Riverside townp Loopor iotinn rarnmissien Payden & Rygel Operating Portfolio Transaction Report Quarter ended June 30, 2016 Account Number: 001050990415 Name: RIVERSIDE COUNTY TRANS COMM Transaction Date 06/06/2016 06/14/2016 Trade Date 06/06/2016 Settlement Date 06/06/2016 CUSIP 31846V203 Description Units 2,039.1600 Miscellaneous Price Commissions SEC Fees Fees 1.000000 - - - Net Cash Amount (2,039.16) Federal Tax Cost Amount 2,039.16 Short Term Gain/Loss Amount - Long Term Gain/Loss Amount - PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y 06/14/2016 06/14/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y 1,978.6700 1.000000 - - - (1,978.67) 1,978.67 - - 06/14/2016 48125LRD6 INTEREST EARNED ON JP MORGAN CHASE MT 1.03235% 6/14/17 $1 PV ON 750000.0000 SHARES DUE 6/14/2016 - - - - - 1,978.67 - - - 06/15/2016 161571GS7 INTEREST EARNED ON CHASE ISSUANCE TRU 0.75445% 2/18/20 $1 PV ON 750000.0000 SHARES DUE 6/15/2016 - - - - - 471.53 - - - 06/15/2016 161571GS7 AMORTIZED PREMIUM ON CHASE ISSUANCE TRU 0.75445% 2/18/20 CURRENT YEAR AMORTIZATION - - - - - - (7.43) - - 06/15/2016 17275RAU6 INTEREST EARNED ON CISCO SYSTEMS INC 1.650% 6/15/18 $1 PV ON 400000.0000 SHARES DUE 6/15/2016 - - - - - 3,300.00 - - - 06/15/2016 06/15/2016 3135GOK77 PAID ACCRUED INTEREST ON PURCHASE OF F N M A DEB 1.250% 6/13/19 - - - - (34.03) - - - 06/15/2016 06/13/2016 06/15/2016 3135GOK77 PURCHASED PAR VALUE OF F N M A DEB 1.250% 6/13/19 /CITIGROUP GLOBAL MARKETS INC./490,000 PAR VALUE AT 100 % 490,000.0000 1.000000 - - - (490,000.00) 490,000.00 - - 06/15/2016 3137EADX4 INTEREST EARNED ON F H L M C 1.000% 12/15/17 $1 PV ON 820000.0000 SHARES DUE 6/15/2016 - - - - - 4,191.11 - - - 06/15/2016 06/15/2016 06/15/2016 31680GAB2 PAID DOWN PAR VALUE OF FIFTH THIRD AUTO TRU 1.020% 5/15/18 (11,128.7200) 5.956443 - - - 11,128.72 (11,128.42) 0.30 - 06/15/2016 31680GAB2 INTEREST EARNED ON FIFTH THIRD AUTO TRU 1.020% 5/15/18 $1 PV ON 136.0000 SHARES DUE 6/15/2016 $0.00085/PV ON 160,000.00 PV DUE 6/15/16 - - - - - 136.00 - - - 06/15/2016 06/15/2016 06/15/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y 101,343.4400 1.000000 - - - (101,343.44) 101,343.44 - - 06/15/2016 06/15/2016 06/15/2016 31846V203 SOLD UNITS OF FIRST AMER GOVT OBLIG FUND CL Y (342,970.2700) 1.000000 - - - 342,970.27 (342,970.27) - - 06/15/2016 06/15/2016 06/15/2016 47787UAB9 PAID DOWN PAR VALUE OF JOHN DEERE OWNER 0.870% 2/15/18 1 (27,864.1500) - - - - 27,864.15 (27,862.35) - 1.80 06/15/2016 47787UAB9 INTEREST EARNED ON JOHN DEERE OWNER 0.870% 2/15/18 $1 PV ON 188.9300 SHARES DUE 6/15/2016 $0.00073/PV ON 260,597.54 PV DUE 6/15/16 - - - - - 188.93 - - - 89237CAD3 INTEREST EARNED ON TOYOTA AUTO RECEIV 1.270% 5/15/19 $1 PV ON 529.1700 SHARES DUE 6/15/2016 $0.00106/PV ON 500,000.00 PV DUE 6/15/16 - - - - - 529.17 - 06/15/2016 06/15/2016 89237KAD5 INTEREST EARNED ON TOYOTA AUTO 1.250% 3/16/20 $1 PV ON 208.3300 SHARES DUE 6/15/2016 $0.00104/PV ON 200,000.00 PV DUE 6/15/16 - - - - - 208.33 06/15/2016 06/15/2016 912828H78 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 0.500% 1/31/17 - - - - - 373.63 06/15/2016 06/15/2016 06/15/2016 912828H78 SOLD PAR VALUE OF U S TREASURY NT 0.500% 1/31/17 /CITIGROUP GLOBAL MARKETS INC./XOTC 200,000 PAR VALUE AT 100.007813 % (200,000.0000) 1.000078 - - - 200,015.63 (199,8' - 140.63 06/16/2016 3134G8NT2 INTEREST EARNED ON F H L M C 1.125% 3/16/18 $1 PV ON - - - - 1,575.00 - - - 560000.0000 SHARES DUE 6/16/2016 - 06/16/2016 06/16/2016 06/16/2016 3134G8NT2 FULL CALL PAR VALUE OF F H L M C 1.125% 3/16/18 /CALLS/ (560,000.0000) 1.000000 - - - 560,000.00 (560,000.00) - - 06/16/2016 3134G8NT2 ACCREDITED DISCOUNT ON F H L M C 1.125% 3/16/18 CURRENT YEAR MARKET DISCOUNT - - - - - - 28.00 - - 06/16/2016 06/16/2016 06/16/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y 560,000.0000 1.000000 - - - (560,000.00) 560,000.00 - - 06/16/2016 06/16/2016 06/16/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y 1,575.0000 1.000000 - - - (1,575.00) 1,575.00 - - 06/17/2016 06/16/2016 06/17/2016 313384YT0 PURCHASED PAR VALUE OF F H L B DISC NTS 6/29/16 /CITIGROUP GLOBAL MARKETS INC./510,000 PAR VALUE AT 99.992 % 510,000.0000 0.999920 - - - (509,959.20) 509,959.20 - - 06/17/2016 06/17/2016 06/17/2016 31846V203 SOLD UNITS OF FIRST AMER GOVT OBLIG FUND CL Y (509,959.2000) 1.000000 - - - 509,959.20 (509,959.20) - - 06/20/2016 05581RAD8 INTEREST EARNED ON BMW VEHICLE LEASE 1.340% 1/22/19 $1 PV ON 670.0000 SHARES DUE 6/20/2016 $0.00112/PV ON 600,000.00 PV DUE 6/20/16 - - - - - 670.00 - - - 06/20/2016 06/20/2016 06/20/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y 16,186.5000 1.000000 - - - (16,186.50) 16,186.50 - - 06/20/2016 06/20/2016 06/20/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y 573.7900 1.000000 - - - (573.79) 573.79 - - 06/20/2016 36159LCN4 AMORTIZED PREMIUM ON GE DEALER FLOORPLA 0.91806% 10/20/19 CURRENT YEAR AMORTIZATION - - - - - - (13.39) - - 06/20/2016 36159LCN4 INTEREST EARNED ON GE DEALER FLOORPLA 0.91806% 10/20/19 $1 PV ON 573.7900 SHARES DUE 6/20/2016 $0.00077/PV ON 750,000.00 PV DUE 6/20/16 - - - - - 573.79 - - - 06/20/2016 43814NAC9 INTEREST EARNED ON HONDA AUTO 1.570% 12/18/19 $1 PV ON 200000.0000 SHARES DUE 6/18/2016 203.33 06/20/2016 06/20/2016 06/20/2016 92867VAB6 PAID DOWN PAR VALUE OF VOLKSWAGEN AUTO 0.870% 6/20/17 15,233.3600 - - - 15,233.36 15,218.36 15.00 06/20/2016 92867VAB6 INTEREST EARNED ON VOLKSWAGEN AUTO 0.870% 6/20/17 $1 PV ON 79.8100 SHARES DUE 6/20/2016 $0.00073/PV ON 110,082.46 PV DUE - - - 79.81 - 06/24/2016 06/24/2016 161571GS7 RECEIVED ACCRUED INTEREST ON SALE OF CHASE ISSUANCE TRU 0.75445% 2/18/20 - - - - - 142.88 - - - 06/24/2016 06/21/2016 06/24/2016 161571GS7 SOLD PAR VALUE OF CHASE ISSUANCE TRU 0.75445% 2/18/20 /J.P. MORGAN SECURITIES LLC/XOTC 750,000 PAR VALUE AT 100.082031 % (750,000.0000) 1.000820 - - - 750,615.23 (750,037.13) - 578.10 06/24/2016 161571GS7 AMORTIZED PREMIUM ON CHASE ISSUANCE TRU 0.75445% 2/18/20 CURRENT YEAR AMORTIZATION - - - - - - (2.16) - - 06/24/2016 06/24/2016 161571HC1 PAID ACCRUED INTEREST ON PURCHASE OF CHASE ISSUANCE TRUST 1.370% 6/15/21 - - - - - (199.79) - - - 06/24/2016 06/21/2016 06/24/2016 161571HC1 PURCHASED PAR VALUE OF CHASE ISSUANCE TRUST 1.370% 6/15/21 /J.P. MORGAN SECURITIES LLC/750,000 PAR VALUE AT 100.179688 % 750,000.0000 1.001797 - - - (751,347.66) 751,347.66 - - Page 32 of 34 RCTC MEI IN•=mo 8i.erside County Loopor iotinn Commission Account Number: 001050990415 Name: RIVERSIDE COUNTY TRANS COMM Payden & Rygel Operating Portfolio Transaction Report Quarter ended June 30, 2016 Transaction Settlement Date Trade Date Date CUSIP Description Units Miscellaneous Price Commissions SEC Fees Fees Net Cash Amount Amount Short Term Long Term Federal Tax Cost Gain/Loss Gain/Loss Amount Amount 06/24/2016 06/24/2016 Ktl;Ll V LU AUCKUCU 1N 1 LKLJ 1 ON JALt. Ur I:HC V KUN C;UKY M. 166764AK6 0.7882% 11/15/17 - - - - - 215.61 - - - - 06/24/2016 06/21/2016 06/24/2016 SOLD PAR VALUE OF CHEVRON CORP 0.7882% 11/15/17 /DEUTSCHE 166764AK6 BANK SECURITIES, INC./250,000 PAR VALUE AT 99.7739 % 250,000.0000 0.997739 - - 249,434.75 (250,080.91) (646.16) 06/24/2016 AMORTIZED PREMIUM ON CHEVRON CORP 0.7882% 11/15/17 166764AK6 CURRENT YEAR AMORTIZATION - - - - - (5.90) - - 06/24/2016 06/24/2016 PAID ACCRUED INTEREST ON PURCHASE OF CHEVRON CORP 166764BA7 1.790% 11/16/18 - - - - - (472.36) - - - 06/24/2016 06/21/2016 06/24/2016 PURCHASED PAR VALUE OF CHEVRON CORP 1.790% 11/16/18 166764BA7 /MITSUBISHI UFJ SECURITIES USA/250,000 PAR VALUE AT 101.153 % 250,000.0000 1.011530 - - (252,882.50) 252,882.50 - - 06/24/2016 06/24/2016 RECEIVED ACCRUED INTEREST ON SALE OF DUKE ENERGY 263901AE0 0.97759% 7/11/16 - - - - - 1,508.98 - - - 06/24/2016 06/21/2016 06/24/2016 SOLD PAR VALUE OF DUKE ENERGY 0.97759% 7/11/16 /DEUTSCHE 263901AE0 BANK SECURITIES, INC./750,000 PAR VALUE AT 100.023 % (750,000.0000) 1.000230 - - - 750,172.50 (750,035.60) - 136.90 06/24/2016 AMORTIZED PREMIUM ON DUKE ENERGY 0.97759% 7/11/16 263901AE0 CURRENT YEAR AMORTIZATION - - - - - - (157.72) - - 06/24/2016 06/24/2016 06/24/2016 31846V203 SOLD UNITS OF FIRST AMER GOVT OBLIG FUND CL Y (108,640.5600) 1.000000 - - - 108,640.56 (108,640.56) - - 06/24/2016 06/24/2016 PAID ACCRUED INTEREST ON PURCHASE OF MICROSOFT CORP 594918BFO 1.300% 11/03/18 - - - - - (920.83) - - - 06/24/2016 06/21/2016 06/24/2016 PURCHASED PAR VALUE OF MICROSOFT CORP 1.300% 11/03/18 594918BF0 /MORGAN STANLEY & CO. LLC/500,000 PAR VALUE AT 100.573 % 500,000.0000 1.005730 - - - (502,865.00) 502,865.00 - - 06/24/2016 06/24/2016 PAID ACCRUED INTEREST ON PURCHASE OF TOYOTA MOTOR MTN 89236TAY1 2.000% 10/24/18 - - - - - (1,133.33) - - - 06/24/2016 06/21/2016 06/24/2016 PURCHASED PAR VALUE OF TOYOTA MOTOR MIN 2.000% 10/24/18 89236TAY1 BONY/TORONTO DOMINION SECURITU340,000 PAR VALUE AT 101.879 % 340,000.0000 1.018790 - - - (346,388.60) 346,388.60 - - 06/24/2016 06/24/2016 RECEIVED ACCRUED INTEREST ON SALE OF US BANK NA MIN 90331HMD2 0.8481% 1/30/17 - - - - - 337.69 - - - 06/24/2016 06/21/2016 06/24/2016 SOLD PAR VALUE OF US BANK NA MTN 0.8481% 1/30/17 /DEUTSCHE 90331HMD2 BANK SECURITIES, INC./250,000 PAR VALUE AT 100.032 % (250,000.0000) 1.000320 - - - 250,080.00 (250,057.46) - 22.54 06/24/2016 AMORTIZED PREMIUM ON US BANK NA MTN 0.8481% 1/30/17 90331HMD2 CURRENT YEAR AMORTIZATION - - - - - - (16.86) - - 06/24/2016 06/24/2016 PAID ACCRUED INTEREST ON PURCHASE OF US BANCORP MTN 91159HI-IE3 1.950% 11/15/18 - - - - - (528.13) - - - 06/24/2016 06/21/2016 06/24/2016 PURCHASED PAR VALUE OF US BANCORP MIN 1.950% 11/15/18 91159HI-IE3 /MORGAN STANLEY & CO. LLC/250,000 PAR VALUE AT 101.764 % 250,000.0000 1.017640 - - - (254,410.00) 254,410.00 - - 06/27/2016 TRUST FEES COLLECTED CHARGED FOR PERIOD 05/01/2016 THRU 05/31/2016 COLLECTED BY DISBURSEMENT - - - - - (526.35) - - - 06/27/2016 06/25/2016 06/27/2016 3136AMTM1 PAID DOWN PAR VALUE OF F N M A GTD REMIC 0.3845% 9/25/18 432.8800 - - - - 432.88 432.77) - 0.11 06/27/2016 INTEREST EARNED ON F N M A GTD REMIC 0.3845% 9/25/18 $1 PV ON 250.0200 SHARES DUE 6/25/2016 $0.00056/PV ON 449,280.59 PV DUE 3136AMTM1 6/25/16 - - - - - 250.02 - - - 06/27/2016 06/25/2016 06/27/2016 3137BLVY1 PAID DOWN PAR VALUE OF F H L M C MLTCL MTG 1.639% 10/25/19 (872.6200) 1,299.964475 - - - 872.62 870.43) 2.19 - 06/27/2016 INTEREST EARNED ON F H L M C MLTCL MTG 1.639% 10/25/19 $1 PV ON 192.8500 SHARES DUE 6/25/2016 $0.00137/PV ON 141,197.63 PV DUE 3137BLVY1 6/25/16 - - - - - 192.85 - - - 06/27/2016 AMORTIZED PREMIUM ON F H L M C MLTCL MTG 1.780% 7/25/19 3137BNN26 CURRENT YEAR AMORTIZATION - - - - - - (56.20) - - 06/27/2016 INTEREST EARNED ON F H L M C MLTCL MTG 1.780% 7/25/19 $1 PV ON 3137BNN26 215000.0000 SHARES DUE 6/25/2016 - - - - - 318.92 - - - 06/27/2016 06/25/2016 06/27/2016 3137BPCF4 PAID DOWN PAR VALUE OF F H L M C MLTCL MTG 1.376% 10/25/20 (6,518.1500) 2.084176 - - - 6,518.15 (6,518.10) 0.05 - 06/27/2016 _ INTEREST EARNED ON F H L M C MLTCL MTG 1.376% 10/25/20 $1 PV ON 503.0200 SHARES DUE 6/25/2016 $0.00126/PV ON 400,000.00 PV DUE 3137BPCF4 6/25/16 - - - - - 503.02 - - - 06/27/2016 06/27/2016 06/27/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y 1,042.1400 1.000000 - - - (1,042.14) 1,042.14 - - 06/27/2016 06/27/2016 06/27/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y 7,519.9700 1.000000 - - - (7,519.97) 7,519.97 - - 06/29/2016 INTEREST EARNED ON F H L B DISC NTS 6/29/16 $1 PV ON 313384YT0 510000.0000 SHARES DUE 6/29/2016 510,000 PAR VALUE AT 100 % - - - - - 40.80 - - - 06/29/2016 06/29/2016 06/29/2016 MATURED PAR VALUE OF F H L B DISC NTS 6/29/16 510,000 PAR 313384YT0 VALUE AT 100 % (510,000.0000) 1.000000 - - - 509,959.20 (509,959.20) - - 06/29/2016 06/10/2016 06/29/2016 PURCHASED PAR VALUE OF F H L M C M T N 1.000% 6/29/18 3134G9UY1 /PERSHING LLC/510,000 PAR VALUE AT 100 % 510,000.0000 1.000000 - - - (510,000.00) 510,000.00 - - 06/29/2016 06/29/2016 06/29/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y 63,882.1700 1.000000 - - - (63,882.17) 63,882.17 - - 06/29/2016 06/29/2016 RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 912828H78 0.500% 1/31/17 - - - - - 824.18 - - - 06/29/2016 06/24/2016 06/29/2016 SOLD PAR VALUE OF U S TREASURY NT 0.500% 1/31/17 BMO 912828H78 CAPITAL MARKETS CORP./400,000 PAR VALUE AT 100.015625 % (400,000.0000) 1.000156 - - - 400,062.50 (399,750.00) - 312.50 06/29/2016 06/29/2016 PAID ACCRUED INTEREST ON PURCHASE OF U S TREASURY NT 912828R85 1.000% 6/15/19 - - - - - (580.70) - - - 06/29/2016 06/24/2016 06/29/2016 ■ PURCHASED PAR VALUE OF U S TREASURY NT 1.000% 6/15/19 BMO CAPITAL MARKETS CORPBONDS/1,735,000 PAR VALUE AT 100.42187493 912828R85 % 1,735,000581 1.004219 - - - - - (1,742,319.53) 1,742,319.53 Page 33 of 34 RCTC MEMO MEmm. ai.eraae Conroy Trwspormeon commission Account Number: 0 5 Name. RIVER Transaction Settlement Date Trade Date Date CUSIP Description Payden & Rygel Operating Portfolio Transaction Report Quarter ended June 30, 2016 Short Term Long Term Miscellaneous Federal Tax Cost Gain/Loss Gain/Loss Units Price Commissions SEC Fees Fees Net Cash Amount Amount Amount Amount RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 06/29/2016 06/29/2016 912828SS0 0.875% 4/30/17 - - - - - 1,426.63 SOLD PAR VALUE OF U S TREASURY NT 0.875% 4/30/17 BMO 06/29/2016 06/24/2016 06/29/2016 912828SS0 CAPITAL MARKETS CORP./1,000,000 PAR VALUE AT 100.277344 (1,000,000.0000) 1.002773 1,002,773.44 (1,001,194.27) 1,579.17 AMORTIZED PREMIUM ON U S TREASURY NT 0.875% 4/30/17 06/29/2016 912828SS0 CURRENT YEAR AMORTIZATION (899.43) RECEIVED ACCRUED INTEREST ON SALE OF U S TREASURY NT 06/29/2016 06/29/2016 912828SS0 0.875% 4/30/17 570.65 SOLD PAR VALUE OF U S TREASURY NT 0.875% 4/30/17 BMO 06/29/2016 06/24/2016 06/29/2016 912828SS0 CAPITAL MARKETS CORP./400,000 PAR VALUE AT 100.28125 %�400,000.0000) 1.002813 06/30/2016 06/30/2016 06/30/2016 31846V203 PURCHASED UNITS OF FIRST AMER GOVT OBLIG FUND CL Y 6,575.0000 1.000000 INTEREST EARNED ON U S TREASURY NT 1.000% 12/31/17 Sl PV ON 06/30/2016 912828N55 1315000.0000 SHARES DUE 6/30/2016 401,125.00 (400,510.23) 16.02 598.75 (6,575.00) 6,575.00 6,575.00 Total 111,943.33 (2,204.31) 1,505.02 56 Page 34 of 34 ATTACHMENT 14 LOGAN CIRCLE P A.R. T NE R S Riverside County Transportation Commission SHORT DURATION FIXED INCOME Second Quarter 2016 Client Review Logan Circle Partners, L.P. ■ 25 Deforest Avenue Summit, NJ 07901 ■ 908-376-0550 57 MARKET REVIEW Outlook and Current Themes ➢ GDP - Rebound in retail sales and personal consumption expenditures as well as seasonal improvement in housing supports higher second-quarter growth. Current factors underpinning domestic strength in consumer spending include stable energy prices and improving wages. Risks to our average 2% growth expectation are skewed to the downside and include election year and geopolitical uncertainty which could weigh on consumer and business confidence. ➢ Consumer - Improvement in real personal income and average hourly earnings, combined with pass -through benefits of lower energy prices, reflected in higher savings rate. Rebound in consumer confidence needed in order to drive transmission from savings to spending. Sustained pace of student and auto loan debt growth represents a long-term demographic concern. ➢ Business - Persistent sluggish global growth hampers ability to grow revenues while rising labor costs pressure many industrial sub -sectors. Deterioration of credit metrics continues, evidenced by elevated debt/equity ratios and declining operating margins. Although financials continue to build capital and improve balance sheets, the strength and stability of earnings are negatively impacted by less diverse business models and reduced net interest margins due to prevailing low rate environment. Anemic level of new business formations symptomatic of the broader challenges to growth. ➢ Employment - Job growth rate downshifts to a more sustainable range consistent with low unemployment and participation rates. Service sector responsible for majority of the employment gains since the financial crisis. Overall increase in average hourly earnings led by labor shortages in select sub -sectors. ➢ International - Uncertainty over the ramifications of the "Brexit" vote raises concerns regarding both the UK economy and the long-term viability of the European Union. Interest rates will remain at historically low levels for foreseeable future. Chinese currency devaluation places pressure on commodity and financial markets in addition to emerging market economies. Ineffectiveness of central bank stimulus programs, including negative interest rates, underscores the limits of monetary policy in fostering economic growth and countering deflationary forces. Housing - Lack of moderately priced housing inventory will continue to constrain the pace of sales. Overall annual home price appreciation will decelerate modestly to the low to mid -single digits. Lending standards continue to ease as banks and non -bank lenders expand financing options. Low mortgage rates and rising incomes increase housing affordability in the near term even as average home prices appreciate. • Inflation - Core PCE moves closer to the Federal Reserve's long-term 2% target as rents, healthcare insurance and medical costs rise. Rebound in energy prices and rising wage growth supports headline inflation, while stronger dollar acts to mitigate upward pressure. Budding protectionist / populist movements expected to have negative (higher) long-term inflation implications in move away from free -trade policies. ➢ Monetary and Fiscal Policy - Federal Reserve's data dependency takes a back seat to geopolitical and financial market turmoil as timing of policy normalization pushed further out. Central bank guidance and actions show mixed results in achieving unstated goal of driving currencies lower. ECB and BOJ intensify focus on QE tools in an effort to boost credit growth. Domestic fiscal policy initiatives unlikely to emerge in the near term as election year politics preclude substantive action. The views pre,%nted above are Logan Qrde's and are subject to change over time. There can be no assurance that the views expressed above will prove accurate and should not be relied upon as a reliable indicator of future events LO GAIN] C I RC LE 58 I' AR TN F. R S 1 PORTFOLIO REVIEW — Construction Funds Portfolio Characteristics Asset Allocation As of March 31, 2016 Actual Portfolio Yield to Maturity 0.66% Duration 0.03 Years Average Quality (Moodys) Al Municipal 13% As of June 30, 2016 Actual Portfolio Yield to Maturity 0.69% Duration 0.05 Years Average Quality (Muodys) Al Corporate 1% Portfolio Performance' 2Q 2016 YTD Since Inception (8/1/2013) Total Construction Fund (Gross of Fees) 0.17% 0.34% 0.48% Total Construction Fund (Net of Fees) 0.15% 0.30% 0.40% Citigroup 3-1Vbnth Treasury Bill 0.06% 0.12% 0.07% Past Perfonmance is not inchoative of future results. Performance returns for periods greater than one year are annualized. The performance benchmark shown for the Fdverside County Construction Find is the atigroup 3-IVbnth Treasury Bill, which tracks the retum of one three-month Treasury bill until maturity. LOGANCIRCLE 59 P A R TN ERS 2 PORTFOLIO REVIEW — Equity Contribution Portfolio Characteristics Asset Allocation As of March 31, 2016 Actual Portfolio Yield to Maturity 1.17% Duration 1.62 Years Average Quality (Moodys) Aa2 As of June 30, 2016 Actual Portfolio Yield to Maturity 0.94% CMBS RMBS 7% 5% Agency 4% Municipal 4% RMBS 3% Duration 1.33 Years Agency 6% Average Quality (Moodys) Aa3 Municipal 2% Corporate 37% Portfolio Per o mane' 2Q 2016 YTD Since Inception (7/1/2015) Equity Contribution Fund (Gross of Fees) 0.53% 1.69% 1.89% Equity Contribution Fund (Net of Foes) 0.51 % 1.64% 1.79% BofA ML U.S. Troa;ury Index 1-3 Year 0.53% 1.43% 1.31 Past Performance is not indicatiye of future results. Performance retums for periods greater than one year are annualized. The performance benchmark shown for the Ryerside County Construction Fiend is the Ea nk of America Manill Lynda 1-3 Year U.S. Treasury Index, which is a broad -based index consisting of US Treasury securities with an outstanding par greater than or equal to $250 Trillion and a maturity range from one to threeyearx reflecting total return. LOGANCIRCLE 60 P A R TN ERS 3 PORTFOLIO REVIEW — Capitalized Interest Funds Portfolio Characteristics Asset Allocation Agency As of March 31, 2016 Actual Portfolio 2% Yield to Maturity 0.90% Duration 1.41 Years Average Quality (Moodys) Aa1 As of June 30, 2016 Actual Portfolio Yield to Maturity 0.83% Duration 1.47 Years Average Quality (Moodys) Aa1 Municipal 7% RMBS CMBS 5% 5% Corporate 39% RMBS CMBS Agency 5% 6% 1% Municipal 10% CP 5% 1% Portfolio Performance' Since 2Q 2016 YTD Inception (8/1/2013) Total Capitalized Interest Fund (Gross of Fees) 0.47% 1.43% 1.39% Total Capitalized Interest Fund (Net of Fees) 0.45% 1.38% 1.29% BofA ML U.S. Treasury Index 1-3 Year 0.53% 1.43% 0.98% Fast Performance is not indicative of future results Performance returns for periods greater than one year are annualized. The performance benchmark shown for the Faverside County Capitalized Interest Fund is the Bank ofArnerica Lynch 1-3 Year US Treasury Index, which is a broad -based index consisting of US Treasury securities with an outstanding par greater than or equal to $250 trillion and a maturity range from one to three years reflecting total return. LOGANCIRCLE 61 P A R TN ERS 4 PORTFOLIO REVIEW — Debt Reserve Fund Portfolio Characteristics As of March 31, 2016 Actual Portfolio Yield to Maturity 1.50% Duration 4.11 Years Average Quality (Maodys) Aaa As of June 30, 2016 Actual Portfolio Yield to Maturity 1.30% Duration 4.15 Years Average Quality (Maodys) Aaa Asset Allocation CP 1% CP 1% Portfolio Performane 2Q 2016 YTD Since Inception (8/1/2013) Total Debt Service Fund (Gross of Fees) 1.42% 4.33% 3.50% Total Debt Service Fund (Net of Fees) 1.39% 4.28% 3.40% BofA ML U.S. Treasury Index 3-7 Year 1.46% 4.39% 3.06% Fast Performance is not indicative of future results Performance retums for periods greater than one year are annualized. The performance benchmark shown for the F3verside County Capitalized Inter Fund is the Bank of America Nbrrill Lynch US TtPaa,ry 3-7 Year, which is a broacl-based index consisting of US Treasury securities with an outstanding par greater or equal to $25 trillion and a maturity range from three to seven years, indusive, teflecting total retum. LOGANCIRCLE 62 P A R TN ERS 5 PORTFOLIO REVIEW Portfolio Market Value Portfolio Market Value (7/3/2013) Net Outflows Market Value Change in (6/30/2016) Market Value Construction (Sales Tax) $332,687,595 (5329,667,936) $5,226,632 +$2,206,973 Construction (Toll Revenue) $122,120,571 ($87,247,965) $35,482,111 +$609,505 Total Construction Funds $454,808,167 ($416,915,901) $40,708,744 +$2,816,477 Portfolio Market Value (6/10/2015) Net Outflows Market Value Change in (6/30/2016) Market Value Equity Contribution $32,793,399 $34,983,199 $68,579,193 +$802,595 Portfolio Market Value (7/3/2013) Net Outflows Market Value Change in (6/30/2016) Market Value Capitalized Interest (Sales Tax) $103,683,353 ( 9,986,349) $36,739,133 ,042,129 Capitalized Interest (Toll Revenue) S31,416,498 ($20,726,929) $11,695,309 +$1,005,740 Total Capitalized Interest Funds $135,099,851 ($90,713,278) $48,434,442 +$4,047,869 Portfolio Market Value (7/3/2013) Net Outflows Market Value Change in (6/30/2016) Market Value Debt Service Deserve Fund $17,667,869 $0 $19,588,679 +$1,920,810 LOGANCIRCLE 63 P AR TN E R 5 DISCLAIMERS In general. This disclaimer applies to this document and the verbal or written comments of any person presenting it. This document, taken together with any such verbal or written comments, is referred to herein as the "Presentation." Logan Circle Partners, L.P., a Fortress Investment Group LLC company, is referred to herein as "Logan Circle". No offer to purchase or sell securities. This Presentation is being provided to you at your specific request. This Presentation does not constitute an offer to sell or a solicitation of an offer to buy any security and may not be relied upon in connection with the purchase or sale of any security. Projections. Projections contained in this Presentation are based on a variety of estimates and assumptions by Logan Circle, including, among others, estimates of future operating results, the value of assets and market conditions at the time of disposition, and the timing and manner of disposition or other realization events. These estimates and assumptions are inherently uncertain and are subject to numerous business, industry, market, regulatory, competitive and financial risks that are outside of Logan Circle's control. There can be no assurance that the assumptions made in connection with the projections will prove accurate, and actual results may differ materially, including the possibility that an investor may lose some or all of its invested capital. The inclusion of the projections herein should not be regarded as an indication that Logan Circle or any of its affiliates considers the projections to be a reliable prediction of future events and the projections should not be relied upon as such. Neither Logan Circle nor any of its affiliates or representatives has made or makes any representation to any person regarding the projections and none of them intends to update or otherwise revise the projections to reflect circumstances existing after the date when made or to reflect the occurrence of future events, if any or all of the assumptions underlying the projections are later shown to be in error. For purposes of this paragraph, the term "projections" includes "targeted returns". Past performance. Past performance is not a reliable indicator of future results and should not be relied upon as the basis for making an investment decision. The information presented is only available for institutional client use and is presented for use only as a one-on-one presentation. No reliance, no update and use of information. You may not rely on this Presentation as the basis upon which to make an investment decision. To the extent that you rely on this Presentation in connection with any investment decision, you do so at your own risk. This Presentation is being provided in summary fashion and does not purport to be complete. The information in the Presentation is provided to you as of the dates indicated and Logan Circle does not intend to update the information after its distribution, even in the event that the information becomes materially inaccurate. Certain information contained in this Presentation, includes performance and characteristics of Logan Circle's strategies and any represented benchmarks, which may derive from calculations or figures that have been provided by independent third parties, or have been prepared internally and have not been audited or verified. Use of different methods for preparing, calculating or presenting information may lead to different results for the information presented, compared to publicly quoted information, and such differences may be material. Knowledge and experience. You acknowledge that you are knowledgeable and experienced with respect to the financial, tax and business aspects of this Presentation and that you will conduct your own independent financial, business, regulatory, accounting, legal and tax investigations with respect to the accuracy, completeness and suitability of this Presentation should you choose to use or rely on this Presentation, at your own risk, for any purpose. Risk of loss. An investment in the strategy will be highly speculative and there can be no assurance that the strategy's investment objectives will be achieved. Investors must be prepared to bear the risk of a total loss of their investment. Distribution of this Presentation. Logan Circle expressly prohibits any reproduction, in hard -copy, electronic or any other form, or any redistribution to any third party of this Presentation without the prior written consent of Logan Circle. This Presentation is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use is contrary to local law or regulation. No tax, legal or accounting advice. This Presentation is not intended to provide, and should not be relied upon for (and you shall not construe it as) accounting, legal, regulatory, financial or tax advice or investment recommendations. Any statements of U.S. federal tax consequences contained in this Presentation were not intended to be used and cannot be used to avoid penalties under the U.S. Internal Revenue Code or to promote, market or recommend to another party any tax -related matters addressed herein. Confidentiality. By accepting receipt or reading any portion of this Presentation, you agree that you will treat the Presentation confidentially. This reminder should not be read to limit, in any way, the terms of any confidentiality agreement you or your organization may have in place with Logan Circle. LOGANCIRCL.E 64 P AR TN F. R S 7 ATTACHMENT 15 Payden&Rygel QUARTERLY PORTFOLIO REVIEW Riverside County Transportation Commission 2nd Quarter 2016 I 1' PAYDEN.COM LOS ANGELES I BOSTON I LONDON I PARIS 65 LETTER FROM THE CEO July 2016 Dear Client, What have we learned from the events that transpired on the global stage during the quarter? The negative, kneejerk stock market reaction to the June 23rd Brexit vote has been almost completely erased in just a few weeks. In terms of our clients' portfolios, within a very narrow range, we have seen little change in market valuation. This does not mean we are in any way minimizing the unknown longer term impact of the UK's decision to exit the European Union. Instead, we believe now is the time to reassess the definition of "risk" in financial markets and to rethink the specific needs and objectives of your portfolios. In particular, we would like to highlight two areas in the pursuit of income and returns: global diversification and asset class diversification. First, the pursuit of long-term performance for many clients means an annual 7% return. Typically, the bonds employed in such a strategy depend heavily on the sovereign debt of the G4 countries, as well as corporate debt. Yet, in our view, we may be in a low interest rate environment for some time to come, with very modest global growth and low inflation. Over the near term, generating a 7% portfolio return, which includes G4 bonds, may be more fantasy than reality. What can clients do? Fortunately, emerging economies now comprise more than half of the world economy, providing plenty of options for investors. We urge clients to look beyond the US, UK, Japan, and Europe. Emerging markets bond issuance —whether in sovereign debt or corporate debt —has increased significantly, with attractive yields obtainable from high -quality credits, and many of these bonds performed very favorably in the past few weeks. Second, to the extent possible given guideline restrictions and other considerations, we think clients could consider a dividend stock strategy as an income diversifier. The Payden Equity Income Fund has subscribed to this income strategy for the past six years. The emphasis on dividend growth has been a very positive factor in the favorable performance during this period. We can't predict the fallout from global financial events. But what we can do is recognize the fundamental, structural changes to the global economy and financial markets and help our clients build portfolios based on the new reality. My very best wishes for the summer, Joan A. Payden President & CEO 66 2812 ABJ VCL Riverside County Transportation Commission Portfolio Review and Market Update - 2nd Quarter 2016 PORTFOLIO CHARACTERISTICS (As of 6/30/2016) Portfolio Market Value Weighted Average Credit Quality Weighted Average Duration Weighted Average Yield to Maturity $50.8 million AA+ 1.4 years 0.8% SECTOR ALLOCATION MI 50% 40% 30% 20% 10% 0% 05 a� �5 06 06 ��a��\ Cr �� 0,a J `v�„sq.', 0 o� � � a �c P Pia �` �a�� \. 0 DURATION DISTRIBUTION 60% 50% 40% 30% 20% 10% 0% 0-1 1-2 2-3 Years PORTFOLIO RETURNS - Periods Ending 6/30/2016 RCTC Operating Fund Portfolio Bank of America Merrill Lynch 1-3 Treasury Periods over one year annualized Since 2nd 2016 Trailing Inception Quarter YTD 1 Yr (3/1/15) 0.46% 1.18% 1.21 % 0.53% 1.43% 1.31 % 1.16% 1.26% pPayden & Rygel • 333 South Grand Avenue • Los AngelwCalifornia goo7i • (213) 625-igoo • www.payden.com Portfolio Review and Market Update - 2nd Quarter 2016 MARKET THEMES Global uncertainty continued in the second quarter of 2016, ending with the surprise decision of the British electorate to leave the European Union. The two months preceding the vote saw a re-establishment of risk sentiment following a turbulent first quarter. Fed officials sounded increasingly hawkish through the first half of the quarter as positive economic data diminished concerns about an imminent recession. However, the Fed's tone became decidedly more dovish after a weak May jobs report and increasing global concerns. The late June Brexit referendum in the UK created market volatility, and the unexpected "leave" outcome on June 24th caused a sharp repricing in financial markets. Global developed -market sovereign bond yields fell markedly, and risk assets sold off before reversing course. Despite the temporary spike in volatility, all spread sectors ended the quarter with positive total returns. ■ The portfolio holds a diversified mix of fixed income sectors with a focus on governments securities. ■ Corporate bond yield premiums remain attractive, and we expect to maintain our exposure through the purchase of bonds in the new issue market. ■ During the quarter, we maintained our allocation to high -quality asset -backed and mortgage -backed securities (ABS/MBS) with short duration profiles for their yield and diversification benefits. ■ Treasury yields fell, with the exception of the 3-month bill. Two- and three-year Treasury maturities ended the quarter at 0.58% and 0.69%, respectively. The Treasury curve between two- and three-year maturities flattened two basis points to 0.11 %. ■ The portfolio had positive returns from the movement in Treasury yields but our shorter duration stance relative to the index detracted from performance. ■ Longer -maturity corporate holdings contributed positively as a result of narrower yield premiums and price appreciation. ■ Asset allocation and name selection within the credit sector added to performance. The yield difference between credit and government securities continued to compress. ■ High -quality ABS spreads tightened and contributed positively to performance. ■ MBS securities increased portfolio returns, as spreads reversed most of the widening that occurred in the first quarter. pPayden & Rygel • 333 South Grand Avenue • Los Angel :: California goo71 • (213) 625-igoo • www.payden.com MARKET PERSPECTIVE Brexit Drives Global Developed Government Bond Yields Lower The second quarter of 2016 saved its most dramatic development for last: the UK's decision, by way of referendum, to exit the European Union after 43 years of membership. This was a largely unexpected outcome, and financial markets duly convulsed in the immediate aftermath, with weaker equities, wider credit spreads, lower government bond yields, and a weaker (Sterling) currency. Assets that are dependent on the UK domestic economy were the hardest hit. It seems probable that UK economic growth slows sharply over the balance of this year and into next, as political and economic uncertainty about the exit negotiations leads to a postponement or cancellation of spending decisions. However, the market response has not been unruly. For example, the UK top 100 companies are now trading at levels above those on the morning prior to the referendum, aided by the persistence of a markedly weaker currency (by the end of the quarter, Sterling had fallen by over 7% versus the US dollar) and the likelihood that UK monetary policy will be eased further. We will see over time what the consequences of the Brexit vote are for the global economy and financial markets. On the one hand, an optimist might point out that the UK is not so large on a global basis —the ninth largest single economy and less than 3% of global GDP on a PPP basis —and that market participants will adjust to any new reality. On the other hand, it is true to say that this seems like the biggest single reversal of the great post-war globalization trend. It could be a harbinger of further referenda in Europe and signals of a shift toward more populist policies globally. Time will tell. What we can observe right now is that this is yet another development that puts downward pressure on already low government bond yields. Just look at the chart below, showing the inexorable yield decline since the aftermath of the 2013 so-called "taper tantrum." We think investors should avoid the idea that there is a "floor" below which yields cannot fall, and similarly, that this yield decline will necessarily reverse any time soon. Global Developed Government Bond Yields: January 2014 to June 2016 3.0 2.5 2.0 >= 1.0 0.5 0.0 — UK — US \ — Germany — Japan -0.5 12/13 2/14 4/14 6/14 8/14 10/14 12/14 2/15 4/15 6/15 8/15 10/15 12/15 2/16 4/16 6/16 Source: Bloomberg 69 I E OVER 30 YEARS OF INSPIRING CONFIDENCE WITH AN UNWAVERING COMMITMENT TO OUR CLIENTS' NEEDS. LOS ANGELES I BOSTON I LONDON I PARIS PAYDEN.COM US DOMICILED MUTUAL FUNDS CASH BALANCE Payden/Kravitz Cash Balance Plan Fund EQUITY Equity Income Fund GLOBAL FIXED INCOME Emerging Markets Bond Fund Emerging Markets Corporate Bond Fund Emerging Markets Local Bond Fund Global Fixed Income Fund Global Low Duration Fund TAX-EXEMPT FIXED INCOME California Municipal Income Fund DUBLIN DOMICILED UCITS FUNDS US FIXED INCOME Absolute Return Bond Fund Cash Reserves Money Market Fund Core Bond Fund Corporate Bond Fund Floating Rate Fund GNMA Fund High Income Fund Limited Maturity Fund Low Duration Fund Strategic Income Fund US Government Fund EQUITY World Equity Fund FIXED INCOME Absolute Return Bond Fund Global Emerging Markets Bond Fund Global Emerging Markets Corporate Bond Fund Global Government Bond Index Fund Global High Yield Bond Fund Global Inflation -Linked Bond Fund Global Bond Fund Global Short Bond Fund Sterling Corporate Bond Fund — Investment Grade US Core Bond Fund USD Low Duration Credit Fund LIQUIDITY FUNDS Euro Liquidity Fund Sterling Reserve Fund US Dollar Liquidity Fund For more information about Payden & Rygel, contact us at a location listed below. Payden&Rygel LOS ANGELES 333 South Grand Avenue Los Angeles, California 90071 213 625-1900 BOSTON 265 Franklin Street Boston, Massachusetts 02110 617 807-1990 LONDON 1 Bartholomew Lane London EC2N 2AX United Kingdom + 44 (0) 20-7621-3000 PARIS Representative Office 54, 56 Avenue Noche 75008 Paris, France + 33-607-604-441 For more information about the Payden Equity Income Fund and to obtain a prospectus or summary prospectus, visit payden. com or call 800 572-9336. Before investing, investors should carefully read and consider investment objectives, risks, charges, expenses and other important information about the funds, which is contained in these documents. The Paydenfunds are distributed by Payden & Rygel Distributors, member FINRA. 70 County of Riverside iune2016 Treasurer's Pooled Investment Fund "Surprise, they Brexited!" Around the globe, financial markets felt the impact Europe. In Italy, Portugal, Greece and Spain, the can as a result of the historic June 23" Brexit, or, British was essentially kicked down the road, delaying the exit of the European Union (EU). The United King- inevitable debt implosion. With many of the developed dom's (UK) referendum on whether or not to return to market bond yields crashing to record lows, trillions of a sovereign nation was successful, and came quite the NIRP debt further exemplifies the absurdity. Since shock to equities investors with a two day decline of when should investors pay for owning bonds? nearly 871 points, or -4.83% on the Dow Jones Indus- trial Average, and, in excess of $2 trillion in losses As anticipated, the FED left short term rates un- worldwide; an impressive rally back by month end in changed at 50 basis points during the quarter. At its the U.S. was the result of an oversold market and that April meeting, it noted "labor market conditions have we remain the world's safe haven. Conversely, the improved further even as growth in economic activity largest recipient of the flight to quality trade (again) appears to have slowed. Growth in household spend - was the United States Treasury bond market, resulting ing has moderated, although households' real income in near all-time record low interest rates on the ten has risen at a solid rate and consumer sentiment re - year note. mains high." By a 52-48% vote, UK citizens said enough to the EU establishment with its immigration and economic policies such as the Greek and bank bailouts, Europe- an Central Bank quantitative easing, zero interest rate and dreaded negative interest rate policies (NIRP) prevalent in many European bond markets. The Brexit may not matter in the grand scheme of things other than being headline news, however, sovereign debt does. The decline in global sovereign ratings focuses the risks of geopolitical shocks onto the world econo- my. Both Standard & Poor's and Fitch Ratings have been slicing and dicing as of late, for a total of 30 downgrades, a number only exceeded once prior during the Eurozone crisis of 2011. The majority of these nations are in the Middle East and Africa with the most exposure to the decline in energy prices. Fitch Ratings also downgraded the UK and Saudi Arabia citing falling oil prices, and, a stronger U.S. dollar. All of these downgrades will pose greater risk for investors and the banking system throughout most of The FED then flopped in June to "the pace of im- provement in the labor market has slowed while growth in economic activity appears to have picked up. Although the unemployment rate has declined, job gains have diminished. Growth in household spending has strengthened." These mixed messages tell me the FED still does not have an all clear signal to act upon for the next meeting on July 27`h, especially when you throw in Eurozone uncertainty. The path is as clear for us now as it was in 2008, avoiding riskier assets by keeping a close eye on credit quality for the TPIF. We are keep- ing some powder dry for when the FED does make a move, but believe that is some time away. For the time being, its evident investors still find the most comfort investing in the good 'ol USA. Don Kent Treasurer -Tax Collector ATTACHMENT 16 Capital Markets Team Don Kent Treasurer -Tax Collector Jon Christensen Asst. Treasurer -Tax Collector Giovane Pizano Investment Manager Isela Licea Asst. Investment Manager Investment Objectives The primary objective of the treasurer shall be to safeguard the principal of the funds under the treasurer's control, meet the liquidity needs of the depositor, and achieve a return on the funds under his or her control. COUNTY OF RIVERSIDE TREASURER'S POOLED INVESTMENT FUND IS CURRENTLY RATED: Aaa-bf BY MOODY'S INVESTOR'S SERVICE AND AAA/V1 BY FITCH RATINGS Month End Market Value ($)* Month End Book Vah,P toil Paper Gain or Paper Gain Book Yrs to Modified Loss ($) or Loss (%) Yield (%) Maturity Duration June 6,514,396,169.33 6,504,638,893.37 9,757,275.96 0.15 0.69 May 1.15 1.12 6,945,949,047.77 6,940,509,804.70 5,439,243.07 0.08 0.67 1.08 1.05 April 7,336,685,334.21 7,329,824,096.33 6,861,237.88 0.09 0.65 1.02 0.99 March 6,319,190,571.12 6,312,840,233.99 6,350,337.13 0.10 0.65 1.07 1.04 February 6,294,402,626.91 6,289,381,725.26 5,020,901.65 0.08 0.66 1.15 1.12 January 6,691,824,574.61 6,687,643,005.32 4,181,569.29 0.06 0.62 1.10 1.08 The Treasurer's Pooled Invesnnent Fund is comprised of the County, Schools, Special Districts, and other Discretionary Depositors. Current Market Data Economic Indicators Date Indicator Consensus Actual 06/03/2016 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. 160,000'38,000 06/03/2016 Employment Situation: Measures the number of unemployed as a percentage of the labor force. 4.9 % 4.7/0 06/24/2016 Durable Goods Orders - M/M change: Reflects the new orders placed with domestic manufacturers for immediate and future delivery of factory hard goods. -0.5 % -2.2% 06/28/2016 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. 1.0% 1.1% 06/28/2016 Consumer Confidence: Measures consumer attitudes on present economic conditions and expectations of future conditions. 93.5 98 06/03/2016 Factory Orders M/M change: Represents the dollar level of new orders for both durable and nondurable goods. 1.9% 1.9% 06/16/2016 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. 0.3 % 0.2% 06/16/2016 CPI Ex Food and Energy - M/M change: CPI Ex Food and Energy excludes food and energy. Stock Indices Value Dow Jones (DJIA) 17,929.99 $ 142.79 S&P 500 Index $ 2,098.86 $ 1.90 NASDAQ (NDX) $ 4,417.69 $ (530.37) Commodities Value Change Nymex Crude Gold (USD/OZ) 48.33 $ (0.77) Fed Funds Target Rate 0.2 % 0.2% urrent Fed Funds Rate: 0-0.25% Fed Move Probability for FOMC Dates: 07/27/2016 09/21/2016 Stay at 0.25%-.50% 96.0 % 86.4 % Increase to 0.75% 4.0 % 13.2 % Increase to 1.00% 0.0 % 0.4 % Increase to 1.25% 0.0% 0.0 % $ 1,322.20 $ 106.87 FOMC US Treasury Curve (M/M) Meeting Schedule Release Risk Assessment 27-Apr .25 - 0.5 % Growth 15-Jun .25 - 0.5 % Growth 2.30 0 AD 0. • as us Car., oanon6 • 125 US rea s.ry Aearaa cerae 0%,Fy1J!5 1.1 311.e lr 31' iY ST 6w TY SW 941 14e' Curve Id 11) I5 05/30/16 /2).1I25 05/31//6 3M 0.261 0.287 1Y 0.435 0.6751 taw Tee 2Y 0.584 0.879 3Y ). 694 1.0 1. 3} Show All Tenors } 14Y. 30Y 1.471 2.285 1.847 2.648 -37.6; 3G.3 COUNTY OF RIVERSIDE TREASURER -TAX COLLECTOR72 2 TIMMI The Treasurer's Institutional Money Market Index (TIMMI) is compiled and reported by the Riverside County Treasurer's Capital Markets division. It is a composite index derived from four AAA rated prime institutional money market funds. Similar to 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 four multi billion dollar funds listed below. Fund AAA Rated Prime Institutional Money -Market Funds Symbol _ 7 Dayield Fidelity Prime Institutional MMF Federated Prime Obligations Fund Wells Fargo Advantage Heritage JP Morgan 1.00% - 0.80% • 0.60% • 0.40% • 0.20% • 0.00% mP Pool Yield y TIMMI 0.44% 0.44% 0.43% 0.46% 0.09% 0.10% 0.11% 0.12% 0.12% FIPXX POIXX 0.48 % 0.37% WFJXX 0.43 % CJPXX 0.41 % 0.62% 0.66% 0.65% 0.50% 0.50% 0.55% 0.40% 0.42% 0.36% -� 0.22% 0.14% 0 0.65% • 0.42% 0.67% 0.69% .immmmmf 0.41% 0.42% Jun-15 Aug-15 Cash Flows Oct-15 Dec-15 Feb-16 Apr-16 Jun-16 Month Monthly Receipts Monthly Disbursements Required Matured Difference Investments Balance Actual Investments Maturing Available to Invest > 1 Year 07/2016 07/2016 1,100.00 1,050.00 50.00 08/2016 720.00 950.00 (230.00) 208.60 258.60 1,242.85 28.60 477.70 09/2016 850.00 1,050.00 (200.00) 171.40 558.26 10/ 2016 1,040.00 1,175.00 (135.00) 135.00 515.26 11/2016 1,200.00 960.00 240.00 240.00 180.59 12/2016 2,110.00 1,030.00 1,080.00 1,320.00 79.37 01/2017 1,020.00 1,650.00 (630.00) 690.00 674.00 02/2017 810.00 1,200.00 (390.00) 300.00 520.00 03 / 2017 1,200.00 1,080.00 120.00 04/2017 1,800.00 950.00 850.00 05/2017 850.00 1,500.00 (650.00) 06/2017 1,400.00 1,850.00 (450.00) 420.00 30.00 1,270.00 98.14 620.00 170.00 192.45 120.00 TOTALS 14,100.00 14,445.00 (345.00) 306.40 5,525.80 4,688.62 6,198.23 4.71 % 72.08 % 95.29 % * All values reported in millions ($). 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. COUNTY OF RIVERSIDE TREASURER -TAX COLLECTORS 3 Asset Allocation Assets (000's) MMKT CALTRUST FND DDA/PASSBK LOCAL AGCY OBLIG US TREAS BILLS US TREAS BONDS FHLMC DISC NOTES FHLMC BONDS FNMA DISC NOTES FNMA BONDS FHLB DISC NOTES FHLB BONDS FFCB DISC NOTES FFCB BONDS FMAC DISC NOTES FARMER MAC MUNI ZERO CPNS MUNI BONDS COMM PAPER Scheduled Par Scheduledjk 473,000.001 473,000.00 54,000.00 70,000.00 300.00 100,000.00 325,000.00 300,000.00 961,905.00 295,717.00 357,477.00 819,783.00 372,539.72 791,500.00 457,910.00 155,000.00 83,850.00 73,000.00 247,950.00 574,514.00 54,000.00 70,000.00 300.00 99,623.53 325,574.15 298,893.88 961,820.37 294,679.44 357,530.49 816,824.43 372,568.01 788,359.15 458,017.73 154,342.29 83,850.00 72,897.84 249,053.17 573,304.42 Scheduled M WAL (Yr) 473,000.00 100.00% 0.37% .003 54,000.00 70,000.00 300.00 99,805.25 327,343.55 299,673.50 962,917.73 295,349.61 357,660.88 818,598.43 372,940.30 790,190.58 457,578.45 154,786.75 83,886.70 72,937.26 249,350.34 574,076.84 100.00 % 100.00 % 100.00 % 100.18 % 100.54 % 100.26 % 100.11 % 0.73 % 0.31 % 1.17% 0.44 % 0.85 % 0.43 % 1.25% 100.23 % 0.44 % 100.04%f 1.08% 100.22% 0.49% 100.10 % 0.83 % 100.23 % 0.48 % 99.90 % 0.63 % 100.29 % 100.04 % 100.05 % 100.12% 100.13 % 0.56 % 0.61 % 0.52%� 0.86XT 0.57% .003 .003 3.962 .518 1.304 .300 .873 .308 .536 .385 .598 .396 2.023 .354 1.199 .170 1.182 .156 MatA .003 .003 .003 3.962 .518 1.304 .300 3.281 .308 2.857 .385 1.242 .396 2.118 .354 1.199 .170 1.182 .156 Totals (000's): 6,513,445.72 6,504,638.89 6,514,396.17 100.15% 0.69% .617 1.144 1,000.000.00 500,000.00 0.00 '101,1M11111 H ❑ it V' iA VI iA fA fh Vl iA N iA VS Sh V iA [A p� } N Nr❑ r V 4 d a O ❑ 0 } 4 4 V O Z V N d r O ea E z ti Scheduled Book mu Market O m CO J Cs Z 67 V m H V 0 V W 0 67 2 SCHEDULED PAR i= MMKT-7% CALTRUST FMD - Leib - DDA`PASS 0- 1Ab p Le'Y l AGCY OBLIG Q US TREAS BILLS-2% o US TREAS BONDS • 5955 o FNLMC DISC NOTES •5% p FNLMC BONDS - 15% o FNMA DISC NOTES - 5,Y4 101 FNMA BONDS - 576 FMB DISC NOTES • 13% FHLBBONDS -6% FFCB DISC NOTES • 12% p FFCB BONDS -7% © FMAC DISC MOTES - 230 1=1 FARMER MAC - t% 1 MUNI ZERO CPNS - 1% MUNI BONDS -4% COMM PAPER - P% COUNTY OF RIVERSIDE TREASURER -TAX COLLECTOI$,4 4 Maturity Distribution (000's) I ABEAM 1-3 Mos MMKT 473,000.00 CALTRUST FND 54,000.00 DDA/PASSBK 70,000.00 LOCAL AGCY OBLIG US TREAS BILLS US TREAS BONDS FHLMC DISC NOTES FHLMC BONDS FNMA DISC NOTES FNMA BONDS FHLB DISC NOTES FHLB BONDS FFCB DISC NOTES FFCB BONDS FMAC DISC NOTES FARMER MAC MUNI ZERO CPNS MUNI BONDS COMM PAPER 146,550.00 3-12 Mos I1-2 Yr 25,000.00 25,000.00 50,000.00 20,000.00 180,000.00 25,000.00 100,000.00 175,000.00 124,625.00 65,500.00 75,000.00 155,217.00 41,597.00 45,255.00 12,000.00 135,000.00 125,000.00 559,783.00 9,700.00 10,000.00 140,370.00 149,500.00 175,000.00 467,000.00 10,000.00 159,650.00 40,000.00 115,000.00 25,000.00 - 25,000.00 23,000.00 50,000.00 23,000.00 337,700.00 100,890.00 90,264.00 2-3 Yr >3 Yr 473,000.00 54,000.00 70,000.00 300.00 300.00 100,000.00 50,000.00 25,000.00 50,000.00 325,000.00 300,000.00 155,850.00 138,000.00 543,430.00 961,905.00 295,717.00 35,000.00 223,625.00 357,477.00 819,783.00 142,469.72 55,000.00 15,000.00 372,539.72 791,500.00 60,250.00 75,310.00 152,700.00 457,910.00 155,000.00 8,850.00 10,000.00 15,000.00 83,850.00 73,000.00 78,730.00 32,615.00 12,715.00 247,950.00 574,514.00 �11 Cumulative 19.08 % 15.90% 36.15 % 370,925.00 1,012, 7.62% 5.69% 15.55% 19.08% 34.99% 71.14% 78.76% 84.45% 100.00% SCHEDULED Pa .J 0.1 Mvh 1-3 Mr. I aR Enlit 7-12 Moe 1-2Y 2-3 Yr YEAR IN MATURITY Yr NININr MMRT • Scheduled Par - CALTRUsT FND- Scud pled Par B� DOA/PASSBN-Scheduled Par LOCAL AGCY OHLIG -Scheduled Per ••• 1 US TREAS BILLS -Scheduled Par US TRW BONDS - Scheduled uled Par FN1MC DISC NOTES -Scheduled Par FHL MC BONDS -Scheduled Par ^� FNMA DISC NOTES -Scheduled Par B� FNMA BONDS -Scud died Par FHL B DISC NOTES - Scheduled Par - FLAB BONDS -Scheduled Par FFCB DISC NOTES - Scheduled Par FFCB BONDS - Sduduled Par s_ FMAC DISC 1aDTEs-SCheduled Par FARMER MAC - Scheduled Par MDNI ZERO CPNS-Scheduled Par Nls MDNI BONDS -Scheduled Par rrrrrrr� COMM PAPER -Scheduled Par COUNTY OF RIVERSIDE TREASURER —TAX COLLECTOri,5 5 Credit Quality Moody (000's) Book Market MKT/ Book Yield Aaa Aa1 Aa2 5,134, 216.72 18,750.00 489,834.00 5,126, 276.17 18, 865.90 489,226.29 5,134, 570.10 18,921.38 489, 890.63 100.16% 100.29% 100.14% 0.72% 0.84% 0.55% Aa3 361,495.00 361,778.24 362,040.61 100.07% 0.75% NR 509,150.00 508,492.29 508, 973.45 100.09% 0.49% Totals (000's): 6,513,445.72 6,504,638.89 6,514,396.17 100.15% 0.69% MOODY'S BOOK MA11•79% Me-4% MIAii-OM ust•rh •ea1) S&P 600K °,a AAA-5% Mk -ON MAA+-73'. Q�III-NY = AA -Boo k&P (000's) Marke I Yield AAA 339,500.00 339,500.00 339,576.05 100.02% 0.40 AA+ 4,763,466.72 4,755,642.08 4,763,905.42 100.17% 0.74% AA 537,834.00 538,144.06 538,557.19 100.08 % 0.59 % AA- 363,495.00 362,860.47 363,384.05 100.14 % 0.70% NR 509,150.00 508,492.29 508,973.45 100.09 % 0.49 % totals (000's): 6,513,445.72 6,504,638.89 6,514,396.17 100.15% 0.69% COUNTY OF RIVERSIDE TREASURER -TAX COLLECTOI?. 6 Month End Portfolio Holdings Maturity Yield To Par Book Market Market Unrealized Modified Years To CUSIP Description Date Coupon Maturity Value Value Price Value Gain/Loss Duration Maturity Fund:1 POOL FUND MMKT WFJXX CALTRUST HERITAGE 07/01/2016 FIPXX FIDELITY PRIME 07/01/2016 POIXX FEDERATED PRIME 07/01/2016 CJPXX JP MORGAN PRIME 07/01/2016 FRGXX FIDELITY GOV 07/01/2016 WFFXX WELLS FARGO GOV 07/01/2016 GOFXX FEDERATED GOV 07/01/2016 CASH BANK OF THE WEST 07/01/2016 .424 .424 .457 .457 .428 .428 .414 .414 .298 .298 .265 .265 .277 .277 .460 .460 20,000,000.00 5,000,000.00 5,000,000.00 20,000,000.00 50,000,000.00 25,000,000.00 148,000,000.00 200,000,000.00 20,000,000.00 5,000,000.00 5,000,000.00 20,000,000.00 50,000,000.00 25,000,000.00 148,000,000.00 200,000,000.00 100.000000 100.000000 100.000000 100.000000 100.000000 100.000000 100.000000 100.000000 20,000,000.00 5,000,000.00 5,000,000.00 20,000,000.00 50,000,000.00 25,000,000.00 148,000,000.00 200,000,000.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 .003 .003 .003 .003 .003 .003 .003 .003 .003 .003 .003 .003 .003 .003 .003 .003 CALTRUST FND CLTR CALTRUST SHT TERM 07/01/2016 DDA/PASSBK CASH UB MANAGED RATE 07/01/2016 .371 37W 473,000,000.00 473,000,000.00 100.000000 Mr73,000,000.00 Mir 0.00 .730 .730 54,000,000.00 54,000,000.00 100.000000 54,000,000.00 0.00 .003 .003 .730 .730 54,000,000.00 54,000,000.00 100.000000 ' 54,000,000.00 0.00 .003 .310 .310 70,000,000.00 70,000,000.00 100.000000 70,000,000.00 0.00 .003 .003 .310 70,000,000.00 70,000,000.00 100.000000 70,000,000.00 0.00 .003 300,000.00 300,000.00 100.000000 300,000.00 0.00 1.996 3.962 1.996 310 LOCAL AGCY OBLIG LAO US DIST COURTHOUSE 06/15/2020 1.173 1.173 US TREAS BILLS 912796HE2 912796GW3 912796JT7 U.S. TREASURY BILL U.S. TREASURY BILL U.S. TREASURY BILL 09/15/2016 07/21/2016 05/25/2017 173 1.173 .373 .365 .510 .374 .366 .512 300,000.00 25,000,000.00 25,000,000.00 50,000,000.00 100,000,000.00 300,000.00 100.000000 24,923,068.75 24,939,166.67 49,761,291.67 99.957000 99.990000 99.637000 300,000.00 24,989,250.00 24,997,500.00 49,818,500.00 99,623,527.09 99.805250 99,805,250.00 i 0.00 66,181.25 58,333.33 57,208.33 .210 .057 .896 .211 .058 .901 12171,DI s,i US TREAS BONDS 912828TB6 912828WH9 912828SC5 912828VR8 912828674 912828A91 912828TS9 912828H94 912828UJ7 912828A91 912828674 912828W W6 912828674 912828WL0 912828E62 912828674 U.S. TREASURY BOND 06/30/2017 U.S. TREASURY BOND 05/15/2017 U.S. TREASURY BOND 01/31/2017 U.S. TREASURY BOND 08/15/2016 U.S. TREASURY BOND 02/15/2017 U.S. TREASURY BOND 01/15/2017 U.S. TREASURY BOND 09/30/2017 U.S. TREASURY BOND 02/15/2018 U.S. TREASURY BOND 01/31/2018 U.S. TREASURY BOND 01/15/2017 U.S. TREASURY BOND 02/15/2017 U.S. TREASURY BOND 07/31/2019 U.S. TREASURY BOND 02/15/2017 U.S. TREASURY BOND 05/31/2019 U.S. TREASURY BOND 10/31/2019 U.S. TREASURY BOND 02/15/2017 .750 .932 .875 .752 .875 .641 .625 .381 .625 .596 .750 .433 .625 .723 1.000 .920 .875 .990 .750 .655 .625 .695 1.625 1.409 .625 .742 1.500 1.370 1.500 1.470 .625 .594 5,000,000.00 25,000,000.00 25,000,000.00 20,000,000.00 20,000,000.00 25,000,000.00 10,000,000.00 10,000,000.00 25,000,000.00 25,000,000.00 25,000,000.00 25,000,000.00 25,000,000.00 25,000,000.00 25,000,000.00 10,000,000.00 4,971,875.00 25,077,148.44 25,129,882.81 20,050,320.00 20,008393.75 25,095,703.13 9,981,250.00 10,017,968.75 24,936323.44 25,027,343.75 24,978,515.63 25,192,382.81 24,964,843.75 25,110,351.56 25,028,320.31 10,003,125.00 100.231000 100.313000 100.249000 100.048000 100.108000 100.166000 100.094000 100.656000 100.465000 100.166000 100.108000 102.699000 100.108000 102.258000 102.328000 100.108000 5,011,550.00 25,078,250.00 25,062,250.00 20,009,600.00 20,021,600.00 25,041300.00 10,009,400.00 10,065,600.00 25,116,250.00 25,041300.00 25,027,000.00 25,674,750.00 25,027,000.00 25,564,500.00 25,582,000.00 10,010,800.00 39,675.00 1,101.56 -67,632.81 -40,720.00 13,006.25 -54,203.13 28,150.00 47,631.25 179,726.56 14,156.25 48,484.37 482,367.19 62,156.25 454,148.44 553,679.69 7,675.00 .993 870 579 .126 .622 539 1.241 1.603 1.563 538 .621 2.979 .621 2.842 3.232 .622 FHLMC DISC NOTES 313396E25 FHLMC DISC NOTE 313396ZS5 FHLMC DISC NOTE 313396M26 FHLMC DISC NOTE 313396L92 FHLMC DISC NOTE 313396M75 FHLMC DISC NOTE 313396E82 FHLMC DISC NOTE 313396E73 FHLMC DISC NOTE 313396H48 FHLMC DISC NOTE 313396L35 FHLMC DISC NOTE 313396L35 FHLMC DISC NOTE 313397AE1 FHLMC DISC NOTE 313397BZ3 FHLMC DISC NOTE 08/31/2016 .390 .392 07/22/2016 /75 276 10/26/2016 A00 A02 10/25/2016 A00 A02 10/31/2016 A00 A02 09/06/2016 A20 A21 09/13/2016 A10 All 09/26/2016 A10 All 10/19/2016 375 378 10/19/2016 A65 A66 01/05/2017 320 .522 02/17/2017 A80 A82 325,000,000.00 325,574,148.13 100.721092 327,343,550.00 1,769,401.87 1.000 .874 .589 .126 .630 .545 1.252 1.630 1.589 .545 .630 3.085 .630 2.918 3.337 .630 1. 25,000,000.00 24,901,416.67 99.958000 24,989,500.00 88,083.33 .169 .170 25,000,000.00 24,943,472.22 99.990000 24,997300.00 54,027.78 .060 .060 25,000,000.00 24,901,390.00 99.883000 24,970,750.00 69,360.00 .322 .323 25,000,000.00 24,901,666.67 99.884000 24,971,000.00 69,333.33 .319 .321 25,000,000.00 24,900,000.00 99.878000 24,969300.00 69300.00 .335 .337 25,000,000.00 24,916,291.67 99.948000 24,987,000.00 70,708.33 .185 .186 25,000,000.00 24,916,576.39 99.942000 24,985,500.00 68,923.61 .204 .205 25,000,000.00 24,912,875.00 99.932000 24,983,000.00 70,125.00 .240 .241 25,000,000.00 24,873,420.14 99.890000 24,972,500.00 99,079.86 .302 .304 25,000,000.00 24,920,885.42 99.890000 24,972,500.00 51,614.58 .302 .304 25,000,000.00 24,885,888.89 99.781000 24,945,250.00 59,361.11 .515 .518 25,000,000.00 24,920,000.00 99.718000 24,929,500.00 9,500.00 .632 .636 300,000,000.00 298,893,883.07 99.891167 299,673500.00 779,616.9 EHLMC BONDS 3134G3S50 FHLMC 4Yr 11/01/2016 .625 .647 10,000,000.00 9,991,200.00 100.060000 10,006,000.00 14,800.00 .338 .340 3134G3S50 FHLMC 4Yr 11/01/2016 .625 .600 4,625,000.00 4,629,301.25 100.060000 4,627,775.00-1,526.25 .338 .340 3134G5WA9 FHLMC 2YrNc1YrE 12/30/2016 .750 .750 25,000,000.00 25,000,000.00 100.190000 25,047,500.00 47,500.00 .499 .501 3134G7AE1 FHLMC 3YrNc1.5YrE 06/22/2018 1.200 1.230 15,000,000.00 14,986,800.00 100.150000 15,022,500.00 35,700.00 1.948 1.978 3134G66M0 FHLMC 3YrNc6MoE 06/22/2018 1.250 1.259 25,000,000.00 24,993,750.00 100.983000 25,245,750.00 252,000.00 1.947 1.978 3137EADU0 FHLMC 1.5Yr 01/27/2017 .500 .570 25,000,000.00 24,973,250.00 99.995000 24,998,750.00 25300.00 .572 .578 3137EADU0 FHLMC 1.5Yr 01/27/2017 .500 .592 15,000,000.00 14,980,119.90 99.995000 14,999,250.00 19,130.10 .572 .578 3134G7U90 FHLMC 5YrNc3MoB 10/29/2020 1.550 1.550 10,000,000.00 10,000,000.00 100.107000 10,010,700.00 10,700.00 4.162 4.334 3134G7U33 FHLMC 5YrNc3MoB 10/29/2020 1.500 1.500 10,000,000.00 10,000,000.00 100.107000 10,010,700.00 10,700.00 4.168 4.334 3134G7V24 FHLMC 2YrNc6MoB 10/27/2017 .750 .750 10,000,000.00 10,000,000.00 100.236000 10,023,600.00 23,600.00 1.314 1.326 3134G7V73 FHLMC 5YrNc3MoB 10/29/2020 1.600 1.600 10,000,000.00 10,000,000.00 100.021000 10,002,100.00 2,100.00 4.157 4.334 3134G7Z20 FHLMC 3YrNc3MoB 10/29/2018 1.250 1.250 25,000,000.00 25,000,000.00 100.042000 25,010300.00 10,500.00 2.285 2.332 3134G7V73 FHLMC 5YrNc3MoB 10/29/2020 1.600 1.600 15,000,000.00 15,000,000.00 100.021000 15,003,150.00 3,150.00 4.157 4.334 3137EADU0 FHLMC 1.25Yr 01/27/2017 .500 .453 25,000,000.00 25,015,000.00 99.995000 24,998,750.00-16,250.00 .572 .578 3134G72T7 FHLMC 3YrNc6MoB 10/29/2018 1.050 1.050 5,000,000.00 5,000,000.00 100.027000 5,001,350.00 1,350.00 2.293 2.332 3134G72T7 FHLMC 3YrNc6MoB 10/29/2018 1.050 1.050 10,000,000.00 10,000,000.00 100.027000 10,002,700.00 2,700.00 2.293 2.332 3134G73L3 FHLMC 2YrNc6MoE 11/16/2017 .750 .750 15,000,000.00 15,000,000.00 100.213000 15,031,950.00 31,950.00 1.367 1.381 3134G7S77 FHLMC 5YrNc6MoB 10/29/2020 1.125 1.125 15,000,000.00 15,000,000.00 100.028000 15,004,200.00 4,200.00 4.208 4.334 3137EADX4 FHLMC 2Yr 12/15/2017 1.000 1.051 20,000,000.00 19,979,400.00 100.532000 20,106,400.00 127,000.00 1.446 1.460 3134G8FD6 FHLMC 5YrNc6MoB 01/28/2021 1.750 1.750 25,000,000.00 25,000,000.00 100.046000 25,011,500.00 11,500.00 4.349 4.584 3134G8GU7 FHLMC 4YrNc6MoB 01/29/2020 1.500 1.500 16,200,000.00 16,200,000.00 100.058000 16,209,396.00 9,396.00 3.452 3.584 3134G8HH5 FHLMC 5YrNc6MoB 01/29/2021 1.500 1.500 10,000,000.00 10,000,000.00 100.030000 10,003,000.00 3,000.00 4.383 4.586 3134G8J26 FHLMC 3YrNc6MoB 02/19/2019 1.000 1.000 12,500,000.00 12,500,000.00 100.048000 12,506,000.00 6,000.00 2.586 2.641 3134G8K99 FHLMC 3.75YrNc6MoB 11/25/2019 1.500 1.500 5,000,000.00 5,000,000.00 100.057000 5,002,850.00 2,850.00 3.312 3.405 3134G8LG2 FHLMC 13MoNc6MoE 03/09/2017 .750 .750 10,000,000.00 10,000,000.00 100.047000 10,004,700.00 4,700.00 .687 .690 3134G8LG2 FHLMC 13MoNc6MoE 03/09/2017 .750 .750 10,000,000.00 10,000,000.00 100.047000 10,004,700.00 4,700.00 .687 .690 3134G8LU1 FHLMC 5YrNc3MoB 02/26/2021 1.500 1.500 20,000,000.00 20,000,000.00 100.026000 20,005,200.00 5,200.00 4.458 4.663 3134G8L49 FHLMC 1.5YrNc3Mob 08/25/2017 .800 .800 5,000,000.00 5,000,000.00 100.039000 5,001,950.00 1,950.00 1.142 1.153 3134G8KU2 FHLMC 5YrNc6MoB 02/26/2021 1.250 1.250 10,000,000.00 10,000,000.00 100.036000 10,003,600.00 3,600.00 4.490 4.663 3134G8L31 FHLMC 5YrNc6MoB 02/26/2021 1.250 1.250 10,000,000.00 10,000,000.00 100.051000 10,005,100.00 5,100.00 4.490 4.663 3134G8L64 FHLMC 2.5YrNelYrE 08/24/2018 1.000 1.000 5,000,000.00 5,000,000.00 100.105000 5,005,250.00 5,250.00 2.115 2.151 3134G8N62 FHLMC 3.75YrNc3MoB 11/26/2019 1.470 1.500 5,000,000.00 4,994,550.00 100.050000 5,002,500.00 7,950.00 3.316 3.408 3134G8QE2 FHLMC 3YrNc1YrE 03/29/2019 1.300 1.300 9,000,000.00 9,000,000.00 100.352000 9,031,680.00 31,680.00 2.682 2.745 3134G8QB8 FHLMC 3YrNc1YrE 03/29/2019 1.270 1.270 4,000,000.00 4,000,000.00 100.268000 4,010,720.00 10,720.00 2.683 2.745 3134G8QQ5 FHLMC 5YrNc6MoB 03/30/2021 1.500 1.500 10,000,000.00 10,000,000.00 100.086000 10,008,600.00 8,600.00 4.552 4.751 3136G3FV2 FHLMC 5YrNc6MoB 03/30/2021 1.500 1.500 15,000,000.00 15,000,000.00 100.103000 15,015,450.00 15,450.00 4.552 4.751 3134G8TG4 FHLMC 3.5YrNc6MoE 10/11/2019 1.500 1.500 15,000,000.00 15,000,000.00 100.255000 15,038,250.00 38,250.00 3.180 3.282 3134G8T82 FHLMC 3YrNc6MoE 04/12/2019 1.430 1.430 25,000,000.00 25,000,000.00 100.141000 25,035,250.00 35,250.00 2.711 2.784 3134G8TU3 FHLMC 2YrNc6MoB 10/04/2018 1.120 1.120 15,000,000.00 15,000,000.00 100.059000 15,008,850.00 8,850.00 2.221 2.263 3134G8VG1 FHLMC 5YrNc6MoB 04/14/2021 1.500 1.500 20,000,000.00 20,000,000.00 100.138000 20,027,600.00 27,600.00 4.590 4.792 3134G8V97 FHLMC 2.25YrNc6MoB 06/29/2018 1.125 1.125 5,850,000.00 5,850,000.00 100.062000 5,853,627.00 3,627.00 1.969 1.997 77 COUNTY OF RIVERISIDE TREASURER -TAX COLLECTOR 7 Month End Portfolio Holdings Maturity Yield To Par Book Market Market Unrealized Modified Years To CSIF Description Date Coupon Maturity Value Value Price Value Gain/Loss Duration Maturity 3134G8WC9 3134G8VB2 3134G8WC9 3134G8X20 3134G8YS2 3134G8X61 3134G8XU8 3134G8XM6 3134G9AN7 3134G9BF3 3134G8YZ6 3134G9CH8 3134G9EY9 3134G9EX1 3134G9FA0 3134G9JX6 3134G9JW8 3134G9MD6 3134G9PL5 3134G9PL5 3134G9NU7 3134G9PC5 3134G9QP5 3134G9MD6 3134G9UM7 3134G9VA2 3134G9UX3 3134G9UH8 FHLMC 1.5YrNc6MoB FHLMC 5YrNc6MoB FHLMC 1.5YrNc6MoB FHLMC 4YrNc6MoB FHLMC 1.5YrNc3MoB FHLMC 1.5YrNc6MoB FHLMC 5YrNc6MoB FHLMC 5YrNc6MoB FHLMC 4YrNc6MoB FHLMC 3.5YrNc3MoB FHLMC 5YrNc6MoB FHLMC 5YrNc3MoB FHLMC 5YrNc3MoB FHLMC 5YrNc3MoB FHLMC 5YrNc3MoB FHLMC 5YrNc3MoB FHLMC 5YrNc3MoB FHLMC 5YrNc3MoB FHLMC 5YrNc3MoB FHLMC 5YrNc3MoB FHLMC 5YrNc3MoB FHLMC 3YrNc3MoB FHLMC 3YrNc3MoB FHLMC 5YrNc3MoB FHLMC 5YrNc3MoB FHLMC 5YrNc6MoB FHLMC 5YrNc3MoB FHLMC 3.5YrNc3MoB 10/13/2017 04/21/2021 10/13/2017 07/28/2020 10/27/2017 10/27/2017 04/28/2021 04/28/2021 08/10/2020 11/12/2019 04/28/2021 05/26/2021 05/17/2021 05/26/2021 05/26/2021 06/09/2021 05/25/2021 06/30/2021 06/30/2021 06/30/2021 06/16/2021 06/20/2019 06/14/2019 06/30/2021 06/30/2021 06/30/2021 06/30/2021 12/30/2019 .850 1.500 .850 1.300 .825 .850 1.500 1.250 1.350 1.000 1.500 1.600 1.500 1.650 1.700 1.600 1.500 1.600 1.750 1.750 1.500 1.000 1.000 1.600 1.500 1.300 1.500 1.000 .850 1.500 .850 1.300 .825 .850 1.500 1.250 1.350 1.000 1.500 1.600 1.500 1.650 1.700 1.600 1.500 1.600 1.750 1.750 1.504 1.000 1.000 1.600 1.500 1.300 1.500 1.000 15,000,000.00 7,835,000.00 10,000,000.00 15,000,000.00 25,000,000.00 10,000,000.00 12,500,000.00 10,000,000.00 15,000,000.00 10,425,000.00 8,700,000.00 15,000,000.00 25,000,000.00 15,000,000.00 11,380,000.00 15,000,000.00 20,000,000.00 18,000,000.00 25,000,000.00 20,000,000.00 15,000,000.00 15,000,000.00 12,500,000.00 8,390,000.00 15,000,000.00 15,000,000.00 10,000,000.00 15,000,000.00 15,000,000.00 7,835,000.00 10,000,000.00 15,000,000.00 25,000,000.00 10,000,000.00 12,500,000.00 10,000,000.00 15,000,000.00 10,425,000.00 8,700,000.00 15,000,000.00 25,000,000.00 15,000,000.00 11,380,000.00 15,000,000.00 20,000,000.00 18,000,000.00 25,000,000.00 20,000,000.00 14,997,000.00 15,000,000.00 12,500,000.00 8,390,000.00 15,000,000.00 15,000,000.00 10,000,000.00 15,000,000.00 100.067000 100.073000 100.067000 100.055000 100.016000 100.069000 100.078000 100.050000 100.097000 100.015000 100.067000 100.073000 100.070000 100.166000 100.062000 100.046000 100.026000 100.053000 100.080000 100.080000 100.046000 100.061000 100.039000 100.053000 100.041000 100.033000 100.004000 100.034000 15,010,050.00 7,840,719.55 10,006,700.00 15,008,250.00 25,004,000.00 10,006,900.00 12,509,750.00 10,005,000.00 15,014,550.00 10,426,563.75 8,705,829.00 15,010,950.00 25,017,500.00 15,024,900.00 11,387,055.60 15,006,900.00 20,005,200.00 18,009,540.00 25,020,000.00 20,016,000.00 15,006,900.00 15,009,150.00 12,504,875.00 8,394,446.70 15,006,150.00 15,004,950.00 10,000,400.00 15,005,100.00 10,050.00 5,719.55 6,700.00 8,250.00 4,000.00 6,900.00 9,750.00 5,000.00 14550.00 156375 5,829.00 10,950.00 17500.00 24,900.00 7,055.60 6,900.00 5,200.00 9,540.00 20,000.00 16,000.00 9,900.00 9,150.00 4,875.00 4,446.70 6,150.00 4,950.00 400.00 5,100.00 1.274 4.610 1.274 3.938 1.313 1.313 4.629 4.661 3.966 3.298 4.629 4.693 4.681 4.687 4.680 4.729 4.703 4.787 4.768 4.768 4.761 2.921 2.904 4.787 4.800 4.826 4.800 3.431 1.288 4.811 1.288 4.079 1.326 1.326 4.830 4.830 4.115 3.370 4.830 4.907 4.882 4.907 4.907 4.945 4.904 5.003 5.003 5.003 4.964 2.973 2.956 5.003 5.003 5.003 5.003 3.501 FNMA DISC NOTES 313588C45 FNMA DISC NOTE 313588ZN8 FNMA DISC NOTE 313588G90 FNMA DISC NOTE 313588C52 FNMA DISC NOTE 313588ZN8 FNMA DISC NOTE 313588ZS7 FNMA DISC NOTE 313588K38 FNMA DISC NOTE 313588K46 FNMA DISC NOTE 313588M28 FNMA DISC NOTE 313589AS2 FNMA DISC NOTE 313589BA0 FNMA DISC NOTE 313589BA0 FNMA DISC NOTE 313589FM0 FNMA DISC NOTE 08/17/2016 07/18/2016 09/23/2016 08/18/2016 07/18/2016 07/22/2016 10/11/2016 10/12/2016 10/26/2016 01/17/2017 01/25/2017 01/25/2017 05/12/2017 .270 .250 .300 .280 .265 .250 .660 .640 .610 .530 .530 .530 .550 .271 .250 .301 .281 .266 .250 .664 .643 .613 .532 .532 .532 .553 %1,905,000.00 %1,820,371.15 100.105284 %2,917,727.60 1,097,356.43.165 25,000,000.00 25,000,000.00 25,000,000.00 25,000,000.00 15500,000.00 25,000,000.00 25,000,000.00 25,000,000.00 25,217,000.00 15,000,000.00 15,000,000.00 25,000,000.00 25,000,000.00 24,940,937.50 24,950,520.83 24,927,083.33 24,939,916.67 15,469,307.85 24,953,645.83 24,862,500.00 24,871,555.56 25,088,386.30 14,946,558.33 14,944,791.67 24,907,986.11 24,876,250.00 99.967000 99.992000 99.935000 99.967000 99.992000 99.990000 99.898000 99.897000 99.883000 99.767000 99.757000 99.757000 99.536000 24,991,750.00 24,998,000.00 24,983,750.00 24,991,750.00 15,498,760.00 24,997,500.00 24,974,500.00 24,974,250.00 25,187,496.11 14,965,050.00 14,963,550.00 24,939,250.00 24,884,000.00 50,812.50 47,479.17 56,666.67 51,833.33 29,452.15 43,854.17 112,000.00 102,694.44 99,109.81 18,491.67 18,758.33 31,263.89 7,750.00 .131 .049 .232 .134 .049 .060 .280 .283 .321 .547 .569 .569 .860 341. .132 .049 .233 .134 .049 .060 .282 .285 .323 .551 .573 .573 .866 A ill 294,679,439.98 99.875762 .306 FNMA BONDS 3136G14F3 FNMA 3.5YrNc6MoB 3135GOXP3 FNMA 1Yr 3133EESQ4 FNMA 1.25Yr 3135GOYE7 FNMA 1.25Yr 3135GOXP3 FNMA 10.5Mo 3136G2PM3 FNMA 5YrNc6MoB 3136G2QT7 FNMA 5YrNc6MoB 3136G2SX6 FNMA 3YrNc1YrE 12/27/2016 07/05/2016 09/06/2016 08/26/2016 07/05/2016 10/29/2020 10/29/2020 11/28/2018 3136G2SX6 FNMA 3YrNc1YrE 11/28/2018 3136G2SX6 FNMA 3YrNc1YrE 11/28/2018 3136G2WL7 FNMA 4YrNc6MoB 04/29/2020 3136G2W45 FNMA 5YrNc6MoB 01/29/2021 3136G2X44 FNMA 5YrNc6MoB 02/19/2021 3136G2XR3 FNMA 4YrNc6MoB 02/19/2020 3136G2YT8 FNMA 5YrNc6MoB 02/26/2021 3136G2ZB6 FNMA 4YrNC6MoB 03/09/2020 3136G3BX2 FNMA 4YrNc6MoB 03/09/2020 3136G3EH4 FNMA 4YrNc6MoB 03/30/2020 3136G3EE1 FNMA 3YrNc6MoB 03/29/2019 3136G3DV4 FNMA 5YrNc6MoB 03/30/2021 3136G3EM3 FNMA 3.75YrNc6MoB 12/30/2019 3136G3EM3 FNMA 3.75YrNc6MoB 12/30/2019 3136G3HL2 FNMA 4YrNc6MoB 04/07/2020 3136G3P135 FNMA 5YrNc6MoB 06/09/2021 3136G3RL1 FNMA 3.5YrNc6MoB 12/16/2019 3136G3SG1 FNMA 4.25YrNc6MoB 09/09/2020 3136G3TG0 FNMA 4YrNc6MoB 06/30/2020 3136G3SY2 FNMA 3.25YrNc6MoB 09/30/2019 .680 .375 .520 .625 .375 1.500 1.500 1.200 1.200 1.200 1.500 1.500 1.500 1.350 1.125 1.000 1.300 1.250 1.000 1.375 1.510 1.510 1.300 1.550 1.500 1.400 1.150 1.250 .665 .405 .479 .477 .375 1.500 1.500 1.200 1.200 1.200 1.500 1.500 1.500 1.350 1.125 1.000 1.300 1.250 1.000 1.375 1.510 1.510 1.300 1.550 1.500 1.400 1.150 1.250 12,000,000.00 25,000,000.00 20,255,000.00 25,000,000.00 16,597,000.00 10,000,000.00 15,855,000.00 5,000,000.00 5,000,000.00 5,000,000.00 15,000,000.00 8,770,000.00 6,500,000.00 15,000,000.00 15,000,000.00 10,000,000.00 15,000,000.00 10,000,000.00 20,000,000.00 15,000,000.00 5,000,000.00 5,000,000.00 15,000,000.00 15,000,000.00 5,000,000.00 15,000,000.00 20,000,000.00 7,500,000.00 12,006,600.00 24,991,750.00 20,265,390.82 25,044,750.00 16,597,000.00 10,000,000.00 15,855,000.00 5,000,000.00 5,000,000.00 5,000,000.00 15,000,000.00 8,770,000.00 6,500,000.00 15,000,000.00 15,000,000.00 10,000,000.00 15,000,000.00 10,000,000.00 20,000,000.00 15,000,000.00 5,000,000.00 5,000,000.00 15,000,000.00 15,000,000.00 5,000,000.00 15,000,000.00 20,000,000.00 7,500,000.00 100.078000 100.000000 100.019000 100.023000 100.000000 100.024000 100.037000 100.197000 100.197000 100.197000 100.032000 100.035000 100.064000 100.031000 100.011000 100.040000 100.049000 100.107000 100.088000 100.007000 100.085000 100.085000 100.095000 100.162000 100.017000 100.078000 100.051000 99.977000 12,009,360.00 25,000,000.00 20,258,848.45 25,005,750.00 16,597,000.00 10,002,400.00 15,860,866.35 5,009,850.00 5,009,850.00 5,009,850.00 15,004,800.00 8,773,069.50 6,504,160.00 15,004,650.00 15,001,650.00 10,004,000.00 15,007,350.00 10,010,700.00 20,017,600.00 15,001,050.00 5,004,250.00 5,004,250.00 15,014,250.00 15,024,300.00 5,000,850.00 15,011,700.00 20,010,200.00 7,498,275.00 2,760.00 8,250.00 -6,542.37 -39,000.00 0.00 2,400.00 5,866.35 9,850.00 9,850.00 9,850.00 4,800.00 3,069.50 4,160.00 4,650.00 1,650.00 4,000.00 7,350.00 10,700.00 17,600.00 1,050.00 4,250.00 4,250.00 14,250.00 24,300.00 850.00 11,700.00 10,200.00 -1,725.00 .491 .014 .186 .156 .014 4.168 4.168 2.367 2.367 2.367 3.700 4.383 4.439 3.520 4.506 3.605 3.579 3.641 2.697 4.568 3.408 3.408 3.656 4.735 3.359 4.061 3.898 3.166 .493 .014 .186 .156 .014 4.334 4.334 2.414 2.414 2.414 3.833 4.586 4.644 3.641 4.663 3.693 3.693 3.751 2.745 4.751 3.501 3.501 3.773 4.945 3.463 4.197 4.003 3.252 357,477,000.00 357,530,490.82 100.051438 357,660,879.30 130,38818 2.766 FHLB DISC NOTES 313384ZK8 FHLB DISC NOTE 07/15/2016 .380 .381 10,000,000.00 9,963,794.44 99.991833 9,999,183.33 35,388.89 .041 .041 313384E88 FHLB DISC NOTE 09/06/2016 .450 .452 25,000,000.00 24,886,562.50 99.951611 24,987,902.78 101,340.28 .185 .186 313384ZA0 FHLB DISC NOTE 07/06/2016 .390 .391 25,000,000.00 24,918,750.00 99.997083 24,999,270.83 80,520.83 .016 .016 313384C23 FHLB DISC NOTE 08/15/2016 .290 .291 25,000,000.00 24,938,375.00 99.973750 24,993,437.50 55,062.50 .126 .126 313384YV5 FHLB DISC NOTE 07/01/2016 .340 .341 25,000,000.00 24,943,097.22 100.000000 25,000,000.00 56,902.78 .003 .003 313384ZK8 FHLB DISC NOTE 07/15/2016 .340 .341 25,000,000.00 24,939,791.67 99.991833 24,997,958.33 58,166.66 .041 .041 313384YZ6 FHLB DISC NOTE 07/05/2016 .340 .341 25,000,000.00 24,942,625.00 99.997667 24,999,416.67 56,791.67 .014 .014 313384ZA0 FHLB DISC NOTE 07/06/2016 .340 .341 25,000,000.00 24,942,388.89 99.997083 24,999,270.83 56,881.94 .016 .016 313384F79 FHLB DISC NOTE 09/13/2016 .480 .482 25,000,000.00 24,898,000.00 99.946556 24,986,638.89 88,638.89 .204 .205 313384L56 FHLB DISC NOTE 10/21/2016 .558 .561 24,783,000.00 24,658,923.91 99.906667 24,759,869.20 100,945.29 .308 .310 313384J34 FHLB DISC NOTE 10/03/2016 .620 .623 25,000,000.00 24,870,833.33 99.921667 24,980,416.67 109,583.34 .258 .260 313385BB1 FHLB DISC NOTE 01/26/2017 .550 .553 25,000,000.00 24,872,048.61 99.779389 24,944,847.22 72,798.61 .572 .575 313384E21 FHLB DISC NOTE 08/31/2016 .505 .506 25,000,000.00 24,936524.31 99.955944 24,988,986.11 52,461.80 .169 .170 313385BB1 FHLB DISC NOTE 01/26/2017 .600 .603 18,000,000.00 17,901,300.00 99.779389 17,960,290.00 58,990.00 .572 .575 313397AE1 FHLB DISC NOTE 01/05/2017 .600 .603 7,000,000.00 6,964,066.67 99.801556 6,986,108.89 22,042.22 .514 .518 313385AK2 FHLB DISC NOTE 01/10/2017 .630 .633 15,000,000.00 14,920,725.00 99.796278 14,969,441.67 48,716.67 .528 .532 313385AK2 FHLB DISC NOTE 01/10/2017 .630 .633 15,000,000.00 14,920,725.00 99.796278 14,969,441.67 48,716.67 .528 .532 313384K40 FHLB DISC NOTE 10/12/2016 .445 .446 25,000,000.00 24,941,902.78 99.914167 24,978,541.67 36,638.89 .283 .285 31338513Q8 FHLB DISC NOTE 02/08/2017 .570 .573 20,000,000.00 19,904,050.00 99.765667 19,953,133.33 49,083.33 .607 .611 313385BK1 FHLB DISC NOTE 02/03/2017 .570 .573 5,000,000.00 4,976,487.50 99.770944 4,988547.22 12,059.72 .593 .597 313384F87 FHLB DISC NOTE 09/14/2016 .420 .421 25,000,000.00 24,954,791.67 99.945833 24,986,458.33 31,666.66 .207 .208 313385AE6 FHLB DISC NOTE 01/05/2017 .530 .532 5,000,000.00 4,980,272.22 99.801556 4,990,077.78 9,805.56 .515 .518 313385AJ5 FHLB DISC NOTE 01/09/2017 .530 .532 25,000,000.00 24,899,888.89 99.797333 24,949,333.33 49,444.44 .526 .529 313385AS5 FHLB DISC NOTE 01/17/2017 .530 .532 25,000,000.00 24,898,048.61 99.788889 24,947,222.22 49,173.61 .547 .551 313385AS5 FHLB DISC NOTE 01/17/2017 .530 .532 25,000,000.00 24,898,048.61 99.788889 24,947,222.22 49,173.61 .547 .551 7$ COUNTY OF RIVERISIDE TREASURER -TAX COLLECTOR 8 Month End Portfolio Holdings Maturity Yield To Per Book Market Market Unrealized Modified Years To GUSH' Description Date Coupon Maturity Value Value Price Value Gain/Loss Duration Maturity 313385BZ8 313385AV8 313385AU0 313385BX3 313385CD6 313385CD6 313385AK2 313384K40 313384K40 313385BH8 313384134 313385HM1 FHLB DISC NOTE FHLB DISC NOTE FHLB DISC NOTE FHLB DISC NOTE FHLB DISC NOTE FHLB DISC NOTE FHLB DISC NOTE FHLB DISC NOTE FHLB DISC NOTE FHLB DISC NOTE FHLB DISC NOTE FHLB DISC NOTE 02/17/2017 01/20/2017 01/19/2017 02/15/2017 02/21/2017 02/21/2017 01/10/2017 10/12/2016 10/12/2016 02/01/2017 10/03/2016 06/29/2017 .560 .530 .530 .540 .570 .570 .465 .400 .400 .520 .410 .550 .563 .532 .532 .542 .573 .573 .466 .401 .401 .522 .410 553 25,000,000.00 15,000,000.00 25,000,000.00 25,000,000.00 35,000,000.00 25,000,000.00 25,000,000.00 25,000,000.00 25,000,000.00 25,000,000.00 25,000,000.00 25,000,000.00 24,882555.56 14,939,491.67 24,901,361.11 24,889,750.00 34,833,750.00 24,883,625.00 24,933,156.25 24,968,333.33 24,968,333.33 24,919,833.33 24,971,243.06 24,860,972.22 99.756167 99.785722 99.786778 99.758278 99.751944 99.751944 99.796278 99.914167 99.914167 99.773056 99.921667 99.445000 24,939,041.67 14,967,858.33 24,946,694.44 24,939569.44 34,913,180.56 24,937,986.11 24,949,069.44 24,978541.67 24,978541.67 24,943,263.89 24,980,416.67 24,861,250.00 56,486.11 28,366.66 45,333.33 49,819.44 79,430.56 54,361.11 15,913.19 10,208.34 10,208.34 23,430.56 9,173.61 277.78 .632 .556 .553 .626 .642 .642 .529 .284 .284 .588 .259 .991 .636 .559 .556 .630 .647 .647 .532 .285 .285 .592 .260 .997 FHLB BONDS 313383CP4 FHLB 5YrNc3MoB 313383CP4 FHLB 5YrNc3MoB 313383CP4 FHLB 5YrNc3MoB 313383CP4 FHLB 5YrNc3MoB 313383EP2 FHLB 5YrNc3MoB 3130A5M30 FHLB 2YrNc1YrE 3130A64L8 FHLB 1Yr 3130A66H5 FHLB 2.5YrNc1YrE 3130A67G6 FHLB 3.25YrNc1YrE 3130A6BD8 FHLB 1YrNc7MoE 3130A6R74 FHLB 1YrNc3MoB 3130A6V95 FHLB 2Yr 3130A6VS3 FHLB 1Yr 3130A6W94 FHLB 3YrNc1YrE 3130A6ZW0 FHLB 3.25YrNc6MoB 3130A7BY0 FHLB 1YrNc3MoB 3130A1NN4 FHLB 1.5Yr 3130A7H57 FHLB 2.5YrNc1YrE 3130A7GQ2 FHLB 2.5YrNc6MoE 3130A7PV1 FHLB 5Yr 3130A7PU3 FHLB 4Yr 3130A7TT2 FHLB 1YrNc3MoB 3130A7TT2 FHLB 1YrNc3MoB 3130A7TT2 FHLB 1YrNc3MoB 3130A8JR5 FHLB 1YrNc3MoB 3130A8L35 FHLB 1YrNc7MoE 3130A8L35 FHLB 1YrNc7MoE 3130A8L35 FHLB 1YrNc7MoE FFCB DISC NOTES 313312ZV5 FFCB DISC NOTE 313312ZV5 FFCB DISC NOTE 313312E30 FFCB DISC NOTE 313312E30 FFCB DISC NOTE 313312E70 FFCB DISC NOTE 313312D80 FFCB DISC NOTE 313312F62 FFCB DISC NOTE 313312ZX1 FFCB DISC NOTE 313312ZX1 FFCB DISC NOTE 313312ZZ6 FFCB DISC NOTE 313312E97 FFCB DISC NOTE 313312ZA1 FFCB DISC NOTE 3133121(58 FFCB DISC NOTE 313312ZY9 FFCB DISC NOTE 3133121(90 FFCB DISC NOTE 3133121(90 FFCB DISC NOTE 3133121(90 FFCB DISC NOTE 313312U40 FFCB DISC NOTE 313313AT5 FFCB DISC NOTE 313313CE6 FFCB DISC NOTE 313313AT5 FFCB DISC NOTE 313313BY3 FFCB DISC NOTE 313313AM0 FFCB DISC NOTE 313313AM0 FFCB DISC NOTE 313313AM0 FFCB DISC NOTE 313313AM0 FFCB DISC NOTE 31331313).6 FFCB DISC NOTE 31331313).6 FFCB DISC NOTE 31331313J6 FFCB DISC NOTE 31331313J6 FFCB DISC NOTE 313313BC1 FFCB DISC NOTE 313313BC1 FFCB DISC NOTE 313313BV9 FFCB DISC NOTE 313313BR8 FFCB DISC NOTE 313313BZ0 FFCB DISC NOTE 313313FK9 FFCB DISC NOTE 313313GH5 FFCB DISC NOTE 313313BW7 FFCB DISC NOTE 313313GH5 FFCB DISC NOTE 06/19/2018 06/19/2018 06/19/2018 06/19/2018 06/20/2018 07/06/2017 07/28/2016 02/26/2018 11/26/2018 09/09/2016 11/25/2016 12/01/2017 12/14/2016 12/28/2018 04/29/2019 02/17/2017 05/24/2017 09/28/2018 09/28/2018 04/05/2021 04/06/2020 04/28/2017 04/28/2017 04/28/2017 06/30/2017 07/20/2017 07/20/2017 07/20/2017 07/25/2016 07/25/2016 09/01/2016 09/01/2016 09/13/2016 08/29/2016 09/12/2016 07/27/2016 07/27/2016 07/29/2016 09/07/2016 07/06/2016 10/13/2016 07/28/2016 10/17/2016 10/17/2016 10/17/2016 12/23/2016 01/18/2017 02/22/2017 01/18/2017 02/16/2017 01/12/2017 01/12/2017 01/12/2017 01/12/2017 02/02/2017 02/02/2017 02/02/2017 02/02/2017 01/27/2017 01/27/2017 02/13/2017 02/09/2017 02/17/2017 05/10/2017 06/01/2017 02/14/2017 06/01/2017 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.000 1.250 1.250 .910 .910 .375 .396 1.100 1.100 1.300 1.310 .510 .469 .550 .550 1.020 1.020 .750 .811 1.360 1.360 1.550 1.550 .720 .720 .875 .728 1.100 1100 1.125 1.125 1.375 1.390 1.200 1.210 .650 .650 .650 .650 .650 .650 .650 .650 .750 .750 .750 .750 .750 .750 .410 .412 .410 .412 .440 .442 .440 .442 .360 .361 .330 .331 .340 .341 .310 .311 .310 .311 .310 .311 .340 .341 .300 .301 .460 .462 .390 .391 .650 .653 .650 .653 .650 .653 .550 .553 .560 .563 .600 .603 .540 .542 .560 .563 .530 .532 .530 .532 .530 .532 .530 .532 .550 .552 .550 .552 .550 .552 .550 .552 .530 .532 .530 .532 .560 .563 .550 .552 .500 .502 .610 .613 .570 .573 .460 .461 .570 .573 819,783,000.00 816,824,426.69 99.855502 818,598,430.58 1,774,003.89 .383 750,000.00 750,000.00 750,000.00 1,500,000.00 3,719,720.08 10,000,000.00 9,700,000.00 15,000,000.00 10,000,000.00 10,000,000.00 25,000,000.00 10,000,000.00 15,370,000.00 15,000,000.00 10,000,000.00 25,000,000.00 25,000,000.00 5,000,000.00 15,000,000.00 5,000,000.00 10,000,000.00 25,000,000.00 15,000,000.00 10,000,000.00 50,000,000.00 15,000,000.00 25,000,000.00 10,000,000.00 372,539,720.08 15,000,000.00 25,000,000.00 25,000,000.00 25,000,000.00 50,000,000.00 25,000,000.00 25,000,000.00 25,000,000.00 25,000,000.00 25,000,000.00 25,000,000.00 9,500,000.00 25,000,000.00 25,000,000.00 10,000,000.00 25,000,000.00 15,000,000.00 27,000,000.00 15,000,000.00 10,000,000.00 25,000,000.00 25,000,000.00 15,000,000.00 10,000,000.00 15,000,000.00 10,000,000.00 20,000,000.00 10,000,000.00 15,000,000.00 15,000,000.00 20,000,000.00 20,000,000.00 25,000,000.00 25,000,000.00 5,000,000.00 25,000,000.00 15,000,000.00 20,000,000.00 25,000,000.00 750,000.00 750,000.00 750,000.00 1,500,000.00 3,719,720.08 10,000,000.00 9,697,963.00 15,000,000.00 9,996,800.00 10,004,300.00 25,000,000.00 10,000,000.00 15,360,624.30 15,000,000.00 10,000,000.00 25,000,000.00 25,046,250.00 5,000,000.00 15,000,000.00 4,996,350.00 9,996,000.00 25,000,000.00 15,000,000.00 10,000,000.00 50,000,000.00 15,000,000.00 25,000,000.00 10,000,000.00 372,568,007.38 14,940,208.50 24,900,631.94 24,888,472.22 24,889,083.33 49,832,000.00 24,926,895.83 24,921,375.00 24,939,506.94 24,939,506.94 24,939,291.67 24,923,972.22 9,479,654.17 24,890,430.56 24,927,958.33 9,950,166.67 24,877,222.22 14,926,333.33 26,874,600.00 14,933,033.33 9,946,333.33 24,895,375.00 24,880,611.11 14,941,037.50 9,960,838.89 14,941,258.33 9,960,838.89 19,912,305.56 9,956,305.56 14,934,458.33 14,934,458.33 19,918,733.33 19,919,027.78 24,888,777.78 24,893,437.50 4,983,194.44 24,864,020.83 14,919,963.00 19,941,222.22 24,866,604.17 100.022000 100.022000 100.022000 100.022000 100.142000 100.005000 100.008000 100.042000 100.099000 100.026000 100.009000 100.558000 100.135000 100.326000 100.061000 100.030000 100.271000 100.167000 100.092000 100.880000 100.652000 99.959000 99.959000 99.959000 100.020000 100.089000 100.089000 100.089000 100.107527 99.989000 99.989000 99.952000 99.952000 99.942000 99.959000 99.943000 99.988000 99.988000 99.987000 99.947000 99.998000 99.896000 99.987000 99.892000 99.892000 99.892000 99.806000 99.766000 99.712000 99.766000 99.719000 99.773000 99.773000 99.773000 99.773000 99.736000 99.736000 99.736000 99.736000 99.807000 99.807000 99.723000 99.727000 99.718000 99.539000 99.488000 99.721000 99.488000 750,165.00 750,165.00 750,165.00 1,500,330.00 3,725,002.08 10,000,500.00 9,700,776.00 15,006,300.00 10,009,900.00 10,002,600.00 25,002,250.00 10,055,800.00 15,390,749.50 15,048,900.00 10,006,100.00 25,007,500.00 25,067,750.00 5,008,350.00 15,013,800.00 5,044,000.00 10,065,200.00 24,989,750.00 14,993,850.00 9,995,900.00 50,010,000.00 15,013,350.00 25,022,250.00 10,008,900.00 372,940,302.58 14,998,350.00 24,997,250.00 24,988,000.00 24,988,000.00 49,971,000.00 24,989,750.00 24,985,750.00 24,997,000.00 24,997,000.00 24,996,750.00 24,986,750.00 9,499,810.00 24,974,000.00 24,996,750.00 9,989,200.00 24,973,000.00 14,983,800.00 26,947,620.00 14,964,900.00 9,971,200.00 24,941500.00 24,929,750.00 14,965,950.00 9,977,300.00 14,965,950.00 9,977,300.00 19,947,200.00 9,973,600.00 14,960,400.00 14,960,400.00 19,961,400.00 19,961,400.00 24,930,750.00 24,931,750.00 4,985,900.00 24,884,750.00 14,923,200.00 19,944,200.00 24,872,000.00 165.00 165.00 165.00 330.00 5,282.00 500.00 2,813.00 6,300.00 13,100.00 -1,700.00 2,250.00 55,800.00 30,125.20 48,900.00 6,100.00 7,500.00 21,500.00 8,350.00 13,800.00 47,650.00 69,200.00 -10,250.00 -6,150.00 -4,100.00 10,000.00 13,350.00 22,250.00 8,900.00 372,295.20 58,141.50 96,618.06 99,527.78 98,916.67 139,000.00 62,854.17 64,375.00 57,493.06 57,493.06 57,458.33 62,777.78 20,155.83 83569.44 68,791.67 39,033.33 95,777.78 57,466.67 73,020.00 31,866.67 24,866.67 46,125.00 49,138.89 24,912.50 16,461.11 24,691.67 16,461.11 34,894.44 17,294.44 25,941.67 25,941.67 42,666.67 42,372.22 41,972.22 38,312.50 2,705.56 20,729.17 3,237.00 2,977.78 5,395.83 1.947 1.947 1.947 1.947 1.942 1.005 .077 1.630 2.358 .194 .404 1.405 .455 2.444 2.752 .627 .895 2.205 2.204 4.581 3.662 .823 .823 .823 .995 1.046 1.046 1.046 Yl .068 .068 .172 .172 .205 .164 .202 .074 .074 .079 .188 .016 .286 .076 .296 .296 .296 .479 .550 .645 .550 .629 .534 .534 .534 .534 .591 .591 .591 .591 .575 .575 .621 .610 .632 .854 .915 .624 .915 1.970 1.970 1.970 1.970 1.973 1.016 .077 1.660 2.408 .195 .405 1.422 .458 2.496 2.830 .636 .899 2.247 2.247 4.767 3.770 .827 .827 .827 1.000 1.055 1.055 1.055 .068 .068 .173 .173 .205 .164 .203 .074 .074 .079 .189 .016 .288 .077 .299 .299 .299 .482 .553 .649 .553 .633 .537 .537 .537 .537 .595 .595 .595 .595 .578 .578 .625 .614 .636 .860 .921 .627 .921 791500,000.00 788,359,145.41M1 99.834565 790,190,580.00 .393 FFCB BONDS 3133EDXQ0 FFCB 5Yr 10/10/2019 .515 .515 15,000,000.00 15,000,000.00 99.429000 14,914,350.00-85,650.00 3.264 3.279 3133EDXQ0 FFCB 5Yr 10/10/2019 .515 .515 25,000,000.00 25,000,000.00 99.429000 24,857,250.00-142,750.00 3.264 3.279 3133EDXQ0 FFCB 5Yr 10/10/2019 .515 .523 10,000,000.00 9,997,560.00 99.429000 9,942,900.00-54,660.00 3.264 3.279 3133EEZB9 FFCB 1.25Yr 09/16/2016 .450 .450 10,000,000.00 10,000,000.00 100.002000 10,000,200.00 200.00 .213 .214 3133EEZR4 FFCB 2Yr 04/21/2017 .600 .600 10,000,000.00 10,000,000.00 100.008000 10,000,800.00 800.00 .804 .808 3133EEJ43 FFCB 2Yr 05/08/2017 .650 .680 15,000,000.00 14,991,000.00 100.044000 15,006,600.00 15,600.00 .851 .855 3133EE3Y4 FFCB 1.5Yr 01/13/2017 .500 .500 10,000,000.00 10,000,000.00 99.995000 9,999,500.00-500.00 .534 .540 3133EE6A3 FFCB 1.5Yr 02/06/2017 .590 .590 10,000,000.00 10,000,000.00 100.033000 10,003,300.00 3,300.00 .597 .605 3133EE6A3 FFCB 1.5Yr 02/06/2017 .590 .590 10,000,000.00 10,000,000.00 100.033000 10,003,300.00 3,300.00 .597 .605 3133EE6A3 FFCB 1.5Yr 02/06/2017 .590 .635 15,000,000.00 14,989,950.00 100.033000 15,004,950.00 15,000.00 .597 .605 3133EFHH3 FFCB 3YrNc3MoA 10/15/2018 1.110 1.110 5,000,000.00 5,000,000.00 100.002000 5,000,100.00 100.00 2.252 2.293 3133EFEM5 FFCB 2Yr 09/25/2017 .900 .650 25,250,000.00 25,371,578.75 100.338000 25,335,345.00-36,233.75 1.225 1.238 3133EEN48 FFCB 2Yr 05/22/2017 .625 .547 15,650,000.00 15,669,343.40 100.015000 15,652,347.50-16,995.90 .890 .893 3133EFJK4 FFCB 1.25Yr 01/13/2017 .430 .449 24,000,000.00 23,994,480.00 99.957000 23,989,680.00-4,800.00 .534 .540 3133EFKR7 FFCB 1.5 Yr 04/21/2017 .500 .533 25,000,000.00 24,987,765.25 99.928000 24,982,000.00-5,765.25 .805 .808 79 COUNTY OF RIVERISIDE TREASURER -TAX COLLECTOR 9 Month End Portfolio Holdings Maturity Yield To Per Book Market Market Unrealized Modified Years To CUMP Description Date Coupon Maturity Value Value Price Value Gain/Loss Duration Maturity 3133EFLN5 3133EFLM7 3133EFNK9 3133EFNK9 3133EFQJ9 3133EFE52 3133EFE52 3133EFM61 3133EFP84 3133EFT56 3133EFV38 3133EF2Z9 3133EF5D5 3133EGCE3 3133EGCE3 FFCB 1Yr FFCB 1.5Yr FFCB 2Yr FFCB 2Yr FFCB 3Yr FFCB 3Yr FFCB 3Yr FFCB 2.5Yr FFCB 3 Yr FFCB 4Yr FFCB 3YrNc1YrA FFCB 4Yr FFCB 4YrNc1YrA FFCB 5Yr FFCB5Yr FMAC DISC NOTES 31315KD49 FAMCA DISC NOTE 31315KK90 FAMCA DISC NOTE 31315KJ35 FAMCA DISC NOTE 31315KJ35 FAMCA DISC NOTE 31315LAT5 FAMCA DISC NOTE 31315LBA5 FAMCA DISC NOTE 31315LAC2 FAMCA DISC NOTE 11/28/2016 03/27/2017 02/09/2018 02/09/2018 11/23/2018 02/25/2019 02/25/2019 09/17/2018 04/04/2019 04/01/2020 03/29/2019 04/13/2020 04/27/2020 05/25/2021 05/25/2021 08/25/2016 10/17/2016 10/03/2016 10/03/2016 01/18/2017 01/25/2017 01/03/2017 .450 .520 .526 .526 .571 .723 .723 .666 .663 .692 1.250 .692 1.420 .723 .723 .345 .720 .700 .700 .680 .550 .540 .450 .520 .526 .526 .546 .723 .723 .666 .663 .692 1.250 .692 1.420 .723 .723 .346 .725 .704 .704 .684 .552 .501 FARMER MAC 31315P2K4 FAMCA 3Yr 3132X0AY7 FAMCA 1Yr 3132X0CY5 FAMCA 1Yr 3132X0ED9 FAMCA 3Yr 3132X0EV9 FAMCA 3Yr 09/05/2017 07/07/2016 02/23/2017 03/19/2019 07/26/2019 1.120 410 500 717 .776 1.120 410 500 717 .776 15,000,000.00 10,000,000.00 15,000,000.00 20,000,000.00 10,000,000.00 15,000,000.00 5,000,000.00 5,000,000.00 25,000,000.00 25,000,000.00 10,310,000.00 50,000,000.00 7,700,000.00 10,000,000.00 10,000,000.00 40,000,000.00 10,000,000.00 15,000,000.00 25,000,000.00 20,000,000.00 20,000,000.00 25,000,000.00 55,000,000.00 8,850,000.00 25,000,000.00 25,000,000.00 10,000,000.00 15,000,000.00 15,000,000.00 10,000,000.00 15,000,000.00 20,000,000.00 10,006,056.38 15,000,000.00 5,000,000.00 5,000,000.00 25,000,000.00 25,000,000.00 10,310,000.00 50,000,000.00 7,700,000.00 10,000,000.00 10,000,000.00 458,017,733.78 39,882,316.67 9,937,400.00 14,918,625.00 24,864,375.00 19,884,022.22 19,923,611.11 24,931,944.44 54,342,294A4 8,850,000.00 25,000,000.00 25,000,000.00 10,000,000.00 15,000,000.00 99.994000 99.963000 99.907000 99.907000 99.834000 100.106000 100.106000 100.110000 99.884000 99.874000 100.178000 99.907000 100.264000 99.856000 99.856000 99.927595 99.962000 99.892000 99.906000 99.906000 99.766000 99.757000 99.783000 14,999,100.00 9,996,300.00 14,986,050.00 19,981,400.00 9,983,400.00 15,015,900.00 5,005,300.00 5,005,500.00 24,971,000.00 24,968,500.00 10,328,351.80 49,953,500.00 7,720,328.00 9,985,600.00 9,985,600.00 457,578,452.30 99.662419 100.600000 100.003000 99.970000 99.914000 99.993000 39,984,800.00 9,989,200.00 14,985,900.00 24,976,500.00 19,953,200.00 19,951,400.00 24,945,750.00 54,786,750.00 8,903,100.00 25,000,750.00 24,992,500.00 9,991,400.00 14,998,950.00 -900.00 -3,700.00 -13,950.00 -18,600.00 -22,656.38 15,900.00 5,300.00 5,500.00 -29,000.00 -31500.00 18,351.80 -46,500.00 20,328.00 -14,400.00 -14,400.00 439,281M 102,483.33 51,800.00 67,275.00 112,125.00 69,177.78 27,788.89 13,805.56 444/155 53,100.00 750.00 -7,500.00 -8,600.00 -1,050.00 .412 .738 1.604 1.604 2.386 2.626 2.626 2.197 2.734 3.702 2.684 3.734 3.701 4.817 4.817 .153 .296 .258 .258 .549 .569 .509 .414 .740 1.614 1.614 2.400 2.658 2.658 2.216 2.762 3.756 2.745 3.789 3.827 4.904 4.904 .153 .299 .260 .260 .553 .573 .512 1.166 .019 .644 2.694 3.029 1.184 .019 .652 2.718 3.071 MUNI ZERO CPNS 91411SGF1 UC REGENTS 91411SJN1 UC REGENTS .614 .614 83,850,000.00 83,850,000.00 100.043769 83,886,700.00 �3�.00 1.184 1.198 07/15/2016 .570 .571 23,000,000.00 22,961,034.17 99.977833 22,994,901.59 33,867.42 .041 .041 09/22/2016 .500 .501 50,000,000.00 49,936,805.56 99.884722 49,942,361.00 5,555.44 .229 .230 2 373_ 73�pp,ppp,00 72,897,839.73 99.914058 72,937,26259 39,422.86 .170 MUNI BONDS 20772JL34 CONNECTICUT ST 08/01/2018 2.250 1.398 25,000,000.00 25,613,250.00 102.554000 25,638,500.00 25,250.00 2.020 2.088 20772JK92 CONNECFICUT ST 08/01/2016 2.000 .600 23,000,000.00 23,304,520.00 100.122000 23,028,060.00-276,460.00 .087 .088 93974DSZ2 WASHINGTON STATE 08/01/2017 .830 .830 12,885,000.00 12,885,000.00 100.394000 12,935,766.90 50,766.90 1.077 1.088 882723A33 TEXAS ST 10/01/2019 1.497 1.497 5,000,000.00 5,000,000.00 101.035000 5,051,750.00 51,750.00 3.155 3.255 882723ZZ5 TEXAS ST 10/01/2017 .723 .723 7,500,000.00 7,500,000.00 100.324000 7524,300.00 24,300.00 1.243 1.255 13063CXT2 CALIFORNIA STATE 11/01/2016 .500 .401 55,960,000.00 56,014,840.80 99.957000 55,935,937.20-78,903.60 .339 .340 13063CFD7 CALIFORNIA STATE 11/01/2016 1.250 .642 15,000,000.00 15,062,100.00 100.171000 15,025,650.00-36,450.00 .338 .340 13063CFD7 CALIFORNIA STATE 11/01/2016 1.250 .642 5,000,000.00 5,020,700.00 100.171000 5,008,550.00-12,150.00 .338 .340 677522HV9 OHIO STATE 05/01/2017 1.250 .741 9,215,000.00 9,268,354.85 100.645000 9,274,436.75 6,081.90 .830 .836 677522HW7 OHIO STATE 05/01/2018 1.250 .940 9,535,000.00 9,597,549.60 101.174000 9,646,940.90 49,391.30 1.809 1.836 419792JG2 HAWAII STATE 04/01/2019 1.380 1.380 4,990,000.00 4,990,000.00 101.512000 5,065,448.80 75,448.80 2.685 2.753 419792JH0 HAWAII STATE 04/01/2020 1.660 1.660 5,055,000.00 5,055,000.00 101.418000 5,126,679.90 71,679.90 3.611 3.756 4197921E7 HAWAII STATE 04/01/2017 1.000 .851 4,890,000.00 4,896,992.70 100.418000 4,910,440.20 13,447.50 .747 .753 4197921E4 HAWAII STATE 04/01/2018 1.250 1.160 4,925,000.00 4,933,569.50 101.034000 4,975,924.50 42,355.00 1.725 1.753 76222RUK6 RHODE ISLAND STATE 05/01/2018 1.250 1.010 2,595,000.00 2,607,144.60 100.956000 2,619,808.20 12,663.60 1.809 1.836 76222RUJ9 RHODE ISLAND STATE 05/01/2017 .750 .720 2,580,000.00 2,580,748.20 100.180000 2584,644.00 3,895.80 .831 .836 76222RUM2 RHODE ISLAND STATE 05/01/2020 1.625 1.520 2,660,000.00 2,670,719.80 101.694000 2,705,060.40 34,340.60 3.699 3.838 76222RUL4 RHODE ISLAND STATE 05/01/2019 1.375 1.220 2,625,000.00 2,636,838.75 101.459000 2,663,298.75 26,460.00 2.769 2.836 13063CP79 CALIFORNIA STATE 04/01/2018 .900 1.127 41,290,000.00 41,120,711.00 100.098000 41,330,464.20 209,753.20 1.732 1.753 13063CP61 CALIFORNIA STATE 04/01/2017 1.500 .767 8,245,000.00 8,295,129.60 100.651000 8,298,674.95 3,545.35 .747 .753 COMM PAPER 89233GLM6 TOYOTA MOTOR CORP 11/21/2016 89233GJT4 TOYOTA MOTOR CORP 09/27/2016 64105GH31 NESTLE 08/03/2016 64105GH49 NESTLE 08/04/2016 64105GH49 NESTLE 08/04/2016 64105013 NESTLE 09/01/2016 64105013 NESTLE 09/01/2016 64105GKC7 NESTLE 10/12/2016 64105GKC7 NESTLE 10/12/2016 64105GH49 NESTLE 08/04/2016 89233GHF6 TOYOTA MOTOR CORP 08/15/2016 89233GHF6 TOYOTA MOTOR CORP 08/15/2016 64105GJD7 NESTLE 09/13/2016 247,950,000.00 249,053,169.40 100.564765 249,350,335.65 � r rea r rav .910 .916 50,000,000.00 49,660,013.89 99.749750 49,874,875.00 214,861.11 .391 .395 .783 .783 48,000,000.00 47,810,720.00 99.887556 47,946,026.67 135,306.67 .242 .244 .520 .521 20,000,000.00 19,963,311.11 99.962417 19,992,483.33 29,172.22 .093 .093 .560 .561 30,000,000.00 29,943,066.67 99.961278 29,988,383.33 45,316.66 .095 .096 .560 .561 30,000,000.00 29,943,066.67 99.961278 29,988,383.33 45,316.66 .095 .096 .560 .561 30,000,000.00 29,930,466.67 99.920778 29,976,233.33 45,766.66 .172 .173 .560 .561 20,000,000.00 19,953,644.44 99.920778 19,984,155.56 30,511.12 .172 .173 .600 .602 13,264,000.00 13,223,986.93 99.842639 13,243,127.62 19,140.69 .283 .285 .600 .602 27,000,000.00 26,918,550.00 99.842639 26,957,512.50 38,962.50 .283 .285 .570 .571 49,700,000.00 49,612,652.25 99.961278 49,680,755.06 68,102.81 .095 .096 .550 .551 48,000,000.00 47,934,000.00 99.948750 47,975,400.00 41,400.00 .125 .126 .550 .551 42,000,000.00 41,942,250.00 99.948750 41,978,475.00 36,225.00 .125 .126 .520 .521 20,000,000.00 19,974,000.00 99.905444 19,981,088.89 7,088.89 .204 .205 93114EGR2 WAL-MART 07/25/2016 .380 .380 85,300,000.00 85,265,785.22 99.972667 85,276,684.67 10,899.45 .068 .068 93114EGR2 WAL-MART 07/25/2016 .400 .400 61,250,000.00 61,228,902.78 99.972667 61,233,258.33 4,355.55 .068 .068 574,514,000.00 573,304,416.63 99.923909 574,076,842.62 77M.99 .154 .156 Total Fund .690 6,513,445,720.08 6,504,638,893.37 100.014592 6,514,3%,169.33 9,757,275.96 1.116 1.145 Grand Total .690 6,513,445,720.08 6,504,638,893.37 100.014592 6,514,396,169.33 9,757,275.96 1.116 1.145 $0 COUNTY OF RIVERISIDE TREASURER -TAX COLLECTOR 10 Full Compliance The Treasurer's Pooled Investment Fund was in FULL COMPLIANCE with the Treasurer's Statement of Investment Policy. The County's Investment Policy is more restrictive than the Califor- nia Government Code. This policy is reviewed annually by the County's Investment Oversight Committee and approved by the County Board of Supervisors. Investment Category MUNICIPAL BONDS (MUNI) U.S. TREASURIES LOCAL AGENCY OBLIGATIONS (LAO) FEDERAL AGENCIES COMMERCIAL PAPER (CP) CERTIFICATE & TIME DEPOSITS (NCD & TCD) REPURCHASE AGREEMENTS (REPO) REVERSE REPOS MEDIUM TERM NOTES (MTNO) CALTRUST SHORT TERM FUND MONEY MARKET MUTUAL FUNDS (MMF) LOCAL AGENCY INVESTMENT FUND (LAIF) CASH/DEPOSIT ACCOUNT GOVERNMENT CODE Maximum Authorized S&P/ Maturity % Limit Moody' 5 YEARS NO LIMIT NA 5 YEARS NO LIMIT NA 5 YEARS NO LIMIT NA 5 YEARS NO LIMIT AAA 270 DAYS 40% Al/Pl 5 YEARS 30% NA 1 YEARS NO LIMIT NA 92 DAYS 20% NA 5 YEARS 30% A NA NA NA 60 DAYS (I) 20% AAA/Aaa (2) NA NA NA NA NA NA COUNTY INVESTMENT POLICY Maximum liketurity Authorized % Limit 3 YEARS 15% S&P/ Moody's AA-/Aa3/AA- 5 YEARS 100% NA 3 YEARS 2.5% INVESTMENT GRADE 5 YEARS 100% NA 270 DAYS 40% A1/Pl/F1 1 YEAR 25% Combined A1/P1/F1 45 DAYS 40% max, 25% in term repo over 7 days A1/P1/F1 60 DAYS 10% NA 3 YEARS 20% AA/Aa2/AA DAILY 1.0% LIQUIDITY NA DAILY 20% LIQUIDITY AAA by 2 Of 3 RATINGS AGC. DAILY Max $50 million LIQUIDITY NA NA NA NA I 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. Actual 4.95% 6.54% 0.00% 70.52% 8.81% 0.00% 0.00% 0.00% 0.00% 0.83% 4.20% 0.00% 4.15% # to 101110111111111FAIWThrlfer...- 1111111111Pliji THIS COMPLETES THE REPORT REQUIREMENTS OF CALIFORNIA GOVERNMENT CODE 53646 COUNTY OF RIVERSIDE TREASURER -TAX COLLECTOR 81 11 AGENDA ITEM 7E RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: September 14, 2016 TO: Riverside County Transportation Commission FROM: Audit Ad Hoc Committee Theresia Trevino, Chief Financial Officer THROUGH: Anne Mayer, Executive Director SUBJECT: Fiscal Year 2014/15 Transportation Development Act and Measure A Audit Results AUDIT AD HOC COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to receive and file the Transportation Development Act (TDA) and Measure A audit results report for Fiscal Year 2014/15. BACKGROUND INFORMATION: In May 2011, Thompson, Cobb, Bazilio & Associates, P.C. (TCBA) and Macias Gini O'Connell LLP (MGO) were selected to perform the financial and compliance audits and agreed -upon procedures (audits) of Riverside County's TDA claimants and Measure A recipients, respectively, except for the Riverside Transit Agency (RTA), SunLine Transit Agency (SunLine), and the city of Beaumont (Beaumont). The RTA and SunLine audits were completed by their respective auditors; Beaumont's audit has not been issued. The FY 2014/15 audits represent the fifth year TCBA and MGO performed these audits for the Commission. The firms and the other agencies' auditors completed the audits of and issued the audit reports, except for Beaumont, which the audit is pending. The following is a summary of the 51 audits performed (excludes Beaumont): Funding Type Type of Procedure TCBA (Western County) MGO (Eastern Other County & Auditors Riv. Co.) Total TDA Article 3 Financial and compliance audit 5 1 0 6 (bicycle and pedestrian projects) TDA Article 4 Financial and compliance audit 3 1 2 6 (transit) Measure A specialized transit Agreed -upon procedures 11 0 0 11 Measure A local streets and roads Agreed -upon procedures 17 11 0 28 Based on a review of the reports, the following are highlights of the results of these audits. Staff will follow up on matters noted as necessary and the completion of the Beaumont transit audit. Agenda Item 7E 82 TDA Article 3 (Bicycle and Pedestrian Projects) • Five jurisdictions — the cities of Cathedral City, Corona, Desert Hot Springs, Indio and Lake Elsinore — had fund balances as of June 30, 2014, aggregating approximately $2,300. These cities had no new activity in the current year; therefore, no audits were conducted. However, staff will continue to monitor these balances and work with the respective jurisdictions to ensure such fund balances are cleared appropriately. TDA Article 4 (Transit) • All transit operators with completed audits met the fare ratio requirement. • Three transit operators (cities of Corona, Riverside, and RTA) restated their beginning net position as a result of prior period adjustments aggregating $17,237,354 related to restatements of the net pension obligation due to the implementation of Governmental Accounting Standards Board Statement No. 68. • The report on compliance and internal control related to federal awards for SunLine included one compliance finding related to subrecipient monitoring. Management responded it will implement reviews for subrecipients and follow up on deficiencies. • The report on the status of prior year SunLine's findings related to internal control and compliance matters indicated that all matters have been resolved. Measure A Specialized Transit • All agencies met or substantially met total match requirements, including requirements which were adjusted based on partial Measure A funding. • Two agencies — Care -A -Van and Riverside County Regional Medical Center — receiving Measure A and federal funds did not have certain written policies required by the federal funds; however, no instances of noncompliance were noted. • One agency, Inland Aids Project had potential excess funds approximating $5,900 as of June 30, 2015, the Commission may request be returned or may approve to be carried over if requested by the agency. • Minor testing discrepancies were noted during the procedures performed at Inland Aids Project and United States Veterans Initiative that have been noted and waived. Measure A Local Streets and Roads • Four jurisdictions — the cities of Blythe, Calimesa, Murrieta, and San Jacinto — met their maintenance of effort (MOE) requirements using the prior year carryover, as permitted under the MOE Guidelines. • Eight jurisdictions — the cities of Blythe, Calimesa, Eastvale, Murrieta, Norco, Palm Desert, Palm Springs, and San Jacinto — have fund balances in excess of three years of revenues. The Commission policy suggests such amounts should not exceed three years. • Two jurisdictions —the city of Calimesa and the County of Riverside — recorded overhead costs in excess of 8 percent of revenues. The Commission's policy states overhead Agenda Item 7E 83 should not exceed 8 percent of revenues; however, the County of Riverside's overhead allocation is based on an approved indirect cost rate. • Five jurisdictions — the cities of Banning, Cathedral City, Perris, San Jacinto and the County of Riverside — expended Measure A funds on project or indirect costs that were not included on the approved five-year capital improvement plans (CIPs). The jurisdictions may be required to amend their CIPs. Attached is the summary of transportation and transit fund operations and related audit results for the various types of TDA (Articles 3 and 4) and Measure A (specialized transit and local streets and roads) funding. Each schedule provides information for each claimant and recipient regarding the revenues, expenditures/expenses, and change in fund balance/net assets for the year ended June 30, 2015, and other financial and compliance information. Attachments: 1) FY 2014/15 Transportation Development Act Article 3 Schedule 2) FY 2014/15 Transportation Development Act Article 4 Schedule 3) FY 2014/15 Measure A Specialized Transit Schedule 4) FY 2014/15 Measure A Local Streets and Roads Schedule Agenda Item 7E 84 ATTACHMENT 1 Transportation Development Act Article 3 Schedule Year Ended June 30, 2015 Desert Cathedral Hot Lake San County of Banning City* Corona* Springs* Hemet Indio* Elsinore* Riverside Jacinto Wildomar Riverside Revenues: Intergovernmental allocations: Article 3 $ 155,046 $ 105,023 $ 280,021 $ 30,000 $ 288,623 $ 619,500 Other - Interest income 31 - - - - 40 Total revenues 155,077 105,023 280,021 30,000 288,623 619,540 Total expenditures 294 66,500 413,821 38,829 659,526 Excess (deficiency) of revenues over (under) expenditures 154,783 - 38,523 - - (133,800) 30,000 249,794 (39,986) Transfers in (out) 169 Excess (deficiency) of revenues and transfers in over (under) expenditures 154,952 - - 38,523 - (133,800) 30,000 249,794 (39,986) Prior period adjustment 500 8,013 9,680 - - Fund balances at beginning of year (142,135) 49 168 (3,091) (46,536) 178 5,013 2,181 (30,000) (263,535) 39,986 Fund balances at end of year $ 13,317 $ 49 $ 168 $ (3,091) $ - $ 178 $ 5,013 $ (121,939) $ - $ (13,741) $ Deferred revenues at end of year Due to RCTC Source: 2015 Financial Statements $ $ $ 133,800 $ - $ 13,741 $ $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ * No current year activity. Fund balance represents amount as of June 30, 2014. Section 99234 8/15/2016 85 ATTACHMENT 2 Transportation Development Act Article 4 Schedule Year Ended June 30, 2015 Banning Beaumont2 Corona Riverside PWTA RTA' SunLine' Total operating revenues $ 153,212 Operating expenses: Depreciation and amortization 277,490 Other operating expenses 1,543,847 Total operating expenses 1,821,337 Operating loss (1,668,125) Nonoperating revenues (expenses): Grants: Local Transportation Funds 1,498,145 State Transit Assistance 12,003 Federal Measure A specialized transit Proposition 1 B Other Interest income 1,068 Interest expense Gain (loss) on sale of property Other 20,764 Total nonoperating revenue (expense) 1,531,980 Net increase (decrease) (136,145) Prior period adjustment3 Net assets at beginning of year 423,631 Net assets at end of year $ 287,486 Deferred revenue at end of year: Operating Capital Total deferred revenue at end of year $ 432,281 $ 384,631 $ 140,247 $ 11,244,623 $ 6,038,644 307,092 2,170,801 2,477,893 - (2,045,612) 1,104,406 $ 1,104,406 597,394 3,749,768 4,347,162 (3,962,531) 1,735,725 2,629,057 151,448 104,993 1,086,244 562,277 16,277 2,465,727 420,115 (387,130) 3,316,974 $ 3,349,959 253,237 900,928 1,154,165 (1,013,918) 906,126 409,854 902,503 15,830 37,282 38 11,443 (12,111) (89) 4,722,040 1,369,130 759,509 355,212 (3,633,559) 2,535,787 2,164,749 $ (338,263) $ 2,519,961 12,313,661 61,205,736 73,519,397 (62,274,774) 45,295,803 263,263 7,225,040 2,946,303 1,859,824 2,331,929 54,376 (737) 12,698 1,602,829 61,591,328 (683,446) (13,216,665) 81,100,911 $ 67,200,800 9,214,574 27,639,140 36,853,714 (30,815,070) 12,208,545 482,346 7,136,808 5,846,000 6,377,636 39,039 1,763 8,695 32,100,832 1,285,762 (416,316) 52,135,306 $ 53,004,752 $ 93,959 1,031,903 $ 1,125,862 $ $ 52,610 $ - $ 1,865,520 1,232,757 - $ 1,918,130 $ 1,232,757 $ 65,747 11,467 77,214 $ 470,932 $ 3,572,330 5,658,984 2,599,405 $ 6,129,916 $ 6,171,735 10.00% 10.00% 20.00% 10.00% 10.00% 17.44% 17.80% Actual fare ratio 11.27% 20.10% 10.26% 15.57% 26.48% 21.85% Fare ratio compliance status Met Met Met Met Met Met Source: 2015 Financial Statements ' The audits for RTA and SunLinet were completed by other auditors hired by each entity. 2 The audit for Beaumont is being completed by other auditor hired by city. 3 Prior period adjustments for Corona, Riverside, and RTA are related to implementation of GASB Statement No. 68, Accounting and Financial Reporting for Pensions -An Amendment of GASB Statement No. 27; prior period adjustment for SunLine is related to exclusion of SunLine Service Group net assets that should not have been included in prior year's reporting to Commission. Section 99260 8/15/2016 86 ATTACHMENT 3 Measure A Specialized Transit Schedule Year Ended June 30, 2015 Boys & Riverside Girls Club County of Friends of Independent Regional United States Blindness Southwest Care Community Moreno Living Inland AIDS City of Medical Veterans Support County Care -A -Van Connexxus Connect Valley Partnership Project Norco Center Initiative Operating revenues: Measure A $ 67,346 $ 174,394 $ 335,281 $ 255,000 $ 77,146 $ 67,162 $ 586,118 $ 82,466 $ 60,000 $ 304,817 $ 42,762 In -kind match 5,000 - 67,715 1,584 15,727 9,126 824,105 - 30,909 - Cash match: federal JARC/NF - - 24,801 - - - - - - 92,730 Cash match: other revenue 29,694 95,093 82,246 135,281 30,400 34,282 10,301 42,483 147,929 22,030 Total operating revenues 102,040 269,487 510,043 391,865 123,273 110,570 1,420,524 124,949 90,909 545,476 64,792 Operating expenses -in kind 5,000 - 67,715 1,584 15,727 9,126 824,105 30,909 - Operating expenses -salaries & benefits 65,307 152,762 286,783 197,635 85,396 - 211,212 55,258 43,587 367,561 50,253 Operating expenses-nonpersonnel 32,789 116,725 154,294 168,789 18,906 105,384 377,447 54,149 11,613 118,144 17,954 Operating expenses -administrative overhead - - - 19,923 3,289 - 9,994 6,649 4,800 - 7,507 Total operating expenses/capital expenditures 103,096 269,487 508,792 387,931 123,318 114,510 1,422,758 116,056 90,909 485,705 75,714 Change in net assets (1,056) - 1,251 3,934 (45) (3,940) (2,234) 8,893 59,771 (10,922) Program administrative adjustments 1,056 - (27,041) (3,934) 45 (733) 690 (3,024) - (59,771) 10,922 Net assets at beginning of year - - 25,790 - - 4,673 1,544 - - Net assets at end of year $ - $ - $ - $ - $ - $ - $ - $ 5,869 $ - $ - $ Match requirement -cash (as adjusted) $ 30,053 $ 91,626 $ 105,275 $ 131,472 $ 52,465 $ 28,542 $ 1,095 $ 42,483 $ - $ 169,997 $ 22,030 Match requirement -in kind (as adjusted) $ 5,000 $ - $ 67,715 $ 1,692 $ 78,478 $ 6,056 $ 824,105 $ - $ 30,911 $ - $ Actual match -cash $ 29,694 $ 95,093 $ 107,047 $ 135,281 $ 58,506 $ 34,282 $ 10,301 $ 42,483 $ - $ 185,463 $ 22,030 Actual match -in kind $ 5,000 $ - $ 67,715 $ 1,584 $ 83,805 $ 9,126 $ 824,105 $ - $ 30,909 $ - $ Match Adjusted Adjusted Total Adjusted Met Adjusted match Met Match Adjusted match Met requirement match match requirement match requirement met requirement requirement met substantially requirement requirement met requirement substantially Match requirement compliance status mat mat mat mat mat Source: 2015 Financial Statements 1 Program administrative adjustments represent adjustments made to close out project agreements. Adjustments include elimination of unfunded costs which are the responsibility of the agency, return of excess cash match amounts to the agency, or resolution of questioned costs. Measure A Specialized Transit 8/16/2016 87 ATTACHMENT 4 Measure A Local Streets and Roads Schedule Year ended June 30, 2015 Western County t;anvon Banning Calimesa Lake Corona Eastvale Hemet Jurupa Valley Lake Elsinore Menifee Moreno Valley Murrieta Norco Perris Riverside San Jacinto Temecula Wildomar Revenues: Intergovernmental allocations: Measure $ 513,556 $ 145,489 $ 160,831 $ 3,623,020 $1,094,044 $1,567,829 $ 1,756,587 $ 1,111,722 $1,415,536 $ 3,212,285 $2,028,421 $ 582,668 $1,357,177 $ 6,497,409 $ 750,348 $2,636,632 $ 541,889 Reimbursements - 57,139 - 4, 186,234 - - - - 2,935,581 - - - 281,246 35,483 - Other revenues - - 51,116 20,235 - 350 104,116 - - 419 - - - - - - Interest income 2,570 2,011 522 105,081 7,637 25,799 598 14,835 12,754 66,080 47,695 4,781 28,651 142,722 15,481 17,632 Other financing sources -transfers in 432,707 - - - - - - 409,664 - - 975,431 - - - Other financing sources -loan proceeds - - - Total revenues 948,833 204,639 212,469 7,934,570 1,101,681 1,593,978 1,861,301 1,126,557 1,428,290 6,624,029 2,076,116 587,449 2,361,259 6,921,377 765,829 2,689,747 541,889 Expenditures and other financing uses: Construction and maintenance - 81,593 7,937,992 - 1,669,770 1,928,853 177,396 5,027,370 2,650,139 219,899 588,044 - 1,865,015 1,016,976 Engineering and Other 16,153 - - - - 17,552 - - - - - - - - Administrativeoverhead/overhead allocationsfindirect costs - 11,920 167,141 - - - 33,419 166,533 38,541 Capital outlay 1,048,651 - - - 539,918 - - - - 3,183,482 - - Debt service - - 132,000 - 495,986 401,388 997,806 723,360 - 1,711,088 - - Transfers out 169 - - - - - 829,544 115,040 1,495,760 - - 975,431 - 1,619,132 1,333,467 Total expenditures and other financing uses 1,064,973 93,513 132,000 8,105,133 539,918 1,669,770 1,946,405 1,325,530 693,824 7,520,936 3,373,499 219,899 1,563,475 4,894,570 1,652,551 3,365,015 1,055,517 Excess (deficiency) of revenues over (under) expenditures and other financing uses (116,140) 111,126 80,469 (170,563) 561,763 (75,792) (85,104) (198,973) 734,466 (896,907) (1,297,383) 367,550 797,784 2,026,807 (886,722) (675,268) (513,628) Prior period adjustment/rounding 593,552 (1) - (201,238) 387,061 - - - (1) Fund balances at beginning of year 1,581,362 578,094 181,475 14,220,894 2,614,832 3,088,908 1,860,350 1,129,273 3,260,342 8,897,580 7,514,211 3,017,279 2,960,852 17,330,063 3,415,769 4,492,915 1,113,464 Fund balances at end of year $1,465,222 $1,282,772 $ 261,943 $ 14,050,331 $3,176,595 $3,013,116 $ 1,574,008 $ 930,300 $3,994,808 $ 8,387,734 $6,216,829 $3,384,829 $3,758,636 $ 19,356,870 $ 2,529,047 $3,817,647 $ 599,835 Fund balance by year received: 2015 $ 948,833 $ 204,639 $ 212,469 $ 7,934,570 $1,101,681 $1,593,978 $ 1,574,008 $ 930,300 $1,428,290 $ 6,624,029 $2,076,116 $ 587,449 $2,361,259 $ 6,921,377 $ 765,829 $2,689,747 $ 541,889 2014 516,389 153,958 49,474 4,853,220 1,019,987 1,419,138 - 1,355,948 1,763,705 2,001,534 $ 562,809 1,291,328 7,160,509 738,334 1,127,900 57,946 2013 - 402,534 - 1,262,541 897,365 - - 1,210,570 - 1,890,711 544,006 106,049 5,274,984 776,090 - - 2012 & Prior - 521,641 - - 157,562 _ _ _ _ _ 248,468 1,690,565 - - 248,794 - - Total fund balances by year received $ 1,465,222 $ 1,282,772 $ 261,943 $ 14,050,331 $ 3,176,595 $ 3,013,116 $ 1,574,008 $ 930,300 $ 3,994,808 $ 8,387,734 $ 6,216,829 $ 3,384,829 $ 3,758,636 $ 19,356,870 $ 2,529,047 $ 3,817,647 $ 599,835 Cash and investments $1,319,394 $1,265,453 $ 240,809 $ 11,683,784 $2,926,186 $2,993,035 $ 1,307,867 $ 643,831 $3,271,636 $ 6,830,059 $5,764,033 $3,329,148 $3,558,026 $ 18,367,754 $ 291,415 $3,160,120 $ 616,076 MOE Base Year requirement $ 164,325 $ 2,401 $ 28,873 $ 2,208,200 $ 38,949 $ 18,924 $ - $ 960,771 $ 214,225 $ 1,459,153 $ 595,702 $ 22,536 $ 1,218,470 $ 12,449,203 $ 156,391 $ 1,431,799 $ Amount of Excess MOE at end of year $ 189,687 $ 3,893 $ 71,485 $ 10,633,841 $ 18,982 $ 18,272 $ - $ 5,649,772 $ 836,410 $ 3,111,700 $ 731,005 $ 46,984 $ 730,953 $ 27,574,149 $ 384,712 $6,455,207 $ MOE compliance status Met Met with use Met Met Met Met N/A Met Met Met Met with use Met Met Mel Met with use of Met N/A of carryover of carryover carryover Source: 2015 Financial Statements Measure A Local Streets Roads 1 of 2 8/16/2016 88 Measure A Local Streets and Roads Schedule Year ended June 30, 2015 Coachella Valley I County of I Cathedral City Coachella Springs Indian Wells Indio La Quinta Palm Desert Palm Springs Rancho Mirage Blythe Riverside -b7sertTiof 1 �^d10V&T921 1 Valley 1 1 Revenues: Intergovernmental allocations: Measure $ 1,369,535 $ 601,941 $ 477,282 $ 242,192 $ 1,722,090 $ 718,583 $ 2,579,446 $ 1,953,838 $ 832,086 $ 891,635 $ 7,163,008 Reimbursements 6,359 - 1,682,707 320,014 - Other revenues 14,312 - - - 418,812 - - 6,780,287 - - - Interest income 3,849 6,002 14 285 3,593 3,568 56,967 70,609 48,421 5,750- 19,017 Other financing sources -transfers in 82,286 - - 4,361 - - - - Other financing sources -loan proceeds - - Total revenues 1,476,341 607,943 477,296 242,477 2,144,495 726,512 4,319,120 9,124,748 880,507 897,385 7,182,025 Expenditures and other financing uses: Construction and maintenance 1,283,437 202,995 239,000 1,728,206 8,077,366 1,840,268 9,476,554 Engineering and Other - - - - - - - - Administrative overhead/overhead allocations/indirect costs - 71,331 Capital outlay - - 474,865 - 2,334,017 Debt service - - 200,000 673,382 - 184,334 416,933 Transfers out 109,563 79,600 - - - - - - 769,263 - Total expenditures and other financing uses 1,393,000 79,600 402,995 239,000 2,401,588 474,865 8,077,366 2,024,602 2,334,017 1,257,527 9,476,554 Excess (deficiency) of revenues over (under) expenditures and other financing uses 83,341 528,343 74,301 3,477 (257,093) 251,647 (3,758,246) 7,100,146 (1,453,510) (360,142) (2,294,529) Prior period adjustment/rounding - - 1 (1) 1 (1) Fund balances at beginning of year 899,384 607,499 54,170 74,764 1,741,286 466,329 18,538,244 9,910,063 3,450,731 3,669,088 6,269,831 Fund balances at end of year $ 982,725 $ 1,135,842 $ 128,471 $ 78,241 $ 1,484,194 $ 717,975 $ 14,779,998 $ 17,010,209 $ 1,997,221 $ 3,308,947 $ 3,975,301 Fund balance by year received: 2015 $ 982,725 $ 607,943 $ 128,471 $ 78,241 $ 1,484,194 $ 717,975 $ 4,319,120 $ 9,124,748 $ 880,507 $ 897,385 $ 3,975,301 2014 - 527,899 - 3,416,025 2,182,645 851,303 892,300 2013 - - 2,600,270 2,760,400 265,411 1,184,307 2012 & Prior - - - - - - 4,444,583 2,942,416 - 334,955 - Total fund balances by year received $ 982,725 $ 1,135,842 $ 128,471 $ 78,241 $ 1,484,194 $ 717,975 $ 14,779,998 $ 17,010,209 $ 1,997,221 $ 3,308,947 $ 3,975,301 Cash and investments $ 723,377 $ 986,648 $ - $ 16,400 $ 1,348,400 $ 601,322 $ 14,527,336 $ 16,880,819 $ 1,870,942 $ 3,200,556 $ 4,004,513 MOE Base Year requirement $ 391,688 $ 92,205 $ 75,147 $ 963,640 $ 2,048,564 $ 937,007 $ 2,398,146 $ 1,498,732 $ 674,811 $ 520,192 $ - Amount of Excess MOE at end of year $ 795,099 $ 2,363,209 $ 1,063,179 $ 12,045,456 $ 5,550,303 $ 2,289,722 $ 6,617,977 $ 8,460,210 $ 3,208,684 $ 206,236 $ - MOE compliance status Mel Met Met Met Met Met Met Met Met Met with use N/A of carryover Source: 2015 Financial Statements Measure A Local Streets Roads 2 of 2 8/16/2016 89 AGENDA ITEM 7F RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: September 14, 2016 TO: Riverside County Transportation Commission FROM: Western Riverside County Programs and Projects Committee Lisa DaSilva, Toll Project Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Toll Facility Agreement with Caltrans for Interstate 15 Express Lanes in Riverside County WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Approve Agreement No. 17-31-002-00 with Caltrans for Interstate 15 Express Lanes in Riverside County allowing the Commission to operate toll lanes for 50 years; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; and 3) Authorize the Executive Director, or designee, to authorize non -funding changes as may be required for the project. BACKGROUND INFORMATION: The 1-15 Express Lanes project proposes to design and construct one to two express lanes mostly in the undeveloped median from Cajalco Road in the city of Corona to the State Route 60 interchange in the cities of Eastvale and Jurupa Valley. Project improvements include the widening of 11 bridges, drainage tie-ins, toll collection system and infrastructure, and soundwalls. The Commission will operate and maintain the tolled express lanes after opening in 2020. For many years, staff has been working on the development and funding of the project to be delivered by the end of 2020. Staff and the 1-15 Express Lanes consultant team completed the preliminary assessment and environmental document. On May 4, 2016, the project obtained a mitigated negative declaration and finding of no significant impact under the California Environmental Quality Act and National Environmental Policy Act, respectively. The Commission adopted the environmental document at its July 2016 Commission meeting. Agenda Item 7F 90 At its December 2015 meeting, the Commission authorized staff to release the Toll Services Provider (TSP) procurement documents. These TSP services include the toll system design and installation work and the toll operations and maintenance services. The TSP procurement is well underway, and a recommendation for a contract award will be brought to the Commission in early 2017. Concurrently, staff has been working on the Design -Build (DB) procurement which includes the civil and toll system infrastructure improvements. The Commission authorized the release of the DB request for proposal in July 2016, and staff anticipates making a contract award recommendation in Spring/Summer 2017. DISCUSSION: In January, the Commission approved the project's design -build cooperative agreement with Caltrans, which defines the terms and conditions under which the Project must be designed and constructed. Once the project is built, a comparable agreement between Caltrans and the Commission is necessary to define the terms and conditions of the operation and maintenance of the express lane facility. This agreement would also provide certainty to the Commission, the Federal Highway Administration, and the financial markets that Caltrans has agreed to allow the Commission to operate a toll facility in its right of way. Caltrans, as owner of the state highway system and the right of way where the tolled express lanes will be constructed, agreed to grant the Commission a lease to operate and maintain the express lanes. This agreement defines the roles and responsibilities of Caltrans and the Commission as it relates to the potential use, maintenance, reconstruction, operation, and condition on return to Caltrans of the express lane facility at the end of the lease. Some highlights of the agreement are as follows: • Establishes a 50-year lease at a rate of $10/month starting when the facility opens; • Sets express lane pavement condition requirements on return at the end of the lease; • Requires an incident management plan; • Allows for an independent contract for facility maintenance during operations; • Requires the use of the California Highway Patrol for toll lane enforcement; and • Allows the Commission use of a spare innerduct within the Caltrans communication backbone conduit. Staff recommends the approval of Agreement No. 17-31-002-00 with Caltrans for 1-15 Express Lanes in Riverside County allowing the Commission to operate toll lanes for 50 years. Agenda Item 7F 91 Financial Information In Fiscal Year Budget: N/A N/A Year: FY 2020/21 FY 2021-70 Amount: $ 120 $5,880 Source of Funds: Toll revenues Budget Adjustment: N/A N/A GL/Project Accounting No.: 003027 73001 00000 0000 515 31 73001 Fiscal Procedures Approved: \I-4144davituivr Date: 08/11/2016 Attachment: Agreement No. 17-31-002-00 Agenda Item 7F 92 08-RIV-15-34.7/SBD-15-1.3EA: 0J0800 Project Number 0800000283 COMMISSION Agreement 17-31-002-00 CALTRANS/RCTC TOLL FACILITY AGREEMENT (INCLUDING REAL PROPERTY LEASE) INTERSTATE 15 EXPRESS LANES IN RIVERSIDE COUNTY AGREEMENT NO. 17-31-002-00 1. Parties and Date. This Toll Facility Agreement ("Agreement") entered into on , 2016, is between the STATE OF CALIFORNIA, acting by and through its Department of Transportation, referred to herein as "Caltrans," and the RIVERSIDE COUNTY TRANSPORTATION COMMISSION, referred to herein as "RCTC." Caltrans and RCTC are sometimes referred to herein, individually, as "Party" and, collectively, as the "Parties". 2. Recitals. 2.1 WHEREAS, RCTC is a county transportation commission responsible for planning and implementing transportation improvements within and adjacent to Riverside County. 2.2 WHEREAS, Caltrans is the State agency vested with the ownership of, and which is responsible for the design, construction, maintenance, and operation of the California State Highway System. 2.3 WHEREAS, pursuant to its rights granted under Section 130000, et seq., of the Public Utilities Code; Section 149.8 of the Streets and Highways Code, and Section 6820, et seq., of the Public Contracts Code, RCTC is studying the possible construction of tolled and non - tolled improvements and the potential operation of a toll facility on Interstate 15 (I-15) in order to improve traffic conditions within and adjacent to Riverside County. 2.4 WHEREAS, Caltrans is the owner of the State Highway System including the right of way over and on which the toll facility may be constructed. Assuming that the above described project is built and concurrent with the commencement of the term of this Agreement, as set forth in Section 4.2, Caltrans grants a lease to RCTC for use of the identified portions of the State Highway right of way for the operation and maintenance of the Toll Facility. 2.5 WHEREAS, the Parties have, prior to or concurrent with this Agreement, negotiated and entered into a Design -Build Cooperative Agreement for the potential construction of the Toll Facility (defined below). 2.6 WHEREAS, the purpose of this Agreement is to set forth the roles and responsibilities of Caltrans and RCTC as relates to the potential use, maintenance, 17336.02101 \9814853.11 93 reconstruction, operation and condition on return to Caltrans of the Toll Facility, assuming said Toll Facility is built. 2.7 WHEREAS, the Parties acknowledge that full compliance with the California Environmental Quality Act ("CEQA"), the National Environmental Policy Act ("NEPA") and other laws are a precondition to any approval or construction of the Project. 2.8 WHEREAS, the Parties acknowledge and agree that nothing in this Agreement commits RCTC to approving or constructing the Toll Facility, or any portion thereof. NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, it is mutually understood and agreed by RCTC and Caltrans as follows. 3. Definitions. 3.1 AVI. The term "AVI" shall mean a system for automatically identifying vehicles as they pass through a lane of roadway, which may consist generally of (a) Interrogator devices installed in the roadway or on elevated structures located above or near the monitored roadway; (b) Transponder devices attached to vehicles which contain, and may transmit to an interrogator device, identifying account information; and (c) Any alternative or later generation technology designed to achieve such purpose. 3.2 Caltrans. The term "Caltrans" shall be defined as the California Department of Transportation. 3.3 Caltrans Parties. The term "Caltrans Parties" shall mean all or any of Caltrans, the designated Caltrans Representative, and any officials, agents and employees of Caltrans. 3.4 CHP. The term "CHP" shall refer to the California Highway Patrol or any successor agency charged with law enforcement on the State Highway System. 3.5 Claims. The term "Claims" shall mean any costs, claims, damages, demands, losses, expenses, suits or actions brought or liability imposed by law on account of death, personal injury or damage to real or personal property. 3.6 Critical Safety Standard. The term "Critical Safety Standard" shall mean a (i) standard adopted and published by the FHWA or Caltrans; (ii) applied to all similarly situated existing State transportation facilities; and (iii) necessary to correct an anticipated or actual imminent and substantial endangerment to life or safety. 3.7 Days. The term "Days" shall be defined as calendar days. 17336.02101 \9814853. 11 2 94 3.8 Design -Build Cooperative Agreement. The term "Design -Build Cooperative Agreement" shall be defined as that certain separate agreement entered into by and between RCTC and Caltrans relating to the parties' respective obligations for the potential design and construction of the Toll Facility and any non -toll facilities, as the same may be amended from time to time 3.9 Effective Date. The date on which the term of this Agreement commences, as set forth in Section 4.2. 3.10 Excess Toll Revenue. The term "Excess Toll Revenue" shall refer to excess toll revenues beyond the expenditure needs for the Toll Facility for the purposes of (i) capital outlay, including, but not limited to, the costs of design, construction, right-of-way acquisition, and utility adjustment; (ii) operations and maintenance, including, but not limited to, toll collection and enforcement; (iii) repair and rehabilitation; (iv) indebtedness incurred, including related financing costs; (v) reserves; and (vi) administration. 3.11 Expenditure Plan. The term "Expenditure Plan" shall refer to the plan to be developed by RCTC, in consultation with Caltrans, for transportation improvements for the I-15 corridor, which plan shall include projected costs, the use of Excess Toll Revenue, and a proposed completion schedule. 3.12 FHWA. The term "FHWA" shall refer to the Federal Highways Administration or to any delegatee or successor, as the case may be. 3.13 Freeway Maintenance Agreement. The term "Freeway Maintenance Agreement" shall be defined as that certain agreement for maintenance of the Toll Facility to be entered into by and between RCTC and either Caltrans or another entity selected by RCTC, assuming the Toll Facility is built, to perform required maintenance of the Toll Facility as further described in this Agreement. 3.14 General Purpose Lanes. The term "General Purpose Lanes" shall be defined as those non -tolled, traditional highway improvements, including but not limited to freeway lanes, ramps, shoulders, structures, embankments, cut slopes, drainage facilities, utilities, safety devices, traffic control devices, or signage owned and operated by Caltrans. 3.15 I-15 Express Lanes. The term "I-15 Express Lanes" shall be defined as the Toll Facility being considered for construction in Riverside County which is the subject of this Agreement. 3.16 Incident Management Plan. The term "Incident Management Plan" shall have the meaning set forth in Section 5.2 of this Agreement. 3.17 Index. The term "Index" shall be defined as the Consumer Price Index, All Items for Urban Wage Earners and Clerical Workers in the Los Angeles -Riverside -Orange County, California Area, 1982-84=100, published by the United States Department of Labor, Bureau of Labor Statistics. 173 3 6.02 l 01 \98 l 48 53. 11 3 95 3.18 Maintenance Standards. The term "Maintenance Standards" shall be defined as the then applicable published Caltrans maintenance schedules and standards, the Caltrans Maintenance Manual, or any applicable Caltrans guidance of statewide application, which is in effect at that time, to the same extent and manner that Caltrans is applying the same manual or guidance to the maintenance of its own existing facilities of substantially equivalent size, location and character, including the General Purpose Lanes. 3.19 Major Modifications. The term "Major Modifications" shall be defined as material changes, alterations, modifications, improvements or additions to the Toll Facility. 3.20 Minor Modifications. The term "Minor Modifications" shall be defined as the installation of any new, and not replacement, signs, gantries, and other tolling equipment, traffic control devices and video surveillance and enforcement equipment, and other similar equipment necessary for the safe and efficient operation of the Toll Facility. 3.21 Project. The term "Project" shall be defined as the proposed construction of the Toll Facility, and any additional non -toll improvements to the I-15 corridor in Riverside County constructed by RCTC concurrently with construction of the Toll Facility. 3.22 ROTC. The term "RCTC" shall be defined as the Riverside County Transportation Commission. 3.23 RCTC Parties. The term "RCTC Parties" shall mean all or any of RCTC, the designated RCTC Representative, and any officials, agents and employees of RCTC. 3.24 State. The term "State" shall mean the State of California. 3.25 Toll Facility. The term "Toll Facility" shall be defined as the pavement comprising the I-15 Express Lanes proposed to be completed in Riverside County, once completed and placed into operation, assuming said facility is built, as depicted on Exhibit "A". 3.26 Third Party Claim. The term "Third Party Claim" shall mean a Claim asserted by a person or entity against Caltrans or RCTC other than a Caltrans Party or an RCTC Party. 4. Use of Caltrans' right of way. 4.1 Grant of Lease. (a) Concurrent with the Effective Date of the term of this Agreement, as set forth in Section 4.2 below, Caltrans hereby grants to RCTC a lease and such other rights, real property interest or authority for RCTC to utilize Caltrans' right of way for the Toll Facility (the "Lease"), assuming said facility is built. The Caltrans right of way that shall be subject to the Lease is generally described as the existing median within which one to two tolled express lanes will be constructed, as generally described in Exhibit "A" ("Leased Property"). The Leased Property will be further detailed and depicted in the schematic roadway layout drawings developed by RCTC and reviewed by Caltrans as part of the design -build Request -For -Proposal (RFP) documents for the Toll Facility. 173 3 6.02 l 01 \98148 53. 11 4 96 (b) Prior to commencing toll operations on any segment of the Toll Facility, RCTC shall prepare a draft legal description of that segment of the Toll Facility reflecting the legal description of the real property interests being leased by RCTC. Upon review and approval of the draft legal description by Caltrans, the approved legal description(s) shall be attached to this Agreement, shall collectively amend and supersede the preliminary description of the Leased Property, as set forth herein, and shall constitute the legal description for the Leased Property. The Parties shall record a Memorandum of Agreement, or, as applicable an amendment to any recorded Memorandum of Agreement, to reflect the amended and superseded legal description, once approved. (c) The Lease shall include any improvements now or hereafter located on the Leased Property. Such rights shall be provided at a cost of $10.00 per month. From and after the date of this Agreement, Caltrans shall not sell, convey, transfer, lease or otherwise diminish or encumber its right, title or interest in the real property required for the Toll Facility so as to inhibit its ability to lease said property to RCTC as set forth herein. (d) The Parties recognize the rights conveyed by this Agreement including, without limitation, the Lease, may be over, under or on existing State right of way which crosses several local jurisdictions and which is improved with, among other things, an existing State Highway and other improvements such as local roads and utilities. While RCTC is granted exclusive use and possession of the surface of the Leased Property for operation of the Toll Facility, it is understood that this Agreement is subject to all existing rights conveyed to others, including, but not limited to, local entities and utilities, and Caltrans is not obligated to clear, remove, relocate or otherwise extinguish the rights of third parties as a condition of this Agreement. Further, the grant of exclusive use and possession of the Leased Property as described in the foregoing sentence is not intended to, and shall not prevent Caltrans from entering the Toll Facility to perform its own surveillance, monitoring, inspections and similar activities, provided that the same do not unreasonably interfere with operation of the Toll Facility. Similarly, this Agreement does not preclude Caltrans from issuing new encroachment permits to third parties nor does it preclude Caltrans from amending or extending the term of existing encroachment permits, provided that RCTC is first provided notice of any new encroachment permits proposed or amendments to existing encroachment permits, is afforded an opportunity to review and comment on to the issuance/amendment of such permits and provided that such permits do not materially impact RCTC's use and operation of the Toll Facility. Moreover, this Agreement does not preclude Caltrans from requesting that existing utilities be relocated or preclude Caltrans from causing utilities to be relocated, provided that RCTC is first provided notice and an opportunity to review and consent to such relocation, and provided that such relocation does not impact RCTC's use and operation of the Toll Facility. (e) Care and Protection of State Highways. This Agreement is specifically subject to the terms and provisions of Division 1, Chapter 3 of the Streets and Highways Code (Streets and Highways Code section 660 et seq.) and any subsequent amendment thereto, as may be applicable. 17336.02101\9814853. 11 5 97 4.2 Term of Use Rights. The term of this Agreement and the rights described above in Section 4.1(a) shall be fifty (50) years commencing as of the first day on which the Toll Facility opens for public use and toll operations, assuming said facility is built. 5. Operational Issues. 5.1 Operation of Toll Facility. RCTC shall be responsible for the operation of the Toll Facility including, but not limited to, performing, or causing to be performed, the administrative, toll collection, and traffic management activities associated with the operation of the Toll Facility for use by the general public. 5.2 Incident Management Plan. (a) The Parties shall develop and mutually agree upon an Incident Management Plan for the Toll Facility. (b) In implementing the Incident Management Plan, RCTC may enter onto the General Purpose Lanes without an encroachment permit to remove debris or to perform other activities related to the clean-up of an incident which is not confined to the Toll Facility, provided RCTC shall conduct any such activities on the General Purpose Lanes consistent with applicable Caltrans standards, including, but not limited to, the policies relating to lane closures. 5.3 Tolls: (a) RCTC shall have authority to impose and collect tolls, fees and charges for use of the Toll Facility and entrance onto the Leased Property pursuant to applicable State and federal law. Caltrans shall have no direct right, title and interest in and to the toll revenues. (b) RCTC shall have authority to establish and adjust toll pricing without approval from Caltrans and to collect tolls using AVI tolling technology or other technology chosen by RCTC, provided that any such actions shall be in compliance with applicable State and federal laws and standards. (c) All toll equipment utilized for the Toll Facility shall be compatible with Title 21 of the California Code of Regulations or future equivalent standard. 5.4 RCTC shall have the sole right to establish policies and rules governing use of the Toll Facility, including toll systems, vehicle occupancy rules, vehicle classifications, tolling policies, business rules, toll rates and evasion/enforcement policies, provided that any such policies and rules shall be in compliance with State and federal laws. 5.5 Safety Investigations and Safety Related Improvements. (a) Caltrans may, at its sole cost, perform safety investigations and analysis relating to the Toll Facility. Caltrans and RCTC shall cooperatively review the recommendations of the investigations, if any, and jointly determine corrective action necessary, if any, to remedy any identified deficiency or any potential enhancement. RCTC shall fund and implement the jointly identified corrective action or enhancement to the Toll Facility. 17336.02101 \9814853. 11 6 98 (b) After consultation with RCTC, including the collaboration described in paragraph (c) below, Caltrans may, if the identified safety issue has a safety index that qualifies the proposed improvement project for funding under the SHOPP 201.010 Program, as detailed in Section 4 of the most recent version of the California Highway Safety Improvement Program (HSIP) Guidelines, or any successor guidance published by Caltrans and adopted pursuant to 23 U.S.C. section 152, issue an order to make a modification to the Toll Facility for safety reasons (a "Safety Improvement Order" or "SIO"). (c) Caltrans and RCTC shall work collaboratively on the scope, design and schedule for implementation of Safety Improvement Orders. Caltrans, acting in good faith, shall take into consideration all relevant factors including, but not limited to, the extent of the risk which the modification purports to address, and all concerns of RCTC as the Party responsible for the Toll Facility during the term of this Agreement. RCTC, acting in good faith, shall take into consideration all relevant factors including, but not limited to, the extent of the risk which the modification purports to address, and all concerns of Caltrans as the Party generally responsible for the safety of the State Highway System. (d) Cost for the modifications agreed upon in an SIO shall be negotiated between Caltrans and RCTC in good faith, and allocated between each Party based on the SIO to be implemented. (e) The modifications agreed upon shall be implemented by RCTC in accordance with (i) Caltrans' normal time frames for safety enhancements of similar scope; or (ii) the Safety Improvement Order. If RCTC is unable or unwilling to implement an SIO agreed upon by the Parties, Caltrans may unilaterally implement such SIO, and such right shall not be subject to enjoinder per Section 19.6 of this Agreement. Unless otherwise determined pursuant to Section 19.6, RCTC shall reimburse Caltrans for its actual and reasonable costs associated with the implementation of such SIO, as determined pursuant to paragraph (d) above. Caltrans shall assume all liability for any SIO unilaterally implemented by Caltrans, unless the dispute resolution process set forth in Section 19.6 ultimately results in the determination that the SIO was warranted or appropriate, in which case the provisions of the foregoing sentence shall apply. 5.6 Operation of General Purpose Lanes. (a) In the case of any major incidents on or blockages of the General Purpose Lanes caused by accidents or debris, Caltrans shall, consistent with available resources and constraints, promptly take reasonable action to assist CHP or the selected law enforcement agency in performing its duties, consistent with the policies and practices of Caltrans and the relevant law enforcement agency, and Caltrans shall be responsible for its own costs related thereto. (b) Caltrans shall be responsible for operation and maintenance of the General Purpose Lanes. (c) Caltrans shall provide RCTC with ten (10) days prior written notification of any proposed major maintenance, improvement or other modifications to the General Purpose Lanes and shall coordinate the same with RCTC in order to minimize any disruptions to 17336.02101\9814853. 11 7 99 operation of the Toll Facility and to minimize potential impacts of such activities on the Toll Facility. Caltrans shall provide RCTC with annual and quarterly maintenance and capital improvement plans and schedules for any work to be performed on the I-15 in the vicinity of the Toll Facility. RCTC and Caltrans maintenance and operations staff shall meet at such frequency as determined necessary by the Parties, but no less than quarterly, to discuss maintenance and capital improvement plans, and coordination issues. 5.7 Traffic Management — RCTC Rights and Responsibilities. (a) RCTC shall be responsible for traffic management within the Toll Facility and towing in response to incidents located within the Toll Facility. Motorists shall be notified of any closures of the Toll Facility through RCTC owned CMS or similar means. The Caltrans Traffic Management Center located in San Bernardino (District 8) County shall be notified of closures of the Toll Facility in accordance with the mutually agreed upon Incident Management Plan so that Caltrans can broadcast such closure through it Traveler Information System and ITS field elements. (b) The Parties agree that RCTC is authorized to establish and implement additional safety policies, as RCTC deems necessary, for the Toll Facility in addition to those required by law and this Agreement. Such additional safety policies shall be consistent with applicable law. Oversize, overweight and overlength restrictions shall be set by RCTC for the Toll Facility, and shall be included in the Incident Management Plan. Oversize, overweight and/or overlength permits shall not be issued by RCTC for vehicles using the State Highway System. (c) Operations of the Toll Facility may be interrupted as RCTC may deem necessary or advisable for reasons of, among other things, construction, repair, maintenance, improvement, modification, security, emergency and public safety. RCTC shall notify Caltrans five (5) days in advance of any planned closure of the Toll Facility. Notification of planned closures shall be made to the Caltrans Traffic Management Center located in San Bernardino (District 8) County. (d) In the case of any major incidents on or blockages of the Toll Facility caused by accidents or debris, RCTC shall, consistent with available resources and constraints, promptly take reasonable action to assist CHP or the selected law enforcement agency in performing its duties, consistent with the policies and practices of RCTC and the relevant law enforcement agency, and RCTC shall be responsible for its own costs related thereto. 5.8 Traffic Management System (a) As part of the Toll Facility construction, RCTC will extend Caltrans' existing general purpose vehicle detection system into the Toll Facility for Caltrans's sole use. At turnover of the Project's non -toll facilities, RCTC will have verified that all modified detection systems will be in working order and Caltrans will accept the ongoing operations and maintenance of the vehicle detection system, including the detection extended into the Toll Facility. 17336.02101\9814853. 11 8 100 (b) RCTC will provide direct, video feeds from the Express Lanes closed circuit television (CCTV) system to the Caltrans Traffic Management Center using the existing Caltrans I-15 communication network. RCTC will be responsible for maintaining the CCTV system and the feed to the Caltrans I-15 communication network. Caltrans will be responsible for the use of the feed from the point of delivery into the Caltrans communication networks. (c) For the term of this Agreement, Caltrans will allow RCTC to occupy a spare conduit in the Caltrans' communication backbone for the Toll Facility back up communication network as, will be further detailed in a separate inter -agency fiber optic cable system sharing agreement. 5.9 Changes in Standards. (a) Caltrans, after coordination and consultation with RCTC, may issue an order for RCTC to make a modification to the Toll Facility based on adoption of new standards by FHWA or Caltrans ("Standards Modification Order"), provided that any required modification is to the same extent being imposed by Caltrans on existing State -operated and funded transportation facilities of substantially equivalent size, location and character. (b) The timing, scope, design and schedule for implementation of modifications to the Toll Facility under a Standards Modification Order will be proposed by Caltrans and will be subject to RCTC's' reasonable comment and approval. The modifications agreed upon shall be paid for by RCTC and implemented in consideration of (i) the time in which Caltrans' applies such improvements to existing facilities it owns and operates of a substantially equivalent size, location and character; (ii) the time period for implementation set forth in the revised standard, if any; and (iii) the timing for implementation of a pending or scheduled Major Modification, repair or rehabilitation affecting the affected area or structure that is not part of the Standards Modification Order, where implementation of such Standards Modification Order would reasonably be included within the scope of work of the modification. (c) Caltrans, acting in good faith, shall consider any request by RCTC for alteration or deferral of a particular modification under a Standards Modification Order, taking into consideration the anticipated availability of RCTC funds, the remaining term of this Agreement in light of RCTC's obligations to its bond -holders and other lenders, the schedule for upcoming repair and rehabilitation of the Toll Facility, the extent of inconvenience and delay necessitated by the modification and the extent of the risk or public benefit which the modification purports to address. (d) In the case of a Standards Modification Order to address a Critical Safety Standard, after the aforementioned coordination and consultation has occurred, if RCTC fails to implement a mutually approved Standards Modification Order by the deadline contained in the Standards Modification Order, Caltrans reserves the right and authority, but not the obligation, to enter onto the Toll Facility, and to implement the modifications called for in such Standards Modification Order and, unless otherwise determined pursuant to Section 19.6, to invoice RCTC for the actual and reasonable cost of implementation. Caltrans shall assume all liability for such Standards Modification Order unilaterally implemented by Caltrans. 17336.02101 \9814853. 11 9 101 5.10 Coordination Related to Installation of New Equipment. (a) Unless otherwise agreed upon by the Parties, any equipment installed by RCTC following the Effective Date shall not unreasonably interfere with or adversely affect the operation of any Caltrans' equipment existing at the time RCTC installs its equipment. (b) Unless otherwise agreed upon by the Parties, any equipment installed by Caltrans shall not unreasonably interfere with or adversely affect the operation of any RCTC equipment existing at the time Caltrans installs its equipment. 5.11 Adverse Effects Due to Other Facilities. Notwithstanding any provision of this Agreement to the contrary, but subject to Section 13.2, Caltrans is authorized to maintain, construct, improve and operate facilities within the Interstate 15 corridor that compete with the Toll Facility, and in no event shall RCTC or RCTC Parties be entitled to compensation for the adverse effects on toll revenue due to those facilities, other than for short term construction impacts, as set forth in Section 13.2. 6. Completion of Toll Facility. 6.1 Design -Build Cooperative Agreement. The Parties intend that the Toll Facility, and other non -toll improvements will be completed pursuant to the terms of the separate Design - Build Cooperative Agreement, provided that nothing in this Agreement is intended to obligate RCTC to complete the Toll Facility. 7. Modification of Toll Facility. 7.1 Major Modification of Toll Facility. (a) RCTC shall submit any proposed Major Modification to Caltrans for approval pursuant to the Caltrans' encroachment permit process, as set forth in Streets & Highways Code Section 670, et. seq., as may be amended, and as further established in the relevant Caltrans' procedures manual in effect at the time. Caltrans shall not unreasonably withhold or delay approval of an encroachment permit for a Major Modification, and shall grant such encroachment permit so long as the Major Modification is consistent with the terms of this Agreement and with State and federal standards. Should Caltrans fail to timely issue an encroachment permit for a Major Modification that is in compliance with the terms set forth in the foregoing sentence, such failure shall be submitted to the dispute resolution process contained in this Agreement. (b) If RCTC requires any modification that is not within the Toll Facility, a Caltrans encroachment permit shall be required per Caltrans' standard requirements for RCTC, and, as applicable, for its contractors, which permit shall be timely granted by Caltrans upon approval of the modifications. The parties acknowledge that Major Modifications not within the Toll Facility may require a separate agreement pursuant to the procedures set forth in the Caltrans Project Development Procedures Manual. (c) Major Modifications shall be completed in accordance with all applicable laws and environmental regulations, and to applicable Caltrans/FHWA standards and policies to 17336.02101\9814853. 11 10 102 the extent that Caltrans is applying the same standards to its own existing transportation facilities of substantially equivalent size, location and character. (d) Upon completion of the Major Modifications, RCTC shall, within 180 Days, provide revised "as -built" plans to Caltrans which address the Major Modifications including, as applicable, all contract records, survey documents, records of surveys, and structure as -built documents according to Caltrans requirements. Should RCTC fail to provide the "as - built" plans within the timeframe specified herein, Caltrans shall provide notice of such failure to RCTC. The notice shall state that if RCTC does not submit the "as -built" plans within thirty (30) days of receipt of the notice, Caltrans shall be entitled to prepare the plans and RCTC will provide payment for the actual costs thereof, thirty (30) days following receipt of an invoice from Caltrans. (e) RCTC shall procure, on its own behalf or through a contract requirement with any contractor, and as a condition precedent to any modification to the Toll Facility, a policy or policies of insurance naming Caltrans, its employees and agents as an additional insured with coverage provided to Caltrans to the same degree as provided to RCTC. Such insurance shall be primary and non-contributory with any insurance maintained by Caltrans. Such policy or policies shall be consistent with the insurance coverage requirement published by Caltrans in its Standard Specifications or Standard Special Provisions in effect at the time of commencement of construction of the Major Modifications. 7.2 Minor Modification of Toll Facility. (a) RCTC shall have the right to erect and maintain signs, gantries, and other tolling equipment and to install and utilize traffic control devices and video surveillance and enforcement equipment, and other similar equipment necessary for the safe and efficient operation of the Toll Facility. All signs utilized by RCTC for the Toll Facility located within or adjacent to Caltrans' right of way shall comply with the California Manual on Uniform Traffic Control Devices ("MUTCD") or the applicable State and federal standards operative at the time of purchase of such signs following procurement of a contractor or vendor therefor. Signs, gantries, or other tolling equipment shall not be installed in a manner which negatively impacts the General Purpose Lanes or in a manner which would cause the General Purpose Lanes to no longer conform to their original design or to applicable State or federal standards in effect at the time of installation. No signage identifying an entity, business or brand other than RCTC, Caltrans, tolling interoperability logos or other logos directly related to operation of the Toll Facility or identifying the "I-15 Express Lanes" shall be displayed at any location where it is visible from the State Highway or otherwise in conflict with the Outdoor Advertising Act. Notwithstanding the foregoing, if mutually agreed upon by the Parties, RCTC may display signage related to other transportation opportunities including, but not limited to, signage advertising Metrolink trains, express bus or other transportation modes providing transportation for the I-15 corridor. (b) Any installation of new, and not replacement of existing, signs, gantries, and other tolling equipment, traffic control devices and video surveillance and enforcement equipment, and other similar equipment necessary for the safe and efficient operation of the Toll Facility which were not included or accepted as part of the Toll Facility shall be considered 17336.02101\9814853. 11 11 103 "Minor Modifications" if they are installed within the Toll Facility. RCTC shall be responsible for the installation and maintenance of said Minor Modifications. To effectuate the purposes of this section, and to maintain an accurate history of all improvements placed in the State Right of Way, RCTC agrees to submit to Caltrans a completed encroachment permit including RCTC- approved engineering plans, prior to performing any Minor Modifications. 7.3 Caltrans Implementation of Modifications. If RCTC requests that Caltrans implement, on behalf of RCTC, modifications to the Toll Facility, RCTC shall reimburse Caltrans for staff time and shall pay for costs associated with such Modifications. Any such work performed by Caltrans shall be pursuant to a separate agreement to be negotiated between the Parties. 8. Maintenance of Toll Facility. 8.1 RCTC Responsibility for Toll Facility Maintenance. RCTC shall be responsible for maintenance of the Toll Facility, unless RCTC contracts such obligations to Caltrans. 8.2 Shared Costs for Joint Maintenance. The Parties agree to share the costs related to joint maintenance for storm water which may drain from the Toll Facility to existing Caltrans facilities. The costs for such maintenance shall be based on the ratio of non -permeable surface area attributable to each Parties' facilities, which shall be determined in accordance with the Caltrans' Storm Water Quality Handbook, SWPPP/WPCP Preparation Manual. Unless otherwise agreed upon by the Parties, Caltrans shall be responsible for storm water maintenance activities in accordance with Best Management Practices for storm water, and shall invoice RCTC for its share of actual maintenance costs based on the foregoing formula. 8.3 Additional Integrated Maintenance Issues. The Parties shall, in good faith, address any additional integrated maintenance, permit and maintenance liability issues that may arise following commencement of operations of the Toll Facility, and shall, in good faith, and subject to a separate written agreement or an amendment hereto, determine a cost split and shared responsibility for such integrated maintenance issues, if any. 8.4 Maintenance Plan to be Prepared and Implemented by RCTC. (a) Prior to commencement of operations of the Toll Facility, RCTC shall submit to Caltrans for its approval a maintenance plan for the Toll Facility (which, to the extent that RCTC engages Caltrans to perform maintenance services, shall be the work plan adopted pursuant to the Maintenance Agreement). (b) RCTC shall be responsible for the maintenance of the Toll Facility in accordance with the Maintenance Standards. (c) Caltrans shall furnish the Maintenance Standards to RCTC on a timely basis. Receipt of the Maintenance Standards by RCTC shall constitute notice as to the contents therein. RCTC shall not be held responsible for implementing any changes to any such Caltrans Maintenance Standards expressed in such sources unless and until a manual is received or actual notice thereof is given to RCTC. 17336.02101\9814853. 11 12 104 (d) RCTC shall, in good faith, coordinate its schedule to consider potential impacts of RCTC's maintenance activities on the Toll Facility on the operation of the General Purpose Lanes. 8.5 Option to Enter Freeway Maintenance Agreement with Caltrans. The Parties may enter into a Freeway Maintenance Agreement pursuant to which maintenance services may be provided by Caltrans, unless RCTC determines otherwise. Such contract, if entered into by the Parties, shall provide for reimbursement of Caltrans for maintenance services as set forth therein. 8.6 Responsibilities If a Party Other than Caltrans is Providing Maintenance of the Toll Facility. (a) The scope of Caltrans oversight responsibilities if a party other than Caltrans is providing maintenance of the Toll Facility shall be as follows: (i) Caltrans shall be authorized to, but is not obligated to, review the maintenance of the Toll Facility. (ii) If, after inspection pursuant to (i) above, it is Caltrans' opinion that appropriate maintenance of the Toll Facility has not been performed in accordance with the maintenance required under this Agreement, Caltrans shall provide RCTC with a written notification of the specific items requiring maintenance. (b) If clause (ii) above is applicable, RCTC shall provide Caltrans with a plan to promptly initiate steps to cure maintenance deficiencies identified by Caltrans. 8.7 Right of Entry onto General Purpose Lanes for Maintenance. Caltrans hereby grants to RCTC, and its contractors, a right of entry onto the General Purpose Lanes, as required for RCTC to conduct maintenance activities with its own or its contractors' forces, or by contract. RCTC contractors shall, prior to entry onto the General Purpose Lanes, obtain from Caltrans an encroachment permit for such entry pursuant to Caltrans' standard practices and shall provide to Caltrans evidence of insurance reasonably sufficient for the work to be conducted by the RCTC contractor, as determined by RCTC, under which Caltrans shall be added as an additional insured. 8.8 Coordination of Maintenance Schedule. The Parties shall coordinate maintenance schedules with each other in order to minimize impacts of maintenance activities on the General Purpose Lanes or the Toll Facility. Each Party shall notify the other Party five (5) days in advance of any planned closure that may reasonably impact the facility operated by the other Party. 8.9 Coordination of Major Repairs, Modifications and Rehabilitation. The Parties shall cooperate and coordinate, as may be appropriate, in connection with major pavement and structures repair, modification and rehabilitation of the General Purpose Lanes or the Toll Facility. 9. Reserve Funds. RCTC shall establish and maintain adequate reserve funds for maintenance and capital improvements, as required by RCTC's bond financing and 173 3 6.0210 l\ 98 l 48 5 3. 11 13 105 Transportation Infrastructure Finance and Innovation Act (TIFIA) financing for the Project. Such reserve funds shall be sufficient to adequately maintain the Toll Facility in accordance with Maintenance Standards and to provide for transfer of the Toll Facility back to Caltrans at the end of the term of this Agreement in accordance with the requirements contained herein. 10. Excess Toll Revenue; Expenditure Plan. Consistent with state and federal law, RCTC shall develop, and annually update, the Expenditure Plan. RCTC shall provide Caltrans the opportunity to review and comment on the Expenditure Plan, and each annual update, prior to making the document available for public review. The Expenditure Plan, and each annual update, shall be made available for public review and comment no less than 30 days prior to its adoption by RCTC. The Expenditure Plan shall provide for the use of Excess Toll Revenue for any of the following purposes, to the extent permitted by state and federal law: (a) To enhance transit service designed to reduce traffic congestion on State Highway Route 15 or to expand travel options along the State Highway Route 15 corridor. Eligible expenditures include, but are not limited to, transit operating assistance, the acquisition of transit vehicles, and the transit capital improvements otherwise eligible to be funded under the state transportation improvement program pursuant to Streets & Highways Code section 164. (b) To make operational or capacity improvements designed to reduce congestion or improve the flow of traffic on State Highway Route 15. Eligible expenditures may include any phase of project delivery to make capital improvements to onramps, connector roads, roadways, bridges, or other structures that are related to the tolled or nontolled facilities on State Highway Route 15. 11. Responsibility for Costs. 11.1 Costs for Maintenance, Operation and Rehabilitation of Toll Facility. Except as otherwise set forth herein, RCTC shall bear all costs of maintenance, operation, rehabilitation and reconstruction of the Toll Facility for the duration of the Agreement and any extension hereof. 11.2 Costs for Caltrans Services Requested by RCTC. Other than expressly set forth herein or except as otherwise agreed upon by the Parties, RCTC shall be responsible for the costs of any services of Caltrans requested by RCTC including, but not limited to, the cost of Pavement Management System testing if RCTC requests Caltrans perform such tests for the Toll Facility. 12. Public Safety/Policing. 12.1 California Highway Patrol (CHP) police services. RCTC shall be obligated to provide law enforcement services for the Toll Facility, and pay related costs. RCTC shall execute a police services contract with the California Highway Patrol. At RCTC's request, Caltrans may assist RCTC in the negotiation of the police service contract with the California Highway Patrol. RCTC may obtain contractual police services from other governmental police reasonably acceptable to the Caltrans in the event the California Highway Patrol is unavailable or is unwilling to enter into an agreement meeting the 17336.02101\9814853. 11 14 106 requirements set forth herein at a price equivalent to those charged to other public entities for similar services. In order to qualify as reasonably acceptable, such governmental police must utilize or be able to support the Statewide Integrated Traffic Records System (SWITRS) database, or such other highway safety program then in use by California Highway Patrol or Caltrans for accident monitoring, or other comparable database or monitoring program subject to CHP approval. Private security contract services for traffic enforcement will not be allowed on the travelled way. 12.2 Level of Police Services. The Parties agree that police services for the Toll Facility shall be equivalent to that provided on comparable Caltrans-operated transportation routes. 12.3 Toll violation enforcement. RCTC shall have the right to: (a) Engage services of CHP or other law enforcement agency to apprehend and/or cite toll violators in accordance with State law. (b) Initiate civil and administrative actions and other toll enforcement and collection actions against toll violators consistent with applicable law. (c) Enforce all private rights against toll violators. (d) Engage private security to identify toll violators (e) Take other legally permissible actions to collect, enforce and protect toll revenues. 12.4 No Right to Toll Facility Customer Information. This Agreement shall not provide Caltrans with any independent right to any Toll Facility customer information. 12.5 Compliance with Laws. RCTC shall follow all applicable traffic enforcement laws and regulations and both Parties shall comply with all applicable privacy laws with respect to customer information. 13. Caltrans Closures and Use of the Toll Facility. 13.1 Emergency Use of Toll Facility. Except as otherwise specified herein, Caltrans shall not be entitled to close the Toll Facility or to allow the general public to utilize the Toll Facility without cost except in the case of an emergency. Any such action shall be in accordance with the Incident Management Plan. As used in this section, an "emergency" shall mean a circumstance that poses an immediate and grave threat to life or safety, or a serious environmental hazard that cannot be abated except by closure of the Toll Facility. Closures of or traffic on the General Purpose Lanes that cause an inconvenience to the public shall not be considered, on their own, an emergency, as used herein. Closures due to emergencies shall be limited to the shortest reasonable time to address the emergency situation and each Party shall act with all due diligence to address such emergency. Unless infeasible due to the nature of the emergency, Caltrans shall notify RCTC in advance of any intended closure of the Toll Facility due to an emergency (and if not feasible, Caltrans shall notify RCTC as soon as reasonably 173 3 6.0210 l \98148 5 3. 11 / 15 107 practicable). The prohibitions of this paragraph shall not apply to closures initiated or implemented by Caltrans staff at the request or order of the California Highway Patrol or other authorized law enforcement agency. 13.2 Closures requested for Short -Term Construction or Maintenance Activities. Should a closure of all or a portion of the Toll Facility be requested by Caltrans to accommodate short term construction or maintenance activities on the General Purpose lanes adjacent to the Toll Facility, Caltrans shall submit a closure plan and closure criteria to RCTC for approval no less than thirty (30) days prior to any such proposed closure. Short-term for purposes of this clause is defined as work that can be completed overnight. No closure of the Toll Facility shall be permitted for the purposes specified in this Section unless and until RCTC has approved the closure plan and closure criteria. Caltrans shall reimburse RCTC for all lost toll revenue due to closure of any portion of the Toll Facility as contemplated in this Section 13.2. The basis for any lost revenue calculations shall be the previous 3 month average. Caltrans shall make reasonable efforts including, but not limited to, coordinating closures as set forth in Section 13.4 below, to conduct construction and maintenance activities in such a manner as to minimize any required closures of the Toll Facility. 13.3 Toll Facility use for Long Term Construction on the General Purpose Lanes. The Parties mutually agree to coordinate and cooperate on any future Caltrans' reconstruction of the General -Purpose Lanes adjacent to the Toll Facility ("Outside Lanes") in an effort to minimize impacts to users of the Toll Facility and General Purpose Lanes. In the event the Parties mutually agree to use of the Toll Facility as part of the Caltrans' maintenance of traffic (MOT) plan for reconstruction of the Outside Lanes, Caltrans shall reimburse RCTC for all incurred cost resulting from any required modifications to the Toll Facility and all resulting loss of revenue in the impacted areas. The basis for any lost revenue calculations shall be the previous 3 month average. Any modifications to the Toll Facility to accommodate a Caltrans request for use during a long term reconstruction of the Outside Lane shall be subject to a future agreement. RCTC, in its sole discretion, may preclude the use of the Toll Facility for MOT purposes during reconstruction of the Outside Lanes. 13.4 Use of the Toll Facility during RCTC Scheduled Maintenance. RCTC will implement a regular maintenance schedule for the Toll Facility. Caltrans is encouraged to coordinate Caltrans activities and required closures of the Toll Facility with RCTC to minimize impact to the Toll Facility. Caltrans will not be required to reimburse RCTC for any loss of toll revenue during a Toll Facility closure requested by Caltrans and occurring concurrently with an RCTC initiated closure for maintenance of the Toll Facility. 14. Financing. 14.1 Responsibility for Project Financing. RCTC shall be responsible for project financing, unless otherwise agreed upon by the Parties. 14.2 Caltrans Assistance with Information Requirements. Caltrans shall provide reasonable assistance with any reporting, documentation and other reasonably necessary informational requirements of RCTC's lenders/bond holders. 17336.02101\9814853. 11 16 108 (a) Except for periodic estoppel certificates to bondholders or lenders regarding RCTC's compliance under this Agreement (and any other agreement between the Parties relating to the I-15 Express Lanes, including any Maintenance Agreement between Caltrans and RCTC), any obligations for reporting maintenance to FHWA and any opinions required to come from Caltrans, any assistance shall be for informational purposes only and final reporting, documentation, projections, etc. shall be solely the responsibility of RCTC or the entity seeking bond revenues or other financing. Any prospectus or other public statement or offering shall include an express statement that neither the full faith and credit, nor the taxing authority of the State of California is pledged to the payment of principal or interest or otherwise offered as backing for the statement or offering. (b) Caltrans shall not certify that the financing meets Securities and Exchange Commission criteria, and shall not give any warranties related thereto. 15. Representations and Warranties. 15.1 Representations and Warranties of Caltrans. In addition to the other representations and warranties of Caltrans contained herein, Caltrans hereby represents and warrants as follows: (a) Caltrans is a department of the Executive branch of the State of California, duly organized and existing under the laws and Constitution of the State of California, is authorized to execute and deliver this Agreement and to perform its obligations hereunder and by proper action has duly authorized the execution, delivery and performance of this Agreement. (b) The execution and delivery by Caltrans of this Agreement and the consummation of the transactions contemplated hereby, is not in conflict with, or a breach of or a default under any law or regulation applicable to Caltrans, and to the best of Caltrans' knowledge after due inquiry, there is no restriction or prohibition which would impair or render unenforceable or illegal, as to Caltrans, any provision of this Agreement including, without limitation, the Lease, or any other related agreement to which it is a party. (c) Caltrans has determined that RCTC will incur substantial cost and expense to design, develop, acquire, construct, install and operate the Toll Facility, and that it is necessary, appropriate and reasonable to provide the assurances, protections, rights and warranties contained herein. (d) No litigation is pending or, to the best knowledge of Caltrans, threatened challenging the authority of Caltrans to enter into this Agreement, and Caltrans is in compliance with all applicable laws and regulations. (e) Caltrans owns and controls the State Highway System, subject to those existing rights granted to third parties. (f) The representations and warranties of Caltrans contained herein are, as of the date of execution hereof and thereof, accurate and complete. 17336.02101\9814853. 11 17 109 15.2 Representations and Warranties of RCTC. In addition to the other representations and warranties of RCTC contained herein, RCTC hereby represents and warranties as follows: (a) RCTC has the authority to execute, deliver and perform this Agreement, and the terms and conditions hereof are valid and binding obligations of RCTC. (b) The execution and delivery by RCTC of this Agreement and the consummation of the transactions contemplated hereby is not in conflict with, or a breach of or a default under any law or regulation applicable to RCTC, and to the best of RCTC's knowledge after due inquiry, there is no restriction or prohibition which would impair or render unenforceable or illegal, as to RCTC, any provision of this Agreement, or any other related agreement to which it is a party. (c) To RCTC's best knowledge, there is no litigation in effect challenging RCTC's authority to enter into this Agreement and RCTC is in compliance with all applicable laws and regulations. (d) RCTC makes no warranties or representations that the activities undertaken by it pursuant to this Agreement will result in actual construction of the Toll Facility, or any portion thereof, or that, if constructed, any of the same will be commercially or technologically viable or of any specified quality or fit for any intended use or function (all of which such warranties and representations are hereby expressly disclaimed). (e) The representations and warranties of RCTC contained herein are, as of the date of execution hereof and thereof accurate and complete. 16. Allocation of Responsibility; Liability 16.1 RCTC Obligations Related to Toll Facility. As between Caltrans and RCTC, RCTC shall be responsible for operating, maintaining, policing, administering and collecting tolls for the use of the Toll Facility, subject to and in accordance with the terms of this Agreement, except to the extent RCTC engages Caltrans to perform maintenance as provided in Section 8, or any other services, and CHP to perform police services as provided in Section 12. 16.2 RCTC Indemnification of Caltrans Parties. RCTC shall indemnify, hold harmless and defend Caltrans Parties from any Third -Party Claim to the extent such Third -Party Claim results from any negligent act or omission of RCTC in the performance of the activities described in Section 16.1 above, except to the extent that such Third -Party Claim is attributable to or arises out of any of the matters described in Section 16.3 below. 16.3 Caltrans Indemnification of RCTC Parties. Caltrans shall indemnify, hold harmless and defend RCTC Parties from any Third -Party Claims attributable to or arising out of any negligent act or omission or willful misconduct of Caltrans. 16.4 Waiver of Other Indemnity Rights. Except as provided in Sections 16.2 and 16.3, RCTC and Caltrans each waive any and all rights to indemnity of any kind (whether equitable, comparative, express or implied) from the Caltrans Parties and RCTC Parties, respectively, with respect to Third -Party Claims. 17336.02101 \9814853. 11 18 110 16.5 Resolution of Claims When Caltrans and RCTC are Named Joined Defendants. If Caltrans and RCTC are named joined defendants pursuant to a Third Party Claim arising under this Agreement, the legal issues between the plaintiff(s) bringing forth such claim and Caltrans and RCTC, as joined defendants, shall be resolved first without consideration as to the allocation or apportionment of liability or damages between Caltrans and RCTC, if any liability or damages can be allocated or apportioned between them. A determination regarding allocation or apportionment of liability or damages between Caltrans and RCTC shall be made following final resolution of the Third Party Claim, either in a separate or second phase of trial or by some other mechanism the Parties may agree upon. 16.6 Resolution of Inverse Condemnation Claims. If either Caltrans or RCTC is named as a defendant pursuant to a Third Party Claim for inverse condemnation arising out of or related to the Toll Facility ("Inverse Claim"), the legal issues between the plaintiff(s) bringing forth the Inverse Claim and either Caltrans or RCTC, as applicable, shall be resolved first without consideration as to the allocation or apportionment of liability or damages between Caltrans and RCTC, if any liability or damages can be allocated or apportioned between them. The Party that is not a named defendant shall have the right, at its sole cost and expense, to participate in the defense and resolution of the Inverse Claim. Within ninety (90) days of the final resolution of the Inverse Claim, either Caltrans or RCTC may refer to the dispute resolution process set forth in Section 19.6 of this Agreement the apportionment of liability or damages for the Inverse Claim between Caltrans and RCTC. Liability or damages will be apportioned based on the extent to which the Claim is found to have arisen out of RCTC's construction or operation of the Toll Facility. 17. Records. The Parties shall hold all administrative draft and administrative final reports, studies, materials, and documentation relied upon, produced, created, or utilized for operation and/or maintenance of the Toll Facility in confidence to the extent permitted by law. Where applicable, the provisions of California Government Code section 6254.5(e) shall govern the disclosure of such documents in the event that the Parties share said documents with each other. The Parties shall not distribute, release, or share said documents with anyone other than employees, agents, and consultants of the Parties who require access to such documents for a purpose related to operation and maintenance of the Toll Facility without the written consent of the Party authorized to release them, unless required or authorized to do so by law. 18. Insurance. 18.1 Commercial General Liability Insurance. (a) RCTC shall procure and maintain throughout the term of this Agreement comprehensive general liability insurance protecting RCTC from risks arising from RCTC's activities covered under this Agreement. Such liability insurance policy shall include coverage for bodily injury and property damage. If RCTC uses existing coverage to comply with the requirements contained in this Section 18 and that coverage does not meet these requirements, RCTC agrees to amend, supplement, or endorse the existing coverage to meet the requirements herein. 17336.02101\9814853. 11 19 111 (b) Caltrans shall be included as an insured under the insurance policy(ies) described in this Section 18. As respects Caltrans, for claims arising out of the activities contemplated in this Agreement, such insurance shall be primary and non-contributory with any insurance maintained by Caltrans. (c) The insurance coverage required shall be in amount not less than $25 million general aggregate per year. 18.2 Evidence of Coverage. (a) Evidence of insurance in compliance with the requirements of this Section 18 shall be furnished to Caltrans by providing complete copies of the underlying policy(ies) of insurance in RCTC's possession, including all addenda and exclusions as well as by standard certificates of insurance. Neither the insurance policies nor the additional insured endorsements shall contain provisions or exclusions inconsistent with this Agreement. Such policies or endorsements shall include a notice of cancellation, of not less than 30 days (10 days for non- payment of premiums), to Caltrans. (b) Such insurance shall be issued by a company or companies authorized to transact business in the State. 18.3 Denial of Coverage. If the insurance carriers for the policies of insurance described in this Section 18 deny coverage to RCTC or Caltrans with respect to any Claims reported to such carriers, Caltrans and RCTC shall cooperate in good faith to establish whether, to what extent, and how to fund the cost of contesting the denial of coverage. 19. Default/Remedies. 19.1 Default. Subject to the extensions of time set forth in this Agreement and/or any extensions agreed upon by the Parties, failure or delay by either Party to perform any material term or provision of this Agreement constitutes a breach under this Agreement. The Party who so fails or delays must immediately commence to cure, correct, or remedy such failure or delay, and shall complete such cure, correction or remedy with reasonable diligence. 19.2 Notice of Default. The non -breaching Party shall give written notice of breach to the Party in breach, specifying the alleged breach. Except as otherwise expressly provided in this Agreement, any failures or delays by either Party in asserting any of its rights or remedies as to any breach shall not operate as a waiver of any breach or of any such rights or remedies. Delays by either Party in asserting any of its rights and remedies shall not deprive .either Party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. 19.3 Failure to Cure. In the event that the breaching Party fails to commence to cure, correct or remedy a breach within thirty (30) calendar days following receipt of written notice, or thereafter fails to diligently complete such cure, correction or remedy, a default of this Agreement shall be deemed to have occurred, and the defaulting Party shall be liable to the non - defaulting Party for any damages caused by such default. 17336.02101\9814853. 11 20 112 19.4 Rights and Remedies. In the event of a default, the non -defaulting Party may exercise the right to seek damages, specific performance or other injunctive or equitable relief. The exercise of a Party's rights and remedies shall be cumulative with the exercise of other rights and remedies. The Parties agree that, during the period in which RCTC is operating the Toll Facility, termination for default shall not be an available remedy of Caltrans. Caltrans also acknowledges that it shall not have the right to collect or retain toll revenues on account of damages or otherwise. 19.5 Lenders rights and remedies. (a) Leasehold Mortgages. The holder of any mortgage, pledge or other encumbrance or collateral assignment of this Agreement, including the Lease, and any other agreements between the Parties related to the Toll Facility, and the beneficiary of any such deed of trust or assignment shall be referred to in this Agreement as a "Leasehold Mortgagee"; and the mortgage, pledge, hypothecation, deed of trust, assignment, or other security instrument shall be referred to in this Agreement as a "Leasehold Mortgage". Leasehold Mortgages shall be subject to the following: (i) The provisions set forth in Section 21.2(c) of this Agreement. (ii) RCTC shall provide to Caltrans a fully executed copy of the original note or other evidence of indebtedness secured by any Leasehold Mortgage, together with written notice of the address of the Leasehold Mortgagee (or the address of a trustee, fiscal agent or other person or entity acting on behalf of a number of Leasehold Mortgagees) to which notices may be sent. In the event of an assignment of such Leasehold Mortgage, a copy thereof, together with written notice of the address of the assignee thereof (or the address of a trustee, fiscal agent or other person or entity acting on behalf of a number of assignees) to which notices may be sent, shall be delivered to Caltrans. (iii) All rights acquired by Leasehold Mortgagees under any Leasehold Mortgage shall be subject to each and all of the provisions of this Agreement, and to all rights of Caltrans hereunder, none of which provisions or rights is or shall be waived by Caltrans by reason of the giving of such Leasehold Mortgage; but nothing herein shall limit or restrict the rights of Leasehold Mortgagees as set forth in this section. Caltrans and RCTC agree that while any Leasehold Mortgage is in existence, there shall be no agreement between Caltrans and RCTC for any modification or amendment of this Agreement that may have a material adverse impact on the rights of the Leasehold Mortgagee without the consent of the Leasehold Mortgagee, provided that such consent shall not be unreasonably withheld or delayed. The Leasehold Mortgagee shall use its reasonable best efforts to respond to any request for a modification or amendment within a reasonable period of time. (iv) Notwithstanding any foreclosure of any such Leasehold Mortgage, RCTC shall remain liable to Caltrans for the payment of all sums owed to Caltrans hereunder and the performance of all of the provisions of this Agreement which are to be carried out and performed by RCTC. 1733 6.02101 \9814853. 11 21 113 (b) Rights and Obligations of Leasehold Mortgagees. As long as any Leasehold Mortgage created in accordance with this section shall remain unsatisfied and Caltrans has received the information specified in Section 19.5(a)(ii) above, the following provisions shall apply: (i) In the event Caltrans shall have issued a notice of default under Section 19.2 hereof, a copy of which Caltrans shall deliver to the Leasehold Mortgagee, and RCTC shall have failed to commence cure of the default within the specified cure period, Caltrans shall provide notice to the Leasehold Mortgagee of RCTC's failure to cure ("Failure to Cure Notice"). Upon receipt of the Failure to Cure Notice, the Leasehold Mortgagee shall have the right (but not the obligation) to remedy such default or cause the same to be remedied by its qualified and competent designee to effect such cure (a "Substituted Entity"); and Caltrans shall accept such performance by or at the instigation of such Leasehold Mortgagee or Substituted Entity as if the same had been done by RCTC. The Leasehold Mortgagee shall have thirty (30) days following receipt from Caltrans of the Failure to Cure Notice to commence cure of the default, provided that prior to commencing any cure of an RCTC default, the Leasehold Mortgagee shall first provide notice to Caltrans of its intent to commence cure as permitted hereunder. (ii) RCTC hereby constitutes and appoints the Leasehold Mortgagee as its authorized RCTC representative and attorney -in -fact with full power, in RCTC's name, place and stead, and at RCTC's sole cost and expense, to enter upon the Toll Facility and to perform all acts required or permitted to be performed herein, but only in the event that RCTC is in default hereunder, and fails to timely commence cure of such default, as evidenced by Caltrans' issuance of the Failure to Cure Notice. (iii) In the event that the default of RCTC is such that the Leasehold Mortgagee, in order to cure the default, shall be required to assume all of RCTC's rights and obligations hereunder, the Leasehold Mortgagee shall execute all documents reasonably requested by Caltrans effecting such assumption. (iv) Any payment to be made or action to be taken by a Leasehold Mortgagee hereunder shall be deemed properly to have been made or taken by the Leasehold Mortgagee if such payment is made or action is taken by a nominee, agent, or assignee of the right of such Leasehold Mortgagee. (v) The Parties hereto shall give the Leasehold Mortgagee notice of any proceedings for condemnation of all or part of the Toll Facility or this Agreement. The Leasehold Mortgagee shall have the right to intervene and be made a party to any such condemnation proceedings, and Caltrans and RCTC do hereby consent that the Leasehold Mortgagee may be made such a party or an intervener. (vi) No Leasehold Mortgagee, nor any owner of the leasehold estate whose interest shall have been acquired by, though, or under any Leasehold Mortgage or whose interest shall have been derived immediately from any holder thereof, shall become personally liable under the provisions of this Agreement unless and until such time as the Leasehold Mortgagee or such owner elects to assume any rights of RCTC hereunder. Upon any permitted 17336.02101\9814853. 11 22 114 assignment of this Agreement, including the Lease, by a Leasehold Mortgagee or any party whose interest shall have been derived immediately therefrom, the assignor shall be relieved of any further liability which may accrue hereunder from and after the date of such assignment, provided that the assignee shall execute and deliver to Caltrans a recordable instrument of assumption wherein such assignee shall assume the rights and obligations of RCTC and agree to perform and observe all provisions of this Agreement as applicable to ROTC. (vii) If the holders of more than one such Leasehold Mortgage shall provide written notice to Caltrans of Leasehold Mortgagee's intent to cure a default of RCTC, Caltrans shall accept such notice and cure from the holder whose Leasehold Mortgage was the earliest to be recorded. (viii) The rights granted herein to Leasehold Mortgagees shall be enforceable by such Leasehold Mortgagees. In the event any action or proceeding is brought to enforce or interpret the provisions hereof or to seek damages arising under this Agreement or performance hereunder, or to declare the rights of the Parties hereto or of such Leasehold Mortgagees, the prevailing party (including such Leasehold Mortgagees, if prevailing) shall be entitled to costs and expenses actually and reasonably incurred (including reasonable attorneys' fees). (c) Cooperation. Caltrans and RCTC shall cooperate by including in this Agreement, by suitable amendment from time to time, any provision which may reasonably be requested by any proposed lender for the purpose of implementing the lender and Leasehold Mortgagee protection provisions contained in this Agreement and allowing such lender reasonable means to protect and preserve its lien (including the lien of the Leasehold Mortgage) on the occurrence of a default under the terms of this Agreement. Caltrans and RCTC each agree to execute and deliver (and to acknowledge, if necessary, for recording purposes) any agreement necessary to effect any such amendment; provided, however, that any such amendment shall not in any way affect the term or any payments due under this Agreement nor otherwise in any other material respect adversely affect any rights of Caltrans or RCTC under this Agreement. 19.6 Dispute resolution. (a) RCTC and Caltrans shall make a good faith attempt to resolve all disputes. In the case of a dispute, the following procedure shall govern: (1) Representatives of Caltrans and RCTC shall attempt to resolve the dispute within fifteen (15) Days, or such longer period as agreed on by the Parties. (2) If the representatives of Caltrans and RCTC are unable to resolve the dispute, the matter shall be referred to a senior officer of Caltrans (with authority to resolve the dispute) and to the RCTC Executive Director. The foregoing senior officers of the Parties shall attempt to resolve the dispute within fifteen (15) Days, or such longer period as agreed on by the Parties. (3) If the senior officer of Caltrans and the RCTC Executive Director are unable to resolve the dispute, and if the disputed amount claimed by a Party does not exceed $500,000 and, in the aggregate, unresolved disputes do not exceed $5,000,000, either 17336.02101\9814853. 11 23 115 Party may demand that the dispute be submitted to binding arbitration. The amounts specified in the foregoing sentence shall be subject to annual adjustment, commencing as of the first day on which the Toll Facility is placed into toll operations, in an amount equal to the percentage increase in the Index as of the Effective Date. (4) If the dispute does not meet the specifications above, the Parties may agree to submit the dispute to arbitration or other form of alternative dispute resolution, or either Party may seek any other legal remedies available. (b) Not by way of limitation, the following provisions of this Agreement shall be specifically subject to the dispute resolution provisions set forth in this section: Section 5.5, Section 5.9 and Section 8.6. (c) Available remedies to the Parties shall include, without limitation, (i) injunctive relief and other equitable remedies, (ii) specific performance, (iii) termination, in whole or in part, of any obligation on the part of the prevailing Party to reimburse the losing Party for the disputed work at issue conducted by the losing Party, (iv) the right of the prevailing Party to recover monies paid to the losing Party as reimbursement for the disputed work at issue, or portions thereof, conducted by the losing Party, and (v) the right of the prevailing Party to reimbursement for costs incurred in conducting or completing work ordered by the losing Party. 20. Transfer Back to State. 20.1 Transfer of Property to Caltrans at End of Term. At the end of the term of this Agreement, including any extension terms, all personal property of RCTC owned by RCTC and related to the Toll Facility, including the signs, gantries, other tolling equipment, traffic control devices and video surveillance and enforcement equipment, and other similar equipment utilized for the operation of the Toll Facility, excluding any computer software or hardware for which a license may be required, shall automatically become the property of Caltrans. Such property shall be transferred to Caltrans in its "as is" condition subject to all faults, liens and encumbrances. 20.2 Condition of Toll Facility at End of Term. The Toll Facility shall be returned to Caltrans in a condition that meets the handback requirements, as set forth in Exhibit `B", attached hereto and incorporated herein by reference. 20.3 Transfer of Obligations for Toll Facility to Caltrans. At the end of the term of this Agreement, including any extension terms, all maintenance and other obligations of RCTC shall become the responsibility of Caltrans, other than, unless otherwise agreed upon by the Parties, any then -existing financing obligations of RCTC to third parties that relate to the Toll Facility. 20.4 Punch List. The Parties agree that a punch list, to include all outstanding maintenance and repair obligations of RCTC related to the Toll Facility, shall be developed by the Parties one (1) year prior to transfer of the Toll Facility to Caltrans. RCTC shall complete all agreed upon items on the punch list prior to the end of the term of this Agreement. 20.5 Transfer of Records at End of Term. At the end of the term of this Agreement, RCTC shall transfer to Caltrans all records pertaining to material maintenance, operations, 17336.02101 \9814853. 11 24 116 unresolved complaints, safety and modifications of the Toll Facility generated within five (5) years prior to termination of this Agreement and maintained by RCTC. 21. Other Miscellaneous Standard Provisions. 21.1 Approvals. (a) Caltrans' Approvals. Whenever Caltrans' comment, approval or consent is required under this Agreement, such comment, approval or consent shall not be unreasonably withheld or delayed and, unless otherwise expressly provided herein, Caltrans' consent or approval shall be deemed given if Caltrans has not responded to RCTC's request therefor within twenty-one (21) Days (or such other time period specified in this Agreement) after such request is received, or for Major Modifications, within a reasonable period of time, not to exceed the timeframe set forth by law for the encroachment permit process. (b) RCTC Approvals. Whenever RCTC's comment, approval or consent is required under this Agreement, such comment, approval or consent shall not be unreasonably withheld or delayed and, unless otherwise expressly provided herein, RCTC's consent or approval shall be deemed given if RCTC has not responded to Caltrans's request therefor within twenty-one (21) Days (or such other time period specified in this Agreement) after such request is received, provided that such time may be extended by mutual agreement. 21.2 Assignment of Agreement. (a) Except as provided in clause (c) below, any proposed assignment of this Agreement to a private entity shall require Caltrans' approval, in its sole discretion. Any proposed assignment shall require three (3) months prior written notice to Caltrans. Any potential assignee shall immediately upon request provide information reasonably required by Caltrans to determine whether said potential assignee can meet the obligations of this Agreement. RCTC may assign its right, title and interest in and to toll revenues without Caltrans' approval. This paragraph is not intended to and shall not limit the rights of any Leasehold Mortgagee as set forth in Section 19.5 of this Agreement. (b) Any proposed assignment of this Agreement to a public entity shall require three (3) months prior written notice to Caltrans. Such notice shall include provision to Caltrans of evidence that the proposed assignee has the demonstrated financial ability to meet its obligations under this Agreement. Caltrans shall approve such assignment, within fifteen business (15) days of receiving notice from RCTC, unless it reasonably determines that the proposed assignee cannot meet the obligations of this Agreement. This paragraph is not intended to and shall not limit the rights of any Leasehold Mortgagee as set forth in Section 19.5 of this Agreement. Any potential assignee shall immediately upon request provide information reasonably required by Caltrans to determine whether said potential assignee can meet the obligations of this Agreement. (c) RCTC may, without the consent of Caltrans, assign, pledge, mortgage or otherwise encumber its respective interests in this Agreement including, without limitation, the Lease and any other related agreements, and/or any rights emanating therefrom, in order to secure financing or refinancing for the Toll, Facility provided that RCTC retains responsibility 17336.02101 \9814853. 11 25 117 for fulfilling the material obligations herein. Any amendment to the terms of this Agreement required as a result of a proposed refinancing, including, but not limited to, defeasance of existing bonds and issuance of new bonds, shall be subject to Caltrans' approval which shall not be unreasonably withheld or delayed. (d) Following any permitted assignment of this Agreement, RCTC shall be relieved of any further liability which may accrue hereunder from and after the date of such assignment, provided that the assignee shall execute and deliver to Caltrans a recordable instrument of assumption wherein such assignee shall assume the rights and obligations of RCTC and agree to perform and observe all provisions of this Agreement. 22. Subcontracting. RCTC may, in its sole discretion and in compliance with all applicable legal requirements, enter into subcontracts with third party contractors or consultants for performance of any of its obligations hereunder. Such rights of RCTC include the right of RCTC to subcontract for operation and/or maintenance of Toll Facility and, except as expressly set forth herein, for performance of any other obligations of RCTC under this Agreement. 23. Covenant to Cooperate. The Parties agree to take all reasonable steps; within the confines of existing laws, regulations or policy; for the effective implementation, operation and maintenance of the Toll Facility. While understanding the Parties cannot control the actions of the public or the ultimate users of the State Highway System nor can they control nature or acts of God, the Parties expressly agree to take all reasonable and necessary steps to avoid or minimize the effect of operational conflicts between the Toll Facility and the General Purpose Lanes. Such reasonable and necessary steps shall include, but not be limited to, maintenance by Caltrans, in good condition and repair, that portion of the General Purpose Lanes providing ingress to and egress from the Toll Facility. 24. Designation of Representatives. Caltrans shall designate a Caltrans representative to represent Caltrans and RCTC shall designate an RCTC representative to represent RCTC. All communications between the two agencies shall be channeled through the designated representatives. 25. Notice. Any notice provided pursuant to or required by this Agreement shall be in writing and shall be deemed sufficiently provided when sent by certified mail, return receipt requested, to the Parties at the following addresses: RCTC: CALTRANS: Riverside County Transportation Commission PO Box 12008 Riverside, CA, 92502-2208 Attn.: Michael Blomquist, Toll Program Director Fax: (951) 787-7920 173 3 6.02101 \98 l 48 5 3. 11 California Department of Transportation 464 West Fourth Street San Bernardino, California 92401 Attn.: Deputy District Director, Traffic Operations Fax: 909-383-4138 26 118 Any notice so given shall be considered received by the other Party three (3) 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. 26. Force Majeure. The failure of performance by either Party (except for payment obligations) hereunder shall not be deemed to be a default where delays or defaults are due to war; insurrection; strikes; lock -outs; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions; unusually severe weather; inability to secure necessary labor, materials or tools; delays of any contractor, subcontractor, railroad, or suppliers; acts of the other Party; acts or failure to act of any other public or governmental agency or entity (other than that acts or failure to act of the Parties); or any other causes beyond the control or without the fault of the Party claiming an extension of time to perform or relief from default. An extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the Party claiming such extension is sent to the other Party within thirty (30) days of the commencement of the cause. Times of performance under this Agreement may also be extended in writing by mutual agreement between the Parties. 27. Bankruptcy; Estate of the Debtor. Upon the filing, petition or application for relief of the Bankruptcy Court, RCTC agrees and stipulates that the Toll Facility, excluding any toll plazas, gantries and equipment cabinets; conduit, fiber, cameras, readers, signage and supporting or related computerized communications systems; and other toll related toll operations equipment and systems, are integrated elements of the State Highway System. RCTC further acknowledges that its interest in the Toll Facility, other than the excluded equipment and systems referenced in the foregoing sentence, are possessory rights derived from this Agreement including, without limitation, the Lease. RCTC agrees and acknowledges that the integrated elements of the State Highway System as noted above are also an integral element of the national federal aid highway system whose continued and efficient operation strongly implies the public's interest in travelling safety and the inter -regional transportation of goods and services. 28. Access for Maintenance or Operations Purposes. Access to any portion of the Toll Facility by Caltrans and to the General Purpose Lanes by RCTC for maintenance and/or operations purposes of either Party shall be through notice and coordination with the other Party. 29. Airspace Reserved. Airspace over any portion of the Toll Facility is hereby expressly reserved to the Caltrans, with the exception of toll collection equipment, gantries and toll enforcement equipment. 30. Liens. RCTC agrees that under no circumstance shall RCTC allow any lien to attach to any portion of the General Purpose Lakes or to any portion of the Toll Facility arising out of or related to the actions of RCTC and/or any of its contractors, whether constructed, completed or accepted. To the extent any lien is recorded or asserted in violation of the foregoing, RCTC agrees to promptly act to remove or satisfy said lien. Satisfaction or removal may be by payment, procurement of bond or otherwise. 17336.02101\9814853. 11 27 119 31. Amendment, Repeal or Supersession. References to statutes, manuals or policies shall be deemed to incorporate any future amendment or supersession of said statutes, manuals or policies. If said statute, manual or policy has been repealed and if no amendment or supersession has been promulgated or effected, or if the effect of amendment or supersession is materially different from the predecessor statute, manual or policy, then Parties agree to meet and confer and amend the Agreement as warranted. 32. Agreement is Contractual in Nature and Not Mere Implementation of Statute. The Parties agree this Agreement and its terms are contractual in nature and not the mere implementation of otherwise applicable statutes or authorities. 33. No Partnership or Joint Venture. In no event shall this Agreement be construed as establishing a partnership or joint venture or similar relationship between the Parties. 34. Amendments. This Agreement may be amended at any time by the mutual consent of the Parties by an instrument in writing; however, no amendments or other modifications of this Agreement shall be binding unless executed in writing by both Parties hereto, or their respective successors or assigns. 35. Waiver. No delay or omission in the exercise of any right or remedy of a non -defaulting Party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of either Party shall be deemed to waive or render unnecessary such Party's consent to or approval of any subsequent act of the other Party. Any waiver by either Party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 36. Captions. The captions included in this Agreement are for convenience only and in no way define, limit, or otherwise describe the scope or intent of this Agreement or any provision hereof, or in any way affect the interpretation of this Agreement. 37. Interpretation. The Parties acknowledge that this Agreement is the product of mutual arms -length negotiation and drafting and that each Party has been represented by legal counsel in the negotiation and drafting of this Agreement. Accordingly, the rule of construction which provides that ambiguities in a document shall be construed against the drafter of that document shall have no application to the interpretation and enforcement of this Agreement. 38. Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the Parties hereunder. 39. Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in the California Superior Court for San Bernardino County. 40. Third Party Beneficiaries. There are no third party beneficiaries of this Agreement, and this Agreement is not intended, and shall not be construed, to be for the benefit of, or be enforceable by, any other person or entity whatsoever. 17336.02101 \9814853. 11 28 120 41. Entire Agreement. This Agreement, the attached exhibits and any other documents specifically referenced and incorporated herein constitute the entire agreement between the Parties with respect to the subject matter hereof, and supersede all prior verbal or written agreements and understandings between the Parties with respect to the matters addressed in this Agreement. 42. Memorandum of Agreement / Further Assurances. RCTC and Caltrans agree to execute and record a memorandum of this Agreement, in the form attached hereto as Exhibit "C" and incorporated herein by reference, against the Leased Property. The Parties further agree to execute any additional instruments as may be reasonably necessary to carry out the purposes and intent of this Agreement and to fulfill their respective obligations hereunder. 43. Time of the Essence. Time is of the essence in the performance of this Agreement. 17336.02101 \9814853. 11 [Signatures on following page] 29 121 SIGNATURE PAGE TO CALTRANS/ROTC TOLL FACILITY AGREEMENT (INCLUDING REAL PROPERTY LEASE) INTERSTATE 15 EXPRESS LANES IN RIVERSIDE COUNTY AGREEMENT NO. 17-31-002-00 STATE OF CALIFORNIA RIVERSIDE COUNTY DEPARTMENT OF TRANSPORTATION TRANSPORTATION COMMISSION By: Title: APPROVED AS TO FORM AND PROCEDURE: Attorney, Department of Transportation 17336.02101 \9814853. 11 By: Acme Mayer, Executive Director APPROVED AS gal Counsel Best, Best & Krieger LLP 30 122 Exhibit "A" General Description of Toll Facility One to two express lanes from Cajalco Rd in the city of Corona to just south of SR-60 on I-15. The tolled express lanes will be constructed within the existing center median. [map attached behind this page] Exhibit A-1 17336.02101\9814853. l 1 123 " 0ilafi LEGEND 1f 91Etot5S �% 15Nto41W Direct Connectors by 91 Project 91 Project Express laves ttt! Direct Wootton to 115 Egress tuaeS Figure 1 Toll Facility Map " Eastvale 2nd st. OM l vomit # aver lor Carona Cantu Galleano Ranch Rd. " Jurupa Valley Norco r Hidden Valley Parkway Cajalco Rd. Magnolia Ave. r To Safi DieD011 Exhibit A-2 Riverside 17336.02101 \9814853.11 124 One Tolled Express Lane Figure 2 Typical Cross-section SHODUW_R THREE GENERAL PURPOSE LfiAES 1 L - •ASA 10,11iilla iiidal'i nilEIII[IIi i laid►17' .-- SHOULOER SHOULDER ERPFESt MEE OEIrR L SHODU3ER LAND PURPOSE LAMES IEXPRESS' LANE a i +,11akhalgiaMalaiSlaalp • SHOULDER THREE GENERAL PURPOSE LANES i i i • TWO tit ' ""' EXPRESS LANES g 140 EXPRESS LANES THREE GENERAL PURPOSE LANES SHOULDER �- _ ._ _ .— 11YY r (,fit '1r `'ICI Jf t[lllllll�u.11[fI ❑Lkl t ilt p� { �1! IEie� Exhibit A-3 17336.02101\9814853.11 125 Exhibit "B" Handback Requirement [attached behind this page] Exhibit B-1 1733 6.02101 \9814853.11 1.1 Residual Life Methodology The Riverside County Transportation Commission (RCTC) shall prepare and submit to Caltrans a Residual Life Methodology (RLM), no later than 60 months before the end of Term. The inspection requirements and Residual Life Methodology requirements identified in the Handback Residual Life Requirements, Table 1-1 are minimum requirements. This submittal shall contain the evaluation and calculation criteria to be adopted for the calculation of the Residual Life at Handback of all Elements of the Project. The scope of any Residual Life inspection or testing shall be included, together with a list of independent, professional, licensed, and Caltrans certified organizations to be used by RCTC for pavement Residual Life testing. Inspections shall provide a continuous or near -continuous record of Residual Life in each lane. Where the inspection method does not provide a continuous record of Residual Life, the number of valid measurements in each Performance Section shall be sufficient to give a statistically valid result. Inspections shall be repeatable to an agreed level of accuracy and inspection contracts shall include an agreed proportion of inspections to verify accuracy. Inspections shall include ride quality, skid resistance <-value not listed in table, faulting, and cracking. RLM shall be capable of calculation of Residual Life for each 0.1 mile Performance Section. For a nominal 10 year Residual Life at Handback, 85% of Performance Sections shall have a Residual Life exceeding 10 years, and no Performance Section shall have a calculated Residual Life of less than 5 years. 1.2 Residual Life Inspections Residual Life Inspections and testing shall be performed with appropriate coverage such that the results are representative of the whole operations and maintenance (O&M) Limits within the Project in accordance with the Handback Residual Life Requirements in Table 1-1. All Residual Life Inspections and testing shall be performed under the oversight of a licensed registered Engineer for respective discipline. The responsible Engineer shall certify each Residual Life Inspection and test results. Caltrans shall be given the opportunity to witness any of the inspections and/or tests and shall be provided with a minimum of 14 calendar days notice prior to the performance of any such inspections or tests. RCTC shall deliver to the Caltrans, within 30 calendar days after it is created, the output data arising from any testing and any interpretation thereof made by the testing organization. If RCTC fails to undertake inspections within the relevant time periods described below, Caltrans shall be entitled to undertake or arrange the relevant inspections itself, following 30 calendar days written notice to RCTC. 1.3 Residual Life Inspection Report A Residual Life Inspection Report shall be developed for each of the specified Residual Life Inspections. The Residual Life Inspection Report shall provide a record of the asset condition of all Elements and components of the Project in accordance with Table 1-1. For each Element, it shall Exhibit B-2 17336.02101 \9814853.1 l 127 provide the following minimum information: Residual Life Inspection Report shall be collated by Residual Life Elements in accordance with Table 1-1. A. Report shall provide description and location of Element. B. Element location shall be identified by global positioning system (GPS) coordinates. For non -fixed point Elements provide GPS coordinates for beginning and end section limits. C. Provide current Element condition and rating in accordance with respective inspection and testing methodology. D. Provide an assessment of its current Residual Life. E. Provide photographs of each Element, including individual component and specific section being evaluated to support the assessment of current asset condition. F. Provide calculation of Residual Life at Handback for all pavement sections. 1.4 Initial Residual Life Inspection RCTC shall carry out the Initial Residual Life Inspection in accordance with Table 1-1, to identify and establish the asset condition of all pavement components of the Project and verify the extent of the required Rehabilitation Work before the end of Term. The Initial Residual Life Inspection shall be carried out between 59 and 57 months before the end of the Term. RCTC shall perform the Initial Residual Life Inspection of all identified Elements as set forth in Table 1-1. The test methods used for the residual inspection shall be the same methodology as the ones used by Caltrans at the time of inspection. 1.5 Remaining Useful Life at Handback Minor/ low severity age -related non-structural weathering of concrete structures consisting of minor scaling and/or nonstructural low severity hairline cracks shall not be evaluated and included as part of the Handback Requirements. Table 1-1 contains list of pavement handback requirements. Exhibit B-3 17336.02101 \9814853.11 128 Table 1-1. - Handback Residual Life Requirements Description Residual Life at Handback (Yrs) Useful Life at Handback (Yrs) Inspection Requirements Residual Life Methodology (RLM) Requirement Pavement (rigid) 10 (>85) Inspections shall provide a continuous or near -continuous record of Residual Life in each lane. Where the inspection method does not provide a continuous record of Residual Life, the number of valid measurements in each Pavement Performance Section shall be sufficient to give a statistically valid result. Inspections shall be repeatable to an agreed level of accuracy and inspection contracts shall include an agreed proportion of inspections to verify accuracy. Inspections shall include automated condition distress survey, ride quality, skid resistance, and faulting. RLM shall be capable of calculation of Residual Life for each 0.1 mile Pavement Performance Section. For a nominal 10 year Residual Life at Handback, 85% of Pavement Performance Sections shall have a Residual Life exceeding 10 years, and no Pavement Performance Section shall have a calculated Residual Life of less than 5 years. The Residual Life Methodology for road pavement shall take into account the thickness and joint load transfer efficiency. At the end of the O&M Period, the structural capacity of each lane of the Mainline roadway shall be such that to carry projected 10 year loading without requiring rehabilitation. The following requirements shall be met at the time of handback: • Average IRI/ mile < 120 in/ mile • Transverse unsealed random cracking > 0.25" wide for < 5% of slab • Longitudinal unsealed random cracking >0.25" wide for <5% of slabs • Corner breaks with >0.5" drop off < 5% of slabs • Average joint faulting< 0.1inch • Average skid number>30 Exhibit B-4 17336.0210 I \9814853.11 129 Exhibit "C" Form of Memorandum of Agreement RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Riverside County Transportation Commission P.O. Box 12008, Riverside, CA 92502-2208 Attention: Clerk of the Board Exempt from Recording fees per Government Code § 27383 (Space above for Recorder's use) MEMORANDUM OF AGREEMENT (INCLUDING REAL PROPERTY LEASE) INTERSTATE 15 EXPRESS LANES IN RIVERSIDE COUNTY THIS MEMORANDUM OF AGREEMENT (INCLUDING REAL PROPERTY LEASE) INTERSTATE 15 EXPRESS LANES IN RIVERSIDE COUNTY ("Memorandum of Agreement") is made and entered into on , 201_ by and between the STATE OF CALIFORNIA, acting by and through its Department of Transportation, referred to herein as "Caltrans," and the RIVERSIDE COUNTY TRANSPORTATION COMMISSION, referred to herein as "RCTC." Caltrans and RCTC are sometimes referred to herein individually as "Party", and collectively as the "Parties". This Memorandum of Agreement is made in reference to that certain Caltrans/RCTC Toll Facility Agreement (Including Real Property Lease) Interstate 15 Express Lanes in Riverside County ("TFA") made and entered into by and between the Parties on , 201_ Pursuant to the TFA, Caltrans agreed to lease to RCTC that certain freeway right of way legally described in Exhibit "A", attached hereto and incorporated herein by reference, for a term of years, commencing as of the first day on which the full Toll Facility (as defined in the TFA) opens for public use and toll operations, assuming said facility is built. All of the terms and conditions of the TFA are made part of this Memorandum of Agreement as though fully set forth herein. The Parties shall record a lease commencement date certification setting forth the actual commencement date of the lease described herein, provided that if no such document is recorded, the lease commencement date shall be deemed to be the actual date the full Toll Facility opens for public use and toll operations. Signatures on following page Exhibit C-1 17 3 3 6.02101 \98148 5 3.11 130 AGENDA ITEM 7G RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: September 14, 2016 TO: Riverside County Transportation Commission FROM: Interstate 15 Corridor Improvement Project Ad Hoc Committee Michael Blomquist, Toll Program Director THROUGH: Anne Mayer, Executive Director SUBJECT: Establishing the RCTC Operations Center for Toll Operations INTERSTATE 15 CORRIDOR IMPROVEMENT PROJECT AD HOC COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Authorize staff to establish an integrated toll operations office — the RCTC Operations Center (ROC); 2) Authorize staff to pursue the purchase of an existing office building to serve as the ROC and return to the Commission with a purchase and sale agreement recommendation for future consideration; and 3) Authorize staff to pursue the lease of an existing office building to serve as the ROC should a purchase of an existing office building not be possible or advisable to meet the Commission's near -term requirements. BACKGROUND INFORMATION: In December 2006, the Commission adopted the 10-Year Western Riverside County Highway Delivery Plan, which calls for the development of tolled express lane corridors within State Route 91 and Interstate 15. Upon opening the 91 Express Lanes in 2017, and the 1-15 Express Lanes planned for 2020, the Commission will operate and maintain over 70 lane miles of tolled express lanes, be responsive to express lane customer issues, make debt payments, collect toll revenue, process transactions, and be responsible for express lane safety and motorist assistance. The Commission's current SR-91 Corridor Improvement Project is currently scheduled to be completed in May 2017, with early opening of all general purpose and tolled express lanes in January 2017. The operations and maintenance of the Commission's 91 Express Lanes will be managed through two existing 91 Express Lanes' offices — the Toll Operations Center (TOC) in Anaheim Hills and the Customer Service Center (CSC) in Corona. These two existing office facilities are currently being expanded and upgraded to allow for the Commission's extension of the 91 Express Lanes. When complete, the expanded TOC and CSC will be jointly managed and Agenda Item 7G 131 maintained by the Commission and the Orange County Transportation Authority (OCTA) and its shared operator consistent with the master agreement between the two agencies. When the Commission completes its 1-15 Express Lanes, which are planned to open in 2020, it will be the Commission's first independently operated and maintained toll facility. The Commission will be responsible for operating and maintaining the 1-15 Express Lanes for 50 years after opening. Staff identified the services needed to operate and maintain the 1-15 Express Lanes. The services generally include: • account management • transponder management • payment processing • violation processing • walk-in center customer service • customer call center • website management • monitor/manage express lanes traffic • incident management • dedicated FSP management • office technology maintenance • roadside technology maintenance • system maintenance • roadway maintenance To perform these and other services, staff recommends an integrated office, to be named the RCTC Operations Center (ROC), to house all of these functions to achieve economic and communication efficiencies. The ROC is envisioned to be a co -located office adjacent the 1-15 corridor that would house the Commission's 1-15 Express Lanes private toll system operator and the Commission's Toll Operations staff (currently three employees). The ROC would be scalable to accommodate future RCTC toll operation office space needs as additional toll facilities become operational in the future. The initial office building needs include approximately 8,000-12,000 square feet of office/operations space, 60-75 parking stalls, existing or potential access to fiber optic communication, close proximity to the 1-15 corridor for incident management and maintenance, reasonable access and visibility for customers, and other needs. Staff considered three options to establish the integrated ROC office in the 1-15 corridor vicinity: • Lease an existing office building; • Buy an existing office building; or • Build a new office building on Commission -owned surplus property from prior projects. Staff formed a ROC task force composed of Commission staff and professionals in right of way acquisition, property development, toll operations, financial advising, project management, and legal counsel to evaluate these three options. Factors considered and evaluated included: • One-time cost of building out an existing office building to meet ROC needs • One-time cost of building a new office building to meet ROC needs Agenda Item 7G 132 " 50-year lifecycle costs including lease expense, utilities, maintenance, periodic major rehabilitation, landscaping, HVAC, etc. " Scalable location to potentially expand to meet future Commission toll operation needs " Likelihood of being available on July 2019, for use in advance of opening by the toll service provider (TSP) " Amount of time and expertise needed from staff and advisors to build -out an existing office building " Amount of time and expertise needed from staff and advisors to develop a new property including the entitlement process and the complete property development work cycle " Market availability of property to lease/buy to meet ROC needs (e.g. location, size, access, etc.) " Suitability of Commission -owned property to meet ROC needs (e.g. location, size, access, etc.) " Impact to the Commission's 1-15 Express Lanes project long-term financing plan including the initial Measure A requirements " Timing and extent of procurement of additional services needed to support ROC development Two primary factors emerged as most significant in staff's analysis: long-term cost and schedule. Since the Commission is financing the project as a standalone project using 1-15 toll revenues and a 50-year operations time horizon, it allowed a true, long-term financial comparison between the three options. Short and long-term costs were developed for each of the three options. The Commission's 1-15 finance team performed three separate financial model runs to allow a long-term comparison between the options. The option to buy an existing office building was determined to have the most financial benefit in terms of long-term internal rate of return (IRR) and the minimum contribution of Measure A funds up front. The prospect of developing the ROC from raw land to a complete building in less than three years was deemed challenging. The Commission needs to provide the ROC to the future TSP by July 2019, to meet its contract commitments. This schedule allows for ample time for the TSP to install necessary toll -specific equipment, technology, security, and office amenities. It also allows for early staff hiring and training, and the provision of services related to account opening in advance of the express lanes opening. The comprehensive property development process was analyzed including cost estimates, task identification, schedule estimates, required permits identified, and professional services needed. Staff determined the time required to develop the ROC as a build option provides too great a risk to the Commission to complete the work by July 2019. Based on the analysis of long-term cost and schedule and a number of other considerations staff is recommending to buy an existing building to establish the ROC. Specifically, staff is Agenda Item 7G 133 recommending the Commission authorize staff to pursue the purchase of an existing office building to serve as the ROC and return to the Commission with a purchase and sale agreement recommendation for future consideration. Staff would conduct the purchase per the Commission's Right of Way Policies and Procedures Manual and involve legal counsel during each step of the process including market search, appraisal, offer, price negotiation, and the creation of a purchase and sale agreement for the Commission's future consideration. One of the risks the Commission faces is the lack of available and suitable office buildings whose purchase can be completed without delaying the project schedule. Based on the preliminary schedules developed, staff estimates the purchase of a suitable office building would have to commence by the 1st quarter of 2018 to meet the project schedule. Staff recognizes that market availability, Commission's ROC office criteria, property owner negotiations, and other factors could result in the inability to find and purchase a suitable ROC office in the timeframe needed. To mitigate this risk, staff is proposing a secondary recommendation that the Commission authorize staff to pursue the lease of an existing office building to serve as the ROC should a purchase of an existing office building not be possible or advisable to meet the Commission's near -term needs. It is expected that pursuing a lease would not commence until 2018, and only after feasible purchase opportunities had been exhausted at that time. Agenda Item 7G 134 AGENDA ITEM 7H RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: September 14, 2016 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: Request for Additional Funds for the Cajalco Road Widening Project WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to approve an additional $3 million of 2009 Measure A Western County New Corridors and/or federal Surface Transportation Program (STP) funds to cover costs associated with an expanded environmental document for the county of Riverside's (County) Cajalco Road widening project. BACKGROUND INFORMATION: In July 2009, the Commission approved $7 million of federal Surface Transportation Program (STP) funds for the project approval and environmental document (PA&ED) phase for the County's Cajalco Road widening project in response to the Mid County Parkway final alignment designation and need to improve an east -west facility to accommodate future travel demand. In January 2014, the Commission approved an additional $3 million of STP funds for the Cajalco Road widening project PA&ED phase through its Multifunding Call for Projects. During the preliminary environmental study, Caltrans determined the environmental document would necessitate preparing an environmental impact statement (EIS) instead of an environmental assessment/finding of no significant impact, which requires evaluating additional alternatives including $2 million for environmental mitigation. As a result, the costs for PA&ED have increased from approximately $11 million to $14 million. Other funding sources the County has secured for the PA&ED phase, in addition to the STP funds approved by the Commission, include $863,000 of redevelopment funds and $2.1 million of Transportation Uniform Mitigation Fee program zone funds. Given the project is regionally significant and its relationship to alternatives studied under the Community Environmental Transportation Acceptability Process (CETAP) East-West intra- county corridor, staff recommends approval of $3 million in 2009 Measure A Western County New Corridors and/or federal STP funding for the Cajalco Road widening project PA&ED phase. Agenda Item 7H 135 The project is eligible for both of these fund sources and staff will work with the County on determining the most appropriate use of funds. Financial Information In Fiscal Year Budget: N/A Year: FY 2017/18 Amount: $3,000,000 Source of Funds: 2009 Measure A Western County New Corridors funds and/or federal STP Budget Adjustment: No GL/Project Accounting No.: XXXXXX 81101 00000 0000 261 31 81101 Fiscal Procedures Approved: \lieueuv�,, Date: 08/15/2016 Attachment: Funding Request Letter from the County Dated July 5, 2016 Agenda Item 7H 136 OF Rivto�O AY •YZ fzn C5 'O q 2 U �Y44�40 LAND _= Juan C. Perez, P.E., T,E. Director of Transportation and Land Management July 5, 2016 COUNTY OF RIVERSIDE TRANSPORTATION AND LAND MANAGEMENT AGENCY Transportation Department Anne Mayer, Executive Director Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor Riverside, CA 92501 Patricia Romo, P.E. Director of Transportation Re Additional PA&ED Funds for Cajalco Road Widening to Four Lanes between Temescal Canyon Rd and 1-215 Ms. Mayer, The County of Riverside Transportation Department is in need of an additional $3,000,000 to complete the PA&ED phase of the Cajalco Road Widening to Four Lanes between Temescal Canyon Rd and 1-215 project. The Cajalco Road widening project began as four separate project segments when funds for engineering were approved through the western county TUMF program in December 2006. Project progress slowed as TUMF program revenue declined in 2008 and 2009. In July 2009, after public meetings for the Mid -County Parkway, the Commission approved supporting PA&ED funding for the County's Cajalco widening project with TUMF and/or federal funds. On December 14, 2010, the Board of Supervisors approved an Environmental and Engineering Services Agreement between the County and Jones & Stokes Associates, Inc. to prepare the environmental documentation and preliminary engineering design to obtain environmental clearance required for improvements along Cajalco Road between 1-15 and 1-215. On March 29, 2016 the Board of Supervisors approved Amendment No. 1 to the Environmental and Engineering Services Agreement. Amendment No. 1 modified the contract scope due to additional environmental and design requirements. During the preliminary environmental study, Caltrans, the NEPA lead agency, determined that an Environmental Impact Statement (EIS) would be required instead of the Environmental Assessment/Finding of No Significant Impact (EAIFONSI)that was originally thought. The key difference between the EA vs. EIS is that all reasonable and feasible alternatives must be evaluated at a similar level of detail when preparing an EIS. As part of the NEPA scoping process, two additional alternatives (beyond the two assumed in the original contract) were identified. As a result the project will require substantial additional services in terms of converting the NEPA document from a complex EA/FONSI to an EIS, as well as the increase in the number of alternatives from two build alternatives to six alternatives. 4080 Lemon Street, 8th Floor • Riverside, California 92501 • (951) 955-6740 • FAX (951) 955-3198 137 RE: Additional PA&ED Funds for Cajalco Road Widening July 5, 2016 Page 2 of 2 The current cost estimate to complete PA&ED for the Cajalco Road widening project is $14 million. RCTC provided an initial STP amount of $7.0M, the County added $0.863M of Redevelopment funds, the TUMF allocation is $2.1 million, and RCTC approved an additional $3.0M from the 2013 Call for Projects. We would like to request an additional $3.0M to be used towards the PA/ED phase of the project, this would allow the TUMF funds to be used for environmental mitigation land. We appreciate your consideration of this request. Please feel free to contact me if there are any questions. Sincerely, Patricia Romo Director of Transportation Cc: Scott Staley, RCTD Roy Null, RCTD Juan Perez, RCTD Shirley Medina, RCTC 138 AGENDA ITEM 71 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: September 14, 2016 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: City of Temecula Request to Reprogram Funding From Interstate 15/French Valley Parkway Phase 1 to Phase 2 WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Approve reprogramming the balance of Transportation Uniform Mitigation Fee (TUMF) Community Environmental Transportation Accountability Program (CETAP) funds for the Interstate 15/French Valley Parkway interchange improvement project from Phase 1 to Phase 2 in the amount of $1,472,509; 2) Approve Agreement No. 11-72-036-01, Amendment No. 1 to Agreement No. 11-72-036-00, with the city of Temecula (Temecula) for the I-15/French Valley Parkway interchange improvement Phase 1 project to reflect the decrease in funding of $1,472,509; 3) Approve Agreement No. 17-73-007-00 with Temecula for the I-15/French Valley Parkway interchange improvement Phase 2 project funding in an amount not to exceed $1,472,509; and 4) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements. BACKGROUND INFORMATION: In September 2010, the Commission approved up to $20 million in TUMF CETAP funds to fund the I-15/French Valley Parkway interchange improvement Phase 1 project. The project qualifies for TUMF CETAP funding as part of the CETAP north/south corridor. The city is nearing completion of the project and is requesting to reprogram the balance of $1,472,509 from Phase 1 to Phase 2. Phase 1 improvements are summarized as follows: • Construction of a new southbound off -ramp from 1-15 to French Valley Parkway; • Construction of the western segment of French Valley Parkway from the off -ramp to Jefferson Avenue; and Agenda Item 71 139 " Widening the 1-15 southbound off -ramp to Winchester Road (SR-79 North). Phase 2 improvements will include construction of a two-lane northbound collector/distributor beginning north of the Winchester Road on -ramps and ending just north of the 15/215 junction with connectors to 1-15 and 1-215. Of the $1,472,509 balance, $798,947 will be programmed for design work and $673,562 for right of way. These phases will begin upon execution of Agreement No. 17-73-007-00. Staff recommends approval of the city's request, so the city can continue progress on this regional project. Of importance to Phase 2 of the project is the coordination between Temecula and Caltrans to phase the interchange improvement project in segments that fit within current funding constraints. Construction funding is partially funded with State Transportation Improvement Program (STIP) funds and is a high priority for future STIP cycles. Financial Information In Fiscal Year Budget: Yes N/A Year: FY 2016/17 FY 2017/18 Amount: $798 947 $673,562 Source of Funds: TUMF CETAP Budget Adjustment: No N/A GL/Project Accounting No.: 005134 81101 00000 0000 210 73 81101 $798,947 005134 81401 00000 0000 210 73 81401 $673,562 Fiscal Procedures Approved: \pteudavju, Date: 08/08/2016 Attachments: 1) Draft Agreement No. 11-72-036-01 2) Draft Agreement No. 17-73-007-00 Agenda Item 71 140 ATTACHMENT 1 Agreement No. 11-72-036-01 AMENDMENT NO. 1 TO AGREEMENT FOR THE FUNDING OF TUMF REGIONAL ARTERIAL COMMUNITY ENVIRONMENTAL TRANSPORTATION ACCEPTABILITY PROCESS CORRIDOR IMPROVEMENTS ON THE REGIONAL SYSTEM OF HIGHWAYS AND ARTERIALS WITH THE CITY OF TEMECULA 1 PARTIES AND DATE This Amendment No. to Agreement No. 11-72-036 is made and entered into as of this day of , 2016, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("Commission") and the City of Temecula ("City"). 2. RECITALS 2.1 The Commission and the City have entered into an agreement entitled "Agreement for the Funding of TUMF Regional Arterial Community Environmental Transportation Acceptability Process Corridor (CETAP) Improvements with the City of Temecula dated December 21, 2010 (the "Master Agreement"). The Master Agreement provides the terms and conditions, scope of work, schedule and funding amount for the construction of the French Valley Parkway/I-15 Overcrossing and Interchange (hereinafter the "Project"). 2.2 The Commission and the City have entered into an Amendment No. 1 to the Master Agreement, dated December 21, 2010 for the purpose of decreasing the funding in the amount of $1,472,509 to reflect final cost as outlined in Exhibit A. 3. TERMS 3.1 The Funding Amount, as that term is defined in Section 3.2 of the Master Agreement, shall be decreased from twenty million ($20,000,000) to eighteen million five hundred twenty seven thousand four hundred ninety one ($18,527,491). R VPUB\HSHANE\722087.1 1 141 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". 3.3 The Project shall be completed expeditiously, within the term of the Master Agreement. 3.4 Except as amended by this Amendment, all provisions of the Master Agreement, 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. RVPUB\H SHANE\722087.1 [Signatures on following page] 2 142 SIGNATURE PAGE TO AGREEMENT NO. 11-72-036-01 IN WITNESS WHEREOF, the parties hereto have executed the Agreement on the date first herein above written. RIVERSIDE COUNTY City of Temeula TRANSPORTATION COMMISSION By: Scott Matas Signature APPROVED AS TO FORM: By: Best, Best & Krieger LLP General Counsel R VPUB\HSHANE\722087.1 3 Name Title 143 EXHIBIT "A" FUNDING: PHASE TUMF LOCAL TOTAL RIGHT OF WAY $3,504,714 $ $3,504,714 CONSTRUCTION $15,022,777 $4,100,000 $19,122,777 TOTAL $18,527,491 $4,100,000 $22,627,491 RVPUB\HSHANE\722087.1 Exhibit A 144 ATTACHMENT 2 Agreement No. 17-73-007-00 AGREEMENT FOR THE FUNDING OF TUMF REGIONAL COMMUNITY ENVIRONMENTAL TRANSPORTATION ACCEPTABILITY PROCESS CORRIDOR IMPROVEMENTS ON THE REGIONAL SYSTEM OF HIGHWAYS AND ARTERIALS WITH THE CITY OF TEMECULA 1. Parties and Date. 1.1 This Agreement is executed and entered into this day of , 2016, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("RCTC") and the City of Temecula ("City"). RCTC and City are sometimes collectively referred to herein as the "Parties". 2. Recitals. 2.1 RCTC is a county transportation commission created and existing pursuant to California Public Utilities Code Sections 130053 and 130053.5. 2.2 On November 5, 2002 the voters of Riverside County approved Measure A authorizing the collection of a one-half percent (1/2%) retail transactions and use tax to fund transportation programs and improvements within the County of Riverside, and adopting the Riverside County Transportation Improvement Plan (the "Plan"). 2.3 The Plan requires cities and the County in western Riverside County to participate in a Transportation Uniform Mitigation Fee (TUMF) Program to be eligible to receive Local Streets and Roads funds generated by Measure A. 2.4 The Plan further requires that the first $400 million in revenues from TUMF be made available to RCTC to fund equally the Regional Arterial System and development of New Transportation Corridors identified through the Community and Environmental Transportation Acceptability Process (CETAP). To receive TUMF funding, CETAP corridors must also be designated on the Regional System of Highways and Arterials as established in the October 2002 TUMF Nexus Study, as most recently amended in October 2009, and as may be amended in the future. 2.5 The Western Riverside Council of Governments (WRCOG) has been selected to administer the overall TUMF Program pursuant to applicable state laws including Government Code Sections 66000 et seq. and has entered into a Memorandum of Understanding (MOU) with RCTC Users/preprint/TUMF/Projects/Temecula/FVP I.C. and O.C. CETAP 1 145 dated July 10, 2003, and revised on September 10, 2008 regarding the allocation of the TUMF Regional Funds to be made available to RCTC for programming. 2.6 RCTC intends, by this Agreement, to distribute TUMF Regional Funds, identified by RCTC for CETAP corridors, subject to the conditions provided herein, and to participate in the joint development of the Project, as defined herein. 3. Terms. 3.1 Description of Work. This Agreement is intended to distribute TUMF Regional Funds allocated to CETAP Corridors to the City for design and right of way of the French Valley Parkway/I-15 Interchange Project — Phase II, ("the Work"). The Work, including a timetable and a detailed scope of work, is more fully described in Exhibit "A" attached hereto and, pursuant to Section 3.15 below, is subject to modification as requested by the City and approved by RCTC. 3.2 RCTC Funding Amount. RCTC hereby agrees to distribute to the City, on the terms and conditions set forth herein, a sum not to exceed one million four hundred seventy two thousand five hundred nine ($1,472,509), to be used exclusively for reimbursing the City for eligible Work expenses as described herein ("Funding Amount"). The City acknowledges and agrees that the Funding Amount may be less than the actual cost of the Work, and that RCTC shall not contribute TUMF Regional Funds in excess of the maximum TUMF share for the phase/project identified in Appendix F of the TUMF Nexus Study. 3.2.1 Eligible Work Costs. The total Work costs ("Total Work Cost") may include the following items, provided that such items are included in the scope of work attached as Exhibit "A": (1) City and/or consultant costs associated with direct Work coordination and support; (2) all costs associated with right-of-way acquisition, including right-of-way engineering, appraisal, acquisition, legal costs for condemnation procedures if authorized by the City, and costs of reviewing appraisals and offers for property acquisition; (3) costs reasonably incurred if condemnation proceeds; and (4) costs incurred in the preparation of plans, specifications, and estimates by City or consultants. 3.2.1.1 Right -of -Way Acquisition. The Parties acknowledge that in order to protect the City's ability to deliver the Project in a timely cost effective manner, the City may purchase parcels of property in advance of the completion of the Proj ect's final design (PS&E). The Parties acknowledge that acquired parcels or remnants purchased in advance of final design may not ultimately be required for the Project. Upon completion of the Proj ect's final design, the City shall provide RCTC with a detailed list of all parcels purchased by the City for which it received TUMF Regional Funds pursuant to this Agreement. The City shall identify any parcels or remnants thereof which were acquired using TUMF Regional Funds and are not required for construction of the Project. A preliminary list shall be submitted to the RCTC 30 days before the issuance of bid documents for construction of the Project and a final list shall be submitted to the RCTC no later than 30 days following the recording of the Certificated of Completion for the Project. 3.2.1.2 Valuation and Repayment of Any Property Remnants. Upon receipt of the City's final list, RCTC shall meet with the City for the purpose of identifying any parcel or reasonably usable remnant of a parcel for which TUMF Regional Funds were expended that may Users/preprint/TUMF/Projects/Temecula/FVP I.C. and O.C. CETAP 2 146 reasonably be developed for other use by the City and/or sold. The Parties shall confer in good faith to agree upon the disposition of such parcels and remnant parcels and their fair market value as of a date agreed to by the parties, but in no event later than the date of completion of the Project. "Fair Market Value" shall have the definition set forth in Code of Civil Procedure Section 1263.320 and "remnant" shall have the definition set forth in Code of Civil Procedure Section 1240.410. Nothing herein shall preclude the City and RCTC from beginning the meetings earlier in the event both parties agree that the parcel or remnant will not be used for the Project. 3.2.1.3 Reimbursement for Unused Parcels. Following recordation of the Certificate of Completion for the Project, the City shall be responsible for promptly reimbursing RCTC for any TUMF Regional Funds which were used to acquire parcels which are completely unused in the Project. If City funds other than TUMF were used to purchase the Parcel, those local funds shall be considered in determining the reimbursement amount. 3.2.1.4 Appeal to Commission. In the event of a disagreement between the Parties regarding the reimbursement of TUMF Regional Funds under this section 3.2.1, either party may appeal, in writing, to the RCTC Board. The RCTC Board's determination regarding excess right-of-way and value pursuant to this section shall be final. 3.2.2 Ineligible Work Costs. The Total Work Cost shall not include the following items which shall be borne solely by the City without reimbursement: (1) City administrative costs; (2) City costs attributed to the preparation of invoices, billings and payments; (3) any City fees attributed to the processing of the Work; and (4) expenses for items of work not included within the scope of work in Exhibit "A". 3.2.3 Increases in Work Funding. The Funding Amount may, in RCTC's sole discretion, be augmented with additional TUMF Regional Funds if the TUMF Nexus Study is amended to increase the maximum eligible TUMF share for the Work. Any such increase in the Funding Amount must be approved in writing by RCTC's Executive Director. In no case shall the amount of TUMF Regional Funds allocated to the City exceed the then -current maximum eligible TUMF share for the Work. No such increased funding shall be expended to pay for any Work already completed. For purposes of this Agreement, the Work or any portion thereof shall be deemed complete upon its acceptance by RCTC's Executive Director. 3.2.4 No Funding for Temporary Improvements. Only segments or components of the Work that are intended to form part of or be integrated into the Work may be funded by TUMF Regional Funds. No improvement which is temporary in nature, including but not limited to temporary roads, curbs, or drainage facilities, shall be funded with TUMF Regional Funds except as needed for staged construction of the Work. 3.3 City's Funding Obligation to Complete the Work. In the event that the TUMF Regional Funds allocated to the Work represent less than the total cost of the Work, the City shall provide such additional funds as may be required to complete the Work as described in Exhibit "A". 3.3.1 City's Obligation to Repay TUMF Regional Funds to RCTC. In the event that: (i) the City, for any reason, determines not to proceed with or complete the Work; or (ii) the Work is not timely completed, subject to any extension of time granted by RCTC pursuant to Section Users/preprint/TUMF/Projects/Temecula/FVP I.C. and O.C. CETAP 3 147 3.15; the City agrees that any TUMF Regional Funds that were distributed to the City for the Work shall be repaid in full to RCTC. The Parties shall enter into good faith negotiations to establish a reasonable repayment schedule and repayment mechanism which may include, but is not limited to, withholding of Measure A Local Streets and Roads revenues. The City acknowledges and agrees that RCTC shall have the right to withhold any Measure A Local Streets and Roads revenues due the City, in an amount not to exceed the total of the funds distributed to the City, and/or initiate legal action to compel repayment, if the City fails to repay RCTC within a reasonable time period not to exceed 180 days from receipt of written notification from RCTC that repayment is required. 3.4 Work Responsibilities of the City. The City shall be responsible for the following aspects of the Work, in compliance with state and federal law provided that such items are included in the Project scope of work attached as Exhibit "A": (i) development and approval of plans, specifications and engineer's estimate (PS&E), environmental clearance, right of way acquisition, and obtaining all permits required by impacted agencies prior to commencement of the Work ; (ii) all aspects of bidding, awarding, and administration of the contracts for the Work; (iii) all construction management of any construction activities undertaken in connection with the Work, including survey and material testing; and (iv) development of a budget for the Work prior to award of any contract for the Work, taking into consideration available funding, including TUMF Regional Funds. 3.5 Term/Notice of Completion. The term of this Agreement shall be from the date first herein above written until: (i) the date RCTC formally accepts the Work as complete, pursuant to Section 3.2.3; (ii) termination of this Agreement pursuant to Section 3.9; or (iii) the City has fully satisfied its obligations under this Agreement, "including full repayment of TUMF Regional Funds to RCTC as provided herein". All applicable indemnification provisions of this Agreement shall remain in effect following the termination of this Agreement. 3.6 Representatives of the Parties. RCTC's Executive Director, or his or her designee, shall serve as RCTC's representative and shall have the authority to act on behalf of RCTC for all purposes under this Agreement. The City hereby designates the City Manager, or his or her designee, as the City's representative to RCTC. The City's representative shall have the authority to act on behalf of the City for all purposes under this Agreement and shall coordinate all activities of the Work under the City's responsibility. The City shall work closely and cooperate fully with RCTC's representative and any other agencies which may have jurisdiction over or an interest in the Work. 3.7 Expenditure of Funds by City Prior to Execution of Agreement. Nothing in this Agreement shall be construed to prevent or preclude the City from expending funds on the Work prior to the execution of the Agreement, or from being reimbursed by RCTC for such expenditures. However, the City understands and acknowledges that any expenditure of funds on the Work prior to the execution of the Agreement is made at the City's sole risk, and that some expenditures by the City may not be eligible for reimbursement under this Agreement. 3.8 Review of Services. The City shall allow RCTC's Representative to inspect or review the progress of the Work at any reasonable time in order to determine whether the terms of this Agreement are being met. Users/preprint/TUMF/Projects/Temecula/FVP I.C. and O.C. CETAP 4 148 3.9 Termination. This Agreement may be terminated for cause or convenience as further specified below. 3.9.1 Termination for Convenience. 3.9.1.1 Notice. Either RCTC or the City may, by written notice to the other party, terminate this Agreement, in whole or in part, for convenience by giving thirty (30) days' written notice to the other party of such termination and specifying the effective date thereof. 3.9.1.2 Effect of Termination for Convenience. In the event that the City terminates this Agreement for convenience, the City shall, within 180 days, repay to RCTC in full all TUMF Regional Funds provided to the City under this Agreement. In the event that RCTC terminates this Agreement for convenience, RCTC shall, within 90 days, distribute to the City TUMF Regional Funds in an amount equal to the aggregate total of all unpaid invoices which have been received from the City regarding the Work at the time of the notice of termination; provided, however, that RCTC shall be entitled to exercise its rights under Section 3.14.2, including but not limited to conducting a review of the invoices and requesting additional information. This Agreement shall terminate upon receipt by the non -terminating party of the amounts due it under this Section 3.9.1.2. 3.9.2 Termination for Cause. 3.9.2.1 Notice. Either RCTC or the City may, by written notice to the other party, terminate this Agreement, in whole or in part, in response to a material breach hereof by the other party, by giving written notice to the other party of such termination and specifying the effective date thereof. The written notice shall provide a 30 day period to cure any alleged breach. During the 30 day cure period, the Parties shall discuss, in good faith, the manner in which the breach can be cured. 3.9.2.2 Effect of Termination for Cause. In the event that the City terminates this Agreement in response to RCTC's uncured material breach hereof, RCTC shall, within 90 days, distribute to the City TUMF Regional Funds in an amount equal to the aggregate total of all unpaid invoices which have been received from the City regarding the Work at the time of the notice of termination. In the event that RCTC terminates this Agreement in response to the City's uncured material breach hereof, the City shall, within 180 days, repay to RCTC in full all TUMF Regional Funds provided to the City under this Agreement. Notwithstanding termination of this Agreement by RCTC pursuant to this Section 3.9.2.2, RCTC shall be entitled to exercise its rights under Section 3.14.2, including but not limited to conducting a review of the invoices and requesting additional information. This Agreement shall terminate upon receipt by the non -terminating party of the amounts due it under this Section 3.9.2.2. 3.9.3 Cumulative Remedies. The rights and remedies of the Parties provided in this Section are in addition to any other rights and remedies provided by law or under this Agreement. 3.10 Prevailing Wages. The City and any other person or entity hired to perform services on the Work are alerted to the requirements of California Labor Code Sections 1770 et seq., which would require the payment of prevailing wages were the services or any portion thereof determined to be a public work, as defined therein. The City shall ensure compliance with these prevailing wage Users/preprint/TUMF/Projects/Temecula/FVP I.C. and O.C. CETAP $ 149 requirements by any person or entity hired to perform the Work. The City shall defend, indemnify, and hold harmless RCTC, its officers, employees, consultants, and agents from any claim or liability, including without limitation attorneys, fees, arising from its failure or alleged failure to comply with California Labor Code Sections 1770 et seq. 3.11 Progress Reports. RCTC may request the City to provide RCTC with progress reports concerning the status of the Work. 3.12 Indemnification. 3.12.1 City Responsibilities. In addition to the indemnification required under Section 3.10, the City agrees to indemnify and hold harmless RCTC, its officers, agents, consultants, and employees from any and all claims, demands, costs or liability arising from or connected with all activities governed by this Agreement including all design and construction activities, due to negligent acts, errors or omissions or willful misconduct of the City or its subcontractors. The City will reimburse RCTC for any expenditures, including reasonable attorneys' fees, incurred by RCTC, in defending against claims ultimately determined to be due to negligent acts, errors or omissions or willful misconduct of the City. 3.12.2 RCTC Responsibilities. RCTC agrees to indemnify and hold harmless the City, its officers, agents, consultants, and employees from any and all claims, demands, costs or liability arising from or connected with all activities governed by this Agreement including all design and construction activities, due to negligent acts, errors or omissions or willful misconduct of RCTC or its sub -consultants. RCTC will reimburse the City for any expenditures, including reasonable attorneys' fees, incurred by the City, in defending against claims ultimately determined to be due to negligent acts, errors or omissions or willful misconduct of RCTC. 3.12.3 Effect of Acceptance. The City shall be responsible for the professional quality, technical accuracy and the coordination of any services provided to complete the Work. RCTC's review, acceptance or funding of any services performed by the City or any other person or entity under this agreement shall not be construed to operate as a waiver of any rights RCTC may hold under this Agreement or of any cause of action arising out of this Agreement. Further, the City shall be and remain liable to RCTC, in accordance with applicable law, for all damages to RCTC caused by the City's negligent performance of this Agreement or supervision of any services provided to complete the Work. 3.13 Insurance. The City shall require, at a minimum, all persons or entities hired to perform the Work to obtain, and require their subcontractors to obtain, insurance of the types and in the amounts described below and satisfactory to the City and RCTC. Such insurance shall be maintained throughout the term of this Agreement, or until completion of the Work, whichever occurs last. 3.13.1 Commercial General Liability Insurance. Occurrence version commercial general liability insurance or equivalent form with a combined single limit of not less than $1,000,000.00 per occurrence. If such insurance contains a general aggregate limit, it shall apply separately to the Work or be no less than two times the occurrence limit. Such insurance shall: Users/preprint/TUMF/Projects/Temecula/FVP I.C. and O.C. CETAP 150 3.13.1.1 Name RCTC and City, and their respective officials, officers, employees, agents, and consultants as insured with respect to performance of the services on the Work and shall contain no special limitations on the scope of coverage or the protection afforded to these insured; 3.13.1.2 Be primary with respect to any insurance or self insurance programs covering RCTC and City, and/or their respective officials, officers, employees, agents, and consultants; and 3.13.1.3 Contain standard separation of insured provisions. 3.13.2 Business Automobile Liability Insurance. Business automobile liability insurance or equivalent form with a combined single limit of not less than $1,000,000.00 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. 3.13.3 Professional Liability Insurance. Errors and omissions liability insurance with a limit of not less than $1,000,000.00 Professional liability insurance shall only be required of design or engineering professionals. 3.13.4 Workers' Compensation Insurance. Workers' compensation insurance with statutory limits and employers' liability insurance with limits of not less than $1,000,000.00 each accident. 3.14 Procedures for Distribution of TUMF Regional Funds to City. 3.14.1 Initial Payment by the City. The City shall be responsible for initial payment of all the Work costs as they are incurred. Following payment of such Work costs, the City shall submit invoices to RCTC requesting reimbursement of eligible Work costs. Each invoice shall be accompanied by detailed contractor invoices, or other demands for payment addressed to the City, and documents evidencing the City's payment of the invoices or demands for payment. The City shall submit invoices not more often than monthly and not less often than quarterly. 3.14.2 Review and Reimbursement by RCTC. Upon receipt of an invoice from the City, RCTC may request additional documentation or explanation of the Work costs for which reimbursement is sought. Undisputed amounts shall be paid by RCTC to the City within thirty (30) days. In the event that RCTC disputes the eligibility of the City for reimbursement of all or a portion of an invoiced amount, the Parties shall meet and confer in an attempt to resolve the dispute. If the meet and confer process is unsuccessful in resolving the dispute, the City may appeal RCTC's decision as to the eligibility of one or more invoices to RCTC's Executive Director. The City may appeal the decision of the Executive Director to the full RCTC Board, the decision of which shall be final. Additional details concerning the procedure for the City's submittal of invoices to RCTC and RCTC's consideration and payment of submitted invoices are set forth in Exhibit `B", attached hereto. 3.14.3 Funding Amount/Adjustment. If a post Work audit or review indicates that RCTC has provided reimbursement to the City in an amount in excess of the maximum eligible TUMF share of the Work, as determined by the TUMF Nexus Study, or has provided reimbursement Users/preprint/TUMF/Projects/Temecula/FVP I.C. and O.C. CETAP 7 151 of ineligible Work costs, the City shall reimburse RCTC for the excess or ineligible payments within 30 days of notification by RCTC. 3.15 Work Amendments. Changes to the characteristics of the Work, including the deadline for Work completion, and any responsibilities of the City or RCTC may be requested in writing by the City and are subject to the approval of RCTC's Representative, which approval will not be unreasonably withheld, provided that extensions of time for completion of the Work shall be approved in the sole discretion of RCTC's Representative. Nothing in this Agreement shall be construed to require or allow completion of the Work without full compliance with the California Environmental Quality Act (Public Resources Code Section 21000 et seq.; "CEQA") and the National Environmental Policy Act of 1969 (42 USC 4231 et seq.), but the necessity of compliance with CEQA and NEPA shall not justify, excuse, or permit a delay in completion of the Work. 3.16 Conflict of Interest. For the term of this Agreement, no member, officer or employee of the City or RCTC, during the term of his or her service with the City or RCTC, as the case may be, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.17 Limited Scope of Duties. RCTC's and the City's duties and obligations under this Agreement are limited to those described herein. RCTC has no obligation with respect to the safety of any Work performed at a job site. In addition, RCTC shall not be liable for any action of City or its contractors relating to the condemnation of property undertaken by City or construction related to the Work. 3.18 Books and Records. Each party shall maintain complete, accurate, and clearly identifiable records with respect to costs incurred for the Work under this Agreement. They shall make available for examination by the other party, its authorized agents, officers or employees any and all ledgers and books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or related to the expenditures and disbursements charged to the other party pursuant to this disbursements charged to the other party pursuant to this Agreement. Further, each party shall furnish to the other party, its agents or employees such other evidence or information as they may require with respect to any such expense or disbursement charged by them. All such information shall be retained by the Parties for at least three (3) years following termination of this Agreement, and they shall have access to such information during the three-year period for the purposes of examination or audit. 3.19 Equal Opportunity Employment. The Parties represent that they are equal opportunity employers and they shall not discriminate against any employee or applicant of reemployment because of race, religion, color, national origin, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 3.20 Governing Law. This Agreement shall be governed by and construed with the laws of the State of California. Users/preprint/TUMF/Projects/Temecula/FVP I.C. and O.C. CETAP 8 152 3.21 Attorneys' Fees. If either party commences an action against the other party arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorneys' fees and costs of suit. 3.22 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.23 Headings. Article and Section Headings, paragraph captions or marginal headings contained in this Agreement are for convenience only and shall have no effect in the construction or interpretation of any provision herein. 3.24 Notification. All notices hereunder and communications regarding interpretation of the terms of the Agreement or changes thereto shall be provided by the mailing thereof by registered or certified mail, return receipt requested, postage prepaid and addressed as follows: City of Temecula RCTC P.O. Box 9033 Riverside County Transportation Commission Temecula, CA 92589-9033 4080 Lemon, 3rd Floor Mailing address: P.O. Box 12008 ATTN: Riverside, CA 92502 City Manager ATTN: Executive Director Any notice so given shall be considered served on the other party three (3) days after deposit in the U.S. mail, first class postage prepaid, return receipt requested, and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred regardless of the method of service. 3.25 Conflicting Provisions. In the event that provisions of any attached appendices or exhibits conflict in any way with the provisions set forth in this Agreement, the language, terms and conditions contained in this Agreement shall control the actions and obligations of the Parties and the interpretation of the Parties' understanding concerning the performance of the Services. 3.26 Contract Amendment. In the event that the Parties determine that the provisions of this Agreement should be altered, the Parties may execute a contract amendment to add any provision to this Agreement, or delete or amend any provision of this Agreement. All such contract amendments must be in the form of a written instrument signed by the original signatories to this Agreement, or their successors or designees. 3.27 Entire Agreement. This Agreement constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes any previous agreements or understandings. 3.28 Validity of Agreement. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 3.29 Independent Contractors. Any person or entities retained by the City or any contractor shall be retained on an independent contractor basis and shall not be employees of RCTC. Any Users/preprint/TUMF/Projects/Temecula/FVP I.C. and O.C. CETAP 9 153 personnel performing services on the Work shall at all times be under the exclusive direction and control of the City or contractor, whichever is applicable. The City or contractor shall pay all wages, salaries and other amounts due such personnel in connection with their performance of services on the Work and as required by law. The City or consultant shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance and workers' compensation insurance. [Signatures on following page] Users/preprint/TUMF/Projects/Temecula/FVP I.C. and O.C. CETAP 10 154 SIGNATURE PAGE TO AGREEMENT FOR THE FUNDING OF TUMF REGIONAL CETAP CORRIDOR IMPROVEMENTS RIVERSIDE COUNTY City of Temecula TRANSPORTATION COMMISSION By: By: Scott Matas Chair City Manager APPROVED AS TO FORM: ATTEST: By: By: Best, Best & Krieger Counsel to the Riverside County Transportation Commission Users/preprint/TUMF/Projects/Temecula/FVP I.C. and O.C. CETAP 11 MMC, City Clerk APPROVED AS TO FORM: By: Peter M. Thorson City Attorney 155 EXHIBIT "A" SCOPE OF WORK, FUNDING AND TIMETABLE SCOPE OF WORK French Valley Parkway/Interstate 1-15 Interchange Improvements (Phase II) Phase II will include construction of a two lane northbound collector/distributor beginning north of the Winchester Road on ramps and ending just north of the I-15/I-215 junction with connectors to I- 15 and I-215. FUNDING PHASE TUMF CETAP LOCAL OTHER TOTAL RIGHT OF WAY $673,562 $0 $0 $ DESIGN $798,947 $ $0 $ TOTAL $1,472,509 $ $0 $ TIMETABLE: START END PS&E SEP 2016 R/W SEP 2016 Users/preprint/TUMF/'Temecula/Projects/FVP I.C. and O.C. CETAP 156 EXHIBIT "A-1" GUIDANCE for COMPLETION OF EXHIBIT A The following list of items generally identified as eligible or ineligible for TUMF Regional Funding reimbursement are consistent with those used to develop the costs for improvements in the first NEXUS Study prepared by WRCOG. In general, all improvements, with the exception of sidewalks, must be within the curbs of the roadway and extend no further than the curb returns at intersections. In addition, all improvements on or connecting to interstate and state route facilities shall be consistent with Caltrans Highway Design Manual standards. Items which are typically considered eligible include: • Asphalt concrete pavement, up to 16' per lane, to accomplish a 12' travel lane and ancillary treatment and appropriate base materials • Concrete curb and gutter and associated drainage — paved roadway shoulders and swale may be used as a substitute • Class II Bike Lanes • Paved and painted 14' median, may be used as a dual left turn lanes • Traffic signals at intersections with state highways and major arterials which are also on the TUMF Network • Pavement striping and roadway signing as required. Items which are not typically considered eligible include: • Portland Cement pavement or other aesthetic pavement types (except at intersections) • Major rehabilitation or overlay of existing pavement in adjacent roadway lanes • Raised Medians • Parking Lanes • Landscaping • Lighting • Class I Bike Lanes Users/Preprint/TUMF/Projects/Temecula/FVP I.C. and O.C. CETAP 157 EXHIBIT "B" PROCEDURES FOR SUBMITTAL, CONSIDERATION AND PAYMENT OF INVOICES 1. RCTC recommends that the City incorporate Exhibit `B-1" into its contracts with any subcontractors to establish a standard method for preparation of invoices by contractors to the City and ultimately to RCTC for reimbursement of City contractor costs. 2. Each month the City shall submit an invoice for eligible Work costs incurred during the preceding month. The original invoice shall be submitted to RCTC's Executive Director with a copy to RCTC's Programming and Planning Manager. Each invoice shall be accompanied by a cover letter in a format substantially similar to that of Exhibit `B-2". 3. Each invoice shall include documentation from each contractor used by the City for the Work, listing labor costs, subcontractor costs, and other expenses. Each invoice shall also include a monthly progress report and spreadsheets showing the hours or amounts expended by each contractor or consultant for the month and for the entire Work to date. Samples of acceptable task level documentation and progress reports are attached as Exhibits `B-4" and "B-5". All documentation from the City's contractors should be accompanied by a cover letter in a format substantially similar to that of Exhibit `B-3". 4. If the City is seeking reimbursement for direct expenses incurred by City staff for eligible Work costs, the City shall detail the same level of information for its labor and any expenses in the same level of detail as required of contractors pursuant to Exhibit `B" and its attachments. 5. Charges for each task and milestone listed in Exhibit "A" shall be listed separately in the invoice. 6. Each invoice shall include a certification signed by the City Representative or his or her designee which reads as follows: "I hereby certify that the hours and salary rates submitted for reimbursement in this invoice are the actual hours and rates worked and paid to the consultants or contractors listed. Signed Title Date Invoice No. Users/Preprint/TUMF/Projects/Temecula/FVP IC —PH II - CETAP 158 7. RCTC will pay the City within 30 days after receipt by the Commission of an invoice. If RCTC disputes any portion of an invoice, payment for that portion will be withheld, without interest, pending resolution of the dispute, but the uncontested balance will be paid. 8. The final payment under this Agreement will be made only after: (i) the City has obtained a Release and Certificate of Final Payment from each contractor or consultant used on theWork; (ii) the City has executed a Release and Certificate of Final Payment; and (iii) the City has provided copies of each such Release to RCTC. Users/Preprint/TUMF/Projects/Temecula/FVP IC —PH II - CETAP 159 AGENDA ITEM 7J RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: September 14, 2016 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: Construction Funding Request for Interstate 215/Scott Road Interchange WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Approve $8 million in federal Surface Transportation Program (STP) funds for the Interstate 215/Scott Road interchange improvement project; and 2) Direct staff to amend the Federal Transportation Improvement Program (FTIP) and Regional Transportation Plan (RTP) to update the project description and funding for Phase I and Phase II improvements. BACKGROUND INFORMATION: The county of Riverside (County) is the lead agency for the Interstate 215/Scott Road interchange improvement project. The County began work on the project prior to the incorporation of the city of Menifee (Menifee) and is now three-quarters in Menifee and one quarter in the city of Murrieta. However, the County has continued to be the lead in delivering the project. The project was at 100 percent plans with an approved environmental document. However, in order to meet funding constraints, the County has worked with Caltrans on phasing the project. Phase I will consist of replacing the existing two lane Scott Road overcrossing with a new six - lane bridge, providing four through lanes and two turning lanes, and the additions of two new loop ramps and an auxiliary lane on 1-215 between the ramps. The revalidation of the environmental document for Phase 1 is anticipated to be complete by mid -December 2016, and design is expected to be complete by January 2017. Therefore, the project will be ready to list in Spring 2017. Phase 1 is expected to have a 25-year life cycle, therefore, Phase II, which will include widening of Scott Road Bridge (to accommodate six through lanes and five turning lanes) and widening of Scott Road between Haun Road and Antelope Road, will be delivered at a future date. Agenda Item 7J 160 The project's total cost for Phase I is estimated at $43 million and is identified on the Transportation Uniform Mitigation Fee (TUMF) program network. However, funding for this project, in the amount of approximately $35 million, will not be available until the adoption of the 2016 TUMF Nexus Study, which is anticipated at the end of this calendar year. In the meantime, Menifee is working with the Western Riverside Council of Governments on a funding strategy that will allow the city to advance local funds in anticipation of the 2016 TUMF Nexus Study adoption. There still remains a funding shortfall of $8 million, and the County is requesting the Commission's assistance in filling the funding gap. The I-215/Scott Road interchange improvement project is a multi -agency, regionally significant project that will enhance the investment the Commission has made along the 1-215 corridor. Simply put, the ability to phase the project in fundable segments at a time when all funding sources are limited and preparing the environmental document under federal provisions (National Environmental Protection Act) makes it easier to find funding. Therefore, staff is recommending approval of $8 million in federal Surface Transportation Program (STP) funds to fully fund the project. Staff will need to prepare and submit an FTIP amendment for Phase I and an amendment to the RTP for Phase II to adjust the description, schedule, and funding. Once the FTIP is amended to reflect Phase 1 improvements, the revalidation of the project's environmental document can be approved by Caltrans. The FTIP amendment is estimated to be federally approved by mid -November 2016. STP funds are administered by Caltrans; therefore there will be no fiscal impact to the Commission. Attachment: Funding Request Letter from the County Dated July 25, 2016 Agenda Item 71 161 Juan C. Perez, P.E., T.E. TranAportation and Land Management Agency Director July 25, 2016 COUNTY OF RIVERSIDE TRANSPORTATION AND LAND MANAGEMENT AGENCY Transportation Department Anne Mayer, Executive Director Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor Riverside, CA 92501 Patricia Romo, P.E. Director of Transportation Re: 1-215/Scott Road Interchange Improvement Project — Funding County Project Number B3-0689 Dear Anne, Over the past few years, the City of Menifee and the County of Riverside have been working with Caltrans, along with the City of Murrieta to deliver the I-2151Scott Road Interchange Improvement project. The project location was originally in unincorporated Riverside County, but with the incorporation of the City of Menifee, the project is now three-quarters within the City of Menifee and one -quarter in the City of Murrieta. The County of Riverside has continued as the lead in delivering the project, The project was at 100% plans with right of way acquisition underway when it was decided to phase the project, due to the high construction cost. The project lends itself to phasing since the bulk of the first phase improvements are on the north side of the interchange and can be implemented with very little throw away costs. All of the right of way for Phase 1 has been acquired with the exception of the temporary construction easements which are currently in process. Caltrans is in agreement with the phasing concept, and the project team is working through the required updates to the environmental document, traffic analysis and plans in order to finalize the plans and begin construction. Even though the project is being phased, construction costs remain high as the first phase constructs about 60 - 70% of the ultimate interchange. The estimated construction cost for phase 1 is $43,280,000, which includes utility relocation, construction management, construction surveys, and construction. Phase 1 includes the replacement of the existing 2 lane Scott Road overcrossing with a new 6 lane bridge, providing 4 through lanes and 2 right turn lanes, the addition of 2 new loop ramps, and an auxiliary lane on Interstate 215 between the ramps. The project has a CEQA/NEPA environmental document so it is eligible to accept Federal Funds for construction. We would like to request $8 million of federal funds for the construction of the interchange. This reduces the local funds needed to $31,280,000 which the City and County are committed to obtaining through various sources. Existing Scott Road is a 2 lane facility over the 1-215 with inadequate capacity to handle future traffic demand which is a safety concern to the public, both on Scott Road and the 1-215. The improvements to the interchange will significantly reduce congestion, enhance safety, bring new 4080 Lemoaa Street, 8th Floor Riverside, CA 92501 (951) 955-6740 P.O. Box 1090 - Riverside, CA 92502-1090 - FAX (951) 955-3198 162 opportunities to the City of Menifee, and enhance the recently completed Measure A widening projects from Nuevo Road to Murrieta Hot Springs Road. Please consider this a high priority project and consider our request to program $8 million of Federal Funds towards the Construction Phase of this important project. The project is nearing completion and can be under construction in 2017 if we can secure the needed funding. Sincerely, ._ --t Patricia Romo Director of Transportation Cc: Rob Johnson, Jonathan Smith, Juan Perez, RCTD 163 AGENDA ITEM 7K RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: September 14, 2016 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Shirley Medina, Planning and Programming Director THROUGH: Anne Mayer, Executive Director SUBJECT: 2016 Earmark Repurposing of Federal Funds Update BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Receive and file a report on the status of the 2016 Earmark Repurposing of Federal Funds, and 2) Approve the replacement of the earmark balance for the State Route 60/Potrero Boulevard interchange with federal funds, in the amount of $1,439,840, at such time when the project is deemed by Caltrans to be ready to list. BACKGROUND INFORMATION: On March 8, 2016, the Federal Highway Administration (FHWA) issued guidance on repurposing earmark balances (or savings) that are 10 years old or have not been obligated. The repurposing funds are made available from the federal transportation bill, Fixing America's Surface Transportation Act (FAST Act), and will be a one-time only opportunity to repurpose the earmark balances. Per FHWA guidance, the repurposed earmark must be obligated by September 30, 2019, and if the funds are not obligated by this date, the funds will lapse with no opportunity for an extension or to repurpose the funds to another project. Since the funds are federal, any project identified for repurposing must comply with all federal aid requirements. Projects identified for repurposing must also be within 50 miles of the original earmark project. At the July 13, 2016 Commission meeting, three of the Commission's earmark balances were approved for repurposing to the Pachappa Underpass project in the amount of $847,552. In addition, seven other local agency earmark balances were eligible for repurposing. Below are the earmark balances and repurposing projects proposed by the Commission and local agencies: Agenda Item 7K 164 Agency Project Legislation Project Proposed for Repurposing Balance Banning/County of Riverside Ramsey Street Extension 2003 App Act 1-10 Bypass in the Pass Area $ 1,738,625 *Beaumont SR-60/Potrero IC SAFETEA-LU Pachappa Underpass 1,439,840 Corona SR-91/Green River Road TEA-21 McKinley Avenue Grade Separation 156,585 County of Riverside SR-86/Avenue 66 Grade Separation SAFETEA-LU Construct a new two- lane (one lane in each direction) grade separation bypass with elevated structure over the UPRR, Hammond Road and SR-111 3,239,640 Desert Hot Springs Upgrade Essential Roads SAFETEA-LU 1-10 Bypass in the Pass Area 36,544 Murrieta I-15/California Oaks Road SAFETEA-LU I-215/Keller Road Interchange 1,439,840 Riverside Victoria Restoration SAFETEA-LU Widening of Magnolia Avenue 359,960 *City staff concurred with repurposing earmark balance. Staff recommends replacing the earmark balance with future federal funds when the SR-60/Potrero interchange project is ready for construction. The schedule for recommending projects for repurposing is as follows: August 1, 2016 August 31, 2016 September 12, 2016 Regions submit project repurposing forms to Caltrans Caltrans submits repurposed list of projects to FHWA Deadline for repurposing Staff submitted the project repurposing forms to Caltrans prior to August 1, 2016. Staff will continue to work with the cities, county, and Caltrans to ensure the request to repurpose the earmark balance is done according to FHWA and Caltrans guidance. There is no financial impact related to the repurposing of the earmark funds; rather, the programming of repurposed funds for the Pachappa Underpass project in the amount of $1,439,840 results in a reduction of federal Surface Transportation Program (STP) or Congestion Mitigation Air Quality (CMAQ) funds programmed on the Pachappa Underpass project. The FY 2016/17 Budget for the Pachappa Underpass project includes federal revenues of $12 million; therefore, a budget adjustment of $1,439,840 is not required to increase the federal revenues. Rather, a budget transfer, which does not require Commission approval, will be made to replace $1,439,840 of federal STP or CMAQ funds with the federal repurposed earmark funds. Agenda Item 7K 165 Financial Information In Fiscal Year Budget: Yes Year: FY 2016/17 Amount: $1,439,840 Source of Funds: Federal repurposed earmarks Budget Adjustment: Yes GL/Project Accounting No.: 003038 414 41410 0000 221 31 41401 Fiscal Procedures Approved: \)Latd,'ia.Stiuv Date: 08/11/2016 Agenda Item 7K 166 AGENDA ITEM 7L RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: September 14, 2016 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee LoreIle Moe -Luna, Senior Management Analyst Shirley Medina, Planning and Programming Director THROUGH: Anne Mayer, Executive Director SUBJECT: Fiscal Year 2016/17 Annual Local Transportation Fund Planning Allocations to Western Riverside Council of Governments and Coachella Valley Association of Governments BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to approve an allocation of Local Transportation Fund (LTF) planning funds in the amount of $701,250 for Western Riverside Council of Governments (WRCOG) and $382,500 for the Coachella Valley Association of Governments (CVAG) for efforts identified in each agency's Fiscal Year 2016/17 LTF Program Objectives/Work Plan (Work Plan) that supports transportation planning programs, and functions consistent with regional and subregional plans, programs and requirements. BACKGROUND INFORMATION: The LTF established in state law by the Transportation Development Act (TDA) is funded through a one -quarter of one cent of the state's 7.5 percent sales tax (based on point of sale and returned to source). LTF is used to fund transportation planning, operations, and capital projects. The action requested at this time is specifically to allocate the planning funds to the two councils of governments, WRCOG and CVAG. The LTF allocations for transit and rail operations and capital projects are part of the annual Short Range Transit Plans. Bicycle and pedestrian facilities are also funded by LTF and is part of the biennial SB 821 call for projects countywide. The LTF funding is distributed by the State Board of Equalization to the counties on a pro rata basis, pursuant to Section 99233.2 of the TDA, providing up to 3 percent of annual revenues to fund transportation planning and programming efforts. The Commission, as the Regional Transportation Planning Agency, is legally responsible for apportioning the LTF funds. Based on the projected FY 2016/17 revenues of $85 million, 3 percent of the projected revenue, or $2.550 million, is for planning and programming. By statute, the TDA also requires one half of these LTF funds ($1.275 million) be allocated for planning activities within the Western Riverside County and the Coachella Valley areas, as determined by the Commission. Distribution of the funding, as confirmed by the Commission in October 2014, is as follows: Agenda Item 7L 167 Planning Agency Percentage Apportionment/Allocation RCTC 15% $191,250 WRCOG 55% $701,250 CVAG 30% $382,500 Total 100% $1,275,000 WRCOG and CVAG submitted their respective FY 2016/17 Work Plans in accordance with existing guidelines. WRCOG's Work Plan is divided into two program areas and includes the following activities: 1) Planning Programs and Energy/Environment Programs a. WRCOG Region -wide Active Transportation Plan b. Riverside County Traffic Analysis Model (RIVTAM) Update: c. WRCOG Region -wide Safe Routes to School Plan d. Air Quality, Energy Efficiency and Sustainability Programs; 2) Regional Transportation Plans a. Transportation Uniform Mitigation Fee (TUMF) Program; and b. Riverside County Transportation Commission Programs. CVAG's Work Plan consists of nine main program areas: 1) Transportation Department Operations; 2) Project Management and Contract Administration; 3) CV Link Project Development; 4) Riverside County Transportation Commission Programs; 5) Planning, Programming and Monitoring Programs; 6) Miscellaneous Programs including GIS Information Services, support for the RIVTAM model, and Regional Arterial Traffic Count Program; 7) Congestion Management/Air Quality Programs; 8) TUMF Program; and 9) Governmental and Special Projects. Staff reviewed the Work Plans and found them to be consistent with the Commission's overall transportation programming and planning objectives and recommends approval. The Work Plans also benefit the respective geographic regions and are consistent with subregional and regional plans including the Southern California Association of Government's (SCAG) Regional Transportation Plan/Sustainable Communities Strategy (RTP/SCS). WRCOG and CVAG, in conjunction with SCAG, are responsible for subregional planning efforts that implement and are in conformance with the RTP/SCS. Agenda Item 7L 168 Financial Information In Fiscal Year Budget: Yes Year: FY 2016/17 Amount: $1,083,750 Source of Funds: Local Transportation Funds Budget Adjustment: No GL/Project Accounting No.: 106 65 86205 Fiscal Procedures Approved: ,M Date: 08/12/2016 Attachments: 1) WRCOG FY 2016/17 LTF Program Objectives/Work Plan 2) CVAG FY 2016/17 LTF Program Objectives/Work Plan Agenda Item 7L 169 ATTACHMENT 1 Western Riverside Council of Governments (WRCOG) Fiscal Year 2016/2017 Local Transportation Funds Program Objectives The Work Plan for FY 2016/2017 is divided into two program areas: 1. Planning Programs and Energy/Environment Programs California Air Resources Board Department of Energy (DOE) South Coast Air Quality Management District (SCAQMD) Southern California Associations of Governments (SCAG) California Association of Councils of Governments (CALCOG) Planning: This program includes the following activities: staff time to develop and work on three main projects: WRCOG Region -wide Active Transportation Plan (ATP); Riverside County Traffic Analysis Model (RIVTAM) Update; and WRCOG Region -wide Safe Routes to School Plan. The ATP will identify challenges to and opportunities for creating a safe, efficient, and complete active transportation network that will expand the availability of active modes of transportation for users both within the region and between neighboring regions. The RIVTAM Update will provide updates on socio-economic forecasts to reflect SCAG's recently adopted growth forecasts, updates to the roadway network, utilize data from SCAG's most recent Regional Travel Model to ensure consistency, and correct any significant structural issues related to RIVTAM. The Safe Routes to School Plan will identify important locations to enhance active transportation needs of school locations throughout Riverside County. Air Quality, Energy Efficiency and Sustainability: These programs include the following activities: development of a regional Streetlights Program, which will assist WRCOG jurisdiction purchase streetlights to enable them to retrofitting and will save local jurisdictions millions in operating and utility costs; continued staff participation in SCAQMD activities and rule - making, review of the 2016 AQMP; provide outreach and to the jurisdictions regarding air quality issues and funding opportunities; support WRCOG Clean Cities and programs that WRCOG has developed to reduce emissions through energy efficiency and water conservation; continued participation to assist jurisdiction in the purchase of alternative fuel vehicles and the development of the supporting infrastructure. 170 2. Regional Transportation Programs Riverside County Transportation Commission (RCTC) Riverside Transit Agency Ca!trans SCAG CALCOG TUMF: This program includes staff time to prepare the 2016 Nexus Study and Program Update; to administer the TUMF Program which includes but is not limited to: program contract/agreement administration; public outreach/information; the Annual Report; signage program; TUMF Zone Transportation Improvement Program development and amendments; prepare the annual audit; preparation of annual adjustment for construction costs; maintain TUMF data base of fee collections and disbursements; work with developers on credit and reimbursement agreements; and amend all program documents as necessary. Riverside County Transportation Commission Programs: These programs include staff time and project management to assist in transportation planning and air quality programs to include: participation in TUMF Program tasks as needed to assist RCTC in the implementation of the Regional TUMF Program; participate in evaluation committees as requested; and other planning related tasks as determined in consultation with the RCTC Executive Director. 171 ATTACHMENT 2 COACHELLA VALLEY ASSOCIATION OF GOVERNMENTS 73-710 Fred Waring Dr., Suite 200, Palm Desert, CA 92260 • (760) 346-1127 • www.cvag.org July 1, 2016 Ms. Theresia Trevino Chief Financial Officer Riverside County Transportation Commission RIVERSIM COUNTY Riverside County Regional Complex ri:ANSPORrATIcNCOMMIssloN 4080 Lemon Street, 3rd Floor Riverside, CA 92502 CVAG MECEIVEI JUL 05 2016 Dear Theresia, Invoice: CV17019-16 Re: 2016/17 Local Transportation Funding (LTF) The allocation to the Coachella Valley Association of Governments' (CVAG) Local Transportation Funding (LTF) for fiscal year 2016/17 is $389,300. Attached is an overview of CVAG's LTF Work Plan objectives utilizing this funding. Please consider this letter as an invoice for the funds. Please do not hesitate to call me if you have any questions. Thank you. Sincerely, COACHELLA RECEIVED JUL 05 2016 ROTC Finance Department ALLEY ASSOCIATION OF GOVERNMENTS Deputy Executive Director attachment Date Out Date In Pay th s $ Initials Approve 0 Reject Transfer $ Fund/Dept / c.c. Dennis Woods Shirley Medina, RCTC Director of Planning & Programming CITY OF BLYTHE • CITY OF CATHEDRAL CITY • CITY OF COACHELLA • CITY OF DESERT floT SPRINGS • CITY OF INDIAN WELLS CITY OF INDIO • CITY OF LA QUINTA • CITY OF PALM DESERT • CITY OF PALM SPRINGS • CITY OF RANCHO MIRAGE • COUNTY OF RIVERSIDE AGUA CALIENTE BAND OF CAHUILLA IN17A S • CABAZON BAND OF MISSION INDIANS TRANSPORTATION DEPARTMENT PROGRAM GOALS AND OBJECTIVES FISCAL YEAR 2016/17 The Work Plan for 2016/17 is separated into nine main program areas: 1) Transportation Department Operations • Transportation Program Administration • Implementation of Transportation Project Prioritization Study (TPPS) • Capital Improvement Program (CIP) Update • Other Transportation Planning • Operations Management and Administration This program area performs primarily administrative functions which consist of general transportation program administrative activities and various transportation planning duties in support of the Transportation Department. Completion of the 2015 update of the TPPS, RACE and Nexus Study and implementation of the Valley —wide Signal Synchronization program and primary consideration this fiscal year. (Funded from Measure A, TUMF and Active Transportation Program Funds) 2) Project Management and Contract Administration • Financial Cash Flow • Project Status Tracking • Preparation and Monitoring of Agreements Includes staff time to conduct project oversight (design, environmental, construction and close-out), preparation of reimbursement agreements for regional arterial projects, review and approval of project billings in accordance with project scope of work and participation in project development team meetings and associated staff reports. (Funded from Measure A, TUMF, LTF and Special Program Funds) 3) CV Link Project Development (Phased) • Project Development and Monitoring • Cash Flow Tracking • Grant Condition Monitoring Includes staff time to conduct project oversight of consultant services (preliminary environmental compliance and phased construction plans); review of project billings; participation in project development team meetings and preparation of associated reports. Finalizing the environmental documentation, developing construction plans and additional funding of the CV Link is an added consideration this fiscal year. 173 (Funded from Riverside County Regional Park and Open Space District Grant, Caltrans Environmental Justice Grant, California Strategic Growth Council Grant, PP&M, LTF, Sentinel Project AQMD Grant and Measure A) 4) Riverside County Transportation Commission (RCTC) Programs • Congestion Management Program/System (CMP/CMS) • RCTC Technical Advisory Committee • SB 821 • Coachella Valley Rail Program Includes staff time to support the Riverside County Congestion Management Program; analysis of traffic patterns through the traffic count program; provide RCTC staff regional transportation project information for the State Regional Transportation Improvement Program (RTIP); support the RCTC Technical Advisory Committee; Coachella Valley Passenger Rail Service Development Plan. (Funded from LTF, STA, Proposition 1 B [one-time funds] and TUMF) 5) Planning, Programming and Monitoring Program • Regional Transportation Improvement Program/State Transportation Improvement Program (RTIP/STIP) This area includes staff time in support of the State Transportation Improvement Program (STIP) and Regional Transportation Improvement Program (RTIP), support in implementation and updating of the CVAG Transportation Project Prioritization Study (TPPS), coordination of updates to the Capital Improvement Plan (CIP), and monitoring and examining impacts of implementing SB 45. TPPS activities support the regional project construction program which includes staff time to develop an annual prioritized list of construction projects and required financial resources. (Funded from PP&M, LTF and Measure A) 6) Miscellaneous Programs • GIS Information Services • Maintain Transportation Model • Regional Arterial Traffic Count Program This area involves support to multiple programs with a focus on key project areas. These areas include staff time and project management to maintain and provide input for GIS Information Services, the countywide transportation demand model, the regional arterial traffic count program, and transportation legislation review and analysis. GIS Information Services includes staff time to provide regional land use information to CVAG jurisdictions, developers, SCAG and Caltrans. The countywide transportation model involves support for the RIVTAM transportation model for forecasting projected transportation system needs to the year 2039. (Funded from Measure A, TUMF, and Special Program Funds) 174 7) Congestion Management /Air Quality Programs • CM/AQ Programs • Conformance with SIP requirements Involves Transportation Department staff support to CMAQ program areas. Also includes implementation of State Implementation Plan (SIP) conformance to CVAG regional projects. (Funded from CMAQ and Measure A) 8) Transportation Uniform Mitigation Fee (TUMF) Program • TUMF Program Administration • TUMF/GIS Interface • TUMF Audits Includes staff time in support of the TUMF program. and TUMF/GIS Interface program. TUMF program activities include staff time to monitor the implementation of the TUMF program in member jurisdictions, to perform annual fiscal reviews of building permits and TUMF collections, to research, analyze and prepare reports for TUMF appeals, to enter TUMF collections in the TUMF data base, to meet with developers on request to review potential TUMF assessments, and to perform special TUMF analysis on request. The TUMF/GIS Interface program requires support for continuing the development of integrating the TUMF collection process with electronic transmission of new development information for land use coverages. (Funded from TUMF) 9) Governmental and Special Projects • Southern California Association of Governments (SLAG) The SCAG program includes staff time to coordinate the CVAG sub -region SCAG Program needs, develop annual growth projections, provide input to the Federal Regional Transportation Plan, and assist SCAG with transportation modeling refinements. Additionally, staff performs specific transportation project work for SCAG. (Funded from Special Program Funds) • Special Projects Some proposed projects may involve general fund money or special grants. Any project not already a part of the regular work programs, will be brought through the committee process for approval of the proposed work. (Funded from Special Grant funds) 175 AGENDA ITEM 7M RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: September 14, 2016 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 Agreement with Jacobs Project Management Co. for Construction Management Services for the Interstate 215 Central Widening Project from Scott Road to Nuevo Road in the City of Perris WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Approve Agreement No. 12-31-034-07, Amendment No. 7 to Agreement No. 12-31-034-00, with Jacobs Project Management Co. (Jacobs) to fund the cost of extended construction management, inspection, and testing services for the Interstate 215 Central widening project in the amount of $441,328, plus a contingency amount of $44,000, for an additional amount of $485,328, and a total amount not to exceed $14,690,339; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; 3) Authorize the Executive Director or designee to approve the use of the contingency amount as may be required for the project; 4) Approve reprogramming up to $500,000 of State Transportation Improvement Program (STIP) Regional Improvement Program (RIP) funds from construction capital to construction support; 5) Authorize the Executive Director, pursuant to legal counsel review, to execute Agreement No. 12-31-078-03, Amendment No. 3 to Agreement No. 12-31-078-00, with Ca!trans to transfer up to $500,000 of STIP-RIP funds from construction capital to construction support; and 6) Approve an increase of $250,000 in FY 2016/17 budget revenues and expenditures for construction management services related to the project. BACKGROUND INFORMATION: On May 9, 2012, the Commission approved Agreement No. 12-31-034-00 with Jacobs to provide construction management, engineering surveying, and testing services for the project in the amount of $11,807,334, plus a contingency amount of $1,192,666, for a total amount not exceed of $13 million. The original agreement amount was $11,531,975. Agenda Item 7M 176 On October 3, 2012, the Commission and Jacobs entered into Amendment No. 1 to perform additional material field testing (gamma -gamma field testing) of cast -in -drilled -hole piles driven where groundwater was encountered on the project, at an estimated cost of $54,398 using contingency. On November 26, 2012, the Commission and Jacobs entered into Amendment No. 2 to bring on board a subconsultant to prepare a source inspection quality management plan, provide the project with a structural materials representative, and perform source inspection and testing, at an estimated cost of $603,500 using contingency. Caltrans was originally responsible to perform this work; however, a change in Caltrans policy at the start of construction shifted the responsibility to the local agency constructing the project. On May 16, 2013, the Commission and Jacobs entered into Amendment No. 3 to reflect changes in construction management staffing. This was a no cost amendment. On May 4, 2015, the Commission and Jacobs entered into Amendment No. 4, which authorized the use of the remaining contingency of $810,127 to fund the cost of extended construction management services, inspection, and testing services required for the project due to unforeseen circumstances and/or delays caused by weather or other parties. On June 10, 2015, the Commission approved Amendment No. 5 and authorized additional funding of $304,500 to fund the cost of the three-year plant establishment period and project close-out, for a total amount not to exceed $13,304,500. On January 13, 2016, the Commission approved Amendment No. 6 and authorized additional funding of $900,511 to fund the cost of completion of punch list items, installation of aesthetic panels on the retaining walls in the city of Perris, completion of three-year plant establishment period, and project close-out, for a total amount not to exceed $14,205,011. DISCUSSION: The 1-215 Central widening project construction is now 100 percent complete. The three-year plant establishment period started on October 26, 2015. Work remaining includes securing Caltrans relief of maintenance of the roadway improvements, except for plant establishment, preparation of as -built plans, and completion of three-year plant establishment period (October 25, 2018) and project closeout. Amendment No. 6 with Jacobs anticipated securing Caltrans relief of maintenance of the roadway improvements, except for plant establishment, by the end of June 2016. Staff now anticipates securing relief of maintenance of the roadway improvements, except for plant establishment, by the end of October 2016. Additional funds are needed to complete the remaining work. Agenda Item 7M 177 Accordingly, staff negotiated the scope and fee with Jacobs to perform construction management and inspection activities related to the above described work in the amount of $441,328 plus a contingency amount of $44,000, for an additional amount of $485,328 and a total amount not to exceed $14,690,339. Staff determined the services are consistent with the original scope and the cost to be reasonable and consistent with rates charged over the life of the contract. The following table is a summary of the agreement and related amendments: Commission Authorized Amount Commission Authorized Contingency Commission Authorized Total Jacobs Agreement Original Authorization: $11,807,334 $1,192,666 $13,000,000 $11,531,975 Amendments 1 - - 54,398 2 - - - 603,500 3 - - - - 4 - - - 810,127 5 276,857 27,643 $304,500 304,500 6 818,646 81,865 $900,511 900,511 Subtotal 12,902,837 1,302,174 14,205,011 14,205,011 7 (proposed) 441,328 44,000 485,328 485,328 Totals $13,344,165 $1,346,174 $14,690,339 $14,690,339 Recommendation Staff recommends approval of Agreement No. 12-31-034-07, Amendment No. 7 to Agreement No. 12-31-034-00, with Jacobs to continue construction management and inspection activities for securing Caltrans relief of maintenance, except for plant establishment, preparation of as - built plans, completion of three-year plant establishment period, and contract close out. Funding for this amendment will be from unused state funds already programmed on the construction capital phase of the project. Accordingly, the funding agreement will need to be amended to reprogram funding from construction capital to construction support, and a budget adjustment to increase FY 2016/17 revenues and expenditures in the amount of $250,000 is required. Agenda Item 7M 178 Financial Information In Fiscal Year Budget: No Year: FY 2016/17 Amount: $250,000 N/A FY 2017/18+ $235,328 Yes Source of Funds: STIP/RIP Budget Adjustment: N/A GL/Project Accounting No.: 003023 415 41502 262 31 41501 Revenues 003023 81302 00000 0000 262 31 81301 Expenditures Fiscal Procedures Approved: �-�iv.14.wrr Date: 08/09/2016 Attachment: Draft Agreement No. 12-31-034-07 with Jacobs Agenda Item 7M 179 Agreement No. 12-31-034-07 AMENDMENT NO. 7 TO THE AGREEMENT WITH JACOBS PROJECT MANAGEMENT CO. FOR CONSTRUCTION MANAGEMENT, MATERIALS TESTING AND CONSTRUCTION SURVEYING SERVICES FOR THE INTERSTATE 215 WIDENING, SCOTT ROAD TO NUEVO ROAD PROJECT 1 PARTIES AND DATE This Amendment No. 7 to the Agreement for Construction Management, Materials Testing and Construction Surveying Services is made and entered into as of this day of , 2016, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("Commission") and JACOBS PROJECT MANAGEMENT CO. ("Consultant"), a Delaware corporation. 2. RECITALS 2.1 The Commission and the Consultant have entered into Agreement No. 12- 31-034-00 dated June 21, 2012, for the purpose of providing construction management, engineering surveying and testing services (the "Master Agreement"). 2.2 The Commission and Consultant have entered into Amendment No. 1 to the Master Agreement, dated October 3, 2012, for the purpose of clarifying costs for laboratory testing and equipment, clarifying the hourly rate of a subconsultant, to exercise the option to include the additional task of gamma - gamma logging as use of "wet method" construction is anticipated, and to provide for additional compensation for this additional task. 2.3 The Commission and Consultant have entered into Amendment No. 2 to the Master Agreement, dated November 26, 2012, for the purpose of including the preparation of a Source Inspection Quality Management Plan, the provision of a Structural Material Representative, and the performance of source inspection and testing. 17336.02200\24390802.2 1 180 2.4 The Commission and Consultant have entered into Amendment No. 3 to the Master Agreement, dated May 16, 2013, for the purpose of changing the Registered Landscape Architect Subconsultant and to update portions of the Master Agreement related thereto. 2.5 The Commission and Consultant have entered into Amendment No. 4 to the Master Agreement, dated May 4, 2015, for the purpose of releasing contingency to fund an increased level of Services required by the Commission for the project, to formalize, through the Commission's standard amendment process, previously entered into binding letter agreements that amend certain terms of the Master Agreement, and to update portions of the Master Agreement related thereto, including an updated organizational chart, revisions to the rate range for Jacobs Quality Manager position, and addition of the Leighton Consulting Project Manager position. 2.6 The Commission and the Consultant have entered into Amendment No. 5 to the Master Agreement, dated August 25, 2015, for the purpose of revising the Scope of Services to add the required three year plant establishment period, project close-out and provide additional compensation for the 1-215 Central Widening Project, and to include an updated Project organization chart. 2.7 The Commission and the Consultant have entered into an Amendment No. 6 to the Master Agreement, dated February 3, 2016, for the purposed of revising the rate range for the Jacobs Project Manager/RE position and for providing additional compensation for the continued provision of construction management, materials testing, and construction surveying services. 2.8 The parties now desire to amend the Master Agreement in order to revise the Scope of Services and to provide additional compensation for plant establishment and project closeout. 3. TERMS The Scope of Services for the Master Agreement shall be amended to include Services, as that term is defined in the Master Agreement, required for plant establishment and project closeout, as more fully described in Exhibit "A" attached to this Amendment and incorporated herein by reference. Services described in this Amendment shall be performed in 17336.02200\24390802.2 2 181 accordance with the Cost Proposal and Schedule of Services set forth in Exhibit "A". 3.1 The maximum compensation for Services performed pursuant to this Amendment shall be Four Hundred Forty One Thousand Three Hundred Twenty Eight Dollars ($441,328), as further detailed in the attached Exhibit "A". Work shall be performed at the rates set forth in the attached Exhibit "A", or if not included herein, at the rates set forth in the Master Agreement, as previously amended. 3.2 The total not -to -exceed amount of the Master Agreement, as amended by this Amendment No. 7, shall be increased from Fourteen Million Ninety -Five Thousand Five Hundred Three Dollars (14,095,503) to Fourteen Million Five Hundred Thirty Six Thousand Eight Hundred Thirty One Dollars ($14,536,831). 3.3 Except as amended by this Amendment, all provisions of the Master Agreement, as previously amended by Amendment Nos. 1 through 6, 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] 17336.02200\24390802.2 3 182 SIGNATURE PAGE TO AGREEMENT NO. 12-31-034-07 IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the date first herein above written. RIVERSIDE COUNTY JACOBS PROJECT TRANSPORTATION COMMISSION MANAGEMENT CO. By: By: Anne Mayer, Executive Director Signature Name Title APPROVED AS TO FORM: ATTEST: By: By: Best Best & Krieger LLP Counsel to the Riverside County Its: Transportation Commission * A corporation requires the signatures of two corporate officers. One signature shall be that of the chairman of board, the president or any vice president and the second signature (on the attest line) shall be that of the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation. If the above persons are not the intended signators, evidence of signature authority shall be provided to RCTC. 17336.02200\24390802.2 183 EXHIBIT "A" [Attached behind this page] 17336.02200\24390802.2 AGENDA ITEM 7N RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: September 14, 2016 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 Interstate 15/Railroad Canyon Road 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. 10-72-016-05, Amendment No. 5 to Agreement No. 10-72-016-00, with the city of Lake Elsinore (Lake Elsinore) for the Interstate 15/ Railroad Canyon Road interchange project to authorize an additional $350,000 in Transportation Uniform Mitigation Fee (TUMF) funds to complete project approval and environmental document (PA&ED) phase for a total PA&ED phase funding amount of $2,555,000; 2) Approve Agreement No. 11-31-107-05, Amendment No. 5 to Agreement No. 11-31-107-00, with SC Engineering to complete the PA&ED services associated with the project in the amount of $230,000, plus an additional contingency amount of $34,500 for an additional amount of $264,500, and a total amount not to exceed $1,494,509; 3) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements on behalf of the Commission; and 4) Authorize the Executive Director, or designee, to approve release of contingency work up to the total authorized amount as may be required for the project. BACKGROUND INFORMATION: Since May 2011, the Commission has managed the environmental and preliminary engineering phase of the project on behalf of Lake Elsinore. SC Engineering began the PA&ED phase work for Lake Elsinore and has continued the work for the Commission. The most recent action by the Commission on this project took place in May 2014, when the Commission approved Lake Elsinore's request for staff to analyze the roundabout alternative (five consecutive roundabouts) as one of the project's suite of alternatives. The total TUMF funding currently Agenda Item 7N 185 approved for the PA&ED phase is $2,205,000, and the SC Engineering contract authorization is a total amount not to exceed $1,230,009. DISCUSSION: Due to the unique nature and complexity of the roundabout alternative, in August 2015, Caltrans initiated a peer review and outreach to other state department of transportation agencies to perform a full evaluation. In December 2015, staff executed Amendment No. 4 with SC Engineering for an additional amount of $74,000, using available contingency, to respond to peer review comments. The peer review required an extensive amount of staff and consultant effort, time, and numerous meetings with the Federal Highway Administration, Caltrans, Lake Elsinore, and roundabout experts to address peer reviewer comments. The peer review was completed in June 2016; however, this left a remaining contract authorization of $77,000, which staff determined is not sufficient to complete the PA&ED phase. In July 2016, to keep the project moving forward, staff redirected the remaining project budget to continue work on the critical path deliverables for the PA&ED phase. Because the remaining funds available are not sufficient to complete the PA&ED phase, staff also requested SC Engineering provide a scope and fee to complete PA&ED phase for the project. Staff reviewed SC Engineering's proposal and recommends approval of this request to complete the PA&ED phase. Staff estimates a total additional cost of $350,000 to complete PA&ED, comprised of $230,000 for SC Engineering, $34,500 for contingency, and $85,500 for staff and other costs. Therefore, staff recommends approval to amend Agreement No. 11-31-107-00 in the amount of $230,000, plus a contingency amount of $34,500, for an additional amount of $264,500 and a total amount not to exceed $1,494,509. The additional cost to complete PA&ED will also require an amendment to the existing TUMF agreement between the Commission and Lake Elsinore to increase the project PA&ED funding phase by an additional $350,000 to $2,555,000. The Western Riverside Council of Governments has indicated the additional TUMF funds are available in the TUMF program it administers. The revised total TUMF funding for the PA&ED phase is below the proposed TUMF funding of $2,595,000 in the draft 2016 TUMF Nexus Study for the Railroad Canyon Road interchange project PA&ED phase. The draft 2016 TUMF Nexus study is anticipated to be approved by the end of 2016. Lake Elsinore supports the increase in TUMF funding for the PA&ED phase and will consider the item at the August 23 city council meeting. Therefore, staff recommends approval to amend the TUMF Agreement No. 10-72-016-00 to increase the PA&ED phase funding to $2,555,000. In order to recover some time in completing the peer review, staff will procure a consultant to prepare the plans, specifications, and estimates (PS&E) prior to completion of the PA&ED phase. Staff will return to the Commission to recommend approval of a PS&E consultant contract and a new project delivery agreement between Lake Elsinore and the Commission for future phases of this project. Agenda Item 7N 186 Financial Information In Fiscal Year Budget: Yes Year: FY 2016/17 Amount: $350,000 Source of Funds: TUMF Regional Arterial Budget Adjustment: No GLA No.: 005104 81101 210 72 81101 $264,500 Engineering expenditures 005104 6XXXX 210 72 6XXXX $85,500 Commission staff and other costs Fiscal Procedures Approved: \14€44davit, Date: 08/11/2016 Attachments: 1) Draft TUMF Funding Amendment —Agreement No. 10-72-016-05 2) Draft SC Engineering Amendment —Agreement No. 11-31-107-05 Agenda Item 7N 187 ATTACHMENT 1 Agreement No. 11-31-107-05 AMENDMENT NO. 5 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. 5 is made and entered into as of this day of , 2016, 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 1-15 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 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"). 2.4 The Commission and the Consultant have entered into an Amendment No. 1 to the Master Agreement, dated June 1, 2011, which amended and superseded the Letter Agreement, and incorporated additional terms and conditions into the Master Agreement. 2.5 The Commission and the Consultant have entered into an Amendment No. 2 to the Master Agreement, dated January 6, 2014, to revise the 17336.01200\21715367.2 1 188 Scope of Services and provide additional compensation to complete the PA&ED Phase of the Project. 2.6 The Commission and the Consultant have entered into an Amendment No. 3 to the Master Agreement, dated May 28, 2014, to include certain attachments that were part of the Consultant's proposal and should have been incorporated as part of Amendment No. 1; include additional services required to complete the PA&ED Phase of the Project; and provide additional compensation. 2.7 The Commission and the Consultant have entered into an Amendment No. 4 to the Master Agreement, dated December 3, 2015, to include additional services required to complete the PANED Phase of the Project and to provide additional compensation for the said services. 2.8 The Commission and the Consultant now desire to amend the Master Agreement in order to provide continued services required to complete the PA&ED Phase of the Project and to provide additional compensation for said services. 3. TERMS 3.1 The Scope of Services of the Master Agreement shall be amended to include Services, as that term is defined in the Master Agreement, required to provide additional PA&ED Services 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 not exceed Two Hundred Thirty Thousand Dollars ($230,000). Work shall be performed at the rates set forth in the Master Agreement. 3.3 The total not -to -exceed value of the Master Agreement, as previously amended and as amended by this Amendment No. 4, shall be increased from One Million Two Hundred Thirty Thousand Nine Dollars (1,230,009) to One Million Four Hundred Sixty Thousand Nine Dollars (1,460,009). 3.4 Except as amended by this Amendment, all provisions of the Master Agreement, as amended by Amendment Nos. 1, 2, 3 and 4, 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. 17336.01200\21715367.2 [Signatures on following page] 2 189 SIGNATURE PAGE TO AGREEMENT NO. 11-31-107-05 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: Anne Mayer, Executive Director Reyes S. Chavez, President APPROVED AS TO FORM: By: Best Best & Krieger LLP Counsel to the Riverside County Transportation Commission 17336.01200\21715367.2 3 190 EXHIBIT "A" Scope of Work and Fee Proposal [Attached behind this page] Exhibit A 17336.01200\21715367.2 ATTACHMENT 2 Agreement No. 10-72-016-05 AMENDMENT NO. 5 TO AGREEMENT FOR THE FUNDING OF TUMF REGIONAL ARTERIAL IMPROVEMENTS WITH THE CITY OF LAKE ELSINORE FOR THE RAILROAD CANYON ROAD AT 1-15 IMPROVEMENTS 1. PARTIES AND DATE This Amendment No. 5 is made and entered into as of this day of , 2016, 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 1-15 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 Commission and the City have entered into an Amendment No. 2 to the Master Agreement, dated December 19, 2013, ("Amendment No. 2") 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. 2.4 The Commission and the City have entered into an Amendment No. 3 to the Master Agreement, dated July 15, 2014, ("Amendment No. 3") for the purpose of providing additional TUMF funding for the completion of the PA&ED Phase of the Project. 17336.02600\24591509.2 1 192 2.5 The Commission and the City have entered into an Amendment No. 4 to the Master Agreement, dated April 12, 2016 ("Amendment No. 4") for the purpose of providing additional TUMF funding for design and right of way related services for the Project. 2.6 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. 4, shall be increased from Six Million Eight Hundred Five Thousand Dollars ($6,805,000) to Seven Million One Hundred Fifty Five Thousand Dollars (7,155,000). 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 Nos. 1, 2, 3 and 4, 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] 17336.02600\24591509.2 2 193 SIGNATURE PAGE TO AGREEMENT NO. 10-72-016-05 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: Anne Mayer, Executive Director Brian Tisdale, Mayor APPROVED AS TO FORM: APPROVED AS TO FORM: By: By: Best Best & Krieger LLP Counsel to the Riverside County Transportation Commission 17336.02600\24591509.2 3 Barbara Leibold City Attorney 194 EXHIBIT "A" FUNDING FUNDING: PHASE TUMF LOCAL TOTAL PA&ED $2,555,000 $0 $2,555,000 DESIGN $2,000,000 $0 $2,000,000 ROW $2,600,000 $0 $2,600,000 TOTAL $7,155,000 N/A $7,155,000 17336.02600\24591509.2 EXHIBIT "A" 195 AGENDA ITEM 70 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: September 14, 2016 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 Jacobs Project Management Company for Construction Management Services for the Construction of the Pachappa Underpass Project WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Award Agreement No. 16-31-051-00 to Jacobs Project Management Company (Jacobs) to provide construction management (CM), materials testing, and construction surveying services for the Pachappa Underpass project, in the amount of $1,739,231, plus a contingency amount of $260,769, for a total amount not to exceed $2 million; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; and 3) Authorize the Executive Director, or designee, to approve contingency work as may be required for the project. BACKGROUND INFORMATION: At its December 2015 meeting, the Commission supported Caltrans' recommendation to delete the work along the Union Pacific Railroad (UPRR) line near the Pachappa Underpass from the SR-91 High Occupancy Vehicle Lanes project. The Commission authorized staff to repackage the work as the Pachappa Underpass project (Project) and serve as the lead agency responsible for advertising, administering, and award of the construction contract which includes the procurement of a CM team. At its July 2016 meeting, the Commission approved the use of federal Surface Transportation Program (STP) and repurposed federal earmarks for the construction capital and support. The environmental document has been completed, and Caltrans is completing the plans, specifications, and estimates. The current cost estimate for construction is approximately $12 million. Agenda Item 70 196 Procurement Process Pursuant to Government Code 4525 et seq, selection of architect, engineer, and related services shall be on the basis of demonstrated competence and on professional qualifications necessary for the satisfactory performance of the services required. Therefore, staff used the qualification method of selection for the procurement of these services. Evaluation criteria included elements such as qualifications of firm, qualifications of personnel, project understanding and approach, understanding of materials testing and construction surveying services, and the ability to respond to the requirements set forth under the terms of a request for qualifications (RFQ). RFQ No. 16-31-051-00 for CM, materials testing, and construction surveying services for the Project was released by staff on February 23, 2016. A public notice was advertised in the Press Enterprise, and the RFQ was posted on the Commission's PlanetBids website, which is accessible through the Commission's website. Through PlanetBids, 120 firms downloaded the RFQ, 29 of these firms are located in Riverside County. A pre -proposal conference was held on March 1, 2016 and attended by 27 firms. Staff responded to all questions submitted by potential proposers prior to the March 8 clarification deadline date. Ten firms — Athalye Consulting Engineering Services Inc. (Athalye); Caltrop; Falcon Engineering Services (Falcon); Hill International; Jacobs; Michael Baker International; Parsons Transportation Group, Inc.; Southstar Engineering & Consulting, Inc. (Southstar); T.Y. Lin International; and Vali Cooper & Associates, Inc.; — submitted responsive and responsible statements of qualifications (SOQ) prior to the 2:00 p.m. submittal deadline on March 22. Three of the ten firms are located in Riverside County. Based on the evaluation criteria set forth in the RFQ, the firms were evaluated and scored by an evaluation committee comprised of Commission, Bechtel, and Caltrans staff. Based on the evaluation committee's assessment of the written proposals and pursuant to the terms of the RFQ, the evaluation committee short listed and invited four firms (Athalye, Falcon, Jacobs, and Southstar) to the interview phase of the evaluation and selection process. Interviews were conducted on April 15, 2016. The evaluation committee conducted a subsequent evaluation of each firm, based on both written and interview components presented to the evaluation committee by each proposer. Accordingly, the evaluation committee recommends contract award to Jacobs to provide CM, materials testing, and construction surveying services for the Project, as it earned the highest total evaluation scores. Subsequently, staff has negotiated the scope (including the appropriate level of effort, labor categories/mix, etc.), cost, and schedule proposal from Jacobs for the project services and established a fair and reasonable price. As part of the federal procurement process for architectural and engineering services, the contract is subject to a pre -award audit by Caltrans Audits and Investigations Unit. The proposed cost is $1,739,231 and may change slightly as a Agenda Item 70 197 result of the pre -award audit, but it will be finalized prior to Commission approval. Staff anticipates advertising for the construction contract by early 2017. Recommendation Staff recommends award of Agreement No. 16-31-051-00 to Jacobs to perform CM services, materials testing, and construction surveying services for the Project, based on the final project scope and cost included with the attachment, in the amount of $1,739,231, plus a contingency amount of $260,769 for unanticipated changes, for a total amount not to exceed $2 million. Financial Information In Fiscal Year Budget: Yes N/A Year: FY 2016/17 FY 2017/18 Amount: $1,000,000 $1,000,000 Source of Funds: STP, Repurposed Federal Earmarks Budget Adjustment: No N/A GL/Project Accounting No.: 003038 81302 00000 0000 222 31 81302 Fiscal Procedures Approved: \I-414Adeivita Date: 08/08/2016 Attachment: Draft Agreement No. 16-31-051-00 Agenda Item 70 198 Agreement No. 16-31-051-00 PROFESSIONAL SERVICES AGREEMENT WITH FHWA FUNDING/ASSISTANCE RIVERSIDE COUNTY TRANSPORTATION COMMISSION AGREEMENT WITH JACOBS PROJECT MANAGEMENT CO. FOR PROJECT AND CONSTRUCTION MANAGEMENT SERVICES FOR THE PACHAPPA UNDERPASS COMPLETION AND RELATED WORK ON STATE ROUTE 91 BETWEEN POST MILES 18.39 TO 20.69 IN THE CITY OF RIVERSIDE, CALIFORNIA Parties and Date. This Agreement is made and entered into this day of , 2016, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("the Commission") and JACOBS PROJECT MANAGEMENT CO. ("Consultant"), a Delaware corporation. The Commission and Consultant are sometimes referred to herein individually as "Party", and collectively as the "Parties". Recitals. A. On November 8, 1988 the Voters of Riverside County approved Measure A authorizing the collection of a one-half percent (1/2 %) retail transactions and use tax (the "tax") to fund transportation programs and improvements within the County of Riverside, and adopting the Riverside County Transportation Improvement Plan (the "Plan"). B. Pursuant to Public Utility Code Sections 240000 et seq., the Commission is authorized to allocate the proceeds of the Tax in furtherance of the Plan. C. On November 5, 2002, the voters of Riverside County approved an extension of the Measure A tax for an additional thirty (30) years for the continued funding of transportation and improvements within the County of Riverside. D. A source of funding for payment for professional services provided under this Agreement is federal funds administered by the California Department of Transportation ("Caltrans") from the United States Department of Transportation pursuant to the 1 17336.00800\29028522.1 199 following project/program: Congestion Mitigation Air Quality ("CMAQ"). This Agreement shall not be deemed to be approved by the Commission until the certification shown in Exhibit "E" attached hereto and incorporated herein by reference, is executed. E. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the Commission on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing Project Construction and Management services to public clients, is licensed in the State of California (if necessary), and is familiar with the plans of the Commission. F. The Commission desires to engage Consultant to render such services for the Pachappa Underpass Completion and Related Work on State Route 91 between Post Miles 18.39 to 20.69 in the City of Riverside, California ("Project"), as set forth in this Agreement. G. The Project includes various aspects including, but not limited to, the procurement of a Project construction contractor, the acquisition of right-of-way and the sale of toll revenue bonds to provide funding for the Project. Terms. 1. General Scope of Services. Consultant shall furnish all technical and professional services, including labor, material, equipment, transportation, supervision and expertise, and incidental and customary work necessary to fully and adequately supply the professional construction management services, materials testing, and construction surveying services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 2. Commencement of Services. The Consultant shall commence work upon receipt of a written "Notice to Proceed" or "Limited Notice to Proceed" from Commission. 3. Pre -Award Audit. As a result of the federal funding for this Project, and to the extent Caltrans procedures apply in connection therewith, issuance of a "Notice to Proceed" may be contingent upon completion and approval of a pre -award audit. Any questions raised during the pre -award audit shall be resolved before the Commission will consider approval of this Agreement. The federal aid provided under this Agreement is contingent on meeting all Federal requirements and could be withdrawn, thereby entitling the Commission to terminate this Agreement, if the procedures are not completed. The Consultant's files shall be maintained in a manner to facilitate Federal and State process reviews. In addition, the applicable federal agency, or Caltrans acting in behalf of a federal agency, may require that prior to performance of any work 2 17336.00800\29028522.1 200 for which Federal reimbursement is requested and provided, that said federal agency or Caltrans must give to Commission an "Authorization to Proceed". 4. Caltrans Audit Procedures. Consultant and subconsultant contracts, including cost proposals and ICR, are subject to audits or reviews such as, but not limited to, a contract audit, an incurred cost audit, an Independent Cost Review (ICR) Audit, or a CPA ICR audit work paper review. If selected for audit or review, this Agreement, Consultant's cost proposal and ICR and related work papers, if applicable, will be reviewed to verify compliance with 48 CFR, Part 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review it is Consultant's responsibility to ensure federal, state, or local government officials are allowed full access to the CPA's work papers including making copies as necessary. This Agreement, Consultant's cost proposal, and ICR shall be adjusted by Consultant and approved by the Commission's contract manager to conform to the audit or review recommendations. Consultant agrees that individual terms of costs identified in the audit report shall be incorporated into this Agreement by this reference if directed by Commission at its sole discretion. Refusal by Consultant to incorporate audit or review recommendations, or to ensure that the federal, state or local governments have access to CPA work papers, will be considered a breach of the Agreement terms and cause for termination of this Agreement and disallowance of prior reimbursed costs. Additional audit provisions applicable to this Agreement are set forth in Sections 23 and 24 of this Agreement. 5. Term. 5.1 This Agreement shall go into effect on the date first set forth above, contingent upon approval by Commission, and Consultant shall commence work after notification to proceed by Commission's Contract Administrator. This Agreement shall end on December 31, 2018, unless extended by contract amendment. 5.2 Consultant is advised that any recommendation for Agreement award is not binding on Commission until this Agreement is fully executed and approved by the Commission. 5.3 This Agreement shall remain in effect until the date set forth above, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. All applicable indemnification provisions of this Agreement shall remain in effect following the termination of this Agreement. 6. Commission's Contract Administrator. The Commission hereby designates the Commission's Executive Director, or his or her designee, to act as its Contract Administrator for the performance of this Agreement ("Commission's Contract Administrator"). Commission's Contract Administrator shall have the authority to act on behalf of the Commission for all purposes under this Agreement. Commission's Contract Administrator shall also review and give approval, as needed, to the details of 3 17336.00800\29028522.1 201 Consultant's work as it progresses. Consultant shall not accept direction or orders from any person other than the Commission's Contract Administrator or his or her designee. 7. Consultant's Representative. Consultant hereby designates Gary Tomasetti, Project Engineer to act as its Representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to act on behalf of Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his or her professional skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. Consultant shall work closely and cooperate fully with Commission's Contract Administrator and any other agencies which may have jurisdiction over, or an interest in, the Services. Consultant's Representative shall be available to the Commission staff at all reasonable times. Any substitution in Consultant's Representative shall be approved in writing by Commission's Contract Administrator. 8. Substitution of Key Personnel. Consultant has represented to the Commission that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval by the Commission. In the event that the Commission and Consultant cannot agree as to the substitution of the key personnel, the Commission shall be entitled to terminate this Agreement for cause, pursuant to the provisions herein. The key personnel for performance of this Agreement are identified in the organization chart set forth in Exhibit "A", attached hereto and incorporated herein by reference. 9. Standard of Care; Licenses. Consultant represents and maintains that it is skilled in the professional calling necessary to perform all Services, duties and obligations required by this Agreement to fully and adequately complete the Project. Consultant shall perform the Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Consultant further represents and warrants to the Commission that its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant shall perform, at its own cost and expense and without reimbursement from the Commission, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein, and shall be fully responsible to the Commission for all damages and other liabilities provided for in the indemnification provisions of this Agreement arising from the Consultant's errors and omissions. Any employee of Consultant or its sub - consultants who is determined by the Commission to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of 4 17336.00800\29028522.1 202 persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the Commission, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 10. Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. Commission retains Consultant on an independent contractor basis and not as an employee, agent or representative of the Commission. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries and other amounts due such personnel in connection with their performance of Services and as required by law. Consultant shall be responsible for all reports and obligations respecting such personnel, including but not limited to, social security taxes, income tax withholdings, unemployment insurance, disability insurance, and workers' compensation insurance. 11. Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, the Commission shall respond to Consultant's submittals in a timely manner. Upon request of Commission's Contract Administrator, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 11.1 Modification of the Schedule. Consultant shall regularly report to the Commission, through correspondence or progress reports, its progress in providing required Services within the scheduled time periods. Commission shall be promptly informed of all anticipated delays. In the event that Consultant determines that a schedule modification is necessary, Consultant shall promptly submit a revised Schedule of Services for approval by Commission's Contract Administrator. 11.2 Trend Meetings. Consultant shall conduct trend meetings with the Commission's Contract Administrator and other interested parties, as requested by the Commission, on a bi weekly basis or as may be mutually scheduled by the Parties at a standard day and time. These trend meetings will encompass focused and informal discussions concerning scope, schedule, and current progress of Services, relevant cost issues, and future Project objectives. Consultant shall be responsible for the preparation and distribution of meeting agendas to be received by the Commission and other attendees no later than three (3) working days prior to the meeting. 5 17336.00800\29028522.1 203 11.3 Progress Reports. As part of its monthly invoice, Consultant shall submit a progress report, in a form determined by the Commission, which will indicate the progress achieved during the previous month in relation to the Schedule of Services. Submission of such progress report by Consultant shall be a condition precedent to receipt of payment from the Commission for each monthly invoice submitted. 12. Delay in Performance. 12.1 Excusable Delays. Should Consultant be delayed or prevented from the timely performance of any act or Services required by the terms of the Agreement by reason of acts of God or of the public enemy, acts or omissions of the Commission or other governmental agencies in either their sovereign or contractual capacities, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes or unusually severe weather, performance of such act shall be excused for the period of such delay. 12.2 Written Notice. If Consultant believes it is entitled to an extension of time due to conditions set forth in subsection 12.1, Consultant shall provide written notice to the Commission within seven (7) working days from the time Consultant knows, or reasonably should have known, that performance of the Services will be delayed due to such conditions. Failure of Consultant to provide such timely notice shall constitute a waiver by Consultant of any right to an excusable delay in time of performance. 12.3 Mutual Agreement. Performance of any Services under this Agreement may be delayed upon mutual agreement of the Parties. Upon such agreement, Consultant's Schedule of Services shall be extended as necessary by the Commission. Consultant shall take all reasonable steps to minimize delay in completion, and additional costs, resulting from any such extension. 13. Preliminary Review of Work. All reports, working papers, and similar work products prepared for submission in the course of providing Services under this Agreement shall be submitted to the Commission's Contract Administrator in draft form, and the Commission may require revisions of such drafts prior to formal submission and approval. In the event plans and designs are to be developed as part of the Project, final detailed plans and designs shall be contingent upon obtaining environmental clearance as may be required in connection with Federal funding. In the event that Commission's Contract Administrator, in his or her sole discretion, determines the formally submitted work product to be not in accordance with the standard of care established under this contract, Commission's Contract Administrator may require Consultant to revise and resubmit the work at no cost to the Commission. 14. Appearance at Hearings. If and when required by the Commission, Consultant shall render assistance at public hearings or other meetings related to the Project or necessary to the performance of the Services. However, Consultant shall not be required to, and will not, render any decision, interpretation or recommendation regarding questions of a legal nature or which may be construed as constituting a legal opinion. 6 17336.00800\29028522.1 204 15. Opportunity to Cure; Inspection of Work. Commission may provide Consultant an opportunity to cure, at Consultant's expense, all errors and omissions which may be disclosed during Project implementation. Should Consultant fail to make such correction in a timely manner, such correction may be made by the Commission, and the cost thereof charged to Consultant. Consultant shall allow the Commission's Contract Administrator, Caltrans and FHWA to inspect or review Consultant's work in progress at any reasonable time. 16. Claims Filed by Contractor. 16.1 If claims are filed by the Commission's contractor for the Project ("Contractor") relating to work performed by Consultant's personnel, and additional information or assistance from the Consultant's personnel is required by the Commission in order to evaluate or defend against such claims; Consultant agrees to make reasonable efforts to make its personnel available for consultation with the Commission's construction contract administration and legal staff and for testimony, if necessary, at depositions and at trial or arbitration proceedings. 16.2 Consultant's personnel that the Commission considers essential to assist in defending against Contractor claims will be made available on reasonable notice from the Commission. Consultation or testimony will be reimbursed at the same rates, including travel costs that are being paid for the Consultant's personnel services under this Agreement. 16.3 Services of the Consultant's personnel and other support staff in connection with Contractor claims will be performed pursuant to a written contract amendment, if necessary, extending the termination date of this Agreement in order to finally resolve the claims. 16.4 Nothing contained in this Section shall be construed to in any way limit Consultant's indemnification obligations contained in Section 29. In the case of any conflict between this Section and Section 29, Section 29 shall govern. This Section is not intended to obligate the Commission to reimburse Consultant for time spent by its personnel related to Contractor claims for which Consultant is required to indemnify and defend the Commission pursuant to Section 29 of this Agreement. 17. Final Acceptance. Upon determination by the Commission that Consultant has satisfactorily completed the Services required under this Agreement and within the term herein, the Commission shall give Consultant a written Notice of Final Acceptance. Upon receipt of such notice, Consultant shall incur no further costs hereunder, unless otherwise specified in the Notice of Final Acceptance. Consultant may request issuance of a Notice of Final Acceptance when, in its opinion, it has satisfactorily completed all Services required under the terms of this Agreement. In the event copyrights are permitted under this Agreement, then in connection with Federal funding, it is hereby acknowledged and agreed that the United States Department of 7 17336.00800\29028522.1 205 Transportation shall have the royalty -free non-exclusive and irrevocable right to reproduce, publish, or otherwise use, and to authorize others to use, the work for governmental purposes. 18. Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. For example, and not by way of limitation, Consultant shall keep itself fully informed of and in compliance with all implementing regulations, design standards, specifications, previous commitments that must be incorporated in the design of the Project, and administrative controls including those of the United States Department of Transportation. Compliance with Federal procedures may include completion of the applicable environmental documents and approved by the United States Department of Transportation. For example, and not by way of limitation, a signed Categorical Exclusion, Finding of No Significant Impact, or published Record of Decision may be required to be approved and/or completed by the United States Department of Transportation. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the Commission, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold Commission, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 19. Fees and Payment. 19.1 The method of payment for this Agreement will be based on actual cost plus a fixed fee. Commission shall reimburse Consultant for actual costs (including labor costs, employee benefits, travel, equipment rental costs, overhead and other direct costs) incurred by Consultant in performance of the Services. Consultant shall not be reimbursed for actual costs that exceed the estimated wage rates, employee benefits, travel, equipment rental, overhead, and other estimated costs set forth in the approved Consultant cost proposal attached hereto as Exhibit "C" and incorporated herein by reference ("Cost Proposal") unless additional reimbursement is provided for by a written amendment. In no event shall Consultant be reimbursed for overhead costs at a rate that exceeds Commission's approved overhead rate set forth in the Cost Proposal. In the event that Commission determines that a change to the Services from that specified in the Cost Proposal and this Agreement is required, the contract time or actual costs reimbursable by Commission shall be adjusted by written amendment to accommodate the changed work. The maximum total cost as specified in herein shall not be exceeded, unless authorized by a written amendment. 19.2 In addition to the allowable incurred costs, Commission shall pay Consultant a fixed fee of Ninety Four Thousand Eight Hundred Eighty Four Dollars ($94,884). The fixed fee is nonadjustable for the term of this Agreement, except in the 8 17336.00800\29028522.1 206 event of a significant change in the Scope of Services, and such adjustment is made by written amendment. 19.3 Reimbursement for transportation and subsistence costs shall not exceed the rates specified in the approved Cost Proposal. 19.4 When milestone cost estimates are included in the approved Cost Proposal, Consultant shall obtain prior written approval for a revised milestone cost estimate from the Contract Administrator before exceeding such cost estimate. 19.5 Progress payments shall be made monthly in arrears based on Services provided and allowable incurred costs. A pro rata portion of Consultant's fixed fee shall be included in the monthly progress payments. If Consultant fails to submit the required deliverable items according to the schedule set forth in the Scope of Services, Commission shall have the right to delay payment or terminate this Agreement. 19.6 No payment shall be made prior to approval of any Services, nor for any Services performed prior to approval of this Agreement. 19.7 Consultant shall be reimbursed, as promptly as fiscal procedures will permit upon receipt by Commission's Contract Administrator of itemized invoices in triplicate. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Consultant is billing. Invoices shall detail the work performed on each milestone and each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference this Agreement number and project title. Final invoice must contain the final cost and all credits due Commission including any equipment purchased under the Equipment Purchase provisions of this Agreement. The final invoice should be submitted within 60 calendar days after completion of Consultant's work. Invoices shall be mailed to Commission's Contract Administrator at the following address: Riverside County Transportation Commission Attention: Accounts Payable P.O. 12008 Riverside, CA 92502 19.8 The total amount payable by Commission including the fixed fee shall not exceed One Million Seven Hundred Thirty Nine Thousand Two Hundred Thirty One Dollars ($1,739,231). 19.9 Salary increases shall be reimbursable if the new salary is within the salary range identified in the approved Cost Proposal and is approved by Commission's Contract Administrator. For personnel subject to prevailing wage rates as described in the California Labor Code, all salary increases, which are the direct result of changes in the prevailing wage rates are reimbursable. 9 17336.00800\29028522.1 207 19.10 Consultant shall not be reimbursed for any expenses unless authorized in writing by the Commission's Contract Administrator. 19.11 All subcontracts in excess of $25,000 shall contain the above provisions. 20. Disputes. 20.1 Any dispute, other than audit, concerning a question of fact arising under this Agreement that is not disposed of by mutual agreement of the Parties shall be decided by a committee consisting of RCTC's Contract Administrator and the Director of Capital Projects, who may consider written or verbal information submitted by Consultant. 20.2 Not later than 30 days after completion of all Services under this Agreement, Consultant may request review by the Commission's Executive Director of unresolved claims or disputes, other than audit. The request for review will be submitted in writing. 20.3 Neither the pendency of a dispute, nor its consideration by the committee will excuse Consultant from full and timely performance in accordance with the terms of this Agreement. 21. Termination. 21.1 Commission reserves the right to terminate this Agreement for any or no reason upon thirty (30) calendar days written notice to Consultant with the reasons for termination stated in the notice. 21.2 Commission may terminate this Agreement with Consultant should Consultant fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, Commission may proceed with the work in any manner deemed proper by Commission. If Commission terminates this Agreement with Consultant, Commission shall pay Consultant the sum due to Consultant under this Agreement prior to termination, unless the cost of completion to Commission exceeds the funds remaining in this Agreement. In such case, the overage shall be deducted from any sum due Consultant under this Agreement and the balance, if any, shall be paid to Consultant upon demand. 21.3 In addition to the above, payment upon termination shall include a prorated amount of profit, if applicable, but no amount shall be paid for anticipated profit on unperformed Services. Consultant shall provide documentation deemed adequate by Commission's Contract Administrator to show the Services actually completed by Consultant prior to the effective date of termination. This Agreement shall terminate on the effective date of the Notice of Termination. 10 17336.00800\29028522.1 208 21.4 Discontinuance of Services. Upon receipt of the written Notice of Termination, Consultant shall discontinue all affected Services as directed in the Notice or as otherwise provided herein, and deliver to the Commission all Documents and Data, as defined in this Agreement, as may have been prepared or accumulated by Consultant in performance of the Services, whether completed or in progress. 21.5 Effect of Termination for Cause. In addition to the above, Consultant shall be liable to the Commission for any reasonable additional costs incurred by the Commission to revise work for which the Commission has compensated Consultant under this Agreement, but which the Commission has determined in its sole discretion needs to be revised, in part or whole, to complete the Project because it did not meet the standard of care established herein. Termination of this Agreement for cause may be considered by the Commission in determining whether to enter into future agreements with Consultant. 21.6 Cumulative Remedies. The rights and remedies of the Parties provided in this Section are in addition to any other rights and remedies provided by law or under this Agreement. 21.7 Waivers. Consultant, in executing this Agreement, shall be deemed to have waived any and all claims for damages which may otherwise arise from the Commission's termination of this Agreement, for convenience or cause, as provided in this Section. 21.8 Consultant may not terminate this Agreement except for cause. 22. Cost Principles and Administrative Requirements. 22.1 Consultant agrees that the Contract Cost Principles and Procedures, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., shall be used to determine the cost allowability of individual items. 22.2 Consultant also agrees to comply with federal procedures in accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. 22.3 Any costs for which payment has been made to Consultant that are determined by subsequent audit to be unallowable under 2 CFR, Part 200 and 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., are subject to repayment by Consultant to Commission. 22.4 All subcontracts in excess of $25,000 shall contain the above provisions. 23. Retention of Records/Audit. For the purpose of determining compliance with Public Contract Code 10115, et seq. and Title 21, California Code of Regulations, Chapter 21, Section 2500 et seq., when applicable and other matters connected with 11 17336.00800\29028522.1 209 the performance of this Agreement pursuant to Government Code 8546.7; Consultant, subconsultants, and Commission shall maintain and make available for inspection all books, documents, papers, accounting records, and other evidence pertaining to the performance of this Agreement, including but not limited to, the costs of administering this Agreement. All parties shall make such materials available at their respective offices at all reasonable times during this Agreement period and for three years from the date of final payment under this Agreement. The state, State Auditor, Commission, FHWA, or any duly authorized representative of the Federal Government shall have access to any books, records, and documents of Consultant and it's certified public accountants (CPA) work papers that are pertinent to this Agreement and indirect cost rates (ICR) for audit, examinations, excerpts, and transactions, and copies thereof shall be furnished if requested. Subcontracts in excess of $25,000 shall contain this provision. 24. Audit Review Procedures. 24.1 Any dispute concerning a question of fact arising under an interim or post audit of this Agreement that is not disposed of by agreement, shall be reviewed by Commission's Chief Financial Officer. 24.2 Not later than 30 days after issuance of the final audit report, Consultant may request a review by Commission's Chief Financial Officer of unresolved audit issues. The request for review shall be submitted in writing. 24.3 Neither the pendency of a dispute nor its consideration by Commission shall excuse Consultant from full and timely performance, in accordance with the terms of this Agreement. 25. Subcontracting. 25.1 Nothing contained in this Agreement or otherwise, shall create any contractual relation between Commission and any subconsultant(s), and no subcontract shall relieve Consultant of its responsibilities and obligations hereunder. Consultant agrees to be as fully responsible to Commission for the acts and omissions of its subconsultant(s) and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by Consultant. Consultant's obligation to pay its subconsultant(s) is an independent obligation from Commission's obligation to make payments to the Consultant. 25.2 Consultant shall perform the Services with resources available within its own organization and no portion of the Services shall be subcontracted without written authorization by Commission's Contract Administrator, except that, which is expressly identified in the approved Cost Proposal. 25.3 Consultant shall pay its subconsultants within ten (10) calendar days from receipt of each payment made to Consultant by Commission. 12 17336.00800\29028522.1 210 25.4 Any subcontract in excess of $25,000 entered into as a result of this Agreement shall contain all the provisions stipulated in this contract to be applicable to subconsultants. 25.5 Any substitution of subconsultant(s) must be approved in writing by Commission's Contract Administrator prior to the start of work by the subconsultant(s). 25.6 Exhibit "C" Part 2 also sets forth the rates at which each subconsultant shall bill the Consultant for Services and that are subject to reimbursement by the Commission to Consultant. Additional Direct Costs, as defined in Exhibit "C" Part 1 shall be the same for both the Consultant and all subconsultants, unless otherwise identified in Exhibit "C" Part 2. The subconsultant rate schedules and cost proposals contained herein are for accounting purposes only. 26. Equipment Purchase 26.1 Prior authorization, in writing, by Commission's Contract Administrator shall be required before Consultant enters into any unbudgeted purchase order, or subcontract exceeding $5,000 for supplies, equipment, or Consultant services. Consultant shall provide an evaluation of the necessity or desirability of incurring such costs. 26.2 For purchase of any item, service or consulting work not covered in Consultant's Cost Proposal and exceeding $5,000 prior authorization by Commission's Contract Administrator is required. Three competitive quotations must be submitted with the request for such purchase, or the absence of bidding must be adequately justified. 26.3 Any equipment purchased as a result of this contract is subject to the following: Consultant shall maintain an inventory of all nonexpendable property. Nonexpendable property is defined as having a useful life of at least two years and an acquisition cost of $5,000 or more. If the purchased equipment needs replacement and is sold or traded in, Commission shall receive a proper refund or credit at the conclusion of this Agreement, or if this Agreement is terminated, Consultant may either keep the equipment and credit Commission in an amount equal to its fair market value, or sell such equipment at the best price obtainable at a public or private sale, in accordance with established Commission procedures; and credit Commission in an amount equal to the sales price. If Consultant elects to keep the equipment, fair market value shall be determined at Consultant's expense, on the basis of a competent independent appraisal of such equipment. Appraisals shall be obtained from an appraiser mutually agreeable to Commission and Consultant. If Consultant determines to sell the equipment, the terms and conditions of such sale must be approved in advance by Commission. 2 CFR, Part 200 requires a credit to Federal funds when participating equipment with a fair market value greater than $5,000 is credited to the project. 13 17336.00800\29028522.1 211 26.4 All subcontracts in excess $25,000 shall contain the above provisions. 27. Labor Code Requirements. 27.1 Prevailing Wages. (a) Consultant shall comply with the State of California's General Prevailing Wage Rate requirements in accordance with California Labor Code, Section 1770, and all Federal, State, and local laws and ordinances applicable to the Services. (b) Any subcontract entered into as a result of this contract, if for more than $25,000 for public works construction or more than $15,000 for the alteration, demolition, repair, or maintenance of public works, shall contain all of the provisions of this Section. I When prevailing wages apply to the Services described in the Scope of Services, transportation and subsistence costs shall be reimbursed at the minimum rates set by the Department of Industrial Relations (DIR) as outlined in the applicable Prevailing Wage Determination. See http://www.dir.ca.gov. (d) Copies of the prevailing rate of per diem wages in effect at commencement of this Agreement are on file at the Commission's offices. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the Commission, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 27.2 DIR Registration. If the Services are being performed as part of an applicable "public works" or "maintenance" project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations. If applicable, Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant's sole responsibility to comply with all applicable registration and labor compliance requirements. 27.3 Eight -Hour Law. Pursuant to the provisions of the California Labor Code, eight hours of labor shall constitute a legal day's work, and the time of service of any worker employed on the work shall be limited and restricted to eight hours during any one calendar day, and forty hours in any one calendar week, except when payment for overtime is made at not less than one and one-half the basic rate for all hours worked in excess of eight hours per day ("Eight -Hour Law"), unless Consultant or the Services are 14 17336.00800\29028522.1 212 not subject to the Eight -Hour Law. Consultant shall forfeit to Commission as a penalty, $50.00 for each worker employed in the execution of this Agreement by him, or by any sub -consultant under him, for each calendar day during which such workman is required or permitted to work more than eight hours in any calendar day and forty hours in any one calendar week without such compensation for overtime violation of the provisions of the California Labor Code, unless Consultant or the Services are not subject to the Eight -Hour Law. 27.4 Employment of Apprentices. This Agreement shall not prevent the employment of properly indentured apprentices in accordance with the California Labor Code, and no employer or labor union shall refuse to accept otherwise qualified employees as indentured apprentices on the work performed hereunder solely on the ground of race, creed, national origin, ancestry, color or sex. Every qualified apprentice shall be paid the standard wage paid to apprentices under the regulations of the craft or trade in which he or she is employed and shall be employed only in the craft or trade to which he or she is registered. If California Labor Code Section 1777.5 applies to the Services, Consultant and any subcontractor hereunder who employs workers in any apprenticeable craft or trade shall apply to the joint apprenticeship council administering applicable standards for a certificate approving Consultant or any sub -consultant for the employment and training of apprentices. Upon issuance of this certificate, Consultant and any sub -consultant shall employ the number of apprentices provided for therein, as well as contribute to the fund to administer the apprenticeship program in each craft or trade in the area of the work hereunder. The parties expressly understand that the responsibility for compliance with provisions of this Section and with Sections 1777.5, 1777.6 and 1777.7 of the California Labor Code in regard to all apprenticeable occupations lies with Consultant 28. Ownership of Materials/Confidentiality. 28.1 Documents & Data. This Agreement creates an exclusive and perpetual license for Commission to copy, use, modify, reuse, or sub -license any and all copyrights and designs embodied in plans, specifications, studies, drawings, estimates, materials, data and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that Commission is granted an exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to grant the exclusive and perpetual license for all such Documents & Data. Consultant makes no 15 17336.00800\29028522.1 213 such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the Commission. Commission shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at Commission's sole risk. 28.2 Intellectual Property. In addition, Commission shall have and retain all right, title and interest (including copyright, patent, trade secret and other proprietary rights) in all plans, specifications, studies, drawings, estimates, materials, data, computer programs or software and source code, enhancements, documents, and any and all works of authorship fixed in any tangible medium or expression, including but not limited to, physical drawings or other data magnetically or otherwise recorded on computer media ("Intellectual Property") prepared or developed by or on behalf of Consultant under this Agreement as well as any other such Intellectual Property prepared or developed by or on behalf of Consultant under this Agreement. The Commission shall have and retain all right, title and interest in Intellectual Property developed or modified under this Agreement whether or not paid for wholly or in part by Commission, whether or not developed in conjunction with Consultant, and whether or not developed by Consultant. Consultant will execute separate written assignments of any and all rights to the above referenced Intellectual Property upon request of Commission. Consultant shall also be responsible to obtain in writing separate written assignments from any subcontractors or agents of Consultant of any and all right to the above referenced Intellectual Property. Should Consultant, either during or following termination of this Agreement, desire to use any of the above -referenced Intellectual Property, it shall first obtain the written approval of the Commission. All materials and documents which were developed or prepared by the Consultant for general use prior to the execution of this Agreement and which are not the copyright of any other party or publicly available and any other computer applications, shall continue to be the property of the Consultant. However, unless otherwise identified and stated prior to execution of this Agreement, Consultant represents and warrants that it has the right to grant the exclusive and perpetual license for all such Intellectual Property as provided herein. Commission further is granted by Consultant a non-exclusive and perpetual license to copy, use, modify or sub -license any and all Intellectual Property otherwise owned by Consultant which is the basis or foundation for any derivative, collective, insurrectional, or supplemental work created under this Agreement. 28.3 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, 16 17336.00800\29028522.1 214 and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of Commission, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use Commission's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of Commission. 28.4 Infringement Indemnification. Consultant shall defend, indemnify and hold the Commission, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by Commission of the Documents & Data, including any method, process, product, or concept specified or depicted. 29. Indemnification. To the fullest extent permitted by law, Consultant shall defend, indemnify and hold Commission, Caltrans and their directors, officials, officers, employees, consultants, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, inverse condemnation, and any claims related to property acquisition and relocation rules or failure to detect or abate hazardous materials, which are brought by a third party, and which , in any manner arise out of or are incident to alleged negligent acts, omissions, or willful misconduct of Consultant, its officials, officers, employees, agents, consultants, and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of consequential damages, expert witness fees, and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against Commission, Caltrans, and their directors, officials, officers, employees, consultants, agents, or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against Commission, Caltrans or their directors, officials, officers, employees, consultants, agents, or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse Commission, Caltrans and their directors, officials, officers, employees, consultants, agents, and/or volunteers, for any and all legal expenses and costs, including reasonable attorney's fees, incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Commission, Caltrans or their directors, officials officers, employees, consultants, agents, or volunteers. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil 17 17336.00800\29028522.1 215 Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. Consultant's obligations as set forth in this Section shall survive expiration or termination of this Agreement. 30. Insurance. 30.1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the Commission that it has secured all insurance required under this Section, in a form and with insurance companies acceptable to the Commission. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this Section. 30.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (a) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001 or exact equivalent); (2) Automobile Liability: Insurance Services Office Business Auto Coverage (form CA 0001, code 1 (any auto) or exact equivalent); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. (b) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $10,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit. Limits may be achieved by any combination of primary and excess or umbrella liability insurance; (2) Automobile Liability: $10,000,000 per accident for bodily injury and property damage. Limits may be achieved by any combination of primary and excess or umbrella liability insurance; and (3) Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Practices Liability limits of $1,000,000 per accident. 30.3 Professional Liability. Consultant shall procure and maintain, and require its sub -consultants to procure and maintain, for a period of five (5) years following 18 17336.00800\29028522.1 216 completion of the Project, errors and omissions liability insurance appropriate to their profession. For Consultant, such insurance shall be in an amount not less than $5,000,000 per claim. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. "Covered Professional Services" as designated in the policy must specifically include work performed under this Agreement. The policy must "pay on behalf of the insured and must include a provision establishing the insurer's duty to defend. Subconsultants of Consultant shall obtain such insurance in an amount not less than $2,000,000 per claim. Notwithstanding the foregoing, the Commission may consider written requests to lower or dispense with the errors and omissions liability insurance requirement contained in this Section for certain subconsultants of Consultant, on a case -by -case basis, depending on the nature and scope of the Services to be provided by the subconsultant. Approval of such request shall be in writing, signed by the Commission's Contract Administrator. 30.4 Aircraft Liability Insurance. Prior to conducting any Services requiring use of aircraft, Consultant shall procure and maintain, or cause to be procured and maintained, aircraft liability insurance or equivalent form, with a single limit as shall be required by the Commission. Such insurance shall include coverage for owned, hired and non -owned aircraft and passengers, and shall name, or be endorsed to name, the Commission, Caltrans and their directors, officials, officers, employees and agents as additional insureds with respect to the Services or operations performed by or on behalf of the Consultant. 30.5 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the Commission to add the following provisions to the insurance policies: (a) General Liability. 0) Commercial General Liability Insurance must include coverage for (1) bodily Injury and property damage; (2) personal Injury/advertising Injury; (3) premises/operations liability; (4) products/completed operations liability; (5) aggregate limits that apply per Project; (6) explosion, collapse and underground (UCX) exclusion deleted; (7) contractual liability with respect to this Agreement; (8) broad form property damage; and (9) independent consultants coverage. (ii) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; or (3) contain any other exclusion contrary to this Agreement. (iii) The policy shall give the Commission, its directors, officials, officers, employees, and agents insured status using ISO endorsement forms 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. 19 17336.00800\29028522.1 217 (iv) The additional insured coverage under the policy shall be "primary and non-contributory" and will not seek contribution from the Commission's or Caltrans' insurance or self-insurance and shall be at least as broad as CG 20 01 04 13, or endorsements providing the exact same coverage. (b) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the Commission, Caltrans and their directors, officials, officers, employees and agents shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be primary insurance as respects the Commission, Caltrans and their directors, officials, officers, employees and agents, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self-insurance maintained by the Commission, Caltrans and their directors, officials, officers, employees and agents shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way. I Workers' Compensation and Employers Liability Coverage. (0 Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (ii) The insurer shall agree to waive all rights of subrogation against the Commission, its directors, officials, officers, employees and agents for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. (d) All Coverages. (0 Defense costs shall be payable in addition to the limits set forth hereunder. (ii) Requirements of specific coverage or limits contained in this Section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits set forth herein shall be available to the Commission, Caltrans and their directors, officials, officers, employees and agents as additional insureds under said policies. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of 20 17336.00800\29028522.1 218 coverage of any insurance policy or proceeds available to the named insured; whichever is greater. (iii) The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the Commission (if agreed to in a written contract or agreement) before the Commission's own insurance or self-insurance shall be called upon to protect it as a named insured. The umbrella/excess policy shall be provided on a "following form" basis with coverage at least as broad as provided on the underlying policy(ies). (iv) Consultant shall provide the Commission at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the Commission at least ten (10) days prior to the effective date of cancellation or expiration. (v) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims - made policy with a retroactive date subsequent to the effective date of this Agreement. (vi) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the Commission, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification. (vii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, Commission has the right but not the duty to obtain the insurance it deems necessary and any premium paid by Commission will be promptly reimbursed by Consultant or Commission will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, Commission may cancel this Agreement. The Commission may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. 21 17336.00800\29028522.1 219 (viii) Neither the Commission nor any of its directors, officials, officers, employees or agents shall be personally responsible for any liability arising under or by virtue of this Agreement. Each insurance policy required by this Agreement shall be endorsed to state that: 30.6 Deductibles and Self -Insurance Retentions. Any deductibles or self - insured retentions must be declared to and approved by the Commission. If the Commission does not approve the deductibles or self -insured retentions as presented, Consultant shall guarantee that, at the option of the Commission, either: (1) the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects the Commission, its directors, officials, officers, employees and agents; or, (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 30.7 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the Commission. 30.8 Verification of Coverage. Consultant shall furnish Commission with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the Commission. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements must be received and approved by the Commission before work commences. The Commission reserves the right to require complete, certified copies of all required insurance policies, at any time. 30.9 Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the Commission that they have secured all insurance required under this Section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the Commission as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, the Commission may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants. 30.10 Other Insurance. At its option, the Commission may require such additional coverage(s), limits and/or the reduction of deductibles or retentions it considers reasonable and prudent based upon risk factors that may directly or indirectly impact the Project. In retaining this option Commission does not warrant Consultant's insurance program to be adequate. Consultant shall have the right to purchase insurance in addition to the insurance required in this Section. 22 17336.00800\29028522.1 220 31. Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. As between Consultant and the construction contractors only, the construction contractors shall remain solely responsible for construction safety notwithstanding any safety obligations of Consultant at the jobsite. The foregoing sentence shall not impact nor in any way modify or alter Consultant's indemnity and defense obligations to the Commission, as set forth in Section 29 of this Agreement, not any of Consultant's duties or obligations set forth under this Agreement, including the attached exhibits. Pursuant to the authority contained in Section 591 of the Vehicle Code, the Commission has determined that the Project will contain areas that are open to public traffic. Consultant shall comply with all of the requirements set forth in Divisions 11, 12, 13, 14, and 15 of the Vehicle Code. Consultant shall take all reasonably necessary precautions for safe operation of its vehicles and the protection of the traveling public from injury and damage from such vehicles. 32. Additional Work. Any work or activities that are in addition to, or otherwise outside of, the Services to be performed pursuant to this Agreement shall only be performed pursuant to a separate agreement between the parties. Notwithstanding the foregoing, the Commission's Executive Director may make a change to the Agreement, other than a Cardinal Change. For purposes of this Agreement, a Cardinal Change is a change which is "outside the scope" of the Agreement; in other words, work which should not be regarded as having been fairly and reasonably within the contemplation of the parties when the Agreement was entered into. An example of a change which is not a Cardinal Change would be where, in a contract to construct a building there are many changes in the materials used, but the size and layout of the building remains the same. Cardinal Changes are not within the authority of this provision to order, and shall be processed by the Commission as "sole source" procurements according to applicable law, including the requirements of FTA Circular 4220.1 D, paragraph 9(f). (a) In addition to the changes authorized above, a modification which is signed by Consultant and the Commission's Executive Director, other than a Cardinal Change, may be made in order to: (1) make a negotiated equitable adjustment to the Agreement price, delivery schedule and other terms resulting from the issuance of a 23 17336.00800\29028522.1 221 Change Order, (2) reflect definitive letter contracts, and (3) reflect other agreements of the parties modifying the terms of this Agreement ("Bilateral Contract Modification"). (b) Consultant shall not perform, nor be compensated for any change, without written authorization from the Commission's Executive Director as set forth herein. In the event such a change authorization is not issued and signed by the Commission's Executive Director, Consultant shall not provide such change. 33. Prohibited Interests. 33.1 Solicitation. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the Commission shall have the right to rescind this Agreement without liability. 33.2 Consultant Conflict of Interest (Construction Management/ Administration). (a) Consultant shall disclose any financial, business, or other relationship with Commission that may have an impact upon the outcome of this Agreement, or any ensuing Commission construction project. Consultant shall also list current clients who may have a financial interest in the outcome of this Agreement, or any ensuing Commission construction project, which will follow. (b) Consultant hereby certifies that it does not now have, nor shall it acquire any financial or business interest that would conflict with the performance of Services under this Agreement. I Any subcontract in excess of $25,000 entered into as a result of this contract, shall contain all of the provisions of this Article. (d) Consultant hereby certifies that neither Consultant, its employees, nor any firm affiliated with Consultant providing Services on this Project prepared the Plans, Specifications, and Estimate for any construction project included within this Agreement. An affiliated firm is one, which is subject to the control of the same persons through joint- ownership, or otherwise. I Consultant further certifies that neither Consultant, nor any firm affiliated with Consultant, will bid on any construction subcontracts included within the construction contract. Additionally, Consultant certifies that no person working under this Agreement is also employed by the construction contractor for any project included within this Agreement. 24 17336.00800\29028522.1 222 (f) Except for subconsultants whose services are limited to materials testing, no subconsultant who is providing service on this contract shall have provided services on the design of any project included within this contract. 33.3 Commission Conflict of Interest. For the term of this Agreement, no member, officer or employee of the Commission, during the term of his or her service with the Commission, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 33.4 Conflict of Employment. Employment by the Consultant of personnel currently on the payroll of the Commission shall not be permitted in the performance of this Agreement, even though such employment may occur outside of the employee's regular working hours or on weekends, holidays or vacation time. Further, the employment by the Consultant of personnel who have been on the Commission payroll within one year prior to the date of execution of this Agreement, where this employment is caused by and or dependent upon the Consultant securing this or related Agreements with the Commission, is prohibited. 33.5 Covenant Against Contingent Fees. As required in connection with federal funding, the Consultant warrants that he/she has not employed or retained any company or person, other than a bona fide employee working for the Consultant, to solicit or secure this Agreement, and that he/she has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or formation of this Agreement. For breach or violation of this warranty, the Commission shall have the right to terminate this Agreement without liability pursuant to the terms herein, or at its discretion to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 33.6 Rebates, Kickbacks or Other Unlawful Consideration. Consultant warrants that this contract was not obtained or secured through rebates kickbacks or other unlawful consideration, either promised or paid to any Commission employee. For breach or violation of this warranty, Commission shall have the right in its discretion; to terminate this Agreement without liability; to pay only for the value of the work actually performed; or to deduct from the contract price; or otherwise recover the full amount of such rebate, kickback or other unlawful consideration. 33.7 Prohibition Against Expenditure of Commission, State or Federal Funds for Lobbying. The Consultant certifies that to the best of his/ her knowledge and belief no state, federal or local agency appropriated funds have been paid, or will be paid by or on behalf of the Consultant to any person for the purpose of influencing or attempting to influence an officer or employee of any state or federal agency; a Member of the State Legislature or United States Congress; an officer or employee of the Legislature or Congress; or any employee of a Member of the Legislature or Congress, in connection with the award of any state or federal contract, grant, loan, or cooperative 25 17336.00800\29028522.1 223 agreement, or the extension, continuation, renewal, amendment, or modification of any state or federal contract, grant, loan, or cooperative agreement. (a) If any funds other than federal appropriated funds have been paid, or will be paid to any person for the purpose of influencing or attempting to influence an officer or employee of any federal agency; a Member of Congress; an officer or employee of Congress, or an employee of a Member of Congress; in connection with this Agreement, the Consultant shall complete and submit the attached Exhibit "H", Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with the attached instructions. (b) The Consultant's certification provided in this Section is a material representation of fact upon which reliance was placed when this Agreement was entered into, and is a prerequisite for entering into this Agreement pursuant to Section 1352, Title 31, US. Code. Failure to comply with the restrictions on expenditures, or the disclosure and certification requirements set forth in Section 1352, Title 31, US. Code may result in a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. I The Consultant also agrees by signing this Agreement that he/she shall require that the language set forth in this Section be included in all Consultant subcontracts which exceed $100,000, and that all such subcontractors shall certify and disclose accordingly. 33.8 Employment Adverse to the Commission. Consultant shall notify the Commission, and shall obtain the Commission's written consent, prior to accepting work to assist with or participate in a third -party lawsuit or other legal or administrative proceeding against the Commission during the term of this Agreement. 34. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 35. Right to Employ Other Consultants. Commission reserves the right to employ other consultants in connection with the Project. 36. Governing Law. This Agreement shall be governed by and construed with the laws of the State of California. Venue shall be in Riverside County. 37. Disputes; Attorneys' Fees. 26 17336.00800\29028522.1 224 37.1 Prior to commencing any action hereunder, the Parties shall attempt in good faith to resolve any dispute arising between them. The pendency of a dispute shall not excuse Consultant from full and timely performance of the Services. 37.2. If the Parties are unable to resolve a dispute after attempting in good faith to do so, the Parties may seek any other available remedy to resolve the dispute. If either Party commences an action against the other Party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing Party in such litigation shall be entitled to have and recover from the losing Party reasonable attorneys' fees and, all other costs of such actions. 38. Time of Essence. Time is of the essence for each and every provision of this Agreement. 39. Headings. Article and Section Headings, paragraph captions or marginal headings contained in this Agreement are for convenience only and shall have no effect in the construction or interpretation of any provision herein. 39.1 Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: CONSULTANT: COMMISSION: Jacobs Project Management Co. 3257 E. Guasti Road Suite 120 Ontario, CA 91761 Attn: Gary Tomasetti Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor Riverside, CA 92501 Attn: Executive Director Such notice shall be deemed made when personally delivered or when mailed, forty- eight (48) hours after deposit in the U.S. mail, first class postage prepaid, and addressed to the Party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 40. Conflicting Provisions. In the event that provisions of any attached exhibits conflict in any way with the provisions set forth in this Agreement, the language, terms and conditions contained in this Agreement shall control the actions and obligations of the Parties and the interpretation of the Parties' understanding concerning the performance of the Services. 41. Amendment or Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 27 17336.00800\29028522.1 225 42. Entire Agreement. This Agreement contains the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior negotiations, agreements or understandings. 43. Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 44. Provisions Applicable When Federal Department of Transportation Funds Are Involved. When funding for the Services provided by this Agreement are provided, in whole or in part, from the United States Department of Transportation, Consultant shall also fully and adequately comply with the provisions included in Exhibit "D" (Federal Department of Transportation Requirements and California Department of Transportation (Caltrans) DBE program requirements) attached hereto and incorporated herein by reference. 45. Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification and confidentiality obligations, shall survive any such expiration or termination. 46. No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 47. Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 48. Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 49. Attorney Client Privilege. The Parties recognize that, during the Project, the Commission and its attorneys will engage in communication that gives rise to an attorney client privilege of confidentiality ("Confidential Communication"). Given the nature of the work done by Consultant for the Commission, it may be necessary for the Consultant to participate in Confidential Communications. To the extent that (i) the Consultant is a party to any Confidential Communication, and (ii) a third party seeks discovery of such communications, then the Consultant shall be deemed to be an agent of the Commission solely for purposes of preserving any attorney client privilege in the relevant Confidential Communication. Any such attorney client privilege shall be held by the Commission and the Consultant is not authorized to waive that privilege or, otherwise, disclose such Confidential Communication except as set forth below. This Section is intended to maintain the privilege in any privileged Confidential Communications that are (1) between and among Commission, Consultant, and 28 17336.00800\29028522.1 226 Commission's attorneys; (2) between Consultant (on behalf of the Commission) and Commission's attorneys; (3) Confidential Communications that occur in Closed Session meetings wherein the Commission, the Commission's attorneys and Consultant are present; and (4) between Commission and Consultant wherein the substance of the Confidential Communication is conveyed to/from the Consultant. Consultant may disclose a Confidential Communication to the extent such disclosure is required by legal process, by a court of competent jurisdiction or by any other governmental authority, provided that any such disclosure shall be limited to the specific part of the Confidential Communication required to be disclosed and provided that Consultant first comply with the requirements set forth in this paragraph. As soon as practicable after Consultant becomes aware that it is required, or may become required, to disclose the Confidential Communication for such reason, Consultant shall notify the Commission in writing, in order to allow the Commission to pursue legal remedies designed to limit the Confidential Communication required to be disclosed or to assure the confidential treatment of the disclosed information following its disclosure. Consultant shall cooperate with the Commission, on a reimbursable basis, to assist the Commission in limiting the scope of disclosure or assuring the confidential treatment of any disclosed information. 50. Subpoenas or Court Orders. Should Consultant receive a subpoena or court order related to this Agreement, the Services or the Project, Consultant shall immediately provide written notice of the subpoena or court order to the Commission. Consultant shall not respond to any such subpoena or court order until notice to the Commission is provided as required herein, and shall cooperate with the Commission in responding to the subpoena or court order. 51. Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein, without the prior written consent of the Commission. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 52. Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties, and shall not be assigned by Consultant without the prior written consent of Commission. 53. Incorporation of Recitals. The recitals set forth above are true and correct and are incorporated into this Agreement as though fully set forth herein. 54. No Waiver. Failure of Commission to insist on any one occasion upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any rights or powers hereunder at any one time or more times be deemed a waiver or relinquishment of such other right or power at any other time or times. 29 17336.00800\29028522.1 227 SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT WITH FHWA FUNDING/ASSISTANCE IN WITNESS WHEREOF, this Agreement was executed on the date first written above. RIVERSIDE COUNTY TRANSPORTATION COMMISSION By: Scott Matas Chair Approved as to Form: By: Best, Best & Krieger LLP General Counsel CONSULTANT JACOBS PROJECT MANAGEMENT CO. By: Signature Name Title ATTEST: By: Its: 30 17336.00800\29028522.1 228 EXHIBIT "A" SCOPE OF SERVICES [attached behind this page] A-1 17336 00800\29028522.1 229 EXHIBIT "A" SCOPE OF WORK RCTC is seeking proposals from qualified engineering professionals to provide Construction Management, Materials Testing, and Construction Surveying Services for completion of the Pachappa Underpass construction, Pachappa Shoofly Removal and related SR 91 work between Post Mile 18.39 to 20.69, located in the City of Riverside, California. Services will include pre -construction review of plans, specifications, and estimate (PS&E), analysis of construction bids, and contract document review prior to construction contract award; construction inspection; surveying and materials testing; coordination with Caltrans, city of Riverside, Burlington Northern Santa Fe (BNSF) railroad, UPRR and construction contractor. Perform contract administration; office engineering; claim analysis and other assorted duties as appropriate for construction management. The project's final design by Caltrans is scheduled for completion by summer 2017. This work was originally part of Caltrans' SR 91 HOV project as shown in the attached title sheet. The major elements of construction for this project are shown on the attached Design Study drawing. Construction includes the following elements: (A) constructing retaining Wall 335 (currently a CIDH pile supported panel design); (B) constructing drainage System 127 (12" CSP and appurtenances); (C) removal of the Pachappa Shoofly Underpass superstructure (a two -span through steel girder structure above SR 91); (D) construction of Pachappa Replacement Underpass wingwall and a portion of RW 343; (E) removal of Retaining Walls 339 & 342 (Type 1 cantilever retaining walls supported on spread footings). A small portion of the Pachappa Replacement Underpass substructure remains to be constructed at the westerly abutment as well as installation of waterproofing and miscellaneous steel work. Ballast, ties, track and any associated turnouts and signaling will be constructed by Union Pacific Railroad forces. Earthwork and miscellaneous traffic work is included. Please note RCTC is negotiating with UPRR regarding a revision to the scope of work that would allow some or all of the following improvements to remain in place: Pachappa Shoofly superstructure and Retaining Walls 339 & 342. RCTC makes no commitment that all of the original scope will be constructed. Background Information Construction Schedule (Tentative) The anticipated construction schedule for the project is shown below: Start Construction June 2017 Project Duration 120 Working Days Exhibit A A-2 230 Construction Cost (Tentative) The anticipated cost of the work is $9 Million Performance Requirements Construction Management: OFFEROR shall furnish a Project Manager/Resident Engineer to coordinate OFFEROR operations with COMMISSION. The Project Manager shall be responsible for all matters related to OFFEROR personnel and operations. A Resident Engineer shall be assigned as a single point of contact to direct and coordinate construction activities under this agreement. Other Assistant Resident Engineers may be assigned to specific project responsibilities as needed. The Resident Engineer shall be a Civil Engineer, registered in the State of California. The Resident Engineer shall be in responsible charge of construction activity within the Project. The number of OFFEROR personnel assigned to the project will vary throughout the duration of the agreement. OFFEROR personnel will be assigned, in varying levels of responsibility, as needed by the OFFEROR to meet the project schedule, project requirements, and construction activities. Resumes of personnel shall be submitted to COMMISSION for review and approval prior to assignment to the Project. COMMISSION and OFFEROR will jointly determine the quality and quantity of services that are required by OFFEROR personnel. Personnel selected for assignment by OFFEROR shall be made available for personal interviews prior to acceptance by COMMISSION. If, in the opinion of COMMISSION, an individual lacks adequate experience, the individual may be rejected or may be accepted on a trial basis until such time the individual's ability to perform the required services has been demonstrated. If, at any time, the performance of OFFEROR personnel is unsatisfactory to COMMISSION, COMMISSION may release him/her by written notice and may request another qualified person be assigned. If OFFEROR personnel are on leave of absence, the Project Manager shall provide approved, equally qualified replacement personnel until the assigned personnel returns to the Project. The typical workday includes all hours worked by the construction Contractor. If necessary, overtime for OFFEROR personnel may be required. The construction Contractor's operations may be restricted to specific hours during the week, which shall become the normal workday for OFFEROR personnel. The Project Manager, with concurrence from COMMISSION, shall have the authority to increase, decrease, or eliminate OFFEROR personnel work hours dependent on the schedule and requirements of the construction Contractor. All overtime Exhibit A A-3 231 required by OFFEROR personnel shall be approved and authorized by COMMISSION prior to each occurrence. OFFEROR personnel shall be knowledgeable of and comply with all applicable local, state, and federal regulations. OFFEROR personnel shall cooperate and consult with COMMISSION, State, and City officials during the course of the Project. OFFEROR personnel shall perform duties as may be required to assure that construction is being performed in accordance with the Project plans and specifications. OFFEROR personnel shall keep accurate and timely records and document all work performed by the Contractor and OFFEROR. OFFEROR shall monitor for Contractor's compliance with the labor standards provisions of the projects and the related wage determination decisions of the Secretary of Labor. OFFEROR personnel shall assist COMMISSION and local agencies in obtaining compliance with the safety and accident prevention provisions of the projects. Local agencies will retain jurisdictional control for traffic control. All services required hereunder shall be performed in accordance with California Department of Transportation guidelines, regulations, policies, procedures, manuals, and standards, except as noted in the special provisions. Materials Testing: The number of field testing personnel assigned to the project will vary throughout the duration of the construction contract. OFFEROR personnel will be assigned as needed by the Resident Engineer to meet the schedule of the construction contractor. At least one field technician will be required throughout the construction contract period. At times, additional technicians may be required to provide support for on- going construction activities. The duration of assignments could vary from a minimum of a few days to the full term of the project. OFFEROR personnel will be available within two (2) days of written notification by COMMISSION. The COMMISSION intends to maintain a consistency of material testing quality throughout each phase of each project. OFFEROR is therefore encouraged to provide, where ever and whenever possible, the same field personnel for the duration of construction of the project. On days when work is not performed by the construction contractor, such as rainy or unsuitable weather days, OFFEROR will not provide services unless authorized by the COMMISSION Construction Manager. Resumes of materials testing personnel shall be submitted to COMMISSION for review and approval prior to assignment to the Project. If, at any time, the level of Exhibit A A-4 232 performance of any testing personnel is below expectations, COMMISSION may release that field person and request that another be assigned as needed. If a member of OFFEROR's personnel is on a leave of absence, OFFEROR's project manager will provide an equally qualified replacement employee until the original member returns to work. The replacement employee will meet all the requirements of a permanently assigned employee. All personnel shall be knowledgeable of, and comply with, all applicable local, Caltrans, and federal regulations; cooperate and consult with COMMISSION and local agency officials during the course of the agreement; and perform other duties as may be required to assure that the construction is being performed in accordance with the project plans and specifications. OFFEROR's personnel will keep records and document the work as directed by the Resident Engineer. OFFEROR personnel shall assist COMMISSION and local agencies in obtaining compliance with the safety and accident prevention provisions of the projects. Local agencies will retain jurisdictional control for traffic control. All services required hereunder will be performed in accordance with Caltrans regulations, policies, procedures, manuals, and standards. Construction Surveying: OFFEROR will furnish a surveying crew to perform construction surveys for the project. The same survey crew will provide services throughout the duration of the construction contract. OFFEROR personnel will be assigned as needed by the Resident Engineer to meet the schedule of the construction contractor. It is the intent of COMMISSION to maintain a consistency of construction survey quality throughout each phase of each project. Therefore, OFFEROR is encouraged to provide the same field personnel for the duration of construction. It is important that the Field Party Chief(s) assigned to a project be completely familiar with the survey requirements and the assignments for the project. Construction surveying will not be performed when conditions such as weather, traffic, and other factors prevent safe and efficient operation. Resumes of OFFEROR personnel and certification must be submitted to COMMISSION for review. OFFEROR personnel must be approved by COMMISSION prior to assignment to a project. COMMISSION and OFFEROR will have the responsibility of determining the quality and quantity of work performed by OFFEROR personnel. If, at any time, the level of performance by OFFEROR personnel is below expectations, COMMISSION may release the survey crew member and request that another be assigned. Exhibit A A-5 233 If OFFEROR's survey crew personnel assigned to the project is on a leave of absence, the Project Manager will provide an equally qualified replacement(s) until the original employee(s) returns to work. The replacement will be required to meet all the requirements of the permanently assigned employee. OFFEROR personnel will: • Be knowledgeable of, and comply with all, applicable local, Caltrans, state, and federal regulations. • Cooperate and consult with COMMISSION officials during the course of the agreement. • Perform duties as may be required to assure construction is performed in accordance with the project plans and specifications. • Keep records and document work as directed by the Resident Engineer. All services required hereunder will be performed in accordance with Caltrans regulations, policies, procedures, manuals, and standards. Duties and Responsibilities 1. Pre -construction Services a. Plan Review OFFEROR shall review construction contract documents prior to construction. Tasks include review of plans, specifications, technical reports, Resident Engineer's pending files, and associated items in order to verify completeness and consistency throughout the Project. At minimum, OFFEROR shall check for quantity discrepancies, potential conflicts, constructability, and consistency between plans, specifications and pay items. b. Schedule OFFEROR shall review the proposed Project schedule, compare it to the Project plans and specifications, and provide recommendations to COMMISSION, as appropriate, to ensure efficiency of Contractor and OFFEROR operations and safe and expeditious completion of the Project. c. Budget OFFEROR shall review the Project estimate and provide recommendations to COMMISSION, as appropriate, to ensure efficient utilization of funds and control of project costs. Exhibit A A-6 234 2. Bid Process a. Bid Documents OFFEROR shall assist COMMISSION, as requested, with the following tasks: 1) Review bid questions and draft responses 2) Draft addenda to the bid documents 3) Review of bidder's documents 4) Prepare bid tabulation b. Pre -construction Meetings OFFEROR shall assist COMMISSION in conducting one or more, pre - construction meetings with all involved parties on the Project. Parties may include, but are not limited to, the Contractor, the design engineer, Caltrans, cities, and utility companies. c. Contract Award OFFEROR shall assist COMMISSION, as requested, with the following tasks: 1) Review bid for completeness and responsiveness 2) Perform bid analysis 3) Develop contractor payment schedules, and other procedural items. 4) Check Contractor references, licenses, insurance, and sureties. 5) Coordinate with prospective Contractor for award of construction contract(s). All processes will be consistent with procedures outlined by the California Department of Transportation for Special Funded Programs and relevant Commission procedures. 3. Project Administration a. OFFEROR shall administer project construction contract using Caltrans Construction Manual as a guideline. b. OFFEROR shall conduct regular project coordination meetings with Contractor, COMMISSION, local agencies, and design engineer, as appropriate. c. OFFEROR shall prepare Contractor progress payments and maintain payment records and supporting documentation. All progress payments shall be reviewed by COMMISSION for approval. Exhibit A A-7 235 d. OFFEROR shall establish and maintain Project records. Project record keeping shall include, but are not limited to the following: correspondence, memoranda, contract documents, change orders, claims, COMMISSION and engineer directives, meeting minutes, shop drawings, materials records, survey data, supplementary drawings, and progress payments. OFFEROR shall maintain a record of the names, addresses, and telephone and fax numbers of the Contractor, subcontractors, and principal material suppliers. e. OFFEROR shall establish and maintain a filing system for each Project using the Caltrans Construction Manual as a guideline. 9� OFFEROR shall monitor Contractors' construction schedules on an ongoing basis and alert COMMISSION to conditions that may lead to delays in completion of the Project. OFFEROR shall prepare and submit a Monthly Project Report (MPR). The MPR shall include construction activity, accomplishments, and status of Requests for Information (RFIs), submittals, current issues, Contract Change Orders (CCOs) and current project budget and schedule. h. OFFEROR shall review and ensure compliance with environmental requirements. OFFEROR shall ensure that the Project meets all provisions of the Caltrans Quality Assurance Program Manual. OFFEROR shall review Contractors' certified payroll records and assist COMMISSION with labor compliance. k. OFFEROR shall ensure that the Project meets all provisions of the Storm Water Pollution Prevention Plan (SWPPP). OFFEROR shall assure that the Project meets all applicable regulations of the Air Quality Management District (AQMD). 4. Construction Coordination OFFEROR shall provide a qualified Resident Engineer and other qualified assistant Resident Engineers, as needed to effectively manage the Project. b. OFFEROR Resident Engineer shall act as a single point of contact between Contractor, COMMISSION, OFFEROR's construction surveyor, OFFEROR's materials inspector, and utility companies. OFFEROR may, Exhibit A A-8 236 when requested by COMMISSION, act as point of contact between design engineers, Caltrans, cities, and the public. c. OFFEROR shall maintain regular contact with COMMISSION's Construction Manager. d. OFFEROR shall review Project plans and special provisions for possible errors and deficiencies prior to construction of any specific element and report such findings to COMMISSION. Should COMMISSION determine that changes are necessary, OFFEROR shall prepare CCOs and supporting transmittal memoranda in accordance with construction contract documents and Commission procedures. e. OFFEROR shall monitor, coordinate, and track construction progress to ensure the Project proceeds on schedule and according to the order of work required in the plans and special provisions. OFFEROR shall expedite work, as required, to maintain schedule. f. OFFEROR shall coordinate review of shop drawings and Requests for Information (RFI) with the Construction Manager. OFFEROR shall log and track all submittals and RFIs. g. OFFEROR shall provide a qualified SWPPP coordinator who shall review contractor -prepared Storm Water Pollution Prevention Plans (SWPPP) and coordinate approval with COMMISSION. OFFEROR shall cooperate with Caltrans and monitoring agency during inspections and field reviews. h. OFFEROR shall coordinate the implementation of any changes with the Construction Manager and the design engineer. i. OFFEROR shall review and approve Traffic Control Plans and forward to COMMISSION as necessary. OFFEROR shall coordinate all Project construction activities with other on- going projects within and adjacent to the Project limits. 5. Construction Inspection a. OFFEROR shall coordinate all required inspections necessary for the Project. OFFEROR shall ensure that appropriate City, and local agency are notified and present as required throughout the Project. OFFEROR shall notify COMMISSION immediately regarding any directives, recommendations, notices, etc. received from agencies other than COMMISSION. Exhibit A A-9 237 b. OFFEROR shall perform and document daily on -site inspections of the progress and quality of construction to determine if the work being performed is in general conformance with the contract documents, all applicable laws, codes, and ordinances. c. OFFEROR shall exercise reasonable care and diligence to discover and promptly replace, correct, and/or mitigate all defects or deficiencies in the materials or workmanship used in the Project. Any such deficiencies and their resolution shall be reported to COMMISSION d. OFFEROR personnel assigned to the Project shall be thoroughly familiar with Caltrans Special Provisions, Standard Specifications and Caltrans Standard Plans. OFFEROR personnel shall have the ability to read and interpret construction plans and specifications. OFFEROR personnel shall also have knowledge of State of California Construction Safety Orders (CaIOSHA) and traffic control practices as specified in the Work Area Traffic Control Handbook (WATCH). In addition, OFFEROR personnel shall be familiar with the construction requirements of the Caltrans Storm Water Pollution Prevention Program. e. Assignments to be performed by OFFEROR personnel shall include, but are not limited to, the following: 1) Inspection of subgrade, aggregate base and paving, signing and striping, and related construction activities. Work shall include checking grade and alignment, construction traffic control, and any other duties that may be required to determine that construction of the Project is being performed in accordance with the contract documents. 2) Identifying actual and potential problems associated with the Project and recommending sound engineering solutions. 3) Maintaining awareness of safety and health requirements. Monitoring Contractors' compliance with applicable regulations and construction contract provisions for the protection of the public and Project personnel. 4) Preparing complete and accurate daily reports, engineering calculations, project records, payment quantity documents, reports, and correspondence related to Project activities. Documents shall be sufficient to provide actual cost of force account work. 5) Preparing construction sketches, drawings, and cross -sections, as necessary. Exhibit A A-10 238 6) Keep contemporaneous records of all additions or deviations from the approved plans for preparation of as -built plans. 7) Providing inspections for environmental compliance. 8) Arranging for lane closures in accordance with Caltrans procedures and coordinate any work with the California Highway Patrol. 9) Maintaining awareness of water discharge requirements. Monitoring Contractors' compliance with applicable regulations and construction contract provisions. 10)Monitoring Contractors' compliance with applicable regulations required by AQMD. 11)0ther duties as may be required or reasonably requested. 6. Proiect Support a. Construction Surveys OFFEROR shall perform construction surveying services, field calculations, and home office calculations to support construction of the project. OFFEROR may be requested to review available survey data, construction plans, and right-of-way plans to confirm compatibility and to identify discrepancies prior to and during construction. The Resident Engineer will assign survey work to the CONSULTANT by issuing a "Request for Survey Services". Requests may include, but not be limited to, the following types of surveys and related services: 1) Construction Surveys OFFEROR shall assist the Resident Engineer in all phases of construction staking and calculations as needed. Survey calculations and adjustments shall be performed with established and computed coordinates based on the California Coordinate System. Cross-section data collection shall be performed by conventional and terrain line interpolation survey methods. Survey data will include topography, cross-section, and other survey data in computer formats compatible with the Caltrans computer survey and design systems. Exhibit A A-11 239 Prepare and maintain survey documents. Survey documents include survey field notes, maps, drawings, and other survey documents. Perform construction staking, including (where required) but not limited to: • Utility locations • Clearing limits • Slope staking • Storm drain, sanitary sewer, and irrigation systems • Drainage structures • Curbs, gutters, and sidewalk • Rough grade • Finish grade Monitor for settlement, if required Global Positioning Satellite (GPS) equipment shall be made available if required by the COMMISSION 2) Right of Way Lines Existing right of way will be established from Caltrans' record information and existing monumentation. • Perpetuate existing monumentation. Includes restoring, renewing, referencing, and resetting existing boundary related monumentation. In addition, stake areas where construction disturbs the existing right of way, preparing and filing required maps and records. • Final monumentation. Includes setting of centerline points of control upon completion of construction. 3) Special Design — Data Surveys Includes drainage, utility, and surveys that might be required for special field studies. b. Materials Testing and Geotechnical Services OFFEROR will provide experienced personnel, equipment, and facilities to perform various construction materials sampling and testing. Laboratory and field materials testing will be used to ensure that roadway construction work conforms to California State Department of Transportation (Caltrans) standards, specifications, and special provisions for material quality and workmanship. Exhibit A A-12 240 All field and laboratory testing shall be performed in accordance with California Test Methods. OFFEROR will be responsible for the accuracy and completeness of all test data compilation and results. c. Permits OFFEROR shall review the project for permit compliance and coordinate with COMMISSION and the design engineer to ensure that necessary permits are obtained. OFFEROR shall assist COMMISSION in the coordination, timely processing and verification of approval for all permits. OFFEROR shall maintain permits and permit documentation on site. 7. Cost and Schedule a. OFFEROR shall monitor and track the following: 1. Contract pay item quantities and payments 2. Contract change orders 3. Supplemental work items 4. Agency and/or State furnished materials 5. Anticipated extra work balance 6. Contingency balance 7. Project budget b. OFFEROR shall review and monitor Contractor's schedule and inform COMMISSION of any significant changes or deviations in the schedule. c. OFFEROR shall provide and maintain a Project staffing plan of field office personnel. In cooperation with COMMISSION, the staffing plan shall be periodically updated to reflect Project progress and needs. 8. Contract Change Orders and Claims a. OFFEROR shall receive and evaluate requests for changes and/or substitutions by the Contractor. OFFEROR shall coordinate proposed changes with the COMMISSION's Construction Manager and shall prepare and submit Contract Change Orders to the COMMISSION for approval accompanied by OFFEROR's Transmittal Memo describing background information, reasons for the change and proposed method of payment and/or adjustment of contract time. OFFEROR shall convey proposed changes to Ca!trans Oversight Engineer, design engineer, or other project stakeholders as requested by the Commission. Exhibit A A-13 241 b. OFFEROR shall attempt to avoid all unnecessary Contract Change Orders. When a Contract Change Order is necessary, OFFEROR shall consult with COMMISSION prior to its preparation. Unless directed otherwise by COMMISSION, the preferred method of payment for Contract Change Orders should be as follows: 1. Agreed Price 2. Adjustment in compensation to a bid item 3. Time and materials or Force Account c. OFFEROR shall attempt to identify all potential claims, track and monitor unresolved claims, and implement a claims avoidance processes. d. OFFEROR shall assist COMMISSION, as requested, in the identification, resolution, and final disposition of claims filed by the Contractor or third parties against COMMISSION or the Project. 9. Safety In addition to the requirements specified elsewhere in this contract, the following shall also apply: a. OFFEROR shall implement and conduct a comprehensive safety program including regular tail -gate safety meetings for OFFEROR'S personnel. OFFEROR shall provide monthly OFFEROR status of safety reports. b. OFFEROR shall comply with State of California Construction Safety Orders and provisions of the Caltrans Construction Manual. c. OFFEROR shall provide appropriate safety training for all OFFEROR field personnel. d. OFFEROR shall provide all necessary safety equipment as required for OFFEROR personnel. 10. Project Close Out a. OFFEROR shall prepare a list of items to be completed and/or corrected by the Contractor for final completion of the Project. b. OFFEROR shall review and verify completeness of as -built drawings. c. OFFEROR shall conduct a final walk-through with COMMISSION, Caltrans Contractors, and design engineers. Exhibit A A-14 242 d. OFFEROR shall prepare final construction reports including the Project Completion Report. e OFFEROR shall prepare and deliver to COMMISSION all project files in accordance with COMMISSION'S and Caltrans policies. f. OFFEROR shall assist COMMISSION and Contractor in obtaining final release of all project permits. Deliverables a. Correspondence to/from Contractor, Resident Engineers' daily reports, Assistant Resident Engineers' daily reports, and extra work diaries. b. Monthly Project Reports. c. RFI submittals and responses d. Monthly Construction Contract progress payments, back-up documentation, and support information as requested. e. Contractor final payment documents, delivered to COMMISSION no later than ten (10) working days after acceptance by COMMISSION of the completed construction projects. f. Project Completion Report. g. All project files, project reports, correspondence, memoranda, shop drawings, project logs, change order data, claims and claim reports, and Contractor payment records. h. Certified payrolls and fringe benefit statements for all employees, OFFEROR and Contractor, who are subject to the State and/or Federal prevailing wage rates. All material test results will be provided in accordance with the applicable Standard Specifications and Special Provisions, and California Test methods. Failing tests will be immediately reported internally to the Resident Engineer. All test results will be recorded on the appropriate forms. The test documents will be legible and show the identity of the tester where appropriate. A summary sheet containing all results of a particular regime of tests shall be developed and kept current. Unless otherwise specified in the survey request, the deliverables shall conform to the following: Exhibit A A-15 243 1 Survey points, lines, and monuments shall be established, marked, identified, and referenced as required by survey request and requirements herein. 2. Survey notes, drawings, calculations, and other survey documents and information shall be completed as required by the survey request and the requirements herein. k. All original survey documents resulting from this agreement, including original field notes, adjustment calculations, final results, and appropriate intermediate documents, shall be delivered to the Resident Engineer and shall become the property of COMMISSION. A copy of all survey documents furnished by COMMISSION shall be retained by OFFEROR for future reference. When the survey is performed with a total station survey system, the original field notes shall be a hard copy in a readable format of the data (observations) as originally collected and submitted by the survey party. The hard copy shall be signed by the Party Chief. If the Party Chief is not licensed, the person in "responsible charge" will be required to sign. Deliverables to the Resident Engineer shall follow the format specified below: • Horizontal Control • Alpha numeric hard copy point listing with adjusted California Coordinate System northing and eastings and the appropriate descriptions. • Vertical Control • Alpha numeric hard copy benchmark listing with adjusted elevations compatible with the design datum. • Topography • Alpha numeric hard copy listing, hard copy drawing, and computer aided drawing and design (CADD) digital drawing. The CADD drawing shall be compatible with the systems utilized by Caltrans. Data collection method used to collect cross-section data and the coding (feature description) of terrain data for cross -sections shall conform to the survey request requirements. Deliverables shall depend on the data collection method as follows: Conventional Cross — Sections (each cross — section): For each cross - section and alpha numeric listing, a hard copy drawing, and a computer formatted file compatible with the systems utilized by Caltrans. Exhibit A A-16 244 " Terrain Line Interpolation Cross Section Data (each terrain line interpolation survey): Terrain line interpolation cross sections shall include an alpha numeric listing, a hard copy plan view drawing of the terrain lines, and a computer input file. The computer input file shall be provided in a format compatible with the systems utilized by Caltrans. m. Data Collector Data If specified in the survey request, the raw data from the data collector shall be provided in a format conforming to the survey request requirements. n. Other As specified in the survey request. Equipment and Materials to be provided by Offeror 1. OFFEROR will provide office space, telephones, desks, chairs, computers, and appropriate office equipment. One (1) office with a desk, chair, telephone, and computer will be reserved for the COMMISSION. 2. OFFEROR shall provide all necessary equipment including software, materials, supplies, miscellaneous tools, and safety equipment required for its personnel to perform the services accurately, efficiently, and safely. Only those items listed in Attachment B, OFFEROR Cost Proposal, shall be reimbursed by COMMISSION. 3. OFFEROR personnel shall be provided with vehicles suitable for the location and nature of the work involved. Vehicles shall be equipped with flashing yellow lights, either permanently or temporarily affixed. 4. OFFEROR personnel shall be provided with a mobile radio, cellular phone, or other means to assure full-time communication. If a radio system is to be used, OFFEROR shall provide a base station at the field office. 5. OFFEROR personnel shall be provided with all applicable standard plans, specifications, and other standards as appropriate (see item G below). 6. For Materials Testing, OFFEROR and its staff will be fully equipped at all times to perform the services required, including but not limited to the following: Exhibit A A-17 245 a. An on -site mobile laboratory or laboratory in close proximity to the project will be required. The type and location of the lab should be such that it can meet the needs of the project in an efficient, time effective manner. The laboratory is to be fully staffed, equipped, and supplied to conduct all required soils, materials, and concrete breaking tests in a timely manner. b. OFFEROR's personnel shall be provided with radios, mobile phones, or other means to assure full-time communication. OFFEROR vehicles will have flashing lights, visible from the rear, with a driver control switch. Vans without side windows will not be used. COMMISSION furnished magnetic logos will be affixed to each side of the vehicle at all times the vehicle is being used for the work under this agreement. Each vehicle shall be fully contained with all necessary equipment and supplies necessary to perform the field sampling and tests required. c. Field personnel shall be provided with all necessary safety equipment to permit work to be performed safely and efficiently within operating highway and construction zone environments. d. All equipment shall be calibrated per Section 3-10 and 3-11 of Caltrans' Quality Assurance Program Manual. 7. For construction surveying, OFFEROR and staff shall have adequate equipment and supplies to complete the required survey work. Equipment and supplies shall, include, but not be limited to: a. Survey vehicles Survey vehicles will be suitable to perform the required work encountered on the project. Vehicles shall be fully equipped with all necessary tools, instruments, supplies, and safety equipment required to perform the work accurately, efficiently, and safely. Vehicles shall be equipped with a flashing yellow beacon light. b. Data Processing Systems Data processing systems shall include hardware and software to: • Performing survey and staking calculations from the design plans and specifications; • Reduce survey data collected with conventional and total station survey systems; • Perform network adjustments for horizontal and vertical control surveys; and Exhibit A A-18 246 " Format survey data to be compatible with the Caltrans computer survey and data system. c. Drafting equipment and supplies. d. Digital calculators. e. Hand tools as appropriate for the requested survey work. f. Traffic cones (minimum 25). Traffic cones shall be 28 inches in height (minimum). 9" Traffic control devices as required to perform the requested survey work. Traffic control devices include signs, sign bases, flags, and hand held signs. h. Leveling instruments and equipment: " Self -leveling level. Precision: standard deviation in one mile of double run leveling 0.005 feet or less. " Suitable level rods for the work to be performed. i. Distance measuring instruments and equipment: " Electronic distance measurer (EDM). Precision: standard deviation 3 mm plus 3 PPM, or less; Range: Minimum one mile under average atmospheric conditions. " Prisms, sufficient to perform the required work. " Tapes; steel, cloth. Angle measuring instruments and equipment: " Theodolite for non -control surveys; Precision: direct circle reading to three seconds, or equivalent, horizontal and vertical. " Targets as required to perform the work. k. When required for efficient survey operations, total station survey systems consisting of an electronic angle measuring instrument, EDM, and electronic data collector shall be provided. The angle measuring instruments and EDM shall conform to the requirements for the equipment previously listed. I. Radio or cellular communications equipment for communication between field office and field crews. Exhibit A A-19 247 m. Caltrans manuals, standards, forms, and other policies and procedures to be followed to perform the required work. n. Lighting may be required for nighttime survey work. Materials to be Furnished by Commission 1. COMMISSION will provide copies of all Project construction documents including plans, special provisions, reports, designer prepared Resident Engineer files, and contracts. 2. COMMISSION will provide copies of all previously secured permits and Project authorizations. 3. Appropriate forms for recording test data in accordance with Caltrans practices and procedures outlined in the "Manual of Test". 4. Magnetic COMMISSION logos to be affixed to OFFEROR vehicles. Standards All construction inspection, surveys, materials sampling and testing, and contract administration shall be in accordance with the Project bid documents, special provisions, plans, and current Caltrans Manuals including: 1. Construction Manual and its revisions 2. Quality Assurance Program Manual 3. Manual of Traffic Controls for Construction and Maintenance Work Zones 4. Caltrans Standard Specifications and Standard Plans 5. Caltrans Storm Water Pollution Prevention Plan (SWPPP) and Water Pollution Control Program (WPCP) Preparation Manual 6. Manual of Test (3 volumes) 7. Survey Manual 8. District 8 Standard Staking Procedures Manual Work not covered by the manuals shall be performed in accordance with accepted professional standards. Exhibit A A-20 248 Surveys performed by OFFEROR shall conform to the requirements of the Land Surveyor's Act. In accordance with the Land Surveyor's Act, "responsible charge" for the work shall reside with the Licensed Land Surveyor or a pre -January 1, 1982, Registered Professional Civil Engineer in the State of California. Unless otherwise specified in the survey request, control surveys shall conform to second order (modified) accuracy standards as specified in the Caltrans "Survey Manual". Additional standards for specific survey work may be included in the applicable request for survey. Such standards supplement the standards specified herein. If additional standards conflict with the standards specified herein, the "Survey Request's" standard shall govern. The COMMISSION will decide all questions which may arise as to the quality or acceptability of deliverables furnished and work performed for this agreement. Any OFFEROR employee who does not perform adequately will be replaced if directed by the COMMISSION Construction Manager. Availability and Work Hours The typical workday includes all hours worked by COMMISSION's construction Contractor. The construction Contractor's operations may be restricted to specific hours during the week, which will become the normal workday for OFFEROR's personnel. On days when work is not performed by the construction contractor, such as rainy or unsuitable weather days, OFFEROR services will not be provided unless authorized by the COMMISSION Construction Manager. Unless otherwise directed by COMMISSION, the normal work week will consist of 40 hours. From time to time, overtime may be required. However, overtime will be worked only when approved in writing by COMMISSION. Limitations to Authority OFFEROR does not have the authority to: 1. Authorize deviations from the contract documents. 2. Approve substitute materials or equipment; except as authorized in writing by COMMISSION. 3. Conduct or participate in tests or third party inspections; except as authorized in writing by COMMISSION. 4. Assume any of the responsibilities of the Contractors, Contractors' Exhibit A A-21 249 Superintendent, or subcontractors 5. Exercise control over or be responsible for construction means, methods, techniques, sequences, procedures, or safety precautions. 6. Communicate directly with subcontractors or material suppliers without the prior consent of the Contractor. 7. Verbally authorize or approve change orders or extra work for the Project. 8. Offer or receive incentives, inducements, or other forms of enumeration to or from the Contractor to perform services or work outside the terms of any executed contracts for this Project. Third Party Relationships This Agreement is intended to provide unique services for a specific project. In the development of the Project, COMMISSION has worked closely with Caltrans and others in the preparation of the construction documents and other Project related materials. COMMISSION, however, is solely responsible for and will be the sole point of contact for all contractual matters related to the Project. OFFEROR shall take direction only from COMMISSION and shall regularly inform only COMMISSION of Project progress, outstanding issues, and all Project related matters. During the course of the Project, OFFEROR may find occasion to meet with City, County or Caltrans representatives, the design engineer, Project Offerors, or other third parties who have assisted with the Project. These entities may, from time to time, offer suggestions and/or recommendations regarding the Project or elements of the Project. While COMMISSION enjoys a close relationship with and has considerable confidence in the capabilities of these other parties, OFFEROR shall not act on any suggestions, solicited or unsolicited, without obtaining specific direction from COMMISSION. All oral and written communication with outside agencies or Offerors related to the project shall be directed only to COMMISSION. Distribution of Project related communication and information shall be at the sole discretion of COMMISSION representatives. Construction Site Safety In addition to the requirements specified elsewhere in this agreement, the following also will apply. 1. OFFEROR will conform to the safety provisions of the Caltrans Construction Manual. Exhibit A A-22 250 2. OFFEROR's field personnel will wear white hard hats with proper suspension, orange vests with reflective tape, sleeved shirt, long pants, and leather boots with ankle support and rubber soled shoes at all times while working in the field. 3. OFFEROR will provide appropriate safety training for all OFFEROR's personnel. 4. All safety equipment will be provided by OFFEROR. Basis for Survey and Monument Staking Survey shall be based upon existing Caltrans horizontal and vertical control and existing pavement elevations. Monuments established by OFFEROR shall be marked by OFFEROR with furnished disks, plugs, tags. In addition, OFFEROR shall identify OFFEROR established monuments by tagging or stamping the monuments with the license or registration number of OFFEROR'S surveyor who is in "responsible charge" of the work. Personnel Qualifications and Responsibilities The quantity and qualifications of field personnel to be assigned will be determined by the scope of the Project and the degree of difficulty of required tasks to be performed. All personnel and personnel assignments shall be subject to approval by COMMISSION. Exhibit A A-23 251 EXHIBIT "B" SCHEDULE OF SERVICES [attached behind this page] B-1 17336 00800\29028522 1 252 EXHIBIT "C" COMPENSATION PROVISIONS [attached behind this page] C-1 17336.00800\29028522 1 253 17336.00800%29028522.1 EXHIBIT "D" FEDERAL DEPARTMENT OF TRANSPORTATION FHWA AND CALTRANS REQUIREMENTS [attached behind this page] D-1 254 1. STATEMENT OF COMPLIANCE. A. Consultant's signature affixed herein shall constitute a certification under penalty of perjury under the laws of the State of California that CONSULTANT has, unless exempt, complied with, the nondiscrimination program requirements of Government Code Section 12990 and Title 2, California Administrative Code, Section 8103. B. During the performance of this Contract, Consultant and its subconsultants shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, physical disability (including HIV and AIDS), mental disability, medical condition (e.g., cancer), age (over 40), marital status, and denial of family care leave. Consultant and subconsultants shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Consultant and subconsultants shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12990 (a-f) et seq.) and the applicable regulations promulgated there under (California Code of Regulations, Title 2, Section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Contract by reference and made a part hereof as if set forth in full. Consultant and its subconsultants shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement. C. If this Agreement is federally funded, the Consultant shall comply with regulations relative to Title VI (nondiscrimination in federally -assisted programs of the Department of Transportation — Title 49 Code of Federal Regulations, Part 21 - Effectuation of Title VI of the 1964 Civil Rights Act). Title VI provides that the recipients of federal assistance will implement and maintain a policy of nondiscrimination in which no person in the state of California shall, on the basis of race, color, national origin, religion, sex, age, disability, be excluded from participation in, denied the benefits of or subject to discrimination under any program or activity by the recipients of federal assistance or their assignees and successors in interest. D. If this Agreement is federally funded, the Consultant, with regard to the work performed by it during the Agreement shall act in accordance with Title VI. Specifically, the Consultant shall not discriminate on the basis of race, color, national origin, religion, sex, age, or disability in the selection and retention of Subconsultants, including procurement of materials and leases of equipment. The Consultant shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the U.S. DOT's Regulations, including employment practices when the Agreement covers a program whose goal is employment. 17336.00800\29028522.1 D-2 255 2. DEBARMENT AND SUSPENSION CERTIFICATION CONSULTANT's signature affixed herein, shall constitute a certification under penalty of perjury under the laws of the State of California, that CONSULTANT has complied with Title 2 CFR, Part 180, "OMB Guidelines to Agencies on Government wide Debarment and Suspension (nonprocurement)", which certifies that he/she or any person associated therewith in the capacity of owner, partner, director, officer, or manager, is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency; has not been suspended, debarred, voluntarily excluded, or determined ineligible by any federal agency within the past three (3) years; does not have a proposed debarment pending; and has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three (3) years. Any exceptions to this certification must be disclosed to COMMISSION. B. Exceptions will not necessarily result in denial of recommendation for award, but will be considered in determining CONSULTANT responsibility. Disclosures must indicate to whom exceptions apply, initiating agency, and dates of action. C. Exceptions to the Federal Government Excluded Parties List System maintained by the General Services Administration are to be determined by the Federal highway Administration. 3. DISCRIMINATION The Commission shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of any DOT -assisted contract or in the implementation of the Caltrans DBE program or the requirements of 49 CFR Part 26. The Commission shall take all necessary and reasonable steps under 49 CFR Part 26 to ensure nondiscrimination in the award and administration of DOT -assisted contracts. Consultant or subcontractor shall not discriminate on the basis of race, color, national origin, of sex in the performance of this contract. Consultant or subcontractor shall carry out applicable requirements of 49 CFR Part 26 and the Caltrans DBE program in the award and administration of DOT -assisted contracts, as further set forth below. Failure by the Consultant or subcontractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy, as the Commission deems appropriate. 17336 00800\29028522.1 D-3 256 4. PROMPT PAYMENT Consultant agrees to pay each subcontractor under this prime contract for satisfactory performance of its contract no later than 10 days from the receipt of each payment the prime contractor receives from the Commission. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of the Commission. This clause applies to both DBE and non -DBE subcontractors. 5. RELEASE OF RETAINAGE No retainage will be withheld by the Agency from progress payments due the prime consultant. Retainage by the prime consultant or subconsultants is prohibited, and no retainage will be held by the prime consultant from progress due subconsultants. Any violation of this provision shall subject the violating prime consultant or subconsultants to the penalties, sanctions, and other remedies specified in Section 7108.5 of the California Business and Professions Code. This requirement shall not be construed to limit or impair any contractual, administrative, or judicial remedies, otherwise available to the prime consultant or subconsultant in the event of a dispute involving late payment or nonpayment by the prime consultant or deficient subconsultant performance, or noncompliance by a subconsultant. This provision applies to both DBE and non -DBE prime consultants and subconsultants. 6. LEGAL REMEDIES In addition to those contract remedies set forth under relevant provisions of California law, either Party to this Agreement may, where applicable, seek legal redress for violations of this Agreement pursuant to the relevant provisions of 49 C.F.R. Parts 23 and 26, to the relevant federal or state statutory provisions governing civil rights violations, and to the relevant federal and state provisions governing false claims or "whistleblower" actions, as well as any and all other applicable federal and state provisions of law. The Consultant shall include a provision to this effect in each of its agreements with its subcontractors. 7. DBE PARTICIPATION Caltrans has developed a statewide DBE program pursuant to 49 C.F.R. Part 26. The requirements and procedures, as applicable, of the Caltrans DBE program are hereby incorporated by reference into this Agreement. Even if no DBE participation will be reported, Consultant shall complete Exhibits "F" and "G" of this Agreement in compliance with the Caltrans DBE program. 17336 00800\29028522 1 D-4 257 A. This Agreement is subject to Title 49, Part 26 of the Code of Federal Regulations entitled "Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs." By obtaining DBE participation on this contract, Consultant will assist Caltrans in meeting its federally mandated statewide overall DBE goal. B. This Agreement has a 6.0% DBE goal. The Consultant must meet the goal by committing DBE participation or document a good faith effort to meet the goal. If a DBE subconsultant is unable to perform, the Consultant must make a good faith effort to replace him/her with another DBE subconsultant, if the goal is not otherwise met. A DBE is a firm meeting the definition of a DBE as specified in 49 CFR. C. DBE and other small businesses (SB), as defined in Title 49 CFR, Part 26 are encouraged to participate in the performance of agreements financed in whole or in part with federal funds. The Consultant, subrecipient or subconsultant shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Agreement. The Consultant shall carry out applicable requirements of 49 CFR, Part 26 in the award and administration of US DOT- assisted agreements. Failure by the contractor to carry out these requirements is a material breach of this Agreement, which may result in the termination of this Agreement or such other remedy as the Commission, Caltrans or the Department of Transportation deems appropriate. D. Any subcontract entered into as a result of this Agreement shall contain all of the provisions of this section. E. A DBE may be terminated only with prior written approval from the Commission and only for the reasons specified in 49 CFR 26.53(f). Prior to requesting Commission consent for the termination, the prime consultant must meet the procedural requirements specified in 49 CFR 26.53(f). 8. DBE PARTICIPATION GENERAL INFORMATION It is Consultant's responsibility to be fully informed regarding the requirements of 49 CFR, Part 26, and the Caltrans DBE program. Particular attention is directed to the following: A. A DBE must be a small business firm defined pursuant to 13 CFR 121 and be certified through the California Unified Certification Program (CUCP). B. A certified DBE may participate as a prime contractor, subcontractor, joint venture partner, as a vendor of material or supplies, or as a trucking company. C. A DBE joint -venture partner must be responsible for specific contract items of work or clearly defined portions thereof. Responsibility means actually performing, managing and supervising the work with its own forces. The DBE joint venture partner 17336 00800\29028522 1 D-5 258 must share in the capital contribution, control, management, risks and profits of the joint -venture commensurate with its ownership interest. D. A DBE must perform a commercially useful function, pursuant to 49 CFR 26.55 that is, must be responsible for the execution of a distinct element of the work and must carry out its responsibility by actually performing, managing and supervising the work, as more fully described in section 8 below. E. The Consultant shall list only one subcontractor for each portion of work as defined in the Consultant's bid/proposal and all DBE subcontractors should be listed in the Consultant's bid/cost proposal list of subcontractors. F. A Consultant who is a certified DBE is eligible to claim all of the work in the Agreement toward the DBE participation except that portion of the work to be performed by non -DBE subcontractors. 9 . COMMERCIALLY USEFUL FUNCTION A. A DBE performs a commercially useful function when it is responsible for execution of the work of the Agreement and is carrying out its responsibilities by actually performing, managing, and supervising the work involved. To perform a commercially useful function, the DBE must also be responsible with respect to materials and supplies used on the Agreement, for negotiating price, determining quality and quantity, ordering the material, and installing (where applicable) and paying for the material itself. To determine whether a DBE is performing a commercially useful function, evaluate the amount of work subcontracted, industry practices; whether the amount the firm is to be paid under the Agreement is commensurate with the work it is actually performing, and other relevant factors. B. A DBE does not perform a commercially useful function if its role is limited to that of an extra participant in a transaction, Agreement, or project through which funds are passed in order to obtain the appearance of DBE participation. In determining whether a DBE is such an extra participant, examine similar transactions, particularly those in which DBEs do not participate. C. If a DBE does not perform or exercise responsibility for at least thirty percent of the total cost of its Agreement with its own work force, or the DBE subcontracts a greater portion of the work of the Agreement than would be expected on the basis of normal industry practice for the type of work involved, it will be presumed that it is not performing a commercially useful function. 10. DBE CERTIFICATION AND DE -CERTIFICATION STATUS If a DBE subcontractor is decertified during the life of the Agreement, the decertified subcontractor shall notify the Contractor in writing with the date of de -certification. If a 17336.00800\29028522 1 D-6 259 subcontractor becomes a certified DBE during the life of the Agreement, the subcontractor shall notify the Contractor in writing with the date of certification. Any changes should be reported to the Commission's Contract Administrator within 30 days. 11. DBE RECORDS A. The Contractor shall maintain records of materials purchased and/or supplied from all subcontracts entered into with certified DBEs. The records shall show the name and business address of each DBE or vendor and the total dollar amount actually paid each DBE or vendor, regardless of tier. The records shall show the date of payment and the total dollar figure paid to all firms. DBE prime Contractors shall also show the date of work performed by their own forces along with the corresponding dollar value of the work. B. Upon completion of the Agreement, a summary of these records shall be prepared and submitted on the most current version of the form entitled, "Final Report - Utilization of Disadvantaged Business Enterprises (DBE)," CEM- 2402F (Exhibit 17-F in Chapter 17 of the LAPM), certified correct by the Contractor or the Contractor's authorized representative and shall be furnished to the Commission's Contract Administrator with the final invoice. Failure to provide the summary of DBE payments with the final invoice will result in twenty-five percent (25%) of the dollar value of the invoice being withheld from payment until the form is submitted. The amount will be returned to the Contractor when a satisfactory "Final Report Utilization of Disadvantaged Business Enterprises (DBE)" is submitted to the Commission's Contract Administrator. a. Prior to the fifteenth of each month, the Contractor shall submit documentation to the Commission's Contract Administrator showing the amount paid to DBE trucking companies. The Contractor shall also obtain and submit documentation to the Commission's Contract Administrator showing the amount paid by DBE trucking companies to all firms, including owner -operators, for the leasing of trucks. If the DBE leases trucks from a non -DBE, the Contractor may count only the fee or commission the DBE receives as a result of the lease arrangement. b. The Contractor shall also submit to the Commission's Contract Administrator documentation showing the truck number, name of owner, California Highway Patrol CA number, and if applicable, the DBE certification number of the truck owner for all trucks used during that month. This documentation shall be submitted on the Caltrans "Monthly DBE Trucking Verification," CEM-2404(F) form provided to the Contractor by the Commission's Contract Administrator. 12. REPORTING MATERIAL OR SUPPLIES PURCHASED FROM DBEs When Reporting DBE Participation, Material or Supplies purchased from DBEs may count as follows: 17336.00800\29028522 1 D-7 260 A. If the materials or supplies are obtained from a DBE manufacturer, 100 % of the cost of the materials or supplies will count toward the DBE participation. A DBE manufacturer is a firm that operates or maintains a factory or establishment that produces on the premises, the materials, supplies, articles, or equipment required under the Agreement and of the general character described by the specifications. B. If the materials or supplies purchased from a DBE regular dealer, count 60 % of the cost of the materials or supplies toward DBE goals. A DBE regular dealer is a firm that owns, operates or maintains a store, warehouse, or other establishment in which the materials, supplies, articles or equipment of the general character described by the specifications and required under the Agreement, are bought, kept in stock, and regularly sold or leased to the public in the usual course of business. To be a DBE regular dealer, the firm must be an established, regular business that engages, as its principal business and under its own name, in the purchase and sale or lease of the products in question. A person may be a DBE regular dealer in such bulk items as petroleum products, steel, cement, gravel, stone or asphalt without owning, operating or maintaining a place of business provided in this section. C. If the person both owns and operates distribution equipment for the products, any supplementing of regular dealers' own distribution equipment, shall be by a long-term lease agreement and not an ad hoc or Agreement -by -Agreement basis. Packagers, brokers, manufacturers' representatives, or other persons who arrange or expedite transactions are not DBE regular dealers within the meaning of this section. D. Materials or supplies purchased from a DBE, which is neither a manufacturer nor a regular dealer, will be limited to the entire amount of fees or commissions charged for assistance in the procurement of the materials and supplies, or fees or transportation charges for the delivery of materials or supplies required on the job site, provided the fees are reasonable and not excessive as compared with fees charged for similar services. 13. REPORTING PARTICIPATION OF DBE TRUCKING COMPANIES When Reporting DBE Participation, Participation of DBE trucking companies may count as follows: A. The DBE must be responsible for the management and supervision of the entire trucking operation for which it is responsible. B. The DBE must itself own and operate at least one fully licensed, insure, and operational truck used on the Agreement. 17336.00800\29028522 1 D-8 261 C. The DBE receives credit for the total value of the transportation services it provides on the Agreement using trucks it owns, insures, and operates using drivers it employs. D. The DBE may lease trucks from another DBE firm including an owner -operator who is certified as a DBE. The DBE who leases trucks from another DBE receives credit for the total value of the transportation services the lessee DBE provides on the Agreement. E. The DBE may also lease trucks from a non -DBE firm, including an owner - operator. The DBE who leases trucks from a non -DBE is entitled to credit only for the fee or commission it receives as a result of the lease arrangement. The DBE does not receive credit for the total value of the transportation services provided by the lessee, since these services are not provided by the DBE. F. For the purposes of this section, a lease must indicate that the DBE has exclusive use and control over the truck. This does not preclude the leased truck from working for others during the term of the lease with the consent of the DBE, as long as the lease gives the DBE absolute priority for use of the leased truck. Leased trucks must display the name and identification number of the DBE. 14. DEBARMENT, SUSPENSION AND OTHER INELIGIBILITY AND VOLUNTARY EXCLUSION In accordance with 49 CFR Part 29, which by this reference is incorporated herein, Consultant's subconsultants completed and submitted the Certificate of subconsultant Regarding Debarment, Suspension and Other Ineligibility and Voluntary Exclusion as part of the Consultant's proposal. If it is later determined that Consultant's subconsultants knowingly rendered an erroneous Certificate, the Commission may, among other remedies, terminate this Agreement. 15. ENVIRONMENTAL COMPLIANCE A. Compliance with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h)), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15). (Contracts, subcontracts, and subgrants of amounts in excess of $100,000). B. Mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871). D-9 17336.00800\29028522.1 262 16. NATIONAL LABOR RELATIONS BOARD CERTIFICATION In accordance with Public Contract Code Section 10296, and by signing this Agreement, Consultant certifies under penalty of perjury that no more than one final unappealable finding of contempt of court by a federal court has been issued against Consultant within the immediately preceding two-year period, because of Consultant's failure to comply with an order of a federal court that orders Consultant to comply with an order of the National Labor Relations Board. 17336.00800\29028522.1 D-10 263 17336 00800\29028522 1 EXHIBIT "E" CERTIFICATION OF CONSULTANT, COMMISSIONS & FEES [attached behind this page] E-1 264 Jacobs Project Management Co. CERTIFICATION OF CONSULTANT, COMMISSIONS & FEES I HEREBY CERTIFY that I am the Vice President , and duly authorized representative of the firm of Jacobs Project Management Co. , whose address is 3257 E. Guasti Road, Suite 120, Ontario, CA 91761 , and that, except as hereby expressly stated, neither I nor the above firm that I represent have: (a) employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration, any firm or person (other than a bona fide employee working solely for me or the above consultant) to solicit or secure this contract; nor (b) agreed, as an express or implied condition for obtaining this contract, to employ or retain the services of any firm or person in connection with carrying out the contract; nor (c) paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely for me or the above consultant) any fee, contribution, donation, or consideration of any kind, for or in connection with, procuring or carrying out this contract. I acknowledge that this Certificate is to be made available to the California Department of Transportation (Caltrans) in connection with this contract involving participation of federal -aid highway funds, and is subject to applicable state and federal laws, both criminal and civil. Exhibit C March 22, 2016 (Date) (Signature) Required Form — Certification of Consultant, Commissions & Fees C-4 265 17336 00800129028522 1 EXHIBIT "F" CONSULTANT DBE COMMITMENT [attached behind this page] F-1 266 Local Assistance Procedures Manual Exhibit 10-02 Consultant Contract DBE Commitment EXHIBIT 10-02 CONSULTANT CONTRACT DBE COMMITMENT 1. Local Agency: Riverside County Transportation Commission 2. Contract DBE Goal: 6% RFQ No. 16-31-051-00 for Construction Management Services, Materials Testing and Construction 3. Project Description: Surveying for the Pachappa Underpass Completion Project 4. Project Location: State Route 91 between Post Miles 18.39 to 20.69 in the City of Riverside, California Jacobs Project Management 5. Consultant's Name: Company 7. Total Contract Award 6. Prime Certified DBE: ❑ Amount: 8. Total Dollar Amount for ALL Subconsultants: $395,408.58 9. Total Number of ALL Subconsultants: $1,739,230.10 4 10. Description of Work, Service, or Materials Supplied 11. DBE Certification 12. DBE Contact Information 13. DBE Dollar Amount Number Construction Surveying CUCP #2128 Coast Surveying, Inc. 15031 Parkway loop, Suite B Tustin, CA 92780 714-918-6266 Ruel del Castillo, PLS $103,448.31 Labor Compliance CUCP #38020 Meadows Consulting 2471 West 7th Street San Bernardino, CA 92410 909-884-1985 Karen Meadows $14,837.33 Storm Water Inspection CUCP #30866 S2 Engineering, Inc. 8608 Utica Avenue, Suite 100 Rancho Cucamonga, CA 91701 909-615-7730 Sagar Pandey, PE $66,821.93 Local Agency to Complete this Section 14. TOTAL CLAIMED DBE PARTICIPATION $185,107.57 20. Local Agency Contract NI. mhcr 21. Federal -Aid Project Number: 10.6% 22. Contract Execution natp• Local Agency certifies that all DBE certifications are valid and information on this form is complete and accurate. IMPORTANT: Identify all DBE firms being claimed for credit, regardless of tier. Written confirmation of each listed DBE is req 'red. , i�� ealo /� ?/ 20 /-24/-4 23. Local Agency Representative's Signature 24. Date 5. Preparer's Signature 16. Date Peter Magallones 25. Local Agency Representative's Name 26. Phone 17. Preparer's Name 18. Phone Vice President 970-685-0729 27. Local Agency Representative's Title 19. Preparer's Title DISTRIBUTION: 1. Original - Local Agency 2. Copy - Caltrans District Local Assistance Engineer (DLAE). Failure to submit to DLAE within 30 days of contract execution may result in de -obligation of federal funds on contract. ADA Notice: For individuals with sensory disabilities, this document is available in altemate formats. For information call (916) 654-6410 or TDD (916) 654- 3880 or write Records and Forms Management, 1120 N Street, MS-89, Sacramento, CA 95814. Page 1 of 2 July 23, 2015 267 17336.00800\29028522 1 EXHIBIT "G" FINAL DBE UTILIZATION [attached behind this page] G-1 268 Local Assistance Procedures Manual Exhibit 17-F Final Report-Utilvation of Disadvantaged Business Enterprises (DBE) and First -Tier Subcontractors EXHIBIT 17-F FINAL REPORT -UTILIZATION OF DISADVANTAGED BUSINESS ENTERPRISES (DBE) AND FIRST -TIER SUBCONTRACTORS 1 Loral Agency Contract Number 2. federal-Atd Project Number 3 Lace Agency a Contract Completion Dale 5 Connecta ;Consultant 6. Business Andress 7 Fmel Cordract Amount a Contract Item Number 9. Description of Work. Sennce. or Mstanats Supplied t0 Company Name and Business Address 11 DBE Cerldtcalxan Number 12 Connect Payments 13 Date Work Completed l4 pate of Final Payment Non -OBE DBE 15 ORIGINAL DBE COMMITMENT AMOUNT S 16 TOTAL List all Bret -tier subconbactorslsubconsuhants and DBEs logarithms el tlar whether or nol the Arms were originally listed for goal credit If actual DBE utilization (or item of work) was different than that approved at the time of reset. provide commeras on an adnawnal page. Lest advet amount pate io eadl entry If no suticardractords ubcon sullyn4 were used on the contract, digitate an the form I CERTIFY THAT THE ABOVE INFORMATION IS COMPLETE AND CORRECT 17 Cdntreclontonsultant RepresenlahYOs Signature 18 ConeedrrlConsultant Representatives Name 19 Phone 20 Date I CERTIFY THAT THE CONTRACTING RECORDS AND ON -SITE PERFORMANCE OF THE DBE(S) HAS BEEN MONITORED 21 Local Agency Represenlauve s Stratum 22 Luce/ Agency Representatives Name 23. Pilule 124 Date DISTRIBUTION: Original — Local Agency, Copy — Caltrans District Local Assistance Engineer Include with Final Report of Expenditures ADA NOTICE: For individuals with sensory disabilities, this document is available in alternate formats For information, call (916) 445.1233, Local Assistance Procedures Manual TTY 711, or write to Records and Fortes Management, 1120 N Street, MS-89, Sacramento, CA 95814 Page 1 of 2 July 23, 2015 269 Local Assistance Procedures Manual Exhibit 17-F Final Report -Utilization of Disadvantaged Business Enterprises (DBE) and First -Tier Subcontractors INSTRUCTIONS — FINAL REPORT -UTILIZATION OF DISADVANTAGED BUSINESS ENTERPRISES (DBE) AND FIRST -TIER SUBCONTRACTORS 1. Local Agency Contract Number - Enter the Local Agency contract number or identifier. 2. Federal -Aid Project Number - Enter the Federal -Aid Project Number. 3. Local Agency - Enter the name of the local or regional agency that is funding the contract. 4. Contract Completion Date - Enter the date the contract was completed. 5. Contractor/Consultant - Enter the contractor/consultant's firm name. 6. Business Address - Enter the contractor/consultant's business address. 7. Final Contract Amount - Enter the total final amount for the contract. 8. Contract Item Number - Enter contract item for work, services, or materials supplied provided. Not applicable for consultant contracts. 9. Description of Work, Services, or Materials Supplied - Enter description of work, services, or materials provided. Indicate all work to be performed by DBEs including work performed by the prime contractor/consultant's own forces, if the prime is a DBE. If 100% of the item is not to be performed or furnished by the DBE, describe the exact portion to be performed or furnished by the DBE. See LAPM Chapter 9 to determine how to count the participation of DBE firms. 10. Company Name and Business Address - Enter the name, address, and phone number of all subcontracted contractors/consultants. Also, enter the prime contractor/consultant's name and phone number, if the prime is a DBE. 11. DBE Certification Number - Enter the DBE's Certification Identification Number. Leave blank if subcontractor is not a DBE. 12. Contract Payments - Enter the subcontracted dollar amount of the work performed or service provided. Include the prime contractor/consultant if the prime is a DBE. The Non -DBE column is used to enter the dollar value of work performed by firms that are not certified DBE or for work after a DBE becomes decertified. 13. Date Work Completed - Enter the date the subcontractor/subconsultant's item work was completed. 14. Date of Final Payment - Enter the date when the prime contractor/consultant made the final payment to the subcontractor/subconsultant for the portion of work listed as being completed. 15. Original DBE Commitment Amount - Enter the "Total Claimed DBE Participation Dollars" from Exhibits 15-G or 10-02 for the contract. 16. Total - Enter the sum of the "Contract Payments" Non -DBE and DBE columns. 17. Contractor/Consultant Representative's Signature - The person completing the form on behalf of the contractor/consultant's firm must sign their name. 18. Contractor/Consultant Representative's Name - Enter the name of the person preparing and signing the form. 19. Phone - Enter the area code and telephone number of the person signing the form. 20. Date - Enter the date the form is signed by the contractor's preparer. 21. Local Agency Representative's Signature - A Local Agency Representative must sign their name to certify that the contracting records and on -site performance of the DBE(s) has been monitored. 22. Local Agency Representative's Name - Enter the name of the Local Agency Representative signing the form. 23. Phone - Enter the area code and telephone number of the person signing the form. 24. Date - Enter the date the form is signed by the Local Agency Representative. Page 2 of 2 July 23, 2015 270 17336.00800\29028522 1 EXHIBIT "H" DISCLOSURE OF LOBBYING ACTIVITIES [attached behind this page] H-1 271 Jacobs Project Management Co. Disclosure of Lobbying Activities COMPLETE THIS FORM TO DISCLOSE LOBBYING ACTIVITIES PURSUANT TO 31 U.S.C. 1352 1. Type of Federal Action: a. contract b. grant c. cooperative agreement d. loan e. loan guarantee f. loan insurance N/A 2. Status of Federal Action: 3. Report Type: ❑ a. bid/offer/application b. initial award c. post -award 4. Name and Address of Reporting Entity Prime N/A Subawardee Tier , if known Congressional District, if known 6. Federal Department/Agency: N/A 8. Federal Action Number, if known: N/A 10. Name and Address of Lobby Entity (If individual, last name, first name, MI) N/A N/A a. initial b. material change N/A For Material Change Only: year quarter date of last report 5. If Reporting Entity in No. 4 is Subawardee, Enter Name and Address of Prime: N/A Congressional District, if known 7. Federal Program Name/Description: CFDA Number, if applicable 9. Award Amount, if known: N/A N/A 11. Individuals Performing Services (including address if different from No. 10a) (last name, first name, MI) (attach Continuation Sheet(s) if necessary) 12. Amount of Payment (check all that apply) $ N/A actual ❑ planned 13. Form of Payment (check all that apply): Ei a. cash b. in -kind; specify: nature Value N/A 14. Type of Payment (check all that apply) a. retainer b. one-time fee c. commission d. contingent fee e deferred f. other, specify N/A 15. Brief Description of Services Performed or to be performed and Date(s) of Service, including officer(s), employee(s), or member(s) contacted, for Payment Indicated in Item 11: N/A (attach Continuation Sheet(s) if necessary) 16. Continuation Sheet(s) attached: Yes ❑ v. Information requested through this form is authorized by Title 31 U.S.C. Section 1352. This disclosure of lobbying reliance was placed by the tier above when his transaction was made or entered into, This disclosure is required pursuant to 31 U.S.0 1352. This information will be reported to Congress semiannually and will be available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Federal Use Only: No ❑ Signature: Print Name: Peter Magallones Title: Vice President Telephone No.: 970.685.0729 Date: 3/22/2016 Authorized for Local Reproduction Standard Form - LLL Exhibit C Standard Form LLL Rev 04-28-06 Required Form — Disclosure of Lobbying Activities C-6 272 Coast Surveying, Inc. Disclosure of Lobbying Activities COMP! ETE THIS FORM TO DISCLOSE LOBBYINCi ACTIVITIES PURSUANT 10 31 l;.S_C 1352 I. Type of Federal Action: a contract b. grant c. cooperative agreement d. loan e. loan guarantee f. loan insurance r2. Status of Federal Action: 3, Report Type: i29a. bidioffer%application ® a. initial b. initial award b. material change c. post -award 4. Name and Address of Reporting Entity Prime Subawardee Tier ifknosvn Congressional District, it known 6. Federal Department/Agency: Riverside County Transportation Commission R. Federal Action Number, &known: 10. lame and Address of Lobby Entity (It individual, last name. first name. MI) N/A For Material Change Only: year _ quarter _ . date of last report _ 5. If Reporting Entity in No. 4 is Suhawardee, Enter Name and Address of Prime: Jacobs Engineering 3257 E. Guasti Rd, Suite 120 Ontario, CA 91761 Congressional District, if known 7- Federal Program Name/Description: CFDA lumber, if applicable 9. Award Amount, if known: I L Individuals Performing Services (including address if different from Nit 10a) (last name, first name. hit) (attach Continuation Sheet(a) if necessary) 12. Amount of Pay Wren[ (check all that apply) s N/A 0 actual E3 planned 13. Form of Payment (cheek all that apply): N/A 8 a. lash h, to -kind: speedy: ratan. ,. Value 14. Type of Payment (check all that apply) J rdjIlh r h unC Wain tee entian i s6lon d conlizigent Ice deferred I other, specify _ 15. Brief Description of Sers°ices Performed or to be performed and Dates) of Sersice, including officer(s), employee(s), or member(s) contacted, for Payment Indicated in Item 11: (attach Continuation Sheegs) if necessary) (b. Continuation Sheet(s) attached: Yes El 17. Inlimnation reyuccted through this form is authorized by Titk 31 11. S C Section 1352 This disclosure of lobbyme reliance was placed by the tier above when his transaction was made rn entered into This disclosure is required ptnsuant to 31 31,S C. 1352, This information will be reported kr Congress semiannually and will be available for public inspectinu. Any person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than S 100.000 for each such failure Federal Use Only: No Signature: Pnm larne Rue' del Castillo Tait:: President N/A Telephone 7Vn., (714)918-6266 Date. 3/3/2016 ,Authorized for Local Reproduction Standard Form • LLL Exhibit C Standad Form ILL Re, 04-11(N. Required Form — Disclosure of Lobbying Activities C-6 1 273 Leighton Consulting, Inc. Disclosure of Lobbying Activities COMPLETE THIS FORM TO DISCLOSE LOBBYING ACTIVITIES PURSUANT TO 31 U.S.C. 1352 1. Type of Federal Action: 2. Status of Federal Action: Eia. contract El a. bid/offer/application b. grant b. initial award c. cooperative agreement c. post -award d. loan e. loan guarantee f. loan insurance 4. Name and Address of Reporting Entity ElPrime 0 Subawardee Tier , if known Congressional District, if known 6. Federal Department/Agency: None 8. Federal Action Number, if known: None 10. Name and Address of Lobby Entity (If individual, last name, first name, MI) None 3. Report Type: El a. initial b. material change For Material Change Only: year quarter date of last report 5. If Reporting Entity in No. 4 is Subawardee, Enter Name and Address of Prime: Jacobs 3257 E. Guasti Rd, Ste 120 Ontario, CA 91761 Congressional District, if known 7. Federal Program Name/Description: CFDA Number, if applicable rw" 9. Award Amount, if known: 0.00 11. Individuals Performing Services (including address if different from No. 10a) (last name, first name, MI) NA (attach Continuation Sheet(s) if necessary) 12. Amount of Payment (check all that apply) S 0.00 ❑ actual planned 13. Form of Payment (check all that apply): Ei a, cash b. in -kind: specify: nature Value 14. Type of Payment (check all that apply) 11 a. retainer b. one-time fee c. commission d. contingent fee e deferred f. other, specify 15. Brief Description of Services Performed or to be performed and Date(s) of Service, including officer(s), employee(s), or member(s) contacted, for Payment Indicated In Item 11: (attach Continuation Sheet(s) if necessary) 16. Continuation Sheet(s) attached: Yea 17. Information requested through this form is authorized by Title 31 U S.0 Section 1352. This disclosure of lobbying reliance was placed by the tier above when his transaction wes made or entered into This disclosure is required pursuant to 31 U.S.C. 1352. This information will be reported to Congress semiannually and will be available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000 and not more than f 100,000 for each such failure. Federal Use Only: No Signature: Print Name: Kris Lutton Title: Senior Vice President Telephone No.: 949-681-4203 a Date: 03/02/16 Authorized for Local Reproduction Standard Form - LLL Standard Fomr Lt.L Rev 04-2X Required Form — Disclosure of Lobbying Activities Exhibit C C-6 274 Meadows Consulting Disclosure of Lobbying Activities COMPLETE THIS FORM TO DISCLOSE LOBBYING ACl IVI I IES PURSUANT TO 31 U.S.C. 1352 I. Type of Federal Action: a. contract b. grant c. cooperative agreement d. loan e. loan guarantee f. loan insurance 2. Status of Federal Action: ❑ a. bid/offer/application b initial award c. post -award i. Name and Address of Reporting Entity ❑ Prime Subawardee Tier . if known Congressional District, if known 6. Federal Department/.Agency: S. Federal Action Number, ifknrwn: 10. Name and Address of I.obby Emily 11f indis idual. Iasi name. tint nam 3. Report Type: ❑ a. initial b material change F r Material Change Only: year quarter— _ date of last report 5- If ReportingYntity in No. 4 is Subawardee, Enter Narne and Address of Prime: ongrecsinnal District, if known Federal Program Name/Description: CFDA Number, if applicable 9. Award Amount, if known: II. Individuals Performing Services (including address if different from No. 10a) (last name. tint name, MI) �` aru}rn Continuation Sheet(s) il'necessary ) 12. Amount of Payment (check all trial apply) ❑ actual/ ❑ planned 13. Form of l'ay mOt ▪ t▪ her/all that apply ): e a. 49n b.d: s i1y" nature Value 14. Type of Payment (check all that apply) t-- a retainer b. one-time tee c. commission d contingent tee e deferred f. other, specify _ 15. Rrief (*scriptl6n of Services Performed or to be performed and Date(s) of Service, including offtcer(s), er,li►loyee(s), or member(s) contacted, for Payment Indicated in Item I I: 16. Conti 6ation Sheet(s) attached: (attach Continuation Sheet(s) if necessary) 1 es ❑ 17, Inform requested through this form is authorized by Title 31 ll Section 1352 This disclosure of lobbying reliance was aced by the tier above when his transaction was made or entered into tins disclosure is required pursuant to 31 L S C 1352 lhts information will be reported to Congress semiannually' and will be available for public inspection ,Any person who fails to tile the required disclosure shall be subject to a civil penalty of not less than S10,000 and not more than $100.000 for each such failure Federal Use Only: No ❑ Signature' Print Name: Orr Atek -sue T itle: 6.4.),..Telephone No.:(y..,; d�I-I`lS nafe:3A'16 Authorized ton Local Reproduction Standard Form - LLI, Exhibit C Standard Fonn LI L Re% 03-28-06 Required Form — Disclosure of Lobbying Activities C-6 275 S2 Engineering, Inc. Disclosure of Lobbying Activities COMPI.F. rE "I'I IIS FORM TO DISCLOSE LOBBYING ACTIVI flES PURSUAN r To 31 U.S.C. 1352 1. Type of Federal Action: 2. Status of Federal Action: 0 a. contract © a. bid/oller/npplicalion b. grant b. initial award c. cooperative agreement c. post -award d. loan e. loan guarantee f. loan insurance Name and Address of Reporting Entity ❑ Prime ❑x Subawardee Tier . if known Congressional District, if knommn 6. Federal Department/Agency: Riverside County Transportation Commission 8. Federal Action Number, if known: 10. Name and Adtlress of Lobby Entity (If individual, last name, first name, MI) /v/A 3. Report Type: © a. initial b. material change For Materinl Change Only: year quarter date of last report -_ 5. If Reporting Entity In No. 4 is Subawardee, Enter Name and Address of Prime: Jacobs Engineering 3257 E. Guasti Rd, Suite 120 Ontario. CA 91761 Congressional District, if known 7. Federal Program Name/Description: CFDA Number, if applicable 9. Award Amount, if known: 1 I. Individuals Performing Services (including address if different from No. 10a) (last name, first name, MI) (attach Continuation Sheet(s) if necessary) 12. Amount of Payment (check all that apply) s /WA ❑ actual ❑ planned /.) 13. Form of Payment (check all that apill)): `f1 8 a. call, b. in -kind; specify: nature Value 14. Type of Payment (check all that apply) u. retainer b. one-time fee c. commission d contingent fee e deferred f. other, specify /v/ 15. Brief Description of Services Performed or to be performed and Date(s) of Service, including oFrcer(s), employee(s), or member(s) contacted, for Payment Indicated in Item II: (attach Continuation Sheet(s) if necessary) 16. Continuation Sheet(s) attached: l'es ❑ 17. Information requested through this form is authorized b) Title 31 U.S.0 Section 1352. This disclosure of lobbying reliance minas placed by the tier above when his transaction minas made or entered into. "I his disclosure is required pursuammt to 31 U.S.C. 1352. This information will he reponcd to Congress semiannually and will be available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of not kss than Sf0,000 and not more than $100.000 for each such failure. Federal Use Only: No 0 Print Name: SfirtaAlQ Title: t»te Telephone No.: e2 % --K24 Dat.:)//bJ/Z Authorized for Local Reproduction Standard Form - LLL til.irnhr•.1 hmin I LI Rey 01-1'N-06 Required Form — Disclosure of Lobbying Activities Exhibit C C-6 276 AGENDA ITEM 7P RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: September 14, 2016 TO: Riverside County Transportation Commission FROM: Western Riverside County Programs and Projects Committee Patricia Castillo, Capital Projects Manager THROUGH: Anne Mayer, Executive Director SUBJECT: List of Pre -Qualified Firms and Agreements for On -Call Investigation — Laboratory and Field Testing of Materials Services Geotechnical WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Award the following agreements to provide on -call geotechnical investigation — laboratory and field testing of materials services for a three-year term with two one-year options to extend the agreement, in an amount not to exceed an aggregate value of $500,000; a) Agreement No. 16-31-078-00 with Converse Consultants (Converse); b) Agreement No. 16-31-112-00 with Leighton Consulting Inc. (Leighton); and c) Agreement No. 16-31-113-00 with Ninyo & Moore Geotechnical and Environmental Sciences Consultants (Ninyo & Moore) 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements, including option years, on behalf of the Commission; and 3) Authorize the Executive Director, or designee, to execute task orders awarded to contractors under the terms of the agreements. BACKGROUND INFORMATION: The Commission has a periodic need for the provision of comprehensive on -call geotechnical investigation — laboratory and field testing of materials services. Typically, the Commission obtains geotechnical investigation and lab testing services through subconsultants to primary consultant contracts for preliminary design or construction management. There are occasions in which these services will be needed independent of a design or construction contract. Examples of this include station capital projects where construction management will be administered by Commission and Bechtel staff. Agenda Item 7P 277 Procurement Process Pursuant to Government Code 4525 et seq, selection of architectural, engineering, and related services, including construction project management, shall be on the basis of demonstrated competence and on professional qualifications necessary for the satisfactory performance of the services required. Therefore, staff used the qualification method of selection for the procurement of these services. Request for Qualifications (RFQ) No. 16-31-078-00 for on -call geotechnical investigation — laboratory and field testing of materials services was released by staff on April 12, 2016. A public notice was advertised in the Press Enterprise, and the RFQ was posted on the Commission's PlanetBids website, which is accessible through the Commission's website. Utilizing PlanetBids, emails were sent to 127 firms, 26 of which are located in Riverside County. Through the PlanetBids site, 42 firms downloaded the RFQ; 13 of these firms are located in Riverside County. Staff responded to all questions submitted by potential proposers prior to the May 3 clarification deadline date. Ten firms — CTE South (Riverside); Converse (Redlands); ES Engineering Services, LLC (Orange); Heider Inspection Group (Ontario); Inland Foundation Engineering, Inc. (San Jacinto); Koury Engineering & Testing, Inc. (Chino); Leighton (Temecula); Ninyo & Moore (Rancho Cucamonga); RMA Group (Rancho Cucamonga); and Twining, Inc. (San Bernardino) — submitted statements of qualifications (SOQ) prior to the 2:00 p.m. submittal deadline on May 23. Utilizing the evaluation criteria set forth in the RFQ, all firms were evaluated and scored by an evaluation committee comprised of Commission and Bechtel staff. Based on the evaluation committee's assessment of the SOQs and pursuant to the terms of the RFQ, the evaluation committee short listed and invited five firms to the interview phase of the evaluation and selection process. Interviews of the shortlisted firms — Converse; Leighton; Ninyo & Moore; RMA Group and Twining, Inc. — were conducted on June 22. The evaluation committee recommends contract award to Converse, Leighton, and Ninyo & Moore, as these firms earned the highest total evaluation scores. The multiple award, on -call, indefinite delivery/indefinite quantity task order type contracts do not guarantee work to any of the awardees; therefore, no funds are guaranteed to any consultant. Pre -qualified consultants will be selected for specific tasks based on qualification information contained in their proposals and/or competitive fee proposals for the specific tasks. Services will be provided through the Commission's issuance of contract task orders to the consultants on an as -needed basis. The Commission's standard form professional services agreement will be entered into with the consultants subject to any changes approved by the Executive Director, and pursuant to legal counsel review. Staff oversight of the contract will maximize the effectiveness of the consultants and minimize costs to the Commission. Agenda Item 7P 278 Financial Information Yes FY 2016/17 $ 50,000 In Fiscal Year Budget: N/A Year: FY 2017/18+ Amount: $ 450,000 Measure A Western County Highway/ No Source of Funds: Budget Adjustment: Rail, Proposition 1B grant funds N/A 0030XX 81110 00000 0000 262 31 81101 GL/Project Accounting No.: 0030XX 81302 00000 0000 262 31 81301 0040XX 81110 00000 0000 265 33 81101 0040XX 81302 00000 0000 265 33 81301 Fiscal Procedures Approved: \1-41-tda� Date: 08/08/2016 Attachment: Draft Standard Form On -Call Professional Services Agreement Agenda Item 7P 279 AGREEMENT NO. 16-31-078-00 PROFESSIONAL SERVICES AGREEMENT WITH FHWA AND/OR FTA FUNDING/ASSISTANCE RIVERSIDE COUNTY TRANSPORTATION COMMISSION AGREEMENT WITH [CONSULTANT] FOR ON -CALL GEOTECHNICAL INVESTIGATION- LABORATORY AND FIELD TESTING OF MATERIALS SERVICES 1.0 PARTIES AND DATE. This Agreement is made and entered into this day of , 2015, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("the Commission") and [NAME OF FIRM] ("Consultant"), a [LEGAL STATUS OF CONSULTANT, e.g., California corporation]. 2.0 RECITALS. 2.1 On November 8, 1988 the voters of Riverside County approved Measure A authorizing the collection of a one-half percent (1 /2 %) retail transactions and use tax (the "Tax") to fund transportation programs and improvements within the County of Riverside, and adopting the Riverside County Transportation Improvement Plan (the "Plan"). 2.2 Pursuant to Public Utility Code Sections 240000 et seq., the Commission is authorized to allocate the proceeds of the Tax in furtherance of the Plan. 2.3 On November 5, 2002, the voters of Riverside County approved an extension of the Measure A tax for an additional thirty (30) years for the continued funding of transportation and improvements within the County of Riverside. 2.4 A source of funding for payment for professional services provided under this Agreement may be federal funds from the United States Department of Transportation. This Commission may withhold payment of any federal funds hereunder until the certification shown in Exhibit "F" attached hereto and incorporated herein by reference, is executed. 2.5 Consultant desires to perform and assume responsibility for the provision of certain professional services required by the Commission on the terms and conditions set forth in this Agreement and in the task order(s) to be issued pursuant to this Agreement and executed by the Commission and the Consultant ("Task Order"). Consultant represents that it is experienced in providing on -call geotechnical investigation, laboratory and field testing of materials services to public clients, is licensed in the State of California (if necessary), and is familiar with the plans of the Commission. 17336.00023\9602162.1 280 2.6 The Commission desires to engage Consultant to render such services on an on - call basis. Services shall be ordered by Task Order(s) to be issued pursuant to this Agreement for future projects as set forth herein (each such project shall be designated a "Project" under this Agreement). 3.0 TERMS. 3.1 General Scope of Services. Consultant shall furnish all technical and professional services, including labor, material, equipment, transportation, supervision and expertise, and incidental and customary work necessary to fully and adequately supply the professional on -call geotechnical investigation, laboratory and field testing of materials services necessary for the Project ("Services"). The Services are more generally described in Exhibit "A" attached hereto and incorporated herein by reference. The Services shall be more particularly described in the individual Task Orders issued by the Commission's Executive Director or designee. No Services shall be performed unless authorized by a fully executed Task Order. All Services shall be subject to, and performed in accordance with, this Agreement, the relevant Task Order, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. Notwithstanding the foregoing, Caltrans and/or FHWA funded Task Orders shall be completed within thirty-six (36) months of the Effective Date, unless approval of Caltrans is obtained from the Commission. 3.2 Commencement of Services. The Consultant shall commence work within five (5) days of receiving a fully executed Task Order from Commission. 3.2.1 In the event federal funding will be used for any Task Order, and to the extent Caltrans procedures apply in connection therewith, issuance of a "Notice to Proceed" on the Task Order or written authorization by the Commission's designated project manager may be contingent upon completion and approval of a pre -award audit. Any questions raised during the pre -award audit for the Task Order shall be resolved before the Commission will consider approval of the Task Order. Any federal aid provided under a Task Order is contingent on meeting all federal requirements and could be withdrawn, thereby entitling the Commission to terminate the Task Order, if the procedures are not completed. Consultant's files shall be maintained in a manner to facilitate Federal and State process reviews. In addition, the applicable federal agency, or Caltrans acting on behalf of a federal agency, may require that prior to performance of any work for which federal reimbursement is requested and provided, that said federal agency or Caltrans must give to Commission an "Authorization to Proceed". If any post - Task Order award audit recommendations are received by the Commission from Caltrans, Consultant shall make all necessary adjustments to conform to the audit recommendations. Refusal by Consultant to incorporate the interim audit or post -Task Order award recommendations of Caltrans will be considered a breach of the Task Order and this Agreement and cause for termination or suspension of the Services. 3.3 Term. The term of this Agreement shall be from the date first set forth above or the date of issuance of the Notice to Proceed by the Commission, whichever occurs first, to the later of [INSERT AGREEMENT EXPIRATION DATE], or the date on which all Services 2 17336.00023\9602162.1 281 under a Task Order issued prior to the foregoing date have been completed, unless earlier terminated as provided herein. No Task Orders will be issued after [INSERT AGREEMENT EXPIRATION DATE]. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines set forth in the Task Orders. All applicable indemnification provisions of this Agreement shall remain in effect following the termination of this Agreement. 3.4 Commission's Representative. The Commission hereby designates the [INSERT NAME OR TITLE], or his or her designee, to act as its Representative for the performance of this Agreement ("Commission's Representative"). Commission's Representative shall have the authority to act on behalf of the Commission for all purposes under this Agreement. Commission's Representative shall also review and give approval, as needed, to the details of Consultant's work as it progresses. Consultant shall not accept direction or orders from any person other than the Commission's Representative or his or her designee. 3.5 Consultant's Representative. Consultant hereby designates [INSERT NAME OR TITLE], or his or her designee, to act as its Representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to act on behalf of Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his professional skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement and as described in the relevant Task Order. Consultant shall work closely and cooperate fully with Commission's Representative and any other agencies which may have jurisdiction over, or an interest in, the Services. Consultant's Representative shall be available to the Commission staff at all reasonable times. Any substitution in Consultant's Representative shall be approved in writing by Commission's Representative. 3.6 Substitution of Key Personnel. Consultant has represented to the Commission that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval by the Commission. In the event that the Commission and Consultant cannot agree as to the substitution of the key personnel, the Commission shall be entitled to terminate this Agreement for cause, pursuant to the provisions of Section 3.14. The key personnel for performance of this Agreement are: [INSERT NAME(S)] 3.7 Preliminary Review of Work. All reports, working papers, and similar work products prepared for submission in the course of providing Services under this Agreement shall be submitted to the Commission's Representative in draft form, and the Commission may require revisions of such drafts prior to formal submission and approval. In the event plans and designs are to be developed as part of the Project, final detailed plans and designs shall be contingent upon obtaining environmental clearance as may be required in connection with Federal funding. In the event that Commission's Representative, in his sole discretion, determines the formally submitted work product to be not in accordance with the standard of care established under this 3 17336.00023\9602162.1 282 contract, Commission's Representative may require Consultant to revise and resubmit the work at no cost to the Commission. 3.8 Appearance at Hearings. If and when required by the Commission, Consultant shall render assistance at public hearings or other meetings related to the Project or necessary to the performance of the Services. However, Consultant shall not be required to, and will not, render any decision, interpretation or recommendation regarding questions of a legal nature or which may be construed as constituting a legal opinion. 3.9 Standard of Care; Licenses. Consultant represents and maintains that it is skilled in the professional calling necessary to perform all Services, duties and obligations required by this Agreement to fully and adequately complete the Project. Consultant shall perform the Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California during the term of this Agreement. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Consultant further represents and warrants to the Commission that its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant shall perform, at its own cost and expense and without reimbursement from the Commission, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein, and shall be fully responsible to the Commission for all damages and other liabilities provided for in the indemnification provisions of this Agreement arising from the Consultant's errors and omissions. Any employee of Consultant or its sub -consultants who is determined by the Commission to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the Commission, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 3.10 Opportunity to Cure. Commission may provide Consultant an opportunity to cure, at Consultant's expense, all errors and omissions which may be disclosed during Project implementation. Should Consultant fail to make such correction in a timely manner, such correction may be made by the Commission, and the cost thereof charged to Consultant. 3.11 Inspection of Work. Consultant shall allow the Commission's Representative to inspect or review Consultant's work in progress at any reasonable time. 3.12 Final Acceptance. Upon determination by the Commission that Consultant has satisfactorily completed the Services required under this Agreement and within the term set forth in Section 3.3, the Commission shall give Consultant a written Notice of Final Acceptance. Upon receipt of such notice, Consultant shall incur no further costs hereunder, unless otherwise specified in the Notice of Final Acceptance. Consultant may request issuance of a Notice of Final Acceptance when, in its opinion, it has satisfactorily completed all Services required under the terms of this Agreement. In the event copyrights are permitted under this Agreement, then in connection with Federal funding, it is hereby acknowledged and agreed that the United States 4 17336.00023\9602162.1 283 Department of Transportation shall have the royalty -free non-exclusive and irrevocable right to reproduce, publish, or otherwise use, and to authorize others to use, the work for governmental purposes. 3.13 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. For example, and not by way of limitation, Consultant shall keep itself fully informed of and in compliance with all implementing regulations, design standards, specifications, previous commitments that must be incorporated in the design of the Project, and administrative controls including those of the United States Department of Transportation. Compliance with Federal procedures may include completion of the applicable environmental documents and approved by the United States Department of Transportation. For example, and not by way of limitation, a signed Categorical Exclusion, Finding of No Significant Impact, or published Record of Decision may be required to be approved and/or completed by the United States Department of Transportation. For Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the Commission, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold Commission, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.14 Termination. 3.14.1 Notice; Reason. Commission may, by written notice to Consultant, terminate this Agreement, in whole or in part, at any time by giving written notice to Consultant of such termination, and specifying the effective date thereof ("Notice of Termination"). Such termination may be for Commission's convenience or because of Consultant's failure to perform its duties and obligations under this Agreement, including, but not limited to, the failure of Consultant to timely perform Services pursuant to the Schedule of Services described in Section 3.15 of this Agreement. Consultant may not terminate this Agreement except for cause. 3.14.2 Discontinuance of Services. Upon receipt of the written Notice of Termination, Consultant shall discontinue all affected Services as directed in the Notice or as otherwise provided herein and shall deliver to the Commission all Documents and Data, as defined in this Agreement, as may have been prepared or accumulated by Consultant in performance of the Services, whether completed or in progress. 3.14.3 Effect of Termination For Convenience. If the termination is to be for the convenience of the Commission, the Commission shall compensate Consultant for Services fully and adequately provided through the effective date of termination. Such payment shall include a prorated amount of profit, if applicable, but no amount shall be paid for anticipated profit on unperformed Services. Consultant shall provide documentation deemed adequate by Commission's Representative to show the Services actually completed by Consultant prior to the 5 17336.00023\9602162.1 284 effective date of termination. This Agreement shall terminate on the effective date of the Notice of Termination. 3.14.4 Effect of Termination for Cause. If the termination is for cause, Consultant shall be compensated for those Services which have been fully and adequately completed and accepted by the Commission as of the date the Commission provides the Notice of Termination. In such case, the Commission may take over the work and prosecute the same to completion by contract or otherwise. Further, Consultant shall be liable to the Commission for any reasonable additional costs incurred by the Commission to revise work for which the Commission has compensated Consultant under this Agreement, but which the Commission has determined in its sole discretion needs to be revised, in part or whole, to complete the Project because it did not meet the standard of care established in Section 3.9. Termination of this Agreement for cause may be considered by the Commission in determining whether to enter into future agreements with Consultant. 3.14.5 Cumulative Remedies. The rights and remedies of the Parties provided in this Section are in addition to any other rights and remedies provided by law or under this Agreement. 3.14.6 Procurement of Similar Services. In the event this Agreement is terminated, in whole or in part, as provided by this Section, the Commission may procure, upon such terms and in such manner as it deems appropriate, services similar to those terminated. 3.14.7 Waivers. Consultant, in executing this Agreement, shall be deemed to have waived any and all claims for damages which may otherwise arise from the Commission's termination of this Agreement, for convenience or cause, as provided in this Section. 3.15 Schedule and Progress of Services. 3.15.1 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with any specific schedule that shall be set forth in the Task Order ("Schedule of Services"). Consultant represents that it has the professional and technical personnel to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with each Schedule, the Commission shall respond to Consultant's submittals in a timely manner. Upon request of Commission's Representative, Consultant shall provide a more detailed schedule of anticipated performance to meet the relevant Schedule of Services. 3.15.2 Modification of the Schedule. Consultant shall regularly report to the Commission, through correspondence or progress reports, its progress in providing required Services within the scheduled time periods. Commission shall be promptly informed of all anticipated delays. In the event that Consultant determines that a schedule modification is necessary, Consultant shall promptly submit a revised Schedule of Services for approval by Commission's Representative. 3.15.3 Trend Meetings. Consultant shall conduct trend meetings with the Commission's Representative and other interested parties, as may be requested by the Commission. These trend meetings will encompass focused and informal discussions concerning 6 17336.00023\9602162.1 285 scope, schedule, and current progress of Services, relevant cost issues, and future Project objectives. Consultant shall be responsible for the preparation and distribution of meeting agendas to be received by the Commission and other attendees no later than three (3) working days prior to the meeting. 3.15.4 Progress Reports. As part of its monthly invoice, Consultant shall submit a progress report, in a form determined by the Commission, which will indicate the progress achieved during the previous month in relation to the relevant Schedule of Services, as applicable. If applicable, submission of such progress report by Consultant shall be a condition precedent to receipt of payment from the Commission for each monthly invoice submitted. 3.16 Delay in Performance. 3.16.1 Excusable Delays. Should Consultant be delayed or prevented from the timely performance of any act or Services required by the terms of the Agreement by reason of acts of God or of the public enemy, acts or omissions of the Commission or other governmental agencies in either their sovereign or contractual capacities, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes or unusually severe weather, performance of such act shall be excused for the period of such delay. 3.16.2 Written Notice. If Consultant believes it is entitled to an extension of time due to conditions set forth in subsection 3.16.1, Consultant shall provide written notice to the Commission within seven (7) working days from the time Consultant knows, or reasonably should have known, that performance of the Services will be delayed due to such conditions. Failure of Consultant to provide such timely notice shall constitute a waiver by Consultant of any right to an excusable delay in time of performance. 3.16.3 Mutual Agreement. Performance of any Services under this Agreement may be delayed upon mutual agreement of the Parties. Upon such agreement, Consultant's Schedule of Services shall be extended as necessary by the Commission. Consultant shall take all reasonable steps to minimize delay in completion, and additional costs, resulting from any such extension. 3.17 Status of Consultant/Subconsultants; Assignment; Transfer. 3.17.1 Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. Commission retains Consultant on an independent contractor basis and not as an employee, agent or representative of the Commission. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries and other amounts due such personnel in connection with their performance of Services and as required by law. Consultant shall be responsible for all reports and obligations respecting such personnel, including but not limited to, social security taxes, income tax withholdings, unemployment insurance, disability insurance, and workers' compensation insurance. 7 17336.00023\9602162.1 286 3.17.2 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein, without the prior written consent of the Commission. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.17.3 Subcontracting. Consultant shall not subcontract any portion of the work or Services required by this Agreement, except as expressly stated herein, without prior written approval of the Commission. If Consultant wishes to use a firm as a subcontractor which is not specified in the proposal upon which this Agreement was awarded, prior written approval must be obtained from the Commission. The Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. 3.18 Ownership of Materials/Confidentiality. 3.18.1 Documents & Data. This Agreement creates an exclusive and perpetual license for Commission to copy, use, modify, reuse, or sub -license any and all copyrights and designs embodied in plans, specifications, studies, drawings, estimates, materials, data and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that Commission is granted an exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to grant the exclusive and perpetual license for all such Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the Commission. Commission shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at Commission's sole risk. 3.18.2 Intellectual Property. In addition, Commission shall have and retain all right, title and interest (including copyright, patent, trade secret and other proprietary rights) in all plans, specifications, studies, drawings, estimates, materials, data, computer programs or software and source code, enhancements, documents, and any and all works of authorship fixed in any tangible medium or expression, including but not limited to, physical drawings or other data magnetically or otherwise recorded on computer media ("Intellectual Property") prepared or developed by or on behalf of Consultant under this Agreement as well as any other such Intellectual Property prepared or developed by or on behalf of Consultant under this Agreement. The Commission shall have and retain all right, title and interest in Intellectual Property developed or modified under this Agreement whether or not paid for wholly or in part by Commission, whether or not developed in conjunction with Consultant, and whether or not developed by Consultant. Consultant will execute separate written assignments of any and all rights to the above referenced Intellectual Property upon request of Commission. Consultant shall also be responsible to obtain in writing separate written assignments from any subcontractors or agents of Consultant of any and all right to the above referenced Intellectual 8 17336.00023\9602162.1 287 Property. Should Consultant, either during or following termination of this Agreement, desire to use any of the above -referenced Intellectual Property, it shall first obtain the written approval of the Commission. All materials and documents which were developed or prepared by the Consultant for general use prior to the execution of this Agreement and which are not the copyright of any other party or publicly available and any other computer applications, shall continue to be the property of the Consultant. However, unless otherwise identified and stated prior to execution of this Agreement, Consultant represents and warrants that it has the right to grant the exclusive and perpetual license for all such Intellectual Property as provided herein. Commission further is granted by Consultant a non-exclusive and perpetual license to copy, use, modify or sub -license any and all Intellectual Property otherwise owned by Consultant which is the basis or foundation for any derivative, collective, insurrectional, or supplemental work created under this Agreement. 3.18.3 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of Commission, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use Commission's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of Commission. 3.18.4 Infringement Indemnification. Consultant shall defend, indemnify and hold the Commission, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by Commission of the Documents & Data, including any method, process, product, or concept specified or depicted. 3.19 Indemnification. To the fullest extent permitted by law, Consultant shall defend, indemnify and hold Commission, its directors, officials, officers, employees, consultants, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to alleged negligent acts, omissions, or willful misconduct of Consultant, its officials, officers, employees, agents, consultants, and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of consequential damages, expert witness fees, and attorneys' fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid 9 17336.00023\9602162.1 288 suits, actions or other legal proceedings of every kind that may be brought or instituted against Commission, its directors, officials, officers, employees, consultants, agents, or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against Commission or its directors, officials, officers, employees, consultants, agents, or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse Commission and its directors, officials, officers, employees, consultants, agents, and/or volunteers, for any and all legal expenses and costs, including reasonable attorney's fees, incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Commission, its directors, officials officers, employees, consultants, agents, or volunteers. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. Consultant's obligations as set forth in this Section 3.19 shall survive expiration or termination of this Agreement. 3.20 Insurance. 3.20.1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the Commission that it has secured all insurance required under this section, in a form and with insurance companies acceptable to the Commission. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. 3.20.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001 or exact equivalent); (2) Automobile Liability: Insurance Services Office Business Auto Coverage (form CA 0001, code 1 (any auto) or exact equivalent); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. (B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) if Consultant has an employees, Workers' Compensation and Employer's Liability: Workers' 10 17336.00023\9602162.1 289 Compensation limits as required by the Labor Code of the State of California. Employer's Practices Liability limits of $1,000,000 per accident. 3.20.3 Professional Liability. Consultant shall procure and maintain, and require its sub -consultants to procure and maintain, for a period of five (5) years following completion of the Project, errors and omissions liability insurance appropriate to their profession. Such insurance shall be in an amount not less than $1,000,000 per claim. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. "Covered Professional Services" as designated in the policy must specifically include work performed under this Agreement. The policy must "pay on behalf of the insured and must include a provision establishing the insurer's duty to defend. 3.20.4 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the Commission to add the following provisions to the insurance policies: (A) General Liability. (0 Commercial General Liability Insurance must include coverage for (1) bodily Injury and property damage; (2) personal Injury/advertising Injury; (3) premises/operations liability; (4) products/completed operations liability; (5) aggregate limits that apply per Project; (6) explosion, collapse and underground (UCX) exclusion deleted; (7) contractual liability with respect to this Agreement; (8) broad form property damage; and (9) independent consultants coverage. (ii) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; or (3) contain any other exclusion contrary to this Agreement. (iii) The policy shall give the Commission, its directors, officials, officers, employees, and agents insured status using ISO endorsement forms 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (iv) The additional insured coverage under the policy shall be "primary and non-contributory" and will not seek contribution from the Commission's insurance or self- insurance and shall be at least as broad as CG 20 01 04 13, or endorsements providing the exact same coverage. (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the Commission, its directors, officials, officers, employees and agents shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be primary insurance as respects the Commission, its directors, officials, officers, employees and agents, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self-insurance maintained by the Commission, its directors, 11 17336.00023\9602162.1 290 officials, officers, employees and agents shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way. (C) Workers' Compensation and Employers Liability Coverage. (0 Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (ii) The insurer shall agree to waive all rights of subrogation against the Commission, its directors, officials, officers, employees and agents for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. (D) All Coverages. (0 Defense costs shall be payable in addition to the limits set forth hereunder. (ii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits set forth herein shall be available to the Commission, its directors, officials, officers, employees and agents as additional insureds under said policies. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. (iii) The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the Commission (if agreed to in a written contract or agreement) before the Commission's own insurance or self-insurance shall be called upon to protect it as a named insured. The umbrella/excess policy shall be provided on a "following form" basis with coverage at least as broad as provided on the underlying policy(ies). (iv) Consultant shall provide the Commission at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the Commission at least ten (10) days prior to the effective date of cancellation or expiration. 12 17336.00023\9602162.1 291 (v) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims -made policy with a retroactive date subsequent to the effective date of this Agreement. (vi) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the Commission, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification. (vii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, Commission has the right but not the duty to obtain the insurance it deems necessary and any premium paid by Commission will be promptly reimbursed by Consultant or Commission will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, Commission may cancel this Agreement. The Commission may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Proj ect. (viii) Neither the Commission nor any of its directors, officials, officers, employees or agents shall be personally responsible for any liability arising under or by virtue of this Agreement. Each insurance policy required by this Agreement shall be endorsed to state that: 3.20.5 Deductibles and Self -Insurance Retentions. Any deductibles or self - insured retentions must be declared to and approved by the Commission. If the Commission does not approve the deductibles or self -insured retentions as presented, Consultant shall guarantee that, at the option of the Commission, either: (1) the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects the Commission, its directors, officials, officers, employees and agents; or, (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.20.6 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the Commission. 3.20.7 Verification of Coverage. Consultant shall furnish Commission with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the Commission. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements must be received and approved by the Commission 13 17336.00023\9602162.1 292 before work commences. The Commission reserves the right to require complete, certified copies of all required insurance policies, at any time. 3.20.8 Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the Commission that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the Commission as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, the Commission may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants. 3.20.9 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.21 Fees and Payment. Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. Compensation shall be on the basis of direct costs plus a fixed fee as further set forth in Exhibit "C". The total compensation per Task Order shall be set forth in the relevant Task Order, and shall not exceed said amount without written approval of the Commission's Executive Director. 3.21.1 Payment of Compensation. Consultant shall submit a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the Statement. Charges specific to each Milestone listed in the Schedule of Services shall be listed separately on an attachment to each statement. Each statement shall be accompanied by a monthly progress report and spreadsheets showing hours expended for each task for each month and the total Project to date. Each statement shall include a cover sheet bearing a certification as to the accuracy of the statement signed by the Consultant's Project Manager or other authorized officer. 3.21.2 Additional Work. Any work or activities that are in addition to, or otherwise outside of, the Services to be performed pursuant to this Agreement shall only be 14 17336.00023\9602162.1 293 performed pursuant to a separate agreement between the parties. Notwithstanding the foregoing, the Commission's Executive Director may make a change to the Agreement, other than a Cardinal Change. For purposes of this Agreement, a Cardinal Change is a change which is "outside the scope" of the Agreement; in other words, work which should not be regarded as having been fairly and reasonably within the contemplation of the parties when the Agreement was entered into. An example of a change which is not a Cardinal Change would be where, in a contract to construct a building there are many changes in the materials used, but the size and layout of the building remains the same. Cardinal Changes are not within the authority of this provision to order, and shall be processed by the Commission as "sole source" procurements according to applicable law, including the requirements of FTA Circular 4220.1D, paragraph 9(f). A. In addition to the changes authorized above, a modification which is signed by Consultant and the Commission's Executive Director, other than a Cardinal Change, may be made in order to: (1) make a negotiated equitable adjustment to the Agreement price, delivery schedule and other terms resulting from the issuance of a Change Order, (2) reflect definitive letter contracts, and (3) reflect other agreements of the parties modifying the terms of this Agreement ("Bilateral Contract Modification"). B. Consultant shall not perform, nor be compensated for any change, without written authorization from the Commission's Executive Director as set forth herein. In the event such a change authorization is not issued and signed by the Commission's Executive Director, Consultant shall not provide such change. 3.21.3 No Payment Prior to Approval of Work. No payment shall be made to Consultant prior to approval of any work, nor for work performed prior to approval and execution of this Agreement. 3.21.4 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by the Commission's Representative. 3.21.5 Subcontracts. All subcontracts in excess of $25,000 shall contain the provisions of this Section 3.22 and the attached Exhibit "C". 3.22 Prohibited Interests. 3.22.1 Solicitation. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the Commission shall have the right to rescind this Agreement without liability. 3.22.2 Conflict of Interest. For the term of this Agreement, no member, officer or employee of the Commission, during the term of his or her service with the Commission, shall 15 17336.00023\9602162.1 294 have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.22.3 Conflict of Employment. Employment by the Consultant of personnel currently on the payroll of the Commission shall not be permitted in the performance of this Agreement, even though such employment may occur outside of the employee's regular working hours or on weekends, holidays or vacation time. Further, the employment by the Consultant of personnel who have been on the Commission payroll within one year prior to the date of execution of this Agreement, where this employment is caused by and or dependent upon the Consultant securing this or related Agreements with the Commission, is prohibited. 3.22.4 Covenant Against Contingent Fees. As required in connection with federal funding, the Consultant warrants that he/she has not employed or retained any company or person, other than a bona fide employee working for the Consultant, to solicit or secure this Agreement, and that he/she has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or formation of this Agreement. For breach or violation of this warranty, the Commission shall have the right to terminate this Agreement without liability pursuant to Section 3.14, or at its discretion to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 3.22.5 Covenant Against Expenditure of Local Agency, State or Federal Funds for Lobbying. The Consultant certifies that to the best of his/ her knowledge and belief no state, federal or local agency appropriated funds have been paid, or will be paid by or on behalf of the Consultant to any person for the purpose of influencing or attempting to influence an officer or employee of any state or federal agency; a Member of the State Legislature or United States Congress; an officer or employee of the Legislature or Congress; or any employee of a Member of the Legislature or Congress, in connection with the award of any state or federal contract, grant, loan, or cooperative agreement, or the extension, continuation, renewal, amendment, or modification of any state or federal contract, grant, loan, or cooperative agreement. A. If any funds other than federal appropriated funds have been paid, or will be paid to any person for the purpose of influencing or attempting to influence an officer or employee of any federal agency; a Member of Congress; an officer or employee of Congress, or an employee of a Member of Congress; in connection with this Agreement, the Consultant shall complete and submit the attached Exhibit "I", Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with the attached instructions. B. The Consultant's certification provided in this section is a material representation of fact upon which reliance was placed when this Agreement was entered into, and is a prerequisite for entering into this Agreement pursuant to Section 1352, Title 31, US. Code. Failure to comply with the restrictions on expenditures, or the disclosure and certification requirements set forth in Section 1352, Title 31, US. Code may result in a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. 16 17336.00023\9602162.1 295 C. The Consultant also agrees by signing this Agreement that he/she shall require that the language set forth in this Section 3.23.5 be included in all Consultant subcontracts which exceed $100,000, and that all such subcontractors shall certify and disclose accordingly. 3.23 Accounting Records. In accordance with State and Federal law, Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred and fees charged under this Agreement. As required in connection with federal funding, the Federal Acquisition Regulations in Title 48, CFR 31 shall be the governing factors regarding allowable elements of cost. All such records shall be clearly identifiable. Consultant shall allow a representative of the Commission, the State, the State Auditor, or any duly authorized representative of the Federal government having jurisdiction under Federal or State laws or regulations (including the basis of Federal funding in whole or in part) during normal business hours to examine, audit, and make transcripts or copies of any and all ledgers and books of account, invoices, vouchers, canceled checks, and any other records or documents created pursuant to this Agreement. All such information shall be retained by Consultant for at least three (3) years following termination of this Agreement. Following final settlement of the contract accounts with the United States Department of Transportation under this Agreement, such records and documents may be microfilmed at the option of the Commission, but in any event shall be retained for said three (3) year period after processing of the final voucher by the United States Department of Transportation. Subcontracts in excess of $25,000 shall contain this provision. 3.23.1 The Consultant also agrees to comply with Federal procedures in accordance with 49 CFR, Part 18, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments. 3.23.2 Any costs for which payment has been made to the Consultant that are determined by subsequent audit to be unallowable under 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31 et seq. or under 49 CFR, Part 18, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments, are subject to repayment by the Consultant to the Commission. 3.23.3 Any dispute concerning a question of fact arising under an interim or post audit of this contract that is not disposed of by agreement shall be reviewed by the Commission's Chief Financial Officer. Not later than thirty (30) days after issuance of the final audit report, Consultant may submit a request in writing for review of unresolved audit issues by the Commission's Chief Financial Officer. Neither the pendency of an audit dispute nor its consideration by the Commission will excuse Consultant from full and timely performance in accordance with the terms of this Agreement. Consultants and subconsultant contracts, including cost proposals and indirect cost rates (ICR), are subject to audits or reviews including a contract audit, an incurred cost audit or a certified public accountant ICR audit workpaper review. If selected for audit or review, the contract, cost proposal and ICR and related workpapers, if applicable, will be reviewed to verify compliance with 48 CFR, Part 31 and other related laws and regulations. In the instance of a certified public accountant ICR audit workpaper review, it is the Consultant's responsibility to ensure federal, state and Commission officials are allowed full access to the certified public accountant's workpapers. The contract, cost proposal and ICR 17 17336.00023\9602162.1 296 shall be adjusted by Consultant and approved by the Commission to conform to the audit or review recommendations. Consultant agrees that individual terms of costs identified in the audit report shall be incorporated into the Agreement by this reference if directed by the Commission at its sole discretion. Refusal by Consultant to abide by the requirements of this Section shall be deemed a material breach of this Agreement and shall be cause for termination of the Agreement and disallowance of prior reimbursed costs. 3.24 Funding Requirements. It is mutually understood between the parties hereto that this Agreement may have been entered into prior to the appropriation of funds in order to avoid delays. This Agreement is valid and enforceable only if sufficient funds are made available to the Commission and may be terminated in the sole discretion of the Commission in the event funding is unavailable or reduced. This Agreement is subject to any additional restrictions, limitations, conditions or statutes enacted by the Federal government, the State or any public agency with jurisdiction that may affect the provisions, terms or funding of this Agreement in any manner It is mutually agreed that if sufficient funds are not appropriated, this Agreement may be amended to reflect any reduction in funds. 3.25 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 3.26 Employment Adverse to the Commission. Consultant shall notify the Commission, and shall obtain the Commission's written consent, prior to accepting work to assist with or participate in a third -party lawsuit or other legal or administrative proceeding against the Commission during the term of this Agreement. 3.27 Right to Employ Other Consultants. Commission reserves the right to employ other consultants in connection with the Project. 3.28 Governing Law. This Agreement shall be governed by and construed with the laws of the State of California. Venue shall be in Riverside County. 3.29 Attorneys' Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorneys' fees and, all other costs of such actions. 3.30 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.31 Headings. Article and Section Headings, paragraph captions or marginal headings contained in this Agreement are for convenience only and shall have no effect in the construction or interpretation of any provision herein. 18 17336.00023\9602162.1 297 3.32 Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: CONSULTANT: COMMISSION: [INSERT CONTACT INFORMATION] Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor Riverside, CA 92501 Attn: Executive Director Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. mail, first class postage prepaid, and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.33 Conflicting Provisions. In the event that provisions of any attached exhibits conflict in any way with the provisions set forth in this Agreement, the language, terms and conditions contained in this Agreement shall control the actions and obligations of the Parties and the interpretation of the Parties' understanding concerning the performance of the Services. 3.34 Amendment or Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.35 Entire Agreement. This Agreement contains the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior negotiations, agreements or understandings. 3.36 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.37 Provisions Applicable When Federal Department of Transportation Funds Are Involved. When funding for the Services provided by this Agreement are provided, in whole or in part, from the United States Department of Transportation, Consultant shall also fully and adequately comply with all applicable federal requirements including, as applicable and without limitation, the provisions included in Exhibits "D" and "B" (Federal Department of Transportation Requirements and California Department of Transportation (Caltrans) DBE program requirements, and the Federal Transit Administration Requirements) and shall complete, as applicable, the forms included in Exhibits "G", "H", and "I". 3.38 Additional State Law Provisions. 3.38.1 Prevailing Wages. By its execution of this Agreement, Consultant certifies that it is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000 et seq. ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the 19 17336.00023\9602162.1 298 performance of other requirements on certain "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Copies of the prevailing rate of per diem wages are on file at the Commission's offices. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the Commission, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.38.2 Eight -Hour Law. Pursuant to the provisions of the California Labor Code, eight hours of labor shall constitute a legal day's work, and the time of service of any worker employed on the work shall be limited and restricted to eight hours during any one calendar day, and forty hours in any one calendar week, except when payment for overtime is made at not less than one and one-half the basic rate for all hours worked in excess of eight hours per day ("Eight -Hour Law"), unless Consultant or the Services are not subject to the Eight -Hour Law. Consultant shall forfeit to Commission as a penalty, $50.00 for each worker employed in the execution of this Agreement by him, or by any sub -consultant under him, for each calendar day during which such workman is required or permitted to work more than eight hours in any calendar day and forty hours in any one calendar week without such compensation for overtime violation of the provisions of the California Labor Code, unless Consultant or the Services are not subject to the Eight -Hour Law. 3.38.3 Employment of Apprentices. This Agreement shall not prevent the employment of properly indentured apprentices in accordance with the California Labor Code, and no employer or labor union shall refuse to accept otherwise qualified employees as indentured apprentices on the work performed hereunder solely on the ground of race, creed, national origin, ancestry, color or sex. Every qualified apprentice shall be paid the standard wage paid to apprentices under the regulations of the craft or trade in which he or she is employed and shall be employed only in the craft or trade to which he or she is registered. If California Labor Code Section 1777.5 applies to the Services, Consultant and any subcontractor hereunder who employs workers in any apprenticeable craft or trade shall apply to the joint apprenticeship council administering applicable standards for a certificate approving Consultant or any sub - consultant for the employment and training of apprentices. Upon issuance of this certificate, Consultant and any sub -consultant shall employ the number of apprentices provided for therein, as well as contribute to the fund to administer the apprenticeship program in each craft or trade in the area of the work hereunder. The parties expressly understand that the responsibility for compliance with provisions of this Section and with Sections 1777.5, 1777.6 and 1777.7 of the California Labor Code in regard to all apprenticeable occupations lies with Consultant 3.39 Rebates, Kickbacks or Other Unlawful Consideration. Consultant warrants that this Agreement was not obtained or secured through rebates, kickbacks or other unlawful consideration, either promised or paid to any Commission employee. For breach or violation of this warranty, the Commission shall have the right in its sole discretion: (1) to terminate the Agreement without liability; (2) to pay only for the value of the work actually performed; or (3) 20 17336.00023\9602162.1 299 to deduct from the contract price; or (4) otherwise recover the full amount of such rebate, kickback or other unlawful consideration. 3.40 No Waiver. Failure of Commission to insist on any one occasion upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any rights or powers hereunder at any one time or more times be deemed a waiver or relinquishment of such other right or power at any other time or times. 3.41 Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification and confidentiality obligations, shall survive any such expiration or termination. 3.42 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.43 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers' Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.44 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.45 Subpoenas or Court Orders. Should Consultant receive a subpoena or court order related to this Agreement, the Services or the Project, Consultant shall immediately provide written notice of the subpoena or court order to the Commission. Consultant shall not respond to any such subpoena or court order until notice to the Commission is provided as required herein, and shall cooperate with the Commission in responding to the subpoena or court order. 3.46 Incorporation of Recitals. The recitals set forth above are true and correct and are incorporated into this Agreement as though fully set forth herein. [Signatures on following page] 21 17336.00023\9602162.1 300 SIGNATURE PAGE TO RIVERSIDE COUNTY TRANSPORTATION COMMISSION AGREEMENT FOR ON -CALL GEOTECHNICAL INVESTIGATION- LABORATORY AND FIELD TESTING OF MATERIALS SERVICES WITH [CONSULTANT] IN WITNESS WHEREOF, this Agreement was executed on the date first written above. RIVERSIDE COUNTY [INSERT CONSULTANT] TRANSPORTATION COMMISSION By: By: Scott Matas, Chair Signature Name Title Approved as to Form: Attest: By: By: Best Best & Krieger LLP Its: Secretary General Counsel 22 17336.00023\9602162.1 301 17336.00023\9602162.1 EXHIBIT "A" SCOPE OF SERVICES [To be inserted] Exhibit A 302 Task Order No. EXHIBIT "B" Sample Task Order Form RIVERSIDE COUNTY TRANSPORTATION COMMISSION TASK ORDER Contract: [INSERT NAME OF CONTRACT] Consultant: [INSERT NAME OF CONSULTANT] The Consultant is hereby authorized to perform the following work subject to the provisions of the Contract identified above: List any attachments: (Please provide if any.) Dollar Amount of Task Order: Not to exceed $ .00 Completion Date: , 201_ The undersigned consultant hereby agrees that it will provide all equipment, furnish all materials, except as may be otherwise noted above, and perform all services for the work above specified in accordance with the Contract identified above and will accept as full payment therefore the amount shown above. Riverside County Transportation Commission Consultant Dated: Dated: By: By: Project Manager Exhibit B - 1 17336.00023\9602162.1 303 EXHIBIT "C" COMPENSATION AND PAYMENT COMPENSATION AND PAYMENT For the satisfactory performance and completion of the Services under this Agreement, the Commission will pay the Consultant compensation as set forth herein. 1. ELEMENTS OF COMPENSATION. Compensation for the Services will be comprised of the following elements: 1.1 Direct Labor Costs; 1.2 Fixed Fee; and 1.3 Additional Direct Costs. 1.1 DIRECT LABOR COSTS. Direct Labor costs shall be paid in an amount equal to the product of the Direct Salary Costs and the Multiplier which are defined as follows: 1.1.1 DIRECT SALARY COSTS Direct Salary Costs are the base salaries and wages actually paid to the Consultant's personnel directly engaged in performance of the Services under the Agreement. (The range of hourly rates paid to the Consultant's personnel appears in Section 2 below.) 1.1.2 MULTIPLIER The Multiplier to be applied to the Direct Salary Costs to determine the Direct Labor Costs is , and is the sum of the following components: 1.1.2.1 Direct Salary Costs 1.1.2.2 Payroll Additives The decimal ratio of Payroll Additives to Direct Salary Costs. Payroll Additives include all employee benefits, allowances for vacation, sick leave, and holidays, and company portion of employee insurance and social and retirement benefits, all federal and state payroll taxes, premiums for insurance which are measured by payroll costs, and other contributions and benefits imposed by applicable laws and regulations. Exhibit C - 1 17336.00023\9602162.1 304 1.1.2.3 Overhead Costs The decimal ratio of allowable Overhead Costs to the Consultant firm's total direct salary costs. Allowable Overhead Costs include general, administrative and overhead costs of maintaining and operating established offices, and consistent with established firm policies, and as defined in the Federal Acquisitions Regulations, Part 31.2. Total Multiplier 1.2 FIXED FEE. (sum of 1.1.2.1, 1.1.2.2, and 1.1.2.3) A Fixed Fee may be set forth in each Task Order to be paid to Consultant for Consultant's complete and satisfactory performance of the Services set forth in such Task Order. In such case, Commission shall pay the Fixed Fee in monthly installments based upon the percentage of the Services completed at the end of each billing period, as determined in the sole discretion of the Commission's Representative, or his or her designee. Consultant shall not be entitled to and shall forfeit any portion of the Fixed Fee not earned as provided herein. 1.3 ADDITIONAL DIRECT COSTS. Additional Direct Costs directly identifiable to the performance of the services of this Agreement shall be reimbursed at the rates below, or at actual invoiced cost. Rates for identified Additional Direct Costs are as follows: ITEM REIMBURSEMENT RATE Per Diem Car mileage Rental Car Travel Photocopies (Black & White) Photocopies (Color) Photographs/ other reprographic Services Postage/Shipping Courier Service Other Rentals, supplies, purchases Exhibit C - 2 17336.00023\9602162.1 305 Travel by air and travel in excess of 100 miles from the Consultant's office nearest to the Commission's office must have the Commission's prior written approval to be reimbursed under this Agreement. 2. DIRECT SALARY RATES Direct Salary Rates, which are the range of hourly rates to be used in determining Direct Salary Costs in Section 1.1.1 above, are given below and are subject to the following: 2.1 Direct Salary Rates shall be applicable to both straight time and overtime work, unless payment of a premium for overtime work is required by law, regulation or craft agreement, or is otherwise specified in this Agreement. In such event, the premium portion of Direct Salary Costs will not be subject to the Multiplier defined in Paragraph 1.1.2 above. 2.2 Direct Salary Rates shown herein are in effect for one year following the effective date of the Agreement. Thereafter, they may be adjusted annually to reflect the Consultant's adjustments to individual compensation. The Consultant shall notify the Commission in writing prior to a change in the range of rates included herein, and prior to each subsequent change. POSITION OR CLASSIFICATION RANGE OF HOURLY RATES 2.3 The above rates are for the Consultant only. All rates for subconsultants to the Consultant will be in accordance with the Consultant's cost proposal. Exhibit C - 3 17336.00023\9602162.1 306 3. INVOICING. 3.1 Each month the Consultant shall submit an invoice for Services performed during the preceding month. The original invoice shall be submitted to the Commission's Executive Director with two (2) copies to the Commission's Project Coordinator. 3.2 Charges shall be billed in accordance with the terms and rates included herein, unless otherwise agreed in writing by the Commission's Representative. 3.3 Base Work shall be charged separately, and the charges for each task and Milestone listed in the Scope of Services, shall be listed separately. The charges for each individual assigned by the Consultant under this Agreement shall be listed separately on an attachment to the invoice. 3.4 A charge of $500 or more for any one item of Additional Direct Costs shall be accompanied by substantiating documentation satisfactory to the Commission such as invoices, telephone logs, etc. 3.5 Each copy of each invoice shall be accompanied by a Monthly Progress Report and spreadsheets showing hours expended by task for each month and total project to date. 3.6 Each invoice shall indicate payments to DBE subconsultants or supplies by dollar amount and as a percentage of the total invoice. 3.7 Each invoice shall include a certification signed by the Consultant's Representative or an officer of the firm which reads as follows: I hereby certify that the hours and salary rates charged in this invoice are the actual hours and rates worked and paid to the employees listed. Signed Title Date Invoice No. 4. PAYMENT 4.1 The Commission shall pay the Consultant within four to six weeks after receipt by the Commission of an original invoice. Should the Commission contest any portion of an invoice, that portion shall be held for resolution, without interest, but the uncontested balance shall be paid. Exhibit C - 4 17336.00023\9602162.1 307 4.2 The final payment for Services under this Agreement will be made only after the Consultant has executed a Release and Certificate of Final Payment. Exhibit C - 5 17336.00023\9602162.1 308 SUBCONSULTANT RATES Firm Name Position/Title Direct Salary Rates1 Exhibit C - 6 17336.00023\9602162.1 309 EXHIBIT "D" FEDERAL DEPARTMENT OF TRANSPORTATION FHWA AND CALTRANS REQUIREMENTS Notwithstanding anything to the contrary contained in the Agreement, including the other Exhibits attached thereto, the following provisions shall apply if funding for the Services is provided, in whole or in part, from the United States Department of Transportation: 1. DISCRIMINATION The Commission shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of any DOT -assisted contract or in the implementation of the Caltrans DBE program or the requirements of 49 CFR Part 26. The Commission shall take all necessary and reasonable steps under 49 CFR Part 26 to ensure nondiscrimination in the award and administration of DOT -assisted contracts. Consultant or subcontractor shall not discriminate on the basis of race, color, national origin, of sex in the performance of this contract. Consultant or subcontractor shall carry out applicable requirements of 49 CFR Part 26 and the Caltrans DBE program in the award and administration of DOT -assisted contracts, as further set forth below. Failure by the Consultant or subcontractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy, as the Commission deems appropriate. 2. PROMPT PAYMENT Consultant agrees to pay each subcontractor under this prime contract for satisfactory performance of its contract no later than 10 days from the receipt of each payment the prime contractor receives from the Commission. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of the Commission. This clause applies to both DBE and non -DBE subcontractors. 3. RELEASE OF RETAINAGE The Commission shall hold retainage from the prime contractor and shall make prompt and regular incremental acceptances of portions, as determined by the Commission of the contract work and pay retainage to prime contractors based on these acceptances. The prime contractor or subcontractor shall return all monies withheld in retention from a lower tiered subcontractor within 30 days after receiving payment for work satisfactorily completed and accepted including incremental acceptances of portions of the contract work by the Commission. Federal regulations (49 CFR 26.29) require that any delay or postponement of payment over 30 days may take place only for good cause and with the Commission's prior written approval. Any violation Exhibit D - 1 17336.00023\9602162.1 310 of this provision shall subject the violating prime contractor or subcontractor to the penalties, sanctions, and other remedies specified in Section 7108.5 of the California Business and Professions Code. These requirements shall not be construed to limit or impair any contractual, administrative, or judicial remedies otherwise available to the prime contractor or subcontractor in the event of a dispute involving late payment or nonpayment by the prime contractor, deficient subcontract performance, or noncompliance by a subcontractor. This provision applies to both DBE and non -DBE prime contractors and subcontractors. 4. LEGAL REMEDIES In addition to those contract remedies set forth under relevant provisions of California law, either party to this Agreement may, where applicable, seek legal redress for violations of this Agreement pursuant to the relevant provisions of 49 C.F.R. Parts 23 and 26, to the relevant federal or state statutory provisions governing civil rights violations, and to the relevant federal and state provisions governing false claims or "whistleblower" actions, as well as any and all other applicable federal and state provisions of law. The Consultant shall include a provision to this effect in each of its agreements with its subcontractors. 5. DBE PARTICIPATION. Caltrans has developed a revised statewide DBE program pursuant to 49 C.F.R. Part 26. The requirements and procedures, as applicable, of the Caltrans DBE program are hereby incorporated by reference into this Agreement. Even if no DBE participation will be reported, Consultant shall complete Exhibits "G" and "H" of this Agreement in compliance with the Caltrans DBE program. Consultants who obtain DBE participation on this contract will assist Caltrans in meeting its federally mandated statewide overall DBE goal. Consultant shall be responsible for meeting the DBE requirements set forth in the Caltrans DBE program, and any revisions thereto, or as may be promulgated by the Commission as set forth in each Task Order assigned to Consultant. A. This Agreement is subject to Title 49, Part 26 of the Code of Federal Regulations entitled "Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs." Bidders who obtain DBE participation on this contract will assist Caltrans in meeting its federally mandated statewide overall DBE goal. B. DBE and other small businesses (SB), as defined in Title 49 CFR, Part 26 are encouraged to participate in the performance of agreements financed in whole or in part with federal funds. The Consultant, subrecipient or subconsultant shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Agreement. The Consultant shall carry out applicable requirements of 49 CFR, Part 26 in the award and administration of US DOT- assisted agreements. Failure by the contractor to carry out these requirements is a material breach of this Exhibit D - 2 17336.00023\9602162.1 311 Agreement, which may result in the termination of this Agreement or such other remedy as the Commission, Caltrans or the Department of Transportation deems appropriate. C. Any subcontract entered into as a result of this Agreement shall contain all of the provisions of this section. 6. DBE PARTICIPATION GENERAL INFORMATION. It is Consultant's responsibility to be fully informed regarding the requirements of 49 CFR, Part 26, and the Caltrans DBE program. Particular attention is directed to the following: A. A DBE must be a small business firm defined pursuant to 13 CFR 121 and be certified through the California Unified Certification Program (CUCP). B. A certified DBE may participate as a prime contractor, subcontractor, joint venture partner, as a vendor of material or supplies, or as a trucking company. C. A DBE joint -venture partner must be responsible for specific contract items of work or clearly defined portions thereof. Responsibility means actually performing, managing and supervising the work with its own forces. The DBE joint venture partner must share in the capital contribution, control, management, risks and profits of the joint -venture commensurate with its ownership interest. D. A DBE must perform a commercially useful function, pursuant to 49 CFR 26.55 that is, must be responsible for the execution of a distinct element of the work and must carry out its responsibility by actually performing, managing and supervising the work, as more fully described in section 8 below. E. The Consultant shall list only one subcontractor for each portion of work as defined in the Consultant's bid/proposal and all DBE subcontractors should be listed in the Consultant's bid/cost proposal list of subcontractors. F. A Consultant who is a certified DBE is eligible to claim all of the work in the Agreement toward the DBE participation except that portion of the work to be performed by non -DBE subcontractors. 7 . COMMERCIALLY USEFUL FUNCTION. A. A DBE performs a commercially useful function when it is responsible for execution of the work of the Agreement and is carrying out its responsibilities by actually performing, managing, and supervising the work involved. To perform a commercially useful function, the DBE must also be responsible with respect to materials and supplies used on the Agreement, for negotiating price, determining quality and quantity, ordering the material, and installing (where applicable) and paying for the material itself. To determine whether a DBE is performing a commercially useful function, evaluate the amount of work subcontracted, industry practices; Exhibit D - 3 17336.00023\9602162.1 312 whether the amount the firm is to be paid under the Agreement is commensurate with the work it is actually performing, and other relevant factors. B. A DBE does not perform a commercially useful function if its role is limited to that of an extra participant in a transaction, Agreement, or project through which funds are passed in order to obtain the appearance of DBE participation. In determining whether a DBE is such an extra participant, examine similar transactions, particularly those in which DBEs do not participate. C. If a DBE does not perform or exercise responsibility for at least thirty percent of the total cost of its Agreement with its own work force, or the DBE subcontracts a greater portion of the work of the Agreement than would be expected on the basis of normal industry practice for the type of work involved, it will be presumed that it is not performing a commercially useful function. 8. DBE CERTIFICATION AND DE -CERTIFICATION STATUS. If a DBE subcontractor is decertified during the life of the Agreement, the decertified subcontractor shall notify the Contractor in writing with the date of de -certification. If a subcontractor becomes a certified DBE during the life of the Agreement, the subcontractor shall notify the Contractor in writing with the date of certification. Any changes should be reported to the Commission's Representative within 30 days. 9. DBE RECORDS. A. The Contractor shall maintain records of materials purchased and/or supplied from all subcontracts entered into with certified DBEs. The records shall show the name and business address of each DBE or vendor and the total dollar amount actually paid each DBE or vendor, regardless of tier. The records shall show the date of payment and the total dollar figure paid to all firms. DBE prime Contractors shall also show the date of work performed by their own forces along with the corresponding dollar value of the work. B. Upon completion of the Agreement, a summary of these records shall be prepared and submitted on the most current version of the form entitled, "Final Report -Utilization of Disadvantaged Business Enterprises (DBE)," CEM- 2402F (Exhibit 17-F in Chapter 17 of the LAPM), certified correct by the Contractor or the Contractor's authorized representative and shall be furnished to the Commission's Representative with the final invoice. Failure to provide the summary of DBE payments with the final invoice will result in twenty-five percent (25%) of the dollar value of the invoice being withheld from payment until the form is submitted. The amount will be returned to the Contractor when a satisfactory "Final Report Utilization of Disadvantaged Business Enterprises (DBE)" is submitted to the Commission's Representative. C. Prior to the fifteenth of each month, the Contractor shall submit documentation to the Commission's Representative showing the amount paid to DBE trucking companies. The Exhibit D - 4 17336.00023\9602162.1 313 Contractor shall also obtain and submit documentation to the Commission's Representative showing the amount paid by DBE trucking companies to all firms, including owner -operators, for the leasing of trucks. If the DBE leases trucks from a non -DBE, the Contractor may count only the fee or commission the DBE receives as a result of the lease arrangement. D. The Contractor shall also submit to the Commission's Representative documentation showing the truck number, name of owner, California Highway Patrol CA number, and if applicable, the DBE certification number of the truck owner for all trucks used during that month. This documentation shall be submitted on the Caltrans "Monthly DBE Trucking Verification," CEM-2404(F) form provided to the Contractor by the Commission's Representative. 10. REPORTING MATERIAL OR SUPPLIES PURCHASED FROM DBEs. When Reporting DBE Participation, Material or Supplies purchased from DBEs may count as follows: A. If the materials or supplies are obtained from a DBE manufacturer, 100 % of the cost of the materials or supplies will count toward the DBE participation. A DBE manufacturer is a firm that operates or maintains a factory or establishment that produces on the premises, the materials, supplies, articles, or equipment required under the Agreement and of the general character described by the specifications. B. If the materials or supplies purchased from a DBE regular dealer, count 60 % of the cost of the materials or supplies toward DBE goals. A DBE regular dealer is a firm that owns, operates or maintains a store, warehouse, or other establishment in which the materials, supplies, articles or equipment of the general character described by the specifications and required under the Agreement, are bought, kept in stock, and regularly sold or leased to the public in the usual course of business. To be a DBE regular dealer, the firm must be an established, regular business that engages, as its principal business and under its own name, in the purchase and sale or lease of the products in question. A person may be a DBE regular dealer in such bulk items as petroleum products, steel, cement, gravel, stone or asphalt without owning, operating or maintaining a place of business provided in this section. C. If the person both owns and operates distribution equipment for the products, any supplementing of regular dealers' own distribution equipment, shall be by a long-term lease agreement and not an ad hoc or Agreement -by -Agreement basis. Packagers, brokers, manufacturers' representatives, or other persons who arrange or expedite transactions are not DBE regular dealers within the meaning of this section. D. Materials or supplies purchased from a DBE, which is neither a manufacturer nor a regular dealer, will be limited to the entire amount of fees or commissions charged for assistance in the procurement of the materials and supplies, or fees or transportation charges for the Exhibit D - 5 17336.00023\9602162.1 314 delivery of materials or supplies required on the job site, provided the fees are reasonable and not excessive as compared with fees charged for similar services. 11. REPORTING PARTICIPATION OF DBE TRUCKING COMPANIES. When Reporting DBE Participation, Participation of DBE trucking companies may count as follows: A. The DBE must be responsible for the management and supervision of the entire trucking operation for which it is responsible. B. The DBE must itself own and operate at least one fully licensed, insure, and operational truck used on the Agreement. C. The DBE receives credit for the total value of the transportation services it provides on the Agreement using trucks it owns, insures, and operates using drivers it employs. D. The DBE may lease trucks from another DBE firm including an owner -operator who is certified as a DBE. The DBE who leases trucks from another DBE receives credit for the total value of the transportation services the lessee DBE provides on the Agreement. E. The DBE may also lease trucks from a non -DBE firm, including an owner -operator. The DBE who leases trucks from a non -DBE is entitled to credit only for the fee or commission it receives as a result of the lease arrangement. The DBE does not receive credit for the total value of the transportation services provided by the lessee, since these services are not provided by the DBE. F. For the purposes of this section, a lease must indicate that the DBE has exclusive use and control over the truck. This does not preclude the leased truck from working for others during the term of the lease with the consent of the DBE, as long as the lease gives the DBE absolute priority for use of the leased truck. Leased trucks must display the name and identification number of the DBE. 12. DEBARMENT, SUSPENSION AND OTHER INELIGIBILITY AND VOLUNTARY EXCLUSION. In accordance with 49 CFR Part 29, which by this reference is incorporated herein, Consultant's subconsultants completed and submitted the Certificate of Sub Consultant Regarding Debarment, Suspension and Other Ineligibility and Voluntary Exclusion as part of the Consultant's proposal. If it is later determined that Consultant's subconsultants knowingly rendered an erroneous Certificate, the Commission may, among other remedies, terminate this Agreement. Exhibit D - 6 17336.00023\9602162.1 315 EXHIBIT "E" FEDERAL TRANSIT ADMINISTRATION REQUIREMENTS Notwithstanding anything to the contrary contained in the Agreement, including the other Exhibits attached thereto, the following provisions shall apply if funding for the Services is provided, in whole or in part, from the Federal Transit Administration ("FTA"). In addition, the exhibits attached to this Agreement, may be replaced and substituted with similar forms required by FTA. Consultant agrees to complete any such substitute forms. 1. NO FEDERAL GOVERNMENT OBLIGATIONS TO THIRD -PARTIES BY USE OF A DISCLAIMER (Master Agreementl §2.f) (1) The Commission and Consultant acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government ("Government"), the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Commission, Consultant, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. (2) The Consultant agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subconsultant who will be subject to its provisions. 2. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS (Master Agreement §3.f) (1) The Consultant acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. §§ 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Consultant certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Consultant further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, 1 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FEDERAL TRANSIT ADMINISTRATION MASTER AGREEMENT For Federal Transit Administration Agreements authorized by 49 U.S.C. chapter 53, Title 23, U.S.C. (Highways), Safe, Accountable, Flexible, Efficient Transportation Equity Act: A Legacy for Users, the National Capital Transportation Act of 1969, as amended, the Transportation Equity Act for the 21st Century, as amended, 23 U.S.C. § 101 note, or other Federal enabling legislation; FTA MA(14); October 1, 2007; [http://www.fta.dot.gov/documents/14-Master.pdfl. Exhibit E - 1 17336.00023\9602162.1 316 the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Consultant to the extent the Federal Government deems appropriate. (2) The Consultant also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, certification, assurance, or representation to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. chapter 53 or any other Federal law, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5323(1) on the Consultant, to the extent the Federal Government deems appropriate. (3) The Consultant agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subconsultant who will be subject to the provisions. 3. ACCESS TO RECORDS (Master Agreement §§ 8.c, d, 15.t) (1) The Consultant agrees to provide the Commission, the FTA Administrator, the U.S. Secretary of Transportation, the Comptroller General of the United States or any of their authorized representatives access to all Project work, materials, payrolls, and other data of the Consultant which are directly pertinent to this contract as required by 49 U.S.C. § 5325(g). (2) The Consultant agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. (3) The Consultant agrees to maintain all books, records, accounts and reports required under this contract for a period of not less than three years after the date of transmission of the final expenditure report, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Consultant agrees to maintain same until the Commission, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(i)(11). (4) The Consultant agrees to require its subcontractors and third party contractors to provide the same. 4. FEDERAL CHANGES (Master Agreement §2.c(1)) Consultant shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Grant Exhibit E - 2 17336.00023\9602162.1 317 Agreement or Cooperative Agreement between the Commission and the Federal Government ("Grant Agreement or Cooperative Agreement"), as they may be amended or promulgated from time to time during the term of this contract. Consultant's failure to so comply shall constitute a material breach of this contract. 5. CIVIL RIGHTS REQUIREMENTS (Master Agreement § 12) (1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. §§ 2000d et seq., U.S. DOT regulations, "Nondiscrimination in Federally -Assisted Programs of the Department of Transportation — Effectuation of Title VI of the Civil Rights Act," 49 C.F.R. Part 21, FTA Circular 4702.1A, "Title VI and Title VI — Dependent Guidelines for Federal Transit Administration Recipients," May 13, 2007, Federal transit law at 49 U.S.C. § 5332, the Consultant agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Consultant agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. (2) Equal Employment Opportunity - The following equal employment opportunity requirements apply to the underlying contract: (a) Race, Color, Creed, National Origin, Sex — The Consultant agrees to comply with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and equal employment opportunity provisions of 49 U.S.C. § 5332, and all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et seq., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Consultant agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Consultant agrees to comply with any implementing requirements FTA may issue. (3) Age - In accordance with the Age Discrimination in Employment Act, as amended, 29 U.S.C. §§ 621 through 634 and Federal transit law at 49 U.S.C. § 5332, the Consultant agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Consultant agrees to comply with any implementing requirements FTA may issue. Exhibit E - 3 17336.00023\9602162.1 318 (4) Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112, the Consultant agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Consultant agrees to comply with any implementing requirements FTA may issue. (5) DBE Program Compliance - The Commission has established a DBE Program pursuant to 49 C.F.R. Part 26, which applies to FTA funded agreements. The requirements and procedures of the Commission's DBE Program are hereby incorporated by reference into this Agreement. Consultant shall complete Exhibits "G" and "H" of this Agreement, or similar forms to be provided by the Commission, in compliance with the Commission's DBE Program for FTA funded agreements. Failure by Consultant or its subcontractor(s) to carry out the Commission's DBE Program procedures and requirements, or the applicable requirements of 49 C.F.R. Part 26, section 1101(b) of SAFETEA-LU, 23 U.S.C. § 101 note, and U.S. DOT regulations, "Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs," 49 C.F.R. Part 26, shall be considered a material breach of this Agreement. Such a material breach may be grounds for termination of this Agreement or such other appropriate administrative remedy as the Commission deems appropriate. The Consultant shall ensure that a provision mandating compliance with the Commission's DBE Program for FTA funded agreements is included in any and all sub -agreements entered into which arise out of or are related to this Agreement. Consultant shall also promptly provide the Commission with all necessary information related to the DBE status of its subcontractors. Should the DBE status of any of its subcontractors change in any way, Consultant shall promptly inform the Commission of this change. (6) The Consultant also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. 6. TERMINATION PROVISIONS (Master Agreement § 11) The termination provisions found at Section 3.14 of this Agreement are consistent with the termination provisions suggested by FTA for the protection of the Federal Government. The termination provisions found at Section 3.14 of this Agreement control termination under this Agreement. 7. DEBARMENT AND SUSPENSION (Master Agreement §3.b) Exhibit E - 4 17336.00023\9602162.1 319 Instructions for Certification 1. By signing and submitting a Proposal, the Consultant is providing the signed certification set out below. 2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the Consultant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, Commission may pursue available remedies, including suspension and/or debarment. 3. The Consultant shall provide immediate written notice to Commission if at any time the Consultant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 4. The terms "covered transaction," "debarred," "suspended," "ineligible," "lower tier covered transaction," "participant," "persons," "lower tier covered transaction," "principal," "proposal," and "voluntarily excluded," as used in this clause, have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12549 [49 CFR Part 29]. You may contact Commission for assistance in obtaining a copy of those regulations. 5. The Consultant agrees by submitting a Proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized in writing by Commission. 6. The Consultant further agrees by submitting a Proposal that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transaction", without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions. 7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the Nonprocurement List issued by U.S. General Service Administration. 8. Nothing contained in the foregoing shall be construed to require establishment of system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. Exhibit E - 5 17336.00023\9602162.1 320 9. Except for transactions authorized under Paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to all remedies available to the Federal Government, Commission may pursue available remedies including suspension and/or debarment. 10. The Consultant agrees to comply, and assures the compliance of each subconsultant, lessee, or third party contractor, with Executive Orders Nos. 12549 and 12689, "Debarment and Suspension," 31 U.S.C. § 6101 note, and U.S. DOT regulations, "Governmentwide Debarment and Suspension (Nonprocurement)," 49 C.F.R. Part 29. 11. The Consultant agrees to, and assures that its subconsultants, lessees and third party contractors have reviewed the "Excluded Parties Listing System" at http://elps.gov/ before entering into any third sub agreement, lease or third party contract. "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion" (1) The Consultant certifies, by submission of this bid or proposal, that neither it nor its "principals" [as defined at 49 C.F.R. § 29.105(p)] is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. (2) When the Consultant is unable to certify to the statements in this certification, it shall attach an explanation to this proposal. 8. PROVISIONS FOR RESOLUTION OF DISPUTES, BREACHES, OR OTHER LITIGATION (Master Agreement §53) Disputes - Disputes arising in the performance of this Contract which are not resolved by agreement of the parties shall be decided in writing by the Commission Executive Director, or his or her designee. This decision shall be final and conclusive unless within ten (10) days from the date of receipt of its copy, the Consultant mails or otherwise furnishes a written appeal to the Commission's Executive Director, or his or her designee. In connection with any such appeal, the Consultant shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the Commission's Executive Director, or his or her designee, shall be binding upon the Consultant and the Consultant shall abide be the decision. Performance During Dispute - Unless otherwise directed by Commission, Consultant shall continue performance under this Contract while matters in dispute are being resolved. Claims for Damages - Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the party or of any of his employees, agents or others Exhibit E - 6 17336.00023\9602162.1 321 for whose acts he is legally liable, a claim for damages therefor shall be made in writing to such other party within a reasonable time after the first observance of such injury of damage. Remedies - Unless this contract provides otherwise, all claims, counterclaims, disputes and other matters in question between the Commission and the Consultant arising out of or relating to this agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within the State in which the Commission is located. Rights and Remedies - The duties and obligations imposed by this Agreement and the rights and remedies available hereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by the Commission, or Consultant shall constitute a waiver of any right or duty afforded any of them under the Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing. FTA Notification - Consultant shall notify FTA in writing of any current or prospective major dispute, breach, default, or litigation that may affect the Federal Government's interests in the Project. If the Consultant wishes to name the Federal Government as a party to litigation, the Consultant shall inform FTA in writing before doing so. 9. LOBBYING (Master Agreement §3.d) Lobbying Restrictions. To the extent applicable, Consultant agrees to: (1) Comply, and assure the compliance of each subcontractor at any tier, with U.S. DOT regulations, "New Restrictions on Lobbying," 49 C.F.R. Part 20, modified as necessary by 31 U.S.C. § 1352. (2) Comply with Federal statutory provisions, to the extent applicable, prohibiting the use of Federal assistance funds for activities designed to influence Congress or a State legislature on legislation or appropriations, except through proper, official channels. 10. CLEAN AIR (Master Agreement §25.b) (1) The Consultant agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 through 7671q. The Consultant agrees to report each violation to the Commission and understands and agrees that the Commission will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. Exhibit E - 7 17336.00023\9602162.1 322 (2) The Consultant also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. 11. CLEAN WATER (Master Agreement §25.c) (1) The Consultant agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 through 1377. The Consultant agrees to report each violation to the Commission and understands and agrees that the Commission will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. (2) The Consultant also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. 12. ENERGY CONSERVATION (Master Agreement §26) Energy Conservation. To the extent applicable, Consultant agrees to comply with the mandatory energy efficiency standards and policies within the applicable State energy conservation plans issued in compliance with the Energy Policy and Conservation Act, 42 U.S.C. §§ 6321 et seq. To the extent applicable, Consultant agrees to perform an energy assessment for any building constructed, reconstructed, or modified with FTA assistance, as provided in FTA regulations, "Requirements for Energy Assessments," 49 C.F.R. Part 622, Subpart C. 13. CONFORMANCE WITH NATIONAL ITS ARCHITECTURE (Master Agreement § 15.m) National Intelligent Transportation Systems Architecture and Standards. To the extent applicable, Consultant agrees to conform, to the extent applicable, to the National Intelligent Transportation Systems (ITS) Architecture and Standards as required by SAFETEA-LU § 5307(c), 23 U.S.C. § 512 note, and with FTA Notice, "FTA National ITS Architecture Policy on Transit Projects" 66 Fed. Reg. 1455 et seq., January 8, 2001, and other subsequent Federal directives that may be issued. 14. ADDITIONAL REQUIREMENTS (Master Agreement § 39, 40, 41, 42, 43, 48) To the extent applicable, Consultant agrees to comply with the Federal programs specified below and, with regard to such programs, Consultant agrees not compromise the Commission's compliance with Federal requirements as pertains to the Project. Exhibit E - 8 17336.00023\9602162.1 323 The Programs are as follows: (1) Urbanized Area Formula Program authorized under 49. U.S.C. § 5307. (2) Elderly Individuals and Individuals with Disabilities Formula Program authorized under 49 U.S.C. § 5310 as amended by SAFETEA-LU and subsection 3012(b) of SAFETEA-LU, 49 U.S.C. § 5310 note, respectively. (3) New Freedom Program authorized under 49 U.S.C. § 5317. (4) Nonurbanized Area Formula Program authorized under 49 U.S.C. § 53 l 1(b). (5) Clean Fuels Grant Program authorized under 49 U.S.C. § 5308. (6) Job Access and Reverse Commute Formula Grant Program authorized under 49 U.S.C. 5316. 15. RELEASE OF RETAINAGE (49 CFR 26.29) § The Commission shall hold retainage from the prime contractor and shall make prompt and regular incremental acceptances of portions, as determined by the Commission of the contract work and pay retainage to prime contractors based on these acceptances. The prime contractor or subcontractor shall return all monies withheld in retention from a subcontractor within 30 days after receiving payment for work satisfactorily completed and accepted including incremental acceptances of portions of the contract work by the Commission. Federal regulations (49 CFR 26.29) require that any delay or postponement of payment over 30 days may take place only for good cause and with the Commission's prior written approval. Any violation of this provision shall subject the violating prime contractor or subcontractor to the penalties, sanctions, and other remedies specified in Section 7108.5 of the California Business and Professions Code. These requirements shall not be construed to limit or impair any contractual, administrative, or judicial remedies otherwise available to the prime contractor or subcontractor in the event of a dispute involving late payment or nonpayment by the prime contractor, deficient subcontract performance, or noncompliance by a subcontractor. This provision applies to both DBE and non -DBE prime contractors and subcontractors. 16. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS The preceding provisions include, in part, certain Standard Terms and Conditions required by the Federal Transit Authority, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by the Federal Transit Authority, as set forth in FTA Circular 4220.1F, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other Exhibit E - 9 17336.00023\9602162.1 324 provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any Commission requests which would cause the Commission to be in violation of the FTA terms and conditions. Exhibit E - 10 17336.00023\9602162.1 325 ADDITIONAL EXHIBITS The following exhibits additional exhibits shall be included in the final agreement (the forms are included as part of the RFP) EXHIBIT "F"- CERTIFICATE OF CONSULTANT EXHIBIT "G" — DISADVATAGED BUSINESS ENTERPRISE (DBE) FORMS/COMMITMENTS EXHIBIT "H"- DISCLOSURE OF LOBBYING ACTIVITIES Exhibit 17336.00023\9602162.1 326 AGENDA ITEM 7Q RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: September 14, 2016 TO: Riverside County Transportation Commission FROM: Western Riverside County Programs and Projects Committee Hector Casillas, Senior Management Analyst Marlin Feenstra, Project Delivery Director THROUGH: Anne Mayer, Executive Director SUBJECT: Agreement for Security Guard Services at Commission -Owned Commuter Rail Stations and Control Center WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Award Agreement No. 16-24-079-00 to Allied Universal Security Services (Allied Universal) for the provision of security services and leased golf carts at the Commission -owned commuter rail stations and control center for a three-year term, and two two-year options to extend the agreement, in an amount not to exceed $18,336,000; and 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement, including option years, on behalf of the Commission. BACKGROUND INFORMATION: On September 14, 2011, the Commission awarded a five-year contract to Universal Protection Services, LP (Universal) for the Commission's five commuter rail stations in an amount not to exceed $5,904,100, expiring October 1, 2016. At its May 2015 meeting, the Commission approved an additional amount of $1,166,795, and a total amount not to exceed $7,070,895, as the Commission increased the number of facilities from five to nine commuter rail stations, including a control center located adjacent to the Riverside Downtown Station. The proposed security services are provided 24 hours a day, seven days a week in order to protect patrons and the Commission's facilities. Security personnel are required to serve a number of roles in the field, as the security officers are the only representatives of both the Commission and Metrolink at the stations. The security officers are expected to patrol, both on foot and in marked, lighted patrol vehicles. Currently, these patrol vehicles consist of street legal and non -street legal golf carts. The security officers' presence deters motor vehicle theft and burglaries, as well as other criminal activity Agenda Item 7Q 327 including vandalism and graffiti in all areas of the stations. Security officers discourage unsafe activities such as skateboarding and report safety hazards to the Commission or crimes to law enforcement. The security officers are expected to treat all transit users in a professional manner and be courteous and helpful at all times. On a daily basis, the security officers assist riders with ticketing and directions to the appropriate trains, platforms, and buses. Security services at the stations and control center are important in order to provide a safe environment to patrons. All security officers are equipped with a smartphone connected to an electronic tour of duty monitoring system to ensure all areas of each facility are being monitored regularly. In addition, security officers monitor the closed circuit televisions (CCTV) at the control center, and report any irregularities to the security officers on duty and/or law enforcement, if necessary. Procurement Process Staff determined the weighted factor method of source selection to be the most appropriate for this procurement, as it allows the Commission to identify the most advantageous proposal with price and other factors considered. Non -price factors include elements such as qualifications of firm, personnel, and the approach, understanding, and ability to respond to the Commission's needs for security services as set forth under the terms of the Request for Proposals (RFP) No. 16-24-079-00. RFP No. 16-24-079-00 for security guard services was released by staff on April 7, 2016. A public notice was advertised in the Press Enterprise, and the RFP was posted on the Commission's PlanetBids website, which is accessible through the Commission's website. Utilizing PlanetBids, emails were sent to 19 firms, 5 of which are located in Riverside County. Through the PlanetBids site, 31 firms downloaded the RFP; 5 of these firms are located in Riverside County. A pre -bid conference was held on April 21, and attended by 13 firms; 6 firms are local to Riverside County. Staff responded to all questions submitted by potential proposers prior to the April 28 clarification deadline date. Fifteen firms — ABC Security Services (Oakland); Absolute Security International Inc. (Covina); AlliedBarton Security Services (Riverside); Alltech Industries Inc. (Monterey Park); America Guard Services, Inc. (Carson); California Panther Security (Los Angeles); CEED Security (Riverside); Cypress Private Security (Santa Fe Springs); G4S Secure Solutions (Riverside); New Era Security (Brentwood); PacWest Security Services (Costa Mesa); Platinum Security (Los Angeles); Securitas Security Services USA, Inc. (Ontario); U.S. Security Associates (Corona); and Universal (Riverside) — submitted responsive and responsible statements of proposals prior to the 2:00 p.m. submittal deadline on May 12. Utilizing the evaluation criteria set forth in the RFP, 15 firms were evaluated, scored, and shortlisted by an evaluation committee comprised of Commission and Bechtel staff. Scoring was based entirely upon the evaluation criteria set forth in the RFP. Based on the evaluation committee's assessment of the written proposals and pursuant to the terms of the RFP, the evaluation committee shortlisted and invited five firms to the interview phase of the evaluation and selection process. Interviews of the short listed firms — AlliedBarton Agenda Item 7Q 328 Security Services; Cypress Private Security; G4S Secure Solutions; Securitas Security Services USA, Inc.; and Universal — were conducted on June 7. The five shortlisted firms submitted fully burdened rates for specified security officer classifications, and a total price was calculated for each firm based on the estimated annual hours of guards per station for the three-year term, plus two, two-year options. The service rates include all required taxes and other costs such as insurance, licensing, uniforms, training, management cost, and CyCop Phonec. Each firm also submitted rates for golf carts, bicycles, and Segways scooters. After weighing these options staff considers golf carts as the preferred option due to the ability to patrol large areas, visibility to station customers, and quicker response times. A cost analysis that included maintenance and other operating costs determined it is a cost -benefit to the Commission to lease golf carts over the seven-year term. Currently, the Commission owns six golf carts and leases five from Universal. As the Commission -owned golf carts age and are no longer operable, staff intends to replace them with leased golf carts. The Commission anticipates leasing five golf carts during the initial term, nine golf carts during option term 1, and eleven golf carts during option term 2. As a result of the evaluation committee's assessment of the written proposals and interviews, the evaluation committee recommends contract award to Universal to perform security guard services and provide leased golf carts for a three-year term, with two two-year options to extend the agreement, in the amount of $18,336,000 as this firm earned the highest total evaluation score. Universal also proposed the lowest cost. The overall evaluation ranking, based on highest to lowest total evaluation score, and the total price for guard services and leased golf carts are presented in the following table. Firm Price Overall Ranking Universal $18,335,401 1 AlliedBarton Security Services $21,004,099 2 G4S Secure Solutions $21,360,444 3 Cypress Private Security $21,255,299 4 Securitas Security Services USA, Inc. $21,975,232 5 After conclusion of the procurement evaluations, the Commission received notification of a merger between AlliedBarton Security Services and Universal. The merger formed one firm known as Allied Universal effective in August. Funding for the security services and leased golf carts will be provided by the Local Transportation Fund (LTF) and a federal Perris Valley Line Congestion Mitigation Air Quality (CMAQ) grant. The increase in total cost for the proposed agreement with Universal compared to the current contract is due to an increase in the state minimum wage, extended term of the contract from Agenda Item 7Q 329 five to seven years, new commuter rail station facilities, additional leased security vehicles, and need for an additional security supervisor and CCTV operators. As a result of the discussion at the Western Riverside County Programs and Projects Committee, authorization of a contingency amount has been deferred and will be brought back at a later date. The Commission's standard form professional services agreement will be entered into with the consultant subject to any changes approved by the Executive Director, and pursuant to legal counsel review. Staff oversight of the contract will work to maximize the effectiveness of the consultants and minimize costs to the Commission. Financial Information In Fiscal Year Budget: Yes N/A Year: FY 2016/17 FY 2017/18+ Amount: $ 1,750,000 $16,586,000 Source of Funds: LTF, Perris Valley Line CMAQ grant Budget Adjustment: No N/A GL/Project Accounting No.: 2440XX 81006 00000 0000 103 24 81006 Fiscal Procedures Approved: \I-Ite4e4/40.34. Date: 08/25/2016 Attachment: Draft Agreement No. 16-24-079-00 Agenda Item 7Q 330 Agreement No. 16-24-079-00 RIVERSIDE COUNTY TRANSPORTATION COMMISSION AGREEMENT FOR SECURITY GUARD SERVICES WITH UNIVERSAL PROTECTION SERVICE, LP 1. PARTIES AND DATE. This Agreement is made and entered into this _ day of , 2016, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("the Commission") and UNIVERSAL PROTECTION SERVICE, LP, a California limited partnership ("Consultant"). 2. RECITALS. 2.1 Consultant desires to perform and assume responsibility for the provision of certain professional consulting services required by Commission on the terms and conditions set forth in this Agreement. Consultant represents that it is a professional consultant, experienced in providing security guard services to public clients, is licensed in the State of California, and is familiar with the plans of Commission. 2.2 Commission desires to engage Consultant to render certain consulting services at the Commission owned commuter rail stations ("Project") as set forth herein. 3. TERMS. 3.1 General Scope of Services. Consultant promises and agrees to furnish to Commission all labor materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately provide professional consulting services and advice on various issues affecting the decisions of Commission regarding the Project and on other programs and matters affecting Commission, hereinafter referred to as "Services". The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state, and federal laws, rules and regulations. 3.2 Term. The term of this Agreement shall be from the date first specified above to September 30, 2019, unless earlier terminated as provided herein. 17336.00000\8752982.2 331 The Commission, at its sole discretion, may extend this Agreement for two (2) additional two-year terms. Consultant shall complete the Services within the term of this Agreement and shall meet any other established schedules and deadlines. 3.3 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, the Commission shall respond to Consultant's submittals in a timely manner. Upon request of the Commission, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.4 Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by Consultant under its supervision. Consultant will determine the means, method and details of performing the Services subject to the requirements of this Agreement. Commission retains Consultant on an independent contractor basis and Consultant is not an employee of Commission. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall not be employees of Commission and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers' compensation insurance. 3.5 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of Commission. 3.6 Substitution of Key Personnel. Consultant has represented to Commission that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence and experience upon written approval of Commission. In the event that Commission and Consultant cannot agree as to the substitution of key personnel, Commission shall be entitled to terminate this Agreement for cause, pursuant to provisions of Section 3.16 of this Agreement. The key personnel for performance of this Agreement are as follows: 3.7 Commission's Representative. Commission hereby designates Executive Director, or his or her designee, to act as its representative for the performance of this Agreement ("Commission's Representative"). Commission's representative shall have the power to act on behalf of Commission for all purposes 2 17336.00000\8752982.2 332 under this Agreement. Consultant shall not accept direction from any person other than Commission's Representative or his or her designee. 3.8 Consultant's Representative. Consultant hereby designates r INSERT NAME OR TITLE ], or his or her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his or her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.9 Coordination of Services. Consultant agrees to work closely with Commission staff in the performance of Services and shall be available to Commission's staff, consultants and other staff at all reasonable times. 3.10 Standard of Care; Licenses. Consultant shall perform the Services under this Agreement in a skillful and competent manner, consistent with the standard generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant shall perform, at its own cost and expense and without reimbursement from Commission, any Services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein, and shall be fully responsible to the Commission for all damages and other liabilities provided for in the indemnification provisions of this Agreement arising from the Consultant's errors and omissions. 3.11 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to Commission, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold Commission, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3 17336.00000\8752982.2 333 3.12 Insurance. 3.12.1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the Commission that it has secured all insurance required under this section, in a form and with insurance companies acceptable to the Commission. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. 3.12.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001 or exact equivalent); (2) Automobile Liability: Insurance Services Office Business Auto Coverage (form CA 0001, code 1 (any auto) or exact equivalent); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. (B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) if Consultant has an employees, Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Practices Liability limits of $1,000,000 per accident. 3.12.3 [Reserved] 3.12.4Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the Commission to add the following provisions to the insurance policies: (A) General Liability. (0 Commercial General Liability Insurance must include coverage for (1) bodily Injury and property damage; (2) personal 4 17336.00000\8752982.2 334 Injury/advertising Injury; (3) premises/operations liability; (4) products/completed operations liability; (5) aggregate limits that apply per Project; (6) explosion, collapse and underground (UCX) exclusion deleted; (7) contractual liability with respect to this Agreement; (8) broad form property damage; and (9) independent consultants coverage. (ii) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; or (3) contain any other exclusion contrary to this Agreement. (iii) The policy shall give the Commission, its directors, officials, officers, employees, and agents insured status using ISO endorsement forms 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (iv) The additional insured coverage under the policy shall be "primary and non-contributory" and will not seek contribution from the Commission's insurance or self-insurance and shall be at least as broad as CG 20 01 04 13, or endorsements providing the exact same coverage. (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the Commission, its directors, officials, officers, employees and agents shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be primary insurance as respects the Commission, its directors, officials, officers, employees and agents, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self-insurance maintained by the Commission, its directors, officials, officers, employees and agents shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way. (C) Workers' Compensation and Employers Liability Coverage. (0 Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (ii) The insurer shall agree to waive all rights of subrogation against the Commission, its directors, officials, officers, employees and agents for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. 5 17336.00000\8752982.2 335 (D) All Coverages. 0) Defense costs shall be payable in addition to the limits set forth hereunder. (ii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits set forth herein shall be available to the Commission, its directors, officials, officers, employees and agents as additional insureds under said policies. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. (iii) The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the Commission (if agreed to in a written contract or agreement) before the Commission's own insurance or self-insurance shall be called upon to protect it as a named insured. The umbrella/excess policy shall be provided on a "following form" basis with coverage at least as broad as provided on the underlying policy(ies). (iv) Consultant shall provide the Commission at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the Commission at least ten (10) days prior to the effective date of cancellation or expiration. (v) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims -made policy with a retroactive date subsequent to the effective date of this Agreement. (vi) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of 6 17336.00000\8752982.2 336 said insurance by the Commission, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification. (vii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, Commission has the right but not the duty to obtain the insurance it deems necessary and any premium paid by Commission will be promptly reimbursed by Consultant or Commission will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, Commission may cancel this Agreement. The Commission may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (viii) Neither the Commission nor any of its directors, officials, officers, employees or agents shall be personally responsible for any liability arising under or by virtue of this Agreement. Each insurance policy required by this Agreement shall be endorsed to state that: 3.12.5 Deductibles and Self -Insurance Retentions. Any deductibles or self -insured retentions must be declared to and approved by the Commission. If the Commission does not approve the deductibles or self -insured retentions as presented, Consultant shall guarantee that, at the option of the Commission, either: (1) the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects the Commission, its directors, officials, officers, employees and agents; or, (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.12.6 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the Commission. 3.12.7 Verification of Coverage. Consultant shall furnish Commission with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the Commission. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements must be received and approved by the Commission before work commences. The Commission reserves the right to require complete, certified copies of all required insurance policies, at any time. 3.12.8 Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the Commission that they have 7 17336.00000\8752982.2 337 secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the Commission as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, the Commission may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants. 3.13 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.14 Fees and Payment. 3.14.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto. The total compensation shall not exceed [ INSERT WRITTEN DOLLAR AMOUNT ] ($[ INSERT NUMERICAL DOLLAR AMOUNT ]) without written approval of Commission's Executive Director ("Total Compensation"). Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.14.2 Payment of Compensation. Consultant shall submit to Commission a monthly statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. Commission shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.14.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by Commission. 3.14.4 Extra Work. At any time during the term of this Agreement, Commission may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by Commission to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, 8 17336.00000\8752982.2 338 nor be compensated for, Extra Work without written authorization from Commission's Executive Director. 3.15 Accounting Records. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred and fees charged under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of Commission during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.16 Termination of Agreement. 3.16.1 Grounds for Termination. Commission may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof. Upon termination, Consultant shall be compensated only for those services which have been fully and adequately rendered to Commission through the effective date of the termination, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.16.2 Effect of Termination. If this Agreement is terminated as provided herein, Commission may require Consultant to provide all finished or unfinished Documents and Data, as defined below, and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.16.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, Commission may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.17 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: 9 17336.00000\8752982.2 339 CONSULTANT: Attn : COMMISSION: Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor Riverside, CA 92501 Attn: Executive Director Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.18 Ownership of Materials/Confidentiality. 3.18.1 Documents & Data. This Agreement creates an exclusive and perpetual license for Commission to copy, use, modify, reuse, or sub -license any and all copyrights and designs embodied in plans, specifications, studies, drawings, estimates, materials, data and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that Commission is granted an exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to grant the exclusive and perpetual license for all such Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the Commission. Commission shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at Commission's sole risk. 3.18.2Intellectual Property. In addition, Commission shall have and retain all right, title and interest (including copyright, patent, trade secret and other proprietary rights) in all plans, specifications, studies, drawings, estimates, materials, data, computer programs or software and source code, enhancements, documents, and any and all works of authorship fixed in any tangible medium or expression, including but not limited to, physical drawings or other data magnetically or otherwise recorded on computer media ("Intellectual Property") prepared or developed by or on behalf of Consultant under this Agreement as well as any other such Intellectual Property prepared or developed by or on behalf of Consultant under this Agreement. 10 17336.00000\8752982.2 340 The Commission shall have and retain all right, title and interest in Intellectual Property developed or modified under this Agreement whether or not paid for wholly or in part by Commission, whether or not developed in conjunction with Consultant, and whether or not developed by Consultant. Consultant will execute separate written assignments of any and all rights to the above referenced Intellectual Property upon request of Commission. Consultant shall also be responsible to obtain in writing separate written assignments from any subcontractors or agents of Consultant of any and all right to the above referenced Intellectual Property. Should Consultant, either during or following termination of this Agreement, desire to use any of the above -referenced Intellectual Property, it shall first obtain the written approval of the Commission. All materials and documents which were developed or prepared by the Consultant for general use prior to the execution of this Agreement and which are not the copyright of any other party or publicly available and any other computer applications, shall continue to be the property of the Consultant. However, unless otherwise identified and stated prior to execution of this Agreement, Consultant represents and warrants that it has the right to grant the exclusive and perpetual license for all such Intellectual Property as provided herein. Commission further is granted by Consultant a non-exclusive and perpetual license to copy, use, modify or sub -license any and all Intellectual Property otherwise owned by Consultant which is the basis or foundation for any derivative, collective, insurrectional, or supplemental work created under this Agreement. 3.18.3 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of Commission, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use Commission's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of Commission. 3.18.4Infringement Indemnification. Consultant shall defend, indemnify and hold the Commission, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence 11 17336.00000\8752982.2 341 of the use on the Project by Commission of the Documents & Data, including any method, process, product, or concept specified or depicted. 3.19 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.20 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and costs of such actions. 3.21 Indemnification. Consultant shall defend, indemnify and hold the Commission, its directors, officials, officers, agents, consultants, employees and volunteers free and harmless from any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or in equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged negligent acts, omissions or willful misconduct of the Consultant, its officials, officers, employees, agents, consultants, and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation, the payment of all consequential damages, attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the Commission, its directors, officials, officers, agents, consultants, employees and volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against the Commission or its directors, officials, officers, agents, consultants, employees and volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse the Commission and its directors, officials, officers, agents, consultants, employees and volunteers, for any and all legal expenses and costs, including reasonable attorney's fees, incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnity shall not be restricted to insurance proceeds, if any, received by the Commission or its directors, officials, officers, agents, consultants, employees and volunteers. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. This Section 3.21 shall survive any expiration or termination of this Agreement. 3.22 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be supplemented, amended, or modified by a writing signed by both parties. 3.23 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County. 12 17336.00000\8752982.2 342 3.24 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.25 Commission's Right to Employ Other Consultants. The Commission reserves the right to employ other consultants in connection with this Project. 3.26 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties, and shall not be assigned by Consultant without the prior written consent of Commission. 3.27 Prohibited Interests and Conflicts. 3.27.1 Solicitation. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, Commission shall have the right to rescind this Agreement without liability. 3.27.2 Conflict of Interest. For the term of this Agreement, no member, officer or employee of Commission, during the term of his or her service with Commission, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.27.3 Conflict of Employment. Employment by the Consultant of personnel currently on the payroll of the Commission shall not be permitted in the performance of this Agreement, even though such employment may occur outside of the employee's regular working hours or on weekends, holidays or vacation time. Further, the employment by the Consultant of personnel who have been on the Commission payroll within one year prior to the date of execution of this Agreement, where this employment is caused by and or dependent upon the Consultant securing this or related Agreements with the Commission, is prohibited. 3.27.4 Employment Adverse to the Commission. Consultant shall notify the Commission, and shall obtain the Commission's written consent, prior to accepting work to assist with or participate in a third -party lawsuit or other legal or administrative proceeding against the Commission during the term of this Agreement. 3.28 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related 13 17336.00000\8752982.2 343 to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provi- sions of Commission's Disadvantaged Business Enterprise program, Affirmative Action Plan or other related Commission programs or guidelines currently in effect or hereinafter enacted. 3.29 Subcontracting. Consultant shall not subcontract any portion of the work or Services required by this Agreement, except as expressly stated herein, without prior written approval of the Commission. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. 3.30 Prevailing Wages. By its execution of this Agreement, Consultant certified that it is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000 et seq. ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. The Commission shall provide Consultant with a copy of the prevailing rate of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the Commission, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.30.1 DIR Registration. Effective March 1, 2015, if the Services are being performed as part of an applicable "public works" or "maintenance" project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations. If applicable, Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant's sole responsibility to comply with all applicable registration and labor compliance requirements. 3.31 Employment of Apprentices. This Agreement shall not prevent the employment of properly indentured apprentices in accordance with the California Labor Code, and no employer or labor union shall refuse to accept otherwise qualified employees as indentured apprentices on the work performed hereunder solely on the ground of race, creed, national origin, ancestry, color or sex. Every qualified apprentice shall be paid the standard wage paid to apprentices under the regulations of the craft or 14 17336.00000\8752982.2 344 trade in which he or she is employed and shall be employed only in the craft or trade to which he or she is registered. If California Labor Code Section 1777.5 applies to the Services, Consultant and any subcontractor hereunder who employs workers in any apprenticeable craft or trade shall apply to the joint apprenticeship council administering applicable standards for a certificate approving Consultant or any sub -consultant for the employment and training of apprentices. Upon issuance of this certificate, Consultant and any sub -consultant shall employ the number of apprentices provided for therein, as well as contribute to the fund to administer the apprenticeship program in each craft or trade in the area of the work hereunder. The parties expressly understand that the responsibility for compliance with provisions of this Section and with Sections 1777.5, 1777.6 and 1777.7 of the California Labor Code in regard to all apprenticeable occupations lies with Consultant. 3.32 No Waiver. Failure of Commission to insist on any one occasion upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any rights or powers hereunder at any one time or more times be deemed a waiver or relinquishment of such other right or power at any other time or times. 3.33 Eight -Hour Law. Pursuant to the provisions of the California Labor Code, eight hours of labor shall constitute a legal day's work, and the time of service of any worker employed on the work shall be limited and restricted to eight hours during any one calendar day, and forty hours in any one calendar week, except when payment for overtime is made at not less than one and one-half the basic rate for all hours worked in excess of eight hours per day ("Eight -Hour Law"), unless Consultant or the Services are not subject to the Eight -Hour Law. Consultant shall forfeit to Commission as a penalty, $50.00 for each worker employed in the execution of this Agreement by him, or by any sub -consultant under him, for each calendar day during which such workman is required or permitted to work more than eight hours in any calendar day and forty hours in any one calendar week without such compensation for overtime violation of the provisions of the California Labor Code, unless Consultant or the Services are not subject to the Eight -Hour Law. 3.34 Subpoenas or Court Orders. Should Consultant receive a subpoena or court order related to this Agreement, the Services or the Project, Consultant shall immediately provide written notice of the subpoena or court order to the Commission. Consultant shall not respond to any such subpoena or court order until notice to the Commission is provided as required herein, and shall cooperate with the Commission in responding to the subpoena or court order. 3.35 Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not 15 17336.00000\8752982.2 345 limited to, the indemnification and confidentiality obligations, and the obligations related to receipt of subpoenas or court orders, shall survive any such expiration or termination. 3.36 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.37 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.38 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.39 Incorporation of Recitals. The recitals set forth above are true and correct and are incorporated into this Agreement as though fully set forth herein. 3.40 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.41 Conflicting Provisions. In the event that provisions of any attached exhibits conflict in any way with the provisions set forth in this Agreement, the language, terms and conditions contained in this Agreement shall control the actions and obligations of the Parties and the interpretation of the Parties' understanding concerning the performance of the Services. 3.42 Headings. Article and Section Headings, paragraph captions or marginal headings contained in this Agreement are for convenience only and shall have no effect in the construction or interpretation of any provision herein. 3.43 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein, without the prior written consent of the Commission. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.44 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. [SIGNATURES ON FOLLOWING PAGE] 16 17336.00000\8752982.2 346 SIGNATURE PAGE TO RIVERSIDE COUNTY TRANSPORTATION COMMISSION AGREEMENT FOR SECURITY GUARD SERVICES WITH [ CONSULTANT ] IN WITNESS WHEREOF, this Agreement was executed on the date first written above. RIVERSIDE COUNTY CONSULTANT TRANSPORTATION COMMISSION [INSERT NAME OF CONSULTANT] By: By: [INSERT NAME] Signature Chairman Name Title Approved as to Form: Attest: By: By: Best Best & Krieger LLP Its: Secretary General Counsel * A corporation requires the signatures of two corporate officers. One signature shall be that of the chairman of board, the president or any vice president and the second signature (on the attest line) shall be that of the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation. If the above persons are not the intended signators, evidence of signature authority shall be provided to the Commission. 17 17336.00000\8752982.2 347 EXHIBIT "A" - SCOPE OF SERVICES [TO BE INSERTED] EXHIBIT "B" - SCHEDULE OF SERVICES [TO BE INSERTED] EXHIBIT "C" - COMPENSATION [TO BE INSERTED] 17336.00000\8752982.2 EXHIBIT -1 348 AGENDA ITEM 7R RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: September 14, 2016 TO: Riverside County Transportation Commission FROM: Western Riverside County Programs and Projects Committee Jillian Guizado, Senior Management Analyst Brian Cunanan, Commuter and Motorist Assistance Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Agreements for Freeway Service Patrol Tow Truck Services WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Award Agreement No. 16-45-082-00 to Pepe's Towing for Freeway Service Patrol (FSP) tow truck services on State Route 91 Beat No. 4 for a three-year term, and one two-year option to extend the agreement, in an amount not to exceed $1,330,000; 2) Award Agreement No. 16-45-083-00 to Pepe's Towing for FSP tow truck services on SR-60 Beat No. 7 for a three-year term, and one two-year option to extend the agreement, in an amount not to exceed $1,330,000; 3) Award Agreement No. 16-45-103-00 to Steve's Towing for FSP tow truck services on the Riverside 91 Express Lanes Beat No. 91-T for a three-year term, and one two-year option to extend the agreement, in an amount not to exceed $1,205,000; and 4) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements, including option years, on behalf of the Commission. BACKGROUND INFORMATION: In 1986, the Commission established itself as the Riverside County Service Authority for Freeway Emergencies (RC SAFE) after the enactment of SB 1199 in 1985. The purpose of the formation of SAFES in California was to provide call box services and, with excess funds, provide additional motorist aid services. Funding for RC SAFE is derived from a one dollar per vehicle registration fee on vehicles registered in Riverside County. Initially, these funds were used only for the call box program. As additional motorist aid services were developed, SAFE funds were also used to provide FSP and the Inland Empire 511 traveler information services as part of a comprehensive motorist aid system in Riverside County. In 1990, Proposition C was passed to fund transportation improvements and to help reduce traffic congestion in California. From this, the FSP program was created by Caltrans, which developed the corresponding local funding allocation plan to distribute funds to participating Agenda Item 7R 349 jurisdictions. In addition to funding received from Caltrans, agencies are required to contribute a 25 percent local match. For the Commission, SAFE revenues are used to meet this match requirement. The Commission, acting in its capacity as the SAFE, is the principal agency in Riverside County, in partnership with Caltrans and the California Highway Patrol (CHP), managing the FSP program. The purpose of the FSP program is to provide a continuously roving tow services patrol along designated freeway segments (referred to as beats) to relieve freeway congestion and facilitate the rapid removal of disabled vehicles and those involved in minor accidents on local freeways. Contracts to provide FSP tow service are competitively bid as needed for each beat. Currently, the Commission contracts with four tow truck operators to provide service on a total of nine beats Monday through Friday during the peak commute hours, 5:30 a.m. to 8:30 a.m. and 2:30 p.m. (12:30 p.m. on Fridays) to 6:30 p.m. In FY 2015/16, FSP performed over 42,000 assists, including extra service provided in construction areas. In early 2017, the Commission's Riverside 91 Express Lanes are expected to open, and dedicated FSP tow service will be provided. This will be a new beat and is expected to have a minimum level of service as follows: Ramp -Up Toll FSP (first three months of toll operations) Monday through Friday 5:00 a.m. to 1:00 p.m. operating 1 truck 1:00 p.m. to 7:00 p.m. operating 2 trucks 7:00 p.m. to 9:00 p.m. operating 1 truck Saturday and Sunday 7:00 a.m. to 11:00 a.m. operating 1 truck (no a.m. service 3rd Sunday of every month for first three months due to maintenance) 1:00 p.m. to 7:00 p.m. operating 1 truck Standard Toll FSP Monday through Friday 5:00 a.m. to 10:00 a.m. operating 1 truck 1:00 p.m. to 8:00 p.m. operating 1 truck Saturday and Sunday 1:00 p.m. to 7:00 p.m. operating 1 truck DISCUSSION: Staff utilized a competitive procurement to award tow service contracts to qualified firms for Beat Nos. 4, 7, and 91-T. Beat No. 4 operates on SR-91 from Magnolia Avenue in the city of Riverside (Riverside) to the 60/91/215 interchange in Riverside. Beat No. 7 operates on SR-60 Agenda Item 7R 350 from Milliken Street in Eastvale to Main Street in Riverside. These two beats each require the use of two tow trucks during normal service hours. Beat No. 91-T, the Commission's newest beat, operates within the entire Riverside County portion of the Riverside 91 Express Lanes, from the Orange County line to McKinley Street and through the Interstate 15 flyover connection to Ontario Avenue in the city of Corona (Corona). This beat requires the use of one tow truck during regular service hours and up to two tow trucks during ramp -up service hours. Procurement Process Staff determined the weighted factor method of source selection to be the most appropriate for these procurements, as it allows the Commission to identify the most advantageous proposal with price and other factors considered. Non -price elements of the evaluation criteria included experience, the relative qualifications of the firms, proposed work plan, and the proposer's ability to respond to the requirements set forth under the terms of the Request for Proposals (RFP) Nos. 16-45-082-00 for Beats No. 4 and 7, and 16-45-103-00 for Beat No. 91-T. Prior to RFP Nos. 16-45-082-00 and 16-45-103-00 for FSP services being released by staff on June 16, 2016, the Commission's FSP consultant, Bernard Arroyo, made contact with 17 CHP rotation tow companies in Corona and Riverside to talk to and educate the owners about the FSP program in an effort to garner interest. A public notice was advertised in the Press Enterprise, and the RFP was posted on the Commission's PlanetBids website, which is accessible through the Commission's website. Utilizing PlanetBids, emails were sent to 16 firms, six of which are located in Riverside County. Additionally, the Commission had unique flyers made and sent them out in bright orange envelopes to 122 firms that have previously expressed interest in tow services and/or are on the current CHP rotational tow lists. Of the 122 firms, 35 are located in Riverside County. Through the PlanetBids site, 10 firms downloaded the RFP No. 16-45-082-00, three of which are located in Riverside County; 12 firms downloaded the RFP No. 16-45-103-00, three of which are located in Riverside County. A pre -bid conference was held on June 30 and attended by 10 firms. Staff responded to all questions submitted by potential proposers prior to the clarification deadline date of July 7. Prior to the proposal submittal deadline on July 21 at 2:00 p.m., two responsive and responsible firms — Pepe's Towing (Colton) and Bill & Wag's, Inc. (Ontario) — submitted proposals in response to the RFP for services on Beat No. 4; three responsive and responsible firms — Bill & Wag's, Inc. (Ontario), Bob's Towing (Baldwin Park), and Pepe's Towing (Colton) — submitted proposals in response to the RFP for services on Beat No. 7; and two responsive and responsible firms — Bill & Wag's, Inc. (Ontario) and Steve's Towing (Riverside) — submitted proposals in response to the RFP for services on Beat No. 91-T. An evaluation committee comprised of representatives from the CHP Inland Division, San Bernardino Associated Governments, and Commission staff evaluated each proposal in accordance with the evaluation criteria set forth in the RFPs. On August 4, the evaluation Agenda Item 7R 351 committee interviewed two of the proposing firms — Pepe's Towing and Steve's Towing. It was determined that site visits were not necessary as the shortlisted firms currently provide FSP services for the Commission. After the interviews with the above -referenced firms were conducted, the evaluation committee invited Pepe's to a best and final offer phase to achieve the most competitive pricing. Accordingly, the evaluation committee provided final scoring based on a comprehensive evaluation of each firm's written proposal and interview. Beat No. 4 Proposals submitted in response to Beat No. 4 were scored by the evaluation committee based upon the criteria set forth in the RFP. The two firms submitted hourly rates for tow services for the initial three-year term that ranged from a low of $66.50 per hour to a high of $74.73 per hour. The all-inclusive hourly service rate for this beat includes all direct costs (e.g., fuel, labor, equipment), indirect costs (e.g., fringe benefits, overhead), and profit to provide the subject services. The overall rankings, inclusive of pricing, listed from highest to lowest total evaluation score for Beat No. 4 are as follows: Firm Hourly Rate Overall Ranking Pepe's Towing $66.50 1 Bill & Wag's, Inc. $74.73 2 As a result of the completion of the evaluation process, the evaluation committee recommends contract award to Pepe's Towing for Beat No. 4 for a three-year term at a fixed hourly rate of $66.50, with one two-year option to extend the agreement at a fixed hourly rate of $66.50, as this firm earned the highest total evaluation score. Beat No. 7 Proposals submitted in response to Beat No. 7 were scored by the evaluation committee based upon the criteria set forth in the RFP. The three firms submitted hourly rates for tow services for the initial three-year term that ranged from a low of $60.00 per hour to a high of $74.73 per hour. The all-inclusive hourly service rate for this beat includes all direct costs (e.g., fuel, labor, equipment), indirect costs (e.g., fringe benefits, overhead), and profit to provide the subject services. The overall rankings, inclusive of pricing, listed from highest to lowest total evaluation score for Beat No. 7 are as follows: Agenda Item 7R 352 Firm Hourly Rate Overall Ranking Pepe's Towing $66.50 1 Bill & Wag's, Inc. $74.73 2 Bob's Towing $60.00 3 As a result of the completion of the evaluation process, the evaluation committee recommends contract award to Pepe's Towing for Beat No. 7 for a three-year term at a fixed hourly rate of $66.50, with one two-year option to extend the agreement at a fixed hourly rate of $66.50, as this firm earned the highest total evaluation score. It should be noted that FSP procurements are not low -bid but rather best value in which four scoring categories carry equal weight, including price. Factors such as distance to the beat, proposed key personnel, and the firm's work plan affected the overall score of the firm with the lowest hourly rate. Beat No. 91-T Proposals submitted in response to Beat No. 91-T were scored by the evaluation committee based upon the criteria set forth in the RFP. The two firms submitted hourly rates for tow services for the initial three-year term that ranged from a low of $56.25 per hour to a high of $74.73 per hour. The all-inclusive hourly service rate for this beat includes all direct costs (e.g., fuel, labor, equipment), indirect costs (e.g., fringe benefits, overhead), and profit to provide the subject services. The overall rankings, inclusive of pricing, listed from highest to lowest total evaluation score for Beat No. 91-T are as follows: Firm Hourly Rate Overall Ranking Steve's Towing $56.25 1 Bill & Wag's, Inc. $74.73 2 As a result of the completion of the evaluation process, the evaluation committee recommends contract award to Steve's Towing for Beat No. 91-T for a three-year term at a fixed hourly rate of $56.25, with one two-year option to extend the agreement at a fixed hourly rate of $56.25, as this firm earned the highest total evaluation score. CONCLUSION: Based on the evaluation process discussed, staff recommends the award of Agreement Nos. 16-45-082-00 and 16-45-083-00 to Pepe's Towing in the amounts not to exceed $1,330,000 each for FSP tow truck services on Beat Nos. 4 and 7. Staff also recommends the award of Agreement No. 16-45-103-00 to Steve's Towing in the amount not to exceed $1,205,000 for FSP tow truck services on Beat No. 91-T. The proposed all-inclusive hourly rates are considered fair and reasonable based upon adequate price competition under the RFP process. The Agenda Item 7R 353 Commission's standard form FSP services agreement will be entered into for each beat subject to any changes pursuant to legal counsel review. Financial Information In Fiscal Year Budget: Yes N/A Year: FY 2016/17 FY 2017/18+ Amount: $ 370,000 $ 3,495,000 Source of Funds: State of California, SAFE Contribution from Department of Motor Vehicle Fees, Toll Revenues Budget Adjustment: No N/A GL/Project Accounting No.: 002173 81014 00000 0000 20145 81002 009199 81014 00000 0000 591 31 81002 Fiscal Procedures Approved: \1414,4,41424/ Date: 08/11/2016 Attachment: Draft Agreement No. 16-45-082-00 Agenda Item 7R 354 MODEL CONTRACT FORM Agreement No. 16-45-082-00 RIVERSIDE COUNTY TRANSPORTATION COMMISSION, ACTING AS THE RIVERSIDE COUNTY SERVICE AUTHORITY FOR FREEWAY EMERGENCIES, FOR FREEWAY SERVICE PATROL FOR BEAT # X WITHIN RIVERSIDE COUNTY WITH [ CONTRACTOR ] 1. PARTIES AND DATE. 1.1 This Agreement is made and entered into as of day of 2016, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("COMMISSION") acting as the RIVERSIDE COUNTY SERVICE AUTHORITY FOR FREEWAY EMERGENCIES ("SAFE") and [NAME OF FIRM], a [LEGAL STATUS OF CONTRACTOR e.g., CORPORATION1 (referred to herein as "CONTRACTOR"). SAFE and CONTRACTOR are sometimes individually referred to herein as "Party" and collectively as "Parties". 1.2 The California Highway Patrol herein referred to as "CHP" and California Department of Transportation, herein referred to as "Caltrans" are hereby expressly designated as third -party beneficiaries of CONTRACTOR's performance under this Agreement. 2. RECITALS. 2.1 WHEREAS, COMMISSION is a California County Transportation Commission existing under the authority of Section 130050 et seq. of the California Public Utilities Code; 2.2 WHEREAS, COMMISSION is authorized, pursuant to Section 2550 et seq. of the California Streets and Highways Code, to act as SAFE for purposes of providing a motorist aid system, including provision of freeway service patrols; 2.3 WHEREAS, SAFE requires the services of a CONTRACTOR to provide the freeway service patrol professional services as described in the Scope of Services; 2.4 WHEREAS, SAFE has determined that CONTRACTOR is best qualified to perform the required services; 2.5 WHEREAS, the CONTRACTOR is able and willing to perform the required services under the terms and conditions of this Contract; APPENDIX B - 1 355 2.6 WHEREAS, COMMISSION is the short range transportation planning agency for Riverside County, and programs federal, state, and local funds. COMMISSION has entered into a Memorandum of Understanding with Caltrans and CHP to fund peak period freeway service patrols on selected freeway segments in Riverside County; and 2.7 WHEREAS, Section 21718 (a) of the California Vehicle Code specifically authorized CHP to be responsible for freeway service patrols stopping on freeways for the purpose of rapid removal of impediments to traffic. Article 3, Section 91, of the Streets and Highways Code, states that Caltrans has responsibility to improve and maintain the state highways. Caltrans also has the responsibility for traffic management and removing impediments from the highways. NOW, THEREFORE, for the consideration hereinafter stated, SAFE and CONTRACTOR agree as follows: 3. TERMS. 3.1 General Scope of Services. The purpose of the Freeway Service Patrol ("FSP") program is to provide for the rapid removal of disabled vehicles and vehicles involved in minor accidents from the freeway. Contractor promises and agrees to furnish to SAFE all labor materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately provide the FSP services ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state, and federal laws, rules and regulations, and the SOP manual (as defined below). 3.1.1. Contract Oversight. Caltrans and CHP will jointly oversee the Services. Both agencies will have responsibility for overseeing Service performance and ensuring that the CONTRACTOR abides by the terms of this Contract. CHP is responsible for dispatch services to incident locations within the CONTRACTOR's patrol limits. The dispatching will be done in accordance with this Contract. A Standard Operating Procedures ("SOP") manual will be given to the CONTRACTOR explaining the types of incidents to which his/her operators may be dispatched. 3.1.2 Beat Descriptions. The FSP will operate on selected freeway segments referred to herein as "beats". Each beat has specific turnaround locations and designated drop locations identified by the CHP. Exhibit "A" shows the specific limits, number of tow trucks, number of back-up trucks and hours of operation, and holidays for the CONTRACTOR's specific beat. SAFE reserves the right to add or delete holidays to the work schedule, provided that SAFE provides CONTRACTOR seven (7) days advanced notice of such addition or deletion. Travel time to and from the beat will be at the expense of the CONTRACTOR. APPENDIX B - 2 356 3.1.3 Change Orders. At any time during the term of this Contract, SAFE reserves the right to adjust beat specifications to better accommodate demand for the Services, at no cost to SAFE. SAFE may direct such adjustments during the course of this Contract through written change orders, signed by SAFE, setting forth any changes to Exhibit "A". Changes may include a change of the specified beat(s) to other beats that SAFE determines better serve the needs of SAFE, as well as changes to schedules and hours for the beats set forth in Exhibit "A". If warranted, as determined in SAFE's sole discretion, and during the hours of operation of the Services, the CONTRACTOR may be requested to temporarily reassign his/her FSP operators/trucks to locations outside the assigned beat. Such reassignments shall be at no cost to SAFE. 3.1.4. The SOP Manual. To promote a safe work environment and for the maintenance of professionalism, the most current version of the SOP manual shall, at all times, be followed by the CONTRACTOR and its vehicle operators. The SOP manual, as such manual may from time to time be amended, is incorporated into this Contract by reference. CONTRACTOR shall be notified and provided with a copy of any changes to the SOP manual. Drivers found not to be in compliance with FSP procedures, as set forth in the SOP manual or this Contract, may be suspended or terminated from the FSP program and the CONTRACTOR may be fined three (3) times the hourly Contract rate in one (1) minute increments until a replacement vehicle is provided (Driver and Truck must return to beat compliant with all FSP requirements), or fined for the entire shift at three (3) times the hourly rate at the discretion of the FSP Field Supervisors. 3.2 Equipment Requirements. CONTRACTOR shall comply with all equipment requirements outlined in the attached Exhibit "A". 3.3 Commencement of Services. The CONTRACTOR shall commence work upon receipt of a written Notice to Proceed from SAFE. 3.4 Term. The term of this Contract shall be from January 1, 2017 ("Effective Date") through December 31, 2019 unless earlier terminated as provided herein. SAFE, at its sole discretion, may renew this Contract for a total of one (1) separate two-year term, based on the option -year rate. SAFE shall also have the right to renew this Contract from one month up to a one year term after the initial term by providing notice as provided below. SAFE must provide written notice to CONTRACTOR no less than ninety (90) days prior to the end of the applicable term, indicating its renewal of the Contract. CONTRACTOR shall complete the Services within the term of this Contract, and shall meet any other established schedules and deadlines. All applicable indemnification provisions of this Contract shall remain in effect following the termination of this Contract. If SAFE, at its sole discretion, renews this Contract for one or both of the additional separate one year terms as provided, the option -year rates shall be as follows: APPENDIX B - 3 357 SCHEDULE OF HOURLY RATES Classification Option Years Hourly Rate Contract $ X per hour 3.5 SAFE's Representative. SAFE hereby designates the SAFE Executive Director or his or her designee, to act as its Representative for the performance of this Contract ("SAFE's Representative"). SAFE's Representative shall have the authority to act on behalf of SAFE for all purposes under this Contract. SAFE's Representative shall also review and give approval, as needed, to the details of CONTRACTOR's work as it progresses. CONTRACTOR shall not accept direction or orders from any person other than the SAFE's Representative or his or her designee. 3.6 CONTRACTOR'S Representative. CONTRACTOR hereby designates [INSERT NAME, TITLE], to act as its representative for the performance of this Contract ("CONTRACTOR's Representative"). CONTRACTOR's Representative shall have full authority to act on behalf of CONTRACTOR for all purposes under this Contract. The CONTRACTOR's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Contract. CONTRACTOR shall work closely and cooperate fully with SAFE's Representative and any other agencies which may have jurisdiction over or an interest in the Services. CONTRACTOR's Representative shall be available to the SAFE staff at all reasonable times. Any substitution in CONTRACTOR's Representative shall be approved in writing by SAFE's Representative. 3.7 Substitution of Key Personnel. CONTRACTOR has represented to SAFE that certain key personnel will perform and coordinate the Services under this Contract. Should one or more of such personnel become unavailable, CONTRACTOR may substitute other personnel of at least equal competence upon written approval by SAFE's Representative. In the event that SAFE's Representative and CONTRACTOR cannot agree as to the substitution of the key personnel, SAFE shall be entitled to terminate this Contract for cause, pursuant to the provisions of Section 3.15. The key personnel for performance of this Contract are: [LIST NAMES AND TITLES]. 3.7.1 Availability of FSP Manager. Except in the case of unpreventable circumstances, the FSP Manager must be available at the CONTRACTOR's office for at least 50% of each Work Day to address time sensitive issues related to this Contract or the Services, including, but not limited to, FSP administrative responsibilities; SAFE, CHP, and Caltrans requests; driver matters; and truck maintenance issues. CONTRACTOR shall, within 24 hours, notify SAFE of each circumstance causing the FSP Manager not to be available as required herein. As used in this section, the term "Work Day" shall mean and refer to any day that FSP service is provided, during those hours of operation for Construction FSP as identified on the attached Exhibit "A-1 ". APPENDIX B - 4 358 3.8 Review of Work and Deliverables. All reports, working papers, and similar work products prepared for submission in the course of providing Services under this Contract may be required to be submitted to SAFE's Representative in draft form, and SAFE's Representative may require revisions of such drafts prior to formal submission and approval. In the event that SAFE's Representative, in his or her sole discretion, determines the formally submitted work product to be inadequate, SAFE's Representative may require CONTRACTOR to revise and resubmit the work at no cost to SAFE. Upon determination by SAFE that CONTRACTOR has satisfactorily completed the Services required under this Contract and within the term set forth in Section 3.4, SAFE shall give CONTRACTOR a written Notice of Final Completion. Upon receipt of such notice, CONTRACTOR shall incur no further costs hereunder, unless otherwise specified in the Notice of Completion. CONTRACTOR may request issuance of a Notice of Final Completion when, in its opinion, it has satisfactorily completed all Services required under the provisions of this Contract. 3.9 Appearance at Hearings. If and when required by SAFE, CONTRACTOR shall render assistance at public hearings or other meetings related to the performance of the Services. 3.10 Standard of Care: Licenses. CONTRACTOR represents and maintains that it is skilled in the professional calling necessary to perform all Services, duties and obligations required by this Contract. CONTRACTOR shall perform the Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. CONTRACTOR warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. CONTRACTOR further represents and warrants to SAFE that its employees and subcontractors have all licenses, permits, qualifications (including medical certification) and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Contract. CONTRACTOR shall perform, at its own cost and expense and without reimbursement from SAFE, any services necessary to correct errors or omissions which are caused by the CONTRACTOR's failure to comply with the standard of care provided for herein, and shall be fully responsible to SAFE for all damages and other liabilities provided for in the indemnification provisions of this Contract arising from the CONTRACTOR's errors and omissions. Any employee of CONTRACTOR or its subcontractors who is determined by SAFE to be uncooperative, incompetent, a threat to the adequate or timely completion of the Services, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to SAFE, shall be promptly removed from performing the Services by the CONTRACTOR and shall not be re-employed to perform any of the Services. 3.11 Opportunity to Cure. SAFE may provide CONTRACTOR an opportunity to cure, at CONTRACTOR's expense, all errors and omissions which may be disclosed during performance of the Services. Should CONTRACTOR fail to make such correction in a timely manner, such correction may be made by SAFE, and the cost thereof charged to CONTRACTOR. APPENDIX B - 5 359 3.12 Inspection of Work. CONTRACTOR shall allow SAFE's Representative to inspect or review CONTRACTOR's performance of Services in progress at any time. SAFE/Caltrans/CHP also reserves the right to audit all paperwork demonstrating that CONTRACTOR participates in an employee alcohol/drug-testing program and the DMV Pull Notice Program. 3.13 Laws and Regulations. CONTRACTOR shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Services, including all Cal/OSHA requirements, and shall give all notices required by law. CONTRACTOR shall be solely liable for all violations of such laws and regulations in connection with Services. If the CONTRACTOR performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to SAFE, CONTRACTOR shall be solely responsible for all costs arising therefrom. CONTRACTOR shall defend, indemnify and hold SAFE, their officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Contract, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.14 Damage Complaints. Upon receiving a damage complaint from a motorist assisted by the CONTRACTOR, that the CONTRACTOR damaged their vehicle while lending assistance, the CONTRACTOR shall notify CHP immediately regarding the nature of the damage complaint and its disposition. The CONTRACTOR shall reply to the motorist by telephone within twenty-four (24) hours of receiving the damage complaint notification. If necessary, the CONTRACTOR shall send either his or her authorized representative or his or her insurance company representative to inspect the vehicle and complete an incident report within forty-eight (48) hours after receiving the damage complaint. If the investigation shows that damage to the vehicle could have been caused by the CONTRACTOR, the CONTRACTOR shall negotiate in good faith to try and resolve the issue and shall report to the CHP the result of the negotiations. All complaints shall be resolved within a reasonable period of time after being received. 3.14.1 Complaint Review Committee. The FSP Technical Advisory Committee ("FSP TAC") is composed of voting members from CHP, SAFE and Caltrans. Voting members of the FSP TAC are hereby designated as the members of the Damage Complaint Review Committee ("DCRC"). If the DCRC finds that justifiable complaints are not resolved within a reasonable time frame, it can recommend that payment to the CONTRACTOR in the amount of the damage claim may be deducted from the CONTRACTOR's monthly invoice. 3.15 Termination. 3.15.1 Notice; Reason. SAFE may, by written notice to CONTRACTOR, terminate this Contract, in whole or in part, including, without limitation, the geographical territory covered by this Contract, at any time by giving written notice to CONTRACTOR of such termination, and specifying the effective date thereof ("Notice of Termination"). Such APPENDIX B - 6 360 termination may be for SAFE's convenience or because of CONTRACTOR's failure to perform its duties and obligations under this Contract, including, but not limited to, the failure of CONTRACTOR to timely perform Services pursuant to the Scope of Services described in Section 3, entitled "Terms," as well as Section 7 of the RFP. CONTRACTOR may not terminate this Contract except for cause. 3.15.2 Discontinuance of Services. Upon receipt of the written Notice of Termination, CONTRACTOR shall discontinue all affected Services as directed in the Notice of Termination, and deliver to SAFE all Documents and Data, as defined in this Contract, as may have been prepared or accumulated by CONTRACTOR in performance of the Services, whether completed or in progress. 3.15.3 Effect of Termination For Convenience. If the termination is to be for the convenience of SAFE, SAFE shall compensate CONTRACTOR for Services fully and adequately provided through the effective date of termination as provided in the Notice of Termination. Such payment shall include a pro -rated amount of profit, if applicable, up through such effective date, but no amount shall be paid for anticipated profit on unperformed Services past such effective date. CONTRACTOR shall provide documentation deemed adequate by SAFE's Representative to show the Services actually completed by CONTRACTOR prior to the effective date of termination. This Contract shall terminate on the effective date of the Notice of Termination. 3.15.4 Effect of Termination for Cause. If the termination is for cause, CONTRACTOR shall be compensated for those Services which have been fully and adequately completed and accepted by SAFE as of the effective date of termination as provided in the Notice of Termination. In such case, SAFE may take over the work and prosecute the same to completion by contract or otherwise. Further, CONTRACTOR shall be liable to SAFE for any reasonable additional costs or damages incurred to revise work for which SAFE has compensated CONTRACTOR under this Contract, but which SAFE has determined in its sole discretion needs to be revised, in part or whole. Termination of this Contract for cause may be considered by SAFE in determining whether to enter into future contracts with CONTRACTOR. 3.15.5 Cumulative Remedies. The rights and remedies of the Parties provided in this Section are in addition to any other rights and remedies provided by law or under this Contract. 3.15.6 Procurement of Similar Services. In the event this Contract is terminated, in whole or in part, as provided by this Section, SAFE may procure, upon such terms and in such manner as it deems appropriate, services similar to those terminated. 3.15.7 Waivers. CONTRACTOR, in executing this Contract, shall be deemed to have waived any and all claims for damages which may otherwise arise from SAFE's termination of this Contract, for convenience or cause, as provided in this Section. APPENDIX B - 7 361 3.15.8 Authorization to Terminate. The Executive Director of SAFE shall have the full authority and discretion to exercise SAFE's rights under this Section 3.15, entitled "Termination". 3.16 Trend Meetings. CONTRACTOR shall attend, or send a designated management -level representative, to all trend meetings (i.e. required FSP TAC meeting which meets every other month). These trend meetings will encompass focused and informal discussions concerning, but not limited to: scope, Services, schedule, current progress of Services, relevant cost issues, and future objectives. CONTRACTOR shall be responsible for having a representative attend all meetings (i.e. FSP TAC meetings) that has the ability to make management -level decisions on the behalf of the CONTRACTOR. If the CONTRACTOR cannot have a management -level representative at a meeting, CONTRACTOR shall notify SAFE and CHP prior to the meeting. Management -level attendance at these meetings shall be considered part of the CONTRACTOR's contractual responsibility. Meetings are scheduled, and CONTRACTOR will be notified of such schedule, no later than three (3) working days prior to the meeting. 3.17 Fees and Payment. 3.17.1 Amount to be Paid. Subject to the provisions set forth below for Services satisfactorily performed hereunder, SAFE shall pay the CONTRACTOR on a Time and Materials basis a ceiling price NOT TO EXCEED DOLLARS ($ )• 3.17.2 Maximum Payment is the Ceiling Price. SAFE shall not be obligated to pay costs which exceed the ceiling price set forth above, except as provided in Sections 3.15 and 3.17.10. CONTRACTOR agrees to use its best efforts to perform the services and all obligations under this Contract within such ceiling price. 3.17.3 Hourly Rate. For its performance of the Services, the CONTRACTOR shall be paid for labor expended directly in the performance of the Services at the rates specified below. The CONTRACTOR shall not be entitled to reimbursements for any expenses unless approved in advance in writing. SCHEDULE OF HOURLY RATES Classification Hourly Rate Contract — tow truck operators Hourly rates may be adjusted as set forth in Chapter 9, Violations/Penalties, of the FSP Standard Operating Procedures (SOP). 3.17.4 Payment Coverage. The compensation herein above specified will cover and include all applicable labor surcharges such as taxes, insurance and fringe benefits, as well as indirect costs, overhead, general and administrative expense, and profit. APPENDIX B - 8 362 3.17.5 Cost Principles. A) CONTRACTOR agrees to comply with 2 CFR, Part 225, Cost Principles for State and Local Government, and 49 CFR, Part 18, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments. B) CONTRACTOR agrees that 1) Contract Cost Principles and Procedures, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31, et seq., shall be used to determine the allowability of individual cost items, and 2) CONTRACTOR shall comply with Federal administrative procedures in accordance with 49 CFR, Part 18, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments. C) Any costs for which CONTRACTOR has received payment or credit that are determined by subsequent audit to be unallowable under 2 CFR, Part 225, 48 CFR, Chapter 1, Part 31 or 49 CFR, Part 18, are subject to repayment by CONTRACTOR to SAFE. Should CONTRACTOR fail to reimburse moneys due SAFE within 30 days of demand, or within such other period as may be agreed in writing between the Parties hereto, SAFE is authorized to intercept and withhold future payments due CONTRACTOR from SAFE or any third -party source, including, but not limited to, the State Treasurer, the State Controller, and the California Transportation Commission. 3.17.6 Fines. Fines for starting late; leaving early; taking more than 15-minutes worth of breaks per 3-hour shift; or being ordered out of service by a CHP or Caltrans supervisor for Contract infractions shall be deducted from the CONTRACTOR's monthly invoice at three (3) times the hourly rate. Fines may be further described in the attached Exhibit "B". 3.17.7 Accounting System. CONTRACTOR and its subcontractors shall establish and maintain an accounting system and records that properly accumulate and segregate expenditures by line item for the Services. The accounting system of CONTRACTOR and its subcontractors shall conform to Generally Accepted Accounting Principles (GAAP), enable the determination of incurred costs at interim points of completion, and provide support for reimbursement payment vouchers or invoices. 3.17.8 Invoices. Invoices for CONTRACTOR's Services shall be submitted monthly on forms approved by SAFE. Invoices will be routinely verified by CHP. To ensure prompt payment, most billing disputes may be resolved within ten (10) working days of written notice of dispute. However, at SAFE's discretion, reconciliation of disputed fines that sum to less than 2% of the months' Invoice may be corrected on the next month's Invoice to ensure prompt payment of the major portion of the invoice. Each Invoice shall include a cover sheet bearing a certification as to the accuracy of the statement signed by the CONTRACTOR's authorized officer. APPENDIX B - 9 363 3.17.8.1 Monthly Progress Reports. As part of its Invoice, CONTRACTOR shall submit a Monthly Progress Report, in a form determined by SAFE, which will cover the Invoice period and include spreadsheets showing hours expended for each day of the month per vehicle per beat, and the total for the term of the Contract to date. Submission of such Monthly Progress Report by CONTRACTOR shall be a condition precedent to receipt of payment from SAFE for each monthly Invoice submitted. 3.17.8.2 Payment Schedule. Invoice periods shall be based upon a calendar month, beginning with the first day of the month. SAFE shall reimburse CONTRACTOR for Services adequately provided under this Contract within thirty (30) days of receiving the current period invoice with no errors. If the Invoice is completed incorrectly by the CONTRACTOR it will delay payment. If SAFE fails to pay any amount owed to CONTRACTOR under this Contract within thirty (30) days after receipt of the invoice, CONTRACTOR may give SAFE a notice of failure to pay which shall set forth the invoice(s) and amount(s) which CONTRACTOR believes are thirty (30) days overdue. SAFE shall pay any undisputed invoice(s) and amount(s) within thirty (30) days of receipt of a notice of failure to pay. 3.17.9 Right to Audit. For the purpose of determining compliance with this Contract and other matters connected with the performance of CONTRACTOR's contracts with third parties, CONTRACTOR and its subcontractors shall each maintain and make available for inspection all books, documents, papers, accounting records, and other evidence pertaining to the performance of such contracts, including, but not limited to, the costs of administering those various contracts. All of the above referenced parties shall make such materials available at their respective offices at all reasonable times for three years from the date of final payment of Funds to CONTRACTOR. SAFE, the State of California acting through the Department of Transportation or its duly authorized representative, the California State Auditor, or the United States Department of Transportation shall each have access to any books, records, and documents that are pertinent for audits, examinations, excerpts, and transactions, and CONTRACTOR shall furnish copies thereof if requested. 3.17.10 Taxes. CONTRACTOR shall pay any sales, use, or other taxes, if any, attributable to the provision of the Services. 3.17.11 Travel and Subsistence. Payments to CONTRACTOR for travel and subsistence expenses claimed for reimbursement or applied as local match credit shall not exceed rates authorized to be paid exempt non -represented State employees under current State Department of Personnel Administration (DPA) rules. If the rates invoiced are in excess of those authorized DPA rates, then CONTRACTOR is responsible for the cost difference and any overpayments shall be reimbursed to SAFE on demand. 3.17.12 Employment Adverse to the SAFE. CONTRACTOR shall notify SAFE, and shall obtain SAFE's written consent, prior to accepting work to assist with or participate in a third -party lawsuit or other legal or administrative proceeding against SAFE during the term of this Contract. APPENDIX B - 10 364 3.17.13 Extra Work. At any time during the term of this Contract, SAFE may request CONTRACTOR to perform Extra Work. "Extra Work" shall mean any work which is determined by SAFE to be necessary for proper completion of the Services, but which the Parties did not reasonably anticipate would be necessary at the time of the execution of this Contract and was not included in the Scope of Services. Extra Work, if any, shall be reimbursed at the same hourly rate as identified in Section 3.17.3. CONTRACTOR shall not perform, nor be compensated for Extra Work without obtaining authorization in the form of a written Extra Work Order issued by SAFE's Representative. For instance, Construction FSP services as it relates to construction activity can be considered Extra Work. In the event an Extra Work Order is not issued and signed by SAFE's Representative, CONTRACTOR shall not provide such Extra Work. However, no compensation or reimbursement for Extra Work shall be paid if it is not authorized by SAFE and if the cumulative total of such Extra Work under the Contract exceeds $25,000. All Extra Work in a cumulative total in excess of $25,000 must be approved in advance by amendment to this Contract. 3.17.13.1 Extra Work Cancellation Policy. If a tow operator is scheduled for Extra Work and they are notified of a cancellation with LESS than a 24 hour notice — then the tow operator will be reimbursed for three (3) hours of the agreed upon contract hourly rate. Note: The minimum of the three (3) hours should cover eight hours of the drivers' hourly wage. Starting with "Less than a 24 hour cancellation notice" up to the time the tow operator is on the assigned Extra Work Beat, the "three contract hour cancellation rate" remains the same. Once the tow operator is on the Extra Work Beat, the cancellation policy changes. If a tow operator begins the Extra Work (the truck is on the Beat) and is then notified that Extra Work has been cancelled, the FSP operator will be paid for the entire shift period up to a maximum of eight (8) hours. A shift period for this policy is defined as: the time period of the actual Extra Work shift assigned or for a maximum of eight (8) contract hours, whichever is less. The supervising FSP CHP Officer for the Extra Work shift will make the final determination as to whether or not the tow operator will continue to work the Extra Work shift. Regardless, the tow operator will be reimbursed for the original shift period or a maximum or eight (8) hours, whichever is less. 3.17.14 Most Favored Customer. CONTRACTOR agrees that, throughout the term of this Contract, it shall not enter into any FSP services agreement with any government agency with whom it has either existing contractual relationship or has no contractual relationship that predates this Contract, pursuant to which CONTRACTOR agrees to charge FSP services fees less than those as indicated in this Contract for substantially the same level of FSP services contemplated by this Contract. Should SAFE establish that such lower fees have been agreed to by CONTRACTOR with another government agency, CONTRACTOR agrees to renegotiate the fees or to refund SAFE an amount equal to the difference between the fees indicated in this Contract and the fees charged to other government agency customer. APPENDIX B - 11 365 3.18 Delay in Performance. 3.18.1 Excusable Delays. Neither Party shall be considered in default in the performance of its obligations to the extent that the performance of any such obligation is prevented or delayed by an Excusable Delay. Should CONTRACTOR be delayed or prevented from the timely performance of any act or Services required by the terms of the Contract by an Excusable Delay, Contractor's schedule for completion of tasks affected by such delay may be extended as set forth in Section 3.18.2. But in every case, CONTRACTOR's failure to perform must be reasonably beyond the control, and without the fault or negligence of the CONTRACTOR. Excusable Delays are acts of God or of the public enemy, acts or omissions of SAFE or other governmental agencies in either their sovereign or contractual capacities, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes or unusually severe weather. 3.18.2 Written Notice. If CONTRACTOR believes it is entitled to an extension of time due to conditions set forth in subsection 3.18.1, CONTRACTOR shall provide written notice to the SAFE within seven (7) working days from the time CONTRACTOR knows, or reasonably should have known, that performance of the Services will be delayed due to such conditions. Failure of CONTRACTOR to provide such timely notice shall constitute a waiver by CONTRACTOR of any right to an excusable delay in time of performance. 3.18.3 Mutual Contract. Performance of any Services under this Contract may be delayed upon mutual agreement of the Parties. Upon such agreement, CONTRACTOR's Schedule of Services (as defined in their Proposal) shall be extended as necessary by SAFE. CONTRACTOR shall take all reasonable steps to minimize delay in completion, and additional costs, resulting from any such extension. 3.19 Status of CONTRACTOR/Subcontractors. 3.19.1 Independent Contractor. The Services shall be performed by CONTRACTOR or under its supervision. CONTRACTOR will determine the means, methods and details of performing the Services subject to the requirements of this Contract. SAFE retains CONTRACTOR on an independent contractor basis and not as an employee, agent or representative of the SAFE. CONTRACTOR retains the right to perform similar or different services for others during the term of this Contract. Any additional personnel performing the Services under this Contract on behalf of CONTRACTOR shall at all times be under CONTRACTOR's exclusive direction and control. CONTRACTOR shall pay all wages, salaries and other amounts due such personnel in connection with their performance of Services and as required by law. CONTRACTOR shall be responsible for all reports and obligations respecting such personnel, including but not limited to, social security taxes, income tax withholdings, unemployment insurance, disability insurance, and workers' compensation insurance. 3.19.2 Assignment or Transfer. CONTRACTOR shall not assign, hypothecate, or transfer, either directly or by operation of law, this Contract or any interest APPENDIX B - 12 366 herein, without the prior written consent of SAFE. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. Notwithstanding the foregoing, SAFE may transfer or assign any and all of its rights and obligations under this Contract, including, without limitation the rights to terminate this Contract, as assigned, pursuant to Section 3.15 hereof. 3.19.3 Subcontracting. CONTRACTOR shall not subcontract any portion of the work or Services required by this Contract, except as expressly stated herein, including the Scope of Services, without prior written approval of the SAFE. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Contract. SAFE shall have no liability to any subconsultant(s) for payment for services under this Contract or other work performed for CONTRACTOR, and any subcontract entered into by CONTRACTOR pursuant to the conduct of services under this Contract shall duly note that the responsibility for payment for the technical services or any other work performed shall be the sole responsibility of CONTRACTOR. 3.20 CONTRACTOR will maintain an inventory of all non -expendable equipment, defined as having a useful life of at least two years and an acquisition cost of $500 or more, paid for with funds provided pursuant to this Contract. 3.21 Ownership of Materials and Confidentiality. 3.21.1 Documents & Data; Licensing of Intellectual Property. All plans, specifications, studies, drawings, estimates, materials, data, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings, spreadsheets, or data magnetically or otherwise recorded on computer diskettes, prepared by or on behalf of CONTRACTOR under this Contract ("Documents and Data"), shall be made available to SAFE at all times during this Contract and shall become the property of SAFE upon the completion of the term of this Contract, except that CONTRACTOR shall have the right to retain copies of all such Documents and Data for its records. Should CONTRACTOR, either during or following termination of this Contract, desire to use any Documents and Data, it shall first obtain the written approval of SAFE. This Contract creates a no -cost, nonexclusive, and perpetual license for SAFE to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in the Documents and Data which are prepared or caused to be prepared by CONTRACTOR under this Contract ("Intellectual Property"). CONTRACTOR shall require all subcontractors to agree in writing that SAFE is granted a no -cost, nonexclusive, and perpetual license for any Intellectual Property the subcontractor prepares under this Contract. CONTRACTOR represents and warrants that CONTRACTOR has the legal right to license any and all Intellectual Property prepared or caused to be prepared by CONTRACTOR under this Contract. SAFE shall not be limited in any way in its use of the Intellectual Property at any time, provided that any such use not within the purposes intended by this Contract shall be at SAFE's sole risk. APPENDIX B - 13 367 3.21.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to CONTRACTOR in connection with the performance of this Contract shall be held confidential by CONTRACTOR to the extent permitted by law, including, without limitation, the California Public Records Act, Government Code section 6250 et seq. Such materials shall not, without the prior written consent of SAFE, be used by CONTRACTOR for any purposes other than the performance of the Services as provided herein. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services, except as provided herein. Nothing furnished to CONTRACTOR which is otherwise known to CONTRACTOR or is generally known, or becomes known, to the related industry shall be deemed confidential. CONTRACTOR shall not use SAFE's name or insignia, photographs, 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 SAFE. 3.22 Indemnification. CONTRACTOR shall indemnify and hold SAFE, COMMISSION, CHP, Caltrans and their directors, officials, officers, agents, contractors, consultants, employees, and volunteers free and harmless from any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or in equity, to property or persons, including wrongful death, in any manner arising out of, or incident to, any acts, omissions, or willful misconduct of the CONTRACTOR, its officials, officers, employees, agents, consultants, and contractors arising out of or in connection with the performance of the Services or this Contract, including without limitation, the payment of all consequential damages and other related costs and expenses. CONTRACTOR shall defend, at CONTRACTOR's own cost, expense and risk, any and all such aforesaid suits, actions, or other legal proceedings of every kind that may be brought or instituted against SAFE, COMMISSION, CHP, Caltrans or their directors, officials, officers, agents, contractors, consultants, employees, and volunteers. CONTRACTOR shall pay and satisfy any judgment, award, or decree that may be rendered against SAFE, COMMISSION, CHP, Caltrans or their directors, officials, officers, agents, consultants, employees, and volunteers, in any such suit, action, or other legal proceeding. CONTRACTOR shall reimburse SAFE, COMMISSION, CHP, Caltrans and their directors, officials, officers, agents, consultants, employees, and volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. CONTRACTOR's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the CONTRACTOR, SAFE, COMMISSION, CHP, Caltrans or their directors, officials, officers, agents, consultants, employees, and volunteers. 3.23 Insurance. 3.23.1 Time for Compliance. CONTRACTOR shall not commence work under this Agreement until it has provided evidence satisfactory to SAFE that it has secured all insurance required under this section, in a form and with insurance companies acceptable to SAFE. In addition, CONTRACTOR shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. APPENDIX B - 14 368 3.23.2 Minimum Requirements. CONTRACTOR shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the CONTRACTOR, its agents, representatives, employees or subcontractors. CONTRACTOR shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001 or exact equivalent); (2) Automobile Liability: Insurance Services Office Business Auto Coverage (form CA 0001, code 1 (any auto) or exact equivalent); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. no less than: (B) Minimum Limits of Insurance. CONTRACTOR shall maintain limits (i) General Liability: Per occurrence: $2,000,000 Project Specific Aggregate: $4,000,000 Products/Completed Operations: $1,000,000 Personal Injury Limit: $1,000,000 (ii) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (iii) Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Practices Liability limits of $1,000,000 per accident. 3.23.3 On -Hook Insurance. CONTRACTOR shall maintain a policy of On -Hook Towing Insurance to include the care, custody or control exposure present while vehicles are being serviced roadside, on -hook, or in a storage yard for not less than one hundred thousand dollars ($100,000). 3.23.4 Insurance Endorsements. The insurance policies shall contain the following provisions, or CONTRACTOR shall provide endorsements on forms approved by SAFE to add the following provisions to the insurance policies: (A) General Liability. 0) Commercial General Liability Insurance must include coverage for (1) bodily Injury and property damage; (2) personal Injury/advertising Injury; (3) APPENDIX B - 15 369 premises/operations liability; (4) products/completed operations liability; (5) aggregate limits that apply per Project; (6) explosion, collapse and underground (UCX) exclusion deleted; (7) contractual liability with respect to this Agreement; (8) broad form property damage; and (9) independent consultants coverage. (ii) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; or (3) contain any other exclusion contrary to this Agreement. (iii) The policy shall give SAFE, COMMISSION, CHP, Caltrans and their directors, officials, officers, employees, and agents insured status using ISO endorsement forms 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (iv) The additional insured coverage under the policy shall be "primary and non-contributory" and will not seek contribution from SAFE, COMMISSION, CHP, or Caltrans insurance or self-insurance and shall be at least as broad as CG 20 01 04 13, or endorsements providing the exact same coverage. (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) SAFE, COMMISSION, CHP, Caltrans and their directors, officials, officers, employees and agents shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the CONTRACTOR or for which the CONTRACTOR is responsible; and (2) the insurance coverage shall be primary insurance as respects SAFE, COMMISSION, CHP, Caltrans and their directors, officials, officers, employees and agents, or if excess, shall stand in an unbroken chain of coverage excess of the CONTRACTOR's scheduled underlying coverage. Any insurance or self-insurance maintained by SAFE, COMMISSION, CHP, Caltrans or their directors, officials, officers, employees and agents shall be excess of the CONTRACTOR's insurance and shall not be called upon to contribute with it in any way. (C) Workers' Compensation and Employers Liability Coverage. 0) CONTRACTOR certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (ii) The insurer shall agree to waive all rights of subrogation against SAFE, its directors, officials, officers, employees and agents for losses paid under the terms of the insurance policy which arise from work performed by the CONTRACTOR. (D) All Coverages. (i) Defense costs shall be payable in addition to the limits set forth APPENDIX B - 16 370 hereunder. (ii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits set forth herein shall be available to SAFE, its directors, officials, officers, employees and agents as additional insureds under said policies. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. (iii) The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of SAFE, COMMISSION, CHP, and Caltrans (if agreed to in a written contract or agreement) before SAFE, COMMISSION, CHP or Caltrans own insurance or self-insurance shall be called upon to protect it as a named insured. The umbrella/excess policy shall be provided on a "following form" basis with coverage at least as broad as provided on the underlying policy(ies). (iv) CONTRACTOR shall provide SAFE at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the CONTRACTOR shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the CONTRACTOR shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to SAFE at least ten (10) days prior to the effective date of cancellation or expiration. (v) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. CONTRACTOR shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. CONTRACTOR shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims -made policy with a retroactive date subsequent to the effective date of this Agreement. (vi) The foregoing requirements as to the types and limits of insurance coverage to be maintained by CONTRACTOR, and any approval of said insurance by SAFE, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the CONTRACTOR pursuant to this Agreement, including but not limited to, the provisions concerning indemnification. (vii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is APPENDIX B - 17 371 canceled and not replaced, SAFE has the right but not the duty to obtain the insurance it deems necessary and any premium paid by SAFE will be promptly reimbursed by CONTRACTOR or SAFE will withhold amounts sufficient to pay premium from CONTRACTOR payments. In the alternative, SAFE may cancel this Agreement. SAFE may require the CONTRACTOR to provide complete copies of all insurance policies in effect for the duration of the Project. (viii) Neither SAFE, COMMISSION, CHP, Caltrans nor any of their directors, officials, officers, employees or agents shall be personally responsible for any liability arising under or by virtue of this Agreement. Each insurance policy required by this Agreement shall be endorsed to state that: 3.23.5 Deductibles and Self -Insurance Retentions. Any deductibles or self -insured retentions must be declared to and approved by SAFE. If SAFE does not approve the deductibles or self -insured retentions as presented, CONTRACTOR shall guarantee that, at the option of SAFE, either: (1) the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects SAFE, its directors, officials, officers, employees and agents; or, (2) the CONTRACTOR shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.23.6 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to SAFE. 3.23.7 Verification of Coverage. CONTRACTOR shall furnish SAFE with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to SAFE. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements must be received and approved by SAFE before work commences. SAFE reserves the right to require complete, certified copies of all required insurance policies, at any time. 3.23.8 Subcontractor Insurance Requirements. CONTRACTOR shall not allow any subcontractors to commence work on any subcontract until they have provided evidence satisfactory to SAFE that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subcontractors shall be endorsed to name SAFE, COMMISSION, CHP and Caltrans as additional insureds using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by CONTRACTOR, SAFE may approve different scopes or minimum limits of insurance for particular subcontractors or subcontractors. 3.23.9 Review of Coverage. SAFE retains the right at any time to review the coverage, form and amount of insurance required herein and may require CONTRACTOR APPENDIX B - 18 372 to obtain additional insurance reasonably sufficient in coverage, form, amount to provide adequate protection against the kind and extent of risk which exists at the time of change in insurance required. 3.23.10 Safety. CONTRACTOR shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the CONTRACTOR shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment, and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.24 Prohibited Interests. 3.24.1 Solicitation. CONTRACTOR maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for CONTRACTOR, to solicit or secure this Contract. Further, CONTRACTOR warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for CONTRACTOR, any fee, percentage, brokerage fee, gift, or other consideration contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, SAFE shall have the right to rescind this Contract without liability. 3.24.2 Conflict of Interest. For the term of this Contract, no member, officer or employee of SAFE, during the term of his or her service with SAFE, shall have any direct interest in this Contract, or obtain any present or anticipated material benefit arising therefrom. 3.24.3 Conflict of Employment. Employment by the CONTRACTOR of personnel currently on the payroll of SAFE shall not be permitted in the performance of this Contract, even though such employment may occur outside of the employee's regular working hours or on weekends, holidays, or vacation time. Further, the employment by the CONTRACTOR of personnel who have been on SAFE payroll within one year prior to the date of execution of this Contract, where this employment is caused by, and or dependent upon, the CONTRACTOR securing this or related Contracts with SAFE, is prohibited. 3.25 Equal Opportunity Employment. CONTRACTOR represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, ancestry, sex, age, disability (including HIV and AIDS), mental disability, medical condition (cancer), marital status, denial of family and medical care leave, or denial of pregnancy disability leave. Such APPENDIX B - 19 373 non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. Employment and Housing Act (Gov. Code Section 12900 et seq.) and the applicable regulations promulgated thereunder (Cal. Admin. Code, Tit. 2, Section 7285.0 et seq.): The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, Sec 12900, set forth in Chapter 5 of Division 4 of Title 2 of the California Administrative Code, Sec 12900, set forth in Chapter 5 of Division 4 of Title 2 of the California Administrative Code are incorporated into this Contract by reference and made a part hereof as if set forth in full. CONTRACTOR shall include the provisions of this Section in all of CONTRACTOR's subcontracts with respect to work under this Agreement, unless exempted by the Regulations. CONTRACTOR shall also comply with all relevant provisions of SAFE's Minority Business Enterprise program, Affirmative Action Plan, or other related SAFE programs or guidelines currently in effect or hereinafter enacted. 3.26 Right to Employ Other CONTRACTORs. SAFE reserves the right to employ other CONTRACTORs in connection with the Services. 3.27 Governing Law. The validity of this Contract and of any of its terms or provisions, as well as the rights and duties of the parties hereunder, shall be governed by and construed with the laws of the State of California. 3.28 Venue. The Parties acknowledge and agree that this Contract was entered into and intended to be performed in Riverside County, California. The Parties agree that the venue for any action or claim brought by any Party will be the Central District of Riverside County. Each Party hereby waives any law or rule of court which would allow them to request or demand a change of venue. If any action or claim concerning this Contract is brought by any third party, the Parties agree to use their best efforts to obtain a change of venue to the Central District of Riverside County. 3.29 Time of Essence. Time is of the essence for each and every provision of this Contract. 3.30 Headings. Article and section headings, paragraph captions, or marginal headings contained in this Contract are for convenience only and shall have no effect in the construction or interpretation of any provision herein. 3.31 Notices. All notices hereunder and communications regarding interpretation of the terms of this Contract or changes thereto shall be given to the respective Parties at the following addresses, or at such other addresses as the respective Parties may provide in writing for this purpose: APPENDIX B - 20 374 CONTRACTOR: SAFE: Name Riverside County Service Authority for Title Freeway Emergencies Address FSP Program City, State Zip P.O. Box 12008 Attn: Riverside, CA 92502-2208 Attn: Brian Cunanan Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. mail, first class postage prepaid, and addressed to the Party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.33 Amendment or Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.34 Entire Contract. This Agreement contains the entire Agreement of the Parties relating to the subject matter hereof and supersedes all prior negotiations, contracts or understandings. 3.35 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.36 No Waiver. Failure of CONTRACTOR to insist on any one occasion upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any rights or powers hereunder at any one time or more times be deemed a waiver or relinquishment of such other right or power at any other time or times. 3.37 Eight -Hour Law. Pursuant to the provisions of the California Labor Code, eight hours of labor shall constitute a legal day's work, and the time of service of any worker employed on the work shall be limited and restricted to eight hours during any one calendar day, and forty hours in any one calendar week, except when payment for overtime is made at not less than one and one-half the basic rate for all hours worked in excess of eight hours per day ("Eight -Hour Law"), unless CONTRACTOR or the Services are not subject to the Eight - Hour Law. CONTRACTOR shall forfeit to SAFE as a penalty, $50.00 for each worker employed in the execution of this Agreement by him, or by any sub -consultant under him, for each calendar day during which such workman is required or permitted to work more than eight hours in any calendar day and forty hours in any one calendar week without such compensation for overtime violation of the provisions of the California Labor Code, unless CONTRACTOR or the Services are not subject to the Eight -Hour Law. APPENDIX B - 21 375 3.38 Subpoenas or Court Orders. Should CONTRACTOR receive a subpoena or court order related to this Agreement, the Services or the Project, CONTRACTOR shall immediately provide written notice of the subpoena or court order to the SAFE. CONTRACTOR shall not respond to any such subpoena or court order until notice to the SAFE is provided as required herein, and shall cooperate with the SAFE in responding to the subpoena or court order. 3.39 Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification and confidentiality obligations, and the obligations related to receipt of subpoenas or court orders, shall survive any such expiration or termination. 3.40 Counterparts. This Agreement may be signed in one or more counterparts, any one of which shall be effective as an original document. 3.41 Incorporation of Recitals. The recitals set forth above are true and correct and are incorporated into this Agreement as though fully set forth herein. 3.42 Conflicting Provisions. In the event that provisions of any attached exhibits conflict in any way with the provisions set forth in this Agreement, the language, terms and conditions contained in this Agreement shall control the actions and obligations of the Parties and the interpretation of the Parties' understanding concerning the performance of the Services. 3.43 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 Section 3.21, Indemnification. 3.44 Consent. Whenever consent or approval of any Party is required under this Contract, that Party shall not unreasonably withhold nor delay such consent or approval. 3.45 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. [Signatures on following page] APPENDIX B - 22 376 SIGNATURE PAGE TO AGREEMENT 16-45-082-00 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first herein written above. RIVERSIDE COUNTY TRANSPORTATION COMMISSION ACTING AS THE RIVERSIDE COUNTY SERVICE AUTHORITY FOR FREEWAY EMERGENCIES [LEGAL STATUS OF CONTRACTOR] By: By: Scott Matas, Chair Name Title APPROVED AS TO FORM: Attest: By: By: Best Best & Krieger LLP, Counsel to the Riverside County Its: Secretary Service Authority for Freeway Emergencies APPENDIX B - 23 377 EXHIBIT "A" Scope of Services APPENDIX B - 24 378 EXHIBIT "B" Compensation and Payment [INSERT FINAL PRICE PROPOSALS FROM CONTRACTOR'S PROPOSAL] APPENDIX B - 25 379 AGENDA ITEM 8 COMMISSIONERS: PLEASE GIVE SPECIAL ATTENTION TO THE BOLD PARAGRAPH IN THIS AGENDA ITEM. RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: September 14, 2016 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Theresia Trevino, Chief Financial Officer THROUGH: Anne Mayer, Executive Director SUBJECT: Termination of Swap and Refunding of 2009 Series A Sales Tax Revenue Bonds BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Receive and file the presentation regarding the termination of the Deutsche Bank (DB) swap and related issuance of the 2016 Series A Sales Tax Revenue Refunding Bonds (2016 Refunding Bonds); 2) Approve the termination of the forward interest rate swap with DB in the currently outstanding notional amount of $63.9 million and at an estimated termination cost of $10.7 million; 3) Approve the refunding of the 2009 Series A Sales Tax Revenue Variable Rate Demand Bonds (2009 Bonds), currently outstanding in the amount of $63.9 million and integrated with the DB swap; 4) Adopt Resolution No. 16-015, "Resolution Authorizing the Issuance and Sale of Not to Exceed $85,000,000 Aggregate Principal Amount of Riverside County Transportation Commission Sales Tax Revenue Refunding Bonds (Limited Tax Bonds), the Refunding of Outstanding Bonds and Commercial Paper, the Execution and Delivery of a Sixth Supplemental Indenture, a Notice of Sale Pursuant to Which Such Bonds Are to Be Sold, an Official Statement and a Continuing Disclosure Agreement, the Publication of a Notice of Intention to Sell, and the Taking of All Other Actions Necessary in Connection Therewith"; 5) Approve the draft Official Statement for the issuance of not to exceed $85 million in 2016 Refunding Bonds and authorize the Executive Director to approve and execute the printing and distribution of the final Official Statement; 6) Approve the draft Continuing Disclosure Agreement related to the 2016 Refunding Bonds between the Riverside County Transportation Commission and Digital Assurance Certification, L.L.C., as dissemination agent, and authorize the Executive Director to approve and execute the final Continuing Disclosure Agreement; Agenda Item 8 380 7) Approve the draft Sixth Supplemental Indenture for the 2016 Refunding Bonds between the Riverside County Transportation Commission and U.S. Bank National Association (US Bank), as Trustee, and authorize the Executive Director to approve and execute the final Sixth Supplemental Indenture; 8) Approve the draft Official Notice of Sale for the 2016 Refunding Bonds and authorize the Chief Financial Officer to approve and execute the final Official Notice of Sale; 9) Authorize the Chief Financial Officer to receive bids for the 2016 Refunding Bonds and award such bonds to the highest responsible bidder resulting in the lowest true interest cost; 10) Approve the estimated costs of issuance of $375,000 to be paid from the bond proceeds; 11) Award Agreement No. 17-19-006-00 with Riverside Risk Advisors LLC (Riverside Risk) for specialized swap advisory services related to the termination of the DB swap through October 31, 2016, in the amount of $11,000, plus a contingency amount of $4,000, for a total amount not to exceed $15,000; 12) Approve Agreement No. 04-19-029-10, Amendment No. 10 to Agreement No. 04-19-029-00, with Fieldman Rolapp & Associates, Inc. (Fieldman) for financial advisory services related to the termination of the DB swap and issuance of the 2016 Refunding Bonds for an additional amount not to exceed $70,000; 13) Approve Agreement No. 05-19-510-11, Amendment No. 11 to Agreement No. 07-31-14-00, with Orrick, Herrington, & Sutcliffe LLP (Orrick) for bond counsel services related to the termination of the DB swap and issuance of the 2016 Refunding Bonds for an additional amount of $115,000 and a total amount not to exceed $1,975,000; 14) Approve Agreement No. 09-19-072-10, Amendment No. 10 to Agreement No. 09-19-072-00, with Norton Rose Fulbright US LLP (Norton Rose) for disclosure counsel services related to the termination of the DB swap and issuance of the 2016 Refunding Bonds for an additional amount of $57,500 and a total amount not to exceed $637,600; and 15) Approve the revised Debt Management Policy. BACKGROUND INFORMATION: At its July meeting, the Commission received a staff report from regarding an interest rate swap with DB that is integrated with the 2009 Bonds, Series A and directed staff to continue to evaluate financing options related to the swap. The current situation is summarized below: • In May, Moody's Investors Service (Moody's) lowered DB's long-term rating to Baa2, which downgrade resulted in the occurrence of an additional termination event under the swap agreement. This downgrade was the second downgrade by Moody's in 2016. • The swap was not assigned to another qualified counterparty by DB by July 7, and the Commission gave notice to DB to reserve its rights to terminate the swap. • A valuation of the DB swap as of August 11, results in a Commission liability of approximately $10.7 million and is subject to change based on interest rate changes. • Staff, in consultation with Fieldman and Orrick, considered the options regarding the swap that were presented at the July Commission meeting and recommends: Agenda Item 8 381 o Termination of the DB swap, which has a current outstanding notional amount of $63.9 million; o Payment of a negotiated termination settlement amount using available commercial paper or other debt proceeds; and o Issuance of the 2016 Refunding Bonds at a fixed interest rate to refund Series A of the 2009 Bonds, finance or refinance the swap termination payment, refund all or a portion of the currently outstanding commercial paper, and pay costs of issuance. While authorized in Resolution No. 06-015 adopted in July 2006, and pertaining to the forward interest rate swaps transaction, the Executive Director has not yet sent a notice of termination to DB. It appears to be in the Commission's best interest to terminate the DB swap at a date on or closer to the issuance of the 2016 Refunding Bonds, as the DB swap will continue to serve as a hedge against a change in interest rates in connection with the future debt issuance. The currently outstanding amount of the 2009 Bonds, Series A and commercial paper are $63.9 million and $20 million, respectively. It is anticipated that 2016 Refunding Bonds would include refunding only the portion of commercial paper used to pay the swap termination payment. It is estimated the projected refunding would absorb about 75 percent of the swap termination cost. Staff and Fieldman have commenced negotiations with DB in order to achieve the lowest termination settlement cost to the Commission. Due to the specialized nature of interest rate swaps, it has been suggested the Commission engage a firm with extensive swap experience to ensure the termination settlement was based on a fair market level based on independently verified information. Staff reviewed the qualifications and experience of Riverside Risk, which is based in New York and serves clients across various industries across the world. Due to the time -sensitive nature of a swap termination and issuance of refunding bonds, staff recommends a sole source award to Riverside Risk for swap advisory services in the amount of $11,000, plus a contingency of $4,000 related to potential regulatory filings and other matters, for a total amount not to exceed $15,000. Plan of Finance The proposed 2016 Refunding Bonds are fixed rate, 13-year bonds with a final maturity of June 2029. Since the issuance of the refunding bonds is not considered a complex transaction requiring significant financial development and modeling, staff recommends a competitive bid debt sales process in accordance with the Commission's debt policy. Another alternative is to select an underwriter from the Commission's pool of qualified underwriters to participate in a negotiated debt sales process. The current pool was established in April 2015, and underwriters from that pool are participating in the plan of finance for the Interstate 15 Express Lanes project, which is expected to result in the issuance of bonds on a negotiated sale basis. In a competitive bid process, the Chief Financial Officer will instruct Fieldman, as the Commission's financial advisor, to deliver a preliminary official statement and notice of sale to Agenda Item 8 382 prospective underwriters and buyers that clearly states the location, time, and requirements of the bid. Following the deadline to submit bids for the purchase of the 2016 Refunding Bonds, the Chief Financial Officer and Fieldman will determine the highest responsible bidder resulting in the lowest true interest cost. Staff and Fieldman will work closely with the successful underwriter(s) to prepare and deliver the final official statement of closing. Staff recommends the Commission authorize the Chief Financial Officer to receive bids for the 2016 Refunding Bonds and award such bonds to the highest responsible bidder resulting in the lowest true interest cost. The financing team that participated in the development of this proposed plan of finance and related documents is comprised of the following key members: • Financial Advisor: Fieldman • Bond Counsel: Orrick • Disclosure Counsel: Norton Rose • General Counsel: Best Best & Krieger LLP • Trustee: US Bank In June, Commission representatives made presentations to Standard & Poor's Rating Service (S&P) and Fitch Ratings (Fitch) on the Commission, its sales tax revenues and related debt, and the 91 Project and related debt. Draft documents for the issuance of the 2016 Refunding Bonds were submitted to these rating agencies in mid -August in order to obtain updated long-term debt ratings on the Commission's sales tax revenue debt. Ratings are expected prior to the September Commission meeting. The proposed documents for this transaction will continue to be reviewed and revised for any matters that arise as a result of the rating agency reviews and other matters. The preliminary official statement is expected to be posted on September 16, and the competitive sale of bonds is scheduled for September 28. Closing of this financing transaction is expected by October 12. The drafts of the documents for the proposed 2016 Refunding Bonds are attached for the Commission's adoption or approval and consist of the following: • Resolution No. 16-015 (draft) authorizing the issuance and sales of a not to exceed amount of $85 million of sales tax revenue refunding bonds; the refunding of outstanding bonds and commercial paper; the execution and delivery of a supplemental indenture, notice of sale, official statement and continuing disclosure agreement, publication of a notice of intention to sell; and the taking of all other actions necessary in connection with this transaction (Attachment 1); • Official Statement (draft) for the 2016 Refunding Bonds (Attachment 2) and continuing disclosure agreement (draft) between the Commission and the dissemination agent for the 2016 Refunding Bonds (Attachment 3); • Sixth Supplemental Indenture (draft) between the Commission and the trustee regarding the terms and conditions of the issuance of the proposed 2016 Refunding Bonds (Attachment 4); and Agenda Item 8 383 " Official Notice of Sale (draft) to be distributed in connection with the competitive sale process (Attachment 5). Staff recommends the Commission also approve revisions to the debt management policy (Attachment 10) primarily related to outstanding debt updates, financial advisor requirements, new issuance cash flow analysis clarification, refunding opportunities including current refundings, and fixed rate versus variable rate debt clarification. Additionally, staff recommends approval of the estimated costs of issuance of $375,000 for the 2016 Refunding Bonds, as well as the execution of related agreements or amendments to agreements as the termination of the swap and the issuance of refunding bonds were not anticipated in the FY 2016/17 budget and/or there is not sufficient capacity in existing agreements for the additional fees. At its July meeting, however, the Commission did approve a $400,000 budget adjustment to increase the budget for professional services, as well as a $10.7 million budget adjustment to increase the budget for debt service related to the swap termination cost. The costs of issuance are summarized below: Role/Purpose Amount Agreement or Amendment, if required Bond counsel $ 115,000 07-31-164-11 Disclosure counsel 57,500 09-19-072-10 General counsel 20,000 N/A Financial advisor 70,000 04-19-029-10 Swap advisor 15,000 17-19-006-00 Trustee 6,000 N/A Rating agencies 67,000 N/A Dissemination agent 2,000 N/A Publication and printing 11,500 N/A Other and contingency 11,000 N/A Total $ 375,000 As part of the action to authorize the issuance of the 2016 Refunding Bonds, the Commission will approve the form of the preliminary Official Statement and authorize its distribution in connection with the sale of the refunding bonds, as well as the preparation of a final Official Statement once the bonds have been sold and priced. These offering documents are required under state and federal securities laws prohibiting the offer and sale of securities such as the 2016 Refunding Bonds, unless all matters that would be material to an investor in the bonds have been adequately disclosed and that there is no omission of material facts. Furthermore, under rules of the Securities and Exchange Commission, the underwriters cannot purchase the bonds unless they have received a substantially final offering document, which discloses all material information that they reasonably believe to be true and correct. The Commissioners serving on the Board as the governing body of the issuer of the 2016 Refunding Bonds are expected to read and be familiar with the information described in the Agenda Item 8 384 draft preliminary Official Statement included with this staff report. The Commissioners may employ the services of experts to take the lead in the drafting and review of the Official Statement and to provide financial projections included in the Official Statement; however, the Commissioners have the duty to review the information and bring to the attention of those responsible for the preparation of the offering document any material misstatements or omissions in the draft and to ask questions if they are unclear about the information or their role. Some members of the financing team will be available at the Commission meeting to respond to the identification of any misstatements or omissions or to such questions. In connection with the financial closing of the issuance of the proposed 2016 Refunding Bonds, the Commission will terminate the: 1) Standby Bond Purchase Agreement with The Bank of Tokyo -Mitsubishi UFJ, Ltd., acting through its New York Branch related to the 2009 Bonds, Series A; and 2) remarketing agreement with Stifel, Nicolaus & Company, as assigned by E.J. De La Rosa & Co. related to the 2009 Bonds, Series A. Financial Information No FY 2016/17 $75,225,000 (proceeds) In Fiscal Year Budget: No Year: FY 2016/17 Amount: $64,520,000 (debt service) Yes FY 2016/17 $10,700,000 (swap cost) Yes* Source of Measure A sales tax revenue refunding bonds, Budget Adjustment: Yes** Funds: commercial paper No 304-31-59101* $75,225,000 (refunding bond proceeds) GL/Project 304-31-96101** $63,900,000 (payment to escrow agent for refunded bonds) Accounting 304-31-96103** $245,000 (underwriter's discount and other costs) No.: 305-31-96103 $375,000 (costs of issuance) 303-19-97201 $10,700,000 (swap termination payment) Fiscal Procedures Approved: .�4,4ji,m. Date: 08/12/2016 Attachments: Posted on Commission Website 1) Resolution No. 16-015 (draft) 2) Official Statement (draft) 3) Continuing Disclosure Agreement (draft) 4) Sixth Supplemental Indenture (draft) 5) Official Notice of Sale (draft) 6) Agreement No. 17-19-006-00 7) Agreement No. 04-19-029-10 8) Agreement No. 05-19-510-11 9) Agreement No. 09-19-072-10 10) Debt Management Policy Agenda Item 8 385 ATTACHMENT 1 NO. 16-015 RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF NOT TO EXCEED $85,000,000 AGGREGATE PRINCIPAL AMOUNT OF RIVERSIDE COUNTY TRANSPORTATION COMMISSION SALES TAX REVENUE REFUNDING BONDS (LIMITED TAX BONDS), THE REFUNDING OF OUTSTANDING BONDS AND COMMERCIAL PAPER, THE EXECUTION AND DELIVERY OF A SIXTH SUPPLEMENTAL INDENTURE, A NOTICE OF SALE PURSUANT TO WHICH SUCH BONDS ARE TO BE SOLD, AN OFFICIAL STATEMENT AND A CONTINUING DISCLOSURE AGREEMENT, THE PUBLICATION OF A NOTICE OF INTENTION TO SELL, AND THE TAKING OF ALL OTHER ACTIONS NECESSARY IN CONNECTION THEREWITH WHEREAS, the Riverside County Transportation Commission (the "Commission") is a county transportation commission duly organized and existing pursuant to the County Transportation Commissions Act, being Division 12 of the Public Utilities Code of the State of California (Section 130000 et seq.); WHEREAS, the Commission is authorized pursuant to the Riverside County Transportation Sales Tax Act, being Division 25 of the Public Utilities Code of the State of California (Section 240000 et seq.) (the "Sales Tax Act"), to, among other things, and with voter approval, levy a retail transactions and use tax in accordance with the provisions of Part 1.6 (commencing with Section 7251) of Division 2 of the California Revenue and Taxation Code (the "Sales Tax Law"); WHEREAS, the Commission adopted Ordinance No. 02-001, named the "Transportation Expenditure Plan and Retail Transaction and Use Tax Ordinance" (the "Ordinance") on May 8, 2002, pursuant to the provisions of the Sales Tax Act, which Ordinance provides for the imposition of a retail transactions and use tax (the "Sales Tax") applicable in the incorporated and unincorporated territory of Riverside County (the "County") in accordance with the provisions of the Sales Tax Law at the rate of one-half of one percent (1/2%) commencing July 1, 2009 and continuing for a period not to exceed thirty (30) years; WHEREAS, by its terms, the Ordinance became effective at the close of the polls on November 5, 2002, the day of the election at which the proposition imposing the Sales Tax was approved by more than two-thirds of the electors voting on the measure; WHEREAS, pursuant to the Sales Tax Act, and as authorized pursuant to Article 10 and Article 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code (Section 53570 et seq.) and other applicable provisions of the laws of the State of California (collectively, the "Law"), the Commission is authorized to issue from time to time limited tax bonds payable from revenues of the Sales Tax ("Sales Tax Revenues"), including refunding bonds; OHSUSA:765521614.7 WHEREAS, the Ordinance empowers the Commission to sell or issue, from time to time, on or before the collection of the Sales Tax, bonds, or other evidences of indebtedness, the proceeds of which will fund capital expenditures for various purposes, including to carry out the transportation projects described in the Riverside County Transportation Improvement Plan, adopted as part of the Ordinance, including any future amendments thereto; WHEREAS, the Commission has heretofore authorized the issuance of its Commercial Paper Notes (Limited Tax Bonds), Series A (the "CP Notes"), in an aggregate principal amount not to exceed the lesser of $60,000,000 or the maximum principal amount supported by any applicable credit or liquidity facility, pursuant to an Indenture dated as of March 1, 2005, by and between the Commission and U.S. Bank National Association, as successor trustee (the "CP Trustee"), and an Issuing and Paying Agent Agreement, dated as of March 1, 2005, as amended, between the Commission and U.S. Bank Trust National Association, as issuing and paying agent (the "Issuing and Paying Agent"), and the CP Notes are currently outstanding in the aggregate principal amount of $20,000,000; WHEREAS, the Commission has heretofore issued its Sales Tax Revenue Bonds (Limited Tax Bonds), 2009 Series A (the "2009A Bonds"), 2009 Series B (the "2009B Bonds") and 2009 Series C (the "2009C Bonds" and, collectively, the "Series 2009 Bonds") in the aggregate principal amount of $185,000,000 pursuant to an Indenture, dated as of June 1, 2008, as amended and supplemented (as it has been heretofore amended and supplemented, the "Indenture"), by and between the Commission and U.S. Bank National Association, as trustee (the "Trustee"), which Series 2009 Bonds are currently outstanding in the aggregate principal amount of $139,100,000; WHEREAS, the Commission has heretofore issued its Sales Tax Revenue Bonds (Limited Tax Bonds) 2010 Series A (Tax -Exempt) in the aggregate principal amount of $37,630,000 and 2010 Series B (Taxable Build America Bonds) (collectively, the "Series 2010 Bonds") in the aggregate principal amount of $112,370,000 pursuant to the Indenture, which Series 2010 Bonds are currently outstanding in the aggregate principal amount of $150,000,000; WHEREAS, the Commission has heretofore issued its Sales Tax Revenue Bonds (Limited Tax Bonds), 2013 Series A (the "Series 2013 Bonds") in the aggregate principal amount of $462,200,000 pursuant to the Indenture, which Series 2013 Bonds are currently outstanding in the aggregate principal amount of $462,200,000; WHEREAS, in relation to the 2009A Bonds, the Commission has heretofore executed and delivered an interest rate swap agreement (the "Deutsche Bank Swap"), in an original aggregate notional amount of $85,000,000, with Deutsche Bank AG, acting through its New York Branch, as counterparty ("Deutsche Bank"), of which notional amount $63,900,000 currently remains outstanding; WHEREAS, in relation to the 2009B Bonds and the 2009C Bonds, the Commission has heretofore executed and delivered an interest rate swap agreement (together with the Deutsche Bank Swap, the "Existing Swaps"), in an original aggregate notional amount of $100,000,000, with Bank of America, N.A., as counterparty, of which notional amount $75,200,000 currently remains outstanding; 2 OHSUSA:765521614.7 WHEREAS, on May 23, 2016, Moody's Investors Service downgraded the senior unsecured debt rating of Deutsche Bank from Baal to Baa2 and, on July 7, 2016, an Additional Termination Event occurred under the Deutsche Bank Swap (as such term is defined therein) as a result of such downgrade; WHEREAS, in order to address the Additional Termination Event under the Deutsche Bank Swap and reduce risks to the Commission relating to potential counterparty weaknesses and future liquidity costs, and to allow the Commission to take advantage of current market opportunities, the Commission hereby determines to refund at fixed rates the 2009A Bonds and to finance and/or refinance amounts paid in connection with the termination of the Deutsche Bank Swap relating to the 2009A Bonds by issuing refunding bonds; WHEREAS, the Commission hereby determines that one or more new series or subseries of bonds in an aggregate principal amount not to exceed eighty-five million dollars ($85,000,000) and payable from Sales Tax Revenues on a parity with the Series 2009 Bonds, the Series 2010 Bonds and the Series 2013 Bonds and senior to the lien on such Sales Tax Revenues that secures the CP Notes, is necessary in order to finance any or all of the following purposes, (i) refunding the outstanding 2009A Bonds, (ii) refunding all or a portion of the outstanding CP Notes, (iii) financing or refinancing a termination payment in connection with the termination of the Deutsche Bank Swap, and (iv) paying the costs of issuance incurred in connection with such bonds, and the Commission has determined that such bonds in an amount not to exceed such principal amount shall be issued, secured by the Sales Tax Revenues and entitled, "Riverside County Transportation Commission Sales Tax Revenue Refunding Bonds (Limited Tax Bonds), 2016 Series A" (the "Series 2016 Bonds"); WHEREAS, the Commission hereby further determines that the Series 2016 Bonds shall be issued pursuant to a Sixth Supplemental Indenture, amending and supplementing the Indenture (the "Sixth Supplemental Indenture"), by and between the Commission and the Trustee; WHEREAS, there has been prepared and presented to the Commission a revised Debt Management Policy of the Commission (the "Debt Management Policy"), including updated provisions and clarification that a current refunding of existing debt is permitted at any time without regard to savings level if variable rate risk is reduced or the refunding is determined to be justified by the Chief Financial Officer of the Commission; WHEREAS, there has been prepared and presented to the Commission a proposed form of Sixth Supplemental Indenture; WHEREAS, the Commission desires to sell the Series 2016 Bonds to a bidder or bidders to be selected pursuant to a competitive sale process; WHEREAS, there has been prepared and presented to the Commission a proposed form of Official Notice of Sale for the Series 2016 Bonds (the "Notice of Sale") to be distributed in connection with the competitive sale process and a Notice of Intention to Sell the Series 2016 Bonds (the "Notice of Intention to Sell") to be published pursuant to section 53692 of the California Government Code; 3 OHSUSA:765521614.7 WHEREAS, there has been prepared and presented to the Commission a proposed form of official statement in preliminary form to be distributed in connection with the offering and sale of the Series 2016 Bonds (the "Official Statement"); WHEREAS, there has been prepared and presented to the Commission a proposed form of Continuing Disclosure Agreement (the "Continuing Disclosure Agreement") to be executed and delivered by the Commission to assist the purchasers of the Series 2016 Bonds in satisfying their obligations under Rule 15c2-12 promulgated by the Securities and Exchange Commission; WHEREAS, the Commission has been presented with proposed forms of the Sixth Supplemental Indenture, the Notice of Sale, the Notice of Intention to Sell, the Continuing Disclosure Agreement and the Official Statement relating to the financing described herein (the "Financing"), and the Commission has examined and approved each document and desires to authorize and direct the execution of such documents as are specified herein and such other documents as are necessary in connection with the Financing and to authorize and direct the consummation of the Financing; and WHEREAS, all acts, conditions and things required by the Sales Tax Law, the Law and the Constitution and laws of the State of California to exist, to have happened and to have been performed precedent to and in connection with the issuance of the Series 2016 Bonds and consummation of the Financing authorized hereby do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the Commission is now duly authorized and empowered, pursuant to each and every requirement of law, to authorize such Financing and to authorize the execution of the Sixth Supplemental Indenture, the Notice of Sale, the Official Statement in final form and the Continuing Disclosure Agreement, and the publication of the Notice of Intention to Sell, for the purposes, in the manner and upon the terms provided; NOW THEREFORE, THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION RESOLVES: Section 1. The Commission finds and determines that the foregoing recitals are true and correct. Section 2. The issuance by the Commission of not to exceed $85,000,000 aggregate principal amount of Riverside County Transportation Commission Sales Tax Revenue Refunding Bonds (Limited Tax Bonds), 2016 Series A, in accordance with the provisions set forth in the Indenture and the Sixth Supplemental Indenture, in one or more series or subseries, in order to provide funds for any or all of the following purposes, (i) refunding the outstanding 2009A Bonds, (ii) refunding all or a portion of the outstanding CP Notes, (iii) financing or refinancing a termination payment in connection with the termination of the Deutsche Bank Swap, and (iv) paying the costs of issuance incurred in connection with such bonds, is hereby authorized and approved. Section 3. The revised Debt Management Policy presented to this meeting is hereby approved. The Chief Financial Officer is hereby authorized and directed, for and in the name and on behalf of the Commission, to execute the revised Debt Management Policy, in 4 OHSUSA:765521614.7 substantially said form, with such changes therein as the officer executing the same may require or approve, such approval to be conclusively evidenced by the execution thereof. Section 4. The proposed form of Sixth Supplemental Indenture presented to this meeting and the terms and conditions thereof are hereby approved. The structure, date, maturity date or dates (not to exceed June 1, 2039), fixed interest rate or rates (such rate or rates not to exceed a maximum of 6% per annum) or methods of determining the same, interest payment dates, forms, registration privileges, place or places of payment, terms of redemption, mandatory purchase, additional series designation and number thereof and other terms of the Series 2016 Bonds shall be (subject to the foregoing limitations) as provided in the Indenture and the Sixth Supplemental Indenture as finally executed and delivered. The Executive Director of the Commission is hereby authorized and directed, for and in the name and on behalf of the Commission, to execute and deliver the Sixth Supplemental Indenture, in substantially said form, with such changes therein, as the officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 5. The Notice of Intention to Sell in the form presented to this meeting is hereby approved. The Chief Financial Officer is hereby authorized and directed to cause said Notice of Intention to Sell to be published once in The Bond Buyer, a financial publication generally circulated throughout the State of California or reasonably expected to be disseminated among prospective bidders for the Series 2016 Bonds, and once in The Press Enterprise, a newspaper of general circulation circulated throughout the County, at least ten days prior to the sale of the Series 2016 Bonds. Section 6. The proposed form of the Notice of Sale presented to this meeting and the terms and conditions thereof are hereby approved. The Chief Financial Officer is hereby authorized and directed, for and in the name and on behalf of the Commission, to execute and deliver the Notice of Sale, in substantially said form, with such changes therein as the officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Fieldman, Rolapp & Associates, Inc., as financial advisor to the Commission, is hereby authorized to circulate said Notice of Sale to potential purchasers of the Series 2016 Bonds. Electronic proposals shall be received by the Chief Financial Officer up to the hour of 8:00 a.m. California time on September 28, 2016 or on such earlier or later date or time determined by the Chief Financial Officer as set forth in the Notice of Sale. The bids for the Series 2016 Bonds shall be for the purchase of the Series 2016 Bonds for cash at not less than their aggregate principal amount. The Chief Financial Officer is hereby authorized to determine whether to award the Series 2016 Bonds to the highest responsible bidder resulting in the lowest true interest cost to the Commission or to reject any or all bids. The Chief Financial Officer is further authorized to adjust the principal amounts of the Series 2016 Bonds and the purchase price thereof in accordance with the Notice of Sale. Section 7. The proposed form of Official Statement presented to this meeting is hereby approved. The Executive Director is hereby authorized and directed to execute and deliver the Official Statement in substantially said form with such changes, insertions and deletions as may be approved by the Executive Director, said execution being conclusive evidence of such approval; and the Executive Director is hereby authorized to execute a certificate confirming that the Official Statement in preliminary form is "deemed final" by the 5 OHSUSA:765521614.7 Commission for purposes of Securities and Exchange Commission Rule 15c2-12. The distribution of copies of the Official Statement in final form to the purchasers of the Series 2016 Bonds and the distribution of the Official Statement in preliminary form to potential purchasers of the Series 2016 Bonds are hereby authorized and approved. Section 8. The proposed form of Continuing Disclosure Agreement presented to this meeting is hereby approved. The Executive Director is hereby authorized and directed, for and in the name and on behalf of the Commission, to execute and deliver the Continuing Disclosure Agreement in substantially said form, with such changes therein as such officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof Section 9. The Executive Director is hereby authorized to amend, novate or terminate the Existing Swaps and to enter into or to instruct the Trustee to enter into one or more investment agreements (hereinafter collectively referred to as the "Investment Agreement") providing for the investment of moneys in any of the funds and accounts created under the Indenture or the Sixth Supplemental Indenture, on such terms as the Executive Director shall deem appropriate. Pursuant to Section 5922 of the California Government Code, the Commission hereby finds and determines that the Investment Agreement will reduce the amount and duration of interest rate risk with respect to amounts invested pursuant to the Investment Agreement and is designed to reduce the amount or duration of payment, rate, spread or similar risk or result in a lower cost of borrowing when used in combination with the Series 2016 Bonds or enhance the relationship between risk and return with respect to investments. Section 10. All approvals, consents, directions, notices, orders, requests and other actions permitted or required by any of the documents authorized by this Resolution, the CP Notes, the Existing Swaps or the liquidity facilities supporting the Series 2009 Bonds, whether before or after the issuance of the Series 2016 Bonds, including, without limitation, any amendment of any of the documents authorized by this Resolution or other agreement related thereto or to any of the Commission's bonds, the Existing Swaps, the liquidity or credit facilities supporting the Series 2009 Bonds or the CP Notes, and any of the foregoing that may be necessary or desirable in connection with any reserve facility, any investment of proceeds of the Series 2016 Bonds, any agreements with paying agents, escrow agents or verification agents, the removal or replacement of the Trustee, the CP Trustee or the Issuing and Paying Agent or any similar action may be given or taken by an Authorized Representative (as such term is defined in the Indenture), without further authorization or direction by the Commission, and each Authorized Representative is hereby authorized and directed to give any such approval, consent, direction, notice, order, request, or other action and to execute such documents and take any such action which such Authorized Representative may deem necessary or desirable to further the purposes of this Resolution. Section 11. All actions heretofore taken by the officers and agents of the Commission with respect to the Financing and the issuance and sale of the Series 2016 Bonds are hereby ratified, confirmed and approved. If at the time of execution of any of the documents authorized herein, the Executive Director is unavailable, such documents may be executed by the Deputy Executive Director of the Commission or the Chief Financial Officer in lieu of the Executive Director. The Chair of the Board or, in his absence, a Vice Chair of the Board, is hereby 6 OHSUSA:765521614.7 authorized to execute and deliver the Series 2016 Bonds. The Chief Financial Officer shall act as the Auditor -Controller of the Commission for execution of the Series 2016 Bonds and is hereby authorized to execute and attest to the execution of such Series 2016 Bonds. The Clerk of the Board is hereby authorized to attest to the execution by the Executive Director or the Deputy Executive Director or the Chief Financial Officer of any of such documents as said officers deem appropriate. The officers and agents of the Commission are hereby authorized and directed, jointly and severally, for and in the name and on behalf of the Commission, to adopt written procedures relating to its bonds and to do any and all things and to take any and all actions and to execute and deliver any and all agreements, certificates and documents, including, without limitation, swap amendments, novations or terminations, redemption notices, escrow agreements, credit or liquidity documents, signature certificates, no litigation certificates, certificates concerning the contents of the Official Statement, any tax certificates or agreements, any agreements for depository or verification services, reimbursement agreements, investment instructions, including investments in State and Local Government Series (SLGs) treasury securities, and any agreements for rebate compliance services, which they, or any of them, may deem necessary or advisable in order to consummate the Financing and the issuance and sale of the Series 2016 Bonds and otherwise to carry out, give effect to and comply with the terms and intent of the Ordinance, this Resolution, the Series 2016 Bonds and the documents approved hereby. 7 OHSUSA:765521614.7 Section 12. This Resolution shall take effect immediately upon its adoption and approval. APPROVED AND ADOPTED by the Riverside County Transportation Commission at its meeting on September 14, 2016. By: Chair, Board of Commissioners ATTEST: By: Clerk of the Board of the Commission 8 OHSUSA:765521614.7 CERTIFICATE OF THE CLERK OF THE BOARD OF THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION I, Jennifer Harmon, Clerk of the Board of the Riverside County Transportation Commission (the "Commission"), hereby certify that the foregoing is a full, true and correct copy of a resolution duly adopted at a meeting of the governing board of said Commission duly and regularly held in Riverside, California, on September 14, 2016, of which meeting all of the members of said Commission had due notice. I further certify that I have carefully compared the foregoing copy with the original minutes of said meeting on file and of record in my office; that said copy is a full, true and correct copy of the original resolution adopted at said meeting and entered in said minutes; and that said resolution has not been amended, modified, rescinded or revoked in any manner since the date of its adoption, and the same is now in full force and effect. I further certify that an agenda of said meeting was posted at least 72 hours before said meeting at a location in Riverside, California, freely accessible to the public and a brief general description of the resolution to be adopted at said meeting appeared on said agenda. IN WITNESS WHEREOF, I have executed this certificate hereto as of this date, , 2016. By Clerk OHSUSA:765521614.7 ATTACHMENT 2 DRAFT OF 08/11/16 PRELIMINARY OFFICIAL STATEMENT DATED SEPTEMBER _, 2016 NEW ISSUE —BOOK -ENTRY ONLY RATINGS: S&P: " " [DAC Logo] Fitch: " " See "RATINGS" herein In the opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the Commission, based upon an analysis of existing laws, regulations, rulings and court decisions, and assuming, among other matters, the accuracy of certain representations and compliance with certain covenants, interest on the 2016 Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 and is exempt from State of California personal income taxes. In the further opinion of Bond Counsel, interest on the 2016 Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes, although Bond Counsel observes that such interest is included in adjusted current earnings when calculating corporate alternative minimum taxable income. Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the accrual or receipt of interest on, the 2016 Bonds. See "TAX MATTERS." RIVERSIDE COUNTY TRANSPORTATION COMMISSION Sales Tax Revenue Refunding Bonds (Limited Tax Bonds) 2016 Series A Dated: Date of Delivery Due: June 1, as shown on inside cover The Sales Tax Revenue Refunding Bonds described above (the "2016 Bonds") are being issued by the Riverside County Transportation Commission (the "Commission") pursuant to an Indenture, dated as of June 1, 2008, between the Commission and U.S. Bank National Association, as trustee (the "Trustee"), as supplemented, including as supplemented by a Sixth Supplemental Indenture, dated as of October 1, 2016, between the Commission and the Trustee (collectively, the "Indenture"). The proceeds of the 2016 Bonds will be applied to (i) refund all of the Outstanding 2009 Series A Bonds (as defined herein), (ii) retire a portion of the outstanding Notes (as defined herein), (iii) finance a termination payment in connection with the termination of the DBAG Swap Agreement (as defined herein), and (iv) pay the costs of issuance of the 2016 Bonds. See "PLAN OF REFUNDING" and "ESTIMATED SOURCES AND USES OF PROCEEDS." Interest on the 2016 Bonds will be payable on each June 1 and December 1, commencing December 1, 2016. The 2016 Bonds are initially being issued as fully registered bonds without coupons in the denominations of $5,000 and any integral multiple thereof. The 2016 Bonds will be registered in the name of Cede & Co., as holder of the 2016 Bonds and nominee for The Depository Trust Company ("DTC"). Purchasers will not receive physical certificates representing their interest in the 2016 Bonds purchased. The principal or redemption price of and interest on the 2016 Bonds are payable by wire transfer to DTC which, in turn, is obligated to remit such principal, redemption price or interest to DTC Participants for subsequent disbursement to the Beneficial Owners of the 2016 Bonds. The 2016 Bonds will be subject to optional and mandatory sinking fund redemption as described herein. See "THE 2016 BONDS" herein. The 2016 Bonds are limited obligations of the Commission payable from and secured solely by a pledge of the Revenues (which is defined herein and which primarily consists of the receipts from the imposition in the County of Riverside, California of a 'h-cent sales tax that became effective on July 1, 2009 (the "Sales Tax"), less certain administrative fees paid to the California State Board of Equalization), as described herein. The Sales Tax was approved by more than a two-thirds vote of the electorate of the County of Riverside on November 5, 2002 and is scheduled to expire on June 30, 2039. The 2016 Bonds are secured by a pledge of the Revenues on a parity with the 2009 Bonds, the 2010 Bonds and the 2013 Bonds (each as defined herein) Outstanding in the aggregate principal amount of $751,300,000 and any Additional Bonds and Parity Obligations issued or incurred under the Indenture. See "SECURITY AND SOURCES Preliminary, subject to change. 27366143.7 11608720 386 OF PAYMENT FOR THE 2016 BONDS — Additional Bonds and Parity Obligations" and "OTHER SALES TAX OBLIGATIONS — Existing Bonds." NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE COUNTY OF RIVERSIDE, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION OR PUBLIC AGENCY THEREOF, OTHER THAN THAT OF THE COMMISSION TO THE EXTENT OF THE PLEDGE OF THE REVENUES, IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE 2016 BONDS. This cover page contains certain information for general reference only. It is not a summary of the security or terms of this issue. Investors must read the entire Official Statement to obtain information essential to make an informed investment decision with respect to the 2016 Bonds. BIDS FOR THE PURCHASE OF THE 2016 BONDS WILL BE RECEIVED BY THE COMMISSION UNTIL _ _ A.M. PACIFIC DAYLIGHT TIME ON SEPTEMBER _, 2016 UNLESS POSTPONED OR CANCELLED AS SET FORTH IN THE OFFICIAL NOTICE OF SALE. The 2016 Bonds are offered when, as and if issued and received by (the "Initial Purchaser"), subject to the approval of validity by Orrick, Herrington & Sutcliffe LLP as Bond Counsel to the Commission, and certain other conditions. Certain legal matters will be passed on for the Commission by Norton Rose Fulbright US LLP, Los Angeles, California, as Disclosure Counsel, and by Best Best & Krieger LLP, Riverside, California, the Commission's General Counsel. It is anticipated that the 2016 Bonds will be available for delivery through the book -entry facilities of DTC on or about October _, 2016. Dated: September _, 2016 27366143.7 387 Maturity Schedule RIVERSIDE COUNTY TRANSPORTATION COMMISSION Sales Tax Revenue Refunding Bonds (Limited Tax Bonds) 2016 Series A $ Serial Bonds Maturity Date Principal Interest (June 1) Amount Rate 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 Price CUSIPt Yield $ % Term Bonds due June 1, 20 - Price: %*, Yield: %* CUSIPt: * Preliminary, subject to change. t CUSIP is a registered trademark of the American Bankers Association. The CUSIP data herein are provided by CUSIP Global Services, managed on behalf of the American Bankers Association by Standard & Poor's. The CUSIP numbers are not intended to create a database and do not serve in any way as a substitute for CUSIP service. CUSIP numbers have been assigned by an independent company not affiliated with the Commission and are provided solely for convenience and reference. The CUSIP numbers for a specific maturity are subject to change after the issuance of the 2016 Bonds. The Commission and the Financial Advisor are not responsible for the selection or accuracy of the CUSIP numbers set forth herein. 27366143.7 388 No dealer, salesman or any other person has been authorized by the Riverside County Transportation Commission (the "Commission") to give any information or to make any representations, other than those contained in this Official Statement, and, if given or made, such other information or representations must not be relied upon as having been authorized by the Commission. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the 2016 Bonds by a person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale. This Official Statement is not to be construed as a contract with the purchasers of the 2016 Bonds. Neither the delivery of this Official Statement nor the sale of any of the 2016 Bonds implies that the information herein is correct as of any time subsequent to the date hereof. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create the implication that there has been no change in the matters described herein since the date hereof. This Official Statement is submitted in connection with the sale of securities referred to herein and may not be reproduced or be used, as a whole or in part, for any other purpose. The information set forth herein has been obtained from the Commission and other sources believed to be reliable. The information and expressions of opinions herein are subject to change without notice and neither delivery of the Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Commission since the date hereof. All summaries contained herein of the Indenture (as defined herein) or other documents are made subject to the provisions of such documents and do not purport to be complete statements of any or all of such provisions. All statements made herein are made as of the date of this document by the Commission except statistical information or other statements where some other date is indicated in the text. The Initial Purchaser has provided the following sentence for inclusion in this Official Statement. The Initial Purchaser has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Initial Purchaser does not guarantee the accuracy or completeness of such information. In connection with the offering of the 2016 Bonds, the Initial Purchaser in connection with any reoffering may over -allot or effect transactions which stabilize or maintain the market price of the 2016 Bonds at a level above that which might otherwise prevail in the open market. Such stabilizing, if commenced, may be discontinued at any time. The Initial Purchaser in connection with any reoffering may offer and sell the 2016 Bonds to certain dealers, institutional investors and others at prices lower than the public offering prices stated on the inside cover page hereof and such public offering prices may be changed from time to time by the Initial Purchaser. 27366143.7 389 FORWARD -LOOKING STATEMENTS Certain statements included or incorporated by reference in this Official Statement constitute forward -looking statements. Such statements are generally identifiable by the terminology used such as "plan," "expect," "estimate," "project," "budget" or other similar words. The achievement of certain results or other expectations contained in such forward - looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements described to be materially different from any future results, performance or achievements expressed or implied by such forward -looking statements. No assurance is given that actual results will meet the forecasts of the Commission in any way, regardless of the level of optimism communicated in the information. The Commission is not obligated to issue any updates or revisions to the forward -looking statements if or when its expectations, or events, conditions or circumstances on which such statements are based occur. 27366143.7 390 RIVERSIDE COUNTY TRANSPORTATION COMMISSION BOARD MEMBERS Scott Matas (City of Desert Hot Springs), Chair John F. Tavaglione (County of Riverside), Vice Chair Dana Reed (City of Indian Wells), 2nd Vice Chair Marion Ashley (County of Riverside) John J. Benoit (County of Riverside) Kevin Jeffries (County of Riverside) Chuck Washington (County of Riverside) Debbie Franklin (City of Banning) Lloyd White (City of Beaumont) Joseph DeConinck (City of Blythe) Ella Zanowic (City of Calimesa) Dawn Haggerty (City of Canyon Lake) Greg Pettis (City of Cathedral City) Steve Hernandez (City of Coachella) Karen Spiegel (City of Corona) Adam Rush (City of Eastvale) Linda Krupa (City of Hemet) Michael Wilson (City of Indio) Frank Johnston (City of Jurupa Valley) Robert Radi (City of La Quinta) Bob Magee (City of Lake Elsinore) Scott Mann (City of Menifee) Yxstian Gutierrez (City of Moreno Valley) Rick Gibbs (City of Murrieta) Berwin Hanna (City of Norco) Jan Harnik (City of Palm Desert) Ginny Foat (City of Palm Springs) Daryl R. Busch (City of Perris) Ted Weill (City of Rancho Mirage) Rusty Bailey (City of Riverside) Andrew Kotyuk (City of San Jacinto) Michael S. Naggar (City of Temecula) Ben Benoit (City of Wildomar) John Bulinski (Caltrans District 8) MANAGEMENT Executive Director Arne Mayer Deputy Executive Director John Standiford Chief Financial Officer Theresia Trevino SPECIAL SERVICES Financial Advisor Fieldman, Rolapp & Associates Irvine, California Disclosure Counsel Norton Rose Fulbright US LLP Los Angeles, California Bond Counsel Orrick, Herrington & Sutcliffe LLP San Francisco, California Trustee U.S. Bank National Association Los Angeles, California 27366143.7 391 TABLE OF CONTENTS Page INTRODUCTION 1 General 1 The Commission 1 Authority for Issuance 2 Purpose and Application of Proceeds 2 The 2016 Bonds 2 Security for the 2016 Bonds 2 No Reserve Fund for 2016 Bonds 3 Continuing Disclosure 3 References 4 THE 2016 BONDS 4 General 4 Redemption of 2016 Bonds 4 Selection of 2016 Bonds for Redemption 5 Notice of Redemption 5 Purchase In Lieu of Redemption 6 PLAN OF REFUNDING 6 ESTIMATED SOURCES AND USES OF PROCEEDS 7 DEBT SERVICE SCHEDULE 8 SECURITY AND SOURCES OF PAYMENT FOR THE 2016 BONDS 9 Limited Obligation 9 Pledge of Revenues 9 Revenue Fund; Allocation of Revenues 10 No Reserve Fund for 2016 Bonds 13 Additional Bonds and Parity Obligations 13 OTHER SALES TAX OBLIGATIONS 15 Existing Bonds 15 Existing Swap Agreements 16 Subordinate Obligations 18 Limitation on Outstanding Sales Tax Obligations 19 THE SALES TAX 19 General 19 Collection of Sales Tax Revenues 20 Historical Sales Tax Revenues 21 RIVERSIDE COUNTY TRANSPORTATION COMMISSION 22 General 22 The Transportation Expenditure Plan 23 Commissioners 24 27366143.7 1 392 TABLE OF CONTENTS (continued) Page Executive Staff 24 Cash and Investments 25 Debt Management Policy 26 RISK FACTORS 26 Economic Conditions 26 Investments 26 Parity with Liquidity Facility Bonds 26 The Sales Tax 27 Increased Internet Use May Reduce Sales Tax Revenues 27 Proposition 218 27 Further Initiatives 27 Loss of Tax Exemption 28 Reduction in Subsidy Payments 28 Financial and Operating Risks of the SR-91 Project 28 Impact of Bankruptcy of the Commission 29 FINANCIAL STATEMENTS 30 LITIGATION 30 TAX MATTERS 31 CERTAIN LEGAL MATTERS 33 RATINGS 33 UNDERWRITING 33 FINANCIAL ADVISOR 34 CONTINUING DISCLOSURE 34 MISCELLANEOUS 34 APPENDIX A — COMMISSION AUDITED FINANCIAL STATEMENTS FOR FISCAL YEAR ENDED JUNE 30, 2015 A-1 APPENDIX B — COUNTY OF RIVERSIDE DEMOGRAPHIC AND ECONOMIC INFORMATION B-1 APPENDIX C — SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE C-1 APPENDIX D — FORM OF CONTINUING DISCLOSURE AGREEMENT D-1 APPENDIX E — BOOK -ENTRY SYSTEM E-1 APPENDIX F — FORM OF BOND COUNSEL OPINION F-1 27366143.7 11 393 OFFICIAL STATEMENT RIVERSIDE COUNTY TRANSPORTATION COMMISSION Sales Tax Revenue Refunding Bonds (Limited Tax Bonds) 2016 Series A INTRODUCTION General This Official Statement, which includes the cover page and the appendices hereto, sets forth certain information in connection with the offering by the Riverside County Transportation Commission (the "Commission") of $ principal amount of Riverside County Transportation Commission Sales Tax Revenue Refunding Bonds (Limited Tax Bonds), 2016 Series A (the "2016 Bonds"). As used herein, the term "Bonds" means any Bonds, including the 2016 Bonds, issued pursuant to the Indenture (as defined below). All capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in "APPENDIX C — SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE." The Commission The Commission is a county transportation commission duly organized and existing pursuant to the County Transportation Commissions Act, being Division 12 of the Public Utilities Code of the State of California (Section 130000 et seq.). The Commission began to oversee the funding and coordination of public transportation services in 1977 within the County of Riverside (the "County"). The Commission serves as the tax authority and implementation agency for the voter -approved Measure A Transportation Improvement Program, which imposes a 1/2-cent sales tax within the County to fund transportation improvements. See "RIVERSIDE COUNTY TRANSPORTATION COMMISSION." The County was organized in 1893 from territory in San Bernardino and San Diego Counties and encompasses 7,177 square miles. The County is bordered on the north by San Bernardino County, on the east by the State of Arizona, on the south by San Diego and Imperial Counties and on the west by Orange and San Bernardino Counties. The County is the fourth largest county (by area) in the State of California (the "State") and stretches 185 miles from the Arizona border to within 20 miles of the Pacific Ocean. There are 28 incorporated cities in the County. According to the State Department of Finance, Demographic Research Unit, the County's population was estimated at 2,347,828 as of January 1, 2016, reflecting a 1.3% increase over the prior year. See "APPENDIX B — COUNTY OF RIVERSIDE DEMOGRAPHIC AND ECONOMIC INFORMATION." ' Preliminary, subject to change. 27366143.7 1 394 Authority for Issuance The 2016 Bonds are being issued by the Commission under and pursuant to the Riverside County Transportation Sales Tax Act, being Division 25 of the Public Utilities Code of the State of California (Section 240000 et seq.) (the "Act"), the Transportation Expenditure Plan and Retail Transaction and Use Tax Ordinance (the "Ordinance"), adopted by the Commission on May 8, 2002 and approved by more than two-thirds of electors of the County voting on such proposition in the November 5, 2002 election, and any amendments or extensions thereto (collectively, and together with the Act, the "Law"); and an Indenture, dated as of June 1, 2008 (the "2008 Indenture"), as supplemented and amended to the date hereof, including as supplemented by a Sixth Supplemental Indenture, dated as of October 1, 2016 (the "Sixth Supplemental Indenture" and, together with the 2008 Indenture, as supplemented and amended, the "Indenture"), each between the Commission and U.S. Bank National Association, as trustee (the "Trustee"). At a special election held in the County on November 2, 2010, an amendment to the Ordinance increasing the limitation on the outstanding amount of the Commission's bonds secured by Sales Tax Revenues from $500 million to $975 million was approved by a majority of those voting on the proposition. See "OTHER SALES TAX OBLIGATIONS — Limitation on Outstanding Sales Tax Obligations." Purpose and Application of Proceeds The proceeds of the 2016 Bonds will be applied to (i) refund of all of the Outstanding Riverside County Transportation Commission Sales Tax Revenue Bonds (Limited Tax Bonds), 2009 Series A (the "2009 Series A Bonds"), (ii) retire a portion of the outstanding Riverside County Transportation Commission Commercial Paper Notes (Limited Tax Bonds), Series A (the "Notes"), (iii) finance a termination payment in connection with the termination of an interest rate swap agreement with Deutsche Bank AG, acting through its New York Branch (the "DBAG Swap Agreement"), and (iv) pay the costs of issuance of the 2016 Bonds. See "PLAN OF REFUNDING" and "ESTIMATED SOURCES AND USES OF PROCEEDS" herein. The 2016 Bonds Interest on the 2016 Bonds will be payable on each June 1 and December 1, commencing December 1, 2016. The 2016 Bonds will be issued as fully registered bonds without coupons in the denominations of $5,000 and any integral multiple thereof. The 2016 Bonds will be registered in the name of Cede & Co., as holder of the 2016 Bonds and nominee for The Depository Trust Company ("DTC"). Purchasers will not receive physical certificates representing their interest in the 2016 Bonds purchased. The 2016 Bonds will be subject to optional and mandatory sinking fund redemption. See "THE 2016 BONDS — Redemption of 2016 Bonds." 27366143.7 2 395 Security for the 2016 Bonds The 2016 Bonds are limited obligations of the Commission payable from and secured by certain revenues (the "Revenues") pledged under the Indenture, including a pledge of revenues (the "Sales Tax Revenues") derived from a 1/2-cent sales tax that became effective on July 1, 2009 (the "Sales Tax"), imposed in the County in accordance with the Law and the California Transactions and Use Tax Law (Revenue and Taxation Code Section 7251 et seq.), net of an administrative fee paid to the California State Board of Equalization (the "Board of Equalization") in connection with the collection and disbursement of the Sales Tax. The Sales Tax was approved by more than two-thirds of the electorate of the County on November 5, 2002 and is scheduled to expire on June 30, 2039. The 2016 Bonds are secured by a pledge of the Revenues on a parity with the Commission's Sales Tax Revenue Bonds (Limited Tax Bonds), 2009 Series A, 2009 Series B and 2009 Series C (collectively, the "2009 Bonds"), the Commission's Sales Tax Revenue Bonds (Limited Tax Bonds), 2010 Series A (Tax -Exempt) and 2010 Series B (Taxable Build America Bonds) (collectively, the "2010 Bonds"), and the Commission's Sales Tax Revenue Bonds (Limited Tax Bonds), 2013 Series A (the "2013 Bonds") and any Additional Bonds and Parity Obligations issued or incurred under the Indenture (the 2016 Bonds, the 2009 Bonds, the 2010 Bonds, the 2013 Bonds and any Additional Bonds are collectively referred to as the "Bonds"). The Bonds are currently Outstanding in the aggregate principal amount of $751,300,000. The Commission has also executed certain interest rate swaps, the scheduled payments of which are payable on a parity with the 2009 Bonds. See "SECURITY AND SOURCES OF PAYMENT FOR THE 2016 BONDS — Additional Bonds and Parity Obligations" and "OTHER SALES TAX OBLIGATIONS — Existing Bonds." NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE COUNTY OF RIVERSIDE, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION OR PUBLIC AGENCY THEREOF, OTHER THAN THE COMMISSION TO THE EXTENT OF THE PLEDGE OF THE REVENUES, IS PLEDGED TO THE PAYMENT OF THE 2016 BONDS. No Reserve Fund for 2016 Bonds The Commission is not funding a reserve fund for the 2016 Bonds. Neither the 2016 Bonds nor any other Bonds Outstanding are secured by a reserve fund. Continuing Disclosure The Commission will covenant for the benefit of the beneficial owners of the 2016 Bonds to provide certain financial information and operating data relating to the Commission and notices of the occurrence of certain enumerated events, if material, to the Municipal Securities Rulemaking Board (the "MSRB") pursuant to a Continuing Disclosure Agreement (the "Continuing Disclosure Agreement"). These covenants are being made in order to assist the Initial Purchaser of the 2016 Bonds in complying with Rule 15c2-12 (the "Rule") of the U.S. Securities and Exchange Commission ("SEC") promulgated under the Securities Exchange Act 27366143.7 3 396 of 1934, as amended. See "APPENDIX D — FORM OF CONTINUING DISCLOSURE AGREEMENT." References The descriptions and summaries of the Indenture and various other documents hereinafter set forth do not purport to be comprehensive or definitive, and reference is made to each such document for the complete details of all terms and conditions. All statements herein are qualified in their entirety by reference to each such document, copies of which are available for inspection at the offices of the Commission. THE 2016 BONDS General The 2016 Bonds will mature on June 1 in the years and in the principal amounts shown on the inside cover of this Official Statement. Interest on the 2016 Bonds will be payable on each June 1 and December 1, commencing December 1, 2016, and will be computed on the basis of a 360-day year comprised of twelve 30-day months. Interest on each 2016 Bond will be payable to the registered Bondholder at such registered Bondholder's address as it appears on the Bond Register from the latest of: (i) such 2016 Bond's Issue Date, (ii) the most recent Interest Payment Date to which interest has been paid thereon or duly provided for, or (iii) if the date of authentication of such 2016 Bond is after a Record Date but prior to the immediately succeeding Interest Payment Date, the Interest Payment Date immediately succeeding such date of authentication. "Record Date" means, with respect to the 2016 Bonds, the fifteenth (15th) day (whether or not a Business Day) of the month preceding the month in which such Interest Payment Date occurs. The 2016 Bonds will be issued as fully registered bonds without coupons in the denominations of $5,000 and any integral multiple thereof. DTC will act as the initial securities depository for the 2016 Bonds, which will be issued initially pursuant to a book -entry only system. See "APPENDIX E — BOOK -ENTRY SYSTEM." Under the Indenture, the Commission may appoint a successor securities depository to DTC for the 2016 Bonds. The information under this caption, "THE 2016 BONDS," is subject in its entirety to the provisions described in "APPENDIX E — BOOK -ENTRY SYSTEM" while the 2016 Bonds are in DTC's book -entry system. 27366143.7 4 397 Redemption of 2016 Bonds* Optional Redemption. The 2016 Bonds maturing on or after June 1, 2027 shall be subject to redemption prior to their respective stated maturities, at the option of the Commission, from any source of available funds, as a whole or in part, on any date on or after June 1, 2026 at the principal amount of 2016 Bonds called for redemption plus accrued interest to the date fixed for redemption, without premium. Sufficient Funds Required for Optional Redemption. Any optional redemption of 2016 Bonds and notice thereof shall be conditional and rescinded and cancelled if for any reason on the date fixed for redemption moneys are not available in the Redemption Fund or otherwise held in trust for such purpose in an amount sufficient to pay in full on said date the principal of, interest, and any premium due on the 2016 Bonds called for redemption. Mandatory Redemption of the 2016 Bonds from Mandatory Sinking Account Payments. The 2016 Bonds maturing on June 1, 20_ (the "2016 Term Bonds") shall be subject to mandatory redemption prior to their respective stated maturities, in part, by lot, from Mandatory Sinking Account Payments on each June 1 that a Mandatory Sinking Account Payment is due, in the principal amount equal to the Mandatory Sinking Account Payment due on such date and at a redemption price equal to 100% of the principal amount thereof, plus accrued but unpaid interest to the redemption date, without premium. Redemption Date Mandatory Sinking (June 1) Account Payment t Final Maturity. Selection of 2016 Bonds for Redemption $ t Selection of 2016 Bonds for Redemption. The Commission shall designate which maturities of any 2016 Bonds are to be called for optional redemption. If less than all 2016 Bonds maturing by their terms on any one date are to be redeemed at any one time, the Trustee shall select the 2016 Bonds of such maturity date to be redeemed in any matter that it deems appropriate and fair and shall promptly notify the Commission in writing of the numbers of the 2016 Bonds so selected for redemption. For purposes of such selection, 2016 Bonds shall be deemed to be composed of multiples of minimum Authorized Denominations and any such multiple may be separately redeemed. "Authorized Denomination" means, with respect to the 2016 Bonds, $5,000 and any integral multiple thereof. In the event of an optional redemption of the 2016 Term Bonds, the Commission shall designate the Mandatory Sinking Account Payments, or portions thereof, in an aggregate amount equal to the principal amount of 2016 * Preliminary, subject to change. 27366143.7 5 398 Term Bonds so optionally redeemed, that are to be reduced as allocated to such redemption, and such Mandatory Sinking Account Payments shall be reduced accordingly. Notice of Redemption Each notice of redemption is to be mailed by the Trustee not less than 20 nor more than 90 days prior to the redemption date, to DTC and other parties specified in the Indenture. Conveyance of notices and other communications by DTC to DTC Direct Participants, by DTC Direct Participants to DTC Indirect Participants, and by DTC Direct Participants and DTC Indirect Participants to Beneficial Owners of 2016 Bonds will be governed by arrangements among them, and the Commission and the Trustee will not have any responsibility or obligation to send a notice of redemption except to DTC. Failure of DTC to receive any notice of redemption or any defect therein will not affect the sufficiency of any proceedings for redemption. Purchase In Lieu of Redemption The Commission reserves the right at all times to purchase any of its 2016 Bonds on the open market. In lieu of mandatory redemption, the Commission may surrender to the Trustee for cancellation 2016 Term Bonds purchased on the open market, and such 2016 Term Bonds shall be cancelled by the Trustee. If any 2016 Term Bonds are so cancelled, the Commission may designate the Mandatory Sinking Account Payments or portions thereof within such 2016 Term Bonds so purchased that are to be reduced as a result of such cancellation. PLAN OF REFUNDING The proceeds of the 2016 Bonds will be applied to (i) refund all of the Outstanding 2009 Series A Bonds, (ii) retire a portion of the outstanding Notes, (iii) finance a termination payment in connection with the termination of the DBAG Swap Agreement, and (iv) pay the costs of issuance of the 2016 Bonds. The 2009 Series A Bonds will be currently refunded by depositing a portion of the proceeds of the 2016 Bonds, together with other available amounts, with the Trustee to redeem the 2009 Series A Bonds on October , 2016 at a redemption price equal to the principal amount thereof, without premium. In connection with the redemption of the 2009 Series A Bonds, the Commission will pay a termination payment in the estimated amount of $ to Deutsche Bank AG, the provider of the DBAG Swap Agreement. 27366143.7 6 399 ESTIMATED SOURCES AND USES OF PROCEEDS The proceeds from the sale of the 2016 Bonds are expected to be applied as follows: Sources of Funds: Principal Amount Bond Premium/Discount Total Sources: Uses of Funds: Transfer to 2009 Bonds Trustee Transfer to Notes Trustee DBAG Swap Agreement Termination Payment Costs of Issuance(') Total Uses: $ $ $ $ (1) Includes the Initial Purchaser's discount, Rating Agency fees, initial fees and expenses of the Trustee, printing costs, fees and expenses of Bond Counsel, Disclosure Counsel and the Financial Advisor and other miscellaneous costs of issuance. [Remainder of page intentionally left blank ] 27366143.7 % 400 Fiscal Year 2010 Ending 2009 Series A June 30 Bonds(') Bonds 2017 $7,166,165 $ 1,881,500 2018 7,204,268 1,881,500 2019 7,235,014 1,881,500 2020 7,264,591 1,881,500 2021 7,274,432 1,881,500 2022 7,383,094 1,881,500 2023 7,380,728 1,881,500 2024 7,475,027 1,881,500 2025 7,450,235 1,881,500 2026 7,522,107 1,881,500 2027 7,582,942 1,881,500 2028 7,634,201 1,881,500 2029 7,671,500 1,881,500 2030 - 13,986,500 2031 - 13,986,250 2032 - 13,455,750 2033 - 2034 - 2035 - 2036 2037 2038 2039 - - Total(5) $96,244,303 $65,888,000 DEBT SERVICE SCHEDULE (As of October 1, 2016) 2010 Series B Bonds Principal $ 530,000 14,010,000 14,630,000 15,275,000 15,955,000 16,660,000 17,330,000 17,980,000 $112,370,000 Interest $7,649,026 7,649,026 7,649,026 7,649,026 7,649,026 7,649,026 7,649,026 7,649,026 7,649,026 7,649,026 7,649,026 7,649,026 7,649,026 7,649,026 7,649,026 7,649,026 7,612,949 6,659,288 5,663,424 4,623,655 3,537,598 2,403,552 1,223,899 $154,108,778 2016 Bonds 2010 Series B Annual Subsidy 2013 Net Debt Payments(2) Bonds(3) Principal Interest Service(') $ (2,982,113) (2,982,113) (2,982,113) (2,982,113) (2,982,113) (2,982,113) (2,982,113) (2,982,113) (2,982,113) (2,982,113) (2,982,113) (2,982,113) (2,982,113) (2,982,113) (2,982,113) (2,982,113) (2,969,486) (2,635,704) (2,287,152) (1,923,233) (1,543,113) (1,081,598) (550,754) $(60,704,843) $34,980,556 34,983,113 34,978,613 34,979,113 34,982,863 34,983,113 34,978,363 34,978,550 34,981,213 34,978,988 34,979,775 34,980,950 34,979,888 34,978,963 34,980,288 34,980,713 34,982,088 34,971,000 34,979,563 34,983,050 34,982,788 34,979,838 $769,563,381 Interest on the 2009 Bonds is calculated assuming the interest rates are equal to the fixed rates on the Existing Swaps, without including any remarketing agent or liquidity provider fees and expenses. See "OTHER SALES TAX OBLIGATIONS — Existing Swap Agreements." Under the Indenture, Subsidy Payments expected to be received from the United States Treasury Department are treated as an offset to Debt Service. See "RISK FACTORS — Reduction in Subsidy Payments." Interest through and including December 1, 2017 will be paid from amounts deposited into the 2013 Capitalized Interest Fund and interest earnings thereon assumed at 0.92% per annum. Net of amounts deposited into the 2013 Capitalized Interest Fund and interest earnings thereon. Totals presented may not add due to rounding. 27366143.7 8 401 SECURITY AND SOURCES OF PAYMENT FOR THE 2016 BONDS Limited Obligation THE 2016 BONDS ARE LIMITED TAX OBLIGATIONS OF THE COMMISSION PAYABLE SOLELY FROM REVENUES AS DEFINED AND PROVIDED IN THE INDENTURE AND CERTAIN OTHER FUNDS PLEDGED UNDER THE INDENTURE. THE COMMISSION IS NOT OBLIGATED TO PAY THE 2016 BONDS EXCEPT FROM REVENUES AND THOSE CERTAIN OTHER FUNDS PLEDGED UNDER THE INDENTURE. THE 2016 BONDS DO NOT CONSTITUTE A DEBT OR LIABILITY OF THE STATE OR ANY POLITICAL SUBDIVISION OF THE STATE OTHER THAN THE COMMISSION, OR A PLEDGE OF THE FULL FAITH AND CREDIT OF THE STATE OR OF ANY POLITICAL SUBDIVISION OF THE STATE. THE GENERAL FUND OF THE COMMISSION IS NOT LIABLE, AND THE CREDIT OR TAXING POWER (OTHER THAN AS DESCRIBED IN THE INDENTURE) OF THE COMMISSION IS NOT PLEDGED, FOR THE PAYMENT OF THE 2016 BONDS, THEIR INTEREST, OR ANY PREMIUM DUE UPON REDEMPTION OF THE 2016 BONDS. THE 2016 BONDS ARE NOT SECURED BY A LEGAL OR EQUITABLE PLEDGE OF, OR CHARGE, LIEN OR ENCUMBRANCE UPON, ANY OF THE PROPERTY OF THE COMMISSION OR ANY OF ITS INCOME OR RECEIPTS, EXCEPT THE REVENUES AND THE CERTAIN OTHER FUNDS PLEDGED UNDER THE INDENTURE. Pledge of Revenues All Revenues, consisting of Sales Tax Revenues and Swap Revenues, are irrevocably pledged by the Commission to secure the punctual payment of the principal of, premium, if any, and interest on the 2016 Bonds and any additional Series of Bonds issued under the Indenture and all amounts owing on any Parity Obligations in accordance with their terms. The Revenues shall not be used for any other purpose while any of the Bonds or Parity Obligations remain Outstanding, except as permitted by the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth therein. Additionally, all amounts (including, as applicable, proceeds of the Bonds) held by the Trustee under the Indenture (except for amounts held in the Rebate Fund, any Letter of Credit Account and any Bond Purchase Fund) are pledged to secure the payment of all amounts owing on the Bonds and Parity Obligations, subject only to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth therein. Pursuant to the Indenture, the pledge of Revenues constitutes a first lien to secure the Bonds and Parity Obligations. The pledge of Revenues shall be irrevocable until all Bonds issued under the Indenture, including the 2016 Bonds, and all Parity Obligations are no longer Outstanding. The Revenues pledged to the payment of the Bonds and Parity Obligations shall be applied without priority or distinction of one over the other and the Sales Tax Revenues shall constitute a trust fund for the security and payment of the Bonds and Parity Obligations; but nevertheless out of Revenues certain amounts may be applied for other purposes as provided in the Indenture. For a detailed description of the Sales Tax and projected receipts of Sales Tax Revenues, see "THE SALES TAX" herein. For a discussion of Swap Revenues, see "OTHER SALES TAX OBLIGATIONS — Existing Swap Agreements" herein. 27366143.7 9 402 Revenue Fund; Allocation of Revenues As long as any Bonds are Outstanding or any Parity Obligations remain unpaid, the Commission has assigned the Sales Tax Revenues to the Trustee and shall cause the Board of Equalization to transmit the same directly to the Trustee. The Sales Tax Revenues shall be received and held in trust by the Trustee for the benefit of the Holders of the Bonds and any Parity Obligations. The Trustee shall forthwith deposit all Sales Tax Revenues in the Revenue Fund, maintained and held in trust by the Trustee, when and as such Sales Tax Revenues are received by the Trustee. See "APPENDIX C — SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE — Allocation of Sales Tax Revenues." Investment income on amounts held by the Trustee (other than amounts held in the Rebate Fund or for which particular instructions are provided) shall also be deposited in the Revenue Fund. In each month while Bonds remain Outstanding, the Trustee is required to set aside receipts of Sales Tax Revenues in the following respective funds, amounts and order of priority (provided that deficiencies in any previously required deposit shall be made up prior to the deposit to a fund subsequent in priority and further provided that set asides or transfers required with respect to Parity Obligations, including certain regularly scheduled payments pursuant to Interest Rate Swap Agreements that are payable on a parity with the 2016 Bonds, shall be made on a parity basis, as provided in the Indenture): 1. Interest Fund. The Indenture requires the Trustee to make monthly deposits in the Interest Fund in an amount equal to (a) one -sixth of the aggregate half -yearly amount of interest becoming due and payable on Outstanding Current Interest Bonds (other than Bonds constituting Variable Rate Indebtedness) during the ensuing six-month period, plus (b) the aggregate amount of interest to accrue during that month on Outstanding Variable Rate Indebtedness, calculated, if the actual rate of interest is not known, at the interest rate specified in writing by the Commission, or if the Commission has not specified an interest rate in writing, calculated at the maximum interest rate borne by such Variable Rate Indebtedness during the month prior to the month of deposit plus one hundred (100) basis points (provided, however, that the amount of such deposit into the Interest Fund for any month may be reduced by the amount by which the deposit in the prior month exceeded the actual amount of interest accrued and paid during that month on said Outstanding Variable Rate Indebtedness and provided further that the amount of such deposit into the Interest Fund for any month will be increased by the amount by which the deposit in the prior month was less than the actual amount of interest accruing during that month on said Outstanding Variable Rate Indebtedness). No deposit need be made into the Interest Fund if the amount contained therein is at least equal to the interest to become due and payable on the Interest Payment Dates falling within the next six (6) months upon all of the Outstanding Bonds issued under the Indenture, and on June 1 and December 1 of each year any excess amounts in the Interest Fund not needed to pay interest on such date (and not held to pay interest on Bonds having Interest Payment Dates other than June 1 and December 1) will be transferred to the Commission (but excluding, in each case, any moneys on deposit in the Interest Fund from the proceeds of any Series of Bonds or other source and reserved as capitalized interest to pay interest on any future Interest Payment Dates following such Interest Payment Dates). All Swap Revenues received with respect to Interest Rate Swap 27366143.7 10 403 Agreements that are Parity Obligations shall be deposited in the Interest Fund and credited to the above -required deposits, and payments on such Interest Rate Swap Agreements (other than fees and expenses and termination payments) shall be payable from the Interest Fund and the above -required deposits shall be adjusted to include such payments. The Third Supplemental Indenture provides that immediately upon receipt of any Subsidy Payment with respect to the 2010 Series B Bonds, the Trustee shall deposit such amounts into the Interest Fund. In addition, the Fifth Supplemental Indenture provides that amounts on deposit in the 2013 Capitalized Interest Fund shall be transferred to the Interest Fund, on or before the Interest Payment Dates and in the amounts specified therein, to be used solely for paying interest on the 2013 Bonds through December 1, 2017. 2. Principal Fund; Sinking Accounts. The Indenture also requires the Trustee to make monthly deposits in the Principal Fund in an amount equal to at least (a) one -sixth of the aggregate semiannual amount of principal and accreted value, if applicable, becoming due and payable within the next six months on Outstanding Bonds having semiannual maturity dates, plus (b) one -twelfth of the aggregate yearly amount of principal, accreted value, if applicable, becoming due and payable within the next twelve months on Outstanding Bonds having annual maturity dates, plus (c) one -sixth of the aggregate of the Mandatory Sinking Account Payments to be paid during the next six-month period into the respective Sinking Accounts for the Term Bonds of all Series for which Sinking Accounts have been created and for which semiannual mandatory redemption is required from said Sinking Accounts, plus (d) one -twelfth of the aggregate of the Mandatory Sinking Account Payments to be paid during the next 12-month period into the respective Sinking Accounts for the Term Bonds of all Series for which Sinking Accounts have been created and for which annual mandatory redemption is required from such Sinking Accounts; provided that if the Commission certifies to the Trustee that any principal payments are expected to be refunded on or prior to their respective due dates or paid from amounts on deposit in a Bond Reserve Fund that would be in excess of the Bond Reserve Requirement applicable to such Bond Reserve Fund upon such payment, no amounts are required to be set aside toward such principal to be so refunded or paid. All of the aforesaid deposits made in connection with future Mandatory Sinking Account Payments are to be made without priority of any payment into any one such Sinking Account over any other such payment. If the Sales Tax Revenues are not sufficient to make the required deposits so that moneys in the Principal Fund on any principal or mandatory redemption date are equal to the amount of Bond Obligation to become due and payable on the Outstanding Serial Bonds of all Series plus the Bond Obligation amount of and redemption premium on the Outstanding Term Bonds required to be redeemed or paid at maturity on such date, then such moneys will be applied on a Proportionate Basis and in such proportion as said Serial Bonds and said Term Bonds shall bear to each other, after first deducting for such purposes from said Term Bonds any of said Term Bonds required to be redeemed annually which will have been redeemed or purchased during the preceding 12-month period and any of said Term Bonds required to be redeemed semiannually which will have been redeemed or purchased during the six-month period ending on such date or the immediately preceding six month period. In the event that the Sales Tax Revenues will 27366143.7 11 404 not be sufficient to pay in full all Mandatory Sinking Account Payments required to be paid at any one time into all such Sinking Accounts, then payments into all such Sinking Accounts are to be made on a Proportionate Basis, in proportion that the respective Mandatory Sinking Account Payments required to be made into each Sinking Account during the then current 12-month period bear to the aggregate of all of the Mandatory Sinking Account Payments required to be made into all such Sinking Accounts during such 12-month period. No deposit must be made into the Principal Fund as long as such fund holds (i) moneys sufficient to pay the Bond Obligations of all then Outstanding Serial Bonds maturing by their terms within the next twelve (12) months plus (ii) the aggregate of all Mandatory Sinking Account Payments required to be made in such 12-month period, but less any amounts deposited into the Principal Fund during such 12-month period and theretofore paid from the Principal Fund to redeem or purchase Term Bonds during such 12-month period; provided that if the Commission certifies to the Trustee that any principal payments are expected to be refunded on or prior to their respective due dates or paid from amounts on deposit in a Bond Reserve Fund that would be in excess of the Bond Reserve Requirement applicable to such Bond Reserve Fund upon such payment, no amounts need be on deposit with respect to such principal payments. At the beginning of each Fiscal Year and in any event not later than June 1 of each year, the Trustee is required to request from the Commission a Certificate of the Commission setting forth the principal payments for which deposits will not be necessary pursuant to the preceding sentence and the reason therefor. On June 1 of each year or as soon as practicable thereafter any excess amounts in the Principal Fund not needed to pay principal on such date (and not held to pay principal on Bonds having principal payment dates other than June 1) are required to be transferred to the Commission. 3. Bond Reserve Fund. The Indenture also requires the Trustee to make deposits to the Bond Reserve Fund, to the extent required. No such deposits are currently required for any series of the Bonds. See "SECURITY AND SOURCES OF PAYMENT FOR THE 2016 BONDS — No Reserve Fund for 2016 Bonds." 4. Subordinate Obligations Fund. As long as any Subordinate Obligations remain unpaid, any Revenues remaining in the Revenue Fund after the transfers described in (1), (2) and (3) above have been made shall be transferred to the trustee (the "Notes Trustee") for the Commission's Commercial Paper Notes (Limited Tax Bonds), Series A and Series B. After the Notes Trustee has made the required deposit of Revenues under the Subordinate Indenture, the Notes Trustee shall transfer any remaining Revenues back to the Trustee. 5. Fees and Expenses Fund. At the direction of the Commission, after the transfers described in (1), (2), (3) and (4) above have been made, the Trustee is required to deposit as soon as practicable in each month in the Fees and Expenses Fund (i) amounts necessary for payment of fees, expenses and similar charges (including fees, expenses and similar charges relating to any Liquidity Facility or Credit Enhancement for the Bonds or any Parity Obligations) owing in such month or the following month by the Commission in connection with the Bonds or any Parity Obligations and (ii) amounts 27366143.7 12 405 necessary for payment of fees, expenses and similar charges owing in such month or the following month by the Commission in connection with Subordinate Obligations. The Commission shall inform the Trustee of such amounts, in writing, on or prior to the first Business Day of each month. Any Revenues remaining in the Revenue Fund after the foregoing transfers described in (1), (2), (3), (4) and (5) above, except as the Commission shall otherwise direct in writing or as is otherwise provided in a supplemental indenture, shall be transferred to the Commission on the same Business Day or as soon as practicable thereafter. The Commission may use and apply the Revenues when received by it for any lawful purpose of the Commission, including the redemption of Bonds upon the terms and conditions set forth in the supplemental indenture relating to such Bonds and the purchase of Bonds as and when and at such prices as it may determine If, five (5) days prior to any principal payment date, Interest Payment Date or mandatory redemption date, the amounts on deposit in the Revenue Fund, the Interest Fund, the Principal Fund, including the Sinking Accounts therein, and, as and to the extent not required to satisfy the Bond Reserve Requirement, any Bond Reserve Fund established in connection with the 2016 Bonds with respect to the payments to be made on such upcoming date are insufficient to make such payments, the Trustee shall immediately notify the Commission, in writing, of such deficiency and direct that the Commission transfer the amount of such deficiency to the Trustee on or prior to such payment date. The Commission has covenanted and agreed to transfer to the Trustee from any Revenues in its possession the amount of such deficiency on or prior to the principal, interest or mandatory redemption date referenced in such notice. See "APPENDIX C — SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE — Definitions" and "— Allocation of Sales Tax Revenues" for a more complete discussion. No Reserve Fund for 2016 Bonds The Commission is not funding a reserve fund for the 2016 Bonds. Neither the 2016 Bonds nor any other Bonds Outstanding are secured by a reserve fund. Additional Bonds and Parity Obligations The Commission currently has $751,300,000 in aggregate principal amount of its Bonds Outstanding, payable from Sales Tax Revenues on a parity with the 2016 Bonds. See "OTHER SALES TAX OBLIGATIONS — Existing Bonds." Under the Indenture, the Commission may issue other obligations payable in whole or in part from Sales Tax Revenues, subject to the limitations of the Act and to the terms and conditions contained in the Indenture. Issuance of Additional Series of Bonds. The Commission may by Supplemental Indenture establish one or more additional Series of Bonds payable from Sales Tax Revenues and secured by the pledge made under the Indenture equally and ratably with the 2016 Bonds, but only upon compliance by the Commission with the provisions of the Indenture, including the conditions that: 27366143.7 13 406 (1) No Event of Default shall have occurred and then be continuing. (2) The aggregate principal amount of Bonds issued pursuant to the Indenture may not exceed any limitation imposed by the Act. (3) If so required in the Supplemental Indenture providing for the issuance of such Series, either (i) a Bond Reserve Fund shall be established to provide additional security for such Series of Bonds or (ii) the balance in an existing Bond Reserve Fund, forthwith upon the receipt of the proceeds of the sale of Bonds of such Series shall be increased, if necessary, to an amount at least equal to the Bond Reserve Requirement with respect to all Bonds to be considered Outstanding upon the issuance of Bonds of such Series. Said deposit may be made from the proceeds of the sale of Bonds of such Series or from other funds of the Commission or from both such sources or may be made in the form of a Reserve Facility. (4) The Commission shall place on file with the Trustee a Certificate of the Commission certifying that the amount of Sales Tax Revenues collected during the Fiscal Year for which audited financial statements are available preceding the date on which such additional Series of Bonds will become Outstanding shall have been at least equal to 1.5 times Maximum Annual Debt Service on all Series of Bonds and Parity Obligations then Outstanding and the additional Series of Bonds then proposed to be issued, which Certificate shall also set forth the computations upon which such Certificate is based. For purposes of determining Debt Service, interest on the 2010 Series B Bonds will be calculated net of the Subsidy Payments. See "APPENDIX C — SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE — Definitions." Nothing in the Indenture shall prevent or be construed to prevent the Supplemental Indenture providing for the issuance of an additional Series of Bonds from pledging or otherwise providing, in addition to the security given or intended to be given by the Indenture, additional security for the benefit of such additional Series of Bonds or any portion thereof. Issuance of Refunding Bonds. Refunding Bonds may be authorized and issued by the Commission without compliance with the provisions of the Indenture described above under (4) "Issuance of Additional Series of Bonds" and other terms of the Indenture; provided, that Maximum Annual Debt Service on all Bonds and Parity Obligations Outstanding following the issuance of such Refunding Bonds is less than or equal to Maximum Annual Debt Service on all Bonds and Parity Obligations Outstanding prior to the issuance of such Refunding Bonds, or (ii) that the Commission expects a reduction in Debt Service on all Bonds Outstanding and all Parity Obligations outstanding to result from the refunding to be effected with the proceeds of such Refunding Bonds. Issuance of Parity Obligations. The Commission may also issue Parity Obligations which will have, when issued, an equal lien and charge upon the Sales Tax Revenues, provided that the conditions to the issuance of such Parity Obligations set forth in the Indenture are satisfied, including satisfaction of the coverage test described in subsection (4) above under the caption "Issuance of Additional Series of Bonds" (unless such Parity Obligations are being issued for refunding purposes, in which case the coverage test shall not apply). 27366143.7 14 407 As defined in the Indenture, "Parity Obligations" means any indebtedness, installment sale obligation, lease obligation or other obligation of the Commission for borrowed money, the Existing Swaps or any other Interest Rate Swap Agreement (excluding fees and expenses and termination payments on Interest Rate Swap Agreements) entered into in connection with a Series of Bonds, in each case incurred in accordance with the provisions of the Indenture and having an equal lien and charge upon the Sales Tax Revenues and therefore being payable on a parity with the Bonds (whether or not any Bonds are Outstanding). The Commission's obligation to make regularly scheduled payments under the Existing Swap Agreements (as defined below) constitutes a Parity Obligation under the Indenture. The Ordinance, as amended, limits the amount of the Commission's bonds secured by Sales Tax Revenues to a maximum aggregate principal amount of $975 million at any one time outstanding. See "OTHER SALES TAX OBLIGATIONS — Limitation on Outstanding Sales Tax Obligations." OTHER SALES TAX OBLIGATIONS Existing Bonds On July 3, 2013, the Commission issued $462,200,000 in original, aggregate principal amount of its Sales Tax Revenue Bonds (Limited Tax Bonds) 2013 Series A (the "2013 Bonds"), which are currently outstanding in the aggregate principal amount of $462,200,000. The 2013 Bonds mature, subject to optional and mandatory sinking fund redemption prior thereto, on June 1, 2039. On November 30, 2010, the Commission issued $37,630,000 in original, aggregate principal amount of its Sales Tax Revenue Bonds (Limited Tax Bonds) 2010 Series A (Tax - Exempt) (the "2010 Series A Bonds") and $112,370,000 in original, aggregate principal amount of its Sales Tax Revenue Bonds (Limited Tax Bonds) 2010 Series B (Taxable Build America Bonds) (the "2010 Series B Bonds," and together with the 2010 Series A Bonds, the "2010 Bonds"). The 2010 Series A Bonds consist of 5.00% Term Bonds maturing on June 1, 2032, and the 2010 Series B Bonds consist of 6.807% Term Bonds maturing on June 1, 2039, subject in each case to mandatory redemption from Mandatory Sinking Account Payments. The 2010 Series B Bonds have been designated by the Commission as "Build America Bonds" that are "qualified bonds" under the American Recovery and Reinvestment Act of 2009 (the "Stimulus Act"). The Trustee is to receive on the Commission's behalf cash subsidy payments from the United States Treasury ("Subsidy Payments") equal to 35% of the interest payable on the 2010 Series B Bonds, or 45% of the interest payable on such 2010 Series B Bonds that have been additionally designated as "Recovery Zone Economic Development Bonds." On March 1, 2013, the federal government announced the implementation of certain automatic spending cuts known as the sequester. As a result of the sequester, Subsidy Payments for the 2010 Series B Bonds will be reduced by 6.8% (or approximately $202,800) for the federal fiscal year ending September 30, 2016 unless Congressional action changes the reduction percentage. See "RISK FACTORS — Reduction in Subsidy Payments." The Commission is obligated to make all payments of Debt Service on the 2010 Series B Bonds from Revenues 27366143.7 15 408 regardless of whether it receives the full amount of the Subsidy Payments. The Commission does not believe that the reduction in Subsidy Payments due to the sequester will have a material adverse effect on the Commission's ability to pay Debt Service on the 2010 Series B Bonds or any other Bonds. On October 1, 2009, the Commission issued $185,000,000 in original, aggregate principal amount of its Sales Tax Revenue Bonds (Limited Tax Bonds) 2009 Series A, 2009 Series B and 2009 Series C (collectively, the "2009 Bonds"), which are currently outstanding in the aggregate principal amount of $139,100,000. The 2009 Bonds mature, subject to mandatory sinking fund redemption prior thereto, on June 1, 2029 and are variable rate obligations currently bearing interest at a weekly rate. To hedge its variable rate exposure on the 2009 Bonds, the Commission entered into interest rate swap agreements with Bank of America, N.A. and Deutsche Bank AG, New York Branch, as described further in "Existing Swap Agreements" below. The 2009 Bonds are currently subject to optional tender by the holders thereof. The payment of the purchase price of tendered 2009 Bonds is payable from the proceeds of remarketing the 2009 Bonds and, to the extent remarketing proceeds are insufficient therefor, from amounts available from Standby Bond Purchase Agreements relating to each series of the 2009 Bonds (each, a "2009 Bonds Liquidity Facility"), between the Commission and The Bank of Tokyo -Mitsubishi UFJ, Ltd., acting through its New York Branch (the "2009 Bonds Liquidity Provider"), or from any Alternate Liquidity Facility that may be obtained by the Commission in the future. Each 2009 Bonds Liquidity Facility expires on March 15, 2019, unless extended by the parties thereto. The obligation of the Commission to reimburse the 2009 Bonds Liquidity Provider and to make any other payments under a 2009 Bonds Liquidity Facility is secured by a pledge of Sales Tax Revenues on a parity with the pledge securing the Bonds, including the 2016 Bonds. Under certain circumstances, 2009 Bonds purchased by the 2009 Bonds Liquidity Provider and not remarketed may become Liquidity Facility Bonds. Such Liquidity Facility Bonds shall bear interest as provided in the relevant 2009 Bonds Liquidity Facility and may be subject to mandatory prepayment upon the occurrence of certain events of default described in such 2009 Bonds Liquidity Facility. A portion of 2016 Bond proceeds will be applied to redeem all of the Outstanding 2009 Series A Bonds. See "PLAN OF REFUNDING" herein. Existing Swap Agreements The Commission has entered into interest rate swap agreements with Bank of America, N.A. and Deutsche Bank AG, New York Branch described below (collectively, the "Existing Swap Agreements"), in the combined initial notional amount of $185,000,000 (subject to amortization corresponding to the amortization of the 2009 Bonds, which are currently Outstanding in the aggregate principal amount of $139,100,000). A portion of 2016 Bond proceeds will be applied to terminate the DBAG Swap. See "PLAN OF REFUNDING" herein. The Existing Swap Agreements have an effective date of October 1, 2009 and expire on June 1, 2029, and are designed to provide that the interest obligation with respect to the 2009 Bonds when combined with the Existing Swap Agreements approximates a synthetic fixed rate: 27366143.7 16 409 (i) An ISDA Master Agreement, dated as of August 22, 2006, between Bank of America, N.A. (`BofA") and the Commission, as supplemented by the Schedule, dated as of August 22, 2006 and the confirmation of a transaction with an initial notional amount of $100,000,000 entered into on August 22, 2006 between BofA and the Commission (the `BofA Swap Agreement"). (ii) An ISDA Master Agreement, dated as of September 24, 2008, between Deutsche Bank AG, New York Branch ("DBAG") and the Commission, as supplemented by the Schedule, dated as of September 24, 2008 and the confirmation of a transaction with an initial notional amount of $85,000,000 entered into on September 24, 2008 between DBAG and the Commission (the "DBAG Swap Agreement"). The Commission's obligation to make regularly scheduled payments to the swap counterparties under the Existing Swap Agreements is secured by Sales Tax Revenues on a parity basis with the Commission's obligation to pay principal of and interest on the Bonds, including the 2016 Bonds, and therefore such obligation constitutes a Parity Obligation under the Indenture. The Commission's obligation to make any early termination payment under the Existing Swap Agreements is secured by a pledge of Sales Tax Revenues subordinate to the pledge of Sales Tax Revenues in favor of the Bonds, Parity Obligations and payment of principal of and interest on Subordinate Obligations. The BofA Swap Agreement currently is outstanding in the notional amount of $75,200,000, subject to amortization as set forth therein, which corresponds to the combined amortization of the 2009 Series B Bonds and 2009 Series C Bonds. Pursuant to this agreement, BofA has agreed to pay the Commission a floating rate equal to 67% of USDLIBOR (One Month) and the Commission has agreed to pay BofA a fixed rate equal to 3.679%. The BofA Swap Agreement is subject to early termination in the event that the unenhanced ratings on the Bonds issued by Moody's Investors Service ("Moody's") and Standard & Poor's Rating Services ("S&P") fall below investment grade or are withdrawn or suspended; a reduction in the long- term unsubordinated ratings of BofA below investment grade can also result in an early termination of the BofA Swap Agreement. The Commission has the option of terminating the BofA Swap Agreement upon two Business Days' notice provided it has sufficient funds to pay any early termination amount. The Commission is not required to post collateral with respect to its obligations under the BofA Swap Agreement. The DBAG Swap Agreement currently is outstanding in the notional amount of $63,900,000) , subject to amortization as set forth therein, which corresponds to the amortization of the 2009 Series A Bonds. Pursuant to this agreement, DBAG has agreed to pay the Commission a floating rate equal to 67% of USDLIBOR (One Month) and the Commission has agreed to pay DBAG a fixed rate equal to 3.206%. The DBAG Swap Agreement is subject to early termination in the event that the unenhanced ratings on the Bonds issued by Moody's and S&P fall below investment grade or are withdrawn or suspended; a reduction in the unenhanced ratings of the long-term unsecured unsubordinated debt of DBAG below investment grade can also result in an early termination of the DBAG Swap Agreement. The Commission has the option of terminating the DBAG Swap Agreement upon two Business Days' notice provided it has sufficient funds to pay any early termination amount. The Commission is not required to 27366143.7 17 410 post collateral with respect to its obligations under the DBAG Swap Agreement. On May 23, 2016, Moody's Investors Service downgraded the ratings of DBAG and its affiliates: DBAG's long-term deposit rating was downgraded to A3 from A2, its senior unsecured debt rating was downgraded to Baa2 from Baal, its standalone baseline credit assessment was downgraded to Bal from Baa3, and its counterparty risk assessment was downgraded to A3(cr) from A2(cr). DBAG's short-term ratings and short-term counterparty risk assessments were also downgraded to Prime-2 from Prime-1 and to Prime-2(cr) from Prime-1(cr), respectively. In the event of an early termination of one or both of the Existing Swap Agreements, a termination payment will be payable by either the Commission or the swap counterparty depending on the then current market value of the Existing Swap Agreement subject to termination. Any such termination payment payable by the Commission could be substantial. As of , 2016, the value of the termination payment, if each of the Existing Swap Agreements were terminated based on the mid -market swap curve and assuming functioning markets, was estimated by the Commission's financial advisor to be approximately $ payable by the Commission for the BofA Swap Agreement and $ payable by the Commission for the DBAG Swap Agreement. Any early termination payments are payable from Sales Tax Revenues on a basis subordinate to the Bonds (including the 2016 Bonds). Subordinate Obligations The Commission may issue obligations ("Subordinate Obligations") payable out of Sales Tax Revenues on a basis subordinate to the payment of the principal, premium, interest and reserve fund requirements for the Bonds and all Parity Obligations, as the same become due and payable. The Commission's Sales Tax Revenue Commercial Paper Notes (Limited Tax Bonds), Series A (the "Notes") and the credit agreement supporting the Notes constitute Subordinate Obligations under the Indenture. The Commission's obligation to make early termination payments under the Existing Swap Agreements is secured by a pledge of the Sales Tax Revenues subordinate to the pledge in favor of the 2016 Bonds, Parity Obligations and payment of principal of and interest on Subordinate Obligations. As of , 2016, there was [$20,000,000] in principal amount of Notes outstanding out of an authorized $60,000,000 program. The program was initially established at a maximum of $185,000,000 in principal amount and has been reduced to a maximum of $60,000,000 in principal amount. The Commission intends to retire $ in principal amount of the Notes currently outstanding with a portion of the proceeds of the 2016 Bonds. See "PLAN OF REFUNDING" and "ESTIMATED SOURCES AND USES OF PROCEEDS." The principal of and interest on the Notes are payable from draws under an irrevocable, direct -pay letter of credit (the "CP Letter of Credit") issued by State Street Bank and Trust Company (the "CP Bank"). The stated amount of the Letter of Credit is $60,750,000. The CP Letter of Credit expires in October 2017, unless terminated earlier as provided in the related reimbursement agreement. The Commission's obligation to reimburse the CP Bank for draws under the CP Letter of Credit to pay the principal of and interest on the Notes is secured by a pledge of Sales Tax Revenues subordinate to the pledge in favor of the holders of the Bonds, including the 2016 Bonds, and on parity with the obligation to pay Note holders. If the Commission is unable to extend or replace the CP Letter of Credit by its expiration date, the Commission may refund any 27366143.7 18 411 related Notes and any related reimbursement obligations due to the CP Bank with the proceeds of an additional Series of Bonds, in accordance with the requirements of the Indenture. See "SECURITY AND SOURCES OF PAYMENT FOR THE 2016 BONDS — Additional Bonds and Parity Obligations" herein. Limitation on Outstanding Sales Tax Obligations Under the Ordinance, as amended, the Commission has the power to sell or issue, from time to time, bonds or other evidence of indebtedness, including but not limited to capital appreciation bonds, secured solely by Sales Tax Revenues, in the aggregate principal amount at any one time outstanding of not to exceed $975 million. A ballot measure increasing the limitation from its original $500 million amount to $975 million was approved by a majority of those voting at a special election held in the County on November 2, 2010. See "SECURITY AND SOURCES OF PAYMENT FOR THE 2016 BONDS — Additional Bonds and Parity Obligations" herein. THE SALES TAX General The Act, among other things, authorizes the Commission to develop a countywide consensus on a proposed transaction expenditure plan to be submitted to the voters as part of an ordinance imposing a retail transactions and use tax in the County in accordance with the provisions of the California Transactions and Use Tax Law (Revenue and Taxation Code Section 7251, et seq.). In accordance with the Act, on November 5, 2002, more than two-thirds of the voters of the County voting on the measure approved Measure "A," which authorized the imposition of the Sales Tax in the County. The Sales Tax commenced on July 1, 2009 and will be collected for a thirty-year period ending on June 30, 2039. The Sales Tax consists of a one- half of one percent (1/2%) sales tax on the gross receipts of retailers from the sale of tangible personal property sold in the County and a use tax at the same rate upon the storage, use or other consumption in the County of such property purchased from any retailer for storage, use or other consumption in the County, subject to certain limited exceptions described below. See "RIVERSIDE COUNTY TRANSPORTATION COMMISSION — The Transportation Expenditure Plan" herein. The one-half of one percent sales tax imposed in the County for transportation purposes and administered by the Commission, is in addition to the sales tax levied statewide by the State of California (the "State") and certain other sales taxes imposed by cities and local agencies within the County. Proposition 30, approved by the voters of the State in the November 2012 election, increased the statewide sales tax by one -quarter of one percent, from 7.25% to 7.5%, for a period of four years from January 1, 2013 to but excluding January 1, 2017. In general, the statewide sales tax applies to the gross receipts of retailers from the sale of tangible personal property. The statewide use tax is imposed on the storage, use or other consumption in the state of property purchased from a retailer for such storage, use or other consumption. Since the use tax does not apply to cases where the sale of the property is subject to the sales tax, the application of the use tax generally is to purchases made outside of the State for use within the State. 27366143.7 19 412 The Sales Tax generally is imposed upon the same transactions and items subject to the sales and use tax levied statewide by the State (hereinafter collectively referred to as the "State Sales Tax"), with generally the same exceptions. Many categories of transactions are exempt from the State Sales Tax and the Sales Tax. The most important of these exemptions are: sales of food products for home consumption, prescription medicine, edible livestock and their feed, seed and fertilizer used in raising food for human consumption, and gas, electricity and water when delivered to consumers through mains, lines and pipes. In addition, "Occasional Sales" (i.e., sales of property not held or used by a seller in the course of activities for which he or she is required to hold a seller's permit) are generally exempt from the State Sales Tax and from the Sales Tax; however, the "Occasional Sales" exemption does not apply to the sale of an entire business and other sales of machinery and equipment used in a business. Sales of property to be used outside the county which are shipped to a point outside the county, pursuant to the contract of sale, by delivery to such point by the retailer, or by delivery by the retailer to a carrier for shipment to a consignee, at such point, are exempt from the State Sales Tax and from the Sales Tax. Action by the State Legislature or by voter initiative or judicial decisions interpreting State law could change the transactions and items upon which the State Sales Tax and the Sales Tax are imposed. Such changes or amendments could have either an adverse or beneficial effect on Sales Tax Revenues. The Commission is not currently aware of any proposed legislative change which would have a material adverse effect on Sales Tax Revenues. See also "RISK FACTORS — Proposition 218" herein. Collection of Sales Tax Revenues Collection of the Sales Tax is administered by the Board of Equalization. The Commission and the Board of Equalization have entered into an agreement for state administration of district transactions and use taxes to authorize payment of Sales Tax Revenues directly to the Trustee. The Board of Equalization, after deducting amounts payable to itself, is required to remit the balance of amounts received from the Sales Tax directly to the Trustee. The Trustee is required to apply the Sales Tax Revenues to make deposits to the funds and accounts established under the Indenture and to transfer the remaining amounts to U.S. Bank National Association, as issuing and paying agent for the Notes (the "Issuing and Paying Agent"). See "SECURITY AND SOURCES OF PAYMENT FOR THE 2016 BONDS" herein. The remaining unapplied Sales Tax Revenues, if any, are applied to pay fees, expenses and similar charges relating to any Liquidity Facility or Credit Enhancement, or otherwise owing in connection with the Bonds or Parity Obligations, and thereafter are transferred to the Commission for use for any purpose contemplated by the Ordinance. The fee that the Board of Equalization is authorized to charge for collection of the Sales Tax is determined by State legislation. The Board of Equalization fee for collection of the Sales Tax for Fiscal Year 2015-16 was $1,984,900. The Board of Equalization fee for collection of the Sales Tax for Fiscal Year 2016-17 is estimated at $2,006,180. 27366143.7 20 413 Historical Sales Tax Revenues The following table sets forth net sales tax revenues for the Fiscal Years indicated below. RIVERSIDE COUNTY TRANSPORTATION COMMISSION HISTORICAL SALES TAX REVENUES Fiscal Year Ended June 30 Net Sales Tax Revenues(1) % Change From Prior Fiscal Year 2007 $154,539,723 - 2008 142,537,548 (7.77) 2009 119,688,289 (16.03) 2010 114,526,254 (4.31) 2011 123,439,833 7.78 2012 134,984,307 9.35 2013 149,428,124 10.70 2014 156,355,894 4.64 2015 163,092,776 4.31 2016 [Expected 9/15](2) 0) Net of Board of Equalization administrative fee. (2) Preliminary, unaudited. Source: The Commission. The Commission is unable to predict if annual Sales Tax Revenues will continue to increase. For a summary of historical taxable retail sales within the County, see the table entitled "County of Riverside, Taxable Sales Transactions" in "APPENDIX B — COUNTY OF RIVERSIDE DEMOGRAPHIC AND ECONOMIC INFORMATION." The following table sets forth the Maximum Annual Debt Service coverage on the Bonds (including the 2016 Bonds) based on Sales Tax Revenues for the Fiscal Year ended June 30, 2016. Sales Tax Revenues Fiscal Year Ended June 30, 2016 $ Maximum Annual Debt Service on all Bonds(') Coverage Ratio (1) Interest on variable rate debt is calculated assuming the interest rates are equal to the fixed rates on the Existing Swaps, without including any remarketing agent or liquidity provider fees and expenses. The Subsidy Payments relating to the Series 2010 Bonds are treated as an offset to Debt Service and the Maximum Annual Debt Service presented in the table above is reduced by the Subsidy Payments. See "DEBT SERVICE SCHEDULE" and "RISK FACTORS — Reduction in Subsidy Payments" herein. (2) Includes debt service on 2016 Bonds. Source: The Commission and Fieldman, Rolapp & Associates. 27366143.7 21 414 RIVERSIDE COUNTY TRANSPORTATION COMMISSION General The Commission is charged with a number of important responsibilities in serving the residents of the County. Administering the sales tax program, which has raised more than $1 billion, has been by far the most prominent of these responsibilities. The Commission, which has the responsibility of placing future transportation ballot measures before the public, was successful in November 2002 in obtaining more than two-thirds voter approval of the Sales Tax. In addition to the Commission's Measure A responsibilities, the Commission has also been designated as the congestion management agency (the "CMA") for the County. As the CMA, the Commission has developed a congestion management program that more effectively utilizes transportation funds by linking land use, transportation and air quality efforts. The Commission serves as the Service Authority for Freeway Emergencies and operates the freeway service patrol (the "FSP") for the County. The results of these programs — 597 call boxes along the County roadways and 21 FSP tow trucks providing assistance to more than 43,000 motorists annually — are among the most visible of the Commission's programs. State Route 91 ("SR-91") is an east -west limited access highway running from Interstate 110 in Los Angeles County at its western end, through Orange County and to the interchange of Interstate 215 ("I-215") and State Route 60 ("SR-60") in Riverside County on its eastern end. In Orange County, two tolled express lanes ("OCTA SR-91 Express Lanes") are operated in each direction by the Orange County Transportation Authority ("OCTA"). The OCTA SR-91 Express Lanes were constructed in the median area of SR-91, beginning west of the SR-91/State Route 55 ("SR-55") interchange and terminating near the Orange County/Riverside County line. The Riverside SR-91 Corridor Improvement Project (the "SR-91 Project") will connect with the OCTA SR-91 Express Lanes at the Orange County/Riverside County line using a two-mile long mixing area (allowing vehicles to use either or both sections of the tolled lanes) and continue approximately eight miles to the Interstate 15 ("I-15")/SR-91 interchange in Riverside County, California. Payment of the 2016 Bonds from Sales Tax Revenues is not conditioned upon the construction or operation of the SR-91 Project or the payment of the Commission's Toll Revenue Senior Lien Bonds, 2013 Series A and 2013 Series B issued in connection with the SR-91 Project, however, see "RISK FACTORS - Financial and Operating Risks of the SR-91 Project." In 1998, the State Legislature gave new authority to the Commission by changing the way funding is distributed from the State Transportation Improvement Program, which is funded through state and federal gas taxes. In simple terms, counties no longer apply to the State for funding their most urgent transportation needs. Instead, State transportation dollars are given directly as an entitlement, leaving the decision making about transportation spending up to the designated county transportation commission like the Commission. While this gives the Commission greater control over how transportation dollars are spent, it also requires a much higher level of local communication and participation to determine how these dollars are spent throughout a county with many transportation needs. The Commission has the responsibility to program funds received under the California Transportation Development Act, a statewide 27366143.7 22 415 source of funding for transit purposes, primarily to the County's major public transit providers, although the Commission has no responsibility to provide transit services. To enhance County -wide participation and improve its decision -making, the Commission made a major change in its structure in 1999 by expanding the Board from eight members to 30. The Board expanded in 2008, 2010 and 2011 with the addition of four members in total representing newly incorporated cities. The current Board now has 34 members. The expanded Commission ensures better representation throughout the County and provides the participatory framework for continued success in carrying out these responsibilities. The Transportation Expenditure Plan On November 5, 2002, 69.2% of the voters of the County approved Measure "A" — The Riverside County Transportation Commission Transportation Expenditure Plan (the "Expenditure Plan") and Retail Transaction and Use Tax Ordinance (the "Ordinance") which expressed the following concerns in its preamble: "The transportation system in Riverside County is rapidly deteriorating and our population and economy are growing rapidly. Maintenance and repairs of existing roadways and improvements to relieve congestion cannot be accomplished with available funds. Without additional funds, the system will bog down and pavement will crumble into permanent disrepair.... Local governments must either generate revenues to expand our system and maintain our investments or watch the system collapse and endanger the health, welfare and safety of all Riverside County residents." The goals of the Expenditure Plan are as follows: (1) Maintain and improve the quality of life in Riverside County by supplementing existing funds for transportation; (2) provide for accountability in the expenditure of taxpayer funds; (3) provide for equity in the distribution of Measure "A" Revenues; and (4) provide for local control of the Transportation Improvement Program. To address the concerns as expressed in the preamble, and to accomplish its goals and policies, the Ordinance provided that sales tax revenues be distributed to the specific geographic areas of Riverside County (i.e., Western County, Coachella Valley, and Palo Verde Valley) based on their proportionate share of revenues generated in the County, and that funds (including proceeds of bonds secured by such sales tax revenues) be allocated for highway and regional arterial projects, local streets and roads, transit and commuter rail, new corridors and economic development. In the Western County, $370 million is to be used for new corridor projects, $1.020 billion for highway projects, $300 million for regional arterial projects, $390 million for public transit, $970 million for local street and road improvements, $270 million for bond financing costs, and the remaining $40 million for economic development projects. In the Coachella Valley, fifty percent is to be earmarked for its highway and regional arterial system, 27366143.7 23 416 thirty-five percent for local streets and roads, and the remaining fifteen percent for transit. All Palo Verde Valley funds are designated for the maintenance of local streets and roads. Commissioners Section 130053 of the California Public Utilities Code specifies that the Commission consists of five members of the Riverside County Board of Supervisors, one member from each incorporated city in Riverside County (each of whom must be a mayor or member of the City Council) and one non -voting member appointed by the governor of the State of California. The role of the Commission is to act as a policy -making board for Riverside County transportation activities. Executive Staff The Commission's key staff members, the position held by each and a brief statement of the background of each staff member are set forth below. Anne Mayer, Executive Director. Anne Mayer was appointed in October 2007 as the Executive Director of the Commission. She is responsible for overall management of the Commission including execution of operational policies and procedures and all personnel decisions. Ms. Mayer joined the Commission in May 2005 as Deputy Executive Director. Prior to joining the Commission, she was the District 8 Director for the California Department of Transportation ("Caltrans"). As District Director, she was responsible for management of the State highway system in San Bernardino and Riverside counties. Ms. Mayer is a Professional Engineer in the State of California with over 30 years of experience in the public works field, working at Caltrans for 14 of those years. Ms. Mayer holds a civil engineering degree from Michigan State University. John Standiford, Deputy Executive Director. In January 2008, John Standiford was appointed as Deputy Executive Director for the Commission. He joined the Commission in 1999 and was the Public Affairs Director prior to his current appointment. Mr. Standiford also served as the Manager of Government and Media Relations for the Orange County Transportation Authority, where he worked for more than seven years. Earlier in his career, Mr. Standiford worked for three state legislators from the Los Angeles area. He received his bachelor and masters degrees from the University of California, Irvine. Theresia Trevino, Chief Financial Officer. Ms. Trevino joined the Commission as the Chief Financial Officer in January 2004. Ms. Trevino previously worked as Manager of Accounting and Financial Reporting for the Orange County Transportation Authority. She also served as an adjunct professor for governmental accounting and reporting at the University of Redlands. Ms. Trevino's 19-year public accounting career included 16 years with Ernst & Young LLP. As Senior Manager in its Assurance and Advisory Business Services practice serving government clients, she led the development of the Southern California practice and served as a national technical resource. She is a Certified Public Accountant in California and completed the Executive Management Program at the University of California, Riverside. Ms. Trevino received a bachelor of science degree in accounting from Loyola Marymount University with Magna Cum Laude Honors. 27366143.7 24 417 Cash and Investments As of May 31, 2016 (based on unaudited financial information), the Commission had approximately $741.6 million, at book value, in cash and investments. Such cash and investments were comprised of non -discretionary trust accounts (including commercial paper proceeds and debt service principal and interest funds) of approximately $186.7 million and discretionary (operating) accounts of approximately $554.9 million. The non -discretionary trust accounts are primarily invested in specific debt securities and money market mutual funds. The discretionary accounts were invested, as of May 31, 2016, as follows: Percentage of Total Book Value Cash and Investments as of May 31, 2016 Riverside County Pooled Investment Fund 85.8% Local Agency Investment Fund 0.7 Operations Pooled Investments (in debt securities) 9.1 Bank deposits 4.4 Total 100.0% Additional information regarding the Commission's cash and investments is included in "Note 1. Summary of Significant Accounting Policies Cash and Investments" and "Note 2. Cash and Investments" in the Notes to Financial Statements in "APPENDIX A — COMMISSION AUDITED FINANCIAL STATEMENTS FOR FISCAL YEAR ENDED JUNE 30, 2015." The Commission engaged an investment manager to advise the Commission on the investment of proceeds of the 2013 Bonds and the Toll Revenue Bonds and a second investment manager to advise the Commission on the investment of funds held in certain discretionary accounts. Debt Management Policy The Commission's Board has adopted a Debt Management Policy with periodic revisions with the most recent revision approved by the Board on April 10, 2013. Since its initial adoption by the Board, the Debt Management Policy has stated that one of the Commission's main objectives in the sale of debt payable from Sales Tax Revenues is to maintain a 2.0x debt service coverage ratio. The Debt Management Policy is always subject to further revision by majority action of the Commissioners. RISK FACTORS Economic Conditions The amount of Sales Tax Revenues collected at any time is directly dependent upon the level of retail sales within the County. During the latter part of 2007 through 2010 the economy of the County was in a recession, as evidenced by a high unemployment rate, a decrease in total personal income and taxable sales, a drop in residential and commercial building permits, a decline in the rate of home sales and the median price of single-family homes and condominiums, an increase in notices of default on mortgage loans secured by homes and condominiums and an increase in foreclosures resulting from such defaults. No assurance can be 27366143.7 25 418 provided that a future recession or economic decline will not adversely impact the level of retail sales within the County and therefore the amount of Sales Tax Revenues available to the Commission. For information relating to economic conditions within the County and the State, see "APPENDIX B — COUNTY OF RIVERSIDE DEMOGRAPHIC AND ECONOMIC INFORMATION." Investments The Commission has significant holdings in the Riverside County Investment Pool, which contains a broad range of investments. Market fluctuations have affected and will continue to affect the value of those investments and those fluctuations may be and historically have been material. Recent market disruptions have exacerbated the market fluctuations, but as a result of stable investments in government securities, the Commission's portfolio has not suffered any major losses with respect to the principal amount of funds invested. The Commission has experienced a reduction in interest income on such investments as a result of current market conditions. See "RIVERSIDE COUNTY TRANSPORTATION COMMISSION — Cash and Investments." Parity with Liquidity Facility Bonds The Indenture does not provide the remedy of acceleration of any Bonds, including the 2016 Bonds, in the event of a default in the payment of principal of and interest on the Bonds when due; provided, however, that if any 2009 Bonds become Liquidity Facility Bonds, such Liquidity Facility Bonds are subject to mandatory prepayment as set forth in the related 2009 Bonds Liquidity Facility. Each 2009 Bonds Liquidity Facility generally provides that Liquidity Facility Bonds unable to be remarketed are subject to redemption in six equal semi-annual installments commencing 180 days following the earlier of (i) the related purchase date or (ii) the expiration date of the applicable 2009 Bonds Liquidity Facility. See "OTHER SALES TAX OBLIGATIONS — Existing Bonds." Upon a default by the Commission, each Holder of a 2016 Bond will have the rights to exercise the remedies set forth in the Indenture, subject to the limitations thereon. See "APPENDIX C — SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE." The Sales Tax With limited exceptions, the Sales Tax will be imposed upon the same transactions and items subject to the sales tax levied statewide by the State. The State Legislature or the voters within the State, through the initiative process, or judicial decisions interpreting State law, could change or limit the transactions and items upon which the statewide sales tax and the Sales Tax are imposed. Any such change or limitation could have an adverse impact on the Sales Tax Revenues collected. For a further description of the Sales Tax, see "THE SALES TAX." Increased Internet Use May Reduce Sales Tax Revenues The increasing use of the Internet to conduct electronic commerce may affect the levels of Sales Tax Revenues. Internet sales of physical products by businesses located in the State, and Internet sales of physical products delivered to the State by businesses located outside of the State are generally subject to the Sales Tax. The Commission believes that many of these 27366143.7 26 419 transactions may avoid taxation either through error or deliberate non -reporting and this potentially reduces the amount of Sales Tax Revenues. As a result, the more that the Internet is used to conduct electronic commerce, along with the failure to collect sales taxes on such Internet purchases, the more that the Commission may experience reductions of Sales Tax Revenues. On September 23, 2011, Governor Jerry Brown signed into law a settlement with Amazon.com Inc., one of the largest internet retailers in the State. As a result, beginning in September 2012, Amazon started collecting taxes from its on-line sales in the State, to remit to the Board of Equalization. Proposition 218 On November 5, 1996, voters in the State approved an initiative known as the Right to Vote on Taxes Act ("Proposition 218"). Proposition 218 added Articles XIIIC and XIIID to the California Constitution. Article XIIIC requires majority voter approval for the imposition, extension or increase of general taxes and two-thirds voter approval for the imposition, extension or increase of special taxes by a local government, which is defined to include local or regional governmental agencies such as the Commission. The Sales Tax was approved by more than two-thirds of the voters in Riverside County and is therefore in compliance with the requirements of Proposition 218. Article XIIIC also removes limitations that may have applied to the voter initiative power with regard to reducing or repealing previously authorized local taxes, even previously voter -approved taxes like the Sales Tax. In the view of the Commission, however, any attempt by the voters to use the initiative provisions of Proposition 218 to rescind or reduce the levy and collection of the Sales Tax in a manner which would prevent the payment of debt service on the 2016 Bonds, would violate the Contracts Clause of the United States Constitution and, accordingly, would be precluded. The interpretation and application of Proposition 218 will ultimately be determined by the courts. Further Initiatives Proposition 218 was adopted as a measure that qualified for the ballot pursuant to California's initiative process. From time to time other initiative measures could be adopted, which may affect the Commission's ability to levy and collect the Sales Tax, or change the types of transactions or items subject to a Sales Tax. Loss of Tax Exemption As discussed under "TAX MATTERS," interest on the 2016 Bonds could become includable in federal gross income, possibly from the date of issuance of the 2016 Bonds, as a result of acts or omissions of the Commission subsequent to the issuance of the 2016 Bonds. Should interest become includable in federal gross income, the 2016 Bonds are not subject to mandatory redemption by reason thereof and may remain outstanding until maturity. Reduction in Subsidy Payments The 2010 Series B Bonds have been designated by the Commission as "Build America Bonds" that are "qualified bonds" under the Stimulus Act. The Trustee is to receive on the Commission's behalf Subsidy Payments from the United States Treasury equal to 35% of the interest payable on the 2010 Series B Bonds, and 45% of the interest payable on such 2010 27366143.7 27 420 Series B Bonds that have been additionally designated as "Recovery Zone Economic Development Bonds." The amount of any Subsidy Payments to be received in connection with the 2010 Series B Bonds is subject to legislative changes by the United States Congress, as further described below. Further, Subsidy Payments will only be paid if the 2010 Series B Bonds continue to qualify as Build America Bonds or Recovery Zone Economic Development Bonds. For the 2010 Series B Bonds to be and remain Build America Bonds or Recovery Zone Economic Development Bonds, the Commission must comply with certain covenants and establish certain facts and expectations with respect to the 2010 Series B Bonds, the use and investment of proceeds thereof and the use of property financed thereby. Thus, it is possible that the Commission may not receive the Subsidy Payments. Subsidy Payments are also subject to offset against amounts that may, for unrelated reasons, be owed by the Commission to any agency of the United States of America. On March 1, 2013, the federal government announced the implementation of certain automatic spending cuts known as "sequestration." In Fiscal Year 2015-16, sequestration reduced Subsidy Payments to the Commission by approximately $202,800. The Commission expects future reductions in Subsidy Payments to occur due to sequestration but is unable to predict the amount or duration of such reductions. Under the Indenture, Subsidy Payments are treated as an offset to Debt Service, but the Commission remains obligated to make all payments of Debt Service on the Bonds from Revenues regardless of whether it receives the full amount of the Subsidy Payments. The Commission does not believe that failure to receive all or any portion of the Subsidy Payments, due to sequestration or other causes, will have a material adverse effect on the Commission's ability to pay Debt Service on the 2010 Series B Bonds or any other Bonds. Financial and Operating Risks of the SR-91 Project The Commission incurred $597,709,010.60 of senior and subordinate debt payable from and secured by Toll Revenues to finance a portion of the costs of the SR-91 Project. In addition to its debt service obligations arising from such SR-91 Project debt, the Commission will have ongoing operation and maintenance expenses as well as certain repair and rehabilitation obligations over the 50-year period following substantial completion of the SR-91 Project. The Commission will also face continued liability as the owner of the SR-91 Project. The Commission has no prior experience with the ownership and operation of an enterprise like the SR-91 Project. While the Commission's financial obligations with respect to the SR-91 Project after substantial completion are limited to Toll Revenues, any financial distress affecting the SR-91 Project may also affect the Commission. The SR-91 Project is not owned by a stand-alone municipal entity that may file for Chapter 9 bankruptcy separately from the Commission. If the SR-91 Project were to experience financial difficulty severe enough to justify protection under the Bankruptcy Code, the Commission would be the entity filing for Chapter 9 bankruptcy. See "Impact of Bankruptcy of the Commission" below. 27366143.7 28 421 Impact of Bankruptcy of the Commission The Commission may be authorized to file for Chapter 9 municipal bankruptcy under certain circumstances. Should the Commission file for bankruptcy, there could be adverse effects on the holders of the 2016 Bonds. If the Sales Tax Revenues are "special revenues" under the Bankruptcy Code, then Sales Tax Revenues collected after the date of the bankruptcy filing should be subject to the lien of the Indenture. "Special revenues" are defined to include taxes specifically levied to finance one or more projects or systems, excluding receipts from general property, sales, or income taxes levied to finance the general purposes of the governmental entity. The Sales Tax was levied to finance the Expenditure Plan, which includes a number of projects (collectively referred to herein as the "Expenditure Plan Projects"), and some of these Expenditure Plan Projects are described in broad terms. If a court determined that the Sales Tax was levied to finance the general purposes of the Commission, rather than specific projects, then Sales Tax Revenues would not be special revenues. No assurance can be given that a court would not hold that the Sales Tax Revenues are not special revenues. Were the Sales Tax Revenues determined not to be "special revenues," then Sales Tax Revenues collected after the commencement of a bankruptcy case would likely not be subject to the lien of the Indenture. The holders of the 2016 Bonds may not be able to assert a claim against any property of the Commission other than the Sales Tax Revenues, and were these amounts no longer subject to the lien of the Indenture following commencement of a bankruptcy case, then there could thereafter be no amounts from which the holders of the 2016 Bonds are entitled to be paid. The Bankruptcy Code provides that special revenues can be applied to necessary operating expenses of the project or system from which the special revenues are derived, before they are applied to other obligations. This rule applies regardless of the provisions of the transaction documents. The law is not clear as to whether, or to what extent, Sales Tax Revenues would be considered to be "derived" from the Expenditure Plan Projects. To the extent that Sales Tax Revenues are determined to be both special revenues and derived from the Expenditure Plan Projects, the Commission may be able to use Sales Tax Revenues to pay necessary operating expenses of the Expenditure Plan Projects, before the remaining Sales Tax Revenues are turned over to the Trustee to pay amounts owed to the holders of the 2016 Bonds. It is not clear precisely which expenses would constitute necessary operating expenses. If the Commission is in bankruptcy, the parties (including the holders of the 2016 Bonds) may be prohibited from taking any action to collect any amount from the Commission or to enforce any obligation of the Commission, unless the permission of the bankruptcy court is obtained. These restrictions may also prevent the Trustee from making payments to the holders of the 2016 Bonds from funds in the Trustee's possession. The procedure pursuant to which Sales Tax Revenues are paid directly by the Board of Equalization to the Trustee may no longer be enforceable, and the Commission may be able to require the Board of Equalization to pay Sales Tax Revenues directly to the Commission. The Commission as a debtor in bankruptcy may be able to borrow additional money that is secured by a lien on any of its property (including Sales Tax Revenues), which lien could have priority over the lien of the Indenture, or to cause some Sales Tax Revenues to be released to it, 27366143.7 29 422 free and clear of lien of the Indenture, in each case provided that the bankruptcy court determines that the rights of the Trustee and the holders of the 2016 Bonds will be adequately protected. The Commission may also be able, without the consent and over the objection of the Trustee and the holders of the 2016 Bonds, to alter the priority, interest rate, payment terms, collateral, maturity dates, payment sources, covenants (including tax -related covenants), and other terms or provisions of the Indenture and the 2016 Bonds, provided that the bankruptcy court determines that the alterations are "fair and equitable." There may be delays in payments on the 2016 Bonds while the court considers any of these issues. There may be other possible effects of a bankruptcy of the Commission that could result in delays or reductions in payments on the 2016 Bonds, or result in losses to the holders of the 2016 Bonds. Regardless of any specific adverse determinations in a Commission bankruptcy proceeding, the fact of a Commission bankruptcy proceeding could have an adverse effect on the liquidity and value of the 2016 Bonds. FINANCIAL STATEMENTS The financial statements of the Commission for the Fiscal Year ended June 30, 2015, included in the 2015 CAFR which is attached as APPENDIX A to this Official Statement, have been audited by Macias Gini & O'Connell LLP, certified public accountants, as stated in its report therein. Macias Gini & O'Connell LLP, the Commission's independent auditor, has not been engaged to perform, and has not performed, since the date of its report included therein, any procedures on the financial statements addressed in that report. Macias Gini & O'Connell LLP also has not performed any procedures relating to this Official Statement. Except as described herein, the Commission represents that there has been no material adverse change in its financial position since June 30, 2015. LITIGATION There is not now pending any litigation restraining or enjoining the imposition or collection of the Sales Tax, the construction or operation of the SR-91 Project or the issuance or delivery of the 2016 Bonds or questioning or affecting the validity of the 2016 Bonds or the proceedings and authority under which they are to be issued. Neither the creation, organization or existence of the Commission, nor the title of the present members of the Commission to their respective offices, is being contested. TAX MATTERS In the opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the Commission ("Bond Counsel"), based upon an analysis of existing laws, regulations, rulings and court decisions, and assuming, among other matters, the accuracy of certain representations and compliance with certain covenants, interest on the 2016 Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 (the "Code") and is exempt from State of California personal income taxes. Bond Counsel is of the further opinion that interest on the 2016 Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes, although Bond Counsel observes that such interest is included in adjusted current earnings when calculating corporate alternative 27366143.7 30 423 minimum taxable income. A complete copy of the proposed form of opinion of Bond Counsel is included herein as APPENDIX F. To the extent the issue price of any maturity of the 2016 Bonds is less than the amount to be paid at maturity of such 2016 Bonds (excluding amounts stated to be interest and payable at least annually over the term of such 2016 Bonds), the difference constitutes "original issue discount," the accrual of which, to the extent properly allocable to each owner thereof, is treated as interest on the 2016 Bonds which is excluded from gross income for federal income tax purposes and State of California personal income taxes. For this purpose, the issue price of a particular maturity of the 2016 Bonds is the first price at which a substantial amount of such maturity of the 2016 Bonds is sold to the public (excluding bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers). The original issue discount with respect to any maturity of the 2016 Bonds accrues daily over the term to maturity of such 2016 Bonds on the basis of a constant interest rate compounded semiannually (with straight-line interpolations between compounding dates). The accruing original issue discount is added to the adjusted basis of such 2016 Bonds to determine taxable gain or loss upon disposition (including sale, redemption, or payment on maturity) of such 2016 Bonds. Owners of the 2016 Bonds should consult their own tax advisors with respect to the tax consequences of ownership of 2016 Bonds with original issue discount, including the treatment of purchasers who do not purchase such 2016 Bonds in the original offering to the public at the first price at which a substantial amount of such 2016 Bonds is sold to the public. 2016 Bonds purchased, whether at original issuance or otherwise, for an amount higher than their principal amount payable at maturity (or, in some cases, at their earlier call date) ("Premium Bonds") will be treated as having amortizable bond premium. No deduction is allowable for the amortizable bond premium in the case of bonds, like the Premium Bonds, the interest on which is excluded from gross income for federal income tax purposes. However, the amount of tax-exempt interest received, and a purchaser's basis in a Premium Bond, will be reduced by the amount of amortizable bond premium properly allocable to such purchaser. Owners of Premium Bonds should consult their own tax advisors with respect to the proper treatment of amortizable bond premium in their particular circumstances. The Code imposes various restrictions, conditions and requirements relating to the exclusion from gross income for federal income tax purposes of interest on obligations such as the 2016 Bonds. The Commission has made certain representations and covenanted to comply with certain restrictions, conditions and requirements designed to ensure that interest on the 2016 Bonds will not be included in federal gross income. Inaccuracy of these representations or failure to comply with these covenants may result in interest on the 2016 Bonds being included in gross income for federal income tax purposes, possibly from the date of original issuance of the 2016 Bonds. The opinion of Bond Counsel assumes the accuracy of these representations and compliance with these covenants. Bond Counsel has not undertaken to determine (or to inform any person) whether any actions taken (or not taken), or events occurring (or not occurring), or any other matters coming to Bond Counsel's attention after the date of issuance of the 2016 Bonds may adversely affect the value of, or the tax status of interest on, the 2016 Bonds. Accordingly, the opinion of Bond Counsel is not intended to, and may not, be relied upon in connection with any such actions, events or matters. 27366143.7 31 424 Although Bond Counsel is of the opinion that interest on the 2016 Bonds is excluded from gross income for federal income tax purposes and is exempt from State of California personal income taxes, the ownership or disposition of, or the accrual or receipt of interest on, the 2016 Bonds may otherwise affect a beneficial owner's federal, state or local tax liability. The nature and extent of these other tax consequences depends upon the particular tax status of the beneficial owner or the beneficial owner's other items of income or deduction. Bond Counsel expresses no opinion regarding any such other tax consequences. Current and future legislative proposals, if enacted into law, clarification of the Code or court decisions may cause interest on the 2016 Bonds to be subject, directly or indirectly, in whole or in part, to federal income taxation or to be subject to or exempted from state income taxation, or otherwise prevent beneficial owners from realizing the full current benefit of the tax status of such interest. For example, the Obama Administration budget proposals in recent years have proposed legislation that would limit the exclusion from gross income of interest on the 2016 Bonds to some extent for high -income individuals. The introduction or enactment of any such legislative proposals or clarification of the Code or court decisions may also affect, perhaps significantly, the market price for, or marketability of, the 2016 Bonds. Prospective purchasers of the 2016 Bonds should consult their own tax advisors regarding the potential impact of any pending or proposed federal or state tax legislation, regulations or litigation, as to which Bond Counsel is expected to express no opinion. The opinion of Bond Counsel is based on current legal authority, covers certain matters not directly addressed by such authorities, and represents Bond Counsel's judgment as to the proper treatment of the 2016 Bonds for federal income tax purposes. It is not binding on the Internal Revenue Service ("IRS") or the courts. Furthermore, Bond Counsel cannot give and has not given any opinion or assurance about the future activities of the Commission, or about the effect of future changes in the Code, the applicable regulations, the interpretation thereof or the enforcement thereof by the IRS. The Commission has covenanted, however, to comply with the requirements of the Code. Bond Counsel's engagement with respect to the 2016 Bonds ends with the issuance of the 2016 Bonds, and, unless separately engaged, Bond Counsel is not obligated to defend the Commission or the beneficial owners regarding the tax-exempt status of the 2016 Bonds in the event of an audit examination by the IRS. Under current procedures, parties other than the Commission and its appointed counsel, including the beneficial owners, would have little, if any, right to participate in the audit examination process. Moreover, because achieving judicial review in connection with an audit examination of tax-exempt bonds is difficult, obtaining an independent review of IRS positions with which the Commission legitimately disagrees may not be practicable. Any action of the Internal Revenue Service, including but not limited to selection of the 2016 Bonds for audit, or the course or result of such audit, or an audit of bonds presenting similar tax issues, may affect the market price for, or the marketability of, the 2016 Bonds, and may cause the Commission or the beneficial owners to incur significant expense. CERTAIN LEGAL MATTERS The validity of the Bonds and certain other legal matters are subject to the approving opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the Commission. A complete 27366143.7 32 425 copy of the proposed form of Bond Counsel opinion is contained in APPENDIX F hereto. Bond Counsel undertakes no responsibility for the accuracy, completeness or fairness of this Official Statement. Certain legal matters will be passed upon for the Commission by Norton Rose Fulbright US LLP, Los Angeles, California, as Disclosure Counsel, and by Best Best & Krieger LLP, Riverside, California, the General Counsel for the Commission. Compensation paid to Bond Counsel and Disclosure Counsel is conditioned upon the successful issuance of the 2016 Bonds. RATINGS Standard & Poor's Financial Services LLC and Fitch Ratings have assigned the 2016 Bonds the long-term municipal bond credit ratings of "" and "," respectively. Each such rating should be evaluated independently of any other rating. Such ratings reflect only the views of such organizations and any desired explanation of the significance of such ratings should be obtained from the rating agency furnishing the same. The ratings described above do not constitute a recommendation to buy, sell or hold the 2016 Bonds. The Commission has furnished to the rating agencies certain information respecting the 2016 Bonds and the Commission. Generally, rating agencies base their ratings on such information and materials and their own investigations, studies and assumptions. The ratings are subject to revision, suspension or withdrawal at any time by the rating agencies, and there is no assurance that the ratings will continue for any period of time or that they will not be lowered or withdrawn. The Commission undertakes no responsibility to oppose any such revision, suspension or withdrawal. Any downward revision, suspension or withdrawal of any rating may have an adverse effect on the market price of the 2016 Bonds or the ability to sell the 2016 Bonds. UNDERWRITING (the "Initial Purchaser") has purchased the 2016 Bonds from the Commission at a competitive sale for a purchase price of $ (representing the aggregate principal amount of the 2016 Bonds, [plus/minus] a [premium/discount] of $ , and less an Initial Purchaser's discount of $ ). The public offering prices may be changed from time to time by the Initial Purchaser. The Initial Purchaser may offer and sell the 2016 Bonds to certain dealers and others at prices lower than the offering prices shown on the inside cover page hereof. FINANCIAL ADVISOR The Commission has retained Fieldman, Rolapp & Associates, Irvine, California, as Financial Advisor in connection with the issuance of the 2016 Bonds. Unless specifically noted, the Financial Advisor is not obligated to undertake, and has not undertaken to make, an independent verification or assume responsibility for the accuracy, completeness or fairness of the information contained in this Official Statement. The Financial Advisor is an independent financial advisory firm and is not engaged in the business of underwriting, trading or distributing municipal securities or other public securities. Compensation paid to the Financial Advisor is contingent upon the successful issuance of the 2016 Bonds. 27366143.7 33 426 CONTINUING DISCLOSURE The Commission has agreed to execute the Continuing Disclosure Agreement and will covenant therein for the benefit of the beneficial owners of the 2016 Bonds to provide certain financial information and operating data relating to the Commission and the Sales Tax by not later than nine months after the end of the Commission's prior fiscal year (the "Annual Reports"), and to provide notices of the occurrence of certain enumerated events (the "Listed Events"). The Annual Reports and notices of Listed Events will be filed with the MSRB. See "APPENDIX D — FORM OF CONTINUING DISCLOSURE AGREEMENT." MISCELLANEOUS The references herein to the Act and the Indenture are brief outlines of certain provisions thereof. Such outlines do not purport to be complete and for full and complete statements of such provisions reference is made to said documents or the Act, as the case may be. Copies of the documents mentioned under this heading are available for inspection at the Commission and following delivery of the 2016 Bonds will be on file at the offices of the Trustee in Los Angeles, California. References are made herein to certain documents and reports which are brief summaries thereof which do not purport to be complete or definitive. Reference is made to such documents and reports for full and complete statements of the content thereof. Any statement in this Official Statement involving matters of opinion, whether or not expressly so stated, are intended as such and not as representations of fact. This Official Statement is not to be construed as a contract or agreement between the Commission and the purchasers or Holders of any of the 2016 Bonds. The execution and delivery of this Official Statement has been duly authorized by the Commission. RIVERSIDE COUNTY TRANSPORTATION COMMISSION By: Executive Director 27366143.7 34 427 APPENDIX A COMMISSION AUDITED FINANCIAL STATEMENTS FOR FISCAL YEAR ENDED JUNE 30, 2015 27366143.7 428 APPENDIX B COUNTY OF RIVERSIDE DEMOGRAPHIC AND ECONOMIC INFORMATION Set forth below is certain demographic and economic information with respect to the County of Riverside (the "County"). Such information is provided as general information and has been obtained from sources that the Commission believes to be reliable, but the Commission makes no representation as to the accuracy or completeness of the information included. The weakness of the economy at the County, State and national levels may not be reflected in the data presented below, as more recent information has not been made available to the Commission. The County was organized in 1893 from territory in San Bernardino and San Diego Counties and encompasses 7,177 square miles. The County is bordered on the north by San Bernardino County, on the east by the State of Arizona, on the south by San Diego and Imperial Counties and on the west by Orange and San Bernardino Counties. The County is the fourth largest county (by area) in the State and stretches 185 miles from the Arizona border to within 20 miles of the Pacific Ocean. There are 28 incorporated cities in the County. In its 123 years of existence, the County's economy has diversified and prospered. Originally, the County was a very agricultural area, known for a variety of crops grown on its fertile soils. The County remains a strong agricultural area, but it is increasingly becoming a leader in manufacturing, transportation, construction, and tourism. Population According to the State Department of Finance, Demographic Research Unit, the County's population was estimated at 2,347,828 as of January 1, 2016, representing an approximately 1.3% increase over the County's population as estimated for the prior year, and a rate higher than the statewide population increase of 0.9% for the same period. For the ten year period of January 1, 2006 to January 1, 2016, the County's population grew by approximately 18.82%. During this period, the cities of Eastvale, Jurupa Valley, Menifee and Wildomar incorporated, and account for a total population of 12.16% of the County as of January 1, 2016. 27366143.7 B-1 429 The following table sets forth annual population figures as of January 1 of each year for cities located within the County for each of the years listed: City COUNTY OF RIVERSIDE POPULATION OF CITIES WITHIN THE COUNTY (As of January 1) 2012 2013 2014 2015 2016 Banning 30,133 30,332 30,483 30,659 30,834 Beaumont 39,359 40,666 41,864 43,601 45,118 Blythe 20,570 19,894 19,305 19,254 19,813 Calimesa 7,956 7,932 8,040 8,138 8,289 Canyon Lake 10,629 10,543 10,564 10,608 10,681 Cathedral City 52,485 53,163 53,480 53,859 54,261 Coachella 42,426 43,676 44,614 45,001 45,407 Corona 156,178 159,469 162,000 163,317 164,659 Desert Hot Springs 27,973 28,385 28,605 28,794 29,048 Eastvale 55,881 57,458 59,375 60,825 63,162 Hemet 79,489 78,842 79,176 79,548 80,070 Indian Wells 5,103 5,199 5,265 5,336 5,412 Indio 79,185 83,450 84,655 86,683 88,058 Jurupa Valley 95,970 95,731 96,025 96,898 98,177 Lake Elsinore 53,457 56,039 57,368 59,142 61,006 La Quinta 38,100 38,156 38,720 39,311 39,977 Menifee 81,540 83,885 85,455 87,286 89,004 Moreno Valley 198,353 200,889 202,191 203,696 205,383 Murrieta 107,214 110,183 111,226 112,576 113,795 Norco 27,314 27,048 27,037 26,392 26,896 Palm Desert 48,924 48,282 48,494 48,835 49,335 Palm Springs 45,326 45,465 45,818 46,204 46,654 Perris 70,307 70,700 71,743 72,476 73,722 Rancho Mirage 17,583 17,685 17,783 17,920 18,070 Riverside 311,332 316,162 318,511 321,655 324,696 San Jacinto 45,385 46,216 46,649 47,087 47,656 Temecula 103,133 104,145 105,368 107,794 109,064 Wildomar 33,050 33,685 34,271 34,758 35,168 TOTALS Incorporated 1,884,355 1,913,280 1,934,085 1,957,653 1,983,415 Unincorporated 355,360 353,269 357,008 360,271 364,413 County -Wide 2,239,715 2,266,549 2,291,093 2,317,924 2,347,828 California 37,881,357 38,239,207 38,567,459 38,907,642 39,255,883 Source: State Department of Finance, Demographic Research Unit. 27366143.7 B-2 430 Industry and Employment The County is a part of the Riverside -San Bernardino -Ontario Metropolitan Statistical Area ("MSA"), which includes all of Riverside and San Bernardino Counties. The following table sets forth the annual average employment by industry for the Riverside -San Bernardino - Ontario MSA. Industry RIVERSIDE-SAN BERNARDINO-ONTARIO MSA ANNUAL AVERAGE EMPLOYMENT(1) 2011 2012 2013 2014 2015 Total Farm 14,900 15,000 14,500 14,400 15,100 Construction 59,100 62,600 70,000 77,600 85,200 Financial Activities 39,500 40,200 41,300 42,300 43,200 Government 227,500 224,600 225,200 228,800 233,400 Manufacturing 85,100 86,700 87,300 91,300 95,600 Nondurable Goods 29,300 29,800 30,100 31,100 32,800 Durable Goods 55,800 56,900 57,300 60,200 62,800 Mining & Logging 1,000 1,200 1,200 1,300 1,300 Retail Trade 158,500 162,400 164,800 169,400 173,500 Professional and Business Services 126,000 127,500 132,400 139,300 144,400 Educational and Health Services 165,400 173,600 187,600 194,800 205,000 Leisure and Hospitality 124,000 129,400 135,900 144,800 151,500 Other Services 39,100 40,100 41,100 43,000 44,000 Transportation, Warehousing and Utilities 67,900 73,000 78,400 86,600 97,300 Wholesale Trade 49,200 52,200 56,400 58,900 61,700 Information 12,200 11,700 11,500 11,300 11,300 TOTAL, All Industries(2) 1,169,400 1,200,200 1,247,800 1,303,700 1,362,400 Source: State Employment Development Department, Labor Market Information Division. (1) Based on a March 2015 Benchmark. (2) The employment figures by industry which are shown above are not directly comparable to "TOTAL, All Industries" due to rounding. 27366143.7 B-3 431 The following table sets forth certain of the ten major employers located in the County as of 2015: COUNTY OF RIVERSIDE CERTAIN MAJOR EMPLOYERS (2015)(1) Company Name County of Riverside March Air Reserve Base Stater Bros Market Wal-Mart University of California, Riverside Kaiser Permanente Riverside Medical Center Corona -Norco Unified School District Temecula Valley Unified School District Riverside Unified School District Hemet Unified School District Source: Riverside County Economic Development Agency. (1) Most current year for which data is available. Product/Service County Government Military Reserve Base Supermarkets Retailer University Hospital School District School District School District School District No. of Local Employees 20,684 8,500 6,900 6,550 5,768 5,300 4,932 4,000 3,871 3,400 Unemployment statistics for the County, the State and the United States for the years 2011 through 2015 and partial data for 2016, as indicated, are set forth in the following table. COUNTY OF RIVERSIDE COUNTY, STATE AND NATIONAL UNEMPLOYMENT DATA County(') California(') United States(3) 2011 2012 2013 2014 2015 2016 13.2% 11.6% 9.9% 8.2% 6.7% 5.4%(2) 11.7 10.4 8.9 7.5 6.2 4.7(2) 9.1 8.2 7.5 6.1 5.3 4.9 Source: State of California Employment Development Department Labor Market Information Division for the County and California; U.S. Bureau of Labor Statistics for the United States. (1) Data is not seasonally adjusted. The unemployment data for the County and the State is calculated using unrounded data. (2) For May 2016. (3) For June of the given year; data is seasonally adjusted. 27366143.7 B-4 432 Commercial Activity Commercial activity is an important factor in the County's economy. Much of the County's commercial activity is concentrated in central business districts or small neighborhood commercial centers in cities. There are five regional shopping malls in the County: Galleria at Tyler (Riverside), Hemet Valley Mall, Westfield Palm Desert Shopping Center, Moreno Valley Mall, and The Promenade in Temecula. There are also two factory outlet malls (Desert Hills Factory Stores and Lake Elsinore Outlet Center) and over 200 area centers in the County. Taxable Sales Transactions The following table sets forth taxable sale transactions in the County for the years 2009 through 2013, the last year being the most recent full year of which annual data is currently available. Taxable sale transaction information by industry for 2014 is not yet available, but overall taxable sale transactions in Riverside County overall totaled $32,035,687,000 in 2014, representing a 6.6% increase over the prior year. COUNTY OF RIVERSIDE TAXABLE SALES TRANSACTIONS (In Thousands) 2009 2010 2011 2012 2013 Motor Vehicles and Parts Dealers $ 2,449,747 $ 2,620,568 $ 3,010,487 $ 3,493,098 $ 3,965,201 Furniture and Home Furnishings 381,643 412,325 436,482 441,649 486,061 Electronics and Appliances Stores 476,455 470,784 478,406 488,419 510,423 Building Materials, Garden Equipment and Supplies 1,237,518 1,232,145 1,303,073 1,365,513 1,535,178 Food and Beverage Stores 1,251,220 1,267,758 1,304,731 1,356,148 1,421,590 Health and Personal Care Stores 389,620 400,207 454,268 490,238 523,724 Gasoline Stations 2,300,247 2,685,840 3,300,785 3,516,040 3,456,322 Clothing and Clothing Accessories Stores 1,293,271 1,391,174 1,505,821 1,672,482 1,771,603 Sporting Goods, Hobby, Book and Music Stores 411,301 428,121 454,971 467,536 499,366 General Merchandise Stores 2,855,733 2,947,905 3,051,709 3,174,022 3,298,920 Miscellaneous Store Retailers 641,954 652,273 700,338 742,118 758,664 Nonstore Retailers 101,925 92,916 101,876 142,081 243,334 Food Services and Drinking Places 2,266,853 2,317,486 2,473,339 2,668,324 2,836,388 Total Retail and Food Services(') 16,057,488 16,919,500 18,576,285 20,016,668 21,306,774 All Other Outlets 6,170,390 6,233,280 7,065,212 8,079,341 8,758,693 Total All Outlets(1) $22,227,877 $23,152,780 $25,641,497 $28,096,009 $30,065,467 Source: California State Board of Equalization, Research and Statistics Division. (1) Amounts subject to rounding differences. 27366143.7 B-5 433 Building and Real Estate Activity The following tables set forth five-year summaries of building permit valuations and new dwelling units authorized in the County (in both incorporated and unincorporated areas) for the years 2011 through 2015. COUNTY OF RIVERSIDE BUILDING PERMIT VALUATIONS (In Thousands) 2011 2012 2013 2014 2015 RESIDENTIAL New Single -Family $ 651,747 $ 854,814 $1,134,158 $1,296,553 $1,267,593 New Multi -Family 115,064 99,578 136,501 178,117 110,458 Alterations and Adjustments 119,684 84,517 94,422 147,081 113,615 Total Residential 886,495 1,038,909 1,365,081 1,621,751 1,491,666 NON-RESIDENTIAL New Commercial 152,160 346,865 80,510 184,138 182,089 New Industry 10,000 3,767 140,972 161,321 111,070 New Other(1) 99,898 78,602 184,500 142,204 215,914 Alterations & Adjustments 297,357 154,325 364,616 327,327 299,882 Total Nonresidential 559,415 583,559 770,598 814,990 808,955 TOTAL ALL BUILDING $1,445,910 $1,622,468 $2,135,679 $2,436,741 $2,300,621 Source: Construction Industry Research Board for years 2011, 2014 and 2015; California Homebuilding Foundation for years 2012 and 2013. (I) Includes churches and religious buildings, hospitals and institutional buildings, schools and educational buildings, residential garages, and public works and utilities buildings. COUNTY OF RIVERSIDE NUMBER OF NEW DWELLING UNITS 2011 2012 2013 2014 2015 Single Family 2,659 3,467 4,671 5,007 4,833 Multi -Family 1,061 829 1,415 1,931 1,189 TOTAL 3,720 4,296 6.086 6,938 6,022 Source: Construction Industry Research Board for years 2011, 2014 and 2015; California Homebuilding Foundation/Construction Industry Research Board for years 2012 and 2013. 27366143.7 B-6 434 The following table sets forth the annual median housing prices for Los Angeles County, Riverside County, San Bernardino County and Southern California for the years 2011 through 2015. COUNTY OF RIVERSIDE COMPARISON OF MEDIAN HOUSING PRICES Year Los Angeles Riverside 2011 2012 2013 2014 2015 $315,000 330,000 411,000 455,000 487,500 $195,000 210,000 259,000 293,000 310,000 Southern San Bernardino California(l) $150,000 163,000 205,000 240,000 262,000 $280,000 300,000 370,000 410,000 431,000 Source: MDA DataQuick Information Systems. (1) Southern California comprises Los Angeles, Orange, San Diego, Riverside, San Bernardino and Ventura Counties. The following table sets forth the home and condominium foreclosures recorded in Los Angeles County, Riverside County, San Bernardino County and Southern California for the years 2011 through 2015. COUNTY OF RIVERSIDE COMPARISON OF HOME FORECLOSURES Year Los Angeles 2011 2012 2013 2014 2015 25,597 15,271 6,469 4,566 3,970 San Riverside Bernardino 17,383 14,181 10,657 9,262 4,191 4,088 2,912 2,984 2,463 2,616 Southern Californiam 77,105 47,347 19,470 13,787 11,959 Source: MDA DataQuick Information Systems. (1) Southern California comprises Los Angeles, Orange, San Diego, Riverside, San Bernardino and Ventura Counties. Agriculture Agriculture remains an important source of income in the County. Principal agricultural products are: nursery, milk, table grapes, eggs, avocados, grapefruit, alfalfa, bell peppers, dates, and lemons. Four areas in the County account for the major portion of agricultural activity: the Riverside/Corona and San Jacinto/Temecula Valley Districts in the western portion of the County, the Coachella Valley in the central portion and the Palo Verde Valley near the County's eastern border. The value of agricultural production in the County for the years 2010 through 2014 is set forth in the following table. 27366143.7 B-7 435 COUNTY OF RIVERSIDE VALUE OF AGRICULTURAL PRODUCTION 2010 Citrus Fruits $ 140,500,922 Trees and Vines 164,993,960 Vegetables, Melons, Misc. 292,002,337 Field and Seed Crops 81,328,229 Nursery 169,341,300 Apiculture 4,631,700 Aquaculture 4,921,700 Livestock and Poultry 235,926,225 Grand Total $1,093,646,373 2011 $ 119,942,513 232,649,262 278,628,295 149,198,052 200,154,964 4,844,400 4,808,250 292,030,380 $1,282,256,116 Source: Riverside County Agricultural Production Report. Transportation 2012 $ 125,711,000 217,214,000 286,234,000 147,352,000 190,878,000 4,983,000 4,205,000 276,553,000 $1,253,130,000 2013 $ 142,404,000 232,536,000 340,407,000 154,582,000 191,215,000 4,715,000 2,262,000 259,683,000 $1,327,804,000 2014 $ 170,891,000 223,593,000 337,404,000 156,575,000 172,910,000 4,819,000 5,078,000 290,746,000 $1,362,016,000 Several major freeways and highways provide access between the County and all parts of Southern California. State Route 91 extends southwest from Riverside through Corona and connects with the Orange County freeway network in Fullerton. Interstate 10 traverses most of the width of the County, the western -most portion of which links up with major cities and freeways in Los Angeles County and the southern part of San Bernardino County, with the eastern part linking to the County's desert cities and Arizona. Interstate 15 and 215 extend north and then east to Las Vegas, and south to San Diego. State Route 60 provides an alternate (to Interstate 10) east -west link to Los Angeles County. Riverside 91 Express Lanes that connect with the OCTA SR-91 Express Lanes at the Orange County/Riverside County line and continue to the Interstate 15/State Route 91 interchange are under construction and expected to open in early 2017. When travelling along State Route 91 through Corona, vehicles will be able to use either the tolled express lanes or the general purpose lanes, which are free. Metrolink provides commuter rail service to Los Angeles, San Bernardino and Orange Counties from nine stations in the County. Transcontinental passenger rail service is provided by Amtrak with stops in Riverside and Palm Springs. Freight service to major west coast and national markets is provided by two transcontinental railroads —Union Pacific Railroad and the BNSF Railway Company. Truck service is provided by several common carriers, making available overnight delivery service to major California cities. Transcontinental bus service is provided by Greyhound Lines. Intercounty, intercity and local bus service is provided by the Riverside Transit Agency to western County cities and communities. There are also four municipal transit operators in the western County providing services within the cities of Banning, Beaumont, Corona and Riverside. The SunLine Transit Agency provides local bus service throughout the Coachella Valley, servicing the area from Desert Hot Springs to Oasis and from Palm Springs to Riverside. The Palo Verde Valley Transit Agency provides service in the far eastern portion of the County (City of Blythe and surrounding communities). 27366143.7 B-8 436 The County seat, located in the City of Riverside, is within 20 miles of the Ontario International Airport in neighboring San Bernardino County. This airport is operated by Los Angeles World Airports, a proprietary department of the City of Los Angeles, and is scheduled to be transferred by the City of Los Angeles to a joint powers authority in 2016. Four major airlines schedule commercial flight service at Palm Springs Regional Airport. County -operated general aviation airports include those in Thermal, Hemet, Blythe and French Valley. The cities of Riverside, Corona and Banning also operate general aviation airports. There is a military base at March Air Reserve Base, which converted from an active duty base to a reserve -only base on April 1, 1996. The March AFB Joint Powers Authority (the "JPA"), comprised of the County and the Cities of Riverside, Moreno Valley and Perris, is responsible for planning and developing joint military and civilian use. The JPA has constructed infrastructure improvements, entered into leases with private users and initialized a major business park project. Education There are four elementary school districts, one high school district, eighteen unified (K-12) school districts and four community college districts in the County. Ninety-two percent of all K-12 students attend schools in the unified school districts. The three largest unified school districts are Riverside Unified School District, Moreno Valley Unified School District and Corona -Norco Unified School District. There are seven two-year community college campuses located in the communities of Riverside, Moreno Valley, Norco, San Jacinto, Menifee, Coachella Valley and Palo Verde Valley. There are also three universities located in the City of Riverside: the University of California at Riverside, La Sierra University and California Baptist University. In addition, a campus of California State University San Bernardino is located in Palm Desert. 27366143.7 B-9 437 APPENDIX C SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE 27366143.7 438 APPENDIX D FORM OF CONTINUING DISCLOSURE AGREEMENT 27366143.7 439 APPENDIX E BOOK ENTRY SYSTEM The information in this Appendix E concerning The Depository Trust Company, New York, New York ("DTC'), and DTC's Book -Entry System has been obtained from DTC and the Commission and the Trustee take no responsibility for the completeness or accuracy thereof. The Commission and the Trustee cannot and do not give any assurances that DTC (defined below), DTC Participants or Indirect Participants or others will distribute any (a) payments of principal or purchase price or interest with respect to the 2016 Bonds, (b) certificates representing ownership interest in or other confirmation or ownership interest in the 2016 Bonds, or (c) redemption or other notices sent to DTC or Cede & Co., its nominee, as the registered owner of the 2016 Bonds, or that they will do so on a timely basis, or that DTC, DTC Participants or DTC Indirect Participants will act in the manner described in this Appendix D. The current "Rules" applicable to DTC are on file with the Securities and Exchange Commission and the current "Procedures" of DTC to be followed in dealing with DTC Participants are on file with DTC. The Commission and the Trustee are not responsible or liable for the failure of DTC or any DTC Participant to make any payment or give any notice to a beneficial owner with respect to the 2016 Bonds or an error or delay relating thereto. The Depository Trust Company, New York, NY, will act as securities depository for the 2016 Bonds. The 2016 Bonds will be issued as fully -registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully -registered bond certificate will be issued for each maturity of each series of the 2016 Bonds, in the aggregate principal amount of such maturity, and will be deposited with DTC. DTC is a limited -purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post -trade settlement among Direct Participants of sales and other securities transactions in deposited securities through electronic computerized book -entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly -owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation, and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect 27366143.7 E-1 440 Participants"). DTC has a Standard & Poor's rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. The information set forth on such website is not incorporated by reference herein. Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the 2016 Bonds on DTC's records. The ownership interest of each actual purchaser of each 2016 Bond (`Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the 2016 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Bonds, except in the event that use of the book -entry system for the 2016 Bonds is discontinued. To facilitate subsequent transfers, all 2016 Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of 2016 Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the 2016 Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such 2016 Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Redemption notices shall be sent to DTC. If less than all of the 2016 Bonds within an issue are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to 2016 Bonds unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts 2016 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Principal, premium, if any, and interest payments on the 2016 Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and 27366143.7 E-2 441 corresponding detail information from the Trustee, on a payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC nor its nominee, the Trustee, or the Commission, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal, premium, if any, and interest to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as depository with respect to the 2016 Bonds at any time by giving reasonable notice to the Trustee. Under such circumstances, in the event that a successor depository is not obtained, Bond certificates are required to be printed and delivered. The Commission may decide to discontinue use of the system of book -entry transfers through DTC (or a successor securities depository). In that event, bond certificates will be printed and delivered. If DTC determines not to continue to act as securities depository by giving notice to the Commission and the Trustee, and discharges its responsibilities with respect thereto under applicable law and there is not a successor securities depository, or the Commission determines that it is in the best interest of the Beneficial Owners of the 2016 Bonds that they be able to obtain certificates, the Trustee will execute, transfer and exchange 2016 Bonds as requested by DTC and will deliver new 2016 Bonds in fully registered form in denominations of $5,000 principal amount or any integral multiple thereof in the names of Beneficial Owners or DTC Participants. In the event the book -entry system is discontinued, the principal amount of and premium, if any, payable with respect to the 2016 Bonds will be payable upon surrender thereof at the principal corporate trust office of the Trustee. The interest on 2016 Bonds will be payable by check mailed to the respective Owners thereof at their addresses as they appear on the books maintained by the Trustee. Any Bond may, in accordance with its terms, be transferred, upon the register required to be kept pursuant to the provisions of the Indenture, by the person in whose name it is registered, in person or by his or her duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a written instrument of transfer, duly executed in a form approved by the Trustee. The 2016 Bonds may be exchanged at the corporate trust office of the Trustee for a like aggregate principal amount of 2016 Bonds of other authorized denominations of the same series, tenor, maturity and interest rate by the person in whose name it is registered, in person or by his or her duly authorized attorney, upon surrender of such Bond for cancellation; provided that no transfer or exchange may occur during the period established by the Trustee for selection of 2016 Bonds for redemption, or of any Bond or portion of a Bond so selected for 27366143.7 E-3 442 redemption. The Trustee shall require the Bondholder requesting such transfer or exchange to pay any tax or other governmental charge required to be paid with respect to such exchange. 27366143.7 E-4 443 APPENDIX F FORM OF BOND COUNSEL OPINION 27366143.7 ATTACHMENT 3 DRAFT OF 08/11/16 CONTINUING DISCLOSURE AGREEMENT by and between RIVERSIDE COUNTY TRANSPORTATION COMMISSION and DIGITAL ASSURANCE CERTIFICATION, L.L.C., as Dissemination Agent Dated as of October 1, 2016 Relating to $ RIVERSIDE COUNTY TRANSPORTATION COMMISSION Sales Tax Revenue Refunding Bonds (Limited Tax Bonds) 2016 Series A 27369822.4 CONTINUING DISCLOSURE AGREEMENT THIS CONTINUING DISCLOSURE AGREEMENT (this "Disclosure Agreement"), dated as of October 1, 2016, is by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION, a public entity duly established and existing under the laws of the State of California (the "Commission"), and DIGITAL ASSURANCE CERTIFICATION, L.L.C., as Dissemination Agent (the "Dissemination Agent"). WITNESSETH: WHEREAS, the Commission has issued $ Riverside County Transportation Commission Sales Tax Revenue Refunding Bonds (Limited Tax Bonds) 2016 Series A (the "2016 Bonds") pursuant to an Indenture, dated as of June 1, 2008, between the Commission and U.S. Bank National Association, as trustee (the "Trustee"), as supplemented, including as supplemented by a Sixth Supplemental Indenture, dated as of October 1, 2016, between the Commission and the Trustee (collectively, the "Indenture"); and WHEREAS, this Disclosure Agreement is being executed and delivered by the Commission and the Dissemination Agent for the benefit of the owners and beneficial owners of the 2016 Bonds and in order to assist the underwriters of the 2016 Bonds in complying with the Rule (as defined herein); NOW, THEREFORE, for and in consideration of the mutual promises and covenants herein contained, the parties hereto agree as follows: Section 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the Commission and the Dissemination Agent for the benefit of the Holders and Beneficial Owners of the 2016 Bonds and in order to assist the Participating Underwriters in complying with SEC Rule 15c2-12. Section 2. Definitions. Capitalized undefined terms used herein shall have the meanings ascribed thereto in the Indenture. In addition, the following capitalized terms shall have the following meanings: "Annual Report" means any Annual Report provided by the Commission pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement. "Disclosure Representative" means the Chief Financial Officer of the Commission, or such other officer or employee of the Commission as the Executive Director of the Commission or the Chief Financial Officer of the Commission shall designate in writing to the Dissemination Agent and the Trustee from time to time. "Dissemination Agent" means an entity selected and retained by the Commission, or any successor thereto selected by the Commission. The initial Dissemination Agent shall be Digital Assurance Certification, L.L.C. 27369822.4 1 "EMMA" shall mean the Municipal Securities Rulemaking Board's Electronic Municipal Market Access System for Municipal Securities disclosures, maintained on the intern& at http://emma.msrb.org. "Fiscal Year" shall mean the period beginning on July 1 of each year and ending on the next succeeding June 30, or any twelve-month or fifty-two week period hereafter selected by the Commission, with notice of such selection or change in fiscal year to be provided as set forth herein. "Listed Events" means any of the events listed in Section 5 hereof. "MSRB" means the Municipal Securities Rulemaking Board established pursuant to Section 15B(b)(1) of the Securities Exchange Act of 1934 or any other entity designated or authorized by the SEC to receive reports pursuant to the Rule. Until otherwise designated by the MSRB or the SEC, filings with the MSRB are to be made through the EMMA website of the MSRB, currently located at http://emma.msrb.org. "Official Statement" means the Official Statement, dated October , 2016, relating to the 2016 Bonds. "Participating Underwriters" means the underwriters of the 2016 Bonds required to comply with the Rule in connection with the offering of the 2016 Bonds. "Repository" means, until otherwise designated by the SEC, EMMA. "Rule" means Rule 15c2-12 adopted by the SEC under the Securities Exchange Act of 1934, as the same may be amended from time to time. "SEC" means the Securities and Exchange Commission. Section 3. Provision of Annual Reports. (a) So long as any 2016 Bonds remain outstanding pursuant to the Indenture, the Commission shall, or shall cause the Dissemination Agent to, not later than nine (9) months after the end of each Fiscal Year, commencing with the report for the 2016-17 Fiscal Year, provide to the MSRB, through EMMA, an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Agreement. The Annual Report must be submitted in electronic format, accompanied by such identifying information as provided by the MSRB. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 4 of this Disclosure Agreement; provided that the audited financial statements of the Commission may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date. If the Fiscal Year changes for the Commission, the Commission shall give notice of such change in the manner provided under Section 5(e) hereof. 27369822.4 2 (b) Not later than two (2) Business Days prior to the date specified in subsection (a) for providing the Annual Report to each Repository, the Commission shall provide the Annual Report to the Dissemination Agent. If by such date, the Dissemination Agent has not received a copy of the Annual Report from the Commission, the Dissemination Agent shall contact the Commission to determine if the Commission is in compliance with the first sentence of subsection (a). (c) If the Dissemination Agent is unable to verify that an Annual Report of the Commission has been provided to each Repository by the date required in subsection (a), the Dissemination Agent shall send a notice to each Repository in substantially the form attached hereto as Exhibit A. (d) The Dissemination Agent shall: 0) determine the electronic filing address of, and then -current procedures for submitting Annual Reports to, the MSRB each year prior to the date for providing the Annual Report; and (ii) to the extent known to the Dissemination Agent file a report with the Commission and (if the Dissemination Agent is not the Trustee) the Trustee certifying that the Annual Report has been provided pursuant to this Disclosure Agreement, and stating the date it was provided. Section 4. Content of Annual Reports. The Commission's Annual Report shall contain or include by reference the following: (a) The audited financial statements of the Commission for the prior Fiscal Year, prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If the Commission's audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available. (b) The debt service schedule for the 2016 Bonds, if there have been any unscheduled redemptions, retirements or defeasances, and the debt service on any additional parity bonds issued, in each case during the prior Fiscal Year. (c) The actual Sales Tax Revenues for the prior Fiscal Year consistent with the information concerning Sales Tax Revenues set forth in the Official Statement under the caption "THE SALES TAX," including but not limited to an update of the table entitled "Historical Sales Tax Revenues" set forth in the Official Statement under the caption "THE SALES TAX — Historical Sales Tax Revenues." 27369822.4 3 Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the Commission or public entities related thereto, which have been submitted to each Repository or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the MSRB. The Commission shall clearly identify each such other document so included by reference. The contents, presentation and format of the Annual Reports may be modified from time to time as determined in the judgment of the Commission to conform to changes in accounting or disclosure principles or practices and legal requirements followed by or applicable to the Commission or to reflect changes in the business, structure, operations, legal form of the Commission or any mergers, consolidations, acquisitions or dispositions made by or affecting the Commission; provided that any such modifications shall comply with the requirements of the Rule. Section 5. Reporting of Significant Events. (a) Pursuant to the provisions of this Section 5, the Commission shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the 2016 Bonds, in a timely manner not more than ten (10) Business Days after the event: (1) principal and interest payment delinquencies; (2) defeasances; (3) tender offers; (4) rating changes; (5) adverse tax opinions or the issuance by the Internal Revenue Service of proposed or final determinations of taxability or Notices of Proposed Issue (IRS Form 5701-TEB); (6) unscheduled draws on the debt service reserves reflecting financial difficulties; (7) (8) (9) unscheduled draws on credit enhancements reflecting financial difficulties; substitution of credit or liquidity providers or their failure to perform; or bankruptcy, insolvency, receivership or similar proceedings. For these purposes, any event described in the immediately preceding paragraph (9) is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the Commission in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Commission, or if 27369822.4 4 such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Commission. (b) Pursuant to the provisions of this Section 5, the Commission shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the 2016 Bonds, if material: (1) the consummation of a merger, consolidation or acquisition involving the Commission or the sale of all or substantially all of the assets of the Commission, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions; (2) appointment of a successor or additional Trustee or the change of the name of a Trustee; (3) non-payment related defaults; (4) modifications to the rights of Holders; (5) bond calls; (6) release, substitution or sale of property securing repayment of the 2016 Bonds; or (7) in addition to the adverse tax opinions or determinations of taxability described in Section 5(a)(5) above, any other notices or determinations with respect to the tax status of the 2016 Bonds. (c) Whenever the Commission obtains knowledge of the occurrence of a Listed Event, described in subsection (b) of this Section 5, the Commission shall as soon as possible determine if such event would be material under applicable federal securities law. (d) If the Commission determines that knowledge of the occurrence of a Listed Event described in subsection (b) of this Section 5 would be material under applicable federal securities law, the Commission shall promptly notify the Dissemination Agent in writing and instruct the Dissemination Agent to report the occurrence to the MSRB in a timely manner not more than ten (10) Business Days after the event. (e) If the Dissemination Agent has been instructed by the Commission to report the occurrence of a Listed Event, the Dissemination Agent shall file a notice of such occurrence with the MSRB. 27369822.4 5 Section 6. Filings with the MSRB. All information, operating data, financial statements, notices and other documents provided to the MSRB in accordance with this Disclosure Agreement shall be provided in an electronic format prescribed by the MSRB and shall be accompanied by identifying information as prescribed by the MSRB. Section 7. Termination of Reporting Obligation. The Commission's obligations under this Disclosure Agreement shall terminate upon the legal defeasance or payment in full of all of the 2016 Bonds. If such termination occurs prior to the final maturity of the 2016 Bonds, the Commission shall give notice of such termination in the same manner as for a Listed Event under Section 5. Section 8. Dissemination Agent. The Commission may, from time to time, appoint or engage another Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. If at any time there is not any other designated Dissemination Agent, the Trustee shall be the Dissemination Agent; provided, it shall receive written notice of such designation at the time of such designation. Section 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the Commission may amend this Disclosure Agreement, provided no amendment increasing or affecting the obligations or duties of the Dissemination Agent shall be made without the consent of such party, and any provision of this Disclosure Agreement may be waived if such amendment or waiver is supported by an opinion of counsel expert in federal securities laws acceptable to the Commission to the effect that such amendment or waiver would not, in and of itself, cause the undertakings herein to violate the Rule if such amendment or waiver had been effective on the date hereof but taking into account any subsequent change in or official interpretation of the Rule. Section 10. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the Commission from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. Section 11. Default. In the event of a failure of the Commission or the Dissemination Agent to comply with any provision of this Disclosure Agreement, the Trustee shall, at the written request of any Participating Underwriter or of the Holders of at least twenty-five percent (25%) of the aggregate principal amount of the 2016 Bonds then Outstanding (but only to the extent funds in an amount satisfactory to the Trustee have been provided to it or it has been otherwise indemnified to its satisfaction from any cost, liability, expense or additional charges and fees of the Trustee whatsoever, including, without limitation, reasonable fees and expenses of its attorneys), or any Holder or beneficial owner of the 2016 Bonds may, take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Commission or the Dissemination Agent, as the case may be, to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed an Event of Default under the Indenture, and the sole remedy under this 27369822.4 6 Disclosure Agreement in the event of any failure of the Commission or the Dissemination Agent to comply with this Disclosure Agreement shall be an action to compel performance Section 12. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall not be responsible for the form or content of any notice of Listed Event. The Dissemination Agent shall receive reasonable compensation for its services provided under this Disclosure Agreement. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement, and the Commission agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or willful misconduct. The obligations of the Commission under this Section shall survive resignation or removal of the Dissemination Agent and payment of the 2016 Bonds. Section 13. Notices. Any notices or communications to or among any of the parties to the Disclosure Agreement or the Trustee may be given as follows: To the Commission: To the Dissemination Agent: To the Trustee: Riverside County Transportation Mail: Commission 4080 Lemon Street, 3rd Floor P.O. Box 12008 Riverside, California 92501 Riverside, California 92502 Tel: (951) 787-7926 Fax: (951) 787-7920 Digital Assurance Certification, L.L.C. 390 North Orange Avenue, Suite 1750 Orlando, Florida 32801 Tel: (407) 515-1100 Fax: (407) 515-6513 U.S. Bank National Association 633 West Fifth Street, 24d' Floor Los Angeles, California 90071 Attention: Corporate Trust Division Tel: (213) 615-6023 Fax: (213) 615-6197 Any person may, by written notice to the other persons listed above, designate a different address or telephone number(s) to which subsequent notices or communications should be sent. Any notice or communication may also be sent by electronic mail, receipt of which shall be confirmed. Section 14. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Commission, the Dissemination Agent, the Participating Underwriters and holders and beneficial owners from time to time of the 2016 Bonds, and shall create no rights in any other person or entity. 27369822.4 7 Section 15. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this Disclosure Agreement as of the date first above written. RIVERSIDE COUNTY TRANSPORTATION COMMISSION By: Theresia Trevino Chief Financial Officer DIGITAL ASSURANCE CERTIFICATION, L.L.C., as Dissemination Agent By: Authorized Representative 27369822.4 8 NOTICE TO Name of Issuer: Name of Issue: Date of Issuance: EXHIBIT A REPOSITORIES OF FAILURE TO FILE ANNUAL REPORT Riverside County Transportation Commission (the "Commission") $ Riverside County Transportation Commission Sales Tax Revenue Refunding Bonds (Limited Tax Bonds) 2016 Series A , 2016 NOTICE IS HEREBY GIVEN that the Commission has not provided an Annual Report with respect to the above -named Bonds as required by this Continuing Disclosure Agreement dated as of October 1, 2016, between the Commission and the Dissemination Agent. The Commission anticipates that the Annual Report will be filed by Dated: , 20 DIGITAL ASSURANCE CERTIFICATION, L.L.C., as Dissemination Agent, on behalf of the Commission cc: Riverside County Transportation Commission 27369822.4 A-1 ATTACHMENT 4 OH&S DRAFT — 8/9/16 SIXTH SUPPLEMENTAL INDENTURE between RIVERSIDE COUNTY TRANSPORTATION COMMISSION and U.S. BANK NATIONAL ASSOCIATION, as Trustee Dated as of October 1, 2016 Relating to RIVERSIDE COUNTY TRANSPORTATION COMMISSION SALES TAX REVENUE REFUNDING BONDS (LIMITED TAX BONDS) 2016 SERIES A (Supplementing the Indenture Dated as of June 1, 2008) OHSUSA:765533595 ARTICLE XLII DEFINITIONS Section 42.01. Definitions 2 Section 42.02. Rules of Construction 3 Section 43.01. Section 43.02. Section 43.03. Section 44.01. Section 44.02. Section 44.03. Section 44.04. Section 45.01. Section 45.02. Section 45.03. Section 45.04. ARTICLE XLIII FINDINGS, DETERMINATIONS AND DIRECTIONS Findings and Determinations 3 Recital in Bonds 3 Effect of Findings and Recital 4 ARTICLE XLIV AUTHORIZATION OF 2016 SERIES A BONDS Principal Amount, Designation and Series 4 Purpose and Application of Proceeds 4 Form, Denomination, Numbers and Letters 4 Date, Maturities and Interest Rates 5 ARTICLE XLV REDEMPTION AND PURCHASE OF 2016 SERIES A BONDS Optional Redemption of 2016 Series A Bonds 6 Mandatory Redemption of 2016 Series A Bonds From Mandatory Sinking Account Payments 6 Selection of Bonds for Redemption 7 Purchase In Lieu of Redemption 7 ARTICLE XLVI ESTABLISHMENT OF FUNDS AND ACCOUNTS AND APPLICATION THEREOF Section 46.01. Funds and Accounts 7 Section 46.02. 2016 Costs of Issuance Fund 7 Section 47.01. Section 47.02. Section 47.03. Section 47.04. Section 47.05. Section 47.06. Section 47.07. Section 47.08. Section 47.09. ARTICLE XLVII MISCELLANEOUS Severability 8 Parties Interested Herein 8 Headings Not Binding 8 Notice Addresses 8 Notices to Rating Agencies 8 Brokerage Confirmations 9 Indenture to Remain in Effect 9 Effective Date of Sixth Supplemental Indenture 9 Execution in Counterparts 9 i OHSUSA:765533595 EXHIBITS EXHIBIT A FORM OF 2016 SERIES A BOND A-1 EXHIBIT B NOTICE ADDRESSES B-1 ii OHSUSA:765533595 SIXTH SUPPLEMENTAL INDENTURE THIS SIXTH SUPPLEMENTAL INDENTURE, dated as of October 1, 2016 (this "Sixth Supplemental Indenture"), between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION, a public entity duly established and existing under the laws of the State of California (the "Commission") and U.S. BANK NATIONAL ASSOCIATION, a national banking association duly organized and existing under and by virtue of the laws of the United States of America, as trustee (the "Trustee"): WITNESSETH: WHEREAS, this Sixth Supplemental Indenture is supplemental to the Indenture, dated as of June 1, 2008 (as supplemented and amended from time to time pursuant to its terms, the "Indenture"), between the Commission and the Trustee; WHEREAS, the Indenture provides that the Commission may issue Bonds from time to time as authorized by a Supplemental Indenture, which Bonds are to be payable from Revenues and from such other sources as may be specified with respect to a particular Series of Bonds in the Supplemental Indenture authorizing such Series; WHEREAS, the Commission has heretofore issued its Sales Tax Revenue Bonds (Limited Tax Bonds), 2009 Series A, 2009 Series B, 2009 Series C, 2010 Series A, 2010 Series B, and 2013 Series A in the original aggregate principal amount of $797,200,000, secured by the pledge of Revenues and other monies as set forth in the Indenture; WHEREAS, in relation to its Sales Tax Revenue Bonds (Limited Tax Bonds), 2009 Series A (the "2009 Series A Bonds"), the Commission has heretofore executed and delivered that certain ISDA Master Agreement, dated as of September 24, 2008, by and between the Commission and Deutsche Bank AG, acting through its New York Branch, as counterparty ("Deutsche Bank"), as amended and supplemented, including as amended and supplemented by the Schedule, Confirmation and ISDA Credit Support Annex to Schedule thereto, each dated as of September 24, 2008 (collectively, the "Deutsche Bank Swap"), and each by and between the Commission and Deutsche Bank, evidencing an interest rate swap in an original aggregate notional amount of $85,000,000, of which notional amount $63,900,000 currently remains outstanding; WHEREAS, in relation to its Sales Tax Revenue Bonds (Limited Tax Bonds), 2009 Series B and 2009 Series C (together with the 2009 Series A Bonds, the "2009 Bonds"), the Commission has heretofore executed and delivered that certain ISDA Master Agreement, dated as of August 22, 2006, by and between the Commission and Bank of America, N.A., as counterparty ("Bank of America"), as amended and supplemented, including as amended and supplemented by the Schedule, Confirmation and ISDA Credit Support Annex to Schedule thereto, each dated as of August 22, 2006 (collectively, the `BANA Swap"), and each by and between the Commission and Bank of America, evidencing an interest rate swap in an original aggregate notional amount of $100,000,000, of which notional amount $75,200,000 currently remains outstanding; OHSUSA:765533595 WHEREAS, the Commission desires to provide at this time for the issuance of an additional Series of Bonds to be designated "Riverside County Transportation Commission Sales Tax Revenue Refunding Bonds (Limited Tax Bonds), 2016 Series A" (the "2016 Series A Bonds") for the purpose of providing funds to (i) refund the outstanding 2009 Series A Bonds, (ii) refund $[ ] principal amount of the Commission's Outstanding Notes[, including the refinancing of] a termination payment in connection with the termination of the Deutsche Bank Swap, and (iii) pay costs of issuance, all as provided in this Sixth Supplemental Indenture; NOW, THEREFORE, the parties hereto hereby agree as follows: ARTICLE XLII DEFINITIONS Section 42.01. Definitions. (a) Definitions. Unless the context otherwise requires, or as otherwise provided in subsection (b) and (c) of this Section, all terms which are defined in Section 1.02, Section 19.01, Section 26.01 and Section 32.01 of the Indenture shall have the same meanings in this Sixth Supplemental Indenture. (b) Additional Definitions. Unless the context otherwise requires, the following terms shall, for all purposes of this Sixth Supplemental Indenture, have the following meanings: "Authorized Denominations" means, with respect to 2016 Series A Bonds, $5,000 and any integral multiple thereof. "Interest Payment Date" means, with respect to 2016 Series A Bonds, June 1 and December 1 of each year until the redemption or maturity of such 2016 Series A Bonds, commencing with December 1, 2016. "Issue Date" means, with respect to the 2016 Series A Bonds, the date on which the 2016 Series A Bonds are first delivered to the purchasers thereof. "Record Date" means, with respect to the 2016 Series A Bonds, the fifteenth (15th) day (whether or not a Business Day) of the month preceding the month in which such Interest Payment Date occurs. "Redemption Price" means, with respect to any 2016 Series A Bond or a portion thereof, 100% of the principal amount thereof to be redeemed, plus the applicable premium, if any, payable upon redemption thereof pursuant to such Bond or this Sixth Supplemental Indenture. "Sixth Supplemental Indenture" means this Sixth Supplemental Indenture, between the Commission and the Trustee, as amended and supplemented from time to time. "Tax -Exempt" means, with respect to interest on any obligations of a state or local government, that such interest is excluded from the gross income of the holders thereof (other 2 OHSUSA:765533595 than any holder who is a "substantial user" of facilities financed with such obligations or a "related person" within the meaning of Section 147(a) of the Code) for federal income tax purposes, whether or not such interest is includable as an item of tax preference or otherwise includable directly or indirectly for purposes of calculating other tax liabilities, including any alternative minimum tax or environmental tax under the Code. "Tax -Exempt Securities" means bonds, notes or other securities the interest on which is Tax -Exempt. "2016 Series A Bonds Tax Certificate" means the Tax Certificate executed on behalf of the Commission in connection with the issuance of the 2016 Series A Bonds. "2016 Costs of Issuance Fund" means the fund by that name established pursuant to Section 46.01. "2016 Series A Bonds" shall mean the Riverside County Transportation Commission Sales Tax Revenue Refunding Bonds (Limited Tax Bonds), 2016 Series A, authorized by Article XLIV of this Indenture. Section 42.02. Rules of Construction. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Unless the context shall otherwise indicate, words importing the singular number shall include the plural number and vice versa, and words importing persons shall include corporations and associations, including public bodies, as well as natural persons. Defined terms shall include any variant of the terms set forth in this Article XLII. The terms "hereby," "hereof," "hereto," "herein," "hereunder," and any similar terms, as used in this Sixth Supplemental Indenture, refer to the Indenture. ARTICLE XLIII FINDINGS, DETERMINATIONS AND DIRECTIONS Section 43.01. Findings and Determinations. The Commission hereby finds and determines that the 2016 Series A Bonds shall be issued pursuant to Article XLIV and Section 3.01, Section 3.02 and Section 3.03 of the Indenture, and upon the issuance of the 2016 Series A Bonds, any and all acts, conditions and things required to exist, to happen and to be performed, precedent to and in the issuance thereof, will exist, will have happened and will have been performed, in due time, form and manner, as required by the Constitution and statutes of the State. Section 43.02. Recital in Bonds. There shall be included in each of the definitive 2016 Series A Bonds, and also in each of the temporary 2016 Series A Bonds, if any are issued, a certification and recital that any and all acts, conditions and things required to exist, to happen and to be performed, precedent to and in the incurring of the indebtedness evidenced by that 2016 Series A Bonds, and in the issuing of that 2016 Series A Bonds, exist, have happened and have been performed in due time, form and manner, as required by the Constitution and statutes of the State and the Act, and that said 2016 Series A Bonds, together with all other indebtedness of the Commission payable out of Revenues, is within every debt and other limit prescribed by 3 OHSUSA:765533595 the Constitution and statutes of the State and the Act, and that such certification and recital shall be in such form as is set forth in the form of the 2016 Series A Bonds attached hereto as Exhibit A. Section 43.03. Effect of Findings and Recital. From and after the issuance of the 2016 Series A Bonds, the findings and determinations herein shall be conclusive evidence of the existence of the facts so found and determined in any action or proceeding in any court in which the validity of the 2016 Series A Bonds is at issue. ARTICLE XLIV AUTHORIZATION OF 2016 SERIES A BONDS Section 44.01. Principal Amount, Designation and Series. Pursuant to the provisions of this Indenture and the provisions of the Act, a Series of Bonds entitled to the benefit, protection and security of such provisions is hereby authorized in the aggregate principal amount of $[PAR]. Such Bonds shall be designated as, and shall be distinguished from the Bonds of all other Series by the title, "Riverside County Transportation Commission Sales Tax Revenue Refunding Bonds (Limited Tax Bonds), 2016 Series A." At any time after the execution and delivery of this Supplemental Indenture, the Commission may execute and, upon the order of the Commission, the Trustee shall authenticate and deliver each 2016 Series A Bonds in the aggregate principal amount set forth above. Section 44.02. Purpose and Application of Proceeds. The 2016 Series A Bonds are issued for the purpose of providing funds to (i) refund all or a portion of the outstanding 2009 Bonds, (ii) refund $[ ] principal amount of the Commission's Outstanding Notes, and (iii) pay costs of issuance. The net proceeds from the sale of the 2016 Series A Bonds in the amount of $[ ] shall be received by the Trustee, and the Trustee shall deposit or transfer such funds as follows: (a) $[ ] of such proceeds shall be deposited in the Redemption Fund for application to the redemption of the 2009 Bonds; (b) $[ ] of such proceeds shall be transferred to the Notes Trustee for deposit upon the order of the Commission; and (c) $[ ] of such proceeds shall be deposited in the 2016 Costs of Issuance Fund. Section 44.03. Form, Denomination, Numbers and Letters. Each Series of 2016 Series A Bonds shall be issued as fully registered bonds without coupons in book -entry form and in Authorized Denominations and shall be numbered from one upward in consecutive numerical order preceded by the letter "R" prefixed to the number. Each Series of 2016 Series A Bonds and the certificate of authentication shall be substantially in the form attached hereto as Exhibit A. 4 OHSUSA:765533595 Section 44.04. Date, Maturities and Interest Rates. The 2016 Series A Bonds shall be issued as Current Interest Bonds in the aggregate principal amount of $[PAR]. The 2016 Series A Bonds shall be dated their Issue Date, shall bear interest from that date at the following rates per annum, computed on the basis of a 360-day year comprised of twelve 30-day months, and shall mature on June 1 in the following years and in the following amounts: Maturity Date (June 1) Principal Amount Interest Rate 20 $ % 20 * * Term Bond Final Maturity Interest on each 2016 Series A Bond shall be payable on each Interest Payment Date for such 2016 Series A Bond until the principal sum of such 2016 Series A Bond has been paid; provided, however, that if at the maturity date of any 2016 Series A Bond (or if the same is redeemable and shall be duly called for redemption, then at the date fixed for redemption) funds are available for the payment or redemption thereof, in full accordance with terms of the Indenture, such 2016 Series A Bond shall then cease to bear interest. Interest on each 2016 Series A Bond shall be payable to the registered Holder thereof at such registered Holder's address as it appears on the Bond Register from the latest of: (i) such 2016 Series A Bond's Issue Date; (ii) the most recent Interest Payment Date to which interest has been paid thereon or duly provided for, or (iii) if the date of authentication of such Bond is after a Record Date but prior to the immediately succeeding Interest Payment Date, the Interest Payment Date immediately succeeding such date of authentication. As long as the 2016 Series A Bonds are Book -Entry Bonds, principal of and interest on the 2016 Series A Bonds shall be payable by wire transfer to DTC in lawful money of the United States of America. Principal of the 2016 Series A Bonds shall be payable when due upon presentation and surrender thereof at the Principal Office of the Trustee. Each 2016 Series A Bond shall be payable as provided in Section 2.10, including Section 2.10(E), or, in the event the use of the Securities Depository is discontinued, the principal of each 2016 Series A Bond shall be payable in lawful money of the United States of America upon surrender thereof at the Principal Office of the Trustee, and the interest on each 2016 Series A Bond shall be payable in lawful money of the United States of America by the Trustee to the Holder thereof as of the close of business on the Record Date, such interest to be paid by the Trustee to such Holder in immediately available funds (by wire transfer or by deposit to the account of the Holder if such account is maintained with the Trustee), according to the instructions given by such Holder to the Trustee or, in the event no such instructions have been given, by check mailed by first class mail to the Holder at such Holder's address as it appears as of the Record Date on the bond registration books kept by the Trustee. 5 OHSUSA:765533595 ARTICLE XLV REDEMPTION AND PURCHASE OF 2016 SERIES A BONDS Section 45.01. Optional Redemption of 2016 Series A Bonds. (a) Optional Redemption of 2016 Series A Bonds. The 2016 Series A Bonds maturing on or before June 1, 20_ shall not be subject to redemption prior to their respective stated maturities. The 2016 Series A Bonds maturing on or after June 1, 20_ shall be subject to redemption prior to their respective stated maturities, at the option of the Commission, from any source of available funds, as a whole or in part, on any date on or after [June/October 1], 20_ at the principal amount of 2016 Series A Bonds called for redemption plus accrued interest to the date fixed for redemption, without premium. (b) Sufficient Funds Required for Optional Redemption. Any optional redemption of 2016 Series A Bonds and notice thereof shall be conditional and rescinded and cancelled pursuant to the provisions of Section 4.02 if for any reason on the date fixed for redemption moneys are not available in the Redemption Fund or otherwise held in trust for such purpose in an amount sufficient to pay in full on said date the principal of, interest, and any premium due on the 2016 Series A Bonds called for redemption. (c) Notice of Optional Redemption; Rescission. Any notice of optional redemption of the 2016 Series A Bonds shall be delivered in accordance with Section 4.02 and may be rescinded as provided in Section 4.02. Section 45.02. Mandatory Redemption of 2016 Series A Bonds From Mandatory Sinking Account Payments. (a) Mandatory Redemption of 2016 Series A Bonds. The 2016 Series A Bonds maturing on June 1, 20 shall also be subject to mandatory redemption prior to their respective stated maturities, in part, by lot, from Mandatory Sinking Account Payments on each June 1 a Mandatory Sinking Account Payment is due as specified in this Section 45.02(a), in the principal amount equal to the Mandatory Sinking Account Payment due on such date and at a redemption price equal to 100% of the principal amount thereof, plus accrued but unpaid interest to the redemption date, without premium. The Mandatory Sinking Account Payments for the 2016 Series A Term Bonds maturing on June 1, 20_ shall be due in the amounts and on the dates as follows: Mandatory Sinking Account Mandatory Payments Dates Sinking Account (June 1) Payments 20 $ 20 *Final Maturity 6 OHSUSA:765533595 Section 45.03. Selection of Bonds for Redemption. (a) Selection of 2016 Series A Bonds for Redemption. The Commission shall designate which maturities of any 2016 Series A Bonds are to be called for optional redemption pursuant to Section 45.01(a). If less than all 2016 Series A Bonds maturing by their terms on any one date are to be redeemed at any one time, the Trustee shall select the 2016 Series A Bonds of such maturity date to be redeemed in any manner that it deems appropriate and fair and shall promptly notify the Commission in writing of the numbers of the 2016 Series A Bonds so selected for redemption. For purposes of such selection, 2016 Series A Bonds shall be deemed to be composed of multiples of minimum Authorized Denominations and any such multiple may be separately redeemed. In the event of an optional redemption of the 2016 Series A Term Bonds pursuant to Section 45.01(a), the Commission shall designate the Mandatory Sinking Account Payments under Section 45.02(a), or portions thereof, in an aggregate amount equal to the principal amount of 2016 Series A Term Bonds so optionally redeemed, that are to be reduced as allocated to such redemption, and such Mandatory Sinking Account Payments shall be reduced accordingly. Section 45.04. Purchase In Lieu of Redemption. The Commission reserves the right at all times to purchase any of its 2016 Series A Bonds on the open market. In lieu of mandatory redemption, the Commission may surrender to the Trustee for cancellation 2016 Series A Bonds purchased on the open market, and such 2016 Series A Bonds shall be cancelled by the Trustee. If any 2016 Series A Bonds are so cancelled, the Commission may designate the Mandatory Sinking Account Payments or portions thereof within such Series of the 2016 Series A Bonds so purchased that are to be reduced as a result of such cancellation. ARTICLE XLVI ESTABLISHMENT OF FUNDS AND ACCOUNTS AND APPLICATION THEREOF Section 46.01. Funds and Accounts. To ensure the proper application of such portion of proceeds from the sale of the 2016 Series A Bonds to be applied to pay the Costs of Issuance of the 2016 Series A Bonds, there is hereby established the 2016 Costs of Issuance Fund, such fund to be held by the Trustee. Section 46.02. 2016 Costs of Issuance Fund. The monies set aside and placed in the 2016 Costs of Issuance Fund shall be expended for the purpose of paying the Costs of Issuance of the 2016 Series A Bonds. Before any payment from the 2016 Costs of Issuance Fund shall be made by the Trustee, the Commission shall file or cause to be filed with the Trustee a requisition of the Commission (each a "Requisition"), such Requisition to be signed by an Authorized Representative and to include: (i) the item number of such payment; (ii) the name and address or wire instructions for payment of the person to whom each such payment is due, which may be the Commission in the case of reimbursement for costs theretofore paid by the Commission; (iii) the respective amounts to be paid; (iv) the purpose by general classification for which each obligation to be paid was incurred; and (v) that obligations in the stated amounts have been incurred by the Commission and are presently due and payable and that each item thereof is a proper charge against the 2016 Costs of Issuance Fund and has not been previously paid from said fund. The address or payment instructions of the person to be paid may be by attachment of invoices in the specified amount contained in the Requisition. On October 1, 2017 any 7 OHSUSA:765533595 remaining amounts in the 2016 Costs of Issuance Fund shall be transferred to the Revenue Fund and the 2016 Costs of Issuance Fund shall be closed. ARTICLE XLVII MISCELLANEOUS Section 47.01. Severability. If any covenant, agreement or provision, or any portion thereof, contained in this Sixth Supplemental Indenture, or the application thereof to any person or circumstance, is held to be unconstitutional, invalid or unenforceable, the remainder of this Sixth Supplemental Indenture, and the application of any such covenant, agreement or provision, or portion thereof, to other Persons or circumstances, shall be deemed severable and shall not be affected thereby, and this Sixth Supplemental Indenture and the 2016 Series A Bonds issued pursuant hereto shall remain valid, and the Holders of the 2016 Series A Bonds shall retain all valid rights and benefits accorded to them under this Indenture, the Act, and the Constitution and statutes of the State. Section 47.02. Parties Interested Herein. Nothing in this Sixth Supplemental Indenture expressed or implied is intended or shall be construed to confer upon, or to give to, any person or entity, other than the Commission, the Trustee and the Holders of the 2016 Series A Bonds, any right, remedy or claim under or by reason of this Sixth Supplemental Indenture or any covenant, condition or stipulation hereof; and all the covenants, stipulations, promises and agreements in this Sixth Supplemental Indenture contained by and on behalf of the Commission shall be for the sole and exclusive benefit of the Commission, the Trustee and the Holders of the 2016 Series A Bonds. Section 47.03. Headings Not Binding. The headings in this Sixth Supplemental Indenture are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Sixth Supplemental Indenture. Section 47.04. Notice Addresses. Except as otherwise provided herein, it shall be sufficient service or giving of notice, request, complaint, demand or other paper if the same shall be duly mailed by registered or certified mail, postage prepaid, addressed to the Notice Address for the appropriate party or parties as provided in Exhibit B hereto. Any such entity by notice given hereunder may designate any different addresses to which subsequent notices, certificates or other communications shall be sent, but no notice directed to any one such entity shall be thereby required to be sent to more than two addresses. Any such communication may also be sent by Electronic Means, receipt of which shall be confirmed. Section 47.05. Notices to Rating Agencies. The Trustee shall provide notice to the Rating Agencies of the following events with respect to the 2016 Series A Bonds: (1) Change in Trustee; (2) Amendments to the Indenture; and (3) Redemption or defeasance of any 2016 Series A Bonds. 8 OHSUSA:765533595 Section 47.06. Brokerage Confirmations . The Commission acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Commission the right to receive brokerage confirmations of security transactions as they occur, the Commission specifically waives receipt of such confirmations to the extent permitted by law. The Trustee will furnish the Commission periodic account transaction statements which shall include detail for all investment transactions made by the Trustee hereunder. Section 47.07. Indenture to Remain in Effect. Save and except as amended and supplemented by this Sixth Supplemental Indenture, the Indenture shall remain in full force and effect. Section 47.08. Effective Date of Sixth Supplemental Indenture. This Sixth Supplemental Indenture shall take effect upon its execution and delivery. Section 47.09. Execution in Counterparts. This Sixth Supplemental Indenture may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument. 9 OHSUSA:765533595 IN WITNESS WHEREOF, the parties hereto have executed this Sixth Supplemental Indenture by their officers thereunto duly authorized as of the day and year first written above. RIVERSIDE COUNTY TRANSPORTATION COMMISSION By: Executive Director (Seal) ATTEST: Clerk of the Riverside County Transportation Commission APPROVED AS TO FORM: By: General Counsel U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Authorized Officer S-1 OHSUSA:765533595 EXHIBIT A FORM OF 2016 SERIES A BOND No. R-- $ Riverside County Transportation Commission Sales Tax Revenue Refunding Bond (Limited Tax Bond) 2016 Series A INTEREST RATE MATURITY ISSUE DATE % June 1, 20_ [Issue Date] REGISTERED OWNER: Cede & Co. CUSIP PRINCIPAL AMOUNT: Dollars RIVERSIDE COUNTY TRANSPORTATION COMMISSION, a public entity duly organized and existing under the laws of the State of California (the "Commission"), for value received, hereby promises to pay (but solely from Revenues as hereinafter referred to) in lawful money of the United States of America, to the registered Holder or registered assigns, on the maturity date set forth above, unless redeemed prior thereto as hereinafter provided, the principal amount specified above, together with interest thereon from the Issue Date set forth above until the principal hereof shall have been paid, at the interest rates and on the dates (each, an "Interest Payment Date") described herein. The principal of and premium, if any, on this Bond are payable to the registered Holder hereof upon presentation and surrender of this Bond at the principal office of U.S. Bank National Association, as trustee (together with any successor as trustee under the hereinafter defined Indenture, the "Trustee") in Los Angeles, California. Interest on this Bond shall be paid by check drawn upon the Trustee and mailed on the applicable Interest Payment Date to the registered Holder hereof as of the close of business on the Record Date at such registered Holder's address as it appears on the Bond Register. As used herein, "Record Date" means the fifteenth (15th) day (whether or not a Business Day) of the month preceding the month in which such Interest Payment Date occurs. This Bond is one of a duly authorized issue of bonds of the Commission, designated as "Riverside County Transportation Commission, Sales Tax Revenue Refunding Bonds (Limited Tax Bonds)" (the "Bonds"), of the series designated above, all of which are being issued pursuant to the provisions of the Riverside County Transportation Sales Tax Act, Division 25 (Section 240000 et seq.) of the Public Utilities Code of the State of California, as now in effect and as it may from time to time hereafter be amended or supplemented (the "Act"), the Transportation Expenditure Plan and Retail Transaction and Use Tax Ordinance, adopted by the Commission on May 8, 2002 and approved by at least two-thirds of electors voting on such proposition in the November 5, 2002 election and any amendments or extensions thereto, and as authorized pursuant to Article 10 and Article 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of A-1 OHSUSA:765533595 the California Government Code (Section 53570 et seq.) and other applicable provisions of the laws of the State of California (collectively, and together with the Act, the "Law"), and an Indenture, dated as of June 1, 2008, as supplemented, including as supplemented by a Sixth Supplemental Indenture, dated as of [October 1, 2016] (the "Sixth Supplemental Indenture"), each between the Commission and the Trustee, hereinafter referred to collectively as the "Indenture." Said authorized issue of Bonds is not limited in aggregate principal amount and consists or may consist of one or more series of varying denominations, dates, maturities, interest rates and other provisions, as in the Indenture provided. Capitalized terms used herein and not otherwise defined shall have the meaning given such terms in the Indenture. THIS BOND IS A LIMITED TAX BOND OBLIGATION OF THE COMMISSION PAYABLE SOLELY FROM REVENUES AS DEFINED AND PROVIDED IN THE INDENTURE AND CERTAIN OTHER FUNDS PLEDGED UNDER THE INDENTURE AND THE COMMISSION IS NOT OBLIGATED TO PAY THIS BOND EXCEPT FROM REVENUES AND THOSE CERTAIN OTHER FUNDS PLEDGED UNDER THE INDENTURE. THIS BOND DOES NOT CONSTITUTE A DEBT OR LIABILITY OF THE STATE OF CALIFORNIA (THE "STATE") OR ANY POLITICAL SUBDIVISION OF THE STATE OTHER THAN THE COMMISSION, OR A PLEDGE OF THE FULL FAITH AND CREDIT OF THE STATE OR OF ANY POLITICAL SUBDIVISION OF THE STATE. THE GENERAL FUND OF THE COMMISSION IS NOT LIABLE, AND THE CREDIT OR TAXING POWER (OTHER THAN AS DESCRIBED HEREIN) OF THE COMMISSION IS NOT PLEDGED, FOR THE PAYMENT OF THE BONDS, THEIR INTEREST, OR ANY PREMIUM DUE UPON REDEMPTION OF THE BONDS. THE BONDS ARE NOT SECURED BY A LEGAL OR EQUITABLE PLEDGE OF, OR CHARGE, LIEN OR ENCUMBRANCE UPON, ANY OF THE PROPERTY OF THE COMMISSION OR ANY OF ITS INCOME OR RECEIPTS, EXCEPT THE REVENUES AND THE CERTAIN OTHER FUNDS PLEDGED UNDER THE INDENTURE. Reference is hereby made to the Indenture and the Law for a description of the terms on which the Bonds are issued and to be issued, the provisions with regard to the nature and extent of the pledge of Revenues and certain other funds and the rights of the registered Holders of the Bonds and all the terms of the Indenture are hereby incorporated herein and constitute a contract between the Commission and the registered Holder from time to time of this Bond, and to all the provisions thereof the registered Holder of this Bond, by its acceptance hereof, consents and agrees. Additional Bonds may be issued and other indebtedness may be incurred on a parity with the Series of Bonds of which this Bond is a part, but only subject to the conditions and limitations contained in the Indenture. This Bond is payable as to both principal and interest, and any premium upon redemption hereof, exclusively from the Revenues and other funds pledged under the Indenture, which consist primarily of the amounts available for distribution to the Commission on and after July 1, 2009 on account of the retail transactions and use tax imposed in the County of Riverside pursuant to the Law, after deducting amounts payable by the Commission to the State Board of Equalization for costs and expenses for its services in connection with the retail transactions and use taxes collected pursuant to the Act, all as provided in the Indenture, and the Commission is not obligated to pay the principal of and interest on this Bond except from Revenues and certain other funds pledged thereunder. A-2 OHSUSA:765533595 This Bond shall be deliverable in the form of a fully registered Bond in denominations of $5,000 and any multiple thereof (such denominations being referred to herein as "Authorized Denominations"). Optional and Mandatory Redemption Provisions Bonds shall be subject to optional and mandatory redemption as specified in the Indenture. Amendments and Modifications The rights and obligations of the Commission and of the Beneficial Owners, registered Holders and registered Owners of the Bonds may be modified or amended at any time in the manner, to the extent, and upon the terms provided in the Indenture, which provide, in certain circumstances, for modifications and amendments without the consent of or notice to the registered Holders of Bonds. Transfer and Exchange Provisions This Bond is transferable or exchangeable as provided in the Indenture, only upon the bond registration books maintained by the Trustee, by the registered Holder hereof, or by his or her duly authorized attorney, upon surrender of this Bond at the Principal Office of the Trustee, together with a written instrument of transfer satisfactory to the Trustee duly executed by the registered Holder or his or her duly authorized attorney, and thereupon a new Bond or Bonds of the same series, maturity and in the same aggregate principal amount, shall be issued to the transferee in exchange therefor as provided in the Indenture, upon payment of any charges therein prescribed. Persons Deemed Holders The person in whose name this Bond is registered shall be deemed and regarded as the absolute Holder hereof for all purposes, including receiving payment of, or on account of, the principal and any redemption premium and interest due hereon. It is hereby certified and recited that any and all acts, conditions and things required to exist, to happen and to be performed, precedent to and in the incurring of the indebtedness evidenced by this Bond, and in the issuing of this Bond, exist, have happened and have been performed in due time, form and manner, as required by the Constitution and statutes of the State of California and the Act, and that this Bond, together with all other indebtedness of the Commission payable out of Revenues, is within every debt and other limit prescribed by the Constitution and statutes of the State of California and the Law. A-3 OHSUSA:765533595 This Bond shall not be entitled to any benefit under the Indenture, or become valid or obligatory for any purpose, until the certificate of authentication hereon endorsed shall have been manually signed by the Trustee. IN WITNESS WHEREOF the Riverside County Transportation Commission has caused this Bond to be executed in its name and on its behalf by the manual or facsimile signature of its duly authorized representatives and its seal to be affixed hereto all as of the Issue Date set forth above. (Seal) Attest: RIVERSIDE COUNTY TRANSPORTATION COMMISSION By: Chair of the Board of Commissioners Auditor -Controller [FORM OF CERTIFICATE OF AUTHENTICATION] This Bond is one of the 2016 Series A Bonds described in the within mentioned Indenture and was authenticated on the date set forth below. Date of Authentication: U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Authorized Officer A-4 OHSUSA:765533595 [DTC LEGEND] Unless this Bond is presented by an authorized representative of The Depository Trust Company to the issuer or its agent for registration of transfer, exchange or payment, and any Bond issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered Owner hereof, Cede & Co., has an interest herein. [FORM OF ASSIGNMENT] FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please Print or Type Name and Address of Assignee) PLEASE INSERT SOCIAL SECURITY OR OTHER TAX IDENTIFICATION NUMBER OF ASSIGNEE the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints to transfer the within Bond on the books kept for registration thereof with full power of substitution in the premises. Dated: Signature: (Signature of Assignor) Notice: The signature on this assignment must correspond with the name of the registered Holder as it appears upon the face of the within Bond in every particular without alteration or enlargement or any change whatsoever. SIGNATURE GUARANTEED: Notice: Signature must be guaranteed by an eligible guarantor firm. A-5 OHSUSA:765533595 INDEX TO EXHIBITS EXHIBIT B NOTICE ADDRESSES To the Commission: Riverside County Transportation Commission Street Address: 4080 Lemon Street, 3rd Floor Riverside, California 92501 Mailing Address: P.O. Box 12008 Riverside, California 92502 Attention: Chief Financial Officer Telephone: Fax: (951) 787-7926 (951) 787-7920 To the Trustee: U.S. Bank National Association 633 West Fifth Street, 24th Floor Los Angeles, California 90071 Attention: Telephone: Fax: Corporate Trust Division (213) 615-6023 (213) 615-6197 B-1 To the Rating Agencies: Standard & Poor's Ratings Services 55 Water Street, 38th Floor New York, New York 10041 Telephone: (212) 438-2000 Fax: (212) 438-2157 Fitch Ratings 33 Whitehall Street New York, New York 10004 Telephone: (212) 908-0500 Fax: (212) 480-4421 OHSUSA:765533595 ATTACHMENT 5 OH&S Draft7/29/16 RIVERSIDE COUNTY TRANSPORTATION COMMISSION SALES TAX REVENUE REFUNDING BONDS (LIMITED TAX BONDS), 2016 SERIES A OFFICIAL NOTICE OF SALE (as of September _, 2016) NOTICE IS HEREBY GIVEN that electronically submitted proposals will be received by the Riverside County Transportation Commission (herein called the "Commission") on [Tuesday, September 28], 2016 at the hour of 8:00 a.m., California time, for the purchase of $ aggregate principal amount of Sales Tax Revenue Refunding Bonds designated "Riverside County Transportation Commission Sales Tax Revenue Refunding Bonds (Limited Tax Bonds), 2016 Series A" (herein called the "Series 2016 Bonds"), to be issued pursuant to the Indenture, dated as of June 1, 2008, as supplemented and amended, including by the Sixth Supplemental Indenture, to be dated as of October 1, 2016 (hereinafter collectively referred to as the "Indenture"), between the Commission and U. S. Bank National Association, as trustee (the "Trustee"). The Commission reserves the right to postpone to a later date and/or change to a different time said public sale by announcing such postponement through the Thomson Municipal Market Monitor (www.TM3.com) (the "News Service") not later than 2:00 p.m. (California time) on the day prior to the time bids are to be received. If no legal bid or bids are received for the Series 2016 Bonds on said date (or such later date as is established as provided herein) at the time specified, bids will be received for the Series 2016 Bonds on such other date and at such other time as shall be designated through the News Service. Potential bidders will be notified via the News Service not later than 2:00 p.m. (California time) on the day prior to the date prescribed for the receipt of bids of any change to the principal payment schedule for the Series 2016 Bonds to be utilized for the bidding process. As an accommodation to bidders, telephonic, telecopied or emailed notice of the change of the sale date or time or of a change in the principal payment schedule will be given to any bidder requesting such notice to the Commission's Financial Advisor, Fieldman, Rolapp & Associates, 19900 MacArthur Boulevard, Suite 1100, Irvine, California 92612; Attn: Daniel L. Wiles (Phone: (949) 660-7315). Failure of any bidder to receive such telephonic, telecopied or emailed notice shall not affect the legality of the sale. Bidders are referred to the Preliminary Official Statement dated , 2016 for additional information regarding the Commission, the Series 2016 Bonds and the security therefor, and other matters. See "OFFICIAL STATEMENT" below. Capitalized terms used and not defined herein have the meaning ascribed to them in the Preliminary Official Statement. * Preliminary, subject to change. OHSUSA:765554166.2 TERMS RELATING TO THE SERIES 2016 BONDS Important Note: This notice will be submitted to i-Deal LLC ("i-Deal") for posting at the TM3 website and in the Parity bid delivery system. In the event i-Deal's summary of the terms of sale of the Bonds disagrees with this Official Notice of Sale (this "Official Notice of Sale"), in any particulars, the terms of this Official Notice of Sale (as amended, if necessary, with notice of any amendment hereto to be given as described above) shall control. SERIES: $ aggregate principal amount of Series 2016 Bonds, which are being issued as fully registered Series 2016 Bonds in denominations of $5,000 or multiples thereof, provided that no Series 2016 Bond shall represent principal maturing in more than one year, all dated the date of delivery thereof. Other series of bonds have previously been issued, and additional series of bonds may be issued, under the Indenture on a parity with the Series 2016 Bonds (collectively, the "Bonds") on the terms and subject to the conditions set forth therein. INTEREST RATE; PREMIUM OR DISCOUNT BIDS: Interest is payable on December 1, 2016 and semiannually thereafter on June 1 and December 1 of each year. Bidders must specify the rate or rates of interest that the Series 2016 Bonds hereby offered for sale shall bear. Bidders will be permitted to bid different rates of interest; but (i) each interest rate specified in any bid must be in a multiple of one -eighth or one -twentieth of one percent per annum and a zero rate of interest cannot be specified; (ii) no Series 2016 Bond shall bear more than one rate of interest; (iii) each Series 2016 Bond shall bear interest from its dated date to its stated payment date at the interest rate specified in the bid; (iv) all Series 2016 Bonds payable at any one time shall bear the same rate of interest; (v) no rate of interest should exceed [five] percent ([5.00]%) per annum; and (vi) no maturity shall be sold at a price less than [99]% of the principal amount thereof. Premium bids must be paid as part of the purchase price, and no bid will be accepted which contemplates the waiver of any interest or other concession by the bidder as substitute for payment in full of the purchase price. Bidders may not bid a purchase price of less than 100% of the aggregate principal amount of the Series 2016 Bonds. Bids that do not conform to the terms of this section may be rejected. See "TERMS OF SALE - RIGHT OF REJECTION" below. The Commission reserves the right to modify or amend the terms of the sale prior to the time bids are received and to waive any irregularity in bids received. BOOK -ENTRY ONLY: The Series 2016 Bonds shall be issued in registered form by means of a book -entry system with no distribution of the Series 2016 Bonds made to the public. One Series 2016 Bond representing each Bond maturity date and interest rate will be issued to The Depository Trust Company, New York, New York ("DTC"), registered in the name of Cede & Co., its nominee The book -entry system will evidence ownership of the Series 2016 Bonds in the principal amount of $5,000 or any integral multiple thereof, with transfers of ownership effected on the records of DTC. Delivery of the Bonds will be made through the facilities of DTC, or through the facilities of the Trustee via FAST transfer, and is presently expected to take place on or about October _, 2016. * Preliminary, subject to change. 2 OHSUSA:765554166.2 PAYMENT OF DTC FEES AND CALIFORNIA DEBT AND INVESTMENT ADVISORY COMMISSION FEES: The Commission will submit or cause to be submitted all requisite documents to DTC for DTC-eligibility purposes. However, the successful bidder (the "Purchaser") of the Series 2016 Bonds will be responsible for payment of all fees charged by DTC. The Purchaser will also be responsible for paying the fees of the California Debt and Investment Advisory Commission ("CDIAC") required by California law (California Government Code Section 8856). MATURITY: The Series 2016 Bonds shall mature on June 1 in each of the years, and in the amounts*, as follows: Year (June 1) Amount* Total $ ADJUSTMENT OF PRINCIPAL PAYMENTS: The principal amounts set forth in this Official Notice of Sale reflect certain estimates of the Commission with respect to the likely interest rates of the winning bid and the premium and underwriting discount contained in the winning bid. Potential bidders will be notified via the News Service not later than 2:00 p.m. (California time) on the business day prior to the date bids are to be received, of any change to the principal payment schedule for the Series 2016 Bonds to be utilized for the bidding process. The final maturity schedule will be designed so that the financing objectives of the Commission will be met, including the refunding in full of the 2009 Series A Bonds and the [re]financing of the termination payment relating to the Deutsche Bank Swap. The Commission reserves the right to increase or decrease the aggregate principal amount of the Series 2016 Bonds as necessary for the Commission to achieve its refunding objectives, following the submission of the bids. Each principal payment is subject to increase or decrease in $5,000 increments. The Purchaser may not withdraw its bid or change its interest rates bid as a result of any changes made to the principal amounts. Subsequent to the adjustment of principal payments, the dollar amount of the purchase price will be changed so that the net compensation to the Purchaser (expressed as a percentage of the aggregate principal amount of Series 2016 Bonds) does not increase or decrease from what it would have been if no adjustment had been made to the principal amounts, taking into consideration the reoffering yields for the different maturities. * Preliminary, subject to change. 3 OHSUSA:765554166.2 SERIAL BONDS AND/OR TERM BONDS: Bidders may provide that all the Series 2016 Bonds be executed and delivered as Serial Bonds or may provide that any one or more consecutive annual principal amounts be combined into one or more Term Bonds. REOFFERING PRICE CERTIFICATE: Immediately upon notification that it has submitted the winning bid, the Purchaser shall provide the initial offering prices at which it has offered or reasonably expects to offer all of the Series 2016 Bonds of each maturity to the general public (excluding bond houses, brokers or similar persons acting in the capacity of underwriters or wholesalers) in a bona fide public offering. Prior to delivery of the Series 2016 Bonds, the Purchaser shall be required to provide to the Commission a reoffering price certification in form and substance similar to the certificate attached as Appendix A to the Official Bid Form. In addition, based on reasonable request of Orrick, Herrington & Sutcliffe LLP, bond counsel to the Commission, the Purchaser will provide information regarding its sales of the Series 2016 Bonds. For purposes of this paragraph, sales of the Series 2016 Bonds to other securities brokers or dealers will not be considered sales to the general public. REDEMPTION*: The Series 2016 Bonds maturing on or before June 1, 20_ are not subject to redemption prior to their respective stated maturities. The Series 2016 Bonds maturing on or after June 1, 20_ are subject to redemption prior to their respective stated maturities, at the option of the Commission, from any source of available funds, as a whole or in part, on any date on or after June 1, 20_, at the principal amount of the Series 2016 Bonds called for redemption plus accrued interest thereon to the date fixed for redemption, without premium. PURPOSE: The Series 2016 Bonds are to be issued to (i) refund all of the outstanding Series 2009A Bonds, (ii) refund $[ ] principal amount of the Commission's Outstanding Notes, [including the refinancing of] a termination payment in connection with the termination in full of the Deutsche Bank Swap, and (iii) pay costs of issuance of the Series 2016 Bonds. SECURITY: The Series 2016 Bonds are payable from, and are secured by a pledge of, Revenues, including Sales Tax Revenues, as further defined in the Preliminary Official Statement. TAX-EXEMPT STATUS: In the opinion of Orrick, Herrington & Sutcliffe LLP, bond counsel to the Commission ("Bond Counsel"), based upon an analysis of existing laws, regulations, rulings and court decisions and assuming, among other matters, the accuracy of certain representations and compliance with certain covenants, interest on the Series 2016 Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 and is exempt from State of California personal income taxes. See "TAX MATTERS" in the Preliminary Official Statement. In the event that prior to the issuance of the Series 2016 Bonds (a) the income received by private owners of bonds of the same type and character as the Series 2016 Bonds shall be declared to be includable in gross income (either at the time of such declaration or at any future date) for purposes of federal * Preliminary, subject to change. 4 OHSUSA:765554166.2 income tax laws, either by the terms of such laws or by ruling of a federal income tax authority or official which is followed by the Internal Revenue Service, or by decision of any federal court, or (b) any federal income tax law is adopted that will have a substantial adverse tax effect upon owners of the Series 2016 Bonds as such, the Purchaser may, at its option, prior to the tender of said Series 2016 Bonds, be relieved of its obligation under the contract to purchase the Series 2016 Bonds, and in such case the deposit accompanying its bid will be returned. LEGAL OPINIONS: The legal opinion of Bond Counsel, approving the validity of the Series 2016 Bonds will be furnished to the Purchaser without cost. In addition, the successful bidder or bidders will receive a disclosure opinion addressed to them regarding the Official Statement from Bond Counsel to the effect that no facts came to the attention of the attorneys rendering legal services in connection with the Official Statement that caused Bond Counsel to believe that the Official Statement as of its date (except for any CUSIP numbers, financial, accounting, statistical, economic, engineering, or demographic data or forecasts, numbers, charts, tables, graphs, estimates, projections, assumptions, or information about verification or relationships among the parties or expressions of opinion included or referred to therein, or any information about ratings, rating agencies, underwriting, swaps and swap providers and the information contained in Appendix A, Appendix B, Appendix D or Appendix E) contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. TERMS OF SALE BEST BID: Unless all bids with respect to the Series 2016 Bonds are rejected, as described below under "—RIGHT OF REJECTION," the Series 2016 Bonds will be awarded to the bidder offering to purchase the Series 2016 Bonds at the lowest true interest cost to the Commission. The true interest cost for each bid will be determined on the basis of the aggregate present value of each semiannual payment. The present value will be calculated to the expected delivery date of [October] _, 2016, and will be based on the bid amount (aggregate principal amount plus any premium). In the event two or more bids specify the same lowest true interest cost, then the selection for award of the Series 2016 Bonds will be made among such bidders by the Financial Advisor by lot. All interest will be computed on a 360-day year 30-day month basis from [October] _, 2016, the expected delivery date of the Series 2016 Bonds. The cost of preparing the Series 2016 Bonds will be borne by the Commission. RIGHT OF REJECTION: The Commission reserves the right, in its discretion, to reject any and all proposals and to waive any irregularity or informality in any proposals. The Commission retains absolute discretion to determine whether any bid is timely, complete or legible. The Commission takes no responsibility for informing any bidder prior to the time for receiving bids that its bid is incomplete, illegible or not received. PROMPT AWARD: The Commission will take action awarding the Series 2016 Bonds or rejecting all bids not later than thirty (30) hours after the expiration of the time herein prescribed for the receipt of proposals unless such time of award is waived by the Purchaser. Notice of the award will be given promptly to the Purchaser following preliminary verification of the yields and the sufficiency of amounts to be deposited in the escrow fund to refund the 2009 Series A Bonds and the termination payment relating to the Deutsche Bank Swap. 5 OHSUSA:765554166.2 QUALIFICATION FOR SALE; BLUE SKY: Compliance with Blue Sky laws shall be the sole responsibility of the Purchaser. The Purchaser will assume responsibility for taking any action necessary to qualify the Series 2016 Bonds for offer and sale in jurisdictions other than California, and for complying with the laws of all jurisdictions on resale of the Series 2016 Bonds. The Purchaser shall pay all fees and disbursements related to the qualification of the Series 2016 Bonds for sale under the securities or Blue Sky laws of various jurisdictions. The Commission will furnish such information and take such action not inconsistent with law as the Purchaser may request and the Commission shall deem necessary or appropriate to qualify the Series 2016 Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States of America as may be designated by the Purchaser; provided, however, that the Commission shall not execute a general or special consent to service of process or qualify to do business in connection with such qualification or determination in any jurisdiction. The Purchaser will not offer to sell, or solicit any offer to buy, the Series 2016 Bonds in any jurisdiction where it is unlawful for such Purchaser to make such offer, solicitation or sale, and the Purchaser shall comply with the Blue Sky and other securities laws and regulations of the states and jurisdictions in which the Purchaser sells the Series 2016 Bonds. DELIVERY AND PAYMENT: Delivery of the Series 2016 Bonds will be made to the Purchaser through DTC and is expected to occur on [October] _, 2016. Payment for the Series 2016 Bonds must be made in immediately available funds. Any expense of providing immediately available funds, whether by transfer of Federal Reserve Bank funds or otherwise, shall be borne by the Purchaser. RIGHT OF CANCELLATION: The Purchaser shall have the right, at its option, to cancel the contract of purchase if the Commission shall fail to issue the Series 2016 Bonds and tender the same for delivery within 60 days from the date of sale thereof, and in such event the Purchaser shall be entitled to the return of the deposit accompanying its bid. FORM OF BID: All bids must be for not less than all of the Series 2016 Bonds hereby offered for sale, plus such (net) premium as is specified in the bid. Bids shall specify a price of not less than the aggregate principal amount of the Series 2016 Bonds. Each bid must be delivered by electronic transmission as described below and be received by 8:00 a.m., California time, on [Tuesday, September 28], 2016 (subject to the limitations set forth in "WARNINGS REGARDING ELECTRONIC BIDS" immediately below). Each bid must be in accordance with the terms and conditions set forth in this Official Notice of Sale. Each bid must be accompanied by a Deposit (see "GOOD FAITH DEPOSIT" below). All bids shall be deemed to incorporate all of the terms of this Official Notice of Sale. ELECTRONIC BIDS: Solely as an accommodation to bidders, the Commission will receive bids delivered electronically through the following service (the "Bid Service" or "Parity"). 6 OHSUSA:765554166.2 �% iDeal BIDCOMP Competitive Bidding System and Parity Electronic Bid Submission System 395 Hudson Street New York, NY 10014 Phone: (212) 806-8304 Fax: (212) 989-9281 Internet address: http://www.tm3.com If any provision of this Official Notice of Sale conflicts with information provided by the Bid Service, this Official Notice of Sale shall control. Each bidder submitting an electronic bid agrees by doing so that it is solely responsible for all arrangements with (including any charges by) the Bid Service, that the Commission does not endorse or encourage the use of the Bid Service, and that the Bid Service is not acting as an agent of the Commission. Instructions for submitting electronic bids must be obtained from the Bid Service, and the Commission does not assume any responsibility for ensuring or verifying bidder compliance with the Bid Service's procedures. The Commission shall be entitled to assume that any bid received via the Bid Services has been made by a duly authorized agent of the bidder. If a bidder submits an electronic bid for the Series 2016 Bonds, such bidder thereby agrees to the following terms and conditions: (i) If any provision in this Official Notice of Sale with respect to the Series 2016 Bonds conflicts with information or terms provided or required by the Bid Service, this Official Notice of Sale, including any amendments issued through the News Service, shall control; (ii) each bidder shall be solely responsible for making necessary arrangements to access the Bid Service for purposes of submitting its bid in a timely manner and in compliance with the requirements of this Official Notice of Sale; (iii) the Commission shall not have any duty or obligation to provide or assure access to the Bid Service to any bidder, and the Commission shall not be responsible for proper operation of, or have any liability for, any delays, interruptions or damages caused by use of the Bid Service or any incomplete, inaccurate or untimely bid submitted by any bidder through the Bid Service; (iv) the Commission is using the Bid Service as a communication mechanism, and not as an agent of the Commission, to conduct the electronic bidding for the Series 2016 Bonds; (v) the Bid Service is acting as an independent contractor, and is not acting for or on behalf of the Commission; (vi) the Commission is not responsible for ensuring or verifying bidder compliance with any procedures established by the Bid Service; (vii) the Commission may regard the electronic transmission of a bid through the Bid Service (including information regarding the purchase price for the Series 2016 Bonds and interest rates for any maturity of the Series 2016 Bonds) as though the information were submitted on the Official Bid Form and executed on the bidder's behalf by a duly authorized signatory; (viii) if the bidder's bid is accepted by the Commission, the Official Bid Form, this Official Notice of Sale and the information that is transmitted electronically through the Bid Service shall form a contract, and the bidder shall be bound by the terms of such contract; and (ix) information provided by the Bid Service to bidders shall form no part of any bid or any contract between the Purchaser and the Commission unless that information is included in this Official Notice of Sale provided by the Commission. WARNINGS REGARDING ELECTRONIC BIDS: THE COMMISSION WILL ACCEPT BIDS IN ELECTRONIC FORM SOLELY THROUGH PARITY ON THE OFFICIAL 7 OHSUSA:765554166.2 BID FORM CREATED FOR SUCH PURPOSE. EACH BIDDER SUBMITTING AN ELECTRONIC BID UNDERSTANDS AND AGREES BY DOING SO THAT IT IS SOLELY RESPONSIBLE FOR ALL ARRANGEMENTS WITH PARITY, THAT PARITY IS NOT ACTING AS AN AGENT OF THE COMMISSION. INSTRUCTIONS AND FORMS FOR SUBMITTING ELECTRONIC BIDS MUST BE OBTAINED FROM PARITY, AND THE COMMISSION ASSUMES NO RESPONSIBILITY FOR ENSURING OR VERIFYING BIDDER COMPLIANCE WITH THE PROCEDURES OF PARITY. THE COMMISSION SHALL ASSUME THAT ANY BID RECEIVED THROUGH PARITY HAS BEEN MADE BY A DULY AUTHORIZED AGENT OF THE BIDDER. THE COMMISSION, THE FINANCIAL ADVISOR AND BOND COUNSEL ASSUME NO RESPONSIBILITY FOR ANY ERROR CONTAINED IN ANY BID SUBMITTED ELECTRONICALLY, OR FOR FAILURE OF ANY BID TO BE TRANSMITTED, RECEIVED OR OPENED AT THE OFFICIAL TIME FOR RECEIPT OF BIDS. THE OFFICIAL TIME FOR RECEIPT OF BIDS WILL BE DETERMINED BY THE COMMISSION AT THE PLACE OF BID OPENING AND THE COMMISSION SHALL NOT BE REQUIRED TO ACCEPT THE TIME KEPT BY PARITY AS THE OFFICIAL TIME. THE COMMISSION ASSUMES NO RESPONSIBILITY FOR INFORMING ANY BIDDER PRIOR TO THE DEADLINE FOR RECEIVING BIDS THAT ITS BID IS INCOMPLETE OR NOT RECEIVED. IN THE EVENT OF A MALFUNCTION IN THE ELECTRONIC BIDDING PROCESS, BIDDERS SHOULD SUBMIT THEIR BIDS ON THE OFFICIAL BID FORM ATTACHED HERETO BY FAX TO: (949) 474-8773, ATTENTION: DAN WILES. GOOD FAITH DEPOSIT: A Good Faith Deposit ("Deposit") in the form of a certified or cashier's check or a wire transfer in the amount of $[500,000], payable to the order of the Commission, will be due immediately from the bidder as a guarantee that the bidder will accept and pay for the Series 2016 Bonds in accordance with the terms of the bid. The Deposit must be made by the successful bidder by 3:30 p.m. on the day following the notification of the award. If a check is used, it must be delivered no later than the time for submission of an electronic bid to the Commission's offices, 4080 Lemon Street, 3rd Floor, Riverside, California 92501, Attention: Chief Financial Officer, and be drawn on a bank or trust company having an office in San Francisco or Los Angeles, California. If the Deposit is made by wire transfer, such wire transfer must be in immediately available funds and to the account at the wire address specified by the Commission to the Purchaser. The Deposit will be applied to the purchase price of the Series 2016 Bonds. If after the award of the Series 2016 Bonds the Purchaser fails to complete its purchase on the terms stated in its proposal, the Deposit will be retained by the Commission. The certified or cashier's check accompanying an unaccepted proposal will be returned promptly. No interest on the Deposit will accrue to any bidder. STATEMENT OF TRUE INTEREST COST; REOFFERING YIELDS: Each bidder is requested, but not required, to state in his bid the percentage true interest cost to the Commission, which shall be considered as informative only and not binding on either the bidder or the Commission. The accepted bidder shall submit a Reoffering Price Certificate in the form attached as Appendix A to the Official Bid Form, all as described under "REOFFERING PRICE CERTIFICATE" herein. 8 OHSUSA:765554166.2 NO LITIGATION: There is no litigation pending concerning the validity of the Series 2016 Bonds, the existence of the Commission or the entitlement of the officers thereof to their respective offices, and the Commission will furnish to the Purchaser a no -litigation certificate certifying to the foregoing as of and at the time of the delivery of the Series 2016 Bonds. CUSIP NUMBERS: It is anticipated that CUSIP numbers will be printed on the Series 2016 Bonds, but neither failure to print such numbers on any Series 2016 Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Purchaser to accept delivery of and pay for the Series 2016 Bonds in accordance with the terms of this Official Notice of Sale. All expenses in relation to the printing of CUSIP numbers on the Series 2016 Bonds shall be paid for by the Commission; provided, however, that the CUSIP Service Bureau charge for the assignment of said numbers shall be the responsibility of and shall be paid for by the Purchaser. CALIFORNIA DEBT AND INVESTMENT ADVISORY COMMISSION FEE: Attention of bidders is directed to California Government Code Section 8856, which provides that the lead underwriter or the Purchaser of the Series 2016 Bonds will be charged the California Debt and Investment Advisory Commission fee. OFFICIAL STATEMENT: A Preliminary Official Statement has been prepared, copies of which may be obtained upon request made to the Financial Advisor. The Preliminary Official Statement shall be "deemed final" by the Commission prior to the sale date for purposes of Securities Exchange Commission Rule 15c2-12(b)(1), but is subject to revision, amendment and completion in a final Official Statement. A copy of the certificate executed by the Commission indicating that the Preliminary Official Statement has been deemed final as of its date will be provided to potential bidders upon request to the Financial Advisor. The Chief Financial Officer of the Commission or her designee has reviewed and will further review the Official Statement and will certify that as of the date of the final Official Statement, to the best of such officer's knowledge and belief, the Official Statement does not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. The Commission will deliver to the Purchaser a certificate of the Commission as to the above, dated the date of delivery of the Series 2016 Bonds, and further certifying that the signatory knows of no material adverse change in the condition or affairs of the Commission that would make it unreasonable for the Purchaser to rely upon the Official Statement in connection with the resale of the Series 2016 Bonds, and authorizing the Purchaser to distribute copies of the Official Statement in connection with the resale of the Series 2016 Bonds. The Commission will furnish to the Purchaser, at no expense to the Purchaser, an electronic copy of the Official Statement and, upon request, up to 50 printed copies of the Official Statement within seven (7) business days of the award date. Additional copies will be made available upon request, submitted to the Financial Advisor no later than twenty-four hours after the time of receipt of bids, at the Purchaser's expense, for use in connection with any resale of the Series 2016 Bonds. By making a bid for the Series 2016 Bonds, the Purchaser agrees (i) to disseminate to all members of the underwriting syndicate, if any, copies of the final Official Statement, including any supplements prepared by the Commission, (ii) to promptly file a copy of the final Official Statement, including any supplements prepared by the Commission, with the Municipal 9 OHSUSA:765554166.2 Securities Rulemaking Board ("MSRB"), and (iii) to take any and all other actions necessary to comply with applicable Securities and Exchange Commission and MSRB rules governing the offering, sale and delivery of the Series 2016 Bonds to the ultimate purchasers. CONTINUING DISCLOSURE: In order to assist bidders in complying with Securities Exchange Commission Rule 15c2-12(b)(5) (the "Rule"), the Commission will undertake, pursuant to a Continuing Disclosure Agreement, to provide certain annual financial information relating to the Commission and notices of the occurrence of certain events, if material. A description of this undertaking is set forth in the Preliminary Official Statement and will also be set forth in the Official Statement. The Commission has not failed within the last five years to comply with its undertakings under the Rule in any material respect. See "CONTINUING DISCLOSURE" in the Preliminary Official Statement. RIGHT TO MODIFY OR AMEND: The Commission reserves the right to modify or amend this Official Notice of Sale in any respect; provided, however, that any such modification or amendment shall be made not later than 2:00 p.m. (California time) on the day prior to the date bids are to be received and shall be communicated to potential bidders through the News Service. Failure of any bidder to receive notice of any modification shall not affect the sufficiency of any such notice. Dated: , 2016 /s/ Theresia Trevino Chief Financial Officer, Riverside County Transportation Commission 10 OHSUSA:765554166.2 OFFICIAL BID FORM [This bid form is provided solely for the convenience of bidders. Bidders may only submit a bid electronically through Parity. See "ELECTRONIC BIDS" in the Official Notice of Sale.] Riverside County Transportation Commission Sales Tax Revenue Refunding Bonds, (Limited Tax Bonds) 2016 Series A TO: RIVERSIDE COUNTY TRANSPORTATION BIDDING FIRM'S NAME: COMMISSION Ladies and Gentlemen: DATE: September , 2016 As provided in the Official Notice of Sale, dated September _, 2016 (the "Official Notice of Sale"), with regard to this financing, we offer to purchase all $ * aggregate principal amount of the Riverside County Transportation Commission Sales Tax Revenue Refunding Bonds (Limited Tax Bonds), 2016 Series A (the "Bonds"), more particularly described in Preliminary Official Statement, dated September _, 2016. We hereby pay $ which is not less than the aggregate principal amount of the Bonds with principal and interest to be payable in the amounts and at the interest rates set forth below. The Purchase Price equals the aggregate principal amount of the Bonds ($ *) [plus a premium of $ ]. Schedule of Maturity Dates, Principal Amounts**, and Interest Rates (Check One) Maturity Mandatory** Date Principal Serial** Sinking Fund Interest (June 1) Component Maturity Prepayment Rate Subject to adjustment as described under "ADJUSTMENT OF PRINCIPAL PAYMENTS." Place a check in the appropriate column indicating whether the principal component is a serial maturity or mandatory sinking fund prepayment. Circle the final maturity of each term Bond specified. OHSUSA:765554166.2 Our calculation of the true interest cost (determined as described in the section of the Official Notice of Sale entitled "Best Bid" ), which is considered to be informative only and not a part of the proposal, is as follows: The total amount of interest payable on the Bonds during the life of the issue under the attached bid is $ The amount of premium is $ . The true interest cost is %. Check One: There is enclosed herewith a (certified) (cashier's) check for $[500,000] payable to the order of the Riverside County Transportation Commission. We agree to provide a wire transfer by 3:30 p.m. on the day following the notification of the award, in the amount of $[500,000] in immediately available funds to the account at the wire address specified by the Commission to us. We agree that if we are the successful bidder for the Bonds we will provide the Commission with a Final Reoffering Price Certificate in the form attached as Exhibit A hereto. We hereby represent that as of the date of award and as of the date of delivery of the Bonds, all members of our account either participate in DTC or clear through or maintain a custodial relationship with an entity that participates in said depository. Following is a list of the members of our account Respectfully submitted, on whose behalf this bid is made. List of Members of Account: Firm: Account Manager By: Printed Name: Title: Address: Telephone No.: Fax No.: 2 OHSUSA:765554166.2 APPENDIX A TO BID FORM FORM OF REOFFERING PRICE CERTIFICATE* (the "Underwriter"), in connection with the purchase by it from the Riverside County Transportation Commission (the "Issuer") of its Sales Tax Revenue Refunding Bonds (Limited Tax Bonds), 2016 Series A, in the aggregate principal amount of $ (the "Bonds"), hereby certifies and represents the following, based upon the information available to it: 1. As of , 2016 (the "Sale Date"), the Underwriter (a) reasonably expected to make a bona fide offering of all of the Bonds at the prices set forth on the cover of the Official Statement (the "Initial Offering Prices") to the general public, and (b) reasonably expected that the respective Initial Offering Price applicable to each maturity would be the first price at which at least 10% of such maturity of the Bonds would be sold (excluding bond houses, brokers or other similar persons acting in the capacity of underwriters or wholesalers). At the time the Underwriter agreed to purchase the Bonds, based upon then prevailing market conditions, we had no reason to believe any of the Bonds would be initially sold to the general public at initial offering prices greater than (or, in the case of obligations sold on a yield basis, at initial yields lower than) the Initial Offering Prices. 2. The aggregate of the Initial Offering Prices is $ . The Initial Offering Prices represent fair market prices for the Bonds as of the Sale Date. 3. As of the date of execution of this Certificate, all of the Bonds have actually been offered to the general public in a bona fide public offering at the Initial Offering Prices and the first price at which at least 10% of each maturity of the Bonds has been sold to the general public (excluding such bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers) was the Initial Offering Prices [except for the maturity(ies)]. [4. With respect to the maturity(ies) of the Bonds listed in the immediately preceding section, such Bonds were continuously offered to the general public at the Initial Offering Price(s) for a period of _ hours after the Underwriter was awarded the Bonds (the "Initial Offering Period"), and the Underwriter made reasonable efforts to sell such Bonds to the general public at the Initial Offering Price(s) throughout the Initial Offering Period. During the Initial Offering Period such Bonds were not offered to bond houses, brokers, or similar persons acting in the capacity of underwriters or wholesalers. Market conditions during the Initial Offering Period prevented a substantial amount of such Bonds from being sold at or above the Initial Offering Price(s).] Dated: , 2016 [Name of Purchaser] Name: Title: * To be delivered by the successful bidder as described under "REOFFERING PRICE CERTIFICATE" in the Official Notice of Sale. OHSUSA:765554166.2 ATTACHMENT 6 Agreement No. 17-19-006-00 September 14, 2016 Ms. Anne Mayer Executive Director Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor P.O. Box 12008 Riverside, CA 92502 Re: Engagement of Riverside Risk Advisors' Professional Services Dear Theresia, We are pleased to set forth this engagement letter (the "Agreement") as an agreement for Riverside Risk Advisors, LLC ("Riverside") to serve as a derivatives financial advisor to Riverside County Transportation Commission ("RCTC", or the "Client"). Riverside agrees to assist the Client with various professional advisory services related to the termination of a swap with Deutsche Bank ("DB"), based on DB's most recent downgrade by Moody's (the "Swap Transaction(s)"), as described in Section 1 below. This assistance notwithstanding, Riverside recommends that Client retain its own accounting, legal and tax advisors in connection with the Swap Transaction(s) referred to in this Agreement. For the avoidance of doubt, Riverside is not an accounting firm or a law firm and does not provide accounting, tax or legal advice. TERMS OF ENGAGEMENT Riverside will begin performing services under this Agreement upon receipt of a signed copy of the Agreement. Riverside's obligation to perform Services shall have a term of six (6) months (the "Term"), unless (a) terminated by one of the parties hereto, subject to a thirty day written notice requirement (a "Termination"), (b) extended by mutual written consent of the parties, or (c) upon the completion by Riverside of the Services described in Section 1 herein. 1 Agreement No. 17-19-006-00 1. Services A. Upon request by the Client, Riverside will provide the following advisory services with respect to the Swap Transaction(s): • Provide market feedback to Client on proposed execution spreads and validate relevant discount curves given market conditions when the hedges are terminated; • Provide transparency to Client in advance of and at the time of execution: o Mid -market swap rates and unwind values, forward curves, mark -to -market values; • Dealer coordination and evaluation: o Provide market based feedback on efficient termination processes and perform dry -run exercises to confirm that Deutsche Bank understands and adheres to the process; o Review dealer termination quotations in the context of market standards and in light of any negotiating leverage RCTC may have; o Review and confirm the economic details of the hedge term sheets and termination confirmations; B. Riverside shall perform all services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline, and consistent with all applicable state and federal laws, rules and regulations in any manner affecting the performance of this Agreement or the services to be provided hereunder. 2. Compensation In consideration of Riverside providing the financial advisory services described in Section 1 above, the Client agrees to pay to Riverside the following: a. "Base Fee" of $10,000 b. "Performance Fee": at Client's sole discretion, Client may elect to pay Riverside a Performance Fee equivalent to the present value of one basis point ("PV01", as defined herein) of the notional amount that is executed in connection with the Swap Transaction(s), less the Base Fee. The Performance Fee is payable, if at all, based on the reasonable satisfaction of Client taking into account the overall quality of Riverside's advice and assistance with the structuring, documentation, negotiation and execution of the Swap Transaction(s). The Base Fee, the Performance Fee shall be payable in USD within ten (10) days of closing the Swap Transaction(s). 2 Agreement No. 17-19-006-00 The PV01, with respect to any Swap Transaction(s), is the U.S. dollar present value of one basis point calculated on the Swap Transaction(s), taking into account its notional amount and maturity date, valued at the mid -point swap curve at the time of execution, as determined by Riverside, in a commercially -reasonable manner 3. Expenses Client will reimburse Riverside within ten (10) days of providing an invoice, for all reasonable travel, legal, tax or accounting advice and other out-of-pocket expenses incurred in performing the services hereunder. Client will not reimburse Riverside for out-of-pocket expenses in excess of $1,000 without Client first having granted its prior written approval, provided such approval will not be unreasonably withheld. 4. Limitation on Liability Notwithstanding any provision in this Agreement, the total liability, in the aggregate, of Riverside and Riverside's directors, officers, agents, employees, contractors, and any individual(s) who may be deemed to control Riverside, to Client and anyone claiming by or through Client, for any and all claims, losses, costs or actual damages, including attorney's fees and costs of any nature whatsoever or claims and expenses resulting from or in any way related to the Swap Transaction(s) or the Agreement from any cause or causes shall not exceed two times the Financial Advisory Fee. It is intended that this limitation apply to any and all liability or cause of action however alleged or arising, unless otherwise prohibited by law. For the avoidance of doubt, Riverside and Riverside's directors, officers, agents, employees, contractors and any individual(s) who may be deemed to control Riverside shall not be liable for any consequential damages that may be raised by or through Client. 5. Additional Work If Riverside is asked or compelled by a court, tribunal, arbitration panel, or other governmental or regulatory authority, to perform work in any capacity which arises out of or relates to the subject matter of Riverside's engagement hereunder (whether in connection with any audit, action, legal proceeding or investigation of Client or Swap Transaction(s)) ("Additional Work"), Client will pay Riverside, subject to a properly submitted invoice, fees based on Riverside's standard hourly rates (as applicable to engagements in which Riverside receives hourly fees), and will also reimburse Riverside for all reasonable expenses, including reasonable counsel fees and any and all other expenses incurred by Riverside, by reason of having been involved in any such activity. The foregoing rights are in furtherance of and in addition to, and not as substitution for, the obligations of indemnification provided for herein. Notwithstanding the foregoing, if the Additional Work is required as a result of any gross negligence, omission or willful misconduct of Riverside, then in such case, Riverside shall perform the Additional Work, including all expenses, at no cost to Client. 6. Disclosure Riverside's clients may include a broad range of dealer and end -user participants in the derivatives market including, but not limited to, corporations, banks, broker -dealers, hedge 3 Agreement No. 17-19-006-00 funds, municipalities, government agencies, institutional investors and individuals. While Riverside will never represent parties with divergent interests in the same transaction or matter, Riverside may have in the past, or may now or in the future, perform work for or solicit or enter into business relationships ("Other Work") with parties who have interests divergent to yours, provided such Other Work is unrelated to the subject matter of this Agreement. 7. Reliance and Cooperation Acknowledgement In connection with Riverside's activities pursuant to this Agreement, Client will cooperate with Riverside and will, to the extent possible, furnish Riverside with all material information and data concerning the Swap Transaction(s) that Riverside reasonably requests. Client acknowledges and agrees that, in rendering its services hereunder, Riverside will be using and relying on information and data provided by Client or information and data available from public sources and other sources deemed reliable by Riverside without independent verification thereof by Riverside or independent appraisal by Riverside. Riverside does not assume responsibility for the accuracy or completeness of any of information or data provided by Client, public sources or other sources deemed reliable by Riverside. 8. Confidentiality Client shall keep confidential non-public information which it receives from Riverside (including, without limitation, opinions and advice) and to disclose that information only with the consent of Riverside during the Term; provided, that Client may disclose the fact that it has retained Riverside as an advisor, and as required by regulation, law or legal process including, but not limited to, the California Public Records Act. Riverside shall keep confidential all non-public proprietary financial information which it receives from Client, other than as required to perform Riverside's services under this Agreement or as required by regulation, law or legal process, and responsibility to keep such information confidential shall be for the Term. Riverside may disclose confidential non-public information concerning Client only with the consent of Client. Client agrees that Riverside may use Client's name as reference in marketing materials or website describing its services hereunder. 9. Termination Termination of this Agreement shall not affect the rights of the parties under the Compensation, Expenses, Indemnification, Additional Work and Confidentiality sections of this Agreement. 10. Miscellaneous Client acknowledges the following: 4 Agreement No. 17-19-006-00 a. Neither Client nor Riverside may assign this Agreement without express written consent of the other party to this Agreement. b. The Agreement shall be governed by the laws of the State of California (without reference to choice of law doctrine). c. Riverside shall comply with the insurance requirements described in Attachment A, attached hereto and incorporated herein by reference. d. Riverside does not make any warranties or guarantees as to the future value of any Swap Transaction(s). e. Riverside does not have authority or discretionary control with respect to any Client funds or accounts. f Riverside does not perform services as an actuary, actuarial consultant, investment advisor, investment banker, securities broker/dealer, attorney or law firm, or certified public accountant. g. Riverside has not reviewed, commented or otherwise advised on the prudence or appropriateness of terminating the Swap Transaction(s). 11. Amendment or Modification of Agreement No amendment, modifications, early termination, extension of term or waiver of any provision of this Agreement shall be effective unless the same shall be in writing and signed by the parties to this Agreement. Please confirm that the foregoing is in accordance with your understanding of this Agreement by signing and returning to us a copy of this letter. SIGNATURE PAGE BELOW 5 Agreement No. 17-19-006-00 Sincerely, By: Joyce Frost Title: Partner Date: September 14, 2016 Riverside Risk Advisors LLC ACCEPTED AND AGREED FOR AND ON BEHALF OF THE CLIENT: By: Anne Mayer Title: Executive Director Date: Riverside County Transportation Commission 6 Agreement No. 17-19-006-00 Attachment "A" Insurance Requirements [attached behind this page] Agreement No. 17-19-006-00 Risk Advisors' Professional Services Insurance Requirements As used herein, the Riverside County Transportation Commission is referred to as "Commission", and Riverside Risk Advisors is referred to as "Consultant". Insurance. 1.1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the Commission that it has secured all insurance required under this section, in a form and with insurance companies acceptable to the Commission. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. 1.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001 or exact equivalent); and (2) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of New York and Employer's Liability Insurance. (B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; and (2) if Consultant has an employees, Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of New York. Employer's Practices Liability limits of $1,000,000 per accident. 1.3 Reserved 1.4 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the Commission to add the following provisions to the insurance policies: (A) General Liability. 8 Agreement No. 17-19-006-00 (i) Commercial General Liability Insurance must include coverage for (1) bodily Injury and property damage; (2) personal Injury/advertising Injury; (3) premises/operations liability; (4) products/completed operations liability; (5) aggregate limits that apply per Project; (6) explosion, collapse and underground (UCX) exclusion deleted; (7) contractual liability with respect to this Agreement; (8) broad form property damage; and (9) independent consultants coverage. (ii) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; or (3) contain any other exclusion contrary to this Agreement. (iii) The policy shall give the Commission, its directors, officials, officers, employees, and agents insured status using ISO endorsement forms 20 10 10 O1 and 20 37 10 01, or endorsements providing the exact same coverage. (iv) The additional insured coverage under the policy shall be "primary and non-contributory" and will not seek contribution from the Commission's insurance or self-insurance and shall be at least as broad as CG 20 01 04 13, or endorsements providing the exact same coverage. (B) Workers' Compensation and Employers Liability Coverage. (i) Consultant certifies that he/she is aware of the provisions of Section XXXX of the New York Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (ii) The insurer shall agree to waive all rights of subrogation against the Commission, its directors, officials, officers, employees and agents for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. (D) All Coverages. (i) limits set forth hereunder. Defense costs shall be payable in addition to the (ii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits set forth herein shall be available to the Commission, its directors, officials, officers, employees and agents as additional insureds under said policies. Furthermore, the requirements for coverage and limits 9 Agreement No. 17-19-006-00 shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. (iii) The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the Commission (if agreed to in a written contract or agreement) before the Commission's own insurance or self-insurance shall be called upon to protect it as a named insured. The umbrella/excess policy shall be provided on a "following form" basis with coverage at least as broad as provided on the underlying policy(ies). (iv) Consultant shall provide the Commission at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the Commission at least ten (10) days prior to the effective date of cancellation or expiration. (v) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims -made policy with a retroactive date subsequent to the effective date of this Agreement. (vi) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the Commission, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification. (vii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, Commission has the right but not the duty to obtain the insurance it deems necessary and any premium paid by Commission will be promptly reimbursed by Consultant or Commission will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, Commission may cancel this Agreement. The Commission may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (viii) Neither the Commission nor any of its directors, officials, officers, employees or agents shall be personally responsible for any liability arising under or by virtue of this Agreement. 10 Agreement No. 17-19-006-00 Each insurance policy required by this Agreement shall be endorsed to state that: 1.5 Deductibles and Self -Insurance Retentions. Any deductibles or self -insured retentions must be declared to and approved by the Commission. If the Commission does not approve the deductibles or self -insured retentions as presented, Consultant shall guarantee that, at the option of the Commission, either: (1) the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects the Commission, its directors, officials, officers, employees and agents; or, (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 1.6 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in New York, and satisfactory to the Commission. 1.7 Verification of Coverage. Consultant shall furnish Commission with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the Commission. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements must be received and approved by the Commission before work commences. The Commission reserves the right to require complete, certified copies of all required insurance policies, at any time. 11 ATTACHMENT 7 Agreement No. 04-19-029-10 AMENDMENT NO. 10 TO AGREEMENT FOR FINANCIAL ADVISORY SERVICES 1. PARTIES AND DATE This Amendment No. 10 to the Agreement for Financial Advisory Services is made and entered into as of this 14th day of September 2016 by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("Commission") and FIELDMAN, ROLAPP & ASSOCIATES ("Consultant"). 2. RECITALS 2.1 The Commission and the Consultant have entered into an Agreement No. 04-19-029-00 dated March 2, 2004 for the purpose of providing financial advisory services (the "Master Agreement"). 2.2 The Commission and the Consultant have entered into an Amendment No. 1 to the Master Agreement, dated August 1, 2006, for the purpose of extending the term through December 31, 2009 and to update Consultant's fee schedule so that Consultant may continue to perform financial advisory tasks, including financings under the 2009 Measure A. 2.3 The Commission and the Consultant have entered into an Amendment No. 2 to the Master Agreement, dated January 1, 2010, for the purpose of extending the term through June 30, 2010 and to update the Consultant's fee schedule to reflect a 5% reduction in fees so that Consultant may continue to perform financial advisory tasks, including financings related to the 2009 Measure A program. 2.4 The Commission and the Consultant have entered into an Amendment No. 3 to the Master Agreement, dated June 15, 2010, for the purpose of extending the term through June 30, 2011 and to provide additional compensation for the continued performance of financial advisory tasks, including planning for toll financing activities, 2010 bond issuance, and potential increase in the Measure A debt limit. 2.5 The Commission and the Consultant have entered into an Amendment No. 4 to the Master Agreement, dated June 15, 2011, for the purpose of extending the term through June 30, 2012, and to provide additional compensation for the continued performance of financial advisory tasks related to the 2009 sales tax revenue bonds, the standby letter of credit for the commercial paper program, and the planning of the toll financing activities related to the SR-91 CIP. RVPUB\HSHANE\714371.1 1 2.6 The Commission and the Consultant have entered into an Amendment No. 5 to the Master Agreement, dated July 1, 2012, for the purpose of extending the term through June 30, 2013, and to provide additional compensation for the continued performance of financial advisory tasks, including but not limited to the financing activities related to the issuance of sales tax revenue bonds and toll revenue bonds and the Transportation Infrastructure Finance and Innovation Act (TIFIA) loan for the SR-91 CIP. 2.7 The Commission and the Consultant have entered into an Amendment No. 6 to the Master Agreement, dated July 1, 2013, for the purpose of extend the term and to provide additional compensation for the continued performance of financial advisory services, including but not limited to the post -financing reporting activities related to the issuance of sales tax revenue bonds and toll revenue bonds and the TIFIA loan for the SR-91 CIP; the extension, substitution, or termination of the Commission's liquidity facilities for the 2009 variable rate sales tax revenue bonds and commercial paper program; and potential financing transactions. 2.8 The Commission and the Consultant have entered into an Amendment No. 7 to the Master Agreement, dated July 1, 2014, for the purpose of extend the term and to provide additional compensation for the continued of financial advisory services, including but not limited to, providing additional support related to the annual update of the financial model and Annual Financial Plan, implementation matters related to the SR-91 CIP financing, the 2009 variable rate sales tax revenue bonds and the commercial paper program liquidity facilities expired in September and October 2014. 2.9 The Commission and the Consultant have entered into an Amendment No. 8 to the Master Agreement, dated July 1, 2015, for the purpose of extend the term and to provide additional compensation for the continued of financial advisory services including but not limited to, providing additional support related to the annual update of the financial model and Annual Financial Plan, implementation matters related to the SR-91 CIP financing and financing activities related to the 1-15 Express Lanes Project. 2.10 The Commission and the Consultant have entered into an Amendment No. 9 to the Master Agreement, dated July 1, 2016 in order to extend the term and to provide additional compensation for the continued performance of financial advisory services, including but not limited to, providing additional support related to the annual update of the financial model and Annual Financial Plan, implementation matters related to the SR-91 CIP financing and financing activities related to the 1-15 Express Lanes Project. RVPUB\HSHANE\714371.1 2 2.11 The parties now desire to amend the Master Agreement in order to extend the term and to provide additional compensation for the continued performance of financial advisory services, including but not limited to, providing additional support related to the termination of the Deutsche Bank swap and issuance of refunding bonds for the 2009 Series A Bonds. 3. TERMS 3.1 The Services described in the Amendment shall be performed expeditiously, within the term of the Master Agreement. 3.2 Compensation under this Amendment shall be provided in the manner set forth in the Master Agreement. The maximum compensation for Services, as that term is defined in the Master Agreement, performed pursuant to this Amendment No. 10 shall not exceed Seventy Thousand Dollars ($70,000), without written approval of the Commission's Executive Director. 3.3 Except as amended by this Amendment No. 10, all provisions of the Master Agreement, as amended by Amendments No. 1 through 9, 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] RVPUB\HSHANE\714371.1 3 SIGNATURE PAGE TO AGREEMENT NO. 04-19-029-10 IN WITNESS WHEREOF, the parties hereto have executed the Agreement on the date first herein above written. RIVERSIDE COUNTY FIELDMAN, ROLAPP & TRANSPORTATION COMMISSION ASSOCIATES By: By: Anne Mayer, Executive Director Signature Name Title APPROVED AS TO FORM: Attest: By: By: Best Best & Krieger LLP Counsel to the Riverside County Transportation Commission Its: Secretary * A corporation requires the signatures of two corporate officers. One signature shall be that of the chairman of board, the president or any vice president and the second signature (on the attest line) shall be that of the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation. If the above persons are not the intended signators, evidence of signature authority shall be provided to the Commission. RV PUB\HSHANE\714371.1 4 ATTACHMENT 8 Agreement No. 05-19-510-11 AMENDMENT NO. 11 TO THIS AGREEMENT FOR BOND COUNSEL SERVICES 1. PARTIES AND DATE This Amendment No. 11 to the Agreement for Bond Counsel Services is made and entered into as of this 141h day of September 2016, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("Commission") and ORRICK, HERRINGTON & SUTCLIFFE LLP ("Consultant"), a limited liability partnership. 2. RECITALS 2.1 The Commission and the Consultant have entered into an agreement No. 05-19-510 dated April 5, 2005 for the purpose of providing bond counsel services (the "Master Agreement"). 2.2 The Commission and the Consultant have entered into an Amendment No. 1 to the Master Agreement, dated November 14, 2006, for the purpose of bond counsel tasks related to an interest rate swap transaction in connection with the Commission's commercial paper notes under the 2009 Measure A, including a maximum of two (2) counterparty agreements. 2.3 The Commission and the Consultant have entered into an Amendment No. 2 to the Master Agreement, dated December 19, 2008, for the purpose of bond counsel services related to the termination of the Lehman Brothers Derivative Products (LBDP) interest rate swap, the review of documentation relating to the execution of a replacement swap, and commercial paper issues resulting from the bankruptcy filing of Lehman Brothers Holdings (LBH). 2.4 The Commission and the Consultant have entered into an Amendment No. 3 to the Master Agreement, dated January 1, 2010 for the purpose of extending the term, and providing additional compensation for bond counsel services related to extension of the direct draw letter of credit related to the 2005 Commercial Paper Program and bond counsel services related to the 2009 Measure A debt limit. 2.5 The Commission and the Consultant have entered into an Amendment No. 4 to the Master Agreement, dated June 15, 2010 for the purpose of extending the term and providing additional compensation for bond counsel services. RV PUB\HSHANE\714371.1 1 2.6 The Commission and the Consultant have entered into an Amendment No. 5 to the Master Agreement, dated June 15, 2011 for the purpose of extending the term and providing additional compensation for bond counsel services. 2.7 The Commission and the Consultant have entered into an Amendment No. 6 to the Master Agreement, dated July 1, 2012 for the purpose of extending the term and providing additional compensation for bond counsel services. 2.8 The Commission and the Consultant have entered into an Amendment No. 7 to the Master Agreement, dated June 30, 2013 for the purpose of extending the term and providing additional compensation for bond counsel services. 2.9 The Commission and the Consultant have entered into an Amendment No. 8 to the Master Agreement, dated July 30, 2014 for the purpose of extending the term and providing additional compensation for bond counsel services. 2.10 The Commission and the Consultant have entered into an Amendment No. 9 to the Master Agreement, dated July 30, 2015 for the purpose of extending the term and providing additional compensation for bond counsel services. 2.11 The Commission and the Consultant have entered into an Amendment No. 10 to the Master Agreement, dated June 30, 2016 for the purpose of extending the term and providing additional compensation for bond counsel services. 2.12 The parties now desire to amend the Master Agreement in order to provide additional compensation for bond counsel services related to the termination of the Deutsche Bank swap and issuance of refunding bonds for the 2009 Bonds Series A. 3. TERMS 3.1 The Services described in the Amendment shall be performed expeditiously, within the terms of the Master Agreement. 3.2 The maximum compensation for Services performed pursuant to this Amendment shall be One Hundred Fifteen Thousand Dollars ($115,000). Work shall be performed at the rates set forth in the Master Agreement. RV PUB\HSHANE\714371.1 2 3.3 Except as amended by this Amendment No. 11, all provisions of the Master Agreement and all previous Amendments, 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. RV PUB\HSHANE\714371.1 [Signatures on following page] 3 SIGNATURE PAGE TO AGREEMENT NO. 05-19-510-11 IN WITNESS WHEREOF, the parties hereto have executed the Agreement on the date first herein above written. RIVERSIDE COUNTY ORRICK, HERRINGTON & TRANSPORTATION COMMISSION SUTCLIFFE LLP By: By: Anne Mayer, Executive Director Signature Chair Name Title APPROVED AS TO FORM: Attest: By: By: Best Best & Krieger LLP Counsel to the Riverside County Transportation Commission Its: Secretary *A corporation requires the signatures of two corporate officers. One signature shall be that of the chairman of board, the president or any vice president and the second signature (on the attest line) shall be that of the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation. If the above persons are not the intended signators, evidence of signature authority shall be provided to the Commission. RV PUB\HSHANE\714371.1 4 ATTACHMENT 9 Agreement No. 09-19-072-10 AMENDMENT NO. 10 TO THIS AGREEMENT FOR DISCLOSURE COUNSEL SERVICES 1. PARTIES AND DATE This Amendment No. 10 to the Agreement for Disclosure Counsel Services is made and entered into as of this 14th day of September 2016, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("Commission") and FULBRIGHT & JAWORSKI LLP ("Consultant"). 2. RECITALS 2.1 The Commission and Fulbright & Jaworski LLP have entered into an agreement dated July 8, 2009 for the purpose of providing disclosure counsel services (the "Master Agreement"). 2.2 The Commission and Fulbright & Jaworski LLP have entered into an Amendment No.1 to the Master Agreement, dated March 30, 2010, for the purpose of providing disclosure counsel services related to extension of the direct draw letter of credit related to the 2005 Commercial Paper Program. 2.3 The Commission and Fulbright & Jaworski LLP have entered into an Amendment No.2 to the Master Agreement, dated October 13, 2010, for the purpose of providing disclosure counsel services related to the issuance of Series 2010 sales tax revenue bonds. 2.4 The Commission and Fulbright & Jaworski LLP have entered into an Amendment No.3 to the Master Agreement, dated July 13, 2011, for the purpose of revising the Scope of Services and providing additional compensation in order to provide disclosure counsel services related to the renewal and extension of the standby bond purchase agreements related to the Series 2009 sales tax revenue bonds. 2.5 The Commission and Fulbright & Jaworski LLP have entered into an Amendment No. 4 to the Master Agreement, dated January 1, 2012, for the purpose of revising the Scope of Services and providing additional compensation in order to provide disclosure counsel services related to the substitution of the letter of credit for the 2005 Commercial Paper Program. RV PUB\HSHANE\714371.1 1 2.6 The Commission and Fulbright & Jaworski LLP have entered into an Amendment No.5 to the Master Agreement, dated July 1, 2012, for the purpose of revising the Scope of Services and providing additional compensation in order to provide disclosure counsel services related to financing of the 91 Corridor Improvement Project ("Project"). 2.7 The Commission and Fulbright & Jaworski LLP have entered into an Amendment No.6 to the Master Agreement, dated July 1, 2013, for the purpose of providing additional compensation and extending the term. 2.8 The Commission and Fulbright & Jaworski LLP have entered into an Amendment No. 7 to the Master Agreement, dated July 1, 2014, for the purpose of providing additional compensation and extending the term. 2.9 The Commission and Fulbright & Jaworski LLP have entered into an Amendment No. 8 to the Master Agreement, dated July 1, 2015, for the purpose of providing additional compensation and extending the term. 2.10 The Commission and Fulbright & Jaworski LLP have entered into an Amendment No. 9 to the Master Agreement, dated July 1, 2016, for the purpose of providing additional compensation and extending the term. 2.11 The parties now desire to amend the Master Agreement in order to provide additional compensation for disclosure counsel services related to the termination of the Deutsche Bank swap and issuance of refunding bonds for the 2009 Bonds Series A. 3. TERMS 3.1 The Services described in the Amendment shall be performed expeditiously, within the terms of the Master Agreement. 3.2 The maximum compensation for Services performed pursuant to this Amendment shall be Fifty -Seven Thousand Five Hundred Dollars ($57,500). Work shall be performed at the rates set forth in the Master Agreement. 3.3 Except as amended by this Amendment, all provisions of the Master Agreement, as amended by Amendment Nos. 1 through 9, 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. RV PUB\HSHANE\714371.1 [Signatures on following page] 2 SIGNATURE PAGE TO AGREEMENT NO. 09-19-072-10 IN WITNESS WHEREOF, the parties hereto have executed the Agreement on the date first herein above written. RIVERSIDE COUNTY FULBRIGHT & JAWORSKI LLP TRANSPORTATION COMMISSION By: By: Anne Mayer, Executive Director Signature Name Title APPROVED AS TO FORM: Attest: By: By: Best Best & Krieger LLP Counsel to the Riverside County Transportation Commission Its: Secretary *A corporation requires the signatures of two corporate officers. One signature shall be that of the chairman of board, the president or any vice president and the second signature (on the attest line) shall be that of the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation. If the above persons are not the intended signators, evidence of signature authority shall be provided to the Commission. RV PUB\HSHANE\714371.1 3 ATTACHMENT 10 Riverside County Transportation Commission DEBT MANAGEMENT POLICY The Riverside County Transportation Commission (RCTC) is responsible for providing leadership and creating transportation choices that enhance the quality of life in Riverside County. RCTC's mission is to create, coordinate, finance, and deliver an easy to use transportation network that keeps Riverside County moving and meets the public's needs. In an effort to fulfill this vision, RCTC issues short and long-term debt on an as -needed basis. RCTC's Chief Financial Officer (CFO) is responsible for the sale of debt for the specific projects. RCTC's main objectives in the sale of debt are to: • Issue sales tax revenue bonds subject to a bond debt limitation of $975,000,000 under the 2009 Measure A program, as amended by Measure K in November 2010; • Issue toll revenue bonds, as authorized pursuant to applicable law up to the maximum amount determined from time to time by the RCTC Board of Commissioners (Board) which, as of March 31, 2013, is $900,000,000; • Maintain a debt service coverage of 2x for sales tax revenue bonds, 1.5x for toll revenue bonds, and 1.3x for federal loan assistance; • Obtain the lowest possible cost of funds for each of RCTC's borrowing programs; • Obtain the highest possible credit ratings that allow sufficient flexibility; • Manage and minimize risk exposure to variable rate debt and/or derivatives; and • Maintain the required secondary market disclosure with the rating agencies, institutional and retail investors. This Comprehensive Debt Management Policy contains the policies and the procedures that govern all debt sales. All participants performing services on RCTC's debt sales: • Must comply with the policies and procedures set forth herein, and • Will be expected to consistently perform at a level that provides maximum benefit to RCTC. The CFO, after consultation with and approval by RCTC's Board, reserves the right to remove any participant from an RCTC transaction or underwriting pool at any time for substandard performance or failure to abide by RCTC's Comprehensive Debt Management Policy. The CFO actively manages all phases of each financing. All decisions related to each transaction are subject to the CFO's approval. Questions regarding the policies and procedures outlined in this Comprehensive Debt Management Policy should be directed to: Theresia Trevino, CFO Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor Riverside, California 92501 Mailing Address: PO Box 12008, Riverside, CA 92502-2208 (951) 787-7141—E-mail address: ttrevinogrctc.org F:/USERS/FINANCE/FISCAL PROCEDURES/DEBT POLICIES.DOC — Revised 09/14/16 A. GOALS AND CREDIT OBJECTIVES RCTC's goals and credit objectives are to: • Serve the people of Riverside County in the fulfillment of RCTC's policy and transportation objectives; • Comply with all State and Federal laws and regulations governing the issuance of debt; • Promptly repay when due the principal and interest on all debt issued and outstanding; • Implement debt programs with the highest possible credit ratings which provide the necessary flexibility in order to achieve the lowest possible borrowing costs on RCTC's debt obligations; • Ensure that RCTC's debt proceeds are invested in safe, liquid and secure investments that earn competitive market rates of return in accordance with RCTC's Annual Investment Policy and indenture; • Ensure that RCTC does not take any action regarding the use of the debt proceeds that would cause the interest on any tax-exempt debt to be included in gross income for purposes of federal income taxation; • Establish policies and procedures for participation in RCTC's debt financing; • Hold debt financing participants accountable to such policies and procedures; • Reward adherence to RCTC's policies and procedures and good performance by the debt financing participants with continued participation in RCTC's debt financing program; • Explore and implement innovative structuring ideas when they are prudent and consistent with the statements listed above; and thus • Protect the funds that Riverside County taxpayers have entrusted to RCTC. B. CREDIT RATING OBJECTIVES RCTC seeks to obtain and maintain the highest possible debt ratings while at same time providing the appropriate and necessary flexibility in its bond financing documents. Sales Tax Revenue Supported Debt For debt secured by a senior lien on revenues of the Measure A sales tax, the CFO may determine which rating agencies to utilize for an issuance considering marketing objectives and cost effectiveness of the ratings. RCTC currently maintains an "Aa2" rating from Moody's Investors Service (Moody's), an "AA+" rating from Standard and Poor's Ratings Group (S&P), and a "AA" from Fitch Ratings (Fitch). For debt secured by a subordinate lien on revenues of the Measure A sales tax, RCTC currently maintains for its commercial paper notes a "P1" rating by Moody's and an "A1+" by S&P. The senior lien debt and subordinate lien debt, collectively, are sales tax revenue supported debt. RCTC will support the Measure A program, in part, by the issuance of sales tax revenue supported debt. As of August 31, 2016, RCTC has the following sales tax revenue supported debt outstanding under the 2009 Measure A: 1. $60,000,000 Commercial Paper Notes Program, 2005 Series A and Series B, with a total outstanding balance of $20,000,000; 2. $185,000,000 Sales Tax Revenue Bonds, Series 2009 A, B and C, with a total outstanding balance of $139,100,000; 3. $150,000,000 Sales Tax Revenue Bonds, Series 2010 A (tax-exempt) and B (taxable), with a total outstanding balance of $150,000,000; and 4. $462,200,000 Sales Tax Revenue Bonds, 2013 Series A, with a total outstanding balance of $462,200,000. F:/USERS/FINANCE/FISCAL PROCEDURES/DEBT POLICIES.DOC — Revised 09/14/16 Toll Revenue Supported Debt For debt secured by a lien on toll revenues ("toll revenue supported debt"), RCTC intends to maintain investment grade ratings from Fitch and/or S&P. RCTC will support the toll program, in part, by the issuance of toll revenue supported debt derived from one or more toll facilities or projects. Such debt may be in the form of toll revenue bonds or federal credit assistance. As of August 31, 2016, RCTC has the following toll revenue bonds and federal credit assistance outstanding under the toll program: 1. $123,825,000 Toll Revenue Bonds, 2013 Series A (Current Interest Bonds), related to the 91 Corridor Improvement Project with a total outstanding balance of $123,825,000; 2. $52,829,602 Toll Revenue Bonds, 2013 Series B (Capital Appreciation Bonds), related to the 91 Corridor Improvement Project with a total accreted value of $64,002,920; and 3. $421,054,409 Transportation Infrastructure Finance and Innovation Act (TIFIA) Loan from the U.S. Department of Transportation. C. SELECTING THE APPROPRIATE METHOD OF DEBT SALE It is in the interest of RCTC to sell its public debt using the method of sale that is expected to achieve the best sale results, taking into account both short-range and long-range implications for Riverside County taxpayers. The CFO will advise the Board of the most appropriate method of sale in light of the prevailing financial, market and transaction -specific conditions. D. APPOINTMENT OF A FINANCIAL ADVISOR The CFO, with the approval of the Board, may select a financial advisor that is an independent registered municipal advisor (IRMA) to assist in the issuance and administration of RCTC's debt. The services of the financial advisor may include, but are not limited to: • Monitoring all fixed income markets, • Evaluating proposals submitted to the CFO, • Analyzing the costs and risks of debt issues, • Reviewing the structuring and pricing of debt issues, • Developing and maintaining the time and responsibility schedule, • Advising on terms and conditions of credit facilities dealing with the issuance of variable rate debt, • Assisting in the preparation of official statements, and • Preparing and reviewing presentation materials for rating agencies, investors and insurers. The services of a financial advisor will be obtained through a competitive evaluation of proposals. The criteria to be used in evaluating and selecting a financial advisor include: • Experience in providing formal financial advisory services, • Experience with diverse and complex financial structuring requirements, • Experience and reputation of assigned personnel, and • Fees and expenses. RCTC's financial advisor will provide RCTC with objective advice and analysis, maintain the confidentiality of RCTC's financial plans and be free from any conflict of interest as defined by the: • CFO; • California statutes and regulations governing financial advisors; • Securities Exchange Act of 1934; and F:/USERS/FINANCE/FISCAL PROCEDURES/DEBT POLICIES.DOC — Revised 09/14/16 " Municipal Securities Rulemaking Board (MSRB). RCTC's financial advisor may not participate in any of RCTC's syndicates in the sale of debt. E. APPOINTMENT OF LEGAL COUNSEL The CFO, with the approval of the Board, must select legal counsel, including bond counsel and disclosure counsel, and engage RCTC's general counsel, to assist in the issuance of RCTC's debt. All debt issued by RCTC must include a written opinion of bond counsel affirming that RCTC is authorized to issue the proposed debt, that RCTC has met all the constitutional and statutory requirements necessary for the issuance of the proposed debt and a determination of the proposed debt's income tax status. This approving legal opinion and other documents relating to the issuance of the proposed debt must be prepared by a nationally recognized private legal counsel with extensive experience in municipal finance and tax matters. The services of the bond counsel may include, but are not limited to: " Rendering a legal opinion with respect to the authorization and valid issuance of debt obligations of RCTC including whether the interest paid on the debt is tax exempt under federal and State of California laws; " Preparing all necessary legal documents in connection with the authorization, sale, issuance and delivery of bonds and other obligations; " Assisting in the preparation of the preliminary and final official statements and commercial paper memoranda; " Participating in discussions with potential investors, insurers and credit rating agencies, if requested, and " Providing continuing advice, as requested, on the proper use and administration of bond proceeds under applicable laws and the indenture, particularly arbitrage tracking and rebate requirements, and post -issuance requirements, particularly future contracts with respect to the use of bond -financed assets. The services of the disclosure counsel may include, but are not limited to: " Preparing the preliminary and final official statements and commercial paper memoranda. RCTC will engage its outside general counsel in the review of all documentation, including the preliminary and final official statements and commercial paper memoranda. Outside general counsel will provide an opinion that RCTC has duly authorized the documents for the issuance of the proposed debt. F. APPOINTMENT OF UNDERWRITERS The CFO, with the approval of the Board, may select a pool of qualified underwriters. The appointment will be based upon a competitive evaluation of objective criteria. The best -qualified firm will be appointed as the book -running senior manager for long-term debt. The best -qualified firm will be appointed as the dealer for commercial paper. Criteria to be used in the appointment of qualified underwriters will include: " Demonstrated ability to manage complex financial transactions, " Demonstrated ability to structure debt issues efficiently and effectively, " Demonstrated ability to sell debt to institutional and retail investors, " Demonstrated willingness to put capital at risk, " Quality and applicability of financing ideas, " Experience and reputation of assigned personnel, and F:/USERS/FINANCE/FISCAL PROCEDURES/DEBT POLICIES.DOC Revised 09/14/16 " Fees and expenses. The CFO will monitor the performance of the members of the underwriting pool and recommend changes as appropriate. The underwriters selected to participate in RCTC's underwriting pool must follow certain rules for participation: Minimum Underwriter Qualifications 1. The firm must maintain minimum net capital of at least $500,000. 2. The firm must hold and maintain all licenses and registrations required by applicable federal and state laws for businesses offering underwriting or investment banking services. All licenses and registrations must be current and in good standing with each of the following: " the U.S. Securities and Exchange Commission (SEC), " the National Association of Securities Dealers (NASD), and " the California Department of Corporations (CDC). G. PROFESSIONAL CONDUCT All of RCTC's debt financing participants shall maintain the highest standards of professional conduct at all times: 1. MSRB Rules, including Rule G-37, shall be followed at all times. 2. RCTC expects debt financing participants to assist RCTC's staff in achieving its goals and objectives as defined in this Comprehensive Debt Management Policy. 3. All debt financing participants shall make cooperation with RCTC's staff their highest priority. H. NEW ISSUANCE AND BOND PROCEEDS MINIMUM BALANCE RCTC administers and manages the 2009 Measure A Expenditure Plan, which sets forth the transportation programs and services to be provided to the residents of the County. RCTC maintains a cash flow analysis for the capital program with corresponding analysis projecting the available sources and uses of funds verifying RCTC's financial ability and commitment to deliver current and planned programs and services. The RCTC cash flow analysis is based on a set of assumptions developed through detailed data collection and analysis of historical data concerning revenues, economic forecasts and trend projections. The main sources of revenues include sales tax revenues, toll revenues, contributions from other agencies and federal capital assistance grants. The largest sales tax revenue source is the Measure A'/z cent transactions and use tax. The revenue generated from Measure A is expended on the projects contained in the Measure A Ordinance. RCTC will also earn revenues through the imposition of tolls for the use of selected transportation facilities. Tolls will be imposed and toll revenues expended as allowed under the governing statutes and ordinances. RCTC's Measure A and toll programs are capital intensive. RCTC will issue its debt as needed in order to fund the Measure A and toll programs. RCTC must be able at all times to pay contractors and vendors for work in progress. Therefore, the CFO will work with the applicable RCTC directors to forecast the program construction draw down requirements. Based upon program construction draw down requirements and the conclusions resulting from the Plan, the CFO shall attempt to keep a reasonable amount of bond proceeds (approximately 4 months of program construction draw down requirements) available for construction draw down purposes. F:/USERS/FINANCE/FISCAL PROCEDURES/DEBT POLICIES.DOC Revised 09/14/16 The CFO with the approval of the Board may increase or decrease the size of the Measure A tax-exempt commercial paper program to maintain liquidity in the program construction draw down account. I. MANAGING THE COMPETITIVE SALES PROCESS The CFO is responsible for implementing and managing RCTC's competitive bid debt sale process. If the CFO selects a competitive bid process for a sale of debt, the CFO will instruct RCTC's financial advisor to deliver a preliminary official statement and notice of sale to prospective underwriters and buyers that clearly states the location, time and requirements of the bid. After a successful competitive bid, the CFO will instruct RCTC's financial advisor to work closely with the winning underwriter(s) in order to prepare and deliver the final official statement at closing. J. MANAGING THE NEGOTIATED SALES PROCESS The CFO is responsible for implementing and managing RCTC's negotiated debt sale process. Introduction A. RCTC expects its underwriters to participate in a valuable and significant way with respect to the structuring and pricing of each debt issue, sales performance and various other aspects of the financing. B. Underwriters are expected to make themselves available to participate, when requested, in information and other meetings prior to the issuance of debt. C. Underwriters are expected to cooperate fully with the book -running senior manager in a way that provides the maximum benefit to RCTC. D. The book -running senior manager is responsible for communicating RCTC's finance plan and timing to the other managing underwriters in the syndicate. Syndicate Management Process A. Liability 1. Prior to the day of pricing, the book -running senior manager must provide to the CFO a recommended liability assignment for each underwriter in the underwriting syndicate. The CFO will review the recommended assignments and make any necessary adjustments. Upon approval by the CFO, the liability assignments of each underwriter must be incorporated into the Agreement Among Underwriters (AAU) by the book -running senior manager. 2. As a general rule, the liability assignments must not exceed the underwriting ability of the underwriters in the syndicate to whom they are assigned. B. AAU The AAU must include the liability assignments of each managing underwriter, the priority of orders for the purpose of allocation and the takedown designation policy. The book -running senior manager must provide a copy of the AAU to each managing underwriter in the syndicate. Each underwriter in the syndicate must review the terms and conditions set forth in the AAU and return a signed copy of the AAU to the book -running senior manager the day of the pricing. C. Underwriting Gross Spread Components; Fees and Expenses • The management fee, if any, will be distributed to the managing underwriters based upon their relative contribution to the development and implementation of the financing plan. F:/USERS/FINANCE/FISCAL PROCEDURES/DEBT POLICIES.DOC — Revised 09/14/16 " Proposed takedowns (i.e. sales commissions) for all maturities must be included as part of the proposed pricing terms delivered by the book -running senior manager to RCTC prior to the final pre -pricing discussions. All takedowns are subject to review and approval by the CFO. " The expense component of the underwriting gross spread must be submitted by the book -running senior manager to RCTC's CFO for approval prior to the day of pricing. The CFO reserves the right to review and approve all fees and expenses and to request their substantiation. An estimate of the expense component of the underwriting gross spread must be submitted by the book -running senior manager to the CFO no later than one week prior to the pricing. RCTC expects the book -running senior manager to keep expense items and costs of issuance to an absolute minimum. " In general, RCTC will not reimburse the book -running senior manager for clearance fees except for the Depository Trust Company ("DTC") charge on issues that are registered in book -entry form only. RCTC will not reimburse the book -running senior manager for MSRB, Securities Industry and Financial Markets Association and California Public Securities Association expenses. " There will be no consideration of an underwriting risk component of the gross underwriting spread until after the order period closes. At that time, the CFO and the book -running senior manager will review the book of orders and discuss the need, if any, for including an underwriting risk component in the gross underwriter's spread for unsold bonds. There will be no negotiation of the underwriting risk component of the gross underwriter's spread after the CFO has given the verbal award to the book -running senior manager. D. Marketing Plan Once the issue of debt has received its ratings and the credit enhancement, if any, has been determined, the book -running senior manager will provide to the CFO and the financial advisor its plan for marketing the issue. The plan will specify the sectors and specific customer types to which each maturity, group of maturities or type of bonds will be directed. In addition, the marketing plan will specify the efforts of the syndicate in advertising the issue and distributing notice of the issue to the market as a whole and the expected customers. E. Selling Groups The book -running senior manager will discuss with the CFO the advantages and/or disadvantages of using a selling group for the financing. If the CFO decides to use a selling group, the book -running senior manager will provide a list of recommended firms for RCTC's approval at least one week prior to the day of pricing. F. Retention and Takedown Designation Policies " The book -running senior manager will discuss the use of retention with the CFO at least one week prior to the day of pricing. During this discussion, the book -running senior manager will provide to the CFO the proposed retention amounts by maturity for each underwriter in the syndicate. " If the use of retention is advised by the book -running senior manager and agreed upon by the CFO, the book -running senior manager will make retention amounts and maturities available to the underwriters as soon as possible prior to the day of pricing. " Any change in the retention to the managing underwriters must be approved by the CFO prior to its release. " At least one week prior to the day of pricing, the book -running senior manager must provide the CFO a proposed priority of orders for the purpose of allocation and a proposed policy for the designation of takedown on net designated orders. The policy must include a maximum percentage of takedown to be designated to any one firm, as well as a minimum number of firms to be designated on any one net designated order. F:/USERS/FINANCE/FISCAL PROCEDURES/DEBT POLICIES.DOC Revised 09/14/16 It is anticipated that each underwriter in the syndicate will be allowed to place net designated orders on all RCTC debt sales. Upon approval by the CFO, the priority of orders and the designation policy must be communicated to the underwriters and included in the preliminary pricing wire. Any changes to the designation policy must be approved by the CFO and communicated to all underwriters in the syndicate and selling group members, if any, RCTC and the financial advisor. G. Pricing Procedures • At least one hour prior to the pre -pricing meeting or conference call (one business day prior to the day of the pricing) the book -running senior manager must deliver to the CFO and the financial advisor the proposed pricing terms. This is to allow for the thorough evaluation of the proposed pricing terms by the CFO. The list of the proposed pricing terms must include principal amounts, coupons, yields, optional redemption prices, and takedowns per maturity. • One day prior to the day of the pricing, the book -running senior manager must initiate a pre - pricing meeting or conference call with the CFO and the financial advisor to discuss the proposed pricing terms, order period, underwriting gross spread components, market conditions and other necessary pricing information. • A draft copy of the preliminary pricing wire must be provided to the CFO upon the completion of the pre -pricing meeting or conference call. Prior to its release, the preliminary pricing wire is subject to the approval of the CFO. The preliminary pricing wire must include, among other things, all pricing terms agreed upon by the CFO and the book -running senior manager during the pre -pricing meeting or conference call. • On the morning of the day of the pricing (and prior to the start of the order period), if the book - running senior manager believes that a change in any of the pricing terms approved at the pre - pricing meeting or on the pre -pricing conference call is required, the book -running senior manager must contact the CFO and the financial advisor to review proposed changes and any suggested changes in light of the current market conditions. Any change in the initial pricing terms must be approved by the CFO and promptly communicated to the underwriters and syndicate and selling group members, if any. • The book -running senior manager must track the receipts of orders broken down by maturity, amount, type and firm. Status reports of the pricing, including total orders received for each maturity, amount, type and firm, may be requested by the CFO and the financial advisor at any time during the order period. The Dalnet "Orders and Allotments by Maturity" report is an acceptable report for these purposes. • The book -running senior manager must receive approval from the CFO before terminating any order period on any maturity before the previously determined close of the order period. • At the close of the order period, the book -running senior manager must provide in writing and in a format acceptable to the CFO and the financial advisor, a listing of the total orders received for each maturity, amount, type and firm, through the end of the order period. At this time the book - running senior manager must also make a concerted effort to provide the CFO and the financial advisor with the true interest cost of the issue. The book -running senior manager must initiate a meeting or conference call with the CFO and the financial advisor to review the book of orders and negotiate any change in pricing terms, prior to the verbal award of the issue to the book - running senior manager as the representative of the underwriters in the syndicate and selling group members, if any. • The CFO may agree to a verbal award of the bonds and sign a bond purchase contract with the book -running senior manager as representative for the underwriters in the syndicate after consultation with and approval from the Board. • A complete set of final quantitative analyses must be provided to the CFO before the CFO signs the bond purchase contract. The quantitative analyses must include, but not necessarily be limited to, a table of sources and uses of funds, a summary of assumptions and results (including significant dates, underwriting gross spread breakdown, ratings, true interest cost, etc.) and any additional tables that include coupons, yields, prices, takedowns, principal amounts and related debt service by maturity. F:/USERS/FINANCE/FISCAL PROCEDURES/DEBT POLICIES.DOC — Revised 09/14/16 " The book -running senior manager and underwriter's counsel is jointly responsible for coordinating the execution of the bond purchase contract. " The CFO reserves the right to postpone the pricing if the above pricing procedures are not strictly followed. H. Allocation of Bonds The book -running senior manager will be responsible for ensuring that the overall allocation of bonds meets RCTC goals of: (a) obtaining the best price for the issue and (b) providing each underwriting firm involved with bond allocations that are commensurate with the work performed (i.e., the type and amount of orders submitted). The CFO reserves the right to monitor the order taking process and to review and approve bond allocations prior to their release. I. Post -Sale Support " In accordance with MSRB rules, sales credits designated by an institutional investor must be distributed within 30 days after the delivery of the bonds. " In accordance with MSRB rules, final settlement of the underwriting account and the distribution of any profit to members must be made within 60 days of delivery of the bonds. " The underwriting syndicate agrees to comply with any syndicate rules prohibiting the selling of bonds below the public offering price (less the full takedown) prior to the release of syndicate restrictions. In addition, each managing underwriter in the syndicate agrees to inform the CFO of any non-compliance with such syndicate rules. " For seven business days following the release of syndicate restrictions, the managing underwriters in the syndicate agree to inform the CFO of any firm significantly lowering the price of the bonds in the secondary market below market levels. " The book -running senior manager must be prepared to provide the CFO on an ongoing basis for at least seven business days following the release of the syndicate restrictions secondary market price levels, unsold balances, and the level of trading activity of the bonds. " RCTC expects the managing underwriters in the syndicate to provide liquidity in the secondary market for its bonds on an ongoing basis. J. Post -Sale Evaluation RCTC has a policy of acknowledging good performance and building accountability into its relationships with its managing underwriters. RCTC will conduct post -sale evaluations of the underwriting account to ensure that its policies are adhered to and that sales performance is documented. " The book -running senior manager must provide the CFO and the financial advisor with a final pricing book. The final pricing book must include, but not necessarily be limited to, the following information: the time and responsibility schedule; the working group distribution list; a discussion of the market conditions leading up to and during the final pricing; the preliminary and final pricing wires; media coverage; rating agency credit reports; a full set of quantitative analyses; a table identifying takedown and designation dollars by firm; and a table identifying designations on net designated orders. The book -running senior manager's final pricing book must be provided to the CFO and the financial advisor within 60 days of the closing. " The financial advisor must also provide the CFO with its own final pricing report. The final pricing report must include, but not necessarily be limited to, the following information: a discussion of the market conditions leading up to and during the final pricing; a discussion on the sales process; a pricing comparison of similar credits in California and the national markets and the preliminary and final pricing wires. The financial advisor's final pricing report must be provided to the CFO within 30 days of the pricing. " In addition to the book -running senior manager, each underwriter is encouraged to provide the CFO and the financial advisor with a confidential written analysis of the sale of the bonds. F:/USERS/FINANCE/FISCAL PROCEDURES/DEBT POLICIES.DOC Revised 09/14/16 K. MANAGING THE SALE OF COMMERCIAL PAPER The CFO is responsible for implementing and managing RCTC's sale of commercial paper. The CFO shall work closely with RCTC's commercial paper dealers to develop a marketing strategy for the initial sale and subsequent frequent rollover of commercial paper amounts and maturities. The marketing strategy for the initial sale and subsequent frequent roll-over of commercial paper amounts and maturities shall take into account the short-term yield curve as well as RCTC's philosophy to have a significant number of diverse commercial paper investors. The CFO may require RCTC's commercial paper dealers to provide quarterly and annual reports detailing the commercial paper average cost, average maturity and a list of commercial paper investors. Subject to the approval of its liquidity and/or letter -of -credit provider, RCTC reserves the right to change the number of commercial paper dealers for the commercial paper program. L. REFUNDING OPPORTUNITIES From time to time, RCTC may have the opportunity to refinance its outstanding debt to reduce interest costs, remove or change burdensome bond covenants, or restructure future debt service payments. Refundings are categorized as either: • Current —with the issuance of the refunding bonds within 90 days of the redemption date of the outstanding bonds, or • Advance —with the issuance of the refunding bonds more than 90 days prior to the redemption date of the outstanding bonds. The refunding of debt is an important debt management tool for RCTC. Advance refundings are limited by federal tax law and must be used judiciously. RCTC generally will only pursue a refunding if the threshold present value savings level (net of all issuance costs and any cash contribution to the refunding) is at least three percent of the par value of the refunded bonds. However, in certain circumstances, the CFO after consultation with and approval by the Board, may agree that lower savings levels may be justified. RCTC's debt management practices anticipate the potential for refundings. When RCTC issues debt careful attention is given to pricing considerations that will affect future refunding flexibility such as: • Optional redemption provisions and • Coupon characteristics. In addition, for advance refundings, it is important to create a refunding defeasance escrow that will produce the greatest savings level. A defeasance escrow is efficient if the yield on the defeasance escrow is as close as possible (i.e., generally less than 100th of a basis point) to the arbitrage yield on the refunding bonds. The CFO will select the appropriate defeasance securities. M. FEDERAL CREDIT ASSISTANCE OPPORTUNITIES RCTC may submit applications for federal credit assistance, including loans, to the USDOT for specific transportation corridor projects. The CFO and the Toll Program Director shall coordinate the financial and technical preparation and submittal of such applications with assistance from appropriate consultants. N. FIXED RATE VERSUS VARIABLE RATE DEBT The CFO and the Board recognize that variable rate securities are a useful debt management tool that traditionally have had lower interest rate costs than fixed rate debt. F:/USERS/FINANCE/FISCAL PROCEDURES/DEBT POLICIES.DOC — Revised 09/14/16 RCTC's current goal is to maintain a debt program which may consist of variable rate debt (which includes commercial paper but does not include variable rate debt hedged with an interest rate swap to a fixed rate) and fixed rate debt. The amount of unhedged variable rate debt shall not exceed 25%. RCTC's book -running senior manager, commercial paper dealer and financial advisor shall advise the CFO if the rating agencies and/or institutional investors feel that 25% of RCTC's debt in the variable rate mode is too large a percentage. O. DERIVATIVES RCTC will continue to explore the use of derivative products as appropriate and in accordance with the Investment Policy and the Swap Policy, provided that the derivative products: • Hedge variable rate debt exposure, • Lower interest rate costs, or • Minimize risks to RCTC. Although RCTC may enter into swap agreements, including fixed to variable rate swap agreements, derivative products for debt shall not be used for the purpose of interest rate speculation. The CFO has the sole responsibility for determining which prospective debt products for new issue debt are derivatives. Derivative products debt instruments may be incorporated into RCTC's debt program only after the CFO has informed the Executive Director and the Commissioners of the purpose and the risks associated with the derivative product debt instruments including but not limited to: • Interest rate risk, • Counterparty credit risks, • Termination risks, and • Tax implications. If appropriate, the CFO, after consultation and approval by the Board, may determine a minimum level of savings required before implementing a derivative product debt instrument. If the Commission authorizes the use of derivative products, the CFO will provide the Commissioners within twenty-four hours with a memo detailing any activity related to the use of derivative products. P. PRIMARY AND SECONDARY MARKET DISCLOSURE Trustees have been appointed for the benefit of the Measure A Sales Tax Revenue Bonds and the Toll Revenue Bonds and related TIFIA Loan. Each trustee shall perform all functions and duties required under the terms and conditions set forth in the respective indentures and/or federal loan agreements. The CFO will recommend changes as appropriate. In addition to the responsibilities required by the respective indentures and federal loan agreements, RCTC has a commitment to continuing to disclose material information after the sale of its debt. The CFO is responsible for implementing and managing RCTC's legal and professional commitment to continuing to disclose material information after the sale of its debt. In adherence to Securities and Exchange Commission Rule 15c2-12(b)(5), the Commission's Continuing Disclosure Agreement with each trustee or disclosure dissemination agent, as applicable, agrees to provide its Annual Report and notice of listed events to the MSRB, for dissemination to interested parties. "Listed events" are defined below; however, they may change to reflect current continuing disclosure requirements: 1. Principal and interest payment delinquencies; 2. Non-payment related defaults; 3. Unscheduled draws on the debt service reserve funds reflecting financial difficulties; 4. Unscheduled draws on credit enhancements reflecting financial difficulties; 5. Substitution of credit or liquidity providers, or their failure to perform; and F:/USERS/FINANCE/FISCAL PROCEDURES/DEBT POLICIES.DOC — Revised 09/14/16 6. Adverse tax opinions or events affecting the tax-exempt status of the security; 7. Modifications to rights of security holders; 8. Contingent or unscheduled bonds calls; 9. Defeasances; 10. Release, substitution or sale of property securing the payment of any security; and 11. Rating changes. Q. INVESTMENT AND USE OF DEBT PROCEEDS Unless otherwise provided by RCTC resolutions, unexpended debt proceeds shall be held by RCTC and the investment of debt proceeds shall be managed by the CFO or its designee. The CFO or designee shall maintain records and prepare quarterly statements to the Board regarding the investments and transactions involving debt proceeds. In order to ensure compliance with debt covenants and restrictions set forth in applicable RCTC resolutions and tax certificates, the CFO and other appropriate Commission personnel shall perform the following responsibilities: • Monitor the use of debt proceeds, the use of debt -financed assets throughout the term of debt (and in some cases beyond the term of the debt), • Maintain records identifying the assets or portion of assets that are financed or refinanced with proceeds of each issue of debt, • Consult with bond counsel and other professional expert advisors in the review of any contracts or arrangements involving use of debt -financed facilities, including any sale of financed -assets or changes from a qualifying governmental use of such assets to non -qualifying uses, • Maintain records for any contracts or arrangements involving the use of debt -financed facilities as might be necessary or appropriate, and • Meet at least annually with personnel responsible for debt -financed assets to identify and discuss any existing or planned use of debt -financed assets. The CFO will retain the above documents as described below in Paragraph S. R. COMPLIANCE WITH ARBITRAGE REBATE AND YIELD CALCULATIONS RCTC will engage the services of an expert advisor to assist in the calculation of arbitrage rebate from investment of bond proceeds. Trustee statements and other requested documents and information will be provided to the rebate service provider upon request on a prompt basis. The CFO will monitor the arbitrage rebate services to assure compliance with required rebate payments, if any, no later than each 5 year period over the term of the tax exempt bonds. In addition, during the construction period of the capital project, the CFO will monitor the investment and expenditure of bond proceeds and will consult the arbitrage rebate service provider to determine compliance with exceptions from the arbitrage rebate requirement upon the expenditure of proceeds during each 6 month spending period up to 6 months, 18 months or 24 months as applicable, following the issuance of the bonds. The CFO will retain copies of the arbitrage reports and trustee statements as described below in Paragraph S. S. RECORD KEEPING AND TAX RETURN FILING REQUIREMENTS The CFO, or its designee, will maintain the following documents for the term of the debt (including refunding bonds, if any) plus three years: • Copy of the bond closing transcript and other relevant documentation in connection with the closing of the issuance of bonds; F:/USERS/FINANCE/FISCAL PROCEDURES/DEBT POLICIES.DOC — Revised 09/14/16 " Copy of the federal credit assistance agreements and other relevant documentation in connection with the closing of federal credit assistance; " Copy of all material documents related to capital expenditures financed or refinanced by debt proceeds, including construction contracts, purchase orders, invoices, trustee requisitions and payment records as well as other documents relating to costs reimbursed with debt proceeds and records identifying the assets or portion of assets that are financed with tax exempt bond proceeds; " Copy of all contracts and arrangements involving private or unrelated use of the debt financed assets; and " Copies of all records of investments, investment agreements, arbitrage reports and underlying documents, including trustee statements. The CFO, or its designee, will also assure compliance with IRS tax return filing requirements. T. RATING AGENCIES The CFO is responsible for implementing and managing RCTC's rating agencies relations program. The CFO recognizes the importance of immediate and timely disclosure of relevant financial and program information concerning each of RCTC's debt programs to the rating agencies. The CFO shall promptly respond to any inquiry from any rating agency analyst. In addition, the CFO and/or the Executive Director and one or more representatives of RCTC's Commissioners shall periodically meet with the rating agencies in order discuss RCTC's proposed debt financings and/or recent financial results, financial projections, Board policy, specific RCTC programs such as Measure A and tolling activities as well as the general economy in Riverside County and Southern California and other matters. U. INVESTOR RELATIONS The CFO is responsible for implementing and managing RCTC's investor relations program. The CFO shall make every attempt to promptly respond to any inquiry from an institutional or retail investor. In addition, the CFO shall periodically attempt to meet with key institutional investors in order to familiarize the institutional investors with RCTC's financial history and financial projections. The CFO shall periodically post investor disclosure information on the unique website established by the Digital Assurance Certification, LLC (DAC) for RCTC on its website, www.dacbond.com. V. BUILD AMERICA BOND AND RECOVERY ZONE ECONOMIC DEVELOPMENT BOND SUBSIDIES Introduction The Board recognizes its responsibility to ensure compliance with all Federal laws and regulations ("Federal Requirements") associated with the issuance of tax-exempt debt ("Tax -Exempt Obligations") and tax -advantaged direct pay notes, bonds or other form of repayment, including obligations issued under Section 54A or Section 14000-2 of the Internal Revenue Code ("Tax Advantaged Obligations"). The purpose of this policy is to provide guidelines and establish procedures for compliance with Federal Requirements in connection with the issuance of Tax -Exempt Obligations and Tax Advantaged Obligations. Procedures Unless otherwise instructed by bond counsel, on a quarterly basis the CFO will provide a written report to the Board of the expenditure of proceeds derived from Tax -Exempt Obligations and Tax Advantaged Obligations certifying the amount expended in the prior month, the total amount expended from the date of the closing of the transaction; that the expenditure was for capital projects (as defined by the applicable F:/USERS/FINANCE/FISCAL PROCEDURES/DEBT POLICIES.DOC Revised 09/14/16 provisions of the Internal Revenue Code and guidance provided thereunder (or as otherwise permitted by bond counsel)); the amount remaining to be spent; [and the amount remaining invested in a reasonably required reserve fund, if any]. Unless otherwise instructed by bond counsel, at closing RCTC will execute documentation covenanting to comply with Federal rebate and arbitrage requirements as required under Paragraph Q above as though the Tax Advantaged Obligations were tax exempt bonds. Unless otherwise instructed by bond counsel, at least 67 days before an interest payment date pertaining to fixed rate Tax Advantaged Obligations, RCTC will calculate, or cause to be calculated: the interest amount due on the next interest payment date; and the refundable credit to be reported on Form 8038- CP. Unless otherwise instructed by bond counsel, the CFO will file, or cause to be filed, the completed and executed Form 8038-CP with the Department of the Treasury not later than 45 days prior to the applicable interest payment date. The CFO is hereby designated as the staff person responsible for RCTC's compliance with this policy. W. GLOSSARY Additional Bonds Test: A calculation based upon total pledged revenues divided by total proposed debt service. This is a protection to investors so that the issuer cannot issue additional parity bonds without providing ample security to the investors in the previous financing(s). Advance Refunding: A defeasance of outstanding debt prior to the date the bonds can be called by depositing cash and/or securities in escrow sufficient to pay all principal and interest plus the call premium, if any, when due. Upon an advance refunding and defeasance, all covenants and restrictions of the refunded bond indenture are extinguished. Agreement among Underwriters or AAU: The contract establishing the underwriting syndicate formed to underwrite and purchase the bonds. The AAU will include provisions covering the liability of each syndicate member, a description of order types, pricing of the bonds and requirements respecting a public offering. The AAU may contain a variety of other matters relating to trade practice and applicable rules of the MSRB. Allocation: The post -sale distribution of bonds among the syndicate and selling group members, if any. Basis Point: Yields on bonds are usually quoted in increments of basis points. One basis point is equal to 1/100 of one (1) percent. For example, the difference between 7.00% and 7.50% is 50 basis points. Bond Purchase Agreement: The contract between the syndicate and the issuer setting forth the final terms, prices and conditions upon which the syndicate will purchase a new issue. Book -Running Senior Manager: The managing underwriter that controls the book of orders for the transaction and is primarily responsible for the successful execution of the transaction. Concession: In the new issue market, one of the two discounts members receives from the syndicate. In the secondary market, a discount one dealer offers to another. Current Refunding: A refunding of outstanding debt in which the proceeds of the refunding debt are applied immediately or almost immediately (within 90 days) to redeem the refunded debt. Group Net Order: An order for bonds submitted by a syndicate member in which the takedown is distributed to syndicate members according to their respective liability shares in the issue. F:/USERS/FINANCE/FISCAL PROCEDURES/DEBT POLICIES.DOC — Revised 09/14/16 Liability: The principal amount of bonds to be underwritten by each member of the syndicate. Member Order: An order for bonds placed by a member of the syndicate where the bonds would be confirmed to that member at syndicate terms. Municipal Securities Rulemaking Board (MSRB): An independent self -regulatory organization established by the Securities Acts Amendments of 1975, which is charged with primary rulemaking Commission over broker -dealers and brokers in municipal securities. National Association of Securities Dealers (NASD): A self-regulating and self -financed organization which acts as a buffer between the Securities and Exchange Commission (SEC) and broker -dealers. The NASD operates in municipal securities according to a special set of municipal bond rules written by the MSRB. Net Designated Order: An order for bonds submitted by a syndicate member in which all or a portion of the takedown is to be credited to firms designated by the purchaser of the bonds according to relative designated by the said purchaser. Priority Order: A retail or a net designated order. Retail Order: An order for bonds placed by an individual or, as determined by the CFO, a retail order may also include an order placed by a bank trust department or an investment advisor for an individual. Retention: An amount of bonds that will be guaranteed to be available for sale by each member of the syndicate. Rule 10b-5: A regulation of the SEC adopted pursuant to the Securities and Exchange Act of 1934, which makes it unlawful for any person to employ any device, scheme, or artifice to defraud, to make any untrue statement of a material fact or to omit a material fact necessary to make statements made, in the light of the circumstances under which they were made, not misleading; or to engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person, in connection with the purchase or sale of any security. Sales Tax Revenue Supported Debt: Debt secured by a lien on revenues of the of the Measure A sales tax. Securities and Exchange Commission (SEC): The federal agency that oversees and regulates stock, bond and other financial market participants. Selling Group: A group of underwriters formed to aid in the distribution of the bonds in a bond financing. Selling group members do not assume any financial or legal liability in the financing. Syndicate: A group of underwriters formed to purchase and re -offer an issuer's bonds for sale to the public. Each syndicate member has a share in the liability of the issue. Syndicate Participation Percentages: A sales participation goal for each syndicate member determined by RCTC and its CFO for RCTC bond issues. Takedown: The total discount at which members of syndicates buy bonds from an account - composed of two parts: concession and takedown. Toll Revenue Supported Debt: Debt secured by a lien on the toll revenues. True Interest Cost: The rate, compounded semi-annually, necessary to discount the amounts payable on the respective principal and interest payment dates to the purchase price received on the closing date of the bond issue. F:/USERS/FINANCE/FISCAL PROCEDURES/DEBT POLICIES.DOC — Revised 09/14/16 Trust Indenture: A contract between an issuer and a trustee, for the benefit of investors. The trustee administers the funds specified in the indenture and implements the remedies provided in case of default. Underwriter's Gross Spread: In a negotiated sale, the difference between the price the underwriter pays the issuer and the original re -offering price to the public; includes the management fee, expenses, and sales commissions (takedown and concession). F:/USERS/FINANCE/FISCAL PROCEDURES/DEBT POLICIES.DOC — Revised 09/14/16 Swap Termination and 2016 Refunding Bonds September 141 2016 Interest Rate Swap Considerations Business decision to hedge against potential rate increases • Not speculation • Awareness of risks and mitigation strategies Contract to exchange ash flow • Starts at future date • RCTC pays fixed interest rate (3.679%) • Counterparty pays floating/variable interest rate (67% of one -month LIBOR) Payments based on notional amount • Principal amounts not exchanged Cash flows derived from reference to index rates • London Interbank Offer Rate (LIBOR) — associated with taxable financings and swaps • Securities Industry and Financial Markets Association (SIFMA) — related to tax-exempt financings Synthetic Fixed Interest Rate Debt ,1111hRC'wmr2maii,'C LLiquidity/ marketing Fees*** RCTC Fixed Rate* -..n 19 _ 0 ti m � � ca. C4 to v Bond Holders F I oati n.g, Rate** (Linked to 67% of LIBOR) Cou nterparty • Rates are 3.679% ($100 million with BofA), 3.206% ($85 million with DB), or weighted average of 3.42% **Relationship between rates could vary weekly ***Liquidity fees have ranged from 44 bps (current) to 125 bps; remarketing fees have ranged from 6 bps (current) to 10 bps RCTC Basis Gain1 RCTC Basis Cost2 RCTC receives 67% of LIBOR (floating rate) RCTC pays SIFMA to bondholders (floating rate) J RCTC basis differential RCTC pays counterparty (fixed rate) RCTC pays liquidity & remarketing fees (fixed cost) RCTC net cost of funds for week3 0.29 % 0.33 % (0.01%) (0.48%) 0.28% (0.15%) (3.42 % ) (3.42 % ) (0.50%) (0.50%) (3.64%) (4.07 % ) 1January 2016 example 2August 2016 example 320-year fixed interest rate in August 2006 approximated 4.40% and in October 2009 approximated 4.00% Counterparty Bank of America • Notional amount/swap rate • Minimum long-term debt rating of BBB+/Baa1 • Termination value (liability) • $75.2 million/3.679 percent • A/A 1 • ($14.9 million)1 Deutsche Bank • $63.9 million/3.206 percent • BBB+/Baa2 • ($10.5 million)1 As of September 8, 2016, subject to change Deutsche Bank Swap Options RCTC Accept Deutsche Bank replacement swap, if proposed Waive right to terminate swap Terminate swap and pay termination payment • No reply a lent swap • Unhedge• • • . ion • Replace ,` swap • Lower rate but limited qualified counterparties • Refinance 2009 Series A at fixed interest rate • Interest rate decrease absorbs about 75 percent of termination cost • Interest rate certainty through 2029 Refund $63.9 million outstanding 2009 Series A bonds Issue $61.2 million* paramount • Authorization not to exceed $85 million • Premium of $14 million* for total bond proceeds of $75.2 million* Pay $10.7 million* swap termination cost • From available commercial paper proceeds and retire related commercial paper notes Pay costs of issuance of $375,000* • Excludes underwriter's discount *Estimate for planning purposes and subject to change Swap Termination and Refunding Transaction Approvals RCTC Termination of Deutsche Bank swap Refunding Bonds Competitive sale process Costs of issuance Revised debt management policy Resolution No. 6t" Supplemental Official 16-015 A Indenture Statemen Official Notice of Sale for Bonds Professional services agreement or amendments TM t Continuing Disclosure Agreement ill Deutsche Bank Swap Commission • Approve recommendations • Advise of material misstatements or omissions in Official Statement Termination of • Negotiate settlement Competitive Sale of Refunding Bonds • Post preliminary official statement • Bids received • Print final official statement Closing • Sign documents AGENDA ITEM 9 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: September 14, 2016 TO: Riverside County Transportation Commission FROM: Sheldon Peterson, Rail Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Riverside Transit Agency Downtown Riverside Perris Valley Line Shuttle STAFF RECOMMENDATION: This item is for the Commission to: 1) In partnership with the Riverside Transit Agency (RTA), establish a new Downtown Riverside Perris Valley Line (PVL) shuttle service; 2) Approve an increase of $225,000, in the Fiscal Year 2016/17 budgeted federal revenues and transit operating expenditures for the PVL shuttle service; and 3) Amend the FY 2016/17 Commuter Rail Short Range Transit Plan to add $225,000 in federal funds and operating cost for the shuttle service. BACKGROUND INFORMATION: Metrolink has operated out of the Riverside -Downtown Station for 23 years. For most of that time, there were just a few daily trains that had travel patterns arriving at Riverside Downtown which allowed riders to use the service for regular commuter purposes. With the addition of the PVL on June 6, 2016, Riverside -Downtown now becomes a key employment destination with four peak period commuter trains arriving each morning and departing in the afternoon. Since the service opened, riders have consistently requested a safe and easy connection to get between the train station and downtown offices. Currently riders wanting to make this connection need to walk and either go over SR-91 at 14th Street or under State Route 91 at University Avenue, and both routes have significant vehicle traffic including the need to cross freeway on -ramps and off - ramps. With the upcoming October 3 Metrolink schedule change, the PVL will adjust its morning service to add an arrival into Riverside -Downtown at 7:35 a.m. This will now provide a more viable morning connection for several downtown employment centers including the County of Riverside Administrative Center, the courts, and Riverside City Hall, so a direct shuttle will be even more beneficial. The Riverside -Downtown PVL shuttle is anticipated to commence on October 3 in concert with the October 2016 Metrolink schedule adjustment. The operation of this new service will be weekdays only (excluding major holidays), consistent with the days of operation of Metrolink weekday service. Span of service is from 5:35 a.m. to 6:45 p.m. to connect with all PVL trains. RTA intends to run this as contract service with an initial cost estimate of $225,000. The Commission will reimburse RTA for 100 percent of the costs incurred to run this shuttle. As such, Agenda Item 9 445 there will be no fare charged for this open-door service that anyone can use. This is also consistent with the free travel provided on RTA buses for connecting Metrolink fare -paying passengers at the Riverside -Downtown Station. This will be a tremendous benefit and will be key to attracting new Metrolink riders who work in Downtown Riverside. Staff intends to use previously committed federal Congestion Management Air Quality (CMAQ) funds that were established for PVL startup operations and connections. The budgetary impact will be $225,000 of CMAQ funds to be used for PVL shuttle cost. Financial Information In Fiscal Year Budget: No Year: FY 2016/17 Amount: $225,000 Source of Funds: CMAQ Budget Adjustment: Yes GL/Project Accounting No.: 034198 414 41403 103 25 41401 $ 225,000 (revenues) 034198 86101 103 25 86101 $ 225,000 (expenditures) Fiscal Procedures Approved: .,14vn Date: 08/23/2016 Attachment: Early Draft Route Map & Schedule Agenda Item 9 446 Attachment: Example Schedule and Route— Final versions to be determined. Route 54 Downtown Riverside Metrolink Shuttle Weekday Riverside Downtown Metrolink Station 1 5:35 AM Riverside County Administration Building 2 5:40 AM Riverside City Hall 3 5:42 AM University & Market 4 5:44 AM University & Lemon 5 5:45 AM Riverside Downtown Metrolink Station 1 5:50 AM 6:02 AM 6:07 AM 6:09 AM 6:11 AM 6:12 AM 6:17 AM 6:40 AM 6:45 AM 6:47 AM 6:49 AM 6:50 AM 6:55 AM 7:20 AM 7:25 AM 7:27 AM 7:29 AM 7:30 AM 7:35 AM 7:42 AM 7:47 AM 7:49 AM 7:51 AM 7:52 AM 7:57 AM 11:35 AM 11:40 AM 11:42 AM 11:44 AM 11:45 AM 11:50 AM 2:20 PM 2:25 PM 2:27 PM 2:29 PM 2:30 PM 2:35 PM 2:40 PM 2:45 PM 2:47 PM 2:49 PM 2:50 PM 2:55 PM 4:35 PM 4:40 PM 4:42 PM 4:44 PM 4:45 PM 4:50 PM 5:20 PM 5:25 PM 5:27 PM 5:29 PM 5:30 PM 5:35 PM 5:42 PM 5:47 PM 5:49 PM 5:51 PM 5:52 PM 5:57 PM 6:30 PM 6:35 PM 6:37 PM 6:39 PM 6:40 PM 6:45 PM State Government Offices 1 Main St Mall Iverside county adman center rude Downtown Metrolink Station 447 i Service Need The Riverside -Downtown Station is on the opposite side of State Route 91 from most destinations. On October 3rd there will be new Perris Valley Line (PVL) schedules that target the Riverside Downtown commuters with a 7:35 a.m. arrival. To minimize barriers to taking Metrolink the Commission and Riverside Transit Agency (RTA) have developed a free local circulator service. This will enable the PVL ridership to keep growing. Proposed Route 54 Map Proposed Route 54 Schedule Route 54 Downtown Riverside Metrolink Shuttle Weekday Riverside Downtown Metrolink Station 1 5:35 AM Riverside County Aministration d Center 2 5:40 AM Riverside City Hall 3 5:42 AM University & Market 4 5:44 AM University & Lemon 5 5:45 AM Riverside Downtown Metrolink Station 1 5:50 AM 6:02 AM 6:07 AM 6:09 AM 6:11 AM 6:12 AM 6:17 AM 6:40 AM 6:45 AM 6:47 AM 6:49 AM 6:50 AM 6:55 AM 7:20 AM 7:25 AM 7:27 AM 7:29 AM 7:30 AM 7:35 AM 7:42 AM 7:47 AM 7:49 AM 7:51 AM 7:52 AM 7:57 AM 11:35 AM 11:40 AM 11:42 AM 11:44 AM 11:45 AM 11:50 AM 2:20 PM 2:25 PM 2:27 PM 2:29 PM 2:30 PM 2:35 PM 2:40 PM 2:45 PM 2:47 PM 2:49 PM 2:50 PM 2:55 PM 4:35 PM 4:40 PM 4:42 PM 4:44 PM 4:45 PM 4:50 PM 5:20 PM 5:25 PM 5:27 PM 5:29 PM 5:30 PM 5:35 PM 5:42 PM 5:47 PM 5:49 PM 5:51 PM 5:52 PM 5:57 PM 6:30 PM 6:35 PM 6:37 PM 6:39 PM 6:40 PM 6:45 PM Shuttle Plan Annual project costs - $225,000; The Commission will fully fund the project using CMAQ federal funds available for PVL operations and connections; and The Fiscal Year 2016/ 17 budget and short range transit plan will be amended for this effort. Questions AGENDA ITEM 10 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: September 14, 2016 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Aaron Hake, External Affairs Director THROUGH: Anne Mayer, Executive Director SUBJECT: State and Federal Legislative Update BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Committee to: 1) Receive and file an update on state and federal legislation; 2) Adopt the following bill positions: a) AB 626 (Chiu and Low) — Oppose; b) AB 1889 (Mullin) — Support; and 3) Oppose Proposition 53. BACKGROUND INFORMATION: The State Legislature returned from its July recess to work through the final weeks of the 2015- 16 regular legislative session. The deadline for the Legislature to send bills to the Governor is August 31; the Governor will have until September 30 to sign or veto bills submitted to him. In the meantime, the Extraordinary Session on transportation funding is still active with the potential to pick up steam in the closing months of the year. Legislative leaders in the Senate and Assembly are working together on a consensus package that could emerge after the printing of this staff report. Commission staff and advocates are monitoring that situation closely. Looking east, Congress is currently in recess and only has a few legislative days remaining prior to the General Election in November. The Obama Administration recently announced grant awards, discussed below. State Update AB 626 (Chia and Low) — Staff Recommended Position: Oppose This bill adds a significant degree of complexity to the Public Contract Code relating to claims by contractors and subcontractors on public works contracts. AB 626 establishes a claims resolution process for public works contracts entered into on or after January 1, 2017, that is Agenda Item 10 448 supplemental to existing claims processes spelled out in state law. The bill provides specific deadlines for public agencies to meet when reviewing and formally responding to claims submitted by contractors. AB 626 exposes public agencies to additional claims by prescribing a process by which subcontractors who lack legal standing to bring a claim directly to an agency may request their prime contractor present the claim to the agency. Untimely payment of claims are subjected to a 7 percent interest penalty. Analysis of the details of AB 626 reveals a number of conflicting and confusing provisions with existing dispute resolution processes in the Public Contract Code. Generally, the provisions of the bill create a rigid process, which will lead to increased public costs and time spent on resolving claims with contractors. Most problematic is the bill's opening of a door for subcontractors who do not have a direct contractual relationship with a public agency such as the Commission to bring claims against the agency. The Commission's legal counsel anticipates these provisions will lead to an increase in claims brought to the Commission and therefore increased costs. AB 626 moved through the Assembly as a bill dealing with community college full-time faculty ratios. In June, the bill was gut -and -amended to deal with public works claims resolution. The Senate Judiciary Committee approved the bill, with amendments, on a 7-0 vote. The Commission's legal counsel and staff dissent from the Senate Judiciary Committee's analysis which asserts the bill provides for a clearer, simplified resolution process. However, the Senate Appropriations Committee, where the bill sits as of the time of this staff report, states, in part: "...the provisions of this bill could result in significant personnel costs (General Fund) for evaluation, response, coordination, and oversight activities related to submitted claims requiring action within the prescribed timeframes of this measure....this bill still applies its requirements upon all other public entities not specifically exempted.... By requiring local agencies to adhere to the claims resolution process specified in this measure, this bill creates a state -mandated local program, potentially resulting in major state -reimbursable costs in the millions of dollars (General Fund) through the three-year operative period to local agencies engaged in public works projects. While the magnitude of costs to local agencies cannot be estimated with certainty, given the volume of local public works projects and claims subject to this resolution process, costs are potentially substantial." The Commission's adopted State Legislative Platform provides the Commission should support legislation that reduces litigation risk and streamlines project delivery. The corollary to these platform statements is the Commission should oppose legislation that increases litigation risk and interferes with project delivery streamlining. Opposition to AB 626 would be consistent with previous Commission actions on legislation that add costs, delays, risk, and complexity to transportation projects. Agenda Item 10 449 AB 1889 (Mullin) — Staff Recommended Position: Support This bill clarifies existing law related to the California High -Speed Rail project and previous appropriations by the State Legislature to fund construction of high-speed rail. In 2012, the Legislature appropriated $1.1 billion to fund bookend projects on the northern and southern alignments of the initial operating segment of the high-speed rail system. Bookend projects are identified in two memorandums of understanding (MOUs): one MOU is between the California High -Speed Rail Authority (CHSRA) and the Metropolitan Transportation Commission (MTC) in the Bay Area; the other MOU is between CHSRA, the Southern California Association of Governments (SCAG), and transportation commissions in Southern California. The Commission is signatory to the SCAG-CHSRA MOU (adopted at the March 12, 2014 Commission meeting). The MOU and the bookend projects contained therein, including grade separation projects in Riverside County, are intended to achieve a blended system of commuter, intercity, and high-speed rail. The intended effect of the MOU and the blended system is to begin building key pieces of the high-speed rail system that will have utility in the nearer term while also serving the ultimate operation of high-speed rail. State laws are prescriptive about what types of projects can be funded with high-speed rail bond funds, with the ostensible goal of ensuring voter -approved funds achieve a functional high-speed rail system consistent with the voters' intent when the voters approved Proposition 1A in 2008. AB 1889 makes an important clarification that bookend projects are part of the blended high-speed rail system and therefore eligible to receive Proposition 1A state bond funds. The effect of this legal clarification is Southern California bookend projects in the CHSRA-SCAG MOU will be more readily able to secure a portion of the $1.1 billion of state bond funds appropriated by the Legislature in 2012. While there is no guarantee Riverside County projects in the MOU will receive this specific funding, the more funding available to fulfill the MOU obligations of CHSRA, the closer Riverside County will be to getting its projects funded. Moreover, there are rail projects in other Southern California counties that have significant impact on the Commission's ability to add commuter and intercity rail service between the Inland Empire and Los Angeles Union Station. Staff believes securing Proposition 1A bond funds for MOU projects in the SCAG region will indirectly benefit the Commission over the long term, at the very least. Finally, it is important to note the 2016 CHSRA business plan marked a significant shift in strategy, which focuses on connecting the Central Valley segment of the system to the Bay Area before coming south the Los Angeles basin, where a majority of California's population and potential riders reside. Staff believes it is crucial to support state policies that encourage investment in Southern California's rail network. AB 1889 does this. Agenda Item 10 450 Proposition 53 — Staff recommended position: Oppose It is rare for staff to recommend the Commission adopt a formal position on a statewide ballot initiative; however, Proposition 53 rises to a level of concern that warrants the Commission's attention. Proposition 53 requires statewide voter approval for any bond issuance by a public agency (as defined) for infrastructure projects exceeding $2 billion. The $2 billion threshold is adjusted annually for inflation according to the consumer price index. Projects cannot be broken into smaller projects to stay beneath the $2 billion threshold. The effect of this proposition is any future project (or related projects) by the Commission that requires an issuance of bonds exceeding $2 billion would have to first be approved by voters of the entire state of California. Staff believes it is poor public policy to hang the future of Riverside County's infrastructure on the desires of voters in other counties; decisions about how Riverside County's tax dollars are spent should be left to the voters and elected officials within this county. Likewise, staff believes voters within Riverside County should not be eligible to decide how public funds raised within another county are spent. The sponsor of Proposition 53 is a Stockton farmer named Dean Cortopassi who is opposed to Governor Brown's plan to construct a massive tunnel project to help resolve California's Bay - Delta water crisis. While the intent of the initiative was to place the Governor's Delta plan before statewide voters, the drafting the initiative captures far more than this one controversial project. The Commission and many other non -state governments are affected due to the way the Proposition 53's language defines who is considered the state. According to the language, the proposition would apply to, "any joint powers agency or similar body created by the state or in which the state is a member." The Commission was created by an act of the State Legislature in 1976, and state law requires the Governor appoint an ex officio member of the Commission, who is typically the Director of Caltrans District 8. The ballot argument in favor of Proposition 53 is signed by Dean Cortopassi, Jon Coupal of the Howard Jarvis Taxpayers Association, and a retired Sheriff of Sacramento County. For contrast, a copy of the ballot argument for Proposition 53 is attached, as well as a fact sheet by the No on Proposition 53 campaign. Opponents of Proposition 53 currently include, among many others: • California Chamber of Commerce • California Professional Firefighters • California State Sheriffs' Association • Peace Officers Research Association of California • League of California Cities • California Association of Councils of Governments • San Diego Association of Governments • Self -Help Counties Coalition Agenda Item 10 451 " Transportation Agency for Monterey County " California League of Conservation Voters " California Labor Federation, AFL-CIO " California State Building and Construction Trades Council AB 1943 (Linder) Clears Final Committee Vote The Commission's remaining piece of sponsored Legislation this year, AB 1943 by Assemblyman Eric Linder, cleared its final committee vote. This bill cleans up previous legislation that provides the Commission with legal authority to enforce parking regulations at its Metrolink rail stations within Riverside County; an authority it did not previously possess. The Assembly Transportation Committee concurred with Senate amendments to AB 1943. The bill now awaits a final floor vote in the Assembly before going to Governor Brown's desk. The bill sailed through the Legislature without opposition. California Air Resources Board Adopts Sustainable Freight Action Plan Pursuant to the Governor's direction in his Executive Order B-32-15, the California Air Resources Board adopted the California Sustainable Freight Action Plan. This new document is aimed at reducing the environmental (specifically carbon) footprint of California's goods movement system. Commission staff offered comments to state agencies in early July, along with other stakeholders throughout the state, raising concerns and questions about what the plan means to the many other regional freight planning efforts that have been completed and are ongoing. These comments are attached for reference. Staff is still reviewing the final document to see what amendments have been made by the state in response to comments received. Federal Update U.S. Department of Transportation Awards Discretionary Grants The U.S. Department of Transportation (U.S. DOT) awarded grants under two high -profile competitive discretionary programs: Transportation Investment Generating Economic Recovery (TIGER) and Fostering Advancements in Shipping and Transportation for the Long-term Achievement of National Efficiencies (FASTLANE). Both programs aim investments in nationally and regionally significant transportation projects. Although several Riverside County jurisdictions applied for funding under both programs, no awards were received by these entities. San Bernardino Associated Governments (SANBAG) received an $8.6 million TIGER grant for its Redlands passenger rail project and L.A. Metro received a $15 million TIGER grant for the Rosecrans/Marquardt grade separation, which the Commission supported due to its nexus to passenger rail access from the Inland Empire to Union Station. San Diego Association of Governments received a $49.2 million FASTLANE grant for the SR-11/0tay Mesa East border crossing, the only California project to receive an award from FASTLANE. Agenda Item 10 452 Overall, the Southern California region fared poorly in these two programs. The Los Angeles Times authored an attached editorial and Members of the Los Angeles Congressional delegation sent a letter to U.S. DOT Secretary Anthony Foxx seeking understanding of the results. Staff is actively coordinating with other transportation agencies in the Southern California region to better compete in future rounds of federal discretionary funding. Pursuant to the Commission's adopted Strategic Assessment, pursuit of federal and state discretionary grant funds is a cornerstone of meeting Riverside County's current and future infrastructure needs. Attachments: 1) No on Proposition 53 Fact Sheet 2) Yes on Proposition 53 Ballot Argument 3) RCTC Comment Letter on California Sustainable Freight Action Plan 4) L.A. Times Editorial 5) Legislative Matrix Agenda Item 10 453 ATTACHMENT 1 NO ON PROP 53 Stop Attack on local Control Prop. 53 Does Apply to LOCAL www.NoProp53.com MYTH BUSTER: Projects Proposition 53 would erode local control by mandating a statewide vote for some local infrastructure projects, empowering one region of the state to reject infrastructure priorities of communities in other regions of the state. Here is why: Locally -controlled JPAs created to address local infrastructure priorities are covered under Prop 53. • While Section 1.6 (a) of the proposition excludes cities, counties and special districts, Prop 53 explicitly includes local "Joint Powers Authorities (JPAs) or similar bodies that are created by the State or in which the State is a member." Small projects, under the $2 Billion threshold, but connected to larger projects are also covered. • Section 1.6 (b) requires projects that are "allegedly separate" also require a statewide vote, even for local projects. Allegedly separate is defined by the measure as projects that are "geographically proximate," "physically joined or connected," or "cannot accomplish [their] state purpose without the completion of another allegedly separate project." Below are examples of local projects that could require a statewide vote under Prop 53: Water Supply and Storage • Sites Reservoir — colusa county • Temperance Flat Dam — Fresno, Kings, Madera, Tulare and Merced Counties • Shasta Dam — Shasta County • Los Vaqueros Reservoir — contra costa county Bridge Repairs • Bay Area bridges — Alameda, Contra Costa, Marin, San Francisco, San Mateo, Solano counties o Managed and operated by the Bay Area Toll Authority which was created by the state. • Coronado Bridge — San Diego County o Managed and operated by San Diego Toll Authority which the state now manages Regional Rail Upgrade and Expansion • Transbay Terminal — San Francisco o Regional transit hub connecting eight Bay Area counties currently under construction, which is managed and financed by the Transbay Joint Powers Authority, a JPA created in part by CalTrans. 454 Page 2 of 2 • Capitol Corridor - Alameda, Santa Clara, Contra Costa, Solano, Sacramento, Yolo & Placer Counties o Managed and operated by the Capitol Corridor Joint Powers Authority which runs commuter rail service spanning 148 miles across 7 Northern California counties. The JPA was created by the state. • LOSSAN Rail Corridor - San Luis Obispo, Santa Barbara, Ventura, Los Angeles, Orange, San Diego counties o LOSSAN Rail Corridor Agency - a JPA created by the state and in which state officials are members. Manages 351 miles of rail service across 6 Southern California and Coastal counties with at least $6 billion in needed rail improvements over the next 20 years. Airport Expansion • San Diego International Airport - San Diego County o Owned and operated by the San Diego Regional Airport Authority, a local entity similar to a JPA created by the state. Road Construction • Toll Roads - Orange County o Four separate toll roads, managed by two JPAs created by the state via legislation passed in 1987. Education • University of California - $13.3 billion planned capital expenditures in recent Capital Plan, and four campuses each have projects planned that meet the measure's $2B threshold on their own: o UC Davis o UC San Diego o UC Irvine o UC San Francisco o Additionally, all 10 UC campuses have planned improvements to local medical centers, student housing, classrooms and research facilities. These local projects could each require a statewide vote if considered "allegedly part of" the University of California's larger capital improvement plan. • California State University - $9 billion in planned capital facilities needs statewide o Each of the 23 CSU campuses have plans to construct more classrooms, student health clinics, research labs and student housing. These local projects could each require a statewide vote if considered "allegedly part of the larger CSU capital improvement plan. Paid for by No on Prop 53 - Californians to Protect Local Control, a coalition of public safety, local government, business and labor organizations, and taxpayers. Major funding by Members' Voice of the State Building and Construction Trades Council of California (Committee) and District Council of Iron Workers Political Issues Cormittee. 455 ATTACHMENT 2 Proposition 53, the Stop Blank Checks initiative, is simple. It only does two things: 1} It requires California voter approval for STATE projects that would use over $2 billion in state revenue bonds. 2} BEFORE THAT VOTE, it ensures full disclosure of the TOTAL COST of any state revenue bond project greater than $2 billion. Currently, other state bonds for water, school and transportation projects require voter approval. But a loophole in state law allows politicians and unaccountable state agencies to circumvent a public vote and borrow BILLIONS in state revenue Mond debt for massive state projects WITHOUT VOTER APPROVAL. Proposition 53 will STOP POLITICIANS FROM ISSUING BLANK CHECK DEBT to complete billion dollar state boondoggles. Take California's bullet train. They told us it would cost California taxpayers $10 billion. Now we know it's going to cost more than $60 billion! Yet, you don't have a right to vote on that huge increase! Right now, there is NO VOTE BY THE LEGISLATURE OR THE PEOPLE required to issue these massive state mega -bonds. Unelected and unaccountable state bureaucrats have all the power and you have to pay through higher water rates or increased fees! Proposition 53 says IF YOU HAVE TO PAY, YOU SHOULD HAVE A SAY. Proposition 53 just GIVES YOU A VOICE, A VOTE, added TRANSPARENCY, and it HOLDS POLITICIANS ACCOUNTABLE. That's it! Read the initiative for yourself. Proposition 53 STOPS POLITICIANS FROM LYING about the real cost of state mega -projects. Willie Brown, once the state's most powerful politician, wrote that lowballing initial budgets is commonplace with public projects. He said,'The idea is to get going. Start digging a hole and make it so big, there's no alternative to coming up with the money to fill it in." 456 Despite the scare tactics of the politicians, bureaucrats and corporations that feed off of the state's public debt, Proposition 53 DOES NOT IMPACT LOCAL PROJECTS, the University of California, freeway construction or needed response after a natural disaster. Proposition 53 SIMPLY APPLIES THE LONG-STANDING CONSTITUTIONAL PROTECTION against politicians imposing higher debt without voter approval to MASSIVE STATE REVENUE BONDS. Proposition 53 just ENSURES FULL BUDGET DISCLOSURE AND VOTER APPROVAL of state revenue bonds for California's mega -bucks projects that will affect future generations. Join California's leading state and local taxpayer organizations, small businesses, working families and nearly one million Californians who put Proposition 53 on the ballot. Vote YES on 53! Dino Cortopassi Retired farmer Jon Coupai President, Howard Jarvis Taxpayers Association John McGinness Elected Sheriff (Retired) 457 ATTACHMENT 3 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 MNMem EliNti.m-_w Riverside County Transportation Commission July 6, 2016 To State Agencies Responsible for the California Sustainable Freight Action Plan: The Riverside County Transportation Commission (RCTC) appreciates the opportunity to offer comments on the Draft California Sustainable Freight Action Plan (Plan). RCTC is the regional transportation planning agency for Riverside County, the tenth most populous county in America, with 2.3 million people, and among California's fastest growing counties. Pursuant to Public Utilities Code §130050, RCTC has responsibility for multimodal regional transportation and administering a voter -approved half -cent sales tax for transportation projects, Measure A. The Plan and all other goods movement -related initiatives are of heightened interest in Riverside County due to our location as a hub for logistics facilities and transportation corridors serving both the Ports of L.A. and Long Beach and the San Diego border. Growth in freight traffic through California will impact Riverside County perhaps more than any other county due to our geographic location and available land. Local jurisdictions within Riverside County are experiencing high demand for logistics projects to be built, creating important policy conversations within our region regarding land use, the economy, environment, and mobility. Due to the significance of goods movement to all aspects of life in Riverside County, RCTC strongly believes future investments in freight infrastructure need to be well -thought out with the community's needs in mind. Meaningful mitigation must be implemented simultaneously with capacity improvements to the freight system. This is a principle that will ensure that local public health and quality of life are not sacrificed as the global economy expands. As indicators of the volume of freight that moves through Riverside County, consider the following: • Seventy-seven percent of goods moving through the Ports of L.A. and Long Beach travel through Riverside County (65 percent by rail and 35 percent on trucks); • In 2012, heavy-duty trucks traveled 11,642,216 vehicle miles in Riverside County. By 2040, that number is projected to grow to 23,774,674 — a 204 percent increase; • In 2009, there were 169 million square feet of warehousing space (sum of occupied building space and available for rent spaces) in Riverside County. In the same year, an additional 60 million square feet of undeveloped industrial zoned land was identified as available to be used for future warehousing purposes; 458 California Freight Plan Page 2 of 5 • By 2035, the number of freight trains traversing Riverside County will double. At grade crossings, these trains will result in a 516 percent increase in vehicle delay and 588 percent increase in emissions; • Large populations live near freight rail lines in Riverside County: O 54,975 people live within 1,600 feet of rail crossings and 810,824 people live within 6,400 feet; and o Population numbers are higher when calculating the entirety of the rail lines that cross Riverside County. First, there are three elements of the Plan that RCTC supports and bear mentioning upfront: 1. Focus on safety. Rail safety is a priority for RCTC. Therefore, we are pleased the Plan includes action items on Positive Train Control (PTC) and freight/passenger rail conflicts. With two transcontinental rail lines bisecting our urbanized communities, our freight system must prioritize the safety of our residents. RCTC is a member agency of the Southern California Regional Rail Authority (SCRRA) and has made extensive investments in PTC technology, safer rail cars, upgraded crossings, grade separations, and public education initiatives including Operation Lifesaver. 2. Inclusion of UC-Riverside. UCR is on the forefront of innovative research pertaining to emissions, technology, and transportation, especially at the Bourns College of Engineering's Center for Environmental Research & Technology (CE-CERT). Recently the California Air Resources Board (CARB) made a historic decision to relocate its Southern California testing facility to UCR, which will make Riverside County one of the greatest knowledge centers on air quality and transportation in the world. RCTC is grateful the Plan's stakeholder engagement was inclusive of UCR. 3. Focus on workforce development. Logistics is one of the largest employment sectors in Riverside County and is likely to continue to grow. Despite growth expectations in logistics, Riverside County is anticipated to have the widest jobs/housing imbalance in all of Southern California through 2040. This leads to drastic commute patterns, which degrade the environment, economy, and quality of life of Riverside County. Moreover, the economic recovery from the Great Recession has been slower in the inland region than other parts of California, with wages remaining low. While some advocates will posit logistics growth as the economic solution for inland southern California, we remain skeptical that employment in this sector will raise the overall economic standing of Riverside County. The Plan's focus on workforce development is welcomed inasmuch as it leads to tangible education and growth in wage potential for Riverside County residents. 459 California Freight Plan Page 3 of 5 Second, RCTC associates itself with all of the comments submitted by the Southern California Association of Governments (SCAG) and the California Transportation Commission (CTC). Third, RCTC's specific comments pertaining to many elements of the Plan can be thematically summarized in the following five categories: 1. We need funding more than anything else. In the mean time, let's be smart with the money we do have. State funding for freight projects, rather than additional layers of policy and process, should be the number one priority of the State to achieve sustainable freight goals. The Plan's repeated mention of the federal Fixing America's Surface Transportation (FAST) Act leaves the impression that this bill, while a major positive step forward for freight funding, could be a game - changer for implementing the State's numerous (and expensive) objectives. As the Plan notes, the FAST Act's formula program will provide California with barely more than $100 million annually; a drop in the bucket compared to the billions of dollars of existing needs. The State should observe caution in assigning too many objectives and administrative contortions to this relatively small pot of funds. Before designing new processes to expend limited federal money, the State should invest all available energy to matching our federal government's action by creating a long-term funding program for freight projects. Until then, the State and all of its stakeholders are best served by utilizing the Trade Corridor Improvement Fund (TCIF), enshrined in state law, as the most efficient and fair process to ensure freight dollars are invested to maximize state and regional goals. RCTC appreciates funding proposals have been introduced by the Governor and Legislature, all of which include funding for freight projects. Yet, RCTC remains skeptical that a meaningful funding package will materialize in the near future. Until such time, it is imperative to use the limited dollars we have today in the most effective manner. The more the existing pie is divided, the less it will accomplish, and the less clear it will be to the public as to what government is doing with their tax dollars — which ultimately will impede all of our ability to secure a long-term funding solution to our state's infrastructure needs. 2. Regions have accomplished a lot; build on it before trying to change it. The Plan's stated intention of partnering with regions to meet the Plan's objectives should be carried out by building upon existing plans that have already been adopted by regions and by avoiding duplication of analyses, process, and consensus that has been developed over many years. 460 California Freight Plan Page 4 of 5 RCTC appreciates that the Plan acknowledges that multi -agency collaboration is necessary. Metropolitan Planning Organizations (MPOs), Self -Help Counties, and other regional government bodies, have existing plans that — in many ways — align with what the Plan hopes to achieve. In our region, the 2016 SCAG Regional Transportation Plan/Sustainable Communities Strategies (RTP/SCS) meets the criteria of AB 32 and SB 375 and contains a great deal of discussion and financial commitments regarding freight planning and projects. The RTP/SCS is in addition to the Multi -County Goods Movement Action Plan, which was completed in 2007 within the SCAG region. Within Riverside County, RCTC also conducted a number of studies and prioritization efforts to guide investment decisions with local sales tax and federal formula funds. Yet, the draft Plan enumerates many action items for state agencies that are redundant of work already been completed at a regional level or infers that coordination and collaboration isn't already happening. RCTC advises that prior to embarking on any actions proposed by the Plan, Caltrans, CARB, or appropriate agency outreach to MPOs, the Self -Help Counties Coalition, and the California Association of Councils of Governments to inventory and learn from the steps that have already been taken at the regional level. This proactive outreach effort will save resources, time, and lead to more effective implementation of the Plan's goals. RCTC is happy to be a partner in such an effort to collaborate with the State at the outset of any policy or planning initiative. 3. Addressing criteria pollutants remain critical. Executive Order B-32-15 discusses the impacts of air emissions on communities and the environment. The Plan seems to emphasize greenhouse gas (GHG) emissions greater than criteria pollutants such as PM 10 and PM 2.5, which are major public health concerns in the South Coast Air Basin. In the worthy pursuit of GHG reduction, RCTC suggests the State place equal emphasis on reduction of all criteria pollutants identified under the federal Clean Air Act. RCTC wishes to again emphasize that mitigation of freight impacts is necessary simultaneous to any expansion of capacity. 4. Clarify and emphasize the role of the California Transportation Commission. The Plan frequently mentions four state entities as having a major role in implementing the Plan: CARB, Caltrans, the California Energy Commission, and the Governor's office. Given that the freight system is physically a multimodal transportation system, this begs the question as to what role the California Transportation Commission (CTC) has vis-a-vis the Plan. The CTC has a well -established track record of successfully implementing State policy in a fair manner that achieves necessary balance among stakeholders and objective needs. RCTC encourages the Plan to place a greater emphasis on the role of the CTC. 461 California Freight Plan Page 5 of 5 5. The California Freight Mobility Plan is important. Federal law dating back to MAP-21 advises states to create State Freight Plans and advisory committees. Subsequent state law directs that California heed this Congressional policy direction. The California State Transportation Agency has adopted a California Freight Mobility Plan (CFMP) with the input of a diverse California Freight Advisory Committee. It would seem that a document and advisory body ensconced in law would have precedence and be the focal point for decision -making by the State. Yet, language within the Plan would lead a reader to believe that the Plan will become the primary freight planning document for state agencies. Clarity is needed by the Administration as to the Plan's role related to the CFMP and all other planning documents. Thank you again for the opportunity to comment on this very important document and policy issue facing California and Riverside County, in particular. Sincerely, 6" /)1/e63/'4` Anne Mayer Executive Director Riverside County Transportation Commission 462 The Los Angeles region just got stiffed on federal funding for freight prof ec... http://www.latimes.com/opinion/editorials/la-ed-socal-freight-funding-2... ATTACHMENT 4 Opinion / Editorial Editorial The Los Angeles region just got stiffed on federal funding for freight projects A Union Pacific freight train derailment near Union Station in the early hours of morning on November 9, 2009 in Los Angeles. (Los Angeles Times) By The Times Editorial Board JULY 13, 2016, 5:00 AM L ast December, when Congress finally approved a long-term transportation funding bill after a decade of temporary measures, Southern California transportation officials hailed the passage for two reasons. First, the bill ensured they would have a reliable stream of money for much -needed highway and transit construction. Secondly, the federal government created an entirely new pool of money specifically for truck, train, plane and ship -related projects that could move freight in a faster, safer and more environmentally friendly fashion — something local leaders had long lobbied for. Surely, the metropolitan Los Angeles region, which has the nation's largest port complex, second busiest airport, worst traffic and smoggiest air, would be at the front of the line for funding, officials reasoned. But apparently not. The U.S. Department of Transportation recently announced the first round of grants -- $759 million awarded to 18 projects — with nothing for the region. Zero. Zilch. Projects to add zero -emission cranes at the Port of Los Angeles, build rail directly to the docks to reduce truck trips and 463 1 of 8/11/2016 8:08 AM The Los Angeles region just got stiffed on federal funding for freight projec... http://www.latimes.com/opinion/editorials/la-ed-socal-freight-funding-2... add truck lanes to local freeways were among those rejected for funding, the San Gabriel Valley Tribune reported. In fact, just one project was funded in California. The DOT gave $5o million to San Diego County for a highway project on the U.S.-Mexico border to allow faster border crossings by commercial trucks. It's a worthy project, but couldn't the federal government cough up some more money for infrastructure in a state that is a linchpin of trade and has the sixth -largest economy in the world? Transportation planners in the Los Angeles region were shocked and disappointed to be left out of the first round of funding. The six -county area that stretches from Ventura to Imperial counties (and does not include San Diego County) received nothing although it is larger than the state of Tennessee and handles almost half of the nation's shipping containers. Trade is an economic engine not only for the Southern California area but for the entire country. The value of the goods moving through the ports of Los Angeles and Long Beach is nearly $400 billion, and the volume of goods is expected to more than double over the next 3o years. Yet the conditions on the ground can't support that growth. The roads are often clogged with traffic. The rail lines are some of the busiest in the nation. And the pollution from dirty diesel- and fossil - fuel -powered equipment means Southern Californians continue to breathe unhealthy air that cannot meet federal Clean Air Act standards. The region needs significant investment in new transportation infrastructure and cleaner technology and it's not just an L.A. problem. It's a national imperative, as well as a reminder that there is a tremendous demand for transportation infrastructure funding nationwide. Congress' allocation will meet just a fraction of the need. Follow the Opinion section on Twitter @latimesopinion and Facebook Copyright ©2016, Los Angeles Times 464 2 of 2 8/11/2016 8:08 AM ATTACHMENT 5 RIVERSIDE COUNTY TRANSPORTATION COMMISSION - POSITIONS ON STATE AND FEDERAL LEGISLATION —July 2016 Legislation/ Author Description Bill Status Position Date of Board Adoption AB 4 (Linder) This bill would bring truck weight fees back to transportation accounts and would prohibit weight fee revenues from being transferred from the State Highway Account to the Transportation Debt Service Fund, the Transportation Bond Direct Payment Account, or any other fund or account for the purpose of payment of the debt service on transportation general obligation bonds, and would also prohibit loans of weight fee revenues to the General Fund. From committee: Filed with the Chief Clerk pursuant to Joint Rule 56. (February 1, 2016). SUPPORT 3/11/15 AB 194 (Frazier) This bill provides a uniform, less -political process for tolling projects to be reviewed and approved by the state. Today, each tolling project must be approved via a bill in the Legislature. AB 194 provides the California Transportation Commission (CTC) with the authority to review and approve tolling projects, subject to specified conditions that provide for public transparency and collaboration between state and regional governments. The most important aspect of this bill is it rests decision -making authority over tolling projects with the governmental entity financially responsible for the project. The bill is sponsored by the Self -Help Counties Coalition, of which the Commission is a member. Approved by the Governor. Chaptered by Secretary of State —Chapter 687, Statutes of 2015. (October 9, 2015). SUPPORT 3/11/15 AB 218 (Melendez) This bill allows for the relinquishment from state to local control of State Route 74 in the area between the cities of Lake Elsinore and Perris. This bill is sponsored by the county of Riverside and is championed by First District Supervisor and Commissioner Kevin Jeffries. Approved by the Governor. Chaptered by Secretary of State —Chapter 553, Statutes of 2015. (October 7, 2015). SUPPORT 3/11/15 AB 626 (Chiu and Low) This bill adds a significant degree of complexity to the Public Contract Code relating to claims by contractors and subcontractors on public works contracts. AB 626 establishes a claims resolution process for public works contracts entered into on or after January 1, 2017 that is supplemental to existing claims processes spelled out in state law. The bill provides specific deadlines for public agencies to meet when reviewing and formally responding to claims submitted by contractors. Opposition to AB 626 would be consistent with previous Commission actions on legislation that add costs, delays, risk, and complexity to transportation projects. Read third time and amended. Ordered to second reading. (August 19, 2016). OPPOSE Pending 465 Legislation/ Author Description Bill Status Position Date of Board Adoption AB 914 (Brown) AB 914 authorizes San Bernardino Associated Governments (SANBAG) to implement tolling on Interstate 10 and Interstate 15 within the County of San Bernardino. The bill contains language that requires cooperative agreements between SANBAG and the Commission prior to construction commencing on SANBAG's 1-15 project. Approved by the Governor. Chaptered by Secretary of State —Chapter 702, Statutes of 2015. (October 9, 2015). SUPPORT 4/08/15 AB 1171 (Linder) This bill authorizes the widespread use of an alternative contracting method known as construction manager/general contractor (CM/GC) for projects not on the state highway system. Like design -build, CM/GC offers a streamlined private sector risk -transfer in project delivery that is capable of saving time and money on complex transportation projects. In short, CM/GC allows a project sponsor (such as the Commission) to enter into a preconstruction contract with a private entity to provide services that assist in preparing a design and schedule for the project, while reserving the option to allow that contractor to bid on the actual construction of the project. Approved by the Governor. Chaptered by Secretary of State —Chapter 413, Statutes of 2015. (October 1, 2015). SUPPORT 4/08/15 AB 1569 (Steinorth) This bill provides an exemption from the California Environmental Quality Act (CEQA) for inspection, maintenance, repair, rehabilitation, or removal of transportation projects, such as highways,roads bridges, culverts tunnels,Reconsideration p p J g transit systems, bike, and walkways. Auxiliary lane additions also qualify for the exemption if it is within existing right of way and the areas surrounding the right of way are returned to their original condition after the project is complete. Although these projects are exempted from CEQA, the project sponsor must still notify public agencies with authority over the project and comply with any local laws. These projects are not exempted from the Porter - Cologne Water Quality Control Act, the California Endangered Species Act, and other state and federal laws. In committee: Set, second hearing. Failed passage. granted. (April 4, 2016). SUPPORT 4/13/16 AB 1780 (Medina) This bill, beginning in the 2016-17 fiscal year, would continuously appropriate 25 percent of the annual proceeds of the fund to the California Transportation Commission for the Sustainable Trade Corridors Program, which the bill would establish, thereby making an appropriation. In committee: Set, first hearing. Referred to APPR. suspense file. (April 20, 2016). In committee: Held under submission. (May 27, 2016). SUPPORT 3/09/16 466 Legislation/ Author Description Bill Status Position Date of Board Adoption AB 1833 (Linder) This bill seeks three distinct policies that would create greater efficiencies in delivering transportation projects: Create an advanced mitigation program at Caltrans similar in concept to Riverside County s Multiple -Species Habitat Conservation Plan; remove the sunset date on California's participation in the federal program that allows the State to assume responsibility for review of federal environmental documents; and authorizes the State to participate in the new pilot program that allows States to substitute state environmental laws, such as the CEQA in lieu of NEPA. In committee: Set, first hearing. Referred to APPR. suspense file. (May 11, 2016). In committee: Held under submission. (May 27, 2016). SUPPORT 3/09/16 AB 1889 (Mullin) This bill clarifies existing law related to the California High Speed Rail project and previous appropriations by the State Legislature to fund construction of high speed rail. AB 1889 makes an important clarification that bookend projects are part of the blended high speed rail system and therefore eligible to receive Prop. 1A state bond funds. Read third time and amended. Ordered to second reading. (August 19, 2016). SUPPORT Pending AB 1943 (Linder) This bill provides technical amendments to a previous bill sponsored by the Commission in 2014, SB 953 (Roth) providing the Commission with authority to establish parking regulations at its rail stations. Legislature edits to the bill's language prevented the Commission from enforcing parking regulations. AB 1943 clarifies the law with its amendments and provides the Commission with the power to establish and enforce its rules. The bill also allows the Commission to use a third -party private party to cite and tow violators. Senate amendments concurred in. To Engrossing and Enrolling. (August 18, 2016). SPONSOR 3/09/16 AB 2014 (Melendez) This bill would require the Department of the California Highway Patrol, in coordination with the Department of Transportation and in consultation with regional and local entities, to complete a workload study to assess resource needs to supervise existing and expanded freeway service patrols identified by regional and local entities and to submit the study to the Senate Committee on Budget and Fiscal Review and the Assembly Committee on Budget. The bill would also require the departments to prepare their annual budget requests to the Legislature to accommodate the Department of the California Highway Patrol's oversight of increased freeway service patrols identified in the study. In committee: Held under submission. (May 27, 2016). SPONSOR 3/09/16 467 Legislation/ Author Description Bill Status Position Date of Board Adoption AB 2170 (Frazier) This bill is similar to AB 1780 (Medina) in that it directs new sources of funding to the successful TCIF program. AB 2170 directs federal formula funding for goods movement into the TCIF program. The Fixing America's Surface Transportation (FAST) Act, approved by Congress in 2015, creates a new formula funding program for freight projects. The funds are apportioned to the states. This bill ensures that funding is distributed equitably throughout the state where regional governments such as the Commission will have a voice at the table. Read second time and amended. Re -referred to Com. on APPR. (August 2, 2016). In committee: Hearing postponed by committee. (August 8, 2016). SUPPORT 3/09/16 AB 2452 (Quirk) This bill proposes a helpful reform to the California Environmental Quality Act (CEQA) that would limit the exposure of transportation projects to delays and costly litigation. AB 2452 by East Bay Assemblyman Bill Quirk would prohibit a judge from stopping the construction or implementation of a transportation project on solely on the basis of the project's potential contributions to greenhouse gas (GHG) emissions. From committee: Be re- referred to Com. on A. & A.R. Re -referred. (Ayes 11. Noes 0.) (April 14). Re -referred to Com. on A. & A.R. (April 14, 2016). SUPPORT 3/09/16 AB 2783 (E. Garcia) This bill directs the Strategic Growth Council (SGC) to amend the guidelines for the Affordable Housing Sustainable Communities (AHSC) program. The AHSC program is funded from Greenhouse Gas Reduction Funds (GGRF), otherwise known as cap and trade. AB 2783 allows projects in rural areas to meet lower housing density thresholds more consistent with rural development patterns. Current guidelines place rural areas of Riverside County at a competitive disadvantage for AHSC funding because Riverside County and the cities surrounding local rural areas are considered urban or suburban by the current program guidelines. Urban and suburban areas are required to have housing densities higher than what the market will typically support in a rural area. In committee: Set, first hearing. Failed passage. Reconsideration granted. (June 29, 2016). SUPPORT IN CONCEPT, SEEK AMENDMENTS 4/13/16 SB 39 (Pavley) This bill raises the maximum number of green stickers issued by the Department of Motor Vehicles (DMV) for plug-in hybrid vehicles, which allow those vehicles to travel in high -occupancy vehicle (HOV) lanes regardless of the number of occupants. SB 39 raises the cap to 85,000.. This bill represents a 112 percent increase in green stickers over a two-year period. The green sticker program expires on January 1, 2019. Referred to Com. On TRANS. (May 22, 2015). OPPOSE 6/10/15 SB 321 (Beall) This bill allows the BOE to adjust the price -based excise tax using a five-year forecast period instead of just a one-year period, thereby reducing the impact of short-term disruptions in fuel prices. SB 321 also extends the revenue- neutrality requirement to cover a three-year period instead of just one year, offering another opportunity for the BOE to smooth -out dramatic revenue swings. Finally, the bill allows the BOE to adjust the price -based excise tax every quarter, rather than once per year. 468 Ordered to inactive file on request of Senator Beall. (June 27, 2016). SUPPORT 3/11/15 Legislation/ Author Description Bill Status Position Date of Board Adoption SB 885 (Wolk) Sponsored by the American Council of Engineering Companies, this bill would significantly increase litigation and financial exposure for entities that contract with design professionals by limiting the contractor's duty to defend claims against their projects. By forbidding project owners from requiring design professionals to defend litigation against projects on which they worked, SB 885 will cause project owners to stand-in to defend the contractor's work and then retroactively seek compensation from the contractor if the design professional is found at fault. The bill would create legal special treatment for a certain type of company, leading to inequity in who is responsible for defending lawsuits. The Commission relies heavily on the private sector for design services, which provides many benefits to the Commission, including, but not limited to: cost savings, efficiencies, and risk transfer. SB 885 would diminish these benefits of contracting for design services by requiring Riverside County taxpayers to accept the costs and risks of defending a private contractor's work and then initiating further litigation to recoup those costs from the contractor. June 28 set for first hearing canceled at the request of author. (July 12, 2016). OPPOSE 5/23/16 SB 901 (Bates) This bill creates an advanced mitigation program at Ca!trans to account for the future impacts on the environment from transportation projects. This concept is similar to Riverside County's Multiple Species Habitat Conservation Plan and the California Transportation Commissions annual report recommendations to the Legislature. SB 901 is similar to AB 1833 (Linder), which the Commission took action to support in March 2016, and is consistent with the Commission's legislative platform which encourages policies that expedite projects and reduce costs. SB 901 is slightly different in that it calls for $30 million to be taken from the State Transportation Improvement Program (STIP) and State Highway Operations Preservation and Protection (SHOPP) program to pay for the advanced mitigation program. April 5 hearing postponed by committee. (March 23, 2016). SUPPORT 4/13/16 469 Legislation/ Author Description Bill Status Position Date of Board Adoption SB 1197 (Cannella) This bill allows for the expansion of intercity passenger rail service beyond the boundaries of the three existing joint powers authorities (JPAs) that operate intercity rail service today. Current law establishes the Los Angeles -San Diego- San Luis Obispo (LOSSAN) JPA and authorizes the state to contract with the JPA to operate the popular Pacific Surfliner Amtrak route. The Commission is a member agency of the LOSSAN JPA. This bill would provide the opportunity for the future Coachella Valley -San Gorgonio Pass intercity rail corridor to be operated by LOSSAN. While the governance of the Coachella Valley -San Gorgonio Pass service has not been fully vetted at this point in time, SB 1197 creates an opportunity that could be utilized in the future if it is determined by the Commission and the other LOSSAN member agencies it is best to incorporate the new corridor into the existing JPA, rather than creating a new agency or allowing Ca!trans Division of Rail to operate the service. April 19 hearing postponed by committee. (April 14, 2016). SUPPORT 4/13/16 H.R. 2497 (Denham) H.R. 2497 creates a program to be administered by the U.S. Secretary of Transportation that eliminates duplicative environmental reviews and approvals of transportation projects under state and federal laws. Importantly, the bill sets a 90-day deadline for the Secretary to render a decision on applications for the program. Referred to House subcommittee on Highway and Transit. (May 22, 2015). Referred to House subcommittee on Water Resources and Environment. (May 22, 2015). SUPPORT 9/9/15 H.R. 4441 Reauthorization of the Federal Aviation Administration (FAA), known as the Aviation Innovation, Reform, and Reauthorization Act Ordered to be Reported (Amended) by the Yeas and Nays: 34 - 25. (February 11, 2016). SEEK AMENDMENTS 3/09/16 470 Legislative Update September 14, 2016 Riverside County ironsporintion Commission _••••-••-_ Bills on G rnor Brown's Desk RC.0 AB 1943 (Linder) Increases transparency and provides mechanism for SPONSOR achieving increased funding* to Freeway Service Patrol (FSP). AB 2170 (Frazier) AB 626 (Chiu & Low) AB 1889 (Mullin) Devotes federal freight funds to Trade Corridor SUPPORT Improvement Fund (TCIF). Increases public agency exposure to claims by contractors and subcontractors. Clarifies law regarding "bookend" investments in California High -Speed Rail Project. OPPOSE* SUPPORT* All other bills on which the Commission adopted a formal position did not reach the Governor's desk before the end of Regular Session. Cap & Trade "Deal" Governor and Legislature Agreement: • $900 million of unallocated Fiscal Year 2016/17 funds • $462 million reserved for future years Concern Over Future of California's Cap & Trade Program: • FY 2015/16 revenue $600 million short of $2.4 billion forecast • August auction only raised $8 million Cap & Trade "Deal" • $368 million to CARB for clean vehicle rebates, modernization/upgrade of vehicles, black carbon wood smoke programs; • $140 million to Strategic Growth Council for "Transformative Climate Communities Grants"; • $135 million to CaISTA for Transit and Intercity Rail; • $10 million to Caltrans for Active Transportation; and • $2 million to Strategic Growth Council for technical assistance to disadvantaged communities. Cap & Trade "Deal" Transit and Intercity Rail Capital Program: • No funding for RCTC-nominated projects: — Third Street Grade Separation (Riverside) — McKinley Street Grade Separation (Corona) • SunLine Transit Agency received funding for four Zero -Emission Buses • SANBAG received $9.2 million for Redlands Rail Affordable Housing/Sustainable Communities Program: • Strategic Growth Council 2-day visit to Riverside County to discuss persistent inequity concerns. Federal Grants • TIGER • FASTLANE • Bus and Bus Facilities • Rides to Wellness Questions? Riverside County Tronsporintion Commission AGENDA ITEM 11 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: September 14, 2016 TO: Riverside County Transportation Commission FROM: John Standiford, Deputy Executive Director THROUGH: Anne Mayer, Executive Director SUBJECT: Recognition of the Commission's 40th Anniversary STAFF RECOMMENDATION: This item is for the Commission to receive as an information item. BACKGROUND INFORMATION: On September 29, 1976, Governor Jerry Brown signed Assembly Bill 1246 creating four county transportation commissions in Southern California. The Commission was one of the four commissions created by this bill. Ironically, the bill that created the Commission, along with similar organizations in Los Angeles, Orange, and San Bernardino Counties was authored by a Riverside assemblyman. Assemblyman Walt Ingalls not only authored AB 1246, he also gained approval of legislation that created the California Transportation Commission and the bi-annual smog check program. He served as the Chairman of the Assembly Transportation Committee and was a fierce advocate of highway development. Although highway development was an important priority for Assemblyman Ingalls, the original legislation for the Commission had a strong public transit focus granting the county transportation commissions oversight over transit funding and the approval of short-range transit plans — a responsibility that continues to this day. Planning was another priority of the legislation, granting the county transportation commissions the responsibility to coordinate all plans for the implementation of public mass transit systems and federal -aid and state highway projects. While the focus of the legislation was on prioritization of local transportation needs, fiscal responsibility, and maintaining the public trust was a major goal of the legislation and has remained a priority for the Commission for its entire existence. The Commission's First Meeting The legislation which created the Commission installed a seven -member Board of Directors consisting of three county supervisors, two city council members to be appointed by the City Agenda Item 11 471 Selection Committee, a member of the Riverside County City Council and a non -elected citizen member to be appointed by the other six members of the Board. On January 13, 1977, the first meeting of the Riverside County Transportation Commission was called to order by Michael Evanhoe, who was the California Assistant Secretary of Business, Transportation, and Housing. The meeting took place on the 12th Floor of the County Administrative Office. The first six members of the Board were County Supervisors Clayton Record, Donald Shroeder, and Norton Younglove. The city representatives were Palm Springs Mayor Russell Beirich, Riverside City Council Cember Eric Haley, and Corona Mayor Flora Spiegel. Mayor Beirich was appointed as the Commission's first Chair and Supervisor Schroder was appointed as the first Vice Chair. Getting Started In terms of getting started, one of the Commission's first actions was to approve a formal application to the Southern California Association of Governments for $46,046, for operational funds. From that modest beginning, the Commission has continued to move forward. During the last 40 years, there have been a few changes to the Commission and the county itself. Thanks to subsequent legislation by Senator David Kelly, the Commission's Board went from seven to a structure that guaranteed representation from every city and county supervisor. While the Commission grew, so did the county growing from approximately 500,000 people to approximately 2.2 million people today. Along the way, voters approved two half -cent sales tax programs — most recently in 2002, which extended Measure A until 2039. Thanks to the Measure A program, improvements were made to Interstates 10, 15, and 215; and State Routes 60, 71, 74, 79, 86, and 111. Metrolink train service was launched connecting the county to Los Angeles and Orange Counties and bus service for seniors and persons with disabilities has been maintained and enhanced. Overall, the Commission has seen its share of many successes. While it has been challenging for transportation investment and improvements to keep up with the pace of growth, the county's transportation system supported significant residential and job growth and will continue to do so when construction is completed on the 91 Project and the eventual widening of 1-15. Although the Commission often kept a low profile in the past regarding its accomplishments, 40 years of work should not go unnoticed. In today's rapidly changing world of a 24-hour news cycle and multiple forms of social media, it requires more of an effort than just issuing a press release or buying a few ads in the newspaper to inform the public of how their investment is making a difference in their community. This becomes a more pronounced responsibility as the Commission evolves into a toll road operator next year with the opening of the 91 Express Lanes. In addition to being an agency that Agenda Item 11 472 funds enormous projects, the Commission will have a daily customer service responsibility to those using the 91 Express Lanes. Additionally, the completion of the Perris Valley Line project heightens the Commission's role as a transit provider. Open House to be Held on September 29 The latter half of this year and the early part of next year provide an excellent opportunity for the Commission to commemorate past accomplishments and educate the public on promises made and promises kept. In order to launch the effort, the Commission will host an Open House Reception on September 29 from 3:00 p.m. — 7:00 p.m. to thank past Commissioners, retired staff, local elected officials, and community stakeholders for the role that all have played in advancing transportation in Riverside County during the past 40 years. A concerted effort will be made on a variety of social media outlets to remember past accomplishments while connecting these accomplishments to current activities and future needs. A brief presentation will be made at future Commission meetings of what has been done in the past, and why it continues to remain important today. Finally, the Commission will issue a commemorative book to be released at a special dinner during the Commission's annual workshop in late January. Staff will be seeking sponsorship to pay for most of the activity to commemorate the 40tn Anniversary events. Attachment: Commission January 13, 1977 Minutes Agenda Item 11 473 .RIVERSIDE COUNTY TRANSPORTATION COMMISSION Minutes of Meeting No. 1-77 January 13, 1977 • Call to order by the Secretary of the State Business and Transportation Agency. The meeting of the Riverside County Transportation Commission was called to order by Mr. Michael Evanhoe, Assistant Secretary for Transportation, State of California, at 3:16 p.m., January 13, 1977 in the Conference Room of the County Administrative Office, 12th Floor, County Administrative Center, Riverside. The Chair noted a quorum was present. • Establishment of the rules of order for the conduct of Commission business. Mr. Evanhoe explained that Roberts Rules of Order would be used as the rules for the conduct of Commission business. • Those Commissioners present were: Clayton Record Norton Younglove Donald Schroeder Eric Haley Flora Spiegel Russell Beirich • Appointment of Interim Recording Secretary. Mr. Evanhoe appointed Lynda Thorson as the Interim Recording Secretary. • Selection of a Commission Chairman and Vice Chairman. M/S/C (YOUNGLOVE/RECORD) - that the selection of a Commission Chairman and Vice Chairman be withheld as an item of business until the selection of the Public Member was made, and that this item be the next item of business after said selection. Commissioner Haley entered the meeting at 3:22 p.m. AGENDA ITEM NO. 2 Minutes January 13, 1977 Page Two • Discussion of the selection of the Public Member. M/S/C (YOUNGLOVE/HALEY) - that nominations for the Public Member be made during the regular meeting and then the Commission should recess to executive session to consider the selection. Roll call vote: Clayton Record - aye Norton Younglove - aye Donald Schroder - no Eric Haley - aye Flora Spiegel - aye Russell Beirich - no Nominations for the Public Member were: Dave Sumner Judy Orttung Rena Parker Gordon Haas Bambi Wiltchik Thomas Watson Martin Bouman The Commission recessed into executive session at 3:37 p.m. The Commission meeting reconvened at 4:20 p.m. M/S/C (HALEY/SPIEGEL) - that the Commission inter- view the following three individuals at 8:00 a.m., on Friday, January 28, 1977: Gordon Haas Bambi Wiltchik Dave Sumner • Selection of a Commission Chairman and Vice Chairman. M/S/C (RECORD/SPIEGEL) - that Russell Beirich be selected as Commission Chairman. At this time Chairman Beirich assumed Chairmanship. 475 Minutes January 13, 1977 Page Three M/S/C (HALEY/SPIEGEL) - that the Public Member have a tenure of one year which may be renewed. M/S/C (YOUNGLOVE/RECORD) - that Donald Schroeder be selected as Vice Chairman of the Commission. • Discussion of action regarding staff to the Commission. Vice Chairman Schroeder suggested that a committee be established to look into staffing. Commissioner Haley stated that there should be three committees: 1. Personnel, 2.) Bylaws, and 3.) Finance. The following committee chairmen and members were appointed: 1. Personnel - Eric Haley, Chairman, Norton Younglove. 2. Bylaws - Clayton Record, Chairman, Eric Haley. 3. Finance - Flora Spiegel, Chairman, Russell Beirich, and Donald Schroeder. Chairman Beirich announced that Robert T. Andersen, County Administrative Officer, would assume the responsibility for the preparation of the next agenda and receive all correspondence on behalf of the Commission until further action by the Commission. Chairman Beirich stated that committees may report at the next meeting, if they have information prepared for presen- tation and discussion. • Appointment of interim legal counsel to the Commission. M/S/C (SPIEGEL/YOUNGLOVE) - that the Riverside County County Counsel be appointed as Interim Legal Counsel to the Commission. • Formal application to the Southern California Association of Governments for operational funds equal to one-half of the annual allocation prescribed by law. M/S/C (RECORD/SCHROEDER) - that the Commission make formal application -to SCAG for $46,046 for operational funds. 476 Minutes January 13, 1977 Page Four • Selection of future meeting dates and times. M/S/C (YOUNGLOVE/HALEY) - that the next meeting of the Riverside County Transportation Commission be held on Friday, January 28, 1977 at 8:00 a.m., in the Board of Supervisors' Conference Room, 14th Floor, County Administrative Center, Riverside. o Adjournment. The meeting adjourned at 4:48 p.m. Respectfully submitted, J Robert T. Andersen Interim Executive Director cc: Secretary for Transportation and Business Agency, State of California RCTC's 40th Anniversary September 14, 2016 40 YEARS 76-2016 Riverside County Transportation Commission - Where t All Started • Created by state law in 1976 along with similar agencies in neighboring counties • Codes cover areas of responsibility and administration • Responsible for state highway coordination and short range transit plans • Suggests a small staff 1614.:0YEARS 176-2016 IIMMEN Riverside County Transportation Commission " " r w,.��.." " " " -. ��..- Jaw The First Meeting RzVERSIDE COUNTY TRANSPORTATION COMMISSION Minutes of Meeting No. 1-77 January 13, 1977 " Call to order by the Secretary of the State Business and Transportation Agency. The meeting of the Riverside County Transportation Commission was called to order by Mr. Michael Evanhoe, Assistant Secretary for Transportation, State of California, at 3:16 p.m., January 13, 1977 in the Conference Roam of the County Administrative Office, l2th Floor, County Administrative Center, Riverside. The Chair noted a quorum was present_ " Establishment of the rules of order for the conduct of Commission business. Hr. Evanhve explained that Roberta Rules of Order would be used as the rules for the conduct of Commission business. " Those Commissioners present were: Clayton Record Norton Vounglove Donald Schroeder Eric Haley Flora Spiegel Russell Beirich " Appointment of Interim Recording Secretary. Mr. Evanhoe appointed Lynda Thorson as the Interim Recording Secretary. " selection of a Commission Chairman and Vice Chairman. M/S/C [YOUNGDOVE/RECORD] - that the selection of a Commission Chairman and Vice Chairman be withheld as an item of business until the selection of the Public Member was made, and that this item be the next item of business after said selection. Commiasioner Raley entered the meeting at 3:22 p.m. AGENDA ITEM NO. 2 Minutes January 13, 1977 Page Two " Discussion of the selection of the Public Member. M/S/C [YDVNGLOVE/NALEy] - that nominations for the Public Meebcr be made during the regular meeting and than the Commission should recess to executive session to consider the selection. Roll call vote: Clayton Record - aye Horton Younglove - aye Donald Schroder - no Eric Naley - aye Flora Spiegel - aye Russell Beirich - no ROminatidne for the Public Mentor were: Dave Sumner Judy Orttung Rena parker Gordon Baas Bambi wiltchik Thomaa Watson Martin Bauman The Commission recessed into executive session at 3:37 p.m. The Commission meeting reconvened at 4:26 p.m- M/S/C (HALEY/SPIEGEL) - that the Commission inter- view the following three individuals at 8:00 a_m on Friday, January 28, 1977: Gordon Maas Bambi Kiltchik Dave Sumner " Selection of a Commission Chairman and Vice Chairman. M/S/C (RECORD/SPIEGEL) - that Russell Beirich be selected as Commission Chairman. At this time ehairman neirleh assumed Chairmanship_ 40 YEARS 1976-2016 Riverside County Transportation Commission - The First Commission • Russ Beirich (Chairman) • Donald Schroeder (Vice Chairman) • Norton Younglove • Clayton Record • Flora Spiegel • Eric Haley 40 YEARS 1976-2016 mom Riverside County Transportation Commission Responsibili Et) naYt.l 11) • Major Turning Points for the Organization: SAFE (1986) Measure A (1988) CM P (1990) SB 45 (1996) Expanded Board (1998) Measure A Extension (2002) First Delivery Plan (2006) Tolling Authority on the SR-91 and 1-15 (2008) Increase in Bonding Capacity (2010) 40 YEARS 1976-2016 Riverside County Transportation Commission Recognizing our Anniversary • Reception on September 29 • Presentations at future Commission Meetings • Special Dinner at the January Commission Workshop • Commemorative Book 40 YEARS 1976-2016 NM Min Riverside County Transportation Commission r•-•r s You are Cordially Invited RCTC RC7G Celebrates cali.� Join Us for an Open House Thursday; September 29 from -7 pm County Administrative Center, 3rd Floor 40.80 Lennon Street, Riverside 92501 FOr mare information, contact Eliza Perez Riverside County Transportation Commission Public Affairs IVIanager eperez rctc,org or 951-787-7141 Mors d'oeuvres and refreshments will be served. Please RSVP with the link below. -1411 AwiNeRsp,11)